Security Description		Country		Shares		Value
Common Stocks – 97.9%
Entertainment – 13.4%
Bilibili, Inc., ADR (a)		China		15,327		$	1,123,469
Netflix, Inc. (a)		United States		1,582			1,092,070
Sea Ltd., ADR (a)		Singapore		11,525			3,959,645
							6,175,184
Interactive Media & Services – 8.0%
Alphabet, Inc. Class C (a)		United States		652			1,933,447
Meta Platforms, Inc. Class A (a)		United States		3,730			1,206,916
Tencent Holdings Ltd.		China		8,592			531,267
							3,671,630
Internet & Direct Marketing Retail – 8.9%
Amazon.com, Inc. (a)		United States		481			1,622,139
Meituan Class B (a) (b)		China		59,608			2,065,846
Pinduoduo, Inc., ADR (a)		China		4,450			395,694
							4,083,679
IT Services – 12.2%
Adyen NV (a) (b)		Netherlands		167			504,507
Cloudflare, Inc. Class A (a)		United States		6,417			1,249,518
MongoDB, Inc. Class A (a)		United States		2,662			1,387,674
PayPal Holdings, Inc. (a)		United States		2,475			575,660
Snowflake, Inc. Class A (a)		United States		1,246			440,885
Square, Inc. Class A (a)		United States		1,940			493,730
Twilio, Inc. Class A (a)		United States		3,302			962,071
							5,614,045
Semiconductors & Semiconductor Equipment – 38.3%
Advanced Micro Devices, Inc. (a)		United States		19,182			2,306,252
Marvell Technology, Inc.		United States		40,493			2,773,771
MediaTek, Inc.		Taiwan		31,000			1,017,782
NVIDIA Corp.		United States		16,964			4,337,185
NXP Semiconductors NV		Netherlands		4,254			854,458
QUALCOMM, Inc.		United States		15,741			2,094,183
Taiwan Semiconductor Manufacturing Co. Ltd.		Taiwan		76,000			1,612,457
Xilinx, Inc.		United States		14,500			2,610,000
							17,606,088
Software – 17.1%
Coupa Software, Inc. (a)		United States		538			122,503
Datadog, Inc. Class A (a)		United States		6,261			1,045,900
Elastic NV (a)		United States		8,192			1,421,394
Microsoft Corp.		United States		5,667			1,879,291
ServiceNow, Inc. (a)		United States		1,670			1,165,259
Splunk, Inc. (a)		United States		3,193			526,270
Workday, Inc. Class A (a)		United States		3,491			1,012,320
Zscaler, Inc. (a)		United States		2,115			674,389
							7,847,326
Total Common Stocks (Cost $36,355,855)							44,997,952

Security Description		Country		Principal			Value
Short-Term Investments – 0.5%
Time Deposits – 0.5%
JPMorgan Chase, New York, 0.005%, 11/01/2021 (c)				$	214,977		$	214,977
Total Short-Term Investments (Cost $214,977)								214,977
Total Investments – 98.4% (Cost $36,570,832) #								45,212,929
Other assets in excess of liabilities – 1.6%								749,312
Net Assets – 100.0%							$	45,962,241

ADR – American Depositary Receipt

​ (a)          Non -income producing security.

​ (b)          Restricted security that may be sold to “qualified institutional buyers” pursuant to the conditions of Rule 144A under the Securities Act of 1933, as amended. This security has been deemed liquid pursuant to guidelines approved by the Board of Trustees, unless otherwise noted. At October 31, 2021, the aggregate value of these securities amounted to $2,570,353 or 5.6% of net assets.

​ (c)          Time deposits bear interest at a variable rate that is based on a variety of factors, including but not limited to relevant overnight and short -term reference rates, the range of distribution between and among the interest rates paid by each eligible Institution on their respective deposits, and the weighted average distribution of interest rates on the deposits. The rate shown is as of October 31, 2021.

#      Cost for federal income tax purposes is $36,579,441. Net unrealized appreciation (depreciation) consists of:

		Gross unrealized appreciation		$	10,988,248
		Gross unrealized depreciation			(2,354,760	)
		Net unrealized appreciation		$	8,633,488

Summary of Investments by Sector^
Information Technology		67.6	%
Communication Services		21.4
Consumer Discretionary		8.9
Short-Term Investments		0.5
Other assets in excess of liabilities		1.6
		100.0	%

^     As a percentage of net assets.

ASSETS
Investments in securities of unaffiliated issuers, at value		$	45,212,929
Receivable for investments sold			842,590
Receivable from investment adviser			3,381
Prepaid expenses			2,593
TOTAL ASSETS			46,061,493
LIABILITIES
Payables:
Chief Compliance Officer fees			4,167
Principal Financial Officer fees			4,167
Custody, accounting and administration fees			39,741
Audit fees			15,600
Legal fees			13,174
Shareholder reporting fees			7,336
Transfer agent fees			3,333
Trustee fees			2,844
Other expenses			8,890
TOTAL LIABILITIES			99,252
NET ASSETS		$	45,962,241
COMPONENTS OF NET ASSETS
Paid-in capital			38,357,808
Total distributable earnings			7,604,433
NET ASSETS		$	45,962,241
NET ASSET VALUE PER SHARE
Net Asset Value		$	63.33
Shares of beneficial interest outstanding (unlimited number of Shares authorized, no par value)			725,754
COST OF INVESTMENTS
Investments in securities of unaffiliated issuers, at cost		$	36,570,832

INVESTMENT INCOME:
Dividends from securities of unaffiliated issuers (net of $15,720 foreign withholding tax)		$	159,204
Interest income			13
Total Investment Income			159,217
EXPENSES:
Investment advisory fees			305,215
Chief Compliance Officer fees			25,000
Principal Financial Officer fees			25,000
Custody, accounting and administration fees			97,818
Legal fees			79,065
Trustee fees			38,043
Audit fees			15,600
Shareholder reporting fees			13,207
Transfer agent fees			10,000
Registration fees			4,419
Other expenses			18,910
Total Expenses			632,277
Creation/Redemption Transaction fees waived by the Adviser			(1,000	)
Investment Advisory fee waiver/reimbursement			(324,870	)
Net Expenses			306,407
NET INVESTMENT INCOME (LOSS)			(147,190	)
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY:
Net realized gain (loss) on:
Investments in securities of unaffiliated issuers			(897,436	)
In-kind redemptions			4,576,773
Foreign currency transactions			(725	)
Net realized gain (loss)			3,678,612
Net change in unrealized appreciation (depreciation) on:
Investments in securities of unaffiliated issuers			6,728,938
Net change in unrealized appreciation (depreciation) on investments			6,728,938
NET REALIZED AND UNREALIZED GAIN (LOSS)			10,407,550
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		$	10,260,360

		For the Year Ended October 31, 2021				For the Period Ended October 31, 2020*
OPERATIONS:
Net investment income (loss)		$	(147,190	)		$	(12,540	)
Net realized gain (loss) on investments, foreign currency transactions and in-kind redemptions			3,678,612				575,404
Net change in unrealized appreciation (depreciation) on investments			6,728,938				1,913,159
Net increase (decrease) in net assets resulting from operations			10,260,360				2,476,023
CAPITAL TRANSACTIONS:
Proceeds from Shares issued (a)			38,854,282				11,370,861	​ (b)
Cost of Shares redeemed (a)			(15,090,555	)			(2,029,663	)
Transaction Fees (Note 5)			20,182				751	​ (b)
Net increase (decrease) in net assets from capital transactions			23,783,909				9,341,949
Total increase (decrease) in net assets			34,044,269				11,817,972
NET ASSETS
Beginning of Period			11,917,972				100,000	**
End of Peiod		$	45,962,241			$	11,917,972
CHANGES IN SHARES OUTSTANDING
Shares issued			725,000				325,000
Shares redeemed			(275,000	)			(53,246	)
Net increase (decrease) in Shares outstanding			450,000				271,754
Shares outstanding, Beginning of Period			275,754				4,000	**
Shares outstanding, End of Period			725,754				275,754

*      The Fund commenced operations on March 30, 2020.

**    Beginning capital of $100,000 was contributed from Esoterica Capital LLC, investment adviser to the Fund, in exchange for 4,000 Shares of the Fund in connection with the seeding of the Trust.

​ (a)          For the period ended October 31, 2021 the Fund had 725,000 Shares contributed in -kind with total proceeds in the amount of $38,854,252 and 275,000 Shares redeemed in -kind with total cost in the amount of $15,090,555. For the period ended October 31, 2020, the Fund had 325,000 Shares contributed in -kind with total proceeds in the amount of $11,370,861 and 50,000 Shares redeemed in -kind with total cost in the amount of $1,929,663.

​ (b)          Due to certain Statement of Changes presentation reclassifications, these amounts may differ from what was presented in previous shareholder reports.

		For the Year Ended October 31, 2021				For the Period Ended October 31, 2020*
NET ASSET VALUE, Beginning of Period		$	43.22			$	25.60	​ (a)
Income (loss) from operations:
Net investment income (loss) (b)			(0.20	)			(0.07	)
Net realized and unrealized gain (loss)			20.28				17.69
Total income (loss) from operations			20.08				17.62
Capital Shares Transaction:
Transaction fees (Note 5)			0.03				—	​ (c) (d)
NET ASSET VALUE, End of Period		$	63.33			$	43.22
MARKET VALUE, End of Period ( e )		$	63.20			$	43.21
NET ASSET VALUE, Total Return ( f )			46.53	%			68.85	%
MARKET PRICE, Total Return ( e ) ( g )			46.27	%			68.80	%
Net assets, End of Period ($ thousands)		$	45,962			$	11,918
Ratios of Average Net Assets
Total Expenses			1.55	%			3.90	%**
Net Expenses			0.75	%			0.75	%**
Net Investment Loss			(0.36	)%			(0.29	)%**
Portfolio turnover ( h )			29	%			130	%

*      The Fund commenced operations on March 30, 2020.

**    Annualized.

​ (a)          The net asset value at the beginning of the period differs from the beginning net asset value reflected on the Statement of Changes in Net Assets due to a change in unrealized gain/(loss) from the inception date, March 30, 2020, to when the initial basket was created.

​ (b)          Per share amounts have been calculated using the average shares method.

​ (c)          Less than $0.005

​ (d)          Due to certain Financial Highlights presentation reclassifications, these amounts may differ from what was presented in previous shareholder reports.

​ ( e )          Unaudited.

​ ( f )          Net asset value total return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all distributions at net asset value during the period, and redemption at net asset value on the last day of the period. Net asset value total return includes adjustments in accordance with U.S. Generally Accepted Accounting Principles and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Total return calculated for a period of less than one year is not annualized.

​ ( g )          Market price total return is calculated assuming an initial investment made at the market price at the beginning of the period, reinvestment of all distributions at net asset value during the period and sale at the market price on the last day of the period. Total return calculated for a period of less than one year is not annualized.

​ ( h )          Portfolio turnover rate is not annualized for periods less than one year and does not include in -kind transactions, if any, from processing creations or redemptions.

NOTE 1 – ORGANIZATION

Esoterica Thematic Trust (the “Trust”) is an open -end management investment company. The Trust currently consists of one investment portfolio, the Esoterica NextG Economy ETF (the “Fund”). The Fund is a non -diversified management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”). The Fund is actively managed. The Trust was organized as a Delaware statutory trust on July 2, 2019. The shares of the Fund are referred to herein as “Shares.” Esoterica Capital LLC (“Esoterica” or the “Adviser”) serves as the investment adviser to the Fund, and Vident Investment Advisory, LLC (“VIA” or the “Trading Sub -Adviser ”) serves as the trading sub -adviser to the Fund.

The investment objective of the Fund is capital appreciation.

The net asset value (“NAV”) of Shares is determined at the close of regular trading on the New York Stock Exchange (normally 4:00 p.m. Eastern Time) on each day the New York Stock Exchange (“NYSE” or “Exchange”) is open. NAV is computed by the aggregate market value of all assets of the Fund, less its liabilities, divided by the total number of Shares outstanding.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying financial statements were prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”), which require the use of estimates and assumptions to be made by management. These may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. The following is a summary of significant accounting policies consistently followed by the Fund in preparation of its financial statements.

a.    Basis of Presentation

The financial statements have been prepared in conformity with GAAP as detailed in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”). The Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of FASB ASC Topic 946 “Financial Services – Investment Companies” including FASB Accounting Standards Update 2013 -08 .

b.    Cash

Cash includes non -interest bearing non -restricted cash with a financial institution.

c.    Investment Valuation

Generally, securities traded or dealt in upon one or more securities exchanges (whether domestic or foreign) for which market quotations are readily available and not subject to restrictions against resale shall be valued at the last quoted sales price on the primary exchange or, in the absence of a sale on the primary exchange, at the mean between the current bid and ask prices on such exchange. Securities primarily traded in the National Association of Securities Dealers’ Automated Quotation System (“NASDAQ”) National Market System for which market quotations are readily available shall be valued using the NASDAQ Official Closing Price. Securities that are not traded or dealt in any securities exchange (whether domestic or foreign) and for which over -the-counter market quotations are readily available generally shall be valued at the last sale price or, in the absence of a sale, at the mean between the current bid and ask price on such over -the-counter market.

If market quotations are not readily available, securities or other assets will be valued at their fair market value as determined in good faith by the Adviser in accordance with procedures approved by the Board of Trustees (the “Board” or “Trustees”) and evaluated by the Board as to the reliability of the fair value method used. In these cases, the Fund’s NAV will reflect certain portfolio securities’ fair value rather than their market price. Fair value pricing involves subjective judgments and it is possible that the fair value determined for a security or other asset may be materially different than the value that could be realized upon the sale of that security or other asset. The fair value prices can differ from market prices when they become available or when a price becomes available. The Board has delegated execution of these procedures to a fair value committee. The committee may also enlist third party consultants such as an audit firm or financial officer of a security issuer on an as -needed basis to assist in determining a security -specific fair value. The Board reviews and ratifies the execution of this process and the resultant fair value prices at least quarterly to assure the process produces reliable results.

The Fund may use independent pricing services to assist in calculating the value of the Fund’s securities or other assets. In addition, market prices for foreign securities are not determined at the same time of day as the NAV for the Fund. Because the Fund may invest in securities primarily listed on foreign exchanges, and these exchanges may trade on weekends or other days when the Fund does not price its shares, the value of some of the Fund’s portfolio securities may change on days when you may not be able to buy or sell Fund shares.

In computing the NAV, the Fund values foreign securities held by the Fund at the latest closing price on the exchange in which they are traded immediately prior to closing of the NYSE. Prices of foreign securities quoted in foreign currencies are translated into U.S. dollars at current rates. If events materially affecting the value of a security in the Fund’s portfolio, particularly foreign securities, occur after the close of trading on a foreign market but before the Fund prices its Shares, the security will be valued at fair value. For example, if trading in a portfolio security is halted and does not resume before the Fund calculates its NAV, the Adviser may need to price the security using the Fund’s fair value pricing guidelines. Without a fair value price, short -term traders could take advantage of the arbitrage opportunity and dilute the NAV of long -term investors. Fair valuation of the Fund’s portfolio securities can serve to reduce arbitrage opportunities available to short -term traders, but there is no assurance that fair value pricing policies will prevent dilution of the Fund’s NAV by short term traders. The determination of fair value involves subjective judgments. As a result, using fair value to price a security may result in a price materially different from the prices used by other funds to determine net asset value, or from the price that may be realized upon the actual sale of the security.

With respect to any portion of the Fund’s assets that are invested in one or more open -end management investment companies registered under the 1940 Act, the Fund’s net asset value is calculated based upon the net asset values of those open -end management investment companies, and the prospectuses for these companies explain the circumstances under which those companies will use fair value pricing and the effects of using fair value pricing.

Various inputs are used in determining the value of the Fund’s investments. The three levels defined by the hierarchy are as follows:

•         Level 1 — unadjusted quoted prices in active markets for identical assets that the Fund has the ability to access

•         Level 2 — other significant inputs (including quoted prices of similar securities, interest rates, prepayment speeds, credit risk, etc.)

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

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

The following table summarizes the valuation of the Fund’s assets and liabilities under the fair value hierarchy levels as of October 31, 2021:

		Level 1			Level 2			Level 3			Total
Assets
Common Stocks*		$	44,997,952		$	—		$	—		$	44,997,952
Short-Term Investments
Time Deposits			214,977			—			—			214,977
Total Assets		$	45,212,929		$	—		$	—		$	45,212,929

*      Please refer to the Schedule of Investments for further breakout of each security by country and industry type.

d.    Foreign Currency Translations

The Fund’s accounting records are maintained in U.S. dollars. Financial instruments and other assets and liabilities of the Fund denominated in a foreign currency, if any, are translated into U.S. dollars at current exchange rates. Purchases and sales of financial instruments, income receipts and expense payments are translated into U.S. dollars at the exchange rate on the date of the transaction. The Fund does not isolate that portion of the results of operations resulting from changes in foreign exchange rates from those resulting from changes in market values of financial instruments. Such fluctuations are included with the net realized and unrealized gains or losses from investments when financial statements are presented. Realized foreign exchange gains or losses arise from transactions in financial instruments and foreign currencies, currency exchange fluctuations between the trade and settlement date of such transactions, and the difference between the amount of assets and liabilities recorded and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities, including financial instruments but excluding investments in securities, resulting from changes in currency exchange rates.

e.    Securities Transactions and Net Investment Income

Securities transactions are recorded on the trade date. Realized gains (losses) from investment and currency transactions are calculated using the specific identification method. Dividend income is recorded on the ex -date , or for certain foreign securities, when a Fund becomes aware of such dividends. Interest income, including amortization of premium and accretion of discount on debt securities, as required, is recorded on the accrual basis. Expenses are recorded on an accrual basis, which may require the use of certain estimates by management that may differ from actual expenses. Withholding taxes on foreign dividends, interest and capital gains, if any, are recorded, net of reclaimable amounts, at the time the related income is earned and have been provided for in accordance with the Fund’s understanding of the applicable country’s tax codes and regulations.

f.    Dividend distributions

The Fund expects to declare and distribute all of its net investment income, if any, to shareholders as dividends at least annually. The Fund may distribute such income dividends and capital gains more frequently, if necessary, in order to reduce or eliminate federal excise or income taxes on the Fund.

g.    Time Deposits

The Fund places excess cash balances into overnight time deposits with one or more eligible deposit institutions that meet credit and risk standards approved by the Fund. These are classified as short -term investments in the Fund’s Schedule of Investments.

h.    Reclassification

GAAP requires that certain components of net assets be adjusted to reflect permanent differences between financial and tax reporting. These reclassifications have no effect on net assets or the NAV per Share.

i.    Taxes

It is the Fund’s policy to continue to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its taxable net investment income and capital gains, if any, to its shareholders. Therefore, no federal income tax provision is required.

The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits on uncertain tax positions as income tax expense in the Statement of Operations. During the period ended October 31, 2021, the Fund did not incur any interest or penalties.

NOTE 3 – INVESTMENT MANAGEMENT AND EXPENSES LIMITATION AGREEMENT

Investment Adviser

Esoterica serves as the Fund’s investment adviser. The Adviser is registered with the Securities and Exchange Commission (“SEC”) as an investment adviser under the Investment Advisers Act of 1940, as amended. Subject to the oversight of the Board, the Adviser is responsible for the oversight and supervision of the Trading Sub -Adviser .

The management fee set forth in the Investment Advisory Agreement is an annual rate of 0.75% of the average daily net assets of the Fund to be paid on a monthly basis. In addition to investment advisory fees, the Fund pays other expenses including costs incurred in connection with the maintenance of securities law registration, printing and mailing prospectuses and Statements of Additional Information to shareholders, certain financial accounting services, taxes or governmental fees, custodial, transfer and shareholder servicing agent costs, expenses of outside counsel and independent accountants, preparation of shareholder reports and expenses of trustee and shareholder meetings.

The Adviser has contractually agreed to reduce its fees and/or reimburse expenses of the Fund until at least February 28, 2022, to ensure that total annual fund operating expenses after fee waiver and/or reimbursement (exclusive of: (i) any front -end or contingent deferred loads; (ii) brokerage fees and commissions; (iii) unaffiliated acquired fund fees and expenses; (iv) fees and expenses associated with investments in other collective investment vehicles or derivative instruments (including for example option and swap fees and expenses); (v) borrowing costs (such as interest and dividend expense on securities sold short) (vi) taxes; (vii) foreign custody transaction costs and foreign account set up fees and (viii) extraordinary expenses such as litigation expenses (which may include indemnification of Fund officers and Trustees, and

contractual indemnification of Fund service providers, including the Adviser)) will not exceed 0.75% of the Fund’s average daily net assets; subject to possible recoupment from the Fund in future years within the three years from the date the fees have been waived or reimbursed if such recoupment can be achieved within the lesser of the foregoing expense limits or the expense limits in place at the time of the recoupment. Fee waiver and reimbursement arrangements can decrease the Fund’s expenses and boost its performance.

As of October 31, 2021, the amounts waived or reimbursed by the Adviser, subject to potential recoupment from the Fund in future years and the expiration schedule are as follows:

Esoterica NextG Economy ETF		Fees waived/ reimbursed		Amount recouped		Expires
03/30/2020* – 10/31/2020		$  134,001		$   —		October 31, 2023
11/1/2020 – 10/31/2021		$  324,870		$   —		October 31, 2024

*      The Fund commenced operations on March 30, 2020.

Trading Sub-Adviser

The Adviser has retained VIA to serve as trading sub -adviser for the Fund. VIA is responsible for the day -to-day management of the Fund. VIA, a registered investment adviser, is a wholly -owned subsidiary of Vident Financial, LLC. VIA was formed in 2014 and provides investment advisory services to ETFs, including the Fund. The Trading Sub -Adviser is responsible for trading portfolio securities for the Fund, including selecting broker -dealers to execute purchase and sale transactions, subject to the supervision of the Adviser and the Board. For its services, the Trading Sub -Adviser is paid a fee by the Adviser, which is calculated daily and paid monthly, at an annual rate based on the average daily net assets of the Fund.

Other Fund Service Providers

Brown Brothers Harriman & Co. (“BBH”) is the Fund’s administrator, fund accountant, transfer agent and custodian. BBH is primarily in the business of providing administrative, fund accounting and transfer agent services to retail and institutional mutual funds.

BBH has entered into an agreement with State Street Corporation (‘‘State Street’’) under which State Street will acquire BBH’s Investor Services business; which includes its custody, fund accounting and administration, transfer agency, depositary services, foreign exchange and securities lending services. The completion of the transaction is subject to customary closing conditions and regulatory approvals. BBH and State Street are committed to providing uninterrupted service and a seamless transition for our clients. During this period, there has been no change to the current control environment and no impact to the execution of control activities.

Foreside Fund Services, LLC (the “Distributor”), is the distributor for the shares of the Fund. The Distributor is a registered broker -dealer and member of the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Foreside Fund Officer Services, LLC provides the Fund with a Chief Compliance Officer, a Treasurer and Principal Financial Officer.

Thompson Hine LLP serves as legal counsel to the Trust.

NOTE 4 – PORTFOLIO SECURITIES

During the year ended October 31, 2021, the aggregate cost of purchases and proceeds from sales of investments (excluding short -term investments) were $13,607,888 and $11,645,715, respectively. The aggregate cost of purchases and proceeds from sales of in -kind transactions were $35,122,292 and $14,058,623, respectively.

NOTE 5 – PURCHASE AND SALE OF FUND SHARES

The Fund issues and redeems Shares at NAV only in large blocks of 25,000 shares (each block of Shares is called a “Creation Unit”). Creation Units are issued and redeemed for cash and/or in -kind for securities. Individual Shares may only be purchased and sold in secondary market transactions through brokers. Except when aggregated in Creation Units, the Shares are not redeemable securities of the Fund.

Shares of the Fund are listed for trading on the Cboe BZX Exchange, Inc. (“CBOE”) and trade at market prices rather than NAV. Shares of the Fund may trade at a price that is greater than, at, or less than NAV.

Beneficial Ownership

As of October 31, 2021, there were an unlimited number of shares of beneficial interest without par value authorized by the Trust.

The beneficial ownership, either directly or indirectly, of more than 25% of the voting securities of a fund creates a presumption of control of the fund, under Section 2(a)(9) of the 1940 Act. The Trust does not have information concerning the beneficial ownership of the shares held in the names of Depository Trust Company (“DTC”) participants.

Creation Transaction Fee

A fixed purchase (i.e., creation) transaction fee, payable to the Fund’s custodian, may be imposed for the transfer and other transaction costs associated with the purchase of Creation Units (“Creation Order Costs”). The standard fixed creation transaction fee for the Fund is $500, regardless of the number of Creation Units created in the transaction. The Fund may adjust the standard fixed creation transaction fee from time to time. The fixed creation fee may be waived on certain orders if the Fund’s custodian has determined to waive some or all of the Creation Order Costs associated with the order or another party, such as the Adviser, has agreed to pay such fee. The amount of the fees waived is included in the Statement of Operations.

In addition, a variable fee, payable to the Fund, of up to a maximum of 2.0% of the value of the Creation Units subject to the transaction may be imposed for cash purchases, non -standard orders, or partial cash purchases of Creation Units. The variable charge is primarily designed to cover additional costs (e.g., brokerage, taxes) involved with buying the securities with cash. The Fund may determine to not charge a variable fee on certain orders when the Adviser has determined that doing so is in the best interests of Fund shareholders, e.g., for creation orders that facilitate the rebalance of the Fund’s portfolio in a more tax efficient manner than could be achieved without such order. Investors who use the services of a broker or other such intermediary may be charged a fee for such services. Investors are responsible for the fixed costs of transferring the Fund securities from the Trust to their account or on their order.

Redemption Transaction Fee

A fixed redemption transaction fee, payable to the Fund’s custodian, may be imposed for the transfer and other transaction costs associated with the redemption of Creation Units (“Redemption Order Costs”). The standard fixed redemption transaction fee for the Fund is $500 regardless of the number of Creation Units redeemed in the transaction. The Fund may adjust the redemption transaction fee from time to time. The fixed redemption fee may be waived on certain orders if the Fund’s custodian has determined to waive some or all of the Redemption Order Costs associated with the order or another party, such as the Adviser, has agreed to pay such fee. The amount of the fees waived is included in the Statement of Operations.

In addition, a variable fee, payable to the Fund, of up to a maximum of 2.0% of the value of the Creation Units subject to the transaction may be imposed for cash redemptions, non -standard orders, or partial cash redemptions (when cash redemptions are available) of Creation Units. The variable charge is primarily designed to cover additional costs (e.g., brokerage, taxes) involved with selling portfolio securities to satisfy a cash redemption. The Fund may determine to not charge a variable fee on certain orders when the Adviser has determined that doing so is in the best interests of Fund shareholders, e.g., for redemption orders that facilitate the rebalance of the Fund’s portfolio in a more tax efficient manner than could be achieved without such order.

Investors who use the services of a broker or other such intermediary may be charged a fee for such services. Investors are responsible for the fixed costs of transferring the Fund securities from the Trust to their account or on their order.

NOTE 6 – TAXATION OF THE FUND

The Fund intends to qualify each year for treatment as a regulated investment company (“RIC”) under the Internal Revenue Code of 1986, as amended (the “Code”). If it meets certain minimum distribution requirements, a RIC is not subject to tax at the fund -level on income and gains from investments that are timely distributed to shareholders. However, the Fund’s failure to qualify as a RIC or to meet minimum distribution requirements would result (if certain relief provisions were not available) in fund -level taxation and, consequently, a reduction in income available for distribution to shareholders.

The Funds may use “equalization accounting”(in lieu of making some cash distributions) in determining the portion of their income and gains that have been distributed. If the Funds use equalization accounting, they will allocate a portion of their undistributed investment company taxable income and net capital gain to redemptions of Fund shares and will correspondingly reduce the amount of such income and gains that they distribute in cash. If the IRS determines that the Funds’ allocation is improper and that the Funds have under -distributed their income and gain for any taxable year, the Funds may be liable for federal income and/or excise tax. If, as a result of such adjustment, the Fund fails to satisfy the Distribution Requirement, the Fund will not qualify that year as a regulated investment company.

There were no distributions paid by the Fund during the period ended October 31, 2020 nor the year ended October 31, 2021.

As of October 31, 2021, the components of distributable earnings on a tax basis were as follows:

Fund		Undistributed Ordinary Income		Undistributed Long-Term Capital Gain		Net Unrealized Appreciation/ (Depreciation)		Late Year Ordinary Loss		Capital Loss Carryforward		Total Distributable Earnings/ (Losses)
Esoterica NextG Economy ETF		$    —		$    —		$    8,633,488		$    (131,619)		$    (897,436)		$    7,604,433

At October 31, 2021, the effect of permanent book/tax reclassifications primarily related to in -kind transactions resulted in increase/(decrease) to the components of net assets as follows:

Fund		Total Distributable Earning/(Loss)		Paid-in Capital
Esoterica NextG Economy ETF		$    (4,560,477)		$    4,560,477

The differences between book -basis and tax -basis unrealized appreciation (depreciation) is attributable primarily to the tax deferral of losses on wash sales.

Management has analyzed the Fund’s tax positions taken and has concluded that no provision for income tax is required in the Fund’s financial statements for the current reporting period. Since tax authorities can examine previously filed tax returns, the Fund’s U.S. federal and state tax returns for the most recent fiscal years ended October 31, 2020 and 2021 are subject to such review. Capital loss carryforwards do not expire and were composed of $767,616 short -term and $129,820 long -term .

NOTE 7 – INDEMNIFICATION

The Trust will indemnify its officers and trustees for certain liabilities that may arise from the performance of their duties to the Trust. Additionally, in the normal course of business, the Trust enters into contracts that contain a variety of representations and warranties and which provide general indemnities. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, the Trust expects the risk of loss due to these warranties and indemnities to be remote.

NOTE 8 – RISKS OF INVESTING IN THE FUND

The principal risk factors affecting your investments in the Fund, including but not limited to those described below, are discussed in details in the Fund’s prospectus.

General Considerations and Risks

An investment in the Fund should be made with an understanding that the value of the Fund’s portfolio securities may fluctuate in accordance with changes in the financial condition of the issuers of the portfolio securities, the value of securities generally and other factors.

In the event that the securities purchased by the Fund are not listed on a national securities exchange, the principal trading market for some may be in the over -the-counter market. The existence of a liquid trading market for certain securities may depend on whether dealers will make a market in such securities. There can be no assurance that a market will be made or maintained or that any such market will be or remain liquid. The price at which securities may be sold and the value of the Shares will be adversely affected if trading markets for the Fund’s portfolio securities are limited or absent or if bid/ask spreads are wide.

The Adviser has filed with the National Futures Association (“NFA”) a notice claiming an exclusion from the definition of the term “commodity pool operator” (“CPO”) under the Commodity Exchange Act of 1936, as amended (“CEA”), and the rules of the Commodity Futures Trading Commission (“CFTC”) promulgated thereunder, with respect to the Fund’s operations. Therefore, neither the Fund, the Adviser nor the Trading Sub -Adviser are subject to registration or regulation as a commodity pool or CPO under the CEA. If the Fund becomes subject to these requirements, as well as related NFA rules, the Fund may incur additional compliance and other expenses.

Concentration of Investments

The Fund may be susceptible to an increased risk of loss, including losses due to adverse events that affect the Fund’s investments more than the market as a whole, as a result of the fact that the Fund’s investments are concentrated in the securities of a particular issuer or issuers, country, group of countries, region, market, industry, group of industries, sector or asset class. Shares are subject to the risks of an investment in a portfolio of equity securities in an industry or group of industries, such as Internet, computer, semiconductor and software, in which the Fund invests.

Non-Diversification

The Fund is classified as a non -diversified investment company under the 1940 Act. A “non -diversified ” classification means that the Fund is not limited by the 1940 Act with regard to the percentage of its total assets that may be invested in the securities of a single issuer. This means that the Fund may invest a greater portion of its total assets in the securities of a single issuer or a small number of issuers than if it was a diversified fund. This may have an adverse effect on the Fund’s performance or subject the Fund’s Shares to greater price volatility than more diversified investment companies. Moreover, in pursuing its objective, the Fund may hold the securities of a single issuer in an amount exceeding 10% of the value of the outstanding securities of the issuer, subject to restrictions imposed by the Code, with respect to the Fund’s qualification as a RIC under the Code. In particular, as the Fund’s size grows and its assets increase, it will be more likely to hold more than 10% of the securities of a single issuer if the issuer has a relatively small public float as compared to other issuers in the Fund’s portfolio.

Although the Fund is non -diversified for purposes of the 1940 Act, the Fund intends to maintain the required level of diversification and otherwise conduct its operations so as to qualify as a RIC under the Code. Compliance with the diversification requirements of the Code may severely limit the investment flexibility of the Fund and may make it less likely that the Fund will meet its investment objective. To qualify as a RIC under the Code, the Fund must meet certain diversification requirements. In particular, at the close of each quarter of the Fund’s taxable year: (A) at least 50% of the value of its total assets must be represented by cash and cash items, U.S. government securities, securities of other RICs and other securities, with such other securities limited, in respect to any one issuer, to an amount not greater than 5% of the value of the Fund’s total assets and that does not represent more than 10% of the outstanding voting securities of such issuer, including the equity securities of a qualified publicly traded partnership, and (B) not more than 25% of the value of its total assets is invested, including through corporations in which the Fund owns a 20% or more voting stock interest, in the securities (other than U.S. government securities or securities of other RICs) of any one issuer or the securities (other than the securities of another RIC) of two or more issuers that the Fund controls and which are engaged in the same or similar trades or businesses or related trades or businesses, or the securities of one or more qualified publicly traded partnerships.

Market and Geopolitical Risk

The increasing interconnectivity between global economies and financial markets increases the likelihood that events or conditions in one region or financial market may adversely impact issuers in a different country, region or financial market. Securities in the Fund’s portfolio may underperform due to inflation (or expectations for inflation), interest rates, global demand for particular products or resources, natural disasters, pandemics, epidemics, terrorism, regulatory events and governmental or quasi -governmental actions. The occurrence of global events similar to those in recent years may result in market volatility and may have long term effects on both the U.S. and global financial markets. The current novel coronavirus (COVID -19 ) global pandemic and the aggressive responses taken by many governments, including

The Board of the Trust consists of two trustees (collectively, the “Board” or the “Trustees”) of whom two are not “interested persons” (as defined in the 1940 Act), of the Trust (“Independent Trustees”). The Board is responsible for overseeing the management and operations of the Trust, including the general oversight of the duties and responsibilities performed by the Adviser and other service providers to the Trust. VIA is responsible for the day -to-day management of the Fund, and the Adviser is responsible for the oversight and supervision of VIA.

Under the Trust’s Agreement and Declaration of Trust, each Trustee will continue in office until the termination of the Trust or his/her earlier death, incapacity, resignation or removal. Shareholders can remove a Trustee to the extent provided by the 1940 Act. Vacancies may be filled by a majority of the remaining Trustees, except insofar as the 1940 Act may require the election by shareholders. As a result, normally no annual or regular meetings of shareholders will be held unless matters arise requiring a vote of shareholders under the Agreement and Declaration of Trust or the 1940 Act.

The Trustees of the Trust, their addresses, positions with the Trust, birth years, term of office and length of time served, principal occupations during the past five years, the number of portfolios in the Fund Complex overseen by each Trustee and other directorships, if any, held by the Trustees, are set forth below.

The Statement of Additional Information includes additional information about the Fund’s Trustees and is available, without charge, upon request by calling 866 -979-1710 .

Independent Trustees

Name, Address 1   and Year of Birth		Position(s)  Held with  the Trust		Term of Office 2   and Length of  Time Served		Principal Occupation(s)  During Past Five Years		Number of  Portfolios  in the Fund  Complex   Overseen		Other Directorships  Held by Trustee  During Past Five Years
John Hyland, 1959		Trustee		Indefinite/Since March, 2021		Director, Matthews International Capital Management LLC (an investment advisory firm) (2018 – present); Global Head of Listed Securities, Bitwise Asset Management, Inc. (an investment advisory firm) (2018 – 2019); CEO/Chairman, PointBreak ETF Trust (an investment management company) (2015 – 2017)		1		PointBreak ETF Trust (Dec. 2015 – Dec. 2017)
Ed McRedmond, 1960		Trustee		Indefinite/Since October, 2019		Founder, etfEd Advisory (an ETF consulting company) (2016 – Present); Senior VP, Invesco Powershares Capital Management (an investment advisory firm) (2005 – 2016)		1		None

​ 1            The address for each Trustee is c/o Esoterica Thematic Trust, 675 W. 59 th St., Suite 903, New York, New York 10069.

​ 2            Each Trustee serves until resignation, death, retirement or removal.

(This Page Intentionally Left Blank.)