N-CSRS 1 fp0068094_ncsrs.htm

 

 

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

 

FORM N-CSR

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

 

Investment Company Act file number 811-22668

 

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

 

615 East Michigan Street

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

 

Kristina R. Nelson

ETF Series Solutions

615 East Michigan Street

Milwaukee, WI 53202
(Name and address of agent for service)

 

(414) 765-6076

Registrant's telephone number, including area code

 

Date of fiscal year end: December 31

 

Date of reporting period: June 30, 2021

 

 

 

Item 1. Reports to Stockholders.

 

(a)

 

 

 

 

Semi-Annual Report

 

June 30, 2021

 

Defiance Quantum ETF

Ticker: QTUM

 

Defiance Next Gen Connectivity ETF

Ticker: FIVG

 

Defiance Nasdaq Junior Biotechnology ETF

Ticker: IBBJ

 

Defiance Next Gen SPAC Derived ETF

Ticker: SPAK

 

Defiance Next Gen H2 ETF

Ticker: HDRO

 

Defiance Next Gen Altered Experience ETF

Ticker: PSY

 

Defiance Hotel, Airline, and Cruise ETF

Ticker: CRUZ

 

 

Defiance ETFs

 

TABLE OF CONTENTS

 

 

Page

Letters to Shareholders

1

Portfolio Allocations

9

Schedules of Investments

12

Statements of Assets and Liabilities

29

Statements of Operations

30

Statements of Changes in Net Assets

31

Financial Highlights

38

Notes to Financial Statements

45

Expense Examples

56

Review of Liquidity Risk Management Program

58

Approval of Advisory Agreements and Board Considerations

59

Federal Tax Information

68

Information About Portfolio Holdings

68

Information About Proxy Voting

69

Information About the Funds’ Trustees

69

Frequency Distribution of Premiums and Discounts

69

 

 

Defiance Quantum ETF

 

Letters to Shareholders
(Unaudited)

 

 

Dear Shareholders,

 

On behalf of the entire team, we want to express our appreciation for the confidence you have placed in the Defiance Quantum ETF (“QTUM” or the “Fund”). The following information pertains to the period from January 1, 2021 through June 30, 2021 (the “current fiscal period”).

 

The Fund seeks to track the total return performance, before fees and expenses, of the BlueStar Quantum Computing and Machine Learning Index® (the “Index”). The Index is a rules-based index that tracks the performance of a group of globally listed stocks of companies involved in a range of industries, collectively defined, by BlueStar Indexes, as quantum computing and machine learning companies. Index components are reviewed semi-annually for eligibility, and the weights are re-set accordingly.

 

The Fund had positive performance during the current fiscal period. The market price for QTUM increased 20.42% and the Net Asset Value (“NAV”) increased 20.40%, while the S&P 500®, a broad market index, increased 15.25% over the same period. The Fund’s Index increased 20.93%. Meanwhile, outstanding shares ended the current fiscal period at 2,300,000.

 

For the current fiscal period, the largest positive contributor to return was Teradata Corporation, adding 1.65% to the return of the Fund, gaining 122.39% with an average weighting of 2.16%. The second largest contributor to return was Microstrategy, Inc., adding 0.89% to the return of the Fund, gaining 71.02% with an average weighting of 2.26%. The third largest contributor to return was Blackberry, Ltd., adding 0.68% to the return of the Fund, gaining 84.59% with an average weighting of 1.65%.

 

For the current fiscal period, the largest negative contributor to return was IQE plc, detracting 0.48% from the return of the Fund, declining 36.62% with an average weighting of 1.05%. The security contributing second-most negatively was Atos SE, detracting 0.44% from the return of the Fund, and declining 32.42% with an average weighting of 0.99%. The third largest negative contributor to return was Alteryx, Inc., detracting 0.39% from the return of the Fund, and declining 29.37% with an average weight of 0.99%.

 

We look forward to keeping you well informed as things progress.

 

Sincerely,

 

Matthew Bielski, Chief Executive Officer
Defiance ETFs LLC, Adviser to the Fund

 

1

 

 

Defiance Next Gen Connectivity ETF

 

Letters to Shareholders
(Unaudited) (Continued)

 

 

Dear Shareholders,

 

On behalf of the entire team, we want to express our appreciation for the confidence you have placed in the Defiance Next Gen Connectivity ETF (“FIVG” or the “Fund”). The following information pertains to the period from January 1, 2021 through June 30, 2021 (the “current fiscal period”).

 

The Fund seeks to track the total return performance, before fees and expenses, of the BlueStar 5G Communications Index™ (the “Index”). The Index is a rules-based index that tracks the performance of a group of US-listed stocks, of global companies that are involved in the development of, or are otherwise instrumental in the rollout of 5G networks. Index components are reviewed semi-annually for eligibility, and the weights are re-set accordingly.

 

The Fund had positive performance during the current fiscal period. The market price for FIVG increased 13.78% and the Net Asset Value (“NAV”) increased 13.72%, while the S&P 500®, a broad market index, increased 15.25% over the same period. The Fund’s Index increased 13.90%. Meanwhile, outstanding shares ended the current fiscal period at 33,700,000.

 

For the current fiscal period, the largest positive contributor to return was NXP Semiconductors N.V., adding 1.45% to the return of the Fund, gaining 30.13% with an average weighting of 5.41%. The second largest contributor to return was Nokia Corporation, adding 0.99% to the return of the Fund, gaining 36.06% with an average weighting of 3.11%. The third largest contributor to return was Analog Devices, Inc., adding 0.83% to the return of the Fund, gaining 17.56% with an average weighting of 5.09%.

 

For the current fiscal period, the largest negative contributor to return was Inseego Corporation, detracting 0.26% from the return of the Fund, declining 34.78% with an average weighting of 0.52%. The security contributing second-most negatively was Qualcomm, Inc., detracting 0.20% from the return of the Fund, and declining 5.23% with an average weighting of 4.35%. The third largest negative contributor to return was Xilinx, Inc., detracting 0.10% from the return of the Fund, and declining 2.02% with an average weight of 3.29%.

 

We look forward to keeping you well informed as things progress.

 

Sincerely,

 

Matthew Bielski, Chief Executive Officer
Defiance ETFs LLC, Adviser to the Fund

 

2

 

 

Defiance Nasdaq Junior Biotechnology ETF

 

Letters to Shareholders
(Unaudited) (Continued)

 

 

Dear Shareholders,

 

On behalf of the entire team, we want to express our appreciation for the confidence you have placed in the Defiance Nasdaq Junior Biotechnology ETF (“IBBJ” or the “Fund”). The following information pertains to the period from January 1, 2021 through June 30, 2021 (the “current fiscal period”).

 

The Fund seeks to track the total return performance, before fees and expenses, of The Nasdaq Junior Biotechnology Index (the “Index”). The Index is designed to track the performance of a set of securities listed on The Nasdaq Stock Market® that are classified as either biotechnology or pharmaceutical according to the Industry Classification Benchmark.

 

The Fund had negative performance during the current fiscal period. The market price for IBBJ decreased 4.17% and the Net Asset Value (“NAV”) decreased 4.23%, while the Nasdaq Biotechnology Index increased 8.17% over the same period. The Fund’s Index decreased 3.95%. Meanwhile, outstanding shares ended the current fiscal period at 250,000.

 

For the current fiscal period, the largest positive contributor to return was Intellia Therapeutics, Inc., adding 1.98% to the return of the Fund, gaining 197.63% with an average weighting of 1.25%. The second largest contributor to return was Beam Therapeutics, Inc., adding 0.82% to the return of the Fund, gaining 57.66% with an average weighting of 1.37%. The third largest contributor to return was GW Pharmaceuticals plc, adding 0.73% to the return of the Fund, gaining 89.72% with an average weighting of 1.04%.

 

For the current fiscal period, the largest negative contributor to return was Chemocentryx, Inc., detracting 0.97% from the return of the Fund, declining 78.38% with an average weighting of 0.78%. The security contributing second-most negatively was Immunovant, Inc., detracting 0.86% from the return of the Fund, and declining 77.12% with an average weighting of 0.54%. The third largest negative contributor to return was Amicus Therapeutics, Inc., detracting 0.82% from the return of the Fund, and declining 58.25% with an average weight of 0.89%.

 

We look forward to keeping you well informed as things progress.

 

Sincerely,

 

Matthew Bielski, Chief Executive Officer
Defiance ETFs LLC, Adviser to the Fund

 

3

 

 

Defiance Next Gen SPAC Derived ETF

 

Letters to Shareholders
(Unaudited) (Continued)

 

 

Dear Shareholders,

 

On behalf of the entire team, we want to express our appreciation for the confidence you have placed in the Defiance Next Gen SPAC Derived ETF (“SPAK” or the “Fund”). The following information pertains to the period from January 1, 2021 through June 30, 2021 (the “current fiscal period”).

 

The Fund seeks to track the total return performance, before fees and expenses, of the Indxx SPAC & NextGen IPO Index (the “Index”). The Index is a passive rules-based index that tracks the performance of the common stock of newly listed Special Purpose Acquisition Companies (“SPACs”), ex-warrants, and initial public offerings (“IPOs”) derived from acquisition companies.

 

The Fund had negative performance during the current fiscal period. The market price for SPAK decreased 7.75% and the Net Asset Value (“NAV”) decreased 7.72%, while the S&P 500®, a broad market index, increased 15.25% over the same period. The Fund’s Index decreased 7.44%. Meanwhile, outstanding shares ended the current fiscal period at 2,300,000.

 

For the current fiscal period, the largest positive contributor to return was Virgin Galactic Holdings, Inc., adding 4.13% to the return of the Fund, gaining 93.85% with an average weighting of 2.82%. The second largest contributor to return was Vertiv Holdings Company, adding 1.24% to the return of the Fund, gaining 46.22% with an average weighting of 3.23%. The third largest contributor to return was Draftkings, Inc. – Class A, adding 1.19% to the return of the Fund, gaining 12.05% with an average weighting of 8.90%.

 

For the current fiscal period, the largest negative contributor to return was Opendoor Technologies, Inc., detracting 1.76% from the return of the Fund, declining 22.00% with an average weighting of 3.49%. The security contributing second-most negatively was Vivint Smart Home, Inc., detracting 0.84% from the return of the Fund, and declining 36.39% with an average weighting of 1.47%. The third largest negative contributor to return was Desktop Metal, Inc. – Class A, detracting 0.83% from the return of the Fund, and declining 33.14% with an average weight of 1.25%.

 

We look forward to keeping you well informed as things progress.

 

Sincerely,

 

Matthew Bielski, Chief Executive Officer
Defiance ETFs LLC, Adviser to the Fund

 

4

 

 

Defiance Next Gen H2 ETF

 

Letters to Shareholders
(Unaudited) (Continued)

 

 

Dear Shareholders,

 

On behalf of the entire team, we want to express our appreciation for the confidence you have placed in the Defiance Next Gen H2 ETF (“HDRO” or the “Fund”). The following information pertains to the period from inception on March 9, 2021 through June 30, 2021 (the “current fiscal period”).

 

The Fund seeks to track the total return performance, before fees and expenses, of the BlueStar Hydrogen & NextGen Fuel Cell Index (the “Index”). The index is a rules-based index that tracks the performance of a group of globally listed equities and of companies involved in the development of hydrogen-based energy sources and fuel cell technologies. Index components are reviewed quarterly for eligibility, and the weights are re-set accordingly.

 

The Fund had negative performance during the current fiscal period. The market price for HDRO decreased 10.51% and the Net Asset Value (“NAV”) decreased 10.71%, while the S&P 500®, a broad market index, increased 11.38% over the same period. The Fund’s Index decreased 9.56%. Meanwhile, outstanding shares ended the current fiscal period at 1,575,000.

 

For the current fiscal period, the largest positive contributor to return was AFC Energy plc, adding 0.95% to the return of the Fund, gaining 30.40% with an average weighting of 4.40%. The second largest contributor to return was Cell Impact AB, adding 0.66% to the return of the Fund, gaining 22.88% with an average weighting of 3.76%. The third largest contributor to return was Air Liquide S.A., adding 0.53% to the return of the Fund, gaining 12.64% with an average weighting of 4.27%.

 

For the current fiscal period, the largest negative contributor to return was Fuelcell Energy, Inc., detracting 2.83% from the return of the Fund, declining 45.33% with an average weighting of 4.61%. The security contributing second-most negatively was Plug Power, Inc., detracting 1.91% from the return of the Fund, and declining 20.17% with an average weighting of 8.29%. The third largest negative contributor to return was Ballard Power Systems, Inc., detracting 1.22% from the return of the Fund, and declining 22.20% with an average weight of 5.54%.

 

We look forward to keeping you well informed as things progress.

 

Sincerely,

 

Matthew Bielski, Chief Executive Officer
Defiance ETFs LLC, Adviser to the Fund

 

5

 

 

Defiance Next Gen Altered Experience ETF

 

Letters to Shareholders
(Unaudited) (Continued)

 

 

Dear Shareholders,

 

On behalf of the entire team, we want to express our appreciation for the confidence you have placed in the Defiance Next Gen Altered Experience ETF (“PSY” or the “Fund”). The following information pertains to the period from inception on May 27, 2021 through June 30, 2021 (the “current fiscal period”).

 

The Fund seeks to track the total return performance, before fees and expenses, of the BITA Medical Psychedelics, Cannabis, and Ketamine Index (the “Index”). The Index is a passive rules-based index that tracks the performance of public listed life sciences companies on North American Exchanges conducting federally legal medical activities in the Psychedelic, Medical cannabis, Hemp and CBD industries.

 

The Fund had negative performance during the current fiscal period. The market price for PSY decreased 2.53% and the Net Asset Value (“NAV”) decreased 2.45%, while the S&P 500®, a broad market index, increased 2.43% over the same period. The Fund’s Index decreased 2.47%. Meanwhile, outstanding shares ended the current fiscal period at 275,000.

 

For the current fiscal period, the largest positive contributor to return was Cybin, Inc., adding 1.78% to the return of the Fund, gaining 43.14% with an average weighting of 4.86%. The second largest contributor to return was Field Trip Health, Ltd., adding 0.86% to the return of the Fund, gaining 23.41% with an average weighting of 4.66%. The third largest contributor to return was Compass Pathways plc, adding 0.51% to the return of the Fund, gaining 9.94% with an average weighting of 5.48%.

 

For the current fiscal period, the largest negative contributor to return was Charlottes Web Holdings, Inc., detracting 2.02% from the return of the Fund, declining 26.67% with an average weighting of 6.68%. The security contributing second-most negatively was Medipharm Labs Corporation, detracting 1.22% from the return of the Fund, and declining 24.36% with an average weighting of 4.29%. The third largest negative contributor to return was Corbus Pharmaceuticals Holdings, Inc., detracting 0.96% from the return of the Fund, and declining 15.67% with an average weight of 5.60%.

 

We look forward to keeping you well informed as things progress.

 

Sincerely,

 

Matthew Bielski, Chief Executive Officer
Defiance ETFs LLC, Adviser to the Fund

 

6

 

 

Defiance Hotel, Airline, and Cruise ETF

 

Letters to Shareholders
(Unaudited) (Continued)

 

 

Dear Shareholders,

 

On behalf of the entire team, we want to express our appreciation for the confidence you have placed in the Defiance Hotel, Airline, and Cruise ETF (“CRUZ” or the “Fund”). The following information pertains to the period from inception on June 3, 2021 through June 30, 2021 (the “current fiscal period”).

 

The Fund seeks to track the total return performance, before fees and expenses, of the BlueStar Global Hotels, Airlines, and Cruises Index (the “Index”). The Index is a rules-based weighted index of companies primarily engaged in the passenger airline, hotel and cruise industries. The Index is reconstituted on a semi-annual basis and rebalanced quarterly.

 

The Fund had negative performance during the current fiscal period. The market price for CRUZ decreased 6.63% and the Net Asset Value (“NAV”) decreased 7.19%, while the S&P 500®, a broad market index, increased 2.58% over the same period. The Fund’s Index decreased 7.25%. Meanwhile, outstanding shares ended the current fiscal period at 275,000.

 

For the current fiscal period, the largest positive contributor to return was Ryman Hospitality Properties, Inc., adding 0.06% to the return of the Fund, gaining 5.94% with an average weighting of 1.08%. The second largest contributor to return was Shangri -La Asia, Ltd., adding 0.05% to the return of the Fund, gaining 5.44% with an average weighting of 0.83%. The third largest contributor to return was Controladora Vuela Compañía de Aviación S.A.B. de C.V., adding 0.02% to the return of the Fund, gaining 3.34% with an average weighting of 0.16%.

 

For the current fiscal period, the largest negative contributor to return was Carnival Corporation, detracting 0.93% from the return of the Fund, declining 13.69% with an average weighting of 6.44%. The security contributing second-most negatively was Southwest Airlines Company, detracting 0.59% from the return of the Fund, and declining 9.33% with an average weighting of 5.91%. The third largest negative contributor to return was International Consolidated Airlines Group SA, detracting 0.43% from the return of the Fund, and declining 13.91% with an average weight of 2.80%.

 

We look forward to keeping you well informed as things progress.

 

Sincerely,

 

Matthew Bielski, Chief Executive Officer
Defiance ETFs LLC, Adviser to the Fund

 

7

 

 

Defiance ETFs

 

Letters to Shareholders
(Unaudited) (Continued)

 

 

Must be preceded or accompanied by a current Fund prospectus.

 

Investing involves risk. Principal loss is possible. As ETFs, the Funds may trade at a premium or discount to NAV. Shares of any ETF are bought and sold at market price (not NAV) and are not individually redeemed from the Fund. The Funds are not actively managed and would not sell a security due to current or projected under-performance unless that security is removed from the Index or is required upon a reconstitution of the Index. A portfolio concentrated in a single industry or country, may be subject to a higher degree of risk. The value of stocks of information technology companies are particularly vulnerable to rapid changes in technology product cycles, rapid product obsolescence, government regulation and competition. The Funds are considered to be non-diversified, so they may invest more of their assets in the securities of a single issuer or a smaller number of issuers. Investments in foreign securities involve certain risks including risk of loss due to foreign currency fluctuations or to political or economic instability. This risk is magnified in emerging markets. Small and mid-cap companies are subject to greater and more unpredictable price changes than securities of large-cap companies.

 

The possible applications of quantum computing and 5G technologies are only in the exploration stages, and the possible returns are uncertain and may not be realized in the near future.

 

Market price is the price at which shares in the ETF can be bought or sold on the exchanges during trading hours, while the net asset value (NAV) represents the value of each share’s portion of the Funds’ underlying assets and cash at the end of the trading day.

 

The S&P 500® Index is a broad-based index of 500 stocks, which is widely recognized as representative of the equity market in general.

 

It is not possible to invest directly in the Index.

 

Opinions expressed are subject to change at any time, are not guaranteed and should not be considered investment advice.

 

Fund holdings and sector allocations are subject to change and are not recommendations to buy or sell any security. Current and future portfolio holdings are subject to risk.

 

Past performance is no guarantee of future results.

 

The Defiance ETFs are distributed by Foreside Distributors, LLC

 

8

 

 

Defiance ETFs

 

Portfolio Allocations

As of June 30, 2021 (Unaudited)

 

 

Defiance Quantum ETF

 

Country

Percentage of
Net Assets

United States

61.1%

Japan

12.6

Netherlands

4.2

Taiwan

4.1

France

3.8

China

3.0

Israel

1.5

Ireland

1.4

Italy

1.4

Germany

1.4

Switzerland

1.3

Finland

1.3

India

1.3

Canada

1.1

Short-Term Investments and Other Assets and Liabilities

0.5

Total

100.0%

 

Defiance Next Gen Connectivity ETF

 

Sector

Percentage of
Net Assets

Information Technology (a)

73.0%

Communication Services

16.0

Real Estate

9.1

Consumer Discretionary

1.0

Industrials

0.6

Short-Term Investments and Other Assets and Liabilities

0.3

Total

100.0%

 

(a)

To the extent that the Fund invests more heavily in particular sectors of the economy, its performance will be especially sensitive to developments that significantly affect those sectors. See Note 8 in Notes to Financial Statements.

 

9

 

 

Defiance ETFs

 

Portfolio Allocations

As of June 30, 2021 (Unaudited) (Continued)

 

 

Defiance Nasdaq Junior Biotechnology ETF

 

Country

Percentage of
Net Assets

United States

88.6%

China

3.7

Ireland

2.6

Canada

1.2

Hong Kong

0.6

Spain

0.6

Denmark

0.5

Israel

0.5

Netherlands

0.4

United Kingdom

0.3

Short-Term Investments and Other Assets and Liabilities

0.3

Germany

0.3

Switzerland

0.2

Belgium

0.1

France

0.1

Total

100.0%

 

Defiance Next Gen SPAC Derived ETF

 

Sector

Percentage of
Net Assets

Special Purpose Acquisition Companies

36.8%

Industrials

15.9

Consumer Discretionary

14.8

Information Technology

9.3

Health Care

7.7

Financials

4.4

Materials

3.9

Communication Services

2.8

Consumer Staples

2.1

Real Estate

1.8

Short-Term Investments and Other Assets and Liabilities

0.4

Energy

0.1

Total

100.0%

 

10

 

 

Defiance ETFs

 

Portfolio Allocations

As of June 30, 2021 (Unaudited) (Continued)

 

 

Defiance Next Gen H2 ETF

 

Country

Percentage of
Net Assets

United States

24.5%

United Kingdom

16.9

Norway

14.2

Canada

10.2

Sweden

8.9

Ireland

7.8

Republic of Korea

7.4

Germany

3.6

France

3.1

Israel

1.5

Denmark

1.3

Short-Term Investments and Other Assets and Liabilities

0.6

Total

100.0%

 

Defiance Next Gen Altered Experience ETF

 

Country

Percentage of
Net Assets

Canada

70.9%

United States

18.7

United Kingdom

6.6

Short-Term Investments and Other Assets and Liabilities

3.8

Total

100.0%

 

Defiance Hotel, Airline, and Cruise ETF

 

Country

Percentage of
Net Assets

United States

67.8%

United Kingdom

4.6

Ireland

3.9

Japan

3.8

Spain

2.9

China

2.7

France

2.4

Australia

2.1

Singapore

1.8

Canada

1.7

Thailand

1.3

Switzerland

1.2

Germany

1.1

Hong Kong

0.7

Brazil

0.6

Mexico

0.5

Short-Term Investments and Other Assets and Liabilities

0.5

Panama

0.4

Total

100.0%

 

11

 

 

Defiance Quantum ETF

 

Schedule of Investments
June 30, 2021 (Unaudited)

 

 

 

Shares

 

Security Description

 

Value

 
     

COMMON STOCKS — 99.5%

       

Communication Services — 6.8%

    654  

Alphabet, Inc. - Class A (a)

  $ 1,596,931  
    8,432  

Baidu, Inc. - ADR (a)

    1,719,285  
    489,755  

Koninklijke KPN NV

    1,529,831  
    59,500  

Nippon Telegraph & Telephone Corporation

    1,551,696  
    121,825  

Orange SA - ADR

    1,393,678  
              7,791,421  
       

Consumer Discretionary — 1.5%

    7,381  

Alibaba Group Holding, Ltd. - ADR (a)

    1,673,863  
         
       

Industrials — 10.7%

    11,685  

Airbus SE (a)

    1,502,682  
    18,015  

Booz Allen Hamilton Holding Corporation

    1,534,518  
    28,100  

Hitachi, Ltd.

    1,610,452  
    4,071  

Lockheed Martin Corporation

    1,540,263  
    96,900  

Mitsubishi Electric Corporation

    1,407,796  
    4,226  

Northrop Grumman Corporation

    1,535,855  
    17,724  

Raytheon Technologies Corporation

    1,512,034  
    36,300  

Toshiba Corporation

    1,571,506  
              12,215,106  
       

Information Technology — 79.1% (b)

    5,575  

Accenture plc - Class A

    1,643,454  
    19,697  

Advanced Micro Devices, Inc. (a)(c)

    1,850,139  
    19,983  

Alteryx, Inc. - Class A (a)

    1,718,938  
    16,359  

Ambarella, Inc. (a)

    1,744,360  
    9,467  

Analog Devices, Inc. (c)

    1,629,839  
    11,696  

Applied Materials, Inc.

    1,665,510  
    2,307  

ASML Holding NV - NY

    1,593,768  
    113,000  

Asustek Computer, Inc.

    1,506,667  
    24,288  

Atos SE

    1,477,604  
    103,873  

BlackBerry, Ltd. (a)(c)

    1,269,328  
    16,362  

Brooks Automation, Inc.

    1,558,971  
    12,574  

Cadence Design Systems, Inc. (a)

    1,720,375  
    13,652  

Cerence, Inc. (a)(c)

    1,456,805  
    20,203  

Cirrus Logic, Inc. (a)

    1,719,679  
    99,414  

Cloudera, Inc. (a)

    1,576,706  
    11,976  

Elastic NV - (a)

    1,745,622  
    46,596  

FormFactor, Inc. (a)(c)

    1,698,890  
    9,300  

Fujitsu, Ltd.

    1,742,860  
    100,643  

Hewlett Packard Enterprise Company (c)

    1,467,375  
    39,169  

Infineon Technologies AG

    1,570,959  
    27,633  

Intel Corporation

    1,551,317  
    10,446  

International Business Machines Corporation (c)

    1,531,279  
       

COMMON STOCKS — 99.5% (Continued)

       

Information Technology — 79.1% (b) (Continued)

    5,013  

KLA Corporation

  $ 1,625,265  
    2,483  

Lam Research Corporation

    1,615,688  
    31,516  

Lattice Semiconductor Corporation (a)

    1,770,569  
    31,280  

Marvell Technology, Inc. (c)

    1,824,562  
    15,295  

Maxim Integrated Products, Inc.

    1,611,481  
    45,000  

MediaTek, Inc.

    1,553,701  
    10,375  

Microchip Technology, Inc.

    1,553,553  
    20,022  

Micron Technology, Inc. (a)

    1,701,470  
    6,204  

Microsoft Corporation

    1,680,664  
    3,069  

MicroStrategy, Inc. - Class A (a)(c)

    2,039,351  
    8,821  

MKS Instruments, Inc. (c)

    1,569,697  
    38,361  

National Instruments Corporation

    1,621,903  
    33,600  

NEC Corporation

    1,731,616  
    286,882  

Nokia Corporation - ADR (a)

    1,526,212  
    101,100  

NTT Data Corporation

    1,578,577  
    2,268  

NVIDIA Corporation

    1,814,627  
    7,977  

NXP Semiconductors NV (c)

    1,641,028  
    42,294  

ON Semiconductor Corporation (a)

    1,619,014  
    21,684  

Onto Innovation, Inc. (a)(c)

    1,583,799  
    11,851  

QUALCOMM, Inc.

    1,693,863  
    142,300  

Renesas Electronics Corporation (a)

    1,539,799  
    9,610  

Reply SpA

    1,579,557  
    13,567  

Splunk, Inc. (a)

    1,961,517  
    42,464  

STMicroelectronics NV - NY

    1,544,840  
    11,515  

Synaptics, Inc. (a)(c)

    1,791,504  
    6,147  

Synopsys, Inc. (a)

    1,695,281  
    13,469  

Taiwan Semiconductor Manufacturing Company, Ltd. - ADR

    1,618,435  
    32,978  

Teradata Corporation (a)(c)

    1,647,911  
    12,628  

Teradyne, Inc.

    1,691,647  
    8,446  

Texas Instruments, Inc.

    1,624,166  
    58,888  

Tower Semiconductor, Ltd. (a)

    1,733,074  
    192,935  

Wipro, Ltd. - ADR

    1,506,822  
    12,505  

Xilinx, Inc.

    1,808,723  
              90,540,361  
       

Materials — 1.4%

    55,100  

JSR Corporation

    1,668,042  
                 
       

TOTAL COMMON STOCKS (Cost $93,169,669)

    113,888,793  

 

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

 

12

 

 

Defiance Quantum ETF

 

Schedule of Investments
June 30, 2021 (Unaudited) (Continued)

 

 

 

Shares

 

Security Description

 

Value

 
       

SHORT-TERM INVESTMENTS — 0.4%

    503,538  

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

  $ 503,538  
       

TOTAL SHORT-TERM INVESTMENTS (Cost $503,538)

    503,538  
 

Units

           
       

INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING — 16.6%

    18,960,801  

Mount Vernon Liquid Assets Portfolio, LLC, 0.11% (d)(e)

    18,960,801  
       

TOTAL INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING (Cost $18,960,801)

    18,960,801  
                 
       

TOTAL INVESTMENTS — 116.5% (Cost $112,634,008)

    133,353,132  
       

Liabilities in Excess of Other Assets — (16.5)%

    (18,909,722 )
       

NET ASSETS — 100.0%

  $ 114,443,410  

 

Percentages are stated as a percentage of net assets.

 

ADR

American Depositary Receipt.

NY

New York Registry Shares.

(a)

Non-income producing security.

(b)

To the extent that the Fund invests more heavily in particular sectors of the economy, its performance will be especially sensitive to developments that significantly affect those sectors. See Note 8 in Notes to Financial Statements.

(c)

All or part of this security is on loan as of June 30, 2021. The total value of securities on loan is $18,561,628.

(d)

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

(e)

Privately offered liquidity fund.

 

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

 

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

 

13

 

 

Defiance Next Gen Connectivity ETF

 

Schedule of Investments
June 30, 2021 (Unaudited)

 

 

 

Shares

 

Security Description

 

Value

 
       

COMMON STOCKS — 99.7%

       

Communication Services — 16.0%

    196,293  

Altice USA, Inc. - Class A (a)

  $ 6,701,443  
    1,289,319  

AT&T, Inc.

    37,106,601  
    278,389  

BCE, Inc.

    13,730,146  
    35,091  

Charter Communications, Inc. - Class A (a)(b)

    25,316,402  
    430,638  

KT Corporation - ADR (a)

    6,007,400  
    440,477  

Lumen Technologies, Inc. (b)

    5,986,082  
    638,698  

Orange SA - ADR

    7,306,705  
    133,594  

Rogers Communications, Inc. - Class B

    7,099,185  
    207,798  

SK Telecom Company, Ltd. - ADR (a)

    6,526,935  
    1,729,560  

Telefonica SA - ADR

    8,128,932  
    202,397  

T-Mobile US, Inc. (a)

    29,313,158  
    655,620  

Verizon Communications, Inc.

    36,734,389  
    836,032  

Vodafone Group plc - ADR (b)

    14,321,228  
              204,278,606  
       

Consumer Discretionary — 1.0%

    3,797  

Amazon.com, Inc. (a)

    13,062,288  
         
       

Industrials — 0.6%

    200,949  

Maxar Technologies, Inc. (b)

    8,021,884  
         
       

Information Technology — 73.0% (c)

    612,655  

A10 Networks, Inc. (a)(b)

    6,898,495  
    303,768  

ADTRAN, Inc. (b)

    6,272,809  
    779,621  

Advanced Micro Devices, Inc. (a)(b)

    73,229,800  
    319,607  

Airgain, Inc. (a)

    6,590,296  
    301,407  

Akamai Technologies, Inc. (a)

    35,144,056  
    618,658  

Akoustis Technologies, Inc. (a)(b)

    6,625,827  
    251,543  

Amdocs, Ltd.

    19,459,367  
    293,186  

Analog Devices, Inc. (b)

    50,474,902  
    98,069  

Apple, Inc.

    13,431,530  
    34,657  

Arista Networks, Inc. (a)(b)

    12,556,578  
    26,871  

Broadcom, Inc.

    12,813,168  
    153,747  

Calix, Inc. (a)

    7,302,983  
    131,697  

Cambium Networks Corporation (a)

    6,367,550  
    704,785  

Casa Systems, Inc. (a)

    6,251,443  
    1,702,221  

Ceragon Networks, Ltd. (a)

    6,417,373  
    147,209  

CEVA, Inc. (a)

    6,962,986  
    286,196  

Ciena Corporation (a)

    16,281,691  
    230,797  

Cisco Systems, Inc.

    12,232,241  
    155,672  

Clearfield, Inc. (a)

    5,829,916  
    312,821  

CommScope Holding Company, Inc. (a)

    6,666,216  
    285,165  

Comtech Telecommunications Corporation

    6,889,586  
       

COMMON STOCKS — 99.7% (Continued)

       

Information Technology — 73.0% (c) (Continued)

    204,416  

Corning, Inc.

  $ 8,360,614  
    145,975  

CSG Systems International, Inc.

    6,887,101  
    168,876  

CTS Corporation

    6,275,432  
    119,925  

Dell Technologies, Inc. - Class C (a)

    11,952,925  
    314,184  

DZS, Inc. (a)

    6,519,318  
    629,261  

EMCORE Corporation (a)

    5,801,786  
    564,796  

Extreme Networks, Inc. (a)

    6,303,123  
    103,350  

F5 Networks, Inc. (a)(b)

    19,291,311  
    88,411  

GDS Holdings, Ltd. - ADR (a)(b)

    6,939,379  
    728,447  

Hewlett Packard Enterprise Company

    10,620,757  
    91,188  

II-VI, Inc. (a)(b)

    6,619,337  
    609,764  

Infinera Corporation (a)(b)

    6,219,593  
    621,121  

Inseego Corporation (a)(b)

    6,267,111  
    218,730  

Intel Corporation

    12,279,502  
    86,749  

InterDigital, Inc.

    6,335,280  
    32,120  

IPG Photonics Corporation (a)(b)

    6,769,932  
    307,164  

Juniper Networks, Inc.

    8,400,935  
    254,494  

Keysight Technologies, Inc. (a)

    39,296,419  
    162,098  

Lattice Semiconductor Corporation (a)(b)

    9,106,666  
    1,949,258  

Limelight Networks, Inc. (a)(b)

    6,140,163  
    80,190  

Lumentum Holdings, Inc. (a)(b)

    6,577,986  
    111,938  

MACOM Technology Solutions Holdings, Inc. (a)

    7,172,987  
    503,779  

Marvell Technology, Inc. (b)

    29,385,429  
    184,884  

Maxim Integrated Products, Inc.

    19,479,378  
    174,227  

MaxLinear, Inc. (a)

    7,402,905  
    184,037  

National Instruments Corporation

    7,781,084  
    589,557  

NeoPhotonics Corporation (a)

    6,019,377  
    211,284  

NetScout Systems, Inc. (a)

    6,030,045  
    5,619,688  

Nokia Corporation - ADR (a)

    29,896,740  
    17,954  

NVIDIA Corporation

    14,364,995  
    204,585  

NXP Semiconductors NV

    42,087,226  
    96,656  

Qorvo, Inc. (a)

    18,910,746  
    469,097  

QUALCOMM, Inc.

    67,048,034  
    213,555  

Radware, Ltd. (a)

    6,573,223  
    1,663,521  

Resonant, Inc. (a)(b)

    5,339,902  
    793,801  

Ribbon Communications, Inc. (a)

    6,040,826  
    396,852  

Sierra Wireless, Inc. (a)

    7,536,220  
    145,415  

Silicom, Ltd. (a)

    6,406,985  
    139,983  

Skyworks Solutions, Inc.

    26,841,740  
    3,060,649  

Telefonaktiebolaget LM Ericsson - ADR

    38,502,964  
    20,913  

Ubiquiti, Inc. (b)

    6,528,830  
    391,092  

Viavi Solutions, Inc. (a)(b)

    6,906,685  
    66,255  

VMware, Inc. - Class A (a)(b)

    10,598,812  

 

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

 

14

 

 

Defiance Next Gen Connectivity ETF

 

Schedule of Investments
June 30, 2021 (Unaudited) (Continued)

 

 

 

Shares

 

Security Description

 

Value

 
       

COMMON STOCKS — 99.7% (Continued)

       

Information Technology — 73.0% (c) (Continued)

    208,451  

Xilinx, Inc.

  $ 30,150,353  
              934,668,969  
       

Real Estate — 9.1%

    122,771  

American Tower Corporation

    33,165,358  
    47,238  

CoreSite Realty Corporation

    6,358,235  
    116,924  

Crown Castle International Corporation

    22,811,872  
    80,167  

CyrusOne, Inc. (b)

    5,733,544  
    54,278  

Digital Realty Trust, Inc.

    8,166,668  
    24,232  

Equinix, Inc.

    19,448,603  
    82,011  

QTS Realty Trust, Inc. - Class A

    6,339,450  
    27,733  

SBA Communications Corporation

    8,838,507  
    575,357  

Uniti Group, Inc.

    6,093,031  
              116,955,268  
       

TOTAL COMMON STOCKS (Cost $1,054,702,197)

    1,276,987,015  
                 
       

SHORT-TERM INVESTMENTS — 0.2%

       
    2,939,551  

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

    2,939,551  
       

TOTAL SHORT-TERM INVESTMENTS (Cost $2,939,551)

    2,939,551  
 

Units

           
       

INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING — 9.0%

    115,662,184  

Mount Vernon Liquid Assets Portfolio, LLC, 0.11% (d)(e)

    115,662,184  
       

TOTAL INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING (Cost $115,662,184)

    115,662,184  
                 
       

TOTAL INVESTMENTS — 108.9% (Cost $1,173,303,932)

    1,395,588,750  
       

Liabilities in Excess of Other Assets — (8.9)%

    (114,263,411 )
       

NET ASSETS — 100.0%

  $ 1,281,325,339  

 

Percentages are stated as a percent of net assets.

 

ADR

American Depositary Receipt.

(a)

Non-income producing security.

(b)

All or part of this security is on loan as of June 30, 2021. The total value of securities on loan is $112,294,350.

(c)

To the extent that the Fund invests more heavily in particular sectors of the economy, its performance will be especially sensitive to developments that significantly affect those sectors. See Note 8 in Notes to Financial Statements.

(d)

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

(e)

Privately offered liquidity fund.

 

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

 

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

 

15

 

 

Defiance Nasdaq Junior Biotechnology ETF

 

Schedule of Investments
June 30, 2021 (Unaudited)

 

 

 

Shares

 

Security Description

 

Value

 
       

COMMON STOCKS — 99.7%

       

Health Care — 99.7% (a)

    1,655  

AC Immune SA (b)

  $ 13,124  
    3,105  

Adaptimmune Therapeutics plc - ADR (b)

    13,227  
    725  

Adicet Bio, Inc. (b)

    7,460  
    2,230  

Adverum Biotechnologies, Inc. (b)

    7,805  
    1,115  

Aeglea BioTherapeutics, Inc. (b)

    7,760  
    1,065  

Aerie Pharmaceuticals, Inc. (b)

    17,051  
    2,710  

Affimed NV (b)

    23,035  
    1,400  

Agios Pharmaceuticals, Inc. (b)

    77,154  
    3,645  

Akebia Therapeutics, Inc. (b)

    13,815  
    795  

Akero Therapeutics, Inc. (b)

    19,724  
    785  

Akouos, Inc. (b)

    9,852  
    1,815  

Alector, Inc. (b)

    37,806  
    3,650  

Alkermes plc (b)

    89,498  
    1,220  

Allakos, Inc. (b)

    104,151  
    3,220  

Allogene Therapeutics, Inc. (b)

    83,978  
    1,480  

Allovir, Inc. (b)

    29,215  
    875  

Altimmune, Inc. (b)

    8,619  
    915  

ALX Oncology Holdings, Inc. (b)

    50,032  
    8,875  

Amarin Corporation plc - ADR (b)

    38,872  
    6,055  

Amicus Therapeutics, Inc. (b)

    58,370  
    1,085  

Amphastar Pharmaceuticals, Inc. (b)

    21,874  
    625  

AnaptysBio, Inc. (b)

    16,206  
    290  

ANI Pharmaceuticals, Inc. (b)

    10,164  
    870  

Annexon, Inc. (b)

    19,584  
    1,830  

Apellis Pharmaceuticals, Inc. (b)

    115,656  
    870  

Applied Molecular Transport, Inc. (b)

    39,794  
    595  

Applied Therapeutics, Inc. (b)

    12,364  
    480  

Aprea Therapeutics, Inc. (b)

    2,342  
    2,195  

Arbutus Biopharma Corporation (b)

    6,651  
    600  

Arcturus Therapeutics Holdings, Inc. (b)

    20,304  
    1,145  

Arcutis Biotherapeutics, Inc. (b)

    31,247  
    2,245  

Ardelyx, Inc. (b)

    17,017  
    1,380  

Arena Pharmaceuticals, Inc. (b)

    94,116  
    1,115  

Arvinas, Inc. (b)

    85,855  
    915  

Assembly Biosciences, Inc. (b)

    3,550  
    1,915  

Atara Biotherapeutics, Inc. (b)

    29,778  
    2,130  

Athenex, Inc. (b)

    9,841  
    685  

Atreca, Inc. - Class A (b)

    5,836  
    2,915  

Aurinia Pharmaceuticals, Inc. (b)

    37,778  
    1,230  

Autolus Therapeutics plc - ADR (b)

    8,167  
    1,330  

Avadel Pharmaceuticals plc - ADR (b)

    8,951  
    855  

Avidity Biosciences, Inc. (b)

    21,127  
    950  

Avrobio, Inc. (b)

    8,445  
    855  

Axsome Therapeutics, Inc. (b)

    57,678  
       

COMMON STOCKS — 99.7% (Continued)

       

Health Care — 99.7% (a) (Continued)

    1,425  

Beam Therapeutics, Inc. (b)

  $ 183,412  
    4,045  

BioCryst Pharmaceuticals, Inc. (b)

    63,951  
    2,245  

BioDelivery Sciences International, Inc. (b)

    8,037  
    825  

Black Diamond Therapeutics, Inc. (b)

    10,057  
    1,535  

Bluebird Bio, Inc. (b)

    49,089  
    3,400  

Bridgebio Pharma, Inc. (b)

    207,264  
    565  

Cabaletta Bio, Inc. (b)

    4,859  
    1,685  

Calithera Biosciences, Inc. (b)

    3,522  
    1,140  

Cara Therapeutics, Inc. (b)

    16,268  
    570  

Castle Biosciences, Inc. (b)

    41,798  
    430  

Cellectis SA - ADR (b)

    6,652  
    1,590  

ChemoCentryx, Inc. (b)

    21,290  
    1,320  

Chiasma, Inc. (b)

    6,244  
    1,015  

Chinook Therapeutics, Inc. (b)

    14,332  
    2,380  

Clovis Oncology, Inc. (b)

    13,804  
    1,470  

Codexis, Inc. (b)

    33,310  
    1,725  

Coherus Biosciences, Inc. (b)

    23,857  
    800  

Collegium Pharmaceutical, Inc. (b)

    18,912  
    1,905  

Compugen, Ltd. (b)

    15,773  
    730  

Concert Pharmaceuticals, Inc. (b)

    3,081  
    1,090  

Constellation Pharmaceuticals, Inc. (b)

    36,842  
    675  

Cortexyme, Inc. (b)

    35,775  
    855  

Crinetics Pharmaceuticals, Inc. (b)

    16,117  
    1,570  

Cymabay Therapeutics, Inc. (b)

    6,845  
    1,635  

Cytokinetics, Inc. (b)

    32,357  
    1,480  

CytomX Therapeutics, Inc. (b)

    9,368  
    1,320  

Deciphera Pharmaceuticals, Inc. (b)

    48,325  
    1,750  

Dicerna Pharmaceuticals, Inc. (b)

    65,310  
    300  

Eagle Pharmaceuticals, Inc./DE (b)

    12,840  
    1,545  

Editas Medicine, Inc. (b)

    87,509  
    775  

Eiger BioPharmaceuticals, Inc. (b)

    6,603  
    460  

Enanta Pharmaceuticals, Inc. (b)

    20,245  
    5,310  

Endo International plc (b)

    24,851  
    2,320  

Epizyme, Inc. (b)

    19,279  
    640  

Esperion Therapeutics, Inc. (b)

    13,536  
    2,140  

Fate Therapeutics, Inc. (b)

    185,731  
    2,095  

FibroGen, Inc. (b)

    55,790  
    1,135  

Flexion Therapeutics, Inc. (b)

    9,341  
    1,080  

Forma Therapeutics Holdings, Inc. (b)

    26,881  
    780  

Frequency Therapeutics, Inc. (b)

    7,769  
    745  

Fulcrum Therapeutics, Inc. (b)

    7,808  
    965  

Fusion Pharmaceuticals, Inc. (b)

    7,797  
    960  

G1 Therapeutics, Inc. (b)

    21,062  
    165  

Galapagos NV - ADR (b)

    11,367  

 

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

 

16

 

 

Defiance Nasdaq Junior Biotechnology ETF

 

Schedule of Investments
June 30, 2021 (Unaudited) (Continued)

 

 

 

Shares

 

Security Description

 

Value

 
       

COMMON STOCKS — 99.7% (Continued)

       

Health Care — 99.7% (a) (Continued)

    1,350  

Gamida Cell, Ltd. (b)

  $ 8,654  
    1,290  

Generation Bio Company (b)

    34,701  
    1,090  

Genmab AS - ADR (b)

    44,505  
    7,250  

Geron Corporation (b)

    10,222  
    1,415  

Global Blood Therapeutics, Inc. (b)

    49,553  
    1,730  

Gossamer Bio, Inc. (b)

    14,048  
    2,720  

Grifols SA - ADR

    47,192  
    3,240  

Halozyme Therapeutics, Inc. (b)

    147,128  
    740  

Harpoon Therapeutics, Inc. (b)

    10,264  
    1,300  

Homology Medicines, Inc. (b)

    9,451  
    1,230  

Hutchmed China, Ltd. - ADR (b)

    48,302  
    750  

Ideaya Biosciences, Inc. (b)

    15,742  
    585  

IGM Biosciences, Inc. (b)

    48,672  
    725  

I-Mab - ADR (b)

    60,864  
    495  

Immunic, Inc. (b)

    6,069  
    8,740  

ImmunityBio, Inc. (b)

    124,807  
    4,550  

ImmunoGen, Inc. (b)

    29,984  
    2,230  

Immunovant, Inc. (b)

    23,571  
    1,580  

Innoviva, Inc. (b)

    21,188  
    4,765  

Inovio Pharmaceuticals, Inc. (b)

    44,172  
    535  

Inozyme Pharma, Inc. (b)

    9,116  
    2,620  

Insmed, Inc. (b)

    74,565  
    1,550  

Intellia Therapeutics, Inc. (b)

    250,960  
    755  

Intercept Pharmaceuticals, Inc. (b)

    15,077  
    1,850  

Intra-Cellular Therapies, Inc. (b)

    75,517  
    3,685  

Ironwood Pharmaceuticals, Inc. (b)

    47,426  
    800  

iTeos Therapeutics, Inc. (b)

    20,520  
    2,055  

IVERIC bio, Inc. (b)

    12,967  
    1,165  

Jounce Therapeutics, Inc. (b)

    7,922  
    3,915  

Kadmon Holdings, Inc. (b)

    15,151  
    1,470  

Kala Pharmaceuticals, Inc. (b)

    7,791  
    970  

Kaleido Biosciences, Inc. (b)

    7,217  
    555  

KalVista Pharmaceuticals, Inc. (b)

    13,298  
    1,020  

Kamada, Ltd. (b)

    5,936  
    670  

Karuna Therapeutics, Inc. (b)

    76,373  
    1,710  

Karyopharm Therapeutics, Inc. (b)

    17,647  
    530  

Keros Therapeutics, Inc. (b)

    22,509  
    1,095  

Kezar Life Sciences, Inc. (b)

    5,946  
    735  

Kiniksa Pharmaceuticals, Ltd. - Class A (b)

    10,239  
    1,165  

Kodiak Sciences, Inc. (b)

    108,345  
    505  

Krystal Biotech, Inc. (b)

    34,340  
    1,510  

Kura Oncology, Inc. (b)

    31,483  
    350  

Larimar Therapeutics, Inc. (b)

    3,437  
    570  

Legend Biotech Corporation - ADR (b)

    23,398  
       

COMMON STOCKS — 99.7% (Continued)

       

Health Care — 99.7% (a) (Continued)

    380  

Ligand Pharmaceuticals, Inc. (b)

  $ 49,852  
    1,075  

Luminex Corporation

    39,560  
    1,365  

MacroGenics, Inc. (b)

    36,664  
    380  

Madrigal Pharmaceuticals, Inc. (b)

    37,016  
    1,325  

Magenta Therapeutics, Inc. (b)

    12,959  
    5,670  

MannKind Corporation (b)

    30,902  
    835  

Marinus Pharmaceuticals, Inc. (b)

    14,980  
    1,110  

MediciNova, Inc. (b)

    4,718  
    820  

Medpace Holdings, Inc. (b)

    144,837  
    1,010  

MeiraGTx Holdings plc (b)

    15,655  
    1,585  

Mersana Therapeutics, Inc. (b)

    21,524  
    1,755  

Myriad Genetics, Inc. (b)

    53,668  
    1,030  

NanoString Technologies, Inc. (b)

    66,734  
    4,150  

Nektar Therapeutics (b)

    71,214  
    965  

Neoleukin Therapeutics, Inc. (b)

    8,907  
    630  

NextCure, Inc. (b)

    5,059  
    1,755  

NGM Biopharmaceuticals, Inc. (b)

    34,609  
    745  

Nkarta, Inc. (b)

    23,609  
    1,010  

Nurix Therapeutics, Inc. (b)

    26,795  
    1,735  

Ocular Therapeutix, Inc. (b)

    24,602  
    875  

Odonate Therapeutics, Inc. (b)

    3,054  
    1,420  

Omeros Corporation (b)

    21,073  
    15,255  

OPKO Health, Inc. (b)

    61,783  
    1,520  

Orchard Therapeutics plc - ADR (b)

    6,673  
    835  

ORIC Pharmaceuticals, Inc. (b)

    14,771  
    1,430  

Osmotica Pharmaceuticals plc (b)

    4,304  
    1,545  

Ovid therapeutics, Inc. (b)

    6,041  
    4,515  

Pacific Biosciences of California, Inc. (b)

    157,890  
    1,000  

Pacira BioSciences, Inc. (b)

    60,680  
    1,070  

Paratek Pharmaceuticals, Inc. (b)

    7,297  
    1,230  

Passage Bio, Inc. (b)

    16,285  
    2,625  

PDL BioPharma, Inc. (b)(f)

    6,484  
    1,000  

Personalis, Inc. (b)

    25,300  
    645  

PetIQ, Inc. (b)

    24,897  
    465  

Phibro Animal Health Corporation - Class A

    13,429  
    815  

Pliant Therapeutics, Inc. (b)

    23,733  
    1,415  

Poseida Therapeutics, Inc. (b)

    14,178  
    4,700  

Precigen, Inc. (b)

    30,644  
    1,310  

Precision BioSciences, Inc. (b)

    16,401  
    1,000  

Protagonist Therapeutics, Inc. (b)

    44,880  
    1,005  

Prothena Corporation plc (b)

    51,667  
    1,445  

Provention Bio, Inc. (b)

    12,181  
    1,605  

PTC Therapeutics, Inc. (b)

    67,843  
    920  

Puma Biotechnology, Inc. (b)

    8,446  

 

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

 

17

 

 

Defiance Nasdaq Junior Biotechnology ETF

 

Schedule of Investments
June 30, 2021 (Unaudited) (Continued)

 

 

 

Shares

 

Security Description

 

Value

 
       

COMMON STOCKS — 99.7% (Continued)

       

Health Care — 99.7% (a) (Continued)

    1,075  

Radius Health, Inc. (b)

  $ 19,608  
    570  

RAPT Therapeutics, Inc. (b)

    18,120  
    715  

Reata Pharmaceuticals, Inc. - Class A (b)

    101,194  
    1,060  

Redhill Biopharma, Ltd. - ADR (b)

    7,293  
    970  

REGENXBIO, Inc. (b)

    37,685  
    2,105  

Relay Therapeutics, Inc. (b)

    77,022  
    380  

Relmada Therapeutics, Inc. (b)

    12,164  
    840  

Repare Therapeutics, Inc. (b)

    26,191  
    1,060  

Replimune Group, Inc. (b)

    40,725  
    1,630  

Revance Therapeutics, Inc. (b)

    48,313  
    1,670  

REVOLUTION Medicines, Inc. (b)

    53,006  
    1,145  

Rhythm Pharmaceuticals, Inc. (b)

    22,419  
    3,875  

Rigel Pharmaceuticals, Inc. (b)

    16,818  
    1,445  

Rocket Pharmaceuticals, Inc. (b)

    63,999  
    2,035  

Rubius Therapeutics, Inc. (b)

    49,674  
    1,330  

Sage Therapeutics, Inc. (b)

    75,557  
    3,275  

Sangamo Therapeutics, Inc. (b)

    39,202  
    785  

Scholar Rock Holding Corporation (b)

    22,687  
    2,575  

Selecta Biosciences, Inc. (b)

    10,764  
    2,085  

Seres Therapeutics, Inc. (b)

    49,727  
    1,730  

SIGA Technologies, Inc. (b)

    10,864  
    3,675  

Spectrum Pharmaceuticals, Inc. (b)

    13,781  
    675  

Spero Therapeutics, Inc. (b)

    9,423  
    1,115  

SpringWorks Therapeutics, Inc. (b)

    91,887  
    835  

Stoke Therapeutics, Inc. (b)

    28,106  
    2,215  

Summit Therapeutics, Inc. (b)

    16,526  
    1,205  

Supernus Pharmaceuticals, Inc. (b)

    37,102  
    990  

Surface Oncology, Inc. (b)

    7,385  
    1,050  

Sutro Biopharma, Inc. (b)

    19,520  
    1,100  

Syndax Pharmaceuticals, Inc. (b)

    18,887  
    1,410  

Syros Pharmaceuticals, Inc. (b)

    7,685  
    870  

TCR2 Therapeutics, Inc. (b)

    14,277  
    8,950  

TherapeuticsMD, Inc. (b)

    10,651  
       

COMMON STOCKS — 99.7% (Continued)

       

Health Care — 99.7% (a) (Continued)

    1,485  

Theravance Biopharma, Inc. (b)

  $ 21,562  
    1,715  

Translate Bio, Inc. (b)

    47,231  
    1,375  

Travere Therapeutics, Inc. (b)

    20,061  
    1,145  

Tricida, Inc. (b)

    4,946  
    1,120  

Turning Point Therapeutics, Inc. (b)

    87,382  
    1,115  

Twist Bioscience Corporation (b)

    148,574  
    1,050  

uniQure NV (b)

    32,340  
    1,250  

UNITY Biotechnology, Inc. (b)

    5,800  
    510  

UroGen Pharma, Ltd. (b)

    7,788  
    1,265  

Vanda Pharmaceuticals, Inc. (b)

    27,210  
    1,170  

Vaxcyte, Inc. (b)

    26,337  
    1,530  

Veracyte, Inc. (b)

    61,169  
    3,915  

Verastem, Inc. (b)

    15,934  
    2,960  

Vir Biotechnology, Inc. (b)

    139,949  
    860  

Voyager Therapeutics, Inc. (b)

    3,552  
    1,170  

VYNE Therapeutics, Inc. (b)

    4,107  
    1,135  

WaVe Life Sciences, Ltd. (b)

    7,559  
    685  

XBiotech, Inc. (b)

    11,344  
    1,325  

Xencor, Inc. (b)

    45,699  
    935  

Xenon Pharmaceuticals, Inc. (b)

    17,410  
    1,510  

Xeris Pharmaceuticals, Inc. (b)

    6,146  
    990  

Y-mAbs Therapeutics, Inc. (b)

    33,462  
    1,395  

Zai Lab, Ltd. - ADR (b)

    246,902  
    940  

Zentalis Pharmaceuticals, Inc. (b)

    50,008  
    4,905  

ZIOPHARM Oncology, Inc. (b)

    12,949  
    1,270  

Zogenix, Inc. (b)

    21,946  
              8,215,429  
       

TOTAL COMMON STOCKS (Cost $7,656,977)

    8,215,429  
                 
       

CONTINGENT VALUE RIGHTS — 0.0% (c)

    43  

Adicet Bio, Inc. (b)(d)(e)

    0  
       

TOTAL CONTINGENT VALUE RIGHTS (Cost $0)

    0  

 

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

 

18

 

 

Defiance Nasdaq Junior Biotechnology ETF

 

Schedule of Investments
June 30, 2021 (Unaudited) (Continued)

 

 

Shares   Security Description  Value 
     SHORT-TERM INVESTMENTS — 0.3%     
 29,507   First American Government Obligations Fund - Class X, 0.03% (g)  $29,507 
     TOTAL SHORT-TERM INVESTMENTS (Cost $29,507)   29,507 
           
     TOTAL INVESTMENTS — 100.0% (Cost $7,686,484)   8,244,936 
     Liabilities in Excess of Other Assets — (0.0)% (c)   (2,725)
     NET ASSETS — 100.0%  $8,242,211 

 

Percentages are stated as a percent of net assets.

 

ADR

American Depositary Receipt.

(a)

To the extent that the Fund invests more heavily in particular sectors of the economy, its performance will be especially sensitive to developments that significantly affect those sectors. See Note 8 in Notes to Financial Statements.

(b)

Non-income producing security.

(c)

Represents less than 0.05% of net assets.

(d)

Value determined using significant unobservable inputs. Classified as Level 3 in the fair value hierarchy.

(e)

This security has been deemed illiquid according to the Fund’s liquidity guidelines. The value of this security is $0 which represents 0.00% of net assets.

(f)

This security has been deemed illiquid according to the Fund’s liquidity guidelines. The value of this security is $16,285 which represents 0.08% of net assets.

(g)

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

 

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

 

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

 

19

 

 

Defiance Next Gen SPAC Derived ETF

 

Schedule of Investments
June 30, 2021 (Unaudited)

 

 

 

Shares

 

Security Description

 

Value

 
       

COMMON STOCKS — 62.8%

       

Communication Services — 2.8%

    18,228  

Advantage Solutions, Inc. (a)

  $ 196,680  
    5,914  

AST SpaceMobile, Inc. - Class A (a)

    76,527  
    6,354  

CuriosityStream, Inc. (a)

    86,668  
    4,523  

Digital Media Solutions, Inc. - Class A (a)

    43,783  
    7,793  

Genius Sports, Ltd. (a)

    146,275  
    5,131  

Playstudios, Inc. (a)

    38,072  
    52,818  

Skillz, Inc. (a)

    1,147,207  
              1,735,212  
       

Consumer Discretionary — 14.8%

    14,493  

Accel Entertainment, Inc. (a)

    172,032  
    14,939  

Arko Corporation (a)

    137,289  
    30,898  

Arrival SA (a)

    484,172  
    5,512  

Beachbody Company, Inc. (a)

    57,325  
    3,776  

Betterware de Mexico SAB de CV

    188,875  
    22,963  

Canoo, Inc. (a)

    228,252  
    16,730  

CarLotz, Inc. (a)

    91,346  
    65,184  

DraftKings, Inc. - Class A (a)

    3,400,649  
    6,439  

Electric Last Mile Solutions, Inc. (a)

    64,905  
    30,742  

Fisker, Inc. (a)

    592,706  
    9,449  

Golden Nugget Online Gaming, Inc. (a)

    120,569  
    13,834  

Hall of Fame Resort & Entertainment Company (a)

    54,368  
    20,699  

Kaixin Auto Holdings (a)

    48,643  
    5,666  

Landsea Homes Corporation (a)

    47,424  
    2,407  

Lazydays Holdings, Inc. (a)

    52,954  
    25,351  

Lordstown Motors Corporation - Class A (a)

    280,382  
    39,040  

Luminar Technologies, Inc. (a)

    856,928  
    12,036  

OneSpaWorld Holdings, Ltd. (a)

    116,629  
    6,778  

PARTS iD, Inc. (a)

    40,939  
    2,634  

PLBY Group, Inc. (a)

    102,436  
    15,134  

Porch Group, Inc. (a)

    292,692  
    29,455  

QuantumScape Corporation (a)

    861,853  
    10,484  

Rush Street Interactive, Inc. (a)

    128,534  
    11,686  

Shift Technologies, Inc. (a)

    100,266  
    18,895  

Target Hospitality Corporation (a)

    70,100  
    6,609  

The Original BARK Company (a)

    73,228  
    10,056  

Vivint Smart Home, Inc. (a)

    132,739  
    21,054  

XL Fleet Corporation (a)

    175,380  
              8,973,615  
       

Consumer Staples — 2.1%

    13,947  

AppHarvest, Inc. (a)

    223,152  
    3,717  

Bioceres Crop Solutions Corporation (a)

    52,224  
       

COMMON STOCKS — 62.8% (Continued)

       

Consumer Staples — 2.1% (Continued)

    8,369  

HF Foods Group, Inc. (a)

  $ 44,272  
    10,768  

Tattooed Chef, Inc. (a)

    230,973  
    14,941  

The Beauty Health Company - Class A (a)

    251,009  
    13,234  

Utz Brands, Inc.

    288,369  
    6,015  

Vintage Wine Estates, Inc. (a)

    72,180  
    7,988  

Whole Earth Brands, Inc. (a)

    115,826  
              1,278,005  
       

Energy — 0.1%

    11,998  

Falcon Minerals Corporation

    60,950  
                 
       

Financials — 4.4%

    8,769  

Blue Owl Capital, Inc. - Class A (a)

    112,945  
    28,659  

Broadmark Realty Capital, Inc.

    303,499  
    8,594  

Diginex, Ltd. (a)

    56,291  
    10,629  

Finance Of America Companies, Inc. - Class A (a)

    81,099  
    7,575  

GCM Grosvenor, Inc. - Class A

    78,931  
    6,736  

International General Insurance Holdings, Ltd.

    62,645  
    7,860  

Katapult Holdings, Inc. (a)

    84,966  
    16,020  

MetroMile, Inc. (a)

    146,583  
    22,634  

Open Lending Corporation - Class A (a)

    975,299  
    6,416  

Perella Weinberg Partners (a)

    82,510  
    25,854  

SoFi Technologies, Inc. (a)

    495,621  
    20,586  

UWM Holdings Corporation

    173,952  
              2,654,341  
       

Health Care — 7.7%

    16,160  

23andMe Holding Company - Class A (a)

    188,910  
    12,968  

AdaptHealth Corporation (a)

    355,453  
    6,702  

ATI Physical Therapy, Inc. - Class A (a)

    63,937  
    31,269  

Butterfly Network, Inc. (a)

    452,775  
    17,554  

Cano Health, Inc. - Class A (a)

    212,404  
    4,620  

CareMax, Inc. - Class A (a)

    59,598  
    8,420  

Cerevel Therapeutics Holdings, Inc. (a)

    215,720  
    7,787  

Clene, Inc. (a)

    87,526  
    5,335  

Clever Leaves Holdings, Inc. (a)

    54,150  
    25,062  

Clover Health Investments Corporation (a)

    333,826  
    5,360  

DermTech, Inc. (a)

    222,815  
    6,373  

Gemini Therapeutics, Inc. (a)

    41,233  
    15,293  

Hims & Hers Health, Inc. (a)

    166,541  
    9,569  

Immatics NV (a)

    111,096  

 

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

 

20

 

 

Defiance Next Gen SPAC Derived ETF

 

Schedule of Investments
June 30, 2021 (Unaudited) (Continued)

 

 

 

Shares

 

Security Description

 

Value

 
       

COMMON STOCKS — 62.8% (Continued)

       

Health Care — 7.7% (Continued)

    9,254  

Immunovant, Inc. (a)

  $ 97,815  
    69,018  

Multiplan Corporation (a)

    657,051  
    4,639  

Nautilus Biotechnology, Inc. (a)

    46,854  
    19,657  

New Frontier Health Corporation (a)

    219,569  
    4,131  

NRX Pharmaceuticals, Inc. (a)

    48,002  
    35,858  

Nuvation Bio, Inc. (a)

    333,838  
    25,740  

Quantum-Si, Inc. - Class A (a)

    315,572  
    7,747  

SOC Telemed, Inc. (a)

    44,081  
    13,414  

Talkspace, Inc. (a)

    111,470  
    26,092  

UpHealth, Inc. (a)

    175,860  
    3,247  

Vincerx Pharma, Inc. (a)

    42,179  
              4,658,275  
       

Industrials — 15.9%

    6,582  

Advent Technologies Holdings, Inc. (a)

    63,451  
    4,485  

AerSale Corporation (a)

    55,883  
    5,033  

Alta Equipment Group, Inc. (a)

    66,889  
    6,084  

Atlas Technical Consultants, Inc. (a)

    58,893  
    8,932  

Blade Air Mobility, Inc. - Class A (a)

    93,786  
    33,490  

ChargePoint Holdings, Inc. (a)

    1,163,443  
    74,336  

Clarivate plc (a)

    2,046,470  
    6,864  

Concrete Pumping Holdings, Inc. (a)

    58,138  
    10,488  

Custom Truck One Source, Inc. - Class A (a)

    99,846  
    31,227  

Desktop Metal, Inc. - Class A (a)

    359,111  
    9,530  

Eos Energy Enterprises, Inc. (a)

    171,159  
    24,046  

Hyliion Holdings Corporation (a)

    280,136  
    11,076  

Janus International Group, Inc. (a)

    156,504  
    8,410  

Lightning eMotors, Inc. (a)

    69,887  
    10,376  

Lion Electric Company (a)

    201,709  
    14,547  

PAE, Inc. (a)

    129,468  
    8,968  

Proterra, Inc. (a)

    153,442  
    20,915  

Romeo Power, Inc. (a)

    170,248  
    17,413  

Skillsoft Corporation (a)

    171,518  
    11,590  

Stem, Inc. (a)

    417,356  
    63,388  

Vertiv Holdings Company

    1,730,492  
    27,219  

View, Inc. (a)

    230,817  
    36,751  

Virgin Galactic Holdings, Inc. (a)

    1,690,546  
              9,639,192  
       

Information Technology — 9.3%

    18,948  

Aeva Technologies, Inc. (a)

    200,280  
    20,776  

BTRS Holdings, Inc. (a)

    262,193  
    39,080  

E2open Parent Holdings, Inc. (a)

    446,294  
    6,534  

Global Blue Group Holding AG (a)

    64,817  
    5,748  

Grid Dynamics Holdings, Inc. - Class A (a)

    86,392  
       

COMMON STOCKS — 62.8% (Continued)

       

Information Technology — 9.3% (Continued)

    11,173  

indie Semiconductor, Inc. - Class A (a)

  $ 110,389  
    29,578  

Innoviz Technologies, Ltd. (a)

    312,640  
    32,483  

ironSource, Ltd. - Class A (a)

    341,072  
    4,169  

Kaleyra, Inc. (a)

    51,029  
    9,744  

Latch, Inc. (a)

    119,559  
    6,493  

LiveVox Holdings, Inc. (a)

    54,217  
    20,813  

Ouster, Inc. (a)

    259,954  
    17,974  

Paya Holdings, Inc. (a)

    198,074  
    24,368  

Payoneer Global, Inc. (a)

    252,696  
    164,563  

Paysafe, Ltd. (a)

    1,992,858  
    17,348  

Repay Holdings Corporation (a)

    417,046  
    7,409  

Taboola.com, Ltd. (a)

    76,683  
    6,890  

Triterras, Inc. - Class A (a)

    47,954  
    23,189  

Velodyne Lidar, Inc. (a)

    246,731  
    8,119  

WM Technology, Inc. (a)

    145,005  
              5,685,883  
       

Materials — 3.9%

    15,686  

Danimer Scientific, Inc. (a)

    392,934  
    14,461  

Hycroft Mining Holding Corporation (a)

    44,251  
    24,885  

MP Materials Corporation (a)

    917,261  
    23,207  

Origin Materials, Inc. (a)

    190,297  
    18,881  

PureCycle Technologies, Inc. (a)

    446,536  
    14,291  

Ranpak Holdings Corporation (a)

    357,704  
              2,348,983  
       

Real Estate — 1.8%

    57,913  

Opendoor Technologies, Inc. (a)

    1,026,798  
    22,979  

Ucommune International, Ltd. - Class A (a)

    51,013  
              1,077,811  
       

TOTAL COMMON STOCKS (Cost $42,190,365)

    38,112,267  
                 
       

SPECIAL PURPOSE ACQUISITION COMPANIES — 36.8%

    5,417  

10X Capital Venture Acquisition Corporation - Class A (a)

    53,953  
    5,976  

ACE Convergence Acquisition Corporation - Class A (a)

    59,491  
    6,522  

ACON S2 Acquisition Corporation - Class A (a)

    64,568  
    12,115  

AEA-Bridges Impact Corporation - Class A (a)

    118,000  
    23,532  

Ajax I - Class A (a)

    234,379  
    15,426  

Altimeter Growth Corporation (a)

    180,484  
    14,088  

Altimeter Growth Corporation 2 - Class A (a)

    144,402  

 

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

 

21

 

 

Defiance Next Gen SPAC Derived ETF

 

Schedule of Investments
June 30, 2021 (Unaudited) (Continued)

 

 

 

Shares

 

Security Description

 

Value

 
       

SPECIAL PURPOSE ACQUISITION COMPANIES — 36.8% (Continued)

    6,888  

Altitude Acquisition Corporation - Class A (a)

  $ 67,434  
    9,305  

Alussa Energy Acquisition Corporation - Class A (a)

    92,213  
    11,417  

Apex Technology Acquisition Corporation - Class A (a)

    139,858  
    19,808  

Apollo Strategic Growth Capital - Class A (a)

    193,722  
    10,936  

Apollo Strategic Growth Capital II - Class A (a)

    106,517  
    25,984  

Ares Acquisition Corporation - Class A (a)

    253,344  
    13,430  

Ascendant Digital Acquisition Corporation - Class A (a)

    133,629  
    7,787  

Aspirational Consumer Lifestyle Corporation - Class A (a)

    77,714  
    5,579  

Atlantic Avenue Acquisition Corporation - Class A (a)

    54,172  
    12,992  

Atlas Crest Investment Corporation - Class A (a)

    129,400  
    15,843  

Austerlitz Acquisition Corporation I - Class A (a)

    157,163  
    31,687  

Austerlitz Acquisition Corporation II - Class A (a)

    308,315  
    19,228  

Avanti Acquisition Corporation - Class A (a)

    187,281  
    19,732  

Bluescape Opportunities Acquisition Corporation - Class A (a)

    193,571  
    15,655  

BowX Acquisition Corporation - Class A (a)

    180,033  
    5,069  

Bridgetown 2 Holdings, Ltd. - Class A (a)

    51,704  
    16,851  

Bridgetown Holdings, Ltd. - Class A (a)

    170,532  
    9,916  

Broadstone Acquisition Corporation - Class A (a)

    97,970  
    11,205  

Burgundy Technology Acquisition Corporation - Class A (a)

    110,369  
    6,698  

Capitol Investment Corporation V - Class A (a)

    66,779  
    8,858  

Capstar Special Purpose Acquisition Corporation - Class A (a)

    86,720  
    9,245  

Carney Technology Acquisition Corporation II - Class A (a)

    89,676  
    9,243  

CBRE Acquisition Holdings, Inc. - Class A (a)

    89,750  
    26,611  

CC Neuberger Principal Holdings II - Class A (a)

    263,183  
       

SPECIAL PURPOSE ACQUISITION COMPANIES — 36.8% (Continued)

    7,672  

Cerberus Telecom Acquisition Corporation - Class A (a)

  $ 76,183  
    7,470  

CF Finance Acquisition Corporation III (a)

    74,924  
    7,795  

CHP Merger Corporation - Class A (a)

    77,560  
    66,959  

Churchill Capital Corporation IV - Class A (a)

    1,929,758  
    9,188  

Churchill Capital Corporation V - Class A (a)

    92,523  
    35,859  

Churchill Capital Corporation VII - Class A (a)

    348,908  
    8,964  

CITIC Capital Acquisition Corporation - Class A (a)

    88,833  
    5,976  

Climate Change Crisis Real Impact I Acquisition Corporation - Class A (a)

    89,760  
    11,504  

CM Life Sciences, Inc. - Class A (a)

    161,171  
    26,861  

Cohn Robbins Holdings Corporation - Class A (a)

    264,581  
    25,575  

Compute Health Acquisition Corporation - Class A (a)

    251,146  
    6,295  

Concord Acquisition Corporation - Class A (a)

    62,006  
    24,275  

Conx Corporation - Class A (a)

    239,351  
    11,173  

D8 Holdings Corporation - Class A (a)

    111,395  
    5,865  

Decarbonization Plus Acquisition Corporation - Class A (a)

    60,468  
    7,308  

dMY Technology Group Inc III - Class A (a)

    78,123  
    9,695  

DPCM Capital, Inc. - Class A (a)

    95,787  
    21,827  

Dragoneer Growth Opportunities Corporation - Class A (a)

    217,397  
    8,858  

Dragoneer Growth Opportunities Corporation II (a)

    89,466  
    6,666  

Dragoneer Growth Opportunities Corporation III - Class A (a)

    66,660  
    19,244  

E.Merge Technology Acquisition Corporation - Class A (a)

    187,821  
    8,964  

East Resources Acquisition Company - Class A (a)

    87,489  
    8,113  

Empower, Ltd. - Class A (a)

    81,211  
    13,414  

Equity Distribution Acquisition Corporation - Class A (a)

    132,262  
    13,321  

Executive Network Partnering Corporation - Class A (a)

    129,747  
    11,124  

Falcon Capital Acquisition Corporation - Class A (a)

    103,231  
    13,642  

Far Peak Acquisition Corporation - Class A (a)

    135,738  

 

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

 

22

 

 

Defiance Next Gen SPAC Derived ETF

 

Schedule of Investments
June 30, 2021 (Unaudited) (Continued)

 

 

 

Shares

 

Security Description

 

Value

 
       

SPECIAL PURPOSE ACQUISITION COMPANIES — 36.8% (Continued)

    6,463  

Fast Acquisition Corporation - Class A (a)

  $ 76,328  
    7,751  

FG New America Acquisition Corporation - Class A (a)

    79,138  
    7,919  

Fifth Wall Acquisition Corporation I - Class A (a)

    97,483  
    5,701  

Fintech Acquisition Corporation V - Class A (a)

    69,495  
    10,757  

FirstMark Horizon Acquisition Corporation - Class A (a)

    106,817  
    33,130  

Foley Trasimene Acquisition Corporation - Class A (a)

    323,680  
    9,094  

Fusion Acquisition Corporation - Class A (a)

    90,485  
    18,303  

GO Acquisition Corporation - Class A (a)

    179,003  
    7,845  

Golden Falcon Acquisition Corporation - Class A (a)

    76,253  
    16,695  

Gores Holdings V, Inc. - Class A (a)

    168,619  
    6,339  

Gores Holdings VI, Inc. - Class A (a)

    102,755  
    7,726  

Gores Metropoulos II, Inc. - Class A (a)

    76,410  
    24,295  

GS Acquisition Holdings Corporation II - Class A (a)

    252,668  
    9,338  

GX Acquisition Corporation - Class A (a)

    95,061  
    16,240  

Health Assurance Acquisition Corporation - Class A (a)

    162,562  
    8,606  

Healthcare Services Acquisition Corporation - Class A (a)

    83,306  
    6,049  

Hennessy Capital Investment Corporation V - Class A (a)

    61,155  
    9,457  

HIG Acquisition Corporation - Class A (a)

    91,827  
    7,253  

Holicity, Inc. - Class A (a)

    89,575  
    12,569  

Horizon Acquisition Corporation - Class A (a)

    125,062  
    17,034  

Horizon Acquisition Corporation II - Class A (a)

    166,422  
    8,055  

HPX Corporation - Class A (a)

    79,342  
    7,795  

IG Acquisition Corporation - Class A (a)

    75,923  
    9,845  

Investindustrial Acquisition Corporation - Class A (a)

    96,087  
    5,741  

Ivanhoe Capital Acquisition Corporation - Class A (a)

    58,386  
    20,170  

Jaws Mustang Acquisition Corporation - Class A (a)

    196,859  
       

SPECIAL PURPOSE ACQUISITION COMPANIES — 36.8% (Continued)

    7,840  

Jaws Spitfire Acquisition Corporation - Class A (a)

  $ 78,478  
    5,928  

Khosla Ventures Acquisition Company (a)

    58,628  
    6,334  

KINS Technology Group, Inc. - Class A (a)

    62,453  
    10,280  

Kismet Acquisition One Corporation (a)

    101,875  
    18,824  

KKR Acquisition Holdings I Corporation - Class A (a)

    184,852  
    15,655  

Landcadia Holdings III, Inc. - Class A (a)

    194,122  
    5,450  

Lefteris Acquisition Corporation - Class A (a)

    53,137  
    5,781  

Legato Merger Corporation (a)

    57,926  
    9,754  

Liberty Media Acquisition Corporation - Class A (a)

    99,296  
    7,488  

Lionheart Acquisition Corporation II - Class A (a)

    73,832  
    5,760  

Live Oak Acquisition Corporation II - Class A (a)

    57,139  
    11,205  

Lux Health Tech Acquisition Corporation - Class A (a)

    110,817  
    8,469  

Marquee Raine Acquisition Corporation - Class A (a)

    83,843  
    13,338  

Montes Archimedes Acquisition Corporation - Class A (a)

    131,913  
    7,607  

Motive Capital Corporation - Class A (a)

    74,320  
    5,811  

Mudrick Capital Acquisition Corporation II - Class A (a)

    72,405  
    5,152  

Natural Order Acquisition Corporation (a)

    50,387  
    7,470  

NavSight Holdings, Inc. - Class A (a)

    74,551  
    5,131  

Nebula Caravel Acquisition Corporation - Class A (a)

    51,259  
    12,180  

NextGen Acquisition Corporation - Class A (a)

    121,069  
    9,054  

Northern Star Investment Corporation II - Class A (a)

    90,178  
    6,496  

Oaktree Acquisition Corporation II - Class A (a)

    64,180  
    5,461  

Omnichannel Acquisition Corporation - Class A (a)

    53,682  
    6,853  

One - Class A (a)

    68,393  
    10,090  

Osprey Technology Acquisition Corporation - Class A (a)

    100,799  
    7,795  

Peridot Acquisition Corporation - Class A (a)

    94,943  

 

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

 

23

 

 

Defiance Next Gen SPAC Derived ETF

 

Schedule of Investments
June 30, 2021 (Unaudited) (Continued)

 

 

 

Shares

 

Security Description

 

Value

 
       

SPECIAL PURPOSE ACQUISITION COMPANIES — 36.8% (Continued)

    64,898  

Pershing Square Tontine Holdings, Ltd. - Class A (a)

  $ 1,477,078  
    6,999  

Pioneer Merger Corporation - Class A (a)

    69,360  
    15,797  

Pontem Corporation - Class A (a)

    153,547  
    7,258  

Primavera Capital Acquisition Corporation - Class A (a)

    70,911  
    5,522  

Prime Impact Acquisition I - Class A (a)

    53,840  
    9,587  

Property Solutions Acquisition Corporation (a)

    149,365  
    8,291  

Qell Acquisition Corporation - Class A (a)

    82,495  
    18,416  

RedBall Acquisition Corporation - Class A (a)

    179,924  
    22,411  

Reinvent Technology Partners - Class A (a)

    223,662  
    11,943  

Reinvent Technology Partners Y - Class A (a)

    117,997  
    7,470  

Reinvent Technology Partners Z - Class A (a)

    74,177  
    6,592  

Revolution Acceleration Acquisition Corporation - Class A (a)

    65,722  
    12,750  

Ribbit LEAP, Ltd. - Class A (a)

    136,298  
    7,705  

Rice Acquisition Corporation - Class A (a)

    139,075  
    7,865  

RMG Acquisition Corporation II - Class A (a)

    78,257  
    7,470  

Rodgers Silicon Valley Acquisition Corporation (a)

    171,586  
    7,521  

Roman DBDR Tech Acquisition Corporation - Class A (a)

    76,037  
    5,816  

Rotor Acquisition Corporation - Class A (a)

    58,044  
    6,821  

Sandbridge Acquisition Corporation - Class A (a)

    68,074  
    13,203  

ScION Tech Growth I - Class A (a)

    128,993  
    5,976  

SCVX Corporation - Class A (a)

    59,103  
    7,607  

Senior Connect Acquisition Corporation I - Class A (a)

    74,016  
    5,938  

Seven Oaks Acquisition Corporation - Class A (a)

    58,727  
    30,299  

Soaring Eagle Acquisition Corporation - Class A (a)

    301,778  
    14,756  

Social Capital Hedosophia Holdings Corporation IV - Class A (a)

    153,315  
    36,979  

Social Capital Hedosophia Holdings Corporation VI - Class A (a)

    377,186  
       

SPECIAL PURPOSE ACQUISITION COMPANIES — 36.8% (Continued)

    7,763  

Spartan Acquisition Corporation II - Class A (a)

  $ 77,552  
    14,486  

Sports Entertainment Acquisition Corporation - Class A (a)

    146,019  
    5,602  

Spring Valley Acquisition Corporation - Class A (a)

    56,076  
    5,581  

Stable Road Acquisition Corporation - Class A (a)

    77,967  
    7,040  

Star Peak Corporation II - Class A (a)

    69,696  
    13,113  

Starboard Value Acquisition Corporation - Class A (a)

    131,130  
    13,070  

Supernova Partners Acquisition Company, Inc. - Class A (a)

    129,785  
    7,795  

Sustainable Opportunities Acquisition Corporation - Class A (a)

    77,560  
    18,789  

SVF Investment Corporation - Class A (a)

    185,635  
    5,863  

SVF Investment Corporation 2 - Class A (a)

    58,337  
    5,857  

SVF Investment Corporation 3 - Class A (a)

    58,219  
    5,875  

Switchback II Corporation - Class A (a)

    58,104  
    10,806  

Tailwind Acquisition Corporation - Class A (a)

    107,736  
    7,470  

Tekkorp Digital Acquisition Corporation - Class A (a)

    72,833  
    6,743  

Tiga Acquisition Corporation - Class A (a)

    67,632  
    11,177  

Tortoise Acquisition Corporation II - Class A (a)

    112,105  
    11,335  

TPG Pace Beneficial Finance Corporation - Class A (a)

    145,881  
    14,535  

TPG Pace Tech Opportunities Corporation - Class A (a)

    144,333  
    16,573  

Trebia Acquisition Corporation - Class A (a)

    164,073  
    9,122  

Tuscan Holdings Corporation (a)

    124,333  
    19,001  

TWC Tech Holdings II Corporation - Class A (a)

    188,680  
    6,470  

Union Acquisition Corporation II (a)

    65,282  
    8,315  

Vector Acquisition Corporation - Class A (a)

    90,550  
    7,667  

Vector Acquisition Corporation II - Class A (a)

    76,133  
    5,866  

Virtuoso Acquisition Corporation - Class A (a)

    58,191  

 

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

 

24

 

 

Defiance Next Gen SPAC Derived ETF

 

Schedule of Investments
June 30, 2021 (Unaudited) (Continued)

 

 

 

Shares

 

Security Description

 

Value

 
       

SPECIAL PURPOSE ACQUISITION COMPANIES — 36.8% (Continued)

    6,735  

VPC Impact Acquisition Holdings - Class A (a)

  $ 67,417  
    14,997  

Vy Global Growth - Class A (a)

    149,220  
    8,407  

Yucaipa Acquisition Corporation - Class A (a)

    82,977  
    6,729  

Zanite Acquisition Corporation - Class A (a)

    67,694  
              22,344,720  
       

TOTAL SPECIAL PURPOSE ACQUISITION COMPANIES (Cost $23,508,533)

    22,344,720  
                 
       

SHORT-TERM INVESTMENTS — 0.4%

       
    236,229  

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

    236,229  
       

TOTAL SHORT-TERM INVESTMENTS (Cost $236,229)

    236,229  
                 
       

TOTAL INVESTMENTS — 100.0% (Cost $65,935,127)

    60,693,216  
       

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

    (6,645 )
       

NET ASSETS — 100.0%

  $ 60,686,571  

 

Percentages are stated as a percent of net assets.

 

(a)

Non-income producing security.

(b)

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

(c)

Represents less than 0.05% of net assets.

 

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

 

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

 

25

 

 

Defiance Next Gen H2 ETF

 

Schedule of Investments
June 30, 2021 (Unaudited)

 

 

 

Shares

 

Security Description

 

Value

 
       

COMMON STOCKS — 99.4%

       

Energy — 1.3%

    60,369  

Everfuel AS (a)

  $ 491,780  
                 
       

Industrials — 90.2% (b)

    140,852  

Advent Technologies Holdings, Inc. (a)

    1,357,813  
    1,805,867  

AFC Energy plc (a)

    1,584,138  
    135,311  

Ballard Power Systems, Inc. (a)

    2,451,835  
    82,662  

Bloom Energy Corporation - Class A (a)

    2,221,128  
    247,039  

Cell Impact AB (a)

    1,627,737  
    126,359  

Ceres Power Holdings plc (a)

    1,845,077  
    42,949  

Doosan Fuel Cell Company, Ltd. (a)

    1,906,895  
    313,000  

dynaCERT, Inc. (a)

    92,260  
    198,670  

FuelCell Energy, Inc. (a)

    1,768,163  
    103,198  

Fusion Fuel Green plc - Class A (a)

    1,488,115  
    161,637  

Gencell, Ltd. (a)

    560,533  
    330,440  

Hexagon Purus ASA (a)

    1,487,234  
    346,113  

ITM Power plc (a)

    2,177,431  
    47,156  

McPhy Energy SA (a)

    1,194,502  
    1,031,674  

NEL ASA (a)

    2,407,383  
    116,941  

Plug Power, Inc. (a)

    3,998,213  
    67,612  

PowerCell Sweden AB (a)

    1,785,931  
    7,964,304  

Powerhouse Energy Group plc (a)

    515,455  
    434,597  

Proton Motor Power Systems plc (a)

    312,193  
    41,541  

SFC Energy AG (a)

    1,386,769  
    30,810  

S-Fuelcell Company, Ltd.

    915,149  
    413,801  

Xebec Adsorption, Inc. (a)

    1,350,041  
              34,433,995  
       

Materials — 7.9%

    1,593,839  

Aker Clean Hydrogen AS (a)

    1,507,676  
    5,218  

Linde plc

    1,508,524  
              3,016,200  
       

TOTAL COMMON STOCKS (Cost $38,912,662)

    37,941,975  
       

SHORT-TERM INVESTMENTS — 0.6%

    230,829  

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

  $ 230,829  
       

TOTAL SHORT-TERM INVESTMENTS (Cost $230,829)

    230,829  
                 
       

TOTAL INVESTMENTS — 100.0% (Cost $39,143,491)

    38,172,804  
       

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

    14,217  
       

NET ASSETS — 100.0%

  $ 38,187,021  

 

Percentages are stated as a percent of net assets.

 

(a)

Non-income producing security.

(b)

To the extent that the Fund invests more heavily in particular sectors of the economy, its performance will be especially sensitive to developments that significantly affect those sectors. See Note 8 in Notes to Financial Statements.

(c)

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

(d)

Represents less than 0.05% of net assets.

 

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

 

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

 

26

 

 

Defiance Next Gen Altered Experience ETF

 

Schedule of Investments
June 30, 2021 (Unaudited)

 

 

 

Shares

 

Security Description

 

Value

 
       

COMMON STOCKS — 96.2%

       

Consumer Staples — 8.2%

    269,005  

Neptune Wellness Solutions, Inc. (a)

  $ 312,822  
    995,500  

Red Light Holland Corporation (a)

    245,197  
              558,019  
       

Health Care — 88.0% (b)

    920,500  

Aleafia Health, Inc. (a)

    301,060  
    57,783  

Aurora Cannabis, Inc. (a)

    524,027  
    108,955  

Cardiol Therapeutics, Inc. - Class A (a)

    262,203  
    106,746  

cbdMD, Inc. (a)

    309,563  
    119,790  

Charlottes Web Holdings, Inc. (a)

    428,547  
    11,781  

Compass Pathways plc - ADR (a)

    449,445  
    164,062  

Corbus Pharmaceuticals Holdings, Inc. (a)

    300,234  
    54,747  

Cronos Group, Inc. (a)

    472,178  
    220,506  

Cybin, Inc. (a)

    452,302  
    55,282  

Field Trip Health, Ltd. (a)

    312,504  
    803,000  

MediPharm Labs Corporation (a)

    291,811  
    123,409  

Mind Medicine MindMed, Inc. (a)

    425,761  
    416,000  

Numinus Wellness, Inc. (a)

    305,710  
    260,337  

PharmaCielo, Ltd. (a)

    277,513  
    103,477  

Seelos Therapeutics, Inc. (a)

    273,179  
    297,715  

Willow Biosciences, Inc. (a)

    242,827  
    74,404  

Zynerba Pharmaceuticals, Inc. (a)

    393,597  
              6,022,461  
       

TOTAL COMMON STOCKS (Cost $6,954,942)

    6,580,480  
       

SHORT-TERM INVESTMENTS — 0.1%

    7,682  

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

  $ 7,682  
       

TOTAL SHORT-TERM INVESTMENTS (Cost $7,682)

    7,682  
                 
       

TOTAL INVESTMENTS — 96.3% (Cost $6,962,624)

    6,588,162  
       

Other Assets in Excess of Liabilities — 3.7%

    255,330  
       

NET ASSETS — 100.0%

  $ 6,843,492  

 

Percentages are stated as a percent of net assets.

 

ADR

American Depositary Receipt.

(a)

Non-income producing security.

(b)

To the extent that the Fund invests more heavily in particular sectors of the economy, its performance will be especially sensitive to developments that significantly affect those sectors. See Note 8 in Notes to Financial Statements.

(c)

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

 

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

 

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

 

27

 

 

Defiance Hotel, Airline, and Cruise ETF

 

Schedule of Investments
June 30, 2021 (Unaudited)

 

 

Shares   Security Description  Value 
     COMMON STOCKS — 98.9%     
     Consumer Discretionary — 41.8% (a)     
 3,223   Accor SA (b)  $120,360 
 15,147   Carnival Corporation (b)   399,275 
 825   Choice Hotels International, Inc.   98,059 
 3,388   Hilton Worldwide Holdings, Inc. (b)   408,661 
 1,474   Huazhu Group, Ltd. - ADR (b)   77,842 
 429   Hyatt Hotels Corporation - Class A (b)   33,308 
 2,992   InterContinental Hotels Group plc - ADR (b)   199,536 
 3,751   Marriott International, Inc. - Class A (b)   512,087 
 88,000   Minor International pcl (b)   82,371 
 6,402   Norwegian Cruise Line Holdings, Ltd. (b)   188,283 
 2,200   Resorttrust, Inc.   35,956 
 3,597   Royal Caribbean Cruises, Ltd. (b)   306,752 
 44,000   Shangri-La Asia, Ltd. (b)   43,060 
 1,320   Wyndham Hotels & Resorts, Inc.   95,423 
         2,600,973 
     Industrials — 48.0% (a)     
 5,302   Air Canada (b)   109,183 
 66,000   Air China, Ltd. - H-Shares (b)   48,528 
 5,731   Air France-KLM (b)   27,661 
 1,815   Alaska Air Group, Inc. (b)   109,463 
 209   Allegiant Travel Company (b)   40,546 
 10,483   American Airlines Group, Inc. (b)   222,344 
 3,300   ANA Holdings, Inc. (b)   77,661 
 66,000   China Southern Airlines Company, Ltd. - H-Shares (b)   40,964 
 1,639   Controladora Vuela Cia de Aviacion SAB de CV - ADR (b)   31,485 
 319   Copa Holdings SA - Class A (b)   24,030 
 10,450   Delta Air Lines, Inc. (b)   452,067 
 5,874   Deutsche Lufthansa AG (b)   66,107 
 6,908   easyJet plc (b)   85,391 
 74,448   International Consolidated Airlines Group SA (b)   178,695 
 3,300   Japan Airlines Company, Ltd. (b)   71,388 
 4,081   JetBlue Airways Corporation (b)   68,479 
 38,456   Qantas Airways, Ltd. (b)   134,538 
 2,266   Ryanair Holdings plc - ADR (b)   245,204 
 30,800   Singapore Airlines, Ltd. (b)   111,129 
 737   SkyWest, Inc. (b)   31,743 
 7,722   Southwest Airlines Company (b)   409,961 
 1,760   Spirit Airlines, Inc. (b)   53,574 
 5,159   United Airlines Holdings, Inc. (b)   269,764 
     COMMON STOCKS — 98.9% (Continued)     
     Industrials — 48.0% (a) (Continued)     
 1,122   Wizz Air Holdings plc (b)  $72,369 
         2,982,274 
     Real Estate — 9.1%     
 4,059   Apple Hospitality REIT, Inc.   61,940 
 9,053   Host Hotels & Resorts, Inc. (b)   154,716 
 88   Japan Hotel REIT Investment Corporation   52,805 
 3,366   Park Hotels & Resorts, Inc. (b)   69,373 
 1,859   Pebblebrook Hotel Trust   43,780 
 2,266   RLJ Lodging Trust   34,511 
 869   Ryman Hospitality Properties, Inc. (b)   68,616 
 2,695   Service Properties Trust   33,957 
 3,806   Sunstone Hotel Investors, Inc. (b)   47,271 
         566,969 
     TOTAL COMMON STOCKS (Cost $6,314,653)   6,150,216 
           
     PREFERRED STOCKS — 0.6%     
     Industrials — 0.6%     
 1,463   Azul SA - ADR (b)   38,624 
     TOTAL PREFERRED STOCKS (Cost $39,347)   38,624 
           
     SHORT-TERM INVESTMENTS — 0.2%     
 11,064   First American Government Obligations Fund - Class X, 0.03% (c)   11,064 
     TOTAL SHORT-TERM INVESTMENTS (Cost $11,064)   11,064 
           
     TOTAL INVESTMENTS — 99.7% (Cost $6,365,064)   6,199,904 
     Other Assets in Excess of Liabilities — 0.3%   17,683 
     NET ASSETS — 100.0%  $6,217,587 

 

Percentages are stated as a percent of net assets.

 

ADR

American Depositary Receipt.

(a)

To the extent that the Fund invests more heavily in particular sectors of the economy, its performance will be especially sensitive to developments that significantly affect those sectors. See Note 8 in Notes to Financial Statements.

(b)

Non-income producing security.

(c)

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

 

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

 

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

 

28

 

 

Defiance ETFs

 

Statements of Assets and Liabilities

June 30, 2021 (Unaudited)

 

 

   

Defiance
Quantum
ETF

   

Defiance
Next Gen
Connectivity
ETF

   

Defiance
Nasdaq Junior
Biotechnology
ETF

   

Defiance
Next Gen
SPAC Derived
ETF

   

Defiance
Next Gen H2
ETF

   

Defiance
Next Gen
Altered
Experience
ETF

   

Defiance
Hotel, Airline,
and Cruise
ETF

 

ASSETS

                                                       

Investments in securities, at value * + (Note 2)

  $ 133,353,132     $ 1,395,588,750     $ 8,244,936     $ 60,693,216     $ 38,172,804     $ 6,588,162     $ 6,199,904  

Dividends and interest receivable

    71,898       1,585,448       109       4,945       5             97  

Reclaims receivable

    15,271       102,508       50             3,327              

Securities lending income receivable

    625       20,605                                

Receivable for securities sold

                      2,378,478             258,028        

Transaction fees receivable

    12                                      

Foreign currency, at value

                            18,814              

Receivable for capital shares sold

                                        3,956,645  

Other receivables

                52                          

Total assets

  $ 133,440,938     $ 1,397,297,311     $ 8,245,147     $ 63,076,639     $ 38,194,950     $ 6,846,190     $ 10,156,646  
                                                         

LIABILITIES

                                                       

Collateral received for securities loaned (Note 4)

    18,960,801       115,662,184                                

Management fees payable

    36,727       309,788       2,936       22,198       7,929       2,698       707  

Payable for securities purchased

                      2,367,870                   3,938,352  

Total liabilities

    18,997,528       115,971,972       2,936       2,390,068       7,929       2,698       3,939,059  
                                                         

NET ASSETS

  $ 114,443,410     $ 1,281,325,339     $ 8,242,211     $ 60,686,571     $ 38,187,021     $ 6,843,492     $ 6,217,587  
                                                         

Net Assets Consist of:

                                                       

Paid-in capital

  $ 89,466,072     $ 1,024,556,109     $ 7,579,050     $ 71,418,998     $ 40,626,070     $ 7,231,490     $ 6,392,645  

Total distributable earnings (accumulated deficit)

    24,977,338       256,769,230       663,161       (10,732,427 )     (2,439,049 )     (387,998 )     (175,058 )

Net assets

  $ 114,443,410     $ 1,281,325,339     $ 8,242,211     $ 60,686,571     $ 38,187,021     $ 6,843,492     $ 6,217,587  
                                                         

Net Asset Value:

                                                       

Net assets

  $ 114,443,410     $ 1,281,325,339     $ 8,242,211     $ 60,686,571     $ 38,187,021     $ 6,843,492     $ 6,217,587  

Shares outstanding ^

    2,300,000       33,700,000       250,000       2,300,000       1,575,000       275,000       275,000  

Net asset value, offering and redemption price per share

  $ 49.76     $ 38.02     $ 32.97     $ 26.39     $ 24.25     $ 24.89     $ 22.61  
                                                         

* Identified cost:

                                                       

Investments in securities

  $ 112,634,008     $ 1,173,303,932     $ 7,686,484     $ 65,935,127     $ 39,143,491     $ 6,962,624     $ 6,365,064  

Foreign currency

                            18,877              

 

^

No par value, unlimited number of shares authorized.

+

Including securities on loan of $18,561,628, $112,294,350, $0, $0, $0, $0, and $0, respectively.

 

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

 

29

 

 

Defiance ETFs

 

Statements of Operations

For the Six-Months/Period Ended June 30, 2021 (Unaudited)

 

 

   

Defiance
Quantum
ETF

   

Defiance
Next Gen
Connectivity
ETF

   

Defiance
Nasdaq Junior
Biotechnology
ETF

   

Defiance
Next Gen
SPAC Derived
ETF

   

Defiance
Next Gen H2
ETF
(1)

   

Defiance
Next Gen
Altered
Experience
ETF
(2)

   

Defiance
Hotel, Airline,
and Cruise
ETF
(3)

 

INCOME

                                                       

Dividends *

  $ 471,295     $ 8,000,905     $ 1,207     $ 33,597     $ 27,644     $     $ 2,576  

Interest

    73       520       5       32       14              

Securities lending Income, net (Note 4)

    4,732       131,543                                

Total investment income

    476,100       8,132,968       1,212       33,629       27,658             2,576  
                                                         

EXPENSES

                                                       

Management fees

    181,774       1,690,968       18,946       154,462       23,080       2,698       707  

Total expenses

    181,774       1,690,968       18,946       154,462       23,080       2,698       707  

Net investment income (loss)

    294,326       6,442,000       (17,734 )     (120,833 )     4,578       (2,698 )     1,869  
                                                         

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS

                                               

Net realized gain (loss) on:

                                                       

Investments in securities

    4,342,510       43,524,685       121,389       (3,601,024 )     (1,435,538 )     (10,029 )     (11,634 )

Foreign currency

    (26,634 )                       (30,358 )     (582 )     (133 )

Net change in unrealized appreciation (depreciation) of:

                                               

Investments in securities

    9,440,301       88,054,432       (468,040 )     (9,101,510 )     (970,687 )     (374,462 )     (165,160 )

Foreign currency

    (427 )                       (140 )     (227 )      

Net realized and unrealized gain (loss) on investments

    13,755,750       131,579,117       (346,651 )     (12,702,534 )     (2,436,723 )     (385,300 )     (176,927 )

Net increase (decrease) in net assets resulting from operations

  $ 14,050,076     $ 138,021,117     $ (364,385 )   $ (12,823,367 )   $ (2,432,145 )   $ (387,998 )   $ (175,058 )

 

(1)

The Fund commenced operations on March 9, 2021. The information presented is for the period from March 9, 2021 to June 30, 2021.

(2)

The Fund commenced operations on May 27, 2021. The information presented is for the period from May 27, 2021 to June 30, 2021.

(3)

The Fund commenced operations on June 3, 2021. The information presented is for the period from June 3, 2021 to June 30, 2021.

*

Net of foreign withholding taxes of $37,484, $260,613, $189, $326, $3,536, $0 and $0, respectively.

 

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

 

30

 

 

Defiance Quantum ETF

 

Statements of Changes in Net Assets

 

 

   

Six-Months
Ended
June 30, 2021
(Unaudited)

   

Year
Ended
December 31,
2020

 

OPERATIONS

               

Net investment income (loss)

  $ 294,326     $ 229,549  

Net realized gain (loss) on investments and foreign currency

    4,315,876       4,444,925  

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

    9,439,874       9,097,521  

Net increase (decrease) in net assets resulting from operations

    14,050,076       13,771,995  
                 

DISTRIBUTIONS TO SHAREHOLDERS

               

Net distributions to shareholders

    (283,471 )     (221,124 )

Total distributions to shareholders

    (283,471 )     (221,124 )
                 

CAPITAL SHARE TRANSACTIONS

               

Proceeds from shares sold

    59,140,935       33,659,285  

Payments for shares redeemed

    (14,439,030 )     (11,832,470 )

Transaction fees (Note 7)

    34,226       4,983  

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

    44,736,131       21,831,798  

Net increase (decrease) in net assets

  $ 58,502,736     $ 35,382,669  
                 

NET ASSETS

               

Beginning of period/year

  $ 55,940,674     $ 20,558,005  

End of period/year

  $ 114,443,410     $ 55,940,674  

 

(a)

A summary of capital share transactions is as follows:

 

   

Shares

   

Shares

 

Subscriptions

    1,250,000       950,000  

Redemptions

    (300,000 )     (300,000 )

Net increase (decrease)

    950,000       650,000  

 

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

 

31

 

 

Defiance Next Gen Connectivity ETF

 

Statements of Changes in Net Assets

 

 

   

Six-Months
Ended
June 30, 2021
(Unaudited)

   

Year
Ended
December 31,
2020

 

OPERATIONS

               

Net investment income (loss)

  $ 6,442,000     $ 5,446,296  

Net realized gain (loss) on investments

    43,524,685       4,957,822  

Change in unrealized appreciation (depreciation) on investments

    88,054,432       131,041,762  

Net increase (decrease) in net assets resulting from operations

    138,021,117       141,445,880  
                 

DISTRIBUTIONS TO SHAREHOLDERS

               

Net distributions to shareholders

    (5,774,806 )     (5,446,296 )

Tax return of capital to shareholders

          (407,082 )

Total distributions to shareholders

    (5,774,806 )     (5,853,378 )
                 

CAPITAL SHARE TRANSACTIONS

               

Proceeds from shares sold

    390,997,285       615,223,530  

Payments for shares redeemed

    (132,209,885 )     (22,985,155 )

Transaction fees (Note 7)

          193  

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

    258,787,400       592,238,568  

Net increase (decrease) in net assets

  $ 391,033,711     $ 727,831,070  
                 

NET ASSETS

               

Beginning of period/year

  $ 890,291,628     $ 162,460,558  

End of period/year

  $ 1,281,325,339     $ 890,291,628  

 

(a)

A summary of capital share transactions is as follows:

 

   

Shares

   

Shares

 

Subscriptions

    10,850,000       21,050,000  

Redemptions

    (3,650,000 )     (750,000 )

Net increase (decrease)

    7,200,000       20,300,000  

 

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

 

32

 

 

Defiance Nasdaq Junior Biotechnology ETF

 

StatementS of Changes in Net Assets

 

 

   

Six-Months
Ended
June 30, 2021
(Unaudited)

   

Period
Ended
December 31,
2020
(1)

 

OPERATIONS

               

Net investment income (loss)

  $ (17,734 )   $ (7,951 )

Net realized gain (loss) on investments

    121,389       664,072  

Change in unrealized appreciation (depreciation) on investments

    (468,040 )     1,026,492  

Net increase (decrease) in net assets resulting from operations

    (364,385 )     1,682,613  
                 

DISTRIBUTIONS TO SHAREHOLDERS

               

Net distributions to shareholders

          (59,962 )

Total distributions to shareholders

          (59,962 )
                 

CAPITAL SHARE TRANSACTIONS

               

Proceeds from shares sold

          8,743,625  

Payments for shares redeemed

          (1,759,680 )

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

          6,983,945  

Net increase (decrease) in net assets

  $ (364,385 )   $ 8,606,596  
                 

NET ASSETS

               

Beginning of period

  $ 8,606,596     $  

End of period

  $ 8,242,211     $ 8,606,596  

 

(a)

A summary of capital share transactions is as follows:

 

   

Shares

   

Shares

 

Subscriptions

          300,000  

Redemptions

          (50,000 )

Net increase (decrease)

          250,000  

 

(1)

The Fund commenced operations on August 3, 2020. The information shown is for the period from August 3, 2020 to December 31, 2020.

 

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

 

33

 

 

Defiance Next Gen SPAC Derived ETF

 

StatementS of Changes in Net Assets

 

 

   

Six-Months
Ended
June 30, 2021
(Unaudited)

   

Period
Ended
December 31,
2020
(1)

 

OPERATIONS

               

Net investment income (loss)

  $ (120,833 )   $ (10,642 )

Net realized gain (loss) on investments

    (3,601,024 )     (1,783,336 )

Change in unrealized appreciation (depreciation) on investments

    (9,101,510 )     3,859,599  

Net increase (decrease) in net assets resulting from operations

    (12,823,367 )     2,065,621  
                 

CAPITAL SHARE TRANSACTIONS

               

Proceeds from shares sold

    77,043,675       51,598,750  

Payments for shares redeemed

    (54,281,980 )     (2,917,278 )

Transaction fees (Note 7)

    1,097       53  

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

    22,762,792       48,681,525  

Net increase (decrease) in net assets

  $ 9,939,425     $ 50,747,146  
                 

NET ASSETS

               

Beginning of period

  $ 50,747,146     $  

End of period

  $ 60,686,571     $ 50,747,146  

 

(a)

A summary of capital share transactions is as follows:

 

   

Shares

   

Shares

 

Subscriptions

    2,525,000       1,900,000  

Redemptions

    (2,000,000 )     (125,000 )

Net increase (decrease)

    525,000       1,775,000  

 

(1)

The Fund commenced operations on September 30, 2020. The information shown is for the period from September 30, 2020 to December 31, 2020.

 

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

 

34

 

 

Defiance Next Gen H2 ETF

 

Statement of Changes in Net Assets

 

 

   

Period
Ended
June 30, 2021
(Unaudited)
(1)

 

OPERATIONS

       

Net investment income (loss)

  $ 4,578  

Net realized gain (loss) on investments and foreign currency

    (1,465,896 )

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

    (970,827 )

Net increase (decrease) in net assets resulting from operations

    (2,432,145 )
         

DISTRIBUTIONS TO SHAREHOLDERS

       

Net distributions to shareholders

    (6,904 )

Total distributions to shareholders

    (6,904 )
         

CAPITAL SHARE TRANSACTIONS

       

Proceeds from shares sold

    41,275,067  

Payments for shares redeemed

    (654,260 )

Transaction fees (Note 7)

    5,263  

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

    40,626,070  

Net increase (decrease) in net assets

  $ 38,187,021  
         

NET ASSETS

       

Beginning of period

  $  

End of period

  $ 38,187,021  

 

(a)

A summary of capital share transactions is as follows:

 

   

Shares

 

Subscriptions

    1,600,000  

Redemptions

    (25,000 )

Net increase (decrease)

    1,575,000  

 

(1)

The Fund commenced operations on March 9, 2021. The information shown is for the period from March 9, 2021 to June 30, 2021.

 

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

 

35

 

 

Defiance Next Gen Altered Experience ETF

 

Statement of Changes in Net Assets

 

 

   

Period
Ended
June 30, 2021
(Unaudited)
(1)

 

OPERATIONS

       

Net investment income (loss)

  $ (2,698 )

Net realized gain (loss) on investments and foreign currency

    (10,611 )

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

    (374,689 )

Net increase (decrease) in net assets resulting from operations

    (387,998 )
         

CAPITAL SHARE TRANSACTIONS

       

Proceeds from shares sold

    8,524,735  

Payments for shares redeemed

    (1,293,245 )

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

    7,231,490  

Net increase (decrease) in net assets

  $ 6,843,492  
         

NET ASSETS

       

Beginning of period

  $  

End of period

  $ 6,843,492  

 

(a)

A summary of capital share transactions is as follows:

 

   

Shares

 

Subscriptions

    325,000  

Redemptions

    (50,000 )

Net increase (decrease)

    275,000  

 

(1)

The Fund commenced operations on May 27, 2021. The information shown is for the period from May 27, 2021 to June 30, 2021.

 

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

 

36

 

 

Defiance Hotel, Airline, and Cruise ETF

 

Statement of Changes in Net Assets

 

 

   

Period
Ended
June 30, 2021
(Unaudited)
(1)

 

OPERATIONS

       

Net investment income (loss)

  $ 1,869  

Net realized gain (loss) on investments and foreign currency

    (11,767 )

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

    (165,160 )

Net increase (decrease) in net assets resulting from operations

    (175,058 )
         

CAPITAL SHARE TRANSACTIONS

       

Proceeds from shares sold

    6,392,645  

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

    6,392,645  

Net increase (decrease) in net assets

  $ 6,217,587  
         

NET ASSETS

       

Beginning of period

  $  

End of period

  $ 6,217,587  

 

(a)

A summary of capital share transactions is as follows:

 

   

Shares

 

Subscriptions

    275,000  

Redemptions

     

Net increase (decrease)

    275,000  

 

(1)

The Fund commenced operations on June 3, 2021. The information shown is for the period from June 3, 2021 to June 30, 2021.

 

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

 

37

 

 

Defiance Quantum ETF

 

Financial Highlights

For a capital share outstanding throughout the period/year

 

 

   

Six-Months
Ended
June 30,
2021
(Unaudited)

   

Year
Ended
December 31,
2020

   

Year
Ended
December 31,
2019

   

Period
Ended
December 31,
2018
(1)

 

Net asset value, beginning of period/year

  $ 41.44     $ 29.37     $ 19.96     $ 25.00  
                                 

INCOME (LOSS) FROM INVESTMENT OPERATIONS:

                               

Net investment income (loss) (2)

    0.15       0.22       0.22       0.05  

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

    8.28       12.06       9.36       (5.05 )

Total from investment operations

    8.43       12.28       9.58       (5.00 )
                                 

DISTRIBUTIONS TO SHAREHOLDERS:

                               

From net investment income

    (0.13 )     (0.19 )     (0.18 )     (0.03 )

From realized gains

          (0.02 )            

Tax return of capital to shareholders

                      (0.01 )

Total distributions

    (0.13 )     (0.21 )     (0.18 )     (0.04 )
                                 

CAPITAL SHARE TRANSACTIONS:

                               

Transaction fees (Note 7)

    0.02       0.00 (3)      0.01       0.00 (3) 
                                 

Net asset value, end of period/year

  $ 49.76     $ 41.44     $ 29.37     $ 19.96  
                                 

Total return

    20.40 %(4)     42.01 %     48.20 %     -20.01 %(4)
                                 

SUPPLEMENTAL DATA:

                               

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

  $ 114,443     $ 55,941     $ 20,558     $ 2,993  
                                 

RATIOS TO AVERAGE NET ASSETS:

                               

Expenses to average net assets

    0.40 %(6)     0.40 %     0.40 %(5)     0.65 %(6)

Net investment income (loss) to average net assets

    0.65 %(6)     0.71 %     0.87 %     0.70 %(6)

Portfolio turnover rate (7)

    23 %(4)     40 %     45 %     22 %(4)

 

(1)

Commencement of operations on September 4, 2018.

(2)

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

(3)

Represents less than $0.005 per share.

(4)

Not annualized.

(5)

Effective January 14, 2019, the Adviser reduced its management fee from 0.65% to 0.40%.

(6)

Annualized.

(7)

Excludes the impact of in-kind transactions.

 

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

 

38

 

 

Defiance Next Gen Connectivity ETF

 

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

 

 

   

Six-Months
Ended
June 30,
2021
(Unaudited)

   

Year
Ended
December 31,
2020

   

Period
Ended
December 31,
2019
(1)

 

Net asset value, beginning of period/year

  $ 33.60     $ 26.20     $ 25.00  
                         

INCOME (LOSS) FROM INVESTMENT OPERATIONS:

                       

Net investment income (loss) (2)

    0.20       0.38       0.25  

Net realized and unrealized gain (loss) on investments

    4.39       7.35       1.15  

Total from investment operations

    4.59       7.73       1.40  
                         

DISTRIBUTIONS TO SHAREHOLDERS:

                       

From net investment income

    (0.17 )     (0.31 )     (0.20 )

Tax return of capital to shareholders

          (0.02 )      

Total distributions

    (0.17 )     (0.33 )     (0.20 )
                         

CAPITAL SHARE TRANSACTIONS:

                       

Transaction fees (Note 7)

          0.00 (3)       
                         

Net asset value, end of period/year

  $ 38.02     $ 33.60     $ 26.20  
                         

Total return

    13.72 %(4)     29.77 %     5.64 %(4)
                         

SUPPLEMENTAL DATA:

                       

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

  $ 1,281,325     $ 890,292     $ 162,461  
                         

RATIOS TO AVERAGE NET ASSETS:

                       

Expenses to average net assets

    0.30 %(5)     0.30 %     0.30 %(5)

Net investment income (loss) to average net assets

    1.14 %(5)     1.35 %     1.22 %(5)

Portfolio turnover rate (6)

    16 %(4)     28 %     54 %(4)

 

(1)

Commencement of operations on March 4, 2019.

(2)

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

(3)

Represents less than $0.005 per share.

(4)

Not annualized.

(5)

Annualized.

(6)

Excludes the impact of in-kind transactions.

 

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

 

39

 

 

Defiance Nasdaq Junior Biotechnology ETF

 

Financial Highlights
For a capital share outstanding throughout the period

 

 

   

Six-Months
Ended
June 30,
2021
(Unaudited)

   

Period
Ended
December 31,
2020
(1)

 

Net asset value, beginning of period

  $ 34.43     $ 25.00  
                 

INCOME (LOSS) FROM INVESTMENT OPERATIONS:

               

Net investment income (loss) (2)

    (0.07 )     (0.05 )

Net realized and unrealized gain (loss) on investments

    (1.39 )     9.78  

Total from investment operations

    (1.46 )     9.73  
                 

DISTRIBUTIONS TO SHAREHOLDERS:

               

From realized gains

          (0.30 )

Total distributions

          (0.30 )
                 

Net asset value, end of period

  $ 32.97     $ 34.43  
                 

Total return

    -4.23 %(3)     38.90 %(3)
                 

SUPPLEMENTAL DATA:

               

Net assets at end of period (000’s)

  $ 8,242     $ 8,607  
                 

RATIOS TO AVERAGE NET ASSETS:

               

Expenses to average net assets

    0.45 %(4)     0.45 %(4)

Net investment income (loss) to average net assets

    -0.42 %(4)     -0.43 %(4)

Portfolio turnover rate (5)

    12 %(3)     66 %(3)

 

(1)

Commencement of operations on August 3, 2020.

(2)

Calculated based on average shares outstanding during the period.

(3)

Not annualized.

(4)

Annualized.

(5)

Excludes the impact of in-kind transactions.

 

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

 

40

 

 

Defiance Next Gen SPAC Derived ETF

 

Financial Highlights
For a capital share outstanding throughout the period

 

 

   

Six-Months
Ended
June 30,
2021
(Unaudited)

   

Period
Ended
December 31,
2020
(1)

 

Net asset value, beginning of period

  $ 28.59     $ 25.24  
                 

INCOME (LOSS) FROM INVESTMENT OPERATIONS:

               

Net investment income (loss) (2)

    (0.05 )     (0.01 )

Net realized and unrealized gain (loss) on investments

    (2.15 )     3.36  

Total from investment operations

    (2.20 )     3.35  
                 

CAPITAL SHARE TRANSACTIONS:

               

Transaction fees (Note 7)

    0.00 (3)      0.00 (3) 
                 

Net asset value, end of period

  $ 26.39     $ 28.59  
                 

Total return

    -7.72 %(4)     13.29 %(4)
                 

SUPPLEMENTAL DATA:

               

Net assets at end of period (000’s)

  $ 60,687     $ 50,747  
                 

RATIOS TO AVERAGE NET ASSETS:

               

Expenses to average net assets

    0.45 %(5)     0.45 %(5)

Net investment income (loss) to average net assets

    -0.35 %(5)     -0.16 %(5)

Portfolio turnover rate (6)

    77 %(4)     64 %(4)

 

(1)

Commencement of operations on September 30, 2020.

(2)

Calculated based on average shares outstanding during the period.

(3)

Represents less than $0.005 per share.

(4)

Not annualized.

(5)

Annualized.

(6)

Excludes the impact of in-kind transactions.

 

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

 

41

 

 

Defiance Next Gen H2 ETF

 

Financial Highlights
For a capital share outstanding throughout the period

 

 

   

Period
Ended
June 30,
2021
(Unaudited)
(1)

 

Net asset value, beginning of period

  $ 27.16  
         

INCOME (LOSS) FROM INVESTMENT OPERATIONS:

       

Net investment income (loss) (2)

    0.00 (3) 

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

    (2.92 )

Total from investment operations

    (2.92 )
         

DISTRIBUTIONS TO SHAREHOLDERS:

       

From net investment income

    (0.00 )(3)

Total distributions

    (0.00 )(3)
         

CAPITAL SHARE TRANSACTIONS:

       

Transaction fees (Note 7)

    0.01  
         

Net asset value, end of period

  $ 24.25  
         

Total return

    -10.71 %(4)
         

SUPPLEMENTAL DATA:

       

Net assets at end of period (000’s)

  $ 38,187  
         

RATIOS TO AVERAGE NET ASSETS:

       

Expenses to average net assets

    0.30 %(5)

Net investment income (loss) to average net assets

    0.06 %(5)

Portfolio turnover rate (6)

    51 %(4)

 

(1)

Commencement of operations on March 9, 2021.

(2)

Calculated based on average shares outstanding during the period.

(3)

Represents less than $0.005 per share.

(4)

Not annualized.

(5)

Annualized.

(6)

Excludes the impact of in-kind transactions.

 

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

 

42

 

 

Defiance Next Gen Altered Experience ETF

 

Financial Highlights
For a capital share outstanding throughout the period

 

 

   

Period
Ended
June 30,
2021
(Unaudited)
(1)

 

Net asset value, beginning of period

  $ 25.51  
         

INCOME (LOSS) FROM INVESTMENT OPERATIONS:

       

Net investment income (loss) (2)

    (0.02 )

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

    (0.60 )

Total from investment operations

    (0.62 )
         

Net asset value, end of period

  $ 24.89  
         

Total return

    -2.45 %(3)
         

SUPPLEMENTAL DATA:

       

Net assets at end of period (000’s)

  $ 6,843  
         

RATIOS TO AVERAGE NET ASSETS:

       

Expenses to average net assets

    0.75 %(4)

Net investment income (loss) to average net assets

    -0.75 %(4)

Portfolio turnover rate (5)

    6 %(3)

 

(1)

Commencement of operations on May 27, 2021.

(2)

Calculated based on average shares outstanding during the period.

(3)

Not annualized.

(4)

Annualized.

(5)

Excludes the impact of in-kind transactions.

 

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

 

43

 

 

Defiance Hotel, Airline, and Cruise ETF

 

Financial Highlights
For a capital share outstanding throughout the period

 

 

   

Period
Ended
June 30,
2021
(Unaudited)
(1)

 

Net asset value, beginning of period

  $ 24.36  
         

INCOME (LOSS) FROM INVESTMENT OPERATIONS:

       

Net investment income (loss) (2)

    0.02  

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

    (1.77 )

Total from investment operations

    (1.75 )
         

Net asset value, end of period

  $ 22.61  
         

Total return

    -7.19 %(3)
         

SUPPLEMENTAL DATA:

       

Net assets at end of period (000’s)

  $ 6,218  
         

RATIOS TO AVERAGE NET ASSETS:

       

Expenses to average net assets

    0.45 %(4)

Net investment income (loss) to average net assets

    1.19 %(4)

Portfolio turnover rate (5)

    6 %(3)

 

(1)

Commencement of operations on June 3, 2021.

(2)

Calculated based on average shares outstanding during the period.

(3)

Not annualized.

(4)

Annualized.

(5)

Excludes the impact of in-kind transactions.

 

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

 

44

 

 

Defiance ETFs

 

Notes to Financial Statements

June 30, 2021 (Unaudited)

 

 

NOTE 1 – ORGANIZATION

 

Defiance Quantum ETF, Defiance Next Gen Connectivity ETF, Defiance Nasdaq Junior Biotechnology ETF, Defiance Next Gen SPAC Derived ETF, Defiance Next Gen H2 ETF, Defiance Next Gen Altered Experience ETF and Defiance Hotel, Airline, and Cruise ETF (individually each a “Fund” or collectively the “Funds”) are each a non-diversified series of ETF Series Solutions (“ESS” or the “Trust”), an open-end management investment company consisting of multiple investment series, organized as a Delaware statutory trust on February 9, 2012. The Trust is registered with the Securities and Exchange Commission (“SEC”) under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company and the offering of the Funds’ shares is registered under the Securities Act of 1933, as amended (the “Securities Act”). The investment objective of Defiance Quantum ETF is to track the total return performance, before fees and expenses, of the BlueStar Quantum Computing and Machine Learning Index®. The investment objective of Defiance Next Gen Connectivity ETF is to track the total return performance, before fees and expenses, of the BlueStar 5G Communications Index™. The investment objective of Defiance Nasdaq Junior Biotechnology ETF is to track the total return performance, before fees and expenses, of the Nasdaq Junior Biotechnology Index. The investment objective of Defiance Next Gen SPAC Derived ETF is to track the total return performance, before fees and expenses, of the Indxx SPAC & NextGen IPO Index. The investment objective of Defiance Next Gen H2 ETF is to track the total return performance, before fees and expenses, of the BlueStar Hydrogen & NextGen Fuel Cell Index. The investment objective of Defiance Next Gen Altered Experience ETF is to track the total return performance, before fees and expenses, of the BITA Medical Psychedelics, Cannabis, and Ketamine Index. The investment objective of Defiance Hotel, Airline, and Cruise ETF is to track the total return performance, before fees and expenses, of the BlueStar Global Hotels, Airlines, and Cruises Index. Defiance Quantum ETF commenced operations on September 4, 2018, Defiance Next Gen Connectivity ETF commenced operations on March 4, 2019, Defiance Nasdaq Junior Biotechnology ETF commenced operations on August 3, 2020, Defiance Next Gen SPAC Derived ETF commenced operations on September 30, 2020, Defiance Next Gen H2 ETF commenced operations on March 9, 2019, Defiance Next Gen Altered Experience ETF commenced operations on May 27, 2021 and Defiance Hotel, Airline, and Cruise ETF commenced operations on June 3, 2021.

 

The end of the reporting period for the Funds is June 30, 2021, and the period covered by these Notes to Financial Statements is the six-month period from January 1, 2021 through June 30, 2021 for Defiance Quantum ETF, Defiance Next Gen Connectivity ETF, Defiance Nasdaq Junior Biotechnology ETF and Defiance Next Gen SPAC Derived ETF, the period from March 9, 2021 through June 30, 2021 for Defiance Next Gen H2 ETF, the period from May 27, 2021 through June 30, 2021 for Defiance Next Gen Altered Experience ETF and the period from June 3, 2021 through June 30, 2021 for Defiance Hotel, Airline, and Cruise ETF (each, respectively, 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, special purchase acquisition companies (“SPAC”) 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.

 

 

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

 

45

 

 

Defiance ETFs

 

Notes to Financial Statements
June 30, 2021 (Unaudited) (Continued)

 

 

 

Units of Mount Vernon Liquid Assets Portfolio, LLC are not traded on an exchange and are valued at the investment company’s NAV per share as provided by the underlying fund’s administrator. These shares are generally classified as Level 2 Investments.

 

 

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

 

 

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

 

 

Level 1 –

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

 

 

Level 2 –

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

 

 

Level 3 –

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

 

 

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

 

 

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

 

 

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

 

Defiance Quantum ETF

 

Assets^

 

Level 1

   

Level 2

   

Level 3

   

Total

 

Common Stocks

  $ 113,888,793     $     $     $ 113,888,793  

Short-Term Investments

    503,538                   503,538  

Investments Purchased with Proceeds from Securities Lending

          18,960,801             18,960,801  

Total Investments in Securities, at value

  $ 114,392,331     $ 18,960,801     $     $ 133,353,132  

 

Defiance Next Gen Connectivity ETF

 

Assets^

 

Level 1

   

Level 2

   

Level 3

   

Total

 

Common Stocks

  $ 1,276,987,015     $     $     $ 1,276,987,015  

Short-Term Investments

    2,939,551                   2,939,551  

Investments Purchased with Proceeds from Securities Lending

          115,662,184             115,662,184  

Total Investments in Securities, at value

  $ 1,279,926,566     $ 115,662,184     $     $ 1,395,588,750  

 

46

 

 

Defiance ETFs

 

Notes to Financial Statements
June 30, 2021 (Unaudited) (Continued)

 

 

Defiance Nasdaq Junior Biotechnology ETF

 

Assets^

 

Level 1

   

Level 2

   

Level 3

   

Total

 

Common Stocks

  $ 8,208,945     $ 6,484     $     $ 8,215,429  

Contingent Value Rights

                0 (1)      0 (1) 

Short-Term Investments

    29,507                   29,507  

Total Investments in Securities, at value

  $ 8,238,452     $ 6,484     $ 0 (1)    $ 8,244,936  

 

Defiance Next Gen SPAC Derived ETF

 

Assets^

 

Level 1

   

Level 2

   

Level 3

   

Total

 

Common Stocks

  $ 38,112,267     $     $     $ 38,112,267  

Special Purpose Acquisition Companies

    22,344,720                   22,344,720  

Short-Term Investments

    236,229                   236,229  

Total Investments in Securities, at value

  $ 60,693,216     $     $     $ 60,693,216  

 

Defiance Next Gen H2 ETF

 

Assets^

 

Level 1

   

Level 2

   

Level 3

   

Total

 

Common Stocks

  $ 37,941,975     $     $     $ 37,941,975  

Short-Term Investments

    230,829                   230,829  

Total Investments in Securities, at value

  $ 38,172,804     $     $     $ 38,172,804  

 

Defiance Next Gen Altered Experience ETF

 

Assets^

 

Level 1

   

Level 2

   

Level 3

   

Total

 

Common Stocks

  $ 6,580,480     $     $     $ 6,580,480  

Short-Term Investments

    7,682                   7,682  

Total Investments in Securities, at value

  $ 6,588,162     $     $     $ 6,588,162  

 

Defiance Hotel, Airline, and Cruise ETF

 

Assets^

 

Level 1

   

Level 2

   

Level 3

   

Total

 

Common Stocks

  $ 6,150,216     $     $     $ 6,150,216  

Preferred Stocks

    38,624                   38,624  

Short-Term Investments

    11,064                   11,064  

Total Investments in Securities, at value

  $ 6,199,904     $     $     $ 6,199,904  

 

^

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

(1)

Represents less than $0.50.

 

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

 

 

B.

Federal Income Taxes. The Funds’ policy is to comply with the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies and to distribute substantially all net taxable 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 are determined in accordance with federal income tax regulations, which

 

47

 

 

Defiance ETFs

 

Notes to Financial Statements
June 30, 2021 (Unaudited) (Continued)

 

 

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

 

 

C.

Foreign Currency. Investment securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at the date of valuation. Purchases and sales of investment securities and income and expense items denominated in foreign currencies are translated into U.S. dollar amounts on the respective dates of such transactions. The Funds do not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments and currency gains or losses realized between trade and settle dates on security transactions from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments. The Funds report net realized foreign exchange gains or losses that arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign currency transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Funds’ books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the fair values of assets and liabilities, other than investments in securities at fiscal period end, resulting from changes in exchange rates.

 

 

D.

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

 

 

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

 

 

E.

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

 

 

F.

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

 

 

G.

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

 

 

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.

 

48

 

 

Defiance ETFs

 

Notes to Financial Statements
June 30, 2021 (Unaudited) (Continued)

 

 

 

I.

Reclassification of Capital Accounts. U.S. GAAP requires that certain components of net assets relating to permanent differences be reclassified between financial and tax reporting. These reclassifications have no effect on net assets or NAV per share and are primarily due to differing book and tax treatments for in-kind transactions. During the fiscal period ended December 31, 2020, the following table shows the reclassifications made:

 

   

Distributable
Earnings
(Accumulated
Deficit)

   

Paid-In
Capital

 

Defiance Quantum ETF

  $ (4,370,561 )   $ 4,370,561  

Defiance Next Gen Connectivity ETF

    (9,523,796 )     9,523,796  

Defiance Nasdaq Junior Biotechnology ETF

    (595,105 )     595,105  

Defiance Next Gen SPAC Derived ETF

    25,319       (25,319 )

 

During the fiscal period ended December 31, 2020, the Funds realized the following net capital gains (losses) resulting from in-kind redemptions, in which shareholders exchanged Fund shares for securities held by the Funds rather than for cash. Because such gains are not taxable to the Funds, and are not distributed to shareholders, they have been reclassified from distributable earnings (accumulated deficit) to paid-in capital.

 

Defiance Quantum ETF

  $ 4,370,561  

Defiance Next Gen Connectivity ETF

    9,523,796  

Defiance Nasdaq Junior Biotechnology ETF

    595,105  

Defiance Next Gen SPAC Derived ETF

    (25,319 )

 

 

J.

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

 

NOTE 3 – COMMITMENTS AND OTHER RELATED PARTY TRANSACTIONS

 

Defiance ETFs, 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, in consultation with Penserra Capital Management LLC, (the “Sub-Adviser”), transfer agency, custody, fund administration and accounting, and other non-distribution related services necessary for the Funds to operate. Under the Advisory Agreement, the Adviser has agreed to pay all expenses of the Funds except for: the fee paid to the Adviser pursuant to the Advisory Agreement, interest charges on any borrowings, dividends, and other expenses on securities sold short, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, extraordinary expenses, and distribution (12b-1) fees and expenses.

 

49

 

 

Defiance ETFs

 

Notes to Financial Statements
June 30, 2021 (Unaudited) (Continued)

 

 

The Funds pay the Adviser the following annual rate based on each Fund’s average daily net assets:

 

Defiance Quantum ETF

    0.40 %

Defiance Next Gen Connectivity ETF

    0.30 %

Defiance Nasdaq Junior Biotechnology ETF

    0.45 %

Defiance Next Gen SPAC Derived ETF

    0.45 %

Defiance Next Gen H2 ETF

    0.30 %

Defiance Next Gen Altered Experience ETF

    0.75 %

Defiance Hotel, Airline, and Cruise ETF

    0.45 %

 

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

 

The Custodian acts as the securities lending agent (the “Securities Lending Agent”) for Defiance Quantum ETF and Defiance Next Gen Connectivity ETF.

 

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

 

NOTE 4 – SECURITIES LENDING

 

Defiance Quantum ETF and Defiance Next Gen Connectivity ETF may lend up to 33⅓ percent of the value of the securities in their portfolios to brokers, dealers and financial institutions (but not individuals) under terms of participation in a securities lending program administered by the Securities Lending Agent. The securities lending agreement requires that loans are collateralized at all times in an amount equal to at least 102% of the value of any domestic loaned securities at the time of the loan plus accrued interest. The use of loans of foreign securities, which are denominated and payable in U.S. dollars, shall be collateralized in an amount equal to 105% of the value of any loaned securities at the time of the loan plus accrued interest. The Funds receive compensation in the form of fees and earn interest on the cash collateral. The amount of fees depends on a number of factors including the type of security and length of the loan. The Funds continue to receive interest payments or dividends on the securities loaned during the borrowing period. Gain or loss in the value of securities loaned that may occur during the term of the loan will be for the account of the Funds. The Funds have the right under the terms of the securities lending agreements to recall the securities from the borrower on demand.

 

The securities lending agreement provides that, in the event of a borrower’s material default, the Securities Lending Agent shall take all actions the Securities Lending Agent deems appropriate to liquidate the collateral, purchase replacement securities at the Securities Lending Agent’s expense, or pay the Fund an amount equal to the market value of the loaned securities, subject to certain limitations which are set forth in detail in the securities lending agreement between the Funds and the Securities Lending Agent.

 

As of the end of the current fiscal period, the Funds had loaned securities and received cash collateral for the loans. The cash collateral is invested by the Securities Lending Agent in accordance with the Trust approved investment guidelines. Those guidelines require the cash collateral to be invested in readily marketable, high quality, short-term obligations; however, such investments are subject to risk of payment delays or default on the part of the issuer or counterparty or otherwise may not generate sufficient interest to support the costs associated with securities lending. The Funds could also experience delays in recovering their securities and possible loss of income or value if the borrower fails to return the borrowed securities, although the Funds are indemnified from this risk by contract with the Securities Lending Agent.

 

50

 

 

Defiance ETFs

 

Notes to Financial Statements
June 30, 2021 (Unaudited) (Continued)

 

 

As of the end of the current fiscal period, the values of the securities on loan and payable for collateral due to broker were as follows:

 

Fund

 

Value of
Securities
on Loan

   

Payable for
Collateral
Received*

 

Defiance Quantum ETF

  $ 18,561,628     $ 18,960,801  

Defiance Next Gen Connectivity ETF

    112,294,350       115,662,184  

 

*

The cash collateral received was invested in Mount Vernon Liquid Assets Portfolio, LLC as shown on the Schedules of Investments, a short-term investment portfolio with an overnight and continuous maturity. The investment objective is to seek to maximize current income to the extent consistent with the preservation of capital and liquidity and maintain a stable NAV of $1.00 per unit.

 

The interest income earned by the Funds on the investment of cash collateral received from borrowers for the securities loaned to them (“Securities Lending Income”) is reflected in the Funds’ Statements of Operations. Fees and interest income earned on collateral investments and recognized by the Funds during the current fiscal period were as follows:

 

Fund

 

Fees and
Interest Earned

 

Defiance Quantum ETF

  $ 4,732  

Defiance Next Gen Connectivity ETF

    131,543  

 

Due to the absence of a master netting agreement related to the Funds’ participation in securities lending, no offsetting disclosures have been made on behalf of the Funds.

 

NOTE 5 – 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

 

Defiance Quantum ETF

  $ 25,292,653     $ 21,007,369  

Defiance Next Gen Connectivity ETF

    184,599,775       175,842,186  

Defiance Nasdaq Junior Biotechnology ETF

    989,100       1,009,694  

Defiance Next Gen SPAC Derived ETF

    51,243,485       51,051,805  

Defiance Next Gen H2 ETF

    19,561,328       14,875,339  

Defiance Next Gen Altered Experience ETF

    282,172       543,425  

Defiance Hotel, Airline, and Cruise ETF

    383,350       389,205  

 

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

 

51

 

 

Defiance ETFs

 

Notes to Financial Statements
June 30, 2021 (Unaudited) (Continued)

 

 

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

 

   

In-Kind
Purchases

   

In-Kind
Sales

 

Defiance Quantum ETF

  $ 53,398,336     $ 13,258,350  

Defiance Next Gen Connectivity ETF

    379,931,892       131,239,561  

Defiance Nasdaq Junior Biotechnology ETF

           

Defiance Next Gen SPAC Derived ETF

    76,614,435       54,201,216  

Defiance Next Gen H2 ETF

    36,213,562       575,862  

Defiance Next Gen Altered Experience ETF

    8,517,188       1,292,055  

Defiance Hotel, Airline, and Cruise ETF

    6,371,368        

 

NOTE 6 – INCOME TAX INFORMATION

 

The components of distributable earnings (accumulated deficit) and cost basis of investments for federal income tax purposes at December 31, 2020 were as follows:

 

   

Defiance
Quantum ETF

   

Defiance
Next Gen
Connectivity ETF

   

Defiance
Nasdaq Junior
Biotechnology
ETF

   

Defiance Next
Gen SPAC
Derived ETF

 

Tax cost of investments

  $ 55,705,572     $ 875,012,045     $ 7,704,242     $ 49,126,497  

Gross tax unrealized appreciation

  $ 11,792,037     $ 145,775,572     $ 1,345,705     $ 5,222,007  

Gross tax unrealized depreciation

    (702,029 )     (16,296,737 )     (445,667 )     (3,579,903 )

Net tax unrealized appreciation (depreciation)

    11,090,008       129,478,835       900,038       1,642,104  

Undistributed ordinary income

    20,905             127,508       448,836  

Undistributed long-term capital gain

    99,820                    

Other accumulated gain (loss)

          (4,955,916 )            

Distributable earnings (accumulated deficit)

  $ 11,210,733     $ 124,522,919     $ 1,027,546     $ 2,090,940  

 

*

Defiance Next Gen H2 ETF, Defiance Next Gen Altered Experience ETF and Defiance Hotel, Airline, and Cruise ETF commenced operations after December 31, 2020 and therefore do not appear in this table.

 

The difference between the cost basis for financial statement and federal income tax purposes is due primarily to timing differences in recognizing wash sales and unrealized gains on investments in passive foreign investment companies.

 

For the fiscal year/period ended December 31, 2020, the Funds had no post-October capital losses and no late-year ordinary losses.

 

As of December 31, 2020, the Funds had the following capital loss carryforwards with no expiration date:

 

   

Short-Term

   

Long-Term

 

Defiance Quantum ETF

  $     $  

Defiance Next Gen Connectivity ETF

    1,839,504       3,116,412  

Defiance Nasdaq Junior Biotechnology ETF

           

Defiance Next Gen SPAC Derived ETF

           

Defiance Next Gen H2 ETF

    N/A       N/A  

Defiance Next Gen Altered Experience ETF

    N/A       N/A  

Defiance Hotel, Airline, and Cruise ETF

    N/A       N/A  

 

52

 

 

Defiance ETFs

 

Notes to Financial Statements
June 30, 2021 (Unaudited) (Continued)

 

 

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

 

   

Ordinary
Income

   

Return of
Capital

 

Defiance Quantum ETF

  $ 221,124     $  

Defiance Next Gen Connectivity ETF

    5,446,296       407,082  

Defiance Nasdaq Junior Biotechnology ETF

    59,962        

Defiance Next Gen SPAC Derived ETF

           

Defiance Next Gen H2 ETF

    N/A       N/A  

Defiance Next Gen Altered Experience ETF

    N/A       N/A  

Defiance Hotel, Airline, and Cruise ETF

    N/A       N/A  

 

The tax character of distributions paid by the Defiance Quantum ETF and Defiance Next Gen Connectivity ETF during the fiscal year/period ended December 31, 2019 was $63,308 and $938,468 of ordinary income, respectively.

 

NOTE 7 – SHARE TRANSACTIONS

 

Shares of Defiance Quantum ETF, Defiance Next Gen Connectivity ETF, Defiance Next Gen SPAC Derived ETF, Defiance Next Gen H2 ETF, Defiance Next Gen Altered Experience ETF and Defiance Hotel, Airline, and Cruise ETF are listed and traded on the New York Stock Exchange Arca, Inc. (“NYSE Arca”). Shares of Defiance Nasdaq Junior Biotechnology ETF are listed and traded on The Nasdaq Stock Market, LLC. 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 shares, called “Creation Units.” The Funds generally issue Creation Units in blocks of 50,000 shares, except for Defiance Next Gen Altered Experience ETF and Defiance Hotel, Airline, and Cruise ETF that generally issue Creation Units in blocks of 25,000 shares. Creation Units are issued and redeemed principally in-kind for securities included in a specified universe. Once created, shares generally trade in the secondary market at market prices that change throughout the day. Except when aggregated in Creation Units, shares are not redeemable securities of the Funds. Creation Units may only be purchased or redeemed by certain financial institutions (“Authorized Participants”). An Authorized Participant is either (i) a broker-dealer or other participant in the clearing process through the Continuous Net Settlement System of the National Securities Clearing Corporation or (ii) a Depository Trust Company participant and, in each case, must have executed a Participant Agreement with the Distributor. Most retail investors do not qualify as Authorized Participants nor have the resources to buy and sell whole Creation Units. Therefore, they are unable to purchase or redeem shares directly from the Funds. Rather, most retail investors may purchase shares in the secondary market with the assistance of a broker and are subject to customary brokerage commissions or fees.

 

The Funds each currently offer one class of shares, which has no front-end sales load, no deferred sales charge, and no redemption fee. A fixed transaction fee is imposed for the transfer and other transaction costs associated with the purchase or sale of Creation Units. The standard fixed transaction fee for the Funds is $500, payable to the Custodian, except for Defiance Next Gen Altered Experience ETF whose standard fixed transaction fee is $250. 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% of the value of the Creation Units subject to the transaction. Variable fees are imposed to compensate the Funds for transaction costs associated with the cash transactions. Variable fees received by the Funds, if any, are displayed in the capital shares transactions section of the Statements of Changes in Net Assets. The Funds may issue an unlimited number of shares of beneficial interest, with no par value. All shares of the Funds have equal rights and privileges.

 

NOTE 8 – PRINCIPAL RISKS

 

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.

 

53

 

 

Defiance ETFs

 

Notes to Financial Statements
June 30, 2021 (Unaudited) (Continued)

 

 

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

 

Information Technology Sector Risk. (Defiance Quantum ETF) The Fund is generally expected to invest significantly in companies in the information technology sector, including the semiconductor industry, and therefore the performance of the Fund could be negatively impacted by events affecting this sector. Market or economic factors impacting information technology companies and companies that rely heavily on technological advances could have a significant effect on the value of the Fund’s investments. The value of stocks of information technology companies and companies that rely heavily on technology is particularly vulnerable to rapid changes in technology product cycles, rapid product obsolescence, government regulation and competition, both domestically and internationally, including competition from foreign competitors with lower production costs. Stocks of information technology companies and companies that rely heavily on technology, especially those of smaller, less-seasoned companies, tend to be more volatile than the overall market. Information technology companies are heavily dependent on patent and intellectual property rights, the loss or impairment of which may adversely affect profitability. Information technology companies and companies that rely heavily on technology may also be prone to operational and information security risks resulting from cyber-attacks and/or technological malfunctions.

 

5G Investment Risk. (Defiance Next Gen Connectivity ETF) Companies across a wide variety of industries, primarily in the technology sector, are exploring the possible applications of 5G technologies. The extent of such technologies’ versatility has not yet been fully explored. Consequently, the Fund’s holdings may include equity securities of operating companies that focus on or have exposure to a wide variety of industries, and the economic fortunes of certain companies held by the Fund may not be significantly tied to such technologies. Currently, there are few public companies for which 5G technologies represent an attributable and significant revenue or profit stream, and such technologies may not ultimately have a material effect on the economic returns of companies in which the Fund invests.

 

Biotechnology Investment Risk. (Defiance Nasdaq Junior Biotechnology ETF) The success of biotechnology companies is highly dependent on the development, procurement and/or marketing of drugs. The values of biotechnology companies are also dependent on the development, protection and exploitation of intellectual property rights and other proprietary information, and the profitability of biotechnology companies may be affected significantly by such things as the expiration of patents or the loss of, or the inability to enforce, intellectual property rights. The research and development and other costs associated with developing or procuring new drugs, products or technologies and the related intellectual property rights can be significant, and the results of such research and expenditures are unpredictable and may not necessarily lead to commercially successful products. Governmental regulation may delay or inhibit the release of new products, and the process for obtaining regulatory approval for products is long, costly, and unpredictable. Biotechnology companies may be adversely affected by government regulation and changes in reimbursement rates. A biotechnology company’s valuation can often be based largely on the potential or actual performance of a limited number of products.

 

Associated Risks of SPAC-Derived Companies. (Defiance Next Gen SPAC Derived ETF) The Fund invests in companies that are derived from a SPAC. These companies may be unseasoned and lack a trading history, a track record of reporting to investors, and widely available research coverage. SPAC-derived companies are thus often subject to extreme price volatility and speculative trading. These stocks may have above-average price appreciation in connection with a potential business combination with a SPAC prior to inclusion in the Index. The price of stocks included in the Index may not continue to appreciate and the performance of these stocks may not replicate the performance exhibited in the past. In addition, SPAC-derived companies may share similar illiquidity risks of private equity and venture capital. The free float shares held by the public in a SPAC-derived company are typically a small percentage of the market capitalization. The ownership of many SPAC-derived companies often includes large holdings by venture capital and private equity investors who seek to sell their shares in the public market in the months following a business combination transaction when shares restricted by lock.

 

Concentration in Hydrogen and Fuel Cell Companies Risk. (Defiance Next Gen H2 ETF) The Fund’s investments will be concentrated in an industry or group of industries to the extent that the Index is so concentrated. In such event, the value of the Shares may rise and fall more than the value of shares of a fund that invests in securities of companies in a broader range of industries. The Index is expected to be concentrated in hydrogen and fuel cell companies. Such companies may depend largely on the availability of hydrogen gas, certain third-party key suppliers for components in their products, and a small number of customers for a significant portion of their business. Hydrogen and fuel cell companies are also subject to risks related to the obsolescence of existing technology, short product cycles, falling prices and profits, competition from new market entrants, and

 

54

 

 

Defiance ETFs

 

Notes to Financial Statements
June 30, 2021 (Unaudited) (Continued)

 

 

general economic conditions that significantly affect the hydrogen, fuel cell, and overall clean energy industry. Risks associated with hazardous materials, fluctuations in energy prices and supply and demand of alternative energy fuels, energy conservation, the success of exploration projects and tax and other government regulations can also significantly affect this industry. Shares in the companies involved in this industry may be significantly more volatile than shares of companies operating in other, more established industries.

 

Concentration in Medical Cannabis Companies Risk. (Defiance Next Gen Altered Experience ETF) The companies in which the Fund invests are subject to various laws, regulations and guidelines relating to the cultivation, production, manufacture, management, transportation, storage and disposal of cannabis, as well as those relating to health and safety, the conduct of operations and the protection of the environment. Even if a company’s operations are permitted under current law, they may not be permitted in the future or they may not be permitted under federal law, in which case such company may not be in a position to carry on its operations in its current locations or may be subject to administrative, civil, or criminal enforcement action brought by regulatory, law enforcement, or governmental authorities. Additionally, controlled substance legislation differs between countries, and legislation in certain countries may restrict or limit the ability of certain companies in which the Fund invests to develop, produce, or sell their products. These laws and regulations may significantly affect a cannabis-related company’s ability to secure financing, impact the market for sales and services, and set limitations on cannabis use, production, processing, transportation, sale, marketing, and storage. In addition to regulatory action, litigation initiated by private citizens or companies could have a negative impact on the financial and/or operational status of cannabis-related companies. Cannabis-related companies may also be required to secure permits and authorizations from government agencies to cultivate, process, transport, store, market, sell, or research cannabis-based products. In addition, cannabis-related companies are subject to the risks associated with the agricultural, biotechnology, and pharmaceutical industries.

 

Concentration in Travel Companies Risk. (Defiance Hotel, Airline, and Cruise ETF) The Fund’s investments will be concentrated in an industry or group of industries to the extent that the Index is so concentrated. In such event, the value of the Shares may rise and fall more than the value of shares of a fund that invests in securities of companies in a broader range of industries. Travel Companies may be adversely affected by a downturn in economic conditions that can result in decreased demand for leisure and business travel. Due to the discretionary nature of business and leisure travel spending, Travel Company revenues are heavily influenced by the condition of the U.S. and foreign economies. Travel Companies may also be significantly affected by changes in labor relations and insurance costs. Travel Companies in the airline and cruise industries may also be significantly affected by changes in fuel prices, which may be very volatile and may not be able to be passed on to customers by increasing fares. Airline companies may also be highly dependent on aircraft or related equipment from a small number of suppliers, and consequently, issues affecting the availability, reliability, safety, or longevity of such aircraft or equipment (e.g., the inability of a supplier to meet aircraft demand or the grounding of an aircraft due to safety concerns) may have a significant effect on the operations and profitability of airline companies. Companies in the hotel and lodging industry, as well as the cruise industry, are subject to various risks that may cause significant losses, which includes risks related to uncertainty in travel (due to global, regional or local events), guest safety, security, and privacy, changing consumer demands, shortages of experienced personnel, consumer perception of risk (for example, due to terrorist attacks, pandemics, and political or social violence), and changing or increased regulations.

 

55

 

 

Defiance ETFs

 

Expense Examples

For the Period Ended June 30, 2021 (Unaudited)

 

 

As a shareholder of the Funds you incur two types of costs: (1) transaction costs, including brokerage commissions on purchases and sales of Fund shares, and (2) ongoing costs, including management fees and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Funds and to compare these costs with the ongoing costs of investing in other funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the 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 ratio and an assumed rate of return of 5% per year before expenses, which is not the Funds’ actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Funds and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as brokerage commissions paid on purchases and sales of Fund shares. Therefore, the second line of the table is useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. If these transactional costs were included, your costs would have been higher.

 

Defiance Quantum ETF

 

 

Beginning
Account Value
January 1, 2021

Ending
Account Value
June 30, 2021

Expenses
Paid During
the Period
(1)

Actual

$1,000.00

$ 1,204.00

$2.19

Hypothetical (5% annual return before expenses)

$1,000.00

$ 1,022.81

$2.01

 

(1)

The dollar amounts shown as expenses paid during the period are equal to the annualized expense ratio, 0.40%, multiplied by the average account value during the six-month period, multiplied by 181/365, to reflect the one-half year period.

 

Defiance Next Gen Connectivity ETF

 

 

Beginning
Account Value
January 1, 2021

Ending
Account Value
June 30, 2021

Expenses
Paid During
the Period
(2)

Actual

$1,000.00

$ 1,137.20

$1.59

Hypothetical (5% annual return before expenses)

$1,000.00

$ 1,023.31

$1.51

 

(2)

The dollar amounts shown as expenses paid during the period are equal to the annualized expense ratio, 0.30%, multiplied by the average account value during the six-month period, multiplied by 181/365, to reflect the one-half year period.

 

Defiance Nasdaq Junior Biotechnology ETF

 

 

Beginning
Account Value
January 1, 2021

Ending
Account Value
June 30, 2021

Expenses
Paid During
the Period
(3)

Actual

$1,000.00

$ 957.70

$2.18

Hypothetical (5% annual return before expenses)

$1,000.00

$ 1,022.56

$2.26

 

(3)

The dollar amounts shown as expenses paid during the period is equal to the annualized expense ratio, 0.45%, multiplied by the average account value during the period, multiplied by 181/365, to reflect the one-half year period.

 

56

 

 

Defiance ETFs

 

Expense Examples
For the Period Ended June 30, 2021 (Unaudited) (Continued)

 

 

Defiance Next Gen SPAC Derived ETF

 

 

Beginning
Account Value
January 1, 2021

Ending
Account Value
June 30, 2021

Expenses
Paid During
the Period
(4)

Actual

$1,000.00

$ 922.80

$2.15

Hypothetical (5% annual return before expenses)

$1,000.00

$ 1,022.56

$2.26

 

(4)

The dollar amounts shown as expenses paid during the period is equal to the annualized expense ratio, 0.45%, multiplied by the average account value during the period, multiplied by 181/365, to reflect the one-half year period.

 

Defiance Next Gen H2 ETF

 

 

Beginning
Account Value
March 9, 2021
(5)

Ending
Account Value
June 30, 2021

Expenses
Paid During
the Period

Actual

$1,000.00

$ 892.90

$0.88(6)

Hypothetical (5% annual return before expenses)

$1,000.00

$ 1,023.31

$1.51(7)

 

(5)

Fund commencement.

(6)

The dollar amount shown as expenses paid during the period is equal to the annualized expense ratio, 0.30%, multiplied by the average account value during the period, multiplied by 113/365, to reflect the period.

(7)

The dollar amount shown as expenses paid during the period is equal to the annualized expense ratio, 0.30%, multiplied by the average account value during the period, multiplied by 181/365, to reflect the one-half year period.

 

Defiance Next Gen Altered Experience ETF

 

 

Beginning
Account Value
May 27, 2021
(8)

Ending
Account Value
June 30, 2021

Expenses
Paid During
the Period

Actual

$1,000.00

$ 975.50

$0.69(9)

Hypothetical (5% annual return before expenses)

$1,000.00

$ 1,021.08

$3.76(10)

 

(8)

Fund commencement.

(9)

The dollar amount shown as expenses paid during the period is equal to the annualized expense ratio, 0.75%, multiplied by the average account value during the period, multiplied by 34/365, to reflect the period.

(10)

The dollar amount shown as expenses paid during the period is equal to the annualized expense ratio, 0.75%, multiplied by the average account value during the period, multiplied by 181/365, to reflect the one-half year period.

 

Defiance Hotel, Airline, and Cruise ETF

 

 

Beginning
Account Value
June 3, 2021
(11)

Ending
Account Value
June 30, 2021

Expenses
Paid During
the Period

Actual

$1,000.00

$ 928.10

$0.32(12)

Hypothetical (5% annual return before expenses)

$1,000.00

$ 1,022.56

$2.26(13)

 

(11)

Fund commencement.

(12)

The dollar amount shown as expenses paid during the period is equal to the annualized expense ratio, 0.45%, multiplied by the average account value during the period, multiplied by 27/365, to reflect the period.

(13)

The dollar amount shown as expenses paid during the period is equal to the annualized expense ratio, 0.45%, multiplied by the average account value during the period, multiplied by 181/365, to reflect the one-half year period.

 

57

 

 

Defiance ETFs

 

Review of Liquidity Risk Management Program

(Unaudited)

 

 

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

 

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

 

At a recent meeting of the Board of Trustees of the Trust, the Trustees received a report pertaining to the operation, adequacy, and effectiveness of implementation of the Program for the period ended December 31, 2020. The report concluded that the Program is reasonably designed to assess and manage the Series’ liquidity risk and has operated adequately and effectively to manage such risk. The report reflected that there were no liquidity events that impacted the Series’ ability to timely meet redemptions without dilution to existing shareholders. The report further noted that no material changes have been made to the Program since its implementation.

 

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

 

58

 

 

Defiance Next Gen Connectivity ETF
Defiance Quantum ETF
Defiance Nasdaq Junior Biotechnology ETF

 

Approval of Advisory Agreements and Board Considerations

(Unaudited)

 

 

Pursuant to Section 15(c) of the Investment Company Act of 1940 (the “1940 Act”), at a meeting held on April 20-21, 2021 (the “Meeting”), the Board of Trustees (the “Board”) of ETF Series Solutions (the “Trust”) considered the approval of the continuation of the Investment Advisory Agreement (the “Advisory Agreement”) between Defiance ETFs, LLC (the “Adviser”) and the Trust, on behalf of Defiance Next Gen Connectivity ETF, Defiance Quantum ETF, and Defiance Nasdaq Junior Biotechnology (each, a “Fund”, and collectively, the “Funds”), and the Investment Sub-Advisory Agreement (the “Sub-Advisory Agreement” and together with the Advisory Agreement, the “Agreements”) among the Adviser, the Trust, on behalf of the Funds, and Penserra Capital Management, LLC (the “Sub-Adviser”).

 

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

 

The Board also considered that the Adviser and Sub-Adviser, along with other service providers of the Funds, presented written information to help the Board evaluate the Adviser’s and Sub-Adviser’s fees and other aspects of the Agreements. Additionally, representatives from the Adviser and Sub-Adviser provided an oral overview of each Fund’s strategy, the services provided to each Fund by the Adviser and Sub-Adviser, and additional information about the Adviser’s and Sub-Adviser’s personnel and operations. The Board then discussed the written materials and oral presentations that it had received and any other information that the Board received at the Meeting and deliberated on the approval of the Agreements in light of this information. In its deliberations, the Board did not identify any single piece of information discussed below that was all-important or controlling.

 

Approval of the Continuation of the Advisory Agreement with the Adviser

 

Nature, Extent, and Quality of Services Provided. The Trustees considered the scope of services provided under the Advisory Agreement, noting that the Adviser would continue to provide investment management services to the Funds. In considering the nature, extent, and quality of the services provided by the Adviser, the Board considered the quality of the Adviser’s compliance infrastructure and past reports from the Trust’s Chief Compliance Officer (“CCO”). The Board also considered its previous experience with the Adviser providing investment management services to the Funds. The Board noted that it had previously received a copy of the Adviser’s registration form (“Form ADV”), as well as the response of the Adviser to a detailed series of questions which included, among other things, information about the background and experience of the firm’s key personnel, the firm’s cybersecurity policy, and the services provided by the Adviser.

 

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

 

Historical Performance. The Board noted that it had received information regarding each Fund’s performance for various time periods in the Materials and primarily considered each Fund’s performance for periods ended December 31, 2020. Because each Fund is designed to track the performance of an index, the Board considered the extent to which each Fund tracked its respective index before fees and expenses.

 

Defiance Next Gen Connectivity ETF: The Board noted that, for the one-year and since inception periods, the Fund slightly underperformed its underlying index, before fees and expenses. The Board also considered that, for the one-year period, the Fund significantly outperformed the S&P 500 Total Return Index, but slightly underperformed for the since inception period.

 

The Board further noted that, for the one-year period, the Fund outperformed all other funds in the Communications category as reported by Morningstar, but underperformed the median for funds in the Technology category as reported by Morningstar (the categories together, the “Category Peer Group”).

 

59

 

 

Defiance Next Gen Connectivity ETF
Defiance Quantum ETF
Defiance Nasdaq Junior Biotechnology ETF

 

Approval of Advisory Agreements and Board Considerations

(Unaudited) (Continued)

 

 

The Board also considered the Fund’s performance relative to the sole competitor identified by the Adviser that focuses on the buildout of 5G technology (the “Selected Peer Fund”). The Board noted that the Fund outperformed the Selected Peer Fund for the one-period.

 

Defiance Quantum ETF: The Board noted that, for the one-year and since inception periods, the Fund underperformed its underlying index, before fees and expenses. The Board also considered that for the one-year and since inception periods, the Fund significantly outperformed the S&P 500 Total Return Index. The Board further noted that, for the one-year period, the Fund underperformed the median for funds in the Technology category as reported by Morningstar (the “Category Peer Group”).

 

The Board also considered that the Adviser did not believe the Fund had any direct competitors, and consequently, the Board considered the Fund’s performance relative to a large, broad-based technology index ETF (a “Benchmark ETF”). The Board noted that the Fund underperformed the Benchmark ETF for the one-period ended, although the Board noted the limited usefulness of such comparison given the Fund’s more targeted investment strategy.

 

Defiance Nasdaq Junior Biotechnology ETF: The Board noted that the Fund commenced operations on August 3, 2020 and thus had been operating for less than one year, which was a relatively short period of time over which to evaluate the Fund’s performance and draw meaningful conclusions. The Board, however, noted that for the since inception period, the Fund underperformed its underlying index, before fees and expenses. The Board also considered that for the since inception periods ended December 31, 2020 and March 31, 2021, the Fund significantly outperformed its benchmark, the NASDAQ Biotech Index. The Board further noted that, for the three-month period ended December 31, 2020, the Fund significantly outperformed the median for funds in the universe of Health ETFs as reported by Morningstar (the “Category Peer Group”).

 

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

 

Defiance Next Gen Connectivity ETF: The Board noted that the expense ratio for the Fund was lower than the median of its Category Peer Group and significantly lower than the expense ratio of the Selected Peer Fund.

 

Defiance Quantum ETF: The Board noted that the expense ratio for the Fund was lower than the median of its Category Peer Group. The Board further noted that the Fund’s expense ratio was higher than the expense ratio for the Benchmark ETF, although the Board noted the limited usefulness of such comparison given the Fund’s more targeted investment strategy.

 

Defiance Nasdaq Junior Biotechnology ETF: The Board noted that the expense ratio for the Fund was in line with the median of its Category Peer Group. The Board further noted that the Fund’s expense ratio was slightly lower than the expense ratio for the sole competitor identified by the Adviser that focuses on small-capitalization biotechnology companies.

 

The Board took into consideration that the Adviser charges a “unified fee,” meaning the Funds pay no expenses other than the advisory fee and certain other costs such as interest, brokerage, acquired fund fees and expenses, extraordinary expenses, and, to the extent it is implemented, fees pursuant to a Distribution and/or Shareholder Servicing (12b-1) Plan. The Board noted that the Adviser continued to be responsible for compensating the Trust’s other service providers and paying each Fund’s other expenses out of its own fee and resources. The Board also evaluated the compensation and benefits received by the Adviser from its relationship with the Funds, taking into account analyses of the Adviser’s profitability with respect to each Fund.

 

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

 

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

 

60

 

 

Defiance Next Gen Connectivity ETF
Defiance Quantum ETF
Defiance Nasdaq Junior Biotechnology ETF

 

Approval of Advisory Agreements and Board Considerations

(Unaudited) (Continued)

 

 

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

 

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

 

In considering the nature, extent, and quality of the services provided by the Sub-Adviser, the Board considered reports of the Trust’s CCO with respect to the Sub-Adviser’s compliance program and the Sub-Adviser’s experience providing investment management services to other ETFs, including other series of the Trust. The Board also considered the Sub-Adviser’s resources and capacity with respect to portfolio management, compliance, and operations given the number of funds for which it provides sub-advisory services. The Board further considered information provided by the Sub-Adviser with respect to the impact of the COVID-19 pandemic on the Sub-Adviser’s operations.

 

Historical Performance. The Board noted that it had received information regarding each Fund’s performance for various time periods in the Materials and primarily considered the Fund’s performance for periods ended December 31, 2020. Because each Fund is designed to track the performance of an index, the Board considered the extent to which each Fund tracked its respective index before fees and expenses. The Board noted that each Fund underperformed its respective underlying index before fees and expenses for the since inception period. The Board further considered that the Sub-Adviser attributed such underperformance to the portion of each Fund’s portfolio held uninvested to accommodate on-going fund operations and expenses.

 

Costs of Services to be Provided and Economies of Scale. The Board reviewed the advisory fee to be paid by the Adviser to the Sub-Adviser for its services to the Funds. The Board considered the fees to be paid to the Sub-Adviser would be paid by the Adviser from the fee the Adviser receives from each Fund and noted that the fee reflected an arm’s-length negotiation between the Adviser and the Sub-Adviser. The Board further determined that the fee reflected an appropriate allocation of the advisory fee paid to each firm given the work performed by each firm and noted that the fees were generally in line with those charged by the Sub-Adviser in connection with other funds managed by the Sub-Adviser. The Board noted that the Sub-Adviser has an affiliated broker-dealer that execute a limited amount of the brokerage transactions for certain Funds, and consequently, the Sub-Adviser indirectly benefited from commissions paid to such affiliated broker-dealer. The Board also evaluated the compensation and benefits expected to be received by the Sub-Adviser from its relationship with the Funds, taking into account an analysis of the Sub-Adviser’s estimated profitability with respect to each Fund.

 

The Board expressed the view that it currently appeared that the Sub-Adviser might realize economies of scale in managing the Funds as assets grow in size. The Board determined that it would monitor fees as each Fund’s assets grow to determine whether economies of scale were being effectively shared with such Fund and its shareholders.

 

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

 

61

 

 

Defiance Next Gen H2 ETF

 

Approval of Advisory Agreements and Board Considerations

(Unaudited)

 

 

Pursuant to Section 15(c) of the Investment Company Act of 1940 (the “1940 Act”), at a meeting held on January 27-28, 2021 (the “Meeting”), the Board of Trustees (the “Board”) of ETF Series Solutions (the “Trust”) considered the approval of the Investment Advisory Agreement (the “Advisory Agreement”) between Defiance ETFs, LLC (the “Adviser”) and the Trust, on behalf of the Defiance Next Gen H2 ETF (the “Fund”), and the Investment Sub-Advisory Agreement (the “Sub-Advisory Agreement”) (together, the “Agreements”) among the Adviser, the Trust, on behalf of the Fund, and Penserra Capital Management LLC (“Penserra” or the “Sub-Adviser”).

 

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

 

The Board also considered that the Adviser and Sub-Adviser, along with other service providers of the Fund, had provided written updates on the firm over the course of the year with respect to their roles as adviser and sub-adviser to other series in the Trust, and the Board considered that information alongside the Materials in its evaluation of the Adviser’s and Sub-Adviser’s fees and other aspects of the Agreements. The Board then discussed the Materials, the Adviser’s oral presentation, and any other information that the Board received at the Meeting, and deliberated on the approval of the Agreements in light of this information. In its deliberations, the Board did not identify any single piece of information discussed below that was all-important or controlling.

 

Approval of the Advisory Agreement with the Adviser

 

Nature, Extent, and Quality of Services to be Provided. The Trustees considered the scope of services to be provided under the Advisory Agreement, noting that the Adviser will be providing investment management services to the Fund. In considering the nature, extent, and quality of the services to be provided by the Adviser, the Board considered the quality of the Adviser’s compliance program and past reports from the Trust’s CCO regarding his review of the Adviser’s compliance program, as well as the Board’s experience with the Adviser as the investment adviser to other series of the Trust. The Board noted that it had previously received a copy of the Adviser’s registration form (“Form ADV”), as well as the response of the Adviser to a detailed series of questions that included, among other things, information about the Adviser’s decision making process, details about the Fund, and the services to be provided by the Adviser.

 

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

 

Additionally, the Board considered that the Adviser had partnered with the Fund’s index provider to co-develop the methodology used to determine the securities included in the index that would be tracked by the Fund. The Board noted the Adviser’s belief that shareholders will invest in the Fund based on the strength of the intellectual property behind such index, the Adviser’s reputation in the industry, and the expectation that the Adviser will provide advisory services to the Fund based on the index.

 

Historical Performance. The Board noted that the Fund had not yet commenced operations and concluded that the performance of the Fund, thus, was not a relevant factor in the context of the Board’s deliberations on the Advisory Agreement. The Board also considered that the Fund is designed to track the performance of an index. Consequently, with respect to the Fund’s performance, the Board in the future would focus on the Adviser’s services, including its oversight of the Sub-Adviser’s day-to-day management of the Fund in seeking to track the index as closely as possible.

 

62

 

 

Defiance Next Gen H2 ETF

 

Approval of Advisory Agreements and Board Considerations

(Unaudited) (Continued)

 

 

Cost of Services to be Provided and Economies of Scale. The Board then reviewed the Fund’s proposed expense ratio, the full amount of which was anticipated to be the “unified fee” described below, and compared it to the universe of Miscellaneous Sector ETFs as reported by Morningstar (the “Category Peer Groups”). The Board noted that the proposed expense ratio for the Fund was lower than the expense ratios for funds in the Category Peer Group.

 

The Board further noted that the Fund’s proposed expense ratio was significantly lower than the expense ratios for the Fund’s ETF competitors identified by the Adviser that were focused on providing exposure to clean energy (the “Selected Peer Group). The Board determined that the Fund’s anticipated expense ratio was reasonable given the nature of the investment strategy.

 

The Board took into consideration that the Adviser would charge a “unified fee,” meaning the Fund would pay no expenses other than the advisory fee and certain other costs such as interest, brokerage, acquired fund fees and expenses, extraordinary expenses and, to the extent it is implemented, fees pursuant to a Distribution and/or Shareholder Servicing (12b-1) Plan. The Board noted that the Adviser would be responsible for compensating the Trust’s other service providers and paying the Fund’s other expenses out of its own fee and resources. The Board also evaluated the compensation and benefits expected to be received by the Adviser from its relationship with the Fund, taking into account an analysis of the Adviser’s anticipated profitability with respect to the Fund and the financial resources the Adviser had committed and proposed to commit to its business. The Board determined such analyses were not a significant factor given that the Fund had not yet commenced operations and consequently, the future size of the Fund and the Adviser’s future profitability were generally unpredictable.

 

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

 

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

 

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

 

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

 

In considering the nature, extent, and quality of the services to be provided by the Sub-Adviser, the Board considered reports of the Trust’s CCO with respect to the Sub-Adviser’s compliance program and the Sub-Adviser’s experience providing investment management services to other ETFs, including other series of the Trust. The Trustees further noted that they had received and reviewed the Materials with regard to the Sub-Adviser and they had reviewed additional detailed information about the Sub-Adviser at previous Board meetings. The Board also considered the Sub-Adviser’s resources and capacity with respect to portfolio management, compliance, and operations given the number of funds for which it would be sub-advising. The Board further considered information provided by the Sub-Adviser with respect to the impact of the COVID-19 pandemic on the Sub-Adviser’s operations.

 

Historical Performance. The Board noted that the Fund had not yet commenced operations. Consequently, the Board determined that performance was not a relevant consideration in the context of the Board’s deliberations on the Sub-Advisory Agreement. The Board also considered that the Fund is designed to track the performance of an index. Consequently, with respect to the Fund’s performance, the Board in the future would focus on the Sub-Adviser’s services, including whether Fund’s performance exhibited significant tracking error.

 

63

 

 

Defiance Next Gen H2 ETF

 

Approval of Advisory Agreements and Board Considerations

(Unaudited) (Continued)

 

 

Costs of Services to be Provided and Economies of Scale. The Board reviewed the advisory fee to be paid by the Adviser to Penserra for its services to the Fund. The Board considered the fees to be paid to Penserra would be paid by the Adviser from the fee the Adviser receives from the Fund and noted that the fee reflected an arm’s-length negotiation between the Adviser and Penserra. The Board further determined the fee reflected an appropriate allocation of the advisory fee paid to each adviser given the work performed by each firm and noted that the fees were generally in line with those charged by Penserra in connection with other funds managed by Penserra. The Board noted that the Sub-Adviser has an affiliated broker-dealer that was expected to execute some or all of the brokerage transactions for the Fund, and consequently, the Sub-Adviser would indirectly benefit from commissions paid to such affiliated broker-dealer. The Board also evaluated the compensation and benefits expected to be received by Penserra from its relationship with the Fund, taking into account an analysis of Penserra’s estimated profitability with respect to the Fund.

 

The Board expressed the view that it currently appeared that the Sub-Adviser might realize economies of scale in managing the Fund as assets grow in size. The Board determined that it would monitor fees as the Fund’s assets grow to determine whether economies of scale were being effectively shared with the Fund and its shareholders.

 

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

 

64

 

 

Defiance Next Gen Altered Experience ETF
Defiance Hotel, Airline, and Cruise ETF

 

Approval of Advisory Agreements and Board Considerations

(Unaudited)

 

 

Pursuant to Section 15(c) of the Investment Company Act of 1940 (the “1940 Act”), at a meeting held on April 20-21, 2021 (the “Meeting”), the Board of Trustees (the “Board”) of ETF Series Solutions (the “Trust”) considered the approval of the Investment Advisory Agreement (the “Advisory Agreement”) between Defiance ETFs, LLC (the “Adviser”) and the Trust, on behalf of the Defiance Next Gen Altered Experience ETF and Defiance Hotel, Airline, and Cruise ETF (each, a “Fund”, and together, the “Funds”), and the Investment Sub-Advisory Agreement (the “Sub-Advisory Agreement” and, together with the Advisory Agreement, the “Agreements”) among the Adviser, the Trust, on behalf of the Funds, and Penserra Capital Management LLC (“Penserra” or the “Sub-Adviser”).

 

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

 

Additionally, representatives from the Adviser and Sub-Adviser provided an oral overview of the Fund’s strategy, the services to be provided to the Fund by the Adviser and Sub-Adviser, and additional information about the Adviser’s and Sub-Adviser’s personnel and operations. The Board also considered that the Adviser and Sub-Adviser, along with other service providers of the Funds, had provided written updates on the firm over the course of the year with respect to their roles as adviser and sub-adviser to other series in the Trust, and the Board considered that information alongside the Materials in its evaluation of the Adviser’s and Sub-Adviser’s fees and other aspects of the Agreements. The Board then discussed the Materials, the Adviser’s oral presentation, and any other information that the Board received at the Meeting, and deliberated on the approval of the Agreements in light of this information. In its deliberations, the Board did not identify any single piece of information discussed below that was all-important or controlling.

 

Approval of the Advisory Agreement with the Adviser

 

Nature, Extent, and Quality of Services to be Provided. The Trustees considered the scope of services to be provided under the Advisory Agreement, noting that the Adviser will be providing investment management services to each Fund. In considering the nature, extent, and quality of the services to be provided by the Adviser, the Board considered the quality of the Adviser’s compliance program and past reports from the Trust’s Chief Compliance Officer (“CCO”) regarding his review of the Adviser’s compliance program, as well as the Board’s experience with the Adviser as the investment adviser to other series of the Trust. The Board noted that it had previously received a copy of the Adviser’s registration form (“Form ADV”), as well as the response of the Adviser to a detailed series of questions that included, among other things, details about the Funds and the services to be provided by the Adviser.

 

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

 

Historical Performance. The Board noted that each Fund had not yet commenced operations and concluded that the performance of each Fund, thus, was not a relevant factor in the context of the Board’s deliberations on the Advisory Agreement. The Board also considered that each Fund is designed to track the performance of an index. Consequently, with respect to each Fund’s performance, the Board in the future would focus on the Adviser’s services, including its oversight of the Sub-Adviser’s day-to-day management of each Fund in seeking to track the index as closely as possible.

 

65

 

 

Defiance Next Gen Altered Experience ETF
Defiance Hotel, Airline, and Cruise ETF

 

Approval of Advisory Agreements and Board Considerations

(Unaudited) (Continued)

 

 

Cost of Services to be Provided and Economies of Scale. The Board then reviewed each Fund’s proposed expense ratio, the full amount of which was anticipated to be the “unified fee” described below, and compared each Fund’s expense ratio to its respective Category Peer Group and Selected Peer Group (each defined below) as follows:

 

Defiance Next Gen Altered Experience ETF: The Board then compared the Fund’s proposed expense ratio to the universe of Miscellaneous Sector ETFs as reported by Morningstar (the “Category Peer Group”). The Board noted that the proposed expense ratio for the Fund was above the median for the Category Peer Group, but within the range of expense ratios for funds in the Category Peer Group. The Board also noted that due to the Fund’s unique investment strategy, the Category Peer Group may not allow for an apt comparison by which to judge the Fund’s expense ratio. The Board further noted that the Fund’s proposed expense ratio was lower than the expense ratio for the Fund’s sole competitor identified by the Adviser that is focused on investments in the psychedelics industry.

 

Defiance Hotel, Airline, and Cruise ETF: The Board noted that the expense ratio for the Fund was significantly lower than the median of the universe of Miscellaneous Sector ETFs as reported by Morningstar (the “Category Peer Group”). The Board also noted that due to the Fund’s unique investment strategy, the Category Peer Group may not allow for an apt comparison by which to judge the Fund’s expense ratio. The Board further noted that the Fund’s proposed expense ratio was significantly lower than the expense ratios for the Fund’s competitors identified by the Adviser that are focused on the travel industry (the “Selected Peer Group).

 

The Board took into consideration that the Adviser would charge a “unified fee,” meaning the Funds would pay no expenses other than the advisory fee and certain other costs such as interest, brokerage, acquired fund fees and expenses, extraordinary expenses and, to the extent it is implemented, fees pursuant to a Distribution and/or Shareholder Servicing (12b-1) Plan. The Board noted that the Adviser would be responsible for compensating the Trust’s other service providers and paying each Fund’s other expenses out of its own fee and resources. The Board also evaluated the compensation and benefits expected to be received by the Adviser from its relationship with the Funds, taking into account an analysis of the Adviser’s anticipated profitability with respect to each Fund and the financial resources the Adviser had committed and proposed to commit to its business. The Board determined such analyses were not a significant factor given that the Funds had not yet commenced operations and consequently, the future size of each Fund and the Adviser’s future profitability were generally unpredictable.

 

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

 

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

 

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

 

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

 

66

 

 

Defiance Next Gen Altered Experience ETF
Defiance Hotel, Airline, and Cruise ETF

 

Approval of Advisory Agreements and Board Considerations

(Unaudited) (Continued)

 

 

In considering the nature, extent, and quality of the services to be provided by the Sub-Adviser, the Board considered reports of the Trust’s CCO with respect to the Sub-Adviser’s compliance program and the Sub-Adviser’s experience providing investment management services to other ETFs, including other series of the Trust. The Trustees further noted that they had received and reviewed the Materials with regard to the Sub-Adviser and they had reviewed additional detailed information about the Sub-Adviser at previous Board meetings. The Board also considered the Sub-Adviser’s resources and capacity with respect to portfolio management, compliance, and operations given the number of funds for which it would be providing sub-advisory services. The Board further considered information provided by the Sub-Adviser with respect to the impact of the COVID-19 pandemic on the Sub-Adviser’s operations.

 

Historical Performance. The Board noted that the Funds had not yet commenced operations. Consequently, the Board determined that performance was not a relevant consideration in the context of the Board’s deliberations on the Sub-Advisory Agreement. The Board also considered that each Fund is designed to track the performance of an index. Consequently, with respect to each Fund’s performance, the Board in the future would focus on the Sub-Adviser’s services, including whether each Fund’s performance exhibited significant tracking error.

 

Costs of Services to be Provided and Economies of Scale. The Board reviewed the advisory fee to be paid by the Adviser to the Sub-Adviser for its services to the Funds. The Board considered the fees to be paid to the Sub-Adviser would be paid by the Adviser from the fee the Adviser receives from each Fund and noted that the fee reflected an arm’s-length negotiation between the Adviser and the Sub-Adviser. The Board further determined the fee reflected an appropriate allocation of the advisory fee paid to each adviser given the work performed by each firm and noted that the fees were generally in line with those charged by the Sub-Adviser in connection with other funds managed by the Sub-Adviser. The Board noted that the Sub-Adviser has an affiliated broker-dealer that was expected to execute some or all of the brokerage transactions for each Fund, and consequently, the Sub-Adviser would indirectly benefit from commissions paid to such affiliated broker-dealer. The Board also evaluated the compensation and benefits expected to be received by the Sub-Adviser from its relationship with the Funds, taking into account an analysis of the Sub-Adviser’s estimated profitability with respect to each Fund.

 

The Board expressed the view that it currently appeared that the Sub-Adviser might realize economies of scale in managing the Funds as assets grow in size. The Board determined that it would monitor fees as each Fund’s assets grow to determine whether economies of scale were being effectively shared with such Fund and its shareholders.

 

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

 

67

 

 

Defiance ETFs

 

Federal Tax Information

(Unaudited)

 

 

For the fiscal year/period ended December 31, 2020, certain dividends paid by the Funds may be subject to a maximum rate of 23.8%, as provided for by the Jobs and Growth Tax Relief Reconciliation Act of 2003. The percentage of dividends declared from ordinary income designated as qualified dividend income was as follows:

 

Defiance Quantum ETF

100.00%

Defiance Next Gen Connectivity ETF

99.88%

Defiance Nasdaq Junior Biotechnology ETF

0.98%

Defiance Next Gen SPAC Derived ETF

0.00%

Defiance Next Gen H2 ETF

N/A

Defiance Next Gen Altered Experience ETF

N/A

Defiance Hotel, Airline, and Cruise ETF

N/A

 

For corporate shareholders, the percent of ordinary income distributions qualifying for the corporate dividend received deduction for the year/period ended December 31, 2020 was as follows:

 

Defiance Quantum ETF

90.24%

Defiance Next Gen Connectivity ETF

69.16%

Defiance Nasdaq Junior Biotechnology ETF

0.06%

Defiance Next Gen SPAC Derived ETF

0.00%

Defiance Next Gen H2 ETF

N/A

Defiance Next Gen Altered Experience ETF

N/A

Defiance Hotel, Airline, and Cruise ETF

N/A

 

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:

 

Defiance Quantum ETF

10.07%

Defiance Next Gen Connectivity ETF

0.00%

Defiance Nasdaq Junior Biotechnology ETF

100.00%

Defiance Next Gen SPAC Derived ETF

0.00%

Defiance Next Gen H2 ETF

N/A

Defiance Next Gen Altered Experience ETF

N/A

Defiance Hotel, Airline, and Cruise ETF

N/A

 

Information About Portfolio Holdings
(Unaudited)

 

 

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

 

68

 

 

Defiance ETFs

 

Information About Proxy Voting

(Unaudited)

 

 

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

 

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

 

Information About the Funds’ Trustees
(Unaudited)

 

 

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

 

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 Funds’ NAV is available, without charge, on the Funds’ website at www.defianceetfs.com.

 

69

 

 

Adviser

Defiance ETFs, LLC
311 West 43rd Street, 12th Floor
New York, New York 10036

Index Provider (PSY)

BITA GmbH
Karlstrasse 12
Frankfurt am Main, Hessen 60329 Germany

   

Sub-Adviser

Penserra Capital Management LLC
4 Orinda Way, Suite 100-A
Orinda, California 94563

Distributor

Foreside Fund Services, LLC
Three Canal Plaza
Portland, Maine 04101

   

Index Provider (QTUM, FIVG)

BlueStar Global Investors, LLC
d/b/a Bluestar Indexes
1350 Avenue of the Americas, 4th Floor
New York, New York 10019

Custodian

U.S. Bank National Association
1555 North Rivercenter Drive, Suite 302
Milwaukee, Wisconsin 53212

   

Index Provider (IBBJ)

Nasdaq Global Indexes
151 West 42nd Street
New York, New York 10036

Transfer Agent

U.S. Bancorp Fund Services, LLC
615 East Michigan Street
Milwaukee, Wisconsin 53202

   

Index Provider (SPAK)

Indxx, LLC
470 Park Avenue South, Floor 8 South
New York, New York 10016

Independent Registered Public Accounting Firm

Cohen & Company, Ltd.
342 North Water Street, Suite 830
Milwaukee, Wisconsin 53202

   

Index Provider (HDRO, CRUZ)

MV Index Solutions GmbH
Kreuznacher Str. 30
60486 Frankfurt am Main, Germany

Legal Counsel

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

 

Defiance Quantum ETF

Symbol – QTUM
CUSIP – 26922A420

Defiance Next Gen Connectivity ETF

Symbol – FIVG
CUSIP – 26922A289

Defiance Nasdaq Junior Biotechnology ETF

Symbol – IBBJ
CUSIP – 26922A149

     

Defiance Next Gen SPAC Derived ETF
Symbol – SPAK
CUSIP – 26922B204

Defiance Next Gen H2 ETF
Symbol – HDRO
CUSIP – 26922B600

Defiance Next Gen Altered Experience ETF

Symbol – PSY
CUSIP – 26922B808

     
 

Defiance Hotel, Airlines, and Cruise ETF

Symbol – CRUZ
CUSIP – 26922B873

 

 

 

 

(b)Not applicable.

 

Item 2. Code of Ethics.

 

Not applicable for semi-annual reports.

 

Item 3. Audit Committee Financial Expert.

 

Not applicable for semi-annual reports.

 

Item 4. Principal Accountant Fees and Services.

 

Not applicable for semi-annual reports.

 

Item 5. Audit Committee of Listed Registrants.

 

Not applicable for semi-annual reports.

 

Item 6. Investments.

 

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

 

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

 

Not applicable to open-end investment companies.

 

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

 

Not applicable to open-end investment companies.

 

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

 

Not applicable to open-end investment companies.

 

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

 

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

 

 

 

Item 11. Controls and Procedures.

 

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

 

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

 

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

 

Not applicable to open-end investment companies.

 

Item 13. Exhibits.

 

(a)(1) Any code of ethics or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy Item 2 requirements through filing an exhibit. Not Applicable.

 

(2) A separate certification for each principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.

 

(3) Any written solicitation to purchase securities under Rule 23c-1 under the Act sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons. Not applicable to open-end investment companies.

 

(4) Change in the registrant’s independent public accountant. There was no change in the registrant’s independent public accountant for the period covered by this report.

 

(b)Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Furnished herewith.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

(Registrant) ETF Series Solutions  
     
By (Signature and Title /s/ Kristina R. Nelson
  Kristina R. Nelson, President (principal executive officer)  
     
Date

8/31/2021

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By (Signature and Title)* /s/ Kristina R. Nelson  
  Kristina R. Nelson, President (principal executive officer)   
     
 Date

8/31/2021

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

8/31/2021

 

 

*Print the name and title of each signing officer under his or her signature.