|
(a)
|
|
|
Page
|
|
|
Letter to Shareholders
|
1
|
|
Performance Summary
|
3
|
|
Portfolio Allocation
|
5
|
|
Schedule of Investments
|
6
|
|
Statement of Assets and Liabilities
|
11
|
|
Statement of Operations
|
12
|
|
Statements of Changes in Net Assets
|
13
|
|
Financial Highlights
|
14
|
|
Notes to Financial Statements
|
15
|
|
Report of Independent Registered Public Accounting Firm
|
25
|
|
Trustees and Officers
|
26
|
|
Expense Example
|
28
|
|
Approval of Advisory Agreement & Board Considerations
|
29
|
|
Review of Liquidity Risk Management Program
|
32
|
|
Federal Tax Information
|
33
|
|
Information About Portfolio Holdings
|
33
|
|
Information About Proxy Voting
|
33
|
|
Frequency Distribution of Premiums and Discounts
|
33
|
|
Average Annual Returns
|
One
|
Since
|
|
February 28, 2021
|
Year
|
Inception(1)
|
|
PPTY – U.S. Diversified Real Estate ETF – NAV
|
4.67%
|
10.35%
|
|
PPTY – U.S. Diversified Real Estate ETF – Market
|
5.09%
|
10.46%
|
|
USREX – U.S. Diversified Real Estate Index(2)(3)
|
5.10%
|
10.60%
|
|
MSCI US REIT Gross Index(2)(4)
|
3.36%
|
9.24%
|
|
(1)
|
Inception date is March 26, 2018.
|
|
(2)
|
Indexes are unmanaged statistical composites and their returns do not include fees an investor would pay to purchase the securities they represent. Such costs would lower performance. It is
not possible to invest directly in an index.
|
|
(3)
|
The index is designed to use stable geographic and property type targets to provide diversified exposure to U.S. real estate. The index is designed to provide diversification by property type
and location.
|
|
(4)
|
The MSCI US REIT Gross Index is a free float-adjusted market capitalization weighted index that is comprised of equity Real Estate Investment Trusts (REITs). REITs are companies that in most
cases own and operate income producing real estate assets.
|
|
Percentage of
|
|||||
|
Sector
|
Net Assets
|
||||
|
Residential REITs
|
21.3
|
%
|
|||
|
Office REITs
|
17.2
|
%
|
|||
|
Retail REITs
|
14.3
|
%
|
|||
|
Industrial REITs
|
12.2
|
%
|
|||
|
Diversified REITs
|
10.3
|
%
|
|||
|
Specialized REITs
|
8.4
|
%
|
|||
|
Health Care REITs
|
7.2
|
%
|
|||
|
Hotels, Resorts & Cruise Lines
|
5.6
|
%
|
|||
|
Hotel & Resort REITs
|
3.1
|
%
|
|||
|
Health Care Facilities
|
0.3
|
%
|
|||
|
Short-Term Investments
|
0.1
|
%
|
|||
|
Investments Purchased with Proceeds from Securities Lending
|
15.9
|
%
|
|||
|
Liabilities in Excess of Other Assets
|
(15.9
|
)%
|
|||
|
Total
|
100.0
|
%
|
|||
|
Shares
|
Security Description
|
Value
|
|||||
|
COMMON STOCKS – 99.9%
|
|||||||
|
Health Care Facilities – 0.3%
|
|||||||
|
4,952
|
National HealthCare Corporation
|
$
|
344,412
|
||||
|
Hotels, Resorts & Cruise Lines – 5.6%
|
|||||||
|
5,524
|
Choice Hotels International, Inc. (a)
|
579,302
|
|||||
|
14,388
|
Extended Stay America, Inc.
|
231,503
|
|||||
|
16,231
|
Hilton Worldwide Holdings, Inc.
|
2,007,450
|
|||||
|
9,450
|
Hyatt Hotels Corporation – Class A (a)
|
831,128
|
|||||
|
17,165
|
Marriott International, Inc.
|
2,541,621
|
|||||
|
10,300
|
Wyndham Hotels & Resorts, Inc.
|
672,384
|
|||||
|
6,863,388
|
|||||||
|
Diversified REITs – 10.3%
|
|||||||
|
14,031
|
Alexander & Baldwin, Inc.
|
245,122
|
|||||
|
57,623
|
American Assets Trust, Inc.
|
1,790,922
|
|||||
|
64,705
|
Armada Hoffler Properties, Inc.
|
835,342
|
|||||
|
10,494
|
Empire State Realty Trust, Inc. (a)
|
115,539
|
|||||
|
38,666
|
Essential Properties Realty Trust, Inc.
|
897,051
|
|||||
|
12,300
|
PS Business Parks, Inc.
|
1,781,778
|
|||||
|
126,907
|
VEREIT, Inc.
|
4,949,373
|
|||||
|
37,236
|
Washington Real Estate Investment Trust
|
838,555
|
|||||
|
15,070
|
WP Carey, Inc.
|
1,032,898
|
|||||
|
12,486,580
|
|||||||
|
Health Care REITs – 7.2%
|
|||||||
|
17,145
|
CareTrust REIT, Inc.
|
380,276
|
|||||
|
7,231
|
Community Healthcare Trust, Inc.
|
316,935
|
|||||
|
16,457
|
Healthcare Realty Trust, Inc.
|
474,949
|
|||||
|
22,448
|
Healthcare Trust of America, Inc. (a)
|
609,688
|
|||||
|
38,368
|
Healthpeak Properties, Inc. (a)
|
1,116,125
|
|||||
|
9,349
|
LTC Properties, Inc.
|
382,468
|
|||||
|
21,670
|
Medical Properties Trust, Inc.
|
467,855
|
|||||
|
6,977
|
National Health Investors, Inc.
|
476,320
|
|||||
|
18,265
|
Omega Healthcare Investors, Inc. (a)
|
678,362
|
|||||
|
27,474
|
Physicians Realty Trust (a)
|
467,058
|
|||||
|
10,124
|
Sabra Health Care REIT, Inc. (a)
|
174,335
|
|||||
|
22,849
|
Ventas, Inc.
|
1,208,712
|
|||||
|
29,017
|
Welltower, Inc. (a)
|
1,970,254
|
|||||
|
8,723,337
|
|||||||
|
Shares
|
Security Description
|
Value
|
|||||
|
COMMON STOCKS – 99.9% (Continued)
|
|||||||
|
Hotel & Resort REITs – 3.1%
|
|||||||
|
38,735
|
Apple Hospitality REIT, Inc.
|
$
|
551,974
|
||||
|
51,261
|
DiamondRock Hospitality Company (b)
|
518,761
|
|||||
|
58,922
|
Host Hotels & Resorts, Inc.
|
977,516
|
|||||
|
6,020
|
Pebblebrook Hotel Trust (a)
|
136,413
|
|||||
|
8,763
|
Ryman Hospitality Properties, Inc.
|
677,292
|
|||||
|
14,088
|
Summit Hotel Properties, Inc.
|
145,811
|
|||||
|
42,598
|
Sunstone Hotel Investors, Inc.
|
562,720
|
|||||
|
7,872
|
Xenia Hotels & Resorts, Inc. (a)
|
157,204
|
|||||
|
3,727,691
|
|||||||
|
Industrial REITs – 12.2%
|
|||||||
|
3,307
|
Americold Realty Trust
|
115,877
|
|||||
|
36,258
|
Duke Realty Corporation
|
1,423,127
|
|||||
|
6,515
|
EastGroup Properties, Inc.
|
886,757
|
|||||
|
19,412
|
First Industrial Realty Trust, Inc.
|
829,087
|
|||||
|
2,083
|
Innovative Industrial Properties, Inc. (a)
|
406,185
|
|||||
|
121,021
|
Lexington Realty Trust
|
1,297,345
|
|||||
|
63,925
|
Monmouth Real Estate Investment Corporation
|
1,107,181
|
|||||
|
44,629
|
Prologis, Inc.
|
4,421,394
|
|||||
|
2,094
|
Rexford Industrial Realty, Inc.
|
99,926
|
|||||
|
43,417
|
STAG Industrial, Inc.
|
1,369,806
|
|||||
|
52,457
|
Terreno Realty Corporation
|
2,939,690
|
|||||
|
14,896,375
|
|||||||
|
Office REITs – 17.2%
|
|||||||
|
15,989
|
Alexandria Real Estate Equities, Inc.
|
2,553,283
|
|||||
|
21,382
|
Boston Properties, Inc.
|
2,119,598
|
|||||
|
10,478
|
Brandywine Realty Trust
|
128,146
|
|||||
|
8,406
|
Columbia Property Trust, Inc.
|
118,693
|
|||||
|
45,995
|
Corporate Office Properties Trust (a)
|
1,195,870
|
|||||
|
41,304
|
Cousins Properties, Inc. (a)
|
1,385,336
|
|||||
|
38,015
|
Douglas Emmett, Inc.
|
1,244,991
|
|||||
|
141,965
|
Easterly Government Properties, Inc. (a)
|
3,120,390
|
|||||
|
34,434
|
Equity Commonwealth
|
971,383
|
|||||
|
54,306
|
Highwoods Properties, Inc.
|
2,170,068
|
|||||
|
51,971
|
Hudson Pacific Properties, Inc. (a)
|
1,329,938
|
|||||
|
7,458
|
JBG SMITH Properties
|
236,792
|
|||||
|
Shares
|
Security Description
|
Value
|
|||||
|
COMMON STOCKS – 99.9% (Continued)
|
|||||||
|
Office REITs – 17.2% (Continued)
|
|||||||
|
33,034
|
Kilroy Realty Corporation (a)
|
$
|
2,096,338
|
||||
|
90,026
|
Piedmont Office Realty Trust, Inc.
|
1,535,844
|
|||||
|
8,758
|
SL Green Realty Corporation (a)
|
604,915
|
|||||
|
2,597
|
Vornado Realty Trust
|
111,515
|
|||||
|
20,923,100
|
|||||||
|
Residential REITs – 21.3%
|
|||||||
|
14,192
|
American Campus Communities, Inc. (a)
|
581,304
|
|||||
|
100,938
|
American Homes 4 Rent – Class A (a)
|
3,143,209
|
|||||
|
26,337
|
AvalonBay Communities, Inc. (a)
|
4,628,727
|
|||||
|
16,232
|
Camden Property Trust
|
1,690,563
|
|||||
|
16,341
|
Centerspace
|
1,121,483
|
|||||
|
17,301
|
Equity LifeStyle Properties, Inc.
|
1,066,607
|
|||||
|
57,031
|
Equity Residential (a)
|
3,730,398
|
|||||
|
9,118
|
Essex Property Trust, Inc.
|
2,323,175
|
|||||
|
8,651
|
Independence Realty Trust, Inc.
|
121,460
|
|||||
|
38,824
|
Invitation Homes, Inc.
|
1,131,331
|
|||||
|
19,962
|
Mid-America Apartment Communities, Inc.
|
2,689,480
|
|||||
|
8,589
|
Sun Communities, Inc.
|
1,305,099
|
|||||
|
58,853
|
UDR, Inc.
|
2,422,978
|
|||||
|
25,955,814
|
|||||||
|
Retail REITs – 14.3%
|
|||||||
|
10,134
|
Acadia Realty Trust
|
191,634
|
|||||
|
12,017
|
Agree Realty Corporation (a)
|
775,818
|
|||||
|
822
|
Alexander’s, Inc.
|
222,852
|
|||||
|
6,559
|
Brixmor Property Group, Inc.
|
129,081
|
|||||
|
23,054
|
Federal Realty Investment Trust (a)
|
2,332,372
|
|||||
|
43,668
|
Getty Realty Corporation
|
1,221,831
|
|||||
|
81,602
|
Kimco Realty Corporation
|
1,495,765
|
|||||
|
6,701
|
Kite Realty Group Trust
|
128,458
|
|||||
|
30,105
|
National Retail Properties, Inc.
|
1,319,803
|
|||||
|
1,909
|
Realty Income Corporation
|
115,036
|
|||||
|
36,234
|
Regency Centers Corporation
|
1,984,898
|
|||||
|
105,585
|
Retail Opportunity Investments Corporation
|
1,669,299
|
|||||
|
12,120
|
Retail Properties of America, Inc.
|
127,624
|
|||||
|
3,754
|
Saul Centers, Inc.
|
132,967
|
|||||
|
Shares
|
Security Description
|
Value
|
|||||
|
COMMON STOCKS – 99.9% (Continued)
|
|||||||
|
Retail REITs – 14.3% (Continued)
|
|||||||
|
11,098
|
Simon Property Group, Inc.
|
$
|
1,253,186
|
||||
|
72,456
|
SITE Centers Corporation
|
966,563
|
|||||
|
25,931
|
Spirit Realty Capital, Inc.
|
1,115,552
|
|||||
|
87,761
|
Urstadt Biddle Properties, Inc. – Class A
|
1,414,707
|
|||||
|
30,163
|
Weingarten Realty Investors
|
765,839
|
|||||
|
17,363,285
|
|||||||
|
Specialized REITs – 8.4%
|
|||||||
|
6,030
|
CoreSite Realty Corporation
|
733,911
|
|||||
|
8,491
|
CubeSmart
|
313,827
|
|||||
|
13,745
|
CyrusOne, Inc. (a)
|
902,084
|
|||||
|
17,380
|
Digital Realty Trust, Inc.
|
2,341,608
|
|||||
|
4,736
|
Equinix, Inc.
|
3,070,539
|
|||||
|
4,509
|
Extra Space Storage, Inc.
|
566,781
|
|||||
|
3,525
|
Life Storage, Inc.
|
295,748
|
|||||
|
6,133
|
National Storage Affiliates Trust
|
236,427
|
|||||
|
4,253
|
Public Storage
|
994,947
|
|||||
|
11,734
|
QTS Realty Trust, Inc. – Class A (a)
|
728,916
|
|||||
|
10,184,788
|
|||||||
|
TOTAL COMMON STOCKS
|
|||||||
|
(Cost $106,772,019)
|
121,468,770
|
||||||
|
Principal
|
|||||||
|
Amount
|
|||||||
|
SHORT-TERM INVESTMENTS – 0.1%
|
|||||||
|
Money Market Deposit Account – 0.1%
|
|||||||
|
$
|
101,221
|
U.S. Bank Money Market
|
|||||
|
Deposit Account, 0.004% (c)
|
101,221
|
||||||
|
TOTAL SHORT-TERM INVESTMENTS
|
|||||||
|
(Cost $101,221)
|
101,221
|
||||||
|
Units
|
Security Description
|
Value
|
|||||
|
INVESTMENTS PURCHASED WITH PROCEEDS
|
|||||||
|
FROM SECURITIES LENDING – 15.9%
|
|||||||
|
Private Funds – 15.9%
|
|||||||
|
19,418,630
|
Mount Vernon Liquid Assets
|
||||||
|
Portfolio, LLC, 0.130% (d)(e)
|
$
|
19,418,630
|
|||||
|
TOTAL INVESTMENTS PURCHASED WITH
|
|||||||
|
PROCEEDS FROM SECURITIES LENDING
|
|||||||
|
(Cost $19,418,630)
|
19,418,630
|
||||||
|
TOTAL INVESTMENTS – 115.9%
|
|||||||
|
(Cost $126,291,870)
|
140,988,621
|
||||||
|
Liabilities in Excess of Other Assets – (15.9)%
|
(19,362,963
|
)
|
|||||
|
NET ASSETS – 100.0%
|
$
|
121,625,658
|
|||||
|
(a)
|
All or portion of this security is out on loan as of February 28, 2021. Total value of securities out on loan is $18,716,030 or 15.4% of net assets.
|
|
(b)
|
Non-income producing security.
|
|
(c)
|
The Money Market Deposit Account (the “MMDA”) is a short-term investment vehicle in which the Fund holds cash balances. The MMDA will bear interest at a variable rate that is determined based on
conditions and may change daily and by any amount. The rate shown is as of February 28, 2021.
|
|
(d)
|
Annualized seven-day yield as of February 28, 2021.
|
|
(e)
|
Privately offered liquidity fund. See Note 2 in Notes to Financial Statements.
|
|
ASSETS
|
||||
|
Investments in Securities, at Value*+
|
$
|
140,988,621
|
||
|
Receivable for Capital Shares Sold
|
1,520,315
|
|||
|
Receivable for Investment Securities Sold
|
3,081,961
|
|||
|
Interest and Dividends Receivable
|
102,592
|
|||
|
Securities Lending Income Receivable
|
985
|
|||
|
Total Assets
|
145,694,474
|
|||
|
LIABILITIES
|
||||
|
Payable for Investment Securities Purchased
|
1,518,002
|
|||
|
Payable for Capital Shares Redeemed
|
3,086,670
|
|||
|
Management Fees Payable, Net of Waiver
|
45,514
|
|||
|
Collateral Received for Securities Loaned (See Note 4)
|
19,418,630
|
|||
|
Total Liabilities
|
24,068,816
|
|||
|
NET ASSETS
|
$
|
121,625,658
|
||
|
NET ASSETS CONSIST OF:
|
||||
|
Paid-in Capital
|
$
|
114,857,371
|
||
|
Total Distributable Earnings (Accumulated Deficit)
|
6,768,287
|
|||
|
Net Assets
|
$
|
121,625,658
|
||
|
Net Asset Value (unlimited shares authorized):
|
||||
|
Net Assets
|
$
|
121,625,658
|
||
|
Shares Outstanding (No Par Value)
|
4,000,000
|
|||
|
Net Asset Value, Offering and Redemption Price per Share
|
$
|
30.41
|
||
|
* Identified Cost:
|
||||
|
Investments in Securities
|
$
|
126,291,870
|
||
|
+ Includes loaned securities with a value of
|
$
|
18,716,030
|
||
|
INVESTMENT INCOME
|
||||
|
Dividends
|
$
|
2,503,685
|
||
|
Securities Lending Income (See Note 4)
|
5,281
|
|||
|
Interest
|
202
|
|||
|
Total Investment Income
|
2,509,168
|
|||
|
EXPENSES
|
||||
|
Management Fees
|
551,038
|
|||
|
Total Expenses
|
551,038
|
|||
|
Fees Waived by Adviser (See Note 3)
|
(41,588
|
)
|
||
|
Net Expenses
|
509,450
|
|||
|
Net Investment Income (Loss)
|
1,999,718
|
|||
|
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
|
||||
|
Net Realized Gain (Loss) on:
|
||||
|
Investments in Securities
|
(6,389,664
|
)
|
||
|
Net Change in Unrealized Appreciation (Depreciation) of:
|
||||
|
Investments in Securities
|
8,414,707
|
|||
|
Net Realized and Unrealized Gain (Loss) on Investments
|
2,025,043
|
|||
|
NET INCREASE (DECREASE) IN NET ASSETS
|
||||
|
RESULTING FROM OPERATIONS
|
$
|
4,024,761
|
||
|
Year Ended
|
Year Ended
|
|||||||
|
February 28, 2021
|
February 29, 2020
|
|||||||
|
OPERATIONS
|
||||||||
|
Net Investment Income (Loss)
|
$
|
1,999,718
|
$
|
2,439,649
|
||||
|
Net Realized Gain (Loss) on Investments
|
(6,389,664
|
)
|
4,783,288
|
|||||
|
Change in Unrealized Appreciation
|
||||||||
|
(Depreciation) of Investments
|
8,414,707
|
(590,328
|
)
|
|||||
|
Net Increase (Decrease) in Net Assets
|
||||||||
|
Resulting from Operations
|
4,024,761
|
6,632,609
|
||||||
|
DISTRIBUTIONS TO SHAREHOLDERS
|
||||||||
|
Net Distributions to Shareholders
|
(1,999,718
|
)
|
(2,707,361
|
)
|
||||
|
Return of Capital
|
(1,870,007
|
)
|
(1,288,826
|
)
|
||||
|
Total Distributions to Shareholders
|
(3,869,725
|
)
|
(3,996,187
|
)
|
||||
|
CAPITAL SHARE TRANSACTIONS
|
||||||||
|
Proceeds from Shares Sold
|
21,559,155
|
35,236,370
|
||||||
|
Payments for Shares Redeemed
|
(19,324,310
|
)
|
(23,852,125
|
)
|
||||
|
Transaction Fees (Note 5)
|
—
|
2
|
||||||
|
Net Increase (Decrease) in
|
||||||||
|
Net Assets Derived from
|
||||||||
|
Capital Share Transactions(a)
|
2,234,845
|
11,384,247
|
||||||
|
Net Increase (Decrease) in Net Assets
|
$
|
2,389,881
|
$
|
14,020,669
|
||||
|
NET ASSETS
|
||||||||
|
Beginning of Year
|
$
|
119,235,777
|
$
|
105,215,108
|
||||
|
End of Year
|
$
|
121,625,658
|
$
|
119,235,777
|
||||
|
(a)
|
Summary of capital share transactions is as follows:
|
|
Shares
|
Shares
|
||||||||
|
Shares Sold
|
800,000
|
1,100,000
|
|||||||
|
Shares Redeemed
|
(750,000
|
)
|
(750,000
|
)
|
|||||
|
Net Increase (Decrease)
|
50,000
|
350,000
|
|||||||
|
Year Ended
|
Year Ended
|
Period Ended
|
||||||||||
|
February 28,
|
February 29,
|
February 28,
|
||||||||||
|
2021
|
2020
|
2019(a)
|
||||||||||
|
Net Asset Value, Beginning of Year/Period
|
$
|
30.19
|
$
|
29.23
|
$
|
25.00
|
||||||
|
INCOME (LOSS) FROM
|
||||||||||||
|
INVESTMENT OPERATIONS:
|
||||||||||||
|
Net Investment Income (Loss)(b)
|
0.52
|
0.65
|
0.58
|
|||||||||
|
Net Realized and Unrealized
|
||||||||||||
|
Gain (Loss) on Investments
|
0.70
|
(g)
|
1.38
|
4.21
|
||||||||
|
Total from Investment Operations
|
1.22
|
2.03
|
4.79
|
|||||||||
|
LESS DISTRIBUTIONS:
|
||||||||||||
|
From Net Investment Income
|
(0.52
|
)
|
(0.67
|
)
|
(0.48
|
)
|
||||||
|
From Net Realized Gains
|
—
|
(0.05
|
)
|
(0.08
|
)
|
|||||||
|
From Return of Capital
|
(0.48
|
)
|
(0.35
|
)
|
—
|
|||||||
|
Total Distributions
|
(1.00
|
)
|
(1.07
|
)
|
(0.56
|
)
|
||||||
|
CAPITAL SHARES TRANSACTIONS:
|
||||||||||||
|
Transaction Fees (See Note 7)
|
—
|
—
|
(c)
|
—
|
(c)
|
|||||||
|
Net Asset Value, End of Year/Period
|
$
|
30.41
|
$
|
30.19
|
$
|
29.23
|
||||||
|
Total Return
|
4.67
|
%
|
6.86
|
%
|
19.32
|
%(d)
|
||||||
|
SUPPLEMENTAL DATA:
|
||||||||||||
|
Net Assets at End of Year/Period (000’s)
|
$
|
121,626
|
$
|
119,236
|
$
|
105,215
|
||||||
|
RATIOS TO AVERAGE NET ASSETS:
|
||||||||||||
|
Expenses to Average Net Assets
|
||||||||||||
|
(Before Management Fees Waived)
|
0.53
|
%
|
0.53
|
%
|
0.53
|
%(e)
|
||||||
|
Expenses to Average Net Assets
|
||||||||||||
|
(After Management Fees Waived)
|
0.49
|
%
|
0.53
|
%
|
0.53
|
%(e)
|
||||||
|
Net Investment Income
|
||||||||||||
|
to Average Net Assets
|
||||||||||||
|
(Before Management Fees Waived)
|
1.88
|
%
|
2.05
|
%
|
2.26
|
%(e)
|
||||||
|
Net Investment Income
|
||||||||||||
|
to Average Net Assets
|
||||||||||||
|
(After Management Fees Waived)
|
1.92
|
%
|
2.05
|
%
|
2.26
|
%(e)
|
||||||
|
Portfolio Turnover Rate(f)
|
42
|
%
|
18
|
%
|
22
|
%(d)
|
||||||
|
(a)
|
Commencement of operations on March 26, 2018.
|
|
(b)
|
Calculated based on average shares outstanding during the period.
|
|
(c)
|
Less than $0.005.
|
|
(d)
|
Not annualized.
|
|
(e)
|
Annualized.
|
|
(f)
|
Excludes impact of in-kind transactions.
|
|
(g)
|
Realized and unrealized gains and losses per share in this caption are balancing amounts necessary to reconcile the change in net asset value per share for this period, and may not reconcile
with the aggregate gains and losses in the Statement of Operations due to share transactions for the period.
|
|
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 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.
|
|
Investments in mutual funds, including money market funds, are valued at their net asset value (“NAV”) per share.
|
|
Units of Mount Vernon Liquid Assets Portfolio are not traded on an exchange and are valued at the investment company’s NAV per share as provided by its administrator. These shares are generally
classified as Level 2 instruments.
|
|
|
Deposit accounts are valued at acquisition cost, which approximates fair value.
|
|
|
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.
|
|
|
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:
|
|
Description^
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
|
Common Stocks
|
$
|
121,468,770
|
$
|
—
|
$
|
—
|
$
|
121,468,770
|
|||||||||
|
Short-Term Investments
|
101,221
|
—
|
—
|
101,221
|
|||||||||||||
|
Investments Purchased
|
|||||||||||||||||
|
with Proceeds from
|
|||||||||||||||||
|
Securities Lending
|
—
|
19,418,630
|
—
|
19,418,630
|
|||||||||||||
|
Total Investments
|
|||||||||||||||||
|
in Securities
|
$
|
121,569,991
|
$
|
19,418,630
|
$
|
—
|
$
|
140,988,621
|
|||||||||
|
^ See Schedule of Investments for sector breakouts.
|
|||||||||||||||||
|
During the current fiscal period, the Fund did not recognize any transfers into or out of Level 3.
|
|
|
B.
|
Federal Income Taxes. The Fund’s policy is to comply with the provisions 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 various 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 from
sales of securities are determined on a specific identification basis. Dividend income is recorded on the ex-dividend date. Interest income is recorded on an accrual basis.
|
|
Distributions received from the Fund’s investments in real estate investment trusts (“REIT”) 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 a 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 the Fund’s shareholders may represent a return of capital.
|
|
|
D.
|
Distributions to Shareholders. Distributions to shareholders from net investment income for the Fund are declared and paid by the Fund on a quarterly
basis and distributions from net realized gains on securities are normally declared and paid on an annual basis. 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 and 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 for 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,
Inc. (“NYSE”) is closed for trading. The offering and redemption price per share for 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.
|
|
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. The permanent differences are primarily due to differing book and tax treatments for in-kind transactions. During the fiscal year ended
February 28, 2021, the following table shows the reclassifications made:
|
|
Distributable Earnings
|
|||
|
(Accumulated Deficit)
|
Paid-In Capital
|
||
|
$(508,031)
|
$508,031
|
|
During the fiscal year ended February 28, 2021, the Fund realized $508,031 of net capital gains/(losses) resulting from in-kind redemptions, in which shareholders exchanged Fund shares for
securities held by the Fund rather than for cash. Because such gains/(losses) are not taxable to the Fund, and gains 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. There were no 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.
|
|
Purchases
|
Sales
|
||
|
$43,453,609
|
$43,882,608
|
|
Purchases
|
Sales
|
||
|
$21,464,235
|
$19,287,320
|
|
Tax cost of investments
|
$
|
127,494,641
|
||
|
Gross tax unrealized appreciation
|
17,457,600
|
|||
|
Gross tax unrealized depreciation
|
(3,963,620
|
)
|
||
|
Net tax unrealized appreciation/(depreciation)
|
13,493,980
|
|||
|
Undistributed ordinary income
|
—
|
|||
|
Undistributed long-term capital gain
|
—
|
|||
|
Other accumulated gain/(loss)
|
(6,725,693
|
)
|
||
|
Distributable earnings/(accumulated deficit)
|
$
|
6,768,287
|
|
Short-Term
|
Long-Term
|
Expires
|
||
|
$2,701,192
|
$4,024,501
|
Indefinite
|
|
Ordinary Income
|
Return of Capital
|
||
|
$1,999,718
|
$1,870,007
|
|
Ordinary Income
|
Return of Capital
|
Long Term Capital Gains
|
||
|
$2,502,526
|
$1,288,826
|
$204,835
|
|
Term of
|
Number of
|
Other
|
|||
|
Position
|
Office
|
Portfolios
|
Directorships
|
||
|
Held
|
and
|
in Fund
|
Held by
|
||
|
Name
|
with
|
Length
|
Complex
|
Trustee
|
|
|
and Year
|
the
|
of Time
|
Principal Occupation(s)
|
Overseen by
|
During Past
|
|
of Birth
|
Trust
|
Served
|
During Past 5 Years
|
Trustee
|
5 Years
|
|
Independent Trustees
|
|||||
|
Leonard M.
|
Lead
|
Indefinite
|
Retired; formerly Chief
|
47
|
Independent
|
|
Rush, CPA
|
Indepen-
|
term;
|
Financial Officer,
|
Trustee,
|
|
|
Born: 1946
|
dent
|
since 2012
|
Robert W. Baird & Co.
|
Managed
|
|
|
Trustee
|
Incorporated (wealth
|
Portfolio Series
|
|||
|
and Audit
|
management firm)
|
(33 portfolios)
|
|||
|
Committee
|
(2000–2011).
|
(since 2011).
|
|||
|
Chairman
|
|||||
|
David A. Massart
|
Trustee
|
Indefinite
|
Co-Founder, President,
|
47
|
Independent
|
|
Born: 1967
|
term;
|
and Chief Investment
|
Trustee,
|
||
|
since 2012
|
Strategist, Next Generation
|
Managed
|
|||
|
Wealth Management, Inc.
|
Portfolio Series
|
||||
|
(since 2005).
|
(33 portfolios)
|
||||
|
(since 2011).
|
|||||
|
Janet D. Olsen
|
Trustee
|
Indefinite
|
Retired; formerly Managing
|
47
|
Independent
|
|
Born: 1956
|
term;
|
Director and General Counsel,
|
Trustee,
|
||
|
since 2018
|
Artisan Partners Limited
|
PPM Funds
|
|||
|
Partnership (investment adviser)
|
(3 portfolios)
|
||||
|
(2000–2013); Executive Vice
|
(since 2018).
|
||||
|
President and General Counsel,
|
|||||
|
Artisan Partners Asset
|
|||||
|
Management Inc. (2012–2013);
|
|||||
|
Vice President and General
|
|||||
|
Counsel, Artisan Funds, Inc.
|
|||||
|
(investment company)
|
|||||
|
(2001–2012).
|
|||||
|
Interested Trustee
|
|||||
|
Michael A. Castino
|
Trustee
|
Indefinite
|
Senior Vice President, U.S.
|
47
|
None
|
|
Born: 1967
|
and
|
term;
|
Bancorp Fund Services, LLC
|
||
|
Chairman
|
Trustee
|
(since 2013); Managing Director
|
|||
|
since 2014;
|
of Index Services, Zacks
|
||||
|
Chairman
|
Investment Management
|
||||
|
since 2013
|
(2011–2013).
|
|
Term of
|
|||
|
Office
|
|||
|
and
|
|||
|
Name
|
Position(s)
|
Length
|
|
|
and Year
|
Held with
|
of Time
|
|
|
of Birth
|
the Trust
|
Served
|
Principal Occupation(s)
|
|
Kristina R. Nelson
|
President
|
Indefinite
|
Senior Vice President, U.S. Bancorp Fund Services, LLC
|
|
Born: 1982
|
term;
|
(since 2020); Vice President, U.S. Bancorp Fund Services,
|
|
|
since 2019
|
LLC (2014–2020).
|
||
|
Michael D. Barolsky
|
Vice
|
Indefinite
|
Senior Vice President, U.S. Bancorp Fund Services, LLC
|
|
Born: 1981
|
President
|
term;
|
(since 2019); Vice President, U.S. Bancorp Fund Services,
|
|
and
|
since 2014
|
LLC (2012-2019); Associate, Thompson Hine LLP
|
|
|
Secretary
|
(other roles
|
(law firm) (2008–2012).
|
|
|
since 2013)
|
|||
|
James R. Butz
|
Chief
|
Indefinite
|
Senior Vice President, U.S. Bancorp Fund Services, LLC
|
|
Born: 1982
|
Compliance
|
term;
|
(since 2015).
|
|
Officer
|
since 2015
|
||
|
Kristen M.
|
Treasurer
|
Indefinite
|
Vice President, U.S. Bancorp Fund Services, LLC
|
|
Weitzel, CPA
|
term;
|
(since 2015); Assistant Vice President, U.S. Bancorp Fund
|
|
|
Born: 1977
|
since 2014
|
Services, LLC (2011–2015); Manager,
|
|
|
(other roles
|
PricewaterhouseCoopers LLP (accounting firm)
|
||
|
since 2013)
|
(2005–2011).
|
||
|
Jessica L. Vorbeck
|
Assistant
|
Indefinite
|
Officer, U.S. Bancorp Fund Services, LLC (since 2018;
|
|
Born: 1984
|
Treasurer
|
term;
|
2014–2017).
|
|
since 2020
|
|||
|
Elizabeth A. Winske
|
Assistant
|
Indefinite
|
Vice President, U.S. Bancorp Fund Services, LLC
|
|
Born: 1983
|
Treasurer
|
term;
|
(since 2020); Assistant Vice President, U.S. Bancorp Fund
|
|
since 2017
|
Services, LLC (2016–2020); Officer, U.S. Bancorp Fund
|
||
|
Services, LLC (2012–2016).
|
|||
|
Jason E. Shlensky
|
Assistant
|
Indefinite
|
Assistant Vice President, U.S. Bancorp Fund Services, LLC
|
|
Born: 1987
|
Treasurer
|
term;
|
(since 2019); Officer, U.S. Bancorp Fund Services, LLC
|
|
since 2019
|
(2014–2019).
|
||
|
Isabella K. Zoller
|
Assistant
|
Indefinite
|
Regulatory Administration Attorney, U.S. Bancorp Fund
|
|
Born: 1994
|
Secretary
|
term;
|
Services, LLC (since 2019), Regulatory Administration
|
|
since 2020
|
Intern, U.S. Bancorp Fund Services, LLC (2018-2019)
|
||
|
and Law Student (2016-2019).
|
|
Beginning
|
Ending
|
||
|
Account
|
Account
|
||
|
Value
|
Value
|
Expenses
|
|
|
September 1,
|
February 28,
|
Paid During
|
|
|
2020
|
2021
|
the Period(a)
|
|
|
Actual
|
$1,000.00
|
$1,139.30
|
$2.60
|
|
Hypothetical (5% annual return
|
|||
|
before expenses)
|
$1,000.00
|
$1,022.36
|
$2.46
|
|
(a)
|
The dollar amounts shown as expenses paid during the period are equal to the annualized net expense ratio, 0.49%, multiplied by the average account value during the period, multiplied by
181/365, to reflect the one-half year period. See Note 3.
|
|
(b)
|
Not applicable.
|
|
FYE 2/28/2021
|
FYE 2/29/2020
|
|
|
Audit Fees
|
$14,500
|
$14,500
|
|
Audit-Related Fees
|
N/A
|
N/A
|
|
Tax Fees
|
$4,500
|
$4,500
|
|
All Other Fees
|
N/A
|
N/A
|
|
FYE 2/28/2021
|
FYE 2/29/2020
|
|
|
Audit-Related Fees
|
0%
|
0%
|
|
Tax Fees
|
0%
|
0%
|
|
All Other Fees
|
0%
|
0%
|
|
FYE 2/28/2021
|
FYE 2/29/2020
|
|
|
Non-Audit Related Fees
|
0%
|
0%
|
|
Registrant
|
0%
|
0%
|
|
Registrant’s Investment Adviser
|
0%
|
0%
|
|
(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 period covered by this report that have materially affected, or are reasonably
likely to materially affect, the Registrant's internal control over financial reporting.
|
|
(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.
|
|
1.
|
I have reviewed this report on Form N-CSR of ETF Series Solutions;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects
the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined
in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:
|
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and
|
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during 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; and
|
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of
directors (or persons performing the equivalent functions):
|
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control
over financial reporting.
|
|
Date: 4/28/2021
|
/s/Kristina R. Nelson
Kristina R. Nelson
President (principal executive officer)
ETF Series Solutions |
|
1.
|
I have reviewed this report on Form N-CSR of ETF Series Solutions;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects
the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined
in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:
|
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and
|
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during 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; and
|
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of
directors (or persons performing the equivalent functions):
|
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control
over financial reporting.
|
|
Date: 4/28/2021
|
/s/Kristen M. Weitzel
Kristen M. Weitzel
Treasurer (principal financial officer)
ETF Series Solutions
|
|
/s/Kristina R. Nelson
Kristina R. Nelson
President (principal executive officer)
ETF Series Solutions
|
/s/Kristen M. Weitzel
Kristen M. Weitzel
Treasurer (principal financial officer)
ETF Series Solutions
|
|
Dated: 4/28/2021
|
Dated: 4/28/2021
|