Semi-Annual Report

March 31, 2022

 

Distillate U.S. Fundamental Stability & Value ETF

Ticker: DSTL

 

Distillate International Fundamental Stability & Value ETF

Ticker: DSTX

 

 

 

Distillate Capital ETFs

 

TABLE OF CONTENTS

 

 

Page

Letters to Shareholders

1

Portfolio Allocations

4

Schedules of Investments

5

Statements of Assets and Liabilities

14

Statements of Operations

15

Statements of Changes in Net Assets

16

Financial Highlights

18

Notes to Financial Statements

20

Expense Examples

30

Review of Liquidity Risk Management Program

32

Federal Tax Information

33

Foreign Tax Credit Pass Through

33

Information About Portfolio Holdings

34

Information About Proxy Voting

34

Information About the Funds’ Trustees

34

Frequency Distribution of Premiums and Discounts

35

 

 

Distillate U.S. Fundamental Stability & Value ETF

 

Letters to Shareholders

March 31, 2022 (Unaudited)

 

Dear Distillate Funds Shareholder,

 

Thank you for your interest and investment in the Distillate U.S. Fundamental Stability & Value ETF (“DSTL” or the “Fund”). The information presented in this semi-annual report covers the period from October 1, 2021 through March 31, 2022 (the “current fiscal period”).

 

The Fund is a passively managed ETF that aims to track the performance, before fees and expenses, of the Distillate U.S. Fundamental Stability & Value Index (“DSTL Index”), an index conceived by Distillate Capital Partners, LLC. The Index uses proprietary valuation and risk measures with the goal of including only securities with a high degree of fundamental stability, relatively low levels of debt and attractive valuation from a starting universe of large capitalization U.S. stocks. These measures were designed for today’s economy, where significant levels of intangible investment have rendered many traditional measures of value & risk less effective.

 

Fund and Individual Stock Performance & Holdings

 

Economic growth, measured by nominal Gross Domestic Product (GDP), continued to recover during the current fiscal period as Covid-19 pandemic dynamics generally improved, though intensifying inflationary pressures and concerns about rising interest rates pressured equity returns early in 2022. During the current fiscal period, the DSTL market price was up 9.30% and its Net Asset Value (“NAV”) was up 9.26%. During the period, the DSTL Index returned 9.49% compared to 5.92% for the S&P 500® index, its primary benchmark. The top contributors to the Fund’s performance over the current fiscal period were its holdings of Abbvie, Inc. (+53.7%), UnitedHealth Group, Inc. (+31.3%), Broadcom, Inc. (+31.6%), McKesson Corporation (+54.1%) and Union Pacific Corporation (+40.7%). The largest detractors from Fund performance included Comcast Corporation - Class A (-15.5%), Biogen, Inc. (-25.6%), Qorvo, Inc. (-25.8%), Fidelity National Information Services, Inc. (-16.7%) and Applied Materials, Inc. (-15.5%).

 

The Fund holds approximately 100 stocks and is rebalanced each quarter along with the DSTL Index. As of March 31, 2022, the Fund’s largest five holdings as a percentage of assets were Abbvie, Inc. (2.88%), Johnson & Johnson (2.69%), UnitedHealth Group, Inc. (2.44%), Walmart, Inc. (2.10%), and Alphabet, Inc. - Class A (1.97%). We thank you for your investment in the Distillate U.S. Fundamental Stability & Value ETF.

 

Sincerely,

 

 

Thomas M. Cole
Chief Executive Officer
Distillate Capital Partners, LLC

 

1

 

 

Distillate International Fundamental Stability & Value ETF

 

Letters to Shareholders
March 31, 2022 (Unaudited) (Continued)

 

Dear Distillate Funds Shareholder,

 

Thank you for your interest and investment in the Distillate International Fundamental Stability & Value ETF (“DSTX” or the “Fund”). The information presented in this semi-annual report covers the period from October 1, 2021 through March 31, 2022 (the “current fiscal period”).

 

The Fund is a passively managed ETF that aims to track the performance, before fees and expenses, of the Distillate International Fundamental Stability & Value Index (“DSTX Index”), an index conceived by Distillate Capital Partners, LLC. The Index uses proprietary valuation and risk measures with the goal of including only securities with a high degree of fundamental stability, relatively low levels of debt and attractive valuation from a starting universe of mid- and large-capitalization non-U.S. stocks. These measures were designed for today’s economy, where significant levels of intangible investment have rendered many traditional measures of value & risk less effective.

 

Fund and Individual Stock Performance & Holdings

 

Economic growth, measured by nominal Gross Domestic Product (GDP), continued to recover during the current fiscal period as Covid-19 pandemic dynamics generally improved, though intensifying inflationary pressures and concerns about rising interest rates pressured equity returns early in 2022. During the current fiscal period, the DSTX market price return was -3.84% and its Net Asset Value (“NAV”) return was -3.29%. During the period, the DSTX Index returned -2.97% compared to -3.94% for the Morningstar Global Markets Ex-U.S. Index, its primary benchmark. The top contributors to the Fund’s performance over the current fiscal period were its holdings of Grupo Mexico SAB de CV - Series B (+54.2%), LG Innotek Company, Ltd (+82.8%), NEXON Company, Ltd. (+49.5%), Boliden AB (+59.0%) and Roche Holding AG - ADR (+10.4%). The largest detractors from Fund performance included Industria de Diseno Textil, SA (-39.8%), H&M Hennes & Mauritz AB - Class B (-30.9%), China Feihe, Ltd. (-41.3%), Xiaomi Corporation - Class B (-25.7%) and Magellan Financial Group, Ltd. (-44.4%).

 

The Fund holds approximately 100 stocks and is rebalanced each quarter along with the DSTX Index. As of March 31, 2022, the Fund’s largest five holdings as a percentage of assets were Roche Holding AG - ADR (3.08%), Samsung Electronics Company, Ltd. - GDR (2.79%), Nippon Telegraph & Telephone Corporation (2.60%), Grupo Mexico SAB de CV - Series B (2.27%) and Agnico Eagle Mines, Ltd. (1.98%). We thank you for your investment in the Distillate International Fundamental Stability & Value ETF.

 

Sincerely,

 

 

Thomas M. Cole
Chief Executive Officer
Distillate Capital Partners, LLC

 

2

 

 

Distillate Capital ETFs

 

Letters to Shareholders
March 31, 2022 (Unaudited)
(Continued)

 

Must be preceded or accompanied by a prospectus.

 

Investing involves risk. Principal loss is possible. The Fund has the same risks as the underlying securities traded on the exchange throughout the day. Redemptions are limited and often commissions are charged on each trade, and ETFs may trade at a premium or discount to their NAV. As with all index funds, the performance of the Fund and its Index may differ. Must be preceded or accompanied by a prospectus. Investing involves risk. Principal loss is possible. Redemptions are limited and often commissions are charged on each trade, and ETFs may trade at a premium or discount to their NAV. As with all index funds, the performance of the Fund and its Index may differ from each other for a variety of reasons. For example, the Fund incurs operating expenses and portfolio transaction costs not incurred by the Index. In addition, the Fund may not be fully invested in the securities of the Index at all times or may hold securities not included in the Index. The Fund is not actively managed and may be affected by a general decline in market segments related to the index. Unlike mutual funds, ETFs may trade at a premium or discount to their NAV.

 

Distillate U.S. Fundamental Stability & Value Index – The Index seeks to include the most fundamentally stable and most undervalued stocks from a starting universe of around 500 of the largest U.S. companies. The Index is constructed using objective, rules-based selection criteria based on Distillate Capital’s proprietary fundamental measures of valuation and quality. The Index is rebalanced quarterly and holds approximately 100 securities.

 

Distillate International Fundamental Stability & Value Index – The Index seeks to include the most fundamentally stable and most undervalued stocks from a starting universe of around 1400 of non-U.S. companies in developed & emerging markets. The Index is constructed using objective, rules-based selection criteria based on Distillate Capital’s proprietary fundamental measures of valuation and quality. The Index is rebalanced quarterly and holds approximately 100 securities.

 

Standard & Poor’s 500 (S&P 500®) Index – An index of 500 stocks chosen for market size, liquidity and industry grouping, among other factors. The S&P 500® is designed to be a leading indicator of U.S. equities and is meant to reflect the risk/return characteristics of the large cap universe.

 

Morningstar Global Markets ex-US NR Index – This index measures the performance of the stocks located in the developed and emerging countries across the world (excluding the United States) as defined by Morningstar. Stocks in the index are weighted by their float capital, which removes corporate cross ownership, government holdings and other locked-in shares.

 

Price to Book Value – a traditional valuation measure that compares a company’s market price to its balance sheet book value. For example, this can be calculated by dividing a company’s stock price by its book value per share.

 

Cash Flow – the amount of cash generated by a business in a given period, commonly calculated by adding depreciation & amortization to net income in the period, less any increase in working capital. This calculation reflects operating cash flow. The term also often refers to free cash flow.

 

Past performance is not a guarantee of future results.

 

Fund holdings are subject to change and are not a recommendation to buy or sell any security. For a complete listing of Fund holdings, see the Schedules of Investments.

 

Distillate U.S. Fundamental Stability & Value ETF and Distillate International Fundamental Stability & Value ETF are distributed by Quasar Distributors, LLC.

 

You cannot invest directly in an index.

 

3

 

 

Distillate Capital ETFs

 

Portfolio Allocations
As of March 31, 2022 (Unaudited)

 

Distillate U.S. Fundamental Stability & Value ETF

 

Sector

Percentage of
Net Assets

Consumer, Non-cyclical (a)

33.5%

Industrial

17.1

Consumer, Cyclical

16.6

Technology

15.5

Communications

7.7

Financial

5.2

Basic Materials

3.2

Energy

1.2

Short-Term Investments (b)

0.0

Other Assets in Excess of Liabilities (b)

0.0

Total

100.0%

 

Distillate International Fundamental Stability & Value ETF

 

Sector

Percentage of
Net Assets

Consumer, Non-cyclical

18.1%

Industrial

17.9

Consumer, Cyclical

14.5

Technology

14.4

Communications

14.3

Basic Materials

13.2

Energy

6.3

Financial

0.8

Other Assets in Excess of Liabilities

0.3

Short-Term Investments

0.2

Total

100.0%

 

(a)

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.

(b)

Represents less than 0.05% of net assets.

 

4

 

 

Distillate U.S. Fundamental Stability & Value ETF

 

Schedule of Investments
March 31, 2022 (Unaudited)

 

 

Shares

 

Security Description

 

Value

 
       

COMMON STOCKS — 100.0%

       
       

Basic Materials — 3.2%

       
    34,081  

Celanese Corporation

  $ 4,869,152  
    46,252  

Eastman Chemical Company

    5,182,999  
    34,596  

PPG Industries, Inc.

    4,534,498  
    61,739  

Westlake Chemical Corporation

    7,618,593  
              22,205,242  
       

Communications — 7.7%

       
    4,979  

Alphabet, Inc. - Class A (a)

    13,848,342  
    200,223  

Cisco Systems, Inc.

    11,164,434  
    256,109  

Comcast Corporation - Class A

    11,991,023  
    157,147  

Corning, Inc.

    5,800,296  
    21,667  

F5, Inc. (a)

    4,527,320  
    80,081  

Omnicom Group, Inc.

    6,797,275  
              54,128,690  
       

Consumer, Cyclical — 16.6%

       
    22,692  

Advance Auto Parts, Inc.

    4,696,336  
    3,011  

AutoZone, Inc. (a)

    6,156,230  
    121,131  

BorgWarner, Inc.

    4,711,996  
    28,278  

Cummins, Inc.

    5,800,101  
    14,318  

Deckers Outdoor Corporation (a)

    3,919,839  
    52,999  

Hasbro, Inc.

    4,341,678  
    33,778  

Home Depot, Inc.

    10,110,769  
    93,501  

LKQ Corporation

    4,245,880  
    37,773  

Lowe’s Companies, Inc.

    7,637,323  
    8,523  

O’Reilly Automotive, Inc. (a)

    5,837,914  
    68,205  

PACCAR, Inc.

    6,006,814  
    47,691  

Polaris, Inc.

    5,022,816  
    52,122  

Ross Stores, Inc.

    4,714,956  
    33,012  

Target Corporation

    7,005,807  
    91,932  

TJX Companies, Inc.

    5,569,241  
    144,963  

Walgreens Boots Alliance, Inc.

    6,489,993  
    99,057  

Walmart, Inc.

    14,751,568  
    32,735  

Williams-Sonoma, Inc.

    4,746,575  
    16,221  

Vail Resorts, Inc.

    4,221,840  
              115,987,676  
                 

 

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

 

5

 

 

Distillate U.S. Fundamental Stability & Value ETF

 

Schedule of Investments
March 31, 2022 (Unaudited) (Continued)

 

 

Shares

 

Security Description

 

Value

 
       

COMMON STOCKS — 100.0% (Continued)

       
       

Consumer, Non-cyclical — 33.5% (b)

       
    124,749  

AbbVie, Inc.

  $ 20,223,060  
    44,186  

Amgen, Inc.

    10,685,059  
    19,375  

Anthem, Inc.

    9,517,388  
    27,883  

Becton Dickinson and Company

    7,416,878  
    28,398  

Biogen, Inc. (a)

    5,980,619  
    63,172  

Booz Allen Hamilton Holding Corporation

    5,549,028  
    41,047  

Cigna Corporation

    9,835,272  
    76,767  

Colgate-Palmolive Company

    5,821,242  
    105,836  

CVS Health Corporation

    10,711,662  
    76,880  

Darling Ingredients, Inc. (a)

    6,179,614  
    25,207  

FleetCor Technologies, Inc. (a)

    6,278,055  
    31,173  

HCA Healthcare, Inc.

    7,812,577  
    70,170  

Henry Schein, Inc. (a)

    6,118,122  
    52,625  

Horizon Therapeutics plc (a)

    5,536,676  
    40,278  

J.M. Smucker Company

    5,454,044  
    106,656  

Johnson & Johnson

    18,902,643  
    136,312  

Kroger Company

    7,820,219  
    19,030  

Laboratory Corporation of America Holdings (a)

    5,017,450  
    28,416  

McKesson Corporation

    8,698,990  
    112,903  

Philip Morris International, Inc.

    10,606,108  
    79,367  

Procter & Gamble Company

    12,127,278  
    47,507  

Robert Half International, Inc.

    5,424,349  
    76,280  

Sysco Corporation

    6,228,262  
    69,305  

Tyson Foods, Inc. - Class A

    6,211,807  
    17,616  

United Rentals, Inc. (a)

    6,257,379  
    33,514  

UnitedHealth Group, Inc.

    17,091,135  
    30,380  

Vertex Pharmaceuticals, Inc. (a)

    7,928,269  
              235,433,185  
       

Energy — 1.2%

       
    59,465  

Diamondback Energy, Inc.

    8,151,462  
       

Financial — 5.2%

       
    21,395  

Aon plc - Class A

    6,966,854  
    35,302  

Arthur J. Gallagher & Company

    6,163,729  
    8,663  

BlackRock, Inc.

    6,620,005  
    77,220  

Brown & Brown, Inc.

    5,580,689  

 

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

 

6

 

 

Distillate U.S. Fundamental Stability & Value ETF

 

Schedule of Investments
March 31, 2022 (Unaudited) (Continued)

 

 

Shares

 

Security Description

 

Value

 
       

COMMON STOCKS — 100.0% (Continued)

       
       

Financial — 5.2% (Continued)

       
    54,401  

CBRE Group, Inc. - Class A (a)

  $ 4,978,780  
    33,956  

LPL Financial Holdings, Inc.

    6,203,082  
              36,513,139  
       

Industrial — 17.1%

       
    45,681  

3M Company

    6,800,987  
    39,870  

Allegion plc

    4,376,929  
    187,650  

CSX Corporation

    7,027,493  
    41,602  

Expeditors International of Washington, Inc.

    4,291,662  
    50,442  

Fortune Brands Home & Security, Inc.

    3,746,832  
    33,106  

General Dynamics Corporation

    7,984,505  
    39,154  

Honeywell International, Inc.

    7,618,585  
    76,337  

II-VI, Inc. (a)

    5,533,669  
    88,043  

Knight-Swift Transportation Holdings, Inc.

    4,442,650  
    23,827  

Lockheed Martin Corporation

    10,517,238  
    26,844  

Middleby Corporation (a)

    4,400,805  
    16,850  

Northrop Grumman Corporation

    7,535,657  
    61,222  

Owens Corning

    5,601,813  
    19,699  

Parker-Hannifin Corporation

    5,589,788  
    39,340  

Packaging Corporation of America

    6,141,367  
    25,792  

Snap-on, Inc.

    5,299,740  
    31,364  

Stanley Black & Decker, Inc.

    4,384,374  
    18,942  

TopBuild Corporation (a)

    3,435,889  
    34,212  

Union Pacific Corporation

    9,347,061  
    130,744  

WestRock Company

    6,148,890  
              120,225,934  
       

Technology — 15.5%

       
    99,768  

Activision Blizzard, Inc.

    7,992,415  
    71,684  

Amdocs, Ltd.

    5,893,142  
    53,042  

Applied Materials, Inc.

    6,990,936  
    18,328  

Broadcom, Inc.

    11,540,775  
    59,840  

Cerner Corporation

    5,598,630  
    69,400  

Cognizant Technology Solutions Corporation - Class A

    6,223,098  
    68,195  

Fidelity National Information Services, Inc.

    6,848,142  
    14,914  

KLA Corporation

    5,459,419  
    10,004  

Lam Research Corporation

    5,378,250  

 

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

 

7

 

 

Distillate U.S. Fundamental Stability & Value ETF

 

Schedule of Investments
March 31, 2022 (Unaudited) (Continued)

 

 

Shares

 

Security Description

 

Value

 
       

COMMON STOCKS — 100.0% (Continued)

       
       

Technology — 15.5% (Continued)

       
    71,073  

Microchip Technology, Inc.

  $ 5,340,425  
    83,047  

Micron Technology, Inc.

    6,468,531  
    60,827  

NetApp, Inc.

    5,048,641  
    36,583  

Qorvo, Inc. (a)

    4,539,950  
    37,325  

Skyworks Solutions, Inc.

    4,974,676  
    70,693  

SS&C Technologies Holdings, Inc.

    5,303,389  
    46,166  

Texas Instruments, Inc.

    8,470,538  
    56,364  

VMware, Inc. - Class A

    6,418,169  
              108,489,126  
       

TOTAL COMMON STOCKS (Cost $673,239,347)

    701,134,454  
                 
       

SHORT-TERM INVESTMENTS — 0.0% (c)

       
    269,366  

First American Government Obligations Fund - Class X, 0.19% (d)

    269,366  
       

TOTAL SHORT-TERM INVESTMENTS (Cost $269,366)

    269,366  
       

TOTAL INVESTMENTS — 100.0% (Cost $673,508,713)

    701,403,820  
       

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

    287,455  
       

NET ASSETS — 100.0%

  $ 701,691,275  

 

Percentages are stated as a percent of net assets. 

(a)

Non-income producing security.

(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)

Represents less than 0.05% of net assets.

(d)

Rate shown is the annualized seven-day yield as of March 31, 2022.

 

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

 

8

 

 

Distillate International Fundamental Stability & Value ETF

 

Schedule of Investments
March 31, 2022 (Unaudited)

 

 

Shares

 

Security Description

 

Value

 
       

COMMON STOCKS — 99.5%

       
       

Australia — 4.0%

       
    60,808  

Aurizon Holdings, Ltd.

  $ 168,499  
    52,925  

Evolution Mining, Ltd.

    174,873  
    27,040  

Northern Star Resources, Ltd.

    218,083  
    8,375  

Sonic Healthcare, Ltd.

    223,141  
    58,840  

Tabcorp Holdings, Ltd.

    235,952  
              1,020,548  
       

Brazil — 1.4%

       
    44,438  

JBS SA

    350,589  
       

Canada — 9.3%

       
    8,167  

Agnico Eagle Mines, Ltd.

    500,147  
    38,369  

B2Gold Corporation

    176,114  
    2,916  

CGI, Inc. (a)

    232,500  
    2,948  

Magna International, Inc.

    189,586  
    4,801  

Open Text Corporation

    203,756  
    11,857  

SSR Mining, Inc.

    258,015  
    2,011  

TFI International, Inc.

    214,375  
    6,829  

Tourmaline Oil Corporation

    314,920  
    5,517  

Wheaton Precious Metals Corporation

    262,588  
              2,352,001  
       

China — 7.9%

       
    65,500  

Anhui Conch Cement Company, Ltd. - H Shares

    337,060  
    19,150  

Baidu, Inc. (a) - Class A

    346,008  
    168,000  

China Feihe, Ltd. (b)

    166,468  
    3,132,000  

China Tower Corporation, Ltd. - H Shares (b)

    351,937  
    18,200  

NetEase, Inc.

    334,188  
    133,000  

Weichai Power Company, Ltd. - H Shares

    210,249  
    138,200  

Xiaomi Corporation - Class B (a) (b)

    245,998  
              1,991,908  
       

Czech Republic — 0.8%

       
    27,502  

Avast plc (b)

    204,952  
       

Denmark — 0.8%

       
    2,050  

Pandora AS

    198,581  
       

France — 6.3%

       
    1,716  

Arkema SA

    207,636  
    1,252  

Capgemini SE

    282,089  

 

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

 

9

 

 

Distillate International Fundamental Stability & Value ETF

 

Schedule of Investments
March 31, 2022 (Unaudited) (Continued)

 

 

Shares

 

Security Description

 

Value

 
       

COMMON STOCKS — 99.5% (Continued)

       
       

France — 6.3% (Continued)

       
    1,656  

Cie Generale des Etablissements Michelin SCA

  $ 226,540  
    2,091  

Legrand SA

    200,966  
    3,610  

Publicis Groupe SA

    221,960  
    1,976  

Schneider Electric SE

    334,537  
    5,991  

Valeo SA

    111,686  
              1,585,414  
       

Germany — 2.5%

       
    1,044  

Adidas AG

    246,143  
    9,487  

Siemens Energy AG

    218,713  
    10,880  

TeamViewer AG (a) (b)

    163,002  
              627,858  
       

Hong Kong — 3.1%

       
    100,000  

Geely Automobile Holdings, Ltd.

    157,826  
    277,000  

Sino Biopharmaceutical, Ltd.

    172,961  
    67,000  

SITC International Holdings Company, Ltd.

    237,410  
    89,000  

Xinyi Glass Holdings, Ltd.

    215,926  
              784,123  
       

Indonesia — 2.3%

       
    1,263,600  

Adaro Energy Indonesia Tbk PT

    236,664  
    1,108,900  

Telkom Indonesia Persero Tbk PT

    353,613  
              590,277  
       

Ireland — 0.8%

       
    2,524  

DCC plc

    196,935  
       

Italy — 0.7%

       
    3,658  

Recordati Industria Chimica e Farmaceutica SpA

    185,757  
       

Japan — 19.5%

       
    8,200  

Ajinomoto Company, Inc.

    234,768  
    18,600  

Astellas Pharma, Inc.

    292,849  
    6,500  

Bridgestone Corporation

    254,805  
    11,200  

CyberAgent, Inc.

    140,813  
    600  

Disco Corporation

    170,051  
    14,000  

KDDI Corporation

    461,957  
    4,300  

Koito Manufacturing Company, Ltd.

    176,251  
    8,300  

MINEBEA MITSUMI, Inc.

    184,224  
    3,900  

Murata Manufacturing Company, Ltd.

    260,814  

 

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

 

10

 

 

Distillate International Fundamental Stability & Value ETF

 

Schedule of Investments
March 31, 2022 (Unaudited) (Continued)

 

 

Shares

 

Security Description

 

Value

 
       

COMMON STOCKS — 99.5% (Continued)

       
       

Japan — 19.5% (Continued)

       
    13,300  

Nexon Company, Ltd.

  $ 321,282  
    22,500  

Nippon Telegraph & Telephone Corporation

    657,157  
    3,500  

Nissan Chemical Corporation

    208,486  
    4,200  

Otsuka Corporation

    150,352  
    8,200  

Pigeon Corporation

    145,455  
    3,700  

Secom Company, Ltd.

    270,333  
    1,900  

Shin-Etsu Chemical Company, Ltd.

    294,138  
    4,100  

Shionogi & Company, Ltd.

    254,361  
    3,800  

Trend Micro, Inc.

    224,165  
    4,100  

Yakult Honsha Company, Ltd.

    220,243  
              4,922,504  
       

Mexico — 2.3%

       
    96,427  

Grupo Mexico SAB de CV - Series B

    574,200  
       

Netherlands — 3.9%

       
    2,933  

BE Semiconductor Industries NV

    254,087  
    2,162  

Euronext NV (b)

    198,938  
    7,595  

Koninklijke Ahold Delhaize NV

    246,037  
    2,621  

Wolters Kluwer NV

    281,650  
              980,712  
       

Norway — 1.9%

       
    6,464  

Aker BP ASA

    244,396  
    16,844  

Telenor ASA

    244,165  
              488,561  
       

Republic of Korea — 7.8%

       
    1,125  

Hyundai Glovis Company, Ltd.

    178,674  
    731  

LG Innotek Company, Ltd.

    233,404  
    447  

NCSoft Corporation

    172,412  
    2,545  

Samsung C&T Corporation

    239,371  
    496  

Samsung Electronics Company, Ltd. - GDR

    703,824  
    4,403  

SK Hynix, Inc.

    428,657  
              1,956,342  
       

Spain — 1.2%

       
    13,190  

Industria de Diseno Textil SA

    290,287  
       

Sweden — 6.8%

       
    6,935  

Alfa Laval AB

    242,071  

 

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

 

11

 

 

Distillate International Fundamental Stability & Value ETF

 

Schedule of Investments
March 31, 2022 (Unaudited) (Continued)

 

 

Shares

 

Security Description

 

Value

 
       

COMMON STOCKS — 99.5% (Continued)

       
       

Sweden — 6.8% (Continued)

       
    9,580  

Assa Abloy AB - Class B

  $ 262,028  
    5,424  

Boliden AB

    278,260  
    7,595  

Essity AB - Class B

    181,086  
    17,367  

H & M Hennes & Mauritz AB - Class B

    235,141  
    7,630  

Lundin Energy AB

    326,916  
    26,252  

Swedish Match AB

    199,663  
              1,725,165  
       

Switzerland — 3.1%

       
    15,711  

Roche Holding AG - ADR

    776,281  
       

Taiwan — 2.1%

       
    61,000  

ASE Technology Holding Company, Ltd.

    220,355  
    35,000  

Micro-Star International Company, Ltd.

    158,805  
    10,000  

Realtek Semiconductor Corporation

    150,254  
              529,414  
       

Thailand — 2.1%

       
    36,600  

Advanced Info Service pcl - NVDR

    256,475  
    241,100  

PTT pcl - NVDR

    279,168  
              535,643  
       

United Kingdom — 8.9%

       
    10,097  

Associated British Foods plc

    220,951  
    24,372  

B&M European Value Retail SA

    171,422  
    6,476  

Bunzl plc

    253,071  
    8,842  

Burberry Group plc

    194,885  
    39,682  

DS Smith plc

    168,289  
    80,100  

JD Sports Fashion plc

    156,351  
    8,697  

Mondi plc

    170,791  
    2,190  

Next plc

    173,931  
    6,005  

Persimmon plc

    170,069  
    31,948  

Royal Mail plc

    138,392  
    9,409  

Unilever plc - ADR

    428,768  
              2,246,920  
       

TOTAL COMMON STOCKS (Cost $26,179,165)

    25,114,972  

 

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

 

12

 

 

Distillate International Fundamental Stability & Value ETF

 

Schedule of Investments
March 31, 2022 (Unaudited) (Continued)

 

 

Shares

 

Security Description

 

Value

 
       

SHORT-TERM INVESTMENTS — 0.2%

       
    46,052  

First American Government Obligations Fund - Class X, 0.19% (c)

  $ 46,052  
       

TOTAL SHORT-TERM INVESTMENTS (Cost $46,052)

    46,052  
       

TOTAL INVESTMENTS — 99.7% (Cost $26,225,217)

    25,161,024  
       

Other Assets in Excess of Liabilities — 0.3%

    83,364  
       

NET ASSETS — 100.0%

  $ 25,244,388  

 

Percentages are stated as a percent of net assets.

ADR

American Depositary Receipt.

GDR

Global Depositary Receipt.

NVDR

Non-voting Depositary Receipt.

(a)

Non-income producing security.

(b)

Security exempt from registration under Rule 144(a) and Regulation S of the Securities Act of 1933. Such securities are treated as liquid securities, according to the Fund’s liquidity guidelines. At March 31, 2022, the value of these securities amounted to $1,331,295 or 5.27% of net assets.

(c)

Rate shown is the annualized seven-day yield as of March 31, 2022.

 

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

 

13

 

 

Distillate Capital ETFs

 

Statements of Assets and Liabilities
March 31, 2022 (Unaudited)

 

   

Distillate
U.S.
Fundamental
Stability &
Value ETF

   

Distillate
International
Fundamental
Stability &
Value ETF

 

ASSETS

               

Investments in securities, at value *

  $ 701,403,820     $ 25,161,024  

Dividends and interest receivable

    510,968       94,994  

Foreign currency, at value*

          4  

Transaction fees receivable

    1        

Cash

    1        

Total assets

    701,914,790       25,256,022  
                 

LIABILITIES

               

Management fees payable

    223,515       11,634  

Total liabilities

    223,515       11,634  
                 

NET ASSETS

  $ 701,691,275     $ 25,244,388  
                 

Net Assets Consist of:

               

Paid-in capital

  $ 646,680,697     $ 28,023,743  

Total distributable earnings (accumulated deficit)

    55,010,578       (2,779,355 )

Net assets

  $ 701,691,275     $ 25,244,388  
                 

Net Asset Value:

               

Net assets

  $ 701,691,275     $ 25,244,388  

Shares outstanding ^

    15,775,000       1,050,000  

Net asset value, offering and redemption price per share

  $ 44.48     $ 24.04  
                 

* Identified cost:

               

Investments in securities

  $ 673,508,713     $ 26,225,217  

Foreign currency

          4  

 

^

No par value, unlimited number of shares authorized.

 

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

 

14

 

 

Distillate Capital ETFs

 

Statements of Operations
For the Six-Months Ended March 31, 2022 (Unaudited)

 

   

Distillate
U.S.
Fundamental
Stability &
Value ETF

   

Distillate
International
Fundamental
Stability &
Value ETF

 

INCOME

               

Dividends (1)

  $ 4,859,471     $ 245,951  

Interest

    123       13  

Total investment income

    4,859,594       245,964  
                 

EXPENSES

               

Management fees

    1,070,996       66,653  

Total expenses

    1,070,996       66,653  
                 

Net investment income (loss)

    3,788,598       179,311  
                 

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY

               

Net realized gain (loss) on:

               

Investments

    29,728,236       (1,300,601 )

Foreign currency

          6,055  

Change in unrealized appreciation (depreciation) on:

               

Investments

    2,571,326       201,855  

Foreign currency translation

          (591 )

Net realized and unrealized gain (loss) on investments and foreign currency

    32,299,562       (1,093,282 )

Net increase (decrease) in net assets resulting from operations

  $ 36,088,160     $ (913,971 )
                 

(1) Net of foreign withholding taxes

  $     $ 33,427  

 

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

 

15

 

 

Distillate U.S. Fundamental Stability & Value ETF

 

Statements of Changes in Net Assets

 

   

Six-Months
Ended
March 31,
2022
(Unaudited)

   

Year Ended
September 30,
2021

 

OPERATIONS

               

Net investment income (loss)

  $ 3,788,598     $ 3,382,979  

Net realized gain (loss) on investments

    29,728,236       45,221,198  

Change in unrealized appreciation (depreciation) on investments

    2,571,326       9,140,700  

Net increase (decrease) in net assets resulting from operations

    36,088,160       57,744,877  
                 

DISTRIBUTIONS TO SHAREHOLDERS

               

Net distributions to shareholders

    (3,732,881 )     (4,389,202 )

Total distributions to shareholders

    (3,732,881 )     (4,389,202 )
                 

CAPITAL SHARE TRANSACTIONS

               

Proceeds from shares sold

    459,465,878       325,456,397  

Payments for shares redeemed

    (163,904,195 )     (184,392,967 )

Transaction fees (Note 6)

    3        

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

    295,561,686       141,063,430  

Net increase (decrease) in net assets

  $ 327,916,965     $ 194,419,105  
                 

NET ASSETS

               

Beginning of period/year

  $ 373,774,310     $ 179,355,205  

End of period/year

  $ 701,691,275     $ 373,774,310  

 

(a)

A summary of capital share transactions is as follows:

 

   

Shares

   

Shares

 

Shares sold

    10,300,000       8,375,000  

Shares redeemed

    (3,650,000 )     (4,750,000 )

Net increase (decrease)

    6,650,000       3,625,000  

 

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

 

16

 

 

Distillate International Fundamental Stability & Value ETF

 

Statements of Changes in Net Assets

 

   

Six-Months
Ended
March 31,
2022
(Unaudited)

   

Period Ended
September 30,
2021
(1)

 

OPERATIONS

               

Net investment income (loss)

  $ 179,311     $ 424,666  

Net realized gain (loss) on investments and foreign currency

    (1,294,546 )     265,010  

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

    201,264       (1,266,118 )

Net increase (decrease) in net assets resulting from operations

    (913,971 )     (576,442 )
                 

DISTRIBUTIONS TO SHAREHOLDERS

               

Net distributions to shareholders

    (212,031 )     (353,200 )

Total distributions to shareholders

    (212,031 )     (353,200 )
                 

CAPITAL SHARE TRANSACTIONS

               

Proceeds from shares sold

    3,800,280       28,866,585  

Payments for shares redeemed

          (5,371,385 )

Transaction fees (Note 6)

    1,725       2,827  

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

    3,802,005       23,498,027  

Net increase (decrease) in net assets

  $ 2,676,003     $ 22,568,385  
                 

NET ASSETS

               

Beginning of period

  $ 22,568,385     $  

End of period

  $ 25,244,388     $ 22,568,385  

 

(a)

A summary of capital share transactions is as follows:

 

   

Shares

   

Shares

 

Shares sold

    150,000       1,100,000  

Shares redeemed

          (200,000 )

Net increase (decrease)

    150,000       900,000  

 

(1)

Fund commenced operations on December 14, 2020. The information presented is for the period from December 14, 2020 to September 30, 2021.

 

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

 

17

 

 

Distillate U.S. Fundamental Stability & Value ETF

 

Financial Highlights

For a capital share outstanding throughout the period/year

 

   

Six-Months
Ended
March 31,
2022

   

Year Ended September 30,

   

Period
Ended
September 30,

 
   

(Unaudited)

   

2021

   

2020

   

2019 (1)

 

Net asset value, beginning of period/year

  $ 40.96     $ 32.61     $ 27.86     $ 25.00  
                                 

INCOME (LOSS) FROM INVESTMENT OPERATIONS:

                               

Net investment income (loss) (2)

    0.30       0.46       0.44       0.38  

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

    3.49       8.51       4.61       2.58  

Total from investment operations

    3.79       8.97       5.05       2.96  
                                 

DISTRIBUTIONS TO SHAREHOLDERS:

                               

Distributions from:

                               

Net investment income

    (0.27 )     (0.62 )     (0.30 )     (0.10 )

Total distributions to shareholders

    (0.27 )     (0.62 )     (0.30 )     (0.10 )
                                 

CAPITAL SHARE TRANSACTIONS

                               

Transaction fees (Note 6)

    0.00 (4)                   
                                 

Net asset value, end of period/year

  $ 44.48     $ 40.96     $ 32.61     $ 27.86  
                                 

Total return

    9.26 %(5)     27.68 %     18.20 %     11.93 %(5)
                                 

SUPPLEMENTAL DATA:

                               

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

  $ 701,691     $ 373,774     $ 179,355     $ 43,874  
                                 

RATIOS TO AVERAGE NET ASSETS:

                               

Expenses to average net assets

    0.39 %(6)     0.39 %     0.39 %     0.39 %(6)

Net investment income (loss) to average net assets

    1.38 %(6)     1.17 %     1.45 %     1.55 %(6)

Portfolio turnover rate (7)

    28 %(5)     73 %     58 %     69 %(5)

 

(1)

Commencement of operations on October 23, 2018.

(2)

Calculated based on average shares outstanding during the period/year.

(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 Statements 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.

 

18

 

 

Distillate International Fundamental Stability & Value ETF

 

Financial Highlights

For a capital share outstanding throughout the period

 

   

Six-Months
Ended
March 31,
2022
(Unaudited)

   

Period
Ended
September 30,
2021
(1)

 

Net asset value, beginning of period

  $ 25.08     $ 25.05  
                 

INCOME (LOSS) FROM INVESTMENT OPERATIONS:

               

Net investment income (loss) (2)

    0.18       0.59  

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

    (1.00 )     (0.12 )

Total from investment operations

    (0.82 )     0.47  
                 

DISTRIBUTIONS TO SHAREHOLDERS:

               

Distributions from:

               

Net investment income

    (0.22 )     (0.44 )

Total distributions to shareholders

    (0.22 )     (0.44 )
                 

CAPITAL SHARE TRANSACTIONS

               

Transaction fees (Note 6) (4)

    0.00       0.00  
                 

Net asset value, end of period

  $ 24.04     $ 25.08  
                 

Total return

    -3.29 %(5)     1.78 %(5)
                 

SUPPLEMENTAL DATA:

               

Net assets at end of period (000’s)

  $ 25,244     $ 22,568  
                 

RATIOS TO AVERAGE NET ASSETS:

               

Expenses to average net assets

    0.55 %(6)     0.55 %(6)

Net investment income (loss) to average net assets

    1.48 %(6)     2.78 %(6)

Portfolio turnover rate (7)

    39 %(5)     57 %(5)

 

(1)

Commencement of operations on December 14, 2020.

(2)

Calculated based on average shares outstanding during the period.

(3)

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

 

19

 

 

Distillate Capital ETFs

 

Notes to Financial Statements

March 31, 2022 (Unaudited)

 

NOTE 1 – ORGANIZATION

 

Distillate U.S. Fundamental Stability & Value ETF is a diversified series and Distillate International Fundamental Stability & Value ETF is a non-diversified series (individually each a “Fund” or collectively the “Funds”) of ETF Series Solutions (“ESS” or the “Trust”), an open-end management investment company consisting of multiple investment series, organized as a Delaware statutory trust on February 9, 2012. The Trust is registered with the U.S. Securities and Exchange Commission (“SEC”) under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company and the offering of the Funds’ shares is registered under the Securities Act of 1933, as amended (the “Securities Act”). The investment objective of the Distillate U.S. Fundamental Stability & Value ETF is to track the performance, before fees and expenses, of the Distillate U.S. Fundamental Stability & Value Index. The investment objective of the Distillate International Fundamental Stability & Value ETF is to track the performance, before fees and expenses, of the Distillate International Fundamental Stability & Value Index. Distillate U.S. Fundamental Stability & Value ETF commenced operations on October 23, 2018, and Distillate International Fundamental Stability & Value ETF commenced operations on December 14, 2020.

 

The end of the reporting period for the Funds is March 31, 2022, and the period covered by these Notes to Financial Statements is the six-month period ended March 31, 2022 (the “current fiscal period”).

 

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

 

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

 

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

 

 

A.

Security Valuation. All equity securities, including domestic and foreign common stocks, preferred stocks and exchange traded funds that are traded on a national securities exchange, except those listed on the Nasdaq Global Market®, Nasdaq Global Select Market® and the Nasdaq Capital Market® exchanges (collectively, “Nasdaq”) are valued at the last reported sale price on the exchange on which the security is principally traded. Securities traded on Nasdaq will be valued at the Nasdaq Official Closing Price (“NOCP”). If, on a particular day, an exchange-traded or Nasdaq security does not trade, then the mean between the most recent quoted bid and asked prices will be used. All equity securities that are not traded on a listed exchange are valued at

 

20

 

 

Distillate Capital ETFs

 

NOTES TO FINANCIAL STATEMENTS
March 31, 2022 (Unaudited) (Continued)

 

the last sale price in the over-the-counter market. If a non-exchange traded security does not trade on a particular day, then the mean between the last quoted closing bid and asked price will be used. Prices denominated in foreign currencies are converted to U.S. dollar equivalents at the current exchange rate, which approximates fair value.

 

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

 

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

 

As described above, the Funds utilize various methods to measure the fair value of their investments on a recurring basis. U.S. GAAP establishes a hierarchy that prioritizes inputs to valuation 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.

 

21

 

 

Distillate Capital ETFs

 

NOTES TO FINANCIAL STATEMENTS
March 31, 2022 (Unaudited) (Continued)

 

To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.

 

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

 

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

 

Distillate U.S. Fundamental Stability & Value ETF

Assets(1)

 

Level 1

   

Level 2

   

Level 3

   

Total

 

Common Stocks

  $ 701,134,454     $     $     $ 701,134,454  

Short-Term Investments

    269,366                   269,366  

Total Investments in Securities

  $ 701,403,820     $     $     $ 701,403,820  

 

Distillate International Fundamental Stability & Value ETF

Assets(2)

 

Level 1

   

Level 2

   

Level 3

   

Total

 

Common Stocks

  $ 25,114,972     $     $     $ 25,114,972  

Short-Term Investments

    46,052                   46,052  

Total Investments in Securities

  $ 25,161,024     $     $     $ 25,161,024  

 

(1)

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

(2)

See Schedule of Investments for breakout of investments by country classifications.

 

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. The Funds plan to file U.S. Federal and various state and local tax returns.

 

22

 

 

Distillate Capital ETFs

 

NOTES TO FINANCIAL STATEMENTS
March 31, 2022 (Unaudited) (Continued)

 

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 expense in the Statements of Operations. During the current fiscal period, the Funds did not incur any interest or penalties.

 

 

C.

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 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 securities 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.

 

 

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. Non-cash dividends included in dividend income or separately disclosed, if any, are recorded at the fair value of the security received. Interest income is recorded on an accrual basis. Withholding taxes on foreign dividends, if any, have been provided for in accordance with the Funds’ understanding of the applicable tax rules and regulations.

 

23

 

 

Distillate Capital ETFs

 

NOTES TO FINANCIAL STATEMENTS
March 31, 2022 (Unaudited) (Continued)

 

 

E.

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

 

 

F.

Use of Estimates. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the current fiscal period. Actual results could differ from those estimates.

 

 

G.

Share Valuation. The NAV per share of each Fund is calculated by dividing the sum of the value of the securities held by each Fund, plus cash and other assets, minus all liabilities (including estimated accrued expenses) by the total number of outstanding shares of 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 the Fund’s NAV per share.

 

 

H.

Guarantees and Indemnifications. In the normal course of business, the Funds enters 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 expects the risk of loss to be remote.

 

 

I.

Reclassification of Capital Accounts. U.S. GAAP requires that certain components of net assets relating to permanent differences be reclassified between financial and tax reporting. These reclassifications have no effect on net assets or NAV per share and primarily relate to redemptions in-kind. During the fiscal year ended September 30, 2021, the following table shows the reclassifications made:

 

   

Distributable
Earnings
(Accumulated
Deficit)

   

Paid-In
Capital

 

Distillate U.S. Fundamental Stability & Value ETF

  $ (44,803,108 )   $ 44,803,108  

Distillate International Fundamental Stability & Value ETF

    (723,711 )     723,711  

 

24

 

 

Distillate Capital ETFs

 

NOTES TO FINANCIAL STATEMENTS
March 31, 2022 (Unaudited) (Continued)

 

During the fiscal year ended September 30, 2021, the Distillate U.S. Fundamental Stability & Value ETF realized $44,803,108 and the Distillate International Fundamental Stability & Value ETF realized $723,711 in net capital gains resulting from in-kind redemptions in which shareholders exchanged Fund shares for securities held by the Fund rather than for cash. Because such gains are not taxable to the Fund, and are not distributed to shareholders, they have been reclassified from distributable earnings (accumulated deficit) to paid-in capital.

 

 

J.

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

 

NOTE 3 – COMMITMENTS AND OTHER RELATED PARTY TRANSACTIONS

 

Distillate Capital Partners, LLC (the “Adviser”) serves as the investment adviser and index provider to the Funds. Pursuant to the Investment Advisory Agreement (“Advisory Agreement”), between the Trust, on behalf of the Funds, and the Adviser, the Adviser provides investment advice to the Funds and oversees the day-to-day operations of the Funds, subject to the direction and control of the Board and the officers of the Trust. Under the Advisory Agreement, the Adviser is responsible for arranging, in consultation with Vident Investment Advisory, LLC (the “Sub-Adviser”), transfer agency, custody, fund administration and accounting, and other related services necessary for the Funds to operate. Under the Advisory Agreement, the Adviser has agreed to pay all expenses of the Funds, 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. For services provided to the Funds, the Distillate U.S. Fundamental Stability & Value ETF pays the Adviser at an annual rate of 0.39% based on the Fund’s average daily net assets, and the Distillate International Fundamental Stability & Value ETF pays the Adviser at an annual rate of 0.55% based on the Fund’s average daily net assets. The Adviser is paid monthly, and the Adviser is responsible for paying the Sub-Adviser.

 

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

 

25

 

 

Distillate Capital ETFs

 

NOTES TO FINANCIAL STATEMENTS
March 31, 2022 (Unaudited) (Continued)

 

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 accountant. Fund Services also serves as the transfer agent and fund accountant to the Funds. U.S. Bank N.A. (the “Custodian”), an affiliate of Fund Services, serves as the Funds’ Custodian.

 

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

 

NOTE 4 – PURCHASES AND SALES OF SECURITIES

 

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

 

   

Purchases

   

Sales

 

Distillate U.S. Fundamental Stability & Value ETF

  $ 154,305,141     $ 155,063,589  

Distillate International Fundamental Stability & Value ETF

    10,121,655       9,519,200  

 

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

 

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

 

   

In-Kind
Purchases

   

In-Kind
Sales

 

Distillate U.S. Fundamental Stability & Value ETF

  $ 458,525,744     $ 162,058,497  

Distillate International Fundamental Stability & Value ETF

    3,153,196        

 

26

 

 

Distillate Capital ETFs

 

NOTES TO FINANCIAL STATEMENTS
March 31, 2022 (Unaudited) (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 September 30, 2021 were as follows:

 

   

Distillate
U.S.
Fundamental
Stability &
Value ETF

   

Distillate
International
Fundamental
Stability &
Value ETF

 

Tax cost of investments

  $ 350,213,925     $ 24,002,624  

Gross tax unrealized appreciation

    37,848,025       1,366,698  

Gross tax unrealized depreciation

    (14,360,120 )     (2,898,729 )

Net tax unrealized appreciation (depreciation)

    23,487,905       (1,532,031 )

Undistributed ordinary income

    119,919       70,782  

Undistributed long-term capital gain

           

Other accumulated gain (loss)

    (952,525 )     (192,104 )

Distributable earnings (accumulated deficit)

  $ 22,655,299     $ (1,653,353 )

 

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

 

A regulated investment company may elect for any taxable year to treat any portion of any qualified late year loss as arising on the first day of the next taxable year. Qualified late year losses are certain capital and ordinary losses which occur during the portion of the Fund’s taxable period subsequent to October 31 and December 31, respectively. For the taxable year ended September 30, 2021, the Distillate U.S. Fundamental Stability & Value ETF and Distillate International Fundamental Stability & Value ETF did not elect to defer any post-October capital losses or late-year ordinary losses.

 

As of September 30, 2021, the Funds had the following short-term capital loss carryforwards with no expiration date:

 

Distillate U.S. Fundamental Stability & Value ETF

  $ 952,525  

Distillate International Fundamental Stability & Value ETF

    192,034  

 

During the fiscal year ended September 30, 2021, the Distillate U.S. Fundamental Stability & Value ETF used $1,199,816 of short-term and $137,173 of long-term capital loss carryforward available as of September 30, 2020.

 

27

 

 

Distillate Capital ETFs

 

NOTES TO FINANCIAL STATEMENTS
March 31, 2022 (Unaudited) (Continued)

 

The tax character of distributions paid by the Funds during the year/period ended September 30, 2021 and September 30, 2020 were as follows:

 

   

Ordinary Income

 
   

Year/Period
Ended
September 30,
2021

   

Year Ended
September 30,
2020

 

Distillate U.S. Fundamental Stability & Value ETF

  $ 4,389,202     $ 579,630  

Distillate International Fundamental Stability & Value ETF

    353,200       N/A (1) 

 

(1)     Fund commenced operations on December 14, 2020.

 

NOTE 6 – SHARE TRANSACTIONS

 

Shares of the Funds 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 Funds issue and redeem shares on a continuous basis at NAV generally in blocks of 25,000 shares for the Distillate U.S. Fundamental Stability & Value ETF, and 50,000 shares for the Distillate International Fundamental Stability & Value ETF, 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. Most retail investors do not qualify as Authorized Participants nor have the resources to buy and sell whole Creation Units. Therefore, they are unable to purchase or redeem the shares directly from the 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 currently offer one class of shares, which have no front-end sales load, no deferred sales charge, and no redemption fee. A fixed transaction fee is imposed for the transfer and other transaction costs associated with the purchase or sale of Creation Units. The standard fixed transaction fee for the Distillate U.S. Fundamental Stability & Value ETF is $250, payable to the Custodian. The standard fixed transaction fee for the Distillate International Fundamental Stability & Value ETF is $500, payable to

 

28

 

 

Distillate Capital ETFs

 

NOTES TO FINANCIAL STATEMENTS
March 31, 2022 (Unaudited) (Continued)

 

the Custodian. The fixed transaction fee may be waived on certain orders if the Funds’ Custodian has determined to waive some or all the costs associated with the order or another party, such as the Adviser, has agreed to pay such fee. In addition, a variable fee may be charged on all cash transactions or substitutes for Creation Units of up to a maximum of 2% as a percentage of the value of the Creation Units subject to the transaction. Variable fees are imposed to compensate the Funds for the transaction costs associated with the cash transactions. 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. Shares of the Fund have equal rights and privileges.

 

NOTE 7 – RISKS

 

Sector Risk (U.S. Fund only). 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.

 

Foreign Securities Risk (International Fund only). Investments in non-U.S. securities involve certain risks that may not be present with investments in U.S. securities. For example, investments in non-U.S. securities may be subject to risk of loss due to foreign currency fluctuations or to political or economic instability. Investments in non-U.S. securities also may be subject to withholding or other taxes and may be subject to additional trading, settlement, custodial, and operational risks. These and other factors can make investments in the Fund more volatile and potentially less liquid than other types of investments. Companies in many foreign markets are not subject to the same degree of regulatory requirements, accounting standards or auditor oversight as companies in the U.S., and as a result, information about the securities in which the Fund invests may be less reliable or complete. Foreign markets often have less reliable securities valuations and greater risk associated with the custody of securities than the U.S. There may be significant obstacles to obtaining information necessary for investigations into or litigation against companies and shareholders may have limited legal remedies.

 

COVID-19 Risk. The 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 Funds 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.

 

29

 

 

Distillate Capital ETFs

 

Expense Examples

For the Six-Months Ended March 31, 2022 (Unaudited)

 

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

 

Actual Expenses

 

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

 

Hypothetical Example for Comparison Purposes

 

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

 

30

 

 

Distillate Capital ETFs

 

Expense ExampleS

For the Six-Months Ended March 31, 2022 (Unaudited) (Continued)

 

Distillate U.S. Fundamental Stability & Value ETF

 

Beginning
Account Value
October 1, 2021

Ending
Account Value
March 31, 2022

Expenses
Paid During
the Period
(1)

Actual

$ 1,000.00

$ 1,092.57

$2.03

Hypothetical (5% annual return before expenses)

$ 1,000.00

$ 1,022.99

$1.97

 

Distillate International Fundamental Stability & Value ETF

 

Beginning
Account Value
October 1, 2021

Ending
Account Value
March 31, 2022

Expenses
Paid During
the Period
(2)

Actual

$ 1,000.00

$ 967.10

$2.70

Hypothetical (5% annual return before expenses)

$ 1,000.00

$ 1,022.19

$2.77

 

(1)

The dollar amounts shown as expenses paid during the period are equal to the annualized expense ratio, 0.39%, multiplied by the average account value during the period, multiplied by 182/365, to reflect the one-half year period.

(2)

The dollar amounts shown as expenses paid during the period are equal to the annualized expense ratio, 0.55%, multiplied by the average account value during the period, multiplied by 182/365, to reflect the one-half year period.

 

31

 

 

Distillate Capital 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, 2021. 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.

 

32

 

 

Distillate Capital ETFs

 

Federal Tax Information

(Unaudited)

 

For the fiscal year ended September 30, 2021, certain dividends paid by the Funds may be subject to the maximum tax rate of 23.8%, as provided for by the Jobs and Growth Tax Relief Reconciliation Act of 2003.

 

The percentage of dividends declared from ordinary income designated as qualified dividend income was as follows:

 

Distillate U.S. Fundamental Stability & Value ETF

100.00%

Distillate International Fundamental Stability & Value ETF

100.00%

 

For corporate shareholders, the percentage of ordinary income distributions qualifying for the corporate dividends received deduction for the fiscal year ended September 30, 2021 was as follows:

 

Distillate U.S. Fundamental Stability & Value ETF

100.00%

Distillate International Fundamental Stability & Value 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 was as follows:

 

Distillate U.S. Fundamental Stability & Value ETF

0.00%

Distillate International Fundamental Stability & Value ETF

0.00%

 

Foreign 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 fiscal year ended September 30, 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

 

Distillate U.S. Fundamental Stability & Value ETF

  $     $     $  

Distillate International Stability & Value ETF

    49,279       0.05475431       100.00 %

 

 

33

 

 

Distillate Capital ETFs

 

FOREIGN Tax Credit Pass Through

(Unaudited) (Continued)

 

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 or the Funds’ website at https://distillatefunds.com. The Funds’ portfolio holdings are posted on their website at https://distillatefunds.com daily.

 

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 https://distillatefunds.com.

 

When available, 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.

 

Information About the Funds’ Trustees
(Unaudited)

 

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

 

34

 

 

Distillate Capital ETFs

 

Frequency Distribution of Premiums and Discounts

(Unaudited)

 

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

 

35

 

 

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Adviser and Index Provider

Distillate Capital Partners, LLC
53 West Jackson Blvd, Suite 530
Chicago, Illinois 60604

 

Sub-Adviser

Vident Investment Advisory, LLC
1125 Sanctuary Parkway, Suite 515
Alpharetta, Georgia 30009

 

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

 

Distillate U.S. Fundamental Stability & Value ETF

Symbol – DSTL
CUSIP – 26922A321

 

Distillate International Fundamental Stability & Value ETF

Symbol – DSTX
CUSIP – 26922B501