Semi-Annual Report

 

June 30, 2023

 

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 Pure Electric Vehicle ETF

Ticker: EVXX

 

 

Defiance ETFs

 

TABLE OF CONTENTS

 

 

Page

Letters to Shareholders

1

Portfolio Allocations

11

Schedules of Investments

14

Schedule of Total Return Swaps

22

Statements of Assets and Liabilities

23

Statements of Operations

24

Statements of Changes in Net Assets

25

Financial Highlights

30

Notes to Financial Statements

35

Expense Examples

47

Review of Liquidity Risk Management Program

49

Approval of Advisory & Sub-Advisory Agreements and Board Considerations

50

Federal Tax Information

58

Information About Portfolio Holdings

58

Information About Proxy Voting

59

Information About the Funds’ Trustees

59

Frequency Distribution of Premiums and Discounts

59

 

 

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, 2023 through June 30, 2023 (the “current fiscal period”).

 

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

 

The Fund had positive performance during the current fiscal period. The market price for QTUM increased 29.72% and the Net Asset Value (“NAV”) increased 29.25%, while the S&P 500®, a broad market index, increased 16.89% over the same period. The Fund’s Index increased 29.64%. Meanwhile, outstanding shares ended the period at 3,350,000.

 

For the current fiscal period, the largest positive contributor to return was IonQ, Inc., adding 2.72% to the return of the Fund, gaining 292.17% with an average weighting of 1.79%. The second largest contributor to return was NVIDIA Corporation, adding 2.57% to the return of the Fund, gaining 189.54% with an average weighting of 2.06%. The third largest contributor to return was Alchip Technologies, Ltd., adding 1.70% to the return of the Fund, gaining 124.71% with an average weighting of 1.75%.

 

For the current fiscal period, the largest negative contributor to return was Northrop Grumman Corporation, detracting -0.27% from the return of the Fund, declining -15.80% with an average weight of 1.12%. The security contributing second-most negatively was Tower Semiconductor, Ltd., detracting -0.23% from the return of the Fund, and declining -13.15% with an average weighting of 1.23%. The third largest negative contributor to return was Alteryx, Inc. – Class A, detracting -0.23% from the return of the Fund, declining -10.50% with an average weighting of 1.46%.

 

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. Investments in foreign securities involve certain risks including risk of loss due to foreign currency fluctuations or to political or economic instability. This risk is magnified in emerging markets. Small and mid-cap companies are subject to greater and more unpredictable price changes than securities of large-cap companies.

 

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

 

1

 

 

Defiance Quantum ETF

 

Letters to Shareholders
(Unaudited) (Continued)

 

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.

 

2

 

 

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, 2023 through June 30, 2023 (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 U.S.-listed stocks, of global companies that are involved in the development of, or are otherwise instrumental in the rollout of 5G networks. Index components are reviewed semi-annually for eligibility, and the weights are re-set accordingly.

 

The Fund had positive performance during the current fiscal period. The market price for FIVG increased 13.59% and the Net Asset Value (“NAV”) increased 13.56%, while the S&P 500®, a broad market index, increased 16.89% over the same period. The Fund’s Index increased 13.79%. Meanwhile, outstanding shares ended the period at 19,400,000.

 

For the current fiscal period, the largest positive contributor to return was Advanced Micro Devices, Inc., adding 3.92% to the return of the Fund, gaining 75.87% with an average weighting of 6.23%. The second largest contributor to return was Marvell Technologies, Inc., adding 2.50% to the return of the Fund, gaining 61.91% with an average weighting of 4.44%. The third largest contributor to return was NVIDIA Corporation, adding 1.85% to the return of the Fund, gaining 189.54% with an average weighting of 1.56%.

 

For the current fiscal period, the largest negative contributor to return was Nokia Corporation - ADR, detracting -0.43% from the return of the Fund, declining -9.23% with an average weighting of 3.97%. The security contributing second-most negatively was DZS, Inc., detracting -0.42% from the return of the Fund, and declining -68.69% with an average weighting of 0.40%. The third largest negative contributor to return was GDS Holdings, Ltd. - ADR, detracting -0.31% from the return of the Fund, and declining -46.70% with an average weight of 0.49%.

 

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. 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.

 

3

 

 

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.

 

4

 

 

Defiance Next Gen H2 ETF

 

Letters to Shareholders
(Unaudited) (Continued)

 

Dear Shareholders,

 

On behalf of the entire team, we want to express our appreciation for the confidence you have placed in the Defiance Next Gen H2 ETF (“HDRO” or the “Fund”). The following information pertains to the fiscal period of January 1, 2023 through June 30, 2023 (the “current fiscal period”).

 

The Fund seeks to track the total return performance, before fees and expenses, of the BlueStar Hydrogen & Next Gen 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 -11.50% and the Net Asset Value (“NAV”) decreased -10.89%, while the S&P 500®, a broad market index, increased 16.89% over the same period. The Fund’s Index decreased -9.73%. Meanwhile, outstanding shares ended the period at 4,150,000.

 

For the current fiscal period, the largest positive contributor to return was SOL SpA, adding 1.23% to the return of the Fund, gaining 53.27% with an average weighting of 2.64%. The second largest contributor to return was Nippon Sanso Holdings Corporation, adding 0.46% to the return of the Fund, gaining 48.22% with an average weighting of 1.20%. The third largest contributor to return was Air Liquide SA, adding 0.99% to the return of the Fund, gaining 26.77% with an average weighting of 4.56%.

 

For the current fiscal period, the largest negative contributor to return was Green Hydrogen Systems AS, detracting -1.23% from the return of the Fund, declining -75.52% with an average weight of 0.07%. The security contributing second-most negatively was Advent Technologies Holdings, Inc., detracting -1.88% from the return of the Fund, and declining -65.19% with an average weighting of 2.06%. The third largest negative contributor to return was Cell Impact AB, detracting -0.30% from the return of the Fund, and declining -62.53% with an average weighting of 0.37%.

 

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.

 

5

 

 

Defiance Next Gen H2 ETF

 

Letters to Shareholders
(Unaudited) (Continued)

 

The BlueStar Hydrogen & Next Gen 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 & Next Gen 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).

 

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

 

6

 

 

Defiance Hotel, Airline, and Cruise ETF

 

Letters to Shareholders
(Unaudited) (Continued)

 

Dear Shareholders,

 

On behalf of the entire team, we want to express our appreciation for the confidence you have placed in the Defiance Hotel, Airline, and Cruise ETF (“CRUZ” or the “Fund”). The following information pertains to the fiscal period of January 1, 2023 through June 30, 2023 (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 positive performance during the current fiscal period. The market price for CRUZ increased 34.18% and the Net Asset Value (“NAV”) increased 32.95%, while the S&P 500®, a broad market index, increased 16.89% over the same period. The Fund’s Index increased 33.33%. Meanwhile, outstanding shares ended the period at 2,325,000.

 

For the current fiscal period, the largest positive contributor to return was Carnival Corporation, adding 6.25% to the return of the Fund, gaining 133.62% with an average weighting of 5.96%. The second largest contributor to return was Royal Caribbean Cruises, Ltd., adding 5.63% to the return of the Fund, gaining 109.87% with an average weighting of 6.53%. The third largest contributor to return was Delta Air Lines, Inc., adding 2.93% to the return of the Fund, gaining 44.67% with an average weighting of 6.42%.

 

For the current fiscal period, the largest negative contributor to return was Atour Lifestyle Holdings, Ltd. - ADR, detracting -0.27% from the return of the Fund, declining -31.94% with an average weighting of 0.36%. The security contributing second-most negatively was H World Group, Ltd. - ADR, detracting -0.23% from the return of the Fund, and declining -8.58% with an average weighting of 2.87%. The third largest negative contributor to return was Air China, Ltd. – H-Shares, detracting -0.16% from the return of the Fund, and declining -20.01% with an average weight of 0.69%.

 

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.

 

7

 

 

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.

 

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

 

CRUZ is distributed by Foreside Fund Services, LLC

 

8

 

 

Defiance Pure Electric Vehicle ETF

 

Letters to Shareholders
(Unaudited) (Continued)

 

Dear Shareholders,

 

We are pleased to have launched the Defiance Pure Electric Vehicle ETF (“EVXX” or the “Fund”) during this transformative phase in the electric vehicle market. In 2022, electric vehicle sales surged to 10 million units, constituting 14% of total auto sales—an impressive leap from the previous year’s 5%. This upward trajectory is expected to reach 18% by the close of 2023. The following information pertains to the period from inception on June 12, 2023 through June 30, 2023 (the “current fiscal period”).

 

Notably, China led the global electric vehicle adoption with 50% of total vehicle sales, closely followed by the Nordics at over 88%. This positive momentum persists, as evidenced by Q1 2023’s 2.3 million EV sales—a 25% increase compared to the prior year. The year’s projection anticipates sales of 14 million EV units, showcasing a remarkable 35% YoY growth (Source: IEA).

 

Forecasts predict that the electric vehicle industry will surpass $1.3 trillion by 2028, with a robust CAGR of 24.3%, as per the International Energy Agency (“IEA”). Various sources anticipate substantial growth in EV adoption, potentially accounting for 40-50% of US passenger car sales by 2030. China, Europe, and the US remain key players in EV sales, driven by market expansion and stringent emission regulations. Leading automakers are transitioning towards EVs and making significant investments in battery production.

 

The Fund had positive performance during the current fiscal period. The market price for EVXX increased 16.60% and the Net Asset Value (“NAV”) increased 16.10%, while the S&P 500®, a broad market index, increased 2.65% over the same period. Meanwhile, outstanding shares ended the period at 30,000.

 

Our Pure Electric Vehicle ETF, EVXX, provides a strategic avenue to engage in these promising trends.

 

Your continued support is greatly appreciated.

 

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 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 considered to be non-diversified. 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.

 

EVXX an actively-managed exchange-traded fund (“ETF”). The Fund seeks to achieve its investment objective by providing investment exposure to the performance of the common shares of the five electronic vehicle manufacturers through one or more swap agreements with limited counterparties that are primarily major global financial institutions. The Fund’s swap agreements with such counterparties may have a term ranging from a day to more than one year. Under normal market circumstances, the Fund will maintain at least 80% exposure to financial instruments that provide exposure to the performance of the specified car manufacturers. The Fund is a highly concentrated fund and therefore is subject to greater price volatility than a more diversified investment product. Please see the prospectus for details.

 

9

 

 

Defiance Pure Electric Vehicle ETF

 

Letters to Shareholders
(Unaudited) (Continued)

 

The fund intends to track the performance of a basket of common shares, which are equally-weighted on a quarterly basis, of the five largest (by market capitalization) electric vehicle manufacturers included in the Solactive Pure US Electric Vehicle Index (the “Pure EV Index”). Stocks must be listed on one of the NASDAQ or NYSE exchanges with a minimum average daily value traded of $1m for one and 6 months preceding the Index’s quarterly reconstitution and rebalancing. Companies must be classified as “Alternative Energy Car Manufacturers” under the FactSet Revere Business Industry Classification System, derive at least 50% of their annual revenue or operating activity from the development or manufacturing of electric vehicles, and have identified track records of high trading volume and liquidity.

 

EVXX is new with a limited operating history.

 

Commissions may be charged on trades.

 

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

 

EVXX is distributed by Foreside Fund Services, LLC.

 

10

 

 

Defiance ETFs

 

Portfolio Allocations

As of June 30, 2023 (Unaudited)

 

Defiance Quantum ETF

 

Country

Percentage of
Net Assets

United States

56.4%

Japan

12.5

Taiwan

6.6

Netherlands

4.3

Switzerland

2.9

France

2.8

China

2.7

Canada

1.5

Germany

1.4

Finland

1.4

Italy

1.4

Ireland

1.4

Israel

1.3

India

1.3

United Kingdom

1.1

Short-Term Investments and Other Assets and Liabilities

1.0

Total

100.0%

 

Defiance Next Gen Connectivity ETF

 

Sector

Percentage of
Net Assets

Information Technology (a)

71.3%

Communication Services

17.5

Real Estate

9.1

Consumer Discretionary

1.0

Short-Term Investments and Other Assets and Liabilities

0.6

Industrials

0.5

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 9 in Notes to Financial Statements.

 

 

11

 

 

Defiance ETFs

 

Portfolio Allocations

As of June 30, 2023 (Unaudited) (Continued)

 

Defiance Next Gen H2 ETF

 

Country

Percentage of
Net Assets

United States

28.5%

Republic of Korea

21.1

United Kingdom

10.2

Norway

9.5

Canada

8.4

France

6.2

Sweden

4.4

Ireland

4.2

Germany

3.0

Japan

1.7

Denmark

1.0

Short-Term Investments and Other Assets and Liabilities

0.9

Italy

0.9

Total

100.0%

 

Defiance Hotel, Airline, and Cruise ETF

 

Country

Percentage of
Net Assets

United States

65.3%

United Kingdom

6.9

Japan

4.0

Ireland

3.8

China

3.6

France

2.7

Taiwan

2.0

Germany

1.9

Singapore

1.8

Republic of Korea

1.5

Australia

1.2

Thailand

1.1

Canada

1.1

Hong Kong

0.9

Switzerland

0.6

Short-Term Investments and Other Assets and Liabilities

0.6

Panama

0.5

Mexico

0.5

Total

100.0%

 

 

12

 

 

Defiance ETFs

 

Portfolio Allocations

As of June 30, 2023 (Unaudited) (Continued)

 

Defiance Pure Electric Vehicle ETF

 

Investment Type*

Percentage of
Net Assets

Short-Term Investments

91.6%

Other Assets and Liabilities

8.4

Total

100.0%

 

*

Portfolio allocation chart does not reflect derivative exposure.

 

13

 

 

Defiance Quantum ETF

 

Schedule of Investments
June 30, 2023 (Unaudited)

 

 

Shares

 

Security Description

 

Value

 
       

COMMON STOCKS — 99.0%

       
       

Communication Services — 6.9%

       
    18,843  

Alphabet, Inc. - Class A (a)

  $ 2,255,507  
    17,386  

Baidu, Inc. - ADR (a)

    2,380,317  
    683,420  

Koninklijke KPN NV

    2,437,404  
    1,955,000  

Nippon Telegraph & Telephone Corporation

    2,306,206  
    201,108  

Orange SA - ADR

    2,340,897  
              11,720,331  
       

Consumer Discretionary — 1.3%

       
    27,073  

Alibaba Group Holding, Ltd. - ADR (a)

    2,256,535  
                 
       

Industrials — 13.9%

       
    61,457  

ABB, Ltd.

    2,416,651  
    17,052  

Airbus SE

    2,462,391  
    22,344  

Booz Allen Hamilton Holding Corporation

    2,493,590  
    37,900  

Hitachi, Ltd.

    2,332,711  
    11,643  

Honeywell International, Inc.

    2,415,923  
    4,999  

Lockheed Martin Corporation

    2,301,440  
    164,300  

Mitsubishi Electric Corporation

    2,304,190  
    5,096  

Northrop Grumman Corporation

    2,322,757  
    23,422  

Raytheon Technologies Corporation

    2,294,419  
    71,600  

Toshiba Corporation

    2,237,639  
              23,581,711  
       

Information Technology — 75.2% (c)

       
    7,421  

Accenture plc - Class A

    2,289,972  
    19,592  

Advanced Micro Devices, Inc. (a)

    2,231,725  
    40,000  

Alchip Technologies, Ltd.

    2,305,383  
    28,701  

Ambarella, Inc. (a)

    2,401,413  
    12,802  

Analog Devices, Inc.

    2,493,958  
    17,100  

Applied Materials, Inc.

    2,471,634  
    1,581,316  

Arqit Quantum, Inc. (a)(b)

    1,913,392  
    3,251  

ASML Holding NV - NY

    2,356,162  
    225,000  

Asustek Computer, Inc.

    2,272,070  
    445,700  

BlackBerry, Ltd. (a)(b)

    2,464,721  
    10,381  

Cadence Design Systems, Inc. (a)

    2,434,552  
    29,860  

Cirrus Logic, Inc. (a)

    2,418,959  
    59,081  

Coherent Corporation (a)(b)

    3,011,949  
    34,155  

Elastic NV (a)

    2,190,019  
    16,700  

Fujitsu, Ltd.

    2,148,521  
    45,000  

Global Unichip Corporation

    2,319,029  
    146,497  

Hewlett Packard Enterprise Company (b)

    2,461,150  
    58,926  

Infineon Technologies AG

    2,429,133  
    73,812  

Intel Corporation

    2,468,273  
    17,180  

International Business Machines Corporation

    2,298,856  
       

COMMON STOCKS — 99.0% (Continued)

       

Information Technology — 75.2% (c) (Continued)

    244,311  

IonQ, Inc. (a)(b)

  $ 3,305,528  
    76,828  

Juniper Networks, Inc.

    2,407,021  
    4,977  

KLA Corporation

    2,413,944  
    3,782  

Lam Research Corporation

    2,431,296  
    28,413  

Lattice Semiconductor Corporation (a)(b)

    2,729,637  
    38,914  

Marvell Technology, Inc.

    2,326,279  
    91,000  

MediaTek, Inc.

    2,010,243  
    28,510  

Microchip Technology, Inc.

    2,554,211  
    34,425  

Micron Technology, Inc.

    2,172,562  
    7,137  

Microsoft Corporation

    2,430,434  
    23,049  

MKS Instruments, Inc. (b)

    2,491,597  
    40,044  

National Instruments Corporation

    2,298,526  
    46,900  

NEC Corporation

    2,260,065  
    574,314  

Nokia Corporation - ADR (b)

    2,389,146  
    158,600  

NTT Data Corporation

    2,202,305  
    24,299  

NVE Corporation (b)

    2,367,695  
    6,161  

NVIDIA Corporation

    2,606,226  
    12,385  

NXP Semiconductors NV

    2,534,962  
    25,870  

ON Semiconductor Corporation (a)

    2,446,785  
    20,733  

Onto Innovation, Inc. (a)

    2,414,772  
    20,044  

QUALCOMM, Inc.

    2,386,038  
    135,900  

Renesas Electronics Corporation (a)

    2,540,103  
    20,759  

Reply SpA

    2,357,665  
    1,944,343  

Rigetti Computing, Inc. (a)(b)

    2,284,603  
    23,463  

Splunk, Inc. (a)

    2,489,190  
    50,453  

STMicroelectronics NV - NY (b)

    2,522,145  
    5,302  

Synopsys, Inc. (a)

    2,308,544  
    23,024  

Taiwan Semiconductor Manufacturing Company, Ltd. - ADR

    2,323,582  
    48,392  

Teradata Corporation (a)

    2,584,617  
    22,155  

Teradyne, Inc. (b)

    2,466,516  
    13,421  

Texas Instruments, Inc.

    2,416,048  
    60,015  

Tower Semiconductor, Ltd. (a)

    2,251,763  
    476,026  

Wipro, Ltd. - ADR (b)

    2,246,843  
              127,351,762  
       

Materials — 1.7%

       
    97,700  

JSR Corporation

    2,778,199  
                 
       

TOTAL COMMON STOCKS (Cost $153,454,637)

    167,688,538  
                 

 

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

 

14

 

 

Defiance Quantum ETF

 

Schedule of Investments
June 30, 2023 (Unaudited) (Continued)

 

 

Shares

 

Security Description

 

Value

 
       

SHORT-TERM INVESTMENTS — 0.8%

       
    1,417,121  

First American Government Obligations Fund - Class X, 5.01% (d)

  $ 1,417,121  
       

TOTAL SHORT-TERM INVESTMENTS (Cost $1,417,121)

    1,417,121  
 

Units

           
       

INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING — 15.8%

    26,665,026  

Mount Vernon Liquid Assets Portfolio, LLC, 5.28% (d)(e)

    26,665,026  
       

TOTAL INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING (Cost $26,665,026)

    26,665,026  
                 
       

TOTAL INVESTMENTS — 115.6% (Cost $181,536,784)

    195,770,685  
       

Liabilities in Excess of Other Assets — (15.6)%

    (26,462,647 )
       

NET ASSETS — 100.0%

  $ 169,308,038  

 

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 June 30, 2023. The total value of securities on loan is $26,408,369.

(c)

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

(d)

Rate shown is the annualized seven-day yield as of June 30, 2023.

(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.

 

15

 

 

Defiance Next Gen Connectivity ETF

 

Schedule of Investments
June 30, 2023 (Unaudited)

 

 

Shares

 

Security Description

 

Value

 
       

COMMON STOCKS — 99.4%

       
       

Communication Services — 17.5%

       
    1,161,508  

AT&T, Inc.

  $ 18,526,052  
    232,257  

BCE, Inc. (b)

    10,588,597  
    22,107  

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

    8,121,448  
    128,682  

Chunghwa Telecom Company, Ltd. - ADR

    4,798,552  
    265,480  

KT Corporation - ADR (b)

    2,999,924  
    1,693,865  

Lumen Technologies, Inc. (b)

    3,828,135  
    522,014  

Orange SA - ADR

    6,076,243  
    97,625  

Rogers Communications, Inc. - Class B (b)

    4,455,605  
    146,739  

SK Telecom Company, Ltd. - ADR (b)

    2,862,878  
    1,628,410  

Telefonica SA - ADR

    6,562,492  
    147,772  

T-Mobile US, Inc. (a)

    20,525,531  
    530,356  

Verizon Communications, Inc.

    19,723,940  
    569,749  

Vodafone Group plc - ADR

    5,384,128  
              114,453,525  
       

Consumer Discretionary — 1.0%

       
    51,419  

Amazon.com, Inc. (a)

    6,702,981  
                 
       

Industrials — 0.5%

       
    61,596  

CSG Systems International, Inc.

    3,248,573  
                 
       

Information Technology — 71.3% (c)

       
    214,799  

A10 Networks, Inc.

    3,133,917  
    332,274  

ADTRAN Holdings, Inc.

    3,498,845  
    264,509  

Advanced Micro Devices, Inc.

    30,130,220  
    200,038  

Akamai Technologies, Inc. (a)

    17,977,415  
    900,784  

Akoustis Technologies, Inc. (a)(b)

    2,864,493  
    153,161  

Amdocs, Ltd.

    15,139,965  
    172,797  

Analog Devices, Inc.

    33,662,584  
    35,055  

Apple, Inc.

    6,799,618  
    40,063  

Arista Networks, Inc. (a)

    6,492,610  
    7,863  

Broadcom, Inc.

    6,820,602  
    122,803  

Calix, Inc. (a)

    6,129,098  
    179,329  

Cambium Networks Corporation (a)

    2,729,387  
    249,839  

CEVA, Inc. (a)

    6,383,386  
    183,010  

Ciena Corporation (a)(b)

    7,776,095  
    125,223  

Cisco Systems, Inc.

    6,479,038  
    69,371  

Clearfield, Inc. (a)(b)

    3,284,717  
    79,754  

Coherent Corporation (a)(b)

    4,065,859  
    667,390  

CommScope Holding Company, Inc. (a)

    3,757,406  
    268,683  

Comtech Telecommunications Corporation

    2,455,763  
    176,920  

Corning, Inc. (b)

    6,199,277  
    65,951  

CTS Corporation

    2,811,491  
       

COMMON STOCKS — 99.4% (Continued)

       

Information Technology — 71.3% (c) (Continued)

    130,791  

Dell Technologies, Inc. - Class C

  $ 7,077,101  
    853,894  

DZS, Inc. (a)

    3,389,959  
    1,141,836  

Edgio, Inc. (a)

    769,597  
    163,888  

Extreme Networks, Inc. (a)

    4,269,282  
    53,898  

F5, Inc. (a)

    7,883,122  
    454,742  

Focus Universal, Inc. (a)(b)

    695,755  
    270,314  

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

    2,970,751  
    395,524  

Hewlett Packard Enterprise Company (b)

    6,644,803  
    660,322  

Infinera Corporation (a)(b)

    3,189,355  
    199,281  

Intel Corporation

    6,663,957  
    71,880  

InterDigital, Inc. (b)

    6,940,014  
    27,558  

IPG Photonics Corporation (a)

    3,742,928  
    207,437  

Juniper Networks, Inc.

    6,499,001  
    115,812  

Keysight Technologies, Inc. (a)

    19,392,719  
    149,009  

Lattice Semiconductor Corporation (a)(b)

    14,315,295  
    61,354  

Lumentum Holdings, Inc. (a)(b)

    3,480,612  
    51,620  

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

    3,382,659  
    495,110  

Marvell Technology, Inc.

    29,597,676  
    107,621  

MaxLinear, Inc. (a)(b)

    3,396,519  
    189,304  

National Instruments Corporation

    10,866,050  
    101,558  

NetScout Systems, Inc. (a)

    3,143,220  
    5,344,749  

Nokia Corporation - ADR (b)

    22,234,156  
    16,634  

NVIDIA Corporation

    7,036,515  
    165,067  

NXP Semiconductors NV

    33,785,914  
    119,867  

Qorvo, Inc. (a)

    12,230,030  
    54,121  

QUALCOMM, Inc.

    6,442,564  
    155,216  

Radware, Ltd. (a)

    3,009,638  
    1,105,218  

Ribbon Communications, Inc. (a)

    3,083,558  
    38,652  

Silicom, Ltd.

    1,424,713  
    154,349  

Skyworks Solutions, Inc.

    17,084,891  
    3,453,981  

Telefonaktiebolaget LM Ericsson - ADR (b)

    18,824,196  
    18,296  

Ubiquiti, Inc. (b)

    3,215,522  
    313,872  

Viavi Solutions, Inc. (a)(b)

    3,556,170  
    47,112  

VMware, Inc. - Class A (a)

    6,769,523  
              465,599,551  
       

Real Estate — 9.1%

       
    97,945  

American Tower Corporation

    18,995,453  
    86,288  

Crown Castle, Inc.

    9,831,655  
    48,416  

Digital Realty Trust, Inc.

    5,513,130  
    218,413  

DigitalBridge Group, Inc. (b)

    3,212,855  
    16,701  

Equinix, Inc.

    13,092,582  
    23,228  

SBA Communications Corporation

    5,383,321  

 

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

 

16

 

 

Defiance Next Gen Connectivity ETF

 

Schedule of Investments
June 30, 2023 (Unaudited) (Continued)

 

 

Shares

 

Security Description

 

Value

 
       

COMMON STOCKS — 99.4% (Continued)

       

Real Estate — 9.1% (Continued)

    718,137  

Uniti Group, Inc. (b)

  $ 3,317,793  
              59,346,789  
       

TOTAL COMMON STOCKS (Cost $682,460,296)

    649,351,419  
                 
       

SHORT-TERM INVESTMENTS — 0.4%

       
    2,561,269  

First American Government Obligations Fund - Class X, 5.01% (d)

    2,561,269  
       

TOTAL SHORT-TERM INVESTMENTS (Cost $2,561,269)

    2,561,269  
 

Units

           
       

INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING — 13.5%

    88,139,598  

Mount Vernon Liquid Assets Portfolio, LLC, 5.28% (d)(e)

    88,139,598  
       

TOTAL INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING (Cost $88,139,598)

    88,139,598  
                 
       

TOTAL INVESTMENTS — 113.3% (Cost $773,161,163)

    740,052,286  
       

Liabilities in Excess of Other Assets — (13.3)%

    (86,978,240 )
       

NET ASSETS — 100.0%

  $ 653,074,046  

 

Percentages are stated as a percent of net assets.

   

ADR

American Depositary Receipt.

(a)

Non-income producing security.

(b)

All or part of this security is on loan as of June 30, 2023. The total value of securities on loan is $87,296,135.

(c)

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

(d)

Rate shown is the annualized seven-day yield as of June 30, 2023.

(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.

 

17

 

 

Defiance Next Gen H2 ETF

 

Schedule of Investments
June 30, 2023 (Unaudited)

 

 

Shares

 

Security Description

 

Value

 
       

COMMON STOCKS — 99.1%

       
       

Consumer Discretionary — 3.5%

       
    49,414  

Iljin Hysolus Company, Ltd. (a)

  $ 1,239,428  
                 
       

Consumer Staples — 3.9%

       
    131,214  

Pungkuk Ethanol Company, Ltd.

    1,337,384  
                 
       

Industrials — 76.4% (b)

       
    2,193,973  

AFC Energy plc (a)

    352,566  
    668,720  

Ballard Power Systems, Inc. (a)(c)

    2,915,619  
    197,303  

Bloom Energy Corporation - Class A (a)(c)

    3,225,904  
    66,628  

Bumhan Fuel Cell Company, Ltd. (a)

    1,438,596  
    436,801  

Ceres Power Holdings plc (a)

    1,685,963  
    124,190  

Doosan Fuel Cell Company, Ltd. (a)

    2,705,007  
    652,701  

FuelCell Energy, Inc. (a)(c)

    1,409,834  
    246,620  

Green Hydrogen Systems AS (a)

    348,347  
    225,414  

Hexagon Purus ASA (a)

    428,166  
    10,555  

Hydrogen Refueling Solutions (a)

    246,432  
    1,621,951  

ITM Power plc (a)

    1,490,454  
    48,441  

McPhy Energy SA (a)(c)

    442,876  
    2,424,438  

NEL ASA (a)

    2,849,072  
    361,473  

Plug Power, Inc. (a)(c)

    3,755,705  
    196,390  

PowerCell Sweden AB (a)

    1,526,203  
    41,904  

SFC Energy AG (a)

    1,040,068  
    40,759  

S-Fuelcell Company, Ltd.

    575,665  
    1,244,898  

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

    0  
              26,436,477  
       

Materials — 15.3%

       
    8,220  

Air Liquide SA

    1,472,549  
    4,890  

Air Products and Chemicals, Inc.

    1,464,702  
    3,813  

Linde plc

    1,453,058  
    51,900  

Mitsubishi Chemical Group Corporation

    309,960  
    13,400  

Nippon Sanso Holdings Corporation

    288,517  
    10,292  

SOL SpA

    296,996  
              5,285,782  
       

TOTAL COMMON STOCKS (Cost $50,747,644)

    34,299,071  
                 
       

SHORT-TERM INVESTMENTS — 0.7%

       
    262,035  

First American Government Obligations Fund - Class X, 5.01% (g)

  $ 262,035  
       

TOTAL SHORT-TERM INVESTMENTS (Cost $262,035)

    262,035  
 

Units

           
       

INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING — 23.2%

    8,018,147  

Mount Vernon Liquid Assets Portfolio, LLC, 5.28% (g)(h)

    8,018,147  
       

TOTAL INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING (Cost $8,018,147)

    8,018,147  
                 
       

TOTAL INVESTMENTS — 123.0% (Cost $59,027,826)

    42,579,253  
       

Liabilities in Excess of Other Assets — (23.0)%

    (7,962,707 )
       

NET ASSETS — 100.0%

  $ 34,616,546  

 

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)

All or part of this security is on loan as of June 30, 2023. The total value of securities on loan is $7,802,077.

(d)

Represents less than 0.05% of net assets.

(e)

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

(f)

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.

(g)

Rate shown is the annualized seven-day yield as of June 30, 2023.

(h)

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.

 

18

 

 

Defiance Hotel, Airline, and Cruise ETF

 

Schedule of Investments
June 30, 2023 (Unaudited)

 

 

Shares

 

Security Description

 

Value

 
       

COMMON STOCKS — 99.4%

       
       

Consumer Discretionary — 47.2% (a)

       
    24,629  

Accor SA

  $ 914,126  
    14,988  

Atour Lifestyle Holdings, Ltd. - ADR (b)

    243,405  
    204,822  

Carnival Corporation (b)(c)

    3,856,798  
    4,476  

Choice Hotels International, Inc. (c)

    526,020  
    28,480  

H World Group, Ltd. - ADR

    1,104,454  
    25,488  

Hilton Worldwide Holdings, Inc.

    3,709,778  
    4,352  

Hyatt Hotels Corporation - Class A

    498,652  
    16,363  

InterContinental Hotels Group plc - ADR (c)

    1,152,773  
    20,509  

Marriott International, Inc. - Class A

    3,767,298  
    587,700  

Minor International pcl - NVDR

    567,726  
    77,801  

Norwegian Cruise Line Holdings, Ltd. (b)(c)

    1,693,728  
    15,800  

Resorttrust, Inc.

    233,226  
    31,021  

Royal Caribbean Cruises, Ltd. (b)

    3,218,119  
    298,000  

Shangri-La Asia, Ltd. (b)

    227,780  
    25,732  

Whitbread plc

    1,107,703  
    9,562  

Wyndham Hotels & Resorts, Inc. (c)

    655,666  
              23,477,252  
       

Industrials — 44.4% (a)

       
    28,416  

Air Canada (b)

    536,645  
    360,000  

Air China, Ltd. - H-Shares

    256,336  
    218,663  

Air France-KLM (b)

    411,041  
    15,706  

Alaska Air Group, Inc. (b)(c)

    835,245  
    1,812  

Allegiant Travel Company (b)(c)

    228,819  
    78,679  

American Airlines Group, Inc. (b)

    1,411,501  
    26,600  

ANA Holdings, Inc. (b)

    630,516  
    206,000  

Cathay Pacific Airways, Ltd. (b)

    210,558  
    505,000  

China Airlines, Ltd.

    424,826  
    354,000  

China Southern Airlines Company, Ltd. - H-Shares (b)

    199,663  
    17,273  

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

    240,958  
    2,387  

Copa Holdings SA - Class A

    263,954  
    79,755  

Delta Air Lines, Inc.

    3,791,553  
    92,141  

Deutsche Lufthansa AG

    942,832  
    65,708  

easyJet plc

    403,151  
    428,000  

Eva Airways Corporation

    546,947  
    5,386  

Hanjin Kal Corporation

    191,503  
       

COMMON STOCKS — 99.4% (Continued)

       

Industrials — 44.4% (a) (Continued)

       
    385,090  

International Consolidated Airlines Group SA

  $ 792,792  
    24,700  

Japan Airlines Company, Ltd.

    533,186  
    47,742  

JetBlue Airways Corporation (b)

    422,994  
    30,560  

Korean Air Lines Company, Ltd.

    564,745  
    145,069  

Qantas Airways, Ltd. (b)

    598,705  
    16,928  

Ryanair Holdings plc - ADR (b)

    1,872,237  
    172,900  

Singapore Airlines, Ltd.

    913,463  
    5,203  

SkyWest, Inc. (b)

    211,866  
    56,052  

Southwest Airlines Company

    2,029,643  
    16,418  

Spirit Airlines, Inc.

    281,733  
    37,624  

United Airlines Holdings, Inc. (b)

    2,064,429  
    8,752  

Wizz Air Holdings plc (b)(d)

    304,318  
              22,116,159  
       

Real Estate — 7.8%

       
    25,252  

Apple Hospitality REIT, Inc.

    381,558  
    21,316  

DiamondRock Hospitality Company (c)

    170,741  
    62,784  

Host Hotels & Resorts, Inc. (c)

    1,056,655  
    816  

Invincible Investment Corporation

    322,933  
    536  

Japan Hotel REIT Investment Corporation

    272,571  
    24,316  

Park Hotels & Resorts, Inc. (c)

    311,731  
    12,823  

Pebblebrook Hotel Trust (c)

    178,753  
    19,168  

RLJ Lodging Trust (c)

    196,855  
    6,483  

Ryman Hospitality Properties, Inc.

    602,400  
    20,201  

Service Properties Trust

    175,547  
    22,266  

Sunstone Hotel Investors, Inc. (c)

    225,332  
              3,895,076  
       

TOTAL COMMON STOCKS (Cost $47,577,620)

    49,488,487  
                 
       

SHORT-TERM INVESTMENTS — 0.3%

       
    151,314  

First American Government Obligations Fund - Class X, 5.01% (e)

    151,314  
       

TOTAL SHORT-TERM INVESTMENTS (Cost $151,314)

    151,314  

 

 

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

 

19

 

 

Defiance Hotel, Airline, and Cruise ETF

 

Schedule of Investments
June 30, 2023 (Unaudited) (Continued)

 

 

Units

 

Security Description

 

Value

 
       

INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING — 18.3%

    9,127,074  

Mount Vernon Liquid Assets Portfolio, LLC, 5.28% (e)(f)

  $ 9,127,074  
       

TOTAL INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING (Cost $9,127,074)

    9,127,074  
                 
       

TOTAL INVESTMENTS — 118.0% (Cost $56,856,008)

    58,766,875  
       

Liabilities in Excess of Other Assets — (18.0)%

    (8,986,053 )
       

NET ASSETS — 100.0%

  $ 49,780,822  

 

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)

All or part of this security is on loan as of June 30, 2023. The total value of securities on loan is $9,220,013.

(d)

Security exempt from registration under Rule 144(a) and Regulation S of the Securities Act of 1933. Such securities are treated as liquid securities according to the Fund’s liquidity guidelines. At June 30, 2023, the market value of these securities total $304,318, which represents 0.6% of total net assets.

(e)

Rate shown is the annualized seven-day yield as of June 30, 2023.

(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.

 

20

 

 

Defiance Pure Electric Vehicle ETF

 

Schedule of Investments
June 30, 2023 (Unaudited)

 

 

Shares

 

Security Description

 

Value

 
       

SHORT-TERM INVESTMENTS — 91.6%

    634,425  

First American Government Obligations Fund — Class X, 5.01% (a)

  $ 634,425  
       

TOTAL SHORT-TERM INVESTMENTS (Cost $634,425)

    634,425  
                 
       

TOTAL INVESTMENTS — 91.6% (Cost $634,425)

    634,425  
       

Other Assets in Excess of Liabilities — 8.4%

    58,008  
       

NET ASSETS — 100.0%

  $ 692,433  

 

Percentages are stated as a percent of net assets.

   

(a)

Rate shown is the annualized seven-day yield as of June 30, 2023.

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.

 

21

 

 

Defiance Pure Electric Vehicle ETF

 

Schedule of Total Return Swaps
June 30, 2023 (Unaudited)

 

Reference Entity

 

Counterparty

   

Long/Short

   

Expiration
Date

   

Financing
Rate
(a)

   

Payment
Frequency

   

Notional
Amount

   

Value/
Unrealized
Appreciation
(Depreciation)

 

Solactive Pure US Electric Vehicle Index

BNP Paribas

Long

    07/16/2024       5.07 %     Monthly     $ 691,855     $  

 

(a)

Floating rate based on the overnight bank rate and spread of 100 basis points and is reset monthly.

 

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

 

22

 

 

Defiance ETFs

 

Statements of Assets and Liabilities

June 30, 2023 (Unaudited)

 

   

Defiance
Quantum
ETF

   

Defiance
Next Gen
Connectivity
ETF

   

Defiance
Next Gen H2
ETF

   

Defiance
Hotel, Airline,
and Cruise
ETF

   

Defiance
Pure Electric
Vehicle ETF

 

ASSETS

                                       

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

  $ 195,770,685     $ 740,052,286     $ 42,579,253     $ 58,766,875     $ 634,425  

Foreign currency, at value*

                381,604       55,228        

Dividends and interest receivable

    220,505       1,168,775       10,601       63,740       1,250  

Reclaims receivable

    20,341       133,219       12,227       4,795        

Securities lending income receivable

    11,802       18,347       13,064       3,082        

Transaction fees receivable

    12                   6,300        

Receivable for open swap contracts

                            56,913  

Receivable for capital shares sold

                      1,070,555        

Total assets

    196,023,345       741,372,627       42,996,749       59,970,575       692,588  
                                         

LIABILITIES

                                       

Collateral received for securities loaned (Note 4)

    26,665,026       88,139,598       8,018,147       9,127,074        

Management fees payable

    50,281       158,983       8,763       20,578       155  

Payable for securities purchased

                353,293       1,042,101        

Total liabilities

    26,715,307       88,298,581       8,380,203       10,189,753       155  
                                         

NET ASSETS

  $ 169,308,038     $ 653,074,046     $ 34,616,546     $ 49,780,822     $ 692,433  
                                         

Net Assets Consist of:

                                       

Paid-in capital

  $ 165,497,983     $ 735,478,504     $ 91,859,341     $ 49,430,264       608,825  

Total distributable earnings (accumulated deficit)

    3,810,055       (82,404,458 )     (57,242,795 )     350,558       83,608  

Net assets

  $ 169,308,038     $ 653,074,046     $ 34,616,546     $ 49,780,822     $ 692,433  
                                         

Net Asset Value:

                                       

Net assets

  $ 169,308,038     $ 653,074,046     $ 34,616,546     $ 49,780,822     $ 692,433  

Shares outstanding ^

    3,350,000       19,400,000       4,150,000       2,325,000       30,000  

Net asset value, offering and redemption price per share

  $ 50.54     $ 33.66     $ 8.34     $ 21.41     $ 23.08  
                                         

* Identified cost:

                                       

Investments in securities

  $ 181,536,784     $ 773,161,163     $ 59,027,826     $ 56,856,008     $ 634,425  

Foreign currency

                382,530       55,254     $  

+ Includes loaned securities with a value of

  $ 26,408,369     $ 87,296,135     $ 7,802,077     $ 9,220,013     $  

 

^

No par value, unlimited number of shares authorized.

 

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

 

23

 

 

Defiance ETFs

 

Statements of Operations

For the Six-Months/Period Ended June 30, 2023 (Unaudited)

 

   

Defiance
Quantum
ETF

   

Defiance
Next Gen
Connectivity
ETF

   

Defiance
Next Gen H2
ETF

   

Defiance
Hotel, Airline,
and Cruise ETF

   

Defiance
Pure Electric
Vehicle ETF
(1)

 

INCOME

                                       

Dividends*

  $ 880,194     $ 6,386,373     $ 63,083     $ 271,917     $  

Securities lending income, net (Note 4)

    36,789       149,916       69,143       17,101        

Interest

    14,305       61,207       5,383       6,724       1,250  

Total investment income

    931,288       6,597,496       137,609       295,742       1,250  
                                         

EXPENSES

                                       

Management fees

    239,078       1,016,356       57,403       121,299       155  

Total expenses

    239,078       1,016,356       57,403       121,299       155  

Net investment income (loss)

    692,210       5,581,140       80,206       174,443       1,095  
                                         

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS

                                       

Net realized gain (loss) on:

                                       

Investments

    (1,490,422 )     (5,672,153 )     (7,184,083 )     (1,057,850 )      

In-kind redemptions

    1,042,542       16,012,942       178,423       3,348,016        

Foreign currency

    (20,775 )     (327 )     (29,238 )     (2,178 )      

Swaps

                            82,513  

Change in unrealized appreciation (depreciation) on:

                                       

Investments

    30,446,179       69,668,547       2,656,464       12,327,033        

Foreign currency

    (3,024 )     (1,092 )     (5,879 )     224        

Net realized and unrealized gain (loss) on investments

    29,974,500       80,007,917       (4,384,313 )     14,615,245       82,513  

Net increase (decrease) in net assets resulting from operations

  $ 30,666,710     $ 85,589,057     $ (4,304,107 )   $ 14,789,688     $ 83,608  
                                         

* Net of foreign taxes withheld of:

  $ 95,575     $ 413,430     $ 5,080     $ 13,251     $  

 

(1)

The Fund commenced operations on June 12, 2023. The information presented is for the period from June 12, 2023 to June 30, 2023.

 

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

 

24

 

 

Defiance Quantum ETF

 

Statements of Changes in Net Assets

 

   

Six-Months
Ended
June 30, 2023
(Unaudited)

   

Year
Ended
December 31,
2022

 

OPERATIONS

               

Net investment income (loss)

  $ 692,210     $ 1,639,280  

Net realized gain (loss) on investments and foreign currency

    (468,655 )     (3,694,437 )

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

    30,443,155       (46,652,473 )

Net increase (decrease) in net assets resulting from operations

    30,666,710       (48,707,630 )
                 

DISTRIBUTIONS TO SHAREHOLDERS

               

Net distributions to shareholders

    (626,804 )     (1,612,524 )

Total distributions to shareholders

    (626,804 )     (1,612,524 )
                 

CAPITAL SHARE TRANSACTIONS

               

Proceeds from shares sold

    43,456,790       6,663,645  

Payments for shares redeemed

    (6,301,780 )     (32,664,740 )

Transaction fees (Note 8)

    5,131       10,869  

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

    37,160,141       (25,990,226 )

Net increase (decrease) in net assets

  $ 67,200,047     $ (76,310,380 )
                 

NET ASSETS

               

Beginning of period/year

  $ 102,107,991     $ 178,418,371  

End of period/year

  $ 169,308,038     $ 102,107,991  

 

(a)

A summary of capital share transactions is as follows:

 

   

Shares

   

Shares

 

Shares sold

    900,000       150,000  

Shares redeemed

    (150,000 )     (750,000 )

Net increase (decrease)

    750,000       (600,000 )

 

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

 

25

 

 

Defiance Next Gen Connectivity ETF

 

Statements of Changes in Net Assets

 

   

Six-Months
Ended
June 30, 2023
(Unaudited)

   

Year
Ended
December 31,
2022

 

OPERATIONS

               

Net investment income (loss)

  $ 5,581,140     $ 13,010,462  

Net realized gain (loss) on investments and foreign currency

    10,340,462       14,936,877  

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

    69,667,455       (366,995,316 )

Net increase (decrease) in net assets resulting from operations

    85,589,057       (339,047,977 )
                 

DISTRIBUTIONS TO SHAREHOLDERS

               

Net distributions to shareholders

    (5,148,027 )     (13,051,189 )

Total distributions to shareholders

    (5,148,027 )     (13,051,189 )
                 

CAPITAL SHARE TRANSACTIONS

               

Proceeds from shares sold

    6,171,280       13,902,540  

Payments for shares redeemed

    (123,715,970 )     (355,360,330 )

Transaction fees (Note 8)

          18  

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

    (117,544,690 )     (341,457,772 )

Net increase (decrease) in net assets

  $ (37,103,660 )   $ (693,556,938 )
                 

NET ASSETS

               

Beginning of period/year

  $ 690,177,706     $ 1,383,734,644  

End of period/year

  $ 653,074,046     $ 690,177,706  

 

(a)

A summary of capital share transactions is as follows:

 

   

Shares

   

Shares

 

Shares sold

    200,000       400,000  

Shares redeemed

    (3,900,000 )     (10,500,000 )

Net increase (decrease)

    (3,700,000 )     (10,100,000 )

 

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

 

26

 

 

Defiance Next Gen H2 ETF

 

Statements of Changes in Net Assets

 

   

Six-Months
Ended
June 30, 2023
(Unaudited)

   

Year
Ended
December 31,
2022

 

OPERATIONS

               

Net investment income (loss)

  $ 80,206     $ (24,522 )

Net realized gain (loss) on investments and foreign currency

    (7,034,898 )     (27,486,403 )

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

    2,650,585       (9,930,947 )

Net increase (decrease) in net assets resulting from operations

    (4,304,107 )     (37,441,872 )
                 

CAPITAL SHARE TRANSACTIONS

               

Proceeds from shares sold

    3,548,750       15,932,298  

Payments for shares redeemed

    (2,545,729 )     (6,490,913 )

Transaction fees (Note 8)

    8,196       27,115  

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

    1,011,217       9,468,500  

Net increase (decrease) in net assets

  $ (3,292,890 )   $ (27,973,372 )
                 

NET ASSETS

               

Beginning of period/year

  $ 37,909,436     $ 65,882,808  

End of period/year

  $ 34,616,546     $ 37,909,436  

 

(a)

A summary of capital share transactions is as follows:

 

   

Shares

   

Shares

 

Shares sold

    350,000       1,175,000  

Shares redeemed

    (250,000 )     (575,000 )

Net increase (decrease)

    100,000       600,000  

 

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

 

27

 

 

Defiance Hotel, Airline, and Cruise ETF

 

Statements of Changes in Net Assets

 

   

Six-Months
Ended
June 30, 2023
(Unaudited)

   

Year
Ended
December 31,
2022

 

OPERATIONS

               

Net investment income (loss)

  $ 174,443     $ 38,635  

Net realized gain (loss) on investments and foreign currency

    2,287,988       (4,806,062 )

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

    12,327,257       (9,863,772 )

Net increase (decrease) in net assets resulting from operations

    14,789,688       (14,631,199 )
                 

DISTRIBUTIONS TO SHAREHOLDERS

               

Net distributions to shareholders

          (63,540 )

Total distributions to shareholders

          (63,540 )
                 

CAPITAL SHARE TRANSACTIONS

               

Proceeds from shares sold

    8,738,530       54,684,580  

Payments for shares redeemed

    (23,277,928 )     (13,225,180 )

Transaction fees (Note 8)

    7,229       7,742  

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

    (14,532,169 )     41,467,142  

Net increase (decrease) in net assets

  $ 257,519     $ 26,772,403  
                 

NET ASSETS

               

Beginning of period/year

  $ 49,523,303     $ 22,750,900  

End of period/year

  $ 49,780,822     $ 49,523,303  

 

(a)

A summary of capital share transactions is as follows:

 

   

Shares

   

Shares

 

Shares sold

    425,000       2,800,000  

Shares redeemed

    (1,175,000 )     (800,000 )

Net increase (decrease)

    (750,000 )     2,000,000  

 

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

 

28

 

 

Defiance Pure Electric Vehicle ETF

 

Statement of Changes in Net Assets

 

   

Period
Ended
June 30, 2023
(1)
(Unaudited)

 

OPERATIONS

       

Net investment income (loss)

  $ 1,095  

Net realized gain (loss) on investments and swaps

    82,513  

Change in unrealized appreciation (depreciation) on investments and swaps

     

Net increase (decrease) in net assets resulting from operations

    83,608  
         

CAPITAL SHARE TRANSACTIONS

       

Proceeds from shares sold

    608,783  

Payments for shares redeemed

     

Transaction fees (Note 8)

    42  

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

    608,825  

Net increase (decrease) in net assets

  $ 692,433  
         

NET ASSETS

       

Beginning of period

  $  

End of period

  $ 692,433  

 

(a)

A summary of capital share transactions is as follows:

 

   

Shares

 

Shares sold

    30,000  

Shares redeemed

     

Net increase (decrease)

    30,000  

 

(1)

The Fund commenced operations on June 12, 2023. The information shown is for the period from June 12, 2023 to June 30, 2023.

 

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

 

29

 

 

Defiance Quantum ETF

 

Financial Highlights

For a capital share outstanding throughout the period/year

 

   

Six-Months
Ended
June 30, 2023

   

Year Ended December 31,

   

Period Ended
December 31,

 
   

(Unaudited)

   

2022

   

2021

   

2020

   

2019

   

2018(1)

 

Net asset value, beginning of period/year

  $ 39.27     $ 55.76     $ 41.44     $ 29.37     $ 19.96     $ 25.00  
                                                 

INCOME (LOSS) FROM INVESTMENT OPERATIONS:

                                               

Net investment income (loss) (2)

    0.26       0.56       0.31       0.22       0.22       0.05  

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

    11.22       (16.48 )     14.26       12.06       9.36       (5.05 )

Total from investment operations

    11.48       (15.92 )     14.57       12.28       9.58       (5.00 )
                                                 

DISTRIBUTIONS TO SHAREHOLDERS:

                                               

Distributions from:

                                               

Net investment income

    (0.21 )     (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

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

CAPITAL SHARE TRANSACTIONS

                                               

Transaction fees (Note 8)

    0.00 (4)      0.00 (4)      0.02       0.00 (4)      0.01       0.00 (4) 
                                                 

Net asset value, end of period/year

  $ 50.54     $ 39.27     $ 55.76     $ 41.44     $ 29.37     $ 19.96  
                                                 

Total return

    29.25 %(5)     -28.56 %     35.27 %     42.01 %     48.20 %     -20.01 %(5)
                                                 

SUPPLEMENTAL DATA:

                                               

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

  $ 169,308     $ 102,108     $ 178,418     $ 55,941     $ 20,558     $ 2,993  
                                                 

RATIOS TO AVERAGE NET ASSETS:

                                               

Expenses to average net assets

    0.40 %(7)     0.40 %     0.40 %     0.40 %     0.40 %(6)     0.65 %(7)

Net investment income (loss) to average net assets

    1.16 %(7)     1.25 %     0.61 %     0.71 %     0.87 %     0.70 %(7)

Portfolio turnover rate (8)

    17 %(5)     24 %     35 %     40 %     45 %     22 %(5)

 

(1)

Commencement of operations on September 4, 2018.

(2)

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

(3)

Net realized and unrealized gain (loss) 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.

(4)

Less than $0.005.

(5)

Not annualized.

(6)

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

(7)

Annualized.

(8)

Excludes the impact of in-kind transactions.

 

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

 

30

 

 

Defiance Next Gen Connectivity ETF

 

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

 

   

Six-Months
Ended
June 30, 2023

   

Year Ended December 31,

   

Period
Ended
December 31,

 
   

(Unaudited)

   

2022

   

2021

   

2020

   

2019 (1)

 

Net asset value, beginning of period/year

  $ 29.88     $ 41.68       $33.60       $26.20     $ 25.00  
                                         

INCOME (LOSS) FROM INVESTMENT OPERATIONS:

                                       

Net investment income (loss) (2)

    0.26       0.46       0.48       0.38       0.25  

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

    3.77       (11.77 )     8.09       7.35       1.15  

Total from investment operations

    4.03       (11.31 )     8.57       7.73       1.40  
                                         

DISTRIBUTIONS TO SHAREHOLDERS:

                                       

Distributions from:

                                       

Net investment income

    (0.25 )     (0.49 )     (0.47 )     (0.31 )     (0.20 )

Tax return of capital to shareholders

                (0.02 )     (0.02 )      

Total distributions to shareholders

    (0.25 )     (0.49 )     (0.49 )     (0.33 )     (0.20 )
                                         

CAPITAL SHARE TRANSACTIONS

                                       

Transaction fees (Note 8)

          0.00 (4)            0.00 (4)       
                                         

Net asset value, end of period/year

  $ 33.66     $ 29.88     $ 41.68     $ 33.60     $ 26.20  
                                         

Total return

    13.56 %(5)     -27.20 %     25.63 %     29.77 %     5.64 %(5)
                                         

SUPPLEMENTAL DATA:

                                       

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

  $ 653,074     $ 690,178     $ 1,383,735     $ 890,292     $ 162,461  
                                         

RATIOS TO AVERAGE NET ASSETS:

                                       

Expenses to average net assets

    0.30 %(6)     0.30 %     0.30 %     0.30 %     0.30 %(6)

Net investment income (loss) to average net assets

    1.65 %(6)     1.36 %     1.29 %     1.35 %     1.22 %(6)

Portfolio turnover rate (7)

    11 %(5)     25 %     24 %     28 %     54 %(5)

 

(1)

Commencement of operations on March 4, 2019.

(2)

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

(3)

Net realized and unrealized gain (loss) 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.

(4)

Less than $0.005.

(5)

Not annualized.

(6)

Annualized.

(7)

Excludes the impact of in-kind transactions.

 

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

 

31

 

 

Defiance Next Gen H2 ETF

 

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

 

   

Six-Months
Ended
June 30, 2023
(Unaudited)

   

Year
Ended
December 31,
2022

   

Period
Ended
December 31,
2021
(1)

 

Net asset value, beginning of period/year

  $ 9.36     $ 19.10     $ 27.16  
                         

INCOME (LOSS) FROM INVESTMENT OPERATIONS:

                       

Net investment income (loss) (2)

    0.02       (0.01 )     (0.03 )

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

    (1.04 )     (9.74 )     (8.04 )

Total from investment operations

    (1.02 )     (9.75 )     (8.07 )
                         

DISTRIBUTIONS TO SHAREHOLDERS:

                       

Distributions from:

                       

Net investment income

          (0.00 )(4)      

Tax return of capital to shareholders

                (0.00 )(4)

Total distributions to shareholders

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

CAPITAL SHARE TRANSACTIONS

                       

Transaction fees (Note 8)

    0.00 (4)      0.01       0.01  
                         

Net asset value, end of period/year

  $ 8.34     $ 9.36     $ 19.10  
                         

Total return

    -10.89 %(5)     -50.98 %     -29.68 %(5)
                         

SUPPLEMENTAL DATA:

                       

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

  $ 34,617     $ 37,909     $ 65,883  
                         

RATIOS TO AVERAGE NET ASSETS:

                       

Expenses to average net assets

    0.30 %(6)     0.30 %     0.30 %(6)

Net investment income (loss) to average net assets

    0.42 %(6)     -0.05 %     -0.15 %(6)

Portfolio turnover rate (7)

    29 %(5)     81 %     69 %(5)

 

(1)

Commencement of operations on March 9, 2021.

(2)

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

(3)

Net realized and unrealized gain (loss) 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.

(4)

Less than $0.005.

(5)

Not annualized.

(6)

Annualized.

(7)

Excludes the impact of in-kind transactions.

 

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

 

32

 

 

Defiance Hotel, Airline, and Cruise ETF

 

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

 

   

Six-Months
Ended
June 30, 2023
(Unaudited)

   

Year
Ended
December 31,
2022

   

Period
Ended
December 31,
2021
(1)

 

Net asset value, beginning of period/year

  $ 16.11     $ 21.16     $ 24.36  
                         

INCOME (LOSS) FROM INVESTMENT OPERATIONS:

                       

Net investment income (loss) (2)

    0.06       0.02       (0.05 )

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

    5.24       (5.05 )     (3.15 )

Total from investment operations

    5.30       (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 8)

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

Net asset value, end of period/year

  $ 21.41     $ 16.11     $ 21.16  
                         

Total return

    32.95 %(5)     -23.80 %     -13.12 %(5)
                         

SUPPLEMENTAL DATA:

                       

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

  $ 49,781     $ 49,523     $ 22,751  
                         

RATIOS TO AVERAGE NET ASSETS:

                       

Expenses to average net assets

    0.45 %(6)     0.45 %     0.45 %(6)

Net investment income (loss) to average net assets

    0.65 %(6)     0.10 %     -0.37 %(6)

Portfolio turnover rate (7)

    8 %(5)     32 %     26 %(5)

 

(1)

Commencement of operations on June 3, 2021.

(2)

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

(3)

Net realized and unrealized gain (loss) 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.

(4)

Less than $0.005.

(5)

Not annualized.

(6)

Annualized.

(7)

Excludes the impact of in-kind transactions.

 

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

 

33

 

 

Defiance Pure Electric Vehicle ETF

 

Financial Highlights
For a capital share outstanding throughout the period

 

   

Period
Ended
June 30, 2023
(1)
(Unaudited)

 

Net asset value, beginning of period

  $ 19.88  
         

INCOME (LOSS) FROM INVESTMENT OPERATIONS:

       

Net investment income (loss) (2)

    0.05  

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

    3.15  

Total from investment operations

    3.20  
         

CAPITAL SHARE TRANSACTIONS

       

Transaction fees (Note 8)

    0.00 (4) 
         

Net asset value, end of period

  $ 23.08  
         

Total return

    16.10 %(5)
         

SUPPLEMENTAL DATA:

       

Net assets at end of period (000’s)

  $ 692  
         

RATIOS TO AVERAGE NET ASSETS:

       

Expenses to average net assets

    0.68 %(6)

Net investment income (loss) to average net assets

    4.81 %(6)

Portfolio turnover rate (7)

    0 %(5)

 

(1)

Commencement of operations on June 12, 2023.

(2)

Calculated based on average shares outstanding during the period.

(3)

Net realized and unrealized gain (loss) 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.

(4)

Less than $0.005.

(5)

Not annualized.

(6)

Annualized.

(7)

Excludes the impact of in-kind transactions.

 

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

 

34

 

 

Defiance ETFs

 

Notes to Financial Statements

June 30, 2023 (Unaudited)

 

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, and Defiance Pure Electric Vehicle 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 Pure Electric Vehicle ETF is to seek to provide investment results, before fees and expenses, that track the performance of a basket of common shares, which are equally-weighted on a quarterly basis, of the five largest (by market capitalization) electric vehicle manufacturers (the “Underlying Securities”) included in the Solactive Pure US Electric Vehicle Index (the “Pure EV Index”). 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 Pure Electric Vehicle ETF

June 12, 2023

 

The end of the reporting period for the Funds is June 30, 2023, and the period covered by these Notes to Financial Statements is the period from January 1, 2023 through June 30, 2023 (the “current fiscal period”) for all Funds except Defiance Pure Electric Vehicle ETF. The period covered by these Notes to Financial Statements for Defiance Pure Electric Vehicle ETF is the period from June 12, 2023 through June 30, 2023 (“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.

 

35

 

 

Defiance ETFs

 

Notes to Financial Statements
June 30, 2023 (Unaudited) (Continued)

 

Swaps are priced by an approved pricing service based on the closing price of the underlying benchmark that the contract is tracking.

 

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

  $ 167,688,538     $     $     $ 167,688,538  

Short-Term Investments

    1,417,121                   1,417,121  

Investments Purchased with Proceeds from Securities Lending

          26,665,026             26,665,026  

Total Investments in Securities, at value

  $ 169,105,659     $ 26,665,026     $     $ 195,770,685  

 

Defiance Next Gen Connectivity ETF

 

Assets^

 

Level 1

   

Level 2

   

Level 3

   

Total

 

Common Stocks

  $ 649,351,419     $     $     $ 649,351,419  

Short-Term Investments

    2,561,269                   2,561,269  

Investments Purchased with Proceeds from Securities Lending

          88,139,598             88,139,598  

Total Investments in Securities, at value

  $ 651,912,688     $ 88,139,598     $     $ 740,052,286  

 

36

 

 

Defiance ETFs

 

Notes to Financial Statements
June 30, 2023 (Unaudited) (Continued)

 

Defiance Next Gen H2 ETF

 

Assets^

 

Level 1

   

Level 2

   

Level 3

   

Total

 

Common Stocks

  $ 34,299,071     $     $ 0 (1)    $ 34,299,071  

Short-Term Investments

    262,035                   262,035  

Investments Purchased with Proceeds from Securities Lending

          8,018,147             8,018,147  

Total Investments in Securities, at value

  $ 34,561,106     $ 8,018,147     $ 0 (1)    $ 42,579,253  

 

Defiance Hotel, Airline, and Cruise ETF

 

Assets^

 

Level 1

   

Level 2

   

Level 3

   

Total

 

Common Stocks

  $ 49,488,487     $     $     $ 49,488,487  

Short-Term Investments

    151,314                   151,314  

Investments Purchased with Proceeds from Securities Lending

          9,127,074             9,127,074  

Total Investments in Securities, at value

  $ 49,639,801     $ 9,127,074     $     $ 58,766,875  

 

Defiance Pure Electric Vehicle ETF

 

Assets^

 

Level 1

   

Level 2

   

Level 3

   

Total

 

Short-Term Investments

  $ 634,425     $     $     $ 634,425  

Total Investments in Securities, at value

  $ 634,425     $     $     $ 634,425  

 

Other Financial Instruments (2)

 

Assets

 

Level 1

   

Level 2

   

Level 3

   

Total

 

Total Return Swaps

  $     $     $     $  

 

^

See Schedule of Investments for further disaggregation of investment categories.

(1)

Represents less than $0.50.

(2)

Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as total return swap agreements, which are reflected at value.

 

 

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

 

37

 

 

Defiance ETFs

 

Notes to Financial Statements
June 30, 2023 (Unaudited) (Continued)

 

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.

 

 

H.

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

 

 

I.

Reclassification of Capital Accounts. U.S. GAAP requires that certain components of net assets relating to permanent differences be reclassified between financial and tax reporting. These reclassifications have no effect on net assets or NAV per share 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 Pure Electric Vehicle ETF

    N/A       N/A  

 

38

 

 

Defiance ETFs

 

Notes to Financial Statements
June 30, 2023 (Unaudited) (Continued)

 

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 Pure Electric Vehicle ETF

    N/A  

 

 

J.

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

 

NOTE 3 – COMMITMENTS AND OTHER RELATED PARTY TRANSACTIONS

 

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

 

Under the Advisory Agreement, the Adviser is 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, and Defiance Hotel, Airline, and Cruise ETF and Vident Investment Advisory, LLC serves as the sub-adviser for Defiance Pure Electric Vehicle 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 Pure Electric Vehicle ETF

    0.68 %

 

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.

 

39

 

 

Defiance ETFs

 

Notes to Financial Statements
June 30, 2023 (Unaudited) (Continued)

 

The Custodian acts as the securities lending agent (the “Securities Lending Agent”) for Defiance Quantum ETF, Defiance Next Gen Connectivity ETF, Defiance Next Gen H2 ETF, and Defiance Hotel, Airline, and Cruise ETF.

 

All officers of the Trust are affiliated with the Administrator and Custodian.

 

NOTE 4 – SECURITIES LENDING

 

Defiance Quantum ETF, Defiance Next Gen Connectivity ETF, Defiance Next Gen H2 ETF, and Defiance Hotel, Airline, and Cruise ETF may lend up to 33⅓ percent of the value of the securities in their portfolios to brokers, dealers and financial institutions (but not individuals) under terms of participation in a securities lending program administered by the Securities Lending Agent. The securities lending agreement requires that loans are collateralized at all times in an amount equal to at least 102% of the value of any domestic loaned securities at the time of the loan plus accrued interest. The use of loans of foreign securities, which are denominated and payable in U.S. dollars, shall be collateralized in an amount equal to 105% of the value of any loaned securities at the time of the loan plus accrued interest. The Funds receive compensation in the form of fees and earn interest on the cash collateral. The amount of fees depends on a number of factors including the type of security and length of the loan. The Funds continue to receive interest payments or dividends on the securities loaned during the borrowing period. Gain or loss in the value of securities loaned that may occur during the term of the loan will be for the account of the Funds. The Funds have the right under the terms of the securities lending agreements to recall the securities from the borrower on demand.

 

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

 

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

 

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

  $ 26,408,369     $ 26,665,026  

Defiance Next Gen Connectivity ETF

    87,296,135       88,139,598  

Defiance Next Gen H2 ETF

    7,802,077       8,018,147  

Defiance Hotel, Airline, and Cruise ETF

    9,220,013       9,127,074  

 

*

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.

 

40