N-CSR 1 emlestrust_ncsr.htm N-CSR

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM N-CSR

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

  

Investment Company Act file number: 811-23431

 

Emles Trust

(Exact name of registrant as specified in charter)

 

5323 Anita Street, Dallas TX 75206

(Address of principal executive offices) (Zip code)

 

Citi Fund Services Ohio, Inc., 4400 Easton Commons, Suite 200, Columbus, OH 43219

(Name and address of agent for service)

  

Registrant’s telephone number, including area code:     833-673-2661                

 

Date of fiscal year end: June 30                               

 

Date of reporting period: June 30, 2022                      

 

 

 

 

 

 

Item 1. Reports to Stockholders.

 

2022 ANNUAL REPORT

Emles Trust

Emles Alpha Opportunities ETF (EOPS)

Emles Federal Contractors ETF (FEDX)

Emles Luxury Goods ETF (LUXE)

Emles Made in America ETF (AMER)

Emles Real Estate Credit ETF (REC)

Emles @Home ETF (LIV)

This report is submitted for the general information of shareholders of the Funds. It is not authorized for distribution unless preceded or
accompanied by a current prospectus for the Funds.

 

 

 

 

 

 

 

  www.emles.com

 

 

 

Dear Shareholder,

 

Writing this piece now in 2022 reminds me of many of the challenges we have endured since my last outreach to you. While circumstances have adapted and we, as a society, have found ways to move forward, it has also been fraught with challenges; shortages of COVID-19 tests and indoor gatherings proved to be the perfect recipe for spikes in infection – even among the vaccinated. And yet, at the same time, we continue to find ways to deal with the pandemic and move forward even in the face of spreading infection and spiking rates.

 

Since February of this year, the world watched in horror as Russia’s invasion of Ukraine was met with both strong resistance and utter dismay as global supply chains came under increasing pressure to provide food and energy to Europe and the greater world. Here at Emles, we supported the Ukrainian Red Cross efforts through a campaign of donating a matching amount for creations received on the fund range for several months.

 

These events, and others, serve as a backdrop to the current financial condition we find ourselves in. Rate hikes, record inflation, and two consecutive quarters of negative growth have economists continuing to debate whether we have officially entered a recession.

 

Despite the economic and geopolitical challenges of the first half of the year, our funds have generally displayed resilience relative to their benchmarks over the last year1.

 

The armed conflict in Europe has certainly not slowed the rate of spend or focus on defense spending. Since its inception2, the Emles Federal Contractors ETF (FEDX) has returned 11.67% on a net asset value basis through June 30, 2022, helped by sentiment-driven price performance outpacing the earnings of those companies & top allocations to blue-chip aerospace & defense names which benefitted from the above mentioned global tension. Names in defense such as Northrop Grumman and General Dynamics Corp contributed to the performance of the Fund. FEDX has returned 0.57% on a net asset value basis for the one-year period ended June 30, 2022 compared to the Emles Federal Contractors Index, which returned 0.99% for the same period. This gap of 0.42% can be principally attributed to such factors as the total expense ratio (TER) of the fund, distribution payments and cash drag, as applicable.

 

The geopolitical unrest also presents an opportunity for domestic-based and operating companies as consumers look to localized supply chains. The Fund has benefitted from a credible and visible push to re-establish these national supply chains over international delivery mechanisms which has led to increased US manufacturing numbers. Efforts by the White House, Congress, and the Federal Reserve to temper inflation may bode well for the Emles Made In America ETF (AMER) as progress is made towards lowering the cost of goods sold and onshoring high-capacity manufacturing. Since its inception2, AMER has returned 12.93% on a net asset value basis through June 30, 2022. Fund names such as Northrop Grumman and General Dynamics helped to contribute positively to performance due to their focus on defense. AMER has returned -3.38% on a net asset value basis for the one-year period ended June 30, 2022 compared to the Emles American Manufacturing Index, which returned -3.08% for the same period. This gap of 0.30% can be principally attributed to such factors as the TER of the fund, distribution payments and cash drag, as applicable.

 

 

 

 

 

www.emles.com

 

 

 

The return to “a new normal” post Covid-19 pandemic, coupled with rising interest rates, has had an impact on the companies that form the portfolio within the Emles @Home ETF (LIV). Since its inception2, LIV has returned -19.00% on a net asset value basis through June 30, 2022. LIV has returned -37.24% on a net asset value basis for the one-year period ended June 30, 2022 compared to the Emles Home Lifestyle Index, which returned -36.71% for the same period. This gap of 0.52% can be principally attributed to such factors as the TER of the fund, distribution payments and cash drag, as applicable. While the theme of home-based activities is an enduring one, it is clear how both social trends plus the macroeconomic environment can influence the performance of companies levered to the theme. For this reason, the Fund experienced some performance gains from names such as Sanderson Farms and Hewlett Packard but experienced headwinds in such names as PayPal Holdings and Peleton Interactive as these names came under increased scrutiny from an investment thesis perspective and looking through the lens of further Federal Reserve interest rate increases.

 

The luxury goods space has also suffered in 2022 as part of a cyclical downturn in the consumer discretionary sector. With macroeconomic influences weighing heavily on the consumer, there are two schools of thought in relation to this area; one thought is that the luxury goods space is impervious to factors such as rising rates and inflation, or at the very least, somewhat insulated. The other view is that it will be impacted heavily due to its discretionary nature. Since its inception3, the Emles Luxury Goods ETF (LUXE) has returned -8.31% on a net asset value basis through June 30, 2022. In the period, names such as Essilor Luxottica and Chow Tai Fook Jewellery Group helped to provide some performance gains. LUXE has returned -30.94% on a net asset value basis for the one-year period ended June 30, 2022 compared to the Emles Global Luxury 50 Index, which returned -30.75% for the same period. This gap of 0.19% can be principally attributed to such factors as the TER of the Fund, distribution payments and cash drag, as applicable.

 

The Emles Real Estate Credit ETF (REC) is heavily influenced by both real estate performance and interest rate movements, and credit spreads have widened from less than 100 basis points to 150 basis points or more in the period. The yield may well prove more attractive to investors when compared to last year, but that will depend on the Federal Reserve and its struggle to balance inflation with economic growth. Since its inception2, REC has returned -6.82% on a net asset value basis through June 30, 2022. For the period in question, the predominant factors influencing performance were both real estate performance broadly and interest rate movements, with credit spreads having widened from less than 100 basis points to 150 basis points or more in the period. REC has returned -13.21% on a net asset value basis for the one-year period ended June 30, 2022 compared to the Solactive U.S. Real Estate Bond Index, which returned -12.77% for the same period. This gap of 0.44% can be principally attributed to such factors as the TER of the Fund, distribution payments, index sampling and cash drag, as applicable.

 

Our active strategy, the Emles Alpha Opportunities ETF (EOPS) had a number of headwinds during the period. Anticipated catalyst events in certain security names did not materialize such as Lions Gate Entertainment and Kohl’s Corp and valuations in small/midcap value orientated companies compressed to historically low levels. The result was a return since inception4 of -36.13% on a net asset value basis through June 30, 2022. EOPS has returned -38.83% on a net asset value basis for the one-year period ended June 30, 2022. With an overweighting to the consumer discretionary sector that has experienced significant price depreciation and price multiple compression, there is an opportunity for those names to generate upside relative to names that have less negative sentiment priced in.

 

 

 

 

www.emles.com

 

 

 

Looking ahead, we expect recession risks, rising inflation, and increased interest rates may continue to impact markets as the Federal Reserve tries to deliver a “soft landing” in the face of a narrowing and shortening landing strip.

 

Our team is dedicated to finding opportunities in this challenging environment and our strategies are designed to provide thoughtful positionings and opportunities.

 

Thank you for your continued support and trust in our products.

 

 

Gabriel Hammond

Chief Executive Officer

Emles Advisors

 

 

 

 

 

 

 

 

 

 

1  Please see the following pages for fund-specific performance
2  Inception dates as of October 14, 2020
3  Inception date as of November 24, 2020
4  Inception date as of June 9, 2021

 

The performance data quoted represents past performance and is no guarantee of future results. Investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance data quoted. For the most recent month-end performance, please call +1 (833) 673-2661 or visit the Fund’s website at www.emles.com.

 

 

 

 

www.emles.com

 

 

 

TABLE OF CONTENTS   Page
Management’s Discussion of Fund Performance   1
Expense Examples   19
Schedules of Investments   21
Emles Alpha Opportunities ETF (EOPS)   21
Emles Federal Contractors ETF (FEDX)   24
Emles Luxury Goods ETF (LUXE)   25
Emles Made in America ETF (AMER)   27
Emles Real Estate Credit ETF (REC)   29
Emles @Home ETF (LIV)   32
Statements of Assets and Liabilities   33
Statements of Operations   35
Statements of Changes in Net Assets   37
Financial Highlights   40
Notes to Financial Statements   46
Report of Independent Registered Public Accounting Firm   59
Board of Trustees and Trust Officers   60
Additional Information   62
Privacy Policy   65

 

 

 

 

Fund Performance (Unaudited) (As of June 30, 2022)

 

EOPS – Emles Alpha Opportunities ETF

 

Emles Alpha Opportunities ETF (EOPS) seeks to maximize total return, with capital preservation as a secondary goal.

 

The Fund NAV returned -38.83% over the period, experiencing some economic headwinds that contributed to catalyst events not materializing and valuation compression across small and mid-cap companies in the portfolio.

 

The portfolio is a long-short, value-contrarian approach, with current positions in lower-valuation sectors such as hardlines/specialty retailers such as The Children’s Place, Inc., Signet Jewelers Limited & Kohls Corp, and industrials/cyclicals such as Thor Industries Inc., Camping World Holdings, Inc., Lazydays Holdings & Fluor Corp. The portfolio is usually constructed of securities at a significant discount to broader market multiples.

 

Top contributors to Fund performance were Ironnet Warrants and Fluor Corp with 2.19% and 1.24% position-weighted returns respectively. The Children’s Place and Lazydays Holdings led losses with -7.12% and -4.06% position-weighted returns.

 

The focus is on stocks and sectors that are out of favor or in the penalty box, to play for a reversion to the mean as earnings and valuations re-rate higher. With an overweighting to the consumer discretionary sector that has experienced significant price depreciation and price multiple compression, there is an opportunity for those names to generate upside relative to names that have less negative sentiment priced in.

 

While the Fund is generally long-biased (benchmarked to the Russell 2000 Index), EOPS has the flexibility to be short-biased in bear markets or use option overlays to hedge the portfolio. This was best demonstrated during the early days of the COVID-19 global pandemic when the strategy, in its predecessor SMA format, was net short via index puts.

 

1

 

 

Fund Performance (Unaudited) (continued) (As of June 30, 2022)

 

Hypothetical Growth of a $10,000 Investment (*)

 

 

    Average Annual
Total Return
    Expense
Ratio(a)
 
    1 Year     Total  
Emles Alpha Opportunities ETF (EOPS) - Total Return (at Net Asset Value)(b)   -38.83 %     2.06 %
Emles Alpha Opportunities ETF (EOPS) - Total Return (at Market Value)(c)   -39.16 %     N/A    
Russell 2000 Index(d)   -26.08 %     N/A    

 

* The chart represents historical performance of a hypothetical investment of $10,000 in Emles Alpha Opportunities ETF and represents the reinvestment of dividends and capital gains in the Fund.
(a) The total expense ratio reflects the expense ratio as reported in the Fund’s Prospectus dated October 28, 2021. Please see the Fund’s most recent prospectus for details. Additional information pertaining to the Fund’s expense ratio as of June 30, 2022 can be found in the Financial Highlights.
(b) Net asset value total return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all distributions, including dividends and return of capital, at net asset value during the period, if any, and redemption on the last day of the period at net asset value. This percentage is not an indication of the performance of a shareholder’s investment in the Fund based on market value due to differences between the market price of the shares and the net asset value per share of the Fund.
(c) Market value total return is calculated assuming an initial investment made at the market value at the beginning of the period, reinvestment of all distributions, including dividends and return of capital, at net asset value during the period, if any, and redemption on the last day of the period at market value. Market value is determined by the composite closing price. Composite closing security price is defined as the last reported sale price from any primary listing market (e.g., Cboe) or participating regional exchanges or markets. The composite closing price is the last reported sale price from any of the eligible sources, regardless of volume and not an average price and may have occurred on a date prior to the close of the reporting period. Market value may be greater or less than net asset value, depending on the Fund’s closing price on the listing market.
(d) The Russell 2000 Index measures the performance of 2000 small cap stocks covering a wide variety of sectors of the U.S. economy.

 

2

 

 

Fund Performance (Unaudited) (continued) (As of June 30, 2022)

 

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represent past performance and current returns may be lower or higher. The investment return and principal value will fluctuate so that an investor’s shares, when redeemed may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance information current to the most recent month-end, please call 1-833-673-2661 or visit http://www.emles.com.

 

3

 

 

Fund Performance (Unaudited) (As of June 30, 2022)

 

FEDX – Emles Federal Contractors ETF

 

The Emles Federal Contractors ETF (FEDX) seeks investment results that correspond, before fees and expenses, to the price and yield performance of the Emles Federal Contractors Index, an index designed to provide access to companies that have high revenue exposure to federal contracts with the U.S. government.

 

The Fund generated 0.57% NAV returns compared to index returns of 0.99% for the fiscal year ended June 30, 2022.This performance was in large part driven by top allocations to blue-chip aerospace & defense names which benefitted from global geo-political tensions in the first half of 2022. Cyclical exposure in some Industrial names restricted the portfolio performance over the period.

 

Top contributors to Fund performance were led by Northrop Grumman and General Dynamics Corp with 2.67% and 1.72% position-weighted returns respectively. Kratos Defense and Security and Emergent Biosolutions Inc. led losses with -2.09% and -2.00% position-weighted returns.

 

FEDX produced a comparable gross dividend yield (1.31%) compared to that of the S&P 500 (1.70%) for the fiscal year ended June 30, 2022, albeit somewhat lagging the yield of the prior financial year. Gross dividend yield is calculated as trailing 12-month dividend income per share divided by the last share price of the ETF on June 30, 2022.

 

4

 

 

Fund Performance (Unaudited) (continued) (As of June 30, 2022)

 

Hypothetical Growth of a $10,000 Investment (*)

 

 

    Average Annual
Total Return
    Expense
Ratio(a)
 
    1 Year     Total  
Emles Federal Contractors ETF (FEDX) - Total Return (at Net Asset Value)(b)   0.57 %     0.60 %
Emles Federal Contractors ETF (FEDX) - Total Return (at Market Value)(c)   0.34 %     N/A    
Emles Federal Contractors Index(d)   0.99 %     N/A    

 

* The chart represents historical performance of a hypothetical investment of $10,000 in Emles Federal Contractors ETF and represents the reinvestment of dividends and capital gains in the Fund.
(a) The total expense ratio reflects the expense ratio as reported in the Fund’s Prospectus dated October 28, 2021. Please see the Fund’s most recent prospectus for details. Additional information pertaining to the Fund’s expense ratio as of June 30, 2022 can be found in the Financial Highlights.
(b) Net asset value total return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all distributions, including dividends and return of capital, at net asset value during the period, if any, and redemption on the last day of the period at net asset value. This percentage is not an indication of the performance of a shareholder’s investment in the Fund based on market value due to differences between the market price of the shares and the net asset value per share of the Fund.
(c) Market value total return is calculated assuming an initial investment made at the market value at the beginning of the period, reinvestment of all distributions, including dividends and return of capital, at net asset value during the period, if any, and redemption on the last day of the period at market value. Market value is determined by the composite closing price. Composite closing security price is defined as the last reported sale price from any primary listing market (e.g., Cboe) or participating regional exchanges or markets. The composite closing price is the last reported sale price from any of the eligible sources, regardless of volume and not an average price and may have occurred on a date prior to the close of the reporting period. Market value may be greater or less than net asset value, depending on the Fund’s closing price on the listing market.
(d) The Emles Federal Contractors Index is designed to provide access to companies that have high revenue exposure to federal contracts with the U.S. government. that have an overall theme of federal contracts being issued by U.S government.

 

5

 

 

Fund Performance (Unaudited) (continued) (As of June 30, 2022)

 

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represent past performance and current returns may be lower or higher. The investment return and principal value will fluctuate so that an investor’s shares, when redeemed may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance information current to the most recent month-end, please call 1-833-673-2661 or visit http://www.emles.com.

 

6

 

 

Fund Performance (Unaudited) (As of June 30, 2022)

 

LUXE – Emles Luxury Goods ETF

 

The Emles Luxury Goods ETF (LUXE) seeks investment results that correspond, before fees and expenses, to the price and yield performance of the Emles Global Luxury 50 Index, an index comprised of companies that substantially focus on, and significantly benefit from, the sales and consumption of luxury goods globally.

 

The Fund returned -30.94% NAV versus index returns of -30.75% for the fiscal year ended June 30, 2022. The luxury goods space has also suffered in 2022 as part of a cyclical downturn in the consumer discretionary sector.

 

With macroeconomic influences weighing heavily on the consumer, there are two schools of thought in relation to this area; one thought is that the luxury goods space is impervious to factors such as rising rates and inflation, or at the very least, somewhat insulated. The other view is that it will be impacted heavily due to its discretionary nature.

 

Top contributors to Fund performance were led by Essilor Luxottica and Chow Tai Fook Jewellery Group with 0.23% and 0.16% position-weighted returns respectively. Zalando SE and Far Fetch LTD led losses with -1.69% and -1.41% position-weighted returns.

 

7

 

 

Fund Performance (Unaudited) (continued) (As of June 30, 2022)

 

Hypothetical Growth of a $10,000 Investment (*)

 

 

   

Average Annual
Total Return

    Expense
Ratio(a)
 
    1 Year     Total  
Emles Luxury Goods ETF (LUXE) - Total Return (at Net Asset Value)(b)   -30.94 %     0.60 %
Emles Luxury Goods ETF (LUXE) - Total Return (at Market Value)(c)   -30.97 %     N/A    
Emles Global Luxury 50 Index(d)   -30.75 %     N/A    

 

* The chart represents historical performance of a hypothetical investment of $10,000 in Emles Luxury Goods ETF and represents the reinvestment of dividends and capital gains in the Fund.
(a) The total expense ratio reflects the expense ratio as reported in the Fund’s Prospectus dated October 28, 2021. Please see the Fund’s most recent prospectus for details. Additional information pertaining to the Fund’s expense ratio as of June 30, 2022 can be found in the Financial Highlights.
(b) Net asset value total return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all distributions, including dividends and return of capital, at net asset value during the period, if any, and redemption on the last day of the period at net asset value. This percentage is not an indication of the performance of a shareholder’s investment in the Fund based on market value due to differences between the market price of the shares and the net asset value per share of the Fund.
(c) Market value total return is calculated assuming an initial investment made at the market value at the beginning of the period, reinvestment of all distributions, including dividends and return of capital, at net asset value during the period, if any, and redemption on the last day of the period at market value. Market value is determined by the composite closing price. Composite closing security price is defined as the last reported sale price from any primary listing market (e.g., Cboe) or participating regional exchanges or markets. The composite closing price is the last reported sale price from any of the eligible sources, regardless of volume and not an average price and may have occurred on a date prior to the close of the reporting period. Market value may be greater or less than net asset value, depending on the Fund’s closing price on the listing market.
(d) The Emles Global Luxury 50 Index is designed to provide exposure to companies that substantially focus on, and significantly benefit from, the sales and consumption of luxury goods globally.

 

8

 

 

Fund Performance (Unaudited) (continued) (As of June 30, 2022)

 

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represent past performance and current returns may be lower or higher. The investment return and principal value will fluctuate so that an investor’s shares, when redeemed may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance information current to the most recent month-end, please call 1-833-673-2661 or visit http://www.emles.com.

 

9

 

 

Fund Performance (Unaudited) (As of June 30, 2022)

 

AMER – Emles Made in America ETF

 

The Emles Made in America ETF (AMER) seeks investment results that correspond, before fees and expenses, to the price and yield performance of the Emles American Manufacturing Index, an index designed to provide exposure to U.S. equities, predominantly companies headquartered and focused on the production of goods within the U.S.

 

The Fund NAV returned -3.38% against index returns of -3.08% for the fiscal year ended June 30, 2022 as investors focus on the new administration and search for normalcy as the nation reopens.

 

Top contributors to AMER’s performance included Northrop Grumman and General Dynamics with 1.47% and 0.96% position-weighted returns respectively. Scotts Miracle Gro and Fortune Brands Home & Security led losses with -1.13% and -0.80% position-weighted returns since inception.

 

The portfolio has benefitted from a credible and visible push to re-establish national supply chains over international delivery mechanisms which has led to increased US manufacturing numbers. There have also been Federal spending Bills which have been focused on creating and improving national Infrastructure.

 

The geopolitical unrest also presents an opportunity for domestic-based and operating companies as consumers look to localized supply chains. Efforts by the White House, Congress, and the Federal Reserve to temper inflation may bode well for the portfolio names as progress is made towards lowering the cost of goods sold and onshoring high-capacity manufacturing.

 

10

 

 

Fund Performance (Unaudited) (continued) (As of June 30, 2022)

 

Hypothetical Growth of a $10,000 Investment (*)

 

 

    Average Annual
Total Return
    Expense
Ratio(a)
 
    1 Year     Total  
Emles Made in America ETF (AMER) - Total Return (at Net Asset Value)(b)   -3.38 %     0.49 %  
Emles Made in America ETF (AMER) - Total Return (at Market Value)(c)   -3.65 %     N/A    
Emles American Manufacturing Index(d)   -3.08 %     N/A    

 

* The chart represents historical performance of a hypothetical investment of $10,000 in Emles Made in America ETF and represents the reinvestment of dividends and capital gains in the Fund.
(a) The total expense ratio reflects the expense ratio as reported in the Fund’s Prospectus dated October 28, 2021. Please see the Fund’s most recent prospectus for details. Additional information pertaining to the Fund’s expense ratio as of June 30, 2022 can be found in the Financial Highlights.
(b) Net asset value total return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all distributions, including dividends and return of capital, at net asset value during the period, if any, and redemption on the last day of the period at net asset value. This percentage is not an indication of the performance of a shareholder’s investment in the Fund based on market value due to differences between the market price of the shares and the net asset value per share of the Fund.
(c) Market value total return is calculated assuming an initial investment made at the market value at the beginning of the period, reinvestment of all distributions, including dividends and return of capital, at net asset value during the period, if any, and redemption on the last day of the period at market value. Market value is determined by the composite closing price. Composite closing security price is defined as the last reported sale price from any primary listing market (e.g., Cboe) or participating regional exchanges or markets. The composite closing price is the last reported sale price from any of the eligible sources, regardless of volume and not an average price and may have occurred on a date prior to the close of the reporting period. Market value may be greater or less than net asset value, depending on the Fund’s closing price on the listing market.
(d) The Emles American Manufacturing Index is designed to provide exposure to U.S. dollar-denominated equities across a number of sectors in U.S. publicly traded companies (and their subsidiaries) that have an overall manufacturing theme.

 

11

 

 

Fund Performance (Unaudited) (continued) (As of June 30, 2022)

 

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represent past performance and current returns may be lower or higher. The investment return and principal value will fluctuate so that an investor’s shares, when redeemed may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance information current to the most recent month-end, please call 1-833-673-2661 or visit http://www.emles.com.

 

12

 

 

Fund Performance (Unaudited) (As of June 30, 2022)

 

REC – Emles Real Estate Credit ETF*

 

The Emles Real Estate Credit ETF (REC) seeks to track the price and yield performance, before fees and expenses, of the Solactive U.S. Real Estate Bond Index, a market value weighted index designed to measure the performance of corporate bonds issued by U.S. companies in the real estate sector.

 

The Fund NAV returned -13.21% versus index returns of -12.77% for the fiscal year ended June 30, 2022 amidst a volatile rate environment and elevated inflation that has persisted longer than expected. The Fund and its benchmark remain relatively overweight investment-grade credit, highlighting rate risk over spread risk as the sector remains relatively benign in terms of defaults.

 

Top contributions to Fund performance came from credit positions in Alexandria Real Estate Equities and Vereit Operating Partners with 0.02% and 0.02% exposure-weighted returns respectively. Issues from Alexandria Real Estate Equities and American Tower Corp led losses with exposure-weighted returns of -0.67% and -0.32%.

 

The Fund is heavily influenced by both real estate performance and interest rate movements, and credit spreads have widened from less than 100 basis points to 150 basis points or more in the period.

 

* The Emles Real Estate Credit ETF is not sponsored, promoted, sold or supported in any other manner by Solactive AG nor does Solactive AG offer any express or implicit guarantee or assurance either with regard to the results of using the Solactive U.S.Real Estate Bond Index (the “Solactive Index”) and/or Solactive Index trade mark or the Solactive Index Price at any time or in any other respect.The Solactive Index is calculated and published by Solactive AG. Solactive AG uses its best efforts to ensure that the Solactive Index is calculated correctly.Irrespective of its obligations towards Emles Real Estate Credit ETF and the Trust, Solactive AG has no obligation to point out errors in the Solactive Index to third parties including but not limited to investors and/or financial intermediaries of the financial instrument. Neither publication of the Solactive Index by Solactive AG nor the licensing of the Solactive Index or Solactive Index trade mark for the purpose of use in connection with the financial instrument constitutes a recommendation by Solactive AG to invest capital in said financial instrument nor does it in any way represent an assurance or opinion of Solactive AG with regard to any investment in the Emles Real Estate Credit ETF.

 

13

 

 

Fund Performance (Unaudited) (continued) (As of June 30, 2022)

 

Hypothetical Growth of a $10,000 Investment (*)

 

 

   

Average Annual
Total Return

    Expense
Ratio(a)
 
    1 Year     Total  
Emles Real Estate Credit ETF (REC) - Total Return (at Net Asset Value)(b)   -13.21 %     0.48 %
Emles Real Estate Credit ETF (REC) - Total Return (at Market Value)(c)   -13.14 %     N/A    
Solactive U.S. Real Estate Bond Index(d)   -12.77 %     N/A    

 

* The chart represents historical performance of a hypothetical investment of $10,000 in Emles Real Estate Credit ETF and represents the reinvestment of dividends and capital gains in the Fund.
(a) The total expense ratio reflects the expense ratio as reported in the Fund’s Prospectus dated October 28, 2021. Please see the Fund’s most recent prospectus for details. Additional information pertaining to the Fund’s expense ratio as of June 30, 2022 can be found in the Financial Highlights.
(b) Net asset value total return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all distributions, including dividends and return of capital, at net asset value during the period, if any, and redemption on the last day of the period at net asset value. This percentage is not an indication of the performance of a shareholder’s investment in the Fund based on market value due to differences between the market price of the shares and the net asset value per share of the Fund.
(c) Market value total return is calculated assuming an initial investment made at the market value at the beginning of the period, reinvestment of all distributions, including dividends and return of capital, at net asset value during the period, if any, and redemption on the last day of the period at market value. Market value is determined by the composite closing price. Composite closing security price is defined as the last reported sale price from any primary listing market (e.g., Cboe) or participating regional exchanges or markets. The composite closing price is the last reported sale price from any of the eligible sources, regardless of volume and not an average price and may have occurred on a date prior to the close of the reporting period. Market value may be greater or less than net asset value, depending on the Fund’s closing price on the listing market.
(d) The Solactive U.S. Real Estate Bond Index is designed to measure the performance of corporate bonds issued by U.S. Companies in the real estate sector.

 

14

 

 

Fund Performance (Unaudited) (continued) (As of June 30, 2022)

 

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represent past performance and current returns may be lower or higher. The investment return and principal value will fluctuate so that an investor’s shares, when redeemed may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance information current to the most recent month-end, please call 1-833-673-2661 or visit http://www.emles.com.

 

15

 

 

Fund Performance (Unaudited) (As of June 30, 2022)

 

LIV – Emles @Home ETF

 

The Emles @Home ETF (LIV) seeks investment results that correspond, before fees and expenses, to the price and yield performance of the Emles Home Lifestyle Index, an index comprised of companies that substantially focus on, and could benefit from, the trend of increased and diverse home activities.

 

The Fund NAV returned -37.24% versus -36.71% index returns for the fiscal year ended June 30, 2022. Many of the portfolio names are growth focused and pre-profit making but with smaller market capitalizations which means they are more susceptible to the risk of rising interest rates, recession fears and ultimately price earnings corrections experienced across the growth sector.

 

Top contributors to Fund performance were led by Sanderson Farms and Hewlett Packard Enterprise with 0.45% and 0.25% position-weighted returns respectively. PayPal Holdings and Peloton Interactive led losses with -2.59% and -2.19% position-weighted returns.

 

Comprised largely of growth names, the Fund seeks to identify those companies whose future value from brand offerings represent an increasing diversification of impacts to our lives at home.

 

The names in the Fund are leveraged to the theme of being/staying/living at home and once the country started to re-open from the Covid-19 pandemic, it became clear that consumer sentiment has shifted away from those names to those that are more closely linked to moving and being physically outside of the homeplace. While the theme of home-based activities is an enduring one, it is clear how both social trends plus the macroeconomic environment can influence the performance of companies levered to the theme.

 

16

 

 

Fund Performance (Unaudited) (continued) (As of June 30, 2022)

 

Hypothetical Growth of a $10,000 Investment (*)

 

 

   

Average Annual
Total Return

    Expense
Ratio(a)
 
    1 Year     Total  
Emles @Home ETF (LIV) - Total Return (at Net Asset Value)(b)   -37.24 %     0.49 %
Emles @Home ETF (LIV) - Total Return (at Market Value)(c)   -37.33 %     N/A    
Emles Home Lifestyle Index(d)   -36.71 %     N/A    

 

* The chart represents historical performance of a hypothetical investment of $10,000 in Emles @Home ETF and represents the reinvestment of dividends and capital gains in the Fund.
(a) The total expense ratio reflects the expense ratio as reported in the Fund’s Prospectus dated October 28, 2021. Please see the Fund’s most recent prospectus for details. Additional information pertaining to the Fund’s expense ratio as of June 30, 2022 can be found in the Financial Highlights.
(b) Net asset value total return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all distributions, including dividends and return of capital, at net asset value during the period, if any, and redemption on the last day of the period at net asset value. This percentage is not an indication of the performance of a shareholder’s investment in the Fund based on market value due to differences between the market price of the shares and the net asset value per share of the Fund.
(c) Market value total return is calculated assuming an initial investment made at the market value at the beginning of the period, reinvestment of all distributions, including dividends and return of capital, at net asset value during the period, if any, and redemption on the last day of the period at market value. Market value is determined by the composite closing price. Composite closing security price is defined as the last reported sale price from any primary listing market (e.g., Cboe) or participating regional exchanges or markets. The composite closing price is the last reported sale price from any of the eligible sources, regardless of volume and not an average price and may have occurred on a date prior to the close of the reporting period. Market value may be greater or less than net asset value, depending on the Fund’s closing price on the listing market.
(d) The Emles Home Lifestyle Index is designed to provide exposure to U.S. dollar-denominated equities across a number of sectors in U.S. publicly traded companies(and their subsidiaries) that have an overall home-related theme.

 

17

 

 

Fund Performance (Unaudited) (continued) (As of June 30, 2022)

 

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represent past performance and current returns may be lower or higher. The investment return and principal value will fluctuate so that an investor’s shares, when redeemed may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance information current to the most recent month-end, please call 1-833-673-2661 or visit http://www.emles.com.

 

18

 

 

Expense Examples (Unaudited) June 30, 2022

 

As a Fund shareholder, you may incur two types of costs: (1) transaction costs, including commissions on trading, as applicable, and (2) ongoing costs, including advisory fees and other Fund expenses. These examples are 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 funds.

 

The examples below are based on an investment of $1,000 invested at the beginning of the period and held for the entire period ending June 30, 2022.

 

Actual Expenses

 

The table below provides information about actual account values and actual expenses. You may use the information below, 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 table under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

 

Hypothetical Example for Comparison Purposes

 

The table below provides information about hypothetical account values and hypothetical expenses based on each Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not each 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 this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of 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, such as commissions on trading. Further, the expenses do not include any brokerage commissions on investors’ purchases or redemptions of Fund shares as described in each Fund’s prospectus. Therefore, the 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 would have been higher.

 

          Beginning
Account Value
01/01/2022
    Ending
Account Value
06/30/2022
    Expenses Paid
During Period
    Annualized
Expense Ratio
During Period
 
Emles Alpha Opportunities ETF     Actual     $ 1,000.00     $ 627.70     $ 8.31 (a)      2.06 %
      Hypothetical       1,000.00       1,014.58       10.29 (b)      2.06  
Emles Federal Contractors ETF     Actual       1,000.00       1,042.50       3.04 (a)      0.60  
      Hypothetical       1,000.00       1,021.82       3.01 (b)      0.60  
Emles Luxury Goods ETF     Actual       1,000.00       700.60       2.53 (a)      0.60  
      Hypothetical       1,000.00       1,021.82       3.01 (b)      0.60  
Emles Made in America ETF     Actual       1,000.00       902.30       2.31 (a)      0.49  
      Hypothetical       1,000.00       1,022.36       2.46 (b)      0.49  
Emles Real Estate Credit ETF     Actual       1,000.00       871.20       2.23 (a)      0.48  
      Hypothetical       1,000.00       1,022.41       2.41 (b)      0.48  
Emles @Home ETF     Actual       1,000.00       651.20       2.01 (a)      0.49  
      Hypothetical       1,000.00       1,022.36       2.46 (b)      0.49  

 

19

 

 

Expense Examples (Unaudited) (continued) June 30, 2022

 

(a) Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by 181/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).

 

(b) Expenses are equal to the Fund’s annualized expense ratio multiplied by the average hypothetical account value over the period, multiplied by 181/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).

 

20

 

 

Schedule of Investments June 30, 2022
   
Emles Alpha Opportunities ETF  

 

Schedule of Investments Summary Table

 

Holdings by Sector   Percentage of
Investments (%)
 
Consumer Discretionary     83.1  
Communication Services     9.2  
Information Technology     7.5  
Financials     1.9  
Consumer Staples     1.5  
Real Estate     0.3  
Materials     (3.9 )
Industrials     (4.0 )
Mutual Fund     4.4  
Total     100.0  

 

Country   Percentage of
Investments (%)
 
United States     95.6  
China     3.5  
Cayman Islands     0.9  
Total     100.0  

 

Portfolio holdings and allocations are subject to change. As of June 30, 2022, percentages in the table above are based on total investments. Such total investments may differ from the percentages set forth in the following Schedule of Investments which are computed using the Fund’s total net assets.

 

Shares     Security Description   Value ($)  
Common Stocks (96.6%)  
   
Communication Services (7.3%)        
  12,759     Altice USA, Inc., Class A(a)     118,021  
  195,285     Lions Gate Entertainment Corp., Class A(a)     1,818,103  
  91,990     Lions Gate Entertainment Corp., Class B(a)     812,272  
              2,748,396  
Consumer Discretionary (72.2%)  
  9,310     Alibaba Group Holding, Ltd. ADR(a)     1,058,361  
  7,977     Big Lots Inc.(b)     167,278  
  9,055     Bloomin’ Brands, Inc.     150,494  
  4,866     Brinker International, Inc.(a)(b)     107,198  
  3,622     Caesars Entertainment, Inc.(a)     138,723  
  117,926     Camping World Holdings, Inc., Class A(b)(c)     2,546,022  
  6,337     Cheesecake Factory, Inc. (The)     167,424  
  82,366     Children’s Place, Inc. (The)(a)(c)     3,205,684  
  3,037     Darden Restaurants, Inc.     343,545  
  3,937     Dave & Buster’s Entertainment, Inc.(a)     129,055  
  17,885     Dine Brands Global, Inc.(b)(c)     1,163,956  
  18,107     Ethan Allen Interiors, Inc.(b)     365,942  
  43,698     Gap, Inc. (The)(b)     360,072  
  1,981     Hibbett, Inc.     86,590  
Shares     Security Description   Value ($)  
Common Stocks (continued)  
   
Consumer Discretionary (continued)  
  94,948     Kohl’s Corp.(c)     3,388,694  
  267,993     Lazydays Holdings, Inc.(c)     3,156,958  
  2,715     Lennar Corp., Class A     191,598  
  20,715     Macy’s, Inc.     379,499  
  904     Marriott International, Inc., Class A     122,953  
  14,734     MGM Resorts International     426,549  
  2,263     Mohawk Industries, Inc.(a)     280,816  
  14,626     Newell Brands, Inc.(c)     278,479  
  9,055     Nordstrom, Inc.     191,332  
  24,273     Party City Holdco, Inc.(a)(b)     32,040  
  111,639     Purple Innovation, Inc.(a)     341,615  
  14,410     Red Robin Gourmet Burgers, Inc.(a)     115,712  
  7,244     Red Rock Resorts, Inc., Class A(b)     241,660  
  3,426     RH(a)(b)(c)     727,203  
  79,755     Signet Jewelers, Ltd.(b)(c)     4,263,701  
  25,692     Thor Industries, Inc.(b)(c)     1,919,963  
  18,150     Winnebago Industries, Inc.(b)     881,364  
  1,811     Wynn Resorts, Ltd.(a)(b)     103,191  
              27,033,671  
Consumer Staples (1.2%)  
  11,518     Chefs’ Warehouse, Inc. (The)(a)(b)     447,935  

 

See accompanying notes to financial statements

 

21

 

 

Schedule of Investments (Continued) June 30, 2022
   
Emles Alpha Opportunities ETF  

 

Shares     Security Description   Value ($)  
Common Stocks (continued)  
   
Financials (1.7%)  
  24,404     Invesco, Ltd.     393,637  
  12,120     OppFi, Inc.(a)(b)     39,875  
  5,390     Wells Fargo & Co.     211,126  
              644,638  
Industrials (7.7%)  
  4,547     AAR Corp.(a)     190,246  
  48,987     Fluor Corp.(a)(b)(c)     1,192,344  
  3,349     HEICO Corp., Class A     352,918  
  3,120     Science Applications International Corp.     290,472  
  19,741     Spirit AeroSystems Holdings, Inc., Class A(c)     578,411  
  182     TransDigm Group, Inc.(a)     97,674  
  14,425     Triumph Group, Inc.(a)     191,708  
              2,893,773  
Information Technology (6.3%)  
  162,211     LGL Group, Inc. (The)(a)     2,105,499  
  11,770     Xerox Holdings Corp.(b)     174,785  
  793     Zoom Video Communications, Inc.(a)     85,620  
              2,365,904  
Real Estate (0.2%)  
  1,167     Howard Hughes Corp. (The)(a)     79,414  
Total Common Stocks (Cost $34,054,887)     36,213,731  
                 
Short-Term Investment (2.7%)  
  926,535     Dreyfus Government Cash Management Institutional Shares 1.45%(d)     926,535  
Total Short-Term Investment (Cost $926,535)     926,535  
                 
Purchased Options (1.8%)  
Total Purchased Options (Cost $1,319,176)     685,240  
                 
Warrants (1.4%)  
  225,932     Lazydays Holdings, Inc. Exp 03/15/23     293,711  
  209,778     LGL Group, Inc. (The) Exp 11/17/25     101,270  
  426,520     OppFi, Inc. Exp 08/31/27     138,065  
  64,200     PMV Consumer Acquisition Corp. Exp 08/31/27     7,062  
Total Warrant (Cost $1,644,313)     540,108  
                 
Total Investments (Cost $37,944,911) — 102.5%     38,365,614  
Other assets in excess of liabilities — 2.5%     (864,770 )
Net Assets — 100.0%   $ 37,500,844  
(a) Non-income producing
(b) This security or a partial position of this security was on loan as of June 30, 2022. The total value of securities on loan as of June 30, 2022 was $3,797,652 and represents 10.1% of the Fund’s net assets.
(c) All or a portion of this security has been segregated as collateral for derivative instruments totaling $15,832,360 and represents 42.0% of the Fund’s net assets.
(d) The rate represents the annualized 7-day yield that was in effect on June 30, 2022.
ADR American Depositary Receipt
ETF Exchange Traded Fund
SPDR Standard & Poor’s Depository Receipts

 

See accompanying notes to financial statements

 

22

 

 

Schedule of Investments (Continued) June 30, 2022
   
Emles Alpha Opportunities ETF  

 

Shares     Security Description   Value ($)  
Securities Sold Short ((22.7)%)  
   
Exchange Traded-Fund ((1.1)%)  
  (6,900 )   SPDR S&P Retail ETF     (401,304 )
                 
Consumer Discretionary ((6.6)%)  
  (3,095 )   Tesla, Inc.(a)     (2,084,235 )
  (500 )   Ulta Beauty, Inc.(a)     (192,740 )
  (4,400 )   Wayfair, Inc., Class A(a)     (191,664 )
              (2,468,639 )
Financials ((0.5)%)  
  (4,300 )   Coinbase Global, Inc., Class A(a)     (202,186 )
                 
Industrials ((10.9)%)  
  (2,300)     Deere & Co.     (688,781 )
  (1,000 )   L3Harris Technologies, Inc.     (241,700 )
  (2,700 )   Lockheed Martin Corp.     (1,160,892 )
  (900 )   Norfolk Southern Corp.     (204,561 )
  (1,600 )   581Northrop Grumman Corp.     (765,712 )
  (800 )   Parker-Hannifin Corp.     (196,840 )
  (2,450 )   Raytheon Technologies Corp.     (235,470 )
  (9,900 )   Textron, Inc.     (604,593 )
              (4,098,549 )
Information Technology ((0.6)%)  
  (3,850 )   Fortinet, Inc.(a)     (217,833 )
                 
Materials ((3.1)%)  
  (4,450 )   CF Industries Holdings, Inc.     (381,498 )
  (16,400 )   Mosaic Co. (The)     (774,572 )
              (1,156,070 )
Total Securities Sold Short (Proceeds $(9,838,458))     (8,544,581 )

 

Written Options

Exchange-traded options

 

Description   Put/Call     Number of
Contracts
    Notional
Amount ($)*
    Strike
Price ($)
    Expiration
Date
    Value ($)  
Kohl’s Corp.     Call       (24 )     (132,000 )     55.00       7/15/22       (192 )
Total (Premiums Received $1,801)                     (132,000 )                     (192 )

 

Purchased Options

 

Description   Put/Call     Number of
Contracts
    Notional
Amount ($)*
    Strike
Price ($)
    Expiration
Date
    Value ($)  
Alibaba Group Holding     Call       200       3,000,000       150.00       1/20/23       169,200  
Alibaba Group Holding-SP ADR     Call       100       1,000,000       100.00       1/20/23       270,000  
Dick’s Sporting Goods Inc.     Call       100       1,000,000       100.00       1/20/23       43,000  
Kohl’s Corp.     Call       400       1,300,000       32.50       7/15/22       198,000  
Kohl’s Corp.     Call       24       96,000       40.00       7/15/22       5,040  
Total (Cost $1,319,176)                     6,396,000                       685,240  

 

(a) Non-income producing
* Notional Amount is expressed as the number of contracts multiplied by the contract size, multiplied by strike price of the underlying asset.

 

See accompanying notes to financial statements

 

23

 

 

Schedule of Investments June 30, 2022
   
Emles Federal Contractors ETF  

 

Schedule of Investments Summary Table

 

Holdings by Sector   Percentage of
Investments (%)
 
Industrials     68.1  
Information Technology     24.9  
Health Care     4.9  
Real Estate     2.1  
Total     100.0  

 

Portfolio holdings and allocations are subject to change. As of June 30, 2022, percentages in the table above are based on total investments. Such total investments may differ from the percentages set forth in the following Schedule of Investments which are computed using the Fund’s total net assets.

 

Shares     Security Description   Value ($)  
Common Stocks (99.7%)
 
Health Care (4.9%)  
  2,276     Emergent BioSolutions, Inc.(a)     70,647  
  875     Quidelortho Corp.(a)     85,032  
              155,679  
Industrials (67.9%)  
  1,332     Ameresco, Inc.(a)     60,686  
  2,859     Fluor Corp.(a)     69,588  
  1,279     General Dynamics Corp.     282,979  
  512     Huntington Ingalls Industries, Inc.     111,524  
  732     ICF International, Inc.     69,540  
  1,160     Jacobs Engineering Group, Inc.     147,471  
  4,889     Kratos Defense & Security Solutions, Inc.(a)     67,859  
  1,206     L3Harris Technologies, Inc.     291,490  
  671     Lockheed Martin Corp.     288,503  
  627     Northrop Grumman Corp.     300,063  
  2,090     Parsons Corp.(a)     84,478  
  2,980     Raytheon Technologies Corp.     286,408  
  784     Tetra Tech, Inc.     107,055  
              2,167,644  
Shares     Security Description   Value ($)  
Common Stocks (continued)  
   
Information Technology (24.8%)  
  1,471     Booz Allen Hamilton Holding Corp.     132,920  
  352     CACI International, Inc.(a)     99,186  
  2,014     KBR, Inc.     97,457  
  1,411     Leidos Holdings, Inc.     142,102  
  1,374     Maximus, Inc.     85,889  
  967     Science Applications International Corp.     90,028  
  389     Teledyne Technologies, Inc.(a)     145,918  
              793,500  
Real Estate (2.1%)  
  9,963     GEO Group, Inc. (The)(a)     65,756   
Total Common Stocks (Cost $3,276,873)     3,182,579  
                 
Total Investments (Cost $3,276,873) — 99.7%     3,182,579  
Other assets in excess of liabilities — 0.3%     10,391  
Net Assets — 100.0%   $ 3,192,970  

 

(a) Non-income producing

 

See accompanying notes to financial statements

 

24

 

 

Schedule of Investments June 30, 2022
   
Emles Luxury Goods ETF  

 

Schedule of Investments Summary Table

 

Holdings by Sector   Percentage of
Investments (%)
 
Consumer Discretionary     70.5  
Consumer Staples     21.3  
Information Technology     8.2  
Total     100.0  

 

Country   Percentage of
Investments (%)
 
United States     28.6  
France     27.3  
Germany     11.2  
Italy     10.7  
United Kingdom     6.4  
Japan     5.8  
Switzerland     3.3  
Canada     2.6  
China     1.7  
Hong Kong     1.5  
Brazil     0.9  
Total     100.0  

 

Portfolio holdings and allocations are subject to change. As of June 30, 2022, percentages in the tables above are based on total investments. Such total investments may differ from the percentages set forth in the following Schedule of Investments which are computed using the Fund’s total net assets.

 

Shares     Security Description   Value ($)  
Common Stocks (99.6%)
 
Consumer Discretionary (70.2%)  
  550     Adidas AG     97,036  
  1,399     Bayerische Motoren Werke AG     107,441  
  1,329     Brunello Cucinelli SpA     59,716  
  3,357     Burberry Group PLC     66,902  
  2,964     Canada Goose Holdings, Inc.(a)     53,354  
  1,371     Capri Holdings, Ltd.(a)     56,225  
  46,437     Chow Tai Fook Jewellery Group, Ltd.     87,347  
  321     Christian Dior SE     189,943  
  1,176     Cie Financiere Richemont SA     124,866  
  2,131     Daimler AG     123,022  
  6,309     Ermenegildo Zegna Holditalia SpA(a)     66,560  
  942     EssilorLuxottica SA     140,729  
  2,245     Fast Retailing Co., Ltd. ADR     117,099  
  563     Ferrari NV     103,120  
  183     Hermes International     204,135  
  1,188     HUGO BOSS AG     62,547  
Shares     Security Description   Value ($)  
Common Stocks (continued)  
   
Consumer Discretionary (continued)  
  260     Kering SA     133,217  
  10,561     Li Ning Co., Ltd.     97,845  
  351     Lululemon Athletica, Inc.(a)     95,686  
  719     LVMH Moet Hennessy Louis Vuitton SE     437,250  
  1,639     Moncler SpA     70,133  
  5,163     MYT Netherlands Parent BV ADR(a)     51,010  
  2,058     NIKE, Inc.     210,328  
  945     Porsche Automobil Holding SE     62,359  
  13,414     Prada SpA     75,130  
  640     Ralph Lauren Corp.(b)     57,376  
  1,961     Revolve Group, Inc.(a)     50,810  
  236     RH(a)(b)     50,093  
  3,742     Salvatore Ferragamo SpA     57,507  
  1,744     Sanlorenzo SpA Ameglia     58,527  
  276     Swatch Group AG (The)     65,299  
  2,080     Tapestry, Inc.     63,482  

 

See accompanying notes to financial statements

 

25

 

 

Schedule of Investments (Continued) June 30, 2022
   
Emles Luxury Goods ETF  

 

Shares     Security Description   Value ($)  
Common Stocks (continued)
 
Consumer Discretionary (continued)  
  688     Tesla, Inc.(a)     463,313  
  1,749     Tod’s SpA(a)     54,269  
  607     Volkswagen AG     80,859  
  5,743     Watches of Switzerland Group PLC(a)(c)     53,634  
  568     Williams-Sonoma, Inc.     63,020  
  2,177     Zalando SE(a)(c)     56,807  
              4,067,996  
Consumer Staples (21.2%)  
  1,248     Brown-Forman Corp.     87,560  
  7,236     Davide Campari-Milano NV     75,913  
  4,497     Diageo PLC     192,814  
  510     Estee Lauder Cos. (The)     129,882  
  10,396     Kao Corp. ADR     83,272  
  3,378     Kose Corp. ADR     61,209  
  838     L’Oreal SA     288,494  
  19,651     Natura & Co. Holding SA     50,429  
  645     Pernod Ricard SA     118,207  
  395     Remy Cointreau SA     68,839  
  1,823     Shiseido Co., Ltd. ADR     73,284  
              1,229,903  
Information Technology (8.2%)  
  3,469     Apple, Inc.     474,282  
Total Common Stocks (Cost $7,349,249)     5,772,181  
                 
Total Investments (Cost $7,349,249) — 99.6%     5,772,181  
Other assets in excess of liabilities — 0.4%     22,249  
Net Assets — 100.0%   $ 5,794,430  
(a) Non-income producing
(b) This security or a partial position of this security was on loan as of June 30, 2022. The total value of securities on loan as of June 30, 2022 was $106,809 and represents 1.8% of the Fund’s net assets.
(c) Rule 144A, Section 4(2), or other security which is restricted as to resale to institutional investors. The Fund’s Advisor has deemed this security to be liquid based upon procedures approved by the Board of Trustees. The aggregate value of these securities at June 30, 2022 was $110,441 and represents 1.9% of the Fund’s net assets.
ADR American Depositary Receipt
PLC Public Limited Company
SA Special Assessment

 

See accompanying notes to financial statements

 

26

 

 

Schedule of Investments June 30, 2022
   
Emles Made in America ETF  

 

Schedule of Investments Summary Table

 

Holdings by Sector   Percentage of
Investments (%)
 
Consumer Staples     41.6  
Industrials     27.5  
Materials     24.6  
Consumer Discretionary     3.9  
Health Care     2.4  
Total     100.0  

 

Portfolio holdings and allocations are subject to change. As of June 30, 2022, percentages in the table above are based on total investments. Such total investments may differ from the percentages set forth in the following Schedule of Investments which are computed using the Fund’s total net assets.

 

Shares     Security Description   Value ($)  
Common Stocks (99.8%)
 
Consumer Discretionary (3.9%)  
  248     LCI Industries     27,746  
  456     Polaris, Inc.(a)     45,272  
  548     Skyline Champion Corp.(b)     25,986  
  466     Sleep Number Corp.(b)     14,423  
  685     Vista Outdoor, Inc.(b)     19,111  
  436     Winnebago Industries, Inc.     21,172  
              153,710  
Consumer Staples (41.4%)  
  4,319     Altria Group, Inc.     180,405  
  1,267     BellRing Brands, Inc.(b)     31,536  
  100     Boston Beer Co., Inc. (The), Class A(b)     30,297  
  1,980     Campbell Soup Co.     95,139  
  351     Central Garden & Pet Co.(b)     14,889  
  1,558     Church & Dwight Co., Inc.     144,364  
  3,114     Conagra Brands, Inc.     106,623  
  1,799     Flowers Foods, Inc.     47,350  
  879     Hershey Co. (The)     189,126  
  3,526     Hormel Foods Corp.     166,991  
  693     J M Smucker Co. (The)     88,711  
  5,885     Keurig Dr Pepper, Inc.     208,270  
  262     Lancaster Colony Corp.     33,740  
  514     Post Holdings, Inc.(b)     42,328  
  1,682     Reynolds Consumer Products, Inc.     45,868  
  242     Seneca Foods Corp.(b)     13,441  
  665     TreeHouse Foods, Inc.(b)     27,810  
  1,859     Tyson Foods, Inc.     159,986  
  1,952     Vector Group, Ltd.     20,496  
              1,647,370  
Shares     Security Description   Value ($)  
Common Stocks (continued)  
   
Health Care (2.4%)  
  708     Emergent BioSolutions, Inc.(b)     21,977  
  316     United Therapeutics Corp.(b)     74,462  
              96,439  
Industrials (27.5%)  
  523     Advanced Drainage Systems, Inc.     47,107  
  315     American Woodmark Corp.(b)     14,178  
  418     Apogee Enterprises, Inc.     16,394  
  496     Arcosa, Inc.     23,029  
  362     Atkore, Inc.(b)     30,050  
  716     BWX Technologies, Inc.     39,444  
  197     Encore Wire Corp.     20,472  
  940     Fortune Brands Home & Security, Inc.     56,287  
  926     General Dynamics Corp.     204,877  
  559     HNI Corp.     19,392  
  352     Hubbell, Inc.     62,860  
  278     Huntington Ingalls Industries, Inc.     60,554  
  267     Lennox International, Inc.     55,160  
  519     Mueller Industries, Inc.     27,658  
  454     Northrop Grumman Corp.     217,271  
  500     Oshkosh Corp.     41,070  
  1,516     REV Group, Inc.     16,479  
  354     Simpson Manufacturing Co., Inc.     35,616  
  473     SPX Corp.(b)     24,993  
  740     Steel Partners Holdings, LP     31,061  
  497     UFP Industries, Inc.     33,866  
  1,010     Wabash National Corp.     13,716  
              1,091,534  

 

See accompanying notes to financial statements

 

27

 

 

Schedule of Investments (Continued) June 30, 2022
   
Emles Made in America ETF  

 

Shares     Security Description   Value ($)  
Common Stocks (continued)
 
Materials (24.6%)
  449     Clearwater Paper Corp.(b)     15,100  
  3,893     Cleveland-Cliffs, Inc.(b)     59,835  
  313     Eagle Materials, Inc.     34,411  
  681     Louisiana-Pacific Corp.     35,691  
  392     Martin Marietta Materials, Inc.     117,302  
  1,700     Nucor Corp.     177,497  
  450     Olympic Steel, Inc.     11,588  
  613     Packaging Corp. of America     84,288  
  427     Reliance Steel & Aluminum Co.     72,530  
  453     Scotts Miracle-Gro Co. (The)     35,782  
  1,393     Steel Dynamics, Inc.     92,147  
  1,123     Summit Materials, Inc.(b)     26,155  
  835     Vulcan Materials Co.     118,653  
  1,767     WestRock Co.     70,397  
  575     Worthington Industries, Inc.     25,358  
              976,734  
Total Common Stocks (Cost $3,777,430)     3,965,787  
                 
Total Investments (Cost $3,777,430) — 99.8%     3,965,787  
Other assets in excess of liabilities — 0.2%     7,788  
Net Assets — 100.0%   $ 3,973,575  
(a) This security or a partial position of this security was on loan as of June 30, 2022. The total value of securities on loan as of June 30, 2022 was $45,172 and represents 1.1% of the Fund’s net assets.
(b) Non-income producing
LP Limited Partnership

 

See accompanying notes to financial statements

 

28

 

 

Schedule of Investments June 30, 2022
   
Emles Real Estate Credit ETF  

 

Schedule of Investments Summary Table

 

Holdings by Sector   Percentage of
Investments (%)
 
Real Estate     89.6  
Consumer Discretionary     6.6  
Industrials     2.0  
Financials     1.1  
Communication Services     0.7  
Total     100.0  

 

Portfolio holdings and allocations are subject to change. As of June 30, 2022, percentages in the table above are based on total investments. Such total investments may differ from the percentages set forth in the following Schedule of Investments which are computed using the Fund’s total net assets.

 

Principal
Amount ($)
    Security Description   Value ($)  
Corporate Bonds (97.3%)
 
Communication Services (0.6%)  
  31,000     Lamar Media Corp., 3.75%, 2/15/28, Callable 2/15/23 @ 102     27,221  
                 
Consumer Discretionary (6.4%)  
  30,000     D.R. Horton, Inc., 1.40%, 10/15/27, Callable 8/15/27 @ 100     25,213  
  40,000     Lennar Corp., 4.75%, 11/29/27, Callable 5/29/27 @ 100     38,895  
  40,000     MDC Holdings, Inc., 6.00%, 1/15/43, Callable 10/15/42 @ 100     32,917  
  66,000     NVR, Inc., 3.00%, 5/15/30, Callable 11/15/29 @ 100     56,998  
  22,000     PulteGroup, Inc., 5.00%, 1/15/27, Callable 10/15/26 @ 100     22,025  
  58,000     Taylor Morrison Communities, Inc., 5.13%, 8/1/30, Callable 2/1/30 @ 100(a)     48,168  
  58,000     Toll Brothers Finance Corp., 3.80%, 11/1/29, Callable 8/1/29 @ 100     49,292  
              273,508  
Financials (1.1%)  
  49,000     Park Intermediate Holdings LLC / PK Domestic Property LLC / PK Finance Co-Issuer, 5.88%, 10/1/28, Callable 10/1/23 @ 103(a)     44,722  
                 
Industrials (2.0%)  
  87,000     CoreCivic, Inc., 8.25%, 4/15/26, Callable 4/15/24 @ 104     84,869  
                 
Real Estate (87.2%)  
  119,000     Alexandria Real Estate Equities, Inc., 3.00%, 5/18/51, Callable 11/18/50 @ 100     80,494  
Principal
Amount ($)
    Security Description   Value ($)  
Corporate Bonds (continued)
 
Real Estate (continued)  
  62,000     Alexandria Real Estate Equities, Inc., 3.45%, 4/30/25, Callable 2/28/25 @ 100     61,076  
  47,000     Alexandria Real Estate Equities, Inc., 4.90%, 12/15/30, Callable 9/15/30 @ 100     46,760  
  50,000     American Tower Corp., 1.45%, 9/15/26, Callable 8/15/26 @ 100     43,790  
  53,000     American Tower Corp., 1.88%, 10/15/30, Callable 7/15/30 @ 100     41,337  
  49,000     American Tower Corp., 2.10%, 6/15/30, Callable 3/15/30 @ 100     39,340  
  118,000     American Tower Corp., 3.38%, 10/15/26, Callable 7/15/26 @ 100     111,713  
  100,000     American Tower Corp., 3.80%, 8/15/29, Callable 5/15/29 @ 100     92,006  
  47,000     AvalonBay Communities, Inc., 2.30%, 3/1/30, Callable
12/1/29 @ 100
    40,514  
  29,000     AvalonBay Communities, Inc., 3.20%, 1/15/28, Callable 10/15/27 @ 100, MTN     27,355  
  47,000     Boston Properties, LP, 2.90%, 3/15/30, Callable 12/15/29 @ 100     40,052  
  76,000     Boston Properties, LP, 3.25%, 1/30/31, Callable 10/30/30 @ 100     65,352  
  63,000     Boston Properties, LP, 4.50%, 12/1/28, Callable 9/1/28 @ 100     61,364  
  47,000     Brixmor Operating Partnership, LP, 3.85%, 2/1/25, Callable 11/1/24 @ 100     46,287  
  25,000     Brixmor Operating Partnership, LP, 3.90%, 3/15/27, Callable 12/15/26 @ 100     23,947  
  49,000     Brixmor Operating Partnership, LP, 4.13%, 5/15/29, Callable 2/15/29 @ 100     45,741  

 

See accompanying notes to financial statements

 

29

 

 

Schedule of Investments (Continued) June 30, 2022
   
Emles Real Estate Credit ETF  

 

Principal
Amount ($)
    Security Description   Value ($)  
Corporate Bonds (continued)
 
Real Estate (continued)  
  49,000     Camden Property Trust, 2.80%, 5/15/30, Callable 2/15/30 @ 100     43,358  
  55,000     CBRE Services, Inc., 2.50%, 4/1/31, Callable 1/1/31 @ 100     44,853  
  50,000     Crown Castle International Corp., 1.05%, 7/15/26, Callable 6/15/26 @ 100     43,317  
  91,000     Crown Castle International Corp., 2.10%, 4/1/31, Callable 1/1/31 @ 100     72,602  
  49,000     Crown Castle International Corp., 3.30%, 7/1/30, Callable 4/1/30 @ 100     43,329  
  58,000     Crown Castle International Corp., 4.30%, 2/15/29, Callable 11/15/28 @ 100     55,798  
  30,000     CTR Partnership, LP, 3.88%, 6/30/28, Callable 3/30/28 @ 100(a)     25,200  
  58,000     Digital Realty Trust, LP, 3.60%, 7/1/29, Callable 4/1/29 @ 100     52,529  
  25,000     Duke Realty, LP, 2.88%, 11/15/29, Callable 8/15/29 @ 100     22,516  
  35,000     EPR Properties, 3.75%, 8/15/29, Callable 5/15/29 @ 100     29,192  
  29,000     EPR Properties, 4.50%, 6/1/27, Callable 3/1/27 @ 100     26,287  
  35,000     Equinix, Inc., 1.25%, 7/15/25, Callable 6/15/25 @ 100     31,826  
  93,000     Equinix, Inc., 1.45%, 5/15/26, Callable 4/15/26 @ 100     82,653  
  30,000     Equinix, Inc., 1.80%, 7/15/27, Callable 5/15/27 @ 100     26,071  
  42,000     ERP Operating, LP, 2.50%, 2/15/30, Callable 11/15/29 @ 100     36,788  
  42,000     ERP Operating, LP, 3.00%, 7/1/29, Callable 4/1/29 @ 100     38,120  
  25,000     ERP Operating, LP, 4.15%, 12/1/28, Callable 9/1/28 @ 100     24,585  
  40,000     Extra Space Storage, LP, 2.55%, 6/1/31, Callable 3/1/31 @ 100     32,997  
  20,000     Federal Realty Investment Trust, 3.50%, 6/1/30, Callable 3/1/30 @ 100     18,190  
  47,000     GLP Capital, LP / GLP Financing II, Inc., 4.00%, 1/15/30, Callable 10/15/29 @ 100     41,157  
  35,000     GLP Capital, LP / GLP Financing II, Inc., 5.75%, 6/1/28, Callable 3/3/28 @ 100     34,188  
  43,000     Healthpeak Properties, Inc., 3.25%, 7/15/26, Callable 5/15/26 @ 100     41,449  
Principal
Amount ($)
    Security Description   Value ($)  
Corporate Bonds (continued)
 
Real Estate (continued)  
  89,000     Host Hotels & Resorts, LP, 3.50%, 9/15/30, Callable 6/15/30 @ 100     76,274  
  50,000     Howard Hughes Corp. (The), 4.38%, 2/1/31, Callable 2/1/26 @ 102(a)     37,050  
  70,000     Iron Mountain, Inc., 4.50%, 2/15/31, Callable 2/15/26 @ 102(a)     57,200  
  28,000     Kilroy Realty, LP, 2.50%, 11/15/32, Callable 8/15/32 @ 100     21,917  
  35,000     Kimco Realty Corp., 3.30%, 2/1/25, Callable 12/1/24 @ 100     34,270  
  35,000     Life Storage, LP, 3.88%, 12/15/27, Callable 9/15/27 @ 100     33,387  
  25,000     Mid-America Apartments, LP, 3.75%, 6/15/24, Callable 3/15/24 @ 100     24,932  
  38,000     Mid-America Apartments, LP, 3.95%, 3/15/29, Callable 12/15/28 @ 100     36,357  
  58,000     MPT Operating Partnership, LP / MPT Finance Corp., 4.63%, 8/1/29, Callable 8/1/24 @ 102     50,895  
  30,000     National Retail Properties, Inc., 3.50%, 4/15/51, Callable 10/15/50 @ 100     22,580  
  43,000     Office Properties Income Trust, 4.50%, 2/1/25, Callable 11/1/24 @ 100     41,233  
  35,000     Omega Healthcare Investors, Inc., 3.63%, 10/1/29, Callable 7/1/29 @ 100     29,767  
  38,000     Omega Healthcare Investors, Inc., 4.75%, 1/15/28, Callable 10/15/27 @ 100     36,116  
  23,000     Outfront Media Capital LLC / Outfront Media Capital Corp., 4.25%, 1/15/29, Callable 1/15/24 @ 102(a)     18,322  
  50,000     Physicians Realty, LP, 2.63%, 11/1/31, Callable 8/1/31 @ 100     40,358  
  49,000     Prologis, LP, 1.25%, 10/15/30, Callable 7/15/30 @ 100     38,838  
  63,000     Prologis, LP, 2.25%, 4/15/30, Callable 1/15/30 @ 100     54,653  
  34,000     Public Storage, 3.09%, 9/15/27, Callable 6/15/27 @ 100     32,338  
  42,000     Realty Income Corp., 3.00%, 1/15/27, Callable 10/15/26 @ 100     39,817  
  38,000     Realty Income Corp., 3.65%, 1/15/28, Callable 10/15/27 @ 100     36,475  
  35,000     Realty Income Corp., 3.88%, 4/15/25, Callable 2/15/25 @ 100     34,771  
  21,000     Realty Income Corp., 4.13%, 10/15/26, Callable 7/15/26 @ 100     20,894  

 

See accompanying notes to financial statements

 

30

 

 
Schedule of Investments (Continued) June 30, 2022
   
Emles Real Estate Credit ETF  

 

Principal
Amount ($)
    Security Description   Value ($)  
Corporate Bonds (continued)
 
Real Estate (continued)  
  44,000     Realty Income Corp., 4.63%, 11/1/25, Callable 9/1/25 @ 100     44,669  
  30,000     Regency Centers, LP, 4.40%, 2/1/47, Callable 8/1/46 @ 100     26,462  
  34,000     Sabra Health Care, LP, 5.13%, 8/15/26, Callable 5/15/26 @ 100     33,122  
  88,000     SBA Communications Corp., 3.88%, 2/15/27, Callable 2/15/23 @ 102     80,190  
  53,000     Service Properties Trust, 4.35%, 10/1/24, Callable 9/1/24 @ 100     42,978  
  53,000     Service Properties Trust, 7.50%, 9/15/25, Callable 6/15/25 @ 100     48,561  
  63,000     Simon Property Group, LP, 2.00%, 9/13/24, Callable 6/13/24 @ 100     60,300  
  40,000     Simon Property Group, LP, 2.20%, 2/1/31, Callable 11/1/30 @ 100     32,551  
  49,000     Simon Property Group, LP, 2.65%, 7/15/30, Callable 4/15/30 @ 100     41,683  
  49,000     Simon Property Group, LP, 3.38%, 12/1/27, Callable 9/1/27 @ 100     46,073  
  70,000     Simon Property Group, LP, 3.50%, 9/1/25, Callable 6/1/25 @ 100     68,390  
  29,000     SITE Centers Corp., 4.70%, 6/1/27, Callable 3/1/27 @ 100     28,654  
  29,000     Spirit Realty, LP, 3.20%, 2/15/31, Callable 11/15/30 @ 100     24,346  
  75,000     UDR, Inc., 2.10%, 8/1/32, Callable 5/1/32 @ 100     58,506  
  25,000     UDR, Inc., 3.00%, 8/15/31, Callable 5/15/31 @ 100     21,431  
  29,000     Ventas Realty, LP, 2.65%, 1/15/25, Callable 12/15/24 @ 100     27,756  
  29,000     Ventas Realty, LP, 3.25%, 10/15/26, Callable 7/15/26 @ 100     27,424  
  34,000     Ventas Realty, LP, 4.13%, 1/15/26, Callable 10/15/25 @ 100     33,669  
  34,000     Ventas Realty, LP, 4.75%, 11/15/30, Callable 8/15/30 @ 100     33,334  
  63,000     VICI Properties, LP / VICI Note Co., Inc., 4.13%, 8/15/30, Callable 2/15/25 @ 102(a)     54,364  
  63,000     VICI Properties, LP / VICI Note Co., Inc., 4.63%, 12/1/29, Callable 12/1/24 @ 102(a)     56,319  
  49,000     VICI Properties, LP / VICI Note Co., Inc., 5.75%, 2/1/27, Callable 11/1/26 @ 100(a)     46,496  
  15,000     Welltower, Inc., 2.75%, 1/15/31, Callable 10/15/30 @ 100     12,724  
  67,000     Welltower, Inc., 4.00%, 6/1/25, Callable 3/1/25 @ 100     66,620  
Principal
Amount ($)
    Security Description   Value ($)  
Corporate Bonds (continued)
 
Real Estate (continued)
  47,000     Welltower, Inc., 4.25%, 4/1/26, Callable 1/1/26 @ 100     46,543  
  50,000     Weyerhaeuser Co., 4.00%, 4/15/30, Callable 1/15/30 @ 100     47,173  
  34,000     WP Carey, Inc., 4.60%, 4/1/24, Callable 1/1/24 @ 100     34,191  
              3,697,106  
Total Corporate Bonds (Cost $4,832,965)     4,127,426  
                 
Total Investments (Cost $4,832,965) — 97.3%   4,127,426  
Other assets in excess of liabilities — 2.7%   113,839  
Net Assets — 100.0% $ 4,241,265  

 

(a) Rule 144A, Section 4(2), or other security which is restricted as to resale to institutional investors. The Fund’s Advisor has deemed this security to be liquid based upon procedures approved by the Board of Trustees. The aggregate value of these securities at June 30, 2022 was $387,841 and represents 9.1% of the Fund’s net assets.
LLC Limited Liability Corporation
LP Limited Partnership
MTN Medium Term Note

 

See accompanying notes to financial statements

 

31

 

 

Schedule of Investments June 30, 2022
   
Emles @Home ETF  

 

Schedule of Investments Summary Table

 

Holdings by Sector   Percentage of
Investments (%)
 
Information Technology     47.4  
Industrials     16.8  
Communication Services     13.8  
Consumer Discretionary     12.2  
Consumer Staples     9.8  
Total     100.0  

 

Country   Percentage of
Investments (%)
 
United States     90.9  
Canada     5.2  
Taiwan     3.9  
Total     100.0  

 

Portfolio holdings and allocations are subject to change. As of June 30, 2022, percentages in the table above are based on total investments. Such total investments may differ from the percentages set forth in the following Schedule of Investments which are computed using the Fund’s total net assets.

 

Shares     Security Description   Value ($)  
Common Stocks (100.0%)  
   
Communication Services (13.8%)  
  1,077     Comcast Corp.     42,261  
  989     Match Group, Inc.(a)     68,923  
  247     Meta Platforms, Inc.(a)     39,829  
  1,489     ROBLOX Corp., Class A(a)     48,929  
  2,434     TripAdvisor, Inc.(a)     43,325  
  892     Verizon Communications, Inc.     45,269  
              288,536  
Consumer Discretionary (12.2%)  
  1,094     Etsy, Inc.(a)     80,092  
  745     Expedia Group, Inc.(a)     70,648  
  188     Lululemon Athletica, Inc.(a)     51,251  
  1,236     YETI Holdings, Inc.(a)     53,482  
              255,473  
Consumer Staples (9.8%)  
  877     Procter & Gamble Co. (The)     126,104  
  657     Walmart, Inc.     79,878  
              205,982  
Industrials (16.8%)  
  2,397     GXO Logistics, Inc.(a)     103,718  
  470     Insperity, Inc.     46,920  
  343     JB Hunt Transport Services, Inc.     54,012  
  1,522     Korn Ferry     88,307  
  717     TFI International, Inc.     57,561  
              350,518  
Shares     Security Description   Value ($)  
Common Stocks (continued)  
   
Information Technology (47.4%)  
  107     Adobe, Inc.(a)     39,168  
  455     Akamai Technologies, Inc.(a)     41,555  
  562     Analog Devices, Inc.     82,103  
  637     Apple, Inc.     87,091  
  123     Broadcom, Inc.     59,755  
  528     Crowdstrike Holdings, Inc., Class A(a)     89,000  
  429     Microsoft Corp.     110,180  
  692     NVIDIA Corp.     104,900  
  176     Palo Alto Networks, Inc.(a)     86,933  
  648     Paychex, Inc.     73,788  
  748     QUALCOMM, Inc.     95,549  
  1,000     Taiwan Semiconductor Manufacturing Co., Ltd. ADR     81,750  
  295     Workday, Inc., Class A(a)     41,176  
              992,948  
Total Common Stocks (Cost $2,568,053)     2,093,457  
                 
Total Investments (Cost $2,568,053) — 100.0%     2,093,457  
Other assets in excess of liabilities — 0.0%     325  
Net Assets — 100.0%   $ 2,093,782  

 

(a) Non-income producing
ADR American Depositary Receipt

 

See accompanying notes to financial statements

 

32

 

 

Statements of Assets and Liabilities June 30, 2022

 

    Emles
Alpha Opportunities
ETF
    Emles
Federal Contractors
ETF
    Emles
Luxury Goods
ETF
 
Assets:                        
Investments, at value (Cost $37,944,911, $3,276,873 and $7,349,249) (Including $3,797,652, $— and $106,809 of securities on loan)   $ 38,365,614     $ 3,182,579     $ 5,772,181  
Foreign currency, at value (Cost $—, $— and $1,051)                 1,178  
Cash and cash equivalents           10,106        
Cash collateral from securities loaned     3,981,864             116,795  
Cash collateral held at broker for options contracts and securities sold short     7,119,464              
Dividends and interest receivable     17,541       1,843       3,188  
Receivable for investments sold     1,553,566             19,142  
Reclaims receivable                 8,470  
Total Assets     51,038,049       3,194,528       5,920,954  
Liabilities:                        
Securities sold short (Proceeds $9,838,458)     8,544,581              
Written options at value (Premiums received $1,801, $— and $—)     192              
Payable upon return of securities loaned     3,981,864             116,795  
Payable for investments purchased     948,237             6,757  
Dividends payable on securities sold short     2,727              
Accrued management fees     59,604       1,558       2,972  
Total Liabilities     13,537,205       1,558       126,524  
Net Assets   $ 37,500,844     $ 3,192,970     $ 5,794,430  
Net Assets consist of:                        
Paid in capital   $ 36,708,955     $ 3,443,045     $ 8,008,033  
Total distributable earnings (loss)     791,889       (250,075 )     (2,213,603 )
Net Assets   $ 37,500,844     $ 3,192,970     $ 5,794,430  
                         
Net Assets:   $ 37,500,844     $ 3,192,970     $ 5,794,430  
Shares of Beneficial Interest Outstanding
(unlimited number of shares authorized, no par value):
    2,675,000       125,000       275,000  
Net Asset Value (offering and redemption price per share):   $ 14.02     $ 25.54     $ 21.07  

 

See accompanying notes to financial statements

 

33

 

 
Statements of Assets and Liabilities (Continued) June 30, 2022

 

    Emles
Made in America
ETF
    Emles
Real Estate Credit
ETF
    Emles
@Home
ETF
 
Assets:                        
Investments, at value (Cost $3,777,430, $4,832,965 and $2,568,053) (Including $45,172, $— and $— of securities on loan)   $ 3,965,787     $ 4,127,426     $ 2,093,457  
Cash and cash equivalents     880       69,164       655  
Cash collateral from securities loaned     47,548              
Dividends and interest receivable     8,561       46,366       548  
Total Assets     4,022,776       4,242,956       2,094,660  
Liabilities:                        
Payable upon return of securities loaned     47,548              
Accrued management fees     1,653       1,691       878  
Total Liabilities     49,201       1,691       878  
Net Assets   $ 3,973,575     $ 4,241,265     $ 2,093,782  
Net Assets consist of:                        
Paid in capital   $ 3,784,196     $ 5,015,595     $ 3,234,987  
Total distributable earnings (loss)     189,379       (774,330 )     (1,141,205 )
Net Assets   $ 3,973,575     $ 4,241,265     $ 2,093,782  
                         
Net Assets:   $ 3,973,575     $ 4,241,265     $ 2,093,782  
Shares of Beneficial Interest Outstanding
(unlimited number of shares authorized, no par value):
    150,000       200,000       125,000  
Net Asset Value (offering and redemption price per share):   $ 26.49     $ 21.21     $ 16.75  

 

See accompanying notes to financial statements

 

34

 

 

Statements of Operations For the year ended June 30, 2022

 

    Emles
Alpha Opportunities
ETF
    Emles
Federal Contractors
ETF
    Emles
Luxury Goods
ETF
 
Investment Income:                        
Dividend income (net of foreign taxes withheld of $—, $— and $12,003)   $ 814,303     $ 40,951     $ 148,086  
Securities lending income     8,806       2       1,511  
Total Investment Income     823,109       40,953       149,597  
Expenses:                        
Management fee     1,030,848       16,597       43,140  
Dividends on securities sold short     2,727              
Margin interest and borrowing fees     181,020              
Total Net Expenses     1,214,595       16,597       43,140  
Net Investment Income (Loss)     (391,486 )     24,356       106,457  
Realized and Unrealized Gains (Losses):                        
Net realized gains (losses) from investment transactions     6,288,961       (155,791 )     (586,480 )
Net realized gains (losses) from foreign currency transactions                 (5,534 )
Net realized gains (losses) from in-kind transactions     8,395,332       699,118       (53,162 )
Net realized gains (losses) from securities sold short     2,193,779              
Net realized gains (losses) from written options transactions     808,918              
Change in unrealized appreciation (depreciation) on investments     (43,285,260 )     (778,894 )     (2,164,739 )
Change in unrealized appreciation (depreciation) on foreign currency                 (127 )
Change in unrealized appreciation (depreciation) on securities sold short     1,293,878              
Change in unrealized appreciation (depreciation) on written options     1,609              
Net Realized and Unrealized Gains (Losses)     (24,302,783 )     (235,567 )     (2,810,042 )
Change in Net Assets Resulting From Operations   $ (24,694,269 )   $ (211,211 )   $ (2,703,585 )

 

See accompanying notes to financial statements

 

35

 

 
Statements of Operations (Continued) For the year ended June 30, 2022

 

    Emles
Made in America
ETF
    Emles
Real Estate Credit
ETF
    Emles
@Home
ETF
 
Investment Income:                        
Dividend income (net of foreign taxes withheld of $—, $— and $97)   $ 85,496     $     $ 22,577  
Securities lending income     10       3        
Interest income           134,447        
Total Investment Income     85,506       134,450       22,577  
Expenses:                        
Management fee     21,549       24,536       16,031  
Total Net Expenses     21,549       24,536       16,031  
Net Investment Income     63,957       109,914       6,546  
Realized and Unrealized Gains (Losses):                        
Net realized gains (losses) from investment transactions     (1,831 )     64,025       (666,588 )
Net realized gains (losses) from in-kind transactions     643,041             308,042  
Change in unrealized appreciation (depreciation) on investments     (951,566 )     (778,053 )     (1,013,240 )
Net Realized and Unrealized Gains (Losses)     (310,356 )     (714,028 )     (1,371,786 )
Change in Net Assets Resulting From Operations   $ (246,399 )   $ (604,114 )   $ (1,365,240 )

 

See accompanying notes to financial statements

 

36

 

 

Statements of Changes in Net Assets

 

 

    Emles
Alpha Opportunities
ETF
    Emles
Federal Contractors
ETF
 
    Year Ended
June 30,
2022
    For the period
June 9,
2021(a) through
June 30,
2021
    Year Ended
June 30,
2022
    For the period
October 14,
2020(a) through
June 30,
2021
 
From Investment Activities:                                
Operations:                                
Net investment income (loss)   $ (391,486 )   $ 30,454     $ 24,356     $ 91,236  
Net realized gains (losses) from investment, foreign currency, in-kind, securities sold short, and written option transactions     17,686,990             543,327       1,001,619  
Change in unrealized appreciation (depreciation) on investments, securities sold short, and written options     (41,989,773 )     (349,622 )     (778,894 )     684,600  
Change in net assets resulting from operations     (24,694,269 )     (319,168 )     (211,211 )     1,777,455  
Distributions to Shareholders From:                                
Total Distributions     (9,856,142 )           (280,245 )     (92,710 )
Change in net assets from distributions     (9,856,142 )           (280,245 )     (92,710 )
Capital Transactions:                                
Proceeds from shares issued     16,319,653       68,856,409 (b)     3,488,346       9,826,427  
Cost of shares redeemed     (12,805,639 )           (5,679,779 )     (5,635,313 )
Change in net assets from capital transactions     3,514,014       68,856,409       (2,191,433 )     4,191,114  
Change in net assets     (31,036,397 )     68,537,241       (2,682,889 )     5,875,859  
Net Assets:                                
Beginning of period     68,537,241             5,875,859        
End of period   $ 37,500,844     $ 68,537,241     $ 3,192,970     $ 5,875,859  
Share Transactions:                                
Issued     725,000       2,525,000       125,000       400,000  
Redeemed     (575,000 )           (200,000 )     (200,000 )
Change in shares     150,000       2,525,000       (75,000 )     200,000  

 

(a) Commencement of operations.
(b) During the period ended June 30, 2021, certain securities of two affiliated separately managed accounts were exchanged, at fair value, as in-kind transfers to the Emles Alpha Opportunities ETF. The in-kind transfers were not taxable events under relevant provisions of the Internal Revenue Code, and therefore the historical cost basis of those investments was carried forward. The total fair value of the in-kind transfers, included in proceeds from shares issued on the accompanying statement of changes in net assets, was $68,189,523 for 2,500,000 shares of the Emles Alpha Opportunities ETF. The historical cost of the contributed investments was $24,133,939, which was carried forward to align the ongoing reporting of realized and unrealized gains and losses for tax purposes.

 

See accompanying notes to financial statements

 

37

 

 

Statements of Changes in Net Assets (Continued)

 

 

    Emles
Luxury Goods
ETF
    Emles
Made in America
ETF
 
    Year Ended
June 30,
2022
    For the period
November 24,
2020(a) through
June 30,
2021
    Year Ended
June 30,
2022
    For the period
October 14,
2020(a) through
June 30,
2021
 
From Investment Activities:                                
Operations:                                
Net investment income   $ 106,457     $ 1,630     $ 63,957     $ 111,457  
Net realized gains (losses) from investment, foreign currency, and in-kind transactions     (645,176 )     109,188       641,210       1,027,083  
Change in unrealized appreciation (depreciation) on investments and foreign currency     (2,164,866 )     587,350       (951,566 )     1,139,923  
Change in net assets resulting from operations     (2,703,585 )     698,168       (246,399 )     2,278,463  
Distributions to Shareholders From:                                
Total Distributions     (266,146 )     (104 )     (487,130 )     (107,571 )
Change in net assets from distributions     (266,146 )     (104 )     (487,130 )     (107,571 )
Capital Transactions:                                
Proceeds from shares issued     7,256,003       3,241,223       714,377       11,292,514  
Cost of shares redeemed     (2,431,129 )           (4,587,027 )     (4,883,652 )
Change in net assets from capital transactions     4,824,874       3,241,223       (3,872,650 )     6,408,862  
Change in net assets     1,855,143       3,939,287       (4,606,179 )     8,579,754  
Net Assets:                                
Beginning of period     3,939,287             8,579,754        
End of period   $ 5,794,430     $ 3,939,287     $ 3,973,575     $ 8,579,754  
Share Transactions:                                
Issued     250,000       125,000       25,000       450,000  
Redeemed     (100,000 )           (150,000 )     (175,000 )
Change in shares     150,000       125,000       (125,000 )     275,000  

 

(a) Commencement of operations.

 

See accompanying notes to financial statements

 

38

 

 

Statements of Changes in Net Assets (Continued)

 

 

    Emles
Real Estate Credit
ETF
  Emles
@Home
ETF
 
    Year Ended
June 30,
2022
    For the period
October 14,
2020(a) through
June 30,
2021
    Year Ended
June 30,
2022
    For the period
October 14,
2020(a) through
June 30,
2021
 
From Investment Activities:                                
Operations:                                
Net investment income (loss)   $ 109,914     $ 263,390     $ 6,546     $ (4,452 )
Net realized gains (losses) from investment and in-kind transactions     64,025       (133,246 )     (358,546 )     882,952  
Change in unrealized appreciation (depreciation) on investments     (778,053 )     72,513       (1,013,240 )     538,644  
Change in net assets resulting from operations     (604,114 )     202,657       (1,365,240 )     1,417,144  
Distributions to Shareholders From:                                
Total Distributions     (119,383 )     (253,490 )     (155,745 )      
Change in net assets from distributions     (119,383 )     (253,490 )     (155,745 )      
Capital Transactions:                                
Proceeds from shares issued           23,683,550 (b)           10,553,082  
Cost of shares redeemed     (6,309,760 )     (12,358,195 )     (3,498,319 )     (4,957,140 )
Change in net assets from capital transactions     (6,309,760 )     11,325,355       (3,498,319 )     5,595,942  
Change in net assets     (7,033,257 )     11,274,522       (5,019,304 )     7,013,086  
Net Assets:                                
Beginning of period     11,274,522             7,113,086       100,000  
End of period   $ 4,241,265     $ 11,274,522     $ 2,093,782     $ 7,113,086  
Share Transactions:                                
Issued           950,000             425,000  
Redeemed     (250,000 )     (500,000 )     (129,000 )     (175,000 )
Change in shares     (250,000 )     450,000       (129,000 )     250,000  

 

(a) Commencement of operations.
(b) Net of variable transaction fees of $83,652 for the period ended June 30, 2021. See Note 5 of the financial statements.

 

See accompanying notes to financial statements

 

39

 

 

Financial Highlights

 

For a share outstanding throughout the periods indicated

 

 

Emles Alpha Opportunities ETF   Year Ended
June 30,
2022
    June 9,
2021(a) through
June 30,
2021
 
Net Asset Value, Beginning of Period   $ 27.14     $ 26.68  
Net Investment Income (Loss)(b)     (0.15 )     0.02  
Net Realized and Unrealized Gains (Losses) on Investments     (9.18 )     0.44 (c) 
Total from Investment Activities     (9.33 )     0.46  
Distributions from Net Investment Income     (0.01 )      
Distributions from Net Realized Gains on Investments     (3.78 )      
Total Distributions     (3.79 )      
Net Asset Value, End of Period   $ 14.02     $ 27.14  
Net Assets at End of Period (000’s)   $ 37,501     $ 68,537  
                 
Total Return at NAV(d)(e)     (38.83 )%     1.75 %
Total Return at Market(d)(f)     (39.16 )%     1.80 %
Ratio of Operating Expenses to Average Net Assets     2.06 %(h)      %(g)(i) 
Ratio of Net Investment Income (Loss) to Average Net Assets     (0.67 )%(h)      1.03 %(g)(j) 
Portfolio Turnover(d)(k)     13.28 %     %

 

(a) Commencement of operations.
(b) Computed using average shares outstanding.
(c) The amount shown for a share outstanding throughout the period does not accord with the change in aggregate gains and losses in the portfolio of securities during the period because of the timing of purchases and sales of fund shares in relation to fluctuating market values during the period.
(d) Not annualized for periods less than one year.
(e) Net asset value total return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, if any, and redemption on the last day of the period at net asset value. This percentage is not an indication of the performance of a shareholder’s investment in the Fund based on market value due to differences between the market price of the shares and the net asset value per share of the Fund.
(f) Market value total return is calculated assuming an initial investment made at the market value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, if any, and redemption on the last day of the period at market value. Market value is determined by the composite closing price. Composite closing security price is defined as the last reported sale price from any primary listing market (e.g., NYSE Arca) or participating regional exchanges or markets. The composite closing price is the last reported sale price from any of the eligible sources, regardless of volume and not an average price and may have occurred on a date prior to the close of the reporting period. Market value may be greater or less than net asset value, depending on the Fund’s closing price on the listing market.
(g) Annualized for periods less than one year.
(h) Expense Ratio and Net Investment Income Ratio include 0.31% of margin interest, borrowing fees, and dividends on securities sold short.
(i) The ratio of expenses to average net assets would have been 1.75% had certain expenses not been voluntarily waived for the period ended June 30, 2021.
(j) The ratio of Net Investment Income (Loss) to Average Net Assets would have been (0.72)% had certain expenses not been voluntarily waived for the period ending June 30, 2021.
(k) Excludes impact of in-kind transactions.

 

See accompanying notes to financial statements

 

40

 

 

Financial Highlights (Continued)

 

For a share outstanding throughout the periods indicated

 

 

Emles Federal Contractors ETF   Year Ended
June 30,
2022
    October 14,
2020(a) through
June 30,
2021
 
Net Asset Value, Beginning of Period   $ 29.38     $ 24.81  
Net Investment Income (Loss)(b)     0.24       0.32  
Net Realized and Unrealized Gains (Losses) on Investments     (0.41 )(c)      4.64  
Total from Investment Activities     (0.17 )     4.96  
Distributions from Net Investment Income     (0.25 )     (0.39 )
Distributions from Net Realized Gains on Investments     (3.42 )      
Total Distributions     (3.67 )     (0.39 )
Net Asset Value, End of Period   $ 25.54     $ 29.38  
Net Assets at End of Period (000’s)   $ 3,193     $ 5,876  
                 
Total Return at NAV(d)(e)     0.57 %     20.08 %
Total Return at Market(d)(f)     0.34 %     20.15 %
Ratio of Operating Expenses to Average Net Assets     0.60 %     0.60 %(g) 
Ratio of Net Investment Income (Loss) to Average Net Assets     0.88 %     1.67 %(g) 
Portfolio Turnover(d)(h)     38.00 %     54.68 %

 

(a) Commencement of operations.
(b) Computed using average shares outstanding.
(c) Realized and unrealized gains per share are balancing amounts necessary to reconcile the change in net asset value per share for the period, and may not accord with the aggregate gains and losses in the Statements of Operations due to share transactions for the period.
(d) Not annualized for periods less than one year.
(e) Net asset value total return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, if any, and redemption on the last day of the period at net asset value. This percentage is not an indication of the performance of a shareholder’s investment in the Fund based on market value due to differences between the market price of the shares and the net asset value per share of the Fund.
(f) Market value total return is calculated assuming an initial investment made at the market value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, if any, and redemption on the last day of the period at market value. Market value is determined by the composite closing price. Composite closing security price is defined as the last reported sale price from any primary listing market (e.g., NYSE Arca) or participating regional exchanges or markets. The composite closing price is the last reported sale price from any of the eligible sources, regardless of volume and not an average price and may have occurred on a date prior to the close of the reporting period. Market value may be greater or less than net asset value, depending on the Fund’s closing price on the listing market.
(g) Annualized for periods less than one year.
(h) Excludes impact of in-kind transactions.

 

See accompanying notes to financial statements

 

41

 

 

Financial Highlights (Continued)

 

For a share outstanding throughout the periods indicated

 

 

Emles Luxury Goods ETF   Year Ended
June 30,
2022
    November 24,
2020(a) through
June 30,
2021
 
Net Asset Value, Beginning of Period   $ 31.51     $ 25.00  
Net Investment Income (Loss)(b)     0.41       0.02  
Net Realized and Unrealized Gains (Losses) on Investments     (9.95 )     6.49  
Total from Investment Activities     (9.54 )     6.51  
Distributions from Net Investment Income     (0.37 )     (c) 
Distributions from Net Realized Gains on Investments     (0.53 )      
Total Distributions     (0.90 )     (c) 
Net Asset Value, End of Period   $ 21.07     $ 31.51  
Net Assets at End of Period (000’s)   $ 5,794     $ 3,939  
                 
Total Return at NAV(c)(d)     (30.94 )%     26.06 %
Total Return at Market(c)(e)     (30.97 )%     26.53 %
Ratio of Operating Expenses to Average Net Assets     0.60 %     0.60 %(g) 
Ratio of Net Investment Income (Loss) to Average Net Assets     1.48 %     0.09 %(g) 
Portfolio Turnover(d)(h)     61.65 %     60.82 %

 

(a) Commencement of operations.
(b) Computed using average shares outstanding.
(c) Amount is less than $0.005.
(d) Not annualized for periods less than one year.
(e) Net asset value total return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, if any, and redemption on the last day of the period at net asset value. This percentage is not an indication of the performance of a shareholder’s investment in the Fund based on market value due to differences between the market price of the shares and the net asset value per share of the Fund.
(f) Market value total return is calculated assuming an initial investment made at the market value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, if any, and redemption on the last day of the period at market value. Market value is determined by the composite closing price. Composite closing security price is defined as the last reported sale price from any primary listing market (e.g., NYSE Arca) or participating regional exchanges or markets. The composite closing price is the last reported sale price from any of the eligible sources, regardless of volume and not an average price and may have occurred on a date prior to the close of the reporting period. Market value may be greater or less than net asset value, depending on the Fund’s closing price on the listing market.
(g) Annualized for periods less than one year.
(h) Excludes impact of in-kind transactions.

 

See accompanying notes to financial statements

 

42

 

 

Financial Highlights (Continued)

 

For a share outstanding throughout the periods indicated

 

 

Emles Made in America ETF   Year Ended
June 30,
2022
    October 14,
2020(a) through
June 30,
2021
 
Net Asset Value, Beginning of Period   $ 31.20     $ 24.80  
Net Investment Income (Loss)(b)     0.44       0.34  
Net Realized and Unrealized Gains (Losses) on Investments     (1.29 )     6.42  
Total from Investment Activities     (0.85 )     6.76  
Distributions from Net Investment Income     (0.48 )     (0.36 )
Distributions from Net Realized Gains on Investments     (3.38 )      
Total Distributions     (3.86 )     (0.36 )
Net Asset Value, End of Period   $ 26.49     $ 31.20  
Net Assets at End of Period (000’s)   $ 3,974     $ 8,580  
                 
Total Return at NAV(c)(d)     (3.38 )%     27.41 %
Total Return at Market(c)(e)     (3.65 )%     27.48 %
Ratio of Operating Expenses to Average Net Asset     0.49 %     0.49 %(f) 
Ratio of Net Investment Income (Loss) to Average Net Assets     1.46 %     1.72 %(f) 
Portfolio Turnover(c)(g)     24.44 %     25.57 %

 

(a) Commencement of operations.
(b) Computed using average shares outstanding.
(c) Not annualized for periods less than one year.
(d) Net asset value total return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, if any, and redemption on the last day of the period at net asset value. This percentage is not an indication of the performance of a shareholder’s investment in the Fund based on market value due to differences between the market price of the shares and the net asset value per share of the Fund.
(e) Market value total return is calculated assuming an initial investment made at the market value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, if any, and redemption on the last day of the period at market value. Market value is determined by the composite closing price. Composite closing security price is defined as the last reported sale price from any primary listing market (e.g., NYSE Arca) or participating regional exchanges or markets. The composite closing price is the last reported sale price from any of the eligible sources, regardless of volume and not an average price and may have occurred on a date prior to the close of the reporting period. Market value may be greater or less than net asset value, depending on the Fund’s closing price on the listing market.
(f) Annualized for periods less than one year.
(g) Excludes impact of in-kind transactions.

 

See accompanying notes to financial statements

 

43

 

 

Financial Highlights (Continued)

 

For a share outstanding throughout the periods indicated

 

 

Emles Real Estate Credit ETF   Year Ended
June 30,
2022
    October 14,
2020(a) through
June 30,
2021
 
Net Asset Value, Beginning of Period   $ 25.05     $ 24.91  
Net Investment Income (Loss)(b)     0.52       0.37  
Net Realized and Unrealized Gains (Losses) on Investments     (3.76 )     0.15 ​(c)  
Total from Investment Activities     (3.24 )     0.52  
Distributions from Net Investment Income     (0.60 )     (0.38 )
Distributions from Net Realized Gains on Investments            
Total Distributions     (0.60 )     (0.38 )
Net Asset Value, End of Period   $ 21.21     $ 25.05  
Net Assets at End of Period (000’s)   $ 4,241     $ 11,275  
                 
Total Return at NAV(d)(e)     (13.21 )%     2.12 %
Total Return at Market(d)(f)     (13.14 )%     2.10 %
Ratio of Operating Expenses to Average Net Assets     0.48 %     0.48 %(g) 
Ratio of Net Investment Income (Loss) to Average Net Assets     2.16 %     2.09 %(g) 
Portfolio Turnover(d)(h)     20.63 %     86.44 %

 

(a) Commencement of operations.
(b) Computed using average shares outstanding.
(c) The amount shown for a share outstanding throughout the period does not accord with the change in aggregate gains and losses in the portfolio of securities during the period because of the timing of purchases and sales of fund shares in relation to fluctuating market values during the period.
(d) Not annualized for periods less than one year.
(e) Net asset value total return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, if any, and redemption on the last day of the period at net asset value. This percentage is not an indication of the performance of a shareholder’s investment in the Fund based on market value due to differences between the market price of the shares and the net asset value per share of the Fund.
(f) Market value total return is calculated assuming an initial investment made at the market value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, if any, and redemption on the last day of the period at market value. Market value is determined by the composite closing price. Composite closing security price is defined as the last reported sale price from any primary listing market (e.g., NYSE Arca) or participating regional exchanges or markets. The composite closing price is the last reported sale price from any of the eligible sources, regardless of volume and not an average price and may have occurred on a date prior to the close of the reporting period. Market value may be greater or less than net asset value, depending on the Fund’s closing price on the listing market.
(g) Annualized for periods less than one year.
(h) Excluded the impact of in-kind transactions.

 

See accompanying notes to financial statements

 

44

 

 

Financial Highlights (Concluded)

 

For a share outstanding throughout the periods indicated

 

 

Emles @Home ETF   Year Ended
June 30,
2022
    October 14,
2020(a) through
June 30,
2021
 
Net Asset Value, Beginning of Period   $ 28.00     $ 25.00  
Net Investment Income (Loss)(b)     0.05       (0.01 )
Net Realized and Unrealized Gains (Losses) on Investments     (10.09 )     3.01  
Total from Investment Activities     (10.04 )     3.00  
Distributions from Net Investment Income     (0.05 )      
Distributions from Net Realized Gains on Investments     (1.16 )      
Total Distributions     (1.21 )      
Net Asset Value, End of Period   $ 16.75     $ 28.00  
Net Assets at End of Period (000’s)   $ 2,094     $ 7,113  
                 
Total Return at NAV(c)(d)     (37.24 )%     11.12 %(e) 
Total Return at Market(c)(f)     (37.33 )%     11.03 %
Ratio of Operating Expenses to Average Net Assets     0.49 %     0.49 %(g) 
Ratio of Net Investment Income (Loss) to Average Net Assets     0.20 %     (0.07 )%(g) 
Portfolio Turnover(c)(h)     91.56 %     29.79 %

 

(a) Commencement of operations.
(b) Computed using average shares outstanding.
(c) Not annualized for periods less than one year.
(d) Net asset value total return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, if any, and redemption on the last day of the period at net asset value. This percentage is not an indication of the performance of a shareholder’s investment in the Fund based on market value due to differences between the market price of the shares and the net asset value per share of the Fund.
(e) Total Return based on traded NAV.
(f) Market value total return is calculated assuming an initial investment made at the market value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, if any, and redemption on the last day of the period at market value. Market value is determined by the composite closing price. Composite closing security price is defined as the last reported sale price from any primary listing market (e.g., NYSE Arca) or participating regional exchanges or markets. The composite closing price is the last reported sale price from any of the eligible sources, regardless of volume and not an average price and may have occurred on a date prior to the close of the reporting period. Market value may be greater or less than net asset value, depending on the Fund’s closing price on the listing market.
(g) Annualized for periods less than one year.
(h) Excludes impact of in-kind transactions.

 

See accompanying notes to financial statements

 

45

 

 

Notes to Financial Statements June 30, 2022

 

(1) Organization

 

Emles Trust (the “Trust”) was organized on October 2, 2018 as a Delaware statutory trust. The Trust is registered under the Investment Company Act of 1940 (the “1940 Act”) as an open-end management investment company. The Trust is comprised of six funds and is authorized to issue an unlimited number of shares of beneficial interest for each fund (“Shares”) representing interests in separate portfolios of securities. The accompanying financial statements are those of the Emles Alpha Opportunities ETF, Emles Federal Contractors ETF, Emles Luxury Goods ETF, Emles Made in America ETF, Emles Real Estate Credit ETF, and Emles @Home ETF (individually referred to as a “Fund” or collectively as the “Funds”). The assets of each Fund are segregated and a shareholder’s interest is limited to the Fund in which Shares are held.

 

The investment objective of the Emles Alpha Opportunities ETF is to seek maximization of total return, with capital preservation as a secondary goal. Emles Advisors, LLC (the “Adviser”) seeks to achieve the capital preservation portion of the Fund’s investment objective by using active risk management techniques to hedge net exposure through options, ETFs and individual equities. The investment objective of each Fund listed in the table below is to provide investment results that, before fees and expenses, correspond generally to the performance of a specified market index as indicated in the table below (each, an “Index” and collectively, the “Indices”). The Funds listed in the table below seek to achieve their investment objectives by attempting to replicate their respective Index by investing all, or substantially all (at least 80%), of their assets in the stocks that make up the Index, holding each stock in approximately the same proportion as its weighting in the Index. Each Fund’s Prospectus provides a description of the Fund’s investment objectives, policies, and strategies. The Funds are non-diversified exchange-traded funds.

 

Fund   Index
Emles Federal Contractors ETF   Emles Federal Contractors Index
Emles Luxury Goods ETF   Emles Global Luxury 50 Index
Emles Made in America ETF   Emles American Manufacturing Index
Emles Real Estate Credit ETF   Solactive U.S. Real Estate Bond Index
Emles @Home ETF   Emles Home Lifestyle Index

 

Under the Trust’s organizational documents, its officers and Board of Trustees (the “Board”) are indemnified against certain liabilities arising out of the performance of their duties to the Funds. In addition, in the normal course of business, the Trust may enter into contracts with vendors and others that provide for general indemnifications. The Trust’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Trust. However, based on experience, the Trust expects that risk of loss to be remote.

 

(2) Significant Accounting Policies

 

Shares of the Funds are listed and traded on the Cboe BZX Exchange, Inc. (the “Exchange”). Market prices for the Shares may be different from their net asset value (“NAV”). The Funds issue and redeem Shares on a continuous basis at NAV only in large blocks of Shares called (“Creation Units”). The Creation Unit for Emles Alpha Opportunities ETF, Emles Federal Contractors ETF, Emles Luxury Goods ETF, Emles Made in America ETF and Emles @Home ETF is 25,000 Shares, and the Creation Unit for Emles Real Estate Credit ETF is 50,000 Shares. Creation Units are issued and redeemed principally in-kind for securities included in a specified universe. Once created, Shares generally trade in the secondary market at market prices that change throughout the day in amounts less than a Creation Unit. Shares of each Fund 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 DTC participant and, in each case, must have executed a Participant Agreement with Foreside Financial Services, LLC (the “Distributor”). Most investors do not qualify as Authorized Participants nor have the resources to buy and sell whole Creation Units. Investors who are not Authorized Participants may only purchase or sell Shares of a Fund in the secondary market at market prices.

 

46

 

 

Notes to Financial Statements (Continued) June 30, 2022

 

The following is a summary of significant accounting policies consistently followed by each Fund in the preparation of its financial statements. These policies are in conformity with generally accepted accounting principles in the United States of America (“GAAP”). Each Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946, Financial Services — Investment Companies, including FASB Accounting Standards Update 2013-08. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts of assets, liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses for the year. Actual results could differ from those estimates.

 

A. Investment Valuations

 

The Funds hold their investments at fair value. Fair value is defined as the price that would be expected to be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The valuation techniques used to determine fair value are further described below.

 

In calculating their NAV, the Funds generally value their assets on the basis of market quotations, last sale prices, or estimates of value furnished by a pricing service or brokers who make markets in such instruments in accordance with procedures adopted by the Board. When reliable market quotations are not readily available for a security, the fair value of that security will be determined by the Board or a committee established by the Board in accordance with procedures adopted by the Board. The fair valuation process is designed to value the subject security at the price the Funds would reasonably expect to receive upon its current sale. Additional consideration is given to securities that have experienced a decrease in the volume or level of activity or to circumstances that indicate that a transaction is not orderly.

 

The Trust has a three-tier fair value hierarchy that is dependent upon the various “inputs” used to determine the value of the Funds’ investments. The valuation techniques described below maximize the use of observable inputs and minimize the use of unobservable inputs in determining fair value. These inputs are summarized in the three broad levels listed below:

 

Level 1 — Quoted prices in active markets for identical assets.

 

Level 2 — Other observable pricing inputs at the measurement date (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.).

 

Level 3 — Significant unobservable pricing inputs at the measurement date (including the Fund’s own assumptions in determining the fair value of investments).

 

The inputs or methodology used for valuing investments are not necessarily an indication of the risk associated with investing in those investments.

 

Equity securities traded on a securities exchange are valued at the last reported sales price on the principal exchange. Equity securities quoted by Nasdaq are valued at the Nasdaq official closing price. If there is no reported sale on the principal exchange, and in the case of over-the-counter securities, equity securities are valued at a bid price estimated by the security pricing service. In each of these situations, securities are typically categorized as Level 1 and Level 2, respectively in the fair value hierarchy.

 

Bonds and other fixed income securities (other than short-term obligations) are valued at the evaluated bid price, as of the time NAV is determined, supplied by an approved independent pricing service, based upon market transactions for normal, institutional-size trading units of similar securities, as well as yield, quality, coupon rate, maturity, callability or prepayment option, type and size of issue, trading characteristics and other market data (“matrix valuations”), without exclusive reliance on quoted prices on an exchange or over-the-counter prices. The independent pricing service does not distinguish between smaller-sized bond positions known as “odd lots” and larger institutional-sized bond positions known as “round lots”. The Fund may fair value a particular bond if the Adviser does not believe that the round lot value provided by the independent pricing service reflects fair value of the Fund’s holding. Because quoted prices on exchanges or over-the-counter prices are believed to reflect more accurately the fair value of such securities, matrix valuations are typically categorized as Level 2 in the fair value hierarchy.

 

Exchange traded option contacts are valued at the closing price or the last sale price on the primary instrument for that option as recorded by an approved pricing service and are typically categorized as Level 1 in the fair value hierarchy.

 

47

 

 

Notes to Financial Statements (Continued) June 30, 2022

 

Most securities listed on a foreign exchange are valued at the last sale price at the close of the exchange on which the security is primarily traded. In certain countries, market maker prices are used since they are the most representative of the daily trading activity. In the case of certain foreign exchanges, the closing price reported by the exchange (which may sometimes be referred to by the exchange or one or more pricing agents as the “official close” or the “official closing price” or other similar term) will be considered the most recent sale price. Securities not traded on a particular day are valued at the mean between the last reported bid and asked quotes or the last sale price where appropriate; otherwise, fair value will be determined in accordance with fair value procedures approved by the Board.

 

The accounting records of the Funds are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars at the current rate of exchange to determine the value of investments, assets and liabilities at the close of each business day. Purchases and sales of securities, and income and expenses are translated at the prevailing rate of exchange on the respective dates of such transactions. The Funds do not isolate the portion of the results of operations resulting from changes in foreign exchange rates on investments from 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.

 

The Funds may invest in American Depositary Receipts as well as other “hybrid” forms of depositary receipts, including Global Depositary Receipts. These depositary receipts are certificates evidencing ownership of Shares of a foreign issuer, and serve as an alternative to directly purchasing the underlying foreign securities in their national markets and currencies. These certificates are issued by depository banks and generally trade on an established market in the United States or elsewhere. The underlying Shares are held in trust by a custodian bank or similar financial institution in the issuer’s home country. Redeemable securities issued by open-end investment companies are valued at the last calculated NAV, with the exception of securities issued by exchange-traded open-end investment companies, which are priced as equity securities as described above.

 

The following table provides the fair value measurement as of June 30, 2022:

 

    Level 1     Level 2     Level 3    

Total

Investments

 
Emles Alpha Opportunities ETF                                
Common Stocks(1)   $ 36,213,731     $     $     $ 36,213,731  
Purchased Options(1)     685,240                   685,240  
Warrants(1)     540,108                   540,108  
Short-Term Investment     926,535                   926,535  
Total Investment Securities   $ 38,365,614     $     $     $ 38,365,614  
Common Stocks Sold Short(1)     (8,544,581 )                 (8,544,581 )
Written Options(1)     (192 )                 (192 )
Total Investments   $ 29,820,841     $     $     $ 29,820,841  
                                 
Emles Federal Contractors ETF                                
Common Stocks(1)   $ 3,182,579     $     $     $ 3,182,579  
Total Investments   $ 3,182,579     $     $     $ 3,182,579  
                                 
Emles Luxury Goods ETF                                
Common Stocks(1)   $ 5,772,181     $     $     $ 5,772,181  
Total Investments   $ 5,772,181     $     $     $ 5,772,181  
                                 
Emles Made in America ETF                                
Common Stocks(1)   $ 3,965,787     $     $     $ 3,965,787  
Total Investments   $ 3,965,787     $     $     $ 3,965,787  
                                 
Emles Real Estate Credit ETF                                
Corporate Bonds(1)   $     $ 4,127,426     $     $ 4,127,426  
Total Investments   $     $ 4,127,426     $     $ 4,127,426  
                                 
Emles @Home ETF                                
Common Stocks(1)   $ 2,093,457     $     $     $ 2,093,457  
Total Investments   $ 2,093,457     $     $     $ 2,093,457  

 

(1) Please see the Schedule of Investments for industry classifications.

 

48

 

 

Notes to Financial Statements (Continued) June 30, 2022

 

B. Security Transactions and Related Income

 

Investment transactions are accounted for no later than the first calculation of the NAV on the business day following the trade date. For financial reporting purposes, however, security transactions are accounted for on the trade date on the last business day of the reporting period. Discounts and premiums on securities purchased are amortized over the lives of the respective securities. Securities gains and losses are calculated on the identified cost basis. Interest income and expenses are accrued daily. Dividends, less foreign tax withholding, if any, are recorded on the ex-dividend date. Investment income from non-U.S. sources received by a Fund is generally subject to non-U.S. withholding taxes at rates ranging up to 30%. Such withholding taxes may be reduced or eliminated under the terms of applicable U.S. income tax treaties.

 

Income received by the Funds from sources within foreign countries may be subject to withholding and other income or similar taxes imposed by such countries, a portion of which may be reclaimable. The Funds may be subject to foreign taxes on capital gains on the sale of securities or foreign currency transactions. The Funds accrue foreign capital gains taxes, as applicable, based on their current interpretation of tax rules in the foreign markets in which they invest. Such tax accrual is based in part on actual and estimated realized gains. Estimated realized gains are subject to change and such change could be material. However, management’s conclusions may be subject to future review and change based on changes in, or the interpretation of, the accounting standards or tax laws and regulations.

 

C. Cash and Cash Equivalents

 

Idle cash may be swept into various overnight demand deposits and is classified as cash or foreign currency on the Statements of Assets and Liabilities. The Funds maintain cash in bank deposit accounts which, at times, may exceed U.S. federally insured limits. Amounts swept overnight are available on the next business day.

 

D. Restricted Securities and Illiquid Investments

 

The Funds may invest in restricted securities. A restricted security is a security which has been purchased through a private offering and cannot be resold to the general public without prior registration under the Securities Act of 1933 (the “1933 Act”) or pursuant to the resale limitations provided by Rule 144 under the 1933 Act, or another exemption from the registration requirements of the 1933 Act. Certain restricted securities may be resold in transactions exempt from registration, normally to qualified institutional buyers, and may be classified as liquid by the Adviser (as defined in Note 3) under the Funds’ liquidity risk management program, as approved by the Board. Therefore, not all restricted securities are considered illiquid. To the extent that the Funds purchase securities that are restricted as to resale or for which current market quotations are not available, such securities will be valued based upon all relevant factors as outlined in Securities and Exchange Commission Financial Reporting Release No. 1. Disposal of restricted securities may involve time consuming negotiations and expense. Prompt sale at the current valuation may be difficult and could adversely affect the net assets of the Funds.

 

E. Short Sales

 

The Funds may engage in short sales against the box (i.e., where the Funds owns or has an unconditional right to acquire at no additional cost a security substantially similar to the security sold short) for hedging purposes to limit exposure to a possible market decline in the value of its portfolio securities. In a short sale, the Funds sells a borrowed security and has a corresponding obligation to the lender to return the identical security. The Funds may also incur an interest expense if a security that has been sold short has an interest payment. When the Funds engages in a short sale, the Funds records a liability for securities sold short and records an asset equal to the proceeds received. The amount of the liability is subsequently marked to market to reflect the market value of the securities sold short. To borrow the security, the Funds also may be required to pay a premium, which would increase the cost of the security sold.

 

F. Dividends and Distributions to Shareholders

 

The Emles Alpha Opportunities ETF, Emles Federal Contractors ETF, Emles Luxury Goods ETF, Emles Made in America ETF, and Emles @Home ETF each expect to declare and pay dividends from net investment income, if any, on a quarterly basis. Emles Real Estate Credit ETF expects to declare and pay dividends from net investment income, if any, on a monthly basis. Each Fund also makes distributions of net capital gains, if any, at least annually. Distributions are recorded on the ex-dividend date. The amount of dividends from net investment income and net realized gains is determined in accordance with federal income tax regulations, which may differ from GAAP. These “book/tax” differences are considered either temporary or permanent in nature. To the extent these differences are permanent in nature (e.g., distributions and income received from pass-through investments), such amounts are reclassified within the capital accounts based on their nature for federal income tax purposes; temporary differences do not require reclassification.

 

49

 

 

Notes to Financial Statements (Continued) June 30, 2022

 

The Funds may own shares of real estate investments trusts (“REITs”) and master limited partnerships (“MLPs”) which report information on the source of their distributions annually. Distributions received from investments in REITs or MLPs in excess of income from underlying investments are recorded as realized gain and/or as a reduction to the cost.

 

G. Derivative Instruments:

 

All open derivative positions at period end are reflected on each Fund’s Schedule of Investments. The following is a description of the derivative instruments utilized by the Funds, including the primary underlying risk exposure related to each instrument type.Options Contracts:

 

Purchased Options Contracts – A Fund pays a premium which is included in “Investments” on the Statement of Assets and Liabilities and marked to market to reflect the current value of the option. Premiums paid for purchasing options that expire are treated as realized losses. When a put option is exercised or closed, premiums paid for purchasing options are offset against proceeds to determine the realized gain/loss on the transaction. A Fund bears the risk of loss of the premium and change in value should the counterparty not perform under the contract.

 

Written Options Contracts – A Fund receives a premium which is recorded as a liability and is subsequently adjusted to the current value of the options written. Premiums received from writing options that expire are treated as realized gains. Premiums received from writing options that are either exercised or closed are offset against the proceeds received or the amount paid on the transaction to determine realized gains or losses. The risk associated with writing an option is that a Fund bears the market risk of an unfavorable change in the price of an underlying asset and is required to buy or sell an underlying asset under the contractual terms of the option at a price different from the current value. As of June 30, 2022, the Funds hold deposits at brokers for written options collateral, which is reported on the Statements of Assets and Liabilities.

 

The gross notional amount of purchased and written option contracts outstanding as of June 30, 2022, and the monthly average notional amount for these contracts for the year ended June 30, 2022, were as follows:

 

    Outstanding
Notional
Amount
    Monthly Average
Notional Amount
 
Purchased Option Contracts:                
Emles Alpha Opportunities ETF   $ 6,396,000     $ 13,944,250  

 

    Outstanding
Notional
Amount
    Monthly Average
Notional Amount
 
Written Option Contracts:                
Emles Alpha Opportunities ETF   $ (132,000 )   $ (5,378,375 )

 

Summary of Derivative Instruments:

 

The following is a summary of the fair value of derivative instruments on the Statements of Assets and Liabilities, categorized by risk exposure, as of June 30, 2022:

 

    Assets     Liabilities  
Fund   Investments,
at value for
Purchased Options
    Written Options,
at Fair Value
 
Equity Risk Exposure:                
Emles Alpha Opportunities ETF   $ 685,240     $ (192 )

 

50

 

 

Notes to Financial Statements (Continued) June 30, 2022

 

The following is a summary of the effect of derivative instruments on the Statements of Operations, categorized by risk exposure, as of June 30, 2022:

 

   

Net Realized

Gains/(Losses) From

 
Fund   Purchased
Option
    Written
Options
 
Equity Risk Exposure:                
Emles Alpha Opportunities ETF   $ (5,233,636 )   $ 808,918  

 

    Net Change in Unrealized
Appreciation/(Depreciation) on Derivatives
Recognized as a Result from Operations
 
Fund  

Purchased

Option

    Written
Options
 
Equity Risk Exposure:                
Emles Alpha Opportunities ETF   $ (633,936 )   $ 1,609  

 

(3) Borrowings and Other Financing Transactions

 

The Funds may engage in borrowing transactions as a means of raising cash to satisfy redemption requests, for other temporary or emergency purposes or, to the extent permitted by their investment policies, to raise additional cash to be invested in other securities or instruments. When the Funds invest borrowing proceeds in other securities, the Funds will bear the risk that the market value of the securities in which such proceeds are invested goes down and is insufficient to repay the borrowed proceeds. The Funds may borrow on a secured or on an unsecured basis. If the Funds enter into a secured borrowing arrangement, a portion of the Funds’ assets will be used as collateral. The 1940 Act requires the Fund to maintain asset coverage of at least 300% of the amount of its borrowings. Asset coverage means the ratio that the value of the total assets, minus liabilities other than borrowings, bears to the aggregate amount of all borrowings. Although complying with this requirement has the effect of limiting the amount that the Funds may borrow, it does not otherwise mitigate the risks of entering into borrowing transactions.

 

Securities lending: The Funds may lend securities to qualified financial institutions, brokers and dealers. Citibank serves as securities lending agent to the Funds pursuant to a Securities Lending Agreement. Loans of securities are terminable at any time and the borrower, after notice, is required to return borrowed securities within the standard time period for settlement of securities transactions. The lending of securities exposes the Funds to risks such as; the borrowers may fail to return the loaned securities or may not be able to provide additional collateral, the Funds may experience delays in recovery of the loaned securities or delays in access to collateral, or the Funds may experience losses related to the investment collateral. To minimize certain risks, loan counterparties pledge cash, securities issued or guaranteed by the U.S. Government and irrevocable letters of credit issued by banks as collateral. The initial collateral received by the Funds is required to have a value of at least 102% of the current value of the loaned securities traded on U.S. exchanges, and a value of at least 105% for non-US securities. Typically the lending agent is not permitted to sell, re-pledge or use cash and non-cash collateral it receives. The lending agent has agreed to indemnify the Funds in the case of default of any securities borrower.

 

Each Fund receives compensation for lending securities from interest or dividends earned on the cash held as collateral, less associated fees and expenses. Such income is reflected in Investment income from securities lending within the Statements of Operations. Cash collateral received is invested in a Citibank DDCA.

 

The value of loaned securities and related cash and non-cash collateral outstanding at June 30, 2022, if any, are shown on a gross basis within the Schedules of Investments and the Statements of Assets and Liabilities.

 

51

 

 

Notes to Financial Statements (Continued) June 30, 2022

 

The following table reflects a breakdown of transactions accounted for as secured borrowings, the gross obligation by the type, and the remaining contractual maturity of those transactions as of June 30, 2022.

 

    Remaining Contractual Maturity of the Agreements  
    Overnight and Continuous     Less Than
30 days
    Between
30 & 90 days
    Greater Than
90 days
    Total  
Emles Alpha Opportunities ETF                                        
Common Stocks   $ 3,981,864     $     $     $     $ 3,981,864  
Total Borrowings   $ 3,981,864     $     $     $     $ 3,981,864  
                                         
Emles Luxury Goods ETF                                        
Common Stocks   $ 116,795     $     $     $     $ 116,795  
Total Borrowings   $ 116,795     $     $     $     $ 116,795  
                                         
Emles Made in America ETF                                        
Common Stocks   $ 47,548     $     $     $     $ 47,548  
Total Borrowings   $ 47,548     $     $     $     $ 47,548  

 

(4) Transactions with Affiliates and Other Service Providers

 

A. Investment Management Fees

 

Emles Advisors LLC serves as investment adviser to the Funds pursuant to a management agreement between the Trust and the Adviser (the “Management Agreement”). Under the Management Agreement, the Adviser is responsible for the overall management of each Fund. The Adviser provides an investment program for each Fund. The Adviser also provides proactive oversight of the buying and selling of securities for each Fund. In addition, the Adviser arranges for, and oversees, transfer agency, custody, fund administration, securities lending, and all other non-distribution-related services necessary for the Funds to operate.

 

Each Fund pays the Adviser an annual unitary management fee, based on a percentage of each Fund’s average daily net assets, which is calculated daily and paid monthly.

 

Fund   Management
Fee Rate
 
Emles Alpha Opportunities ETF     1.75 %
Emles Federal Contractors ETF     0.60 %
Emles Luxury Goods ETF     0.60 %
Emles Made in America ETF     0.49 %
Emles Real Estate Credit ETF     0.48 %
Emles @Home ETF     0.49 %

 

Pursuant to the Management Agreement on behalf of the Funds, the Adviser has agreed to pay all expenses of the Funds, except for: (i) 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); (ii) legal fees or expenses in connection with any arbitration, litigation or pending or threatened arbitration or litigation, including any settlements in connection therewith; (iii) extraordinary expenses (in each case as determined by a majority of the Independent Trustees); (iv) distribution fees and expenses paid by the Trust under any distribution plan adopted pursuant to Rule 12b-1 under the 1940 Act; (v) interest and taxes of any kind or nature (including, but not limited to, income, excise, transfer and withholding taxes);(vi) fees and expenses related to the provision of securities lending services; and (vii) the advisory fee payable to the Adviser. The internal expenses of pooled investment vehicles in which a Fund may invest (acquired fund fees and expenses) are not expenses of such Funds and are not paid by the Adviser. The Adviser pays the compensation of the Independent Trustees out of its unitary fee.

 

52

 

 

Notes to Financial Statements (Continued) June 30, 2022

 

B. Distribution Plan and Distribution Agreement

 

Foreside Financial Services, LLC, a Delaware limited liability company, is the principal underwriter and distributor of each Fund’s Shares. The Distributor does not maintain any secondary market in Fund Shares.

 

The Trust has adopted a Rule 12b-1 Distribution and Service Plan (the “Distribution and Service Plan”) pursuant to which payments of up to 0.25% of average daily net assets may be made to compensate or reimburse financial intermediaries for activities principally intended to result in the sale of Fund Shares. In accordance with the Distribution and Service Plan, the Distributor may enter into agreements with financial intermediaries and dealers relating to distribution and/or marketing services with respect to the Funds.

 

No payments from the Funds are currently planned under the Distribution and Service Plan. The Adviser and its affiliates may, out of their own resources, pay amounts to third parties for distribution or marketing services on behalf of the Funds.

 

C. Other Service Providers

 

Administrator, Custodian, Fund Accountant and Transfer Agent

 

Citi Fund Services Ohio, Inc. serves as administrator and fund accountant for the Funds pursuant to a Services Agreement. Citibank, NA serves as the custodian and transfer agent of the Funds pursuant to a Global Custodial and Agency Services Agreement.

 

Principal Financial Officer and Chief Compliance Officer

 

Certain employees of PINE Advisor Solutions, LLC serve as officers of the Funds.

 

D. Other Related Parties

 

Certain officers and Trustees of the Trust are also employees of the Adviser.

 

(5) Investment Transactions

 

Purchases and sales of investments, excluding in-kind transactions, short-term investments, and U.S. Government securities for the year ended June 30, 2022 were as follows:

 

    Purchases     Sales  
Emles Alpha Opportunities ETF   $ 6,682,284     $ 31,173,827  
Emles Federal Contractors ETF     1,088,810       1,347,814  
Emles Luxury Goods ETF     4,414,642       4,553,534  
Emles Made in America ETF     1,089,496       1,513,023  
Emles Real Estate Credit ETF     1,065,548       7,341,554  
Emles @Home ETF     3,062,682       3,286,066  

 

Purchases and sales of in-kind transactions for the year ended June 30, 2022 were as follows:

 

    Purchases     Sales  
Emles Alpha Opportunities ETF   $ 17,846,644     $ 14,406,542  
Emles Federal Contractors ETF     3,479,387       5,675,161  
Emles Luxury Goods ETF     7,110,883       2,381,548  
Emles Made in America ETF     712,777       4,579,409  
Emles Real Estate Credit ETF            
Emles @Home ETF           3,424,835  

 

53

 

 

Notes to Financial Statements (Continued) June 30, 2022

 

(6) Capital Share Transactions

 

Shares are issued and redeemed by each Fund only in aggregations of a specified number of Shares or multiples thereof at NAV. Except when aggregated in Creation Units, Shares of each Fund are not redeemable. Transactions in Shares for each Fund are disclosed in detail on the Statements of Changes in Net Assets.

 

The consideration for the purchase of Creation Units of a Fund generally consists of the in-kind deposit of a designated basket of securities, which constitutes an optimized representation of the securities of that Fund’s specified universe, and an amount of cash. Investors purchasing and redeeming Creation Units may be charged a transaction fee to cover the transfer and other transactional costs it incurs to issue or redeem Creation Units. The standard transaction fee charge is $250 for Emles Alpha Opportunities ETF, Emles Federal Contractors ETF, Emles Made in America ETF, and Emles @Home ETF. The standard transaction fee charge is $700 for Emles Luxury Goods ETF and $750 for Emles Real Estate Credit ETF.

 

From time to time, settlement of securities related to subscriptions-in-kind or redemptions-in-kind may be delayed. In such cases, securities related to in-kind contributions are reflected as “Due from custodian” and securities related to in-kind redemptions are reflected as “Securities payable related to in-kind transactions” on the Statements of Assets and Liabilities.

 

The Adviser may charge an additional, variable fee (sometimes referred to as a “cash-in-lieu” fee) to the extent a Fund permits Authorized Participants to create or redeem Creation Units for cash, or otherwise substitute cash for any Deposit Security. Such cash-in-lieu fees are payable to a Fund and are charged to defray the transaction cost to a Fund of buying (or selling) Deposit Securities, to cover spreads and slippage costs and to protect existing shareholders. The cash-in-lieu fees will be negotiated between the Adviser and the Authorized Participant and may be different for any given transaction, Business Day or Authorized Participant; however, in no instance will such cash-in-lieu fees exceed 2% of the value of a Creation Unit. From time to time, the Adviser, in its sole discretion, may adjust a Fund’s cash-in-lieu fees or reimburse Authorized Participants for all or a portion of the creation or redemption transaction fees.

 

(7) Federal Income Taxes

 

It is the policy of each Fund to qualify as a regulated investment company by complying with the provisions available to certain investment companies, as defined in applicable sections of the Internal Revenue Code, and to make distributions of net investment income and net realized capital gains sufficient to relieve it from all, or substantially all, federal income taxes.

 

The Trust has evaluated tax positions taken or expected to be taken in the course of preparing each Fund’s tax returns to determine whether it is more-likely-than not (i.e., greater than 50-percent chance) that each tax position will be sustained upon examination by a taxing authority based on the technical merits of the position. A tax position that meets the more-likely-than-not recognition threshold is measured to determine the amount of benefit to recognize in the financial statements. Differences between tax positions taken in a tax return and amounts recognized in the financial statements will generally result in an increase in a liability for taxes payable (or a reduction of a tax refund receivable), including the recognition of any related interest and penalties as an operating expense. Tax positions taken in tax years remain subject to examination by tax authorities (generally three years plus the interim tax period since then for federal income tax purposes). The determination has been made that there are not any uncertain tax positions that would require the Funds to record a tax liability and, therefore, there is no impact to the Funds’ financial statements.

 

As of June 30, 2022, the tax cost of securities and the breakdown of unrealized appreciation/(depreciation) for each Fund were as follows:

 

    Tax Cost of
Securities
    Unrealized
Appreciation
    Unrealized
(Depreciation)
    Net Unrealized
Appreciation/
(Depreciation)
 
Emles Alpha Opportunities ETF   $ 38,829,002     $ 7,086,062     $ (7,451,541 )   $ (365,479 )
Emles Federal Contractors ETF     3,277,021       123,990       (218,431 )     (94,441 )
Emles Luxury Goods ETF     7,387,898             (1,615,717 )     (1,615,717 )
Emles Made in America ETF     3,778,132       470,553       (282,898 )     187,655  
Emles Real Estate Credit ETF     4,829,970             (702,545 )     (702,545 )
Emles @Home ETF     2,568,053       24,096       (498,692 )     (474,596 )

 

54

 

 

Notes to Financial Statements (Continued) June 30, 2022

 

The difference between book-basis and tax-basis unrealized appreciation/depreciation is attributable to wash sale activity and return of capital distributions from REIT securities and other investments.

 

The tax character of distributions paid during the year ended June 30, 2021 and June 30, 2022 were as follows:

 

    Distributions paid from  
    Ordinary
Income
    Net Long
Term Capital Gains
    Total
Taxable Distributions
    Total
Distributions Paid
 
Emles Alpha Opportunities ETF                                
2021   $     $     $     $  
2022     5,709,405       4,146,737       9,856,142       9,856,142  
Emles Federal Contractors ETF                                
2021     92,710             92,710       92,710  
2022     280,245             280,245       280,245  
Emles Luxury Goods ETF                                
2021     104             104       104  
2022     266,146             266,146       266,146  
Emles Made in America ETF                                
2021     107,571             107,571       107,571  
2022     487,130             487,130       487,130  
Emles Real Estate Credit ETF                                
2021     253,490             253,490       253,490  
2022     119,383             119,383       119,383  
Emles @Home ETF                                
2021                        
2022     155,745             155,745       155,745  

 

As of June 30, 2022, the components of Distributable Earnings/(Loss) on a tax basis were as follows:

 

    Undistributed
Ordinary Income
    Undistributed
Long Term
Capital Gains
   

Distributable

Earnings

   

Accumulated
Capital and

Other Losses

    Unrealized
Appreciation/
(Depreciation)
   

Total
Accumulated
Earnings/

(Deficit)

 
Emles Alpha Opportunities ETF   $     $ 112,928     $ 112,928     $ (250,537 )   $ 929,498 (a)   $ 791,889  
Emles Federal Contractors ETF                       (155,633 )     (94,441 )     (250,074 )
Emles Luxury Goods ETF                       (597,441 )     (1,616,165 )(a)     (2,213,606 )
Emles Made in America ETF     2,559             2,559       (836 )     187,655       189,378  
Emles Real Estate ETF     4,137             4,137       (75,923 )     (702,545 )     (774,331 )
Emles @Home ETF     273             273       (666,881 )     (474,596 )     (1,141,204 )

 

(a) Figure differs from tax cost of securities table due to securities sold short, written options and foreign currency transactions not be included in tax basis appreciation/depreciation.

 

55

 

 

Notes to Financial Statements (Continued) June 30, 2022

 

As of the year ended June 30, 2022, the Funds have net capital loss carryforwards (“CLCFs”) not subject to expiration as summarized in the table below. Emles Real Estate Credit ETF utilized CLCF of $57,323 to offset capital gains.

 

    Short Term
Amount
    Long Term
Amount
    Total  
Emles Alpha Opportunities ETF   $     $     $  
Emles Federal Contractors ETF     127,246       28,387       155,633  
Emles Luxury Goods ETF                  
Emles Made in America ETF     836             836  
Emles Real Estate ETF     69,145       6,778       75,923  
Emles @Home ETF     477,618       189,263       666,881  

 

Under current law, capital losses and specified ordinary losses realized after October 31 and non-specified ordinary losses incurred after December 31 (ordinary losses collectively known as “late year ordinary loss”) may be deferred and treated as occurring on the first business day of the following fiscal year. As of the year ended June 30, 2022, the following Funds’ deferred losses are follows:

 

    Post-October
Loss
    Late Year
Ordinary Loss
Deferred
    Total  
Emles Alpha Opportunities ETF   $ (218,609 )   $ (31,928 )   $ (250,537 )
Emles Luxury Goods ETF     (597,441 )           (597,441 )

 

Permanent Tax Differences:

 

As of June 30, 2022, the following reclassifications relating primarily to redemptions in-kind and taxable over distributions have been made to increase (decrease) such accounts with offsetting adjustments as indicated:

 

    Total
Distributable
Earnings/(Loss)
    Paid in
Capital
 
Emles Alpha Opportunities ETF   $ (8,394,116 )   $ 8,394,116  
Emles Federal Contractors ETF     (698,858 )     698,858  
Emles Luxury Goods ETF     58,061       (58,061 )
Emles Made in America ETF     (643,011 )     643,011  
Emles Real Estate Credit ETF            
Emles @Home ETF     (307,550 )     307,550  

 

(8) Investment Risks

 

As with any investment, you could lose all or part of your investment in the Funds and each Fund’s performance could trail that of other investments. The Funds are subject to the principal risks noted below, any of which may adversely affect each Fund’s NAV, trading price, yield, total return and ability to meet its investment objective. A more complete description of principal risks for each Fund is included in the Prospectus.

 

Active Trading Market Risk. Although each Fund’s Shares are listed on the Exchange, it is possible that an active trading market may not be maintained. Although this could happen at any time, it is more likely to occur during times of severe market disruption. If you attempt to sell your ETF Shares when an active trading market is not functioning, you may have to sell at a significant discount to NAV. In extreme cases, you may not be able to sell your shares at all.

 

Concentration Risk. The Funds may be susceptible to an increased risk of loss, including losses due to adverse events that affect each Fund’s investments more than the market as a whole, to the extent that a Fund’s investments are concentrated in the securities of a particular issuer or issuers, country, group of countries, region, market, industry, group of industries, sector or asset class.

 

56

 

 

Notes to Financial Statements (Continued) June 30, 2022

 

Fluctuation of Net Asset Value, Share Premiums and Discounts Risk. The market price of each Fund’s Shares will generally fluctuate in accordance with changes in the Fund’s NAV as well as the relative supply of and demand for Shares on the Exchange. The Adviser cannot predict whether Shares will trade below, at or above their NAV because the Shares trade on the Exchange at market prices and not at NAV. Price differences may be due, in large part, to the fact that supply and demand forces at work in the secondary trading market for Shares will be closely related, but not identical, to the same forces influencing the prices of the holdings of each Fund trading individually or in the aggregate at any point in time. However, given that Shares can only be purchased and redeemed in Creation Units, and only to and from broker dealers and large institutional investors that have entered into participation agreements (unlike Shares of closed-end funds, which frequently trade at appreciable discounts from, and sometimes at premiums to, their NAV), the Adviser believes that large discounts or premiums to the NAV of Shares should not be sustained.

 

Index-Related Risk.1 There is no guarantee that the Funds’ investment results will have a high degree of correlation to those of its Index or that a Fund will achieve its investment objectives. Market disruptions and regulatory restrictions could have an adverse effect on each Fund’s ability to adjust its exposure to the required levels in order to track the Index. Errors in index data, index computations or the construction of the Index in accordance with its methodology may occur from time to time and may not be identified and corrected by the Index Provider for a period of time or at all, which may have an adverse impact on the Fund and its shareholders.

 

Indexing Strategy/Index Tracking Risk.1 The Funds are managed with an indexing investment strategy, attempting to track the performance of an unmanaged index of securities, regardless of the current or projected performance of the applicable Index or of the actual securities comprising the Index. This differs from an actively-managed fund, which typically seeks to outperform a benchmark index. As a result, each Fund’s performance may be less favorable than that of a portfolio managed using an active investment strategy. Errors in Index data, Index computations or the construction of the applicable Index in accordance with its methodology may occur from time to time and may not be identified and corrected by the Index Provider for a period of time or at all, which may have an adverse impact on a Fund and its shareholders. The structure and composition of an Index will affect the performance, volatility, and risk of the Index and, consequently, the performance, volatility, and risk of the Fund that tracks the Index. When there are changes made to the component securities of an Index and the Fund in turn makes similar changes to its portfolio, any transaction costs and market exposure arising from such portfolio changes will be borne directly by the Fund and its shareholders. A Fund may recognize gains as a result of rebalancing or reconstituting its securities holdings to reflect changes in the securities included in its Index. The Funds also may be required to distribute any such gains to its shareholders to avoid adverse federal income tax consequences. While the Adviser seeks to track the performance of each Index (i.e., achieve a high degree of correlation with the Index), the corresponding Fund’s return may not match the return of the Index. The Funds incur a number of operating expenses not applicable to an Index, and incur costs in buying and selling securities. In addition, the Funds may not be fully invested at times, generally as a result of cash flows into or out of the Funds or reserves of cash held by the Funds to meet redemptions. The Adviser may attempt to replicate Index returns by investing in fewer than all of the securities in an Index, or in some securities not included in an Index, potentially increasing the risk of divergence between each Fund’s return and that of its Index.

 

Market and Geopolitical Risk. The increasing interconnectivity between global economies and financial markets increases the likelihood that events or conditions in one region or financial market may adversely impact issuers in a different country, region or financial market. Securities in each Fund’s portfolio may underperform due to inflation (or expectations for inflation), interest rates, global demand for particular products or resources, natural disasters, climate change and climate change related events, pandemics, epidemics, terrorism, regulatory events and governmental or quasi-governmental actions. The occurrence of global events similar to those in recent years may result in market volatility and may have long term effects on both the U.S. and global financial markets. The current novel coronavirus (COVID-19) global pandemic and the aggressive responses taken by many governments, including closing borders, restricting international and domestic travel, and the imposition of prolonged quarantines or similar restrictions, as well as the forced or voluntary closure of, or operational changes to, many retail and other businesses, has had negative impacts, and in many cases severe negative impacts, on markets worldwide. It is not known how long such impacts, or any future impacts of other significant events described above, will or would last, but there could be a prolonged period of global economic slowdown, which may impact your Fund investment.

 

1 These risk factors apply only to Emles Federal Contractors ETF, Emles Luxury Goods ETF, Emles Made in America ETF, Emles Real Estate ETF, and Emles @Home ETF.

 

57

 

 

Notes to Financial Statements (Concluded) June 30, 2022

 

Non-Diversification Risk. Each Fund is classified as “non-diversified” under the 1940 Act. As a result, each Fund is only limited as to the percentage of its assets which may be invested in the securities of any one issuer by the diversification requirements imposed by the Internal Revenue Code of 1986, as amended. The Funds may invest a relatively high percentage of their assets in a limited number of issuers. As a result, each Fund may be more susceptible to a single adverse economic or regulatory occurrence affecting one or more of these issuers, experience increased volatility and be highly invested in certain issuers.

 

Trading Issues Risk. Although the Shares of the Funds are listed for trading on the Exchange, there can be no assurance that an active trading market for such Shares will develop or be maintained. Trading in Shares on the Exchange may be halted due to market conditions or for reasons that, in the view of the Exchange, make trading in Shares inadvisable. In addition, trading in Shares on the Exchange is subject to trading halts caused by extraordinary market volatility pursuant to the Exchange’s “circuit breaker” rules. Market makers are under no obligation to make a market in the Shares, and authorized participants are not obligated to submit purchase or redemption orders for Creation Units. In the event market makers cease making a market in the Shares or Authorized Participants stop submitting purchase or redemption orders for Creation Units, each Fund’s Shares may trade at a larger premium or discount to their NAV. There can be no assurance that the requirements of the Exchange necessary to maintain the listing of each Fund will continue to be met or will remain unchanged. Each Fund may have difficulty maintaining its listing on the Exchange in the event the Fund’s assets are small or the Fund does not have enough shareholders.

 

(9) Uncertainty

 

Due to current level of net assets at year end and the lack of creations and growth during the year, management and the Board are considering strategic alternatives for the Funds.

 

(10) Subsequent Events

 

Management of the Funds has evaluated the need for disclosures and/or adjustments resulting from subsequent events through the date these financial statements were issued. Based upon this evaluation, no additional disclosures or adjustments were required to the financial statements as of June 30, 2022.

 

58

 

 

Report of Independent Registered Public Accounting Firm June 30, 2022

 

To the Shareholders of Emles Alpha Opportunities ETF, Emles Federal Contractors ETF, Emles Luxury Goods ETF, Emles Made in America ETF, Emles Real Estate Credit ETF, Emles @Home ETF and Board of Trustees of Emles Trust

 

Opinion on the Financial Statements

 

We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of Emles Trust comprising the funds listed below (the “Funds”) as of June 30, 2022, 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 June 30, 2022, 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.

 

Fund Name   Statements of Operations   Statements of
Changes in Net Assets
  Financial Highlights

Emles Federal Contractors ETF, Emles Made in America ETF, Emles Real Estate Credit ETF, and Emles @Home ETF

  For the year ended June 30, 2022   For the year ended June 30, 2022 and for the period from October 14, 2020 (commencement of operations) through June 30, 2021
         
Emles Luxury Goods ETF   For the year ended June 30, 2022   For the year ended June 30, 2022 and for the period from November 24, 2020 (commencement of operations) through June 30, 2021
         
Emles Alpha Opportunities ETF   For the year ended June 30, 2022   For the year ended June 30, 2022 and for the period from June 9, 2021 (commencement of operations) through June 30, 2021

 

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 June 30, 2022, by correspondence with the custodian and brokers. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

We have served as the Funds’ auditor since 2020.

 

 

COHEN & COMPANY, LTD.

Cleveland, Ohio

August 29, 2022

 

59

 

 

Board of Trustees and Trust Officers (Unaudited)  

 

Board members of the Trust, together with information as to their positions with the Trust, principal occupations and other board memberships, are shown below. Each Trustee’s mailing address is c/o Emles Advisors LLC, 437 Madison Avenue, 17th Floor, New York, NY 10022. The Funds’ Statement of Additional Information includes additional information about each Trustee, and is available, without charge at www.emles.com, and upon request, by calling (833) 673-2661.

 

Independent Trustees
Name and
Year of Birth
  Positions Held
and Length of
Time Served(1)
  Principal Occupations
During Past 5 Years
  Number of
Portfolios
in Fund
Complex(2)
Overseen by
Trustee
  Other Directorships
Held in the
Past 5 Years
Albert Bellas
Year: 1942
  Trustee, Since July 2020   Senior Managing Director, Klingenstein Fields Advisors LLC (2019 to Present); Founder and Managing Director, The Solaris Group LLC (2004 to 2019)   6   None.
                 
Peter Lebovitz
Year: 1955
  Trustee, Since July 2020   Managing Director, Harkness Partners (Consulting) (2010 to Present)   6   Artisan Partners Funds (since 2014); Weiss Strategic Interval Fund (2017 to 2020).
                 
Wendy Wachtell
Year: 1961
  Trustee, Since July 2020   President, Joseph Drown Foundation (1988 to Present); Vice Chair, Harvard-Westlake School (2005 to Present); Co-Chair, The Rape Foundation (2012 to Present); President, Los Angeles Premier Water Polo Club (2012 to Present); President, Princeton Men’s Water Polo (2013 to Present)   6   None.

 

(1) Each Trustee serves until resignation or removal from the Board.
(2) The Fund Complex includes all Funds within the Trust.

 

60

 

 

Board of Trustees and Trust Officers (Unaudited) (Continued)

 

 

Interested Trustees and Officers
Name and
Year of Birth
  Positions Held
and Length of
Time Served(1)
  Principal Occupations
During Past 5 Years
  Number of
Portfolios
in Fund
Complex(2)
Overseen by
Trustee
  Other Directorships
Held in the
Past 5 Years
Gabriel Hammond(3)
Year: 1979
  Trustee, President and Chief Executive Officer, Since July 2020   Chief Executive Officer, Emles Advisors (2018 to Present); Chief Executive Officer, Broad Green Pictures (2015 to 2018); Founder, Alerian (2004 to 2018)   6   None.
                 
Davendra Saxena
Year: 1979
  Secretary, Since July 2020   Chief Financial Officer, Emles Advisors (2018 to Present); Chief Financial Officer, Hammond Beverage Group (2019 to Present); Trustee, Yleana Arce Foundation (2018 to Present); Chief Financial Officer, Alerian (2015 to 2018); Chief Financial Officer, Broad Green Pictures (2015 to 2018); Executive Board Member, Pratham USA, LA Chapter (Charitable Non-Profit) (2015 to Present)   N/A   N/A
                 
Peter Sattelmair
Year: 1977
  Treasurer, Chief Financial Officer and Chief Accounting Officer, Since November 2021   Director of CFO Services, PINE Advisor Solutions (2021 to Present); Director of Fund Administration and Operations, Transamerica Asset Management (2014-2021)   N/A   N/A
                 
Marcie McVeigh
Year: 1979
  Assistant Treasurer, Since July 2020   Director of CFO Services, PINE Advisor Solutions (2020 to Present); Previously, Assistant Vice President and Performance Measurement Manager, Brown Brothers Harriman (2019 to 2020); Senior Financial Reporting Specialist, American Century Investments (2011 to 2018)   N/A   N/A
                 
J.B. Blue
Year: 1977
  Chief Compliance Officer, Since July 2020   Managing Partner, PINE Advisor Solutions (2020 to Present); SVP, Director of Operations, CCO, 361 Capital LLC (2010 to 2018)   N/A   N/A
                 
Tim Darcy
Year: 1977
  Vice President, Since September 2020   Head of ETF Operations, Chief Compliance Officer, Emles Advisors LLC (2020 to Present); Senior ETF Capital Markets Strategist, Invesco US (2019 to 2020); AVP Capital Markets, Beta Solutions, OppenheimerFunds (2017 to 2019); ETF Services Manager, WisdomTree Asset Management (2014 – 2017)   N/A   N/A

 

(1) Each Trustee and officer serves until resignation or removal from the Board.
(2) The Fund Complex includes all Funds within the Trust.
(3) Gabriel Hammond is an interested Trustee because he is the founder and Chief Executive Officer of Emles Advisors, LLC, the adviser to the Funds.

 

The Funds’ SAI includes additional information about the Trustees and is available free of charge, upon request, by calling (833) 673-2661.

 

61

 

 

Additional Information (Unaudited) June 30, 2022

 

Additional Federal Income Tax Information

 

During the fiscal year ended June 30, 2022, the Funds declared short-term realized gain distributions in the following amounts:

 

    Short-Term
Capital Gains
 
Emles Alpha Opportunities ETF   $ 5,678,951  
Emles Federal Contractors ETF     256,790  
Emles Luxury Goods ETF     158,675  
Emles Made in America ETF     422,489  
Emles Real Estate Credit ETF      
Emles @Home ETF     149,472  

 

During the fiscal year ended June 30, 2022, the following percentages of the total ordinary income distributions paid by the Funds qualify for the distributions received deduction available to corporate shareholders.

 

    Distributions
Received
Deduction
 
Emles Alpha Opportunities ETF     13.07 %
Emles Federal Contractors ETF     37.66 %
Emles Luxury Goods ETF     6.96 %
Emles Made in America ETF     35.85 %
Emles Real Estate Credit ETF     %
Emles @Home ETF     20.09 %

 

For the fiscal year ended June 30, 2022, distributions paid by the Funds may be subject to a maximum tax rate of 15%, as provided by the Jobs and Growth Relief Reconciliation Act of 2003. The Funds intend to designate the maximum amount allowable as taxed at a maximum rate of 15%. Complete information will be reported in conjunction with your 2020 Form 1099-DIV.

 

During the fiscal year ended June 30, 2022, the percentages of Qualified Dividend Income are as follows:

 

    Qualified
Dividend
Income
 
Emles Alpha Opportunities ETF     14.31 %
Emles Federal Contractors ETF     37.29 %
Emles Luxury Goods ETF     55.57 %
Emles Made in America ETF     35.76 %
Emles Real Estate Credit ETF     %
Emles @Home ETF     19.79 %

 

62

 

 

Additional Information (Unaudited) (Continued) June 30, 2022

 

During the fiscal year ended June 30, 2022, the following Funds designated the maximum amount allowable as interest-related income:

 

    Qualified
Interest
Income
 
Emles Alpha Opportunities ETF     %
Emles Federal Contractors ETF     %
Emles Luxury Goods ETF     %
Emles Made in America ETF     %
Emles Real Estate Credit ETF     100.00 %
Emles @Home ETF     %

 

The following Funds intend to elect to pass through to shareholders the income tax credit for taxes paid to foreign countries. Foreign source income and foreign tax expense per outstanding share on June 30, 2022, are as follows:

 

   

Foreign

Source
Income
Per Share

    Foreign Tax
Expense
Per Share
 
Emles Alpha Opportunities ETF   $     $  
Emles Federal Contractors ETF            
Emles Luxury Goods ETF     0.52       0.04  
Emles Made in America ETF            
Emles Real Estate Credit ETF            
Emles @Home ETF            

 

Premium/Discount Information

 

The Funds’ website at www.emles.com shows the previous day’s closing NAV and closing market price for the Fund’s ETF Shares. The website also discloses, in the Premium/Discount section, how frequently each Fund’s ETF Shares traded at a premium or discount to NAV (based on closing NAVs and market prices) and the magnitudes of such premiums and discounts.

 

Liquidity Risk Management

 

Emles Trust (the “Trust”) has adopted a liquidity risk management program (the “Program”) pursuant to Rule 22e-4 under the Investment Company Act of 1940, as amended (the “Liquidity Rule”). The Trust’s Board of Trustees (the “Board”) has designated Emles Advisors LLC, the investment adviser (the “Adviser”) to the Trust’s series (each a “Fund”), as the liquidity program administrator (“LPA”) of the Program. Personnel of the Adviser and officers of the Trust conduct the day-to-day operation of the Program pursuant to the Trust’s policies and procedures.

 

Under the Program, the LPA manages the liquidity risk of each Fund of the Trust. Liquidity risk is the risk that a Fund could not meet shareholder redemption requests without significant dilution of remaining shareholders’ interests in that Fund. This risk is managed by monitoring the degree of liquidity of each Fund’s investments, limiting the amount of the Fund’s illiquid investments, and utilizing various risk management tools and facilities available to the Fund for meeting shareholder redemptions, among other means. The LPA’s process for determining the degree of liquidity of each Fund’s investments is supported by a third-party liquidity assessment vendor.

 

On a quarterly basis, the Board reviews reports prepared by the LPA regarding the results of the Program and LPA’s evaluations. These reports include, among other information, the LPA’s evaluation of each Fund’s investment strategy and the liquidity of its portfolio investments including the Fund’s objective, portfolio composition, portfolio concentration and known or identifiable risks to liquidity. The report also includes information about the Program management and operations.

 

There have been no material changes to the Program since the Trust’s commencement of operations. No significant liquidity events impacting any Fund have been noted. In addition, the LPA has provided its assessment that the Program is adequately designed and had been effective in managing each Fund’s liquidity risk and in implementing the requirements of the Liquidity Rule.

 

63

 

 

Additional Information (Unaudited) (Continued) June 30, 2022

 

Portfolio Holdings

 

Each Fund files a complete schedule of investments with the SEC for the first and third quarters of each fiscal year on Form N-PORT. These filings are available on the SEC’s website at http://www.sec.gov. You may also obtain copies by calling the Fund at (833) 673-2661, free of charge.

 

Proxy Voting

 

The Trust’s proxy voting policies, procedures and voting records relating to common stock securities in each Fund’s investment portfolio are available without charge, upon request, by calling the Trust’s toll-free telephone number (833) 673-2661. The Trust will send this information within three business days of receipt of the request, by first class mail or other means designed to ensure prompt delivery.

 

Each Fund’s proxy information is also available on the SEC’s website at http://www.sec.gov. Information regarding how each Fund voted proxies relating to portfolio securities for the most recent 12-month period ended June 30 is available without charge, upon request by calling (833) 673-2661, or referring to the SEC’s website at www.sec.gov.

 

64

 

 

Privacy Notice

 

 

FACTS WHAT DOES EMLES TRUST DO WITH YOUR PERSONAL INFORMATION?

 

Why? Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.
What? The types of personal information we collect and share depend on the product or service you have with us. This information can include:
  Social Security number Purchase History
  Assets Account Balances
  Checking Account Information Account Transactions
  When you are no longer our customer, we continue to share your information as described in this notice.
How? All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons Emles Trust chooses to share; and whether you can limit this sharing.
           
Reasons we can share your personal information Does Emles Trust share? Can you limit this sharing?
For our everyday business purposes –
such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus
Yes No
For our marketing purposes –
to offer our products and services to you
No We don’t share
For joint marketing with other financial companies No We don’t share
For our affiliates’ everyday business purposes –
information about your transactions and experiences
No We don’t share
For our affiliates’ everyday business purposes –
Information about your creditworthiness
No We don’t share
For nonaffiliates to market to you No We don’t share

 

Questions? Call us at (833) 673-2661.

 

65

 

 

Privacy Notice (Continued)

 

 

Who are we Page 2
Who is providing this notice? Emles Trust

 

What we do    
How does Emles Trust protect my personal information?

To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings.

 

Our service providers are held accountable for adhering to strict policies and procedures to prevent any misuse of your nonpublic personal information.

How does Emles Trust collect my personal information? We collect your personal information, for example, when detail is disclosed via an application, in conversation, or regarding your transactions which may include, but is not limited to
  Name, phone number, social security number, assets, income, and date of birth; and
  Account number, balance, payments, parties to transactions, or cost basis information
We also collect your personal information from other companies.
Why can’t I limit all sharing? Federal law gives you the right to limit only
  sharing for affiliates’ everyday business purposes – information about your creditworthiness
  affiliates from using your information to market to you
  sharing for nonaffiliates to market to you
State laws and individual companies may give you additional rights to limit sharing.
       
Definitions  
Affiliates Companies related by common ownership or control. They can be financial and nonfinancial companies.
  Emles Trust does not share with affiliates.
Nonaffiliates Companies not related by common ownership or control. They can be financial and nonfinancial companies.
    Emles Trust does not share with nonaffiliates so they can market to you.
Joint marketing A formal agreement between nonaffiliated financial companies that together market financial products or services to you. 
    Emles Trust doesn’t jointly market.

 

66

 

 

www.emles.com

 

 

INVESTMENT ADVISER

Emles Advisors LLC

101 Greenwich Street, Suite 8C

New York, NY 10006

www.emles.com

Phone: (833) 673-2661

 

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Cohen & Company, Ltd.

1350 Euclid Avenue, Suite 800

Cleveland, OH 44115

 

LEGAL COUNSEL

Thompson Hine LLP

41 South High Street, Suite 1700

Columbus, OH 43215

 

CUSTODIAN & TRANSFER AGENT

Citibank, N.A.

388 Greenwich Street

New York, NY 10013

 

FUND ACCOUNTANT AND FUND ADMINISTRATOR

Citi Fund Services Ohio, Inc.

4400 Easton Commons, Suite 200

Columbus, OH 43219

 

DISTRIBUTOR

Foreside Financial Services, LLC

Three Canal Plaza, Suite 100

Portland, ME 04101

 

BOARD OF TRUSTEES

Gabriel Hammond

Albert Bellas

Peter Lebovitz

Wendy Wachtell

 

OFFICERS

Gabriel Hammond, Chief Executive Officer

Tim Darcy, Vice President

Davendra Saxena, Secretary

Peter Sattelmair, Treasurer, Chief Financial Officer and Chief Accounting Officer

J.B. Blue, Chief Compliance Officer

Marcie McVeigh, Assistant Treasurer

 

 

 

 

Item 2. Code of Ethics.

 

(a) The registrant has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. This code of ethics is included as an Exhibit.

 

(b) During the period covered by the report, with respect to the registrant’s code of ethics that applies to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, there have been no amendments to, not any waivers granted from, a provision that relates to any element of the code of ethics definition enumerated in paragraph (b) of this Item 2.

 

Item 3. Audit Committee Financial Expert.

 

3(a)(1)The registrant’s board of directors has determined that the registrant has at least one audit committee financial expert serving on its audit committee.

 

3(a)(2)The audit committee financial expert is who is “independent” for purposes of this Item 3 of Form N-CSR.

 

Item 4. Principal Accountant Fees and Services.

 

(a)    Audit Fees  $89,000 
(b)    Audit-Related Fees  $0 
(c)    Tax Fees*  $24,000 
(d)    All Other Fees  $0 

 

* Related to the review of the registrant's tax returns.

 

 

 

 

(e)(1) The Audit Committee may pre-approve at any regularly scheduled Audit Committee meeting audit, audit-related, tax and other non-audit services to be rendered or that may be rendered by the Auditor to the Funds and certain non-audit services to be rendered by the Auditor to the Adviser which require pre-approval by the Audit Committee. In connection with such pre-approvals, the Auditor, or a Fund officer, with the assistance of the Auditor, shall provide the Audit Committee with a report containing information about each type of service to be pre-approved at the meeting.

 

Item 5. Audit Committee of Listed Registrants.

 

Not Applicable.

 

Item 6. Investments.

 

(a)The schedules of investments are included as part of the report to shareholders filed under Item 1of this form.

 

(b)Not applicable.

 

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

 

Not Applicable.

 

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

 

Not Applicable.

 

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

 

Not Applicable.

 

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

 

Not Applicable.

 

 

 

 

Item 11. Controls and Procedures.

 

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

 

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

 

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

 

Not applicable.

 

Item 13. Exhibits.

 

(a)(1)The code of ethics that is the subject of the disclosure required by Item 2 is attached hereto.

 

(a)(2)Certifications pursuant to Rule 30a-2(a) are attached hereto.

 

(a)(3)Not applicable.

 

(b)Certifications pursuant to Rule 30a-2(b) are furnished herewith.

 

 

 

 

SIGNATURES

  

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

 

(Registrant) Emles Trust  

  

By (Signature and Title) /s/ Gabriel Hammond  
  Gabriel Hammond, President (Principal Executive Officer)  

  

Date 9/6/2022  

  

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/ Gabriel Hammond  
  Gabriel Hammond, President (Principal Executive Officer)  

 

Date 9/6/2022  

  

By (Signature and Title) /s/ Peter Sattelmair  
  Peter Sattelmair, Treasurer (Principal Financial Officer)  

 

Date 9/6/2022