Roundhill Acquirers Deep Value ETF

Semi-Annual Report

February 28, 2023

Roundhill Acquirers Deep Value ETF
Ticker: DEEP

Roundhill Acquirers Deep Value ETF

TABLE OF CONTENTS

 

Page

Letter to Shareholders

1

Portfolio Allocation

3

Schedule of Investments

4

Statement of Assets and Liabilities

8

Statement of Operations

9

Statements of Changes in Net Assets

10

Financial Highlights

11

Notes to Financial Statements

13

Expense Example

21

Review of Liquidity Risk Management Program

22

Approval of Advisory Agreement & Board Considerations

23

Federal Tax Information

27

Information About Portfolio Holdings

27

Information About Proxy Voting

27

Information About the Trustees

28

Frequency Distribution of Premiums and Discounts

28

Roundhill Acquirers Deep Value ETF

Letter to Shareholders
(Unaudited)

Dear DEEP Shareholders,

Thank you for your investment in Roundhill Acquirers Deep Value ETF (the “Fund” or “DEEP”). The information presented in this report relates to the operations of DEEP for the six-month period from September 1, 2022 to February 28, 2023 (the “current fiscal period”).

As a reminder, the Fund seeks to provide investment results that, before fees and expenses, correspond to the total return performance of the Acquirers Deep Value Index (the “Index”). Acquirers recently changed the Index to a small and microcap value-based index from a large capitalization value-based index. Acquirers will apply the same deep-value philosophy to the small and microcap Index. Acquirers begins its investment process with the “acquirer’s multiple,” the measure financial acquirers such as activists and buyout firms use to find potential targets. Acquirers takes a holistic approach to valuation, examining assets, earnings, and cash flows, to understand the economic reality of each company. An important part of this process is a forensic-accounting diligence of the financial statements, particularly the notes and management’s discussion and analysis, to find information that may impact investment decisions.

The Fund seeks to hold deeply undervalued, high-quality, small and micro capitalization stocks. Small and micro-capitalization stocks with value and quality features rose over the reporting period as lower energy costs, and falling inflation saw a small recovery in economic activity. On a relative performance basis, the Index outperformed its benchmark, represented by the Russell 2000 Index.

Higher relative exposures to value and quality drove the Index’s outperformance. To maintain value and quality exposure, the Index tends to invest in smaller companies than the benchmark because value and small size tend to be related.

The Fund had positive performance during the current fiscal period. The market price for DEEP increased 9.08% and the NAV increased 8.89% while the S&P 500 ® Index, a broad market index, gained 1.26% over the same period. The Fund’s Index returned positive 9.41%.

For the current fiscal period, the best-performing constituents of the Fund were NVE Corporation (NVEC), Titan Machinery, Inc. (TITN) and Haverty Furniture Companies, Inc. (HVT).

For the current fiscal period, the worst-performing constituents of the Fund were Vanda Pharmaceuticals, Inc. (VNDA), SIGA Technologies, Inc. (SIGA) and Tupperware Brands Corporation (TUP).

1

Roundhill Acquirers Deep Value ETF

Letter to Shareholders (Continued)
(Unaudited)

The Fund began trading on September 22, 2014, with 1,200,000 outstanding shares as of February 28, 2023.

We appreciate your investment in Roundhill Acquirers Deep Value ETF.

Sincerely,

J. Garrett Stevens
Chief Executive Officer
Exchange Traded Concepts, Adviser to the Fund

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 net asset value. The Fund is non-diversified, meaning it may concentrate its assets in fewer individual holdings than a diversified fund. Therefore, the Fund is more exposed to individual stock volatility than a diversified fund. 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 net asset value.

Free Cash Flow – a measure of performance calculated as operating cash flow minus capital expenditures.

Acquirers Deep Value Index – The Index tracks the performance of a portfolio of 100 of the most undervalued, fundamentally strong stocks drawn from the smallest 75% of stocks listed in the United States by market capitalization meeting certain liquidity thresholds. The Index identifies potentially undervalued stocks by using The Acquirer’s Multiple ® , which is a valuation metric developed and published in 2014 by Tobias Carlisle, Managing Member of the Index Provider. The initial universe of stocks is then valued holistically—assets, earnings, and cash flows are examined—in accordance with the Index methodology to understand the economic reality of each stock. Each stock is then ranked on the basis of such valuation. Potential components are further evaluated using statistical measures of fraud, earnings manipulation, and financial distress. Each potential component is then examined for a margin of safety in three ways: (a) a wide discount to a conservative valuation, (b) a strong, liquid balance sheet, and (c) a robust business capable of generating free cash flows. Finally, a forensic-accounting due diligence review is performed, in accordance with the Index methodology, with respect to each remaining potential component’s financial statements, particularly with respect to the notes and management’s discussion and analysis. The Index is formed from the 100 highest ranked components that pass each stage. Each stock will be weighted to approximately 1% of the Index value at the time of each quarterly reconstitution of the Index.

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. You cannot invest directly in an index.

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 the Fund’s holdings please view the schedule of investments.

Roundhill Acquirers Deep Value ETF is distributed by Quasar Distributors, LLC.

2

Roundhill Acquirers Deep Value ETF

Portfolio Allocation
As of February 28, 2023 (Unaudited)

Sector

Percentage of
Net Assets

Consumer Discretionary (a)

30.3%

Industrials

22.1

Financials

13.0

Materials

11.2

Information Technology

6.3

Consumer Staples

5.0

Health Care

3.6

Communication Services

3.5

Energy

3.0

Real Estate

1.6

Short-Term Investments

0.3

Other Assets in Excess of Liabilities

0.1

 

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 the Notes to Financial Statements.

The Global Industry Classification Standard (GICS ® ) was developed by and/or is the 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.

3

Roundhill Acquirers Deep Value ETF

Schedule of Investments
February 28, 2023 (Unaudited)

 

Shares

 

Security Description

 

Value

 
       

COMMON STOCKS — 99.6%

       
       

Communication Services — 3.5%

       
    21,701  

AMC Networks, Inc. - Class A (a)

  $ 485,234  
    26,330  

Cargurus, Inc. (a)

    448,926  
    72,107  

Entravision Communications Corporation

    473,022  
              1,407,182  
       

Consumer Discretionary — 30.3% (b)

       
    42,342  

American Axle & Manufacturing Holdings, Inc. (a)

    372,610  
    5,230  

America’s Car-Mart, Inc. (a)

    444,341  
    36,197  

Big 5 Sporting Goods Corporation

    319,620  
    15,456  

Camping World Holdings, Inc. - Class A

    352,860  
    10,325  

Children’s Place, Inc. (a)

    432,308  
    80,741  

Container Store Group, Inc. (a)

    351,223  
    13,679  

Ethan Allen Interiors, Inc.

    404,214  
    14,525  

Green Brick Partners, Inc. (a)

    453,180  
    18,216  

Guess?, Inc.

    383,265  
    11,869  

Haverty Furniture Companies, Inc.

    447,936  
    5,716  

Hibbett, Inc.

    411,152  
    7,601  

Hovnanian Enterprises, Inc. - Class A (a)

    517,704  
    15,616  

La-Z-Boy, Inc.

    505,646  
    6,568  

Malibu Boats, Inc. - Class A (a)

    392,504  
    11,593  

MarineMax, Inc. (a)

    389,293  
    13,899  

MasterCraft Boat Holdings, Inc. (a)

    469,369  
    11,675  

Movado Group, Inc.

    404,188  
    5,883  

Patrick Industries, Inc.

    428,577  
    27,014  

Perdoceo Education Corporation (a)

    372,388  
    19,748  

PetMed Express, Inc.

    370,867  
    15,778  

Upbound Group, Inc.

    423,639  
    28,059  

Sally Beauty Holdings, Inc. (a)

    451,469  
    15,881  

Shoe Carnival, Inc.

    418,464  
    42,490  

Smith & Wesson Brands, Inc.

    464,841  
    6,954  

Sturm Ruger & Company, Inc.

    405,210  
    40,732  

Tilly’s, Inc. - Class A (a)

    353,554  
    84,097  

Tupperware Brands Corporation (a)

    344,798  
    1,516  

Winmark Corporation

    442,672  
    95,076  

WW International, Inc. (a)

    347,978  

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

4

Roundhill Acquirers Deep Value ETF

Schedule of Investments
February 28, 2023 (Unaudited) (Continued)

 

Shares

 

Security Description

 

Value

 
       

COMMON STOCKS — 99.6% (Continued)

       

Consumer Discretionary — 30.3% (b) (Continued)

       
    17,948  

Zumiez, Inc. (a)

  $ 417,470  
              12,293,340  
       

Consumer Staples — 5.0%

       
    25,937  

Herbalife Nutrition Ltd. (a)

    501,881  
    4,472  

John B Sanfilippo & Son, Inc.

    401,451  
    3,115  

Medifast, Inc.

    349,285  
    6,197  

Seneca Foods Corporation - Class A (a)

    344,553  
    7,032  

USANA Health Sciences, Inc. (a)

    427,405  
              2,024,575  
       

Energy — 3.0%

       
    7,994  

Natural Resource Partners LP - MLP

    452,540  
    85,279  

VAALCO Energy, Inc.

    399,959  
    7,087  

Vital Energy, Inc. (a)

    364,201  
              1,216,700  
       

Financials — 13.0%

       
    7,398  

AMERISAFE, Inc.

    403,487  
    13,010  

Bancorp, Inc. (a)

    450,016  
    1,998  

Diamond Hill Investment Group, Inc.

    348,851  
    9,990  

Donnelley Financial Solutions, Inc. (a)

    422,677  
    8,867  

Employers Holdings, Inc.

    393,783  
    21,844  

Green Dot Corporation - Class A (a)

    413,507  
    20,643  

PROG Holdings, Inc. (a)

    510,295  
    4,387  

Safety Insurance Group, Inc.

    353,987  
    8,568  

Stewart Information Services Corporation

    364,054  
    38,011  

Universal Insurance Holdings, Inc.

    734,753  
    22,097  

Waterstone Financial, Inc.

    355,762  
    5,868  

World Acceptance Corporation (a)

    547,836  
              5,299,008  
       

Health Care — 3.6%

       
    658  

Atrion Corporation

    373,744  
    9,525  

National Research Corporation

    430,149  
    47,834  

SIGA Technologies, Inc.

    327,663  
    51,461  

Vanda Pharmaceuticals, Inc. (a)

    331,409  
              1,462,965  

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

5

Roundhill Acquirers Deep Value ETF

Schedule of Investments
February 28, 2023 (Unaudited) (Continued)

 

Shares

 

Security Description

 

Value

 
       

COMMON STOCKS — 99.6% (Continued)

       

Industrials — 22.1%

       
    66,064  

ACCO Brands Corporation

  $ 374,583  
    10,195  

Argan, Inc.

    396,178  
    5,213  

BlueLinx Holdings, Inc. (a)

    439,925  
    22,231  

Deluxe Corporation

    409,940  
    7,411  

Eagle Bulk Shipping, Inc.

    483,716  
    16,300  

Ennis, Inc.

    354,525  
    18,253  

Euroseas, Ltd.

    351,553  
    15,655  

Global Industrial Company

    440,375  
    21,509  

Global Ship Lease, Inc. - Class A

    416,844  
    74,013  

GrafTech International, Ltd.

    418,173  
    13,029  

Heidrick & Struggles International, Inc.

    447,286  
    14,857  

Insteel Industries, Inc.

    441,996  
    36,414  

Interface, Inc.

    321,171  
    6,888  

Kforce, Inc.

    430,431  
    4,654  

Masonite International Corporation (a)

    413,275  
    5,444  

National Presto Industries, Inc.

    373,622  
    4,253  

Preformed Line Products Company

    379,219  
    13,623  

Proto Labs, Inc. (a)

    428,307  
    19,834  

Resources Connection, Inc.

    358,202  
    130,051  

Safe Bulkers, Inc.

    487,691  
    9,367  

Titan Machinery, Inc. (a)

    428,915  
    47,771  

Tutor Perini Corporation (a)

    387,423  
              8,983,350  
       

Information Technology — 6.3%

       
    18,858  

Ebix, Inc.

    327,752  
    8,427  

ePlus, Inc. (a)

    456,491  
    18,117  

Hackett Group, Inc.

    337,701  
    5,485  

NVE Corporation

    416,750  
    7,521  

PC Connection, Inc.

    329,420  
    22,056  

SMART Global Holdings, Inc. (a)

    368,335  
    10,378  

Ultra Clean Holdings, Inc. (a)

    330,643  
              2,567,092  

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

6

Roundhill Acquirers Deep Value ETF

Schedule of Investments
February 28, 2023 (Unaudited) (Continued)

 

Shares

 

Security Description

 

Value

 
       

COMMON STOCKS — 99.6% (Continued)

       

Materials — 11.2%

       
    9,327  

AdvanSix, Inc.

  $ 383,806  
    41,380  

FutureFuel Corporation

    362,075  
    9,558  

Hawkins, Inc.

    388,724  
    38,863  

Kronos Worldwide, Inc.

    438,763  
    11,281  

Olympic Steel, Inc.

    592,253  
    17,062  

Resolute Forest Products, Inc. (a)

    373,999  
    12,086  

Ryerson Holding Corporation

    434,250  
    44,136  

SunCoke Energy, Inc.

    419,733  
    13,555  

TriMas Corporation

    406,515  
    15,818  

Trinseo plc

    366,661  
    16,578  

Valhi, Inc.

    392,733  
              4,559,512  
       

Real Estate — 1.6%

       
    50,487  

Anywhere Real Estate, Inc. (a)

    292,320  
    10,672  

Marcus & Millichap, Inc.

    366,796  
              659,116  
       

TOTAL COMMON STOCKS (Cost $38,210,133)

    40,472,840  
                 
       

SHORT-TERM INVESTMENTS — 0.3%

       
    131,492  

First American Treasury Obligations Fund, Class X — 4.47% (c)

    131,492  
       

TOTAL SHORT-TERM INVESTMENTS (Cost $131,492)

    131,492  
       

TOTAL INVESTMENTS — 99.9% (Cost $38,341,625)

    40,604,332  
       

Other Assets in Excess of Liabilities — 0.1%

    41,098  
       

NET ASSETS — 100.0%

  $ 40,645,430  

Percentages are stated as a percent of net assets.

MLP

Master Limited Partnership

(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 the Notes to Financial Statements.

(c)

Rate shown is the annualized seven-day yield as of February 28, 2023.

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

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

7

Roundhill Acquirers Deep Value ETF

Statement of Assets and Liabilities
February 28, 2023 (Unaudited)

ASSETS

       

Investments in securities, at value (Cost $38,341,625)

  $ 40,604,332  

Dividends and interest receivable

    67,493  

Total assets

    40,671,825  
         

LIABILITIES

       

Management fees payable

    26,395  

Total liabilities

    26,395  
         

NET ASSETS

  $ 40,645,430  
         

Net Asset Consist of:

       

Paid-in capital

  $ 94,822,122  

Total distributable earnings (accumulated deficit)

    (54,176,692 )

Net assets

  $ 40,645,430  
         

Net Asset Value:

       

Net assets

  $ 40,645,430  

Shares outstanding ^

    1,200,000  

Net asset value, offering and redemption price per share

  $ 33.87  

^

No par value, unlimited number of shares authorized.

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

8

Roundhill Acquirers Deep Value ETF

Statement of Operations
For the Six-Months Ended February 28, 2023 (Unaudited)

INCOME

       

Dividends (1)

  $ 457,935  

Interest

    2,280  

Total investment income

    460,215  
         

EXPENSES

       

Management fees

    161,183  

Total expenses

    161,183  

Net investment income (loss)

    299,032  
         

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS

       

Net realized gain (loss) on investments

    (1,493,991 )

Change in unrealized appreciation (depreciation) on investments

    4,355,021  

Net realized and unrealized gain (loss) on investments

    2,861,030  

Net increase (decrease) in net assets resulting from operations

  $ 3,160,062  

(1)

Net of foreign taxes withheld of $901.

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

9

Roundhill Acquirers Deep Value ETF

Statements of Changes in Net Assets

 

   

Six-Months
Ended
February 28,
2023
(Unaudited)

   

Year Ended
August 31, 2022

 

OPERATIONS

               

Net investment income (loss)

  $ 299,032     $ 592,251  

Net realized gain (loss) on investments

    (1,493,991 )     44,063  

Change in unrealized appreciation (depreciation) on investments

    4,355,021       (6,505,855 )

Net increase (decrease) in net assets resulting from operations

    3,160,062       (5,869,541 )
                 

DISTRIBUTIONS TO SHAREHOLDERS

               

Net distributions to shareholders

    (321,532 )     (650,879 )

Total distributions to shareholders

    (321,532 )     (650,879 )
                 

CAPITAL SHARE TRANSACTIONS

               

Proceeds from shares sold

    16,636,630       40,083,990  

Payments for shares redeemed

    (22,723,705 )     (37,625,115 )

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

    (6,087,075 )     2,458,875  

Net increase (decrease) in net assets

  $ (3,248,545 )   $ (4,061,545 )
                 

NET ASSETS

               

Beginning of period/year

  $ 43,893,975     $ 47,955,520  

End of period/year

  $ 40,645,430     $ 43,893,975  

(a)

A summary of capital share transactions is as follows:

   

Shares

   

Shares

 

Shares sold

    550,000       1,150,000  

Shares redeemed

    (750,000 )     (1,100,000 )

Net increase (decrease)

    (200,000 )     50,000  

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

10

Roundhill Acquirers Deep Value ETF

Financial Highlights

For a capital share outstanding throughout the period/year

   

Six-Months
Ended
February 28,
2023

   

Year Ended August 31,

 
   

(Unaudited)

   

2022

   

2021

   

2020

   

2019

   

2018

 

Net asset value, beginning of period/year

  $ 31.35     $ 35.52     $ 23.25     $ 28.70     $ 35.63     $ 28.60  
                                                 

INCOME (LOSS) FROM INVESTMENT OPERATIONS:

                                               

Net investment income (loss) (1)

    0.23       0.40       0.48       1.12       1.07       1.05  

Net realized and unrealized gain (loss) on investments (8)

    2.54       (4.13 )     12.18       (4.84 )     (7.18 )     6.86  

Total from investment operations

    2.77       (3.73 )     12.66       (3.72 )     (6.11 )     7.91  
                                                 

DISTRIBUTIONS TO SHAREHOLDERS:

                                               

Distributions from:

                                               

Net investment income

    (0.25 )     (0.44 )     (0.39 )     (1.73 )     (0.82 )     (0.88 )

Total distributions to shareholders

    (0.25 )     (0.44 )     (0.39 )     (1.73 )     (0.82 )     (0.88 )
                                                 

Net asset value, end of period/year

  $ 33.87     $ 31.35     $ 35.52     $ 23.25     $ 28.70     $ 35.63  
                                                 

Total return

    8.89 % (2)     -10.61 %     54.67 %     -12.95 %     -17.24 %     27.84 %
                                                 

SUPPLEMENTAL DATA:

                                               

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

  $ 40,645     $ 43,894     $ 47,956     $ 22,088     $ 269,810     $ 158,552  
                                                 

RATIOS TO AVERAGE NET ASSETS:

                                               

Expenses to average net assets (before management fees waived)

    0.80 % (3)     0.80 %     0.80 %     0.80 %     0.80 %     0.80 %

Expenses to average net assets (after management fees waived)

    0.80 % (3)     0.80 %     0.80 %     0.27 % (4)     0.40 % (5)     0.48 % (6)

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

    1.48 % (3)     1.19 %     1.53 %     3.14 %     2.97 %     2.84 %

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

    1.48 % (3)     1.19 %     1.53 %     3.67 % (4)     3.37 % (5)     3.16 % (6)

Portfolio turnover rate (7)

    67 % (2)     119 %     148 %     143 %     97 %     126 %

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

11

Roundhill Acquirers Deep Value ETF

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

(1)

Calculated based on average shares outstanding during the period.

(2)

Not annualized.

(3)

Annualized.

(4)

Effective January 1, 2020 through June 22, 2020, the Adviser contractually agreed to waive 21 basis points (0.21%) of its management fees for the Fund. The Adviser voluntarily waived an additional 33 basis points (0.33%) of its management fee during the period September 1, 2019 through June 22, 2020.

(5)

Effective January 1, 2019 the Adviser contractually agreed to waive 21 basis points (0.21%) of its management fees for the Fund until at least December 31, 2019. The Adviser voluntarily waived an additional 33 basis points (0.33%) of its management fee during the period from March 6, 2019 through August 31, 2019.

(6)

Effective January 1, 2018 the Adviser contractually agreed to waive 21 basis points (0.21%) of its management fees for the Fund until at least December 31, 2018. The Adviser voluntarily waived an additional 8 basis points (0.08%) during the year and voluntarily reimbursed the Fund an additional $30,758.

(7)

Excludes the impact of in-kind transactions.

(8)

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.

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

12

Roundhill Acquirers Deep Value ETF

Notes to Financial Statements

February 28, 2023 (Unaudited)

NOTE 1 – ORGANIZATION

Roundhill Acquirers Deep Value ETF (the “Fund”) is a non-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 Fund’s shares is registered under the Securities Act of 1933, as amended (the “Securities Act”). The investment objective of the Fund is to seek investment results that, before expenses and fees, track the Acquirers Deep Value Index (the “Index”). The Fund commenced operations on September 22, 2014.

The end of the reporting period for the Fund is February 28, 2023, and the period covered by these Notes to Financial Statements is the six-month period from September 1, 2022 through February 28, 2023 (the “current fiscal period”).

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

The Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946 Financial Services – Investment Companies.

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

 

A.

Security Valuation . All equity securities, including domestic and foreign common stocks, preferred stocks, closed-end funds 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 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.

13

Roundhill Acquirers Deep Value ETF

NOTES TO FINANCIAL STATEMENTS
February 28, 2023 (Unaudited) (Continued)

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

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

As described above, the Fund utilizes various methods to measure the fair value of its investments on a recurring basis. U.S. GAAP establishes a hierarchy that prioritizes inputs to valuations methods. The three levels of inputs are:

 

Level 1

– Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access.

 

Level 2

– Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.

 

Level 3

– Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available; representing the Fund’s own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.

14

Roundhill Acquirers Deep Value ETF

NOTES TO FINANCIAL STATEMENTS
February 28, 2023 (Unaudited) (Continued)

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

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

Assets^

 

Level 1

   

Level 2

   

Level 3

   

Total

 

Common Stocks

  $ 40,472,840     $     $     $ 40,472,840  

Short-Term Investments

    131,492                   131,492  

Total Investments in Securities

  $ 40,604,332     $     $     $ 40,604,332  

^

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

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

 

B.

Federal Income Taxes . The Fund’s 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 net taxable investment income and net capital gains to shareholders. Therefore, no federal income tax provision is required. The Fund plans to file U.S. Federal and applicable state and local tax returns.

 

The Fund recognizes the tax benefits of uncertain tax positions only when the position is more likely than not to be sustained. Management has analyzed the Fund’s uncertain tax positions and concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions. Management is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next 12 months. Income and capital gain distributions are determined in accordance with federal income tax regulations, which may differ from U.S. GAAP. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits on uncertain tax positions as income tax expense in the Statement of Operations. During the current fiscal period, the Fund did not incur any interest or penalties.

 

C.

Security Transactions and Investment Income . Investment securities transactions are accounted for on the trade date. Gains and losses realized on sales of securities are determined on a specific identification basis. Dividend

15

Roundhill Acquirers Deep Value ETF

NOTES TO FINANCIAL STATEMENTS
February 28, 2023 (Unaudited) (Continued)

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 Fund’s understanding of the applicable tax rules and regulations.

 

D.

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

 

E.

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

 

F.

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

 

G.

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

 

H.

Reclassification of Capital Accounts . U.S. GAAP requires that certain components of net assets relating to permanent differences be reclassified between financial and tax reporting. These reclassifications have no effect on net assets or NAV per share.

16

Roundhill Acquirers Deep Value ETF

NOTES TO FINANCIAL STATEMENTS
February 28, 2023 (Unaudited) (Continued)

 

The permanent differences primarily relate to redemptions in-kind. During the fiscal year ended August 31, 2022, the following table shows the reclassifications made:

Distributable
Earnings
(Accumulated
Deficit)

Paid-In Capital

$(6,446,081)

$6,446,081

During the fiscal year ended August 31, 2022, the Fund realized $6,446,081 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.

 

I.

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

NOTE 3 – COMMITMENTS AND OTHER RELATED PARTY TRANSACTIONS

Exchange Traded Concepts, LLC (the “Adviser”), serves as the investment adviser to the Fund. Pursuant to an Investment Advisory Agreement (“Advisory Agreement”) between the Trust, on behalf of the Fund, and the Adviser, the Adviser provides investment advice to the Fund and oversees the day-to-day operations of the Fund, subject to the direction and control of the Board and the officers of the Trust. Under the Advisory Agreement, the Adviser is also responsible for arranging transfer agency, custody, fund administration and accounting, and other non-distribution related services necessary for the Fund to operate. Under the Advisory Agreement, the Adviser has agreed to pay all expenses of the Fund, except for: the fee paid to the Adviser pursuant to the Advisory Agreement, interest charges on any borrowings, 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 the services it provides to the Fund, the Fund pays the Adviser a unified management fee, which is calculated daily and paid monthly, at an annual rate of 0.80% of the Fund’s average daily net assets.

17

Roundhill Acquirers Deep Value ETF

NOTES TO FINANCIAL STATEMENTS
February 28, 2023 (Unaudited) (Continued)

Roundhill Financial Inc. (the “Sponsor”) has licensed the Index from the Index Provider and entered into a sub-licensing and expense reimbursement agreement with the Adviser, pursuant to which the Sponsor agrees to sub-license the use of the Index to the Adviser for the Fund. The Sponsor also provides marketing support for the Fund, including, but not limited to, distributing the Fund’s materials and providing the Fund with access to and the use of the Sponsor’s other marketing capabilities, including communications through print and electronic media discussing the Index. The Sponsor is a registered investment adviser that provides advisory services to ETFs, but does not act as an investment adviser or otherwise provide investment advice to the Fund. Additionally, the Sponsor is not involved in the maintenance of the Index and does not otherwise act in the capacity of an index provider.

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

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 Fund, excluding short-term securities and in-kind transactions, were $27,092,486 and $28,454,856, respectively.

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 $16,581,014 and $21,272,262, respectively.

NOTE 5 – INCOME TAX INFORMATION

The amount and character of tax basis distributions and composition of net assets, including distributable earnings (accumulated deficit) are finalized at fiscal year-end; accordingly, tax basis balances have not been determined for the current fiscal period.

18

Roundhill Acquirers Deep Value ETF

NOTES TO FINANCIAL STATEMENTS
February 28, 2023 (Unaudited) (Continued)

The components of distributable earnings (accumulated deficit) and cost basis of investments and net unrealized appreciation (depreciation) for federal income tax purposes at August 31, 2022 were as follows:

Tax cost of investments

  $ 46,639,279  

Gross tax unrealized appreciation

  $ 3,420,982  

Gross tax unrealized depreciation

    (6,185,858 )

Net tax unrealized appreciation (depreciation)

    (2,764,876 )

Undistributed ordinary income

    75,485  

Undistributed long-term capital gains

     

Other accumulated gain (loss)

    (54,325,831 )

Distributable earnings (accumulated deficit)

  $ (57,015,222 )

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

A regulated investment company may elect for any taxable year to treat any portion of any qualified late year loss as arising on the first day of the next taxable year. Qualified late year losses are certain capital and ordinary losses which occur during the portion of the Fund’s taxable year subsequent to October 31 and December 31, respectively. For the taxable year ended August 31, 2022, the Fund did not elect to defer any post-October capital losses or late-year ordinary losses.

As of August 31, 2022, the Fund had a short-term capital loss carryforward of $38,840,255 and a long-term capital loss carryforward of $15,485,576. These amounts do not have an expiration date.

The tax character of distributions paid by the Fund during the years ended August 31, 2022 and August 31, 2021 were as follows:

 

Year Ended
August 31, 2022

Year Ended
August 31, 2021

Ordinary Income

$650,879

$485,628

NOTE 6 – SHARE TRANSACTIONS

Shares of the Fund are listed and traded on New York Stock Exchange Arca, Inc. (“NYSE Arca”). Market prices for the shares may be different from their NAV. The Fund issues and redeems shares on a continuous basis at NAV generally in large blocks of shares, called “Creation Units.” Creation Units are issued and redeemed principally in-kind for securities included in a specified universe. Once created, shares generally

19

Roundhill Acquirers Deep Value ETF

NOTES TO FINANCIAL STATEMENTS
February 28, 2023 (Unaudited) (Continued)

trade in the secondary market at market prices that change throughout the day. Except when aggregated in Creation Units, shares are not redeemable securities of the Fund. Creation Units may only be purchased or redeemed by certain financial institutions (“Authorized Participants”). An Authorized Participant is either (i) a broker-dealer or other participant in the clearing process through the Continuous Net Settlement System of the National Securities Clearing Corporation or (ii) a Depository Trust Company participant and, in each case, must have executed a Participant Agreement with the Distributor. Most retail investors do not qualify as Authorized Participants nor have the resources to buy and sell whole Creation Units. Therefore, they are unable to purchase or redeem the shares directly from the Fund. Rather, most retail investors may purchase shares in the secondary market with the assistance of a broker and are subject to customary brokerage commissions or fees.

The Fund currently offers one class of shares, which 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 standard fixed transaction fee for the Fund is $300, payable to the Custodian. The fixed transaction fee may be waived on certain orders if the Fund’s Custodian has determined to waive some or all of the costs associated with the order or another party, such as the Adviser, has agreed to pay such fee. In addition, a variable fee may be charged on all cash transactions or substitutes for Creation Units of up to a maximum of 2% as a percentage of the value of the Creation Units subject to the transaction. Variable fees are imposed to compensate the Fund for the transaction costs associated with cash transactions. Variable fees received by the Fund, if any, are displayed in the Capital Shares Transactions section of the Statements of Changes in Net Assets. The Fund may issue an unlimited number of shares of beneficial interest, with no par value. All shares of the Fund have equal rights and privileges.

NOTE 7 – RISKS

Non-Diversification Risk . Because the Fund is “non-diversified,” it may invest a greater percentage of its assets in the securities of a single issuer or a small number of issuers than if it was a diversified fund. As a result, a decline in the value of an investment in a single issuer could cause the Fund’s overall value to decline to a greater degree than if the Fund held a more diversified portfolio. This may increase the Fund’s volatility and cause the performance of a relatively smaller number of issuers to have a greater impact on the Fund’s performance.

Sector Risk . 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.

20

Roundhill Acquirers Deep Value ETF

Expense Example

For the Six-Months Ended February 28, 2023 (Unaudited)

As a shareholder of the Fund 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 example is based on an investment of $1,000 invested at the beginning of the period and held for the entire six-month period as indicated below in the Expense Example table.

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 Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s 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 Fund 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.

 

Beginning
Account Value
September 1, 2022

Ending
Account Value
February 28, 2023

Expenses
Paid During
the Period
(1)

Actual

$1,000.00

$ 1,088.90

$4.14

Hypothetical (5% annual return before expenses)

$1,000.00

$ 1,020.83

$4.01

(1)

The dollar amounts shown as expenses paid during the period are equal to the annualized six-month net expense ratio, 0.80%, multiplied by the average account value during the period, multiplied by 181/365 to reflect the one-half year period.

21

Roundhill Acquirers Deep Value ETF

Review of Liquidity Risk Management Program
(Unaudited)

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

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

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

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

22

Roundhill Acquirers Deep Value ETF

Approval of Advisory Agreement & Board Considerations

(Unaudited)

Pursuant to Section 15(c) of the Investment Company Act of 1940 (the “1940 Act”), at a meeting held on October 26, 2022 (the “Meeting”), the Board of Trustees (the “Board”) of ETF Series Solutions (the “Trust”) approved the continuance of the Investment Advisory Agreement (the “Advisory Agreement”) between Exchange Traded Concepts, LLC (the “Adviser”) and the Trust, on behalf of Roundhill Acquirers Deep Value ETF (the “Fund”).

Prior to the Meeting, the Board, including the Trustees who are not parties to the Advisory Agreement or “interested persons” of any party thereto, as defined in the 1940 Act (the “Independent Trustees”), reviewed written materials (the “Materials”), including information from the Adviser regarding, among other things: (i) the nature, extent, and quality of the services provided to the Fund by the Adviser; (ii) the historical performance of the Fund; (iii) the cost of the services provided and the profits realized by the Adviser or its affiliates from services rendered to the Fund; (iv) comparative fee and expense data for the Fund and other investment companies with similar investment objectives, including a report prepared by Barrington Partners, an independent third party, that compares the Fund’s investment performance, fees and expenses to relevant market benchmarks and peer groups (the “Barrington Report”); (v) the extent to which any economies of scale realized by the Adviser in connection with its services to the Fund are shared with Fund shareholders; (vi) any other financial benefits to the Adviser and its affiliates resulting from services rendered to the Fund; and (vii) other factors the Board deemed to be relevant.

The Board also considered that the Adviser, along with other service providers of the Fund, had provided written and oral updates on the firm over the course of the year with respect to its role as investment adviser to the Fund, and the Board considered that information alongside the Materials in its consideration of whether the Agreement should be continued. Additionally, representatives from the Adviser provided an oral overview of the Fund’s strategy, the services provided to the Fund by the Adviser, and additional information about the Adviser’s personnel and business operations. The Board then discussed the Materials and the Adviser’s oral presentation, as well as any other relevant information received by the Board at the Meeting and at prior meetings, and deliberated on the approval of the continuation 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 had provided and would continue to provide investment management services to the Fund. In considering the nature, extent, and quality of the services provided by the Adviser, the Board considered the quality of the Adviser’s compliance program and past reports from the Trust’s Chief Compliance Officer (“CCO”) regarding the CCO’s review of the

23

Roundhill Acquirers Deep Value ETF

Approval of Advisory Agreement & Board Considerations
(Unaudited) (Continued)

Adviser’s compliance program. The Board also considered its previous experience with the Adviser providing investment management services to the Fund. The Board noted that it had received a copy of the Adviser’s registration form and financial statements, as well as the Adviser’s response to a detailed series of questions that included, among other things, information about the Adviser’s decision-making process, the background and experience of the firm’s key personnel, and the firm’s compliance policies, marketing practices, and brokerage information.

The Board also considered other services provided by the Adviser to the Fund, monitoring the Fund’s adherence to its investment restrictions and compliance with the Fund’s policies and procedures and applicable securities regulations, as well as monitoring the extent to which the Fund achieves its investment objective as a passively managed fund. Additionally, the Board considered that the Adviser does not serve as the index provider to the Fund; rather, the Fund tracks an index created and owned by Acquirers Funds LLC.

Historical Performance. The Trustees next considered the Fund’s performance. The Board observed that additional information regarding the Fund’s past investment performance, for periods ended June 30, 2022, had been included in the Materials, including the Barrington Report, which compared the performance results of the Fund with the returns of a group of ETFs selected by Barrington Partners as most comparable (the “Peer Group”) as well as with funds in the Fund’s Morningstar category – U.S. Fund Small Value (the “Category Peer Group”). Additionally, at the Board’s request, the Adviser identified the funds the Adviser considered to be the Fund’s most direct competitors (the “Selected Peer Group”) and provided the Selected Peer Group’s performance results. The Board considered that the funds included in the Selected Peer Group were described by the Adviser as ETFs that employ deep value investing strategies similar to those of the Fund; however, not all of the funds in the Selected Peer Group are small-cap equity ETFs.

The Board noted that, for each of the one-year, three-year, five-year, and since inception periods ended June 30, 2022, the Fund’s performance on a gross of fees basis (i.e., excluding the effect of fees and expenses on Fund performance) slightly underperformed, but was generally consistent with, the performance of its underlying index, indicating that the Fund tracked its underlying index closely and in an appropriate manner. The Board also noted that the Fund significantly underperformed its broad-based benchmark, the S&P 500 Index, for each of the same periods. The S&P 500 Index provides an indication of the performance of U.S. large-cap companies. The Board noted, however, that the Fund seeks to track the performance of a portfolio of undervalued small-cap stocks and, accordingly, the Fund’s investors seek exposure to undervalued small-cap equities, not broad exposure to the large-cap equity market.

24

Roundhill Acquirers Deep Value ETF

Approval of Advisory Agreement & Board Considerations
(Unaudited) (Continued)

The Board also considered that, for the one-year, three-year, five-year, and since inception periods ended June 30, 2022, the Fund underperformed the median return of its Peer Group and Category Peer Group. In addition, the Board noted that the Fund generally performed within the range of funds in its Selected Peer Group for the one-year period ended June 30, 2022, but otherwise underperformed its Selected Peer Group for the three-year and five-year periods.

Cost of Services Provided and Economies of Scale. The Board then reviewed the Fund’s fees and expenses. The Board took into consideration that the Adviser had charged, and would continue to charge, a “unified fee,” meaning the Fund pays no expenses other than the advisory fee and, if applicable, certain other costs such as interest, brokerage, acquired fund fees and expenses, extraordinary expenses, and, to the extent it is implemented, fees pursuant to a Distribution and/or Shareholder Servicing (12b-1) Plan. The Board noted that the Adviser had been and would continue to be responsible for compensating the Trust’s other service providers and paying the Fund’s other expenses out of the Adviser’s own fee and resources.

The Board noted that the Fund’s net expense ratio was equal to its unified fee (described above). The Board compared the Fund’s net expense ratio to the net expense ratios of the funds in its Peer Group and Category Peer Group, as shown in the Barrington Report, as well as its Selected Peer Group. The Board noted that the Fund’s net expense ratio was the highest net expense ratio of all the funds in its Peer Group, but lower than the median net expense ratio of the Category Peer Group. In addition, the Board noted that the Fund’s net expense ratio was within the range of net expense ratios of the funds in its Selected Peer Group.

The Board then considered the Adviser’s financial resources and information regarding the Adviser’s ability to support its management of the Fund and obligations under the unified fee arrangement, noting that the Adviser had provided its financial statements for the Board’s review. The Board also evaluated the compensation and benefits received by the Adviser from its relationship with the Fund, taking into account an analysis of the Adviser’s profitability with respect to the Fund at various actual and projected Fund asset levels.

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

Conclusion. No single factor was determinative of the Board’s decision to approve the 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

25

Roundhill Acquirers Deep Value ETF

Approval of Advisory Agreement & Board Considerations
(Unaudited) (Continued)

factors in their totality, the Board, including the Independent Trustees, unanimously determined that the Advisory Agreement, including the compensation payable under the agreement, was fair and reasonable to the Fund. The Board, including the Independent Trustees, unanimously determined that the approval of the continuation of the Advisory Agreement was in the best interests of the Fund and its shareholders.

26

Roundhill Acquirers Deep Value ETF

Federal Tax Information

(Unaudited)

For the fiscal year ended August 31, 2022, certain dividends paid by the Fund may be subject to a 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 100.00%.

For corporate shareholders, the percent of ordinary income distributions qualifying for the corporate dividend received deduction for the fiscal year ended August 31, 2022 was 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 the Fund was 0.00%.

Information About Portfolio Holdings
(Unaudited)

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

Information About Proxy Voting
(Unaudited)

A description of the policies and procedures the Fund uses 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 Fund’s website at www.roundhillinvestments.com/etf/deep .

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

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Roundhill Acquirers Deep Value ETF

Information About the Trustees
(Unaudited)

The SAI includes additional information about the Trustees and is available without charge, upon request, by calling (800) 617-0004 or by accessing the SEC’s website at www.sec.gov or by accessing the Fund’s website at www.roundhillinvestments.com/etf/deep .

Frequency Distribution of Premiums and Discounts
(Unaudited)

Information regarding how often shares of the Fund trade on an exchange at a price above (i.e., at a premium) or below (i.e., at a discount) the NAV of the Fund is available, without charge, on the Fund’s website at www.roundhillinvestments.com/etf/deep .

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Adviser

Exchange Traded Concepts, LLC
10900 Hefner Pointe Drive, Suite 207
Oklahoma City, Oklahoma 73120

Index Provider

Acquirers Funds, LLC
609 Deep Valley Drive, Suite 200
Rolling Hills, California 90274

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

Roundhill Acquirers Deep Value ETF

Symbol – DEEP
CUSIP – 26922A701