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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)
414-516-1645
Registrant’s telephone number, including area
code
Date of fiscal year end: February
28
Date of reporting period: February
28, 2025
Item 1. Reports to Stockholders.
|
|
|
|
|
U.S. Diversified Real Estate ETF
|
|
|
PPTY (Principal U.S. Listing Exchange: NYSE)
|
|
Annual Shareholder Report | February 28, 2025
|
This annual shareholder report contains important information about the U.S. Diversified Real Estate ETF for the period of March 1, 2024 to February 28, 2025. You can find additional information about the Fund at https://videntam.com/etf/us-diversified-real-estate-etf/. You can also request this information by contacting us at 1-800-617-0004.
WHAT WERE THE FUND COSTS FOR THE PAST YEAR? (based on a hypothetical $10,000 investment)
|
|
|
|
Fund Name
|
Costs of a $10,000 investment
|
Costs paid as a percentage of a $10,000 investment
|
|
U.S. Diversified Real Estate ETF
|
$57
|
0.53%
|
HOW DID THE FUND PERFORM LAST YEAR AND WHAT AFFECTED ITS PERFORMANCE?
The U.S. Diversified Real Estate ETF (the “Fund”) seeks to track the total return performance, before fees and expenses, of the USREX - U.S. Diversified Real Estate Index™ (the “Index”). The Index is a passive, rules-based strategy index of U.S. real estate equity that selects companies using proprietary factors that take into account property type, property values, leverage, and location data.
The Fund’s performance was consistent with market trends such as overperformance of health care related real estate (represented by Welltower, Inc.) and underperformance in technology and office sectors (represented by DigitalBridge Group, Inc. and Kilroy Realty Corporation). The Fund’s absolute performance during its fiscal year was positive but relative to general equity markets it generally underperformed slightly. This was consistent with an environment of relative muted Federal Funds Federal Open Market Committee rate cuts during the Fund’s fiscal year but shifting expectations away from future rate cuts, since real estate is generally considered an interest rate sensitive sector.
|
|
|
Top Contributors
|
|
↑
|
Welltower, Inc.
|
|
↑
|
AvalonBay Communities, Inc.
|
|
↑
|
Four Corners Property Trust, Inc.
|
|
|
|
Top Detractors
|
|
↓
|
Alexandria Real Estate Equities, Inc.
|
|
↓
|
Digitalbridge Group, Inc.
|
|
↓
|
Kilroy Realty Corporation
|
HOW DID THE FUND PERFORM SINCE INCEPTION?*
The $10,000 chart reflects a hypothetical $10,000 investment in the class of shares noted and assumes the maximum sales charge. The chart uses total return NAV performance and assumes reinvestment of dividends and capital gains. Fund expenses, including management fees and other expenses were deducted.
| U.S. Diversified Real Estate ETF
|
PAGE 1
|
TSR-AR-26922A511 |
CUMULATIVE PERFORMANCE (Initial Investment of $10,000)
ANNUAL AVERAGE TOTAL RETURN (%)
|
|
|
|
|
|
1 Year
|
5 Year
|
Since Inception (03/26/2018)
|
|
U.S. Diversified Real Estate ETF NAV
|
15.66
|
5.67
|
7.77
|
|
S&P 500 TR
|
18.41
|
16.85
|
14.24
|
|
USREX - U.S. Diversified Real Estate Index
|
16.37
|
6.28
|
8.26
|
Visit https://videntam.com/etf/us-diversified-real-estate-etf/ for more recent performance information.
| * |
The Fund’s past performance is not a good predictor of how the Fund will perform in the future. The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares.
|
KEY FUND STATISTICS (as of February 28, 2025)
|
|
|
Net Assets
|
$62,824,586
|
|
Number of Holdings
|
90
|
|
Net Advisory Fee
|
$581,627
|
|
Portfolio Turnover
|
22%
|
|
30-Day SEC Yield
|
3.47%
|
|
30-Day SEC Yield Unsubsidized
|
3.47%
|
Visit https://videntam.com/etf/us-diversified-real-estate-etf/ for more recent performance information.
WHAT DID THE FUND INVEST IN? (as of February 28, 2025)
|
|
|
Top 10 Issuers
|
(% of Net Assets)
|
|
Prologis, Inc.
|
4.0%
|
|
AvalonBay Communities, Inc.
|
4.0%
|
|
Equinix, Inc.
|
3.9%
|
|
Four Corners Property Trust, Inc.
|
3.8%
|
|
Digital Realty Trust, Inc.
|
3.3%
|
|
Equity Residential
|
3.1%
|
|
Easterly Government Properties, Inc.
|
3.0%
|
|
Alexandria Real Estate Equities, Inc.
|
3.0%
|
|
Welltower, Inc.
|
2.8%
|
|
Simon Property Group, Inc.
|
2.5%
|
Industry Breakdown (% of Net Assets)
| U.S. Diversified Real Estate ETF
|
PAGE 2
|
TSR-AR-26922A511 |
For additional information about the Fund; including its prospectus, financial information, holdings and proxy information, scan the QR code or visit https://videntam.com/etf/us-diversified-real-estate-etf/.
HOUSEHOLDING
To reduce Fund expenses, only one copy of most shareholder documents may be mailed to shareholders with multiple accounts at the same address (Householding). If you would prefer that your Vident Asset Management documents not be householded, please contact Vident Asset Management at 1-800-617-0004, or contact your financial intermediary. Your instructions will typically be effective within 30 days of receipt by Vident Asset Management or your financial intermediary.
| U.S. Diversified Real Estate ETF
|
PAGE 3
|
TSR-AR-26922A511 |
10000119321275013345163121380514525167991000010672115461515917643162862124625157100001189512782134341654314070148921732917.314.913.613.410.67.15.55.13.88.7
Item 2. Code of Ethics.
The registrant has adopted a code of ethics that applies to the registrant’s
principal executive officer and 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.
A copy of the registrant’s Code of Ethics is filed herewith.
Item 3. Audit Committee Financial
Expert.
The registrant’s board of trustees 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 2/28/2025 |
FYE 2/29/2024 |
| (a) Audit Fees |
$ 15,500 |
$ 15,000 |
| (b) Audit-Related Fees |
N/A |
N/A |
| (c) Tax Fees |
$ 4,500 |
$ 4,500 |
| (d) All Other Fees |
N/A |
N/A |
(e)(1) 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.
(e)(2) 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 2/28/2025 |
FYE 2/29/2024 |
| Audit-Related Fees |
0% |
0% |
| Tax Fees |
0% |
0% |
| All Other Fees |
0% |
0% |
(f) N/A.
(g) 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.
| Non-Audit
Related Fees |
FYE 2/28/2025 |
FYE 2/29/2024 |
| Registrant |
N/A |
N/A |
| Registrant’s Investment Adviser |
N/A |
N/A |
(h) The audit committee of the board of trustees 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.
(i) The registrant has not been identified by the U.S. Securities and Exchange
Commission as having filed an annual report issued by a registered public accounting firm branch or office that is located in a foreign
jurisdiction where the Public Company Accounting Oversight Board is unable to inspect or completely investigate because of a position
taken by an authority in that jurisdiction.
(j) The registrant is not a foreign issuer.
Item 5.
Audit Committee of Listed Registrants.
(a) 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: Leonard M. Rush, David A. Massart, and Janet
D. Olsen.
(b) Not applicable
Item 6.
Investments.
|
(a) |
Schedule of Investments is included within the financial statements filed under Item 7
of this Form. |
Item 7.
Financial Statements and Financial Highlights for Open-End Investment Companies.
U.S.
Diversified Real Estate ETF (Ticker: PPTY)
Annual Financial
Statements and Additional Information
February
28, 2025
TABLE OF CONTENTS
U.S.
Diversified Real Estate ETF
Schedule
of Investments
February
28, 2025
|
|
|
|
|
|
|
|
|
COMMON
STOCKS - 99.8%
|
|
|
|
|
|
|
|
Asset
Management & Custody Banks - 0.5%
|
|
|
|
|
DigitalBridge
Group, Inc. |
|
|
27,878 |
|
|
$316,973
|
|
Data
Center REITs - 7.1%
|
|
|
|
|
|
|
|
Digital
Realty Trust, Inc. |
|
|
13,187 |
|
|
2,061,392
|
|
Equinix,
Inc. |
|
|
2,683 |
|
|
2,427,095
|
|
|
|
|
|
|
|
4,488,487
|
|
Diversified
REITs - 3.8%
|
|
|
|
|
|
|
|
Alexander
& Baldwin, Inc. |
|
|
5,869 |
|
|
106,288
|
|
Armada
Hoffler Properties, Inc. |
|
|
99,168 |
|
|
910,363
|
|
Broadstone
Net Lease, Inc. |
|
|
3,857 |
|
|
64,990
|
|
Empire
State Realty Trust, Inc. - Class A |
|
|
45,955 |
|
|
426,003
|
|
Essential
Properties Realty Trust, Inc. |
|
|
1,936 |
|
|
63,346
|
|
WP
Carey, Inc. |
|
|
13,145 |
|
|
844,040
|
|
|
|
|
|
|
|
2,415,030
|
|
Health
Care Facilities - 0.2%
|
|
|
|
|
|
|
|
National
HealthCare Corporation |
|
|
1,682 |
|
|
156,712
|
|
Health
Care REITs - 10.6%
|
|
|
|
|
|
|
|
Alexandria
Real Estate Equities, Inc. |
|
|
18,290 |
|
|
1,870,336
|
|
American
Healthcare REIT, Inc. |
|
|
8,139 |
|
|
242,461
|
|
CareTrust
REIT, Inc. |
|
|
8,021 |
|
|
207,503
|
|
Community
Healthcare Trust, Inc. |
|
|
3,026 |
|
|
56,707
|
|
Healthcare
Realty Trust, Inc. |
|
|
3,653 |
|
|
62,576
|
|
Healthpeak
Properties, Inc. |
|
|
23,730 |
|
|
485,516
|
|
LTC
Properties, Inc. |
|
|
5,335 |
|
|
186,138
|
|
National
Health Investors, Inc. |
|
|
3,075 |
|
|
220,385
|
|
Omega
Healthcare Investors, Inc. |
|
|
10,041 |
|
|
369,910
|
|
Sabra
Health Care REIT, Inc. |
|
|
12,753 |
|
|
211,827
|
|
Sila
Realty Trust, Inc. |
|
|
7,278 |
|
|
185,007
|
|
Ventas,
Inc. |
|
|
11,819 |
|
|
817,638
|
|
Welltower,
Inc. |
|
|
11,259 |
|
|
1,728,370
|
|
|
|
|
|
|
|
6,644,374
|
|
Hotel
& Resort REITs - 2.0%
|
|
|
|
|
|
|
|
Apple
Hospitality REIT, Inc. |
|
|
15,205 |
|
|
225,186
|
|
DiamondRock
Hospitality Company |
|
|
17,084 |
|
|
140,601
|
|
Host
Hotels & Resorts, Inc. |
|
|
22,516 |
|
|
363,184
|
|
Ryman
Hospitality Properties, Inc. |
|
|
2,783 |
|
|
275,211
|
|
Sunstone
Hotel Investors, Inc. |
|
|
18,388 |
|
|
192,706
|
|
Xenia
Hotels & Resorts, Inc. |
|
|
4,109 |
|
|
55,225
|
|
|
|
|
|
|
|
1,252,113
|
|
Hotels,
Resorts & Cruise Lines - 5.1%
|
|
|
|
|
|
|
|
Choice
Hotels International, Inc. |
|
|
1,865 |
|
|
267,236
|
|
Hilton
Worldwide Holdings, Inc. |
|
|
4,000 |
|
|
1,059,840
|
|
Hyatt
Hotels Corporation - Class A |
|
|
2,434 |
|
|
343,072
|
|
Marriott
International, Inc. - Class A |
|
|
4,426 |
|
|
1,241,271
|
|
Wyndham
Hotels & Resorts, Inc. |
|
|
2,838 |
|
|
307,441
|
|
|
|
|
|
|
|
3,218,860
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Industrial
REITs - 14.9%
|
|
|
|
|
|
|
|
Americold
Realty Trust, Inc. |
|
|
46,847 |
|
|
$1,074,202
|
|
EastGroup
Properties, Inc. |
|
|
5,711 |
|
|
1,044,256
|
|
First
Industrial Realty Trust, Inc. |
|
|
13,140 |
|
|
750,031
|
|
Innovative
Industrial Properties, Inc. |
|
|
13,677 |
|
|
984,060
|
|
LXP
Industrial Trust |
|
|
11,099 |
|
|
99,447
|
|
Prologis,
Inc. |
|
|
20,454 |
|
|
2,534,661
|
|
Rexford
Industrial Realty, Inc. |
|
|
1,507 |
|
|
62,269
|
|
STAG
Industrial, Inc. |
|
|
34,626 |
|
|
1,245,843
|
|
Terreno
Realty Corporation |
|
|
22,877 |
|
|
1,551,518
|
|
|
|
|
|
|
|
9,346,287
|
|
Multi-Family
Residential REITs - 17.3%
|
|
|
|
|
AvalonBay
Communities, Inc. |
|
|
11,065 |
|
|
2,502,682
|
|
Camden
Property Trust |
|
|
8,470 |
|
|
1,050,788
|
|
Centerspace |
|
|
1,004 |
|
|
66,455
|
|
Elme
Communities |
|
|
4,095 |
|
|
71,212
|
|
Equity
Residential |
|
|
26,322 |
|
|
1,952,303
|
|
Essex
Property Trust, Inc. |
|
|
4,414 |
|
|
1,375,270
|
|
Independence
Realty Trust, Inc. |
|
|
54,569 |
|
|
1,189,604
|
|
Mid-America
Apartment Communities, Inc. |
|
|
7,720 |
|
|
1,297,886
|
|
UDR,
Inc. |
|
|
30,536 |
|
|
1,379,616
|
|
|
|
|
|
|
|
10,885,816
|
|
Office
REITs - 13.6%
|
|
|
|
|
|
|
|
BXP,
Inc. |
|
|
9,409 |
|
|
667,380
|
|
COPT
Defense Properties |
|
|
32,639 |
|
|
882,232
|
|
Cousins
Properties, Inc. |
|
|
29,024 |
|
|
880,298
|
|
Douglas
Emmett, Inc. |
|
|
23,561 |
|
|
407,605
|
|
Easterly
Government Properties, Inc. |
|
|
169,671 |
|
|
1,912,192
|
|
Highwoods
Properties, Inc. |
|
|
41,074 |
|
|
1,196,486
|
|
JBG
SMITH Properties |
|
|
4,125 |
|
|
63,278
|
|
Kilroy
Realty Corporation |
|
|
36,795 |
|
|
1,313,582
|
|
SL
Green Realty Corporation |
|
|
4,982 |
|
|
321,538
|
|
Vornado
Realty Trust |
|
|
20,808 |
|
|
874,768
|
|
|
|
|
|
|
|
8,519,359
|
|
Other
Specialized REITs - 3.8%
|
|
|
|
|
|
|
|
Four
Corners Property Trust, Inc. |
|
|
82,851 |
|
|
2,381,966
|
|
Retail
REITs - 13.4%
|
|
|
|
|
|
|
|
Acadia
Realty Trust |
|
|
27,871 |
|
|
642,705
|
|
Agree
Realty Corporation |
|
|
5,244 |
|
|
387,007
|
|
Brixmor
Property Group, Inc. |
|
|
20,985 |
|
|
586,741
|
|
Federal
Realty Investment Trust |
|
|
7,232 |
|
|
762,397
|
|
Getty
Realty Corporation |
|
|
11,778 |
|
|
369,829
|
|
InvenTrust
Properties Corporation |
|
|
6,867 |
|
|
204,499
|
|
Kimco
Realty Corporation |
|
|
27,642 |
|
|
610,888
|
|
Kite
Realty Group Trust |
|
|
18,599 |
|
|
426,475
|
|
NETSTREIT
Corporation |
|
|
14,184 |
|
|
212,193
|
|
NNN
REIT, Inc. |
|
|
1,546 |
|
|
65,628
|
|
Phillips
Edison & Company, Inc. |
|
|
12,308 |
|
|
457,858
|
|
Realty
Income Corporation |
|
|
6,255 |
|
|
356,723
|
|
|
|
|
|
|
|
|
The
accompanying notes are an integral part of these financial statements.
TABLE OF CONTENTS
U.S.
Diversified Real Estate ETF
Schedule
of Investments
February
28, 2025(Continued)
|
|
|
|
|
|
|
|
|
COMMON
STOCKS - (Continued)
|
|
Retail
REITs - (Continued)
|
|
Regency
Centers Corporation |
|
|
10,619 |
|
|
$814,477
|
|
Saul
Centers, Inc. |
|
|
1,670 |
|
|
62,542
|
|
Simon
Property Group, Inc. |
|
|
8,391 |
|
|
1,561,481
|
|
Tanger,
Inc. |
|
|
12,384 |
|
|
439,013
|
|
The
Macerich Company |
|
|
2,985 |
|
|
53,849
|
|
Urban
Edge Properties |
|
|
18,125 |
|
|
373,375
|
|
|
|
|
|
|
|
8,387,680
|
|
Self-Storage
REITs - 2.0%
|
|
|
|
|
|
|
|
CubeSmart |
|
|
4,846 |
|
|
200,043
|
|
Extra
Space Storage, Inc. |
|
|
2,752 |
|
|
419,845
|
|
National
Storage Affiliates Trust |
|
|
1,645 |
|
|
63,530
|
|
Public
Storage |
|
|
1,820 |
|
|
552,588
|
|
|
|
|
|
|
|
1,236,006
|
|
Single-Family
Residential REITs - 5.5%
|
|
|
|
|
American
Homes 4 Rent - Class A |
|
|
41,657 |
|
|
1,541,726
|
|
Equity
LifeStyle Properties, Inc. |
|
|
6,966 |
|
|
477,728
|
|
Invitation
Homes, Inc. |
|
|
18,458 |
|
|
627,757
|
|
Sun
Communities, Inc. |
|
|
4,787 |
|
|
651,750
|
|
UMH
Properties, Inc. |
|
|
9,405 |
|
|
178,037
|
|
|
|
|
|
|
|
3,476,998
|
|
TOTAL
COMMON STOCKS
(Cost
$58,301,071) |
|
|
|
|
|
62,726,661
|
|
TOTAL
INVESTMENTS - 99.8%
(Cost
$58,301,071) |
|
|
|
|
|
62,726,661
|
|
Other
Assets in Excess of
Liabilities
- 0.2% |
|
|
|
|
|
97,925
|
|
TOTAL
NET ASSETS - 100.0% |
|
|
|
|
|
$62,824,586 |
|
|
|
|
|
|
|
|
Percentages
are stated as a percent of net assets.
REIT
- Real Estate Investment Trust
The
Global Industry Classification Standard (“GICS®”) was developed by and/or is the exclusive property of MSCI,
Inc. (“MSCI”) and Standard & Poor’s Financial Services LLC (“S&P”). GICS® is a service
mark of MSCI and S&P and has been licensed for use by U.S. Bank Global Fund Services.
The
accompanying notes are an integral part of these financial statements.
TABLE OF CONTENTS
U.S.
DIVERSIFIED REAL ESTATE ETF
STATEMENT
OF ASSETS AND LIABILITIES
February 28,
2025
|
|
|
|
|
|
ASSETS:
|
|
|
|
|
Investments,
at value |
|
|
$62,726,661
|
|
Cash
- interest bearing deposit account |
|
|
66,494
|
|
Dividends
receivable |
|
|
57,241
|
|
Interest
receivable |
|
|
136
|
|
Total
assets |
|
|
62,850,532
|
|
LIABILITIES:
|
|
|
|
|
Payable
to adviser |
|
|
25,946
|
|
Total
liabilities |
|
|
25,946
|
|
NET
ASSETS |
|
|
$62,824,586
|
|
Net
Assets Consists of:
|
|
|
|
|
Paid-in
capital |
|
|
$68,301,625
|
|
Total
accumulated losses |
|
|
(5,477,039
) |
|
Total
net assets |
|
|
$62,824,586
|
|
Net
assets |
|
|
$62,824,586
|
|
Shares
issued and outstanding(a) |
|
|
1,900,000
|
|
Net
asset value per share |
|
|
$33.07
|
|
Cost:
|
|
|
|
|
Investments,
at cost |
|
|
$58,301,071 |
|
|
|
|
|
|
(a)
|
Unlimited shares authorized
without par value. |
The
accompanying notes are an integral part of these financial statements.
TABLE OF CONTENTS
U.S.
DIVERSIFIED REAL ESTATE ETF
Statement
of Operations
For
the Year Ended February 28, 2025
|
|
|
|
|
|
INVESTMENT
INCOME:
|
|
|
|
|
Dividend
income |
|
|
$3,035,213
|
|
Non-cash
dividend income |
|
|
544,382
|
|
Interest
income |
|
|
10,865
|
|
Total
investment income |
|
|
3,590,460
|
|
EXPENSES:
|
|
|
|
|
Investment
advisory fee |
|
|
581,627
|
|
Total
expenses |
|
|
581,627
|
|
Net
investment income |
|
|
3,008,833
|
|
REALIZED
AND UNREALIZED GAIN (LOSS)
|
|
|
|
|
Net
realized gain (loss) from:
|
|
|
|
|
Investments |
|
|
(879,744)
|
|
In-kind
redemptions |
|
|
20,089,907
|
|
Net
realized gain (loss) |
|
|
19,210,163
|
|
Net
change in unrealized appreciation (depreciation) on:
|
|
|
|
|
Investments |
|
|
(3,008,905)
|
|
Net
change in unrealized appreciation (depreciation) |
|
|
(3,008,905)
|
|
Net
realized and unrealized gain (loss) |
|
|
16,201,258
|
|
NET
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS |
|
|
$19,210,091 |
|
|
|
|
|
The
accompanying notes are an integral part of these financial statements.
TABLE OF CONTENTS
U.S.
DIVERSIFIED REAL ESTATE ETF
Statements
of Changes in Net Assets
|
|
|
|
|
|
|
|
|
OPERATIONS:
|
|
|
|
|
|
|
|
Net
investment income (loss) |
|
|
$3,008,833 |
|
|
$3,228,566
|
|
Net
realized gain (loss) |
|
|
19,210,163 |
|
|
(3,584,345)
|
|
Net
change in unrealized appreciation (depreciation) |
|
|
(3,008,905) |
|
|
6,802,915
|
|
Net
increase (decrease) in net assets from operations |
|
|
19,210,091 |
|
|
6,447,136
|
|
DISTRIBUTIONS
TO SHAREHOLDERS:
|
|
|
|
|
|
|
|
From
earnings |
|
|
(3,008,833) |
|
|
(3,228,566)
|
|
From
return of capital |
|
|
(772,692) |
|
|
(1,949,801)
|
|
Total
distributions to shareholders |
|
|
(3,781,525) |
|
|
(5,178,367)
|
|
CAPITAL
TRANSACTIONS:
|
|
|
|
|
|
|
|
Subscriptions |
|
|
7,720,465 |
|
|
8,434,265
|
|
Redemptions |
|
|
(85,877,875) |
|
|
(4,345,455)
|
|
Net
increase (decrease) in net assets from capital transactions |
|
|
(78,157,410) |
|
|
4,088,810
|
|
Net
increase (decrease) in net assets |
|
|
(62,728,844) |
|
|
5,357,579
|
|
NET
ASSETS:
|
|
|
|
|
|
|
|
Beginning
of the year |
|
|
125,553,430 |
|
|
120,195,851
|
|
End
of the year |
|
|
$62,824,586 |
|
|
$125,553,430
|
|
SHARES
TRANSACTIONS
|
|
|
|
|
|
|
|
Subscriptions |
|
|
250,000 |
|
|
300,000
|
|
Redemptions |
|
|
(2,600,000) |
|
|
(150,000)
|
|
Total
increase (decrease) in shares outstanding |
|
|
(2,350,000) |
|
|
150,000 |
|
|
|
|
|
|
|
|
The
accompanying notes are an integral part of these financial statements.
TABLE OF CONTENTS
U.S.
Diversified Real Estate ETF
Financial
Highlights
|
|
|
|
|
|
|
|
|
|
|
|
PER
SHARE DATA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
asset value, beginning of year |
|
|
$29.54 |
|
|
$29.32 |
|
|
$36.02 |
|
|
$30.41 |
|
|
$30.19
|
|
INVESTMENT
OPERATIONS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
investment income(a) |
|
|
0.86 |
|
|
0.77 |
|
|
0.76 |
|
|
0.52 |
|
|
0.52
|
|
Net
realized and unrealized gain (loss) on investments(b) |
|
|
3.73 |
|
|
0.68 |
|
|
(6.26) |
|
|
6.22 |
|
|
0.70
|
|
Total
from investment operations |
|
|
4.59 |
|
|
1.45 |
|
|
(5.50) |
|
|
6.74 |
|
|
1.22
|
|
LESS
DISTRIBUTIONS FROM:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
investment income |
|
|
(0.84) |
|
|
(0.77) |
|
|
(0.76) |
|
|
(0.52) |
|
|
(0.52)
|
|
Return
of capital |
|
|
(0.22) |
|
|
(0.46) |
|
|
(0.44) |
|
|
(0.61) |
|
|
(0.48)
|
|
Total
distributions |
|
|
(1.06) |
|
|
(1.23) |
|
|
(1.20) |
|
|
(1.13) |
|
|
(1.00)
|
|
Net
asset value, end of year |
|
|
$33.07 |
|
|
$29.54 |
|
|
$29.32 |
|
|
$36.02 |
|
|
$30.41
|
|
Total
return |
|
|
15.66% |
|
|
5.22% |
|
|
−15.37% |
|
|
22.23% |
|
|
4.67%
|
|
SUPPLEMENTAL
DATA AND RATIOS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
assets, end of year (in thousands) |
|
|
$62,825 |
|
|
$125,553 |
|
|
$120,196 |
|
|
$147,694 |
|
|
$121,626
|
|
Ratio
of expenses to average net assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Before
expense reimbursement/recoupment |
|
|
0.53% |
|
|
0.53% |
|
|
0.53% |
|
|
0.53% |
|
|
0.53%
|
|
After
expense reimbursement/recoupment |
|
|
0.53% |
|
|
0.52% |
|
|
0.49% |
|
|
0.49% |
|
|
0.49%
|
|
Ratio
of net investment income (loss) to average net assets |
|
|
2.74% |
|
|
2.72% |
|
|
2.42% |
|
|
1.45% |
|
|
1.92%
|
|
Portfolio
turnover rate(c) |
|
|
22% |
|
|
28% |
|
|
30% |
|
|
29% |
|
|
42% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Net investment income
per share has been calculated based on average shares outstanding during the year. |
|
(b)
|
Realized and unrealized
gains and losses per share in the caption are balancing amounts necessary to reconcile the change in net asset value per share for
the year, and may not reconcile with the aggregate gains and losses in the Statement of Operations due to share transactions for the year.
|
|
(c)
|
Portfolio turnover
rate excludes in-kind transactions. |
The
accompanying notes are an integral part of these financial statements.
TABLE OF CONTENTS
U.S.
Diversified Real Estate ETF
Notes
to Financial Statements
February
28, 2025
NOTE
1 – ORGANIZATION
U.S.
Diversified Real Estate ETF (the “Fund”) is a 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 U.S. 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 USREX – U.S. Diversified Real Estate Index (the
“Index”). The Fund commenced operations on March 26, 2018.
The
end of the reporting period for the Fund is February 28, 2025, and the period covered by these Notes to Financial Statements is the
fiscal year from March 1, 2024 to February 28, 2025 (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 Standard 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
Nasdaq Capital Market® Exchange (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.
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.
TABLE OF CONTENTS
U.S.
Diversified Real Estate ETF
Notes
to Financial Statements
February
28, 2025(Continued)
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:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets^
|
|
Common
Stocks |
|
|
$62,726,661 |
|
|
$ — |
|
|
$ — |
|
|
$62,726,661
|
|
|
Total
Investments in Securities |
|
|
$62,726,661 |
|
|
$ — |
|
|
$— |
|
|
$62,726,661 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
^
|
See Schedule of Investments
for further disaggregation of investment categories. |
|
B.
|
Cash and Cash
Equivalents. Cash and cash equivalents include cash and overnight investments in interest bearing demand deposits with a financial
institution. Amounts swept overnight are available on the next business day. |
|
C.
|
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 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 expenses in the Statement of Operations. During the current fiscal period, the Fund
did not incur any interest or penalties.
|
D.
|
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. Non-cash dividends
included in dividend income or separately disclosed, if any, are recorded at fair value of the security received. 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 a Fund’s shareholders may represent a return of capital.
TABLE OF CONTENTS
U.S.
Diversified Real Estate ETF
Notes
to Financial Statements
February
28, 2025(Continued)
|
E.
|
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. |
|
F.
|
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 period. Actual results could differ from those estimates. |
|
G.
|
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, 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. |
|
H.
|
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. |
|
I.
|
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. These timing differences are
primarily due to differing book and tax treatments for in-kind transactions. During the fiscal year ended February 28, 2025, the
following table shows the reclassifications made: |
|
|
|
|
|
|
$(19,795,031)
|
|
|
$19,795,031 |
|
|
|
|
|
|
J.
|
New Accounting
Pronouncement. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment
Disclosures (“ASU 2023-07”). ASU 2023-07 is intended to improve reportable segment disclosure requirements, primarily through
enhanced disclosures about significant segment expenses, allowing financial statement users to better understand the components of a segment’s
profit or loss and assess potential future cash flows for each reportable segment and the entity as a whole. The amendments expand a public
entity’s segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating
decision maker, clarifying when an entity may report one or more additional measures to assess segment performance, requiring enhanced
interim disclosures and providing new disclosure requirements for entities with a single reportable segment, among other new disclosure
requirements. |
Management
has evaluated the impact of adopting ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures with respect
to the financial statements and disclosures and determined there is no material impact for the Fund. The Fund operates as a single segment
entity. The Fund’s income, expenses, assets, and performance are regularly monitored and assessed by the Adviser, who serves as
the chief operating decision maker, using the information presented in the financial statements and financial highlights.
|
K.
|
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.
|
TABLE OF CONTENTS
U.S.
Diversified Real Estate ETF
Notes
to Financial Statements
February
28, 2025(Continued)
NOTE
3 – COMMITMENTS AND OTHER RELATED PARTY TRANSACTIONS
Vident
Advisory, LLC, doing business as Vident Asset Management, (the “Adviser”), serves as the investment adviser and index provider
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 has agreed to pay all expenses
incurred by the Fund except for the fee paid to the Adviser pursuant to this Agreement, interest charges on any borrowings, dividends
and other expenses on securities sold short, 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 fees and expenses paid by the Trust under any distribution plan adopted pursuant to Rule 12b-1 under the
1940 Act (collectively, “Excluded Expenses”). For services provided to the Fund, the Fund pays the Adviser a unified management
fee, calculated daily and paid monthly, at an annual rate of 0.53% based on the Fund’s average daily net assets. From February 1,
2020 through June 30, 2023, the Adviser contractually waived 0.04% of its adviser fee. Fees waived under this waiver agreement are
not subject to recoupment by the Adviser.
U.S.
Bancorp Fund Services, LLC (“Fund Services” or “Administrator”), doing business as U.S. Bank Global Fund Services,
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.
All
officers of the Trust are affiliated with the Administrator 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
as follows:
During
the current fiscal period, in-kind transactions associated with creations and redemptions were as follows:
There
were no purchases or sales of U.S. Government securities in the Fund during the period.
NOTE
5 – INCOME TAX INFORMATION
The
components of distributable earnings (accumulated losses) and cost basis of investments for federal income tax purposes as of February 28,
2025, were as follows:
|
|
|
|
|
|
Tax
cost of investments |
|
|
$58,972,526
|
|
Gross
tax unrealized appreciation |
|
|
$9,055,827
|
|
Gross
tax unrealized depreciation |
|
|
(5,301,692)
|
|
Net
tax unrealized appreciation/(depreciation) |
|
|
3,754,135
|
|
Undistributed
ordinary income |
|
|
—
|
|
Undistributed
long-term capital gain |
|
|
—
|
|
Other
accumulated gain/(loss) |
|
|
(9,231,174)
|
|
Distributable
earnings/(accumulated losses) |
|
|
$(5,477,039) |
|
|
|
|
|
TABLE OF CONTENTS
U.S.
Diversified Real Estate ETF
Notes
to Financial Statements
February
28, 2025(Continued)
The
difference between book and tax-basis cost is attributable to 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. For the taxable year ended February 28,
2025, the Fund did not elect to defer any post-October capital losses or any late-year ordinary losses.
At
February 28, 2025, the Fund had the following capital loss carryforwards:
|
|
|
|
|
|
|
|
|
$3,323,414
|
|
|
$5,907,759 |
|
|
Indefinite |
|
|
|
|
|
|
|
|
The
tax character of distributions paid by the Fund during the year ended February 28, 2025, were as follows:
The
tax character of distributions paid by the Fund during the year ended February 29, 2024, were as follows:
NOTE
6 – SHARE TRANSACTIONS
Shares
of the Fund are listed and traded on 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 large blocks of 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 of the Fund 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 have 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 creation or redemption of Creation Units.
The standard fixed creation and redemption transaction fee for the Fund is $300 payable to the Custodian. The fixed transaction fee may
be waived on transaction 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, payable to the Fund, may be charged on
all cash transactions or substitutes for Creation Units of up to a maximum of 2% as a percentage of the value of the Creation Units subject
to the transaction. Variable fees are imposed to compensate the Fund for the transaction costs associated with the cash transaction fees.
Variable fees received by the Fund, if any, are displayed in the Capital Transactions section of the Statement of Changes in Net Assets.
The Fund may issue an unlimited number of shares of beneficial interest, with no par value. All shares of the Fund have equal rights and
privileges.
TABLE OF CONTENTS
U.S.
Diversified Real Estate ETF
Notes
to Financial Statements
February
28, 2025(Continued)
NOTE
7 – PRINCIPAL RISKS
Concentration
Risk. The Fund’s investments will be concentrated in an industry or group of industries to the
extent the Index is so concentrated, and the Index is expected to be concentrated in real estate-related industries. Accordingly, the
value of shares may rise and fall more than the value of shares that invest in securities of companies in a broader range of industries.
Real
Estate Investment Risk. The Fund is expected to invest substantially all of its assets in real estate-related
companies. Investments in real estate companies involve unique risks. Real estate companies, including REITs, may have limited financial
resources, may trade less frequently and in limited volume, and may be more volatile than other securities.
The
risks of investing in real estate companies include certain risks associated with the direct ownership of real estate and the real estate
industry in general. Securities in the real estate sector are subject to the risk that the value of their underlying real estate may go
down. Many factors may affect real estate values, including the general and local economies, the amount of new construction in a particular
area, the laws and regulations (including zoning and tax laws) affecting real estate, and the costs of owning, maintaining and improving
real estate. The availability of mortgages and changes in interest rates may also affect real estate values. Real estate companies are
also subject to heavy cash flow dependency, defaults by borrowers, and self-liquidation. Because the Fund invests primarily in real estate
companies, its performance will be especially sensitive to developments that significantly affect real estate companies.
NOTE
8 – BENEFICIAL OWNERSHIP
The
beneficial ownership, either directly or indirectly, of 25% or more of the voting securities of a fund creates a presumption of control
of a fund, under section 2(a)(9) of the 1940 Act. As of the end of the reporting period, Blue Trust, Inc. as a beneficial shareholder,
owned greater than 25% of the outstanding shares of the Fund.
TABLE OF CONTENTS
U.S.
Diversified Real Estate ETF
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Shareholders of U.S. Diversified 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 U.S. Diversified Real Estate
ETF (the “Fund”), a series of ETF Series Solutions, as of February 28, 2025, the related statement of operations for the year
then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each
of the five years in the period then ended, and the related notes (collectively referred to as the “financial statements”).
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of February 28,
2025, the results of its operations for the year then ended, the changes in net assets for each of the two years in the period then ended,
and the financial highlights for each of the five years in the period then ended, 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 audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (“PCAOB”) and are required to be independent with respect to the 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 audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material misstatement whether due to error or fraud.
Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or
fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of February 28, 2025,
by correspondence with the custodian. Our audits also included evaluating the accounting principles used and significant estimates made
by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable
basis for our opinion.
We
have served as the auditor of one or more of Vident Asset Management’s investment companies since 2013.
COHEN
& COMPANY, LTD.
Philadelphia,
Pennsylvania
April
28, 2025
TABLE OF CONTENTS
U.S.
Diversified Real Estate ETF
FEDERAL
TAX INFORMATION (Unaudited)
QUALIFIED
DIVIDEND INCOME
For
the fiscal year ended February 28, 2025, certain dividends paid by the Fund may be subject to a 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 2.68%.
DIVIDENDS
RECEIVED DEDUCTION
For
corporate shareholders, the percent of ordinary income distributions qualifying for the corporate dividends received deduction for the
fiscal year ended February 28, 2025, was 1.92%.
SHORT
TERM CAPITAL GAIN
For
the fiscal year ended February 28, 2025, 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 0.00%.
TABLE OF CONTENTS
U.S.
Diversified Real Estate ETF
ADDITIONAL
INFORMATION (Unaudited)
Changes
in and Disagreements with Accountants
There
were no changes in or disagreements with accountants during the period covered by this report.
Proxy
Disclosure
There
were no matters submitted to a vote of shareholders during the period covered by this report.
Remuneration
Paid to Directors, Officers, and Others
All
fund expenses, including Trustee compensation is paid by the Investment Adviser pursuant to the Investment Advisory Agreement. Additional
information related to those fees is available in the Fund’s Statement of Additional Information.
TABLE OF CONTENTS
U.S.
Diversified Real Estate ETF
APPROVAL
OF ADVISORY AGREEMENTS & BOARD CONSIDERATIONS
Pursuant
to Section 15(c) of the Investment Company Act of 1940 (the “1940 Act”), at a meeting held on October 9-10, 2024
(the “Meeting”), the Board of Trustees (the “Board”) of ETF Series Solutions (the “Trust”) approved
the continuance of the Investment Advisory Agreement (the “Advisory Agreement”) between Vident Advisory, LLC (the “Adviser”)
and the Trust, on behalf of U.S. Diversified Real Estate ETF (the “Fund”).
Prior
to the Meeting, the Board, including the Trustees who are not parties to the Advisory Agreement or “interested persons” of
any party thereto, as defined in the 1940 Act (the “Independent Trustees”), reviewed written materials (the “Materials”),
including information from the Adviser regarding, among other things: (i) the nature, extent, and quality of the services provided to
the Fund by the Adviser; (ii) the historical performance of the Fund; (iii) the cost of the services provided and the profits realized
by the Adviser or its affiliates from services rendered to the Fund; (iv) comparative performance, fee, and expense data for the Fund
and other investment companies with similar investment objectives, including a report prepared by Barrington Partners, an independent
third party, that compares the Fund’s investment performance, fees and expenses to relevant market benchmarks and peer groups (the
“Barrington Report”); (v) the extent to which any economies of scale realized by the Adviser in connection with its services
to the Fund are shared with Fund shareholders; (vi) any other financial benefits to the Adviser and its affiliates resulting from services
rendered to the Fund; and (vii) other factors the Board deemed to be relevant. The Board also met via videoconference approximately ten
days before the Meeting to discuss their initial thoughts regarding the Materials and communicate to Trust officers their follow up questions,
if any, that they would like the Sub-Adviser to address at the Meeting and/or through revised or supplemental Materials.
The
Board also considered that the Adviser, along with other service providers of the Fund, had provided written and oral updates on the firm
over the course of the year with respect to its role as investment adviser to the Fund as well as investment adviser or sub-adviser to
other series of the Trust, and the Board considered that information alongside the Materials in its consideration of whether the Advisory
Agreement should be continued. Additionally, Adviser representatives provided an oral overview of the Fund’s strategy, the services
provided to the Fund by the Adviser, and additional information about the Adviser’s personnel and business operations. The Board
then discussed the Materials and the Adviser’s oral presentation, as well as any other relevant information received by the Board
at the Meeting and at prior meetings, and deliberated, in light of this information, on the approval of the continuation of the Advisory
Agreement.
Approval
of the Continuation of the Advisory Agreement with the Adviser
Nature,
Extent, and Quality of Services Provided. The Trustees considered the scope of services provided under
the Advisory Agreement, noting that the Adviser had provided and would continue to provide investment management services to the Fund.
In considering the nature, extent, and quality of the services provided by the Adviser, the Board considered the quality of the Adviser’s
compliance program and past reports from the Trust’s Chief Compliance Officer (“CCO”) regarding the CCO’s review
of the Adviser’s compliance program. The Board also considered its previous experience with the Adviser providing investment management
services to the Fund as well as investment advisory and sub-advisory services to other series of the Trust. The Board noted that it had
received a copy of the Adviser’s registration form and financial statements, as well as the Adviser’s response to a detailed
series of questions that included, among other things, information about the Adviser’s decision-making process, the background and
experience of the firm’s key personnel, and the firm’s compliance policies, marketing practices, and brokerage information.
The
Board also considered other services provided by the Adviser to the Fund, including monitoring the Fund’s adherence to its investment
restrictions and compliance with the Fund’s policies and procedures and applicable securities regulations, as well as monitoring
the extent to which the Fund achieves its investment objective as an index-based fund. Additionally, the Board considered that the Fund’s
underlying index was created by the Adviser’s former parent company, and the Adviser now serves as index provider to the Fund.
Historical
Performance. The Trustees next considered the Fund’s performance. The Board observed that additional
information regarding the Fund’s past investment performance, for periods ended June 30, 2024, had been included in the Materials,
including the Barrington Report, which compared the performance results of the Fund with the returns of a group of ETFs selected by Barrington
Partners as most comparable (the “Peer Group”) as well as with funds in the Fund’s Morningstar category – US Fund
Real Estate (the “Category Peer Group”). Additionally, at the
TABLE OF CONTENTS
U.S.
Diversified Real Estate ETF
APPROVAL
OF ADVISORY AGREEMENTS & BOARD CONSIDERATIONS(Continued)
Board’s
request, the Adviser identified the funds the Adviser considered to be the Fund’s most direct competitors (the “Selected Peer
Group”) and provided the Selected Peer Group’s performance results.
In
addition, the Board noted that, for each applicable period ended June 30, 2024, the Fund’s performance on a gross of fees basis
(i.e., excluding the effect of fees and expenses on Fund performance) was generally consistent
with the performance of its underlying index, indicating that the Fund tracked its underlying index closely and in an appropriate manner.
The
Board noted that the Fund slightly underperformed its broad-based benchmark, the MSCI US REIT Gross Index, for each of the three-year,
five-year, and since inception periods ended June 30, 2024, but the Fund outperformed the same benchmark over the one-year period.
The MSCI US REIT Gross Index provides an indication of the performance of the U.S. REIT market. In comparing the Fund’s performance
to that of the benchmark, the Board noted that the Fund, unlike its benchmark, screens out companies that are externally managed and companies
that derive at least 85% of their income from ownership or management of real property.
The
Board then noted that, for the one-, three-, and five-year periods ended June 30, 2024, the Fund outperformed the median return of
its Peer Group and Category Peer Group. The Board took into consideration that the Peer Group includes a mix of U.S. real estate and global
real estate ETFs. The Board also noted that the Fund generally outperformed or performed within the range of funds in the Selected Peer
Group for the one-, three-, and five-year periods ended June 30, 2024. The Board considered that the funds included in the Selected
Peer Group were a mix of active and index-based ETFs described by the Adviser as funds with a similar investment universe, investment
objective, investment philosophy, and REIT sector exposure.
Cost
of Services Provided and Economies of Scale. The Board then reviewed the Fund’s fees and expenses.
The Board took into consideration that the Adviser had charged, and would continue to charge, a “unified fee,” meaning the
Fund pays no expenses other than the advisory fee and, if applicable, certain other costs such as interest, brokerage, acquired fund fees
and expenses, extraordinary expenses, and, to the extent it is implemented, fees pursuant to a Distribution and/or Shareholder Servicing
(12b-1) Plan. The Board noted that the Adviser had been and would continue to be responsible for compensating the Trust’s other
service providers and paying the Fund’s other expenses out of the Adviser’s own fee and resources.
The
Board noted that the Fund’s net expense ratio was equal to its unified fee (described above). The Board then compared the Fund’s
net expense ratio to its Peer Group and Category Peer Group, as shown in the Barrington Report, and its Selected Peer Group. The Board
noted that the Fund’s net expense ratio was higher than the median net expense ratio, but within the range, of the funds in its
Peer Group and lower than the median net expense ratio of funds in its Category Peer Group. In addition, the Board noted that the Fund’s
net expense ratio was within the range of net expense ratios of funds in its Selected Peer Group.
The
Board then considered the Adviser’s financial resources and information regarding the Adviser’s ability to support its management
of the Fund and obligations under the unified fee arrangement, noting that the Adviser had provided its financial statements for the Board’s
review. The Board also evaluated the compensation and benefits received by the Adviser from its relationship with the Fund, taking into
account an analysis of the Adviser’s profitability with respect to the Fund at various actual and projected Fund asset levels.
The
Board also considered the Fund’s expenses and advisory fee structure in light of its potential economies of scale. The Board noted
that the Fund’s unitary fee structure did not contain any management fee breakpoint reductions as Fund assets grow. The Board concluded,
however, that the Fund’s unitary fee structure reflects a sharing of economies of scale between the Adviser and the Fund at its
current asset level. The Board also noted its intention to monitor fees as the Fund grows in size and assess whether advisory fee breakpoints
may be warranted in the future should the Adviser realize economies of scale in its management of the Fund.
Conclusion.
No single factor was determinative of the Board’s decision to approve the continuation of the Advisory Agreement; rather, the Board
based its determination on the total mix of information available to it. Based on a consideration of all the factors in their totality,
the Board, including the Independent Trustees, unanimously determined that the Advisory Agreement, including the compensation payable
under the agreement, was fair and reasonable to the Fund. The Board, including the Independent Trustees, unanimously determined that the
approval of the continuation of the Advisory Agreement was in the best interests of the Fund and its shareholders.
|
(b) |
Financial Highlights are included within the financial statements filed under Item 7 of
this Form. |
Item 8.
Changes in and Disagreements with Accountants for Open-End Investment Companies.
See Item 7(a).
Item 9.
Proxy Disclosure for Open-End Investment Companies.
See Item 7(a).
Item 10.
Remuneration Paid to Directors, Officers, and Others of Open-End Investment Companies.
See Item 7(a).
Item 11.
Statement Regarding Basis for Approval of Investment Advisory Contract.
See Item 7(a).
Item 12.
Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable to open-end investment companies.
Item 13. Portfolio Managers
of Closed-End Management Investment Companies.
Not applicable to open-end investment companies.
Item 14.
Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not applicable to open-end investment companies.
Item 15. 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 16. 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 period covered by this report that have materially affected, or are
reasonably likely to materially affect, the Registrant’s internal control over financial reporting. |
Item 17. Disclosure of Securities
Lending Activities for Closed-End Management Investment Companies
Not applicable to open-end investment companies.
Item 18. Recovery of Erroneously
Awarded Compensation.
(a) Not Applicable.
(b) Not Applicable.
Item 19. Exhibits.
(2) Any policy required by the listing standards adopted pursuant
to Rule 10D-1 under the Exchange Act (17 CFR 240.10D-1) by the registered national securities exchange or registered national securities
association upon which the registrant’s securities are listed. Not Applicable.
(3) A separate certification
for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the Investment
Company Act of 1940 (17 CFR 270.30a-2(a)). Filed herewith.
(4) 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.
(5) Change in the registrant’s independent public accountant.
Not applicable to open-end investment companies and ETFs.
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 |
|
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By (Signature and Title)* |
/s/ Kristina R. Nelson |
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Kristina R. Nelson, President (principal executive officer) |
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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.
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By (Signature and Title)* |
/s/ Kristina R. Nelson |
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Kristina R. Nelson, President (principal executive officer) |
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By (Signature and Title)* |
/s/ Kristen M. Weitzel |
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Kristen M. Weitzel, Treasurer (principal financial officer) |
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* Print the name and title of each signing officer under his or her signature.
EX.99.CODE ETH
ETF Series Solutions
Code of Ethics
For Principal Executive Officer & Principal
Financial Officer
| I. | Introduction/Covered
Persons |
ETF Series Solutions (the “Trust”) has
been successful in large part by managing its business with honesty and integrity. The principal officers of the Trust have an important
and elevated role in corporate governance and in promoting investor confidence. To further the ends of ethical and honest conduct among
its officers, the Audit Committee of the Board of Trustees of the Trust has adopted this Code of Ethics. This Code of Ethics is designed
to comply with Section 406 of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) and the rules promulgated by the Securities
and Exchange Commission (the “SEC”) thereunder. This Code of Ethics applies to the principal executive officer, principal
financial officer, controller and other senior financial officers of the Trust, as may be identified from time to time by the Audit Committee
(collectively, the “Covered Persons”).
The Audit Committee shall be responsible for the overall
administration of this Code of Ethics, but has delegated to the Trust’s Chief Compliance Officer (the “Chief Compliance Officer”)
the responsibility to oversee the day-to-day operation of this Code of Ethics. This Code of Ethics is in addition to, not in replacement
of, the Trust’s Code of Ethics for access persons (the “Investment Company Code of Ethics”), adopted pursuant to Rule
17j-1 under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Covered Persons may also be
subject to the Investment Company Code of Ethics.
| II. | Code
of Ethics Requirements |
This Code of Ethics requires each Covered Person to:
| 1. | Act with honesty and integrity, including the ethical handling of actual or apparent conflicts
of interest between personal and professional relationships; |
| 2. | Provide full, fair, accurate, timely and understandable disclosure in reports submitted to
or filed with the SEC and in all other public communications made by the Trust; |
| 3. | Comply with laws, rules and regulations of the federal government, state governments and
other regulatory agencies as they apply to the Trust; |
| 4. | Disclose promptly to the Chief Compliance Officer any violations of this Code of Ethics of
which the Covered Person may become aware; and |
| 5. | Not retaliate against any other Covered Person or any employee of the Trust or their affiliated
persons for reports of potential violations that are made in good faith. |
| III. | Conflicts
of Interest |
A conflict of interest occurs when a Covered Person’s
private interest interferes in any way—or even appears to interfere—with the interests of the Trust as a whole or with his
or her service to the Trust. For example, a conflict of interest would arise if a Covered Person, or a member of his or her family, receives
improper personal benefits as a result of his or her position with the Trust.
Certain conflicts of interest arise out of the
relationships between Covered Persons and the Trust and already are subject to conflict of interest provisions in the Investment
Company Act and the Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”). For example, Covered
Persons may not individually engage in certain transactions with the Trust (such as the purchase or sale of securities or other
property, except the Trust’s own fund shares) because of their status as “affiliated persons” of the Trust. The
Trust’s and the investment adviser’s compliance programs and procedures are designed to prevent, or identify and
correct, violations of these provisions. This Code does not, and is not intended to, repeat or replace these programs and
procedures, and such conflicts fall outside of the parameters of this Code.
Although typically not presenting an opportunity for
improper personal benefit, conflicts may arise from, or as a result of, the contractual relationship between the Trust and its investment
adviser and/or administrator of which the Covered Persons are also officers or employees. As a result, this Code recognizes that the
Covered Persons will, in the normal course of their duties (whether formally for the Trust or for the adviser and/or administrator, or
for both), be involved in establishing policies and implementing decisions that will have different effects on the adviser and/or administrator
and the Trust. The participation of the Covered Persons in such activities is inherent in the contractual relationship between the Trust
and its investment adviser and/or administrator and is consistent with the performance by the Covered Persons of their duties as officers
of the Trust. Thus, if performed in conformity with the provisions of the Investment Company Act and the Investment Advisers Act, such
activities will be deemed to have been handled ethically.
Other conflicts of interest are covered by the Code,
even if such conflicts of interest are not subject to provisions in the Investment Company Act and the Investment Advisers Act. The following
list provides examples of conflicts of interest under the Code, but Covered Persons should keep in mind that these examples are not exhaustive.
The overarching principle is that the personal interest of a Covered Person should not be placed improperly before the interest of the
Trust.
Each Covered Person must:
| • | not use his or her personal influence or personal relationships improperly to influence investment
decisions or financial reporting by the Trust whereby the Covered Person would benefit personally to the detriment of the Trust; and |
| • | not cause the Trust to take action, or fail to take action, for the individual personal benefit
of the Covered Person rather than for the benefit of the Trust. |
There are some conflict of interest situations that
should be discussed with the Chief Compliance Officer if material. Examples of these include:
| • | any ownership interest in, or any consulting or employment relationship with, any of the
Trust’s service providers, other than its investment adviser, principal underwriter, administrator or any affiliated person thereof;
and |
| • | a direct or indirect financial interest in commissions, transaction charges or spreads paid
by the Trust for effecting portfolio transactions or for selling or redeeming shares other than an interest arising from the Covered
Person’s employment, such as compensation or equity ownership. |
| IV. | Accurate, Complete, Timely and Understandable Information |
The Covered Persons are responsible for ensuring that
Trust’s shareholders and the public receive financial and other information that is accurate, complete, timely and understandable.
Covered Persons are obligated to comply with all laws and regulations governing the public disclosure of Trust information. All public
statements, whether oral or written, must be understandable and accurate, with no material omissions.
The books and records of the Trust must be kept accurate
and current to ensure that the public receives information that is full, fair, accurate, complete and timely. The Covered Persons must
ensure that transactions are completely and accurately recorded on the Trust’s books and records in accordance with generally accepted
accounting principles. Economic evaluations must fairly represent all information relevant to the evaluation being made. No secret or
unrecorded cash funds or other assets may be established or maintained for any purpose. Each Covered Person shall also comply with the
Trust’s disclosure controls and procedures and the Trust’s internal controls and procedures for financial reporting.
The Audit Committee may grant a waiver from one or
more provisions of this Code of Ethics upon the request of a Covered Person and after a review of the relevant facts and circumstances.
The decision by the Audit Committee whether to grant a waiver from this Code of Ethics shall be final.
“Waiver” shall mean the approval of a
material departure from a provision of this Code of Ethics. If an executive officer becomes aware of a material departure from a provision
of this Code of Ethics by any Covered Person, he or she shall immediately report such violation to the Chief Compliance Officer or the
Audit Committee, as appropriate. The Chief Compliance Officer shall promptly report the violation to the Audit Committee. If the Audit
Committee fails to take action with respect to the violation within ten business days, the Trust shall be deemed to have made an “implicit
waiver” from this Code of Ethics.
If a waiver from one or more provisions of Section
II of this Code of Ethics is granted by the Audit Committee to any Covered Person, including an implicit waiver, the Audit Committee
shall direct the Trust to (a) post a notice and description of the waiver on the each applicable Fund’s website within five business
days following the waiver, including the name of the person to whom the Trust granted the waiver and the date of the waiver, maintain
such notice on the website for at least 12 months, and retain such notice for a period of at least 6 years following the end of the fiscal
year in which the waiver occurred; or (b) include a description of the waiver in the Trust’s next report on Form N-CSR relating
to the applicable Fund. If the waiver will be disclosed via a Fund’s website, the Trust must have first disclosed in its most recent
Form N-CSR relating to the applicable Fund that it intends to disclose these events on the Fund’s website and website’s address.
This Code of Ethics may be amended by the Audit Committee
as it deems appropriate. If a provision of the Code of Ethics that applies to any Covered Person and that relates to one or more provisions
of Section II of this Code is amended, the Audit Committee shall direct the applicable Fund to (a) post a notice and description of the
amendment on the Fund’s website within five business days following the amendment, maintain such notice on the website for at least
12
months, and retain such notice for a period of at
least 6 years following the end of the fiscal year in which the amendment occurred; or (b) include a description of the amendment in
the Trust’s next report on Form N-CSR relating to the applicable Fund. If the amendment will be disclosed via a Fund’s website,
the rules applicable to website postings of waivers, discussed in Section V above, apply. Technical, administrative or other non-substantive
amendments to the Code of Ethics need not be disclosed.
If the Audit Committee becomes aware of an actual
or potential violation of this Code of Ethics, it shall direct an investigation into the facts and circumstances surrounding the violation.
If a violation is found, the Audit Committee may impose
on the Covered Person found to be in violation of this Code of Ethics any of a wide range of consequences as it deems appropriate, including
warnings or letters of reprimand for less significant, first-time offenses, fines, reduced professional duties, suspension without pay
and, in the most serious cases, termination.
The Audit Committee shall direct the Trust to make
this Code of Ethics publicly available through one of the following three methods: (1) filing the Code as an exhibit to the Trust’s
annual report on Form N-CSR relating to each Fund; (2) posting the text of the Code on the applicable Fund’s website, provided
that the Fund has first disclosed the website’s address and intent to provide disclosure in this manner in its most report on Form
N-CSR and provided further that the text of the Code remains on the applicable Fund’s website for as long as the Trust remains
subject to the SEC’s rules promulgated under Section 406 of Sarbanes-Oxley ; or (3) providing an undertaking in its most recent
report on Form N-CSR relating to each applicable Fund to provide a copy of the Code of Ethics to any person without charge upon request.
Each Covered Person shall, in the form attached hereto
as Appendix A, acknowledge receipt of and compliance with the Code of Ethics upon adoption of this Code of Ethics or when initially hired,
whichever occurs later. Each Covered Person shall annually, in the form attached hereto as Appendix B, acknowledge receipt of and compliance
with this Code of Ethics.
All reports and records prepared or maintained pursuant
to this Code will be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or
this Code or in the course of investigating any alleged violation of this Code, such matters shall not be disclosed to anyone other than
the Board, its counsel, the Trust, its counsel, the investment adviser, and its counsel.
The Code is intended solely for the internal use by
the Trust and does not constitute an admission, by or on behalf of any Trust, as to any fact, circumstance, or legal conclusion.
Adopted: March 27, 2012
Amended: April 21, 2022