V-Shares US Leadership Diversity ETF
(Ticker: VDNI)
V-Shares MSCI World ESG Materiality
and Carbon Transition ETF
(Ticker: VMAT)
Annual Report
www.v-shares.com | October 31, 2023 |
(This Page Intentionally Left Blank.)
V-SHARES US LEADERSHIP DIVERSITY ETF
Letter to Shareholders
Dear Fellow Shareholders,
Thank you for this opportunity to report on the strategy, performance and outlook of the V-Shares US Leadership Diversity ETF (the “Fund” or ticker “VDNI”).
VDNI Strategy
The V-Shares US Leadership Diversity ETF (VDNI) invests in domestic companies (US) exhibiting broad ethnic and gender representation for Directors and Named Executive Officers (NEO) as determined by the index provider. The Fund seeks to track the investment results of the ISS ESG U.S. Diversity Index Total Return (Ticker ISSDIVUT).
At V-Square, we believe that Diversification and Diversity have more in common than their Latin root; they both carry value. Human capital is a capital, a key driving force of any business, that too enjoys the benefits of diversification. Diversity at the senior leadership level is a foreteller of a healthy company culture, which in turn strengthens the levers and drivers of sustainable corporate performance.
As such, VDNI’s investment approach focus on constituents exhibiting both broad ethnic and gender representation for board directors and named executive officers (NEOs). Minimum requirements of the investment universe for VDNI include a combined minimum of three distinct ethnically diverse individuals and three distinct women among directors or NEOs, as well as a 35 percent combined minimum of women or ethnically diverse directors. Small-, middle-, and large-capitalization U.S. companies are selected from the ISS ESG Director & Executive Diversity dataset.
VDNI Performance
For the year ended October 31, 2023, the V-Shares US Leadership Diversity ETF (ticker VDNI) returned 11.76% while the ISS ESG U.S. Diversity Index Total Return (Ticker ISSDIVUT) returned 12.02%.
The tracking error was maintained tight over the period and the portfolio’s performance was in line with equity markets. The portfolio’s cash was maintained at a minimal level.
V-Square thanks you for your trust and confidence in our stewardship.
Sincerely,
 |  |
Mamadou-Abou Sarr | Habib Moudachirou |
President | Chief Investment Officer |
V-SHARES US LEADERSHIP DIVERSITY ETF
Must be preceded or accompanied by a prospectus.
The ISS ESG U.S. Diversity Index is a free float-adjusted market capitalization weighted equity index designed to reflect the equity performance of U.S. companies that exhibit broad ethnic and gender representation for Directors and Named Executive Officers, as determined by the Index Provider. The Index is calculated, administered, and published by Solactive AG. One cannot invest directly in an index.
Tracking Error refers to the divergence, calculated as standard deviation percentage difference, between the price behavior of a position or portfolio and the price behavior of a benchmark.
A Basis Point is a unit of measure used to describe the percentage change in the value of financial instruments or the rate change in an index or other benchmark. One basis point is equivalent to 0.01% (1/100th of a percent) or 0.0001 in decimal form.
Investing involves risk. Principal loss is possible.
As with all ETFs, shares may be bought and sold in the secondary market at market prices. Although it is expected that the market price of shares will approximate the Fund’s NAV, there may be times when the market price of shares is more than the NAV intra-day (premium) or less than the NAV intra-day (discount) due to supply and demand of shares or during periods of market volatility.
A strategy or emphasis on environmental, social and governance factors ("ESG") may limit the investment opportunities available to a portfolio. Therefore, the portfolio may underperform or perform differently than other portfolios that do not have an ESG investment focus.
Passive Investment Risk. The Fund is not actively managed and therefore the Fund generally will not sell a security due to current or projected underperformance of a security, industry or sector, unless that security is removed from the Underlying Index, or the selling of the security is otherwise required upon a rebalancing of the Underlying Index.
Methodology Risk. The Index Provider relies on various sources of information to assess the criteria of issuers included in the Underlying Index, including information that may be based on assumptions and estimates. Neither the Fund nor the Index Provider can offer assurances that Underlying Index’s calculation methodology or sources of information will provide an accurate assessment of included issuers or that the included issuers will provide the Fund with the market exposure it seeks.
Distributed by Quasar Distributors, LLC.
V-SHARES MSCI WORLD ESG MATERIALITY AND CARBON TRANSITION ETF
Letter to Shareholders
Dear Fellow Shareholders,
Thank you for this opportunity to report on the strategy, performance and outlook of the V-Shares MSCI World ESG Materiality and Carbon Transition ETF (the “Fund” or ticker “VMAT”).
VMAT Strategy
The V-Shares MSCI World ESG Materiality and Carbon Transition ETF (VMAT) invests in companies in developed markets countries, including the United States and Canada, that are assessed to be sector leaders based on a set of environmental, social, and governance (“ESG”) key issues that are aligned with the “Materiality Map” of the Sustainability Accounting Standard Board (“SASB”) and in the global transition to low carbon emissions.
V-Square believe that investors increasingly recognize that material environmental, social and governance (ESG) matters may have a direct financial impact on companies’ balance sheets and investment portfolios as vectors of risks and opportunities. Out of the plethora of ESG data, VMAT focuses on financially material ESG issues to seek to drive better performance.
The Fund tracks an index which is designed to represent the performance of companies which are assessed to be sector leaders based on a set of relevant key issues scores that are aligned with SASB’s Materiality Map. The index excludes companies involved in Controversial Weapons, Tobacco-related businesses, Thermal Coal mining, Thermal Coal power generation and unconventional Oil and Gas. Also, it excludes companies that fail to comply with the United Nations Global Compact Principles and companies with Low Carbon Transition (LCT) category of Asset Stranding.
VMAT Performance
For the year ended October 31, 2023, the V-Shares MSCI World ESG Materiality and Carbon Transition ETF (ticker VMAT) returned 17.38% while the MSCI World ESG Materiality and Carbon Transition Select Index (Ticker MXESGMTN) returned 17.47%.
The tracking error was maintained tight over the period and the portfolio’s performance was in line with equity markets. The portfolio does not make any sector bet and looks to be sector neutral vis-à-vis its benchmark. The portfolio’s cash was maintained at a minimal level.
V-Square thanks you for your trust and confidence in our stewardship.
Sincerely,
 |  |
Mamadou-Abou Sarr | Habib Moudachirou |
President | Chief Investment Officer |
V-SHARES MSCI WORLD ESG MATERIALITY AND CARBON TRANSITION ETF
Must be preceded or accompanied by a prospectus.
The MSCI World ESG Materiality and Carbon Transition Select Index is designed to invest in developed market countries, including the United States and Canada, that are assessed to be sector leaders based on a set of Environmental, Social and Governance (ESG) key issues that are aligned with the SASB’s Materiality framework and seeks to minimize carbon transition risk and capture opportunities through companies’ operations and business model. One cannot invest directly in an index.
Tracking Error refers to the divergence, calculated as standard deviation percentage difference, between the price behavior of a position or portfolio and the price behavior of a benchmark.
A Basis Point is a unit of measure used to describe the percentage change in the value of financial instruments or the rate change in an index or other benchmark. One basis point is equivalent to 0.01% (1/100th of a percent) or 0.0001 in decimal form.
Investing involves risk. Principal loss is possible.
As with all ETFs, shares may be bought and sold in the secondary market at market prices. Although it is expected that the market price of shares will approximate the Fund’s NAV, there may be times when the market price of shares is more than the NAV intra-day (premium) or less than the NAV intra-day (discount) due to supply and demand of shares or during periods of market volatility.
A strategy or emphasis on environmental, social and governance factors ("ESG") may limit the investment opportunities available to a portfolio. Therefore, the portfolio may underperform or perform differently than other portfolios that do not have an ESG investment focus.
The Fund is classified as “non-diversified”, which means the Fund may invest a larger percentage of its assets in the securities of a smaller number of issuers than a diversified fund.
Passive Investment Risk. The Fund is not actively managed and therefore the Fund generally will not sell a security due to current or projected underperformance of a security, industry or sector, unless that security is removed from the Underlying Index, or the selling of the security is otherwise required upon a rebalancing of the Underlying Index.
Methodology Risk. The Index Provider relies on various sources of information to assess the criteria of issuers included in the Underlying Index, including information that may be based on assumptions and estimates. Neither the Fund nor the Index Provider can offer assurances that Underlying Index’s calculation methodology or sources of information will provide an accurate assessment of included issuers or that the included issuers will provide the Fund with the market exposure it seeks.
Distributed by Quasar Distributors, LLC.
V-SHARES US LEADERSHIP DIVERSITY ETF
Value of $10,000 Investment (Unaudited)
The chart assumes an initial investment of $10,000. Performance reflects waivers of fee and operating expenses in effect. In the absence of such waivers, total return would be reduced. Performance data quoted represents past performance and does not guarantee future results. Investment returns and principal value will fluctuate, and when sold, may be worth more or less than their original cost. Performance current to the most recent month-end may be lower or higher than the performance quoted and can be obtained by calling 1-312-872-7281. 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.
Average Annual Rates of Return (%) – as of October 31, 2023 (Unaudited)
| | Since |
| 1 Year | Inception(1) |
V-Shares US Leadership Diversity ETF – Market | 11.73% | -3.14% |
V-Shares US Leadership Diversity ETF – NAV | 11.76% | -3.14% |
ISS ESG U.S. Diversity Index(2) | 12.02% | -2.93% |
S&P 500® Index(3) | 10.14% | -2.93% |
(1) | The US Leadership Diversity ETF commenced operations on December 21, 2021. |
(2) | The ISS ESG U.S. Diversity Index (the “Index”) is a free float-adjusted market capitalization weighted equity index designed to reflect the equity performance of U.S. companies that exhibit broad ethnic and gender representation for Directors and Named Executive Officers, as determined by the Index Provider. The Index is calculated, administered, and published by Solactive AG. One cannot invest directly in an index. |
(3) | The S&P 500® Index is a stock market index based on the market capitalizations of 500 leading companies publicly traded in the U.S. stock market, as determined by Standard & Poor’s. One cannot invest directly in an index. |
V-SHARES MSCI WORLD ESG MATERIALITY AND CARBON TRANSITION ETF
Value of $10,000 Investment (Unaudited)
The chart assumes an initial investment of $10,000. Performance reflects waivers of fee and operating expenses in effect. In the absence of such waivers, total return would be reduced. Performance data quoted represents past performance and does not guarantee future results. Investment returns and principal value will fluctuate, and when sold, may be worth more or less than their original cost. Performance current to the most recent month-end may be lower or higher than the performance quoted and can be obtained by calling 1-312-872-7281. 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.
Average Annual Rates of Return (%) – as of October 31, 2023 (Unaudited)
| | Since |
| 1 Year | Inception(1) |
V-Shares MSCI World ESG Materiality and | | |
Carbon Transition ETF – Market | 16.78% | 3.31% |
V-Shares MSCI World ESG Materiality and | | |
Carbon Transition ETF – NAV | 17.38% | 3.32% |
MSCI World ESG Materiality and Carbon Transition Select Index(2) | 17.47% | 3.34% |
MSCI World Index(3) | 10.48% | 1.22% |
S&P 500® Index(4) | 10.14% | 3.04% |
(1) | The V-Shares MSCI World ESG Materiality and Carbon Transition ETF commenced operations on June 8, 2022. |
(2) | The MSCI World ESG Materiality and Carbon Transition Select Index is designed to invest in developed market countries, including the United States and Canada, and in companies that are assessed to be sector leaders based on a set of Environmental, Social and Governance (ESG) key issues that are aligned with the SASB’s Materiality framework and seeks to minimize carbon transition risk and capture opportunities through companies’ operations and business model. One cannot invest directly in an index. |
(3) | The MSCI World Index is a global stock market index that tracks the performance of large and mid-cap companies across 23 developed countries. One cannot invest directly in an index. |
(4) | The S&P 500® Index is a stock market index based on the market capitalizations of 500 leading companies publicly traded in the U.S. stock market, as determined by Standard & Poor’s. One cannot invest directly in an index. |
V-SHARES
Expense Examples (Unaudited)
October 31, 2023
As a shareholder of a Fund, you incur two types of costs: (1) transaction costs, including brokerage commission on purchases and sales of Fund shares, and (2) ongoing costs, including management fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in a Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The Examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2023 – October 31, 2023).
ACTUAL EXPENSES
The first line of each table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading titled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
HYPOTHETICAL EXAMPLES FOR COMPARISON PURPOSES
The second line of each table provides information about hypothetical account values and hypothetical expenses based on the 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 you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs. Therefore, the second line of each table is useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs may have been higher.
V-Shares US Leadership Diversity ETF
| Beginning | Ending | |
| Account Value | Account Value | Expenses Paid(1) |
| 05/01/2023 | 10/31/2023 | (05/01/2023 to 10/31/2023) |
Actual(2) | $1,000.00 | $1,009.90 | $1.47 |
Hypothetical | | | |
(5% return before expenses) | $1,000.00 | $1,023.74 | $1.48 |
(1) | Expenses are equal to the Fund’s annualized expense ratio for the most recent six-month period of 0.29%, multiplied by the average account value over the period, multiplied by 184/365 to reflect the one-half year period. |
(2) | Based on the actual return for the six-month period ended October 31, 2023 of 0.99%. |
V-Shares MSCI World ESG Materiality and Carbon Transition ETF
| Beginning | Ending | |
| Account Value | Account Value | Expenses Paid(3) |
| 05/01/2023 | 10/31/2023 | (05/01/2023 to 10/31/2023) |
Actual(4) | $1,000.00 | $ 986.80 | $1.95 |
Hypothetical | | | |
(5% return before expenses) | $1,000.00 | $1,023.24 | $1.99 |
(3) | Expenses are equal to the annualized expense ratio for the period from inception through October 31, 2023 of 0.39%, multiplied by the average account value over the period, multiplied by 184/365 to reflect the period since inception. |
(4) | Based on the actual return for the period since inception through October 31, 2023 of -1.32%. |
V-SHARES US LEADERSHIP DIVERSITY ETF
Sector Allocation(1) (Unaudited)
as of October 31, 2023
(% of net assets)
Top Ten Equity Holdings(1) (Unaudited)
as of October 31, 2023
(% of net assets)
Apple, Inc. | 9.8% |
Microsoft Corp. | 9.6% |
Alphabet, Inc., Class A & C | 5.4% |
NVIDIA Corp. | 3.8% |
Meta Platforms, Inc. | 2.6% |
UnitedHealth Group, Inc. | 1.9% |
Eli Lilly & Co. | 1.8% |
Johnson & Johnson | 1.5% |
Visa, Inc. – Class A | 1.5% |
Proctor & Gamble Co. | 1.4% |
(1) | Fund holdings and sector allocations are subject to change at any time and are not recommendations to buy or sell any security. |
V-SHARES MSCI WORLD ESG MATERIALITY AND CARBON TRANSITION ETF
Sector Allocation(1) (Unaudited)
as of October 31, 2023
(% of net assets)
Top Ten Equity Holdings(1) (Unaudited)
as of October 31, 2023
(% of net assets)
Microsoft Corp. | 10.8% |
NVIDIA Corp. | 6.1% |
Amazon.com, Inc. | 5.8% |
UnitedHealth Group, Inc. | 2.1% |
Proctor and Gamble Co. | 1.7% |
Novo Nordisk AS | 1.4% |
salesforce.com, Inc. | 1.2% |
Coca-Cola Co. | 1.0% |
Shell PLC | 1.0% |
Intel Corp. | 0.9% |
(1) | Fund holdings and sector allocations are subject to change at any time and are not recommendations to buy or sell any security. |
V-SHARES US LEADERSHIP DIVERSITY ETF
Schedule of Investments
October 31, 2023
| | Shares | | | Value | |
COMMON STOCKS — 99.1% | | | | | | |
| | | | | | |
Communication Services — 10.5% | | | | | | |
Alphabet, Inc. – Class A (a) | | | 264 | | | $ | 32,758 | |
Alphabet, Inc. – Class C (a) | | | 231 | | | | 28,944 | |
AT&T, Inc. | | | 315 | | | | 4,851 | |
Bumble, Inc. (a) | | | 3 | | | | 40 | |
Cinemark Holdings, Inc. (a) | | | 4 | | | | 66 | |
Electronic Arts, Inc. | | | 12 | | | | 1,485 | |
Frontier Communications Parent, Inc. (a) | | | 10 | | | | 179 | |
Integral Ad Science Holding Corp. (a) | | | 2 | | | | 23 | |
Liberty Latin America Ltd. (a) | | | 1 | | | | 7 | |
Liberty Latin America Ltd. (a) | | | 6 | | | | 41 | |
Live Nation Entertainment, Inc. (a) | | | 7 | | | | 560 | |
Match Group, Inc. (a) | | | 12 | | | | 415 | |
Meta Platforms, Inc. – Class A (a) | | | 98 | | | | 29,525 | |
Omnicom Group, Inc. | | | 9 | | | | 674 | |
Paramount Global | | | 22 | | | | 239 | |
Pinterest, Inc. (a) | | | 26 | | | | 777 | |
Scholastic Corp. | | | 1 | | | | 37 | |
Take-Two Interactive Software, Inc. (a) | | | 7 | | | | 936 | |
TEGNA, Inc. | | | 10 | | | | 145 | |
TKO Group Holdings, Inc. | | | 2 | | | | 164 | |
T-Mobile US, Inc. (a) | | | 25 | | | | 3,597 | |
Verizon Communications, Inc. | | | 186 | | | | 6,534 | |
Walt Disney (a) | | | 81 | | | | 6,609 | |
Warner Bros Discovery, Inc. (a) | | | 98 | | | | 974 | |
Ziff Davis, Inc. (a) | | | 2 | | | | 121 | |
Total Communication Services | | | | | | | 119,701 | |
| | | | | | | | |
Consumer Discretionary — 6.3% | | | | | | | | |
Academy Sports & Outdoors, Inc. | | | 3 | | | | 135 | |
Adtalem Global Education, Inc. (a) | | | 2 | | | | 104 | |
Airbnb, Inc. (a) | | | 17 | | | | 2,011 | |
AutoZone, Inc. (a) | | | 1 | | | | 2,477 | |
Bath & Body Works, Inc. | | | 10 | | | | 297 | |
Best Buy, Inc. | | | 9 | | | | 601 | |
Booking Holdings, Inc. (a) | | | 2 | | | | 5,579 | |
BorgWarner, Inc. | | | 10 | | | | 369 | |
Burlington Stores, Inc. (a) | | | 3 | | | | 363 | |
CarMax, Inc. (a) | | | 6 | | | | 367 | |
Chewy, Inc. (a) | | | 4 | | | | 77 | |
Choice Hotels International, Inc. | | | 2 | | | | 221 | |
See Notes to the Financial Statements
V-SHARES US LEADERSHIP DIVERSITY ETF
Schedule of Investments – Continued
October 31, 2023
| | Shares | | | Value | |
Consumer Discretionary — 6.3% (Continued) | | | | | | |
Coursera, Inc. (a) | | | 4 | | | $ | 69 | |
Cracker Barrel Old Country Store, Inc. | | | 1 | | | | 66 | |
Darden Restaurants, Inc. | | | 5 | | | | 728 | |
Deckers Outdoor Corp. (a) | | | 1 | | | | 597 | |
Dick’s Sporting Goods, Inc. | | | 2 | | | | 214 | |
Duolingo, Inc. (a) | | | 1 | | | | 146 | |
eBay, Inc. | | | 24 | | | | 942 | |
EVgo, Inc. (a) | | | 4 | | | | 8 | |
Expedia Group, Inc. (a) | | | 6 | | | | 572 | |
Fisker, Inc. (a) | | | 7 | | | | 32 | |
Five Below, Inc. (a) | | | 2 | | | | 348 | |
Foot Locker, Inc. | | | 4 | | | | 84 | |
Gap, Inc. | | | 10 | | | | 128 | |
General Motors | | | 61 | | | | 1,720 | |
Goodyear Tire & Rubber (a) | | | 13 | | | | 155 | |
H&R Block, Inc. | | | 7 | | | | 287 | |
Hanesbrands, Inc. | | | 16 | | | | 67 | |
Harley-Davidson, Inc. | | | 6 | | | | 161 | |
Home Depot, Inc. | | | 45 | | | | 12,810 | |
Kohl’s Corp. | | | 5 | | | | 113 | |
Krispy Kreme, Inc. | | | 2 | | | | 26 | |
LCI Industries | | | 1 | | | | 108 | |
Lear Corp. | | | 2 | | | | 260 | |
Leggett & Platt, Inc. | | | 6 | | | | 141 | |
Leslie’s, Inc. (a) | | | 7 | | | | 35 | |
Levi Strauss & Co. – Class A | | | 4 | | | | 55 | |
LKQ Corp. | | | 11 | | | | 483 | |
Lowe’s, Inc. | | | 27 | | | | 5,145 | |
Macy’s, Inc. | | | 12 | | | | 146 | |
Marriott International, Inc. – Class A | | | 12 | | | | 2,263 | |
Mattel, Inc. (a) | | | 16 | | | | 305 | |
McDonald’s Corp. | | | 32 | | | | 8,388 | |
Newell Brands, Inc. | | | 18 | | | | 121 | |
NIKE, Inc. – Class A | | | 55 | | | | 5,651 | |
Papa John’s International, Inc. | | | 1 | | | | 65 | |
Peloton Interactive, Inc. (a) | | | 13 | | | | 62 | |
Petco Health & Wellness Co., Inc. (a) | | | 4 | | | | 14 | |
Phinia, Inc. | | | 2 | | | | 52 | |
Planet Fitness, Inc. – Class A (a) | | | 4 | | | | 221 | |
Playa Hotels & Resorts NV (a) | | | 6 | | | | 43 | |
QuantumScape Corp. (a) | | | 11 | | | | 57 | |
See Notes to the Financial Statements
V-SHARES US LEADERSHIP DIVERSITY ETF
Schedule of Investments – Continued
October 31, 2023
| | Shares | | | Value | |
Consumer Discretionary — 6.3% (Continued) | | | | | | |
Ralph Lauren Corp. | | | 1 | | | $ | 113 | |
RH (a) | | | 1 | | | | 218 | |
Royal Caribbean Cruises (a) | | | 9 | | | | 763 | |
Sabre Corp. (a) | | | 13 | | | | 46 | |
Shake Shack, Inc. (a) | | | 2 | | | | 112 | |
Six Flags Entertainment Corp. (a) | | | 3 | | | | 60 | |
Starbucks Corp. | | | 50 | | | | 4,612 | |
Steven Madden Ltd. | | | 4 | | | | 131 | |
Stride, Inc. (a) | | | 2 | | | | 110 | |
Sweetgreen, Inc. (a) | | | 3 | | | | 31 | |
Tapestry, Inc. | | | 11 | | | | 303 | |
TJX, Inc. | | | 51 | | | | 4,492 | |
Topgolf Callaway Brands Corp. (a) | | | 6 | | | | 73 | |
Tractor Supply | | | 5 | | | | 963 | |
Udemy, Inc. (a) | | | 3 | | | | 27 | |
Ulta Beauty, Inc. (a) | | | 2 | | | | 763 | |
Victoria’s Secret & Co. (a) | | | 3 | | | | 54 | |
Visteon Corp. (a) | | | 1 | | | | 115 | |
Warby Parker, Inc. (a) | | | 3 | | | | 39 | |
Wayfair, Inc. (a) | | | 3 | | | | 128 | |
Whirlpool Corp. | | | 2 | | | | 209 | |
Wingstop, Inc. | | | 2 | | | | 366 | |
Wolverine World Wide, Inc. | | | 3 | | | | 24 | |
Yum China Holdings, Inc. | | | 18 | | | | 946 | |
Yum! Brands, Inc. | | | 13 | | | | 1,571 | |
Total Consumer Discretionary | | | | | | | 71,758 | |
| | | | | | | | |
Consumer Staples — 6.1% | | | | | | | | |
Altria Group, Inc. | | | 80 | | | | 3,214 | |
Archer-Daniels-Midland Co. | | | 25 | | | | 1,789 | |
Beyond Meat, Inc. (a) | | | 2 | | | | 12 | |
Bunge Ltd. | | | 6 | | | | 636 | |
Campbell Soup Co. | | | 9 | | | | 364 | |
Casey’s General Stores, Inc. | | | 2 | | | | 544 | |
Clorox | | | 5 | | | | 589 | |
Coca-Cola | | | 172 | | | | 9,716 | |
Conagra Brands, Inc. | | | 22 | | | | 602 | |
Constellation Brands, Inc. | | | 7 | | | | 1,639 | |
Coty, Inc. (a) | | | 16 | | | | 150 | |
Dollar General Corp. | | | 9 | | | | 1,071 | |
elf Beauty, Inc. (a) | | | 2 | | | | 185 | |
See Notes to the Financial Statements
V-SHARES US LEADERSHIP DIVERSITY ETF
Schedule of Investments – Continued
October 31, 2023
| | Shares | | | Value | |
Consumer Staples — 6.1% (Continued) | | | | | | |
Energizer Holdings, Inc. | | | 3 | | | $ | 95 | |
Estee Lauder Companies, Inc. | | | 9 | | | | 1,160 | |
Fresh Del Monte Produce, Inc. | | | 2 | | | | 50 | |
General Mills, Inc. | | | 26 | | | | 1,696 | |
Herbalife Nutrition Ltd. (a) | | | 4 | | | | 57 | |
Hormel Foods Corp. | | | 13 | | | | 423 | |
Kellanova | | | 11 | | | | 555 | |
Kimberly-Clark Corp. | | | 15 | | | | 1,795 | |
Kraft Heinz | | | 34 | | | | 1,070 | |
Kroger | | | 31 | | | | 1,406 | |
McCormick, Inc. | | | 11 | | | | 703 | |
Molson Coors Beverage | | | 8 | | | | 462 | |
Mondelez International, Inc. | | | 60 | | | | 3,973 | |
Nu Skin Enterprises, Inc. – Class A | | | 2 | | | | 38 | |
Olaplex Holdings, Inc. (a) | | | 5 | | | | 7 | |
PepsiCo, Inc. | | | 61 | | | | 9,960 | |
Philip Morris International, Inc. | | | 68 | | | | 6,063 | |
PriceSmart, Inc. | | | 2 | | | | 125 | |
Procter & Gamble | | | 105 | | | | 15,753 | |
Spectrum Brands Holdings, Inc. | | | 1 | | | | 75 | |
Target Corp. | | | 21 | | | | 2,327 | |
TreeHouse Foods, Inc. (a) | | | 2 | | | | 83 | |
Tyson Foods, Inc. – Class A | | | 13 | | | | 603 | |
United Natural Foods, Inc. (a) | | | 2 | | | | 29 | |
Walgreens Boots Alliance, Inc. | | | 31 | | | | 653 | |
WK Kellogg Co. (a) | | | 2 | | | | 20 | |
Total Consumer Staples | | | | | | | 69,692 | |
| | | | | | | | |
Energy — 2.8% | | | | | | | | |
California Resources Corp. | | | 3 | | | | 158 | |
ChampionX Corp. | | | 9 | | | | 277 | |
Chevron Corp. | | | 78 | | | | 11,367 | |
ConocoPhillips | | | 55 | | | | 6,534 | |
Diamondback Energy, Inc. | | | 7 | | | | 1,122 | |
Halliburton Co. | | | 39 | | | | 1,534 | |
HF Sinclair Corp. | | | 7 | | | | 388 | |
Marathon Petroleum Corp. | | | 20 | | | | 3,025 | |
Occidental Petroleum Corp. | | | 31 | | | | 1,916 | |
PBF Energy, Inc. – Class A | | | 5 | | | | 238 | |
Pioneer Natural Resources Co. | | | 10 | | | | 2,390 | |
See Notes to the Financial Statements
V-SHARES US LEADERSHIP DIVERSITY ETF
Schedule of Investments – Continued
October 31, 2023
| | Shares | | | Value | |
Energy — 2.8% (Continued) | | | | | | |
Targa Resources Corp. | | | 9 | | | $ | 752 | |
Valero Energy Corp. | | | 17 | | | | 2,159 | |
Total Energy | | | | | | | 31,860 | |
| | | | | | | | |
Financials — 11.4% | | | | | | | | |
Affirm Holdings, Inc. (a) | | | 9 | | | | 158 | |
Aflac, Inc. | | | 25 | | | | 1,953 | |
Allstate Corp. | | | 12 | | | | 1,538 | |
American Express Co. | | | 26 | | | | 3,797 | |
Annaly Capital Management, Inc. | | | 21 | | | | 328 | |
Aon | | | 9 | | | | 2,786 | |
Apollo Global Management, Inc. | | | 18 | | | | 1,394 | |
Associated Banc-Corp | | | 6 | | | | 97 | |
Assurant, Inc. | | | 2 | | | | 298 | |
Assured Guaranty Ltd. | | | 3 | | | | 187 | |
AvidXchange Holdings, Inc. (a) | | | 5 | | | | 43 | |
Bank of America Corp. | | | 309 | | | | 8,139 | |
Bank of Hawaii Corp. | | | 2 | | | | 99 | |
Bank of New York Mellon Corp. | | | 34 | | | | 1,445 | |
BankUnited, Inc. | | | 4 | | | | 87 | |
Berkshire Hills Bancorp, Inc. | | | 1 | | | | 20 | |
BlackRock, Inc. | | | 7 | | | | 4,286 | |
Block, Inc. (a) | | | 23 | | | | 926 | |
Brighthouse Financial, Inc. (a) | | | 3 | | | | 136 | |
Cadence Bank | | | 8 | | | | 169 | |
Capital One Financial Corp. | | | 17 | | | | 1,722 | |
Cathay General Bancorp | | | 4 | | | | 136 | |
CBOE Global Markets, Inc. | | | 5 | | | | 819 | |
Charles Schwab Corp. | | | 62 | | | | 3,226 | |
Citigroup, Inc. | | | 83 | | | | 3,278 | |
Columbia Banking System, Inc. | | | 9 | | | | 177 | |
Comerica, Inc. | | | 6 | | | | 236 | |
CVB Financial Corp. | | | 6 | | | | 94 | |
Discover Financial Services | | | 12 | | | | 985 | |
East West Bancorp, Inc. | | | 6 | | | | 322 | |
Eastern Bankshares, Inc. | | | 8 | | | | 88 | |
Employers Holdings, Inc. | | | 2 | | | | 76 | |
Enact Holdings, Inc. | | | 1 | | | | 28 | |
Encore Capital Group, Inc. (a) | | | 1 | | | | 38 | |
Enterprise Financial Services Corp. | | | 1 | | | | 35 | |
Equitable Holdings, Inc. | | | 16 | | | | 425 | |
See Notes to the Financial Statements
V-SHARES US LEADERSHIP DIVERSITY ETF
Schedule of Investments – Continued
October 31, 2023
| | Shares | | | Value | |
Financials — 11.4% (Continued) | | | | | | |
FactSet Research Systems, Inc. | | | 2 | | | $ | 864 | |
Fidelity National Information Services, Inc. | | | 26 | | | | 1,277 | |
Fifth Third Bancorp | | | 30 | | | | 711 | |
First BanCorp | | | 8 | | | | 107 | |
First Hawaiian, Inc. | | | 6 | | | | 108 | |
First Horizon Corp. | | | 23 | | | | 247 | |
First Merchants Corp. | | | 2 | | | | 55 | |
Fiserv, Inc. (a) | | | 27 | | | | 3,071 | |
Franklin Resources, Inc. | | | 13 | | | | 296 | |
Fulton Financial Corp. | | | 7 | | | | 91 | |
Genworth Financial, Inc. (a) | | | 21 | | | | 126 | |
Global Payments, Inc. | | | 12 | | | | 1,275 | |
Globe Life, Inc. | | | 4 | | | | 465 | |
Goldman Sachs Group, Inc. | | | 15 | | | | 4,554 | |
Hanover Insurance Group, Inc. | | | 1 | | | | 117 | |
Hartford Financial Services Group, Inc. | | | 14 | | | | 1,028 | |
Hope Bancorp, Inc. | | | 5 | | | | 44 | |
Huntington Bancshares, Inc. | | | 63 | | | | 608 | |
Intercontinental Exchange, Inc. | | | 25 | | | | 2,686 | |
International Bancshares Corp. | | | 2 | | | | 88 | |
Janus Henderson Group | | | 7 | | | | 161 | |
Kemper Corp. | | | 2 | | | | 80 | |
KeyCorp | | | 41 | | | | 419 | |
Lemonade, Inc. (a) | | | 2 | | | | 22 | |
Lincoln National Corp. | | | 7 | | | | 152 | |
M&T Bank Corp. | | | 7 | | | | 789 | |
Marqeta, Inc. (a) | | | 19 | | | | 98 | |
Marsh & McLennan Cos, Inc. | | | 22 | | | | 4,172 | |
Mastercard, Inc. – Class A | | | 37 | | | | 13,925 | |
MetLife, Inc. | | | 28 | | | | 1,680 | |
MGIC Investment Corp. | | | 13 | | | | 219 | |
Moody’s Corp. | | | 7 | | | | 2,156 | |
Morgan Stanley | | | 58 | | | | 4,108 | |
Morningstar, Inc. | | | 1 | | | | 253 | |
MSCI, Inc. | | | 3 | | | | 1,415 | |
Nasdaq, Inc. | | | 15 | | | | 744 | |
Northern Trust Corp. | | | 9 | | | | 593 | |
OFG Bancorp | | | 2 | | | | 59 | |
Old National Bancorp | | | 13 | | | | 178 | |
Pacific Premier Bancorp, Inc. | | | 4 | | | | 76 | |
PayPal Holdings, Inc. (a) | | | 50 | | | | 2,590 | |
See Notes to the Financial Statements
V-SHARES US LEADERSHIP DIVERSITY ETF
Schedule of Investments – Continued
October 31, 2023
| | Shares | | | Value | |
Financials — 11.4% (Continued) | | | | | | |
PNC Financial Services Group, Inc. | | | 18 | | | $ | 2,060 | |
Popular, Inc. | | | 3 | | | | 195 | |
PRA Group, Inc. (a) | | | 2 | | | | 25 | |
Primerica, Inc. | | | 2 | | | | 382 | |
Principal Financial Group, Inc. | | | 11 | | | | 744 | |
ProAssurance Corp. | | | 2 | | | | 34 | |
PROG Holdings, Inc. (a) | | | 2 | | | | 55 | |
Prudential Financial, Inc. | | | 16 | | | | 1,463 | |
Radian Group, Inc. | | | 6 | | | | 152 | |
Raymond James Financial, Inc. | | | 8 | | | | 764 | |
Regions Financial Corp. | | | 41 | | | | 596 | |
Reinsurance Group of America, Inc. | | | 2 | | | | 299 | |
Remitly Global, Inc. (a) | | | 5 | | | | 135 | |
Robinhood Markets, Inc. (a) | | | 25 | | | | 229 | |
SiriusPoint Ltd. (a) | | | 4 | | | | 39 | |
SOFI TECHNOLOGIES INC COM (a) | | | 34 | | | | 257 | |
State Street Corp. | | | 16 | | | | 1,034 | |
Synchrony Financial | | | 20 | | | | 561 | |
Synovus Financial Corp. | | | 6 | | | | 156 | |
T Rowe Price Group, Inc. | | | 10 | | | | 905 | |
Toast, Inc. (a) | | | 14 | | | | 224 | |
Triumph Financial, Inc. (a) | | | 1 | | | | 62 | |
Truist Financial Corp. | | | 58 | | | | 1,645 | |
Unum Group | | | 8 | | | | 391 | |
Upstart Holdings, Inc. (a) | | | 3 | | | | 72 | |
US Bancorp | | | 65 | | | | 2,072 | |
Visa, Inc. – Class A | | | 72 | | | | 16,926 | |
Washington Federal, Inc. | | | 3 | | | | 74 | |
Webster Financial Corp. | | | 7 | | | | 266 | |
Wells Fargo & Co. | | | 167 | | | | 6,642 | |
Zions Bancorp | | | 7 | | | | 216 | |
Total Financials | | | | | | | 129,953 | |
| | | | | | | | |
Health Care — 15.2% | | | | | | | | |
23andMe Holding Co. (a) | | | 11 | | | | 9 | |
Abbott Laboratories | | | 76 | | | | 7,186 | |
AbbVie, Inc. | | | 78 | | | | 11,012 | |
Accolade, Inc. (a) | | | 2 | | | | 13 | |
Agilent Technologies, Inc. | | | 13 | | | | 1,344 | |
Agios Pharmaceuticals, Inc. (a) | | | 2 | | | | 42 | |
Akero Therapeutics, Inc. (a) | | | 1 | | | | 12 | |
See Notes to the Financial Statements
V-SHARES US LEADERSHIP DIVERSITY ETF
Schedule of Investments – Continued
October 31, 2023
| | Shares | | | Value | |
Health Care — 15.2% (Continued) | | | | | | |
Align Technology, Inc. (a) | | | 3 | | | $ | 554 | |
Alignment Healthcare, Inc. (a) | | | 4 | | | | 28 | |
Alnylam Pharmaceuticals, Inc. (a) | | | 5 | | | | 759 | |
AMN Healthcare Services, Inc. (a) | | | 2 | | | | 152 | |
Amphastar Pharmaceuticals, Inc. (a) | | | 1 | | | | 45 | |
Apollo Medical Holdings, Inc. (a) | | | 1 | | | | 31 | |
Arcus Biosciences, Inc. (a) | | | 2 | | | | 31 | |
Avantor, Inc. (a) | | | 28 | | | | 488 | |
Baxter International, Inc. | | | 23 | | | | 746 | |
Biogen, Inc. (a) | | | 6 | | | | 1,425 | |
Blueprint Medicines Corp. (a) | | | 2 | | | | 118 | |
Boston Scientific Corp. (a) | | | 63 | | | | 3,225 | |
Bridgebio Pharma, Inc. (a) | | | 5 | | | | 130 | |
Bristol-Myers Squibb | | | 94 | | | | 4,844 | |
Cardinal Health, Inc. | | | 12 | | | | 1,092 | |
Centene Corp. (a) | | | 25 | | | | 1,725 | |
Cerevel Therapeutics Holdings, Inc. (a) | | | 2 | | | | 47 | |
Cigna Group | | | 13 | | | | 4,020 | |
CVS Health Corp. | | | 57 | | | | 3,934 | |
Cytek Biosciences, Inc. (a) | | | 4 | | | | 17 | |
Danaher Corp. | | | 29 | | | | 5,569 | |
DaVita, Inc. (a) | | | 3 | | | | 232 | |
Denali Therapeutics, Inc. (a) | | | 4 | | | | 75 | |
Edwards Lifesciences Corp. (a) | | | 27 | | | | 1,720 | |
Elanco Animal Health, Inc. (a) | | | 21 | | | | 185 | |
Elevance Health, Inc. | | | 10 | | | | 4,501 | |
Eli Lilly & Co. | | | 37 | | | | 20,494 | |
Embecta Corp. | | | 2 | | | | 30 | |
Enovis Corp. (a) | | | 2 | | | | 92 | |
Envista Holdings Corp. (a) | | | 8 | | | | 186 | |
FibroGen, Inc. (a) | | | 3 | | | | 2 | |
Fortrea Holdings, Inc. (a) | | | 4 | | | | 114 | |
Gilead Sciences, Inc. | | | 56 | | | | 4,398 | |
Guardant Health, Inc. (a) | | | 4 | | | | 104 | |
Henry Schein, Inc. (a) | | | 6 | | | | 390 | |
Hims & Hers Health, Inc. (a) | | | 5 | | | | 30 | |
ICU Medical, Inc. (a) | | | 1 | | | | 98 | |
IDEXX Laboratories, Inc. (a) | | | 4 | | | | 1,598 | |
Illumina, Inc. (a) | | | 7 | | | | 766 | |
Intuitive Surgical, Inc. (a) | | | 16 | | | | 4,196 | |
IQVIA Holdings, Inc. (a) | | | 8 | | | | 1,447 | |
See Notes to the Financial Statements
V-SHARES US LEADERSHIP DIVERSITY ETF
Schedule of Investments – Continued
October 31, 2023
| | Shares | | | Value | |
Health Care — 15.2% (Continued) | | | | | | |
iRhythm Technologies, Inc. (a) | | | 1 | | | $ | 79 | |
Johnson & Johnson | | | 116 | | | | 17,207 | |
Karuna Therapeutics, Inc. (a) | | | 1 | | | | 167 | |
Laboratory Corporation of America Holdings | | | 4 | | | | 799 | |
McKesson Corp. | | | 6 | | | | 2,732 | |
Medtronic PLC | | | 58 | | | | 4,092 | |
Mirati Therapeutics, Inc. (a) | | | 2 | | | | 111 | |
Myriad Genetics, Inc. (a) | | | 4 | | | | 62 | |
Option Care Health, Inc. (a) | | | 7 | | | | 194 | |
Organon & Co. | | | 11 | | | | 163 | |
Owens & Minor, Inc. (a) | | | 3 | | | | 43 | |
Penumbra, Inc. (a) | | | 2 | | | | 382 | |
PerkinElmer, Inc. | | | 5 | | | | 414 | |
Pfizer, Inc. | | | 249 | | | | 7,609 | |
Quest Diagnostics, Inc. | | | 4 | | | | 520 | |
Recursion Pharmaceuticals, Inc. (a) | | | 5 | | | | 26 | |
Regeneron Pharmaceuticals, Inc. (a) | | | 5 | | | | 3,899 | |
Relay Therapeutics, Inc. (a) | | | 3 | | | | 20 | |
ResMed, Inc. | | | 6 | | | | 847 | |
Stryker Corp. | | | 14 | | | | 3,783 | |
Teladoc Health, Inc. (a) | | | 6 | | | | 99 | |
Tenet Healthcare Corp. (a) | | | 4 | | | | 215 | |
Thermo Fisher Scientific, Inc. | | | 17 | | | | 7,561 | |
Ultragenyx Pharmaceutical, Inc. (a) | | | 2 | | | | 71 | |
United Therapeutics Corp. (a) | | | 2 | | | | 446 | |
UnitedHealth Group, Inc. | | | 41 | | | | 21,957 | |
Ventyx Biosciences, Inc. (a) | | | 1 | | | | 14 | |
Vertex Pharmaceuticals, Inc. (a) | | | 11 | | | | 3,983 | |
Viatris, Inc. | | | 53 | | | | 472 | |
Vir Biotechnology, Inc. (a) | | | 4 | | | | 32 | |
Waters Corp. (a) | | | 3 | | | | 716 | |
Xencor, Inc. (a) | | | 2 | | | | 35 | |
Zentalis Pharmaceuticals, Inc. (a) | | | 2 | | | | 33 | |
Zimmer Biomet Holdings, Inc. | | | 10 | | | | 1,044 | |
Zoetis, Inc. | | | 21 | | | | 3,297 | |
Total Health Care | | | | | | | 172,380 | |
| | | | | | | | |
Industrials — 7.3% | | | | | | | | |
3M Co. | | | 25 | | | | 2,274 | |
A O Smith Corp. | | | 5 | | | | 349 | |
ABM Industries, Inc. | | | 3 | | | | 118 | |
See Notes to the Financial Statements
V-SHARES US LEADERSHIP DIVERSITY ETF
Schedule of Investments – Continued
October 31, 2023
| | Shares | | | Value | |
Industrials — 7.3% (Continued) | | | | | | |
Advanced Drainage Systems, Inc. | | | 3 | | | $ | 320 | |
AGCO Corp. | | | 2 | | | | 229 | |
Alaska Air Group, Inc. (a) | | | 6 | | | | 190 | |
American Airlines Group, Inc. (a) | | | 28 | | | | 312 | |
Apogee Enterprises, Inc. | | | 1 | | | | 43 | |
Arcosa, Inc. | | | 2 | | | | 138 | |
ASGN, Inc. (a) | | | 2 | | | | 167 | |
Automatic Data Processing, Inc. | | | 18 | | | | 3,928 | |
Axon Enterprise, Inc. (a) | | | 3 | | | | 613 | |
AZEK Co., Inc. (a) | | | 6 | | | | 157 | |
Barnes Group, Inc. | | | 2 | | | | 42 | |
Boeing (a) | | | 26 | | | | 4,858 | |
Boise Cascade | | | 1 | | | | 94 | |
Booz Allen Hamilton Holding Corp. | | | 6 | | | | 720 | |
Broadridge Financial Solutions, Inc. | | | 6 | | | | 1,024 | |
Chart Industries, Inc. (a) | | | 2 | | | | 232 | |
CSG Systems International, Inc. | | | 2 | | | | 94 | |
Cummins, Inc. | | | 6 | | | | 1,298 | |
Deere & Co. | | | 12 | | | | 4,384 | |
Delta Air Lines, Inc. | | | 28 | | | | 875 | |
Donaldson Co, Inc. | | | 5 | | | | 288 | |
Eaton Corp. | | | 18 | | | | 3,742 | |
Emerson Electric Co. | | | 25 | | | | 2,224 | |
ExlService Holdings, Inc. (a) | | | 10 | | | | 261 | |
FedEx Corp. | | | 11 | | | | 2,641 | |
Fluence Energy, Inc. (a) | | | 2 | | | | 35 | |
Fortive Corp. | | | 16 | | | | 1,044 | |
Fortune Brands Home & Security, Inc. | | | 5 | | | | 279 | |
Forward Air Corp. | | | 2 | | | | 129 | |
FTI Consulting, Inc. (a) | | | 2 | | | | 425 | |
FuelCell Energy, Inc. (a) | | | 17 | | | | 19 | |
Genpact Ltd. | | | 8 | | | | 268 | |
GEO Group (a) | | | 6 | | | | 52 | |
Granite Construction, Inc. | | | 2 | | | | 81 | |
Greenbrier, Inc. | | | 1 | | | | 35 | |
Griffon Corp. | | | 2 | | | | 80 | |
Hillenbrand, Inc. | | | 3 | | | | 114 | |
Honeywell International, Inc. | | | 30 | | | | 5,499 | |
IDEX Corp. | | | 3 | | | | 574 | |
Jacobs Solutions, Inc. | | | 6 | | | | 800 | |
JetBlue Airways Corp. (a) | | | 15 | | | | 56 | |
See Notes to the Financial Statements
V-SHARES US LEADERSHIP DIVERSITY ETF
Schedule of Investments – Continued
October 31, 2023
| | Shares | | | Value | |
Industrials — 7.3% (Continued) | | | | | | |
Joby Aviation, Inc. (a) | | | 13 | | | $ | 69 | |
Johnson Controls International | | | 30 | | | | 1,471 | |
KBR, Inc. | | | 6 | | | | 349 | |
Kennametal, Inc. | | | 4 | | | | 92 | |
L3Harris Technologies, Inc. | | | 8 | | | | 1,435 | |
Landstar System, Inc. | | | 1 | | | | 165 | |
Legalzoom.com, Inc. (a) | | | 4 | | | | 40 | |
Lennox International, Inc. | | | 1 | | | | 371 | |
Lincoln Electric Holdings, Inc. | | | 2 | | | | 350 | |
Lyft, Inc. (a) | | | 13 | | | | 119 | |
ManpowerGroup, Inc. | | | 2 | | | | 140 | |
Masco Corp. | | | 9 | | | | 469 | |
Matson, Inc. | | | 2 | | | | 174 | |
Matthews International Corp. | | | 1 | | | | 35 | |
Montrose Environmental Group, Inc. (a) | | | 1 | | | | 23 | |
Nordson Corp. | | | 2 | | | | 425 | |
Norfolk Southern Corp. | | | 10 | | | | 1,908 | |
Northrop Grumman Corp. | | | 7 | | | | 3,300 | |
nVent Electric PLC | | | 8 | | | | 385 | |
Otis Worldwide Corp. | | | 19 | | | | 1,467 | |
Owens Corning | | | 4 | | | | 453 | |
Pentair PLC | | | 8 | | | | 465 | |
Regal Rexnord Corp. | | | 3 | | | | 355 | |
Republic Services, Inc. | | | 9 | | | | 1,336 | |
Rockwell Automation, Inc. | | | 5 | | | | 1,314 | |
Ryder System, Inc. | | | 2 | | | | 195 | |
Saia, Inc. (a) | | | 1 | | | | 358 | |
Science Applications International Corp. | | | 2 | | | | 218 | |
Stanley Black & Decker, Inc. | | | 7 | | | | 595 | |
Stericycle, Inc. (a) | | | 4 | | | | 165 | |
TaskUS, Inc. (a) | | | 1 | | | | 9 | |
Toro | | | 4 | | | | 323 | |
Trane Technologies PLC | | | 10 | | | | 1,903 | |
TransUnion | | | 8 | | | | 351 | |
TriNet Group, Inc. (a) | | | 2 | | | | 206 | |
Trinity Industries, Inc. | | | 4 | | | | 83 | |
Uber Technologies, Inc. (a) | | | 85 | | | | 3,679 | |
Union Pacific Corp. | | | 27 | | | | 5,606 | |
United Parcel Service, Inc. – Class B | | | 32 | | | | 4,520 | |
United Rentals, Inc. | | | 3 | | | | 1,219 | |
Veralto Corp. (a) | | | 9 | | | | 621 | |
See Notes to the Financial Statements
V-SHARES US LEADERSHIP DIVERSITY ETF
Schedule of Investments – Continued
October 31, 2023
| | Shares | | | Value | |
Industrials — 7.3% (Continued) | | | | | | |
Waste Management, Inc. | | | 19 | | | $ | 3,122 | |
Westinghouse Air Brake Technologies Corp. | | | 7 | | | | 742 | |
WW Grainger, Inc. | | | 2 | | | | 1,460 | |
XPO, Inc. (a) | | | 5 | | | | 379 | |
Total Industrials | | | | | | | 83,569 | |
| | | | | | | | |
Information Technology — 34.5% (b) | | | | | | | | |
Accenture – Class A | | | 29 | | | | 8,617 | |
ACI Worldwide, Inc. (a) | | | 5 | | | | 102 | |
Adobe, Inc. (a) | | | 20 | | | | 10,640 | |
ADTRAN Holdings, Inc. | | | 3 | | | | 20 | |
Advanced Micro Devices, Inc. (a) | | | 71 | | | | 6,994 | |
Akamai Technologies, Inc. (a) | | | 7 | | | | 723 | |
Amkor Technology, Inc. | | | 4 | | | | 83 | |
Amplitude, Inc. (a) | | | 2 | | | | 20 | |
Analog Devices, Inc. | | | 23 | | | | 3,619 | |
ANSYS, Inc. (a) | | | 4 | | | | 1,113 | |
Apple, Inc. | | | 657 | | | | 112,195 | |
AppLovin Corp. (a) | | | 6 | | | | 219 | |
Arista Networks, Inc. (a) | | | 10 | | | | 2,004 | |
Aspen Technology, Inc. (a) | | | 1 | | | | 178 | |
Atlassian Corp. (a) | | | 6 | | | | 1,084 | |
Avnet, Inc. | | | 4 | | | | 185 | |
Axcelis Technologies, Inc. (a) | | | 2 | | | | 255 | |
Belden, Inc. | | | 1 | | | | 71 | |
BILL Holdings, Inc. (a) | | | 4 | | | | 365 | |
Blackline, Inc. (a) | | | 2 | | | | 98 | |
Box, Inc. (a) | | | 6 | | | | 149 | |
Broadcom, Inc. | | | 18 | | | | 15,144 | |
Cadence Design Systems, Inc. (a) | | | 12 | | | | 2,878 | |
CCC Intelligent Solutions Holdings, Inc. (a) | | | 6 | | | | 65 | |
CDW Corp. | | | 6 | | | | 1,202 | |
Cisco Systems, Inc. | | | 181 | | | | 9,436 | |
Cognex Corp. | | | 8 | | | | 288 | |
Cognizant Technology Solutions Corp. – Class A | | | 23 | | | | 1,483 | |
Coherent Corp. (a) | | | 5 | | | | 148 | |
CommVault Systems, Inc. (a) | | | 2 | | | | 131 | |
Corning, Inc. | | | 37 | | | | 990 | |
Corsair Gaming, Inc. (a) | | | 1 | | | | 13 | |
DigitalOcean Holdings, Inc. (a) | | | 2 | | | | 41 | |
Dolby Laboratories, Inc. | | | 2 | | | | 162 | |
See Notes to the Financial Statements
V-SHARES US LEADERSHIP DIVERSITY ETF
Schedule of Investments – Continued
October 31, 2023
| | Shares | | | Value | |
Information Technology — 34.5% (b) (Continued) | | | | | | |
Dropbox, Inc. – Class A (a) | | | 12 | | | $ | 316 | |
DXC Technology Co. (a) | | | 11 | | | | 222 | |
Elastic NV (a) | | | 3 | | | | 225 | |
Enfusion, Inc. (a) | | | 1 | | | | 8 | |
Envestnet, Inc. (a) | | | 2 | | | | 74 | |
F5, Inc. (a) | | | 2 | | | | 303 | |
Fastly, Inc. (a) | | | 4 | | | | 59 | |
Flex Ltd. (a) | | | 20 | | | | 514 | |
Freshworks, Inc. (a) | | | 5 | | | | 90 | |
Gartner, Inc. (a) | | | 3 | | | | 996 | |
Gen Digital, Inc. | | | 27 | | | | 450 | |
GoDaddy, Inc. (a) | | | 6 | | | | 439 | |
Guidewire Software, Inc. (a) | | | 4 | | | | 361 | |
Hewlett Packard Enterprise | | | 57 | | | | 877 | |
HP, Inc. | | | 44 | | | | 1,159 | |
HubSpot, Inc. (a) | | | 2 | | | | 848 | |
Insight Enterprises, Inc. (a) | | | 2 | | | | 287 | |
Intuit, Inc. | | | 12 | | | | 5,939 | |
Jamf Holding Corp. (a) | | | 2 | | | | 32 | |
Juniper Networks, Inc. | | | 14 | | | | 377 | |
Keysight Technologies, Inc. (a) | | | 8 | | | | 976 | |
KLA Corp. | | | 6 | | | | 2,818 | |
Kyndryl Holdings, Inc. (a) | | | 9 | | | | 132 | |
Lam Research Corp. | | | 6 | | | | 3,529 | |
Littelfuse, Inc. | | | 1 | | | | 217 | |
MACOM Technology Solutions Holdings, Inc. (a) | | | 2 | | | | 141 | |
Micron Technology, Inc. | | | 49 | | | | 3,277 | |
Microsoft Corp. | | | 324 | | | | 109,547 | |
MKS Instruments, Inc. | | | 2 | | | | 131 | |
Model N, Inc. (a) | | | 1 | | | | 24 | |
NetApp, Inc. | | | 10 | | | | 728 | |
NetScout Systems, Inc. (a) | | | 3 | | | | 65 | |
New Relic, Inc. (a) | | | 2 | | | | 173 | |
NVIDIA Corp. | | | 105 | | | | 42,818 | |
Okta, Inc. (a) | | | 6 | | | | 404 | |
PagerDuty, Inc. (a) | | | 4 | | | | 81 | |
Palo Alto Networks, Inc. (a) | | | 13 | | | | 3,159 | |
Power Integrations, Inc. | | | 2 | | | | 139 | |
PowerSchool Holdings, Inc. (a) | | | 3 | | | | 60 | |
Progress Software Corp. | | | 2 | | | | 103 | |
QUALCOMM, Inc. | | | 50 | | | | 5,450 | |
See Notes to the Financial Statements
V-SHARES US LEADERSHIP DIVERSITY ETF
Schedule of Investments – Continued
October 31, 2023
| | Shares | | | Value | |
Information Technology — 34.5% (b) (Continued) | | | | | | |
Rapid7, Inc. (a) | | | 2 | | | $ | 93 | |
salesforce.com, Inc. (a) | | | 43 | | | | 8,636 | |
Samsara, Inc. (a) | | | 4 | | | | 92 | |
Seagate Technology Holdings PLC | | | 9 | | | | 614 | |
Semtech Corp. (a) | | | 3 | | | | 42 | |
ServiceNow, Inc. (a) | | | 9 | | | | 5,237 | |
Silicon Laboratories, Inc. (a) | | | 1 | | | | 92 | |
Synaptics, Inc. (a) | | | 2 | | | | 167 | |
TD SYNNEX Corp. | | | 2 | | | | 183 | |
TE Connectivity Ltd. | | | 15 | | | | 1,768 | |
Teledyne Technologies, Inc. (a) | | | 2 | | | | 749 | |
Texas Instruments, Inc. | | | 40 | | | | 5,680 | |
Thoughtworks Holding, Inc. (a) | | | 3 | | | | 10 | |
Viasat, Inc. (a) | | | 4 | | | | 74 | |
VMware, Inc. (a) | | | 9 | | | | 1,311 | |
Workday, Inc. (a) | | | 8 | | | | 1,694 | |
Zuora, Inc. (a) | | | 6 | | | | 44 | |
Total Information Technology | | | | | | | 394,749 | |
| | | | | | | | |
Materials — 1.6% | | | | | | | | |
Air Products and Chemicals, Inc. | | | 10 | | | | 2,824 | |
Albemarle Corp. | | | 5 | | | | 634 | |
Amcor PLC | | | 66 | | | | 587 | |
AptarGroup, Inc. | | | 3 | | | | 367 | |
Ashland, Inc. | | | 2 | | | | 153 | |
Avery Dennison Corp. | | | 3 | | | | 522 | |
Axalta Coating Systems Ltd. (a) | | | 9 | | | | 236 | |
Ball Corp. | | | 14 | | | | 674 | |
Cabot Corp. | | | 2 | | | | 133 | |
Carpenter Technology Corp. | | | 2 | | | | 125 | |
CF Industries Holdings, Inc. | | | 9 | | | | 718 | |
Chemours | | | 6 | | | | 145 | |
Cleveland-Cliffs, Inc. (a) | | | 22 | | | | 369 | |
Dow, Inc. | | | 32 | | | | 1,547 | |
Eastman Chemical | | | 5 | | | | 374 | |
Ginkgo Bioworks Holdings, Inc. (a) | | | 50 | | | | 69 | |
International Flavors & Fragrances, Inc. | | | 11 | | | | 752 | |
International Paper | | | 16 | | | | 540 | |
LyondellBasell Industries | | | 11 | | | | 992 | |
Martin Marietta Materials, Inc. | | | 3 | | | | 1,227 | |
Newmont Corp. | | | 35 | | | | 1,311 | |
See Notes to the Financial Statements
V-SHARES US LEADERSHIP DIVERSITY ETF
Schedule of Investments – Continued
October 31, 2023
| | Shares | | | Value | |
Materials — 1.6% (Continued) | | | | | | |
Reliance Steel & Aluminum Co. | | | 2 | | | $ | 509 | |
Sealed Air Corp. | | | 6 | | | | 185 | |
Sherwin-Williams | | | 11 | | | | 2,620 | |
Westrock Co. | | | 11 | | | | 395 | |
Total Materials | | | | | | | 18,008 | |
| | | | | | | | |
Real Estate — 1.3% | | | | | | | | |
Alexander & Baldwin, Inc. | | | 4 | | | | 63 | |
American Tower Corp. | | | 20 | | | | 3,563 | |
Apartment Income REIT Corp. | | | 7 | | | | 204 | |
Broadstone Net Lease, Inc. | | | 7 | | | | 99 | |
Camden Property Trust | | | 4 | | | | 340 | |
CBRE Group, Inc. (a) | | | 14 | | | | 971 | |
Compass, Inc. (a) | | | 13 | | | | 26 | |
Cushman & Wakefield PLC (a) | | | 8 | | | | 59 | |
DigitalBridge Group, Inc. | | | 7 | | | | 111 | |
Douglas Emmett, Inc. | | | 7 | | | | 78 | |
Equinix, Inc. | | | 4 | | | | 2,918 | |
Essex Property Trust, Inc. | | | 2 | | | | 428 | |
Hudson Pacific Properties, Inc. | | | 6 | | | | 27 | |
Jones Lang LaSalle, Inc. (a) | | | 2 | | | | 256 | |
Marcus & Millichap, Inc. | | | 1 | | | | 29 | |
Opendoor Technologies, Inc. (a) | | | 21 | | | | 40 | |
Public Storage | | | 7 | | | | 1,671 | |
Realty Income Corp. | | | 29 | | | | 1,374 | |
Retail Opportunity Investments Corp. | | | 5 | | | | 59 | |
RLJ Lodging Trust | | | 7 | | | | 66 | |
Ryman Hospitality Properties, Inc. | | | 2 | | | | 171 | |
Tanger Factory Outlet Centers, Inc. | | | 4 | | | | 90 | |
Ventas, Inc. | | | 17 | | | | 722 | |
Veris Residential, Inc. | | | 4 | | | | 54 | |
Vornado Realty Trust | | | 7 | | | | 134 | |
Welltower, Inc. | | | 21 | | | | 1,756 | |
Xenia Hotels & Resorts, Inc. | | | 5 | | | | 58 | |
Total Real Estate | | | | | | | 15,367 | |
| | | | | | | | |
Utilities — 2.1% | | | | | | | | |
AES Corp. | | | 29 | | | | 432 | |
Ameren Corp. | | | 11 | | | | 833 | |
American Electric Power Co, Inc. | | | 22 | | | | 1,662 | |
Avangrid, Inc. | | | 3 | | | | 90 | |
CenterPoint Energy, Inc. | | | 28 | | | | 753 | |
See Notes to the Financial Statements
V-SHARES US LEADERSHIP DIVERSITY ETF
Schedule of Investments – Continued
October 31, 2023
| | Shares | | | Value | |
Utilities — 2.1% (Continued) | | | | | | |
CMS Energy Corp. | | | 13 | | | $ | 706 | |
Consolidated Edison, Inc. | | | 16 | | | | 1,405 | |
Edison International | | | 17 | | | | 1,072 | |
Entergy Corp. | | | 9 | | | | 860 | |
Eversource Energy | | | 16 | | | | 861 | |
Exelon Corp. | | | 44 | | | | 1,713 | |
FirstEnergy Corp. | | | 25 | | | | 890 | |
Hawaiian Electric Industries, Inc. | | | 4 | | | | 52 | |
IDACORP, Inc. | | | 2 | | | | 189 | |
NiSource, Inc. | | | 18 | | | | 453 | |
Northwest Natural Holding Co. | | | 1 | | | | 37 | |
NRG Energy, Inc. | | | 10 | | | | 424 | |
Ormat Technologies, Inc. | | | 2 | | | | 123 | |
PG&E Corp. (a) | | | 70 | | | | 1,141 | |
Portland General Electric Co. | | | 4 | | | | 160 | |
PPL Corp. | | | 32 | | | | 786 | |
Public Service Enterprise Group, Inc. | | | 22 | | | | 1,356 | |
Sempra Energy | | | 28 | | | | 1,961 | |
Southern Co. | | | 48 | | | | 3,231 | |
Southwest Gas Holdings, Inc. | | | 3 | | | | 176 | |
WEC Energy Group, Inc. | | | 14 | | | | 1,139 | |
Xcel Energy, Inc. | | | 24 | | | | 1,422 | |
Total Utilities | | | | | | | 23,927 | |
Total Common Stocks | | | | | | | | |
(Cost $1,193,072) | | | | | | | 1,130,964 | |
See Notes to the Financial Statements
V-SHARES US LEADERSHIP DIVERSITY ETF
Schedule of Investments – Continued
October 31, 2023
| | Shares | | | Value | |
SHORT-TERM INVESTMENTS — 0.8% | | | | | | |
| | | | | | |
Money Market Funds — 0.8% | | | | | | |
First American Government Obligations Fund – Class X, 5.28% (c) | | | 8,593 | | | $ | 8,593 | |
Total Money Market Funds | | | | | | | 8,593 | |
Total Short-Term Investments | | | | | | | | |
(Cost $8,593) | | | | | | | 8,593 | |
Total Investments — 99.9% | | | | | | | | |
(Cost $1,201,665) | | | | | | | 1,139,557 | |
Other Assets in Excess of Liabilities — 0.1% | | | | | | | 825 | |
Total Net Assets — 100.0% | | | | | | $ | 1,140,382 | |
Percentages are stated as a percent of net assets.
PLC – Public Limited Company
(a) | Non-income producing security. |
(b) | As of October 31, 2023, the Fund had a significant portion of its assets invested in this sector and therefore is subject to additional risks. See Note 8 in Notes to Financial Statements. |
(c) | The rate shown represents the 7-day effective yield as of October 31, 2023. |
The Global Industry Classification Standard (GICS®) was developed by and/or is the exclusive property of MSCI, Inc. and Standard & Poor’s Financial Services LLC (“S&P”). GICS is a service mark of MSCI and S&P and has been licensed for use by U.S. Bank Global Fund Services.
See Notes to the Financial Statements
V-SHARES MSCI WORLD ESG MATERIALITY AND CARBON TRANSITION ETF
Schedule of Investments
October 31, 2023
| | Shares | | | Value | |
COMMON STOCKS — 98.9% | | | | | | |
| | | | | | |
Communication Services — 5.5% | | | | | | |
AT&T, Inc. | | | 1,065 | | | $ | 16,401 | |
BT Group PLC | | | 2,182 | | | | 2,985 | |
Charter Communications, Inc. (a) | | | 16 | | | | 6,445 | |
Comcast Corp. | | | 450 | | | | 18,581 | |
Deutsche Telekom | | | 322 | | | | 6,969 | |
Electronic Arts, Inc. | | | 48 | | | | 5,942 | |
Interpublic Group, Inc. | | | 174 | | | | 4,942 | |
KDDI Corp. | | | 100 | | | | 2,963 | |
Nintendo | | | 200 | | | | 8,216 | |
Orange | | | 695 | | | | 8,162 | |
SoftBank Group Corp. | | | 200 | | | | 8,087 | |
Telstra Group | | | 1,434 | | | | 3,459 | |
T-Mobile US, Inc. (a) | | | 64 | | | | 9,207 | |
Verizon Communications, Inc. | | | 485 | | | | 17,038 | |
Walt Disney (a) | | | 239 | | | | 19,499 | |
Total Communication Services | | | | | | | 138,896 | |
| | | | | | | | |
Consumer Discretionary — 12.0% | | | | | | | | |
Adidas | | | 28 | | | | 4,948 | |
Airbnb, Inc. (a) | | | 53 | | | | 6,269 | |
Amadeus IT Group | | | 5 | | | | 284 | |
Amazon.com, Inc. (a) | | | 1,104 | | | | 146,932 | |
Aptiv PLC (a) | | | 55 | | | | 4,796 | |
Aristocrat Leisure Ltd. | | | 123 | | | | 3,001 | |
Bayerische Motoren Werke | | | 28 | | | | 2,594 | |
Booking Holdings, Inc. (a) | | | 6 | | | | 16,737 | |
Bridgestone Corp. | | | 200 | | | | 7,484 | |
Evolution | | | 24 | | | | 2,131 | |
Expedia Group, Inc. (a) | | | 28 | | | | 2,668 | |
Flutter Entertainment (a) | | | 36 | | | | 5,630 | |
Hasbro, Inc. | | | 93 | | | | 4,199 | |
Kering | | | 9 | | | | 3,645 | |
LKQ Corp. | | | 87 | | | | 3,821 | |
LVMH Moet Hennessy Louis Vuitton SE | | | 29 | | | | 20,675 | |
Oriental Land | | | 200 | | | | 6,414 | |
Pool Corp. | | | 17 | | | | 5,368 | |
Prosus NV (a) | | | 241 | | | | 6,733 | |
Sekisui House Ltd. | | | 400 | | | | 7,763 | |
Sony Group Corp. | | | 200 | | | | 16,409 | |
Toyota Motor Corp. | | | 600 | | | | 10,261 | |
See Notes to the Financial Statements
V-SHARES MSCI WORLD ESG MATERIALITY AND CARBON TRANSITION ETF
Schedule of Investments – Continued
October 31, 2023
| | Shares | | | Value | |
Consumer Discretionary — 12.0% (Continued) | | | | | | |
Tractor Supply | | | 22 | | | $ | 4,236 | |
Vail Resorts, Inc. | | | 26 | | | | 5,519 | |
VF Corp. | | | 282 | | | | 4,154 | |
Total Consumer Discretionary | | | | | | | 302,671 | |
| | | | | | | | |
Consumer Staples — 6.7% | | | | | | | | |
Anheuser-Busch InBev SA/NV | | | 109 | | | | 6,179 | |
Archer-Daniels-Midland Co. | | | 86 | | | | 6,155 | |
Coca-Cola | | | 440 | | | | 24,856 | |
Coca-Cola Europacific Partners PLC | | | 110 | | | | 6,436 | |
Diageo PLC | | | 313 | | | | 11,801 | |
General Mills, Inc. | | | 118 | | | | 7,698 | |
J Sainsbury PLC | | | 1,225 | | | | 3,825 | |
Keurig Dr Pepper, Inc. | | | 236 | | | | 7,158 | |
McCormick, Inc. | | | 108 | | | | 6,901 | |
PepsiCo, Inc. | | | 140 | | | | 22,859 | |
Procter & Gamble | | | 284 | | | | 42,609 | |
Target Corp. | | | 62 | | | | 6,869 | |
Unilever PLC | | | 336 | | | | 15,855 | |
Total Consumer Staples | | | | | | | 169,201 | |
| | | | | | | | |
Energy — 5.3% | | | | | | | | |
Baker Hughes | | | 134 | | | | 4,612 | |
BP PLC | | | 2,557 | | | | 15,595 | |
Cameco Corp. | | | 186 | | | | 7,601 | |
Cheniere Energy, Inc. | | | 39 | | | | 6,490 | |
Enbridge, Inc. | | | 294 | | | | 9,411 | |
Eni | | | 75 | | | | 1,223 | |
Equinor | | | 208 | | | | 6,972 | |
Halliburton Co. | | | 127 | | | | 4,996 | |
Kinder Morgan, Inc. | | | 333 | | | | 5,395 | |
Phillips 66 | | | 70 | | | | 7,985 | |
Schlumberger | | | 140 | | | | 7,792 | |
Shell PLC | | | 753 | | | | 24,181 | |
TC Energy Corp. | | | 190 | | | | 6,537 | |
TotalEnergies | | | 291 | | | | 19,440 | |
Woodside Energy Group Ltd. | | | 258 | | | | 5,596 | |
Total Energy | | | | | | | 133,826 | |
| | | | | | | | |
Financials — 13.8% | | | | | | | | |
3i Group PLC | | | 250 | | | | 5,869 | |
AIA Group Ltd. | | | 1,600 | | | | 13,873 | |
See Notes to the Financial Statements
V-SHARES MSCI WORLD ESG MATERIALITY AND CARBON TRANSITION ETF
Schedule of Investments – Continued
October 31, 2023
| | Shares | | | Value | |
Financials — 13.8% (Continued) | | | | | | |
Allianz | | | 38 | | | $ | 8,873 | |
Australia & New Zealand Banking Group Ltd. | | | 403 | | | | 6,305 | |
Aviva PLC (a) | | | 658 | | | | 3,175 | |
AXA | | | 267 | | | | 7,889 | |
Baloise Holding | | | 67 | | | | 9,586 | |
Banco Bilbao Vizcaya Argentaria | | | 1,749 | | | | 13,720 | |
Banco Santander | | | 2,379 | | | | 8,716 | |
Bank of America Corp. | | | 679 | | | | 17,885 | |
Bank of Montreal | | | 103 | | | | 7,775 | |
Bank of Nova Scotia | | | 177 | | | | 7,159 | |
Barclays PLC | | | 4,957 | | | | 7,916 | |
BNP Paribas | | | 185 | | | | 10,616 | |
Canadian Imperial Bank of Commerce | | | 185 | | | | 6,518 | |
CBOE Global Markets, Inc. | | | 41 | | | | 6,719 | |
Citigroup, Inc. | | | 205 | | | | 8,095 | |
Commonwealth Bank of Australia | | | 166 | | | | 10,149 | |
Dai-ichi Life Holdings, Inc. | | | 300 | | | | 6,291 | |
Deutsche Boerse | | | 27 | | | | 4,429 | |
FactSet Research Systems, Inc. | | | 16 | | | | 6,910 | |
Fidelity National Information Services, Inc. | | | 101 | | | | 4,960 | |
Hong Kong Exchanges & Clearing Ltd. | | | 200 | | | | 7,029 | |
HSBC Holdings PLC | | | 1,668 | | | | 11,988 | |
ING Groep PLC | | | 515 | | | | 6,548 | |
Insurance Australia Group Ltd. | | | 1,029 | | | | 3,694 | |
Intact Financial Corp. | | | 41 | | | | 5,754 | |
Intercontinental Exchange, Inc. | | | 63 | | | | 6,769 | |
Intesa Sanpaolo | | | 3,168 | | | | 8,226 | |
KBC Group | | | 51 | | | | 2,798 | |
Lloyds Banking Group PLC | | | 4,087 | | | | 1,981 | |
London Stock Exchange Group PLC | | | 47 | | | | 4,722 | |
Manulife Financial Corp. | | | 505 | | | | 8,781 | |
MetLife, Inc. | | | 90 | | | | 5,401 | |
Moody’s Corp. | | | 16 | | | | 4,928 | |
Morgan Stanley | | | 136 | | | | 9,632 | |
Muenchener Rueckversicherungs-Gesellschaft | | | 16 | | | | 6,401 | |
National Australia Bank Ltd. | | | 202 | | | | 3,588 | |
Nordea Bank Abp | | | 493 | | | | 5,176 | |
ORIX Corp. | | | 500 | | | | 8,964 | |
Prudential PLC | | | 350 | | | | 3,643 | |
S&P Global, Inc. | | | 26 | | | | 9,082 | |
Tokio Marine Holdings, Inc. | | | 200 | | | | 4,415 | |
See Notes to the Financial Statements
V-SHARES MSCI WORLD ESG MATERIALITY AND CARBON TRANSITION ETF
Schedule of Investments – Continued
October 31, 2023
| | Shares | | | Value | |
Financials — 13.8% (Continued) | | | | | | |
Toronto-Dominion Bank | | | 188 | | | $ | 10,490 | |
UBS Group | | | 550 | | | | 12,825 | |
Westpac Banking Corp. | | | 355 | | | | 4,630 | |
Zurich Insurance Group | | | 18 | | | | 8,517 | |
Total Financials | | | | | | | 349,410 | |
| | | | | | | | |
Health Care — 11.7% | | | | | | | | |
Agilent Technologies, Inc. | | | 60 | | | | 6,202 | |
Alcon, Inc. | | | 80 | | | | 5,698 | |
AmerisourceBergen Corp. | | | 31 | | | | 5,740 | |
AstraZeneca PLC | | | 172 | | | | 21,393 | |
Biogen, Inc. (a) | | | 15 | | | | 3,563 | |
Bio-Techne Corp. | | | 64 | | | | 3,496 | |
Cardinal Health, Inc. | | | 37 | | | | 3,367 | |
Centene Corp. (a) | | | 84 | | | | 5,794 | |
Cigna Group | | | 35 | | | | 10,822 | |
Cooper Companies, Inc. | | | 17 | | | | 5,300 | |
Daiichi Sankyo Co Ltd. | | | 200 | | | | 5,095 | |
Danaher Corp. | | | 77 | | | | 14,786 | |
Dexcom, Inc. (a) | | | 52 | | | | 4,619 | |
Edwards Lifesciences Corp. (a) | | | 86 | | | | 5,480 | |
Eisai | | | 100 | | | | 5,257 | |
Elevance Health, Inc. | | | 27 | | | | 12,152 | |
Fisher & Paykel Healthcare Corp Ltd. | | | 193 | | | | 2,336 | |
Fortrea Holdings, Inc. (a) | | | 28 | | | | 795 | |
Fresenius Medical Care | | | 85 | | | | 2,814 | |
Genmab (a) | | | 13 | | | | 3,664 | |
Gilead Sciences, Inc. | | | 126 | | | | 9,896 | |
HCA Healthcare, Inc. | | | 23 | | | | 5,201 | |
Humana, Inc. | | | 15 | | | | 7,855 | |
IDEXX Laboratories, Inc. (a) | | | 11 | | | | 4,394 | |
Illumina, Inc. (a) | | | 23 | | | | 2,517 | |
Intuitive Surgical, Inc. (a) | | | 39 | | | | 10,227 | |
IQVIA Holdings, Inc. (a) | | | 30 | | | | 5,425 | |
Laboratory Corporation of America Holdings | | | 28 | | | | 5,592 | |
Lonza Group | | | 9 | | | | 3,133 | |
Merck | | | 16 | | | | 2,407 | |
Mettler-Toledo International, Inc. (a) | | | 4 | | | | 3,941 | |
Novo Nordisk AS | | | 370 | | | | 35,473 | |
QIAGEN NV (a) | | | 112 | | | | 4,158 | |
ResMed, Inc. | | | 28 | | | | 3,954 | |
See Notes to the Financial Statements
V-SHARES MSCI WORLD ESG MATERIALITY AND CARBON TRANSITION ETF
Schedule of Investments – Continued
October 31, 2023
| | Shares | | | Value | |
Health Care — 11.7% (Continued) | | | | | | |
UnitedHealth Group, Inc. | | | 100 | | | $ | 53,557 | |
Waters Corp. (a) | | | 20 | | | | 4,771 | |
Zoetis, Inc. | | | 57 | | | | 8,949 | |
Total Health Care | | | | | | | 299,823 | |
| | | | | | | | |
Industrials — 10.2% | | | | | | | | |
3M Co. | | | 67 | | | | 6,094 | |
ABB Ltd. | | | 158 | | | | 5,285 | |
Automatic Data Processing, Inc. | | | 34 | | | | 7,419 | |
BAE Systems PLC | | | 222 | | | | 2,974 | |
Brambles Ltd. | | | 512 | | | | 4,250 | |
C.H. Robinson Worldwide, Inc. | | | 22 | | | | 1,800 | |
Canadian National Railway | | | 22 | | | | 2,325 | |
Carrier Global Corp. | | | 144 | | | | 6,863 | |
Caterpillar, Inc. | | | 29 | | | | 6,555 | |
Cie de Saint-Gobain | | | 117 | | | | 6,357 | |
Cintas Corp. | | | 8 | | | | 4,057 | |
Copart, Inc. (a) | | | 80 | | | | 3,482 | |
Daikin Industries Ltd. | | | 100 | | | | 14,282 | |
Deere & Co. | | | 32 | | | | 11,692 | |
DHL Group | | | 133 | | | | 5,168 | |
Equifax, Inc. | | | 21 | | | | 3,561 | |
Experian PLC | | | 176 | | | | 5,320 | |
Hitachi Ltd. | | | 200 | | | | 12,515 | |
Itochu Corp. | | | 100 | | | | 3,548 | |
Kingspan Group PLC | | | 76 | | | | 5,100 | |
Komatsu Ltd. | | | 200 | | | | 4,573 | |
Kuehne + Nagel International | | | 14 | | | | 3,761 | |
Legrand | | | 96 | | | | 8,268 | |
Marubeni Corp. | | | 300 | | | | 4,314 | |
Mitsubishi Corp. | | | 200 | | | | 9,185 | |
MTU Aero Engines | | | 12 | | | | 2,245 | |
Nibe Industrier (a) | | | 816 | | | | 4,687 | |
NIDEC Corp. | | | 100 | | | | 3,580 | |
Recruit Holdings | | | 200 | | | | 5,722 | |
Relx PLC | | | 276 | | | | 9,605 | |
Rentokil Initial PLC | | | 842 | | | | 4,259 | |
Schneider Electric | | | 135 | | | | 20,688 | |
Siemens | | | 86 | | | | 11,359 | |
Siemens Energy AG (a) | | | 283 | | | | 2,504 | |
Sumitomo Corp. | | | 300 | | | | 5,821 | |
See Notes to the Financial Statements
V-SHARES MSCI WORLD ESG MATERIALITY AND CARBON TRANSITION ETF
Schedule of Investments – Continued
October 31, 2023
| | Shares | | | Value | |
Industrials — 10.2% (Continued) | | | | | | |
Transurban Group | | | 1,127 | | | $ | 8,434 | |
Veralto Corp. (a) | | | 25 | | | | 1,725 | |
Vestas Wind Systems AS (a) | | | 264 | | | | 5,692 | |
Vinci | | | 74 | | | | 8,172 | |
Volvo AB | | | 282 | | | | 5,576 | |
Wartsila | | | 310 | | | | 3,683 | |
Wolters Kluwer | | | 56 | | | | 7,168 | |
Total Industrials | | | | | | | 259,668 | |
| | | | | | | | |
Information Technology — 25.5% (b) | | | | | | | | |
Adobe, Inc. (a) | | | 36 | | | | 19,154 | |
Applied Materials, Inc. | | | 76 | | | | 10,059 | |
ASML Holding | | | 34 | | | | 20,316 | |
Autodesk, Inc. (a) | | | 27 | | | | 5,336 | |
Dassault Systemes SE | | | 183 | | | | 7,508 | |
First Solar, Inc. (a) | | | 8 | | | | 1,140 | |
Infineon Technologies AG | | | 160 | | | | 4,647 | |
Intel Corp. | | | 648 | | | | 23,652 | |
International Business Machines Corp. | | | 136 | | | | 19,671 | |
Intuit, Inc. | | | 22 | | | | 10,889 | |
Lam Research Corp. | | | 14 | | | | 8,235 | |
Microsoft Corp. | | | 812 | | | | 274,545 | |
NEC Corp. | | | 100 | | | | 4,758 | |
NVIDIA Corp. | | | 380 | | | | 154,964 | |
NXP Semiconductors | | | 30 | | | | 5,173 | |
Sage Group PLC | | | 803 | | | | 9,457 | |
salesforce.com, Inc. (a) | | | 152 | | | | 30,526 | |
SAP | | | 165 | | | | 22,104 | |
Texas Instruments, Inc. | | | 55 | | | | 7,811 | |
VMware, Inc. (a) | | | 33 | | | | 4,806 | |
Workday, Inc. (a) | | | 28 | | | | 5,928 | |
Total Information Technology | | | | | | | 650,679 | |
| | | | | | | | |
Materials — 3.4% | | | | | | | | |
Amcor PLC | | | 522 | | | | 4,641 | |
Avery Dennison Corp. | | | 46 | | | | 8,007 | |
Ball Corp. | | | 104 | | | | 5,008 | |
Croda International | | | 73 | | | | 3,878 | |
Givaudan | | | 1 | | | | 3,319 | |
Linde PLC | | | 46 | | | | 17,579 | |
Martin Marietta Materials, Inc. | | | 7 | | | | 2,863 | |
Novozymes | | | 132 | | | | 5,918 | |
See Notes to the Financial Statements
V-SHARES MSCI WORLD ESG MATERIALITY AND CARBON TRANSITION ETF
Schedule of Investments – Continued
October 31, 2023
| | Shares | | | Value | |
Materials — 3.4% (Continued) | | | | | | |
PPG Industries, Inc. | | | 42 | | | $ | 5,156 | |
Sherwin-Williams | | | 36 | | | | 8,575 | |
Shin-Etsu Chemical Ltd. | | | 200 | | | | 5,900 | |
Symrise | | | 48 | | | | 4,881 | |
UPM-Kymmene | | | 146 | | | | 4,903 | |
Wheaton Precious Metals Corp. | | | 173 | | | | 7,299 | |
Total Materials | | | | | | | 87,927 | |
| | | | | | | | |
Real Estate — 2.4% | | | | | | | | |
American Tower Corp. | | | 44 | | | | 7,840 | |
CapitaLand Integrated Commercial Trust | | | 5,000 | | | | 6,423 | |
Crown Castle International Corp. | | | 48 | | | | 4,463 | |
Digital Realty Trust, Inc. | | | 79 | | | | 9,824 | |
Equinix, Inc. | | | 18 | | | | 13,134 | |
Prologis, Inc. | | | 73 | | | | 7,355 | |
SBA Communications Corp. | | | 18 | | | | 3,755 | |
Stockland | | | 1,909 | | | | 4,279 | |
Ventas, Inc. | | | 130 | | | | 5,520 | |
Total Real Estate | | | | | | | 62,593 | |
| | | | | | | | |
Utilities — 2.4% | | | | | | | | |
Edison International | | | 157 | | | | 9,900 | |
Enel | | | 1,288 | | | | 8,152 | |
Iberdrola | | | 383 | | | | 4,251 | |
NextEra Energy, Inc. | | | 172 | | | | 10,028 | |
Northland Power, Inc. | | | 275 | | | | 3,861 | |
Orsted | | | 75 | | | | 3,609 | |
Redeia Corp. | | | 796 | | | | 12,372 | |
Terna – Rete Elettrica Nazionale | | | 1,213 | | | | 9,265 | |
Total Utilities | | | | | | | 61,438 | |
Total Common Stocks | | | | | | | | |
(Cost $2,520,012) | | | | | | | 2,516,132 | |
See Notes to the Financial Statements
V-SHARES MSCI WORLD ESG MATERIALITY AND CARBON TRANSITION ETF
Schedule of Investments – Continued
October 31, 2023
| | Shares | | | Value | |
SHORT-TERM INVESTMENTS — 1.0% | | | | | | |
| | | | | | |
Money Market Funds — 1.0% | | | | | | |
First American Government Obligations Fund – Class X, 5.28% (c) | | | 24,626 | | | $ | 24,626 | |
Total Money Market Funds | | | | | | | 24,626 | |
Total Short-Term Investments | | | | | | | | |
(Cost $24,626) | | | | | | | 24,626 | |
Total Investments — 99.9% | | | | | | | | |
(Cost $2,544,638) | | | | | | | 2,540,758 | |
Other Assets in Excess of Liabilities — 0.1% | | | | | | | 2,808 | |
Total Net Assets — 100.0% | | | | | | $ | 2,543,566 | |
Percentages are stated as a percent of net assets.
PLC – Public Limited Company
(a) | Non-income producing security. |
(b) | As of October 31, 2023, the Fund had a significant portion of its assets invested in this sector and therefore is subject to additional risks. See Note 8 in Notes to Financial Statements. |
(c) | The rate shown represents the 7-day effective yield as of October 31, 2023. |
See Notes to the Financial Statements
V-SHARES MSCI WORLD ESG MATERIALITY AND CARBON TRANSITION ETF
Schedule of Investments – Continued
October 31, 2023
At October 31, 2023, the country diversification for the Fund was as follows:
| | % of |
Country | | Net Assets |
United States | | | 59.94 | % | |
United Kingdom | | | 6.79 | % | |
Japan | | | 6.78 | % | |
France | | | 4.79 | % | |
Germany | | | 3.61 | % | |
Canada | | | 3.31 | % | |
Australia | | | 2.27 | % | |
Denmark | | | 2.14 | % | |
Switzerland | | | 2.05 | % | |
Netherlands | | | 1.96 | % | |
Spain | | | 1.55 | % | |
Italy | | | 1.05 | % | |
Hong Kong | | | 0.97 | % | |
Ireland | | | 0.82 | % | |
Finland | | | 0.53 | % | |
Sweden | | | 0.48 | % | |
Belgium | | | 0.35 | % | |
Norway | | | 0.27 | % | |
Singapore | | | 0.25 | % | |
New Zealand | | | 0.09 | % | |
Total | | | 100.00 | % | |
The Global Industry Classification Standard (GICS®) was developed by and/or is the exclusive property of MSCI, Inc. and Standard & Poor’s Financial Services LLC (“S&P”). GICS is a service mark of MSCI and S&P and has been licensed for use by U.S. Bank Global Fund Services.
See Notes to the Financial Statements
V-SHARES
Statements of Assets and Liabilities
October 31, 2023
| | | | | V-Shares | |
| | | | MSCI World ESG |
| | V-Shares | | | Materiality | |
| | US Leadership | | | and Carbon | |
| | Diversity ETF | | | Transition ETF | |
ASSETS: | | | | | | |
Investments, at value | | | | | | |
(Cost: $1,201,665 & $2,544,638, respectively) | | $ | 1,139,557 | | | $ | 2,540,758 | |
Dividends and interest receivable | | | 987 | | | | 3,329 | |
Foreign cash (Cost: $207) | | | — | | | | 206 | |
Total assets | | | 1,140,544 | | | | 2,544,293 | |
| | | | | | | | |
LIABILITIES: | | | | | | | | |
Payable to investment adviser | | | 162 | | | | 727 | |
Total liabilities | | | 162 | | | | 727 | |
| | | | | | | | |
NET ASSETS | | $ | 1,140,382 | | | $ | 2,543,566 | |
| | | | | | | | |
NET ASSETS CONSIST OF: | | | | | | | | |
Paid-in capital | | $ | 1,235,500 | | | $ | 2,473,000 | |
Total distributable earnings (accumulated loss) | | | (95,118 | ) | | | 70,566 | |
Net Assets | | $ | 1,140,382 | | | $ | 2,543,566 | |
| | | | | | | | |
Shares issued and outstanding(1) | | | 50,000 | | | | 100,000 | |
Net asset value, redemption price and offering price per share | | $ | 22.81 | | | $ | 25.44 | |
(1) | Unlimited shares authorized, without par value. |
See Notes to the Financial Statements
V-SHARES
Statement of Operations
For the Year Ended October 31, 2023
| | | | | V-Shares | |
| | | | MSCI World ESG |
| | V-Shares | | | Materiality | |
| | US Leadership | | | and Carbon | |
| | Diversity ETF | | | Transition ETF | |
INVESTMENT INCOME: | | | | | | |
Dividend income | | $ | 18,451 | | | $ | 59,447 | |
Less: foreign taxes withheld | | | — | | | | (5,960 | ) |
Interest income | | | 161 | | | | 385 | |
Total investment income | | | 18,612 | | | | 53,872 | |
| | | | | | | | |
EXPENSES: | | | | | | | | |
Investment adviser fees (See Note 4) | | | 3,278 | | | | 9,907 | |
Net expenses | | | 3,278 | | | | 9,907 | |
| | | | | | | | |
NET INVESTMENT INCOME | | | 15,334 | | | | 43,965 | |
| | | | | | | | |
REALIZED AND UNREALIZED | | | | | | | | |
GAIN (LOSS) ON INVESTMENTS: | | | | | | | | |
Net realized gain (loss) on investments | | | (18,669 | ) | | | 63,110 | |
Net change in unrealized appreciation/depreciation on investments | | | 124,408 | | | | 275,568 | |
Net realized and unrealized gain on investments | | | 105,739 | | | | 338,678 | |
| | | | | | | | |
NET INCREASE IN NET ASSETS | | | | | | | | |
RESULTING FROM OPERATIONS | | $ | 121,073 | | | $ | 382,643 | |
See Notes to the Financial Statements
V-SHARES US LEADERSHIP DIVERSITY ETF
Statements of Changes in Net Assets
| | | | | Period Since | |
| | | | | Inception(1) | |
| | Year Ended | | | Through | |
| | October 31, 2023 | | | October 31, 2022 | |
OPERATIONS: | | | | | | |
Net investment income | | $ | 15,334 | | | $ | 11,949 | |
Net realized loss on investments | | | (18,669 | ) | | | (19,093 | ) |
Net change in unrealized appreciation/depreciation on investments | | | 124,408 | | | | (186,516 | ) |
Net increase (decrease) in net assets resulting from operations | | | 121,073 | | | | (193,660 | ) |
| | | | | | | | |
CAPITAL SHARE TRANSACTIONS: | | | | | | | | |
Proceeds from shares sold | | | — | | | | 1,235,500 | |
Proceeds from reinvestment of distributions | | | — | | | | — | |
Payments for shares redeemed | | | — | | | | — | |
Net increase in net assets resulting from capital share transactions | | | — | | | | 1,235,500 | |
| | | | | | | | |
DISTRIBUTIONS TO SHAREHOLDERS: | | | (15,233 | ) | | | (7,298 | ) |
| | | | | | | | |
TOTAL INCREASE IN NET ASSETS | | | 105,840 | | | | 1,034,542 | |
| | | | | | | | |
NET ASSETS: | | | | | | | | |
Beginning of period | | | 1,034,542 | | | | — | |
End of period | | $ | 1,140,382 | | | $ | 1,034,542 | |
(1) | Inception date for the Fund was December 21, 2021. |
See Notes to the Financial Statements
V-SHARES MSCI WORLD ESG MATERIALITY AND CARBON TRANSITION ETF
Statements of Changes in Net Assets
| | | | | Period Since | |
| | | | | Inception(1) | |
| | Year Ended | | | Through | |
| | October 31, 2023 | | | October 31, 2022 | |
OPERATIONS: | | | | | | |
Net investment income | | $ | 43,965 | | | $ | 11,687 | |
Net realized gain on investments | | | 63,110 | | | | 48 | |
Net change in unrealized appreciation/depreciation on investments | | | 275,568 | | | | (279,469 | ) |
Net increase (decrease) in net assets resulting from operations | | | 382,643 | | | | (267,734 | ) |
| | | | | | | | |
CAPITAL SHARE TRANSACTIONS: | | | | | | | | |
Proceeds from shares sold | | | 1,271,125 | | | | 2,473,000 | |
Proceeds from reinvestment of distributions | | | — | | | | — | |
Payments for shares redeemed | | | (1,271,125 | ) | | | — | |
Net increase in net assets resulting from capital share transactions | | | — | | | | 2,473,000 | |
| | | | | | | | |
DISTRIBUTIONS TO SHAREHOLDERS: | | | (44,343 | ) | | | — | |
| | | | | | | | |
TOTAL INCREASE IN NET ASSETS | | | 338,300 | | | | 2,205,266 | |
| | | | | | | | |
NET ASSETS: | | | | | | | | |
Beginning of period | | | 2,205,266 | | | | — | |
End of period | | $ | 2,543,566 | | | $ | 2,205,266 | |
(1) | Inception date for the Fund was June 8, 2022. |
See Notes to the Financial Statements
V-SHARES US LEADERSHIP DIVERSITY ETF
Financial Highlights
For a Fund share outstanding throughout the periods.
| | | | | For the Period | |
| | | | | Since Inception(1) | |
| | Year Ended | | | Through | |
| | October 31, 2023 | | | October 31, 2022 | |
PER SHARE DATA: | | | | | | |
Net asset value, beginning of period | | $ | 20.69 | | | $ | 24.71 | |
| | | | | | | | |
INVESTMENT OPERATIONS: | | | | | | | | |
Net investment income | | | 0.31 | | | | 0.23 | |
Net realized and unrealized gain (loss) on investments | | | 2.12 | | | | (4.11 | ) |
Total from investment operations | | | 2.43 | | | | (3.88 | ) |
| | | | | | | | |
LESS DISTRIBUTIONS FROM: | | | | | | | | |
Net investment income | | | (0.31 | ) | | | (0.14 | ) |
Net realized gains | | | — | | | | — | |
Total distributions | | | (0.31 | ) | | | (0.14 | ) |
Net asset value, end of period | | $ | 22.81 | | | $ | 20.69 | |
| | | | | | | | |
TOTAL RETURN, AT NAV(2) | | | 11.76 | % | | | -15.68 | % |
TOTAL RETURN, AT MARKET(2) | | | 11.73 | % | | | -15.66 | % |
| | | | | | | | |
SUPPLEMENTAL DATA AND RATIOS: | | | | | | | | |
Net assets, end of period (in 000’s) | | $ | 1,140 | | | $ | 1,035 | |
Ratio of expenses to average net assets(3) | | | 0.29 | % | | | 0.29 | % |
Ratio of net investment income to average net assets(3) | | | 1.36 | % | | | 1.24 | % |
| | | | | | | | |
Portfolio turnover rate(2)(4) | | | 13 | % | | | 13 | % |
(1) | Inception date for the Fund was December 21, 2021. |
(2) | Not annualized for period less than one year. |
(3) | Annualized for period less than one year. |
(4) | Excludes impact of in-kind transactions. |
See Notes to the Financial Statements
V-SHARES MSCI WORLD ESG MATERIALITY AND CARBON TRANSITION ETF
Financial Highlights
For a Fund share outstanding throughout the periods.
| | | | | For the Period | |
| | | | | Since Inception(1) | |
| | Year Ended | | | Through | |
| | October 31, 2023 | | | October 31, 2022 | |
PER SHARE DATA: | | | | | | |
Net asset value, beginning of period | | $ | 22.05 | | | $ | 24.73 | |
| | | | | | | | |
INVESTMENT OPERATIONS: | | | | | | | | |
Net investment income | | | 0.44 | | | | 0.12 | |
Net realized and unrealized gain (loss) on investments | | | 3.39 | | | | (2.80 | ) |
Total from investment operations | | | 3.83 | | | | (2.68 | ) |
| | | | | | | | |
LESS DISTRIBUTIONS FROM: | | | | | | | | |
Net investment income | | | (0.44 | ) | | | — | |
Net realized gains | | | — | (5) | | | — | |
Total distributions | | | (0.44 | ) | | | — | |
Net asset value, end of period | | | 25.44 | | | $ | 22.05 | |
| | | | | | | | |
TOTAL RETURN, AT NAV(2) | | | 17.38 | % | | | -10.83 | % |
TOTAL RETURN, AT MARKET(2) | | | 16.78 | % | | | -10.38 | % |
| | | | | | | | |
SUPPLEMENTAL DATA AND RATIOS: | | | | | | | | |
Net assets, end of period (in 000’s) | | $ | 2,544 | | | $ | 2,205 | |
Ratio of expenses to average net assets(3) | | | 0.39 | % | | | 0.39 | % |
Ratio of net investment income to average net assets(3) | | | 1.73 | % | | | 1.30 | % |
| | | | | | | | |
Portfolio turnover rate(2)(4) | | | 27 | % | | | 0 | % |
(1) | Inception date for the Fund was June 8, 2022. |
(2) | Not annualized for period less than one year. |
(3) | Annualized for period less than one year. |
(4) | Excludes impact of in-kind transactions. |
(5) | Value rounds to zero. |
See Notes to the Financial Statements
V-SHARES
Notes to the Financial Statements
October 31, 2023
1. ORGANIZATION
Managed Portfolio Series (the “Trust”) was organized as a Delaware statutory trust on January 27, 2011. The Trust is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The V-Shares US Leadership Diversity ETF (“US Leadership Diversity ETF” or the “Fund”) is a diversified series with its own investment objectives and policies within the Trust. The investment objective of the Fund is to track the investment results of the ISS ESG U.S. Diversity Index, which is composed of U.S. large, mid, and small capitalization stocks of companies exhibiting broad ethnic and gender representation for Directors and Named Executive Officers, as determined by Institutional Shareholder Services, Inc. (the “Index Provider” or “ISS”). The V-Shares MSCI World ESG Materiality and Carbon Transition ETF (“MSCI World ESG ETF” or the “Fund”) is a non-diversified series with its own investment objectives and policies within the Trust. The investment objective of the Fund is to track the investment results of the MSCI World Index. The Trust has evaluated the structure, objective and activities of the Funds and determined that they meet the characteristics of an investment company. As such, the Funds follow the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946, Financial Services – Investment Companies.
Shares of the US Leadership Diversity ETF are listed and traded on the NYSE Arca, Inc. (the “NYSE”) and shares of the MSCI World ESG ETF are listed and traded on the CBOE BZX Exchange, Inc. (the “CBOE”). The market prices for shares may be different from their net asset value (“NAV”). The Funds issue and redeem shares on a continuous basis at NAV only in blocks of 50,000 shares, called “Creation Units”. Creation Units are issued and redeemed principally in-kind for securities included in a specified universe, with cash included to balance to the Creation Unit total. Once created, shares generally trade in the secondary market at market prices that change throughout the day in amounts less than a Creation Unit. Except when aggregated in Creation Units, shares are not redeemable securities of the Funds. Shares of the Funds 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 Participation Agreement with Quasar Distributors, LLC (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 the shares directly from the Funds. 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.
The Funds currently offer only one class of shares, which have no front-end sales loads, no deferred sales charges, and no redemption fees. A purchase (i.e. creation) transaction fee is imposed for the transfer and other transaction costs associated with the purchase of Creation Units. The standard fixed creation transaction fee for each Fund is $500, which is payable by V-Square Quantitative Management, LLC (the “Adviser”) or Authorized Participant. In addition, a variable fee 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 are imposed to compensate the Funds for the transaction costs associated with the cash transactions. Variable fees received by the Funds are displayed in the capital shares transaction section of the Statement of Changes in Net Assets. The Funds may issue an unlimited number of shares of beneficial interest, with no par value. All shares of the Funds have equal rights and privileges. Organizational costs that were incurred to establish the Funds to enable them to legally do business were paid for by the Adviser. These payments are not recoupable by the Adviser.
V-SHARES
Notes to the Financial Statements – Continued
October 31, 2023
2. SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of significant accounting policies consistently followed by the Funds in preparation of their financial statements. These policies are in conformity with generally accepted accounting principles in the United States of America (“GAAP”).
Security Valuation – All investments in securities are recorded at their estimated fair value, as described in Note 3.
Federal Income Taxes – The Funds comply with the requirements of subchapter M of the Internal Revenue Code of 1986, as amended, necessary to qualify as regulated investment companies and distribute substantially all net taxable investment income and net realized gains to shareholders in a manner which results in no tax cost to the Funds. Therefore, no federal income tax provision is required. As of and during the period ended October 31, 2023, the Funds did not have any tax positions that did not meet the “more-likely-than-not” threshold of being sustained by the applicable tax authority. The Funds recognize interest and penalties, if any, related to unrecognized tax benefits on uncertain tax positions as income tax expense in the Statements of Operations. As of and during the period ended October 31, 2023, the Funds did not have any liabilities for unrecognized tax benefits. The Funds are not subject to examination by U.S. tax authorities for tax years prior to the periods ended October 31, 2023.
Security Transactions, Income, and Distributions – The Funds follow industry practice and record 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 is recorded on an accrual basis. Withholding taxes on foreign dividends have been provided for in accordance with each 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 using the constant yield method.
The Funds distribute substantially all net investment income, if any, semi-annually, and net realized capital gains, if any, 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 Funds. As of October 31, 2023, there were no reclassifications for the US Leadership Diversity ETF or the MSCI World ESG ETF.
Foreign Currency – 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 Funds do not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments and translations of foreign currency. The Funds report net realized foreign exchange gains or losses that arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Funds’ 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 period end, resulting from changes in exchange rates.
V-SHARES
Notes to the Financial Statements – Continued
October 31, 2023
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 revenues and expenses during the reporting period. Actual results could differ from those estimates.
3. SECURITIES VALUATION
The Funds have 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 of 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 Funds have 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 Funds’ 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. |
Following is a description of the valuation techniques applied to the Funds’ major categories of assets and liabilities measured at fair value on a recurring basis. Each Fund’s investments are carried at fair value.
Short-Term Investments – Investments in other mutual funds, including money market funds, are valued at their net asset value per share. 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.
Equity Securities – Equity securities, including common stocks, preferred stocks, exchange traded funds (“ETF”s) and real estate investment trusts (“REIT”s), that are primarily traded on a national securities exchange are valued at the last sale price on the exchange on which they are primarily traded on the day of valuation or, if there has been no sale on such day, at the mean between the bid and ask prices. Securities traded primarily in the Nasdaq Global Market System for which market quotations are readily available are valued using the Nasdaq Official Closing Price (“NOCP”). If the NOCP is not available, such securities are valued at the last sale price on the day of valuation, or if there has been no sale on such day, at the mean between the bid and ask prices. 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.
The Board of Trustees (the “Board”) has adopted a pricing and valuation policy for use by the Funds and their Valuation Designee (as defined below) in calculating each Fund’s NAV. Pursuant to Rule 2a-5 under the 1940 Act, the Funds have designated 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 portfolio securities and other assets for which market quotations are not readily available or if it is deemed that the prices obtained from brokers, dealers or independent pricing services are unreliable.
V-SHARES
Notes to the Financial Statements – Continued
October 31, 2023
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 Funds’ securities as of October 31, 2023:
US Leadership Diversity ETF | | | | | | | | | | | | |
| | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Common Stocks | | $ | 1,130,964 | | | $ | — | | | $ | — | | | $ | 1,130,964 | |
Short-Term Investment | | | 8,593 | | | | — | | | | — | | | | 8,593 | |
Total Investments in Securities | | $ | 1,139,557 | | | $ | — | | | $ | — | | | $ | 1,139,557 | |
| | | | | | | | | | | | | | | | |
MSCI World ESG ETF | | | | | | | | | | | | | | | | |
| | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Common Stocks | | $ | 2,516,132 | | | $ | — | | | $ | — | | | $ | 2,516,132 | |
Short-Term Investment | | | 24,626 | | | | — | | | | — | | | | 24,626 | |
Total Investments in Securities | | $ | 2,540,758 | | | $ | — | | | $ | — | | | $ | 2,540,758 | |
Refer to each Fund’s Schedule of Investments for further information on the classification of investments.
4. INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES
The Trust has an agreement with the Adviser to furnish investment advisory services to the Funds. Pursuant to an Investment Advisory Agreement between the Trust and the Adviser, the Adviser is entitled to receive a monthly management fee based upon the average daily net assets of the Funds at the following annual rates:
US Leadership Diversity ETF | 0.29% | |
MSCI World ESG ETF | 0.39% | |
Under the investment advisory agreement, the Adviser has agreed to pay all expenses incurred by the Funds except for the advisory fee, interest, taxes, brokerage expenses and other fees, charges, taxes, levies or expenses (such as stamp taxes) incurred in connection with the execution of portfolio transactions or in connection with creation and redemption transactions (including without limitation any fees, charges, taxes, levies or expenses related to the purchase or sale of an amount of any currency, or the patriation or repatriation of any security or other asset, related to the execution of portfolio transactions or any creation or redemption transactions), legal fees or expenses in connection with any arbitration, litigation or pending or threatened arbitration or litigation, acquired fund fees and expenses, any fees and expenses related to the provision of securities lending services, extraordinary expenses, and distribution fees and expenses paid by the Trust.
The Adviser has engaged Vident Investment Advisory, LLC (the “Sub-Adviser”) as the Sub-Adviser to the Funds.
U.S. Bancorp Fund Services, LLC (the “Administrator”), doing business as U.S. Bank Global Fund Services, acts as the Funds’ Administrator, Transfer Agent, and Fund Accountant. U.S. Bank N.A. (the “Custodian”) serves as the Custodian to the Funds. The Custodian is an affiliate of the Administrator. The Administrator performs various administrative and accounting services for the Funds. The Administrator prepares various federal and state regulatory filings, reports and returns for the Funds; prepares reports and materials to be supplied to the Trustees; monitors the activities of the Funds’ Custodian; coordinates the payment of the Funds’ expenses and reviews the Funds’ expense accruals. The officers of the Trust, including the Chief Compliance Officer, are employees 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 Funds, subject to annual minimums and payable by the Adviser.
V-SHARES
Notes to the Financial Statements – Continued
October 31, 2023
5. CAPITAL SHARE TRANSACTIONS
Transactions in shares of the Funds were as follows:
US Leadership Diversity ETF | | | | | | |
| | Year Ended | | | Period Ended | |
| | October 31, 2023 | | | October 30, 2022 | |
Shares sold | | | — | | | | 50,000 | |
Shares issued to holders in reinvestment of distributions | | | — | | | | — | |
Shares redeemed | | | — | | | | — | |
Net increase in shares outstanding | | | — | | | | 50,000 | |
| | | | | | | | |
MSCI World ESG ETF | | | | | | | | |
| | Year Ended | | | Period Ended | |
| | October 31, 2023 | | | October 30, 2022 | |
Shares sold | | | 50,000 | | | | 100,000 | |
Shares issued to holders in reinvestment of distributions | | | — | | | | — | |
Shares redeemed | | | (50,000 | ) | | | — | |
Net increase in shares outstanding | | | — | | | | 100,000 | |
6. INVESTMENT TRANSACTIONS
The aggregate purchases and sales, excluding short-term investments, by the Funds for the period ended October 31, 2023, were as follows:
| | U.S. Government Securities | | | Other Securities | |
| | Purchases | | | Sales | | | Purchases* | | | Sales* | |
US Leadership Diversity ETF | | $ | — | | | $ | — | | | $ | 148,453 | | | $ | 153,355 | |
MSCI World ESG ETF | | | — | | | | — | | | $ | 674,462 | | | $ | 689,537 | |
* | Purchases exclude subscriptions in-kind of $1,263,702 and sales exclude redemptions in-kind of $1,263,702 for the MSCI World ESG ETF. Realized gains on in-kind transactions for the MSCI World ESG ETF were $96,404. |
7. FEDERAL TAX INFORMATION
The aggregate gross unrealized appreciation and depreciation of securities held by the Funds and the total cost of securities for federal income tax purposes at October 31, 2023, the Funds’ most recently completed fiscal year-end, were as follows:
| | Aggregate Gross | | | Aggregate Gross | | | Net Unrealized | | | Federal Income | |
Fund | | Appreciation | | | Depreciation | | | Depreciation | | | Tax Cost | |
US Leadership Diversity ETF | | $ | 92,571 | | | $ | (155,000 | ) | | $ | (62,429 | ) | | $ | 1,201,986 | |
MSCI World ESG ETF | | | 221,986 | | | | (227,158 | ) | | | (5,172 | ) | | | 2,545,930 | |
Any differences between book-basis and tax-basis unrealized appreciation (depreciation) is attributable primarily to the deferral of wash sale losses and tax treatment of passive foreign investment companies.
V-SHARES
Notes to the Financial Statements – Continued
October 31, 2023
At October 31, 2023, the components of distributable earnings on a tax-basis were as follows:
| | Undistributed | | | Undistributed | | | Other | | | Net | | | Total | |
| | Ordinary | | | Long-Term | | | Accumulated | | | Unrealized | | | Accumulated | |
Fund | | Income | | | Capital Gains | | | Losses | | | Depreciation | | | Gain (Loss) | |
US Leadership Diversity ETF | | $ | 4,754 | | | $ | — | | | $ | (37,443 | ) | | $ | (62,429 | ) | | $ | (95,118 | ) |
MSCI World ESG ETF | | | 74,352 | | | | 1,407 | | | | (21 | ) | | | (5,172 | ) | | | 70,566 | |
As of October 31, 2023, the Funds’ most recently completed fiscal year-end, US Leadership Diversity ETF had a non-expiring short-term capital loss carryover of $34,924 and a non-expiring long-term capital loss carryover of $2,519 and the MSCI World ESG ETF did not have any capital loss carryovers. 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 year subsequent to October 31 and December 31, respectively. For the taxable period ended October 31, 2023, the Funds did not defer any post-October losses.
The tax character of distributions paid during the period ended October 31, 2023, were as follows:
| | Ordinary* | | | Long-Term | | | | |
Fund | | Income | | | Capital Gains | | | Total | |
US Leadership Diversity ETF | | $ | 15,233 | | | $ | — | | | $ | 15,233 | |
MSCI World ESG ETF | | | 44,149 | | | | 194 | | | | 44,343 | |
The tax character of distributions paid during the period ended October 31, 2022 were as follows:
| | Ordinary* | | | Long-Term | | | | |
Fund | | Income | | | Capital Gains | | | Total | |
US Leadership Diversity ETF | | $ | 7,298 | | | | — | | | $ | 7,298 | |
MSCI World ESG ETF | | | — | | | | — | | | | — | |
* | For federal income tax purposes, distributions of short-term capital gains are treated as ordinary income. |
8. SECTOR RISK
As of October 31, 2023, the US Leadership Diversity ETF and MSCI World ESG ETF had a significant portion of its assets invested in the information technology sector. The information technology sector may be more sensitive to changes in domestic and international competition, economic cycles, financial resources, personnel availability, rapid innovation and intellectual property issues.
9. OTHER REGULATORY MATTERS
In October 2022, the Securities and Exchange Commission (the “SEC”) adopted a final rule relating to Tailored Shareholder Reports for Mutual Funds and Exchange-Traded Funds; Fee Information in Investment Company Advertisements. The rule and form amendments will, among other things, require the Funds to transmit concise and visually engaging shareholder reports that highlight key information. The amendments will require that funds tag information in a structured data format and that certain more in-depth information be made available online and available for delivery free of charge to investors on request. The amendments became effective January 24, 2023. There is an 18-month transition period after the effective date of the amendment.
V-SHARES
Notes to the Financial Statements – Continued
October 31, 2023
10. SUBSEQUENT EVENT
On December 13, 2023, the Board of Trustees has determined to close and liquidate the US Leadership ETF and the MSCI World ESG ETF effectively immediately after the close of business on January 10, 2024, based on a recommendation by the Adviser. Each Fund’s last day of trading will be January 9, 2024, which will also be the final day for creation unit orders by authorized participants. Each Fund will conclude operations and distribute the remaining proceeds to shareholders promptly after the close of business on January 10, 2024.
Management has performed an evaluation of subsequent events through the date the financial statements were issued and has determined that no additional items require recognition or disclosure.
11. RESULTS OF SPECIAL SHAREHOLDER MEETING (UNAUDITED)
At a special meeting of the shareholders of the Funds (the “Special Meeting”) held on August 16, 2023, the shareholders approved a new investment sub-advisory agreement between Vident Advisory, LLC (d/b/a Vident Asset Management) (“VA”) and the Adviser, on behalf of the Funds. Pursuant to a purchase agreement signed on March 24, 2023, Vident Capital Holdings, LLC, a subsidiary of MM VAM, LLC, acquired a majority interest in VA (the “Transaction”). MM VAM, LLC is an entity controlled by Casey Crawford. The Transaction was completed on or about July 14, 2023 (the “Closing Date”) and the Transaction constituted an “assignment” under the Investment Company Act of 1940, as amended, resulting in the automatic termination of the sub-advisory agreement between the Adviser and the Funds’ then current sub-adviser, Vident Investment Advisory, LLC (“VIA”). For the period of the Closing Date until August 16, 2023, VA served as sub-adviser to the Funds pursuant to an interim sub-advisory agreement approved by the Trust’s Board of Trustees. Following the Closing Date, VIA consolidated its operations with VA and effective August 16, 2023 VA assumed the sub-advisory responsibilities with respect to the Funds. Each Fund’s shareholders of record as of June 30, 2023 were entitled to vote at the Special Meeting.
As of the record date, the US Leadership Diversity Fund had 50,000 shares outstanding. Of the 25,019 shares present in person or by proxy at the Special Meeting: 25,019, or 100%, voted to approve the New Sub-Advisory Agreement (representing 50.04% of total outstanding shares). Accordingly, the New Sub-Advisory Agreement was approved.
As of the record date, the MSCI World ESG Fund had 100,000 shares outstanding. Of the 57,288 shares present in person or by proxy at the Special Meeting: 56,788, or 99.13%, voted to approve the New Sub-Advisory Agreement (representing 56.79% of total outstanding shares), 500, or 0.87% voted against, and 0, or 0.0% withheld from voting. Accordingly, the New Sub-Advisory Agreement was approved.
The New Sub-Advisory Agreement became effective on August 16, 2023.
V-SHARES
Report of Independent Registered Public Accounting Firm
To the Shareholders of V-Shares ETFs and
Board of Trustees of Managed Portfolio Series
Opinion on the Financial Statements
We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of the funds listed below (“V-Shares ETFs” or the “Funds”), each a series of Managed Portfolio Series, as of October 31, 2023, the related statements of operations, the statements of changes in net assets, the related notes, and the financial highlights for each of the periods indicated below (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of each of the Funds as of October 31, 2023, the results of their operations, the changes in net assets, and the financial highlights for each of the periods indicated below in conformity with accounting principles generally accepted in the United States of America.
| Statements of | Statements of | |
Fund Name | Operations | Changes in Net Assets | Financial Highlights |
V-Shares US Leadership Diversity ETF | For the year ended | For the year ended October 31, 2023 and for the |
| October 31, 2023 | period from December 21, 2021 (commencement |
| | of operations) through October 31, 2022 |
V-Shares MSCI World ESG Materiality | For the year ended | For the year ended October 31, 2023 and for the |
& Carbon Transition ETF | October 31, 2023 | period from June 8, 2022 (commencement of |
| | operations) through October 31, 2022 |
Basis for Opinion
These financial statements are the responsibility of the Funds’ management. Our responsibility is to express an opinion on the Funds’ financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Funds in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the 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 procedures included confirmation of securities owned as of October 31, 2023, by correspondence with the custodian. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Emphasis of Matter – Liquidation
As disclosed in Note 10 to the financial statements, on December 13, 2023, the Board of Trustees of Managed Portfolio Series approved the liquidation of the Funds. Each Fund’s last day of trading will be January 9, 2024 and will distribute their remaining assets after the close of business on January 10, 2024.
We have served as the Funds’ auditor since 2021.
COHEN & COMPANY, LTD.
Milwaukee, Wisconsin
December 27, 2023
V-SHARES
Approval of Sub-Advisory Agreement (Unaudited)
At a meeting of the Board of Trustees of the Trust on May 23-24, 2023, the Board, including all of the Independent Trustees, considered and approved a sub-advisory agreement between V-Square Quantitative Management, LLC (“Adviser”) and Vident Advisory, LLC (d/b/a Vident Asset Management) (“VA”), on behalf of each of the V-Shares US Leadership Diversity ETF and V-Shares MSCI World ESG Materiality and Carbon Transition ETF (each a “Fund”, collectively the “Funds”) (“Sub-Advisory Agreement”), for an initial two-year term.
Prior to and at the meeting, the Trustees received and considered information from VA, and the Trust’s administrator, designed to provide the Trustees with the information necessary to evaluate the approval of the Sub-Advisory Agreement (“Support Materials”). The Independent Trustees reviewed and considered each Fund’s investment strategy, services that VA proposed to provide to the Funds, the proposed sub-advisory fees to be paid to VA under the Sub-Advisory Agreement, and other matters that the Trustees deemed relevant. Before voting to approve the Sub-Advisory Agreement, the Trustees reviewed the Support Materials with Trust management and with counsel to the Independent Trustees and considered the legal standards for the Trustees’ consideration of the approval of the Sub-Advisory Agreement. This information, together with the information provided to the Board throughout the course of the year, formed the primary (but not exclusive) basis for the Board’s determinations.
In determining whether to approve the Sub-Advisory Agreement, the Trustees considered all factors they believed relevant, including the following with respect to each Fund. In their deliberations, the Trustees did not identify any particular information that was all-important or controlling.
Nature, Extent and Quality of Services Provided. The Trustees considered the scope of services that VA will provide under the Sub-Advisory Agreement with respect to the Funds, noting that such services include but are not limited to the following: (1) investing each Fund’s assets consistent with the Fund’s investment objective and investment policies; (2) maintaining the required books and records for transactions VA effects on behalf of the Funds; (3) selecting broker-dealers to execute orders on behalf of the Funds; and (4) monitoring and maintaining each Fund’s compliance with policies and procedures of the Trust and with applicable securities laws. The Trustees noted that the services to be provided under the Sub-Advisory Agreement were identical in all material respects to those services provided under the Funds’ current sub-advisory agreement with Vident Investment Advisory, LLC (“VIA”) (“Current Sub-Advisory Agreement”). The Trustees also considered a series of detailed responses VA had provided with respect to questions posed by the Trust, including a summary of the terms of the transaction pursuant to which VIA is being merged into VA (the “Transaction”) and confirmation that the scope and quality of services to be provided to the Funds by VA would not diminish as a result of the Transaction.
Sub-Advisory Fees. The Board reviewed and considered the sub-advisory fees payable by the Adviser to VA under the Sub-Advisory Agreement. The Board considered that the fees to be paid to VA are paid by the Adviser from the unitary fee the Adviser receives from each Fund, and do not impact the overall advisory fee currently paid by each Fund. The Board noted that the fee was the same as the fee charged under the Current Sub-Advisory Agreement and that the fee reflected an arm’s-length negotiation between the Adviser and VA.
Fund Historical Performance. The Trustees reviewed recent performance of each Fund in comparison to the benchmark tracked by the Fund (“Reference Index”). The Trustees noted that each Fund had closely tracked its Reference Index over the periods reviewed. The Board considered that this performance was as a result of VIA’s portfolio management, rather than VA’s portfolio management, but took into account assurances from VA that there would be minimal change in portfolio management personnel or process following the Transaction.
V-SHARES
Approval of Sub-Advisory Agreement (Unaudited) – Continued
Other Benefits. The Trustees considered the direct and indirect benefits that could be realized by VA from its relationship with the Funds. The Trustees noted that soft dollar arrangements do not currently exist with respect to the Funds’ portfolio transactions and affiliated brokers are not currently used to execute the Funds’ portfolio transactions. The Trustees considered that VA may receive some form of reputational benefit from services rendered to the Funds, but that such benefits are immaterial and cannot otherwise be quantified. The Trustees concluded that VA is not expected to receive additional material benefits from its relationship with the Funds.
Based on all of the information presented to and considered by the Board and the conclusions that it reached, the Board approved the Sub-Advisory Agreement on the basis that its terms and conditions are fair and reasonable and in the best interests of the Funds and their respective shareholders.
V-SHARES
Interim Sub-Advisory Agreement (Unaudited)
At a meeting of the Board of Trustees of the Trust on May 23-24, 2023, the Board, including all of the Independent Trustees, considered and approved an interim sub-advisory agreement between V-Square Quantitative Management, LLC (“Adviser”) and Vident Advisory, LLC (d/b/a Vident Asset Management) (“VA”), on behalf of each of the V-Shares US Leadership Diversity ETF and V-Shares MSCI World ESG Materiality and Carbon Transition ETF (each a “Fund”, collectively the “Funds”) (“Interim Sub-Advisory Agreement”). The Interim Sub-Advisory Agreement was being approved at this time due to an anticipated change in control at the Funds’ then current sub-adviser, Vident Investment Advisory, LLC (“VIA”), whereby VIA would be merged into VA (the “Transaction”). The Board noted that the Interim Sub-Advisory Agreement would take effect after the closing of the Transaction, and would remain in effect only for so long as necessary to obtain the requisite vote of the shareholders of each Fund to approve a new investment sub-advisory agreement between the Adviser and VA or 150 days from the date of the termination of the existing investment advisory agreement between the Adviser and VIA.
Prior to and at the meeting, the Trustees received and considered information from VA, and the Trust’s administrator, designed to provide the Trustees with the information necessary to evaluate the approval of the Interim Sub-Advisory Agreement (“Support Materials”). The Independent Trustees reviewed and considered each Fund’s investment strategy, services that VA proposed to provide to the Funds, the proposed sub-advisory fees to be paid to VA under the Interim Sub-Advisory Agreement, and other matters that the Trustees deemed relevant. Before voting to approve the Interim Sub-Advisory Agreement, the Trustees reviewed the Support Materials with Trust management and with counsel to the Independent Trustees and considered the legal standards for the Trustees’ consideration of the approval of the Interim Sub-Advisory Agreement. This information, together with the information provided to the Board throughout the course of the year, formed the primary (but not exclusive) basis for the Board’s determinations.
In determining whether to approve the Interim Sub-Advisory Agreement, the Trustees considered all factors they believed relevant, including the following with respect to each Fund. In their deliberations, the Trustees did not identify any particular information that was all-important or controlling.
Nature, Extent and Quality of Services Provided. The Trustees considered the scope of services that VA will provide under the Interim Sub-Advisory Agreement with respect to the Funds, noting that such services include but are not limited to the following: (1) investing each Fund’s assets consistent with the Fund’s investment objective and investment policies; (2) maintaining the required books and records for transactions VA effects on behalf of the Funds; (3) selecting broker-dealers to execute orders on behalf of the Funds; and (4) monitoring and maintaining each Fund’s compliance with policies and procedures of the Trust and with applicable securities laws.
The Trustees noted that the services to be provided under the Interim Sub-Advisory Agreement were identical in all material respects to those services provided under the current sub-advisory agreement. The Trustees also noted that the Interim Sub-Advisory Agreement would take effect after the closing of the Transaction, and would remain in effect only for so long as necessary to obtain the requisite vote of the shareholders of each Fund to approve the new sub-advisory agreement or 150 days from the date of the termination of the current sub-advisory agreement. The Trustees also considered a series of detailed responses VA had provided with respect to questions posed by the Trust, including a summary of the terms of the Transaction and confirmation that the scope and quality of services to be provided to the Funds by VA would not diminish as a result of the Transaction.
Sub-Advisory Fees. The Board reviewed and considered the sub-advisory fees payable by the Adviser to VA under the Interim Sub-Advisory Agreement. The Board considered that the fees to be paid to VA are paid by the Adviser from the unitary fee the Adviser receives from each Fund, and do not impact the overall advisory fee currently paid by each Fund. The Board noted that the fee was the same as the fee charged under the current sub-advisory agreement and that the fee reflected an arm’s-length negotiation between the Adviser and VA.
V-SHARES
Interim Sub-Advisory Agreement (Unaudited) – Continued
Fund Historical Performance. The Trustees reviewed recent performance of each Fund in comparison to the benchmark tracked by the Fund (“Reference Index”). The Trustees noted that each Fund had closely tracked its Reference Index over the periods reviewed. The Board considered that this performance was as a result of VIA’s portfolio management, rather than VA’s portfolio management, but took into account assurances from VA that there would be minimal change in portfolio management personnel or process following the Transaction.
Other Benefits. The Trustees considered the direct and indirect benefits that could be realized by VA from its relationship with the Funds. The Trustees noted that soft dollar arrangements do not currently exist with respect to the Funds’ portfolio transactions and affiliated brokers are not currently used to execute the Funds’ portfolio transactions. The Trustees considered that VA may receive some form of reputational benefit from services rendered to the Funds, but that such benefits are immaterial and cannot otherwise be quantified. The Trustees concluded that VA is not expected to receive additional material benefits from its relationship with the Funds.
Based on all of the information presented to and considered by the Board and the conclusions that it reached, the Board approved the Interim Sub-Advisory Agreement on the basis that its terms and conditions are fair and reasonable and in the best interests of the Funds and their respective shareholders.
V-SHARES
Statement Regarding the Fund’s Liquidity Risk Management Program (Unaudited)
Pursuant to Rule 22e-4 under the Investment Company Act of 1940, Managed Portfolio Series (the “Trust”), on behalf of the V-Shares US Leadership Diversity ETF and V-Shares MSCI World ESG Materiality and Carbon Transition ETF (each a “Fund” and together, the “Funds”), has adopted and implemented a written liquidity risk management program (the “Program”) that includes policies and procedures reasonably designed to comply with the requirements of Rule 22e-4, including: (i) assessment, management and periodic review of liquidity risk; (ii) classification of portfolio holdings; (iii) establishment of a highly liquid investment minimum (“HLIM”), as applicable; (iv) limitation on illiquid investments; and (v) redemptions in-kind. The Trust’s Board of Trustees (the “Board”) has approved the designation of V-Square Quantitative Management, LLC (“VSquare”) as the administrator of the Program (the “Program Administrator”). Personnel of VSquare conduct the day-to-day operation of the Program pursuant to policies and procedures administered by the Program Administrator.
In accordance with Rule 22e-4, the Board reviewed a report prepared by the Program Administrator (the “Report”) regarding the operation of the Program and its adequacy and effectiveness of implementation for the period of December 20, 2021 through December 31, 2022 (the “Reporting Period”). No significant liquidity events impacting the Funds during the Reporting Period or material changes to the Program were noted in the Report.
Under the Program, VSquare manages and periodically reviews each Fund’s liquidity risk, including consideration of applicable factors specified in Rule 22e-4 and the Program. Liquidity risk is defined as the risk that a Fund could not meet shareholder redemption requests without significant dilution of remaining shareholders’ interests in the Fund. There were no redemptions during the Reporting Period for either Fund. In the Report, VSquare provided its assessment that, based on the information considered in its review, the Program remains reasonably designed to manage each Fund’s liquidity risk and each Fund’s investment strategy remains appropriate for an open-end fund.
Each Fund qualified as an in-kind ETF during the Reporting Period. Accordingly, each Fund was not required to establish a HLIM or comply with the related Program provisions during the Reporting Period.
During the Reporting Period, each Fund’s investments were monitored for compliance with the 15% limitation on illiquid investments pursuant to the Program and in accordance with Rule 22e-4.
The Report noted that, with respect to each Fund, the Program Administrator monitored bid-ask spreads, the level of active market participants, the relationship between market price and NAV, any divergence between basket composition and the Fund’s holdings, tracking error, and other market data that could indicate actual or perceived liquidity concerns and concluded that the Fund had efficient arbitrage and traded on the secondary markets as reasonably expected. The Report concluded: (i) the Program was implemented and operated effectively to achieve the goal of assessing and managing each Fund’s liquidity risk during the Reporting Period; and (ii) while there were no redemptions during the Reporting Period for either Fund, VShares understands that each Fund continues to assess whether it would have been able to meet its requests for redemption without significant dilution of remaining investors’ interests in the Fund.
V-SHARES
Additional Information (Unaudited)
October 31, 2023
TRUSTEES & OFFICERS
| | | Number of | | Other |
| | | Portfolios | | Directorships |
| Position(s) | Term of Office | in Trust | | Held by Trustee |
Name, Address and | Held with | and Length of | Overseen | Principal Occupation(s) | During the |
Year of Birth | the Trust | Time Served | by Trustee | During the Past Five Years | Past Five Years |
Independent Trustees | | | | | |
| | | | | |
Leonard M. Rush, CPA | Chairman, | Indefinite | 31 | Retired, Chief Financial Officer, | Independent Trustee, |
615 E. Michigan St. | Trustee | Term; Since | | Robert W. Baird & Co. Incorporated | ETF Series Solutions |
Milwaukee, WI 53202 | and Audit | April 2011 | | (2000-2011). | (57 Portfolios) |
Year of Birth: 1946 | Committee | | | | (2012-Present). |
| Chairman | | | | |
| | | | | |
David A. Massart | Trustee | Indefinite | 31 | Partner and Managing Director, | Independent Trustee, |
615 E. Michigan St. | | Term; Since | | Beacon Pointe Advisors, LLC | ETF Series Solutions |
Milwaukee, WI 53202 | | April 2011 | | (since 2022); Co-Founder and Chief | (57 Portfolios) |
Year of Birth: 1967 | | | | Investment Strategist, Next Generation | (2012-Present). |
| | | | Wealth Management, Inc. (2005-2021). | |
V-SHARES
Additional Information (Unaudited) – Continued
October 31, 2023
| | | Number of | | Other |
| | | Portfolios | | Directorships |
| Position(s) | Term of Office | in Trust | | Held by Trustee |
Name, Address and | Held with | and Length of | Overseen | Principal Occupation(s) | During the |
Year of Birth | the Trust | Time Served | by Trustee | During the Past Five Years | Past Five Years |
David M. Swanson | Trustee and | Indefinite | 31 | Founder and Managing Principal, | Independent Trustee, |
615 E. Michigan St. | Nominating & | Term; Since | | SwanDog Strategic Marketing, LLC | ALPS Variable |
Milwaukee, WI 53202 | Governance | April 2011 | | (2006-Present). | Investment Trust |
Year of Birth: 1957 | Committee | | | | (7 Portfolios) |
| Chairman | | | | (2006-Present); |
| | | | | Independent Trustee, |
| | | | | RiverNorth Funds |
| | | | | (3 Portfolios) |
| | | | | (2018-Present); |
| | | | | RiverNorth Managed |
| | | | | Duration Municipal |
| | | | | Income Fund, Inc. |
| | | | | (1 Portfolio) |
| | | | | (2019-Present); |
| | | | | RiverNorth |
| | | | | Opportunistic |
| | | | | Municipal Income |
| | | | | Fund, Inc. |
| | | | | (1 Portfolio) |
| | | | | (2018-Present); |
| | | | | RiverNorth Capital |
| | | | | and Income Fund |
| | | | | (1 Portfolio) |
| | | | | (2018-Present); |
| | | | | RiverNorth |
| | | | | Opportunities Fund |
| | | | | (1 Portfolio) |
| | | | | (2015-Present); |
| | | | | RiverNorth/ |
| | | | | DoubleLine |
| | | | | Strategic |
| | | | | Opportunity Fund, |
| | | | | Inc. (1 Portfolio) |
| | | | | (2019-Present); |
| | | | | RiverNorth Flexible |
| | | | | Municipal Income |
| | | | | Fund, Inc. |
| | | | | (1 Portfolio) |
| | | | | (2020-Present); |
| | | | | RiverNorth Flexible |
| | | | | Municipal Income |
| | | | | Fund II, Inc. |
| | | | | (1 Portfolio) |
| | | | | (2021-Present); |
| | | | | RiverNorth Managed |
| | | | | Duration Municipal |
| | | | | Income Fund II, Inc. |
| | | | | (1 Portfolio) |
| | | | | (2022-Present). |
V-SHARES
Additional Information (Unaudited) – Continued
October 31, 2023
| | | Number of | | Other |
| | | Portfolios | | Directorships |
| Position(s) | Term of Office | in Trust | | Held by Trustee |
Name, Address and | Held with | and Length of | Overseen | Principal Occupation(s) | During the |
Year of Birth | the Trust | Time Served | by Trustee | During the Past Five Years | Past Five Years |
Robert J. Kern | Trustee | Indefinite | 31 | Retired (July 2018-Present); | None |
615 E. Michigan St. | | Term; Since | | Executive Vice President, | |
Milwaukee, WI 53202 | | January 2011 | | U.S. Bancorp Fund Services, LLC | |
Year of Birth: 1958 | | | | (1994-2018). | |
| | | | | |
Officers | | | | | |
| | | | | |
Brian R. Wiedmeyer | President | Indefinite | N/A | Vice President, U.S. Bancorp Fund | N/A |
615 E. Michigan St. | and Principal | Term, Since | | Services, LLC (2005-Present). | |
Milwaukee, WI 53202 | Executive | November 2018 | | | |
Year of Birth: 1973 | Officer | | | | |
| | | | | |
Deborah Ward | Vice President, | Indefinite | N/A | Senior Vice President, U.S. Bancorp | N/A |
615 E. Michigan St. | Chief | Term; Since | | Fund Services, LLC (2004-Present). | |
Milwaukee, WI 53202 | Compliance | April 2013 | | | |
Year of Birth: 1966 | Officer and | | | | |
| Anti-Money | | | | |
| Laundering | | | | |
| Officer | | | | |
| | | | | |
Benjamin Eirich | Treasurer, | Indefinite | N/A | Assistant Vice President, | N/A |
615 E. Michigan St. | Principal | Term; Since | | U.S. Bancorp Fund Services, LLC | |
Milwaukee, WI 53202 | Financial | August 2019 | | (2008-Present). | |
Year of Birth: 1981 | Officer and | (Treasurer); | | | |
| Vice President | Since | | | |
| | November 2018 | | | |
| | (Vice President) | | | |
| | | | | |
John Hadermayer | Secretary | Indefinite | N/A | U.S. Bancorp Fund Services, LLC | N/A |
615 E. Michigan St. | | Term; Since | | (2022-Present); Executive Director, | |
Milwaukee, WI 53202 | | May 2022 | | AQR Capital Management, LLC | |
Year of Birth: 1977 | | | | (2013-Present). | |
| | | | | |
Silinapha Saycocie | Assistant | Indefinite | N/A | Officer, U.S. Bancorp Fund | N/A |
615 E. Michigan St. | Treasurer and | Term; Since | | Services, LLC (2020-Present). | |
Milwaukee, WI 53202 | Vice President | November 2023 | | | |
Year of Birth: 1998 | | | | | |
| | | | | |
Sara J. Bollech | Assistant | Indefinite | N/A | Officer, U.S. Bancorp Fund | N/A |
615 E. Michigan St. | Treasurer and | Term; Since | | Services, LLC (2007-Present). | |
Milwaukee, WI 53202 | Vice President | November 2021 | | | |
Year of Birth: 1977 | | | | | |
| | | | | |
Peter A. Walker, CPA | Assistant | Indefinite | N/A | Officer, U.S. Bancorp Fund | N/A |
615 E. Michigan St. | Treasurer and | Term; Since | | Services, LLC (2016-Present). | |
Milwaukee, WI 53202 | Vice President | November 2021 | | | |
Year of Birth: 1993 | | | | | |
V-SHARES
Additional Information (Unaudited) – Continued
October 31, 2023
AVAILABILITY OF FUND PORTFOLIO INFORMATION
The Funds file 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. Each Fund’s Part F of Form N-PORT is available on the SEC’s website at https://www.sec.gov/ and 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 1-312-872-7281.
AVAILABILITY OF PROXY VOTING INFORMATION
A description of the Funds’ Proxy Voting Policies and Procedures is available without charge, upon request, by calling 1-312-872-7281. Information regarding how the Funds voted proxies relating to portfolio securities during the most recent 12-month period ended October 31, is available (1) without charge, upon request, by calling 1-312-872-7281, or (2) on the SEC’s website at https://www.sec.gov/.
FREQUENCY DISTRIBUTION OF PREMIUMS AND DISCOUNTS
Information regarding how often shares of the Funds trade on an exchange at a premium or discount the NAV of the Funds is available, free of charge, on the Funds’ website at https://www.v-shares.com.
FUND DISTRIBUTION INFORMATION
For the fiscal year ended October 31, 2023, certain dividends paid by the Funds may be reported as qualified dividend income and may be eligible for taxation at capital gain rates. The percentage of dividends declared from ordinary income designated as qualified dividend income was 100.00% and 62.83% for the US Leadership Diversity ETF and MSCI World ESG ETF, respectively. For corporate shareholders, the percent of ordinary income distributions qualifying for the corporate dividends received deduction for the period ended October 31, 2023 was 100.00% and 47.65% for the US Leadership Diversity ETF and MSCI World ESG ETF, respectively. 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 0.00% and 0.00% for the US Leadership Diversity ETF and MSCI World ESG ETF, respectively.
V-SHARES
Privacy Notice (Unaudited)
The Funds collect only relevant information about you that the law allows or requires it to have in order to conduct its business and properly service you. The Funds collect financial and personal information about you (“Personal Information”) directly (e.g., information on account applications and other forms, such as your name, address, and social security number, and information provided to access account information or conduct account transactions online, such as password, account number, e-mail address, and alternate telephone number), and indirectly (e.g., information about your transactions with us, such as transaction amounts, account balance and account holdings).
The Funds do not disclose any non-public personal information about its shareholders or former shareholders other than for everyday business purposes such as to process a transaction, service an account, respond to court orders and legal investigations or as otherwise permitted by law. Third parties that may receive this information include companies that provide transfer agency, technology and administrative services to the Funds, as well as the Funds’ investment adviser who is an affiliate of the Funds. If you maintain a retirement/educational custodial account directly with the Funds, we may also disclose your Personal Information to the custodian for that account for shareholder servicing purposes. The Funds limit access to your Personal Information provided to unaffiliated third parties to information necessary to carry out their assigned responsibilities to the Funds. All shareholder records will be disposed of in accordance with applicable law. The Funds maintain physical, electronic and procedural safeguards to protect your Personal Information and require its third-party service providers with access to such information to treat your Personal Information with the same high degree of confidentiality.
In the event that you hold shares of a Fund through a financial intermediary, including, but not limited to, a broker-dealer, credit union, bank or trust company, the privacy policy of your financial intermediary governs how your non-public personal information is shared with unaffiliated third parties.
With respect to the Funds, issues and redemptions of their shares at net asset value (“NAV”) occur only in large aggregations of a specified number of shares (e.g., 50,000) called “Creation Units.” Only Authorized Participants (“AP”s) may acquire shares directly from an ETF, and only APs may tender their ETF shares for redemption directly to the ETF, at NAV. APs must be (i) a broker-dealer or other participant in the clearing process through the Continuous Net Settlement System of the NSCC, a clearing agency that is registered with the SEC; or (ii) a DTC participant. In addition, each AP must execute a Participant Agreement that has been agreed to by the Funds’ distributor, and that has been accepted by the Funds’ transfer agent, with respect to purchases and redemptions of Creation Units.
Because of this structure, the Funds do not have any information regarding any “consumers” as defined in Rule 3 of Regulation S-P with respect to any ETFs, and consequently is not required by Regulation S-P to deliver a notice of the Funds’ privacy policy to any ETF shareholders.
(This Page Intentionally Left Blank.)
INVESTMENT ADVISER
V-Square Quantitative Management, LLC
320 North Sangamon Street, Suite 1225
Chicago, IL 60607
INVESTMENT SUB-ADVISER
Vident Investment Advisory, LLC
1125 Sanctuary Parkway, Suite 515
Alpharetta, GA 30009
INDEX PROVIDERS
MSCI Inc.
7 World Trade Center
250 Greenwich Street, 49 Floor
New York, NY 10007
ISS ESG
(Responsible investment arm of Institutional Shareholders Service, Inc.)
702 King Farm Boulevard, Suite 400
Rockville, MD 20850
DISTRIBUTOR
Quasar Distributors, LLC
111 East Kilbourn Avenue, Suite 2200
Milwaukee, WI 53202
CUSTODIAN
U.S. Bank N.A.
1555 North Rivercenter Drive, Suite 302
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
Stradley Ronon Stevens & Young, LLP
2005 Market Street, Suite 2600
Philadelphia, PA 19103
This report must be accompanied or preceded by a prospectus.
The Funds’ Statement of Additional Information contains additional information about the
Funds’ trustees and is available without charge upon request by calling 1-312-872-7281.
(b) Not Applicable.
Item 2. Code of Ethics.
The Registrant has adopted a code of ethics that applies to the Registrant’s principal executive officer and principal financial officer. The Registrant has not made any substantive amendments to its code of ethics during the period covered by this period.
The Registrant has not granted any waivers from any provisions of the code of ethics during the period covered by this report.
A copy of the Registrant’s code of ethics that applies to the Registrant’s principal executive officer and principal financial officer is filed herewith.
Item 3. Audit Committee Financial Expert.
The Registrant’s Board of Trustees has determined that there is at least one audit committee financial expert serving on its audit committee. Leonard M. Rush is the “audit committee financial expert” and is considered to be “independent” as each term is defined in Item 3 of Form N-CSR.
Item 4. Principal Accountant Fees and Services.
The Registrant has engaged its principal accountant to perform audit services, audit-related services, tax services and other services during the past two fiscal years. “Audit services” refer to performing an 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 the past fiscal year. “Audit-related services” refer to the assurance and related services by the principal accountant that are reasonably related to the performance of the audit. “Tax services” refer to professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning, including reviewing the Fund’s tax returns and distribution calculations. There were no “other services” provided by the principal accountant. For the fiscal years ended October 31, 2023, and October 31, 2022, the Funds’ principal accountant was Cohen & Company, Ltd. The following table details the aggregate fees billed or expected to be billed for each of the last fiscal year for audit fees, audit-related fees, tax fees and other fees by the principal accountant.
| FYE 10/31/2023 | FYE 10/31/2022 |
(a) Audit Fees | $31,500 | $30,000 |
(b) Audit-Related Fees | $0 | $0 |
(c) Tax Fees | $7,000 | $7,000 |
(d) All Other Fees | $0 | $0 |
(e)(1) The audit committee has adopted pre-approval policies and procedures that require the audit committee to pre‑approve all audit and non‑audit services of the Registrant, including services provided to any entity affiliated with the Registrant.
(e)(2) The percentage of fees billed by Cohen & Company, Ltd. applicable to non-audit services pursuant to waiver of pre-approval requirement was as follows:
| FYE 10/31/2023 | FYE 10/31/2022 |
Audit-Related Fees | 0% | 0% |
Tax Fees | 0% | 0% |
All Other Fees | 0% | 0% |
(f) All of the principal accountant’s hours spent on auditing the Registrant’s financial statements were attributed to work performed by full‑time permanent employees of the principal accountant.
(g) The following table indicates the non-audit fees billed or expected to be billed by the Registrant’s accountant for services to the Registrant and to the Registrant’s investment adviser (and any other controlling entity, etc.—not sub-adviser) for the last two years.
Non-Audit Related Fees | FYE 10/31/2023 | FYE 10/31/2022 |
Registrant | $0 | $0 |
Registrant’s Investment Adviser | $0 | $0 |
(h) The audit committee of the board of trustees/directors has considered whether the provision of non-audit services that were rendered to the Registrant's investment adviser is compatible with maintaining the principal accountant's independence and has concluded that the provision of such non-audit services by the accountant has not compromised the accountant’s independence.
(i) Not applicable.
(j) Not applicable.
Item 5. Audit Committee of Listed Registrants.
(a) The Registrant is an issuer as defined in Rule 10A-3 under the Securities Exchange Act of 1934, (the “Act”) and has a separately designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Act. The members of the audit committee, all Independent Trustees, are as follows: Leonard Rush, David Massart, Dave Swanson and Robert Kern.
(b) Not applicable
Item 6. Schedule of Investments.
(a) Schedule of Investments is included as part of the report to shareholders filed under Item 1 of this Form.
(b) Not applicable.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable to open-end investment companies.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable to open-end investment companies.
Item 9. Purchases of Equity Securities by Closed‑End Management Investment Company and Affiliated Purchasers.
Not applicable to open-end investment companies.
Item 10. Submission of Matters to a Vote of Security Holders.
There have been no material changes to the procedures by which shareholders may recommend nominees to the Registrant’s Board of Trustees.
Item 11. Controls and Procedures.
(a) | The Registrant’s President and Treasurer have reviewed the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) as of a date within 90 days of the filing of this report, as required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d‑15(b) under the Securities Exchange Act of 1934. Based on their review, such officers have concluded that the disclosure controls and procedures are effective in ensuring that information required to be disclosed in this report is appropriately recorded, processed, summarized and reported and made known to them by others within the Registrant and by the Registrant’s service provider. |
(b) | There were no significant changes in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting. |
Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies
Not applicable to open-end investment companies.
Item 13. Exhibits.
(3) Any written solicitation to purchase securities under Rule 23c‑1 under the Act sent or given during the period covered by the report by or on behalf of the Registrant to 10 or more persons. Not applicable to open-end investment companies.
(4) Change in the Registrant’s independent public accountant. There was no change in the Registrant’s independent public accountant for the period covered by this report.
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) Managed Portfolio Series
By (Signature and Title) /s/Brian R. Wiedmeyer
Brian R. Wiedmeyer, President
Date January 2, 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/Brian R. Wiedmeyer
Brian R. Wiedmeyer, President
Date January 2, 2024
By (Signature and Title) /s/Benjamin J. Eirich
Benjamin J. Eirich, Treasurer
Date January 2, 2024