NOTES TO FINANCIAL STATEMENTS
February 29, 2020 (Unaudited) (Continued)
charged on all cash transactions or substitutes for Creation Units of up to a maximum of 2% of the value of the Creation Units subject to the transaction. Variable fees received by the Funds, if any, are displayed in the capital shares transactions section of the Statements of Changes in Net Assets. The Funds may issue an unlimited number of shares of beneficial interest, with no par value. All shares of the Funds have equal rights and privileges.
NOTE 7 – PRINCIPAL RISKS
Loncar Cancer Immunotherapy ETF:
Immunotherapy Companies Risk. Immunotherapy Companies are highly dependent on the development, procurement and marketing of drugs and the protection and exploitation of intellectual property rights. A company’s valuation can also be greatly affected if one of its products is proven or alleged to be unsafe, ineffective, or unprofitable. The stock prices of Immunotherapy Companies have been and will likely continue to be very volatile.
Loncar China BioPharma ETF:
China Biopharma Risk. The biopharmaceutical industry in China is strictly regulated and changes in such regulations, including banning or limiting certain products, may have a material adverse effect on the operations, revenues, and profitability of Biopharma Companies. The laws and regulations applicable to the process of administrative approval of medicine and its production in China require entities producing biopharma products to comply strictly with certain standards and specifications promulgated by the government. In the event that a product is discovered to be not compliant with the government’s standards and specifications, the health department may revoke its approval of such product, or otherwise limit the use of such product. Additionally, the process of conducting research and various tests on new products before obtaining a new medicine certificate from the National Medical Products Administration (“NMPA”) and subsequent procedures may take several years, and the price of certain biopharma products may be regulated in China. Changes in these laws and regulations, including banning or limiting certain products, could have a material adverse effect on the operations, revenues, and profitability of Biopharma Companies held by the Fund.
Currency Exchange Rate Risk. The Fund’s assets include investments denominated in non-U.S. currencies or in securities that provide exposure to such currencies. Changes in currency exchange rates and the relative value of non U.S. currencies will affect the value of the Fund’s investments and the value of your Shares. Currency exchange rates can be very volatile and can change quickly and unpredictably. As a result, the value of an investment in the Fund may change quickly and without warning and you may lose money.
25
Loncar ETFs
Expense Examples
For the Six-Months Ended February 29, 2020 (Unaudited)
As a shareholder of the Funds you incur two types of costs: (1) transaction costs, including brokerage commissions on purchases and sales of Fund shares, and (2) ongoing costs, including management fees and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below in the Expense Example Table.
Actual Expenses
The first line of the table provides information about actual account values based on actual returns and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then, multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period’’ to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The second line of the table provides information about hypothetical account values based on a hypothetical return and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as brokerage commissions paid on purchases and sales of Fund shares. Therefore, the second line of the table is useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. If these transactional costs were included, your costs would have been higher.
Loncar Cancer Immunotherapy ETF
|
Beginning
Account Value
September 1, 2019
|
Ending
Account Value
February 29, 2020
|
Expenses Paid
During the Period (1)
|
Actual
|
$1,000.00
|
$1,112.40
|
$4.15
|
Hypothetical (5% annual return before expenses)
|
$1,000.00
|
$1,020.93
|
$3.97
|
(1)
|
The dollar amounts shown as expenses paid during the period are equal to the annualized period expense ratio, 0.79%, multiplied by the average account value during the period, multiplied by 182/366, to reflect the one-half year period.
|
26
Loncar ETFs
Expense Examples
For the Six-Months Ended February 29, 2020 (Unaudited) (continued)
Loncar China BioPharma ETF
|
Beginning
Account Value
September 1, 2019
|
Ending
Account Value
February 29, 2020
|
Expenses Paid
During the Period (2)
|
Actual
|
$1,000.00
|
$1,094.00
|
$4.11
|
Hypothetical (5% annual return before expenses)
|
$1,000.00
|
$1,020.93
|
$3.97
|
(2)
|
The dollar amounts shown as expenses paid during the period are equal to the annualized period expense ratio, 0.79%, multiplied by the average account value during the period, multiplied by 182/366, to reflect the one-half year period.
|
27
Loncar ETFs
Approval of Advisory Agreements and Board Consideration
(Unaudited)
Pursuant to Section 15(c) of the Investment Company Act of 1940 (the “1940 Act”), at a meeting held on October 2–3, 2019 (the “Meeting”), the Board of Trustees (the “Board”) of ETF Series Solutions (the “Trust”) considered the approval of the continuation of the Investment Advisory Agreement (the “Advisory Agreement”) between Exchange Traded Concepts, LLC (“ETC” or the “Adviser”) and the Trust on behalf of the Loncar Cancer Immunotherapy ETF (“CNCR”) and Loncar China BioPharma ETF (“CHNA”) (each, a “Fund” and together, the “Funds”) and the Investment Sub-Advisory Agreement (the “Sub-Advisory Agreement” and together, the “Agreements”) between the Adviser, the Trust, on behalf of each Fund, and Vident Investment Advisory, LLC (“VIA” or the “Sub-Adviser”).
Prior to the Meeting, the Board, including the Trustees who are not parties to the Agreements or “interested persons” of any party thereto, as defined in the 1940 Act (the “Independent Trustees”), reviewed written materials from the Adviser and Sub-Adviser regarding, among other things: (i) the nature, extent, and quality of the services provided by the Adviser and Sub-Adviser; (ii) the historical performance of each Fund; (iii) the cost and profits realized from providing such services, including any fall-out benefits enjoyed by the Adviser, Sub-Adviser, or their affiliates; (iv) comparative fee and expense data for each Fund; (v) the extent to which the advisory fee for each Fund reflects economies of scale shared with Fund shareholders; and (vi) other factors the Board deemed to be relevant.
Prior to the Meeting, the Adviser and the Sub-Adviser, along with representatives of other service providers of each Fund, presented written information to help the Board evaluate the Adviser’s and Sub-Adviser’s fees and other aspects of the Agreements. Additionally, Adviser’s Chief Executive Officer provided an oral overview of each Fund’s strategy, the services provided to each Fund by the Adviser, and additional information about the Adviser’s personnel and other clients. The Board then discussed the written materials that it had received, the Adviser’s oral presentation, and any other information that the Board received at the Meeting and deliberated on the approval of the Agreements in light of this information. In its deliberations, the Board did not identify any single piece of information discussed below that was all-important or controlling.
Approval of the Continuation of the Advisory Agreement
Nature, Extent, and Quality of Services Provided. The Trustees considered the scope of services provided under the Advisory Agreement, noting that the Adviser would continue to provide investment management services to each Fund. In considering the nature, extent, and quality of the services provided by the Adviser, the Board considered the quality of the Adviser’s compliance infrastructure and past reports from the Trust’s Chief Compliance Officer. The Board also considered its previous experience with the Adviser providing investment management services to each Fund. The Board
28
Loncar ETFs
Approval of Advisory Agreements and Board Consideration
(Unaudited) (Continued)
noted that it had received a copy of the Adviser’s registration form (“Form ADV”), as well as the response of the Adviser to a detailed series of questions which included, among other things, information about the background and experience of the firm’s CCO.
The Board also considered other services to be provided to each Fund, such as monitoring adherence to each Fund’s investment restrictions, oversight of the Funds’ sub-adviser, monitoring compliance with various Fund policies and procedures and with applicable securities regulations, and monitoring the extent to which each Fund achieves its investment objective.
Historical Performance. The Board noted that it had received information regarding each Fund’s performance as of June 30, 2019 and August 31, 2019 in the Materials. Because each Fund is designed to track the performance of an index, the Board considered the extent to which each Fund tracked its index before fees and expenses, as well as its performance compared to the performance of other funds in its peer group.
Loncar Cancer Immunotherapy ETF: The Board discussed that for the one-year, three-year, and since inception periods ended June 30, 2019, CNCR slightly underperformed its underlying index before fees and expenses. The Board also compared the Fund’s performance to the group of Health ETFs as reported by Morningstar (the “Category Peer Group”). The Board noted that CNCR significantly underperformed its peer group median for the one- and three-year periods ended June 30, 2019. In addition, the Board further noted that, for the one-year and three-year periods ended June 30, 2019, CNCR had significantly underperformed the S&P 500 Index and had underperformed its three most direct competitors as identified by the Adviser. However, the Board noted that, as a thematic index-based ETF, the Fund is designed to provide shareholders with targeted investment exposure and is not intended to exceed any particular performance benchmark, although the Board recognized that a comparison of the Fund’s performance to a measure of broader market performance could be useful to investors.
Loncar China BioPharma ETF: The Board observed that for the since inception period ended June 30, 2019, CHNA slightly underperformed its underlying index before fees and expenses. However, the Board noted that CHNA’s returns reflected the higher trading costs typically associated with investments in foreign markets, which are not reflected in CHNA’s index’s returns. The Board noted that, for the six-month period ended June 30, 2019, CHNA had outperformed the median for funds in the universe of China Region and Health ETFs as reported by Morningstar (the “Category Peer Group”). The Board further noted that, for the since inception period ended June 30, 2019, CHNA had underperformed the NASDAQ Biotech Index. In considering CHNA’s performance, the Board recognized that CHNA had been operational for less than a
29
Loncar ETFs
Approval of Advisory Agreements and Board Consideration
(Unaudited) (Continued)
year, which was a short amount of time by which to judge how it would perform over a full market cycle. Additionally, the Board noted that, as a thematic index-based ETF, the Fund is designed to provide shareholders with targeted investment exposure and is not intended to exceed any particular performance benchmark, although the Board recognized that a comparison of the Fund’s performance to a measure of broader market performance could be useful to investors.
Cost of Services Provided and Economies of Scale. The Board reviewed the expense ratio for each of the Funds and compared each Fund’s expense ratio to their respective Category Peer Group as follows:
Loncar Cancer Immunotherapy ETF: The Board noted that the expense ratio for CNCR was significantly higher than the median for its Category Peer Group. However, the Board also noted that, because the Category Peer Group included a number of significantly larger, low-cost ETFs, the peer group may not allow for an apt comparison by which to judge CNCR’s expense ratio. The Board also noted that the Fund’s expense ratio was in line with the expense ratios of its most direct competitors as identified by the Adviser.
Loncar China BioPharma ETF: The Board noted that the expense ratio for CHNA was higher than the median for its Category Peer Group. However, the Board also noted that, because the Category Peer Group included a number of significantly larger, low-cost ETFs, the peer group may not allow for an apt comparison by which to judge CHNA’s expense ratio. The Board also noted that the Fund’s expense ratio was the same as the expense ratio of its most direct competitor as identified by the Adviser.
The Board took into consideration that the advisory fee for each Fund was a “unified fee,” meaning each Fund paid no expenses other than the advisory fee and certain other costs such as interest, brokerage, acquired fund fees and expenses, extraordinary expenses and, to the extent it is implemented, fees pursuant to a Distribution and/or Shareholder Servicing (12b-1) Plan. The Board noted that the Adviser continued to be responsible for compensating the Trust’s other service providers and paying each Fund’s other expenses out of its own fee and resources. The Board also evaluated the compensation and benefits received by the Adviser from its relationship with the Funds, taking into account analyses of the Adviser’s profitability with respect to each Fund.
The Board expressed the view that it currently appeared that the Adviser might realize economies of scale in managing each Fund as assets grow in size. The Board further determined that, based on the amount and structure of each Fund’s unitary fee, such economies of scale would be shared with the respective Fund shareholders, although the Board intends to monitor fees as each Fund grows in size and assess whether fee breakpoints may be warranted.
30
Loncar ETFs
Approval of Advisory Agreements and Board Consideration
(Unaudited) (Continued)
Conclusion. No single factor was determinative of the Board’s decision to approve the continuation of the Advisory Agreement; rather, the Board based its determination on the total mix of information available to it. Based on a consideration of all the factors in their totality, the Board, including a majority of the Independent Trustees, determined that the Advisory Agreement, including the compensation payable under the agreement, was fair and reasonable to each Fund. The Board, including a majority of the Independent Trustees, therefore determined that the approval of the continuation of the Advisory Agreement was in the best interests of each Fund and its shareholders.
Approval of the Continuation of the Sub-Advisory Agreement with the Sub-Adviser
Nature, Extent, and Quality of Services Provided. The Board considered the scope of services provided to the Funds under the Sub-Advisory Agreement, noting that VIA would continue to provide investment management services to the Funds. The Board noted the responsibilities that VIA has as Funds’ investment sub-adviser, including: responsibility for the general management of the day-to-day investment and reinvestment of the assets of the Funds; determining the daily baskets of deposit securities and cash components; executing portfolio security trades for purchases and redemptions of Fund shares conducted on a cash-in-lieu basis; oversight of general portfolio compliance with relevant law; responsibility for daily monitoring of tracking error and quarterly reporting to the Board; and implementation of Board directives as they relate to the Funds.
In considering the nature, extent, and quality of the services provided by VIA, the Board considered reports of the Trust’s CCO with respect to VIA’s compliance program and VIA’s experience providing investment management services to other ETFs, including other series of the Trust. VIA’s registration form (“Form ADV”) was provided to the Board, as was the response of VIA to a detailed series of questions which included, among other things, information about the background and experience of the portfolio manager primarily responsible for the day-to-day management of the Funds.
Historical Performance. The Board noted that it had received information regarding each Fund’s performance as of June 30, 2019 and August 31, 2019. The Board considered that, because each Fund is designed to track the performance of an index that is not affiliated with VIA, the relevant consideration with respect to VIA is the extent to which each Fund tracked its index before fees and expenses.
Loncar Cancer Immunotherapy ETF: The Board noted that for the one-year, three-year, and since inception periods ended June 30, 2019, CNCR slightly underperformed its underlying index before fees and expenses.
Loncar China BioPharma ETF: The Board noted that for the since inception period ended June 30, 2019, CHNA slightly underperformed its underlying index before fees and expenses, although the Fund’s returns reflected the higher trading costs typically
31
Loncar ETFs
Approval of Advisory Agreements and Board Consideration
(Unaudited) (Continued)
associated with investments in foreign markets, which are not reflected in the index’s returns. The Board also considered that CHNA had been operational for less than a year, which was too short a time by which to judge how a Fund would operate over a longer period.
Costs of Services Provided and Economies of Scale. The Board reviewed the advisory fees paid by ETC to VIA for its services to each Fund. The Board considered that the fees paid to VIA are paid by ETC from the fee ETC receives from each Fund and noted that the fee reflected an arm’s-length negotiation between ETC and VIA. The Board also took into account analyses of VIA’s profitability with respect to each Fund.
The Board expressed the view that it currently appeared that VIA might realize economies of scale in managing each Fund as assets grow in size and noted that the fee schedule includes breakpoints for each Fund as assets grow in size. The Board further noted that because each Fund pays ETC a unified fee, any benefits from the breakpoints in the sub-advisory fee schedule would accrue to ETC, rather than Fund shareholders. Consequently, the Board determined that it would monitor fees as each Fund grows to determine whether economies of scale were being effectively shared with each Fund and its shareholders.
Conclusion. No single factor was determinative of the Board’s decision to approve the Sub-Advisory Agreement; rather, the Board based its determination on the total mix of information available to it. Based on a consideration of all the factors in their totality, the Board, including a majority of the Independent Trustees, determined that the Sub-Advisory Agreement, including the compensation payable under the agreement, was fair and reasonable to the Funds. The Board, including a majority of the Independent Trustees, therefore determined that the approval of the continuation of the Sub-Advisory Agreement was in the best interests of each Fund and its shareholders.
32
Loncar ETFs
Federal Tax Information
(Unaudited)
For the fiscal year ended August 31, 2019, certain dividends paid by the Funds may be subject to a maximum tax rate of 23.8%, as provided for by the Jobs and Growth Tax Relief Reconciliation Act of 2003.
The percentage of dividends declared from ordinary income designated as qualified dividend income was as follows:
Loncar Cancer Immunotherapy ETF
|
0.00%
|
Loncar China BioPharma ETF
|
0.00%
|
For corporate shareholders, the percent of ordinary income distributions qualifying for the corporate dividends received deduction for the fiscal year ended August 31, 2019
Loncar Cancer Immunotherapy ETF
|
0.00%
|
Loncar China BioPharma ETF
|
0.00%
|
The Percentage of taxable ordinary income distributions that are designated as short-term capital gain distributions under Internal Revenue Section 871(k)(2)(C) for each Fund were as follows:
Loncar Cancer Immunotherapy ETF
|
0.00%
|
Loncar China BioPharma ETF
|
0.00%
|
Information About Portfolio Holdings
(Unaudited)
The Funds file their complete schedules of portfolio holdings for their first and third fiscal quarters with the SEC on Form N-Q or Part F of Form N-Port (beginning with filings after March 31, 2020). The Funds’ Form N-Q or Part F of Form N-Port is available without charge, upon request, by calling toll-free at (800) 617-0004. Furthermore, you may obtain the Form N-Q on the SEC’s website at www.sec.gov. The Funds’ portfolio holdings are posted on its website at www.loncarfunds.com daily.
Information About Proxy Voting
(Unaudited)
A description of the policies and procedures the Funds use to determine how to vote proxies relating to portfolio securities is provided in the Statement of Additional Information (“SAI”). The SAI is available without charge, upon request, by calling toll-free at (800) 617-0004, by accessing the SEC’s website at www.sec.gov, or by accessing the Funds’ website at www.loncarfunds.com.
Information regarding how the Funds voted proxies relating to portfolio securities during the period ending June 30 is available by calling toll-free at (800) 617-0004 or by accessing the SEC’s website at www.sec.gov.
33
Loncar ETFs
Information About the Funds’ Trustees
(Unaudited)
The SAI includes additional information about the Funds’ Trustees and is available without charge, upon request, by calling (800) 617-0004 or by accessing the SEC’s website at www.sec.gov or by accessing the Funds’ website at www.loncarfunds.com.
Frequency Distribution of Premiums and Discounts
(Unaudited)
Information regarding how often shares of each Fund trade on an exchange at a price above (i.e., at premium) or below (i.e., at a discount) the NAV of each Fund is available, without charge, on the Funds’ website at www.loncarfunds.com.
34
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Adviser
Exchange Traded Concepts, LLC
10900 Hefner Pointe Drive, Suite 207
Oklahoma City, Oklahoma 73120
Sub-Adviser
Vident Investment Advisory, LLC
1125 Sanctuary Parkway, Suite 515
Alpharetta, Georgia 30009
Index Provider
Loncar Investments, LLC
P.O. Box 15072
Lenexa, Kansas 66285
Distributor
Quasar Distributors, LLC
111 East Kilbourn Avenue, Suite 1250
Milwaukee, Wisconsin 53202
Custodian
U.S. Bank National Association
1555 North Rivercenter Drive, Suite 302
Milwaukee, Wisconsin 53212
Transfer Agent
U.S. Bancorp Fund Services, LLC
615 East Michigan Street
Milwaukee, Wisconsin 53202
Independent Registered Public Accounting Firm
Cohen & Company, Ltd.
342 North Water Street, Suite 830
Milwaukee, WI 53202
Legal Counsel
Morgan, Lewis, & Bockius, LLP
1111 Pennsylvania Avenue, NW
Washington, DC 20004
Loncar Cancer Immunotherapy ETF
Symbol – CNCR
CUSIP – 26922A826
Loncar China BioPharma ETF
Symbol – CHNA
CUSIP – 26922A370