As filed with the U.S. Securities and Exchange Commission on November 09, 2023

 

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: August 31

 

Date of reporting period: August 31, 2023

 

 

Item 1. Reports to Stockholders.

 

 (a)
   

Annual Report

August 31, 2023

 

Vident International Equity Strategy ETFTM
(Formerly: Vident International Equity Fund)

Ticker: VIDI

 

Vident U.S. Equity Strategy ETFTM
(Formerly: Vident Core U.S. Equity Fund)

Ticker: VUSE

 

Vident U.S. Bond Strategy ETFTM
(Formerly: Vident Core U.S. Bond Strategy ETF)

Ticker: VBND

 

 

Vident ETFs

 

TABLE OF CONTENTS

 

 

Page

Letter to Shareholders

1

Performance Summary

8

Portfolio Allocation

14

Schedule of Investments

17

Statements of Assets and Liabilities

42

Statements of Operations

44

Statements of Changes in Net Assets

45

Financial Highlights

48

Notes to Financial Statements

51

Report of Independent Registered Public Accounting Firm

68

Trustees and Officers

70

Expense Example

73

Approval of Advisory Agreement & Board Considerations

75

Results of Shareholder Meeting

81

Review of Liquidity Risk Management Program

82

Federal Tax Information

83

Information About Portfolio Holdings

84

Information About Proxy Voting

85

Frequency Distribution of Premiums and Discounts

85

 

 

Vident International Equity Strategy ETFTM

 

Letter to Shareholders
August 31, 2023 (Unaudited)

 

 

Dear Shareholders,

 

On behalf of the entire team, we want to express our appreciation for the confidence you have placed in the Vident International Equity Strategy ETF™ (“VIDI” or the “Fund”). The following information pertains to the fiscal period of September 1, 2022 through August 31, 2023. The Fund seeks to track the total return performance, before fees and expenses, of the Vident Core International Equity Index™ (the “Index”). The Index’s strategy seeks to provide investors with a well-diversified set of global equities exposures across countries, regions and stocks, emphasizing countries with more favorable conditions for investment as well as economic and financial market resilience. The Index also seeks to enhance investors’ stock exposures, systematically selecting higher quality stocks that Vident believes to have favorable valuations and favorable price momentum.

 

The Fund had positive performance during the Period. The market price for VIDI increased 10.15% and the NAV increased 10.31%, while the Morningstar Global Markets ex-US Large-Mid Cap Index, a broad market index, increased 11.88% over the same period. The Fund’s Index increased 12.26%. Meanwhile, outstanding shares ended the period at 15,700,000.

 

For the period, the largest positive contributor to return was Wistron Corporation (3231 TT), adding 1.80% to the return of the Fund, gaining 318.17% with an average weighting of 0.51%. The second largest contributor to return was Giga-Byte Technology Company, Ltd. (2376 TT), adding 0.92% to the return of the Fund, gaining 253.15% with an average weighting of 0.42%. The third largest contributor to return was Lite-On Technology Corporation (2301 TT), adding 0.65% to the return of the Fund, gaining 130.44% with an average weighting of 0.54%.

 

For the period, the largest negative contributor to return was SD Biosensor, Inc. (137310 KS), detracting -0.38% from the return of the Fund, declining -63.63% with an average weighting of 0.35%. The second largest negative contributor to return was Sri Trang Gloves Thailand pcl – NVDR (STGT-R TB), detracting -0.24% from the return of the Fund, declining -44.42% with an average weighting of 0.32%. The third largest negative contributor to return was ZIM Integrated Shipping Services, Ltd. (ZIM US), detracting -0.22% from the return of the Fund, declining -49.43% with an average weight of 0.40%.

 

For the period, the best performing security in the Fund was Wistron Corporation (3231 TT), gaining 318.17% and contributing 1.80% to the return of the Fund. The second-best performing security for the period was Giga-Byte Technology Company, Ltd. (2376 TT), gaining 253.15% and contributing 0.92% to the return of the Fund. The third-best performing security was Lite-On Technology Corporation (2301 TT), gaining 130.44% for the period and contributing 0.65% to the return of the Fund.

 

1

 

 

Vident International Equity Strategy ETFTM

 

Letter to Shareholders
August 31, 2023 (Unaudited) (Continued)

 

 

For the period, the worst performing security in the Fund was SD Biosensor, Inc. (137310 KS), declining -63.63% and reducing the return of the Fund by -0.38%. The second-worst performing security in the Fund was ZIM Integrated Shipping Services, Ltd. (ZIM US), declining -49.43% and reducing the return of the Fund by 0.22%. The third-worst performing security in the Fund was Marfrig Global Foods S.A. (MRFG1 BZ), declining -47.38% and reducing the return of the Fund by 0.00%.

 

Sincerely,

 

Vince Birley
Chief Executive Officer, Vident Asset Management

 

2

 

 

Vident U.S. Equity Strategy ETFTM

 

Letter to Shareholders
August 31, 2023 (Unaudited)

 

 

Dear Shareholders,

 

On behalf of the entire team, we want to express our appreciation for the confidence you have placed in the Vident U.S. Equity Strategy ETF™ (“VUSE” or the “Fund”). The following information pertains to the fiscal period of September 1, 2022 through August 31, 2023 (the “Period”). The Fund seeks to track the total return performance, before fees and expenses, of the Vident U.S. Quality Index™ (the “Index”). The Index’s strategy represents a portfolio of U.S. equities that adhere to higher standards of corporate governance and accounting, as measured by numerous research metrics. This research is integrated into a systematic and structured selection process that seeks to provide an index of higher quality U.S. companies across small, medium and large-capitalization ranges. The Index also seeks to mitigate some of the risks often associated with market capitalization-weighted indices, including issuer concentration.

 

The Fund had positive performance during the Period. The market price for VUSE increased 20.27% and the NAV increased 20.24%, while the S&P 500 Index, a broad market index, increased 15.94% over the same period. The Fund’s Index increased 20.84%. Meanwhile, outstanding shares ended the period at 11,100,000.

 

For the period, the largest positive contributor to return was Adobe, Inc. (ADBE US), adding 1.47% to the return of the Fund, gaining 66.21% with an average weighting of 1.58%. The second largest contributor to return was Broadcom, Inc. (AVGO US), adding 1.39% to the return of the Fund, gaining 67.15% with an average weighting of 1.60%. The third largest contributor to return was Eli Lilly and Company (LLY US), adding 1.05% to the return of the Fund, gaining 52.69% with an average weighting of 1.16%.

 

For the period, the largest negative contributor to return was Pfizer, Inc. (PFE US), detracting -0.80% from the return of the Fund, declining -18.59% with an average weighting of 1.64%. The second largest negative contributor to return was Lumen Technologies, Inc. (LUMN US), detracting -0.25% from the return of the Fund, declining -47.59% with an average weighting of 0.11%. The third largest negative contributor to return was Coinbase Global, Inc. (COIN US), detracting -0.24% from the return of the Fund, declining -47.02% with an average weight of 0.13%.

 

For the period, the best performing security in the Fund was Meta Platforms, Inc. (META US), gaining 145.88% and contributing 0.50% to the return of the Fund. The second-best performing security for the period was Adeia, Inc. (ADEA US), gaining 126.35% and contributing 0.07% to the return of the Fund. The third-best performing security was Tesla, Inc. (TSLA US), gaining 109.51% for the period and contributing 0.86% to the return of the Fund.

 

3

 

 

Vident U.S. Equity Strategy ETFTM

 

Letter to Shareholders
August 31, 2023 (Unaudited) (Continued)

 

 

For the period, the worst performing security in the Fund was Lumen Technologies, Inc. (LUMN US), declining -47.59% and reducing the return of the Fund by -0.25%. The second-worst performing security in the Fund was Coinbase Global, Inc. (COIN US), declining -47.02% and reducing the return of the Fund by -0.24%. The third-worst performing security in the Fund was Shutterstock, Inc. (SSTK US), declining -43.15% and reducing the return of the Fund by -0.22%.

 

Sincerely,

 

Vince Birley
Chief Executive Officer, Vident Asset Management

 

4

 

 

Vident U.S. Bond Strategy ETFTM

 

Letter to Shareholders
August 31, 2023 (Unaudited)

 

 

Dear Shareholders,

 

On behalf of the entire team, we want to express our appreciation for the confidence you have placed in the Vident U.S. Bond Strategy ETF™ (“VBND” or the “Fund”). The following information pertains to the fiscal period of September 1, 2022 through August 31, 2023 (the “Period”). The Fund seeks to track the total return performance, before fees and expenses, of the Vident Core U.S. Bond Index™ (the “Index”). This Index seeks to diversify interest rate and credit risks through the application of time-tested principles. In addition to diversifying across fixed income sectors, the strategy seeks to improve corporate bond exposures by screening for companies with stronger leadership, governance and creditworthiness factors.

 

The Fund had negative performance during the Period. The market price for VBND decreased -0.15% and the NAV decreased -0.45%, while the FTSE US Broad Investment Grade Bond Index, a broad market index, decreased -1.24% over the same period. The Fund’s Index increased 0.25%. Meanwhile, outstanding shares ended the period at 9,100,000.

 

For the period, the largest positive contributor to return was United States Treasury (T 3 ⅜ 05/15/44), adding 0.08% to the return of the Fund, gaining 7.65% with an average weighting of 1.02%. The second largest contributor to return was Fannie Mae (FNCL 3.5 12/22), adding 0.06% to the return of the Fund, gaining 5.39% with an average weighting of 0.10%. The third largest contributor to return was Kyndryl Holdings, Inc. (KD 4.1 10/15/41), adding 0.06% to the return of the Fund, gaining 22.93% with an average weighting of 0.27%.

 

For the period, the largest negative contributor to return was United States Treasury (T 3 11/15/44), detracting -0.13% from the return of the Fund, declining -7.75% with an average weighting of 1.69%. The second largest negative contributor to return was United States Treasury (T 6 ⅛ 11/15/27), detracting -0.12% from the return of the Fund, declining -3.34% with an average weighting of 0.60%. The third largest negative contributor to return was United States Treasury (T 2 ⅞ 05/15/43), detracting -0.12% from the return of the Fund, declining -7.45% with an average weight of 2.23%.

 

For the period, the best performing security in the Fund was Kyndryl Holdings, Inc. (KD 4.1 10/15/41), gaining 22.93% and contributing 0.06% to the return of the Fund. The second-best performing security for the period was Philip Morris International, Inc. (PM 4 ⅞ 11/15/43), gaining 19.54% and contributing 0.06% to the return of the Fund. The third-best performing security was Kyndryl Holdings, Inc. (KD 3.15 10/15/31), gaining 18.61% for the period and contributing 0.01% to the return of the Fund. 

 

For the period, the worst performing security in the Fund was Warnermedia Holdings, Inc. (WBD 5.391 03/15/62), declining -12.16% and reducing the return of the Fund by 0.00%. The second-worst performing security in the Fund was Paramount Global

 

5

 

 

Vident U.S. Bond Strategy ETFTM

 

Letter to Shareholders
August 31, 2023 (Unaudited) (Continued)

 

 

(PARA 6 ¼ 02/28/57), declining 12.06% and reducing the return of the Fund by 0.04%. The third-worst performing security in the Fund was Dell International LLC (DELL 8.35 07/15/46), declining 11.45% and reducing the return of the Fund by 0.03%.

 

Sincerely,

 

Vince Birley
Chief Executive Officer, Vident Asset Management

 

Past performance is no guarantee of future results.

 

Opinions expressed are subject to change, are not guaranteed and should not be considered investment advice or recommendations to buy or sell any security. Fund holdings are subject to change and are not recommendations to buy or sell any security. For more complete information regarding performance and holdings, please refer to the schedules of investments on pages 17-41.

 

Investments involve risk. Principal loss is possible. The Funds have the same risks as the underlying securities traded on the exchange throughout the day at market price. Redemptions are limited and often commissions are charged on each trade. Investments in foreign securities involve political, economic and currency risks, greater volatility and differences in accounting methods. These risks are greater for investments in emerging markets. A fund that concentrates its investments in the securities of a particular industry or geographic area may be more volatile than a fund that invests in a broader range of industries. VIDI and VBND may invest in illiquid or thinly traded securities which involve additional risks such as limited liquidity and greater volatility. VBND may make investments in debt securities. The Fund’s investments in high yield securities expose it to a substantial degree of credit risk. These investments are considered speculative under traditional investment standards. Debt issuers and other counterparties may not honor their obligations or may have their debt downgraded by ratings agencies. An increase in interest rates may cause the value of fixed-income securities held by the Fund to decline. During periods of rising interest rates, certain debt obligations will be paid off substantially more slowly than originally anticipated and the value of those securities may fall sharply, resulting in a decline in the Fund’s income and potentially in the value of the Fund’s investments. VBND may also invest in asset backed and mortgage backed securities which include additional risks that investors should be aware of such as credit risk, prepayment risk, possible illiquidity and default, as well as increased susceptibility to adverse economic developments. The performance of the Funds may diverge from that of the Indices. Because the Funds employ a representative sampling strategy and may also invest up to 20% of their assets in securities that are not included in the Indices, the Funds may experience tracking error to a greater extent than a fund that seeks to replicate an index. The Funds are not actively managed and may be affected by a general decline in market segments related to the Indices. The Funds invest in securities included in, or representative of securities included in, the Indices, regardless of their investment merits. Small and medium-capitalization companies tend to have more limited liquidity and greater price volatility than large-capitalization companies. Unlike mutual funds, ETFs may trade at a premium or discount to their net asset value.

 

6

 

 

Vident U.S. Bond Strategy ETFTM

 

Letter to Shareholders
August 31, 2023 (Unaudited) (Continued)

 

 

The Vident Core International Equity Index™ (Bloomberg Symbol: VIEQX) is a strategy seeking to balance risk across developed and emerging countries and emphasize those with favorable conditions for growth.

 

The Vident U.S. Quality Index™ (Bloomberg Symbol: VQUSX) is a strategy which seeks to seeks to maximize exposure to a proprietary “Quality Composite Score” in a diversified manner across three separate market capitalization segments: giant, large, and small- and mid-capitalization.

 

The Vident Core U.S. Bond Index™ (Bloomberg Symbol: VUBDX) is a strategy which seeks to diversify and improve interest rate and credit risks of traditional U.S. core bonds.

 

The Morningstar Global ex-US Large-Mid Index measures the performance of Global Markets Ex-US equity markets targeting the top 90% of stocks by market capitalization. This Index does not incorporate Environmental, Social, or Governance (ESG) criteria.

 

The Morningstar Global Markets ex-US Index measures the performance of the stocks located in the developed and emerging countries across the world (excluding the United States) as defined by Morningstar. Stocks in the index are weighted by their float capital, which removes corporate cross ownership, government holdings and other locked-in shares. This Index does not incorporate Environmental, Social, or Governance (ESG) criteria.

 

The S&P 500 Index measures the performance of 500 widely held stocks in US equity market. Standard and Poor’s chooses member companies for the index based on market size, liquidity and industry group representation. Included are the stocks of industrial, financial, utility, and transportation companies. Since mid-1989, this composition has been more flexible and the number of issues in each sector has varied. It is market capitalization-weighted.

 

The Morningstar U.S. Market Total Return Index measures the performance of US securities and targets 97% market capitalization coverage of the investable universe. It is a diversified broad market index. This Index does not incorporate Environmental, Social, or Governance (ESG) criteria.

 

The FTSE Broad Investment Grade Bond Index measures the performance of US Dollar-denominated bonds issued in the US investment-grade bond market. Introduced in 1985, the index covers US Treasury, government sponsored, collateralized, and corporate debt providing a reliable representation of the US investment-grade bond market. Subindexes are available in any combination of asset class, maturity, and rating.

 

It is not possible to invest directly in an index.

 

Diversification does not assure a profit or protect against loss in a declining market.

 

Must be preceded or accompanied by a Prospectus.

 

7

 

 

Vident International Equity Strategy ETFTM

 

Performance Summary
(Unaudited)

 

 

Growth of $10,000

 

 

This chart illustrates the performance of a hypothetical $10,000 investment made on October 29, 2013, and is not intended to imply any future performance. The returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. The chart assumes reinvestment of capital gains and dividends. It is not possible to invest directly in an index.

 

8

 

 

Vident International Equity Strategy ETFTM

 

Performance Summary
(Unaudited) (Continued)

 

 

Average Annual Returns
August 31, 2023

One
Year

Three
Years

Five
Years

Since
Inception
(1)

Vident International Equity Strategy ETFTM - NAV

10.31%

7.37%

2.31%

2.28%

Vident International Equity Strategy ETFTM- Market

10.15%

7.44%

2.30%

2.25%

Vident Core International Equity IndexTM/Vident International Equity Index(2)(3)

12.26%

8.89%

3.39%

3.30%

Morningstar Global ex-U.S. Large-Mid Index(2)(4)

11.88%

4.28%

3.58%

3.58%

Morningstar Global Markets ex-US Index(2)(5)

11.64%

4.23%

3.46%

3.78%

 

The Performance data quoted is historical. Past performance is no guarantee of future results. Current performance may be higher or lower than the performance data quoted. The principal value and investment return of an investment will fluctuate so that your shares, when redeemed, may be worth more or less than their original cost. The returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or on the redemptions of Fund shares. The total operating expenses as stated in the fee table to the Fund’s prospectus dated December 31, 2022, is 0.61%. For performance information current to the most recent month-end, please call 1-800-617-0004.

 

(1)

Inception date is October 29, 2013.

 

(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)

Effective January 6, 2016, the Fund’s investment objective changed to track the performance, before fees and expenses, of the Vident Core International Equity IndexTM. Prior to January 6, 2016, the Fund’s investment objective was to track the price and total return performance, before fees and expenses, of the Vident International Equity Index. Performance shown for periods beginning January 6, 2016 is that of the Vident Core International Equity Index, and performance shown for periods prior to January 6, 2016 is that of the Vident International Equity Index.

 

(4)

Morningstar Global ex-U.S. Large-Mid Index measures the performance of Global Markets Ex-U.S. equity markets targeting the top 90% of stocks by market capitalization.

 

(5)

Morningstar Global Markets ex-US Index provides exposure to the top 97% market capitalization in each of two economic segments, developed markets, excluding the United States, and emerging markets.

 

9

 

 

Vident U.S. Equity Strategy ETFTM

 

Performance Summary
(Unaudited)

 

 

Growth of $10,000

 

 

This chart illustrates the performance of a hypothetical $10,000 investment made on January 21, 2014, and is not intended to imply any future performance. The returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. The chart assumes reinvestment of capital gains and dividends. It is not possible to invest directly in an index.

 

10

 

 

Vident U.S. Equity Strategy ETFTM

 

Performance Summary
(Unaudited) (Continued)

 

 

Average Annual Returns
August 31, 2023

One
Year

Three
Years

Five
Years

Since
Inception
(1)

Vident U.S. Equity Strategy ETFTM - NAV

20.24%

19.04%

8.18%

8.69%

Vident U.S. Equity Strategy ETFTM - Market

20.27%

18.97%

8.18%

8.69%

Vident U.S. Quality IndexTM/Vident Core U.S. Stock Equity Index/Vident Core U.S. Equity Index(2)(3)

20.84%

19.37%

8.52%

8.80%

Morningstar U.S. Market Total Return Index (2)(4)

15.22%

9.71%

10.39%

11.33%

S&P 500 Index(2)(5)

15.94%

10.52%

11.12%

11.85%

 

The performance data quoted is historical. Past performance is no guarantee of future results. Current performance may be higher or lower than the performance data quoted. The principal value and investment return of an investment will fluctuate so that your shares, when redeemed, may be worth more or less than their original cost. The returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or on the redemptions of Fund shares. The total operating expenses as stated in the fee table to the Fund’s prospectus dated December 31, 2022, is 0.50%. For performance information current to the most recent month-end, please call 1-800-617-0004.

 

(1)

Inception date is January 21, 2014.

 

(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)

Effective December 31, 2022, the Fund’s investment objective is changed to track the performance, before fees and expenses, of the Vident U.S. Quality IndexTM. Between January 6, 2016 and December 31, 2022, the Fund’s investment objective was to track the performance, before fees and expenses, of the Vident Core U.S. Stock Index. Prior to January 6, 2016, the Fund’s investment objective was to track the price and total return performance, before fees and expenses, of the Vident Core U.S. Equity Index. Performance shown for periods beginning December 31, 2022 is that of Vident U.S. Quality IndexTM , performance between January 6, 2016 and December 31, 2022 is that of the Vident Core U.S. Stock Index, and performance shown for periods prior to January 6, 2016 is that of the Vident Core U.S. Equity Index.

 

(4)

Morningstar U.S. Market Total Return Index is a diversified broad market index that targets 97% market capitalization coverage of the investable universe.

 

(5)

The Standard & Poor’s 500 Index (S&P 500) is an unmanaged index containing common stocks of 500 industrial, transportation, utility, and financial companies, regarded as generally representative of the U.S. stock market. The index return reflects the reinvestment of income dividends and capital gain distributions, if any, but does not reflect fees, brokerage commissions, or other expenses of investing.

 

11

 

 

Vident U.S. Bond Strategy ETFTM

 

Performance Summary
(Unaudited)

 

 

Growth of $10,000

 

 

This chart illustrates the performance of a hypothetical $10,000 investment made on October 15, 2014, and is not intended to imply any future performance. The returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. The chart assumes reinvestment of capital gains and dividends. It is not possible to invest directly in an index.

 

12

 

 

Vident U.S. Bond Strategy ETFTM

 

Performance Summary
(Unaudited) (Continued)

 

 

Average Annual Returns
August 31, 2023

One
Year

Three
Years

Five
Years

Since
Inception
(1)

Vident U.S. Bond Strategy ETFTM - NAV

-0.45%

-4.00%

0.36%

0.60%

Vident U.S. Bond Strategy ETFTM - Market

-0.15%

-3.91%

0.41%

0.61%

Vident Core U.S. Bond Index/Vident Core U.S. Bond Strategy Index(2)(3)

0.25%

-3.37%

1.05%

1.40%

FTSE Broad Investment Grade Bond Index(2)(4)

-1.24%

-4.47%

0.49%

0.92%

 

The performance data quoted is historical. Past performance is no guarantee of future results. Current performance may be higher or lower than the performance data quoted. The principal value and investment return of an investment will fluctuate so that your shares, when redeemed, may be worth more or less than their original cost. The returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or on the redemptions of Fund shares. The total operating expenses as stated in the fee table to the Fund’s prospectus dated December 31, 2022, is 0.41%. For performance information current to the most recent month-end, please call 1-800-617-0004.

 

(1)

Inception date is October 15, 2014.

 

(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)

Effective January 6, 2016, the Fund’s investment objective changed to track the performance, before fees and expenses, of the Vident Core U.S. Bond Index. Prior to January 6, 2016, the Fund’s investment objective was to track the price and total return performance, before fees and expenses, of the Vident Core U.S. Bond Strategy Index. Performance shown for periods beginning January 6, 2016 is that of the Vident Core U.S. Bond Index, and performance shown for periods prior to January 6, 2016 is that of the Vident Core U.S. Bond Strategy Index.

 

(4)

FTSE Broad Investment Grade Bond Index tracks the performance of the U.S. Dollar-denominated bonds issued in the U.S. investment-grade bond market.

 

13

 

 

Vident International Equity Strategy ETFTM

 

Portfolio Allocation
As of August 31, 2023 (Unaudited)

 

 

Country

Percentage of
Net Assets

Taiwan

7.7%

Singapore

7.0

Canada

6.6

Brazil

5.9

Republic of Korea

5.8

Norway

5.7

Switzerland

5.5

China

5.4

Germany

5.1

Hong Kong

5.1

Israel

4.4

Australia

4.2

United Kingdom

3.9

Sweden

3.4

Denmark

3.0

Malaysia

2.6

Indonesia

2.1

Italy

2.1

Poland

2.0

Netherlands

1.9

Mexico

1.7

Chile

1.5

Thailand

1.2

Spain

1.1

South Africa

0.7

Ireland

0.7

France

0.7

Japan

0.7

Portugal

0.4

Finland

0.3

Austria

0.3

Colombia

0.2

Belgium

0.1

Russian Federation

0.0

Short-Term Investments

0.3

Other Assets in Excess of Liabilities

0.7

Total

100.0%

 

14

 

 

Vident U.S. Equity Strategy ETFTM

 

Portfolio Allocation
As of August 31, 2023 (Unaudited) (Continued)

 

 

Sector

Percentage of
Net Assets

Information Technology

24.7%

Financials

13.6

Health Care

13.6

Consumer Discretionary

12.7

Industrials

8.9

Consumer Staples

7.4

Communication Services

7.1

Energy

5.6

Materials

3.2

Real Estate

1.7

Utilities

1.4

Short-Term Investments

0.2

Liabilities in Excess of Other Assets

(0.1)

Total

100.0%

 

 

15

 

 

Vident U.S. Bond Strategy ETFTM

 

Portfolio Allocation
As of August 31, 2023 (Unaudited) (Continued)

 

 

Asset Type

Percentage of
Net Assets

U.S. Government Notes/Bonds

61.6%

Corporate Bonds

24.6

Mortgage Backed Securities - U.S. Government Agency

9.9

U.S. Government Agency Issues

3.0

Short-Term Investments

7.2

Liabilities in Excess of Other Assets

(6.3)

Total

100.0%

 

16

 

 

Vident International Equity Strategy ETFTM

 

Schedule of Investments
August 31, 2023

 

 

 

Shares

 

Security Description

 

Value

 
       

COMMON STOCKS — 95.7%

       
       

Australia — 4.2%

       
    224,986  

AGL Energy, Ltd.

  $ 1,615,952  
    131,466  

BlueScope Steel, Ltd.

    1,788,879  
    62,331  

JB Hi-Fi, Ltd.

    1,843,642  
    779,490  

Medibank Private, Ltd.

    1,847,707  
    414,389  

Qantas Airways, Ltd. (a)

    1,586,124  
    174,490  

QBE Insurance Group, Ltd.

    1,692,871  
    77,857  

Sonic Healthcare, Ltd.

    1,621,642  
    550,052  

South32, Ltd.

    1,211,223  
    118,630  

Super Retail Group, Ltd.

    997,265  
    1,063,581  

Tabcorp Holdings, Ltd.

    754,269  
    100,071  

Yancoal Australia, Ltd.

    342,851  
              15,302,425  
       

Austria — 0.3%

       
    4,099  

OMV AG

    190,278  
    26,302  

voestalpine AG

    770,196  
              960,474  
       

Belgium — 0.1%

       
    55,495  

Proximus SADP

    420,296  
       

Brazil — 3.6%

       
    263,830  

Cia Brasileira de Distribuicao (a)

    263,779  
    444,500  

Cia de Saneamento de Minas Gerais Copasa MG

    1,598,097  
    492,635  

Embraer SA (a)

    1,932,351  
    293,081  

JBS SA

    1,096,327  
    725,653  

Marfrig Global Foods SA

    1,065,553  
    180,997  

Pagseguro Digital, Ltd. - Class A (a)

    1,625,353  
    216,822  

Telefonica Brasil SA

    1,824,897  
    632,165  

TIM SA

    1,848,887  
    510,800  

Vibra Energia SA

    1,897,335  
              13,152,579  
       

Canada — 6.6%

       
    99,503  

Air Canada (a)

    1,678,302  
    17,698  

Alimentation Couche-Tard, Inc.

    924,307  
    1,423  

Canadian Tire Corporation, Ltd. - Class A

    168,600  
    21,680  

Canfor Corporation (a)

    332,984  
    39,048  

Celestica, Inc. (a)

    909,133  

 

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

 

17

 

 

Vident International Equity Strategy ETFTM

 

Schedule of Investments
August 31, 2023 (Continued)

 

 

 

Shares

 

Security Description

 

Value

 
       

COMMON STOCKS — 95.7% (Continued)

       

Canada — 6.6% (Continued)

    151,353  

Crescent Point Energy Corporation

  $ 1,243,982  
    2,390  

Fairfax Financial Holdings, Ltd.

    1,968,369  
    61,214  

Great-West Lifeco, Inc.

    1,756,857  
    26,962  

iA Financial Corporation, Inc.

    1,689,322  
    34,503  

Interfor Corporation (a)

    581,447  
    28,824  

Magna International, Inc.

    1,693,286  
    91,066  

Manulife Financial Corporation

    1,681,384  
    88,816  

Parex Resources, Inc.

    1,678,573  
    65,616  

Power Corporation of Canada

    1,789,593  
    19,144  

Stelco Holdings, Inc.

    547,598  
    35,124  

Sun Life Financial, Inc.

    1,711,093  
    15,024  

TFI International, Inc.

    2,044,583  
    21,560  

West Fraser Timber Company, Ltd.

    1,627,657  
              24,027,070  
       

Chile — 1.0%

       
    860,797  

Cencosud SA

    1,833,835  
    13,927,655  

Enel Americas SA (a)

    1,647,289  
              3,481,124  
       

China — 5.4%

       
    813,500  

3SBio, Inc. (b)

    680,532  
    2,880,000  

China Railway Group, Ltd. - H-Shares

    1,524,150  
    2,426,500  

China Resources Pharmaceutical Group, Ltd. (b)

    1,621,432  
    486,500  

COSCO SHIPPING Holdings Company, Ltd. - H-Shares

    499,420  
    132,328  

Hello Group, Inc. - ADR

    1,141,991  
    1,694,000  

Lenovo Group, Ltd.

    1,916,126  
    457,700  

New China Life Insurance Company, Ltd. - H-Shares

    1,146,329  
    5,071,000  

People’s Insurance Company Group of China, Ltd. - Class H

    1,726,600  
    2,574,000  

PetroChina Company, Ltd. - Class H

    1,857,856  
    1,678,000  

PICC Property & Casualty Company, Ltd. - Class H

    1,930,125  
    612,800  

Sinopharm Group Company, Ltd. - Class H

    1,777,817  
    106,142  

Vipshop Holdings, Ltd. - ADR (a)

    1,675,982  
    1,619,700  

Yangzijiang Shipbuilding Holdings, Ltd.

    2,026,874  
              19,525,234  
       

Colombia — 0.2%

       
    263,830  

Almacenes Exito SA - BDR (a)

    768,424  

 

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

 

18

 

 

Vident International Equity Strategy ETFTM

 

Schedule of Investments
August 31, 2023 (Continued)

 

 

 

Shares

 

Security Description

 

Value

 
       

COMMON STOCKS — 95.7% (Continued)

       

Denmark — 3.0%

       
    942  

AP Moller - Maersk AS - Class B

  $ 1,715,421  
    39,232  

D/S Norden AS

    1,889,914  
    37,131  

Demant AS (a)

    1,523,209  
    8,991  

DSV AS

    1,711,929  
    380,941  

H Lundbeck AS

    1,939,391  
    19,297  

Pandora AS

    2,005,869  
              10,785,733  
       

Finland — 0.3%

       
    105,205  

Nokia OYJ

    420,998  
    122,765  

Outokumpu OYJ

    573,213  
              994,211  
       

France — 0.7%

       
    28,562  

Cie de Saint-Gobain SA

    1,864,950  
    15,297  

Renault SA

    619,859  
              2,484,809  
       

Germany — 4.6%

       
    7,087  

Aurubis AG

    588,122  
    15,836  

Bayerische Motoren Werke AG

    1,670,123  
    17,734  

BioNTech SE - ADR (a)

    2,144,573  
    37,298  

DHL Group

    1,744,144  
    114,145  

E.ON SE

    1,409,840  
    29,804  

Freenet AG

    714,887  
    36,334  

Fresenius Medical Care AG & Company KGaA

    1,756,837  
    37,336  

Fresenius SE & Company KGaA

    1,199,877  
    23,763  

Heidelberg Materials AG

    1,915,772  
    70,165  

K+S AG

    1,321,267  
    24,107  

Mercedes-Benz Group AG

    1,767,156  
    24,263  

Suedzucker AG

    391,848  
              16,624,446  
       

Hong Kong — 5.1%

       
    185,300  

ASMPT, Ltd.

    1,856,131  
    1,370,800  

China Taiping Insurance Holdings Company, Ltd.

    1,443,913  
    3,886,000  

China Traditional Chinese Medicine Holdings Company, Ltd.

    1,516,391  
    9,082,000  

GCL Technology Holdings, Ltd.

    1,575,098  
    704,000  

Kingboard Holdings, Ltd.

    1,598,011  

 

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

 

19

 

 

Vident International Equity Strategy ETFTM

 

Schedule of Investments
August 31, 2023 (Continued)

 

 

 

Shares

 

Security Description

 

Value

 
       

COMMON STOCKS — 95.7% (Continued)

       

Hong Kong — 5.1% (Continued)

    2,386,000  

Kunlun Energy Company, Ltd.

  $ 1,746,503  
    123,000  

Orient Overseas International, Ltd.

    1,650,091  
    6,143,000  

Pacific Basin Shipping, Ltd.

    1,668,580  
    1,562,000  

Sino Land Company, Ltd.

    1,790,720  
    933,000  

SITC International Holdings Company, Ltd.

    1,739,466  
    3,619,500  

WH Group, Ltd. (b)

    1,864,734  
              18,449,638  
       

Indonesia — 2.1%

       
    11,693,300  

Adaro Energy Indonesia Tbk PT

    2,049,975  
    4,277,200  

Astra International Tbk PT

    1,811,421  
    3,148,600  

Bank Negara Indonesia Persero Tbk PT

    1,896,809  
    1,094,600  

United Tractors Tbk PT

    1,868,654  
              7,626,859  
       

Ireland — 0.7%

       
    8,176  

Bank of Ireland Group plc

    81,621  
    2,542  

CRH plc

    146,335  
    14,387  

DCC plc

    788,836  
    21,302  

Medtronic plc

    1,736,113  
              2,752,905  
       

Israel — 4.4%

       
    216,906  

Bank Hapoalim BM

    1,801,126  
    1,227,641  

Bezeq The Israeli Telecommunication Corporation, Ltd.

    1,663,875  
    15,279  

Delek Group, Ltd.

    2,197,943  
    296,831  

ICL Group, Ltd.

    1,781,783  
    43,298  

Inmode, Ltd. (a)

    1,692,519  
    377,261  

Israel Discount Bank, Ltd. - Class A

    1,892,115  
    44,838  

Perion Network, Ltd. (a)

    1,488,173  
    17,571  

Plus500, Ltd.

    317,947  
    172,684  

Teva Pharmaceutical Industries, Ltd. (a)

    1,682,149  
    135,871  

ZIM Integrated Shipping Services, Ltd.

    1,639,963  
              16,157,593  
       

Italy — 2.1%

       
    374,546  

A2A SpA

    719,327  
    90,100  

Assicurazioni Generali SpA

    1,870,727  
    118,598  

Eni SpA

    1,838,645  

 

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

 

20

 

 

Vident International Equity Strategy ETFTM

 

Schedule of Investments
August 31, 2023 (Continued)

 

 

 

Shares

 

Security Description

 

Value

 
       

COMMON STOCKS — 95.7% (Continued)

       

Italy — 2.1% (Continued)

    98,143  

Iveco Group NV (a)

  $ 977,638  
    144,976  

Leonardo SpA

    2,095,115  
    95,730  

UnipolSai Assicurazioni SpA

    242,504  
              7,743,956  
       

Japan — 0.7%

       
    40,900  

Mazda Motor Corporation

    430,534  
    45,900  

Sankyo Company, Ltd.

    2,000,450  
              2,430,984  
       

Malaysia — 2.6%

       
    1,592,300  

CIMB Group Holdings Bhd

    1,932,036  
    3,571,800  

Hartalega Holdings Bhd

    1,501,080  
    962,800  

Malayan Banking Bhd

    1,890,325  
    700,800  

MISC Bhd

    1,087,448  
    1,230,700  

Petronas Chemicals Group Bhd

    1,888,488  
    1,293,900  

Sime Darby Plantation Bhd

    1,224,186  
              9,523,563  
       

Mexico — 1.7%

       
    186,186  

Arca Continental SAB de CV

    1,841,755  
    2,534,900  

Cemex SAB de CV (a)

    2,046,685  
    14,967  

Fomento Economico Mexicano SAB de CV

    169,751  
    262,500  

Qualitas Controladora SAB de CV

    2,091,984  
              6,150,175  
       

Netherlands — 1.9%

       
    350,146  

Aegon NV

    1,801,350  
    54,755  

Koninklijke Ahold Delhaize NV

    1,793,254  
    27,029  

Randstad NV

    1,589,423  
    100,078  

Stellantis NV

    1,865,655  
              7,049,682  
       

Norway — 5.7%

       
    38,782  

Aker BP ASA

    1,052,207  
    90,465  

DNB Bank ASA

    1,791,075  
    1,281,008  

DNO ASA

    1,195,246  
    60,451  

Equinor ASA

    1,865,163  
    42,486  

Kongsberg Gruppen ASA

    1,760,606  
    251,682  

Leroy Seafood Group ASA

    1,041,542  

 

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

 

21

 

 

Vident International Equity Strategy ETFTM

 

Schedule of Investments
August 31, 2023 (Continued)

 

 

 

Shares

 

Security Description

 

Value

 
       

COMMON STOCKS — 95.7% (Continued)

       

Norway — 5.7% (Continued)

    106,121  

Mowi ASA

  $ 1,925,455  
    285,225  

Norsk Hydro ASA

    1,584,710  
    232,483  

Orkla ASA

    1,776,436  
    196,490  

Storebrand ASA

    1,577,513  
    170,097  

Telenor ASA

    1,821,357  
    612,875  

Var Energi ASA

    1,778,044  
    45,782  

Yara International ASA

    1,673,815  
              20,843,169  
       

Poland — 2.0%

       
    65,378  

Bank Polska Kasa Opieki SA

    1,711,686  
    15,469  

KGHM Polska Miedz SA

    428,271  
    108,001  

ORLEN SA

    1,652,281  
    191,948  

Powszechna Kasa Oszczednosci Bank Polski SA (a)

    1,739,583  
    188,854  

Powszechny Zaklad Ubezpieczen SA

    1,893,925  
              7,425,746  
       

Portugal — 0.4%

       
    5,741,709  

Banco Comercial Portugues SA (a)

    1,604,059  
                 
       

Republic of Korea — 5.8%

       
    41,176  

DB HiTek Company, Ltd.

    1,666,666  
    32,838  

DB Insurance Company, Ltd.

    2,029,782  
    36,844  

Doosan Bobcat, Inc.

    1,499,684  
    64,033  

Hankook Tire & Technology Company, Ltd.

    1,877,268  
    10,028  

Hyundai Mobis Company, Ltd.

    1,752,576  
    36,455  

Hyundai Wia Corporation

    1,588,657  
    28,570  

Kia Corporation

    1,733,546  
    20,311  

LG Electronics, Inc.

    1,513,625  
    83,230  

LG Uplus Corporation

    658,032  
    57,617  

LX INTERNATIONAL Corporation

    1,323,000  
    6,027  

NongShim Company, Ltd.

    2,090,698  
    20,570  

OCI Holdings Company, Ltd.

    1,433,325  
    205,012  

SD Biosensor, Inc.

    1,940,382  
              21,107,241  
       

Russian Federation — 0.0%

       
    1,196  

Magnit PJSC - GDR (a)(c)(d)(e)

     

 

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

 

22

 

 

Vident International Equity Strategy ETFTM

 

Schedule of Investments
August 31, 2023 (Continued)

 

 

 

Shares

 

Security Description

 

Value

 
       

COMMON STOCKS — 95.7% (Continued)

       

Russian Federation — 0.0% (Continued)

    24,074  

Severstal PAO - GDR (a)(c)(d)(e)

  $  
               
       

Singapore — 7.0%

       
    1,587,700  

ComfortDelGro Corporation, Ltd.

    1,493,061  
    55,200  

DBS Group Holdings, Ltd.

    1,361,096  
    633,500  

Frasers Logistics & Commercial Trust (d)

    562,902  
    2,692,700  

Genting Singapore, Ltd.

    1,744,622  
    359,589  

Hafnia, Ltd.

    2,107,743  
    50,400  

Jardine Cycle & Carriage, Ltd.

    1,247,218  
    32,641  

JOYY, Inc. - ADR

    1,120,239  
    357,500  

Keppel Corporation, Ltd.

    1,837,135  
    755,200  

Keppel DC REIT

    1,230,241  
    674,800  

NetLink NBN Trust (d)

    432,212  
    198,000  

Oversea-Chinese Banking Corporation, Ltd.

    1,839,985  
    445,700  

Sembcorp Industries, Ltd.

    1,765,639  
    337,100  

Singapore Airlines, Ltd.

    1,714,829  
    953,600  

Singapore Telecommunications, Ltd.

    1,680,539  
    88,419  

United Overseas Bank, Ltd.

    1,862,004  
    173,100  

Venture Corporation, Ltd.

    1,680,371  
    673,100  

Wilmar International, Ltd.

    1,883,982  
              25,563,818  
       

South Africa — 0.7%

       
    82,053  

Aspen Pharmacare Holdings, Ltd.

    746,212  
    2,497,128  

Old Mutual, Ltd.

    1,673,544  
              2,419,756  
       

Spain — 1.1%

       
    240,790  

Banco Bilbao Vizcaya Argentaria SA

    1,898,910  
    90,837  

Mapfre SA

    192,349  
    457,904  

Telefonica SA

    1,900,479  
              3,991,738  
       

Sweden — 3.4%

       
    18,883  

Autoliv, Inc.

    1,842,981  
    112,492  

H&M Hennes & Mauritz AB - Class B

    1,720,578  
    8,837  

Saab AB - Class B

    466,953  
    98,102  

SKF AB - Class B

    1,592,492  

 

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

 

23

 

 

Vident International Equity Strategy ETFTM

 

Schedule of Investments
August 31, 2023 (Continued)

 

 

 

Shares

 

Security Description

 

Value

 
       

COMMON STOCKS — 95.7% (Continued)

       

Sweden — 3.4% (Continued)

    309,117  

SSAB AB - Class B

  $ 1,713,004  
    360,118  

Telefonaktiebolaget LM Ericsson - B Shares

    1,852,569  
    84,211  

Volvo AB - Class B

    1,701,155  
    374,287  

Volvo Car AB - Class B (a)

    1,426,063  
              12,315,795  
       

Switzerland — 5.5%

       
    8,316  

Chubb, Ltd.

    1,670,435  
    298,635  

Glencore plc

    1,594,837  
    6,534  

Helvetia Holding AG

    995,727  
    26,867  

Holcim AG

    1,781,298  
    25,963  

Julius Baer Group, Ltd.

    1,806,607  
    5,827  

Kuehne + Nagel International AG

    1,754,202  
    17,672  

Novartis AG

    1,786,908  
    1,386  

Roche Holding AG

    408,464  
    35,866  

STMicroelectronics NV

    1,699,758  
    5,875  

Swatch Group AG

    1,654,246  
    16,359  

Swiss Re AG

    1,590,986  
    2,869  

Swisscom AG

    1,747,548  
    10,867  

TE Connectivity, Ltd.

    1,438,682  
              19,929,698  
       

Taiwan — 7.7%

       
    1,601,000  

Acer, Inc.

    1,839,970  
    507,000  

ASE Technology Holding Company, Ltd.

    1,878,574  
    332,000  

Catcher Technology Company, Ltd.

    1,881,714  
    575,000  

Chicony Electronics Company, Ltd.

    1,868,729  
    1,866,000  

Compal Electronics, Inc.

    1,869,135  
    1,291,000  

Compeq Manufacturing Company, Ltd.

    1,836,381  
    1,608,000  

Eva Airways Corporation

    1,590,504  
    529,000  

Hon Hai Precision Industry Company, Ltd.

    1,769,064  
    942,000  

King Yuan Electronics Company, Ltd.

    2,271,697  
    275,000  

Micro-Star International Company, Ltd.

    1,377,310  
    740,000  

Pegatron Corporation

    1,812,444  
    540,000  

Powertech Technology, Inc.

    1,690,547  
    524,000  

Radiant Opto-Electronics Corporation

    1,966,244  
    395,000  

Tripod Technology Corporation

    2,344,214  

 

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

 

24

 

 

Vident International Equity Strategy ETFTM

 

Schedule of Investments
August 31, 2023 (Continued)

 

 

 

Shares

 

Security Description

 

Value

 
       

COMMON STOCKS — 95.7% (Continued)

       

Taiwan — 7.7% (Continued)

    1,300,000  

United Microelectronics Corporation

  $ 1,857,347  
              27,853,874  
       

Thailand — 1.2%

       
    388,100  

Bangkok Bank pcl - NVDR

    1,878,574  
    3,238,100  

Krung Thai Bank pcl - NVDR

    1,784,688  
    225,800  

SCB X pcl - NVDR

    760,888  
              4,424,150  
       

United Kingdom — 3.9%

       
    230,017  

Barratt Developments plc

    1,321,220  
    111,874  

BT Group plc

    163,876  
    1,158,243  

Centrica plc

    2,227,193  
    223,589  

HSBC Holdings plc

    1,652,049  
    152,794  

International Distributions Services plc (a)

    470,481  
    340,001  

J Sainsbury plc

    1,163,682  
    65,304  

Janus Henderson Group plc

    1,793,901  
    448,424  

Kingfisher plc

    1,329,640  
    374,315  

Marks & Spencer Group plc (a)

    1,075,746  
    850,055  

Taylor Wimpey plc

    1,231,183  
    23,784  

Tesco plc

    80,077  
    1,890,459  

Vodafone Group plc

    1,753,747  
              14,262,795  
       

TOTAL COMMON STOCKS (Cost $353,691,597)

    348,154,019  
                 
       

PREFERRED STOCKS — 3.3%

       
       

Brazil — 2.3%

       
    486,200  

Azul SA (a)

    1,420,021  
    214,000  

Banco Bradesco SA

    644,470  
    707,932  

Cia Energetica de Minas Gerais

    1,763,056  
    273,391  

Gerdau SA

    1,428,539  
    596,580  

Metalurgica Gerdau SA

    1,407,418  
    289,832  

Petroleo Brasileiro SA

    1,873,887  
              8,537,391  
       

Chile — 0.5%

       
    669,830  

Embotelladora Andina SA - Class B

    1,681,124  

 

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

 

25

 

 

Vident International Equity Strategy ETFTM

 

Schedule of Investments
August 31, 2023 (Continued)

 

 

 

Shares

 

Security Description

 

Value

 
       

PREFERRED STOCKS — 3.3% (Continued)

       

Germany — 0.5%

       
    33,068  

Schaeffler AG

  $ 196,859  
    13,704  

Volkswagen AG

    1,681,319  
              1,878,178  
       

TOTAL PREFERRED STOCKS (Cost $12,136,150)

    12,096,693  
               
 

Principal
Amount

           
       

SHORT-TERM INVESTMENTS — 0.3%

       
       

Money Market Deposit Account — 0.3%

       
  $ 1,131,898  

U.S. Bank Money Market Deposit Account, 4.21% (f)

    1,131,898  
       

TOTAL SHORT-TERM INVESTMENTS (Cost $1,131,898)

    1,131,898  
       

TOTAL INVESTMENTS — 99.3% (Cost $366,959,645)

    361,382,610  
       

Other Assets in Excess of Liabilities — 0.7%

    2,658,798  
       

NET ASSETS — 100.0%

  $ 364,041,408  

 

Percentages are stated as a percent of net assets.

(a)

Non-income producing security.

(b)

Security exempt from registration under Rule 144(a) and Regulation S of the Securities Act of 1933. Such securities are treated as liquid securities, according to the Fund’s liquidity guidelines. At August 31, 2023, the value of these securities amounted to $4,166,698 or 1.1% of net assets.

(c)

Value determined using significant unobservable inputs. Classified as Level 3 in the fair value hierarchy.

(d)

Security exempt from registration under Regulation S of the Securities Act of 1933. Such securities are treated as liquid securities, according to the Fund’s liquidity guidelines. At August 31, 2023, the value of these securities amounted to $995,114 or 0.3% of net assets.

(e)

These securities have been deemed illiquid according to the Fund’s liquidity guidelines. The value of these securities is $0, which represents 0.0% of net assets.

(f)

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 August 31, 2023.

 

ADR — American Depositary Receipt.

 

BDR — Brazilian Depositary Receipt.

 

GDR — Global Depositary Receipt.

 

NVDR — Non-Voting Depositary Receipt.

 

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

 

26

 

 

Vident U.S. Equity Strategy ETFTM

 

Schedule of Investments
August 31, 2023

 

 

 

Shares

 

Security Description

 

Value

 
       

COMMON STOCKS — 99.9%

       
       

Communication Services — 7.1%

       
    147,983  

Cargurus, Inc. (a)

  $ 2,679,972  
    8,625  

Charter Communications, Inc. - Class A (a)

    3,778,785  
    41,710  

Comcast Corporation - Class A

    1,950,360  
    22,181  

Electronic Arts, Inc.

    2,661,276  
    62,635  

Iridium Communications, Inc.

    3,065,983  
    15,551  

Meta Platforms, Inc. - Class A (a)

    4,601,385  
    7,644  

Netflix, Inc. (a)

    3,315,050  
    77,811  

New York Times Company - Class A

    3,444,693  
    33,502  

Pinterest, Inc. - Class A (a)

    920,970  
    152,963  

Sirius XM Holdings, Inc.

    673,037  
    162,848  

TEGNA, Inc.

    2,691,878  
    14,227  

T-Mobile US, Inc. (a)

    1,938,429  
    16,814  

Trade Desk, Inc. - Class A (a)

    1,345,624  
    63,322  

Yelp, Inc. (a)

    2,713,348  
    39,670  

Ziff Davis, Inc. (a)

    2,644,006  
              38,424,796  
       

Consumer Discretionary — 12.7%

       
    2,071  

AutoZone, Inc. (a)

    5,242,385  
    2,156  

Booking Holdings, Inc. (a)

    6,694,445  
    3,525  

Chipotle Mexican Grill, Inc. (a)

    6,791,406  
    32,581  

Home Depot, Inc.

    10,761,504  
    28,662  

John Wiley & Sons, Inc. - Class A

    1,065,080  
    3,029  

Lowe’s Companies, Inc.

    698,124  
    37,842  

McDonalds Corporation

    10,639,278  
    7,086  

O’Reilly Automotive, Inc. (a)

    6,658,714  
    54,118  

Starbucks Corporation

    5,273,258  
    30,375  

Tesla, Inc. (a)

    7,839,180  
    73,731  

TJX Companies, Inc.

    6,818,643  
              68,482,017  
       

Consumer Staples — 7.4%

       
    121,344  

Altria Group, Inc.

    5,365,831  
    177,384  

Coca-Cola Company

    10,612,885  
    59,315  

PepsiCo, Inc.

    10,553,325  
    81,912  

Walmart, Inc.

    13,319,710  
              39,851,751  

 

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

 

27

 

 

Vident U.S. Equity Strategy ETFTM

 

Schedule of Investments
August 31, 2023 (Continued)

 

 

 

Shares

 

Security Description

 

Value

 
       

COMMON STOCKS — 99.9% (Continued)

       

Energy — 5.6%

       
    67,091  

Chevron Corporation

  $ 10,808,360  
    41,970  

EOG Resources, Inc.

    5,398,181  
    97,739  

Exxon Mobil Corporation

    10,867,600  
    12,258  

Pioneer Natural Resources Company

    2,916,546  
              29,990,687  
       

Financials — 13.6%

       
    25,138  

Affiliated Managers Group, Inc.

    3,368,743  
    64,007  

Bancorp, Inc. (a)

    2,349,697  
    17,854  

Cboe Global Markets, Inc.

    2,672,922  
    12,935  

Cincinnati Financial Corporation

    1,368,394  
    94,171  

Equitable Holdings, Inc.

    2,712,125  
    93,125  

First Financial Bankshares, Inc.

    2,674,550  
    464,175  

Genworth Financial, Inc. - Class A (a)

    2,687,573  
    24,010  

Globe Life, Inc.

    2,678,796  
    11,510  

LPL Financial Holdings, Inc.

    2,654,091  
    1,810  

Markel Group, Inc. (a)

    2,676,845  
    26,071  

Mastercard, Inc. - Class A

    10,757,938  
    153,750  

MGIC Investment Corporation

    2,702,925  
    7,225  

MSCI, Inc.

    3,927,655  
    39,714  

Pathward Financial, Inc.

    1,956,709  
    30,523  

Principal Financial Group, Inc.

    2,371,942  
    98,117  

PROG Holdings, Inc. (a)

    3,365,413  
    25,885  

RLI Corporation

    3,404,395  
    21,871  

SEI Investments Company

    1,357,314  
    15,770  

Tradeweb Markets, Inc. - Class A

    1,363,001  
    43,743  

Visa, Inc. - Class A

    10,746,780  
    43,448  

W.R. Berkley Corporation

    2,687,693  
    1,714  

White Mountains Insurance Group, Ltd.

    2,723,015  
              73,208,516  
       

Health Care — 13.6%

       
    13,222  

AbbVie, Inc.

    1,943,105  
    15,944  

Agilent Technologies, Inc.

    1,930,340  
    85,375  

Bristol-Myers Squibb Company

    5,263,369  
    81,722  

Corcept Therapeutics, Inc. (a)

    2,674,761  
    107,017  

Cross Country Healthcare, Inc. (a)

    2,756,758  

 

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

 

28

 

 

Vident U.S. Equity Strategy ETFTM

 

Schedule of Investments
August 31, 2023 (Continued)

 

 

 

Shares

 

Security Description

 

Value

 
       

COMMON STOCKS — 99.9% (Continued)

       

Health Care — 13.6% (Continued)

    40,651  

Danaher Corporation

  $ 10,772,515  
    85,760  

Gilead Sciences, Inc.

    6,558,925  
    7,607  

IDEXX Laboratories, Inc. (a)

    3,890,296  
    42,546  

Johnson & Johnson

    6,878,837  
    3,434  

Medpace Holdings, Inc. (a)

    928,107  
    121,952  

Merck & Company, Inc.

    13,290,329  
    9,165  

Shockwave Medical, Inc. (a)

    2,019,874  
    21,775  

UnitedHealth Group, Inc.

    10,377,530  
    20,184  

Zoetis, Inc.

    3,845,254  
              73,130,000  
       

Industrials — 8.9%

       
    9,114  

A.O. Smith Corporation

    660,765  
    16,593  

Acuity Brands, Inc.

    2,676,119  
    22,245  

Atkore, Inc. (a)

    3,425,063  
    14,596  

Caterpillar, Inc.

    4,103,374  
    6,544  

Cintas Corporation

    3,299,288  
    8,015  

Encore Wire Corporation

    1,320,952  
    22,920  

Expeditors International of Washington, Inc.

    2,674,993  
    46,627  

Fastenal Company

    2,684,783  
    7,921  

Illinois Tool Works, Inc.

    1,959,259  
    14,087  

Landstar System, Inc.

    2,673,853  
    23,089  

MSC Industrial Direct Company, Inc. - Class A

    2,356,463  
    42,947  

Mueller Industries, Inc.

    3,313,791  
    5,534  

Old Dominion Freight Line, Inc.

    2,365,066  
    43,989  

Paychex, Inc.

    5,376,775  
    18,113  

Tecnoglass, Inc.

    705,864  
    11,219  

Verisk Analytics, Inc.

    2,717,466  
    16,133  

Watts Water Technologies, Inc. - Class A

    3,045,426  
    3,318  

WW Grainger, Inc.

    2,369,517  
              47,728,817  
       

Information Technology — 24.7%

       
    19,853  

Adobe, Inc. (a)

    11,104,577  
    72,869  

Apple, Inc.

    13,689,899  
    44,753  

Applied Materials, Inc.

    6,836,468  
    11,788  

Broadcom, Inc.

    10,879,027  

 

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

 

29

 

 

Vident U.S. Equity Strategy ETFTM

 

Schedule of Investments
August 31, 2023 (Continued)

 

 

 

Shares

 

Security Description

 

Value

 
       

COMMON STOCKS — 99.9% (Continued)

       

Information Technology — 24.7% (Continued)

    28,207  

Cadence Design Systems, Inc. (a)

  $ 6,782,091  
    189,741  

Cisco Systems, Inc.

    10,881,646  
    32,875  

Diodes, Inc. (a)

    2,690,819  
    64,184  

Dynatrace, Inc. (a)

    3,093,669  
    3,775  

Fair Isaac Corporation (a)

    3,414,827  
    110,636  

Fortinet, Inc. (a)

    6,661,394  
    10,510  

KLA Corporation

    5,274,654  
    7,841  

Lam Research Corporation

    5,507,518  
    35,545  

Lattice Semiconductor Corporation (a)

    3,457,107  
    15,158  

Manhattan Associates, Inc. (a)

    3,071,314  
    81,866  

Microchip Technology, Inc.

    6,699,913  
    40,853  

Microsoft Corporation

    13,389,979  
    9,759  

Palo Alto Networks, Inc. (a)

    2,374,365  
    44,075  

Photronics, Inc. (a)

    1,047,222  
    47,160  

QUALCOMM, Inc.

    5,401,235  
    15,460  

Qualys, Inc. (a)

    2,406,349  
    54,864  

Rambus, Inc. (a)

    3,098,170  
    11,883  

Synopsys, Inc. (a)

    5,452,990  
              133,215,233  
       

Materials — 3.2%

       
    11,700  

Alpha Metallurgical Resources, Inc.

    2,373,228  
    35,090  

CF Industries Holdings, Inc.

    2,704,386  
    11,330  

Nucor Corporation

    1,949,893  
    11,731  

Reliance Steel & Aluminum Company

    3,342,866  
    11,692  

Southern Copper Corporation

    943,077  
    31,469  

Steel Dynamics, Inc.

    3,354,281  
    67,090  

Warrior Met Coal, Inc.

    2,654,080  
              17,321,811  
       

Real Estate — 1.7%

       
    14,364  

Crown Castle, Inc.

    1,443,582  
    19,237  

Public Storage

    5,316,722  
    292,258  

Sunstone Hotel Investors, Inc.

    2,624,477  
              9,384,781  
       

Utilities — 1.4%

       
    50,536  

National Fuel Gas Company

    2,715,805  

 

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

 

30

 

 

Vident U.S. Equity Strategy ETFTM

 

Schedule of Investments
August 31, 2023 (Continued)

 

 

 

Shares

 

Security Description

 

Value

 
       

COMMON STOCKS — 99.9% (Continued)

       

Utilities — 1.4% (Continued)

    16,170  

Otter Tail Corporation

  $ 1,331,923  
    13,518  

Public Service Enterprise Group, Inc.

    825,679  
    88,196  

Vistra Corporation

    2,771,118  
              7,644,525  
       

TOTAL COMMON STOCKS (Cost $491,031,423)

    538,382,934  
               
 

Principal
Amount

           
       

SHORT-TERM INVESTMENTS — 0.2%

       
       

Money Market Deposit Account — 0.2%

       
  $ 1,273,030  

U.S. Bank Money Market Deposit Account, 4.21% (b)

    1,273,030  
       

TOTAL SHORT-TERM INVESTMENTS (Cost $1,273,030)

    1,273,030  
       

TOTAL INVESTMENTS — 100.1% (Cost $492,304,453)

    539,655,964  
       

Liabilities in Excess of Other Assets — (0.1)%

    (474,231 )
       

NET ASSETS — 100.0%

  $ 539,181,733  

 

Percentages are stated as a percent of net assets.

(a)

Non-income producing security.

(b)

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 August 31, 2023.

 

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 the Fund’s Administrator, U.S. Bancorp Fund Services, LLC.

 

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

 

31

 

 

Vident U.S. Bond Strategy ETFTM

 

Schedule of Investments
August 31, 2023

 

 

 

Principal
Amount

 

Security Description

 

Value

 
       

CORPORATE BONDS — 24.6%

       
       

Communication Services — 0.3%

       
       

Hughes Satellite Systems Corporation

       
  $ 1,330,000  

08/01/2026, 5.250%

  $ 1,224,431  
       

Consumer Discretionary — 1.7%

       
       

AutoNation, Inc.

       
    1,300,000  

03/01/2032, 3.850%

    1,101,765  
       

Brunswick Corporation

       
    1,635,000  

08/18/2031, 2.400%

    1,255,517  
       

Dick’s Sporting Goods, Inc.

       
    1,690,000  

01/15/2052, 4.100%

    1,097,672  
       

General Motors Company

       
    1,100,000  

04/01/2046, 6.750%

    1,087,162  
       

Lear Corporation

       
    1,245,000  

05/15/2049, 5.250%

    1,084,236  
       

MDC Holdings, Inc.

       
    1,280,000  

01/15/2043, 6.000%

    1,120,681  
              6,747,033  
       

Consumer Staples — 0.8%

       
       

Altria Group, Inc.

       
    1,500,000  

05/06/2050, 4.450%

    1,114,658  
       

Kraft Heinz Foods Company

       
    105,000  

01/26/2039, 6.875%

    115,190  
    890,000  

02/09/2040, 6.500%

    942,747  
       

Philip Morris International, Inc.

       
    1,270,000  

11/15/2043, 4.875%

    1,118,528  
              3,291,123  
       

Energy — 5.1%

       
       

Apache Corporation

       
    1,350,000  

09/01/2040, 5.100%

    1,123,714  
       

Continental Resources, Inc.

       
    1,570,000  

06/01/2044, 4.900%

    1,205,829  
       

Devon Energy Corporation

       
    975,000  

09/30/2031, 7.875%

    1,100,678  
       

Energy Transfer LP

       
    1,030,000  

07/01/2038, 7.500%

    1,119,656  

 

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

 

32

 

 

Vident U.S. Bond Strategy ETFTM

 

Schedule of Investments
August 31, 2023 (Continued)

 

 

 

Principal
Amount

 

Security Description

 

Value

 
       

CORPORATE BONDS — 24.6% (Continued)

       

Energy — 5.1% (Continued)

       

Enterprise Products Operating LLC

       
  $ 1,510,000  

02/15/2078, 5.375% (a)

  $ 1,257,335  
       

EQT Corporation

       
    1,020,000  

02/01/2030, 7.000%

    1,068,215  
       

Halliburton Company

       
    860,000  

09/15/2039, 7.450%

    1,001,824  
       

Hess Corporation

       
    1,050,000  

01/15/2040, 6.000%

    1,032,494  
       

Magellan Midstream Partners LP

       
    1,320,000  

10/15/2043, 5.150%

    1,118,253  
       

Marathon Oil Corporation

       
    945,000  

10/01/2037, 6.600%

    954,284  
    165,000  

06/01/2045, 5.200%

    136,850  
       

Marathon Petroleum Corporation

       
    945,000  

03/01/2041, 6.500%

    964,375  
       

NOV, Inc.

       
    1,570,000  

12/01/2042, 3.950%

    1,168,058  
       

ONEOK Partners LP

       
    1,145,000  

02/01/2041, 6.125%

    1,113,173  
       

Ovintiv, Inc.

       
    1,000,000  

11/01/2031, 7.375%

    1,073,591  
       

Patterson-UTI Energy, Inc.

       
    1,290,000  

02/01/2028, 3.950%

    1,179,607  
       

Phillips 66 Company

       
    930,000  

10/01/2046, 4.900%

    814,193  
       

Valero Energy Corporation

       
    1,000,000  

06/15/2037, 6.625%

    1,065,808  
       

Western Midstream Operating LP

       
    1,475,000  

02/01/2050, 5.250%

    1,195,237  
              19,693,174  
       

Financials — 8.7%

       
       

Ally Financial, Inc.

       
    1,270,000  

02/14/2033, 6.700%

    1,151,340  

 

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

 

33

 

 

Vident U.S. Bond Strategy ETFTM

 

Schedule of Investments
August 31, 2023 (Continued)

 

 

 

Principal
Amount

 

Security Description

 

Value

 
       

CORPORATE BONDS — 24.6% (Continued)

       

Financials — 8.7% (Continued)

       

American Assets Trust LP

       
  $ 1,400,000  

02/01/2031, 3.375%

  $ 1,088,985  
       

Ares Capital Corporation

       
    1,700,000  

11/15/2031, 3.200%

    1,323,360  
       

Athene Holding, Ltd.

       
    1,790,000  

05/25/2051, 3.950%

    1,254,598  
       

Blackstone Secured Lending Fund

       
    1,430,000  

09/30/2028, 2.850%

    1,182,378  
       

Brighthouse Financial, Inc.

       
    1,515,000  

06/22/2047, 4.700%

    1,130,148  
       

Capital One Financial Corporation

       
    1,620,000  

07/29/2032, 2.359% (a)

    1,156,658  
       

Citizens Financial Group, Inc.

       
    1,440,000  

07/27/2026, 2.850%

    1,307,866  
       

Comerica Bank

       
    1,350,000  

08/25/2033, 5.332% (a)

    1,178,760  
       

Corebridge Financial, Inc.

       
    1,245,000  

12/15/2052, 6.875% (a)

    1,211,710  
       

F&G Annuities & Life, Inc.

       
    1,100,000  

01/13/2028, 7.400% (d)

    1,120,039  
       

Fifth Third Bancorp

       
    810,000  

03/01/2038, 8.250%

    915,841  
       

Fifth Third Bank

       
    370,000  

03/15/2026, 3.850%

    345,378  
       

GLP Capital LP / GLP Financing II, Inc.

       
    1,105,000  

06/01/2028, 5.750%

    1,074,596  
       

Huntington Bancshares, Inc.

       
    1,550,000  

08/15/2036, 2.487% (a)

    1,137,972  
       

KeyBank NA

       
    1,400,000  

08/08/2032, 4.900%

    1,156,592  
       

Kilroy Realty LP

       
    1,440,000  

02/15/2030, 3.050%

    1,151,662  
       

Legg Mason, Inc.

       
    1,000,000  

01/15/2044, 5.625%

    971,186  

 

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

 

34

 

 

Vident U.S. Bond Strategy ETFTM

 

Schedule of Investments
August 31, 2023 (Continued)

 

 

 

Principal
Amount

 

Security Description

 

Value

 
       

CORPORATE BONDS — 24.6% (Continued)

       

Financials — 8.7% (Continued)

       

Lincoln National Corporation

       
  $ 1,150,000  

06/15/2040, 7.000%

  $ 1,213,138  
       

Manufacturers & Traders Trust Company

       
    1,320,000  

08/17/2027, 3.400%

    1,175,863  
       

Markel Group, Inc.

       
    1,000,000  

04/05/2046, 5.000%

    869,463  
       

MetLife, Inc.

       
    900,000  

08/01/2069, 10.750%

    1,155,798  
       

MGIC Investment Corporation

       
    1,170,000  

08/15/2028, 5.250%

    1,117,686  
       

Prudential Financial, Inc.

       
    1,100,000  

05/15/2045, 5.375% (a)

    1,077,640  
       

Regions Bank

       
    1,188,000  

06/26/2037, 6.450%

    1,169,574  
       

Synchrony Financial

       
    1,270,000  

08/04/2026, 3.700%

    1,157,016  
       

Synovus Bank

       
    1,250,000  

02/15/2028, 5.625%

    1,159,609  
       

Unum Group

       
    1,290,000  

08/15/2042, 5.750%

    1,179,481  
       

US Bancorp

       
    1,500,000  

11/03/2036, 2.491% (a)

    1,106,528  
       

Zions Bancorp

       
    1,800,000  

10/29/2029, 3.250%

    1,414,982  
              33,655,847  
       

Health Care — 1.0%

       
       

Cardinal Health, Inc.

       
    1,200,000  

06/15/2047, 4.368%

    962,268  
       

Centene Corporation

       
    1,150,000  

12/15/2029, 4.625%

    1,058,604  
       

HCA, Inc.

       
    1,000,000  

06/15/2047, 5.500%

    911,226  

 

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

 

35

 

 

Vident U.S. Bond Strategy ETFTM

 

Schedule of Investments
August 31, 2023 (Continued)

 

 

 

Principal
Amount

 

Security Description

 

Value

 
       

CORPORATE BONDS — 24.6% (Continued)

       

Health Care — 1.0% (Continued)

       
       

Viatris, Inc.

       
  $ 1,600,000  

06/22/2040, 3.850%

  $ 1,121,342  
              4,053,440  
       

Industrials — 1.4%

       
       

BNSF Funding Trust I

       
    1,190,000  

12/15/2055, 6.613% (a)

    1,166,200  
       

FedEx Corporation

       
    1,105,000  

01/15/2044, 5.100%

    1,008,384  
       

Flowserve Corporation

       
    1,310,000  

10/01/2030, 3.500%

    1,124,054  
       

Kirby Corporation

       
    1,210,000  

03/01/2028, 4.200%

    1,137,367  
       

Owens Corning

       
    1,160,000  

07/15/2047, 4.300%

    932,635  
              5,368,640  
       

Information Technology — 1.2%

       
       

Corning, Inc.

       
    685,000  

11/15/2079, 5.450%

    615,161  
       

HP, Inc.

       
    995,000  

09/15/2041, 6.000%

    983,721  
       

Kyndryl Holdings, Inc.

       
    1,795,000  

10/15/2041, 4.100%

    1,226,134  
       

Qorvo, Inc.

       
    915,000  

10/15/2029, 4.375%

    829,870  
       

Vontier Corporation

       
    1,410,000  

04/01/2031, 2.950%

    1,118,847  
              4,773,733  
       

Materials — 1.0%

       
       

Dow Chemical Company

       
    650,000  

05/15/2039, 9.400%

    860,776  
       

FMC Corporation

       
    1,150,000  

05/18/2053, 6.375%

    1,100,451  
       

Freeport-McMoRan, Inc.

       
    1,180,000  

03/15/2043, 5.450%

    1,060,170  

 

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

 

36

 

 

Vident U.S. Bond Strategy ETFTM

 

Schedule of Investments
August 31, 2023 (Continued)

 

 

 

Principal
Amount

 

Security Description

 

Value

 
       

CORPORATE BONDS — 24.6% (Continued)

       

Materials — 1.0% (Continued)

       

Mosaic Company

       
  $ 950,000  

11/15/2043, 5.625%

  $ 879,984  
              3,901,381  
       

Real Estate — 1.6%

       
       

Brixmor Operating Partnership LP

       
    1,185,000  

07/01/2030, 4.050%

    1,072,105  
       

Corporate Office Properties LP

       
    1,510,000  

04/15/2031, 2.750%

    1,166,273  
       

EPR Properties

       
    1,365,000  

08/15/2029, 3.750%

    1,113,945  
       

Sabra Health Care LP

       
    1,530,000  

12/01/2031, 3.200%

    1,170,786  
       

Simon Property Group LP

       
    850,000  

02/01/2040, 6.750%

    914,226  
       

VICI Properties LP

       
    750,000  

05/15/2052, 5.625%

    660,553  
              6,097,888  
       

Utilities — 1.8%

       
       

American Electric Power Company, Inc.

       
    1,350,000  

02/15/2062, 3.875% (a)

    1,094,703  
       

Edison International

       
    1,100,000  

06/15/2053, 8.125% (a)

    1,121,593  
       

National Fuel Gas Company

       
    1,100,000  

01/15/2026, 5.500%

    1,090,473  
       

NextEra Energy Capital Holdings, Inc.

       
    1,140,000  

12/01/2077, 4.800% (a)

    1,014,187  
    360,000  

03/15/2082, 3.800% (a)

    304,001  
       

Sempra

       
    1,415,000  

04/01/2052, 4.125% (a)

    1,144,319  
       

Southern Company

       
    1,345,000  

09/15/2051, 3.750% (a)

    1,165,044  
              6,934,320  
       

TOTAL CORPORATE BONDS (Cost $102,749,366)

    95,741,010  
                 

 

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

 

37

 

 

Vident U.S. Bond Strategy ETFTM

 

Schedule of Investments
August 31, 2023 (Continued)

 

 

 

Principal
Amount

 

Security Description

 

Value

 
       

MORTGAGE BACKED SECURITIES - U.S. GOVERNMENT AGENCY — 9.9%

       
       

Federal National Mortgage Association

       
  $ 850,000  

09/01/2040, 4.000% (b)

  $ 785,055  
    2,545,000  

09/15/2041, 5.500% (b)

    2,514,032  
    3,570,000  

09/15/2041, 6.000% (b)

    3,579,483  
    2,990,000  

09/15/2042, 3.000% (b)

    2,578,875  
    2,983,331  

04/01/2052, 4.000%

    2,757,476  
    3,660,894  

05/01/2052, 4.000%

    3,384,509  
    3,713,024  

06/01/2052, 4.000%

    3,432,695  
    2,250,000  

09/15/2053, 6.500% (b)

    2,284,805  
              21,316,930  
       

Government National Mortgage Association

       
    600,000  

09/15/2041, 4.000% (b)

    559,406  
    500,000  

09/15/2041, 4.500% (b)

    476,465  
    650,000  

09/15/2042, 3.000% (b)

    572,101  
    510,000  

09/15/2042, 3.500% (b)

    463,343  
    1,790,000  

09/15/2048, 5.000% (b)

    1,742,173  
    4,710,000  

03/20/2053, 5.500% (b)

    4,662,256  
    6,100,000  

09/15/2053, 6.000% (b)

    6,119,063  
    2,350,000  

09/15/2053, 6.500% (b)

    2,380,109  
              16,974,916  
       

TOTAL MORTGAGE BACKED SECURITIES - U.S. GOVERNMENT AGENCY (Cost $38,975,984)

    38,291,846  
                 
       

U.S. GOVERNMENT AGENCY ISSUE — 3.0%

       
       

Financials — 1.4%

       
       

Federal Farm Credit Banks Funding Corporation

       
    330,000  

01/06/2025, 1.125%

    312,374  
    320,000  

02/14/2025, 1.750%

    304,982  
              617,356  
       

Federal Home Loan Banks

       
    480,000  

12/13/2024, 2.750%

    465,405  
    340,000  

12/20/2024, 1.000%

    321,988  
    560,000  

03/14/2025, 2.375%

    537,744  
    455,000  

04/14/2025, 0.500%

    423,594  

 

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

 

38

 

 

Vident U.S. Bond Strategy ETFTM

 

Schedule of Investments
August 31, 2023 (Continued)

 

 

 

Principal
Amount

 

Security Description

 

Value

 
       

U.S. GOVERNMENT AGENCY ISSUE — 3.0% (Continued)

       

Financials — 1.4% (Continued)

  $ 305,000  

09/04/2025, 0.375%

  $ 279,068  
              2,027,799  
       

Federal Home Loan Mortgage Corporation

       
    310,000  

02/12/2025, 1.500%

    294,365  
    125,000  

07/21/2025, 0.375%

    114,830  
    490,000  

09/23/2025, 0.375%

    446,992  
              856,187  
       

Federal National Mortgage Association

       
    330,000  

01/07/2025, 1.625%

    314,973  
    455,000  

04/22/2025, 0.625%

    423,793  
    265,000  

06/17/2025, 0.500%

    244,893  
    555,000  

08/25/2025, 0.375%

    507,383  
    290,000  

11/07/2025, 0.500%

    264,199  
              1,755,241  
              5,256,583  
       

Utilities — 1.6%

       
       

Tennessee Valley Authority

       
    60,000  

09/15/2024, 2.875%

    58,455  
    1,030,000  

05/15/2025, 0.750%

    957,570  
    530,000  

11/01/2025, 6.750%

    549,026  
    255,000  

04/01/2036, 5.880%

    284,263  
    800,000  

01/15/2038, 6.150%

    903,442  
    620,000  

09/15/2039, 5.250%

    638,616  
    1,235,000  

12/15/2042, 3.500%

    1,002,735  
    590,000  

04/01/2056, 5.375%

    626,145  
    470,000  

09/15/2060, 4.625%

    438,484  
    710,000  

09/15/2065, 4.250%

    616,205  
              6,074,941  
       

TOTAL U.S. GOVERNMENT AGENCY ISSUE (Cost $12,077,132)

    11,331,524  
                 
       

U.S. GOVERNMENT NOTES/BONDS — 61.6%

       
       

U.S. Treasury Bonds — 14.8%

       
       

United States Treasury Bonds

       
    4,470,000  

08/15/2041, 1.750%

    3,006,948  

 

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

 

39

 

 

Vident U.S. Bond Strategy ETFTM

 

Schedule of Investments
August 31, 2023 (Continued)

 

 

 

Principal
Amount

 

Security Description

 

Value

 
       

U.S. GOVERNMENT NOTES/BONDS — 61.6% (Continued)

       

U.S. Treasury Bonds — 14.8% (Continued)

  $ 2,950,000  

11/15/2041, 2.000%

  $ 2,066,613  
    3,850,000  

08/15/2042, 2.750%

    3,029,845  
    5,540,000  

11/15/2042, 2.750%

    4,347,169  
    2,010,000  

02/15/2043, 3.125%

    1,670,538  
    5,310,000  

05/15/2043, 2.875%

    4,232,236  
    1,930,000  

02/15/2044, 3.625%

    1,722,487  
    4,245,000  

05/15/2044, 3.375%

    3,642,243  
    5,320,000  

08/15/2044, 3.125%

    4,379,441  
    6,495,000  

11/15/2044, 3.000%

    5,227,206  
    6,095,000  

02/15/2045, 2.500%

    4,477,920  
    4,455,000  

05/15/2045, 3.000%

    3,571,918  
    4,750,000  

02/15/2046, 2.500%

    3,455,347  
    5,015,000  

05/15/2046, 2.500%

    3,643,613  
    12,270,000  

08/15/2046, 2.250%

    8,457,433  
    1,465,000  

05/15/2050, 1.250%

    766,206  
              57,697,163  
       

U.S. Treasury Notes — 46.8%

       
       

United States Treasury Notes

       
    1,692,000  

12/31/2024, 1.750%

    1,617,645  
    4,465,000  

01/15/2025, 1.125%

    4,228,146  
    4,215,000  

01/31/2025, 1.375%

    4,000,134  
    12,315,000  

01/31/2025, 2.500%

    11,873,392  
    13,905,000  

02/15/2025, 1.500%

    13,203,775  
    5,965,000  

02/15/2025, 2.000%

    5,706,594  
    8,070,000  

02/28/2025, 1.125%

    7,612,280  
    11,470,000  

02/28/2025, 2.750%

    11,083,335  
    7,265,000  

03/15/2025, 1.750%

    6,909,980  
    2,329,000  

03/31/2025, 0.500%

    2,169,336  
    2,965,000  

03/31/2025, 2.625%

    2,855,723  
    2,355,000  

04/15/2025, 2.625%

    2,266,871  
    3,941,000  

04/30/2025, 0.375%

    3,651,891  
    7,530,000  

04/30/2025, 2.875%

    7,273,068  
    1,140,000  

05/15/2025, 2.125%

    1,086,830  
    17,890,000  

05/31/2025, 0.250%

    16,484,657  

 

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

 

40

 

 

Vident U.S. Bond Strategy ETFTM

 

Schedule of Investments
August 31, 2023 (Continued)

 

 

 

Principal
Amount

 

Security Description

 

Value

 
       

U.S. GOVERNMENT NOTES/BONDS — 61.6% (Continued)

       

U.S. Treasury Notes — 46.8% (Continued)

  $ 6,730,000  

05/31/2025, 2.875%

  $ 6,493,530  
    15,650,000  

06/15/2025, 2.875%

    15,094,914  
    2,441,000  

06/30/2025, 2.750%

    2,348,318  
    21,700,000  

08/31/2025, 0.250%

    19,812,270  
    18,300,000  

09/15/2025, 3.500%

    17,823,199  
    12,750,000  

09/30/2025, 3.000%

    12,290,054  
    3,350,000  

10/15/2025, 4.250%

    3,312,182  
    2,550,000  

10/31/2025, 3.000%

    2,456,267  
              181,654,391  
       

TOTAL U.S. GOVERNMENT NOTES/BONDS (Cost $247,650,554)

    239,351,554  
                 
       

SHORT-TERM INVESTMENTS — 7.2%

       
       

Money Market Deposit Account — 7.2%

       
    27,863,437  

U.S. Bank Money Market Deposit Account, 4.21% (c)(e)

    27,863,437  
       

TOTAL SHORT-TERM INVESTMENTS (Cost $27,863,437)

    27,863,437  
       

TOTAL INVESTMENTS — 106.3% (Cost $429,316,473)

    412,579,371  
       

Liabilities in Excess of Other Assets — (6.3)%

    (24,323,811 )
       

NET ASSETS — 100.0%

  $ 388,255,560  

 

Percentages are stated as a percent of net assets.

(a)

Variable or Floating Rate Security based on a reference index and spread. Certain securities are fixed to variable and currently in the fixed phase. Rate disclosed is the rate in effect as of August 31, 2023.

(b)

Security purchased on a forward-commitment basis (“TBA commitment”). On August 31, 2023, the total value of TBA commitments was $28,717,166 or 7.4% of net assets.

(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 rate that is determined based on conditions and may change daily and by any amount. The rate shown is as of August 31, 2023.

(d)

Security exempt from registration under Rule 144(a) of the Securities Act of 1933. Such securities are treated as liquid securities, according to the Fund’s liquidity guidelines. At August 31, 2023, the value of these securities amounted to $1,120,039 or 0.3% of net assets.

(e)

All or a portion of this security has been pledged as collateral in connection with TBA commitments. At August 31, 2023, the value of securities pledged amounted to $27,863,437. In addition, the Fund held cash collateral in the amount of $1,710,000.

 

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 the Fund’s Administrator, U.S. Bancorp Fund Services, LLC.

 

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

 

41

 

 

Vident ETFs

 

Statements of Assets and Liabilities
August 31, 2023

 

 

   

Vident
International
Equity
Strategy ETF
TM

   

Vident
U.S. Equity
Strategy ETF
TM

   

Vident
U.S. Bond
Strategy ETF
TM

 

ASSETS

                       

Investments in securities, at value*

  $ 361,382,610     $ 539,655,964     $ 412,579,371  

Cash held as collateral for TBA commitments

                1,710,000  

Dividends and interest receivable

    1,468,334       800,425       2,837,294  

Dividend tax reclaim receivable

    1,381,143              

Receivable for capital shares sold

          63,227,320        

Receivable for securities sold

          293,038,483        

Total assets

    364,232,087       896,722,192       417,126,665  
                         

LIABILITIES

                       

Foreign currency due to custodian, at value*

    567              

Payable for securities purchased

          294,152,612       28,736,878  

Payable for capital shares redeemed

          63,160,630        

Management fees payable

    190,112       227,217       134,227  

Total liabilities

    190,679       357,540,459       28,871,105  
                         

NET ASSETS

  $ 364,041,408     $ 539,181,733     $ 388,255,560  
                         

NET ASSETS CONSIST OF:

                       

Paid-in capital

  $ 523,114,179     $ 520,449,086     $ 453,925,020  

Total distributable earnings (accumulated deficit)

    (159,072,771 )     18,732,647       (65,669,460 )

Net assets

  $ 364,041,408     $ 539,181,733     $ 388,255,560  

 

 

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

 

42

 

 

Vident ETFs

 

Statements of Assets and Liabilities
August 31, 2023 (Continued)

 

 

   

Vident
International
Equity
Strategy ETF
TM

   

Vident
U.S. Equity
Strategy ETF
TM

   

Vident
U.S. Bond
Strategy ETF
TM

 

Net asset value:

                       

Net assets

  $ 364,041,408     $ 539,181,733     $ 388,255,560  

Shares outstanding ^

    15,700,000       11,100,000       9,100,000  

Net asset value, offering and redemption price per share

  $ 23.19     $ 48.57     $ 42.67  
                         

* Identified Cost:

                       

Investments in securities

  $ 366,959,645     $ 492,304,453     $ 429,316,473  

Foreign currency

    (556 )            

 

^

No par value, unlimited number of shares authorized.

 

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

 

43

 

 

Vident ETFs

 

Statements of Operations
For the Year Ended August 31, 2023

 

 

   

Vident
International
Equity
Strategy ETF
TM

   

Vident
U.S. Equity
Strategy ETF
TM

   

Vident
U.S. Bond
Strategy ETF
TM

 

INCOME

                       

Dividends^

  $ 17,862,927     $ 9,999,329     $  

Securities lending income, net (Note 4)

    111,235       105,201       7,596  

Interest

    31,818       28,441       15,289,627  

Total investment income

    18,005,980       10,132,971       15,297,223  
                         

EXPENSES

                       

Management fees

    2,136,693       2,478,700       1,530,115  

Total expenses

    2,136,693       2,478,700       1,530,115  

Net investment income (loss)

    15,869,287       7,654,271       13,767,108  
                         

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS

                       

Net realized gain (loss) on:

                       

Investments in securities

    (3,960,321 )     3,585,335       (19,919,703 )

In-kind redemptions

    314,802       56,561,992       (61,955 )

Foreign currency

    (83,064 )            

Change in unrealized appreciation (depreciation) on:

                       

Investments in securities

    23,121,078       24,646,842       4,366,175  

Foreign currency and translation of other assets and liabilities in foreign currency

    130,267              

Net realized and unrealized gain (loss) on investments

    19,522,762       84,794,169       (15,615,483 )

Net increase (decrease) in net assets resulting from operations

  $ 35,392,049     $ 92,448,440     $ (1,848,375 )

 

^ Net of foreign withholding taxes

  $ 2,523,538     $     $  

 

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

 

44

 

 

Vident International Equity Strategy ETFTM

 

Statements of Changes in Net Assets

 

 

   

Year Ended
August 31,
2023

   

Year Ended
August 31,
2022

 

OPERATIONS

               

Net investment income (loss)

  $ 15,869,287     $ 21,841,735  

Net realized gain (loss) on investments and foreign currency

    (3,728,583 )     (9,191,343 )

Change in unrealized appreciation (depreciation) on investments and foreign currency

    23,251,345       (81,520,049 )

Net increase (decrease) in net assets resulting from operations

    35,392,049       (68,869,657 )
                 

DISTRIBUTIONS TO SHAREHOLDERS

               

Net distributions to shareholders

    (17,386,128 )     (23,767,573 )

Total distributions to shareholders

    (17,386,128 )     (23,767,573 )
                 

CAPITAL SHARE TRANSACTIONS

               

Proceeds from shares sold

    8,298,210        

Payments for shares redeemed

    (2,341,060 )     (53,776,620 )

Transaction fees (Note 7)

    4,558       34,627  

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

    5,961,708       (53,741,993 )

Net increase (decrease) in net assets

  $ 23,967,629     $ (146,379,223 )
                 

NET ASSETS

               

Beginning of year

  $ 340,073,779     $ 486,453,002  

End of year

  $ 364,041,408     $ 340,073,779  

 

(a)

A summary of capital share transactions is as follows:

 

   

Shares

   

Shares

 

Shares sold

    400,000        

Shares redeemed

    (100,000 )     (2,100,000 )

Net increase (decrease)

    300,000       (2,100,000 )

 

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

 

45

 

 

Vident U.S. Equity Strategy ETFTM

 

Statements of Changes in Net Assets

 

 

   

Year Ended
August 31,
2023

   

Year Ended
August 31,
2022

 

OPERATIONS

               

Net investment income (loss)

  $ 7,654,271     $ 6,489,521  

Net realized gain (loss) on investments

    60,147,327       25,064,709  

Change in unrealized appreciation (depreciation) on investments

    24,646,842       (64,409,430 )

Net increase (decrease) in net assets resulting from operations

    92,448,440       (32,855,200 )
                 

DISTRIBUTIONS TO SHAREHOLDERS

               

Net distributions to shareholders

    (7,553,684 )     (6,205,670 )

Total distributions to shareholders

    (7,553,684 )     (6,205,670 )
                 

CAPITAL SHARE TRANSACTIONS

               

Proceeds from shares sold

    134,334,320       78,759,520  

Payments for shares redeemed

    (143,815,850 )     (3,904,120 )

Transaction fees (Note 7)

    136       8  

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

    (9,481,394 )     74,855,408  

Net increase (decrease) in net assets

  $ 75,413,362     $ 35,794,538  
                 

NET ASSETS

               

Beginning of year

  $ 463,768,371     $ 427,973,833  

End of year

  $ 539,181,733     $ 463,768,371  

 

(a)

A summary of capital share transactions is as follows:

 

   

Shares

   

Shares

 

Shares sold

    3,000,000       1,800,000  

Shares redeemed

    (3,200,000 )     (100,000 )

Net increase (decrease)

    (200,000 )     1,700,000  

 

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

 

46

 

 

Vident U.S. Bond Strategy ETFTM

 

Statements of Changes in Net Assets

 

 

   

Year Ended
August 31,
2023

   

Year Ended
August 31,
2022

 

OPERATIONS

               

Net investment income (loss)

  $ 13,767,108     $ 7,006,259  

Net realized gain (loss) on investments

    (19,981,658 )     (31,030,589 )

Change in unrealized appreciation (depreciation) on investments

    4,366,175       (28,597,208 )

Net increase (decrease) in net assets resulting from operations

    (1,848,375 )     (52,621,538 )
                 

DISTRIBUTIONS TO SHAREHOLDERS

               

Net distributions to shareholders

    (13,499,504 )     (9,405,859 )

Total distributions to shareholders

    (13,499,504 )     (9,405,859 )
                 

CAPITAL SHARE TRANSACTIONS

               

Proceeds from shares sold

    30,272,960       46,663,710  

Payments for shares redeemed

    (4,345,510 )     (22,645,050 )

Transaction fees (Note 7)

    756       10,572  

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

    25,928,206       24,029,232  

Net increase (decrease) in net assets

  $ 10,580,327     $ (37,998,165 )
                 

NET ASSETS

               

Beginning of year

  $ 377,675,233     $ 415,673,398  

End of year

  $ 388,255,560     $ 377,675,233  

 

(a)

A summary of capital share transactions is as follows:

 

   

Shares

   

Shares

 

Shares sold

    700,000       1,000,000  

Shares redeemed

    (100,000 )     (500,000 )

Net increase (decrease)

    600,000       500,000  

 

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

 

47

 

 

Vident International Equity Strategy ETFTM

 

Financial Highlights

For a capital share outstanding throughout the year

 

 

   

Year Ended August 31,

 
   

2023

   

2022

   

2021

   

2020

   

2019

 

Net asset value, beginning of year

  $ 22.08     $ 27.80     $ 21.54     $ 22.59     $ 25.19  
                                         

INCOME (LOSS) FROM INVESTMENT OPERATIONS:

                                       

Net investment income (loss) (1)

    1.01       1.34       0.78       0.51       0.74  

Net realized and unrealized gain (loss) on investments (4)

    1.20       (5.60 )     6.34       (0.93 )     (2.64 )

Total from investment operations

    2.21       (4.26 )     7.12       (0.42 )     (1.90 )
                                         

DISTRIBUTIONS TO SHAREHOLDERS:

                                       

Distributions from:

                                       

Net investment income

    (1.10 )     (1.46 )     (0.86 )     (0.64 )     (0.70 )

Total distributions to shareholders

    (1.10 )     (1.46 )     (0.86 )     (0.64 )     (0.70 )
                                         

CAPITAL SHARE TRANSACTIONS

                                       

Transaction fees (Note 7)

    0.00 (2)      0.00 (2)      0.00 (2)      0.01       0.00 (2) 
                                         

Net asset value, end of year

  $ 23.19     $ 22.08     $ 27.80     $ 21.54     $ 22.59  
                                         

Total return

    10.31 %     -15.77 %     33.22 %     -1.98 %     -7.61 %
                                         

SUPPLEMENTAL DATA:

                                       

Net assets at end of year (000’s)

  $ 364,041     $ 340,074     $ 486,453     $ 437,301     $ 569,345  
                                         

RATIOS TO AVERAGE NET ASSETS:

                                       

Expenses to average net assets (before management fees waived)

    0.61 %     0.61 %     0.61 %     0.61 %     0.61 %

Expenses to average net assets (after management fees waived)

    0.61 %     0.60 %     0.59 %     0.60 %     0.61 %

Net investment income (loss) to average net assets (before management fees waived)

    4.53 %     5.22 %     3.02 %     2.29 %     3.09 %

Net investment income (loss) to average net assets (after management fees waived)

    4.53 %     5.23 %     3.04 %     2.30 %     3.09 %

Portfolio turnover rate (3)

    82 %     70 %     74 %     79 %     76 %

 

(1)

Calculated based on average shares outstanding during the year.

(2)

Less than $0.005.

(3)

Excludes the impact of in-kind transactions.

(4)

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 the period, and may not reconcile with the aggregate gains and losses in the Statements of Operations due to share transactions for the year.

 

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

 

48

 

 

Vident U.S. Equity Strategy ETFTM

 

Financial Highlights

For a capital share outstanding throughout the year

 

 

   

Year Ended August 31,

 
   

2023

   

2022

   

2021

   

2020

   

2019

 

Net asset value, beginning of year

  $ 41.04     $ 44.58     $ 30.03     $ 29.72     $ 35.33  
                                         

INCOME (LOSS) FROM INVESTMENT OPERATIONS:

                                       

Net investment income (loss) (1)

    0.67       0.62       0.46       0.45       0.49  

Net realized and unrealized gain (loss) on investments (4)

    7.53       (3.56 )     14.56       0.33       (5.60 )

Total from investment operations

    8.20       (2.94 )     15.02       0.78       (5.11 )
                                         

DISTRIBUTIONS TO SHAREHOLDERS:

                                       

Distributions from:

                                       

Net investment income

    (0.67 )     (0.60 )     (0.47 )     (0.47 )     (0.50 )

Total distributions to shareholders

    (0.67 )     (0.60 )     (0.47 )     (0.47 )     (0.50 )
                                         

CAPITAL SHARE TRANSACTIONS

                                       

Transaction fees (Note 7)

    0.00 (2)      0.00 (2)                  0.00 (2) 
                                         

Net asset value, end of year

  $ 48.57     $ 41.04     $ 44.58     $ 30.03     $ 29.72  
                                         

Total return

    20.24 %     -6.66 %     50.29 %     2.70 %     -14.49 %
                                         

SUPPLEMENTAL DATA:

                                       

Net assets at end of year (000’s)

  $ 539,182     $ 463,768     $ 427,974     $ 330,357     $ 478,413  
                                         

RATIOS TO AVERAGE NET ASSETS:

                                       

Expenses to average net assets (before management fees waived)

    0.50 %     0.50 %     0.50 %     0.50 %     0.50 %

Expenses to average net assets (after management fees waived)

    0.50 %     0.49 %     0.48 %     0.49 %     0.50 %

Net investment income (loss) to average net assets (before management fees waived)

    1.54 %     1.41 %     1.17 %     1.53 %     1.56 %

Net investment income (loss) to average net assets (after management fees waived)

    1.54 %     1.42 %     1.19 %     1.54 %     1.56 %

Portfolio turnover rate (3)

    167 %     63 %     65 %     66 %     71 %

 

(1)

Calculated based on average shares outstanding during the year.

(2)

Less than $0.005.

(3)

Excludes the impact of in-kind transactions.

(4)

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 the period, and may not reconcile with the aggregate gains and losses in the Statements of Operations due to share transactions for the year.

 

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

 

49

 

 

Vident U.S. Bond Strategy ETFTM

 

Financial Highlights

For a capital share outstanding throughout the year

 

 

   

Year Ended August 31,

 
   

2023

   

2022

   

2021

   

2020

   

2019

 

Net asset value, beginning of year

  $ 44.43     $ 51.96     $ 52.01     $ 51.22     $ 47.93  
                                         

INCOME (LOSS) FROM INVESTMENT OPERATIONS:

                                       

Net investment income (loss) (1)

    1.60       0.85       0.80       1.23       1.50  

Net realized and unrealized gain (loss) on investments (4)

    (1.80 )     (7.23 )     (0.05 )     0.88       3.34  

Total from investment operations

    (0.20 )     (6.38 )     0.75       2.11       4.84  
                                         

DISTRIBUTIONS TO SHAREHOLDERS:

                                       

Distributions from:

                                       

Net investment income

    (1.56 )     (1.05 )     (0.80 )     (1.33 )     (1.56 )

From realized gains

          (0.10 )                  

Total distributions to shareholders

    (1.56 )     (1.15 )     (0.80 )     (1.33 )     (1.56 )
                                         

CAPITAL SHARE TRANSACTIONS

                                       

Transaction fees (Note 7)

    0.00 (2)      0.00 (2)      0.00 (2)      0.01       0.01  
                                         

Net asset value, end of year

  $ 42.67     $ 44.43     $ 51.96     $ 52.01     $ 51.22  
                                         

Total return

    -0.45 %     -12.41 %     1.46 %     4.26 %     10.37 %
                                         

SUPPLEMENTAL DATA:

                                       

Net assets at end of year (000’s)

  $ 388,256     $ 377,675     $ 415,673     $ 400,494     $ 486,612  
                                         

RATIOS TO AVERAGE NET ASSETS:

                                       

Expenses to average net assets (before management fees waived)

    0.41 %     0.41 %     0.41 %     0.41 %     0.41 %

Expenses to average net assets (after management fees waived)

    0.41 %     0.40 %     0.39 %     0.40 %     0.41 %

Net investment income (loss) to average net assets (before management fees waived)

    3.69 %     1.76 %     1.53 %     2.42 %     3.11 %

Net investment income (loss) to average net assets (after management fees waived)

    3.69 %     1.77 %     1.55 %     2.43 %     3.11 %

Portfolio turnover rate (3)

    185 %     247 %     238 %     247 %     384 %

 

(1)

Calculated based on average shares outstanding during the year.

(2)

Less than $0.005.

(3)

Excludes the impact of in-kind transactions.

(4)

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 the period, and may not reconcile with the aggregate gains and losses in the Statements of Operations due to share transactions for the year.

 

 

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

 

50

 

 

Vident ETFs

 

Notes to Financial Statements

August 31, 2023

 

 

NOTE 1 – ORGANIZATION

 

Vident International Equity Strategy ETFTM, Vident U.S. Equity Strategy ETFTM and Vident U.S. Bond Strategy ETFTM (individually each a “Fund” or collectively the “Funds”) are 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 Funds’ shares is registered under the Securities Act of 1933, as amended (the “Securities Act”). The investment objectives of the Funds are to seek to track the performance, before fees and expenses, of the Vident Core International Equity IndexTM, the Vident U.S. Quality IndexTM and the Vident Core U.S. Bond IndexTM, respectively. Vident International Equity Strategy ETFTM commenced operations on October 29, 2013; Vident U.S. Equity Strategy ETFTM commenced operations on January 21, 2014; and Vident U.S. Bond Strategy ETFTM commenced operations on October 15, 2014.

 

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

 

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

 

The Funds are investment companies and accordingly follow the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946 Financial Services – Investment Companies.

 

The following is a summary of significant accounting policies consistently followed by the Funds. 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 SelectMarket® 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

 

51

 

 

Vident ETFs

 

NOTES TO FINANCIAL STATEMENTS
August 31, 2023 (Continued)

 

 

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.

 

Debt securities, including short-term debt instruments, are valued in accordance with prices provided by a pricing service. Pricing services may use various valuation methodologies such as the mean between the bid and asked prices, matrix pricing and other analytical pricing models as well as market transactions and dealer quotations.

 

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 Funds’ 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 Funds may cause the NAV of the shares to differ significantly from the NAV that would be calculated without regard to such considerations.

 

As described above, the Funds utilize various methods to measure the fair value of their 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 Funds have 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 inputs are not available; representing the Funds’ 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.

 

52

 

 

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NOTES TO FINANCIAL STATEMENTS
August 31, 2023 (Continued)

 

 

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 Funds’ investments as of the end of the current fiscal period:

 

Vident International Equity Strategy ETFTM

 

Assets^

 

Level 1

   

Level 2

   

Level 3

   

Total

 

Common Stocks

  $ 348,154,019     $     $ 0     $ 348,154,019  

Preferred Stocks

    12,096,693                   12,096,693  

Short-Term Investments

    1,131,898                   1,131,898  

Total Investments in Securities

  $ 361,382,610     $     $ 0     $ 361,382,610  

 

^

See Schedule of Investments for country breakouts.

 

 

53

 

 

Vident ETFs

 

NOTES TO FINANCIAL STATEMENTS
August 31, 2023 (Continued)

 

 

Vident U.S. Equity Strategy ETFTM

 

Assets^

 

Level 1

   

Level 2

   

Level 3

   

Total

 

Common Stocks

  $ 538,382,934     $     $     $ 538,382,934  

Short-Term Investments

    1,273,030                   1,273,030  

Total Investments in Securities

  $ 539,655,964     $     $     $ 539,655,964  

 

^

See Schedule of Investments for sector breakouts.

 

Vident U.S. Bond Strategy ETFTM

 

Description^

 

Level 1

   

Level 2

   

Level 3

   

Total

 

Corporate Bonds

  $     $ 95,741,010     $     $ 95,741,010  

Mortgage Backed Securities - U.S. Government Agency

          38,291,846             38,291,846  

U.S. Government Agency Issues

          11,331,524             11,331,524  

U.S. Government Notes/Bonds

          239,351,554             239,351,554  

Short-Term Investments

    27,863,437                   27,863,437  

Total Investments in Securities

  $ 27,863,437     $ 384,715,934     $     $ 412,579,371  

 

^

See Schedule of Investments for sector breakouts.

 

During the current fiscal period, the Funds did not recognize any transfers into or out of Level 3.

 

 

B.

Foreign Currency. Investment securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at the date of valuation. Purchases and sales of investment securities and income and expense items denominated in foreign currencies are translated into U.S. dollar amounts on the respective dates of such transactions. The Funds do not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments and currency gains or losses realized between the trade and settlement dates on securities transactions from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments. The Funds report net realized foreign exchange gains or losses that arise from sales of foreign currencies, currency gains or losses realized

 

54

 

 

Vident ETFs

 

NOTES TO FINANCIAL STATEMENTS
August 31, 2023 (Continued)

 

 

between the trade and settlement dates on foreign currency transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Funds’ books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the values of assets and liabilities, other than investments in securities at fiscal period end, resulting from changes in exchange rates.

 

 

C.

Securities Purchased or Sold on a Forward-Commitment Basis. Vident U.S. Bond Strategy ETFTM may enter into TBA commitments, Mortgage Dollar Roll Transactions or other purchase and sale transactions that specify forward delivery of a financial security. TBA commitments are forward agreements for the purchase or sale of mortgage-backed pass-through securities for a fixed price, with payment and delivery on an agreed upon future settlement date. Most commitments in mortgage-backed pass-through securities occur for future delivery in which the exact mortgage pools to be delivered are not specified until a few days prior to settlement. The specific securities to be delivered are not identified at the trade date. However, delivered securities must follow general trade parameters, including issuer, rate and mortgage terms. When entering into TBA commitments, the Fund may take possession of or deliver the underlying mortgage-backed pass-through securities but can extend the settlement or roll the transaction. In order to better define contractual rights and to secure rights that will help the Fund mitigate counterparty risk, TBA commitments may be entered into by a Fund under Master Securities Forward Transaction Agreements (each, an “MSFTA”). An MSFTA typically contains, among other things, collateral posting terms and netting provisions in the event of default and/or termination event. The collateral requirements are typically calculated by netting the mark-to-market amount for each transaction under such agreement and comparing that amount to the value of the collateral currently pledged by a Fund and the counterparty. Cash collateral that has been pledged to cover the obligations of the Trust or cash collateral received from the counterparty, if any, is reported separately on the Statements of Assets and Liabilities as cash held as collateral for TBA commitments or cash received as collateral for TBA commitments, respectively. Noncash collateral pledged by the Fund, if any, is noted in the

 

Schedule of Investments. In connection with this ability, the Fund may enter into mortgage “dollar rolls” in which a Fund sells TBA mortgage-backed securities and simultaneously contracts to repurchase substantially similar (i.e., same type, coupon and maturity) securities on a specific future date at an agreed upon price. During the period between the sale and repurchase,

 

55

 

 

Vident ETFs

 

NOTES TO FINANCIAL STATEMENTS
August 31, 2023 (Continued)

 

 

a Fund is not entitled to receive interest and principal payments on the securities sold. Mortgage dollar roll transactions are treated as purchases and sales and the Fund realizes gains and losses on these transactions.

 

The value of TBA commitments on the Statement of Assets and Liabilities for the Vident U.S. Bond Strategy ETFTM as of the end of the current fiscal period is as follows:

 

Statement of Assets and Liabilities - Values of TBA Commitments as of the end of the current fiscal period

 

 

Asset

 

Location

 

Value

 

TBA Commitments - Credit/interest rate risk

Investments in securities, at value

  $ 28,717,166  

 

 

Liabilities

 

Location

 

Value

 

TBA Commitments - Credit/interest rate risk

Payable for Securities Purchased

  $ 28,736,878  

 

The effect of TBA Commitments on the Statement of Operations for the current fiscal period

 

Amount of Realized Gain
(Loss) on TBA
Commitments Recognized
in Income

       

Change in Unrealized
Appreciation
(Depreciation) Recognized
in Income

 

 

Investments
in Securities

             

Investments
in Securities

 

TBA Commitments

    ($1,784,111 )        

TBA Commitments

  $ 518,542  

 

The average monthly value of TBA Commitments during the current fiscal period was $26,947,537.

 

OFFSETTING ASSETS AND LIABILITIES

 

The Vident U.S. Bond Strategy ETFTM is subject to various MSFTAs, which govern the terms of certain transactions with select counterparties. The MSFTAs allow the Fund to close out and net its total exposure to a counterparty in the event of a default with respect to all the transactions governed under a single agreement with a counterparty. The MSFTAs also specify collateral posting arrangements at prearranged exposure levels. Under the MSFTAs, collateral is

 

56

 

 

Vident ETFs

 

NOTES TO FINANCIAL STATEMENTS
August 31, 2023 (Continued)

 

 

routinely transferred if the total net exposure to certain transactions (net of existing collateral already in place) governed under the relevant MSFTAs with a counterparty in a given account exceeds a specified threshold depending on the counterparty and type of MSFTAs.

 

The following is a summary of the Assets and Liabilities subject to offsetting in the Fund as of the end of the current fiscal period.

 

OFFSETTING ASSETS AND LIABILITIES

 

Liabilities

                       

Description/Counterparty

 

Gross
Amounts of
Recognized
Liabilities

   

Gross
Amounts
Offset in the
Statement
of Assets
and
Liabilities

   

Net
Amounts
Presented
in the
Statement
of Assets
and
Liabilities

 

TBA Commitments

                       

Goldman Sachs & Co. LLC

  $ 18,499,135     $     $ 18,499,135  

Wells Fargo Securities, LLC

    10,237,743             10,237,743  
    $ 28,736,878     $     $ 28,736,878  

 

   

Gross Amounts not
offset in the Statement
of Assets and Liabilities

         

Description/Counterparty

 

Financial
Instruments

   

Collateral
Pledged

   

Net Amount

 

TBA Commitments

                       

Goldman Sachs & Co. LLC

  $ (17,589,135 )   $ (910,000 )   $  

Wells Fargo Securities, LLC

    (9,437,743 )     (800,000 )      
    $ (27,026,878 )   $ (1,710,000 )   $  

 

In some instances, the collateral amounts disclosed in the tables were adjusted due to the requirement to limit the collateral amounts to avoid the effect of overcollateralization. Actual collateral received/pledged may be more than the amounts disclosed herein.

 

Federal Income Taxes. The Funds’ 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 of their

 

57

 

 

Vident ETFs

 

NOTES TO FINANCIAL STATEMENTS
August 31, 2023 (Continued)

 

 

net investment income and net capital gains to shareholders. Therefore, no federal income tax provision is required. Each Fund plans to file U.S. Federal and various state and local tax returns.

 

Each Fund recognizes the tax benefits of uncertain tax positions only when the position is more likely than not to be sustained. Management has analyzed each 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 Funds recognize interest and penalties, if any, related to unrecognized tax benefits on uncertain tax positions as income tax expenses in the Statements of Operations. During the current fiscal period, the Funds 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. Withholding taxes on foreign dividends and foreign taxes on capital gains have been provided for in accordance with the Funds’ understanding of the applicable tax rules and regulations. Interest income is recorded on an accrual basis. Discounts and premiums on securities purchased are accreted and amortized using the effective yield method. Paydown gains and losses on mortgage-related and other asset-backed securities are recorded as components of interest income on the Statements of Operations.

 

Distributions received from the Funds’ 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 Funds must use estimates in reporting the character of their income and distributions received during the current calendar year for financial statement purposes. The actual character of distributions to the Funds’ 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.

 

58

 

 

Vident ETFs

 

NOTES TO FINANCIAL STATEMENTS
August 31, 2023 (Continued)

 

 

 

E.

Distributions to Shareholders. Distributions to shareholders from net investment income for the Funds are declared and paid at least 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 current fiscal period. Actual results could differ from those estimates.

 

 

G.

Share Valuation. The NAV per share of each 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 Funds’ 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 each Fund is equal to the Fund’s NAV per share.

 

 

H.

Guarantees and Indemnifications. In the normal course of business, the Funds enter into contracts with service providers that contain general indemnification clauses. Each Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Funds that have not yet occurred. However, based on experience, the Funds expect 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. The permanent differences are primarily due to differing book and tax treatments for in-kind transactions. For the fiscal year ended August 31, 2023 the following table shows the reclassifications made:

 

   

Distributable
Earnings
(Accumulated
Deficit)

   

Paid-In Capital

 

Vident International Equity Strategy ETFTM

  $ (290,792 )   $ 290,792  

Vident U.S. Equity Strategy ETFTM

    (56,264,687 )     56,264,687  

Vident U.S. Bond Strategy ETFTM

  $ 4,577     $ (4,577 )

 

59

 

 

Vident ETFs

 

NOTES TO FINANCIAL STATEMENTS
August 31, 2023 (Continued)

 

 

 

J.

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 Funds’ Financial Statements.

 

NOTE 3 – COMMITMENTS AND OTHER RELATED PARTY TRANSACTIONS

 

Pursuant to a membership interest purchase agreement signed on March 24, 2023, Vident Capital Holdings, LLC, a subsidiary of MM VAM, LLC, acquired Vident Advisory, LLC, doing business as Vident Asset Management (“Vident”) (the “Transaction”). Prior to the close of the Transaction, Vident Investment Advisory, LLC (“VIA”) contributed substantially all of its assets and certain liabilities to Vident. MM VAM, LLC is an entity controlled by Casey Crawford. The Transaction closed on July 14, 2023. As of the closing date of the Transaction, Mr. Crawford effectively controls Vident. Upon the close of the Transaction, pursuant to the 1940 Act, the Advisory and Sub-Advisory Agreement among VIA, the Trust and the Adviser automatically terminated.

 

At a meeting of the Board, held on April 20, 2023, the Board approved, subject to shareholder approval, a new advisory agreement among the Trust, and Vident that is identical in all material respects to the previous Advisory Agreement except for the effective and termination dates (the “New Advisory Agreement”). Under the New Advisory Agreement, not only will Vident continue to have overall responsibility for the general management and administration of the Funds, but it will also assume responsibilities that were previously assumed by VIA (e.g., day-to-day portfolio management services such as buying and selling of securities for each Fund). At a meeting held on June 9, 2023, an affirmative vote of the holders of a majority of the outstanding shares of the Fund, as defined in the 1940 Act, approved of the New Advisory Agreement.

 

Vident (the “Adviser”) serves as the investment adviser and index provider to the Funds. Pursuant to an Investment Advisory Agreement (“Advisory Agreement”) between the Trust, on behalf of the Funds, and the Adviser, the Adviser provides investment advice to the Funds and oversees the day-to-day operations of the Funds, 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 Funds 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

 

60

 

 

Vident ETFs

 

NOTES TO FINANCIAL STATEMENTS
August 31, 2023 (Continued)

 

 

to Rule 12b-1 under the 1940 Act (collectively, “Excluded Expenses”). For services provided to the Funds, Vident International Equity Strategy ETFTM pays the Adviser 0.61%, Vident U.S. Equity Strategy ETFTM pays the Adviser 0.50%, and Vident U.S. Bond Strategy ETFTM pays the Adviser 0.41% at an annual rate based on each Fund’s average daily net assets.

 

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

 

ALPS Distributors, Inc. (the “Distributor”) acts as the Funds’ principal underwriter in a continuous public offering of the Funds’ shares.

 

The Custodian and Bank of New York Mellon (“BNY” or the “Sub-Custodian”) (together the “Securities Lending Agents”) act as Vident International Equity Strategy ETF’sTM securities lending agents. The Custodian acts as securities lending agent (the “Securities Lending Agent”) for the Vident U.S. Equity Strategy ETFTM and Vident U.S. Bond Strategy ETFTM.

 

All officers of the Trust are affiliated with the Administrator and Custodian.

 

NOTE 4 – SECURITIES LENDING

 

The Funds may lend up to 33 1/3% of the value of the securities in their portfolios to brokers, dealers and financial institutions (but not individuals) under terms of participation in a securities lending programs administered by the Securities Lending Agents. The securities lending agreements require that loans are collateralized at all times in an amount equal to at least 102% of the value of any domestic loaned securities at the time of the loan, plus accrued interest. The use of loans of foreign securities, which are denominated and payable in U.S. dollars, shall be collateralized in an amount equal to 105% of the value of any loaned securities at the time of the loan plus accrued interest. The Funds receive compensation in the form of fees and earn interest on the non-cash and cash collateral. The amount of fees depends on a number of factors including the type of security and length of the loan. The Funds continue to receive interest payments or dividends on the securities loaned during the borrowing period. Gain or loss in the value of securities loaned that may occur during the term

 

61

 

 

Vident ETFs

 

NOTES TO FINANCIAL STATEMENTS
August 31, 2023 (Continued)

 

 

of the loan will be for the account of the Funds. The Funds have the right under the terms of the securities lending agreements to recall the securities from the borrower on demand.

 

The securities lending agreements provide that, in the event of a borrower’s material default, the Securities Lending Agents shall take all actions the Securities Lending Agents deem appropriate to liquidate the collateral, purchase replacement securities at the Securities Lending Agents’ expense, or pay the Fund an amount equal to the market value of the loaned securities, subject to certain limitations which are set forth in detail in the securities lending agreements between the Funds and the Securities Lending Agents.

 

As of August 31, 2023, the Funds did not have any securities out on loan. During the current fiscal period, the Funds had loaned securities that were collateralized by cash equivalents. The cash collateral was invested by the Securities Lending Agents in accordance with approved investment guidelines. Those guidelines require the cash collateral to be invested in readily marketable, high quality, short-term obligations; however, such investments are subject to risk of payment delays or default on the part of the issuer or counterparty or otherwise may not generate sufficient interest to support the costs associated with securities lending. The Funds could also experience delays in recovering their securities and possible loss of income or value if the borrower fails to return the borrowed securities, although the Funds are indemnified from this risk by contract with the Securities Lending Agents.

 

The interest income earned by the Funds on non-cash collateral and investments of cash collateral received from borrowers for the securities loaned to them (“Securities Lending Income”) is reflected in the Funds’ Statements of Operations. Net fees and interest income earned on collateral investments and recognized by the Funds during the current fiscal period, were as follows:

 

Fund

 

Fees and
Interest Earned

 

Vident International Equity Strategy ETFTM

  $ 111,235  

Vident U.S. Equity Strategy ETFTM

    105,201  

Vident U.S. Bond Strategy ETFTM

    7,596  

 

62

 

 

Vident ETFs

 

NOTES TO FINANCIAL STATEMENTS
August 31, 2023 (Continued)

 

 

NOTE 5 – PURCHASES AND SALES OF SECURITIES

 

During the current fiscal period, purchases and sales of securities by the Funds, excluding short-term securities and in-kind transactions, were as follows:

 

   

Purchases

   

Sales

 

Vident International Equity Strategy ETFTM

  $ 285,148,518     $ 284,523,623  

Vident U.S. Equity Strategy ETFTM

  $ 829,192,958     $ 827,415,066  

Vident U.S. Bond Strategy ETFTM

  $ 684,880,057     $ 686,486,036  

 

During the current fiscal period, in-kind transactions associated with creations and redemptions were as follows:

 

   

In-Kind Purchases

   

In-Kind Sales

 

Vident International Equity Strategy ETFTM

  $ 5,960,453     $ 1,754,909  

Vident U.S. Equity Strategy ETFTM

  $ 133,737,394     $ 143,867,148  

Vident U.S. Bond Strategy ETFTM

  $ 27,310,036     $ 3,947,527  

 

There were no purchases or sales of U.S. Government securities in Vident International Equity Strategy ETFTM or Vident U.S. Equity Strategy ETFTM during the current fiscal period. Included in the amounts for Vident U.S. Bond Strategy ETFTM there were $444,138,735 of purchases and $441,771,833 of sales of U.S. Government securities during the current fiscal period.

 

63

 

 

Vident ETFs

 

NOTES TO FINANCIAL STATEMENTS
August 31, 2023 (Continued)

 

 

NOTE 6 – INCOME TAX INFORMATION

 

The components of distributable earnings (accumulated deficit) and cost basis of investments and net unrealized appreciation (depreciation) for federal income tax purposes as of August 31, 2023, were as follows:

 

   

Vident
International
Equity
Strategy ETF
TM

   

Vident
U.S. Equity
Strategy ETF
TM

   

Vident
U.S. Bond
Strategy ETF
TM

 

Tax cost of Investments

  $ 370,245,335     $ 492,515,169     $ 429,933,833  

Gross tax unrealized appreciation

  $ 29,001,249     $ 51,376,843     $ 1,264,348  

Gross tax unrealized depreciation

    (37,861,469 )     (4,236,048 )     (18,618,810 )

Net tax unrealized appreciation/ (depreciation)

    (8,860,220 )     47,140,795       (17,354,462 )

Undistributed ordinary income

    4,174,098       1,318,947       770,110  

Undistributed long-term capital gain

                 

Other accumulated gain (loss)

    (154,386,649 )     (29,727,095 )     (49,085,108 )

Distributable earnings/(accumulated deficit)

  $ (159,072,771 )   $ 18,732,647     $ (65,669,460 )

 

The differences between book and tax-basis cost are attributable to the realization for tax purposes of unrealized gains on investments in passive foreign investment companies and 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 Funds’ taxable year subsequent to October 31 and December 31, respectively. For the taxable year ended August 31, 2023, the Funds did not elect to defer any post- October capital losses or late-year ordinary losses.

 

As of August 31, 2023, the Funds had the following capital loss carryforwards available for federal income tax purposes, with an indefinite expiration:

 

   

Short-Term

   

Long-Term

 

Vident International Equity Strategy ETFTM

  $ (134,849,453 )   $ (19,523,526 )

Vident U.S. Equity Strategy ETFTM

  $ (29,727,095 )   $  

Vident U.S. Bond Strategy ETFTM

  $ (28,633,806 )   $ (20,451,302 )

 

64

 

 

Vident ETFs

 

NOTES TO FINANCIAL STATEMENTS
August 31, 2023 (Continued)

 

 

During the fiscal year ended August 31, 2023, the Funds utilized the following capital loss carryforwards that were available as of August 31, 2022:

 

   

Short-Term

   

Long-Term

 

Vident International Equity Strategy ETFTM

  $     $  

Vident U.S. Equity Strategy ETFTM

  $ 2,775,996     $  

Vident U.S. Bond Strategy ETFTM

  $     $  

 

The tax character of distributions paid by the Funds during the fiscal year ended August 31, 2023, was as follows:

 

   

Ordinary Income

   

Capital Gains

 

Vident International Equity Strategy ETFTM

  $ 17,386,128     $  

Vident U.S. Equity Strategy ETFTM

  $ 7,553,684     $  

Vident U.S. Bond Strategy ETFTM

  $ 13,499,504     $  

 

The tax character of distributions paid by the Funds during the fiscal year ended August 31, 2022, was as follows:

 

   

Ordinary Income

   

Capital Gains

 

Vident International Equity Strategy ETFTM

  $ 23,767,573     $  

Vident U.S. Equity Strategy ETFTM

  $ 6,205,670     $  

Vident U.S. Bond Strategy ETFTM

  $ 8,604,885     $ 800,974  

 

NOTE 7 – SHARE TRANSACTIONS

 

Shares of the Funds 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 Funds issue and redeem shares on a continuous basis at NAV generally in large blocks 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 a Fund. Creation Units of a 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.

 

65

 

 

Vident ETFs

 

NOTES TO FINANCIAL STATEMENTS
August 31, 2023 (Continued)

 

 

Therefore, they are unable to purchase or redeem the shares directly from a 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 Funds each currently offer one class of shares, which have no front-end sales loads, no deferred sales charges, and no redemption fees. A fixed transaction fee is imposed for the transfer and other transaction costs associated with the purchase or sale of Creation Units. Vident International Equity Strategy ETFTM charges $5,000; Vident U.S. Equity Strategy ETFTM and Vident U.S. Bond Strategy ETFTM each charge $750 for the standard fixed transaction fee, payable to the Custodian. The fixed transaction fee may be waived on transaction orders if the Funds’ 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 each Fund may be charged on all cash transactions or substitutes for Creation Units of up to a maximum of 2% in Vident International Equity Strategy ETFTM and Vident U.S. Equity Strategy ETFTM and up to a maximum of 3% in Vident U.S. Bond Strategy ETFTM as a percentage of the value of the Creation Units subject to the transaction.

 

Variable fees are imposed to compensate the Funds for the transaction costs associated with the cash transactions fees. Variable fees received by each Fund, if any, are displayed in the Capital Share Transactions sections of the Statements of Changes in Net Assets. Each Fund may issue an unlimited number of shares of beneficial interest, with no par value. Shares of each Fund have equal rights and privileges.

 

NOTE 8 – RISKS

 

Sector Risk. To the extent the Fund invests more heavily in particular sectors of the economy, its performance will be especially sensitive to developments that significantly affect those sectors.

 

Russia/Ukraine Conflict Risk (Vident International Equity Strategy ETFTM Only). On February 24, 2022, Russia commenced a military attack on Ukraine. The outbreak of hostilities between the two countries could result in more widespread conflict and could have a severe adverse effect on the region and the markets. In addition, sanctions imposed on Russia by the United States and other countries, and any sanctions imposed in the future could have a significant adverse impact on the Russian economy and related markets. The price and liquidity of investments may fluctuate widely as a result of the conflict and related events. How long such conflict and related events will last and whether it will escalate further cannot be predicted, nor its effect on the Fund.

 

66

 

 

Vident ETFs

 

NOTES TO FINANCIAL STATEMENTS
August 31, 2023 (Continued)

 

 

NOTE 9 – 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 current fiscal period, Ronald Blue Trust, Inc., as a beneficial shareholder, owned greater than 25% of the outstanding shares of each Fund.

 

67

 

 

Vident ETFs

 

Report of Independent Registered Public Accounting Firm

 

 

To the Shareholders of Vident ETFs and
Board of Trustees of ETF Series Solutions

 

Opinion on the Financial Statements

 

We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of Vident International Equity Strategy ETF (formerly Vident International Equity Fund), Vident U.S. Equity Strategy ETF (formerly Vident Core U.S. Equity Fund), and Vident U.S. Bond Strategy ETF (formerly Vident Core U.S. Bond Strategy ETF) (the “Funds”), each a series of ETF Series Solutions, as of August 31, 2023, the related statements 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 related notes, and the financial highlights for each of the five years in the period then ended (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of each of the Funds as of August 31, 2023, the results of their 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 Funds’ management. Our responsibility is to express an opinion on the Funds’ financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Funds in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

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

 

Our 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 August 31, 2023, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. Our audits also included evaluating

 

68

 

 

Vident ETFs

 

Report of Independent Registered Public Accounting Firm
(Continued)

 

 

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.
Milwaukee, Wisconsin
October 27, 2023

 

69

 

 

Vident ETFs

 

Trustees and Officers
(Unaudited)

 

 

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

 

Name and
Year of Birth

Position
Held with
the Trust

Term of
Office and
Length of
Time
Served

Principal
Occupation(s)
During Past 5 Years

Number of
Portfolios
in Fund
Complex
Overseen
by Trustee

Other
Directorships
Held by
Trustee
During Past
5 Years

Independent Trustees

Leonard M. Rush, CPA
Born: 1946

Lead Independent Trustee and Audit Committee Chairman

Indefinite term; since 2012

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

56

Independent Trustee, Managed Portfolio Series (34 portfolios) (since 2011).

David A. Massart
Born: 1967

Trustee and Nominating and Governance Committee Chairman

Indefinite term; Trustee since 2012; Committee Chairman since 2023

Partner and Managing Director, Beacon Pointe Advisors, LLC (since 2022); Co-Founder, President, and Chief Investment Strategist, Next Generation Wealth Management, Inc. (2005-2021).

56

Independent Trustee, Managed Portfolio Series (34 portfolios) (since 2011).

Janet D. Olsen
Born: 1956

Trustee

Indefinite term; since 2018

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

56

Independent Trustee, PPM Funds (2 portfolios) (since 2018).

 

70

 

 

Vident ETFs

 

TRUSTEES AND OFFICERS
(Unaudited) (Continued)

 

 

Name and
Year of Birth

Position
Held with
the Trust

Term of
Office and
Length of
Time
Served

Principal
Occupation(s)
During Past 5 Years

Number of
Portfolios
in Fund
Complex
Overseen
by Trustee

Other
Directorships
Held by
Trustee
During Past
5 Years

Interested Trustee

Michael A. Castino
Born: 1967

Trustee and Chairman

Indefinite term; Trustee since 2014; Chairman since 2013

Managing Director, Investment Manager Solutions, Sound Capital Solutions LLC (since 2023); Senior Vice President, U.S. Bancorp Fund Services, LLC (2013–2023); Managing Director of Index Services, Zacks Investment Management (2011–2013).

56

None

 

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

 

Name and
Year of Birth

Position(s)
Held with
the Trust

Term of
Office and
Length of
Time Served

Principal Occupation(s)
During Past 5 Years

Kristina R. Nelson
Born: 1982

President

Indefinite term; since 2019

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

Cynthia L. Andrae
Born: 1971

Chief Compliance Officer and Anti-Money Laundering Officer

Indefinite term; since 2022 (other roles since 2021)

Vice President, U.S. Bancorp Fund Services, LLC (since 2019); Deputy Chief Compliance Officer, U.S. Bancorp Fund Services, LLC (2021-2022); Compliance Officer, U.S. Bancorp Fund Services, LLC (2015-2019).

Kristen M. Weitzel
Born: 1977

Treasurer

Indefinite term; since 2014 (other roles since 2013)

Vice President, U.S. Bancorp Fund Services, LLC (since 2015).

Joshua J. Hinderliter
Born: 1983

Secretary

Indefinite term; since 2023

Assistant Vice President, U.S. Bancorp Fund Services, LLC (since 2022); Managing Associate, Thompson Hine LLP (2016–2022).

 

71

 

 

Vident ETFs

 

TRUSTEES AND OFFICERS
(Unaudited) (Continued)

 

 

Name and
Year of Birth

Position(s)
Held with
the Trust

Term of
Office and
Length of
Time Served

Principal Occupation(s)
During Past 5 Years

Vladimir V. Gurevich
Born: 1983

Assistant Treasurer

Indefinite term; since 2022

Assistant Vice President, U.S. Bancorp Fund Services, LLC (since 2023); Officer, U.S. Bancorp Fund Services, LLC (2021-2023); Fund Administrator, UMB Fund Services, Inc. (2015–2021).

Jason E. Shlensky
Born: 1987

Assistant Treasurer

Indefinite term; since 2019

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

Jessica L. Vorbeck
Born: 1984

Assistant Treasurer

Indefinite term; since 2020

Assistant Vice President, U.S. Bancorp Fund Services, LLC (since 2022); Officer, U.S. Bancorp Fund Services, LLC (2014-2017, 2018-2022).

Kathryne E. Keough
Born: 1995

Assistant Secretary

Indefinite term; since 2023

Assistant Vice President, U.S. Bancorp Fund Services, LLC (since 2022); Regulatory Administration Attorney, U.S. Bancorp Fund Services, LLC (since 2021); Regulatory Administration Intern, U.S. Bancorp Fund Services, LLC (2020–2021); Law Student (2018-2021).

 

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

 

72

 

 

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Expense Example

For the Six-Months Ended August 31, 2023 (Unaudited)

 

 

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

 

Actual Expenses

 

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

 

Hypothetical Example for Comparison Purposes

 

The second line of the table provides information about hypothetical account values based on a hypothetical return and hypothetical expenses based on the Funds’ actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Funds’ actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Funds and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as brokerage commissions paid on purchases and sales of Fund shares. Therefore, the second line of the table is useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. If these transactional costs were included, your costs would have been higher.

 

73

 

 

Vident ETFs

 

Expense Example

For the Six-Months Ended August 31, 2023 (Unaudited) (Continued)

 

 

Vident International Equity Strategy ETFTM

 

 

Beginning
Account Value
March 1, 2023

Ending
Account Value
August 31, 2023

Expenses
Paid During
the Period
(1)

Actual

$ 1,000.00

$ 1,045.70

$3.15

Hypothetical (5% annual return before expenses)

$ 1,000.00

$ 1,022.13

$3.11

 

Vident U.S. Equity Strategy ETFTM

 

 

Beginning
Account Value
March 1, 2023

Ending
Account Value
August 31, 2023

Expenses
Paid During
the Period
(2)

Actual

$ 1,000.00

$ 1,118.00

$2.67

Hypothetical (5% annual return before expenses)

$ 1,000.00

$ 1,022.68

$2.55

 

Vident U.S. Bond Strategy ETFTM

 

 

Beginning
Account Value
March 1, 2023

Ending
Account Value
August 31, 2023

Expenses
Paid During
the Period
(3)

Actual

$ 1,000.00

$ 1,011.30

$2.08

Hypothetical (5% annual return before expenses)

$ 1,000.00

$ 1,023.14

$2.09

 

(1)

The dollar amounts shown as expenses paid during the period are equal to the annualized expense ratio, 0.61%, multiplied by the average account value during the period, multiplied by 184/365, to reflect the one-half year period.

(2)

The dollar amounts shown as expenses paid during the period are equal to the annualized expense ratio, 0.50%, multiplied by the average account value during the period, multiplied by 184/365, to reflect the one-half year period.

(3)

The dollar amounts shown as expenses paid during the period are equal to the annualized expense ratio, 0.41%, multiplied by the average account value during the period, multiplied by 184/365, to reflect the one-half year period.

 

74

 

 

Vident ETFs

 

Approval of Advisory Agreement & Board Considerations

(Unaudited)

 

 

Pursuant to a purchase agreement signed on March 24, 2023, Vident Capital Holdings, LLC, a subsidiary of MM VAM, LLC is expected to acquire Vident Advisory, LLC (“VA” or the “Adviser”) (the “Transaction”). MM VAM, LLC is an entity controlled by Casey Crawford. Following the Transaction, Mr. Crawford will effectively control VA. Pursuant to the Investment Company Act of 1940, as amended (the “1940 Act”), the investment advisory agreement between the Trust, on behalf of Vident U.S. Equity Strategy ETF, Vident International Equity Strategy ETF, and Vident U.S. Bond Strategy ETF (each, a “Fund” and, collectively, the “Funds”) and VA (the “Current Advisory Agreement”) will automatically terminate upon the Transaction’s closing. The Current Sub-Advisory Agreement among the Adviser, Vident Investment Advisory, LLC (“VIA”), and the Trust, on behalf of the Funds, (the “Current VIA Sub-Advisory Agreement”) will also automatically terminate upon the Transaction’s closing.

 

Pursuant to Section 15(c) of the Investment Company Act of 1940 (the “1940 Act”), at a special meeting held on April 20, 2023 (the “Meeting”), the Board of Trustees (the “Board”) of ETF Series Solutions (the “Trust”) approved:

 

 

(1)

a new investment advisory agreement (the “New Advisory Agreement”) between the Adviser and the Trust, on behalf of the Funds, that is identical in all material respects, except for its effective date and termination date, to the Current Advisory Agreement; and

 

 

(2)

an interim investment advisory agreement (the “Interim Advisory Agreement”) between the Adviser and the Trust, on behalf of the Funds, in accordance with Rule 15a-4 under the 1940 Act.

 

In considering the New Advisory Agreement and the Interim Advisory Agreement, the Board focused on the effect that the Transaction could be expected to have on the Adviser’s business and operations as they relate to the Funds and also took into consideration (i) the nature, extent, and quality of the services provided, and to be provided, by VA; (ii) the historical performance of each Fund; (iii) the cost of the services provided and the profits realized by VA or its affiliates from services rendered to the Funds as well as the estimated cost of the services to be provided by VA and the profits expected to be realized by VA from providing such services, including any other financial benefits enjoyed by VA or its affiliates; (iv) comparative fee and expense data for the Funds and other investment companies with similar investment objectives, including a report prepared by Barrington Partners, an independent third party, that compares each 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 VA in connection with its services to the Funds are, or will be, shared with Fund shareholders; and (vi) other factors the Board deemed to be relevant.

 

75

 

 

Vident ETFs

 

APPROVAL OF ADVISORY AGREEMENT & BOARD CONSIDERATIONS

(Unaudited) (Continued)

 

 

The Board also considered that the Adviser and its affiliate VIA, along with other service providers of the Funds, had provided written and oral updates on the firm over the course of the year with respect to its role as investment adviser and sub-adviser to the Funds, and the Board considered that information alongside the written materials presented at the Meeting, as well as the quarterly Board meeting held on April 5-6, 2023, in its consideration of whether the New Advisory Agreement and the Interim Advisory Agreement should be approved. In addition, the Board took into consideration performance and due diligence information related to VA, including the Barrington Report, that was provided to the Board in advance of its annual review of the Funds’ Current Advisory Agreement at its January 11-12, 2023 quarterly meeting. At both the Meeting and the April 5-6 meeting, representatives from VA provided an overview of the Transaction and the effect it would have on the management of the Funds. Representatives from the Adviser also provided an overview of the Funds’ strategies, the services provided to each Fund by the Adviser, and additional information about the Adviser’s personnel and business operations. Further, subsequent to the April 5-6 meeting, at the Board’s request, VA representatives provided additional information about the Transaction and discussed this information with Fund counsel prior to the Meeting. The Board then met with representatives of the Adviser at the Meeting to further discuss the Transaction and the additional information the Adviser had provided. The Adviser confirmed that the Transaction would not result in changes to Funds’ fees and expenses or the nature, extent and quality of services provided to the Funds, including their day-to-day management, or the personnel providing these services. The Board then discussed the materials and the Adviser’s oral presentations that the Board had received and any other information that the Board received at the Meeting and at prior meetings, and deliberated on the approval of the New Advisory Agreement and the Interim Advisory Agreement in light of this information. In its deliberations, the Board did not identify any single piece of information discussed below that was all-important or controlling.

 

Nature, Extent, and Quality of Services Provided. The Trustees considered the scope of services provided under the New Advisory Agreement and the Interim Advisory Agreement, noting that the Adviser had provided and would continue to provide investment management services to the Funds. The Trustees also considered that the services to be provided under the New Advisory Agreement and the Interim Advisory Agreement were identical in all material respects to those services provided under the Current Agreement. The Trustees noted that although VIA will cease to exist upon the close of the Transaction, VIA personnel will become Adviser personnel at such time and continue to provide services to the Funds on behalf of the Adviser. 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

 

76

 

 

Vident ETFs

 

APPROVAL OF ADVISORY AGREEMENT & BOARD CONSIDERATIONS

(Unaudited) (Continued)

 

 

Adviser’s compliance program. The Board also considered its previous experience with the Adviser providing investment management services to the Funds. 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 the Adviser’s statements that the scope and quality of services provided to the Funds by the Adviser would not diminish as a result of the Transaction.

 

The Board also considered other services provided by the Adviser to the Funds, monitoring each Fund’s adherence to its investment restrictions and compliance with the Funds’ policies and procedures and applicable securities regulations, as well as monitoring the extent to which a Fund achieves its investment objective as a passively managed fund. Additionally, the Board considered that each Fund tracks an index created and owned by an affiliate of the Adviser. The Board noted the Adviser’s belief that shareholders invest in a Fund based on the investment principles incorporated into the index methodology of such Fund and the expectation that the Adviser will provide advisory services to such Fund based on its index methodology.

 

Historical Performance. The Trustees next considered each Fund’s performance, noting that it had recently undertaken a comprehensive review of such matters at its January 11-12, 2023 meeting. The Board observed that information regarding each Fund’s past investment performance, for periods ended September 30, 2022, had been included in the written materials previously provided to the Board, including the Barrington Report, which compared the performance results of each 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 each Fund’s Morningstar category – US Fund Intermediate Core-Plus Bond, US Fund Foreign Large Value, and US Fund Mid-Cap Value, respectively (each, a “Category Peer Group”). Additionally, at the Board’s request, the Adviser identified the funds the Adviser considered to be each Fund’s most direct competitors (each, a “Selected Peer Group”) and provided the Selected Peer Group’s performance results.

 

In addition, the Board noted that, for each applicable period ended September 30, 2022, each 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 each Fund tracked its underlying index closely and in an appropriate manner.

 

Vident U.S. Bond Strategy ETF: The Board noted that the Fund underperformed its broad-based benchmark, the FTSE Broad Investment Grade Bond Index, for the one-year, three-year, five-year, and since inception periods. The FTSE Broad Investment

 

77

 

 

Vident ETFs

 

APPROVAL OF ADVISORY AGREEMENT & BOARD CONSIDERATIONS

(Unaudited) (Continued)

 

 

Grade Bond Index tracks the performance of the U.S. Dollar-denominated bonds issued in the U.S. investment-grade bond market. In comparing the Fund’s performance to that of the benchmark, the Board noted that the Fund provides more diversified exposure to the U.S. bond market, including exposure to non-investment grade bonds excluded from the benchmark.

 

The Board then noted that, for the one-year, three-year, five-year, and since inception periods ended September 30, 2022, the Fund slightly underperformed the median return of its Peer Group and Category Peer Group. The Board took into consideration that only a small percentage of the ETFs in the Peer Group have the flexibility, like the Fund, to invest in non-core fixed income sectors, such as high-yield corporate bonds (also known as “junk bonds”) and Treasury Inflation-Protected Securities (“TIPS”). The Board also noted that the Fund generally performed within the range of funds in the Selected Peer Group for the one-year, three-year and five-year periods ended September 30, 2022. The Board considered that the funds included in the Selected Peer Group were described by the Adviser as funds with similar objectives, investment universes, sector exposure, and average maturity.

 

Vident International Equity Strategy ETF: The Board noted that the Fund outperformed its broad-based benchmark, the Morningstar Global Markets ex-US Index, for the one-year period ended September 30, 2022, but the Fund underperformed its benchmark for each of the three-year, five-year, and since inception periods. The Morningstar Global Markets ex-US Index provides exposure to the top 97% market capitalization in each of two economic segments, developed markets, excluding the United States, and emerging markets. In comparing the Fund’s performance to that of the benchmark, the Board noted that the Fund, unlike the benchmark, invests in companies in emerging markets.

 

The Board noted that, for the one-year, three-year, five-year and since inception periods ended September 30, 2022, the Fund underperformed the median return of its Category Peer Group, but slightly outperformed its Peer Group over the one-year and three-year periods. The Board also noted that the Fund generally performed within the range of funds in the Selected Peer Group for the one-year and five-year periods and outperformed all of the funds from the Selected Peer Group over the three-year period ended September 30, 2022. The Board considered that the funds included in the Selected Peer Group were described by the Adviser as funds with similar objectives, investment universes, and average market capitalizations.

 

Vident U.S. Equity Strategy ETF: The Board noted that the Fund outperformed its broad-based benchmark, the Morningstar U.S. Market Total Return Index, for the one-year and three-year periods ended September 30, 2022, but the Fund underperformed this benchmark for the five-year and since inception periods. With respect to the Fund’s second benchmark, the S&P 500, the Board noted that the Fund outperformed

 

78

 

 

Vident ETFs

 

APPROVAL OF ADVISORY AGREEMENT & BOARD CONSIDERATIONS

(Unaudited) (Continued)

 

 

the S&P 500 for the one-year period, but the Fund underperformed the S&P 500 for the three-year, five-year, and since inception periods. The Morningstar U.S. Market Total Return Index measures the performance of U.S. securities and targets 97% market capitalization coverage of the investable universe. The S&P 500 Index provides an indication of the performance of U.S. large-cap companies

 

The Board noted that, for the one-year and three-year periods ended September 30, 2022, the Fund outperformed the median return of its Peer Group, and the Fund outperformed the median return of its Category Peer Group over the three-year, five-year, and since inception periods. The Board also noted that the Fund generally performed within the range of funds in the Selected Peer Group for the one-year, three-year, and five-year periods ended September 30, 2022. The Board considered that the funds included in the Selected Peer Group were described by the Adviser as funds with similar objectives, investment universes, and quantitative approaches to security selection.

 

Cost of Services Provided and Economies of Scale. The Board observed that the Transaction would not result in an increase in the level of the advisory fee paid by each Fund to the Adviser. In this regard, the Board reviewed each Fund’s fees and expenses, noting that the advisory fees to be paid to the Adviser for its services to the Funds under the New Advisory Agreement and the Interim Advisory Agreement were identical to those in the Current Advisory Agreement. In addition, the Board took into consideration that the Adviser had charged, and would continue to charge, a “unified fee,” meaning each 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 Funds’ other expenses out of the Adviser’s own fee and resources.

 

The Board noted that each Fund’s net expense ratio was equal to its unified fee (described above) and, as a result, its net expense ratio is less than its unified fee. The fee waiver would terminate effective June 30, 2023. The Board took into consideration that it had recently evaluated a comparison of each Fund’s net expense ratio to its Peer Group and Category Peer Group, as shown in the Barrington Report, and its Selected Peer Group.

 

Vident U.S. Bond Strategy ETF: 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 the Peer Group and lower than the median net expense ratio of funds in the 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.

 

79

 

 

Vident ETFs

 

APPROVAL OF ADVISORY AGREEMENT & BOARD CONSIDERATIONS

(Unaudited) (Continued)

 

 

Vident International Equity Strategy ETF: 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 the Peer Group and lower than the median net expense ratio of funds in the Category Peer Group. In addition, the Board noted that the Fund’s net expense ratio was slightly higher than the highest net expense ratio of the other funds in its Selected Peer Group.

 

Vident U.S. Equity Strategy ETF: 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 the Peer Group and lower than the median net expense ratio of funds in the 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 Funds 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, and expected to be received, by the Adviser from its relationship with the Funds, taking into account an analysis of the Adviser’s profitability, and expected profitability, with respect to each Fund at various actual and projected Fund asset levels. In evaluating these matters, the Board considered the resources that would become available to the Adviser as a result of the Transaction.

 

The Board expressed the view that it currently appeared that the Adviser might realize economies of scale in managing the Funds as assets grow in size. The Board noted that, should the Adviser realize economies of scale in the future, the Board would evaluate whether those economies were appropriately shared with Fund shareholders, whether through the structure and amount of the fee or by other means.

 

Conclusion. No single factor was determinative of the Board’s decision to approve the New Advisory Agreement and the Interim 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, determined that the New Advisory Agreement and the Interim Advisory Agreement, including the compensation payable under each agreement, was fair and reasonable to each Fund. The Board, including the Independent Trustees, determined that the approval of the New Advisory Agreement was in the best interests of each Fund and its shareholders. Further, the Board, including the Independent Trustees, determined that the approval of the Interim Advisory Agreement was in the best interest of each Fund and its shareholders, for a period of 150 days from the effective date of the Interim Advisory Agreement.

 

80

 

 

Vident ETFs

 

Results of Shareholder Meeting

(Unaudited)

 

 

A Special Meeting of Shareholders of the Funds was held on June 9, 2023 at the offices of U.S. Bank Global Fund Services, 615 East Michigan Street, Milwaukee, Wisconsin, pursuant to notice given to all shareholders of record of the Funds at the close of business on May 9, 2023. At the Special Meeting, shareholders were asked to approve the following proposal, and the tabulation of the shareholder votes rendered the following results:

 

Vident International Equity Strategy ETFTM

 

Proposal

Votes For

Votes Against

Abstained

For shareholders of each Fund, separately, to approve a new investment advisory agreement between the Trust, on behalf of such Fund, and Vident Advisory, LLC (d/b/a Vident Asset Management) (“VA” or the “Adviser”). (the “New Advisory Agreement”).

13,787,601

6,818

103

 

Vident U.S Equity Strategy ETFTM

 

Proposal

Votes For

Votes Against

Abstained

For shareholders of each Fund, separately, to approve a new investment advisory agreement between the Trust, on behalf of such Fund, and Vident Advisory, LLC (d/b/a Vident Asset Management) (“VA” or the “Adviser”).

(the “New Advisory Agreement”).

10,118,858

2,699

0

 

Vident U.S Bond Strategy ETFTM

 

Proposal

Votes For

Votes Against

Abstained

For shareholders of each Fund, separately, to approve a new investment advisory agreement between the Trust, on behalf of such Fund, and Vident Advisory, LLC (d/b/a Vident Asset Management) (“VA” or the “Adviser”).

(the “New Advisory Agreement”).

8,126,905

833

487

 

81

 

 

Vident ETFs

 

Review of Liquidity Risk Management Program

(Unaudited)

 

 

Pursuant to Rule 22e-4 under the Investment Company Act of 1940, the Trust, on behalf of the series of the Trust covered by this shareholder report (the “Series”), has adopted a liquidity risk management program to govern the Trust’s approach to managing liquidity risk. Rule 22e-4 seeks to promote effective liquidity risk management, thereby reducing the risk that a fund will be unable to meet its redemption obligations and mitigating dilution of the interests of fund shareholders. The Trust’s liquidity risk management program is tailored to reflect the Series’ particular risks, but not to eliminate all adverse impacts of liquidity risk, which would be incompatible with the nature of such Series.

 

The investment adviser to the Series has adopted and implemented its own written liquidity risk management program (the “Program”) tailored specifically to assess and manage the liquidity risk of the Series.

 

At a recent meeting of the Board of Trustees of the Trust, the Trustees received a report pertaining to the operation, adequacy, and effectiveness of implementation of the Program for the period ended December 31, 2022. The report concluded that the Program is reasonably designed to assess and manage the Series’ liquidity risk and has operated adequately and effectively to manage such risk. The report reflected that there were no liquidity events that impacted the Series’ ability to timely meet redemptions without dilution to existing shareholders. The report further noted that no material changes have been made to the Program since its implementation.

 

There can be no assurance that the Program will achieve its objectives in the future. Please refer to the prospectus for more information regarding the Series’ exposure to liquidity risk and other principal risks to which an investment in the Series may be subject.

 

82

 

 

Vident ETFs

 

Federal Tax Information

(Unaudited)

 

 

QUALIFIED DIVIDEND INCOME

For the year ended August 31, 2023, certain dividends paid by the Funds 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 as follows:

 

Vident International Equity Strategy ETFTM

69.99%

Vident U.S. Equity Strategy ETFTM

100.00%

Vident U.S. Bond Strategy ETFTM

0%

 

DIVIDENDS RECEIVED DEDUCTION

For corporate shareholders, the percent of ordinary income distributions qualifying for the corporate dividends received deduction for the fiscal year ended August 31, 2023 was as follows:

 

Vident International Equity Strategy ETFTM

0.02%

Vident U.S. Equity Strategy ETFTM

100.00%

Vident U.S. Bond Strategy ETFTM

0.00%

 

SHORT-TERM CAPITAL GAIN

For the year ended August 31, 2023, 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 each Fund were as follows:

 

Vident International Equity Strategy ETFTM

0.00%

Vident U.S. Equity Strategy ETFTM

0.00%

Vident U.S. Bond Strategy ETFTM

0.00%

 

83

 

 

Vident ETFs

 

Federal Tax Information

(Unaudited) (Continued)

 

 

FOREIGN TAX CREDIT PASS THROUGH

Pursuant to Section 853 of the Internal Revenue code, the Funds designated the following amounts as foreign taxes paid for the year ended August 31, 2023. Foreign taxes paid for purposes of Section 853 may be less than actual foreign taxes paid for financial statement purposes.

 

 

Creditable
Foreign Taxes
Paid

Per Share
Amount

Portion of
Ordinary
Income
Distribution
Derived
from Foreign
Sourced
Income

Vident International Equity Strategy ETFTM

$2,523,506

$0.16073288

100.00%

Vident U.S. Equity Strategy ETFTM

Vident U.S. Bond Strategy ETFTM

 

Foreign taxes paid or withheld should be included in taxable income with an offsetting deduction from gross income or as a credit for taxes paid to foreign governments.

 

Above figures may differ from those cited elsewhere in this report due to difference in the calculation of income and gains under GAAP purposes and Internal Revenue Service purposes.

 

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

 

Information About Portfolio Holdings
(Unaudited)

 

 

The Funds file their complete schedules of portfolio holdings for their first and third fiscal quarters with the SEC on Part F of Form N-PORT. The Funds’ Part F of Form N-PORT is available without charge, upon request, by calling toll-free at (800) 617-0004. Furthermore, you may obtain the Part F of Form N-PORT on the SEC’s website at www.sec.gov. Each Fund’s portfolio holdings are posted on their website at www.videntam.com daily.

 

84

 

 

Vident ETFs

 

Information About Proxy Voting

(Unaudited)

 

 

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

 

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

 

Frequency Distribution of Premiums and Discounts
(Unaudited)

 

 

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

 

85

 

 

Adviser/Index Provider

Vident Asset Management
1125 Sanctuary Parkway, Suite 515
Alpharetta, Georgia 30009

 

Distributor

ALPS Distributors, Inc.
1290 Broadway, Suite 1000
Denver, Colorado 80203

 

Custodian

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

 

Transfer Agent

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

 

Independent Registered Public Accounting Firm

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

 

Legal Counsel

Morgan, Lewis & Bockius LLP
1111 Pennsylvania Avenue NW
Washington, DC 20004-2541

 

Vident International
Equity Strategy ETF
TM

Symbol – VIDI
CUSIP – 26922A404

Vident U.S. Equity
Strategy ETF
TM

Symbol – VUSE
CUSIP – 26922A503

Vident U.S. Bond
Strategy ETF
TM

Symbol – VBND
CUSIP – 26922A602

 

 

 

 

(b)Not applicable.

 

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 the last two fiscal years for audit fees, audit-related fees, tax fees and other fees by the principal accountant.

 

   FYE  8/31/2023  FYE  8/31/2022
( a ) Audit Fees  $48,000  $46,500
( b ) Audit-Related Fees  $0  $0
( c ) Tax Fees  $10,500  $10,500
( d ) All Other Fees  $0  $0

 

(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:

 

  1

 

   FYE  8/31/2023  FYE  8/31/2022
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  8/31/2023  FYE  8/31/2022
Registrant  N/A  N/A
Registrant’s Investment Adviser  N/A  N/A

 

(h) The audit committee of the board of trustees/directors has considered whether the provision of non-audit services that were rendered to the registrant's investment adviser is compatible with maintaining the principal accountant's independence and has concluded that the provision of such non-audit services by the accountant has not compromised the accountant’s independence.

 

(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 as part of the report to shareholders filed under Item 1 of this Form.

 

(b) Not applicable.

  2

 

 

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

 

Not applicable to open-end investment companies.

 

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

 

Not applicable to open-end investment companies.

 

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

 

Not applicable to open-end investment companies.

 

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

 

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

 

Item 11. Controls and Procedures.

 

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

 

(b)

There were no changes in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the 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 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies

 

Not applicable to open-end investment companies.

  3

 

Item 13. Exhibits.

 

(a)

(1) Any code of ethics or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy Item 2 requirements through filing an exhibit. Filed herewith.

 

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

 

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

 

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

 

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

  4

 

SIGNATURES

 

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

 

  (Registrant) ETF Series Solutions  
       
  By (Signature and Title)* /s/ Kristina R. Nelson  
    Kristina R. Nelson, President (principal executive officer)
       
  Date 11/9/2023   

 

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

 

  By (Signature and Title)* /s/ Kristina R. Nelson   
    Kristina R. Nelson, President (principal executive officer)  
       
  Date 11/9/2023  
       
  By (Signature and Title)* /s/ Kristen M. Weitzel   
    Kristen M. Weitzel, Treasurer (principal financial officer)  
       
  Date 11/9/2023  

 

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

 

 

 

 

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.

 

V.Waivers

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.

 

VI.Amendments

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.

 

 

VII.Violations

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.

 

VIII.Disclosure

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.

 

IX.Acknowledgement

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.

 

X.Confidentiality

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.

 

XI.Internal Use

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

 

 

 

EX.99.CERT

 

CERTIFICATIONS

 

I, Kristina R. Nelson, certify that:

 

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: 11/9/2023   /s/ Kristina R. Nelson  
      Kristina R. Nelson  
      President (principal executive officer)  
      ETF Series Solutions  

  

 

 

EX.99.CERT

 

CERTIFICATIONS

 

I, Kristen M. Weitzel, certify that:

 

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: 11/9/2023   /s/ Kristen M. Weitzel  
      Kristen M. Weitzel  
      Treasurer (principal financial officer)  
      ETF Series Solutions  

 

 

 

EX.99.906CERT

 

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act

 

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned officers of ETF Series Solutions does hereby certify, to such officer’s knowledge, that the report on Form N-CSR of the ETF Series Solutions, for the year ended August 31, 2023 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as applicable, and that the information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of ETF Series Solutions for the stated period.

 

/s/ Kristina R. Nelson   /s/ Kristen M. Weitzel  
Kristina R. Nelson   Kristen M. Weitzel  
President (principal executive officer),   Treasurer (principal financial officer),  
ETF Series Solutions   ETF Series Solutions  

 

Dated: 11/9/2023    

 

This statement accompanies this report on Form N-CSR pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed as filed by ETF Series Solutions for purposes of Section 18 of the Securities Exchange Act of 1934.