(a) 

 

 

 

Annual Report

September 30, 2021

 

Premise Capital Diversified Tactical ETF
Ticker: TCTL

 

 

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

 

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

 

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

 

 

Premise Capital Diversified Tactical ETF

 

TABLE OF CONTENTS

 

 

Page

Letter to Shareholders

1

Performance Summary

2

Portfolio Allocation

3

Schedule of Investments

4

Statement of Assets and Liabilities

6

Statement of Operations

7

Statements of Changes in Net Assets

8

Financial Highlights

9

Notes to Financial Statements

10

Report of Independent Registered Public Accounting Firm

18

Trustees and Officers

20

Expense Example

23

Review of Liquidity Risk Management Program

24

Federal Tax Information

25

Foreign Tax Credit Pass Through

25

Information About Portfolio Holdings

25

Information About Proxy Voting

26

Frequency Distribution of Premiums and Discounts

26

 

 

Premise Capital Diversified Tactical ETF

 

Letter to Shareholders
September 30, 2021 (Unaudited)

 

 

Dear Shareholder,

 

The Premise Capital team is pleased to provide you with the Premise Capital Diversified Tactical ETF (“TCTL” or the “Fund”) annual report, dated September 30, 2021. TCTL launched on October 27, 2016. This report refers to TCTL’s performance for the period of October 1, 2020 through September 30, 2021 (the “current fiscal period”). TCTL’s performance for the current fiscal period was 22.24% measured in the market price of TCTL and 22.37% measured in net asset value (“NAV”). By comparison, TCTL’s benchmark, the Dow Jones Moderate Portfolio Index (“DJ Moderate”), returned 18.18% for the current fiscal period. The performance of the Premise Capital Frontier Advantage Diversified Tactical Index (“Fund’s Index”) was 23.24% over the current fiscal period.

 

The current fiscal period was marked by slower growth in the equity markets fueled by continuation of easy money policies and hampered by a slowdown in reopening of the pandemic crippled economy. While there was broad-based growth experienced in the fixed income and equity markets, emerging markets declined throughout the back half of the reporting period. As dictated by the Fund’s Index, TCTL maintained its fixed income to equity ratio throughout the current performance period. Directed by the Fund’s Index, TCTL ended the quarter near its target equity exposure.

 

The Premise Capital team is honored to continue serving your investment objectives and thanks you for your continued trust in TCTL.

 

Britton Reynolds,
Portfolio Manager

 

Premise Capital Frontier Advantage Diversified Tactical Index: The Index consists of an investible portfolio of ETFs (“Underlying ETFs”) with exposure to major U.S. and non-U.S. asset classes. The weighting of each Underlying ETF is adjusted to (i) reduce exposure to individual asset classes determined to be in a downward trend (the “Trend Adjustment”) and (ii) reduce overall exposure to equity asset classes (and increase exposure to fixed income asset classes) as the aggregate size of equity asset classes determined to be in a downward trend grows (the “Risk Adjustment”).

 

Dow Jones Moderate Portfolio Index: The Dow Jones Moderate Portfolio Index is a member of the Relative Risk Index Series and designed to measure a total portfolio of stocks, bonds, and cash, allocated to represent an investor’s desired risk profile. The Dow Jones Moderate Portfolio Index risk level is set to 60% of the Dow Jones Global Stock CMAC Index’s downside risk (past 36 months).

 

Carefully consider the Fund’s investment objectives, risk factors, charges and expenses before investing. This and additional information can be found in the Fund’s prospectus, which may be obtained by calling 866-TCTL-ETF (866-828-5383). Read the prospectus carefully before investing.

 

Investing involves risk, including the possible loss of principal. Shares of any ETF are bought and sold at market price (not NAV), may trade at a discount or premium to NAV and are not individually redeemed from the Fund. Brokerage commissions will reduce returns. Investments in the Fund include risks associated with small-and mid-cap securities, foreign and emerging market securities, fixed income and high yield securities, REIT securities, ETF investment risk, model risk and tracking error. Please refer to the prospectus for additional information about the risks of investing in the Fund.

 

Premise Capital ® , LLC is the adviser to the Premise Capital ® Diversified Tactical™ ETF, which is distributed by Quasar Distributors, LLC.

 

1

 

 

Premise Capital Diversified Tactical ETF

 

Performance Summary
(Unaudited)

 

 

Growth of $10,000

 

 

Average Annual Returns
September 30, 2021

1 Year

3 Years

Since Inception
(10/27/2016)

Premise Capital Diversified Tactical ETF — NAV

22.37%

3.18%

6.87%

Premise Capital Diversified Tactical ETF — Market

22.24%

3.19%

6.87%

Premise Capital Frontier Advantage Diversified Tactical Index

23.24%

6.38%

9.24%

Dow Jones Moderate Portfolio Index

18.18%

9.33%

9.53%

 

This chart illustrates the performance of a hypothetical $10,000 investment made on October 27, 2016 and is not intended to imply any future performance. The returns shown do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. The chart assumes reinvestment of capital gains and dividends.

 

Performance data quoted represents past performance. Past performance does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance of the Fund may be lower or higher than the performance quoted. Performance data current to the most recent month end may be obtained by calling 800-617-0004. Per the prospectus dated January 31, 2021, the gross expense ratio is 0.85%.

 

2

 

 

Premise Capital Diversified Tactical ETF

 

Portfolio Allocation
As of September 30, 2021 (Unaudited)

 

 

Asset Type

Percentage of Net
Assets

U.S. Equity

51.5%

International Equity

23.3

U.S. Treasury Bonds

11.3

Emerging Market Equity

5.5

High Yield Bonds

2.9

U.S. Fixed Income

2.8

Inflation Protected Bonds

1.9

Short-Term Investments

0.8

Liabilities in Excess of Other Assets

(0.0) (b)

Total

100.0%

 

(b)

Represents less than 0.05% of net assets.

 

3

 

 

Premise Capital Diversified Tactical ETF

 

Schedule of Investments
September 30, 2021

 

 

 

Shares

 

Security Description

 

Value

 
       

EXCHANGE TRADED FUNDS — 99.2%

       
       

Emerging Market Equity — 5.5%

       
    35,213  

iShares Core MSCI Emerging Markets ETF

  $ 2,174,755  
       

High Yield Bonds — 2.9%

       
    28,368  

Xtrackers USD High Yield Corporate Bond ETF

    1,136,989  
       

Inflation Protected Bonds — 1.9%

       
    5,956  

iShares TIPS Bond ETF

    760,522  
       

International Equity — 23.3%

       
    113,068  

iShares Core MSCI EAFE ETF

    8,395,299  
    19,817  

SPDR S&P International Small Cap ETF

    762,657  
              9,157,956  
       

U.S. Equity — 51.5%

       
    16,608  

Communication Services Select Sector SPDR Fund

    1,330,467  
    8,660  

Consumer Discretionary Select Sector SPDR Fund

    1,554,037  
    10,506  

Consumer Staples Select Sector SPDR Fund

    723,233  
    4,758  

Energy Select Sector SPDR Fund

    247,844  
    34,947  

Financial Select Sector SPDR Fund

    1,311,561  
    12,302  

Health Care Select Sector SPDR Fund

    1,566,045  
    9,776  

Industrial Select Sector SPDR Fund

    956,484  
    10,384  

iShares Core S&P Small-Cap ETF

    1,133,829  
    3,019  

Materials Select Sector SPDR Fund

    238,833  
    6,000  

Real Estate Select Sector SPDR Fund

    266,700  
    15,403  

SPDR S&P 500 ETF Trust

    6,610,043  
    1,587  

SPDR S&P MidCap 400 ETF Trust

    763,156  
    21,709  

Technology Select Sector SPDR Fund

    3,241,588  
    3,776  

Utilities Select Sector SPDR Fund

    241,211  
              20,185,031  
       

U.S. Fixed Income — 2.8%

       
    9,458  

iShares Core U.S. Aggregate Bond ETF

    1,086,062  
                 
       

U.S. Treasury Bonds — 11.3%

       
    51,239  

iShares 1-3 Year Treasury Bond ETF

    4,414,240  
       

TOTAL EXCHANGE TRADED FUNDS (Cost $34,112,594)

    38,915,555  
                 

 

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

 

4

 

 

Premise Capital Diversified Tactical ETF

 

Schedule of Investments
September 30, 2021 (Continued)

 

 

Shares     Security Description   Value  
        SHORT-TERM INVESTMENTS — 0.8%        
  300,184     First American Government Obligations Fund, Class X, 0.03% (a)   $ 300,184  
        TOTAL SHORT-TERM INVESTMENTS (Cost $300,184)     300,184  
        TOTAL INVESTMENTS — 100.0% (Cost $34,412,778)     39,215,739  
        Liabilities in Excess of Other Assets — (0.0)% (b)     (796 )
        NET ASSETS — 100.0%   $ 39,214,943  

 

Percentages are stated as a percent of net assets.

The Fund’s security classifications are defined by the Fund Adviser.

(a)

Rate shown is the annualized seven-day yield as of September 30, 2021.

(b)

Represents less than 0.05% of net assets.

 

 

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

 

5

 

 

Premise Capital Diversified Tactical ETF

 

Statement of Assets and Liabilities
September 30, 2021

 

 

ASSETS

       

Investments in securities, at value (cost $34,412,778)

  $ 39,215,739  

Dividends and interest receivable

    24,082  

Total assets

    39,239,821  
         

LIABILITIES

       

Management fees payable

    24,878  

Total liabilities

    24,878  
         

NET ASSETS

  $ 39,214,943  
         

Net Assets Consist of:

       

Paid-in capital

  $ 38,396,713  

Total distributable earnings (accumulated deficit)

    818,230  

Net assets

  $ 39,214,943  
         

Net Asset Value:

       

Net assets

  $ 39,214,943  

Shares outstanding ^

    1,200,000  

Net asset value, offering and redemption price per share

  $ 32.68  

 

^

No par value, unlimited number of shares authorized.

 

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

 

6

 

 

Premise Capital Diversified Tactical ETF

 

Statement of Operations
For the Year Ended September 30, 2021

 

 

INCOME

       

Dividends

  $ 804,757  

Interest

    264  

Total investment income

    805,021  
         

EXPENSES

       

Management fees

    333,632  

Total expenses

    333,632  
         

Net investment income (loss)

    471,389  
         

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS

       

Net realized gain (loss) on investments

    5,884,187  

Change in unrealized appreciation (depreciation) on investments

    3,345,627  

Net realized and unrealized gain (loss) on investments

    9,229,814  

Net increase (decrease) in net assets resulting from operations

  $ 9,701,203  

 

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

 

7

 

 

Premise Capital Diversified Tactical ETF

 

Statements of Changes in Net Assets

 

 

   

Year Ended
September 30,
2021

   

Year Ended
September 30,
2020

 

OPERATIONS

               

Net investment income (loss)

  $ 471,389     $ 666,485  

Net realized gain (loss) on investments

    5,884,187       (5,400,373 )

Change in unrealized appreciation (depreciation) on investments

    3,345,627       (448,788 )

Net increase (decrease) in net assets resulting from operations

    9,701,203       (5,182,676 )
                 

DISTRIBUTIONS TO SHAREHOLDERS

               

Net distributions to shareholders

    (519,957 )     (951,768 )

Total distributions to shareholders

    (519,957 )     (951,768 )
                 

CAPITAL SHARE TRANSACTIONS

               

Proceeds from shares sold

          26,629,733  

Payments for shares redeemed

    (21,917,135 )     (13,542,713 )

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

    (21,917,135 )     13,087,020  

Net increase (decrease) in net assets

  $ (12,735,889 )   $ 6,952,576  
                 

NET ASSETS

               

Beginning of year

  $ 51,950,832     $ 44,998,256  

End of year

  $ 39,214,943     $ 51,950,832  

 

(a)

A summary of capital share transactions is as follows:

 

   

Shares

   

Shares

 

Shares sold

          975,000  

Shares redeemed

    (725,000 )     (500,000 )

Net increase (decrease)

    (725,000 )     475,000  

 

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

 

8

 

 

Premise Capital Diversified Tactical ETF

 

Financial Highlights

For a capital share outstanding throughout the year/period

 

 

   

Year Ended September 30,

   

Period Ended
September 30,

 
   

2021

   

2020

   

2019

   

2018

   

2017 (1)

 

Net asset value, beginning of year/period

  $ 26.99     $ 31.03     $ 30.96     $ 28.95     $ 25.00  
                                         

INCOME (LOSS) FROM INVESTMENT OPERATIONS:

                                       

Net investment income (loss) (2)(7)

    0.33       0.36       0.48       0.46       0.41  

Net realized and unrealized gain (loss) on investments (9)

    5.68       (3.73 )     (0.15 )     1.95       3.70  

Total from investment operations

    6.01       (3.37 )     0.33       2.41       4.11  
                                         

DISTRIBUTIONS TO SHAREHOLDERS:

                                       

Distributions from:

                                       

Net investment income

    (0.32 )     (0.67 )     (0.26 )     (0.40 )     (0.16 )

Total distributions to shareholders

    (0.32 )     (0.67 )     (0.26 )     (0.40 )     (0.16 )
                                         

Net asset value, end of year/period

  $ 32.68     $ 26.99     $ 31.03     $ 30.96     $ 28.95  
                                         

Total return

    22.37 %     -11.24 %     1.14 %     8.39 %     16.50 % (3)
                                         

SUPPLEMENTAL DATA:

                                       

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

  $ 39,215     $ 51,951     $ 44,998     $ 35,610     $ 14,474  
                                         

RATIOS TO AVERAGE NET ASSETS:

                                       

Expenses to average net assets (4)

    0.75 %     0.75 %     0.75 %     0.77 % (6)     0.85 % (5)

Net investment income (loss) to average net assets (7)

    1.06 %     1.26 %     1.61 %     1.52 %     1.61 % (5)

Portfolio turnover rate (8)

    52 %     224 %     313 %     195 %     69 % (3)

 

(1)

Commencement of operations on October 27, 2016.

(2)

Calculated based on average shares outstanding during the period.

(3)

Not annualized.

(4)

Does not include expenses of the investment companies in which the Fund invests.

(5)

Annualized.

(6)

Effective January 31, 2018 the Adviser reduced its management fee from 0.85% to 0.75%.

(7)

Recognition of net investment income by the Fund is affected by the timing of declarations of dividends by the underlying investment companies in which the Fund invests. The ratio does not include net investment income of the underlying investment companies in which the Fund invests.

(8)

Excludes the impact of in-kind transactions.

(9)

Net realized and unrealized gain (loss) per share are balancing amounts necessary to reconcile the change in net asset value per share for the year, and may not reconcile with the aggregate gain (loss) in the Statement of Operations due to share transactions for the year.

 

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

 

9

 

 

Premise Capital Diversified Tactical ETF

 

Notes to Financial Statements
September 30, 2021

 

 

NOTE 1 – ORGANIZATION

 

Premise Capital Diversified Tactical ETF (the “Fund”) is a diversified series of ETF Series Solutions (“ESS” or the “Trust”), an open-end management investment company consisting of multiple investment series, organized as a Delaware statutory trust on February 9, 2012. The Trust is registered with the U.S. Securities and Exchange Commission (“SEC”) under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company and the offering of the Fund’s shares is registered under the Securities Act of 1933, as amended (the “Securities Act”). The investment objective of the Fund is to track the performance, before fees and expenses, of the Premise Capital Frontier Advantage Diversified Tactical Index (the “Index”). The Fund commenced operations on October 27, 2016.

 

The end of the reporting period for the Fund is September 30, 2021, and the period covered by these Notes to Financial Statements is the fiscal year from October 1, 2020 to September 30, 2021 (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 (“ACS”) Topic 946 Financial Services- Investment Companies.

 

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

 

 

A.

Security Valuation. All equity securities, including domestic and foreign common stocks, preferred stocks and exchange traded funds that are traded on a national securities exchange, except those listed on the Nasdaq Global Market ® , Nasdaq Global Select Market ® and 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.

 

10

 

 

Premise Capital Diversified Tactical ETF

 

NOTES TO FINANCIAL STATEMENTS
September 30, 2021 (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 the 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. Accounting principles generally accepted in the United States of America (“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 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.

 

11

 

 

Premise Capital Diversified Tactical ETF

 

NOTES TO FINANCIAL STATEMENTS
September 30, 2021 (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

 

Exchange Traded Funds

  $ 38,915,555     $     $     $ 38,915,555  

Short-Term Investments

    300,184                   300,184  

Total Investments in Securities

  $ 39,215,739     $     $     $ 39,215,739  

 

^

See Schedule of Investments for further disaggregation of investment categories.

 

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

 

 

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

 

12

 

 

Premise Capital Diversified Tactical ETF

 

NOTES TO FINANCIAL STATEMENTS
September 30, 2021 (Continued)

 

 

income is recorded on the ex-dividend date. 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 and net realized gains on securities are declared and paid by the Fund at least annually. 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 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 reporting 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 outstanding shares 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 and primarily relate to treatment of in-kind transactions. During the fiscal year ended September 30, 2021, the following table shows the reclassifications made:

 

Distributable Earnings
(Accumulated Deficit)

Paid-In
Capital

$(2,529,751)

$2,529,751

 

13

 

 

Premise Capital Diversified Tactical ETF

 

NOTES TO FINANCIAL STATEMENTS
September 30, 2021 (Continued)

 

 

During the fiscal year ended September 30, 2021, the Fund realized $2,529,751 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

 

Premise Capital, LLC (the “Adviser”) serves as the investment adviser and index provider to the Fund. Pursuant to the 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 responsible for arranging the transfer agency, custody, fund administration and accounting, and other 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, 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 Fund, the Fund pays the Adviser at an annual rate of 0.75% based on the Fund’s average daily net assets.

 

U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services (“Fund Services” or the “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; 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.

 

14

 

 

Premise Capital Diversified Tactical ETF

 

NOTES TO FINANCIAL STATEMENTS
September 30, 2021 (Continued)

 

 

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 $22,714,614 and $23,527,162, 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 $0 and $21,227,825, respectively.

 

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:

 

Tax cost of investments

  $ 34,412,778  

Gross tax unrealized appreciation

  $ 4,952,124  

Gross tax unrealized depreciation

    (149,163 )

Net tax unrealized appreciation (depreciation)

    4,802,961  

Undistributed ordinary income

    198,904  

Undistributed long-term capital gain

     

Other accumulated gain (loss)

    (4,183,635 )

Distributable earnings (accumulated deficit)

  $ 818,230  

 

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 Fund did not elect to defer any post-October capital losses or late-year ordinary losses.

 

As of September 30, 2021, the Fund had a short-term capital loss carryforward of $2,411,968 and a long-term capital loss carryforward of $1,771,667. These amounts do not have an expiration date.

 

During the fiscal year ended September 30, 2021, the Fund utilized $3,240,440 of short-term and $9,155 of long-term capital loss carryforward that was available at September 30, 2020.

 

15

 

 

Premise Capital Diversified Tactical ETF

 

NOTES TO FINANCIAL STATEMENTS
September 30, 2021 (Continued)

 

 

The tax character of distributions paid by the Fund during the fiscal years ended September 30, 2021 and September 30, 2020, was as follows:

 

 

Year Ended
September 30, 2021

Year Ended
September 30, 2020

Ordinary Income

$519,957

$951,768

 

NOTE 6 – SHARE TRANSACTIONS

 

Shares of the Fund are listed and trade on Cboe BZX Exchange, Inc. (“Cboe”). 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 blocks of 25,000 shares, called “Creation Units.” Creation Units are issued and redeemed principally in-kind for securities included in a specified universe. Once created, shares generally trade in the secondary market at market prices that change throughout the day. Except when aggregated in Creation Units, shares are not redeemable securities of the 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 $250, 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 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 the cash transactions. Variable fees received by the Fund, if any, are displayed in the capital shares transactions section of the Statement of Changes in Net Assets. The Fund may issue an unlimited number of shares of beneficial interest, with no par value. Shares of the Fund have equal rights and privileges.

 

16

 

 

Premise Capital Diversified Tactical ETF

 

NOTES TO FINANCIAL STATEMENTS
September 30, 2021 (Continued)

 

 

NOTE 7 – RISKS

 

Investment Company Risk. The risks of investment in investment companies, such as ETFs, typically reflect the risks of the types of instruments in which the investment companies invest. By investing in another investment company, the Fund becomes a shareholder of that investment company and bears its proportionate share of the fees and expenses of the other investment company. The Fund may be subject to statutory limits with respect to the amount it can invest in other ETFs, which may adversely affect the Fund’s ability to achieve its investment objective. Investments in ETFs are also subject to the following risks: (i) the market price of an ETF’s shares may trade above or below its net asset value; (ii) an active trading market for an ETF’s shares may not develop or be maintained; and (iii) trading of an ETF’s shares may be halted for a number of reasons.

 

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

 

17

 

 

Premise Capital Diversified Tactical ETF

 

Report of Independent Registered Public Accounting Firm

 

 

To the Shareholders of Premise Capital Diversified Tactical ETF and
Board of Trustees of ETF Series Solutions

 

Opinion on the Financial Statements

 

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Premise Capital Diversified Tactical ETF, a series of ETF Series Solutions (the “Fund”) as of September 30, 2021, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the related notes, and the financial highlights for each of the five periods in the period then ended (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of September 30, 2021, the results of their operations for the year then ended, the changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five periods in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

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

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of September 30, 2021, by correspondence with the custodian. Our audits also included evaluating the accounting

 

18

 

 

Premise Capital Diversified Tactical ETF

 

Report of Independent Registered Public Accounting Firm

(Continued)

 

 

principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

We have served as the Fund’s auditor since 2016.

 

 

COHEN & COMPANY, LTD.
Milwaukee, Wisconsin
November 24, 2021

 

19

 

 

Premise Capital Diversified Tactical ETF

 

Trustees and Officers

(Unaudited )

 

 

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

 

Name and
Year of Birth

Position
Held with
the Trust

Term of
Office and
Length of
Time Served

Principal Occupation(s)
During Past 5 Years

Number of
Portfolios in Fund Complex
Overseen by Trustee

Other
Directorships Held
by Trustee During
Past 5 Years

Independent Trustees

Leonard M. Rush, CPA
Born: 1946

Lead
Independent
Trustee and
Audit
Committee
Chairman

Indefinite term; since 2012

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

53

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

David A. Massart
Born: 1967

Trustee

Indefinite term; since 2012

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

53

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

Janet D. Olsen
Born: 1956

Trustee

Indefinite term; since 2018

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

53

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

Interested Trustee

Michael A. Castino
Born: 1967

Trustee and
Chairman

Indefinite term; Trustee
since 2014; Chairman
since 2013

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

53

None

 

20

 

 

Premise Capital Diversified Tactical ETF

 

TRUSTEES AND OFFICERS

(Unaudited) (Continued)

 

 

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

 

Name and
Year of Birth

Position(s)
Held with
the Trust

Term of Office and
Length of Time
Served

Principal Occupation(s)
During Past 5 Years

Principal Officers of the Trust

Kristina R. Nelson
Born: 1982

President

Indefinite term;
since 2019

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

Michael D. Barolsky
Born: 1981

Vice President

Indefinite term;
since 2014 (other roles since 2013)

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

Alyssa M. Bernard

Born: 1988

Vice President

Indefinite term;

since 2021

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

Elizabeth B. Scalf
Born: 1985

Chief Compliance
Officer and Anti-Money Laundering Officer

Indefinite term;
since 2021

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

Kristen M. Weitzel, CPA
Born: 1977

Treasurer

Indefinite term;
since 2014 (other roles since 2013)

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

Isabella K. Zoller

Born: 1994

Secretary

Indefinite term;

since 2021

(other roles since 2020)

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

Elizabeth A. Winske
Born: 1983

Assistant Treasurer

Indefinite term;
since 2017

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

 

21

 

 

Premise Capital Diversified Tactical ETF

 

TRUSTEES AND OFFICERS

(Unaudited) (Continued)

 

 

Name and
Year of Birth

Position(s)
Held with
the Trust

Term of Office and
Length of Time
Served

Principal Occupation(s)
During Past 5 Years

Jason E. Shlensky
Born: 1987

Assistant Treasurer

Indefinite term;
since 2019

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

Jessica L. Vorbeck

Born: 1984

Assistant Treasurer

Indefinite term;

since 2020

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

Cynthia L. Andrae
Born: 1971

Deputy Chief Compliance Officer

Indefinite term;
Since 2021

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

 

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

 

22

 

 

Premise Capital Diversified Tactical ETF

 

Expense Example

For the Six-Months Ended September 30, 2021 (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 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 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 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
April 1, 2021

Ending
Account Value
September 30, 2021

Expenses
Paid During
the Period
(1)

Actual

$ 1,000.00

$ 1,047.10

$3.85

Hypothetical (5% annual return before expenses)

$ 1,000.00

$ 1,021.31

$3.80

 

(1)

The dollar amounts shown as expenses paid during the period are equal to the annualized expense ratio, 0.75%, multiplied by the average account value during the period, multiplied by 183/365, to reflect the one-half year period.

 

23

 

 

Premise Capital Diversified Tactical 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, 2020. The report concluded that the Program is reasonably designed to assess and manage the Series’ liquidity risk and has operated adequately and effectively to manage such risk. The report reflected that there were no liquidity events that impacted the Series’ ability to timely meet redemptions without dilution to existing shareholders. The report further noted that no material changes have been made to the Program since its implementation.

 

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

 

24

 

 

Premise Capital Diversified Tactical ETF

 

Federal Tax Information

(Unaudited)

 

 

For the fiscal year ended September 30, 2021, certain dividends paid by the Fund 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 0.00%.

 

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 0.00%.

 

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%.

 

Foreign Tax Credit Pass Through
(Unaudited)

 

 

For the year ended September 30, 2021, the Fund earned foreign source income and paid foreign taxes, which it intends to pass through to its shareholders pursuant to Section 853 of the Internal Revenue Code as follows:

 

Foreign Source
Income Earned

Foreign
Taxes Paid

$185,340

$19,756

 

 

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. 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.tctl.us daily.

 

25

 

 

Premise Capital Diversified Tactical ETF

 

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 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.tctl.us .

 

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 .

 

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.tctl.us .

 

26

 

 

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(This Page Intentionally Left Blank.)

 

 

Adviser and Index Provider

Premise Capital, LLC
300 East 5th Avenue, Suite 265
Naperville, Illinois 60563

 

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

 

Premise Capital Diversified Tactical ETF

Symbol – TCTL
CUSIP – 26922A768

 

 

 

(b) Not applicable.