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

 

FORM N-CSR

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

 

Investment Company Act file number 811-22668

 

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

 

615 East Michigan Street

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

 

Kristina R. Nelson

ETF Series Solutions

615 East Michigan Street

Milwaukee, WI 53202

(Name and address of agent for service)

 

(414) 765-6076

Registrant's telephone number, including area code

 

Date of fiscal year end: October 31

 

Date of reporting period: October 31, 2021

 

 

 

Item 1. Reports to Stockholders.

 

(a)      

 

Annual Report

October 31, 2021

 

AAM S&P 500 High Dividend Value ETF

Ticker: SPDV

 

AAM S&P Emerging Markets High Dividend Value ETF

Ticker: EEMD

 

AAM S&P Developed Markets High Dividend Value ETF

Ticker: DMDV

 

AAM Low Duration Preferred and Income Securities ETF

Ticker: PFLD

 

AAM Bahl & Gaynor Small/Mid Cap Income Growth ETF

Ticker: SMIG

 

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

 

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

 

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

 

 

AAM ETFs

 

TABLE OF CONTENTS

 

 

Page

Management Discussion of Fund Performance

1

Performance Summaries

6

Portfolio Allocations

11

Schedules of Investments

14

Statements of Assets and Liabilities

36

Statements of Operations

38

Statements of Changes in Net Assets

40

Financial Highlights

45

Notes to Financial Statements

50

Report of Independent Registered Public Accounting Firm

64

Trustees and Officers

66

Expense Example

69

Review of Liquidity Risk Management Program

72

Approval of Advisory Agreements & Board Consideration

73

Federal Tax Information

82

Federal Tax Credit Pass Through

83

Information About Portfolio Holdings

83

Information About Proxy Voting

84

Frequency Distribution of Premiums and Discounts

84

 

 

AAM ETFs

 

Management Discussion of Fund Performance
(Unaudited)

 

 

The AAM S&P 500 High Dividend Value ETF

 

The AAM S&P 500 High Dividend Value ETF (“SPDV” or the “Fund”) seeks to track the total return performance, before fees and expenses, of its underlying index, the S&P 500 Dividend and Free Cash Flow Yield Index (the “Index’). Through the Index, SPDV, is passively managed using a rules-based, equal-weighted strategy that is designed to provide exposure to constituents of the S&P 500® Index that exhibit both high dividend yield and sustainable dividend distribution characteristics, while maintaining a diversified sector exposure.

 

SPDV generated a total return of 46.23% (NAV) and 46.55% (market price), while the underlying index for SPDV generated a total return of 46.89% between November 1, 2020, and October 31, 2021 (“current fiscal period”). Over the same current fiscal period, the benchmark index, the S&P 500® index, achieved a total return of 42.91%.

 

Top performing sectors attributable to SPDV’s return during the current fiscal period were Real Estate, Energy, and Financials. The worst performing sectors were Utilities, Health Care, and Consumer Discretionary.

 

Individual stocks attributable to SPDV’s return over the same fiscal period were Simon Property Group Inc (+221 bps), Nucor Corp (+198 bps), and CF Industries Holdings Inc (+171 bps). Stocks dragging down SPDV’s return were Western Union (-34 bps), Newmont Corp (-27 bps), and WEC Energy Group Inc (-23 bps).

 

The AAM S&P Emerging Markets High Dividend Value ETF

 

The AAM S&P Emerging Markets High Dividend Value ETF (“EEMD” or the “Fund”) seeks to track the total return performance, before fees and expenses, of its underlying index, the S&P Emerging Markets Dividend and Free Cash Flow Yield Index (the “Index”). Through the Index, EEMD, is passively managed using a rules-based, equal-weighted strategy that is designed to provide exposure to constituents of the S&P Emerging Plus LargeMidCap® Index that exhibit both high dividend yield and sustainable dividend distribution characteristics, while maintaining a diversified sector exposure.

 

EEMD generated a total return of 32.74% (NAV) and 33.99% (market price) between November 1, 2020, and October 31, 2021 (“current fiscal period”). This compares to the 34.74% of the underlying Index, and a 17.54% total return for the benchmark index, the S&P Emerging Plus LargeMidCap® Index, for the same current fiscal period.

 

Top performing sectors attributable to EEMD’s return over the current fiscal period were Consumer Discretionary, Industrials, and Materials. The worst performing sectors included Health Care, Utilities and Consumer Staples.

 

1

 

 

AAM ETFs

 

Management Discussion of Fund Performance
(Unaudited) (Continued)

 

 

Individual stocks attributable to EEMD’s return over the same fiscal period were Great Wall Motor Company (+297 bps), Yanzhou Coal Mining (+224 bps), and Lenovo Group (+202 bps). Stocks dragging down EEMD’s return were Top Glove Corp (-136 bps), China Evergrande Group (-95 bps), and Vale SA (-68 bps).

 

The AAM S&P Developed Markets High Dividend Value ETF

 

The AAM S&P Developed Markets High Dividend Value ETF (“DMDV” or the “Fund”) seeks to track the total return performance, before fees and expenses, of its underlying index, the S&P Developed Markets ex-US Dividend and Free Cash Flow Yield Index (the “Index’). Through the Index, DMDV, is passively managed using a rules-based, equal-weighted strategy that is designed to provide exposure to constituents of the S&P Developed BMI Ex-US & Korea LargeMidCap® Index that exhibit both high dividend yield and sustainable dividend distribution characteristics, while maintaining a diversified sector exposure.

 

DMDV generated a total return of 35.49% (NAV) and 35.10% (market price) between November 1, 2020 and October 31, 2021 (the “current fiscal period”). This compares to the 36.14% of the underlying Index, and a 35.47% total return for the benchmark index, the S&P Developed BMI Ex-US & Korea LargeMidCap® Index, for the same current fiscal period.

 

Top performing sectors attributable to DMDV’s return over the current fiscal period were Energy, Financials, and Industrials. The worst performing sectors included Health Care, Consumer Staples, and Communication Services.

 

Individual stocks attributable to DMDV’s return over the same fiscal period were Power Corp Of Canada (+132 bps), RioCan Real Estate Investment Trust (+132 bps), and Marubeni Corp (+129 bps). Stocks dragging down DMDV’s return were AGL Energy Ltd (-99 bps), Yamada Holdings Co Ltd (-43 bps), and HeidelbergCement AG (-32 bps).

 

The AAM Low Duration Preferred and Income Securities ETF

 

The AAM Low Duration Preferred and Income Securities ETF (“PFLD” or the “Fund”) seeks to track the total return performance, before fees and expenses, of the ICE 0-5 Year Duration Exchange-Listed Preferred & Hybrid Securities Index (the “Index”). Through the Index, PFLD, is passively managed using a rules-based, strategy that is designed to provide exposure to exchange-listed, U.S. dollar-denominated preferred securities and hybrid securities listed on the New York Stock Exchange (“NYSE”) or NASDAQ Capital Market (“NASDAQ”) with an option-adjusted duration of less than five years.

 

2

 

 

AAM ETFs

 

Management Discussion of Fund Performance
(Unaudited) (Continued)

 

 

PFLD generated a total return of 10.08% (NAV) and 10.07% (market price), while the underlying index for PFLD generated a total return of 10.44% between November 1, 2020, and October 31, 2021 (“current fiscal period”). Over the same current fiscal period, the benchmark index, the ICE Exchange-Listed Preferred & Hybrid Securities Index, achieved a total return of 13.87%.

 

Top performing industries attributable to PFLDs return during the current fiscal period were Banking, Utility, and Energy. The worst performing industries included Retail, Quasi Government, and Transportation.

 

Individual securities attributable to PFLD’s return over the same fiscal period were NSUS Float 01/15/43 (+32 bps), GS Float Perp (+26 bps), and Ally Float 02/15/40 (+23 bps). Securities dragging down PFLD’s return were ALINFR 8.875 Per (-16 bps), Solarwinds Corp (-9 bps), and T 5.35 11/01/66 (-2 bps).

 

AAM Bahl & Gaynor Small/Mid Cap Income Growth ETF

 

The AAM Bahl & Gaynor Small/Mid Cap Income Growth ETF (SMIG) incepted on August 25, 2021. As such, our first annual letter to you, our valued partners and shareholders, describes a relatively short period of history at just over 2 months. From SMIG’s inception through October 31, 2021, the Fund generated a total return of -0.23%/-0.27% (market/NAV) versus the Russell 2500 return of +2.61% for the period. We believe the shortfall was a microcosm of the condition of the market during that period of time, which was characterized by the favorable performance of low-quality companies within the benchmark (defined as companies with a S&P Quality Ranking of B or Worse), which returned +3.90% versus high-quality constituents (S&P Quality Ranking of B+ or Better) returning just 1.04%. This result is not surprising given the Fund’s highly active, differentiated approach and focus on companies of lower-risk and high intrinsic quality, against a more speculative market context that rewarded lower quality, less profitable investments.

 

Assessing attribution on a security basis, the largest contributors to performance include Evercore (EVR), Penske Automotive (PAG), and NetApp (NTAP). The largest detractors to performance include Rent-A-Center (RCII), McAfee (MCFE), and Encompass Health (EHC). Assessing attribution on a sector basis, the largest detractor to relative performance was our underweight to the Energy sector. As of 10/31/21, the fund had no exposure to the Energy sector.

 

Bahl & Gaynor does not alter its process or philosophy during short-term periods when returns may lag the benchmark. We remain committed to our foundational philosophy and objectives, which focus on the compounding growth of cash flow income, downside protection, and long-term capital appreciation, all through the

 

3

 

 

AAM ETFs

 

Management Discussion of Fund Performance
(Unaudited) (Continued)

 

 

ownership of companies of high intrinsic quality and growth potential that we feel are underappreciated by the market. We thank you for your partnership and look forward to the opportunities in the years ahead.

 

Must be preceded or accompanied by a prospectus.

 

The AAM S&P 500 High Dividend Value ETF, AAM S&P Emerging Markets High Dividend Value ETF, AAM S&P Developed Markets High Dividend Value ETF, AAM Low Duration Preferred and Income Securities ETF and AAM Bahl & Gaynor Small/Mid Cap Income Growth ETF are distributed by Quasar Distributors, LLC.

 

Investing involves risk, including the possible loss of principal. Shares of any ETF are bought and sold at market price (not NAV) and may trade at a discount or premium to NAV. Shares are not individually redeemable from the Funds and may be only be acquired or redeemed from the Funds in creation units. Brokerage commissions will reduce returns. Companies with high yield or payout ratio may underperform other securities in certain market conditions and reduce or discontinue paying dividends entirely while included in the Index. The Funds’ return may not match or achieve a high degree of correlation with the return of the underlying Index. To the extent the Funds utilize a sampling approach, they may experience tracking error to a greater extent than if the Funds had sought to replicate the Index. Investments in foreign securities involve political, economic and currency risks, greater volatility and differences in accounting methods. These risks are greater for emerging markets investments. Investments in mid-cap companies may involve less liquidity and greater volatility than larger companies. Diversification does not assure a profit or protect against a loss in a declining market.

 

S&P 500® Dividend and Free Cash Flow Yield index is a rules-based, equal-weighted index that is designed to provide exposure to the constituents of the S&P 500® Index that exhibit both high dividend yield and sustainable dividend distribution characteristics, while maintaining diversified sector exposure.

 

S&P 500® Index is a widely recognized capitalization-weighted index of 500 common stock prices in U.S. companies.

 

S&P Emerging Markets Dividend and Free Cash Flow Yield Index is rules-based, equal-weighted index that is designed to provide exposure to the constituents of the S&P Emerging Plus LargeMidCap® Index that exhibit both high dividend yield and sustainable dividend distribution characteristics, while maintaining diversified sector exposure.

 

S&P Emerging Plus LargeMidCap® Index is designed to measure the performance of large- and mid-capitalization securities in emerging markets.

 

S&P Developed Ex-U.S. Dividend and Free Cash Flow Index is a rules-based, equal-weighted index that is designed to provide exposure to the constituents of the S&P Developed BMI Ex-U.S. & Korea LargeMidcap® Index that exhibit both high dividend yield and sustainable dividend distribution characteristics, while maintaining diversified sector exposure.

 

S&P Developed BMI Ex-U.S. & Korea LargeMidcap® Index is a comprehensive benchmark including stocks from developed markets excluding the United States and Korea.

 

ICE 0-5 Year Duration Exchange-Listed Preferred & Hybrid Securities Index is designed to measure the performance of exchange-listed, U.S. dollar-denominated preferred securities and hybrid securities listed on the New York Stock Exchange (“NYSE”) or NASDAQ Capital Market (“NASDAQ”) with an option-adjusted duration of less than 5 years. The Index was developed by ICE Data Indices, LLC (“IDI”), the Fund’s index provider (the “Index Provider”) and an affiliate of the NYSE.

 

4

 

 

AAM ETFs

 

Management Discussion of Fund Performance
(Unaudited) (Continued)

 

 

ICE Exchange-Listed Preferred & Hybrid Securities Index is designed to measure the performance of a select group of exchange-listed, U.S. dollar denominated preferred securities, hybrid securities and convertible preferred securities listed on the New York Stock Exchange (“NYSE”) or NASDAQ Capital Market (“NASDAQ”).

 

Russell 2500 Index is a market-cap-weighted index that includes the smallest 2,500 companies covered in the broad-based Russell 3000 sphere of United States-based listed equities. All 2,500 of the companies included in the Index cover the small- and mid-cap market capitalizations.

 

Basis Point (bps) refers to a unit of measurement for interest rates and other percentages. One basis point is equal to 1/100th of 1%, or 0.01%.

 

Duration is a measure that helps approximate the degree of price sensitivity of a bond to changes in interest rates and is adjusted to account for the change in cash flows of the bond’s embedded option.

 

It is not possible to invest directly in an index.

 

For a complete list of Fund holdings please see the Schedules of Investments on page 14 of the report. Fund holdings and sector allocations are subject to change and should not be considered a recommendation to buy or sell any security.

 

5

 

 

AAM S&P 500 High Dividend Value ETF

 

PERFORMANCE SUMMARY
(Unaudited)

 

 

Growth of $10,000

 

 

Average Annual Returns
October 31, 2021

1 Year

3 Years

Since
Inception
(11/28/2017)

 

AAM S&P 500 High Dividend Value ETF — NAV

46.23%

9.14%

8.51%

 

AAM S&P 500 High Dividend Value ETF — Market

46.55%

9.01%

8.46%

 

S&P 500® Dividend and Free Cash Flow Yield Index

46.89%

9.50%

8.87%

 

S&P 500® Index

42.91%

21.48%

17.50%

 

 

This chart illustrates the performance of a hypothetical $10,000 investment made on November 28, 2017 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.

 

The performance data quoted represents past performance. Past performance does not guarantee future results. The investment return and principal value of an investment will fluctuate. An investor’s shares, when redeemed, may be worth more or less than their original cost; current performance may be lower or higher than the performance quoted. Short-term performance, in particular, is not a good indication of the fund’s future performance, and an investment should not be based solely on returns. For the most recent month end performance please visit the fund’s website at www.aamlive.com. The gross expense ratio as of the prospectus dated 2/28/21 was 0.29%.

 

6

 

 

AAM S&P Emerging Markets High Dividend Value ETF

 

PERFORMANCE SUMMARY
(Unaudited)

 

 

Growth of $10,000

 

 

Average Annual Returns
October 31, 2021

1 Year

3 Years

Since
Inception
(11/28/2017)

 

AAM S&P Emerging Markets High Dividend Value ETF — NAV

32.74%

5.82%

1.75%

 

AAM S&P Emerging Markets High Dividend Value ETF — Market

33.99%

5.86%

1.91%

 

S&P Emerging Markets Dividend and Free Cash Flow Yield Index

34.74%

6.61%

2.62%

 

S&P Emerging Plus LargeMidCap® Index

17.54%

12.66%

5.31%

 

 

This chart illustrates the performance of a hypothetical $10,000 investment made on November 28, 2017 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.

 

The performance data quoted represents past performance. Past performance does not guarantee future results. The investment return and principal value of an investment will fluctuate. An investor’s shares, when redeemed, may be worth more or less than their original cost; current performance may be lower or higher than the performance quoted. Short-term performance, in particular, is not a good indication of the fund’s future performance, and an investment should not be based solely on returns. For the most recent month end performance please visit the fund’s website at www.aamlive.com. The gross expense ratio as of the prospectus dated 2/28/21 was 0.50%.

 

7

 

 

AAM S&P Developed Markets High Dividend Value ETF

 

PERFORMANCE SUMMARY
(Unaudited)

 

 

Growth of $10,000

 

 

Average Annual Returns
October 31, 2021

1 Year

Since
Inception
(11/27/2018)

 

AAM S&P Developed Markets High Dividend Value ETF — NAV

35.49%

3.45%

 

AAM S&P Developed Markets High Dividend Value ETF — Market

35.10%

3.50%

 

S&P Developed Ex-US Dividend and Free Cash Flow Yield Index

36.14%

3.92%

 

S&P Developed BMI Ex-U.S. & Korea LargeMidCap Index

35.47%

12.82%

 

 

This chart illustrates the performance of a hypothetical $10,000 investment made on November 27, 2018 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.

 

The performance data quoted represents past performance. Past performance does not guarantee future results. The investment return and principal value of an investment will fluctuate. An investor’s shares, when redeemed, may be worth more or less than their original cost; current performance may be lower or higher than the performance quoted. Short-term performance, in particular, is not a good indication of the fund’s future performance, and an investment should not be based solely on returns. For the most recent month end performance please visit the fund’s website at www.aamlive.com. The gross expense ratio as of the prospectus dated 2/28/21 was 0.39%.

 

8

 

 

AAM Low Duration Preferred and Income Securities ETF

 

PERFORMANCE SUMMARY
(Unaudited)

 

 

Growth of $10,000

 

 

Average Annual Returns
October 31, 2021

1 Year

Since
Inception
(11/19/2019)

 

AAM Low Duration Preferred and Income Securities ETF — NAV

10.08%

5.58%

 

AAM Low Duration Preferred and Income Securities ETF — Market

10.07%

5.53%

 

ICE 0-5 Year Duration Exchange-Listed Preferred & Hybrid Securities Index

10.44%

6.05%

 

ICE Exchange-Listed Preferred & Hybrid Securities Index

13.87%

8.72%

 

 

This chart illustrates the performance of a hypothetical $10,000 investment made on November 19, 2019 and is not intended to imply any future performance. The returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. The chart assumes reinvestment of capital gains and dividends.

 

The performance data quoted represents past performance. Past performance does not guarantee future results. The investment return and principal value of an investment will fluctuate. An investor’s shares, when redeemed, may be worth more or less than their original cost; current performance may be lower or higher than the performance quoted. Short-term performance, in particular, is not a good indication of the fund’s future performance, and an investment should not be based solely on returns. For the most recent month end performance please visit the fund’s website at www.aamlive.com. The gross expense ratio as of the prospectus dated 2/28/21 was 0.45%.

 

9

 

 

AAM Bahl & Gaynor Small/Mid Cap Income Growth ETF

 

PERFORMANCE SUMMARY
(Unaudited)

 

 

Growth of $10,000

 

 

Cumulative Returns
October 31, 2021

Since
Inception
(8/25/2021)

 

AAM Bahl & Gaynor Small/Mid Cap Income Growth ETF — NAV

-0.27%

 

AAM Bahl & Gaynor Small/Mid Cap Income Growth ETF — Market

-0.23%

 

Russell 2500 Total Return Index

2.61%

 

 

This chart illustrates the performance of a hypothetical $10,000 investment made on August 25, 2021 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.

 

The performance data quoted represents past performance. Past performance does not guarantee future results. The investment return and principal value of an investment will fluctuate. An investor’s shares, when redeemed, may be worth more or less than their original cost; current performance may be lower or higher than the performance quoted. Short-term performance, in particular, is not a good indication of the fund’s future performance, and an investment should not be based solely on returns. For the most recent month end performance please visit the fund’s website at www.aamlive.com. The gross expense ratio as of the prospectus dated 8/20/21 was 0.60%.

 

10

 

 

AAM ETFs

 

Portfolio Allocations
As of October 31, 2021 (Unaudited)

 

 

AAM S&P 500 High Dividend Value ETF

 

Sector

Percentage of
Net Assets

Energy

10.6%

Financials

10.0

Real Estate

9.5

Materials

9.0

Utilities

9.0

Consumer Staples

8.8

Information Technology

8.8

Communication Services

8.5

Consumer Discretionary

8.5

Industrials

8.5

Health Care

8.2

Short-Term Investments

0.7

Liabilities in Excess of Other Assets

(0.1)

Total

100.0%

 

AAM S&P Emerging Markets High Dividend Value ETF

 

Sector

Percentage of
Net Assets

Consumer Discretionary

10.3%

Energy

10.1

Communication Services

9.9

Industrials

9.9

Consumer Staples

9.7

Information Technology

9.5

Utilities

9.3

Financials

9.0

Materials

8.6

Health Care

6.7

Real Estate

6.6

Short-Term Investments

0.8

Liabilities in Excess of Other Assets

(0.4)

Total

100.0%

 

 

11

 

 

AAM ETFs

 

Portfolio Allocations
As of October 31, 2021 (Unaudited) (Continued)

 

 

AAM S&P Developed Markets High Dividend Value ETF

 

Sector

Percentage of
Net Assets

Energy

9.9%

Financials

9.8

Information Technology

9.5

Real Estate

9.3

Consumer Staples

9.2

Industrials

9.2

Communication Services

9.0

Utilities

8.8

Consumer Discretionary

8.6

Health Care

8.2

Materials

7.8

Short-Term Investments

0.7

Other Assets in Excess of Liabilities +

0.0

Total

100.0%

 

AAM Low Duration Preferred and Income Securities ETF

 

Sector

Percentage of
Net Assets

Financials ♦

59.1%

Real Estate

14.8

Utilities

10.0

Energy

7.0

Short-Term Investments

5.5

Communication Services

3.8

Industrials

2.7

Mining, Quarrying, and Oil and Gas Extraction

0.9

Consumer Discretionary

0.8

Information Technology

0.3

Liabilities in Excess of Other Assets

(4.9)

Total

100.0%

 

To the extent that the Fund invests more heavily in particular sectors of the economy, its performance will be especially sensitive to developments that significantly affect those sectors. See Note 7 in Notes to Financial Statements.

+

Represents less than 0.05% of net assets.

 

 

12

 

 

AAM ETFs

 

Portfolio Allocations
As of October 31, 2021 (Unaudited) (Continued)

 

 

AAM Bahl & Gaynor Small/Mid Cap Income Growth ETF

 

Sector

Percentage of
Net Assets

Information Technology

20.8%

Consumer Discretionary

15.7

Financials

15.6

Materials

12.4

Industrials

9.7

Health Care

8.1

Real Estate

8.1

Utilities

4.3

Consumer Staples

3.4

Communication Services

1.6

Short-Term Investments

0.4

Liabilities in Excess of Other Assets

(0.1)

Total

100.0%

 

The Global Industry Classification Standard (GICS®) was developed by and/or is exclusive property of MSCI, Inc. and Standard & Poor’s Financial Services LLC (“S&P”). GICS® is a service mark of MSCI, Inc. and S&P and has been licensed for use by the Fund’s Administrator, U.S. Bancorp Fund Services, LLC.

 

13

 

 

AAM S&P 500 High Dividend Value ETF

 

Schedule of Investments
October 31, 2021

 

 

 

Shares

 

Security Description

 

Value

 
     

COMMON STOCKS — 99.4%

       
       

Communication Services — 8.5%

       
    29,129  

AT&T, Inc.

  $ 735,799  
    23,235  

Interpublic Group of Companies, Inc.

    849,704  
    64,921  

Lumen Technologies, Inc.

    769,963  
    11,342  

Omnicom Group, Inc.

    772,163  
    20,004  

ViacomCBS, Inc. - Class B

    724,545  
              3,852,174  
       

Consumer Discretionary — 8.5%

       
    6,352  

Genuine Parts Company

    832,811  
    45,452  

Hanesbrands, Inc.

    774,502  
    16,920  

Leggett & Platt, Inc.

    792,702  
    30,003  

Newell Brands, Inc.

    686,769  
    3,735  

Whirlpool Corporation

    787,450  
              3,874,234  
       

Consumer Staples — 8.8%

       
    17,266  

Altria Group, Inc.

    761,603  
    6,283  

J.M. Smucker Company

    771,929  
    20,907  

Kraft Heinz Company

    750,352  
    11,496  

Tyson Foods, Inc. - Class A

    919,335  
    17,623  

Walgreens Boots Alliance, Inc.

    828,634  
              4,031,853  
       

Energy — 10.6%

       
    40,572  

Baker Hughes Company

    1,017,546  
    51,961  

Coterra Energy, Inc.

    1,107,808  
    47,216  

Kinder Morgan, Inc.

    790,868  
    15,349  

Marathon Petroleum Corporation

    1,011,960  
    32,602  

Williams Companies, Inc.

    915,790  
              4,843,972  
       

Financials — 10.0%

       
    12,290  

Citigroup, Inc.

    849,976  
    14,227  

MetLife, Inc.

    893,455  
    53,733  

People’s United Financial, Inc.

    920,984  
    13,185  

Principal Financial Group, Inc.

    884,582  

 

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

 

14

 

 

AAM S&P 500 High Dividend Value ETF

 

Schedule of Investments
October 31, 2021 (Continued)

 

 

 

Shares

 

Security Description

 

Value

 
       

COMMON STOCKS — 99.4% (Continued)

       

Financials — 10.0% (Continued)

    42,929  

Regions Financial Corporation

  $ 1,016,559  
              4,565,556  
       

Health Care — 8.2%

       
    6,939  

AbbVie, Inc.

    795,695  
    11,999  

Bristol-Myers Squibb Company

    700,742  
    13,851  

Cardinal Health, Inc.

    662,216  
    11,881  

Gilead Sciences, Inc.

    770,839  
    58,905  

Viatris, Inc.

    786,382  
              3,715,874  
       

Industrials — 8.5%

       
    4,090  

3M Company

    730,801  
    4,275  

General Dynamics Corporation

    866,756  
    4,025  

Huntington Ingalls Industries, Inc.

    815,988  
    2,152  

Lockheed Martin Corporation

    715,153  
    3,652  

Snap-on, Inc.

    742,196  
              3,870,894  
       

Information Technology — 8.8%

       
    1,697  

Broadcom, Inc.

    902,244  
    58,151  

Hewlett Packard Enterprise Company

    851,912  
    29,087  

HP, Inc.

    882,209  
    5,802  

International Business Machines Corporation

    725,830  
    35,313  

Western Union Company

    643,403  
              4,005,598  
       

Materials — 9.0%

       
    72,562  

Amcor plc

    875,823  
    17,332  

CF Industries Holdings, Inc.

    984,458  
    13,642  

Dow, Inc.

    763,543  
    14,120  

International Paper Company

    701,340  
    13,643  

Newmont Corporation

    736,722  
    1,283  

Sylvamo Corporation (a)

    36,119  
              4,098,005  
       

Real Estate — 9.5%

       
    7,137  

Boston Properties, Inc.

    811,049  

 

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

 

15

 

 

AAM S&P 500 High Dividend Value ETF

 

Schedule of Investments
October 31, 2021 (Continued)

 

 

 

Shares

 

Security Description

 

Value

 
       

COMMON STOCKS — 99.4% (Continued)

       

Real Estate — 9.5% (Continued)

    39,411  

Kimco Realty Corporation

  $ 890,689  
    12,606  

Regency Centers Corporation

    887,588  
    6,604  

Simon Property Group, Inc.

    968,014  
    18,628  

Vornado Realty Trust

    794,112  
              4,351,452  
       

Utilities — 9.0%

       
    34,307  

AES Corporation

    862,135  
    7,047  

DTE Energy Company

    798,777  
    7,849  

Duke Energy Corporation

    800,677  
    20,000  

NRG Energy, Inc.

    797,800  
    13,395  

Public Service Enterprise Group, Inc.

    854,601  
              4,113,990  
       

TOTAL COMMON STOCKS (Cost $41,916,474)

    45,323,602  
                 
                 
       

SHORT-TERM INVESTMENTS — 0.7%

       
    306,525  

Invesco Government & Agency Portfolio - Institutional Class — 0.03% (b)

    306,525  
       

TOTAL SHORT-TERM INVESTMENTS (Cost $306,525)

    306,525  
       

TOTAL INVESTMENTS (Cost $42,222,999) — 100.1%

    45,630,127  
       

Liabilities in Excess of Other Assets — (0.1)%

    (29,768 )
       

NET ASSETS — 100.0%

  $ 45,600,359  

 

Percentages are stated as a percent of net assets.

(a)

Non-income producing security.

(b)

Rate shown is the annualized seven-day yield as of October 31, 2021.

 

The Global Industry Classifications Standard (GICS®) was developed by and/or is exclusive property of MSCI, Inc.(“MSCI”) and Standard & Poor’s Financial Services LLC (“S&P”). GICS® is a service mark of MSCI, Inc.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.

 

16

 

 

AAM S&P Emerging Markets High Dividend Value ETF

 

Schedule of Investments
October 31, 2021

 

 

 

Shares

 

Security Description

 

Value

 
       

COMMON STOCKS — 96.3%

       
       

Brazil — 8.8%

       
    28,512  

CPFL Energia SA

  $ 132,924  
    24,877  

JBS SA

    172,864  
    27,892  

Petroleo Brasileiro SA

    137,357  
    18,631  

Telefonica Brasil SA

    150,416  
    6,677  

Vale SA

    85,047  
              678,608  
       

China — 17.7%

       
    413,000  

Bank of China, Ltd. - H Shares

    146,001  
    779,000  

BBMG Corporation - H Shares

    131,184  
    817,000  

China Cinda Asset Management Company, Ltd. - H Shares

    136,533  
    310,000  

China CITIC Bank Corporation, Ltd. - H Shares

    136,289  
    410,000  

China Everbright Bank Company, Ltd. - H Shares

    144,414  
    154,000  

China Evergrande Group

    45,929  
    120,000  

China National Building Material Company, Ltd. - H Shares

    150,867  
    373,000  

Chongqing Rural Commercial Bank Company, Ltd. - H Shares

    134,258  
    214,000  

CIFI Holdings Group Company, Ltd.

    118,842  
    140,000  

CITIC, Ltd.

    140,377  
    137,600  

Guangzhou R&F Properties Company, Ltd. - H Shares

    86,320  
              1,371,014  
       

Hong Kong — 3.4%

       
    456,000  

China Jinmao Holdings Group, Ltd.

    133,651  
    143,400  

Yuexiu Property Company, Ltd.

    126,458  
              260,109  
       

India — 6.7%

       
    9,866  

Hindustan Aeronautics, Ltd.

    172,151  
    102,759  

Indian Oil Corporation, Ltd.

    175,585  
    417,942  

NHPC, Ltd.

    171,349  
              519,085  
       

Indonesia — 4.4%

       
    1,626,000  

Adaro Energy Tbk PT

    192,813  
    321,900  

Indofood Sukses Makmur Tbk PT

    144,279  
              337,092  

 

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

 

17

 

 

AAM S&P Emerging Markets High Dividend Value ETF

 

Schedule of Investments
October 31, 2021 (Continued)

 

 

 

Shares

 

Security Description

 

Value

 
       

COMMON STOCKS — 96.3% (Continued)

       

Malaysia — 6.0%

       
    78,800  

Hartalega Holdings Bhd

  $ 111,511  
    173,900  

Kossan Rubber Industries Bhd

    99,108  
    283,800  

Sime Darby Bhd

    155,573  
    146,700  

Top Glove Corporation Bhd

    96,359  
              462,551  
       

Poland — 2.2%

       
    7,083  

Asseco Poland SA

    174,559  
                 
       

Republic of Korea — 5.4%

       
    3,852  

GS Holdings Corporation

    139,273  
    2,032  

KT&G Corporation

    141,025  
    1,497  

Lotte Shopping Company, Ltd.

    134,513  
              414,811  
       

Russian Federation — 6.2%

       
    2,412,200  

Inter RAO UES PJSC

    163,320  
    17,379  

Mobile TeleSystems PJSC - ADR

    159,713  
    4,626  

X5 Retail Group NV - GDR

    157,469  
              480,502  
       

Singapore — 1.2%

       
    150,300  

Riverstone Holdings, Ltd.

    95,853  
                 
       

South Africa — 1.8%

       
    12,381  

Exxaro Resources, Ltd.

    136,232  
                 
       

Taiwan, Province of China — 10.7%

       
    149,000  

Acer, Inc.

    139,310  
    51,000  

Chicony Electronics Company, Ltd.

    145,617  
    104,000  

CTCI Corporation

    136,318  
    122,000  

Formosa Taffeta Company, Ltd.

    131,615  
    34,000  

General Interface Solution Holding, Ltd.

    118,719  
    70,000  

Lite-On Technology Corporation

    154,305  
              825,884  

 

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

 

18

 

 

AAM S&P Emerging Markets High Dividend Value ETF

 

Schedule of Investments
October 31, 2021 (Continued)

 

 

 

Shares

 

Security Description

 

Value

 
       

COMMON STOCKS — 96.3% (Continued)

       

Thailand — 5.6%

       
    28,900  

Siam City Cement pcl - NVDR

  $ 147,625  
    124,400  

Sri Trang Gloves Thailand pcl - NVDR

    114,343  
    148,000  

Total Access Communication pcl - NVDR

    170,602  
              432,570  
       

Turkey — 14.3%

       
    57,487  

Anadolu Efes Biracilik Ve Malt Sanayii AS

    132,729  
    38,302  

Arcelik AS

    134,164  
    7,376  

Ford Otomotiv Sanayi AS

    142,378  
    63,519  

KOC Holding AS

    155,773  
    41,333  

Tofas Turk Otomobil Fabrikasi AS

    252,766  
    198,610  

Turk Telekomunikasyon AS

    155,539  
    82,179  

Turkcell Iletisim Hizmetleri AS

    130,681  
              1,104,030  
       

United Kingdom — 1.9%

       
    17,210  

Evraz plc

    146,639  
       

TOTAL COMMON STOCKS (Cost $7,699,358)

    7,439,539  
                 
       

PREFERRED STOCKS — 3.3%

       
       

Brazil — 3.3%

       
    18,092  

Centrais Eletricas Brasileiras SA

    108,610  
    62,892  

Cia Energetica de Minas Gerais

    142,810  
              251,420  
       

TOTAL PREFERRED STOCKS (Cost $286,168)

    251,420  
                 

 

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

 

19

 

 

AAM S&P Emerging Markets High Dividend Value ETF

 

Schedule of Investments
October 31, 2021 (Continued)

 

 

 

Shares

 

Security Description

 

Value

 
       

SHORT-TERM INVESTMENTS- 0.8%

       
    64,593  

Invesco Government & Agency Portfolio - Institutional Class — 0.03% (a)

  $ 64,593  
       

TOTAL SHORT-TERM INVESTMENTS (Cost $64,593)

    64,593  
       

TOTAL INVESTMENTS (Cost $8,050,119) — 100.4%

    7,755,552  
       

Liabilities in Excess of Other Assets — (0.4)%

    (30,721 )
       

NET ASSETS — 100.0%

  $ 7,724,831  

 

Percentages are stated as a percent of net assets.

ADR

American Depositary Receipt

GDR

Global Depositary Receipt

NVDR

Non-Voting Depositary Receipt

(a) Rate shown is the annualized seven-day yield as of October 31, 2021.

 

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

 

20

 

 

AAM S&P Developed Markets High Dividend Value ETF

 

Schedule of Investments
October 31, 2021

 

 

 

Shares

 

Security Description

 

Value

 
       

COMMON STOCKS — 99.3%

       
       

Australia — 14.3%

       
    7,552  

AGL Energy, Ltd.

  $ 32,446  
    3,753  

Computershare, Ltd.

    52,882  
    2,389  

Fortescue Metals Group, Ltd.

    24,996  
    10,775  

Harvey Norman Holdings, Ltd.

    40,142  
    13,320  

Origin Energy, Ltd.

    50,523  
    13,776  

Stockland

    47,079  
    39,830  

Vicinity Centres

    51,606  
    5,363  

Worley, Ltd.

    43,585  
              343,259  
       

Austria — 2.1%

       
    824  

OMV AG

    49,967  
                 
       

Canada — 5.8%

       
    11,294  

B2Gold Corporation

    46,559  
    1,419  

Pembina Pipeline Corporation

    46,902  
    2,489  

RioCan Real Estate Investment Trust

    44,758  
              138,219  
       

France — 6.1%

       
    1,733  

AXA SA

    50,459  
    1,165  

Bouygues SA

    47,187  
    3,233  

Credit Agricole SA

    48,787  
              146,433  
       

Germany — 4.7%

       
    544  

Fresenius Medical Care AG & Company KGaA

    36,174  
    836  

Fresenius SE & Company KGaA

    37,987  
    507  

HeidelbergCement AG

    38,219  
              112,380  
       

Hong Kong — 5.0%

       
    6,500  

CK Asset Holdings, Ltd.

    40,149  
    6,000  

CK Hutchison Holdings, Ltd.

    40,378  
    3,000  

Sun Hung Kai Properties, Ltd.

    39,915  
              120,442  

 

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

 

21

 

 

AAM S&P Developed Markets High Dividend Value ETF

 

Schedule of Investments
October 31, 2021 (Continued)

 

 

 

Shares

 

Security Description

 

Value

 
       

COMMON STOCKS — 99.3% (Continued)

       

Italy — 3.4%

       
    21,411  

A2A SpA

  $ 45,046  
    94,533  

Telecom Italia SpA

    35,937  
              80,983  
       

Japan — 23.4%

       
    2,200  

Brother Industries, Ltd.

    42,408  
    1,900  

Canon, Inc.

    42,624  
    3,700  

Chubu Electric Power Company, Inc.

    38,257  
    10,800  

ENEOS Holdings, Inc.

    43,532  
    6,500  

Inpex Corporation

    54,269  
    2,300  

Japan Tobacco, Inc.

    45,092  
    900  

Lawson, Inc.

    43,491  
    2,600  

Seiko Epson Corporation

    46,197  
    3,300  

SoftBank Corporation

    44,989  
    3,300  

Sumitomo Corporation

    46,798  
    3,400  

Sumitomo Rubber Industries, Ltd.

    41,775  
    1,300  

Takeda Pharmaceutical Company, Ltd.

    36,517  
    9,500  

Yamada Holdings Company, Ltd.

    36,242  
              562,191  
       

Luxembourg — 2.1%

       
    5,496  

SES SA - FDR

    49,406  
                 
       

Netherlands — 4.0%

       
    1,460  

Koninklijke Ahold Delhaize NV

    47,528  
    913  

NN Group NV

    48,940  
              96,468  
       

Norway — 1.8%

       
    839  

Yara International ASA

    43,719  
                 
       

Singapore — 3.9%

       
    2,900  

Jardine Cycle & Carriage, Ltd.

    48,387  
    3,200  

Venture Corporation, Ltd.

    44,636  
              93,023  

 

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

 

22

 

 

AAM S&P Developed Markets High Dividend Value ETF

 

Schedule of Investments
October 31, 2021 (Continued)

 

 

 

Shares

 

Security Description

 

Value

 
       

COMMON STOCKS — 99.3% (Continued)

       

Spain — 5.3%

       
    2,920  

Grifols SA - ADR

  $ 38,281  
    1,674  

Naturgy Energy Group SA

    44,033  
    10,037  

Telefonica SA

    43,726  
              126,040  
       

Sweden — 5.2%

       
    1,701  

Electrolux AB - Class B

    38,601  
    1,472  

Intrum AB

    41,682  
    2,690  

Securitas AB - Class B

    44,476  
              124,759  
       

United Kingdom — 12.2%

       
    8,383  

Aviva plc

    45,355  
    1,166  

British American Tobacco plc

    40,700  
    2,280  

GlaxoSmithKline plc

    47,148  
    2,058  

Imperial Brands plc

    43,500  
    4,700  

Phoenix Group Holdings plc

    42,302  
    544  

Rio Tinto plc

    34,007  
    27,173  

Vodafone Group plc

    40,242  
              293,254  
       

TOTAL COMMON STOCKS (Cost $2,329,438)

    2,380,543  
                 
       

SHORT-TERM INVESTMENTS — 0.7%

       
    17,562  

Invesco Government & Agency Portfolio- Institutional Class — 0.03% (a)

    17,562  
       

TOTAL SHORT-TERM INVESTMENTS (Cost $17,562)

    17,562  
       

TOTAL INVESTMENTS (Cost $2,347,000) — 100.0%

    2,398,105  
       

Other Assets in Excess of Liabilities — 0.0% (b)

    1,018  
       

NET ASSETS — 100.0%

  $ 2,399,123  

 

Percentages are stated as a percent of net assets.

ADR

American Depositary Receipt

FDR

Fiduciary Depositary Receipt

(a)

Rate shown is the annualized seven-day yield as of October 31, 2021.

(b)

Represents less than 0.05% of net assets.

 

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

 

23

 

 

AAM Low Duration Preferred and Income Securities ETF

 

Schedule of Investments
October 31, 2021

 

 

 

Shares

 

Security Description

 

Value

 
       

PREFERRED STOCKS — 99.4%

       
       

Communication Services — 3.8%

       
       

Qwest Corporation

       
    55,950  

6.750%, 06/15/2057

  $ 1,472,044  
    82,879  

6.500%, 09/01/2056

    2,127,504  
              3,599,548  
       

Consumer Discretionary — 0.8%

       
       

TravelCenters of America, Inc.

       
    9,325  

8.250%, 01/15/2028

    243,476  
    10,175  

8.000%, 12/15/2029

    272,283  
    8,475  

8.000%, 10/15/2030

    223,740  
              739,499  
       

Energy — 7.0%

       
       

Altera Infrastructure LP

       
    12,730  

Series A, 7.250%, Perpetual

    76,889  
    10,604  

Series B, 8.500%, Perpetual

    64,048  
    10,180  

Series E, 8.875%, Perpetual (a)

    61,080  
       

DCP Midstream LP

       
    13,685  

Series B, 7.875%, Perpetual (a)

    345,273  
    9,343  

Series C, 7.950%, Perpetual (a)

    235,350  
       

Energy Transfer LP

       
    38,168  

Series C, 7.375%, Perpetual (a)

    963,360  
    37,728  

Series D, 7.625%, Perpetual (a)

    944,709  
    67,838  

Series E, 7.600%, Perpetual (a)

    1,731,226  
       

NGL Energy Partners LP

       
    26,676  

Series B, 9.000%, Perpetual (a)

    371,330  
       

NuStar Energy LP

       
    19,212  

Series A, 8.500%, Perpetual (a)

    470,886  
    32,636  

Series B, 7.625%, Perpetual (a)

    739,206  
    14,624  

Series C, 9.000%, Perpetual (a)

    380,370  
       

Teekay LNG Partners LP

       
    10,607  

9.000%, Perpetual

    269,418  
              6,653,145  
       

Financials — 59.1% (b)

       
       

ACRES Commercial Realty Corporation

       
    10,181  

8.625%, Perpetual (a)

    264,401  

 

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

 

24

 

 

AAM Low Duration Preferred and Income Securities ETF

 

Schedule of Investments
October 31, 2021 (Continued)

 

 

 

Shares

 

Security Description

 

Value

 
       

PREFERRED STOCKS — 99.4% (Continued)

       

Financials — 59.1% (b) (Continued)

       

AG Mortgage Investment Trust, Inc.

       
    8,836  

Series B, 8.000%, Perpetual

  $ 225,318  
       

AGNC Investment Corporation

       
    27,551  

Series C, 7.000%, Perpetual (a)

    699,244  
    19,945  

Series D, 6.875%, Perpetual (a)

    511,190  
    34,136  

Series E, 6.500%, Perpetual (a)

    885,147  
    48,747  

Series F, 6.125%, Perpetual (a)

    1,234,762  
       

Annaly Capital Management, Inc.

       
    61,040  

Series F, 6.950%, Perpetual (a)

    1,547,364  
    36,034  

Series G, 6.500%, Perpetual (a)

    916,705  
    37,528  

Series I, 6.750%, Perpetual (a)

    986,611  
       

Apollo Global Management, Inc.

       
    23,322  

Series A, 6.375%, Perpetual

    607,538  
       

Arbor Realty Trust, Inc.

       
    14,850  

Series F, 6.250%, Perpetual (a)

    374,368  
       

Arch Capital Group, Ltd.

       
    27,991  

Series F, 5.450%, Perpetual

    728,606  
       

Argo Group US, Inc.

       
    12,208  

6.500%, 09/15/2042

    317,896  
       

Axis Capital Holdings, Ltd.

       
    46,635  

Series E, 5.500%, Perpetual

    1,176,135  
       

B. Riley Financial, Inc.

       
    9,372  

6.750%, 05/31/2024

    242,641  
    11,111  

6.375%, 02/28/2025

    290,997  
    19,523  

6.000%, 01/31/2028

    509,550  
       

Bank of America Corporation

       
    22,971  

Series 2, 0.779%, Perpetual (a)

    548,548  
    16,166  

Series 4, 0.879%, Perpetual (a)

    413,203  
    32,391  

Series 5, 4.000%, Perpetual (a)

    824,999  
    24,370  

Series E, 4.000%, Perpetual (a)

    615,586  
    80,625  

Series K, 6.450%, 12/15/2066 (a)

    2,142,206  
       

Brightsphere Investment Group, Inc.

       
    10,607  

5.125%, 08/01/2031

    266,872  

 

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

 

25

 

 

AAM Low Duration Preferred and Income Securities ETF

 

Schedule of Investments
October 31, 2021 (Continued)

 

 

 

Shares

 

Security Description

 

Value

 
       

PREFERRED STOCKS — 99.4% (Continued)

       

Financials — 59.1% (b) (Continued)

       

Capital One Financial Corporation

       
    50,864  

Series G, 5.200%, Perpetual

  $ 1,287,876  
    42,396  

Series H, 6.000%, Perpetual

    1,076,011  
       

Charles Schwab Corporation

       
    63,587  

Series D, 5.950%, Perpetual

    1,633,550  
       

Chimera Investment Corporation

       
    27,553  

Series B, 8.000%, Perpetual (a)

    710,592  
    22,064  

Series C, 7.750%, Perpetual (a)

    566,383  
    16,956  

Series D, 8.000%, Perpetual (a)

    435,091  
       

Compass Diversified Holdings

       
    8,492  

Series A, 7.250%, Perpetual

    218,075  
       

Dynex Capital, Inc.

       
    9,458  

Series C, 6.900%, Perpetual (a)

    244,773  
       

Ellington Financial, Inc.

       
    9,750  

6.750%, Perpetual (a)

    258,277  
       

First Republic Bank

       
    16,976  

Series H, 5.125%, Perpetual

    441,206  
       

Franklin BSP Realty Trust, Inc.

       
    21,903  

Series E, 7.500%, Perpetual

    550,422  
       

Gladstone Investment Corporation

       
    10,859  

5.000%, 05/01/2026

    283,963  
    11,404  

4.875%, 11/01/2028

    299,355  
       

Global Indemnity Group, LLC.

       
    11,025  

7.875%, 04/15/2047

    284,445  
       

Goldman Sachs Group, Inc.

       
    58,740  

Series A, 3.750%, Perpetual (a)

    1,482,598  
    15,674  

Series C, 4.000%, Perpetual (a)

    395,141  
    105,725  

Series D, 4.000%, Perpetual (a)

    2,669,556  
       

Hartford Financial Services Group, Inc.

       
    50,875  

7.875%, 04/15/2042 (a)

    1,325,802  
       

Invesco Mortgage Capital, Inc.

       
    13,162  

Series B, 7.750%, Perpetual (a)

    334,973  
    24,387  

Series C, 7.500%, Perpetual (a)

    624,795  
       

Merchants Bancorp

       
    10,599  

Series B, 6.000%, Perpetual (a)

    278,542  

 

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

 

26

 

 

AAM Low Duration Preferred and Income Securities ETF

 

Schedule of Investments
October 31, 2021 (Continued)

 

 

 

Shares

 

Security Description

 

Value

 
       

PREFERRED STOCKS — 99.4% (Continued)

       

Financials — 59.1% (b) (Continued)

       

MetLife, Inc.

       
    50,882  

Series A, 4.000%, Perpetual (a)

  $ 1,292,403  
       

MFA Financial, Inc.

       
    16,955  

Series B, 7.500%, Perpetual

    430,318  
    23,330  

Series C, 6.500%, Perpetual (a)

    562,486  
       

Morgan Stanley

       
    93,267  

Series A, 4.000%, Perpetual

    2,354,059  
       

Navient Corporation

       
    25,454  

6.000%, 12/15/2043

    650,859  
       

Newtek Business Services Corporation

       
    8,478  

5.500%, 02/01/2026

    217,630  
       

New Residential Investment Corporation

       
    13,166  

Series A, 7.500%, Perpetual (a)

    337,708  
    23,959  

Series B, 7.125%, Perpetual (a)

    601,371  
    34,134  

Series C, 6.375%, Perpetual (a)

    801,808  
    39,430  

Series D, 7.000%, Perpetual (a)

    995,607  
       

New York Mortgage Trust, Inc.

       
    12,995  

Series D, 8.000%, Perpetual (a)

    339,819  
    15,708  

Series E, 7.875%, Perpetual (a)

    406,523  
    10,613  

Series F, 6.875%, Perpetual (a)

    264,476  
       

PennyMac Mortgage Investment Trust

       
    16,539  

Series B, 8.000%, Perpetual (a)

    437,622  
       

PNC Financial Services Group, Inc.

       
    127,157  

Series P, 6.125%, Perpetual (a)

    3,270,478  
       

Popular Capital Trust II

       
    11,025  

6.125%, 12/01/2034

    286,099  
       

Prudential plc

       
    21,208  

6.750%, Perpetual (c)

    541,864  
    25,451  

6.500%, Perpetual (c)

    651,037  
       

Ready Capital Corporation

       
    8,689  

6.200%, 07/30/2026

    224,611  
    17,066  

5.750%, 02/15/2026

    435,524  
       

SLM Corporation

       
    8,457  

Series B, 1.816%, Perpetual (a)

    522,220  

 

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

 

27

 

 

AAM Low Duration Preferred and Income Securities ETF

 

Schedule of Investments
October 31, 2021 (Continued)

 

 

 

Shares

 

Security Description

 

Value

 
       

PREFERRED STOCKS — 99.4% (Continued)

       

Financials — 59.1% (b) (Continued)

       

Sterling Bancorp

       
    11,454  

Series A, 6.500%, Perpetual

  $ 300,553  
       

Truist Financial Corporation

       
    14,625  

Series I, 4.000%, Perpetual (a)

    378,349  
       

Two Harbors Investment Corporation

       
    24,389  

Series B, 7.625%, Perpetual (a)

    628,748  
    25,013  

Series C, 7.250%, Perpetual (a)

    630,328  
       

US Bancorp

       
    67,998  

Series B, 3.500%, Perpetual (a)

    1,679,550  
    74,778  

Series F, 6.500%, Perpetual (a)

    1,897,866  
    990  

Series A, 3.500%, Perpetual (a)

    955,350  
       

Valley National Bancorp

       
    8,475  

Series B, 5.500%, Perpetual (a)

    219,333  
       

Webster Financial Corporation

       
    12,725  

Series F, 5.250%, Perpetual

    332,759  
       

Wells Fargo & Company

       
    58,511  

Series Y, 5.625%, Perpetual

    1,517,190  
       

Western Alliance Bancorp

       
    14,855  

6.250%, 07/01/2056

    374,495  
              56,270,356  
       

Industrials — 2.7%

       
       

Atlas Corporation

       
    19,136  

Series H, 7.875%, Perpetual

    485,672  
       

Babcock & Wilcox Enterprises, Inc.

       
    13,564  

8.125%, 02/28/2026

    357,004  
       

Charah Solutions, Inc.

       
    11,460  

8.500%, 08/31/2026

    281,457  
       

Fortress Transportation & Infrastructure Investors, LLC.

       
    10,477  

Series B, 8.000%, Perpetual (a)

    278,164  
       

Pitney Bowes, Inc.

       
    36,049  

6.700%, 03/07/2043

    909,877  
       

Steel Partners Holdings LP

       
    13,432  

Series A, 6.000%, 02/07/2026

    318,876  
              2,631,050  

 

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

 

28

 

 

AAM Low Duration Preferred and Income Securities ETF

 

Schedule of Investments
October 31, 2021 (Continued)

 

 

 

Shares

 

Security Description

 

Value

 
       

PREFERRED STOCKS — 99.4% (Continued)

       

Information Technology — 0.3%

       
       

Synchronoss Technologies, Inc.

       
    10,609  

8.375%, 06/30/2026

  $ 256,526  
                 
       

Mining, Quarrying, and Oil and Gas Extraction — 0.9%

       
       

NuStar Logistics LP

       
    34,125  

6.863%, 01/15/2043 (a)

    860,974  
                 
       

Real Estate — 14.8%

       
       

American Homes 4 Rent

       
    13,162  

Series F, 5.875%, Perpetual

    341,027  
    9,764  

Series G, 5.875%, Perpetual

    255,817  
       

Cedar Realty Trust, Inc.

       
    10,613  

Series C, 6.500%, Perpetual

    273,285  
       

City Office REIT, Inc.

       
    9,491  

Series A, 6.625%, Perpetual

    240,407  
       

Digital Realty Trust, Inc.

       
    16,955  

Series J, 5.250%, Perpetual

    441,847  
       

DigitalBridge Group, Inc.

       
    24,392  

Series H, 7.125%, Perpetual

    621,264  
    29,251  

Series I, 7.150%, Perpetual

    760,526  
    26,726  

Series J, 7.125%, Perpetual

    702,092  
       

Diversified Healthcare Trust

       
    21,208  

6.250%, 02/01/2046

    534,017  
       

EPR Properties

       
    12,724  

Series G, 5.750%, Perpetual

    332,096  
       

Federal Realty Investment Trust

       
    12,731  

Series C, 5.000%, Perpetual

    332,152  
       

Gladstone Land Corporation

       
    12,627  

Series B, 6.000%, Perpetual

    329,565  
       

Global Net Lease, Inc.

       
    14,425  

Series A, 7.250%, Perpetual

    381,974  
       

iStar, Inc.

       
    10,602  

Series I, 7.500%, Perpetual

    274,592  

 

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

 

29

 

 

AAM Low Duration Preferred and Income Securities ETF

 

Schedule of Investments
October 31, 2021 (Continued)

 

 

 

Shares

 

Security Description

 

Value

 
       

PREFERRED STOCKS — 99.4% (Continued)

       

Real Estate — 14.8% (Continued)

       

Kimco Realty Corporation

       
    19,081  

Series L, 5.125%, Perpetual

  $ 496,679  
    22,425  

Series M, 5.250%, Perpetual

    598,523  
       

Monmouth Real Estate Investment Corporation

       
    46,611  

Series C, 6.125%, Perpetual

    1,189,047  
       

National Storage Affiliates Trust

       
    18,525  

Series A, 6.000%, Perpetual

    490,727  
       

Pebblebrook Hotel Trust

       
    9,343  

Series E, 6.375%, Perpetual

    234,977  
    12,737  

Series F, 6.300%, Perpetual

    321,227  
       

PS Business Parks, Inc.

       
    14,803  

Series W, 5.200%, Perpetual

    371,851  
    16,960  

Series Y, 5.200%, Perpetual

    446,557  
       

Public Storage

       
    29,681  

Series E, 4.900%, Perpetual

    752,117  
    23,752  

Series F, 5.150%, Perpetual

    614,939  
       

SITE Centers Corporation

       
    14,858  

Series A, 6.375%, Perpetual

    390,468  
       

SL Green Realty Corporation

       
    19,500  

Series I, 6.500%, Perpetual

    508,365  
       

Spirit Realty Capital, Inc.

       
    14,633  

Series A, 6.000%, Perpetual

    381,775  
       

UMH Properties, Inc.

       
    20,972  

Series C, 6.750%, Perpetual

    551,354  
       

Urstadt Biddle Properties, Inc.

       
    9,768  

Series H, 6.250%, Perpetual

    257,387  
       

Vornado Realty Trust

       
    25,450  

Series L, 5.400%, Perpetual

    662,718  
              14,089,372  
       

Utilities — 10.0%

       
       

Alabama Power Company

       
    21,208  

Series A, 5.000%, Perpetual

    552,468  

 

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

 

30

 

 

AAM Low Duration Preferred and Income Securities ETF

 

Schedule of Investments
October 31, 2021 (Continued)

 

 

 

Shares

 

Security Description

 

Value

 
       

PREFERRED STOCKS — 99.4% (Continued)

       

Utilities — 10.0% (Continued)

       

DTE Energy Company

       
    33,927  

Series E, 5.250%, 12/01/2077

  $ 887,870  
    23,748  

Series F, 6.000%, 12/15/2076

    605,811  
       

Entergy Arkansas, LLC.

       
    34,765  

4.875%, 09/01/2066

    877,121  
       

Entergy Louisiana, LLC.

       
    22,903  

4.875%, 09/01/2066

    578,301  
       

Entergy Mississippi, LLC.

       
    22,046  

4.900%, 10/01/2066

    564,157  
       

Entergy New Orleans, LLC.

       
    9,331  

5.500%, 04/01/2066

    240,273  
       

Interstate Power & Light Company

       
    16,978  

Series D, 5.100%, Perpetual

    442,107  
       

NextEra Energy Capital Holdings, Inc.

       
    48,340  

Series K, 5.250%, 06/01/2076

    1,228,803  
       

SCE Trust II

       
    18,669  

5.100%, Perpetual

    469,525  
       

SCE Trust III

       
    23,336  

Series H, 5.750%, Perpetual (a)

    601,369  
       

SCE Trust IV

       
    27,573  

Series J, 5.375%, Perpetual (a)

    690,979  
       

SCE Trust V

       
    25,454  

Series K, 5.450%, Perpetual (a)

    658,750  
       

Tennessee Valley Authority

       
    19,675  

Series A, 2.216%, 05/01/2029 (a)

    527,880  
    23,250  

Series D, 2.134%, 06/01/2028 (a)

    629,842  
              9,555,256  
       

TOTAL PREFERRED STOCKS (Cost $94,332,976)

    94,655,726  
                 

 

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

 

31

 

 

AAM Low Duration Preferred and Income Securities ETF

 

Schedule of Investments
October 31, 2021 (Continued)

 

 

 

Shares

 

Security Description

 

Value

 
       

SHORT-TERM INVESTMENTS — 5.5%

       
    5,225,432  

Invesco Government & Agency Portfolio - Class X, - 0.03% (d)

  $ 5,225,432  
       

TOTAL SHORT-TERM INVESTMENTS (Cost $5,225,432)

    5,225,432  
       

TOTAL INVESTMENTS (Cost $99,558,408) — 104.9%

    99,881,158  
       

Liabilities in Excess of Other Assets — (4.9)%

    (4,648,728 )
       

NET ASSETS — 100.0%

  $ 95,232,430  

 

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 October 31, 2021.

(b)

To the extent that the Fund invests more heavily in particular sectors of the economy, its performance
will be especially sensitive to developments that significantly affect those sectors. See Note 7 in Notes to Financial Statements.

(c)

Convertible security.

(d)

Rate shown is the annualized seven-day yield as of October 31, 2021.

 

The Global Industry Classifications Standard (GICS®) was developed by and/or is exclusive property of MSCI, Inc. (“MSCI”) and Standard & Poor’s Financial Services LLC (“S&P”). GICS® is a service mark of MSCI, Inc. 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.

 

32

 

 

AAM Bahl & Gaynor Small/Mid Cap Income Growth ETF

 

Schedule of Investments
October 31, 2021

 

 

Shares   Security Description  Value 
     COMMON STOCKS — 99.7%     
     Communication Services — 1.6%     
 711   Nexstar Media Group, Inc. - Class A  $106,600 
           
     Consumer Discretionary — 15.7%     
 655   Advance Auto Parts, Inc.   147,716 
 1,407   Hasbro, Inc.   134,734 
 926   LCI Industries   129,307 
 3,922   MDC Holdings, Inc.   192,099 
 1,624   Penske Automotive Group, Inc.   172,225 
 2,916   PetMed Express, Inc.   82,902 
 3,764   Rent-A-Center, Inc.   200,471 
         1,059,454 
     Consumer Staples — 3.4%     
 497   Lancaster Colony Corporation   84,490 
 5,318   Reynolds Consumer Products, Inc.   143,480 
         227,970 
     Financials — 15.6%     
 1,318   Community Bank System, Inc.   94,461 
 2,358   Evercore, Inc. - Class A   358,039 
 4,254   First Financial Bancorp   101,160 
 3,753   First Interstate BancSystem, Inc. - Class A   156,012 
 6,358   Home BancShares, Inc.   151,066 
 2,374   Horace Mann Educators Corporation   93,013 
 6,371   Huntington Bancshares, Inc.   100,280 
         1,054,031 
     Health Care — 8.1%     
 2,130   Encompass Health Corporation   135,383 
 1,901   Patterson Companies, Inc.   59,425 
 2,157   Perrigo Company, plc.   97,388 
 1,738   Quest Diagnostics, Inc.   255,104 
         547,300 
     Industrials — 9.7%     
 1,145   Hubbell, Inc.   228,279 
 1,514   ManTech International Corporation - Class A   130,537 
 689   Snap-on, Inc.   140,025 

 

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

 

33

 

 

AAM Bahl & Gaynor Small/Mid Cap Income Growth ETF

 

Schedule of Investments
October 31, 2021 (Continued)

 

 

Shares   Security Description  Value 
     COMMON STOCKS — 99.7% (Continued)     
     Industrials — 9.7% (Continued)     
 527   Watsco, Inc.  $152,609 
         651,450 
     Information Technology — 20.8%     
 2,455   Amdocs, Ltd.   191,097 
 1,253   Broadridge Financial Solutions, Inc.   223,548 
 4,298   CSG Systems International, Inc.   215,115 
 2,539   Juniper Networks, Inc.   74,951 
 7,558   McAfee Corporation - Class A   161,514 
 2,297   NetApp, Inc.   205,122 
 2,570   Progress Software Corporation   132,124 
 2,805   Silicon Motion Technology Corporation - ADR   200,305 
         1,403,776 
     Materials — 12.4%     
 715   Avery Dennison Corporation   155,670 
 2,949   Avient Corporation   158,892 
 1,063   Celanese Corporation   171,685 
 1,132   RPM International, Inc.   98,710 
 1,035   Scotts Miracle-Gro Company   153,656 
 1,667   Sonoco Products Company   96,603 
         835,216 
     Real Estate — 8.1%     
 2,966   Agree Realty Corporation   210,764 
 468   CoreSite Realty Corporation   66,671 
 1,468   Equity LifeStyle Properties, Inc.   124,061 
 279   Innovative Industrial Properties, Inc.   73,402 
 975   Terreno Realty Corporation   71,302 
         546,200 
     Utilities — 4.3%     
 1,821   Alliant Energy Corporation   103,014 
 973   Atmos Energy Corporation   89,633 
 3,797   NiSource, Inc.   93,672 
         286,319 
     TOTAL COMMON STOCKS (Cost $6,754,023)   6,718,316 

 

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

 

34

 

 

AAM Bahl & Gaynor Small/Mid Cap Income Growth ETF

 

Schedule of Investments
October 31, 2021 (Continued)

 

 

 

Par

     

Effective
Yield

   

Maturity

   

Value

 
       

SHORT-TERM INVESTMENTS — 0.4%

               
       

U.S. Treasury Bills — 0.4%

                       
    3,000  

United States Cash Management Bill (a)

    0.02 %     1/18/2022     $ 3,000  
    1,000  

United States Treasury Bill (a)

    0.02 %     12/9/2021       1,000  
    2,000  

United States Treasury Bill (a)

    0.02 %     12/16/2021       2,000  
    2,000  

United States Treasury Bill (a)

    0.01 %     12/23/2021       2,000  
    4,000  

United States Treasury Bill (a)

    0.02 %     1/13/2022       4,000  
    6,000  

United States Treasury Bill (a)

    0.02 %     1/20/2022       5,999  
    12,000  

United States Treasury Bill (a)

    0.02 %     1/27/2022       11,998  
       

TOTAL SHORT-TERM INVESTMENTS (Cost $29,999)

                    29,997  
       

TOTAL INVESTMENTS (Cost $6,784,022) — 100.1%

                    6,748,313  
       

Liabilities in Excess of Other Assets — (0.1)%

                    (8,616 )
       

NET ASSETS — 100.0%

                  $ 6,739,697  

 

Percentages are stated as a percent of net assets.

ADR

American Depositary Receipt.

(a)

Zero coupon bond.

 

The Global Industry Classifications Standard (GICS®) was developed by and/or is exclusive property of MSCI, Inc.(“MSCI”) and Standard & Poor’s Financial Services LLC (“S&P”). GICS® is a service mark of MSCI, Inc.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.

 

35

 

 

AAM ETFs

 

Statements of Assets and Liabilities
October 31, 2021

 

 

   

AAM S&P 500
High Dividend
Value ETF

   

AAM S&P
Emerging
Markets High
Dividend
Value ETF

   

AAM S&P
Developed
Markets High
Dividend
Value ETF

 

ASSETS

                       

Investments in securities, at value*

  $ 45,630,127     $ 7,755,552     $ 2,398,105  

Foreign currency, at value*

          1,077       417  

Receivable for securities sold

                 

Receivable for capital shares sold

          551,785        

Dividends and interest receivable

    71,480       25,799       10,137  

Cash

                 

Total assets

    45,701,607       8,334,213       2,408,659  
                         

LIABILITIES

                       

Payable for investments purchased

          552,345        

Distribution payable

    90,000       40,000       8,734  

Deferred foreign capital gains tax

          13,968        

Management fees payable

    11,248       3,069       802  

Total liabilities

    101,248       609,382       9,536  

NET ASSETS

  $ 45,600,359     $ 7,724,831     $ 2,399,123  
                         

Net Assets Consist of:

                       

Paid-in capital

  $ 46,531,233     $ 8,717,074     $ 2,645,471  

Total distributable earnings (accumulated deficit)

    (930,874 )     (992,243 )     (246,348 )

Net assets

  $ 45,600,359     $ 7,724,831     $ 2,399,123  
                         

Net Asset Value:

                       

Net assets

  $ 45,600,359     $ 7,724,831     $ 2,399,123  

Shares outstanding ^

    1,525,000       350,000       100,000  

Net asset value, offering and redemption price per share

  $ 29.90     $ 22.07     $ 23.99  

* Identified Cost:

                       

Investments in Securities

  $ 42,222,999     $ 8,050,119     $ 2,347,000  

Foreign Currency

          1,076       414  

 

^

No par value, unlimited number of shares authorized.

 

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

 

36

 

 

AAM ETFs

 

Statements of Assets and Liabilities
October 31, 2021 (Continued)

 

 

   

AAM Low
Duration
Preferred
and Income
Securities ETF

   

AAM Bahl &
Gaynor
Small/Mid
Cap Income
Growth ETF

 

ASSETS

               

Investments in securities, at value*

  $ 99,881,158     $ 6,748,313  

Foreign currency, at value*

           

Receivable for securities sold

    11,177,258       7,633  

Receivable for capital shares sold

    1,258,185        

Dividends and interest receivable

    300,018       4,397  

Cash

          489  

Total assets

    112,616,619       6,760,832  
                 

LIABILITIES

               

Payable for investments purchased

    17,060,322       11,235  

Distribution payable

    290,000       7,000  

Deferred foreign capital gains tax

           

Management fees payable

    33,867       2,900  

Total liabilities

    17,384,189       21,135  

NET ASSETS

  $ 95,232,430     $ 6,739,697  
                 

Net Assets Consist of:

               

Paid-in capital

  $ 95,542,290     $ 6,809,220  

Total distributable earnings (accumulated deficit)

    (309,860 )     (69,523 )

Net assets

  $ 95,232,430     $ 6,739,697  
                 

Net Asset Value:

               

Net assets

  $ 95,232,430     $ 6,739,697  

Shares outstanding ^

    3,775,000       270,000  

Net asset value, offering and redemption price per share

  $ 25.23     $ 24.96  

* Identified Cost:

               

Investments in Securities

  $ 99,558,408     $ 6,784,022  

Foreign Currency

           

 

^

No par value, unlimited number of shares authorized.

 

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

 

37

 

 

AAM ETFs

 

Statements of Operations
For the Period Ended October 31, 2021

 

 

   

AAM S&P 500
High Dividend
Value ETF

   

AAM S&P
Emerging
Markets High
Dividend
Value ETF

   

AAM S&P
Developed
Markets High
Dividend
Value ETF

 

INCOME

                       

Dividends^

  $ 1,238,825     $ 410,189     $ 108,060  

Interest

    19       6       1  

Total investment income

    1,238,844       410,195       108,061  
                         

EXPENSES

                       

Management fees

    103,293       31,494       9,307  

Total expenses

    103,293       31,494       9,307  

Net investment income (loss)

    1,135,551       378,701       98,754  
                         

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS

                       

Net realized gain (loss) on:

                       

Investments

    3,520,139       785,051 (1)      156,922  

Foreign currency

          698       1,756  

Change in unrealized appreciation (depreciation) on:

                       

Investments

    5,461,526       75,281 (2)      385,730  

Foreign currency

          21       (178 )

Net realized and unrealized gain (loss) on investments

    8,981,665       861,051       544,230  

Net increase (decrease) in net assets resulting from operations

  $ 10,117,216     $ 1,239,752     $ 642,984  
^ Net of foreign withholding taxes   $     $ 48,976     $ 13,135  

 

(1)Net of foreign capital gains tax of $25,023.
(2)Net of change in deferred foreign capital gains tax of $13,969.

 

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

 

38

 

 

AAM ETFs

 

Statements of Operations
For the Period Ended October 31, 2021 (Continued)

 

 

   

AAM Low
Duration
Preferred
and Income
Securities ETF

   

AAM Bahl &
Gaynor
Small/Mid
Cap Income
Growth ETF*

 

INCOME

               

Dividends^

  $ 1,516,566     $ 22,533  

Interest

    354       1  

Total investment income

    1,516,920       22,534  
                 

EXPENSES

               

Management fees

    147,387       5,887  

Total expenses

    147,387       5,887  

Net investment income (loss)

    1,369,533       16,647  
                 

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS

               

Net realized gain (loss) on:

               

Investments

    26,512       (4,989 )

Foreign currency

           

Change in unrealized appreciation (depreciation) on:

               

Investments

    333,023       (35,709 )

Foreign currency

           

Net realized and unrealized gain (loss) on investments

    359,535       (40,698 )

Net increase (decrease) in net assets resulting from operations

  $ 1,729,068     $ (24,051 )
^ Net of foreign withholding taxes   $ 84     $  

 

*Fund commenced operations on August 25, 2021. The information presented is for the period from August 25, 2021 to October 31, 2021.

 

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

 

39

 

 

AAM S&P 500 High Dividend Value ETF

 

Statements of Changes in Net Assets

 

 

   

Year Ended
October 31,
2021

   

Year Ended
October 31,
2020

 

OPERATIONS

               

Net investment income (loss)

  $ 1,135,551     $ 1,155,151  

Net realized gain (loss) on investments

    3,520,139       (6,039,906 )

Change in unrealized appreciation (depreciation) on investments

    5,461,526       (2,571,259 )

Net increase (decrease) in net assets resulting from operations

    10,117,216       (7,456,014 )
                 

DISTRIBUTIONS TO SHAREHOLDERS

               

Net distributions to shareholders

    (1,144,279 )     (1,317,853 )

Total distributions to shareholders

    (1,144,279 )     (1,317,853 )
                 

CAPITAL SHARE TRANSACTIONS

               

Proceeds from shares sold

    30,128,277       14,727,138  

Payments for shares redeemed

    (17,288,578 )     (19,315,982 )

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

    12,839,699       (4,588,844 )

Net increase (decrease) in net assets

    21,812,636       (13,362,711 )
                 

NET ASSETS

               

Beginning of year

  $ 23,787,723     $ 37,150,434  

End of year

  $ 45,600,359     $ 23,787,723  

 

(a)

A summary of capital share transactions is as follows:

 

   

Shares

   

Shares

 

Shares sold

    1,000,000       600,000  

Shares redeemed

    (600,000 )     (875,000 )

Net increase (decrease)

    400,000       (275,000 )

 

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

 

40

 

 

AAM S&P Emerging Markets High Dividend Value ETF

 

Statements of Changes in Net Assets

 

 

   

Year Ended
October 31,
2021

   

Year Ended
October 31,
2020

 

OPERATIONS

               

Net investment income (loss)

  $ 378,701     $ 206,759  

Net realized gain (loss) on investments and foreign currency

    785,749       (461,263 )

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

    75,302       (95,524 )

Net increase (decrease) in net assets resulting from operations

    1,239,752       (350,028 )
                 

DISTRIBUTIONS TO SHAREHOLDERS

               

Net distributions to shareholders

    (340,332 )     (253,796 )

Total distributions to shareholders

    (340,332 )     (253,796 )
                 

CAPITAL SHARE TRANSACTIONS

               

Proceeds from shares sold

    6,079,493       3,081,008  

Transaction fees (Note 6)

    8,651        

Payments for shares redeemed

    (4,948,485 )      

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

    1,139,659       3,081,008  

Net increase (decrease) in net assets

    2,039,079       2,477,184  
                 

NET ASSETS

               

Beginning of year

  $ 5,685,752     $ 3,208,568  

End of year

  $ 7,724,831     $ 5,685,752  

 

(a)

A summary of capital share transactions is as follows:

 

   

Shares

   

Shares

 

Shares sold

    275,000       175,000  

Shares redeemed

    (250,000 )      

Net increase (decrease)

    25,000       175,000  

 

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

 

41

 

 

AAM S&P Developed Markets High Dividend Value ETF

 

Statements of Changes in Net Assets

 

 

   

Year Ended
October 31,
2021

   

Year Ended
October 31,
2020

 

OPERATIONS

               

Net investment income (loss)

  $ 98,754     $ 57,957  

Net realized gain (loss) on investments and foreign currency

    158,678       (259,967 )

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

    385,552       (321,738 )

Net increase (decrease) in net assets resulting from operations

    642,984       (523,748 )
                 

DISTRIBUTIONS TO SHAREHOLDERS

               

Net distributions to shareholders

    (102,252 )     (97,167 )

Total distributions to shareholders

    (102,252 )     (97,167 )
                 

CAPITAL SHARE TRANSACTIONS

               

Proceeds from shares sold

    570,108       1,762,595  

Payments for shares redeemed

    (560,217 )     (1,828,438 )

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

    9,891       (65,843 )

Net increase (decrease) in net assets

    550,623       (686,758 )
                 

NET ASSETS

               

Beginning of year

  $ 1,848,500     $ 2,535,258  

End of year

  $ 2,399,123     $ 1,848,500  

 

(a)

A summary of capital share transactions is as follows:

 

   

Shares

   

Shares

 

Shares sold

    25,000       75,000  

Shares redeemed

    (25,000 )     (75,000 )

Net increase (decrease)

           

 

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

 

42

 

 

AAM Low Duration Preferred and Income Securities ETF

 

Statements of Changes in Net Assets

 

 

   

Year Ended
October 31,
2021

   

Period Ended
October 31,
2020*

 

OPERATIONS

               

Net investment income (loss)

  $ 1,369,533     $ 126,877  

Net realized gain (loss) on investments

    26,512       (92,249 )

Change in unrealized appreciation (depreciation) on investments

    333,023       (10,273 )

Net increase (decrease) in net assets resulting from operations

    1,729,068       24,355  
                 

DISTRIBUTIONS TO SHAREHOLDERS

               

Net distributions to shareholders

    (1,403,869 )     (117,674 )

Total distributions to shareholders

    (1,403,869 )     (117,674 )
                 

CAPITAL SHARE TRANSACTIONS

               

Proceeds from shares sold

    114,586,072       5,562,873  

Transaction fees (Note 6)

    928       807  

Payments for shares redeemed

    (23,290,595 )     (1,859,535 )

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

    91,296,405       3,704,145  

Net increase (decrease) in net assets

    91,621,604       3,610,826  
                 

NET ASSETS

               

Beginning of year/period

  $ 3,610,826     $  

End of year/period

  $ 95,232,430     $ 3,610,826  

 

(a)

A summary of capital share transactions is as follows:

 

   

Shares

   

Shares

 

Shares sold

    4,550,000       225,000  

Shares redeemed

    (925,000 )     (75,000 )

Net increase (decrease)

    3,625,000       150,000  

 

*

Fund commenced operations on November 19, 2019. The information presented is for the period from November 19, 2019 to October 31, 2020.

 

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

 

43

 

 

AAM Bahl & Gaynor Small/Mid Cap Income Growth ETF

 

Statements of Changes in Net Assets

 

 

   

Period Ended
October 31,
2021*

 

OPERATIONS

       

Net investment income (loss)

  $ 16,647  

Net realized gain (loss) on investments

    (4,989 )

Change in unrealized appreciation (depreciation) on investments

    (35,709 )

Net increase (decrease) in net assets resulting from operations

    (24,051 )
         

DISTRIBUTIONS TO SHAREHOLDERS

       

Net distributions to shareholders

    (16,600 )

Total distributions to shareholders

    (16,600 )
         

CAPITAL SHARE TRANSACTIONS

       

Proceeds from shares sold

    7,521,220  

Payments for shares redeemed

    (740,872 )

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

    6,780,348  

Net increase (decrease) in net assets

    6,739,697  
         

NET ASSETS

       

Beginning of period

  $  

End of period

  $ 6,739,697  

 

(a)

A summary of capital share transactions is as follows:

 

   

Shares

 

Shares sold

    300,000  

Shares redeemed

    (30,000 )

Net increase (decrease)

    270,000  

 

*

Fund commenced operations on August 25, 2021. The information presented is for the period from August 25, 2021 to October 31, 2021.

 

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

 

44

 

 

AAM S&P 500 High Dividend Value ETF

 

Financial Highlights
For a capital share outstanding throughout the year/period

 

 

   

Year Ended October 31,

   

Period Ended
October 31,

 
   

2021

   

2020

   

2019

   

2018(1)

 

Net asset value, beginning of year/period

  $ 21.14     $ 26.54     $ 25.83     $ 25.00  
                                 

INCOME (LOSS) FROM INVESTMENT OPERATIONS:

                               

Net investment income (loss) (2)

    0.91       0.95       0.97       0.75  

Net realized and unrealized gain (loss) on investments (3)

    8.79       (5.28 )     0.64       0.76  

Total from investment operations

    9.70       (4.33 )     1.61       1.51  
                                 

DISTRIBUTIONS TO SHAREHOLDERS:

                               

Distributions from:

                               

Net investment income

    (0.94 )     (1.07 )     (0.90 )     (0.68 )

Total distributions to shareholders

    (0.94 )     (1.07 )     (0.90 )     (0.68 )
                                 

CAPITAL SHARE TRANSACTIONS:

                               

Transaction fees (Note 6)

                      0.00 (4) 

Net asset value, end of year/period

  $ 29.90     $ 21.14     $ 26.54     $ 25.83  
                                 

Total return

    46.23 %     -16.47 %     6.44 %     5.98 %(5)
                                 

SUPPLEMENTAL DATA:

                               

Net assets at end of year/period (000’s)

  $ 45,600     $ 23,788     $ 37,150     $ 19,370  
                                 

RATIOS TO AVERAGE NET ASSETS:

                               

Expenses to average net assets

    0.29 %     0.29 %     0.29 %     0.29 %(6)

Net investment income (loss) to average net assets

    3.19 %     4.06 %     3.78 %     3.05 %(6)

Portfolio turnover rate (7)

    69 %     84 %     42 %     38 %(5)

 

(1)

Commencement of operations on November 28, 2017.

(2)

Calculated based on average shares outstanding during the period.

(3)

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 Statement of Operations due to share transactions for the period.

(4)

Less than $0.005.

(5)

Not annualized.

(6)

Annualized

(7)

Excludes the impact of in-kind transactions.

 

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

 

45

 

 

AAM S&P Emerging Markets High Dividend Value ETF

 

Financial Highlights
For a capital share outstanding throughout the year/period

 

 

   

Year Ended October 31,

   

Period Ended
October 31,

 
   

2021

   

2020

   

2019

   

2018(1)

 

Net asset value, beginning of year/period

  $ 17.49     $ 21.39     $ 21.75     $ 25.00  
                                 

INCOME (LOSS) FROM INVESTMENT OPERATIONS:

                               

Net investment income (loss) (2)

    1.32       0.93       1.01       1.13  

Net realized and unrealized gain (loss) on investments (3)

    4.36       (3.57 )     (0.51 )     (3.55 )

Total from investment operations

    5.68       (2.64 )     0.50       (2.42 )
                                 

DISTRIBUTIONS TO SHAREHOLDERS:

                               

Distributions from:

                               

Net investment income

    (1.13 )     (1.26 )     (0.87 )     (0.93 )

Total distributions to shareholders

    (1.13 )     (1.26 )     (0.87 )     (0.93 )
                                 

CAPITAL SHARE TRANSACTIONS:

                               

Transaction fees (Note 6)

    0.03             0.01       0.10  

Net asset value, end of year/period

  $ 22.07     $ 17.49     $ 21.39     $ 21.75  
                                 

Total return

    32.74 %     -12.83 %     2.40 %     -9.65 %(4)
                                 

SUPPLEMENTAL DATA:

                               

Net assets at end of year/period (000’s)

  $ 7,725     $ 5,686     $ 3,209     $ 2,175  
                                 

RATIOS TO AVERAGE NET ASSETS:

                               

Expenses to average net assets

    0.49 %     0.49 %     0.49 %     0.49 %(5)

Net investment income (loss) to average net assets

    5.89 %     4.99 %     4.61 %     4.95 %(5)

Portfolio turnover rate (6)

    139 %     121 %     124 %     104 %(4)

 

(1)

Commencement of operations on November 28, 2017.

(2)

Calculated based on average shares outstanding during the period.

(3)

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 Statement of Operations due to share transactions for the period.

(4)

Not annualized.

(5)

Annualized.

(6)

Excludes the impact of in-kind transactions.

 

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

 

46

 

 

AAM S&P Developed Markets High Dividend Value ETF

 

Financial Highlights
For a capital share outstanding throughout the year/period

 

 

   

Year Ended October 31,

   

Period Ended
October 31,

 
   

2021

   

2020

   

2019(1)

 

Net asset value, beginning of year/period

  $ 18.49     $ 25.35     $ 24.83  
                         

INCOME (LOSS) FROM INVESTMENT OPERATIONS:

                       

Net investment income (loss) (2)

    0.99       0.64       1.07  

Net realized and unrealized gain (loss) on investments (3)

    5.53       (6.18 )     0.29  

Total from investment operations

    6.52       (5.54 )     1.36  
                         

DISTRIBUTIONS TO SHAREHOLDERS:

                       

Distributions from:

                       

Net investment income

    (1.02 )     (1.32 )     (0.84 )

Total distributions to shareholders

    (1.02 )     (1.32 )     (0.84 )
                         

CAPITAL SHARE TRANSACTIONS

                       

Transaction fees (Note 6)

                 

Net asset value, end of year/period

  $ 23.99     $ 18.49     $ 25.35  
                         

Total return

    35.49 %     -22.83 %     5.64 %(4)
                         

SUPPLEMENTAL DATA:

                       

Net assets at end of year/period (000’s)

  $ 2,399     $ 1,849     $ 2,535  
                         

RATIOS TO AVERAGE NET ASSETS:

                       

Expenses to average net assets

    0.39 %     0.39 %     0.39 %(5)

Net investment income (loss) to average net assets

    4.14 %     3.03 %     4.65 %(5)

Portfolio turnover rate (6)

    96 %     106 %     87 %(4)

 

(1)

Commencement of operations on November 27, 2018.

(2)

Calculated based on average shares outstanding during the period.

(3)

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 Statement of Operations due to share transactions for the period.

(4)

Not annualized.

(5)

Annualized.

(6)

Excludes the impact of in-kind transactions.

 

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

 

47

 

 

AAM Low Duration Preferred and Income Securities ETF

 

Financial Highlights
For a capital share outstanding throughout the year/period

 

 

   

Year Ended
October 31,
2021

   

Period Ended
October 31,
2020
(1)

 

Net asset value, beginning of year/period

  $ 24.07     $ 24.97  
                 

INCOME (LOSS) FROM INVESTMENT OPERATIONS:

               

Net investment income (loss) (2)

    1.05       1.17  

Net realized and unrealized gain (loss) on investments (3)

    1.35       (0.98 )

Total from investment operations

    2.40       0.19  
                 

DISTRIBUTIONS TO SHAREHOLDERS:

               

Distributions from:

               

Net investment income

    (1.24 )     (1.10 )

Total distributions to shareholders

    (1.24 )     (1.10 )
                 

CAPITAL SHARE TRANSACTIONS:

               

Transaction fees (Note 6)

    0.00 (4)      0.01  

Net asset value, end of year/period

  $ 25.23     $ 24.07  
                 

Total return

    10.08 %     0.98 %(5)
                 

SUPPLEMENTAL DATA:

               

Net assets at end of year/period (000’s)

  $ 95,232     $ 3,611  
                 

RATIOS TO AVERAGE NET ASSETS:

               

Expenses to average net assets

    0.45 %     0.45 %(6)

Net investment income (loss) to average net assets

    4.33 %     5.15 %(6)

Portfolio turnover rate (7)

    199 %     202 %(5)

 

(1)

Commencement of operations on November 19, 2019.

(2)

Calculated based on average shares outstanding during the period.

(3)

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 Statement of Operations due to share transactions for the period.

(4)

Less than $0.005.

(5)

Not annualized.

(6)

Annualized.

(7)

Excludes the impact of in-kind transactions.

 

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

 

48

 

 

AAM Bahl & Gaynor Small/Mid Cap Income Growth ETF

 

Financial Highlights
For a capital share outstanding throughout the period

 

 

   

Period Ended
October 31,
2021
(1)

 

Net asset value, beginning of period

  $ 25.10  
         

INCOME (LOSS) FROM INVESTMENT OPERATIONS:

       

Net investment income (loss) (2)

    0.08  

Net realized and unrealized gain (loss) on investments (3)

    (0.15 )

Total from investment operations

    (0.07 )
         

DISTRIBUTIONS TO SHAREHOLDERS:

       

Distributions from:

       

Net investment income

    (0.07 )

Total distributions to shareholders

    (0.07 )
         

Net asset value, end of period

  $ 24.96  
         

Total return

    -0.27 %(4)
         

SUPPLEMENTAL DATA:

       

Net assets at end of period (000’s)

  $ 6,740  
         

RATIOS TO AVERAGE NET ASSETS:

       

Expenses to average net assets

    0.60 %(5)

Net investment income (loss) to average net assets

    1.70 %(5)

Portfolio turnover rate (6)

    5 %(4)

 

(1)

Commencement of operations on August 25, 2021.

(2)

Calculated based on average shares outstanding during the period.

(3)

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 Statement of Operations due to share transactions for the period.

(4)

Not annualized.

(5)

Annualized.

(6)

Excludes the impact of in-kind transactions.

 

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

 

49

 

 

AAM ETFs

 

Notes to Financial Statements
October 31, 2021

 

 

NOTE 1 – ORGANIZATION

 

AAM S&P 500 High Dividend Value ETF, AAM S&P Emerging Markets High Dividend Value ETF, AAM S&P Developed Markets High Dividend Value ETF, AAM Low Duration Preferred and Income Securities ETF and AAM Bahl & Gaynor Small/Mid Cap Income Growth ETF (individually each a “Fund” or collectively the “Funds”) are each a diversified series of ETF Series Solutions (“ESS” or the “Trust”), an open-end management investment company consisting of multiple investment series, organized as a Delaware statutory trust on February 9, 2012. The Trust is registered with the 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 objective of the AAM S&P 500 High Dividend Value ETF is to track the performance, before fees and expenses, of the S&P 500 Dividend and Free Cash Flow Yield Index. The investment objective of the AAM S&P Emerging Markets High Dividend Value ETF is to track the performance, before fees and expenses, of the S&P Emerging Markets Dividend and Free Cash Flow Yield Index. The investment objective of the AAM S&P Developed Markets High Dividend Value ETF is to track the performance, before fees and expenses, of the S&P Developed Ex-US Dividend and Free Cash Flow Yield Index. The investment objective of the AAM Low Duration Preferred and Income Securities ETF is to track the total return performance, before fees and expenses, of the ICE 0-5 Year Duration Exchange-Listed Preferred and Hybrid Securities Index. The investment objective of the AAM Bahl & Gaynor Small/Mid Cap Income Growth ETF is to seek current and growing dividend income, downside protection, and long-term capital appreciation. The Funds commenced operations on the following dates:

 

AAM S&P 500 High Dividend Value ETF

November 28, 2017

AAM S&P Emerging Markets High Dividend Value ETF

November 28, 2017

AAM S&P Developed Markets High Dividend Value ETF

November 27, 2018

AAM Low Duration Preferred and Income Securities ETF

November 19, 2019

AAM Bahl & Gaynor Small/Mid Cap Income Growth ETF

August 25, 2021

 

The end of the reporting period for the Funds is October 31, 2021. The period covered by these Notes to Financial Statements is the fiscal period from November 1, 2020 to October 31, 2021 (the “current fiscal period”). The period covered by these Notes to Financial Statements for the AAM Bahl & Gaynor Small/Mid Cap Income Growth ETF is the period from August 25, 2021 to October 31, 2021 (the “current fiscal period”).

 

50

 

 

AAM ETFs

 

NOTES TO FINANCIAL STATEMENTS
October 31, 2021 (Continued)

 

 

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

 

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

 

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.

 

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 their shares to differ significantly from the NAV that would be calculated without regard to such considerations.

 

51

 

 

AAM ETFs

 

NOTES TO FINANCIAL STATEMENTS
October 31, 2021 (Continued)

 

 

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 observable 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.

 

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.

 

52

 

 

AAM ETFs

 

NOTES TO FINANCIAL STATEMENTS
October 31, 2021 (Continued)

 

 

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

 

AAM S&P 500 High Dividend Value ETF

 

Assets^

 

Level 1

   

Level 2

   

Level 3

   

Total

 

Common Stocks

  $ 45,323,602     $     $     $ 45,323,602  

Short-Term Investments

    306,525                   306,525  

Total Investments in Securities

  $ 45,630,127     $     $     $ 45,630,127  

 

^

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

 

AAM S&P Emerging Markets High Dividend Value ETF

 

Assets^

 

Level 1

   

Level 2

   

Level 3

   

Total

 

Common Stocks

  $ 7,439,539     $     $     $ 7,439,539  

Preferred Stocks

    251,420                   251,420  

Short-Term Investments

    64,593                   64,593  

Total Investments in Securities

  $ 7,755,552     $     $     $ 7,755,552  

 

^

See Schedule of Investments for breakout of investments by country.

 

AAM S&P Developed Markets High Dividend Value ETF

 

Assets^

 

Level 1

   

Level 2

   

Level 3

   

Total

 

Common Stocks

  $ 2,380,543     $     $     $ 2,380,543  

Short-Term Investments

    17,562                   17,562  

Total Investments in Securities

  $ 2,398,105     $     $     $ 2,398,105  

 

^

See Schedule of Investments for breakout of investments by country.

 

AAM Low Duration Preferred and Income Securities ETF

 

Assets^

 

Level 1

   

Level 2

   

Level 3

   

Total

 

Preferred Stocks

  $ 94,655,726     $     $     $ 94,655,726  

Short-Term Investments

    5,225,432                   5,225,432  

Total Investments in Securities

  $ 99,881,158     $     $     $ 99,881,158  

 

^

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

 

53

 

 

AAM ETFs

 

NOTES TO FINANCIAL STATEMENTS
October 31, 2021 (Continued)

 

 

AAM Bahl & Gaynor Small/Mid Cap Income Growth ETF

 

Assets^

 

Level 1

   

Level 2

   

Level 3

   

Total

 

Common Stocks

  $ 6,718,316     $     $     $ 6,718,316  

Short-Term Investments

          29,997             29,997  

Total Investments in Securities

  $ 6,718,316     $ 29,997     $     $ 6,748,313  

 

^

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

 

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

 

 

B.

Federal Income Taxes. The Funds’ policy is to comply with the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies and to distribute substantially all of their 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 applicable 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.

 

 

C.

Foreign Taxes. The Funds may be subject to foreign taxes (a portion of which may be reclaimable) on income, stock dividends, realized and unrealized capital gains on investments or certain foreign currency transactions. Foreign taxes are recorded in accordance with Management’s understanding of the applicable foreign tax regulations and rates that exist in the foreign jurisdictions in which the Funds invest. These foreign taxes, if any, are paid by the Funds and are reflected in the Statements of Operations, if applicable. Foreign taxes payable or deferred as of October 31, 2021, if any, are disclosed in the Funds’ Statements of Assets and Liabilities.

 

54

 

 

AAM ETFs

 

NOTES TO FINANCIAL STATEMENTS
October 31, 2021 (Continued)

 

 

 

D.

Security Transactions and Investment Income. Investment securities transactions are accounted for on the trade date. Gains and losses realized on sales of securities are determined on a specific identification basis. Dividend income is recorded on the ex-dividend date. Interest income is recorded on an accrual basis. Withholding taxes on foreign dividends and foreign capital gain taxes, if any, have been provided for in accordance with the Funds’ understanding of the applicable tax rules and regulations. Discounts and premiums on securities purchased are accreted and amortized using the effective yield method.

 

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

 

 

E.

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 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 fair values of assets and liabilities, other than investments in securities at fiscal period end, resulting from changes in exchange rates.

 

55

 

 

AAM ETFs

 

NOTES TO FINANCIAL STATEMENTS
October 31, 2021 (Continued)

 

 

 

F.

Distributions to Shareholders. Distributions to shareholders from net investment income on securities are declared and paid by the Funds on a monthly basis. Distributions to shareholders from net realized gains on securities are declared and paid by the Funds on an annual basis. Distributions are recorded on the ex-dividend date.

 

 

G.

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.

 

 

H.

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

 

 

I.

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

 

 

J.

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.

 

56

 

 

AAM ETFs

 

NOTES TO FINANCIAL STATEMENTS
October 31, 2021 (Continued)

 

 

The permanent differences primarily relate to redemptions in-kind. For the current fiscal period, the following table shows the reclassifications made:

 

   

Distributable
Earnings
(Accumulated
Deficit)

   

Paid-In
Capital

 

AAM S&P 500 High Dividend Value ETF

  $ (2,935,584 )   $ 2,935,584  

AAM S&P Emerging Markets High Dividend Value ETF

  $ (652,299 )   $ 652,299  

AAM S&P Developed Markets High Dividend Value ETF

  $ (104,550 )   $ 104,550  

AAM Low Duration Preferred and Income Securities ETF

  $ (516,985 )   $ 516,985  

AAM Bahl & Gaynor Small/Mid Cap Income Growth ETF

  $ (28,872 )   $ 28,872  

 

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

 

AAM S&P 500 High Dividend Value ETF

  $ 2,943,154  

AAM S&P Emerging Markets High Dividend Value ETF

  $ 652,299  

AAM S&P Developed Markets High Dividend Value ETF

  $ 104,550  

AAM Low Duration Preferred and Income Securities ETF

  $ 566,157  

AAM Bahl & Gaynor Small/Mid Cap Income Growth ETF

  $ 28,872  

 

 

K.

Subsequent Events. In preparing these financial statements, management has evaluated events and transactions for potential recognition or disclosure through the date the financial statements were issued. There were no events or transactions that occurred during the period subsequent to the end of the current fiscal period that materially impacted the amounts or disclosures in each Fund’s financial statements.

 

NOTE 3 – COMMITMENTS AND OTHER RELATED PARTY TRANSACTIONS

 

Advisors Asset Management, Inc. (the “Adviser”), serves as the investment adviser 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

 

57

 

 

AAM ETFs

 

NOTES TO FINANCIAL STATEMENTS
October 31, 2021 (Continued)

 

 

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 is also responsible for arranging, in consultation with each Fund’s respective sub-adviser: transfer agency, custody, fund administration and accounting, and other non-distribution related services necessary for the Funds to operate. Vident Investment Advisory, LLC serves as the sub-adviser for AAM S&P 500 High Dividend Value ETF, AAM S&P Emerging Markets High Dividend Value ETF, AAM S&P Developed Markets High Dividend Value ETF and AAM Low Duration Preferred and Income Securities ETF. Bahl & Gaynor, Inc. serves as the sub-adviser for AAM Bahl & Gaynor Small/Mid Cap Income Growth ETF (each, respectively, the “Sub-Adviser”). Under the Advisory Agreement, the Adviser has agreed to pay all expenses of each Fund, except for: the fee paid to the Adviser pursuant to the Advisory 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 (12b-1) fees and expenses. The Funds pay the Adviser the following annual rate based on each Fund’s average daily net assets:

 

AAM S&P 500 High Dividend Value ETF

    0.29 %

AAM S&P Emerging Markets High Dividend Value ETF

    0.49 %

AAM S&P Developed Markets High Dividend Value ETF

    0.39 %

AAM Low Duration Preferred and Income Securities ETF

    0.45 %

AAM Bahl & Gaynor Small/Mid Cap Income Growth ETF

    0.60 %

 

U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services (“Fund Services” or “Administrator”), 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 fund accountants. Fund Services also serves as the transfer agent and fund accountants to the Funds. U.S. Bank N.A. (the “Custodian”), an affiliate of Fund Services, serves as the Funds’ Custodian.

 

A Trustee and all officers of the Trust are affiliated with the Administrator and Custodian.

 

58

 

 

AAM ETFs

 

NOTES TO FINANCIAL STATEMENTS
October 31, 2021 (Continued)

 

 

NOTE 4 – 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

 

AAM S&P 500 High Dividend Value ETF

  $ 24,330,062     $ 24,429,889  

AAM S&P Emerging Markets High Dividend Value ETF

    10,373,742       8,918,696  

AAM S&P Developed Markets High Dividend Value ETF

    2,223,112       2,233,429  

AAM Low Duration Preferred and Income Securities ETF

    79,923,185       69,504,272  

AAM Bahl & Gaynor Small/Mid Cap Income Growth ETF

    286,609       542,020  

 

During the current fiscal period, there were no purchases or sales of long-term U.S. Government securities by the Funds. The Funds held U.S. Treasury Bills during the current fiscal period which are considered short-term securities.

 

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

 

   

In-kind
Purchases

   

In-kind
Sales

 

AAM S&P 500 High Dividend Value ETF

  $ 30,063,752     $ 17,189,027  

AAM S&P Emerging Markets High Dividend Value ETF

    3,172,891       3,509,194  

AAM S&P Developed Markets High Dividend Value ETF

    570,415       555,000  

AAM Low Duration Preferred and Income Securities ETF

    103,864,356       23,080,523  

AAM Bahl & Gaynor Small/Mid Cap Income Growth ETF

    7,489,737       474,732  

 

59

 

 

AAM ETFs

 

NOTES TO FINANCIAL STATEMENTS
October 31, 2021 (Continued)

 

 

NOTE 5 – 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 at October 31, 2021 were as follows:

 

   

AAM S&P
500 High
Dividend
Value ETF

   

AAM S&P
Emerging
Markets
High
Dividend
Value ETF

   

AAM S&P
Developed
Markets
High
Dividend
Value ETF

 

Tax cost of investments

  $ 42,952,500     $ 8,078,188     $ 2,363,598  

Gross tax unrealized appreciation

  $ 4,778,621     $ 385,220     $ 185,266  

Gross tax unrealized depreciation

    (2,100,994 )     (707,408 )     (150,378 )

Net tax unrealized appreciation (depreciation)

    2,677,627       (322,188 )     34,888  

Undistributed ordinary income

    3,509       62,192       4,570  

Undistributed long-term capital gains

                 

Other accumulated gain (loss)

    (3,612,010 )     (732,247 )     (285,806 )

Distributable earnings (accumulated deficit)

  $ (930,874 )   $ (992,243 )   $ (246,348 )

 

   

AAM Low
Duration
Preferred
and Income
Securities
ETF

   

AAM Bahl
& Gaynor
Small/Mid
Cap Income
Growth ETF

 

Tax cost of investments

  $ 99,809,654     $ 6,816,584  

Gross tax unrealized appreciation

  $ 849,676     $ 168,283  

Gross tax unrealized depreciation

    (778,172 )     (236,554 )

Net tax unrealized appreciation (depreciation)

    71,504       (68,271 )

Undistributed ordinary income

          47  

Undistributed long-term capital gains

           

Other accumulated gain (loss)

    (381,364 )     (1,299 )

Distributable earnings (accumulated deficit)

  $ (309,860 )   $ (69,523 )

 

The differences between the cost basis for financial statement and federal income tax purposes are primarily due to timing differences in recognizing wash sales, partnerships and passive foreign investment companies (“PFIC”).

 

60

 

 

AAM ETFs

 

NOTES TO FINANCIAL STATEMENTS
October 31, 2021 (Continued)

 

 

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 October 31, 2021, the Funds did not elect to defer any post-October capital losses or late-year ordinary losses.

 

As of October 31, 2021, the Funds had the following capital loss carryforwards with an indefinite expiration:

 

   

Short-Term

   

Long-Term

 

AAM S&P 500 High Dividend Value ETF

  $ 225,689     $ 3,386,322  

AAM S&P Emerging Markets High Dividend Value ETF

    191,668       526,610  

AAM S&P Developed Markets High Dividend Value ETF

    130,137       155,669  

AAM Low Duration Preferred and Income Securities ETF

    381,364        

AAM Bahl & Gaynor Small/Mid Cap Income Growth ETF

    1,299        

 

During the current fiscal year, the Funds utilized the following short-term capital loss carryforward that was available as of October 31, 2020:

 

AAM S&P 500 High Dividend Value ETF

  $ 1,358,178  

AAM S&P Emerging Markets High Dividend Value ETF

    276,755  

AAM S&P Developed Markets High Dividend Value ETF

    141,555  

AAM Low Duration Preferred and Income Securities ETF

     

AAM Bahl & Gaynor Small/Mid Cap Income Growth ETF

    N/A  

 

61

 

 

AAM ETFs

 

NOTES TO FINANCIAL STATEMENTS
October 31, 2021 (Continued)

 

 

The tax character of distributions declared by the Funds during current fiscal period were as follows:

 

   

Year Ended October 31, 2021

 

Fund

 

Ordinary
Income

   

Long Term
Capital Gain

 

AAM S&P 500 High Dividend Value ETF

  $ 1,144,279     $  

AAM S&P Emerging Markets High Dividend Value ETF

    340,332        

AAM S&P Developed Markets High Dividend Value ETF

    102,252        

AAM Low Duration Preferred and Income Securities ETF

    1,403,869        

AAM Bahl & Gaynor Small/Mid Cap Income Growth ETF

    16,600          

 

   

Year/Period Ended
October 31, 2020

 

Fund

 

Ordinary
Income

   

Long Term
Capital Gain

 

AAM S&P 500 High Dividend Value ETF

  $ 1,317,853     $  

AAM S&P Emerging Markets High Dividend Value ETF

    253,796        

AAM S&P Developed Markets High Dividend Value ETF

    97,167        

AAM Low Duration Preferred and Income Securities ETF

    117,674        

 

NOTE 6 – SHARE TRANSACTIONS

 

Shares of each Fund are listed and trade on the New York Stock Exchange Arca, Inc. (“NYSE Arca”). Market prices for the shares may be different from their NAV. The AAM S&P 500 High Dividend Value ETF, AAM S&P Emerging Markets High Dividend Value ETF, AAM S&P Developed Markets High Dividend Value ETF and AAM Low Duration Preferred and Income Securities ETF issue and redeem shares on a continuous basis at NAV generally in blocks of 25,000 shares and AAM Bahl & Gaynor Small/Mid Cap Income Growth ETF issues and redeems shares on a continuous basis at NAV generally in blocks of 10,000 shares, called “Creation Units.” Creation Units are issued and redeemed principally in-kind for securities included in a specified universe. Once created, shares generally trade in the secondary market at market prices that change throughout the day. Except when aggregated in Creation Units, shares are not redeemable securities of the Funds. Creation Units may only be purchased or redeemed by certain financial institutions (“Authorized Participants”). An Authorized Participant is either (i) a broker-dealer or other participant in the clearing process through the Continuous Net Settlement System of the National Securities Clearing Corporation or (ii) a Depository Trust Company participant and, in each case, must have executed a Participant Agreement with the Distributor.

 

62

 

 

AAM ETFs

 

NOTES TO FINANCIAL STATEMENTS
October 31, 2021 (Continued)

 

 

Most retail investors do not qualify as Authorized Participants nor have the resources to buy and sell whole Creation Units. Therefore, they are unable to purchase or redeem shares directly from the Funds. 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 has no front end sales load, no deferred sales charge, and no redemption fee. A fixed transaction fee is imposed for the transfer and other transaction costs associated with the purchase or sale of Creation Units. The following is the standard fixed transaction fee for each Fund:

 

AAM S&P 500 High Dividend Value ETF

  $ 250  

AAM S&P Emerging Markets High Dividend Value ETF

    1,000  

AAM S&P Developed Markets High Dividend Value ETF

    500  

AAM Low Duration Preferred and Income Securities ETF

    500  

AAM Bahl & Gaynor Small/Mid Cap Income Growth ETF

    250  

 

The transaction fee is payable to the Custodian. The fixed transaction fee may be waived on certain orders if the Funds’ Custodian has determined to waive some or all of the creation order costs associated with the order, or another party, such as the Adviser, has agreed to pay such fee. In addition, a variable fee, payable to the Fund, may be charged on all cash transactions or substitutes for Creation Units of up to a maximum of 2% as a percentage of the value of the Creation Units subject to the transaction. Variable fees received by the Funds, if any, are displayed in the Capital Shares Transactions section of the Statements of Changes in Net Assets. The Funds may issue an unlimited number of shares of beneficial interest, with no par value. All shares of the Funds have equal rights and privileges.

 

NOTE 7 – RISKS

 

Geographic Investment Risk. To the extent that a Fund invests a significant portion of its assets in the securities of companies of a single country or region, it is more likely to be impacted by events or conditions affecting the country or region.

 

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

 

COVID-19 Risk. The recent global outbreak of COVID-19 has disrupted economic markets and the prolonged economic impact is uncertain. The operational and financial performance of the issuers of securities in which the Fund invests depends on future developments, including the duration and spread of the outbreak, and such uncertainty may in turn impact the value of the Funds’ investments.

 

63

 

 

AAM ETFs

 

Report of Independent Registered Public Accounting Firm

 

 

To the Shareholders of AAM 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 AAM S&P 500 High Dividend Value ETF, AAM S&P Emerging Markets High Dividend Value ETF, AAM S&P Developed Markets High Dividend Value ETF, AAM Low Duration Preferred and Income Securities ETF, and AAM Bahl & Gaynor Small/Mid Cap Income Growth ETF (the “Funds”), each a series of ETF Series Solutions, as of October 31, 2021, the related statements of operations, the statements of changes in net assets, the related notes, and the financial highlights for each of the periods indicated below (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 October 31, 2021, the results of their operations, the changes in net assets, and the financial highlights for each of the periods indicated below in conformity with accounting principles generally accepted in the United States of America.

 

Fund Name

Statements of
Operations

Statements
of Changes in
Net Assets

Financial Highlights

AAM S&P 500 High Dividend Value ETF and AAM S&P Emerging Markets High Dividend Value ETF

For the year ended October 31, 2021

For the years ended October 31, 2021 and 2020

For the years ended October 31, 2021, 2020 and 2019 and for the period from November 28, 2017 (commencement of operations) to October 31, 2018

AAM S&P Developed Markets High Dividend Value ETF

For the year ended October 31, 2021

For the years ended October 31, 2021 and 2020

For the years ended October 31, 2021 and 2020 and for the period from November 27, 2018 (commencement of operations) to October 31, 2019

AAM Low Duration Preferred and Income Securities ETF

For the year ended October 31, 2021

For the year ended October 31, 2021 and for the period from November 19, 2019 (commencement of operations) to October 31, 2020

AAM Bahl & Gaynor Small/Mid Cap Income Growth ETF

For the period from August 25, 2021 (commencement of operations) to October 31, 2021

 

64

 

 

AAM ETFs

 

Report of Independent Registered Public Accounting Firm
(Continued)

 

 

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 October 31, 2021, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

We have served as the Funds’ auditor since 2017.

 

 

COHEN & COMPANY, LTD.
Milwaukee, Wisconsin
December 30, 2021

 

65

 

 

AAM 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).

57

Independent Trustee, Managed Portfolio Series (33 portfolios) (since 2011).

David A. Massart
Born: 1967

Trustee

Indefinite term; since 2012

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

57

Independent Trustee, Managed Portfolio Series (33 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).

57

Independent Trustee, PPM Funds (3 portfolios) (since 2018).

Interested Trustee

         

Michael A. Castino
Born: 1967

Trustee and Chairman

Indefinite term; Trustee since 2014; Chairman since 2013

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

57

None

 

66

 

 

AAM ETFs

 

Trustees and Officers
(Unaudited) (Continued)

 

 

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

 

Name and
Year of Birth

Position(s)
Held with
the Trust

Term of
Office and
Length of
Time Served

Principal Occupation(s) During Past 5 Years

Principal Officers of the Trust

Kristina R. Nelson
Born: 1982

President

Indefinite term; since 2019

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

Michael D. Barolsky
Born: 1981

Vice President

Indefinite term; since 2014 (other roles since 2013)

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

Alyssa M. Bernard

Born: 1988

Vice President

Indefinite term; since 2021

Vice President, U.S. Bancorp Fund Services, LLC (since 2021); Assistant Vice President, U.S. Bancorp Fund Services, LLC (2018–2021); Attorney, Waddell & Reed Financial, Inc. (2017–2018); Attorney, American Century Companies, Inc. (2014–2017)

Elizabeth B. Scalf
Born: 1985

Chief Compliance Officer and Anti-Money Laundering Officer

Indefinite term; since 2021

Senior Vice President, U.S. Bancorp Fund Services, LLC (since 2017); Vice President and Assistant CCO, Heartland Advisors, Inc. (2016-2017); Vice President and CCO, Heartland Group, Inc. (2016).

Kristen M. Weitzel, CPA
Born: 1977

Treasurer

Indefinite term; since 2014 (other roles since 2013)

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

Isabella K. Zoller
Born: 1994

Secretary

Indefinite term; since 2021 (other roles since 2020)

Assistant Vice President, U.S. Bancorp Fund Services, LLC (since 2021), Regulatory Administration Attorney, U.S. Bancorp Fund Services, LLC (since 2019), Regulatory Administration Intern, U.S. Bancorp Fund Services, LLC (2018-2019) and Law Student (2016-2019).

Elizabeth A. Winske
Born: 1983

Assistant Treasurer

Indefinite term; since 2017

Vice President, U.S. Bancorp Fund Services, LLC (since 2020); Assistant Vice President, U.S. Bancorp Fund Services, LLC (2016–2020).

 

67

 

 

AAM 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

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

Officer, U.S. Bancorp Fund Services, LLC (since 2018, 2014-2017).

Cynthia L. Andrae
Born: 1971

Deputy Chief Compliance Officer

Indefinite term; Since 2021

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

 

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.aamlive.com.

 

68

 

 

AAM ETFs

 

Expense Example
For the Six-Months Ended October 31, 2021 (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 Fund and to compare these costs with the ongoing costs of investing in other funds. The examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated in the 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 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.

 

69

 

 

AAM ETFs

 

Expense Example
For the Six-Months Ended October 31, 2021 (Unaudited) (Continued)

 

 

AAM S&P 500 High Dividend Value ETF

 

 

Beginning
Account Value
May 1, 2021

Ending
Account Value
October 31, 2021

Expenses
Paid During
the Period
(1)

Actual

$1,000.00

$ 1,007.30

$1.47

Hypothetical (5% annual return before expenses)

$1,000.00

$ 1,023.74

$1.48

 

(1)

The dollar amounts shown as expenses paid during the period are equal to the annualized six-month net expense ratio, 0.29%, multiplied by the average account value during the period, multiplied by 184/365, to reflect one-half year period.

 

AAM S&P Emerging Markets High Dividend Value ETF

 

 

Beginning
Account Value
May 1, 2021

Ending
Account Value
October 31, 2021

Expenses
Paid During
the Period
(2)

Actual

$1,000.00

$ 985.60

$2.45

Hypothetical (5% annual return before expenses)

$1,000.00

$ 1,022.74

$2.50

 

(2)

The dollar amounts shown as expenses paid during the period are equal to the annualized six-month net expense ratio, 0.49%, multiplied by the average account value during the period, multiplied by 184/365, to reflect one-half year period.

 

AAM S&P Developed Markets High Dividend Value ETF

 

 

Beginning
Account Value
May 1, 2021

Ending
Account Value
October 31, 2021

Expenses
Paid During
the Period
(3)

Actual

$1,000.00

$ 1,004.70

$1.97

Hypothetical (5% annual return before expenses)

$1,000.00

$ 1,023.24

$1.99

 

(3)

The dollar amounts shown as expenses paid during the period are equal to the annualized six-month net expense ratio, 0.39%, multiplied by the average account value during the period, multiplied by 184/365, to reflect one-half year period.

 

 

70

 

 

AAM ETFs

 

Expense Example
For the Six-Months Ended October 31, 2021 (Unaudited) (Continued)

 

 

AAM Low Duration Preferred and Income Securities ETF

 

 

Beginning
Account Value
May 1, 2021

Ending
Account Value
October 31, 2021

Expenses
Paid During
the Period
(4)

Actual

$1,000.00

$ 1,024.90

$2.30

Hypothetical (5% annual return before expenses)

$1,000.00

$ 1,022.94

$2.29

 

(4)

The dollar amounts shown as expenses paid during the period are equal to the annualized six-month net expense ratio, 0.45%, multiplied by the average account value during the period, multiplied by 184/365, to reflect one-half year period.

 

AAM Bahl & Gaynor Small/Mid Cap Income Growth ETF

 

 

Beginning
Account Value
August 25,2021
(5)

Ending
Account Value
October 31, 2021

Expenses
Paid During
the Period

Actual

$1,000.00

$ 997.30

$1.10(6)

Hypothetical (5% annual return before expenses)

$1,000.00

$ 1,022.18

$3.06(7)

 

(5)

Fund commencement.

(6)

The dollar amounts shown as expenses paid during the period are equal to the annualized six-month net expense ratio, 0.60%, multiplied by the average account value during the period, multiplied by 67/365, to reflect current fiscal period.

(7)

The dollar amounts shown as expenses paid during the period are equal to the annualized six-month net expense ratio, 0.60%, multiplied by the average account value during the period, multiplied by 184/365, to reflect one-half year period.

 

71

 

 

AAM 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, 2020. 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.

 

72

 

 

AAM Bahl & Gaynor Small/Mid Cap Growth ETF

 

APPROVAL OF ADVISORY AGREEMENTS & BOARD CONSIDERATION
(Unaudited)

 

 

Pursuant to Section 15(c) of the Investment Company Act of 1940 (the “1940 Act”), at meetings held on July 21-22, 2021 and August 13, 2021 (together, the “Meetings”), the Board of Trustees (the “Board”) of ETF Series Solutions (the “Trust”) considered the approval of the Investment Advisory Agreement (the “Advisory Agreement”) between Advisors Asset Management, Inc. (the “Adviser”) and the Trust, on behalf of the AAM Bahl & Gaynor Small/Mid Cap Income Growth ETF (the “Fund”), and the Investment Sub-Advisory Agreement (the “Sub-Advisory Agreement” and together, the “Agreements”) among the Adviser, the Trust, on behalf of the Fund, and Bahl & Gaynor, Inc. (“Bahl & Gaynor” or the “Sub-Adviser”). The Sub-Advisory Agreement incorporates by reference an Advisory Fee Agreement between the Adviser and Sub-Adviser.

 

Prior to the Meetings, the Board, including the Trustees who are not parties to the Agreements or “interested persons” of any party thereto, as defined in the 1940 Act (the “Independent Trustees”), reviewed written materials from the Adviser and Sub-Adviser (the “Materials”) regarding, among other things: (i) the nature, extent, and quality of the services to be provided by the Adviser and Sub-Adviser; (ii) the cost of the services to be provided and the profits expected to be realized by the Adviser, Sub-Adviser, or their affiliates from services rendered to the Fund; (iii) comparative fee and expense data for the Fund and other investment companies with similar investment objectives; (iv) the extent to which economies of scale might be realized as the Fund grows and whether the advisory fee for the Fund reflects these economies of scale for the benefit of the Fund; and (v) any other financial benefits to the Adviser, Sub-Adviser, and their affiliates resulting from services rendered to the Fund.

 

The Board also considered that the Adviser, along with other service providers of the Fund, had provided written updates on the firm over the course of the year with respect to its role as adviser to other series in the Trust, and the Board considered that information alongside the Materials in its evaluation of the Adviser’s fees and other aspects of the Agreements. The Board then discussed the Materials, the Adviser’s and Sub-Adviser’s oral presentations, and any other information that the Board received at the Meeting, and deliberated on the approval of the Agreements in light of this information.

 

Approval of the Advisory Agreement with the Adviser

 

Nature, Extent, and Quality of Services to be Provided. The Trustees considered the scope of services to be provided under the Advisory Agreement, noting that the Adviser will be providing investment management services to the Fund. In considering the nature, extent, and quality of the services to be 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 his review of the Adviser’s compliance program, as well as the Board’s experience with the Adviser as the investment adviser to other series of the Trust. The Board noted that it had previously

 

73

 

 

AAM Bahl & Gaynor Small/Mid Cap Growth ETF

 

APPROVAL OF ADVISORY AGREEMENTS & BOARD CONSIDERATION
(Unaudited) (Continued)

 

 

received a copy of the Adviser’s registration form, as well as the response of the Adviser to a detailed series of questions that included, among other things, information about the Adviser’s key personnel, details about the Fund, and the services to be provided by the Adviser.

 

The Board also considered other services to be provided to the Fund, such as monitoring adherence to the Fund’s investment restrictions, oversight of the Sub-Adviser, monitoring compliance with various Fund policies and with applicable securities regulations, and monitoring the extent to which the Fund achieves its investment objective as an actively-managed fund. The Board further considered the oral information provided by the Adviser with respect to the impact of the COVID-19 pandemic on the Adviser’s operations.

 

Historical Performance. The Board noted that the Fund had not yet commenced operations and concluded that the performance of the Fund, thus, was not a relevant factor in the context of the Board’s deliberations on the Advisory Agreement. Consequently, with respect to the Fund’s performance, future reviews by the Board of the Adviser’s services would include a review of its oversight of the Sub-Adviser’s day-to-day management of the Fund.

 

Cost of Services to be Provided and Economies of Scale. The Board then reviewed the Fund’s proposed expense ratio, the full amount of which was anticipated to be the “unified fee” described below, and compared the Fund’s expense ratio to its Category Peer Group and Selected Peer Group (each defined below). The Board noted that the expense ratio for the Fund was lower than the median of the universe that is composed of small-cap blend and mid-cap blend ETFs as reported by Morningstar (the “Category Peer Group”). The Board further noted that the Fund’s proposed expense ratio was lower than the average expense ratio for the Fund’s competitors identified by the Adviser, which consisted of ETFs that offered small-mid cap exposure in a transparent, actively-managed, small- or mid-cap ETFs (the “Selected Peer Group).

 

The Board took into consideration that the Adviser would charge a “unified fee,” meaning the Fund would pay no expenses other than the advisory fee and 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 would be responsible for compensating the Trust’s other service providers and paying the Fund’s other expenses out of its own fee and resources. The Board also evaluated the compensation and benefits expected to be received by the Adviser from its relationship with the Fund, taking into account an analysis of the Adviser’s anticipated profitability with respect to the Fund and the financial resources the Adviser had committed and proposed to commit to its business. The Board determined such analyses were

 

74

 

 

AAM Bahl & Gaynor Small/Mid Cap Growth ETF

 

APPROVAL OF ADVISORY AGREEMENTS & BOARD CONSIDERATION
(Unaudited) (Continued)

 

 

not a significant factor given that the Fund had not yet commenced operations and consequently, the future size of the Fund and the Adviser’s future profitability were generally unpredictable.

 

The Board expressed the view that the Adviser might realize economies of scale in managing the Fund as assets grow in size. The Board further determined that, based on the amount and structure of the Fund’s unitary fee, such economies of scale would be shared with Fund shareholders in the initial period of such Fund’s operations, although the Board intends to monitor fees as the Fund grows in size and assess whether fee breakpoints may be warranted.

 

Conclusion. No single factor was determinative of the Board’s decision to approve the Advisory Agreement; rather, the Board based its determination on the total mix of information available to it. Based on a consideration of all the factors in their totality, the Board, including a majority of the Independent Trustees, determined that the Advisory Agreement, including the compensation payable under the agreement, was fair and reasonable to the Fund. The Board, including a majority of the Independent Trustees, therefore determined that the approval of the Advisory Agreement was in the best interests of the Fund and its shareholders.

 

Approval of the Sub-Advisory Agreement with the Sub-Adviser

 

Nature, Extent, and Quality of Services to be Provided. The Board considered the scope of services to be provided to the Fund under the Sub-Advisory Agreement, noting that the Sub-Adviser would provide investment management services to the Fund. The Board noted the responsibilities that the Sub-Adviser would have as Fund’s investment sub-adviser, including: responsibility for the general management of the day-to-day investment and reinvestment of the assets of the Fund; determining the daily baskets of deposit securities and cash components; executing portfolio security trades for purchases and redemptions of the Fund’s shares conducted on a cash-in-lieu basis; oversight of general portfolio compliance with applicable securities laws, regulations, and investment restrictions; responsibility for daily monitoring of portfolio exposures and quarterly reporting to the Board; and implementation of Board directives as they relate to the Fund.

 

In considering the nature, extent, and quality of the services to be provided by the Sub-Adviser, the Board considered the reports of the Trust’s CCO and the Adviser with respect to the Sub-Adviser’s compliance program and the Sub-Adviser’s experience providing investment management services to a registered mutual fund. The Trustees further noted that they had received and reviewed the Materials with regard to the Sub-Adviser. The Board also considered the Sub-Adviser’s resources and capacity with

 

75

 

 

AAM Bahl & Gaynor Small/Mid Cap Growth ETF

 

APPROVAL OF ADVISORY AGREEMENTS & BOARD CONSIDERATION
(Unaudited) (Continued)

 

 

respect to portfolio management, compliance, and operations. The Board further considered information provided by the Sub-Adviser with respect to the impact of the COVID-19 pandemic on the Sub-Adviser’s operations.

 

Historical Performance. The Board noted that the Fund had not yet commenced operations. Consequently, the Board determined that performance was not a relevant consideration in the context of the Board’s deliberations on the Sub-Advisory Agreement. Consequently, with respect to the Fund’s performance, the Board in the future would focus on the Sub-Adviser’s services.

 

Costs of Services to be Provided and Economies of Scale. The Board reviewed the advisory fee to be paid by the Adviser to the Sub-Adviser for its services to the Fund under the Sub-Advisory Agreement and Advisory Fee Agreement. The Board considered the fees to be paid to the Sub-Adviser would be paid by the Adviser from the fee the Adviser receives from the Fund and noted that the fee reflected an arm’s-length negotiation between the Adviser and the Sub-Adviser. The Board further determined the fee reflected an appropriate allocation of the advisory fee paid to each adviser given the work performed by each firm. The Board also evaluated the compensation and benefits expected to be received by the Sub-Adviser from its relationship with the Fund, taking into account an analysis of the Sub-Adviser’s estimated profitability with respect to the Fund. The Board also considered that the Sub-Adviser managed certain accounts that may invest in the Fund and the fees that the Sub-Adviser would receive with respect to such investments.

 

The Board expressed the view that the Sub-Adviser might realize economies of scale in managing the Fund as assets grow in size. The Board further noted that because the Fund pays the Adviser a unified fee, any benefits from breakpoints in the sub-advisory fee schedule would accrue to the Adviser, rather than Fund shareholders. Consequently, the Board determined that it would monitor fees as the Fund’s assets grow to determine whether economies of scale were being effectively shared with the Fund and its shareholders.

 

Conclusion. No single factor was determinative of the Board’s decision to approve the Sub-Advisory Agreement, including the Advisory Fee 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 a majority of the Independent Trustees, determined that the Sub-Advisory Agreement, including the compensation payable under the agreement and the Advisory Fee Agreement, was fair and reasonable to the Fund. The Board, including a majority of the Independent Trustees, therefore determined that the approval of the Sub-Advisory Agreement and Advisory Fee Agreement was in the best interests of the Fund and its shareholders.

 

76

 

 

AAM S&P 500 High Dividend Value ETF
AAM S&P Emerging Markets High Dividend Value ETF
AAM S&P Developed Markets High Dividend Value ETF
AAM Low Duration Preferred and Income Securities ETF

 

APPROVAL OF ADVISORY AGREEMENT & BOARD CONSIDERATION
(Unaudited)

 

 

Pursuant to Section 15(c) of the Investment Company Act of 1940 (the “1940 Act”), at a meeting held on October 13-14, 2021 (the “Meeting”), the Board of Trustees (the “Board”) of ETF Series Solutions (the “Trust”) considered the approval of the continuation of the Investment Advisory Agreement (the “Advisory Agreement”) between Advisors Asset Management, Inc. (the “Adviser”) and the Trust, on behalf of the AAM S&P 500 High Dividend Value ETF, the AAM S&P Emerging Markets High Dividend Value ETF, the AAM S&P Developed Markets High Dividend Value ETF, and the AAM Low Duration Preferred and Income Securities ETF (each, a “Fund,” and collectively, the “Funds”).

 

Prior to the Meeting, the Board, including the Trustees who are not parties to the Agreements or “interested persons” of any party thereto, as defined in the 1940 Act (the “Independent Trustees”), reviewed written materials from the Adviser (the “Materials”) regarding, among other things: (i) the nature, extent, and quality of the services provided by the Adviser; (ii) the historical performance of each Fund; (iii) the cost of the services provided and the profits realized by the Adviser from services rendered to each Fund; (iv) comparative fee and expense data for each Fund and other investment companies with similar investment objectives; (v) the extent to which any economies of scale realized by the Adviser in connection with their services to the Funds are shared with their respective Fund shareholders; and (vi) other factors the Board deemed to be relevant.

 

The Board also considered that the Adviser, along with other service providers of the Funds, presented written information to help the Board evaluate the Adviser’s fees and other aspects of the Agreements. Additionally, representatives from the Adviser provided an oral overview of each Fund’s strategy, the services provided to each Fund by the Adviser, and additional information about the Adviser’s personnel and operations. The Board then discussed the written materials and oral presentations that it had received and any other information that the Board received at the Meeting and deliberated on the approval of the Agreement in light of this information.

 

Approval of the Continuation of the Advisory Agreement with the Adviser

 

Nature, Extent, and Quality of Services Provided. The Trustees considered the scope of services provided under the Advisory Agreement, noting that the Adviser would continue to provide investment management services to the Funds. 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”). The Board also considered its previous experience with

 

77

 

 

AAM S&P 500 High Dividend Value ETF
AAM S&P Emerging Markets High Dividend Value ETF
AAM S&P Developed Markets High Dividend Value ETF
AAM Low Duration Preferred and Income Securities ETF

 

APPROVAL OF ADVISORY AGREEMENT & BOARD CONSIDERATION
(Unaudited) (Continued)

 

 

the Adviser providing investment management services to the Funds. The Board noted that it had previously received a copy of the Adviser’s registration form, as well as the response of the Adviser to a detailed series of questions which included, among other things, information about the background and experience of the firm’s key personnel, the firm’s cybersecurity policy, and the services provided by the Adviser.

 

The Board also considered other services currently provided by the Adviser to the Funds, such as monitoring adherence to the Fund’s investment restrictions, oversight of each Fund’s respective sub-adviser, monitoring compliance with various policies and procedures and with applicable securities regulations, and monitoring the extent to which each Fund achieved its investment objective as a passively-managed fund. The Board further considered the oral information provided by the Adviser with respect to the impact of the COVID-19 pandemic on the Adviser’s operations.

 

Historical Performance. The Board noted that information regarding each Fund’s performance for various time periods had been included in the Materials. The Board considered each Fund’s past investment performance, including for periods ended June 30, 2021. Because each Fund is designed to track the performance of an index, the Board considered the extent to which each Fund, tracked its respective index before fees and expenses. Additionally, the Board considered the performance of each Fund relative to a peer group of the Fund’s most direct competitors (each, a “Selected Peer Group”), which were identified by the Adviser based on a combination of quantitative and qualitative considerations, including the comparability of a fund’s investment objectives, strategy, and geographic coverage.

 

AAM S&P 500 High Dividend Value ETF: For the periods ended June 30, 2021, the Board noted that, for the one-year, three-year, and since inception periods, the Fund underperformed its underlying index, before fees and expenses. The Board also considered that, for the one-year period the fund outperformed the S&P 500 Index, which provides an indication of the performance of the overall U.S. stock market, while for the three-year, and since inception periods, the Fund underperformed the S&P 500 Index for the period ended June 30, 2021.

 

The Board further noted that, for the one-year period, the Fund significantly outperformed the median of the funds in the U.S. Large Value ETF category as reported by Morningstar (the “Category Peer Group”) for the one-year period ended June 30, 2021.

 

78

 

 

AAM S&P 500 High Dividend Value ETF
AAM S&P Emerging Markets High Dividend Value ETF
AAM S&P Developed Markets High Dividend Value ETF
AAM Low Duration Preferred and Income Securities ETF

 

APPROVAL OF ADVISORY AGREEMENT & BOARD CONSIDERATION
(Unaudited) (Continued)

 

 

The Board also considered the Fund’s performance relative to Fund’s Selected Peer Group. The Board noted that the Fund generally performed within the range of the Selected Peer Group for the one- and three-year periods ended June 30, 2021.

 

AAM S&P Emerging Markets High Dividend Value ETF: For the periods ended June 30, 2021, the Board noted that, for the one-year period, the Fund was in-line its underlying index, before fees and expenses, and for the three-year and since inception periods, the Fund underperformed its underlying index, before fees and expenses. The Board also considered that, for the one-year, three-year, and since inception periods, the Fund underperformed the S&P Emerging Plus LargeMidCap Index, which provides an indication of the performance of large- and mid-cap companies in emerging markets, including South Korea, for the period ended June 30, 2021.

 

The Board further noted that, for the one-year period, the Fund underperformed the median of the funds in the Diversified Emerging Markets ETF category as reported by Morningstar (the “Category Peer Group”) for the one-year period ended June 30, 2021.

 

The Board also considered the Fund’s performance relative to the Fund’s Selected Peer Group. The Board noted that the Fund generally performed within the range of the Selected Peer Group for the one- and three-year periods ended June 30, 2021.

 

AAM S&P Developed Markets High Dividend Value ETF: The Board noted that, for the one-year and since inception periods ended June 30, 2021, the Fund underperformed its underlying index, before fees and expenses. The Board also considered that, for the one-year and since inception periods, the Fund underperformed the S&P Developed BMI Ex-U.S. & Korea LargeMidCap Index, which provides an indication of the performance of the top 85% of float-adjusted market cap in developed countries, excluding the U.S. and South Korea, for the period ended June 30, 2021.

 

The Board further noted that, for the one-year period, the Fund underperformed the median of the funds in the Foreign Large Value ETF category as reported by Morningstar (the “Category Peer Group”) for the one-year period ended June 30, 2021.

 

The Board also considered the Fund’s performance relative to the Fund’s Selected Peer Group. The Board noted that the Fund generally performed within the range of the Selected Peer Group for the one-year period ended June 30, 2021.

 

AAM Low Duration Preferred and Income Securities ETF: The Board noted that, for the one-year and since inception periods ended June 30, 2021, the Fund underperformed its underlying index, before fees and expenses. The Board also

 

79

 

 

AAM S&P 500 High Dividend Value ETF
AAM S&P Emerging Markets High Dividend Value ETF
AAM S&P Developed Markets High Dividend Value ETF
AAM Low Duration Preferred and Income Securities ETF

 

APPROVAL OF ADVISORY AGREEMENT & BOARD CONSIDERATION
(Unaudited) (Continued)

 

 

considered that, for the one-year and since inception periods, the Fund underperformed the ICE Exchange-Listed Preferred & Hybrid Securities Index, which measures the performance of exchange-listed U.S. dollar-denominated hybrid securities, preferred stock, and convertible preferred stock, for the period ended June 30, 2021.

 

The Board further noted that, for the one-year period, the Fund underperformed the median of the funds in the Large Blend ETF and Preferred Stock ETF categories as reported by Morningstar (the “Category Peer Group”) for the one-year period ended June 30, 2021.

 

The Board also considered the Fund’s performance relative to the Fund’s Selected Peer Group. The Board noted that the Fund generally performed within the range of the Selected Peer Group for the one-year period ended June 30, 2021.

 

Cost of Services Provided and Economies of Scale. The Board reviewed the expense ratio for each of the Funds, the full amount of which was the “unified fee” described below, and compared each Fund’s expense ratio to its respective peer groups as follows:

 

AAM S&P 500 High Dividend Value ETF: The Board noted that the expense ratio for the Fund was in-line with the median of its Category Peer Group and was within the range of expense ratios of the Selected Peer Group.

 

AAM S&P Emerging Markets High Dividend Value ETF: The Board noted that the expense ratio for the Fund was in-line with the median of its Category Peer Group and was within the range of expense ratios of the Selected Peer Group.

 

AAM S&P Developed Markets High Dividend Value ETF: The Board noted that the expense ratio for the Fund was lower than the median of its Category Peer Group and was within the range of expense ratios of the Selected Peer Group.

 

AAM Low Duration Preferred and Income Securities ETF: The Board noted that the expense ratio for the Fund was higher than the median of its Category Peer Group but was within the range of expense ratios of the Selected Peer Group.

 

The Board took into consideration that the Adviser 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 continued to be responsible for compensating the Trust’s other service providers and paying each Fund’s other expenses out of its own fee and resources. The

 

80

 

 

AAM S&P 500 High Dividend Value ETF
AAM S&P Emerging Markets High Dividend Value ETF
AAM S&P Developed Markets High Dividend Value ETF
AAM Low Duration Preferred and Income Securities ETF

 

APPROVAL OF ADVISORY AGREEMENT & BOARD CONSIDERATION
(Unaudited) (Continued)

 

 

Board also evaluated the compensation and benefits received by the Adviser from its relationship with the Funds, taking into account analyses of the Adviser’s profitability with respect to each Fund.

 

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 amount and structure of each Fund’s unitary fee might result in a sharing of those economies with the applicable Fund shareholders. The Board noted its intention to monitor fees as each Fund grows in size and assess whether fee breakpoints may be warranted.

 

Conclusion. No single factor was determinative of the Board’s decision to approve the continuation of the Advisory Agreement; rather, the Board based its determination on the total mix of information available to it. Based on a consideration of all the factors in their totality, the Board, including a majority of the Independent Trustees, determined that the Advisory Agreement, including the compensation payable under the agreement, was fair and reasonable to each Fund. The Board, including a majority of the Independent Trustees, therefore determined that the approval of the continuation of the Advisory Agreement was in the best interests of each Fund and its respective shareholders.

 

81

 

 

AAM ETFs

 

Federal Tax Information
(Unaudited)

 

 

For the fiscal period ended October 31, 2021, certain dividends paid by the Funds may be subject to the maximum 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:

 

AAM S&P 500 High Dividend Value ETF

94.87%

AAM S&P Emerging Markets High Dividend Value ETF

62.82%

AAM S&P Developed Markets High Dividend Value ETF

97.44%

AAM Low Duration Preferred and Income Securities ETF

59.87%

AAM Bahl & Gaynor Small/Mid Cap Income Growth ETF

100.00%

 

For corporate shareholders, the percentage of ordinary income distributions qualified for the corporate dividend received deduction for the fiscal year ended October 31, 2021 was as follows:

 

AAM S&P 500 High Dividend Value ETF

96.43%

AAM S&P Emerging Markets High Dividend Value ETF

0.00%

AAM S&P Developed Markets High Dividend Value ETF

0.00%

AAM Low Duration Preferred and Income Securities ETF

58.37%

AAM Bahl & Gaynor Small/Mid Cap Income Growth ETF

100.00%

 

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:

 

AAM S&P 500 High Dividend Value ETF

0.00%

AAM S&P Emerging Markets High Dividend Value ETF

0.00%

AAM S&P Developed Markets High Dividend Value ETF

0.00%

AAM Low Duration Preferred and Income Securities ETF

0.00%

AAM Bahl & Gaynor Small/Mid Cap Income Growth ETF

0.00%

 

82

 

 

AAM ETFs

 

Federal Tax Credit Pass Through
(Unaudited)

 

 

Pursuant to Section 853 of the Internal Revenue code, The Funds designate the following amounts as foreign taxes paid for the period ended October 31, 2021. Foreign taxes paid for purposes of Section 853 may be less than actual foreign taxes paid for financial statement purposes.

 

   

Creditable
Foreign Tax
Credit Paid

   

Per Share
Amount

   

Portion of Ordinary
Income Distribution
Derived from Foreign
Sourced Income

 

AAM S&P 500 High Dividend Value ETF

  $     $        

AAM S&P Emerging Markets High Dividend Value ETF

  $ 73,999     $ 0.21143       100.00 %

AAM S&P Developed Markets High Dividend Value ETF

  $ 13,135     $ 0.13135       100.00 %

AAM Low Duration Preferred and Income Securities ETF

  $     $        

AAM Bahl & Gaynor Small/Mid Cap Income Growth ETF

  $     $        

 

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 differences in the calculation of income and gains under U.S. 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.aamlive.com.

 

83

 

 

AAM 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 Statement of Additional Information (“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 Funds’ website at www.aamlive.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 are available, without charge on the Funds’ website at www.aamlive.com.

 

84

 

 

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Advisor

Advisors Asset Management, Inc.

18925 Base Camp Road, Suite 203

Monument, Colorado 80132

 

Sub-Adviser

Vident Investment Advisory, LLC

1125 Sanctuary Parkway, Suite 515

Alpharetta, Georgia 30009

 

Sub-Adviser

Bahl & Gaynor, Inc.

255 East Fifth Street, Suite 2700

Cincinnati, OH 45202

 

Index Provider

S&P Opco, LLC c/o S&P Dow Jones Indices LLC

55 Water Street

New York, New York 10041

 

Distributor

Quasar Distributors, LLC

111 East Kilbourn Avenue, Suite 2200

Milwaukee, Wisconsin 53202

 

Custodian

U.S. Bank National Association

1555 North Rivercenter Drive, Suite 302

Milwaukee, Wisconsin 53212

 

Transfer Agent

U.S. Bancorp Fund Services, LLC

615 East Michigan Street

Milwaukee, Wisconsin 53202

 

Independent Registered Public Accounting Firm

Cohen & Company, Ltd.

342 North Water Street, Suite 830

Milwaukee, Wisconsin 53202

 

Legal Counsel

Morgan, Lewis, & Bockius, LLP

1111 Pennsylvania Avenue, NW

Washington, DC 20004

 

AAM S&P 500 High Dividend Value ETF

Symbol – SPDV

CUSIP – 26922A594

 

AAM S&P Emerging Markets High Dividend Value ETF

Symbol – EEMD

CUSIP – 26922A586

 

AAM S&P Developed Markets High Dividend Value ETF

Symbol – DMDV

CUSIP – 26922A347

 

AAM Low Duration Preferred and Income Securities ETF

Symbol – PFLD

CUSIP – 26922A198

 

AAM Bahl & Gaynor Small/Mid Cap Income Growth ETF

Symbol – SMIG

CUSIP – 26922B832

 

 

 

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

 

AAM S&P 500 High Dividend Value ETF

  FYE 10/31/2021 FYE 10/31/2020
Audit Fees  $13,500  $14,000
Audit-Related Fees N/A N/A
Tax Fees $3,500 $3,000
All Other Fees N/A N/A

 

AAM S&P Emerging Markets High Dividend Value ETF

  FYE 10/31/2021 FYE 10/31/2020
Audit Fees  $14,500  $15,000
Audit-Related Fees N/A N/A
Tax Fees $3,500 $3,000
All Other Fees N/A N/A

 

 

 

AAM S&P Developed Markets High Dividend Value ETF

  FYE 10/31/2021 FYE 10/31/2020
Audit Fees  $14,000  $14,500
Audit-Related Fees N/A N/A
Tax Fees $3,500 $3,000
All Other Fees N/A N/A

 

AAM Low Duration Preferred and Income Securities ETF

  FYE 10/31/2021 FYE 10/31/2020
Audit Fees  $14,000  $14,500
Audit-Related Fees N/A N/A
Tax Fees $3,500 $3,000
All Other Fees N/A N/A

 

AAM Bahl & Gaynor Small/Mid Cap Income Growth ETF

  FYE 10/31/2021 FYE 10/31/2020
Audit Fees  $10,800 N/A
Audit-Related Fees N/A N/A
Tax Fees $3,500 N/A
All Other Fees N/A N/A

 

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

 

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

 

AAM S&P 500 High Dividend Value ETF

  FYE 10/31/2021 FYE 10/31/2020
Audit-Related Fees 0% 0%
Tax Fees 0% 0%
All Other Fees 0% 0%

 

AAM S&P Emerging Markets High Dividend Value ETF

  FYE 10/31/2021 FYE 10/31/2020
Audit-Related Fees 0% 0%
Tax Fees 0% 0%
All Other Fees 0% 0%

 

AAM S&P Developed Markets High Dividend Value ETF

  FYE 10/31/2021 FYE 10/31/2020
Audit-Related Fees 0% 0%
Tax Fees 0% 0%
All Other Fees 0% 0%

 

AAM Low Duration Preferred and Income Securities

  FYE 10/31/2021 FYE 10/31/2020
Audit-Related Fees 0% 0%
Tax Fees 0% 0%
All Other Fees 0% 0%

 

 

 

AAM Bahl & Gaynor Small/Mid Cap Income Growth ETF

  FYE 10/31/2021 FYE 10/31/2020
Audit-Related Fees 0% N/A
Tax Fees 0% N/A
All Other Fees 0% N/A

 

All of the principal accountant’s hours spent on auditing the registrant’s financial statements were attributed to work performed by full-time permanent employees of the principal accountant.

 

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 year. 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.

 

AAM S&P 500 High Dividend Value ETF

Non-Audit Related Fees FYE 10/31/2021 FYE 10/31/2020
Registrant N/A N/A
Registrant’s Investment Adviser N/A N/A

 

AAM S&P Emerging Markets High Dividend Value ETF

Non-Audit Related Fees FYE 10/31/2021 FYE 10/31/2020
Registrant N/A N/A
Registrant’s Investment Adviser N/A N/A

 

AAM S&P Developed Markets High Dividend Value ETF

Non-Audit Related Fees FYE 10/31/2021 FYE 10/31/2020
Registrant N/A N/A
Registrant’s Investment Adviser N/A N/A

 

AAM Low Duration Preferred and Income Securities ETF

Non-Audit Related Fees FYE 10/31/2021 FYE 10/31/2020
Registrant N/A N/A
Registrant’s Investment Adviser N/A N/A

 

AAM Bahl & Gaynor Small/Mid Cap Income Growth ETF

Non-Audit Related Fees FYE 10/31/2021 FYE 10/31/2020
Registrant N/A N/A
Registrant’s Investment Adviser N/A N/A

 

 

 

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.

 

The registrant is not a foreign issuer.

 

Item 5. Audit Committee of Listed Registrants.

 

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

 

Item 6. Investments.

 

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

 

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

 

Not applicable to open-end investment companies.

 

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

 

Not applicable to open-end investment companies.

 

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

 

Not applicable to open-end investment companies.

 

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

 

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

 

Item 11. Controls and Procedures.

 

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

 

 

 

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

 

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

 

Not applicable to open-end investment companies.

 

Item 13. Exhibits.

 

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

 

 

 

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 1/6/2022  

 

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 1/6/2022  
     
By (Signature and Title)* /s/Kristen M. Weitzel  
  Kristen M. Weitzel, Treasurer (principal financial officer)  
     
Date 1/6/2022  


EX.99 CODE OF ETHICS 

ETF Series Solutions

 

Code of Ethics

For Principal Executive Officer & Principal Financial Officer

 

This Code of Ethics is designed to comply with Section 406 of the Sarbanes-Oxley Act of 2002 and the rules promulgated by the Securities and Exchange Commission (the “SEC”) thereunder. This Code of Ethics is in addition to, not in replacement of, the ETF Series Solutions (the “Trust”) 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 persons covered by this Code of Ethics may also be subject to the Investment Company Code of Ethics.

 

The Trust requires its Principal Executive Officer, Principal Financial Officer, or other Trust officers performing similar functions (the “Principal Officers”), to maintain the highest ethical and legal standards while performing their duties and responsibilities to the Trust and each of its series (each a “Fund,” collectively the “Funds”), with particular emphasis on those duties that relate to the preparation and reporting of the financial information of the Funds. The following principles and responsibilities shall govern the professional conduct of the Principal Officers:

 

1. HONEST AND ETHICAL CONDUCT.

 

The Principal Officers shall act with honesty and integrity, avoiding actual or apparent conflicts of interest in personal and professional relationships, and shall report any material transaction or relationship that reasonably could be expected to give rise to such conflict between their interests and those of a Fund to the Audit Committee, the full Board of Trustees of the Trust, and, in addition, to any other appropriate person or entity that may reasonably be expected to deal with any conflict of interest in timely and expeditious manner.

 

The Principal Officers shall act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing their independent judgment to be subordinated or compromised.

 

2. FINANCIAL RECORDS AND REPORTING

 

The Principal Officers shall provide full, fair, accurate, timely and understandable disclosure in the reports and/or other documents to be filed with or submitted to the Securities and Exchange Commission or other applicable body by a Fund, or that is otherwise publicly disclosed or communicated. The Principal Officers shall comply with applicable rules and regulations of federal, state, and local governments, and other appropriate private and public regulatory agencies.

 

The Principal Officers shall respect the confidentiality of information acquired in the course of their work and shall not disclose such information except when authorized or legally obligated to disclose. The Principal Officers will not use confidential information acquired in the course of their duties as Principal Officers.

 

 

 

The Principal Officers shall share knowledge and maintain skills important and relevant to the Trust’s needs; shall proactively promote ethical behavior of the Trust’s employees and with industry peers and associates; and shall maintain control over and responsibly manage assets and resources employed or entrusted to them by the Trust.

 

3. COMPLIANCE WITH LAWS, RULES AND REGULATIONS

 

The Principal Officers shall establish and maintain mechanisms to oversee the compliance of the Funds with applicable federal, state or local law, regulation or administrative rule, and to identify, report and correct in a swift and certain manner, any detected deviations from applicable federal, state or local law regulation or rule.

 

4. COMPLIANCE WITH THIS CODE OF ETHICS

 

The Principal Officers shall promptly report any violations of this Code of Ethics to the Audit Committee as well as the full Board of Trustees of the Trust and shall be held accountable for strict adherence to this Code of Ethics. A proven failure to uphold the standards stated herein shall be grounds for such sanctions as shall be reasonably imposed by the Board of Trustees of the Trust.

 

5. AMENDMENT AND WAIVER

 

This Code of Ethics may only be amended or modified by approval of the Board of Trustees. Any substantive amendment that is not technical or administrative in nature or any material waiver, implicit or otherwise, of any provision of this Code of Ethics, shall be communicated publicly in accordance with Item 2 of Form N-CSR under the Investment Company Act of 1940.

 

Adopted: March 27, 2012


CERTIFICATIONS

 

I, Kristina R. Nelson, certify that:

 

1.I have reviewed this report on Form N-CSR of the 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 second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; 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: 1/6/2022   /s/Kristina R. Nelson  
      Kristina R. Nelson  
      President (principal executive officer)  
      ETF Series Solutions  
         

 

 

 

CERTIFICATIONS

 

I, Kristen M. Weitzel, certify that:

 

1.I have reviewed this report on Form N-CSR of the 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 second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; 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: 1/6/2022   /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 the 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 October 31, 2021 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 the 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: 1/6/2022   Dated: 1/6/2022  

 

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 the ETF Series Solutions for purposes of Section 18 of the Securities Exchange Act of 1934.