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 number811-23371
TIGERSHARES Trust
(Exact name of registrant as specified in charter)
3532 Muirwood Drive
Newtown Square, PA 19073
(Address of principal executive offices) (Zip code)
3532 Muirwood Drive
Newtown Square, PA 19073
(Name and address of agent for service)
1 (484) 816-7801
Registrant’s telephone number, including area code
Date of fiscal year end:September 30, 2019
Date of reporting period:September 30, 2019
Item 1. Reports to Stockholders.
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TIGERSHARES TRUST
UP Fintech China-U.S. Internet Titans ETF (TTTN)
Annual Report
September 30, 2019
Beginning on January1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund’s shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports from the Fund, if you hold your Shares directly with the Fund, or from your financial intermediary, such as a broker-dealer or bank, if you hold your Shares through a financial intermediary. 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. If you hold your Shares directly with the Fund, you may elect to receive shareholder reports and other communications electronically from the Fund by contacting the Fund at 1-800-617-0004 or, if you hold your Shares through a financial intermediary, contacting your financial intermediary.
You may elect to receive all future reports in paper free of charge. If you hold your Shares directly with the Fund, you can inform the Fund that you wish to continue receiving paper copies of your shareholder reports at 1-800-617-0004 or, if you hold your Shares through a financial intermediary, contacting your financial intermediary. Your election to receive reports in paper will apply to all of the UP Fintech Funds you hold directly with series of the Trust or through your financial intermediary, as applicable.
TIGERSHARES TRUST
TABLE OF CONTENTS
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New Markets, New Thinking |
Dear Shareholder:
We want to express our appreciation for the confidence you have placed in the UP Fintech China-U.S. Internet Titans ETF (the “Fund”). The following information pertains to the fiscal period from November6, 2018 to September30, 2019 (the “period”).
The investment strategies and approaches used in managing the Fund generally remain the same, regardless of market conditions. The Fund seeks to provide investment results that closely correspond, before fees and expenses, to the performance of a specific equity securities index. The Fund’s current index is the Nasdaq China US Internet Tiger Index (the “Index”). The Index is designed to track the performance of the 10 largest publicly traded Chinese Internet companies and the 10 largest publicly traded U.S. Internet companies.
The Fund had positive performance during the period. The market price for the Fund increased 5.06% and the net asset value (“NAV”) increased 4.89%, while the NASDAQ-100 Stock Index, a broad market index, gained 10.88% over the same period. During the period, Chinese companies underperformed the U.S. companies. This market factor determined the underperformance of the Fund to NASDAQ-100 Stock Index. The Fund’s Index returned 5.21% during the period. As of September30, 2019, there were 304,000 outstanding shares of the Fund.
For the period, the largest positive contributor to return was Facebook, Inc. (FB), adding 1.57% to the return of the Fund, gaining 18.77% with an average weighting of 8.26%. The second largest contributor to return was eBay, Inc. (EBAY), adding 1.21% to the return of the Fund, gaining 31.60% with an average weighting of 4.10%. The third largest contributor to return was Alibaba Group Holding Ltd. (BABA), adding 1.11% to the return of the Fund, gaining 13.42% with an average weighting of 7.95%.
For the period, the largest negative contributor to return was Baidu, Inc. (BIDU), detracting 2.29% from the return of the Fund, declining 46.60% with an average weighting of 3.60%. The security contributing second-most negatively was Momo, Inc. (MOMO), detracting 1.79% from the return of the Fund, and declining 42.60% with an average weighting of 0.52%. The third largest negative contributor to return was 58.com, Inc. (WUBA), detracting 1.14% from the return of the Fund, and declining 25.85% with an average weight of 3.70%.
We are thankful you have joined us by investing in the Fund.
You can find further details about the Fund by visitingwww.upfintecham.com.
Sincerely,
![](https://capedge.com/proxy/N-CSR/0001615774-19-014926/sign_001.jpg)
Yang Xu
Chief Executive Officer
UP Fintech Asset Management, Adviser to the Fund
www.upfintecham.com | 3532 Muirwood Dr., Newtown Square, PA 19073 | info@upfintecham.com
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New Markets, New Thinking |
IMPORTANT DISCLOSURE
The Nasdaq China US Internet Tiger Index is designed to track the performance of companies engaged in internet-related businesses in China and the US. The Index includes companies engaged in a broad range of internet-related services including, but not limited to internet software, internet access providers, internet search engines, web hosting, website design, and internet retail commerce. Indices are unmanaged and do not include the effect of fees. It is not possible to directly invest in an index.
NASDAQ-100 Stock Index includes 100 of the largest non-financial companies listed on The Nasdaq Stock Market LLC®, based on market capitalization. It does not contain securities of financial companies including investment companies.
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 as of September30, 2019, please view the Schedule of Investments.
Investing involves risk, including possible loss of principal. There can be no assurance that the Fund will achieve its stated objectives. The value of the Fund’s investments in Chinese securities will be impacted by the economic, political, diplomatic, and social conditions within China and to be more volatile than the performance of more geographically diversified funds. China is generally considered an emerging market country and investments in Chinese securities carry the risks associated with emerging markets, as well as risks particular to the region. Investments in emerging markets may be subject to the risk of abrupt and severe price declines and their financial markets often lack liquidity. Returns on investments in foreign securities could be more volatile than, or trail the returns on, investments in U.S. securities. Certain securities held by the Fund may be difficult (or impossible) to buy or sell at the time and at the price the Fund would like due to a variety of factors, including general market conditions, the perceived financial strength of the issuer, specific restrictions on resale of the securities, infrequent trading, or lack of market participants. ETF shares are not redeemable other than in large Creation Unit aggregations. Instead, investors must buy or sell ETF shares in the secondary market with the assistance of a stockbroker. Shares are bought and sold at market price (closing price) not NAV. In doing so, the investor may incur brokerage commissions and may pay more than NAV when buying and receive less than NAV when selling. The NAV of the Fund’s shares is calculated each day the national securities exchanges are open for trading as of the close of regular trading on the New York Stock Exchange (“NYSE”), normally 4:00 p.m. Eastern time. Market price returns are based on the midpoint of the bid/ask spread at 4:00 pm Eastern Time (when NAV is normally determined).
This report must be preceded or accompanied by a current prospectus.
The Fund is distributed by Quasar Distributors, LLC.
www.upfintecham.com | 3532 Muirwood Dr., Newtown Square, PA 19073 | info@upfintecham.com
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TIGERSHARES TRUST
Growth of $10,000 Investment (Unaudited)
November6, 20181– September 30, 2019
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| | Total Return2 Since Inception1 |
UP Fintech China-U.S. Internet Titans ETF (NAV) | | 4.89 | % |
UP Fintech China-U.S. Internet Titans ETF (Market Price) | | 5.06 | % |
Nasdaq China US Internet Tiger Index | | 5.21 | % |
Nasdaq-100 Stock Index | | 10.88 | % |
Past performance does not guarantee future results. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and principal will fluctuate so that an investor’s shares, when sold, may be worth more or less than the original cost. To obtain performance information current to the most recent month end, please visit www.upfintecham.com.
As stated in the Fund’s current prospectus, the expense ratio for the Fund is 0.59%. Additional information about fees and expense levels can be found in the Fund’s current prospectus. Net asset value (“NAV”) returns are based on the dollar value of a single share of the Fund, calculated using the value of the underlying assets of the Fund minus its liabilities, divided by the number of shares outstanding. The NAV is typically calculated at 4:00 pm Eastern time on each business day the New York Stock Exchange (“NYSE”) is open for trading. Market returns are based on the trade price at which shares are bought and sold on The Nasdaq Stock Market LLC® using the last trade. Market performance does not represent the returns you would receive if you traded shares at other times.
Nasdaq China US Internet Tiger Index (the “Underlying Index”), is designed to track the performance of the 10 largest publicly-traded Chinese Internet companies and the 10 largest publicly-traded U.S. Internet companies.
The returns for the Fund do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or upon sale of Fund shares.
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TIGERSHARES TRUST
Tabular Presentation of Schedule of Investments
As of September 30, 2019(Unaudited)
UP Fintech China-U.S. Internet Titans ETF
Sector | | %Net Assets |
Communication Services | | 56.1 | % |
Consumer Discretionary | | 32.1 | % |
Information Technology | | 11.8 | % |
Liabilities in Excess of Other Assets | | (0.0 | )%(c) |
Total | | 100.0 | % |
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TIGERSHARES TRUST
UP Fintech China-U.S. Internet Titans ETF
Schedule of Investments
September 30, 2019
Shares | | | | Value |
COMMON STOCKS — 100.0% | | | | | | |
China — 48.0% | | | | | | | | |
| | 6,141 | | 58.com, Inc. ADR(a) | | $ | 302,813 | |
| | 3,765 | | Alibaba Group Holding Ltd. ADR(a) | | | 629,621 | |
| | 3,772 | | Autohome, Inc. ADR(a) | | | 313,566 | |
| | 3,162 | | Baidu, Inc. ADR(a) | | | 324,927 | |
| | 10,203 | | Ctrip.com International Ltd. ADR(a) | | | 298,846 | |
| | 10,836 | | JD.com, Inc. ADR(a) | | | 305,684 | |
| | 34,800 | | Meituan Dianping – Class B(a) | | | 355,573 | |
| | 8,980 | | Momo, Inc. ADR | | | 278,200 | |
| | 1,296 | | NetEase, Inc. ADR | | | 344,969 | |
| | 15,900 | | Tencent Holdings Ltd. | | | 669,717 | |
| | | | | | | 3,823,916 | |
United States — 52.0% | | | | | | | | |
| | 554 | | Alphabet, Inc. – Class C(a) | | | 675,326 | |
| | 371 | | Amazon.com, Inc.(a) | | | 644,023 | |
| | 167 | | Booking Holdings, Inc.(a) | | | 327,756 | |
| | 537 | | CoStar Group, Inc.(a) | | | 318,548 | |
| | 8,203 | | eBay, Inc. | | | 319,753 | |
| | 3,550 | | Facebook, Inc. – Class A(a) | | | 632,184 | |
| | 556 | | MercadoLibre, Inc.(a) | | | 306,484 | |
| | 1,124 | | Netflix, Inc.(a) | | | 300,805 | |
| | 7,749 | | Twitter, Inc.(a) | | | 319,259 | |
| | 1,621 | | VeriSign, Inc.(a) | | | 305,769 | |
| | | | | | | 4,149,907 | |
| | | | TOTAL COMMON STOCKS (Cost $7,773,061) | | | 7,973,823 | |
| | | | | | | | |
MONEY MARKET FUNDS — 0.0%(c) | | | | | | |
United States — 0.0%(c) | | | | | | |
| | 1,864 | | First American Government Obligations Fund – Class X, 1.87%(b) | | | 1,864 | |
| | | | TOTAL MONEY MARKET FUNDS (Cost $1,864) | | | 1,864 | |
| | | | | | | | |
| | | | TOTAL INVESTMENTS (Cost $7,774,925) — 100.0% | | | 7,975,687 | |
| | | | Liabilities in Excess of Other Assets — (0.0)%(c) | | | (4,041 | ) |
| | | | TOTAL NET ASSETS — 100.0% | | $ | 7,971,646 | |
Percentages are stated as a percent of net assets.
The accompanying notes are an integral part of these financial statements.
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TIGERSHARES TRUST
STATEMENT OF ASSETS AND LIABILITIES
SEPTEMBER 30, 2019
| | UP Fintech China-U.S. Internet Titans ETF |
Assets: | | | |
Investments, at value* | | $ | 7,975,687 |
Interest receivable | | | 3 |
Total Assets | | | 7,975,690 |
| | | |
Liabilities: | | | |
Accrued investment advisory fees | | | 4,044 |
Total Liabilities | | | 4,044 |
Net Assets | | $ | 7,971,646 |
| | | |
Net Assets Consist of: | | | |
Capital stock | | $ | 7,933,904 |
Distributable earnings | | | 37,742 |
Net assets | | $ | 7,971,646 |
| | | |
Calculation of Net Asset Value Per Share: | | | |
Net Assets | | $ | 7,971,646 |
Shares Outstanding (unlimited shares of beneficial interest authorized, no par value) | | | 304,000 |
Net Asset Value, Redemption Price and Offering Price per Share | | $ | 26.22 |
| | | |
*Cost of Investments | | $ | 7,774,925 |
The accompanying notes are an integral part of these financial statements.
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TIGERSHARES TRUST
STATEMENT OF OPERATIONS
FOR THE PERIOD ENDED SEPTEMBER 30, 2019*
| | UP Fintech China-U.S. Internet Titans ETF |
Investment Income: | | | | |
Dividend income | | $ | 13,094 | |
Interest income | | | 15 | |
Total investment income | | | 13,109 | |
| | | | |
Expenses: | | | | |
Investment advisory fees | | | 40,428 | |
Total expenses | | | 40,428 | |
| | | | |
Net Investment Loss | | | (27,319 | ) |
| | | | |
Realized and Unrealized Gain on Investments: | | | | |
Net realized gain on: | | | | |
Investments and foreign currency | | | 347,273 | |
Net realized gain | | | 347,273 | |
Net change in net unrealized appreciation on: | | | | |
Investments and foreign currency translation | | | 200,762 | |
Net change in unrealized appreciation | | | 200,762 | |
Net realized and net change in unrealized gain on investments | | | 548,035 | |
Net increase in net assets resulting from operations | | $ | 520,716 | |
The accompanying notes are an integral part of these financial statements.
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TIGERSHARES TRUST
STATEMENT OF CHANGES IN NET ASSETS
| | UP Fintech China-U.S. Internet Titans ETF |
| | For the period November6, 2018* through September 30, 2019 |
Increase (Decrease) in Net Assets from: | | | | |
Operations: | | | | |
Net investment loss | | $ | (27,319 | ) |
Net realized gain on investments and foreign currency | | | 347,273 | |
Net change in net unrealized appreciation on investments | | | 200,762 | |
Net increase in net assets resulting from operations | | | 520,716 | |
| | | | |
Capital Share Transactions: | | | | |
Proceeds from shares sold | | | 10,196,490 | |
Payments for shares redeemed | | | (2,745,560 | ) |
Net increase in net assets resulting from capital share transactions | | | 7,450,930 | |
Net increase in net assets | | | 7,971,646 | |
| | | | |
Net Assets: | | | | |
Beginning of period | | | — | |
End of period | | $ | 7,971,646 | |
| | | | |
Changes in Shares Outstanding | | | | |
Shares outstanding, beginning of period | | | — | |
Shares sold | | | 404,000 | |
Shares reinvested | | | — | |
Shares redeemed | | | (100,000 | ) |
Net increase in shares outstanding, end of period | | | 304,000 | |
The accompanying notes are an integral part of these financial statements.
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TIGERSHARES TRUST
FINANCIAL HIGHLIGHTS
| | | | Net Asset Value, Beginning of Period | | Net Investment Loss1 | | Net Realized and Unrealized Gain on Investments | | Net Increase in Net Asset Value Resulting from Operations | | Distributions to Shareholders | | Net Asset Value, End of Period | | Total Return2 | | Net Assets, End of Period September 30, 2019(000’s) | | Expenses to Average Net Assets3 | | Net Investment Income (Loss) to Average Net Assets3 | | Portfolio Turnover Rate4 |
UP Fintech China-U.S. Internet Titans ETF | | November 6, 20185 to September 30, 2019 | | $ | 25.00 | | $ | (0.10 | ) | | $ | 1.32 | | $ | 1.22 | | $ | — | | $ | 26.22 | | 4.89% | | $ | 7,972 | | 0.59% | | (0.40)% | | 33% |
The accompanying notes are an integral part of these financial statements.
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TIGERSHARES TRUST
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2019
1. ORGANIZATION
UP Fintech China-U.S. Internet Titans ETF (the “Fund”)* is a non-diversified series of TIGERSHARES Trust (the “Trust”), an open-end management investment company comprised of one series, organized as a Delaware statutory trust on May25, 2018. The Trust is registered with the Securities and Exchange Commission under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company and the offering of the Fund’s shares (“Shares”) is registered under the Securities Act of 1933, as amended (the “Securities Act”). The investment objective of the Fund is to seek to provide investment results that closely correspond, before fees and expenses, to the performance of a specific equity securities index. The Fund’s current index is the Nasdaq China US Internet Tiger Index (the “Underlying Index”).
Shares of the Fund are listed and traded on The Nasdaq Stock Market LLC®. Market prices for the shares may be different from their net asset value (“NAV”). The Fund issues and redeems shares on a continuous basis at NAV typically in blocks of 50,000shares, 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 in amounts less than a Creation Unit. Except when aggregated in Creation Units, shares are not redeemable securities of the Fund. Shares of the Fund may only be purchased or redeemed by certain financial institutions (“Authorized Participants”). An Authorized Participant is either (i) a broker-dealer or other participant in the clearing process through the Continuous Net Settlement System of the National Securities Clearing Corporation or (ii) a DTC participant and, in each case, must have executed a Participant Agreement with the Distributor. Most retail investors do not qualify as Authorized Participants or have the resources to buy and sell whole Creation Units. Therefore, they are unable to purchase or redeem the shares directly from the Fund. 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 Fund currently offers one class of shares, which has no front end sales load, no deferred sales charge, and no redemption fee. A transaction fee is imposed for the transfer and other transaction costs associated with any purchase or redemption of Creation Units. The standard fixed transaction fee for the Fund is $250. In addition, a variable fee may be charged on all cash transactions or substitutes for Creation Units of up to a maximum of 2% as a percentage of the value of the Creation Units subject to the transaction. The Fund may issue an unlimited number of shares of beneficial interest, with no par value. Shares of the Fund have equal rights and privileges.
2. SIGNIFICANT ACCOUNTING POLICIES
The Fund is an investment company and accordingly follows 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 Fund. These policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”).
A. Security Valuation. All equity securities that are traded on a national securities exchange, except those listed on the NASDAQ Global Market®, NASDAQ Global Select Market® and the NASDAQ Capital Market® exchanges (collectively, “NASDAQ”), are valued at the last reported sale price on the exchange on which the security is principally traded. Securities traded on NASDAQ will be valued at the NASDAQ Official Closing Price (“NOCP”). If, on a particular day, an exchange-traded or NASDAQ security does not trade, then the mean between the most recent quoted bid and asked prices will be used. All equity securities that are not traded on a listed exchange are valued at the last sale price in the over-the-counter market. If a non-exchange traded security does not trade on a particular day, then the mean between the last quoted closing bid and asked price will be used. Prices denominated in foreign currencies are converted to U.S. dollar equivalents at the current exchange rate, which approximates fair value. Redeemable securities issued by open-end investment companies are valued at the investment company’s applicable NAV, with the exception of exchange-traded open-end investment companies. All exchange-traded funds are valued at the last reported sale price on the exchange on which the security is principally traded. If, on a particular day, an exchange-traded fund does not trade, then the mean between the most recent quoted bid and asked prices will be used.
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TIGERSHARES TRUST
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2019
2. SIGNIFICANT ACCOUNTING POLICIES (cont.)
Securities for which quotations are not readily available are valued by a committee established by the Trust’s Board of Trustees (the “Board”) in accordance with procedures established by the Board. This “fair valuation” process is designed to value the subject security at the price the Trust would reasonably expect to receive upon its current sale. 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 Fund may cause the NAV of its shares to differ significantly from the NAV that would be calculated without regard to such considerations. As of September30, 2019, the Fund did not hold any “fair valued” securities.
As described above, the Fund may use various methods to measure the fair value of their investments on a recurring basis. GAAP establishes a hierarchy that prioritizes inputs to valuation methods. The three levels of inputs are:
Level 1 — Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has 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 Fund’s own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.
The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.
The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety, is determined based on the lowest level input that is significant to the fair value measurement in its entirety.
The following is a summary of the inputs used to value the Fund’s investments as of September30, 2019:
UP Fintech China-U.S. Internet Titans ETF
| | Description* | | Level 1 | | Level 2 | | Level 3 | | Total |
Common Stocks | | $ | 7,973,823 | | $ | — | | $ | — | | $ | 7,973,823 |
Money Market Funds | | | 1,864 | | | — | | | — | | | 1,864 |
Total Investments in Securities | | $ | 7,975,687 | | $ | — | | $ | — | | $ | 7,975,687 |
As of September30, 2019, there were no investments in Level 3 securities.
During the period ended September30, 2019, there were no transfers into or out of Level 3.
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TIGERSHARES TRUST
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2019
2. SIGNIFICANT ACCOUNTING POLICIES (cont.)
B. 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 Fund does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments 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.
C. Federal Income Taxes. The Fund complies with the requirements of subchapter M of the Internal Revenue Code of 1986, as amended, necessary to qualify as a regulated investment company and distributes substantially all net taxable investment income and net realized gains to shareholders in a manner which results in no tax cost to the Fund. Therefore, no federal income tax provision is required. As of and during the period ended September30, 2019, the Fund did not have any tax positions that did not meet the “more-likely-than-not” threshold of being sustained by the applicable tax authority and did not have liabilities for any unrecognized tax benefits. The Fund recognized interest and penalties, if any, related to unrecognized tax benefits on uncertain tax positions as income tax expense in the Statement of Operations. During the period ended September30, 2019, the Fund did not incur any interest of penalties. The Fund is subject to examination by U.S. taxing authorities for the tax period since the commencement of operations.
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. Interest income is recorded on an accrual basis.
E. Distributions to Shareholders. The Fund intends to pay dividends from net investment income and intends to distribute net realized capital gains, if any, at least annually. Income and capital gains distributions will be determined in accordance with Federal income tax regulations, which may differ from GAAP. Distributions to shareholders are recorded on the ex-dividend date.
F. Use of Estimates. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of increases and decreases in net assets from operations during the period. Actual results could differ from those estimates.
G. Share Valuation. The NAV per share of the Fund is calculated by dividing the sum of the value of the securities held by the Fund, plus cash and other assets, minus all liabilities (including estimated accrued expenses) by the total number of shares outstanding for the Fund, rounded to the nearest cent. The Fund’s shares will not be priced on the days on which the New York Stock Exchange (“NYSE”) is closed for trading. The offering and redemption price per share for the Fund is equal to the Fund’s NAV per share.
H. Guarantees and Indemnifications. In the normal course of business, the Fund enters into contracts with service providers that contain general indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be against the Fund that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.
I. 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 December15, 2019. An entity is permitted to early adopt the
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TIGERSHARES TRUST
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2019
2. SIGNIFICANT ACCOUNTING POLICIES (cont.)
removed or modified disclosures upon 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.
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 ended September30, 2019 that materially impacted the amounts or disclosures in the Fund’s financial statements.
3. COMMITMENTS AND OTHER RELATED PARTY TRANSACTIONS
Wealthn LLC, currently doing business as UP Fintech Asset Management (the “Adviser”), serves as the investment adviser to the Fund. Pursuant to an Investment Advisory Agreement (“Advisory Agreement”) between the Trust, on behalf of the Fund, and the Adviser, the Adviser provides investment advice to the Fund and oversees the day-to-day operations of the Fund, subject to the direction and control of the Board and the officers of the Trust. The Adviser has entered into an Investment Subadvisory Agreement (“Subadvisory Agreement”) with Vident Investment Advisory, LLC (“VIA”), under which VIA is primarily responsible for the securities selection, research and trading of the Fund’s assets in accordance with the Fund’s investment objectives, policies, and restrictions, subject to the general supervision of the Board and the Adviser. VIA is compensated directly by the Adviser and not by the Fund.
The Adviser administers the Fund’s business affairs, provides office facilities and equipment and certain clerical, bookkeeping and administrative services. The Adviser bears all of its own costs associated with providing these advisory services and all operating expenses of the Fund, except for (i) the compensation payable to the Adviser under the Advisory Agreement, (ii) payments under the Fund’s Rule 12b-1 plan, (iii) brokerage expenses, (iv) acquired fund fees and expenses, (v) liquidation or termination expenses, (vi) taxes (including, but not limited to, income, excise, transaction, transfer and withholding taxes), (vii) interest (including borrowing costs and dividend interest expenses on securities sold short), (viii) any securities lending related fees and expenses, and (ix) litigation expenses and other extraordinary expenses (including litigation to which the Trust or the Fund may be a party and indemnification of the Trustees and officers with respect thereto). For services provided to the Fund, the Fund pays the Adviser 0.59% per month based on average daily net assets. The monthly advisory fee is calculated on an annualized basis on the Fund’s average daily net assets. Two of the trustees of the Fund are affiliated with the Adviser.
As compensation for services provided by the Adviser in connection with securities lending related activities of the Fund, if any, the Fund shall pay to the Adviser 10% of the monthly investment income received from the investment of cash collateral and loan fees received from borrowers in respect of securities loans (net of any amounts paid to the custodian and/or securities lending agent or rebated to borrowers). The Fund currently does not participate in the securities lending program.
U.S. Bancorp Fund Services, LLC, currently doing business as U.S. Bank Global Fund Services (“Fund Services” or “Administrator”), acts as the Fund’s Administrator and, in that capacity, performs various administrative and accounting services for the Fund. The Administrator prepares various federal and state regulatory filings, reports and returns for the Fund, including regulatory compliance monitoring and financial reporting; prepares reports and materials to be supplied to the trustees; monitors the activities of the Fund’s custodian, transfer agent and accountant and fund accountant. Fund Services also serves as the transfer agent and fund accountant to the Fund. U.S. Bank N.A., an affiliate of Fund Services, serves as the Fund’s custodian.
Quasar Distributors, LLC, (the “Distributor”) acts as the Fund’s principal underwriter in a continuous public offering of the Fund’s shares. The Distributor is an affiliate of the Administrator.
13
TIGERSHARES TRUST
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2019
4. PURCHASES AND SALES OF SECURITIES
For the period ended September30, 2019, purchases and sales of securities for the Fund, excluding short-term securities and in-kind transactions, are as follows:
| | Purchases | | Sales |
UP Fintech China-U.S. Internet Titans ETF | | $ | 2,392,460 | | $ | 2,362,562 |
For the period ended September30, 2019, in-kind transactions associated with creations and redemptions are as follows:
| | Purchases | | Sales |
UP Fintech China-U.S. Internet Titans ETF | | $ | 10,088,293 | | $ | 2,692,414 |
There were no purchases or sales of U.S. Government securities during the period.
5. TAX INFORMATION
The components of distributable earnings (losses) and cost basis of investments for federal income tax purposes at September30, 2019 were as follows:
| | UP Fintech China-U.S. Internet Titans ETF |
Tax cost of investments | | $ | 7,810,697 | |
Gross unrealized appreciation | | $ | 628,849 | |
Gross unrealized depreciation | | | (463,859 | ) |
Net unrealized appreciation | | $ | 164,990 | |
Undistributed ordinary income | | | — | |
Undistributed long-term capital gains | | | — | |
Other accumulated losses | | | (127,248 | ) |
Total distributable earnings | | $ | 37,742 | |
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.
Capital Loss Carryover Information
| | Capital Loss Carryover Amount | | Type | | Expiration |
UP Fintech China-U.S. Internet Titans ETF | | (103,392 | ) | | Short-term | | No Expiration |
Reclassification of Capital Accounts
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 net asset value per share and are primarily due to differing financial and tax treatments for redemption in-kind transactions and net operating losses. For the period ended September30, 2019, the Fund recorded the following reclassifications to the accounts listed below:
| | Distributable Earnings | | Capital Stock |
UP Fintech China-U.S. Internet Titans ETF | | (482,974 | ) | | 482,974 |
During the period ended September30, 2019, the Fund realized net capital gains of $486,449 resulting from redemptions in-kind, in which shareholders exchanged Fund shares for securities held by the Fund rather than for cash. Because such gains are not taxable to the Fund, and are not distributed to shareholders, they have been reclassified from distributable earnings to paid-in capital.
14
TIGERSHARES TRUST
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2019
5. TAX INFORMATION (cont.)
Qualified Late-Year Losses
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 Fund’s taxable year subsequent to October 31 and December31, respectively. For the taxable year ended September30, 2019, the Fund did not elect to defer any post-October capital losses and elected to defer the following late-year ordinary losses:
| | Late-Year Ordinary Loss Deferral |
UP Fintech China-U.S. Internet Titans ETF | | (23,856 | ) |
6. BENEFICIAL OWNERSHIP
The beneficial ownership, either directly or indirectly, of 25% or more of the voting securities of a fund creates presumption of control of a fund, under Section 2(a)(9) of the Investment Company Act of 1940. As of September30, 2019, the Adviser and its affiliates together owned greater than 25% of the Fund’s total shares outstanding.
15
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders of UP Fintech China-U.S. Internet Titans ETF and
Board of Trustees of TIGERSHARES Trust
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of UP Fintech China-U.S. Internet Titans ETF (the “Fund”), a series of the TIGERSHARES Trust, as of September30, 2019, and the related statements of operations and changes in net assets and financial highlights for the period November6, 2018 (commencement of operations) to September30, 2019, 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 the Fund as of September30, 2019, the results of its operations, the changes in its net assets, and the financial highlights for the period indicated above, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audit. 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 Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit 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 audit 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 September30, 2019, by correspondence with the custodian. Our audit 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 audit provides a reasonable basis for our opinion.
We have served as the Fund’s auditor since 2018.
![](https://capedge.com/proxy/N-CSR/0001615774-19-014926/sign_002.jpg)
COHEN & COMPANY, LTD.
Cleveland, Ohio
November26, 2019
16
TIGERSHARES TRUST
FREQUENCY DISTRIBUTION OF PREMIUMS AND DISCOUNTS(Unaudited)
Closing Price vs. NAV
The following Frequency Distribution of Premiums and Discounts chart is provided to show the frequency at which the closing price for the Fund was at a premium or discount to its daily net asset value (“NAV”). Shareholders may pay more than NAV when they buy Fund shares and receive less than NAV when they sell those shares, because shares are bought and sold at current market prices. The chart presented represents past performance and cannot be used to predict future results.
| | UP Fintech China-U.S. Internet Titans ETF | | |
| | Period Ended September 30, 2019* | |
Premium/Discount Range | | Number of Trading Days | | % of Total Trade Days | |
1.00% or more | | 7 | | 3.11% | |
0.75% to 0.999% | | 7 | | 3.11% | |
0.50% to 0.749% | | 14 | | 6.22% | |
0.25% to 0.499% | | 42 | | 18.67% | |
0.00% to 0.249% | | 62 | | 27.56% | |
-0.001% to -0.249% | | 34 | | 15.11% | |
-0.25% to -0.499% | | 28 | | 12.44% | |
-0.50% to -0.749% | | 15 | | 6.67% | |
-0.75% to -0.999% | | 10 | | 4.44% | |
-1.00% or more | | 6 | | 2.67% | |
| | 225 | | 100.00% | |
17
TIGERSHARES TRUST
Expense Example (Unaudited)
September 30, 2019
As a shareholder of the UP Fintech China-U.S. Internet Titans ETF, 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 mutual funds.
The example is based on an investment of $1,000 invested at the beginning of the period and held the entire period (April1, 2019 to September30, 2019).
Actual Expenses
The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During the Period April1, 2019 to September30, 2019” to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The second line of the table below provides information about hypothetical account values 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.
| | Annualized Expense Ratio September 30, 2019 | | Beginning Account Value April 1, 2019 | | Ending Account Value September 30, 2019 | | Expenses Paid During Period* (April 1, 2019 to September 30, 2019) |
UP Fintech China-U.S. Internet Titans ETF | | | | | | | | | | | | |
Actual | | 0.59 | % | | $ | 1,000.00 | | $ | 934.80 | | $ | 2.86 |
Hypothetical (5% annual return before expenses) | | 0.59 | % | | | 1,000.00 | | | 1,022.11 | | | 2.99 |
18
TIGERSHARES TRUST
MANAGEMENT OF THE FUND (Unaudited)
Trustees and Officers
The business and affairs of the Trust are managed by its officers under the oversight of its Board. The Board sets broad policies for the Trust and may appoint Trust officers. The Board oversees the performance of the Adviser and the Trust’s other service providers. Each Trustee serves until his or her successor is duly elected or appointed and qualified.
The Board is comprised of six Trustees. Two Trustees and certain of the officers of the Trust are directors, officers or employees of the Adviser. The other Trustees are not “interested persons” (as defined in Section 2(a)(19) of the Investment Company Act) of the Trust (the “Independent Trustees”). The fund complex includes all registered funds advised by the Adviser (“Fund Complex”).
The Trustees, their age (by date of birth), term of office and length of time served, their principal business occupations during the past five years, the number of portfolios in the Fund Complex overseen and other directorships, if any, held by each Trustee, are shown below. The Officers, their age (by date of birth), term of office and length of time served and their principal business occupations during the past five years, are shown below. Unless noted otherwise, the address of each Trustee and each Officer is: c/o 3532 Muirwood Drive, Newtown Square, PA 19073.
Name, Year of Birth | | Position(s) Held with Trust | | Term of Office and Length of Time Served | | Principal Occupation During Past 5 Years | | Number of Funds in Fund Complex Overseen by Trustee | | Other Directorships Held by Trustee During Past 5 Years |
Independent Trustees |
Robert W. Driscoll, Jr. YOB: 1964 | | Trustee | | No set term; served since 2018 | | Managing Principal, Driscoll Holdings LLC (2012-present). | | 1 | | Advisory Board, Crystal Steel Fabricators(2017-present). |
David W. Irwin YOB: 1966 | | Trustee | | No set term; served since 2018 | | Business Management, Fiserv, Inc. (information technology) (2002-present); Consultant, ATA RiskStation, LLC (data analytics) (2017-present). | | 1 | | Volunteer Director, Enterprise Credit Union (2018-present). |
Andrew A. Smith YOB: 1968 | | Trustee | | No set term; served since 2018 | | Chief Executive Officer, Spouting Rock Asset Management (2017-present); Co-Chief Executive Officer and Chief Operating Officer, Aberdeen Asset Management Inc. (2014-2016); Chief Operating Officer and Chief Financial Officer, Aberdeen Asset Management Inc.(2008-2014). | | 1 | | Trustee, Social Impact Center (2018-present); Trustee, Outward Bound Philadelphia (2016). |
Chenyang Wei YOB: 1973 | | Trustee | | No set term; served since 2018 | | General Manager/Senior Managing Director, Zenity Asset Management (2016-present); Director of Credit Research, AIG (2012-2016); President, The Chinese Finance Association (2014-2015). | | 1 | | Chairman, The Chinese Finance Association (2016-present); Director, The Chinese Finance Association (2013-2014; 2015-2016). |
19
TIGERSHARES TRUST
MANAGEMENT OF THE FUND (Unaudited)
Name, Year of Birth | | Position(s) Held with Trust | | Term of Office and Length of Time Served | | Principal Occupation During Past 5 Years | | Number of Funds in Fund Complex Overseen by Trustee | | Other Directorships Held by Trustee During Past 5 Years |
Interested Trustees* |
David P. Foulke YOB: 1966 | | Trustee, Vice President and Principal Financial Officer | | No set term; served since 2018 | | Wealth Management/Manager, Wealthn LLC (2017-present); Wealth Management/Managing Member, Alpha Architect (investment adviser)(2012-2016); Officer/CCO, Empowered Funds, LLC (2014); Senior Vice President, Pardee Resources Co. (natural resource manager) (2003-2013). | | 1 | | None. |
Yang Xu YOB: 1987 | | Trustee, President and Principal Executive Officer | | No set term; served since 2018 | | Chief Executive Officer, Wealthn LLC (2017-present); Co-Founder, Tradingfront, Inc. (financial technology) (2017-2018); Managing Member/Portfolio Manager, Alpha Architect (investment adviser) (2014-2017); Principal Data Analyst, Capital One (2012-2014). | | 1 | | None. |
Officers Who Are Not Trustees
Name, Year of Birth | | Position(s) Held with Trust | | Term of Office and Length of Time Served | | Principal Occupation During Past 5 Years | | Number of Portfolios in Fund Complex Overseen by Officer | | Other Directorships Held by Officer |
Janaya Moscony YOB: 1973 | | Chief Compliance Officer and Anti-Money Laundering Officer | | No set term; served since 2018 | | President, SEC Compliance Consultants, Inc. (2003-present); Managing Member, CCO Compliance Services, LLC (2012-present); CCO, STAAR Trust (2018-present). | | 1 | | None. |
Additional information about the independent trustees and the interested trustees is available in the Statement of Additional Information (SAI), which is available without charge, upon request, by calling 1-800-617-0004.
20
TIGERSHARES TRUST
INFORMATION ABOUT PORTFOLIO HOLDINGS(Unaudited) |
The Fund files its complete schedules of portfolio holdings for its first and third fiscal quarters with the Securities and Exchange Commission (“SEC”) on Form N-Q. The Fund’s Form N-Q is available without charge, upon request, by calling 1-800-617-0004. Furthermore, you may obtain the Form N-Q on the SEC’s website at www.sec.gov. Beginning June1, 2020, Form N-PORT, which replaces Form N-Q, will be available on the SEC’s website at www.sec.gov. Form N-PORT will also be available without charge, upon request, by calling 1-800-617-0004. The Fund’s portfolio holdings are posted on its website daily at https://www.upfintecham.com/product.
INFORMATION ABOUT PROXY VOTING(Unaudited) |
A description of the policies and procedures the Fund uses to determine how to vote proxies relating to portfolio securities is provided in the Statement of Additional Information (“SAI”). The SAI is available without charge, upon request, by calling 1-800-617-0004, by accessing the SEC’s website at www.sec.gov, or by accessing the Fund’s website at https://www.upfintecham.com/product.
Information regarding how the Fund voted proxies relating to portfolio securities during the most recent twelve months ending June 30 is filed on Form N-PX and is available (1) without charge, upon request, by calling 1-800-617-0004 and (2) at the SEC’s website at www.sec.gov.
21
Adviser
Wealthn LLC
3532 Muirwood Drive
Newtown Square, PA 19073
Sub-Advisor
Vident Investment Advisory, LLC
1125 Sanctuary Parkway
Suite 515
Alpharetta, GA 30009
Distributor
Quasar Distributors, LLC
615 East Michigan Street, 4th Floor
Milwaukee, Wisconsin 53202
Custodian
U.S. Bank National Association
Custody Operations
1555 North River Center 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.
1350 Euclid Ave., Suite 800
Cleveland, OH 44115
Legal Counsel
K&L Gates LLP
1601 K Street, N.W.
Washington, DC 20006
UP Fintech China-U.S. Internet Titans ETF
Symbol – TTTN
CUSIP – 88680T108
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 filed herewith.
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. Robert W. Driscoll, Jr. 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 fiscal year. “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 the fiscal year for audit fees, audit-related fees, tax fees and other fees by the principal accountant.
UP Fintech China-U.S. Internet Titans ETF
| | FYE 9/30/2019* | | | FYE 9/30/2018 |
Audit Fees | | $ | 13,500 | ** | | N/A |
Audit-Related Fees | | $ | 0 | | | N/A |
Tax Fees | | $ | 3,500 | | | N/A |
All Other Fees | | $ | 0 | | | N/A |
| * | Please note that the Fund commenced operations on November 6, 2018, and therefore does not have two fiscal years of fees to disclose. |
| ** | Includes $2,000 in audit fees related to the seed audit. |
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 & Company, Ltd. applicable to non-audit services pursuant to waiver of pre-approval requirement were as follows:
UP Fintech China-U.S. Internet Titans ETF
| | FYE 9/30/2019* | | | FYE 9/30/2018 |
Audit-Related Fees | | | 0 | % | | N/A |
Tax Fees | | | 0 | % | | N/A |
All Other Fees | | | 0 | % | | N/A |
| * | Please note that the Fund commenced operations on November 6, 2018, and therefore does not have two fiscal years of fees to disclose. |
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.
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 fiscal year. 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.
UP Fintech China-U.S. Internet Titans ETF
| | FYE 9/30/2019* | | FYE 9/30/2018 |
Non-Audit Related Fees | | | | |
Registrant | | N/A | | N/A |
Registrant’s Investment Adviser | | N/A | | N/A |
| * | Please note that the Fund commenced operations on November 6, 2018, and therefore does not have two fiscal years of fees to disclose. |
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: Robert W. Driscoll, Jr., David W. Irwin, Andrew A. Smith and Chenyang Wei.
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 registrant’s independent public accountant. There was no change in the registrant’s 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)TIGERSHARES Trust
By (Signature and Title) /s/ Yang Xu
Yang Xu, President, Principal Executive Officer
Date11/27/2019
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/ Yang Xu
Yang Xu, President, Principal Executive Officer
Date11/27/2019
By (Signature and Title) /s/ David P. Foulke
David P. Foulke, Vice President, Principal Financial Officer
Date11/27/2019