Annual Report

 

December 31, 2022

 

Defiance Quantum ETF

Ticker: QTUM

 

Defiance Next Gen Connectivity ETF

Ticker: FIVG

 

Defiance Next Gen H2 ETF

Ticker: HDRO

 

Defiance Hotel, Airline, and Cruise ETF

Ticker: CRUZ

 

Defiance Digital Revolution ETF

Ticker: NFTZ

 

Defiance Daily Short Digitizing the Economy ETF

Ticker: IBIT

 

 

Defiance ETFs

 

TABLE OF CONTENTS

 

 

Page

Message to Investors

1

Letters to Shareholders

3

Fund Performance

14

Portfolio Allocations

20

Schedules of Investments

23

Schedule of Securities Sold Short

32

Statements of Assets and Liabilities

33

Statements of Operations

35

Statements of Changes in Net Assets

37

Financial Highlights

43

Notes to Financial Statements

49

Report of Independent Registered Public Accounting Firm

61

Trustees and Officers

63

Expense Examples

65

Review of Liquidity Risk Management Program

67

Approval of Advisory Agreements and Board Considerations

68

Federal Tax Information

71

Information About Portfolio Holdings

71

Information About Proxy Voting

72

Frequency Distribution of Premiums and Discounts

72

 

 

Defiance ETFs

 

Message to Investors
(Unaudited)

 

December 31, 2022

 

Dear Investor,

 

2022 was a challenging year for investors. Inflation remained stubbornly high, recession fears took the spotlight and we saw significant pull backs in major indices, particularly amongst technology darlings who relinquished their throne. Hawkish fed, rising correlations, recession fears, reduced liquidity and an aggressive rate-hikes gave us no reprise. Investors who were accustomed to a decade-long bull market, and enjoyed the post covid liquidity parade, faced a bitter truth with major indices crashing and ending the year in bear market territory.

 

The themes of 2022 are dripping into the new year. Inflation remains, a projected recession is feared in US, and there remains great uncertainty about the direction of markets. This year is largely expected to be a down, or flat year with the majority of analysts predicting a retest of June lows. The S&P 500® may retest those June lows, but a pivot from the Fed, or at least a halt in the hikes may push the market above the 4500 range into 2023. Whether or not we experience that recession, will matter too. The last GDP print suggests that the economy is holding up, though it is backward looking. Earnings season is off to a good start with 69% of names beating so far, telling us that consensus pessimism may have been overdone. Corporations have cut either workers, inventories or spending, to reduce costs to improve their bottom line. Investments in technologies and digitalization will help lead to more efficient profit outcomes in the future, and this is something that we can expect to see starting to play out towards the end of next year. All of this will have to play out, and until it does, I suspect that investors will await on the sidelines without much conviction.

 

Where do we go from here? The good news is that inflation is actually abating. CPI is down from a high of 9.1% in June to 7.1% in November, and continuing downwards, rather quickly. We see prices falling in several areas of the market outside of services, but those are also likely heading south as consumer pricing power will weaken and disallow continuous inflation. One of the major sticking points for the Fed is wage growth and strong employment. Employment data as we know, is backward looking. Hearing the top firms in the market talk about layoffs and hiring pauses is very likely to impact the bargaining power that employees have had over the years. Tech will also replace some of the jobs that were lost. If labor begins to budge, inflation falls, wages fall and the market eats its valuations as it has to date, we have to think that the Fed will have more reason to pause, gasp and pivot then to continue holding higher for longer beyond 2023. If we do not see a stop on hikes at the 5% level, there is a far larger risk of an impactful recession, and not the slow and steady growth or rolling recession that we are expecting now.

 

History tells us over the past 100 years or so, that markets recover 3-6 months before a recession ends. If you look back to the 1950s, each time that we had peak inflation, 12 years later the S&P 500® returned 12% or more. The annualized performance of the S&P 500® is 10%. The challenges we face right now shall pass. We may get a recession this year, or may sit in a purgatory soft landing, slow down. I do not expect a massive pullback simply given the day-to-day news we are getting from the largest companies in America, holding up well, including a resilient consumer. However, in the meantime we urge investors that calling bottoms or recessions is difficult. We often suggest that investors should not wait for earnings or the markets to bottom out. We may get there, it might be worse, or it may never happen. At this stage, the hangover from the Fed’s intervention continues, and what that does is open up investment opportunities for those investors who can look beyond the current year or two as a potentially bad memory when markets recover. Valuations are more attractive, the sheer pace of tightening cannot continue, and at some point, in 2023 markets are likely to recharge. If you can allocate cash for a year and forget about it, this may just be where your value creation begins.

 

In terms of Defiance’s focus on the markets and relevant opportunities in our funds, we continue to speak to investors about the pros, cons and opportunities that we see across various sectors. In terms of the growth of 5G and Quantum computing, we are keying on recent activities of Microsoft and IBM, on open ai, machine learning and quantum computing. We believe that this is the next opportunity for investors to embrace, and a potentially lucrative one. The important point is that innovation takes time, and this may be a longer-term dollar cost average trade to diversify exposure to the future of tech. In terms of what is working, or could be interesting in the near term. The flood of investment, r&d and political attention on hydrogen and alternative energy is a compelling tailwind for our hydrogen etf. Whether it’s the inflation reduction act, contracts signed by amazon and Microsoft to power their warehouses efficiently, or global goals to replace energy sources for carbon neutral by 2050, HDRO is perfectly suited to participate. In terms of CRUZ, our travel related etf the near-term earnings results and CEO out looks for each airline, cruise and hotel and the continued spend and pricing power allow us to highlight this alternative. With the ongoing crypto will it or won’t it survive, coupled with scandals FTX, collapses Terra Luna, having a short fund in the market gives investors access to an interesting trading tool.

 

1

 

 

Defiance ETFs

 

Message to Investors
(Unaudited) (Continued)

 

We remain committed to our clients and investors, and believe that Defiance will continue to weather these markets. We’ve existed amongst two of the worst market pullbacks in history, and remain dedicated to continuing to pivot, adapt and providing important information about investment opportunities. Time in the market, versus timing the market has prevailed historically.

 

Sincerely,

 

Sylvia Jablonski, Chief Executive Officer
Defiance ETFs LLC, Adviser to the Fund

 

2

 

 

Defiance Quantum ETF

 

Letters to Shareholders
(Unaudited)

 

Dear Shareholders,

 

On behalf of the entire team, we want to express our appreciation for the confidence you have placed in the Defiance Quantum ETF (“QTUM” or the “Fund”). The following information pertains to the fiscal period of January 1, 2022 through December 31, 2022 (the “current fiscal period”).

 

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

 

The Fund had negative performance during the current fiscal period. The market price for QTUM decreased -28.79% and the NAV decreased -28.56%, while the S&P 500®, a broad market index, decreased -18.11% over the same period. The Fund’s Index decreased -28.37%. Meanwhile, outstanding shares ended the period at 2,600,000.

 

For the current fiscal period, the largest positive contributor to return was Northrop Grumman Corporation, adding 0.49% to the return of the Fund, gaining 42.99% with an average weighting of 1.69%. The second largest contributor to return was Lockheed Martin Corporation, adding 0.45% to the return of the Fund, gaining 40.43% with an average weighting of 1.68%. The third largest contributor to return was Booz Allen Hamilton Holding Corporation, adding 0.30% to the return of the Fund, gaining 25.70% with an average weighting of 1.65%.

 

For the current fiscal period, the largest negative contributor to return was IonQ, Inc., detracting -1.30% from the return of the Fund, declining -79.34% with an average weighting of 1.40%. The security contributing second-most negatively Advanced Micro Devices, Inc., detracting -1.28% from the return of the Fund, and declining -54.99% with an average weighting of 1.79%. The third largest negative contributor to return was Atos SE, detracting -1.26% from the return of the Fund, and declining -77.75% with an average weight of 0.96%.

 

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

 

Sincerely,

 

Sylvia Jablonski, Chief Executive Officer
Defiance ETFs LLC, Adviser to the Fund

 

Sylvia Jablonski is registered with Foreside Fund Services, LLC which is not affiliated with Defiance ETFs, LLC or its affiliates.

 

Important Disclosures:

 

Fund holdings and sector allocations are subject to change at any time and should not be considered recommendations to buy or sell any security.

 

The Fund’s investment objectives, risks, charges, and expenses must be considered carefully before investing. The prospectus contains this and other important information about the investment company. Please read it carefully before investing. A hard copy of the prospectus can be requested by calling 833.333.9383 or at defianceetfs.com.

 

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

 

3

 

 

Defiance Quantum ETF

 

Letters to Shareholders
(Unaudited) (Continued)

 

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

 

The “BlueStar Quantum Computing and Machine Learning Index”, “BQTUM Index” (collectively “Quantum Computing and Machine Learning Index”), is the exclusive property and a trademark of BlueStar Global Investors LLC d/b/a BlueStar Indexes® and has been licensed for use for certain purposes by Defiance ETFs LLC. Products based on the Quantum Computing and Machine Learning Index are not sponsored, endorsed, sold, or promoted by BlueStar Global Investors, LLC or BlueStar Indexes®, and BlueStar Global Investors, LLC and BlueStar Indexes® makes no representation regarding the advisability of trading in such product(s). It is not possible to invest directly in an index.

 

Total return represents changes to the NAV and accounts for distributions from the Fund.

 

Median 30-Day Spread is a calculation of Fund’s median bid-ask spread, expressed as a percentage rounded to the nearest hundredth, computed by: identifying the Fund’s national best bid and national best offer as of the end of each 10 second interval during each trading day of the last 30 calendar days; dividing the difference between each such bid and offer by the midpoint of the national best bid and national best offer; and identifying the median of those values.

 

Diversification does not ensure a profit nor protect against loss in a declining market.

 

Commissions may be charged on trades.

 

Go to defianceetfs.com/QTUM to read more about QTUM including current performance and holdings information. Fund holdings are subject to change and should not be considered recommendations to buy or sell any securities.

 

QTUM is distributed by Foreside Fund Services, LLC.

 

4

 

 

Defiance Next Gen Connectivity ETF

 

Letters to Shareholders
(Unaudited) (Continued)

 

Dear Shareholders,

 

On behalf of the entire team, we want to express our appreciation for the confidence you have placed in the Defiance Next Gen Connectivity ETF (“FIVG” or the “Fund”). The following information pertains to the fiscal period of January 1, 2022 through December 31, 2022 (the “current fiscal period”).

 

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

 

The Fund had negative performance during the current fiscal period. The market price for FIVG decreased -27.27% and the NAV decreased -27.20%, while the S&P 500®, a broad market index, decreased -18.11% over the same period. The Fund’s Index decreased -27.29%. Meanwhile, outstanding shares ended the period at 23,100,000.

 

For the current fiscal period, the largest positive contributor to return was Resonant, Inc., adding 0.65% to the return of the Fund, gaining 161.99% with an average weighting of 0.18%. The second largest contributor to return was T-Mobile US, Inc., adding 0.49% to the return of the Fund, gaining 20.71% with an average weighting of 3.03%. The third largest contributor to return was Amdocs, Ltd., adding 0.31% to the return of the Fund, gaining 23.76% with an average weighting of 1.74%.

 

For the current fiscal period, the largest negative contributor to return was Advanced Micro Devices, Inc., detracting -3.79% from the return of the Fund, declining -54.99% with an average weighting of 5.19%. The security contributing second-most negatively Marvell Technology, Inc., detracting -2.24% from the return of the Fund, and declining -57.49% with an average weighting of 3.25%. The third largest negative contributor to return was QUALCOMM, Inc., detracting -1.93% from the return of the Fund, and declining -38.61% with an average weight of 4.77%.

 

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

 

Sincerely,

 

Sylvia Jablonski, Chief Executive Officer
Defiance ETFs LLC, Adviser to the Fund

 

Sylvia Jablonski is registered with Foreside Fund Services, LLC which is not affiliated with Defiance ETFs, LLC or its affiliates.

 

Important Disclosures:

 

Fund holdings and sector allocations are subject to change at any time and should not be considered recommendations to buy or sell any security.

 

The Fund’s investment objectives, risks, charges, and expenses must be considered carefully before investing. The prospectus contains this and other important information about the investment company. Please read carefully before investing. A hard copy of the prospectuses can be requested by calling 833.333.9383 or at defianceetfs.com.

 

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

 

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

 

5

 

 

Defiance Next Gen Connectivity ETF

 

Letters to Shareholders
(Unaudited) (Continued)

 

The “BlueStar 5G Communications Index”, “BFIVGTR Index” (collectively “5G Communications Index”), is the exclusive property and a trademark of BlueStar Global Investors LLC d/b/a BlueStar Indexes® and has been licensed for use for certain purposes by Defiance ETFs LLC. Products based on the Global 5G Communications Index* are not sponsored, endorsed, sold or promoted by BlueStar Global Investors, LLC or BlueStar Indexes®, and BlueStar Global Investors, LLC and BlueStar Indexes® makes no representation regarding the advisability of trading in such product(s). It is not possible to invest directly in an index.

 

The Defiance Next Gen Connectivity ETF is the first ETF to emphasize securities whose products and services are predominantly tied to the development of 5G networking and communication technologies. The Fund does this by tracking The BlueStar 5G Communications Index. The Fund attempts to invest all, or substantially all, of its assets in the component securities that make up the Index.

 

Total return represents changes to the NAV and accounts for distributions from the Fund.

 

Median 30-Day Spread is a calculation of Fund’s median bid-ask spread, expressed as a percentage rounded to the nearest hundredth, computed by: identifying the Fund’s national best bid and national best offer as of the end of each 10 second interval during each trading day of the last 30 calendar days; dividing the difference between each such bid and offer by the midpoint of the national best bid and national best offer; and identifying the median of those values.

 

Diversification does not ensure a profit nor protect against loss in a declining market.

 

Commissions may be charged on trades.

 

Go to defianceetfs.com/FIVG to read more about FIVG including current performance and holdings information. Fund holdings are subject to change and should not be considered recommendations to buy or sell any securities.

 

FIVG is distributed by Foreside Fund Services, LLC.

 

6

 

 

Defiance Next Gen H2 ETF

 

Letters to Shareholders
(Unaudited) (Continued)

 

Dear Shareholders,

 

On behalf of the entire team, we want to express our appreciation for the confidence you have placed in the Defiance Next Gen H2 ETF (“HDRO” or the “Fund”). The following information pertains to the fiscal period of January 1, 2022 through December 31, 2022 (the “current fiscal period”).

 

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

 

The Fund had negative performance during the current fiscal period. The market price for HDRO decreased -50.89% and the NAV decreased -50.98%, while the S&P 500®, a broad market index, decreased -18.11% over the same period. The Fund’s Index decreased -50.99%. Meanwhile, outstanding shares ended the period at 4,050,000.

 

For the current fiscal period, the largest positive contributor to return was Air Products and Chemicals, Inc. adding 1.05% to the return of the Fund, gaining 30.34% with an average weighting of 2.48%. The second largest contributor to return was Linde plc, adding 0.14% to the return of the Fund, gaining 3.58% with an average weighting of 4.58%. The third largest contributor to return was Everfuel AS, adding 0.10% to the return of the Fund, despite a decline of 4.78% with an average weighting of 0.71%

 

For the current fiscal period, the largest negative contributor to return was ITM Power plc, detracting -5.60% from the return of the Fund, and declining -79.35% with an average weight of 5.27%. The security contributing second-most negatively was Advent Technologies Holdings, Inc., detracting -5.12% from the return of the Fund, and declining -81.87% with an average weighting of 2.27%. The third largest negative contributor to return was Ballard Power Systems, Inc., detracting -5.03% from the return of the Fund, declining -61.26% with an average weighting of 6.55%.”We look forward to keeping you well informed as things progress.

 

Sincerely,

 

Sylvia Jablonski, Chief Executive Officer
Defiance ETFs LLC, Adviser to the Fund

 

Sylvia Jablonski is registered with Foreside Fund Services, LLC which is not affiliated with Defiance ETFs, LLC or its affiliates.

 

Important Disclosures:

 

Fund holdings and sector allocations are subject to change at any time and should not be considered recommendations to buy or sell any security.

 

The Fund’s investment objectives, risks, charges, and expenses must be considered carefully before investing. The prospectus contains this and other important information about the investment company. Please read carefully before investing. A hard copy of the prospectuses can be requested by calling 833.333.9383 or at defianceetfs.com.

 

Investing involves risk. Principal loss is possible. As an ETF, the Fund may trade at a premium or discount to NAV. Shares of any ETF are bought and sold at market price (not NAV) and are not individually redeemed from the Fund. The Fund is not actively managed and would not sell a security due to current or projected under performance unless that security is removed from the Index or is required upon a reconstitution of the Index. A portfolio concentrated in a single industry or country, may be subject to a higher degree of risk. Specifically, the Index (and as a result, the Fund) is expected to be concentrated in hydrogen and fuel cell companies. Such companies may depend largely on the availability of hydrogen gas, certain third-party key suppliers for components in their products, and a small number of customers for a significant portion of their business. The Fund is considered to be non-diversified, so it may invest more of its assets in the securities of a single issuer or a smaller number of issuers. Investments in foreign securities involve certain risks including risk of loss due to foreign currency fluctuations or to political or economic instability. This risk is magnified in emerging markets. Small and mid-cap companies are subject to greater and more unpredictable price changes than securities of large-cap companies.

 

The BlueStar Hydrogen & NextGen Fuel Cell Index is the exclusive property and a trademark of BlueStar Global Investors LLC d/b/a BlueStar Indexes® and has been licensed for use for certain purposes by Defiance ETFs LLC. Products based on the BlueStar Hydrogen & NextGen Fuel Cell Index are not sponsored, endorsed, sold or promoted by BlueStar Global Investors, LLC or BlueStar Indexes®, and BlueStar Global Investors, LLC and BlueStar Indexes® makes no representation regarding the advisability of trading in such product(s).

 

7

 

 

Defiance Next Gen H2 ETF

 

Letters to Shareholders
(Unaudited) (Continued)

 

Total return represents changes to the NAV and accounts for distributions from the Fund.

 

Median 30-Day Spread is a calculation of Fund’s median bid-ask spread, expressed as a percentage rounded to the nearest hundredth, computed by: identifying the Fund’s national best bid and national best offer as of the end of each 10 second interval during each trading day of the last 30 calendar days; dividing the difference between each such bid and offer by the midpoint of the national best bid and national best offer; and identifying the median of those values.

 

Commissions may be charged on trades.

 

Go to defianceetfs.com/HDRO to read more about HDRO including current performance and holdings information. Fund holdings are subject to change and should not be considered recommendations to buy or sell any securities.

 

HDRO is distributed by Foreside Fund Services, LLC

 

8

 

 

Defiance Hotel, Airline, and Cruise ETF

 

Letters to Shareholders
(Unaudited) (Continued)

 

Dear Shareholders,

 

On behalf of the entire team, we want to express our appreciation for the confidence you have placed in the Defiance Hotel, Airline, and Cruise ETF (“CRUZ” or the “Fund”). The following information pertains to the fiscal period of January 1, 2022 through December 31, 2022 (the “current fiscal period”).

 

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

 

The Fund had negative performance during the current fiscal period. The market price for CRUZ decreased -24.26% and the NAV decreased -23.80%, while the S&P 500®, a broad market index, decreased -18.11% over the same period. The Fund’s Index decreased -23.62%. Meanwhile, outstanding shares ended the period at 3,075,000.

 

For the current fiscal period, the largest positive contributor to return was H World Group, Ltd., adding 0.33% to the return of the Fund, gaining 14.33% with an average weighting of 1.98%. The second largest contributor to return was Deutsche Lufthansa AG, adding 0.32% to the return of the Fund, gaining 17.85% with an average weighting of 1.47%. The third largest contributor to return was Qantas Airways, Ltd., adding 0.26% to the return of the Fund, gaining 11.86% with an average weighting of 1.68%.

 

For the current fiscal period, the largest negative contributor to return was Carnival Corporation, detracting -5.17% from the return of the Fund, declining -59.94% with an average weighting of 6.22%. The security contributing second-most negatively was Norwegian Cruise Line Holdings, Inc., detracting -3.27% from the return of the Fund, and declining -40.98% with an average weighting of 4.63%. The third largest negative contributor to return was Royal Caribbean Cruises, Ltd., detracting -3.06% from the return of the Fund, and declining -35.72% with an average weight of 5.78%.

 

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

 

Sincerely,

 

Sylvia Jablonski, Chief Executive Officer
Defiance ETFs LLC, Adviser to the Fund

 

Sylvia Jablonski is registered with Foreside Fund Services, LLC which is not affiliated with Defiance ETFs, LLC or its affiliates.

 

Important Disclosures:

 

Fund holdings and sector allocations are subject to change at any time and should not be considered recommendations to buy or sell any security.

 

The Fund’s investment objectives, risks, charges, and expenses must be considered carefully before investing. The prospectus contains this and other important information about the investment company. Please read it carefully before investing. A hard copy of the prospectus can be requested by calling 833.333.9383 or at defianceetfs.com.

 

Investing involves risk. Principal loss is possible. As an ETF, the Fund may trade at a premium or discount to NAV. Shares of any ETF are bought and sold at market price (not NAV) and are not individually redeemed from the Fund. Brokerage commissions will reduce returns. The Fund is not actively managed and would not sell a security due to current or projected under performance unless that security is removed from the Index or is required upon a reconstitution of the Index.

 

A portfolio concentrated in a single industry or country, may be subject to a higher degree of risk. Specifically, the Index (and as a result, the Fund) is expected to be concentrated in passenger airline, hotel and resort, and cruise industries (“Travel Companies”). Travel Company revenues are heavily influenced by the condition of the U.S. and foreign economies and may be adversely affected by a downturn in economic conditions that can result in decreased demand for leisure and business travel. Travel Companies may be significantly affected by uncertainty in travel, including guest safety, security and privacy, changes in labor relations and insurance costs, issues affecting equipment reliability and longevity, changes in fuel prices, and shortages of experienced personnel.

 

9

 

 

Defiance Hotel, Airline, and Cruise ETF

 

Letters to Shareholders
(Unaudited) (Continued)

 

Beginning in the first quarter of 2020, financial markets in the United States and around the world experienced extreme volatility and severe losses due to the global pandemic caused by COVID-19, a novel coronavirus. The pandemic has resulted in a wide range of social and economic disruptions, including closed borders and reduced or prohibited domestic or international travel. Some sectors of the economy and individual issuers, including Travel Companies, have experienced particularly large losses. Such disruptions may continue for an extended period of time or reoccur in the future to a similar or greater extent.

 

The Fund is considered to be non-diversified, so it may invest more of its assets in the securities of a single issuer or a smaller number of issuers. To the extent the Fund is invested in companies of a single country or region, local political and economic conditions and changes in regulatory, tax, or economic policy could significantly affect the market in that country and in surrounding or related countries and have a negative impact on the Fund’s performance. Investments in foreign securities involve certain risks including risk of loss due to foreign currency fluctuations or to political or economic instability, and these risks are magnified in emerging markets. Small and mid-cap companies are subject to greater and more unpredictable price changes than securities of large-cap companies.

 

The BlueStar Global Hotels, Airlines, and Cruises Index (the “Index”) is a rules-based index that consists of globally-listed stocks of companies that derive at least 50% of their revenues from the passenger airline, hotel and resort, or cruise industries (“Travel Companies”) as determined by MV Index Solutions. The Index is a registered trademark of MV Index Solutions and is protected through various intellectual property rights and unfair competition and misappropriation laws and has been licensed for use for certain purposes by Defiance ETFs LLC. Products based on the Index are not sponsored, endorsed, sold or promoted by MV Index Solutions, no representation is made regarding the advisability of trading in such product(s). It is not possible to invest directly in an index.

 

CRUZ is distributed by Foreside Fund Services, LLC.

 

10

 

 

Defiance Digital Revolution ETF

 

Letters to Shareholders
(Unaudited) (Continued)

 

Dear Shareholders,

 

On behalf of the entire team, we want to express our appreciation for the confidence you have placed in the Defiance Next Gen Digital Revolution ETF (“NFTZ” or the “Fund”). The following information pertains to the fiscal period of January 1, 2022 through December 31, 2022 (the “current fiscal period”).

 

The Fund seeks to track the total return performance, before fees and expenses, The BITA NFT and Blockchain Select Index (the “Index”). The Index aims to track the performance of a portfolio of publicly listed companies with relevant thematic exposure to the NFT (Non-Fungible Tokens), blockchain and cryptocurrency ecosystems. The index is rebalanced on a quarterly basis.

 

The Fund had negative performance during the current fiscal period. The market price for NFTZ decreased -76.48% and the NAV decreased -76.11%, while the S&P 500, a broad market index, decreased -18.11% over the same period. The Fund’s Index decreased -76.01%. Meanwhile, outstanding shares ended the period at 900,000.

 

For the current fiscal period, the largest positive contributor to return was Nexon Company, Ltd., adding 0.63% to the return of the Fund, gaining 24.11% with an average weighting of 1.45%. The second largest contributor to return was International Business Machines Corporation, adding 0.29% to the return of the Fund, gaining 12.03% with an average weighting of 1.51%. The third largest contributor to return was Eqonex, Ltd., adding 0.03% to the return of the Fund, gaining 14.97% with an average weighting of 0.12%

 

For the current fiscal period, the largest negative contributor to return was Core Scientific, Inc., detracting -5.03% from the return of the Fund, and declining -97.79% with an average weight of 2.23%. The security contributing second-most negatively was Voyager Digital, Ltd., detracting -4.28% from the return of the Fund, and declining -97.95% with an average weighting of 1.43%. The third largest negative contributor to return was Bitfarms, Ltd./Canada, detracting -4.20% from the return of the Fund, declining -91.82% with an average weighting of 3.24%.

 

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

 

Sincerely,

 

Sylvia Jablonski, Chief Executive Officer
Defiance ETFs LLC, Adviser to the Fund

 

Sylvia Jablonski is registered with Foreside Fund Services, LLC which is not affiliated with Defiance ETFs, LLC or its affiliates.

 

Important Disclosures:

 

Fund holdings and sector allocations are subject to change at any time and should not be considered recommendations to buy or sell any security.

 

The Fund’s investment objectives, risks, charges, and expenses must be considered carefully before investing. The prospectus contains this and other important information about the investment company. Please read carefully before investing. A hard copy of the prospectuses can be requested by calling 833.333.9383 or at defianceetfs.com.

 

Investing involves risk. Principal loss is possible. As an ETF, the Fund may trade at a premium or discount to NAV. Shares of any ETF are bought and sold at market price (not NAV) and are not individually redeemed from the Fund. The Fund is not actively managed and would not sell a security due to current or projected under-performance unless that security is removed from the Index or is required upon a reconstitution of the Index.

 

The Index, and consequently the Fund, is expected to concentrate its investments (i.e., hold more than 25% of its total assets) in the securities of Crypto and Blockchain Companies. As a result, the value of the Fund’s shares may rise and fall more than the value of shares of a fund that invests in securities of companies in a broader range of industries.

 

The mechanics of using blockchain technology to transact in digital or other types of assets, such as securities or derivatives, is relatively new and untested. There is no assurance that widespread adoption will occur. A lack of expansion in the usage of blockchain technology could adversely affect Crypto and Blockchain Companies. Transacting on a blockchain depends in part specifically on the use of cryptographic keys that are required to access a user’s account (or “wallet”). The theft, loss, or destruction of these keys could adversely affect a user’s ownership claims over an asset or a company’s business or operations if it was dependent on the blockchain.

 

11

 

 

Defiance Digital Revolution ETF

 

Letters to Shareholders
(Unaudited) (Continued)

 

The Fund is considered to be 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. As a result, the Fund may be more exposed to the risks associated with and developments affecting an individual issuer or a smaller number of issuers than a fund that invests more widely. This may increase the Fund’s volatility and cause the performance of a relatively smaller number of issuers to have a greater impact on the Fund’s performance.

 

Investments in non-U.S. securities involve certain risks that may not be present with investments in U.S. securities. For example, investments in non-U.S. securities may be subject to risk of loss due to foreign currency fluctuations or to political or economic instability. There may be less information publicly available about a non-U.S. issuer than a U.S. issuer.

 

The BITA NFT and Blockchain Select Index is a rules-based index that consists of the common stock (or depositary receipts) of companies that are building a platform for developing technology to use, or have at least one use or test case for using, NFT (Non-Fungible Token), cryptocurrency trading platforms, cryptocurrency mining, cryptocurrency banking or related services, or blockchain-related technology, as well as companies that have announced publicly that they intend to enter such space or have begun working on such products (collectively, “Crypto and Blockchain Companies”). The Index consists of companies listed on North American and European exchanges and aims to capture the potential upside generated by earnings related to the adoption of crypto- and blockchain-related technologies, including NFTs and cryptocurrency.

 

Neither the Fund nor its relative Index will invest directly in NFTs or any funds investing in NFTs. The Index, and as a result the Fund, are currently limited to investments in companies with exposure to the NFT ecosystem. As a result, the Fund’s price movement will not track individual or collections of NFTs. Since NFTs are an emerging technology, the Index is currently expected to consist of companies whose activities in the NFT ecosystem comprise a smaller portion of their revenues, profits, or investments relative to other activities or industries in which they engage. There can be no guarantee that a company’s activities in the NFT ecosystem will become significant for the company or that its economic fortunes will be tied to such activities in the future.

 

Go to defianceetfs.com/NFTZ to read more about NFTZ including current performance and holdings information. Fund holdings are subject to change and should not be considered recommendations to buy or sell any securities.

 

NFTZ is distributed by Foreside Fund Services, LLC.

 

12

 

 

Defiance Daily Short Digitizing the Economy ETF

 

Letters to Shareholders
(Unaudited) (Continued)

 

Dear Shareholders,

 

On behalf of the entire team, we want to express our appreciation for the confidence you have placed in the Defiance Daily Short Digitizing the Economy ETF (“IBIT” or the “Fund”). The following information pertains to the fiscal period from inception on September 7, 2022 through December 31, 2022 (the “current fiscal period”).

 

The Fund seeks to reflect the inverse performance of BLOK, the Amplify Transformational Data ETF, on a daily basis.

 

The Fund had positive performance during the current fiscal period. The market price for IBIT increased 25.58% and the NAV increased 25.82%, while the S&P 500®, a broad market index, decreased 2.99% over the same period. Meanwhile, outstanding shares ended the period at 30,000.

 

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

 

Sincerely,

 

Sylvia Jablonski, Chief Executive Officer
Defiance ETFs LLC, Adviser to the Fund

 

Sylvia Jablonski is registered with Foreside Fund Services, LLC which is not affiliated with Defiance ETFs, LLC or its affiliates.

 

Important Disclosures:

 

Fund holdings and sector allocations are subject to change at any time and should not be considered recommendations to buy or sell any security.

 

The Fund’s investment objectives, risks, charges, and expenses must be considered carefully before investing. The prospectus contains this and other important information about the investment company. Please read carefully before investing. A hard copy of the prospectuses can be requested by calling 833.333.9383 or at defianceetfs.com.

 

Investing involves risk. Principal loss is possible. As an ETF, the Fund may trade at a premium or discount to NAV. Shares of any ETF are bought and sold at market price (not NAV) and are not individually redeemed from the Fund. The Fund is not actively managed and would not sell a security due to current or projected under-performance unless that security is removed from the Index or is required upon a reconstitution of the Index.

 

The Fund is considered to be 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. As a result, the Fund may be more exposed to the risks associated with and developments affecting an individual issuer or a smaller number of issuers than a fund that invests more widely. This may increase the Fund’s volatility and cause the performance of a relatively smaller number of issuers to have a greater impact on the Fund’s performance.

 

The Fund shorts the Amplify Transformational Data ETF (NYSE: “BLOK”), which invests in companies actively engaged in blockchain and crypto technology. Companies that rely heavily on technology are particularly vulnerable to rapid changes in technology product cycles, rapid product obsolescence, government regulation, competition, and cybersecurity incidents. Neither BLOK or IBIT invests directly into bitcoin or cryptocurrency.

 

IBIT is new with a limited operating history.

 

Total return represents changes to the NAV and accounts for distribution from the Fund.

 

Commissions may be charged on trades.

 

Go to defianceetfs.com/IBIT to read more about IBIT including current performance and holdings information. Fund holdings are subject to change and should not be considered recommendations to buy or sell any securities.

 

IBIT is distributed by Foreside Fund Services, LLC.

 

13

 

 

Defiance Quantum ETF

 

Performance Summary
(Unaudited)

 

Growth of $10,000

 

 

Average Annual Returns
Year Ended December 31, 2022

One Year

Three Years

Since Inception
(9/4/2018)

Defiance Quantum ETF - NAV

-28.56%

11.12%

11.91%

Defiance Quantum ETF - Market

-28.79%

11.01%

11.85%

BlueStar Quantum Computing and Machine Learning Index®

-28.37%

11.72%

12.46%

S&P 500® Index

-18.11%

7.66%

8.61%

 

This chart illustrates the performance of a hypothetical $10,000 investment made on September 4, 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.

 

The 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 sold or redeemed, may be worth more or less than their original cost and current performance may be lower or higher than the performance quoted. For performance current to most recent month end please visit www.defianceetfs.com. The gross expense ratio from the April 30, 2022 prospectus is 0.40%.

 

14

 

 

Defiance Next Gen Connectivity ETF

 

Performance Summary
(Unaudited)

 

Growth of $10,000

 

 

Average Annual Returns
Year Ended December 31, 2022

One Year

Three Years

Since Inception
(3/4/2019)

Defiance Next Gen Connectivity ETF - NAV

-27.20%

5.88%

6.09%

Defiance Next Gen Connectivity ETF - Market

-27.27%

5.84%

6.07%

BlueStar 5G Communications IndexTM

-27.29%

6.07%

6.32%

S&P 500® Index

-18.11%

7.66%

10.54%

 

This chart illustrates the performance of a hypothetical $10,000 investment made on March 4, 2019, 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.

 

The 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 sold or redeemed, may be worth more or less than their original cost and current performance may be lower or higher than the performance quoted. For performance current to most recent month end please visit www.defianceetfs.com. The gross expense ratio from the April 30, 2022 prospectus is 0.30%.

 

15

 

 

Defiance Next Gen H2 ETF

 

Performance Summary
(Unaudited)

 

Growth of $10,000

 

 

Average Annual Returns
Year Ended December 31, 2022

One Year

Since Inception
(3/9/2021)

Defiance Next Gen H2 ETF - NAV

-50.98%

-44.41%

Defiance Next Gen H2 ETF - Market

-50.89%

-44.32%

BlueStar Hydrogen & NextGen Fuel Cell Index

-50.99%

-44.02%

S&P 500® Index

-18.11%

1.02%

 

This chart illustrates the performance of a hypothetical $10,000 investment made on March 9, 2021, 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.

 

The 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 sold or redeemed, may be worth more or less than their original cost and current performance may be lower or higher than the performance quoted. For performance current to most recent month end please visit www.defianceetfs.com. The gross expense ratio from the April 30, 2022 prospectus is 0.30%.

 

16

 

 

Defiance Hotel, Airline, and Cruise ETF

 

Performance Summary
(Unaudited)

 

Growth of $10,000

 

 

Average Annual Returns
Year Ended December 31, 2022

One Year

Since Inception
(6/3/2021)

Defiance Hotel, Airline, and Cruise ETF - NAV

-23.80%

-23.00%

Defiance Hotel, Airline, and Cruise ETF - Market

-24.26%

-23.13%

BlueStar Global Hotels, Airlines, and Cruises Index

-23.62%

-22.86%

S&P 500® Index

-18.11%

-3.97%

 

This chart illustrates the performance of a hypothetical $10,000 investment made on June 3, 2021, 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.

 

The 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 sold or redeemed, may be worth more or less than their original cost and current performance may be lower or higher than the performance quoted. For performance current to most recent month end please visit www.defianceetfs.com. The gross expense ratio from the April 30, 2022 prospectus is 0.45%.

 

17

 

 

Defiance Digital Revolution ETF

 

Performance Summary
(Unaudited)

 

Growth of $10,000

 

 

Average Annual Returns
Year Ended December 31, 2022

One Year

Since Inception
(12/1/2021)

Defiance Digital Revolution ETF - NAV

-76.11%

-79.32%

Defiance Digital Revolution ETF - Market

-76.48%

-79.57%

BITA NFT and Blockchain Select Index

-76.01%

-79.25%

S&P 500® Index

-18.11%

-12.47%

 

This chart illustrates the performance of a hypothetical $10,000 investment made on December 1, 2021, 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.

 

The 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 sold or redeemed, may be worth more or less than their original cost and current performance may be lower or higher than the performance quoted. For performance current to most recent month end please visit www.defianceetfs.com. The gross expense ratio from the April 30, 2022 prospectus is 0.65%.

 

18

 

 

Defiance Daily Short Digitizing the Economy ETF

 

Performance Summary
(Unaudited)

 

Growth of $10,000

 

 

Cumulative Returns
Period Ended December 31, 2022

Since Inception
(9/7/2022)

Defiance Daily Short Digitizing the Economy ETF - NAV

25.82%

Defiance Daily Short Digitizing the Economy ETF - Market

25.58%

S&P 500® Index

-2.99%

 

This chart illustrates the performance of a hypothetical $10,000 investment made on September 7, 2022, 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.

 

The 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 sold or redeemed, may be worth more or less than their original cost and current performance may be lower or higher than the performance quoted. For performance current to most recent month end please visit www.defianceetfs.com. The gross expense ratio from the September 2, 2022 prospectus is 4.70%.

 

19

 

 

Defiance ETFs

 

Portfolio Allocations

As of December 31, 2022 (Unaudited)

 

Defiance Quantum ETF

 

Country

Percentage of
Net Assets

United States

56.8%

Japan

13.3

Taiwan

5.5

China

4.5

Netherlands

4.2

France

3.0

Switzerland

2.9

Israel

1.4

Italy

1.4

Finland

1.4

India

1.4

Germany

1.4

Ireland

1.4

Canada

1.1

Short-Term Investments and Other Assets and Liabilities

0.3

Total

100.0%

 

Defiance Next Gen Connectivity ETF

 

Sector

Percentage of
Net Assets

Information Technology (a)

71.1%

Communication Services

18.0

Real Estate

9.1

Consumer Discretionary

1.0

Short-Term Investments and Other Assets and Liabilities

0.8

Total

100.0%

 

(a)

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

 

 

20

 

 

Defiance ETFs

 

Portfolio Allocations

As of December 31, 2022 (Unaudited) (Continued)

 

Defiance Next Gen H2 ETF

 

Country

Percentage of
Net Assets

United States

27.0%

Republic of Korea

19.8

United Kingdom

15.6

France

7.9

Norway

6.7

Sweden

6.2

Canada

6.0

Germany

4.6

Italy

4.2

Japan

1.1

Short-Term Investments and Other Assets and Liabilities

0.9

Total

100.0%

 

Defiance Hotel, Airline, and Cruise ETF

 

Country

Percentage of
Net Assets

United States

62.8%

United Kingdom

7.3

Japan

5.1

China

3.8

Ireland

3.2

France

2.5

Germany

1.9

Singapore

1.9

Taiwan

1.8

Republic of Korea

1.8

Australia

1.5

Thailand

1.3

Hong Kong

1.2

Canada

1.1

Short-Term Investments and Other Assets and Liabilities

0.8

Panama

0.6

Switzerland

0.6

Mexico

0.4

Brazil

0.4

Total

100.0%

 

 

21

 

 

Defiance ETFs

 

Portfolio Allocations

As of December 31, 2022 (Unaudited) (Continued)

 

Defiance Digital Revolution ETF

 

Country

Percentage of
Net Assets

United States

64.5%

Republic of Korea

13.5

Canada

9.2

Japan

5.1

China

3.8

Australia

1.5

United Kingdom

1.0

Germany

0.7

Short-Term Investments and Other Assets and Liabilities

0.7

Total

100.0%

 

Defiance Daily Short Digitizing the Economy ETF

 

Investment Type

Percentage of
Net Assets

U.S. Treasury Bills

79.0%

Other Assets and Liabilities

19.9

Money Market Funds

1.1

Total

100.0%

 

22

 

 

Defiance Quantum ETF

 

Schedule of Investments
December 31, 2022

 

 

Shares

 

Security Description

 

Value

 
     

COMMON STOCKS — 99.7%

       
       

Communication Services — 7.3%

       
    15,895  

Alphabet, Inc. - Class A (a)

  $ 1,402,416  
    13,171  

Baidu, Inc. - ADR (a)

    1,506,499  
    484,894  

Koninklijke KPN NV

    1,495,580  
    55,500  

Nippon Telegraph & Telephone Corporation

    1,582,409  
    154,145  

Orange SA - ADR (b)

    1,522,953  
              7,509,857  
       

Consumer Discretionary — 1.5%

       
    17,085  

Alibaba Group Holding, Ltd. - ADR (a)

    1,505,018  
                 
       

Industrials — 15.0%

       
    48,838  

ABB, Ltd. - ADR (b)

    1,487,605  
    13,254  

Airbus SE

    1,570,411  
    14,203  

Booz Allen Hamilton Holding Corporation

    1,484,497  
    29,000  

Hitachi, Ltd.

    1,470,605  
    7,070  

Honeywell International, Inc.

    1,515,101  
    3,136  

Lockheed Martin Corporation

    1,525,633  
    155,500  

Mitsubishi Electric Corporation

    1,547,988  
    2,793  

Northrop Grumman Corporation (b)

    1,523,889  
    15,237  

Raytheon Technologies Corporation

    1,537,718  
    46,800  

Toshiba Corporation

    1,632,653  
              15,296,100  
       

Information Technology — 74.5% (c)

       
    5,264  

Accenture plc - Class A

    1,404,646  
    21,515  

Advanced Micro Devices, Inc. (a)

    1,393,527  
    54,000  

Alchip Technologies, Ltd.

    1,384,458  
    35,119  

Alteryx, Inc. - Class A (a)

    1,779,480  
    19,783  

Ambarella, Inc. (a)

    1,626,756  
    9,090  

Analog Devices, Inc.

    1,491,033  
    14,222  

Applied Materials, Inc.

    1,384,938  
    2,510  

ASML Holding NV - NY

    1,371,464  
    170,000  

Asustek Computer, Inc.

    1,485,090  
    345,327  

BlackBerry, Ltd. (a)(b)

    1,125,766  
    9,397  

Cadence Design Systems, Inc. (a)

    1,509,534  
    20,382  

Cirrus Logic, Inc. (a)

    1,518,051  
    29,026  

Elastic NV (a)

    1,494,839  
    11,200  

Fujitsu, Ltd.

    1,495,229  
    93,965  

Hewlett Packard Enterprise Company

    1,499,681  
    46,549  

Infineon Technologies AG

    1,412,382  
    53,268  

Intel Corporation

    1,407,873  
    10,247  

International Business Machines Corporation

    1,443,700  
    346,915  

IonQ, Inc. (a)(b)

    1,196,857  
    47,203  

Juniper Networks, Inc.

    1,508,608  
    3,888  

KLA Corporation

    1,465,893  
       

COMMON STOCKS — 99.7% (Continued)

       

Information Technology — 74.5% (c) (Continued)

    3,397  

Lam Research Corporation

  $ 1,427,759  
    21,729  

Lattice Semiconductor Corporation (a)(b)

    1,409,777  
    37,344  

Marvell Technology, Inc.

    1,383,222  
    65,000  

MediaTek, Inc.

    1,321,761  
    20,060  

Microchip Technology, Inc.

    1,409,215  
    28,039  

Micron Technology, Inc.

    1,401,389  
    6,175  

Microsoft Corporation

    1,480,888  
    18,464  

MKS Instruments, Inc. (b)

    1,564,455  
    38,595  

National Instruments Corporation (b)

    1,424,155  
    43,800  

NEC Corporation

    1,538,618  
    313,087  

Nokia Corporation - ADR

    1,452,724  
    100,600  

NTT Data Corporation

    1,473,032  
    20,770  

NVE Corporation

    1,344,857  
    9,362  

NVIDIA Corporation

    1,368,163  
    9,205  

NXP Semiconductors NV

    1,454,666  
    21,515  

ON Semiconductor Corporation (a)(b)

    1,341,891  
    19,867  

Onto Innovation, Inc. (a)

    1,352,744  
    12,766  

QUALCOMM, Inc.

    1,403,494  
    161,900  

Renesas Electronics Corporation (a)

    1,452,186  
    12,759  

Reply SpA

    1,457,020  
    1,509,081  

Rigetti Computing, Inc. (a)(b)

    1,100,422  
    5,341,000  

SenseTime Group, Inc. - Class B (a)(d)

    1,519,167  
    18,025  

Splunk, Inc. (a)

    1,551,772  
    40,039  

STMicroelectronics NV - NY (b)

    1,424,187  
    15,177  

Synaptics, Inc. (a)(b)

    1,444,243  
    4,661  

Synopsys, Inc. (a)

    1,488,211  
    19,044  

Taiwan Semiconductor Manufacturing Company, Ltd. - ADR

    1,418,588  
    45,674  

Teradata Corporation (a)

    1,537,387  
    16,518  

Teradyne, Inc. (b)

    1,442,847  
    8,685  

Texas Instruments, Inc.

    1,434,936  
    33,738  

Tower Semiconductor, Ltd. (a)

    1,457,482  
    307,976  

Wipro, Ltd. - ADR (b)

    1,435,168  
              76,116,231  
       

Materials — 1.4%

       
    71,600  

JSR Corporation

    1,404,379  
                 
       

TOTAL COMMON STOCKS (Cost $118,042,117)

    101,831,585  
                 

 

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

 

23

 

 

Defiance Quantum ETF

 

Schedule of Investments
December 31, 2022 (Continued)

 

 

Shares

 

Security Description

 

Value

 
       

SHORT-TERM INVESTMENTS — 0.2%

    241,886  

First American Government Obligations Fund - Class X, 4.09% (e)

  $ 241,886  
       

TOTAL SHORT-TERM INVESTMENTS (Cost $241,886)

    241,886  
 

Units

           
       

INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING — 11.8%

    11,999,146  

Mount Vernon Liquid Assets Portfolio, LLC, 4.56% (e)(f)

    11,999,146  
       

TOTAL INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING (Cost $11,999,146)

    11,999,146  
                 
       

TOTAL INVESTMENTS — 111.7% (Cost $130,283,149)

    114,072,617  
       

Liabilities in Excess of Other Assets — (11.7)%

    (11,964,626 )
       

NET ASSETS — 100.0%

  $ 102,107,991  

 

Percentages are stated as a percent of net assets.

 

ADR

American Depositary Receipt.

NY

New York Registry Shares.

(a)

Non-income producing security.

(b)

All or part of this security is on loan as of December 31, 2022. The total value of securities on loan is $11,552,426.

(c)

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

(d)

Restricted security as defined in Rule 144(a) under the Securities Act of 1933. Resale to the public may require registration or may extend only to qualified institutional buyers. At December 31, 2022, the market value of these securities total $1,519,167, which represents 1.5% of total net assets.

(e)

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

(f)

Privately offered liquidity fund. See Note 4 in Notes to Financial Statements.

 

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

 

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

 

24

 

 

Defiance Next Gen Connectivity ETF

 

Schedule of Investments
December 31, 2022

 

 

Shares

 

Security Description

 

Value

 
       

COMMON STOCKS — 99.2%

       
       

Communication Services — 18.0%

       
    916,732  

Altice USA, Inc. - Class A (a)

  $ 4,216,967  
    1,097,240  

AT&T, Inc.

    20,200,188  
    242,026  

BCE, Inc. (b)

    10,637,043  
    26,185  

Charter Communications, Inc. - Class A (a)

    8,879,334  
    135,546  

Chunghwa Telecom Company, Ltd. - ADR

    4,959,628  
    248,729  

KT Corporation - ADR

    3,357,842  
    648,794  

Lumen Technologies, Inc. (a)(b)

    3,386,705  
    556,844  

Orange SA - ADR

    5,501,619  
    105,811  

Rogers Communications, Inc. - Class B (b)

    4,956,187  
    166,647  

SK Telecom Company, Ltd. - ADR

    3,431,262  
    1,631,242  

Telefonica SA - ADR

    5,823,534  
    142,325  

T-Mobile US, Inc. (a)

    19,925,500  
    569,721  

Verizon Communications, Inc.

    22,447,007  
    630,952  

Vodafone Group plc - ADR

    6,385,234  
              124,108,050  
       

Consumer Discretionary — 1.0%

       
    79,806  

Amazon.com, Inc. (a)

    6,703,704  
                 
       

Information Technology — 71.1% (c)

       
    184,401  

A10 Networks, Inc.

    3,066,589  
    185,272  

ADTRAN Holdings, Inc.

    3,481,261  
    503,198  

Advanced Micro Devices, Inc. (a)

    32,592,134  
    203,847  

Akamai Technologies, Inc. (a)

    17,184,302  
    1,014,200  

Akoustis Technologies, Inc. (a)(b)

    2,860,044  
    138,485  

Amdocs, Ltd.

    12,588,286  
    212,603  

Analog Devices, Inc.

    34,873,270  
    50,088  

Apple, Inc.

    6,507,934  
    55,694  

Arista Networks, Inc. (a)

    6,758,467  
    13,623  

Broadcom, Inc.

    7,617,028  
    79,903  

Calix, Inc. (a)

    5,467,762  
    165,711  

Cambium Networks Corporation (a)(b)

    3,590,957  
    719,595  

Casa Systems, Inc. (a)(b)

    1,964,494  
    265,272  

CEVA, Inc. (a)(b)

    6,785,658  
    178,125  

Ciena Corporation (a)(b)

    9,080,812  
    146,511  

Cisco Systems, Inc.

    6,979,784  
    34,109  

Clearfield, Inc. (a)(b)

    3,211,021  
    101,835  

Coherent Corporation (a)(b)

    3,574,408  
    450,185  

CommScope Holding Company, Inc. (a)

    3,308,860  
    278,351  

Comtech Telecommunications Corporation

    3,379,181  
    183,327  

Corning, Inc.

    5,855,464  
    61,566  

CSG Systems International, Inc.

    3,521,575  
       

COMMON STOCKS — 99.2% (Continued)

       

Information Technology — 71.1% (c) (Continued)

    88,227  

CTS Corporation (b)

  $ 3,477,908  
    168,394  

Dell Technologies, Inc. - Class C

    6,772,807  
    319,127  

DZS, Inc. (a)(b)

    4,046,530  
    2,714,933  

Edgio, Inc. (a)

    3,067,874  
    180,544  

Extreme Networks, Inc. (a)

    3,305,761  
    61,759  

F5, Inc. (a)

    8,863,034  
    166,990  

Focus Universal, Inc. (a)(b)

    1,070,406  
    201,109  

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

    4,146,868  
    439,534  

Hewlett Packard Enterprise Company

    7,014,963  
    552,338  

Infinera Corporation (a)(b)

    3,722,758  
    249,169  

Intel Corporation

    6,585,537  
    146,369  

InterDigital, Inc.

    7,242,338  
    39,562  

IPG Photonics Corporation (a)(b)

    3,745,335  
    220,809  

Juniper Networks, Inc.

    7,057,056  
    119,183  

Keysight Technologies, Inc. (a)

    20,388,636  
    181,174  

Lattice Semiconductor Corporation (a)(b)

    11,754,569  
    68,280  

Lumentum Holdings, Inc. (a)(b)

    3,562,168  
    52,588  

MACOM Technology Solutions Holdings, Inc. (a)(b)

    3,311,992  
    724,277  

Marvell Technology, Inc.

    26,827,220  
    101,806  

MaxLinear, Inc. (a)(b)

    3,456,314  
    90,272  

National Instruments Corporation (b)

    3,331,037  
    99,843  

NetScout Systems, Inc. (a)

    3,245,896  
    6,442,102  

Nokia Corporation - ADR

    29,891,353  
    43,801  

NVIDIA Corporation

    6,401,078  
    215,288  

NXP Semiconductors NV

    34,021,963  
    132,795  

Qorvo, Inc. (a)

    12,036,539  
    59,719  

QUALCOMM, Inc.

    6,565,507  
    174,726  

Radware, Ltd. (a)

    3,450,838  
    1,561,687  

Ribbon Communications, Inc. (a)

    4,357,107  
    242,502  

Sierra Wireless, Inc. (a)

    7,030,133  
    45,910  

Silicom, Ltd. (a)

    1,935,107  
    195,361  

Skyworks Solutions, Inc.

    17,803,248  
    3,946,160  

Telefonaktiebolaget LM Ericsson - ADR

    23,045,574  
    12,518  

Ubiquiti, Inc. (b)

    3,424,049  
    331,097  

Viavi Solutions, Inc. (a)(b)

    3,479,829  
    59,743  

VMware, Inc. - Class A (a)

    7,334,051  
              491,022,674  
       

Real Estate — 9.1%

       
    100,310  

American Tower Corporation

    21,251,677  
    86,042  

Crown Castle, Inc.

    11,670,737  
    47,487  

Digital Realty Trust, Inc.

    4,761,521  
    277,254  

DigitalBridge Group, Inc. (b)

    3,033,159  
    18,620  

Equinix, Inc.

    12,196,659  
                 

 

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

 

25

 

 

Defiance Next Gen Connectivity ETF

 

Schedule of Investments
December 31, 2022 (Continued)

 

 

Shares

 

Security Description

 

Value

 
       

COMMON STOCKS — 99.2% (Continued)

       

Real Estate — 9.1% (Continued)

       
    23,874  

SBA Communications Corporation

  $ 6,692,121  
    580,980  

Uniti Group, Inc.

    3,212,819  
              62,818,693  
       

TOTAL COMMON STOCKS (Cost $787,428,954)

    684,653,121  
                 
       

SHORT-TERM INVESTMENTS — 0.9%

       
    6,431,933  

First American Government Obligations Fund - Class X, 4.09% (d)

    6,431,933  
       

TOTAL SHORT-TERM INVESTMENTS (Cost $6,431,933)

    6,431,933  
 

Units

           
       

INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING — 7.4%

    50,652,640  

Mount Vernon Liquid Assets Portfolio, LLC, 4.56% (d)(e)

    50,652,640  
       

TOTAL INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING (Cost $50,652,640)

    50,652,640  
                 
       

TOTAL INVESTMENTS — 107.5% (Cost $844,513,527)

    741,737,694  
       

Liabilities in Excess of Other Assets — (7.5)%

    (51,559,988 )
       

NET ASSETS — 100.0%

  $ 690,177,706  

 

Percentages are stated as a percent of net assets.

 

ADR

American Depositary Receipt.

(a)

Non-income producing security.

(b)

All or part of this security is on loan as of December 31, 2022. The total value of securities on loan is $49,458,383.

(c)

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

(d)

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

(e)

Privately offered liquidity fund. See Note 4 in Notes to Financial Statements.

 

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

 

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

 

26

 

 

Defiance Next Gen H2 ETF

 

Schedule of Investments
December 31, 2022

 

 

Shares

 

Security Description

 

Value

 
       

COMMON STOCKS — 99.1%

       
       

Consumer Discretionary — 4.4%

       
    70,172  

Iljin Hysolus Company, Ltd. (a)

  $ 1,656,492  
                 
       

Consumer Staples — 0.8%

       
    32,943  

Pungkuk Ethanol Company, Ltd.

    313,929  
                 
       

Energy — 4.8%

       
    87,322  

Bumhan Fuel Cell Company, Ltd. (a)

    1,802,376  
                 
       

Industrials — 71.7% (b)

       
    871,710  

Advent Technologies Holdings, Inc. (a)

    1,577,795  
    2,159,993  

AFC Energy plc (a)

    480,680  
    424,899  

Ballard Power Systems, Inc. (a)

    2,035,266  
    122,700  

Bloom Energy Corporation - Class A (a)

    2,346,024  
    174,647  

Cell Impact AB (a)

    183,539  
    498,600  

Ceres Power Holdings plc (a)

    2,103,390  
    92,075  

Doosan Fuel Cell Company, Ltd. (a)

    2,137,130  
    66,732  

First Hydrogen Corporation (a)

    230,985  
    723,797  

FuelCell Energy, Inc. (a)

    2,012,156  
    68,045  

Hexagon Purus ASA (a)

    142,984  
    1,613,306  

ITM Power plc (a)

    1,778,417  
    112,866  

McPhy Energy SA (a)

    1,470,767  
    1,711,860  

NEL ASA (a)

    2,407,656  
    222,004  

Plug Power, Inc. (a)

    2,746,189  
    191,531  

PowerCell Sweden AB (a)

    2,188,374  
    65,397  

SFC Energy AG (a)

    1,751,849  
    99,584  

S-Fuelcell Company, Ltd.

    1,598,699  
    1,244,898  

Xebec Adsorption, Inc. (a)(c)(d)(e)

    0  
              27,191,900  
       

Materials — 17.4%

       
    10,849  

Air Liquide SA

    1,533,002  
    4,988  

Air Products and Chemicals, Inc.

    1,537,601  
    4,749  

Linde plc

    1,549,029  
    28,300  

Nippon Sanso Holdings Corporation

    410,950  
    83,711  

SOL SpA

    1,581,324  
              6,611,906  
       

TOTAL COMMON STOCKS (Cost $56,681,640)

    37,576,603  
                 
       

SHORT-TERM INVESTMENTS — 1.3%

       
    490,435  

First American Government Obligations Fund - Class X, 4.09% (f)

  $ 490,435  
       

TOTAL SHORT-TERM INVESTMENTS (Cost $490,435)

    490,435  
                 
       

TOTAL INVESTMENTS — 100.4% (Cost $57,172,075)

    38,067,038  
       

Liabilities in Excess of Other Assets — (0.4)%

    (157,602 )
       

NET ASSETS — 100.0%

  $ 37,909,436  

 

Percentages are stated as a percent of net assets.

 

(a)

Non-income producing security.

(b)

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

(c)

Represents less than 0.05% of net assets.

(d)

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

(e)

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

(f)

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

 

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

 

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

 

27

 

 

Defiance Hotel, Airline, and Cruise ETF

 

Schedule of Investments
December 31, 2022

 

 

Shares

 

Security Description

 

Value

 
       

COMMON STOCKS — 98.8%

       
       

Consumer Discretionary — 46.3% (a)

       
    34,420  

Accor SA (b)

  $ 857,754  
    333,500  

Carnival Corporation (b)

    2,688,010  
    5,202  

Choice Hotels International, Inc.

    585,953  
    35,352  

H World Group, Ltd. - ADR

    1,499,632  
    30,994  

Hilton Worldwide Holdings, Inc.

    3,916,402  
    5,745  

Hyatt Hotels Corporation - Class A (b)

    519,635  
    26,533  

InterContinental Hotels Group plc - ADR

    1,547,935  
    26,469  

Marriott International, Inc. - Class A

    3,940,969  
    713,200  

Minor International pcl - NVDR (b)

    664,088  
    116,907  

Norwegian Cruise Line Holdings, Ltd. (b)

    1,430,942  
    18,500  

Resorttrust, Inc.

    329,353  
    53,653  

Royal Caribbean Cruises, Ltd. (b)

    2,652,068  
    472,000  

Shangri-La Asia, Ltd. (b)

    387,037  
    32,950  

Whitbread plc

    1,018,639  
    12,590  

Wyndham Hotels & Resorts, Inc.

    897,793  
              22,936,210  
       

Industrials — 42.9% (a)

       
    37,786  

Air Canada (b)

    540,736  
    444,000  

Air China, Ltd. - H-Shares (b)

    395,364  
    282,718  

Air France-KLM (b)

    371,430  
    20,896  

Alaska Air Group, Inc. (b)

    897,274  
    3,050  

Allegiant Travel Company (b)

    207,370  
    97,717  

American Airlines Group, Inc. (b)

    1,242,960  
    32,800  

ANA Holdings, Inc. (b)

    696,048  
    184,000  

Cathay Pacific Airways, Ltd. (b)

    200,857  
    653,000  

China Airlines, Ltd.

    403,670  
    23,068  

Controladora Vuela Cia de Aviacion SAB de CV - ADR (b)

    192,848  
    3,577  

Copa Holdings SA - Class A (b)

    297,499  
    98,574  

Delta Air Lines, Inc. (b)

    3,239,142  
    116,186  

Deutsche Lufthansa AG (b)

    962,854  
    86,423  

easyJet plc (b)

    337,450  
    556,000  

Eva Airways Corporation

    509,229  
    6,513  

Hanjin Kal Corporation (b)

    192,892  
       

COMMON STOCKS — 98.8% (Continued)

       

Industrials — 42.9% (a) (Continued)

    489,904  

International Consolidated Airlines Group SA (b)

  $ 727,021  
    30,200  

Japan Airlines Company, Ltd. (b)

    616,840  
    59,364  

JetBlue Airways Corporation (b)

    384,679  
    37,477  

Korean Air Lines Company, Ltd. (b)

    680,188  
    186,665  

Qantas Airways, Ltd. (b)

    760,787  
    21,265  

Ryanair Holdings plc - ADR (b)

    1,589,771  
    224,200  

Singapore Airlines, Ltd.

    924,415  
    9,362  

SkyWest, Inc. (b)

    154,567  
    68,709  

Southwest Airlines Company

    2,313,432  
    19,406  

Spirit Airlines, Inc.

    378,029  
    46,750  

United Airlines Holdings, Inc. (b)

    1,762,475  
    11,933  

Wizz Air Holdings plc (b)

    273,377  
              21,253,204  
       

Real Estate — 9.6%

       
    30,535  

Apple Hospitality REIT, Inc.

    481,842  
    25,627  

DiamondRock Hospitality Company

    209,885  
    78,789  

Host Hotels & Resorts, Inc.

    1,264,563  
    1,094  

Invincible Investment Corporation

    422,858  
    754  

Japan Hotel REIT Investment Corporation

    442,874  
    30,447  

Park Hotels & Resorts, Inc.

    358,970  
    18,649  

Pebblebrook Hotel Trust

    249,710  
    23,424  

RLJ Lodging Trust

    248,060  
    7,116  

Ryman Hospitality Properties, Inc.

    581,947  
    27,430  

Service Properties Trust

    199,965  
    31,447  

Sunstone Hotel Investors, Inc.

    303,778  
              4,764,452  
       

TOTAL COMMON STOCKS (Cost $59,236,029)

    48,953,866  
                 
       

PREFERRED STOCKS — 0.4%

       
       

Industrials — 0.4%

       
    28,963  

Azul SA - ADR (b)

    176,964  
       

TOTAL PREFERRED STOCKS (Cost $310,967)

    176,964  
                 

 

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

 

28

 

 

Defiance Hotel, Airline, and Cruise ETF

 

Schedule of Investments
December 31, 2022 (Continued)

 

 

Shares

 

Security Description

 

Value

 
       

SHORT-TERM INVESTMENTS — 0.7%

       
    330,150  

First American Government Obligations Fund - Class X, 4.09% (c)

  $ 330,150  
       

TOTAL SHORT-TERM INVESTMENTS (Cost $330,150)

    330,150  
                 
       

TOTAL INVESTMENTS — 99.9% (Cost $59,877,146)

    49,460,980  
       

Other Assets in Excess of Liabilities — 0.1%

    62,323  
       

NET ASSETS — 100.0%

  $ 49,523,303  

 

Percentages are stated as a percent of net assets.

 

ADR

American Depositary Receipt.

NVDR

Non-Voting Depositary Receipt.

(a)

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

(b)

Non-income producing security.

(c)

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

 

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

 

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

 

29

 

 

Defiance Digital Revolution ETF

 

Schedule of Investments
December 31, 2022

 

 

Shares

 

Security Description

 

Value

 
       

COMMON STOCKS — 99.3%

       
       

Communication Services — 18.6%

       
    4,414  

Kakao Corporation

  $ 185,357  
    1,354  

NAVER Corporation

    190,063  
    8,900  

Nexon Company, Ltd.

    199,794  
    6,351  

Wemade Company, Ltd.

    158,461  
              733,675  
       

Consumer Discretionary — 19.0%

       
    12,431  

DraftKings, Inc. - Class A (a)

    141,589  
    4,260  

eBay, Inc.

    176,662  
    18,322  

Funko, Inc. - Class A (a)

    199,893  
    6,997  

GameStop Corporation - Class A (a)

    129,165  
    36,919  

PLBY Group, Inc. (a)

    101,527  
              748,836  
       

Financials — 14.0%

       
    83,192  

Bakkt Holdings, Inc. (a)

    98,998  
    1,570  

Bitcoin Group SE

    29,691  
    4,039  

Coinbase Global, Inc. - Class A (a)

    142,940  
    19,276  

Robinhood Markets, Inc. - Class A (a)

    156,907  
    7,269  

Silvergate Capital Corporation - Class A (a)

    126,481  
              555,017  
       

Information Technology — 47.7% (b)

       
    2,568  

Advanced Micro Devices, Inc. (a)

    166,329  
    60,119  

Applied Digital Corporation (a)

    110,619  
    510,160  

Argo Blockchain plc (a)

    38,662  
    241,912  

Bitfarms, Ltd. (a)

    106,441  
    2,830  

Block, Inc. (a)

    177,837  
    73,497  

Canaan, Inc. - ADR (a)

    151,404  
    72,658  

Cleanspark, Inc. (a)

    148,222  
    3,981  

Cloudflare, Inc. - Class A (a)

    179,981  
    8,784  

CompoSecure, Inc. (a)

    43,129  
    86,446  

HIVE Blockchain Technologies, Ltd. (a)

    124,410  
    155,293  

Hut 8 Mining Corporation (a)

    132,950  
    1,295  

International Business Machines Corporation

    182,453  
    46,371  

Iris Energy, Ltd. (a)

    57,964  
    27,867  

Marathon Digital Holdings, Inc. (a)

    95,305  
    38,823  

Riot Blockchain, Inc. (a)

    131,610  
    52,138  

Terawulf, Inc. (a)

    34,703  
              1,882,019  
       

TOTAL COMMON STOCKS (Cost $9,089,765)

    3,919,547  
                 
       

RIGHTS — 0.0% (c)

       
       

Consumer Discretionary — 0.0% (c)

    29,661  

PLBY Group, Inc. Rights (a)(d)

  $ 0  
       

TOTAL RIGHTS (Cost $17,686)

    0  
                 
       

SHORT-TERM INVESTMENTS — 0.6%

       
    24,991  

First American Government Obligations Fund - Class X, 4.09% (e)

    24,991  
       

TOTAL SHORT-TERM INVESTMENTS (Cost $24,991)

    24,991  
                 
       

TOTAL INVESTMENTS — 99.9% (Cost $9,132,442)

    3,944,538  
       

Other Assets in Excess of Liabilities — 0.1%

    1,876  
       

NET ASSETS — 100.0%

  $ 3,946,414  

 

Percentages are stated as a percent of net assets.

 

ADR

American Depositary Receipt.

(a)

Non-income producing security.

(b)

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

(c)

Represents less than 0.05% of net assets.

(d)

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

(e)

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

 

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

 

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

 

30

 

 

Defiance Daily Short Digitizing the Economy ETF

 

Schedule of Investments
December 31, 2022

 

 

Par

 

Security Description

 

Effective Yield

   

Maturity

   

Value

 
       

SHORT-TERM INVESTMENTS — 80.1%

                       
       

U.S. Treasury Bills — 79.0%

                       
  $ 750,000  

United States Treasury Bill (a)

    4.08%       02/21/2023     $ 745,762  
                                 
 

Shares

                           
       

Money Market Funds — 1.1%

                       
    10,553  

First American Government Obligations Fund - Class X, 4.09% (b)

                    10,553  
       

TOTAL SHORT-TERM INVESTMENTS (Cost $756,296)

                    756,315  
                                 
       

TOTAL INVESTMENTS — 80.1% (Cost $756,296)

                    756,315  
       

Other Assets in Excess of Liabilities — 19.9%

                    187,315  
       

NET ASSETS — 100.0%

                  $ 943,630  

 

Percentages are stated as a percent of net assets.

(a)

Zero coupon bond.

(b)

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

 

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

 

31

 

 

Defiance Daily Short Digitizing the Economy ETF

 

Schedule of Securities Sold Short

December 31, 2022

 

 

Shares

 

Security Description

 

Value

 
       

EXCHANGE TRADED FUNDS - (99.7)%

       
    (62,200 )

Amplify Transformational Data Sharing ETF (a)

  $ (940,464 )
       

TOTAL EXCHANGE TRADED FUNDS (Proceeds $1,175,516)

  $ (940,464 )

 

Percentages are stated as a percent of net assets.

(a)

Non-income producing security.

 

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

 

32

 

 

Defiance ETFs

 

Statements of Assets and Liabilities

December 31, 2022

 

   

Defiance
Quantum
ETF

   

Defiance
Next Gen
Connectivity
ETF

   

Defiance
Next Gen H2
ETF

 

ASSETS

                       

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

  $ 114,072,617     $ 741,737,694     $ 38,067,038  

Foreign currency, at value*

                 

Dividends and interest receivable

    37,662       1,123,803       17,581  

Reclaims receivable

    26,777       140,093       7,851  

Securities lending income receivable

    6,172       28,526        

Transaction fees receivable

    12              

Deposits at broker for securities sold short

                 

Receivable for securities sold

                 

Total assets

    114,143,240       743,030,116       38,092,470  
                         

LIABILITIES

                       

Collateral received for securities loaned (Note 4)

    11,999,146       50,652,640        

Management fees payable

    36,103       187,372       10,233  

Foreign currency due to Custodian, at value*

                172,801  

Payable for securities purchased

          2,012,398        

Securities sold short, at value *

                 

Broker interest and fees payable

                 

Total liabilities

    12,035,249       52,852,410       183,034  
                         

NET ASSETS

  $ 102,107,991     $ 690,177,706     $ 37,909,436  
                         

Net Assets Consist of:

                       

Paid-in capital

  $ 128,337,842     $ 853,023,194     $ 90,848,124  

Total distributable earnings (accumulated deficit)

    (26,229,851 )     (162,845,488 )     (52,938,688 )

Net assets

  $ 102,107,991     $ 690,177,706     $ 37,909,436  
                         

Net Asset Value:

                       

Net assets

  $ 102,107,991     $ 690,177,706     $ 37,909,436  

Shares outstanding ^

    2,600,000       23,100,000       4,050,000  

Net asset value, offering and redemption price per share

  $ 39.27     $ 29.88     $ 9.36  
                         

* Identified cost:

                       

Investments in securities

  $ 130,283,149     $ 844,513,527     $ 57,172,075  

Foreign currency

                (177,930 )

Securities sold short

                 

+ Includes loaned securities with a value of

  $ 11,552,426     $ 49,458,383     $  

 

^

No par value, unlimited number of shares authorized.

 

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

 

33

 

 

Defiance ETFs

 

Statements of Assets and Liabilities

December 31, 2022 (Continued)

 

   

Defiance
Hotel, Airline,
and Cruise
ETF

   

Defiance
Digital
Revolution
ETF

   

Defiance
Daily Short
Digitizing the
Economy
ETF

 

ASSETS

                       

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

  $ 49,460,980     $ 3,944,538     $ 756,315  

Foreign currency, at value*

    27,353       1,162        

Dividends and interest receivable

    52,334       3,041       21  

Reclaims receivable

    506       19        

Securities lending income receivable

                 

Transaction fees receivable

                 

Deposits at broker for securities sold short

                1,189,071  

Receivable for securities sold

                1,511  

Total assets

    49,541,173       3,948,760       1,946,918  
                         

LIABILITIES

                       

Collateral received for securities loaned (Note 4)

                 

Management fees payable

    17,870       2,346       729  

Foreign currency due to Custodian, at value*

                 

Payable for securities purchased

                60,680  

Securities sold short, at value *

                940,464  

Broker interest and fees payable

                1,415  

Total liabilities

    17,870       2,346       1,003,288  
                         

NET ASSETS

  $ 49,523,303     $ 3,946,414     $ 943,630  
                         

Net Assets Consist of:

                       

Paid-in capital

  $ 63,962,433       17,426,983       749,769  

Total distributable earnings (accumulated deficit)

    (14,439,130 )     (13,480,569 )     193,861  

Net assets

  $ 49,523,303     $ 3,946,414     $ 943,630  
                         

Net Asset Value:

                       

Net assets

  $ 49,523,303     $ 3,946,414     $ 943,630  

Shares outstanding ^

    3,075,000       900,000       30,000  

Net asset value, offering and redemption price per share

  $ 16.11     $ 4.38     $ 31.45  
                         

* Identified cost (proceeds):

                       

Investments in securities

  $ 59,877,146     $ 9,132,442     $ 756,296  

Foreign currency

    27,203       1,135     $  

Securities sold short

              $ (1,175.516 )

+ Includes loaned securities with a value of

  $     $     $  

 

^

No par value, unlimited number of shares authorized.

 

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

 

34

 

 

Defiance ETFs

 

Statements of Operations

For the Year/Period Ended December 31, 2022

 

   

Defiance
Quantum
ETF

   

Defiance
Next Gen
Connectivity
ETF

   

Defiance
Next Gen H2
ETF

 

INCOME

                       

Dividends*

  $ 1,950,741     $ 15,199,474     $ 117,781  

Securities lending income, net (Note 4)

    206,629       632,932        

Interest

    6,003       52,193       2,234  

Total investment income

    2,163,373       15,884,599       120,015  
                         

EXPENSES

                       

Management fees

    524,093       2,874,137       144,537  

Broker interest expense

                 

Total expenses

    524,093       2,874,137       144,537  

Net investment income (loss)

    1,639,280       13,010,462       (24,522 )
                         

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS

                       

Net realized gain (loss) on:

                       

Investments

    (3,683,097 )     14,932,830       (27,378,579 )

Foreign currency

    (11,340 )     4,047       (107,824 )

Securities sold short

                 

Change in unrealized appreciation (depreciation) on:

                       

Investments

    (46,653,460 )     (366,992,927 )     (9,935,824 )

Foreign currency

    987       (2,389 )     4,877  

Securities sold short

                 

Net realized and unrealized gain (loss) on investments

    (50,346,910 )     (352,058,439 )     (37,417,350 )

Net increase (decrease) in net assets resulting from operations

  $ (48,707,630 )   $ (339,047,977 )   $ (37,441,872 )
                         

* Net of foreign taxes withheld of:

  $ 203,050     $ 782,665     $ 9,502  

 

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

 

35

 

 

Defiance ETFs

 

Statements of Operations

For the Year/Period Ended December 31, 2022 (Continued)

 

   

Defiance
Hotel, Airline,
and Cruise ETF

   

Defiance
Digital
Revolution
ETF

   

Defiance
Daily Short
Digitizing the
Economy
ETF
(1)

 

INCOME

                       

Dividends*

  $ 208,639     $ 12,030     $  

Securities lending income, net (Note 4)

                 

Interest

    1,782       288       7,969  

Total investment income

    210,421       12,318       7,969  
                         

EXPENSES

                       

Management fees

    171,786       51,662       2,466  

Broker interest expense

                5,734  

Total expenses

    171,786       51,662       8,200  

Net investment income (loss)

    38,635       (39,344 )     (231 )
                         

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS

                       

Net realized gain (loss) on:

                       

Investments

    (4,795,950 )     (7,911,311 )      

Foreign currency

    (10,112 )     (3,518 )      

Securities sold short

                (41,210 )

Change in unrealized appreciation (depreciation) on:

                       

Investments

    (9,864,012 )     (3,741,229 )     19  

Foreign currency

    240       46        

Securities sold short

                235,052  

Net realized and unrealized gain (loss) on investments

    (14,669,834 )     (11,656,012 )     193,861  

Net increase (decrease) in net assets resulting from operations

  $ (14,631,199 )   $ (11,695,356 )   $ 193,630  
                         

* Net of foreign taxes withheld of:

  $ 6,183     $ 1,108     $  

 

(1)

The Fund commenced operations on September 7, 2022. The information presented is for the period from September 7, 2022 to December 31, 2022.

 

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

 

36

 

 

Defiance Quantum ETF

 

Statements of Changes in Net Assets

 

   

Year
Ended
December 31,
2022

   

Year
Ended
December 31,
2021

 

OPERATIONS

               

Net investment income (loss)

  $ 1,639,280     $ 708,611  

Net realized gain (loss) on investments

    (3,694,437 )     10,846,560  

Change in unrealized appreciation (depreciation) on investments

    (46,652,473 )     19,161,190  

Net increase (decrease) in net assets resulting from operations

    (48,707,630 )     30,716,361  
                 

DISTRIBUTIONS TO SHAREHOLDERS

               

Net distributions to shareholders

    (1,612,524 )     (690,361 )

Total distributions to shareholders

    (1,612,524 )     (690,361 )
                 

CAPITAL SHARE TRANSACTIONS

               

Proceeds from shares sold

    6,663,645       117,576,090  

Payments for shares redeemed

    (32,664,740 )     (25,162,790 )

Transaction fees (Note 7)

    10,869       38,397  

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

    (25,990,226 )     92,451,697  

Net increase (decrease) in net assets

  $ (76,310,380 )   $ 122,477,697  
                 

NET ASSETS

               

Beginning of year

  $ 178,418,371     $ 55,940,674  

End of year

  $ 102,107,991     $ 178,418,371  

 

(a)

A summary of capital share transactions is as follows:

 

   

Shares

   

Shares

 

Shares sold

    150,000       2,350,000  

Shares redeemed

    (750,000 )     (500,000 )

Net increase (decrease)

    (600,000 )     1,850,000  

 

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

 

37

 

 

Defiance Next Gen Connectivity ETF

 

Statements of Changes in Net Assets

 

   

Year
Ended
December 31,
2022

   

Year
Ended
December 31,
2021

 

OPERATIONS

               

Net investment income (loss)

  $ 13,010,462     $ 15,732,899  

Net realized gain (loss) on investments

    14,936,877       125,188,423  

Change in unrealized appreciation (depreciation) on investments

    (366,995,316 )     129,987,506  

Net increase (decrease) in net assets resulting from operations

    (339,047,977 )     270,908,828  
                 

DISTRIBUTIONS TO SHAREHOLDERS

               

Net distributions to shareholders

    (13,051,189 )     (15,735,900 )

Tax return of capital to shareholders

          (525,022 )

Total distributions to shareholders

    (13,051,189 )     (16,260,922 )
                 

CAPITAL SHARE TRANSACTIONS

               

Proceeds from shares sold

    13,902,540       561,836,190  

Payments for shares redeemed

    (355,360,330 )     (323,041,080 )

Transaction fees (Note 7)

    18        

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

    (341,457,772 )     238,795,110  

Net increase (decrease) in net assets

  $ (693,556,938 )   $ 493,443,016  
                 

NET ASSETS

               

Beginning of year

  $ 1,383,734,644     $ 890,291,628  

End of year

  $ 690,177,706     $ 1,383,734,644  

 

(a)

A summary of capital share transactions is as follows:

 

   

Shares

   

Shares

 

Shares sold

    400,000       15,150,000  

Shares redeemed

    (10,500,000 )     (8,450,000 )

Net increase (decrease)

    (10,100,000 )     6,700,000  

 

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

 

38

 

 

Defiance Next Gen H2 ETF

 

Statements of Changes in Net Assets

 

   

Year
Ended
December 31,
2022

   

Period
Ended
December 31,
2021
(1)

 

OPERATIONS

               

Net investment income (loss)

  $ (24,522 )   $ (48,530 )

Net realized gain (loss) on investments

    (27,486,403 )     (7,975,136 )

Change in unrealized appreciation (depreciation) on investments

    (9,930,947 )     (9,169,203 )

Net increase (decrease) in net assets resulting from operations

    (37,441,872 )     (17,192,869 )
                 

DISTRIBUTIONS TO SHAREHOLDERS

               

Net distributions to shareholders

           

Tax return of capital to shareholders

          (6,902 )

Total distributions to shareholders

          (6,902 )
                 

CAPITAL SHARE TRANSACTIONS

               

Proceeds from shares sold

    15,932,298       83,719,170  

Payments for shares redeemed

    (6,490,913 )     (654,260 )

Transaction fees (Note 7)

    27,115       17,669  

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

    9,468,500       83,082,579  

Net increase (decrease) in net assets

  $ (27,973,372 )   $ 65,882,808  
                 

NET ASSETS

               

Beginning of year/period

  $ 65,882,808     $  

End of year/period

  $ 37,909,436     $ 65,882,808  

 

(a)

A summary of capital share transactions is as follows:

 

   

Shares

   

Shares

 

Shares sold

    1,175,000       3,475,000  

Shares redeemed

    (575,000 )     (25,000 )

Net increase (decrease)

    600,000       3,450,000  

 

(1)

The Fund commenced operations on March 9, 2021. The information presented is for the period from March 9, 2021 to December 31, 2021.

 

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

 

39

 

 

Defiance Hotel, Airline, and Cruise ETF

 

Statements of Changes in Net Assets

 

   

Year
Ended
December 31,
2022

   

Period
Ended
December 31,
2021
(1)

 

OPERATIONS

               

Net investment income (loss)

  $ 38,635     $ (27,031 )

Net realized gain (loss) on investments

    (4,806,062 )     (538,962 )

Change in unrealized appreciation (depreciation) on investments

    (9,863,772 )     (552,121 )

Net increase (decrease) in net assets resulting from operations

    (14,631,199 )     (1,118,114 )
                 

DISTRIBUTIONS TO SHAREHOLDERS

               

Net distributions to shareholders

    (63,540 )      

Total distributions to shareholders

    (63,540 )      
                 

CAPITAL SHARE TRANSACTIONS

               

Proceeds from shares sold

    54,684,580       25,848,695  

Payments for shares redeemed

    (13,225,180 )     (1,981,580 )

Transaction fees (Note 7)

    7,742       1,899  

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

    41,467,142       23,869,014  

Net increase (decrease) in net assets

  $ 26,772,403     $ 22,750,900  
                 

NET ASSETS

               

Beginning of year/period

  $ 22,750,900     $  

End of year/period

  $ 49,523,303     $ 22,750,900  

 

(a)

A summary of capital share transactions is as follows:

 

   

Shares

   

Shares

 

Shares sold

    2,800,000       1,175,000  

Shares redeemed

    (800,000 )     (100,000 )

Net increase (decrease)

    2,000,000       1,075,000  

 

(1)

The Fund commenced operations on June 3, 2021. The information presented is for the period from June 3, 2021 to December 31, 2021.

 

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

 

40

 

 

Defiance Digital Revolution ETF

 

Statements of Changes in Net Assets

 

   

Year
Ended
December 31,
2022

   

Period
Ended
December 31,
2021
(1)

 

OPERATIONS

               

Net investment income (loss)

  $ (39,344 )   $ (4,094 )

Net realized gain (loss) on investments

    (7,914,829 )     (415,538 )

Change in unrealized appreciation (depreciation) on investments

    (3,741,183 )     (1,446,675 )

Net increase (decrease) in net assets resulting from operations

    (11,695,356 )     (1,866,307 )
                 

CAPITAL SHARE TRANSACTIONS

               

Proceeds from shares sold

    6,048,013       11,777,934  

Payments for shares redeemed

    (317,955 )      

Transaction fees (Note 7)

    85        

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

    5,730,143       11,777,934  

Net increase (decrease) in net assets

  $ (5,965,213 )   $ 9,911,627  
                 

NET ASSETS

               

Beginning of year/period

  $ 9,911,627     $  

End of year/period

  $ 3,946,414     $ 9,911,627  

 

(a)

A summary of capital share transactions is as follows:

 

   

Shares

   

Shares

 

Shares sold

    410,000       540,000  

Shares redeemed

    (50,000 )      

Net increase (decrease)

    360,000       540,000  

 

(1)

The Fund commenced operations on December 1, 2021. The information presented is for the period from December 1, 2021 to December 31, 2021.

 

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

 

41

 

 

Defiance Daily Short Digitizing the Economy ETF

 

Statements of Changes in Net Assets

 

   

Period
Ended
December 31,
2022
(1)

 

OPERATIONS

       

Net investment income (loss)

  $ (231 )

Net realized gain (loss) on securities sold short

    (41,210 )

Change in unrealized appreciation (depreciation) on investments and securities sold short

    235,071  

Net increase (decrease) in net assets resulting from operations

    193,630  
         

CAPITAL SHARE TRANSACTIONS

       

Proceeds from shares sold

    750,000  

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

    750,000  

Net increase (decrease) in net assets

  $ 943,630  
         

NET ASSETS

       

Beginning of period

  $  

End of period

  $ 943,630  

 

(a)

A summary of capital share transactions is as follows:

 

   

Shares

 

Shares sold

    30,000  

Net increase (decrease)

    30,000  

 

(1)

The Fund commenced operations on September 7, 2022. The information presented is for the period from September 7, 2022 to December 31, 2022.

 

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

 

42

 

 

Defiance Quantum ETF

 

Financial Highlights

For a capital share outstanding throughout the year/period

 

   

Year Ended December 31,

   

Period
Ended
December 31,

 
   

2022

   

2021

   

2020

   

2019

   

2018 (1)

 

Net asset value, beginning of year/period

  $ 55.76     $ 41.44     $ 29.37     $ 19.96     $ 25.00  
                                         

INCOME (LOSS) FROM INVESTMENT OPERATIONS:

                                       

Net investment income (loss) (2)

    0.56       0.31       0.22       0.22       0.05  

Net realized and unrealized gain (loss) on investments (8)

    (16.48 )     14.26       12.06       9.36       (5.05 )

Total from investment operations

    (15.92 )     14.57       12.28       9.58       (5.00 )
                                         

DISTRIBUTIONS TO SHAREHOLDERS:

                                       

Distributions from:

                                       

Net investment income

    (0.57 )     (0.24 )     (0.19 )     (0.18 )     (0.03 )

Realized gains

          (0.03 )     (0.02 )            

Tax return of capital to shareholders

                            (0.01 )

Total distributions to shareholders

    (0.57 )     (0.27 )     (0.21 )     (0.18 )     (0.04 )
                                         

CAPITAL SHARE TRANSACTIONS

                                       

Transaction fees (Note 7)

    0.00 (3)      0.02       0.00 (3)      0.01       0.00 (3) 
                                         

Net asset value, end of year/period

  $ 39.27     $ 55.76     $ 41.44     $ 29.37     $ 19.96  
                                         

Total return

    -28.56 %     35.27 %     42.01 %     48.20 %     -20.01 %(4)
                                         

SUPPLEMENTAL DATA:

                                       

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

  $ 102,108     $ 178,418     $ 55,941     $ 20,558     $ 2,993  
                                         

RATIOS TO AVERAGE NET ASSETS:

                                       

Expenses to average net assets

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

Net investment income (loss) to average net assets

    1.25 %     0.61 %     0.71 %     0.87 %     0.70 %(6)

Portfolio turnover rate (7)

    24 %     35 %     40 %     45 %     22 %(4)

 

(1)

Commencement of operations on September 4, 2018.

(2)

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

(3)

Less than $0.005.

(4)

Not annualized.

(5)

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

(6)

Annualized.

(7)

Excludes the impact of in-kind transactions.

(8)

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

 

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

 

43

 

 

Defiance Next Gen Connectivity ETF

 

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

 

   

Year Ended December 31,

   

Period
Ended
December 31,

 
   

2022

   

2021

   

2020

   

2019 (1)

 

Net asset value, beginning of year/period

  $ 41.68       $33.60       $26.20     $ 25.00  
                                 

INCOME (LOSS) FROM INVESTMENT OPERATIONS:

                               

Net investment income (loss) (2)

    0.46       0.48       0.38       0.25  

Net realized and unrealized gain (loss) on investments (7)

    (11.77 )     8.09       7.35       1.15  

Total from investment operations

    (11.31 )     8.57       7.73       1.40  
                                 

DISTRIBUTIONS TO SHAREHOLDERS:

                               

Distributions from:

                               

Net investment income

    (0.49 )     (0.47 )     (0.31 )     (0.20 )

Tax return of capital to shareholders

          (0.02 )     (0.02 )      

Total distributions to shareholders

    (0.49 )     (0.49 )     (0.33 )     (0.20 )
                                 

CAPITAL SHARE TRANSACTIONS

                               

Transaction fees (Note 7)

    0.00 (3)            0.00 (3)       
                                 

Net asset value, end of year/period

  $ 29.88     $ 41.68     $ 33.60     $ 26.20  
                                 

Total return

    -27.20 %     25.63 %     29.77 %     5.64 %(4)
                                 

SUPPLEMENTAL DATA:

                               

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

  $ 690,178     $ 1,383,735     $ 890,292     $ 162,461  
                                 

RATIOS TO AVERAGE NET ASSETS:

                               

Expenses to average net assets

    0.30 %     0.30 %     0.30 %     0.30 %(5)

Net investment income (loss) to average net assets

    1.36 %     1.29 %     1.35 %     1.22 %(5)

Portfolio turnover rate (6)

    25 %     24 %     28 %     54 %(4)

 

(1)

Commencement of operations on March 4, 2019.

(2)

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

(3)

Less than $0.005.

(4)

Not annualized.

(5)

Annualized.

(6)

Excludes the impact of in-kind transactions.

(7)

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

 

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

 

44

 

 

Defiance Next Gen H2 ETF

 

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

 

   

Year
Ended
December 31,
2022

   

Period
Ended
December 31,
2021
(1)

 

Net asset value, beginning of year/period

  $ 19.10     $ 27.16  
                 

INCOME (LOSS) FROM INVESTMENT OPERATIONS:

               

Net investment income (loss) (2)

    (0.01 )     (0.03 )

Net realized and unrealized gain (loss) on investments (7)

    (9.74 )     (8.04 )

Total from investment operations

    (9.75 )     (8.07 )
                 

DISTRIBUTIONS TO SHAREHOLDERS:

               

Distributions from:

               

Net investment income

    (0.00 )(3)      

Tax return of capital to shareholders

          (0.00 )(3)

Total distributions to shareholders

    (0.00 )(3)     (0.00 )(3)
                 

CAPITAL SHARE TRANSACTIONS

               

Transaction fees (Note 7)

    0.01       0.01  
                 

Net asset value, end of year/period

  $ 9.36     $ 19.10  
                 

Total return

    -50.98 %     -29.68 %(4)
                 

SUPPLEMENTAL DATA:

               

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

  $ 37,909     $ 65,883  
                 

RATIOS TO AVERAGE NET ASSETS:

               

Expenses to average net assets

    0.30 %     0.30 %(5)

Net investment income (loss) to average net assets

    -0.05 %     -0.15 %(5)

Portfolio turnover rate (6)

    81 %     69 %(4)

 

(1)

Commencement of operations on March 9, 2021.

(2)

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

(3)

Less than $0.005.

(4)

Not annualized.

(5)

Annualized.

(6)

Excludes the impact of in-kind transactions.

(7)

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

 

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

 

45

 

 

Defiance Hotel, Airline, and Cruise ETF

 

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

 

   

Year
Ended
December 31,
2022

   

Period
Ended
December 31,
2021
(1)

 

Net asset value, beginning of year/period

  $ 21.16     $ 24.36  
                 

INCOME (LOSS) FROM INVESTMENT OPERATIONS:

               

Net investment income (loss) (2)

    0.02       (0.05 )

Net realized and unrealized gain (loss) on investments (7)

    (5.05 )     (3.15 )

Total from investment operations

    (5.03 )     (3.20 )
                 

DISTRIBUTIONS TO SHAREHOLDERS:

               

Distributions from:

               

Net investment income

    (0.02 )      

Total distributions to shareholders

    (0.02 )      
                 

CAPITAL SHARE TRANSACTIONS

               

Transaction fees (Note 7)

    0.00 (3)      0.00 (3) 
                 

Net asset value, end of year/period

  $ 16.11     $ 21.16  
                 

Total return

    -23.80 %     -13.12 %(4)
                 

SUPPLEMENTAL DATA:

               

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

  $ 49,523     $ 22,751  
                 

RATIOS TO AVERAGE NET ASSETS:

               

Expenses to average net assets

    0.45 %     0.45 %(5)

Net investment income (loss) to average net assets

    0.10 %     -0.37 %(5)

Portfolio turnover rate (6)

    32 %     26 %(4)

 

(1)

Commencement of operations on June 3, 2021.

(2)

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

(3)

Less than $0.005.

(4)

Not annualized.

(5)

Annualized.

(6)

Excludes the impact of in-kind transactions.

(7)

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

 

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

 

46

 

 

Defiance Digital Revolution ETF

 

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

 

   

Year
Ended
December 31,
2022

   

Period
Ended
December 31,
2021
(1)

 

Net asset value, beginning of year/period

  $ 18.35     $ 24.13  
                 

INCOME (LOSS) FROM INVESTMENT OPERATIONS:

               

Net investment income (loss) (2)

    (0.04 )     (0.01 )

Net realized and unrealized gain (loss) on investments (7)

    (13.93 )     (5.77 )

Total from investment operations

    (13.97 )     (5.78 )
                 

CAPITAL SHARE TRANSACTIONS:

               

Transaction fees (Note 7)

    0.00 (3)       
                 

Net asset value, end of year/period

  $ 4.38     $ 18.35  
                 

Total return

    -76.11 %     -23.93 %(4)
                 

SUPPLEMENTAL DATA:

               

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

  $ 3,946     $ 9,912  
                 

RATIOS TO AVERAGE NET ASSETS:

               

Expenses to average net assets

    0.65 %     0.65 %(5)

Net investment income (loss) to average net assets

    -0.50 %     -0.65 %(5)

Portfolio turnover rate (6)

    81 %     17 %(4)

 

(1)

Commencement of operations on December 1, 2021.

(2)

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

(3)

Less than $0.005.

(4)

Not annualized.

(5)

Annualized.

(6)

Excludes the impact of in-kind transactions.

(7)

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

 

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

 

47

 

 

Defiance Daily Short Digitizing the Economy ETF

 

Financial Highlights
For a capital share outstanding throughout the period

 

   

Period
Ended
December 31,
2022
(1)

 

Net asset value, beginning of period

  $ 25.00  
         

INCOME (LOSS) FROM INVESTMENT OPERATIONS:

       

Net investment income (loss) (2)

    (0.01 )

Net realized and unrealized gain (loss) on investments (6)

    6.46  

Total from investment operations

    6.45  
         

DISTRIBUTIONS TO SHAREHOLDERS:

       

Distributions from:

       

Net investment income

     

Realized gains

     

Total distributions to shareholders

     
         

CAPITAL SHARE TRANSACTIONS

       

Transaction fees (Note 7)

     
         

Net asset value, end of period

  $ 31.45  
         

Total return

    25.82 %(3)
         

SUPPLEMENTAL DATA:

       

Net assets at end of period (000’s)

  $ 944  
         

RATIOS TO AVERAGE NET ASSETS:

       

Expenses to average net assets

    3.16 %(4)

Expenses excluding interest expense to average net assets

    0.95 %(4)

Net investment income (loss) to average net assets

    -0.09 %(4)

Net investment income excluding interest expense to average net assets

    2.12 %(4)

Portfolio turnover rate (5)

    269 %(3)

 

(1)

Commencement of operations on September 7, 2022.

(2)

Calculated based on average shares outstanding during the period.

(3)

Not annualized.

(4)

Annualized.

(5)

Excludes the impact of in-kind transactions.

(6)

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

 

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

 

48

 

 

Defiance ETFs

 

Notes to Financial Statements

December 31, 2022

 

NOTE 1 – ORGANIZATION

 

Defiance Quantum ETF and Defiance Next Gen Connectivity ETF are each a diversified series and Defiance Next Gen H2 ETF, Defiance Hotel, Airline, and Cruise ETF, Defiance Digital Revolution ETF, and Defiance Daily Short Digitizing the Economy ETF are each a non-diversified series (individually each a “Fund” or collectively the “Funds”) of ETF Series Solutions (“ESS” or the “Trust”). The Trust is an open-end management investment company consisting of multiple investment series, organized as a Delaware statutory trust on February 9, 2012. The Trust is registered with the Securities and Exchange Commission (“SEC”) under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company and the offering of the Funds’ shares is registered under the Securities Act of 1933, as amended (the “Securities Act”). The investment objective of Defiance Quantum ETF is to track the total return performance, before fees and expenses, of the BlueStar Quantum Computing and Machine Learning Index®. The investment objective of Defiance Next Gen Connectivity ETF is to track the total return performance, before fees and expenses, of the BlueStar 5G Communications Index™. The investment objective of Defiance Next Gen H2 ETF is to track the total return performance, before fees and expenses, of the BlueStar Hydrogen & NextGen Fuel Cell Index. The investment objective of Defiance Hotel, Airline, and Cruise ETF is to track the total return performance, before fees and expenses, of the BlueStar Global Hotels, Airlines, and Cruises Index. The investment objective of Defiance Digital Revolution ETF is to track the total return performance, before fees and expenses, of the BITA NFT and Blockchain Select Index. The investment objective of Defiance Daily Short Digitizing the Economy ETF is to provide investment results that are approximately the inverse (or opposite) of, before fees and expenses, the daily price and yield performance of the Amplify Transformational Data Sharing ETF (“Amplify ETF”). The table below shows the date each fund commenced operations:

 

Fund

Date of Commencement

 

Defiance Quantum ETF

September 4, 2018

Defiance Next Gen Connectivity ETF

March 4, 2019

Defiance Next Gen H2 ETF

March 9, 2021

Defiance Hotel, Airline, and Cruise ETF

June 3, 2021

Defiance Digital Revolution ETF

December 1, 2021

Defiance Daily Short Digitizing the Economy ETF

September 7, 2022

 

The end of the reporting period for the Funds is December 31, 2022, and the period covered by these Notes to Financial Statements is the period from January 1, 2022 through December 31, 2022 (the “current fiscal period”) for all Funds except Defiance Daily Short Digitizing the Economy ETF. The period covered by these Notes to Financial Statements for Defiance Daily Short Digitizing the Economy is the period from September 7, 2022 through December 31, 2022 (“current fiscal period”).

 

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

 

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

 

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

 

 

A.

Security Valuation. All equity securities, including domestic and foreign common stocks, preferred stocks, and exchange-traded funds, that are traded on a national securities exchange, except those listed on the Nasdaq Global Market®, Nasdaq Global Select Market® and the Nasdaq Capital Market® exchanges (collectively, “Nasdaq”) are valued at the last reported sale price on the exchange on which the security is principally traded. Securities traded on Nasdaq will be valued at the Nasdaq Official Closing Price (“NOCP”). If, on a particular day, an exchange-traded or Nasdaq security does not trade, then the mean between the most recent quoted bid and asked prices will be used. All equity securities that are not traded on a listed exchange are valued at the last sale price in the over-the counter market. If a non-exchange traded security does not trade on a particular day, then the mean between the last quoted closing bid and asked price will be used. Prices denominated in foreign currencies are converted to U.S. dollar equivalents at the current exchange rate, which approximates fair value.

 

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

 

49

 

 

Defiance ETFs

 

Notes to Financial Statements
December 31, 2022 (Continued)

 

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

 

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

 

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

 

 

Level 1 –

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

 

 

Level 2 –

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

 

 

Level 3 –

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

 

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

 

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

 

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

 

Defiance Quantum ETF

 

Assets^

 

Level 1

   

Level 2

   

Level 3

   

Total

 

Common Stocks

  $ 101,831,585     $     $     $ 101,831,585  

Short-Term Investments

    241,886                   241,886  

Investments Purchased with Proceeds from Securities Lending

          11,999,146             11,999,146  

Total Investments in Securities, at value

  $ 102,073,471     $ 11,999,146     $     $ 114,072,617  

 

Defiance Next Gen Connectivity ETF

 

Assets^

 

Level 1

   

Level 2

   

Level 3

   

Total

 

Common Stocks

  $ 684,653,121     $     $     $ 684,653,121  

Short-Term Investments

    6,431,933                   6,431,933  

Investments Purchased with Proceeds from Securities Lending

          50,652,640             50,652,640  

Total Investments in Securities, at value

  $ 691,085,054     $ 50,652,640     $     $ 741,737,694  

 

50

 

 

Defiance ETFs

 

Notes to Financial Statements
December 31, 2022 (Continued)

 

Defiance Next Gen H2 ETF

 

Assets^

 

Level 1

   

Level 2

   

Level 3

   

Total

 

Common Stocks

  $ 37,576,603     $     $ 0 (1)    $ 37,576,603  

Short-Term Investments

    490,435                   490,435  

Total Investments in Securities, at value

  $ 38,067,038     $     $ 0 (1)    $ 38,067,038  

 

Defiance Hotel, Airline, and Cruise ETF

 

Assets^

 

Level 1

   

Level 2

   

Level 3

   

Total

 

Common Stocks

  $ 48,953,866     $     $     $ 48,953,866  

Preferred Stocks

    176,964                   176,964  

Short-Term Investments

    330,150                   330,150  

Total Investments in Securities, at value

  $ 49,460,980     $     $     $ 49,460,980  

 

Defiance Digital Revolution ETF

 

Assets^

 

Level 1

   

Level 2

   

Level 3

   

Total

 

Common Stocks

  $ 3,919,547     $     $     $ 3,919,547  

Rights

          0 (1)            0 (1) 

Short-Term Investments

    24,991                   24,991  

Total Investments in Securities, at value

  $ 3,944,538     $ 0 (1)    $     $ 3,944,538  

 

Defiance Daily Short Digitizing the Economy ETF

 

Assets^

 

Level 1

   

Level 2

   

Level 3

   

Total

 

Short-Term Investments

  $ 10,553     $ 745,762     $     $ 756,315  

Total Investments in Securities, at value

  $ 10,553     $ 745,762     $     $ 756,315  

 

Liabilities^

 

Level 1

   

Level 2

   

Level 3

   

Total

 

Exchange Traded Funds

  $ 940,464     $     $     $ 940,464  

Total Securities Sold Short, at value

  $ 940,464     $     $     $ 940,464  

 

^

See Schedule of Investments and Schedule of Securities Sold Short for further disaggregation of investment categories.

(1)

Represents less than $0.50.

 

Defiance Next Gen H2 ETF

 

The following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value:

 

    Balance
as of
12/31/2021
    Net Realized
Gain (Loss)
    Change in Net
Unrealized
Appreciation
(Depreciation)
    Purchases     Sales     Transfers
Into
Level 3
    Transfers
Out of
Level 3
    Balance
as of
12/31/2022
 
Common Stocks   $ 3,043,901     $ (2,990,385 )   $ 10,409     $ 1,682,239     $ (1,746,164 )   $ 0     $     $ 0  

 

The transfer occurred due to a halt and delisting of trading on the Toronto Stock Exchange due to failure to meet continued listing requirements. None of the other Funds recognized transfers to or from Level 3.

 

51

 

 

Defiance ETFs

 

Notes to Financial Statements
December 31, 2022 (Continued)

 

 

B.

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

 

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

 

 

C.

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

 

 

D.

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

 

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

 

 

E.

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

 

 

F.

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

 

 

G.

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

 

52

 

 

Defiance ETFs

 

Notes to Financial Statements
December 31, 2022 (Continued)

 

 

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.

Short Positions. Defiance Daily Short Digitizing the Economy ETF sells securities it does not own in anticipation of a decline in the fair value of those securities (e.g., short sales not against the box). When the Fund sells a security short, it must borrow the security sold short and deliver it to the broker-dealer through which it made the short sale. A gain, limited to the price at which the Fund sold the security short, or a loss, unlimited in size, will be recognized upon the termination of a short sale. For financial statement purposes, cash proceeds from securities sold short are included in the Statement of Assets and Liabilities as deposits at broker for securities sold short. The amount of the securities sold short, shown as a liability, is subsequently marked-to-market to reflect the current value of the short positions. Subsequent fluctuations in the market prices of securities sold short may require purchasing the securities at prices which could differ from the amount reflected in the Statement of Assets and Liabilities. The Fund is liable for any dividends or interest payable on securities while those securities are in a short position. Dividend and interest expense paid by the Fund, if any, are displayed in the Expenses section of the Statement of Operations. As collateral for its short positions, the Fund also maintains segregated “Permissible Assets” consisting of cash, cash equivalents, or liquid securities. These segregated assets are valued consistent with Note 2A above. The Adviser shall earmark or instruct the Fund’s custodian to segregate Permissible Assets in an amount at least equal to the market value, calculated on a daily basis, of the securities sold short plus any dividends declared with respect to such securities and payable by the Fund.

 

 

J.

Reclassification of Capital Accounts. U.S. GAAP requires that certain components of net assets relating to permanent differences be reclassified between financial and tax reporting. These reclassifications have no effect on net assets or NAV per share and are primarily due to differing book and tax treatments for in-kind transactions and net operating losses. For the fiscal period ended December 31, 2022, the following table shows the reclassifications made:

 

   

Distributable
Earnings
(Accumulated
Deficit)

   

Paid-In
Capital

 

Defiance Quantum ETF

  $ (5,604,221 )   $ 5,604,221  

Defiance Next Gen Connectivity ETF

    (62,464,031 )     62,464,031  

Defiance Next Gen H2 ETF

    1,580,526       (1,580,526 )

Defiance Hotel, Airline, and Cruise ETF

    1,141,120       (1,141,120 )

Defiance Digital Revolution ETF

    81,094       (81,094 )

Defiance Daily Short Digitizing the Economy ETF

    231       (231 )

 

During the fiscal period ended December 31, 2022, 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.

 

Defiance Quantum ETF

  $ 5,604,221  

Defiance Next Gen Connectivity ETF

    62,509,199  

Defiance Next Gen H2 ETF

    (1,474,014 )

Defiance Hotel, Airline, and Cruise ETF

    (1,141,120 )

Defiance Digital Revolution ETF

    (36,091 )

Defiance Daily Short Digitizing the Economy ETF

     

 

53

 

 

Defiance ETFs

 

Notes to Financial Statements
December 31, 2022 (Continued)

 

 

K.

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. On January 12, 2023, the Board approved, from the recommendation of the Fund’s Adviser, a plan of liquidation for Defiance Digital Revolution ETF to close at the end of business on February 28, 2023. There were no other events or transactions that occurred during the period subsequent to the end of the current fiscal period that materially impacted the amounts or disclosures in the Funds’ financial statements.

 

NOTE 3 – COMMITMENTS AND OTHER RELATED PARTY TRANSACTIONS

 

Defiance ETFs, LLC (the “Adviser”), serves as the investment adviser to the Funds. Pursuant to an Investment Advisory Agreement (“Advisory Agreement”) between the Trust, on behalf of the Funds, and the Adviser, the Adviser provides investment advice to the Funds and oversees the day-to-day operations of the Funds, subject to the direction and control of the Board and the officers of the Trust.

 

Under the Advisory Agreement, the Adviser is responsible for arranging, in consultation with each Fund’s respective sub-adviser: transfer agency, custody, fund administration and accounting, and all other related services necessary for the Funds to operate. Penserra Capital Management LLC serves as the sub-adviser for Defiance Quantum ETF, Defiance Next Gen Connectivity ETF, Defiance Next Gen H2 ETF, Defiance Hotel, Airline, and Cruise ETF, and Defiance Digital Revolution ETF and Vident Investment Advisory, LLC serves as the sub-adviser for Defiance Daily Short Digitizing the Economy ETF (each, respectively, the “Sub-Adviser”).

 

Under the Advisory Agreement, the Adviser has agreed to pay all expenses of the Funds except for: the fee paid to the Adviser pursuant to the Advisory Agreement, interest charges on any borrowings, dividends, and other expenses on securities sold short, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, extraordinary expenses, and distribution (12b-1) fees and expenses.

 

The Funds pay the Adviser a unified management fee, calculated daily and paid monthly, at the following annual rate based on each Fund’s average daily net assets:

 

Defiance Quantum ETF

    0.40 %

Defiance Next Gen Connectivity ETF

    0.30 %

Defiance Next Gen H2 ETF

    0.30 %

Defiance Hotel, Airline, and Cruise ETF

    0.45 %

Defiance Digital Revolution ETF

    0.65 %

Defiance Daily Short Digitizing the Economy ETF

    0.95 %

 

The Adviser is responsible for paying the Sub-Adviser.

 

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

 

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

 

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

 

NOTE 4 – SECURITIES LENDING

 

Defiance Quantum ETF and Defiance Next Gen Connectivity ETF may lend up to 33⅓ percent of the value of the securities in their portfolios to brokers, dealers and financial institutions (but not individuals) under terms of participation in a securities lending program administered by the Securities Lending Agent. The securities lending agreement requires that loans are collateralized at all times in an amount equal to at least 102% of the value of any domestic loaned securities at the time of the

 

54

 

 

Defiance ETFs

 

Notes to Financial Statements
December 31, 2022 (Continued)

 

loan plus accrued interest. The use of loans of foreign securities, which are denominated and payable in U.S. dollars, shall be collateralized in an amount equal to 105% of the value of any loaned securities at the time of the loan plus accrued interest. The Funds receive compensation in the form of fees and earn interest on the cash collateral. The amount of fees depends on a number of factors including the type of security and length of the loan. The Funds continue to receive interest payments or dividends on the securities loaned during the borrowing period. Gain or loss in the value of securities loaned that may occur during the term of the loan will be for the account of the Funds. The Funds have the right under the terms of the securities lending agreements to recall the securities from the borrower on demand.

 

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

 

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

 

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

 

Fund

 

Value of
Securities
on Loan

   

Payable for
Collateral
Received*

 

Defiance Quantum ETF

  $ 11,552,426     $ 11,999,146  

Defiance Next Gen Connectivity ETF

    49,458,383       50,652,640  

 

*

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

 

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

 

Fund

 

Net Fees and
Interest Earned

 

Defiance Quantum ETF

  $ 206,629  

Defiance Next Gen Connectivity ETF

    632,932  

 

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

 

55

 

 

Defiance ETFs

 

Notes to Financial Statements
December 31, 2022 (Continued)

 

NOTE 5 – PURCHASES AND SALES OF SECURITIES

 

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

 

   

Purchases

   

Sales

 

Defiance Quantum ETF

  $ 31,523,352     $ 32,476,821  

Defiance Next Gen Connectivity ETF

    238,399,369       235,728,189  

Defiance Next Gen H2 ETF

    43,151,114       39,171,414  

Defiance Hotel, Airline, and Cruise ETF

    13,624,934       12,103,157  

Defiance Digital Revolution ETF

    6,742,151       6,740,445  

Defiance Daily Short Digitizing the Economy ETF

    1,128,910       2,263,215  

 

During the current fiscal period, purchases and sales of U.S. Government securities by Defiance Daily Short Digitizing the Economy ETF were $2,237,881 and $1,500,000, respectively. No other Funds had purchases or sales of U.S. Government securities.

 

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

 

   

In-Kind
Purchases

   

In-Kind
Sales

 

Defiance Quantum ETF

  $ 6,329,104     $ 31,020,924  

Defiance Next Gen Connectivity ETF

    13,793,981       352,193,346  

Defiance Next Gen H2 ETF

    10,779,255       5,303,515  

Defiance Hotel, Airline, and Cruise ETF

    52,291,241       12,644,287  

Defiance Digital Revolution ETF

    5,988,782       276,556  

Defiance Daily Short Digitizing the Economy ETF

           

 

NOTE 6 – INCOME TAX INFORMATION

 

The components of distributable earnings (accumulated deficit) and cost basis of investments for federal income tax purposes at December 31, 2022 were as follows:

 

   

Defiance
Quantum ETF

   

Defiance
Next Gen
Connectivity ETF

   

Defiance Next
Gen H2 ETF

   

Defiance Hotel,
Airline, and
Cruise ETF

 

Tax cost of investments

  $ 130,906,984     $ 851,484,376     $ 60,940,296     $ 61,843,142  

Gross tax unrealized appreciation

  $ 7,552,277     $ 49,408,199     $ 885,187     $ 769,578  

Gross tax unrealized depreciation

    (24,388,390 )     (159,156,472 )     (23,753,558 )     (13,151,467 )

Net tax unrealized appreciation (depreciation)

    (16,836,113 )     (109,748,273 )     (22,868,371 )     (12,381,889 )

Undistributed ordinary income

    70,743                   62,070  

Undistributed long-term capital gain

                       

Other accumulated gain (loss)

    (9,464,481 )     (53,097,215 )     (30,070,317 )     (2,119,311 )

Distributable earnings (accumulated deficit)

  $ (26,229,851 )   $ (162,845,488 )   $ (52,938,688 )   $ (14,439,130 )

 

56

 

 

Defiance ETFs

 

Notes to Financial Statements
December 31, 2022 (Continued)

 

   

Defiance Digital
Revolution ETF

   

Defiance Daily
Short Digitizing
the Economy ETF

 

Tax cost of investments

  $ 9,289,728     $ 756,296  

Gross tax unrealized appreciation

  $ 97,141     $ 193,861  

Gross tax unrealized depreciation

    (5,441,150 )      

Net tax unrealized appreciation (depreciation)

    (5,344,009 )     193,861  

Undistributed ordinary income

           

Undistributed long-term capital gain

           

Other accumulated gain (loss)

    (8,136,560 )      

Distributable earnings (accumulated deficit)

  $ (13,480,569 )   $ 193,861  

 

The difference between the cost basis for financial statement and federal income tax purposes is due primarily to timing differences in recognizing wash sales and unrealized appreciation on investments in passive foreign investment companies. The unrealized appreciation (depreciation) in the table above includes unrealized foreign currency gains of $273 and unrealized appreciation on securities held short of $235,052 for the Defiance Hotel, Airline, and Cruise ETF and Defiance Daily Short Digitizing the Economy ETF, respectively.

 

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 December 31, 2022, the Funds did not elect to defer any post-October capital losses or late-year ordinary losses.

 

As of December 31, 2022, the Funds had the following capital loss carryforwards with no expiration date:

 

   

Short-Term

   

Long-Term

 

Defiance Quantum ETF

  $ 4,608,320     $ 4,856,161  

Defiance Next Gen Connectivity ETF

    31,560,183       21,537,032  

Defiance Next Gen H2 ETF

    22,106,186       7,964,131  

Defiance Hotel, Airline, and Cruise ETF

    1,871,333       247,978  

Defiance Digital Revolution ETF

    7,898,845       237,715  

Defiance Daily Short Digitizing the Economy ETF

           

 

During the fiscal period ended December 31, 2022, the Funds did not utilize any short-term or long-term capital loss carryforwards that were available as of December 31, 2021.

 

The tax character of distributions paid by the Funds during the fiscal period ended December 31, 2022, were as follows:

 

   

Ordinary
Income

   

Long-Term
Capital Gain

   

Return of
Capital

 

Defiance Quantum ETF

  $ 1,612,524     $     $  

Defiance Next Gen Connectivity ETF

    13,051,189              

Defiance Next Gen H2 ETF

                 

Defiance Hotel, Airline, and Cruise ETF

    63,540              

Defiance Digital Revolution ETF

                 

Defiance Daily Short Digitizing the Economy ETF

                 

 

57

 

 

Defiance ETFs

 

Notes to Financial Statements
December 31, 2022 (Continued)

 

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

 

   

Ordinary
Income

   

Long-Term
Capital Gain

   

Return of
Capital

 

Defiance Quantum ETF

  $ 590,541     $ 99,820     $  

Defiance Next Gen Connectivity ETF

    15,735,900             525,022  

Defiance Next Gen H2 ETF

                6,902  

Defiance Hotel, Airline, and Cruise ETF

                 

Defiance Digital Revolution ETF

                 

Defiance Daily Short Digitizing the Economy ETF

    N/A       N/A       N/A  

 

NOTE 7 – SHARE TRANSACTIONS

 

Shares of Defiance Quantum ETF, Defiance Next Gen Connectivity ETF, Defiance Next Gen H2 ETF, Defiance Hotel, Airline, and Cruise ETF, and Defiance Digital Revolution ETF are listed and traded on the New York Stock Exchange Arca, Inc. (“NYSE Arca”). Shares of Defiance Daily Short Digitizing the Economy ETF are listed and traded on the Nasdaq Stock Market LLC. Market prices for the shares may be different from their NAV. The Funds issue and redeem shares on a continuous basis at NAV generally in blocks of shares, called “Creation Units.” Defiance Quantum ETF and Defiance Next Gen Connectivity ETF generally issue Creation Units in blocks of 50,000 shares; Defiance Next Gen H2 ETF and Defiance Hotel, Airline, and Cruise ETF generally issue Creation Units in blocks of 25,000 shares; and Defiance Digital Revolution ETF and Defiance Daily Short Digitizing the Economy ETF generally issue Creation Units in blocks of 10,000 shares.

 

Creation Units are issued and redeemed principally in-kind for securities included in a specified universe. Once created, shares generally trade in the secondary market at market prices that change throughout the day. Except when aggregated in Creation Units, shares are not redeemable securities of the Funds. Creation Units may only be purchased or redeemed by certain financial institutions (“Authorized Participants”). An Authorized Participant is either (i) a broker-dealer or other participant in the clearing process through the Continuous Net Settlement System of the National Securities Clearing Corporation or (ii) a Depository Trust Company participant and, in each case, must have executed a Participant Agreement with the Distributor. Most retail investors do not qualify as Authorized Participants nor have the resources to buy and sell whole Creation Units. Therefore, they are unable to purchase or redeem shares directly from the Funds. Rather, most retail investors may purchase shares in the secondary market with the assistance of a broker and are subject to customary brokerage commissions or fees.

 

The Funds each currently offer one class of shares, which has no front-end sales load, no deferred sales charge, and no redemption fee. A fixed transaction fee is imposed for the transfer and other transaction costs associated with the purchase or sale of Creation Units. The standard fixed transaction fee for the Funds is $500, payable to the Custodian, except for Defiance Daily Short Digitizing the Economy ETF whose standard fixed transaction fee is $300. The fixed transaction fee may be waived on certain orders if the Funds’ Custodian has determined to waive some or all of the costs associated with the order or another party, such as the Adviser, has agreed to pay such fee. In addition, a variable fee may be charged on all cash transactions or substitutes for Creation Units of up to a maximum of 2% of the value of the Creation Units subject to the transaction. Variable fees are imposed to compensate the Funds for transaction costs associated with the cash transactions. Variable fees received by the Funds, if any, are displayed in the capital shares transactions section of the Statements of Changes in Net Assets. The Funds may issue an unlimited number of shares of beneficial interest, with no par value. All shares of the Funds have equal rights and privileges.

 

NOTE 8 – PRINCIPAL RISKS

 

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

 

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

 

58

 

 

Defiance ETFs

 

Notes to Financial Statements
December 31, 2022 (Continued)

 

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

 

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

 

Concentration in Hydrogen and Fuel Cell Companies Risk. (Defiance Next Gen H2 ETF) The Fund’s investments will be concentrated in an industry or group of industries to the extent that the Index is so concentrated. In such event, the value of the Shares may rise and fall more than the value of shares of a fund that invests in securities of companies in a broader range of industries. The Index is expected to be concentrated in hydrogen and fuel cell companies. Such companies may depend largely on the availability of hydrogen gas, certain third-party key suppliers for components in their products, and a small number of customers for a significant portion of their business. Hydrogen and fuel cell companies are also subject to risks related to the obsolescence of existing technology, short product cycles, falling prices and profits, competition from new market entrants, and general economic conditions that significantly affect the hydrogen, fuel cell, and overall clean energy industry. Risks associated with hazardous materials, fluctuations in energy prices and supply and demand of alternative energy fuels, energy conservation, the success of exploration projects and tax and other government regulations can also significantly affect this industry. Shares in the companies involved in this industry may be significantly more volatile than shares of companies operating in other, more established industries.

 

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

 

Concentration in Digital Revolution Companies Risk. (Defiance Digital Revolution ETF) The Index, and consequently the Fund, is expected to concentrate its investments (i.e., hold more than 25% of its total assets) in the securities of Digital Revolution Companies. As a result, the value of the Fund’s shares may rise and fall more than the value of shares of a fund that invests in

 

59

 

 

Defiance ETFs

 

Notes to Financial Statements
December 31, 2022 (Continued)

 

securities of companies in a broader range of industries. In addition, at times, Digital Revolution Companies may be out of favor and underperform other industries or groups of industries or the market as a whole. In such event, the value of the Shares may rise and fall more than the value of shares of a fund that invests in securities of companies in a broader range of industries.

 

Daily Inverse Correlation/Tracking Risk. (Defiance Daily Short Digitizing the Economy ETF) Investors will lose money when the Amplify ETF appreciates in value. There is no guarantee that the Fund will achieve a high degree of inverse correlation to the Amplify ETF and therefore achieve its daily inverse investment objective. The Fund’s exposure to the Amplify ETF is impacted by the Amplify ETF’s portfolio holdings movement. Because of this, it is unlikely that the Fund will be perfectly exposed to the Amplify ETF at the end of each day. The possibility of the Fund being materially over- or under-exposed to the Amplify ETF increases on days when the Amplify ETF is volatile near the close of the trading day. Market disruptions, regulatory restrictions and high volatility will also adversely affect the Fund’s ability to adjust exposure to the required levels. Due to the inverse nature of the Fund’s investment strategy, the occurrence of some of these events or market conditions discussed below may be favorable to the Fund’s returns; however, nonoccurrence of these events below could have no effect on the Fund’s returns, or could cause the value of the Fund’s assets to decrease. The Fund may have difficulty achieving its daily inverse investment objective due to fees, expenses, transaction costs, financing costs related to the use of derivatives, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the securities or derivatives held by the Fund. The Fund may be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being over- or under-exposed to the Amplify ETF. The Fund may take or refrain from taking positions to improve tax efficiency or to comply with various regulatory restrictions, which may negatively impact the Fund’s inverse correlation to the Amplify ETF. Any of these factors could decrease correlation between the performance of the Fund and the Amplify ETF and may hinder the Fund’s ability to meet its daily inverse investment objective.

 

60

 

 

Defiance ETFs

 


Report of Independent Registered Public Accounting Firm

 

To the Shareholders of Defiance 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 and securities sold short (as applicable), of Defiance ETFS comprising the Funds listed below (the “Funds”), each a series of ETF Series Solutions, as of December 31, 2022, the related statements of operations, the statements of changes in net assets, the related notes, and the financial highlights for each of the periods indicated below (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of each of the Funds as of December 31, 2022, the results of their operations, the changes in net assets, and the financial highlights for each of the periods indicated below in conformity with accounting principles generally accepted in the United States of America.

 

Fund Name

Statements of
Operations

Statements of Changes
in Net Assets

Financial
Highlights

Defiance Quantum ETF

For the year ended December 31, 2022

For the years ended December 31, 2022 and 2021

For the years ended December 31, 2022, 2021, 2020 and 2019 and for the period from September 4, 2018 (commencement of operations) to December 31, 2018

Defiance Next Gen Connectivity ETF

For the year ended December 31, 2022

For the years ended December 31, 2022 and 2021

For the years ended December 31, 2022, 2021 and 2020 and for the period from March 4, 2019 (commencement of operations) to December 31, 2019

Defiance Next Gen H2 ETF

For the year ended December 31, 2022

For the year ended December 31, 2022 and for the period from March 9, 2021 (commencement of operations) to December 31, 2021

Defiance Hotel, Airline, and Cruise ETF

For the year ended December 31, 2022

For the year ended December 31, 2022 and for the period from June 3, 2021 (commencement of operations) to December 31, 2021

Defiance Digital Revolution ETF

For the year ended December 31, 2022

For the year ended December 31, 2022 and for the period from December 1, 2021 (commencement of operations) to December 31, 2021

Defiance Daily Short Digitizing the Economy ETF

For the period from September 7, 2022 (commencement of operations) to December 31, 2022

 

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

 

61

 

 

Defiance ETFs

 

Report of Independent Registered Public Accounting Firm
(Continued)

 

securities owned as of December 31, 2022, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

We have served as the Funds’ auditor since 2018.

 

 

COHEN & COMPANY, LTD.
Milwaukee, Wisconsin
February 24, 2023

 

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Defiance 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).

57

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

David A. Massart
Born: 1967

Trustee and Nominating and Governance Committee Chairman

Indefinite term;
since 2012; Committee Chairman since 2023

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

57

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).

57

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).

57

None

 

63

 

 

Defiance 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).

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).

Vladimir V. Gurevich
Born: 1983

Assistant Treasurer

Indefinite term;
since 2022

Officer, U.S. Bancorp Fund Services, LLC (since 2021); Fund Administrator, UMB Fund Services, Inc. (2015 -2021).

 

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, or by accessing the SEC’s website at www.sec.gov, or by accessing the Funds’ website at www.defianceetfs.com.

 

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Defiance ETFs

 

Expense Examples

For the Six-Months Ended December 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 Funds and to compare these costs with the ongoing costs of investing in other funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated in the following Expense Example tables.

 

Actual Expenses

 

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

 

Hypothetical Example for Comparison Purposes

 

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

 

Defiance Quantum ETF

 

 

Beginning
Account Value
July 1, 2022

Ending
Account Value
December 31, 2022

Expenses
Paid During
the Period
(1)

Actual

$1,000.00

$ 976.70

$1.99

Hypothetical (5% annual return before expenses)

$1,000.00

$ 1,023.19

$2.04

 

(1)

The dollar amounts shown as expenses paid during the period are equal to the annualized expense ratio, 0.40%, multiplied by the average account value during the six-month period, multiplied by 184/365, to reflect the one-half year period.

 

Defiance Next Gen Connectivity ETF

 

 

Beginning
Account Value
July 1, 2022

Ending
Account Value
December 31, 2022

Expenses
Paid During
the Period
(2)

Actual

$1,000.00

$ 955.00

$1.48

Hypothetical (5% annual return before expenses)

$1,000.00

$ 1,023.69

$1.53

 

(2)

The dollar amounts shown as expenses paid during the period are equal to the annualized expense ratio, 0.30%, multiplied by the average account value during the six-month period, multiplied by 184/365, to reflect the one-half year period.

 

Defiance Next Gen H2 ETF

 

 

Beginning
Account Value
July 1, 2022

Ending
Account Value
December 31, 2022

Expenses
Paid During
the Period
(3)

Actual

$1,000.00

$ 854.80

$1.40

Hypothetical (5% annual return before expenses)

$1,000.00

$ 1,023.69

$1.53

 

(3)

The dollar amounts shown as expenses paid during the period are equal to the annualized expense ratio, 0.30%, multiplied by the average account value during the six-month period, multiplied by 184/365, to reflect the one-half year period.

 

65

 

 

Defiance ETFs

 

Expense Examples
For the Six-Months Ended December 31, 2022 (Unaudited) (Continued)

 

Defiance Hotel, Airline, and Cruise ETF

 

 

Beginning
Account Value
July 1, 2022

Ending
Account Value
December 31, 2022

Expenses
Paid During
the Period
(4)

Actual

$1,000.00

$ 1,069.80

$2.35

Hypothetical (5% annual return before expenses)

$1,000.00

$ 1,022.94

$2.29

 

(4)

The dollar amounts shown as expenses paid during the period are equal to the annualized expense ratio, 0.45%, multiplied by the average account value during the six-month period, multiplied by 184/365, to reflect the one-half year period.

 

Defiance Digital Revolution ETF

 

 

Beginning
Account Value
July 1, 2022

Ending
Account Value
December 31, 2022

Expenses
Paid During
the Period
(5)

Actual

$1,000.00

$ 729.40

$2.83

Hypothetical (5% annual return before expenses)

$1,000.00

$ 1,021.93

$3.31

 

(5)

The dollar amounts shown as expenses paid during the period are equal to the annualized expense ratio, 0.65%, multiplied by the average account value during the six-month period, multiplied by 184/365, to reflect the one-half year period.

 

Defiance Daily Short Digitizing the Economy ETF

 

 

Beginning
Account Value
September 7, 2022
(6)

Ending
Account Value
December 31, 2022

Expenses
Paid During
the Period

Actual

$1,000.00

$ 1,258.20

$11.24(7)

Hypothetical (5% annual return before expenses)

$1,000.00

$1,009.28

$16.00(8)

 

(6)

Fund commencement.

(7)

The dollar amount shown as expenses paid during the period is equal to the annualized expense ratio, 3.16%, multiplied by the average account value during the period, multiplied by 115/365, to reflect the period.

(8)

The dollar amount shown as expenses paid during the period is equal to the annualized expense ratio, 3.16%, multiplied by the average account value during the six-month period, multiplied by 184/365, to reflect the one-half year period.

 

66

 

 

Defiance ETFs

 

Review of Liquidity Risk Management Program

(Unaudited)

 

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

 

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

 

At a recent meeting of the Board of Trustees of the Trust, the Trustees received a report pertaining to the operation, adequacy, and effectiveness of implementation of the Program for the period ended December 31, 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.

 

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Defiance Daily Short Digitizing the Economy ETF

 

Approval of Advisory Agreements and Board Considerations

(Unaudited)

 

Pursuant to Section 15(c) of the Investment Company Act of 1940 (the “1940 Act”), at a meeting held on April 20-21, 2022 (the “Meeting”), the Board of Trustees (the “Board”) of ETF Series Solutions (the “Trust”) considered the approval of the Investment Advisory Agreement (the “Advisory Agreement”) between Defiance ETFs, LLC (the “Adviser”) and the Trust, on behalf of the Defiance Short Blockchain and Digital Assets Industry ETF (the “Fund”), and the Investment Sub-Advisory Agreement (the “Sub-Advisory Agreement”) (together, the “Agreements”) among the Adviser, the Trust, on behalf of the Fund, and Vident Investment Advisory, LLC (the “Sub-Adviser”), each for an initial two-year term.

 

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

 

The Board also considered that the Adviser and Sub-Adviser, along with other service providers of the Fund, had provided written updates on the firm over the course of the year with respect to their roles as investment adviser and sub-adviser, respectively, to other series in the Trust. The Board considered that information alongside the Materials in its consideration of whether the Agreements should be approved. Additionally, a representative from the Adviser provided an oral overview of the Fund’s strategy, the services to be provided to the Fund by the Adviser, and additional information about the Adviser’s personnel and operations. The Board then discussed the Materials, the Adviser’s oral presentation, and any other information that the Board received at the Meeting and deliberated on the approval of the Agreements in light of this information.

 

Approval of the Advisory Agreement with the Adviser

 

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

 

The Board also considered the services to be provided to the Fund, such as monitoring adherence to the Fund’s investment restrictions, oversight of the Fund’s proposed sub-adviser, monitoring the Fund’s adherence to its investment restrictions and compliance with the Fund’s policies and procedures and applicable securities regulations, as well as the extent to which the Fund achieves its investment objective.

 

Historical Performance. The Board noted that the Fund had not yet commenced operations and concluded that the performance of the Fund, thus, was not a relevant factor in the context of the Board’s deliberations on the Advisory Agreement. The Board also considered that the Fund is actively managed, but it is designed to provide investment results that are approximately the inverse (or opposite) of, before fees and expenses, the daily price and yield of the Amplify Transformational Data Sharing ETF (the “Amplify ETF”). The Amplify ETF invests primarily in the equities of companies actively involved in the development and utilization of “transformational data sharing technologies”. Consequently, with respect to the Fund’s future performance, the Board will focus on the Adviser’s services, including its oversight of the Sub-Adviser’s day-to-day management of the Fund in seeking to provide daily performance results that are the inverse of the Amplify ETF.

 

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

 

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Defiance Daily Short Digitizing the Economy ETF

 

Approval of Advisory Agreements and Board Considerations

(Unaudited) (Continued)

 

at the high end of the range of expense ratios of comparable funds selected by Barrington (the “Peer Group”). The Board also noted that the Fund’s proposed net expense ratio was within the range of net expense ratios for a group of the Fund’s most direct competitors, as selected by the Adviser (the “Selected Peer Group”). The Board noted that the Selected Peer Group is based on ETFs that either (i) seek exposure to bitcoin through investment in bitcoin futures or (ii) seek to obtain daily inverse exposure to a concentrated portfolio of secular growth companies. The Board took into consideration the Adviser’s view that, in light of nature of the investment exposure provided by the Amplify ETF, funds that invest in bitcoin futures to gain exposure to bitcoin are apt peers for purposes of fee and expense comparisons.

 

The Board took into consideration that the Adviser would charge a “unified fee,” meaning the Fund would pay no expenses other than the advisory fee and, if applicable, certain other costs such as interest, brokerage, acquired fund fees and expenses, extraordinary expenses and, to the extent it is implemented, fees pursuant to a Distribution and/or Shareholder Servicing (12b-1) Plan. The Board noted that the Adviser would be responsible for compensating the Trust’s other service providers and paying the Fund’s other expenses out of its own fee and resources.

 

The Board then considered the Adviser’s financial resources and information regarding the Adviser’s ability to support its management of the Fund and obligations under the unified fee arrangement, noting that the Adviser had provided its financial statements for the Board’s review. The Board also evaluated the compensation and benefits expected to be received by the Adviser from its relationship with the Fund, taking into account an analysis of the Adviser’s anticipated profitability with respect to the Fund at various Fund asset levels as well as the financial resources the Adviser had committed and proposed to commit to its business. The Board determined such analyses were not a significant factor given that the Fund had not yet commenced operations and, consequently, the future size of the Fund and the Adviser’s future profitability were generally unpredictable.

 

The Board considered the Fund’s expenses and the structure of the Fund’s advisory fee with respect to potential economies of scale. The Board noted that the Fund’s fee structure did not contain any breakpoint reductions as the Fund’s assets grow but considered that the Fund’s fee structure is a unified fee. The Board concluded that the current fee structure reflects a sharing of economies of scale between the Adviser and the Fund at the Fund’s current asset level. The Board also noted its intention to monitor fees as the Fund grows in size and assess whether advisory fee breakpoints may be warranted.

 

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

 

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

 

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

 

In considering the nature, extent, and quality of the services to be provided by the Sub-Adviser, the Board considered reports of the Trust’s CCO with respect to the Sub-Adviser’s compliance program and the Sub-Adviser’s experience providing investment management services to other ETFs, including other series of the Trust. The Trustees further noted that they had received and reviewed the Sub-Adviser’s Materials, including the Sub-Adviser’s response to a detailed series of questions regarding its business operations, key personnel, investment decision-making process, and compliance policies, and they had reviewed additional detailed information about the Sub-Adviser at previous Board meetings. The Board also considered the Sub-Adviser’s resources and capacity with respect to portfolio management, compliance, and operations given the number of funds for which it would serve as sub-adviser.

 

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Defiance Daily Short Digitizing the Economy ETF

 

Approval of Advisory Agreements and Board Considerations

(Unaudited) (Continued)

 

Historical Performance. The Board noted that the Fund had not yet commenced operations. Consequently, the Board determined that performance was not a relevant consideration in the context of the Board’s deliberations on the Sub-Advisory Agreement. The Board also considered that the Fund is actively managed but is designed to provide daily performance results that are the inverse of the Amplify ETF. Consequently, with respect to the Fund’s future performance, the Board will focus on the Sub-Adviser’s services, including how closely the Fund tracks the daily inverse performance of the Amplify ETF.

 

Costs of Services to be Provided and Economies of Scale. The Board then reviewed the advisory fee to be paid by the Adviser to the Sub-Adviser for its services to the Fund. The Board considered the fees to be paid to the Sub-Adviser would be paid by the Adviser from the fee the Adviser receives from the Fund and noted that the fee reflected an arm’s-length negotiation between the Adviser and the Sub-Adviser. The Board further determined the sub-advisory fee reflects an appropriate allocation of the advisory fee paid to the Adviser given the work performed by each firm and noted that the sub-advisory fees were generally in line with those charged by the Sub-Adviser in connection with other funds managed by the Sub-Adviser. The Board also evaluated the compensation and benefits expected to be received by the Sub-Adviser from its relationship with the Fund, taking into account an analysis of the Sub-Adviser’s estimated profitability with respect to the Fund at various Fund asset levels.

 

The Board expressed the view that the Sub-Adviser might realize economies of scale in managing the Fund as assets grow in size. The Board further noted that because the Fund pays the Adviser a unified fee, any benefits from breakpoints in the sub-advisory fee schedule would accrue to the Adviser, rather than Fund shareholders. Consequently, the Board determined that it would monitor fees as the Fund grows to determine whether economies of scale were being effectively shared with the Fund and its shareholders.

 

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

 

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Defiance ETFs

 

Federal Tax Information

(Unaudited)

 

For the fiscal year/period ended December 31, 2022, certain dividends paid by the Funds may be subject to a maximum rate of 23.8%, as provided for by the Jobs and Growth Tax Relief Reconciliation Act of 2003. The percentage of dividends declared from ordinary income designated as qualified dividend income was as follows:

 

Defiance Quantum ETF

100.00%

Defiance Next Gen Connectivity ETF

100.00%

Defiance Next Gen H2 ETF

0.00%

Defiance Hotel, Airline, and Cruise ETF

100.00%

Defiance Digital Revolution ETF

0.00%

Defiance Daily Short Digitizing the Economy ETF

0.00%

 

For corporate shareholders, the percent of ordinary income distributions qualifying for the corporate dividend received deduction for the year/period ended December 31, 2022 was as follows:

 

Defiance Quantum ETF

54.25%

Defiance Next Gen Connectivity ETF

74.53%

Defiance Next Gen H2 ETF

0.00%

Defiance Hotel, Airline, and Cruise ETF

100.00%

Defiance Digital Revolution ETF

0.00%

Defiance Daily Short Digitizing the Economy ETF

0.00%

 

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

 

Defiance Quantum ETF

0.00%

Defiance Next Gen Connectivity ETF

0.00%

Defiance Next Gen H2 ETF

0.00%

Defiance Hotel, Airline, and Cruise ETF

0.00%

Defiance Digital Revolution ETF

0.00%

Defiance Daily Short Digitizing the Economy 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 (833) 333-9383 or by accessing the Funds’ website at www.defianceetfs.com. Furthermore, you may obtain the Part F of Form N-PORT on the SEC’s website at www.sec.gov or the Funds’ website at www.defianceetfs.com. Each Fund’s portfolio holdings are posted on their website at www.defianceetfs.com daily.

 

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Defiance ETFs

 

Information About Proxy Voting

(Unaudited)

 

A description of the policies and procedures the Funds use to determine how to vote proxies relating to portfolio securities is provided in the SAI. The SAI is available without charge, upon request, by calling toll-free at (833) 333-9383, by accessing the SEC’s website at www.sec.gov, or by accessing the Funds’ website at www.defianceetfs.com.

 

When available, information regarding how the Funds voted proxies relating to portfolio securities during the period ending June 30 is available by calling toll-free at (833) 333-9383 or by accessing the SEC’s website at www.sec.gov.

 

Frequency Distribution of Premiums and Discounts
(Unaudited)

 

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

 

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Adviser

Defiance ETFs, LLC
78 SW 7th Street, 9th Floor
Miami, Florida 33130

 

Distributor

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

Sub-Adviser (QTUM, FIVG, HDRO, CRUZ, NFTZ)

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

 

Custodian

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

Sub-Adviser (IBIT)

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

 

Transfer Agent

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

Index Provider (QTUM, FIVG)

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

 

Independent Registered Public Accounting Firm

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

Index Provider (HDRO, CRUZ)

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

 

Legal Counsel

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

Index Provider (NFTZ)

BITA GmbH

Karlstrasse 12
Frankfurt am Main, Hessen 60329 Germany

 

 

Defiance Quantum ETF

Symbol – QTUM
CUSIP – 26922A420

Defiance Next Gen Connectivity ETF

Symbol – FIVG
CUSIP – 26922A289

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

Defiance Hotel, Airlines, and Cruise ETF

Symbol – CRUZ
CUSIP – 26922B873

Defiance Digital Revolution ETF

Symbol – NFTZ
CUSIP – 26922B816

Defiance Daily Short Digitizing the Economy ETF

Symbol – IBIT
CUSIP – 26922B675