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 811-22310



ETF Managers Trust
(Exact name of registrant as specified in charter)



30 Maple Street, Suite 2
Summit, NJ 07901
 (Address of principal executive offices)



U.S. Bank Global Fund Services, LLC
811 E Wisconsin Ave
Milwaukee, WI 53202
(Name and address of agent for service)



(908)-897-0518
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.



 

Annual Report 

September 30, 2019

  

ETFMG Prime Junior Silver Miners ETF

Ticker: SILJ

  

ETFMG Prime Cyber Security ETF

Ticker: HACK

  

ETFMG Prime Mobile Payments ETF

Ticker: IPAY

  

ETFMG Drone Economy Strategy ETF

Ticker: IFLY

  

ETFMG Video Game Tech ETF

Ticker: GAMR

 

Beginning on January 1, 2021, as permitted by regulations adopted by the SEC, 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 Fund reports in paper free of charge. Please contact your financial intermediary to inform them that you wish to continue receiving paper copies of Fund shareholder reports and for details about whether your election to receive reports in paper will apply to all funds held with your financial intermediary.

 

The funds are a series of ETF Managers Trust.


ETFMG™ ETFs 

 

TABLE OF CONTENTS 

September 30, 2019 


 

  Page
Shareholders’ Letter 2
   
Growth of $10,000 Investment and Top 10 Holdings 4
   
Important Disclosures and Key Risk Factors 14
   
Portfolio Allocations 17
   
Schedules of Investments 18
   
Statements of Assets and Liabilities 35
   
Statements of Operations 36
   
Statements of Changes in Net Assets 37
   
Financial Highlights 42
   
Notes to the Financial Statements 47
   
Report of Independent Registered Public Accounting Firm 59
   
Expense Examples 60
   
Trustees and Officers Table 62
   
Federal Tax Information 64
   
Information about Portfolio Holdings 65
   
Information about Proxy Voting 65
   
Privacy Policy 66
   
1

ETFMG™ ETFs 

 

Dear Shareholder, 

 

On behalf of the entire team, we want to express our appreciation for the confidence you have placed in these ETFs. The following information pertains to the fiscal year from October 1, 2018 to September 30, 2019. 

 

Performance Overview 

 

During the 12-month period ended September 30, 2019, the S&P 500 Information Technology Sector Index, a broad measure of US listed technology companies, returned 8.60%. During the same period, the S&P Global 1200 Information Technology Sector Index, a broad measure of global technology companies, returned 7.13%. Below is a performance overview for each Fund for the same 12-month period. 

 

ETFMG Prime Cyber Security ETF (HACK) 

 

The ETFMG Prime Cyber Security ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of the Prime Cyber Defense Index (the “Index”). 

 

Over the period, the total return for the Fund was - 6.42%, while the total return for the Index was - 5.89%. The best performers in the Fund on the basis of contribution to return were CyberArk, Avast, and Proofpoint, while the worst performers were Carbonite, Tenable, and SailPoint Technologies. 

 

ETFMG Prime Junior Silver Miners ETF (SILJ) 

 

The ETFMG Prime Junior Silver Miners ETF seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of the Prime Junior Silver Miners & Explorers Index (the “Index”). 

 

Over the period, the total return for the Fund was 10.45%, while the total return for the Index was 10.78%. The best performers in the Fund on the basis of contribution to return were First Majestic Silver, SilverCrest Metals, and Silvercorp Metals, while the worst performers were Hecla Mining, Trevali Mining, and Coeur Mining. 

 

ETFMG Prime Mobile Payments ETF (IPAY) 

 

The ETFMG Prime Mobile Payments ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of the Prime Mobile Payments Index (the “Index”). 

 

Over the period, the total return for the Fund was 9.49%, while the total return for the Index was 10.20%. The best performers in the Fund on the basis of contribution to return were PagSeguro, Worldpay, and Adyen, while the worst performers were Green Dot, Square, and Dai-ichi Life Holdings. 

 

ETFMG Drone Economy Strategy ETF (IFLY) 

 

The ETFMG Drone Economy Strategy ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of the Reality Shares Drone Index (the “Index”).

2

Over the period, the total return for the Fund was - 7.23%, while the total return for the Index was - 7.42%. The best performers in the Fund on the basis of contribution to return were Ambarella, NEC Corp, and Vestel, while the worst performers AeroVironment, Parrot, and Drone Delivery Canada. 

 

ETFMG Video Game Tech ETF (GAMR) 

 

The ETFMG Video Game Tech ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of the EEFund Video Game Tech Index (the “Index”). 

 

Over the period, the total return for the Fund was - 11.26%, while the total return for the Index was - 10.94%. The best performers in the Fund on the basis of contribution to return were CD Projekt, Zynga, and Square Enix, while the worst performers were GameStop, IGG Inc., and Com2uS. 

 

You can find further details about HACK, SILJ, IPAY, IFLY and GAMR by visiting www.etfmg.com, or by calling 1-844-383-6477. 

 

Sincerely,

  

 

Samuel Masucci III

Chairman of the Board

3

ETFMG Prime Junior Silver ETF

Growth of $10,000 (Unaudited)

 

 

Average Annual Returns
Year Ended September 30, 2019
  1 Year
Return
    5 Year
Return
   
Since
Inception
(11/28/12)
   
Value of
$10,000
(9/30/19)
 
ETFMG Prime Junior Silver Miners ETF (NAV)     10.45 %     -0.20 %     -9.76 %   $ 4,954  
ETFMG Prime Junior Silver Miners ETF (Market)     10.67 %     -0.25 %     -9.75 %   $ 4,959  
S&P 500 Index     4.25 %     10.84 %     13.88 %   $ 24,322  
Prime Junior Silver Miners & Explorers Index     10.78 %     1.27 %     -8.72 %   $ 5,358  

  

Performance data quoted represents past performance and 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. All performance is historical and includes reinvestment of dividends and capital gains. Performance data current to the most recent month end may be obtained by calling 1-844-ETF-MGRS (1-844-383-6477). 

 

The chart illustrates the performance of a hypothetical $10,000 investment made on November 28, 2012, 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 from the sale of Fund shares. The chart assumes reinvestment of capital gains and dividends, if any. The index returns do not reflect fees or expenses and are not available for direct investment.

4

ETFMG Prime Junior Silver Miners ETF



Top Ten Holdings as of September 30, 2019* (Unaudited) 

    Security   % of Total
Investments
1   First Majestic Silver Corp.   12.14%
2   Pan American Silver Corp.   12.00%
3   Hochschild Mining PLC   11.56%
4   Coeur Mining, Inc.   10.61%
5   SSR Mining, Inc.   4.71%
6   Yamana Gold, Inc.   4.52%
7   Hecla Mining Co.   4.49%
8   MAG Silver Corp.   4.42%
9   Silvercorp Metals, Inc.   4.42%
10   SilverCrest Metals, Inc.   4.02%

  

Top Ten Holdings = 72.89% of Total Investments 

* Current portfolio holdings may not be indicative of future fund holdings.

5

ETFMG Prime Cyber Security ETF

Growth of $10,000 (Unaudited)

 

 

Average Annual Returns
Year Ended September 30, 2019
  1 Year
Return
    Since
Inception

(11/11/14)
   

Value of

$10,000
(9/30/19)

 
ETFMG Prime Cyber Security ETF (NAV)     -6.42 %     8.94 %   $ 15,194  
ETFMG Prime Cyber Security ETF (Market)     -6.67 %     8.90 %   $ 15,168  
S&P 500 Index     4.25 %     10.30 %   $ 16,140  
Prime Cyber Defense Index     -5.89 %     9.44 %   $ 15,540  

 

Performance data quoted represents past performance and 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. All performance is historical and includes reinvestment of dividends and capital gains. Performance data current to the most recent month end may be obtained by calling 1-844-ETF-MGRS (1-844-383-6477).

  

The chart illustrates the performance of a hypothetical $10,000 investment made on November 11, 2014, 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 from the sales of Fund shares. The chart assumes reinvestment of capital gains and dividends. The chart assumes reinvestment of capital gains and dividends, if any. The Index Returns do not reflect fees or expenses and are not available for direct investment.

6

ETFMG Prime Cyber Security ETF


 

Top Ten Holdings as of September 30, 2019* (Unaudited)

    Security   % of Total Investments
1   Cisco Systems, Inc.   3.17%
2   Splunk, Inc.   2.83%
3   CACI International, Inc.   2.69%
4   Palo Alto Networks, Inc.   2.69%
5   Akamai Technologies, Inc.   2.63%
6   Proofpoint, Inc.   2.62%
7   Science Applications International Corp.   2.61%
8   CloudFlare, Inc.   2.60%
9   Juniper Networks, Inc.   2.59%
10   Avast PLC   2.58%

  

Top Ten Holdings = 27.01% of Total Investments 

* Current portfolio holdings may not be indicative of future Fund holdings.

7

ETFMG Prime Mobile Payments ETF

Growth of $10,000 (Unaudited)

 

 

 

Average Annual Returns   1 Year     Since
Inception
    Value of
$10,000
 
Year Ended September 30, 2019   Return     (7/15/15)     (9/30/19)  
ETFMG Prime Mobile Payments ETF (NAV)     9.49 %     16.28 %   $ 18,870  
ETFMG Prime Mobile Payments ETF (Market)     9.35 %     16.27 %   $ 18,869  
S&P 500 Index     4.25 %     10.81 %   $ 15,405  
Prime Mobile Payments Index     10.20 %     16.97 %   $ 19,351  

 

Performance data quoted represents past performance and 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. All performance is historical and includes reinvestment of dividends and capital gains. Performance data current to the most recent month end may be obtained by calling 1-844-ETF-MGRS (1-844-383-6477).

  

The chart illustrates the performance of a hypothetical $10,000 investment made on July 15, 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 from the sales of Fund shares. The chart assumes reinvestment of capital gains and dividends. The chart assumes reinvestment of capital gains and dividends, if any. The Index Returns do not reflect fees or expenses and are not available for direct investment.

8

ETFMG Prime Mobile Payments ETF


 

Top Ten Holdings as of September 30, 2019* (Unaudited) 

    Security   % of Total
Investments
1   Global Payments, Inc.   5.99%
2   Fidelity National Information Services, Inc.   5.29%
3   Fiserv, Inc.   5.29%
4   American Express Co.   5.21%
5   MasterCard, Inc.   5.17%
6   Visa, Inc.   5.07%
7   PayPal Holdings, Inc.   5.05%
8   Square, Inc.   3.45%
9   Discover Financial Services   3.14%
10   FleetCor Technologies, Inc.   3.09%

  

Top Ten Holdings= 46.75% of Total Investments 

* Current Fund holdings may not be indicative of future Fund holdings.

9

ETFMG Drone Economy Strategy ETF

Growth of $10,000 (Unaudited)

 

 

Average Annual Returns   1 Year    
Since
Inception
   
Value of
$10,000
 
Year Ended September 30, 2019   Return     (3/8/2016)     (9/30/19)  
ETMFG Drone Economy Strategy ETF (NAV)     -7.23 %     11.58 %   $ 14,780  
ETFMG Drone Economy Strategy ETF (Market)     -6.90 %     11.68 %   $ 14,825  
S&P 500 Index     4.25 %     14.42 %   $ 16,163  
Reality Shares DroneTM Index     -7.42 %     11.09 %   $ 14,550  

 

Performance data quoted represents past performance and 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. All performance is historical and includes reinvestment of dividends and capital gains. Performance data current to the most recent month end may be obtained by calling 1-844-ETF-MGRS (1-844-383-6477).

  

The chart illustrates the performance of a hypothetical $10,000 investment made on March 8, 2016, 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 from the sales of Fund shares. The chart assumes reinvestment of capital gains and dividends. The chart assumes reinvestment of capital gains and dividends, if any. The Index Returns do not reflect fees or expenses and are not available for direct investment.

10

ETFMG Drone Economy Strategy ETF




 

Top Ten Holdings as of September 30, 2019* (Unaudited)

    Security   % of Total
Investments
1   AeroVironment, Inc.   3.34%
2   Boeing Co.   2.56%
3   Parrot SA   2.50%
4   Autonomous Control Systems Laboratory, Ltd.   2.12%
5   Ambarella, Inc.   2.07%
6   Honeywell International, Inc.   1.92%
7   Thales SA   1.90%
8   BAE Systems PLC   1.88%
9   Workhorse Group, Inc.   1.85%
10   Leonardo SpA   1.85%

  

Top Ten Holdings =21.99% of Total Investments

* Current Fund holdings may not be indicative of future Fund holdings.

 

11

 

ETFMG Video Game Tech  ETF

Growth of $10,000 (Unaudited)

 

 

Average Annual Returns
Year Ended September 30, 2019
  1 Year
Return
   
Since
Inception
(3/8/2016)
   
Value of
$10,000
(9/30/19)
 
ETFMG Video Game Tech ETF (NAV)     -11.26 %     16.86 %   $ 17,428  
ETFMG Video Game Tech ETF (Market)     -11.02 %     16.89 %   $ 17,442  
S&P 500 Index     4.25 %     14.42 %   $ 16,163  
EEFund Video Game Tech Index     -10.94 %     16.87 %   $ 17,431  

 

Performance data quoted represents past performance and 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. All performance is historical and includes reinvestment of dividends and capital gains. Performance data current to the most recent month end may be obtained by calling 1-844-ETF-MGRS (1-844-383-6477).

 

The chart illustrates the performance of a hypothetical $10,000 investment made on March 8, 2016, 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 from the sales of Fund shares. The chart assumes reinvestment of capital gains and dividends. The chart assumes reinvestment of capital gains and dividends, if any. The Index Returns do not reflect fees or expenses and are not available for direct investment.

 

12

 

ETFMG Video Game Tech  ETF


 

Top Ten Holdings as of September 30, 2019* (Unaudited) 

   
Security
  % of Total
Investments
1   Square-Enix Holdings Co., Ltd.   3.19%
2   Capcom Co., Ltd   2.85%
3   Micro-Star International Co., Ltd.   2.54%
4   Activision Blizzard, Inc.   2.53%
5   Take-Two Interactive Software, Inc.   2.47%
6   CD Projekt SA   2.41%
7   NCSoft Corp.   2.40%
8   Electronic Arts, Inc.   2.30%
9   Nintendo Co., Ltd.   2.27%
10   Embracer Group AB   2.24%

  

Top Ten Holdings = 25.20% of Total Investments 

* Current Fund holdings may not be indicative of future Fund holdings.

13

 

ETFMGTM ETFs 


 

Important Disclosures and Key Risk Factors 

 

Investing involves risk, including the possible loss of principal. Shares of any 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. Narrowly focused investments typically exhibit higher volatility.

 

Past performance is no indicative of future return. A fund’s performance for very short time periods may not be indicative of future performance.

 

SILJ 

 

The ETFMG Prime Junior Silver Miners ETF (the “Fund” or the “Junior Silver Miners ETF”) seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of the Prime Junior Silver Miners & Explorers Index (the “Index”).

 

Investments in foreign securities involve political, economic and currency risks, greater volatility and differences in accounting methods. These risks are greater for investments in emerging markets. 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 issuer volatility than a diversified fund. Funds that are less diversified across countries or geographic regions are generally riskier than more geographically diversified funds and risks associated with such countries or geographic regions may negatively affect a Fund. Investments in small capitalization companies tend to have limited liquidity and greater price volatility than large-capitalization companies. The ETFMG Prime Junior Silver Miners ETF is subject to risks associated with the worldwide price of silver and the costs of extraction and production. Worldwide silver prices may fluctuate substantially over short periods of time, so the Fund’s share price may be more volatile than other types of economic conditions, tax treatment, government regulation and intervention, and world events in the regions in which the companies operation. Several foreign countries have begun a process of privatizing certain entities and industries. Privatized entities may lose money or be renationalized. The Fund invests in some economies that are heavily dependent upon trading with key partners. Any reduction in this trading may cause an adverse impact on the economy in which the Fund invests. The Fund’s return may not match or achieve a high degree of correlation with the return of the Prime Junior Silver Miners & Explorers Index. To the extent the Fund utilizes a sampling approach, it may experience tracking error to a greater extent than if the Fund had sought to replicate the Prime Junior Silver Miners & Explorers Index. IOPV or indicative optimized portfolio value is an estimated intraday fair value of one share of an ETF determined by the last trade price of the fund’s underlying securities. 

 

The Prime Junior Silver Miners & Explorers Index is designed to provide a benchmark for investors interested in tracking public, small-cap companies that are active in silver mining exploration and production industry. The stocks are screened for liquidity and weighted according to modified free-float market capitalization. The Index generally is comprised of 25-35 securities. An investment cannot be made directly in an index.

 

HACK 

 

The Fund seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of the Prime Cyber Defense Index (the “Index”). 

 

The fund is concentrated in technology-related companies face intense competition, both domestically and internationally, which may have an adverse effect on profit margins. Such companies may have limited product lines, markets, financial resources or personnel. The products of such companies may face obsolescence due to rapid technological developments, frequent new product introduction, unpredictable changes in growth rates, competition for the services of qualified personnel, and competition from foreign competitors with lower production costs. Technology companies are heavily dependent on patent and intellectual property rights. The loss or impairment of these rights may adversely affect the profitability of these companies. Investments in foreign securities involve political, economic and currency risks, greater volatility and differences in accounting methods. The Funds are non-diversified, meaning they may concentrate its assets in fewer individual holdings than a diversified fund. Investments in smaller companies tend to have limited liquidity and greater price volatility than large-capitalization companies. Diversification does not assure a profit or protect against a loss in a declining market. The Fund’s return may not match or achieve a high degree of correlation with the return of the Prime Cyber Defense Index. To the extent the Fund utilizes a sampling approach, it may experience tracking error to a greater extent than if the Fund had sought to replicate the Prime Cyber Defense Index. 

 

14

 

ETFMGTM ETFs 


 

The Prime Cyber Defense Index provides a benchmark for investors interested in tracking companies actively involved in providing cyber security technology and services. The Index uses a market capitalization weighted allocation across the infrastructure provider and service provider categorizations as well as an equal weighted allocation methodology for all components within each sector allocation. Index components are reviewed semi-annually for eligibility, and the weights are re-set accordingly. An investment cannot be made directly in an index. 

 

IPAY 

 

The ETFMG Prime Mobile Payments ETF (the “Fund” or the “Mobile Payments ETF”) seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of the Prime Mobile Payments Index (the “Index”).

 

Mobile Payment Companies face intense competition, both domestically and internationally, and are subject to increasing regulatory constraints, particularly with respect to fees, competition and anti-trust matters, cybersecurity and privacy. Mobile Payment Companies may be highly dependent on their ability to enter into agreements with merchants and other third parties to utilize a particular payment method, system, software or service, and such agreements may be subject to increased regulatory scrutiny. Additionally, certain Mobile Payment Companies have recently faced increased costs related to class-action litigation challenging such agreements. Such factors may adversely affect the profitability and value of such companies. The Fund is non-diversified, meaning it may concentrate its assets in fewer individual holdings than a diversified fund. Investments in smaller companies tend to have limited liquidity and greater price volatility than large-capitalization companies. The Fund’s return may not match or achieve a high degree of correlation with the return of the Prime Mobile Payments Index. To the extent the Fund utilizes a sampling approach, it may experience tracking error to a greater extent than if the Fund had sought to replicate the Index. Diversification does not guarantee a profit, nor does it protect against a loss in a declining market. 

 

The Prime Mobile Payments Index is designed to provide a benchmark for investors interested in tracking the mobile and electronic payments industry. The stocks are screened for liquidity and weighted according to a modified linear-based capitalization-weighted methodology. The Index generally is comprised of 25-40 securities. An investment cannot be made directly in an index. 

 

IFLY 

 

The ETFMG Drone Economy Strategy ETF (the “Fund” or the “Drone Economy ETF”) seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of the Reality Shares DroneTM Index (the “Index”). 

 

Drone Economy Companies face intense competition, both domestically and internationally and are heavily dependent on the protection of patent and intellectual property rights. In addition, Drone Economy Companies may be dependent on the U.S. government and its agencies for a significant portion of their sales, and their success and growth may be affected by budgetary constraints, spending reductions, congressional appropriations, and administrative allocations of funds that affect the U.S. government and its agencies. Such factors may adversely affect the profitability and value of such companies. Investments in foreign securities involve political, economic and currency risks, 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. Investments in smaller companies tend to have limited liquidity and greater price volatility than large-capitalization companies. The Fund’s return may not match or achieve a high degree of correlation with the return of the Reality Shares Drone™ Index. To the extent the Fund utilizes a sampling approach, it may experience tracking error to a greater extent than if the Fund had sought to replicate the Index. Diversification does not guarantee a profit, nor does it protect against a loss in a declining market. 

 

15

 

ETFMGTM ETFs 


 

The Reality Shares Drone™ Index provides a benchmark for investors interested in tracking companies actively involved in drone technology and services. The Index uses Modified Equal Weight capitalization-weighted methodology. The index was created and is maintained by Reality Shares Index Committee. You cannot invest directly in an index. 

 

GAMR

 

The ETFMG Video Game Tech ETF (the “Fund” or the “Video Game Tech ETF”) seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of the EEFund Video Game Tech Index™ (the “Index”). 

 

Investing involves risk, including the possible loss of principal. The fund is new with limited operating history. Shares of any 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. Narrowly focused investments typically exhibit higher volatility. Video Game Tech Companies face intense competition, both domestically and internationally, may have limited product lines, markets, financial resources or personnel, may have products that face rapid obsolescence, and are heavily dependent on the protection of patent and intellectual property rights. Video Game Tech Companies are also subject to increasing regulatory constraints, particularly with respect to cybersecurity and privacy. Such factors may adversely affect the profitability and value of such companies. Investments in foreign securities involve political, economic and currency risks, 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. Investments in smaller companies tend to have limited liquidity and greater price volatility than large-capitalization companies. The Fund’s return may not match or achieve a high degree of correlation with the return of the EEFund Video Game Tech Index™. To the extent the Fund utilizes a sampling approach, it may experience tracking error to a greater extent than if the Fund had sought to replicate the Index. Diversification does not guarantee a profit, nor does it protect against a loss in a declining market. 

 

The EEFund Video Game Tech™ Index provides a benchmark for investors interested in tracking companies actively involved in the electronic gaming industry including the entertainment, education and simulation segments. The Index uses a market capitalization weighted allocation across the pure play and non-pure play sectors and a set weight for the conglomerate sector as well as an equal weighted allocation methodology for all components within each sector allocation. The index was created and is maintained by EEFund Management. You cannot invest directly in an index. 

16

ETFMGTM ETFs 

 

PORTFOLIO ALLOCATIONS

As of September 30, 2019 (Unaudited)


 

    ETFMG
Prime
Junior
Silver
Miners
ETF
    ETFMG
Prime
Cyber
Security
ETF
    ETFMG
Prime
Mobile
Payments
ETF
    ETFMG
Drone
Economy
Strategy
ETF
    ETFMG
Video
Game
Tech
ETF
 
As a percent of Net Assets:  
 
 
 
 
Australia   %   %   0.5 %   %   %
Brazil           2.2          
Canada   69.4             2.6      
China                   4.8  
Cyprus           1.8          
Finland       0.1              
France           4.9     7.0     2.4  
Germany           3.2     1.4     0.5  
Hong Kong           0.6          
Israel       9.7         2.2      
Italy           2.2     2.1      
Japan       4.3     3.1     13.0     23.0  
Netherlands             3.1     2.9     0.5  
Norway                   0.6  
Poland                   3.2  
Republic of Korea       0.7         1.8     13.7  
Spain               1.5      
Sweden               3.0     5.8  
Switzerland                   0.4  
Taiwan, Province of China                   4.7  
Turkey               3.3      
United Kingdom   11.6     9.3     0.6     4.9     2.6  
United States   18.3     74.8     77.5     53.6     37.1  
Rights   0.4                  
Short-Term and other Net Assets                              
(Liabilities)   0.3     1.1     0.3     0.7     0.7  
    100.0 %   100.0 %   100.0 %   100.0 %   100.0 %
17

ETFMG™ ETFs

 

ETFMG Prime Junior Silver Miners ETF

 

Schedule of Investments

September 30, 2019


 

    Shares     Value  
             
COMMON STOCKS - 99.3%                
Canada - 69.4%                
Commercial Services & Supplies - 2.1%                
Alexco Resource Corp. (a)     1,196,667     $ 2,070,234  
Metals & Mining - 67.3% (c)                
Americas Gold & Silver Corp. (a)     807,456       2,017,345  
Bear Creek Mining Corp. (a)     1,108,475       1,656,626  
Endeavour Silver Corp. (a)     1,253,826       2,783,494  
Excellon Resources, Inc. (a)     1,653,623       1,160,788  
First Majestic Silver Corp. (a)     1,339,157       12,172,937  
Fortuna Silver Mines, Inc. (a)     558,622       1,728,762  
Great Panther Mining, Ltd. (a)     1,612,358       1,137,196  
Hudbay Minerals, Inc.     745,741       2,690,600  
Kootenay Silver, Inc. (a)(d)     4,200,420       760,917  
MAG Silver Corp. (a)     416,554       4,426,977  
Mandalay Resources Corp. (a)     903,882       791,413  
Maya Gold & Silver, Inc. (a)     1,066,762       1,409,090  
Minaurum Gold, Inc. (a)     2,867,882       844,227  
Minco Silver Corp. (a)     783,105       378,297  
Mirasol Resources, Ltd. (a)     609,873       253,183  
Pan American Silver Corp.     768,051       12,029,330  
Sabina Gold & Silver Corp. (a)     1,124,925       1,460,445  
Sierra Metals, Inc. (a)     917,749       1,094,496  
Silvercorp Metals, Inc.     1,140,732       4,425,680  
SilverCrest Metals, Inc. (a)     772,237       4,027,745  
SSR Mining, Inc. (a)     325,489       4,719,511  
Trevali Mining Corp. (a)     5,447,132       945,647  
Yamana Gold, Inc.     1,423,996       4,528,307  
Total Metals & Mining             67,443,013  
Total Canada             69,513,247  
                 
United Kingdom - 11.6%                
Metals & Mining - 11.6% (c)                
Hochschild Mining PLC     4,595,797       11,584,001  
                 
United States - 18.3%                
Metals & Mining - 18.3% (c)                
Coeur Mining, Inc. (a)     2,211,548       10,637,546  
Gold Resource Corp.     337,478       1,029,308  
Golden Minerals Co. (a)     1,042,088       254,374  
Hecla Mining Co.     2,555,086       4,496,951  
McEwen Mining, Inc.     1,230,108       1,918,968  
Total United States             18,337,147  
TOTAL COMMON STOCKS (Cost $104,590,319)             99,434,395  

  

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

18

ETFMG™ ETFs

 

ETFMG Prime Junior Silver Miners ETF

 

Schedule of Investments  

September 30, 2019 (Continued) 


 

    Shares     Value  
RIGHTS - 0.4%            
Canada - 0.4%            
Metals & Mining - 0.4% (c)
               
Pan American Silver Corp. (a)
    502,820     $ 391,843  
TOTAL RIGHTS (Cost $0)             391,843  
                 
SHORT-TERM INVESTMENTS - 0.4%                
MONEY MARKET FUNDS - 0.4%                
Invesco Advisers, Inc. STIT-Treasury Portfolio - Institutional Class, 1.79% (b)
    404,875       404,875  
TOTAL MONEY MARKET FUNDS (Cost $404,875)             404,875  
                 
Total Investments (Cost $104,995,194) - 100.1%             100,231,113  
Liabilities in Excess of Other Assets - (0.1)%             (112,540 )
TOTAL NET ASSETS - 100.0%           $ 100,118,573  

 

Percentages are stated as a percent of net assets.     

  

(a) Non-income producing security.
(b) The rate quoted is the annualized seven-day yield at September 30, 2019.
(c) As of September 30, 2019, the Fund had a significant portion of its assets invested in the Metals & Mining Industry.
(d) Affiliated security. Please refer to Note 9 of the Notes to Financial Statements.

  

The Global Industry Classification Standard (GICS®) was developed by and/or is the exclusive property of MSCI, Inc. and Standard & Poor’s Financial Services LLC (“S&P”). GICS is a service mark of MSCI and S&P and has been licensed for use by U.S. Bancorp Fund Services, LLC., doing business as U.S. Bank Global Fund Services (“Fund Services”).

 

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

19

ETFMGTM ETFs

 

ETFMG Prime Cyber Security ETF

 

Schedule of Investments  

September 30, 2019


 

    Shares     Value  
             
COMMON STOCKS - 98.9%                
Finland - 0.1%                
Software - 0.1% (f)                
F-Secure OYJ     390,058     $ 1,186,155  
                 
Israel - 9.7%                
Communications Equipment - 0.8%                
Radware, Ltd. (a)     502,102       12,180,995  
Software - 8.9% (f)                
Check Point Software Technologies, Ltd. (a)(b)     389,955       42,700,072  
CyberArk Software, Ltd. (a)(b)     437,590       43,680,234  
Tufin Software Technologies, Ltd. (b)(d)     2,444,855       40,242,313  
Total Software             126,622,619  
Total Israel             138,803,614  
                 
Japan - 4.3%                
Software - 4.3% (f)                
Digital Arts, Inc.     199,010       13,141,562  
FFRI, Inc. (a)(b)     201,611       5,892,169  
Trend Micro, Inc.     893,731       42,485,802  
Total Software             61,519,533  
                 
Republic of Korea - 0.7%                
Software - 0.7% (f)                
Ahnlab, Inc.     171,364       9,584,293  
                 
United Kingdom - 9.3%                
Aerospace & Defense - 2.4%                
BAE Systems PLC     1,791,712       12,557,030  
QinetiQ Group PLC     2,741,947       9,736,439  
Ultra Electronics Holdings PLC     472,810       11,754,704  
Total Aerospace & Defense             34,048,173  
IT Services - 0.1%                
NCC Group PLC     1,082,303       2,318,146  
Software - 6.8% (f)                
Avast PLC     9,267,061       44,209,707  
Mimecast, Ltd. (a)     327,501       11,681,961  
Sophos Group PLC     8,371,052       41,221,752  
Total Software             97,113,420  
Total United Kingdom             133,479,739  
                 
United States - 74.8%                
Aerospace & Defense - 2.7%                
Parsons Corp. (b)     1,157,138       38,162,411  
Communications Equipment - 11.8%                
Cisco Systems, Inc.     1,099,572       54,329,853  
F5 Networks, Inc. (a)     95,319       13,384,694  
20

ETFMG™ ETFs

 

ETFMG Prime Cyber Security ETF

 

Schedule of Investments 

September 30, 2019 (Continued)


 

    Shares     Value  
Juniper Networks, Inc.     1,796,813     $ 44,471,122  
NetScout Systems, Inc. (a)(b)     513,588       11,843,339  
Palo Alto Networks, Inc. (a)(b)     226,464       46,160,157  
Total Communications Equipment             170,189,165  
Internet Software & Services - 0.6%                
Zix Corp. (a)(b)     1,123,290       8,132,620  
IT Services - 17.5%                
Akamai Technologies, Inc. (a)     493,190       45,067,702  
Booz Allen Hamilton Holding Corp.     193,269       13,725,964  
CACI International, Inc. - Class A (a)     199,694       46,181,234  
Carbonite, Inc. (a)(b)(d)     2,763,709       42,809,852  
Leidos Holdings, Inc.     160,516       13,785,114  
ManTech International Corp. - Class A (b)     183,189       13,081,527  
Okta, Inc. (a)(b)     161,930       15,943,628  
Science Applications International Corp. (b)     513,104       44,819,634  
VeriSign, Inc. (a)     72,894       13,749,995  
Total IT Services             249,164,650  
Software - 42.2% (f)                
A10 Networks, Inc. (a)     844,885       5,863,502  
Carbon Black, Inc. (a)     518,960       13,487,770  
CloudFlare, Inc. (b)     2,398,236       44,535,243  
CommVault Systems, Inc. (a)     929,994       41,580,032  
Crowdstrike Holdings, Inc. (b)     236,114       13,767,807  
Everbridge, Inc. (a)(b)     190,775       11,772,725  
FireEye, Inc. (a)     3,110,602       41,495,431  
ForeScout Technologies, Inc. (a)     347,098       13,161,956  
Fortinet, Inc. (a)(b)     559,951       42,981,839  
MobileIron, Inc. (a)     1,198,798       7,846,133  
OneSpan, Inc. (a)     410,910       5,958,195  
Proofpoint, Inc. (a)(b)     347,858       44,891,075  
Qualys, Inc. (a)(b)     535,553       40,471,740  
Rapid7, Inc. (a)(b)     254,812       11,565,917  
SailPoint Technologies Holding, Inc. (a)(b)     2,014,377       37,648,706  
SecureWorks Corp. - Class A (a)(b)(d)     782,811       10,121,746  
SolarWinds Corp. (a)(b)     2,269,639       41,874,840  
Splunk, Inc. (a)     411,758       48,529,798  
Symantec Corp.     1,834,527       43,349,873  
Tenable Holdings, Inc. (a)(b)     1,846,799       41,331,362  
Varonis Systems, Inc. (a)(b)     205,183       12,265,840  
Verint Systems, Inc. (a)(b)     285,009       12,192,685  
Zscaler, Inc. (a)(b)     324,494       15,335,586  
Total Software             602,029,801  
Total United States             1,067,678,647  
TOTAL COMMON STOCKS (Cost $1,389,284,088)             1,412,251,981  

 

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

21

ETFMG™ ETFs

 

ETFMG Prime Cyber Security ETF

 

Schedule of Investments

September 30, 2019 (Continued)


 

    Shares     Value  
SHORT-TERM INVESTMENTES - 1.2%                
Money Market Funds - 1.2%                
Invesco Advisers, Inc. STIT-Treasury Portfolio - Institutional Class 1.79% (c)
    17,024,329     $ 17,024,329  
TOTAL SHORT-TERM INVESTMENTS (Cost $17,024,329)             17,024,329  
                 
INVESTMENTS PURCHASED WITH SECURITIES LENDING COLLATERAL - 20.0%                
Mount Vernon Liquid Assets Portfolio, LLC. 2.13% (c)
    284,872,245       284,872,245  
TOTAL INVESTMENTS PURCHASED WITH SECURITIES LENDING COLLATERAL (Cost $284,872,245)             284,872,245  
                 
Total Investments (Cost $1,691,180,662) - 120.1%             1,714,148,555  
Liabilities in Excess of Other Assets - (20.1)%             (286,948,178 )
TOTAL NET ASSETS - 100.0%           $ 1,427,200,377  

 

Percentages are stated as a percent of net assets. 

 


(a) Non-income producing security.

(b) All or a portion of this security is out on loan as of September 30, 2019.

(c) The rate quoted is the annualized seven-day yield at September 30, 2019.

(d) Affiliated security. Please refer to Note 9 of the Notes to Financial Statements.

(f) As of September 30, 2019, the Fund had a significant portion of its assets in the Software Industry.

 

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

22

ETFMG™ ETFs

 

ETFMG Prime Mobile Payments ETF

 

Schedule of Investments  

September 30, 2019


 

    Shares     Value  
             
COMMON STOCKS - 99.7%                
Australia - 0.5%                
IT Services - 0.5% (d)                
EML Payments, Ltd. (a)     1,383,651     $ 4,006,414  
                 
Brazil - 2.2%                
IT Services - 2.2% (d)                
Cielo SA     8,394,281       16,162,468  
                 
Cyprus - 1.8%                
IT Services - 1.8% (d)                
QIWI PLC - ADR     592,654       13,008,755  
                 
France - 4.9%                
Electronic Equipment, Instruments & Components - 2.3%                
Ingenico Group SA     169,520       16,536,824  
IT Services - 2.6% (d)                
Worldline SA (a)     304,642       19,225,448  
Total France             35,762,272  
                 
Germany - 3.2%                
IT Services - 3.2% (d)                
Wirecard AG     147,812       23,642,638  
                 
Hong Kong - 0.6%                
Electronic Equipment, Instruments & Components - 0.3%                
PAX Global Technology, Ltd.     5,450,921       2,455,025  
IT Services - 0.3% (d)                
Huifu Payment, Ltd. (a)     6,389,441       2,421,200  
Total Hong Kong             4,876,225  
                 
Italy - 2.2%                
IT Services - 2.2% (d)                
Nexi SpA (a)     1,594,891       16,264,074  
                 
Japan - 3.1%                
Consumer Finance - 0.6%                
Jaccs Co., Ltd.     206,512       4,354,658  
IT Services - 2.3% (d)                
GMO Payment Gateway, Inc.     255,655       17,094,896  
Software - 0.2%                
Intelligent Wave, Inc.     200,618       1,497,329  
Total Japan             22,946,883  
                 
Netherlands - 3.1%                
IT Services - 3.1% (d)                
Adyen NV (a)     35,487       23,377,705  

 

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

23

ETFMG™ ETFs

 

ETFMG Prime Mobile Payments ETF

 

Schedule of Investments  

September 30, 2019 (Continued)


 

    Shares     Value  
United Kingdom - 0.6%                
Commercial Services & Supplies - 0.6%                
PayPoint PLC     389,630     $ 4,369,091  
                 
United States - 77.5%                
Consumer Finance - 11.4%                
American Express Co.     379,966       44,942,378  
Discover Financial Services     334,188       27,099,305  
Green Dot Corp. - Class A (a)     505,545       12,765,011  
Total Consumer Finance             84,806,694  
IT Services - 62.3% (d)                
Euronet Worldwide, Inc. (a)     120,339       17,605,596  
EVERTEC, Inc.     429,242       13,400,935  
Evo Payments, Inc. - Class A (a)(c)     492,895       13,860,207  
Fidelity National Information Services, Inc.     343,826       45,646,340  
Fiserv, Inc. (a)     440,512       45,632,638  
FleetCor Technologies, Inc. (a)     93,043       26,682,872  
Global Payments, Inc.     325,522       51,757,998  
I3 Verticals, Inc. - Class A (a)     119,729       2,408,947  
International Money Express, Inc. (a)(c)     176,760       2,428,682  
MasterCard, Inc. - Class A     164,247       44,604,558  
Net 1 UEPS Technologies, Inc. (a)     689,022       2,459,809  
Pagseguro Digital, Ltd. - Class A (a)     476,613       22,071,948  
PayPal Holdings, Inc. (a)     420,732       43,583,628  
Paysign, Inc. (a)(c)     213,329       2,154,623  
Square, Inc. - Class A (a)(c)     480,469       29,765,055  
StoneCo, Ltd. - Class A (a)(c)     552,682       19,222,280  
Visa, Inc. - Class A (c)     254,607       43,794,950  
Western Union Co. (c)     799,598       18,526,686  
WEX, Inc. (a)     87,013       17,582,717  
Total IT Services             463,190,469  
Software - 1.9%                
ACI Worldwide, Inc. (a)(c)     458,805       14,372,067  
Technology Hardware, Storage & Peripherals - 1.9%                
NCR Corp. (a)     455,570       14,377,789  
Total United States             576,747,019  
TOTAL COMMON STOCKS (Cost $722,471,115)             741,163,544  

 

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

24

ETFMG™ ETFs

 

ETFMG Prime Mobile Payments ETF

 

Schedule of Investments 

September 30, 2019 (Continued) 


 

    Shares     Value  
SHORT-TERM INVESTMENTS - 0.6%                
Money Market Funds - 0.6%                
Invesco Advisers, Inc. STIT-Treasury Portfolio - Institutional Class, 1.79% (b)
    4,185,793     $ 4,185,793  
TOTAL SHORT-TERM INVESTMENTS (Cost $4,185,793)             4,185,793  
                 
INVESTMENTS PURCHASED WITH SECURITIES LENDING COLLATERAL - 15.9%                
Mount Vernon Liquid Assets Portfolio, LLC, 2.13% (b)
    118,013,746       118,013,746  
TOTAL INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL (Cost $118,013,746)             118,013,746  
                 
Total Investments (Cost $844,670,654) - 116.2%             863,363,083  
Liabilities in Excess of Other Assets - (16.2)%             (120,165,556 )
TOTAL NET ASSETS - 100.0%           $ 743,197,527  

  

Percentages are stated as a percent of net assets. 

 

ADR American Depositary Receipt


(a) Non-income producing security.

(b) The rate quoted is the annualized seven-day yield at September 30, 2019.

(c) All or a portion of this security is out on loan as of September 30, 2019.

(d) As of September 30, 2019, the Fund had a significant portion of its assets in the IT Services Industry.

 

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

25

ETFMG™ ETFs

 

ETFMG Drone Economy Strategy ETF

  

Schedule of Investments  

September 30, 2019


 

    Shares     Value  
             
COMMON STOCKS - 99.3%                
Canada - 2.6%                
Aerospace & Defense - 2.0% (d)                
Drone Delivery Canada Corp. (a)(b)     1,073,120     $ 761,394  
Electrical Equipment - 0.6%                
Ballard Power Systems, Inc. (a)(b)     46,596       227,854  
Total Canada             989,248  
                 
France - 7.0%                
Aerospace & Defense - 4.2% (d)                
Dassault Aviation SA     524       741,334  
Thales SA     7,195       827,354  
Total Aerospace & Defense             1,568,688  
Communications Equipment - 2.8%                
Parrot SA (a)(b)     329,450       1,088,028  
Total France             2,656,716  
                 
Germany - 1.4%                
Industrial Conglomerates - 1.4%                
Rheinmetall AG     4,319       546,307  
                 
Israel - 2.2%                
Aerospace & Defense - 2.2% (d)                
Elbit Systems, Ltd.     3,261       540,334  
RADA Electronic Industries, Ltd. (a)     63,207       300,865  
Total Aerospace & Defense             841,199  
                 
Italy - 2.1%                
Aerospace & Defense - 2.1% (d)                
Leonardo SpA     68,399       804,413  
                 
Japan - 13.0%                
Automobiles - 3.0%                
Subaru Corp.     20,578       578,563  
Yamaha Motor Co., Ltd.     30,942       560,318  
Total Automobiles             1,138,881  
Electronic Equipment, Instruments & Components - 5.5%                
Autonomous Control Systems Laboratory, Ltd. (a)(b)     30,690       923,893  
Hitachi, Ltd.     15,677       583,293  
TDK Corp.     6,490       580,424  
Total Electronic Equipment, Instruments & Components             2,087,610  
Household Durables - 1.5%                
Sony Corp. - ADR (b)     9,391       555,290  
Software - 1.4%                
Kudan, Inc. (a)(b)     5,230       507,884  

 

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

26

ETFMG™ ETFs

 

ETFMG Drone Economy Strategy ETF

 

Schedule of Investments

September 30, 2019 (Continued)


 

    Shares     Value  
Technology Hardware, Storage & Peripherals - 1.6%                
NEC Corp.     14,564     $ 614,214  
Total Japan             4,903,879  
                 
Netherlands - 2.9%                
Aerospace & Defense - 1.7% (d)                
Airbus SE     5,033       653,900  
Semiconductors & Semiconductor Equipment - 1.2%                
STMicroelectronics NV     24,146       466,619  
Total Netherlands             1,120,519  
                 
Republic of Korea - 1.8%                
Aerospace & Defense - 1.8% (d)                
Korea Aerospace Industries, Ltd.     20,952       684,883  
                 
Spain - 1.5%                
IT Services - 1.5%                
Indra Sistemas SA (a)     66,504       575,541  
                 
Sweden - 3.0%                
Aerospace & Defense - 1.3% (d)                
Saab AB - Series B     17,443       500,748  
Electronic Equipment, Instruments & Components - 1.7%                
Hexagon AB - B Shares     13,094       631,286  
Total Sweden             1,132,034  
                 
Turkey - 3.3%                
Aerospace & Defense - 1.7% (d)                
Aselsan Elektronik Sanayi Ve Ticaret AS     178,616       636,401  
Household Durables - 1.6%                
Vestel Elektronik Sanayi ve Ticaret AS (a)     334,093       592,813  
Total Turkey             1,229,214  
                 
United Kingdom - 4.9%                
Aerospace & Defense - 4.9% (d)                
BAE Systems PLC     116,817       818,700  
Meggitt PLC     66,406       518,472  
QinetiQ Group PLC     141,524       502,541  
Total Aerospace & Defense             1,839,713  
                 
United States - 53.6%                
Aerospace & Defense - 26.7% (d)                
Aerojet Rocketdyne Holdings, Inc. (a)(b)     9,703       490,099  
AeroVironment, Inc. (a)(b)     27,189       1,456,243  
Boeing Co.     2,926       1,113,255  
Cubic Corp.     5,396       380,040  
General Dynamics Corp.     3,555       649,605  
HEICO Corp. (b)     3,479       434,458  

  

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

27

ETFMG™ ETFs

 

ETFMG Drone Economy Strategy ETF

 

Schedule of Investments  

September 30, 2019 (Continued)


 

    Shares     Value  
Honeywell International, Inc.     4,949     $ 837,371  
Kratos Defense & Security Solutions, Inc. (a)(b)     39,141       727,827  
L3Harris Technologies, Inc.     2,228       464,850  
Lockheed Martin Corp.     1,716       669,343  
Mercury Systems, Inc. (a)     4,336       351,953  
Northrop Grumman Corp.     1,809       677,995  
Raytheon Co.     3,415       669,989  
Teledyne Technologies, Inc. (a)     1,305       420,197  
United Technologies Corp.     4,912       670,586  
Total Aerospace & Defense             10,013,811  
Auto Components - 2.1%                
Workhorse Group, Inc. (a)(b)     230,640       807,240  
Building Products - 1.0%                
Griffon Corp.     18,875       395,809  
Communications Equipment - 2.2%                
KVH Industries, Inc. (a)     23,492       250,190  
Qualcomm, Inc.     7,263       554,022  
Total Communications Equipment             804,212  
Electrical Equipment - 1.0%                
II-VI, Inc. (a)(b)     10,668       375,621  
Electronic Equipment, Instruments & Components - 6.2%                
FLIR Systems, Inc.     7,834       411,990  
Jabil, Inc. (b)     20,813       744,481  
Littelfuse, Inc. (b)     3,368       597,180  
Trimble, Inc. (a)     14,409       559,213  
Total Electronic Equipment, Instruments & Components             2,312,864  
Household Durables - 1.4%                
GoPro, Inc. - Class A (a)     101,142       524,421  
Industrial Conglomerates - 1.7%                
Textron, Inc.     13,075       640,152  
Semiconductors & Semiconductor Equipment - 8.9%                
Ambarella, Inc. (a)(b)     14,378       903,442  
Intel Corp.     13,685       705,188  
Microchip Technology, Inc. (b)     4,298       399,327  
NVIDIA Corp.     3,215       559,635  
Texas Instruments, Inc.     3,070       396,767  
Xilinx, Inc.     4,027       386,189  
Total Semiconductors & Semiconductor Equipment             3,350,548  
Software - 1.0%                
Synopsys, Inc. (a)     2,864       393,084  
Trading Companies & Distributors - 1.4%                
TransDigm Group, Inc.     1,002       521,711  
Total United States             20,139,473  
TOTAL COMMON STOCKS (Cost $35,767,990)             37,463,139  

 

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

28

ETFMG™ ETFs

 

ETFMG Drone Economy Strategy ETF

 

Schedule of Investments

September 30, 2019 (Continued)

 

    Shares     Value  
SHORT-TERM INVESTMENTS - 3.0%                
Money Market Funds - 3.0%                
Invesco Advisers, Inc. STIT-Treasury Portfolio - Institutional Class, 1.79% (c)
    1,129,512     $ 1,129,512  
TOTAL SHORT-TERM INVESTMENTS (Cost $1,129,512)             1,129,512  
                 
INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDDING COLLATERAL - 13.2%                
Mount Vernon Liquid Assets Portfolio, LLC, 2.13% (c)
    4,974,423       4,974,423  
TOTAL INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL (Cost $4,974,423)             4,974,423  
                 
Total Investments (Cost $41,871,925) - 115.5%             43,567,074  
Liabilities in Excess of Other Assets - (15.5)%             (5,846,870 )
TOTAL NET ASSETS - 100.0%           $ 37,720,204  

  

Percentages are stated as a percent of net assets.      

 

ADR American Depositary Receipt 


(a) Non-income producing security.

(b) All or a portion of this security was out on loan as of September 30, 2019.

(c) The rate quoted is the annualized seven-day yield at September 30, 2019.

(d) As of September 30, 2019, the fund had a significant portion of its assets in the Aerospace & Defense Industry.

 

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

29

ETFMG™ ETFs

 

ETFMG Video Game Tech ETF

 

Schedule of Investments

September 30, 2019


 

    Shares     Value  
COMMON STOCKS - 99.3%                
                 
China - 4.8%                
Entertainment - 3.4% (d)                
HUYA, Inc. - ADR (a)     14,208
  $ 335,877  
IGG, Inc.     1,901,092       1,183,680  
NetDragon Websoft Holdings, Ltd.     548,427       1,276,307  
Total Entertainment             2,795,864  
Interactive Media & Services - 1.4%                
Tencent Holdings, Ltd.     27,733       1,168,383  
Total China             3,964,247  
                 
France - 2.4%                
Entertainment - 2.4% (d)                
Ubisoft Entertainment SA (a)     27,117       1,960,764  
                 
Germany - 0.5%                
Health Care Equipment & Supplies - 0.5%                
Carl Zeiss Meditec AG     3,298       376,002  
                 
Japan - 23.0%                
Entertainment - 18.0% (d)                
Aeria, Inc.     48,848       587,305  
Aiming, Inc. (b)     132,536       313,796  
Capcom Co., Ltd.     102,094       2,703,307  
DeNa Co., Ltd.     15,913       280,657  
Gumi, Inc. (a)     72,500       507,584  
GungHo Online Entertainment, Inc.     11,582       262,436  
KLab, Inc. (b)     48,725       566,449  
Koei Tecmo Holdings Co., Ltd.     17,733       384,919  
Konami Holdings Corp.     43,558       2,102,869  
Marvelous, Inc.     48,426       373,076  
Nexon Co., Ltd. (a)     137,398       1,665,931  
Nintendo Co., Ltd.     5,811       2,150,809  
Square Enix Holdings Co., Ltd.     62,322       3,026,039  
Total Entertainment             14,925,177  
Household Durables - 1.6%                
Sony Corp. - ADR (b)     23,052       1,363,065  
Interactive Media & Services - 2.4%                
Gree, Inc.     437,534       1,990,906  
Leisure Products - 1.0%                
Bandai Namco Holdings, Inc.     6,581       409,620  
Sega Sammy Holdings, Inc.     27,677       387,030  
Total Leisure Products             796,650  
Total Japan             19,075,798  

 

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

30

ETFMG™ ETFs

 

ETFMG Video Game Tech ETF

 

Schedule of Investments

September 30, 2019 (Continued)


 

    Shares     Value  
Netherlands - 0.5%            
Entertainment - 0.5% (d)            
Funcom NV (a)(b)     230,763     $ 385,550  
                 
Norway - 0.6%                
Semiconductors & Semiconductor Equipment - 0.6%                
Nordic Semiconductor ASA (a)     82,225       460,940  
                 
Poland - 3.2%                
Entertainment - 3.2% (d)                
11 Bit Studios SA (a)     3,668       360,845  
CD Projekt SA     37,667       2,286,264  
Total Entertainment             2,647,109  
                 
Republic of Korea - 13.7%                
Entertainment - 12.9% (d)                
Com2uS Corp.     25,051       1,953,984  
Gravity Co., Ltd. - ADR     6,060       203,616  
NCSoft Corp.     5,228       2,277,129  
Neowiz (a)     32,724       422,678  
Netmarble Corp.     19,405       1,533,062  
Nexon GT Co., Ltd.     31,456       184,873  
NHN Corp. (a)     30,877       1,608,191  
Pearl Abyss Corp. (a)     10,951       1,812,731  
Webzen, Inc. (a)     27,833       395,570  
WeMade Entertainment Co., Ltd.     13,274       341,241  
Total Entertainment             10,733,075  
Hotels, Restaurants & Leisure - 0.4%                
ME2ON Co., Ltd. (a)     63,087       363,918  
Interactive Media & Services - 0.4%                
AfreecaTV Co., Ltd.     5,917       317,578  
Total Republic of Korea             11,414,571  
                 
Sweden - 5.8%                
Entertainment - 4.9% (d)                
G5 Entertainment AB     41,876       538,549  
Modern Times Group MTG - Class B     28,345       234,902  
Paradox Interactive AB     32,081       432,785  
Stillfront Group AB (a)     26,898       707,695  
Embracer Group AB (a)     86,394       2,130,877  
Total Entertainment             4,044,808  
Hotels, Restaurants & Leisure - 0.5%                
LeoVegas AB     111,980       410,993  
                 
Technology Hardware, Storage & Peripherals - 0.4%                
Tobii AB (a)     83,304       308,369  
Total Sweden             4,764,170  

 

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

31

ETFMG™ ETFs

 

ETFMG Video Game Tech ETF

 

Schedule of Investments  

September 30, 2019 (Continued)


 

    Shares     Value  
Switzerland - 0.4%            
Technology Hardware, Storage & Peripherals - 0.4%                
Logitech International SA (a)(b)     8,890     $ 362,179  
                 
Taiwan, Province of China - 4.7%                
Entertainment - 1.0% (d)                
Gamania Digital Entertainment Co., Ltd.     171,252       329,538  
Softstar Entertainment, Inc. (a)     123,835       471,000  
Total Entertainment             800,538  
Technology Hardware, Storage & Peripherals - 3.7%                
Acer, Inc.     542,259       311,116  
Asustek Computer, Inc.     48,627       323,663  
Micro-Star International Co., Ltd.     828,410       2,411,172  
Total Technology Hardware, Storage & Peripherals             3,045,951  
Total Taiwan, Province of China             3,846,489  
                 
United Kingdom - 2.6%                
Entertainment - 0.9% (d)                
Frontier Developments PLC (a)     20,261       253,602  
Team17 Group PLC (a)     118,408       476,800  
Total Entertainment             730,402  
IT Services - 1.7%                
Keywords Studios PLC     101,922       1,437,392  
Total United Kingdom             2,167,794  
                 
United States - 37.1%                
Communications Equipment - 0.4%                
Qualcomm, Inc.     4,819       367,593  
Entertainment - 11.3% (d)                
Bilibili, Inc. - ADR (a)(b)     144,934       2,046,468  
Changyou.com, Ltd. - ADR     103,787       985,977  
Glu Mobile, Inc. (a)     291,391       1,454,041  
iDreamSky Technology Holdings, Ltd. (a)     1,228,895       661,666  
NetEase, Inc. - ADR     1,244       331,128  
Sea, Ltd. - ADR (a)(b)     11,043       341,781  
Sciplay Corp. – Class A (a)(b)     153,922       1,646,965  
Zynga, Inc. - Class A (a)(b)     333,881       1,943,187  
Total Entertainment             9,411,213  
Household Durables - 0.8%                
Turtle Beach Corp. (a)(b)     36,224       422,734  
Vuzix Corp. (a)(b)     105,425       240,369  
Total Household Durables
            663,103  

 

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

32

ETFMG™ ETFs

 

ETFMG Video Game Tech ETF

 

Schedule of Investments  

September 30, 2019 (Continued) 


 

    Shares     Value  
Interactive Media & Services - 3.0%                
Alphabet, Inc. - Class C (a)     1,074     $ 1,309,206  
Momo, Inc. - ADR (b)     10,667       330,464  
SINA Corp. (a)     8,207       321,632  
Sohu.com, Ltd. - ADR (a)     23,969       243,525  
YY, Inc. - ADR (a)(b)     4,487       252,304  
Total Interactive Media             2,457,131  
Semiconductors & Semiconductor Equipment - 4.6%                
Advanced Micro Devices, Inc. (a)(b)     38,493       1,115,912  
Intel Corp.     25,304       1,303,915  
NVIDIA Corp.     8,081       1,406,660  
Total Semiconductors & Semiconductor Equipment             3,826,487  
Software - 10.6%                
Activision Blizzard, Inc.     45,341       2,399,446  
Cheetah Mobile, Inc. - ADR     87,617       313,669  
Electronic Arts, Inc. (a)     22,295       2,180,897  
Kingsoft Corp., Ltd.     149,265       316,900  
Microsoft Corp. (b)     8,825       1,226,940  
Take-Two Interactive Software, Inc. (a)     18,735       2,348,245  
Total Software             8,786,097  
Specialty Retail - 2.4%                
GameStop Corp. - Class A (b)     367,804       2,030,278  
Technology Hardware, Storage & Peripherals - 4.0%                
Apple, Inc.     6,064       1,358,154  
Immersion Corp. (a)     51,704       395,536  
Razer, Inc. (a)     7,949,507       1,531,540  
Total Technology Hardware, Storage & Peripherals             3,285,230  
Total United States             30,827,132  
TOTAL COMMON STOCKS (Cost $90,821,912)             82,252,745  

 

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

33

ETFMG™ ETFs

 

ETFMG Video Game Tech ETF

 

Schedule of Investments

September 30, 2019 (Continued) 


 

    Shares     Value  
SHORT-TERM INVESTMENTS - 0.8%                
Money Market Funds - 0.8%                
Invesco Advisers, Inc. STIT-Treasury Portfolio - Institutional Class, 1.79% (c)
    672,913     $ 672,913  
TOTAL SHORT-TERM INVESTMENTS (Cost $672,913)             672,913  
                 
INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING - 14.1%                
Mount Vernon Liquid Assets Portfolio, LLC, 2.13% (c)
    11,662,827       11,662,827  
TOTAL INVESTMENTS PURCHASED WITH PROCEEDS FROM                
SECURITIES LENDING COLLATERAL (Cost $11,662,827)             11,662,827  
                 
Total Investments (Cost $103,157,652) - 114.1%             94,588,485  
Liabilities in Excess of Other Assets - (14.1)%             (11,587,997 )
TOTAL NET ASSETS - 100.0%           $ 83,000,488  

 

Percentages are stated as a percent of net assets.

 

ADR American Depositary Receipt 


(a) Non-income producing security.

(b) All or a portion of this security was out on loan as of September 30, 2019.

(c) The rate quoted is the annualized seven-day yield at September 30, 2019.

(d) As of September 30, 2019, the Fund had a significant portion of its assets in the Entertainment Industry.

 

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

34

 

ETFMG™ ETFs

 

STATEMENTS OF ASSETS AND LIABILITIES

As of September 30, 2019




   

    ETFMG
Prime
Junior Silver
Miners ETF
   

ETFMG
Prime Cyber
Security ETF 

   

ETFMG
Prime
Mobile
Payments
ETF 

   

ETFMG
Drone
Economy Strategy
ETF 

   

ETFMG
Video Game
Tech ETF 

 
ASSETS                              
Investments in unaffiliated securities, at value*   $ 99,470,196     $ 1,620,974,644     $ 863,363,083     $ 43,567,074     $ 94,588,485  
Investments in affiliated securities, at value*     760,917       93,173,911                    
Cash                 1,276             41,428  
Foreign currency*           2,901,981       113,114              
Receivables:                                        
Dividends and interest receivable
    12,786       1,095,825       253,613       47,698       64,374  
Securities lending income receivable
          91,671       26,960       21,318       20,502  
Receivable for investments sold
          967,936       101,587       47,806        
Total Assets
    100,243,899       1,719,205,968       863,859,633       43,683,896       94,714,789  
                                         
LIABILITIES                                        
Collateral received for securities loaned (Note 7)           284,872,245       118,013,746       4,974,423       11,662,827  
Payables:                                        
Payable for investments purchased
    4,555       6,409,136       2,176,211       965,741        
Management fees payable
    61,241       724,210       472,149       23,528       51,474  
Foreign currency transactions
    59,530                          
Total Liabilities
    125,326       292,005,591       120,662,106       5,963,692       11,714,301  
Net Assets   $ 100,118,573     $ 1,427,200,377     $ 743,197,527     $ 37,720,204     $ 83,000,488  
                                         
NET ASSETS CONSIST OF:                                        
Paid-in Capital   $ 143,235,393     $ 1,676,945,072     $ 750,292,592     $ 41,548,013     $ 111,532,282  
Total Distributable Earnings     (43,116,820 )     (249,744,695 )     (7,095,065 )     (3,827,809 )     (28,531,794 )
Net Assets   $ 100,118,573     $ 1,427,200,377     $ 743,197,527     $ 37,720,204     $ 83,000,488  
                                         
*Identified Cost:                                        
                                         
Investments in unaffiliated securities   $ 104,317,188     $ 1,552,488,833     $ 844,670,654     $ 41,871,925     $ 103,157,652  
Investments in affiliated securities     678,006       138,691,829                    
Foreign currency           2,923,443       113,183       1,401        
                                         
Shares Outstanding^     10,600,000       38,100,000       15,950,000       1,050,000       2,000,000  
                                         
Net Asset Value, Offering and Redemption Price per Share   $ 9.45     $ 37.46     $ 46.60     $ 35.92     $ 41.50  

 

^ No par value, unlimited number of shares authorized

 

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

 

35

 

ETFMG™ ETFs

 

STATEMENTS OF OPERATIONS

For the Year ended September 30, 2019


  


   ETFMG
Prime
Junior
Silver
Miners ETF
     ETFMG
Prime Cyber
Security ETF
     ETFMG
Prime
Mobile

Payments
ETF

     ETFMG
Drone
Economy
Strategy
ETF
     ETFMG
Video Game
Tech ETF
 
INVESTMENT INCOME                                        
Income:                                        
Dividends from unaffiliated securities (net of foreign withholdings tax of $19,609, $169,651, $98.037, $9,372, $505)   $ 264,597     $ 10,759,126     $ 3,947,492     $ 482,682     $ 1,627,138  
                                         
Interest     15,041       293,768       58,850       5,438       11,091  
Securities lending income           1,276,523       231,303       134,078       264,350  
Total Investment Income     279,638       12,329,417       4,237,645       622,198       1,902,579  
                                         
Expenses:                                        
Management fees     399,578       9,358,249       3,915,639       295,708       723,717  
Total Expenses     399,578       9,358,249       3,915,639       295,708       723,717  
Net Investment Income (Loss)     (119,940 )     2,971,168       322,006       326,490       1,178,862  
                                         
REALIZED & UNREALIZED GAIN (LOSS) ON INVESTMENTS                                        
Net Realized Gain (Loss) on:                                        
Unaffiliated Investments     (10,623,395 )     (62,480,745 )     (31,403,720 )     (4,749,065 )     (18,695,086 )
Affiliated Investments     (46,488 )     (10,826,647 )                  
In-Kind redemptions     4,027,797       193,054,830       113,531,057       3,656,161       4,686,702  
Foreign currency and foreign currency translation     (15,755 )     (636,206 )     (114,610 )     (11,527 )     (55,708 )
Net Realized Gain (Loss) on Investments and In-Kind redemptions     (6,657,841 )     119,111,232       82,012,727       (1,104,431 )     (14,064,092 )
Net Change in Unrealized Appreciation (Depreciation) of:                                        
Unaffiliated Investments     10,809,901       (206,181,204 )     (58,807,027 )     (3,857,959 )     (3,032,385 )
Affiliated Investments     82,911       (48,380,658 )     (896,086 )            
Foreign currency and foreign currency translation     502       (15,976 )     1,389       (1,046 )     688  
Net change in Unrealized Appreciation (Depreciation) of Investments     10,893,314       (254,577,838 )     (59,701,724 )     (3,859,005 )     (3,031,697 )
Net Realized and Unrealized Gain (Loss) on Investments     4,235,473       (135,466,606 )     22,311,003       (4,963,436 )     (17,095,789 )
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS   $ 4,115,533     $ (132,495,438 )   $ 22,633,009     $ (4,636,946 )   $ (15,916,927 )

 

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

 

36

 

ETFMG Prime Junior Silver Miners ETF

 

STATEMENTS OF CHANGES IN NET ASSETS


 
    Year Ended
September 30, 2019
    Year Ended
September 30, 2018
 
OPERATIONS            
Net investment loss   $ (119,940 )   $ (170,013 )
Net realized loss on investments and In-Kind Redemptions     (6,657,841 )     (4,788,957 )
Net change in unrealized appreciation (depreciation) of
investments and foreign currency and foreign currency translation
    10,893,314       (12,032,384 )
Net increase (decrease) in net assets resulting from operations     4,115,533       (16,991,354 )
                 
DISTRIBUTIONS TO SHAREHOLDERS                
Total distributions from distributable earnings     (815,294 )      
                 
CAPITAL SHARE TRANSACTIONS                
Net increase in net assets derived from net change in outstanding shares     51,552,865       4,224,315  
Net increase (decrease) in net assets   $ 54,853,104     $ (12,767,039 )
                 
NET ASSETS                
Beginning of Year     45,265,469       58,032,508  
End of Year   $ 100,118,573     $ 45,265,469  

  

Summary of share transactions is as follows:

 

      Year Ended
September 30, 2019
    Year Ended
September 30, 2018
 
      Shares     Amount     Shares     Amount  
Shares Sold       7,000,000     $ 67,300,540       1,200,000     $ 13,405,115  
Shares Redeemed       (1,600,000 )     (15,747,675 )     (900,000 )     (9,180,800 )
Net Transactions in Fund Shares       5,400,000     $ 51,552,865       300,000     $ 4,224,315  
Beginning Shares       5,200,000               4,900,000          
Ending Shares       10,600,000               5,200,000          

  

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

  

37

 

ETFMG Prime Cyber Security ETF

 

STATEMENTS OF CHANGES IN NET ASSETS




 

    Year Ended
September 30, 2019
    Year Ended
September 30, 2018
 
OPERATIONS            
Net investment income   $ 2,971,168     $ 967,947  
Net realized gain on investments and In-Kind Redemptions     119,111,232       179,695,195  
Net change in unrealized appreciation (depreciation) of investments     (254,577,838 )     196,777,306  
Net increase (decrease) in net assets resulting from operations     (132,495,438 )     377,440,448  
                 
DISTRIBUTIONS TO SHAREHOLDERS                
Total distributions from distributable earnings
    (2,039,082 )     (125,955 )
                 
CAPITAL SHARE TRANSACTIONS                
Net increase (decrease) in net assets derived from net change in outstanding shares     (274,135,215 )     361,172,935  
Transaction Fees (See Note 1)     8,658       14,139  
Net increase (decrease) in net assets from capital share transactions     (274,126,557 )     361,187,074  
Total increase (decrease) in net assets   $ (408,661,077 )   $ 738,501,567  
                 
NET ASSETS                
Beginning of Year     1,835,861,454       1,097,359,887  
End of Year   $ 1,427,200,377     $ 1,835,861,454  

  

Summary of share transactions is as follows:

 

    Year Ended
September 30, 2019
    Year Ended
September 30, 2018
 
    Shares     Amount     Shares     Amount  
Shares Sold     11,550,000     $ 440,845,035       26,900,000     $ 997,959,795  
Transaction Fees (See Note 1)           8,658             14,139  
Shares Redeemed     (19,250,000 )     (714,980,250 )     (17,550,000 )     (636,786,860 )
Net Transactions in Fund Shares     (7,700,000 )   $ (274,126,557 )     9,350,000     $ 361,187,074  
Beginning Shares     45,800,000               36,450,000          
Ending Shares     38,100,000               45,800,000          

  

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

 

38

 

ETFMG Prime Mobile Payments ETF

 

STATEMENTS OF CHANGES IN NET ASSETS


    Year Ended
September 30, 2019
    Year Ended
September 30, 2018
 
OPERATIONS            
Net investment income   $ 322,006     $ 518,809  
Net realized gain on investments and In-Kind Redemptions     82,012,727       28,616,661  
Net change in unrealized appreciation (depreciation) of investments     (59,701,724 )     56,372,502  
Net increase in net assets resulting from operations     22,633,009       85,507,972  
                 
DISTRIBUTIONS TO SHAREHOLDERS                
Total distributions from distributable earnings
    (2,286,407 )     (61,070 )
                 
CAPITAL SHARE TRANSACTIONS                
Net increase in net assets derived from net change in outstanding shares     199,832,445       266,385,415  
Transaction Fees (See Note 1)     144,218       48,505  
Net increase in net assets from capital share transactions     199,976,663       266,433,920  
Total increase in net assets   $ 220,323,265     $ 351,880,822  
                 
NET ASSETS                
Beginning of Year     522,874,262       170,993,440  
End of Year   $ 743,197,527     $ 522,874,262  

  

Summary of share transactions is as follows:

 

    Year Ended     Year Ended  
    September 30, 2019     September 30, 2018  
    Shares     Amount     Shares     Amount  
Shares Sold     14,050,000     $ 645,140,560       9,200,000     $ 351,060,880  
Transaction Fees (See Note 1)           144,218             48,505  
Shares Redeemed     (10,300,000 )     (445,308,115 )     (2,250,000 )     (84,675,465 )
Net Transactions in Fund Shares     3,750,000     $ 199,976,663       6,950,000     $ 266,433,920  
Beginning Shares     12,200,000               5,250,000          
Ending Shares     15,950,000               12,200,000          

 

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

 

39

 

ETFMG Drone Economy Strategy ETF

 

STATEMENTS OF CHANGES IN NET ASSETS


    Year Ended
September 30, 2019
    Year Ended
September 30, 2018
 
OPERATIONS            
Net investment income   $ 326,490     $ 189,857  
Net realized gain (loss) on investments and In-Kind Redemptions     (1,104,431 )     3,991,077  
Net change in unrealized appreciation (depreciation) of investments     (3,859,005 )     4,505  
Net increase (decrease) in net assets resulting from operations     (4,636,946 )     4,185,439  
                 
DISTRIBUTIONS TO SHAREHOLDERS                
Total distributions from distributable earnings
    (326,484 )     (404,140 )
                 
CAPITAL SHARE TRANSACTIONS                
Net increase (decrease) in net assets derived from net change in outstanding shares     (8,088,245 )     9,035,745  
Transaction Fees (See Note 1)     1,012       5,629  
Net increase (decrease) in net assets from capital share transactions     (8,087,233 )     9,041,374  
Total increase (decrease) in net assets   $ (13,050,663 )   $ 12,822,673  
                 
NET ASSETS                
Beginning of Year     50,770,867       37,948,194  
End of Year   $ 37,720,204     $ 50,770,867  

 

Summary of share transactions is as follows:

 

    Year Ended
September 30, 2019
    Year Ended
September 30, 2018
 
    Shares     Amount     Shares     Amount  
Shares Sold     250,000     $ 8,965,040       700,000     $ 25,292,665  
Transaction Fees (See Note 1)           1,012             5,629  
Shares Redeemed     (500,000 )     (17,053,285 )     (450,000 )     (16,256,920 )
Net Transactions in Fund Shares     (250,000 )   $ (8,087,233 )     250,000     $ 9,041,374  
Beginning Shares     1,300,000               1,050,000          
Ending Shares     1,050,000               1,300,000          

 

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

 

40

 

ETFMG Video Game Tech ETF

 

STATEMENTS OF CHANGES IN NET ASSETS


   

Year Ended

September 30, 2019

    Year Ended
September 30, 2018
 
OPERATIONS            
Net investment income   $ 1,178,862     $ 1,420,708  
Net realized gain (loss) on investments and In-Kind Redemptions     (14,064,092 )     6,650,718  
Net change in unrealized depreciation of investments     (3,031,697 )     (8,639,103 )
Net decrease in net assets resulting from operations     (15,916,927 )     (567,677 )
                 
DISTRIBUTIONS TO SHAREHOLDERS                
Total distributions from distributable earnings
    (1,402,817 )     (1,401,544 )
                 
CAPITAL SHARE TRANSACTIONS                
Net increase (decrease) in net assets derived from net change in outstanding shares     (30,318,420 )     92,609,390  
Transaction Fees (See Note 1)     29,433       35,374  
Net increase (decrease) in net assets from capital share transactions     (30,288,987 )     92,644,764  
Net increase (decrease) in net assets   $ (47,608,731 )   $ 90,675,543  
                 
NET ASSETS                
Beginning of Year     130,609,219       39,933,676  
End of Year   $ 83,000,488     $ 130,609,219  

  

Summary of share transactions is as follows:

  

    Year Ended
September 30, 2019
    Year Ended
September 30, 2018
 
    Shares     Amount     Shares     Amount  
Shares Sold     350,000     $ 14,348,180       2,550,000     $ 127,750,900  
Transaction Fees (See Note 1)           29,433             35,374  
Shares Redeemed     (1,100,000 )     (44,666,600 )     (700,000 )     (35,141,510 )
Net Transactions in Fund Shares     (750,000 )   $ (30,288,987 )     1,850,000     $ 92,644,764  
Beginning Shares     2,750,000               900,000          
Ending Shares     2,000,000               2,750,000          

  

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

   

41

 

ETFMG Prime Junior Silver Miners ETF

 

FINANCIAL HIGHLIGHTS

For a capital share outstanding throughout the year




 

    Year Ended
September 30, 2019
    Year Ended
September 30, 2018
    Year Ended
September 30, 2017
    Year Ended
September 30, 2016
    Year Ended
September 30, 2015
 
                               
Net Asset Value, Beginning of Year   $ 8.70     $ 11.84     $ 15.57     $ 5.28     $ 10.00  
Income (Loss) from Investment Operations:                                        
Net investment (loss) 1     (0.02 )     (0.03 )     (0.06 )     (0.06 )     (0.03 )
Net realized and unrealized gain (loss) on investments     0.91       (3.11 )     (3.61 )     10.47       (4.69 )
Total from investment operations     0.89       (3.14 )     (3.67 )     10.41       (4.72 )
Less Distributions:                                        
Distributions from net investment income     (0.14 )           (0.06 )     (0.12 )      
Total distributions     (0.14 )           (0.06 )     (0.12 )      
Net asset value, end of year   $ 9.45     $ 8.70     $ 11.84     $ 15.57     $ 5.28  
Total Return     10.45 %     -26.50 %     -23.53 %     201.99 %     -47.20 %
                                         
Ratios/Supplemental Data:                                        
Net assets at end year (000’s)   $ 100,119     $ 45,265     $ 58,033     $ 77,065     $ 3,432  
                                         
Expenses to Average Net Assets before legal expense     0.69 %     0.69 %     0.69 %     0.69 %     0.69 %
Gross Expenses to Average Net Assets     0.69 %     0.69 %     0.72 %2     0.69 %     0.69 %
Net Investment Loss to Average Net Assets     -0.21 %     -0.32 %     -0.48 %     -0.45 %     -0.39 %
Portfolio Turnover Rate     34 %     36 %     69 %     33 %     55 %

 

1 Calculated based on average shares outstanding during the year.
2 The ratio of expenses to average net assets includes legal expense. See note 11 in the Notes to the Financial Statements.

 

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

42

ETFMG Prime Cyber Security ETF

 

FINANCIAL HIGHLIGHTS

For a capital share outstanding throughout the year/period




 

    Year Ended
September 30, 2019
    Year Ended
September 30, 2018
    Year Ended
September 30, 2017
    Year Ended
September 30, 2016
   

Period Ended
September 30, 20151

 
                               
Net Asset Value, Beginning of Year/Period   $ 40.08     $ 30.11     $ 27.91     $ 25.28     $ 25.00  
Income (Loss) from Investment Operations:                                        
Net investment income (loss) 2     0.07       0.03       (0.01 )     0.30       (0.05 )
Net realized and unrealized gain (loss) on investments     (2.64 )     9.94       2.34       2.52       0.33  
Total from investment operations
    (2.57 )     9.97       2.33       2.82       0.28  
Less Distributions:                                        
Distributions from net investment income     (0.05 )     (0.00 )3     (0.13 )     (0.19 )      
Total distributions     (0.05 )     (0.00 )3     (0.13 )     (0.19 )      
Net asset value, end of year/period   $ 37.46     $ 40.08     $ 30.11     $ 27.91     $ 25.28  
Total Return     -6.42 %     33.16 %     8.42 %     11.23 %     1.11 %4
                                         
Ratios/Supplemental Data:                                        
Net assets at end of year/period (000’s)   $ 1,427,200     $ 1,835,861     $ 1,097,360     $ 803,794     $ 1,059,125  
                                         
Expenses to Average Net Assets before legal expense     0.60 %     0.60 %     0.68 %     0.75 %     0.75 %5
Gross Expenses to Average Net Assets     0.60 %     0.60 %     0.72 %6     0.75 %     0.75 %5
Net Investment Income (Loss) to Average Net Assets     0.19 %     0.07 %     -0.03 %     1.21 %     -0.19 %5
Portfolio Turnover Rate     36 %     41 %     53 %     34 %     31 %4

 

1 Commencement of operations on November 11, 2014.
2 Calculated based on average shares outstanding during the year/period.
3 Per share amount is less than $0.01.
4 Not annualized.
5 Annualized.
6 The ratio of expenses to average net assets includes legal expense. See note 11 in the Notes to the Financial Statements.

 

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

43

 

ETFMG Prime Mobile Payments ETF

 

FINANCIAL HIGHLIGHTS 

For a capital share outstanding throughout the year/period


 

    Year Ended
September 30, 2019
   

Year Ended
September 30, 2018

    Year Ended
September 30, 2017
    Year Ended
September 30, 2016
    Period Ended
September 30, 20151
 
                               
Net Asset Value, Beginning of Year/Period   $ 42.86     $ 32.57     $ 24.96     $ 23.53     $ 25.00  
Income (Loss) from Investment Operations:                                        
Net investment income (loss) 2     0.03       0.07       0.03       0.15       (0.01 )
Net realized and unrealized gain (loss) on investments     3.93       10.22       7.60       1.39       (1.46 )
Total from investment operations     3.96       10.29       7.63       1.54       (1.47 )
Less Distributions:                                        
Distributions from net investment income     (0.05 )     (0.01 )     (0.02 )     (0.11 )      
Net realized gains     (0.18 )                        
Total distributions     (0.23 )     (0.01 )     (0.02 )     (0.11 )      
Capital Share Transactions:                                        
Transaction fees added to paid-in capital     0.01       0.01                      
Net asset value, end of year/period   $ 46.60     $ 42.86     $ 32.57     $ 24.96     $ 23.53  
Total Return     9.49 %     31.62 %     30.59 %     6.51 %     -5.86 %3
                                         
Ratios/Supplemental Data:                                        
Net assets at end year/period (000’s)   $ 743,198     $ 522,874     $ 170,993     $ 8,734     $ 4,707  
                                         
Expenses to Average Net Assets before legal expense     0.75 %     0.75 %     0.75 %     0.75 %     0.75 %4
Gross Expenses to Average Net Assets     0.75 %     0.75 %     0.80 %5     0.75 %     0.75 %4
Net Investment Income (Loss) to Average Net Assets     0.06 %     0.16 %     0.12 %     0.63 %     -0.23 %4
Portfolio Turnover Rate     28 %     16 %     31 %     32 %     8 %3

   

1 Commencement of operations on July 15, 2015.
2 Calculated based on average shares outstanding during the year/period.
3 Not annualized.
4 Annualized.
5 The ratio of expenses to average net assets includes legal expense. See note 11 in the Notes to the Financial Statements.

 

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

  

44

 

ETFMG Drone Economy Strategy ETF

 

FINANCIAL HIGHLIGHTS 

For a capital share outstanding throughout the year/period




 

    Year Ended
September 30, 2019
    Year Ended
September 30, 2018
    Year Ended
September 30, 2017
    Period Ended
September 30, 20161
 
                         
Net Asset Value, Beginning of Year/Period   $ 39.05     $ 36.14     $ 26.75     $ 25.00  
Income from Investment Operations:                                
Net investment income 2     0.28       0.15       0.27       0.11  
Net realized and unrealized gain (loss) on investments     (3.11 )     3.08       9.26       1.68  
Total from investment operations     (2.83 )     3.23       9.53       1.79  
Less Distributions:                                
Distributions from net investment income     (0.30 )     (0.13 )     (0.04 )     (0.04 )
Net realized gains           (0.19 )     (0.10 )      
Total distributions     (0.30 )     (0.32 )     (0.14 )     (0.04 )
Net asset value, end of year/period   $ 35.92     $ 39.05     $ 36.14     $ 26.75  
Total Return     -7.23 %     9.03 %     36.39 %     7.15 %3
                                 
Ratios/Supplemental Data:                                
Net assets at end of year/period (000’s)   $ 37,720     $ 50,771     $ 37,948     $ 6,686  
                                 
Expenses to Average Net Assets before legal expense     0.75 %     0.75 %     0.75 %     0.75 %4
Gross Expenses to Average Net Assets     0.75 %     0.75 %     0.79 %5     0.75 %4
Net Investment Income to Average Net Assets     0.83 %     0.42 %     0.87 %     0.68 %4
Portfolio Turnover Rate     38 %     42 %     21 %     13 %3

  

1 Commencement of operations on March 8, 2016.
2 Calculated based on average shares outstanding during the year/period.
3 Not annualized.
4 Annualized.
5 The ratio of expenses to average net assets includes legal expense. See note 11 in the Notes to the Financial Statements.

 

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

  

45

 

ETFMG Video Game Tech ETF

 

FINANCIAL HIGHLIGHTS

For a capital share outstanding throughout the year/period




 

   

Year Ended
September 30, 2019

    Year Ended
September 30, 2018
   

Year Ended
September 30, 2017

    Period Ended
September 30, 20161
 
                         
Net Asset Value, Beginning of Year/Period   $ 47.49       44.37     $ 32.90     $ 25.00  
Income from Investment Operations:                                
Net investment income 2     0.52       0.74       0.33       0.08  
Net realized and unrealized gain (loss) on investments     (5.87 )     2.98       11.71       7.82  
Total from investment operations     (5.35 )     3.72       12.04       7.90  
Less Distributions:                                
Distributions from net investment income     (0.65 )     (0.59 )     (0.18 )      
Net realized gains           (0.03 )     (0.39 )      
Total distributions     (0.65 )     (0.62 )     (0.57 )      
Capital Share Transactions:                                
Transaction fees added to paid-in capital     0.01       0.02              
Net asset at end of year/period   $ 41.50       47.49     $ 44.37     $ 32.90  
Total Return     -11.26 %     8.38 %     37.67 %     31.62 %3
                                 
Ratios/Supplemental Data:                                
Net assets at end of year/period (000’s)   $ 83,000     $ 130,609     $ 39,934     $ 6,581  
                                 
Expenses to Average Net Assets before legal expense     0.75 %     0.75 %     0.75 %     0.74 %4
Gross Expenses to Average Net Assets     0.75 %     0.75 %     0.82 %5     0.74 %4
Net Investment Income to Average Net Assets     1.22 %     1.48 %     0.86 %     0.44 %4
Portfolio Turnover Rate     38 %     42 %     49 %     10 %3

 

1 Commencement of operations on March 8, 2016.
2 Calculated based on average shares outstanding during the year/period.
3 Not annualized.
4 Annualized.
5 The ratio of expenses to average net assets includes legal expense. See note 11 in the Notes to the Financial Statements.

  

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

 

46

 

ETFMG™ ETFs

 

NOTES TO FINANCIAL STATEMENTS  

September 30, 2019


 

NOTE 1 – ORGANIZATION 

 

ETFMG Prime Junior Silver Miners ETF (“SILJ”), ETFMG Prime Cyber Security ETF (“HACK”), ETFMG Prime Mobile Payments ETF (“IPAY”), ETFMG Drone Economy Strategy ETF (“IFLY”), and ETFMG Video Game Tech ETF (“GAMR”) (each a “Fund”, or collectively the “Funds”) are series of ETF Managers Trust (the “Trust”), an open-end management investment company consisting of multiple investment series, organized as a Delaware statutory trust on July 1, 2009. The Trust is registered with the 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 (“Shares”) is registered under the Securities Act of 1933, as amended (the “Securities Act”). 

 

The following table is a summary of the Strategy Commencement Date and Strategy of the Funds: 

 

 

 

Fund Ticker

Strategy
Commencement

Date

 

 

Strategy

SILJ 8/1/2017

Seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of the Prime Junior Silver Miners & Explorers Index (“Prime Silver Index”).

HACK 8/1/2017

Seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield of the Prime Cyber Defense Index (“Prime Cyber Index”).

IPAY 8/1/2017

Seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of the Prime Mobile Payments Index (“Prime Mobile Index”). 

IFLY 3/8/2016 Seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of the Reality Shares Drone™ Index.
GAMR 3/8/2016

Seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of the EEFund Video Game Tech™ Index. 

 

The Funds each currently offer one class of shares, which have no front end sales load, no deferred sales charges, and no redemption fees. The Funds may issue an unlimited number of shares of beneficial interest, with no par value. All shares of each Fund have equal rights and privileges. 

 

Shares of the Funds are listed and traded on the NYSE Arca, Inc. Market prices for the Shares may be different from their net asset value (“NAV”). Each Fund issues and redeems Shares on a continuous basis at NAV only in blocks of 50,000 shares, called “Creation Units.” Creation Units are issued and redeemed principally in-kind for securities included in a specified Index. Once created, Shares generally trade in the secondary market at market prices that change throughout the day in quantities less than a Creation Unit. Except when aggregated in Creation Units, Shares are not redeemable securities of a Fund. Shares of a 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 nor have the resources to buy and sell whole Creation Units. Therefore, they are unable to purchase or redeem the Shares directly from a Fund. Rather, most retail investors may purchase Shares in the secondary market with the assistance of a broker and may be subject to customary brokerage commissions or fees.

 

47

 

ETFMG™ ETFs

 

NOTES TO FINANCIAL STATEMENTS

September 30, 2019 (Continued)


 

Authorized Participants transacting in Creation Units for cash may pay an additional variable charge to compensate the relevant Fund for certain transaction costs (i.e., brokerage costs) and market impact expenses relating to investing in portfolio securities. Such variable charges, if any, are included in “Transaction Fees” in the Statements of Changes in Net Assets. 

 

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES 

 

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”). 

 

The Fund follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board Accounting Standard Codification Topic 946 Financial Services – Investment Companies. 

 

The Fund may invest in certain other investment companies (underlying funds). For specific investments in underlying funds, please refer to the complete schedule of portfolio holdings on Form N-CSR(S) for this reporting period, which is filed with the U.S. Securities and Exchange Commission (SEC). For more information about the underlying Fund’s operations and policies, please refer to those Fund’s semiannual and annual reports, which are filed with the SEC. 

 


A. Security Valuation. Securities listed on a securities exchange, market or automated quotation system for which quotations are readily available (except for securities traded on NASDAQ), including securities traded over the counter, are valued at the last quoted sale price on the primary exchange or market (foreign or domestic) on which they are traded on the valuation date (or at approximately 4:00 pm Eastern Time if a security’s primary exchange is normally open at that time), or, if there is no such reported sale on the valuation date, at the most recent quoted bid price. For securities traded on NASDAQ, the NASDAQ Official Closing Price will be used.

  

Securities for which quotations are not readily available are valued at their respective fair values as determined in good faith by the 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 Funds’ Board. The use of fair value pricing by a Fund may cause the net asset value of its shares to differ significantly from the net asset value that would be calculated without regard to such considerations. As of September 30, 2019, the Funds did not hold any securities that were fair valued by the Board. 

 

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 valuation 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.

 

48

 

ETFMG™ ETFs

 

NOTES TO FINANCIAL STATEMENTS

September 30, 2019 (Continued)




 


Level 3 Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available; representing the Funds’ own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

  

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

 

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

 

The following is a summary of the inputs used to value the Funds’ net assets as of September 30, 2019:

 

SILJ 

Assets^   Level 1     Level 2     Level 3     Total  
Common Stocks   $ 96,683,283     $ 2,751,112     $     $ 99,434,395  
Rights           391,843             391,843  
Short Term Investments     404,875                   404,875  
Total Investments in Securities   $ 97,088,158     $ 3,142,955     $     $ 100,231,113  

  

HACK 

Assets^   Level 1     Level 2     Level 3     Total  
Common Stocks   $ 1,371,030,229     $ 41,221,752     $     $ 1,412,251,981  
Short Term Investments     17,024,329                   17,024,329  
Investments Purchased with Securities Lending Collateral*                       284,872,245  
Total Investments in Securities   $ 1,388,054,558     $ 41,221,752     $     $ 1,714,148,555  

  

IPAY 

Assets^   Level 1     Level 2     Level 3     Total  
Common Stocks   $ 741,163,544     $     $     $ 741,163,544  
Short Term Investments     4,185,793                   4,185,793  
Investments Purchased with Securities Lending Collateral*                       118,013,746  
Total Investments in Securities   $ 745,349,337     $     $     $ 863,363,083  

 

49

 

ETFMG™ ETFs

 

NOTES TO FINANCIAL STATEMENTS

September 30, 2019 (Continued)




 

IFLY                        
Assets^   Level 1     Level 2     Level 3     Total  
Common Stocks   $ 35,834,776     $ 1,628,363     $     $ 37,463,139  
Short Term Investments     1,129,512                   1,129,512  
Investments Purchased with Securities Lending Collateral*                       4,974,423  
Total Investments in Securities   $ 36,964,288     $ 1,628,363     $     $ 43,567,074  

 

GAMR 

Assets^   Level 1     Level 2     Level 3     Total  
Common Stocks   $ 76,275,380     $ 5,977,365     $     $ 82,252,745  
Short Term Investments     672,913                   672,913  
Investments Purchased with Securities Lending Collateral*                       11,662,827  
Total Investments in Securities   $ 76,948,293     $ 5,977,365     $     $ 94,588,485  

  

^ See Schedule of Investments for classifications by country and industry
* Certain investments that are measured at fair value used the net asset value per share (or its equivalent) practical expediant have not been categorized in the fair value hierarchy. The fair value amounts presented in the table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Schedules of Investments.

  


B. Federal Income Taxes. The Funds have each elected to be taxed as a “regulated investment company” and intend to distribute substantially all taxable income to their shareholders and otherwise comply with the provisions of the Internal Revenue Code applicable to regulated investment companies. Therefore, no provisions for federal income taxes or excise taxes have been made.

  

To avoid imposition of the excise tax applicable to regulated investment companies, each Fund intends to declare each year as dividends, in each calendar year, at least 98.0% of its net investment income (earned during the calendar year) and 98.2% of its net realized capital gains (earned during the twelve months ended October 31) plus undistributed amounts, if any, from prior years. 

 

Net capital losses incurred after October 31, within the taxable year are deemed to arise on the first business day of each Fund’s next taxable year.

 

Each Fund recognizes the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities. Each Fund has analyzed its tax position and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions expected to be taken in the Funds’ 2019 tax returns. The Funds identify their major tax jurisdictions as U.S. Federal, the State of New Jersey, and the State of Delaware; however the Funds are 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 twelve months.

 

50

 

ETFMG™ ETFs

 

NOTES TO FINANCIAL STATEMENTS

September 30, 2019 (Continued)


 

As of September 30, 2019, management has reviewed the tax positions for open periods (for Federal purposes, three years from the date of filing and for state purposes, four years from the date of filing), as applicable to the Funds, and has determined that no provision for income tax is required in the Funds’ financial statements. 

 


C. 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. Discounts/premiums on debt securities purchased are accreted/amortized over the life of the respective securities using the effective interest method. Dividend income is recorded on the ex-dividend date. Interest income is recorded on an accrual basis. Income, including gains, from investments in foreign securities received by the Funds may be subject to income, withholding or other taxes imposed by foreign countries.

 


D. Foreign Currency Translations and Transactions. The Funds may engage in foreign currency transactions. Foreign currency transactions are translated into U.S. dollars on the following basis: (i) market value of investment securities, assets and liabilities at the daily rates of exchange, and (ii) purchases and sales of investment securities, dividend and interest income and certain expenses at the rates of exchange prevailing on the respective dates of such transactions. For financial reporting purposes, the Funds do not isolate changes in the exchange rate of investment securities from the fluctuations arising from changes in the market prices of securities for unrealized gains and losses. However, for federal income tax purposes, the Funds do isolate and treat as ordinary income the effect of changes in foreign exchange rates on realized gains or losses from the sale of investment securities and payables and receivables arising from trade-date and settlement-date differences.

  


E. Distributions to Shareholders. Distributions to shareholders from net investment income are generally declared and paid by each of the Funds on a quarterly basis. Distributions to shareholders from realized gains on securities for each Fund normally are declared and paid on 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 at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

  


G. Share Valuation. The net asset value (“NAV”) per share of each 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 Funds’ shares will not be priced on the days on which the NYSE is closed for trading. For Authorized Participants, the offering and redemption price per share for the Funds are equal to the Funds’ respective net asset value 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 made against the Funds that have not yet occurred. However, based on experience, the Funds expect the risk of loss to be remote.

  

NOTE 3 – RISK FACTORS 

 

Investing in the Funds may involve certain risks, as discussed in the Funds’ prospectus, including, but not limited to, those described below. Any of these risks could cause an investor to lose money.

 

51

 

ETFMG™ ETFs

 

NOTES TO FINANCIAL STATEMENTS

September 30, 2019 (Continued)


  

Market Risk. Financial markets rise and fall in response to a variety of factors, sometimes rapidly and unpredictably. As with any investment whose performance is tied to these markets, the value of an investment in a Fund will fluctuate, which means that an investor could lose money over short or long periods. 

 

Investment Style Risk. The Funds are not actively managed. Therefore, the Funds follow the securities included in its respective index during upturns as well as downturns. Because of their indexing strategies, the Funds do not take steps to reduce market exposure or to lessen the effects of a declining market. In addition, because of the Funds’ expenses, the Funds’ performance may be below that of their respective index. 

 

Equity Risk. The prices of equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. In addition, equity markets tend to move in cycles which may cause stock prices to fall over short or extended periods of time. 

 

Securities Lending Risk. Securities lending involves the risk of loss of rights in, or delay in recovery of, the loaned securities if the borrower fails to return the security loaned or becomes insolvent.

  

Concentration Risk. To the extent that a Fund’s or an index’s portfolio is concentrated in the securities of issuers in a particular market, industry, group of industries, sector or asset class, the fund may be adversely affected by the performance of those securities, may be subject to increased price volatility and may be more vulnerable to adverse economic, market, political or regulatory occurrences affecting that market, industry, group of industries, sector or asset class.

  

NOTE 4 – COMMITMENTS AND OTHER RELATED PARTY TRANSACTIONS

 

ETF Managers Group, LLC (the “Advisor”), serves as the investment advisor to the Funds. Pursuant to an Investment Advisory Agreement (“Advisory Agreement”) between the Trust, on behalf of the Funds, and the Advisor, the Advisor 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 Advisor is also responsible for arranging transfer agency, custody, fund administration and accounting, and other non-distribution related services necessary for the Funds to operate.

 

Under the Investment Advisory Agreement the Advisor has overall responsibility for the general management and administration of the Funds and arranges for sub-advisory, transfer agency, custody, fund administration, securities lending, and all other non-distribution related services necessary for the Funds to operate. The Funds’ unitary fees are accrued daily and paid monthly. The Advisor bears the costs of all advisory and non-advisory services required to operate the Funds, in exchange for a single unitary fee at the following annual rates:

  

SILJ 0.69%
HACK 0.60%
IPAY 0.75%
IFLY 0.75%
GAMR 0.75%

 

The Advisor has an agreement with, and is dependent on, a third party to pay the Funds’ expenses in excess of the annual expense rates of each Funds’ average daily net assets. Additionally, under the Investment Advisory Agreement, the Advisor has agreed to pay all expenses of the Funds, except for: the fee paid to the Advisor pursuant to the Investment 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, and distribution (12b-1) fees and expenses (collectively, “Excluded Expenses”). The Sponsor provides marketing support for the Funds, including distributing marketing materials related to the Funds. The Advisor has entered into an agreement with ETFMG Financial, LLC (“the Sponsor”). The Sponsor provides marketing support for the Funds, including distributing marketing materials related to the Funds. Level ETF Ventures, LLC serves as the index provider for SILJ, HACK, IPAY, and GAMR. Reality Shares, LLC serves as the index provider for IFLY.

 

52

 

ETFMG™ ETFs

 

NOTES TO FINANCIAL STATEMENTS

September 30, 2019 (Continued)


 

U.S. Bancorp Fund Services, LLC doing business as U.S. Bank Global Fund Services (the “Administrator”) provides fund accounting, fund administration, and transfer agency services to the Funds. The Advisor compensates the Administrator for these services under an administration agreement between the two parties.

  

The Advisor pays each independent Trustee a quarterly fee for service to the Funds. Each Trustee is also reimbursed by the Advisor for all reasonable out-of-pocket expenses incurred in connection with his duties as Trustee, including travel and related expenses incurred in attending Board meetings.

  

NOTE 5 – DISTRIBUTION PLAN

  

The Funds have each adopted a Plan of Distribution pursuant to Rule 12b-1 under the 1940 Act. Under the Plan, each Fund may pay compensation to the Distributor or any other distributor or financial institution with which the Trust has an agreement with respect to each Fund, with the amount of such compensation not to exceed an annual rate of 0.25% of each Fund’s average daily net assets. During the year ended September 30, 2019, the Funds did not incur any 12b-1 expenses.

  

NOTE 6 – PURCHASES AND SALES OF SECURITIES

  

The costs of purchases and sales of securities, excluding short-term securities and in-kind transactions, during the year ended September 30, 2019:

 

      Purchases     Sales  
SILJ     $ 18,995,229     $ 19,141,558  
HACK       644,367,623       622,514,268  
IPAY       177,301,997       152,744,400  
IFLY       14,919,141       14,894,075  
GAMR       37,080,572       41,585,207  

  

The costs of purchases and sales of in-kind transactions associated with creations and redemptions during the year ended September 30, 2019: 

 

        Purchases
In-Kind
      Sales In-Kind  
                   
SILJ     $ 66,551,603     $ 15,664,100  
HACK       410,082,838       706,626,353  
IPAY       595,603,953       421,303,476  
IFLY       8,056,126       16,335,678  
GAMR       11,308,888       37,459,032  
                   
53

ETFMG™ ETFs

 

NOTES TO FINANCIAL STATEMENTS

September 30, 2019 (Continued)


 

Purchases in-kind are the aggregate of all in-kind purchases and sales in-kind are the aggregate of all in-kind sales. Net capital gains or losses resulting from in-kind redemptions are excluded from the Funds’ determination of taxable gains and are not distributed to shareholders.

  

There were no purchases or sales of U.S. Government obligations during the year ended September 30, 2019.

  

NOTE 7 – SECURITIES LENDING

  

The Funds, except for SILJ, may lend up to 33 1∕3% of the value of the securities in their portfolios to brokers, dealers and financial institutions (but not individuals) under terms of participation in a securities lending program administered by U.S. Bank N.A. (“the Custodian”). The securities lending agreement requires that loans are collateralized at all times in an amount equal to at least 102% of the value of any loaned securities at the time of the loan, plus accrued interest. The Funds receive compensation in the form of fees and earn interest on the cash collateral. The amount of fees depends on a number of factors including the type of security and length of the loan. The Funds continue to receive interest payments or dividends on the securities loaned during the borrowing period. Gain or loss on the fair value of securities loaned that may occur during the term of the loan will be for the account of the Funds. The Funds have the right under the terms of the securities lending agreement to recall the securities from the borrower on demand. During the year ended September 30, 2019, the Funds had loaned securities and received cash collateral for the loans. The cash collateral is invested by the Custodian in accordance with approved investment guidelines. Those guidelines require the cash collateral to be invested in readily marketable, high quality, short-term obligations; however, such investments are subject to risk of payment delays or default on the part of the issuer or counterparty or otherwise may not generate sufficient interest to support the costs associated with securities lending. The Funds could also experience delays in recovering their securities and possible loss of income or value if the borrower fails to return the borrowed securities, although the Fund is indemnified from this risk by contract with the securities lending agent.

  

As of the year ended September 30, 2019, the value of the securities on loan and payable for collateral due to broker were as follows:

  

Value of Securities on Loan Collateral Received

 

Fund

   

Values of

Securities on Loan

   

 Fund

Collateral
Received*

 
HACK     $ 281,465,786     $ 284,872,245  
IPAY       116,462,150       118,013,746  
IFLY       4,596,541       4,974,423  
GAMR       11,330,232       11,662,827  

 

* The cash collateral received was invested in the Mount Vernon Liquid Assets Portfolio as shown on the Schedule of Investments, a money market fund with an overnight and continuous maturity.

54

ETFMG™ ETFs

 

NOTES TO FINANCIAL STATEMENTS

September 30, 2019 (Continued)


 

NOTE 8 – FEDERAL INCOME TAXES 

 

The components of distributable earnings (losses) and cost basis of investments for federal income tax purposes at September 30, 2019 were as follows: 

 

      Cost     Gross
Unrealized
Appreciation
    Gross
Unrealized
Depreciation
    Net
Unrealized
Appreciation
(Depreciation)
 
SILJ     $ 117,382,850     $ 5,646,858     $ (22,798,595 )   $ (17,151,737 )
HACK       1,749,536,332       205,354,606       (240,742,383 )     (35,387,777 )
IPAY       859,972,547       39,313,020       (35,922,484 )     3,390,536  
IFLY       43,100,694       4,650,275       (4,183,895 )     466,380  
GAMR       108,068,315       8,434,786       (21,914,616 )     (13,479,830 )

 

The difference between the tax cost of investments and the cost of investments for GAAP purposes is primarily due to the tax treatment of wash sale losses.

 

As of September 30, 2019, the components of distributable earnings (loss) on a tax basis were as follows:

 

      Undistributed
Ordinary
Income
    Undistributed
Long-Term
Gain
    Total
Distributable
Earnings
    Other
Accumulated
Loss
    Total
Accumulated
Gain (Loss)
 
SILJ       1,429,166     $     $ 1,429,166     $ (27,394,249 )   $ (43,116,820 )
HACK       287,885             287,885       (214,644,803 )     (249,744,695 )
IPAY       207,319             207,319       (10,692,920 )     (7,095,065 )
IFLY       4,196             4,196       (4,298,385 )     (3,827,809 )
GAMR       293,255             293,255       (15,345,219 )     (28,531,794 )

 

The difference between the tax cost of investments and the cost of investments for GAAP purposes is primarily due to the tax treatment of wash sale losses.

  

As of September 30, 2019, the Funds had accumulated capital loss carryovers of: 

 

      Capital Loss
Carryforward
ST
    Capital Loss
Carryforward
LT
    Expires  
SILJ     $ (13,259,745 )   $ (14,134,394 )     Indefinite  
HACK       (117,867,305 )     (96,756,036 )     Indefinite  
IPAY       (3,677,255 )     (7,011,361 )     Indefinite  
IFLY       (662,548 )     (3,634,436 )     Indefinite  
GAMR       (8,192,239 )     (7,151,997 )     Indefinite  

 

Under current tax law, capital and currency losses realized after October 31 of a Fund’s fiscal year may be deferred and treated as occurring on the first business day of the following fiscal year for tax purposes. The following Funds had deferred post-October capital and currency losses, which will be treated as arising on the first business day of the year ending September 30, 2019.

55

ETFMG™ ETFs

 

NOTES TO FINANCIAL STATEMENTS

September 30, 2019 (Continued)


 
       

Late Year

Ordinary Loss

     

Post-October
Capital Loss 

 
SILJ     $     $  
HACK              
IPAY              
IFLY              
GAMR              

  

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 net asset value per share. For the fiscal year ended September 30, 2019, the following table shows the reclassifications made:

 

      Total
Distributable
Earnings/(Loss)
    Paid-In
Capital
 
SILJ     $ (1,934,408 )   $ 1,934,408  
HACK       (151,282,049 )     151,282,049  
IPAY       (105,161,737 )     105,161,737  
IFLY       (3,012,440 )     3,012,440  
GAMR       (1,718,561 )     1,718,561  

  

The tax character of distributions paid during the year ended September 30, 2019, and the year ended September 30, 2018 were as follows: 

 

      Year Ended
September 30, 2019
    Year Ended
September 30, 2018
 
        From
Ordinary
Income
      From
Capital
Gains
      From
Ordinary
Income
      From
Capital
Gains
 
SILJ     $ 815,294     $     $     $  
HACK       2,039,082             125,955        
IPAY       1,559,846       726,561       61,070        
IFLY       326,484             401,757       2,383  
GAMR       1,402,817             1,401,544        
56

ETFMG™ ETFs

 

NOTES TO FINANCIAL STATEMENTS

September 30, 2019 (Continued)


 

NOTE 9 – INVESTMENTS IN AFFILIATES

  

ETFMG Prime Junior Silver Miners ETF

  

ETFMG Prime Junior Silver Miners ETF owned 5% or more of the voting securities of the following company during the year ended September 30, 2019. Kootenay Silver, Inc, is deemed to be an affiliate of the Fund as of year ended September 30, 2019 as defined by the 1940 Act. Transactions during the period in this security were as follows:



 

Security Name   Value
September 30, 2018
    Purchases     Sales     Realized
Gain
(Loss)(1)
    Change in
Unrealized
Appreciation
(Depreciation)
    Dividend
Income
    Value
September 30, 2019
    Ending
Shares
 
Kootenay Silver, Inc.*     99,407       574,690       (44,883 )   $ (46,488 )   $ 178,190     $     $ 760,917       4,200,420  

  

*Affiliate as of September 30, 2019.

 

1 Realized Losses include transactions in affiliated investments and affiliated in-kind redemptions.

  

ETFMG Prime Cyber Security ETF

  

ETFMG Prime Cyber Security ETF owned 5% or more of the voting securities of the following companies during the year ended September 30, 2019. Secure Works Corp, Carbonite, Inc., and Tufin Software Technologies Ltd. are deemed to be affiliates of the Fund as defined by the 1940 Act as of the year ended September 30, 2019. Transactions during the period in these securities were as follows:

 

Security Name   Value
September 30, 2018
    Purchases     Sales     Realized
Gain
(Loss)(1)
    Change in
Unrealized
Appreciation
(Depreciation)
    Dividend
Income
    Value
September 30, 2019
    Ending
Shares
 
SecureWorks Corp *     13,790,470       8,412,422       (10,937,127 )   $ 1,853,777     $ (2,997,796 )   $     $ 10,121,746       782,811  
Carbonite, Inc *     58,116,701       46,412,334       (26,146,067 )     (10,294,957 )     (25,278,159 )           42,809,852       2,763,709  
Tufin Software                                                                
Technologies Ltd.*           68,647,993       (3,914,794 )     (2,385,466 )     (22,105,419 )           40,242,313       2,444,855  
Total     71,907,171       123,472,749       (40,997,988 )     (10,826,647 )     (50,381,373 )   $       93,173,911       5,991,375  

 

NOTE 10 – NEW ACCOUNTING PRONOUNCEMENTS 

 

In August 2018, FASB issued Accounting Standards Update (“ASU”) 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2019-13”). 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 ASU 2018-13 and has early adopted the relevant provisions of the disclosure framework.

  

NOTE 11 – LEGAL MATTERS

  

The Trust, a former and current trustee of the Trust, the Adviser and certain officers of the Adviser are defendants in an action filed May 2, 2017 in the Superior Court of New Jersey captioned PureShares, LLC d/b/a PureFunds et al. v. ETF Managers Group, LLC et al., Docket No. C-63-17. The PureShares action alleges claims based on disputes arising out of contractual relationships with the Adviser. The action seeks damages in unspecified amounts and injunctive relief based on breach of contract, wrongful termination, and several other theories. The matter is scheduled for trial in January 2020.

57

ETFMG™ ETFs

 

NOTES TO FINANCIAL STATEMENTS

September 30, 2019 (Continued) 


  

The Adviser, its parent, Exchange Traded Managers Group, LLC and its chief executive officer are defendants in a case filed on October 26, 2017 in the United States District Court for the Southern District of New York by NASDAQ, Inc. captioned Nasdaq, Inc. v. Exchange Traded Managers Group, LLC et al., Case 1:17-cv-08252. This action arises out of related facts and circumstances in the New Jersey litigation and asserts claims for breach of contract, wrongful termination and certain other theories with respect to the same exchange traded funds discussed above. The matter was the subject of a bench trial in the Southern District of New York in May 2019, with closing arguments held on July 10, 2019. The parties are now awaiting the decision of the court. While the Adviser cannot predict the outcome of this lawsuit, the Adviser believes that any judgement against it will not affect its ability to continue to act as investment adviser to the Funds. Management of the Trust and the Funds, after consultation with legal counsel, believes that the resolution of these matters will not have a material adverse effect on the Funds’ financial statements.

  

NOTE 12 – SUBSEQUENT EVENTS

  

In preparing these financial statements, the Funds have evaluated events and transactions for potential recognition or disclosure through the date the financial statements were issued. This evaluation did not result in any subsequent events that necessitated disclosures and/or adjustments to the Financial Statements.

58

ETFMG™ ETFs

 

Report of Independent Registered Public Accounting Firm

  

To the Board of Trustees of ETF Managers Trust 

and the Shareholders of ETFMG Prime Junior Silver ETF, ETFMG Prime Cyber Security ETF, ETFMG Prime Mobile Payments ETF, ETFMG Drone Economy Strategy ETF and ETFMG Video Game Tech ETF:

  

Opinion on the Financial Statements

  

We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of ETFMG Prime Junior Silver ETF, ETFMG Prime Cyber Security ETF, ETFMG Prime Mobile Payments ETF, ETFMG Drone Economy Strategy ETF and ETFMG Video Game Tech ETF (collectively the “Funds”) (certain of the Funds comprising ETF Managers Trust) as of September 30, 2019, the related statements of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended, and 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 Funds as of September 30, 2019, and the results of their operations for the year then ended, the changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

  

Basis for Opinion

  

These financial statements and financial highlights are the responsibility of the Funds’ management. Our responsibility is to express an opinion on these financial statements and financial highlights 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.

  

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Funds are not required to have, nor were we engaged to perform, an audit of their internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Funds’ internal control over financial reporting. Accordingly, we express no such opinion.

  

Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, 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 and financial highlights. 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 and financial highlights. Our procedures included confirmation of securities owned as of September 30, 2019 by correspondence with the custodian. We believe that our audits provide a reasonable basis for our opinion.

  

/s/WithumSmith+Brown, PC

 

We have served as the auditor of one or more series of the Trust since 2013.

 

New York, New York 

November 27, 2019

59

ETFMG™ ETFs

 

EXPENSE EXAMPLES 

Six Months Ended September 30, 2019 (Unaudited)

 

 

As a shareholder of ETFMG Prime Junior Silver Miners ETF, ETFMG Prime Cyber Security ETF, ETFMG Prime Mobile Payments ETF, ETFMG Drone Economy Strategy ETF, and ETFMG Video Game Tech ETF (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. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Funds and to compare these costs with the ongoing costs of investing in other funds. The examples are based on an investment of $1,000 invested at the beginning of the period and held for the six-month period (April 1, 2019 to September 30, 2019) for the Funds.

  

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.

60

ETFMG™ ETFs

 

EXPENSE EXAMPLES 

Six Months Ended September 30, 2019 (Unaudited) (Continued)


 
Fund Name   Beginning
Account Value
April 1, 2019
    Ending
Account Value
September 30, 2019
    Expenses Paid
During the Period ^
   

Annualized

Expense Ratio
During the
Period
April 1, 2019
to
September 30, 2019

 
ETFMG Prime Junior Silver Miners ETF                                
Actual   $ 1,000.00     $ 1,064.40     $ 3.57       0.69 %
Hypothetical (5% annual)     1,000.00       1,021.61       3.50       0.69 %
ETFMG Prime Cyber Security ETF                                
Actual     1,000.00       937.70       2.91       0.60 %
Hypothetical (5% annual)     1,000.00       1,022.06       3.04       0.60 %
ETFMG Prime Mobile Payments ETF                                
Actual     1,000.00       1,086.20       3.92       0.75 %
Hypothetical (5% annual)     1,000.00       1,021.31       3.80       0.75 %
ETFMG Drone Economy Strategy ETF                                
Actual     1,000.00       1,074.00       3.90       0.75 %
Hypothetical (5% annual)     1,000.00       1,021.31       3.80       0.75 %
ETFMG Video Game Tech ETF                                
Actual     1,000.00       945.60       3.66       0.75 %
Hypothetical (5% annual)     1,000.00       1,021.31       3.80       0.75 %

 

^ The dollar amounts shown as expenses paid during the period are equal to the annualized six-month expense ratio multiplied by the average account value during the period, multiplied by 183/365 (to reflect the one-half year period for the Funds).

 

61

ETFMG™ ETFs

 

Board of Trustees

 

 

Set forth below are the names, birth years, positions with the Trust, length of term of office, and the principal occupations and other directorships held during at least the last five years of each of the persons currently serving as a Trustee of the Trust, as well as information about each officer. The business address of each Trustee and officer is 30 Maple Street, 2nd Floor, Summit, New Jersey 07901. The SAI includes additional information about Fund directors and is available, without charge, upon request by calling 1-844-ETF-MGRS (1-844-383-6477).

 

 

 

 

 

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

Number of
Portfolios
in Fund
Complex
Overseen

By Trustee

Other
Directorships
Held by
Trustee
During Past 5

Years

Interested Trustee and Officers
Samuel Masucci, III (1962) Trustee, Chairman of the Board and President (since 2012); Secretary (since 2014)

Chief Executive Officer, Exchange Traded Managers Group LLC (since 2013); Chief Executive Officer, ETF Managers Group LLC (since 2016); Chief Executive Officer, ETF Managers Capital LLC (commodity pool operator) (since 2014); Chief Executive Officer (2012-2016) and Chief Compliance Officer (2012-2014), Factor Advisors, LLC (investment adviser); President and Chief Executive Officer, Factor Capital

Management LLC (2012-2014) (commodity pool operator);

8 None
John A. Flanagan, (1946) Treasurer (since 2015) President, John A. Flanagan CPA, LLC (accounting services) (since 2010); Treasurer, ETF Managers Trust (since 2015); Principal Financial Officer, ETF Managers Capital, LLC (commodity pool operator) (since 2015) n/a n/a

Reshma A.

Tanczos (1978)

Chief Compliance Officer (since 2016)

Chief Compliance Officer, ETF Managers Group LLC (since 2016); Chief Compliance Officer, ETF Managers Capital LLC (since

2016); Partner, Crow & Cushing (law firm) (2007-2016).

n/a n/a

* Mr. Masucci is an interested Trustee by virtue of his role as the Chief Executive Officer of the Adviser.

62

ETFMG™ ETFs

 

Board of Trustees (Continued)


  

 

 

 

 

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

Number of
Portfolios
in Fund
Complex

Overseen
By Trustee

 

 

Other
Directorships
Held by
Trustee

During Past 5
Years

Independent Trustees
Terry Loebs (1963) Trustee (since 2014)

Founder and Managing Member, Pulsenomics LLC (index product development and consulting firm) (since 2011); Managing Director,

MacroMarkets, LLC (exchange-traded products firm) (2006-2011).

8 None
Jared A. Chase (1955) Trustee (since 2018)

Chief Operating and Financial Officer, Root Capital (a 501(c)(3) non-profit lender); Chairman, State Street Global Alliance LLC, State Street Corporation (2007-2012); Head of Global Treasury, Liability Management, Money Markets & Derivatives, State Street Corporation

(2004-2007)

8 None
63

ETFMG™ ETFs

 

SUPPLEMENTARY INFORMATION 

September 30, 2019 (Unaudited)

 

 

NOTE 1 – FREQUENCY DISTRIBUTION OF PREMIUMS AND DISCOUNTS

  

Information regarding how often shares of each Fund traded on the Exchange at a price above (i.e., at a premium) or below (i.e., at a discount) the NAV is available on the Fund’s website at www.etfmgfunds.com.

 

NOTE 2 – FEDERAL TAX INFORMATION

  

Qualified Dividend Income/Dividends Received Deduction

  

For the fiscal year ended September 30, 2019, certain dividends paid by the Funds may be subject to a maximum tax rate of 15%, as provided for by the Jobs and Growth Tax Reconciliation Act of 2003. The percentage of dividends declared from ordinary income designated as qualified dividend income was as follows:

 

Fund Name Qualified Dividend Income
SILJ 24.52%
HACK 100.00%
IPAY 100.00%
IFLY 100.00%
GAMR 98.84%

  

For corporate shareholders, the percent of ordinary income distributions qualifying for the corporate dividends received deduction for the fiscal year ended September 30, 2019 was as follows:

 

Fund Name Dividends Received Deduction
SILJ 22.47%
HACK 100.00%
IPAY 85.17%
IFLY 82.39%
GAMR 19.58%

  

Short Term Capital Gain

 

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:

  

Fund Name Short-Term Capital Gain
SILJ 0.00%
HACK 0.00%
IPAY 68.95%
IFLY 0.00%
GAMR 0.00%

 

During the year ended September 30, 2019, the Funds did not declare any long-term realized gains distributions.

 

Pursuant to Section 853 of the Internal Revenue Code the Fund designated the following amounts as foreign taxes paid for the year ended September 30, 2019. Foreign taxes paid for purposes of Section 853 may be less than actual foreign taxes paid for financial statement purposes.

64

ETFMG™ ETFs 

 

SUPPLEMENTARY INFORMATION 

September 30, 2019 (Unaudited) (Continued)


 
                  Per Share        
Fund     Gross Foreign
Source Income
   

Foreign

Taxes
Passthrough

    Gross Foreign
Source Income
    Foreign Taxes
Passthrough
    Shares
Outstanding
at 9/30/19
 
GAMR     $ 1,456,586     $ 89,469     $ 0.72829292     $ 0.04473450       2,000,000  
SILJ       258,662       19,609       0.02440207       0.00184987       10,600,000  

 

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

  

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

  

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

  

NOTE 3 – INFORMATION ABOUT PORTFOLIO HOLDINGS

  

The Funds file their complete schedule of portfolio holdings for their first and third Fiscal quarters with the Securities and Exchange Commission (“SEC”) on Form N-Q or Part F of Form N-PORT. The Funds’ Form N-Q or Part F of Form N-PORT is available on the website of the SEC at www.sec.gov. Each Fund’s portfolio holdings are posted on their website at www.ETFMG.com daily.

  

NOTE 4 – INFORMATION ABOUT PROXY VOTING

  

A description of the policies and procedures the Funds use to determine how to vote proxies relating to portfolio securities is provided in the Statement of Additional Information (“SAI”). The SAI is available without charge upon request by calling toll-free at (877) 756-7873, by accessing the SEC’s website at www.sec.gov, or by accessing the Funds’ website at www.ETFMG.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 (877) 756-7873 or by accessing the SEC’s website at www.sec.gov.

  

Carefully consider the Fund’s investment objectives, risk factors, charges, and expenses before investing. This and additional information can be found in the Fund’s prospectus, which may be obtained by calling 1-844-ETF-MGRS (1-844-383-6477) or by visiting www.ETFMG.com. Read the prospectus carefully before investing.

 

65

ETFMG™ ETFs

 

ETF MANAGERS TRUST

 

Privacy Policy and Procedures 

 

ETF Managers Trust, (the “Trust”) has adopted the following privacy policies in order to safeguard the personal information of the Trust’s customers and consumers in accordance with Regulation S-P as promulgated by the U.S. Securities and Exchange Commission.

 

Trust officers are responsible for ensuring that the following policies and procedures are implemented:

 

1) The Trust is committed to protecting the confidentiality and security of the information they collect and will handle personal customer and consumer information only in accordance with Regulation S-P and any other applicable laws, rules and regulations1. The Trust will ensure: (a) the security and confidentiality of customer records and information; (b) that customer records and information are protected from any anticipated threats and hazards; and (c) that customer records and information are protected from unauthorized access or use.

 

2) The Trust conducts its business affairs through its trustees, officers and third parties that provide services pursuant to agreements with the Trust. The Trust has no employees. It is anticipated that the trustees and officers of the Trust who are not employees of service providers of the Trust will not have access to customer records and information in the performance of their normal responsibilities for the Trust.

 

3) The Trust may share customer information with its affiliates, subject to the customers’ right to prohibit such sharing.

 

4) The Trust may share customer information with unaffiliated third parties only in accordance with the requirements of Regulation S-P. Pursuant to this policy, the Trust will not share customer information with unaffiliated third parties other than as permitted by law, unless authorized to do so by the customer.

 

Consistent with these policies, the Trust has adopted the following procedures:

 

1) The Trust will determine that the policies and procedures of its affiliates and Service Providers are reasonably designed to safeguard customer information and only permit appropriate and authorized access to and use of customer information through the application of appropriate administrative, technical and physical protections.

 

2) The Trust will direct each of its Service Providers to adhere to the privacy policy of the Trust and to its privacy policies with respect to all customer information of the Trust and to take all actions reasonably necessary so that the Trust is in compliance with the provisions of Regulation S-P, including, as applicable, the development and delivery of privacy notices and the maintenance of appropriate and adequate records.

 

3) The Trust requires its Service Providers to provide periodic reports to the Trust’s Board of Trustees outlining their privacy policies and the implementation of such policies. Each Service Provider is required to promptly report to the Trust’s Board any material changes to its privacy policy before, or promptly after, the adoption of such changes

  


(1) Generally, the Funds have institutional clients which are not considered “customers” for purposes of regulation S-P.

66

Advisor

ETF Managers Group, LLC

30 Maple Street, Suite 2, Summit, NJ 07901

  

Distributor

ETFMG Financial, Inc.

30 Maple Street, Suite 2, Summit, NJ 07901

 

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 doing business as U.S. Bank Global Fund Services

615 East Michigan Street, Milwaukee, Wisconsin 53202

 

Securities Lending Agent

U.S Bank, National Association

Securities Lending

800 Nicolet Mall

Minneapolis, MN 55402-7020

 

Independent Registered Public Accounting Firm

WithumSmith + Brown, PC

1411 Broadway, 9th Floor, New York, NY 10018

  

Legal Counsel

Sullivan & Worcester LLP

1666 K Street NW, Washington, DC 20006


 

 

 

Annual Report 

September 30, 2019

 

ETFMG Alternative Harvest ETF

 

Ticker: MJ

 

Beginning on January l, 2021, as permitted by regulations adopted by the SEC, paper copies of the Fund’s shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the Fund’s 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 Fund reports in paper free of charge. Please contact your financial intermediary to inform them that you wish to continue receiving paper copies of Fund shareholder reports and for details about whether your election to receive reports in paper will apply to all funds held with your financial intermediary.

 




 

 

The fund is a series of ETF Managers Trust.

 


 

ETFMG Alternative Harvest ETF

 

TABLE OF CONTENTS
September 30, 2019


 

  Page
Shareholders’  Letter 2
   
Growth of $10,000 Investment 4
   
Top Ten Holdings 4
   
Important Disclosures and Key Risk Factors 5
   
Portfolio Allocations 6
   
Schedule of Investments 7
   
Statement of Assets and Liabilities 9
   
Statement of Operations 10
   
Statements of Changes in Net Assets 11
   
Financial Highlights 12
   
Notes to the Financial Statements 13
   
Report of Independent Registered Public Accounting Firm 22
   
Expense Example 23
   
Supplementary Information 24
   
Information About Portfolio Holdings 24
   
Information About Proxy Voting 24
   
Trustees and Officers Table 25
   
Privacy Policy 27
1

 

ETFMG Alternative Harvest ETF

 

Dear Shareholder,

 

On behalf of the entire team, we want to express our appreciation for the confidence you have placed in the ETFMG Alternative Harvest Exchange-Traded Fund (“MJ” or the “Fund”). The following information pertains to the fiscal period from October 1, 2018 to September 30, 2019.

 

The Fund seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of the Prime Alternative Harvest Index (the “Index”).

 

Over the period, the total return for the Fund was - 45.60%, while the total return for the Index was -47.21%. The best performers on the basis of contribution to return were Cronos, Scotts Miracle Gro, and Canopy Growth, while the worst performers were Tilray, CannTrust, and Aurora Cannabis.

 

We thank you for your interest in the Fund. You can find further details about MJ by visiting www.etfmg.com, or by calling 1-844-ETF-MGRS (1-844-383-6477).

 

Sincerely,

 

 

 

Samuel Masucci III
Chairman of the Board

2

 

ETFMG Alternative Harvest ETF

PORTFOLIO REVIEW (Unaudited)

September 30, 2019

 

The Fund’s performance figures* for the periods ended September 30, 2019, as compared to its benchmarks:

 

  One Year Annualized
Three Year
Annualized
Since Inception** -
September 30, 2019
ETFMG Alternative Harvest ETF - NAV (45.60)% (5.08)% 1.48%
ETFMG Alternative Harvest ETF - Market      
Price (46.12)% (5.98)% 0.42%
S&P 500 Index *** (1) 4.25% 13.39% 12.52%
Prime Alternative Harvest Index **** (1) (47.21)% (3.40)% 2.88%
Total Fund Operating Expenses (2)     0.75%

 


* The Fund’s past performance does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The returns shown do not reflect the deduction of taxes a shareholder would pay on Fund distributions or the redemption of the Fund shares. Current performance of the Fund may be lower or higher than the performance quoted. Returns are calculated using the traded Net Asset Value “NAV” on September 30, 2019. Performance data current to the most recent month end may be obtained by visiting www.etfmj.com or by calling 1-844-383-6477.

 

The Fund’s per share NAV is the value of one share of the Fund as calculated in accordance with the standard formula for valuing shares. The NAV return is based on the NAV of the Fund and the market return is based on the market price per share of the Fund. The price used to calculate market return (“Market Price”) is determined by using the midpoint between the highest bid and the lowest offer on the primary stock exchange on which shares of the Fund are listed for trading, as of the time that the Fund’s NAV is calculated. Market and NAV returns assume that dividends and capital gain distributions have been reinvested in the Fund at Market Price and NAV, respectively. The Fund’s total annual operating expenses are 0.75% per the January 31, 2019 prospectus. Please see the Financial Highlights for a more recent expense ratio.

 


** As of the close of business on the day of commencement of trading on December 3, 2015.

*** The S&P 500 Index is a widely accepted, unmanaged index of U.S. stock market performance which does not take into account charges, fees and other expenses.

**** The Prime Alternative Harvest Index has been created to provide investors with a product that enables them to take advantage of both event-driven news and long-term trends in the cannabis industry as well as the industries likely to be influenced by the medicinal and recreational cannabis legalization initiatives taking place in many locations globally.

  


(1) The return reflects the actual performance through September 30, 2019 (the last day of the New York Stock Exchange was open) to maintain consistency with the Fund’s net asset value calculations used for shareholder transactions.

(2) The expense ratio is taken from the Fund’s most recent prospectus dated January 31, 2019.
3

 

Comparison of the Change in Value of a $10,000 Investment

 

 

 

Top Ten Holdings *

 


  Security   % of Total
Investments †
1     Aurora Cannabis, Inc   7.9 %
2     Canopy Growth Corp.   7.7 %
3     GW Pharmaceuticals PLC   7.7 %
4     Cronos Group, Inc.   7.5 %
5     Tilray, Inc.   6.4 %
6     HEXO CORP.   4.8 %
7     Aphria, Inc.   4.5 %
8     Corbus Pharmaceuticals Holdings, Inc.   4.3 %
9     Green Organic Dutchman Holdings Ltd.   3.7 %
10     22nd Century Group., Inc.   3.5 %
      Top Ten Holdings of Total Investments†   58.0 %

 

* Current Fund holdings may not be indicative of future Fund holdings.

† Percentage of total investments less cash.

4

 

ETFMG Alternative Harvest ETF

 

September 30, 2019




 

Important Disclosures and Key Risk Factors

 

Investing involves risk, including the possible loss of principal. Shares of any 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. Narrowly focused investments typically exhibit higher volatility.

 

This is not a complete list of risks that may affect the Fund. For additional information concerning the risks applicable to the Fund, please see the Fund’s prospectus.

 

The possession and use of marijuana, even for medical purposes, is illegal under federal and certain states’ laws, which may negatively impact the value of the Fund’s investments. Use of marijuana is regulated by both the federal government and state governments, and state and federal laws regarding marijuana often conflict. Even in those states in which the use of marijuana has been legalized, its possession and use remains a violation of federal law. Federal law criminalizing the use of marijuana pre-empts state laws that legalizes its use for medicinal and recreational purposes. Cannabis companies and pharmaceutical companies may never be able to legally produce and sell products in the United States or other national or local jurisdictions.

 

The Fund’s investments will be concentrated in an industry or group of industries to the extent that the Index is so concentrated. In such event, the value of the Fund’s shares may rise and fall more than the value of shares of a fund that invests in securities of companies in a broader range of industries.

 

The consumer staples sector may be affected by the permissibility of using various product components and production methods, marketing campaigns and other factors affecting consumer demand. Tobacco companies, in particular, may be adversely affected by new laws, regulations and litigation. The consumer staples sector may also be adversely affected by changes or trends in commodity prices, which may be influenced or characterized by unpredictable factors.

 

ETF shares are not individually redeemable and owners of the shares may acquire those shares from the Fund and tender those shares for redemption to the Fund in Creation Units only and Redemption Units only, typically consisting of aggregations of 50,000 shares.

5

  

ETFMG Alternative Harvest ETF

 

PORTFOLIO ALLOCATIONS

As of September 30, 2019




 

    ETFMG
Alternative
Harvest ETF
As a percent of Net Assets:  
Canada   54.4 %
United States   26.4 %
United Kingdom   11.2 %
Sweden   2.1 %
Japan   2.0 %
Italy   1.8 %
Mexico   0.0 ^ 
Short-Term and other Net Assets (Liabilities)   2.1 %
    100.0 %

 

^ Less than 0.05%.

6

 

ETFMG Alternative Harvest ETF

 

Schedule of Investments

September 30, 2019




 

    Shares     Value  
COMMON STOCKS – 97.9%                
Canada – 54.4%                
Investment Companies - 8.3%                
Canopy Rivers, Inc. (a)     4,768,853     $ 7,811,006  
Cronos Group, Inc. (a) ^     6,463,066       58,490,747  
Total Investment Companies             66,301,753  
Pharmaceuticals - 46.1%                
Aphria, Inc. (a) ^     6,859,184       35,608,528  
Aurora Cannabis, Inc. (a) ^     14,063,361       61,738,155  
Auxly Cannabis Group, Inc. (a)     6,975,161       4,106,597  
CannTrust Holdings, Inc. (a) ^     18,881,815       21,147,633  
Canopy Growth Corp. (a) ^     2,637,499       60,477,852  
Emerald Health Therapeutics, Inc. (a)     6,607,947       6,484,003  
Green Organic Dutchman Holdings Ltd. (a) ^     19,142,612       29,331,247  
HEXO Corp. (a) ^     9,409,470       37,253,229  
Khiron Life Sciences Corp. (a)     5,256,675       4,761,301  
MediPharm Labs Corp. (a)     5,598,551       16,058,040  
Organigram Holdings, Inc. (a) ^     7,347,228       25,274,464  
PharmaCielo Ltd. (a)     1,188,350       4,601,453  
Supreme Cannabis Co., Inc. (a)     5,867,569       5,137,472  
The Flowr Corp.. (a)     1,165,172       2,409,761  
Tilray, Inc. (a) ^     2,038,992       50,444,662  
Village Farms International, Inc. (a) ^     466,700       4,223,635  
Total Pharmaceuticals             369,058,032  
Total Canada             435,359,785  
                 
Italy - 1.8%                
Machinery - 1.8%                
Gima TT SpA     1,838,181       14,645,775  
                 
Japan - 2.0%                
Tobacco - 2.0%                
Japan Tobacco, Inc.     719,587       15,746,061  
                 
Mexico - 0.00%                
Construction & Engineering - 0.00%                
Empresas ICA SAB de CV (a)(b)     155,893        
                 
Sweden - 2.1%                
Tobacco - 2.1%                
Swedish Match AB     410,147       16,961,601  
                 
United Kingdom - 11.2%                
Pharmaceuticals - 7.5%                
GW Pharmaceuticals PLC - ADR (a)     522,419       60,093,858  
Tobacco - 3.7%                
British American Tobacco PLC     421,130       15,572,850  
Imperial Brands PLC     618,317       13,898,924  
Total Tobacco             29,471,774  
Total United Kingdom             89,565,632  

 

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

7

 

ETFMG Alternative Harvest ETF

 

Schedule of Investments

September 30, 2019 (Continued) 


  

    Shares     Value  
             
United States - 26.4%                
Biotechnology - 9.8%                
Arena Pharmaceuticals, Inc. (a)     261,171     $ 11,953,797  
Cara Therapeutics, Inc. (a)     711,411       13,004,593  
Corbus Pharmaceuticals Holdings, Inc. (a)     6,889,360       33,551,183  
Zynerba Pharmaceuticals Inc. (a) ^     2,679,457       20,256,695  
Total Biotechnology             78,766,268  
Chemicals - 1.9%                
Scotts Miracle-Gro Co.     149,420       15,213,944  
Paper & Forest Products - 2.3%                
Schweitzer-Mauduit International, Inc.     486,135       18,200,894  
Tobacco - 12.4%                
22nd Century Group, Inc. (a) ^     11,970,488       27,053,303  
Altria Group, Inc.     340,293       13,917,984  
Philip Morris International, Inc.     197,603       15,003,996  
Turning Point Brands, Inc.     437,206       10,081,970  
Universal Corp.     276,025       15,128,930  
Vector Group Ltd.     1,540,268       18,344,587  
Total Tobacco             99,530,770  
Total United States             211,711,876  
TOTAL COMMON STOCKS (Cost $1,146,546,139)             783,990,730  
                 
COLLATERAL FOR SECURITIES LOANED – 31.7% +
Stock Loan Cash Collateral – 31.7%
               
Stock Loan Cash Collateral (Cost $253,544,706)             253,544,706  
                 
Total Investments (Cost $1,400,090,845) – 129.6%           $ 1,037,535,436  
Liabilities in Excess of Other Assets - (29.6)%             (236,578,034 )
NET ASSETS - 100.0%           $ 800,957,402  

 

Percentages are stated as a percent of net assets.

 

AB - Aktiebolag

ADR - American Depositary Receipt

PLC - Public Limited Company

 

(a) Non-income producing security.

(b) Includes a security that is categorized as Level 3 per the Trust’s fair value hierachy. This security represents $0 or 0.00% of the Fund’s net assets and is classified as a Level 3 security.

 


+ Total cash collateral has a value of $253,544,706 as of September 30, 2019.

^ All or a portion of this security is out on loan as of September 30, 2019. Total value of securities out on loan is $253,544,706.

 

The Global Industry Classification Standard (GICS®) was developed by and/or is the exclusive property of MSCI, Inc. and Standard & Poor’s Financial Services LLC (“S&P”). GICS® is a service mark of MSCI, Inc. and S&P,

 

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

8

 

ETFMG Alternative Harvest ETF

 

STATEMENT OF ASSETS AND LIABILITIES
As of September 30, 2019


  

ASSETS      
Investments in securities, at value*   $ 1,037,535,436  
Cash     12,649,560  
Receivables:        
Foreign Cash     200,772  
Securities lending income receivable     4,085,713  
Dividends and interest receivable     743,561  
TOTAL ASSETS     1,055,215,042  
         
LIABILITIES        
Collateral received for securities loaned (Note 7)     253,544,706  
Payables:        
Payable for investments purchased     206,532  
Management fees payable     506,402  
TOTAL LIABILITIES     254,257,640  
NET ASSETS   $ 800,957,402  
         
NET ASSETS CONSIST OF:        
Paid in capital   $ 1,445,971,079  
Total accumulated deficit     (645,013,677 )
NET ASSETS   $ 800,957,402  
         
*Identified Cost:        
Investments in securities   $ 1,400,090,845  
         
NET ASSET VALUE PER SHARE:        
Net Assets   $ 800,957,402  
Shares of beneficial interest outstanding ($0 par value, unlimited shares authorized)     38,450,000  
Net asset value (Net Assets ÷ Shares Outstanding)   $ 20.83  

 

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

9

 

ETFMG Alternative Harvest ETF

 

STATEMENT OF OPERATIONS
Year Ended September 30, 2019


  

INVESTMENT INCOME      
Dividends (Net of Foreign tax withholdings of $401,808)   $ 11,389,227  
Securities Lending Income     26,866,312  
TOTAL INVESTMENT INCOME     38,255,539  
         
EXPENSES        
Management fees     7,155,476  
TOTAL EXPENSES     7,155,476  
NET INVESTMENT INCOME     31,100,063  
         
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS        
Net realized gain/(loss) on:        
In-kind redemptions     115,241,844  
Investments     (238,611,691 )
Foreign currency transactions     (1,194,336 )
      (124,564,183 )
         
Net change in unrealized appreciation (depreciation) on:        
Investments     (487,870,480 )
Foreign currency translations     757,591  
      (487,112,889 )
         
NET REALIZED AND UNREALIZED LOSS ON INVESTMENTS     (611,677,072 )
         
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS   $ (580,577,009 )

 

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

10

 

ETFMG Alternative Harvest ETF

 

STATEMENTS OF CHANGES IN NET ASSETS


  

    Year Ended
September 30, 2019
    Year Ended
September 30, 2018
 
FROM OPERATIONS                
Net investment income   $ 31,100,063     $ 3,481,427  
Net realized loss on investments and foreign currency transactions     (124,564,183 )     (58,906,465 )
Net change in unrealized appreciation (depreciation) on investments and foreign currency transactions     (487,112,889 )     123,759,815  
Net increase (decrease) in net assets resulting from operations     (580,577,009 )     68,334,777  
                 
DISTRIBUTIONS TO SHAREHOLDERS                
Total distributions paid: *     (30,165,500 )      
From net investment income           (2,416,185 )
From net realized gains           (40,848 )
Net decrease in net assets resulting from distributions to shareholders     (30,165,500 )     (2,457,033 )
                 
FROM SHARES OF BENEFICIAL INTEREST                
Proceeds from shares sold     1,088,901,300       666,343,766  
Cost of shares redeemed     (357,641,447 )     (58,977,855 )
Transaction Fees (Note 1)     880,806       44,190  
Net increase in net assets resulting from shares of beneficial interest     732,140,659       607,410,101  
                 
TOTAL INCREASE IN NET ASSETS     121,398,150       673,287,845  
                 
NET ASSETS                
Beginning of Year     679,559,252       6,271,407  
End of Year   $ 800,957,402     $ 679,559,252  
                 
SHARE ACTIVITY                
Shares Sold     32,250,000       19,000,000  
Shares Redeemed     (10,900,000 )     (2,100,000 )
Net increase in shares of beneficial interest outstanding     21,350,000       16,900,000  
Beginning Shares     17,100,000       200,000  
Ending Shares     38,450,000       17,100,000  

 


* Distributions from net investment income and net realized capital gains are combined for the year ended September 30, 2019. See “Recent Accounting Pronouncements and Reporting Updates” in the Notes to Financial Statements for more information. The distributions to shareholders for the year ended September 30, 2018 have not been reclassified to conform to the current year presentation.

 

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

11

 

ETFMG Alternative Harvest ETF

 

FINANCIAL HIGHLIGHTS

For a capital share outstanding throughout the period/year


 

    Year Ended
September 30, 2019
    Year Ended
September 30, 2018
    Year Ended
September 30, 2017
    Period Ended
September 30, 2016 (1)
 
Net asset value, beginning of period   $ 39.74     $ 31.36     $ 29.64     $ 25.00  
                                 
Activity from investment operations:                                
Net investment income (2)     1.02       0.37       0.57       0.98  
Net realized and unrealized gain (loss) on investments     (18.96 )     8.95       4.42       4.59  
Total from investment operations     (17.94 )     9.32       4.99       5.57  
                                 
Less distributions from:                                
Net investment income     (0.97 )     (0.74 )     (2.56 )     (0.93 )
Net realized gains           (0.20 )     (0.71 )      
Total distributions     (0.97 )     (0.94 )     (3.27 )     (0.93 )
                                 
Net asset value, end of period   $ 20.83     $ 39.74     $ 31.36     $ 29.64  
                                 
Total return (4)(5)     (45.60 )%     33.85 %     20.23 %     22.63 %(7)
                                 
Net assets, at end of period (000s)   $ 800,957     $ 679,559     $ 6,271     $ 2,964  
                                 
Ratio of net expenses to average net assets (6)     0.75 %     0.75 %     0.79 %     0.79 %
Ratio of net investment income to average net assets (6)     3.26 %     1.18 %     1.98 %     5.88 %
                                 
Portfolio Turnover Rate (3)     71 %     97 %     44 %     44 %(7)

 


(1) Commencement of operations on December 2, 2015.

(2) Per share amounts calculated using the average shares method.

(3) Portfolio turnover rate excludes portfolio securities received or delivered as a result of processing capital share transactions in Creation Units.

(4) Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of the period. Distributions are assumed, for the purpose of this calculation, to be reinvested at the ex-dividend date net asset value per share on their respective payment dates.

(5) Includes adjustments in accordance with accounting principles generally accepted in the United States and, consequently, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset values and returns for shareholder transactions.

(6) Annualized for periods less than one year.

(7) Not annualized.
 

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

12

 

ETFMG Alternative Harvest ETF

 

NOTES TO FINANCIAL STATEMENTS
September 30, 2019

 

 


1. ORGANIZATION

 

ETFMG Alternative Harvest ETF (the “Fund”) is a series of ETF Managers Trust (the “Trust”), an open-end management investment company consisting of multiple investment series, organized as a Delaware statutory trust on July 1, 2009. The Trust is registered with the 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 Fund’s shares (“Shares”) is registered under the Securities Act of 1933, as amended (the “Securities Act”). The Fund seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of the Prime Alternative Harvest Index (the “Index”). The Fund commenced operations on December 2, 2015 as the Tierra XP Latin America Real Estate ETF.

 

Effective December 26, 2017, the Board of Trustees of the Trust approved the following changes to the Fund: a) The Fund’s name was changed to the ETFMG Alternative Harvest ETF; b) the Fund’s underlying index, the Solactive Latin America Real Estate Index, was replaced with the Prime Alternative Harvest Index; c) The Fund’s investment objective was changed to the following: “The ETFMG Alternative Harvest ETF seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of the Prime Alternative Harvest Index” (the “New Index”); and d) the non-fundamental policy that, under normal circumstances, the Fund will not invest less than 80% of its net assets, plus the amount of any borrowings for investment purposes, in securities of real estate related companies in Latin America was eliminated.

 

The Fund currently offers one class of shares, which has no front end sales load, no deferred sales charges, and no redemption fees. The Fund may issue an unlimited number of shares of beneficial interest, with no par value. All shares of the Fund have equal rights and privileges.

 

Shares of the Fund are listed and traded on the NYSE Arca, Inc. 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 only in blocks of 50,000 shares, called “Creation Units.” Creation Units are issued and redeemed principally in-kind for securities included in the Index. Once created, Shares generally trade in the secondary market at market prices that change throughout the day in quantities 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 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 nor 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.

 

Authorized Participants transacting in Creation Units for cash may pay an additional variable charge to compensate the Fund for certain transaction costs (i.e., brokerage costs) and market impact expenses relating to investing in portfolio securities. Such variable charges are included in “Transaction Fees” in the Statement of Changes in Net Assets.

 


2. SIGNIFICANT ACCOUNTING POLICIES

 

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 (“U.S. GAAP”).

13

 

ETFMG Alternative Harvest ETF

 

NOTES TO FINANCIAL STATEMENTS
September 30, 2019 (Continued)


  

The Fund follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board Accounting Standard Codification Topic 946 Financial Services – Investment Companies.

 

The Fund may invest in certain other investment companies (underlying funds). For specific investments in underlying funds, please refer to the complete schedule of portfolio holdings on Form N-CSR(S) for this reporting period, which is filed with the U.S. Securities and Exchange Commission (SEC). For more information about the underlying Fund’s operations and policies, please refer to those Funds’ semiannual and annual reports, which are filed with the SEC.

 

Security Valuation - Securities listed on a securities exchange, market or automated quotation system for which quotations are readily available (except for securities traded on NASDAQ), including securities traded over the counter, are valued at the last quoted sale price on the primary exchange or market (foreign or domestic) on which they are traded on the valuation date (or at approximately 4:00 pm Eastern Time if a security’s primary exchange is normally open at that time), or, if there is no such reported sale on the valuation date, at the most recent quoted bid price. For securities traded on NASDAQ, the NASDAQ Official Closing Price will be used.

 

Securities for which quotations are not readily available are valued at their respective fair values as determined in good faith by the 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 Fund’s Board. The use of fair value pricing by the Fund may cause the net asset value of its shares to differ significantly from the net asset value that would be calculated without regard to such considerations. As of September 30, 2019, the Fund held one fair valued security which was valued by the board.

 

As described above, the Fund utilizes various methods to measure the fair value of its investments on a recurring basis. U.S. 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 and 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 in 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.

14

 

ETFMG Alternative Harvest ETF

 

NOTES TO FINANCIAL STATEMENTS
September 30, 2019 (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 table presents a summary of the Funds’ assets measured at fair value as of September 30, 2019:

 

Assets^   Level 1     Level 2     Level 3     Total  
Common Stocks   $ 783,990,730     $     $ (a)   $ 783,990,730  
Collateral for Securities Loaned*                       253,544,706  
Total Investments in Securities   $ 783,990,730     $     $     $ 1,037,535,436  

 


^ See Schedule of Investments for classifications by country and industry.

(a) Includes a security valued at $0.

 

The ETFMG Alternative Harvest ETF held a Level 3 security at the end of the period. The security classified as Level 3 is deemed immaterial.

 


* Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy. The fair value amounts presented in the table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Schedule of Investments.

 

Federal Income Taxes - The Fund has elected to be taxed as a “regulated investment company” and intends to distribute substantially all taxable income to its shareholders and otherwise comply with the provisions of the Internal Revenue Code applicable to regulated investment companies. Therefore, no provisions for federal income taxes or excise taxes have been made.

 

To avoid imposition of the excise tax applicable to regulated investment companies, the Fund intends to declare each year as dividends, in each calendar year, at least 98.0% of its net investment income (earned during the calendar year) and 98.2% of its net realized capital gains (earned during the twelve months ended October 31) plus undistributed amounts, if any, from prior years.

 

Net capital losses incurred after October 31, within the taxable year are deemed to arise on the first business day of the Fund’s next taxable year.

 

The Fund recognizes the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities. Management has analyzed its tax position and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions expected to be taken in the Fund’s September 30, 2016-September 30, 2018 tax returns or expected to be taken in the Fund’s September 30, 2019 tax returns. The Fund identifies its major tax jurisdictions as U.S. Federal, the State of New Jersey, and the State of Delaware; however the Fund 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 twelve months.

 

Management has reviewed the tax positions for open periods (for federal purposes, three years from the date of filing and for state purposes, four years from the date of filing) as applicable to the Fund, and has determined that no provision for income tax is required in the Fund’s financial statements.

 

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. Discounts/premiums on debt securities purchased are accreted/amortized over the life of the respective securities using the effective interest method. Dividend income is recorded on the ex-dividend date. Interest income is recorded on an accrual basis. Income, including gains from investments in foreign securities received by the Fund may be subject to income, withholding or other taxes imposed by foreign countries.

15

 

ETFMG Alternative Harvest ETF

 

NOTES TO FINANCIAL STATEMENTS
September 30, 2019 (Continued)


Foreign Currency Translations and Transactions - The Fund may engage in foreign currency transactions. Foreign currency transactions are translated into U.S. dollars on the following basis:

 


(i) market value of investment securities, assets and liabilities at the daily rates of exchange, and

 


(ii) purchases and sales of investment securities, dividend and interest income and certain expenses at the rates of exchange prevailing on the respective dates of such transactions. For financial reporting purposes, the Fund does not isolate changes in the exchange rate of investment securities from the fluctuations arising from changes in the market prices of securities for unrealized gains and losses. However, for federal income tax purposes, the Fund does isolate and treat as ordinary income the effect of changes in foreign exchange rates on realized gains or losses from the sale of investment securities and payables and receivables arising from trade-date and settlement-date differences.

 

Distributions to shareholders - Distributions to shareholders from net investment income are declared and paid by the Fund on a quarterly basis. Distributions to Shareholders from net realized gains on securities of the Fund normally are declared and paid on an annual basis. Distributions are recorded on the ex-dividend date.

 

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

 

Share Valuation - The net asset value (“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 of the Fund, rounded to the nearest cent. The Fund’s shares will not be priced on the days on which the NYSE is closed for trading. The offering and redemption price per share for the Fund is equal to the Fund’s net asset value per share.

 

Guarantees and Indemnification - 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 made against the Fund that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.

 


3. RISK FACTORS

 

Investing in the ETFMG Alternative Harvest ETF may involve certain risks, as discussed in the Fund’s prospectus, including, but not limited to, those described below. Any of these risks could cause an investor to lose money.

 

United States Regulatory Risks of the Marijuana Industry: The possession and use of marijuana, even for medical purposes, is illegal under federal and certain states’ laws, which may negatively impact the value of the Fund’s investments. Use of marijuana is regulated by both the federal government and state governments, and state and federal laws regarding marijuana often conflict. Even in those states in which the use of marijuana has been legalized, its possession and use remains a violation of federal law. Federal law criminalizing the use of marijuana pre-empts state laws that legalizes its use for medicinal and recreational purposes. Members of the Trump Administration, including former Attorney General Jeff Sessions, have made statements indicating that the Trump Administration intends to take a harsher stance on federal marijuana laws. Any such change in the federal government’s enforcement of current federal laws could adversely affect the ability of the companies in which the Fund invests to possess or cultivate marijuana, including in connection with pharmaceutical research, or it could shrink the customer pool for certain of the Fund’s portfolio companies. Any of these outcomes would negatively affect the profitability and value of the Fund’s investments. The Cannabis Companies and Pharmaceutical Companies may never be able to legally produce and sell products in the United States or other national or local jurisdictions.

16

 

ETFMG Alternative Harvest ETF

 

NOTES TO FINANCIAL STATEMENTS
September 30, 2019 (Continued) 


Marijuana is a Schedule I controlled substance under the Controlled Substances Act (“CSA”) (21 U.S.C. § 811), meaning that it has a high potential for abuse, has no currently “accepted medical use” in the United States, lacks accepted safety for use under medical supervision, and may not be prescribed, marketed or sold in the United States. No drug product containing natural cannabis or naturally-derived cannabis extracts have been approved by the FDA for use in the United States or obtained registrations from the United States Drug Enforcement Administration (“DEA”) for commercial production and the DEA may never issue the registrations required for the commercialization of such products.

 

Facilities conducting research, manufacturing, distributing, importing or exporting, or dispensing controlled substances must be registered (licensed) to perform these activities and have the security, control, recordkeeping, reporting and inventory mechanisms required by the DEA to prevent drug loss and diversion. Failure to obtain the necessary registrations or comply with necessary regulatory requirements may significantly impair the ability of certain companies in which the Fund invests to pursue medical marijuana research or to otherwise cultivate, possess or distribute marijuana.

 

Non-U.S. Regulatory Risks of the Marijuana Industry - The companies in which the Fund invests are subject to various laws, regulations and guidelines relating to the manufacture, management, transportation, storage and disposal of marijuana, as well as being subject to laws and regulations relating to health and safety, the conduct of operations and the protection of the environment. Even if a company’s operations are permitted under current law, they may not be permitted in the future, in which case such company may not be in a position to carry on its operations in its current locations. Additionally, controlled substance legislation differs between countries and legislation in certain countries may restrict or limit the ability of certain companies in which the Fund invests to sell their products.

 

Operational Risks of the Marijuana Industry - Companies involved in the marijuana industry face intense competition, may have limited access to the services of banks, may have substantial burdens on company resources due to litigation, complaints or enforcement actions, and are heavily dependent on receiving necessary permits and authorizations to engage in medical marijuana research or to otherwise cultivate, possess or distribute marijuana. Since the use of marijuana is illegal under United States federal law, federally regulated banking institutions may be unwilling to make financial services available to growers and sellers of marijuana.

 

Concentration Risk - The Fund’s investments will be concentrated in an industry or group of industries to the extent that the Index is so concentrated. In such event, the value of the Fund’s shares may rise and fall more than the value of shares of a fund that invests in securities of companies in a broader range of industries.

17

 

ETFMG Alternative Harvest ETF

 

NOTES TO FINANCIAL STATEMENTS
September 30, 2019 (Continued)


Consumer Staples Sector Risk - The consumer staples sector may be affected by the permissibility of using various product components and production methods, marketing campaigns and other factors affecting consumer demand. Tobacco companies, in particular, may be adversely affected by new laws, regulations and litigation. The consumer staples sector may also be adversely affected by changes or trends in commodity prices, which may be influenced or characterized by unpredictable factors.

 

Equity Market Risk - The equity securities held in the Fund’s portfolio may experience sudden, unpredictable drops in value or long periods of decline in value. This may occur because of factors that affect securities markets generally or factors affecting specific issuers, industries, or sectors in which the Fund invests such as political, market and economic developments, as well as events that impact specific issuers.

 

Non-Diversification Risk - Because the Fund is “non-diversified,” it may invest a greater percentage of its assets in the securities of a single issuer or a small number of issuers than if it was a diversified fund. As a result, a decline in the value of an investment in a single issuer or a small number of issuers could cause the Fund’s overall value to decline to a greater degree than if the Fund held a more diversified portfolio. This may increase the Fund’s volatility and have a greater impact on the Fund’s performance.

 

Securities Lending Risk - Securities lending involves exposure to certain risks, including operational risk (i.e., the risk of losses resulting from problems in the settlement and accounting process), “gap” risk (i.e., the risk of a mismatch between the return on cash collateral reinvestments and the fees a Fund has agreed to pay a borrower), and credit, legal, counterparty and market risk. In the event a borrower does not return a Fund’s securities as agreed, the Fund may experience losses if the proceeds received from liquidating the collateral do not at least equal the value of the loaned security at the time the collateral is liquidated plus the transaction costs incurred in purchasing replacement securities.

 


4. COMMITMENTS AND OTHER RELATED PARTY TRANSACTIONS

 

ETF Managers Group, LLC (the “Advisor”), serves as the investment advisor to the Fund. Pursuant to an Investment Advisory Agreement (“Advisory Agreement”) between the Trust, on behalf of the Fund, and the Advisor, the Advisor 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. Under the Advisory Agreement, the Advisor is also responsible for arranging transfer agency, custody, fund administration and accounting, and other non-distribution related services necessary for the Fund to operate.

 

Under the Investment Advisory Agreement with the Fund, the Advisor has overall responsibility for the general management and administration of the Fund and arranges for sub-advisory, transfer agency, custody, fund administration, securities lending, and all other non-distribution related services necessary for the Fund to operate. The Advisor bears the costs of all advisory and non-advisory services required to operate the Fund, in exchange for a single management fee. For services provided the Fund pays the Advisor at an annual rate of 0.75% of the Fund’s average daily net assets. Under the Investment Advisory Agreement, the Advisor has agreed to pay all expenses of the Fund, except for: the fee paid to the Advisor pursuant to the Investment 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, and distribution (12b-1) fees and expenses (collectively, “Excluded Expenses”). From the period October 1, 2017 to December 25, 2017, the Fund’s Sponsor was Tierra Funds, LLC. Tierra Funds, LLC agreed to sublicense the use of the Underlying Index to the Advisor. Effective December 26, 2017, the Advisor has entered into an Agreement with ETFMG Financial, LLC (the “Sponsor”). The Sponsor provides marketing support for the Fund, including distributing marketing materials related to the Fund.

18

 

ETFMG Alternative Harvest ETF

 

NOTES TO FINANCIAL STATEMENTS
September 30, 2019 (Continued)


The Advisor pays each independent Trustee a quarterly fee for service to the Fund. Each Trustee is also reimbursed by the Advisor for all reasonable out-of-pocket expenses incurred in connection with his duties as Trustee, including travel and related expenses incurred in attending Board meetings.

 


5. DISTRIBUTION PLAN

 

The Fund has adopted a Plan of Distribution pursuant to Rule 12b-1 under the 1940 Act. Under the Plan, the Fund may pay compensation to the Distributor or any other distributor or financial institution with which the Trust has an agreement with respect to the Fund, with the amount of such compensation not to exceed an annual rate of 0.25% of each Fund’s average daily net assets. For the year ended September 30, 2019, the Fund did not incur any 12b-1 expenses.

 


6. PURCHASES AND SALES OF SECURITIES

 

The costs of purchases and sales of securities, excluding short-term securities and in-kind transactions, for the year ended September 30, 2019:

 

Purchases     Sales  
$ 750,497,729     $ 654,147,846  

  

The costs of purchases and sales of in-kind transactions associated with creations and redemptions for the year ended September 30, 2019:

 

Purchases In-Kind     Sales In-Kind  
$ 978,845,094     $ 350,264,221  

 

Purchases in-kind are the aggregate of all in-kind purchases and sales in-kind are aggregate of all proceeds from in-kind sales. Net capital gains or losses resulting from in-kind redemptions are excluded from the determination of the Fund’s taxable gains and are not distributed to shareholders.

 

There were no purchases or sales of U.S. Government obligations for the year ended September 30, 2019.

 


7. SECURITIES LENDING

 

The Fund may lend up to 33 1∕3% of the value of the securities in its portfolio to brokers, dealers and financial institutions (but not individuals) under terms of participation in a securities lending program administered by Wedbush Securities Inc (“the Custodian”). The securities lending agreement requires that loans are collateralized at all times in an amount equal to at least 100% of the value of any loaned securities at the time of the loan. The Fund receives compensation in the form of fees. The amount of fees depends on a number of factors including the type of security and length of the loan. The Fund continues to receive interest payments or dividends on the securities loaned during the borrowing period. Gain or loss in the fair value of securities loaned that may occur during the term of the loan will be for the account of the Fund. The Fund has the right under the terms of the securities lending agreement to recall the securities from the borrower on demand. The cash collateral is held by the Custodian in accordance with the custody agreement. The Fund could experience delays in recovering its securities and possible loss of income or value if the borrower fails to return the borrowed securities, although the Fund is indemnified from this risk by contract with the securities lending agent.

19

 

ETFMG Alternative Harvest ETF

 

NOTES TO FINANCIAL STATEMENTS
September 30, 2019 (Continued)


As of September 30, 2019, the value of the securities on loan and payable for collateral due to broker were as follows:

 

Value of Securities on Loan Collateral Received

 

Values of Securities on Loan     Fund Collateral Received*  
$ 253,544,706     $ 253,544,706  

 

* The securities on loan were collateralized in full with cash, as shown on the Schedule of investments.

 


8. TAX COMPONENTS OF CAPITAL

 

As of September 30, 2019, the components of accumulated earnings/(deficit) on a tax basis were as follows:

 

Undistributed
Ordinary
Income
    Undistributed
Long-Term
Gains
    Post October Loss and Late Year Loss     Capital Loss Carry Forwards     Other Book/Tax Differences     Unrealized Appreciation/ (Depreciation)     Total Accumulated Earnings/(Deficits)  
 $ 726,784     $     $     $ (161,193,929 )   $     $ (484,546,532 )   $ (645,013,677 )

 

The difference between book basis and tax basis undistributed net investment income, unrealized depreciation and accumulated net realized losses from investments is attributable to the tax deferral of losses on wash sales and mark-to-market on passive foreign investment companies. The unrealized depreciation in the table above includes unrealized foreign currency losses of $8,944.

 

At September 30, 2019, the Fund had capital loss carry forwards for federal income tax purposes available to offset future capital gains as follows:

 

Expiring     Non-Expiring Short-Term     Non-Expiring Long-Term     Total     CLCF Utilized  
$     $ 128,455,840     $ 32,738,089     $ 161,193,929     $  

 

Permanent book and tax differences, primarily attributable to tax adjustments for realized gains (losses) on in-kind redemptions, resulted in reclassifications for the year ended September 30, 2019 as follows:

 

Paid In Capital     Accumulated Earnings (Losses)  
$ 96,876,855     $ (96,876,855 )

 


9. DISTRIBUTIONS TO SHAREHOLDERS

 

The tax character of distributions paid by the Fund during the fiscal years ended September 30, 2019 and September 30, 2018 are as follows:

 

Year Ended September 30, 2019     Year Ended September 30, 2018  

From

Ordinary Income

   

From

Capital Gains

   

From

Ordinary Income

   

From

Capital Gains

 
$ 30,165,500     $     $ 2,416,185     $ 40,848  
20

 

ETFMG Alternative Harvest ETF

 

NOTES TO FINANCIAL STATEMENTS
September 30, 2019 (Continued)


  

10. AGGREGATE UNREALIZED APPRECIATION AND DEPRECIATION – TAX BASIS

 

Tax Cost     Gross Unrealized Appreciation     Gross Unrealized Depreciation    
Net Unrealized Appreciation/(Depreciation)
 
$ 1,268,528,319     $ 16,669,277     $ (501,206,866 )   $ (484,537,589 )

 


11. LEGAL MATTERS

 

The Trust, a former and current trustee of the Trust, the Adviser and certain officers of the Adviser are defendants in an action filed May 2, 2017 in the Superior Court of New Jersey captioned PureShares, LLC d/b/a Pure Funds et al. v. ETF Managers Group, LLC et al., Docket No. C-63-17. The PureShares action alleges claims based on disputes arising out of contractual relationships with the Adviser. The action seeks damages in unspecified amounts and injunctive relief based on breach of contract, wrongful termination, and several other theories. The matter is scheduled for trial in January 2020.

 

The Adviser, its parent, Exchange Traded Managers Group, LLC and its chief executive officer are defendants in a case filed on October 26, 2017 in the United States District Court for the Southern District of New York by NASDAQ, Inc. captioned Nasdaq, Inc. v. Exchange Traded Managers Group, LLC et al., Case 1:17-cv-08252. This action arises out of related facts and circumstances in the New Jersey litigation and asserts claims for breach of contract, wrongful termination and certain other theories with respect to the same exchange traded funds discussed above. The matter was the subject of a bench trial in the Southern District of New York in May 2019, with closing arguments held on July 10, 2019. The parties are now awaiting the decision of the court. While the Adviser cannot predict the outcome of this lawsuit, the Adviser believes that any judgement against it will not affect its ability to continue to act as investment adviser to the Funds. Management of the Trust and the Fund, after consultation with legal counsel, believes that the resolution of these matters will not have a material adverse effect on the Fund’s financial statements.

 


12. RECENT ACCOUNTING PRONOUNCEMENTS AND REPORTING UPDATES

 

In August 2018, the FASB issued Accounting Standards Update (“ASU”) No. 2018-13, which changes certain fair value measurement disclosure requirements. The new ASU, in addition to other modifications and additions, removes the requirement to disclose the amount and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, and the policy for the timing of transfers between levels. For investment companies, the amendments are effective for financial statements issued for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is allowed. These amendments have been adopted with these financial statements.

 


13. SUBSEQUENT EVENTS

 

Subsequent events after the date of the Statement of Assets and Liabilities have been evaluated through the date the financial statements were issued.

 

Management has determined that no events or transactions occurred requiring adjustment or disclosure in the financial statements.

21

 

ETFMG Alternative Harvest ETF

 

Report of Independent Registered Public Accounting Firm

 

To the Board of Trustees of ETF Managers Trust

and the Shareholders of ETFMG Alternative Harvest ETF:

 

Opinion on the Financial Statements

 

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of ETFMG Alternative Harvest ETF (the “Fund”) (a series of ETF Managers Trust), as of September 30, 2019, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the four years in the period then ended, and 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 September 30, 2019, and the results of its operations for the year then ended, the changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the four years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these 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 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 audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, 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 and financial highlights. 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 and financial highlights. Our procedures included confirmation of securities owned as of September 30, 2019 by correspondence with the custodian. We believe that our audits provide a reasonable basis for our opinion.

 

/s/WithumSmith+Brown, PC

 

We have served as the auditor for one or more series of the Trust since 2013.

 

New York, New York

November 27, 2019

22

 

ETFMG Alternative Harvest ETF

 

EXPENSE EXAMPLE

Six Months Ended September 30, 2019 (Unaudited)


  

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including brokerage commissions on purchases and sales of Fund shares; (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 for the entire period from April 1, 2019 through September 30, 2019.

 

Actual Expenses

 

The “Actual” line in the table below provides information about actual account values and actual expenses. You may use the information below, 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 table 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 “Hypothetical” line in 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 balances or expenses you paid for the period. You may use this information to compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of 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 table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

    Beginning Account Value 4/1/2019     Ending Account Value 9/30/2019     Expenses Paid During Period* 4/1/19-9/30/19     Expense Paid During Period** 4/1/19-9/30/19  
Actual   $ 1,000.00     $ 584.60     $ 2.98       0.75 %
                                 
Hypothetical   $ 1,000.00     $ 1,021.31     $ 3.80       0.75 %
(5% return before expenses)                                

 

* “Actual” expense information for the Fund is for the period from April 1, 2019 to September 30, 2019. Actual expenses are equal to the Fund’s annualized net expense ratio multiplied by 183/365 (to reflect the period from April 1, 2019 to September 30, 2019). “Hypothetical” expense information for the Fund is presented on the basis of the full one-half year period to enable comparison to other funds. It is based on assuming the same net expense ratio and average account value over the period, but it is multiplied by 183/365 (to reflect the full half-year period).

** Annualized.

23

 

ETFMG Alternative Harvest ETF

 

SUPPLEMENTARY INFORMATION

September 30, 2019 (Unaudited) (Continued)


  

INFORMATION ABOUT PORTFOLIO HOLDINGS

 

The Fund files a Form N-Q with the Securities and Exchange Commission (the ‘‘SEC’’) no more than sixty days after the Fund’s first and third fiscal quarters. For the Fund, this would be for the fiscal quarters ending June 30 and December 31. Form N-Q includes a complete schedule of the Funds’ portfolio holdings as of the end of those fiscal quarters. The Fund’s N-Q filings can be found free of charge on the SEC’s website at http://www.sec.gov, or they may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. (call 800-SEC-0330 for information on the operation of the Public Reference Room). The Fund’s portfolio holdings are posted on the Fund’s website at www.etfmj.com daily.

 

INFORMATION ABOUT PROXY VOTING

 

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 toll-free at 1-844-ETF-MGRS (1-844-383-6477), by accessing the SEC’s website at www.sec.gov, or by accessing the Fund’s website at www.etfmj.com.

 

Information regarding how the Fund voted proxies relating to portfolio securities during the period ending June 30 is available by calling toll-free at 1-844-ETF-MGRS (1-844-383-6477) or by accessing the SEC’s website at www.sec.gov.

 

Carefully consider the Fund’s investment objectives, risk factors, charges, and expenses before investing. This and additional information can be found in the Fund’s prospectus, which may be obtained by calling 1-844-ETF-MGRS (1-844-383-6477) or by visiting www.etfmj.com. Read the prospectus carefully before investing.

24

 

ETFMG Alternative Harvest ETF

 

Board of Trustees


Set forth below are the names, birth years, positions with the Trust, length of term of office, and the principal occupations and other directorships held during at least the last five years of each of the persons currently serving as a Trustee of the Trust, as well as information about each officer. The business address of each Trustee and officer is 30 Maple Street, 2nd Floor, Summit, New Jersey 07901. The SAI includes additional information about Fund directors and is available, without charge, upon request by calling 1-844-ETF-MGRS (1-844-383-6477).

 

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
Number of
Portfolios in
Fund
Complex
Overseen
By
Trustee
Other
Directorships
Held by Trustee
During Past
5 Years
Interested Trustee* and Officers
Samuel Masucci, III (1962) Trustee, Chairman of the Board and President (since 2012); Secretary (since 2014) Chief Executive Officer, Exchange Traded Managers Group, LLC (since 2013); Chief Executive Officer (since 2016), ETF Managers Group, LLC; Chief Executive Officer, ETF Managers Capital LLC (commodity pool operator) (since 2014); Chief Executive Officer (2012–2016) and Chief Compliance Officer (2012–2014), Factor Advisors, LLC (investment adviser); President and Chief Executive Officer, Factor Capital Management LLC (2012–2014) (commodity pool operator). 10 None
Reshma J. Tanczos (1978) Chief Compliance Officer (since 2016) Chief Compliance Officer, ETF Managers Group LLC (since 2016); Partner, Crow & Cushing (law firm) (2007–2016). n/a n/a
John A. Flanagan (1946) Treasurer (since 2015) President, John A. Flanagan CPA, LLC (accounting services) (since 2010); Treasurer, ETF Managers Trust (since 2015); Principal Financial Officer, ETF Managers Capital, LLC (commodity pool operator) (since 2014); Chief Financial Officer, Macromarkets LLC (exchange traded funds) (2007–2010) n/a n/a

* Mr. Masucci is an interested Trustee by virtue of his role as the Chief Executive Officer of the Adviser.

25

 

ETFMG Alternative Harvest ETF

 

Board of Trustees (Continued)


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
Number of
Portfolios
in Fund
Complex
Overseen By
Trustee
Other
Directorships
Held by Trustee
During Past
5 Years
Independent Trustees

Jared Chase

(1955)

Trustee (since 2018) Chairman, State Street Global Alliance LLC, State Street Corporation (2007-2012); Head of Global Treasury, Liability Management, Money Markets & Derivatives, State Street Corporation (2004-2007) 10 None

Terry Loebs

(1963)

Trustee (since 2014) Founder and Managing Member, Pulsenomics LLC (index product development and consulting firm) (since 2011); Managing Director, MacroMarkets, LLC (exchange-traded products firm) (2006–2011). 10 None
26

 

ETFMG Alternative Harvest ETF

 

ETF MANAGERS TRUST

 

Privacy Policy and Procedures

 

ETF Managers Trust, (the “Trust”) has adopted the following privacy policies in order to safeguard the personal information of the Trust’s customers and consumers in accordance with Regulation S-P as promulgated by the U.S. Securities and Exchange Commission.

 

Trust officers are responsible for ensuring that the following policies and procedures are implemented:

 

1) The Trust is committed to protecting the confidentiality and security of the information they collect and will handle personal customer and consumer information only in accordance with Regulation S-P and any other applicable laws, rules and regulations1. The Trust will ensure: (a) the security and confidentiality of customer records and information; (b) that customer records and information are protected from any anticipated threats and hazards; and (c) that customer records and information are protected from unauthorized access or use.

 

2) The Trust conducts its business affairs through its trustees, officers and third parties that provide services pursuant to agreements with the Trust. The Trust has no employees. It is anticipated that the trustees and officers of the Trust who are not employees of service providers of the Trust will not have access to customer records and information in the performance of their normal responsibilities for the Trust.

 

3) The Trust may share customer information with its affiliates, subject to the customers’ right to prohibit such sharing.

 

4) The Trust may share customer information with unaffiliated third parties only in accordance with the requirements of Regulation S-P. Pursuant to this policy, the Trust will not share customer information with unaffiliated third parties other than as permitted by law, unless authorized to do so by the customer.

 

Consistent with these policies, the Trust has adopted the following procedures:

 

1) The Trust will determine that the policies and procedures of its affiliates and Service Providers are reasonably designed to safeguard customer information and only permit appropriate and authorized access to and use of customer information through the application of appropriate administrative, technical and physical protections.

 

2) The Trust will direct each of its Service Providers to adhere to the privacy policy of the Trust and to its privacy policies with respect to all customer information of the Trust and to take all actions reasonably necessary so that the Trust is in compliance with the provisions of Regulation S-P, including, as applicable, the development and delivery of privacy notices and the maintenance of appropriate and adequate records.

 

3) The Trust requires its Service Providers to provide periodic reports to the Trust’s Board of Trustees outlining their privacy policies and the implementation of such policies. Each Service Provider is required to promptly report to the Trust’s Board any material changes to its privacy policy before, or promptly after, the adoption of such changes.

 


(1) Generally, the Funds have institutional clients which are not considered “customers” for purposes of regulation S-P.

27

 

Advisor

ETF Managers Group, LLC

30 Maple Street, Suite 2, Summit, NJ 07901

 

Distributor

ETFMG Financial, LLC

30 Maple Street, Suite 2, Summit, NJ 07901

 

Custodian

Wedbush Securities Inc.

1000 Wilshire Boulevard, Los Angeles, California 90017

 

Transfer Agent

Computershare Investor Services

480 Washington Boulevard, Jersey City, New Jersey 07310

 

Securities Lending Agent

Wedbush Securities Inc.

1000 Wilshire Boulevard, Los Angeles, California 90017

 

Independent Registered Public Accounting Firm

WithumSmith + Brown, PC

1411 Broadway, 9th Floor, New York, NY 10018

 

Legal Counsel

Sullivan & Worcester LLP

1666 K Street NW, Washington, DC 20006

 

 


Annual Report

 

September 30, 2019

 

BlueStar Israel Technology ETF
Ticker: ITEQ

 

Beginning on January 1, 2021, as permitted by regulations adopted by the SEC, paper copies of the Fund’s shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the Fund’s 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 Fund reports in paper free of charge. Please contact your financial intermediary to inform them that you wish to continue receiving paper copies of Fund shareholder reports and for details about whether your election to receive reports in paper will apply to all funds held with your financial intermediary.

 

 

The fund is a series of ETF Managers Trust.



 

BlueStar Israel Technology ETF  

 

TABLE OF CONTENTS

September 30, 2019

 

  Page
Shareholder Letter 2
   
Growth of $10,000 Investment 3
   
Top 10 Holdings 4
   
Important Disclosures and Key Risk Factors 5
   
Portfolio Allocations 6
   
Schedule of Investments 7
   
Statement of Assets and Liabilities 10
   
Statement of Operations 11
   
Statements of Changes in Net Assets 12
   
Financial Highlights 13
   
Notes to the Financial Statements 14
   
Report of Independent Registered Public Accounting Firm 23
   
Expense Example 24
   
Supplementary Information 25
   
Information About Portfolio Holdings 26
   
Information About Proxy Voting 26
   
Trustees and Officers Table 27
   
Privacy Policy 29

 


BlueStar Israel Technology ETF  

 

Dear Shareholder,

 

On behalf of the entire team, we want to express our appreciation for the confidence you have placed in the BlueStar Israel Technology Exchange-Traded Fund (“ITEQ” or the “Fund”). The following information pertains to the fiscal period from October 1, 2018 to September 30, 2019.

 

The Fund seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of the BlueStar Israel Global Technology Index (the “Index”).

 

Over the 12-month period ending September 30, 2019, the total return for the Fund was 11.17%, while the total return for the Index was 12.44%. The best performers in the Fund on the basis of contribution to its return were SolarEdge, Mellanox Technologies, and Novocure, while the worst performers were Plus500, CheckPoint and OPKO Health.

 

We believe Israeli companies play an essential role in the global high technology value chain. Most technology users, from online shoppers to Fortune 500 companies, use Israeli technology applications and solutions every day without ever being aware of it. From cybersecurity and defense to clean energy and agriculture, Israeli innovations power some of the biggest names in the tech industry today.

 

Even in industries where Israeli companies do not have dominant individual market share, the collective footprint of Israeli companies is significant in many key technology subsectors, and Israel-based Research & Development and non-public companies are usually significant contributors to that same sub-industry’s ecosystem.

 

There is much ahead for Israeli Technology companies and we are thankful you have joined us. You can find further details about ITEQ by visiting www.etfmg.com, or by calling 1-844-ETF-MGRS. (1-844-383-6477).

 

Sincerely,  
   
   
   
Samuel Masucci III  
Chairman of the Board  

 

2

 

BlueStar Israel Technology ETF
Growth of $10,000 (Unaudited)

 



Average Annual Returns
Year Ended September 30, 2019
    1 Year
Return
     
Since
Inception
(11/2/2015)

    Value of
$10,000
(9/30/2019)
 
BlueStar Israel Technology ETF (NAV)     11.17 %     13.07 %   $ 16,168  
BlueStar Israel Technology ETF (Market)     10.92 %     13.02 %   $ 16,141  
S&P 500 Index     4.25 %     11.55 %   $ 15,339  
BlueStar Israel Global Technology IndexTM     12.44 %     14.04 %   $ 16,721  

 

Performance data quoted represents past performance and 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. All performance is historical and includes reinvestment of dividends and capital gains. Performance data current to the most recent month end may be obtained by calling 1-844- ETF-MGRS (1-844-383-6477).

 

The chart illustrates the performance of a hypothetical $10,000 investment made on November 2, 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 from the sales of Fund shares. The chart assumes reinvestment of capital gains and dividends. The chart assumes reinvestment of capital gains and dividends, if any. The Index Returns do not reflect fees or expenses and are not available for direct investment.

3

 

 BlueStar Israel Technology ETF


 

Top Ten Holdings as of September 30, 2019 (Unaudited)*

 
Security
  % of Total
Investments
1 Amdocs, Ltd.   6.49%
2 Nice, Ltd.   6.34%
3 Novocure, Ltd.   5.75%
4 Check Point Software Technologies, Ltd.   5.74%
5 Mellanox Technologies, Ltd.   5.37%
6 Wix.com, Ltd.   4.86%
7 Elbit Systems, Ltd.   3.91%
8 SolarEdge Technologies, Inc.   3.84%
9 CyberArk Software, Ltd.   3.70%
10 Ormat Technologies, Inc.   3.48%
       
 

Top Ten Holdings = 49.48% of Total Investments

* Current Fund holdings may not be indicative of future Fund holdings.

   

 

4

 

BlueStar Israel Technology ETF

 

Important Disclosures and Key Risk Factors

 

Investing involves risk, including the possible loss of principal. Shares of any 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. Narrowly focused investments typically exhibit higher volatility.

 

The BlueStar Israel Technology ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of the BlueStar Israel Global Technology Index® (“BIGITech®” or the “Index”).

 

Investment in securities of Israeli companies involves risks that may negatively affect the value of your investment in the Fund. Among other things, Israel’s economy depends on imports of certain key items, such as crude oil, coal, grains, raw materials and military equipment. Foreign investing involves special risks such as currency fluctuations and political uncertainty. Funds that invest in smaller companies may experience greater volatility. Funds that emphasize investments in technology generally will experience greater price volatility. The Fund’s return may not match or achieve a high degree of correlation with the return of the BIGITech™ Index. To the extent the Fund utilizes a sampling approach, it may experience tracking error to a greater extent than if the Fund had sought to replicate the Index. Diversification does not guarantee a profit, nor does it protect against a loss in a declining market.

 

The BlueStar Israel Global Technology Index® (BIGITech®) is an index of Israeli technology companies listed on global stock exchanges in Tel Aviv, New York, London and elsewhere.

 

S&P 500: The S&P 500 Index is the Standard & Poor’s composite index of 500 stocks, a widely recognized, unmanaged index of common stock prices.

5

 

BlueStar Israel Technology ETF

 

PORTFOLIO ALLOCATIONS
As of September 30, 2019 (Unaudited)

 

    BlueStar Israel
Technology
ETF
As a percent of Net Assets:      
Guernsey     7.8 %
Israel     58.1  
Jersey     7.3  
United Kingdom     4.3  
United States     22.4  
Short-Term and other Net Assets (Liabilities)     0.3  
      100.0 %

 

6

BlueStar Israel Technology ETF

 

Schedule of Investments
September 30, 2019

 

    Shares     Value  
COMMON STOCKS - 99.7%                
Guernsey - 7.8%                
IT Services - 7.8%                
Amdocs, Ltd.     87,243     $ 5,767,634  
                 
Israel – 58.1%                
Aerospace & Defense - 5.3%                
Elbit Systems, Ltd.     21,000       3,479,612  
RADA Electronic Industries, Ltd. (a)     75,390       358,856  
Total Aerospace & Defense             3,838,468  
Biotechnology - 1.6%                
BioLine RX, Ltd. - ADR (a)     47,745       126,047  
Galmed Pharmaceuticals, Ltd. (a)(b)     46,734       223,389  
Intec Pharma, Ltd. (a)(b)     61,558       44,870  
Kamada, Ltd. (a)     55,901       287,847  
UroGen Pharma, Ltd. (a)(b)     19,856       473,167  
Total Biotechnology             1,155,320  
Communications Equipment - 4.2%                
AudioCodes, Ltd.     28,805       544,703  
Ceragon Networks, Ltd. (a)(b)     118,319       318,278  
Ituran Location & Control, Ltd.     22,451       556,560  
Radcom, Ltd. (a)     31,508       288,298  
Radware, Ltd. (a)     40,995       994,539  
Silicom, Ltd. (a)     11,505       363,558  
Total Communications Equipment             3,065,936  
Health Care Equipment & Supplies - 0.7%                
Brainsway, Ltd. (a)     55,695       268,041  
Intercure, Ltd. (a)     125,665       187,978  
Total Health Care Equipment & Supplies             456,019  
Household Durables - 0.7%                
Maytronics, Ltd.     63,856       544,100  
Independent Power and Renewable Electricity Producers - 1.7%                
Energix-Renewable Energies, Ltd. (a)     219,157       530,831  
Enlight Renewable Energy, Ltd. (a)     677,391       733,463  
Total Independent Power and Renewable Electricity Producers             1,264,294  
IT Services - 7.6%                
Formula Systems 1985, Ltd.     9,664       615,494  
Matrix IT, Ltd.     40,273       686,075  
Wix.com, Ltd. (a)     37,010       4,320,547  
Total IT Services             5,622,116  
Life Sciences Tools & Services - 0.6%                
Compugen, Ltd. (a)(b)     103,368       437,247  
Machinery - 1.4%                
Kornit Digital, Ltd. (a)     34,621       1,065,634  
Pharmaceuticals - 1.0%                
Foamix Pharmaceuticals, Ltd. (a)(b)     118,443       360,067  
Redhill Biopharma, Ltd. - ADR (a)     50,061       352,429  
Total Pharmaceuticals             712,496  

 

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

7

 

BlueStar Israel Technology ETF

 

Schedule of Investments
September 30, 2019 (Continued)

 

    Shares     Value  
Semiconductors & Semiconductor Equipment - 10.6%                
Camtek, Ltd.     39,508     $ 370,585  
Mellanox Technologies, Ltd. (a)     43,596       4,777,685  
Nova Measuring Instruments, Ltd. (a)     27,771       897,939  
Tower Semiconductor, Ltd. (a)     89,943       1,772,081  
Total Semiconductors & Semiconductor Equipment             7,818,290  
Software - 21.2% (d)                
Allot Communications, Ltd. (a)     53,974       435,030  
Check Point Software Technologies, Ltd. (a)(b)     46,634       5,106,423  
CyberArk Software, Ltd. (a)(b)     32,930       3,287,073  
Hilan, Ltd.     18,104       739,003  
Magic Software Enterprises, Ltd.     42,249       384,419  
Nice, Ltd. (a)     38,365       5,639,558  
Total Software             15,591,506  
Technology Hardware, Storage & Peripherals - 1.5%                
Stratasys, Ltd. (a)(b)     52,635       1,121,389  
Total Israel             42,692,815  
                 
Jersey - 7.3%                
Health Care Equipment & Supplies - 6.8%                
Novocure, Ltd. (a)     68,350       5,111,213  
Interactive Media & Services - 0.5%                
XLMedia PLC     462,494       346,880  
Total Jersey             5,458,093  
                 
United Kingdom - 4.3%                
Communications Equipment - 0.4%                
BATM Advanced Communications (a)     613,669       311,622  
Diversified Financial Services - 1.4%                
Plus500, Ltd.     108,386       1,017,081  
Hotels, Restaurants & Leisure - 1.0%                
888 Holdings PLC     380,364       720,685  
Media - 0.7%                
Tremor International, Ltd. (a)     318,937       529,399  
Software - 0.8% (d)                
Sapiens International Corp. NV     32,786       616,815  
Total United Kingdom             3,195,602  
                 
United States - 22.4%                
Aerospace & Defense - 0.4%                
Arotech Corp. (a)     112,705       331,353  
Biotechnology - 0.6%                
BrainStorm Cell Therapeutics, Inc. (a)(b)     68,647       267,723  
Pluristem Therapeutics, Inc. (a)     44,572       178,352  
Total Biotechnology             446,075  
Communications Equipment - 0.5%                
Gilat Satellite Networks, Ltd.     43,221       367,898  

 

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

8

 

 BlueStar Israel Technology ETF

 

Schedule of Investments
September 30, 2019 (Continued)

 

    Shares     Value  
Electric Utilities - 4.2%                
Ormat Technologies, Inc.     40,838     $ 3,095,523  
Semiconductors & Semiconductor Equipment - 6.2%                
CEVA, Inc. (a)     25,623       765,103  
DSP Group, Inc. (a)     30,855       434,593  
SolarEdge Technologies, Inc. (a)(b)     40,750       3,411,590  
Total Semiconductors & Semiconductor Equipment             4,611,286  
Software - 10.3% (d)                
ForeScout Technologies, Inc. (a)     35,307       1,338,841  
LivePerson, Inc. (a)     58,039       2,135,401  
Varonis Systems, Inc. (a)(b)     28,036       1,675,992  
Verint Systems, Inc. (a)(b)     57,752       2,470,631  
Total Software             7,620,865  
Total United States             16,473,000  
TOTAL COMMON STOCKS (Cost $61,490,830)             73,587,144  
                 
SHORT-TERM INVESTMENTS - 0.3%                
Money Market Funds - 0.3%                
Invesco Advisers, Inc. STIT-Treasury Portfolio - Institutional Class 1.79% (c)     231,429       231,429  
TOTAL SHORT-TERM INVESTMENTS (Cost $231,429)             231,429  
                 
INVESTMENTS PURCHASED WITH SECURITIES LENDING COLLATERAL - 20.4%                
Mount Vernon Liquid Assets Portfolio, LLC, 2.13% (c)     15,083,155       15,083,155  
TOTAL INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING (Cost $15,083,155)             15,083,155  
                 
Total Investments (Cost $76,805,414) - 120.4%             88,901,728  
Liabilities in Excess of Other Assets - (20.4)%             (15,055,076 )
TOTAL NET ASSETS - 100.0%           $ 73,846,652  

 

Percentages are stated as a percent of net assets.

 

ADR American Depositary Receipt

(a) Non-income producing security.
(b) All or a portion of this security was out on loan as of September 30, 2019.
(c) The rate quoted is the annualized seven-day yield at September 30, 2019.
(d) As of September 30, 2019, the Fund had a significant portion of its assets invested in the Software Industry.

 

The Global Industry Classification Standard (GICS®) was developed by and/or is the exclusive property of MSCI, Inc. and Standard & Poor’s Financial Services LLC (“S&P”). GICS is a service mark of MSCI and S&P and has been licensed for use by U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services (“Fund Services”).

 

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

9

 

BlueStar Israel Technology ETF

 

STATEMENT OF ASSETS AND LIABILITIES
As of September 30, 2019

 

    BlueStar Israel
Technology
ETF
 
ASSETS      
Investments in securities, at value*   $ 88,901,728  
Foreign currency*     27  
Receivables:        
Dividends and interest receivable     69,393  
Securities lending income receivable     5,161  
Total Assets     88,976,309  
         
LIABILITIES        
Collateral received for securities loaned (Note 7)     15,083,155  
Payables:        
Management fees payable     46,502  
Total Liabilities     15,129,657  
Net Assets   $ 73,846,652  
         
NET ASSETS CONSIST OF:        
Paid-in Capital   $ 62,225,675  
Total Distributable Earnings     8,620,977  
Net Assets   $ 73,846,652  
         
*Identified Cost:        
Investments in securities   $ 76,805,414  
Foreign currency     31  
         
Shares Outstanding^     1,850,000  
         
Net Asset Value, Offering and Redemption Price per Share   $ 39.92  

 

^ No par value, unlimited number of shares authorized

 

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

10

 

BlueStar Israel Technology ETF

 

STATEMENT OF OPERATIONS
For the Year Ended September 30, 2019

 

INVESTMENT INCOME    

 

    BlueStar
Israel
Technology ETF
 
       
Income:        
Dividends from securities (net of foreign withholdings tax of $69,283)   $ 343,142  
Interest     6,664  
Securities lending income     34,267  
Total Investment Income     384,073  
         
Expenses:        
Management fees     456,793  
Total Expenses     456,793  
         
Net Investment Loss     (72,720 )
         
REALIZED & UNREALIZED GAIN (LOSS) ON INVESTMENTS        
Net Realized Gain (Loss) on:        
Investments     (2,945,606 )
In-Kind redemptions     3,301,685  
Foreign currency and foreign currency translation     (15,342 )
Net Realized Gain on Investments and In-Kind Redemption     340,737  
Net Change in Unrealized Appreciation of:        
Investments     5,481,529  
Foreign currency and foreign currency translation     53  
Net Change in Unrealized Appreciation of Investments     5,481,582  
Net Realized and Unrealized Gain on Investments     5,822,319  
         
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS   $ 5,749,599  

 

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

11

 

BlueStar Israel Technology ETF

 

STATEMENTS OF CHANGES IN NET ASSETS

 

    Year Ended
September 30, 2019
    Year Ended
September 30, 2018
 
OPERATIONS            
Net investment income (loss)   $ (72,720 )   $ 44,983  
Net realized gain on investments and in-kind redemptions     340,737       1,455,273  
Net change in unrealized appreciation of investments     5,481,582       3,975,961  
Net increase in net assets resulting from operations     5,749,599       5,476,217  
                 
DISTRIBUTIONS TO SHAREHOLDERS                
Net investment income     (150,718 )     (163,624 )
Return of Capital     (14,773 )      
Total distributions from distributable earnings     (165,491 )     (163,624 )
                 
CAPITAL SHARE TRANSACTIONS                
Net increase in net assets derived from net change in outstanding shares     7,019,455       32,392,245  
Net increase in net assets   $ 12,603,563     $ 37,704,838  
                 
NET ASSETS                
Beginning of Year     61,243,089       23,538,251  
End of Year   $ 73,846,652     $ 61,243,089  
                 
Summary of share transactions is as follows:                

 

      Year Ended
September 30, 2019
    Year Ended
September 30, 2018
 
      Shares     Amount     Shares     Amount  
Shares Sold       500,000     $ 19,192,040       1,150,000     $ 38,822,145  
Shares Redeemed       (350,000 )     (12,172,585 )     (200,000 )     (6,429,900 )
        150,000     $ 7,019,455       950,000     $ 32,392,245  
Beginning Shares       1,700,000               750,000          
Ending Shares       1,850,000               1,700,000          

  

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

12

 

BlueStar Israel Technology ETF

 

FINANCIAL HIGHLIGHTS
For a capital share outstanding throughout the year/period

 

    Year Ended
September 30, 2019
    Year Ended
September 30, 2018
    Year Ended
September 30, 2017
    Period Ended
September 30, 20161
 
Net Asset Value, Beginning of Year/Period   $ 36.03     $ 31.38     $ 25.58     $ 25.00  
                                 
Income from Investment Operations:                                
Net investment income (loss)2     (0.04 )     0.04       0.02       0.05  
Net realized and unrealized gain on investments     4.03       4.78       5.87       0.53  
Total from investment operations     3.99       4.82       5.89       0.58  
                                 
Less Distributions:                                
Distributions from net investment income     (0.09 )     (0.17 )     (0.09 )      
Return of Capital     (0.01 )                  
Total Distributions     (0.10 )     (0.17 )     (0.09 )      
Net asset value, end of year/period   $ 39.92     $ 36.03     $ 31.38     $ 25.58  
Total Return     11.17 %     15.41 %     23.16 %     2.31 % 3 
                                 
Ratios/Supplemental Data:                                
Net assets at end of year/period (000's)   $ 73,847     $ 61,243     $ 23,538     $ 5,116  
Expenses to Average Net Assets     0.75 %     0.75 %     0.75 %     0.75 % 4 
Net Investment Income (Loss) to Average                                
Net Assets     -0.12 %     0.12 %     0.07 %     0.23 % 4
Portfolio Turnover Rate     24 %     11 %     19 %     14 % 3

  

1 Commencement of operations on November 2, 2015.
2 Calculated based on average shares outstanding during the year/period.
3 Not annualized.
4 Annualized.

 

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

13

 

BlueStar Israel Technology ETF

 

NOTES TO FINANCIAL STATEMENTS

September 30, 2019

 

NOTE 1 – ORGANIZATION
  

BlueStar Israel Technology ETF (the “Fund”) is a series of ETF Managers Trust (the “Trust”), an open-end management investment company consisting of multiple investment series, organized as a Delaware statutory trust on July 1, 2009. The Trust is registered with the 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 Fund’s shares (“Shares”) is registered under the Securities Act of 1933, as amended (the “Securities Act”). The Fund seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of the BlueStar Israel Global Technology Index® (BIGITech®” or the “Index”). The Fund commenced operations on November 2, 2015.

 

The Fund currently offers one class of shares, which has no front end sales load, no deferred sales charges, and no redemption fees. The Fund may issue an unlimited number of shares of beneficial interest, with no par value. All shares of the Fund have equal rights and privileges.

 

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 only in blocks of 50,000 shares, called “Creation Units.” Creation Units are issued and redeemed principally in-kind for securities included in the Index. Once created, Shares generally trade in the secondary market at market prices that change throughout the day in quantities 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 nor 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 may be subject to customary brokerage commissions or fees.

 

Authorized Participants transacting in Creation Units for cash may pay an additional variable charge to compensate the relevant Fund for certain transaction costs (i.e., brokerage costs) and market impact expenses relating to investing in portfolio securities. Such variable charges, if any, are included in “Transaction Fees” in the Statements of Changes in Net Assets.

 

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

 

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 (“U.S. GAAP”).

 

The Fund follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board Accounting Standard Codification Topic 946 Financial Services – Investment Companies.

 

The Fund may invest in certain other investment companies (underlying funds). For specific investments in underlying funds, please refer to the complete schedule of portfolio holdings on Form N-CSR(S) for this reporting period, which is filed with the U.S. Securities and Exchange Commission (SEC). For more information about the underlying Fund’s operations and policies, please refer to those Funds’ semiannual and annual reports, which are filed with the SEC.

14

 


BlueStar Israel Technology ETF 


NOTES TO FINANCIAL STATEMENTS

September 30, 2019 (Continued)

 

A. Security Valuation. Securities listed on a securities exchange, market or automated quotation system for which quotations are readily available (except for securities traded on NASDAQ), including securities traded over the counter, are valued at the last quoted sale price on the primary exchange or market (foreign or domestic) on which they are traded on the valuation date (or at approximately 4:00 pm Eastern Time if a security’s primary exchange is normally open at that time), or, if there is no such reported sale on the valuation date, at the most recent quoted bid price. For securities traded on NASDAQ, the NASDAQ Official Closing Price will be used.

 

Securities for which quotations are not readily available are valued at their respective fair values as determined in good faith by the 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 Fund’s Board. The use of fair value pricing by the Fund may cause the net asset value of its shares to differ significantly from the net asset value that would be calculated without regard to such considerations. As of September 30, 2019, the Fund did not hold any fair valued securities.

 

As described above, the Fund utilizes various methods to measure the fair value of its investments on a recurring basis. U.S. 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.

15

 


BlueStar Israel Technology ETF


NOTES TO FINANCIAL STATEMENTS

September 30, 2019 (Continued)

 

The following is a summary of the inputs used to value the Funds’ net assets as of September 30, 2019:

 

BlueStar Israel Technology ETF

 

Assets^
  Level 1     Level 2     Level 3     Total  
Common Stocks   $ 73,587,144     $     $     $ 73,587,144  
Short-Term Investments     231,429                   231,429  
Investments Purchased with Securities Lending Collateral*                       15,083,155  
Total Investments in Securities   $ 73,818,573     $     $     $ 88,901,728  

 

^ See Schedule of Investments for classifications by country and industry.

 

* Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy. The fair value amounts presented in the table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Schedule of Investments.

 

B. Federal Income Taxes. The Fund has elected to be taxed as a “regulated investment company” and intends to distribute substantially all taxable income to its shareholders and otherwise comply with the provisions of the Internal Revenue Code applicable to regulated investment companies. Therefore, no provisions for federal income taxes or excise taxes have been made.

 

To avoid imposition of the excise tax applicable to regulated investment companies, the Fund intends to declare each year as dividends, in each calendar year, at least 98.0% of its net investment income (earned during the calendar year) and 98.2% of its net realized capital gains (earned during the twelve months ended October 31) plus undistributed amounts, if any, from prior years.

 

Net capital losses incurred after October 31, within the taxable year are deemed to arise on the first business day of the Fund’s next taxable year.

 

The Fund recognizes the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities. The Fund has analyzed its tax position and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions expected to be taken in the Fund’s 2019 tax returns. The Fund identifies its major tax jurisdictions as U.S. Federal, the State of New Jersey, and the State of Delaware; however the Fund 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 twelve months.

 

As of September 30, 2019, management has reviewed the tax positions for open periods (for federal purposes, three years from the date of filing and for state purposes, four years from the date of filing) as applicable to the Fund, and has determined that no provision for income tax is required in the Fund’s financial statements.

 

C. 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. Discounts/premiums on debt securities purchased are accreted/amortized over the life of the respective securities using the effective interest method. Dividend income is recorded on the ex-dividend date. Interest income is recorded on an accrual basis. Income, including gains, from investments in foreign securities received by the Fund may be subject to income, withholding or other taxes imposed by foreign countries.

 

16


BlueStar Israel Technology ETF 


NOTES TO FINANCIAL STATEMENTS
September 30, 2019 (Continued)

 

D. Foreign Currency Translations and Transactions. The Fund may engage in foreign currency transactions. Foreign currency transactions are translated into U.S. dollars on the following basis: (i) market value of investment securities, assets and liabilities at the daily rates of exchange, and (ii) purchases and sales of investment securities, dividend and interest income and certain expenses at the rates of exchange prevailing on the respective dates of such transactions. For financial reporting purposes, the Fund does not isolate changes in the exchange rate of investment securities from the fluctuations arising from changes in the market prices of securities for unrealized gains and losses. However, for federal income tax purposes, the Fund does isolate and treat as ordinary income the effect of changes in foreign exchange rates on realized gains or losses from the sale of investment securities and payables and receivables arising from trade-date and settlement-date differences.

 

E. Distributions to Shareholders. Distributions to shareholders from net investment income, if any are generally declared and paid by the Fund on a quarterly basis. Net realized gains on securities of the Fund normally are declared and paid on 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 at the date of the financial statements, as well as the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.

 

G. Share Valuation. The net asset value (“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 of the Fund, rounded to the nearest cent. The Fund’s shares will not be priced on the days on which the NYSE is closed for trading. The offering and redemption price per share for the Fund is equal to the Fund’s net asset value 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 made against the Fund that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.

 

NOTE 3 – RISK FACTORS

Investing in the BlueStar Israel Technology ETF may involve certain risks, as discussed in the Fund’s prospectus, including, but not limited to, those described below. Any of these risks could cause an investor to lose money.

 

Market Risk. Financial markets rise and fall in response to a variety of factors, sometimes rapidly and unpredictably. As with any investment whose performance is tied to these markets, the value of an investment in a fund will fluctuate, which means that an investor could lose money over short or long periods.

 

Investment Style Risk. The Fund is not actively managed. Therefore, the Fund follows the securities included in its respective index during upturns as well as downturns. Because of its indexing strategy, the Fund does not take steps to reduce market exposure or to lessen the effects of a declining market. In addition, because of the Fund’s expenses, the Fund’s performance may be below that of its index.

17

 

BlueStar Israel Technology ETF 


NOTES TO FINANCIAL STATEMENTS
September 30, 2019 (Continued)

 

Equity Risk. The prices of equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. In addition, equity markets tend to move in cycles which may cause stock prices to fall over short or extended periods of time.

 

Securities Lending Risk. Securities lending involves the risk of loss of rights in, or delay in recovery of, the loaned securities if the borrower fails to return the security loaned or becomes insolvent.

 

Concentration Risk. To the extent that the Fund’s or its underlying index’s portfolio is concentrated in the securities of issuers in a particular market, industry, group of industries, sector or asset class, the Fund may be adversely affected by the performance of those securities, may be subject to increased price volatility and may be more vulnerable to adverse economic, market, political or regulatory occurrences affecting that market, industry, group of industries, sector or asset class.

 

NOTE 4 – COMMITMENTS AND OTHER RELATED PARTY TRANSACTIONS

 

ETF Managers Group, LLC (the “Advisor”), serves as the investment advisor to the Fund. Pursuant to an Investment Advisory Agreement (“Advisory Agreement”) between the Trust, on behalf of the Fund, and the Advisor, the Advisor 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.

 

Under the Investment Advisory Agreement with the Fund, the Advisor has overall responsibility for the general management and administration of the Fund and arranges for sub-advisory, transfer agency, custody, fund administration, securities lending, and all other non-distribution related services necessary for the Fund to operate. The Advisor bears the costs of all advisory and non-advisory services required to operate the Fund, in exchange for a single unitary fee. For services provided the Fund pays the Advisor at an annual rate of 0.75% of the Fund’s average daily net assets. The Advisor has an agreement with, and is dependent on, a third party to pay the Fund’s expenses in excess of 0.75% of the Fund’s average daily net assets. Additionally, under the Investment Advisory Agreement, the Advisor has agreed to pay all expenses of the Fund, except for: the fee paid to the Advisor pursuant to the Investment 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, and distribution (12b-1) fees and expenses (collectively, “Excluded Expenses”). The Advisor has entered into an Agreement with ITEQ ETF Partners, LLC (the “Sponsor”), under which the Sponsor agrees to sublicense the use of the Underlying Index to the Advisor. The Sponsor also provides marketing support for the Fund, including distributing marketing materials related to the Fund. ITEQ ETF Partners, LLC is a privately held business focused on bringing exchange-traded investment products to investors in the U.S. The Sponsor does not make investment decisions, provide investment advice, or otherwise act in the capacity of an investment adviser to the Fund. Additionally, the Sponsor is not involved in the maintenance of the Underlying Index and does not otherwise act in the capacity of an index provider.

 

U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services (the “Administrator”), provides fund accounting, fund administration, and transfer agency services to the Fund. The Advisor compensates the Administrator for these services under an administration agreement between the two parties.

 

The Advisor pays each independent Trustee a quarterly fee for service to the Fund. Each Trustee is also reimbursed by the Advisor for all reasonable out-of-pocket expenses incurred in connection with his duties as Trustee, including travel and related expenses incurred in attending Board meetings.

18

 


BlueStar Israel Technology ETF 


NOTES TO FINANCIAL STATEMENTS
September 30, 2019 (Continued)

 

NOTE 5 – DISTRIBUTION PLAN

 

The Fund has adopted a Plan of Distribution pursuant to Rule 12b-1 under the 1940 Act. Under the Plan, the Fund may pay compensation to the Distributor or any other distributor or financial institution with which the Trust has an agreement with respect to the Fund, with the amount of such compensation not to exceed an annual rate of 0.25% of each Fund’s average daily net assets. For the year ended September 30, 2019, the Fund did not incur any 12b-1 expenses.

 

NOTE 6 - PURCHASES AND SALES OF SECURITIES

 

The costs of purchases and sales of securities, excluding short-term securities and in-kind transactions, for the year ended September 30, 2019:

 

    Purchases     Sales
BlueStar Israel Technology ETF   $ 14,416,040     $ 15,248,610  

  

The costs of purchases and sales of in-kind transactions associated with creations and redemptions for the year ended September 30, 2019:

 

    Purchases
In-Kind
    Sales
In-Kind
BlueStar Israel Technology ETF   $ 18,909,435     $ 11,139,628  

 

Purchases in-kind are the aggregate of all in-kind purchases and sales in-kind are the aggregate of all proceeds from in-kind sales. Net capital gains or losses resulting from in-kind redemptions are excluded from the determination of the Fund’s taxable gains and are not distributed to shareholders.

 

There were no purchases or sales of U.S. Government obligations for the year ended September 30, 2019.

 

NOTE 7 — SECURITIES LENDING

 

The Fund may lend up to 331/3% of the value of the securities in its portfolio to brokers, dealers and financial institutions (but not individuals) under terms of participation in a securities lending program administered by U.S. Bank N.A. (“the Custodian”). The securities lending agreement requires that loans are collateralized at all times in an amount equal to at least 102% of the value of any loaned securities at the time of the loan, plus accrued interest. The Fund receives compensation in the form of fees and earns interest on the cash collateral. The amount of fees depends on a number of factors including the type earns of security and length of the loan. The Fund continues to receive interest payments or dividends on the securities loaned during the borrowing period. Gain or loss in the fair value of securities loaned that may occur during the term of the loan will be for the account of the Fund. The Fund has the right under the terms of the securities lending agreement to recall the securities from the borrower on demand. As of September 30, 2019, the Fund had loaned securities and received cash collateral for the loans. The cash collateral is invested by the Custodian in accordance with approved investment guidelines. Those guidelines require the cash collateral to be invested in readily marketable, high quality, short-term obligations; however, such investments are subject to risk of payment delays or default on the part of the issuer or counterparty or otherwise may not generate sufficient interest to support the costs associated with securities lending. The Fund could also experience delays in recovering its securities and possible loss of income or value if the borrower fails to return the borrowed securities, although the Fund is indemnified from this risk by contract with the securities lending agent.

19

 


BlueStar Israel Technology ETF


NOTES TO FINANCIAL STATEMENTS
September 30, 2019 (Continued)

 

As of September 30, 2019, the value of the securities on loan and payable for collateral due to broker were as follows:

 

Value of Securities on Loan Collateral Received

 

Fund   Values of
Securities
on Loan
    Fund
Collateral
Received*
 
BlueStar Israel Technology ETF   $ 14,805,494     $ 15,083,155  

 

* The cash collateral received was invested in the Mount Vernon Liquid Assets Portfolio, an investment with an overnight and continuous maturity, as shown on the Schedule of Investments.

 

NOTE 8 – FEDERAL INCOME TAXES

 

The components of distributable earnings (losses) and cost basis of investments for federal income tax purposes at September 30, 2019 were as follows:

 

    Cost     Gross
Unrealized
Appreciation
    Gross
Unrealized
Depreciation
    Net
Unrealized
Appreciation
(Depreciation)
 
BlueStar Israel Technology ETF   $ 78,365,379     $ 16,143,037     $ (5,606,688 )   $ 10,536,349  

 

    Undistributed
Ordinary
Income
    Undistributed
Long-Term
Gain
    Total
Distributable
Earnings
    Other
Accumulated
(Loss)
    Total
Accumulated
Gain
 
BlueStar Israel Technology ETF   $     $     $     $ (1,915,372 )   $  8,620,977  

 

As of September 30, 2019, the Fund had accumulated capital loss carryovers of:

 

    Capital Loss
Carryover
ST
    Capital Loss
Carryover
LT
    Expires  
BlueStar Israel Technology ETF   $ (731,492 )   $ (1,152,612 )     Indefinite  

 

Under current tax law, capital and currency losses realized after October 31 of a Fund’s fiscal year may be deferred and treated as occurring on the first business day of the following fiscal year for tax purposes. The following Funds had deferred post-October capital and currency losses, which will be treated as arising on the first business day of the year ended September 30, 2019.

 

    Late Year
Ordinary Loss
    Post-October
Capital Loss
BlueStar Israel Technology ETF   $ (31,266 )   None

 


20

 


BlueStar Israel Technology ETF 


NOTES TO FINANCIAL STATEMENTS
September 30, 2019 (Continued)

 

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 net asset value per share. For the fiscal year ended September 30, 2019, the following table shows the reclassifications made:

 

    Total
Distributable
Earnings/(Loss)
    Paid-In
Capital
 
BlueStar Israel Technology ETF   $ (3,103,855 )   $ 3,103,855  

 

The tax character of distributions paid by the Fund during the fiscal years ended September 30, 2019 and September 30, 2018 are as follows:

 

    Year Ended
September 30, 2019
    Year Ended
September 30, 2018
 
    From
Ordinary
Income
    Return
of
Capital
    From
Ordinary
Income
    From
Capital
Gains
 
BlueStar Israel Technology ETF   $ 150,718     $ 14,773     $ 163,624     $  

 

NOTE 9 – NEW ACCOUNTING PRONOUNCEMENTS

 

In August 2018, FASB issued Accounting Standards Update (“ASU”) 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 ASU 2018-13 and has early adopted the relevant provisions of the disclosure framework.

 

NOTE 10 – LEGAL MATTERS

 

The Trust, a former and current trustee of the Trust, the Adviser and certain officers of the Adviser are defendants in an action filed May 2, 2017 in the Superior Court of New Jersey captioned PureShares, LLC d/b/a PureFunds et al. v. ETF Managers Group, LLC et al., Docket No. C-63-17. The PureShares action alleges claims based on disputes arising out of contractual relationships with the Adviser. The action seeks damages in unspecified amounts and injunctive relief based on breach of contract, wrongful termination, and several other theories. The matter is scheduled for trial in January 2020.

 

The Adviser, its parent, Exchange Traded Managers Group, LLC and its chief executive officer are defendants in a case filed on October 26, 2017 in the United States District Court for the Southern District of New York by NASDAQ, Inc. captioned Nasdaq, Inc. v. Exchange Traded Managers Group, LLC et al., Case 1:17-cv-08252. This action arises out of related facts and circumstances in the New Jersey litigation and asserts claims for breach of contract, wrongful termination and certain other theories with respect to the same exchange traded funds discussed above. The matter was the subject of a bench trial in the Southern District of New York in May 2019, with closing arguments held on July 10, 2019. The parties are now awaiting the decision of the court. While the Adviser cannot predict the outcome of this lawsuit, the Adviser believes that any judgement against it will not affect its ability to continue to act as investment adviser to the Funds. Management of the Trust and the Fund, after consultation with legal counsel, believes that the resolution of these matters will not have a material adverse effect on the Fund’s financial statements.

21

 

BlueStar Israel Technology ETF

 

NOTES TO FINANCIAL STATEMENTS
September 30, 2019 (Continued)

 

NOTE 11 – SUBSEQUENT EVENTS

 

In preparing these financial statements, the Fund has evaluated events and transactions for potential recognition or disclosure through the date the financial statements were issued. The evaluation did not result in any subsequent events that necessitated disclosures and/or adjustments to the Financial Statements.

22

 


BlueStar Israel Technology ETF 


Report of Independent Registered Public Accounting Firm

 

To the Board of Trustees of ETF Managers Trust

and the Shareholders of BlueStar Israel Technology ETF:

 

Opinion on the Financial Statements

 

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of BlueStar Israel Technology ETF (the “Fund”) (a series of ETF Managers Trust) as of September 30, 2019, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the four years in the period then ended, and 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 September 30, 2019, and the results of its operations for the year then ended, the changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the four years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these 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 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 audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, 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 and financial highlights. 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 and financial highlights. Our procedures included confirmation of securities owned as of September 30, 2019 by correspondence with the custodian. We believe that our audits provide a reasonable basis for our opinion.

 

/s/WithumSmith+Brown, PC

 

We have served as the auditor for one or more series of the Trust since 2013.

 

New York, NY 

November 27, 2019

23

 


BlueStar Israel Technology ETF 


EXPENSE EXAMPLE 

Six Months Ended September 30, 2019 (Unaudited)

 

As a shareholder of BlueStar Israel Technology ETF (the “Fund”) 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. These examples are 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 six-month period (April 1, 2019 to September 30, 2019).

 

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.

 

BlueStar Israel Technology ETF

 

    Beginning
Account Value
April 1, 2019
    Ending
Account Value
September 30, 2019
    Expenses Paid
During the
Period^
    Annualized
Expense Ratio
During Period
April 1, 2019
to
September 30, 2019
Actual   $ 1,000.00     $ 1,073.70     $ 3.90       0.75 %
                                 
Hypothetical (5% annual)   $ 1,000.00     $ 1,021.31     $ 3.80       0.75 %

 

^ The dollar amounts shown as expenses paid during the period are equal to the annualized six-month expense ratio multiplied by the average account value during the period, multiplied by 183/365 (to reflect the One-half year period from April 1, 2019 to September 30, 2019)

24

 


BlueStar Israel Technology ETF 


SUPPLEMENTARY INFORMATION
September 30, 2019 (Unaudited) 

 

NOTE 1 – FREQUENCY DISTRIBUTION OF PREMIUMS AND DISCOUNTS

 

Information regarding how often shares of the Fund traded on the Exchange at a price above (i.e., at a premium) or below (i.e., at a discount) the NAV is available on the Fund’s website at www.iteqetf.com.

 

NOTE 2 – FEDERAL TAX INFORMATION

 

Qualified Dividend Income/Dividends Received Deduction

 

For the fiscal year ended September 30, 2019, certain dividends paid by the Fund may be subject to a maximum tax rate of 15%, as provided for by the Jobs and Growth Tax Reconciliation Act of 2003. The percentage of dividends declared from ordinary income designated as qualified dividend income was as follows:

 

Fund Name QDI
BlueStar-Israel Technology ETF 100.00%

 

For corporate shareholders, the percent of ordinary income distributions qualifying for the corporate dividends received deduction for the fiscal year ended September 30, 2019 was as follows:

 

Fund Name DRD
BlueStar-Israel Technology ETF 5.77%

 

Short Term Capital Gain

 

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 the Fund was as follows:

 

Fund Name Short-Term Capital Gain
BlueStar-Israel Technology ETF 0.00%

 

25

 

BlueStar Israel Technology ETF

 

SUPPLEMENTARY INFORMATION

September 30, 2019 (Unaudited) (Continued)

 

NOTE 3 – INFORMATION ABOUT PORTFOLIO HOLDINGS

 

The Fund files a Form N-Q with the Securities and Exchange Commission (the ‘‘SEC’’) no more than sixty days after the Fund’s first and third fiscal quarters. For the Fund, this would be for the fiscal quarters ending June 30 and December 31. Form N-Q includes a complete schedule of the Funds’ portfolio holdings as of the end of those fiscal quarters. The Fund’s N-Q filings can be found free of charge on the SEC’s website at http://www.sec.gov. The Fund’s portfolio holdings are posted on the Fund’s website at www.iteqetf.com daily.

 

NOTE 4 – INFORMATION ABOUT PROXY VOTING

 

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 toll-free at 1-844-ETF-MGRS (1-844-383-6477), by accessing the SEC’s website at www.sec.gov, or by accessing the Fund’s website at www.iteqetf.com.

 

Information regarding how the Fund voted proxies relating to portfolio securities during the period ending June 30 is available by calling toll-free at 1-844-ETF-MGRS (1-844-383-6477) or by accessing the SEC’s website at www.sec.gov.

 

Carefully consider the Fund’s investment objectives, risk factors, charges, and expenses before investing. This and additional information can be found in the Fund’s prospectus, which may be obtained by calling 1-844-ETF-MGRS (1-844-383-6477) or by visiting www.iteqetf.com. Read the prospectus carefully before investing.

26

 

BlueStar Israel Technology ETF

 

Board of Trustees

 

Set forth below are the names, birth years, positions with the Trust, length of term of office, and the principal occupations and other directorships held during at least the last five years of each of the persons currently serving as a Trustee of the Trust, as well as information about each officer. The business address of each Trustee and officer is 30 Maple Street, 2nd Floor, Summit, New Jersey 07901. The SAI includes additional information about Fund directors and is available, without charge, upon request by calling 1-844-ETF-MGRS (1-844-383-6477).

 

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

Number of

Portfolios in Fund Complex Overseen

By Trustee

Other

Directorships

Held by

Trustee During

Past 5 Years

Interested Trustee and Officers
Samuel Masucci, III (1962) Trustee, Chairman of the Board and President (since 2012); Secretary (since 2014)

Chief Executive Officer, Exchange Traded Managers Group LLC (since 2013); Chief Executive Officer, ETF Managers Group LLC (since 2016); Chief Executive Officer, ETF Managers Capital LLC (commodity pool operator) (since 2014); Chief Executive Officer (2012-2016) and Chief Compliance Officer (2012-2014), Factor Advisors, LLC (investment adviser); President and Chief Executive Officer, Factor Capital Management LLC (2012-2014) (commodity pool operator);

 

8 None
John A. Flanagan, (1946)

Treasurer (since 2015)

 

President, John A. Flanagan CPA, LLC (accounting services) (since 2010); Treasurer, ETF Managers Trust (since 2015); Principal Financial Officer, ETF Managers Capital, LLC (commodity pool operator) (since 2015)

 

n/a n/a
Reshma A. Tanczos (1978)

Chief Compliance Officer (since 2016)

Chief Compliance Officer, ETF Managers Group LLC (since 2016); Chief Compliance Officer, ETF Managers Capital LLC (since 2016); Partner, Crow & Cushing (law firm) (2007-2016). n/a n/a

 

* Mr. Masucci is an interested Trustee by virtue of his role as the Chief Executive Officer of the Adviser.

27


BlueStar Israel Technology ETF

Board of Trustees (Continued)

 

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

Number of
Portfolios in Fund Complex Overseen
By Trustee

Other

Directorships

Held by

Trustee During

Past 5 Years

Independent Trustees
Terry Loebs
(1963)

Trustee (since 2014)

 

Founder and Managing Member, Pulsenomics LLC (index product development and consulting firm) (since 2011); Managing Director, MacroMarkets, LLC (exchange-traded products firm) (2006-2011). 8 None
Jared A. Chase (1955)

Trustee (since 2018)

 

Chief Operating and Financial Officer, Root Capital (a 501(c)(3) non-profit lender); Chairman, State Street Global Alliance LLC, State Street Corporation (2007-2012); Head of Global Treasury, Liability Management, Money Markets & Derivatives, State Street Corporation (2004-2007) 8 None

 

28

 

BlueStar Israel Technology ETF

 

ETF MANAGERS TRUST


Privacy Policy and Procedures

 

ETF Managers Trust, (the “Trust”) has adopted the following privacy policies in order to safeguard the personal information of the Trust’s customers and consumers in accordance with Regulation S-P as promulgated by the U.S. Securities and Exchange Commission.

 

Trust officers are responsible for ensuring that the following policies and procedures are implemented:

 

1) The Trust is committed to protecting the confidentiality and security of the information they collect and will handle personal customer and consumer information only in accordance with Regulation S-P and any other applicable laws, rules and regulations1. The Trust will ensure: (a) the security and confidentiality of customer records and information; (b) that customer records and information are protected from any anticipated threats and hazards; and (c) that customer records and information are protected from unauthorized access or use.

 

2) The Trust conducts its business affairs through its trustees, officers and third parties that provide services pursuant to agreements with the Trust. The Trust has no employees. It is anticipated that

 

the trustees and officers of the Trust who are not employees of service providers of the Trust will not have access to customer records and information in the performance of their normal responsibilities for the Trust.

 

3) The Trust may share customer information with its affiliates, subject to the customers’ right to prohibit such sharing.

 

4) The Trust may share customer information with unaffiliated third parties only in accordance with the requirements of Regulation S-P. Pursuant to this policy, the Trust will not share customer information with unaffiliated third parties other than as permitted by law, unless authorized to do so by the customer.

 

Consistent with these policies, the Trust has adopted the following procedures:

 

1) The Trust will determine that the policies and procedures of its affiliates and Service Providers are reasonably designed to safeguard customer information and only permit appropriate and authorized access to and use of customer information through the application of appropriate administrative, technical and physical protections.

 

2) The Trust will direct each of its Service Providers to adhere to the privacy policy of the Trust and to its privacy policies with respect to all customer information of the Trust and to take all actions reasonably necessary so that the Trust is in compliance with the provisions of Regulation S-P, including, as applicable, the development and delivery of privacy notices and the maintenance of appropriate and adequate records.

 

3) The Trust requires its Service Providers to provide periodic reports to the Trust’s Board of Trustees outlining their privacy policies and the implementation of such policies. Each Service Provider is required to promptly report to the Trust’s Board any material changes to its privacy policy before, or promptly after, the adoption of such changes

 

(1) Generally, the Funds have institutional clients which are not considered “customers” for purposes of regulation S-P.

29

 

Advisor
ETF Managers Group, LLC

30 Maple Street, Suite 2, Summit, NJ 07901

 

Distributor

ETFMG Financial, Inc.

30 Maple Street, Suite 2, Summit, NJ 07901

 

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 doing business as U.S. Bank Global Fund Services

615 East Michigan Street, Milwaukee, Wisconsin 53202

 

Securities Lending Agent

U.S Bank, National Association

Securities Lending

800 Nicolet Mall

Minneapolis, MN 55402-7020

 

Independent Registered Public Accounting Firm

WithumSmith + Brown, PC

1411 Broadway, 9th Floor, New York, NY 10018

 

Legal Counsel

Sullivan & Worcester LLP

1666 K Street NW, Washington, DC 20006



 

 

 

Annual Report

  

September 30, 2019

 

Etho Climate Leadership U.S. ETF
Ticker: ETHO

 

Beginning on January 1, 2021, as permitted by regulations adopted by the SEC, paper copies of the Fund’s shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the Fund’s 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 Fund reports in paper free of charge. Please contact your financial intermediary to inform them that you wish to continue receiving paper copies of Fund shareholder reports and for details about whether your election to receive reports in paper will apply to all funds held with your financial intermediary.

  

 

The fund is a series of ETF Managers Trust.


Etho Climate Leadership U.S. ETF

TABLE OF CONTENTS
September 30, 2019


 

  Page
Shareholder Letter 2
   
Growth of $10,000 Investment 3
   
Top 10 Holdings 4
   
Important Disclosures and Key Risk Factors 5
   
Portfolio Allocations 6
   
Schedule of Investments 7
   
Statement of Assets and Liabilities 16
   
Statement of Operations 17
   
Statements of Changes in Net Assets 18
   
Financial Highlights 19
   
Notes to the Financial Statements 20
   
Report of Independent Registered Public Accounting Firm 29
   
Expense Example 30
   
Supplementary Information 31
   
Information About Portfolio Holdings 32
   
Information About Proxy Voting 32
   
Trustees and Officers Table 33
   
Privacy Policy 35
1

Etho Climate Leadership U.S. ETF  

 

Dear Shareholder,

 

On behalf of the entire team, we want to express our appreciation for the confidence you have placed in the Etho Climate Leadership U.S. Exchange-Traded Fund (“ETHO” or the “Fund”). The following information pertains to the fiscal period from October 1, 2018 to September 30, 2019.

 

The Fund seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of the Etho Climate Leadership Index – U.S. (the “Index”).

 

For the fiscal period ended September 30, 2019, the total return for the Fund was 6.53%, while the total return for the Index was 6.18%. The best performing sectors in the Fund on the basis of contribution to return were Information Technology and Real Estate while the worst performers were Health Care and Communication Services.

 

As you may know, the Etho Climate Leadership U.S. ETF offers broad diversification across companies that have demonstrated efficiency and leadership with their use of resources and their supply chains when compared to industry peers. The Fund holds roughly 270 equities equally weighted and results in a carbon emissions profile that is, on average, 50-70% lower per dollar invested than conventional U.S. benchmark indices.1 ETHO avoids investment in any direct fossil fuel companies, as well as enablers of that industry, along with a series of other unsustainable industries such as Tobacco/Weapons/Gambling, etc. Equal weighting of the Fund allows for the elimination of equities that do not meet ETHO’s standards without there being a significant impact on the diversification or performance of the Fund. It also creates broad exposure to both the sectors and factors that potentially make for greater stability and higher performance.

 

There is much ahead for environmentally sustainable and socially responsible investing. We are thankful you have joined us by investing in the Etho Climate Leadership U.S. ETF.

 

You can find further details about ETHO by visiting www.etfmg.com, or by calling 1- 844-ETF-MGRS (1-844-383-6477).

  

Sincerely,

 

 

 
Samuel Masucci III
Chairman of the Board
 

 



1 Etho Capital. www.ethocapital.com
2

Etho Climate Leadership U.S. ETF
Growth of $10,000 (Unaudited)

 

 

 

Average Annual Returns
Year Ended September 30, 2019
  1 Year
Return
  Since
Inception
(11/18/2015)
  Value of
$10,000
(9/30/2019)
Etho Climate Leadership U.S. ETF (NAV)     6.53 %     13.63 %   $ 16,396  
Etho Climate Leadership U.S. ETF (Market)     6.40 %     13.63 %   $ 16,395  
S&P 500 Index     4.25 %     11.92 %   $ 15,461  
Etho Climate Leadership Index - U.S.     6.18 %     13.03 %   $ 16,064  

 

Performance data quoted represents past performance and 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 of less than their original cost. Current performance of the Fund may be lower or higher than the performance quoted. All performance is historical and includes reinvestment of dividends and capital gains. Performance data current to the most recent month end may be obtained by calling 1-844- ETF-MGRS (1-844-383-6477).

 

The chart illustrates the performance of a hypothetical $10,000 investment made on November 18, 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 from the sales of Fund shares. The chart assumes reinvestment of capital gains and dividends. The chart assumes reinvestment of capital gains and dividends, if any. The Index Returns do not reflect fees or expenses and are not available for direct investment.

3

Etho Climate Leadership U.S. ETF

 

Top Ten Holdings as of September 30, 2019 (Unaudited)*

 

    Security   % of Total
Investments
1   SunPower Corp.   0.46%
2   Itron, Inc.   0.43%
3   Cypress Semiconductor Corp.   0.43%
4   ToyBuild Corp.   0.41%
5   Trex Co., Inc.   0.40%
6   Teradyne, Inc.   0.40%
7   Hasbro, Inc.   0.38%
8   Cincinnati Financial Corp.   0.37%
9   Ormat Technologies, Inc.   0.37%
10   Gentex Corp.   0.37%
         
    Top Ten Holdings 4.02% of Total Investments    
    * Current Fund holdings may not be indicative of future Fund holdings.    

 

4

Etho Climate Leadership U.S. ETF

 

Important Disclosures and Key Risk Factors

 

Investing involves risk, including the possible loss of principal. Shares of any 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. Narrowly focused investments typically exhibit higher volatility.

 

The Etho Climate Leadership U.S. ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of the Etho Climate Leadership Index – US (the “Index”).

 

Funds that invest in smaller companies may experience greater volatility. The Fund’s return may not match or achieve a high degree of correlation with the return of the Etho Climate Leadership Index –US (ticker: ETHO INDEX). To the extent the Fund utilizes a sampling approach, it may experience tracking error to a greater extent than if the Fund had sought to replicate the Index. Diversification does not guarantee a profit, nor does it protect against a loss in a declining market.

 

The Etho Climate Leadership Index™ (ECLI) is a broad-based index of publicly traded U.S. companies that are, on average, more climate efficient (as measured by carbon emission as percentage of market capitalization) than their industry peers.

 

S&P 500: The S&P 500 Index is the Standard & Poor’s composite index of 500 stocks, a widely recognized, unmanaged index of common stock prices.

5

Etho Climate Leadership U.S. ETF

 

PORTFOLIO ALLOCATIONS

As of September 30, 2019 (Unaudited)

 

    Etho Climate
Leadership U.S.
ETF
 
As a percent of Net Assets:    
Bermuda     1.6 %
Ireland     0.7  
Switzerland     0.4  
United States     95.9  
Closed-End Funds     0.4  
Short-Term and other Net Assets (Liabilities)     1.0  
      100.0 %
6

Etho Climate Leadership U.S. ETF

 

Schedule of Investments

September 30, 2019

 

    Shares     Value  
COMMON STOCKS - 98.5%                
Bermuda - 1.6%                
Capital Markets - 0.7%                
Invesco, Ltd. (c)     9,993     $ 169,281  
Lazard Ltd. - Class A     5,396       188,860  
Total Capital Markets             358,141  
Chemicals - 0.5%                
Axalta Coating Systems, Ltd. (a)     7,545       227,482  
Insurance - 0.4%                
White Mountains Insurance Group, Ltd.     205       221,400  
Total Bermuda             807,023  
                 
Ireland - 0.7%                
Machinery - 0.3%                
Ingersoll-Rand PLC     1,768       217,834  
Technology Hardware, Storage & Peripherals - 0.4%                
Seagate Technology PLC     4,018       216,128  
Total Ireland             433,962  
                 
Switzerland - 0.4%                
Electronic Equipment, Instruments & Components - 0.4%                
TE Connectivity, Ltd.     2,365       220,371  
                 
United States - 95.9%                
Airlines - 0.8%                
Southwest Airlines Co.     3,675       198,487  
United Airlines Holdings, Inc. (a)(c)     2,384       210,769  
Total Airlines             409,256  
Auto Components - 0.5%                
Gentex Corp. (a)(c)     9,267       255,167  
Automobiles - 0.3%                
Tesla, Inc. (a)(b)(c)     680       163,792  
Banks - 2.2%                
Bank of Hawaii Corp. (c)     2,427       208,552  
Commerce Bancshares, Inc. (c)     3,286       199,296  
First Republic Bank (c)     1,898       183,537  
KeyCorp     12,165       217,023  
Popular, Inc.     3,669       198,420  
SVB Financial Group (a)     855       178,652  
Total Banks             1,185,480  
Biotechnology - 1.2%                
Agios Pharmaceuticals, Inc. (a)(c)     2,821       91,400  
Alnylam Pharmaceuticals, Inc. (a)     2,035       163,655  
Ionis Pharmaceuticals, Inc. (a)(c)     2,344       140,429  
Seattle Genetics, Inc. (a)     2,598       221,869  
Total Biotechnology             617,353  

 

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

7

Etho Climate Leadership U.S. ETF

 

Schedule of Investments

September 30, 2019 (Continued)

 

    Shares     Value  
Building Products - 2.8%                
A.O. Smith Corp. (c)     3,590     $ 171,279  
Apogee Enterprises, Inc.     5,118       199,551  
Armstrong World Industries, Inc.     2,401       232,177  
Lennox International, Inc. (c)     719       174,695  
Masco Corp.     4,862       202,648  
Simpson Manufacturing Co., Inc. (c)     3,219       223,302  
Trex Co., Inc. (a)(c)     3,093       281,247  
Total Building Products             1,484,899  
Capital Markets – 6.3%                
Affiliated Managers Group, Inc.     1,786       148,863  
Ameriprise Financial, Inc.     1,499       220,503  
Cboe Global Markets, Inc.     1,998       229,590  
CME Group, Inc.     1,159       244,943  
E*TRADE Financial Corp.     4,106       179,391  
Eaton Vance Corp.     4,777       214,631  
FactSet Research Systems, Inc. (c)     768       186,601  
Federated Investors, Inc. - Class B     6,567       212,836  
Intercontinental Exchange, Inc.     2,503       230,952  
Morningstar, Inc.     1,512       220,964  
MSCI, Inc.     959       208,822  
Nasdaq, Inc.     2,182       216,782  
Northern Trust Corp. (c)     2,115       197,372  
S&P Global, Inc.     905       221,707  
SEI Investments Co.     3,664       217,110  
T. Rowe Price Group, Inc. (c)     1,910       218,218  
Total Capital Markets             3,369,285  
Chemicals - 2.1%                
Albemarle Corp. (c)     2,329       161,912  
Ecolab, Inc.     1,078       213,487  
Ingevity Corp. (a)     1,802       152,882  
International Flavors & Fragrances, Inc. (c)     1,482       181,827  
Intrepid Potash, Inc. (a)     50,282       164,422  
RPM International, Inc.     3,303       227,279  
Total Chemicals             1,101,809  
Commercial Services & Supplies - 2.1%                
Brink’s Co. (c)     2,531       209,946  
Copart, Inc. (a)     3,141       252,317  
Herman Miller, Inc.     5,429       250,223  
SP Plus Corp. (a)     5,562       205,794  
Stericycle, Inc. (a)(c)     3,494       177,949  
Total Commercial Services & Supplies             1,096,229  
Communications Equipment - 1.5%                
Ciena Corp. (a)     5,096       199,916  
Cisco Systems, Inc.     3,540       174,911  
F5 Networks, Inc. (a)     1,213       170,329  
Motorola Solutions, Inc.     1,359       231,588  

Total Communications Equipment

            776,744  

 

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

8

Etho Climate Leadership U.S. ETF

 

Schedule of Investments  

September 30, 2019 (Continued)

 

    Shares     Value  
Construction & Engineering - 0.8%                
EMCOR Group, Inc.     2,610     $ 224,773  
Northwest Pipe Co. (a)     7,984       224,750  
Total Construction & Engineering             449,523  
Consumer Finance - 0.8%                
American Express Co.     1,745       206,399  
Capital One Financial Corp.     2,343       213,166  
Total Consumer Finance             419,565  
Containers & Packaging - 1.5%                
AptarGroup, Inc.     1,799       213,092  
Avery Dennison Corp.     1,691       192,047  
Ball Corp.     3,293       239,763  
Sonoco Products Co. (c)     3,123       181,790  
Total Containers & Packaging             826,692  
Distributors - 0.7%                
Genuine Parts Co. (c)     1,708       170,100  
LKQ Corp. (a)     6,704       210,841  
Total Distributors             380,941  
Diversified Consumer Services - 0.4%                
H&R Block, Inc. (c)     7,996       188,866  
MSCI, Inc.     959       208,822  
Diversified Telecommunication Services - 0.4%                
Zayo Group Holdings, Inc. (a)     6,695       226,961  
Electrical Equipment - 0.3%                
Rockwell Automation, Inc.     1,089       179,467  
Electronic Equipment, Instruments & Components - 4.2%                
Badger Meter, Inc.     3,428       184,084  
CDW Corp.     1,983       244,385  
Dolby Laboratories, Inc. - Class A     3,028       195,730  
IPG Photonics Corp. (a)(c)     1,254       170,042  
Itron, Inc. (a)(c)     4,086       302,200  
Keysight Technologies, Inc. (a)(c)     2,183       212,297  
Littelfuse, Inc.     1,046       185,466  
National Instruments Corp.     4,313       181,103  
OSI Systems, Inc. (a)     2,171       220,487  
Trimble, Inc. (a)     4,711       182,834  
Zebra Technologies Corp. - Class A (a)(c)     909       187,590  
Total Electronic Equipment, Instruments & Components             2,266,218  
Entertainment - 1.4%                
Activision Blizzard, Inc.     4,179       221,153  
Electronic Arts, Inc. (a)     1,872       183,119  
Netflix, Inc. (c)     534       142,909  
Walt Disney Co.     1,721       224,280  
Total Entertainment             771,461  
Food & Staples Retailing - 1.0%                
Northern Trust Corp. (c)     2,115       197,372  
PriceSmart, Inc. (c)     3,232       229,796  
Sysco Corp.     2,861       227,163  
Total Food & Staples Retailing             456,959  

 

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

9

Etho Climate Leadership U.S. ETF

 

Schedule of Investments  

September 30, 2019 (Continued)

 

    Shares     Value  
Food Products - 0.3%                
Hain Celestial Group, Inc. (a)(c)     8,230     $ 176,739  
Health Care Equipment & Supplies - 4.8%                
Align Technology, Inc. (a)     669       121,035  
Becton Dickinson & Co.     764       193,261  
Boston Scientific Corp. (a)     4,957       201,700  
Cooper Cos.     642       190,674  
DexCom, Inc. (a)(c)     1,597       238,336  
Edwards Lifesciences Corp. (a)     994       218,591  
GenMark Diagnostics, Inc. (a)     26,857       162,753  
IDEXX Laboratories, Inc. (a)     851       231,412  
Intuitive Surgical, Inc. (a)(c)     334       180,337  
ResMed, Inc. (c)     1,833       247,657  
Stryker Corp.     966       208,946  
Teleflex, Inc.     631       214,382  
Varian Medical Systems, Inc. (a)     1,343       159,938  
Total Health Care Equipment & Supplies             2,569,022  
Health Care Providers & Services - 3.2%                
AMN Healthcare Services, Inc. (a)(c)     4,043       232,714  
Anthem, Inc.     664       159,426  
Centene Corp. (a)     3,583       155,001  
Henry Schein, Inc. (a)(c)     3,165       200,978  
Humana, Inc.     716       183,060  
Laboratory Corp. of America Holdings (a)     1,247       209,496  
MEDNAX, Inc. (a)     7,039       159,222  
Quest Diagnostics, Inc.     2,124       227,332  
UnitedHealth Group, Inc.     772       167,771  
Total Health Care Providers & Services             1,695,000  
Health Care Technology - 0.8%                
Allscripts Healthcare Solutions, Inc. (a)(c)     19,945       218,996  
Cerner Corp. (b)(c)     3,332       227,143  
Total Health Care Technology             446,139  
Hotels, Restaurants & Leisure - 0.4%                
Chipotle Mexican Grill, Inc. (a)(c)     268       225,246  
Household Durables – 1.8%                
Leggett & Platt, Inc. (c)     4,550       186,277  
PulteGroup, Inc.     6,820       249,271  
Tempur Sealy International, Inc. (a)     3,297       254,528  
TopBuild Corp. (a)     2,935       283,021  
Total Household Durables             973,097  
Household Products - 0.4%                
Church & Dwight Co., Inc.     2,678       201,493  
Independent Power and Renewable Electricity Producers -0.9%                
Ormat Technologies, Inc.     3,458       256,895  
Pattern Energy Group, Inc. - Class A     8,773       236,257  
Total Independent Power and Renewable Electricity Producers             493,152  

 

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

10

Etho Climate Leadership U.S. ETF

 

Schedule of Investments

September 30, 2019 (Continued)

 

    Shares     Value  
         
Insurance - 2.5%                
Aflac, Inc.     3,818     $ 199,758  
Chubb, Ltd.     1,363       220,043  
Cincinnati Financial Corp. (c)     2,223       259,357  
Globe Life, Inc. (c)     2,316       221,780  
Marsh & McLennan Cos., Inc. (c)     2,038       203,902  
Travelers Cos., Inc. (c)     1,393       207,125  
Total Insurance             1,311,965  
Interactive Media & Services - 0.3%                
TripAdvisor, Inc. (a)(c)     3,697       143,000  
Internet & Direct Marketing Retail - 1.2%                
Amazon.com, Inc. (a)     107       185,742  
Booking Holdings, Inc. (a)(c)     109       213,924  
Expedia Group, Inc.     1,602       215,326  
Total Internet & Direct Marketing Retail             614,992  
IT Services - 3.5%                
Broadridge Financial Solutions, Inc.     1,843       229,325  
Cognizant Technology Solutions Corp. - Class A     2,632       158,617  
Fidelity National Information Services, Inc.     1,686       223,833  
Fiserv, Inc. (a)(c)     2,156       223,340  
FleetCor Technologies, Inc. (a)     772       221,394  
MasterCard, Inc. - Class A     809       219,700  
Paychex, Inc. (c)     2,397       198,400  
PayPal Holdings, Inc. (a)     1,832       189,777  
Visa, Inc. - Class A (c)     1,219       209,680  
Total IT Services             1,874,066  
Leisure Products - 0.5%                
Hasbro, Inc. (c)     2,256       267,765  
Life Sciences Tools & Services - 2.8%                
Agilent Technologies, Inc.     2,371       181,690  
Bio-Techne Corp.     961       188,039  
OSI Systems, Inc.     613       186,487  
IQVIA Holdings, Inc. (a)     1,323       197,630  
Mettler-Toledo International, Inc. (a)(c)     264       185,962  
PerkinElmer, Inc. (c)     1,976       168,296  
Thermo Fisher Scientific, Inc.     696       202,723  
Waters Corp. (a)(c)     756       168,762  
Total Life Sciences Tools & Services             1,479,589  
Machinery - 5.9%                
Deere & Co. (c)     1,194       201,404  
Donaldson Co., Inc.     3,819       198,894  
Dover Corp.     2,035       202,605  
Fortive Corp.     2,270       155,631  
Graco, Inc.     3,858       177,622  
ITT, Inc.     3,282       200,826  
Lincoln Electric Holdings, Inc. (c)     2,277       197,553  
Lindsay Corp.     1,961       182,079  
Mueller Water Products, Inc. - Class A     19,084       214,504  
Parker-Hannifin Corp.     1,113       201,019  
Snap-on, Inc. (a)(c)     1,222       191,292  

 

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

11

Etho Climate Leadership U.S. ETF

 

Schedule of Investments 

September 30, 2019 (Continued)

 

    Shares     Value  
Stanley Black & Decker, Inc.     1,402
   $ 202,463  
Toro Co.     2,779       203,701  
WABCO Holdings, Inc. (a)     1,443       193,001  
Watts Water Technologies, Inc. - Class A     2,357       220,921  
Xylem, Inc. (c)     2,414       192,203  
Total Machinery             3,135,718  
Media - 1.6%                
Charter Communications, Inc. - Class A (a)     548       225,842  
Discovery Communications, Inc. - Class C (a)(c)     7,485       184,281  
Liberty Broadband Corp. (a)     2,075       217,190  
Omnicom Group, Inc. (c)     2,622       205,302  
Total Media             832,615  
Metals & Mining - 0.4%                
Reliance Steel & Aluminum Co.     2,117       210,980  
Personal Products - 0.4%                
Estee Lauder Cos., Inc. - Class A     1,151       228,991  
Pharmaceuticals - 1.5%                
Bristol-Myers Squibb Co. (c)     4,012       203,449  
Merck & Co., Inc.     2,298       193,446  
Pfizer, Inc.     4,538       163,050  
Zoetis, Inc.     1,894       235,973  
Total Pharmaceuticals             795,918  
Professional Services - 0.9%                
CoStar Group, Inc. (a)     408       242,026  
Verisk Analytics, Inc. (a)(c)     1,432       226,456  
Total Professional Services             468,482  
Real Estate Investment Trusts (REITs) - 6.7%                
Alexandria Real Estate Equities, Inc. (c)     1,342       206,722  
AvalonBay Communities, Inc.     953       205,209  
Crown Castle International Corp.     1,496       207,959  
Duke Realty Corp.     6,253       212,414  
Equity Commonwealth     5,820       199,335  
Equity Residential (c)     2,542       219,273  
Essex Property Trust, Inc. (c)     661       215,916  
Extra Space Storage, Inc.     1,878       219,388  
Federal Realty Investment Trust     1,388       188,962  
Gladstone Land Corp.     15,220       181,042  
Prologis, Inc.     2,657       226,430  
Realty Income Corp.     2,609       200,058  
Regency Centers Corp.     2,839       197,282  
SBA Communications Corp.     955       230,298  
Simon Property Group, Inc.     1,052       163,744  
UDR, Inc.     4,208       204,004  
Welltower, Inc. (c)     2,471       223,996  
Total Real Estate Investment Trusts (REITs)             3,502,032  
Real Estate Management & Development - 0.7%                
Jones Lang LaSalle, Inc.     1,236       171,878  
St. Joe Co. (a)(c)     11,539       197,663  
Total Real Estate Management & Development             369,541  

 

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

12

Etho Climate Leadership U.S. ETF

 

Schedule of Investments  

September 30, 2019 (Continued)

 

    Shares     Value  
         
Road & Rail - 0.6%                
Amerco (b)(c)     511     $ 199,311  
Lyft, Inc. - Class A (a)     2,430       99,241  
Total Road & Rail             298,552  
Semiconductors & Semiconductor Equipment – 9.1%                
Advanced Micro Devices, Inc. (a)(c)     7,456       216,149  
Analog Devices, Inc.     1,814       202,678  
Applied Materials, Inc. (c)     4,816       240,318  
Cree, Inc. (a)(c)     3,326       162,974  
Cypress Semiconductor Corp.     12,794       298,612  
First Solar, Inc. (a)(c)     3,600       208,836  
Intel Corp.     3,575       184,220  
KLA Corp.     1,600       255,120  
Lam Research Corp.     1,067       246,594  
Maxim Integrated Products, Inc. (c)     3,600       208,476  
Microchip Technology, Inc.     2,300       213,693  
Micron Technology, Inc. (a)     4,604       197,281  
NVIDIA Corp.     1,061       184,688  
ON Semiconductor Corp. (a)(c)     9,250       177,693  
Power Integrations, Inc.     2,725       246,422  
Qorvo, Inc. (a)     2,653       196,693  
Skyworks Solutions, Inc. (c)     2,316       183,543  
SunPower Corp. (a)(c)     29,276       321,159  
Teradyne, Inc.     4,783       276,984  
Texas Instruments, Inc.     1,810       233,924  
Universal Display Corp. (c)     1,246       209,203  
Versum Materials, Inc.     3,784       200,287  
Total Semiconductors & Semiconductor Equipment             4,865,547  
Software - 3.5%                
Adobe Systems, Inc. (a)     714       197,243  
Ansys, Inc. (a)(c)     1,042       230,656  
Autodesk, Inc. (a)     1,221       180,342  
Cadence Design System, Inc. (a)     2,997       198,042  
Intuit, Inc.     730       194,136  
Palo Alto Networks, Inc. (a)(c)     783       159,599  
salesforce.com, Inc. (a)     1,202       178,425  
ServiceNow, Inc. (a)     772       195,972  
Splunk, Inc. (a)     1,528       180,090  
Workday, Inc. - Class A (a)     987       167,751  
Total Software             1,882,256  
Specialty Retail - 4.3%                
Advance Auto Parts, Inc. (c)     1,115       184,421  
American Eagle Outfitters, Inc.     8,667       140,579  
Foot Locker, Inc. (c)     3,174       136,990  
Gap Inc. (c)     7,383       128,169  
Guess?, Inc. (c)     9,774       181,112  
Lowe’s Cos., Inc.     1,750       192,430  
Nordstrom, Inc. (c)     4,321       145,488  
Ross Stores, Inc.     2,047       224,862  
The Home Depot, Inc.     996       231,091  

 

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

13

Etho Climate Leadership U.S. ETF

 

Schedule of Investments  

September 30, 2019 (Continued)

 

    Shares     Value  
TJX Cos., Inc.     3,586     $ 199,884  
Ulta Beauty, Inc. (a)(c)     546       136,855  
Urban Outfitters, Inc. (a)(c)     6,418       180,282  
Williams-Sonoma, Inc. (c)     3,417       232,287  
Total Specialty Retail             2,314,450  
Technology Hardware, Storage & Peripherals - 1.1%                
Apple, Inc.     1,005       225,090  
Hewlett Packard Enterprise Co. (c)     12,404       188,169  
HP, Inc.     9,848       186,324  
Total Technology Hardware, Storage & Peripherals             599,583  
Textiles, Apparel & Luxury Goods - 1.7%                
Hanesbrands, Inc.     10,708       164,047  
Lululemon Athletica, Inc. (a)     1,160       223,335  
Nike, Inc. - Class B     2,263       212,541  
Ralph Lauren Corp.     1,473       140,627  
Tapestry, Inc.     5,903       153,773  
Total Textiles, Apparel & Luxury Goods             894,323  
Thrifts & Mortgage Finance - 0.4%                
Capitol Federal Financial, Inc.     14,561       200,651  
Trading Companies & Distributors - 0.7%                
MSC Industrial Direct Co., Inc. - Class A     2,322       168,415  
United Rentals, Inc. (a)     1,665       207,525  
Total Trading Companies & Distributors             375,940  
Water Utilities - 2.1%                
American States Water Co.     2,682       241,004  
American Water Works Co., Inc. (c)     1,838       228,335  
Aqua America, Inc. (c)     5,243       235,044  
California Water Service Group     3,516       186,102  
Middlesex Water Co.     3,399       220,799  
Total Water Utilities             1,111,284  
Total United States             51,184,795  
TOTAL COMMON STOCKS (Cost $47,502,425)             52,646,151  

 

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

14

Etho Climate Leadership U.S. ETF

 

Schedule of Investments  

September 30, 2019 (Continued)

 

    Shares     Value  
         
INVESTMENT COMPANIES - 0.4%                
Closed-End Funds - 0.4%                
Oaktree Specialty Lending Corp.     37,259     $ 193,002  
TOTAL INVESTMENT COMPANIES (Cost $198,124)             193,002  
                 
SHORT-TERM INVESTMENTS - 1.0%                
Invesco Advisers, Inc. STIT-Treasury Portfolio - Institutional Class, 1.79% (b)
    563,972       563,972  
TOTAL SHORT-TERM INVESTMENTS (Cost $563,972)             563,972  
                 
INVESTMENTS PURCHASED WITH SECURITIES LENDING COLLATERALL - 30.6%                
Mount Vernon Liquid Assets Portfolio, LLC, 2.13% (b)     16,361,917       16,361,917  
TOTAL INVESTMENTS PURCHASED WITH PROCEEDS FROM                
SECURITIES LENDING COLLATERAL (Cost $16,361,917)             16,361,917  
                 
Total Investments (Cost $64,626,438) - 130.6%             69,765,042  
Liabilities in Excess of Other Assets - (30.6)%             (16,333,988 )
TOTAL NET ASSETS - 100.0%           $ 53,431,054  

 

Percentages are stated as a percent of net assets.

 


(a) Non-income producing security.

(b) The rate quoted is the annualized seven-day yield at September 30, 2019.

(c) All or a portion of this security is out on loan as of September 30, 2019.

 

The Global Industry Classification Standard (GICS®) was developed by and/or is the exclusive property of MSCI, Inc. and Standard & Poor’s Financial Services LLC (“S&P”). GICS is a service mark of MSCI and S&P and has been licensed for use by U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services (“Fund Services”).

 

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

15

Etho Climate Leadership U.S. ETF

 

STATEMENT OF ASSETS AND LIABILITIES

As of September 30, 2019

 

    Etho Climate
Leadership U.S.
ETF
 
ASSETS    
Investments in securities, at value*   $ 69,765,042  
Receivables:        
Dividends and interest receivable     45,585  
Securities lending income receivable     2,116  
Total Assets     69,812,743  
         
LIABILITIES        
Collateral received for securities loaned (Note 7)     16,361,917  
Payables:        
Management fees payable     19,772  
Total Liabilities     16,381,689  
Net Assets   $ 53,431,054  
         
NET ASSETS CONSIST OF:        
Paid-in Capital   $ 48,942,676  
Total Distributable Earnings     4,488,378  
Net Assets   $ 53,431,054  
         
*Identified Cost:        
Investments in securities   $ 64,626,438  
         
Shares Outstanding^     1,350,000  
Net Asset Value, Offering and Redemption Price per Share   $ 39.58  

 

^ No par value, unlimited number of shares authorized

 

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

16

Etho Climate Leadership U.S. ETF

 

STATEMENT OF OPERATIONS
For the Year Ended September 30, 2019

  

      Etho Climate
Leadership U.S.
ETF
 
         
INVESTMENT INCOME        
Income:        
Dividends from securities (net of foreign withholdings tax of $362)   $ 569,794  
Interest     4,408  
Securities lending income     20,965  
Total Investment Income     595,167  
         
Expenses:        
Management fees     201,478  
Net Investment Income     393,689  
         
REALIZED & UNREALIZED GAIN (LOSS) ON INVESTMENTS        
         
Net Realized Gain (Loss) on:        
Investments     1,552,748  
In-Kind Redemptions     2,154,509  
Closed-End Funds     518  
Net Realized Gain on Investments and In-Kind Redemptions     3,707,775  
Net Change in Unrealized Depreciation of:
Investments
    (487,529 )
Net Realized and Unrealized Gain on Investments     3,220,246  
         
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS   $ 3,613,935  

 

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

17

Etho Climate Leadership U.S. ETF

 

STATEMENTS OF CHANGES IN NET ASSETS

 

    Year Ended
September 30, 2019
    Year Ended
September 30, 2018
 
OPERATIONS        
Net investment income   $ 393,689     $ 228,481  
Net realized gain on investments     3,707,775       573,638  
Net change in unrealized appreciation (depreciation) of investments     (487,529 )     3,643,214  
Net increase in net assets resulting from operations
  $ 3,613,935     $ 4,445,333  
                 
DISTRIBUTIONS TO SHAREHOLDERS                
Total Distributions to Shareholders     (412,276 )     (248,686 )
                 
CAPITAL SHARE TRANSACTIONS                
Net increase in net assets derived from net change in outstanding shares     14,602,580       12,222,365  
Net increase in net assets   $ 17,804,239     $ 16,419,012  
                 
NET ASSETS                
Beginning of Year     35,626,815       19,207,803  
End of Year   $ 53,431,054     $ 35,626,815  

 

Summary of share transactions is as follows:

 

    Year Ended
September 30, 2019
    Year Ended
September 30, 2018
 
    Shares     Amount     Shares     Amount  
Shares Sold       900,000     $ 33,675,925       500,000     $ 17,289,620  
Shares Redeemed       (500,000 )     (19,073,345 )     (150,000 )     (5,067,255 )
Net Transactions in Fund Shares       400,000     $ 14,602,580       350,000     $ 12,222,365  
Beginning Shares       950,000               600,000          
Ending Shares       1,350,000               950,000          

 

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

18

Etho Climate Leadership U.S. ETF

 

FINANCIAL HIGHLIGHTS 

For a capital share outstanding throughout the year/period

 

    Year Ended
September 30, 2019
    Year Ended
September 30, 2018
    Year Ended
September 30, 2017
   
Period Ended
September 30, 20161
 
                 
Net Asset Value, Beginning of Year/Period   $ 37.50     $ 32.01     $ 27.00     $ 25.00  
                                 
Income from Investment Operations:                                
Net investment income2     0.33       0.29       0.31       0.23  
Net realized and unrealized gain on investments     2.08       5.51       5.09       1.87  
Total from investment operations
    2.41       5.80       5.40       2.10  
Less Distributions:                                
                                 
Distributions from net investment income     (0.33 )     (0.29 )     (0.25 )     (0.10 )
Net Realized Gain           (0.02 )     (0.14 )      
Total distributions
    (0.33 )     (0.31 )     (0.39 )     (0.10 )
Net asset value, end of year/period   $ 39.58     $ 37.50     $ 32.01     $ 27.00  
Total Return     6.53 %     18.16 %     20.14 %     8.43 %3
                                 
Ratios/Supplemental Data:                                
Net assets at end of year/period (000’s)   $ 53,431     $ 35,627     $ 19,208     $ 6,751  
                                 
Expenses to Average Net Assets     0.45 %     0.45 %     0.45 %     0.50 %4
Net Investment Income to Average Net Assets     0.88 %     0.82 %     1.03 %     1.04 %4
Portfolio Turnover Rate     41 %     19 %     45 %     25 %3

 

1 Commencement of operations on November 18, 2015.
2 Calculated based on average shares outstanding during the year/period.
3 Not annualized.
4 Annualized.

 

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

19

Etho Climate Leadership U.S. ETF

 

NOTES TO FINANCIAL STATEMENTS
September 30, 2019

 

NOTE 1 – ORGANIZATION

 

Etho Climate Leadership U.S. ETF (the “Fund”) is a series of ETF Managers Trust (the “Trust”), an open-end management investment company consisting of multiple investment series, organized as a Delaware statutory trust on July 1, 2009. The Trust is registered with the 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 Fund’s shares (“Shares”) is registered under the Securities Act of 1933, as amended (the “Securities Act”). The Fund seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of the Etho Climate Leadership Index™ (“the Index”). The Fund commenced operations on November 18, 2015.

 

The Fund currently offers one class of shares, which has no front end sales load, no deferred sales charges, and no redemption fees. The Fund may issue an unlimited number of shares of beneficial interest, with no par value. All shares of the Fund have equal rights and privileges.

 

Shares of the Fund are listed and traded on the NYSE Arca, Inc. 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 only in blocks of 50,000 shares, called “Creation Units.” Creation Units are issued and redeemed principally in-kind for securities included in the Index. Once created, Shares generally trade in the secondary market at market prices that change throughout the day in quantities 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 nor 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 may be subject to customary brokerage commissions or fees.

 

Authorized Participants transacting in Creation Units for cash may pay an additional variable charge to compensate the relevant Fund for certain transaction costs (i.e., brokerage costs) and market impact expenses relating to investing in portfolio securities. Such variable charges, if any, are included in “Transaction Fees” in the Statements of Changes in Net Assets.

 

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

 

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 (“U.S. GAAP”).

 

The Fund follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board Accounting Standard Codification Topic 946 Financial Services –Investment Companies.

 

The Fund may invest in certain other investment companies (underlying funds). For specific investments in underlying funds, please refer to the complete schedule of portfolio holdings on Form N-CSR(S) for this reporting period, which is filed with the U.S. Securities and Exchange Commission (SEC). For more information about the underlying Fund’s operations and policies, please refer to those Funds’ semiannual and annual reports, which are filed with the SEC.

20

Etho Climate Leadership U.S. ETF

 

NOTES TO FINANCIAL STATEMENTS
September 30, 2019 (Continued)

 


A. Security Valuation. Securities listed on a securities exchange, market or automated quotation system for which quotations are readily available (except for securities traded on NASDAQ), including securities traded over the counter, are valued at the last quoted sale price on the primary exchange or market (foreign or domestic) on which they are traded on the valuation date (or at approximately 4:00 pm Eastern Time if a security’s primary exchange is normally open at that time), or, if there is no such reported sale on the valuation date, at the most recent quoted bid price. For securities traded on NASDAQ, the NASDAQ Official Closing Price will be used.

 

Securities for which quotations are not readily available are valued at their respective fair values as determined in good faith by the 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 Fund’s Board. The use of fair value pricing by the Fund may cause the net asset value of its shares to differ significantly from the net asset value that would be calculated without regard to such considerations. As of September 30, 2019, the Fund did not hold any securities that were fair valued by the Board.

  

As described above, the Fund utilizes various methods to measure the fair value of its investments on a recurring basis. U.S. 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 table presents a summary of the inputs used to value the Funds’ net assets as of September 30, 2019:

21

Etho Climate Leadership U.S. ETF

 

NOTES TO FINANCIAL STATEMENTS
September 30, 2019 (Continued)

 

Etho Climate Leadership U.S. ETF

Assets^   Level 1   Level 2   Level 3   Total
Common Stocks   $ 52,646,151   $   $   $ 52,646,151
Closed-End Funds     193,002             193,002
Short-Term Investments     563,972             563,972
Investments Purchased with Securities Lending Collateral*                 16,361,917
Total Investments in Securities   $ 53,403,125   $   $   $ 69,765,042

   

^ See Schedule of Investments for classifications by sector or country.

 

* Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy. The fair value amounts presented in the table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Schedule of Investments.

 


B. Federal Income Taxes. The Fund has elected to be taxed as a “regulated investment company” and intends to distribute substantially all taxable income to its shareholders and otherwise comply with the provisions of the Internal Revenue Code applicable to regulated investment companies. Therefore, no provisions for federal income taxes or excise taxes have been made.

 

To avoid imposition of the excise tax applicable to regulated investment companies, the Fund intends to declare each year as dividends, in each calendar year, at least 98.0% of its net investment income (earned during the calendar year) and 98.2% of its net realized capital gains (earned during the twelve months ended October 31) plus undistributed amounts, if any, from prior years.

 

Net capital losses incurred after October 31, within the taxable year are deemed to arise on the first business day of the Fund’s next taxable year.

 

The Fund recognizes the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities. The Fund has analyzed its tax position and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions expected to be taken in the Fund’s 2019 tax returns. The Fund identifies its major tax jurisdictions as U.S. Federal, the State of New Jersey, and the State of Delaware; however the Fund 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 twelve months.

 

As of September 30, 2019, management has reviewed the tax positions for open periods (for federal purposes, three years from the date of filing and for state purposes, four years from the date of filing) as applicable to the Fund, and has determined that no provision for income tax is required in the Fund’s financial statements.

 


C. 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. Discounts/premiums on debt securities purchased are accreted/amortized over the life of the respective securities using the effective interest method. Dividend income is recorded on the ex-dividend date. Interest income is recorded on an accrual basis. Income, including gains, from investments in foreign securities received by the Fund may be subject to income, withholding or other taxes imposed by foreign countries.

 

22

Etho Climate Leadership U.S. ETF

 

NOTES TO FINANCIAL STATEMENTS

September 30, 2019 (Continued)

 





D. Foreign Currency Translations and Transactions. The Fund may engage in foreign currency transactions. Foreign currency transactions are translated into U.S. dollars on the following basis: (i) market value of investment securities, assets and liabilities at the daily rates of exchange, and (ii) purchases and sales of investment securities, dividend and interest income and certain expenses at the rates of exchange prevailing on the respective dates of such transactions. For financial reporting purposes, the Fund does not isolate changes in the exchange rate of investment securities from the fluctuations arising from changes in the market prices of securities for unrealized gains and losses. However, for federal income tax purposes, the Fund does isolate and treat as ordinary income the effect of changes in foreign exchange rates on realized gains or losses from the sale of investment securities and payables and receivables arising from trade-date and settlement-date differences.


 


E. Distributions to Shareholders. Distributions to shareholders from net investment income, if any, are declared and paid by the Fund on a quarterly basis. Distributions to shareholders from net realized gains on securities of the Fund normally are declared and paid on 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 at the date of the financial statements, as well as the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.

 


G. Share Valuation. The net asset value (“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 by the Fund, rounded to the nearest cent. The Fund’s shares will not be priced on the days on which the NYSE is closed for trading. The offering and redemption price per share for the Fund is equal to the Fund’s net asset value 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 made against the Fund that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.

 

NOTE 3 – RISK FACTORS  

Investing in the Etho Climate Leadership U.S. ETF may involve certain risks, as discussed in the Fund’s prospectus, including, but not limited to, those described below. Any of these risks could cause an investor to lose money.

 

Market Risk. Financial markets rise and fall in response to a variety of factors, sometimes rapidly and unpredictably. As with any investment whose performance is tied to these markets, the value of an investment in a fund will fluctuate, which means that an investor could lose money over short or long periods.

 

Investment Style Risk. The Fund is not actively managed. Therefore, the Fund follows the securities included in its respective index during upturns as well as downturns. Because of its indexing strategy, the Fund does not take steps to reduce market exposure or to lessen the effects of a declining market. In addition, because of the Fund’s expenses, the Fund’s performance may be below that of its index.

23

Etho Climate Leadership U.S. ETF

 

NOTES TO FINANCIAL STATEMENTS

September 30, 2019 (Continued)

 


Equity Risk. The prices of equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. In addition, equity markets tend to move in cycles which may cause stock prices to fall over short or extended periods of time.

 

Securities Lending Risk. Securities lending involves the risk of loss of rights in, or delay in recovery of, the loaned securities if the borrower fails to return the security loaned or becomes insolvent.

 

Concentration Risk. To the extent that the Fund’s or its underlying index’s portfolio is concentrated in the securities of issuers in a particular market, industry, group of industries, sector or asset class, the Fund may be adversely affected by the performance of those securities, may be subject to increased price volatility and may be more vulnerable to adverse economic, market, political or regulatory occurrences affecting that market, industry, group of industries, sector or asset class.

 

NOTE 4 – COMMITMENTS AND OTHER RELATED PARTY TRANSACTIONS

 

ETF Managers Group, LLC (the “Advisor”), serves as the investment advisor to the Fund. Pursuant to an Investment Advisory Agreement (“Advisory Agreement”) between the Trust, on behalf of the Fund, and the Advisor, the Advisor provides investment advice to the Fund and oversees the day-today operations of the Fund, subject to the direction and control of the Board and the officers of the Trust.

 

Under the Investment Advisory Agreement with the Fund, the Advisor has overall responsibility for the general management and administration of the Fund and arranges for sub-advisory, transfer agency, custody, fund administration, securities lending, and all other non-distribution related services necessary for the Fund to operate. The Advisor bears the costs of all advisory and non-advisory services required to operate the Fund, in exchange for a single unitary fee. For services provided the Fund pays the Advisor at an annual rate of 0.45% of the Fund’s average daily net assets. The Advisor has an agreement with, and is dependent on, a third party to pay the Fund’s expenses in excess of 0.45% of the Fund’s average daily net assets. Additionally, under the Investment Advisory Agreement, the Advisor has agreed to pay all expenses of the Fund, except for: the fee paid to the Advisor pursuant to the Investment 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, and distribution (12b-1) fees and expenses (collectively, “Excluded Expenses”). The Advisor has entered into an Agreement with Etho Climate Leadership U.S. (the “Sponsor”), under which the Sponsor agrees to sublicense the use of the Underlying Index to the Advisor. The Sponsor also provides marketing support for the Fund, including distributing marketing materials related to the Fund. Etho Climate Leadership U.S. is a privately held business focused on bringing exchange-traded investment products to investors in the U.S. The Sponsor does not make investment decisions, provide investment advice, or otherwise act in the capacity of an investment adviser to the Fund. Additionally, the Sponsor is not involved in the maintenance of the Underlying Index and does not otherwise act in the capacity of an index provider.

 

U.S. Bancorp Fund Services, LLC doing business as U.S. Bank Global Fund Services (the “Administrator”) provides fund accounting, fund administration, and transfer agency services to the Fund. The Advisor compensates the Administrator for these services under an administration agreement between the two parties.

 

The Advisor pays each independent Trustee a quarterly fee for service to the Fund. Each Trustee is also reimbursed by the Advisor for all reasonable out-of-pocket expenses incurred in connection with his duties as Trustee, including travel and related expenses incurred in attending Board meetings.

24

Etho Climate Leadership U.S. ETF

 

NOTES TO FINANCIAL STATEMENTS

September 30, 2019 (Continued)

 


NOTE 5 – DISTRIBUTION PLAN

 

The Fund has adopted a Plan of Distribution pursuant to Rule 12b-1 under the 1940 Act. Under the Plan, the Fund may pay compensation to the Distributor or any other distributor or financial institution with which the Trust has an agreement with respect to the Fund, with the amount of such compensation not to exceed an annual rate of 0.25% of each Fund’s average daily net assets. For the year ended September 30, 2019, the Fund did not incur any 12b-1 expenses.

 

NOTE 6 - PURCHASES AND SALES OF SECURITIES

 

The costs of purchases and sales of securities, excluding short-term securities and in-kind transactions, for the year ended September 30, 2019:

 

  Purchases   Sales  
Etho Climate Leadership U.S. ETF $ 18,068,118   $ 18,945,136  

 

The costs of purchases and sales of in-kind transactions associated with creations and redemptions for the year ended September 30, 2019:

 

  Purchases
In-Kind
  Sales
In-Kind
 
Etho Climate Leadership U.S. ETF $ 33,193,836   $ 18,139,641  

 

Purchases in-kind are the aggregate of all in-kind purchases and sales in-kind are the aggregate of all proceeds from in-kind sales. Net capital gains or losses resulting from in-kind redemptions are excluded from the determination of the Fund’s taxable gains and are not distributed to shareholders.

 

There were no purchases or sales of U.S. Government obligations for the year ended September 30, 2019.

 

NOTE 7 — SECURITIES LENDING

 

The Fund may lend up to 33 1/3% of the value of the securities in its portfolio to brokers, dealers and financial institutions (but not individuals) under terms of participation in a securities lending program administered by U.S. Bank N.A. (“the Custodian”). The securities lending agreement requires that loans are collateralized at all times in an amount equal to at least 102% of the value of any loaned securities at the time of the loan, plus accrued interest. The Fund receives compensation in the form of fees and earn interest on the cash collateral. The amount of fees depends on a number of factors including the type of security and length of the loan. The Fund continues to receive interest payments or dividends on the securities loaned during the borrowing period. Gain or loss in the fair value of securities loaned that may occur during the term of the loan will be for the account of the Fund. The Fund has the right under the terms of the securities lending agreement to recall the securities from the borrower on demand. As of September 30, 2019, the Fund had loaned securities and received cash collateral for the loans. The cash collateral is invested by the Custodian in accordance with approved investment guidelines. Those guidelines require the cash collateral to be invested in readily marketable, high quality, short-term obligations; however, such investments are subject to risk of payment delays or default on the part of the issuer or counterparty or otherwise may not generate sufficient interest to support the costs associated with securities lending. The Fund could also experience delays in recovering its securities and possible loss of income or value if the borrower fails to return the borrowed securities, although the Fund is indemnified from this risk by contract with the securities lending agent.

25

Etho Climate Leadership U.S. ETF

 

NOTES TO FINANCIAL STATEMENTS

September 30, 2019 (Continued)

 


 

As of September 30, 2019, the value of the securities on loan and payable for collateral due to broker were as follows:

 

Value of Securities on Loan Collateral Received

 

Fund   Values of Securities
on Loan
  Fund Collateral Received*  
Etho Climate Leadership U.S. ETF   $ 16,109,276   $ 16,361,917  

 

* The cash collateral received was invested in the Mount Vernon Liquid Assets Portfolio as shown on the Schedule of Investments, an investment with an overnight and continuous maturity.

 

NOTE 8 – FEDERAL INCOME TAXES

 

The components of distributable earnings (losses) and cost basis of investments for federal income tax purposes at September 30, 2019 were as follows:

 

    Cost  

Gross

Unrealized

Appreciation

 

Gross

Unrealized

Depreciation

 

Net

 Unrealized

Appreciation

(Depreciation) 

 
Etho Climate Leadership U.S. ETF   $ 64,893,325   $ 6,816,865   $ (1,945,148 ) $ 4,871,717  

  

  Undistributed
Ordinary
Income
  Undistributed
Long-Term
Gain
   
Total
Distributable
Earnings
   
Other
Accumulated
(Loss) 
  Total
Accumulated
Gain
 
Etho Climate Leadership U.S. ETF $ 1,750   $   $ 1,750   $ (385,089 ) $ 4,488,378  

 

As of September 30, 2019, the Fund had accumulated capital loss carryovers of:

 

 

Capital Loss 

Carryover ST

 

Capital Loss

Carryover LT

  Expires  
Etho Climate Leadership U.S. ETF $ 215,102   $ 169,987   Indefinite  

 

Under current tax law, capital and currency losses realized after October 31 of a Fund’s fiscal year may be deferred and treated as occurring on the first business day of the following fiscal year for tax purposes. The following Funds had deferred post-October capital and currency losses, which will be treated as arising on the first business day of the year ended September 30, 2019.

 

 

Late Year

Ordinary Loss

 

Post-October

Capital Loss

Etho Climate Leadership U.S. ETF None   None
26

Etho Climate Leadership U.S. ETF

 

NOTES TO FINANCIAL STATEMENTS

September 30, 2019 (Continued)

 


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 net asset value per share. For the fiscal year ended September 30, 2019, the following table shows the reclassifications made:

 

  Total
Distributable
Earnings/(Loss)
  Paid-In
Capital
 
Etho Climate Leadership U.S. ETF $ (3,890,630 ) $ 3,890,630  

 

The tax character of distributions paid by the Fund during the fiscal years ended September 30, 2019 and September 30, 2018 are as follows:

 

  Year Ended
September 30, 2019
  Year Ended
September 30, 2018
 
   From
Ordinary
Income
   From
Capital
Gains
   From
Ordinary
Income
   From
Capital
Gains
 
Etho Climate Leadership U.S. ETF $ 412,276   $   $ 248,686   $  

 

NOTE 9 – NEW ACCOUNTING PRONOUNCEMENTS

 

In August 2018, FASB issued Accounting Standards Update (“ASU”) 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 ASU 2018-13 and has early adopted the relevant provisions of the disclosure framework.

 

NOTE 10 – LEGAL MATTERS

 

The Trust, a former and current trustee of the Trust, the Adviser and certain officers of the Adviser are defendants in an action filed May 2, 2017 in the Superior Court of New Jersey captioned PureShares, LLC d/b/a PureFunds et al. v. ETF Managers Group, LLC et al., Docket No. C-63-17. The PureShares action alleges claims based on disputes arising out of contractual relationships with the Adviser. The action seeks damages in unspecified amounts and injunctive relief based on breach of contract, wrongful termination, and several other theories. The matter is scheduled for trial in January 2020.

 

The Adviser, its parent, Exchange Traded Managers Group, LLC and its chief executive officer are defendants in a case filed on October 26, 2017 in the United States District Court for the Southern District of New York by NASDAQ, Inc. captioned Nasdaq, Inc. v. Exchange Traded Managers Group, LLC et al., Case 1:17-cv-08252. This action arises out of related facts and circumstances in the New Jersey litigation and asserts claims for breach of contract, wrongful termination and certain other theories with respect to the same exchange traded funds discussed above. The matter was the subject of a bench trial in the Southern District of New York in May 2019, with closing arguments held on July 10, 2019. The parties are now awaiting the decision of the court. While the Adviser cannot predict the outcome of this lawsuit, the Adviser believes that any judgement against it will not affect its ability to continue to act as investment adviser to the Funds. Management of the Trust and the Fund, after consultation with legal counsel, believes that the resolution of these matters will not have a material adverse effect on the Fund’s financial statements.

27

Etho Climate Leadership U.S. ETF

 

NOTES TO FINANCIAL STATEMENTS

September 30, 2019 (Continued)

 


NOTE 11 – SUBSEQUENT EVENTS

 

In preparing these financial statements, the Fund has evaluated events and transactions for potential recognition or disclosure through the date the financial statements were issued. The evaluation did not result in any subsequent events that necessitated disclosures and/or adjustments to the Financial Statements.

28

Etho Climate Leadership U.S. ETF

 

Report of Independent Registered Public Accounting Firm

 

To the Board of Trustees of ETF Managers Trust

and the Shareholders of Etho Climate Leadership U.S. ETF:

 

Opinion on the Financial Statements

 

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Etho Climate Leadership U.S. ETF (the “Fund”) (a series of ETF Managers Trust) as of September 30, 2019, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the four years in the period then ended, and 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 September 30, 2019, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the four years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights 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 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 audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, 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 and financial highlights. 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 and financial highlights. Our procedures included confirmation of securities owned as of September 30, 2019 by correspondence with the custodian. We believe that our audits provide a reasonable basis for our opinion.

 

/s/WithumSmith+Brown, PC

 

We have served as the auditor for one or more series of the Trust since 2013.

 

New York, New York

November 27, 2019

29

Etho Climate Leadership U.S. ETF

 

Expense Example

Six Months Ended September 30, 2019 (Unaudited)

 


As a shareholder of Etho Climate Leadership U.S. ETF (the “Fund”) 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. These examples are 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 six-month period (April 1, 2019 to September 30, 2019).

 

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.

 

Etho Climate Leadership U.S. ETF

 

  Beginning
Account Value
April 1, 2019
  Ending
Account Value
September 30, 2019
  Expenses Paid
During the
Period^
  Annualized
Expense Ratio
During Period
April 1, 2019
to
September 30, 2019
 
Actual $ 1,000.00   $ 1,069.80   $ 2.33     0.45 %
                         
Hypothetical (5% annual) $ 1,000.00   $ 1,022.81   $ 2.28     0.45 %

 

^ The dollar amounts shown as expenses paid during the period are equal to the annualized six-month expense ratio multiplied by the average account value during the period, multiplied by 183/365 (to reflect the one-half year period from April 1, 2019 to September 30, 2019).

30

Etho Climate Leadership U.S. ETF

 

SUPPLEMENTARY INFORMATION

September 30, 2019 (Unaudited)


NOTE 1 - FREQUENCY DISTRIBUTION OF PREMIUMS AND DISCOUNTS

 

Information regarding how often shares of the Fund traded on the Exchange at a price above (i.e., at a premium) or below (i.e., at a discount) the NAV is available on the Fund’s website at www.ethoetf.com.

 

NOTE 2 - FEDERAL TAX INFORMATION

 

Qualified Dividend Income/Dividends Received Deduction

 

For the fiscal year ended September 30, 2019, certain dividends paid by the Fund may be subject to a maximum tax rate of 15%, as provided for by the Jobs and Growth Tax Reconciliation Act of 2003. The percentage of dividends declared from ordinary income designated as qualified dividend income was as follows:

 

Fund Name QDI
Etho Climate Leadership U.S. ETF 100.00%

 

For corporate shareholders, the percent of ordinary income distributions qualifying for the corporate dividends received deduction for the fiscal year ended September 30, 2019 was as follows:

 

Fund Name DRD
Etho Climate Leadership U.S. ETF 100.00%

 

Short Term Capital Gain

 

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 the Fund was as follows:

 

Fund Name Short-Term Capital Gain
Etho Climate Leadership U.S. ETF 0.00%
31

 

 

Etho Climate Leadership U.S. ETF

 

SUPPLEMENTARY INFORMATION 

September 30, 2019 (Unaudited) (Continued)

 

NOTE 3 - INFORMATION ABOUT PORTFOLIO HOLDINGS 

 

The Fund files a Form N-Q with the Securities and Exchange Commission (the ‘‘SEC’’) no more than sixty days after the Fund’s first and third fiscal quarters. For the Fund, this would be for the fiscal quarters ending June 30 and December 31. Form N-Q includes a complete schedule of the Funds’ portfolio holdings as of the end of those fiscal quarters. The Fund’s N-Q filings can be found free of charge on the SEC’s website at http://www.sec.gov. The Fund’s portfolio holdings are posted on the Fund’s website at www.ethoetf.com daily. 

 

NOTE 4 - INFORMATION ABOUT PROXY VOTING 

 

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 toll-free at 1-844-ETF-MGRS (1-844-383-6477), by accessing the SEC’s website at www.sec.gov, or by accessing the Fund’s website at www.ethoetf.com. 

 

Information regarding how the Fund voted proxies relating to portfolio securities during the period ending June 30 is available by calling toll-free at 1-844-ETF-MGRS (1-844-383-6477) or by accessing the SEC’s website at www.sec.gov. 

 

Carefully consider the Fund’s investment objectives, risk factors, charges, and expenses before investing. This and additional information can be found in the Fund’s prospectus, which may be obtained by calling 1-844-ETF-MGRS (1-844-383-6477) or by visiting www.ethoetf.com. Read the prospectus carefully before investing.

32

Etho Climate Leadership U.S. ETF

 

Board of Trustees 

 

Set forth below are the names, birth years, positions with the Trust, length of term of office, and the principal occupations and other directorships held during at least the last five years of each of the persons currently serving as a Trustee of the Trust, as well as information about each officer. The business address of each Trustee and officer is 30 Maple Street, 2nd Floor, Summit, New Jersey 07901. The SAI includes additional information about Fund directors and is available, without charge, upon request by calling 1-844-ETF-MGRS (1-844-383-6477).

  

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 Number of Portfolios in Fund Complex Overseen By Trustee Other Directorships Held by Trustee During Past 5 Years
Interested Trustee and Officers    
Samuel Masucci, III (1962) Trustee, Chairman of the Board and President (since 2012); Secretary (since 2014) Chief Executive Officer, Exchange Traded Managers Group LLC (since 2013); Chief Executive Officer, ETF Managers Group LLC (since 2016); Chief Executive Officer, ETF Managers Capital LLC (commodity pool operator) (since 2014); Chief Executive Officer (2012-2016) and Chief Compliance Officer (2012- 2014), Factor Advisors, LLC (investment adviser); President and Chief Executive Officer, Factor Capital Management LLC (2012-2014) (commodity pool operator); 8 None
John A. Flanagan, (1946) Treasurer (since 2015) President, John A. Flanagan CPA, LLC (accounting services) (since 2010); Treasurer, ETF Managers Trust (since 2015); Principal Financial Officer, ETF Managers Capital, LLC (commodity pool operator) (since 2015) n/a n/a
Reshma A. Tanczos (1978) Chief Compliance Officer (since 2016) Chief Compliance Officer, ETF Managers Group LLC (since 2016); Chief Compliance Officer, ETF Managers Capital LLC (since 2016); Partner, Crow & Cushing (law firm) (2007-2016). n/a n/a

 

* Mr. Masucci is an interested Trustee by virtue of his role as the Chief Executive Officer of the Adviser.

33

Etho Climate Leadership U.S. ETF

 

Board of Trustees (Continued)

 

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 Number of Portfolios in Fund Complex Overseen By Trustee Other Directorships Held by Trustee During Past 5 Years
Independent Trustees      
Terry Loebs (1963) Trustee (since 2014) Founder and Managing Member, Pulsenomics LLC (index product development and consulting firm) (since 2011); Managing Director, MacroMarkets, LLC (exchange-traded products firm) (2006-2011). 8 None
Jared A. Chase (1955) Trustee (since 2018) Chief Operating and Financial Officer, Root Capital (a 501(c)(3) non-profit lender); Chairman, State Street Global Alliance LLC, State Street Corporation (2007-2012); Head of Global Treasury, Liability Management, Money Markets & Derivatives, State Street Corporation (2004-2007) 8 None
34

Etho Climate Leadership U.S. ETF

 

ETF MANAGERS TRUST

 

Privacy Policy and Procedures

 

ETF Managers Trust, (the “Trust”) has adopted the following privacy policies in order to safeguard the personal information of the Trust’s customers and consumers in accordance with Regulation S-P as promulgated by the U.S. Securities and Exchange Commission.

 

Trust officers are responsible for ensuring that the following policies and procedures are implemented: 

 

1) The Trust is committed to protecting the confidentiality and security of the information they collect and will handle personal customer and consumer information only in accordance with Regulation S-P and any other applicable laws, rules and regulations2. The Trust will ensure: (a) the security and confidentiality of customer records and information; (b) that customer records and information are protected from any anticipated threats and hazards; and (c) that customer records and information are protected from unauthorized access or use. 

 

2) The Trust conducts its business affairs through its trustees, officers and third parties that provide services pursuant to agreements with the Trust. The Trust has no employees. It is anticipated that the trustees and officers of the Trust who are not employees of service providers of the Trust will not have access to customer records and information in the performance of their normal responsibilities for the Trust.

 

3) The Trust may share customer information with its affiliates, subject to the customers’ right to prohibit such sharing. 

 

4) The Trust may share customer information with unaffiliated third parties only in accordance with the requirements of Regulation S-P. Pursuant to this policy, the Trust will not share customer information with unaffiliated third parties other than as permitted by law, unless authorized to do so by the customer. 

 

Consistent with these policies, the Trust has adopted the following procedures:

 

1) The Trust will determine that the policies and procedures of its affiliates and Service Providers are reasonably designed to safeguard customer information and only permit appropriate and authorized access to and use of customer information through the application of appropriate administrative, technical and physical protections.

 

2) The Trust will direct each of its Service Providers to adhere to the privacy policy of the Trust and to its privacy policies with respect to all customer information of the Trust and to take all actions reasonably necessary so that the Trust is in compliance with the provisions of Regulation S-P, including, as applicable, the development and delivery of privacy notices and the maintenance of appropriate and adequate records. 

 

3) The Trust requires its Service Providers to provide periodic reports to the Trust’s Board of Trustees outlining their privacy policies and the implementation of such policies. Each Service Provider is required to promptly report to the Trust’s Board any material changes to its privacy policy before, or promptly after, the adoption of such changes

 

 

(1) Generally, the Funds have institutional clients which are not considered “customers” for purposes of regulation S-P.

35

Advisor 

ETF Managers Group, LLC 

30 Maple Street, Suite 2, Summit, NJ 07901

 

Distributor 

ETFMG Financial, Inc. 

30 Maple Street, Suite 2, Summit, NJ 07901

 

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 doing business as U.S. Bank Global Fund Services 

615 East Michigan Street, Milwaukee, Wisconsin 53202

 

Securities Lending Agent 

U.S Bank, National Association 

Securities Lending 

800 Nicolet Mall 

Minneapolis, MN 55402-7020

 

Independent Registered Public Accounting Firm 

WithumSmith + Brown, PC 

1411 Broadway, 9th Floor, New York, NY 10018

 

Legal Counsel 

Sullivan & Worcester LLP 

1666 K Street NW, Washington, DC 20006


 

 

(AIEQ LOGO)  

 

Annual Report

 

September 30, 2019

 

AI Powered Equity ETF
Ticker: AIEQ

 

Beginning on January 1, 2021, as permitted by regulations adopted by the SEC, paper copies of the Fund’s shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the Fund’s 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 Fund reports in paper free of charge. Please contact your financial intermediary to inform them that you wish to continue receiving paper copies of Fund shareholder reports and for details about whether your election to receive reports in paper will apply to all funds held with your financial intermediary.

 

(GRAPHIC)  

The fund is a series of ETF Managers Trust.


AI Powered Equity ETF

 

TABLE OF CONTENTS
September 30, 2019

 


  Page 
Shareholder Letter   2
     
Growth of $10,000 Investment   3
     
Top 10 Holdings   4
     
Important Disclosures and Key Risk Factors   5
     
Portfolio Allocations   6
     
Schedule of Investments   7
     
Statement of Assets and Liabilities   13
     
Statement of Operations   14
     
Statements of Changes in Net Assets   15
     
Financial Highlights   16
     
Notes to the Financial Statements   17
     
Report of Independent Registered Public Accounting Firm   26
     
Expense Example   27
     
Supplementary Information   28
     
Information About Portfolio Holdings   29
     
Information About Proxy Voting   29
     
Trustees and Officers Table   30
     
Privacy Policy   32

AI Powered Equity ETF

 

Dear Shareholder,

 

On behalf of the entire team, we want to express our appreciation for the confidence you have placed in the AI Powered Equity Exchange-Traded Fund (“AIEQ” or the “Fund”). The following information pertains to the fiscal period from October 1, 2018, to September 30, 2019.

 

The AI Powered Equity ETF is actively managed and seeks capital appreciation. Over the year, the total return for the Fund was -2.32%, while the total return for its benchmark, the S&P 500 Index, was 4.25%.

 

AIEQ invests primarily in equity securities listed on a U.S. exchange based on the results of a proprietary, quantitative model developed by EquBot LLC that runs on the Watson™ platform. Each day, the EquBot Model ranks each company based on the probability of the company benefiting from current economic conditions, trends, and world events and identifies approximately 30 to 125 companies with the greatest potential over the next twelve months for appreciation and weights those companies to seek a level of volatility comparable to that of the broader U.S. equity market. EquBot, the Fund’s sub-adviser, is a technology based company focused on applying artificial intelligence (“AI”) based solutions to investment analyses.

 

You can find further details about AIEQ by visiting www.etfmg.com, or by calling 1-844-ETF-MGRS (1-844-383-6477).

 

Sincerely,

 

 

 

Samuel Masucci III
Chairman of the Board

2

AI Powered Equity ETF
Growth of $10,000 (Unaudited)

 

(LINE GRAPH)  

 

                   
Average Annual Returns
Year Ended September 30, 2019
  1 Year
Return
  Since Inception
(10/17/17)
      Value of $10,000
(9/30/19)
 
AI Powered Equity ETF (NAV)   -2.32%   7.79%     $ 11,578  
AI Powered Equity ETF (Market)   -3.13%   7.39%     $ 11,495  
S&P 500 Index   4.25%   10.21%     $ 12,091  

 

Performance data quoted represents past performance and 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. All performance is historical and includes reinvestment of dividends and capital gains. Performance data current to the most recent month end may be obtained by calling 1-844- ETF-MGRS (1-844-383-6477).

 

The chart illustrates the performance of a hypothetical $10,000 investment made on October 17, 2017, 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 from the sales of Fund shares. The chart assumes reinvestment of capital gains and dividends. The chart assumes reinvestment of capital gains and dividends, if any. The index returns do not reflect fees or expenses and are not available for direct investment.

3

AI Powered Equity ETF

 

Top Ten Holdings as of September 30, 2019* (Unaudited)

         
  Security     % of Total
Investments
  1 Alphabet, Inc. – Class A     2.94%
  2 Intuit, Inc.     2.30%
  3 Amazon.com, Inc.     1.84%
  4 Martin Marietta Materials, Inc.     1.66%
  5 Apple, Inc.     1.39%
  6 Johnson & Johnson     1.25%
  7 SS&C Technologies Holdings, Inc.     1.22%
  8 Cboe Global Markets, Inc.     1.16%
  9 Waste Connections, Inc.     1.12%
10 Waste Management, Inc.     1.10%
         
 

Top Ten Holdings = 15.98% of Total Investments

* Current Fund holdings may not be indicative of future Fund holdings.

     
4

AI Powered Equity ETF

 

Important Disclosures and Key Risks Factors

 

Investing involves risk, including the possible loss of principal. Shares of any 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. Narrowly focused investments typically exhibit higher volatility. The equity securities held in the Fund’s portfolio may experience sudden, unpredictable drops in value or long periods of decline in value. This may occur because of factors that affect securities markets generally or factors affecting specific issuers, industries, or sectors in which the Fund invests such as political, market and economic developments, as well as events that impact specific issuers.

 

Past performance is no indicative of future return. A Fund’s performance for very short time periods may not be indicative of future performance.

 

The Fund issues and redeems shares on a continuous basis, at NAV, only in blocks of 25,000 shares (“Creation Units”), principally in-kind for securities included in the Fund’s portfolio, and only Authorized Participants (typically, broker-dealers) may purchase or redeem Creation Units.

 

The Fund is actively-managed and may not meet its investment objective based on the success or failure of the Equbot Model to identify investment opportunities.

 

The portfolio managers may actively and frequently trade securities or other instruments in the Fund’s portfolio to carry out its investment strategies. A high portfolio turnover rate increases transaction costs, which may increase the Fund’s expenses.

 

Some of the models used by the Adviser for the Fund are predictive in nature. The use of predictive models has inherent risks. When Models and Data prove to be incorrect or incomplete, any decisions made in reliance thereon expose the Fund to potential risks. For example, by relying on Models and Data, the Adviser may be induced to buy certain investments at prices that are too high, to sell certain other investments at prices that are too low, or to miss favorable opportunities altogether. Similarly, any hedging based on faulty Models and Data may prove to be unsuccessful.

5

AI Powered Equity ETF

 

PORTFOLIO ALLOCATIONS

As of September 30, 2019 (Unaudited)

 

    AI Powered
Equity ETF
As a percent of Net Assets:      
Canada     1.4 %
United States     95.1  
Closed-End Funds     0.7  
Rights     0.0  
Short-Term and other Net Assets (Liabilities)     2.8  
      100 %
6

AI Powered Equity ETF

 

Schedule of Investments            
September 30, 2019            
             
    Shares     Value  
                 
COMMON STOCKS - 96.5%                
Canada - 1.4%                
Commercial Services & Supplies - 1.4%                
Waste Connections, Inc.     17,008
  $ 1,564,736  
                 
United States - 95.1%                
Aerospace & Defense - 2.7%                
HEICO Corp. (a)     5,909       737,916  
Huntington Ingalls Industries, Inc.     4,032       853,937  
Northrop Grumman Corp.     1,440       539,698  
Raytheon Co.     3,258       639,187  
United Technologies Corp.     2,271       310,037  
Total Aerospace & Defense             3,080,775  
Airlines - 0.3%                
Southwest Airlines Co.     5,174       279,448  
Automobiles - 0.4%                
Tesla, Inc. (a)(b)     1,815       437,179  
Banks - 2.9%                
Bank of America Corp.     16,220       473,137  
CIT Group, Inc. (a)     17,329       785,177  
Citizens Financial Group, Inc.     12,962       458,466  
Hancock Whitney Corp.     19,293       738,825  
The PNC Financial Services Group, Inc.     6,308       884,130  
Total Banks             3,339,735  
Beverages - 2.5%                
Brown-Forman Corp.- Class B (a)     19,965       1,253,402  
Constellation Brands, Inc. - Class A     5,085       1,054,019  
Monster Beverage Corp. (b)     9,503       551,744  
Total Beverages             2,859,165  
Biotechnology - 0.5%                
Amgen, Inc.     3,128       605,299  
Building Products - 0.4%                
Masco Corp.     11,702       487,739  
Capital Markets - 3.2%                
Ameriprise Financial, Inc.     1,450       213,295  
Cboe Global Markets, Inc.     14,147       1,625,632  
LPL Financial Holdings, Inc.     4,687       383,865  
Moody’s Corp.     7,259       1,486,861  
Total Capital Markets             3,709,653  
Chemicals - 1.3%                
Ecolab, Inc.     5,250       1,039,710  
Element Solutions, Inc. (a)(b)     28,949       294,701  
LSB Industries, Inc. (b)     37,530       194,405  
Total Chemicals             1,528,816  
Commercial Services & Supplies - 1.3%                
Waste Management, Inc.     13,373       1,537,895  

 

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

7

AI Powered Equity ETF

 

Schedule of Investments            
September 30, 2019 (Continued)            
             
    Shares     Value  
Communications Equipment - 1.6%                
Arista Networks, Inc. (a)(b)     3,543     $ 846,494  
Motorola Solutions, Inc.     4,487       764,630  
Palo Alto Networks, Inc. (a)(b)     1,039       211,779  
Total Communications Equipment             1,822,903  
Construction & Engineering - 0.8%                
MasTec, Inc. (a)(b)     13,430       872,010  
Construction Materials - 2.0%                
Martin Marietta Materials, Inc. (a)     8,447       2,315,323  
Consumer Finance - 1.2%                
Discover Financial Services     16,399       1,329,795  
Distributors - 0.2%                
Nike, Inc. - Class B     2,934       275,561  
Diversified Consumer Services - 0.7%                
ServiceMaster Global Holdings, Inc. (b)     14,536       812,562  
Diversified Financial Services - 0.7%                
CME Group, Inc.     3,752       792,948  
Electric Utilities - 1.6%                
Duke Energy Corp.     3,151       302,055  
Exelon Corp.     20,967       1,012,915  
NextEra Energy, Inc.     2,017       469,941  
Total Electric Utilities             1,784,911  
Electronic Equipment, Instruments & Components - 3.2%                
Amphenol Corp. - Class A     11,178       1,078,677  
CDW Corp.     3,651       449,949  
Keysight Technologies, Inc. (a)(b)     5,964       579,999  
Trimble, Inc. (b)     13,713       532,202  
Zebra Technologies Corp. - Class A (a)(b)     4,749       980,051  
Total Electronic Equipment, Instruments & Components             3,620,878  
Food & Staples Retailing - 1.3%                
Costco Wholesale Corp.     2,374       683,973  
Sysco Corp.     9,976       792,095  
Total Food & Staples Retailing             1,476,068  
Food Products - 0.4%                
Archer-Daniels-Midland Co. (a)     7,783       319,648  
Tyson Foods, Inc. - Class A     1,696       146,093  
Total Food Products             465,741  
Health Care Equipment & Supplies - 5.4%                
Baxter International, Inc.     9,389       821,256  
Becton Dickinson & Co. (a)     1,686       426,491  
DexCom, Inc. (a)(b)     7,000       1,044,680  
Edwards Lifesciences Corp. (b)     2,505       550,875  
Haemonetics Corp. (b)     8,508       1,073,199  
IDEXX Laboratories, Inc. (b)     1,384       376,351  
Insulet Corp. (a)(b)     4,453       734,433  
Stryker Corp.     5,579       1,206,737  
Total Health Care Equipment & Supplies             6,234,022  

 

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

8

AI Powered Equity ETF

 

Schedule of Investments            
September 30, 2019 (Continued)            
             
    Shares     Value  
Health Care Providers & Services - 3.3%                
Amedisys, Inc. (b)     3,792     $ 496,790  
Centene Corp. (b)     11,520       498,355  
Cigna Corp.     4,507       684,118  
Humana, Inc.     3,274       837,064  
UnitedHealth Group, Inc.     5,746       1,248,720  
Total Health Care Providers & Services             3,765,047  
Health Care Technology - 1.0%                
Veeva Systems, Inc. - Class A (b)     7,665       1,170,369  
Hotels, Restaurants & Leisure - 3.6%                
Darden Restaurants, Inc. (a)     2,781       328,770  
Domino’s Pizza, Inc. (a)     4,024       984,230  
Marriott International, Inc. - Class A     7,694       956,903  
Vail Resorts, Inc.     4,829       1,098,887  
Yum! Brands, Inc.     6,360       721,415  
Total Hotels, Restaurants & Leisure             4,090,205  
Household Durables - 0.7%                
NVR, Inc. (a)(b)     146       542,733  
Roku, Inc. (a)(b)     2,984       303,652  
Total Household Durables             846,385  
Insurance - 1.2%                
Loews Corp. (a)     13,839       712,431  
The Progressive Corp.     8,602       664,505  
Total Insurance             1,376,936  
Interactive Media & Services - 5.7%                
Alphabet, Inc. - Class A (b)     3,361       4,104,251  
Facebook, Inc. - Class A (b)     8,021       1,428,380  
IAC (b)     4,594       1,001,354  
Total Interactive Media & Services             6,533,985  
Internet & Direct Marketing Retail - 5.0%                
Amazon.com, Inc. (b)     1,478       2,565,675  
Booking Holdings, Inc. (b)     531       1,042,146  
Expedia Group, Inc.     4,201       564,656  
Netflix, Inc. (a)(b)     3,571       955,671  
Wayfair, Inc. - Class A (a)(b)     4,996       560,152  
Total Internet & Direct Marketing Retail             5,688,300  
IT Services - 2.5%                
Fiserv, Inc. (b)     4,665       483,247  
FleetCor Technologies, Inc. (b)     2,506       718,671  
Leidos Holdings, Inc.     10,554       906,378  
Visa, Inc. - Class A (a)     4,435       762,864  
Total IT Services             2,871,160  
Life Sciences Tools & Services - 1.3%                
IQVIA Holdings, Inc. (b)     2,275       339,840  
Thermo Fisher Scientific, Inc.     3,772       1,098,670  
Total Life Sciences Tools & Services             1,438,510  

 

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

9

AI Powered Equity ETF      

Schedule of Investments        

September 30, 2019 (Continued)

             
    Shares     Value  
Machinery - 1.4%            
Danaher Corp.     6,966     $ 1,006,099  
Fortive Corp.     9,010       617,726  
Total Machinery             1,623,825  
Media - 0.9%                
DISH Network Corp. - Class A (b)     8,213       279,817  
Liberty Broadband Corp. - Class C (b)     7,270       760,951  
Total Media             1,040,768  
Metals & Mining - 0.2%                
Newmont Goldcorp Corp.     7,259       275,261  
Multiline Retail - 2.0%                
Dollar General Corp.     6,983       1,109,877  
Dollar Tree, Inc. (b)     5,374       613,496  
Target Corp.     5,716       611,098  
Total Multiline Retail             2,334,471  
Multi-Utilities - 1.5%                
DTE Energy Co.     7,526       1,000,657  
Sempra Energy     4,952       730,965  
Total Multi-Utilities             1,731,622  
Oil, Gas & Consumable Fuels - 2.1%                
Cheniere Energy, Inc. (b)     10,288       648,761  
ONEOK, Inc.     17,353       1,278,743  
Williams Cos., Inc.     17,451       419,871  
Total Oil, Gas & Consumable Fuels             2,347,375  
Pharmaceuticals - 2.1%                
Catalent, Inc. (b)     14,933       711,707  
Johnson & Johnson     13,453       1,740,549  
Total Pharmaceuticals             2,452,256  
Professional Services - 0.8%                
Verisk Analytics, Inc. (a)     5,589       883,844  
Real Estate Investment Trusts (REITs) - 1.6%                
Alexandria Real Estate Equities, Inc. (a)     1,423       219,199  
Invitation Homes, Inc.     19,712       583,672  
Medical Properties Trust, Inc. (a)     55,050       1,076,778  
Total Real Estate Investment Trusts (REITs)             1,879,649  
Road & Rail - 0.7%                
Union Pacific Corp.     4,961       803,583  
Semiconductors & Semiconductor Equipment - 3.9%                
Broadcom, Inc.     3,187       879,835  
KLA Corp.     3,286       523,953  
Microchip Technology, Inc. (a)     12,945       1,202,720  
NVIDIA Corp.     2,576       448,404  
Texas Instruments, Inc.     4,890       631,984  
Xilinx, Inc. (a)     8,358       801,532  
Total Semiconductors & Semiconductor Equipment             4,488,428  
                 

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

10

AI Powered Equity ETF

 

Schedule of Investments  

September 30, 2019 (Continued)

 

    Shares     Value  
Software - 12.7%
           
Adobe Systems, Inc. (b)     1,758     $ 485,648  
Alteryx, Inc. - Class A (b)     7,694       826,566  
Cadence Design System, Inc. (b)     12,107       800,031  
Citrix Systems, Inc.     8,050       776,986  
Everbridge, Inc. (a)(b)     5,585       344,650  
Guidewire Software, Inc. (a)(b)     11,053       1,164,765  
Intuit, Inc.     12,099       3,217,607  
New Relic, Inc. (a)(b)     7,811       479,986  
PTC, Inc. (a)(b)     6,909       471,056  
Q2 Holdings, Inc. (a)(b)     6,702       528,587  
salesforce.com, Inc. (b)     5,725       849,819  
ServiceNow, Inc. (b)     2,464       625,486  
Splunk, Inc. (b)     6,696       789,191  
SS&C Technologies Holdings, Inc.     33,121       1,708,050  
Synopsys, Inc. (b)     2,910       399,398  
Take-Two Interactive Software, Inc. (b)     2,276       285,274  
Zendesk, Inc. (b)     11,372       828,791  
Total Software             14,581,891  
Specialty Retail - 1.1%                
Aaron’s, Inc. (a)     11,056       710,459  
Ross Stores, Inc.     4,666       512,560  
Total Specialty Retail             1,223,019  
Technology Hardware, Storage & Peripherals - 3.0%                
Apple, Inc.     8,646       1,936,445  
NetApp, Inc.     28,579       1,500,683  
Total Technology Hardware, Storage & Peripherals             3,437,128  
Trading Companies & Distributors - 2.2%                
Fastenal Co. (a)     40,891       1,335,909  
HD Supply Holdings, Inc. (b)     14,063       550,918  
TransDigm Group, Inc. (a)     1,232       641,465  
Total Trading Companies & Distributors             2,528,292  
Total United States             109,080,735  
TOTAL COMMON STOCKS (Cost $107,687,667)             110,645,471  
                 
CLOSED-END FUNDS - 0.7%                
United States - 0.7%                
Ares Capital Corp. (a)     41,149       766,813  
TOTAL CLOSED-END FUNDS (Cost $713,868)             766,813  
                 
RIGHTS - 0%                
United States - 0.0%                
NewStar Financial, Inc. (b)(c)     115,783       0  
TOTAL RIGHTS (Cost $0)             0  

 

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

11

AI Powered Equity ETF

 

Schedule of Investments

September 30, 2019 (Continued)

 

    Shares     Value  
             
SHORT-TERM INVESTMENTS - 2.2%                
Money Market Funds - 2.2%                
Invesco Advisers, Inc. STIT-Treasury Portfolio - Institutional Class, 1.77% (d)     2,485,758     $ 2,485,758  
TOTAL MONEY MARKET FUNDS (Cost $2,485,758)             2,485,758  
                 
INVESTMENTS PURCHASED WITH SECURITIES LENDING COLLATERAL - 22.5%                
Mount Vernon Liquid Assets Portfolio, LLC, 2.13% (d)     25,790,497       25,790,497  
TOTAL INVESTMENTS PURCHASED WITH SECURITIES LENDING COLLATERAL (Cost $25,790,497)             25,790,497  
                 
Total Investments (Cost $136,677,790) - 121.9%             139,688,539  
Liabilities in Excess of Other Assets - (21.9)%             (25,115,285 )
TOTAL NET ASSETS - 100.0%           $ 114,573,254  

 

Percentages are stated as a percent of net assets.

 

(a) All or a portion of this security was out on loan at September 30, 2019.
(b) Non-income producing security.
(c) Value determined using significant unobservable inputs. Classified as Level 3 in the fair value hierarchy.
(d) The rate quote is the annualized seven-day yield at September 30, 2019.

 

The Global Industry Classification Standard (GICS®) was developed by and/or is the exclusive property of MSCI, Inc. and Standard & Poor’s Financial Services LLC (“S&P”). GICS® is a service mark of MSCI and S&P and has been licensed for use by U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services (“Fund Services”).

 

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

12

AI Powered Equity ETF

 

STATEMENT OF ASSETS AND LIABILITIES
As of September 30, 2019

       
   

AI Powered

Equity ETF

 
ASSETS      
Investments in securities, at value*   $ 139,688,539  
Receivables:        
Dividends and interest receivable     67,004  
Securities lending income receivable     2,948  
Receivable for investments sold     2,089,502  
Total Assets     141,847,993  
         
LIABILITIES        
Collateral received for securities loaned (Note 7)     25,790,497  
Payables:        
Payable for investments purchased     760,450  
Payable for fund shares redeemed     651,165  
Management fees payable     72,627  
Total Liabilities     27,274,739  
Net Assets   $ 114,573,254  
         
NET ASSETS CONSIST OF:        
Paid-in Capital   $ 122,000,434  
Total Distributable Losses     (7,427,180 )
Net Assets   $ 114,573,254  
         
*Identified Cost:        
Investments in securities   $ 136,677,790  
         
Shares Outstanding^     4,375,000  
Net Asset Value, Offering and Redemption Price per Share   $ 26.19  

 


^ No par value, unlimited number of shares authorized

 

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

13

AI Powered Equity ETF

 

STATEMENT OF OPERATIONS
For the Year Ended September 30, 2019

 

 

    AI Powered  
    Equity ETF  
INVESTMENT INCOME      
Investment Income:      
Dividend Income   $ 1,871,084  
Interest Income     85,068  
Securities lending income     34,113  
Total Investment Income     1,990,265  
         
Expenses:        
Management fees     1,084,391  
Total Expenses     1,084,391  
Net Investment Income     905,874  
         
REALIZED & UNREALIZED GAIN (LOSS) ON INVESTMENTS        
         
Net Realized Loss on:        
Investments     (9,926,439 )
In-Kind redemptions     (529,421 )
Closed-End Funds     49,935  
Net Realized Loss on Investments and In-Kind Redemptions     (10,405,925 )
Net Change in Unrealized Depreciation of:        
Investments     (3,012,955 )
Net Change in Unrealized Depreciation of Investments     (3,012,955 )
Net Realized and Unrealized Loss on Investments     (13,418,880 )
         
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS   $ (12,513,006 )

 

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

14

AI Powered Equity ETF

 

STATEMENTS OF CHANGES IN NET ASSETS

 

    Year Ended     Period Ended  
    September 30, 2019     September 30, 20181  
OPERATIONS                
Net investment income   $ 905,874     $ 654,349  
Net realized gain (loss) on investments and in-kind redemptions     (10,405,925 )     11,614,217  
Net change in unrealized appreciation (depreciation) of investments     (3,012,955 )     6,023,722  
Net increase (decrease) in net assets resulting from operations     (12,513,006 )     18,292,288  
                 
DISTRIBUTIONS TO SHAREHOLDERS                
Total distributions from distributable earnings     (12,575,043 )     (610,275 )
                 
CAPITAL SHARE TRANSACTIONS                
Net increase (decrease) in net assets derived from net change in outstanding shares     (66,811,078 )     188,790,368  
Net increase (decrease) in net assets     (91,899,127 )     206,472,381  
                 
NET ASSETS                
Beginning of Year/Period     206,472,381        
End of Year/Period   $ 114,573,254     $ 206,472,381  
                 

Summary of share transactions is as follows:

 

      Year Ended     Period Ended  
      September 30, 2019     September 30, 20181  
      Shares     Amount     Shares     Amount  
Shares Sold       175,000     $ 4,859,175       8,450,000     $ 226,333,906  
Shares Redeemed       (2,800,000 )     (71,670,253 )     (1,450,000 )     (37,543,538 )
        (2,625,000 )   $ (66,811,078 )     7,000,000     $ 188,790,368  
Beginning Shares       7,000,000                        
Ending Shares       4,375,000               7,000,000          

 

1 Fund commenced operations on October 17, 2017. The information presented is for the period from October 17, 2017 to September 30, 2018.

 

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

15

AI Powered Equity ETF

 

FINANCIAL HIGHLIGHTS 

For a capital share outstanding throughout the year/period

 

    Year Ended     Period Ended  
    September 30, 2019     September 30, 20181  
                 
Net Asset Value, Beginning of year/period
  $ 29.50     $ 25.00  
                 
Income (Loss) from Investment Operations:                
Net investment income 2     0.16       0.14  
Net realized and unrealized gain (loss) on investments     (1.41 )     4.49  
Total from investment operations
    (1.25 )     4.63  
                 
Less Distributions:                
Distributions from net investment income     (0.17 )     (0.12 )
Net realized gains     (1.89 )     (0.01 )
Total distributions
    (2.06 )     (0.13 )
Net asset value, end of year/period     26.19       29.50  
Total Return     -2.32 %     18.53 %3
                 
Ratios/Supplemental Data:                
Net assets at end of year/period (000's)   $ 114,573     $ 206,472  
Expenses to Average Net Assets     0.75 %     0.75 %4
Net Investment Income to Average Net Assets     0.64 %     0.52 %4
Portfolio Turnover Rate     129 %     260 %3
                 
1 Commencement of operations on October 17, 2017.
2 Calculated based on average shares outstanding during the year/period.
3 Not annualized.
4 Annualized.

 

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

16

AI Powered Equity ETF

 

Schedule of Investments 

September 30, 2019

 

NOTE 1 – ORGANIZATION

 

The AI Powered Equity ETF (the “Fund”) is a series of ETF Managers Trust (the “Trust”), an open-end management investment company consisting of multiple investment series, organized as a Delaware statutory trust on July 1, 2009. The Trust is registered with the 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 Fund’s shares (“Shares”) is registered under the Securities Act of 1933, as amended (the “Securities Act”). The investment objective of the Fund is capital appreciation. The Fund commenced operations on October 17, 2017.

 

The Fund currently offers one class of shares, which has no front end sales load, no deferred sales charges, and no redemption fees. The Fund may issue an unlimited number of shares of beneficial interest, with no par value. All shares of the Fund have equal rights and privileges.

 

Shares of the Fund are listed and traded on the NYSE Arca, Inc. 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 only in blocks of 25,000 shares, called “Creation Units.” Creation Units are issued and redeemed principally in-kind for securities included in a specified Index. Once created, Shares generally trade in the secondary market at market prices that change throughout the day in quantities 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”). 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 nor 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.

 

Authorized Participants transacting in Creation Units for cash may pay an additional variable charge to compensate the relevant Fund for certain transaction costs (i.e., brokerage costs) and market impact expenses relating to investing in portfolio securities. Such variable charges, if any, are included in “Transaction Fees” in the Statements of Changes in Net Assets.

 

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

 

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 (“U.S. GAAP”).

 

The Fund follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board Accounting Standard Codification Topic 946 Financial Services – Investment Companies.

 

The Fund may invest in certain other investment companies (underlying funds). For specific investments in underlying funds, please refer to the complete schedule of portfolio holdings on Form N-CSR for this reporting period, which is filed with the U.S. Securities and Exchange Commission (SEC). For more information about the underlying Fund’s operations and policies, please refer to those Fund’s semiannual and annual reports, which are filed with the SEC.

 


A. Security Valuation. Securities listed on a securities exchange, market or automated quotation system for which quotations are readily available (except for securities traded on NASDAQ), including securities traded over the counter, are valued at the last quoted sale price on the primary exchange or market (foreign or domestic) on which they are traded on the valuation date (or at approximately 4:00 pm Eastern Time if a security’s primary exchange is normally open at that time), or, if there is no such reported sale on the valuation date, at the most recent quoted bid price. For securities traded on NASDAQ, the NASDAQ Official Closing Price will be used.
17

AI Powered Equity ETF

 

NOTES TO FINANCIAL STATEMENTS

September 30, 2019 (Continued) 

 

Securities for which quotations are not readily available are valued at their respective fair values as determined in good faith by the 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 Fund’s Board. The use of fair value pricing by a fund may cause the net asset value of its shares to differ significantly from the net asset value that would be calculated without regard to such considerations. As of September 30, 2019, the Fund held one security that was fair valued by the Board. More detail about this security can be found in the Schedule of Investments.

 

As described above, the Fund utilizes various methods to measure the fair value of its investments on a recurring basis. U.S. 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 table is a summary of the inputs used to value the Fund’s net assets, as of September 30, 2019:

18

AI Powered Equity ETF

 

NOTES TO FINANCIAL STATEMENTS
September 30, 2019 (Continued)

 

AI Powered Equity ETF

 

Assets^   Level 1     Level 2     Level 3     Total  
Common Stocks   $ 110,645,471     $     $     $ 110,645,471  
Closed-End Funds     766,813                   766,813  
Rights                 (1)      
Short Term Investments     2,485,758                   2,485,758  
Investments Purchased with Securities                                
Lending Collateral*              
      25,790,497  
Total Investments in Securities   $ 113,898,042     $         $ 139,688,539  

 

(1) Includes a security valued at $0.

 

The Fund held a Level 3 security at the end of the year. The security classified as Level 3 is deemed immaterial.

 

^ For further information regarding security characteristics, see the Schedule of Investments.

 

* Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy. The fair value amounts presented in the table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Schedule of Investments.

 


B. Federal Income Taxes. The Fund has elected to be taxed as a “regulated investment company” and intends to distribute substantially all taxable income to its shareholders and otherwise comply with the provisions of the Internal Revenue Code applicable to regulated investment companies. Therefore, no provisions for federal income taxes or excise taxes have been made.

 

To avoid imposition of the excise tax applicable to regulated investment companies, the Fund intends to declare each year as dividends, in each calendar year, at least 98.0% of its net investment income (earned during the calendar year) and 98.2% of its net realized capital gains (earned during the twelve months ended October 31) plus undistributed amounts, if any, from prior years.

 

Net capital losses incurred after October 31, within the taxable year are deemed to arise on the first business day of the Fund’s next taxable year.

 

The Fund recognizes the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities. The Fund has analyzed its tax position and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions expected to be taken in the Fund’s 2019 tax returns. The Fund identifies its major tax jurisdictions as U.S. Federal, the State of New Jersey, and the State of Delaware; however, the Fund 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 twelve months.

 

As of September 30, 2019, management has reviewed the tax positions for open periods (for Federal purposes, three years from the date of filing and for state purposes, four years from the date of filing), as applicable to the Funds, and has determined that no provision for income tax is required in the Funds’ financial statements.

19

AI Powered Equity ETF

 

NOTES TO FINANCIAL STATEMENTS
September 30, 2019 (Continued)

 


C. 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. Discounts/premiums on debt securities purchased are accreted/amortized over the life of the respective securities using the effective interest method. Dividend income is recorded on the ex-dividend date. Interest income is recorded on an accrual basis. Income, including gains, from investments in foreign securities received by the Fund may be subject to income, withholding or other taxes imposed by foreign countries.

 


D. Foreign Currency Translations and Transactions. The Fund may engage in foreign currency transactions. Foreign currency transactions are translated into U.S. dollars on the following basis: (i) market value of investment securities, assets and liabilities at the daily rates of exchange, and (ii) purchases and sales of investment securities, dividend and interest income and certain expenses at the rates of exchange prevailing on the respective dates of such transactions. For financial reporting purposes, the Fund does not isolate changes in the exchange rate of investment securities from the fluctuations arising from changes in the market prices of securities for unrealized gains and losses. However, for federal income tax purposes, the Fund does isolate and treat as ordinary income the effect of changes in foreign exchange rates on realized gains or losses from the sale of investment securities and payables and receivables arising from trade-date and settlement-date differences.

 


E. Distributions to Shareholders. Distributions to shareholders from net investment income are declared and paid for the Fund on a quarterly basis. Net realized gains on securities for the Fund normally are declared and paid on 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 at the date of the financial statements, as well as the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.

 


G. Share Valuation. The net asset value (“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 NYSE is closed for trading. The offering and redemption price per share for the Fund is equal to the Fund’s net asset value 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 made against the Fund that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.

 

NOTE 3 – RISK FACTORS 

Investing in the AI Powered Equity ETF may involve certain risks, as discussed in the Fund’s prospectus, including, but not limited to, those described below. Any of these risks could cause an investor to lose money.

 

Equity Market Risk. The equity securities held in the Fund’s portfolio may experience sudden, unpredictable drops in value or long periods of decline in value. This may occur because of factors that affect securities markets generally or factors affecting specific issuers, industries, or sectors in which the Fund invests such as political, market and economic developments, as well as events that impact specific issuers.

20

AI Powered Equity ETF

 

NOTES TO FINANCIAL STATEMENTS
September 30, 2019 (Continued)

 

Management Risk. The Fund is subject to management risk as an actively-managed investment portfolio. The Adviser’s investment approach may fail to produce the intended results. If the Adviser’s implementation of the EquBot Model is inaccurate or incomplete, the Fund may not perform as expected and your investment could lose value over short or long-term periods. Additionally, the Adviser has not previously managed a Fund whose strategy relies on the use of AI, which may create additional risks for the Fund.

 

Market Trading Risk. An investment in the Fund faces numerous market trading risks, including the potential lack of an active market for Fund shares, losses from trading in secondary markets, periods of high volatility and disruption in the creation/redemption process of the Fund. Any of these factors, among others, may lead to the Fund’s shares trading at a premium or discount to NAV.

 

Models and Data Risk. The Fund relies heavily on proprietary quantitative models as well as information and data supplied by third parties (“Models and Data”). When Models and Data prove to be incorrect or incomplete, any decisions made in reliance thereon expose the Fund to potential risks.

 

Non-Diversification Risk. Because the Fund is “non-diversified,” it may invest a greater percentage of its assets in the securities of a single issuer or a small number of issuers than if it was a diversified fund. As a result, a decline in the value of an investment in a single issuer or a small number of issuers could cause the Fund’s overall value to decline to a greater degree than if the Fund held a more diversified portfolio. This may increase the Fund’s volatility and have a greater impact on the Fund’s performance.

 

Portfolio Turnover Risk. The portfolio managers may actively and frequently trade securities or other instruments in the Fund’s portfolio to carry out its investment strategies. A high portfolio turnover rate increases transaction costs, which may increase the Fund’s expenses.

 

REIT Investment Risk. Investments in REITs involve unique risks. REITs may have limited financial resources, may trade less frequently and in limited volume, and may be more volatile than other securities. REITs may be affected by changes in the value of their underlying properties or mortgages or by defaults by their borrowers or tenants. Furthermore, these entities depend upon specialized management skills, have limited diversification and are, therefore, subject to risks inherent in financing a limited number of projects. In addition, the performance of a REIT may be affected by changes in the tax laws or by its failure to qualify for tax-free pass-through of income.

 

Sector Risk. To the extent the Fund invests more heavily in particular sectors of the economy, its performance will be especially sensitive to developments that significantly affect those sectors.

 

Smaller Companies Risk. Smaller companies in which the Fund may invest may be more vulnerable to adverse business or economic events than larger, more established companies, and may underperform other segments of the market or the equity market as a whole. The securities of smaller companies also tend to be bought and sold less frequently and at significantly lower trading volumes than the securities of larger companies. As a result, it may be more difficult for the Fund to buy or sell a significant amount of the securities of a smaller company without an adverse impact on the price of the company’s securities, or the Fund may have to sell such securities in smaller quantities over a longer period of time, which may increase the Fund’s tracking error.

21

AI Powered Equity ETF

 

NOTES TO FINANCIAL STATEMENTS
September 30, 2019 (Continued)

 

NOTE 4 – COMMITMENTS AND OTHER RELATED PARTY TRANSACTIONS

 

ETF Managers Group, LLC (the “Advisor”), serves as the investment advisor to the Fund. Pursuant to an Investment Advisory Agreement (“Advisory Agreement”) between the Trust, on behalf of the Fund, and the Advisor, the Advisor provides investment advice to the Fund and oversees the day-today operations of the Fund, subject to the direction and control of the Board and the officers of the Trust.

 

Under the Investment Advisory Agreement with the Fund, the Advisor has overall responsibility for the general management and administration of the Fund and arranges for sub-advisory, transfer agency, custody, fund administration, securities lending, and all other non-distribution related services necessary for the Fund to operate. The Advisor bears the costs of all advisory and non-advisory services required to operate the Fund, in exchange for a single unitary fee. For services provided the Fund pays the Advisor at an annual rate of 0.75% of the Fund’s average daily net assets. The Advisor has an agreement with, and is dependent on, a third party to pay the Fund’s expenses in excess of 0.75% of the Fund’s average daily net assets. Additionally, under the Investment Advisory Agreement, the Advisor has agreed to pay all expenses of the Fund, except for: the fee paid to the Advisor pursuant to the Investment 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, and distribution (12b-1) fees and expenses (collectively, “Excluded Expenses”). The Advisor has entered into an Agreement with EquBot, LLC (the “Sponsor”), under which the Sponsor agrees to sublicense the use of the Underlying Index to the Advisor. The Sponsor also provides marketing support for the Fund, including distributing marketing materials related to the Fund. EquBot, LLC is a privately held business focused on bringing exchange-traded investment products to investors in the U.S. The Sponsor does not make investment decisions, provide investment advice, or otherwise act in the capacity of an investment adviser to the Fund. Additionally, the Sponsor is not involved in the maintenance of the Underlying Index and does not otherwise act in the capacity of an index provider.

 

U.S. Bancorp Fund Services, LLC doing business as U.S. Bank Global Fund Services (the “Administrator”) provides fund accounting, fund administration, and transfer agency services to the Fund. The Advisor compensates the Administrator for these services under an administration agreement between the two entities.

 

The Advisor pays each independent Trustee a quarterly fee for service to the Fund. Each Trustee is also reimbursed by the Advisor for all reasonable out-of-pocket expenses incurred in connection with his duties as Trustee, including travel and related expenses incurred in attending Board meetings.

 

NOTE 5 – DISTRIBUTION PLAN

 

The Fund has adopted a Plan of Distribution pursuant to Rule 12b-1 under the 1940 Act. Under the Plan, the Fund may pay compensation to the Distributor or any other distributor or financial institution with which the Trust has an agreement with respect to the Fund, with the amount of such compensation not to exceed an annual rate of 0.25% of each Fund’s daily average net assets. For the year ended September 30, 2019, the Fund did not incur any 12b-1 expenses.

 

NOTE 6 – PURCHASES AND SALES OF SECURITIES

 

The costs of purchases and sales of securities, excluding short-term securities and in-kind transactions, for the year ended September 30, 2019:

22

AI Powered Equity ETF

 

NOTES TO FINANCIAL STATEMENTS
September 30, 2019 (Continued)

 

    Purchases     Sales  
AI Powered Equity ETF   $ 244,838,491     $ 259,351,368  

 

The costs of purchases and sales of in-kind transactions associated with creations and redemptions for the year ended September 30, 2019:

 

    Purchases     Sales  
    In-Kind     In-Kind  
AI Powered Equity ETF   $ 4,762,287     $ 68,833,069  

 

Purchases in-kind are the aggregate of all in-kind purchases and sales in-kind are the aggregate of all in-kind sales. Net capital gains or losses resulting from in-kind redemptions are excluded from the Fund’s taxable gains and are not distributed to shareholders.

 

There were no purchases or sales of U.S. Government obligations for the year ended September 30, 2019.

 

NOTE 7 – SECURITIES LENDING

 

The Fund may lend up to 33 1∕3% of the value of the securities in its portfolio to brokers, dealers and financial institutions (but not individuals) under terms of participation in a securities lending program administered by U.S. Bank N.A. (“the Custodian”). The securities lending agreement requires that loans are collateralized at all times in an amount equal to at least 102% of the value of any loaned securities at the time of the loan, plus accrued interest. The Fund receives compensation in the form of fees and earn interest on the cash collateral. The amount of fees depends on a number of factors including the type of security and length of the loan. The Fund continues to receive interest payments or dividends on the securities loaned during the borrowing period. Gain or loss in the fair value of securities loaned that may occur during the term of the loan will be for the account of the Fund. The Fund has the right under the terms of the securities lending agreement to recall the securities from the borrower on demand. The cash collateral is invested by the Custodian in accordance with approved investment guidelines. Those guidelines require the cash collateral to be invested in readily marketable, high quality, short-term obligations; however, such investments are subject to risk of payment delays or default on the part of the issuer or counterparty or otherwise may not generate sufficient interest to support the costs associated with securities lending. The Fund could also experience delays in recovering its securities and possible loss of income or value if the borrower fails to return the borrowed securities, although the Fund is indemnified from this risk by contract with the securities lending agent.

 

As of September 30, 2019, the value of the securities on loan and payable for collateral due to broker were as follows:

 

Value of Securities on Loan Collateral Received

 

    Values of     Fund  
    Securities     Collateral  
Fund   on Loan     Received*  
AI Powered Equity ETF   $ 25,442,518     $ 25,790,497  

 

* The cash collateral received was invested in the Mount Vernon Liquid Assets Portfolio as shown on the Schedule of Investments, an investment with an overnight and continuous maturity.

23

AI Powered Equity ETF

 

NOTES TO FINANCIAL STATEMENTS
September 30, 2019 (Continued)

 

NOTE 8 – FEDERAL INCOME TAXES

 

The components of distributable earnings (losses) and cost basis of investments for federal income tax purposes at September 30, 2019 were as follows:

 

                      Net  
          Gross     Gross     Unrealized  
          Unrealized     Unrealized     Appreciation  
    Cost     Appreciation     Depreciation     (Depreciation)  
AI Powered Equity ETF   $ 136,826,516     $ 7,337,699     $ (4,475,676 )   $ 2,862,023  
                                 

 

    Undistributed     Undistributed     Total     Other     Total  
    Ordinary     Long-term     Distributable     Accumulated     Accumulated  
    Income     Gain     Earnings     (Loss)     Gain  
AI Powered Equity ETF   $ 20,212     $     $ 20,212     $ (10,309,415 )   $ (7,427,180 )

 

As of September 30, 2019, the Fund had accumulated capital loss carryovers of:

 

    Capital Loss     Capital Loss        
    Carryover ST     Carryover LT     Expires  
AI Powered Equity ETF   $ (8,964,165 )   $ (1,345,250 )   Indefinite  

 

Under current tax law, capital and currency losses realized after October 31 of a Fund’s fiscal year may be deferred and treated as occurring on the first business day of the following fiscal year for tax purposes. The following Funds had deferred post-October capital and currency losses, which will be treated as arising on the first business day of the year ended September 30, 2019.

 

    Late Year   Post-October
    Ordinary Loss   Capital Loss
AI Powered Equity ETF   None   None

 

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 net asset value per share. For the fiscal year ended September 30, 2019, the following table shows the reclassifications made:

 

    Total        
    Distributable     Paid-In  
    Earnings/(Loss)     Capital  
AI Powered Equity ETF   $ 1,252,068     $ (1,252,068 )
24

AI Powered Equity ETF

 

NOTES TO FINANCIAL STATEMENTS
September 30, 2019 (Continued)

 

The tax character of distributions paid by the Fund during the fiscal years ended September 30, 2019 and September 30, 2018 are as follows:

 

    Year Ended     Year Ended  
    September 30, 2019     September 30, 2018  
    From     From     From     From  
    Ordinary     Capital     Ordinary     Capital  
    Income     Gains     Income     Gains  
AI Powered Equity ETF   $ 12,571,140     $ 3,903     $ 610,275     $  

 

NOTE 9 – NEW ACCOUNTING PRONOUNCEMENTS

 

In August 2018, FASB issued Accounting Standards Update (“ASU”) 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 ASU 2018-13 and has early adopted the relevant provisions of the disclosure framework.

 

NOTE 10 – LEGAL MATTERS

 

The Trust, a former and current trustee of the Trust, the Adviser and certain officers of the Adviser are defendants in an action filed May 2, 2017 in the Superior Court of New Jersey captioned PureShares, LLC d/b/a PureFunds et al. v. ETF Managers Group, LLC et al., Docket No. C-63-17. The PureShares action alleges claims based on disputes arising out of contractual relationships with the Adviser. The action seeks damages in unspecified amounts and injunctive relief based on breach of contract, wrongful termination, and several other theories. The matter is scheduled for trial in January 2020.

 

The Adviser, its parent, Exchange Traded Managers Group, LLC and its chief executive officer are defendants in a case filed on October 26, 2017 in the United States District Court for the Southern District of New York by NASDAQ, Inc. captioned Nasdaq, Inc. v. Exchange Traded Managers Group, LLC et al., Case 1:17-cv-08252. This action arises out of related facts and circumstances in the New Jersey litigation and asserts claims for breach of contract, wrongful termination and certain other theories with respect to the same exchange traded funds discussed above. The matter was the subject of a bench trial in the Southern District of New York in May 2019, with closing arguments held on July 10, 2019. The parties are now awaiting the decision of the court. While the Adviser cannot predict the outcome of this lawsuit, the Adviser believes that any judgement against it will not affect its ability to continue to act as investment adviser to the Funds. Management of the Trust and the Fund, after consultation with legal counsel, believes that the resolution of these matters will not have a material adverse effect on the Fund’s financial statements.

 

NOTE 11 – SUBSEQUENT EVENTS

 

In preparing these financial statements, the Fund has evaluated events and transactions for potential recognition or disclosure through the date the financial statements were issued. This evaluation did not result in any subsequent events that necessitated disclosures and/or adjustments to the financial statements.

25

AI Powered Equity ETF

 

Report of Independent Registered Public Accounting Firm

 

To the Board of Trustees of ETF Managers Trust
and the Shareholders of AI Powered Equity ETF:

 

Opinion on the Financial Statements

 

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of AI Powered Equity ETF (the “Fund”) (a series of ETF Managers Trust) as of September 30, 2019, the related statement of operations for the year then ended, the statements of changes in net assets and financial highlights for each of the two years in the period then ended, and 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 September 30, 2019, the results of its operations for the year then ended, and the changes in net assets and financial highlights for each of the two years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these 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 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 audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, 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 and financial highlights. 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 and financial highlights. Our procedures included confirmation of securities owned as of September 30, 2019 by correspondence with the custodian. We believe that our audits provide a reasonable basis for our opinion.

 

/s/WithumSmith+Brown, PC

 

We have served as the auditor of one or more series of the Trust since 2013.

 

New York, New York

November 27, 2019

26

AI Powered Equity ETF

 

Expense Example

Six Months Ended September 30, 2019 (Unaudited)

 

As a shareholder of AI Powered Equity ETF (the “Fund”) 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. These examples are 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 six-month period and held for the entire period (April 1, 2019 to September 30, 2019).

 

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.

 

AI Powered Equity ETF        
          Annualized  
         
          Expense Ratio  
   
   
   
    During Period  
    Beginning     Ending     Expenses Paid     April 1, 2019  
    Account Value     Account Value     During the     to  
    April 1, 2019     September 30, 2019     Period^     September 30, 2019  
Actual   $ 1,000.00     $ 1,012.80     $ 3.78       0.75%
Hypothetical (5% annual)   $ 1,000.00     $ 1,021.31     $ 3.80       0.75%  

 

^ The dollar amounts shown as expenses paid during the period are equal to the annualized six-month expense ratio multiplied by the average account value during the period, multiplied by 183/365 (to reflect one-half year period from April 1, 2019 to September 30, 2019).

27

AI Powered Equity ETF

 

SUPPLEMENTARY INFORMATION

September 30, 2019 (Unaudited)

 

NOTE 1 – FREQUENCY DISTRIBUTION OF PREMIUMS AND DISCOUNTS

 

Information regarding how often shares of each Fund traded on the Exchange at a price above (i.e., at a premium) or below (i.e., at a discount) the NAV is available on the Fund’s website at www.etfmgfunds.com.

 

NOTE 2 – FEDERAL TAX INFORMATION

 

Qualified Dividend Income/Dividends Received Dedumattction

 

For the fiscal year ended September 30, 2019, certain dividends paid by the Fund may be subject to a maximum tax rate of 15%, as provided for by the Jobs and Growth Tax Reconciliation Act of 2003. The percentage of dividends declared from ordinary income designated as qualified dividend income was as follows:

 

Fund Name QDI
AI Powered Equity ETF 15.55%

 

For corporate shareholders, the percent of ordinary income distributions qualifying for the corporate dividends received deduction for the fiscal year ended September 30, 2019 was as follows:

 

Fund Name DRD
AI Powered Equity ETF 15.55%

 

Short Term Capital Gain

 

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 the Fund was as follows:

 

Fund Name Short-Term Capital Gain
AI Powered Equity ETF 92.84%
28

AI Powered Equity ETF

 

SUPPLEMENTARY INFORMATION

September 30, 2019 (Unaudited) (Continued)

 

NOTE 3 – INFORMATION ABOUT PORTFOLIO HOLDINGS

 

The Fund files a Form N-Q with the Securities and Exchange Commission (the ‘‘SEC’’) no more than sixty days after the Fund’s first and third fiscal quarters. For the Fund, this would be for the fiscal quarters ending June 30 and December 31. Form N-Q includes a complete schedule of the Funds’ portfolio holdings as of the end of those fiscal quarters. The Fund’s N-Q filings can be found free of charge on the SEC’s website at http://www.sec.gov, or they may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. (call 800-SEC-0330 for information on the operation of the Public Reference Room). The Fund’s portfolio holdings are posted on the Fund’s website at www.AIEQetf.com daily.

 

NOTE 4 – INFORMATION ABOUT PROXY VOTING

 

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 toll-free at 1-844-ETF-MGRS (1-844-383-6477), by accessing the SEC’s website at www.sec.gov, or by accessing the Fund’s website at www.AIEQetf.com.

 

Information regarding how the Fund voted proxies relating to portfolio securities during the period ending June 30 is available by calling toll-free at 1-844-ETF-MGRS (1-844-383-6477) or by accessing the SEC’s website at www.sec.gov.

 

Carefully consider the Fund’s investment objectives, risk factors, charges, and expenses before investing. This and additional information can be found in the Fund’s prospectus, which may be obtained by calling 1-844-ETF-MGRS (1-844-383-6477) or by visiting www.AIEQetf.com. Read the prospectus carefully before investing.

29

AI Powered Equity ETF

 

Board of Trustees

  

Set forth below are the names, birth years, positions with the Trust, length of term of office, and the principal occupations and other directorships held during at least the last five years of each of the persons currently serving as a Trustee of the Trust, as well as information about each officer. The business address of each Trustee and officer is 30 Maple Street, 2nd Floor, Summit, New Jersey 07901. The SAI includes additional information about Fund directors and is available, without charge, upon request by calling 1-844-ETF-MGRS (1-844-383-6477).

 

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

Number of
Portfolios in
Fund Complex
Overseen 

By Trustee 

Other
Directorships
Held by 
Trustee During 

Past 5 Years 

Interested Trustee and Officers
Samuel Masucci, III
(1962)
Trustee, Chairman of the Board and President (since 2012); Secretary (since 2014) Chief Executive Officer, Exchange Traded Managers Group LLC (since 2013); Chief Executive Officer, ETF Managers Group LLC (since 2016); Chief Executive Officer, ETF Managers Capital LLC (commodity pool operator) (since 2014); Chief Executive Officer (2012-2016) and Chief Compliance Officer (2012-2014), Factor Advisors, LLC (investment adviser); President and Chief Executive Officer, Factor Capital Management LLC (2012-2014) (commodity pool operator); 8 None
John A. Flanagan,
(1946)

Treasurer 

(since 2015)

 

President, John A. Flanagan CPA, LLC (accounting services) (since 2010); Treasurer, ETF Managers Trust (since 2015); Principal Financial Officer, ETF Managers Capital, LLC (commodity pool operator) (since 2015) n/a n/a
Reshma A. Tanczos
(1978)

Chief Compliance Officer
(since 2016)

 

Chief Compliance Officer, ETF Managers Group LLC (since 2016); Chief Compliance Officer, ETF Managers Capital LLC (since 2016); Partner, Crow & Cushing (law firm) (2007-2016). n/a n/a

 

* Mr. Masucci is an interested Trustee by virtue of his role as the Chief Executive Officer of the Adviser.

30

AI Powered Equity ETF

 

Board of Trustees (Continued)

 

  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
Number of
Portfolios in
Fund
Complex
Overseen By
Trustee
 Other
Directorships
Held by Trustee
During Past 5
Years
Independent Trustees
Terry Loebs
(1963)

Trustee
(since 2014)

 

Founder and Managing Member, Pulsenomics LLC (index product development and consulting firm) (since 2011); Managing Director, MacroMarkets, LLC (exchange-traded products firm) (2006-2011). 8 None
Jared A. Chase
(1955)

Trustee
(since 2018)

 

Chief Operating and Financial Officer, Root Capital (a 501(c)(3) non-profit lender); Chairman, State Street Global Alliance LLC, State Street Corporation (2007-2012); Head of Global Treasury, Liability Management, Money Markets & Derivatives, State Street Corporation (2004-2007) 8 None
31

AI Powered Equity ETF

 

ETF MANAGERS TRUST


Privacy Policy and Procedures

 

ETF Managers Trust, (the “Trust”) has adopted the following privacy policies in order to safeguard the personal information of the Trust’s customers and consumers in accordance with Regulation S-P as promulgated by the U.S. Securities and Exchange Commission.

 

Trust officers are responsible for ensuring that the following policies and procedures are implemented:

 

1) The Trust is committed to protecting the confidentiality and security of the information they collect and will handle personal customer and consumer information only in accordance with Regulation S-P and any other applicable laws, rules and regulations1. The Trust will ensure: (a) the security and confidentiality of customer records and information; (b) that customer records and information are protected from any anticipated threats and hazards; and (c) that customer records and information are protected from unauthorized access or use.

 

2) The Trust conducts its business affairs through its trustees, officers and third parties that provide services pursuant to agreements with the Trust. The Trust has no employees. It is anticipated that the trustees and officers of the Trust who are not employees of service providers of the Trust will not have access to customer records and information in the performance of their normal responsibilities for the Trust.

 

3) The Trust may share customer information with its affiliates, subject to the customers’ right to prohibit such sharing.

 

4) The Trust may share customer information with unaffiliated third parties only in accordance with the requirements of Regulation S-P. Pursuant to this policy, the Trust will not share customer information with unaffiliated third parties other than as permitted by law, unless authorized to do so by the customer.

 

Consistent with these policies, the Trust has adopted the following procedures:

 

1) The Trust will determine that the policies and procedures of its affiliates and Service Providers are reasonably designed to safeguard customer information and only permit appropriate and authorized access to and use of customer information through the application of appropriate administrative, technical and physical protections.

 

2) The Trust will direct each of its Service Providers to adhere to the privacy policy of the Trust and to its privacy policies with respect to all customer information of the Trust and to take all actions reasonably necessary so that the Trust is in compliance with the provisions of Regulation S-P, including, as applicable, the development and delivery of privacy notices and the maintenance of appropriate and adequate records.

 

3) The Trust requires its Service Providers to provide periodic reports to the Trust’s Board of Trustees outlining their privacy policies and the implementation of such policies. Each Service Provider is required to promptly report to the Trust’s Board any material changes to its privacy policy before, or promptly after, the adoption of such changes

 

(1) Generally, the Funds have institutional clients which are not considered “customers” for purposes of regulation S-P.

32

Advisor 

ETF Managers Group, LLC 

30 Maple Street, Suite 2, Summit, NJ 07901

 

Distributor 

ETFMG Financial, Inc. 

30 Maple Street, Suite 2, Summit, NJ 07901

 

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 doing business as U.S. Bank Global Fund Services 

615 East Michigan Street, Milwaukee, Wisconsin 53202

 

Securities Lending Agent
U.S Bank, National Association
Securities Lending 

800 Nicolet Mall 

Minneapolis, MN 55402-7020

 

Independent Registered Public Accounting Firm 

WithumSmith + Brown, PC 

1411 Broadway, 9th Floor, New York, NY 10018

 

Legal Counsel 

Sullivan & Worcester LLP 

1666 K Street NW, Washington, DC 20006

 

     

 

















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 Board believes that the collective knowledge and experience of the members of the audit committee enable the committee to provide appropriate oversight given the Trust's level of financial complexity. In addition, the Board notes that the audit committee has the authority to retain any experts necessary to carry out its duties.

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 last fiscal year for audit fees, audit-related fees, tax fees and other fees by the principal accountant.

 
FYE  9/30/2019
FYE  9/30/2018
Audit Fees
$215,500
$206,500
Audit-Related Fees
N/A
N/A
Tax Fees
$45,000
$40,000
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 WithumSmith+Brown, PC applicable to non-audit services pursuant to waiver of pre-approval requirement were as follows:



 
FYE  9/30/2019
FYE  9/30/2018
Audit-Related Fees
0%
0%
Tax Fees
0%
0%
All Other Fees
0%
0%


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 past 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.

Non-Audit Related Fees
FYE  9/30/2019
FYE  9/30/2018
Registrant
N/A
N/A
Registrant’s Investment Adviser
N/A
N/A


Item 5. Audit Committee of Listed Registrants.

Not applicable to registrants who are not listed issuers (as defined in Rule 10A-3 under the Securities Exchange Act of 1934).

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 Principal Executive Officer and Principal Financial Officer/Treasurer 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 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.

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 and Treasurer 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.

(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 Managers Trust                                                               


By (Signature and Title  /s/ Samuel Masucci III                                          
           Samuel Masucci III, Principal Executive Officer

Date  Decemner 4, 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/ Samuel Masucci                                            
           Samuel Masucci III, Principal Executive Officer

Date  December 4, 2019                                                                                


By (Signature and Title)*  /s/ John Flanagan                                                 
John Flanagan, Principal Financial Officer/Treasurer

Date  December 4, 2019                                                                                 
                      

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





 
EXCHANGE TRADED MANAGERS GROUP LLC
 
CODE OF ETHICS
 
This Code of Ethics (“Code”) has been adopted by Exchange Traded Managers Group LLC (the “Parent”) and its affiliates, ETF Managers Group LLC (the “Adviser”), ETFMG Financial LLC (the “Distributor”), ETF Managers Capital LLC (the “CPO”) and ETF Managers Trust and ETF Managers Commodity Trust I (collectively, the “Trust”). The Parent and each of its affiliates are collectively referred to herein as “ETFMG” and each, as context dictates, may be referred to herein as “ETFMG.” While affirming its confidence in the integrity and good faith of all of its officers and trustees, ETFMG recognizes that the knowledge of present or future portfolio transactions and, in certain instances, the power to influence portfolio transactions which may be possessed by certain of officers, employees and trustees could place such individuals, if they engage in personal transactions in securities which are eligible for investment by ETFMG, in a position where their personal interest may conflict with that of ETFMG.
 
This Code is designed to comply with Rule 204A-1 under the Investment Advisers Act of 1940 (“Advisers Act”) and the provisions of Rule 17j-1(b)(1) under the Investment Company Act of 1940, as amended (the “1940 Act”). ETFMG has determined to adopt this Code to set forth standards of conduct and require supervised persons to comply with applicable federal securities laws. The purpose of the Code is to establish standards that promote honest and ethical conduct, full, fair, accurate and timely disclosure with regulatory authorities, compliance with all applicable governmental laws, rules and regulations, prompt internal reporting of violations of the Code and accountability for adherence to the Code. The Code prohibits certain types of transactions deemed to create conflicts of interest (or at least the potential for or the appearance of such a conflict), and to establish reporting requirements and enforcement procedures.
 
I.          Statement of General Principles.
 
In recognition of the trust and confidence placed in ETFMG by its shareholders, and to give effect to the ETFMG’s belief that its operations should be directed to the benefit of its shareholders, ETFMG hereby adopts the following general principles of this Code to guide the actions of its trustees, officers and employees:
 

(1)
The interests of ETFMG’s shareholders are paramount, and all of ETFMG’s personnel must conduct themselves and their operations to give maximum effect to this tenet by assiduously placing the interests of the shareholders before their own.
 

(2)
All personal transactions in securities by ETFMG’s personnel must be accomplished so as to avoid even the appearance of a conflict of interest on the part of such personnel with the interests of ETFMG and its shareholders.
 

(3)
All of ETFMG’s personnel must avoid actions or activities that allow (or appear to allow) a person to profit or benefit from his or her position with respect to ETFMG, or that otherwise bring into question the person’s independence or judgment.
 
II.          Definitions.
 

(1)
“Access Person” shall mean (i) each director/trustee, officer, partner, employee or registered representative of ETFMG or any of ETFMG’s advisers (or of any company in a Control relationship to ETFMG), (ii) certain contractors (including investment sub-advisers) of ETFMG, as determined and notified by ETFMG’s Chief Compliance Officer (“CCO”), (iii) any other person, as determined and notified by the CCO, who, in connection with his or her regular functions or duties, makes, participates in, or obtains non-public information regarding, the purchase or sale of a Security by ETFMG, its affiliates or any series thereof (each a “Fund”), or (iv) such other persons designated under this Code.
1



(2)
An “actively managed Fund” is any Fund (as defined below) other than an index-based Fund.
 

(3)
“Account” shall mean any accounts of any officer or employee of ETFMG which includes accounts of the officer or employee’s immediate family members (any relative by blood or marriage) living in the officer or employee’s household, and any account in which he or she has a direct or indirect beneficial interest, such as trusts and custodial accounts or other accounts in which the officer or employee has a beneficial interest or exercises investment discretion.
 

(4)
“Beneficial Ownership” of a security is to be determined in the same manner as it is for purposes of Section 16 of the Securities Exchange Act of 1934. This means that a person should generally consider himself the beneficial owner of any securities in which he has a direct or indirect pecuniary interest. In addition, a person should consider himself the beneficial owner of securities held by his spouse, his minor children, a relative who shares his home, or other persons by reason of any contract, arrangement, understanding or relationship that provides him with sole or shared voting or investment power.
 

(5)
“Control” shall have the same meaning as that set forth in Section 2(a)(9) of the 1940 Act. Section 2(a)(9) provides that “control” means the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official position with such company. Ownership of 25% or more of a company’s outstanding voting security is presumed to give the holder thereof control over the company. Such presumption may be countered by the facts and circumstances of a given situation.
 

(6)
“Covered Person” shall include all Access persons who (i) make or participate in the making of investments and/or potential investments for Funds; (ii) have access to non-public information on investments and/or potential investments for Funds; or (iii) have access to non-public information regarding securities recommendations to clients.
 

(7)
“Independent Trustee” means a Trustee of the ETF Managers Trust who is not an “interested person” of the Trust within the meaning of Section 2(a)(19) of the 1940 Act.
 

(8)
An “index-based Fund” is a Fund (as defined below) that seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of a specified index.
 

(9)
“Initial Public Offering” (“IPO”) means an offering of Securities registered under the Securities Act of 1933, the issuer of which, immediately before registration, was not subject to the reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934.
2


(10)
“Private Placement” means an offering that is exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or Section 4(6) in the Securities Act of 1933.
 

(11)
“Purchase or sale of a Security” includes, among other things, the writing of an option to purchase or sell a Security.
 

(12)
“Restricted Security” means any Security (i) that is held or to be acquired by an actively managed Fund; (ii) that the Adviser is researching, analyzing or considering buying or selling for a Fund; or (iii) for which a Covered Person may have material non-public information.
 

(13)
“Security” shall have the same meaning as that set forth in Section 2(a)(36) of the 1940 Act and shall include, but is not limited to: any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any Security (including a certificate of deposit) or on any group or index of Securities, or any put, call, straddle, option or privilege entered into on a national securities exchange relating to foreign currency, any exchange traded vehicle (including, but not limited to, closed-end mutual funds, exchange traded notes and exchange traded funds). Further, for purpose of the Code, “Security” shall include any commodity contracts and derivatives.
 

(14)
A Security “held or to be acquired” by ETFMG or any Fund means (A) any Security which (i) is or has been held by ETFMG or any Fund, or (ii) is being or has been considered by a Fund’s investment adviser or sub-adviser for purchase by the Fund; (B) and any option to purchase or sell and any Security convertible into or exchangeable for any Security described in (A) above.
 

(15)
A Security is “being purchased or sold” by ETFMG from the time when a purchase or sale program has been communicated to the person who places the buy and sell orders for ETFMG until the time when such program has been fully completed or terminated.
 
III.          Prohibited Purchases and Sales of Securities.
 

(1)
No Access Person shall, directly or indirectly:
 

(A)
Purchase or sell any Security that ETFMG or its affiliates distribute or sponsor;


(B)
Employ any device, scheme or artifice to defraud a Fund;
 

(C)
Make to a Fund any untrue statement of a material fact or omit to state to a Fund a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;
 

(D)
Engage in any act, practice or course of business which would operate as a fraud or deceit upon a Fund; or
 

(E)
Engage in any manipulative practice with respect to a Fund.
3


(2)
No Access Person shall purchase or sell, directly or indirectly, any underlying Security contained in any index-based Fund(s) that ETFMG or its affiliates distribute or sponsor for a period beginning prior to trading in connection with a respective portfolio rebalance in any such Fund(s) and ending after settlement of all trades performed in connection with the portfolio rebalance (the “Restrictive Period”). The CCO shall notify all Access Persons in writing of any Securities subject to the Restrictive Period (the “Restricted List”), specifying both the commencement date and duration of such Restrictive Period.
 

(3)
No Covered Person shall purchase or sell, directly or indirectly, any Restricted Security, unless pre-approval is received from the CCO.
 

(4)
The requirements contained in paragraphs III(1)(A), III(2) and III(3) above shall not apply to an Independent Trustee.
 
IV.          Additional Restrictions and Requirements.
 

(1)
Each Access Person is prohibited from acquiring, either directly or indirectly, Beneficial Ownership of any securities offered in connection with an IPO, in which ETFMG or its affiliates are either the distributor, sponsor or member of the selling group.
 

(2)
Access Persons must obtain approval of the CCO before acquiring Beneficial Ownership in any other IPO or a Private Placement.
 

(3)
No Access Person shall accept or receive any gift of more than de minimis1 value from any person or entity that does business with or on behalf of ETFMG.

V.          Reporting Obligations.
 

(1)
Each Access Person (other than ETFMG’s Independent Trustees who are not required to provide such information under the terms of a code of ethics described in Section V hereof) must provide to the CCO, no later than ten days after he or she becomes an Access Person, an initial holdings report, and, within forty-five days after the end of each calendar year, an annual holdings report. The initial and annual holding reports shall disclose:
 

(A)
The title and type of security, and as applicable the exchange ticker symbol or CUSIP number, number of shares and principal of amount of each Security in which such Access Person had any direct or indirect Beneficial Ownership;


(B)
The name of any broker, dealer or bank with whom the Access Person maintained an account in which any securities were held for the direct or indirect benefit of the Access Person; and


(C)
The date that the report was submitted by the Access Person.
 
The information included in the initial holdings report must be current as of a date no more than 45 days prior to the date such person becomes an Access Person. The information included in the annual holdings report must be as of each calendar year-end. The Initial Holdings Report and Annual Holdings Report are attached as Exhibit I and Exhibit II, respectively.


1 De minimis value is generally intended to mean gifts of less than $200 in value.
4

 

(2)
Access Persons are not required to submit an initial or annual holdings report with respect to transactions effected for, and Securities held in, any account over which the Access Person has no direct or indirect influence or Control.
 

(3)
Access Persons are not required to submit a quarterly transactions report if the information contained in such reports would duplicate information provided in monthly broker account statements and trade confirmations, which are being provided and held and reviewed by the CCO.
 

(4)
Except as discussed below, each Access Person (other than ETFMG’s Independent Trustees) shall provide to the CCO broker trade confirmations or account statements (“trading statements”), for each Account in which the Access Person has direct or indirect Control or Beneficial Ownership, for the most recent month. Such trading statements shall include the investment activities of family members. The CCO shall submit such transaction reports with respect to his or her own personal securities transactions to an officer designated to receive his or her reports, who shall act in all respects in the manner prescribed herein for the CCO.
 

(5)
Every trading statement shall be provided on a monthly basis to the CCO not later than 30 days after the end of the month in which the transaction to which the trading statement relates was effected.  The trading statements shall contain the following information:
 

(A)
The name of the account holder and the account number;
 

(B)
The date of the transaction, the title, the interest rate and maturity date (if applicable), the number of shares and the principal amount of each Security involved;
 

(C)
The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);
 

(D)
The price of the Security at which the transaction was effected;
 

(E)
The name of the broker, dealer or bank with or through whom the transaction was effected;
 

(6)
Notwithstanding anything herein to the contrary, an Independent Trustee shall report transactions in Securities only if the Trustee knew at the time of the transaction or, in the ordinary course of fulfilling his or her official duties as a trustee, should have known immediately preceding or following the date of the trustee’s transaction, such Security was purchased or sold, or was being considered for purchase or sale, by ETFMG. (The “should have known” standard implies no duty of inquiry, does not presume there should have been any deduction or extrapolation from discussions or memoranda dealing with tactics to be employed meeting a Fund’s investment objectives, or that any knowledge is to be imputed because of prior knowledge of the Fund’s portfolio holdings, market considerations, or the Fund’s investment policies, objectives and restrictions.)
5


(7)
Each Independent Trustee shall report the name of any publicly-owned company (or any company anticipating a public offering of its equity securities) and the total number of its shares beneficially owned by him or her if such total ownership is more than 1/2 of 1% of the company’s outstanding shares. Such report shall be made promptly after the date on which the Trustee’s ownership interest equaled or exceeded 1/2 of 1%.
 
VI.          Review and Enforcement.
 

(1)
The CCO is responsible for identifying each person who is (a) an Access Person of ETFMG; and (b) required to report his or her transactions under this Code and shall inform such Access Persons of their reporting obligation under the Code. Such Access Persons shall promptly upon such request or notification execute the Compliance Certification attached hereto as Exhibit III.
 

(2)
The CCO shall compare all reported personal securities transactions with the Restricted List during each respective Restricted Period to determine whether a violation of this Code may have occurred. Before making any determination that a violation has been committed by any person, the CCO may give such person an opportunity to supply additional explanatory material.
 

(3)
If the CCO determines that a violation of this Code may have occurred, he or she shall conduct an investigation of the alleged violation and submit a written determination upon conclusion together with supporting documentation to the Chief Executive Officer (“CEO”).
 

(4)
If the CEO concludes that a violation has occurred, the CEO shall impose upon the individual such sanctions as he or she deems appropriate, including but not limited to dismissal, suspension, disgorgement of profits, cancellation of trades, selling of positions and suspension of personal trading privileges and shall report the violation and the sanction imposed to the Board of Trustees of ETFMG.
 

(5)
No person shall participate in a determination of whether he has committed a violation of the CODE or of the imposition of any sanction against himself. If a securities transaction of the CEO is under consideration, any other senior officer shall act in all respects in the manner prescribed herein for the CEO.

VII.          Investment Adviser’s or Administrator’s Code of Ethics.
 
Each investment adviser (including, where applicable, any sub-adviser), administrator or manager (where applicable), and principal underwriter of ETFMG shall:
 

(1)
Submit to the Board of Trustees of the Trust a copy of its code of ethics adopted pursuant to or in compliance with Rule 17j-1;


(2)
Promptly report to ETFMG in writing any material amendments to such code of ethics;


(3)
Promptly furnish to ETFMG, upon request, copies of any reports made pursuant to such code of ethics by any person who is an Access Person as to ETFMG;
6


(4)
Shall immediately furnish to the Board, without request, all material information regarding any violation of such code of ethics by any person who is an Access Person; and
 

(5)
At least once a year, provide the Board with a written report that describes any issue(s) that arose during the previous year under its code of ethics, including any material code violations and any resulting sanction(s), and a certification that it has adopted measures reasonably necessary to prevent its personnel from violating its code of ethics.
 
VIII.          Annual Written Report to the Board.
 
At least once a year, the CCO for ETFMG will provide the Board of Trustees a written report that includes:
 

(1)
Issues Arising Under the Code. The report will describe any issue(s) that arose during the previous year under the Code, including any material code violations, and any resulting sanction(s).
 

(2)
Certification. The report will certify to the Board of Trustees that ETFMG has adopted measures reasonably necessary to prevent its personnel from violating the Code.
 
IX.          Records.

ETFMG shall maintain records in the manner and to the extent set forth below, which records may be maintained under the conditions described in Rule 31a-2 under the 1940 Act and shall be available for examination by representatives of the Securities and Exchange Commission.
 

(1)
A copy of this Code and any other code which is, or at any time within the past five years has been, in effect shall be preserved in an easily accessible place;
 

(2)
A record of any violation of this Code and of any action taken as a result of such violation shall be preserved in an easily accessible place for a period of not less than five years following the end of the fiscal year in which the violation occurs;


(3)
A copy of each report submitted by an Access Person who is required to report under this Code, including any information provided in lieu of any such reports, shall be preserved for a period of not less than five years from the end of the fiscal year in which it is made or the information is provided, the first two years in an easily accessible place;
 

(4)
A list of all persons who are, or within the past five years have been, required to submit their reports pursuant to this Code, or who are or were responsible for reviewing these reports, shall be maintained in an easily accessible place;
 

(5)
A copy of each annual report to the Board of Trustees will be maintained for at least five years from the end of the fiscal year in which it is made, the first two years in an easily accessible place; and
 

(6)
A record of any decision, and the reasons supporting the decision, to approve the acquisition of Securities in an IPO or a Private Placement, shall be preserved for at least five years after the end of the fiscal year in which the approval is granted.
7

X.          Miscellaneous.
 

(1)
Confidentiality. All reports of securities transactions and any other information filed with ETFMG pursuant to this Code shall be treated as confidential unless otherwise required by law or a court of appropriate jurisdiction.
 

(2)
Interpretation of Provisions. The Board of Trustees may from time to time adopt such interpretations of this Code as it deems appropriate.
 

(3)
Periodic Review and Reporting. The CEO shall report to the Board of Trustees at least annually as to the operation of this Code and shall address in any such report the need (if any) for further changes or modifications to this Code.
8

EXHIBIT I

INITIAL HOLDINGS REPORT

Name of Reporting Person:
     
Date Person Became Subject to the Code’s Reporting Requirements:
     
Information in Report Dated as of:
     
Date Report Submitted:
     
       
Securities Holdings
 
     
Name of Issuer and
Title of Security
Type of Security
and Ticker
Symbol or
CUSIP Number
(if applicable)
No. of Shares
(if applicable)
Principal Amount
(if applicable)
 
 
     
 
 
     
 
 
     
If you have no securities holdings to report, please check here. ☐
 
If you do not want this report to be construed as an admission that you have beneficial ownership of one or more securities reported above, please describe below and indicate which securities are at issue.
 
Securities Accounts

If you maintain an account in which any securities are held for your direct or indirect benefit, please provide the following information:
 
Name of Broker, Dealer or Bank
Name(s) on and Type of Account
 
 
 
 
 
 
 
 
 
If you have no securities accounts to report, please check here. ☐
 
I certify that I have included on this report all securities holdings and accounts required to be reported pursuant to the Code of Ethics.

     
Signature
 
Date
9

EXHIBIT II
 
ANNUAL HOLDINGS REPORT
 
Name of Reporting Person:
     
Information in Report Dated as of:
     
Date Report Submitted:
     
Calendar Year Ended:
 
December 31, ___________
 
       
Securities Holdings
 
     
Name of Issuer and
Title of Security
Type of Security
and Ticker
Symbol or
CUSIP Number
(if applicable)
No. of Shares
(if applicable)
Principal Amount
(if applicable)
 
 
     
 
 
     
 
 
     
If you have no securities holdings to report, please check here. ☐
 
If you do not want this report to be construed as an admission that you have beneficial ownership of one or more securities reported above, please describe below and indicate which securities are at issue.
 
Securities Accounts
 
If you maintain an account in which any securities are held for your direct or indirect benefit, please provide the following information:
 
Name of Broker, Dealer or Bank
 
Name(s) on and Type of Account
 
 
 
 
 
 
 
 
 
If you have no securities accounts to report, please check here. ☐
 
I certify that I have included on this report all securities holdings and accounts required to be reported pursuant to the Code of Ethics.

     
Signature
 
Date
10

EXHIBIT III
 
COMPLIANCE CERTIFICATION

 
Initial Certification
   
I certify that I:
(i) have received, read and reviewed ETFMG’s Code of Ethics;
   
 
(ii)understand the policies and procedures in the Code;
   
 
(iii) recognize that I am subject to such policies and procedures;
   
  (iv) understand the penalties for non-compliance;
   
 
(v) will fully comply with ETFMG’s Code of Ethics; and
   
 
(vi) have fully and accurately completed this Certificate.
 
Signature:
   
 
Name:
   
 
(Print Name)
 
 
Date Submitted
   
 


11




CERTIFICATIONS

I, Samuel Masucci III, certify that:

 
1.
I have reviewed this report on Form N-CSR of the ETF Managers Trust;
 
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 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 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: December 4, 2019     
 
/s/ Samuel Masucci III                                                                                            
     Samuel Masucci III
     Principal Executive Officer, ETF Managers Trust
   


CERTIFICATIONS

I, John Flanagan, certify that:

 
1.
I have reviewed this report on Form N-CSR of the ETF Managers Trust;
 
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 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 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: December 4, 2019    
 
/s/ John Flanagan                                                                     
     John Flanagan
     Principal Financial Officer/Treasurer, ETF Managers Trust






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 Managers Trust, does hereby certify, to such officer’s knowledge, that the report on Form N-CSR of the ETF Managers Trust for the year ended September 30, 2019 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 Managers Trust for the stated period.


/s/ Samuel Masucci III                                               
    Samuel Masucci III
    Principal Executive Officer, ETF Managers Trust
/s/ John A. Flanagan                                                                   
     John A. Flanagan
     Principal Financial Officer/Treasurer, ETF Managers Trust
 
Dated: December 4, 2019                                          
 
Dated: December 4, 2019                                                           


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 the ETF Managers Trust for purposes of Section 18 of the Securities Exchange Act of 1934.