UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM N-CSR

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES

 

Investment Company Act file number 811-22668

 

ETF Series Solutions
(Exact name of registrant as specified in charter)

 

615 East Michigan Street

Milwaukee, WI 53202
(Address of principal executive offices) (Zip code)

 

Kristina Nelson

ETF Series Solutions

615 East Michigan Street

Milwaukee, WI 53202
(Name and address of agent for service)

 

(414)-765-6076

Registrant's telephone number, including area code

 

Date of fiscal year end: August 31

 

Date of reporting period: August 31, 2020

 

 

 

Item 1. Reports to Stockholders.

 

 

Annual Report

August 31, 2020

 

 

Loncar Cancer Immunotherapy ETF

Ticker: CNCR

 

Loncar China BioPharma ETF

Ticker: CHNA

 

 

Beginning on January 1, 2021, as permitted by regulations adopted by the U.S. Securities and Exchange Commission, paper copies of the Funds’ shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the Funds’ reports from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website link to access the report.

 

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. Please contact your financial intermediary to elect to receive shareholder reports and other Fund communications electronically.

 

You may elect to receive all future reports in paper free of charge. Please contact your financial intermediary to inform them that you wish to continue receiving paper copies of shareholder reports and for details about whether your election to receive reports in paper will apply to all funds held with your financial intermediary.

 

 

Loncar ETFs

 

TABLE OF CONTENTS

 

 

Page

Letters to Shareholders

1

Performance Summaries

5

Portfolio Allocations

7

Schedules of Investments

8

Statements of Assets and Liabilities

13

Statements of Operations

14

Statements of Changes in Net Assets

15

Financial Highlights

17

Notes to Financial Statements

19

Report of Independent Registered Public Accounting Firm

29

Trustees and Officers

31

Expense Examples

33

Review of Liquidity Risk Management Program

35

Approval of Sub-Advisory Agreement & Board Consideration

36

Federal Tax Information

39

Federal Tax Credit Pass Through

39

Information About Portfolio Holdings

40

Information About Proxy Voting

41

Information About the Funds’ Trustees

41

Frequency Distribution of Premiums and Discounts

41

 

 

Loncar Cancer Immunotherapy ETF

 

Letter to Shareholders

(Unaudited)

 

 

Dear Shareholders,

 

On behalf of the entire team, we want to express our appreciation for the confidence you have placed in the Loncar Cancer Immunotherapy ETF (“CNCR” or the “Fund”). The following information pertains to the current fiscal period of September 1, 2019 through August 31, 2020 (the “current fiscal period”). The Fund seeks to track the total return performance, before fees and expenses, of the Loncar Cancer Immunotherapy Index (the “Index”). The Index tracks the performance of a basket of companies that develop therapies to treat cancer by harnessing the body’s own immune system. It contains both leading large pharmaceutical companies and growth-oriented biotechnology companies.

 

The Fund had positive performance during the current fiscal period. The market price for CNCR increased 38.14% and the NAV increased 37.47%, while the S&P 500 Index, a broad market index, gained 21.94% over the same period. The Fund’s Index returned positive 38.36%.

 

For the current fiscal period, the largest positive contributor to return was Trillium Therapeutics Inc. (TRIL), adding 6.36% to the return of the Fund, gaining 3,331.28%, with an average weighting of 1.85%. The second largest contributor to return was BioNTech SE (BNTX), adding 5.25% to the return of the Fund, gaining 309.71% with an average weighting of 3.01%. The third largest contributor to return was Compugen Ltd (CGEN), adding 5.04% to the return of the Fund, gaining 349.09% with an average weighting of 2.79%.

 

For the current fiscal period, the largest negative contributor to return was Bluebird Bio, Inc. (BLUE), detracting 4.27% from the return of the Fund, declining 42.60% with an average weighting of 4.78%. The security contributing second-most negatively was NextCure, Inc. (NXTC), detracting 3.98% from the return of the Fund, and declining 74.11% with an average weighting of 5.98%. The third largest negative contributor to return was Xencor, Inc. (XNCR), detracting 0.34% from the return of the Fund, and declining 4.10% with an average weight of 4.67%.

 

The Fund commenced operations on October 13, 2015, and has 1,500,000 outstanding shares as of August 31, 2020.

 

We appreciate your investment in CNCR.

 

Sincerely,

 

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

 

1

 

 

Loncar Cancer Immunotherapy ETF

 

Letter to Shareholders

(Unaudited) (Continued)

 

 

Must be preceded or accompanied by a prospectus.

 

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

 

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

 

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

 

One may not directly invest in an index.

 

Past performance is not a guarantee of future results.

 

Fund holdings are subject to change and are not a recommendation to buy or sell any security. For a complete listing of the Fund’s holdings please view the schedule of investments in this report.

 

The Loncar Cancer Immunotherapy ETF is distributed by Quasar Distributors, LLC. Loncar Investments is the index provider of the Fund.

 

INDXX, LLC helps Loncar with risk management and index construction.

 

2

 

 

Loncar China BioPharma ETF

 

Letter to Shareholders

(Unaudited)

 

 

Dear Shareholders,

 

On behalf of the entire team, we want to express our appreciation for the confidence you have placed in the Loncar China BioPharma ETF (“CHNA” or the “Fund”). The following information pertains to the current fiscal period of September 1, 2019 through August 31, 2020 (the “current fiscal period”). The Fund seeks to track the total return performance, before fees and expenses, of the Loncar China BioPharma Index (the “Index”). The Index tracks the performance of a basket of companies that are leading China’s biotech revolution. With a focus on innovators, the Index contains globally listed companies that have a strategic role in growing China’s drug industry.

 

The Fund had positive performance during the current fiscal period. The market price for CHNA increased 38.84% and the NAV increased 39.56%, while the Nasdaq Biotechnology Index, a broad market index, gained 31.77% over the same period. The Fund’s Index returned positive 40.91%.

 

For the current fiscal period, the largest positive contributor to return was CanSino Biologics Inc. (6185 HK), adding 10.40% to the return of the Fund, gaining 419.17%, with an average weighting of 4.60%. The second largest contributor to return was WuXi Biologics (Cayman) Inc. (2269 HK), adding 4.51% to the return of the Fund, gaining 146.55% with an average weighting of 4.37%. The third largest contributor to return was I-Mab (IMAB US), adding 4.25% to the return of the Fund, gaining 252.77% with an average weighting of 1.63%.

 

For the current fiscal period, the largest negative contributor to return was China Resources Pharmaceutical Group Limited (3320 HK), detracting 1.70% from the return of the Fund, declining 43.76% with an average weighting of 2.20%. The security contributing second-most negatively was Sinopharm Group Co. Ltd. (1099 HK), detracting 1.44% from the return of the Fund, and declining 29.57% with an average weighting of 3.28%. The third largest negative contributor to return was CASI Pharmaceuticals, Inc. (CASI US), detracting 1.14% from the return of the Fund, and declining 47.55% with an average weight of 1.74%.

 

The Fund commenced operations on August 14, 2018, and has 375,000 outstanding shares as of August 31, 2020.

 

We appreciate your investment in CHNA.

 

Sincerely,

 

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

 

3

 

 

Loncar China BioPharma ETF

 

Letter to Shareholders

(Unaudited) (Continued)

 

 

Must be preceded or accompanied by a prospectus.

 

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

 

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

 

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

 

One may not directly invest in an index.

 

Past performance is not a guarantee of future results.

 

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

 

4

 

 

Loncar Cancer Immunotherapy ETF

 

Performance Summary

(Unaudited)

 

 

Growth of $10,000

 

 

Average Annual Returns
August 31, 2020

1 Year

3 Year

Since
Inception
(10/13/2015)

Loncar Cancer Immunotherapy ETF - NAV

37.47%

2.00%

1.86%

Loncar Cancer Immunotherapy ETF - Market

38.14%

2.00%

1.89%

Loncar Cancer Immunotherapy Index

38.36%

2.75%

2.67%

S&P 500® Index

21.94%

14.52%

14.40%

 

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

 

Performance data quoted represents past performance; past performance does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance of the Fund may be lower or higher than the performance quoted. Performance data current to the most recent month end may be obtained by calling 800-617-0004. Per the prospectus dated 12/31/2019, the gross expense ratio is 0.79%.

 

5

 

 

Loncar China BioPharma ETF

 

Performance Summary

(Unaudited)

 

 

Growth of $10,000

 

 

Average Annual Returns
August 31, 2020

1 Year

Since
Inception
(8/14/2018)

Loncar China BioPharma ETF - NAV

39.56%

12.79%

Loncar China BioPharma ETF - Market

38.84%

12.36%

Loncar China BioPharma Index

40.91%

13.83%

Nasdaq Biotechnology Index

31.77%

7.30%

 

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

 

Performance data quoted represents past performance; past performance does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance of the Fund may be lower or higher than the performance quoted. Performance data current to the most recent month end may be obtained by calling 800-617-0004. Per the prospectus dated 12/31/2019, the gross expense ratio is 0.79%.

 

6

 

 

Loncar Cancer Immunotherapy ETF

 

Portfolio Allocation

As of August 31, 2020 (Unaudited)

 

 

Industry Group

Percentage of
Net Assets

Biotechnology ♦

82.2%

Pharmaceuticals

17.8

Short-Term Investments +

0.0

Liabilities in Excess of Other Assets +

(0.0)

Total

100.0%

 

 

Loncar China BioPharma ETF

 

Portfolio Allocation

As of August 31, 2020 (Unaudited)

 

 

Industry Group

Percentage of
Net Assets

Biotechnology ♦

54.9%

Pharmaceuticals ♦

25.2

Biotechnology Services

9.6

Pharmaceutical Manufacturing

4.0

Diagnostics

3.9

Pharmaceutical Distribution

2.1

Short-Term Investments

0.3

Other Assets in Excess of Liabilities +

0.0

Total

100.0%

 

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

+

Represents less than 0.05% of net assets.

 

7

 

 

Loncar Cancer Immunotherapy ETF

 

Schedule of Investments

August 31, 2020

 

 

 

Shares

 

Security Description

 

Value

 
       

COMMON STOCKS — 100.0%

       
       

Biotechnology — 82.2%

       
    129,974  

Adaptimmune Therapeutics plc - ADR (a)

  $ 1,130,774  
    30,336  

Allogene Therapeutics, Inc. (a)

    1,081,478  
    45,188  

Arcus Biosciences, Inc. (a)

    1,075,474  
    24,118  

AstraZeneca plc - ADR

    1,350,608  
    7,621  

BeiGene, Ltd. - ADR (a)

    1,841,005  
    25,592  

BioNTech SE - ADR (a)

    1,567,510  
    19,727  

Bluebird Bio, Inc. (a)

    1,169,811  
    21,932  

Bristol-Myers Squibb Company

    1,364,170  
    78,821  

Cellectis S.A. - ADR (a)

    1,454,247  
    96,949  

Compugen, Ltd. (a)

    1,676,248  
    49,594  

Cue Biopharma, Inc. (a)

    886,245  
    41,670  

Fate Therapeutics, Inc. (a)

    1,516,788  
    17,076  

Gilead Sciences, Inc.

    1,139,823  
    20,624  

IGM Biosciences, Inc. (a)

    886,832  
    34,314  

Legend Biotech Corporation - ADR (a)

    1,166,676  
    62,758  

MacroGenics, Inc. (a)

    1,816,217  
    16,079  

Merck & Company, Inc.

    1,371,056  
    20,661  

Moderna, Inc. (a)

    1,340,692  
    61,393  

Nektar Therapeutics (a)

    1,187,341  
    51,635  

NextCure, Inc. (a)

    464,199  
    2,080  

Regeneron Pharmaceuticals, Inc. (a)

    1,289,454  
    60,352  

Replimune Group, Inc. (a)

    1,629,504  
    165,626  

Trillium Therapeutics, Inc. (a)

    1,876,543  
    42,554  

Xencor, Inc. (a)

    1,521,306  
    30,435  

Y-mAbs Therapeutics, Inc. (a)

    1,309,618  
              33,113,619  
       

Pharmaceuticals — 17.8%

       
    5,647  

Argenx SE - ADR (a)

    1,305,982  
    20,835  

CRISPR Therapeutics AG (a)

    1,947,239  
    41,989  

Iovance Biotherapeutics, Inc. (a)

    1,399,493  
    43,430  

MorphoSys AG - ADR (a)

    1,360,228  
    36,115  

Zymeworks, Inc. (a)

    1,170,849  
              7,183,791  
       

TOTAL COMMON STOCKS (Cost $35,414,442)

    40,297,410  

 

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

 

8

 

 

Loncar Cancer Immunotherapy ETF

 

Schedule of Investments
August 31, 2020 (Continued)

 

 

 

Shares

 

Security Description

 

Value

 
       

SHORT-TERM INVESTMENTS — 0.0%+

       
    10,792  

First American Government Obligations Fund - Class X, 0.07%*

  $ 10,792  
       

TOTAL SHORT-TERM INVESTMENTS (Cost $10,792)

    10,792  
       

TOTAL INVESTMENTS (Cost $35,425,234) — 100.0%

    40,308,202  
       

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

    (15,547 )
       

NET ASSETS — 100.0%

  $ 40,292,655  

 

Percentages are stated as a percent of net assets.

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

ADR

American Depositary Receipt

(a)

Non-income producing security.

*

Rate shown is the annualized seven-day yield as of August 31, 2020.

+

Represents less than 0.05% of net assets.

 

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

 

9

 

 

Loncar China BioPharma ETF

 

Schedule of Investments

August 31, 2020

 

 

 

Shares

 

Security Description

 

Value

 
       

COMMON STOCKS — 99.7%

       
       

Biotechnology — 54.9%

       
    197,500  

3SBio, Inc. (a)

  $ 231,899  
    64,000  

Akeso, Inc. (a)

    244,021  
    113,000  

Alphamab Oncology (a)

    241,159  
    35,100  

Ascentage Pharma Group International (a)

    151,720  
    407,000  

Ascletis Pharma, Inc. (a)

    152,294  
    1,535  

BeiGene, Ltd. - ADR (a)

    370,810  
    7,600  

CanSino Biologics, Inc. (a)

    161,117  
    90,703  

CASI Pharmaceuticals, Inc. (a)

    155,102  
    12,457  

Cellular Biomedicine Group, Inc. (a)

    231,451  
    2,322  

China Biologic Products Holdings, Inc. (a)

    245,087  
    1,930,000  

CK Life Sciences Int’l Holdings, Inc.

    224,125  
    171,000  

CStone Pharmaceuticals (a)

    203,872  
    118,000  

Genscript Biotech Corporation (a)

    228,078  
    183,000  

Hua Medicine (a)

    136,952  
    7,873  

Hutchison China MediTech, Ltd. - ADR (a)

    261,541  
    8,491  

I-Mab - ADR (a)

    334,885  
    114,000  

Immunotech Biopharm, Ltd. (a)

    167,981  
    128,000  

InnoCare Pharma, Ltd. (a)

    209,751  
    37,500  

Innovent Biologics, Inc. (a)

    249,914  
    83,000  

Kintor Pharmaceutical, Ltd. (a)

    151,432  
    216,000  

Lee’s Pharmaceutical Holdings, Ltd.

    164,435  
    7,359  

Legend Biotech Corporation - ADR (a)

    250,206  
    43,500  

Ocumension Therapeutics (a)

    165,577  
    221,000  

Shanghai Fudan-Zhangjiang Bio-Pharmaceutical Company, Ltd.

    140,867  
    24,600  

Shanghai Haohai Biological Technology Company, Ltd.

    174,577  
    31,800  

Shanghai Henlius Biotech, Inc. (a)

    226,289  
    51,000  

Shanghai Junshi Biosciences Company, Ltd. (a)

    320,471  
    271,500  

Sino Biopharmaceutical, Ltd.

    313,533  
    185,000  

Viva Biotech Holdings

    219,131  
    3,064  

Zai Lab, Ltd. - ADR (a)

    243,190  
              6,571,467  

 

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

 

10

 

 

Loncar China BioPharma ETF

 

Schedule of Investments
August 31, 2020 (Continued)

 

 

 

Shares

 

Security Description

 

Value

 
       

COMMON STOCKS — 99.7% (Continued)

       
       

Biotechnology Services — 9.6%

       
    31,000  

Pharmaron Beijing Company, Ltd.

  $ 411,992  
    21,948  

WuXi AppTec Company, Ltd.

    325,107  
    16,000  

Wuxi Biologics Cayman, Inc. (a)

    415,786  
              1,152,885  
       

Diagnostics — 3.9%

       
    10,419  

Burning Rock Biotech, Ltd. - ADR (a)

    240,262  
    18,002  

Genetron Holdings, Ltd. - ADR (a)

    222,865  
              463,127  
       

Pharmaceutical Distribution — 2.1%

       
    100,700  

Sinopharm Group Company, Ltd.

    247,912  
                 
       

Pharmaceutical Manufacturing — 4.0%

       
    393,000  

SSY Group, Ltd.

    250,501  
    163,000  

YiChang HEC ChangJiang Pharmaceutical Company, Ltd.

    231,771  
              482,272  
       

Pharmaceuticals — 25.2%

       
    224,000  

China Grand Pharmaceutical and Healthcare Holdings, Ltd.

    204,341  
    193,000  

China Medical System Holdings, Ltd.

    217,898  
    415,000  

China Resources Pharmaceutical Group, Ltd.

    235,073  
    166,800  

CSPC Pharmaceutical Group, Ltd.

    370,612  
    81,000  

Guangzhou Baiyunshan Pharmaceutical Holdings Company, Ltd.

    212,164  
    84,000  

Hansoh Pharmaceutical Group Company, Ltd. (a)

    398,315  
    47,570  

Livzon Pharmaceutical Group, Inc.

    228,025  
    379,000  

Luye Pharma Group, Ltd.

    205,390  
    67,500  

Shanghai Fosun Pharmaceutical Group Company, Ltd.

    285,236  
    120,900  

Shanghai Pharmaceuticals Holding Company, Ltd.

    215,588  
    121,500  

Shenzhen Hepalink Pharmaceutical Group Company, Ltd. (a)

    254,283  
    1,627,000  

Sihuan Pharmaceutical Holdings Group, Ltd.

    197,336  
              3,024,261  
       

TOTAL COMMON STOCKS (Cost $10,987,315)

    11,941,924  
                 

 

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

 

11

 

 

Loncar China BioPharma ETF

 

Schedule of Investments

August 31, 2020 (Continued)

 

 

 

Shares

 

Security Description

 

Value

 
       

SHORT-TERM INVESTMENTS — 0.3%

       
    29,999  

First American Government Obligations Fund - Class X, 0.07%*

  $ 29,999  
       

TOTAL SHORT-TERM INVESTMENTS (Cost $29,999)

    29,999  
       

TOTAL INVESTMENTS (Cost $11,017,314) — 100.0%

    11,971,923  
       

Other Assets in Excess of Liabilities — 0.0%+

    2,277  
       

NET ASSETS — 100.0%

  $ 11,974,200  

 

Percentages are stated as a percent of net assets.

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

(a)

Non-income producing security.

ADR

American Depositary Receipt

*

Rate shown is the annualized seven-day yield as of August 31, 2020.

+

Represents less than 0.05% of net assets.

 

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

 

12

 

 

Loncar ETFs

 

Statements of Assets and Liabilities

August 31, 2020

 

 

   

Loncar Cancer
I
mmunotherapy
ETF

   

Loncar China
BioPharma ETF

 

ASSETS

               

Investments in securities, at value* (Note 2)

  $ 40,308,202     $ 11,971,923  

Dividends receivable

    10,853       10,455  

Total assets

    40,319,055       11,982,378  
                 

LIABILITIES

               

Management fees payable

    26,400       8,178  

Total liabilities

    26,400       8,178  
                 

NET ASSETS

  $ 40,292,655     $ 11,974,200  
                 

Net assets consist of:

               

Paid-in capital

  $ 59,550,527     $ 11,645,245  

Total distributable earnings (accumulated deficit)

    (19,257,872 )     328,955  

Net assets

  $ 40,292,655     $ 11,974,200  
                 

Net asset value:

               

Net assets

  $ 40,292,655     $ 11,974,200  

Shares outstanding^

    1,500,000       375,000  

Net asset value, offering and redemption price per share

  $ 26.86     $ 31.93  
                 

* Identified Cost:

               

Investment in securities

  $ 35,425,234     $ 11,017,314  

 

^

No par value, unlimited number of shares authorized.

 

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

 

13

 

 

Loncar ETFs

 

Statements of Operations

For the Year Ended August 31, 2020

 

 

   

Loncar Cancer
I
mmunotherapy
ETF

   

Loncar China
BioPharma ETF

 

INCOME

               

Dividends +

  $ 176,998     $ 122,170  

Interest

    105       58  

Total investment income

    177,103       122,228  
                 

EXPENSES

               

Management fees

    295,397       81,378  

Total expenses

    295,397       81,378  

Net investment income (loss)

    (118,294 )     40,850  
                 

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY

               

Net realized gain (loss) on:

               

Investments

    4,358,754       2,236,140  

Foreign currency transactions

          (996 )

Change in unrealized appreciation (depreciation) on:

               

Investments

    6,676,917       949,209  

Foreign currency translation

          61  

Net realized and unrealized gain (loss) on investments

    11,035,671       3,184,414  

Net increase (decrease) in net assets resulting from operations

  $ 10,917,377     $ 3,225,264  

 

+

Net of foreign withholding taxes of $0 and $6,074, respectively.

 

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

 

14

 

 

Loncar Cancer Immunotherapy ETF

 

Statements of Changes in Net Assets

 

 

   

Year Ended
August 31, 2020

   

Year Ended
August 31, 2019

 

OPERATIONS

               

Net investment income (loss)

  $ (118,294 )   $ (107,629 )

Net realized gain (loss) on investments

    4,358,754       (6,722,882 )

Change in unrealized appreciation (depreciation) on investments

    6,676,917       (6,781,180 )

Net increase (decrease) in net assets resulting from operations

    10,917,377       (13,611,691 )
                 

DISTRIBUTIONS TO SHAREHOLDERS

               

Net distributions to shareholders

           

Total distributions to shareholders

           
                 

CAPITAL SHARE TRANSACTIONS

               

Proceeds from shares sold

    17,116,005       2,028,280  

Payments for shares redeemed

    (21,935,295 )     (13,394,475 )

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

    (4,819,290 )     (11,366,195 )

Net increase (decrease) in net assets

  $ 6,098,087     $ (24,977,886 )
                 

NET ASSETS

               

Beginning of year

  $ 34,194,568     $ 59,172,454  

End of year

  $ 40,292,655     $ 34,194,568  

 

(a)

Summary of capital share transactions is as follows:

 

   

Shares

   

Shares

 

Shares sold

    700,000       100,000  

Shares redeemed

    (950,000 )     (650,000 )

Net increase (decrease)

    (250,000 )     (550,000 )

 

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

 

15

 

 

Loncar China BioPharma ETF

 

Statements of Changes in Net Assets

 

 

   

Year Ended
August 31, 2020

   

Year Ended
August 31, 2019

 

OPERATIONS

               

Net investment income (loss)

  $ 40,850     $ 17,871  

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

    2,235,144       (134,365 )

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

    949,270       18,924  

Net increase (decrease) in net assets resulting from operations

    3,225,264       (97,570 )
                 

DISTRIBUTIONS TO SHAREHOLDERS

               

Net distributions to shareholders

    (17,106 )      

Total distributions to shareholders

    (17,106 )      
                 

CAPITAL SHARE TRANSACTIONS

               

Proceeds from shares sold

    10,248,468       4,471,450  

Payments for shares redeemed

    (8,359,280 )      

Transaction fees (Note 6)

    1,428       1,373  

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

    1,890,616       4,472,823  

Net increase (decrease) in net assets

  $ 5,098,774     $ 4,375,253  
                 

NET ASSETS

               

Beginning of year

  $ 6,875,426     $ 2,500,173  

End of year

  $ 11,974,200     $ 6,875,426  

 

(a)

Summary of capital share transactions is as follows:

 

   

Shares

   

Shares

 

Shares sold

    375,000       200,000  

Shares redeemed

    (300,000 )      

Net increase (decrease)

    75,000       200,000  

 

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

 

16

 

 

Loncar Cancer Immunotherapy ETF

 

Financial Highlights

For a capital share outstanding throughout each year/period

 

 

   

Year Ended
August 31,
2020

   

Year Ended
August 31,
2019

   

Year Ended
August 31,
2018

   

Year Ended
August 31,
2017

   

Period
Ended
August 31,
2016
(1)

 

Net asset value, beginning of year/period

  $ 19.54     $ 25.73     $ 25.69     $ 24.08     $ 25.00  
                                         

INCOME (LOSS) FROM INVESTMENT OPERATIONS

                                       

Net investment income (loss) (2)

    (0.07 )     (0.05 )     (0.09 )     (0.06 )     0.00 (3) 

Net realized and unrealized gain (loss) on investments

    7.39       (6.14 )     0.48 (7)      1.67       (0.81 )

Total from investment operations

    7.32       (6.19 )     0.39       1.61       (0.81 )
                                         

DISTRIBUTIONS TO SHAREHOLDERS

                                       

Distributions from:

                                       

Net investment income

                (0.35 )           (0.11 )

Total distributions

                (0.35 )           (0.11 )
                                         

Net asset value, end of year/period

  $ 26.86     $ 19.54     $ 25.73     $ 25.69     $ 24.08  
                                         

Total return

    37.47 %     -24.05 %     1.63 %     6.65 %     -3.32 %(4)
                                         

SUPPLEMENTAL DATA

                                       

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

  $ 40,293     $ 34,195     $ 59,172     $ 41,097     $ 21,675  
                                         

RATIOS TO AVERAGE NET ASSETS

                                       

Expenses to average net assets

    0.79 %     0.79 %     0.79 %     0.79 %     0.79 %(5)

Net investment income (loss) to average net assets

    (0.32 )%     (0.26 )%     (0.34 )%     (0.25 )%     (0.02 )%(5)

Portfolio turnover rate (6)

    53 %     58 %     78 %     34 %     46 %(4)

 

(1)

Commencement of operations on October 13, 2015.

(2)

Calculated based on average shares outstanding during the period.

(3)

Less than $0.005.

(4)

Not annualized.

(5)

Annualized.

(6)

Excludes the impact of in-kind transactions.

(7)

Net realized and unrealized gain (loss) per share in the caption are balancing amounts necessary to reconcile the change in the net asset value per share for the period, and may not reconcile with the aggregate gain (loss) in the Statements of Operations due to share transactions for the period.

 

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

 

17

 

 

Loncar China BioPharma ETF

 

Financial Highlights

For a capital share outstanding throughout each year/period

 

 

   

Year Ended
August 31,
2020

   

Year Ended
August 31,
2019

   

Period
Ended
August 31,
2018
(1)

 

Net asset value, beginning of year/period

  $ 22.92     $ 25.00     $ 25.00  
                         

INCOME (LOSS) FROM INVESTMENT OPERATIONS

                       

Net investment income (loss) (2)

    0.10       0.14       (0.01 )

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

    8.95       (2.23 )(7)     0.01  

Total from investment operations

    9.05       (2.09 )      
                         

DISTRIBUTIONS TO SHAREHOLDERS

                       

Distributions from:

                       

Net investment income

    (0.04 )            

Total distributions

    (0.04 )            
                         

CAPITAL SHARE TRANSACTIONS

                       

Transaction fees (See Note 6)

    (3)      0.01        
                         

Net asset value, end of year/period

  $ 31.93     $ 22.92     $ 25.00  
                         

Total return

    39.56 %     -8.33 %     0.01 %(4)
                         

SUPPLEMENTAL DATA

                       

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

  $ 11,974     $ 6,875     $ 2,500  
                         

RATIOS TO AVERAGE NET ASSETS

                       

Expenses to average net assets

    0.79 %     0.79 %     0.79 %(5)

Net investment income (loss) to average net assets

    0.40 %     0.64 %     (0.78 )%(5)

Portfolio turnover rate (6)

    54 %     35 %     0 %(4)

 

(1)

Commencement of operations on August 14, 2018.

(2)

Calculated based on average shares outstanding during the period.

(3)

Less than $0.005.

(4)

Not annualized.

(5)

Annualized.

(6)

Excludes the impact of in-kind transactions.

(7)

Net realized and unrealized gain (loss) per share in this caption are balancing amounts necessary to reconcile the change in net assets value per share for the period, and may not reconcile with the aggregate gain (loss) in the Statement of Operations due to share transactions for the period.

 

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

 

18

 

 

Loncar ETFs

 

Notes to Financial Statements

August 31, 2020

 

 

NOTE 1 – ORGANIZATION

 

Loncar Cancer Immunotherapy ETF and Loncar China BioPharma ETF (individually each a “Fund” or collectively the “Funds”) are non-diversified series of ETF Series Solutions (“ESS” and the “Trust”), an open-end management investment company consisting of multiple investment series, organized as a Delaware statutory trust on February 9, 2012. The Trust is registered with the Securities and Exchange Commission (“SEC”) under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company and the offering of the Funds’ shares is registered under the Securities Act of 1933, as amended (the “Securities Act”). The Loncar Cancer Immunotherapy ETF investment objective is to track the return performance, before fees and expenses, of the Loncar Cancer Immunotherapy Index (“Index”). The Loncar China BioPharma ETF investment objective is to track the performance, before fees and expenses, of the Loncar China BioPharma Index. The Loncar Cancer Immunotherapy ETF and Loncar China BioPharma ETF commenced operations on October 13, 2015 and August 14, 2018, respectively.

 

The end of the reporting period for the Funds is August 31, 2020, and the period covered by these Notes to Financial Statements is the fiscal year ended August 31, 2020 (the “current fiscal period”).

 

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

 

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

 

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

 

 

A.

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

 

19

 

 

Loncar ETFs

 

NOTES TO FINANCIAL STATEMENTS
August 31, 2020 (Continued)

 

 

quoted closing bid and asked price will be used. Prices denominated in foreign currencies are converted to U.S. dollar equivalents at the current exchange rate, which approximates fair value.

 

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

 

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

 

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

 

 

Level 1 –

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

 

 

Level 2 –

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

 

 

Level 3 –

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

 

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

 

20

 

 

Loncar ETFs

 

NOTES TO FINANCIAL STATEMENTS
August 31, 2020 (Continued)

 

 

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

 

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

 

Loncar Cancer Immunotherapy ETF

 

Assets^

 

Level 1

   

Level 2

   

Level 3

   

Total

 

Common Stocks

  $ 40,297,410     $     $     $ 40,297,410  

Short-Term Investments

    10,792                   10,792  

Total Investments in Securities

  $ 40,308,202     $     $     $ 40,308,202  

 

Loncar China BioPharma ETF

 

Assets^

 

Level 1

   

Level 2

   

Level 3

   

Total

 

Common Stocks

  $ 11,941,924     $     $     $ 11,941,924  

Short-Term Investments

    29,999                   29,999  

Total Investments in Securities

  $ 11,971,923     $     $     $ 11,971,923  

 

^

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

 

As of the end of the current fiscal period, the Funds did not recognize any transfers to or from Level 3.

 

 

B.

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

 

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

 

21

 

 

Loncar ETFs

 

NOTES TO FINANCIAL STATEMENTS
August 31, 2020 (Continued)

 

 

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

 

 

C.

Foreign Currency. Investment securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at the date of valuation. Purchases and sales of investment securities and income and expense items denominated in foreign currencies are translated into U.S. dollar amounts on the respective dates of such transactions. The Funds do not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments and currency gains or losses realized between the trade and settlement dates on securities transactions from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments.

 

The Funds report net realized foreign exchange gains or losses that arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign currency transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Funds’ books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the values of assets and liabilities, other than investments at fiscal period end, resulting from changes in exchange rates.

 

 

D.

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

 

 

E.

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

 

 

F.

Use of Estimates. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of

 

22

 

 

Loncar ETFs

 

NOTES TO FINANCIAL STATEMENTS
August 31, 2020 (Continued)

 

 

contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the current fiscal period. Actual results could differ from those estimates.

 

 

G.

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

 

 

H.

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

 

 

I.

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

 

The permanent differences are primarily due to differing book and tax treatments for in-kind transactions, if any. During the fiscal year ended August 31, 2020, the following table shows the reclassifications made:

 

 

Distributable Earnings
(Accumulated Deficit)

Paid-In Capital

Loncar Cancer Immunotherapy ETF

$(7,709,213)

$ 7,709,213

Loncar China BioPharma ETF

$(2,767,276)

$ 2,767,276

 

During the fiscal year ended August 31, 2020, the Funds realized the following net capital gains resulting from in-kind redemptions, in which shareholders exchanged Fund shares for securities held by the Funds rather than for cash. Because such gains are not taxable to the Funds, and are not distributed to shareholders, they have been reclassified from distributable earnings (accumulated deficit) to paid-in capital.

 

Loncar Cancer Immunotherapy ETF

  $ 7,709,213  

Loncar China BioPharma ETF

    2,767,276  

 

23

 

 

Loncar ETFs

 

NOTES TO FINANCIAL STATEMENTS
August 31, 2020 (Continued)

 

 

 

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 current fiscal period, that materially impacted the amounts or disclosures in each Fund’s financial statements.

 

 

K.

New Accounting Pronouncements. In August 2018, FASB issued Accounting Standards Update 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). The primary focus of ASU 2018-13 is to improve the effectiveness of the disclosure requirements for fair value measurements. The changes affect all companies that are required to include fair value measurement disclosures. In general, the amendments in ASU 2018-13 are effective for all entities for fiscal years and interim periods within those fiscal years, beginning after December 15, 2019. An entity is permitted to early adopt the removed or modified disclosures upon the issuance of ASU 2018-13 and may delay adoption of the additional disclosures, which are required for public companies only, until their effective date. Management has evaluated the impact of these changes and has adopted the disclosure framework.

 

NOTE 3 – COMMITMENTS AND OTHER RELATED PARTY TRANSACTIONS

 

Exchange Traded Concepts, LLC (the “Adviser”), serves as the investment adviser to the Funds. Pursuant to an Investment Advisory Agreement (“Advisory Agreement”) between the Trust, on behalf of the Funds, and the Adviser, the Adviser provides investment advice to the Funds and oversees the day-to-day operations of the Funds, subject to the direction and control of the Board and the officers of the Trust. Under the Advisory Agreement, the Adviser is also responsible for arranging, in consultation with Vident Investment Advisory, LLC (the “Sub-Adviser”) transfer agency, custody, fund administration, and accounting, and other non-distribution related services necessary for the Funds to operate. Under the Advisory Agreement, the Adviser has agreed to pay all expenses of the Funds, except for: the fee paid to the Adviser pursuant to the Advisory Agreement, interest charges on any borrowings, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, extraordinary expenses, distribution (12b-1) fees and expenses. For services provided to the Funds, each Fund pays the Adviser 0.79% at an annual rate based on each Fund’s average daily net assets.

 

U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services, LLC (“Fund Services” or “Administrator”), acts as the Funds’ Administrator and, in that capacity, performs various administrative and accounting services for the Funds. The Administrator prepares various federal and state regulatory filings, reports and returns

 

24

 

 

Loncar ETFs

 

NOTES TO FINANCIAL STATEMENTS
August 31, 2020 (Continued)

 

 

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.

 

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

 

NOTE 4 – PURCHASES AND SALES OF SECURITIES

 

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

 

   

Purchases

   

Sales

 

Loncar Cancer Immunotherapy ETF

  $ 19,804,848     $ 20,041,712  

Loncar China BioPharma ETF

  $ 5,524,118     $ 5,553,664  

 

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

 

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

 

   

Purchases

   

Sales

 

Loncar Cancer Immunotherapy ETF

  $ 17,109,946     $ 21,801,131  

Loncar China BioPharma ETF

  $ 10,207,572     $ 8,288,956  

 

NOTE 5 – INCOME TAX INFORMATION

 

The components of distributable earnings (accumulated deficit) and cost basis of investments and net unrealized appreciation (depreciation) for federal income tax purposes as of August 31, 2020 were as follows:

 

   

Loncar Cancer
Immunotherapy
ETF

   

Loncar China
BioPharma ETF

 

Tax cost of investments

  $ 37,254,793     $ 11,477,915  

Gross tax unrealized appreciation

  $ 10,554,016     $ 2,031,187  

Gross tax unrealized depreciation

    (7,500,607 )     (1,537,179 )

Net tax unrealized appreciation (depreciation)

    3,053,409       494,008  

Undistributed ordinary income

    111,314       57,982  

Undistributed long-term capital gains

           

Other accumulated gain (loss)

    (22,422,595 )     (223,035 )

Distributable earnings (accumulated deficit)

  $ (19,257,872 )   $ 328,955  

 

25

 

 

Loncar ETFs

 

NOTES TO FINANCIAL STATEMENTS
August 31, 2020 (Continued)

 

 

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

 

A regulated investment company may elect for any taxable year to treat any portion of any qualified late year loss as arising on the first day of the next taxable year. Qualified late year losses are certain capital and ordinary losses which occur during the portion of the Funds’ taxable year subsequent to October 31 and December 31, respectively. For the taxable year ended August 31, 2020, the Funds did not elect to defer any late-year ordinary losses or post October losses.

 

At August 31, 2020, the Funds had the following capital loss carryforwards with no expiration:

 

   

Short-Term

   

Long-Term

 

Loncar Cancer Immunotherapy ETF

  $ 13,170,561     $ 9,252,034  

Loncar China BioPharma ETF

  $ 211,016     $ 12,019  

 

The tax character of distributions paid by the Funds during the fiscal year ended August 31, 2020 was as follows:

 

   

Ordinary Income

   

Capital Gains

 

Loncar Cancer Immunotherapy ETF

  $     $  

Loncar China BioPharma ETF

  $ 17,106     $  

 

The tax character of distributions paid by the Funds during the fiscal period ended August 31, 2019 was as follows:

 

   

Ordinary Income

   

Capital Gains

 

Loncar Cancer Immunotherapy ETF

  $     $  

Loncar China BioPharma ETF

  $     $  

 

NOTE 6 – SHARE TRANSACTIONS

 

Shares of the Funds are listed and traded on the Nasdaq Stock Market LLC. Market prices for the shares may be different from their NAV. The Funds issue and redeem shares on a continuous basis at NAV generally only in blocks of 50,000 shares for the Loncar Cancer Immunotherapy ETF and 25,000 shares for Loncar China BioPharma ETF, called “Creation Units.” Creation Units are issued and redeemed principally in-kind for securities included in a specified universe. Once created, shares generally trade in the secondary market at market prices that change throughout the day. Except when aggregated in Creation Units, shares are not redeemable securities of the Funds. Creation Units may only be purchased or redeemed by certain financial institutions (“Authorized Participants”). An Authorized Participant is either (i) a broker-dealer or other participant in the clearing process through the Continuous Net Settlement

 

26

 

 

Loncar ETFs

 

NOTES TO FINANCIAL STATEMENTS
August 31, 2020 (Continued)

 

 

System of the National Securities Clearing Corporation or (ii) a Depository Trust Company participant and, in each case, must have executed a Participant Agreement with the Distributor. Most retail investors do not qualify as Authorized Participants nor have the resources to buy and sell whole Creation Units. Therefore, they are unable to purchase or redeem shares directly from the Funds. Rather, most retail investors may purchase shares in the secondary market with the assistance of a broker and are subject to customary brokerage commissions or fees.

 

The Funds currently offer one class of shares, which has no front-end sales load, no deferred sales charge, and no redemption fee. A fixed transaction fee is imposed for the transfer and other transaction costs associated with the purchase or sale of Creation Units. The standard fixed transaction fee for Loncar Cancer Immunotherapy ETF is $150; and for Loncar China BioPharma ETF is $750, both payable to the Custodian. The fixed transaction fee may be waived on certain orders if the Funds’ Custodian has determined to waive some or all of the costs associated with the order, or another party, such as the Adviser, has agreed to pay such fee. In addition, a variable fee may be charged on all cash transactions or substitutes for Creation Units of up to a maximum of 2% of the value of the Creation Units subject to the transaction. Variable fees received by the Funds, if any, are displayed in the Capital 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 – RISKS

 

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

 

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

 

27

 

 

Loncar ETFs

 

NOTES TO FINANCIAL STATEMENTS
August 31, 2020 (Continued)

 

 

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.

 

COVID 19 RISK

 

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

 

28

 

 

Loncar ETFs

 

Report of Independent Registered Public Accounting Firm

 

 

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

 

Opinion on the Financial Statements

 

We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of Loncar Cancer Immunotherapy ETF and Loncar China BioPharma ETF (the “Funds”), each a series of ETF Series Solutions, as of August 31, 2020, the related statements of operations, the statements of changes in net assets, and the financial highlights for each of the periods indicated below, including the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of each of the Funds as of August 31, 2020, the results of their operations, the changes in their net assets, and the financial highlights for each of the periods indicated below in conformity with accounting principles generally accepted in the United States of America.

 

Fund Name

Statements of
Operations

Statements of
Changes in Net Assets

Financial Highlights

Loncar Cancer Immunotherapy ETF

For the year ended August 31, 2020

For the years ended August 31, 2020 and 2019

For the years ended August 31, 2020, 2019, 2018 and 2017 and for the period from October 13, 2015 (commencement of operations) through August 31, 2016

Loncar China BioPharma ETF

For the year ended August 31, 2020

For the years ended August 31, 2020 and 2019

For the years ended August 31, 2020 and 2019 and for the period from August 14, 2018 (commencement of operations) through August 31, 2018

 

Basis for Opinion

 

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

 

29

 

 

Loncar ETFs

 

Report of Independent Registered Public Accounting Firm
(Continued)

 

 

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

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of August 31, 2020, by correspondence with the custodian. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

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

 

 

COHEN & COMPANY, LTD.
Milwaukee, Wisconsin
October 30, 2020

 

30

 

 

Loncar ETFs

 

Trustees and Officers

(Unaudited)

 

 

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

 

Name and

Year of Birth

Position
Held with
the Trust

Term of
Office and
Length of
Time
Served

Principal Occupation(s)
During Past 5 Years

Number of
Portfolios
in Fund
Complex
Overseen
by Trustee

Other
Directorships
Held by
Trustee
During Past
5 Years

Independent Trustees

Leonard M. Rush, CPA
Born: 1946

Lead Independent Trustee and Audit Committee Chairman

Indefinite term; since 2012

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

46

Independent Trustee, Managed Portfolio Series (39 portfolios) (since 2011).

David A. Massart
Born: 1967

Trustee

Indefinite term; since 2012

Co-Founder, President, and Chief Investment Strategist, Next Generation Wealth Management, Inc. (since 2005).

46

Independent Trustee, Managed Portfolio Series (39 portfolios) (since 2011).

Janet D. Olsen
Born: 1956

Trustee

Indefinite term; since 2018

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

46

Independent Trustee, PPM Funds (9 portfolios) (since 2018).

Interested Trustee

         

Michael A. Castino
Born: 1967

Trustee and Chairman

Indefinite term; Trustee since 2014; Chairman since 2013

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

46

None

 

31

 

 

Loncar ETFs

 

Trustees and Officers

(Unaudited) (Continued)

 

 

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

 

Name and
Year of Birth

Position(s)
Held with
the Trust

Term of
Office and
Length of
Time
Served

Principal Occupation(s) During Past 5 Years

Principal Officers of the Trust

Kristina R. Nelson
Born: 1982

President

Indefinite term; since 2019

Senior Vice President, U.S. Bancorp Fund Services, LLC (since 2020); Vice President, U.S. Bancorp Fund Services, LLC (2014–2020); Assistant Vice President, U.S. Bancorp Fund Services, LLC (2013–2014).

Michael D. Barolsky
Born: 1981

Vice President and Secretary

Indefinite term; since 2014 (other roles since 2013)

Senior Vice President, U.S. Bancorp Fund Services, LLC (since 2019); Vice President, U.S. Bancorp Fund Services, LLC (2012-2019); Associate, Thompson Hine LLP (law firm) (2008–2012).

James R. Butz
Born: 1982

Chief Compliance Officer

Indefinite term; since 2015

Senior Vice President, U.S. Bancorp Fund Services, LLC (since 2015); Vice President, U.S. Bancorp Fund Services, LLC (2014–2015); Assistant Vice President, U.S. Bancorp Fund Services, LLC (2011–2014).

Kristen M. Weitzel, CPA
Born: 1977

Treasurer

Indefinite term; since 2014 (other roles since 2013)

Vice President, U.S. Bancorp Fund Services, LLC (since 2015); Assistant Vice President, U.S. Bancorp Fund Services, LLC (2011–2015); Manager, PricewaterhouseCoopers LLP (accounting firm) (2005–2011).

Brett M. Wickmann Born: 1982

Assistant Treasurer

Indefinite term; since 2017

Vice President, U.S. Bancorp Fund Services, LLC (since 2017); Assistant Vice President, U.S. Bancorp Fund Services, LLC (2012–2017).

Elizabeth A. Winske
Born: 1983

Assistant Treasurer

Indefinite term; since 2017

Vice President, U.S. Bancorp Fund Services, LLC (since 2020); Assistant Vice President, U.S. Bancorp Fund Services, LLC (2016–2020); Officer, U.S. Bancorp Fund Services, LLC (2012–2016).

Jason E. Shlensky
Born: 1987

Assistant Treasurer

Indefinite term; since 2019

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

Isabella K. Gentile
Born: 1994

Assistant Secretary

Indefinite term; since 2020

Regulatory Administration Attorney, U.S. Bancorp Fund Services, LLC (since 2019), Regulatory Administration Intern, U.S. Bancorp Fund Services, LLC (2018-2019) and Law Student (2016-2019).

 

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

 

32

 

 

Loncar ETFs

 

Expense Examples

For the Six-Months Ended August 31, 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 six-month period as indicated below in the Expense Example Table.

 

Actual Expenses

 

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

 

Hypothetical Example for Comparison Purposes

 

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

 

Loncar Cancer Immunotherapy ETF

 

 

Beginning
Account Value
March 1, 2020

Ending
Account Value
August 31, 2020

Expenses Paid
During the Period
(1)

Actual

$1,000.00

$1,235.80

$4.44

Hypothetical (5% annual return before expenses)

$1,000.00

$1,021.17

$4.01

 

(1)

The dollar amount shown as expenses paid during the period are equal to the annualized period expense ratio, 0.79%, multiplied by the average account value during the period, multiplied by 184/366, to reflect the one-half year period.

 

33

 

 

Loncar ETFs

 

Expense Examples

For the Six-Months Ended August 31, 2020 (Unaudited) (Continued)

 

 

Loncar China BioPharma ETF

 

 

Beginning
Account Value
March 1, 2020

Ending
Account Value
August 31, 2020

Expenses Paid
During the Period
(1)

Actual

$1,000.00

$1,275.60

$4.52

Hypothetical (5% annual return before expenses)

$1,000.00

$1,021.17

$4.01

 

(1)

The dollar amounts shown as expenses paid during the period are equal to the annualized period expense ratio, 0.79%, multiplied by the average account value during the period, multiplied by 184/366, to reflect the one-half year period.

 

34

 

 

Loncar ETFs

 

Review of Liquidity Risk Management Program

(Unaudited)

 

 

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

 

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

 

At a recent meeting of the Board of Trustees of the Trust, the Trustees received a report pertaining to the operation, adequacy, and effectiveness of implementation of the Program for the period ended December 31, 2019. The report concluded that the Program is reasonably designed to assess and manage the Series’ liquidity risk and has operated adequately and effectively to manage such risk. The report reflected that there were no liquidity events that impacted the Series’ ability to timely meet redemptions without dilution to existing shareholders. The report further noted that no material changes have been made to the Program since its implementation.

 

There can be no assurance that the Program will achieve its objectives in the future. Please refer to the prospectus for more information regarding the Series’ exposure to liquidity risk and other principal risks to which an investment in the Series may be subject.

 

35

 

 

Loncar ETFs

 

Approval of Sub-Advisory Agreement & Board Consideration

(Unaudited)

 

 

Pursuant to Section 15(c) of the Investment Company Act of 1940 (the “1940 Act”), at a meeting held on April 21-22, 2020 (the “Meeting”), the Board of Trustees (the “Board”) of ETF Series Solutions (the “Trust”) considered the approval of the continuation of the Investment Sub-Advisory Agreement (the “Agreement”) among Exchange Traded Concepts, LLC (“ETC” or the “Adviser”), Vident Investment Advisory, LLC (“VIA” or the “Sub-Adviser”), and the Trust, on behalf of the Loncar Cancer Immunotherapy ETF and Loncar China BioPharma ETF (each, a “Fund” or collectively, the “Funds”).

 

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

 

The Board also considered that the Sub-Adviser, along with other service providers of the Funds, presented written information to help the Board evaluate the Sub-Adviser’s fees and other aspects of the Agreement. Additionally, representatives from the Sub-Adviser provided an oral overview of the services provided to the Funds by the Sub-Adviser and additional information about the Sub-Adviser’s personnel and operations. The Board then discussed the written materials and oral presentation that it had received and any other information that the Board received at the Meeting and deliberated on the approval of the Agreement 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 Sub-Advisory Agreement with the Sub-Adviser

 

Nature, Extent, and Quality of Services Provided. The Board considered the scope of services provided to each Fund 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 each Fund’s investment sub-adviser, including: responsibility for the general management of the day-to-day investment and reinvestment of the assets of each Fund; determining the daily baskets of deposit securities and cash components; executing portfolio security trades for purchases and redemptions of each Fund’s shares conducted on a cash-in-lieu basis; oversight of general portfolio compliance with 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.

 

36

 

 

Loncar ETFs

 

Approval of Sub-Advisory Agreement & Board Consideration
(Unaudited) (Continued)

 

 

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 managers primarily responsible for the day-to-day management of the Funds. The Board further considered the oral information provided by the Sub-Adviser with respect to the impact of the COVID-19 pandemic on the Sub-Adviser’s operations.

 

Historical Performance. The Board noted that it had received information regarding each Fund’s performance for various time periods in the Materials and primarily considered each Fund’s performance for periods ended March 31, 2020. Because each Fund is designed to track the performance of an index that is not affiliated with the Sub-Adviser, the Board considered the extent to which each Fund tracked its index before fees and expenses.

 

Loncar Cancer Immunotherapy ETF: The Board noted that the Fund performed in line with its underlying index before fees and expenses for the one-year, three-year, and since inception periods.

 

Loncar China BioPharma ETF: The Board noted that the Fund performed in line with its underlying index before fees and expenses for the one-year and since inception periods. The Board further noted that the Fund had less than two years of operating history, which was a relatively short period of time over which to evaluate the Fund’s performance and draw meaningful conclusions.

 

Cost 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 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 VIA might realize economies of scale in managing the Funds as assets grow in size and noted that the fee schedule includes breakpoints 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 to the applicable 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 the applicable Fund and its shareholders.

 

37

 

 

Loncar ETFs

 

Approval of Sub-Advisory Agreement & Board Consideration
(Unaudited) (Continued)

 

 

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 each Fund. 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.

 

38

 

 

Loncar ETFs

 

Federal Tax Information

(Unaudited)

 

 

For the fiscal year ended August 31, 2020, 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

100.00%

 

For corporate shareholders, the percent of ordinary income distributions qualifying for the corporate dividends received deduction for the fiscal year ended August 31, 2020 was as follows:

 

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%

 

Federal Tax Credit Pass Through
(Unaudited)

 

 

Pursuant to Section 853 of the Internal Revenue code, The Funds designate the following amounts as foreign taxes paid for the period ended October 31, 2019. Foreign taxes paid for purposes of Section 853 may be less than actual foreign taxes paid for financial statement purposes.

 

   

Creditable
Foreign Tax
Credit Paid

   

Per Share
Amount

   

Portion of Ordinary
Income Distribution
Derived from Foreign
Sourced Income

 

Loncar Cancer Immunotherapy ETF

  $     $        

Loncar China BioPharma ETF

  $ 6,074     $ 0.0161973       100.00 %

 

Foreign taxes paid or withheld should be included in taxable income with an offsetting deduction from gross income or as a credit for taxes paid to foreign governments.

 

39

 

 

Loncar ETFs

 

FEDERAL TAX CREDIT PASS THROUGH

(Unaudited) (Continued)

 

 

Above figures may differ from those cited elsewhere in this report due to differences in the calculation of income and gains under U.S. GAAP purposes and Internal Revenue Service purposes.

 

Shareholders are strongly advised to consult their own tax advisers with respect to the tax consequences of their investments in the Funds.

 

Information About Portfolio Holdings
(Unaudited)

 

 

The Funds file their complete schedules of portfolio holdings for their first and third fiscal quarters with the SEC on Part F of Form N-Port. The Funds’ Part F of Form N-Port is available without charge, upon request, by calling toll-free at (800) 617-0004. Furthermore, you may obtain the Part F of Form N-Port on the SEC’s website at www.sec.gov. The Funds’ portfolio holdings are posted on its website at www.loncarfunds.com daily.

 

40

 

 

Loncar ETFs

 

Information About Proxy Voting
(Unaudited)

 

 

A description of the policies and procedures the Funds use to determine how to vote proxies relating to portfolio securities is provided in the SAI. The SAI is available without charge, upon request, by calling toll-free at (800) 617-0004, by accessing the SEC’s website at www.sec.gov, or by accessing the Funds’ website at www.loncarfunds.com.

 

Information regarding how the Funds voted proxies relating to portfolio securities during the period ending June 30 is available by calling toll-free at (800) 617-0004 or by accessing the SEC’s website at www.sec.gov.

 

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.

 

41

 

 

Adviser

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

 

Sub-Adviser

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

 

Index Provider

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

 

Distributor

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

 

Custodian

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

 

Transfer Agent

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

 

Independent Registered Public Accounting Firm

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

 

 

Item 2. Code of Ethics.

 

The registrant has adopted a code of ethics that applies to the registrant’s principal executive officer and principal financial officer. The registrant has not made any amendments to its code of ethics during the period covered by this report. The registrant has not granted any waivers from any provisions of the code of ethics during the period covered by this report.

 

A copy of the registrant’s Code of Ethics is incorporated by reference.

 

Item 3. Audit Committee Financial Expert.

 

The registrant’s board of trustees has determined that there is at least one audit committee financial expert serving on its audit committee. Mr. Leonard Rush is the “audit committee financial expert” and is considered to be “independent” as each term is defined in Item 3 of Form N-CSR.

 

Item 4. Principal Accountant Fees and Services.

 

The registrant has engaged its principal accountant to perform audit services, audit-related services, tax services and other services during the past two fiscal years. “Audit services” refer to performing an audit of the registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years. “Audit-related services” refer to the assurance and related services by the principal accountant that are reasonably related to the performance of the audit. “Tax services” refer to professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning. There were no “Other services” provided by the principal accountant. The following table details the aggregate fees billed or expected to be billed for each of the last two fiscal years for audit fees, audit-related fees, tax fees and other fees by the principal accountant.

 

Loncar Cancer Immunotherapy ETF

 

  FYE 8/31/2020 FYE 8/31/2019
Audit Fees  $14,000  $14,000
Audit-Related Fees N/A N/A
Tax Fees  $ 3,000  $ 3,000
All Other Fees N/A N/A

 

Loncar China BioPharma ETF

 

  FYE 8/31/2020 FYE 8/31/2019
Audit Fees  $15,000  $15,000
Audit-Related Fees N/A N/A
Tax Fees  $ 3,000  $ 3,000
All Other Fees N/A N/A

 

 

 

The audit committee has adopted pre-approval policies and procedures that require the audit committee to pre-approve all audit and non-audit services of the registrant, including services provided to any entity affiliated with the registrant.

 

The percentage of fees billed by Cohen Audit Services, Ltd. applicable to non-audit services pursuant to waiver of pre-approval requirement were as follows:

 

Loncar Cancer Immunotherapy ETF

  FYE 8/31/2020 FYE 8/31/2019
Audit-Related Fees 0% 0%
Tax Fees 0% 0%
All Other Fees 0% 0%

 

Loncar China BioPharma ETF

  FYE 8/31/2020 FYE 8/31/2019
Audit-Related Fees 0% N/A
Tax Fees 0% N/A
All Other Fees 0% N/A

 

All of the principal accountant’s hours spent on auditing the registrant’s financial statements were attributed to work performed by full-time permanent employees of the principal accountant. (If more than 50 percent of the accountant’s hours were spent to audit the registrant's financial statements for the most recent fiscal year, state how many hours were attributed to work performed by persons other than the principal accountant's full-time, permanent employees.)

 

The following table indicates the non-audit fees billed or expected to be billed by the registrant’s accountant for services to the registrant and to the registrant’s investment adviser (and any other controlling entity, etc.—not sub-adviser) for the last two years. The audit committee of the board of trustees/directors has considered whether the provision of non-audit services that were rendered to the registrant's investment adviser is compatible with maintaining the principal accountant's independence and has concluded that the provision of such non-audit services by the accountant has not compromised the accountant’s independence.

 

Loncar Cancer Immunotherapy ETF

Non-Audit Related Fees FYE 08/31/2020 FYE 08/31/2019
Registrant N/A N/A
Registrant’s Investment Adviser N/A N/A

 

Loncar China BioPharma ETF

Non-Audit Related Fees FYE 08/31/2020 FYE 08/31/2019
Registrant N/A N/A
Registrant’s Investment Adviser N/A N/A

 

Item 5. Audit Committee of Listed Registrants.

 

The registrant is an issuer as defined in Rule 10A-3 under the Securities Exchange Act of 1934, (the “Act”) and has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Act. The independent members of the committee are as follows: Leonard M. Rush, David A. Massart, and Janet D. Olsen.

 

 

 

Item 6. Investments.

 

Schedule of Investments is included as part of the report to shareholders filed under Item 1 of this Form.

 

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

 

Not applicable to open-end investment companies.

 

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

 

Not applicable to open-end investment companies.

 

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

 

Not applicable to open-end investment companies.

 

Item 10. Submission of Matters to a Vote of Security Holders.

 

There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant’s board of trustees

 

Item 11. Controls and Procedures.

 

(a) The Registrant’s President (principal executive officer) and Treasurer (principal financial officer) have reviewed the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) as of a date within 90 days of the filing of this report, as required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934. Based on their review, such officers have concluded that the disclosure controls and procedures are effective in ensuring that information required to be disclosed in this report is appropriately recorded, processed, summarized and reported and made known to them by others within the Registrant and by the Registrant’s service provider.

 

(b) There were no changes in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the second fiscal half-year of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting.

 

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

 

Not applicable to open-end investment companies.

 

 

 

Item 13. Exhibits.

 

(a) (1) Any code of ethics or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy Item 2 requirements through filing an exhibit. Filed herewith

 

(2) A separate certification for each principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.

 

(3) Any written solicitation to purchase securities under Rule 23c-1 under the Act sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons. Not applicable to open-end investment companies.

 

(4) Change in the registrant’s independent public accountant. There was no change in the registrant’s independent public accountant for the period covered by this report.

 

(b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Furnished herewith.

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

(Registrant) ETF Series Solutions  
     
By (Signature and Title)* /s/ Kristina R. Nelson  
  Kristina R. Nelson, President (principal executive officer)  
     
Date 11/5/2020  

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By (Signature and Title)* /s/ Kristina R. Nelson  
  Kristina R. Nelson, President (principal executive officer)  
     
Date 11/5/2020  
     
By (Signature and Title)* /s/ Kristen M. Weitzel  
  Kristen M. Weitzel, Treasurer (principal financial officer)  
     
Date 11/5/2020  

 

* Print the name and title of each signing officer under his or her signature.

 

ETF Series Solutions

 

Code of Ethics

For Principal Executive Officer & Principal Financial Officer

 

This Code of Ethics is designed to comply with Section 406 of the Sarbanes-Oxley Act of 2002 and the rules promulgated by the Securities and Exchange Commission (the “SEC”) thereunder. This Code of Ethics is in addition to, not in replacement of, the ETF Series Solutions (the “Trust”) Code of Ethics for access persons (the “Investment Company Code of Ethics”), adopted pursuant to Rule 17j-1 under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The persons covered by this Code of Ethics may also be subject to the Investment Company Code of Ethics.

 

The Trust requires its Principal Executive Officer, Principal Financial Officer, or other Trust officers performing similar functions (the “Principal Officers”), to maintain the highest ethical and legal standards while performing their duties and responsibilities to the Trust and each of its series (each a “Fund,” collectively the “Funds”), with particular emphasis on those duties that relate to the preparation and reporting of the financial information of the Funds. The following principles and responsibilities shall govern the professional conduct of the Principal Officers:

 

1. HONEST AND ETHICAL CONDUCT.

 

The Principal Officers shall act with honesty and integrity, avoiding actual or apparent conflicts of interest in personal and professional relationships, and shall report any material transaction or relationship that reasonably could be expected to give rise to such conflict between their interests and those of a Fund to the Audit Committee, the full Board of Trustees of the Trust, and, in addition, to any other appropriate person or entity that may reasonably be expected to deal with any conflict of interest in timely and expeditious manner.

 

The Principal Officers shall act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing their independent judgment to be subordinated or compromised.

 

2. FINANCIAL RECORDS AND REPORTING

 

The Principal Officers shall provide full, fair, accurate, timely and understandable disclosure in the reports and/or other documents to be filed with or submitted to the Securities and Exchange Commission or other applicable body by a Fund, or that is otherwise publicly disclosed or communicated. The Principal Officers shall comply with applicable rules and regulations of federal, state, and local governments, and other appropriate private and public regulatory agencies.

 

The Principal Officers shall respect the confidentiality of information acquired in the course of their work and shall not disclose such information except when authorized or legally obligated to disclose. The Principal Officers will not use confidential information acquired in the course of their duties as Principal Officers.

 

 

 

The Principal Officers shall share knowledge and maintain skills important and relevant to the Trust’s needs; shall proactively promote ethical behavior of the Trust’s employees and with industry peers and associates; and shall maintain control over and responsibly manage assets and resources employed or entrusted to them by the Trust.

 

3. COMPLIANCE WITH LAWS, RULES AND REGULATIONS

 

The Principal Officers shall establish and maintain mechanisms to oversee the compliance of the Funds with applicable federal, state or local law, regulation or administrative rule, and to identify, report and correct in a swift and certain manner, any detected deviations from applicable federal, state or local law regulation or rule.

 

4. COMPLIANCE WITH THIS CODE OF ETHICS

 

The Principal Officers shall promptly report any violations of this Code of Ethics to the Audit Committee as well as the full Board of Trustees of the Trust and shall be held accountable for strict adherence to this Code of Ethics. A proven failure to uphold the standards stated herein shall be grounds for such sanctions as shall be reasonably imposed by the Board of Trustees of the Trust.

 

5. AMENDMENT AND WAIVER

 

This Code of Ethics may only be amended or modified by approval of the Board of Trustees. Any substantive amendment that is not technical or administrative in nature or any material waiver, implicit or otherwise, of any provision of this Code of Ethics, shall be communicated publicly in accordance with Item 2 of Form N-CSR under the Investment Company Act of 1940.

 

Adopted: March 27, 2012

EX.99.CERT

 

CERTIFICATIONS

 

I, Kristina R. Nelson, certify that:

 

1. I have reviewed this report on Form N-CSR of the ETF Series Solutions;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

 

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

 

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

 

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: 11/5/2020   /s/ Kristina R. Nelson  
      Kristina R. Nelson  
      President (principal executive officer)  
      ETF Series Solutions  

 

 

 

EX.99.CERT

 

CERTIFICATIONS

 

I, Kristen M. Weitzel, certify that:

 

1. I have reviewed this report on Form N-CSR of the ETF Series Solutions;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

 

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

 

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

 

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: 11/5/2020   /s/ Kristen M. Weitzel  
      Kristen M. Weitzel  
      Treasurer (principal financial officer)  
      ETF Series Solutions  

 

EX.99.906CERT

 

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act

 

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned officers of the ETF Series Solutions, does hereby certify, to such officer’s knowledge, that the report on Form N-CSR of the ETF Series Solutions, for the year ended August 31, 2020 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as applicable, and that the information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the ETF Series Solutions for the stated period.

 

/s/ Kristina R. Nelson   /s/ Kristen M. Weitzel  
Kristina R. Nelson   Kristen M. Weitzel  
President (principal executive officer)   Treasurer (principal financial officer)  
ETF Series Solutions   ETF Series Solutions  
       
Date: 11/5/2020   Date: 11/5/2020  

 

This statement accompanies this report on Form N-CSR pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed as filed by ETF Series Solutions for purposes of Section 18 of the Securities Exchange Act of 1934.