BINV / The 2023 ETF Series Trust - Brandes International ETF - تصريحات هيئة الأوراق المالية والبورصات، التقرير السنوي، بيان الوكيل

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934 The 2023 ETF Series Trust (Exact name of regist

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934 The 2023 ETF Series Trust (Exact name of registrant as specified in its charter) Delaware (State of incorporation or organization) See below (IRS Employer Identification No.) c/o Foreside Fund Serv

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934 The 2023 ETF Series Trust (Exact name of regist

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934 The 2023 ETF Series Trust (Exact name of registrant as specified in its charter) Delaware (State of incorporation or organization) See below (IRS Employer Identification No.) c/o Foreside Fund Serv

Prospectus

W. John McGuire Partner +1.202.373.6799 [email protected] VIA EDGAR Emily Rowland Division of Investment Management U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 November 4, 2024 Re: The 2023 ETF Series Trust (the “Trust” or the “Registrant”) File Nos. 333-272579 and 811-23883 Dear Ms. Rowland: This letter responds to further Staff comments on post-effect

Statement of Additional Information

W. John McGuire Partner +1.202.373.6799 [email protected] VIA EDGAR Emily Rowland Division of Investment Management U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 November 4, 2024 Re: The 2023 ETF Series Trust (the “Trust” or the “Registrant”) File Nos. 333-272579 and 811-23883 Dear Ms. Rowland: This letter responds to Staff comments on post-effective amen

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Pre-Effective Amendment to Registration Statement on Form N-1A of our report dated August 18, 2023, relating to the financial statement of Eagle Capital Select Equity ETF, a series of The 2023 ETF Series Trust, appearing in the Statement of Additional Information, which is part of such Registration Statement, and to the reference to us under the heading "Independent Registered Public Accounting Firm" also appearing in the Statement of Additional Information.

AMENDED AND RESTATED DECLARATION OF TRUST THE 2023 ETF SERIES TRUST (a Delaware Statutory Trust) Dated as of September 14, 2023 TABLE OF CONTENTS

AMENDED AND RESTATED DECLARATION OF TRUST OF THE 2023 ETF SERIES TRUST (a Delaware Statutory Trust) Dated as of September 14, 2023 TABLE OF CONTENTS ARTICLE I – Name and Definitions Section 1.

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-1A REGISTRATION STATEMENT

1933 Act File No. 333-272579 1940 Act File No. 811-23883 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-1A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X] Pre-Effective Amendment No. 2 [X] Post-Effective Amendment No. [ ] and/or REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X] Amendment No. 2 [X] THE 2023 ETF SERIES TRUST (Exact Name of Registr

September 22, 2023

September 22, 2023 The 2023 ETF Series Trust c/o Foreside Fund Services, LLC Three Canal Plaza, Suite 100 Portland, ME 04101 Re: Registration Statement on Form N-1A File Nos.

TRANSFER AGENCY AND SERVICE AGREEMENT

TRANSFER AGENCY AND SERVICE AGREEMENT THIS AGREEMENT is made as of the day of July, 2023, by and between The 2023 ETF Series Trust (the “Trust”) and THE BANK OF NEW YORK MELLON, a New York corporation authorized to do a banking business having its principal office and place of business at 240 Greenwich Street, New York, New York 10286 (the “Bank”).

investment ADVISORY AGREEMENT

investment ADVISORY AGREEMENT THIS INVESTMENT ADVISORY AGREEMENT (the “Agreement”) is made as of this day of , 2023, by and between The 2023 ETF Series Trust (the “Trust”), a Delaware statutory trust registered as an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), and Eagle Capital Management, LLC (the “Adviser”), a limited liability company organized under the laws of the State of New Jersey, with the Adviser’s principal place of business at 499 Park Avenue, New York, NY 10022.

investment ADVISORY AGREEMENT

investment ADVISORY AGREEMENT THIS INVESTMENT ADVISORY AGREEMENT (the “Agreement”) is made as of this 4th day of August, 2023, by and between The 2023 ETF Series Trust (the “Trust”), a Delaware statutory trust registered as an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), and Brandes Investment Partners, L.

FUND ADMINISTRATION AND ACCOUNTING AGREEMENT

FUND ADMINISTRATION AND ACCOUNTING AGREEMENT THIS AGREEMENT is made as of July, 2023 by and between The 2023 ETF Series Trust (the “Trust”) and The Bank of New York Mellon, a New York corporation authorized to do a banking business (“BNY Mellon”).

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Pre-Effective Amendment to a Registration Statement on Form N-1A of our report dated August 18, 2023, relating to the financial statement of Eagle Capital Select Equity ETF, a series of The 2023 ETF Series Trust, appearing in the Statement of Additional Information, which is part of such Registration Statement, and to the reference to us under the heading “Independent Registered Public Accounting Firm” also appearing in the Statement of Additional Information.

ETF DISTRIBUTION AGREEMENT

ETF DISTRIBUTION AGREEMENT This distribution agreement (the “Agreement”) is effective this day of 2023, and made by The 2023 ETF Series Trust, a Delaware statutory trust (the “Trust”) having its principal place of business at Three Canal Plaza, Suite 100, Portland, Maine 04101 and Foreside Fund Services, LLC, a Delaware limited liability company (the “Distributor”) having its principal place of business at Three Canal Plaza, Suite 100, Portland, ME 04101.

FUND PEO, SECRETARY, PFO/TREASURER CCO and AMLO AGREEMENT

FUND PEO, SECRETARY, PFO/TREASURER CCO and AMLO AGREEMENT AGREEMENT made as of March 2, 2023 by and between The 2023 ETF Series Trust, a Delaware statutory trust, with its principal office and place of business at 200 West St, New York, New York 10282 (the “Fund Company”), and Foreside Fund Officer Services, LLC, a Delaware limited liability company, with its principal office and place of business at Three Canal Plaza, Portland, Maine 04101 (“Foreside”).

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-1A REGISTRATION STATEMENT

1933 Act File No. 333-272579 1940 Act File No. 811-23883 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-1A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X] Pre-Effective Amendment No. 1 [X] Post-Effective Amendment No. [ ] and/or REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X] Amendment No. 1 [X] THE 2023 ETF SERIES TRUST (Exact Name of Registr

FORM OF AUTHORIZED PARTICIPANT AGREEMENT The 2023 ETF SERIES TRUST

FORM OF AUTHORIZED PARTICIPANT AGREEMENT The 2023 ETF SERIES TRUST This Authorized Participant Agreement (the “Agreement”) is entered into by and between Foreside Fund Services, LLC (the “Distributor”) and (the “Participant”) and is subject to acceptance by [ ] (the “[Transfer Agent/Index Receipt Agent]”), and is further subject to acknowledgement and agreement by The 2023 ETF Series Trust (the “Trust”), a series trust offering a number of portfolios of securities (each a “Fund” and collectively the “Funds”), solely with respect to Sections 4(c) and 12(c) herein.

The 2023 ETF Series Trust CODE OF ETHICS

The 2023 ETF Series Trust CODE OF ETHICS This Code of Ethics (the “Code”) has been adopted by The 2023 ETF Series Trust (the “Trust”) in compliance with Rule 17j-1 under the Investment Company Act of 1940, as amended (the “Act”) (unless specifically identified, Rule 17j-1 is referred to as the “Rule”).

August 21, 2023

August 21, 2023 The 2023 ETF Series Trust c/o Foreside Fund Services, LLC Three Canal Plaza, Suite 100 Portland, ME 04101 Re: Registration Statement on Form N-1A Ladies and Gentlemen: We have acted as counsel to The 2023 ETF Series Trust (the “Trust”), a Delaware statutory trust, in connection with Pre-Effective Amendment No.

[LETTERHEAD OF FAMILY TRUST INVESTOR]

[LETTERHEAD OF FAMILY TRUST INVESTOR] August 1, 2023 The 2023 ETF Series Trust Three Canal Plaza, Suite 100 Portland, Maine 04101 Ladies and Gentlemen: RHBP Family LLC proposes to acquire shares of beneficial interest (the “Shares”) of the Eagle Capital Select Equity ETF, a separate series of The 2023 ETF Series Trust (the “Trust”), for a total price of $100,000.

CUSTODY AGREEMENT By and Between THE BANK OF NEW YORK MELLON THE 2023 ETF SERIES TRUST TABLE OF CONTENTS

CUSTODY AGREEMENT By and Between THE BANK OF NEW YORK MELLON And THE 2023 ETF SERIES TRUST TABLE OF CONTENTS 1.

AMENDED AND RESTATED BYLAWS THE 2023 ETF SERIES TRUST (a Delaware Statutory Trust) Dated: August 15, 2023 ARTICLE 1 Declaration of Trust and Principal Office

AMENDED AND RESTATED BYLAWS OF THE 2023 ETF SERIES TRUST (a Delaware Statutory Trust) Dated: August 15, 2023 ARTICLE 1 Declaration of Trust and Principal Office 1.

DECLARATION OF TRUST THE 2023 ETF SERIES TRUST (a Delaware Statutory Trust) Dated as of January 23, 2023 TABLE OF CONTENTS

DECLARATION OF TRUST OF THE 2023 ETF SERIES TRUST (a Delaware Statutory Trust) Dated as of January 23, 2023 TABLE OF CONTENTS ARTICLE I – Name and Definitions Section 1.

Code of Ethics

Code of Ethics Background Investment advisers are fiduciaries that owe their undivided loyalty to their clients.

THE 2023 ETF SERIES TRUST PLAN OF DISTRIBUTION PURSUANT TO RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940

THE 2023 ETF SERIES TRUST PLAN OF DISTRIBUTION PURSUANT TO RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940 WHEREAS, The 2023 ETF Series Trust, a Delaware statutory trust (the “Trust”), is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end investment management company, and offers for public sale shares of beneficial interest; and WHEREAS, the Trust wishes to adopt a Plan of Distribution (the “Plan”) pursuant to Rule 12b-1 under the 1940 Act for each series of the Trust (each a “Fund” and collectively, the “Funds”) listed on Schedule A hereto.

AMENDED AND RESTATED BOARD SUPPORT SERVICES AGREEMENT The 2023 etf series trust

Certain identified information has been excluded from the exhibit because it is both not material and the type that the Registrant treats as private or confidential.

FOREIGN CUSTODY MANAGER AGREEMENT

FOREIGN CUSTODY MANAGER AGREEMENT AGREEMENT made as of , 2023 by and between The 2023 ETF Series Trust (the “Trust”), on behalf of each series listed on Annex I attached hereto (each, a “Fund” and collectively, the “Funds”) and The Bank of New York Mellon (“BNY”).

BRANDES INVESTMENT PARTNERS, L.P. Code of Ethics Table of Contents

BRANDES INVESTMENT PARTNERS, L.P. Code of Ethics MAY 2022 BRANDES INVESTMENT PARTNERS, L.P. Code of Ethics Table of Contents I. PREAMBLE 1 II. PERSONAL TRADES POLICY 4 A. General Requirements 4 B. Definitions 5 C. Pre-Clearance Requirements 6 D. Holding Period Requirement 8 E. Initial Public Offering 9 F. Private Placements 9 G. Holdings Disclosures 10 H. Transaction Disclosures 11 I. Other Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934 The 2023 ETF Series Trust (Exact name of regist

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934 The 2023 ETF Series Trust (Exact name of registrant as specified in its charter) Delaware (State of incorporation or organization) See below (IRS Employer Identification No.) c/o Foreside Managemen

THE 2023 ETF SERIES TRUST POWER OF ATTORNEY

THE 2023 ETF SERIES TRUST POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned trustee of The 2023 ETF Series Trust (the “Trust”), a statutory trust organized under the laws of the State of Delaware, hereby constitutes and appoints James Chekos, Robert Howard, Michael Minella, and Trent Statczar, and each of them singly, her true and lawful attorneys-in-fact and agents with f

BYLAWS THE 2023 ETF SERIES TRUST (a Delaware Statutory Trust) Dated: January 23, 2023 ARTICLE 1 Declaration of Trust and Principal Office

BYLAWS OF THE 2023 ETF SERIES TRUST (a Delaware Statutory Trust) Dated: January 23, 2023 ARTICLE 1 Declaration of Trust and Principal Office 1.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-1A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/ REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /X/ THE 2023 ETF SERIES TRUST (Exact Name of

1933 Act File No. 333- 1940 Act File No. 811-23883 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-1A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/ And REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /X/ THE 2023 ETF SERIES TRUST (Exact Name of Registrant as Specified in Charter) The 2023 ETF Series Trust c/o Foreside Management Services

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-8A NOTIFICATION OF REGISTRATION FILED PURSUANT TO SECTION 8(a) OF THE INVESTMENT COMPANY ACT OF 1940

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-8A NOTIFICATION OF REGISTRATION FILED PURSUANT TO SECTION 8(a) OF THE INVESTMENT COMPANY ACT OF 1940 The undersigned investment company hereby notifies the Securities and Exchange Commission that it registers under and pursuant to the provisions of Section 8(a) of the Investment Company Act of 1940 and in connection wit

CERTIFICATE OF TRUST THE 2023 ETF SERIES TRUST

CERTIFICATE OF TRUST of THE 2023 ETF SERIES TRUST This Certificate of Trust for The 2023 ETF Series Trust (the “Trust”), a statutory trust, is filed in accordance with the provisions of the Delaware Statutory Trust Act (12 Del.

DECLARATION OF TRUST THE 2023 ETF SERIES TRUST (a Delaware Statutory Trust) Dated as of January 23, 2023 TABLE OF CONTENTS

DECLARATION OF TRUST OF THE 2023 ETF SERIES TRUST (a Delaware Statutory Trust) Dated as of January 23, 2023 TABLE OF CONTENTS ARTICLE I — Name and Definitions Section 1.