DEFIANCE
ETFs
APPROVAL
OF ADVISORY AGREEMENTS & BOARD CONSIDERATIONS (Unaudited)(Continued)
the
Adviser identified the funds the Adviser considered to be each Fund’s most
direct competitors (each, a “Selected Peer Group”) and provided the Selected
Peer Group’s performance results. The funds included by the Adviser in each
Selected Peer Group include funds that, based on a combination of quantitative
and qualitative considerations made by the Adviser, have similar investment
objectives and/or principal investment strategies as the relevant Fund.
In
addition, the Board noted that, for each applicable period ended
September 30, 2025, each Fund’s performance on a gross of fees basis (i.e., excluding the effect of fees and
expenses on Fund performance) was generally consistent with the performance of
its underlying index, indicating that each Fund tracked its underlying index
closely and in an appropriate manner.
Defiance Connective Technologies ETF:
The Board observed that the Fund outperformed its broad-based benchmark, the
S&P 500® Index, over the one-, three-, five-year, and since
inception periods ended September 30, 2025. The Board noted, however, that
the Fund seeks to provide investors with exposure to companies whose products or
services are predominantly tied to the development of 5G or 6G networking and
communication technologies, not broad exposure to the large-cap U.S. equity
market. The Board noted that, for the one-, three-, and five-year periods ended
September 30, 2025, the Fund outperformed the median return of both its
Peer Group and Category Peer Group, which is comprised of funds in the
Morningstar U.S. Fund Technology category. The Board took into consideration
that the Peer Group is comprised of ETFs in the technology sector, including
ETFs that focus on companies in various industries, including semiconductors,
cybersecurity, cloud computing, metaverse, and digital infrastructure. The Board
also considered the Fund’s performance relative to that of the ETFs in its
Selected Peer Group, which included only three index-based ETFs with a thematic
focus on next generation connectivity, communication infrastructure, and related
technologies. The Board noted that the Fund outperformed the funds in its
Selected Peer Group over each of the one- and five-year periods ended
September 30, 2025, and performed within the range of funds in the Selected
Peer Group over the three-year period.
Defiance Quantum ETF: The Board
observed that the Fund outperformed its broad-based benchmark, the S&P
500® Index, over the one-, three-, five-year, and since inception
periods ended September 30, 2025. The Board noted that the Fund seeks to
provide investors with exposure to companies that derive significant revenue or
operating activity from the development of quantum computing and machine
learning technology, not broad exposure to the large-cap U.S. equity market. The
Board noted that, for the one-, three-, and five-year periods ended
September 30, 2025, the Fund outperformed the median return of its Peer
Group and Category Peer Group, which is comprised of funds in the Morningstar
U.S. Fund Technology category. The Board took into consideration that the Peer
Group is comprised of ETFs in the technology sector, including ETFs that focus
on companies in various industries, including semiconductors, metaverse,
robotics, artificial intelligence, digital infrastructure, and other disruptive
technologies. The Board also considered the Fund’s performance relative to that
of its Selected Peer Group, which was comprised of four ETFs—a mix of actively
managed and index-based ETFs with a focus on quantum computing, advanced
computing, or related next-generation technologies. The Board noted that the
Fund significantly outperformed the funds in the Selected Peer Group over the
three- and five-year periods ended September 30, 2025, and performed within
the range of funds in the Selected Peer Group over the one-year period.
Cost
of Services Provided and Economies of Scale. The Board then reviewed each Fund’s fees and
expenses. The Board took into consideration that the Adviser had charged, and
would continue to charge, a “unified fee,” meaning each Fund pays no expenses
other than the advisory fee and, if applicable, certain other costs such as
interest, brokerage, acquired fund fees and expenses, extraordinary expenses,
and, to the extent it is implemented, fees pursuant to a Distribution and/or
Shareholder Servicing (12b-1) Plan. The Board noted that the Adviser had been
and would continue to be responsible for compensating the Trust’s other service
providers and paying the Funds’ other expenses out of the Adviser’s own fee and
resources. The Board noted that each Fund’s net expense ratio was equal to its
unified fee.
The
Board then compared the net expense ratios of each Fund, as of
September 30, 2025, with those of the funds in its Peer Group and Category
Peer Group, as shown in the Barrington Report, and its Selected Peer Group. The
Board noted that each Fund’s net expense ratio was lower than the median net
expense ratio of the funds in its Peer Group and Category Peer Group. In
addition, the Board noted that each Fund’s net expense ratio was lower than the
net expense ratios of all of the funds in its Selected Peer Group.