Table of Contents

LOGO

 

Annual Report   March 31, 2023

ROYCE QUANT

SMALL-CAP QUALITY

VALUE ETF

SQLV

 

 

 

 

 

 

 

LOGO

 

INVESTMENT PRODUCTS: NOT FDIC INSURED • NO BANK GUARANTEE • MAY LOSE VALUE


Table of Contents
What’s inside      
Letter from the president     II  
Fund overview     1  
Fund at a glance     9  
Fund expenses     10  
Fund performance     11  
Schedule of investments     13  
Statement of assets and liabilities     23  
Statement of operations     24  
Statements of changes in net assets     25  
Financial highlights     26  
Notes to financial statements     27  
Report of independent registered public accounting firm     35  
Additional information     36  
Important tax information     42  

Fund objective

The Fund seeks to achieve long-term growth of capital.

 

Letter from the president

 

LOGO

 

Dear Shareholder,

We are pleased to provide the annual report of Royce Quant Small-Cap Quality Value ETF for the twelve-month reporting period ended March 31, 2023. Please read on for a detailed look at prevailing economic and market conditions during the Fund’s reporting period and to learn how those conditions have affected Fund performance.

As always, we remain committed to providing you with excellent service and a full spectrum of investment choices. We also remain committed to supplementing the support you receive from your financial advisor. One way we accomplish this is through our website, www.franklintempleton.com. Here you can gain immediate access to market and investment information, including:

 

 

Fund net asset value and market price,

 

 

Market insights and commentaries from our portfolio managers, and

 

 

A host of educational resources.

We look forward to helping you meet your financial goals.

Sincerely,

 

LOGO

Patrick O’Connor

President and Chief Executive Officer - Investment Management President

April 28, 2023

 

II    Royce Quant Small-Cap Quality Value ETF


Table of Contents

Fund overview

 

Q. What is the Fund’s investment strategy?

A. Royce Quant Small-Cap Quality ETF primarily invests in equity securities of small-capitalization companies that are traded in the United States and meet certain criteria using a proprietary methodology created by the Fund’s subadviser, Royce & Associates, LP (Royce & Associates, LP primarily conducts its business under the name Royce Investment Partners (“Royce” or the “subadviser”)). Under normal market conditions, the Fund invests at least 80% of its net assets, plus borrowings for investment purposes, if any, in equity securities of small-capitalization companies or other instruments with similar characteristics. Small-capitalization companies are U.S.-headquartered companies listed on U.S. exchanges with market capitalizations that are between the 1001st and 3000th largest companies based on descending market capitalization at the time of investment. As of March 31, 2023, the universe was comprised of companies with capitalizations ranging from $50 million to $3.9 billion.

Royce uses a quantitative investment process that seeks to identify stocks with lower than average valuation, higher than average profitability, and higher than average debt coverage (i.e., available cash flow to pay current debt obligations) as compared with other stocks included in the investment universe while maintaining a comparable risk profile. The Fund’s investment universe includes common stocks of U.S.-headquartered companies listed on U.S. exchanges, and excludes royalty companies, American depositary receipts and global depositary receipts, master limited partnerships, stocks with a share price less than or equal to $1.00 at the time of purchase, and stocks deemed by Royce to have insufficient trading volume. The universe is then refined to include stocks with market capitalizations that are between the 1001st and 3000th largest companies based on descending market capitalization at the time of investment. From that universe, real estate investment trusts are excluded.

From the universe of eligible companies, Royce selects securities using its proprietary, rules-based multi-factor scoring system, with all factors described herein measured and determined by Royce, in an effort to identify companies which combine favorable attributes of quality and value, as defined by Royce, compared with companies within the same market sector. Royce ranks the securities in the investment universe within each sector according to the quality and value factors, which yields a model score that determines the securities that are selected for inclusion in the Fund’s portfolio. Sector allocations are determined by the number of companies in each sector. For quality factors, Royce focuses on a company’s profitability (as measured by return on invested capital), the historic stability of its profitability (as measured by variance of return on assets), and debt coverage (as measured by cash flow relative to debt). The debt coverage ratio is used in an attempt to limit the Fund’s exposure to companies that Royce believes may have higher financial risk. For value factors, Royce focuses on the free cash flow of a company (i.e., net cash from operating activities minus capital expenditures) compared to its enterprise value. Enterprise value is determined by adding the company’s outstanding debt (including preferred stock

 

Royce Quant Small-Cap Quality Value ETF 2023 Annual Report       1  


Table of Contents

Fund overview (cont’d)

 

and minority interests) to the company’s market capitalization and then subtracting cash and cash equivalents from the total value.

After the securities are scored by quality and value factors, each security’s momentum score, which is based on the price performance over the most recent 30 days, is used to determine the timing of when the security may be bought or sold for the Fund (i.e., the momentum score is used by Royce to try to determine the opportune time to buy or sell). For example, if a security selected for inclusion in the Fund’s portfolio according to the quality and value factors has exhibited high momentum, Royce may temporarily delay purchasing such security. Conversely, if a security selected for removal from the Fund’s portfolio according to the quality and value factors has exhibited high momentum, Royce will typically sell such security as soon as is practicable.

Position weights of securities within the Fund’s portfolio are determined by Royce by calculating a composite score based on company fundamentals that include book value, revenue, free cash flow, and dividends paid. By using fundamental factors to weight stocks rather than market capitalization, Royce seeks to have lower exposure to overvalued companies while still maintaining broad diversification within the Fund’s portfolio. Royce generally seeks to limit the weight of individual securities in the Fund’s portfolio to no more than 3% of its net assets and to limit sector exposures within the portfolio to no more than 25% of its net assets, each measured at time of investment. Although the Fund primarily invests in equity securities of small-capitalization companies, the Fund may continue to hold or, in some cases, build positions in companies with higher market capitalizations.

Royce’s proprietary, rules-based multi-factor scoring system may incorporate information and data obtained from third-party providers as supplementary to Royce’s own proprietary research and analysis. Royce has the right to change the third-party service providers that support this process at any time.

Royce may seek to sell a security if: (i) the security no longer meets its quality and value criteria; (ii) the security reaches its position size limit in the Fund’s portfolio; (iii) there are adverse policy changes that could affect the security’s outlook; or (iv) better investment opportunities become available. The Fund may engage in active and frequent trading to achieve its investment objective, resulting in high portfolio turnover.

Q. What were the overall market conditions during the Fund’s reporting period?

A. The reporting period from March 31, 2022, through March 31, 2023 was negative for U.S. small-caps as inflation, a hawkish U.S. Federal Reserve (Fed), the ongoing war in Ukraine, and the threat of recession combined to keep investors selling. The Russell 2000® Indexi was down 11.61% for the period and fell 24.71% from its November 8, 2021, peak through March 31, 2023. During the 12-month reporting period, large-cap stocks fared better, with the Russell 1000® Indexii losing 8.39%. Both mega-cap and growth stocks lost more than the large-cap index for the period, with the Russell Top 50® Indexiii falling 9.84% and the Nasdaq Composite Indexiv tumbling 13.25%. The Russell Microcap® Indexv had the most

 

2     Royce Quant Small-Cap Quality Value ETF 2023 Annual Report


Table of Contents

 

difficult 12-month period, falling 17.93%. Thanks to a significant advantage in 2023’s first quarter, the Russell 2000® Growth Indexvi outpaced the Russell 2000® Value Indexvii, down 10.60% versus 12.96% for the period. The first quarter of 2023 reversed a span of outperformance for small-cap value, which had beaten its small-cap growth sibling in eight of the last nine quarters prior to 2023’s first quarter. Within the Russell 2000® Index, results at the sector level were driven by negative returns — and corresponding large detractions from the index’s performance — from the financials, health care sectors, and real estate sectors for the 12-month period. Consumer staples made the only positive contribution, while utilities and materials made the smallest detractions. The three industries that detracted most from performance for the period were banks (financials), software (information technology), and biotechnology (health care). The industries that made the biggest positive contribution were construction & engineering (industrials), beverages (consumer staples), and energy equipment & services (energy).

The second quarter of 2022 offered no safe havens for investors in the U.S. (or anywhere else) as these same factors, along with higher energy prices, conspired to drive stock prices lower — regardless of asset class, style, or geography. The Russell 2000® lost 17.20% for 2022’s second quarter, slightly lagging the large-cap Russell 1000® Index, which fell 16.67% for the same period. For historical context, the second quarter of 2022 ranked eleventh out of 60 down quarters for the Russell 2000® Index since its inception on December 31, 1978. The most notable spreads in performance were not based on capitalization but on style, as growth stocks suffered more than their value siblings across asset classes. With interest rates rising sharply in the quarter, these relative results were consistent with our view that growth stocks face considerable duration exposure, arguably more than investors appreciate. Within small-cap, the Russell 2000® Value Index was down 15.28%, outperforming the Russell 2000® Growth Index — which fell 19.25% — and recording small-cap value’s seventh consecutive quarter of outperformance.

After equity prices moved downward in volatile fashion through the first six months of 2022, the third quarter saw a spirited, but ultimately short-lived, rally that ran through July and into mid-August 2022 before down days returned, negating its midsummer gains. Unlike large-caps, however, small-caps did not reach a new low in 2022’s third quarter as the June 16, 2022 low held in spite of the 17.45% decline for the Russell 2000® from August 15 through September 30, 2022. For 2022’s third quarter as a whole, the Russell 2000® was down 2.19%, ahead of the Russell 1000®, which was down 4.61% for the same period. Negative third-quarter 2022 performance contributed to near-record losses for the small- and large-cap indexes for the first nine months of a calendar year, as the Russell 2000® was down 25.10%, while the Russell 1000® fell 24.59%. The Russell 2000® Value Index lost more than the Russell 2000® Growth Index in 2022’s third quarter, down 4.61% versus a gain of 0.24%. Small-cap value lagging reversed the previous trend of value having the advantage. Additionally, both the brief rally and the quarter overall were dominated by lower-quality small-caps: Companies with negative earnings before interest

 

Royce Quant Small-Cap Quality Value ETF 2023 Annual Report       3  


Table of Contents

Fund overview (cont’d)

 

and taxes (EBIT) outpaced those with earnings, while dividend payers underperformed non-dividend payers. This pattern contrasted with higher-quality small caps leading during the first half of 2022.

Stocks rallied across much of the globe through the first two months of 2022’s fourth quarter before shares began to fall again in December. Still, 2022’s last quarter ended as the only positive quarter of the year for both the Russell 2000®, which rose 6.23%, and Russell 1000® Index, which gained 7.24%. The Russell 2000® Value Index more than doubled the performance of Russell 2000® Growth Index in 2022’s fourth quarter, up 8.42% versus 4.13%. In addition, high-quality small-cap companies — that is, those in the highest quintile of return on invested capital (“ROIC”) within the Russell 2000® Index — had the highest returns in 2022’s fourth quarter, while those in the lowest ROIC quintile had the lowest. This advantage for quality came in a quarter that encompassed a brief rally derailed by a correction. While a similar up and down pattern characterized 2022’s third quarter, that period saw lower-quality small-caps — specifically those with negative earnings before interest and taxes (“EBIT”) — beat companies with earnings. As small-caps with both higher ROIC and earnings also led in 2022’s first half, these stocks generally held up better in 2022 overall compared to their lower-quality, non-earning siblings.

The Russell 2000® gained 2.74% in 2023’s first quarter, a small gain that masked some noteworthy extremes. Small caps first advanced 13.69% year-to-date through February 2, 2023 before continued Fed hawkishness and a resurgence of recession fears combined to drive stock prices lower. These losses were then exacerbated by the failures of Silicon Valley Bank and Signature Bank, along with related worries over the fragile condition of First Republic Bank and Credit Suisse. Investors were concerned, for understandable reasons, that the banking industry might be facing the kind of contagion that threatened the stability of the global economy and financial markets in 2008. Their sizable weightings in regional banks pressured quarterly returns for both the Russell 2000® and Russell 2000® Value indexes. Of course, these wide-ranging moves are becoming something of a norm for the Russell 2000®: in five of the last six quarters, the index experienced an increase of at least 10% and a decline of at least 10% each quarter, while for the last six consecutive quarters small caps have seen either an advance or a loss of at least 10%. With Treasury yields behaving with the sort of high volatility we are used to seeing in speculative equities, it was perhaps not surprising that investors flocked back to the — perceived in our view — safety of mega-cap stocks, such as Meta Platforms, Apple, Microsoft, and Alphabet, all of which rallied through the end of March 2023. The upshot was that small caps were behind their larger and more growth-oriented peers for the quarter, with the Russell 1000® Index up 7.46%, the Russell Top 50® Mega Cap Indexviii up 12.92%, and the Nasdaq Composite up 17.05%. After a mostly steady run of outperforming its growth sibling over the last eight quarters, the Russell 2000® Value took a back seat in 2023’s first quarter, down 0.66% versus a gain of 6.07% for the Russell 2000® Growth Index. This led to the small-cap value index losing, at least for now, certain longer-term advantages. While the Russell 2000® Value Index beat the Russell 2000® Growth Index for the three- and five-year

 

4     Royce Quant Small-Cap Quality Value ETF 2023 Annual Report


Table of Contents

 

periods ended 3/31/23, it trailed small-cap growth for the one- and 10-year periods ended March 31, 2023.

Performance review

For the 12 months ended March 31, 2023, Royce Quant Small-Cap Quality Value ETF generated a -6.88% return on a net asset value (“NAV”)ix basis and -7.17% based on its market pricex per share.

The performance table shows the Fund’s total return for the 12 months ended March 31, 2023 based on its NAV and market price as of March 31, 2023. The Fund’s broad-based market index, the Russell 2000 Index, returned -11.61% over the same time frame. The Lipper Small-Cap Core Funds Category Averagexi returned -7.66% for the same period. Prior to May 10, 2022, the Fund operated as an index based ETF that sought to track the investment results of the Royce Small-Cap Quality Value Index. Please note that Lipper performance returns are based on each fund’s NAV.

 

Performance Snapshot as of March 31, 2023
(unaudited)
 
Royce Quant Small-Cap Quality Value ETF:   6 months     12 months  

$35.50 (NAV)

    13.08     -6.88 %*† 

$35.38 (Market Price)

    12.30     -7.17 %*‡ 
Russell 2000 Index     9.13     -11.61
Lipper Small-Cap Core Funds Category Average     12.83     -7.66

The performance shown represents past performance. Past performance is no guarantee of future results and current performance may be higher or lower than the performance shown above. Principal value and investment returns will fluctuate so shares, when sold, may be worth more or less than their original cost. Performance data current to the most recent month-end is available at www.franklintempleton.com.

Investors buy and sell shares of an exchange-traded fund (“ETF”) at market price (not NAV) in the secondary market throughout the trading day. These shares are not individually available for direct purchase from or direct redemption to the ETF. Market price returns shown are typically based upon the official closing price of the Fund’s shares. These returns do not represent investors’ returns had they traded shares at other times. Performance figures for periods shorter than one year represent cumulative figures and are not annualized.

Information showing the Fund’s net asset value, market price, premiums and discounts, and bid-ask spreads for various time periods is available by visiting the Fund’s website at www.franklintempleton.com.

As of the Fund’s current prospectus dated July 29, 2022, the gross total annual fund operating expense ratio for the Fund was 0.61%.

* Total returns are based on changes in NAV or market price, respectively. Returns reflect the deduction of all Fund expenses. Returns do not reflect the deduction of brokerage commissions or taxes that investors pay on distributions or the sale of shares.

 

Royce Quant Small-Cap Quality Value ETF 2023 Annual Report       5  


Table of Contents

Fund overview (cont’d)

 

† Total return assumes the reinvestment of all distributions, including returns of capital, if any, at NAV.

‡ Total return assumes the reinvestment of all distributions, including returns of capital, if any, at market price, which typically is based upon the official closing price of the Fund’s shares.

Q. What were the leading contributors to performance?

A. Four of the 11 equity sectors in which the Fund held investments finished the 12-month reporting period ended March 31, 2023, in the black, with the largest contributions coming from information technology, industrials, and energy. At the industry level, semiconductors & semiconductor equipment, and electronic equipment, instruments & components (both in information technology), and diversified consumer services (consumer discretionary) contributed most for the 12-month period. Relative to the Russell 2000® Index, the Fund benefited from positive stock selection within the information technology and industrials sectors. Additionally, the Fund benefited relative to the Russell 2000® Index due to exposure to stocks with lower valuation and higher profitability within the small-cap universe.

Q. What were the leading detractors from performance?

A. Seven of the 11 equity sectors in which the Fund held investments finished the 12-month reporting period ended March 31, 2023, in the red, with the largest performance detractions coming from financials and health care, with materials detracting modestly. At the industry level, banks (financials), health care equipment & supplies, and biotechnology (both in health care) detracted most for the 12-month period. Relative to the Russell 2000® Index, health care was the largest detractor due to negative stock selection. The Fund’s relative performance was also hindered slightly by using the short-term momentum factor for timing trades.

Looking for additional information?

The Fund’s daily NAV is available online at www.franklintempleton.com. The Fund is traded under the symbol “SQLV” and its closing market price is available on most financial websites. In a continuing effort to provide information concerning the Fund, shareholders may call 1-877-721-1926 (toll free), Monday through Friday from 8:00 a.m. to 5:30 p.m. Eastern time, for the Fund’s current NAV, market price and other information.

Thank you for your investment in Royce Quant Small-Cap Quality Value ETF. As always, we appreciate that you have chosen us to manage your assets and we remain focused on achieving the Fund’s investment goals.

Sincerely,

Royce & Associates, LP

April 11, 2023

RISKS: The market values of securities or other assets will fluctuate, sometimes sharply and unpredictably, due to changes in general market conditions, overall economic trends or events,

 

6     Royce Quant Small-Cap Quality Value ETF 2023 Annual Report


Table of Contents

 

governmental actions or intervention, actions taken by the U.S. Federal Reserve or foreign central banks, market disruptions caused by trade disputes or other factors, political developments, armed conflicts, economic sanctions and countermeasures in response to sanctions, major cybersecurity events, investor sentiment, the global and domestic effects of a pandemic, and other factors that may or may not be related to the issuer of the security or other asset. The market values of securities or other assets will fluctuate, sometimes sharply and unpredictably, due to changes in general market conditions, overall economic trends or events, governmental actions or intervention, actions taken by the U.S. Federal Reserve or foreign central banks, market disruptions caused by trade disputes or other factors, political developments, armed conflicts, economic sanctions and countermeasures in response to sanctions, major cybersecurity events, investor sentiment, the global and domestic effects of a pandemic, and other factors that may or may not be related to the issuer of the security or other asset. Equity securities are subject to market and price fluctuations. The Fund invests primarily in small-cap stocks, which may involve considerably more risk than investing in larger-cap stocks. The Fund has significant exposure to U.S. issuers. A decrease in imports or exports, changes in trade regulations and/or an economic recession in the United States may have a material adverse effect on the U.S. economy and the securities listed on U.S. exchanges. Diversification does not ensure gains or protect against market declines. Please see the Fund’s prospectus for a more complete discussion of these and other risks and the Fund’s investment strategies.

Portfolio holdings and breakdowns are as of March 31, 2023 and are subject to change and may not be representative of the portfolio managers’ current or future investments. Please refer to pages 13 through 22 for a list and percentage breakdown of the Fund’s holdings.

The mention of sector breakdowns is for informational purposes only and should not be construed as a recommendation to purchase or sell any securities. The information provided regarding such sectors is not a sufficient basis upon which to make an investment decision. Investors seeking financial advice regarding the appropriateness of investing in any securities or investment strategies discussed should consult their financial professional. The Fund’s top five sector holdings (as a percentage of net assets) as of March 31, 2023 were: [sector1] (19.4%), [sector2] (18.4%), [sector3] (15.1%), [sector4] (14.3%) and [sector5] (12.3%). The Fund’s composition may differ over time.

All investments are subject to risk including the possible loss of principal. Past performance is no guarantee of future results. An index is a statistical composite that tracks a specified financial market, sector or rules-based investment process. Unlike a fund, an index does not actually hold a portfolio of securities and therefore does not incur the expenses incurred by a fund. These expenses negatively impact fund performance. All index performance reflects no deduction for fees, expenses or taxes. Please note that an investor cannot invest directly in an index.

The information provided is not intended to be a forecast of future events, a guarantee of future results or investment advice. Views expressed may differ from those of the firm as a whole.

 

Royce Quant Small-Cap Quality Value ETF 2023 Annual Report       7  


Table of Contents

Fund overview (cont’d)

 

 

i 

The Russell 2000® Index measures the performance of the small-cap segment of the U.S. equity universe. The Russell 2000® Index is a subset of the Russell 3000® Index representing approximately 10% of the total market capitalization of that index. It includes approximately 2,000 of the smallest securities based on a combination of their market cap and current index membership. The Russell 3000® Index measures the performance of the 3,000 largest U.S. companies based on total market capitalization, which represents approximately 98% of the U.S. equity market.

 

ii 

The Russell 1000® Index measures the performance of the large-cap segment of the U.S. equity universe. It is a subset of the Russell 3000® Index and includes approximately 1,000 of the largest securities based on a combination of their market cap and current index membership. The Russell 1000® Index represents approximately 90% of the U.S. market.

 

iii 

The Russell Top 50® Index is a market capitalization weighted index of the 50 largest stocks in the Russell 3000® universe of U.S.-based equities. The index can be considered a representation of mega cap stocks.

 

iv 

The Nasdaq Composite Index is a stock market index that consists of the stocks that are listed on the Nasdaq stock exchange.

 

v 

The Russell Microcap Index measures the performance of the microcap segment of the U.S. equity market. It makes up less than 3% of the U.S. equity market. It includes 1,000 of the smallest securities in the Russell 2000® Index based on a combination of their market cap and current index membership and it also includes up to the next 1,000 stocks.

 

vi 

The Russell 2000® Growth Index measures the performance of the small-cap growth segment of the U.S. equity universe. It includes those Russell 2000 Index companies with higher price-to-book ratios and higher forecasted growth values.

 

vii 

The Russell 2000® Value Index measures the performance of those Russell 2000® Index companies with lower price to-book ratios and lower forecasted growth values. (A price-to-book ratio is the price of a stock compared to the difference between a company’s assets and liabilities.

 

viii 

The Russell Top 50® Mega Cap Index is a market-capitalization-weighted index of the 50 largest stocks in the broad-based Russell 3000® universe of U.S.-based equities. The Top 50 index therefore is a mega-cap index.

 

ix 

Net Asset Value (“NAV”) is calculated by subtracting total liabilities from total assets and dividing the results by the number of shares outstanding.

 

x 

Market Price is determined by supply and demand. It is the price at which an investor purchases or sells shares of the Fund. The Market Price may differ from the Fund’s NAV.

 

xi 

Lipper, Inc., a wholly-owned subsidiary of Refinitiv, provides independent insight on global collective investments. Returns are based on the period ended March 31, 2023, including the reinvestment of all distributions, including the returns of capital, if any, calculated among the 925 funds for the six-month period and among the 919 funds for the 12-month period in the Fund’s Lipper category.

 

8     Royce Quant Small-Cap Quality Value ETF 2023 Annual Report


Table of Contents

Fund at a glance (unaudited)

 

Investment breakdown (%) as a percent of total investments

 

LOGO

 

The bar graph above represents the composition of the Fund’s investments as of March 31, 2023 and March 31, 2022. Effective May 10, 2022, the fund is actively managed. As a result, the composition of the Fund’s investments is subject to change at any time.

 

Royce Quant Small-Cap Quality Value ETF 2023 Annual Report       9  


Table of Contents

Fund expenses (unaudited)

 

Example

As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, such as brokerage commissions paid on purchases and sales of Fund shares; and (2) ongoing costs, including management fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other funds.

This example is based on an investment of $1,000 invested on October 1, 2022 and held for the six months ended March 31, 2023.

Actual expenses

The table below titled “Based on actual total return” provides information about actual account values and actual expenses. You may use the information provided in this table, together with the amount you invested, to estimate the expenses that you paid over the period. To estimate the expenses you paid on your account, divide your ending account value by $1,000 (for example, an $8,600 ending account value divided by $1,000 = 8.6), then multiply the result by the number under the heading entitled “Expenses Paid During the Period”.

Hypothetical example for comparison purposes

The table below titled “Based on hypothetical total return” provides information about hypothetical account values and hypothetical expenses based on the actual expense ratio and an assumed rate of return of 5.00% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use the information provided in this table to compare the ongoing costs of investing in the Fund and other funds. To do so, compare the 5.00% hypothetical example relating to the Fund with the 5.00% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table below are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as brokerage commissions paid on purchases and sales of Fund shares. Therefore, the 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 transaction costs were included, your costs would have been higher.

 

Based on actual total return1       Based on hypothetical total return1
Actual
Total
Return2
  Beginning
Account
Value
 

Ending

Account

Value

  Annualized
Expense
Ratio
  Expenses
Paid
During
the
Period3
      Hypothetical
Annualized
Total Return
  Beginning
Account
Value
 

Ending
Account

Value

  Annualized
Expense
Ratio
  Expenses
Paid
During
the
Period3
    13.08%       $ 1,000.00     $ 1,130.80       0.60 %     $ 3.19         5.00 %       $1,000.00       $ 1,021.94       0.60 %     $ 3.02

 

1 

For the six months ended March 31, 2023.

 

2 

Assumes the reinvestment of all distributions, including returns of capital, if any, at net asset value. Total return is not annualized, as it may not be representative of the total return for the year. Performance figures may reflect fee waivers and/or expense reimbursements. In the absence of fee waivers and/or expense reimbursements, the total return would have been lower. Past performance is no guarantee of future results.

 

3 

Expenses (net of fee waivers and/or expense reimbursements) are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year (182), then divided by 365.

 

10     Royce Quant Small-Cap Quality Value ETF 2023 Annual Report


Table of Contents

Fund performance (unaudited)

 

Net Asset Value       
Average annual total returns1        
Twelve Months Ended 3/31/23      -6.88
Five Years Ended 3/31/23      6.97  
Inception date of 7/12/17 through 3/31/23      7.54  
Cumulative total returns1        
Inception date of 7/12/17 through 3/31/23      51.54

 

Market Price       
Average annual total returns2        
Twelve Months Ended 3/31/23      -7.17
Five Years Ended 3/31/23      6.90  
Inception date of 7/12/17 through 3/31/23      7.48  
Cumulative total returns2        
Inception date of 7/12/17 through 3/31/23      51.03

All figures represent past performance and are not a guarantee of future results. Investment returns and principal value of an investment will fluctuate so that an investor’s shares, when sold, may be worth more or less than their original cost. NAV returns assume that dividends and capital gain distributions have been reinvested in the Fund at NAV. The returns shown do not reflect the deduction of brokerage commissions or taxes that investors would pay on distributions or the sale of shares. Performance figures may reflect fee waivers and/or expense reimbursements. In the absence of fee waivers and/or expense reimbursements, the total return would have been lower.

Investors buy and sell shares of the Fund at market price, not NAV, in the secondary market throughout the trading day. These shares are not individually available for direct purchase from or direct redemption to the Fund. The Fund’s per share NAV is the value of one share of the Fund and is calculated by dividing the value of total assets less total liabilities by the number of shares outstanding. The NAV return is based on the NAV of the Fund and effective July 1, 2020, market price returns typically are based upon the official closing price of the Fund’s shares. Prior to July 1, 2020, market price returns generally were based upon the mid-point between the bid and ask on the Fund’s principal trading market when the Fund’s NAV was determined, which was typically 4:00 p.m. Eastern time (U.S.). Market price performance reported for periods prior to July 1, 2020 continue to reflect market prices calculated based upon the mid-point between the bid and ask on the Fund’s principal trading market typically as of 4:00 p.m. Eastern time (U.S.). These returns do not represent investors’ returns had they traded shares at other times. NAV and market price returns assume that dividends and capital gain distributions have been reinvested in the Fund at NAV and market price, respectively. As with other exchange-traded funds, NAV returns and market price returns may differ because of factors such as the supply and demand for Fund shares and investors’ assessment of the underlying value of the Fund’s portfolio securities.

 

1 

Assumes the reinvestment of all distributions, including returns of capital, if any, at net asset value.

 

2 

Assumes the reinvestment of all distributions, including returns of capital, if any, at market price.

 

Royce Quant Small-Cap Quality Value ETF 2023 Annual Report       11  


Table of Contents

Fund performance (unaudited) (cont’d)

 

Historical performance

Value of $10,000 invested in

Royce Quant Small-Cap Quality Value ETF vs. Royce Small-Cap Quality Value Index and Russell 2000 Index† — July 12, 2017 - March 31, 2023

 

LOGO

All figures represent past performance and are not a guarantee of future results. Investment returns and principal value of an investment will fluctuate so that an investor’s shares, when sold, may be worth more or less than their original cost. NAV returns assume that dividends and capital gain distributions have been reinvested in the Fund at NAV. The returns shown do not reflect the deduction of brokerage commissions or taxes that investors would pay on distributions or the sale of shares. Performance figures may reflect fee waivers and/or expense reimbursements. In the absence of fee waivers and/or expense reimbursements, the total return would have been lower.

 

Hypothetical illustration of $10,000 invested in Royce Quant Small-Cap Quality Value ETF on July 12, 2017 (inception date), assuming the reinvestment of all distributions, including returns of capital, if any, at net asset value through March 31, 2023. The hypothetical illustration also assumes a $10,000 investment in the Royce Small-Cap Quality Value Index and the Russell 2000 Index. The Fund’s per share NAV is the value of one share of the Fund and is calculated by dividing the value of total assets less total liabilities by the number of shares outstanding. The NAV return is based on the NAV of the Fund. The Royce Small-Cap Quality Value Index (the “Underlying Index”) is an index composed of equity securities that meet certain criteria – lower than average valuation, higher than average profitability and higher than average debt coverage. The Underlying Index is based on a proprietary methodology created and sponsored by Royce & Associates, LP, the Fund’s subadviser. Effective May 10, 2022, the Fund became actively managed with a new investment objective and management policies. The Fund is no longer managed to track the performance of the Royce Small-Cap Quality Value Index. The Russell 2000 Index measures the 2000 smallest companies in the Russell 3000 Index. The indices are not subject to the same management and trading expenses as a fund. An index is a statistical composite that tracks a specified financial market, sector, or rules-based investment process. Unlike a fund, an index does not actually hold a portfolio of securities and therefore does not incur the expenses incurred by a fund. These expenses negatively impact fund performance. All index performance reflects no deduction for fees, expenses or taxes. Please note that an investor cannot invest directly in an index.

 

12     Royce Quant Small-Cap Quality Value ETF 2023 Annual Report


Table of Contents

Schedule of investments

March 31, 2023

 

Royce Quant Small-Cap Quality Value ETF

(Percentages shown based on Fund net assets)

 

Security   Shares     Value  
Common Stocks — 99.7%                
Communication Services — 7.4%                

Diversified Telecommunication Services — 0.5%

               

EchoStar Corp., Class A Shares

    7,252       $132,639  

Entertainment — 1.0%

               

Playstudios Inc.

    17,332       63,955  

Sciplay Corp., Class A Shares

    6,999       118,703  

Vivid Seats Inc., Class A Shares

    8,495       64,817  

Total Entertainment

            247,475  

Interactive Media & Services — 3.1%

               

Cargurus Inc.

    4,988       93,176  

MediaAlpha Inc., Class A Shares

    7,238       108,425  

Outbrain Inc.

    17,779       73,427  

Shutterstock Inc.

    1,816       131,842  

TripAdvisor Inc.

    4,519       89,747  

Yelp Inc.

    2,732       83,872  

Ziff Davis Inc.

    1,526       119,105  

ZipRecruiter Inc., Class A Shares

    3,923       62,533  

Total Interactive Media & Services

            762,127  

Media — 2.8%

               

Entravision Communications Corp., Class A Shares

    17,191       104,006  

PubMatic Inc., Class A Shares

    3,422       47,292  

Scholastic Corp.

    2,457       84,079  

Sinclair Broadcast Group Inc., Class A Shares

    11,040       189,446  

TEGNA Inc.

    10,683       180,649  

Thryv Holdings Inc.

    3,676       84,769  

Total Media

            690,241  

Total Communication Services

            1,832,482  
Consumer Discretionary — 18.4%                

Automobile Components — 0.7%

               

LCI Industries

    1,625       178,539  

Diversified Consumer Services — 1.6%

               

American Public Education Inc.

    7,910       42,872  

Frontdoor Inc.

    3,761       104,857  

Grand Canyon Education Inc.

    1,166       132,807  

Perdoceo Education Corp.

    8,250       110,798  

Total Diversified Consumer Services

            391,334  

Hotels, Restaurants & Leisure — 1.9%

               

Bloomin’ Brands Inc.

    5,857       150,232  

Golden Entertainment Inc.

    2,152       93,634  

 

See Notes to Financial Statements.

 

Royce Quant Small-Cap Quality Value ETF 2023 Annual Report       13  


Table of Contents

Schedule of investments (cont’d)

March 31, 2023

 

Royce Quant Small-Cap Quality Value ETF

(Percentages shown based on Fund net assets)

 

Security   Shares     Value  

Hotels, Restaurants & Leisure — continued

               

Red Rock Resorts Inc., Class A Shares

    3,264     $ 145,476  

SeaWorld Entertainment Inc.

    1,548       94,908  

Total Hotels, Restaurants & Leisure

            484,250  

Household Durables — 4.2%

               

Ethan Allen Interiors Inc.

    4,332       118,957  

GoPro Inc., Class A Shares

    15,496       77,945  

Installed Building Products Inc.

    1,214       138,432  

La-Z-Boy Inc.

    4,592       133,535  

MDC Holdings Inc.

    4,630       179,968  

Skyline Champion Corp.

    1,900       142,937  

Taylor Morrison Home Corp., Class A Shares

    5,758       220,301  

Tupperware Brands Corp.

    9,205       23,013  

Total Household Durables

            1,035,088  

Leisure Products — 2.1%

               

MasterCraft Boat Holdings Inc.

    3,080       93,724  

Smith & Wesson Brands Inc.

    8,002       98,504  

Sturm Ruger & Co. Inc.

    2,163       124,243  

Vista Outdoor Inc.

    4,053       112,309  

YETI Holdings Inc.

    2,506       100,240  

Total Leisure Products

            529,020  

Specialty Retail — 6.4%

               

Asbury Automotive Group Inc.

    983       206,430  

Big 5 Sporting Goods Corp.

    8,304       63,858  

Buckle Inc.

    4,551       162,425  

Chico’s FAS Inc.

    19,528       107,404  

Children’s Place Inc.

    2,679       107,830  

Group 1 Automotive Inc.

    1,045       236,609  

Haverty Furniture Cos. Inc.

    3,829       122,183  

MarineMax Inc.

    3,241       93,179  

OneWater Marine Inc., Class A Shares

    2,573       71,967  

Revolve Group Inc.

    3,130       82,319  

Shoe Carnival Inc.

    4,074       104,498  

Torrid Holdings Inc.

    11,210       48,876  

Winmark Corp.

    337       107,985  

Zumiez Inc.

    3,735       68,873  

Total Specialty Retail

            1,584,436  

Textiles, Apparel & Luxury Goods — 1.5%

               

Kontoor Brands Inc.

    3,573       172,897  

 

See Notes to Financial Statements.

 

14     Royce Quant Small-Cap Quality Value ETF 2023 Annual Report


Table of Contents

 

 

Royce Quant Small-Cap Quality Value ETF

(Percentages shown based on Fund net assets)

 

Security   Shares     Value  

Textiles, Apparel & Luxury Goods — continued

               

Movado Group Inc.

    2,980     $ 85,735  

Oxford Industries Inc.

    1,166       123,118  

Total Textiles, Apparel & Luxury Goods

            381,750  

Total Consumer Discretionary

            4,584,417  
Consumer Staples — 3.1%                

Beverages — 0.7%

               

National Beverage Corp.

    3,368       177,561  * 

Personal Care Products — 1.7%

               

BellRing Brands Inc.

    3,422       116,348  

Medifast Inc.

    887       91,955  

Olaplex Holdings Inc.

    28,475       121,588  

USANA Health Sciences Inc.

    1,473       92,652  

Total Personal Care Products

            422,543  

Tobacco — 0.7%

               

Vector Group Ltd.

    14,887       178,793  

Total Consumer Staples

            778,897  
Energy — 2.8%                

Energy Equipment & Services — 1.1%

               

Cactus Inc., Class A Shares

    2,298       94,747  

Helix Energy Solutions Group Inc.

    22,430       173,608  

Total Energy Equipment & Services

            268,355  

Oil, Gas & Consumable Fuels — 1.7%

               

Chord Energy Corp.

    985       132,581  

Peabody Energy Corp.

    6,417       164,275  

REX American Resources Corp.

    2,636       75,364  

SandRidge Energy Inc.

    3,664       52,798  

Total Oil, Gas & Consumable Fuels

            425,018  

Total Energy

            693,373  
Financials — 19.4%                

Banks — 5.9%

               

Bankwell Financial Group Inc.

    2,050       50,963  

Civista Bancshares Inc.

    3,400       57,392  

Customers Bancorp Inc.

    3,048       56,449  

Financial Institutions Inc.

    3,278       63,200  

First Business Financial Services Inc.

    2,031       61,966  

First Internet Bancorp

    1,794       29,870  

FS Bancorp Inc.

    2,268       68,063  

Hanmi Financial Corp.

    3,798       70,529  

HomeStreet Inc.

    2,522       45,371  

 

See Notes to Financial Statements.

 

Royce Quant Small-Cap Quality Value ETF 2023 Annual Report       15  


Table of Contents

Schedule of investments (cont’d)

March 31, 2023

 

Royce Quant Small-Cap Quality Value ETF

(Percentages shown based on Fund net assets)

 

Security   Shares     Value  

Banks — continued

               

Independent Bank Corp.

    4,118     $ 73,177  

Luther Burbank Corp.

    7,193       68,190  

Metrocity Bankshares Inc.

    3,927       67,112  

Midland States Bancorp Inc.

    3,800       81,396  

MidWestOne Financial Group Inc.

    2,818       68,815  

Northeast Bank

    1,534       51,634  

PacWest Bancorp

    6,259       60,900  

Parke Bancorp Inc.

    3,160       56,185  

PCB Bancorp

    3,517       50,961  

RBB Bancorp

    3,772       58,466  

Summit Financial Group Inc.

    2,629       54,552  

Unity Bancorp Inc.

    2,390       54,516  

Western Alliance Bancorp

    6,134       218,002  

Total Banks

            1,467,709  

Capital Markets — 4.1%

               

Artisan Partners Asset Management Inc., Class A Shares

    4,840       154,783  

Cohen & Steers Inc.

    1,873       119,797  

Diamond Hill Investment Group Inc.

    589       96,938  

Donnelley Financial Solutions Inc.

    2,150       87,849  

Evercore Inc., Class A Shares

    1,668       192,454  

Moelis & Co., Class A Shares

    4,223       162,332  

Open Lending Corp., Class A Shares

    9,726       68,471  

Victory Capital Holdings Inc., Class A Shares

    4,249       124,368  

Total Capital Markets

            1,006,992  

Consumer Finance — 0.7%

               

Atlanticus Holdings Corp.

    3,048       82,692  

Green Dot Corp., Class A Shares

    4,871       83,684  

Total Consumer Finance

            166,376  

Financial Services — 4.4%

               

Cass Information Systems Inc.

    2,161       93,593  

Enact Holdings Inc.

    7,372       168,524  

Jackson Financial Inc., Class A Shares

    7,434       278,106  

Merchants Bancorp

    4,013       104,498  

MGIC Investment Corp.

    13,280       178,218  

NMI Holdings Inc., Class A Shares

    5,105       113,995  

Radian Group Inc.

    7,332       162,037  

Total Financial Services

            1,098,971  

Insurance — 4.3%

               

American Equity Investment Life Holding Co.

    4,793       174,897  

Brighthouse Financial Inc.

    3,744       165,148  

 

See Notes to Financial Statements.

 

16     Royce Quant Small-Cap Quality Value ETF 2023 Annual Report


Table of Contents

 

 

Royce Quant Small-Cap Quality Value ETF

(Percentages shown based on Fund net assets)

 

Security   Shares     Value  

Insurance — continued

               

F&G Annuities & Life Inc.

    10,133     $ 183,610  

Genworth Financial Inc., Class A Shares

    48,192       241,924  

Investors Title Co.

    617       93,167  

Oscar Health Inc., Class A Shares

    17,110       111,899  

Stewart Information Services Corp.

    2,492       100,552  

Total Insurance

            1,071,197  

Total Financials

            4,811,245  
Health Care — 14.3%                

Biotechnology — 3.3%

               

Anika Therapeutics Inc.

    2,641       75,849  

Arcus Biosciences Inc.

    3,308       60,338  

Catalyst Pharmaceuticals Inc.

    4,152       68,840  

Dynavax Technologies Corp.

    6,328       62,078  

Eagle Pharmaceuticals Inc.

    2,068       58,669  

Emergent BioSolutions Inc.

    4,654       48,215  

Ironwood Pharmaceuticals Inc.

    8,088       85,086  

Organogenesis Holdings Inc.

    17,968       38,272  

REGENXBIO Inc.

    2,671       50,509  

Vir Biotechnology Inc.

    5,572       129,660  

Xencor Inc.

    2,677       74,662  

XOMA Corp.

    2,901       61,240  

Total Biotechnology

            813,418  

Health Care Equipment & Supplies — 4.8%

               

AngioDynamics Inc.

    2,993       30,948  

Atrion Corp.

    121       75,977  

Avanos Medical Inc.

    3,664       108,967  

Embecta Corp.

    3,130       88,016  

Heska Corp.

    722       70,482  

Inogen Inc.

    2,346       29,278  

iRadimed Corp.

    1,631       64,180  

LeMaitre Vascular Inc.

    1,400       72,058  

Merit Medical Systems Inc.

    1,592       117,728  

NuVasive Inc.

    1,913       79,026  

Orthofix Medical Inc.

    3,302       55,309  

QuidelOrtho Corp.

    1,488       132,566  

Semler Scientific Inc.

    976       26,157  

Sensus Healthcare Inc.

    2,453       12,780  

Surmodics Inc.

    1,516       34,534  

Utah Medical Products Inc.

    678       64,254  

 

See Notes to Financial Statements.

 

Royce Quant Small-Cap Quality Value ETF 2023 Annual Report       17  


Table of Contents

Schedule of investments (cont’d)

March 31, 2023

 

Royce Quant Small-Cap Quality Value ETF

(Percentages shown based on Fund net assets)

 

Security   Shares     Value  

Health Care Equipment & Supplies — continued

               

Varex Imaging Corp.

    3,575     $ 65,029  

Zynex Inc.

    5,145       61,740  

Total Health Care Equipment & Supplies

            1,189,029  

Health Care Providers & Services — 1.4%

               

Enhabit Inc.

    5,658       78,703  

Fulgent Genetics Inc.

    2,380       74,303  

National Research Corp.

    1,862       81,016  

US Physical Therapy Inc.

    1,067       104,470  

Total Health Care Providers & Services

            338,492  

Health Care Technology — 1.2%

               

Computer Programs & Systems Inc.

    2,294       69,279  

HealthStream Inc.

    2,985       80,894  

NextGen Healthcare Inc.

    4,696       81,757  

Veradigm Inc.

    5,729       74,763  

Total Health Care Technology

            306,693  

Life Sciences Tools & Services — 0.4%

               

Cytek Biosciences Inc.

    4,414       40,565  

Maravai LifeSciences Holdings Inc., Class A Shares

    3,833       53,700  

OmniAb Inc., $12.50 EARNOUT

    298       0  *(a)(b)(c)(d)  

OmniAb Inc., $15.00 EARNOUT

    298       0  *(a)(b)(c)(d)  

OmniAb Inc., NASDAQ

    4,158       15,301  

Total Life Sciences Tools & Services

            109,566  

Pharmaceuticals — 3.2%

               

Amphastar Pharmaceuticals Inc.

    2,556       95,850  

Corcept Therapeutics Inc.

    3,181       68,900  

Harmony Biosciences Holdings Inc.

    1,356       44,273  

Innoviva Inc.

    7,214       81,158  

Ligand Pharmaceuticals Inc.

    848       62,379  

Pacira BioSciences Inc.

    1,481       60,440  

Phibro Animal Health Corp., Class A Shares

    5,973       91,506  

Prestige Consumer Healthcare Inc.

    2,072       129,769  

ProPhase Labs Inc.

    5,142       39,182  

SIGA Technologies Inc.

    5,282       30,372  

Supernus Pharmaceuticals Inc.

    2,586       93,691  

Total Pharmaceuticals

            797,520  

Total Health Care

            3,554,718  
Industrials — 15.1%                

Building Products — 1.8%

               

Apogee Enterprises Inc.

    2,426       104,924  

Insteel Industries Inc.

    3,280       91,250  

 

See Notes to Financial Statements.

 

18     Royce Quant Small-Cap Quality Value ETF 2023 Annual Report


Table of Contents

 

 

Royce Quant Small-Cap Quality Value ETF

(Percentages shown based on Fund net assets)

 

Security   Shares     Value  

Building Products — continued

               

Quanex Building Products Corp.

    4,550     $ 97,962  

Simpson Manufacturing Co. Inc.

    1,403       153,825  

Total Building Products

            447,961  

Commercial Services & Supplies — 0.9%

               

Ennis Inc.

    4,357       91,889  

Heritage-Crystal Clean Inc.

    2,310       82,259  

Liquidity Services Inc.

    3,598       47,386  

Total Commercial Services & Supplies

            221,534  

Construction & Engineering — 1.8%

               

Comfort Systems USA Inc.

    1,160       169,314  

MYR Group Inc.

    1,128       142,139  

Sterling Infrastructure Inc.

    3,701       140,194  

Total Construction & Engineering

            451,647  

Electrical Equipment — 1.9%

               

Atkore Inc.

    1,436       201,729  

Encore Wire Corp.

    946       175,322  

GrafTech International Ltd.

    20,172       98,036  

Total Electrical Equipment

            475,087  

Ground Transportation — 1.3%

               

ArcBest Corp.

    1,593       147,225  

Covenant Logistics Group Inc.

    2,723       96,449  

PAM Transportation Services Inc.

    2,389       68,397  

Total Ground Transportation

            312,071  

Machinery — 2.7%

               

Allison Transmission Holdings Inc.

    3,855       174,400  

Hillenbrand Inc.

    3,338       158,655  

Kadant Inc.

    529       110,307  

Mueller Industries Inc.

    2,091       153,647  

Omega Flex Inc.

    714       79,568  

Total Machinery

            676,577  

Marine Transportation — 1.3%

               

Eagle Bulk Shipping Inc.

    2,044       93,002  

Genco Shipping & Trading Ltd.

    7,330       114,788  

Matson Inc.

    1,984       118,385  

Total Marine Transportation

            326,175  

Professional Services — 2.0%

               

CRA International Inc.

    901       97,146  

Forrester Research Inc.

    1,859       60,139  

Heidrick & Struggles International Inc.

    3,278       99,520  

 

See Notes to Financial Statements.

 

Royce Quant Small-Cap Quality Value ETF 2023 Annual Report       19  


Table of Contents

Schedule of investments (cont’d)

March 31, 2023

 

Royce Quant Small-Cap Quality Value ETF

(Percentages shown based on Fund net assets)

 

Security   Shares     Value  

Professional Services — continued

               

Kforce Inc.

    1,647     $ 104,156  

Korn Ferry

    2,378       123,038  

Total Professional Services

            483,999  

Trading Companies & Distributors — 1.4%

               

BlueLinx Holdings Inc.

    1,694       115,124  

Boise Cascade Co.

    2,809       177,669  

Hudson Technologies Inc.

    7,378       64,410  

Total Trading Companies & Distributors

            357,203  

Total Industrials

            3,752,254  
Information Technology — 12.3%                

Communications Equipment — 0.4%

               

NetScout Systems Inc.

    3,337       95,605  * 

Electronic Equipment, Instruments & Components — 2.8%

               

Belden Inc.

    1,690       146,641  

Methode Electronics Inc.

    2,643       115,975  

Sanmina Corp.

    2,948       179,798  

TTM Technologies Inc.

    7,324       98,801  

Vishay Intertechnology Inc.

    6,993       158,182  

Total Electronic Equipment, Instruments & Components

            699,397  

IT Services — 0.3%

               

Hackett Group Inc.

    3,912       72,294  

Semiconductors & Semiconductor Equipment — 4.9%

               

Alpha & Omega Semiconductor Ltd.

    2,516       67,806  

Axcelis Technologies Inc.

    1,296       172,692  

Cohu Inc.

    3,312       127,148  

Kulicke & Soffa Industries Inc.

    2,792       147,110  

MaxLinear Inc.

    2,548       89,715  

NVE Corp.

    1,464       121,497  

Photronics Inc.

    5,628       93,312  

Power Integrations Inc.

    1,564       132,377  

Semtech Corp.

    2,779       67,085  

SiTime Corp.

    791       112,504  

SMART Global Holdings Inc.

    5,044       86,959  

Total Semiconductors & Semiconductor Equipment

            1,218,205  

Software — 3.3%

               

Adeia Inc.

    7,855       69,595  

American Software Inc., Class A Shares

    4,532       57,148  

CommVault Systems Inc.

    1,557       88,344  

Consensus Cloud Solutions Inc.

    2,982       101,656  

CoreCard Corp.

    1,598       48,148  

 

See Notes to Financial Statements.

 

20     Royce Quant Small-Cap Quality Value ETF 2023 Annual Report


Table of Contents

 

 

Royce Quant Small-Cap Quality Value ETF

(Percentages shown based on Fund net assets)

 

Security   Shares     Value  

Software — continued

               

InterDigital Inc.

    2,264     $ 165,046  

Progress Software Corp.

    2,206       126,735  

Rimini Street Inc.

    12,097       49,840  

Teradata Corp.

    3,158       127,204  

Total Software

            833,716  

Technology Hardware, Storage & Peripherals — 0.6%

               

Avid Technology Inc.

    2,261       72,307  

Immersion Corp.

    7,986       71,395  

Total Technology Hardware, Storage & Peripherals

            143,702  

Total Information Technology

            3,062,919  
Materials — 4.6%                

Chemicals — 2.2%

               

AdvanSix Inc.

    2,760       105,625  

American Vanguard Corp.

    3,740       81,831  

Chase Corp.

    919       96,247  

Intrepid Potash Inc.

    1,793       49,487  

Tronox Holdings PLC

    9,823       141,255  

Valhi Inc.

    3,756       65,392  

Total Chemicals

            539,837  

Metals & Mining — 1.5%

               

Alpha Metallurgical Resources Inc.

    834       130,104  

TimkenSteel Corp.

    5,804       106,445  

Warrior Met Coal Inc.

    3,713       136,304  

Total Metals & Mining

            372,853  

Paper & Forest Products — 0.9%

               

Clearwater Paper Corp.

    2,370       79,206  

Sylvamo Corp.

    3,186       147,384  

Total Paper & Forest Products

            226,590  

Total Materials

            1,139,280  
Real Estate — 1.4%                

Real Estate Management & Development — 1.4%

               

Douglas Elliman Inc.

    19,990       62,169  

Forestar Group Inc.

    7,580       117,945  

Marcus & Millichap Inc.

    2,632       84,513  

Newmark Group Inc., Class A Shares

    11,452       81,080  

Total Real Estate

            345,707  

 

See Notes to Financial Statements.

 

Royce Quant Small-Cap Quality Value ETF 2023 Annual Report       21  


Table of Contents

Schedule of investments (cont’d)

March 31, 2023

 

Royce Quant Small-Cap Quality Value ETF

(Percentages shown based on Fund net assets)

 

Security          Shares     Value  
Utilities — 0.9%                        

Electric Utilities — 0.9%

                       

Genie Energy Ltd., Class B Shares

            7,411     $ 102,420  

Otter Tail Corp.

            1,593       115,126  

Total Utilities

                    217,546  

Total Investments before Short-Term Investments (Cost — $24,887,907)

 

            24,772,838  
     Rate                
Short-Term Investments — 0.3%                        

Dreyfus Treasury Cash Management, Institutional Class (Cost — $79,274)

    4.694     79,274       79,274  (e) 

Total Investments — 100.0% (Cost — $24,967,181)

                    24,852,112  

Liabilities in Excess of Other Assets — (0.0)%††

                    (3,192

Total Net Assets — 100.0%

                  $ 24,848,920  

 

††

Represents less than 0.1%.

 

*

Non-income producing security.

 

(a) 

Security is valued in good faith in accordance with procedures approved by the Board of Trustees (Note 1).

 

(b) 

Security is valued using significant unobservable inputs (Note 1).

 

(c) 

Value is less than $1.

 

(d) 

Restricted security (Note 6).

 

(e) 

Rate shown is one-day yield as of the end of the reporting period.

 

See Notes to Financial Statements.

 

22     Royce Quant Small-Cap Quality Value ETF 2023 Annual Report


Table of Contents

Statement of assets and liabilities

March 31, 2023

 

Assets:         

Investments, at value (Cost — $24,967,181)

   $ 24,852,112  

Dividends and interest receivable

     11,004  

Total Assets

     24,863,116  
Liabilities:         

Investment management fee payable

     14,196  

Total Liabilities

     14,196  
Total Net Assets    $ 24,848,920  
Net Assets:         

Par value (Note 5)

   $ 7  

Paid-in capital in excess of par value

     31,271,613  

Total distributable earnings (loss)

     (6,422,700)  
Total Net Assets    $ 24,848,920  
Shares Outstanding      700,000  
Net Asset Value      $35.50  

 

See Notes to Financial Statements.

 

Royce Quant Small-Cap Quality Value ETF 2023 Annual Report       23  


Table of Contents

Statement of operations

For the Year Ended March 31, 2023

 

Investment Income:         

Dividends

   $ 425,197  

Interest

     1,750  

Total Investment Income

     426,947  
Expenses:         

Investment management fee (Note 2)

     132,687  

Miscellaneous expenses

     6  

Total Expenses

     132,693  
Net Investment Income      294,254  
Realized and Unrealized Loss on Investments (Notes 1 and 3):         

Net Realized Loss From Investment Transactions

     (887,964)  

Change in Net Unrealized Appreciation (Depreciation) From Investments

     (918,740)  
Net Loss on Investments      (1,806,704)  
Decrease in Net Assets From Operations    $ (1,512,450)  

 

See Notes to Financial Statements.

 

24     Royce Quant Small-Cap Quality Value ETF 2023 Annual Report


Table of Contents

Statements of changes in net assets

 

 

For the Year Ended March 31, 2023, the Period Ended
March 31, 2022 and the Year Ended July 31, 2021
   2023      2022†      2021  
Operations:                           

Net investment income

   $ 294,254      $ 173,880      $ 158,928  

Net realized gain (loss)

     (887,964)        1,242,720        4,272,828  

Change in net unrealized appreciation (depreciation)

     (918,740)        (951,866)        2,429,356  

Increase (Decrease) in Net Assets From Operations

     (1,512,450)        464,734        6,861,112  
Distributions to Shareholders From (Note 1):                           

Total distributable earnings

     (300,658)        (189,000)        (142,575)  

Return of capital

     (11,796)                

Decrease in Net Assets From Distributions to Shareholders

     (312,454)        (189,000)        (142,575)  
Fund Share Transactions (Note 5):                           

Net proceeds from sale of shares (450,000, 200,000 and 350,000 shares issued, respectively)

     16,112,292        7,717,633        10,982,654  

Cost of shares repurchased (250,000, 150,000 and 400,000 shares repurchased, respectively)

     (8,758,342)        (5,704,571)        (12,071,990)  

Increase (Decrease) in Net Assets From Fund Share Transactions

     7,353,950        2,013,062        (1,089,336)  

Increase in Net Assets

     5,529,046        2,288,796        5,629,201  
Net Assets:                           

Beginning of period

     19,319,874        17,031,078        11,401,877  

End of period

   $ 24,848,920      $ 19,319,874      $ 17,031,078  

 

 For the period August 1, 2021 through March 31, 2022.

 

See Notes to Financial Statements.

 

Royce Quant Small-Cap Quality Value ETF 2023 Annual Report       25  


Table of Contents

Financial highlights

 

For a share of beneficial interest outstanding throughout each year ended March 31,
unless otherwise noted:
 
     20231     20221,2     20211,3     20201,3     20191,3     20181,3  
Net asset value, beginning of period     $38.64       $37.85       $22.80       $26.21       $30.06       $24.95  
Income (loss) from operations:            

Net investment income

    0.47       0.36       0.35       0.35       0.35       0.31  

Net realized and unrealized gain (loss)

    (3.15)       0.82       15.03       (3.42)       (3.77)       4.91  

Total income (loss) from operations

    (2.68)       1.18       15.38       (3.07)       (3.42)       5.22  
Less distributions from:            

Net investment income

    (0.44)       (0.39)       (0.33)       (0.34)       (0.43)       (0.11)  

Return of capital

    (0.02)                                

Total distributions

    (0.46)       (0.39)       (0.33)       (0.34)       (0.43)       (0.11)  
Net asset value, end of period     $35.50       $38.64       $37.85       $22.80       $26.21       $30.06  

Total return, based on NAV4

    (6.88)     3.15     67.77     (11.71)     (11.29)     20.97
Net assets, end of period (000s)     $24,849       $19,320       $17,031       $11,402       $10,483       $4,509  
Ratios to average net assets:            

Gross expenses

    0.60     0.60 %5       0.60     0.60     0.60     0.60

Net expenses

    0.60       0.60 5       0.60       0.60       0.60       0.60  

Net investment income

    1.33       1.39 5       1.13       1.46       1.30       1.12  
Portfolio turnover rate6     51     73     99     95     87     80

 

1 

Per share amounts have been calculated using the average shares method.

 

2 

For the period August 1, 2021 through March 31, 2022.

 

3 

For the year ended July 31.

 

4 

Performance figures may reflect fee waivers and/or expense reimbursements. In the absence of fee waivers and/or expense reimbursements, the total return would have been lower. The total return calculation assumes that distributions are reinvested at NAV. Past performance is no guarantee of future results. Total returns for periods of less than one year are not annualized.

 

5 

Annualized.

 

6 

Portfolio turnover excludes the value of portfolio securities received or delivered as a result of in-kind fund share transactions.

 

See Notes to Financial Statements.

 

26     Royce Quant Small-Cap Quality Value ETF 2023 Annual Report


Table of Contents

Notes to financial statements

 

1. Organization and significant accounting policies

Royce Quant Small-Cap Quality Value ETF (the “Fund”) is a separate diversified investment series of Legg Mason ETF Investment Trust (the “Trust”). The Trust, a Maryland statutory trust, is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company.

The Fund is an actively managed exchange-traded fund (“ETF”). ETFs are funds that trade like other publicly-traded securities. Unlike shares of a mutual fund, which can be bought from and redeemed by the issuing fund by all shareholders at a price based on net asset value (“NAV”), shares of the Fund may be directly purchased from and redeemed by the Fund at NAV solely by certain large institutional investors who have entered into agreements with the Fund’s distributor (“Authorized Participants”). Also unlike shares of a mutual fund, shares of the Fund are listed on a national securities exchange and trade in the secondary market at market prices that change throughout the day.

Shares of the Fund are listed and traded at market prices on NASDAQ. The market price for the Fund’s shares may be different from the Fund’s NAV. The Fund issues and redeems shares at NAV only in blocks of a specified number of shares or multiples thereof (“Creation Units”). Only Authorized Participants may purchase or redeem Creation Units directly with the Fund at NAV. Creation Units are created and redeemed principally in-kind (although under some circumstances its shares are created and redeemed partially for cash). Except when aggregated in Creation Units, shares of the Fund are not redeemable securities. Shareholders who are not Authorized Participants may not redeem shares directly from the Funds at NAV.

The Fund seeks to achieve long-term growth of capital.

The Fund follows the accounting and reporting guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946, Financial Services – Investment Companies (“ASC 946”). The following are significant accounting policies consistently followed by the Fund and are in conformity with U.S. generally accepted accounting principles (“GAAP”), including, but not limited to, ASC 946. Estimates and assumptions are required to be made regarding assets, liabilities and changes in net assets resulting from operations when financial statements are prepared. Changes in the economic environment, financial markets and any other parameters used in determining these estimates could cause actual results to differ. Subsequent events have been evaluated through the date the financial statements were issued.

(a) Investment valuation. Equity securities for which market quotations are available are valued at the last reported sales price or official closing price on the primary market or exchange on which they trade. The valuations for fixed income securities (which may include, but are not limited to, corporate, government, municipal, mortgage-backed, collateralized mortgage obligations and asset-backed securities) and certain derivative instruments are typically the prices supplied by independent third party pricing services, which may use market prices or broker/dealer quotations or a variety of valuation techniques and methodologies. The independent third party pricing services typically use

 

Royce Quant Small-Cap Quality Value ETF 2023 Annual Report       27  


Table of Contents

Notes to financial statements (cont’d)

 

inputs that are observable such as issuer details, interest rates, yield curves, prepayment speeds, credit risks/spreads, default rates and quoted prices for similar securities. Investments in open-end funds are valued at the closing net asset value per share of each fund on the day of valuation. When the Fund holds securities or other assets that are denominated in a foreign currency, the Fund will use the currency exchange rates, generally determined as of 4:00 p.m. (London Time). If independent third party pricing services are unable to supply prices for a portfolio investment, or if the prices supplied are deemed by the manager to be unreliable, the market price may be determined by the manager using quotations from one or more broker/dealers or at the transaction price if the security has recently been purchased and no value has yet been obtained from a pricing service or pricing broker. When reliable prices are not readily available, such as when the value of a security has been significantly affected by events after the close of the exchange or market on which the security is principally traded, but before the Fund calculates its net asset value, the Fund values these securities as determined in accordance with procedures approved by the Fund’s Board of Trustees.

Pursuant to policies adopted by the Board of Trustees, the Fund’s manager has been designated as the valuation designee and is responsible for the oversight of the daily valuation process. The Fund’s manager is assisted by the Global Fund Valuation Committee (the “Valuation Committee”). The Valuation Committee is responsible for making fair value determinations, evaluating the effectiveness of the Fund’s pricing policies, and reporting to the Fund’s manager and the Board of Trustees. When determining the reliability of third party pricing information for investments owned by the Fund, the Valuation Committee, among other things, conducts due diligence reviews of pricing vendors, monitors the daily change in prices and reviews transactions among market participants.

The Valuation Committee will consider pricing methodologies it deems relevant and appropriate when making fair value determinations. Examples of possible methodologies include, but are not limited to, multiple of earnings; discount from market of a similar freely traded security; discounted cash-flow analysis; book value or a multiple thereof; risk premium/yield analysis; yield to maturity; and/or fundamental investment analysis. The Valuation Committee will also consider factors it deems relevant and appropriate in light of the facts and circumstances. Examples of possible factors include, but are not limited to, the type of security; the issuer’s financial statements; the purchase price of the security; the discount from market value of unrestricted securities of the same class at the time of purchase; analysts’ research and observations from financial institutions; information regarding any transactions or offers with respect to the security; the existence of merger proposals or tender offers affecting the security; the price and extent of public trading in similar securities of the issuer or comparable companies; and the existence of a shelf registration for restricted securities.

For each portfolio security that has been fair valued pursuant to the policies adopted by the Board of Trustees, the fair value price is compared against the last available and next

 

28     Royce Quant Small-Cap Quality Value ETF 2023 Annual Report


Table of Contents

 

available market quotations. The Valuation Committee reviews the results of such back testing monthly and fair valuation occurrences are reported to the Board of Trustees quarterly.

The Fund uses valuation techniques to measure fair value that are consistent with the market approach and/or income approach, depending on the type of security and the particular circumstance. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable securities. The income approach uses valuation techniques to discount estimated future cash flows to present value.

GAAP establishes a disclosure hierarchy that categorizes the inputs to valuation techniques used to value assets and liabilities at measurement date. These inputs are summarized in the three broad levels listed below:

 

 

Level 1 — unadjusted quoted prices in active markets for identical investments

 

 

Level 2 — other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

 

 

Level 3 — significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

The inputs or methodologies used to value securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the inputs used in valuing the Fund’s assets carried at fair value:

 

ASSETS

 
Description   Quoted Prices
(Level 1)
    Other Significant
Observable Inputs
(Level 2)
    Significant
Unobservable
Inputs
(Level 3)
    Total  
Long-Term Investments†:                                

Common Stocks:

                               

Health Care

  $ 3,554,718           $ 0   $ 3,554,718  

Other Common Stocks

    21,218,120                   21,218,120  
Total Long-Term Investments     24,772,838             0     24,772,838  
Short-Term Investments†     79,274                   79,274  
Total Investments   $ 24,852,112           $ 0   $ 24,852,112  

 

See Schedule of Investments for additional detailed categorizations.

 

*

Amount represents less than $1.

(b) Foreign investment risks. The Fund’s investments in foreign securities may involve risks not present in domestic investments. Since securities may be denominated in foreign currencies, may require settlement in foreign currencies or may pay interest or dividends in foreign currencies, changes in the relationship of these foreign currencies to the U.S. dollar can significantly affect the value of the investments and earnings of the Fund. Foreign investments may also subject the Fund to foreign government exchange restrictions,

 

Royce Quant Small-Cap Quality Value ETF 2023 Annual Report       29  


Table of Contents

Notes to financial statements (cont’d)

 

expropriation, taxation or other political, social or economic developments, all of which affect the market and/or credit risk of the investments.

(c) Security transactions and investment income. Security transactions are accounted for on a trade date basis. Interest income (including interest income from payment-in-kind securities), adjusted for amortization of premium and accretion of discount, is recorded on the accrual basis. Dividend income is recorded on the ex-dividend date for dividends received in cash and/or securities. Foreign dividend income is recorded on the ex-dividend date or as soon as practicable after the Fund determines the existence of a dividend declaration after exercising reasonable due diligence. The cost of investments sold is determined by use of the specific identification method. To the extent any issuer defaults or a credit event occurs that impacts the issuer, the Fund may halt any additional interest income accruals and consider the realizability of interest accrued up to the date of default or credit event.

(d) Distributions to shareholders. Distributions from net investment income of the Fund, if any, are declared and paid on a quarterly basis. Distributions of net realized gains, if any, are declared at least annually. Distributions to shareholders of the Fund are recorded on the ex-dividend date and are determined in accordance with income tax regulations, which may differ from GAAP.

(e) Federal and other taxes. It is the Fund’s policy to comply with the federal income and excise tax requirements of the Internal Revenue Code of 1986 (the “Code”), as amended, applicable to regulated investment companies. Accordingly, the Fund intends to distribute its taxable income and net realized gains, if any, to shareholders in accordance with timing requirements imposed by the Code. Therefore, no federal or state income tax provision is required in the Fund’s financial statements.

Management has analyzed the Fund’s tax positions taken on income tax returns for all open tax years and has concluded that as of March 31, 2023, no provision for income tax is required in the Fund’s financial statements. The Fund’s federal and state income and federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state departments of revenue.

(f) Reclassification. GAAP requires that certain components of net assets be reclassified to reflect permanent differences between financial and tax reporting. These reclassifications have no effect on net assets or net asset value per share. During the current year, the following reclassifications have been made:

 

      Total Distributable
Earnings (Loss)
     Paid-in
Capital
 
(a)    $ (1,367,212)      $ 1,367,212  

 

(a) 

Reclassifications are due to book/tax differences in the treatment of an in-kind distribution of securities.

 

30     Royce Quant Small-Cap Quality Value ETF 2023 Annual Report


Table of Contents

 

2. Investment management agreement and other transactions with affiliates

Legg Mason Partners Fund Advisor, LLC (“LMPFA”) is the Fund’s investment manager and Royce & Associates, LP (“Royce”) is the Fund’s subadviser. Western Asset Management Company, LLC (“Western Asset”) manages the portion of the Fund’s cash and short-term instruments allocated to it. LMPFA, Western Asset, and Royce are subsidiaries of Franklin Resources, Inc. (“Franklin Resources”).

LMPFA provides administrative and certain oversight services to the Fund. LMPFA delegates to the subadviser the day-to-day portfolio management of the Fund. The Fund is responsible for paying interest expenses, taxes, brokerage expenses, future 12b-1 fees (if any), acquired fund fees and expenses, extraordinary expenses and the management fee payable to LMPFA under the investment management agreement.

Under the investment management agreement and subject to the general supervision of the Fund’s Board of Trustees, LMPFA provides or causes to be furnished all investment management, supervisory, administrative and other services reasonably necessary for the operation of the Fund, including certain distribution services (provided pursuant to a separate distribution agreement) and investment advisory services (provided pursuant to separate subadvisory agreements) under a unitary fee structure. The Fund pays an investment management fee, calculated daily and paid monthly, at an annual rate of 0.60% of the Fund’s average daily net assets.

As compensation for its subadvisory services, LMPFA pays Royce monthly 90% of the management fee paid by Fund to LMPFA, net of (i) all fees and expenses incurred by LMPFA under the investment management agreement (including without limitation any subadvisory fee paid to another subadviser to the Fund) and (ii) expense waivers, if any, and reimbursements. LMPFA pays Western Asset monthly a fee of 0.02% of the portion of the Fund’s average daily net assets allocated to Western Asset for the management of cash and other short-term instruments, net of expense waivers, if any, and reimbursements.

Franklin Distributors, LLC (“Franklin Distributors”) serves as the distributor of Creation Units for the Fund on an agency basis. Franklin Distributors is an indirect, wholly-owned broker-dealer subsidiary of Franklin Resources.

The Fund’s Board of Trustees has adopted a Rule 12b-1 shareholder services and distribution plan and under that plan, the Fund is authorized to pay service and/or distribution fees calculated at an annual rate of up to 0.25% of its average daily net assets. No service and/or distribution fees are currently paid by the Fund, and there are no current plans to impose these fees.

All officers and one Trustee of the Trust are employees of Franklin Resources or its affiliates and do not receive compensation from the Trust.

 

Royce Quant Small-Cap Quality Value ETF 2023 Annual Report       31  


Table of Contents

Notes to financial statements (cont’d)

 

3. Investments

During the year ended March 31, 2023, the aggregate cost of purchases and proceeds from sales of investments (excluding in-kind transactions and short-term investments) were as follows:

 

Purchases      $ 11,372,054  
Sales        11,069,272  

During the year ended March 31, 2023, in-kind transactions (Note (Note 5)) were as follows:

 

Contributions      $ 15,977,123  
Redemptions        8,675,341  
Realized gain (loss)*        1,471,490  

 

*

Net realized gains on redemptions in-kind are not taxable to the remaining shareholders of the Fund.

The in-kind contributions and in-kind redemptions shown in this table may not agree with the Fund Share Transactions on the Statement of Changes in Net Assets. This table represents the accumulation of the Fund’s daily net shareholder transactions while the Statement of Changes in Net Assets reflects gross shareholder transactions including any cash component of the transactions.

At March 31, 2023, the aggregate cost of investments and the aggregate gross unrealized appreciation and depreciation of investments for federal income tax purposes were as follows:

 

      Cost      Gross
Unrealized
Appreciation
     Gross
Unrealized
Depreciation
     Net
Unrealized
Depreciation
 
Securities    $ 25,489,475      $ 1,824,771      $ (2,462,134)      $ (637,363)  

4. Derivative instruments and hedging activities

During the year ended March 31, 2023, the Fund did not invest in derivative instruments.

 

32     Royce Quant Small-Cap Quality Value ETF 2023 Annual Report


Table of Contents

 

5. Fund share transactions

At March 31, 2023, the Trust had an unlimited number of shares of beneficial interest authorized with a par value of $0.00001 per share. Fund shares are issued and redeemed by the Fund only in Creation Units or Creation Unit aggregations, where 50,000 shares of the Fund constitute a Creation Unit. Such transactions are generally on an in-kind basis, with a separate cash payment, which is a balancing cash component to equate the transaction to the net asset value per share of the Fund on the transaction date. Transactions in capital shares of the Fund are disclosed in detail in the Statement of Changes in Net Assets. Authorized Participants are subject to standard creation and redemption transaction fees to offset transfer and other transaction costs associated with the issuance and redemption of Creation Units. Such transactions fees are treated as increases in capital and are disclosed in the Funds’ Statements of Changes in Net Assets. Creations and redemptions for cash (when cash creations and redemptions are available or specified) may be subject to an additional variable fee.

6. Restricted securities

The following Fund investments are restricted as to resale and, in the absence of readily ascertainable market values, are valued in good faith in accordance with procedures approved by the Board of Trustees.

 

Security    Number of
Shares
     Acquisition
Date
     Cost      Fair Value
at 3/31/2023
     Value Per
Share
     Percent of
Net Assets
 
OmniAb Inc., $12.50 EARNOUT, Common Shares      298        11/22      $ 0 (a)     $ 0 (a)     $ 0.00 (b)       0.00 (c)
OmniAb Inc., $15.00 EARNOUT, Common Shares      298        11/22        0 (a)       0 (a)       0.00 (b)       0.00 (c) 
                       $ 0 (a)     $ 0 (a)                0.00 (c)

 

(a) 

Amount represents less than $1.

 

(b) 

Amount represents less than $0.005 per share.

 

(c) 

Amount represents less than 0.005%.

7. Income tax information and distributions to shareholders

The tax character of distributions paid during the fiscal year ended March 31 and fiscal period ended March 31, 2022 and fiscal year ended July 31, 2021, was as follows:

 

        2023        2022        2021  
Distributions paid from:                                 
Ordinary income      $ 300,658        $ 189,000        $ 142,575  
Tax return of capital        11,796                    
Total distributions paid      $ 312,454        $ 189,000        $ 142,575  

 

Royce Quant Small-Cap Quality Value ETF 2023 Annual Report       33  


Table of Contents

Notes to financial statements (cont’d)

 

As of March 31, 2023, the components of distributable earnings (loss) on a tax basis were as follows:

 

Deferred capital losses*      $ (5,785,337)  
Unrealized appreciation (depreciation)(a)        (637,363)  
Total distributable earnings (loss) — net      $ (6,422,700)  

 

*

These capital losses have been deferred in the current year as either short-term or long-term losses. The losses will be deemed to occur on the first day of the next taxable year in the same character as they were originally deferred and will be available to offset future taxable capital gains.

 

(a) 

The difference between book-basis and tax-basis unrealized appreciation (depreciation) is attributable to the tax deferral of losses on wash sales and other book/tax basis adjustments.

8. Recent accounting pronouncement

In June 2022, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2022-03, Fair Value Measurement (Topic 820) – Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. The amendments in the ASU clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, should not be considered in measuring fair value. The ASU is effective for interim and annual reporting periods beginning after December 15, 2023, with the option of early adoption. Management has reviewed the requirements and believes that the adoption of the ASU will not have a material impact on the financial statements.

 

34     Royce Quant Small-Cap Quality Value ETF 2023 Annual Report


Table of Contents

Report of independent registered public accounting firm

 

To the Board of Trustees of Legg Mason ETF Investment Trust and Shareholders of Royce Quant Small-Cap Quality Value ETF

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Royce Quant Small-Cap Quality Value ETF (one of the funds constituting Legg Mason ETF Investment Trust, referred to hereafter as the “Fund”) as of March 31, 2023, the related statement of operations for the year ended March 31, 2023, the statements of changes in net assets for the year ended March 31, 2023, the period August 1, 2021 through March 31, 2022 and the year ended July 31, 2021, including the related notes, and the financial highlights for the year ended March 31, 2023, the period August 1, 2021 through March 31, 2022, and each of the each of the four years in the period ended July 31, 2021 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of March 31, 2023, the results of its operations for the year ended March 31, 2023, the changes in its net assets for the year ended March 31, 2023, the period August 1, 2021 through March 31, 2022 and the year ended July 31, 2021, and the financial highlights for the year ended March 31, 2023, the period August 1, 2021 through March 31, 2022, and each of the each of the four years in the period ended July 31, 2021 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our 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 Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

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

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of March 31, 2023 by correspondence with the custodian. We believe that our audits provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

San Francisco, California

May 17, 2023

We have served as the auditor of one or more investment companies in the Franklin Templeton Group of Funds since 1948.

 

Royce Quant Small-Cap Quality Value ETF 2023 Annual Report       35  


Table of Contents

Additional information (unaudited)

Information about Trustees and Officers

 

The business and affairs of Royce Quant Small-Cap Quality Value ETF (the “Fund”) are conducted by management under the supervision and subject to the direction of its Board of Trustees. The business address of each Trustee is One Franklin Parkway, San Mateo, California 94403-1906.

Information pertaining to the Trustees and officers of the Fund is set forth below. The Statement of Additional Information includes additional information about Trustees and is available, without charge, upon request by calling the Fund at 1-877-721-1926.

 

Independent Trustees    
Rohit Bhagat  
Year of birth   1964
Position(s) with Trust   Lead Independent Trustee
Term of office1 and length of time served2   Since 2021
Principal occupation(s) during the past five years   Managing Member, Mukt Capital, LLC (private investment firm) (2014-present); Advisor, Optimal Asset Management (investment technology and advisory services company) (2015-present); and formerly, Chairman, Asia Pacific, BlackRock (2009- 2012); Global Chief Operating Officer, Barclays Global Investors (investment management) (2005-2009); and Senior Partner, The Boston Consulting Group (management consulting) (1992-2005)
Number of funds in fund complex overseen by Trustee   59
Other Directorships held by Trustee during the past five years   AssetMark Financial Holdings, Inc. (investment solutions) (2018- present) and PhonePe (payment and financial services) (2020-present); and formerly, Axis Bank (financial) (2013-2021), FlipKart Limited (eCommerce company) (2019-2020), CapFloat Financial Services Pvt., Ltd. (non-banking finance company) (2018) and Zentific Investment Management (hedge fund) (2015-2018)
Deborah D. McWhinney  
Year of birth   1955
Position(s) with Trust   Trustee
Term of office1 and length of time served2   Since 2021
Principal occupation(s) during the past five years   Director of various companies; and formerly, Board Member, Lloyds Banking Group (2015-2018) (financial institution) and Fresenius Medical Group (2016-2018) (healthcare); Chief Executive Officer (2013-2014) and Chief Operating Officer (2011- 2013), CitiGroup Global Enterprise Payments (financial services); and President, Citi’s Personal Banking and Wealth Management (2009-2011)
Number of funds in fund complex overseen by Trustee   59
Other Directorships held by Trustee during the past five years   S&P Global, Inc. (financial information services) (2022-present), Borg Warner (automotive) (2018-present), LegalShield (consumer services) (2020-present); and formerly, IHS Markit (information services) (2015-2022), Fluor Corporation (construction and engineering) (2014-2020) and Focus Financial Partner, LLC (financial services) (2018-2020)

 

36     Royce Quant Small-Cap Quality Value ETF


Table of Contents

 

Independent Trustees (cont’d)    
Anantha K. Pradeep  
Year of birth   1963
Position(s) with Trust   Trustee
Term of office1 and length of time served2   Since 2021
Principal occupation(s) during the past five years   Chief Executive Officer, Smilable, Inc. (technology company) (2014-present); Chief Executive Officer, MachineVantage (technology company) (2018-present); Founder and Managing Partner, Consult Meridian, LLC (consulting company) (2009-present); and formerly, Founder, BoardVantage (board portal solutions provider delivering paperless process for boards and leadership) (2000-2002)
Number of funds in fund complex overseen by Trustee   59
Other Directorships held by Trustee during the past five years   None
 
Interested Trustee and Officer    
Jennifer M. Johnson3  
Year of birth   1964
Position(s) with Trust   Trustee and Chairperson of the Board
Term of office1 and length of time served2   Since 2021
Principal occupation(s) during the past five years   Chief Executive Officer, President and Director, Franklin Resources, Inc.; officer and/or director or trustee, of some of the other subsidiaries of Franklin Resources, Inc. and of certain funds in the Franklin Templeton/Legg Mason fund complex; and formerly, Chief Operating Officer and Executive Vice President, Franklin Resources, Inc. (1994-2015); Executive Vice President of Operations and Technology, Franklin Resources, Inc. (2005-2010); and Senior Vice President, Franklin Resources, Inc. (2003-2005)
Number of funds in fund complex overseen by Trustee   70
Other Directorships held by Trustee during the past five years   None
 
Additional Officers    
Alison E. Baur  
Franklin Templeton  
One Franklin Parkway, San Mateo, CA 94403-1906  
Year of birth   1964
Position(s) with Trust   Vice President
Term of office1 and length of time served2   Since 2021
Principal occupation(s) during the past five years   Deputy General Counsel, Franklin Templeton; and officer of some of the other subsidiaries of Franklin Resources, Inc. and of certain funds in the Franklin Templeton/Legg Mason fund complex

 

Royce Quant Small-Cap Quality Value ETF       37  


Table of Contents

Additional information (unaudited) (cont’d)

Information about Trustees and Officers

 

Additional Officers (cont’d)    
Fred Jensen  
Franklin Templeton  
280 Park Avenue, 8th Floor, New York, NY 10017  
Year of birth   1963
Position(s) with Trust   Chief Compliance Officer
Term of office1 and length of time served2   Since 2021
Principal occupation(s) during the past five years   Director - Global Compliance of Franklin Templeton; Managing Director of Legg Mason & Co.; Director of Compliance, Legg Mason Office of the Chief Compliance Officer; Chief Compliance Officer, Franklin Advisory Services, LLC; Compliance Officer, Franklin Advisers, Inc.; officer of certain funds in the Franklin Templeton/Legg Mason fund complex; formerly, Chief Compliance Officer of Legg Mason Global Asset Allocation; Chief Compliance Officer, Legg Mason Private Portfolio; Chief Compliance Officer to The Reserves Funds (investment adviser, funds and broker-dealer) and Ambac Financial Group (investment adviser, funds and broker-dealer)
Harris Goldblat  
Franklin Templeton  
100 First Stamford Place, 6th Floor, Stamford, CT 06902  
Year of birth   1969
Position(s) with Trust   Vice President and Assistant Secretary
Term of office1 and length of time served2   Since 2021
Principal occupation(s) during the past five years   Associate General Counsel to Franklin Templeton (since 2020); Assistant Secretary of certain funds associated with Legg Mason & Co. or its affiliates (since 2006); formerly, Managing Director and Associate General Counsel of Legg Mason & Co. (2005 to 2020)
Steven J. Gray  
Franklin Templeton  
One Franklin Parkway, San Mateo, CA 94403-1906  
Year of birth   1955
Position(s) with Trust   Vice President
Term of office1 and length of time served2   Since 2021
Principal occupation(s) during the past five years   Senior Associate General Counsel, Franklin Templeton; Assistant Secretary, Franklin Distributors, LLC; and officer of certain funds in the Franklin Templeton/Legg Mason fund complex

 

38     Royce Quant Small-Cap Quality Value ETF


Table of Contents

 

Additional Officers (cont’d)    
Matthew T. Hinkle  
Franklin Templeton  
One Franklin Parkway, San Mateo, CA 94403-1906  
Year of birth   1971
Position(s) with Trust   Chief Executive Officer – Finance and Administration
Term of office1 and length of time served2   Since 2021
Principal occupation(s) during the past five years   Senior Vice President, Franklin Templeton Services, LLC; officer of certain funds in the Franklin Templeton/Legg Mason fund complex; and formerly, Vice President, Global Tax (2012- April 2017) and Treasurer/Assistant Treasurer, Franklin Templeton (2009-2017)
Susan Kerr  
Franklin Templeton  
280 Park Avenue, 8th Floor, New York, NY 10017  
Year of birth   1949
Position(s) with Trust   Vice President – AML Compliance
Term of office1 and length of time served2   Since 2021
Principal occupation(s) during the past five years   Senior Compliance Analyst, Franklin Templeton; Chief Anti-Money Laundering Compliance Officer, Legg Mason & Co., or its affiliates; Anti Money Laundering Compliance Officer; Senior Compliance Officer, LMIS; and officer of certain funds in the Franklin Templeton/Legg Mason fund complex
Thomas C. Mandia  
Franklin Templeton  
100 First Stamford Place, 6th Floor, Stamford, CT 06902  
Year of birth   1962
Position(s) with Trust   Vice President and Assistant Secretary
Term of office1 and length of time served2   Since 2021
Principal occupation(s) during the past five years   Senior Associate General Counsel to Franklin Templeton (since 2020); Secretary of LMPFA (since 2006); Assistant Secretary of certain funds associated with Legg Mason & Co. or its affiliates (since 2006); Secretary of LMAS (since 2002) and LMFAM (formerly registered investment advisers) (since 2013); formerly, Managing Director and Deputy General Counsel of Legg Mason & Co. (2005 to 2020)
David Mann  
Franklin Templeton  
One Franklin Parkway, San Mateo, CA 94403-1906  
Year of birth   1973
Position(s) with Trust   Vice President
Term of office1 and length of time served2   Since March 2023
Principal occupation(s) during the past five years   Head of Global ETF Product and Capital Markets, Franklin Templeton; and officer of certain funds in the Franklin Templeton/Legg Mason fund complex

 

Royce Quant Small-Cap Quality Value ETF       39  


Table of Contents

Additional information (unaudited) (cont’d)

Information about Trustees and Officers

 

Additional Officers (cont’d)    
Todd Mathias  
Franklin Templeton  
One Franklin Parkway, San Mateo, CA 94403-1906  
Year of birth   1983
Position(s) with Trust   Vice President
Term of office1 and length of time served2   Since March 2023
Principal occupation(s) during the past five years   Head of US ETF Product Strategy, Franklin Templeton; and officer of certain funds in the Franklin Templeton/Legg Mason fund complex
Patrick O’Connor  
Franklin Templeton  
One Franklin Parkway, San Mateo, CA 94403-1906  
Year of birth   1967
Position(s) with Trust   President and Chief Executive Officer – Investment Management
Term of office1 and length of time served2   Since 2021
Principal occupation(s) during the past five years   President and Chief Investment Officer, Franklin Advisory Services, LLC; Senior Vice President, Franklin Advisers, Inc.; and officer of certain funds in the Franklin Templeton/Legg Mason fund complex
Vivek Pai  
Franklin Templeton  
300 S.E. 2nd Street, Fort Lauderdale, FL 33301-1923  
Year of birth   1970
Position(s) with Trust   Treasurer, Chief Financial Officer and Chief Accounting Officer
Term of office1 and length of time served2   Since 2021
Principal occupation(s) during the past five years   Treasurer, U.S. Fund Administration & Reporting and officer of certain funds in the Franklin Templeton/Legg Mason fund complex
Navid J. Tofigh  
Franklin Templeton  
One Franklin Parkway, San Mateo, CA 94403-1906  
Year of birth   1972
Position(s) with Trust   Vice President and Secretary
Term of office1 and length of time served2   Since 2021
Principal occupation(s) during the past five years   Senior Associate General Counsel, Franklin Templeton; and officer of certain funds in the Franklin Templeton/Legg Mason fund complex

 

40     Royce Quant Small-Cap Quality Value ETF


Table of Contents

 

Additional Officers (cont’d)    
Lori A. Weber  
Franklin Templeton  
300 S.E. 2nd Street, Fort Lauderdale, FL 33301-1923  
Year of birth   1964
Position(s) with Trust   Vice President
Term of office1 and length of time served2   Since 2021
Principal occupation(s) during the past five years   Senior Associate General Counsel, Franklin Templeton; Assistant Secretary, Franklin Resources, Inc.; Vice President and Secretary, Templeton Investment Counsel, LLC; and officer of certain funds in the Franklin Templeton/Legg Mason fund complex

 

Trustees who are not “interested persons” of the Fund within the meaning of Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”).

 

1 

Each Trustee and officer serves until his or her respective successor has been duly elected and qualified or until his or her earlier death, resignation, retirement or removal.

 

2 

Indicates the earliest year in which the Trustee became a board member for a fund in the Legg Mason fund complex or the officer took such office.

 

3 

Ms. Johnson is an “interested person” of the Fund, as defined in the 1940 Act, because of her position with LMPFA and/or certain of its affiliates.

 

Royce Quant Small-Cap Quality Value ETF       41  


Table of Contents

Important tax information (unaudited)

 

By mid-February, tax information related to a shareholder’s proportionate share of distributions paid during the preceding calendar year will be received, if applicable. Please also refer to www.franklintempleton.com for per share tax information related to any distributions paid during the preceding calendar year. Shareholders are advised to consult with their tax advisors for further information on the treatment of these amounts on their tax returns.

The following tax information for the Fund is required to be furnished to shareholders with respect to income earned and distributions paid during its fiscal year.

The Fund hereby reports the following amounts, or if subsequently determined to be different, the maximum allowable amounts, for the fiscal year ended March 31, 2023:

 

      Pursuant to:      Amount Reported  
Income Eligible for Dividends Received Deduction (DRD)    § 854(b)(1)(A)      $ 401,857  
Qualified Dividend Income Earned (QDI)    § 854(b)(1)(B)      $ 419,638  

 

42     Royce Quant Small-Cap Quality Value ETF


Table of Contents

Royce Quant

Small-Cap Quality Value ETF

 

Trustees

Rohit Bhagat

Deborah D. McWhinney

Anantha K. Pradeep

Jennifer M. Johnson

Chair

Investment manager

Legg Mason Partners Fund Advisor, LLC

Subadviser

Royce & Associates, LP

Custodian

The Bank of New York Mellon

Transfer agent

The Bank of New York Mellon

240 Greenwich Street

New York, NY 10286

Independent registered public accounting firm

PricewaterhouseCoopers LLP

Baltimore, MD

 

Royce Quant Small-Cap Quality Value ETF

The Fund is a separate investment series of Legg Mason ETF Investment Trust, a Maryland statutory trust.

Royce Quant Small-Cap Quality Value ETF

Legg Mason Funds

620 Eighth Avenue, 47th Floor

New York, NY 10018

 

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (“SEC”) for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The Fund’s Forms N-PORT are available on the SEC’s website at www.sec.gov. To obtain information on Form N-PORT, shareholders can call the Fund at 1-877-721-1926.

Information on how the Fund voted proxies relating to portfolio securities during the prior 12-month period ended June 30th of each year and a description of the policies and procedures that the Fund uses to determine how to vote proxies related to portfolio transactions are available (1) without charge, upon request, by calling the Fund at 1-877-721-1926, (2) at www.franklintempleton.com and (3) on the SEC’s website at www.sec.gov.

 

This report is submitted for the general information of the shareholders of Royce Quant Small-Cap Quality Value ETF. This report is not authorized for distribution to prospective investors in the Fund unless preceded or accompanied by a current prospectus.

Investors should consider the Fund’s investment objectives, risks, charges and expenses carefully before investing. The prospectus contains this and other important information about the Fund. Please read the prospectus carefully before investing.

www.franklintempleton.com

© 2023 Franklin Distributors, LLC, Member FINRA/SIPC. All rights reserved.


Table of Contents

www.franklintempleton.com

© 2023 Franklin Distributors, LLC, Member FINRA/SIPC. All rights reserved.

ETFF399959 05/23 SR23-