Annual Report

December 31, 2021

 

 

LHA Market State® Alpha Seeker ETF

Ticker: MSVX

 

LHA Market State® Tactical Beta ETF

Ticker: MSTB

 

 

 

LHA Market State® Shares

 

TABLE OF CONTENTS

 

 

Page

Letter to Shareholders

1

Performance Summary

4

Portfolio Allocation

6

Schedules of Investments

7

Statements of Assets & Liabilities

11

Statements of Operations

12

Statements of Changes in Net Assets

13

Financial Highlights

15

Notes to Financial Statements

17

Report of Independent Registered Public Accounting Firm

32

Trustees and Officers

34

Expense Examples

37

Review of Liquidity Risk Management Program

39

Federal Tax Information

40

Information About Portfolio Holdings

41

Frequency Distribution of Premiums and Discounts

41

 

 

 

Dear Shareholder,

 

This annual report reflects the Funds’ performance for the period of January 1, 2021 through December 31, 2021 (the “current fiscal period”) for the LHA Market State® Alpha Seeker ETF (“MSVX”) and for the LHA Market State® Tactical Beta ETF (“MSTB”).

 

US Equity markets continued their relentless march upwards, as the S&P 500 (TR) posted a 28.71% gain for the year. In contrast to this time a year ago, Global economies are displaying continued strength despite the emergence of new COVID strains, continued supply chain disruptions, increased inflation and ongoing conflicts with Russia and China. As we enter a potentially new economic regime, characterized by reduced monetary stimulus and rising interest rates, there is much left to the imagination and little to experience. While it is too soon to discern which of these factors will prove impactful in 2022 and how disruptive any or all may be, there are clearly potential sources of concern.

 

The signs of a possibly overextended rally in equities are easily spotted and well publicized. The timing of fear routing greed is especially difficult. As in most years, the coming 12 months may also hold at least a few surprises. With luck, they will be predominantly positive. However, it’s not certain that anyone saw COVID coming. Fortunately, our process is about responding to markets as they are, not as we think they should or may be.

 

MSVX

 

MSVX may be described as an absolute return strategy that seeks to provide positive returns across multiple market cycles for purposes of portfolio diversification. From December 31, 2020 through December 31, 2021 in a challenging year for tactical strategies, MSVX’s Net Asset Value (“NAV”) increased 6.28%. MSVX’s market value rose 6.21% during the same fiscal period. The S&P 500 (TR) Index® increased 28.71% during the 2021 fiscal period.

 

In a variety of different VIX and equity market environments, MSVX is intended to offer valuable diversifying exposure characteristics that can act like a hedge during crisis periods, but also seek to provide return in calm markets when dedicated hedges often suffer substantial losses. This profile has the potential to add distinct optionality that can improve the risk / reward tradeoff of a traditional diversified portfolio.

 

MSTB

 

In a year with few drawdowns in the S&P 500, despite the VIX averaging close to 20 for the calendar year, MSTB had a net return of 22.25% on a NAV basis during the current fiscal period, 2021. MSTB’s market value returned 22.00% during the same fiscal period. The S&P 500 (TR) Index® increased 28.71% during 2021. Periods with little or no real volatility (read drawdowns of 5% or greater) can be somewhat problematic for the

 

Little Harbor Advisors, LLC | 30 Doaks Lane ● Marblehead, MA 01945 | www.LittleHarborAdvisors.com

 

 

 

technology underlying MSTB. Minor corrections can induce minor hedges which are subsequently unwound, negatively impacting returns. More extreme price movements are when the strategy has added its most value in the past and is expected to in the future.

 

We thank you once again for your support and confidence and are optimistic that MSVX and MSTB will continue to fulfill expectations in 2022.

 

Sincerely,

 

 

Jeff Landle, CFA
Chief Investment Officer

 

Must be proceeded or accompanied by a current prospectus.

 

Past performance does not guarantee future results.

 

Little Harbor Advisors, LLC | 30 Doaks Lane ● Marblehead, MA 01945 | www.LittleHarborAdvisors.com

 

 

 

This information is provided for informational purposes only. This is not an offer to sell or a solicitation of an offer to buy an interest in any investment fund or for the provision of any investment management or advisory services. Investing involves risk. Principal loss is possible.

 

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 particular fund. Brokerage commissions will reduce returns. MSVX and MSTB (each referred to as a “Fund”) will use future contracts. The potential loss of principal in regard to futures contracts can be in amounts greater than the initial amount invested in the futures contract. The Funds will invest in other ETFs which involves additional risks such as limited liquidity and greater volatility.

 

Fund holdings and sector allocations are subject to change at any time and should not be considered recommendations to buy or sell any security. Please see the Schedule of Investments in this report for a complete list of fund holdings.

 

The Cboe Volatility Index® (VIX®) is a leading measure of market expectations of near-term volatility conveyed by S&P 500 Index® (SPX) option prices. It is not possible to invest directly in an index.

 

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

 

Up-capture measures the percentage of market gains captured by an investment manager when markets have increased in value. Down-capture measures the percentage of market losses endured by an investment manager when markets have declined in value. M2 is a measure of the money supply that includes cash, checking deposits, and easily convertible near money. M2 is a broader measure of the money supply than M1, which just includes cash and checking deposits.

 

Opinions expressed are subject to change at any time, are not guaranteed, and should not be considered investment advice. Diversification does not assure a profit, nor does it protect against a loss in a declining market.

 

MSVX and MSTB are distributed by Quasar Distributors, LLC. No other products mentioned are distributed by Quasar Distributors, LLC.

 

Little Harbor Advisors, LLC | 30 Doaks Lane ● Marblehead, MA 01945 | www.LittleHarborAdvisors.com

 

 

LHA Market State® Alpha Seeker ETF

 

Performance Summary
(Unaudited)

 

Growth of $10,000

 

 

Average Annual Returns
December 31, 2021

One Year

Since
Inception
(5/13/2020)

LHA Market State® Alpha Seeker ETF - NAV

6.28%

1.48%

LHA Market State® Alpha Seeker ETF - Market

6.21%

1.41%

S&P 500® Index

28.71%

39.97%

 

This chart illustrates the performance of a hypothetical $10,000 investment made on May 13, 2020 and is not intended to imply any future performance. The returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. The chart assumes reinvestment of capital gains and dividends. It is not possible to invest directly in an index.

 

The Performance data quoted is historical. Past performance is no guarantee of future results. Current performance may be higher or lower than the performance data quoted. The principal value and investment return of an investment will fluctuate so that your shares, when redeemed, may be worth more or less than their original cost. The total operating expenses as stated in the fee table to the Fund’s prospectus dated April 30, 2021, is 1.50%. For performance information current to the most recent month-end, please visit the funds website at www.lhafunds.com.

 

4

 

 

LHA Market State® Tactical Beta ETF

 

PERFORMANCE SUMMARY
(Unaudited)

 

Growth of $10,000

 

 

Average Annual Returns
December 31, 2021

One Year

Since
Inception
(9/29/2020)

LHA Market State® Tactical Beta ETF - NAV

22.25%

26.30%

LHA Market State® Tactical Beta ETF - Market

22.00%

26.53%

S&P 500® Index

28.71%

34.86%

 

This chart illustrates the performance of a hypothetical $10,000 investment made on September 29, 2020, and is not intended to imply any future performance. The returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. The chart assumes reinvestment of capital gains and dividends. It is not possible to invest directly in an index.

 

The Performance data quoted is historical. Past performance is no guarantee of future results. Current performance may be higher or lower than the performance data quoted. The principal value and investment return of an investment will fluctuate so that your shares, when redeemed, may be worth more or less than their original cost. The total operating expenses as stated in the fee table to the Fund’s prospectus dated April 30, 2021, is 1.15%. For performance information current to the most recent month-end, please visit the funds website at www.lhafunds.com.

 

5

 

 

LHA Market State® Shares

 

Portfolio Allocation

As of December 31, 2021 (Unaudited)

 

LHA Market State® Alpha Seeker ETF

 

Security Type

Percentage of
Net Assets

Short-Term Investments

103.6%

Liabilities in Excess of Other Assets

(3.6)

Total

100.0%

 

LHA Market State® Tactical Beta ETF

 

Security Type

Percentage of
Net Assets

Exchange-Traded Fund

56.2%

Short-Term Investments

43.2

Other Assets in Excess of Liabilities

0.6

Total

100.0%

 

6

 

 

LHA Market State® Alpha Seeker ETF

 

Schedule of Investments
December 31, 2021

 

 

Par

 

Security Description

 

Effective
Yield

   

Maturity

   

Value

 
       

SHORT-TERM INVESTMENTS — 103.6%

               
       

U. S. Treasury Bills — 21.3%

               
  $ 5,843,000  

United States Treasury Bill (b)(c)

    0.03 %     4/21/2022     $ 5,841,794  
                                 

 

 

Shares

           
       

Money Market Funds — 82.3%

       
    11,331,210  

First American Government Obligations Fund, Class X, 0.03% (a)(d)

    11,331,210  
    11,331,211  

First American Treasury Obligations Fund, Class X, 0.01% (a)(d)

    11,331,211  
              22,662,421  
       

TOTAL SHORT-TERM INVESTMENTS (Cost $28,504,974)

    28,504,215  
       

TOTAL INVESTMENTS — 103.6% (Cost $28,504,974)

    28,504,215  
       

LIABILITIES IN EXCESS OF OTHER ASSETS — (3.6)%

    (977,984 )
       

NET ASSETS — 100.0%

  $ 27,526,231  

 

Percentages are stated as a percentage of net assets.

 

(a)

Fair value of this security exceeds 25% of the Fund’s net assets. Additional information about this security, including the financial statements, is available from the SEC’s EDGAR database at www.sec.gov.

(b)

All or a portion of this security is held as collateral for written options and futures. At December 31, 2021, the total value of this security held as collateral amounted to $5,841,794 or 21.3% of net assets.

(c)

Zero coupon bond.

(d)

Annualized seven-day yield as of December 31, 2021.

 

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

 

7

 

 

LHA Market State® Alpha Seeker ETF

 

Schedule of Open Futures Contracts
December 31, 2021

 

 

Number
of Short
Contracts

 

Description

Expiration
Month

 

Notional
Value

   

Value &
Unrealized
Appreciation
(Depreciation)

 
    (29)  

S&P 500 E-Mini Future (a)

March 2022

  $ (6,899,825 )   $ 36,304  

 

(a)

Exchange Traded.

 

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

 

8

 

 

LHA Market State® Tactical Beta ETF

 

Schedule of Investments
December 31, 2021

 

 

Shares

 

Security Description

 

Value

 
       

EXCHANGE-TRADED FUNDS — 56.2% (a)

       
    404,935  

SPDR S&P 500 ETF Trust (b)(c)

  $ 192,327,928  
       

TOTAL EXCHANGE-TRADED FUNDS (Cost $171,383,347)

    192,327,928  

 

 

Par

     

Effective
Yield

   

Maturity

   

Value

 
       

SHORT-TERM INVESTMENTS — 43.2%

               
       

U. S. Treasury Bills — 5.3%

               
  $ 13,132,000  

United States Treasury Bill (c)(d)

    0.04 %     8/11/2022       13,116,552  
    4,904,000  

United States Treasury Bill (c)(d)

    0.04 %     1/27/2022       4,903,926  
                              18,020,478  

 

 

Shares

           
       

Money Market Funds — 37.9%

       
    64,916,344  

First American Government Obligations Fund, Class X, 0.03% (e)

    64,916,344  
    64,916,343  

First American Treasury Obligations Fund, Class X, 0.01% (e)

    64,916,343  
              129,832,687  
       

TOTAL SHORT-TERM INVESTMENTS (Cost $147,865,510)

    147,853,165  
       

TOTAL INVESTMENTS — 99.4% (Cost $319,248,857)

    340,181,093  
       

OTHER ASSETS IN EXCESS OF LIABILITIES — 0.6%

    1,999,725  
       

NET ASSETS — 100.0%

  $ 342,180,818  

 

Percentages are stated as a percentage of net assets.

 

(a)

The risks of investing in investment companies, such as the underlying ETFs, typically reflect the risks of the types of investments in which the investment companies invest.

(b)

Fair value of this security exceeds 25% of the Fund’s net assets. Additional information about this security, including the financial statements, is available from the SEC’s EDGAR database at www.sec.gov.

(c)

All or a portion of this security is held as collateral for written options and futures. At December 31, 2021, the total value of this security held as collateral amounted to $76,934,760 or 22.5% of net assets.

(d)

Zero coupon bond.

(e)

Annualized seven-day yield as of December 31, 2021.

 

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

 

9

 

 

LHA Market State® Tactical Beta ETF

 

Schedule of Open Futures Contracts
December 31, 2021

 

 

Number
of Long
Contracts

 

Description

Expiration
Month

 

Notional
Value

   

Value &
Unrealized
Appreciation
(Depreciation)

 
    580  

S&P 500 E-Mini Future (a)

March 2022

  $ 137,996,500     $ 2,028,961  

 

(a)

Exchange Traded.

 

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

 

10

 

 

LHA Market State® Shares

 

Statements of Assets and Liabilities
December 31, 2021

 

 

 

LHA Market
State
® Alpha
Seeker ETF

   

LHA Market
State
® Tactical
Beta ETF

 

ASSETS

               

Investments in securities, at value(a)

  $ 28,504,215     $ 340,181,093  

Unrealized appreciation on open futures contracts

    36,304       2,028,961  

Dividends and interest receivable

    1,437       637,709  

Receivable for securities sold

          911,370  

Receivable for capital shares sold

          805,140  

Transaction fees receivable

          802  

Total Assets

    28,541,956       344,565,075  
                 

LIABILITIES

               

Payable for capital shares redeemed

          1,614,480  

Payable to broker for futures

    988,998       465,797  

Management fees payable

    25,550       299,018  

Broker interest payable

    1,177       4,962  

Total Liabilities

    1,015,725       2,384,257  
                 

NET ASSETS

  $ 27,526,231     $ 342,180,818  
                 

NET ASSETS CONSIST OF:

               

Paid-in capital

  $ 28,046,487     $ 318,932,359  

Total distributable earnings (accumulated deficit)

    (520,256 )     23,248,459  

Net assets

  $ 27,526,231     $ 342,180,818  
                 

Net asset value:

               

Net assets

  $ 27,526,231     $ 342,180,818  

Shares outstanding (b)

    1,100,000       10,625,000  

Net asset value, offering and redemption price per share

  $ 25.02     $ 32.21  
                 

(a) Identified cost:

               

Investments in securities

  $ 28,504,974     $ 319,248,857  

(b) No par value, unlimited number of shares authorized.

               

 

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

 

11

 

 

LHA Market State® Shares

 

Statements of Operations

For the Year Ended December 31, 2021

 

   

LHA Market
State
® Alpha
Seeker ETF

   

LHA Market
State
® Tactical
Beta ETF

 

INVESTMENT INCOME

               

Dividends

  $ 7     $ 1,446,084  

Interest

    6,612       19,307  

Total investment income

    6,619       1,465,391  
                 

EXPENSES

               

Management fees

    257,477       1,869,151  

Broker interest expense

    16,403       52,145  

Total expenses

    273,880       1,921,296  
                 

Net investment income (loss)

    (267,261 )     (455,905 )
                 

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS

               

Net realized gain (loss) on:

               

Investments

    784,063       (5,557,980 )

Futures

    223,586       14,995,309  

Written options

    107,772       (154,730 )

Change in unrealized appreciation (depreciation) on:

               

Investments

    3,609       19,902,134  

Futures

    36,304       1,725,961  

Net realized and unrealized gain (loss) on investments

    1,155,334       30,910,694  

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS

  $ 888,073     $ 30,454,789  

 

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

 

12

 

 

LHA Market State® Alpha Seeker ETF

 

Statements of Changes in Net Assets

 

   

Year Ended
December 31,
2021

   

Period Ended
December 31,
2020
(a)

 

OPERATIONS

               

Net investment income (loss)

  $ (267,261 )   $ (222,196 )

Net realized gain (loss) on investments, written options and futures

    1,115,421       (921,628 )

Change in unrealized appreciation (depreciation) on investments and futures

    39,913       (4,368 )

Net increase (decrease) in net assets resulting from operations

    888,073       (1,148,192 )
                 

DISTRIBUTIONS TO SHAREHOLDERS

               

Net distributions to shareholders

    (103,144 )     (344,552 )

Total distributions to shareholders

    (103,144 )     (344,552 )
                 

CAPITAL SHARE TRANSACTIONS

               

Proceeds from shares sold

    11,561,270       36,787,960  

Payments for shares redeemed

    (2,551,583 )     (17,577,297 )

Transaction fees (Note 8)

    2,823       10,873  

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

    9,012,510       19,221,536  

Net increase (decrease) in net assets

  $ 9,797,439     $ 17,728,792  
                 

NET ASSETS

               

Beginning of year

  $ 17,728,792     $  

End of year

  $ 27,526,231     $ 17,728,792  

 

(a)

The Fund commenced operations on May 13, 2020. The information presented is for the period from May 13, 2020 to December 31, 2020.

(b)

A summary of capital share transactions is as follows:

 

   

Shares

   

Shares

 

Shares sold

    450,000       1,475,000  

Shares redeemed

    (100,000 )     (725,000 )

Net increase (decrease)

    350,000       750,000  

 

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

 

13

 

 

LHA Market State® Tactical Beta ETF

 

Statements of Changes in Net Assets

 

   

Year Ended
December 31,
2021

   

Period Ended
December 31,
2020
(a)

 

OPERATIONS

               

Net investment income (loss)

  $ (455,905 )   $ (8,607 )

Net realized gain (loss) on investments, written options and futures

    9,282,599       1,393,328  

Change in unrealized appreciation (depreciation) on investments and futures

    21,628,095       1,333,102  

Net increase (decrease) in net assets resulting from operations

    30,454,789       2,717,823  
                 

DISTRIBUTIONS TO SHAREHOLDERS

               

Net distributions to shareholders

    (7,040,398 )     (648,256 )

Total distributions to shareholders

    (7,040,398 )     (648,256 )
                 

CAPITAL SHARE TRANSACTIONS

               

Proceeds from shares sold

    303,171,275       65,667,018  

Payments for shares redeemed

    (20,818,003 )     (31,393,678 )

Transaction fees (Note 8)

    70,248        

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

    282,423,520       34,273,340  

Net increase (decrease) in net assets

  $ 305,837,911     $ 36,342,907  
                 

NET ASSETS

               

Beginning of year

  $ 36,342,907     $  

End of year

  $ 342,180,818     $ 36,342,907  

 

(a)

The Fund commenced operations on September 29, 2020. The information presented is for the period from September 29, 2020 to December 31, 2020.

(b)

A summary of capital share transactions is as follows:

 

   

Shares

   

Shares

 

Shares sold

    9,950,000       2,575,000  

Shares redeemed

    (675,000 )     (1,225,000 )

Net increase (decrease)

    9,275,000       1,350,000  

 

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

 

14

 

 

LHA Market State® Alpha Seeker ETF

 

Financial Highlights

For a capital share outstanding throughout the year/period

 

   

Year Ended
December 31,
2021

   

Period Ended
December 31,
2020
(a)

 

Net asset value, beginning of year/period

  $ 23.64     $ 25.00  
                 

INCOME (LOSS) FROM INVESTMENT OPERATIONS:

               

Net investment income (loss) (b)(g)

    (0.29 )     (0.20 )

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

    1.76       (0.71 )

Total from investment operations

    1.47       (0.91 )
                 

DISTRIBUTIONS TO SHAREHOLDERS:

               

From net investment income

    (0.09 )     (0.46 )

Total distributions to shareholders

    (0.09 )     (0.46 )
                 

CAPITAL SHARE TRANSACTIONS

               

Transaction fees (Note 8)

    0.00 (j)      0.01  
                 

Net asset value, end of year/period

  $ 25.02     $ 23.64  
                 

Total return

    6.28 %     -3.62 %(d)
                 

SUPPLEMENTAL DATA:

               

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

  $ 27,526     $ 17,729  
                 

RATIOS TO AVERAGE NET ASSETS:

               

Expenses to average net assets(h)(i)

    1.17 %     1.42 %(e)

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

    -1.14 %     -1.33 %(e)

Portfolio turnover rate (f)

    3520 %     1603 %(d)

 

(a)

The Fund commencement of operations on May 13, 2020.

(b)

Calculated based on average shares outstanding during the period.

(c)

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.

(d)

Not annualized.

(e)

Annualized

(f)

Excludes the impact of in-kind transactions.

(g)

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

(h)

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

(i)

Includes broker interest expense of 0.07% and 0.32%, respectively.

(j)

Less than $0.005.

 

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

 

15

 

 

LHA Market State® Tactical Beta ETF

 

Financial Highlights

For a capital share outstanding throughout the year/period

 

   

Year Ended
December 31,
2021

   

Period Ended
December 31,
2020
(a)

 

Net asset value, beginning of year/period

  $ 26.92     $ 25.00  
                 

INCOME (LOSS) FROM INVESTMENT OPERATIONS:

               

Net investment income (loss) (b)(g)

    (0.08 )     (0.01 )

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

    6.07       2.41  

Total from investment operations

    5.99       2.40  
                 

DISTRIBUTIONS TO SHAREHOLDERS:

               

From net investment income

          (0.27 )

From net realized gains

    (0.71 )     (0.21 )

Total distributions to shareholders

    (0.71 )     (0.48 )
                 

CAPITAL SHARE TRANSACTIONS

               

Transaction fees (Note 8)

    0.01        
                 

Net asset value, end of year/period

  $ 32.21     $ 26.92  
                 

Total return

    22.25 %     9.65 %(d)
                 

SUPPLEMENTAL DATA:

               

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

  $ 342,181     $ 36,343  
                 

RATIOS TO AVERAGE NET ASSETS:

               

Expenses to average net assets(h)(i)

    1.13 %     1.13 %(e)

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

    -0.27 %     -0.11 %(e)

Portfolio turnover rate (f)

    132 %     132 %(d)

 

(a)

The Fund commencement of operations on September 29, 2020.

(b)

Calculated based on average shares outstanding during the period.

(c)

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.

(d)

Not annualized.

(e)

Annualized

(f)

Excludes the impact of in-kind transactions.

(g)

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

(h)

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

(i)

Includes broker interest expense of 0.03%.

 

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

 

16

 

 

LHA Market State® Shares

 

Notes to Financial Statements

December 31, 2021

 

NOTE 1 – ORGANIZATION

 

LHA Market State® Alpha Seeker ETF and LHA Market State® Tactical Beta ETF (individually each a “Fund” or collectively the “Funds”) are 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 Funds’ shares is registered under the Securities Act of 1933, as amended (the “Securities Act”). LHA Market State® Alpha Seeker ETF is an actively-managed exchange-traded fund (“ETF”) that seeks to provide positive returns across multiple market cycles that are generally not correlated to the U.S. equity or fixed income markets by investing long or short in instruments linked directly or indirectly to the performance and/or volatility of the S&P 500® Index based on models and analyses that seek to estimate the direction of the U.S. equity market. LHA Market State® Tactical Beta is an actively-managed ETF and seeks long-term out-performance relative to the large-capitalization U.S. equity market by investing long or short in instruments linked directly or indirectly to the performance and/or volatility of the S&P 500 Index based on models and analyses that seek to estimate the direction of the S&P 500® Index. LHA Market State® Alpha Seeker ETF commenced operations on May 13, 2020, and LHA Market State® Tactical Beta ETF commenced operations on September 29, 2020.

 

The end of the reporting period for the Funds is December 31, 2021. The period covered by these Notes to Financial Statements is the year ended December 31, 2021 (the “current fiscal period”).

 

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

 

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

 

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

 

 

A.

Security Valuation. All equity securities, including domestic and foreign common stocks, preferred stocks, and exchange-traded funds that are traded on a national securities exchange, except those listed on the Nasdaq Global MarketTM, Nasdaq Global Select MarketTM, and the Nasdaq Capital Market ExchangeTM (collectively, “Nasdaq”) are valued at the last reported sale price on the exchange on which the security is principally traded. Securities traded

 

17

 

 

LHA Market State® Shares

 

NOTES TO FINANCIAL STATEMENTS
December 31, 2021 (Continued)

 

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.

 

Futures contracts will be valued at the settlement price from the exchange on which they are traded.

 

Exchange traded options are valued at the composite mean price, which calculates the mean of the highest bid price and lowest asked price across the exchanges where the option is principally traded. On the last trading day prior to expiration, expiring options will be priced at intrinsic value.

 

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

 

Debt securities, including short-term debt instruments having a maturity of less than 60 days, are valued in accordance with prices provided by a pricing service. Pricing services may use various valuation methodologies such as the mean between the bid and asked prices, matrix pricing and other analytical pricing models as well as market transactions and dealer quotations.

 

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

 

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

 

 

Level 1 –

Unadjusted quoted prices in active markets for identical assets or liabilities that the Funds have the ability to access.

 

18

 

 

LHA Market State® Shares

 

NOTES TO FINANCIAL STATEMENTS
December 31, 2021 (Continued)

 

 

Level 2 –

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

 

 

Level 3 –

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

 

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

 

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

 

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

 

LHA Market State® Alpha Seeker ETF

 

Assets^

 

Level 1

   

Level 2

   

Level 3

   

Total

 

Short-Term Investments

  $ 22,662,421     $ 5,841,794     $     $ 28,504,215  

Total Investments in Securities

  $ 22,662,421     $ 5,841,794     $     $ 28,504,215  

 

^

See Schedule of Investments for further disaggregation of investment categories.

 

19

 

 

LHA Market State® Shares

 

NOTES TO FINANCIAL STATEMENTS
December 31, 2021 (Continued)

 

Other Financial
Instruments
(a)

 

Level 1

   

Level 2

   

Level 3

   

Total

 

Futures Contracts

  $ 36,304     $     $     $ 36,304  

 

(a)

Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures contracts which are reflected at the unrealized appreciation (depreciation) on the instrument.

 

LHA Market State® Tactical Beta ETF

 

Assets^

 

Level 1

   

Level 2

   

Level 3

   

Total

 

Exchange-Traded Funds

  $ 192,327,928     $     $     $ 192,327,928  

Short-Term Investments

    129,832,687       18,020,478             147,853,165  

Total Investments in Securities

  $ 322,160,615     $ 18,020,478     $     $ 340,181,093  

 

^

See Schedule of Investments for further disaggregation of investment categories.

 

Other Financial
Instruments
(a)

 

Level 1

   

Level 2

   

Level 3

   

Total

 

Futures Contracts

  $ 2,028,961     $     $     $ 2,028,961  

 

(a)

Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures contracts which are reflected at the unrealized appreciation (depreciation) on the instrument.

 

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

 

 

B.

Federal Income Taxes. The Funds’ policy is to comply with the provisions of Subchapter M of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies and to distribute substantially all of their net investment income and net capital gains to shareholders. Therefore, no federal income tax provision is required. The Funds plan to file U.S. Federal and various state and local tax returns.

 

The Funds recognize the tax benefits of uncertain tax positions only when the position is more likely than not to be sustained. Management has analyzed the Funds’ 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

 

20

 

 

LHA Market State® Shares

 

NOTES TO FINANCIAL STATEMENTS
December 31, 2021 (Continued)

 

are determined in accordance with federal income tax regulations, which may differ from U.S. GAAP. The Funds recognize interest and penalties, if any, related to unrecognized tax benefits on uncertain positions as income tax expenses in the Statements of Operations. During the current fiscal period, the Funds did not incur any interest or penalties.

 

 

C.

Security Transactions and Investment Income. Investment securities transactions are accounted for on the trade date. Gains and losses realized from sales of securities are determined on a specific identification basis. Dividend income is recorded on the ex-dividend date. Interest income is recorded on an accrual basis. Discounts and premiums on securities purchased are accreted and amortized using the effective yield method.

 

 

D.

Distributions to Shareholders. Distributions to shareholders from net investment income and net realized gains on securities are declared and paid at least on 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 and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the current fiscal period. Actual results could differ from those estimates.

 

 

F.

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

 

 

G.

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.

 

21

 

 

LHA Market State® Shares

 

NOTES TO FINANCIAL STATEMENTS
December 31, 2021 (Continued)

 

These differences are primarily due to differing book and tax treatments for in-kind transactions and net operating losses. For the fiscal year ended December 31, 2021, the following table shows the reclassifications made:

 

   

Distributable
Earnings
(Accumulated
Deficit)

   

Paid-In
Capital

 

LHA Market State® Alpha Seeker ETF

  $ 276,818     $ (276,818 )

LHA Market State® Tactical Beta ETF

  $ (1,625,447 )   $ 1,625,447  

 

During the fiscal period ended December 31, 2021, the Funds realized the following net capital gains (losses) from in-kind redemptions, in which shareholders exchanged Fund shares for securities held by the Funds rather than for cash. Because such gains (losses) are not taxable to the Funds, and gains are not distributed to shareholders, they have been reclassified from distributable earnings (accumulated deficit) to paid-in capital.

 

LHA Market State® Alpha Seeker ETF

  $ (9,557 )

LHA Market State® Tactical Beta ETF

  $ 2,081,352  

 

 

H.

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

 

 

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 Funds’ financial statements.

 

NOTE 3 – ADDITIONAL DISCLOSURES ABOUT DERIVATIVE INSTRUMENTS

 

Futures Contracts. Each Fund may invest in futures contracts to hedge or manage risks associated with the Fund’s investments in securities or to gain exposure to certain asset classes or markets. Each Fund may purchase or sell futures contracts only if the Fund’s liabilities for the futures position are “covered” by an offsetting position in a futures contract or by the Fund segregating liquid assets equal to the Fund’s liabilities

 

22

 

 

LHA Market State® Shares

 

NOTES TO FINANCIAL STATEMENTS
December 31, 2021 (Continued)

 

on the futures contract. Upon entering into a financial futures contract, a Fund is required to pledge to the broker an amount of cash, U.S. government securities or other assets, equal to a certain percentage of the contract amount (initial margin deposit). Subsequent payments, known as “variation margin,” are made or received by the Funds on an as needed basis. The Funds record an unrealized gain or loss by marking each futures contract to market. A realized gain or loss is recorded when the contract is closed. Should market conditions move unexpectedly, the Funds may not achieve the anticipated benefits of the financial futures contracts and may realize a loss. The use of futures transactions involves the risk of imperfect correlation in movements in the price of futures contracts, interest rates and the underlying assets. Futures contracts may have off-balance sheet risk. Off-balance sheet risk exists when the maximum potential loss on a particular financial instrument is greater than the value of such financial instrument, as reflected in the Schedules of Open Futures Contracts.

 

Positions in futures contracts may be closed out only on an exchange that provides a secondary market for such futures. However, there can be no assurance that a liquid secondary market will exist for any particular futures contract at any specific time. Thus, it may not be possible to close a futures position. In the event of adverse price movements, the Funds may be required to make cash payments to maintain the required margin. In such situations, if a Fund had insufficient cash, it might have to sell portfolio securities to meet margin requirements at a time when it would be disadvantageous to do so. In addition, the Fund might be required to make delivery of the underlying instruments of futures contracts it holds. The inability to close positions in futures could also have an adverse impact on the Funds’ ability to hedge or manage risks effectively. Cash collateral held by the Funds is presented on the Statements of Assets and Liabilities under segregated cash at broker for futures and options, if any.

 

Options Contracts. The Funds may also purchase put or call options (or options spreads) on the VIX Index, the S&P 500, or in ETNs or ETFs that seek exposure to short-term VIX Index futures contracts.

 

Purchasing a call option gives the buyer the right to purchase shares of the reference asset at a specified price (“strike price”) until a specified date (“expiration date”) (American-style options) or at the expiration date (European-style options). The buyer of the call option pays an amount (premium) for buying the option. In the event the reference asset appreciates above the strike price, the buyer can exercise the option and receive the reference asset (for American-style options) or receive the difference between the value of the reference asset and the strike price (for European-style options) (which gain is offset by the premium initially paid), and in the event the reference asset declines in value, the call option may end up worthless and the Funds’ loss is limited to the amount of premium it paid. The Funds’ investments in call options and put options on the S&P 500 or the VIX Index are generally expected to be European-style options.

 

23

 

 

LHA Market State® Shares

 

NOTES TO FINANCIAL STATEMENTS
December 31, 2021 (Continued)

 

Purchasing a put option gives the buyer the right to sell shares of a reference asset at a strike price until the expiration date (American-style options) or at the expiration date (European-style options). The buyer of the put option pays an amount (premium) for buying the option. In the event the reference asset declines in value below the strike price and a Fund exercises its put option, the Fund will be entitled to deliver the reference asset (for American-style options) or receive the difference between the strike price and the value of the reference asset (for European-style options) (which gain is offset by the premium originally paid by the Fund), and in the event the reference asset closes above the strike price as of the expiration date, the put option may end up worthless and the Fund’s loss is limited to the amount of premium it paid.

 

A call spread entails the purchase of a call option and the sale of a call option on the same reference asset with the same expiration date but a higher strike price. A put spread entails the purchase of a put option and the sale of a put option on the same reference asset with the same expiration date but a lower strike price. The premium received from the sale of the call or put options is generally expected to offset the cost to the Fund of the purchased options in exchange for limiting the maximum return from such options.

 

The Funds may also write options. A written (sold) call option gives the seller the obligation to sell shares of the underlying asset at a specified prince (“strike price”) at a specified date (“expiration date”). The writer (seller) of the call option receives an amount (premium) for writing (selling) the option. In the event the underlying asset appreciates above the strike price as of the expiration date, the writer (seller) of the call option will have to pay the difference between the value of the underlying asset and the strike price (which loss is offset by the premium initially received), and in the event the underlying asset declines in value, the call option may end up worthless and the writer (seller) of the call option retains the premium.

 

A written (sold) put option gives the seller the obligation to buy shares of the underlying asset at a specified price (“strike price”) at a specified date (“expiration date”). The writer (seller) of the put option receives an amount (premium) for writing (selling) the option. In the event the underlying asset depreciates below the strike price as of the expiration date, the writer (seller) of the put option pays the difference between the value of the underlying asset and the strike price (which loss is offset by the premium initially received), and in the event the underlying asset appreciates in value, the put option may end up worthless and the writer (seller) of the call option retains the premium.

 

When the Funds write an option, an amount equal to the premium received by the Funds is recorded as a liability and is subsequently adjusted to the current fair value of the options written. Premiums received from writing options that expire unexercised are treated by the Funds on the expiration date as realized gains from options

 

24

 

 

LHA Market State® Shares

 

NOTES TO FINANCIAL STATEMENTS
December 31, 2021 (Continued)

 

written. The difference between the premium and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or, if the premium is less than the amount paid for the closing purchase transaction, as a realized loss. If a call option is exercised, the premium is added to the proceeds from the sale of the underlying security in determining whether the Funds have realized a gain or loss. The Funds, as a writer of an option, bear the market risk of an unfavorable change in the price of the security underlying the written option.

 

For financial statement purposes, cash held at or due to the broker for futures and options is included in the Statements of Assets and Liabilities as deposits at broker for futures and options or payable to broker for futures and options. Broker interest paid by the Funds, if any, is included as broker interest expense in the Statements of Operations. As collateral for written options, the Funds maintain segregated assets consisting of cash, cash equivalents, or liquid securities (e.g. Permissible Assets). Segregated cash, if any, is included as segregated cash at broker for futures and options in the Statements of Assets and Liabilities. The Advisor may earmark or instruct the Funds’ custodian to segregate Permissible Assets in an amount at least equal to the market value, calculated on a daily basis, of the written options. Alternatively, a written call option contract can be “covered” through (a) ownership of the underlying instruments or (b) ownership of an option on such instruments at an exercise price equal to or lower than the exercise price of the short option, and a written put option contract can be “covered” (a) through ownership of a put option with an exercise price at least equal to the Funds’ delivery or purchase obligation or (b) through selling short the underlying instrument at a price at least equal to the Funds’ purchase obligation.

 

The effect of derivative instruments on the Statements of Assets and Liabilities as of the end of the current fiscal period was as follows:

 

   

Asset Derivatives

Fund

Derivatives
Not Accounted
For as Hedging
Instruments

Statement of
Assets and
Liabilities Location

 

Value

 

LHA Market State® Alpha Seeker ETF

Equity Contracts - Futures

Unrealized appreciation on open futures contracts

  $ 36,304  

LHA Market State® Tactical Beta ETF

Equity Contracts - Futures

Unrealized appreciation on open futures contracts

    2,028,961  

 

25

 

 

LHA Market State® Shares

 

NOTES TO FINANCIAL STATEMENTS
December 31, 2021 (Continued)

 

The effect of derivative instruments on the Statements of Operations for the current fiscal period was as follows:

 

Fund

Derivatives
Not Accounted
For as Hedging
Instruments

 

Net Realized
Gain (Loss)

   

Change in
Unrealized
Appreciation
(Depreciation)

 

LHA Market State® Alpha Seeker ETF

Equity Contracts - Futures

  $ 223,586     $ 36,304  

LHA Market State® Alpha Seeker ETF

Equity Contracts - Purchased Options

    (1,139,304 )*      

LHA Market State® Alpha Seeker ETF

Equity Contracts - Written Options

    107,772        

LHA Market State® Tactical Beta ETF

Equity Contracts - Futures

    14,995,309       1,725,961  

LHA Market State® Tactical Beta ETF

Equity Contracts - Written Options

    (154,730 )      

 

*

Included in net realized gain (loss) on investments as reported on the Statement of Operations.

 

The average monthly market values of outstanding purchased and written options during the current fiscal period were as follows:

 

   

Purchased
Options

   

Written
Options

 

LHA Market State® Alpha Seeker ETF

  $ 39,704     $ (241 )

LHA Market State® Tactical Beta ETF

          (698 )

 

The average monthly notional amount of short and long futures during the current fiscal period were as follows:

 

   

Short
Futures

   

Long
Futures

 

LHA Market State® Alpha Seeker ETF

  $ (2,053,260 )   $ 3,980,197  

LHA Market State® Tactical Beta ETF

          84,096,857  

 

Offsetting of Financial Assets and Derivatives Assets:

 

During the ordinary course of business, the Funds may enter into transactions subject to enforceable netting agreements or other similar arrangements (“netting agreements”). Generally, the right to offset in netting agreements allows the Funds to

 

26

 

 

LHA Market State® Shares

 

NOTES TO FINANCIAL STATEMENTS
December 31, 2021 (Continued)

 

offset any exposure to a specific counterparty with any collateral received or delivered to that counterparty based on the terms of the agreement. Generally, the Funds manage their cash collateral and securities collateral on a counterparty basis.

 

The following table provides a summary of offsetting financial assets and derivatives and the effect of derivative instruments on the Statements of Assets and Liabilities as of the end of the current fiscal period.

 

LHA Market State® Alpha Seeker ETF

 

   

Gross

   

Gross
Amounts
Offset in
the
Statement

   

Net
Amounts
Presented
in the
Statement

   

Gross Amounts not
offset in the Statement
of Assets and Liabilities

         

Description /
Counterparty

 

Amounts of
Recognized
Assets

   

of Assets
and
Liabilities

   

of Assets
and
Liabilities

   

Financial
Instruments

   

Collateral
Pledged

   

Net
Amount

 

Assets

                                       

Goldman Sachs

                                       

Futures Contracts

  $ 36,304     $     $ 36,304     $     $     $ 36,304  
    $ 36,304     $     $ 36,304     $     $     $ 36,304  

 

LHA Market State® Tactical Beta ETF

 

   

Gross

   

Gross
Amounts
Offset in
the
Statement

   

Net
Amounts
Presented
in the
Statement

   

Gross Amounts not
offset in the Statement
of Assets and Liabilities

         

Description /
Counterparty

 

Amounts of
Recognized
Assets

   

of Assets
and
Liabilities

   

of Assets
and
Liabilities

   

Financial
Instruments

   

Collateral
Pledged

   

Net
Amount

 

Assets

                                       

Goldman Sachs

                                       

Futures Contracts

  $ 2,028,961     $     $ 2,028,961     $     $     $ 2,028,961  
    $ 2,028,961     $     $ 2,028,961     $     $     $ 2,028,961  

 

27

 

 

LHA Market State® Shares

 

NOTES TO FINANCIAL STATEMENTS
December 31, 2021 (Continued)

 

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

 

NOTE 5 – COMMITMENTS AND OTHER RELATED PARTY TRANSACTIONS

 

Little Harbor Advisors, LLC (“the Adviser”), serves as the investment adviser to the Funds. Pursuant to an Investment Advisory Agreement (“Advisory Agreement”) between the Trust, on behalf of the Funds, and the Adviser, the Adviser provides investment advice to the Funds and oversees the day-to-day operations of the Funds, subject to the direction and control of the Board and the officers of the Trust. Under the Advisory Agreement, the Adviser is also responsible for arranging transfer agency, custody, fund administration, and all other related services necessary for the Funds to operate. Under the Advisory Agreement, the Adviser has agreed to pay all expenses incurred by 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 Funds, the Funds each pay the Adviser 1.10% at an annual rate based on the Fund’s average daily net assets.

 

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

 

28

 

 

LHA Market State® Shares

 

NOTES TO FINANCIAL STATEMENTS
December 31, 2021 (Continued)

 

NOTE 6 – PURCHASES AND SALES OF SECURITIES

 

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

 

   

Purchases

   

Sales

 

LHA Market State® Alpha Seeker ETF

  $ 127,612,983     $ 131,479,981  

LHA Market State® Tactical Beta ETF

    175,965,305       131,733,355  

 

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

 

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

 

   

In-Kind
Purchases

   

In-Kind
Sales

 

LHA Market State® Alpha Seeker ETF

  $ 705,473     $ 598,486  

LHA Market State® Tactical Beta ETF

    123,999,788       10,576,328  

 

NOTE 7 – INCOME TAX INFORMATION

 

The components of distributable earnings/(accumulated deficit) and cost basis of investments for federal income tax purposes as of December 31, 2021 in the Funds, were as follows:

 

   

LHA Market
State
® Alpha
Seeker ETF

   

LHA Market
State
® Tactical
Beta ETF

 

Tax cost of investments

  $ 28,504,974     $ 319,298,452  

Gross tax unrealized appreciation

  $     $ 20,944,647  

Gross tax unrealized depreciation

    (759 )     (62,006 )

Net tax unrealized appreciation (depreciation)

    (759 )     20,882,641  

Undistributed ordinary income

           

Undistributed long-term gain

          2,959,693  

Other accumulated gain (loss)

    (519,497 )     (593,875 )

Distributable earnings (accumulated deficit)

  $ (520,256 )   $ 23,248,459  

 

The difference between book and tax-basis cost is attributable to wash sales.

 

29

 

 

LHA Market State® Shares

 

NOTES TO FINANCIAL STATEMENTS
December 31, 2021 (Continued)

 

At December 31, 2021, the Funds deferred, on a tax basis, no post-October capital losses or late-year ordinary losses.

 

As of December 31, 2021, the Funds had the following capital loss carryforwards with no expiration:

 

   

Short-Term

   

Long-Term

 

LHA Market State® Alpha Seeker ETF

  $ 30,144     $ 489,353  

LHA Market State® Tactical Beta ETF

           

 

LHA Market State® Alpha Seeker ETF utilized $1,161,279 of short-term capital loss carryforward from the prior year.

 

The tax character of distributions paid by the Funds during the fiscal year ended December 31, 2021 and December 31, 2020, were as follows:

 

   

Year Ended December 31, 2021

   

Year Ended December 31, 2020

 
   

Ordinary
Income

   

Long-Term
Capital Gain

   

Ordinary
Income

   

Long-Term
Capital Gain

 

LHA Market State® Alpha Seeker ETF

  $ 103,144     $     $ 344,552     $  

LHA Market State® Tactical Beta ETF

          7,040,398       369,067       279,189  

 

NOTE 8 – SHARE TRANSACTIONS

 

Shares of the Funds are listed and traded on the Cboe BZX Exchange, Inc. (“Cboe”). Market prices for the shares may be different from their NAV. The Funds issue and redeem shares on a continuous basis at NAV generally in blocks of 25,000 shares, called “Creation Units.” Creation Units are issued and redeemed principally in-kind for securities included in a specified universe. Once created, shares generally trade in the secondary market at market prices that change throughout the day. Except when aggregated in Creation Units, shares are not redeemable securities of the Funds. Shares of the Funds 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

 

30

 

 

LHA Market State® Shares

 

NOTES TO FINANCIAL STATEMENTS
December 31, 2021 (Continued)

 

to purchase or redeem 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 Funds currently offer one class of shares, which has no front-end sales load, no deferred sales charge, and no redemption fee. A fixed transaction fee is imposed for the transfer and other transaction costs associated with the creation or redemption of Creation Units. The standard fixed creation and redemption transaction fee for the Funds are $250 payable to the Custodian. The fixed transaction fee may be waived on certain orders if the Funds’ Custodian has determined to waive some or all of the 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 received by the Funds, if any, are displayed in the Capital Shares Transactions section of the Statements of Changes in Net Assets. The Funds may issue an unlimited number of shares of beneficial interest, with no par value. All shares of the Funds have equal rights and privileges.

 

NOTE 9 – PRINCIPAL RISKS

 

Investment Company Risk. The risks of investing in investment companies, such as the Underlying ETFs, typically reflect the risks of the types of instruments in which the investment companies invest. By investing in another investment company, the Funds become a shareholder of that investment company and bear their proportionate share of the fees and expenses of the other investment company. The Funds may be subject to statutory limits with respect to the amount they can invest in other ETFs, which may adversely affect the Funds’ ability to achieve their 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 their NAV; (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 Funds invest depends on future developments, including the duration and spread of the outbreak, and such uncertainty may in turn impact the value of the Funds’ investments.

 

31

 

 

LHA Market State® Shares

 

Report of Independent Registered Public Accounting Firm

 

To the Shareholders of LHA Market State Shares and
Board of Trustees of ETF Series Solutions

 

Opinion on the Financial Statements

 

We have audited the accompanying statements of assets and liabilities, including the schedules of investments and open futures contracts of LHA Market State Shares comprising the funds listed below (the “Funds”), each a series of ETF Series Solutions, as of December 31, 2021, the related statements of operations, the statements of changes in net assets, the related notes, and the financial highlights for each of the periods indicated below (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of each of the Funds as of December 31, 2021, the results of their operations, the changes in net assets, and the financial highlights for each of the periods indicated below in conformity with accounting principles generally accepted in the United States of America.

 

Fund Name

Statements of
Operations

Statements of
Changes in Net Assets

Financial
Highlights

LHA Market State Alpha Seeker ETF

For the year ended December 31, 2021

For the year ended December 31, 2021 and for the period from May 13, 2020 (commencement of operations) through December 31, 2020

LHA Market State Tactical Beta ETF

For the year ended December 31, 2021

For the year ended December 31, 2021 and for the period from September 29, 2020 (commencement of operations) through December 31, 2020

 

Basis for Opinion

 

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

 

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

 

32

 

 

LHA Market State® Shares

 

Report of Independent Registered Public Accounting Firm
(Continued)

 

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

 

We have served as the auditor of one or more of the Little Harbor Advisors LLC’s investment companies since 2018.

 

 

COHEN & COMPANY, LTD.
Milwaukee, Wisconsin
March 1, 2022

 

33

 

 

LHA Market State® Shares

 

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).

60

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

David A. Massart

Born: 1967

Trustee

Indefinite term; since 2012

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

60

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).

60

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).

60

None

 

34

 

 

LHA Market State® Shares

 

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).

 

35

 

 

LHA Market State® Shares

 

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

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).

Jason E. Shlensky
Born: 1987

Assistant Treasurer

Indefinite term; since 2019

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

Jessica L. Vorbeck
Born: 1984

Assistant Treasurer

Indefinite term; since 2020

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

Cynthia L. Andrae
Born: 1971

Deputy Chief Compliance Officer

Indefinite term; Since 2021

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

 

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

 

36

 

 

LHA Market State® Shares

 

Expense Examples

For the Six-Months Ended December 31, 2021 (Unaudited)

 

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

 

Actual Expenses

 

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

 

Hypothetical Example for Comparison Purposes

 

The second line of the table provides information about hypothetical account values based on a hypothetical return and hypothetical expenses based on the Funds’ actual expense ratios and an assumed rate of return of 5% per year before expenses, which is not the Funds’ actual returns. 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 each 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 Funds 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.

 

 

37

 

 

LHA Market State® Shares

 

Expense Examples
For the Six-Months Ended December 31, 2021 (Unaudited) (Continued)

 

LHA Market State® Alpha Seeker ETF  

 

Beginning
Account Value
July 1, 2021

Ending
Account Value
December 31, 2021

Expenses Paid
During the Period
(1)

Actual

$1,000.00

$ 982.00

$5.80

Hypothetical (5% annual return before expenses)

$1,000.00

$ 1,019.36

$5.90

 

LHA Market State® Tactical Beta ETF

 

 

Beginning
Account Value
July 1, 2021

Ending
Account Value
December 31, 2021

Expenses Paid
During the Period
(2)

Actual

$1,000.00

$ 1,076.00

$5.91

Hypothetical (5% annual return before expenses)

$1,000.00

$ 1,019.51

$5.75

 

(1)

The dollar amounts shown as expenses paid during the period are equal to the annualized expense ratio, 1.16%, multiplied by the average account value during the six-month period, multiplied by 184/365, to reflect the one-half year period.

(2)

The dollar amounts shown as expenses paid during the period are equal to the annualized expense ratio, 1.13%, multiplied by the average account value during the six-month period, multiplied by 184/365, to reflect the one-half year period.

 

38

 

 

LHA Market State® Shares

 

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.

 

39

 

 

LHA Market State® Shares

 

Federal Tax Information

(Unaudited)

 

QUALIFIED DIVIDEND INCOME/DIVIDENDS RECEIVED DEDUCTION

 

For the fiscal period ended December 31, 2021, certain dividends paid by the Funds may be subject to a maximum tax rate of 23.8%, as provided for by the Jobs and Growth Tax Relief Reconciliation Act of 2003. The percentage of dividends declared from ordinary income designated as qualified dividend income was as follows:

 

LHA Market State® Alpha Seeker ETF

0.00%

LHA Market State® Tactical Beta ETF

0.00%

 

For corporate shareholders, the percent of ordinary income distributions qualifying for the corporate dividend received deduction for the period ended December 31, 2021 was as follows:

 

LHA Market State® Alpha Seeker ETF

0.00%

LHA Market State® Tactical Beta ETF

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 each Fund was as follows:

 

LHA Market State® Alpha Seeker ETF

0.00%

LHA Market State® Tactical Beta ETF

0.00%

 

 

40

 

 

LHA Market State® Shares

 

Information About Portfolio Holdings

(Unaudited)

 

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

 

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

 

When available, information regarding how the Funds voted proxies relating to portfolio securities during the twelve-months ending June 30 will be (1) available by calling toll-free at (800) 617-0004 and (2) the SEC’s website at www.sec.gov.

 

Frequency Distribution of Premiums and Discounts
(Unaudited)

 

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

 

41

 

 

Adviser

Little Harbor Advisors, LLC
30 Doaks Lane
Marblehead, MA 01945

 

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, WI 53202

 

Legal Counsel

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

 

LHA Market State® Alpha Seeker ETF

Symbol – MSVX
CUSIP – 26922A156

 

LHA Market State® Tactical Beta ETF

Symbol – MSTB
CUSIP – 26922B105