ANNUAL
report 2023

Motley Fool Asset Management ETFs
Series of The RBB Fund, Inc.

8/31/23

 

Motley Fool Global Opportunities ETF

Motley Fool Mid-Cap Growth ETF

Motley Fool 100 Index ETF

Motley Fool Small-Cap Growth ETF

Motley Fool Capital Efficiency 100 Index ETF

Motley Fool Next Index ETF

 

 

 

 

Motley Fool Global Opportunities ETF (TMFG)

Motley Fool Mid-Cap Growth ETF (TMFM)

Motley Fool 100 Index ETF (TMFC)

Motley Fool Small-Cap Growth ETF (TMFS)

Motley Fool Capital Efficiency 100 Index ETF (TMFE)

Motley Fool Next Index ETF (TMFX)

 

 

Table of Contents

 

   

Letter to Shareholders

1

Portfolio Characteristics

10

Fund Expense Examples

23

Schedules of Investments

25

Financial Statements

55

Notes to Financial Statements

73

Report of Independent Registered Public Accounting Firm

88

Shareholder Tax Information

90

Notice to Shareholders

91

Privacy Notice

94

Directors and Officers

97

 

 

 

 

Motley Fool ASSET MANAGEMENT ETFS

Letter to Shareholders

AUGUST 31, 2023 (Unaudited)

 

 

Bryan Hinmon
Chief Investment Officer,
Motley Fool Asset Management

 

“We feel that high quality ownership can be attracted and maintained if we consistently communicate our business and ownership philosophy - along with no other conflicting messages - and then let self selection follow its course. For example, self selection will draw a far different crowd to a musical event advertised as an opera than one advertised as a rock concert even though anyone can buy a ticket to either.”

 

    - Warren Buffett, 1983 Shareholder Letter

 

Dear Fellow Shareholder,

 

Investing is hard and structural advantages are rare. Let me clarify a bit. Sustained market outperformance over long periods of time is hard and one of the biggest reasons that is true is because unique and lasting differential advantages are rare.

 

I don’t think the short- or long-version sentences above are controversial, so let’s just accept them as true and move on.1 The introductory quote above offers us an example of a unique and lasting differential advantage that Warren Buffet has used (“high quality ownership”) to help achieve his awe-inspiring performance track record.2 Lawrence Cunningham, a professor at George Washington University and author who has studied Buffett deeply, said he believes “one of the most important reasons for Berkshire’s success was having those shareholders that a different shareholder base wouldn’t have permitted.” Quality ownership seems important enough to explore.

 

PATIENT CAPITAL

 

So what does Buffett mean by high quality ownership? Cunningham published a book called Quality Shareholders in 2020 to detail the topic from the perspective of public company management teams. I recommend you read the entire book to fully understand the concept, but a simplified definition is a shareholder base that is committed to a company’s long-term success via aligned time horizon and mission. Such shareholders afford managers ample runway to execute their business strategy and they stay committed when the business navigates the inevitable adversities of capitalism and markets. They are committed and patient because of deep alignment.

 

Motley Fool Asset Management, LLC is not a publicly traded company with shareholders, but the principle is equally as crucial for us. Like Buffett suggests, we communicate our investing and ownership philosophy - hopefully with no other conflicting messages - with the goal of attracting a self-selecting collection of shareholders committed to joint long-term success. I’d be shocked if you cracked open this letter and didn’t expect to find mention of our focus on Quality or our long-term orientation.3 It’s heartening that, before reading a single word, you probably knew the gist of what you were going to read. It tells me we are aligned and that Motley Fool Asset Management benefits from quality ownership.

 

Just like the forces of capitalism create hiccups along the path to long-term business success, the forces of markets ensure no investing strategy works all the time (otherwise there would be only one!). We believe the disciplined application of a prudent strategy, through the inevitable ups and downs, can yield great results. It is only with the patient capital of quality owners that this is a possibility. Why?

 

CAREER RISK

 

The primary reason is career risk. If an asset manager doesn’t keep its investors happy, the investors will rightly withdraw their money. With no money to manage, there is no job.

 

1

If you or someone you know have found a formula that makes sustained market outperformance over long periods of time easy or know of any unique and lasting differential advantages that we can adopt, please email me at [email protected], I’d love to talk.

2

Check out page two of the most recent (2022) Berkshire Hathaway annual report for the bulk of Mr. Buffett’s impressive track record: https://www.berkshirehathaway.com/2022ar/2022ar.pdf

3

I will dole out 25,000 bonus points for anyone able to recite our core belief behind our philosophy: Independent research with a long-term mindset, expressed through focused portfolios, can outperform.

 

 

1

 

 

Motley Fool ASSET MANAGEMENT ETFS

Letter to Shareholders (Continued)

AUGUST 31, 2023 (Unaudited)

 

There seem to be two primary ways for an asset manager to make its investors unhappy. The first is through persistent or extreme poor performance and the second is looking too different while underperforming. Both of these things often result in asset redemptions, which can trigger other investors to follow suit, and create a negative feedback loop.

 

To be clear, bad money managers probably shouldn’t have jobs. But the insidious effect of this spiral is that in the case of temporary, or aberrational, or unlucky performance hiccups, it can negatively influence the asset manager’s investment decision making. In order to protect against the asset withdrawal death spiral, a manager may be tempted to deviate from their investment strategy, chase what is working at the moment, take undue risk, or worse. Career risk can trigger primal survival mechanisms that can be hard to overcome and can be sparked by even just a whiff of perceived underperformance.

 

Owning an odd portfolio (looking too different) while underperforming can cause asset managers to make fewer investments of their own discretion and instead hew towards their benchmark weightings. It probably feels more comfortable knowing results probably won’t be too different than what everyone else is achieving and, as the old saying goes, it’s better to fail conventionally than succeed unconventionally.4 Hewing towards the benchmark is a phenomenon called “closet indexing” and has been studied at length by Notre Dame professor Martijn Cremers5 and his co-authors. In his 2015 paper Do Mutual Fund Investors Get What They Pay For?, Cremers and co-author Quinn Curtis found that 12% of the assets in US equity mutual funds were invested in closet index funds – that is, funds that purport to be actively managed but in actuality failed to achieve a sufficient level of differentiation from their index. Considering the trillions invested in “active” US equity funds today, that’s a lot of career risk-driven closet indexing!

 

But it’s worse than just that. The situations above focus on the behavior of the investment manager alone. But there are two in this dance: the manager and the investor. There is a body of academic work that shows individual investors, the investors the investment manager is working for, demonstrate behavioral biases such as trend chasing among the funds they are invested in.6 So even if the investment manager isn’t making investment decisions inappropriately, the shareholders could be causing withdrawals that start the capital flight death spiral.

 

Career risk, whether kicked off by the asset manager or the end investor, has nasty consequences.

 

TIME ARBITRAGE

 

But it’s not all sour grapes, thanks to quality shareholders. Let me explain.

 

Martijn Cremers, the professor referenced above, has demonstrated in his 2015 paper referenced above that investment managers who construct portfolios that look sufficiently different from relevant benchmarks (ones with high “active share”) can be more likely to outperform their benchmarks. Said another way, managers that can buck the fears and altered decision making that can accompany career risk and build unique portfolios, are employing a strategy that has, in the past, statistically been shown to work in many cases.

 

The academic work on active share makes logical sense to us. As Cremers says , “after all, an active manager can only add value relative to the index by deviating from it.” But to beat the benchmark, a manager has to be both different and right.

 

4

This notion appears to have originated from John Maynard Keynes and was published in his book The General Theory of Employment, Interest, and Money.

5

Here is the official citation for the paper referenced here, just in case you’re the type that likes to read academic papers (like me, hi friend!): Cremers, K. J. Martijn and Curtis, Quinn, Do Mutual Fund Investors Get What They Pay For? The Legal Consequences of Closet Index Funds (November 24, 2015). To read up on active share as a measure to determine closet indexing, or the degree of active indexing, please read Cremers’ 2009 paper: Cremers, K. J. Martijn and Petajisto, Antti, How Active is Your Fund Manager? A New Measure That Predicts Performance (March 31, 2009).

6

See Bailey et al., 2011; Sirri & Tufano, 1998; Friesen & Sapp, 2007.

 

2

 

 

 

Motley Fool ASSET MANAGEMENT ETFS

Letter to Shareholders (Continued)

AUGUST 31, 2023 (Unaudited)

 

Let’s bring Kalash Jain, a professor at Columbia Business School, into the conversation. Jain recently published a working paper7 that helps explain why the persistent presence of career risk can create mispricing opportunities for some asset managers to take advantage of and outperform. Which managers ? “Longer-term fund managers who do not face such [career concerns related to the rear of asset redemption] frictions.”

 

In a creative way, Jain hypothesizes, tests and demonstrates in his study that career risk pushed many managers into a herding mentality, owning the same securities and avoiding others. The securities that are piled into (the comfortable residence of the herd) were bid up in demand and consequently often faced lower future expected returns. Meanwhile, the securities that managers fled, whether due to poor past performance or idiosyncratic volatility, generally had artificially low demand and therefore were set up for higher future expected returns. This is, as they say, the high price of a cheery consensus.

 

The opportunity here is to own the stocks a career risk-constrained manager is avoiding, which can only be done over time if a fund manager has the permission to own a portfolio that looks different from what everyone else owns, and they can hold long enough for the dynamic to fully play out (which Jain notes persists for years). This dynamic, where longer-term fund managers are allowed to behave differently – striving to generate returns by exploiting a different time horizon – than short-term driven fund managers, is called “time arbitrage” and an oft-cited example of fund strategy and advantage. We believe we fit squarely into this camp.

 

The role of quality shareholders can’t be overstated. Time arbitrage only works with time. And as committed as a manager is to a long time frame and shaking off the pressures from career risk, the opportunity can only be harnessed if the manager is given the time from a fully aligned quality owner, which is rare, special, and (hopefully now) obviously valuable.

 

MARKET PERFORMANCE AND COMMENTARY

 

Inflation continues to be the leading factor that has driven the US economy and markets since 2021. After wildly imbalanced demand trends and disrupted supply chains played primary roles in 2021 and 2022, things eventually began to normalize. For the first half of the fiscal year of September 1, 2022 to August 31, 2023, US inflation averaged nearly 7%, and by the second half, averaged a more tolerable 4%.

 

The US Federal Reserve Open Market Committee helped market forces slow inflation with seven rate increases over the fiscal year ended August 31, 2023, starting with a trio of aggressive rate increases in the calendar fourth quarter of 2022 before enacting a steady quartet of more modest 25 basis point increases over the remainder of the fiscal year. All in, rates increased by 300 basis points, on top of the 225 implemented in the first calendar half of 2022 which pulled rates off the near zero mark that had been customary for several years.

 

During the 2022 fiscal year, the US and international stock markets scrambled to reprice risk and recession odds as this never-before-seen rate move began and all major asset classes lost money. The result, as I wrote in last year’s shareholder letter, was that for investors “there was almost no safe place to hide.” It turns out that the broad walloping investors felt last year may have been a response too crude for the situation.

 

While it seems apparent to us that ZIRP (zero interest rate policy) is firmly in the rearview, the US and global economies have remained stronger than feared, and for the fiscal year ended August 31, 2023, investors were more discerning with their assessments when sorting through value. Bonds declined in value for a third straight fiscal year, losing almost 4%. Gold, often seen as a hedge on inflation, advanced 13%. Large capitalization US stocks gained more than 15%, with nine of eleven sectors advancing. Only the most rate-sensitive sectors, Real Estate and Utilities, declined in value. The Information Technology and Communication Services sectors led the way with roughly 32% and 25% returns for the fiscal year, partially thanks to their

 

7

While this paper has not yet been published in an academic journal, Jain notes that he has received comments and suggestions from more than a half dozen peers. Jain takes an interesting approach to identifying long-term fund managers by looking at the holding period of hard-to-own stocks, a measure he calls “duration.” You can find the paper on his website https://kalashjain.me/research/. Jain, Kalash, Career Concerns and Time Arbitrage (September 8, 2023).

 

 

3

 

 

 

 

Motley Fool ASSET MANAGEMENT ETFS

Letter to Shareholders (Continued)

AUGUST 31, 2023 (Unaudited)

 

ownership of the largest capitalization stocks. The strong performance of large caps outpaced mid caps by more than 5 percentage points and small caps by more than 12. Both growth and value stocks returned double digits. Outside the US, global stocks grew 11% to help retrace some of the prior fiscal year’s decline.8

 

The healthy gain of global stocks is even more impressive in light of a global banking scare in March 2023. Multiple US banks failed due to an asset-liability mismatch (their loan duration did not match their bond holdings, and with rapid interest rate changes their bonds repriced lower and wiped out equity capital) and regional banks, as a class, came under immense pressure. Abroad, Credit Suisse needed saving as its balance sheet deteriorated and threatened European counterparties. Rapid intervention by government agencies helped markets largely shake off contagion fears and markets in March finished higher!

 

ACTIVE ETF PERFORMANCE AND COMMENTARY

 

Motley Fool Global Opportunities ETF

 

The Motley Fool Global Opportunities ETF returned 11.24% during the fiscal year ended August 31, 2023, trailing its benchmark’s return of 13.96% for the same period. Cumulatively since inception, the Motley Fool Global Opportunities ETF has returned 113.07% versus 94.79% returns for the benchmark over the same period.9

 

During the fiscal year, the ETF’s investments in the Information Technology sector were the largest detractors to investment performance. The Fund carried a lower exposure to the sector than its benchmark, which benefited from the strong performance of the sector broadly. The Fund’s selected investments within the sector also underperformed. The opposite situation occurred in the Industrial sector, where the Fund maintained investments in greater proportion than its benchmark and its security selection within the sector was superior. Our holdings in the IT sector were half of the benchmark’s and our holdings in the Industrials sector were twice the benchmark’s. Ultimately, we’re seeking to build a reasonably diversified portfolio of attractive individual opportunities that work together to achieve the Fund’s stated objectives. This will, most of the time, result in different sector and position weights than our benchmark. This is a feature, not a bug, of our investing process, and one we embrace. Ultimately, we would expect our stock selection to be the primary driver of returns.

 

The top three contributors to returns10 were Axon Enterprise (+82%), Mastercard (+28%), and MercadoLibre (+60%). Axon has continued to transform its business, develop and commercialize products its law enforcement and safety markets need, and surpass expectations. The company now receives 90% of its revenue from subscriptions and has begun expanding its end markets. On the product front, the reveal of Axon’s Taser 10 looks to be a leap forward in technology, should potentially buoy the value of Taser subscription bundles, and furthers the company’s goal to reduce gun-related deaths (between police and the public) by 50% over the next decade. The future continues to look bright to us, too, as the company has laid out the path to an expected $2 billion in 2025 revenue with growing profitability. Mastercard’s results reflect the resilient global consumer. The company’s key metrics have continued to evolve strongly, led by cross-border volume (up 70% over 2019, which removes the distortions of Covid-19). Mastercard naturally benefits from inflation as its services are largely related to the volume and value of global personal consumption expenditures, so as prices rise, so does its revenue. The key is managing expenses beneath this rate of increase, which the company has and hopefully will continue to do well. Latin American e-commerce and payments giant MercadoLibre’ s shares

 

8

Bonds are represented by the S&P U.S. Aggregate Bond Index. The index is designed to measure the performance of publicly issued US dollar denominated investment-grade debt. Gold is represented by the COMEX price per troy ounce of gold. Large capitalization stocks are represented by the S&P 500 TR Index. The index measures the total return performance of 500 leading companies comprising nearly 80% of available US market capitalization. Small capitalization stocks are represented by the S&P SmallCap 600 TR Index. The index measures the total return performance of 600 small-sized US companies that meet certain liquidity and financial thresholds. Mid capitalization stocks are represented by the S&P MidCap 400 TR Index. The index measures the total return performance of 400 mid-sized US companies comprising about 5% of available US market capitalization. Growth stocks are represented by the S&P 500 Growth TR Index. The index measures the performance of a subset of S&P 500 stocks based on three factors: sales growth, the ratio of earnings change to price, and momentum. Value stocks are represented by the S&P 500 Value TR Index. The index measures the performance of a subset of S&P 500 stocks based on three factors: the ratios of book value, earnings, and sales to price. Global stocks are represented by the S&P Global X-US BMI TR Index. The index measures stock market performance globally, including developed and emerging markets, but excluding the US.

9

Returns are for Net Asset Value, net of fees and expenses. Inception of the ETF was 6/17/2014, which represents the inception of the Advisor share class of the pre-conversion mutual fund. The benchmark of the Motley Fool Global Opportunities ETF is the FTSE Global All Cap Net Tax Index.

10

Contribution to return is a combination of average weighting in the portfolio and total return during the period.

 

4

 

 

 

Motley Fool ASSET MANAGEMENT ETFS

Letter to Shareholders (Continued)

AUGUST 31, 2023 (Unaudited)

 

rallied impressively during the fiscal year ended August 31, 2023. Its payments segment, where it posted impressive profitability and growth in its installment lending business, was supported by ongoing strength in its core e-commerce segment. Mercado Libre continues to benefit from low e-commerce penetration as a percentage of total retail sales remains in Latin America. Pago, its payments platform, has successfully parlayed its payments dominance into very profitable ancillary revenue streams.

 

The bottom three contributors to returns were Atlassian (-18%), SVB Financial Group (-100%), and Signature Bank (-36%). Shares of critical collaboration software provider Atlassian had been resilient while many other software companies struggled. That changed during the fiscal year ended August 31, 2023. Macro headwinds challenged demand from the innovation economy that drives Atlassian’s growth. Atlassian’s slowdown was delayed later than most for two reasons: its products are critical, so they’re farther down the cut list, and because they’re relatively inexpensive. These are positive attributes, and on a longer-term view, the business in our view remains healthy. However, the stock was still carrying a premium valuation, and management continues to hire aggressively (while many other software firms are laying engineers off), which has investors nervous about a strategic misstep. We think the company is wise to invest in its advantages and the opportunities it sees (acknowledging this is a management team with a history of prudence and vision) and zig while others zag. Silicon Valley Bank (“SVB”), the bank subsidiary of SVB Financial Group, experienced a run on its deposits when the bank liquidated some of its Treasury securities at a discount and announced a capital raise. As can happen in periods of fear and contagion, the bank didn’t survive. It was taken into receivership on March 10, 2023 and its assets were sold off with the bulk being acquired by First Citizens Bank in late March. In this painful investing lesson, equity holders were essentially wiped out. Thankfully, our position in SVB Financial Group was small. Signature Bank shares sagged as investors shunned the banking industry, fearing there were more shoes to drop after SVB’s collapse. Signature Bank’s lending profile, ties to the crypto economy, and asset makeup put it squarely in the crosshairs. Thankfully, we exited our position and avoided much of the company’s collapse.

 

Motley Fool Mid-Cap Growth ETF

 

The Motley Fool Mid-Cap Growth ETF returned 8.58% during the fiscal year ended August 31, 2023, trailing its benchmark’s return of 13.00% for the same period. Cumulatively since inception, the Motley Fool Mid-Cap Growth ETF has returned 95.16% versus 138.44% returns for its benchmark over the same period.11

 

The Fund’s performance, relative to its benchmark, during the fiscal year ended August 31, 2023 was impacted by higher exposures to the Real Estate sector, which was weak, and the Industrials sector, which was strong. Performance was also driven by poor individual stock performance in the Financials and Information Technology Industries. Positive stock selection in the Health Care Industry was not enough to overcome these other forces.

 

The top three contributors to returns12 were Axon Enterprise (+82%), Watsco (+38%), and Markel Group (+24%). We detailed Axon’s stellar performance above, in the Motley Fool Global Opportunities ETF section. Watsco, the largest distributor of HVAC units and supplies in the US, continues to deliver strong execution and a steady outlook.

 

The market is waiting for margins to fall as residential replacement unit demand falls, inflation hits costs, and higher priced inventory flows through the financials. Our view is that, while these are realistic expectations, Watsco should have the firepower to keep creating value. We think there are enough offsetting positive factors (e.g., regulatory tailwinds for higher efficiency units, strong commercial demand, and efficiency efforts now that supply chains are normalizing) that Watsco can continue to hum along. Markel is a specialty insurer that has benefited from strong pricing in its insurance niches. Its conservative reserving enables it to navigate challenging periods and invest its float in stocks and private businesses, which was an additional benefit to profit and book value growth during the fiscal year. The three legs of success at Markel (prudent reserving, healthy underwriting, and strong investing) have all been on show lately.

 

11

Returns are for Net Asset Value, net of fees and expenses. Inception of the ETF was 6/17/2014, which represents the inception of the Advisor share class of the pre-conversion mutual fund. The benchmark of the Motley Fool Mid-Cap Growth Fund is the Russell Midcap Growth Total Return Index.

12

Contribution to return is a combination of average weighting in the portfolio and total return during the period.

 

 

5

 

 

Motley Fool ASSET MANAGEMENT ETFS

Letter to Shareholders (Continued)

AUGUST 31, 2023 (Unaudited)

 

The bottom three contributors to returns were Paylocity Holding (-17%), SBA Communications (-30%), and SVB Financial Group (-100%). Paylocity’s business continues to chug along and its payroll and human capital management software solutions are evolving to solve more time- and labor- intensive tasks. Its stock sold off alongside many higher-growth, richly valued software businesses during the fiscal year ended August 31, 2023 and also suffered from investors raising probabilities of a recession that would bring about lower employment, which is a key driver of results. Tower operator SBA Communications continues to see its shares languish. SBA faces moderating near-term growth as cell carriers lap peak 5G investments and debt costs rise on the back of higher rates. That is no surprise, but investors have focused on it, and it’s the current reality. We see SBA management aptly managing its balance sheet, prioritizing free cash flow for debt reduction over share repurchases, and being disciplined in new tower purchases. With a longer view, the value of SBA’s services to enable data consumption and connectivity continues to increase. We detailed SVB Financial Group’s poor performance above, in the Motley Fool Global Opportunities ETF section.

 

Motley Fool Small-Cap Growth ETF

 

The Motley Fool Small-Cap Growth ETF returned 16.13% during the fiscal year ended August 31, 2023, besting its benchmark’s gain of 6.78% for the same period. Cumulatively since inception (almost five years!), the Motley Fool Small-Cap Growth ETF has returned 60.36% versus 36.53% returns for the benchmark over the same period.13

 

The Fund’s performance, relative to its benchmark, during the fiscal year ended August 31, 2023 was impacted overwhelmingly by stock selection. Stock selection in the Information Technology and Communication Services sectors were the largest detractors from return. However, stock selection in the Health Care and Industrials sectors more than offset these headwinds.

 

The top three contributors to returns14 were Axon Enterprise (+82%), Penumbra (+61%), and Leonardo DRS (+56%). We detailed Axon’s stellar performance above, in the Motley Fool Global Opportunities ETF section. Penumbra is a medical device company that continues to execute on its Lightning series of products related to aspirated blood clot removals. With additional products on the way, the company is demonstrating its products achieve valuable patient outcomes worthy of transitioning “watched” patients to “treated” patients. Penumbra looks to surpass $1 billion in revenue during 2023 as it makes progress on helping the 3 million or so patients that suffer from clinically significant blood clots. Leonardo DRS is a defense contractor that announced several large contract awards, including an April 2023 award valued over $1 billion to provide integrated electric propulsion components for the US Navy’s next generation Columbia-class submarine. The Columbia-class submarine will replace the Ohio-class, the first submarine of which was commissioned in the late 1970s. In June, Leonardo DRS was added to the Russell 2000 and Russell 3000 Indexes as part of the 2023 Russell index annual reconstitution. Leonardo DRS shares gained 34% in the quarter.

 

The bottom three contributors to returns were Cardlytics (-62%), Alarm.com Holdings (-12%), and Clarus (-52%). Cardlytics provides an advertising platform driven by unique access to debit and credit card data provided by its banking partner. The company and its stock have been hit from several angles. The broad slowdown in digital advertising as companies anticipate a recession clearly doesn’t help, but Cardlytics has also faced a more company-specific issue from a strategic rethink at Starbucks (one of their major advertisers) with the management change at that company. Cardlytics has also seen its founders leave the company, which is definitely something worthy of investor attention. The company is still unprofitable and many investors, including ourselves, have lost patience in the company’s promising platform (we exited our position in January). Competitive intensity in the smart home security industry and the perception of risk, overall, is rising for Alarm.com. Home security frenemy Vivint announced it would stop paying license fees to Alarm.com, immediately. Vivint has been paying those license fees for over a decade and Alarm.com is pursuing the legal actions necessary to collect, but the announcement of an unexpected $24 million, high margin hit to next-year’s results, sent shares lower. Vivint also announced it was being acquired by NRG, an energy business looking to beef up subscription revenue and deepen relationships with homeowners. Add on rising recession fears, inflation and supply chain challenges impacting its hardware profitability, and falling software valuations and Alarm.com’s stock has hit a rough patch. In our view, the business continues to perform well and its prospects are bright. Clarus is a holding company that buys and builds “super-fan” outdoor brands. Its best known asset is the rock climbing and mountaineering brand Black Diamond. In hindsight, perhaps we should have waited for a larger margin of safety with our initial purchase and subsequent small addition. While we believe the company’s strategy is sound and management is a good steward of its outdoor brands, the macro realities

 

13

Returns are for Net Asset Value, net of fees and expenses. Inception of the ETF was 10/29/2018. The benchmark is the Russell 2000 Growth Total Return Index.

14

Contribution to return is a combination of average weighting in the portfolio and total return during the period.

 

6

 

 

 

Motley Fool ASSET MANAGEMENT ETFS

Letter to Shareholders (Continued)

AUGUST 31, 2023 (Unaudited)

 

of falling consumer savings rates, full employment, input cost environment, and rising recession risks are expected to weigh on Clarus and other consumer discretionary businesses in the near term. The company has lowered guidance on several occasions and brought in new management to navigate its path forward.

 

PASSIVE ETF PERFORMANCE AND COMMENTARY

 

Motley Fool 100 Index ETF

 

The Motley Fool 100 Index ETF increased 22.71% during the fiscal year ended August 31, 2023. During the same period, the Motley Fool 100 Index, which the Motley Fool 100 Index ETF is designed to track, increased 23.37% and the S&P 500 Total Return Index increased 15.94%. Cumulatively since inception, the Motley Fool 100 Index ETF returned 112.33%. Over that period, the Motley Fool 100 Index returned 118.41% and the S&P 500 Index returned 74.36%.15

 

The ETF’s net asset value return differed from that of its underlying index, the Motley Fool 100 Index, due primarily to the deduction of management fees and transaction costs. A small cash balance across the fiscal year ended August 31, 2023 and securities lending income helped reduce tracking error.

 

As a passive implementation of active stock selection, the ETF’s performance in each period is reflective of the construction of its underlying index, the Motley Fool 100 Index, which is a market capitalization weighted portfolio of the 100 largest, liquid, high-conviction stock selections from The Motley Fool, LLC.16 The Motley Fool 100 Index has historically had, and continued through the fiscal year ended August 31, 2023 to have, a top-heavy construction and concentration in a subset of sectors. As a result, the largest holdings and sector exposures have a significant impact on the Motley Fool 100 Index’s overall performance.

 

The top three contributors17 to the Motley Fool 100 Index ETF’s performance were NVIDIA (+227%), Microsoft (+27%) and Apple (+20%). These three companies had a combined average portfolio weight during the fiscal year of more than 28%. The bottom three contributors were CVS Health (-32%), The Walt Disney Company (-25%), and Tesla (-6%). These three companies had a combined average portfolio weight during the fiscal year of a bit over 5%.

 

Over the fiscal year ended August 31, 2023, nearly 1 in 3 holdings detracted from returns. However, the ETF’s large weighting in the largest market capitalization stocks and to the Information Technology and Communication Services sectors overcame this headwind and drove its outperformance versus the S&P 500 Index.

 

Motley Fool Next Index ETF

 

The Motley Fool Next Index ETF gained 5.21% during the fiscal year ended August 31, 2023. During the same period, the Motley Fool Next Index, which the Motley Fool Next Index ETF is designed to track, rose 5.76% and the Russell Midcap Growth Total Return Index increased 13.00%. Cumulatively since the ETF’s inception, the Motley Fool Next Index ETF returned -20.96%, the Motley Fool Next Index returned -20.39% and the Russell Midcap Growth Total Return Index returned -15.72%.18

 

The ETF’s net asset value return differed from that of its underlying index, the Motley Fool Next Index, due primarily to the deduction of management fees and transaction costs. A small cash balance across the fiscal year ended August 31, 2023 helped reduce tracking error.

 

As a passive implementation of active stock selection, the ETF’s performance in each period is reflective of the construction of its underlying index, the Motley Fool Next Index, which is a market capitalization weighted index of the mid- and small-capitalization U.S. companies that have been recommended by The Motley Fool, LLC’s analysts, or research publications.19

 

15

Returns are for Net Asset Value, net of fees and expenses. The market price return for the Motley Fool 100 Index ETF for the year ended 8/31/2023 was 22.63%, and since inception, was 14.42% annualized. Inception of the Motley Fool 100 Index ETF was 1/29/2018.

16

Motley Fool Asset Management, LLC is a subsidiary of The Motley Fool. The Motley Fool is responsible for independently managing the Motley Fool 100 Index. To learn more about the index, see its website: https://www.fool100.com/

17

Contribution to return is a combination of average weighting in the portfolio and total return during the period.

18

Returns are for Net Asset Value, net of fees and expenses. The market price return for the Motley Fool Next Index ETF for the year ended 8/31/2023 was 5.39%, and since inception was -13.13% annualized. Inception of the Motley Fool Next Index ETF was 12/30/2021.

19

Motley Fool Asset Management, LLC is a subsidiary of The Motley Fool. The Motley Fool is responsible for independently managing the Motley Fool Next Index. To learn more about the index, see its website: https://foolindices.com/fool-next/methodology/

 

 

7

 

 

Motley Fool ASSET MANAGEMENT ETFS

Letter to Shareholders (Continued)

AUGUST 31, 2023 (Unaudited)

 

The top three contributors to the Motley Fool Next Index ETF’s performance were Fair Isaac (+101%), HubSpot (+62%) and Exact Sciences (+135%). These three companies had a combined average portfolio weight during the fiscal year of 3%. The bottom three contributors were Warner Brothers Discovery (-28%), EPAM Systems (-39%), and SVB Financial Group (-100%). These three companies had a combined average portfolio weight during the fiscal year just shy of 3%.

 

The Motley Fool Next Index had larger than benchmark exposure to the strongest two performing sectors, Consumer Discretionary and Industrials, which helped performance. However, stock selection in the Consumer Discretionary and Information Technology sectors overtook that tailwind and led to underperformance during the year ended August 31, 2023. The ETF reflected these relative positions and performance suffered accordingly.

 

Motley Fool Capital Efficiency 100 Index ETF

 

The Motley Fool Capital Efficiency 100 Index ETF rose 24.81% over the fiscal year ended August 31, 2023. During the same period, the Motley Fool Capital Efficiency 100 Index, which the Motley Fool Capital Efficiency 100 Index ETF is designed to track, increased 25.52% and the S&P 500 Total Return Index advanced 15.94%. Cumulatively since inception, the Motley Fool Capital Efficiency 100 Index ETF returned -2.45%. Over that period, the Motley Fool Capital Efficiency 100 Index returned -2.08% and the S&P 500 Index returned -1.82%.20

 

The ETF’s net asset value return differed from that of its underlying index, the Motley Fool Capital Efficiency 100 Index, due primarily to the deduction of management fees and transaction costs. A small cash balance across the fiscal year ended August 31, 2023 helped reduce tracking error.

 

As a passive implementation of active stock selection, the ETF’s performance in each period is reflective of the construction of its underlying index, the Motley Fool Capital Efficiency 100 Index, which tracks the performance of the highest scoring stocks of US companies, measured by a company’s capital efficiency, that have been recommended The Motley Fool, LLC’s analysts and newsletters.21 Capital efficiency is a measure of how a business turns its investments into revenue and profit, and it provides insight into the company’s return on invested capital.

 

The top three contributors22 to the Motley Fool Capital Efficiency Index ETF’s performance were Meta Platforms (+82%), Broadcom (+90%) and Mastercard (+28%). These three companies had a combined average portfolio weight during the fiscal year of greater than 13%. The bottom three contributors were UnitedHealth Group (-7%), Advanced Micro Devices (-25%), and NVIDIA (-17%). These three companies had a combined average portfolio weight during the fiscal year of nearly 6%.

 

The Motley Fool Capital Efficiency 100 Index was overweight in the Information Technology sector, which performed well during the fiscal year ended August 31, 2023. However, the stock selection within the Information Technology sector detracted from performance. The ETF reflected these same phenomena.

 

20

Returns are for Net Asset Value, net of fees and expenses. The market price return for the Motley Fool Capital Efficiency 100 Index ETF for the year ended 8/31/2023 was 24.99%, and since inception, was -2.34% annualized. Inception of the Motley Fool Capital Efficiency 100 Index ETF was 12/30/2021.

21

Motley Fool Asset Management, LLC is a subsidiary of The Motley Fool. The Motley Fool is responsible for independently managing the Motley Fool Capital Efficiency 100 Index. To learn more about the index, see its website:
https://foolindices.com/fool-capital-efficiency/methodology/

22

Contribution to return is a combination of average weighting in the portfolio and total return during the period.

 

8

 

 

 

Motley Fool ASSET MANAGEMENT ETFS

Letter to Shareholders (Concluded)

AUGUST 31, 2023 (Unaudited)

 

THANKFUL AND HOPEFULLY DESERVING

 

Quality ownership and patient capital are enablers of long-term success. But they’re so rare that they actually represent a competitive advantage. Yes, that’s a role you play in our joint long-term success. I hope that fact is empowering.

 

I’m not sure if Motley Fool Asset Management is an opera, a rock concert, or a Taylor Swift cover band, but we’re glad you’ve self-selected to be here. If you get the shareholders you deserve, we feel like we belong together.23

 

We remain thankful for and humbled by your trust.

 

Onward,

 

 

Bryan Hinmon
Chief Investment Officer, Motley Fool Asset Management, LLC

 

Disclosures

 

Past performance does not guarantee future results. There can be no guarantee that any strategy (risk management or otherwise) will be successful. All investing involves risk and may lose money, including loss of principal. Securities in a Fund may not match those in an index and performance of the Fund will be different. You cannot invest directly into an index.

 

This Letter to Shareholders seeks to describe some of the Adviser’s current opinions and views of the financial markets. Although the Adviser believes it has a reasonable basis for any opinions or views expressed, actual results may differ, sometimes significantly so, from those expected or expressed. The securities held by the Funds that are discussed in this Letter to Shareholders were held during the period covered by the annual report. They do not comprise the entire investment portfolio of the Funds, may be sold at any time, and may no longer be held by any of the Funds. The opinions of the Adviser with respect to those securities may change at any time.

 

23

50,000 bonus points if you made it all the way to the end of this letter and picked up on the reference to Taylor Swift’s fun and delightfully innocent 2008 hit “You Belong With Me.”

 

 

9

 

 

Motley Fool GLOBAL OPPORTUNITIES ETF

Portfolio Characteristics

(Unaudited)

 

Average Annual Total Returns for the periods ended august 31, 2023

 

One
Year

Five
Years

Since
Inception

Inception
Date

Motley Fool Global Opportunities ETF (at NAV)*

11.24%

6.80%

8.56%

6/17/2014

Motley Fool Global Opportunities ETF (at Market Price)

11.19%

N/A

-7.93%

 

FTSE Global All Cap Net Tax Index**

13.96%

7.46%

7.51%(1)

Fund Expense Ratio:(2) 0.85%

 

 

The performance data quoted represents past performance and does not guarantee future results. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained at www.fooletfs.com. The investment return and principal value of an investment will fluctuate so that shares, when redeemed, may be worth more or less than their original cost.

 

(1)

Benchmark performance is from inception date of the Fund only and is not the inception date of the benchmark itself.

(2)

The expense ratios of the Fund are set forth according to the Prospectus for the Fund and may differ from the expense ratios disclosed in the Financial Highlights tables in this report. See the Financial Highlights for more current expense ratios.

*

The Motley Fool Global Opportunities ETF operated as a series of The Motley Fool Funds Trust (the “Predecessor Fund”) prior to December 21, 2016 at which time the Predecessor Fund was reorganized into the Fund. The performance shown for periods prior to December 21, 2016 represents the performance of the Predecessor Fund. These returns reflect expense waivers by the Fund’s investment adviser. Without these waivers, returns would have been lower.

**

The FTSE Global All Cap Net Tax Index is a market-capitalization weighted index representing the performance of large, mid and small cap companies in Developed and Emerging markets. The index is comprised of approximately 9,500 securities from 49 countries and captures 98% of the world’s investable market capitalization. Fair value prices and foreign exchange as of 4 pm ET are used in the calculation of this index, and returns are adjusted for withholding taxes applicable to dividends received by a U.S. Regulated Investment Company domiciled in the United States. The index is unmanaged and not available for direct investments. Its performance does not reflect deductions for fees, expenses or taxes.

 

10

 

 

 

Motley Fool GLOBAL OPPORTUNITIES ETF

Portfolio Characteristics (CONTINUED)

(Unaudited)

 

The investment objective of the Motley Fool Global Opportunities ETF is to achieve long-term capital appreciation, and it pursues this objective by investing primarily in common stocks of companies located anywhere in the world. The Fund seeks long-term growth by identifying and acquiring securities of companies that are, in the view of Motley Fool Asset Management, LLC (the “Adviser”), high quality. To identify these high-quality businesses, the Adviser engages in research to evaluate each company under consideration using four criteria: management, culture, and incentives; the economics of the business; competitive advantage; and trajectory. The Adviser’s approach prizes a long-term mindset and a balance of qualitative and quantitative factors.

 

The Fund will invest in areas of the market, that, in the view of the Adviser, offer the greatest potential for long-term capital appreciation, and it does not attempt to match the allocations of its benchmark. As such, significant deviation from the benchmark is expected from time to time, especially over shorter time frames.

 

The allocations to various sectors, countries, or any other macro-economic designation, are the byproduct of rigorous bottom-up analysis rather than an intentional top-down opinion of asset classes. While market conditions are constantly changing, exposure to equity market risk is needed to consistently achieve equity-like returns.

 

The following tables show the top ten holdings, sector allocations, and top ten countries in which the Fund was invested in as of August 31, 2023. Portfolio holdings are subject to change without notice.

 

Top Ten Holdings

% OF NET
Assets

Mastercard, Inc., Class A

6.5%

Amazon.com, Inc.

5.8

ICON PLC

5.0

Watsco, Inc.

4.9

Alphabet, Inc., Class C

4.6

Axon Enterprise, Inc.

4.0

Waste Connections, Inc.

3.9

MercadoLibre, Inc.

3.6

International Container Terminal Services, Inc.

3.6

Atlassian Corp.

3.5

 

45.4%

 

 

11

 

 

Motley Fool GLOBAL OPPORTUNITIES ETF

Portfolio Characteristics (Concluded)

(Unaudited)

 

The Motley Fool Global Opportunities ETF uses the Global Industry Classification StandardSM (“GICS SM”) as the basis for the classification of securities on the Schedule of Investments (“SOI”).

 

Sector Allocation

% OF Net
Assets

Industrials

20.4%

Information Technology

20.2

Consumer Discretionary

15.2

Communication Services

12.7

Financials

11.7

Health Care

7.3

Real Estate

7.0

Consumer Staples

2.3

 

96.8%

 

Top ten Countries

% OF Net
Assets

United States*

53.9%

Canada

7.8

Ireland

7.3

Argentina

3.6

Philippines

3.6

Spain

3.3

Taiwan

3.2

China

3.1

United Kingdom

3.0

Georgia

2.7

 

91.5%

 

*

As of the date of this report, the Fund had a holding of 2.7% in the U.S. Bank Money Market Deposit Account.

 

12

 

 

 

Motley Fool MID-CAP GROWTH ETF

Portfolio Characteristics

(Unaudited)

 

Average Annual Total Returns for the periods ended August 31, 2023

 

One
Year

Five
Years

Since
Inception

Inception
Date

Motley Fool Mid-Cap Growth ETF (at NAV)*

8.58%

3.70%

7.53%

6/17/2014

Motley Fool Mid-Cap Growth ETF (at Market Price)

8.65%

N/A

-8.77%

 

Russell MidCap® Growth Total Return Index**

13.00%

7.95%

9.90%(1)

Fund Expense Ratio:(2) 0.85%

 

 

The performance data quoted represents past performance and does not guarantee future results. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained at www.fooletfs.com. The investment return and principal value of an investment will fluctuate so that shares, when redeemed, may be worth more or less than their original cost.

 

(1)

Benchmark performance is from inception date of the Fund only and is not the inception date of the benchmark itself.

(2)

The expense ratios of the Fund are set forth according to the Prospectus for the Fund and may differ from the expense ratios disclosed in the Financial Highlights tables in this report. See the Financial Highlights for more current expense ratios.

*

The Motley Fool Mid-Cap Growth ETF operated as a series of The Motley Fool Funds Trust (the “Predecessor Fund”) prior to December 21, 2016 at which time the Predecessor Fund was reorganized into the Fund. The performance shown for periods prior to December 21, 2016 represents the performance of the Predecessor Fund. These returns reflect expense waivers by the Fund’s investment adviser. Without these waivers, returns would have been lower.

**

The Russell Midcap® Growth Total Return Index measures the performance of the mid-cap growth segment of the U.S. equity universe. It includes those Russell Midcap® Index companies with higher price-to-book ratios and higher forecasted growth values. The Russell Midcap® Growth Total Return Index is constructed to provide a comprehensive and unbiased barometer of the mid-cap growth market. The Index is completely reconstituted annually to ensure larger stocks do not distort the performance and characteristics of the true mid-cap growth market.

 

The investment objective of the Motley Fool Mid-Cap Growth ETF is to achieve long-term capital appreciation, and it pursues this objective by investing primarily in common stocks of companies organized in the United States. The Fund seeks long-term growth by identifying and acquiring securities of companies that are, in the view of the Adviser, high quality. To identify these high-quality businesses, the Adviser engages in research to evaluate each company under consideration using four criteria: management, culture, and incentives; the economics of the business; competitive advantage; and trajectory. The Adviser’s approach prizes a long-term mindset and a balance of qualitative and quantitative factors.

 

The Fund will invest in areas of the market, that, in the view of the Adviser, offer the greatest potential for long-term capital appreciation, and it does not attempt to match the allocations of its benchmark. As such, significant deviation from the benchmark is expected from time to time, especially over shorter time frames.

 

 

13

 

 

Motley Fool MID-CAP GROWTH ETF

Portfolio Characteristics (Concluded)

(Unaudited)

 

The allocations to various sectors, or any other macro-economic designation, are the byproduct of rigorous bottom-up analysis rather than an intentional top-down opinion of asset classes. While market conditions are constantly changing, exposure to equity market risk is needed to consistently achieve equity-like returns. The Adviser views its time as best spent focused on evaluating businesses and seeking to minimize company-specific risk in order to pursue its objective of long-term capital appreciation.

 

Although the Motley Fool Mid-Cap Growth ETF may invest in companies with any market capitalization, the Adviser expects that investments in the securities of companies having smaller- and mid-market capitalizations will be important components of the Fund’s investment program. Investments in securities of these companies may involve greater risk than do investments in larger, more established companies. Small- and mid-cap stocks tend to be more volatile and less liquid than their large-cap counterparts.

 

The following tables show the top ten holdings, and sector allocations in which the Fund was invested in as of August 31, 2023.Portfolio holdings are subject to change without notice.

 

Top ten Holdings

% OF Net
Assets

Axon Enterprise, Inc.

5.9%

Brown & Brown, Inc.

5.8

Watsco, Inc.

4.6

Broadridge Financial Solutions, Inc.

4.6

Markel Corp.

4.4

Tyler Technologies, Inc.

4.4

Fastenal Co.

4.4

SBA Communications Corp.

4.0

Paylocity Holding Corp.

3.9

Gentex Corp

3.8

 

45.8%

 

The Motley Fool Mid-Cap Growth ETF uses the Global Industry Classification StandardSM (“GICS SM”) as the basis for the classification of securities on the Schedule of Investments (“SOI”).

 

Sector Allocation

% OF Net
Assets

Information Technology

23.8%

Industrials

20.0

Financials

18.7

Health Care

13.1

Consumer Discretionary

11.9

Real Estate

9.2

Materials

2.3

 

99.0%

 

14

 

 

 

Motley Fool 100 Index ETF

Portfolio Characteristics

(Unaudited)

 

AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS ENDED August 31, 2023

 

One
Year

Five
Years

Since
Inception

Inception
Date

Motley Fool 100 Index ETF (at NAV)

22.71%

13.96%

14.43%

1/29/2018

Motley Fool 100 Index ETF (at Market Price)

22.63%

13.91%

14.42%

 

Motley Fool 100 Index*

23.37%

14.55%

15.01%(1)

S&P 500© Total Return Index**

15.94%

11.12%

10.46%(1)

Fund Expense Ratio:(2) 0.50%

       

 

 

The performance data quoted represents past performance and does not guarantee future results. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained at www.fooletfs.com. The investment return and principal value of an investment will fluctuate so that shares, when redeemed, may be worth more or less than their original cost.

 

(1)

Benchmark performance is from inception date of the Fund only and is not the inception date of the benchmark itself.

(2)

The expense ratio of the Fund is set forth according to the Prospectus for the Fund and may differ from the expense ratio disclosed in the Financial Highlights table in this report. See the Financial Highlights for most current expense ratio.

*

The Motley Fool 100 Index (“Fool 100 Index”) was developed by The Motley Fool, LLC (“The Motley Fool”), an affiliate of Motley Fool Asset Management, LLC (“Adviser”), in 2017 and is a proprietary, rules-based index designed to track the performance of the 100 largest, most liquid U.S. companies that have been recommended by The Motley Fool’s analysts and newsletters or the highest-rated stocks in Fool IQ, the company’s analyst opinion database. Every company included in the Fool 100 Index is incorporated and listed in the U.S. The Fool 100 Index is calculated and administered by Solactive AG (the “Index Calculation Agent”), which is not affiliated with the Fund, the Adviser or The Motley Fool. Additional information regarding the Fool 100 Index, including its value, is available on the websites of the Fund at www.fooletfs.com and the Index Calculation Agent, at www.solactive.com. You cannot invest directly in an index.

**

The S&P 500® Total Return Index is the total return version of the S&P 500® Index. Dividends are reinvested on a daily basis and all regular cash dividends are assumed reinvested in the index on the ex-dividend date. The S&P 500® Index is a market-capitalization-weighted index of 500 US stocks chosen for market size, liquidity and industry grouping, among other factors. The S&P 500® Index is designed to be a leading indicator of U.S. equities and is meant to reflect the risk/return characteristics of the large cap universe. The S&P 500® Index was first introduced on the 1st of January, 1923, though expanded to 500 stocks on March 4, 1957.

 

 

15

 

 

Motley Fool 100 Index ETF

Portfolio Characteristics (Concluded)

(Unaudited)

 

The following tables show the top ten holdings and sector allocations, in which the Motley Fool 100 Index ETF was invested in as of August 31, 2023. Portfolio holdings are subject to change without notice.

 

Top TEN Holdings

% OF Net
Assets

Apple, Inc.

13.6%

Microsoft Corp.

11.3

Alphabet, Inc., Class C

8.0

Amazon.com, Inc.

6.5

NVIDIA Corp.

5.6

Tesla, Inc.

3.8

Berkshire Hathaway, Inc., Class B

3.6

Meta Platforms, Inc., Class A

3.5

Visa, Inc., Class A

2.3

Johnson & Johnson

2.1

 

60.3%

 

The Motley Fool 100 Index ETF uses the Global Industry Classification StandardSM (“GICSSM”) as the basis for the classification of securities on the Schedule of Investments (“SOI”). We believe that this makes the SOI classifications more standard with the rest of the industry.

 

Sector Allocation

% OF Net
Assets

Information Technology

46.3%

Communication Services

14.8

Consumer Discretionary

14.8

Health Care

9.5

Financials

7.2

Industrials

3.4

Consumer Staples

1.4

Real Estate

1.1

Materials

0.6

Utilities

0.6

Energy

0.2

 

99.9%

 

16

 

 

 

MOTLEY FOOL SMALL-CAP GROWTH ETF

Portfolio Characteristics

(Unaudited)

 

AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS ENDED August 31, 2023

 

One
Year

Three
Years

Since
Inception

Inception
Date

Motley Fool Small-Cap Growth ETF (at NAV)

16.13%

-0.98%

10.25%

10/29/2018

Motley Fool Small-Cap Growth ETF (at Market Price)

16.21%

-1.06%

10.25%

 

Russell 2000 Growth Total Return® Index*

6.78%

2.67%

6.65%(1)

Fund Expense Ratio:(2) 0.85%

       

 

 

The performance data quoted represents past performance and does not guarantee future results. Current performance may be lower or higher. The investment return and principal value of an investment will fluctuate so that shares, when redeemed or sold, may be worth more or less than their original cost.

 

(1)

Benchmark performance is from inception date of the Fund only and is not the inception date of the benchmark itself.

(2)

The expense ratio of the Fund is set forth according to the Prospectus for the Fund and may differ from the expense ratio disclosed in the Financial Highlights table in this report. See the Financial Highlights for most current expense ratio.

*

The Russell 2000 Growth Total Return® Index measures the performance of those companies included in the Russell 2000 Index with higher price-to-book ratios and higher forecasted earnings growth rates. The Russell 2000 Index measures the performance of approximately 2,000 companies with small-market capitalizations.

 

 

17

 

 

MOTLEY FOOL SMALL-CAP GROWTH ETF

Portfolio Characteristics (CONCLUDED)

(Unaudited)

 

The following tables show the top ten holdings and sector allocations, in which the Motley Fool Small-Cap Growth ETF was invested in as of August 31, 2023. Portfolio holdings are subject to change without notice.

 

Top TEN Holdings

% OF Net
Assets

Goosehead Insurance, Inc., Class A

4.8%

Alarm.com Holdings, Inc.

4.7

Q2 Holdings, Inc.

4.3

Live Oak Bancshares, Inc.

3.7

Smartsheet, Inc., Class A

3.6

Inari Medical, Inc.

3.5

Gentex Corp.

3.5

Howard Hughes Holdings, Inc.

3.4

Globus Medical, Inc., Class A

3.3

GXO Logistics, Inc.

3.1

 

37.9%

 

The Motley Fool Small-Cap Growth ETF uses GICSSM as the basis for the classification of securities on the Schedule of Investments.

 

Sector Allocation

% OF Net
Assets

Health Care

23.8%

Industrials

21.1

Information Technology

16.7

Financials

11.0

Consumer Discretionary

8.3

Real Estate

6.0

Energy

2.9

Consumer Staples

1.7

Materials

0.9

 

92.4%

 

18

 

 

 

MOTLEY FOOL CAPITAL EFFICIENCY 100 INDEX ETF

Portfolio Characteristics

(Unaudited)

 

AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS ENDED August 31, 2023

 

One
Year

Since
Inception

Inception
Date

Motley Fool Capital Efficiency 100 Index ETF (at NAV)

24.81%

-2.45%

12/30/2021

Motley Fool Captial Efficiency 100 Index ETF (at Market Price)

24.99%

-2.34%

 

Motley Fool Capital Efficiency 100 Index*

25.52%

-2.08%(1)

S&P 500© Total Return Index**

15.94%

-1.82%(1)

Fund Expense Ratio:(2) 0.50%

     

 

 

The performance data quoted represents past performance and does not guarantee future results. Current performance may be lower or higher. The investment return and principal value of an investment will fluctuate so that shares, when redeemed or sold, may be worth more or less than their original cost.

 

(1)

Benchmark performance is from inception date of the Fund only and is not the inception date of the benchmark itself.

(2)

The expense ratio of the Fund is set forth according to the Prospectus for the Fund and may differ from the expense ratio disclosed in the Financial Highlights table in this report. See the Financial Highlights for most current expense ratio.

*

The Motley Fool Capital Efficiency 100 Index (“Capital Efficiency 100 Index”) was developed by The Motley Fool, LLC (“The Motley Fool”), an affiliate of Motley Fool Asset Management, LLC (“Adviser”), in 2021 and is a proprietary, rules-based index designed to track the performance of the highest scoring stocks of U.S. companies, measured by a company’s capital efficiency, that have been recommended by The Motley Fool’s analysts and newsletters, and that also meet certain liquidity requirements. Capital efficiency is a measure of how a business turns its investments into revenue and profit and it provides insight into the company’s return on invested capital. Every company included in the Capital Efficiency 100 Index is incorporated and listed in the U.S. The Capital Efficiency 100 Index is calculated and administered by Solactive AG (the “Index Calculation Agent”), which is not affiliated with the Fund, the Adviser or The Motley Fool. Additional information regarding the Capital Efficiency 100 Index, including its value, is available on the websites of the Fund at www.fooletfs.com and the Index Calculation Agent, at www.solactive.com. You cannot invest directly in an index.

**

The S&P 500® Total Return Index is the total return version of the S&P 500® Index. Dividends are reinvested on a daily basis and all regular cash dividends are assumed reinvested in the index on the ex-dividend date. The S&P 500® Index is a market-capitalization-weighted index of 500 US stocks chosen for market size, liquidity and industry grouping, among other factors. The S&P 500® Index is designed to be a leading indicator of U.S. equities and is meant to reflect the risk/return characteristics of the large cap universe. The S&P 500® Index was first introduced on the 1st of January, 1923, though expanded to 500 stocks on March 4, 1957.

 

 

19

 

 

MOTLEY FOOL CAPITAL EFFICIENCY 100 INDEX ETF

Portfolio Characteristics (CONCLUDED)

(Unaudited)

 

The following tables show the top ten holdings and sector allocations, in which the Motley Fool Capital Efficiency 100 Index ETF was invested in as of August 31, 2023. Portfolio holdings are subject to change without notice.

 

Top TEN Holdings

% OF Net
Assets

Alphabet, Inc., Class C

5.3%

Amazon.com, Inc.

5.3

Visa, Inc., Class A

5.2

Meta Platforms, Inc., Class A

5.1

Mastercard, Inc., Class A

5.1

UnitedHealth Group, Inc.

5.0

Apple, Inc.

4.9

Johnson & Johnson

4.8

Home Depot, Inc., (The)

4.7

Microsoft Corp.

4.6

 

50.0%

 

The Motley Fool Capital Efficiency 100 Index ETF uses GICSSM as the basis for the classification of securities on the Schedule of Investments.

 

Sector Allocation

% OF Net
Assets

Information Technology

42.9%

Health Care

18.2

Communication Services

14.3

Consumer Discretionary

13.1

Industrials

5.2

Consumer Staples

3.7

Materials

1.7

Financials

0.5

 

99.6%

 

20

 

 

 

MOTLEY FOOL NEXT INDEX ETF

Portfolio Characteristics

(Unaudited)

 

AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS ENDED August 31, 2023

 

One
Year

Since
Inception

Inception
Date

Motley Fool Next Index ETF (at NAV)

5.21%

-13.15%

12/30/2021

Motley Fool Next Index ETF (at Market Price)

5.39%

-13.13%

 

Motley Fool Next Index*

5.76%

-12.77%(1)

Russell Midcap® Growth Total Return Index**

13.00%

-9.74%(1)

Fund Expense Ratio:(2) 0.50%

     

 

 

The performance data quoted represents past performance and does not guarantee future results. Current performance may be lower or higher. The investment return and principal value of an investment will fluctuate so that shares, when redeemed or sold, may be worth more or less than their original cost.

 

(1)

Benchmark performance is from inception date of the Fund only and is not the inception date of the benchmark itself.

(2)

The expense ratio of the Fund is set forth according to the Prospectus for the Fund and may differ from the expense ratio disclosed in the Financial Highlights table in this report. See the Financial Highlights for most current expense ratio.

*

The Motley Fool Next Index (“Next Index”) was developed by The Motley Fool, LLC (“The Motley Fool”), an affiliate of Motley Fool Asset Management, LLC (“Adviser”), in 2021 and is a proprietary, rules-based index designed to track the performance of the 100 largest, most liquid U.S. companies that have been recommended by The Motley Fool’s analysts and newsletters. Every company included in the Capital Efficiency 100 Index is incorporated and listed in the U.S. The Next Index is calculated and administered by Solactive AG (the “Index Calculation Agent”), which is not affiliated with the Fund, the Adviser or The Motley Fool. Additional information regarding the Next Index, including its value, is available on the websites of the Fund at www.fooletfs.com and the Index Calculation Agent, at www.solactive.com. You cannot invest directly in an index.

**

The Russell Midcap® Growth Total Return Index measures the performance of the mid-cap growth segment of the U.S. equity universe. It includes those Russell Midcap® Index companies with higher price-to-book ratios and higher forecasted growth values. The Russell Midcap® Growth Total Return Index is constructed to provide a comprehensive and unbiased barometer of the mid-cap growth market. The Index is completely reconstituted annually to ensure larger stocks do not distort the performance and characteristics of the true mid-cap growth market.

 

 

21

 

 

MOTLEY FOOL NEXT INDEX ETF

Portfolio Characteristics (CONCLUDED)

(Unaudited)

 

The following tables show the top ten holdings and sector allocations, in which the Motley Fool Next Index ETF was invested in as of August 31, 2023. Portfolio holdings are subject to change without notice.

 

Top TEN Holdings

% OF Net
Assets

Corning, Inc.

1.8%

Gartner, Inc.

1.8

HubSpot, Inc.

1.7

MongoDB, Inc.

1.7

Nasdaq, Inc.

1.7

Alnylam Pharmaceuticals, Inc.

1.6

Take-Two Interactive Software, Inc.

1.5

Tractor Supply Co.

1.5

Fair Isaac Corp.

1.4

McCormick & Co., Inc.

1.4

 

16.1%

 

The Motley Fool Next Index ETF uses GICSSM as the basis for the classification of securities on the Schedule of Investments.

 

Sector Allocation

% OF Net
Assets

Information Technology

35.6%

Consumer Discretionary

16.0

Industrials

13.3

Health Care

12.4

Financials

8.8

Communication Services

6.7

Consumer Staples

4.4

Real Estate

1.4

Materials

1.1

Energy

0.2

 

99.9%

 

 

22

 

 

 

Motley Fool Asset Management ETFs

Fund Expense Examples

AUGUST 31, 2023 (UNAUDITED)

 

As a shareholder of the Fund(s), you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, (if any), including brokerage commissions on purchases and sales of Fund shares, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund(s) and to compare these costs with the ongoing costs of investing in other ETFs.

 

These examples are based on an investment of $1,000 invested at the beginning of the six-month period from March 1, 2023 through August 31, 2023, and held for the entire period.

 

Actual Expenses

 

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

 

Hypothetical Examples for Comparison Purposes

 

The second line of the accompanying table provides information about hypothetical account values and hypothetical expenses based on each Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in a Fund and other funds. To do so, compare these 5% hypothetical examples with the 5% hypothetical examples that appear in the shareholder reports of other funds.

 

Please note that the expenses shown in the accompanying table are meant to highlight your ongoing costs only and do not reflect any transactional costs. Therefore, the second line of the accompanying table is useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

Do you know how many times a fund, or the market, has returned a smooth 5% over a long period of time? Never. But we have to pick some example. In reality, the market’s returns are always far bumpier, with the market returning 20% one year, followed by a loss of 10% the next year, followed by a 3% gain,etc. These variations affect actual expenses as well. Happily, over almost all time periods of 20 years or longer, according to the research of University of Pennsylvania’s Jeremy Siegel and others, the domestic market’s returns have been at least 5% per year on average.

 

 

 

23

 

 

Motley Fool Asset Management ETFs

Fund Expense Examples (Concluded)

AUGUST 31, 2023 (UNAUDITED)

 

 

 

Beginning
Account Value
March 1,
2023

   

Ending
Account Value
August 31,
2023

   

Expenses
Paid During
Period
(1)

   

Annualized
Expense
Ratio

   

Actual Six-Month Total Investment Returns
for the Funds

 

Motley Fool Global Opportunities ETF

                             

Actual

  $ 1,000.00     $ 1,104.50     $ 4.51     0.85%   10.45%

Hypothetical (5% return before expenses)

  1,000.00     1,020.92     4.33     0.85%   N/A  

Motley Fool Mid-Cap Growth ETF

                             

Actual

  $ 1,000.00     $ 1,086.00     $ 4.47     0.85%   8.60%

Hypothetical (5% return before expenses)

  1,000.00     1,020.92     4.33     0.85%   N/A  

Motley Fool 100 Index ETF

                             

Actual

  $ 1,000.00     $ 1,263.80     $ 2.85     0.50%   26.38%

Hypothetical (5% return before expenses)

  1,000.00     1,022.68     2.55     0.50%   N/A  

Motley Fool Small-Cap Growth ETF

                             

Actual

  $ 1,000.00     $ 1,098.20     $ 4.50     0.85%   9.82%

Hypothetical (5% return before expenses)

  1,000.00     1,020.92     4.33     0.85%   N/A  

Motley Fool Capital Efficiency 100 Index ETF

                       

Actual

  $ 1,000.00     $ 1,242.30     $ 2.83     0.50%   24.23%

Hypothetical (5% return before expenses)

  1,000.00     1,022.68     2.55     0.50%   N/A  

Motley Fool Next Index ETF

                                       

Actual

  $ 1,000.00     $ 1,034.20     $ 2.56     0.50%   3.42%

Hypothetical (5% return before expenses)

  1,000.00     1,022.68     2.55     0.50%   N/A  

 

(1)

Expenses are equal to the Fund’s annualized expense ratio for the period March 1, 2023 through August 31, 2023, multiplied by the average account value over the period, multiplied by the number of days (184) in the most recent fiscal half-year, then divided by 365 to reflect the one-half year period. The Fund’s ending account value in the first section in the table is based on the actual six-month total investment return for the Fund.

 

24

 

 

 

Motley Fool global opportunities ETF

Schedule of Investments

AUGUST 31, 2023

 

 

 

Number of
Shares

   

Value
(NOTE 1)

 
                 

Common Stocks — 96.8%

               

Aerospace & Defense — 4.0%

               

Axon Enterprise, Inc. (United States)*

    81,690     $ 17,392,618  

Banks — 4.3%

               

Bank of Georgia Group PLC (Georgia)

    183,461       8,099,439  

HDFC Bank., Ltd., (India)ADR

    166,348       10,365,144  
              18,464,583  

Capital Markets — 4.8%

               

Brookfield Asset Management Ltd. (Canada)(a)ADR

    58,725       2,028,949  

Brookfield Corp. (Canada)

    234,854       8,010,870  

Georgia Capital PLC (Georgia)*

    282,828       3,482,547  

MSCI, Inc. (United States)

    13,020       7,077,932  
              20,600,298  

Commercial Services & Supplies — 3.9%

               

Waste Connections, Inc. (Canada)ADR

    122,408       16,768,672  

Diversified Telecommunication Services — 3.3%

               

Cellnex Telecom SA (Spain)(b)

    370,876       14,196,249  

Entertainment — 2.4%

               

Universal Music Group NV (Netherlands)

    418,580       10,389,495  

Equity Real Estate Investment Trusts (REITs) — 5.8%

               

American Tower Corp. (United States)

    35,592       6,453,541  

Equinix, Inc. (United States)

    15,800       12,345,804  

SBA Communications Corp. (United States)

    28,108       6,311,089  
              25,110,434  

Food & Staples Retailing — 2.3%

               

Costco Wholesale Corp. (United States)

    18,235       10,016,121  

Health Care Equipment & Supplies — 2.2%

               

Medtronic PLC (Ireland)ADR

    116,242       9,473,723  

Health Care Providers & Services 0.0%

               

NMC Health PLC (United Arab Emirates)(c)*

    485,482        

Hotels, Restaurants & Leisure — 5.8%

               

Starbucks Corp. (United States)

    122,408       11,927,436  

Yum China Holdings, Inc. (China)

    244,319       13,117,487  
              25,044,923  

 

 

The accompanying notes are an integral part of these financial statements.

 

 

25

 

 

Motley Fool global opportunities ETF

Schedule of Investments (continued)

AUGUST 31, 2023

 

 

 

Number of
Shares

   

Value
(NOTE 1)

 
                 

Common Stocks (continued)

               

Insurance — 2.6%

               

Aon PLC (United Kingdom)ADR

    34,060     $ 11,355,263  

Interactive Media & Services — 4.6%

               

Alphabet, Inc., Class C (United States)*

    142,960       19,635,556  

Internet & Direct Marketing Retail — 9.4%

               

Amazon.com, Inc. (United States)*

    180,342       24,888,999  

MercadoLibre, Inc. (Argentina)(a)*

    11,363       15,594,127  
              40,483,126  

IT Services — 7.5%

               

Mastercard, Inc., Class A (United States)

    67,882       28,010,828  

PayPal Holdings, Inc. (United States)*

    69,420       4,339,444  
              32,350,272  

Life Sciences Tools & Services — 5.1%

               

ICON PLC (Ireland)*ADR

    83,528       21,712,268  

Machinery — 0.4%

               

FANUC Corp. (Japan)

    63,200       1,803,977  

Media — 2.3%

               

Comcast Corp., Class A (United States)

    185,466       8,672,390  

System1 Group PLC (United Kingdom)*

    508,946       1,334,598  
              10,006,988  

Real Estate Management & Development — 1.2%

               

Jones Lang LaSalle, Inc. (United States)*

    28,916       4,996,685  

Road & Rail — 1.7%

               

Canadian National Railway Co. (Canada)ADR(a)

    64,082       7,216,274  

Semiconductors & Semiconductor Equipment — 3.2%

               

Taiwan Semiconductor Manufacturing Co., Ltd., (Taiwan) SP ADR

    145,118       13,578,691  

Software — 9.5%

               

Atlassian Corp. (United States)*

    74,195       15,140,232  

Everbridge, Inc. (United States)*

    89,644       2,224,068  

Paycom Software, Inc. (United States)

    29,272       8,630,556  

Salesforce.com, Inc. (United States)*

    45,392       10,052,512  

Splunk, Inc. (United States)*

    41,080       4,981,362  
              41,028,730  

 

 

The accompanying notes are an integral part of these financial statements.

 

26

 

 

 

Motley Fool global opportunities ETF

Schedule of Investments (continued)

AUGUST 31, 2023

 

 

 

Number of
Shares

   

Value
(NOTE 1)

 
                 

Common Stocks (continued)

               

Trading Companies & Distributors — 6.8%

               

Fastenal Co. (United States)

    144,662     $ 8,329,638  

Watsco, Inc. (United States)(a)

    57,424       20,933,919  
              29,263,557  

Transportation Infrastructure — 3.6%

               

International Container Terminal Services, Inc. (Philippines)

    4,173,619       15,273,293  

Wireless Telecommunication Services — 0.1%

               

Safaricom Ltd., PLC (Kenya)

    4,000,000       423,368  

Total Common Stocks (Cost $228,541,128)

            416,585,164  
                 

Investment Purchased with Proceeds from Securities Lending Collateral — 9.3%

               

Mount Vernon Liquid Assets Portfolio, LLC, 5.46%

    39,874,840       39,874,840  

Total Investment Purchased with Proceeds from Securities Lending Collateral (Cost $39,874,840)

            39,874,840  
                 

Short-Term Investment — 2.7%

               

U.S. Bank Money Market Deposit Account, 5.20% (United States)(d)

    11,407,238       11,407,238  

Total Short-Term Investment (Cost $11,407,238)

            11,407,238  
                 

Total Investments (Cost $279,823,206) — 108.8%

            467,867,242  

Liabilities in Excess of Other Assets — (8.8)%

            (37,901,258 )

NET ASSETS — 100.0%

          $ 429,965,984  

(Applicable to 15,718,873 shares outstanding)

               

 

*

Non-income producing security.

 

ADR — American Depositary Receipt

 

PLC — Public Limited Company

 

SP ADR — Sponsored ADR

 

(a)

All or a portion of the security is on loan. At August 31, 2022, the market value of securities on loan was $39,407,010.

 

(b)

Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration to qualified institutional buyers. As of August 31, 2023, total market value of Rule 144A securities is $14,196,249 and represents 3.3% of net assets.

 

(c)

Security has been valued at fair market value using significant unobservable inputs as determined in good faith by the Adviser, as valuation designee, under the oversight of The RBB Fund, Inc.’s Board of Directors. As of August 31, 2023, these securities amounted to $0 or 0.0% of net assets.

 

(d)

The rate shown is as of August 31, 2023.

 

The accompanying notes are an integral part of these financial statements.

 

 

27

 

 

Motley Fool mid-cap growth ETF

Schedule of Investments

AUGUST 31, 2023

 

 

 

Number of
Shares

   

Value
(Note 1)

 
                 

Common Stocks — 99.0%

               

Aerospace & Defense — 6.0%

               

Axon Enterprise, Inc. (United States)*

    54,301     $ 11,561,226  

Air Freight & Logistics — 2.5%

               

GXO Logistics, Inc. (United States)(a)*

    75,937       4,857,690  

Auto Components — 6.5%

               

Gentex Corp. (United States)

    227,791       7,439,654  

LCI Industries (United States)(a)

    42,114       5,276,042  
              12,715,696  

Automobiles — 3.0%

               

Thor Industries, Inc. (United States)(a)

    55,100       5,775,582  

Biotechnology — 4.0%

               

BioMarin Pharmaceutical, Inc. (United States)*

    42,000       3,837,960  

Ultragenyx Pharmaceutical, Inc. (United States)(a)*

    104,484       3,843,966  
              7,681,926  

Capital Markets — 6.6%

               

Morningstar, Inc. (United States)

    15,520       3,611,038  

MSCI, Inc. (United States)

    5,660       3,076,889  

StoneX Group, Inc. (United States)*

    65,738       6,171,483  
              12,859,410  

Chemicals — 2.3%

               

Eastman Chemical Co. (United States)

    52,942       4,500,599  

Equity Real Estate Investment Trusts (REITs) — 5.9%

               

Alexandria Real Estate Equities, Inc. (United States)

    32,896       3,827,121  

SBA Communications Corp. (United States)

    34,200       7,678,926  
              11,506,047  

Ground Transportation — 2.6%

               

RXO, Inc. (United States)*

    278,485       5,035,009  

Health Care Equipment & Supplies — 3.6%

               

Cooper Companies, Inc., (The) (United States)

    18,922       7,000,951  

Health Care Providers & Services — 2.9%

               

HealthEquity, Inc. (United States)(a)*

    84,658       5,718,648  

 

 

The accompanying notes are an integral part of these financial statements.

 

28

 

 

 

Motley Fool mid-cap growth ETF

Schedule of Investments (Continued)

AUGUST 31, 2023

 

 

 

Number of
Shares

   

Value
(Note 1)

 
                 

Common Stocks (continued)

               

Insurance — 12.0%

               

Brown & Brown, Inc. (United States)

    151,852     $ 11,252,233  

Goosehead Insurance, Inc., Class A (United States)(a)*

    49,954       3,489,786  

Markel Corp. (United States)*

    5,848       8,648,724  
              23,390,743  

IT Services — 4.6%

               

Broadridge Financial Solutions, Inc. (United States)

    48,297       8,993,384  

Life Sciences Tools & Services — 2.6%

               

Waters Corp. (United States)*

    17,884       5,021,827  

Real Estate Management & Development — 3.3%

               

Jones Lang LaSalle, Inc. (United States)*

    36,878       6,372,518  

Software — 19.2%

               

Alarm.com Holdings, Inc. (United States)*

    103,973       6,089,699  

ANSYS, Inc. (United States)*

    11,704       3,732,054  

Paycom Software, Inc. (United States)

    17,032       5,021,715  

Paylocity Holding Corp. (United States)*

    37,441       7,506,921  

Splunk, Inc. (United States)*

    51,682       6,266,960  

Tyler Technologies, Inc. (United States)*

    21,600       8,606,089  
              37,223,438  

Specialty Retail — 2.4%

               

Tractor Supply Co. (United States)(a)

    21,292       4,652,302  

Trading Companies & Distributors — 9.0%

               

Fastenal Co. (United States)

    146,922       8,459,769  

Watsco, Inc. (United States)(a)

    24,708       9,007,301  
              17,467,070  

Total Common Stocks (Cost $108,732,548)

            192,334,066  
                 

Investment Purchased with Proceeds from Securities Lending Collateral — 13.0%

               

Mount Vernon Liquid Assets Portfolio, LLC, 5.46%

    25,256,724       25,256,724  

Total Investment Purchased with Proceeds from Securities Lending Collateral (Cost $25,256,724)

            25,256,724  
                 

 

 

The accompanying notes are an integral part of these financial statements.

 

 

29

 

 

Motley Fool mid-cap growth ETF

Schedule of Investments (CONCLUDED)

AUGUST 31, 2023

 

 

 

Number of
Shares

   

Value
(Note 1)

 
                 

Short-Term Investment — 1.0%

               

U.S. Bank Money Market Deposit Account, 5.20% (United States) (b)

    1,999,916     $ 1,999,916  

Total Short-Term Investment (Cost $1,999,916)

            1,999,916  
                 

Total Investments (Cost $135,989,188) — 113.0%

            219,590,706  

Liabilities in Excess of Other Assets — (13.0)%

            (25,244,969 )

NET ASSETS — 100.0%

          $ 194,345,737  

(Applicable to 7,892,511 shares outstanding)

               

 

*

Non-income producing security.

 

(a)

All or a portion of the security is on loan. At August 31, 2023, the market value of securities on loan was $24,600,703.

 

(b)

The rate shown is as of August 31, 2023.

 

The accompanying notes are an integral part of these financial statements.

 

30

 

 

 

Motley Fool 100 Index ETF

Schedule of Investments

AUGUST 31, 2023

 

 

 

Number of
Shares

   

Value
(Note 1)

 
                 

Common Stocks — 99.9%

               

Aerospace & Defense — 0.2%

               

TransDigm Group, Inc. (United States)*

    1,372     $ 1,240,082  

Air Freight & Logistics — 0.3%

               

FedEx Corp. (United States)

    6,377       1,664,525  

Automobiles — 3.8%

               

Tesla, Inc. (United States)*

    80,275       20,717,372  

Banks — 2.0%

               

JPMorgan Chase & Co. (United States)

    74,521       10,904,658  

Beverages — 0.3%

               

Monster Beverage Corp. (United States)*

    26,561       1,524,867  

Biotechnology — 2.0%

               

Amgen, Inc. (United States)

    13,641       3,496,734  

Biogen, Inc. (United States)*

    3,642       973,725  

Gilead Sciences, Inc. (United States)

    31,633       2,419,292  

Moderna, Inc. (United States)*

    9,658       1,092,030  

Seagen, Inc. (United States)*

    4,726       973,887  

Vertex Pharmaceuticals, Inc. (United States)*

    6,525       2,272,919  
              11,228,587  

Broadline Retail — 0.2%

               

Coupang, Inc. (United States)*

    45,142       856,795  

Capital Markets — 1.4%

               

Charles Schwab Corp., (The) (United States)

    46,233       2,734,682  

CME Group, Inc. (United States)

    9,121       1,848,644  

Intercontinental Exchange, Inc. (United States)

    14,182       1,673,334  

Moody’s Corp. (United States)

    4,630       1,559,384  
              7,816,044  

Chemicals — 0.6%

               

Ecolab, Inc. (United States)

    7,204       1,324,167  

Sherwin-Williams Co., (The) (United States)

    6,535       1,775,690  
              3,099,857  

Commercial Services & Supplies — 0.7%

               

Cintas Corp. (United States)

    2,552       1,286,642  

Copart, Inc. (United States)*

    24,156       1,082,913  

 

 

The accompanying notes are an integral part of these financial statements.

 

 

31

 

 

Motley Fool 100 Index ETF

Schedule of Investments (continued)

AUGUST 31, 2023

 

 

 

Number of
Shares

   

Value
(Note 1)

 
                 

Common Stocks (continued)

Commercial Services & Supplies (continued)

Waste Management, Inc. (United States)

    10,308     $ 1,616,088  
              3,985,643  

Communications Equipment — 0.3%

               

Arista Networks, Inc. (United States)*

    7,798       1,522,404  

Diversified Financial Services — 3.6%

               

Berkshire Hathaway, Inc., Class B (United States)*

    55,366       19,942,833  

Electric Utilities — 0.6%

               

NextEra Energy, Inc. (United States)

    51,357       3,430,648  

Entertainment — 2.3%

               

Activision Blizzard, Inc. (United States)

    19,931       1,833,453  

Electronic Arts, Inc. (United States)

    6,919       830,142  

Netflix, Inc. (United States)*

    11,272       4,888,441  

ROBLOX Corp., Class A (United States)*

    15,490       438,212  

Walt Disney Co., (The) (United States)*

    46,361       3,879,488  

Warner Bros Discovery, Inc. (United States)(a)*

    61,806       812,131  
              12,681,867  

Equity Real Estate Investment Trusts (REITs) — 1.1%

               

American Tower Corp. (United States)

    11,817       2,142,658  

Crown Castle International Corp. (United States)

    10,981       1,103,591  

Digital Realty Trust, Inc. (United States)

    7,362       969,723  

Equinix, Inc. (United States)

    2,357       1,841,713  
              6,057,685  

Food & Staples Retailing — 1.1%

               

Costco Wholesale Corp. (United States)

    11,239       6,173,358  

Health Care Equipment & Supplies — 1.5%

               

Align Technology, Inc. (United States)*

    1,919       710,299  

Becton Dickinson and Co. (United States)

    7,188       2,008,687  

Dexcom, Inc. (United States)*

    9,819       991,523  

IDEXX Laboratories, Inc. (United States)*

    2,074       1,060,664  

Intuitive Surgical, Inc. (United States)*

    8,867       2,772,534  

ResMed, Inc. (United States)

    3,730       595,271  
              8,138,978  

 

 

The accompanying notes are an integral part of these financial statements.

 

32

 

 

 

Motley Fool 100 Index ETF

Schedule of Investments (continued)

AUGUST 31, 2023

 

 

 

Number of
Shares

   

Value
(Note 1)

 
                 

Common Stocks (continued)

Health Care Providers & Services — 3.0%

               

CVS Health Corp. (United States)

    32,525     $ 2,119,654  

HCA Healthcare, Inc. (United States)

    6,963       1,930,840  

McKesson Corp. (United States)

    3,412       1,406,836  

UnitedHealth Group, Inc. (United States)

    23,610       11,252,054  
              16,709,384  

Health Care Technology — 0.2%

               

Veeva Systems, Inc., Class A (United States)*

    4,043       843,774  

Hotels, Restaurants & Leisure — 2.0%

               

Airbnb, Inc., Class A (United States)*

    15,989       2,103,353  

Booking Holdings, Inc. (United States)*

    934       2,900,098  

Chipotle Mexican Grill, Inc. (United States)*

    689       1,327,455  

Marriott International, Inc., Class A (United States)

    7,690       1,564,992  

Starbucks Corp. (United States)

    29,097       2,835,212  
              10,731,110  

Industrial Conglomerates — 0.5%

               

3M Co. (United States)

    13,987       1,491,993  

Roper Technologies, Inc. (United States)

    2,701       1,347,961  
              2,839,954  

Insurance — 0.2%

               

Aflac, Inc. (United States)(a)

    15,353       1,144,873  

Interactive Media & Services — 11.5%

               

Alphabet, Inc., Class C (United States)*

    320,845       44,068,061  

Meta Platforms, Inc., Class A (United States)*

    64,907       19,205,332  
              63,273,393  

Internet & Direct Marketing Retail — 6.6%

               

Amazon.com, Inc. (United States)*

    259,870       35,864,659  

eBay, Inc. (United States)

    13,549       606,724  
              36,471,383  

IT Services — 5.1%

               

Cloudflare, Inc., Class A (United States)(a)*

    8,394       545,862  

Cognizant Technology Solutions Corp., Class A (United States)

    12,798       916,465  

Mastercard, Inc., Class A (United States)

    24,038       9,919,040  

 

 

The accompanying notes are an integral part of these financial statements.

 

 

33

 

 

Motley Fool 100 Index ETF

Schedule of Investments (continued)

AUGUST 31, 2023

 

 

 

Number of
Shares

   

Value
(Note 1)

 
                 

Common Stocks (continued)

IT Services (continued)

PayPal Holdings, Inc. (United States)*

    28,330     $ 1,770,908  

Snowflake, Inc., Class A (United States)*

    8,251       1,294,169  

Block, Inc., Class A (United States)*

    15,437       889,943  

Visa, Inc., Class A (United States)(a)

    52,003       12,776,097  
              28,112,484  

Life Sciences Tools & Services — 0.1%

               

Illumina, Inc. (United States)(a)*

    3,992       659,558  

Machinery — 0.2%

               

Cummins, Inc. (United States)

    3,566       820,323  

Media — 0.2%

               

Trade Desk, Inc., (The) Class A (United States)(a)*

    12,382       990,931  

Oil, Gas & Consumable Fuels — 0.2%

               

Kinder Morgan, Inc. (United States)

    56,927       980,283  

Pharmaceuticals — 2.7%

               

Bristol-Myers Squibb Co. (United States)

    53,795       3,316,462  

Johnson & Johnson (United States)

    71,351       11,536,030  
              14,852,492  

Professional Services — 0.2%

               

CoStar Group, Inc. (United States)*

    10,349       848,515  

Road & Rail — 1.3%

               

Old Dominion Freight Line, Inc. (United States)

    2,774       1,185,524  

Uber Technologies, Inc. (United States)*

    51,368       2,426,111  

Union Pacific Corp. (United States)

    15,480       3,414,424  
              7,026,059  

Semiconductors & Semiconductor Equipment — 8.6%

               

Advanced Micro Devices, Inc. (United States)*

    40,867       4,320,459  

Broadcom, Inc. (United States)

    10,448       9,642,355  

Lam Research Corp. (United States)

    3,394       2,383,945  

NVIDIA Corp. (United States)

    62,638       30,914,985  
              47,261,744  

 

 

The accompanying notes are an integral part of these financial statements.

 

34

 

 

 

Motley Fool 100 Index ETF

Schedule of Investments (continued)

AUGUST 31, 2023

 

 

 

Number of
Shares

   

Value
(Note 1)

 
                 

Common Stocks (continued)

Software — 18.7%

               

Adobe Systems, Inc. (United States)*

    11,642     $ 6,511,836  

Autodesk, Inc. (United States)*

    5,416       1,202,027  

Cadence Design Systems, Inc. (United States)*

    6,918       1,663,364  

Crowdstrike Holdings, Inc., Class A (United States)*

    6,005       978,995  

Datadog, Inc., Class A (United States)*

    8,155       786,794  

Fortinet, Inc. (United States)*

    19,908       1,198,661  

Intuit, Inc. (United States)

    7,094       3,843,600  

Microsoft Corp. (United States)

    188,714       61,852,901  

Oracle Corp. (United States)

    68,512       8,248,160  

Palo Alto Networks, Inc. (United States)*

    7,740       1,883,142  

Salesforce.com, Inc. (United States)*

    24,724       5,475,377  

ServiceNow, Inc. (United States)*

    5,145       3,029,530  

Synopsys, Inc. (United States)*

    3,851       1,767,185  

VMware, Inc., Class A (United States)*

    10,902       1,840,040  

Workday, Inc., Class A (United States)*

    6,593       1,611,989  

Zoom Video Communications, Inc., Class A (United States)*

    7,543       535,778  

Zscaler, Inc. (United States)*

    3,669       572,546  
              103,001,925  

Specialty Retail — 1.5%

               

Home Depot, Inc., (The) (United States)

    25,511       8,426,283  

Technology Hardware, Storage & Peripherals — 13.6%

               

Apple, Inc. (United States)

    398,908       74,942,846  

Textiles, Apparel & Luxury Goods — 0.7%

               

NIKE, Inc., Class B (United States)

    38,959       3,962,520  

Wireless Telecommunication Services — 0.8%

               

T-Mobile US, Inc. (United States)*

    30,468       4,151,265  

Total Common Stocks (Cost $375,727,605)

            549,037,302  
                 

Right — 0.0%

               

Altaba, Inc. - Escrow Shares (United States)*(b)

    8,565       20,813  

Total Rights (Cost $2,161)

            20,813  
                 

 

 

The accompanying notes are an integral part of these financial statements.

 

 

35

 

 

Motley Fool 100 Index ETF

Schedule of Investments (Concluded)

AUGUST 31, 2023

 

 

 

Number of
Shares

   

Value
(Note 1)

 
                 

Investment Purchased with Proceeds from Securities Lending Collateral — 2.8%

               

Mount Vernon Liquid Assets Portfolio, LLC, 5.46%

    15,466,606     $ 15,466,606  

Total Investment Purchased with Proceeds from Securities Lending Collateral (Cost $15,466,606)

            15,466,606  
                 

Short-Term Investment — 0.1%

               

U.S. Bank Money Market Deposit Account, 5.20% (United States)(c)

    284,182       284,182  

Total Short-Term Investment (Cost $284,182)

            284,182  
                 

Total Investments (Cost $391,480,554) — 102.8%

            564,808,903  

Liabilities in Excess of Other Assets — (2.8)%

            (15,285,939 )

NET ASSETS — 100.0%

          $ 549,522,964  

(Applicable to 13,225,000 shares outstanding)

               

 

*

Non-income producing security.

 

(a)

All or a portion of the security is on loan. At August 31, 2023, the market value of securities on loan was $15,126,010.

 

(b)

Security has been valued at fair market value using significant unobservable inputs as determined in good faith by the Adviser, as valuation designee, under the oversight of The RBB Fund, Inc.’s Board of Directors. As of August 31, 2023, these securities amounted to $20,813 or 0.0% of net assets.

 

(c)

The rate shown is as of August 31, 2023.

 

The accompanying notes are an integral part of these financial statements.

 

36

 

 

 

MOTLEY FOOL Small-Cap Growth ETF

Schedule of Investments

AUGUST 31, 2023

 

 

 

Number of
Shares

   

Value
(Note 1)

 
                 

Common Stocks — 92.4%

               

Aerospace & Defense — 5.8%

               

Axon Enterprise, Inc. (United States)*

    9,801     $ 2,086,731  

Leonardo DRS, Inc. (United States)(a)*

    123,296       2,110,827  
              4,197,558  

Air Freight & Logistics — 3.1%

               

GXO Logistics, Inc. (United States)(a)*

    35,400       2,264,538  

Auto Components — 5.6%

               

Fox Factory Holding Corp. (United States)(a)*

    13,656       1,513,221  

Gentex Corp. (United States)

    78,448       2,562,112  
              4,075,333  

Banks — 3.7%

               

Live Oak Bancshares, Inc. (United States)(a)

    83,185       2,690,203  

Biotechnology — 4.6%

               

PTC Therapeutics, Inc. (United States)*

    39,000       1,540,500  

Ultragenyx Pharmaceutical, Inc. (United States)(a)*

    50,117       1,843,804  
              3,384,304  

Building Products — 1.6%

               

Trex Co., Inc. (United States)(a)*

    15,979       1,140,421  

Capital Markets — 2.5%

               

StoneX Group, Inc. (United States)*

    19,476       1,828,407  

Chemicals — 0.9%

               

Perimeter Solutions SA (Luxembourg)(a)*ADR

    114,795       678,438  

Electronic Equipment, Instruments & Components — 1.0%

               

IPG Photonics Corp. (United States)*

    7,000       758,520  

Equity Real Estate Investment Trusts (REITs) — 2.7%

               

STAG Industrial, Inc. (United States)(a)

    53,143       1,941,314  

Ground Transportation — 3.0%

               

RXO, Inc. (United States)(a)*

    119,208       2,155,281  

Health Care Equipment & Supplies — 13.6%

               

Globus Medical, Inc., Class A (United States)(a)*

    44,198       2,391,112  

Inari Medical, Inc. (United States)(a)*

    38,674       2,576,462  

Mesa Laboratories, Inc. (United States)

    7,700       1,103,872  

Penumbra, Inc. (United States)(a)*

    6,285       1,662,382  

 

 

The accompanying notes are an integral part of these financial statements.

 

 

37

 

 

MOTLEY FOOL Small-Cap Growth ETF

Schedule of Investments (CONTINUED)

AUGUST 31, 2023

 

 

 

Number of
Shares

   

Value
(Note 1)

 
                 

Common Stocks (continued)

Health Care Equipment & Supplies (continued)

               

Shockwave Medical, Inc. (United States)*

    3,500     $ 771,365  

UFP Technologies, Inc. (United States)(a)*

    8,000       1,405,680  
              9,910,873  

Health Care Providers & Services — 3.1%

               

HealthEquity, Inc. (United States)(a)*

    33,166       2,240,363  

Health Care Technology — 2.4%

               

Certara, Inc. (United States)(a)*

    44,555       720,009  

Schrodinger, Inc. (United States)(a)*

    28,547       1,053,099  
              1,773,108  

Insurance — 4.8%

               

Goosehead Insurance, Inc., Class A (United States)(a)*

    50,273       3,512,072  

Leisure Products — 2.7%

               

Clarus Corp. (United States)(a)

    185,571       1,334,255  

Topgolf Callaway Brands Corp. (United States)*

    34,654       604,366  
              1,938,621  

Machinery — 2.6%

               

John Bean Technologies Corp. (United States)

    17,486       1,921,886  

Oil, Gas & Consumable Fuels — 2.9%

               

Northern Oil and Gas, Inc. (United States)(a)

    50,207       2,100,159  

Personal Care Products — 1.7%

               

BellRing Brands, Inc. (United States)*

    30,000       1,245,000  

Real Estate Management & Development — 3.4%

               

Howard Hughes Holdings, Inc. (United States)*

    31,396       2,469,295  

Road & Rail — 2.0%

               

Landstar System, Inc. (United States)

    7,760       1,472,926  

Software — 15.6%

               

Alarm.com Holdings, Inc. (United States)*

    58,352       3,417,677  

Everbridge, Inc. (United States)*

    40,546       1,005,946  

Paylocity Holding Corp. (United States)*

    6,143       1,231,672  

Q2 Holdings, Inc. (United States)(a)*

    90,656       3,119,473  

Smartsheet, Inc., Class A (United States)*

    62,351       2,601,907  
              11,376,675  

 

 

The accompanying notes are an integral part of these financial statements.

 

38

 

 

 

MOTLEY FOOL Small-Cap Growth ETF

Schedule of Investments (Concluded)

AUGUST 31, 2023

 

 

 

Number of
Shares

   

Value
(Note 1)

 
                 

Common Stocks (continued)

Trading Companies & Distributors — 3.1%

               

Watsco, Inc. (United States)(a)

    6,190     $ 2,256,565  

Total Common Stocks (Cost $74,095,767)

            67,331,860  
                 

Investment Purchased with Proceeds from Securities Lending Collateral —42.5%

               

Mount Vernon Liquid Assets Portfolio, LLC, 5.46%

    30,954,920       30,954,920  

Total Investment Purchased with Proceeds from Securities Lending Collateral (Cost $30,954,920)

            30,954,920  
                 

Short-Term Investment — 9.7%

               

U.S. Bank Money Market Deposit Account, 5.20% (United States)(b)

    7,067,833       7,067,833  

Total Short-Term Investment (Cost $7,067,833)

            7,067,833  
                 

Total Investments (Cost $112,118,520) — 144.6%

            105,354,613  

Liabilities in Excess of Other Assets — (44.6)%

            (32,499,421 )

NET ASSETS — 100.0%

          $ 72,855,192  

(Applicable to 2,500,000 shares outstanding)

               

 

*

Non-income producing security.

 

ADR — American Depositary Receipt

 

(a)

All or a portion of the security is on loan. At August 31, 2023, the market value of securities on loan was $30,076,672.

 

(b)

The rate shown is as of August 31, 2023.

 

The accompanying notes are an integral part of these financial statements.

 

 

39

 

 

MOTLEY FOOL CAPITAL EFFICIENCY 100 INDEX ETF

Schedule of Investments

AUGUST 31, 2023

 

 

 

Number of
Shares

   

Value
(Note 1)

 
                 

Common Stocks — 99.6%

               

Air Freight & Logistics — 0.1%

               

GXO Logistics, Inc. (United States)*

    258     $ 16,504  

Beverages — 0.7%

               

Boston Beer Co., Inc., (The), Class A (United States)*

    30       10,963  

Monster Beverage Corp. (United States)*

    2,660       152,711  
              163,674  

Biotechnology — 4.2%

               

Amgen, Inc. (United States)

    1,433       367,335  

Biogen, Inc. (United States)*

    302       80,743  

Gilead Sciences, Inc. (United States)

    3,269       250,013  

Neurocrine Biosciences, Inc. (United States)*

    285       31,034  

Vertex Pharmaceuticals, Inc. (United States)*

    611       212,836  
              941,961  

Capital Markets — 0.4%

               

Cboe Global Markets, Inc. (United States)

    246       36,829  

Nasdaq, Inc. (United States)

    1,100       57,728  

PJT Partners, Inc., Class A (United States)

    74       5,845  
              100,402  

Chemicals — 1.7%

               

Balchem Corp. (United States)

    74       10,397  

Ecolab, Inc. (United States)

    683       125,542  

RPM International, Inc. (United States)

    368       36,704  

Sherwin-Williams Co., (The) (United States)

    800       217,376  
              390,019  

Commercial Services & Supplies — 2.0%

               

Cintas Corp. (United States)

    319       160,830  

Copart, Inc. (United States)*

    2,068       92,708  

Rollins, Inc. (United States)

    1,246       49,304  

Waste Management, Inc. (United States)

    958       150,195  
              453,037  

Communications Equipment — 0.7%

               

Arista Networks, Inc. (United States)*

    731       142,713  

 

 

The accompanying notes are an integral part of these financial statements.

 

40

 

 

 

MOTLEY FOOL CAPITAL EFFICIENCY 100 INDEX ETF

Schedule of Investments (Continued)

AUGUST 31, 2023

 

 

 

Number of
Shares

   

Value
(Note 1)

 
                 

Common Stocks (continued)

Communications Equipment (continued)

Ubiquiti, Inc. (United States)

    139     $ 24,329  
              167,042  

Distributors — 0.2%

               

LKQ Corp. (United States)

    761       39,975  

Electronic Equipment, Instruments & Components — 0.2%

               

Zebra Technologies Corp., Class A (United States)*

    135       37,126  

Entertainment — 3.2%

               

Activision Blizzard, Inc. (United States)

    1,716       157,855  

Electronic Arts, Inc. (United States)

    676       81,106  

Netflix, Inc. (United States)*

    1,074       465,772  

World Wrestling Entertainment, Inc., Class A (United States)

    182       17,572  
              722,305  

Food & Staples Retailing — 2.9%

               

Casey’s General Stores, Inc. (United States)

    116       28,352  

Costco Wholesale Corp. (United States)

    1,130       620,686  
              649,038  

Food Products — 0.1%

               

Darling Ingredients, Inc. (United States)*

    333       20,566  

Ground Transportation — 0.0%

               

RXO, Inc. (United States)*

    289       5,225  

Health Care Equipment & Supplies — 2.3%

               

Globus Medical, Inc., Class A (United States)*

    235       12,714  

IDEXX Laboratories, Inc. (United States)*

    317       162,117  

Insulet Corp. (United States)*

    161       30,865  

Intuitive Surgical, Inc. (United States)*

    805       251,707  

ResMed, Inc. (United States)

    413       65,911  
              523,314  

Health Care Providers & Services — 6.6%

               

HCA Healthcare, Inc. (United States)

    817       226,554  

McKesson Corp. (United States)

    319       131,530  

UnitedHealth Group, Inc. (United States)

    2,352       1,120,916  
              1,479,000  

 

 

The accompanying notes are an integral part of these financial statements.

 

 

41

 

 

MOTLEY FOOL CAPITAL EFFICIENCY 100 INDEX ETF

Schedule of Investments (Continued)

AUGUST 31, 2023

 

 

 

Number of
Shares

   

Value
(Note 1)

 
                 

Common Stocks (continued)

Health Care Technology — 0.4%

               

Veeva Systems, Inc., Class A (United States)*

    395     $ 82,437  

Household Durables — 0.3%

               

Meritage Homes Corp. (United States)

    86       11,957  

NVR, Inc. (United States)*

    8       51,019  
              62,976  

Industrial Conglomerates — 0.6%

               

3M Co. (United States)

    1,207       128,751  

Interactive Media & Services — 10.6%

               

Alphabet, Inc., Class C (United States)*

    8,706       1,195,769  

Meta Platforms, Inc., Class A (United States)*

    3,844       1,137,401  

Pinterest, Inc., Class A (United States)*

    1,777       48,850  
              2,382,020  

Internet & Direct Marketing Retail — 5.6%

               

Amazon.com, Inc. (United States)*

    8,608       1,187,990  

eBay, Inc. (United States)

    1,351       60,498  

Etsy, Inc. (United States)*

    321       23,616  
              1,272,104  

IT Services — 11.5%

               

Cognizant Technology Solutions Corp., Class A (United States)

    1,424       101,973  

EPAM Systems, Inc. (United States)*

    141       36,518  

Gartner, Inc. (United States)*

    243       84,972  

GoDaddy, Inc., Class A (United States)*

    436       31,614  

Jack Henry & Associates, Inc. (United States)

    183       28,691  

Mastercard, Inc., Class A (United States)

    2,753       1,135,998  

Visa, Inc., Class A (United States)

    4,712       1,157,644  
              2,577,410  

Machinery — 0.3%

               

Cummins, Inc. (United States)

    301       69,242  

Tennant Co. (United States)

    45       3,709  
              72,951  

Media — 0.5%

               

New York Times Co., (The), Class A (United States)

    383       16,955  

 

 

The accompanying notes are an integral part of these financial statements.

 

42

 

 

 

MOTLEY FOOL CAPITAL EFFICIENCY 100 INDEX ETF

Schedule of Investments (Continued)

AUGUST 31, 2023

 

 

 

Number of
Shares

   

Value
(Note 1)

 
                 

Common Stocks (continued)

Media (continued)

Trade Desk, Inc., (The) Class A (United States)*

    1,116     $ 89,313  
              106,268  

Pharmaceuticals — 4.8%

               

Johnson & Johnson (United States)

    6,618       1,069,998  

Professional Services — 0.0%

               

TaskUS, Inc., Class A (United States)*

    217       2,148  

Upwork, Inc. (United States)*

    276       4,088  
              6,236  

Road & Rail — 2.0%

               

Old Dominion Freight Line, Inc. (United States)

    303       129,493  

Union Pacific Corp. (United States)

    1,430       315,415  
              444,908  

Semiconductors & Semiconductor Equipment — 5.5%

               

Broadcom, Inc. (United States)

    1,007       929,350  

Cirrus Logic, Inc. (United States)*

    137       11,239  

Impinj, Inc. (United States)*

    64       4,260  

Lam Research Corp. (United States)

    378       265,507  

Universal Display Corp. (United States)

    108       17,556  
              1,227,912  

Software — 20.1%

               

Adobe Systems, Inc. (United States)*

    1,485       830,620  

Alteryx, Inc., Class A (United States)*

    165       4,871  

Appfolio, Inc., Class A (United States)*

    78       15,036  

Autodesk, Inc. (United States)*

    715       158,687  

Box, Inc., Class A (United States)*

    345       9,136  

Cadence Design Systems, Inc. (United States)*

    801       192,592  

Fair Isaac Corp. (United States)*

    85       76,890  

Fortinet, Inc. (United States)*

    2,431       146,371  

HubSpot, Inc. (United States)*

    132       72,141  

Microsoft Corp. (United States)

    3,156       1,034,411  

Nutanix, Inc., Class A (United States)*

    659       20,495  

Oracle Corp. (United States)

    7,029       846,221  

Palo Alto Networks, Inc. (United States)*

    728       177,122  

Pegasystems, Inc. (United States)

    193       9,584  

 

 

The accompanying notes are an integral part of these financial statements.

 

 

43

 

 

MOTLEY FOOL CAPITAL EFFICIENCY 100 INDEX ETF

Schedule of Investments (Continued)

AUGUST 31, 2023

 

 

 

Number of
Shares

   

Value
(Note 1)

 
                 

Common Stocks (continued)

Software (continued)

ServiceNow, Inc. (United States)*

    616     $ 362,720  

Synopsys, Inc. (United States)*

    452       207,419  

VMware, Inc., Class A (United States)*

    1,032       174,182  

Workday, Inc., Class A (United States)*

    713       174,330  
              4,512,828  

Specialty Retail — 5.2%

               

Camping World Holdings, Inc., Class A (United States)

    99       2,448  

Chewy, Inc., Class A (United States)*

    991       23,764  

Home Depot, Inc., (The) (United States)

    3,206       1,058,942  

Ulta Beauty, Inc. (United States)*

    139       57,689  

Williams-Sonoma, Inc. (United States)

    165       23,298  

Winmark Corp. (United States)

    20       7,611  
              1,173,752  

Technology Hardware, Storage & Peripherals — 5.0%

               

Apple, Inc. (United States)

    5,841       1,097,349  

Pure Storage, Inc. (United States)*

    752       27,516  
              1,124,865  

Textiles, Apparel & Luxury Goods — 1.7%

               

NIKE, Inc., Class B (United States)

    3,676       373,886  

Under Armour, Inc., Class A (United States)*

    1,222       9,336  
              383,222  

Thrifts & Mortgage Finance — 0.0%

               

Walker & Dunlop, Inc. (United States)

    65       5,547  

Trading Companies & Distributors — 0.2%

               

Watsco, Inc. (United States)

    107       39,007  

Total Common Stocks (Cost $19,387,528)

            22,382,380  
                 

 

 

The accompanying notes are an integral part of these financial statements.

 

44

 

 

 

MOTLEY FOOL CAPITAL EFFICIENCY 100 INDEX ETF

Schedule of Investments (Concluded)

AUGUST 31, 2023

 

 

 

Number of
Shares

   

Value
(Note 1)

 
                 

Short-Term Investment — 0.3%

               

U.S. Bank Money Market Deposit Account, 5.20% (United States)(a)

    65,956     $ 65,956  

Total Short-Term Investment (Cost $65,956)

            65,956  
                 

Total Investments (Cost $19,453,484) — 99.9%

            22,448,336  

Other Assets in Excess of Liabilities — 0.1%

            12,136  

NET ASSETS — 100.0%

          $ 22,460,472  

(Applicable to 1,175,000 shares outstanding)

               

 

*

Non-income producing security.

 

(a)

The rate shown is as of August 31, 2023.

 

The accompanying notes are an integral part of these financial statements.

 

 

45

 

 

MOTLEY FOOL next index ETF

Schedule of Investments

AUGUST 31, 2023

 

 

 

Number of
Shares

   

Value
(Note 1)

 
                 

Common Stocks — 99.9%

               

Aerospace & Defense — 3.5%

               

AeroVironment, Inc. (United States)*

    469     $ 45,507  

Axon Enterprise, Inc. (United States)*

    1,382       294,242  

HEICO Corp. (United States)

    2,253       380,104  

Textron, Inc. (United States)

    3,773       293,200  
              1,013,053  

Air Freight & Logistics — 0.5%

               

GXO Logistics, Inc. (United States)*

    2,224       142,269  

Airlines — 0.5%

               

Alaska Air Group, Inc. (United States)*

    2,392       100,392  

Hawaiian Holdings, Inc. (United States)*

    888       7,619  

JetBlue Airways Corp. (United States)*

    6,135       36,319  
              144,330  

Auto Components — 0.6%

               

BorgWarner, Inc. (United States)

    4,384       178,648  

Automobile Components — 0.1%

               

Phinia, Inc. (United States)*

    877       24,381  

Banks — 0.5%

               

Axos Financial, Inc. (United States)*

    1,105       47,614  

Western Alliance Bancorp (United States)

    2,031       101,570  
              149,184  

Beverages — 1.2%

               

Boston Beer Co., Inc., (The), Class A (United States)*

    227       82,953  

Celsius Holdings, Inc. (United States)*

    1,436       281,513  
              364,466  

Biotechnology — 5.4%

               

2seventy bio, Inc. (United States)*

    939       4,873  

Alnylam Pharmaceuticals, Inc. (United States)*

    2,329       460,723  

AnaptysBio, Inc. (United States)*

    521       10,253  

BioMarin Pharmaceutical, Inc. (United States)*

    3,511       320,835  

Bluebird Bio, Inc. (United States)*

    1,991       7,506  

Editas Medicine, Inc. (United States)*

    1,457       12,982  

Emergent BioSolutions, Inc. (United States)*

    916       4,296  

Exact Sciences Corp. (United States)*

    3,376       282,470  

 

 

The accompanying notes are an integral part of these financial statements.

 

46

 

 

 

MOTLEY FOOL next index ETF

Schedule of Investments (Continued)

AUGUST 31, 2023

 

 

 

Number of
Shares

   

Value
(Note 1)

 
                 

Common Stocks (continued)

Biotechnology (continued)

Exelixis, Inc. (United States)*

    6,092     $ 136,400  

Ionis Pharmaceuticals, Inc. (United States)*

    2,676       107,763  

Mirati Therapeutics, Inc. (United States)*

    1,088       40,474  

Neurocrine Biosciences, Inc. (United States)*

    1,825       198,724  
              1,587,299  

Building Products — 0.5%

               

Trex Co., Inc. (United States)*

    2,035       145,238  

Capital Markets — 5.9%

               

Affiliated Managers Group, Inc. (United States)

    675       90,457  

Cboe Global Markets, Inc. (United States)

    1,975       295,677  

FactSet Research Systems, Inc. (United States)

    717       312,906  

Interactive Brokers Group, Inc., Class A (United States)

    1,926       175,420  

Jefferies Financial Group, Inc. (United States)

    4,329       154,502  

MarketAxess Holdings, Inc. (United States)

    704       169,615  

Nasdaq, Inc. (United States)

    9,181       481,819  

PJT Partners, Inc., Class A (United States)

    463       36,572  
              1,716,968  

Chemicals — 1.1%

               

Balchem Corp. (United States)

    602       84,581  

RPM International, Inc. (United States)

    2,411       240,473  
              325,054  

Commercial Services & Supplies — 1.3%

               

Rollins, Inc. (United States)

    9,219       364,796  

Communications Equipment — 0.7%

               

Ubiquiti, Inc. (United States)

    1,130       197,784  

Construction & Engineering — 0.6%

               

MasTec, Inc. (United States)*

    1,449       144,161  

NV5 Global, Inc. (United States)*

    290       29,516  
              173,677  

Consumer Finance — 0.2%

               

Upstart Holdings, Inc. (United States)*

    1,547       49,767  

 

 

The accompanying notes are an integral part of these financial statements.

 

 

47

 

 

MOTLEY FOOL next index ETF

Schedule of Investments (Continued)

AUGUST 31, 2023

 

 

 

Number of
Shares

   

Value
(Note 1)

 
                 

Common Stocks (continued)

Distributors — 0.9%

               

LKQ Corp. (United States)

    5,000     $ 262,650  

Diversified Consumer Services — 0.5%

               

2U, Inc. (United States)*

    1,303       4,131  

Chegg, Inc. (United States)*

    2,300       23,483  

Duolingo, Inc. (United States)*

    767       112,872  
              140,486  

Diversified Telecommunication Services — 0.0%

               

Bandwidth, Inc., Class A (United States)*

    444       6,380  

Electronic Equipment, Instruments & Components — 4.3%

               

Cognex Corp. (United States)

    3,229       152,021  

Coherent Corp. (United States)*

    2,607       98,101  

Corning, Inc. (United States)

    15,905       522,002  

IPG Photonics Corp. (United States)*

    885       95,899  

Littelfuse, Inc. (United States)

    464       123,925  

Zebra Technologies Corp., Class A (United States)*

    962       264,560  
              1,256,508  

Energy Equipment & Services — 0.1%

               

Oceaneering International, Inc. (United States)*

    1,843       42,002  

Entertainment — 4.0%

               

Live Nation Entertainment, Inc. (United States)*

    4,300       363,479  

Roku, Inc. (United States)*

    2,634       213,881  

Skillz, Inc. (United States)*

    359       2,940  

Take-Two Interactive Software, Inc. (United States)*

    3,168       450,490  

World Wrestling Entertainment, Inc., Class A (United States)

    1,394       134,591  
              1,165,381  

Equity Real Estate Investment Trusts (REITs) — 0.5%

               

Retail Opportunity Investments Corp. (United States)

    2,289       30,810  

STAG Industrial, Inc. (United States)

    3,355       122,558  
              153,368  

Food & Staples Retailing — 0.6%

               

Casey’s General Stores, Inc. (United States)

    697       170,354  

 

 

The accompanying notes are an integral part of these financial statements.

 

48

 

 

 

MOTLEY FOOL next index ETF

Schedule of Investments (Continued)

AUGUST 31, 2023

 

 

 

Number of
Shares

   

Value
(Note 1)

 
                 

Common Stocks (continued)

Food Products — 2.3%

               

Beyond Meat, Inc. (United States)*

    1,173     $ 13,841  

Darling Ingredients, Inc. (United States)*

    2,985       184,354  

Freshpet, Inc. (United States)*

    899       67,883  

McCormick & Co., Inc. (United States)

    5,014       411,549  
              677,627  

Ground Transportation — 0.1%

               

RXO, Inc. (United States)*

    2,187       39,541  

Health Care Equipment & Supplies — 3.1%

               

Globus Medical, Inc., Class A (United States)*

    1,877       101,546  

Inari Medical, Inc. (United States)*

    1,068       71,150  

Insulet Corp. (United States)*

    1,304       249,990  

Masimo Corp. (United States)*

    987       112,794  

NuVasive, Inc. (United States)*

    961       38,200  

QuidelOrtho Corp. (United States)*

    1,247       102,703  

Shockwave Medical, Inc. (United States)*

    685       150,967  

STAAR Surgical Co. (United States)*

    888       38,504  

TransMedics Group, Inc. (United States)*

    608       39,903  
              905,757  

Health Care Providers & Services — 1.7%

               

Fulgent Genetics, Inc. (United States)*

    557       18,247  

Guardant Health, Inc. (United States)*

    2,191       85,624  

HealthEquity, Inc. (United States)*

    1,599       108,012  

Quest Diagnostics, Inc. (United States)

    2,095       275,493  
              487,376  

Health Care Technology — 0.7%

               

Doximity, Inc., Class A (United States)*

    3,643       86,849  

GoodRx Holdings, Inc., Class A (United States)*

    7,265       47,440  

Teladoc, Inc. (United States)*

    3,062       69,324  
              203,613  

Hotels, Restaurants & Leisure — 2.6%

               

Dave & Buster’s Entertainment, Inc. (United States)*

    802       31,495  

Hyatt Hotels Corp., Class A (United States)

    1,976       222,122  

Planet Fitness, Inc., Class A (United States)*

    1,589       96,611  

Sweetgreen, Inc., Class A (United States)*

    2,017       28,964  

 

 

The accompanying notes are an integral part of these financial statements.

 

 

49

 

 

MOTLEY FOOL next index ETF

Schedule of Investments (Continued)

AUGUST 31, 2023

 

 

 

Number of
Shares

   

Value
(Note 1)

 
                 

Common Stocks (continued)

Hotels, Restaurants & Leisure (continued)

Texas Roadhouse, Inc. (United States)

    1,253     $ 130,437  

Vail Resorts, Inc. (United States)

    721       163,177  

Wingstop, Inc. (United States)

    560       89,958  
              762,764  

Household Durables — 1.9%

               

Dream Finders Homes, Inc., Class A (United States)*

    1,702       49,052  

iRobot Corp. (United States)*

    506       19,678  

Meritage Homes Corp. (United States)

    687       95,520  

NVR, Inc. (United States)*

    61       389,017  
              553,267  

Household Products — 0.2%

               

Spectrum Brands Holdings, Inc. (United States)

    767       63,791  

Insurance — 2.1%

               

Kinsale Capital Group, Inc. (United States)

    433       172,607  

Lemonade, Inc. (United States)*

    1,268       17,448  

Markel Corp. (United States)*

    249       368,251  

Safety Insurance Group, Inc. (United States)

    274       18,870  

Trupanion, Inc. (United States)*

    750       22,298  
              599,474  

Interactive Media & Services — 2.2%

               

Bumble, Inc., Class A (United States)*

    2,574       43,192  

Match Group, Inc. (United States)*

    5,209       244,146  

Pinterest, Inc., Class A (United States)*

    12,793       351,680  
              639,018  

Internet & Direct Marketing Retail — 1.1%

               

Etsy, Inc. (United States)*

    2,307       169,726  

Wayfair, Inc., Class A (United States)*

    2,100       145,131  
              314,857  

IT Services — 10.3%

               

Broadridge Financial Solutions, Inc. (United States)

    2,207       410,965  

DigitalOcean Holdings, Inc. (United States)*

    1,660       44,903  

EPAM Systems, Inc. (United States)*

    1,083       280,486  

Euronet Worldwide, Inc. (United States)*

    928       81,070  

 

 

The accompanying notes are an integral part of these financial statements.

 

50

 

 

 

MOTLEY FOOL next index ETF

Schedule of Investments (Continued)

AUGUST 31, 2023

 

 

 

Number of
Shares

   

Value
(Note 1)

 
                 

Common Stocks (continued)

IT Services (continued)

Fastly, Inc., Class A (United States)*

    2,372     $ 56,430  

Gartner, Inc. (United States)*

    1,479       517,177  

GoDaddy, Inc., Class A (United States)*

    2,884       209,119  

Jack Henry & Associates, Inc. (United States)

    1,363       213,691  

Marqeta, Inc., Class A (United States)*

    10,114       62,201  

MongoDB, Inc. (United States)*

    1,320       503,316  

Okta, Inc. (United States)*

    3,037       253,620  

Twilio, Inc., Class A (United States)*

    3,441       219,226  

WEX, Inc. (United States)*

    801       157,140  
              3,009,344  

Leisure Products — 0.8%

               

Hasbro, Inc. (United States)

    2,592       186,624  

Peloton Interactive, Inc., Class A (United States)*

    6,629       42,293  
              228,917  

Life Sciences Tools & Services — 0.6%

               

Repligen Corp. (United States)*

    1,041       181,040  

Machinery — 3.1%

               

Chart Industries, Inc. (United States)*

    785       141,755  

Middleby Corp., (The) (United States)*

    1,001       145,736  

Proto Labs, Inc. (United States)*

    471       13,895  

Tennant Co. (United States)

    344       28,356  

Toro Co., (The) (United States)

    1,943       198,808  

Westinghouse Air Brake Technologies Corp. (United States)

    3,365       378,630  
              907,180  

Media — 0.5%

               

Boston Omaha Corp., Class A (United States)*

    586       10,360  

New York Times Co., (The), Class A (United States)

    3,081       136,396  

PubMatic, Inc., Class A (United States)*

    962       13,372  
              160,128  

Oil, Gas & Consumable Fuels — 0.1%

               

Clean Energy Fuels Corp. (United States)*

    4,078       17,372  

Vitesse Energy, Inc. (United States)

    497       11,550  
              28,922  

 

 

The accompanying notes are an integral part of these financial statements.

 

 

51

 

 

MOTLEY FOOL next index ETF

Schedule of Investments (Continued)

AUGUST 31, 2023

 

 

 

Number of
Shares

   

Value
(Note 1)

 
                 

Common Stocks (continued)

Pharmaceuticals — 0.8%

               

Viatris, Inc. (United States)

    22,432     $ 241,144  

Professional Services — 0.7%

               

Robert Half International, Inc. (United States)

    1,983       146,663  

TaskUS, Inc., Class A (United States)*

    1,789       17,711  

Upwork, Inc. (United States)*

    2,411       35,707  
              200,081  

Real Estate Management & Development — 0.8%

               

Redfin Corp. (United States)*

    2,072       19,725  

Zillow Group, Inc., Class C (United States)*

    4,355       227,157  
              246,882  

Road & Rail — 1.2%

               

U-Haul Holding Co. (United States)

    3,376       192,331  

XPO Logistics, Inc. (United States)*

    2,167       161,723  
              354,054  

Semiconductors & Semiconductor Equipment — 4.7%

               

Cirrus Logic, Inc. (United States)*

    1,013       83,107  

Enphase Energy, Inc. (United States)*

    2,562       324,170  

First Solar, Inc. (United States)*

    1,998       377,862  

Impinj, Inc. (United States)*

    499       33,218  

Silicon Laboratories, Inc. (United States)*

    598       80,646  

Skyworks Solutions, Inc. (United States)

    2,977       323,719  

Universal Display Corp. (United States)

    886       144,028  
              1,366,750  

Software — 14.9%

               

Alarm.com Holdings, Inc. (United States)*

    932       54,587  

Alteryx, Inc., Class A (United States)*

    1,318       38,907  

Appfolio, Inc., Class A (United States)*

    664       127,999  

Appian Corp., Class A (United States)*

    1,365       66,476  

Asana, Inc., Class A (United States)*

    4,057       87,185  

Blackbaud, Inc. (United States)*

    982       74,740  

Blackline, Inc. (United States)*

    1,131       67,928  

Box, Inc., Class A (United States)*

    2,710       71,761  

Braze, Inc., Class A (United States)*

    1,825       84,425  

 

 

The accompanying notes are an integral part of these financial statements.

 

52

 

 

 

MOTLEY FOOL next index ETF

Schedule of Investments (Continued)

AUGUST 31, 2023

 

 

 

Number of
Shares

   

Value
(Note 1)

 
                 

Common Stocks (continued)

Software (continued)

Confluent, Inc., Class A (United States)*

    5,540     $ 183,319  

DocuSign, Inc. (United States)*

    3,785       190,386  

Fair Isaac Corp. (United States)*

    467       422,444  

Five9, Inc. (United States)*

    1,332       96,397  

HubSpot, Inc. (United States)*

    928       507,171  

LivePerson, Inc. (United States)*

    1,385       5,817  

New Relic, Inc. (United States)*

    1,313       111,749  

Nutanix, Inc., Class A (United States)*

    4,411       137,182  

PagerDuty, Inc. (United States)*

    1,724       44,410  

Paycom Software, Inc. (United States)

    1,082       319,017  

Pegasystems, Inc. (United States)

    1,552       77,072  

Q2 Holdings, Inc. (United States)*

    1,089       37,472  

Splunk, Inc. (United States)*

    3,098       375,663  

Sprout Social, Inc., Class A (United States)*

    1,036       55,467  

SS&C Technologies Holdings, Inc. (United States)

    4,661       267,635  

Tyler Technologies, Inc. (United States)*

    784       312,369  

UiPath, Inc., Class A (United States)*

    10,499       165,989  

Unity Software, Inc. (United States)*

    7,084       262,604  

Varonis Systems, Inc. (United States)*

    2,052       65,520  

Zuora, Inc., Class A (United States)*

    2,568       23,394  
              4,335,085  

Specialty Retail — 6.7%

               

Camping World Holdings, Inc., Class A (United States)

    831       20,551  

CarMax, Inc. (United States)*

    2,960       241,773  

Chewy, Inc., Class A (United States)*

    7,996       191,744  

Designer Brands, Inc., Class A (United States)

    1,171       12,307  

Five Below, Inc. (United States)*

    1,041       179,010  

GameStop Corp., Class A (United States)*

    5,696       105,661  

RH (United States)*

    409       149,363  

Sleep Number Corp. (United States)*

    389       9,951  

Stitch Fix, Inc., Class A (United States)*

    1,891       8,301  

Tractor Supply Co. (United States)

    2,050       447,925  

Ulta Beauty, Inc. (United States)*

    931       386,393  

Williams-Sonoma, Inc. (United States)

    1,203       169,864  

Winmark Corp. (United States)

    66       25,115  
              1,947,958  

 

 

The accompanying notes are an integral part of these financial statements.

 

 

53

 

 

MOTLEY FOOL next index ETF

Schedule of Investments (Concluded)

AUGUST 31, 2023

 

 

 

Number of
Shares

   

Value
(Note 1)

 
                 

Common Stocks (continued)

Technology Hardware, Storage & Peripherals — 0.7%

               

Pure Storage, Inc., Class A (United States)*

    5,754     $ 210,539  

Textiles, Apparel & Luxury Goods — 0.9%

               

Carter’s, Inc. (United States)

    705       50,457  

Skechers USA, Inc., Class A (United States)*

    2,894       145,597  

Under Armour, Inc., Class (United States)*

    7,985       61,005  
              257,059  

Thrifts & Mortgage Finance — 0.2%

               

Walker & Dunlop, Inc. (United States)

    623       53,167  

Trading Companies & Distributors — 1.4%

               

Watsco, Inc. (United States)

    680       247,894  

WESCO International, Inc. (United States)

    959       155,214  
              403,108  

Total Common Stocks (Cost $32,605,678)

            29,152,486  
                 

Short-Term Investment — 0.0%

               

U.S. Bank Money Market Deposit Account, 5.20% (United States)(a)

    12,142       12,142  

Total Short-Term Investment (Cost $12,142)

            12,142  
                 

Total Investments (Cost $32,617,820) — 99.9%

            29,164,628  

Other Assets in Excess of Liabilities — 0.1%

            17,923  

NET ASSETS — 100.0%

          $ 29,182,551  

(Applicable to 1,850,000 shares outstanding)

               

 

*

Non-income producing security.

 

(a)

The rate shown is as of August 31, 2023.

 

The accompanying notes are an integral part of these financial statements.

 

54

 

 

 

Motley Fool ETFs

Statements of Assets and Liabilities

AUGUST 31, 2023

 

 

 

Motley
Fool Global
Opportunities
ETF

   

Motley Fool
Mid-Cap
Growth ETF

   

Motley
Fool 100
Index ETF

   

Motley Fool
Small-Cap
Growth ETF

 

ASSETS

                               

Investments in securities of unaffiliated issuers, at value (cost $228,541,128, $108,732,548, $375,729,766 and $74,095,767 respectively)^

  $ 416,585,164     $ 192,334,066     $ 549,058,115     $ 67,331,860  

Investments purchased with proceeds from securities lending collateral (cost $39,874,840, $25,256,724, $15,466,606 and $30,954,920 respectively)

    39,874,840       25,256,724       15,466,606       30,954,920  

Short-term investments, at value (cost $11,407,238, $1,999,916, $284,182, and $7,067,833, respectively)

    11,407,238       1,999,916       284,182       7,067,833  

Foreign currency, at value (cost $14,498, $0, $0, and $0 respectively)

    14,488                    

Receivables for:

                               

Dividends and tax reclaims

    1,081,916       151,143       457,978       44,140  

Investments sold

    2,992,985                    

Capital shares sold

                2,077,590        

Total assets

    471,956,631       219,741,849       567,344,471       105,398,753  
                                 

LIABILITIES

                               

Payables for:

                               

Securities lending collateral (see Note 7)

    39,874,840       25,256,724       15,466,606       30,954,920  

Shares of beneficial interest redeemed

    1,367,670                    

Investments purchased

    441,857             2,127,680       1,536,368  

Advisory fees

    306,280       139,388       227,221       52,273  

Total liabilities

    41,990,647       25,396,112       17,821,507       32,543,561  

Net assets

  $ 429,965,984     $ 194,345,737     $ 549,522,964     $ 72,855,192  
                                 

NET ASSETS CONSIST OF:

                               

Par value

  $ 15,719     $ 7,893     $ 13,225     $ 2,500  

Paid-in capital

    241,282,226       107,642,900       388,414,228       85,268,256  

Total distributable earnings/(losses)

    188,668,039       86,694,944       161,095,511       (12,415,564 )

Net assets

  $ 429,965,984     $ 194,345,737     $ 549,522,964     $ 72,855,192  
                                 

Shares outstanding ($0.001 par value, 100,000,000 shares authorized)

    15,718,873       7,892,511       13,225,000       2,500,000  

Net asset value, price per share

  $ 27.35     $ 24.62     $ 41.55     $ 29.14  

^ Includes market value of securities on loan

  $ 39,407,010     $ 24,600,703     $ 15,126,010     $ 30,076,672  

 

 

The accompanying notes are an integral part of these financial statements.

 

 

55

 

 

Motley Fool ETFs

Statements of Assets and Liabilities (concluded)

AUGUST 31, 2023

 

 

 

Motley Fool
Capital
Efficiency 100
Index ETF

   

Motley
Fool Next
Index ETF

 

ASSETS

               

Investments in securities of unaffiliated issurers, at value (cost $19,387,528 and $32,605,678 respectively)

  $ 22,382,380     $ 29,152,486  

Short-term investments, at value (cost $65,956 and $12,142 respectively)

    65,956       12,142  

Receivables for:

               

Dividends and tax reclaims

    29,579       20,581  

Investments sold

          9,764  

Total assets

    22,477,915       29,194,973  
                 

LIABILITIES

               

Payables for:

               

Advisory fees

    9,356       12,422  

Investments purchased

    8,087        

Total liabilities

    17,443       12,422  

Net assets

  $ 22,460,472     $ 29,182,551  
                 

NET ASSETS CONSIST OF:

               

Par value

  $ 1,175     $ 1,850  

Paid-in capital

    20,604,202       34,377,927  

Total distributable earnings/(losses)

    1,855,095       (5,197,226 )

Net assets

  $ 22,460,472     $ 29,182,551  
                 

Shares outstanding ($0.001 par value, 100,000,000 shares authorized)

    1,175,000       1,850,000  

Net asset value, price per share

    19.12       15.77  

 

 

The accompanying notes are an integral part of these financial statements.

 

56

 

 

 

Motley Fool ETFs

Statements of Operations

FOR THE YEAR ENDED AUGUST 31, 2023

 

 

 

Motley
Fool Global
Opportunities
ETF

   

Motley Fool
Mid-Cap
Growth ETF

   

Motley
Fool 100
Index ETF

   

Motley Fool
Small-Cap
Growth ETF

 

INVESTMENT INCOME

                               

Dividends

  $ 5,686,810     $ 2,158,287     $ 3,605,313     $ 662,934  

Less foreign taxes withheld

    (359,120 )                  

Securities lending income

    76,094       56,759       64,188       37,987  

Total investment income

    5,403,784       2,215,046       3,669,501       700,921  
                                 

EXPENSES

                               

Advisory fees (Note 3)

    3,520,595       1,645,190       2,120,500       598,691  

Total expenses

    3,520,595       1,645,190       2,120,500       598,691  

Net investment income/(loss)

    1,883,189       569,856       1,549,001       102,230  
                                 

NET REALIZED AND UNREALIZED GAIN/(LOSS) FROM INVESTMENTS

                               

Net realized gain/(loss) from:

                               

Investments

    1,161,332       3,121,031       (2,719,870 )     (4,267,365 )

Foreign currency transactions

    10,936                    

Redemption in-kind

    19,636,237       14,039,117       13,487,270       824,434  

Net change in unrealized appreciation/(depreciation) on:

                               

Investments

    21,245,844       (2,432,722 )     78,108,704       13,349,768  

Foreign currency translation

    68,499                    

Net realized and unrealized gain/(loss)

    42,122,848       14,727,426       88,876,104       9,906,837  

NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS

  $ 44,006,037     $ 15,297,282     $ 90,425,105     $ 10,009,067  

 

 

The accompanying notes are an integral part of these financial statements.

 

 

57

 

 

Motley Fool ETFs

Statements of Operations (CONCLUDED)

FOR THE YEAR ENDED AUGUST 31, 2023

 

 

 

Motley Fool
Capital
Efficiency 100
Index ETF

   

Motley
Fool NEXT
INDEX ETF

 

INVESTMENT INCOME

               

Dividends

  $ 208,559     $ 193,595  

Total investment income

    208,559       193,595  
                 

EXPENSES

               

Advisory fees (Note 3)

    100,946       149,524  

Total expenses

    100,946       149,524  

Net investment income/(loss)

    107,613       44,071  
                 

NET REALIZED AND UNREALIZED GAIN/(LOSS) FROM INVESTMENTS

               

Net realized gain/(loss) from:

               

Investments

    (920,990 )     (1,533,014 )

Redemption in-kind

    393,392       170,134  

Net change in unrealized appreciation on:

               

Investments

    4,912,480       2,748,952  

Net realized and unrealized gain/(loss)

    4,384,882       1,386,072  

NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS

  $ 4,492,495     $ 1,430,143  

 

 

The accompanying notes are an integral part of these financial statements.

 

58

 

 

 

MOTLEY FOOL Global Opportunities ETF
Statements of Changes in Net Assets

 

 

 

FOR THE
YEAR ENDED
AUGUST 31,
2023

   

FOR THE
YEAR ENDED
AUGUST 31,
2022

 

OPERATIONS

               

Net investment income/(loss)

  $ 1,883,189     $ 14,163,531  

Net realized gain/(loss) from investments and foreign currency transactions

    20,808,505       28,994,058  

Net change in unrealized appreciation/(depreciation) on investments, foreign currency translation and assets and liabilities denominated in foreign currencies

    21,314,343       (227,722,486 )

Net increase/(decrease) in net assets resulting from operations

    44,006,037       (184,564,897 )

DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS:

               

Investor Shares

          (35,341,409 )

Institutional Shares

    (2,705,256 )     (12,707,670 )

Total dividends and distributions to shareholders

    (2,705,256 )     (48,049,079 )

CAPITAL SHARE TRANSACTIONS:

               

Investor Shares

               

Proceeds from shares sold

          6,643,104  

Reinvestment of dividends

          34,321,026  

Share redeemed

          (21,570,991 )

Shares redeemed from exchange to Institutional Class(1)

          (458,343,422 )

Total from Investor Shares

          (438,950,283 )

Institutional Shares

               

Proceeds from shares sold

    1,935,173       6,411,019  

Proceeds from institutional Class exchange(1)

          458,343,422  

Reinvestment of dividends

          12,058,120  

Shares redeemed

    (46,922,013 )     (73,170,311 )

Total from Institutional Shares

    (44,986,840 )     403,642,250  

Net increase/(decrease) in net assets from capital share transactions

    (44,986,840 )     (35,308,033 )

Total INCREASE/(DECREASE) in net assets

    (3,686,059 )     (267,922,009 )

NET ASSETS:

               

Beginning of period

  $ 433,652,043     $ 701,574,052  

End of period

  $ 429,965,984     $ 433,652,043  

 

(1)

Effective December 3, 2021, the outstanding Investor Class Shares of the Fund were converted into Institutional Class Shares of the Fund.

 

The accompanying notes are an integral part of these financial statements.

 

 

59

 

 

MOTLEY FOOL Global Opportunities ETF
Statements of Changes in Net Assets (CONCLUDED)

 

 

 

FOR THE
YEAR ENDED
AUGUST 31,
2023

   

FOR THE
YEAR ENDED
AUGUST 31,
2022

 

SHARES TRANSACTIONS:

               

INVESTOR SHARES

               

Shares sold

          187,055  

Shares reinvested

          1,111,072  

Shares redeemed

          (612,521 )

Shares exchanged into Institutional Class(1)

          (14,816,530 )

Net increase/(decrease) in shares outstanding

          (14,130,924 )
                 

INSTITUTIONAL SHARES

               

Shares sold

    75,000       179,722  

Shares reinvested

          14,718,418  

Shares redeemed

    (1,875,000 )     387,721  

Shares exchanged into Institutional Class(1)

          (2,668,501 )

Net increase/(decrease) in shares outstanding

    (1,800,000 )     12,617,360  

 

(1)

Effective December 3, 2021, the outstanding Investor Class Shares of the Fund were converted into Institutional Class Shares of the Fund.

 

The accompanying notes are an integral part of these financial statements.

 

60

 

 

 

MOTLEY FOOL Mid-Cap Growth ETF
Statements of Changes in Net Assets

 

 

 

FOR THE
YEAR ENDED
AUGUST 31,
2023

   

FOR THE
YEAR ENDED
AUGUST 31,
2022

 

OPERATIONS

               

Net investment income/(loss)

  $ 569,856     $ (660,888 )

Net realized gain/(loss) from investments and foreign currency transactions

    17,160,148       16,762,592  

Net change in unrealized appreciation/(depreciation) on investments, and assets and liabilities denominated in foreign currencies

    (2,432,722 )     (100,048,288 )

Net increase/(decrease) in net assets resulting from operations

    15,297,282       (83,946,584 )

DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS:

               

Investor Shares

          (3,423,164 )

Institutional Shares

          (17,390,769 )

Total dividends and distributions to shareholders

          (20,813,933 )

CAPITAL SHARE TRANSACTIONS:

               

Investor Shares

               

Proceeds from shares sold

          3,029,266  

Reinvestment of dividends

          16,920,328  

Shares redeemed

          (10,054,968 )

Shares redeemed from exchange to Institutional Class(1)

          (250,730,153 )

Total from Investor Shares

          (240,835,527 )

Institutional Shares

               

Proceeds from shares sold

          1,532,940  

Proceeds from Institutional Class exchange(1)

          250,730,153  

Reinvestment of dividends

          3,235,692  

Shares redeemed

    (29,995,560 )     (32,143,643 )

Total from Institutional Shares

    (29,995,560 )     223,355,142  

Net decrease in net assets from capital share transactions

    (29,995,560 )     (17,480,385 )

Total decrease in net assets

    (14,698,278 )     (122,240,902 )

NET ASSETS:

               

Beginning of period

  $ 209,044,015     $ 331,284,917  

End of period

  $ 194,345,737     $ 209,044,015  

 

(1)

Effective December 3, 2021, the outstanding Investor Class Shares of the Fund were converted into Institutional Class Shares of the Fund.

 

The accompanying notes are an integral part of these financial statements.

 

 

61

 

 

MOTLEY FOOL Mid-Cap Growth ETF
Statements of Changes in Net Assets (CONCLUDED)

 

 

 

FOR THE
YEAR ENDED
AUGUST 31,
2023

   

FOR THE
YEAR ENDED
AUGUST 31,
2022

 

SHARES TRANSACTIONS:

               

INVESTOR SHARES

               

Shares sold

          95,439  

Shares reinvested

          601,505  

Shares redeemed

          (316,334 )

Shares exchanged into Institutional Class(1)

          (8,829,770 )

Net increase/(decrease) in shares outstanding

          (8,449,160 )
                 

INSTITUTIONAL SHARES

               

Shares sold

          47,461  

Shares reinvested

          113,334  

Shares redeemed

    (1,325,000 )     (1,283,081 )

Shares exchanged into Institutional Class(1)

          8,699,588  

Net increase/(decrease) in shares outstanding

    (1,325,000 )     7,577,302  

 

(1)

Effective December 3, 2021, the outstanding Investor Class Shares of the Fund were converted into Institutional Class Shares of the Fund.

 

The accompanying notes are an integral part of these financial statements.

 

62

 

 

 

Motley Fool 100 Index ETF

Statements of Changes in Net Assets

 

 

 

FOR THE
YEAR ENDED
AUGUST 31,
2023

   

FOR THE
YEAR ENDED
AUGUST 31,
2022

 

OPERATIONS:

               

Net investment income/(loss)

  $ 1,549,001     $ 980,905  

Net realized gain/(loss) from investments

    10,767,400       12,165,022  

Net change in unrealized appreciation/(depreciation) on investments

    78,108,704       (120,161,259 )

Net increase/(decrease) in net assets resulting from operations

    90,425,105       (107,015,332 )
                 

DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM:

               

Total distributable earnings

    (1,701,998 )     (1,325,790 )

Net decrease in net assets from dividends and distributions to shareholders

    (1,701,998 )     (1,325,790 )
                 

CAPITAL SHARE TRANSACTIONS:

               

Proceeds from shares sold

    76,561,270       41,513,113  

Shares redeemed

    (33,030,150 )     (43,914,753 )

Net increase/(decrease) in net assets from capital share transactions

    43,531,120       (2,401,640 )

Total increase/(decrease) in net assets

    132,254,227       (110,742,762 )
                 

NET ASSETS:

               

Beginning of period

    417,268,737       528,011,499  

End of period

  $ 549,522,964     $ 417,268,737  
                 

SHARES TRANSACTIONS:

               

Shares sold

    1,950,000       975,000  

Shares redeemed

    (1,000,000 )     (1,225,000 )

Net increase/(decrease) in shares outstanding

    950,000       (250,000 )

 

 

The accompanying notes are an integral part of these financial statements.

 

 

63

 

 

Motley Fool Small-Cap Growth ETF

Statements of Changes in Net Assets

 

 

 

FOR THE
YEAR ENDED
AUGUST 31,
2023

   

FOR THE
YEAR ENDED
AUGUST 31,
2022

 

OPERATIONS:

               

Net investment income/(loss)

  $ 102,230     $ (571,366 )

Net realized gain/(loss) from investments

    (3,442,931 )     12,159,631  

Net change in unrealized appreciation/(depreciation) on investments

    13,349,768       (70,725,754 )

Net increase/(decrease) in net assets resulting from operations

    10,009,067       (59,137,489 )
                 

DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM:

               

Total distributable earnings

    (227,522 )     (3,829,540 )

Net decrease in net assets from dividends and distributions to shareholders

    (227,522 )     (3,829,540 )
                 

CAPITAL SHARE TRANSACTIONS:

               

Proceeds from shares sold

    691,953       2,045,968  

Shares redeemed

    (15,668,161 )     (50,410,673 )

Net increase/(decrease) in net assets from capital share transactions

    (14,976,208 )     (48,364,705 )

Total INCREASE/(DECREASE) in net assets

    (5,194,663 )     (111,331,734 )
                 

NET ASSETS:

               

Beginning of period

    78,049,855       189,381,589  

End of period

  $ 72,855,192     $ 78,049,855  
                 

SHARES TRANSACTIONS:

               

Shares sold

    25,000       50,000  

Shares redeemed

    (625,000 )     (1,600,000 )

Net increase/(decrease) in shares outstanding

    (600,000 )     (1,550,000 )

 

 

The accompanying notes are an integral part of these financial statements.

 

64

 

 

 

MOTLEY FOOL CAPITAL EFFICIENCY 100 INDEX ETF

Statements of Changes in Net Assets

 

 

 

FOR THE
YEAR ENDED
AUGUST 31,
2023

   

FOR THE
YEAR ENDED
august 31,
2022*

 

OPERATIONS:

               

Net investment income/(loss)

  $ 107,613     $ 42,783  

Net realized gain/(loss) from investments

    (527,598 )     (369,769 )

Net change in unrealized appreciation/(depreciation) on investments

    4,912,480       (1,917,628 )

Net increase/(decrease) in net assets resulting from operations

    4,492,495       (2,244,614 )
                 

DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM:

               

Total distributable earnings

    (76,457 )      

Net decrease in net assets from dividends and distributions to shareholders

    (76,457 )      
                 

CAPITAL SHARE TRANSACTIONS:

               

Proceeds from shares sold

    474,105       24,197,108  

Shares redeemed

    (3,183,860 )     (1,198,305 )

Net increase/(decrease) in net assets from capital share transactions

    (2,709,755 )     22,998,803  

Total INCREASE/(DECREASE) in net assets

    1,706,283       20,754,189  
                 

NET ASSETS:

               

Beginning of period

    20,754,189        

End of period

  $ 22,460,472     $ 20,754,189  
                 

SHARES TRANSACTIONS:

               

Shares sold

    25,000       1,425,000  

Shares redeemed

    (200,000 )     (75,000 )

Net increase/(decrease) in shares outstanding

    (175,000 )     1,350,000  

 

*

Inception date of the Fund was December 30, 2021.

 

The accompanying notes are an integral part of these financial statements.

 

 

65

 

 

MOTLEY FOOL NEXT INDEX ETF

Statements of Changes in Net Assets

 

 

 

FOR THE
YEAR ENDED
AUGUST 31,
2023

   

FOR THE
PERIOD
ENDED
august 31,
2022*

 

OPERATIONS:

               

Net investment income/(loss)

  $ 44,071     $ 50,952  

Net realized gain/(loss) from investments

    (1,362,880 )     (268,811 )

Net change in unrealized appreciation/(depreciation) on investments

    2,748,952       (6,202,144 )

Net increase/(decrease) in net assets resulting from operations

    1,430,143       (6,420,003 )
                 

DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM:

               

Total distributable earnings

    (64,299 )      

Net decrease in net assets from dividends and distributions to shareholders

    (64,299 )      
                 

CAPITAL SHARE TRANSACTIONS:

               

Proceeds from shares sold

          39,453,233  

Shares redeemed

    (4,861,270 )     (355,253 )

Net increase/(decrease) in net assets from capital share transactions

    (4,861,270 )     39,097,980  

Total increase/(decrease) in net assets

    (3,495,426 )     32,677,977  
                 

NET ASSETS:

               

Beginning of period

    32,677,977        

End of period

  $ 29,182,551     $ 32,677,977  
                 

SHARES TRANSACTIONS:

               

Shares sold

          2,200,000  

Shares redeemed

    (325,000 )     (25,000 )

Net increase/(decrease) in shares outstanding

    (325,000 )     2,175,000  

 

*

Inception date of the Fund was December 30, 2021.

 

The accompanying notes are an integral part of these financial statements.

 

66

 

 

 

MOTLEY FOOL Global Opportunities ETF
Financial Highlights

 

Contained below is per share operating performance data for shares outstanding, total investment return/(loss), ratios to average net assets and other supplemental data for the respective periods. This information has been derived from information provided in the financial statements.

 

 

 

YEARS ENDED
AUGUST 31,

 

 

 

2023

   

2022

   

2021

   

2020

   

2019

 

PER SHARE OPERATING PERFORMANCE

                                       

Net asset value, beginning of period

  $ 24.75     $ 37.03     $ 30.17     $ 25.09     $ 25.97  

Net investment income/(loss)(1)

    0.11       0.30       (0.05 )     *     0.05  

Net realized and unrealized gain/(loss) from investments

    2.65       (10.00 )     9.03       6.21       0.80  

Net increase/(decrease) in net assets resulting from operations

    2.76       (9.70 )     8.98       6.21       0.85  

Dividends and distributions to shareholders from:

                                       

Net investment income

    (0.06 )     (0.77 )           (0.04 )      

Net realized capital gains

    (0.10 )     (1.81 )     (2.12 )     (1.09 )     (1.73 )

Total dividends and distributions to shareholders

    (0.16 )     (2.58 )     (2.12 )     (1.13 )     (1.73 )

Redemption and small-balance account fees

                             

Net asset value, end of period

  $ 27.35     $ 24.75     $ 37.03     $ 30.17     $ 25.09  

Market price, end of period

  $ 27.32     $ 24.74     $     $     $  

Total investment return/(loss) on net asset value(2)

    11.24 %     (27.61 )%     30.86 %     25.64 %     4.94 %

Total investment return/(loss) on market price(3)

    11.19 %     (27.65 )%     %     %     %

RATIOS/SUPPLEMENTAL DATA

                                       

Net assets, end of period (thousands)

  $ 429,966     $ 433,652     $ 181,509     $ 122,406     $ 92,760  

Ratio of expenses to average net assets

    0.85 %     0.87 %     0.95 %     0.95 %     0.95 %

Ratio of expenses to average net assets (before waivers and reimbursement of expenses and/or recapture of previously waived fees)

    0.85 %     0.88 %     0.98 %     1.00 %     0.99 %

Ratio of net investment income/(loss) to average net assets

    0.45 %     1.08 %     (0.16 )%     (0.01 )%     0.19 %

Ratio of net investment income/(loss) to average net assets (before waivers and reimbursement of expenses and/or recapture of previously waived fees)

    0.45 %     1.07 %     (0.19 )%     (0.06 )%     0.15 %

Portfolio turnover rate

    4 %     14 %     12 %     10 %     11 %

 

*

Amount represents less than $0.005 per share.

 

(1)

Per share data calculated using average shares outstanding method.

 

(2)

Total investment return/(loss) on net asset value is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestments of dividends and distributions, if any.

 

(3)

Total investment return/(loss) on market price is calculated assuming an initial investment made at the market price on the first day of the period, reinvestment of dividends and distributions at market price during the period and redemption at market price on the last day of the period.

 

The accompanying notes are an integral part of these financial statements.

 

 

67

 

 

MOTLEY FOOL Mid-Cap Growth ETF
Financial Highlights

 

Contained below is per share operating performance data for shares outstanding, total investment return/(loss), ratios to average net assets and other supplemental data for the respective periods. This information has been derived from information provided in the financial statements.

 

 

 

YEARS ENDED
AUGUST 31,

 

 

 

2023

   

2022

   

2021

   

2020

   

2019

 

PER SHARE OPERATING PERFORMANCE

                                       

Net asset value, beginning of period

  $ 22.68     $ 33.20     $ 29.79     $ 24.48     $ 27.50  

Net investment income/(loss)(1)

    0.07       (0.04 )     (0.09 )     (0.02 )     0.02  

Net realized and unrealized gain/(loss) from investments

    1.87       (8.38 )     6.90       6.79       (1.88 )

Net increase/(decrease) in net assets resulting from operations

    1.94       (8.42 )     6.81       6.77       (1.86 )

Dividends and distributions to shareholders from:

                                       

Net investment income

                             

Net realized capital gains

          (2.10 )     (3.40 )     (1.46 )     (1.16 )

Total dividends and distributions to shareholders

          (2.10 )     (3.40 )     (1.46 )     (1.16 )

Net asset value, end of period

  $ 24.62     $ 22.68     $ 33.20     $ 29.79     $ 24.48  

Market price, end of period

  $ 24.58     $ 22.62     $     $     $  

Total investment return/(loss) on net asset value(2)

    8.58 %     (26.66 )%     24.38 %     28.77 %     (5.97 )%

Total investment return/(loss) on market price(3)

    8.65 %     (26.84 )%     %     %     %

RATIOS/SUPPLEMENTAL DATA

                                       

Net assets, end of period (thousands)

  $ 194,346     $ 209,044     $ 54,460     $ 39,488     $ 29,205  

Ratio of expenses to average net assets

    0.85 %     0.90 %     0.95 %     0.95 %     0.95 %

Ratio of expenses to average net assets (before waivers and reimbursement of expenses and/or recapture of previously waived fees)

    0.85 %     0.88 %     0.98 %     1.00 %     0.98 %

Ratio of net investment income/(loss) to average net assets

    0.29 %     (0.17 )%     (0.30 )%     (0.06 )%     0.10 %

Ratio of net investment income/(loss) to average net assets (before waivers and reimbursement of expenses and/or recapture of previously waived fees)

    0.29 %     (0.15 )%     (0.33 )%     (0.11 )%     0.07 %

Portfolio turnover rate

    18 %     2 %     15 %     14 %     4 %

 

(1)

Per share data calculated using average shares outstanding method.

 

(2)

Total investment return/(loss) on net asset value is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestments of dividends and distributions, if any.

 

(3)

Total investment return/(loss) on market price is calculated assuming an initial investment made at the market price on the first day of the period, reinvestment of dividends and distributions at market price during the period and redemption at market price on the last day of the period.

 

The accompanying notes are an integral part of these financial statements.

 

68

 

 

 

Motley Fool 100 Index ETF

Financial Highlights

 

Contained below is per share operating performance data for shares outstanding, total investment return/(loss), ratios to average net assets and other supplemental data for the respective periods. This information has been derived from information provided in the financial statements.

 

 

 

YEARS ENDED
AUGUST 31,

 

 

 

2023

   

2022

   

2021

   

2020

   

2019

 

PER SHARE OPERATING PERFORMANCE

                                       

Net asset value, beginning of period

  $ 33.99     $ 42.16     $ 33.67     $ 22.46     $ 22.10  

Net investment income/(loss)(1)

    0.13       0.08       0.05       0.11       0.15  

Net realized and unrealized gain/(loss) from investments

    7.57       (8.15 )     8.59       11.23       0.32  

Net increase/(decrease) in net assets resulting from operations

    7.70       (8.07 )     8.64       11.34       0.47  

Dividends and distributions to shareholders from:

                                       

Net investment income

    (0.14 )     (0.02 )     (0.10 )     (0.13 )     (0.11 )

Net realized capital gains

          (0.08 )     (0.05 )            

Total dividends and distributions to shareholders

    (0.14 )     (0.10 )     (0.15 )     (0.13 )     (0.11 )

Net asset value, end of period

  $ 41.55     $ 33.99     $ 42.16     $ 33.67     $ 22.46  

Market price, end of period

  $ 41.53     $ 34.00     $ 42.20     $ 33.66     $ 22.42  

Total investment return/(loss) on net asset value(2)

    22.71 %     (19.18 )%     25.74 %     50.67 %     2.27 %

Total investment return/(loss) on market price(3)

    22.63 %     (19.24 )%     25.91 %     50.89 %     1.93 %

RATIOS/SUPPLEMENTAL DATA

                                       

Net assets, end of period (000’s omitted)

  $ 549,523     $ 417,269     $ 528,011     $ 337,547     $ 185,871  

Ratio of expenses to average net assets

    0.50 %     0.50 %     0.50 %     0.50 %     0.50 %

Ratio of net investment income/(loss) to average net assets

    0.37 %     0.20 %     0.15 %     0.43 %     0.69 %

Portfolio turnover rate

    6 %     15 %     23 %     26 %     26 %

 

 

(1)

Per share data calculated using average shares outstanding method.

 

(2)

Total investment return/(loss) on net asset value is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestments of dividends and distributions, if any.

 

(3)

Total investment return/(loss) on market price is calculated assuming an initial investment made at the market price on the first day of the period, reinvestment of dividends and distributions at market price during the period and redemption at market price on the last day of the period.

 

The accompanying notes are an integral part of these financial statements.

 

 

69

 

 

MOTLEY FOOL Small-Cap Growth ETF

Financial Highlights

 

Contained below is per share operating performance data for shares outstanding, total investment return/(loss) return, ratios to average net assets and other supplemental data for the respective periods. This information has been derived from information provided in the financial statements.

 

 

 

YEARS ENDED
AUGUST 31,

   

FOR THE
PERIOD ENDED
AUGUST 31,

 

 

 

2023

   

2022

   

2021

   

2020

   

2019(1)

 

PER SHARE OPERATING PERFORMANCE

                                       

Net asset value, beginning of period

  $ 25.18     $ 40.73     $ 32.59     $ 23.33     $ 20.00  

Net investment income/(loss)(2)

    0.04       (0.15 )     (0.19 )     (0.07 )     *

Net realized and unrealized gain/(loss) from investments

    4.00       (14.53 )     10.48       9.67       3.33  

Net increase/(decrease) in net assets resulting from operations

    4.04       (14.68 )     10.29       9.60       3.33  

Dividends and distributions to shareholders from:

                                       

Net realized capital gains

    (0.08 )     (0.87 )     (2.15 )     (0.34 )      

Total dividends and distributions to shareholders

    (0.08 )     (0.87 )     (2.15 )     (0.34 )      

Net asset value, end of period

  $ 29.14     $ 25.18     $ 40.73     $ 32.59     $ 23.33  

Market price, end of period

  $ 29.17     $ 25.18     $ 40.74     $ 32.68     $ 23.34  

Total investment return/(loss) on net asset value(3)

    16.13 %     (36.66 )%     32.00 %     41.58 %     16.65 %(5)

Total investment return/(loss) on market price(4)

    16.21 %     (36.65 )%     31.54 %     41.88 %     16.69 %(5)

RATIOS/SUPPLEMENTAL DATA

                                       

Net assets, end of period (000’s omitted)

  $ 72,855     $ 78,050     $ 189,382     $ 106,745     $ 71,153  

Ratio of expenses to average net assets

    0.85 %     0.85 %     0.85 %     0.85 %     0.85 %(6)

Ratio of net investment income/(loss) to average net assets

    0.15 %     (0.46 )%     (0.51 )%     (0.29 )%     (0.01 )%(6)

Portfolio turnover rate

    62 %     11 %     21 %     27 %     21 %(5)

 

*

Amount represents less than $0.005 per share.

 

(1)

Inception date of the Fund was October 29, 2018.

 

(2)

Per share data calculated using average shares outstanding method.

 

(3)

Total investment return/(loss) on net asset value is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestments of dividends and distributions, if any.

 

(4)

Total investment return/(loss) on market price is calculated assuming an initial investment made at the market price on the first day of the period, reinvestment of dividends and distributions at market price during the period and redemption at market price on the last day of the period.

 

(5)

Not annualized.

 

(6)

Annualized.

 

The accompanying notes are an integral part of these financial statements.

 

70

 

 

 

Motley Fool CAPITAL EFFICIENCY 100 INDEX ETF

Financial Highlights

 

Contained below is per share operating performance data for shares outstanding, total investment return/(loss) return, ratios to average net assets and other supplemental data for the respective periods. This information has been derived from information provided in the financial statements.

 

 

 

For the
year Ended
august 31,

   

For the
Period Ended
august 31,

 

 

 

2023

   

2022(1)

 

PER SHARE OPERATING PERFORMANCE

               

Net asset value, beginning of period

  $ 15.37     $ 20.00  

Net investment income/(loss)(2)

    0.09       0.05  

Net realized and unrealized gain/(loss) from investments

    3.72       (4.68 )

Net increase/(decrease) in net assets resulting from operations

    3.81       (4.63 )

Dividends and distributions to shareholders from:

               

Net realized capital gains

    (0.06 )      

Total dividends and distributions to shareholders

    (0.06 )      

Net asset value, end of period

  $ 19.12     $ 15.37  

Market price, end of period

  $ 19.15     $ 15.38  

Total investment return/(loss) on net asset value(3)

    24.81 %     (23.13 )%(5)

Total investment return/(loss) on market price(4)

    24.99 %     (23.09 )%(5)

RATIOS/SUPPLEMENTAL DATA

               

Net assets, end of period (000’s omitted)

  $ 22,460     $ 20,754  

Ratio of expenses to average net assets

    0.50 %     0.50 %(6)

Ratio of net investment income/(loss) to average net assets

    0.53 %     0.50 %(6)

Portfolio turnover rate

    25 %     17 %(5)

 

(1)

Inception date of the Fund was December 30, 2021.

 

(2)

Per share data calculated using average shares outstanding method.

 

(3)

Total investment return/(loss) on net asset value is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestments of dividends and distributions, if any.

 

(4)

Total investment return/(loss) on market price is calculated assuming an initial investment made at the market price on the first day of the period, reinvestment of dividends and distributions at market price during the period and redemption at market price on the last day of the period.

 

(5)

Not annualized.

 

(6)

Annualized.

 

The accompanying notes are an integral part of these financial statements.

 

 

71

 

 

MOTLEY FOOL NEXT INDEX ETF

Financial Highlights

 

Contained below is per share operating performance data for shares outstanding, total investment return/(loss) return, ratios to average net assets and other supplemental data for the respective periods. This information has been derived from information provided in the financial statements.

 

 

 

For the
year Ended
august 31,

   

For the
period Ended
august 31,

 

 

 

2023

   

2022(1)

 

PER SHARE OPERATING PERFORMANCE

               

Net asset value, beginning of period

  $ 15.02     $ 20.00  

Net investment income/(loss)(2)

    0.02       0.03  

Net realized and unrealized gain/(loss) from investments

    0.76       (5.01 )

Net increase/(decrease) in net assets resulting from operations

    0.78       (4.98 )

Dividends and distributions to shareholders from:

               

Net investment income

    (0.03 )      

Total dividends and distributions to shareholders

    (0.03 )      

Net asset value, end of period

  $ 15.77     $ 15.02  

Market price, end of period

  $ 15.78     $ 15.01  

Total investment return/(loss) on net asset value(3)

    5.21 %     (24.88 )%(5)

Total investment return/(loss) on market price(4)

    5.39 %     (24.97 )%(5)

RATIOS/SUPPLEMENTAL DATA

               

Net assets, end of period (000’s omitted)

  $ 29,183     $ 32,678  

Ratio of expenses to average net assets

    0.50 %     0.50 %(6)

Ratio of net investment income/(loss) to average net assets

    0.15 %     0.26 %(6)

Portfolio turnover rate

    27 %     11 %(5)

 

(1)

Inception date of the Fund was December 30, 2021.

 

(2)

Per share data calculated using average shares outstanding method.

 

(3)

Total investment return/(loss) on net asset value is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestments of dividends and distributions, if any.

 

(4)

Total investment return/(loss) on market price is calculated assuming an initial investment made at the market price on the first day of the period, reinvestment of dividends and distributions at market price during the period and redemption at market price on the last day of the period.

 

(5)

Not annualized.

 

(6)

Annualized.

 

The accompanying notes are an integral part of these financial statements.

 

72

 

 

 

Motley Fool Asset Management ETFs

Notes to Financial Statements

AUGUST 31, 2023

 

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

 

The RBB Fund, Inc. (“RBB” or the “Company”) was incorporated under the laws of the State of Maryland on February 29, 1988 and is registered under the Investment Company Act of 1940, as amended, (the “1940 Act”), as an open-end management investment company. RBB is a “series fund,” which is a mutual fund complex divided into separate portfolios. Each portfolio is treated as a separate entity for certain matters under the 1940 Act, and for other purposes, and a shareholder of one portfolio is not deemed to be a shareholder of any other portfolio. Currently, RBB has fifty-three separate investment portfolios, including the Motley Fool Global Opportunities ETF (“Global Opportunities Fund”), the Motley Fool Mid-Cap Growth ETF (“Mid-Cap Growth Fund”), the Motley Fool 100 Index ETF (the “Fool 100 Fund”), the Motley Fool Small-Cap Growth ETF (“Small-Cap Growth Fund”), the Motley Fool Capital Efficiency 100 Index ETF (“Capital Efficiency Fund”) and the Motley Fool Next Index ETF (“Next Fund”) (each a “Fund” and together the “Funds”). The Global Opportunities Fund, Mid-Cap Growth Fund, Fool 100 Fund, Small-Cap Growth Fund, Capital Efficiency Fund and Next Fund commenced investment operations on June 17, 2014, June 17, 2014, January 29, 2018, October 29, 2018, December 30, 2021 and December 30, 2021, respectively.

 

RBB has authorized capital of one hundred billion shares of common stock of which 91.523 billion shares are currently classified into two hundred and twenty-two classes of common stock. Each class represents an interest in an active or inactive RBB investment portfolio.

 

The investment objective of each Fund is to achieve long-term capital appreciation. The Global Opportunities Fund pursues its objective by investing primarily in common stocks of United States companies and of companies that are organized under the laws of other countries around the world. The Mid-Cap Growth Fund pursues its objective by investing primarily in common stocks of companies that are organized in the United States and that are engaged in a broad range of industries.

 

The investment objective of the Fool 100 Fund is to achieve investment results that correspond (before fees and expenses) generally to the total return performance of the Motley Fool 100 Index (the “Fool 100 Index”). The Fool 100 Index was developed by The Motley Fool, LLC (“The Motley Fool”), an affiliate of Motley Fool Asset Management, LLC (the “Adviser”), in 2017 and is a proprietary, rules-based index designed to track the performance of the 100 largest, most liquid U.S. companies that have been recommended by The Motley Fool’s analysts and newsletters or the highest-rated stocks in Fool IQ, the company’s analyst opinion database. Every company include in the Fool 100 Index is incorporated and listed in the U.S. The investment objective of the Small-Cap Growth Fund is to achieve long-term capital appreciation.

 

The investment objective of the Capital Efficiency Fund is to seek investment results that correspond (before fees and expenses) generally to the total return performance of the Motley Fool Capital Efficiency 100 Index (the “Capital Efficiency 100 Index”). The Capital Efficiency 100 Index was developed by The Motley Fool in 2021 and is a proprietary, rules-based index designed to track the performance of the highest scoring stocks of U.S. companies, measured by a company’s capital efficiency, that have been recommended by The Motley Fool’s analysts and newsletters, and that also meet certain liquidity requirements. Capital efficiency is a measure of how a business turns its investments into revenue and profit and it provides insight into the company’s return on invested capital. Every company included in the Capital Efficiency 100 Index is incorporated and listed in the U.S. The investment objective of the Next Fund is to seek investment results that correspond (before fees and expenses) generally to the total return performance of the Motley Fool Next Index (the “Next Index”). The Next Index was developed by The Motley Fool in 2021 and is a proprietary, rules-based index designed to track the performance of the 100 largest, most liquid U.S. companies that have been recommended by The Motley Fool’s analysts and newsletters. Every company included in the Next Index is incorporated and listed in the U.S.

 

The Funds are investment companies and follow accounting and reporting guidance in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946 “Financial Services - Investment Companies”.

 

The end of the reporting period for the Funds is August 31, 2023, and the period covered by these Notes to Financial Statements is the fiscal year ended August 31, 2023 (the “current fiscal period”).

 

PORTFOLIO VALUATION — Each Fund’s net asset value (“NAV”) is calculated once daily at the close of regular trading hours on the New York Stock Exchange (“NYSE”) (generally 4:00 p.m. Eastern time) on each day the NYSE is open. Securities held by the Funds are valued using the closing price or the last sale price on a national securities exchange or the National Association of Securities Dealers Automatic Quotation System (“NASDAQ”) market system where they are primarily traded. Equity securities traded in the over-the-counter (“OTC”) market are valued at their closing prices. If there were no transactions

 

 

73

 

 

Motley Fool Asset Management ETFs

Notes to Financial Statements (continued)

AUGUST 31, 2023

 

on that day, securities traded principally on an exchange or on NASDAQ will be valued at the mean of the last bid and ask prices prior to the market close. Fixed income securities are valued using an independent pricing service, which considers such factors as security prices, yields, maturities and ratings, and are deemed representative of market values at the close of the market. Foreign securities are valued based on prices from the primary market in which they are traded, and are translated from the local currency into U.S. dollars using current exchange rates. If market quotations are unavailable or deemed unreliable, securities will be valued in accordance with procedures adopted by the Company’s Board of Directors (the “Board”). Relying on prices supplied by pricing services or dealers or using fair valuation may result in values that are higher or lower than the values used by other investment companies and investors to price the same investments. Such procedures use fundamental valuation methods, which may include, but are not limited to, an analysis of the effect of any restrictions on the resale of the security, industry analysis and trends, significant changes in the issuer’s financial position, and any other event which could have a significant impact on the value of the security. Determination of fair value involves subjective judgment as the actual market value of a particular security can be established only by negotiations between the parties in a sales transaction, and the difference between the recorded fair value and the value that would be received in a sale could be significant.

 

The Board has adopted a pricing and valuation policy for use by each Fund and its Valuation Designee (as defined below) in calculating the Fund’s NAV. Pursuant to Rule 2a-5 under the 1940 Act, the Board has designated Motley Fool Asset Management, LLC (the “Adviser”) as its “Valuation Designee” to perform all of the fair value determinations as well as to perform all of the responsibilities that may be performed by the Valuation Designee in accordance with Rule 2a-5. The Valuation Designee is authorized to make all necessary determinations of the fair values of portfolio securities and other assets for which market quotations are not readily available or if it is deemed that the prices obtained from brokers and dealers or independent pricing services are unreliable.

 

FAIR VALUE MEASUREMENTS — The inputs and valuation techniques used to measure the fair value of the Funds’ investments are summarized into three levels as described in the hierarchy below:

 

 

Level 1 – Prices are determined using quoted prices in active markets for identical securities.

 

 

Level 2 – Prices are determined using other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.).

 

 

Level 3 – Prices are determined using significant unobservable inputs (including the Funds’ own assumptions in determining the fair value of investments).

 

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

 

The following is a summary of the inputs used, as of the end of the reporting period, in valuing the Funds’ investments carried at fair value:

 

GLOBAL OPPORTUNITIES FUND

 

 

 

TOTAL

   

LEVEL 1

   

LEVEL 2

   

LEVEL 3

   

INVESTMENTS
MEASURED
AT NET ASSET
VALUE^

 

Common Stocks

  $ 416,585,164     $ 416,585,164     $     $     $  

Investment Purchased with Proceeds From Securities Lending Collateral

    39,874,840                         39,874,840  

Short-Term Investment

    11,407,238       11,407,238                    

Total Investments*

  $ 467,867,242     $ 427,992,402     $     $     $ 39,874,840  

 

74

 

 

 

Motley Fool Asset Management ETFs

Notes to Financial Statements (continued)

AUGUST 31, 2023

 

MID-CAP GROWTH FUND

 

 

 

TOTAL

   

LEVEL 1

   

LEVEL 2

   

LEVEL 3

   

INVESTMENTS
MEASURED
AT NET ASSET
VALUE^

 

Common Stocks

  $ 192,334,066     $ 192,334,066     $     $     $  

Investment Purchased with Proceeds From Securities Lending Collateral

    25,256,724                         25,256,724  

Short-Term Investment

    1,999,916       1,999,916                    

Total Investments*

  $ 219,590,706     $ 194,333,982     $     $     $ 25,256,724  

 

FOOL 100 FUND

 

 

 

TOTAL

   

LEVEL 1

   

LEVEL 2

   

LEVEL 3

   

INVESTMENTS
MEASURED
AT NET ASSET
VALUE^

 

Common Stocks

  $ 549,037,302     $ 549,037,302     $     $     $  

Right

    20,813                   20,813        

Investment Purchased with Proceeds From Securities Lending Collateral

    15,466,606                         15,466,606  

Short-Term Investment

    284,182       284,182                    

Total Investments*

  $ 564,808,903     $ 549,321,484     $     $ 20,813     $ 15,466,606  

 

SMALL-CAP GROWTH FUND

 

 

 

TOTAL

   

LEVEL 1

   

LEVEL 2

   

LEVEL 3

   

INVESTMENTS
MEASURED
AT NET ASSET
VALUE^

 

Common Stocks

  $ 67,331,860     $ 67,331,860     $     $     $  

Investment Purchased with Proceeds From Securities Lending Collateral

    30,954,920                         30,954,920  

Short-Term Investment

    7,067,833       7,067,833                    

Total Investments*

  $ 105,354,613     $ 74,399,693     $     $     $ 30,954,920  

 

 

75

 

 

Motley Fool Asset Management ETFs

Notes to Financial Statements (continued)

AUGUST 31, 2023

 

CAPITAL EFFICIENCY FUND

 

 

 

TOTAL

   

LEVEL 1

   

LEVEL 2

   

LEVEL 3

   

INVESTMENTS
MEASURED
AT NET ASSET
VALUE^

 

Common Stocks

  $ 22,382,380     $ 22,382,380     $     $     $  

Short-Term Investment

    65,956       65,956                    

Total Investments*

  $ 22,448,336     $ 22,448,336     $     $     $  

 

NEXT FUND

 

 

 

TOTAL

   

LEVEL 1

   

LEVEL 2

   

LEVEL 3

   

INVESTMENTS
MEASURED
AT NET ASSET
VALUE^

 

Common Stocks

  $ 29,152,486     $ 29,152,486     $     $     $  

Short-Term Investment

    12,142       12,142                    

Total Investments*

  $ 29,164,628     $ 29,164,628     $     $     $  

 

*

Please refer to the Schedule of Investments for further details.

 

^

Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy. The fair value amounts presented in the table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Statements of Assets and Liabilities.

 

At the end of each quarter, management evaluates the classification of Levels 1, 2 and 3 assets and liabilities. Various factors are considered, such as changes in liquidity from the prior reporting period; whether or not a broker is willing to execute at the quoted price; the depth and consistency of prices from third party pricing services; and the existence of contemporaneous, observable trades in the market. Additionally, management evaluates the classification of Levels 1, 2 and 3 assets and liabilities on a quarterly basis for changes in listings or delistings on national exchanges.

 

Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Funds’ investments may fluctuate from period to period. Additionally, the fair value of investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values the Funds may ultimately realize. Further, such investments may be subject to legal and other restrictions on resale or otherwise less liquid than publicly traded securities.

 

For fair valuations using significant unobservable inputs, U.S. generally accepted accounting principles (“U.S. GAAP”) requires each Fund to present a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchase and sales, and transfers in and out of Level 3 during the period. Transfers in and out between levels are based on values at the end of the period. A reconciliation of Level 3 investments is presented only when a Fund had an amount of Level 3 investments at the end of the reporting period that was meaningful in relation to its net assets. The amounts and reasons for all Level 3 transfers are disclosed if a Fund had an amount of total Level 3 transfers during the reporting period that was meaningful in relation to its net assets as of the end of the reporting period.

 

During the current fiscal period, the Funds had no Level 3 transfers.

 

76

 

 

 

Motley Fool Asset Management ETFs

Notes to Financial Statements (continued)

AUGUST 31, 2023

 

USE OF ESTIMATES — The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and those differences could be significant.

 

INVESTMENT TRANSACTIONS, INVESTMENT INCOME AND EXPENSES — The Funds record security transactions based on trade date for financial reporting purposes. The cost of investments sold is determined by use of the specific identification method for both financial reporting and income tax purposes in determining realized gains and losses on investments. Interest income (including amortization of premiums and accretion of discounts) is accrued when earned. Dividend income is recorded on the ex-dividend date. Distributions received on securities that represent a return of capital or capital gains are recorded as a reduction of cost of investments and/or as a realized gain. Certain expenses are shared with The RBB Fund Trust (the “Trust”), a series trust of affiliated funds. Expenses incurred on behalf of a specific class, fund or fund family of the Company or Trust are charged directly to the class, fund or fund family (in proportion to net assets). Expenses incurred for all funds (such as director or professional fees) are charged to all funds in proportion to their average net assets of RBB and the Trust, or in such other manner as the Board deems fair or equitable. Expenses and fees, including investment advisory fees, are accrued daily and taken into account for the purpose of determining the NAV of each Fund.

 

DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS — Each Fund pays dividends from its net investment income and distributes any net capital gains that it realizes. Dividends and capital gains distributions are generally paid once a year and as required to comply with federal excise tax requirements. Distributions to shareholders are determined in accordance with tax regulations and recorded on the ex dividend date. Additionally, each Fund reports details of distribution-related transactions on quarterly account statements. You may not receive a separate confirmation statement for these transactions.

 

U.S. TAX STATUSNo provision is made for U.S. income taxes as it is the Funds’ intention to continue to qualify for and elect the tax treatment applicable to regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended, and make the requisite distributions to its shareholders which will be sufficient to relieve it from U.S. income and excise taxes.

 

CASH AND CASH EQUIVALENTS — Cash and cash equivalents are valued at cost plus accrued interest, which approximates market value.

 

FOREIGN CURRENCY TRANSLATION — The books and records of the Funds are maintained in U.S. dollars as follows: (1) the values of investment securities and other assets and liabilities stated in foreign currencies are translated at the exchange rates prevailing at the end of the period; and (2) purchases, sales and income are translated at the rates of exchange prevailing on the respective dates of such transactions. Transaction gains or losses resulting from changes in exchange rates during the reporting period or upon settlement from foreign currency transactions are reported in the Statements of Operations for the current period. The Funds do not isolate the portion of gains and losses on investments.

 

OTHER — In the normal course of business, the Funds may enter into contracts that provide general indemnifications. Each Fund’s maximum exposure under these arrangements is dependent on claims that may be made against the Funds in the future, and, therefore, cannot be estimated; however, the Funds expect the risk of material loss from such claims to be remote.

 

2. Investment Policies and Practices

 

The sections below describe some of the different types of investments that may be made by the Funds and the investment practices in which the Funds may engage.

 

TYPES OF FIXED-INCOME SECURITIES — Each Fund may invest in bonds and other types of debt obligations of U.S. and foreign issuers. Fixed income securities purchased by a Fund may include, among others, bonds, notes, and debentures issued by corporations; debt securities issued or guaranteed by the U.S. government or one of its agencies or instrumentalities (“U.S. Government Securities”); municipal securities; mortgage-backed and asset-backed securities; and debt securities issued or guaranteed by foreign governments, their agencies, instrumentalities, or political subdivisions, or by government-owned, -controlled, or -sponsored entities, including central banks. These investments also include money market instruments and other types of obligations. Investors should recognize that, although securities ratings issued by S&P Global Ratings (“S&P”), a division of The McGraw-Hill Companies, Inc., and Moody’s Investors Services©, Inc. (“Moody’s”), provide a generally useful guide as to credit risks, they do not offer any criteria to evaluate interest rate risk. Changes in interest rate levels generally cause fluctuations

 

 

77

 

 

Motley Fool Asset Management ETFs

Notes to Financial Statements (continued)

AUGUST 31, 2023

 

in the prices of fixed-income securities and will, therefore, cause fluctuations in the NAV per share of a Fund. Subsequent to the purchase of a fixed-income security by a Fund, the ratings or credit quality of such security may deteriorate. Any such subsequent adverse changes in the rating or quality of a security held by a Fund would not require a Fund to sell the security.

 

REAL ESTATE INVESTMENT TRUSTS — Real estate investment trusts (“REITs”) are pooled investment vehicles that manage a portfolio of real estate or real estate-related loans to earn profits for their shareholders. REITs are generally classified as equity REITs, mortgage REITs, or a combination of equity and mortgage REITs. Investing in REITs involves certain unique risks in addition to those risks associated with investing in the real estate industry in general. Equity REITs may be affected by changes in the value of the underlying property owned by the REITs, while mortgage REITs may be affected by the quality of the borrower on any credit extended. REITs are dependent upon management skills, may not be diversified geographically or by property type, and are subject to heavy cash-flow dependency, default by borrowers, and self-liquidation. REITs must also meet certain requirements under the Internal Revenue Code of 1986, as amended (the “Code”), to avoid entity level tax and be eligible to pass through certain tax attributes of their income to shareholders. REITs are consequently subject to the risk of failing to meet these requirements for favorable tax treatment and of failing to maintain their exemptions from registration under the 1940 Act. REITs are also subject to the risks of changes in the Code, affecting their tax status.

 

REITs (especially mortgage REITs) are also subject to interest rate risks. When interest rates decline, the value of a REIT’s investment in fixed-rate obligations can be expected to rise. Conversely, when interest rates rise, the value of a REIT’s investment in fixed-rate obligations can be expected to decline. In contrast, as interest rates on adjustable-rate mortgage loans are reset periodically, yields on a REIT’s investments in such loans will gradually align themselves to reflect changes in market interest rates, causing the value of such investments to fluctuate less dramatically in response to interest rate fluctuations than would investments in fixed-rate obligations.

 

The management of a REIT may be subject to conflicts of interest with respect to the operation of the business of the REIT and may be involved in real estate activities competitive with the REIT. REITs may own properties through joint ventures or in other circumstances in which a REIT may not have control over its investments. REITs may use significant amounts of leverage.

 

REITs often do not provide complete tax information until after the end of the calendar year. Consequently, because of the delay, it may be necessary for a Fund, if invested in REITs, to request permission to extend the deadline for issuance of Forms 1099-DIV beyond January 31. Alternatively, amended Forms 1099-DIV may be sent.

 

FOREIGN SECURITIES — The Global Opportunities Fund and the Mid-Cap Growth Fund may invest in equity and fixed-income securities of foreign companies, including companies located in both developed and emerging-market countries. Investment in foreign securities may include the purchase of American Depositary Receipts (“ADRs”) and other depositary receipts (European Depositary Receipts (“EDRs”) and Global Depositary Receipts (“GDRs”)) that represent indirect interests in securities of foreign issuers. A significant portion of a Fund’s exposure to foreign investments may be composed of such investments. Investments in foreign securities are affected by risk factors generally not associated with investments in the securities of U.S. companies in the U.S. With respect to such securities, there may be more limited information publicly available concerning the issuer than would be the case with respect to domestic securities, foreign issuers may use different accounting standards, and foreign trading markets may not be as liquid as are U.S. markets. Foreign securities also involve such risks as currency risks, possible imposition of withholding or confiscatory taxes, possible currency transfer restrictions, expropriation or other adverse political or economic developments, and the difficulty of enforcing obligations in other countries. These risks may be greater in emerging-market countries and in less-developed countries.

 

The purchase of securities denominated in foreign currencies will subject the value of the Funds’ investments in those securities to fluctuations caused by changes in foreign exchange rates. To hedge against the effects of changes in foreign exchange rates, the Funds may enter into forward foreign currency exchange contracts (“forward contracts”). These contracts represent agreements to exchange an amount of currency at an agreed-upon future date and rate. The Funds will generally use forward contracts only to “lock in” the price in U.S. dollars of a foreign security that a Fund plans to purchase or to sell. In certain limited cases, it may use such contracts to hedge against an anticipated substantial decline in the price of a foreign currency against the U.S. dollar that would adversely affect the U.S. dollar value of foreign securities held by the Fund. Forward contracts will not be used in all cases and, in any event, cannot completely protect the Funds against all changes in the values of foreign securities resulting from fluctuations in foreign exchange rates. The Funds will not enter into a forward contract if, as a result, forward contracts would represent more than 20% of a Fund’s total assets. For hedging purposes, the Funds may also use options on foreign currencies, which expose the Funds to certain risks.

 

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Motley Fool Asset Management ETFs

Notes to Financial Statements (continued)

AUGUST 31, 2023

 

Some foreign securities are traded in the U.S. in the form of ADRs. ADRs are receipts typically issued by a U.S. bank or company evidencing ownership of the underlying securities of foreign issuers. EDRs and GDRs are receipts typically issued by foreign banks or trust companies, evidencing ownership of underlying securities issued by either a foreign or U.S. issuer. Generally, depositary receipts in registered form are designed for use in the U.S. and depositary receipts in bearer form are designed for use in securities markets outside the U.S. Depositary receipts may not necessarily be denominated in the same currency as the underlying securities into which they may be converted. Depositary receipts generally involve the same risks as other investments in foreign securities. However, holders of ADRs and other depositary receipts may not have all the legal rights of shareholders and may experience difficulty in receiving shareholder communications.

 

PARTICIPATORY NOTES — A participatory note, as used by a Fund, is an instrument used by investors to obtain exposure to an equity investment, including common stocks and warrants, in a local market where direct ownership is not permitted (or is impractical.) In countries where direct ownership by a foreign investor, such as a Fund, is not allowed by local law, such as Saudi Arabia, an investor may gain exposure to the market through a participatory note, which derives its value from a group of underlying equity securities. A participatory note is intended (disregarding the effect of any fees and expenses) to reflect the performance of the underlying equity securities on a one-to-one basis so that investors will not normally gain more in absolute terms than they would have made had they invested in the underlying securities directly, and will not normally lose more than they would have lost had they invested in the underlying securities directly.

 

In addition to providing access to otherwise closed markets, participatory notes can also provide a less expensive option to direct investment (where ownership by foreign investors is permitted) by reducing registration and transaction costs in acquiring and selling local registered shares. The Funds’ investment manager also believes that participatory notes can offer greater liquidity in markets that restrict the ability of the Funds to dispose of an investment by either restricting transactions by size or requiring registration and/or regulatory approvals.

 

The purchase of participatory notes involves risks that are in addition to the risks normally associated with a direct investment in the underlying securities. The Fund is subject to the risk that the issuer of the participatory note (i.e., the issuing bank or broker-dealer), which is the only responsible party under the note, is unable or refuses to perform under the terms of the participatory note, also known as counterparty risk.

 

While the holder of a participatory note is entitled to receive from the bank or broker-dealer any dividends or other distributions paid on the underlying securities, the holder is not entitled to the same rights as an owner of the underlying securities, such as voting rights.

 

Participatory notes may not be traded on exchanges, are privately issued, and may be illiquid. To the extent a participatory note is determined to be illiquid, it would be subject to the Fund’s limitation on investments in illiquid securities. There can be no assurance that the trading price or value of participatory notes will equal the value of the underlying value of the equity securities they seek to replicate.

 

TEMPORARY INVESTMENTS — During periods of adverse market or economic conditions, a Fund may temporarily invest all or a substantial portion of its assets in high-quality, fixed-income securities, money market instruments, and shares of money market mutual funds, or it may hold cash. At such times, a Fund would not be pursuing its stated investment objective with its usual investment strategies. A Fund may also hold these investments for liquidity purposes. Fixed-income securities will be deemed to be of high quality if they are rated “A” or better by S&P or Moody’s or, if unrated, are determined to be of comparable quality by the Adviser. Money market instruments are high-quality, short-term fixed income obligations (which generally have remaining maturities of one year or less), and may include U.S. Government Securities, commercial paper, certificates of deposit and banker’s acceptances issued by domestic branches of United States banks that are members of the Federal Deposit Insurance Corporation, and repurchase agreements for US. Government Securities. In lieu of purchasing money market instruments, a Fund may purchase shares of money market mutual funds that invest primarily in U.S. Government Securities and repurchase agreements involving those securities, subject to certain limitations imposed by the 1940 Act. A Fund, as an investor in a money market fund, will indirectly bear the fees and expenses of the money market fund. These indirect fees and expenses will be in addition to the fees and expenses of the Funds. Repurchase agreements involve certain risks not associated with direct investments in debt securities.

 

 

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Motley Fool Asset Management ETFs

Notes to Financial Statements (continued)

AUGUST 31, 2023

 

3. INVESTMENT adviser and other services

 

Each Fund pays all of its expenses other than those expressly assumed by the Adviser. Expenses of each Fund are deducted from the Fund’s total income before dividends are paid. Subject to the supervision of the Board, the Adviser manages the overall investment operations of each Fund in accordance with the Fund’s respective investment objective and policies and formulates a continuing investment strategy for each Fund pursuant to the terms of the Investment Advisory Agreements between the Adviser and the Company on behalf of each Fund. The Adviser is a wholly-owned subsidiary of Motley Fool Investment Management, LLC, which is a wholly owned subsidiary of The Motley Fool Holdings Inc. (“TMF Holdings”), a multimedia financial-services holding company that also owns The Motley Fool, which publishes investment information and analysis across a wide range of media, including investment newsletter services, websites, and books. TMF Holdings is controlled by David Gardner and Tom Gardner, along with other private shareholders. Each Fund compensates the Adviser with a unitary management fee for its services at an annual rate based on each Fund’s average daily net assets (the “Advisory Fee”), payable on a monthly basis in arrears, as shown on the following table. From the Advisory Fee, the Adviser pays most of the expenses of each Fund, including the cost of transfer agency, custody, fund administration, legal, audit and other services. However, the Adviser is not responsible for interest expenses, brokerage commissions and other trading expenses, taxes and other extraordinary costs such as litigation and other expenses not incurred in the ordinary course of business.

 

FUND

 

ADVISORY FEE

 

Global Opportunities Fund

    0.85%

Mid-Cap Growth Fund

    0.85%  

Fool 100 Fund

    0.50%

Small-Cap Growth Fund

    0.85%

Capital Efficiency Fund

    0.50%

Next Fund

    0.50%

 

During the current fiscal period, investment advisory fees accrued were as follows:

 

FUND

 

ADVISORY FEES

 

Global Opportunities Fund

  $ 3,520,595  

Mid-Cap Growth Fund

    1,645,190  

Fool 100 Fund

    2,120,500  

Small-Cap Growth Fund

    598,691  

Capital Efficiency Fund

    100,946  

Next Fund

    149,524  

 

U.S. Bancorp Fund Services, LLC (“Fund Services”), doing business as U.S. Bank Global Fund Services, serves as administrator for the Funds. For providing administrative and accounting services, Fund Services is entitled to receive a monthly fee, subject to certain minimum and out of pocket expenses.

 

Fund Services serves as the Funds’ transfer and dividend disbursing agent. For providing transfer agent services, Fund Services is entitled to receive a monthly fee, subject to certain minimum and out of pocket expenses.

 

U.S. Bank, N.A. (the “Custodian”) provides certain custodial services to the Funds. The Custodian is entitled to receive a monthly fee, subject to certain minimum and out of pocket expenses.

 

Foreside Funds Distributors, LLC (“Foreside”) serves as the principal underwriter and distributor of the Global Opportunities Fund’s shares and Mid-Cap Growth Fund’s shares pursuant to a Distribution Agreement with RBB.

 

80

 

 

 

Motley Fool Asset Management ETFs

Notes to Financial Statements (continued)

AUGUST 31, 2023

 

Quasar Distributors, LLC (“Quasar”), a wholly-owned broker-dealer subsidiary of Foreside Financial Group, LLC, serves as the principal underwriter and distributor of the Fool 100 Fund’s shares, Small-Cap Growth Fund’s shares, Capital Efficiency Fund’s shares and Next Fund’s shares pursuant to a Distribution Agreement with RBB.

 

Under the Fund’s unitary fee, the Adviser compensates Fund Services and the Custodian for its services provided.

 

DIRECTOR AND OFFICER COMPENSATION — The Directors of the Company receive an annual retainer and meeting fees for meetings attended. An employee of Vigilant Compliance, LLC serves as Chief Compliance Officer of the Company. Vigilant Compliance, LLC is compensated for the services provided to the Company. Employees of RBB serve as President, Chief Financial Officer, Chief Operating Officer, Secretary and Director of Marketing & Business Development of the Company. They are compensated for services provided. Certain employees of Fund Services serve as officers of the Company. They are not compensated by the Funds or the Company. Until October 1, 2020, an employee of Vigilant Compliance, LLC served as Chief Compliance Officer of the Adviser. Neither the Funds nor the Company compensated this individual or Vigilant Compliance, LLC for the services provided to Motley Fool Asset Management. As of the end of the reporting period, there were no director or officer fees paid by the Funds.

 

REDEMPTION FEE — Prior to January 1, 2018, the Global Opportunities Fund and Mid-Cap Growth Fund imposed a redemption fee of 2.00% on redemptions/exchanges of Fund shares held less than 90 days. The redemption fee was calculated as a percentage of the net asset value of the total redemption proceeds and was retained by the Funds and accounted for as additional paid-in capital. Effective January 1, 2018, the Funds have eliminated their redemption fees. Please see the Funds’ prospectus for more information.

 

TRANSACTIONS WITH AFFILIATES — Advisers to investment companies, including the Motley Fool Asset Management Funds, are permitted under 17a-7 of the 1940 Act to purchase or sell securities directly between affiliated clients. When affecting these “cross” transactions, Rule 17a-7 imposes restrictions on how the trades are processed and reported. The specified conditions within Rule 17a-7 are outlined in procedures established by or under the direction of the Board of Directors. The procedures have been designed to provide assurance that any purchase or sale of securities by the Fund from or to another Fund complies with Rule 17a-7 under the 1940 Act.

 

During the current fiscal period, the Funds did not engage in any security transactions with affiliates.

 

4. PURCHASES AND SALES OF INVESTMENT SECURITIES

 

During the current fiscal period, aggregate purchases and sales and maturities of investment securities (excluding in-kind transactions and short-term investments) of the Funds were as follows:

 

FUND

 

PURCHASES

   

SALES

 

Global Opportunities Fund

  $ 18,153,423     $ 24,346,178  

Mid-Cap Growth Fund

    43,476,707       33,923,787  

Fool 100 Fund

    25,756,474       25,128,834  

Small-Cap Growth Fund

    40,101,744       42,175,352  

Capital Efficiency Fund

    5,143,192       5,251,207  

Next Fund

    7,998,271       8,134,439  

 

There were no purchases or sales of long-term U.S. Government Securities during the current fiscal period.

 

 

81

 

 

Motley Fool Asset Management ETFs

Notes to Financial Statements (continued)

AUGUST 31, 2023

 

During the current fiscal period, aggregate purchases and sales and maturities of in-kind transactions of the Funds were as follows:

 

FUND

 

PURCHASES

   

SALES

 

Global Opportunities Fund

  $ 1,895,435     $ 44,451,953  

Mid-Cap Growth Fund

          28,030,579  

Fool 100 Fund

    75,388,326       32,435,763  

Small-Cap Growth Fund

    618,849       14,136,330  

Capital Efficiency Fund

    462,085       3,075,213  

Next Fund

          4,676,240  

 

5. Federal Income tax information

 

The Funds have followed the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Funds to determine whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Funds have determined that there was no effect on the financial statements from following this authoritative guidance. In the normal course of business, the Funds are subject to examination by federal, state and local jurisdictions, where applicable, for tax years for which applicable statutes of limitations have not expired.

 

As of August 31, 2023, the federal tax cost, aggregate gross unrealized appreciation and depreciation of securities held by the Funds were as follows:

 

FUND

 

FEDERAL
TAX COST

   

UNREALIZED
APPRECIATION

   

UNREALIZED
(DEPRECIATION)

   

NET UNREALIZED
APPRECIATION/
(DEPRECIATION)

 

Global Opportunities Fund

  $ 279,823,206     $ 206,932,202     $ (18,950,252 )   $ 187,981,950  

Mid-Cap Growth Fund

    135,989,188       85,588,355       (1,986,836 )     83,601,518  

Fool 100 Fund

    395,327,867       191,011,765       (21,530,729 )     169,481,036  

Small-Cap Growth Fund

    112,120,856       10,100,483       (16,866,726 )     (6,766,243 )

Capital Efficiency Fund

    19,675,861       3,538,922       (766,447 )     2,772,475  

Next Fund

    32,632,634       2,455,806       (5,923,812 )     (3,468,006 )

 

Distributions to shareholders, if any, from net investment income and realized gains are determined in accordance with federal income tax regulations, which may differ from net investment income and realized gains recognized for financial reporting purposes. Accordingly, the character of distributions and composition of net assets for tax purposes may differ from those reflected in the accompanying financial statements. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on the tax treatment; temporary differences do not require such reclassification.

 

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Motley Fool Asset Management ETFs

Notes to Financial Statements (continued)

AUGUST 31, 2023

 

The following permanent differences as of August 31, 2023, primarily attributable to foreign currency transactions and in-kind redemptions gains, were reclassified among the following accounts:

 

FUND

 

DISTRIBUTABLE
EARNINGS/(LOSS)

   

PAID-IN
CAPITAL

 

Global Opportunities Fund

  $ (19,636,237 )   $ 19,636,237  

Mid-Cap Growth Fund

    (14,039,117 )     14,039,117  

Fool 100 Fund

    (13,150,419 )     13,150,419  

Small-Cap Growth Fund

    (734,694 )     734,694  

Capital Efficiency Fund

    (384,723 )     384,723  

Next Fund

    (161,997 )     161,997  

 

As of August 31, 2023, the components of distributable earnings on a tax basis were as follows:

 

FUND

 

UNDISTRIBUTED
ORDINARY
INCOME

   

UNDISTRIBUTED
LONG-TERM
CAPITAL GAINS

   

CAPITAL Loss
Carryover

   

Post October
Losses and
Qualified Late-
Year losses

   

UNREALIZED
APPRECIATION/
(DEPRECIATION)

   

Total

 

Global Opportunities Fund

  $ 686,089     $     $     $     $ 187,981,950     $ 188,668,039  

Mid-Cap Growth Fund

    486,537       2,606,889                   83,601,518       86,694,944  

Fool 100 Fund

    829,826             (9,215,351 )           169,481,036       161,095,511  

Small-Cap Growth Fund

                      (5,649,321 )     (6,766,243 )     (12,415,564 )

Capital Efficiency Fund

    73,939             (991,319 )           2,772,475       1,855,095  

Next Fund

    30,724             (1,759,944 )           (3,468,006 )     (5,197,226 )

 

The differences between the book and tax basis components of distributable earnings relate primarily to the timing of recognition of income and gains for federal income tax purposes.

 

 

83

 

 

Motley Fool Asset Management ETFs

Notes to Financial Statements (continued)

AUGUST 31, 2023

 

The tax character of dividends and distributions paid during the fiscal years ended August 31, 2023 and August 31, 2022 was as follows:

 

FUND

 

Tax
year

   

ORDINARY
INCOME

   

LONG-TERM
CAPITAL GAIN

   

TOTAL

 

Global Opportunities Fund

    2023     $ 1,203,987     $ 1,501,269     $ 2,705,256  
      2022       13,281,199       34,767,880       48,049,079  

Mid-Cap Growth Fund

    2023                    
      2022             20,813,933       20,813,933  

Fool 100 Fund

    2023       1,701,998             1,701,998  
      2022       309,330       1,016,460       1,325,790  

Small-Cap Growth Fund

    2023             227,522       227,522  
      2022             3,829,540       3,829,540  

Capital Efficiency Fund

    2023       76,457             76,457  
      2022                    

Next Fund

    2023       64,299             64,299  
      2022                    

 

Dividends from net investment income and short-term capital gains are treated as ordinary income dividends for federal income tax purposes.

 

Pursuant to federal income tax rules applicable to regulated investment companies, the Funds may elect to treat certain capital losses between November 1 and August 31 and late year ordinary losses ((i) ordinary losses between January 1 and August 31, and (ii) specified ordinary and currency losses between November 1 and August 31) as occurring on the first day of the following tax year. For the fiscal year ended August 31, 2023 any amount of losses elected within the tax return will not be recognized for federal income tax purposes until September 1, 2023 The Small-Cap Growth Fund deferred $5,649,321 post October loss which will be treated as arising on the first business day of the following fiscal year.

 

Under the Regulated Investment Company Modernization Act of 2010, the Funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. Additionally, capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under the previous law. As of August 31, 2023, the Fool 100 Fund had $7,834,523 of short-term capital loss carryforwards and $1,380,828 of long-term capital loss carryforwards, the Capital Efficiency Fund had $882,875 of short-term capital loss carryforwards and $108,444 of long-term capital loss carryforwards, and the Next Fund had $1,438,883 of short-term capital loss carryforwards and $322,061 of long-term capital loss carryforwards..

 

6. SHARE TRANSACTIONS

 

Shares of the Global Opportunities Fund, Mid-Cap Growth Fund, Fool 100 Fund and Small-Cap Growth Fund are listed and trade on the Cboe BZX Exchange, Inc. Shares of the Capital Efficiency Fund and Next Fund are listed and trade on the NYSE, Arca, Inc. Market prices for the shares may be different from their NAV. Each Fund issues and redeems shares on a continuous basis at NAV only in blocks of 25,000 shares, called “Creation Units.” Creation Units are issued and redeemed principally in-kind for securities included in a specified universe. Once created, shares generally trade in the secondary market at market prices that change throughout the day. Except when aggregated in Creation Units, shares are not redeemable securities of each Fund. Creation Units may only be purchased or redeemed by certain financial institutions (“Authorized Participants”). An Authorized Participant is either (i) a broker-dealer or other participant in the clearing process through the Continuous Net Settlement System of the National Securities Clearing Corporation or (ii) a Depository Trust Company participant and, in each case, must have executed a Participant Agreement with the Distributor. Most retail investors do not qualify as Authorized Participants nor have the resources

 

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Motley Fool Asset Management ETFs

Notes to Financial Statements (continued)

AUGUST 31, 2023

 

to buy and sell whole Creation Units. Therefore, they are unable to purchase or redeem shares directly from each Fund. Rather, most retail investors may purchase shares in the secondary market with the assistance of a broker and are subject to customary brokerage commissions or fees.

 

Each Fund currently offers one class of shares, which has no front-end sales load, no deferred sales charge, and no redemption fee. A fixed transaction fee is imposed for the transfer and other transaction costs associated with the purchase or sale of Creation Units. The standard fixed transaction fee for each Fund is $250, payable to the custodian. In addition, a variable fee may be charged on all cash transactions or substitutes for Creation Units of up to a maximum of 2% as a percentage of the value of the Creation Units subject to the transaction. Variable fees are imposed to compensate each Fund for the transaction costs associated with the cash transactions. Variable fees received by each Fund, if any, are displayed in the capital shares transactions section of the Statements of Changes in Net Assets. Each Fund may issue an unlimited number of shares of beneficial interest, with $0.001 par value per share. Shares of each Fund have equal rights and privileges.

 

7. SECURITIES LENDING

 

The Funds may make secured loans of their portfolio securities to brokers, dealers and other financial institutions to earn additional income and receive cash collateral equal to at least 100% of the current market value of the loaned securities, as marked to market each day that the NAV of the Funds is determined. When the collateral falls below specified amounts, the Funds’ lending agent will use its best effort to obtain additional collateral on the next business day to meet required amounts under the security lending agreement. The Funds will pay administrative and custodial fees in connection with the loan of securities. Collateral is invested in short-term investments and the Funds will bear the risk of loss of the invested collateral. Investments purchased with proceeds from securities lending are overnight and continuous. Securities lending will expose the Funds to the risk of loss should a borrower default on its obligation to return the borrowed securities. The market value of the securities on loan and cash collateral as of the end of the reporting period and the income generated from the program during the current fiscal period with respect to such secured loans were as follows:

 

FUND

 

MARKET VALUE
OF SECURITIES
LOANED

   

MARKET VALUE
OF COLLATERAL

   

INCOME
RECEIVED FROM
SECURITIES
LENDING

 

Global Opportunities Fund

  $ 39,407,010     $ 39,874,840     $ 76,094  

Mid-Cap Growth Fund

    24,600,703       25,256,724       56,759  

Fool 100 Fund

    15,126,010       15,466,606       64,188  

Small-Cap Growth Fund

    30,076,672       30,954,920       37,987  

 

 

 

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Motley Fool Asset Management ETFs

Notes to Financial Statements (continued)

AUGUST 31, 2023

 

Securities lending transactions are entered into by the Funds’ securities lending agent on behalf of the Funds under a Master Securities Lending Agreement (“MSLA”) which permits the Funds’ securities lending agent on behalf of the Funds under certain circumstances including an event of default (such as bankruptcy or insolvency), to offset amounts payable on behalf of the Funds to the same counterparty against amounts to be received and create one single net payment due to or from the Funds. The following table is a summary of the Funds’ open securities lending transactions which are subject to a MSLA as of the end of the reporting period:

 

                           

GROSS AMOUNTS NOT OFFSET IN THE
STATEMENTS OF ASSETS AND LIABILITIES

 

FUND

 

GROSS
AMOUNTS OF
RECOGNIZED
ASSETS

   

GROSS
AMOUNTS
OFFSET IN THE
STATEMENTS
OF ASSETS
AND
LIABILITIES

   

NET AMOUNTS
OF ASSETS
PRESENTED
IN THE
STATEMENTS
OF ASSETS
AND
LIABILITIES

   

FINANCIAL
INSTRUMENTS
1

   

CASH
COLLATERAL
RECEIVED

   

NET
AMOUNT
2

 

Global Opportunities Fund

  $ 39,407,010     $     $ 39,407,010     $ (39,407,010 )   $     $  

Mid-Cap Growth Fund

    24,600,703             24,600,703       (24,600,703 )            

Fool 100 Fund

    15,126,010             15,126,010       (15,126,010 )            

Small-Cap Growth Fund

    30,076,672             30,076,672       (30,076,672 )            

 

1

Amount disclosed is limited to the amount of assets presented in the Statements of Assets and Liabilities. Actual collateral received may be more than the amount shown.

 

2

Net amount represents the net amount receivable from the counterparty in the event of default.

 

8. NEW ACCOUNTING PRONOUNCEMENTS AND REGULATORY UPDATES

 

In June 2022, the FASB issued Accounting Standards Update 2022-03, which amends Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (“ASU 2022-03”). ASU 2022-03 clarifies guidance for fair value measurement of an equity security subject to a contractual sale restriction and establishes new disclosure requirements for such equity securities. ASU 2022-03 is effective for fiscal years beginning after December 15, 2023 and for interim periods within those fiscal years, with early adoption permitted. Management is currently evaluating the impact of these amendments on the financial statements.

 

In October 2022, the SEC adopted rule and form amendments relating to tailored shareholder reports for mutual funds and exchange-traded funds and fee information in investment company advertisements. The rule and form amendments will, among other things, require the Funds to transmit concise and visually engaging shareholder reports that highlight key information. The amendments will require that funds tag information in a structured data format and that certain more in-depth information be made available online and available for delivery free of charge to investors on request. The amendments became effective January 24, 2023. There is an 18-month transition period after the effective date of the amendments until the Funds are required to comply.

 

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Motley Fool Asset Management ETFs

Notes to Financial Statements (Concluded)

AUGUST 31, 2023

 

In December 2022, the FASB issued an Accounting Standards Update, ASU 2022-06, Reference Rate Reform (Topic 848) – Deferral of the Sunset Date of Topic 848 (“ASU 2022-06”). ASU 2022-06 is an amendment to ASU 2020-04, which provided optional guidance to ease the potential accounting burden due to the discontinuation of the London Inter-Bank Offered Rate (LIBOR)and other interbank-offered based reference rates and which was effective as of March 12, 2020 through December 31, 2022. ASU 2022-06 extends the effective period through December 31, 2024. Management is currently evaluating the impact, if any, of applying ASU 2022-06.

 

9. Subsequent Events

 

In preparing these financial statements, management of the Funds has evaluated events and transactions for potential recognition or disclosure through the date the financial statements were available to be issued, and has determined that there were the following subsequent event: The U.S.-designated terrorist group Hamas attacked Israel on October 7, 2023, resulting in an ensuing war in the region. Current hostilities and the potential for future hostilities may diminish the value, or cause significant volatility in the share price, of companies based in or having significant operations in Israel. The Israeli securities market may be closed for extended periods of time or trading on the Israeli securities market may be suspended altogether. How long the armed conflict and related events will last cannot be predicted.

 

 

87

 

 

Motley Fool Asset Management ETFs

Report of Independent Registered
Public Accounting Firm

 

To the Board of Directors of
The RBB Fund, Inc.
and the Shareholders of the Motley Fool ETFs

 

Opinion on the Financial Statements

 

We have audited the accompanying statements of assets and liabilities of the Motley Fool Global Opportunities ETF (formerly MFAM Global Opportunities Fund), Motley Fool Mid-Cap Growth ETF (formerly MFAM Mid-Cap Growth Fund), Motley Fool 100 Index ETF, Motley Fool Small-Cap Growth ETF (formerly MFAM Small-Cap Growth ETF), Motley Fool Capital Efficiency 100 Index ETF, and Motley Fool Next Index ETF (the “Funds”), each a series of The RBB Fund, Inc., including the schedules of investments, as of August 31, 2023, the related statements of operations, the statements of changes in net assets and the financial highlights for each of the periods indicated in the table below, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Funds as of August 31, 2023, the results of their operations, the changes in their net assets, and their financial highlights for the periods indicated in the table below, in conformity with accounting principles generally accepted in the United States of America.

 

Individual Funds
constituting
Motley Fool
ETFs

Statement of
operations

Statements of
changes in net assets

Financial highlights

Motley Fool Global Opportunities ETF, Motley Fool Mid-Cap Growth ETF, and Motley Fool 100 Index ETF

For the year ended August 31, 2023

For each of the two years in the period ended August 31, 2023

For each of the five years in the period ended August 31, 2023

Motley Fool Small-Cap Growth ETF

For the year ended August 31, 2023

For each of the two years in the period ended August 31, 2023

For each of the four years in the period ended August 31, 2023 and for the period October 29, 2018 (commencement of operations) through August 31, 2019

Motley Fool Capital Efficiency 100 Index ETF and Motley Fool Next Index ETF

For the year ended August 31, 2023

For the year ended August 31, 2023 and for the period December 30, 2021 (commencement of operations) through August 31, 2022

For the year ended August 31, 2023 and for the period December 30, 2021 (commencement of operations) through August 31, 2022

 

Basis for Opinion

 

These financial statements are the responsibility of the Funds’ management. Our responsibility is to express an opinion on the Funds’ financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Funds in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We have served as the auditor of one or more of the funds in the Trust since 2011.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Funds are not required to have, nor were we engaged to perform, an audit of the Funds’ internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Funds’ internal control over financial reporting. Accordingly, we express no such opinion.

 

88

 

 

 

Motley Fool Asset Management ETFs

Report of Independent Registered
Public Accounting Firm (CONCLUDED)

 

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 August 31, 2023 by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

 

 

 

TAIT, WELLER & BAKER LLP

 

Philadelphia, Pennsylvania
October 30, 2023

 

 

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Motley Fool Asset Management ETFs

Shareholder Tax Information

(Unaudited)

 

Certain tax information regarding the Funds is required to be provided to shareholders based upon the Funds’ income and distributions for the taxable period ended August 31, 2023. The information and distributions reported herein may differ from information and distributions taxable to the shareholders for the calendar year ending December 31, 2023. During the fiscal year ended August 31, 2023, the following dividends and distributions were paid by the Funds:

 

FUND

 

ORDINARY
INCOME

   

LONG-TERM
capital gain

 

Global Opportunities Fund

  $ 1,203,987     $ 1,501,269  

Mid-Cap Growth Fund

           

Fool 100 Fund

    1,701,998        

Small-Cap Growth Fund

          227,522  

Capital Efficiency Fund

    76,457        

Next Fund

    64,299        

 

Dividends from net investment income and short-term capital gains are treated as ordinary income dividends for federal income tax purposes.

 

Under the Jobs and Growth Tax relief Reconciliation Act of 2003 the following percentages of ordinary dividends paid during the fiscal year ended August 31, 2023 are designated as “qualified dividend income,” as defined in the Act, and are subject to reduced tax rates:

 

Global Opportunities Fund

100.00%

Mid-Cap Growth Fund

0.00%

Fool 100 Fund

100.00%

Small-Cap Growth Fund

0.00%

Capital Efficiency Fund

100.00%

Next Fund

100.00%

 

The percentage of total ordinary income dividends paid qualifying for the corporate dividends received deduction for the Funds are as follows:

 

Global Opportunities Fund

97.12%

Mid-Cap Growth Fund

0.00%

Fool 100 Fund

100.00%

Small-Cap Growth Fund

0.00%

Capital Efficiency Fund

100.00%

Next Fund

100.00%

 

Because the Funds’ fiscal year is not the calendar year, another notification will be sent with respect to calendar year 2023. The second notification, which will reflect the amount, if any, to be used by calendar year taxpayers on their U.S. federal income tax returns, will be made in conjunction with Form 1099-DIV and will be mailed in January 2024.

 

Foreign shareholders will generally be subject to U.S. withholding tax on the amount of their ordinary income dividends. They will generally not be entitled to a foreign tax credit or deduction for the withholding taxes paid by the Funds, if any.

 

In general, dividends received by tax-exempt recipients (e.g., IRAs and Keoghs) need not be reported as taxable income for U.S. federal income tax purposes. However, some retirement trusts (e.g., corporate, Keogh and 403(b)(7) plans) may need this information for their annual information reporting.

 

Shareholders are advised to consult their own tax advisers with respect to the tax consequences of their investment in the Funds.

 

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Motley Fool Asset Management ETFs

Notice to Shareholders

(Unaudited)

 

Information on Proxy Voting

 

Policies and procedures that the Funds use to determine how to vote proxies relating to portfolio securities as well as information regarding how the Funds voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 are available (i) without charge, upon request, by calling (888) 863-8803; and (ii) on the SEC’s website at http://www.sec.gov.

 

Quarterly Schedule of Investments

 

The Company files a complete schedule of portfolio holdings with the SEC for the first and third fiscal quarters of each fiscal year (quarters ended November 30 and May 31) as an exhibit to its report on Form N-PORT. The Company’s Form N-PORT filings are available on the SEC’s website at http://www.sec.gov.

 

APPROVAL OF INVESTMENT ADVISORY AGREEMENT

 

As required by the 1940 Act, the Board of the Company, including all of the Directors who are not “interested persons” of the Company, as that term is defined in the 1940 Act (the “Independent Directors”), considered the renewal of the investment advisory agreements between Motley Fool Asset Management, LLC (“MFAM”) and the Company (the “Investment Advisory Agreement”) on behalf of the Motley Fool Mid-Cap Growth ETF, the Motley Fool Global Opportunities ETF, the Motley Fool Small-Cap Growth ETF, Motley Fool 100 Index ETF, Motley Fool Capital Efficiency 100 Index ETF and Motley Fool Next Index ETF (for this section only, each a “Fund” and collectively the “Funds”), at a meeting of the Board held on May 16-17, 2023 (the “Meeting”). At the Meeting, the Board, including all of the Independent Directors, approved the Investment Advisory Agreement for an additional one-year term. The Board’s decision to approve the Investment Advisory Agreement reflects the exercise of its business judgment to continue the existing arrangements. In approving the Investment Advisory Agreement, the Board considered information provided by MFAM with the assistance and advice of counsel to the Independent Directors and the Company.

 

In considering the renewal and approval of the Investment Advisory Agreement between the Company and MFAM with respect to the Funds, the Directors took into account all the materials provided prior to and during the Meeting and at other meetings throughout the past year, the presentations made during the Meeting, and the discussions held during the Meeting. The Directors reviewed these materials with management of MFAM and discussed the Investment Advisory Agreement with counsel in executive sessions, at which no representatives of MFAM were present. Among other things, the Directors considered (i) the nature, extent, and quality of MFAM’s services provided to the Funds; (ii) descriptions of the experience and qualifications of MFAM’s personnel providing those services; (iii) MFAM’s investment philosophies and processes; (iv) MFAM’s assets under management and client descriptions; (v) MFAM’s soft dollar commission and trade allocation policies, including information on the types of research and services obtained in connection with soft dollar commissions; (vi) MFAM’s advisory fee arrangement with the Company and other similarly managed clients; (vii) MFAM’s compliance policies and procedures; (viii) MFAM’s financial information, insurance coverage and profitability analysis related to providing advisory services to the Funds; (ix) the extent to which economies of scale are relevant to the Funds; (x) a report prepared by FUSE comparing each Fund’s management fees and total expense ratios to a group of mutual funds deemed comparable to each Fund based primarily on investment strategy similarity (“Peer Group”) and comparing the performance of each Fund to the performance of its Peer Group; and (xi) a report comparing the performance of the Funds to the performance of their respective benchmark.

 

As part of their review, the Directors considered the nature, extent and quality of the services provided by MFAM. The Directors concluded that MFAM had substantial resources to provide services to the Funds and that MFAM’s services had been acceptable.

 

The Directors also considered the investment performance of the Funds and MFAM. The Directors considered the Funds’ investment performance in light of their respective investment objectives and investment strategies. The Directors concluded that the investment performance of each of the Funds as compared to their respective benchmarks and Peer Groups was acceptable.

 

The Directors then noted the performance of the Motley Fool 100 Index ETF, Motley Fool Capital Efficiency 100 Index ETF, and Motley Fool Next Index ETF. The Directors considered that because each of the aforementioned Funds was designed to track the performance of its respective index, the relevant consideration was the extent to which such Fund tracked its index before fees and expenses. The Board also noted that the performance of the index did not take into account the expenses incurred when purchasing or selling securities, which expenses would lower the performance of a fund seeking to replicate some or all of the holdings of the index. The Board noted that for the three-month, one-year, three-year, and since-inception periods ended March 31, 2023, as applicable, each of the aforementioned Fund’s performance was in line with its index before fees and expenses.

 

 

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Motley Fool Asset Management ETFs

Notice to Shareholders (CONTINUED)

(Unaudited)

 

The Directors noted that the Motley Fool 100 Index ETF outperformed the median of its Peer Group for the three-year and since-inception periods ended December 31, 2022, and underperformed the median of its Peer Group for the three-month and one-year periods ended December 31, 2022.

 

The Directors noted that the Motley Fool Capital Efficiency 100 Index ETF outperformed the median of its Peer Group for the three-month, one-year, and since-inception periods ended December 31, 2022.

 

The Directors noted that the Motley Fool Next Index ETF underperformed the median of its Peer Group for the three-month, one-year, and since-inception periods ended December 31, 2022.

 

The Directors noted that the Motley Fool Global Opportunities ETF outperformed its primary benchmark, the FTSE Global All Cap Net Tax Index, for the three-month and since inception periods ended March 31, 2023, and underperformed its benchmark for the one-year, three-year and five-year periods ended March 31, 2023. The Directors noted that the Motley Fool Global Opportunities ETF equaled the performance of the median of its Peer Group for the one-year and five-year periods ended December 31, 2022, and underperformed the median of its Peer Group for the three-month and three-year periods ended December 31, 2022.

 

The Directors noted that the Motley Fool Mid-Cap Growth ETF underperformed its primary benchmark, the Russell Midcap Growth Index, for the three-month, one-year, three-year, five-year and since inception periods ended March 31, 2023. The Directors noted that the Motley Fool Mid-Cap Growth ETF equaled the performance of the median of its Peer Group for the one-year, three-year and five-year periods ended December 31, 2022, and underperformed the median of its Peer Group for the three-month period ended December 31, 2022.

 

The Directors noted that the Motley Fool Small-Cap Growth ETF outperformed its primary benchmark, the Russell 2000 Growth Index, for the three-month and since-inception periods ended March 31, 2023, and underperformed its benchmark for the one-year and three-year periods ended March 31, 2023. The Directors noted that the Motley Fool Small-Cap Growth ETF outperformed the median of its Peer Group for the three-month and since-inception periods ended December 31, 2022, and underperformed the median of its Peer Group for the one-year and three-year periods ended December 31, 2022.

 

The Board also considered the advisory fee rates payable by the Funds under the Investment Advisory Agreement. In this regard, information on the fees paid by the Funds and the Funds’ total operating expense ratios were compared to similar information for ETFs advised by other, unaffiliated investment advisory firms.

 

The Directors noted that the net advisory fee of the Motley Fool Mid-Cap Growth ETF ranked above the median and in the 5th quintile of its Peer Group, and the Fund’s total net expenses were above the median and in the 4th quintile of its Peer Group.

 

The Directors noted that the net advisory fee of the Motley Fool Global Opportunities ETF ranked above the median and in the 4th quintile of its Peer Group, and the Fund’s total net expenses were below the median and in the 2nd quintile of its Peer Group.

 

The Directors noted that the net advisory fee of the Motley Fool Small-Cap Growth ETF ranked above the median and in the 4th quintile of its Peer Group, and the Fund’s total net expenses were below the median and in the 1st quintile of its Peer Group.

 

The Directors noted that the net advisory fee of the Motley Fool 100 Index ETF equaled the median and in the 3rd quintile of its Peer Group, and the Fund’s total net expenses were below the median and in the 3rd quintile of its Peer Group.

 

The Directors noted that the net advisory fee of the Motley Fool Capital Efficiency 100 Index ETF ranked above the median and in the 4th quintile of its Peer Group, and the Fund’s total net expenses equaled the median and ranked in the 3rd quintile of its Peer Group.

 

The Directors noted that both the net advisory fee and total net expenses of the Motley Fool Next Index ETF ranked above the median and in the 4th quintile of its Peer Group.

 

The Board also took into consideration that the advisory fee for each Fund was a “unitary fee,” meaning those Funds paid no expenses other than the advisory fee and certain other costs such as interest, brokerage and extraordinary expenses. The Board noted that MFAM continued to be responsible for compensating the Funds’ other service providers and paying other expenses of the Funds out of its own fees and resources.

 

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Motley Fool Asset Management ETFs

Notice to Shareholders (Concluded)

(Unaudited)

 

After reviewing the information regarding the Funds’ costs, profitability and economies of scale, and after considering MFAM’s services, the Directors concluded that the investment advisory fees to be paid by the Funds were fair and reasonable and that the Investment Advisory Agreement should be approved and continued for an additional one year period ending August 16, 2024.

 

LIQUIDITY RISK MANAGEMENT PROGRAM

 

The Company has adopted and implemented a Liquidity Risk Management Program (the “Company Program”) as required by rule 22e-4 under the 1940 Act. In accordance with the Company Program, the Adviser has adopted and implemented a liquidity risk management program (the “Adviser Program” and together with the Company Program, the “Programs”) on behalf of the Funds. The Programs seek to assess, manage and review each Fund’s Liquidity Risk. “Liquidity Risk” is defined as the risk that a Fund could not meet requests to redeem shares issued by the Fund without significant dilution of remaining investors’ interest in the Fund.

 

The Board has appointed Vigilant Compliance, LLC (“Vigilant”) as the program administrator for the Company Program and the Liquidity Risk Management Committee of the Adviser as the program administrator for the Adviser Program. The process of monitoring and determining the liquidity of each Fund’s investments is supported by one or more third-party vendors.

 

At meetings held during the current fiscal period, the Board and its Regulatory Oversight Committee received and reviewed a written report (the “Report”) of Vigilant and the Adviser concerning the operation of the Programs for the period from January 1, 2022 to December 31, 2022 (the “Period”). The Report summarized the operation of the Programs and the information and factors considered by Vigilant and the Adviser in reviewing the adequacy and effectiveness of the implementation of the Programs with respect to each Fund. Such information and factors included, among other things: (i) the methodology used to classify the liquidity of each Fund’s portfolio investments and the Adviser’s assessment that each Fund’s strategy remained appropriate for an open-end mutual fund; (ii) analyses of each Fund’s trading environment and reasonably anticipated trading size; (iii) that each Fund held primarily highly liquid assets (investments that the Fund anticipates can be converted to cash within 3 business days or less in current market conditions without significantly changing their market value); (iv) that each Fund either held a percentage of highly liquid assets above its highly liquid investment minimum at all times during the Period or did not require the establishment of a highly liquid investment minimum; (v) confirmation that none of the Funds had breached the 15% maximum illiquid security threshold (investments that cannot be sold or disposed of in seven days or less in current market conditions without the sale of the investment significantly changing the market value of the investment) during the Period and the procedures for monitoring compliance with the limit; (vi) that the processes, technologies and third-party vendors used to assess, manage, and/or periodically review each Fund’s Liquidity Risk functioned appropriately during the Period; and (vii) that the Programs operated adequately during the Period. The Report also indicated that there were no material changes made to the Programs during the Period.

 

Based on the review, the Report concluded that the Programs were being implemented effectively and reasonably designed to assess and manage Liquidity Risk in each Fund’s portfolio.

 

There can be no assurance that the Company Program or the Adviser Program will achieve its objectives under all circumstances in the future. Please refer to the Funds’ prospectuses for more information regarding the Fund’s exposure to liquidity risk and other risks to which it may be subject.

 

Frequency Distributions of Premiums and Discounts

 

Information regarding how often shares of the Funds trade on an exchange at a price above (i.e., at a premium) or below (i.e., at a discount) the NAV of the Funds is available, without charge, on the Funds’ website at www.fooletfs.com.

 

 

93

 

 

Motley Fool Asset Management ETFs

Privacy Notice

(Unaudited)

 

What Does Motley Fool Asset Management Funds Do With Your Personal Information?

 

Why?: Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information.

 

Please read this notice carefully to understand what we do.

 

What?: The type of personal information we collect and share depend on the product or service you have with us. This information can include:

 

Social Security number and transaction history

 

Account balances and checking account information

 

Account transactions and wire transfer instructions

 

When you are no longer a customer, we continue to share your information as described in this notice.

 

How?: All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons Motley Fool Asset Management chooses to share; and whether you can limit this sharing.

 

Reasons we share your personal information

Does Motley Fool Asset Management share?

Can you limit this sharing?

For our everyday business purposes
such as to process your transaction, maintain your account(s), provide you with necessary information, respond to court orders and legal investigation, or report to credit bureaus

Yes

No

For our marketing purposes —
to offer our products and services to you

Yes

Yes

For joint marketing with other financial companies

No

We don’t share

For our affiliates’ everyday business purposes
information about your transactions and experiences

Yes

No

For our affiliates’ everyday business purposes — information about your creditworthiness

No

We don’t share

For our affiliates to market to you

Yes

Yes

For nonaffiliates to market to you

No

We don’t share

 

Visit us online: www.fooletfs.com

 

Please note:

 

 

If you are a new customer, we can begin sharing your information 30 days from the days from the date we sent this notice. When you are no longer our customer, we continue to share your information as described in this notice.

 

94

 

 

 

Motley Fool Asset Management ETFs

PRIVACY NOTICE (Continued)

(Unaudited)

 

However, you can contact us at any time to limit our sharing.

 

Questions: Call 1-888-863-8803 or go to www.fooletfs.com

 

What we do:

 

How does Motley Fool Asset Management protect my personal information?

 

We collect your personal information, for example, when you:

 

Open an account or provide account information

 

Make deposits or withdrawals from your account

 

Make a wire transfer or tell us where to send the money

 

We also collect your personal information from other companies.

 

Why can’t I limit all sharing?

 

Federal law gives you the right to limit only:

 

Sharing for affiliates everyday business purposes – information about your creditworthiness

 

Make deposits or withdrawals from your account

 

Sharing for nonaffiliates to market to you

 

State laws and individual companies may give you additional rights to limit sharing.

 

What happens when I limit sharing for an account I hold jointly with someone else?

 

Your choices will apply to everyone on your account.

 

EUROPEAN UNION’S GENERAL DATA PROTECTION REGULATION

 

In addition to the above information, where applicable, you have the following rights under the European Union’s General Data Protection Regulation (“GDPR”) and U.S. Privacy Laws, as applicable and to the extent permitted by law, to

 

Check whether we hold personal information about you and to access such data (in accordance with our policy)

 

Request the correction of personal information about you that is inaccurate

 

Have a copy of the personal information we hold about you provided to you or another “controller” where technically feasible

 

Request the erasure of your personal information

 

Request the restriction of processing concerning you

 

The legal grounds for processing of your personal information is for contractual necessity and compliance with law.

 

If you wish to exercise any of your rights above, please call: 1-888-863-8803.

 

You are required to ensure the personal information we hold about you is up-to-date and accurate and you must notify us of any changes to the personal data you provided to us.

 

The Motley Fool Asset Management Funds shall retain your personal data for as long as you are an investor in the Funds and thereafter as long as necessary to comply with applicable laws that require the Funds to retain your personal data, such as the Securities and Exchange Commission’s data retention rules. Your personal data will be transferred to the United States so that the Funds may provide the agreed upon services for you. No adequacy decision has been rendered by the European Commission as to the data protection of your personal data when transferring it to the United States. However, the Funds do take the security of your personal data seriously.

 

Definitions:

 

Affiliates - Companies related by common ownership or control. They can be financial and nonfinancial companies.

Our affiliates include companies with a Motley Fool name; financial companies such as Motley Fool Asset Management, LLC; and nonfinancial companies such as The Motley Fool, LLC and The Motley Fool Holdings, Inc.

 

 

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Motley Fool Asset Management ETFs

PRIVACY NOTICE (CONCLUDED)

(Unaudited)

 

Nonaffiliates - Companies not related by common ownership or control. They can be financial and nonfinancial companies.

Motley Fool Asset Management does not share with nonaffiliates so they can market to you.

 

Joint marketing - A formal agreement between nonaffiliated financial companies that together market financial products or services to you.

Motley Fool Asset Management doesn’t jointly market.

 

Controller - “Controller” means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the processing of personal data; where the purposes and means of such processing are determined by European Union or European Member State law, the controller or the specific criteria for its nomination may be provided for by European Union or European Member State law.

 

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Motley Fool Asset Management ETFs

Directors and Officers

(Unaudited)

 

Directors and Executive Officers

 

The business and affairs of the Company are managed under the direction of the Company’s Board of Directors. The Company is organized under and managed pursuant to Maryland law. The Directors and executive officers of the Company, their ages, business addresses and principal occupations during the past five years are set forth below. The statement of additional information (“SAI”) includes additional information about the Directors and is available without charge, upon request, by calling (888) 863-8803.

 

Name, Address,
AND AGE

Positions(s)
Held with
Company

Term of Office
and
Length of
Time
Served
1

Principal Occupation(s)
During Past 5 Years

Number of
Portfolios in
Fund
Complex
Overseen by
Director*

Other
Directorships
Held by Director
During the
Past 5 Years

INDEPENDENT DIRECTORS

Julian A. Brodsky
615 East Michigan Street Milwaukee, WI 53202
Age: 90

Director

1988 to present

Retired.

63

AMDOCS Limited (service provider to telecommunications companies).

Gregory P. Chandler
615 East Michigan Street Milwaukee, WI 53202
Age: 56

Director

2012 to present

Since 2020, Chief Financial Officer, HC Parent Corp. d/b/a Herspiegel Consulting LLC (life sciences consulting services); 2020, Chief Financial Officer, Avocado Systems Inc. (cyber security software provider); 2009-2020, Chief Financial Officer, Emtec, Inc. (information technology consulting/services).

63

Emtec, Inc. (until December 2019); FS Investment Corporation (business development company) (until December 2018); FS Energy and Power Fund (business development company); Wilmington Funds (12 portfolios)(registered investment company).

Lisa A. Dolly

615 East Michigan Street Milwaukee, WI, 53202

Age: 57

Director

October 2021 to present

From July 2019-December 2019, Chairman, Pershing LLC (broker dealer, clearing and custody firm); January 2016-June 2019, Chief Executive Officer, Pershing, LLC.

63

Allfunds Group PLC (United Kingdom wealthtech and fund distribution provider); Securities Industry and Financial Markets Association (trade association for broker dealers, investment banks and asset managers); Hightower Advisors (wealth management firm).

 

 

97

 

 

Motley Fool Asset Management ETFs

Directors and Officers (CONTINUED)

(Unaudited)

 

Name, Address,
AND AGE

Positions(s)
Held with
Company

Term of Office
and
Length of
Time
Served
1

Principal Occupation(s)
During Past 5 Years

Number of
Portfolios in
Fund
Complex
Overseen by
Director*

Other
Directorships
Held by Director
During the
Past 5 Years

           

Nicholas A. Giordano
615 East Michigan Street Milwaukee, WI 53202
Age: 80

Director

2006 to present

Since 1997, Consultant, financial services organizations.

63

IntriCon Corporation (biomedical device manufacturer); Wilmington Funds (12 portfolios) (registered investment company); Independence Blue Cross (healthcare insurance) (until March 2021).

Arnold M. Reichman

615 East Michigan Street

Milwaukee, WI 53202
Age: 75

Chair
Director

2005 to present 1991 to present

Retired.

63

EIP Investment Trust (registered investment company) (until August 2022).

Brian T. Shea
615 East Michigan Street Milwaukee, WI 53202
Age: 63

Director

2018 to present

From 2014-2017, Chief Executive Officer, BNY Mellon Investment Services (fund services, global custodian and securities clearing firm); from 1983-2014, Chief Executive Officer and various positions, Pershing LLC (broker dealer, clearing and custody firm)

63

WisdomTree Investments, Inc. (asset management company) (until March 2019); Fidelity National Information Services, Inc. (financial services technology company); Ameriprise Financial, Inc. (financial services company).

Robert A. Straniere
615 East Michigan Street Milwaukee, WI 53202
Age: 82

Director

2006 to present

Since 2009, Administrative Law Judge, New York City; since 1980, Founding Partner, Straniere Law Group (law firm).

63

None.

INTERESTED DIRECTOR2

Robert Sablowsky
615 East Michigan Street Milwaukee, WI 53202
Age: 85

Vice Chair Director

2016 to present 1991 to present

Since 2002, Senior Director – Investments and, prior thereto, Executive Vice President, of Oppenheimer & Co., Inc. (a registered broker-dealer).

63

None.

OFFICERS

Steven Plump

615 East Michigan Street Milwaukee, WI 53202

Age: 64

President

August 2022 to present

From 2011 to 2021, Executive Vice President, PIMCO LLC.

N/A

N/A

 

 

98

 

 

 

 

 

Motley Fool Asset Management ETFs

Directors and Officers (CONTINUED)

(Unaudited)

 

Name, Address,
AND AGE

Positions(s)
Held with
Company

Term of Office
and
Length of
Time
Served
1

Principal Occupation(s)
During Past 5 Years

Number of
Portfolios in
Fund
Complex
Overseen by
Director*

Other
Directorships
Held by Director
During the
Past 5 Years

           

Salvatore Faia, JD, CPA, CFE Vigilant Compliance, LLC Gateway Corporate Center. Suite 216
223 Wilmington West Chester Pike
Chadds Ford, PA 19317
Age: 60

President

Chief Compliance Officer

2009 to present 2004 to present

Since 2004, President, Vigilant Compliance, LLC (investment management services company); since 2005, Independent Trustee of EIP Investment Trust (registered investment company); since 2021, Chief Compliance Officer of The RBB Fund Trust; President of The RBB Fund Trust from 2021 to 2022; President of The RBB Fund, Inc. from 2009 to 2022

N/A

N/A

James G. Shaw
615 East Michigan Street Milwaukee, WI 53202
Age: 63

Treasurer and Secretary

2016 to present

Chief Financial Officer and Secretary (since 2016) and Chief Operating Officer (since 2022) of The RBB Fund, Inc.; Chief Financial Officer and Secretary (since 2021) and Chief Operating Officer (since 2022) of The RBB Fund Trust.

N/A

N/A

Craig A. Urciuoli
615 East Michigan Street Milwaukee, WI 53202
Age: 49

Director of Marketing & Business Development

2019 to present

Director of Marketing & Business Development of The RBB Fund, Inc. (since 2019) and The RBB Fund Trust (since 2021); from 2000-2019, Managing Director, Third Avenue Management LLC (an investment advisory firm).

N/A

N/A

Jennifer Witt
615 East Michigan Street Milwaukee, WI 53202
Age: 40

Assistant Treasurer

2018 to present

Since 2020, Vice President, U.S.

Bank Global Fund Services (fund

administrative services firm); from

2016 to 2020, Assistant Vice

President, U.S. Bank Global Fund

Services.

N/A

N/A

Edward Paz
615 East Michigan Street Milwaukee, WI 53202
Age: 52

Assistant Secretary

2016 to present

Since 2007, Vice President and Counsel, U.S. Bank Global Fund Services (fund administrative services firm).

N/A

N/A

 

 

 

99

 

 

 

 

Motley Fool Asset Management ETFs

Directors and Officers (CONCLUDED)

(Unaudited)

 

Name, Address,
AND AGE

Positions(s)
Held with
Company

Term of Office
and
Length of
Time
Served
1

Principal Occupation(s)
During Past 5 Years

Number of
Portfolios in
Fund
Complex
Overseen by
Director*

Other
Directorships
Held by Director
During the
Past 5 Years

           

Michael P. Malloy
One Logan Square Ste. 2000 Philadelphia, PA 19103
Age: 64

Assistant Secretary

1999 to present

Since 1993, Partner, Faegre Drinker Biddle & Reath LLP (law firm).

N/A

N/A

Jillian L. Bosmann
One Logan Square Ste. 2000 Philadelphia, PA 19103
Age: 44

Assistant Secretary

2017 to present

Since 2017, Partner, Faegre Drinker Biddle & Reath LLP (law firm).

N/A

N/A

 

*

Each Director oversees 63 portfolios of the fund complex, consisting of the series in the Company (53 portfolios) and The RBB Fund Trust (10 portfolios).

 

1.

Subject to the Company’s Retirement Policy, each Director may continue to serve as a Director until the last day of the calendar year in which the applicable Director attains age 75 or until his or her successor is elected and qualified or his or her death, resignation or removal. The Board reserves the right to waive the requirements of the Policy with respect to an individual Director. The Board has approved waivers of the policy with respect to Messrs. Brodsky, Giordano, Sablowsky and Straniere. Each officer holds office at the pleasure of the Board until the next special meeting of the Company or until his or her successor is duly elected and qualified, or until he or she dies, resigns or is removed.

 

2.

Mr. Sablowsky is considered an “interested person” of the Company as that term is defined in the 1940 Act and is referred to as an “Interested Director.” Mr. Sablowsky is considered an “Interested Director” of the Company by virtue of his position as an employee of Oppenheimer & Co., Inc., a registered broker-dealer.

 

Director Experience, Qualifications, Attributes and/or Skills

 

The information above includes each Director’s principal occupations during the last five years. Each Director possesses extensive additional experience, skills and attributes relevant to his or her qualifications to serve as a Director. The cumulative background of each Director led to the conclusion that each Director should serve as a Director of the Company. Mr. Brodsky has over 40 years of senior executive-level management experience in the cable television and communications industry. Mr. Chandler has demonstrated leadership and management abilities as evidenced by his senior executive level positions in the investment technology consulting/services and investment banking/brokerage industries, and also serves on various boards. Ms. Dolly has over three decades of experience in the financial services industry, and she has demonstrated her leadership and management abilities by serving in numerous senior executive-level positions. Mr. Giordano has years of experience as a consultant to financial services organizations and also serves on the boards of other registered investment companies. Mr. Reichman brings decades of investment management experience to the Board, in addition to senior executive-level management experience. Mr. Sablowsky has demonstrated leadership and management abilities as evidenced by his senior executive-level positions in the financial services industry. Mr. Shea has demonstrated leadership and management abilities as evidenced by his senior executive-level positions in the brokerage, clearing, banking and investment services industry, including service on the boards of public companies, industry regulatory organizations and a university. Mr. Straniere has been a practicing attorney for over 30 years and has served on the boards of an asset management company and another registered investment company.

 

100

 

 

 

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Investment Adviser

Motley Fool Asset Management, LLC
2000 Duke Street
Suite 275
Alexandria, VA 22314

 

Administrator and Transfer Agent

U.S. Bancorp Fund Services, LLC
P.O. Box 701
Milwaukee, WI 53201

 

Custodian

U.S. Bank, N.A.
1555 North Rivercenter Drive, Suite 302
Milwaukee, WI 53212

 

Principal Underwriters

Quasar Distributors, LLC
111 E Kilbourn Ave, Suite 2200
Milwaukee, WI 53202

 

Foreside Funds Distributors, LLC
899 Cassatt Road
400 Berwyn Park, Suite 110
Berwyn, PA 19312

 

Independent Registered Public Accounting Firm

Tait, Weller & Baker LLP
Two Liberty Place
50 S 16th St. Suite 2900
Philadelphia, PA 19102-2529

 

Legal Counsel

Faegre Drinker Biddle & Reath LLP
One Logan Square, Suite 2000
Philadelphia, PA 19103-6996

 

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