EXCHANGE TRADED CONCEPTS TRUST
Optica Rare Earths & Critical Materials ETF
Annual Report
November 30, 2022
Optica Rare Earths & Critical Materials ETF
Table of Contents
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22 | ||
25 |
The Fund files its complete schedule of holdings with the U.S. Securities and Exchange Commission (the “Commission”) for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT within sixty days after the end of the period. The Fund’s Form N-PORT reports are available on the Commission’s website at https://www.sec.gov.
Exchange Traded Concepts, LLC’s proxy voting policies and procedures are attached to the Fund’s Statement of Additional Information (the “SAI”). The SAI, as well as information relating to how the Fund voted proxies relating to the Fund’s securities during the most recent 12-month period ended June 30, is available without charge, upon request, by calling 833-344-CRIT (2748) and on the Commission’s website at https://www.sec.gov.
Optica Rare Earths & Critical Materials ETF
Management Discussion of Fund Performance
November 30, 2022 (Unaudited)
Dear Shareholders,
Thank you for your investment in the Optica Rare Earths & Critical Materials ETF (the “Fund” or “CRIT”). The information presented in this report relates to the fiscal year March 29, 2022 (commencement of operations) through November 30, 2022.
The Fund seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of the EQM Rare Earths & Critical Materials Index (the “Index”). The Index is comprised of companies that (i) generate at least 50% of their revenue from rare earths or critical metal mining, production, recycling, processing and/or refining or (ii) engage in projects that have the potential, when developed, to generate 50% of revenue from rare earths or critical metal mining, production, recycling, processing and/or refining.
The performance of the Fund since its launch in March 2022, as with global markets in general, was affected by inflation concerns and consequent central bank monetary tightening, the war in Ukraine, supply chain issues and strict COVID restrictions in China, all of which have affected sentiment and demand for rare earths and critical materials, particularly with China being a key region in this sector.
During the Fund’s last rebalance, which occurred in August 2022, the Fund removed underperforming stocks, and added positions with much stronger balance sheets, which we hope will help the Fund weather the current market climate. We believe the current positioning of CRIT verses MSCI ACWI verifies these fund advisory board decisions, as the Fund underperformed MSCI ACWI significantly through July 2022 and has outperformed subsequently.
The Fund had negative performance during the fiscal year ended November 30, 2022. The market price for CRIT decreased 9.67% and the net asset value decreased 10.73% while the MSCI ACWI Index, a broad market index, returned negative 10.22% over the same period. The Index returned negative 9.98%.
The Fund commenced operations on March 29, 2022, with 110,000 shares outstanding as of November 30, 2022. We appreciate your investment in the Optica Rare Earths & Critical Materials ETF.
Sincerely,
J. Garrett
Stevens,
Chief Executive Officer
Exchange Traded Concepts, LLC, Adviser to
the Fund
This material represents an assessment of the market environment at a specific point in time and is not intended to be a forecast of future events, or a guarantee of future results. This information should not be relied upon by the reader as research or investment advice.
The MSCI ACWI (All Country World Index) Index is a free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of developed and emerging markets. The MSCI ACWI consists of 46 country indices comprising 23 developed and 23 emerging market country indices.
1
Optica Rare Earths & Critical Materials ETF
Management Discussion of Fund Performance
November 30, 2022 (Unaudited) (Concluded)
Growth of a $10,000 Investment‡
(at Net Asset Value)
CUMULATIVE
TOTAL RETURN FOR NOVEMBER 30, 2022 | |||
Cumulative Inception to Date* | |||
Net Asset Value |
Market Price | ||
Optica Rare Earths & Critical Materials ETF |
-10.73% |
-9.67% | |
EQM Rare Earths & Critical Materials Index |
-9.98% |
-9.98% | |
MCSI ACWI Index (Net) |
-10.22% |
-10.22% |
* Fund commenced operations on March 29, 2022.
‡ Unaudited
The performance data quoted herein represents past performance and the return and value of an investment in the Fund will fluctuate so that shares, when redeemed or sold in the market, may be worth more or less than their original cost. Past performance is no guarantee of future performance and should not be considered as a representation of the future results of the Fund. The Fund’s performance assumes the reinvestment of all dividends and all capital gains. Index returns assume reinvestment of dividends and, unlike the Fund’s returns, do not reflect any fees or expenses. If such fees and expenses were included in the Index returns, the performance would have been lower. Please note that one cannot invest directly in an unmanaged index.
Investors should consider the investment objectives, risks, charges and expenses of the Fund carefully before investing. A prospectus, containing this and other information, is available at www.critetf.com. Investors should read the prospectus carefully before investing. There are risks associated with investing, including possible loss of principal.
Current performance may be lower or higher than the performance data shown above.
Performance data current to the most recent month-end is available at www.critetf.com.
There are no assurances that the Fund will meet its stated objective.
The Fund’s holdings and allocations are subject to change and should not be considered recommendations to buy individual securities.
Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
See definition of the EQM Rare Earths & Critical Materials Index and the MCSI ACWI Index (Net) in the Management Discussion of Fund Performance.
2
Description |
Shares |
Fair Value | |||
COMMON STOCK†† — 99.0% |
|
||||
Australia — 25.3% |
|
||||
Energy — 0.2% |
|
||||
Deep Yellow* |
8,676 |
$ |
4,125 | ||
Materials — 25.1% |
|
||||
Alkane Resources* |
9,350 |
|
3,820 | ||
Allkem* |
3,540 |
|
32,361 | ||
Australian Strategic Materials* |
1,983 |
|
2,251 | ||
Calix* |
1,465 |
|
4,925 | ||
Firefinch(A)* |
7,320 |
|
49 | ||
Glencore PLC |
40,297 |
|
270,422 | ||
IGO |
4,116 |
|
42,450 | ||
Iluka Resources |
2,539 |
|
17,157 | ||
Lynas Rare Earths* |
5,047 |
|
29,203 | ||
Mineral Resources |
1,020 |
|
59,716 | ||
Panoramic Resources* |
29,676 |
|
3,478 | ||
Pilbara Minerals* |
15,864 |
|
49,508 | ||
Sayona Mining* |
60,600 |
|
9,334 | ||
South32 |
25,749 |
|
69,321 | ||
Syrah Resources* |
5,828 |
|
10,109 | ||
|
604,104 | ||||
|
608,229 | ||||
Canada — 7.5% |
|
||||
Communication Services — 2.2% |
|
||||
Cameco |
2,177 |
|
52,622 | ||
Energy — 0.4% |
|
||||
Denison Mines* |
6,950 |
|
8,510 | ||
Health Care — 0.1% |
|
||||
Neo Performance Materials |
428 |
|
3,173 |
Description |
Shares |
Fair Value | |||
Canada (continued) |
|
||||
Materials — 4.8% |
|
||||
Altius Minerals |
452 |
$ |
7,322 | ||
Largo* |
767 |
|
4,243 | ||
Teck Resources, Cl B |
2,803 |
|
103,963 | ||
|
115,528 | ||||
|
179,833 | ||||
Chile — 6.8% |
|
||||
Materials — 6.8% |
|
||||
Lundin Mining |
4,588 |
|
28,022 | ||
Sociedad Quimica y Minera de Chile ADR |
1,363 |
|
135,155 | ||
|
163,177 | ||||
China — 16.3% |
|
||||
Industrials — 0.8% |
|
||||
JL Mag Rare-Earth, Cl H |
6,400 |
|
19,555 | ||
Materials — 15.5% |
|
||||
Aluminum Corp of China, Cl H |
150,000 |
|
62,840 | ||
CMOC Group, Cl H |
168,000 |
|
77,699 | ||
Ganfeng Lithium, Cl H |
13,200 |
|
114,658 | ||
Jinchuan Group International Resources |
89,000 |
|
6,727 | ||
South Manganese
|
44,000 |
|
3,721 | ||
Tianqi Lithium, Cl H* |
13,000 |
|
108,257 | ||
|
373,902 | ||||
|
393,457 | ||||
Finland — 0.2% |
|
||||
Materials — 0.2% |
|
||||
Jervois Global* |
16,200 |
|
4,177 | ||
France — 0.6% |
|
||||
Materials — 0.6% |
|
||||
Eramet |
184 |
|
15,289 | ||
Ireland — 0.2% |
|
||||
Materials — 0.2% |
|
||||
Kenmare Resources |
1,080 |
|
5,556 | ||
Japan — 0.7% |
|
||||
Industrials — 0.1% |
|
||||
Alconix |
300 |
|
2,827 | ||
Materials — 0.6% |
|
||||
Daiki Aluminium Industry |
300 |
|
2,784 | ||
Toho Titanium |
300 |
|
5,908 | ||
UACJ |
300 |
|
4,956 | ||
|
13,648 | ||||
|
16,475 |
The accompanying notes are an integral part of the financial statements.
3
Optica Rare Earths & Critical Materials ETF
Schedule of Investments
November 30, 2022 (Concluded)
Description |
Shares |
Fair Value | |||
Mongolia — 1.5% |
|
||||
Materials — 1.5% |
|
||||
Turquoise Hill Resources* |
1,152 |
$ |
35,791 | ||
Netherlands — 0.5% |
|
||||
Materials — 0.5% |
|
||||
AMG Advanced |
283 |
|
10,986 | ||
South Africa — 12.0% |
|
||||
Financials — 0.9% |
|
||||
African Rainbow Minerals |
1,340 |
|
22,862 | ||
Materials — 11.1% |
|
||||
Anglo American Platinum |
1,383 |
|
139,746 | ||
Impala Platinum Holdings |
4,562 |
|
56,269 | ||
Northam Platinum Holdings* |
2,353 |
|
27,163 | ||
Sibanye Stillwater ADR |
3,924 |
|
43,988 | ||
|
267,166 | ||||
|
290,028 | ||||
United Kingdom — 0.2% |
|
||||
Materials — 0.2% |
|
||||
Jubilee Metals Group* |
33,032 |
|
4,563 | ||
United States — 27.2% |
|
||||
Energy — 0.8% |
|
||||
Energy Fuels* |
1,266 |
|
8,750 | ||
Uranium Energy* |
2,584 |
|
10,026 | ||
|
18,776 | ||||
Information Technology — 0.1% |
|
||||
AXT* |
572 |
|
3,037 | ||
Materials — 26.3% |
|
||||
Albemarle |
624 |
|
173,466 | ||
Alcoa |
989 |
|
49,578 | ||
Arconic* |
659 |
|
15,704 | ||
Century Aluminum* |
858 |
|
7,730 | ||
Constellium, Cl A* |
966 |
|
12,027 | ||
Freeport-McMoRan, Cl B |
7,196 |
|
286,401 | ||
Kaiser Aluminum |
123 |
|
11,119 | ||
Livent* |
1,021 |
|
28,578 | ||
MP Materials* |
1,031 |
|
34,281 | ||
Tronox Holdings |
1,014 |
|
14,328 | ||
|
633,212 | ||||
|
655,025 | ||||
Total Common
Stock |
|
2,382,586 |
Description |
Shares |
Fair Value | |||
SHORT-TERM INVESTMENT(B) — 1.0% |
|
||||
Invesco Government &
Agency, |
24,511 |
$ |
24,511 | ||
|
|||||
Total Investments -
100.0% |
$ |
2,407,097 |
Percentages are based on Net Assets of $2,405,921.
* Non-income producing security.
†† Narrow industries are utilized for compliance purposes, whereas broad sectors are utilized for reporting.
(A) Level 3 security in accordance with fair value hierarchy.
(B) The rate shown is the 7-day effective yield as of November 30, 2022.
ADR — American Depositary Receipt
Cl — Class
The following is a summary of the inputs used as of November 30, 2022 when valuing the Fund’s investments carried at value:
Level 1 |
Level 2 |
Level 3(1) |
Total | |||||||||
Investments in Securities Common Stock |
|
|
|
|
||||||||
Australia |
$ |
608,180 |
$ |
— |
$ |
49 |
$ |
608,229 | ||||
Canada |
|
179,833 |
|
— |
|
— |
|
179,833 | ||||
Chile |
|
163,177 |
|
— |
|
— |
|
163,177 | ||||
China |
|
393,457 |
|
— |
|
— |
|
393,457 | ||||
Finland |
|
4,177 |
|
— |
|
— |
|
4,177 | ||||
France |
|
15,289 |
|
— |
|
— |
|
15,289 | ||||
Ireland |
|
5,556 |
|
— |
|
— |
|
5,556 | ||||
Japan |
|
16,475 |
|
— |
|
— |
|
16,475 | ||||
Mongolia |
|
35,791 |
|
— |
|
— |
|
35,791 | ||||
Netherlands |
|
10,986 |
|
— |
|
— |
|
10,986 | ||||
South Africa |
|
290,028 |
|
— |
|
— |
|
290,028 | ||||
United Kingdom |
|
4,563 |
|
— |
|
— |
|
4,563 | ||||
United States |
|
655,025 |
|
— |
|
— |
|
655,025 | ||||
Short-Term Investment United States |
|
24,511 |
|
— |
|
— |
|
24,511 | ||||
Total Investments in Securities |
$ |
2,407,048 |
$ |
— |
$ |
49 |
$ |
2,407,097 |
(1) A reconciliation of Level 3 investments is presented when the fund has a significant amount of Level 3 investments at the beginning and/or end of the period in relation to net assets. Management has concluded that Level 3 investments are not material in relation to net assets.
Amounts designated as “—“ are $0 or have been rounded to $0.
The accompanying notes are an integral part of the financial statements.
4
Assets: |
|
||
Investments at Cost |
$ |
2,213,315 | |
Investments at Fair Value |
$ |
2,407,097 | |
Dividends Receivable |
|
392 | |
Reclaims Receivable |
|
30 | |
Total Assets |
|
2,407,519 | |
|
|||
Liabilities: |
|
||
Accrued Advisory Fees |
|
1,598 | |
Total Liabilities |
|
1,598 | |
|
|||
Net Assets |
$ |
2,405,921 | |
|
|||
Net Assets Consist of: |
|
||
Paid-in Capital |
$ |
2,262,514 | |
Total Distributable Earnings (Accumulated Losses) |
|
143,407 | |
Net Assets |
$ |
2,405,921 | |
|
|||
Outstanding
Shares of Beneficial Interest |
|
110,000 | |
Net Asset Value, Offering and Redemption Price Per Share |
$ |
21.87 |
The accompanying notes are an integral part of the financial statements.
5
Optica Rare Earths & Critical Materials ETF
Statement of Operations
For the period ended November 30, 2022†
Investment Income: |
|
| ||
Dividend Income |
$ |
28,655 |
| |
Less: Foreign Taxes Withheld |
|
(2,852 |
) | |
Total Investment Income |
|
25,803 |
| |
|
| |||
Expenses: |
|
| ||
Advisory Fees |
|
7,057 |
| |
Total Expenses |
|
7,057 |
| |
|
| |||
Net Investment Income (Loss) |
|
18,746 |
| |
|
| |||
Net Realized Gain (Loss) on: |
|
| ||
Investments |
|
(68,630 |
) | |
Foreign Currency Transactions |
|
(480 |
) | |
|
| |||
Net Realized Gain (Loss) |
|
(69,110 |
) | |
|
| |||
Net Change in Unrealized Appreciation (Depreciation) on: |
|
| ||
Investments |
|
193,782 |
| |
Foreign Currency Translations |
|
(11 |
) | |
Net Change in Unrealized Appreciation (Depreciation) |
|
193,771 |
| |
Net Realized and Unrealized Gain (Loss) |
|
124,661 |
| |
|
| |||
Net Increase in Net Assets Resulting from Operations |
$ |
143,407 |
|
† Fund commenced operations on March 29, 2022.
The accompanying notes are an integral part of the financial statements.
6
Period
Ended | ||||
Operations: |
|
| ||
Net Investment Income (Loss) |
$ |
18,746 |
| |
Net Realized Gain (Loss) |
|
(69,110 |
) | |
Net Change in Unrealized Appreciation (Depreciation) |
|
193,771 |
| |
Net Increase in Net Assets Resulting from Operations |
|
143,407 |
| |
|
| |||
Capital Share Transactions: |
|
| ||
Issued |
|
2,262,514 |
| |
|
| |||
Increase in Net Assets from Capital Share Transactions |
|
2,262,514 |
| |
|
| |||
Total Increase in Net Assets |
|
2,405,921 |
| |
|
| |||
Net Assets: |
|
| ||
Beginning of Period |
|
— |
| |
End of Period |
$ |
2,405,921 |
| |
|
| |||
Share Transactions: |
|
| ||
Issued |
|
110,000 |
| |
|
| |||
Net Increase in Shares Outstanding from Share Transactions |
|
110,000 |
|
† Commenced operations on March 29, 2022.
Amounts designated as “ – “ are $0.
The accompanying notes are an integral part of the financial statements.
7
Selected Per Share Data & Ratios
For the Period Ended November 30, 2022
For a Share Outstanding Throughout the Period
Net Asset |
Net
|
Net Realized |
Total |
Net
Asset |
Net |
Net
Assets |
Ratio
of |
Ratio
of Net |
Portfolio Turnover(2) | |||||||||||||||
2022† |
$ 24.50 |
$ 0.30 |
$ (2.93)^ |
$ (2.63) |
$ 21.87 |
(10.73 |
)% |
$ 2,406 |
0.85 |
%(3) |
2.26 |
%(3) |
30 |
% |
* Per share data calculated using average shares method.
† Commenced operations on March 29, 2022.
^ Realized and unrealized gains and losses per share are balancing amounts necessary to reconcile the change in net asset value per share for the period, and may not reconcile with the aggregate gains and losses in the Statement of Operations due to share transaction for the period.
(1) Total return is for the period indicated and has not been annualized for periods less than one year. Returns do not reflect the deduction of taxes the shareholder would pay on fund distributions or redemption of Fund shares.
(2) Portfolio turnover rate is for the period indicated and periods of less than one year have not been annualized. Excludes effect of securities received or delivered from processing in-kind creations or redemptions.
(3) Annualized.
The accompanying notes are an integral part of the financial statements.
8
Optica Rare Earths & Critical Materials ETF
Notes to the Financial Statements
November 30, 2022
1. ORGANIZATION
Exchange Traded Concepts Trust (the “Trust”) is a Delaware statutory trust formed on July 17, 2009. The Trust is registered with the Commission under the Investment Company Act of 1940 (the “1940 Act”) as an open-end management investment company with multiple investment portfolios. The financial statements herein are those of the Optica Rare Earths & Critical Materials ETF (the “Fund”). The Fund seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of the EQM Rare Earths & Critical Materials Index (the “Index”). Exchange Traded Concepts, LLC (the “Adviser”), an Oklahoma limited liability company, serves as the investment adviser for the Fund. The Fund commenced operations on March 29, 2022. The Fund is classified as non-diversified under the 1940 Act (see “Non-Diversification Risk” under Note 6).
Shares of the Fund are listed and traded on the NYSE Arca, Inc. (the “Exchange”). Market prices for shares of the Fund may be different from their net asset value (“NAV”). The Fund issues and redeems shares on a continuous basis to certain institutional investors (typically market makers or other broker-dealers) at NAV only in large blocks of shares, typically at least 10,000 shares, called “Creation Units.” Transactions for the Fund are generally conducted in exchange for the deposit or delivery of a portfolio of in-kind securities constituting a substantial replication, or a representation, of the securities included in the Index and a specified cash payment. Once created, shares trade in a secondary market at market prices that change throughout the day in share amounts less than a Creation Unit.
2. SIGNIFICANT ACCOUNTING POLICIES
The following significant accounting policies, which are consistently followed in the preparation of the financial statements of the Trust, are in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for investment companies. The accompanying financial statements have been prepared in accordance with U.S. GAAP on the accrual basis of accounting. Management has reviewed Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, Financial Services — Investment Companies (“ASC 946”), and concluded that the Fund meets the criteria of an “investment company,” and therefore, the Fund prepares its financial statements in accordance with investment company accounting as outlined in ASC 946.
Use of Estimates and Indemnifications — The Fund is an investment company in conformity with U.S. GAAP. Therefore, the Fund follows the accounting and reporting guidelines for investment companies. 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 and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates.
In the normal course of business, the Trust, on behalf of the Fund, enters into contracts that contain a variety of representations which provide general indemnifications. The Fund’s maximum exposure under these arrangements cannot be known; however, the Fund expects any risk of loss to be remote.
Security Valuation — The Fund records its investments at fair value. Securities listed on a securities exchange, market or automated quotation system for which quotations are readily available (except for securities traded on the NASDAQ Stock Market (“NASDAQ”)), including securities traded over the counter, are valued at the last quoted sale price on the primary exchange or market (foreign or domestic) on which they are traded (or at approximately 4:00 pm Eastern Time if a security’s primary exchange is normally open at that time), or, if there is no such reported sale, at the most recent quoted bid price for long positions and at the most recent quoted ask price for short positions. For securities traded on NASDAQ, the NASDAQ Official Closing Price will be used. If available, debt securities are priced based upon valuations provided by independent, third-party pricing agents. Such values generally reflect the last reported sales price if the security is actively traded.
9
Optica Rare Earths & Critical Materials ETF
Notes to the Financial Statements
November 30, 2022 (Continued)
2. SIGNIFICANT ACCOUNTING POLICIES (continued)
The third-party pricing agents may also value debt securities at an evaluated bid price by employing methodologies that utilize actual market transactions, broker-supplied valuations, or other methodologies designed to identify the fair value for such securities. Debt obligations with remaining maturities of sixty days or less when acquired will be valued at their market value. If a market value is not available from a pricing vendor or from an independent broker, the security shall be fair valued according to the Trust’s fair value procedures. Prices for most securities held in the Fund are provided daily by recognized independent pricing agents. If a security price cannot be obtained from an independent, third-party pricing agent, the Fund seeks to obtain a bid price from at least one independent broker.
In December 2020, the SEC adopted Rule 2a-5 under the 1940 Act, establishing requirements to determine fair value in good faith for purposes of the 1940 Act. The rule permits fund boards to designate a fund’s investment adviser to perform fair-value determinations, subject to board oversight and certain other conditions. The rule also defines when market quotations are “readily available” for purposes of the 1940 Act and requires a fund to fair value a portfolio investment when a market quotation is not readily available. The SEC also adopted new Rule 31a-4 under the 1940 Act, which sets forth recordkeeping requirements associated with fair-value determinations. The compliance date for Rule 2a-5 and Rule 31a-4 was September 8, 2022.
Effective September 8, 2022, and pursuant to the requirements of Rule 2a-5, the Trust’s Board of Trustees (the “Board”) designated the Adviser as the Board’s valuation designee to perform fair-value determinations for the Fund through a Fair Value Committee (the “Committee”) established by the Adviser and approved new Adviser Fair Value Procedures for the Fund. Prior to September 8, 2022, fair-value determinations were performed in accordance with the Trust’s Fair Value Procedures established by the Trust’s Board and were implemented through a Fair Value Committee designated by the Board.
Some of the more common reasons that may necessitate that a security be valued using fair value procedures include: the security’s trading has been halted or suspended; the security has been de-listed from a national exchange; the security’s primary trading market is temporarily closed at a time, when under normal conditions, it would be open; the security has not been traded for an extended period of time; the security’s primary pricing source is not able or willing to provide a price; or trading of the security is subject to local government-imposed restrictions. In addition, the Fund may fair value its securities if an event that may materially affect the value of the Fund’s securities that traded outside of the United States (a “Significant Event”) has occurred between the time of the security’s last close and the time that the Fund calculates its net asset value. A Significant Event may relate to a single issuer or to an entire market sector. Events that may be Significant Events include, but are not limited to: government actions, natural disasters, armed conflict, acts of terrorism and significant market fluctuations. If the Adviser becomes aware of a Significant Event that has occurred with respect to a security or group of securities after the closing of the exchange or market on which the security or securities principally trade, but before the time at which the Fund calculates its net asset value, it may request that a Committee meeting be called. When a security is valued in accordance with the fair value procedures, the Committee will determine the value after taking into consideration relevant information reasonably available to the Committee.
In accordance with the authoritative guidance on fair value measurements and disclosure under U.S. GAAP, the Fund discloses fair value of its investments in a hierarchy that prioritizes the inputs to valuation techniques used to measure the fair value. The objective of a fair value measurement is to determine the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). Accordingly, the fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:
• Level 1 — Unadjusted quoted prices in active markets for identical, unrestricted assets or liabilities that the Fund has the ability to access at the measurement date;
10
Optica Rare Earths & Critical Materials ETF
Notes to the Financial Statements
November 30, 2022 (Continued)
2. SIGNIFICANT ACCOUNTING POLICIES (continued)
• Level 2 — Quoted prices which are not active, or inputs that are observable (either directly or indirectly) for substantially the full term of the asset or liability; and
• Level 3 — Prices, inputs or exotic modeling techniques which are both significant to the fair value measurement and unobservable (supported by little or no market activity).
The valuation techniques used by the Fund to measure fair value during the period ended November 30, 2022 maximized the use of observable inputs and minimized the use of unobservable inputs. Investments are classified within the level of the lowest significant input considered in determining fair value.
Federal Income Taxes — It is the Fund’s intention to qualify as a regulated investment company for Federal income tax purposes by complying with the appropriate provisions of Subchapter M of the Internal Revenue Code of 1986, as amended. Accordingly, no provisions for Federal income taxes have been made in the financial statements.
The Fund’s policy is to classify interest and penalties associated with underpayment of federal and state income taxes, if any, as income tax expense on its Statement of Operations. As of November 30, 2022, the Fund did not have any interest or penalties associated with the underpayment of any income taxes. Current tax years remain open and subject to examination by tax jurisdictions. The Fund has reviewed all major jurisdictions and concluded that there is no impact on the Fund’s net assets and no tax liability resulting from unrecognized tax benefits relating to uncertain income tax positions taken or expected to be taken on its tax returns.
Foreign Taxes — The Fund may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on either income or gains earned or repatriated. The Fund accrues and applies such taxes to net investment income, net realized gains and net unrealized gains as income and/or capital gains earned.
Security Transactions and Investment Income — Security transactions are accounted for on trade date. Costs used in determining realized gains and losses on the sale of investment securities are based on specific identification. Dividend income is recorded on the ex-dividend date. Interest income is recognized on the accrual basis. Withholding taxes and reclaims on foreign dividends, if any, have been provided for in accordance with the Fund’s understanding of the applicable country’s tax rules and rates.
Foreign Currency Translation — The books and records of the Fund are maintained in U.S. dollars. Investment securities and other assets and liabilities denominated in a foreign currency are translated into U.S. dollars on the date of valuation. Purchases and sales of investment securities, income and expenses are translated into U.S. dollars at the relevant rates of exchange prevailing on the respective dates of such transactions. The Fund does not isolate that portion of realized or unrealized gains and losses resulting from changes in the foreign exchange rate from fluctuations arising from changes in the market prices of the securities. These gains and losses are included in net realized and unrealized gains and losses on investments on the Statement of Operations. Net realized and unrealized gains and losses on foreign currency transactions represent net foreign exchange gains or losses from foreign currency exchange contracts, disposition of foreign currencies, currency gains or losses realized between trade and settlement dates on securities transactions and the difference between the amount of the investment income and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent amounts actually received or paid. The Fund may be subject to foreign taxes related to foreign income received, capital gain on the sale of securities and certain foreign currency transactions (a portion of which may be reclaimable). All foreign taxes are recorded in accordance with the applicable regulations and rates that exist in the foreign jurisdictions in which the Fund invests.
Cash and Cash Equivalents — Idle cash may be swept into various overnight demand deposits and is classified as Cash and Cash equivalents on the Statement of Assets and Liabilities. The Fund maintains cash in bank deposit accounts which, at times, may exceed United States federally insured limits. Amounts swept overnight are available on the next business day.
11
Optica Rare Earths & Critical Materials ETF
Notes to the Financial Statements
November 30, 2022 (Continued)
2. SIGNIFICANT ACCOUNTING POLICIES (continued)
Dividends and Distributions to Shareholders — The Fund pays out dividends from its net investment income and distributes its net capital gains, if any, to investors at least annually. All distributions are recorded on ex-dividend date.
Creation Units — The Fund issues and redeems shares at NAV and only in Creation Units, or multiples thereof. Purchasers of Creation Units (“Authorized Participants”) at NAV must pay a standard creation transaction fee of $675 per transaction, regardless of the number of Creation Units created in a given transaction. An Authorized Participant who holds Creation Units and wishes to redeem at NAV would also pay a standard minimum redemption transaction fee of $675 per transaction to the custodian on the date of such redemption, regardless of the number of Creation Units redeemed in a given transaction. The Fund may charge, either in lieu of or in addition to the fixed creation transaction fee, a variable fee for creations and redemptions in order to cover certain non-standard brokerage, tax, foreign exchange, execution, market impact and other costs and expenses related to the execution of trades resulting from such transactions. In all cases, such fees will be limited in accordance with the requirements of the Commission applicable to management investment companies offering redeemable securities.
The Adviser may retain all or a portion of the transaction fee to the extent the Adviser bears the expenses that otherwise would be borne by the Trust in connection with the purchase or redemption of a Creation Unit, which the transaction fee is designed to cover.
Except when aggregated in Creation Units, shares are not redeemable securities of the Fund. Shares of the Fund may only be purchased or redeemed by certain 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 (“DTC”) participant and, in each case, must have executed an Authorized Participant Agreement with the Fund’s distributor. Most retail investors will not qualify as Authorized Participants or have the resources to buy and sell whole Creation Units. Therefore, they will be unable to purchase or redeem the shares directly from the Fund. Rather, most retail investors will purchase shares in the secondary market with the assistance of a broker and will be subject to customary brokerage commissions or fees.
The following table discloses the Creation Unit breakdown based on the NAV as of November 30, 2022:
Creation |
Creation
|
Value |
Redemption
|
||||||||||
10,000 |
$ |
675 |
$ |
218,700 |
$ |
675 |
To the extent contemplated by an Authorized Participant Agreement, in the event an Authorized Participant has submitted a redemption request in proper form but is unable to transfer all or part of the shares comprising a Creation Unit to be redeemed to SEI Investments Distribution Co. (the “Distributor”), on behalf of the Fund, by the time as set forth in the Authorized Participant Agreement, the Distributor may nonetheless accept the redemption request in reliance on the undertaking by the Authorized Participant to deliver the missing shares as soon as possible, which undertaking shall be secured by the Authorized Participant’s delivery and maintenance of collateral equal to a percentage of the value of the missing shares as specified in the Authorized Participant Agreement. An Authorized Participant Agreement may permit the Fund to use such collateral to purchase the missing shares, and could subject an Authorized Participant to liability for any shortfall between the cost of the Fund acquiring such shares and the value of the collateral. Amounts are disclosed as Segregated Cash Balance from Authorized Participants for Deposit Securities and Collateral Payable upon Return of Deposit Securities on the Statement of Assets and Liabilities, when applicable.
12
Optica Rare Earths & Critical Materials ETF
Notes to the Financial Statements
November 30, 2022 (Continued)
3. SERVICE PROVIDERS
Investment Advisory Agreement
The Adviser is an Oklahoma limited liability company located at 10900 Hefner Pointe Drive, Suite 400, Oklahoma City, Oklahoma 73120, its principal place of business, and 295 Madison Avenue, New York, New York 10017. The Adviser serves as investment adviser to the Fund pursuant to an investment advisory agreement with the Trust (the “Advisory Agreement”). Under the Advisory Agreement, the Adviser provides investment advisory services to the Fund and is responsible for the day-to-day management of the Fund, including, among other things, implementing changes to the Fund’s portfolio in connection with any rebalancing or reconstitution of the Index, trading portfolio securities on behalf of the Fund, and selecting broker-dealers to execute purchase and sale transactions, subject to the oversight of the Board. The Adviser also arranges for transfer agency, custody, fund administration and accounting, and other non-distribution related services necessary for the Fund to operate. The Adviser administers the Fund’s business affairs, provides office facilities and equipment and certain clerical, bookkeeping and administrative services, and provides its officers and employees to serve as officers or Trustees of the Trust.
For the services the Adviser provides to the Fund, the Fund pays the Adviser a fee calculated daily and paid monthly at an annual rate as follows:
0.85%
on up to $2 billion in assets
0.75% on the next $2 billion in
assets
0.65% on assets greater than $4 billion
Under the Advisory Agreement, the Adviser has agreed to pay all expenses incurred by the Fund except for the advisory fee, interest, 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 fees and expenses paid by the Fund under any distribution plan adopted pursuant to Rule 12b-1 under the 1940 Act (“Excluded Expenses”).
The Adviser has entered into an arrangement with Optica Capital Pty Ltd., Inc., the Fund’s index provider (the “Index Provider”), pursuant to which the Adviser and the Fund are permitted to use the Index. As part of an arrangement between the Index Provider and the Adviser, the Index Provider has agreed to assume the Adviser’s obligation to pay all expenses of the Fund (except Excluded Expenses) and, to the extent applicable, pay the Adviser a minimum fee.
A Trustee and certain officers of the Trust are affiliated with the Adviser and receive no compensation from the Trust for serving as officers and/or Trustee.
Distribution Arrangement
The Distributor serves as the Fund’s underwriter and distributor of shares pursuant to a distribution agreement (the “Distribution Agreement”). Under the Distribution Agreement, the Distributor, as agent, receives orders to purchase shares in Creation Units and transmits such orders to the Fund’s custodian and transfer agent. The Distributor has no obligation to sell any specific quantity of Fund shares. The Distributor bears the following costs and expenses relating to the distribution of shares: (i) the expenses of maintaining its registration or qualification as a dealer or broker under federal or state laws; (ii) filing fees; and (iii) all other expenses incurred in connection with the distribution services that are not reimbursed by the Adviser, as contemplated in the Distribution Agreement. The Distributor does not maintain any secondary market in Fund shares.
13
Optica Rare Earths & Critical Materials ETF
Notes to the Financial Statements
November 30, 2022 (Continued)
3. SERVICE PROVIDERS (continued)
The Fund has adopted a Distribution and Service Plan (the “Plan”) pursuant to Rule 12b-1 under the 1940 Act. In accordance with the Plan, the Fund is authorized to pay an amount up to 0.25% of its average daily net assets each year for certain distribution-related activities. For the period ended November 30, 2022, no fees were charged by the Distributor under the Plan and the Plan will only be implemented with approval of the Board.
Administrator, Custodian and Transfer Agent
SEI Investments Global Funds Services serves as the Fund’s administrator pursuant to an administration agreement. The Bank of New York Mellon serves as the Fund’s custodian and transfer agent pursuant to a custodian agreement and transfer agency services agreement. The Adviser pays these fees.
An officer of the Trust is affiliated with the administrator and receives no compensation from the Trust for serving as an officer.
4. INVESTMENT TRANSACTIONS
For the period ended November 30, 2022*, the purchases and sales of investments in securities, excluding in-kind transactions, long-term U.S. Government and short-term securities were:
Purchases |
Sales and
|
|||||||
$ |
608,315 |
$ |
389,245 |
There were no purchases or sales of long-term U.S. Government securities by the Fund.
For the period ended November 30, 2022*, in-kind transactions associated with creations and redemptions were:
Purchases |
Sales |
Realized
|
|||||||||
$ |
2,038,364 |
$ |
— |
$ |
— |
____________
* Fund commenced operations on March 29, 2022.
5. TAX INFORMATION
The amount and character of income and capital gain distributions to be paid, if any, are determined in accordance with Federal income tax regulations, which may differ from U.S. GAAP. As a result, net investment income (loss) and net realized gain (loss) on investment transactions for a reporting period may differ significantly from distributions during such period. These book/tax differences may be temporary or permanent. To the extent these differences are permanent in nature, they are charged or credited to paid-in capital, or distributable earnings (accumulated losses), as appropriate, in the period that the differences arise. There are no permanent differences to be reclassified within the components of net assets for the period ended November 30, 2022.
The Fund did not have distributions for the period ended November 30, 2022.
14
Optica Rare Earths & Critical Materials ETF
Notes to the Financial Statements
November 30, 2022 (Continued)
5. TAX INFORMATION (continued)
As of November 30, 2022, the components of distributable earnings (accumulated losses) on a tax basis were as follows:
Undistributed Ordinary Income |
$ |
18,265 |
| |
Capital Loss Carryforwards |
|
(134 |
) | |
Unrealized Appreciation |
|
125,275 |
| |
Other Temporary Differences |
|
1 |
| |
Total Distributable Earnings (Accumulated Losses) |
$ |
143,407 |
|
The Fund is permitted to utilize capital losses that are carried forward and will retain their character as either short-term or long-term capital losses. As of November 30, 2022, the Fund has the following capital loss carryforwards to offset capital gains for an unlimited period:
Short-Term
|
Long-Term
|
Total |
|||||||||
$ |
134 |
$ |
— |
$ |
134 |
The Federal tax cost and aggregate gross unrealized appreciation and depreciation on investments, held by the Fund at November 30, 2022, were as follows:
Federal
|
Aggregated
|
Aggregated
|
Net Unrealized
|
||||||||||||
$ |
2,281,811 |
$ |
261,927 |
$ |
(136,652 |
) |
$ |
125,275 |
6. PRINCIPAL RISKS OF INVESTING IN THE FUND
As with all exchange traded funds (‘ETFs”), a shareholder of the Fund is subject to the risk that his or her investment could lose money. The Fund is subject to the principal risks noted below, any of which may adversely affect the Fund’s NAV, trading price, yield, total return and ability to meet its investment objective. Additional principal risks are disclosed in the Fund’s prospectus. Please refer to the Fund’s prospectus for a complete description of the principal risks of investing in the Fund.
Emerging Markets Securities Risk: Emerging markets are subject to greater market volatility, lower trading volume, political and economic instability, uncertainty regarding the existence of trading markets and more governmental limitations on foreign investment than more developed markets. In addition, securities in emerging markets may be subject to greater price fluctuations than securities in more developed markets. Differences in regulatory, accounting, auditing, and financial reporting and recordkeeping standards could impede the Adviser’s ability to evaluate local companies and impact the Fund’s performance. Investments in securities of issuers in emerging markets may also be exposed to risks related to a lack of liquidity, greater potential for market manipulation, issuers’ limited reliable access to capital, and foreign investment structures. Additionally, the Fund may have limited rights and remedies available to it to pursue claims against issuers in emerging markets.
Market Risk: The market price of a security or instrument could decline, sometimes rapidly or unpredictably, due to general market conditions that are not specifically related to a particular company, such as real or perceived adverse economic or political conditions throughout the world, changes in the general outlook for corporate earnings, changes in interest or currency rates or adverse investor sentiment generally. Local, regional, or global events such as war, acts of terrorism, the spread of infectious illness or other public health issues, recessions, or other events could have a significant impact on the market generally and on specific securities. The market value of
15
Optica Rare Earths & Critical Materials ETF
Notes to the Financial Statements
November 30, 2022 (Continued)
6. PRINCIPAL RISKS OF INVESTING IN THE FUND (continued)
a security may also decline because of factors that affect a particular industry or industries, such as labor shortages or increased production costs and competitive conditions within an industry.
Non-Diversification Risk: The Fund is non-diversified under the 1940 Act, meaning that, as compared to a diversified fund, it can invest a greater percentage of its assets in securities issued by or representing a small number of issuers. As a result, the performance of these issuers can have a substantial impact on the Fund’s performance.
Industry Concentration Risk: Because the Fund’s assets will be concentrated in an industry or group of industries to the extent the Index concentrates in a particular industry or group of industries, the Fund is subject to loss due to adverse occurrences that may affect that industry or group of industries.
Investing in Rare Earths and Critical Materials Companies Risk: The Fund will be sensitive to, and its performance will depend to a greater extent on, the overall condition of Rare Earths and Critical Materials Companies. Rare earths and critical materials are industrial metals that are typically mined as by-products or secondary metals in operations focused on precious metals and base metals. Compared to base metals, they have more specialized uses. Rare earth metals (or rare earth elements) are a collection of chemical elements that are crucial to many of the world’s most advanced technologies. Consequently, the demand for rare earths and critical materials has strained supply, which has the potential to result in a shortage of such materials which could adversely affect the companies in the Fund’s portfolio. Companies involved in the various activities that are related to the mining, production, recycling, processing and/or refining of rare earths and critical materials tend to be small-, medium- and micro-capitalization companies with volatile share prices, are highly dependent on the price of rare earths and critical materials, which may fluctuate substantially over short periods of time. The value of such companies may be significantly affected by events relating to international, national and local political and economic developments, energy conservation efforts, the success of exploration projects, commodity prices, tax and other government regulations, depletion of resources, and mandated expenditures for safety and pollution control devices. The mining, production, recycling, processing and/or refining of rare earths and critical metals can be capital intensive and, if companies involved in such activities are not managed well, the share prices of such companies could decline even as prices for the underlying rare earths and critical metals are rising. In addition, companies involved in the various activities that are related to the mining, production, recycling, processing and/or refining of rare earths and critical metals may be at risk for environmental damage claims.
Limited Authorized Participants, Market Makers and Liquidity Providers Risk: Because the Fund is an ETF, only a limited number of institutional investors (known as “Authorized Participants”) are authorized to purchase and redeem shares directly from the Fund. In addition, there may be a limited number of market makers and/or liquidity providers in the marketplace. To the extent either of the following events occurs, the risk of which is higher during periods of market stress, shares of the Fund may trade at a material discount to NAV and possibly face delisting: (i) Authorized Participants exit the business or otherwise become unable to process creation and/or redemption orders and no other Authorized Participants step forward to perform these services, or (ii) market makers and/or liquidity providers exit the business or significantly reduce their business activities and no other entities step forward to perform their functions.
7. RECENT MARKET EVENTS
The spread of COVID-19 around the world has caused significant volatility in U.S. and international markets. There is significant uncertainty around the breadth and duration of business disruptions related to the COVID-19 pandemic, as well as its impact on the U.S. and international economies. The operational and financial performance of the issuers of securities in which the Fund invests depends on future developments, including the duration and spread of the outbreak, and such developments may in turn impact the value of the Fund’s investments. The ultimate impact of the pandemic on the financial performance of the Fund’s investments is not reasonably able to be approximated at this time.
16
Optica Rare Earths & Critical Materials ETF
Notes to the Financial Statements
November 30, 2022 (Concluded)
7. RECENT MARKET EVENTS (continued)
On February 24, 2022, Russia engaged in military actions in the sovereign territory of Ukraine. The current political and financial uncertainty surrounding Russia and Ukraine may increase market volatility and the economic risk of investing in securities in these countries and may also cause uncertainty for the global economy and broader financial markets. The ultimate fallout and long-term impact from these events are not known.
8. OTHER
At November 30, 2022, the records of the Trust reflected that 100% of the Fund’s total shares outstanding were held by two Authorized Participants, in the form of Creation Units. However, the individual shares comprising such Creation Units are listed and traded on the Exchange and have been purchased and sold by persons other than Authorized Participants.
9. SUBSEQUENT EVENTS
The Fund has evaluated the need for additional disclosures and/or adjustments resulting from subsequent events through the date the financial statements were issued. Based on this evaluation, no additional disclosures and/or adjustments were required to the financial statements.
17
To
the Shareholders of Optica Rare Earths & Critical Materials ETF
and
Board of Trustees of Exchange Traded Concepts Trust
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Optica Rare Earths & Critical Materials ETF (the “Fund”), a series of Exchange Traded Concepts Trust, as of November 30, 2022, the related statements of operations and changes in net assets, the related notes, and the financial highlights for the period from March 29, 2022 (commencement of operations) through November 30, 2022 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of November 30, 2022, the results of its operations, the changes in net assets, and the financial highlights for the period from March 29, 2022 (commencement of operations) through November 30, 2022, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement whether due to error or fraud.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of November 30, 2022, by correspondence with the custodian. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
We have served as the auditor of one or more investment companies advised by Exchange Traded Concepts, LLC since 2012.
COHEN & COMPANY, LTD.
Cleveland, Ohio
January 24, 2023
18
Set forth below is information about the Trustees of the Trust. The address of each Trustee of the Trust is c/o Exchange Traded Concepts Trust, 10900 Hefner Pointe Drive, Suite 400, Oklahoma City, Oklahoma 73120. The Fund’s Statement of Additional Information (“SAI”) includes additional information about the Trustees. The SAI may be obtained without charge by calling 1-855-888-9892.
Name and
|
Position(s) |
Term of
Office |
Principal
|
Number of
|
Other Directorships
| |||||
Interested Trustee(3) |
|
|
|
|
| |||||
J. Garrett
Stevens |
Trustee
and |
Trustee |
Investment
|
20 |
None. | |||||
Independent Trustees |
|
|
|
|
| |||||
Timothy
Jacoby |
Trustee |
Since 2014 |
None. |
38 |
Independent
Trustee, | |||||
Linda
Petrone |
Trustee |
Since 2019 |
Founding
Partner, |
38 |
None. | |||||
Stuart
Strauss |
Trustee |
Since 2021 |
Partner,
Dechert, LLP |
38 |
None. | |||||
Mark
Zurack |
Trustee |
Since 2011 |
Professor,
Business |
20 |
Independent
|
(1) Each Trustee shall serve during the continued life of the Trust until he or she dies, resigns, is declared bankrupt or incompetent by a court of competent jurisdiction, or is removed.
(2) The fund complex includes each series of the Trust and of Exchange Listed Funds Trust.
(3) Mr. Stevens is an “interested person“ of the Trust, as that term is defined in the 1940 Act, by virtue of his employment with, and ownership interest in, the Adviser.
19
Optica Rare Earths & Critical Materials ETF
Trustees and Officers of the Trust
(Unaudited) (Concluded)
Set forth below is information about each of the persons currently serving as officers of the Trust. The address of J. Garrett Stevens, James J. Baker., Richard Malinowski, Christopher W. Roleke and Matthew Fleischer is c/o Exchange Traded Concepts Trust, 10900 Hefner Pointe Drive, Suite 400, Oklahoma City, Oklahoma 73120; and the address of Eric Olsen is SEI Investments Company, One Freedom Valley Drive, Oaks, Pennsylvania 19456.
Name and
|
Position(s) |
Term of Office
|
Principal
Occupation(s) | |||
Officers |
|
|
| |||
J. Garrett
Stevens |
Trustee and President |
Trustee
Since |
Investment Adviser/Vice President, T.S. Phillips Investments, Inc. (since 2000); Chief Executive Officer, Exchange Traded Concepts, LLC (since 2009); President, Exchange Listed Funds Trust (since 2012). | |||
James
J. Baker Jr. |
Vice President |
Since 2015 |
Managing Partner, Exchange Traded Concepts, LLC (since 2011). | |||
Richard
Malinowski |
Vice President and Secretary |
Since 2022 |
General Counsel, Exchange Traded Concepts, LLC (since 2022); Senior Vice President and Senior Managing Counsel, Ultimus Fund Solutions LLC, (2020 to 2022); Senior Vice President, Ultimus Fund Solutions LLC (2017 to 2020). | |||
Christopher
W. Roleke |
Treasurer |
Since 2022 |
Controller, Exchange Traded Concepts, LLC (since 2022); Managing Director/Fund Principal Financial Officer, Foreside Management Services, LLC (2011 to 2022). | |||
Eric
Olsen |
Assistant
|
Since 2021 |
Director, Fund Accounting, SEI Investments Global Funds Services (since 2021); Deputy Head of Fund Operations, Traditional Assets, Aberdeen Standard Investments (2013 to 2021). | |||
Matthew
B. Fleischer |
Chief Compliance |
Since 2011 |
Chief Compliance Officer, Exchange Traded Concepts Trust (since 2021); Chief Compliance Officer, Exchange Listed Funds Trust (since 2021); Vice President, Compliance, Goldman Sachs Asset Management Funds (2017 to 2021); Associate Counsel, Ameriprise Financial, Columbia Threadneedle Funds (2015 to 2017). |
(1) Each officer serves at the pleasure of the Board.
20
All ETFs have operating expenses. As a shareholder of the Fund you incur an advisory fee. In addition to the advisory fee, a shareholder may pay brokerage expenses, taxes, interest, litigation expenses and other extraordinary expenses (including acquired fund fees and expenses), if any. It is important for you to understand the impact of these ongoing costs on your investment returns. Shareholders may incur brokerage commissions on their purchases and sales of Fund shares, which are not reflected in these examples.
The following examples use the annualized expense ratio and are intended to help you understand the ongoing costs (in dollars) of investing in the Fund and to compare these costs with those of other funds. The examples are based on an investment of $1,000 made at the beginning of the period shown and held for the entire period (June 1, 2022 to November 30, 2022) (unless otherwise noted below). The table below illustrates the Fund’s cost in two ways:
Actual Fund Return. This section helps you to estimate the actual expenses after fee waivers that your Fund incurred over the period. The “Expenses Paid During Period” column shows the actual dollar expense cost incurred by a $1,000 investment in the Fund, and the “Ending Account Value” number is derived from deducting that expense cost from the Fund’s gross investment return.
You can use this information, together with the actual amount you invested in the Fund, to estimate the expenses you paid over that period. Simply divide your actual account value by $1,000 to arrive at a ratio (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply that ratio by the number shown for your Fund under “Expenses Paid During Period.”
Hypothetical 5% Return. This section helps you compare your Fund’s costs with those of other funds. It assumes that the Fund had an annual 5% return before expenses during the year, but that the expense ratio (Column 3) for the period is unchanged. This example is useful in making comparisons because the Commission requires all funds to make this 5% calculation. You can assess your Fund’s comparative cost by comparing the hypothetical result for your Fund in the “Expenses Paid During Period” column with those that appear in the same charts in the shareholder reports for other funds.
NOTE: Because the return is set at 5% for comparison purposes — NOT your Fund’s actual return — the account values shown may not apply to your specific investment.
Beginning |
Ending |
Annualized |
Expenses | |||||
Actual Fund Return |
$ 1,000.00 |
$ 963.90 |
0.85% |
$ 4.18 | ||||
Hypothetical 5% Return |
$ 1,000.00 |
$ 1,020.81 |
0.85% |
$ 4.31 |
(1) Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied 183/365 (to reflect the one-half year period).
21
Optica Rare Earths & Critical Materials ETF
Board Consideration of Approval of Advisory Agreement
(Unaudited)
At a meeting held on September 21, 2022 (the “Meeting”), the Board of Trustees (the “Board”) of Exchange Traded Concepts Trust (the “Trust”) considered and approved the continuance of the investment advisory agreement between the Trust, on behalf of the Optica Rare Earths & Critical Materials ETF (the “Fund”), and Exchange Traded Concepts, LLC (“ETC”) pursuant to which ETC provides advisory services to the Fund (the “Agreement”).
Pursuant to Section 15 of the Investment Company Act of 1940 (the “1940 Act”), the Agreement must be approved by a vote of (i) the Trustees or the shareholders of the Fund and (ii) a majority of the Trustees who are not parties to the Agreement or “interested persons” of any party thereto, as defined in the 1940 Act (the “Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval. In connection with its consideration of such approval, the Board must request and evaluate, and ETC is required to furnish, such information as may be reasonably necessary to evaluate the terms of the Agreement. In addition, rules under the 1940 Act require the Fund to disclose in its shareholder reports the material factors and the conclusions with respect thereto that formed the basis for the Board’s approval of the Agreement.
Consistent with these responsibilities, prior to the Meeting, the Board reviewed materials from ETC and, at the Meeting, representatives from ETC presented additional information to help the Board evaluate the Agreement. Among other things, representatives from ETC provided an overview of its advisory business, including investment personnel and investment processes. Prior to the Meeting, the Trustees met to review and discuss certain information provided. During the Meeting, the Board discussed the materials it received, including a memorandum from legal counsel to the Independent Trustees on the responsibilities of Trustees in considering the approval of investment advisory agreements under the 1940 Act, considered ETC’s oral presentation, and deliberated on the approval of the Agreement in light of this information. Throughout the process, the Trustees were afforded the opportunity to ask questions of and request additional materials from ETC. The Independent Trustees were assisted in their review by independent legal counsel and met with counsel separately and without management present.
In considering whether to approve the continuance of the Agreement, the Board took into consideration (i) the nature, extent, and quality of the services provided by ETC to the Fund; (ii) the Fund’s performance; (iii) ETC’s costs of and profits realized from providing advisory services to the Fund, including any fall-out benefits enjoyed by ETC or its affiliates; (iv) comparative fee and expense data; (v) the extent to which the advisory fee for the Fund reflects economies of scale shared with Fund shareholders; and (vi) other factors the Board deemed to be relevant.
Nature, Extent, and Quality of Services to be Provided. In considering whether to approve the continuance of the Agreement, the Board took into consideration (i) the nature, extent, and quality of the services provided by ETC to the Fund; (ii) the Fund’s performance; (iii) ETC’s costs of and profits realized from providing advisory services to the Fund, including any fall-out benefits enjoyed by ETC or its affiliates; (iv) comparative fee and expense data; (v) the extent to which the advisory fee for the Fund reflects economies of scale shared with Fund shareholders; and (vi) other factors the Board deemed to be relevant components, executing portfolio securities trades for purchases and redemptions of Fund shares, quarterly reporting to the Board, and implementing Board directives as they relate to CRIT. The Board considered the qualifications, experience, and responsibilities of ETC’s investment personnel, the quality of ETC’s compliance infrastructure, and the determination of the Trust’s Chief Compliance Officer that ETC has appropriate compliance policies and procedures in place. The Board considered ETC’s experience working with ETFs, including the Fund, other series of the Trust, and other ETFs outside of the Trust.
The Board also considered other services provided to the Fund by ETC, such as arranging for transfer agency, custody, fund administration and accounting, and other non-distribution related services necessary for the Fund to operate; administering the Fund’s business affairs; providing office facilities and equipment and certain clerical, bookkeeping, and administrative services; liaising with and reporting to the Board on matters relating to Fund operations, portfolio management and other matters essential to the Fund’s business activities; supervising the Fund’s registration as an investment company and the offering of Fund shares to the public, including oversight and preparation of regulatory filings; working with ETF market participants, including authorized participants, market makers, and exchanges, to help facilitate an orderly trading environment for the Fund’s shares; and providing its officers and employees to serve as officers or Trustees of the Trust.
22
Optica Rare Earths & Critical Materials ETF
Board Consideration of Approval of Advisory Agreement
(Unaudited) (Continued)
Based on the factors discussed above, as well as those discussed below, the Board concluded that it was satisfied with the nature, extent, and quality of services provided to the Fund by ETC.
Performance. The Board reviewed the Fund’s performance in light of its stated investment objective, noting that the Fund is passively managed. The Board was provided reports regarding the past performance of the Fund, including a report comparing the Fund’s performance to the performance of its underlying index for various time periods. The Board noted that, because the Fund launched on March 28, 2022, there was limited performance information to consider. The Board focused on the extent to which the Fund achieved its investment objective as a passively managed fund. The Board reviewed information regarding factors impacting the performance of the Fund, including the construction of its underlying index and the addition or deletion of securities from the underlying index. The Board reviewed information regarding the Fund’s index tracking, noting, as applicable, the factors that contributed to the Fund’s tracking error. The Board noted that while the Fund had underperformed its underlying index, such underperformance was to be expected as it partially was the result of costs incurred by the Fund that were not incurred by its underlying index. The Board also noted that the Fund’s performance was nonetheless generally in line with that of its underlying index and believed that the extent of the underperformance and tracking error, therefore, did not necessitate significant additional review. The Board further noted that it received regular reports regarding the Fund’s performance at its quarterly meetings.
Cost of Advisory Services and Profitability. The Board reviewed the advisory fee paid to ETC under the Agreement. The Board reviewed a report prepared by ISS, an independent third party, comparing the Fund’s advisory fee to those paid by a group of peer funds. The Board noted that the report included mutual funds in the peer group, which were intended to enhance the Board’s ability to evaluate the quality of fees and expenses on a broader scale. The Board took into account the differences in operations and fee structures between ETFs and mutual funds and gave such weight to the mutual fund data as it deemed appropriate. The Board noted that ISS selected the particular mutual funds that were included in its report. The Board noted that the Fund’s advisory fee was the highest among the peer ETFs and the second highest among the peer ETFs and mutual funds. The Board took into account that due to the specialized nature of the Fund’s underlying index and, thus, the Fund’s strategy, there are limitations in comparing the Fund’s advisory fee to those of other funds and the information provided by the peer group report may not provide meaningful direct comparisons to the Fund. The Board took into consideration that the advisory fee for the Fund is a “unitary fee,” meaning that the Fund pays no expenses other than the advisory fee and certain expenses customarily excluded from unitary fee arrangements, such as brokerage commissions, taxes, and interest. The Board noted that, under the Agreement, ETC is responsible for compensating the Fund’s other service providers and paying the Fund’s other expenses out of its own fee and resources and that, while the Fund’s index provider has assumed such responsibility, ETC is ultimately responsible for ensuring the obligation is satisfied. The Board considered information provided about the costs and expenses incurred by ETC in providing advisory services, evaluated the compensation and benefits received by ETC from its relationship with the Fund, and reviewed profitability information from ETC with respect to the Fund. The Board considered the risks borne by ETC associated with providing services to the Fund, including the entrepreneurial risk associated with sponsoring new funds, as well as the enterprise risk emanating from litigation and reputational risks, operational and business risks, and other risks associated with the ongoing management of the Fund. Based on the foregoing information, the Board concluded that the Fund’s advisory fee appeared reasonable in light of the services rendered.
Economies of Scale. The Board considered whether economies of scale have been realized with respect to the Fund. The Board noted that the Fund’s investment advisory fee includes breakpoints, which allows for economies of scale to be shared through reductions in the advisory fee as Fund assets grow.
23
Optica Rare Earths & Critical Materials ETF
Board Consideration of Approval of Advisory Agreement
(Unaudited) (Concluded)
Conclusion. No single factor was determinative of the Board’s decision to approve the continuance of the Agreement on behalf of the Fund; 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 the Independent Trustees, determined that the Agreement, including the compensation payable thereunder, was fair and reasonable to the Fund. The Board, including the Independent Trustees, therefore, determined that the approval of the continuance of the Agreement was in the best interests of the Fund and its shareholders.
24
NAV is the price per share at which the Fund issues and redeems shares. It is calculated in accordance with the standard formula for valuing mutual fund shares. The “Market Price” of the Fund generally is determined using the midpoint between the highest bid and the lowest offer on the stock exchange on which the shares of the Fund are listed for trading, as of the time that the Fund’s NAV is calculated. The Fund’s Market Price may be at, above or below its NAV. The NAV of the Fund will fluctuate with changes in the market value of the Fund’s holdings. The NAV of the Fund may also be impacted by the accrual of deferred taxes. The Market Price of the Fund will fluctuate in accordance with changes in its NAV, as well as market supply and demand.
Premiums or discounts are the differences (expressed as a percentage) between the NAV and Market Price of the Fund on a given day, generally at the time NAV is calculated. A premium is the amount that the Fund is trading above the reported NAV, expressed as a percentage of the NAV. A discount is the amount that the Fund is trading below the reported NAV, expressed as a percentage of the NAV.
Further information regarding premiums and discounts is available on the Fund’s website at www.critetf.com.
25
10900
Hefner Pointe Drive, Suite 400
Oklahoma City, OK 73120
Investment
Adviser:
Exchange Traded Concepts,
LLC
10900 Hefner Pointe Drive, Suite 400
Oklahoma City,
OK 73120
Distributor:
SEI
Investments Distribution Co.
One Freedom Valley Drive
Oaks,
PA 19456
Administrator:
SEI
Investments Global Funds Services
One Freedom Valley Drive
Oaks,
PA 19456
Legal
Counsel:
Morgan, Lewis & Bockius
LLP
1111 Pennsylvania Avenue, NW
Washington, DC 20004
Independent Registered
Public Accounting Firm:
Cohen & Company,
Ltd.
1350 Euclid Avenue
Suite 800
Cleveland, OH 44115
This information must be preceded or accompanied by a current prospectus for the Fund.
OPT-AR-001-0100