UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM N-CSR

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES

 

Investment Company Act file number 811-22668

 

ETF Series Solutions
(Exact name of registrant as specified in charter)

 

615 East Michigan Street

Milwaukee, WI 53202
(Address of principal executive offices) (Zip code)

 

Kristina R. Nelson

ETF Series Solutions

615 East Michigan Street

Milwaukee, WI 53202
(Name and address of agent for service)

 

(414)-765-6076

Registrant's telephone number, including area code

 

Date of fiscal year end: February 29

 

Date of reporting period: February 29, 2020

 

 

 

Item 1. Reports to Stockholders.

 

 

 

 

 

Annual Report

February 29, 2020

 

 

NETLease Corporate Real Estate ETF

Ticker: NETL

 

 

Beginning on January 1, 2021, as permitted by regulations adopted by the U.S. Securities and Exchange Commission, paper copies of the Fund’s shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the Fund’s reports from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website link to access the report.

 

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. Please contact your financial intermediary to elect to receive shareholder reports and other Fund communications electronically.

 

You may elect to receive all future reports in paper free of charge. Please contact your financial intermediary to inform them that you wish to continue receiving paper copies of shareholder reports and for details about whether your election to receive reports in paper will apply to all funds held with your financial intermediary.

 

 

NETLease Corporate Real Estate ETF

 

TABLE OF CONTENTS

 

 

Page

Letter to Shareholders

1

Performance Summary

3

Portfolio Allocation

4

Schedule of Investments

5

Statement of Assets and Liabilities

7

Statement of Operations

8

Statement of Changes in Net Assets

9

Financial Highlights

10

Notes to Financial Statements

11

Report of Independent Registered Public Accounting Firm

20

Trustees and Officers

22

Expense Example

25

Federal Tax Information

26

Information About Portfolio Holdings

26

Information About Proxy Voting

26

Frequency Distribution of Premiums and Discounts

27

 

 

NETLease Corporate Real Estate ETF

 

Dear Shareholders,

 

On behalf of the entire team, we want to express our appreciation for the confidence you have placed in the NETLease Corporate Real Estate ETF (“NETL” or the “Fund”). The following information pertains to the fiscal period of March 21, 2019 (the Fund’s inception date) through February 29, 2020 (the “current fiscal period”). The Fund seeks to track the performance, before fees and expenses, of the Fundamental Income Net Lease Real Estate Index (the “Index”). The Index seeks to enhance investors’ exposure to the net lease real estate sector of the U.S. equity market.

 

The Fund had positive performance during the current fiscal period ending on February 29, 2020. The market price for NETL increased 8.15% and the NAV increased 7.96%, while the S&P 500® Index, a broad market index, gained 5.41% over the same period. The Fund’s Index returned positive 8.63%.

 

For the current fiscal period, the largest positive contributor to return was Safehold, Inc. (SAFE), adding 2.11% to the return of the Fund, gaining 176.73% with an average weighting of 1.89%%. The second largest contributor to return was Spirit Realty Capital, Inc. (SRC), adding 1.04% to the return of the Fund, gaining 27.41% with an average weighting of 4.06%. The third largest contributor to return was Essential Properties Realty Trust, Inc. (EPRT), adding 1.00% to the return of the Fund, gaining 25.67% with an average weighting of 4.08%.

 

For the current fiscal period, the largest negative contributor to return was EPR Properties (EPR), detracting 0.68% from the return of the Fund, declining 17.16% with an average weighting of 3.86%. The security contributing second-most negatively was One Liberty Properties, Inc (OLP), detracting 0.28% from the return of the Fund, and declining 13.35% with an average weighting of 2.30%. The third largest negative contributor to return was Getty Realty Corporation. (GTY) detracting 0.27% from the return of the Fund, and declining 7.23% with an average weight of 3.84%.

 

The Fund began trading on March 21, 2019, with outstanding shares of 1,675,000 as of February 29, 2020. Upon its launch, NETL was the first and only pure Net Lease REIT ETF on the market.

 

We appreciate your investment in NETL.

 

Sincerely,

 

J. Garrett Stevens,
Chief Executive Officer
Exchange Traded Concepts, Advisor to the Fund

 

1

 

 

NETLease Corporate Real Estate ETF

 

Must be preceded or accompanied by a prospectus.

 

Investments involve risk. Principal loss is possible. The Fund may trade at a premium or discount to NAV. Shares of any ETF are bought and sold at market price (not NAV) and are not individually redeemed from the Fund. Brokerage commissions will reduce returns. The Fund is non-diversified, meaning it may concentrate its assets in fewer individual holdings than a diversified fund. Therefore, the Fund is more exposed to individual stock volatility than a diversified fund. The Index, and consequently the Fund, is expected to concentrate its investments in net lease real estate companies. As a result, the value of the Fund’s shares may rise and fall more than the value of shares of a fund that invests in securities of companies in a broader range of industries. Investments in real estate companies and REITs involve unique risks, including limited financial resources, they may trade less frequently and in limited volume, and they may be more volatile than other securities. In addition, securities in the real estate sector are subject to certain risks associated with direct ownership of real estate and the risk that the value of their underlying real estate may go down. Companies in the Net Lease Real Estate sector may be affected by unique factors related to leasing properties to single tenants including dependence on the financial performance of its’ tenants and lease terms related to rent escalations based on economic measurements. The Fund may invest in foreign securities which involves political, economic and currency risks, differences in accounting methods and greater volatility. Investments in small and mid-sized companies have historically been subject to greater investment risk than large company stocks.

 

Fundamental Income Net Lease Real Estate Index is a rules-based index that tracks the performance of the U.S. listed net lease real estate sector. The Index identifies real estate companies, including real estate investment trusts (REITs), screens each real estate company for property type and tenant, and assigns only those companies identified as net lease to the index. It is not possible to invest directly in an index.

 

The S&P 500® Index tracks the stocks of 500 U.S. Companies.

 

Fund holdings and sector allocations are subject to change at any time and should not be considered recommendations to buy or sell any security.

 

Distributor: Quasar Distributors, LLC.

 

2

 

 

NETLease Corporate Real Estate ETF

 

Performance Summary
(Unaudited)

 

 

Growth of $10,000

 

 

Total Returns
For Current Fiscal Period

Since Inception
(3/21/2019)

NETLease Corporate Real Estate ETF - NAV

7.96%

NETLease Corporate Real Estate ETF - Market

8.15%

Fundamental Income Net Lease Real Estate Index

8.63%

S&P 500® Index

5.41%

 

This chart illustrates the performance of a hypothetical $10,000 investment made on March 21, 2019, and is not intended to imply any future performance. The returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. The chart assumes reinvestment of capital gains and dividends.

 

3

 

 

NETLease Corporate Real Estate ETF

 

Portfolio Allocation
As of February 29, 2020 (Unaudited)

 

 

Sector

Percentage of
Net Assets

Real Estate and Rental and Leasing ♦

96.0%

Finance and Insurance

3.7

Short-Term Investments

0.3

Other Assets in Excess of Liabilities +

0.0

Total

100.0%

 

The Index, and consequently the Fund, is expected to concentrate its investments in net lease real estate companies. The value of the Fund’s shares may rise and fall more than the value of shares of a fund that invests in securities of companies in a broader range of industries. See Note 7 in Notes to Financial Statements.

+

Represents less than 0.05% of net assets.

 

4

 

 

NETLease Corporate Real Estate ETF

 

Schedule of Investments
February 29, 2020

 

 

 

Shares

 

Security Description

 

Value

 
       

COMMON STOCKS — 99.7%

       
       

Finance and Insurance — 3.7%

       
    36,083  

Spirit Realty Capital, Inc.

  $ 1,641,777  
                 
       

Real Estate and Rental and Leasing — 96.0%

       
    25,284  

Agree Realty Corporation

    1,815,897  
    26,654  

EPR Properties

    1,578,983  
    72,475  

Essential Properties Realty Trust, Inc.

    1,660,402  
    25,148  

Four Corners Property Trust, Inc.

    721,496  
    39,209  

Gaming and Leisure Properties, Inc.

    1,751,466  
    56,350  

Getty Realty Corporation

    1,596,959  
    63,695  

Gladstone Commercial Corporation

    1,201,925  
    92,744  

Global Net Lease, Inc.

    1,711,127  
    87,386  

Industrial Logistics Properties Trust

    1,805,395  
    22,352  

Innovative Industrial Properties, Inc.

    2,055,043  
    170,673  

Lexington Realty Trust

    1,769,879  
    41,526  

MGM Growth Properties LLC - Class A

    1,191,796  
    39,177  

Monmouth Real Estate Investment Corporation

    556,313  
    67,846  

National Retail Properties, Inc.

    3,449,969  
    37,094  

One Liberty Properties, Inc.

    893,965  
    49,349  

Realty Income Corporation

    3,572,374  
    30,387  

Safehold, Inc.

    1,659,738  
    61,014  

STAG Industrial, Inc.

    1,707,172  
    92,899  

STORE Capital Corporation

    3,052,661  
    387,512  

VEREIT, Inc.

    3,355,854  
    66,904  

VICI Properties, Inc.

    1,676,614  
    45,332  

W.P. Carey, Inc.

    3,509,150  
              42,294,178  
       

TOTAL COMMON STOCKS (Cost $44,866,884)

    43,935,955  

 

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

 

5

 

 

NETLease Corporate Real Estate ETF

 

Schedule of Investments
February 29, 2020 (Continued)

 

 

 

Shares

 

Security Description

 

Value

 
       

SHORT-TERM INVESTMENTS — 0.3%

       
    118,749  

First American Government Obligations Fund - Class X, 1.49% *

  $ 118,749  
       

TOTAL SHORT-TERM INVESTMENTS (Cost $118,749)

    118,749  
       

TOTAL INVESTMENTS — 100.0% (Cost $44,985,633)

    44,054,704  
       

Other Assets in Excess of Liabilities — 0.0% +

    12,714  
       

NET ASSETS — 100.0%

  $ 44,067,418  

 

Percentages are stated as a percent of net assets.

 

The Index, and consequently the Fund, is expected to concentrate its investments in net lease real estate companies. The value of the Fund’s shares may rise and fall more than the value of shares of a fund that invests in securities of companies in a broader range of industries. See Note 7 in Notes to Financial Statements.

*

Rate shown is annualized seven day yield of February 29, 2020.

+

Represents less than 0.05% of net assets.

 

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

 

6

 

 

NETLease Corporate Real Estate ETF

 

Statement of Assets and Liabilities
February 29, 2020

 

 

ASSETS

       

Investments in securities, at value (Cost $44,985,633)

  $ 44,054,704  

Dividends and interest receivable

    35,530  

Total assets

    44,090,234  
         

LIABILITIES

       

Management fees payable

    22,816  

Total liabilities

    22,816  
         

NET ASSETS

  $ 44,067,418  
         

Net Assets Consist of:

       

Paid-in capital

  $ 45,095,344  

Total distributable earnings (accumulated deficit)

    (1,027,926 )

Net assets

  $ 44,067,418  
         

Net Asset Value:

       

Net assets

  $ 44,067,418  

Shares outstanding ^

    1,675,000  

Net asset value, offering and redemption price per share

  $ 26.31  

 

^

No par value, unlimited number of shares authorized.

 

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

 

7

 

 

NETLease Corporate Real Estate ETF

 

Statement of Operations
For the Period Ended February 29, 2020*

 

 

INCOME

       

Dividends

  $ 779,145  

Interest

    889  

Total investment income

    780,034  
         

EXPENSES

       

Management fees

    139,628  

Total expenses

    139,628  

Net investment income (loss)

    640,406  
         

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS

       

Net realized gain (loss) on investments

    317,775  

Change in unrealized appreciation (depreciation) on investments

    (930,929 )

Net realized and unrealized gain (loss) on investments

    (613,154 )

Net increase (decrease) in net assets resulting from operations

  $ 27,252  

 

*

The Fund commenced operations on March 21, 2019. The information presented is for the period from March 21, 2019 to February 29, 2020.

 

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

 

8

 

 

NETLease Corporate Real Estate ETF

 

Statement of Changes in Net Assets

 

 

   

Period Ended
February 29,
2020*

 

OPERATIONS

       

Net investment income (loss)

  $ 640,406  

Net realized gain (loss) on investments

    317,775  

Change in unrealized appreciation (depreciation) on investments

    (930,929 )

Net increase (decrease) in net assets resulting from operations

    27,252  
         

DISTRIBUTIONS TO SHAREHOLDERS

       

Net distributions to shareholders

    (718,846 )

Total distribution to shareholders

    (718,846 )
         

CAPITAL SHARE TRANSACTIONS

       

Proceeds from shares sold

    47,475,533  

Transaction Fees (Note 6)

    304  

Payments for shares redeemed

    (2,716,825 )

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

    44,759,012  

Net increase (decrease) in net assets

  $ 44,067,418  
         

NET ASSETS

       

Beginning of period

  $  

End of period

  $ 44,067,418  

 

(a)

A summary of capital share transactions is as follows:

 

   

Shares

 

Subscriptions

    1,775,000  

Redemptions

    (100,000 )

Net increase (decrease)

    1,675,000  

 

*

The Fund commenced operations on March 21, 2019. The information presented is for the period from March 21, 2019 to February 29, 2020.

 

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

 

9

 

 

NETLease Corporate Real Estate ETF

 

Financial Highlights

For a capital share outstanding throughout the period

 

 

   

Period
Ended
February 29,
2020 (1)

 

Net asset value, beginning of period

  $ 25.00  
         

INCOME (LOSS) FROM INVESTMENT OPERATIONS:

       

Net investment income (loss) (2)

    0.71  

Net realized and unrealized gain (loss) on investments

    1.29 (3) 

Total from investment operations

    2.00  
         

DISTRIBUTIONS TO SHAREHOLDERS:

       

From net investment income

    (0.63 )

From net realized gains

    (0.06 )

Total distributions

    (0.69 )
         

CAPITAL SHARE TRANSACTIONS

       

Transaction fees (Note 6)

    (0.00 )(4)
         

Net asset value, end of period

  $ 26.31  
         

Total return

    7.96 %(5)
         

SUPPLEMENTAL DATA:

       

Net assets at end of period (000’s)

  $ 44,067  
         

RATIOS TO AVERAGE NET ASSETS:

       

Expenses to average net assets

    0.60 %(6)

Net investment income (loss) to average net assets

    2.75 %(6)
         

Portfolio turnover rate (7)

    11 %(5)

 

(1)

Commencement of operations on March 21, 2019.

(2)

Calculated based on average shares outstanding during the period.

(3)

Realized and unrealized gains (losses) per share are balancing amounts necessary to reconcile the change in net asset value per share for the period and may not reconcile with the aggregate gains and losses in the Statement of Operations due to share transactions for the period.

(4)

Represents less than $0.005 per share.

(5)

Not annualized.

(6)

Annualized.

(7)

Excludes the impact of in-kind transactions.

 

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

 

10

 

 

NETLease Corporate Real Estate ETF

 

Notes to Financial Statements

February 29, 2020

 

 

NOTE 1 – ORGANIZATION

 

NETLease Corporate Real Estate ETF (the “Fund”) is a non-diversified series of ETF Series Solutions (“ESS” or the “Trust”), an open-end management investment company consisting of multiple investment series, organized as a Delaware statutory trust on February 9, 2012. The Trust is registered with the Securities and Exchange Commission (“SEC”) under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company and the offering of the Fund’s shares is registered under the Securities Act of 1933, as amended (the “Securities Act”). The investment objective of the Fund is to track the performance, before fees and expenses, of the Fundamental Income Net Lease Real Estate Index (the “Index”). The Fund commenced operations on March 21, 2019.

 

The end of the reporting period for the Fund is February 29, 2020, and the period covered by these Notes to Financial Statements is the period from March 21, 2019 to February 29, 2020 (the “current fiscal period”).

 

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

 

The Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946 Financial Services – Investment Companies.

 

The following is a summary of significant accounting policies consistently followed by the Fund. These policies are in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

 

 

A.

Security Valuation. All equity securities, including domestic and foreign common stocks, preferred stocks, and exchange traded funds that are traded on a national securities exchange, except those listed on the Nasdaq Global Market®, Nasdaq Global Select Market®, and the Nasdaq Capital Market® exchanges (collectively, “Nasdaq”) are valued at the last reported sale price on the exchange on which the security is principally traded. Securities traded on Nasdaq will be valued at the Nasdaq Official Closing Price (“NOCP”). If, on a particular day, an exchange-traded or Nasdaq security does not trade, then the mean between the most recent quoted bid and asked prices will be used. All equity securities that are not traded on a listed exchange are valued at the last sale price in the over-the counter market. If a non-exchange traded security does not trade on a particular day, then the mean between the last quoted closing bid and asked price will be used. Prices denominated in foreign currencies are converted to U.S. dollar equivalents at the current exchange rate, which approximates fair value.

 

11

 

 

NETLease Corporate Real Estate ETF

 

NOTES TO FINANCIAL STATEMENTS
February 29, 2020 (Continued)

 

 

Investments in mutual funds, including money market funds, are valued at their net asset value (“NAV”) per share.

 

Securities for which quotations are not readily available are valued at their respective fair values in accordance with pricing procedures adopted by the Fund’s Board of Trustees (the “Board”). When a security is “fair valued,” consideration is given to the facts and circumstances relevant to the particular situation, including a review of various factors set forth in the pricing procedures adopted by the Board. The use of fair value pricing by the Fund may cause the NAV of its shares to differ significantly from the NAV that would be calculated without regard to such considerations.

 

As described above, the Fund utilizes various methods to measure the fair value of its investments on a recurring basis. U.S. GAAP establishes a hierarchy that prioritizes inputs to valuations methods. The three levels of inputs are:

 

 

Level 1

– Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access.

 

 

Level 2

– Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.

 

 

Level 3

– Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available; representing the Fund’s own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

 

The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.

 

12

 

 

NETLease Corporate Real Estate ETF

 

NOTES TO FINANCIAL STATEMENTS
February 29, 2020 (Continued)

 

 

The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety, is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

 

The following is a summary of the inputs used to value the Fund’s investments as of the end of the current fiscal period:

 

Assets^

 

Level 1

   

Level 2

   

Level 3

   

Total

 

Common Stocks

  $ 43,935,955     $     $     $ 43,935,955  

Short-Term Investments

    118,749                   118,749  

Total Investments in Securities

  $ 44,054,704     $     $     $ 44,054,704  

 

^

See Schedule of Investments for breakout of investments by sector classification.

 

During the current fiscal period, the Fund did not recognize any transfers to or from Level 3.

 

 

B.

Federal Income Taxes. The Fund’s policy is to comply with the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies and to distribute substantially all net investment income and net capital gains to shareholders. Therefore, no federal income tax provision is required. The Fund plans to file U.S. Federal and applicable state and local tax returns.

 

The Fund recognizes the tax benefits of uncertain tax positions only when the position is more likely than not to be sustained. Management has analyzed the Fund’s uncertain tax positions and concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions. Management is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next 12 months. Income and capital gain distributions are determined in accordance with federal income tax regulations, which may differ from U.S. GAAP. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits on uncertain tax positions as income tax expense in the Statement of Operations. During the current fiscal period, the Fund did not incur any interest or penalties.

 

 

C.

Security Transactions and Investment Income. Investment securities transactions are accounted for on the trade date. Gains and losses realized on sales of securities are determined on a specific identification basis. Dividend

 

13

 

 

NETLease Corporate Real Estate ETF

 

NOTES TO FINANCIAL STATEMENTS
February 29, 2020 (Continued)

 

 

income is recorded on the ex-dividend date. Interest income is recorded on an accrual basis. Withholding taxes on foreign dividends, if any, have been provided for in accordance with the Fund’s understanding of the applicable tax rules and regulations.

 

Distributions received from the Fund’s investments in real estate investment trusts (“REITs”) may be characterized as ordinary income, net capital gain, or a return of capital. The proper characterization of REIT distributions is generally not known until after the end of each calendar year. As such, the Fund must use estimates in reporting the character of its income and distributions received during the current calendar year for financial statement purposes. The actual character of distributions to the Fund’s shareholders will be reflected on the Form 1099 received by shareholders after the end of the calendar year. Due to the nature of REIT investments, a portion of the distributions received by a Fund’s shareholders may represent a return of capital.

 

 

D.

Distributions to Shareholders. Distributions to shareholders from net investment income are declared and paid by the Fund on a quarterly basis and distributions from net realized gains on securities are declared and paid by the Fund at least annually. Distributions are recorded on the ex-dividend date.

 

 

E.

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, disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the current fiscal period. Actual results could differ from those estimates.

 

 

F.

Share Valuation. The NAV per share of the Fund is calculated by dividing the sum of the value of the securities held by the Fund, plus cash and other assets, minus all liabilities (including estimated accrued expenses) by the total number of shares outstanding of the Fund, rounded to the nearest cent. The Fund’s shares will not be priced on the days on which the New York Stock Exchange (“NYSE”) is closed for trading. The offering and redemption price per share of the Fund is equal to the Fund’s NAV per share.

 

 

G.

Guarantees and Indemnifications. In the normal course of business, the Fund enters into contracts with service providers that contain general indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be against the Fund that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.

 

14

 

 

NETLease Corporate Real Estate ETF

 

NOTES TO FINANCIAL STATEMENTS
February 29, 2020 (Continued)

 

 

 

H.

Reclassification of Capital Accounts. U.S. GAAP requires that certain components of net assets relating to permanent differences be reclassified between financial and tax reporting. These reclassifications have no effect on net assets or NAV per share and primarily relate to redemptions in-kind. For the period ended February 29, 2020, the following table shows the reclassifications made:

 

Distributable
Earnings
(Accumulated
Deficit)

Paid-In
Capital

$(336,332)

$336,332

 

During the current fiscal period, the Fund realized $336,332 in net capital gains resulting from in-kind redemptions in which shareholders exchanged Fund shares for securities held by the Fund rather than for cash. Because such gains are not taxable to the Fund, and are not distributed to shareholders, they have been reclassified from distributable earnings (accumulated deficit) to paid-in capital.

 

 

I.

Subsequent Events. In preparing these financial statements, management has evaluated events and transactions for potential recognition or disclosure through the date the financial statements were issued. Effective March 31, 2020, Foreside Financial Group, LLC (“Foreside”) acquired Quasar Distributors, LLC (“Quasar”), the Fund’s distributor, from U.S. Bancorp. As a result of the acquisition, Quasar became a wholly-owned broker-dealer subsidiary of Foreside and is no longer affiliated with U.S. Bancorp. The Board has approved a new Distribution Agreement to enable Quasar to continue serving as the Fund’s distributor. Additionally, the recent global outbreak of COVID-19 has disrupted economic markets and the prolonged economic impact is uncertain. The operational and financial performance of the issuers of securities in which the Fund invests depends on future developments, including the duration and spread of the outbreak, and such uncertainty may in turn impact the value of the Fund’s investments. There were no other events or transactions that occurred during the period subsequent to the end of the current fiscal period, that materially impacted the amounts or disclosures in the Fund’s financial statements.

 

 

J.

New Accounting Pronouncements. In August 2018, FASB issued Accounting Standards Update 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). The primary focus of ASU 2018-13 is to

 

15

 

 

NETLease Corporate Real Estate ETF

 

NOTES TO FINANCIAL STATEMENTS
February 29, 2020 (Continued)

 

 

improve the effectiveness of the disclosure requirements for fair value measurements. The changes affect all companies that are required to include fair value measurement disclosures. In general, the amendments in ASU 2018- 13 are effective for all entities for fiscal years and interim periods within those fiscal years, beginning after December 15, 2019. An entity is permitted to early adopt the removed or modified disclosures upon the issuance of ASU 2018-13 and may delay adoption of the additional disclosures, which are required for public companies only, until their effective date. Management has evaluated ASU 2018-13 and has adopted the disclosure framework.

 

NOTE 3 – COMMITMENTS AND OTHER RELATED PARTY TRANSACTIONS

 

Exchange Traded Concepts, LLC (“the Adviser”), serves as the investment adviser to the Fund. Pursuant to an Investment Advisory Agreement (“Advisory Agreement”) between the Trust, on behalf of the Fund, and the Adviser, the Adviser provides investment advice to the Fund and oversees the day-to-day operations of the Fund, subject to the direction and control of the Board and the officers of the Trust. Under the Advisory Agreement, the Adviser also arranges for the transfer agency, custody, fund administrations and accounting, and all other related services necessary for the Fund to operate. Under the Advisory Agreement, the Advisor has agreed to pay all expenses of the Fund, except for: the fee paid to the Adviser pursuant to the Advisory Agreement, interest charges on any borrowings, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, extraordinary expenses, and distribution (12b-1) fees and expenses. For services provided to the Fund, the Fund pays the Adviser 0.60% at an annual rate based on the Fund’s average daily net assets.

 

U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services (“Fund Services” or “Administrator”), acts as the Fund’s Administrator and, in that capacity, performs various administrative and accounting services for the Fund. The Administrator prepares various federal and state regulatory filings, reports and returns for the Fund, including regulatory compliance monitoring and financial reporting; prepares reports and materials to be supplied to the Board and monitors the activities of the Fund’s Custodian, transfer agent and fund accountant. Fund Services also serves as the transfer agent and fund accountant to the Fund. U.S. Bank N.A. (the “Custodian”), an affiliate of Fund Services, serves as the Fund’s Custodian.

 

Quasar Distributors, LLC, (the “Distributor”) acts as the Fund’s principal underwriter in a continuous public offering of the Fund’s shares. Until March 31, 2020, the Distributor was an affiliate of the Administrator.

 

16

 

 

NETLease Corporate Real Estate ETF

 

NOTES TO FINANCIAL STATEMENTS
February 29, 2020 (Continued)

 

 

A Trustee and all officers of the Trust are affiliated with the Administrator, Distributor (until March 31, 2020), and Custodian.

 

NOTE 4 – PURCHASES AND SALES OF SECURITIES

 

During the current fiscal period, purchases and sales of securities by the Fund, excluding short-term securities and in-kind transactions, were $3,232,402 and $2,695,832, respectively.

 

During the current fiscal period, there were no purchases or sales of U.S. Government securities.

 

During the current fiscal period, in-kind transactions associated with creations and redemptions were $46,603,711 and $2,245,241, respectively.

 

NOTE 5 – INCOME TAX INFORMATION

 

The components of distributable earnings (accumulated deficit) and cost basis of investments for federal income tax purposes at February 29, 2020 were as follows:

 

Tax cost of investments

  $ 45,084,321  

Gross tax unrealized appreciation

  $ 1,795,091  

Gross tax unrealized depreciation

    (2,824,708 )

Net tax unrealized appreciation (depreciation)

    (1,029,617 )

Undistributed ordinary income

    1,691  

Undistributed long-term capital gain

     

Accumulated gain (loss)

    (1,027,926 )

Other accumulated gain (loss)

     

Distributable earnings (accumulated deficit)

  $ (1,027,926 )

 

The difference between the cost basis for financial statements and federal income tax purposes is primarily due to timing differences in recognizing losses on wash sales.

 

A regulated investment company may elect for any taxable year to treat any portion of any qualified late year loss as arising on the first day of the next taxable year. Qualified late year losses are certain capital and ordinary losses which occur during the portion of the Fund’s taxable year subsequent to October 31 and December 31, respectively. At February 29, 2020, the Fund did not elect to defer any post-October capital losses or late-year oridinary losses.

 

At February 29, 2020, the Fund did not have any capital loss carry forwards.

 

17

 

 

NETLease Corporate Real Estate ETF

 

NOTES TO FINANCIAL STATEMENTS
February 29, 2020 (Continued)

 

 

The tax character of distributions paid by the Fund during the period ended February 29, 2020, was:

 

Ordinary Income

  $ 677,909  

Long Term Capital Gain

    40,937  

 

NOTE 6 – SHARE TRANSACTIONS

 

Shares of the Fund are listed and traded on the New York Stock Exchange Arca, Inc. (“NYSE Arca”). Market prices for the shares may be different from their NAV. The Fund issues and redeems shares on a continuous basis at NAV generally 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 the 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 to buy and sell whole Creation Units. Therefore, they are unable to purchase or redeem the shares directly from the 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.

 

The 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 the Fund is $250, payable to the Custodian. The fixed transaction fee may be waived on certain orders if the Fund’s Custodian has determined to waive some or all of the costs associated with the order or another party, such as the Adviser, has agreed to pay such fee. 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 received by the Fund, if any, are displayed in the Capital Shares Transactions section of the Statement of Changes in Net Assets. All shares of the Fund have equal rights and privileges.

 

18

 

 

NETLease Corporate Real Estate ETF

 

NOTES TO FINANCIAL STATEMENTS
February 29, 2020 (Continued)

 

 

NOTE 7 – PRINCIPAL RISK

 

Concentration Risk. The Index, and consequently the Fund, is expected to concentrate its investments in real estate companies. As a result, the value of the Fund’s shares, may rise and fall more than the value of shares of a fund that invests in securities of companies in a broader range of industries.

 

Non-Diversification Risk. Although the Fund intends to invest in a variety of securities and instruments, the Fund will be considered to be non-diversified, which means that it may invest more of its assets in the securities of a single issuer or a smaller number of issuers than if it were a diversified fund. As a result, the Fund may be more exposed to the risks associated with and developments affecting an individual issuer or a smaller number of issuers than a fund that invests more widely. This may increase the Funds volatility and cause the performance of a relatively smaller number of issuers to have a greater impact on the Funds performance.

 

REIT Investment Risk. Investments in REITs involve unique risks. REITs may have limited financial resources, may trade less frequently and in limited volume, and may be more volatile than other securities. In addition, to the extent the Fund holds interests in REITs, it is expected that investors in the Fund will bear two layers of asset-based management fees and expenses (directly at the Fund level and indirectly at the REIT level). The risks of investing in REITs include certain risks associated with the direct ownership of real estate and the real estate industry in general. These include risks related to general, regional and local economic conditions; fluctuations in interest rates and property tax rates; shifts in zoning laws, environmental regulations and other governmental action such as the exercise of eminent domain; cash flow dependency; increased operating expenses; lack of availability of mortgage funds; losses due to natural disasters; overbuilding; losses due to casualty or condemnation; changes in property values and rental rates; and other factors.

 

In addition to these risks, REITs are dependent upon management skills and generally may not be diversified. REITs are also subject to heavy cash flow dependency, defaults by borrowers and self-liquidation. In addition, REITs could possibly fail to qualify for the beneficial tax treatment available to REITs under the Internal Revenue Code of 1986, or to maintain their exemptions from registration under the Investment Company Act of 1940, as amended (the “1940 Act”). The Fund expects that dividends received from a REIT and distributed to Fund shareholders generally will be taxable to the shareholder as ordinary income, but may be taxable as return of capital. In the event of a default by a borrower or lessee, the REIT may experience delays in enforcing its rights as a mortgagee or lessor and may incur substantial costs associated with protecting investments.

 

19

 

 

NETLease Corporate Real Estate ETF

 

Report of Independent Registered Public Accounting Firm

 

 

To the Shareholders of NETLease Corporate Real Estate ETF and
Board of Trustees of ETF Series Solutions

 

Opinion on the Financial Statements

 

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of NETLease Corporate Real Estate ETF (the “Fund”), a series of ETF Series Solutions, as of February 29, 2020, and the related statements of operations and changes in net assets and the financial highlights for the period March 21, 2019 (commencement of operations) to February 29, 2020, including 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 Fund as of February 29, 2020, the results of its operations, the changes in its net assets, and the financial highlights for the period indicated above, in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

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

 

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of February 29, 2020, by correspondence with the custodian. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

 

20

 

 

NETLease Corporate Real Estate ETF

 

Report of Independent Registered Public Accounting Firm
(Continued)

 

 

We have served as the auditor of one or more of Exchange Traded Concepts, LLC’s investment companies since 2012.

 

 

COHEN & COMPANY, LTD.
Milwaukee, Wisconsin
April 28, 2020

 

21

 

 

NETLease Corporate Real Estate ETF

 

Trustees and Officers
(Unaudited)

 

 

Additional information about each Trustee of the Trust is set forth below. The address of each Trustee of the Trust is c/o U.S. Bank Global Fund Services, 615 E. Michigan Street, Milwaukee, WI 53202.

 

Name and
Year of Birth

Position
Held with
the Trust

Term of
Office and
Length of
Time
Served

Principal Occupation(s)
During Past 5 Years

Number of
Portfolios
in
Fund
Complex
Overseen
by
Trustee

Other
Directorships
Held
by Trustee
During
Past 5 Years

Independent Trustees

Leonard M. Rush, CPA
Born: 1946

Lead Independent Trustee and Audit Committee Chairman

Indefinite term; since 2012

Retired; formerly Chief Financial Officer, Robert W. Baird & Co. Incorporated (wealth management firm) (2000–2011).

49

Independent Trustee, Managed Portfolio Series (39 portfolios) (since 2011).

David A. Massart
Born: 1967

Trustee

Indefinite term; since 2012

Co-Founder, President, and Chief Investment Strategist, Next Generation Wealth Management, Inc. (since 2005).

49

Independent Trustee, Managed Portfolio Series (39 portfolios) (since 2011).

Janet D. Olsen
Born: 1956

Trustee

Indefinite term; since 2018

Retired; formerly Managing Director and General Counsel, Artisan Partners Limited Partnership (investment adviser) (2000–2013); Executive Vice President and General Counsel, Artisan Partners Asset Management Inc. (2012–2013); Vice President and General Counsel, Artisan Funds, Inc. (investment company) (2001–2012).

49

Independent Trustee, PPM Funds (9 portfolios) (since 2018).

Interested Trustee

Michael A. Castino
Born: 1967

Trustee and Chairman

Indefinite term; Trustee since 2014; Chairman since 2013

Senior Vice President, U.S. Bancorp Fund Services, LLC (since 2013); Managing Director of Index Services, Zacks Investment Management (2011–2013).

49

None

 

22

 

 

NETLease Corporate Real Estate ETF

 

TRUSTEES AND OFFICERS
(Unaudited) (Continued)

 

 

The officers of the Trust conduct and supervise its daily business. The address of each officer of the Trust is c/o U.S. Bank Global Fund Services, 615 E. Michigan Street, Milwaukee, WI 53202. Additional information about the Trust’s officers is as follows:

 

Name and
Year of Birth

Position(s)
Held with
the Trust

Term of Office and
Length of Time
Served

Principal Occupation(s)
During Past 5 Years

Principal Officers of the Trust

Kristina R. Nelson
Born: 1982

President

Indefinite term; since 2019

Senior Vice President, U.S. Bancorp Fund Services, LLC (since 2020); Vice President, U.S. Bancorp Fund Services, LLC (2014–2020); Assistant Vice President, U.S. Bancorp Fund Services, LLC (2013–2014).

Michael D. Barolsky
Born: 1981

Vice President and Secretary

Indefinite term; since 2014 (other roles since 2013)

Senior Vice President, U.S. Bancorp Fund Services, LLC (since 2019); Vice President, U.S. Bancorp Fund Services, LLC (2012-2019); Associate, Thompson Hine LLP (law firm) (2008–2012).

James R. Butz
Born: 1982

Chief Compliance Officer

Indefinite term; since 2015

Senior Vice President, U.S. Bancorp Fund Services, LLC (since 2015); Vice President, U.S. Bancorp Fund Services, LLC (2014–2015); Assistant Vice President, U.S. Bancorp Fund Services, LLC (2011–2014).

Kristen M. Weitzel, CPA
Born: 1977

Treasurer

Indefinite term; since 2014 (other roles since 2013)

Vice President, U.S. Bancorp Fund Services, LLC (since 2015); Assistant Vice President, U.S. Bancorp Fund Services, LLC (2011–2015); Manager, PricewaterhouseCoopers LLP (accounting firm) (2005–2011).

Brett M. Wickmann
Born: 1982

Assistant Treasurer

Indefinite term; since 2017

Vice President, U.S. Bancorp Fund Services, LLC (since 2017); Assistant Vice President, U.S. Bancorp Fund Services, LLC (2012–2017).

Elizabeth A. Winske
Born: 1983

Assistant Treasurer

Indefinite term; since 2017

Assistant Vice President, U.S. Bancorp Fund Services, LLC (since 2016); Officer, U.S. Bancorp Fund Services, LLC (2012–2016).

Jason E. Shlensky
Born: 1987

Assistant Treasurer

Indefinite term; since 2019

Assistant Vice President, U.S. Bancorp Fund Services, LLC (since 2019); Officer, U.S. Bancorp Fund Services, LLC (2014–2019).

Isabella K. Gentile
Born: 1994

Assistant Secretary

Indefinite term; since 2020

Regulatory Administration Attorney since 2019, Regulatory Administration Intern (2018-2019) and Law Student (2016-2019).

 

23

 

 

NETLease Corporate Real Estate ETF

 

TRUSTEES AND OFFICERS
(Unaudited) (Continued)

 

 

The Statement of Additional Information (“SAI”) includes additional information about the Trustees and is available without charge, upon request, by calling toll free (800) 617-0004, by accessing the SEC’s website at www.sec.gov, or by accessing the Fund’s website at www.netleaseetf.com.

 

24

 

 

NETLease Corporate Real Estate ETF

 

Expense Example

For the Six-Months Ended February 29, 2020 (Unaudited)

 

 

As a shareholder of the Fund you incur two types of costs: (1) transaction costs, including brokerage commissions on purchases and sales of Fund shares, and (2) ongoing costs, including management fees and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below in the Expense Example table.

 

Actual Expenses

 

The first line of the table provides information about actual account values based on actual returns 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 the Period’’ to estimate the expenses you paid on your account during this period.

 

Hypothetical Example for Comparison Purposes

 

The second line of the table provides information about hypothetical account values based on a hypothetical return and hypothetical expenses based on the 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 the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as brokerage commissions paid on purchases and sales of Fund shares. Therefore, the second line of the table is useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. If these transactional costs were included, your costs would have been higher.

 

 

Beginning
Account Value
September 1, 2019

Ending
Account Value
February 29, 2020

Expenses
Paid During
the Period
(1)

Actual

$ 1,000.00

$ 979.80

$2.95

Hypothetical (5% annual return before expenses)

$ 1,000.00

$ 1,021.88

$3.02

 

(1)

The dollar amount shown as expenses paid during the period is equal to the annualized period expense ratio, 0.60%, multiplied by the average value during the period, multiplied by 182/366. To reflect the one-half year period.

 

25

 

 

NETLease Corporate Real Estate ETF

 

Federal Tax Information

(Unaudited)

 

 

For the fiscal year ended February 29, 2020, certain dividends paid by the Fund may be subject to the maximum tax rate of 23.8%, as provided for by the Jobs and Growth Tax Relief Reconciliation Act of 2003.

 

The percentage of dividends declared from ordinary income designated as qualified dividend income was 29.90%.

 

For corporate shareholders, the percentage of ordinary income distributions qualifying for the corporate dividends received deduction for the fiscal year ended February 29, 2020 was 28.50%.

 

The percentage of taxable ordinary income distributions that are designated as short-term capital gain distributions under Internal Revenue Section 871(k)(2)(C) for the Fund was 5.78%.

 

Information About Portfolio Holdings
(Unaudited)

 

 

The Fund files its complete schedules of portfolio holdings for its first and third fiscal quarters with the SEC on Form N-Q or Part F of Form N-PORT (beginning with filings after March 31, 2020). The Fund’s Form N-Q or Part F of Form N-PORT is available without charge, upon request, by calling toll-free at (800) 617-0004. Furthermore, you may obtain the Form N-Q or Part F of Form N-PORT on the SEC’s website at www.sec.gov. The Fund’s portfolio holdings are posted on its website at www.netleaseetf.com daily.

 

Information About Proxy Voting
(Unaudited)

 

 

A description of the policies and procedures the Fund uses to determine how to vote proxies relating to portfolio securities is provided in the SAI. The SAI is available without charge, upon request, by calling toll-free at (800) 617-0004, by accessing the SEC’s website at www.sec.gov, or by accessing the Fund’s website at www.netleaseetf.com.

 

When available, information regarding how the Fund voted proxies relating to portfolio securities during the twelve-months ending June 30 is available by calling toll-free at (800) 617-0004 or by accessing the SEC’s website at www.sec.gov.

 

26

 

 

NETLease Corporate Real Estate ETF

 

Frequency Distribution of Premiums and Discounts

(Unaudited)

 

 

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

 

27

 

 

(This Page Intentionally Left Blank.)

 

 

(This Page Intentionally Left Blank.)

 

 

Adviser

Exchange Traded Concepts, LLC
10900 Hefner Pointe Drive, Suite 207
Oklahoma City, Oklahoma 73120

 

Index Provider

Fundamental Income Strategies, LLC
5134 North Central Avenue, Suite 104
Phoenix, Arizona 85012

 

Distributor

Quasar Distributors, LLC
111 East Kilbourn Avenue, Suite 1250
Milwaukee, Wisconsin 53202

 

Custodian

U.S. Bank National Association
1555 North Rivercenter Drive, Suite 302
Milwaukee, Wisconsin 53212

 

Transfer Agent

U.S. Bancorp Fund Services, LLC
615 East Michigan Street
Milwaukee, Wisconsin 53202

 

Independent Registered Public Accounting Firm

Cohen & Company Ltd.
342 North Water Street, Suite 830
Milwaukee, Wisconsin 53202

 

Legal Counsel

Morgan, Lewis, & Bockius, LLP
1111 Pennsylvania Avenue, NW
Washington, DC 20004

 

NETLease Corporate Real Estate ETF
Symbol – NETL
CUSIP – 26922A248

 

 

 

Item 2. Code of Ethics.

 

The registrant has adopted a code of ethics that applies to the registrant’s President (principal executive officer) and Assistant Treasurer (acting principal financial officer). The registrant has not made any substantive amendments to its code of ethics during the period covered by this report. The registrant has not granted any waivers from any provisions of the code of ethics during the period covered by this report. Filed herewith.

 

Item 3. Audit Committee Financial Expert.

 

The registrant’s board has determined that there is at least one audit committee financial expert serving on its audit committee. Mr. Leonard Rush is the “audit committee financial expert” and is considered to be “independent” as each term is defined in Item 3 of Form N-CSR.

 

Item 4. Principal Accountant Fees and Services.

 

The registrant has engaged its principal accountant to perform audit services, audit-related services, tax services and other services during the past two fiscal years. “Audit services” refer to performing an audit of the registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years. “Audit-related services” refer to the assurance and related services by the principal accountant that are reasonably related to the performance of the audit. “Tax services” refer to professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning. There were no “Other services” provided by the principal accountant. The following table details the aggregate fees billed or expected to be billed for each of the last two fiscal years for audit fees, audit-related fees, tax fees and other fees by the principal accountant.

 

  FYE 02/29/2020
Audit Fees $14,000
Audit-Related Fees N/A
Tax Fees $4,500
All Other Fees N/A

 

The audit committee has adopted pre-approval policies and procedures that require the audit committee to pre-approve all audit and non-audit services of the registrant, including services provided to any entity affiliated with the registrant.

 

The percentage of fees billed by Cohen & Company, Ltd. applicable to non-audit services pursuant to waiver of pre-approval requirement were as follows:

 

  FYE 02/29/2020
Audit-Related Fees 0%
Tax Fees 0%
All Other Fees 0%

 

 

 

All of the principal accountant’s hours spent on auditing the registrant’s financial statements were attributed to work performed by full-time permanent employees of the principal accountant. (If more than 50 percent of the accountant’s hours were spent to audit the registrant's financial statements for the most recent fiscal year, state how many hours were attributed to work performed by persons other than the principal accountant's full-time, permanent employees.)

 

The following table indicates the non-audit fees billed or expected to be billed by the registrant’s accountant for services to the registrant and to the registrant’s investment adviser (and any other controlling entity, etc.—not sub-adviser) for the last two years. The audit committee of the board of trustees/directors has considered whether the provision of non-audit services that were rendered to the registrant's investment adviser is compatible with maintaining the principal accountant's independence and has concluded that the provision of such non-audit services by the accountant has not compromised the accountant’s independence.

 

Non-Audit Related Fees FYE 02/29/2020
Registrant N/A
Registrant’s Investment Adviser N/A

 

Item 5. Audit Committee of Listed Registrants.

 

The registrant is an issuer as defined in Rule 10A-3 under the Securities Exchange Act of 1934, (the “Act”) and has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Act. The independent members of the committee are as follows: David A. Massart, Leonard M. Rush and Janet D. Olsen.

 

Item 6. Investments.

 

Schedule of Investments is included as part of the report to shareholders filed under Item 1 of this Form.

 

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

 

Not applicable to open-end investment companies.

 

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

 

Not applicable to open-end investment companies.

 

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

 

Not applicable to open-end investment companies.

 

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

 

There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant’s board of trustees.

 

 

 

Item 11. Controls and Procedures.

 

(a) The Registrant’s President (principal executive officer) and Treasurer (principal financial officer) have reviewed the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) as of a date within 90 days of the filing of this report, as required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934. Based on their review, such officers have concluded that the disclosure controls and procedures are effective in ensuring that information required to be disclosed in this report is appropriately recorded, processed, summarized and reported and made known to them by others within the Registrant and by the Registrant’s service provider.

 

(b) There were no changes in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the first fiscal half-year of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting.

 

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

 

Not applicable to open-end investment companies.

 

Item 13. Exhibits.

 

(a) (1) Any code of ethics or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy Item 2 requirements through filing an exhibit. Not Applicable.

 

(2) A separate certification for each principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.

 

(3) Any written solicitation to purchase securities under Rule 23c-1 under the Act sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons. Not applicable to open-end investment companies.

 

(4) Change in the registrant’s independent public accountant. There was no change in the registrant’s independent public accountant for the period covered by this report.

 

(b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Furnished herewith.

 

 

SIGNATURES

 

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

 

(Registrant) ETF Series Solutions  
     
By (Signature and Title)* /s/ Kristina R. Nelson  
  Kristina R. Nelson, President (principal executive officer)  
     
Date 4/28/2020  

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By (Signature and Title)* /s/ Kristina R. Nelson  
  Kristina R. Nelson, President (principal executive officer)  
     
Date 4/28/2020  
     
By (Signature and Title)* /s/ Kristen M. Weitzel  
  Kristen M. Weitzel, Treasurer (principal financial officer)  
     
Date 4/28/2020  

 

* Print the name and title of each signing officer under his or her signature.

 

 

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