Annual Report

August 31, 2022

 

 

Loncar Cancer Immunotherapy ETF

Ticker: CNCR

 

Loncar China BioPharma ETF

Ticker: CHNA

 

 

 

Loncar ETFs

 

TABLE OF CONTENTS

 

 

Page

Letters to Shareholders

1

Performance Summaries

7

Portfolio Allocations

9

Schedules of Investments

11

Statements of Assets and Liabilities

16

Statements of Operations

17

Statements of Changes in Net Assets

18

Financial Highlights

20

Notes to Financial Statements

22

Report of Independent Registered Public Accounting Firm

32

Trustees and Officers

34

Expense Examples

36

Review of Liquidity Risk Management Program

38

Approval of Sub-Advisory Agreement & Board Consideration

39

Federal Tax Information

42

Information About Portfolio Holdings

42

Information About Proxy Voting

43

Frequency Distribution of Premiums and Discounts

43

 

 

Loncar Cancer Immunotherapy ETF

 

Letter 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 Loncar Cancer Immunotherapy ETF (“CNCR” or the “Fund”). The following information pertains to the current fiscal period of September 1, 2021 through August 31, 2022 (the “current fiscal period”). The Fund seeks to track the total return performance, before fees and expenses, of the Loncar Cancer Immunotherapy Index (the “Index”). The Index tracks the performance of a basket of companies that develop therapies to treat cancer by harnessing the body’s own immune system. It contains both leading large pharmaceutical companies and growth-oriented biotechnology companies.

 

The Fund had negative performance during the current fiscal period. The market price for CNCR decreased -45.52% and the NAV decreased -45.54% while the S&P 500 Index®, a broad market index, decreased -11.23% over the same period. The Fund’s Index returned -45.03%.

 

This period has been very difficult for biotechnology companies in the stock market, including for immunotherapy companies. We believe a handful of factors have negatively impacted equity prices. For example, while biotechnology companies benefited from investor interest early on during the pandemic, the successful development and rollout of covid vaccines may have led some investors to look to other areas of the stock market starting in the second half of 2021. An illustration of that is how funding on the capital markets for biotechnology companies has nearly ground to a halt lately, with the number of initial public offerings of biotechnology companies and follow-on offerings of already listed biotechnology companies during this period being a fraction of what has been seen in prior periods. Additionally, many of the fund’s holdings are development-stage companies that do not yet earn revenue from drugs on the market, and risk assets like that across many sectors of the stock market have been challenged during this period where inflation and interest rates have been a focus. We believe these and other factors made the fiscal period a historically difficult one.

 

At the same time, we are encouraged by the fundamental scientific progress being made by immunotherapy companies. For example, recently we saw the historic approval by the U.S. Food & Drug Administration (FDA) of a LAG-3 immunotherapy antibody, which is now the third type of checkpoint inhibitor to reach the market. Additionally, history was also made in January when FDA approved the first ever T-cell receptor-based immunotherapy for uveal melanoma. Furthermore, we view the recent approval of the Yescarta CD19 CAR-T in second line large B-cell lymphoma as an important milestone. This treatment outperformed stem cell transplants in a head-to-head study, which had been the standard of care for those patients for decades. This kind of progress strengthens our belief that immunotherapies like CAR-T can move into earlier stages of treatment and become a mainstay of cancer care. While equity market volatility has been challenging during the period, we believe that succeeding in drug development and positively impacting patients’ lives like in the above examples is how biotechnology companies create fundamental long-term value.

 

1

 

 

Loncar Cancer Immunotherapy ETF

 

Letter to Shareholders

(Unaudited) (Continued)

 

For the current fiscal period, the best-performing constituents of the Fund were Argenx SE (ARGX); Merck & Company, Inc. (MRK) and Legend Biotech Corporation (LEGN).

 

For the current fiscal period, the worst-performing constituents of the Fund were I-Mab (IMAB); IGM Biosciences, Inc. (IGMS) and Nektar Therapeutics (NKTR).

 

The Fund commenced operations on October 13, 2015, and has 1,500,000 outstanding shares as of August 31, 2022.

 

We appreciate your investment in CNCR.

 

Sincerely,

 

J. Garrett Stevens
Chief Executive Officer
Exchange Traded Concepts, LLC

 

Must be preceded or accompanied by a prospectus.

 

Investing involves risk, including the possible loss of principal. Shares of an ETF are bought and sold at market price (not NAV), may trade at a discount or premium to NAV and are not individually redeemed from the Fund. Brokerage commissions will reduce returns. The Fund will invest in immunotherapy companies which are highly dependent on the development, procurement and marketing of drugs and the protection and exploitation of intellectual property rights. A company’s valuation can also be greatly affected if one of its products is proven or alleged to be unsafe, ineffective or unprofitable. The costs associated with developing new drugs can be significant, and the results are unpredictable. The process for obtaining regulatory approval by the U.S. Food and Drug Administration or other governmental regulatory authorities is long and costly and there can be no assurance that the necessary approvals with be obtained and maintained. The Fund may invest in foreign securities, which involve political, economic, currency risk, greater volatility, and differences in accounting methods. The Fund is non-diversified meaning it may concentrate its assets in fewer individual holdings than a diversified fund. Therefore, the Fund is more exposed to individual stock volatility than a diversified fund. The Fund invests in smaller companies, which may have more limited liquidity and greater volatility compared to larger companies. The Fund is not actively managed and may be affected by a general decline in market segments related to the Index. The Fund invests in securities included in, or representative of securities included in, the Index, regardless of their investment merits. The performance of the Fund may diverge from that of the Index and may experience tracking error to a greater extent than a fund that seeks to replicate an index.

 

Standard & Poor’s 500® Index (S&P 500® Index) – An index of 500 stocks chosen for market size, liquidity and industry grouping, among other factors. The S&P 500® is designed to be a leading indicator of U.S. equities and is meant to reflect the risk/return characteristics of the large cap universe. Quotes for the Index can be found under the symbol “SPX” on the Bloomberg Professional service and other financial data providers.

 

The Loncar Cancer Immunotherapy Index is an index of 30 securities that have a strategic focus on the area of cancer immunotherapy or harnessing the immune system to fight cancer. Quotes for the Index can be found under the symbol “LCINDX” on the Bloomberg Professional service and other financial data providers.

 

One may not directly invest in an index.

 

2

 

 

Loncar Cancer Immunotherapy ETF

 

Letter to Shareholders

(Unaudited) (Continued)

 

Past performance is not a guarantee of future results.

 

Fund holdings are subject to change and are not a recommendation to buy or sell any security. For a complete listing of the Fund’s holdings please view the schedule of investments in this report. The Loncar Cancer Immunotherapy ETF is distributed by Quasar Distributors, LLC. Loncar Investments is the index provider of the Fund. INDXX, LLC helps Loncar with risk management and index construction.

 

3

 

 

Loncar China BioPharma ETF

 

Letter 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 Loncar China BioPharma ETF (“CHNA” or the “Fund”). The following information pertains to the current fiscal period of September 1, 2021 through August 31, 2022 (the “current fiscal period”). The Fund seeks to track the total return performance, before fees and expenses, of the Loncar China BioPharma Index (the “Index”). The Index tracks the performance of a basket of companies that are leading China’s biotech revolution. With a focus on innovators, the Index contains globally listed companies that have a strategic role in growing China’s drug industry.

 

The Fund had negative performance during the current fiscal period. The market price for CHNA decreased -47.59% and the NAV decreased -48.72% while the Nasdaq Biotechnology Index, a broad market index, decreased -27.79% over the same period. The Fund’s Index returned -48.33%.

 

The previous fiscal year has been an incredibly challenging period for securities of China based companies. China’s “Zero Covid” policy and resulting lockdowns in some of its largest cities have restricted commerce and interrupted the business operations of many companies during this period. In the biopharmaceutical sector, this has impacted things such as temporary shutdowns of research and development work in some cases, impeding the ability of regulators to inspect manufacturing facilities to approve new medicines, and limiting the ability of sales teams to reach physicians and hospitals. Furthermore, sentiment around the valuation of Chinese securities listed on U.S. exchanges has been negatively impacted by uncertainty around whether Chinese companies will be able to comply with the Holding Foreign Companies Accountable Act and remain listed in the United States.

 

While the above factors have been challenging for stocks, fundamental positives in science have also occurred that we believe are encouraging. For example, a company held by the fund received the first approval in the world of a convenient subcutaneous injection version of the popular PD-1 inhibitor class of cancer medicines. Another company held by the fund likewise received the world’s first approval of a PD-1 x CTLA-4 bi-specific cancer medicine. Furthermore, Western pharmaceutical companies have been licensing Chinese-discovered assets for global development such as when a Western multi-national licensed a Claudin 18.2 x CD3 bi-specific cancer medicine from a company held by the fund. These successes illustrate that world-class innovation in drug development is happening in China today, which is what we ultimately believe will drive long-term value in this sector.

 

For the current fiscal period, the best-performing constituents of the Fund were Legend Biotech Corporation (LEGN); Ascletis Pharma, Inc. (HKG) and China Resources Pharmaceutical Group, Ltd. (HKSE).

 

4

 

 

Loncar China BioPharma ETF

 

Letter to Shareholders

(Unaudited) (Continued)

 

For the current fiscal period, the worst-performing constituents of the Fund were I-Mab (IMAB); CanSino Biologics, Inc. (CASBF) and Burning Rock Biotech, Ltd. (BNR)

 

The Fund commenced operations on August 14, 2018, and has 300,000 outstanding shares of August 31, 2022.

 

We appreciate your investment in CHNA.

 

Sincerely,

 

J. Garrett Stevens
Chief Executive Officer
Exchange Traded Concepts, LLC

 

Must be preceded or accompanied by a prospectus.

 

Investing involves risk, including the possible loss of principal. Shares of an ETF are bought and sold at market price (not NAV), may trade at a discount or premium to NAV and are not individually redeemed from the Fund. Brokerage commissions will reduce returns. To the extent the Fund invests a significant portion of its assets in the securities of companies of a single country or region, such as China, it is more likely to be impacted by events or conditions affecting that country or region. A significant portion of the Fund’s assets will be invested in the biotechnology and pharmaceutical industries, which expose the Fund to the risks of the following sector. Companies in the health care sector are subject to extensive government regulation. The costs associated with developing new drugs can be significant, and the results are unpredictable. Newly developed drugs may be susceptible to product obsolescence due to intense competition from new products and less costly generic products. The process for obtaining regulatory approval by the U.S. Food and Drug Administration or other governmental regulatory authorities is long and costly and there can be no assurance that the necessary approvals will be obtained or maintained. The values of many companies in the health care sector may be significantly affected by such things as the expiration of patents or the loss of, or the inability to enforce, intellectual property rights. The Fund may invest in foreign securities, which involve political, economic, currency risk, greater volatility, and differences in accounting methods. Changes in currency exchange rates and the relative value of non-U.S. currencies will affect the value of the investments. The Fund invests in smaller companies, which may have more limited liquidity and greater volatility compared to larger companies. The Fund is considered non-diversified, which means that it may invest more of its assets in the securities of a single issuer or a smaller number of issuers than if it were a diversified fund. The Fund is not actively managed and the Fund’s sub-adviser would not sell shares of an equity security due to current or projected underperformance of a security, industry or sector, unless that security is removed from the Index or the selling of shares of that security is otherwise required upon a reconstitution of the Index in accordance with the Index methodology. The biopharmaceutical industry in China is strictly regulated and changes in such regulations, including banning or limiting certain products, may have a material adverse effect on the operations, revenues, and profitability of Biopharma Companies. The laws and regulations applicable to the process of administrative approval of medicine and its production in China require entities producing biopharma products to comply strictly with certain standards and specifications promulgated by the government.

 

The Nasdaq Biotechnology Index -An index designed to track the performance of a set of securities listed on The Nasdaq Stock Market” (Nasdaq®) that are classified as either biotechnology or pharmaceutical companies and is a modified market capitalization weighted index. Quotes for the Index can be found under the symbol “XNBI” on the Bloomberg Professional service and other financial data providers.

 

5

 

 

Loncar China BioPharma ETF

 

Letter to Shareholders

(Unaudited) (Continued)

 

The Loncar China BioPharma Index -an index that tracks the performance of a basket of companies that are leading China’s biotech revolution. With a focus on innovators, the Index contains globally listed companies that have a strategic role in growing China’s drug industry. Quotes for the Index can be found under the symbol “LCHINA” on the Bloomberg Professional service and other financial data providers.

 

One may not directly invest in an index.

 

Past performance is not a guarantee of future results.

 

Fund holdings are subject to change and are not a recommendation to buy or sell any security. For a complete listing of the Fund’s holdings please view the schedule of investments in this report. The Loncar China BioPharma ETF is distributed by Quasar Distributors, LLC. Loncar Investments is the index provider of the Fund. INDXX, LLC helps Loncar with risk management and index construction.

 

6

 

 

Loncar Cancer Immunotherapy ETF

 

Performance Summary

(Unaudited)

 

Growth of $10,000

 

Average Annual Returns
August 31, 2022

1 Year

3 Years

5 Years

Since
Inception
(10/13/2015)

Loncar Cancer Immunotherapy ETF - NAV

-45.54%

-4.83%

-7.83%

-5.33%

Loncar Cancer Immunotherapy ETF - Market

-45.52%

-4.69%

-7.83%

-5.31%

Loncar Cancer Immunotherapy Index

-45.03%

-4.08%

-7.10%

-4.55%

S&P 500® Index

-11.23%

12.39%

11.82%

12.47%

 

This chart illustrates the performance of a hypothetical $10,000 investment made on October 13, 2015 and is not intended to imply any future performance. The returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. The chart assumes reinvestment of capital gains and dividends.

 

Performance data quoted represents past performance; past performance does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance of the Fund may be lower or higher than the performance quoted. Performance data current to the most recent month end may be obtained by calling 800-617-0004. Per the prospectus dated December 31, 2021, the gross expense ratio is 0.79%.

 

7

 

 

Loncar China BioPharma ETF

 

Performance Summary

(Unaudited)

 

Growth of $10,000

 

Average Annual Returns
August 31, 2022

1 Year

3 Years

Since
Inception
(8/14/2018)

Loncar China BioPharma ETF - NAV

-48.72%

-4.88%

-5.69%

Loncar China BioPharma ETF - Market

-47.59%

-4.49%

-5.47%

Loncar China BioPharma Index

-48.33%

-4.10%

-4.91%

Nasdaq Biotechnology Index

-27.79%

6.08%

1.13%

 

This chart illustrates the performance of a hypothetical $10,000 investment made on August 14, 2018 and is not intended to imply any future performance. The returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. The chart assumes reinvestment of capital gains and dividends.

 

Performance data quoted represents past performance; past performance does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance of the Fund may be lower or higher than the performance quoted. Performance data current to the most recent month end may be obtained by calling 800-617-0004. Per the prospectus dated December 31, 2021, the gross expense ratio is 0.79%.

 

8

 

 

Loncar Cancer Immunotherapy ETF

 

Portfolio Allocation

As of August 31, 2022 (Unaudited)

 

Industry Group

Percentage of
Net Assets

Biotechnology ♦

85.2%

Pharmaceuticals

14.7

Short-Term Investments

0.2

Liabilities in Excess of Other Assets

(0.1)

Total

100.0%

 

Country

Percentage of
Net Assets

United States

70.2%

United Kingdom

8.0

Netherlands

6.7

China

5.4

Denmark

3.7

Germany

3.0

Switzerland

3.0

Total

100.0%

 

To the extent that the Fund invests more heavily in particular industry groups of the economy, its performance will be especially sensitive to developments that significantly affect those industry groups or strategies. See Note 7 in the Notes to Financial Statements.

 

9

 

 

Loncar China BioPharma ETF

 

Portfolio Allocation

As of August 31, 2022 (Unaudited)

 

Industry Group

Percentage of
Net Assets

Biotechnology ♦

55.8%

Pharmaceuticals

23.6

Biotechnology Services

10.8

Diagnostics

3.1

Pharmaceutical Manufacturing

2.8

Pharmaceutical Distribution

1.8

Pharmaceutical Services

1.8

Short-Term Investments

0.3

Liabilities in Excess of Other Assets +

(0.0)

Total

100.0%

 

Country

Percentage of
Net Assets

China

85.5%

Hong Kong

8.7

United States

3.3

Cayman Islands

2.5

Total

100.0%

 

To the extent that the Fund invests more heavily in particular industry groups of the economy, its performance will be especially sensitive to developments that significantly affect those industry groups or strategies. See Note 7 in the Notes to Financial Statements.

+

Represents less than 0.05% of net assets.

 

10

 

 

Loncar Cancer Immunotherapy ETF

 

Schedule of Investments

August 31, 2022

 

 

Shares

 

Security Description

 

Value

 
       

COMMON STOCKS — 99.9%

       
       

Biotechnology — 85.2% (a)

       
    69,673  

Allogene Therapeutics, Inc. (b)

  $ 955,217  
    38,365  

Arcellx, Inc. (b)

    689,419  
    31,089  

Arcus Biosciences, Inc. (b)

    748,623  
    1,949  

Argenx SE - ADR (b)

    736,469  
    4,902  

BeiGene, Ltd. - ADR (b)

    841,477  
    4,857  

BioNTech SE - ADR

    702,516  
    159,964  

Celularity, Inc. (b)

    433,502  
    10,746  

CRISPR Therapeutics AG (b)

    699,457  
    34,584  

Fate Therapeutics, Inc. (b)

    904,026  
    24,215  

Genmab AS - ADR (b)

    859,390  
    47,367  

IGM Biosciences, Inc. (b)

    919,393  
    68,752  

I-Mab - ADR (b)

    421,450  
    208,800  

ImmunityBio, Inc. (b)

    835,200  
    22,157  

Immunocore Holdings plc - ADR (b)

    1,170,111  
    134,859  

Instil Bio, Inc. (b)

    701,267  
    81,737  

Iovance Biotherapeutics, Inc. (b)

    876,221  
    36,486  

iTeos Therapeutics, Inc. (b)

    809,259  
    15,448  

Legend Biotech Corporation - ADR (b)

    718,178  
    141,702  

Lyell Immunopharma, Inc. (b)

    949,403  
    34,134  

Merus NV (b)

    808,293  
    199,479  

Nektar Therapeutics (b)

    785,947  
    51,478  

NGM Biopharmaceuticals, Inc. (b)

    726,355  
    56,181  

Nkarta, Inc. (b)

    808,445  
    45,225  

Replimune Group, Inc. (b)

    861,989  
    31,571  

Xencor, Inc. (b)

    833,159  
              19,794,766  
       

Pharmaceuticals — 14.7%

       
    11,066  

AstraZeneca plc - ADR

    690,297  
    9,179  

Bristol-Myers Squibb Company

    618,757  
    11,479  

Gilead Sciences, Inc.

    728,572  
    7,920  

Merck & Company, Inc.

    676,051  
    1,195  

Regeneron Pharmaceuticals, Inc. (b)

    694,367  
              3,408,044  
       

TOTAL COMMON STOCKS (Cost $27,075,855)

    23,202,810  

 

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

 

11

 

 

Loncar Cancer Immunotherapy ETF

 

Schedule of Investments
August 31, 2022 (Continued)

 

 

Shares

 

Security Description

 

Value

 
       

SHORT-TERM INVESTMENTS — 0.2%

       
    43,133  

First American Government Obligations Fund - Class X — 2.04% (c)

  $ 43,133  
       

TOTAL SHORT-TERM INVESTMENTS (Cost $43,133)

    43,133  
       

TOTAL INVESTMENTS (Cost $27,118,988) — 100.1%

    23,245,943  
       

Liabilities in Excess of Other Assets — (0.1)%

    (11,604 )
       

NET ASSETS — 100.0%

  $ 23,234,339  

 

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 industry groups of the economy, its performance will be especially sensitive to developments that significantly affect those industry groups or strategies. See Note 7 in the Notes to Financial Statements.

(b)

Non-income producing security.

(c)

Rate shown is the annualized seven-day yield as of August 31, 2022.

 

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

 

12

 

 

Loncar China BioPharma ETF

 

Schedule of Investments

August 31, 2022

 

 

Shares

 

Security Description

 

Value

 
       

COMMON STOCKS — 99.7%

       
       

Biotechnology — 55.8% (a)

       
    144,000  

3SBio, Inc.

  $ 95,953  
    36,000  

Akeso, Inc. (b)

    116,272  
    83,000  

Alphamab Oncology (b)

    84,387  
    32,100  

Ascentage Pharma Group International (b)

    67,236  
    152,000  

Ascletis Pharma, Inc. (b)

    64,101  
    758  

BeiGene, Ltd. - ADR (b)

    130,118  
    63,500  

Brii Biosciences, Ltd. (b)

    63,833  
    12,000  

CanSino Biologics, Inc. - H Shares

    75,298  
    53,000  

CARsgen Therapeutics Holdings, Ltd. (b)

    128,299  
    692,000  

CK Life Sciences Int’l Holdings, Inc.

    60,834  
    179,500  

Clover Biopharmaceuticals, Ltd. (b)

    65,178  
    132,000  

CStone Pharmaceuticals (b)

    81,062  
    32,500  

Everest Medicines, Ltd. (b)

    49,523  
    26,000  

Genscript Biotech Corporation (b)

    84,305  
    16,681  

Gracell Biotechnologies, Inc. - ADR (b)

    41,869  
    165,000  

HBM Holdings, Ltd. (b)

    64,328  
    7,454  

Hutchmed China, Ltd. - ADR (b)

    95,858  
    7,341  

I-Mab - ADR (b)

    45,000  
    112,000  

Immunotech Biopharm, Ltd. (b)

    50,372  
    69,000  

InnoCare Pharma, Ltd. (b)

    95,823  
    22,500  

Innovent Biologics, Inc. (b)

    95,890  
    119,100  

Jacobio Pharmaceuticals Group Company, Ltd. (b)

    82,396  
    79,500  

JW Cayman Therapeutics Company, Ltd. (b)

    62,090  
    24,000  

Keymed Biosciences, Inc. (b)

    107,481  
    37,000  

Kintor Pharmaceutical, Ltd. (b)

    69,108  
    1,912  

Legend Biotech Corporation - ADR (b)

    88,889  
    28,616  

LianBio - ADR (b)

    70,395  
    64,500  

Ocumension Therapeutics (b)

    113,570  
    16,218  

Prenetics Global, Ltd. - Class A (b)

    63,575  
    16,000  

Remegen Company, Ltd. - H Shares (b)

    91,529  
    23,600  

Shanghai Haohai Biological Technology Company, Ltd. - H Shares

    83,138  
    23,400  

Shanghai Junshi Biosciences Company, Ltd. - H Shares (b)

    85,862  
    234,500  

Sino Biopharmaceutical, Ltd.

    123,691  

 

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

 

13

 

 

Loncar China BioPharma ETF

 

Schedule of Investments
August 31, 2022 (Continued)

 

 

Shares

 

Security Description

 

Value

 
       

COMMON STOCKS — 99.7% (Continued)

       
       

Biotechnology — 55.8% (a) (Continued)

       
    7,750  

Sirnaomics, Ltd. (b)

  $ 67,934  
    248,500  

Viva Biotech Holdings (b)

    58,889  
    2,435  

Zai Lab, Ltd. - ADR (b)

    112,521  
              2,936,607  
       

Biotechnology Services — 10.8%

       
    13,000  

Hangzhou Tigermed Consulting Company, Ltd. - H Shares

    129,357  
    14,840  

Joinn Laboratories China Company, Ltd. - H Shares

    79,410  
    16,100  

Pharmaron Beijing Company, Ltd. - H Shares

    106,973  
    11,157  

WuXi AppTec Company, Ltd. - H Shares

    127,009  
    14,000  

Wuxi Biologics Cayman, Inc. (b)

    124,324  
              567,073  
       

Diagnostics — 3.1%

       
    20,184  

Burning Rock Biotech, Ltd. - ADR (b)

    79,121  
    32,000  

New Horizon Health, Ltd. (b)

    82,356  
              161,477  
       

Pharmaceutical Distribution — 1.8%

       
    41,500  

Sinopharm Group Company, Ltd. - H Shares

    92,424  
                 
       

Pharmaceutical Manufacturing — 2.8%

       
    175,000  

SSY Group, Ltd.

    82,719  
    104,400  

YiChang HEC ChangJiang Pharmaceutical Company, Ltd. - H Shares (b)

    66,507  
              149,226  
       

Pharmaceutical services — 1.8%

       
    7,040  

Asymchem Laboratories Tianjin Company, Ltd. - H Shares

    96,960  
                 
       

Pharmaceuticals — 23.6%

       
    64,000  

China Medical System Holdings, Ltd.

    94,913  
    165,000  

China Resources Pharmaceutical Group, Ltd.

    113,099  
    124,880  

CSPC Pharmaceutical Group, Ltd.

    127,126  
    173,500  

Grand Pharmaceutical Group, Ltd.

    92,842  
    35,000  

Guangzhou Baiyunshan Pharmaceutical Holdings Company, Ltd. - H Shares

    84,369  
    66,000  

Hansoh Pharmaceutical Group Company, Ltd.

    132,019  

 

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

 

14

 

 

Loncar China BioPharma ETF

 

Schedule of Investments

August 31, 2022 (Continued)

 

 

Shares

 

Security Description

 

Value

 
       

COMMON STOCKS — 99.7% (Continued)

       
       

Pharmaceuticals — 23.6% (Continued)

       
    32,570  

Livzon Pharmaceutical Group, Inc. - H Shares

  $ 92,122  
    328,000  

Luye Pharma Group, Ltd. (b)

    94,862  
    38,000  

Shanghai Fosun Pharmaceutical Group Company, Ltd. - H Shares

    122,731  
    66,100  

Shanghai Pharmaceuticals Holding Company, Ltd. - H Shares

    96,343  
    674,000  

Sihuan Pharmaceutical Holdings Group, Ltd.

    85,873  
    89,000  

Simcere Pharmaceutical Group, Ltd.

    89,127  
    396,000  

Sinco Pharmaceuticals Holdings, Ltd. (b)

    18,416  
              1,243,842  
       

TOTAL COMMON STOCKS (Cost $8,330,879)

    5,247,609  
                 
       

SHORT-TERM INVESTMENTS — 0.3%

       
    14,962  

First American Government Obligations Fund - Class X — 2.04% (c)

    14,962  
       

TOTAL SHORT-TERM INVESTMENTS (Cost $14,962)

    14,962  
       

TOTAL INVESTMENTS (Cost $8,345,841) — 100.0%

    5,262,571  
       

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

    (2,022 )
       

NET ASSETS — 100.0%

  $ 5,260,549  

 

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 industry groups of the economy, its performance will be especially sensitive to developments that significantly affect those industry groups or strategies. See Note 7 in the Notes to Financial Statements.

(b)

Non-income producing security.

(c)

Rate shown is the annualized seven-day yield as of August 31, 2022.

(d)

Represents less than 0.05% of net assets.

 

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

 

15

 

 

Loncar ETFs

 

Statements of Assets and Liabilities

August 31, 2022

 

   

Loncar Cancer
Immunotherapy
ETF

   

Loncar China
BioPharma
ETF

 

ASSETS

               

Investments in securities, at value*

  $ 23,245,943     $ 5,262,571  

Foreign currency, at value*

          1,292  

Dividends and interest receivable

    5,222       286  

Total assets

    23,251,165       5,264,149  
                 

LIABILITIES

               

Management fees payable

    16,826       3,600  

Total liabilities

    16,826       3,600  
                 

NET ASSETS

  $ 23,234,339     $ 5,260,549  
                 

Net Asset Consist of:

               

Paid-in capital

  $ 57,674,782     $ 12,364,803  

Total distributable earnings (accumulated deficit)

    (34,440,443 )     (7,104,254 )

Net assets

  $ 23,234,339     $ 5,260,549  
                 

Net Asset Value:

               

Net assets

  $ 23,234,339     $ 5,260,549  

Shares outstanding ^

    1,500,000       300,000  

Net asset value, offering and redemption price per share

  $ 15.49     $ 17.54  
                 

* Identified Cost:

               

Investments in securities

  $ 27,118,988     $ 8,345,841  

Foreign currency

          1,292  

 

^

No par value, unlimited number of shares authorized.

 

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

 

16

 

 

Loncar ETFs

 

Statements of Operations

For the Year Ended August 31, 2022

 

   

Loncar Cancer
Immunotherapy
ETF

   

Loncar China
BioPharma
ETF

 

INCOME

               

Dividends+

  $ 153,049     $ 67,381  

Interest

    185       46  

Total investment income

    153,234       67,427  
                 

EXPENSES

               

Management fees

    233,131       69,209  

Total expenses

    233,131       69,209  
                 

Net investment income (loss)

    (79,897 )     (1,782 )
                 

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS

               

Net realized gain (loss) on:

               

Investments

    (8,989,848 )     (3,205,638 )

Foreign currency transactions

          428  

Change in unrealized appreciation (depreciation) on:

               

Investments

    (8,507,959 )     (3,526,362 )

Foreign currency translation

          (1 )

Net realized and unrealized gain (loss) on investments

    (17,497,807 )     (6,731,573 )

Net increase (decrease) in net assets resulting from operations

  $ (17,577,704 )   $ (6,733,355 )
                 

+ Net of foreign taxes withheld

  $     $ 3,097  

 

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

 

17

 

 

Loncar Cancer Immunotherapy ETF

 

Statements of Changes in Net Assets

 

   

Year Ended
August 31, 2022

   

Year Ended
August 31, 2021

 

OPERATIONS

               

Net investment income (loss)

  $ (79,897 )   $ (165,608 )

Net realized gain (loss) on investments

    (8,989,848 )     6,112,868  

Change in unrealized appreciation (depreciation) on investments

    (8,507,959 )     (248,054 )

Net increase (decrease) in net assets resulting from operations

    (17,577,704 )     5,699,206  
                 

DISTRIBUTIONS TO SHAREHOLDERS

               

Net distributions to shareholders

    (764,347 )     (432,179 )

Tax return of capital to shareholders

    (1,552,322 )      

Total distributions to shareholders

    (2,316,669 )     (432,179 )
                 

CAPITAL SHARE TRANSACTIONS

               

Proceeds from shares sold

    7,098,730       3,204,950  

Payments for shares redeemed

    (8,408,775 )     (4,325,875 )

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

    (1,310,045 )     (1,120,925 )

Net increase (decrease) in net assets

  $ (21,204,418 )   $ 4,146,102  
                 

NET ASSETS

               

Beginning of year

  $ 44,438,757     $ 40,292,655  

End of year

  $ 23,234,339     $ 44,438,757  

 

(a)

A summary of capital share transactions is as follows:

 

   

Shares

   

Shares

 

Shares sold

    400,000       100,000  

Shares redeemed

    (350,000 )     (150,000 )

Net increase (decrease)

    50,000       (50,000 )

 

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

 

18

 

 

Loncar China BioPharma ETF

 

Statements of Changes in Net Assets

 

   

Year Ended
August 31, 2022

   

Year Ended
August 31, 2021

 

OPERATIONS

               

Net investment income (loss)

  $ (1,782 )   $ (6,799 )

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

    (3,205,210 )     2,888,514  

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

    (3,526,363 )     (511,577 )

Net increase (decrease) in net assets resulting from operations

    (6,733,355 )     2,370,138  
                 

DISTRIBUTIONS TO SHAREHOLDERS

               

Net distributions to shareholders

    (1,061,000 )     (57,982 )

Total distributions to shareholders

    (1,061,000 )     (57,982 )
                 

CAPITAL SHARE TRANSACTIONS

               

Proceeds from shares sold

    2,182,690       8,039,763  

Payments for shares redeemed

    (4,415,380 )     (7,039,908 )

Transaction fees (Note 6)

    132       1,251  

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

    (2,232,558 )     1,001,106  

Net increase (decrease) in net assets

  $ (10,026,913 )   $ 3,313,262  
                 

NET ASSETS

               

Beginning of year

  $ 15,287,462     $ 11,974,200  

End of year

  $ 5,260,549     $ 15,287,462  

 

(a)

A summary of capital share transactions is as follows:

 

   

Shares

   

Shares

 

Shares sold

    100,000       200,000  

Shares redeemed

    (200,000 )     (175,000 )

Net increase (decrease)

    (100,000 )     25,000  

 

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

 

19

 

 

Loncar Cancer Immunotherapy ETF

 

Financial Highlights

For a capital share outstanding throughout the year

 

   

Year Ended August 31,

 
   

2022

   

2021

   

2020

   

2019

   

2018

 

Net asset value, beginning of year

  $ 30.65     $ 26.86     $ 19.54     $ 25.73     $ 25.69  
                                         

INCOME (LOSS) FROM INVESTMENT OPERATIONS:

                                       

Net investment income (loss) (1)

    (0.06 )     (0.11 )     (0.07 )     (0.05 )     (0.09 )

Net realized and unrealized gain (loss) on investments (2)

    (13.25 )     4.19       7.39       (6.14 )     0.48  

Total from investment operations

    (13.31 )     4.08       7.32       (6.19 )     0.39  
                                         

DISTRIBUTIONS TO SHAREHOLDERS:

                                       

Distributions from:

                                       

Net investment income

    (0.61 )     (0.29 )                 (0.35 )

Tax return of capital to shareholders

    (1.24 )                        

Total distributions to shareholders

    (1.85 )     (0.29 )                 (0.35 )
                                         

Net asset value, end of year

  $ 15.49     $ 30.65     $ 26.86     $ 19.54     $ 25.73  
                                         

Total return

    -45.54 %     15.11 %     37.47 %     -24.05 %     1.63 %
                                         

SUPPLEMENTAL DATA:

                                       

Net assets at end of year (000’s)

  $ 23,234     $ 44,439     $ 40,293     $ 34,195     $ 59,172  
                                         

RATIOS TO AVERAGE NET ASSETS:

                                       

Expenses to average net assets

    0.79 %     0.79 %     0.79 %     0.79 %     0.79 %

Net investment income (loss) to average net assets

    (0.27 )%     (0.37 )%     (0.32 )%     (0.26 )%     (0.34 )%

Portfolio turnover rate (3)

    64 %     58 %     53 %     58 %     78 %

 

(1)

Calculated based on average shares outstanding during the period.

(2)

Realized and unrealized gains and losses per share in this caption are balancing amounts necessary to reconcile the change in net asset value per share for the period, and may not reconcile with the aggregate gains and losses in the Statements of Operations due to share transactions for the period.

(3)

Excludes the impact of in-kind transactions.

 

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

 

20

 

 

Loncar China BioPharma ETF

 

Financial Highlights

For a capital share outstanding throughout the year/period

 

   

Year Ended August 31,

   

Period
Ended
August 31,

 
   

2022

   

2021

   

2020

   

2019

   

2018(1)

 

Net asset value, beginning of year/period

  $ 38.22     $ 31.93     $ 22.92     $ 25.00     $ 25.00  
                                         

INCOME (LOSS) FROM INVESTMENT OPERATIONS:

                                       

Net investment income (loss) (2)

    (0.01 )     (0.02 )     0.10       0.14       (0.01 )

Net realized and unrealized gain (loss) on investments (3)

    (17.64 )     6.46       8.95       (2.23 )     0.01  

Total from investment operations

    (17.65 )     6.44       9.05       (2.09 )      
                                         

DISTRIBUTIONS TO SHAREHOLDERS:

                                       

Distributions from:

                                       

Net investment income

    (3.03 )     (0.15 )     (0.04 )            

Total distributions to shareholders

    (3.03 )     (0.15 )     (0.04 )            
                                         

CAPITAL SHARE TRANSACTIONS

                                       

Transaction fees (Note 6)

    0.00 (4)      0.00 (4)      0.00 (4)      0.01        
                                         

Net asset value, end of year/period

  $ 17.54     $ 38.22     $ 31.93     $ 22.92     $ 25.00  
                                         

Total return

    -48.72 %     20.26 %     39.56 %     -8.33 %     0.01 %(5)
                                         

SUPPLEMENTAL DATA:

                                       

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

  $ 5,261     $ 15,287     $ 11,974     $ 6,875     $ 2,500  
                                         

RATIOS TO AVERAGE NET ASSETS:

                                       

Expenses to average net assets

    0.79 %     0.79 %     0.79 %     0.79 %     0.79 %(6)

Net investment income (loss) to average net assets

    (0.02 )%     (0.05 )%     0.40 %     0.64 %     (0.78 )%(6)

Portfolio turnover rate (7)

    27 %     44 %     54 %     35 %     0 %(5)

 

(1)

Commencement of operations on August 14, 2018.

(2)

Calculated based on average shares outstanding during the period.

(3)

Realized and unrealized gains and losses per share in this caption are balancing amounts necessary to reconcile the change in net asset value per share for the period, and may not reconcile with the aggregate gains and losses in the Statements of Operations due to share transactions for the period.

(4)

Less than $0.005.

(5)

Not annualized.

(6)

Annualized.

(7)

Excludes the impact of in-kind transactions.

 

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

 

21

 

 

Loncar ETFs

 

Notes to Financial Statements

August 31, 2022

 

NOTE 1 – ORGANIZATION

 

Loncar Cancer Immunotherapy ETF and Loncar China BioPharma ETF (individually each a “Fund” or collectively the “Funds”) are each a non-diversified series of ETF Series Solutions (“ESS” and 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 Loncar Cancer Immunotherapy ETF’s investment objective is to track the return performance, before fees and expenses, of the Loncar Cancer Immunotherapy Index. The Loncar China BioPharma ETF’s investment objective is to track the performance, before fees and expenses, of the Loncar China BioPharma Index. The Loncar Cancer Immunotherapy ETF and Loncar China BioPharma ETF commenced operations on October 13, 2015, and August 14, 2018, respectively.

 

The end of the reporting period for the Funds is August 31, 2022, and the period covered by these Notes to Financial Statements is the fiscal year ended August 31, 2022 (the “current fiscal period”).

 

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

 

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

 

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

 

 

A.

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

 

22

 

 

Loncar ETFs

 

NOTES TO FINANCIAL STATEMENTS
August 31, 2022 (Continued)

 

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.

 

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

 

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

 

 

Level 1 –

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

 

 

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.

 

23

 

 

Loncar ETFs

 

NOTES TO FINANCIAL STATEMENTS
August 31, 2022 (Continued)

 

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

 

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

 

Loncar Cancer Immunotherapy ETF

 

Assets^

 

Level 1

   

Level 2

   

Level 3

   

Total

 

Common Stocks

  $ 23,202,810     $     $     $ 23,202,810  

Short-Term Investments

    43,133                   43,133  

Total Investments in Securities

  $ 23,245,943     $     $     $ 23,245,943  

 

Loncar China BioPharma ETF

 

Assets^

 

Level 1

   

Level 2

   

Level 3

   

Total

 

Common Stocks

  $ 5,247,609     $     $     $ 5,247,609  

Short-Term Investments

    14,962                   14,962  

Total Investments in Securities

  $ 5,262,571     $     $     $ 5,262,571  

 

^

See Schedule of Investments to see breakdown of securities by industry group.

 

As of the end of 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 of their 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.

 

Each Fund recognizes the tax benefits of uncertain tax positions only when the position is more likely than not to be sustained. Management has analyzed each Fund’s uncertain tax positions and concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions. Management is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next 12 months. Income and capital gain distributions

 

24

 

 

Loncar ETFs

 

NOTES TO FINANCIAL STATEMENTS
August 31, 2022 (Continued)

 

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

 

 

C.

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 the trade and settlement dates on securities 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 values of assets and liabilities, other than investments 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. Non-cash dividends included in dividend income or separately disclosed, if any, are recorded at the fair value of the security received. Interest income is recorded on an accrual basis. Withholding taxes on foreign dividends have been provided for in accordance with the Funds’ understanding of the applicable tax rules and regulations.

 

 

E.

Distributions to Shareholders. Distributions to shareholders from net investment income and from net realized gains on securities are declared and paid by the Funds on, at least, an annual basis. 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

 

25

 

 

Loncar ETFs

 

NOTES TO FINANCIAL STATEMENTS
August 31, 2022 (Continued)

 

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 outstanding shares 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 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.

 

 

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.

 

The permanent differences are primarily due to differing book and tax treatments for in-kind transactions, if any. During the current fiscal period, the following table shows the reclassifications made:

 

 

Distributable Earnings
(Accumulated Deficit)

Paid-In Capital

Loncar Cancer Immunotherapy ETF

$(1,675,388)

$1,675,388

Loncar China BioPharma ETF

$876,076

$(876,076)

 

During the current fiscal period, 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 (losses) are not taxable to the Funds, and gains are not distributed to shareholders, they have been reclassified from distributable earnings (accumulated deficit) to paid-in capital.

 

Loncar Cancer Immunotherapy ETF

  $ 1,675,388  

Loncar China BioPharma ETF

    (844,481 )

 

 

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

 

26

 

 

Loncar ETFs

 

NOTES TO FINANCIAL STATEMENTS
August 31, 2022 (Continued)

 

or transactions that occurred during the period subsequent to the current fiscal period that materially impacted the amounts or disclosures in each Fund’s financial statements.

 

NOTE 3 – COMMITMENTS AND OTHER RELATED PARTY TRANSACTIONS

 

Exchange Traded Concepts, LLC (the “Adviser”), serves as the investment adviser to the 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 Vident Investment Advisory, 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, 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, distribution (12b-1) fees and expenses. For the services it provides to the Funds, each Fund pays the Adviser a unified management fee, which is calculated daily and paid monthly, at an annual rate of 0.79% of each Fund’s average daily net assets. The Adviser is responsible for paying the Sub-Adviser.

 

The Adviser entered into an agreement with Loncar Investments, LLC (the “Sponsor”), pursuant to which the Sponsor agreed to (i) assist with the development of and provide other support to the Fund and (ii) assume the obligation of the Adviser to pay all expenses of the Fund (except the Excluded Expenses) and, to the extent applicable, pay the Adviser a minimum fee for its services under the arrangement. For its services, the Sponsor is entitled to a fee from the Adviser, which is calculated daily and paid monthly, based on a percentage of the average daily net assets of the Fund. The Sponsor does not make investment decisions, provide investment advice, or otherwise act in the capacity of an investment adviser to the Fund.

 

U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services, LLC (“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.

 

27

 

 

Loncar ETFs

 

NOTES TO FINANCIAL STATEMENTS
August 31, 2022 (Continued)

 

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

 

NOTE 4 – PURCHASES AND SALES OF SECURITIES

 

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

 

   

Purchases

   

Sales

 

Loncar Cancer Immunotherapy ETF

  $ 18,682,349     $ 21,101,743  

Loncar China BioPharma ETF

  $ 2,414,037     $ 3,517,745  

 

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

 

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

 

   

In-kind
Purchases

   

In-kind
Sales

 

Loncar Cancer Immunotherapy ETF

  $ 7,095,199     $ 8,404,194  

Loncar China BioPharma ETF

  $ 2,103,172     $ 4,303,946  

 

NOTE 5 – INCOME TAX INFORMATION

 

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

 

   

Loncar Cancer
Immunotherapy
ETF

   

Loncar China
BioPharma ETF

 

Tax cost of investments

  $ 28,219,330     $ 8,557,268  

Gross tax unrealized appreciation

  $ 3,487,648     $ 231,173  

Gross tax unrealized depreciation

    (8,461,035 )     (3,525,870 )

Net tax unrealized appreciation (depreciation)

    (4,973,387 )     (3,294,697 )

Undistributed ordinary income

           

Undistributed long-term capital gains

           

Other accumulated gain (loss)

    (29,467,056 )     (3,809,557 )

Distributable earnings (accumulated deficit)

  $ (34,440,443 )   $ (7,104,254 )

 

The difference between the cost basis for financial statement and federal income tax purposes was primarily due to the tax deferral of losses from wash sales and tax treatment of passive foreign investment companies.

 

28

 

 

Loncar ETFs

 

NOTES TO FINANCIAL STATEMENTS
August 31, 2022 (Continued)

 

A regulated investment company may elect for any taxable year to treat any portion of any qualified late year loss as arising on the first day of the next taxable year. Qualified late year losses are certain capital and ordinary losses which occur during the portion of the Funds’ taxable year subsequent to October 31 and December 31, respectively. For the taxable year ended August 31, 2022, Loncar Cancer Immunotherapy ETF elected to defer $89,180 late-year ordinary losses.

 

At August 31, 2022, the Funds had the following capital loss carryforwards with no expiration:

 

   

Short-Term

   

Long-Term

 

Loncar Cancer Immunotherapy ETF

  $ 18,927,302     $ 10,450,574  

Loncar China BioPharma ETF

  $ 1,888,978     $ 1,920,579  

 

During the fiscal year ended August 31, 2022, there was no capital loss carryforward utilized.

 

The tax character of distributions paid by the Funds during the fiscal year ended August 31, 2022 was as follows:

 

   

Ordinary Income

   

Return of Capital

 

Loncar Cancer Immunotherapy ETF

  $ 764,347     $ 1,552,322  

Loncar China BioPharma ETF

  $ 1,061,000     $  

 

The tax character of distributions paid by the Funds during the fiscal period ended August 31, 2021 was as follows:

 

   

Ordinary Income

 

Loncar Cancer Immunotherapy ETF

  $ 432,179  

Loncar China BioPharma ETF

  $ 57,982  

 

NOTE 6 – SHARE TRANSACTIONS

 

Shares of the Funds 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 only in blocks of 50,000 shares for the Loncar Cancer Immunotherapy ETF and 25,000 shares for Loncar China BioPharma ETF, called “Creation Units.” Creation Units are issued and redeemed principally in-kind for securities included in a specified universe. Once created, shares generally trade in the secondary market at market prices that change throughout the day. Except when aggregated in Creation Units, shares are not redeemable securities of the Funds. 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

 

29

 

 

Loncar ETFs

 

NOTES TO FINANCIAL STATEMENTS
August 31, 2022 (Continued)

 

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 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 Loncar Cancer Immunotherapy ETF is $300 and the Loncar China BioPharma ETF fee is $750, both payable to the Custodian. The fixed transaction fee may be waived on certain orders if the Funds’ Custodian has determined to waive some or all of the costs associated with the order, or another party, such as the Adviser, has agreed to pay such fee. In addition, a variable fee may be charged on all cash transactions or substitutes for Creation Units of up to a maximum of 2% of the value of the Creation Units subject to the transaction. Variable fees received by the Funds, if any, are displayed in the Capital Share 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 7 – RISKS

 

Industry Risk. To the extent that the Funds invest more heavily in particular industry groups of the economy, their performance will be especially sensitive to developments that significantly affect those industry groups or strategies.

 

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.

 

Loncar Cancer Immunotherapy ETF:

 

Immunotherapy Companies Risk. Immunotherapy Companies are highly dependent on the development, procurement and marketing of drugs and the protection and exploitation of intellectual property rights. A company’s valuation can also be greatly affected if one of its products is proven or alleged to be unsafe, ineffective, or unprofitable. The stock prices of Immunotherapy Companies have been and will likely continue to be very volatile.

 

30

 

 

Loncar ETFs

 

NOTES TO FINANCIAL STATEMENTS
August 31, 2022 (Continued)

 

Loncar China BioPharma ETF:

 

China Biopharma Risk. The biopharmaceutical industry in China is strictly regulated and changes in such regulations, including banning or limiting certain products, may have a material adverse effect on the operations, revenues, and profitability of Biopharma Companies. The laws and regulations applicable to the process of administrative approval of medicine and its production in China require entities producing biopharma products to comply strictly with certain standards and specifications promulgated by the government. In the event that a product is discovered to be not compliant with the government’s standards and specifications, the health department may revoke its approval of such product, or otherwise limit the use of such product. Additionally, the process of conducting research and various tests on new products before obtaining a new medicine certificate from the National Medical Products Administration (“NMPA”) and subsequent procedures may take several years, and the price of certain biopharma products may be regulated in China. Changes in these laws and regulations, including banning or limiting certain products, could have a material adverse effect on the operations, revenues, and profitability of Biopharma Companies held by the Fund.

 

Currency Exchange Rate Risk. The Fund’s assets include investments denominated in non-U.S. currencies or in securities that provide exposure to such currencies. Changes in currency exchange rates and the relative value of non U.S. currencies will affect the value of the Fund’s investment and the value of your Shares. Currency exchange rates can be very volatile and can change quickly and unpredictably. As a result, the value of an investment in the Fund may change quickly and without warning and you may lose money.

 

31

 

 

Loncar ETFs

 

Report of Independent Registered Public Accounting Firm

 

To the Shareholders of Loncar ETFs and
Board of Trustees of ETF Series Solutions

 

Opinion on the Financial Statements

 

We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of Loncar Cancer Immunotherapy ETF and Loncar China BioPharma ETF (the “Funds”), each a series of ETF Series Solutions, as of August 31, 2022, the related statements of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the related notes, and the financial highlights for each of the five periods in the period then ended (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of each of the Funds as of August 31, 2022, the results of their operations for the year then ended, the changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five periods in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

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

 

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

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of August 31, 2022, by correspondence with the custodian and brokers. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

32

 

 

Loncar ETFs

 

Report of Independent Registered Public Accounting Firm
(Continued)

 

We have served as the auditor of one or more of Exchange Traded Concepts, LLC’s investment companies since 2012.

 

COHEN & COMPANY, LTD.
Milwaukee, Wisconsin
October 27, 2022

 

33

 

 

Loncar ETFs

 

Trustees and Officers

(Unaudited)

 

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

 

Name and

Year of Birth

Position
Held with
the Trust

Term of
Office and
Length of
Time
Served

Principal Occupation(s)
During Past 5 Years

Number of
Portfolios
in Fund
Complex
Overseen
by Trustee

Other
Directorships
Held by
Trustee
During Past
5 Years

Independent Trustees

Leonard M. Rush, CPA
Born: 1946

Lead Independent Trustee and Audit Committee Chairman

Indefinite term; since 2012

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

54

Independent Trustee, Managed Portfolio Series (34 portfolios) (since 2011).

David A. Massart
Born: 1967

Trustee

Indefinite term; since 2012

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

54

Independent Trustee, Managed Portfolio Series (34 portfolios) (since 2011).

Janet D. Olsen
Born: 1956

Trustee

Indefinite term; since 2018

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

54

Independent Trustee, PPM Funds (2 portfolios) (since 2018).

Interested Trustee

         

Michael A. Castino
Born: 1967

Trustee and Chairman

Indefinite term; Trustee since 2014; Chairman since 2013

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

54

None

 

34

 

 

Loncar ETFs

 

Trustees and Officers

(Unaudited) (Continued)

 

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

 

Name and
Year of Birth

Position(s)
Held with
the Trust

Term of
Office and
Length of
Time Served

Principal Occupation(s) During Past 5 Years

Principal Officers of the Trust

Kristina R. Nelson
Born: 1982

President

Indefinite term; since 2019

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

Alyssa M. Bernard

Born: 1988

Vice President

Indefinite term; since 2021

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

Cynthia L. Andrae
Born: 1971

Chief Compliance Officer and Anti-Money Laundering Officer

Indefinite term; since 2022 (other roles since 2021)

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

Kristen M. Weitzel
Born: 1977

Treasurer

Indefinite term; since 2014 (other roles since 2013)

Vice President, U.S. Bancorp Fund Services, LLC (since 2015); Assistant Vice President, U.S. Bancorp Fund Services, LLC (2011–2015).

Isabella K. Zoller
Born: 1994

Secretary

Indefinite term; since 2021 (other roles since 2020)

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

Elizabeth A. Winske
Born: 1983

Assistant Treasurer

Indefinite term; since 2017

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

Jason E. Shlensky

Born: 1987

Assistant Treasurer

Indefinite term; since 2019

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

Jessica L. Vorbeck
Born: 1984

Assistant Treasurer

Indefinite term; since 2020

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

 

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

 

35

 

 

Loncar ETFs

 

Expense Examples

For the Six-Months Ended August 31, 2022 (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 Fund and to compare these costs with the ongoing costs of investing in other funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire six-month period as indicated below in the Expense Example Table.

 

Actual Expenses

 

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

 

Hypothetical Example for Comparison Purposes

 

The second line of the table provides information about hypothetical account values based on a hypothetical return and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as brokerage commissions paid on purchases and sales of Fund shares. Therefore, the second line of the table is useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. If these transactional costs were included, your costs would have been higher.

 

 

36

 

 

Loncar ETFs

 

Expense Examples

For the Six-Months Ended August 31, 2022 (Unaudited) (Continued)

 

Loncar Cancer Immunotherapy ETF

 

 

Beginning
Account Value
March 1, 2022

Ending
Account Value
August 31, 2022

Expenses Paid
During the Period
(1)

Actual

$1,000.00

$ 835.40

$3.65

Hypothetical (5% annual return before expenses)

$1,000.00

$ 1,021.22

$4.02

 

(1)

The dollar amounts shown as expenses paid during the period are equal to the annualized period expense ratio, 0.79%, multiplied by the average account value during the period, multiplied by 184/365, to reflect the one-half year period.

 

Loncar China BioPharma ETF

 

 

Beginning
Account Value
March 1, 2022

Ending
Account Value
August 31, 2022

Expenses Paid
During the Period
(2)

Actual

$1,000.00

$ 780.20

$3.54

Hypothetical (5% annual return before expenses)

$1,000.00

$ 1,021.22

$4.02

 

(2)

The dollar amounts shown as expenses paid during the period are equal to the annualized period expense ratio, 0.79%, multiplied by the average account value during the period, multiplied by 184/365, to reflect the one-half year period.

 

37

 

 

Loncar 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, 2021. 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.

 

38

 

 

Loncar ETFs

 

Approval of Sub-Advisory Agreement & Board Consideration

(Unaudited)

 

Pursuant to Section 15(c) of the Investment Company Act of 1940 (the “1940 Act”), at a meeting held on April 20-21, 2022 (the “Meeting”), the Board of Trustees (the “Board”) of ETF Series Solutions (the “Trust”) approved the continuance of the Investment Sub-Advisory Agreement (the “Sub-Advisory Agreement”) by and among Exchange Traded Concepts, LLC (the “Adviser”), Vident Investment Advisory, LLC (the “Sub-Adviser”), and the Trust, on behalf of the Loncar Cancer Immunotherapy ETF and Loncar China BioPharma ETF (each, a “Fund” and, together, the “Funds”).

 

Prior to the Meeting, the Board, including the Trustees who are not parties to the Sub-Advisory Agreement or “interested persons” of any party thereto, as defined in the 1940 Act (the “Independent Trustees”), reviewed written materials (the “Materials”), including information from the Sub-Adviser regarding, among other things: (i) the nature, extent, and quality of the services provided by the Sub-Adviser; (ii) the historical performance of each Fund; (iii) the cost of the services provided and the profits realized by the Sub-Adviser from services rendered to each applicable Fund; (iv) the extent to which any economies of scale realized by the Sub-Adviser in connection with its services to each Fund are shared with its respective Fund shareholders; (v) any other financial benefits to the Sub-Adviser and its affiliates resulting from services rendered to the Funds; and (vi) other factors the Board deemed to be relevant.

 

The Board also considered that the 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 its role as investment sub-adviser to the Funds, and the Board considered that information alongside the Materials in its consideration of whether the Sub-Advisory Agreement should be continued. Additionally, representatives from the Sub-Adviser provided an oral overview of the services provided to each Fund by the Sub-Adviser and additional information about the Sub-Adviser’s personnel and business operations. The Board then discussed the 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 continuation of the Sub-Advisory Agreement in light of this information.

 

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

 

Nature, Extent, and Quality of Services Provided. The Trustees considered the scope of services provided under the Sub-Advisory Agreement, noting that the Sub-Adviser had provided and would continue to provide investment management services to the Funds. In considering the nature, extent, and quality of the services provided by the Sub-Adviser, the Board considered the quality of the Sub-Adviser’s compliance program and past reports from the Trust’s Chief Compliance Officer (“CCO”) regarding the CCO’s review of the Sub-Adviser’s compliance program. The Board also considered its previous experience with the Sub-Adviser providing investment management services to the Funds, as well as other series of the Trust. The Board noted that it

 

39

 

 

Loncar ETFs

 

APPROVAL OF Sub-Advisory AGREEMENT & BOARD CONSIDERATION

(Unaudited) (Continued)

 

had received a copy of the Sub-Adviser’s registration form and financial statements, as well as the Sub-Adviser’s response to a detailed series of questions that included, among other things, information about the Sub-Adviser’s decision-making process, the background and experience of the firm’s key personnel, and the firm’s compliance policies, marketing practices, and brokerage information.

 

The Board 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 applicable securities laws, regulations, and investment restrictions; responsibility for quarterly reporting to the Board; and implementation of Board directives as they relate to the Funds. 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.

 

Historical Performance. The Board noted that information regarding each Fund’s performance for various time periods had been included in the Materials. The Board considered each Fund’s past investment performance, including for periods ended December 31, 2021. Because each Fund is designed to track the performance of an index, the Board considered, among other things, the extent to which each such Fund tracked its respective index before fees and expenses. The Board noted that, for the time periods reviewed, each Fund performed in-line with its underlying index.

 

Cost of Services Provided and Economies of Scale. The Board reviewed the sub-advisory fees paid by the Adviser to the Sub-Adviser for its services to the Funds. The Board considered that the fees paid to the Sub-Adviser are paid by the Adviser and noted that the fee for each Fund reflected an arm’s-length negotiation between the Adviser and the Sub-Adviser. The Board further determined that the fees 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 exchange-traded funds managed by the Sub-Adviser. The Board also evaluated the compensation and benefits received by the Sub-Adviser from its relationship with the Funds, taking into account analyses of the Sub-Adviser’s profitability with respect to each Fund at various Fund asset levels.

 

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 further noted that because each Fund pays the Adviser a unified fee, any benefits from breakpoints in the sub-advisory fee schedule would accrue to the Adviser, rather

 

40

 

 

Loncar ETFs

 

APPROVAL OF Sub-Advisory AGREEMENT & BOARD CONSIDERATION

(Unaudited) (Continued)

 

than such Fund’s respective shareholders. Consequently, the Board determined that it would monitor fees as the Funds grow to determine whether economies of scale were being effectively shared with the Funds and their shareholders.

 

Conclusion. No single factor was determinative of the Board’s decision to approve the continuation of 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 the Independent Trustees, unanimously determined that the Sub-Advisory Agreement, including the compensation payable under the agreement, was fair and reasonable to each Fund. The Board, including the Independent Trustees, unanimously determined that the approval of the continuation of the Sub-Advisory Agreement was in the best interests of each Fund and its respective shareholders.

 

41

 

 

Loncar ETFs

 

Federal Tax Information

(Unaudited)

 

For the fiscal year ended August 31, 2022, certain dividends paid by the Funds may be subject to a maximum tax rate of 20.0%, 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:

 

Loncar Cancer Immunotherapy ETF

36.49%

Loncar China BioPharma ETF

5.81%

 

For corporate shareholders, the percent of ordinary income distributions qualifying for the corporate dividends received deduction for the fiscal year ended August 31, 2022 was as follows:

 

Loncar Cancer Immunotherapy ETF

29.89%

Loncar China BioPharma ETF

0.00%

 

The Percentage of taxable ordinary income distributions that are designated as short-term capital gain distributions under Internal Revenue Section 871(k)(2)(C) for each Fund were as follows:

 

Loncar Cancer Immunotherapy ETF

0.00%

Loncar China BioPharma ETF

0.00%

 

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 or by accessing the Funds’ website at www.loncarfunds.com. Furthermore, you may obtain the Part F of Form N-PORT on the SEC’s website at www.sec.gov. The Funds’ portfolio holdings are posted on its website at www.loncarfunds.com daily.

 

42

 

 

Loncar 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 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.loncarfunds.com.

 

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.

 

Frequency Distribution of Premiums and Discounts
(Unaudited)

 

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

 

43

 

 

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Adviser

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

 

Sub-Adviser

Vident Investment Advisory, LLC
1125 Sanctuary Parkway, Suite 515
Alpharetta, Georgia 30009

 

Index Provider

Loncar Investments, LLC
P.O. Box 15072
Lenexa, Kansas 66285

 

Distributor

Quasar Distributors, LLC
111 East Kilbourn Avenue, Suite 2200
Milwaukee, Wisconsin 53202

 

Custodian

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

 

Transfer Agent

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

 

Independent Registered Public Accounting Firm

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

 

Legal Counsel

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

 

Loncar Cancer Immunotherapy ETF

Symbol – CNCR
CUSIP – 26922A826

 

Loncar China BioPharma ETF

Symbol – CHNA
CUSIP – 26922A370