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, 2020

Date of reporting period: September 30, 2020


Item 1. Reports to Stockholders.

 

 

 

 

 

Annual

Report

 

September 30, 2020

 

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.

 

 

 

 

 

The fund is a series of ETF Managers Trust.

 


 

AI Powered Equity ETF

 

TABLE OF CONTENTS  
September 30, 2020  
   
  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 27
   
Expense Example 28
   
Supplementary Information 29
   
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, 2019 to September 30, 2020. During this period, market disruptions associated with the COVID-19 pandemic have had a global impact, and uncertainty regarding the long-term implications continues to exist. Such disruptions, along with various government orders and precautionary measures such as social distancing, business shutdowns and similar policies, led to a reduction in global economic activity. These policies have also resulted in periods of high market volatility which can adversely affect assets of the Fund and thus Fund performance. During the reporting period the COVID-19 pandemic contributed to approximately a five-fold increase in volatility for both the broad market (represented by the Chicago Board Options Exchange Volatility Index) as well as the technology sector (represented by the Chicago Board Options Exchange NDX Volatility Index).

 

The AI Powered Equity ETF is actively managed and seeks capital appreciation. Over the fiscal period, the total return for the Fund was 17.94%, while the total return for its benchmark, the S&P 500 Index, was 15.15%. The best performers in the Fund on the basis of contribution to return were Moderna, Amazon, and Livongo Health, while the worst performers were Martin Marietta Materials, Cimarex Energy, and Devon Energy.

 

During the reporting period, the Fund saw an average approximate allocation of 12% of its total assets to Software, 5% to Interactive Media & Services, 5% to Biotechnology and 5% to Semiconductors & Semiconductor Equipment.

 

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 150 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)


 

 

Average Annual Returns   1 Year     Since Inception     Value of $10,000  
Year Ended September 30, 2020     Return       (10/17/17)
    (9/30/2020)
AI Powered Equity ETF (NAV)     17.94%       11.12%     $ 13,654  
AI Powered Equity ETF (Market)     18.26%       10.95%     $ 13,593  
S&P 500 Index     15.15%       11.86%     $ 13,923  

 

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, 2020 (Unaudited)*

 

         
    Security   % of Total
Investments
1   Amazon.com, Inc.   3.11%
2   Alphabet, Inc. - Class A 2.99%
3   Apple Inc.   2.79%
4   Advanced Micro Devices, Inc. 2.12%
5   Microsoft Corp.   1.89%
6   Tesla Inc.   1.76%
7   Teladoc Health, Inc. 1.76%
8   Livongo Health, Inc. 1.39%
9   Thermo Fisher Scientific, Inc. 1.31%
10   NVIDIA Corp.   1.28%

 

Top Ten Holdings = 20.40% of Total Investments

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

 

4

 

AI Powered Equity ETF

 

Important Disclosures and Key Risk Factors

 

Past performance is not indicative of future return. A fund’s performance for very short time periods may not be indicative of future performance.

 

AIEQ

 

The AI Powered Equity Technology ETF (the “Fund”) seeks long-term capital appreciation within risk constraints commensurate with broad market US equity indices.

 

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 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.

 

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. Fund holdings are subject to change. For full holdings information, please visit www.etfmg.com.

 

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.

 

Natural or environmental disasters, such as earthquakes, fires, floods, hurricanes, tsunamis and other severe weather-related phenomena generally, and widespread disease, including pandemics and epidemics, have been and may be highly disruptive to economies and markets, adversely impacting individual companies, sectors, industries, markets, currencies, interest and inflation rates, credit ratings, investor sentiment, and other factors affecting the value of the Fund’s investments. Given the increasing interdependence among global economies and markets, conditions in one country, market, or region are increasingly likely to adversely affect markets, issuers, and/or foreign exchange rates in other countries, including the U.S. Any such events could have a significant adverse impact on the value of the Fund’s investments.

 

ETF Managers Group LLC is the investment adviser to the fund. Equbot LLC serves as the sub-advisor to the Fund.

 

The Fund is distributed by ETFMG Financial LLC. ETF Managers Group LLC and ETFMG Financial LLC are wholly owned subsidiaries of Exchange Traded Managers Group LLC (collectively, “ETFMG”). ETFMG is not affiliated with Equbot LLC.

 

5

 

AI Powered Equity ETF

 

PORTFOLIO ALLOCATIONS

As of September 30, 2020 (Unaudited)

 

 

    AI Powered
    Equity ETF
As a percent of Net Assets:        
Canada     0.2 %
United States     98.9  
Rights     0.0  
Short-Term and other Net Assets (Liabilities)     0.9  
      100.0 %

 

6

 

AI Powered Equity ETF

 

Schedule of Investments

September 30, 2020

 

 

    Shares     Value  
COMMON STOCKS - 99.1%                
Canada - 0.2%                
Commercial Services & Supplies - 0.2%                
Waste Connections, Inc.     1,521     $ 157,880  
                 
United States - 98.9%                
Air Freight & Logistics - 1.0%                
FedEx Corp.     3,863       971,622  
Auto Components - 0.1%                
BorgWarner, Inc. (a)     3,276       126,912  
Automobiles - 3.2%                
Ford Motor Co.     56,193       374,245  
General Motors Co.     15,765       466,486  
Tesla, Inc. (b)     4,917       2,109,443  
Total Automobiles             2,950,174  
Beverages - 1.1%                
Constellation Brands, Inc. - Class A     1,005       190,458  
Monster Beverage Corp. (b)     3,929       315,106  
PepsiCo, Inc.     4,036       559,389  
Total Beverages             1,064,953  
Biotechnology - 7.6%                
AbbVie, Inc.     3,177       278,273  
Aimmune Therapeutics, Inc. (b)     5,431       187,098  
Fate Therapeutics, Inc. (a)(b)     14,726       588,598  
Gilead Sciences, Inc.     17,355       1,096,662  
Inovio Pharmaceuticals, Inc. (a)(b)     13,167       152,737  
Invitae Corp. (a)(b)     15,110       655,019  
Moderna, Inc. (a)(b)     16,848       1,191,996  
Novavax, Inc. (a)(b)     11,233       1,217,096  
Sorrento Therapeutics, Inc. (a)(b)     91,537       1,020,638  
Syros Pharmaceuticals, Inc. (a)(b)     38,033       336,212  
Vertex Pharmaceuticals, Inc. (b)     1,557       423,691  
Total Biotechnology             7,148,020  
Building Products - 0.8%                
Masco Corp.     13,249       730,417  
Capital Markets - 1.7%                
BlackRock, Inc.     589       331,931  
CME Group, Inc.     1,018       170,322  
Intercontinental Exchange, Inc.     3,405       340,670  
MSCI, Inc.     1,663       593,325  
State Street Corp.     2,765       164,047  
Total Capital Markets             1,600,295  
Chemicals - 1.3%                
Air Products and Chemicals, Inc.     1,068       318,114  
Mosaic Co.     19,883       363,262  
Sherwin-Williams Co.     723       503,744  
Total Chemicals             1,185,120  
                 

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

 

7

 

AI Powered Equity ETF

 

Schedule of Investments

September 30, 2020 (Continued)

 

 

    Shares     Value  
Commercial Services & Supplies - 2.5%                
Cintas Corp.     2,081     $ 692,619  
IAA, Inc. (b)     14,507       755,379  
Rollins, Inc. (a)     12,941       701,273  
Waste Management, Inc.     1,108       125,392  
Total Commercial Services & Supplies             2,274,663  
Communications Equipment - 0.1%                
Ciena Corp. (b)     1,921       76,244  
Consumer Finance - 0.4%                
Green Dot Corp. - Class A (a)(b)     6,547       331,344  
Diversified Financial Services - 1.0%                
Berkshire Hathaway, Inc. - Class B (b)     4,522       962,915  
Diversified Telecommunication Services - 0.3%                
Verizon Communications, Inc.     4,422       263,065  
Electronic Equipment, Instruments & Components - 0.1%                
Amphenol Corp. - Class A     1,212       131,223  
Entertainment - 4.0%                
Activision Blizzard, Inc.     7,408       599,678  
Netflix, Inc. (a)(b)     2,438       1,219,073  
Roku, Inc. (b)     6,777       1,279,498  
Take-Two Interactive Software, Inc. (b)     1,754       289,796  
Zynga, Inc. - Class A (b)     34,503       314,667  
Total Entertainment             3,702,712  
Food & Staples Retailing - 1.8%                
Costco Wholesale Corp.     2,073       735,915  
Kroger Co.     7,240       245,508  
Walmart, Inc.     4,668       653,100  
Total Food & Staples Retailing             1,634,523  
Food Products - 1.3%                
Campbell Soup Co. (a)     8,979       434,314  
Conagra Brands, Inc.     10,027       358,064  
General Mills, Inc.     4,799       296,002  
Kellogg Co. (a)     2,428       156,825  
Total Food Products             1,245,205  
Gas Utilities - 0.1%                
Atmos Energy Corp.     813       77,715  
Health Care Equipment & Supplies - 4.2%                
Abbott Laboratories     7,715       839,623  
DexCom, Inc. (b)     1,431       589,901  
IDEXX Laboratories, Inc. (b)     2,896       1,138,447  
Intuitive Surgical, Inc. (b)     1,143       811,004  
ResMed, Inc.     2,828       484,804  
Total Health Care Equipment & Supplies             3,863,779  
Health Care Providers & Services - 1.7%                
Anthem, Inc.     1,613       433,236  
Centene Corp. (b)     7,527       439,050  
Humana, Inc.     1,160       480,112  
Molina Healthcare, Inc. (b)     1,059       193,839  
Total Health Care Providers & Services             1,546,237  

 

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

 

8

 

AI Powered Equity ETF

 

Schedule of Investments

September 30, 2020 (Continued)

 

 

    Shares     Value  
Health Care Technology - 5.1%                
Cerner Corp. (a)     6,188     $ 447,331  
Livongo Health, Inc. (a)(b)     11,866       1,661,833  
Teladoc Health, Inc. (a)(b)     9,613       2,107,555  
Veeva Systems, Inc. - Class A (b)     1,813       509,797  
Total Health Care Technology             4,726,516  
Hotels, Restaurants & Leisure - 1.5%                
Domino’s Pizza, Inc.     2,218       943,271  
McDonald’s Corp.     2,180       478,488  
Total Hotels, Restaurants & Leisure             1,421,759  
Household Products - 2.0%                
Church & Dwight Co., Inc.     6,620       620,360  
Clorox Co. (a)     2,404       505,249  
Kimberly-Clark Corp.     1,826       269,627  
Procter & Gamble Co.     3,107       431,842  
Total Household Products             1,827,078  
Insurance - 0.4%                
eHealth, Inc. (a)(b)     4,370       345,230  
Interactive Media & Services - 4.0%                
Alphabet, Inc. - Class A (b)     2,446       3,584,857  
Facebook, Inc. - Class A (b)     833       218,163  
Total Interactive Media & Services             3,803,020  
Internet & Direct Marketing Retail - 7.1%                
Amazon.com, Inc. (b)     1,184       3,728,097  
Etsy, Inc. (a)(b)     8,945       1,087,980  
Grubhub, Inc. (b)     3,348       242,161  
Overstock.com, Inc. (a)(b)     5,970       433,721  
Stitch Fix, Inc. - Class A (a)(b)     19,381       525,807  
Wayfair, Inc. - Class A (a)(b)     2,049       596,279  
Total Internet & Direct Marketing Retail             6,614,045  
IT Services - 3.5%                
Akamai Technologies, Inc. (a)(b)     4,831       534,019  
Broadridge Financial Solutions, Inc.     3,233       426,756  
MasterCard, Inc. - Class A     268       90,630  
PayPal Holdings, Inc. (b)     1,984       390,908  
Square, Inc. - Class A (b)     4,735       769,674  
Twilio, Inc. - Class A (a)(b)     4,172       1,030,859  
Total IT Services             3,242,846  
Life Sciences Tools & Services - 3.9%                
Agilent Technologies, Inc.     4,515       455,744  
Mettler-Toledo International, Inc. (b)     336       324,492  
PerkinElmer, Inc.     3,268       410,167  
Syneos Health, Inc. (a)(b)     8,753       465,309  
Thermo Fisher Scientific, Inc.     3,545       1,565,189  
Waters Corp. (b)     2,041       399,383  
Total Life Sciences Tools & Services             3,620,284  
Machinery - 0.7%                
Stanley Black & Decker, Inc.     3,828       620,902  

 

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

 

9

 

AI Powered Equity ETF

 

Schedule of Investments

September 30, 2020 (Continued)

 

 

    Shares     Value  
Media - 0.4%        
News Corp. - Class A     23,360     $ 327,507  
Metals & Mining - 0.9%                
Coeur Mining, Inc. (b)     65,515       483,501  
Royal Gold, Inc.     2,859       343,566  
Total Metals & Mining             827,067  
Multiline Retail - 0.7%                
Dollar General Corp.     1,185       248,400  
Target Corp.     2,617       411,968  
Total Multiline Retail             660,368  
Multi-Utilities - 0.1%                
Sempra Energy (a)     865       102,381  
Oil, Gas & Consumable Fuels - 1.7%                
Cabot Oil & Gas Corp. (a)     9,872       171,378  
Cimarex Energy Co. (a)     28,857       702,090  
EQT Corp.     43,061       556,779  
Williams Cos., Inc.     8,261       162,329  
Total Oil, Gas & Consumable Fuels             1,592,576  
Pharmaceuticals - 1.9%                
Catalent, Inc. (b)     3,257       278,995  
Eli Lilly and Co.     3,213       475,588  
Johnson & Johnson     2,931       436,367  
Pfizer, Inc.     15,529       569,914  
Total Pharmaceuticals             1,760,864  
Professional Services - 0.2%                
Verisk Analytics, Inc.     1,216       225,337  
Real Estate Management & Development - 0.9%                
Redfin Corp. (a)(b)     16,395       818,602  
Road & Rail - 0.2%                
Union Pacific Corp.     1,131       222,660  
Semiconductors & Semiconductor Equipment - 6.9%                
Advanced Micro Devices, Inc. (a)(b)     30,973       2,539,476  
Enphase Energy, Inc. (a)(b)     2,945       243,228  
Intel Corp.     6,186       320,311  
Microchip Technology, Inc.     1,065       109,439  
NVIDIA Corp.     2,825       1,528,947  
Qualcomm, Inc.     5,394       634,766  
Skyworks Solutions, Inc.     4,462       649,221  
Teradyne, Inc.     4,652       369,648  
Total Semiconductors & Semiconductor Equipment             6,395,036  
                 

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

 

10

 

AI Powered Equity ETF

 

Schedule of Investments

September 30, 2020 (Continued)

 

 

    Shares     Value  
Software - 14.9%        
2U, Inc. (a)(b)     12,861     $ 435,473  
Adobe Systems, Inc. (b)     281       137,811  
Autodesk, Inc. (b)     594       137,220  
Avaya Holdings Corp. (a)(b)     34,802       528,990  
Box, Inc. - Class A (b)     35,455       615,499  
Citrix Systems, Inc. (a)     3,810       524,675  
Cloudera, Inc. (a)(b)     84,819       923,679  
Coupa Software, Inc. (b)     2,888       792,005  
Crowdstrike Holdings, Inc. - Class A (b)     9,080       1,246,866  
DocuSign, Inc. (b)     1,918       412,830  
Everbridge, Inc. (a)(b)     4,665       586,530  
Fortinet, Inc. (b)     3,870       455,925  
Intuit, Inc.     1,629       531,396  
Microsoft Corp.     10,777       2,266,726  
PagerDuty, Inc. (a)(b)     15,951       432,432  
RingCentral, Inc. - Class A (b)     1,660       455,853  
salesforce.com, Inc. (b)     2,259       567,732  
ServiceNow, Inc. (b)     1,452       704,220  
Slack Technologies, Inc. - Class A (a)(b)     16,340       438,892  
SS&C Technologies Holdings, Inc.     5,286       319,909  
Tenable Holdings, Inc. (b)     11,788       444,997  
Zscaler, Inc. (a)(b)     6,406       901,260  
Total Software             13,860,920  
Specialty Retail - 1.5%                
AutoNation, Inc. (a)(b)     7,342       388,612  
Michaels Cos., Inc. (a)(b)     20,277       195,774  
RH (a)(b)     2,109       806,946  
Total Specialty Retail             1,391,332  
Technology Hardware, Storage & Peripherals - 3.8%                
Apple, Inc.     28,922       3,349,456  
Pure Storage, Inc. - Class A (a)(b)     12,963       199,501  
Total Technology Hardware, Storage & Peripherals             3,548,957  
Textiles, Apparel & Luxury Goods - 0.3%                
Tapestry, Inc. (a)     15,869       248,032  
Trading Companies & Distributors - 0.6%                
Fastenal Co.     1,520       68,537  
United Rentals, Inc. (b)     2,898       505,701  
Total Trading Companies & Distributors             574,238  
Water Utilities - 1.0%                
Essential Utilities, Inc. (a)     22,127       890,612  
Wireless Telecommunication Services - 0.4%                
T-Mobile US, Inc. (b)     3,314       378,989  
Total United States             91,934,296  
TOTAL COMMON STOCKS (Cost $76,737,121)             92,092,176  
                 

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

 

11

 

AI Powered Equity ETF

 

Schedule of Investments

September 30, 2020 (Continued)

 

 

    Shares     Value  
         
RIGHTS - 0%                
United States - 0.0%                
NewStar Financial, Inc. (c)     115,783     $ 0  
TOTAL RIGHTS (Cost $0)             0  
INVESTMENTS PURCHASED WITH PROCEEDS FROM                
SECURITIES LENDING COLLATERAL - 29.1%                
Mount Vernon Liquid Assets Portfolio, LLC, 0.18% (d)     27,033,268       27,033,268  
TOTAL INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL (Cost $27,033,268)             27,033,268  
                 
SHORT-TERM INVESTMENTS - 0.8%                
Money Market Funds - 0.8%                
Invesco Advisers, Inc. STIT-Treasury Portfolio - Institutional Class, 0.02%(d)     789,914       789,914  
TOTAL SHORT-TERM INVESTMENTS (Cost $789,914)             789,914  
                 
Total Investments (Cost $104,560,303) - 129.0%             119,915,358  
Liabilities in Excess of Other Assets - (29.0)%             (26,982,183 )
TOTAL NET ASSETS - 100.0%           $ 92,933,175  

 

Percentages are stated as a percent of net assets.

 

(a) All or a portion of this security was out on loan at September 30, 2020.
(b) Non-income producing security.
(c) Value determined using significant unobservable inputs. The value of this security totals $0, which represents 0.00% of total net assets. Classified as Level 3 in the fair value hierarchy.
(d) The rate quote is the annualized seven-day yield at September 30, 2020.

 

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, 2020

 

 


  AI Powered
Equity ETF
 
ASSETS    
Investments in securities, at value*   $ 119,915,358  
Receivables:        
Dividends and interest receivable     22,079  
Securities lending income receivable     6,472  
Receivable for investments sold     749,460  
Total Assets     120,693,369  
         
LIABILITIES        
Collateral received for securities loaned (Note 7)     27,033,268  
Payables:        
Payable for investments purchased     670,332  
Unitary fees payable     56,594  
Total Liabilities     27,760,194  
Net Assets   $ 92,933,175  
         
NET ASSETS CONSIST OF:        
Paid-in Capital   $ 89,525,063  
Total Distibutable Earnings     3,408,112  
Net Assets   $ 92,933,175  
         
*Identified Cost:        
Investments in securities   $ 104,560,303  
         
Shares Outstanding^     3,025,000  
Net Asset Value, Offering and Redemption Price per Share   $ 30.72  

 

^ 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, 2020

 

  


  AI Powered
Equity ETF
 
INVESTMENT INCOME    
Income:    
Dividends from investments (net of foreign withholdings tax of $972)   $ 1,143,919  
Interest     23,318  
Securities lending income     67,058  
Total Investment Income     1,234,295  
Expenses:        
Unitary fees     745,045  
Total Expenses     745,045  
Net Investment Income     489,250  
REALIZED & UNREALIZED GAIN (LOSS) ON INVESTMENTS        
Net Realized Gain (Loss) on:        
Investments     (1,909,340 )
In-Kind redemptions     4,024,259  
Closed-End Funds     (127,803 )
Net Realized Gain on Investments and In-Kind Redemptions     1,987,116  
Net Change in Unrealized Appreciation of:        
Investments     12,344,307  
Net Change in Unrealized Appreciation of Investments     12,344,307  
Net Realized and Unrealized Gain on Investments     14,331,423  
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS   $ 14,820,673  
         

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

 

14

 

AI Powered Equity ETF

 

STATEMENTS OF CHANGES IN NET ASSETS

 

  

   

Year Ended
September 30,

2020
   

Year Ended
September 30,

2019
 
OPERATIONS        
Net investment income   $ 489,250     $ 905,874  
Net realized gain (loss) on investments and in-kind redemptions     1,987,116       (10,405,925 )
Net change in unrealized appreciation (depreciation) of investments     12,344,307       (3,012,955 )
Net increase (decrease) in net assets resulting from operations     14,820,673       (12,513,006 )
DISTRIBUTIONS TO SHAREHOLDERS                
Total distributions from distributable earnings     (446,750 )     (12,575,043 )
                 
CAPITAL SHARE TRANSACTIONS                
Net decrease in net assets derived from net change in                
outstanding shares     (36,014,002 )     (66,811,078 )
Net decrease in net assets     (21,640,079 )     (91,899,127 )
NET ASSETS                
Beginning of Year     114,573,254       206,472,381  
End of Year   $ 92,933,175     $ 114,573,254  

 

Summary of share transactions is as follows:

 

     

Year Ended
September 30, 2020

   

Year Ended
September 30, 2019

 
     

Shares

   

Amount

    Shares     Amount  
Shares Sold       175,000     $ 5,278,763       175,000     $ 4,859,175  
Shares Redeemed       (1,525,000 )     (41,292,765 )     (2,800,000 )     (71,670,253 )
        (1,350,000 )   $ (36,014,002 )     (2,625,000 )   $ (66,811,078 )
Beginning Shares       4,375,000               7,000,000          
Ending Shares       3,025,000               4,375,000          

 

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
September 30,
2020

   

Year Ended
September 30,
2019

   

Period Ended
September 30,
20181

 
Net Asset Value, Beginning of Year/Period   $ 26.19     $ 29.50     $ 25.00  
Income from Investment Operations:                        
Net investment income 2     0.14       0.16       0.14  
Net realized and unrealized gain (loss) on investments     4.52       (1.41 )     4.49  
Total from investment operations     4.66       (1.25 )     4.63  
Less Distributions:                        
Distributions from net investment income     (0.13 )     (0.17 )     (0.12 )
Net realized gains           (1.89 )     (0.01 )
Total distributions     (0.13 )     (2.06 )     (0.13 )
Net asset value, end of year/period   $ 30.72     $ 26.19     $ 29.50  
Total Return     17.94 %     -2.32 %     18.53 %3
                         
Ratios/Supplemental Data:                        
Net assets at end of year/period (000’s)   $ 92,933     $ 114,573     $ 206,472  
Expenses to Average Net Assets     0.75 %     0.75 %     0.75 %4
Net Investment Income to Average Net Assets     0.49 %     0.64 %     0.52 %4
Portfolio Turnover Rate     239 %     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

 

NOTES TO FINANCIAL STATEMENTS

September 30, 2020

 

 

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, 2020 (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, 2020, the Fund held one fair valued security. 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.

 

 

18

AI Powered Equity ETF

 

NOTES TO FINANCIAL STATEMENTS

September 30, 2020 (Continued)

 

The following table presents a summary of the Funds’ investments in securities, at fair value, as of September 30, 2020:

 

AI Powered Equity ETF

 

Assets^   Level 1     Level 2     Level 3     Total  
Common Stocks   $ 92,092,176     $     $     $ 92,092,176  
Rights                 (1)      
Short Term Investments     789,914                   789,914  
Investments Purchased with Securities Lending Collateral*                       27,033,268  
Total Investments in Securities   $ 92,882,090     $     $     $ 119,915,358  

 

(1) Includes a security valued at $0.

 

The AI Powered Equity ETF 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 2020 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, 2020, 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, 2020 (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, 2020 (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, 2020 (Continued)

 

Natural Disaster/Epidemic Risk. Natural or environmental disasters, such as earthquakes, fires, floods, hurricanes, tsunamis and other severe weather-related phenomena generally, and widespread disease, including pandemics and epidemics (for example, the novel coronavirus COVID-19), have been and can be highly disruptive to economies and markets and have recently led, and may continue to lead, to increased market volatility and significant market losses. Such natural disaster and health crises could exacerbate political, social, and economic risks previously mentioned, and result in significant breakdowns, delays, shutdowns, social isolation, and other disruptions to important global, local and regional supply chains affected, with potential corresponding results on the operating performance of the Funds and their investments. A climate of uncertainty and panic, including the contagion of infectious viruses or diseases, may adversely affect global, regional, and local economies and reduce the availability of potential investment opportunities, and increases the difficulty of performing due diligence and modeling market conditions, potentially reducing the accuracy of financial projections. Under these circumstances, the Funds may have difficulty achieving their investment objectives which may adversely impact performance. Further, such events can be highly disruptive to economies and markets, significantly disrupt the operations of individual companies (including, but not limited to, the Funds’ Sponsor and third party service providers), sectors, industries, markets, securities and commodity exchanges, currencies, interest and inflation rates, credit ratings, investor sentiment, and other factors affecting the value of the Funds’ investments. These factors can cause substantial market volatility, exchange trading suspensions and closures and can impact the abilityof the Funds to complete redemptions and otherwise affect Fund performance and Fund trading in the secondary market. A widespread crisis may also affect the global economy in ways that cannot necessarily be foreseen at the current time. How long such events will last and whether they will continue or recur cannot be predicted. Impacts from these events could have significant impact on a Fund’s performance, resulting in losses to the Funds.

 

NOTE 4 – MANAGEMENT AND OTHER CONTRACTS

 

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. 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 its affiliate, ETFMG Financial, LLC, to serve as distributor to the Funds (the “Distributor”). The Distributor provides marketing support for the Funds, including distributing marketing materials related to the Funds.

 

EquBot, LLC serves as the sub-adviser to the Fund (the “Sub-Adviser”) and provides investment advice using the EquBot Model to the Advisor and the Fund. The Advisor is responsible for paying the entire amount of the Sub-Adviser’s fee for the Fund. The Sub-Adviser also provides marketing support for the Fund..

 

 

22

AI Powered Equity ETF

 

NOTES TO FINANCIAL STATEMENTS

September 30, 2020 (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 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, 2020, 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, 2020:

 

    Purchases     Sales  
AI Powered Equity ETF   $ 229,985,588     $ 229,645,773  

 

The costs of purchases and sales of in-kind transactions associated with creations and redemptions for the year ended September 30, 2020:

 

    Purchases
In-Kind
    Sales In-
Kind
 
AI Powered Equity ETF   $ 5,043,115     $ 39,034,460  

 

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, 2020.

 

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 either directly on behalf of each Fund or through one or more joint accounts, money market funds, or short-term bond funds, including those advised by or affiliated with the Advisor; however, all 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. Other investment companies in which a Fund may invest cash collateral can be expected to incur fees and expenses for operations, such as investment advisory and administration fees, which would be in addition to those incurred by the Fund, and which may be received in full or in part by the Advisor. Pursuant to guidance issued by the SEC staff, fees and expenses of money market funds used for cash collateral received in connection with loans of securities are not treated as Acquired Fund Fees and Expenses, which reflect a Fund’s pro rata share of the fees and expenses incurred by other investment companies in which the Fund invests (as disclosed in the Prospectus, as applicable). 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.

 

 

23

AI Powered Equity ETF

 

NOTES TO FINANCIAL STATEMENTS

September 30, 2020 (Continued)

 

As of September 30, 2020, 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*
 
AI Powered Equity ETF   $ 26,421,520     $ 27,033,268  

 

* The cash collateral received was invested in the Mount Vernon Liquid Assets Portfolio and ETFMG Sit Ultra Short ETF as shown on the Schedule of Investments, 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, 2020 were as follows:

 

    Cost     Gross
Unrealized
Appreciation
    Gross
Unrealized
Depreciation
    Net
Unrealized
Appreciation
(Depreciation)
 
AI Powered Equity ETF   $ 105,545,338     $ 17,056,648     $ (2,686,628 )   $ 14,370,020  

 

    Undistributed
Ordinary
Income
    Undistributed
Long-term
Gain
    Total
Distributable
Earnings
    Other
Accumulated
(Loss)
    Total
Accumulated
Gain
 
AI Powered Equity ETF   $ 62,712     $     $ 62,712     $ (11,024,620 )   $ 3,408,112  

 

As of September 30, 2020, the Fund had accumulated capital loss carryovers of:

 

    Capital Loss
Carryover
ST
    Capital Loss
Carryover
LT
    Expires
AI Powered Equity ETF   $ (9,794,433 )   $ (1,230,206 )   Indefinite

 

24

AI Powered Equity ETF

 

NOTES TO FINANCIAL STATEMENTS

September 30, 2020 (Continued)

 

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, 2020.

 

  Late Year
Ordinary
Loss
  Post-October
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, 2020, the following table shows the reclassifications made:

 

    Total
Distributable
Earnings/(Loss)
    Paid-In
Capital
 
AI Powered Equity ETF   $ (3,538,631 )   $ 3,538,631  

 

The tax character of distributions paid by the Fund during the fiscal years ended September 30, 2020 and September 30, 2019 are as follows:

 

    Year Ended
September 30, 2020
    Year Ended
September 30, 2019
 
    From
Ordinary Income
    From
Capital Gains
    From
Ordinary Income
    From
Capital Gains
 
AI Powered Equity ETF   $ 446,750     $     $ 12,571,140     $  

 

NOTE 9 – LEGAL MATTERS

 

The Trust, the Adviser and certain officers of the Adviser were 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 alleged claims based on disputes arising out of contractual relationships with the Adviser relating to certain series of the Trust. The action sought damages in unspecified amounts and injunctive relief based on breach of contract, wrongful termination, and several other claims.

 

The Adviser and its parent, Exchange Traded Managers Group, LLC (the “Company”), were 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. (“Nasdaq”) captioned Nasdaq, Inc. v. Exchange Traded Managers Group, LLC et al., Case 1:17-cv-08252. This action arose out of the same facts and circumstances, and relates to the same series of the Trust, as the New Jersey litigation and asserted claims for breach of contract, conversion and certain other claims. The matter was the subject of a bench trial in May 2019, and on December 20, 2019, the Court issued an Opinion and Order awarding compensatory damages to Plaintiff in the amount of $78,403,172.36, plus prejudgment interest. The Court also denied Plaintiff’s requests for punitive damages and equitable relief.

 

On May 1, 2020, Nasdaq, PureShares LLC (“PureShares”), and the Company announced a global settlement that resolves all claims in both the PureShares action and the Nasdaq action. The settlement is subject to ongoing negotiations and approvals among independent third parties. As part of the settlement, Nasdaq and the Company have agreed to certain cash payments from the Company to Nasdaq and PureShares, and have executed an asset purchase agreement to transfer certain Company intellectual property and related assets, to a Nasdaq affiliate. If the events set forth in the settlement agreement do not occur, and a subsequent settlement is not reached, the resulting conditions may adversely affect the Adviser’s future operations. However, 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.

 

 

25

AI Powered Equity ETF

 

NOTES TO FINANCIAL STATEMENTS

September 30, 2020 (Continued)

 

NOTE 10 – 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. .

 

 

26

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, 2020, 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 three 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, 2020, 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 three 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, 2020 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 30, 2020

 

 

27

AI Powered Equity ETF

 

Expense Example
Six Months Ended September 30, 2020 (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, 2020 to September 30, 2020).

 

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

    Beginning
Account
Value
April 1, 2020
    Ending
Account
Value
September 30,
2020
    Expenses
Paid
During the
Period^
    Annualized
Expense Ratio
During Period
April 1, 2020 to
September 30,
2020
 
Actual   $ 1,000.00     $ 1,372.40     $ 4.45       0.75 %
Hypothetical (5% annual)   $ 1,000.00     $ 1,021.25     $ 3.79       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 183/366 (to reflect the period from April 1, 2020 to September 30, 2020).

 

28

AI Powered Equity ETF

 

SUPPLEMENTARY INFORMATION

September 30, 2020 (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, 2020, 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 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, 2020 was as follows:

 

Fund Name DRD
AI Powered Equity 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
AI Powered Equity ETF 0.00%

 

NOTE 3 – INFORMATION ABOUT PORTFOLIO HOLDINGS

 

The Fund files a complete schedule of portfolio holdings with the SEC for its first and third fiscal quarters on Part F of Form N-PORT. Once filed, the Fund’s Part F of Form N-PORT is available without charge, upon request on the SEC’s website (www.sec.gov) and is available by calling (877) 756-7873.

 

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

 

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 of Exchange Traded Managers Group LLC (since 2013); ETF Managers Group LLC (since 2016); ETFMG Financial LLC (since 2017); ETF Managers Capital LLC (commodity pool operator) (since 2014); and 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); 12 None
John A. Flanagan (1946) Treasurer (since 2015) President, John A. Flanagan CPA, LLC (accounting services) (since 2010); Chief Financial Officer and Treasurer of Exchange Traded Managers Group LLC (since 2015); ETF Managers Group LLC (since 2016); and 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 of ETFMG Financial LLC (since 2017); ETF Managers Group LLC (since 2016); ETF Managers Capital LLC (since 2016); and Partner, Crow & Cushing (law firm) (2007-2016). N/A N/A
Matthew J. Bromberg (1973) Assistant Secretary (since 2020) General Counsel and Secretary of Exchange Traded Managers Group LLC (since 2020); ETF Managers Group LLC (since 2020); ETFMG Financial LLC (since 2020); ETF Managers Capital LLC (since 2020); Partner of Dorsey & Whitney LLP (law firm) (2019-2020); General Counsel of WBI Investments, Inc. (2016-2019); Millington Securities, Inc. (2016-2019); and Partner of Reed Smith (law firm) (2015-2016) 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
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). 12 None
Eric Weigel (1960) Trustee (since 2020) Senior Portfolio Manager, Little House Capital (2019-present); Managing Partner, Global Focus Capital LLC (2013-present); Chief Investment Officer, Insight Financial Strategist LLC (2017-2018) 12 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

 

 

 

 

 

 

 

 

Annual Report 

September 30, 2020

 

ETFMG Prime Cyber Security ETF

 

ETFMG Prime Junior Silver Miners ETF

 

ETFMG Prime Mobile Payments ETF

 

ETFMG Sit Ultra Short ETF

 

ETFMG Travel Tech ETF

 


ETFMG Treatments, Testing and Advancements ETF

 

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 funds are a series of ETF Managers Trust.

 



 

ETFMG™ ETFs

 

TABLE OF CONTENTS

September 30, 2020

 

 

  Page
Shareholders’ Letter 2
   
Growth of $10,000 Investment and Top 10 Holdings 5
   
Important Disclosures and Key Risk Factors 17
   
Portfolio Allocations 22
   
Schedules of Investments 23
   
Statements of Assets and Liabilities 45
   
Statements of Operations 46
   
Statements of Changes in Net Assets 47
   
Financial Highlights 53
   
Notes to the Financial Statements 59
   
Report of Independent Registered Public Accounting Firm 73
   
Approval of Advisory Agreement and Board Considerations 74
   
Expense Examples 76
   
Trustees and Officers Table 78
   
Federal Tax Information 80
   
Information about Portfolio Holdings 81
   
Information about Proxy Voting 81
   
Privacy Policy 82

 


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 referenced below (each a “Fund”). The following information pertains to the fiscal period from October 1, 2019 to September 30, 2020.

 

Performance Overview

 

Below is a performance overview for each Fund for the same 12-month period, except as noted otherwise. During this period, market disruptions associated with the COVID-19 pandemic have had a global impact, and uncertainty regarding the long-term implications continues to exist. Such disruptions, along with various government orders and precautionary measures such as social distancing, business shutdowns and similar policies, led to a reduction in global economic activity. These policies have also resulted in periods of high market volatility which can adversely affect assets of each Funds and thus each respective Fund’s performance. During the reporting period the COVID-19 pandemic contributed to approximately a five-fold increase in volatility for the broad market (represented by the Chicago Board Options Exchange Volatility Index).

 

ETFMG Prime Cyber Security ETF (HACK)

 

The ETFMG Prime Cyber Security ETF (“HACK”) 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 “Cyber Defense Index”).

 

Over the period, the total return for HACK was 26.75%, while the total return for the Cyber Defense Index was 26.65%. The best performers in HACK on the basis of contribution to return were Cloudflare, SailPoint Technologies, and Zscaler, while the worst performers were Proofpoint, Cisco Systems, and Tufin Software Technologies.

 

During the reporting period, HACK saw an average approximate allocation of 67% of its total assets to Software, 16% to IT Services and 10% to Communications Equipment.

 

ETFMG Prime Junior Silver ETF (SILJ)

 

The ETFMG Prime Junior Silver ETF (“SILJ”) 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 “Silver Miners Index”).

 

Over the period, the total return for SILJ was 48.06%, while the total return for the Silver Miners Index was 48.51%. The best performers in SILJ on the basis of contribution to return were Pan American Silver, Hecla Mining and Silvercorp Metals, while the worst performers in SILJ on the basis of contribution to return were McEwen Mining, Trevali Mining, and Hochschild Mining.

 

During the reporting period, SILJ saw an average approximate allocation of 98% of its total assets to Metals and Mining and the remaining 2% to Commercial Services & Supplies.

 


2

 

ETFMG Prime Mobile Payments ETF (IPAY)

 

The ETFMG Prime Mobile Payments ETF (“IPAY”) 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 “Mobile Payments Index”).

 

Over the period, the total return for IPAY was 16.56%, while the total return for the Mobile Payments Index was 17.31%. The best performers in IPAY on the basis of contribution to return were Square, PayPal, and Adyen, while the worst performers were Discover Financial Services, Cielo S.A., and Wirecard.

 

During the reporting period, IPAY saw an average approximate allocation of 79% of its total assets to IT Services, 10% to Consumer Finance and 3% to Electronic Equipment, Instruments & Services.

 

ETFMG Sit Ultra Short ETF (VALT)

 

The following information pertains to the fiscal period from the Fund’s inception, October 8, 2019 to September 30, 2020.

 

The ETFMG Sit Ultra Short ETF (“VALT”) is an actively managed ETF that seeks maximum current income, consistent with preservation of capital and daily liquidity.

 

Over the fiscal period, the total return for VALT was 1.19%, while the total return for its benchmark, the Bloomberg Barclays U.S. Treasury Bills Index: 1-3 month Index, was 0.96%.

 

VALT seeks to achieve its investment objective by investing in a diversified portfolio of high-quality, short-term U.S. dollar-denominated domestic and foreign debt securities and other instruments. VALT uses the Bloomberg Barclays U.S. Treasury Bills Index: 1-3-month Index as its benchmark index. VALT seeks to maintain an average effective duration within a range of 2 months to 1 year.

 

ETFMG Travel Tech ETF (AWAY)

 

The following information pertains to the fiscal period from the Fund’s inception, February 12, 2020 to September 30, 2020.

 

The ETFMG Travel Tech ETF (“AWAY”) seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of the Prime Travel Technology Index NTR (the “Travel Tech Index”).

 

Over the fiscal period, the total return for AWAY was -24.50%, while the total return the for the Travel Tech Index was -24.99%. The best performers in AWAY on the basis of contribution to return were Lotte Tour Development Facedrive, and Tongcheng-Elong Holdings, while the worst performers were Despegar.com, Lyft and Sabre.

 

During the reporting period, AWAY saw an average approximate allocation of 50% of its total assets to Internet & Direct Marketing Retail, 17% to Road & Rail and 13% to IT Services.

 


3

 

ETFMG Treatments, Testing and Advancements ETF (GERM)

 

The following information pertains to the fiscal period from the Fund’s inception, June 17, 2020 to September 30, 2020.

 

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

 

Over the fiscal period, the total return for GERM was 10.82%, while the total return the for the Treatments, Testing and Advancements Index was 10.88%. The best performers in GERM on the basis of contribution to return were Novavax, BioNTech SE, and Emergent BioSolutions, while the worst performers were Athersys, Cue Biopharma, and Dicerna Pharmaceuticals.

 

During the reporting period, GERM saw an average approximate allocation of 63% of its total assets to Biotechnology, 11% to Life Sciences Tools & Services and 10% to Health Care Providers & Services.

 

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

 

Sincerely,

 

 

Samuel Masucci III

Chairman of the Board

 


4

 

ETFMG Prime Junior Silver Miners ETF

Growth of $10,000 (Unaudited)

 

 

 

Average Annual Returns 1 Year 5 Year Since Inception Value of $10,000
Year Ended September 30, 2020 Return Return (11/28/12) (9/30/20)
ETFMG Prime Junior Silver Miners ETF (NAV) 48.06% 22.65% -3.88% $7,335
ETFMG Prime Junior Silver Miners ETF Miners (Market) 47.99% 21.82% -3.87% $7,338
S&P 500 Index 15.15% 14.15% 14.04% $28,006
Prime Junior Silver Miners & Explorers Index 48.51% 24.14% -2.87% $7,957

 

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.

 


5

 

ETFMG Prime Junior Silver Miners ETF

 

 

Top Ten Holdings as of September 30, 2020 (Unaudited)*

 

    Security % of Total Investments
1   Pan American Silver Corp. 13.04%
2   Hecla Mining Co. 11.02%
3   First Majestic Silver Corp. 7.91%
4   Yamana Gold, Inc. 7.10%
5   Hochschild Mining PLC 5.15%
6   MAG Silver Corp. 5.01%
7   Silvercorp Metals, Inc. 4.33%
8   SilverCrest Metals, Inc. 4.32%
9   Harmony Gold Mining Co., Ltd. 4.25%
10   SSR Mining, Inc. 3.05%

 

Top Ten Holdings = 65.18% of Total Investments

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

 


6

 

ETFMG Prime Cyber Security ETF

Growth of $10,000 (Unaudited)

 

 

 

Average Annual Returns 1 Year 5 Year Since Inception Value of $10,000
Year Ended September 30, 2020 Return Return (11/11/14) (9/30/2020)
ETFMG Prime Cyber Security ETF (NAV) 26.75% 13.75% 11.78% $19,258
ETFMG Prime Cyber Security ETF (Market) 26.95% 13.78% 11.78% $19,256
S&P 500 Index 15.15% 14.15% 11.11% $18,585
Prime Cyber Defense Index 26.65% 13.97% 12.19% $19,681

 

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.

 


7

 

ETFMG Prime Cyber Security ETF

 

 

Top Ten Holdings as of September 30, 2020 (Unaudited)*

 

    Security % of Total Investments
1   Cisco Systems, Inc. 2.95%
2   CloudFlare, Inc. 2.74%
3   Palo Alto Networks, Inc. 2.57%
4   Splunk, Inc. 2.51%
5   Akamai Technologies, Inc. 2.39%
6   Fortinet, Inc. 2.33%
7   SailPoint Technologies Holdings, Inc. 2.31%
8   Tenable Holdings, Ltd. 2.28%
9   CyberArk Software, Ltd. 2.28%
10   Checkpoint Therapeutics, Inc. 2.27%

 

Top Ten Holdings = 24.63% of Total Investments

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

 


8

 

ETFMG Prime Mobile Payments ETF

Growth of $10,000 (Unaudited)

 

 

 

Average Annual Returns 1 Year 5 Year Since Inception Value of $10,000
Year Ended September 30, 2020 Return Return (7/15/15) (9/30/2020)
ETFMG Prime Mobile Payments ETF (NAV) 16.56% 18.50% 16.33% $21,995
ETFMG Prime Mobile Payments ETF (Market) 16.75% 18.74% 16.36% $22,029
S&P 500 Index 15.15% 14.15% 11.63% $17,738
Prime Mobile Payments Index 17.31% 19.22% 17.04% $22,701

 

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.

 


9

 

ETFMG Prime Mobile Payments ETF

 

 

Top Ten Holdings as of September 30, 2020 (Unaudited)*

 

    Security % of Total Investments
1   Square, Inc. 5.73%
2   PayPal Holdings, Inc. 5.58%
3   Fiserv, Inc. 5.45%
4   MasterCard, Inc. 5.34%
5   Fidelity National Information Services, Inc. 5.32%
6   Visa, Inc. 5.19%
7   American Express Co. 5.05%
8   Adyen N.V. 4.74%
9   Global Payments, Inc. 4.50%
10   Fleetcor Technologies, Inc. 2.58%

 

Top Ten Holdings= 49.48% of Total Investments

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

 


10

 

ETFMG Sit Ultra Short ETF

Growth of $10,000 (Unaudited)

 

 

Average Annual Returns Since Inception Value of $10,000
Period Ended September 30, 2020 (10/8/2019) (9/30/2020)
ETFMG Sit Ultra Short ETF (NAV) 1.19% $10,119
ETFMG Sit Ultra Short ETF (Market) 1.21% $10,121

 

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 8, 2019, 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.

 


11

 

ETFMG Sit Ultra Short ETF

 

 

Top Ten Holdings as of September 30, 2020 (Unaudited)*

 

    Security % of Total Investments
1   Intercontinental Exchange, Inc. 2.86%
2   Carvana Auto Receivables Trust 2.75%
3   HSBC Holdings PLC 2.60%
4   Citizens Financial Group, Inc. 2.53%
5   Commonwealth Bank of Australia 2.43%
6   Canadian Imperial Bank of Commerce 2.38%
7   Daimler Finance North America LLC 2.31%
8   Equifax, Inc. 2.30%
9   Honeywell International, Inc. 2.16%
10   Northrop Grumman Corp. 2.08%

 

Top Ten Holdings =24.40% of Total Investments

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

 


12

 

ETFMG Travel Tech ETF

Growth of $10,000 (Unaudited)

 

 

Average Annual Returns Since Inception Value of $10,000
Period Ended September 30, 2020 (2/12/2020) (9/30/2020)
ETFMG Travel Tech ETF (NAV) -24.50% $7,550
ETFMG Travel Tech ETF (Market) -23.84% $7,616
S&P 500 Index 0.74% $10,074
Prime Travel Technology Index GTR -24.99% $7,501

 

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 February 12, 2020, 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.

 


13

 

ETFMG Travel Tech ETF

 

 

Top Ten Holdings as of September 30, 2020 (Unaudited)*

 

    Security % of Total Investments
1   Trip.com Group, Ltd. 4.93%
2   Uber Technologies, Inc. 4.63%
3   Expedia Group, Inc. 4.30%
4   Booking Holdings, Inc. 4.30%
5   Hongcheng-Elong Holdings, Ltd. 3.80%
6   Lotte Tour Development C., Ltd. 3.64%
7   TravelSky, Ltd. 3.61%
8   Webjet, Ltd. 3.57%
9   Hanatour Service, Inc. 3.47%
10   Amadeus IT Group S.A. 3.46%

 

Top Ten Holdings = 39.71% of Total Investments

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


14

 

ETFMG Treatments, Testing and Advancements ETF 

Growth of $10,000 (Unaudited)

 

 

Average Annual Returns Since Inception Value of $10,000
Period Ended September 30, 2020 6/17/20 (9/30/2020)
ETFMG Treatments, Testing and Advancements ETF (NAV) 10.82% $11,082
ETFMG Treatments, Testing and Advancements ETF (Market) 10.56% $11,056
S&P 500 Index 8.52% $10,852
Prime Treatments, Testing and Advancements Index NTR 10.88% $11,091

 

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 June 17, 2020, 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.

 


15

 

ETFMG Treatments, Testing and Advancements ETF

 

 

Top Ten Holdings as of September 30, 2020 (Unaudited)*

 

    Security % of Total Investments
1   Moderna, Inc. 5.03%
2   BioNTech SE 4.63%
3   Quest Diagnostics, Inc. 4.24%
4   Laboratory Corp. of America Holdings 4.24%
5   Bio-Rad Laboratories, Inc. 4.19%
6   Quidel Corp. 3.94%
7   Adaptive Biotechnologies Corp. 3.39%
8   Vir Biotechnology, Inc. 3.32%
9   Alnylam Pharmaceuticals, Inc. 3.27%
10   Novavax, Inc. 3.17%

 

Top Ten Holdings = 39.42% of Total Investments

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

 


16

 

ETFMG™ ETFs

 

 

Important Disclosures and Key Risk Factors

 

Past performance is not 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 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”).

 

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. 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. 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.

 

Unlike with an actively managed fund, the Fund’s adviser does not use techniques or defensive strategies designed to lessen the effects of market volatility or to reduce the impact of periods of market decline. This means that, based on market and economic conditions, the Fund’s performance could be lower than other types of funds that may actively shift their portfolio assets to take advantage of market opportunities or to lessen the impact of a market decline.

 

Natural or environmental disasters, such as earthquakes, fires, floods, hurricanes, tsunamis and other severe weather-related phenomena generally, and widespread disease, including pandemics and epidemics, have been and may be highly disruptive to economies and markets, adversely impacting individual companies, sectors, industries, markets, currencies, interest and inflation rates, credit ratings, investor sentiment, and other factors affecting the value of the Fund’s investments. Given the increasing interdependence among global economies and markets, conditions in one country, market, or region are increasingly likely to adversely affect markets, issuers, and/or foreign exchange rates in other countries, including the U.S. Any such events could have a significant adverse impact on the value of the Fund’s investments.

 

ETF Managers Group LLC is the investment adviser to the Fund.

 

The Fund is distributed by ETFMG Financial LLC. ETF Managers Group LLC and ETFMG Financial LLC are wholly owned subsidiaries of Exchange Traded Managers Group LLC (collectively, “ETFMG”). ETFMG is not affiliated with Prime Indexes.

 


17

 

ETFMG™ ETFs

 

 

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”).

 

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 fund is concentrated in technology-related companies that 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.

 

Unlike with an actively managed fund, the Fund’s adviser does not use techniques or defensive strategies designed to lessen the effects of market volatility or to reduce the impact of periods of market decline. This means that, based on market and economic conditions, the Fund’s performance could be lower than other types of funds that may actively shift their portfolio assets to take advantage of market opportunities or to lessen the impact of a market decline.

 

Natural or environmental disasters, such as earthquakes, fires, floods, hurricanes, tsunamis and other severe weather-related phenomena generally, and widespread disease, including pandemics and epidemics, have been and may be highly disruptive to economies and markets, adversely impacting individual companies, sectors, industries, markets, currencies, interest and inflation rates, credit ratings, investor sentiment, and other factors affecting the value of the Fund’s investments. Given the increasing interdependence among global economies and markets, conditions in one country, market, or region are increasingly likely to adversely affect markets, issuers, and/or foreign exchange rates in other countries, including the U.S. Any such events could have a significant adverse impact on the value of the Fund’s investments.

 

ETF Managers Group LLC is the investment adviser to the Fund.

 

The Fund is distributed by ETFMG Financial LLC. ETF Managers Group LLC and ETFMG Financial LLC are wholly owned subsidiaries of Exchange Traded Managers Group LLC (collectively, “ETFMG”). ETFMG is not affiliated with Prime Indexes.

 

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”).

 


18

 

ETFMG™ ETFs

 

 

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. 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.

 

Unlike with an actively managed fund, the Fund’s adviser does not use techniques or defensive strategies designed to lessen the effects of market volatility or to reduce the impact of periods of market decline. This means that, based on market and economic conditions, the Fund’s performance could be lower than other types of funds that may actively shift their portfolio assets to take advantage of market opportunities or to lessen the impact of a market decline.

 

Natural or environmental disasters, such as earthquakes, fires, floods, hurricanes, tsunamis and other severe weather-related phenomena generally, and widespread disease, including pandemics and epidemics, have been and may be highly disruptive to economies and markets, adversely impacting individual companies, sectors, industries, markets, currencies, interest and inflation rates, credit ratings, investor sentiment, and other factors affecting the value of the Fund’s investments. Given the increasing interdependence among global economies and markets, conditions in one country, market, or region are increasingly likely to adversely affect markets, issuers, and/or foreign exchange rates in other countries, including the U.S. Any such events could have a significant adverse impact on the value of the Fund’s investments.

 

ETF Managers Group LLC is the investment adviser to the Fund.

 

The Fund is distributed by ETFMG Financial LLC. ETF Managers Group LLC and ETFMG Financial LLC are wholly owned subsidiaries of Exchange Traded Managers Group LLC (collectively, “ETFMG”). ETFMG is not affiliated with Prime Indexes.

 

VALT

 

The ETFMG Sit Ultra Short ETF (the “Fund” or the “Ultra Short ETF”) seeks maximum current income, consistent with preservation of capital and daily liquidity.

 

Investing involves risk. 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. Although the Fund’s shares are approved for listing on the Exchange, there can be no assurance that an active trading market will be maintained for Fund shares.

 

The market price of the Fund’s fixed-income instruments may change, sometimes rapidly or unpredictably, in response to changes in interest rates, factors affecting securities markets generally, and other factors. Generally, when interest rates rise, the values of fixed-income instruments fall, and vice versa. The Fund may invest in floating rate securities, which are generally less sensitive to interest rate changes than securities with fixed interest rates but may decline in value if their interest rates do not rise as much, or as quickly, as comparable market interest rates. The Fund may invest in U.S. dollar-denominated debt obligations of foreign issuers. Mortgage- and asset-backed securities are subject to interest rate risk. Modest movements in interest rates (both increases and decreases) may quickly and significantly reduce the value of certain types of these securities. From time to time the Fund may invest a substantial amount of its assets in taxable or tax-exempt municipal securities whose interest is paid solely from revenues of similar projects.

 


19

 

ETFMG™ ETFs

 

 

The Fund is recently organized with a limited operating history. The Fund may not meet its investment objective based on the success or failure to implement investment strategies for the Fund.

 

The Fund’s investment strategy may require it to redeem shares for cash or to otherwise include cash as part of its redemption proceeds. In the event of large shareholder redemptions, the Fund may have to sell portfolio securities at times when it would not otherwise do so, which may negatively impact the Fund’s performance.

 

ETF Managers Group LLC is the investment advisor to the Fund. Sit Fixed Income Advisors II LLC (“Sit Advisors”) is the sub-advisor to the Fund. Sit Advisors is a subsidiary of Sit Investment Associates Inc. (“Sit”). Sit is a full product global asset manager offering management expertise in domestic equities, international equities and fixed income instruments.

 

ETFMG Financial is the distributor of the Fund. ETF Managers Group LLC and ETFMG Financial LLC are wholly owned subsidiaries of Exchange Traded Managers Group LLC (collectively, “ETFMG”). ETFMG is not affiliated with Sit.

 

AWAY

 

The ETFMG Travel Tech ETF (the “Fund” or the “Travel Tech ETF”) seeks investment results that correspond generally to the price and yield, before fund fees and expenses, of the Prime Travel Technology Index (the “Index”).

 

Investing involves risk, including 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. Companies in the technology field, including companies in the computers, telecommunications and electronics industries, face intense competition, which may have an adverse effect on profit margins. Technology companies may have limited product lines, markets, financial resources or personnel. The products of technology companies may face obsolescence due to rapid technological developments and frequent new product introduction, and such companies may face unpredictable changes in growth rates, competition for the services of qualified personnel and competition from foreign competitors with lower production costs. Companies in the technology sector are heavily dependent on patent and intellectual property rights. The loss or impairment of these rights may adversely affect the profitability of these companies.

 

Unlike with an actively managed fund, the Fund’s adviser does not use techniques or defensive strategies designed to lessen the effects of market volatility or to reduce the impact of periods of market decline. This means that, based on market and economic conditions, the Fund’s performance could be lower than other types of funds that may actively shift their portfolio assets to take advantage of market opportunities or to lessen the impact of a market decline.

 

Natural or environmental disasters, such as earthquakes, fires, floods, hurricanes, tsunamis and other severe weather-related phenomena generally, and widespread disease, including pandemics and epidemics, have been and may be highly disruptive to economies and markets, adversely impacting individual companies, sectors, industries, markets, currencies, interest and inflation rates, credit ratings, investor sentiment, and other factors affecting the value of the Fund’s investments. Given the increasing interdependence among global economies and markets, conditions in one country, market, or region are increasingly likely to adversely affect markets, issuers, and/or foreign exchange rates in other countries, including the U.S. Any such events could have a significant adverse impact on the value of the Fund’s investments.

 


20

 

ETFMG™ ETFs

 

 

The Fund is a recently organized, diversified management investment company with limited operating history.

 

ETF Managers Group LLC is the investment advisor to the Fund.

 

The Fund is distributed by ETFMG Financial LLC. ETF Managers Group LLC and ETFMG Financial LLC are wholly owned subsidiaries of Exchange Traded Managers Group LLC (collectively, “ETFMG”). ETFMG is not affiliated with Prime Indexes.

 

GERM

 

The ETFMG Treatments, Testing and Advancements ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of the Prime Treatments, Testing and Advancements Index (the “Index”).

 

Investing involves risk, including 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. Treatment Companies and Testing Companies are involved in discovering, developing and commercializing novel drugs or tests with significant market potential. These companies face challenges including pre-clinical testing and clinical trial stages of development. Clinical trials may be delayed and certain programs may never advance in the clinic or may be more costly to conduct than anticipated. Such companies may be dependent on their ability to secure significant funding for research, development, and commercialization of therapeutics, vaccines, tests, and other health care products or services. If there are delays in obtaining required regulatory and marketing approvals for products, the ability of such companies to generate revenue may be materially impaired. If regulatory approval is obtained, products will still remain subject to regulatory scrutiny with regulatory authorities having the ability to impose significant restrictions on the indicated uses or marketing. Lastly, even if a licensed product is achieved, such companies may encounter difficulties in manufacturing, product release, shelf life, testing, storage, supply chain management, or shipping. The Fund is a recently organized, non-diversified management investment company with limited operating history.

 

Natural or environmental disasters, such as earthquakes, fires, floods, hurricanes, tsunamis and other severe weather-related phenomena generally, and widespread disease, including pandemics and epidemics, have been and may be highly disruptive to economies and markets, adversely impacting individual companies, sectors, industries, markets, currencies, interest and inflation rates, credit ratings, investor sentiment, and other factors affecting the value of the Fund’s investments. Given the increasing interdependence among global economies and markets, conditions in one country, market, or region are increasingly likely to adversely affect markets, issuers, and/or foreign exchange rates in other countries, including the U.S. Any such events could have a significant adverse impact on the value of the Fund’s investments.

 

Additionally, natural or environmental disasters, widespread disease or other public health issues, war, acts of terrorism or other events could result in increased premiums or discounts to the Fund’s NAV.

 

ETF Managers Group LLC is the investment adviser to the Fund.

 

The Fund is distributed by ETFMG Financial LLC. ETF Managers Group LLC and ETFMG Financial LLC are wholly owned subsidiaries of Exchange Traded Managers Group LLC (collectively, “ETFMG”). ETFMG is not affiliated with Prime Indexes.

 


21

 

ETFMG™ ETFs

 

PORTFOLIO ALLOCATIONS

As of September 30, 2020 (Unaudited)

 

 

    ETFMG                                
    Prime     ETFMG     ETFMG                 ETFMG  
    Junior     Prime     Prime           ETFMG     Treatments,  
    Silver     Cyber     Mobile     ETFMG     Travel     Testing and  
    Miners     Security     Payments     Sit Ultra     Tech     Advancements  
    ETF     ETF     ETF     ETF     ETF     ETF  
As a percent of Net Assets:                                                
Australia     %     %     3.2 %     %     4.1 %     %
Brazil                 1.4             3.8        
Canada     72.2       3.8                   3.3       2.6  
China                             4.1        
Cyprus                 0.6                    
Finland           0.2                          
France                 4.5                   0.6  
Germany                                   6.0  
Israel           8.0                          
Italy                 2.4                    
Japan           4.2       2.7             12.8       0.6  
Luxembourg     0.9                         2.7        
Mauritus                             3.9        
Netherlands                 5.3             3.7       3.1  
Peru     2.7                                
Republic of Korea           0.7                   8.1        
South Africa     4.3                                
Spain                             4.0        
Sweden           1.1                          
United Kingdom     5.2       7.0       1.7             7.5       1.6  
United States     14.4       74.5       77.3             41.5       85.0  
Asset Backed Securities                       2.7              
Coporate Obligations                       92.6              
Municipal Debt Obligations                       0.2              
Short-Term and other Net                                                
Assets (Liabilities)     0.3       0.5       0.9       4.5       0.5       0.5  
      100.0 %     100.0 %     100.0 %     100.0 %     100.0 %     100.0 %

 


22

 

ETFMG™ ETFs

 

ETFMG Prime Junior Silver Miners ETF

 

Schedule of Investments

September 30, 2020

 
    Shares     Value  
COMMON STOCKS - 99.7%                
Canada - 72.2%                
Commercial Services & Supplies - 1.4%                
Alexco Resource Corp. (a)     2,230,374     $ 5,888,187  
Metals & Mining - 70.8% (b)                
Americas Gold & Silver Corp. (a)     1,731,429       4,564,091  
Auryn Resources, Inc. (a)     585,867       1,165,970  
Aya Gold & Silver, Inc. (a)     1,505,579       2,951,118  
Bear Creek Mining Corp. (a)     1,835,825       4,342,945  
Canada Silver Cobalt Works, Inc. (a)     544,746       212,735  
Capstone Mining Corp. (a)     2,182,775       2,376,947  
Dundee Precious Metals, Inc.     987,284       7,073,478  
Eldorado Gold Corp. (a)     947,994       10,002,866  
Endeavour Silver Corp. (a)     2,538,144       8,908,885  
Excellon Resources, Inc. (a)     518,736       1,503,752  
First Majestic Silver Corp. (a)     3,399,861       32,366,677  
Fortuna Silver Mines, Inc. (a)     1,001,644       6,371,465  
Gran Colombia Gold Corp.     337,112       1,587,392  
Great Panther Mining, Ltd. (a)     1,947,916       1,729,555  
GT Gold Corp. (a)     688,258       697,795  
Hudbay Minerals, Inc.     1,422,424       6,014,229  
Kootenay Silver, Inc. (a)(d)     4,807,480       1,371,967  
Liberty Gold Corp. (a)     1,344,507       2,140,629  
MAG Silver Corp. (a)     1,262,056       20,520,080  
Mandalay Resources Corp. (a)     496,428       592,783  
Metalla Royalty & Streaming, Ltd.     205,701       1,615,886  
Minaurum Gold, Inc. (a)     1,850,949       903,546  
Minco Silver Corp. (a)     995,380       362,554  
Mirasol Resources, Ltd. (a)     294,938       99,675  
New Gold, Inc. (a)(d)     3,684,904       6,281,951  
New Pacific Metals Corp. (a)     829,163       4,010,221  
Orla Mining, Ltd. (a)     1,234,940       4,850,540  
Pan American Silver Corp.     1,660,166       53,375,169  
Premier Gold Mines, Ltd. (a)     1,291,892       2,483,755  
Sabina Gold & Silver Corp. (a)     1,773,461       3,436,243  
Seabridge Gold, Inc. (a)     365,020       6,864,257  
Sierra Metals, Inc. (a)     886,370       1,291,396  
Silvercorp Metals, Inc.     2,457,605       17,736,911  
SilverCrest Metals, Inc. (a)     2,084,974       17,678,162  
SSR Mining, Inc. (a)     670,214       12,507,843  
Trevali Mining Corp. (a)     4,369,331       442,987  
Turquoise Hill Resources, Ltd. (a)     10,955,521       9,297,239  
Yamana Gold, Inc.     5,117,419       29,066,940  
Total Metals & Mining             288,800,634  
Total Canada             294,688,821  
                 
Luxembourg - 0.9%                
Metals & Mining - 0.9% (b)                
Nexa Resources SA     725,744       3,839,186  

 

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

 


23

 

ETFMG™ ETFs

 

ETFMG Prime Junior Silver Miners ETF

 

Schedule of Investments

September 30, 2020 (Continued)

 

 

    Shares     Value  
Peru - 2.7%                
Metals & Mining - 2.7% (b)                
Cia de Minas Buenaventura SAA - ADR     891,905     $ 10,899,079  
                 
South Africa - 4.3%                
Metals & Mining - 4.3% (b)                
Harmony Gold Mining Co., Ltd. - ADR (a)     3,300,725       17,394,821  
                 
United Kingdom - 5.2%                
Metals & Mining - 5.2% (b)                
Hochschild Mining PLC     7,469,496       21,088,618  
                 
United States - 14.4%                
Metals & Mining - 14.4% (b)                
Coeur Mining, Inc. (a)     1,326,826       9,791,976  
Gold Resource Corp.     381,468       1,300,806  
Golden Minerals Co. (a)     809,541       340,007  
Hecla Mining Co.     8,882,639       45,123,806  
McEwen Mining, Inc. (a)     2,191,019       2,322,480  
Total Metals & Mining             58,879,075  
TOTAL COMMON STOCKS (Cost $351,490,177)             406,789,600  
                 
SHORT-TERM INVESTMENTS - 0.6%                
Money Market Funds - 0.6%                
Invesco Advisers, Inc. STIT-Treasury Portfolio - Institutional Class, 0.02% (c)     2,651,352       2,651,352  
TOTAL SHORT-TERM INVESTMENTS (Cost $2,651,352)             2,651,352  
                 
Total Investments (Cost $354,141,529) - 100.3%             409,440,952  
Liabilities in Excess of Other Assets - (0.3)%             (1,122,369 )
TOTAL NET ASSETS - 100.0%           $ 408,318,583  

 

Percentages are stated as a percent of net assets.

 

ADR American Depositary Receipt 


(a) Non-income producing security.

(b) As of September 30, 2020, the Fund had a significant portion of its assets invested in the Metals & Mining Industry.

(c) The rate quoted is the annualized seven-day yield at September 30, 2020.

(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.

 


24

 

ETFMG™ ETFs

 

ETFMG Prime Cyber Security ETF

 

Schedule of Investments

September 30, 2020

 

 

    Shares     Value  
COMMON STOCKS - 99.5%                
Canada - 3.8%                
Software - 3.8% (d)                
Absolute Software Corp.     1,769,146     $ 21,484,053  
BlackBerry, Ltd. (a)     7,827,391       35,917,058  
Total Software             57,401,111  
                 
Finland - 0.2%                
Software - 0.2% (d)                
F-Secure Oyj     654,525       2,586,146  
                 
Israel - 8.0%                
Communications Equipment - 1.1%                
Radware, Ltd. (a)     646,947       15,681,995  
Software - 6.9% (d)                
Allot Communications, Ltd. (a)     829,330       7,546,903  
Check Point Software Technologies, Ltd. (a)     327,896       39,459,004  
CyberArk Software, Ltd. (a)(b)     382,242       39,531,468  
Tufin Software Technologies, Ltd. (a)(e)     2,019,067       16,657,303  
Total Software             103,194,678  
Total Israel             118,876,673  
                 
Japan - 4.2%                
Software - 4.2%                
Digital Arts, Inc.     216,365       17,581,644  
FFRI Security, Inc. (a)     314,416       8,249,078  
Trend Micro, Inc.     612,956       37,254,520  
Total Software             63,085,242  
                 
Republic of Korea - 0.7%                
Software - 0.7%                
Ahnlab, Inc.     190,029       10,707,919  
                 
Sweden - 1.1%                
Electronic Equipment, Instruments & Components - 1.1%                
Fingerprint Cards AB - Class B (b)     7,821,618       15,615,551  
                 
United Kingdom - 7.0%                
Aerospace & Defense - 3.0%                
BAE Systems PLC     2,480,949       15,430,300  
QinetiQ Group PLC     3,892,934       13,954,645  
Ultra Electronics Holdings PLC     565,207       15,213,577  
Total Aerospace & Defense             44,598,522  
IT Services - 0.5%                
NCC Group PLC     3,299,509       7,493,272  

 

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

 

25

 

ETFMG™ ETFs

 

ETFMG Prime Cyber Security ETF

 

Schedule of Investments

September 30, 2020 (Continued)

 

 

    Shares     Value  
Software - 3.5% (d)            
Avast PLC     5,379,305     $ 36,580,218  
Mimecast, Ltd. (a)(b)     345,780       16,223,998  
Total Software             52,804,216  
Total United Kingdom             104,896,010  
                 
United States - 74.5%                
Aerospace & Defense - 2.3%                
Parsons Corp. (a)(b)     1,040,624       34,902,529  
Communications Equipment - 7.9%                
Cisco Systems, Inc.     1,298,271       51,138,895  
F5 Networks, Inc. (a)     140,508       17,250,167  
Juniper Networks, Inc.     1,642,080       35,304,720  
NetScout Systems, Inc. (a)     708,260       15,461,316  
Total Communications Equipment             119,155,098  
Internet Software & Services - 0.7%                
Zix Corp. (a)(b)     1,890,715       11,041,776  
IT Services - 16.3%                
Akamai Technologies, Inc. (a)     375,201       41,474,719  
Booz Allen Hamilton Holding Corp.     198,749       16,492,192  
CACI International, Inc. - Class A (a)     167,848       35,778,480  
Leidos Holdings, Inc.     193,864       17,282,976  
LiveRamp Holdings, Inc. (a)     735,368       38,070,001  
ManTech International Corp. - Class A     215,328       14,831,793  
Okta, Inc. (a)(b)     114,992       24,591,039  
Science Applications International Corp.     487,519       38,231,240  
VeriSign, Inc. (a)     90,335       18,505,125  
Total IT Services             245,257,565  

 

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

 

26

 

ETFMG™ ETFs

 

ETFMG Prime Cyber Security ETF

 

Schedule of Investments

September 30, 2020 (Continued)

 

 

    Shares     Value  
Software - 47.3% (d)            
A10 Networks, Inc. (a)     1,595,830     $ 10,165,437  
Cloudflare, Inc. - Class A (a)     1,159,955       47,627,752  
CommVault Systems, Inc. (a)     913,698       37,278,878  
Crowdstrike Holdings, Inc. - Class A (a)     268,120       36,818,238  
Everbridge, Inc. (a)(b)     141,147       17,746,412  
FireEye, Inc. (a)     2,994,095       36,962,103  
Fortinet, Inc. (a)     342,736       40,377,728  
MobileIron, Inc. (a)     2,762,095       19,362,286  
NortonLifeLock, Inc.     1,849,304       38,539,495  
OneSpan, Inc. (a)     779,194       16,331,906  
Palo Alto Networks, Inc. (a)     181,975       44,538,381  
Ping Identity Holding Corp. (a)(b)     1,251,003       39,043,804  
Proofpoint, Inc. (a)     371,907       39,254,784  
Qualys, Inc. (a)(b)     388,033       38,031,114  
Rapid7, Inc. (a)(b)     270,137       16,543,190  
Sailpoint Technologies Holdings, Inc. (a)(b)     1,014,654       40,149,859  
SecureWorks Corp. - Class A (a)(b)(e)     1,123,854       12,800,697  
SolarWinds Corp. (a)(b)     1,913,197       38,914,427  
Splunk, Inc. (a)     231,963       43,639,199  
Tenable Holdings, Inc. (a)     1,049,293       39,610,811  
Varonis Systems, Inc. (a)(b)     150,741       17,398,526  
Verint Systems, Inc. (a)(b)     323,853       15,603,238  
Zscaler, Inc. (a)(b)     176,989       24,900,582  
Total Software             711,638,847  
Total United States             1,121,995,815  
TOTAL COMMON STOCKS (Cost $1,304,612,188)             1,495,164,467  
                 
INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL - 15.4%                
ETFMG Sit Ultra Short ETF (e)     1,000,000       49,785,000  
Mount Vernon Liquid Assets Portfolio, LLC, 0.18% (c)     182,465,962       182,465,962  
TOTAL INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL (Cost $232,574,838)             232,250,962  
                 
SHORT-TERM INVESTMENTS - 0.6%                
Money Market Funds - 0.6%                
Invesco Advisers, Inc. STIT-Treasury Portfolio - Institutional Class, 0.02% (c)     8,840,046       8,840,046  
TOTAL SHORT-TERM INVESTMENTS (Cost $8,840,046)             8,840,046  
                 
Total Investments (Cost $1,546,027,072) - 115.5%             1,736,255,475  
Liabilities in Excess of Other Assets - (15.5)%             (232,441,487 )
TOTAL NET ASSETS - 100.0%  
      $ 1,503,813,988  

 

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

 

27

 

ETFMG™ ETFs

 

ETFMG Prime Cyber Security ETF

 

Schedule of Investments

September 30, 2020 (Continued)

 

 

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, 2020.
(c) The rate quoted is the annualized seven-day yield at September 30, 2020.
(d) As of September 30, 2020 the Fund had a significant portion of its assets in the Software Industry.
(e) Affiliated security. Please refer to Note 9 of the Notes to Financial Statements.

 

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

 

28

 

ETFMG™ ETFs

 

ETFMG Prime Mobile Payments ETF

 

Schedule of Investments

September 30, 2020

 

 

    Shares     Value  
COMMON STOCKS - 99.4%                
Australia - 3.2%                
IT Services - 3.2% (d)                
Afterpay, Ltd. (a)     375,152     $ 21,493,531  
EML Payments, Ltd. (a)     2,128,080       4,344,078  
Total IT Services             25,837,609  
                 
Brazil - 1.4%                
IT Services - 1.4% (d)                
Cielo SA     16,438,811       11,562,404  
                 
Cyprus - 0.6%                
IT Services - 0.6% (d)                
QIWI PLC - ADR (b)     286,455       4,969,994  
                 
France - 4.5%                
Electronic Equipment, Instruments & Components - 2.1%                
Ingenico Group SA     107,390       16,657,908  
IT Services - 2.4% (d)                
Worldline SA (a)     232,587       19,121,596  
Total France             35,779,504  
                 
Italy - 2.4%                
IT Services - 2.4% (d)                
Nexi SpA (a)     961,489       19,299,447  
                 
Japan - 2.7%                
Consumer Finance - 0.3%                
Jaccs Co, Ltd.     145,110       2,339,041  
IT Services - 2.2% (d)                
GMO Payment Gateway, Inc.     162,387       17,306,499  
Software - 0.2%                
Intelligent Wave, Inc.     202,258       1,591,752  
Total Japan             21,237,292  
                 
Netherlands - 5.3%                
IT Services - 5.3% (d)                
Adyen NV (a)     22,842       42,113,523  
                 
United Kingdom - 1.8%                
Commercial Services & Supplies - 0.3%                
PayPoint PLC     301,906       1,963,414  
Electronic Equipment, Instruments & Components - 0.3%                
PAX Global Technology, Ltd.     4,443,858       2,660,564  
IT Services - 1.2% (d)                
Network International Holdings     2,755,473       9,713,737  
Total United Kingdom             14,337,715  

 

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

 

29

 

ETFMG™ ETFs

 

ETFMG Prime Mobile Payments ETF

 

Schedule of Investments

September 30, 2020 (Continued)

 

 

    Shares     Value  
United States - 77.5%                
Consumer Finance - 10.2%                
American Express Co.     447,469     $ 44,858,768  
Discover Financial Services     382,518       22,101,890  
Green Dot Corp. - Class A (a)(b)     279,967       14,169,130  
Total Consumer Finance             81,129,788  
IT Services - 63.5% (d)                
Euronet Worldwide, Inc. (a)     162,467       14,800,744  
EVERTEC, Inc.     408,300       14,172,093  
Evo Payments, Inc. - Class A (a)(b)     550,175       13,671,849  
Fidelity National Information Services, Inc.     320,666       47,205,242  
Fiserv, Inc. (a)     469,686       48,401,142  
FleetCor Technologies, Inc. (a)     96,356       22,942,364  
Global Payments, Inc.     225,102       39,973,613  
Huifu Payment, Ltd. (a)     7,556,301       2,018,251  
I3 Verticals, Inc. - Class A (a)(b)     143,160       3,614,790  
International Money Express, Inc. (a)(b)     206,785       2,970,467  
MasterCard, Inc. - Class A     140,085       47,372,544  
Net 1 UEPS Technologies, Inc. (a)(b)     457,705       1,542,466  
Pagseguro Digital, Ltd. - Class A (a)(b)     521,509       19,666,104  
PayPal Holdings, Inc. (a)     251,354       49,524,279  
Paysign, Inc. (a)(b)     441,853       2,509,725  
Shift4 Payments, Inc. - Class A (a)     291,723       14,107,724  
Square, Inc. - Class A (a)     313,071       50,889,691  
StoneCo, Ltd. - Class A (a)(b)     402,967       21,312,925  
Visa, Inc. - Class A (b)     230,459       46,084,886  
Western Union Co.     772,975       16,564,854  
WEX, Inc. (a)     107,341       14,917,179  
Yeahka, Ltd. (a)     2,105,859       12,906,794  
Total IT Services             507,169,726  
Software - 1.9%                
ACI Worldwide, Inc. (a)     567,223       14,821,537  
Technology Hardware, Storage & Peripherals - 1.9%                
NCR Corp. (a)(b)     678,623       15,024,713  
Total United States             618,145,764  
TOTAL COMMON STOCKS (Cost $719,984,314)             793,283,252  
                 
INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL - 11.3%                
ETFMG Sit Ultra Short ETF (e)     600,000       29,871,000  
Mount Vernon Liquid Assets Portfolio, LLC, 0.18% (c)     60,574,592       60,574,592  
TOTAL INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL (Cost $90,656,859)             90,445,592  

 

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

 

30

 

ETFMG™ ETFs

 

ETFMG Prime Mobile Payments ETF

 

Schedule of Investments

September 30, 2020 (Continued)

 

 

    Shares     Value  
SHORT-TERM INVESTMENTS - 0.5%                
Money Market Funds - 0.5%                
Invesco Advisers, Inc. STIT-Treasury Portfolio - Institutional Class, 0.02% (c)     3,816,328     $ 3,816,328  
TOTAL SHORT-TERM INVESTMENTS (Cost $3,816,328)             3,816,328  
                 
Total Investments (Cost $814,457,501) - 111.2%             887,545,172  
Liabilities in Excess of Other Assets - (11.2)%             (89,402,732 )
TOTAL NET ASSETS - 100.0%           $ 798,142,440  

 

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 is out on loan as of September 30, 2020.
(c) The rate quoted is the annualized seven-day yield at September 30, 2020.
(d) As of September 30, 2020, the Fund had a significant portion of its assets in the IT Services Industry.
(e) Affiliated security. Please refer to Note 9 of the Notes to Financial Statements.

 

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

 

31

 

ETFMG™ ETFs

 

ETFMG Sit Ultra Short ETF

 

Schedule of Investments

September 30, 2020

 

 

    Principal
Amount
    Value  
ASSET BACKED SECURITIES - 2.7%                
Carvana Auto Receivables Trust
    Series 2019-2, 2.580%, 03/15/2023 (a)
  $ 2,871,326     $ 2,891,580  
TOTAL ASSET BACKED SECURITIES (Cost $2,878,598)             2,891,580  
                 
CORPORATE OBLIGATIONS - 92.6%                
Aerospace & Defense - 4.1%                
BAE Systems Holdings, Inc.                
2.850%, 12/15/2020 (a)     1,165,000       1,168,249  
Northrop Grumman Corp.                
2.080%, 10/15/2020     2,183,000       2,184,458  
Textron, Inc.                
0.793% (3 Month LIBOR + 0.550%) 11/10/2020 (b)     1,000,000       1,000,030  
              4,352,737  
Automobiles – 9.3%                
American Honda Finance Corp.                
0.531% (3 Month LIBOR + 0.280%) 11/02/2020 (b)     1,000,000       1,000,324  
0.599% (3 Month LIBOR + 0.350%) 11/05/2021 (b)     450,000       450,952  
BMW US Capital LLC                
0.754% (3 Month LIBOR + 0.500%) 08/13/2021 (a)(b)     160,000       160,351  
0.944% (3 Month LIBOR + 0.640%) 04/06/2022 (a)(b)     1,290,000       1,295,433  
Daimler Finance North America LLC                
1.238%, 02/22/2022 (a)(b)     2,422,000       2,429,588  
General Motors Financial Co., Inc.                
3.150%, 06/30/2022     1,488,000       1,529,291  
Hyundai Capital America                
2.850%, 11/01/2022 (a)     2,000,000       2,069,592  
John Deere Capital Corp.                
2.587% (3 Month LIBOR + 0.260%) 09/10/2021 (b)     300,000       300,504  
PACCAR Financial Corp.                
0.503% (3 Month LIBOR + 0.260%) 05/10/2021 (b)     85,000       85,107  
Toyota Motor Credit Corp.                
0.786% (3 Month LIBOR + 0.400%) 05/17/2022 (b)     500,000       501,762  
              9,822,904  

 

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

 

32

 

ETFMG™ ETFs

 

ETFMG Sit Ultra Short ETF

 

Schedule of Investments

September 30, 2020 (Continued)

 

 

    Principal
Amount
    Value  
Banks - 26.2% (e)            
Bank of America Corp.                
1.692% (3 Month LIBOR + 1.420%) 04/19/2021 (b)     1,000,000     $ 1,007,544  
1.451% (3 Month LIBOR + 1.180%) 10/21/2022 (b)     100,000       101,057  
1.264% (3 Month LIBOR + 1.000%) 04/24/2023 (b)     1,000,000       1,010,123  
Bank of Montreal                
0.945% (3 Month LIBOR + 0.630%) 09/11/2022 (b)     250,000       252,461  
Bank of Nova Scotia                
0.958% (3 Month LIBOR + 0.640%) 03/07/2022 (b)     150,000       151,162  
Barclays PLC                
2.353% (3 Month LIBOR + 2.110%) 08/10/2021 (b)     450,000       457,614  
1.898% (3 Month LIBOR + 1.625%) 01/10/2023 (b)     1,300,000       1,309,634  
Canadian Imperial Bank of Commerce                
0.614% (3 Month LIBOR + 0.310%) 10/05/2020 (b)     2,500,000       2,500,098  
Citizens Financial Group, Inc.                
4.150%, 09/28/2022 (a)     2,522,000       2,667,106  
Commonwealth Bank of Australia                
0.988% (3 Month LIBOR + 0.680%) 09/18/2022 (a)(b)     2,539,000       2,560,725  
Cooperatieve Rabobank UA                
0.753% (3 Month LIBOR + 0.480%) 01/10/2023 (b)     895,000       900,055  
Credit Suisse AG/New York NY                
0.527% (3 Month SOFR + 0.450%) 02/04/2022 (b)     970,000       972,306  
First Niagara Financial Group, Inc.                
7.250%, 12/15/2021     1,050,000       1,133,039  
Fulton Financial Corp.                
3.600%, 03/16/2022     600,000       613,493  
HSBC Holdings PLC                
1.804% (3 Month LIBOR + 1.500%) 01/05/2022 (b)     2,700,000       2,737,455  
Huntington Bancshares, Inc.                
4.350%, 02/04/2023     766,000       823,076  
Huntington National Bank                
0.799% (3 Month LIBOR + 0.550%) 02/05/2021 (b)     799,000       800,134  
JPMorgan Chase & Co.                
1.275% (3 Month LIBOR + 1.000%) 01/15/2023 (b)     1,000,000       1,008,997  
1.145% (3 Month LIBOR + 0.900%) 04/25/2023 (b)     155,000       156,314  
PNC Bank NA                
0.745% (3 Month LIBOR + 0.500%) 07/27/2022 (b)     1,535,000       1,543,463  
Regions Financial Corp.                
3.200%, 02/08/2021     328,000       330,421  
Reliance Standard Life Global Funding II                
2.625%, 07/22/2022 (a)     314,000       323,470  
Royal Bank of Canada                
0.633% (3 Month LIBOR + 0.360%) 01/17/2023 (b)     1,000,000       1,003,548  
Swedbank AB                
1.013% (3 Month LIBOR + 0.700%) 03/14/2022 (a)(b)     200,000       201,619  
Wells Fargo Bank NA                
0.973% (3 Month LIBOR + 0.660%) 09/09/2022 (b)     500,000       502,367  
2.082%, 09/09/2022 (c)     200,000       202,866  

 

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

 

33

 

ETFMG™ ETFs

 

ETFMG Sit Ultra Short ETF

 

Schedule of Investments

September 30, 2020 (Continued)

 

 

    Principal
Amount
    Value  
Wells Fargo & Co.                
1.374% (3 Month LIBOR + 1.110%) 01/24/2023 (b)     878,000     $ 884,821  
Westpac Banking Corp.                
0.836% (3 Month LIBOR + 0.570%) 01/11/2023 (b)     1,500,000       1,509,264  
              27,664,232  
Biotechnology - 2.4%                
AbbVie, Inc.                
1.024% (3 Month LIBOR + 0.650%) 11/21/2022 (a)(b)     2,000,000       2,010,456  
GlaxoSmithKline Capital PLC                
3.125%, 05/14/2021     495,000       503,526  
              2,513,982  
Capital Markets - 6.4%                
Bank of New York Mellon Corp.                
2.450%, 11/27/2020     1,265,000       1,267,017  
                 
Charles Schwab Corp.                
0.694% (3 Month LIBOR + 0.320%) 05/21/2021 (b)     1,300,000       1,301,992  
Intercontinental Exchange, Inc.                
0.000% (3 Month LIBOR + 0.650%) 06/15/2023 (b)     3,000,000       3,010,146  
Morgan Stanley                
0.751% (3 Month SOFR + 0.700%) 01/20/2023 (b)     1,137,000       1,140,320  
              6,719,475  
Chemicals - 2.0%                
Albemarle Corp.                
1.442% (3 Month LIBOR + 1.050%) 11/15/2022 (b)     585,000       583,107  
Sherwin Williams Co.                
2.750%, 06/01/2022     293,000       303,410  
Westlake Chemical Corp.                
3.600%, 07/15/2022     1,150,000       1,199,829  
              2,086,346  

 

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

 

34

 

ETFMG™ ETFs

 

ETFMG Sit Ultra Short ETF

 

Schedule of Investments

September 30, 2020 (Continued)

 

 

    Principal
Amount
    Value  
Consumer Finance - 10.3%                
AIG Global Funding                
0.757% (3 Month LIBOR + 0.460%) 06/25/2021 (a)(b)     271,000     $ 271,745  
2.700%, 12/15/2021 (a)     75,000       77,043  
BBVA USA                
1.045% (3 Month LIBOR + 0.730%) 06/11/2021 (b)     500,000       501,577  
Capital One Financial Corp.                
0.988% (3 Month LIBOR + 0.720%) 01/30/2023 (b)     1,575,000       1,576,333  
Citibank NA                
0.977% (3 Month LIBOR + 0.600%) 05/20/2022 (b)     1,821,000       1,826,213  
3.165%, 02/19/2022 (c)     400,000       404,356  
Fifth Third Bank NA                
0.891% (3 Month LIBOR + 0.640%) 02/01/2022 (b)     2,000,000       2,012,587  
FMR LLC                
5.350%, 11/15/2021 (a)     200,000       210,858  
Manufacturers & Traders Trust Co.                
1.388% (1 Month LIBOR + 01.215%) 12/28/2020 (c)     250,000       250,134  
0.515% (3 Month LIBOR + 0.270%) 01/25/2021 (b)     1,205,000       1,206,162  
0.990% (3 Month LIBOR + 0.640%) 12/01/2021 (c)     1,553,000       1,553,241  
Truist Bank                
0.841% (3 Month LIBOR + 0.680%) 08/02/2022 (b)     500,000       501,801  
US Bank NA                
0.800% (3 Month LIBOR + 0.440%) 05/23/2022 (b)     500,000       502,485  
              10,894,535  
Containers & Packaging - 0.5%                
WestRock Co.                
4.000%, 03/01/2023     500,000       534,600  
                 
Diversed Financial Services - 1.1%                
Century Housing Corp.                
3.824%, 11/01/2020     1,000,000       1,000,592  
Reckitt Benckiser Treasury Services PLC                
0.857% (3 Month LIBOR + 0.560%) 06/24/2022 (a)(b)     200,000       200,788  
              1,201,380  
Diversified Telecommunication Services - 1.5%                
Comcast Corp.                
0.626% (3 Month LIBOR + 0.330%) 10/01/2020 (b)     1,600,000       1,600,000  

 

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

 

35

 

ETFMG™ ETFs

 

ETFMG Sit Ultra Short ETF

 

Schedule of Investments

September 30, 2020 (Continued)

 

 

    Principal
Amount
    Value  
Electric Utilities – 3.1%                
Duke Energy Florida LLC                
0.610% (3 Month LIBOR + 0.250%) 11/26/2021 (b)     130,000     $ 130,238  
Duke Energy Progress LLC                
0.000% (3 Month LIBOR + 0.180%) 02/18/2022 (b)     1,000,000       999,897  
Duquesne Light Holdings, Inc.                
5.900%, 12/01/2021 (a)     200,000       210,187  
Florida Power & Light Co.                
0.641% (3 Month LIBOR + 0.380%) 07/28/2023 (b)     1,500,000       1,501,166  
Wisconsin Power & Light Co.                
2.250%, 11/15/2022     442,000       454,276  
              3,295,764  
Electrical Equipment - 2.0%                
Arrow Electronics, Inc.                
3.500%, 04/01/2022     2,000,000       2,068,721  
Food & Staples Retailing - 1.4%                
Walmart, Inc.                
1.900%, 12/15/2020     1,500,000       1,505,214  
Health Care Providers & Services - 3.1%                
Cigna Corp.                
0.949% (3 Month LIBOR + 0.650%) 09/17/2021 (b)     2,000,000       2,000,408  
1.165% (3 Month LIBOR + 0.890%) 07/15/2023 (b)     360,000       363,918  
UnitedHealth Group, Inc.                
0.345% (3 Month LIBOR + 0.070%) 10/15/2020 (b)     898,000       898,038  
              3,262,364  
Industrial Conglomerates - 2.1%                
Honeywell International, Inc.                
0.000% (3 Month LIBOR + 0.230%) 08/19/2022 (b)     2,270,000       2,272,111  

 

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

 

36

 

ETFMG™ ETFs

 

ETFMG Sit Ultra Short ETF

 

Schedule of Investments

September 30, 2020 (Continued)

 

 

    Principal
Amount
    Value  
Insurance - 8.0%            
Allstate Corp.                
0.936% (3 Month LIBOR + 0.630%) 03/29/2023 (b)     1,215,000     $ 1,224,969  
Fidelity National Financial, Inc.                
5.500%, 09/01/2022     500,000       543,022  
Infinity Property and Casualty Corp.                
5.000%, 09/19/2022     160,000       171,233  
Jackson National Life Global Funding                
0.649% (3 Month SOFR + 0.600%) 01/06/2023 (a)(b)     2,000,000       2,003,424  
Marsh & McLennan Cos., Inc.                
1.506% (3 Month LIBOR + 1.200%) 12/29/2021 (b)     600,000       600,579  
Metropolitan Life Global Funding I                
0.626% (3 Month SOFR + 0.570%) 01/13/2023 (a)(b)     2,000,000       2,008,052  
Nationwide Financial Services, Inc.                
5.375%, 03/25/2021 (a)     324,000       331,197  
Progressive Corp.                
3.750%, 08/23/2021     1,000,000       1,030,996  
W R Berkley Corp.                
4.625%, 03/15/2022     513,000       542,083  
              8,455,555  
                 
Machinery - 0.2%                
Bunge, Ltd.                
3.000%, 09/25/2022     206,000       214,281  
                 
Metals & Mining - 2.2%                
Glencore Finance Canada, Ltd.                
4.950%, 11/15/2021 (a)     1,200,000       1,253,149  
4.250%, 10/25/2022 (a)     1,000,000       1,062,165  
              2,315,314  
Multi-Utilities - 1.3%                
CenterPoint Energy Houston Electric LLC                
1.850% (3 Month LIBOR + 0.880%) 06/01/2021     350,000       353,147  
Dominion Energy, Inc.                
0.000% (3 Month LIBOR + 0.530%) 09/15/2023 (b)     1,000,000       1,001,746  
              1,354,893  
Paper & Forest Products - 0.4%                
Georgia-Pacific LLC                
5.400%, 11/01/2020 (a)     470,000       471,856  
                 
Professional Services - 2.5%                
Equifax, Inc.                
1.262% (3 Month LIBOR + 0.870%) 08/15/2021 (b)     2,411,000       2,420,907  
Athene Global Funding                
1.534% (3 Month LIBOR + 1.230%) 07/01/2022 (a)(b)     200,000       201,597  
              2,622,504  

 

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

 

37

 

ETFMG™ ETFs

 

ETFMG Sit Ultra Short ETF

 

Schedule of Investments

September 30, 2020 (Continued)

 

 

    Principal
Amount
    Value  
Semiconductors & Semiconductor Equipment - 1.0%                
Xilinx, Inc.                
3.000%, 03/15/2021     1,073,000     $ 1,085,814  
Technology Hardware, Storage & Peripherals - 1.5%                
Hewlett Packard Enterprise Co.                
0.998% (3 Month LIBOR + 0.680%) 03/12/2021 (b)     500,000       501,043  
1.024% (3 Month LIBOR + 0.720%) 10/05/2021 (b)     1,062,000       1,062,154  
              1,563,197  
TOTAL CORPORATE OBLIGATIONS (Cost $97,264,017)             97,877,779  
                 
MUNICIPAL DEBT OBLIGATIONS - 0.2%                
City of Moline IL                
2.080%, 12/01/2021     135,000       135,394  
2.130%, 12/01/2022     100,000       100,645  
TOTAL MUNICIPAL DEBT OBLIGATIONS (Cost $235,000)             236,039  
                 
    Shares     Value  
SHORT-TERM INVESTMENTS - 4.0%                
Money Market Funds - 4.0%                
First American Government Obligations Fund - Class X, 0.07% (d)     4,221,375       4,221,375  
TOTAL SHORT TERM INVESTMENTS (Cost $4,221,375)             4,221,375  
                 
Total Investments (Cost $104,598,990) - 99.5%             105,226,773  
Other Assets in Excess of Liabilities - 0.5%             543,387  
TOTAL NET ASSETS - 100.0%           $ 105,770,160  

 

Percentages are stated as a percent of net assets.

 

(a) Acquired in a transaction exempt from registration under Rule 144A or Section 4(a)(2) of the Securities Act of 1933. May be resold in the U.S. in transactions exempt from registration, normally to qualified institutional buyers. The total value of all such securities was $26,080,230, which represented 24.66% of the net assets of the Fund.
(b) Variable rate security based on a reference index and spread. The rate reported is the rate in effect as of September 30, 2020.
(c) Variable rate security. The coupon is based on an underlying pool of assets. The rate reported is the rate in effect as of September 30, 2020.
(d) The rate quoted is the annualized seven-day yield at September 30, 2020.
(e) As of September 30, 2020, the Fund had a significant portion of its assets invested in the Banking Industry.

 

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

 

38

 

 

ETFMG™ ETFs

 

ETFMG Travel Tech ETF

 

Schedule of Investments

September 30, 2020

 

 

    Shares     Value  
COMMON STOCKS - 99.5%                
Australia - 4.1%                
Internet & Direct Marketing Retail - 4.1% (d)                
Webjet, Ltd. (a)     221,835     $ 618,080  
                 
Brazil - 3.8%                
Hotels, Restaurants & Leisure - 3.8%                
CVC Brasil Operadora e Agencia de Viagens SA     196,344       570,932  
                 
Canada - 3.3%                
Road & Rail - 3.3%                
Facedrive, Inc. (a)(b)     52,844       502,426  
                 
China - 4.1%                
IT Services - 4.1%                
TravelSky Technology, Ltd.     292,981       625,275  
                 
Japan - 12.8%                
Hotels, Restaurants & Leisure - 2.8%                
Adventure, Inc.     8,854       421,439  
Internet & Direct Marketing Retail - 10.0% (d)                
Airtrip Corp.     26,659       354,392  
Open Door, Inc. (b)     40,273       520,477  
Temairazu, Inc.     8,485       449,734  
Veltra Corp. (a)(b)     36,758       189,950  
Total Internet & Direct Marketing Retail             1,514,553  
Total Japan             1,935,992  
                 
Luxembourg - 2.7%                
Internet & Direct Marketing Retail - 2.7% (d)                
eDreams ODIGEO SA (b)     148,986       402,637  
                 
Mauritius - 3.9%                
Internet & Direct Marketing Retail - 3.9% (d)                
MakeMyTrip, Ltd. (b)     38,671       593,987  
                 
Netherlands - 3.7%                
Interactive Media & Services - 3.7%                
Trivago NV - ADR (a)(b)     361,300       560,015  
                 
Republic of Korea - 8.1%                
Hotels, Restaurants & Leisure - 8.1%                
Hana Tour Service, Inc.     17,933       601,089  
Lotte Tour Development Co., Ltd. (b)     47,875       630,419  
Total Hotels, Restaurants & Leisure             1,231,508  

 

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

 

39

 

ETFMG™ ETFs

 

ETFMG Travel Tech ETF

 

Schedule of Investments

September 30, 2020 (Continued)

 

 

    Shares     Value  
Spain - 4.0%            
IT Services - 4.0%                
Amadeus IT Group SA     10,724
  $ 598,369  
                 
United Kingdom - 7.5%                
Internet & Direct Marketing Retail - 7.5% (d)                
On the Beach Group PLC     171,842       541,039  
Trainline PLC (b)     124,928       585,162  
Total Internet & Direct Marketing Retail             1,126,201  
                 
United States - 41.5%                
Interactive Media & Services - 3.8%                
TripAdvisor, Inc.     29,504       577,983  
Internet & Direct Marketing Retail - 23.4% (d)                
Booking Holdings, Inc. (b)     435       744,145  
Despegar.com Corp. (b)     80,957       514,887  
Expedia Group, Inc.     8,128       745,255  
Tongcheng-Elong Holdings, Ltd. (b)     361,598       657,871  
Trip.com Group, Ltd. - ADR (b)     27,407       853,453  
Total Internet & Direct Marketing Retail             3,515,611  
IT Services - 3.7%                
Sabre Corp.     86,024       560,016  
Road & Rail - 9.2%                
Lyft, Inc. - Class A (a)(b)     21,426       590,286  
Uber Technologies, Inc. (b)     21,966       801,320  
Total Road & Rail             1,391,606  
Software - 1.4%                
Lvji Technology Holdings, Inc. (b)     1,860,717       216,082  
Total United States             6,261,298  
TOTAL COMMON STOCKS (Cost $15,405,726)             15,026,720  
                 
INVESTMENTS PURCHASED WITH PROCEEDS FROM                
SECURITIES LENDING COLLATERAL - 14.6%                
Mount Vernon Liquid Assets Portfolio, LLC, 0.18% (c)     2,198,966       2,198,966  
TOTAL INVESTMENTS PURCHASED WITH PROCEEDS FROM                
SECURITIES LENDING COLLATERAL (Cost $2,198,966)             2,198,966  
                 
SHORT-TERM INVESTMENTS - 0.6%                
Money Market Funds - 0.6%                
Invesco Advisers, Inc. STIT-Treasury Portfolio - Institutional Class, 0.02% (c)     88,311       88,311  
TOTAL SHORT-TERM INVESTMENTS (Cost $88,311)             88,311  
                 
Total Investments (Cost $17,693,003) - 114.7%             17,313,997  
Liabilities in Excess of Other Assets - (14.7)%             (2,213,978 )
TOTAL NET ASSETS - 100.0%           $ 15,100,019  

 

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

 

40

 

ETFMG™ ETFs

 

ETFMG Travel Tech ETF

 

Schedule of Investments

September 30, 2020 (Continued)

 

 

Percentages are stated as a percent of net assets.

 

ADR American Depositary Receipt

(a) All or a portion of this security is out on loan as of September 30, 2020.
(b) Non-income producing security.
(c) The rate quoted is the annualized seven-day yield at September 30, 2020.
(d) As of September 30, 2020 the Fund had a significant portion of its assets in the Internet & Direct Marketing Retail Industry

 

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

 

41

 

ETFMG™ ETFs

 

ETFMG Treatments Testing and Advancements ETF

 

Schedule of Investments

September 30, 2020

 

 

    Shares     Value  
COMMON STOCKS - 99.5%                
Canada - 2.5%                
Biotechnology - 2.5% (d)                
Arbutus Biopharma Corp. (a)(b)     45,373     $ 142,017  
IMV, Inc. (a)(b)     37,323       165,714  
VBI Vaccines, Inc. (a)(b)     260,158       744,052  
XBiotech, Inc. (b)     16,239       310,003  
Total Biotechnology             1,361,786  
                 
France - 0.6%                
Pharmaceuticals - 0.6%                
Sanofi - ADR     6,841       343,213  
                 
Germany - 6.1%                
Biotechnology - 6.1% (d)                
BioNTech SE - ADR (a)(b)     47,671       3,300,263  
                 
Japan - 0.6%                
Pharmaceuticals - 0.6%                
Takeda Pharmaceutical Co., Ltd. - ADR     19,297       344,258  
                 
Netherlands - 3.1%                
Biotechnology - 3.1% (d)                
CureVac NV (a)(b)     35,722       1,662,859  
                 
United Kingdom - 1.6%                
Health Care Equipment & Supplies - 0.3%                
Oxford Immunotec Global PLC (b)     14,534       170,048  
Pharmaceuticals - 1.3%                
AstraZeneca PLC - ADR     6,535       358,118  
GlaxoSmithKline PLC - ADR (b)     8,952       336,953  
Total Pharmaceuticals             695,071  
Total United Kingdom             865,119  

 

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

 

42

 

ETFMG™ ETFs

 

ETFMG Treatments Testing and Advancements ETF

 

Schedule of Investments

September 30, 2020 (Continued)

 

 

    Shares     Value  
United States - 85.0%                
Biotechnology - 50.2% (d)                
AbbVie, Inc. (b)     3,880     $ 339,849  
Alexion Pharmaceuticals, Inc. (b)     3,294       376,932  
Alnylam Pharmaceuticals, Inc. (b)     15,996       2,329,018  
Arcturus Therapeutics Holdings, Inc. (b)     13,668       586,357  
Assembly Biosciences, Inc. (b)     18,395       302,414  
Athersys, Inc. (a)(b)     110,605       215,680  
BioCryst Pharmaceuticals, Inc. (a)(b)     98,949       339,890  
CEL-SCI Corp. (a)(b)     21,640       275,910  
Chimerix, Inc. (b)     34,833       86,734  
ContraFect Corp. (b)     15,596       82,347  
Cue Biopharma, Inc. (b)     16,531       248,792  
Dicerna Pharmaceuticals, Inc. (b)     41,713       750,417  
Dynavax Technologies Corp. (b)     61,372       265,127  
Emergent BioSolutions, Inc. (b)     19,575       2,022,685  
Enanta Pharmaceuticals, Inc. (b)     11,244       514,750  
Enochian Biosciences, Inc. (a)(b)     26,356       94,354  
Gilead Sciences, Inc.     5,445       344,070  
Hookipa Pharma, Inc. (b)     14,374       136,122  
iBio, Inc. (a)(b)     97,901       198,739  
I-Mab - ADR (b)     32,407       1,524,101  
Inovio Pharmaceuticals, Inc. (a)(b)     93,884       1,089,054  
Moderna, Inc. (a)(b)     50,650       3,583,488  
NantKwest, Inc. (b)     60,542       419,859  
Novavax, Inc. (a)(b)     20,837       2,257,689  
OPKO Health, Inc. (a)(b)     375,578       1,385,883  
PhaseBio Pharmaceuticals, Inc. (a)(b)     16,434       57,683  
Regeneron Pharmaceuticals, Inc. (b)     631       353,221  
Translate Bio, Inc. (b)     41,957       571,035  
Vaxart, Inc. (a)(b)     61,331       407,851  
Vaxcyte, Inc. (b)     28,778       1,421,058  
Zai Lab, Ltd. - ADR (b)     26,247       2,182,963  
Vir Biotechnology, Inc. (a)(b)     68,808       2,362,179  
Total Biotechnology             27,126,251  
Health Care Equipment & Supplies - 7.9%                
Abbott Laboratories (b)     3,332       362,622  
Co-Diagnostics, Inc. (a)(b)     15,731       213,784  
Meridian Bioscience, Inc. (b)     24,015       407,775  
OraSure Technologies, Inc. (b)     40,085       487,834  
Quidel Corp. (a)(b)     12,788       2,805,431  
Total Health Care Equipment & Supplies             4,277,446  
Health Care Providers & Services - 11.3%                
Enzo Biochem, Inc. (b)     26,839       56,630  
Laboratory Corp. of America Holdings (b)     16,053       3,022,298  
Quest Diagnostics, Inc. (b)     26,399       3,022,422  
Total Health Care Providers & Services             6,101,350  

 

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

 

43

 

ETFMG™ ETFs

  

ETFMG Treatments Testing and Advancements ETF

 

Schedule of Investments

September 30, 2020 (Continued)

 

 

    Shares     Value  
Life Sciences Tools & Services - 11.3%                
Adaptive Biotechnologies Corp. (b)     49,614     $ 2,412,729  
Bio-Rad Laboratories, Inc. - Class A (b)     5,796       2,987,606  
Luminex Corp.     25,964       681,555  
Total Life Sciences Tools & Services             6,081,890  
Pharmaceuticals - 4.3%                
Bristol-Myers Squibb Co. (b)     5,952       358,845  
CorMedix, Inc.     17,522       105,658  
Eli Lilly & Co.     2,372       351,103  
Johnson & Johnson     2,361       351,506  
Merck & Co, Inc.     4,150       344,243  
Paratek Pharmaceuticals, Inc. (b)     25,434       137,598  
Pfizer, Inc.     9,731       357,128  
SIGA Technologies, Inc. (b)     43,741       300,501  
Total Pharmaceuticals             2,306,582  
Total United States             45,893,519  
TOTAL COMMON STOCKS (Cost $58,969,550)             53,771,017  
                 
INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL - 31.8%                
ETFMG Sit Ultra Short ETF (e)     25,000       1,244,625  
Mount Vernon Liquid Assets Portfolio, LLC, 0.18% (c)     15,954,137       15,954,137  
TOTAL INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL (Cost $17,198,112)             17,198,762  
                 
SHORT-TERM INVESTMENTS - 0.5%                
Money Market Funds - 0.5%                
Invesco Advisers, Inc. STIT- Treasury Portfolio - Institutional Class, 0.02% (c)     252,244       252,244  
TOTAL SHORT-TERM INVESTMENTS (Cost $252,244)             252,244  
                 
Total Investments (Cost $76,419,906) - 131.8%             71,222,023  
Liabilities in Excess of Other Assets - (31.8)%             (17,192,133 )
TOTAL NET ASSETS - 100.0%           $ 54,029,890  

 

Percentages are stated as a percent of net assets.

 

ADR American Depositary Receipt

(a) All or a portion of this security was out on loan as of September 30, 2020.
(b) Non-income producing security.
(c) The rate shown is the annualized seven-day yield at September 30, 2020.
(d) As of September 30, 2020, the Fund had a significant portion of its assets in the Biotechnology Industry.
(e) Affiliated security. Please refer to Note 9 of the Notes to Financial Statements.

 

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

 

44

 

ETFMG™ ETFs

 

STATEMENTS OF ASSETS AND LIABILITIES

As of September 30, 2020

 

 

    ETFMG
Prime
Junior
Silver
Miners ETF
    ETFMG
Prime Cyber
Security ETF
    ETFMG
Prime
Mobile
Payments
ETF
    ETFMG Sit
Ultra Short
ETF
    ETFMG
Travel
Tech ETF
    ETFMG
Treatments,
Testing and
Advancements
ETF
 
ASSETS                                    
Investments in unaffiliated securities, at value*   $ 401,787,034     $ 1,657,012,475     $ 857,674,172     $ 105,226,773     $ 17,313,997     $ 69,977,398  
Investments in affiliated securities, at value*     7,653,918       79,243,000       29,871,000                   1,244,625  
Cash     1,499       238                          
Foreign currency*                 75                    
Receivables:                                                
Receivable for fund shares issued     8,298,735             86,084                    
Dividends and interest receivable     94,025       348,973       156,825       365,855       3,014       9,875  
Securities lending income receivable           65,474       26,828             3,731       42,114  
Receivable for investments sold           37,012             417,981              
Total Assets     417,835,211       1,736,707,172       887,814,984       106,010,609       17,320,742       71,274,012  
                                                 
LIABILITIES                                                
Collateral received for securities loaned (Note 7)           230,165,962       89,194,592             2,198,966       17,198,112  
Payables:                                                
Payable for investments purchased     9,269,771       1,983,332             214,843       12,491       16,968  
Management fees payable     246,857       743,890       477,952       25,606       9,266       29,042  
Total Liabilities     9,516,628       232,893,184       89,672,544       240,449       2,220,723       17,244,122  
Net Assets   $ 408,318,583     $ 1,503,813,988     $ 798,142,440     $ 105,770,160     $ 15,100,019     $ 54,029,890  
                                                 
NET ASSETS CONSIST OF:                                                
Paid-in Capital   $ 409,394,734     $ 1,557,218,581     $ 790,330,261     $ 106,468,905     $ 16,339,454     $ 61,914,853  
Total Distributable Earnings     (1,076,151 )     (53,404,593 )     7,812,179       (698,745 )     (1,239,435 )     (7,884,963 )
Net Assets   $ 408,318,583     $ 1,503,813,988     $ 798,142,440     $ 105,770,160     $ 15,100,019     $ 54,029,890  
                                                 
*Identified Cost:                                                
                                                 
Investments in unaffiliated securities   $ 348,292,369     $ 1,444,305,660     $ 784,375,234     $ 104,598,990     $ 17,693,003     $ 75,175,931  
Investments in affiliated securities     5,849,161       101,721,412       30,082,267                   1,243,975  
Foreign currency           502       76                    
                                                 
Shares Outstanding^     29,600,000       32,300,000       14,700,000       2,125,000       800,000       1,950,000  
                                                 
Net Asset Value, Offering and                                                
Redemption Price per Share   $ 13.79     $ 46.56     $ 54.30     $ 49.77     $ 18.88     $ 27.71  

 

^ No par value, unlimited number of shares authorized

 

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

 

45

 

ETFMG™ ETFs

 

STATEMENTS OF OPERATIONS

For the Period/Year ended September 30, 2020

 

 

    ETFMG
Prime
Junior
Silver
Miners ETF
    ETFMG
Prime Cyber
Security ETF
    ETFMG
Prime
Mobile
Payments
ETF
    ETFMG Sit
Ultra Short
ETF
    ETFMG
Travel Tech
ETF
    ETFMG
Treatments,
Testing and
Advancements
ETF
 
INVESTMENT INCOME                                    
Income:                                    
Dividends from unaffiliated securities (net of foreign withholdings tax of $69,426,$172,552, $34,230, $-, $1,071, $-   $ 468,978     $ 28,317,175     $ 3,951,145     $     $ 10,674     $ 36,286  
Interest     4,022       79,852       14,944       1,554,539       46       22  
Securities lending income           1,710,594       661,412             8,134       96,252  
Total Investment Income     473,000       30,107,621       4,627,501       1,554,539       18,854       132,560  
                                                 
Expenses:                                                
Management fees     1,413,100       8,579,119       5,148,237       223,339       31,521       96,402  
Total Expenses     1,413,100       8,579,119       5,148,237       223,339       31,521       96,402  
Net Investment Income (Loss)     (940,100 )     21,528,502       (520,736 )     1,331,200       (12,667 )     36,158  
                                                 
REALIZED & UNREALIZED                                                
GAIN (LOSS) ON                                                
INVESTMENTS                                                
Net Realized Gain (Loss) on:                                                
Unaffiliated Investments     (78,573,277 )     (327,554,861 )     (454,295,142 )     (1,407,472 )     (2,212,815 )     (4,262,504 )
Affiliated Investments     265,701       (17,787,132 )                        
In-Kind redemptions     89,499,242       472,124,122       501,242,896             1,635,738       3,176,379  
Foreign currency and foreign currency translation     (107,581 )     (215,840 )     (380,056 )           (8,488 )      
Net Realized Gain (Loss) on                                                
Investments and In-Kind redemptions     11,084,085       126,566,289       46,567,698       (1,407,472 )     (585,565 )     (1,086,125 )
Net Change in Unrealized                                                
Appreciation (Depreciation) of:                                                
Unaffiliated Investments     58,341,657       144,221,004       54,606,509       627,783       (379,006 )     (5,198,533 )
Affiliated Investments     1,721,846       23,039,506       (211,267 )                 650  
Foreign currency and foreign currency translation     (3,173 )     20,960       1,068             113        
Net change in Unrealized                                                
Appreciation (Depreciation) of Investments     60,060,330       167,281,470       54,396,310       627,783       (378,893 )     (5,197,883 )
Net Realized and Unrealized Gain (Loss) on Investments     71,144,415       293,847,759       100,964,008       (779,689 )     (964,458 )     (6,284,008 )
NET INCREASE (DECREASE)                                                
IN NET ASSETS RESULTING                                                
FROM OPERATIONS   $ 70,204,315     $ 315,376,261     $ 100,443,272     $ 551,511     $ (977,125 )   $ (6,247,850 )

 

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

 

46

 

ETFMG Prime Junior Silver Miners ETF

  

STATEMENTS OF CHANGES IN NET ASSETS

 

 

    Year Ended
September 30,
2020
    Year Ended
September 30,
2019
 
OPERATIONS            
Net investment income (loss)   $ (940,100 )   $ (119,940 )
Net realized gain (loss) on investments and In-Kind Redemptions     11,084,085       (6,657,841 )
Net change in unrealized appreciation (depreciation) of investments and foreign currency and foreign currency translation     60,060,330       10,893,314  
Net increase (decrease) in net assets resulting from operations     70,204,315       4,115,533  
                 
DISTRIBUTIONS TO SHAREHOLDERS                
Total distributions from distributable earnings     (1,980,500 )     (815,294 )
                 
CAPITAL SHARE TRANSACTIONS                
Net increase (decrease) in net assets derived from net change in outstanding shares     239,976,195       51,552,865  
Net increase (decrease) in net assets     308,200,010       54,853,104  
                 
NET ASSETS                
Beginning of Year     100,118,573       45,265,469  
End of Year   $ 408,318,583     $ 100,118,573  
                 
Summary of share transactions is as follows:                

 

      Year Ended
September 30, 2020
    Year Ended
September 30, 2019
 
      Shares     Amount     Shares     Amount  
Shares Sold       26,050,000     $ 330,230,225       7,000,000     $ 67,300,540  
Shares Redeemed       (7,050,000 )     (90,254,030 )     (1,600,000 )     (15,747,675 )
Net Transactions in Fund Shares       19,000,000     $ 239,976,195       5,400,000     $ 51,552,865  
Beginning Shares       10,600,000               5,200,000          
Ending Shares       29,600,000               10,600,000          

 

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

 

47

 

ETFMG Prime Cyber Security ETF

 

STATEMENTS OF CHANGES IN NET ASSETS

 

 

    Year Ended
September 30,
2020
    Year Ended
September 30,
2019
 
OPERATIONS            
Net investment income (loss)   $ 21,528,502     $ 2,971,168  
Net realized gain (loss) on investments and In-Kind Redemptions     126,566,289       119,111,232  
Net change in unrealized appreciation (depreciation) of investments and foreign currency and foreign currency translation     167,281,470       (254,577,838 )
Net increase (decrease) in net assets resulting from operations     315,376,261       (132,495,438 )
                 
DISTRIBUTIONS TO SHAREHOLDERS                
Total distributions from distributable earnings     (21,333,000 )     (2,039,082 )
                 
CAPITAL SHARE TRANSACTIONS                
Net increase in net assets derived from net change in outstanding shares     (217,450,615 )     (274,135,215 )
Transaction Fees (See Note 1)     20,965       8,658  
Net increase (decrease) in net assets from capital share transactions     (217,429,650 )     (274,126,557 )
Total increase (decrease) in net assets     76,613,611       (408,661,077 )
                 
NET ASSETS                
Beginning of Year     1,427,200,377       1,835,861,454  
End of Year   $ 1,503,813,988     $ 1,427,200,377  

 

Summary of share transactions is as follows:


    Year Ended
September 30, 2020
    Year Ended
September 30, 2019
 
    Shares     Amount     Shares     Amount  
Shares Sold     6,000,000     $ 265,419,220       11,550,000     $ 440,845,035  
Transaction Fees (See Note 1)           20,965             8,658  
Shares Redeemed     (11,800,000 )     (482,869,835 )     (19,250,000 )     (714,980,250 )
Net Transactions in Fund Shares     (5,800,000 )   $ (217,429,650 )     (7,700,000 )   $ (274,126,557 )
Beginning Shares     38,100,000               45,800,000          
Ending Shares     32,300,000               38,100,000          

 

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

 

48

 

ETFMG Prime Mobile Payments ETF

 

STATEMENTS OF CHANGES IN NET ASSETS

 

 

    Year Ended
September 30,
2020
    Year Ended
September 30,
2019
 
OPERATIONS            
Net investment income (loss)   $ (520,736 )   $ 322,006  
Net realized gain (loss) on investments and In-Kind Redemptions     46,567,698       82,012,727  
Net change in unrealized appreciation (depreciation) of investments and foreign currency and foreign currency translation     54,396,310       (59,701,724 )
Net increase (decrease) in net assets resulting from operations     100,443,272       22,633,009  
                 
DISTRIBUTIONS TO SHAREHOLDERS                
Total distributions from distributable earnings     (216,000 )     (2,286,407 )
                 
CAPITAL SHARE TRANSACTIONS                
Net decrease in net assets derived from net change in outstanding shares     (45,375,255 )     199,832,445  
Transaction Fees (See Note 1)     92,896       144,218  
Net increase (decrease) in net assets from capital share transactions     (45,282,359 )     199,976,663  
Total increase (decrease) in net assets     54,944,913       220,323,265  
                 
NET ASSETS                
Beginning of Year     743,197,527       522,874,262  
End of Year   $ 798,142,440     $ 743,197,527  
                 
Summary of share transactions is as follows:                

  

    Year Ended
September 30, 2020
    Year Ended
September 30, 2019
 
    Shares     Amount     Shares     Amount  
Shares Sold     9,650,000     $ 474,195,120       14,050,000     $ 645,140,560  
Transaction Fees (See Note 1)           92,896             144,218  
Shares Redeemed     (10,900,000 )     (519,570,375 )     (10,300,000 )     (445,308,115 )
Net Transactions in Fund Shares     (1,250,000 )   $ (45,282,359 )     3,750,000     $ 199,976,663  
Beginning Shares     15,950,000               12,200,000          
Ending Shares     14,700,000               15,950,000          

 

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

 

49

 

ETFMG Sit Ultra Short ETF

 

STATEMENT OF CHANGES IN NET ASSETS

 

 

    Period Ended
September 30,
20201
 
OPERATIONS      
Net investment income (loss)   $ 1,331,200  
Net realized gain (loss) on investments and In-Kind Redemptions     (1,407,472 )
Net change in unrealized appreciation (depreciation) of investments and foreign currency and foreign currency translation     627,783  
Net increase (decrease) in net assets resulting from operations     551,511  
         
DISTRIBUTIONS TO SHAREHOLDERS        
Total distributions from distributable earnings     (1,250,256 )
         
CAPITAL SHARE TRANSACTIONS        
Net increase in net assets derived from net change in outstanding shares     106,468,905  
Net increase in net assets     105,770,160  
         
NET ASSETS        
Beginning of Period      
End of Period   $ 105,770,160  
         
Summary of share transactions is as follows:        

 

    Period Ended
September 30, 20201
 
    Shares     Amount  
Shares Sold     2,200,000     $ 110,191,975  
Shares Redeemed     (75,000 )     (3,723,070 )
Net Transactions in Fund Shares     2,125,000     $ 106,468,905  
Beginning Shares              
Ending Shares     2,125,000          

 

1 Fund commenced operations on October 8, 2019. The information presented is for the period from October 8, 2019 to September 30, 2020.

 

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

 

50

 

ETFMG Travel Tech ETF

  

STATEMENT OF CHANGES IN NET ASSETS

 

 

    Period Ended
September 30,
20201
 
OPERATIONS      
Net investment income (loss)   $ (12,667 )
Net realized gain (loss) on investments and In-Kind Redemptions     (585,565 )
Net change in unrealized appreciation (depreciation) of investments and foreign currency and foreign currency translation     (378,893 )
Net increase (decrease) in net assets resulting from operations     (977,125 )
         
CAPITAL SHARE TRANSACTIONS        
Net increase in net assets derived from net change in outstanding shares     16,070,650  
Transaction Fees (See Note 1)     6,494  
Net increase in net assets from capital share transactions     16,077,144  
Net increase in net assets     15,100,019  
         
NET ASSETS        
Beginning of Period      
End of Period   $ 15,100,019  
         
Summary of share transactions is as follows:        

 

    Period Ended
September 30, 20201
 
    Shares     Amount  
Shares Sold     900,000     $ 18,057,660  
Transaction Fees (See Note 1)           6,494  
Shares Redeemed     (100,000 )     (1,987,010 )
Net Transactions in Fund Shares     800,000     $ 16,077,144  
Beginning Shares              
Ending Shares     800,000          

 

1 Fund commenced operations on February 12, 2020. The information presented is for the period from February 12, 2020 to September 30, 2020.

  

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

 

51

 

ETFMG Treatments Testing and Advancements ETF

  

STATEMENT OF CHANGES IN NET ASSETS

 

 

    Period Ended
September 30,
20201
 
OPERATIONS      
Net investment income (loss)   $ 36,158  
Net realized gain (loss) on investments and In-Kind Redemptions     (1,086,125 )
Net change in unrealized appreciation (depreciation) of investments and foreign currency and foreign currency translation     (5,197,883 )
Net increase (decrease) in net assets resulting from operations     (6,247,850 )
         
CAPITAL SHARE TRANSACTIONS        
Net increase in net assets derived from net change in outstanding shares     60,277,740  
Net increase in net assets     54,029,890  
         
NET ASSETS        
Beginning of Period      
End of Period   $ 54,029,890  
         
Summary of share transactions is as follows:        

 

    Period Ended
September 30, 20201
 
    Shares     Amount  
Shares Sold     2,500,000     $ 75,601,825  
Shares Redeemed     (550,000 )     (15,324,085 )
Net Transactions in Fund Shares     1,950,000     $ 60,277,740  
Beginning Shares              
Ending Shares     1,950,000          

 

1 Fund commenced operations on June 17, 2020. The information presented is for the period from June 17, 2020 to September 30, 2020.

 

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

 

52

 

 

ETFMG Prime Junior Silver Miners ETF

 

FINANCIAL HIGHLIGHTS 

For a capital share outstanding throughout the year

 

  

   

Year Ended 

September 30, 

2020

   

Year Ended 

September 30, 

2019 

   

Year Ended 

September 30, 

2018 

   

Year Ended 

September 30, 

2017 

   

Year Ended 

September 30, 

2016 

 
                               
Net Asset Value, Beginning Year   $ 9.45     $ 8.70     $ 11.84     $ 15.57     $ 5.28  
Income (Loss) from Investment Operations:                                        
Net investment loss 1     (0.05 )     (0.02 )     (0.03 )     (0.06 )     (0.06 )
Net realized and unrealized gain (loss) on investments     4.56       0.91       (3.11 )     (3.61 )     10.47  
Total from investment operations     4.51       0.89       (3.14 )     (3.67 )     10.41  
Less Distributions:                                        
Distributions from net investment income     (0.17 )     (0.14 )           (0.06 )     (0.12 )
Total distributions     (0.17 )     (0.14 )           (0.06 )     (0.12 )
Net asset value, end year   $ 13.79     $ 9.45     $ 8.70     $ 11.84     $ 15.57  
Total Return     48.06 %     10.45 %     -26.50 %     -23.53 %     201.99 %
                                         
Ratios/Supplemental Data:                                        
Net assets at end year (000’s)   $ 408,319     $ 100,119     $ 45,265     $ 58,033     $ 77,065  
                                         
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 %     0.69 %     0.72 %2     0.69 %
Net Investment Loss to Average Net Assets     -0.46 %     -0.21 %     -0.32 %     -0.48 %     -0.45 %
Portfolio Turnover Rate     71 %     34 %     36 %     69 %     33 %

 

1 Calculated based on average shares outstanding during the year.
2 The ratio of expenses to average net assets includes legal expense.

 

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

 

53 

 

ETFMG Prime Cyber Security ETF

 

FINANCIAL HIGHLIGHTS 

For a capital share outstanding throughout the year

 

 

   

Year Ended 

September 30, 

2020 

   

Year Ended 

September 30, 

2019 

   

Year Ended 

September 30, 

2018 

   

Year Ended 

September 30, 

2017 

   

Year Ended 

September 30, 

2016 

 
                               
Net Asset Value, Beginning Year   $ 37.46     $ 40.08     $ 30.11     $ 27.91     $ 25.28  
Income (Loss) from Investment Operations:                                        
Net investment income (loss) 1     0.64       0.07       0.03       (0.01 )     0.30  
Net realized and unrealized gain (loss) on investments     9.10       (2.64 )     9.94       2.34       2.52  
Total from investment operations     9.74       (2.57 )     9.97       2.33       2.82  
Less Distributions:                                        
Distributions from net investment income     (0.64 )     (0.05 )     (0.00 )3     (0.13 )     (0.19 )
Total distributions     (0.64 )     (0.05 )     (0.00 )3     (0.13 )     (0.19 )
Net asset value, end year   $ 46.56     $ 37.46     $ 40.08     $ 30.11     $ 27.91  
Total Return     26.75 %     -6.42 %     33.16 %     8.42 %     11.23 %
                                         
Ratios/Supplemental Data:                                        
Net assets at end of year (000’s)   $ 1,503,814     $ 1,427,200     $ 1,835,861     $ 1,097,360     $ 803,794  
                                         
Expenses to Average Net Assets before legal expense     0.60 %     0.60 %     0.60 %     0.68 %     0.75 %
Gross Expenses to Average Net Assets     0.60 %     0.60 %     0.60 %     0.72 %2     0.75 %
Net Investment Income (Loss) to Average                                        
Net Assets     1.50 %     0.19 %     0.07 %     -0.03 %     1.21 %
Portfolio Turnover Rate     33 %     36 %     41 %     53 %     34 %

 

1 Calculated based on average shares outstanding during the year.
2 The ratio of expenses to average net assets includes legal expense.
3 Per share amount is less than $0.01.

 

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

 

54 

 

ETFMG Prime Mobile Payments ETF

 

FINANCIAL HIGHLIGHTS 

For a capital share outstanding throughout the year

 

 

   

Year Ended 

September 30, 

2020 

   

Year Ended 

September 30, 

2019 

   

Year Ended 

September 30, 

2018 

   

Year Ended 

September 30, 

2017 

   

Year Ended 

September 30, 

2016 

 
                               
Net Asset Value, Beginning Year   $ 46.60     $ 42.86     $ 32.57     $ 24.96     $ 23.53  
Income (Loss) from Investment Operations:                                        
Net investment income (loss) 1     (0.04 )     0.03       0.07       0.03       0.15  
Net realized and unrealized gain (loss) on investments     7.75       3.93       10.22       7.60       1.39  
Total from investment operations     7.71       3.96       10.29       7.63       1.54  
Less Distributions:                                        
Distributions from net investment income     (0.02 )     (0.05 )     (0.01 )     (0.02 )     (0.11 )
Net realized gains           (0.18 )                  
Total distributions     (0.02 )     (0.23 )     (0.01 )     (0.02 )     (0.11 )
Capital Share Transactions:                                        
Transaction fees added to paid-in capital     0.01       0.01       0.01              
Net asset value, end year   $ 54.30     $ 46.60     $ 42.86     $ 32.57     $ 24.96  
Total Return     16.56 %     9.49 %     31.62 %     30.59 %     6.51 %
                                         
Ratios/Supplemental Data:                                        
Net assets at end year (000’s)   $ 798,142     $ 743,198     $ 522,874     $ 170,993     $ 8,734  
                                         
Expenses to Average Net Assets before legal expense     0.75 %     0.75 %     0.75 %     0.75 %     0.75 %
Gross Expenses to Average Net Assets     0.75 %     0.75 %     0.75 %     0.80 %2     0.75 %
Net Investment Income (Loss) to Average                                        
Net Assets     -0.08 %     0.06 %     0.16 %     0.12 %     0.63 %
Portfolio Turnover Rate     19 %     28 %     16 %     31 %     32 %

 

1 Calculated based on average shares outstanding during the year.
2 The ratio of expenses to average net assets includes legal expense.

 

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

 

55 

 

ETFMG Sit Ultra Short ETF

 

FINANCIAL HIGHLIGHTS 

For a capital share outstanding throughout the period

 

 

   

Period Ended 

September 30, 

20201 

 
       
Net Asset Value, Beginning Period   $ 50.00  
Income from Investment Operations:        
Net investment income 2     0.86  
Net realized and unrealized gain (loss) on investments     (0.27 )
Total from investment operations     0.59  
Less Distributions:        
Distributions from net investment income     (0.82 )
Total distributions     (0.82 )
Net asset at end of period   $ 49.77  
Total Return     1.19 %3
         
Ratios/Supplemental Data:        
Net assets at end of period (000’s)   $ 105,770  
         
Expenses to Average Net Assets before legal expense     0.30 %4
Gross Expenses to Average Net Assets     0.30 %4
Net Investment Income to Average Net Assets     1.78 %4
Portfolio Turnover Rate     132 %3

 

1 Commencement of operations on October 8, 2019.
2 Calculated based on average shares outstanding during the period.
3 Not annualized.
4 Annualized.

 

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

 

56 

 

ETFMG Travel Tech ETF

 

FINANCIAL HIGHLIGHTS 

For a capital share outstanding throughout the period

 

 

   

Period Ended 

September 30, 

20201 

 
       
Net Asset Value, Beginning Period   $ 25.00  
Income from Investment Operations:        
Net investment income (loss) 2     (0.02 )
Net realized and unrealized gain (loss) on investments     (6.12 )
Total from investment operations     (6.14 )
Capital Share Transactions:        
Transaction fees added to paid-in capital     0.02  
Net asset at end of period   $ 18.88  
Total Return     -24.50 %3
         
Ratios/Supplemental Data:        
Net assets at end of period (000’s)   $ 15,100  
         
Expenses to Average Net Assets before legal expense     0.75 %4
Gross Expenses to Average Net Assets     0.75 %4
Net Investment Income to Average Net Assets     0.30 %4
Portfolio Turnover Rate     49 %3

 

1 Commencement of operations on February 12, 2020.
2 Calculated based on average shares outstanding during the period.
3 Not annualized.
4 Annualized.

 

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

 

57 

 

ETFMG Treatments Testing and Advancements ETF

 

FINANCIAL HIGHLIGHTS 

For a capital share outstanding throughout the period

 

 

   

Period Ended 

September 30, 

20201 

 
       
Net Asset Value, Beginning Period   $ 25.00  
Income from Investment Operations:        
Net investment income 2     0.02  
Net realized and unrealized gain (loss) on investments     2.69  
Total from investment operations     2.71  
Net asset at end of period   $ 27.71  
Total Return     10.82 %3
         
Ratios/Supplemental Data:        
Net assets at end of period (000’s)   $ 54,030  
         
Expenses to Average Net Assets before legal expense     0.68 %4
Gross Expenses to Average Net Assets     0.68 %4
Net Investment Income to Average Net Assets     0.25 %4
Portfolio Turnover Rate     41 %3

 

1 Commencement of operations on June 17, 2020.
2 Calculated based on average shares outstanding during the period.
3 Not annualized.
4 Annualized.

 

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

 

58 

 

ETFMG™ ETFs

 

NOTES TO FINANCIAL STATEMENTS 

September 30, 2020

 

 

NOTE 1 – ORGANIZATION

 

ETFMG Prime Junior Silver Miners ETF (“SILJ”), ETFMG Prime Cyber Security ETF (“HACK”), ETFMG Prime Mobile Payments ETF (“IPAY”), ETFMG Travel Tech ETF (“AWAY”), ETFMG Sit Ultra Short ETF (“VALT”), and ETFMG Treatments, Testing and Advancements ETF (GERM) (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”).

 

On June 29, 2020 the Board of Trustees of the Trust approved an Agreement and Plan of Reorganization (the “Agreement”) providing for the reorganization of IPAY and HACK into corresponding new funds, the ISE Mobile Payments ETF and the ISE Cyber Security ETF (collectively, the “Acquiring Funds”), which are newly created series of ETF Series Solutions, with similar investment objectives and lower fees and expenses than IPAY or HACK (the “Reorganization”). The Reorganization is subject to certain conditions including approval by shareholders of IPAY and HACK, respectively. Shareholders of record, as of July 10, 2020, have received proxy materials soliciting their vote with respect to the proposed Reorganization. Pursuant to the Agreement and upon shareholder approval, each of IPAY and HACK will transfer all of its assets to the respective Acquiring Fund in return for shares of beneficial interest of the Acquiring Fund and each Acquiring Fund will assume all of the respective liabilities of IPAY and HACK, respectively. Exchange Traded Concepts, LLC (“ETC”) is the investment adviser to the Acquiring Funds. The Joint Special Meeting of Shareholders of IPAY and HACK (the “Special Meeting”), originally scheduled to be held on October 9, 2020, has been adjourned until December 7, 2020. If approved at the Special Meeting, shareholders of IPAY and HACK will become shareholders of the respective Acquiring Fund. The proposed Reorganization is expected to be a tax-free transaction for federal income tax purposes.

 

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

 

Fund Ticker

Strategy

Commencement

Date

Strategy
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”).
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”).
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”).
VALT 10/8/2019 Seeks to achieve its investment objective by investing in a diversified portfolio of high-quality short-term U.S. dollar denominated domestic and foreign debt securities and other instruments.
AWAY 2/12/2020 Seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of the Prime Travel Technology Index NTR (the “Index”).
GERM 6/17/2020 The Fund’s investment objective seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of the Prime Treatments, Testing and Advancements Index.

 

59 

 

ETFMG™ ETFs

 

NOTES TO FINANCIAL STATEMENTS 

September 30, 2020 (Continued)

 

 

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.

 

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

 

The Funds 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 an underlying Fund’s operations and policies, please refer to that 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.

 

60 

 

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NOTES TO FINANCIAL STATEMENTS 

September 30, 2020 (Continued)

 

 

Debt obligations are generally valued on the basis of valuations provided by third party pricing services, as derived from such services’ pricing models. Inputs to the models may include, but are not limited to, reported trades, executable bid and ask prices, broker/dealer quotations, prices or yields of securities with similar characteristics, interest rates, anticipated prepayments, benchmark curves or information pertaining to the issuer, as well as industry and economic events. The pricing services may use a matrix approach, which considers information regarding securities with similar characteristics to determine the valuation for a security.

 

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, 2020, 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.

 


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.

 

61 

 

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NOTES TO FINANCIAL STATEMENTS 

September 30, 2020 (Continued)

 

 

The following is a summary of the inputs used to value the Funds’ net assets as of September 30, 2020:

 

SILJ                        
Assets^   Level 1     Level 2     Level 3     Total  
Common Stocks   $ 401,491,317     $ 5,298,283     $     $ 406,789,600  
Short Term Investments     2,651,352                   2,651,352  
Total Investments in Securities   $ 404,142,699     $ 5,298,283     $     $ 409,440,952  

 

HACK                        
Assets^   Level 1     Level 2     Level 3     Total  
Common Stocks   $ 1,484,456,548
  $ 10,707,919     $     $ 1,495,164,467  
Short Term Investments     8,840,046                   8,840,046  
ETFMG Sit Ultra Short ETF**     49,785,000                   49,785,000  
Investments Purchased with Securities Lending Collateral*                       182,465,962  
Total Investments in Securities   $ 1,543,081,594     $ 10,707,919     $     $ 1,736,255,475  

 

IPAY                        
Assets^   Level 1     Level 2     Level 3     Total  
Common Stocks   $ 793,283,252     $     $     $ 793,283,252  
Short Term Investments     3,816,328                   3,816,328  
ETFMG Sit Ultra Short ETF**     29,871,000                   29,871,000  
Investments Purchased with Securities Lending Collateral*                       60,574,592  
Total Investments in Securities   $ 826,970,580     $     $     $ 887,545,172  

 

VALT                        
Assets^   Level 1     Level 2     Level 3     Total  
Fixed Income                                
Asset Backed Securities   $     $ 2,891,580     $     $ 2,891,580  
Coporate Obligations           97,877,779             97,877,779  
Municipal Obligations           236,039             236,039  
Short Term Investments     4,221,375                   4,221,375  
Total Investments in Securities   $ 4,221,375     $ 101,005,398     $     $

105,226,773


 

AWAY                        
Assets^   Level 1     Level 2     Level 3     Total  
Common Stocks   $ 12,291,780
  $ 2,734,940     $     $ 15,026,720  
Short Term Investments     88,311                   88,311  
Investments Purchased with Securities Lending Collateral*                       2,198,966  
Total Investments in Securities   $ 12,380,091     $ 2,734,940     $     $ 17,313,997  

 

62 

 

ETFMG™ ETFs

 

NOTES TO FINANCIAL STATEMENTS 

September 30, 2020 (Continued)

 

 

GERM                        
Assets^   Level 1     Level 2     Level 3     Total  
Common Stocks   $ 53,771,017     $     $     $ 53,771,017  
Short Term Investments     252,244                   252,244  
ETFMG Sit Ultra Short ETF**     1,244,625                   1,244,625  
Investments Purchased with Securities Lending Collateral*                       15,954,137  
Total Investments in Securities   $ 55,267,886
  $     $     $ 71,222,023  

 

^ 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.
** Investment was purchased with collateral.

 

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’ 2020 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.

 

As of September 30, 2020, management has reviewed the tax positions for open periods (for Federal purposes, four 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.

 

63 

 

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NOTES TO FINANCIAL STATEMENTS 

September 30, 2020 (Continued)

 

 

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.

 

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, other than VALT, are not actively managed (“Index Funds”). Therefore, those Funds follow the securities included in its respective index during upturns as well as downturns. Because of their indexing strategies, the Index Funds do not take steps to reduce market exposure or to lessen the effects of a declining market. In addition, because of the Index Funds’ expenses, the Index 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.

 

64 

 

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NOTES TO FINANCIAL STATEMENTS 

September 30, 2020 (Continued)

 

  

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.

 

Natural Disaster/Epidemic Risk. Natural or environmental disasters, such as earthquakes, fires, floods, hurricanes, tsunamis and other severe weather-related phenomena generally, and widespread disease, including pandemics and epidemics (for example, the novel coronavirus COVID-19), have been and can be highly disruptive to economies and markets and have recently led, and may continue to lead, to increased market volatility and significant market losses. Such natural disaster and health crises could exacerbate political, social, and economic risks previously mentioned, and result in significant breakdowns, delays, shutdowns, social isolation, and other disruptions to important global, local and regional supply chains affected, with potential corresponding results on the operating performance of the Funds and their investments. A climate of uncertainty and panic, including the contagion of infectious viruses or diseases, may adversely affect global, regional, and local economies and reduce the availability of potential investment opportunities, and increase the difficulty of performing due diligence and modeling market conditions, potentially reducing the accuracy of financial projections. Under the circumstances, the Funds may have difficulty achieving their investment objectives which may adversely impact performance. Further, such events can be highly disruptive to economies and markets, significantly disrupt the operations of individual companies (including, but not limited to, the Funds’ Sponsor and third party service providers), sectors, industries, markets, securities and commodity exchanges, currencies, interest and inflation rates, credit ratings, investor sentiment, and other factors affecting the value of the Funds’ investments. These factors can cause substantial market volatility, exchange trading suspensions and closures and can impact the ability of the Funds to complete redemptions and otherwise affect Fund performance and Fund trading in the secondary market. A widespread crisis may also affect the global economy in ways that cannot necessarily be foreseen at the current time. How long such events will last and whether they will continue or recur cannot be predicted. Impacts from these events could have significant impact on a Fund’s performance, resulting in losses to the Funds.

 

NOTE 4 – MANAGEMENT AND OTHER CONTRACTS

 

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.

 

65 

 

ETFMG™ ETFs

 

NOTES TO FINANCIAL STATEMENTS 

September 30, 2020 (Continued)

 

  

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 %
VALT   0.30 %
AWAY   0.75 %
GERM   0.68 %

 

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 Advisor has entered into an agreement with its affiliate ETFMG Financial, LLC to serve as distributor to the Funds (the “Distributor”). The Distributor provides marketing support for the Funds, including distributing marketing materials related to the Funds. Level ETF Ventures, LLC (“Level”) serves as the index provider for SILJ, HACK, IPAY, AWAY, and GERM. Level is not affiliated with the Trust or the Advisor.

 

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 period ended September 30, 2020, the Funds did not incur any 12b-1 expenses.

 

66 

 

 

ETFMG™ ETFs

  

NOTES TO FINANCIAL STATEMENTS

September 30, 2020 (Continued)

 

 

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 period ended September 30, 2020:

 

      Purchases     Sales  
SILJ   $ 82,134,014     $ 85,217,664  
HACK     542,675,417       481,600,274  
IPAY     164,530,503       128,245,929  
VALT     244,492,205       142,707,118  
AWAY     4,819,890       3,538,947  
GERM     7,637,241       7,592,700  

 

The costs of purchases and sales of in-kind transactions associated with creations and redemptions during the period ended September 30, 2020:

  

       Purchases In-Kind     Sales In-Kind  
SILJ   $ 328,291,084     $ 89,499,242  
HACK     249,703,827       472,124,122  
IPAY     445,606,033       501,242,896  
VALT            
AWAY     16,337,598       1,635,738  
GERM     75,343,742       14,088,633  

 

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 period ended September 30, 2020.

 

NOTE 7 — SECURITIES LENDING

 

The Funds, except for SILJ and VALT, 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 period ended September 30, 2020, 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, either directly on behalf of each Fund or through one or more joint accounts, money market funds, or short-term bond funds, including those advised by or affiliated with the Advisor; however, all 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. Other investment companies in which a Fund may invest cash collateral can be expected to incur fees and expenses for operations, such as investment advisory and administration fees, which would be in addition to those incurred by the Fund, and which may be received in full or in part by the Advisor. Pursuant to guidance issued by the SEC staff, fees and expenses of money market funds used for cash collateral received in connection with loans of securities are not treated as Acquired Fund Fees and Expenses, which reflect a Fund’s pro rata share of the fees and expenses incurred by other investment companies in which the Fund invests (as disclosed in the Prospectus, as applicable). 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.

 

67 

 

ETFMG™ ETFs

  

NOTES TO FINANCIAL STATEMENTS

September 30, 2020 (Continued)

 

 

As of the period ended September 30, 2020 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   $ 223,505,160     $ 230,165,962  
IPAY     87,277,461       89,194,593  
AWAY     2,066,950       2,198,966  
GERM     16,745,538       17,198,112  

 

*  The cash collateral received was invested in the Mount Vernon Liquid Assets Portfolio, a money market fund with an overnight and continuous maturity, and ETFMG Sit Ultra Short ETF 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, 2020 were as follows:

 

    Cost     Gross
Unrealized
Appreciation
    Gross
Unrealized
Depreciation
    Net Unrealized Appreciation (Depreciation)  
SILJ   $ 380,118,215
  $ 71,538,065     $ (42,215,328 )   $ 29,322,737  
HACK     1,592,035,516       276,804,520       (132,584,561 )     144,219,959  
IPAY     834,183,894       133,568,333       (80,211,507 )     53,356,826  
VALT     104,598,990       648,594       (20,811 )     627,783  
AWAY     18,518,532       734,322       (1,917,702 )     (1,183,380 )
GERM     76,989,904       2,005,700       (7,773,581 )     (5,767,881 )

 

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.

 

68 

 

ETFMG™ ETFs

  

NOTES TO FINANCIAL STATEMENTS

September 30, 2020 (Continued)

 

 

As of September 30, 2020, 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   $ 6,942,754     $     $ 6,942,754     $ (37,341,642 )   $ (1,076,151 )
HACK     267,547             267,547       (197,892,099 )     (53,404,593 )
IPAY                       (45,544,647 )     7,812,179  
VALT     88,164             88,164       (1,414,692 )     (698,745 )
AWAY     24,389             24,389       (59,289 )     (1,218,280 )
GERM     95,210             95,210       (2,212,292 )     (7,884,963 )

 

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, 2020, the Funds had accumulated capital loss carryovers of:

 

    Capital Loss
Carryforward ST
    Capital Loss
Carryforward LT
    Expires  
SILJ   $ (19,782,810 )   $ (17,555,549 )   Indefinite  
HACK     (86,782,369 )     (111,109,228 )   Indefinite  
IPAY     (21,125,249 )     (24,081,540 )   Indefinite  
VALT     (1,414,692 )         Indefinite  
AWAY     (59,402 )         Indefinite  
GERM     (2,212,292 )         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, 2020.

 

    Late Year
Ordinary Loss
    Post-October
Capital Loss
 
SILJ   $     $  
HACK            
IPAY     (339,075 )      
VALT            
AWAY            
GERM            

 

69 

 

ETFMG™ ETFs

  

NOTES TO FINANCIAL STATEMENTS

September 30, 2020 (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, 2020, the following table shows the reclassifications made:

 

    Total
Distributable Earnings/(Loss)
    Paid-In Capital  
SILJ   $ (26,183,146 )   $ 26,183,146  
HACK     (97,703,159 )     97,703,159  
IPAY     (85,320,028 )     85,320,028  
VALT            
AWAY     (262,310 )     262,310  
GERM     (1,637,113 )     1,637,113  

 

The tax character of distributions paid during the year ended September 30, 2020, and the year ended September 30, 2019 were as follows:

 

    Year Ended September 30, 2020     Year Ended September 30, 2019  
    From
Ordinary
Income
    From
Capital
Gains
    From
Ordinary
Income
    From
Capital
Gains
 
SILJ   $ 1,980,500     $     $ 815,294     $  
HACK     21,333,000             2,039,082        
IPAY     216,000             1,559,846       726,561  
VALT     1,250,256                    
AWAY                        
GERM                        

 

NOTE 9 – INVESTMENTS IN AFFILIATES


HACK

 

HACK owned 5% or more of the voting securities of the following companies during the period ended September 30, 2020. Transactions during the period in these securities were as follows:

 

Security Name   Value at
September 30,
2019
  Purchases   Sales   Realized
Gain
(Loss)(1)
  Change in
Unrealized
Appreciation (Depreciation)
  Dividend
Income
  Value at
September 30,
2020
  Ending
Shares
 
SecureWorks Corp *   $ 10,121,746   $ 8,012,799   $ (3,131,366 ) $ 90,372   $ (2,292,854 ) $   $ 12,800,697     1,123,854  
ETFMG Sit Ultra Short ETF *         50,108,877             (323,877 ) $     49,785,000     1,000,000  
Tufin Software Technologies Ltd.*     40,242,313     14,676,276     (22,762,578 )   (17,877,504 )   2,378,796   $     16,657,303     2,019,067  
Total   $ 50,364,059   $ 72,797,952   $ (25,893,944 ) $ (17,787,132 ) $ (237,935 ) $   $ 79,243,000     4,142,921  

 

70 

 

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NOTES TO FINANCIAL STATEMENTS

September 30, 2020 (Continued)

 

 

SILJ

 

SILJ owned 5% or more of the voting securities of the following companies during the period ended September 30, 2020. Transactions during the period in this security were as follows:

 

 

Security Name   Value at
September 30,
2019
  Purchases   Sales   Realized
Gain
(Loss)(1)
  Change in
Unrealized
Appreciation (Depreciation)
  Dividend
Income
  Value at
September 30,
2020
  Ending
Shares
 
Kootenay Silver, Inc.*   $ 760,917   $ 2,042,984   $ (1,652,773 ) $ (26,678 ) $ 247,517   $   $ 1,371,967     4,807,480  
New Gold, Inc. *         5,728,773     (1,213,530 )   292,379     1,474,329         6,281,951     3,684,904  
Total   $ 760,917   $ 7,771,757   $ (2,866,303 ) $ 265,701   $ 1,721,846   $   $ 7,653,918     8,492,384  

 

IPAY

 

IPAY owned 5% or more of the voting securities of the following company during the period ended September 30, 2020. Transactions during the period in this security was as follows:

 

Security Name   Value at
September 30,
2019
  Purchases   Sales   Realized
Gain
(Loss)(1)
  Change in
Unrealized
Appreciation (Depreciation)
  Dividend
Income
  Value at
September 30,
2020
  Ending
Shares
 
ETFMG Sit Ultra Short ETF *   $   $ 30,082,267   $   $   $ (211,267 ) $   $ 29,871,000     600,000  

 

GERM

 

GERM owned 5% or more of the voting securities of the following company during the period ended September 30, 2020. Transactions during the period in this security was as follows:

 

Security Name   Value at
September 30,
2019
  Purchases   Sales   Realized
Gain
(Loss)(1)
  Change in
Unrealized
Appreciation (Depreciation)
  Dividend
Income
  Value at
September 30,
2020
  Ending Shares  
ETFMG Sit Ultra Short ETF *   $   $ 1,243,975   $   $   $ 650   $   $ 1,244,625     25,000  

 

*Affiliate as of September 30, 2020.

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

 

As of September 30, 2020, 85.88% of outstanding shares of VALT were owned by affiliates.

 

NOTE 10 – LEGAL MATTERS

 

The Trust, the Adviser and certain officers of the Adviser were 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 alleged claims based on disputes arising out of contractual relationships with the Adviser relating to certain series of the Trust. The action sought damages in unspecified amounts and injunctive relief based on breach of contract, wrongful termination, and several other claims.

 

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NOTES TO FINANCIAL STATEMENTS

September 30, 2020 (Continued)

 

 

The Adviser and its parent, Exchange Traded Managers Group, LLC (the “Company”), were 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. (“Nasdaq”) captioned Nasdaq, Inc. v. Exchange Traded Managers Group, LLC et al., Case 1:17-cv-08252. This action arose out of the same facts and circumstances, and relates to the same series of the Trust, as the New Jersey litigation and asserted claims for breach of contract, conversion and certain other claims. The matter was the subject of a bench trial in May 2019, and on December 20, 2019, the Court issued an Opinion and Order awarding compensatory damages to Plaintiff in the amount of $78,403,172.36, plus prejudgment interest. The Court also denied Plaintiff’s requests for punitive damages and equitable relief.

 

On May 1, 2020, Nasdaq, PureShares LLC (“PureShares”), and the Company announced a global settlement that resolves all claims in both the PureShares action and the Nasdaq action. The settlement is subject to ongoing negotiations and approvals among independent third parties. As part of the settlement, Nasdaq and the Company have agreed to certain cash payments from the Company to Nasdaq and PureShares, and have executed an asset purchase agreement to transfer certain Company intellectual property and related assets, to a Nasdaq affiliate. If the events set forth in the settlement agreement do not occur, and a subsequent settlement is not reached, the resulting conditions may adversely affect the Adviser’s future operations. However, 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 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.

 

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Report of Independent Registered Public Accounting Firm

 

To the Board of Trustees of ETF Managers Trust and the Shareholders of ETFMG Prime Junior Silver Miners ETF, ETFMG Prime Cyber Security ETF, ETFMG Prime Mobile Payments ETF, ETFMG Sit Ultra Short ETF, ETFMG Travel Tech ETF and ETFMG Treatments, Testing and Advancements 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 Miners ETF, ETFMG Prime Cyber Security ETF, ETFMG Prime Mobile Payments ETF, ETFMG Sit Ultra Short ETF, ETFMG Travel Tech ETF and ETFMG Treatments, Testing and Advancements ETF (collectively the “Funds”) (certain of the Funds comprising ETF Managers Trust) as of September 30, 2020, 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, 2020, 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, 2020 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 30, 2020

 

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ETFMG Treatments, Testing and Advancements ETF

 

APPROVAL OF ADVISORY AGREEMENT AND BOARD CONSIDERATIONS

For the Period Ended September 30, 2020 (Unaudited)

 

 

Pursuant to Section 15(c) of the Investment Company Act of 1940 (the “1940 Act”), at a meeting held on June 9, 2020, the Board of Trustees (the “Board”) of ETF Managers Trust (the “Trust”) considered the approval of the Amended and Restated Investment Advisory Agreement (the “Agreement”) between ETF Managers Group LLC (the “Adviser”) and the Trust, on behalf of ETFMG Treatments, Testing and Advancements ETF (the “Fund”).

 

Pursuant to Section 15 of the 1940 Act, the Agreement must be approved by the vote of a majority of the Trustees who are not parties to the Agreement or “interested persons” of any party thereto, as defined in the 1940 Act (the “Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval. In preparation for such meeting, the Board requests and reviews a wide variety of information from the Adviser.

 

In reaching its decision, the Board, including the Independent Trustees, considered all factors it believed relevant, including: (i) the nature, extent and quality of the services to be provided to the Fund’s shareholders by the Adviser; (ii) comparative fee and expense data for the Fund in relation to other similar investment companies; (iii) the extent to which economies of scale may be realized as the Fund grows and whether the proposed advisory fee for the Fund reflects these expected economies of scale for the benefit of the Fund; and (iv) other financial benefits to the Adviser and its affiliates resulting from services to be rendered to the Fund. The Board’s review included written and oral information furnished to the Board prior to and at the meeting held on June 9, 2020, and throughout the year. Among other things, the Adviser provided responses to detailed series of questions, which included information about the Adviser’s operations, service offerings, personnel, compliance program and financial condition. Representatives of the Adviser discussed the services to be provided to the Fund, the rationale for launching the Fund, and the Fund’s proposed fees in comparison to the fees of comparable investment companies. The Board then discussed the written and oral information that it received before the meeting and throughout the year, and the Adviser’s oral presentation and any other information that the Board received at the meeting, and deliberated on the approval of the Agreement in light of this information.

 

The Independent Trustees were assisted throughout the contract review process by independent legal counsel. The Independent Trustees relied upon the advice of such counsel and their own business judgment in determining the material factors to be considered in evaluating the approval of the Agreement, and the weight to be given to each such factor. The conclusions reached with respect to the Agreement were based on a comprehensive evaluation of all the information provided and not any single factor. Moreover, each Trustee may have placed varying emphasis on particular factors in reaching conclusions with respect to the Fund. The matters discussed were also considered separately by the Independent Trustees in executive session with independent legal counsel, at which no representatives of management were present.

 

Nature, Extent and Quality of Services Provided.

The Trustees considered the scope of services to be provided under the Advisory Agreement, noting that the Adviser would be providing investment advisory services to the Fund. The Board discussed the responsibilities of the Adviser, including: the investment of the Fund’s assets in accordance with its investment objective and monitoring compliance with various fund policies and procedures and with applicable securities regulations, and arranging for transfer agency, custody, fund administration, and all other non-distribution related services necessary for the Fund to operate. In considering the nature, extent and quality of the services provided by the Adviser, the Board considered the qualifications, experience and responsibilities of the Adviser’s investment personnel, the quality of the Adviser’s compliance infrastructure, and the determination of the Trust’s Chief Compliance Officer that the Adviser has appropriate compliance policies and procedures in place that are reasonably designed to prevent violations of the Federal Securities laws. The Board also considered the Adviser’s experience managing ETFs.

 

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ETFMG Treatments, Testing and Advancements ETF

 

APPROVAL OF ADVISORY AGREEMENT AND BOARD CONSIDERATIONS

For the Period Ended September 30, 2020 (Unaudited) (Continued)

 

 

Based on the factors above, as well as those discussed below, the Board concluded that it was satisfied with the nature, extent and quality of the services to be provided to the Fund by the Adviser.

 

Historical Performance.

The Board noted that the Fund had not yet commenced operations and that therefore there was no prior performance to review.

 

Cost of Services Provided, Fall-Out Benefits and Economies of Scale.

The Board reviewed the proposed investment advisory fee for the Fund and compared it to the total operating expenses of other funds in the industry falling within the same style category, or peer group, as the Fund, as determined by a third-party service provider and the Adviser. The Board noted that the expense ratio for the Fund was higher than the average and median expense ratios for its peer ETFs, but within the range of expense ratios of the peer ETFs. In response to questions from the Independent Trustees, Mr. Masucci explained that there are limited true peers for the Fund because of its niche strategy.

 

The Board also noted the importance of the fact that the advisory fee for the Fund was a “unified fee,” meaning that the shareholders of the Fund would pay no expenses other than the advisory fee, 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 (such as, among other things and subject to Board approval, certain proxy solicitation costs and non-standard Board-related expenses and litigation against the Board, Trustees, Fund, Adviser, and officers of the Adviser), and distribution (12b-1) fees and expenses (the “Excluded Expenses”). The Board also noted that the Adviser would be responsible for compensating the Fund’s other service providers and paying the Fund’s other expenses out of its own fee and resources. The Board further noted that because the Fund was new, it was difficult to estimate the profitability of the Fund to the Adviser. The Board, however, considered whether there were any collateral or “fall-out” benefits that ETFMG and its affiliates may derive as a result of their relationship with the Fund. The Board noted services provided to the Adviser by certain brokerage firms.

 

The Board noted that because the Fund was new, it also was difficult to estimate whether the Fund would experience economies of scale. The Board noted that the Adviser will review expenses as the Fund’s assets grow. The Board determined to evaluate economies of scale on an ongoing basis if the Fund achieved asset growth.

 

In its deliberations, the Board did not identify any single piece of information discussed above that was all-important, controlling or determinative of its decision. Based on the Board’s deliberations and its evaluation of the information described above, the Board, including the Independent Trustees, unanimously: (a) concluded that the terms of the Agreement are fair and reasonable; (b) concluded that the Adviser’s fees are reasonable in light of the services that the Adviser will provide to the Fund; and (c) approved the Agreement for an initial term of two years.

 

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EXPENSE EXAMPLES

Six Months Ended September 30, 2020 (Unaudited)

 

 

As a shareholder of the Funds you incur two types of costs: (1) transaction costs, including brokerage commissions on purchases and sales of Fund shares, and (2) ongoing costs, including management fees and other Fund expenses. 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 for the period of time as indicated in the table below.

 

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.

 

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EXPENSE EXAMPLES 

Six Months Ended September 30, 2020 (Unaudited)(Continued)

 

 

                    Annualized  
                          Expense Ratio  
      Beginning                   During the  
      Account       Ending           Period April 1,  
      Value       Account Value     Expenses Paid     2020 to  
      April 1,       September 30,     During the     September 30,  
Fund Name     2020       2020     Period     2020  
ETFMG Prime Junior Silver Miners ETF                            
Actual   $ 1,000.00     $ 2,046.90   $ 5.26 1   0.69 %
Hypothetical (5% annual)     1,000.00       1,021.55     3.49 1   0.69 %
ETFMG Prime Cyber Security ETF                            
Actual     1,000.00       1,299.20     3.45 1   0.60 %
Hypothetical (5% annual)     1,000.00       1,022.00     3.03 1   0.60 %
ETFMG Prime Mobile Payments ETF                            
Actual     1,000.00       1,450.70     4.60 1   0.75 %
Hypothetical (5% annual)     1,000.00       1,021.25     3.79 1   0.75 %
ETFMG Travel Tech ETF                            
Actual     1,000.00       1,322.50     4.35 1   0.75 %
Hypothetical (5% annual)     1,000.00       1,021.25     3.79 1   0.75 %
ETFMG Sit Ultra Short ETF                            
Actual     1,000.00       1,044.00     1.53 1   0.30 %
Hypothetical (5% annual)     1,000.00       1,023.50     1.52 1   0.30 %
ETFMG Treatments, Testing and Advancements ETF                            
Actual     1,000.00       1,108.20     2.08 2   0.68 %
Hypothetical (5% annual)     1,000.00       1,011.08     3.42 2   0.68 %

 

1 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 183/366 (to reflect the one-half year period).

 

2 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 106/366 (to reflect the one-half year period).

 

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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 of Exchange Traded Managers Group LLC (since 2013); ETF Managers Group LLC (since 2016); ETFMG Financial LLC (since 2017); ETF Managers Capital LLC (commodity pool operator) (since 2014); and 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);

12 None

John A.

Flanagan (1946)

Treasurer

(since 2015)

President, John A. Flanagan CPA, LLC (accounting services) (since 2010); Chief Financial Officer and Treasurer of Exchange Traded Managers Group LLC (since 2015); ETF Managers Group LLC (since 2016); and 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 of ETFMG Financial LLC (since 2017); ETF Managers Group LLC

(since 2016); ETF Managers Capital LLC (since 2016); and Partner, Crow & Cushing (law firm) (2007-2016).

N/A N/A

Matthew J.

Bromberg

(1973)

Assistant

Secretary

(since 2020)

General Counsel and Secretary of Exchange Traded Managers Group LLC (since 2020);

ETF Managers Group LLC (since 2020); ETFMG Financial LLC (since 2020); ETF Managers Capital LLC (since 2020); Partner of Dorsey & Whitney LLP (law firm) (2019-2020); General Counsel of WBI Investments, Inc.

(2016-2019); Millington Securities, Inc. (2016-2019); and Partner of Reed Smith (law firm) (2015-2016)

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

 

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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

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). 12 None

Eric Weigel

(1960)

Trustee (since

2020)

Senior Portfolio Manager, Little House Capital (2019-present); Managing Partner, Global Focus Capital LLC (2013-present); Chief Investment Officer, Insight Financial Strategist LLC (2017-2018)

12 None

 

 

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ETFMG™ ETFs

 

SUPPLEMENTARY INFORMATION

September 30, 2020

 

 

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, 2020, 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 13.35%
HACK 100.00%
IPAY 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, 2020 was as follows:

 

Fund Name Dividends Received Deduction
SILJ 1.49%
HACK 100.00%
IPAY 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 each Fund were as follows:

 

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

 

During the year ended September 30, 2020, 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, 2020. Foreign taxes paid for purposes of Section 853 may be less than actual foreign taxes paid for financial statement purposes.

 

              Per Share        
                          Shares  
    Gross Foreign   Foreign Taxes   Gross Foreign   Foreign Taxes     Outstanding at  
Fund   Source Income   Passthrough   Source Income   Passthrough     9/30/20  
SILJ   $ 462,841   $ 64,426   $ 0.01563652   $ 0.00234548     $ 29,600,000  

 

 

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ETFMG™ ETFs

 

SUPPLEMENTARY INFORMATION

September 30, 2020 (Unaudited) (Continued)

 

 

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.etfmgfunds.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.etfmgfunds.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.etfmgfunds.com. Read the prospectus carefully before investing.

 

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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.

 

82

 

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, 2020

 

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, 2020

 

 

  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 30
   
Expense Example 31
   
Supplementary Information 32
   
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, 2019 to September 30, 2020. During this period, market disruptions associated with the COVID-19 pandemic have had a global impact, and uncertainty regarding the long-term implications continues to exist. Such disruptions, along with various government orders and precautionary measures such as social distancing, business shutdowns and similar policies, led to a reduction in global economic activity. These policies have also resulted in periods of high market volatility which can adversely affect assets of the Fund and thus Fund performance. During the reporting period the COVID-19 pandemic contributed to approximately a five-fold increase in volatility for the broad market (represented by the Chicago Board Options Exchange Volatility Index).

 

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, 2020, the total return for the Fund was 12.59% while the total return for the Index was 12.13%. The best performers in the Fund on the basis of contribution to its return were Tesla, Zoom Video Communications, and GenMark Diagnostics, while the worst performers were Brink’s, Herman Miller, and United Airline Holdings.

 

During the reporting period, the Fund saw an average approximate allocation of 9% of its total assets to Semiconductors & Semiconductor Equipment, 7% to Capital Markets, 6% to Machinery and 6% to Health Care Equipment & Supplies.

 

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.

 

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 1 Year Since Inception Value of $10,000
Year Ended September 30, 2020 Return (11/18/2015) (9/30/2020)
Etho Climate Leadership U.S. ETF (NAV) 12.59% 13.42% $18,460
Etho Climate Leadership U.S. ETF (Market) 12.86% 13.47% $18,504
S&P 500 Index 15.15% 12.58% $17,803
Etho Climate Leadership Index - U.S. 12.13% 12.85% $18,013

 

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, 2020 (Unaudited)*

 

          % of Total
    Security     Investments
1   ETFMG Sit Ultra Short ETF   2.36%
2   Tesla, Inc.   0.98%
3   GenMark Diagnostics, Inc.   0.83%
4   Zoom Video Communications, Inc. - Class A   0.77%
5   Beyond Meat, Inc.   0.60%
6   Aaron’s, Inc.   0.60%
7   SunPower Corp.   0.59%
8   CoreLogic, Inc.   0.53%
9   Advanced Drainage Systems, Inc.   0.51%
10   Hannon Armstrong Sustainable Infrastructure Capital, Inc.   0.50%
    Top Ten Holdings 8.27% 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

 

Past performance is not indicative of future return. A fund’s performance for very short time periods may not be indicative of future performance.

 

ETHO

 

The ETHO Climate Leadership US ETF (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”).

 

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 Fund’s return may not match or achieve a high degree of correlation with the return of the Etho Climate Leadership Index — US. 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.

 

Unlike with an actively managed fund, the Fund’s adviser does not use techniques or defensive strategies designed to lessen the effects of market volatility or to reduce the impact of periods of market decline. This means that, based on market and economic conditions, the Fund’s performance could be lower than other types of funds that may actively shift their portfolio assets to take advantage of market opportunities or to lessen the impact of a market decline.

 

Natural or environmental disasters, such as earthquakes, fires, floods, hurricanes, tsunamis and other severe weather-related phenomena generally, and widespread disease, including pandemics and epidemics, have been and may be highly disruptive to economies and markets, adversely impacting individual companies, sectors, industries, markets, currencies, interest and inflation rates, credit ratings, investor sentiment, and other factors affecting the value of the Fund’s investments. Given the increasing interdependence among global economies and markets, conditions in one country, market, or region are increasingly likely to adversely affect markets, issuers, and/or foreign exchange rates in other countries, including the U.S. Any such events could have a significant adverse impact on the value of the Fund’s investments.

 

ETF Managers Group LLC serves as the investment adviser to the Fund.

 

The Fund is distributed by ETFMG Financial LLC. ETF Managers Group LLC and ETFMG Financial LLC are wholly owned subsidiaries of Exchange Traded Managers Group LLC (collectively, “ETFMG”). ETFMG is not affiliated with Etho Capital.

 


5

 

Etho Climate Leadership U.S. ETF

 

PORTFOLIO ALLOCATIONS

As of September 30, 2020 (Unaudited)

 

 
     
    Etho Climate
    Leadership U.S.
    ETF
As a percent of Net Assets:        
Singapore     0.1 %
United States     98.9  
Closed-End Funds     0.4  
Exchange Traded Funds     2.7  
Short-Term and other Net Assets (Liabilities)     (2.1
)
 
    100.0 %

 

6

 

Etho Climate Leadership U.S. ETF

 

Schedule of Investments

September 30, 2020

 

 
             
    Shares     Value  
COMMON STOCKS - 99.0%                
Singapore - 0.1%                
Semiconductors & Semiconductor Equipment - 0.1%                
Maxeon Solar Technologies, Ltd. (a)(b)     6,246     $ 105,932  
                 
United States - 98.9%                
Automobiles - 1.1%                
Tesla, Inc. (b)     2,419       1,037,775  
Banks - 3.5%                
Bank of Hawaii Corp.     4,618       233,301  
Comerica, Inc.     8,745       334,496  
Commerce Bancshares, Inc. (a)     5,047       284,096  
Cullen/Frost Bankers, Inc. (a)     4,570       292,252  
First Republic Bank     3,087       336,668  
M&T Bank Corp.     2,467       227,186  
Popular, Inc.     7,305       264,952  
South State Corp.     4,342       209,067  
SVB Financial Group (b)     1,676       403,280  
Truist Financial Corp.     8,298       315,739  
Zions Bancorp NA     9,543       278,846  
Total Banks             3,179,883  
Biotechnology - 1.7%                
Agios Pharmaceuticals, Inc. (a)(b)     7,141       249,935  
Alnylam Pharmaceuticals, Inc. (b)     2,327       338,811  
Ionis Pharmaceuticals, Inc. (b)     5,358       254,237  
Seattle Genetics, Inc. (b)     2,195       429,540  
Vertex Pharmaceuticals, Inc. (b)     1,064       289,536  
Total Biotechnology             1,562,059  
Building Products - 2.0%                
Advanced Drainage Systems, Inc.     8,618       538,109  
Apogee Enterprises, Inc.     12,328       263,449  
Armstrong World Industries, Inc.     3,195       219,848  
Lennox International, Inc. (a)     1,397       380,836  
Simpson Manufacturing Co., Inc.     4,095       397,870  
Total Building Products             1,800,112  

 

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

 


7

 

Etho Climate Leadership U.S. ETF

 

Schedule of Investments

September 30, 2020 (Continued)

 

 
             
    Shares     Value  
Capital Markets - 6.4%                
Ares Management Corp. - Class A (a)     8,252     $ 333,546  
Cboe Global Markets, Inc.     2,845       249,620  
Charles Schwab Corp. (a)     7,563       274,007  
CME Group, Inc.     1,469       245,778  
E*TRADE Financial Corp.     7,400       370,370  
Eaton Vance Corp.     7,970       304,056  
FactSet Research Systems, Inc. (a)     973       325,838  
Federated Hermes, Inc.     13,415       288,557  
Intercontinental Exchange, Inc.     3,144       314,557  
KKR & Co, Inc. (a)     10,836       372,107  
MarketAxess Holdings, Inc.     762       366,972  
Morningstar, Inc.     2,182       350,451  
MSCI, Inc.     878       313,253  
Nasdaq, Inc.     2,676       328,372  
Northern Trust Corp.     3,376       263,227  
S&P Global, Inc.     1,035       373,220  
SEI Investments Co.     5,491       278,504  
T. Rowe Price Group, Inc.     2,608       334,398  
Total Capital Markets             5,686,833  
Chemicals - 1.2%                
Air Products & Chemicals, Inc.     1,274       379,474  
Albemarle Corp. (a)     4,508       402,473  
Ecolab, Inc.     1,628       325,340  
Total Chemicals             1,107,287  
Commercial Services & Supplies - 2.2%                
Brink’s Co.     4,895       201,136  
Cintas Corp.     1,462       486,596  
Clean Harbors, Inc. (b)     4,935       276,508  
Rollins, Inc.     7,020       380,414  
Stericycle, Inc. (b)     5,215       328,858  
Waste Management, Inc.     2,747       310,878  
Total Commercial Services & Supplies             1,984,390  
Communications Equipment - 1.8%                
Arista Networks, Inc. (a)(b)     1,250       258,663  
Ciena Corp. (b)     6,364       252,587  
Cisco Systems, Inc.     6,481       255,287  
F5 Networks, Inc. (b)     2,375       291,578  
Motorola Solutions, Inc. (a)     1,912       299,820  
Viavi Solutions, Inc. (b)     22,601       265,110  
Total Communications Equipment             1,623,045  
Construction & Engineering - 0.6%                
EMCOR Group, Inc.     4,138       280,184  
Northwest Pipe Co. (b)     11,386       301,274  
Total Construction & Engineering             581,458  
Consumer Finance - 0.3%                
American Express Co.     2,968       297,542  

 

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

 


8

 

Etho Climate Leadership U.S. ETF

 

Schedule of Investments

September 30, 2020 (Continued)

 

 
             
    Shares     Value  
Containers & Packaging - 0.7%                
AptarGroup, Inc.     2,556     $ 289,339  
Avery Dennison Corp.     2,495       318,961  
Total Containers & Packaging             608,300  
Distributors - 0.4%                
Genuine Parts Co.     3,786       360,314  
Diversified Consumer Services - 1.1%                
Graham Holdings Co. - Class B     747       301,870  
H&R Block, Inc.     18,217       296,755  
Service Corp. International     6,500       274,170  
Strategic Education, Inc.     1,817       166,201  
Total Diversified Consumer Services             1,038,996  
Diversified Financial Services - 0.6%                
Cannae Holdings, Inc. (b)     7,565       281,872  
Voya Financial, Inc.     6,262       300,138  
Total Diversified Financial Services             582,010  
Diversified Telecommunication Services - 0.9%                
CenturyLink, Inc. (a)     27,251       274,963  
Cincinnati Bell, Inc. (b)     17,306       259,590  
Verizon Communications, Inc.     4,787       284,778  
Total Diversified Telecommunication Services             819,331  
Electrical Equipment - 1.8%                
AMETEK, Inc.     3,522       350,087  
Emerson Electric Co.     5,353       350,996  
Generac Holdings, Inc. (b)     2,719       526,507  
Rockwell Automation, Inc.     1,685       371,846  
Total Electrical Equipment             1,599,436  
Electronic Equipment, Instruments & Components - 4.0%                
Amphenol Corp. - Class A     3,482       376,996  
Badger Meter, Inc. (a)     4,735       309,527  
CDW Corp.     2,723       325,480  
Dolby Laboratories, Inc. - Class A     4,687       310,654  
IPG Photonics Corp. (a)(b)     2,297       390,422  
Itron, Inc. (a)(b)     4,537       275,577  
Keysight Technologies, Inc. (b)     3,027       299,007  
Littelfuse, Inc.     1,903       337,478  
National Instruments Corp.     7,697       274,783  
Trimble, Inc. (b)     7,960       387,652  
Zebra Technologies Corp. - Class A (b)     1,379       348,142  
Total Electronic Equipment, Instruments & Components             3,635,718  
Entertainment - 1.9%                
Activision Blizzard, Inc.     4,279       346,385  
Electronic Arts, Inc. (b)     2,529       329,807  
Netflix, Inc. (b)     674       337,020  
Take-Two Interactive Software, Inc. (b)     2,136       352,910  
Walt Disney Co.     2,622       325,338  
Total Entertainment             1,691,460  

 

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

 

9

 

Etho Climate Leadership U.S. ETF

 

Schedule of Investments

September 30, 2020 (Continued)

 

 
             
    Shares     Value  
Food & Staples Retailing - 0.7%                
Casey’s General Stores, Inc.     1,914     $ 340,023  
PriceSmart, Inc.     4,821       320,355  
Total Food & Staples Retailing             660,378  
Food Products - 1.8%                
Beyond Meat, Inc. (a)(b)     3,803       631,526  
Hain Celestial Group, Inc. (b)     9,755       334,597  
Lamb Weston Holdings, Inc. (a)     4,449       294,835  
McCormick & Co., Inc.     1,804       350,156  
Total Food Products             1,611,114  
Health Care Equipment & Supplies - 6.5%                
ABIOMED, Inc. (b)     1,745       483,470  
Align Technology, Inc. (a)(b)     1,456       476,636  
Becton Dickinson & Co.     1,104       256,879  
Boston Scientific Corp. (b)     7,764       296,662  
Cooper Cos.     919       309,813  
Danaher Corp.     1,831       394,269  
DexCom, Inc. (b)     940       387,496  
Edwards Lifesciences Corp. (b)     4,029       321,595  
GenMark Diagnostics, Inc. (b)     61,495       873,228  
IDEXX Laboratories, Inc. (b)     1,045       410,800  
Intuitive Surgical, Inc. (b)     511       362,575  
ResMed, Inc.     1,723       295,374  
Stryker Corp.     1,525       317,764  
Teleflex, Inc.     866       294,804  
Varian Medical Systems, Inc. (b)     2,468       424,496  
Total Health Care Equipment & Supplies             5,905,861  
Health Care Providers & Services - 2.7%                
AMN Healthcare Services, Inc. (b)     4,382       256,172  
Anthem, Inc.     1,118       300,284  
Centene Corp. (b)     4,265       248,777  
Cigna Corp.     1,429       242,087  
Humana, Inc.     807       334,009  
Laboratory Corp. of America Holdings (b)     2,004       377,293  
RadNet, Inc. (b)     24,106       370,027  
UnitedHealth Group, Inc.     1,018       317,382  
Total Health Care Providers & Services             2,446,031  
Health Care Technology - 0.7%                
Cerner Corp. (a)     4,029       291,256  
Teladoc Health, Inc. (a)(b)     1,634       358,239  
Total Health Care Technology             649,495  
Household Durables - 0.4%                
Newell Brands, Inc.     19,294       331,085  
Household Products - 0.4%                
Church & Dwight Co., Inc.     3,956       370,717  
Independent Power and Renewable Electricity Producers - 0.2%                
Ormat Technologies, Inc. (a)     3,748       221,544  

 

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

 


10

 

Etho Climate Leadership U.S. ETF

 

Schedule of Investments

September 30, 2020 (Continued)

 

 
             
    Shares     Value  
Insurance - 4.2%                
Aflac, Inc.     7,441     $ 270,480  
American Financial Group, Inc.     3,649       244,410  
Arthur J Gallagher & Co.     3,118       329,198  
Brown & Brown, Inc.     7,005       317,116  
Cincinnati Financial Corp.     3,380       263,539  
Erie Indemnity Co. - Class A (a)     1,714       360,421  
Fidelity National Financial, Inc.     10,258       321,178  
Globe Life, Inc.     3,527       281,807  
Hanover Insurance Group, Inc.     2,808       261,649  
Hartford Financial Services Group, Inc.     7,231       266,535  
Markel Corp. (b)     272       264,846  
Marsh & McLennan Cos., Inc.     2,938       336,990  
W R Berkley Corp.     4,863       297,372  
Total Insurance             3,815,541  
Interactive Media & Services - 0.9%                
Alphabet, Inc. - Class A (b)     218       319,501  
IAC/InterActiveCorp (b)     1,412       169,129  
Match Group, Inc. (b)     3,048       337,261  
Total Interactive Media & Services             825,891  
Internet & Direct Marketing Retail - 1.3%                
Amazon.com, Inc. (b)     130       409,335  
Booking Holdings, Inc. (b)     188       321,608  
eBay, Inc.     8,450       440,245  
Total Internet & Direct Marketing Retail             1,171,188  
IT Services - 4.9%                
Akamai Technologies, Inc. (a)(b)     2,769       306,085  
Automatic Data Processing, Inc.     1,861       259,591  
Broadridge Financial Solutions, Inc.     2,680       353,760  
Fidelity National Information Services, Inc.     2,086       307,080  
Fiserv, Inc. (a)(b)     2,667       274,834  
FleetCor Technologies, Inc. (b)     1,358       323,340  
Global Payments, Inc.     1,757       312,008  
Jack Henry & Associates, Inc.     1,634       265,672  
MasterCard, Inc. - Class A     1,049       354,740  
Paychex, Inc. (a)     4,054       323,388  
PayPal Holdings, Inc. (b)     2,646       521,342  
Switch, Inc. - Class A     14,989       233,978  
VeriSign, Inc. (b)     1,407       288,224  
Visa, Inc. - Class A (a)     1,574       314,753  
Total IT Services             4,438,795  
Leisure Products - 0.3%                
Hasbro, Inc.     3,563       294,731  
Life Sciences Tools & Services - 0.7%                
Bio-Techne Corp.     1,337       331,215  
Illumina, Inc. (b)     927       286,517  
Total Life Sciences Tools & Services             617,732  

 

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

 


11

 

Etho Climate Leadership U.S. ETF

 

Schedule of Investments  

September 30, 2020 (Continued)

 

 
             
    Shares     Value  
Machinery - 5.8%                
Deere & Co.     1,840     $ 407,798  
Donaldson Co., Inc.     6,579       305,397  
Dover Corporation     3,028       328,054  
Energy Recovery, Inc. (a)(b)     34,053       279,235  
Flowserve Corp.     10,657       290,830  
Fortive Corp.     4,594       350,109  
Hillenbrand, Inc.     13,334       378,151  
Lincoln Electric Holdings, Inc. (a)     3,687       339,351  
Lindsay Corporation     2,773       268,094  
Mueller Water Products, Inc. - Class A     31,764       330,028  
Stanley Black & Decker, Inc.     2,543       412,474  
Tennant Co.     4,382       264,498  
Toro Co.     3,903       327,657  
Trinity Industries, Inc. (a)     15,991       311,825  
Watts Water Technologies, Inc. - Class A     2,999       300,350  
Xylem, Inc.     3,901       328,152  
Total Machinery             5,222,003  
Media - 2.2%                
Charter Communications, Inc. - Class A (b)     581       362,741  
Discovery, Inc. - Class A (a)(b)     13,032       283,707  
Interpublic Group of Cos., Inc. (a)     15,810       263,553  
New York Times Co. - Class A (a)     8,258       353,359  
Omnicom Group, Inc.     4,651       230,225  
Sirius XM Holdings, Inc. (a)     51,371       275,349  
TEGNA, Inc.     23,422       275,209  
Total Media             2,044,143  
Pharmaceuticals - 1.9%                
Bristol-Myers Squibb Co.     4,569       275,465  
Eli Lilly and Co.     1,832       271,173  
Merck & Co, Inc.     3,310       274,565  
Nektar Therapeutics (a)(b)     14,194       235,478  
Pfizer, Inc.     7,869       288,792  
Zoetis, Inc.     2,157       356,703  
Total Pharmaceuticals             1,702,176  
Professional Services - 1.6%                
CoreLogic, Inc.     8,321       563,082  
CoStar Group, Inc. (b)     431       365,708  
FTI Consulting, Inc. (b)     2,115       224,127  
Verisk Analytics, Inc.     1,820       337,264  
Total Professional Services             1,490,181  

 

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

 


12

 

Etho Climate Leadership U.S. ETF

 

Schedule of Investments

September 30, 2020 (Continued)

 

 
             
    Shares     Value  
Real Estate Investment Trusts (REITs) - 3.2%                
Alexandria Real Estate Equities, Inc.     1,857     $ 297,120  
Duke Realty Corp.     7,865       290,219  
Extra Space Storage, Inc. (a)     2,663       284,914  
Hannon Armstrong Sustainable Infrastructure Capital, Inc. (a)     12,518       529,136  
Mid-America Apartment Communities, Inc.     2,489       288,600  
Prologis, Inc.     3,166       318,564  
Public Storage, Inc. (a)     1,285       286,195  
Regency Centers Corp.     6,668       253,517  
SBA Communications Corp.     939       299,052  
Total Real Estate Investment Trusts (REITs)             2,847,317  
Road & Rail - 0.3%                
Lyft, Inc. - Class A (a)(b)     9,436       259,962  
Semiconductors & Semiconductor Equipment - 10.3%                
Advanced Micro Devices, Inc. (b)     5,570       456,684  
Analog Devices, Inc. (a)     2,837       331,191  
Applied Materials, Inc.     5,545       329,650  
Broadcom, Inc.     1,076       392,008  
Cree, Inc. (a)(b)     7,145       455,422  
First Solar, Inc. (a)(b)     7,026       465,122  
Intel Corp.     4,699       243,314  
KLA Corp.     1,768       342,532  
Lam Research Corp.     1,058       350,992  
Maxim Integrated Products, Inc.     5,242       354,412  
Microchip Technology, Inc. (a)     3,747       385,042  
Micron Technology, Inc. (b)     6,023       282,840  
NVIDIA Corp.     961       520,113  
ON Semiconductor Corp. (b)     20,366       441,739  
Power Integrations, Inc.     5,744       318,218  
Qorvo, Inc. (b)     3,142       405,349  
Qualcomm, Inc.     3,765       443,065  
Rambus, Inc. (b)     22,825       312,474  
Skyworks Solutions, Inc.     2,842       413,511  
SunPower Corp. (a)(b)     49,972       625,151  
Teradyne, Inc.     4,682       372,032  
Texas Instruments, Inc.     2,561       365,685  
Universal Display Corp. (a)     1,923       347,563  
Xilinx, Inc.     3,260       339,822  
Total Semiconductors & Semiconductor Equipment             9,293,931  

 

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

 


13

 

Etho Climate Leadership U.S. ETF

 

Schedule of Investments

September 30, 2020 (Continued)

 

 
             
    Shares     Value  
Software - 6.7%                
Adobe Systems, Inc. (b)     796     $ 390,382  
Ansys, Inc. (b)     1,089       356,353  
Autodesk, Inc. (b)     1,622       374,698  
Cadence Design System, Inc. (b)     3,836       409,033  
Intuit, Inc.     1,104       360,136  
Microsoft Corp.     1,609       338,421  
Palo Alto Networks, Inc. (b)     1,545       378,139  
salesforce.com, Inc. (b)     1,759       442,071  
ServiceNow, Inc. (b)     884       428,740  
Slack Technologies, Inc. - Class A (a)(b)     9,439       253,532  
Splunk, Inc. (b)     2,006       377,389  
Synopsys, Inc. (b)     1,966       420,685  
VMware, Inc. - Class A (a)(b)     2,092       300,558  
Workday, Inc. - Class A (b)     1,945       418,428  
Zoom Video Communications, Inc. - Class A (b)     1,734       815,170  
Total Software             6,063,735  
Specialty Retail - 3.1%                
Aaron’s, Inc.     11,129       630,458  
Advance Auto Parts, Inc.     2,718       417,213  
Lowe’s Cos., Inc.     2,964       491,609  
O’Reilly Automotive, Inc. (b)     841       387,768  
The Home Depot, Inc.     1,362       378,241  
Tractor Supply Co.     3,003       430,450  
Total Specialty Retail             2,735,739  
Technology Hardware, Storage & Peripherals - 1.2%                
Apple, Inc.     3,993       462,429  
NCR Corp. (a)(b)     14,314       316,912  
NetApp, Inc.     6,124       268,476  
Total Technology Hardware, Storage & Peripherals             1,047,817  
Textiles, Apparel & Luxury Goods - 0.9%                
Hanesbrands, Inc. (a)     32,595       513,371  
VF Corp.     4,707       330,667  
Total Textiles, Apparel & Luxury Goods             844,038  
Thrifts & Mortgage Finance - 0.2%                
Washington Federal, Inc.     9,822       204,887  
Trading Companies & Distributors - 2.0%                
Fastenal Co.     8,178       368,746  
GATX Corp. (a)     4,073       259,654  
MSC Industrial Direct Co., Inc. - Class A     4,687       296,593  
United Rentals, Inc. (b)     2,462       429,619  
WESCO International, Inc. (b)     11,088       488,094  
Total Trading Companies & Distributors             1,842,706  
Water Utilities - 1.2%                
American States Water Co.     3,108       232,945  
American Water Works Co., Inc. (a)     2,125       307,870  
California Water Service Group     5,051       219,466  
Middlesex Water Co.     4,227       262,708  
Total Water Utilities             1,022,989  

 

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

 


14

 

Etho Climate Leadership U.S. ETF

 

Schedule of Investments

September 30, 2020 (Continued)

 

 
             
    Shares     Value  
Wireless Telecommunication Services - 0.4%                
T-Mobile US, Inc. (b)     3,025     $ 345,939  
Total United States             89,523,615  
TOTAL COMMON STOCKS (Cost $71,701,517)             89,629,547  
                 
INVESTMENT COMPANIES - 0.4%                
Closed-End Funds - 0.4%                
Oaktree Specialty Lending Corp.     79,382       384,209  
TOTAL INVESTMENT COMPANIES (Cost $379,266)             384,209  
                 
INVESTMENTS PURCHASED WITH PROCEEDS FROM                
SECURITIES LENDING COLLATERAL - 16.8%                
ETFMG Sit Ultra Short ETF (d)     50,000       2,489,250  
Mount Vernon Liquid Assets Portfolio, LLC, 0.18% (c)     12,729,710       12,729,710  
TOTAL INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL (Cost $15,242,566)             15,218,960  
                 
SHORT-TERM INVESTMENTS - 0.5%                
Money Market Funds - 0.5%                
Invesco Advisers, Inc. STIT-Treasury Portfolio - Institutional Class, 0.02% (c)     418,258       418,258  
TOTAL SHORT-TERM INVESTMENTS (Cost $418,258)             418,258  
                 
Total Investments (Cost $87,741,607) - 116.7%             105,650,974  
Liabilities in Excess of Other Assets - (16.7)%             (15,090,291 )
TOTAL NET ASSETS - 100.0%           $ 90,560,683  

 

Percentages are stated as a percent of net assets.

 

(a) All or a portion of this security is out on loan as of September 30, 2020.
(b) Non-income producing security.
(c) The rate quoted is the annualized seven-day yield at September 30, 2020.
(d) Affiliated security. Please refer to Note 8 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.

 


15

 

Etho Climate Leadership U.S. ETF

 

STATEMENT OF ASSETS AND LIABILITIES

As of September 30, 2020

 

 
       
    Etho Climate  
    Leadership U.S.  
    ETF  
ASSETS        
Investments in unaffiliated securities, at value*   $ 103,161,724  
Investments in affiliated securities, at value*     2,489,250  
Total Investments in securities, at value     105,650,974  
Receivables:        
Dividends and interest receivable     54,601  
Securities lending income receivable     2,604  
Total Assets     105,708,179  
         
LIABILITIES        
Collateral received for securities loaned (Note 7)     15,114,710  
Payables:        
Management fees payable     32,786  
Total Liabilities     15,147,496  
Net Assets   $ 90,560,683  
         
NET ASSETS CONSIST OF:        
Paid-in Capital   $ 78,315,596  
Total Distributable Earnings     12,245,087  
Net Assets   $ 90,560,683  
         
*Identified Cost:        
Investments in unaffiliated securities   $ 85,228,751  
Investments in affiliated securities     2,512,856  
         
Shares Outstanding^     2,050,000  
Net Asset Value, Offering and Redemption Price per Share   $ 44.18  

 


^ 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, 2020

 

 
       
    Etho Climate  
    Leadership U.S.  
    ETF  
INVESTMENT INCOME        
Income:        
Dividends from unaffiliated securities (net of foreign withholdings tax of $317)   $ 1,040,976  
Interest     2,253  
Securities lending income     39,488  
Total Investment Income     1,082,717  
Expenses:        
Management fees     335,720  
Total Expenses     335,720  
Net Investment Income     746,997  
         
REALIZED & UNREALIZED GAIN (LOSS) ON INVESTMENTS        
Net Realized Gain (Loss) on:        
Unaffiliated investments     (5,125,928 )
In-Kind redemptions     886,390  
Closed-End Funds     1,182  
Net Realized Gain (Loss) on Investments and In-Kind Redemptions     (4,238,356 )
Net Change in Unrealized Appreciation (Depreciation) of:        
Unaffiliated investments     12,794,369  
Affiliated investments     (23,606 )
Net Change in Unrealized Appreciation of Investments     12,770,763  
Net Realized and Unrealized Gain (Loss) on Investments     8,532,407  
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS   $ 9,279,404  

 

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     Year Ended  
    September 30,     September 30,  
    2020     2019  
OPERATIONS                
Net investment income   $ 746,997     $ 393,689  
Net realized gain (loss) on investments and In-Kind Redemptions     (4,238,356 )     3,707,775  
Net change in unrealized appreciation (depreciation) of investments     12,770,763       (487,529 )
Net increase (decrease) in net assets resulting from operations   $ 9,279,404     $ 3,613,935  
                 
DISTRIBUTIONS TO SHAREHOLDERS                
Total Distributions to Shareholders     (660,500 )     (412,276 )
                 
CAPITAL SHARE TRANSACTIONS                
Net increase (decrease) in net assets derived from net change in outstanding shares     28,510,725       14,602,580  
Net increase (decrease) in net assets   $ 37,129,629     $ 17,804,239  
                 
NET ASSETS                
Beginning of Year     53,431,054       35,626,815  
End of Year   $ 90,560,683     $ 53,431,054  

 

Summary of share transactions is as follows:

 

      Year Ended     Year Ended  
      September 30, 2020     September 30, 2019  
      Shares     Amount     Shares     Amount  
Shares Sold       800,000     $ 32,325,825       900,000     $ 33,675,925  
Shares Redeemed       (100,000 )     (3,815,100 )     (500,000 )     (19,073,345 )
Net Transactions in Fund Shares       700,000     $ 28,510,725       400,000     $ 14,602,580  
Beginning Shares       1,350,000               950,000          
Ending Shares       2,050,000               1,350,000          

 

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     Year Ended     Year Ended     Year Ended     Period Ended  
    September 30,     September 30,     September 30,     September 30,     September 30,  
    2020     2019     2018     2017     20161  
                                         
Net Asset Value, Beginning of Period/Year   $ 39.58     $ 37.50     $ 32.01     $ 27.00     $ 25.00  
Income from Investment Operations:                                        
Net investment income 2     0.41       0.33       0.29       0.31       0.23  
Net realized and unrealized gain (loss) on investments     4.54       2.08       5.51       5.09       1.87  
Total from investment operations     4.95       2.41       5.80       5.40       2.10  
Less Distributions:                                        
Distributions from net investment income     (0.35 )     (0.33 )     (0.29 )     (0.25 )     (0.10 )
Net realized gains                 (0.02 )     (0.14 )      
Total distributions     (0.35 )     (0.33 )     (0.31 )     (0.39 )     (0.10 )
Net asset value, end of period/year   $ 44.18     $ 39.58     $ 37.50     $ 32.01     $ 27.00  
Total Return     12.59 %     6.53 %     18.16 %     20.14 %     8.43 %3
                                         
Ratios/Supplemental Data:                                        
Net assets at end of period/year (000’s)   $ 90,561     $ 53,431     $ 35,627     $ 19,208     $ 6,751  
                                         
Expenses to Average                                        
Net Assets     0.45 %     0.45 %     0.45 %     0.45 %     0.50 %4
Net Investment Income to Average Net Assets     1.00 %     0.88 %     0.82 %     1.03 %     1.04 %4
Portfolio Turnover Rate     37 %     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, 2020

 

 


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™ 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, 2020 (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, 2020, 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.

 

21

 

Etho Climate Leadership U.S. ETF

 

NOTES TO FINANCIAL STATEMENTS

September 30, 2020 (Continued)

 

 


The following table presents a summary of the inputs used to value the Funds’ net assets as of September 30, 2020:

 

Etho Climate Leadership U.S. ETF

Assets^   Level 1     Level 2     Level 3     Total  
Common Stocks   $ 89,629,547     $     $     $ 89,629,547  
Closed-End Funds     384,209                   384,209  
Short-Term Investments     418,258                   418,258  
ETFMG Sit Ultra Short ETF**     2,489,250                   2,489,250  
Investments Purchased with Securities Lending Collateral*                       12,729,710  
Total Investments in Securities   $ 92,921,264     $     $     $ 105,650,974  

 

^ 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.

 

** Investment was purchased with collateral.

 

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 2020 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, 2020, 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.

 

22

 

Etho Climate Leadership U.S. ETF

 

NOTES TO FINANCIAL STATEMENTS

September 30, 2020 (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, 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.

 

23

 

Etho Climate Leadership U.S. ETF

 

NOTES TO FINANCIAL STATEMENTS

September 30, 2020 (Continued)

 

 


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.

 

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.

 

Natural Disaster/Epidemic Risk. Natural or environmental disasters, such as earthquakes, fires, floods, hurricanes, tsunamis and other severe weather-related phenomena generally, and widespread disease, including pandemics and epidemics (for example, the novel coronavirus COVID-19), have been and can be highly disruptive to economies and markets and have recently led, and may continue to lead, to increased market volatility and significant market losses. Such natural disaster and health crises could exacerbate political, social, and economic risks previously mentioned, and result in significant breakdowns, delays, shutdowns, social isolation, and other disruptions to important global, local and regional supply chains affected, with potential corresponding results on the operating performance of the Funds and their investments. A climate of uncertainty and panic, including the contagion of infectious viruses or diseases, may adversely affect global, regional, and local economies and reduce the availability of potential investment opportunities, and increase the difficulty of performing due diligence and modeling market conditions, potentially reducing the accuracy of financial projections. Under the circumstances, the Funds may have difficulty achieving their investment objectives which may adversely impact performance. Further, such events can be highly disruptive to economies and markets, significantly disrupt the operations of individual companies (including, but not limited to, the Funds’ Sponsor and third party service providers), sectors, industries, markets, securities and commodity exchanges, currencies, interest and inflation rates, credit ratings, investor sentiment, and other factors affecting the value of the Funds’ investments. These factors can cause substantial market volatility, exchange trading suspensions and closures and can impact the ability of the Funds to complete redemptions and otherwise affect Fund performance and Fund trading in the secondary market. A widespread crisis may also affect the global economy in ways that cannot necessarily be foreseen at the current time. How long such events will last and whether they will continue or recur cannot be predicted. Impacts from these events could have significant impact on a Fund’s performance, resulting in losses to the Funds.

 

NOTE 4 – MANAGEMENT AND OTHER CONTRACTS

 

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 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.

 

24

 

Etho Climate Leadership U.S. ETF

 

NOTES TO FINANCIAL STATEMENTS

September 30, 2020 (Continued)

 

 


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. 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 its affiliate, ETFMG Financial, LLC, to serve as distributor to the Funds (the “Distributor”). The Distributor provides marketing support for the Funds, including distributing marketing materials related to the Funds.

 

The Advisor has entered into an Agreement with Etho Capital, LLC ( “Etho”), under which Etho agrees to sublicense the use of the Underlying Index to the Advisor. Etho also provides marketing support for the Fund. Etho does not make investment decisions, provide investment advice, or otherwise act in the capacity of an investment adviser to the Fund.

 

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.

 

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, 2020, 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, 2020:

    Purchases     Sales  
Etho Climate Leadership U.S. ETF   $ 32,123,804     $ 28,976,613  

 

The costs of purchases and sales of in-kind transactions associated with creations and redemptions for the year ended September 30, 2020:
 
    Purchases     Sales
 
    In-Kind     In-Kind  
                 
Etho Climate Leadership U.S. ETF   $ 31,748,246     $ 3,763,991  

 

25

 

Etho Climate Leadership U.S. ETF

 

NOTES TO FINANCIAL STATEMENTS

September 30, 2020 (Continued)

 

 


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, 2020.

 

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, either directly on behalf of each Fund or through one or more joint accounts, money market funds, or short-term bond funds, including those advised by or affiliated with the Advisor; however, all 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. Other investment companies in which a Fund may invest cash collateral can be expected to incur fees and expenses for operations, such as investment advisory and administration fees, which would be in addition to those incurred by the Fund, and which may be received in full or in part by the Advisor. Pursuant to guidance issued by the SEC staff, fees and expenses of money market funds used for cash collateral received in connection with loans of securities are not treated as Acquired Fund Fees and Expenses, which reflect a Fund’s pro rata share of the fees and expenses incurred by other investment companies in which the Fund invests (as disclosed in the Prospectus, as applicable). 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, 2020, 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*  
Etho Climate Leadership U.S. ETF   $ 14,885,334     $ 15,114,710  

 

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

 

26

 

Etho Climate Leadership U.S. ETF

 

NOTES TO FINANCIAL STATEMENTS

September 30, 2020 (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, 2020 were as follows:

 

                      Net  
          Gross     Gross     Unrealized  
          Unrealized     Unrealized     Appreciation  
    Cost     Appreciation     Depreciation     (Depreciation)  
Etho Climate Leadership U.S. ETF     $ 88,161,127     $ 20,317,710     $ (2,827,863 )   $ 17,489,847  

 

    Undistributed     Undistributed     Total     Other     Total  
    Ordinary     Long-Term     Distributable     Accumulated     Accumulated  
    Income     Gain     Earnings     (Loss)     Gain  
Etho Climate Leadership U.S. ETF   $ 88,247     $     $ 88,247     $ (5,333,007 )   $ 12,245,087  

 

As of September 30, 2020, the Fund had accumulated capital loss carryovers of:

 

    Capital              
    Loss     Capital Loss        
    Carryover     Carryover        
    ST     LT     Expires  
Etho Climate Leadership U.S. ETF   $ (4,735,312 )   $ (597,695 )     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, 2020.

 

    Late Year    
    Ordinary   Post-October
    Loss   Capital Loss
Etho Climate Leadership U.S. 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, 2020, the following table shows the reclassifications made:

 

    Total        
    Distributable     Paid-In  
    Earnings/(Loss)     Capital  
Etho Climate Leadership U.S. ETF   $ (862,195 )   $ 862,195  

 

27

 

Etho Climate Leadership U.S. ETF

 

NOTES TO FINANCIAL STATEMENTS

September 30, 2020 (Continued)

 

 


The tax character of distributions paid by the Fund during the fiscal years ended September 30, 2020 and September 30, 2019 are as follows:

 

    Year Ended     Year Ended  
    September 30, 2020     September 30, 2019  
    From     From     From     From  
    Ordinary     Capital     Ordinary     Capital  
    Income     Gains     Income     Gains  
Etho Climate Leadership U.S. ETF   $ 660,500
  $     $ 412,276    
$  

 

ETFMG Etho Climate Leadership U.S. ETF

 

ETFMG Etho Climate Leadership U.S. ETF owned 5% or more of the voting securities of the following company during the year ended September 30, 2020. ETFMG Sit Ultra Short ETF is deemed to be affiliates of the Fund as defined by the 1940 Act as of the year ended September 30, 2020. Transactions during the year in this security was as follows:

 

                            Change in                    
    Value at                 Realized     Unrealized           Value at        
    September 30,                 Gain     Appreciation     Dividend     September 30,     Ending  
Security Name   2019     Purchases     Sales     (Loss)     (Depreciation)     Income     2020     Shares  
ETFMG Sit Ultra                                                                
Short ETF *   $       2,512,856           $     $ (23,606 )   $ —      $ 2,489,250       50,000  

*Affiliate as of September 30, 2020.

 

NOTE 9 – LEGAL MATTERS

 

The Trust, the Adviser and certain officers of the Adviser were 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 alleged claims based on disputes arising out of contractual relationships with the Adviser relating to certain series of the Trust. The action sought damages in unspecified amounts and injunctive relief based on breach of contract, wrongful termination, and several other claims.

 

The Adviser and its parent, Exchange Traded Managers Group, LLC (the “Company”), were 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. (“Nasdaq”) captioned Nasdaq, Inc. v. Exchange Traded Managers Group, LLC et al., Case 1:17-cv-08252. This action arose out of the same facts and circumstances, and relates to the same series of the Trust, as the New Jersey litigation and asserted claims for breach of contract, conversion and certain other claims. The matter was the subject of a bench trial in May 2019, and on December 20, 2019, the Court issued an Opinion and Order awarding compensatory damages to Plaintiff in the amount of $78,403,172.36, plus prejudgment interest. The Court also denied Plaintiff’s requests for punitive damages and equitable relief.

 

On May 1, 2020, Nasdaq, PureShares LLC (“PureShares”), and the Company announced a global settlement that resolves all claims in both the PureShares action and the Nasdaq action. The settlement is subject to ongoing negotiations and approvals among independent third parties. As part of the settlement, Nasdaq and the Company have agreed to certain cash payments from the Company to Nasdaq and PureShares, and have executed an asset purchase agreement to transfer certain Company intellectual property and related assets, to a Nasdaq affiliate. If the events set forth in the settlement agreement do not occur, and a subsequent settlement is not reached, the resulting conditions may adversely affect the Adviser’s future operations. However, 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.

 

28

 

Etho Climate Leadership U.S. ETF

 

NOTES TO FINANCIAL STATEMENTS

September 30, 2020 (Continued)

 

 


NOTE 10 – 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.

 

29

 

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, 2020, 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 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 Fund as of September 30, 2020, 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 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 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, 2020 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 30, 2020

 

30

 

Etho Climate Leadership U.S. ETF

 

Expense Example 

Six Months Ended September 30, 2020 (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 six-month period and held for the entire period (April 1, 2020 to September 30, 2020).

 

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

 

                     Annualized  
                           Expense Ratio  
             Ending            During Period  
     Beginning      Account Value      Expenses Paid    April 1, 2020 to  
     Account Value      September 30,      During the    September 30,  
     April 1, 2020      2020      Period^    2020  
Actual   $ 1,000.00     $ 1,346.20     $ 2.64       0.45 %
                                 
Hypothetical (5% annual)   $ 1,000.00     $ 1,022.75     $ 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 183/366 (to reflect the period from April 1, 2020 to September 30, 2020).

 

31

 

Etho Climate Leadership U.S. ETF

 

SUPPLEMENTARY INFORMATION

September 30, 2020 (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, 2020, 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, 2020 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%

 

NOTE 3 – INFORMATION ABOUT PORTFOLIO HOLDINGS

 

The Fund files a complete schedule of portfolio holdings with the SEC for its first and third fiscal quarters on Part F of Form N-PORT. Once filed, the Fund’s Part F of Form N-PORT is available without charge, upon request on the SEC’s website (www.sec.gov) and is available by calling (877) 756-7873. 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 of Exchange Traded Managers Group LLC (since 2013); ETF Managers Group LLC (since 2016); ETFMG Financial LLC (since 2017); ETF Managers Capital LLC (commodity pool operator) (since 2014); and 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);

12 None
John A. Flanagan (1946) Treasurer (since 2015)

President, John A. Flanagan CPA, LLC (accounting services) (since 2010); Chief Financial Officer and Treasurer of Exchange Traded Managers Group LLC (since 2015); ETF Managers Group LLC (since 2016); and 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 of ETFMG Financial LLC (since 2017); ETF Managers Group LLC (since 2016); ETF Managers Capital LLC (since 2016); and

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

N/A N/A
Matthew J. Bromberg (1973) Assistant Secretary (since 2020)

General Counsel and Secretary of Exchange Traded Managers Group LLC (since 2020);

ETF Managers Group LLC (since 2020); ETFMG Financial LLC (since 2020); ETF Managers Capital LLC (since 2020); Partner of Dorsey & Whitney LLP (law firm) (2019-2020); General Counsel of WBI Investments, Inc. (2016-2019); Millington Securities,

Inc. (2016-2019); and Partner of Reed Smith (law firm) (2015-2016)

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

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).

12 None
Eric Weigel (1960) Trustee (since 2020)

Senior Portfolio Manager, Little House Capital (2019-present); Managing Partner, Global Focus Capital LLC (2013-present); Chief Investment Officer, Insight Financial Strategist LLC (2017-2018)

12 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 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.

 

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

 

 

 

 

 

 

 

 

Annual Report

 

September 30, 2020

 

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, 2020

 

  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 11
   
Statement of Operations 12
   
Statements of Changes in Net Assets 13
   
Financial Highlights 14
   
Notes to the Financial Statements 15
   
Report of Independent Registered Public Accounting Firm 25
   
Expense Example 26
   
Supplementary Information 27
   
Information About Portfolio Holdings 27
   
Information About Proxy Voting 27
   
Trustees and Officers Table 28
   
Privacy Policy 30

 


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, 2019 to September 30, 2020. During this period, market disruptions associated with the COVID-19 pandemic have had a global impact, and uncertainty regarding the long-term implications continues to exist. Such disruptions, along with various government orders and precautionary measures such as social distancing, business shutdowns and similar policies, led to a reduction in global economic activity. These policies have also resulted in periods of high market volatility which can adversely affect assets of the Fund and thus Fund performance. During the reporting period the COVID-19 pandemic contributed to approximately a five-fold increase in volatility for both the broad market (represented by the Chicago Board Options Exchange Volatility Index) as well as the technology sector (represented by the Chicago Board Options Exchange NDX Volatility Index).

 

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, 2020, the total return for the Fund was 39.20% while the total return for the Index was 41.35%. The difference was primarily attributable to Fund expenses that are not a part of the Index. The best performers in the Fund on the basis of contribution to its return were SolarEdge Technologies, Wix.com, and Nice Systems, while the worst performers were Ormat Technologies, Amdocs, and Elbit Systems.

 

During the reporting period, the Fund saw an average approximate allocation of 32% of its total assets to Software, 16% to IT Services and 15% to Semiconductors & Semiconductor Equipment.

 

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. 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 Israeli-based Research & Development and non-public companies are usually significant contributors to that same sub-industry’s ecosystem.

 

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   1 Year     Since Inception     Value of $10,000  
Year Ended September 30, 2020   Return     (11/2/2015)
  (09/30/2020)
BlueStar Israel Technology ETF (NAV)     39.20 %     17.95 %   $ 22,506  
BlueStar Israel Technology ETF (Market)     39.36 %     17.94 %   $ 22,495  
S&P 500 Index     15.15 %     12.28 %   $ 17,662  
BlueStar Israel Global Technology IndexTM     41.35 %     19.14 %   $ 23,636  

 

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, 2020 (Unaudited)*

 

  Security % of Total Investments
1 SolarEdge Technologies, Inc. 8.81%
2 Novocure, Ltd. 7.32%
3 Nice, Ltd. 6.61%
4 Wix.com, Ltd. 6.38%
5 Check Point Software Technologies, Ltd. 6.09%
6 Amdocs, Ltd. 4.96%
7 CyberArk Software, Ltd. 3.16%
8 Varonis Systems, Inc. 2.87%
9 LivePerson, Inc. 2.65%
10 Verint Systems, Inc. 2.47%

 

Top Ten Holdings = 51.32% 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

 

Past performance is not indicative of future return. A fund’s performance for very short time periods may not be indicative of future performance.

 

ITEQ

 

The BlueStar Israel Technology ETF (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”).

 

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. 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.

 

Unlike with an actively managed fund, the Fund’s adviser does not use techniques or defensive strategies designed to lessen the effects of market volatility or to reduce the impact of periods of market decline. This means that, based on market and economic conditions, the Fund’s performance could be lower than other types of funds that may actively shift their portfolio assets to take advantage of market opportunities or to lessen the impact of a market decline.

 

Natural or environmental disasters, such as earthquakes, fires, floods, hurricanes, tsunamis and other severe weather-related phenomena generally, and widespread disease, including pandemics and epidemics, have been and may be highly disruptive to economies and markets, adversely impacting individual companies, sectors, industries, markets, currencies, interest and inflation rates, credit ratings, investor sentiment, and other factors affecting the value of the Fund’s investments. Given the increasing interdependence among global economies and markets, conditions in one country, market, or region are increasingly likely to adversely affect markets, issuers, and/or foreign exchange rates in other countries, including the U.S. Any such events could have a significant adverse impact on the value of the Fund’s investments.

 

ETF Managers Group LLC is the investment advisor to the Fund.

 

The Fund is distributed by ETFMG Financial LLC. ETF Managers Group LLC and ETFMG Financial LLC are wholly owned subsidiaries of Exchange Traded Managers Group LLC (collectively, “ETFMG”). ETFMG is not affiliated with MV Index Solutions GmbH or its affiliates.

 

5

BlueStar Israel Technology ETF

 

PORTFOLIO ALLOCATIONS

As of September 30, 2020 (Unaudited)

 

 

    BlueStar Israel
Technology ETF
 
As a percent of Net Assets:      
Guernsey     5.8 %
Israel     56.7  
Jersey     8.8  
United Kingdom     2.1  
United States     26.0  
Short-Term and other Net Assets (Liabilities)     0.6  
      100.0 %

 

6

BlueStar Israel Technology ETF

 

Schedule of Investments

September 30, 2020

 

 

      Shares     Value  
COMMON STOCKS - 99.4%                
Guernsey - 5.8%                
IT Services - 5.8%                
Amdocs, Ltd.     129,556
  $ 7,437,810  
                 
Israel - 56.7%                
Aerospace & Defense - 2.8%                
Elbit Systems, Ltd.     25,176       3,063,863  
RADA Electronic Industries, Ltd. (a)     87,941       521,490  
Total Aerospace & Defense             3,585,353  
Biotechnology - 1.1%                
Galmed Pharmaceuticals, Ltd. (a)     72,640       256,419  
Kamada, Ltd. (a)     69,778       595,793  
UroGen Pharma, Ltd. (a)(b)     28,684       553,314  
Total Biotechnology             1,405,526  
Communications Equipment - 3.7%                
AudioCodes, Ltd. (b)     31,441       989,134  
BATM Advanced Communications (a)     503,897       711,976  
Ceragon Networks, Ltd. (a)(b)     184,761       460,055  
Gilat Satellite Networks, Ltd. (a)     61,663       347,402  
Ituran Location & Control, Ltd.     34,915       486,017  
Radware, Ltd. (a)     53,622       1,299,797  
Silicom, Ltd. (a)     13,588       440,115  
Total Communications Equipment             4,734,496  
Diversified Financial Services - 1.9%                
Plus500, Ltd.     120,067       2,430,064  
Electronic Equipment, Instruments & Components - 0.2%                
Arad Ltd.     25,336       300,198  
Health Care Equipment & Supplies - 0.7%                
Inmode, Ltd. (a)(b)     23,952       866,583  
Household Durables - 0.9%                
Maytronics, Ltd.     73,496       1,131,077  
Independent Power and Renewable Electricity Producers - 2.3%                
Energix-Renewable Energies, Ltd. (a)     280,819       1,118,948  
Enlight Renewable Energy, Ltd. (a)     1,017,477       1,815,936  
Total Independent Power and Renewable Electricity Producers             2,934,884  
Internet & Direct Marketing Retail - 2.0%                
Fiverr International, Ltd. (a)     18,521       2,574,048  
IT Services - 10.4%                
Formula Systems 1985, Ltd.     13,959       1,182,503  
Malam-Team, Ltd.     1,993       341,155  
Matrix IT, Ltd.     47,575       1,119,346  
One Software Technologies, Ltd.     7,114       564,435  
Splitit, Ltd. (a)(b)     568,639       555,948  
Wix.com, Ltd. (a)(b)     37,538       9,566,560  
Total IT Services             13,329,947  

 

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

 

7

 

BlueStar Israel Technology ETF

 

Schedule of Investments

September 30, 2020 (Continued)

 

 

    Shares     Value  
Life Sciences Tools & Services - 1.4%                
Compugen, Ltd. (a)(b)     107,057
  $ 1,739,676  
Machinery - 2.6%                
Kornit Digital, Ltd. (a)     51,329       3,329,712  
Media - 0.9%                
Perion Network, Ltd. (a)     67,107       468,407  
Tremor International, Ltd. (a)     247,184       593,257  
Total Media             1,061,664  
Pharmaceuticals - 0.5%                
Redhill Biopharma, Ltd. - ADR (a)(b)     64,360       657,760  
Semiconductors & Semiconductor Equipment - 3.9%                
Camtek, Ltd. (a)     53,051       815,924  
Nova Measuring Instruments, Ltd. (a)     34,353       1,809,055  
Tower Semiconductor, Ltd. (a)     133,156       2,477,945  
Total Semiconductors & Semiconductor Equipment             5,102,924  
Software - 20.7% (d)                
Allot Communications, Ltd. (a)     59,656       542,870  
Check Point Software Technologies, Ltd. (a)     75,781       9,119,486  
CyberArk Software, Ltd. (a)(b)     45,751       4,731,568  
Hilan, Ltd.     22,774       995,203  
Magic Software Enterprises, Ltd.     54,407       722,631  
Nice, Ltd. (a)     43,868       9,910,221  
Tufin Software Technologies, Ltd. (a)(b)     45,198       372,884  
Total Software             26,394,863  
Technology Hardware, Storage & Peripherals - 0.7%                
Stratasys, Ltd. (a)(b)     72,082       898,863  
Total Israel             72,477,638  
                 
Jersey - 8.8%                
Health Care Equipment & Supplies - 8.6%                
Novocure, Ltd. (a)(b)     98,589       10,973,943  
Interactive Media & Services - 0.2%                
XLMedia PLC     1,077,773       309,433  
Total Jersey             11,283,376  
                 
United Kingdom - 2.1%                
Hotels, Restaurants & Leisure - 1.1%                
888 Holdings PLC     446,557       1,452,068  
Software - 1.0% (d)                
Sapiens International Corp. NV     40,312       1,257,948  
Total United Kingdom             2,710,016  

 

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

 

8

 

BlueStar Israel Technology ETF

 

Schedule of Investments

September 30, 2020 (Continued)

 

 

    Shares     Value  
United States - 26.0%                
Biotechnology - 2.0%                
89bio, Inc. (a)(b)     16,806
  $ 431,242  
BrainStorm Cell Therapeutics, Inc. (a)(b)     56,617       957,959  
Oncocyte Corp. (a)     157,933       219,527  
Pluristem Therapeutics, Inc. (a)     57,587       584,661  
Protalix BioTherapeutics, Inc. (a)     101,768       393,842  
Total Biotechnology             2,587,231  
Electric Utilities - 2.2%                
Ormat Technologies, Inc.     47,236       2,771,532  
Electronic Equipment, Instruments & Components - 0.3%                
Powerfleet, Inc. (a)(b)     79,280       446,346  
Health Care Equipment & Supplies - 0.2%                
Beyond Air, Inc. (a)(b)     51,455       267,051  
Pharmaceuticals - 0.2%                
Oramed Pharmaceuticals, Inc. (a)     98,486       257,048  
Semiconductors & Semiconductor Equipment - 11.7%                
CEVA, Inc. (a)     30,977       1,219,564  
DSP Group, Inc. (a)     37,696       496,833  
SolarEdge Technologies, Inc. (a)     55,360       13,195,057  
Total Semiconductors & Semiconductor Equipment             14,911,454  
Software - 9.4% (d)                
LivePerson, Inc. (a)     75,248       3,971,404  
Varonis Systems, Inc. (a)     37,218       4,295,702  
Verint Systems, Inc. (a)     76,720       3,696,370  
Total Software             11,963,476  
Total United States             33,204,138  
TOTAL COMMON STOCKS (Cost $91,109,785)             127,112,978  
                 
INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL - 17.4%                
ETFMG Sit Ultra Short ETF (e)     50,000       2,489,250  
Mount Vernon Liquid Assets Portfolio, LLC, 0.18% (c)     19,745,039       19,745,039  
TOTAL INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL (Cost $22,257,895)             22,234,289  
                 
SHORT-TERM INVESTMENTS - 0.4%                
Money Market Funds - 0.4%                
Invesco Advisers, Inc. STIT-Treasury Portfolio - Institutional Class, 0.02% (c)     482,190       482,190  
TOTAL SHORT-TERM INVESTMENTS (Cost $482,190)             482,190  
                 
Total Investments (Cost $113,849,870) - 117.2%             149,829,457  
Liabilities in Excess of Other Assets - (17.2)%             (22,027,408 )
TOTAL NET ASSETS - 100.0%  

    $ 127,802,049  

 

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

 

9

 

BlueStar Israel Technology ETF

 

Schedule of Investments

September 30, 2020 (Continued)

 

 

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, 2020.
(c) The rate quoted is the annualized seven-day yield at September 30, 2020.
(d) As of September 30, 2020, the Fund had a significant portion of its assets invested in the Software Industry
(e) 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.

 

10

 

BlueStar Israel Technology ETF

 

STATEMENT OF ASSETS AND LIABILITIES
As of September 30, 2020

 

  

    BlueStar Israel
Technology
ETF
 
ASSETS      
Investments in unaffiliated securities, at value*   $ 147,340,207  
Investments in affiliated securities, at value*     2,489,250  
Foreign currency*     195  
Receivables:        
Dividends and interest receivable     121,588  
Securities lending income receivable     17,351  
Other receivable     38,073  
Total Assets   $ 150,006,664  
         
LIABILITIES        
Collateral received for securities loaned (Note 7)     22,130,039  
Payables:        
Unitary fees payable     74,576  
Total Liabilities     22,204,615  
Net Assets   $ 127,802,049  
         
NET ASSETS CONSIST OF:        
Paid-in Capital   $ 95,240,480  
Total Distributable Earnings     32,561,569  
Net Assets   $ 127,802,049  
         
*Identified Cost:        
Investments in unaffiliated securities   $ 111,337,014  
Investments in affiliated securities     2,512,856  
Foreign currency     201  
         
Shares Outstanding^     2,300,000  
Net Asset Value, Offering and Redemption Price per Share   $ 55.57  

 

^ No par value, unlimited number of shares authorized

 

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

 

11

 

BlueStar Israel Technology ETF

 

STATEMENT OF OPERATIONS
For the Year Ended September 30, 2020

 

  


  BlueStar Israel
Technology
ETF
 
INVESTMENT INCOME    
Income:    
Dividends from securities (net of foreign withholdings tax of $76,877)   $ 403,292  
Interest     1,581  
Securities lending income     197,684  
Total Investment Income     602,557  
Expenses:        
Unitary fees     720,188  
Total Expenses     720,188  
Net Investment Loss     (117,631 )
         
REALIZED & UNREALIZED GAIN (LOSS) ON INVESTMENTS        
Net Realized Gain (Loss) on:        
Unaffiliated investments     (563,196 )
In-Kind redemptions     8,900,101  
Foreign currency and foreign currency translation     (11,053 )
Net Realized Gain on Investments and In-Kind Redemption     8,325,852  
Net Change in Unrealized Appreciation of:        
Unaffiliated investments     23,906,879  
Affiliated investments     (23,606 )
Foreign currency and foreign currency translation     (2 )
Net Change in Unrealized Appreciation of Investments     23,883,271  
Net Realized and Unrealized Gain on Investments     32,209,123  
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS   $ 32,091,492  
         

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

 


12

 

BlueStar Israel Technology ETF

 

STATEMENTS OF CHANGES IN NET ASSETS

 

 

   

Year Ended
September 30,

2020
   

Year Ended
September 30,

2019
 
OPERATIONS        
Net investment income (loss)   $ (117,631 )   $ (72,720 )
Net realized gain on investments and in-kind redemptions     8,325,852       340,737  
Net change in unrealized appreciation of investments     23,883,271       5,481,582  
Net increase in net assets resulting from operations     32,091,492       5,749,599  
DISTRIBUTIONS TO SHAREHOLDERS                
Net investment income           (150,718 )
Return of Capital           (14,773 )
Total distributions from distributable earnings           (165,491 )
                 
CAPITAL SHARE TRANSACTIONS                
Net increase in net assets derived from net change in                
outstanding shares     21,863,905       7,019,455  
Net increase in net assets   $ 53,955,397     $ 12,603,563  
NET ASSETS                
Beginning of Year     73,846,652       61,243,089  
End of Year   $ 127,802,049     $ 73,846,652  

 

Summary of share transactions is as follows:

 

     

Year Ended
September 30, 2020

   

Year Ended
September 30, 2019

 
     

Shares

   

Amount

    Shares     Amount  
Shares Sold       900,000     $ 42,363,755       500,000     $ 19,192,040  
Shares Redeemed       (450,000 )     (20,499,850 )     (350,000 )     (12,172,585 )
        450,000     $ 21,863,905       150,000     $ 7,019,455  
Beginning Shares       1,850,000               1,700,000          
Ending Shares       2,300,000               1,850,000          
                                   

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

 

13

 

BlueStar Israel Technology ETF

 

FINANCIAL HIGHLIGHTS

For a capital share outstanding throughout the year/period

 

  

    Year Ended
September 30,
2020
   

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   $ 39.92     $ 36.03     $ 31.38     $ 25.58     $ 25.00  
Income from Investment Operations:                                        
Net investment income (loss)2     (0.06 )     (0.04 )     0.04       0.02       0.05  
Net realized and unrealized gain on investments     15.71       4.03       4.78       5.87       0.53  
Total from investment operations     15.65       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   $ 55.57     $ 39.92     $ 36.03     $ 31.38     $ 25.58  
Total Return     39.20 %     11.17 %     15.41 %     23.16 %     2.31 %3
                                         
Ratios/Supplemental Data:                                        
Net assets at end of year/period (000’s)   $ 127,802     $ 73,847     $ 61,243     $ 23,538     $ 5,116  
Expenses to Average Net Assets     0.75 %     0.75 %     0.75 %     0.75 %     0.75 %4
Net Investment Income (Loss) to Average Net Assets     -0.12 %     -0.12 %     0.12 %     0.07 %     0.23 %4
Portfolio Turnover Rate     19 %     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.

 

14

 

BlueStar Israel Technology ETF

 

NOTES TO FINANCIAL STATEMENTS

September 30, 2020

 

 

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.

 


15

 

BlueStar Israel Technology ETF

 

NOTES TO FINANCIAL STATEMENTS

September 30, 2020 (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, 2020, 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.

 


16

 

BlueStar Israel Technology ETF

 

NOTES TO FINANCIAL STATEMENTS

September 30, 2020 (Continued)

 

 

The following is a summary of the inputs used to value the Funds’ net assets as of September 30, 2020:

 

BlueStar Israel Technology ETF

 

Assets^   Level 1     Level 2     Level 3     Total  
                         
Common Stocks   $ 127,112,978     $     $     $ 127,112,978  
Short-Term Investments     482,190                   482,190  
ETFMG Sit Ultra Short ETF**     2,489,250                   2,489,250  
Investments Purchased with Securities Lending Collateral*                       19,745,039  
Total Investments in Securities   $ 130,084,418     $     $     $ 149,829,457  

 

^ 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.

 

** Investment was purchased with collateral.

 

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 2020 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, 2020, 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.

 


17

BlueStar Israel Technology ETF

 

NOTES TO FINANCIAL STATEMENTS

September 30, 2020 (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, 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.

 


18

BlueStar Israel Technology ETF

 

NOTES TO FINANCIAL STATEMENTS

September 30, 2020 (Continued)

 

 

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.

 

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.

 

Natural Disaster/Epidemic Risk. Natural or environmental disasters, such as earthquakes, fires, floods, hurricanes, tsunamis and other severe weather-related phenomena generally, and widespread disease, including pandemics and epidemics (for example, the novel coronavirus COVID-19), have been and can be highly disruptive to economies and markets and have recently led, and may continue to lead, to increased market volatility and significant market losses. Such natural disaster and health crises could exacerbate political, social, and economic risks previously mentioned, and result in significant breakdowns, delays, shutdowns, social isolation, and other disruptions to important global, local and regional supply chains affected, with potential corresponding results on the operating performance of the Funds and their investments. A climate of uncertainty and panic, including the contagion of infectious viruses or diseases, may adversely affect global, regional, and local economies and reduce the availability of potential investment opportunities, and increase the difficulty of performing due diligence and modeling market conditions, potentially reducing the accuracy of financial projections. Under the circumstances, the Funds may have difficulty achieving their investment objectives which may adversely impact performance. Further, such events can be highly disruptive to economies and markets, significantly disrupt the operations of individual companies (including, but not limited to, the Funds’ Sponsor and third party service providers), sectors, industries, markets, securities and commodity exchanges, currencies, interest and inflation rates, credit ratings, investor sentiment, and other factors affecting the value of the Funds’ investments. These factors can cause substantial market volatility, exchange trading suspensions and closures and can impact the ability of the Funds to complete redemptions and otherwise affect Fund performance and Fund trading in the secondary market. A widespread crisis may also affect the global economy in ways that cannot necessarily be foreseen at the current time. How long such events will last and whether they will continue or recur cannot be predicted. Impacts from these events could have significant impact on a Fund’s performance, resulting in losses to the Funds.

 

NOTE  4 – MANAGEMENT AND OTHER CONTRACTS

 

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.


19

BlueStar Israel Technology ETF

 

NOTES TO FINANCIAL STATEMENTS

September 30, 2020 (Continued)

 

 

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. 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 its affiliate, ETFMG Financial, LLC, to serve as distributor to the Funds (the “Distributor”). The Distributor provides marketing support for the Funds, including distributing marketing materials related to the Funds.

 

The Advisor has entered into an Agreement with BlueStar Global Investors LLC ( “BlueStar”), under which BlueStar agrees to sublicense the use of the Underlying Index from BlueStar Indexes for use by the Advisor and the Fund. BlueStar also provides marketing support for the Fund, including distributing marketing materials related to the Fund. BlueStar does not make investment decisions, provide investment advice, or otherwise act in the capacity of an investment adviser to the Fund. Additionally, BlueStar 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.

 

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, 2020, 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, 2020:

 

    Purchases     Sales  
BlueStar Israel Technology ETF   $ 18,771,901     $ 19,142,018  

 

The costs of purchases and sales of in-kind transactions associated with creations and redemptions for the year September 30, 2020:

 

    Purchases     Sales In-  
    In-Kind     Kind  
BlueStar Israel Technology ETF   $ 41,258,981     $ 17,093,958  

 


20

BlueStar Israel Technology ETF

 

NOTES TO FINANCIAL STATEMENTS

September 30, 2020 (Continued)

 

 

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 September 30, 2020.

 

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 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, either directly on behalf of each Fund or through one or more joint accounts, money market funds, or short-term bond funds, including those advised by or affiliated with the Advisor; however, all 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. Other investment companies in which a Fund may invest cash collateral can be expected to incur fees and expenses for operations, such as investment advisory and administration fees, which would be in addition to those incurred by the Fund, and which may be received in full or in part by the Advisor. Pursuant to guidance issued by the SEC staff, fees and expenses of money market funds used for cash collateral received in connection with loans of securities are not treated as Acquired Fund Fees and Expenses, which reflect a Fund’s pro rata share of the fees and expenses incurred by other investment companies in which the Fund invests (as disclosed in the Prospectus, as applicable). 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, 2020, 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*  
BlueStar Israel Technology ETF   $ 21,777,081     $ 22,130,039  

 

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

 


21

BlueStar Israel Technology ETF

 

NOTES TO FINANCIAL STATEMENTS

September 30, 2020 (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, 2020 were as follows:

 

                      Net  
          Gross     Gross     Unrealized  
          Unrealized     Unrealized     Appreciation  
    Cost     Appreciation     Depreciation     (Depreciation)  
BlueStar Israel Technology ETF   $ 117,071,095     $ 42,259,445     $ (9,501,084 )   $ 32,758,361  

 

    Undistributed     Undistributed     Total     Other     Total  
    Ordinary     Long-Term     Distributable     Accumulated     Accumulated  
    Income     Gain     Earnings     (Loss)     Gain  
BlueStar Israel Technology ETF   $ 945,391     $     $ 945,391     $ (1,142,183 )   $ 32,561,569  

 

As of September 30, 2020, the Fund had accumulated capital loss carryovers of:

 

    Capital Loss     Capital Loss        
    Carryover     Carryover        
    ST     LT     Expires  
BlueStar Israel Technology ETF   $ (913,699 )   $ (228,481 )   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, 2020.

 

    Late Year    
    Ordinary   Post-October
    Loss   Capital Loss
BlueStar Israel Technology 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, 2020, the following table shows the reclassifications made:

 

    Total        
    Distributable     Paid-In  
    Earnings/(Loss)     Capital  
BlueStar Israel Technology ETF   $ (8,198,574 )   $ 8,150,900  

 


22

BlueStar Israel Technology ETF

 

NOTES TO FINANCIAL STATEMENTS

September 30, 2020 (Continued)

 

 

The tax character of distributions paid by the Fund during the fiscal years ended September 30, 2020 and September 30, 2019 are as follows:

 

    Year Ended     Year Ended  
    September 30, 2020     September 30, 2019  
    From     From     From     From  
    Ordinary     Capital     Ordinary     Capital  
    Income     Gains     Income     Gains  
BlueStar Israel Technology ETF   $     $     $ 150,718     $  

 

NOTE  9 – INVESTMENTS IN AFFILIATES

 

BlueStar Israel Technology ETF

 

BlueStar Israel Technology ETF owned 5% or more of the voting security of the following company during the year ended September 30, 2020. Secure Works Corp, and ETFMG Sit Ultra Short ETF are deemed to be affiliates of the Fund as defined by the 1940 Act as of the year ended September 30, 2020. Transactions during the year in this security was as follows:

 

                            Change in                    
    Value at                 Realized     Unrealized           Value at        
    September 30,                 Gain     Appreciation     Dividend     September 30,     Ending  
Security Name   2019     Purchases     Sales     (Loss)     (Depreciation)     Income     2020     Shares  
ETFMG Sit                                                                
Ultra Short                                                                
ETF *   $       2,512,856           $     $ (23,606 )   $     $ 2,489,250       50,000  

*Affiliate as of September 30, 2020.

 

NOTE  10 – LEGAL MATTERS

 

The Trust, the Adviser and certain officers of the Adviser were 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 alleged claims based on disputes arising out of contractual relationships with the Adviser relating to certain series of the Trust. The action sought damages in unspecified amounts and injunctive relief based on breach of contract, wrongful termination, and several other claims.

 

The Adviser and its parent, Exchange Traded Managers Group, LLC (the “Company”), were 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. (“Nasdaq”) captioned Nasdaq, Inc. v. Exchange Traded Managers Group, LLC et al., Case 1:17-cv-08252. This action arose out of the same facts and circumstances, and relates to the same series of the Trust, as the New Jersey litigation and asserted claims for breach of contract, conversion and certain other claims. The matter was the subject of a bench trial in May 2019, and on December 20, 2019, the Court issued an Opinion and Order awarding compensatory damages to Plaintiff in the amount of $78,403,172.36, plus prejudgment interest. The Court also denied Plaintiff’s requests for punitive damages and equitable relief.

 

On May 1, 2020, Nasdaq, PureShares LLC (“PureShares”), and the Company announced a global settlement that resolves all claims in both the PureShares action and the Nasdaq action. The settlement is subject to ongoing negotiations and approvals among independent third parties. As part of the settlement, Nasdaq and the Company have agreed to certain cash payments from the Company to Nasdaq and PureShares, and have executed an asset purchase agreement to transfer certain Company intellectual property and related assets, to a Nasdaq affiliate, subject to shareholder approval. If the events set forth in the settlement agreement do not occur, and a subsequent settlement is not reached, the resulting conditions may adversely affect the Adviser’s future operations. However, 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.

 


23

BlueStar Israel Technology ETF

 

NOTES TO FINANCIAL STATEMENTS

September 30, 2020 (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.

 


24

 

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, 2020, 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 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 Fund as of September 30, 2020, 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 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 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, 2020 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 30, 2020

 


25

BlueStar Israel Technology ETF

 

EXPENSE EXAMPLE

Six Months Ended September 30, 2020 (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 six-month period and held for the entire period (April 1, 2020 to September 30, 2020).

 

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

 

                      Annualized  
    Beginning     Ending     Expenses     Expense Ratio  
    Account     Account     Paid     During Period  
    Value     Value     During     April 1, 2020 to  
    April 1,     September     the     September 30,  
    2020     30, 2020     Period^     2020  
Actual   $ 1,000.00     $ 1,537.90     $ 4.76       0.75 %
                                 
Hypothetical (5% annual)   $ 1,000.00     $ 1,021.25     $ 3.79       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 183/366 (to reflect the period from April 1, 2020 to September 30, 2020).

 

26

BlueStar Israel Technology ETF

 

SUPPLEMENTARY INFORMATION

September 30, 2020 (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, 2020, 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 0.00%

 

For corporate shareholders, the percent of ordinary income distributions qualifying for the corporate dividends received deduction for the fiscal year ended September 30, 2020 was as follows:

 

Fund Name DRD
BlueStar-Israel Technology ETF 0.00%

 

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
BlueStar-Israel Technology ETF 0.00%

 

NOTE  3 – INFORMATION ABOUT PORTFOLIO HOLDINGS

 

The Fund files a complete schedule of portfolio holdings with the SEC for its first and third fiscal quarters on Part F of Form N-PORT. Once filed, the Fund’s Part F of Form N-PORT is available without charge, upon request on the SEC’s website (www.sec.gov) and is available by calling (877) 756-7873. 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.

 


27

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 of Exchange Traded Managers Group LLC (since 2013); ETF Managers Group LLC (since 2016); ETFMG Financial LLC (since 2017); ETF Managers Capital LLC (commodity pool operator) (since 2014); and 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);

12 None

John A. Flanagan (1946)

 

Treasurer

(since 2015)

President, John A. Flanagan CPA, LLC (accounting services) (since 2010); Chief Financial Officer and Treasurer of Exchange Traded Managers Group LLC (since 2015); ETF Managers Group LLC (since 2016); and 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 of ETFMG Financial LLC (since 2017); ETF Managers Group LLC (since 2016); ETF Managers Capital LLC (since 2016); and Partner, Crow & Cushing (law firm) (2007-2016).

N/A N/A
Matthew J. Bromberg (1973) Assistant Secretary (since 2020)

General Counsel and Secretary of Exchange Traded Managers Group LLC (since 2020); ETF Managers Group LLC (since 2020); ETFMG Financial LLC (since 2020); ETF Managers Capital LLC (since 2020); Partner of Dorsey & Whitney LLP (law firm) (2019-2020); General Counsel of WBI Investments, Inc. (2016-2019); Millington Securities, Inc. (2016-2019); and Partner of Reed Smith (law firm) (2015-2016)

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

 


28

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

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).

12 None

Eric Weigel

(1960) 

Trustee (since 2020)

Senior Portfolio Manager, Little House Capital (2019-present); Managing Partner, Global Focus Capital LLC (2013-present); Chief Investment Officer, Insight Financial Strategist LLC (2017-2018)

12 None

 

29

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.


30

 

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, 2020

 

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, 2020

 

 

  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 23
   
Expense Example 24
   
Supplementary Information 25
   
Information About Portfolio Holdings 25
   
Information About Proxy Voting 25
   
Trustees and Officers Table 26
   
Privacy Policy 28

 

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 ETF (“MJ” or the “Fund”). The following information pertains to the year ended to September 30, 2020. During this period, market disruptions associated with the COVID-19 pandemic have had a global impact, and uncertainty regarding the long-term implications continues to exist. Such disruptions, along with various government orders and precautionary measures such as social distancing, business shutdowns and similar policies, led to a reduction in global economic activity. These policies have also resulted in periods of high market volatility which can adversely affect assets of the Fund and thus Fund performance. During the reporting period the COVID-19 pandemic contributed to approximately a five-fold increase in volatility for the broad market (represented by the Chicago Board Options Exchange Volatility Index).

 

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 -46.83%, while the total return for the Index was -50.41%. The best performers on the basis of contribution to return were Swedish Match AB, Atena Pharmaceuticals, and Scotts Miracle-Gro, while the worst performers were Hexo, Tilray, and Aurora Cannabis.

 

During the reporting period, the Fund saw an average approximate allocation of 67% of its total assets to Pharmaceuticals, 24% to Tobacco and 7% to Biotechnology.

 

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, 2020

 

The Fund’s performance figures* for the periods ended September 30, 2020, as compared to its benchmarks:

       
  One Year Annualized
Three Year
Annualized Since
Inception** -
September 30,

2020
ETFMG Alternative Harvest ETF - NAV (46.83)% (27.68)% (11.24)%
ETFMG Alternative Harvest ETF - Market Price (46.65)% (27.78)% (11.91)%
S&P 500 Index *** (1) 15.15% 12.28% 13.05%
Solactive Latin America Real Estate Index/Prime Alternative Harvest Index **** (1) (50.41)% (28.34)% (11.55)%
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, 2020. 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, 2020 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.
**** Solactive Latin America Real Estate Index/Prime Alternative Harvest Index - The Index tracks real estate companies in the Latin-America region. Weights in these companies depend on market cap, dividend yield, and share liquidity. The higher the dividend yield and share liquidity, the higher the weight of the respective company in the index. 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, 2020 (the last day of the fiscal year that the New York Stock Exchange was open) to maintain consistency with the Fund’s net asset value calculations used for shareholder transactions. The table reflects performance of the Solactive Latin America Real Estate Index through December 26, 2017 and the Prime Alternative Harvest Index thereafter.
(2) The expense ratio is taken from the Fund’s most recent prospectus dated January 31, 2020.

 

3 

 

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

 

 

 

Top Ten Holdings *

             
      Security   % of Total
Investments †
 
1     Canopy Growth Corporation     7.6 %
2     Cronos Group, Inc.     7.5 %
3     GW Pharmaceuticals plc     7.4 %
4     Tilray, Inc.     6.4 %
5     HEXO Corporation     4.7 %
6     Aphria, Inc.     4.5 %
7     Aurora Cannabis, Inc.     4.4 %
8     Organigram Holdings, Inc.     4.1 %
9     Arena Pharmaceuticals, Inc.     3.9 %
10     Vector Group Ltd.     3.6 %
      Top Ten Holdings of Total Investments†     54.1 %

 

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

† Percentage of total investments less cash.

 

Please refer to the Portfolio of Investments in this
Annual Report for a detailed listing of the Fund’s holdings

 

4 

 

ETFMG Alternative Harvest ETF

 

September 30, 2020

 

 

Important Disclosures and Key Risk Factors

 

Past performance is not indicative of future return. A fund’s performance for very short time periods may not be indicative of future performance.

 

MJ

 

The ETFMG Alternative Harvest ETF (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”).

 

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 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.

 

Unlike with an actively managed fund, the Fund’s adviser does not use techniques or defensive strategies designed to lessen the effects of market volatility or to reduce the impact of periods of market decline. This means that, based on market and economic conditions, the Fund’s performance could be lower than other types of funds that may actively shift their portfolio assets to take advantage of market opportunities or to lessen the impact of a market decline.

 

Natural or environmental disasters, such as earthquakes, fires, floods, hurricanes, tsunamis and other severe weather-related phenomena generally, and widespread disease, including pandemics and epidemics, have been and may be highly disruptive to economies and markets, adversely impacting individual companies, sectors, industries, markets, currencies, interest and inflation rates, credit ratings, investor sentiment, and other factors affecting the value of the Fund’s investments. Given the increasing interdependence among global economies and markets, conditions in one country, market, or region are increasingly likely to adversely affect markets, issuers, and/or foreign exchange rates in other countries, including the U.S. Any such events could have a significant adverse impact on the value of the Fund’s investments.

 

ETF Managers Group LLC is the investment advisor to the Fund.

 

The Fund is distributed by ETFMG Financial LLC. ETF Managers Group LLC and ETFMG Financial LLC are wholly owned subsidiaries of Exchange Traded Managers Group LLC (collectively, “ETFMG”). ETFMG is not affiliated with Prime Indexes.

 

5 

 

ETFMG Alternative Harvest ETF

 

PORTFOLIO ALLOCATIONS

As of September 30, 2020

 

 

    ETFMG
Alternative
Harvest ETF
 
As a percent of Net Assets:      
Canada     45.1 %
United States     33.5 %
United Kingdom     13.9 %
Japan     3.4 %
Sweden     3.3 %
Mexico     0.0 %^
Short-Term and other Net Assets (Liabilities)     0.8 %
      100.0 %
^ Less than 0.05%.        

 

6 

 

ETFMG Alternative Harvest ETF

 

Schedule of Investments

September 30, 2020

 

 

    Shares     Value  
COMMON STOCKS - 99.2%                
Canada - 45.1%                
Investment Companies - 7.6%                
Canopy Rivers, Inc. (a)     1,999,397     $ 1,051,089  
Cronos Group, Inc. (a) ^     7,321,147       36,678,947  
Total Investment Companies             37,730,036  
                 
Pharmaceuticals - 37.5%                
Aphria, Inc. (a) ^     4,947,746       21,918,515  
Aurora Cannabis, Inc. (a) ^     4,618,063       21,473,993  
Auxly Cannabis Group, Inc. (a)     4,508,549       440,172  
Canopy Growth Corp. (a) ^     2,617,512       37,482,772  
Charlottes Web Holdings, Inc.     1,395,883       3,302,190  
Green Organic Dutchman Holdings Ltd. (a) ^     19,983,083       3,676,809  
HEXO Corp. (a) ^     35,381,048       23,316,111  
MediPharm Labs Corp. (a) ^     7,497,753       4,955,145  
Organigram Holdings, Inc. (a) ^     19,011,805       19,962,395  
PharmaCielo Ltd. (a)     862,661       294,777  
Sundial Growers, Inc. (a) ^     3,947,897       949,864  
Supreme Cannabis Co., Inc. (a) ^     10,079,760       1,021,943  
The Flowr Corp. (a) ^     1,185,267       347,155  
Tilray, Inc. (a) ^     6,465,484       31,357,597  
Valens Groworks Corp. (a)     3,112,192       3,809,750  
Village Farms International, Inc. (a) ^     2,519,911       11,541,192  
Total Pharmaceuticals             185,850,380  
Total Canada             223,580,416  
                 
Japan - 3.4%                
Tobacco - 3.4%                
Japan Tobacco, Inc.     922,776       16,799,222  
                 
Mexico - 0.0%                
Construction & Engineering - 0.0%                
Empresas ICA SAB de CV (a)(b)     155,893        
                 
Sweden - 3.3%                
Tobacco - 3.3%                
Swedish Match AB     202,544       16,572,882  
                 
United Kingdom - 13.9%                
Pharmaceuticals - 7.4%                
GW Pharmaceuticals PLC - ADR (a)     375,344       36,539,738  
Tobacco - 6.5%                
British American Tobacco PLC     459,975       16,485,272  
Imperial Brands PLC     911,073       16,076,383  
Total Tobacco             32,561,655  
Total United Kingdom             69,101,393  
                 

 

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 - 33.5%                
Biotechnology - 7.5%                
Arena Pharmaceuticals, Inc. (a)     257,829     $ 19,283,031  
Cara Therapeutics, Inc. (a)     647,082       8,234,118  
Corbus Pharmaceuticals Holdings, Inc. (a) ^     3,649,648       6,569,366  
Zynerba Pharmaceuticals Inc. (a) ^     891,025       2,949,293  
Total Biotechnology             37,035,808  
Chemicals - 3.2%                
Scotts Miracle-Gro Co.     101,724       15,554,617  
Paper & Forest Products - 2.9%                
Schweitzer-Mauduit International, Inc.     490,912       14,918,816  
Specialty Retail - 3.0%                
GrowGeneration Corporation     935,811       14,954,260  
Tobacco - 16.9%                
22nd Century Group, Inc. (a) ^     9,962,568       6,384,014  
Altria Group, Inc.     384,757       14,867,011  
Philip Morris International, Inc.     206,568       15,490,534  
Turning Point Brands, Inc.     483,383       13,486,386  
Universal Corp.     378,897       15,868,206  
Vector Group Ltd.     1,820,357       17,639,259  
Total Tobacco             83,735,410  
Total United States             166,198,911  
TOTAL COMMON STOCKS (Cost $990,765,082)             492,252,824  
                 
COLLATERAL FOR SECURITIES LOANED - 25.5% +                
Stock Loan Cash Collateral - 25.5%                
Stock Loan Cash Collateral (Cost $126,295,063)             126,295,063  
                 
Total Investments (Cost $1,117,060,145) - 124.7%           $ 618,547,887  
Liabilities in Excess of Other Assets - (24.7)%             (122,577,090 )
NET ASSETS - 100.0%           $ 495,970,797  

 

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 $126,295,063 as of September 30, 2020.
^ All or a portion of this security is out on loan as of September 30, 2020. Total value of securities out on loan is $125,773,187.

 

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, 2020

 

 

ASSETS      
Investments in securities, at value*   $ 618,547,887  
Cash     2,611,354  
Foreign Cash     226,012  
Receivables:        
Securities lending income receivable     640,460  
Dividends and interest receivable     730,470  
TOTAL ASSETS     622,756,183  
         
LIABILITIES        
Collateral received for securities loaned (Note 7)     126,295,063  
Payables:        
Payable for investments purchased     213,023  
Management fees payable     277,300  
TOTAL LIABILITIES     126,785,386  
NET ASSETS   $ 495,970,797  
         
NET ASSETS CONSIST OF:        
Paid in capital   $ 1,578,076,062  
Total accumulated deficit     (1,082,105,265 )
NET ASSETS   $ 495,970,797  
         
*Identified Cost:        
Investments in securities   $ 1,117,060,145  
         
NET ASSET VALUE PER SHARE:        
Net Assets   $ 495,970,797  
Shares of beneficial interest outstanding ($0 par value, unlimited shares authorized)     47,850,000  
Net asset value (Net Assets ÷ Shares Outstanding)   $ 10.37  

 

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

 

9 

 

ETFMG Alternative Harvest ETF

 

STATEMENT OF OPERATIONS
Year Ended September 30, 2020

 

 

INVESTMENT INCOME      
Dividends (Net of Foreign tax withholdings of $322,106)   $ 9,478,278  
Securities Lending Income     33,492,542  
TOTAL INVESTMENT INCOME     42,970,820  
         
EXPENSES        
Management fees     4,599,419  
TOTAL EXPENSES     4,599,419  
NET INVESTMENT INCOME     38,371,401  
         
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS        
Net realized loss on:        
In-kind redemptions     (6,727,201 )
Investments     (309,545,337 )
Foreign currency transactions     (232,176 )
      (316,504,714 )
         
Net change in unrealized appreciation (depreciation) on:        
Investments     (135,956,849 )
Foreign currency translations     14,177  
      (135,942,672 )
         
NET REALIZED AND UNREALIZED LOSS ON INVESTMENTS     (452,447,386 )
         
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS   $ (414,075,985 )

 

 

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,
2020
    Year Ended
September 30,
2019
 
FROM OPERATIONS                
Net investment income   $ 38,371,401     $ 31,100,063  
Net realized loss on investments and foreign currency transactions     (316,504,714 )     (124,564,183 )
Net change in unrealized depreciation on investments and foreign currency transactions     (135,942,672 )     (487,112,889 )
Net decrease in net assets resulting from operations     (414,075,985 )     (580,577,009 )
                 
DISTRIBUTIONS TO SHAREHOLDERS                
Total distributions paid:     (37,958,000 )     (30,165,500 )
Net decrease in net assets resulting from distributions to shareholders     (37,958,000 )     (30,165,500 )
                 
FROM SHARES OF BENEFICIAL INTEREST                
Proceeds from shares sold     203,682,152       1,088,901,300  
Cost of shares redeemed     (56,673,991 )     (357,641,447 )
Transaction Fees (Note 1)     39,219       880,806  
Net increase in net assets resulting from shares of beneficial interest     147,047,380       732,140,659  
                 
TOTAL INCREASE (DECREASE) IN NET ASSETS     (304,986,605 )     121,398,150  
                 
NET ASSETS                
Beginning of Year     800,957,402       679,559,252  
End of Year   $ 495,970,797     $ 800,957,402  
                 
SHARE ACTIVITY                
Shares Sold     13,200,000       32,250,000  
Shares Redeemed     (3,800,000 )     (10,900,000 )
Net increase in shares of beneficial interest outstanding     9,400,000       21,350,000  
Beginning Shares     38,450,000       17,100,000  
Ending Shares     47,850,000       38,450,000  

 

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,
    Year Ended
September 30,
    Year Ended
September 30,
    Year Ended
September 30,
    Period Ended
September 30,
 
    2020     2019     2018     2017     2016 (1)  
Net asset value, beginning of period   $ 20.83     $ 39.74     $ 31.36     $ 29.64     $ 25.00  
                                         
Activity from investment operations:                                        
Net investment income (2)     0.91       1.02       0.37       0.57       0.98  
Net realized and unrealized gain (loss) on investments     (10.49 )     (18.96 )     8.95       4.42       4.59  
Total from investment operations     (9.58 )     (17.94 )     9.32       4.99       5.57  
                                         
Less distributions from:                                        
Net investment income     (0.88 )     (0.97 )     (0.74 )     (2.56 )     (0.93 )
Net realized gains                 (0.20 )     (0.71 )      
Total distributions     (0.88 )     (0.97 )     (0.94 )     (3.27 )     (0.93 )
                                         
Net asset value, end of period   $ 10.37     $ 20.83     $ 39.74     $ 31.36     $ 29.64  
                                         
Total return (3)(4)     (46.83 )%     (45.60 )%     33.85 %     20.23 %     22.63 %(6)
                                         
Net assets, at end of period (000s)   $ 495,971     $ 800,957     $ 679,559     $ 6,271     $ 2,964  
                                         
Ratio of net expenses to average net assets (5)     0.75 %     0.75 %     0.75 %     0.79 %     0.79 %
Ratio of net investment income to average net assets (5)     6.27 %     3.26 %     1.18 %     1.98 %     5.88 %
                                         
Portfolio Turnover Rate     46 %     71 %     97 %     44 %     44 %(6)

 

(1) Commencement of operations on December 2, 2015.
(2) Per share amounts calculated using the average shares method.
(3) 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.
(4) 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.
(5) Annualized for periods less than one year.
(6) Not annualized.

 

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

 

12 

 

 

ETFMG Alternative Harvest ETF

 

NOTES TO FINANCIAL STATEMENTS
September 30, 2020

 

 

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 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 “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”).

 

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.

 

13 

 

ETFMG Alternative Harvest ETF

 

NOTES TO FINANCIAL STATEMENTS
September 30, 2020 (Continued)

 

 

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, 2020, 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.

 

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.

 

14 

 

ETFMG Alternative Harvest ETF

 

NOTES TO FINANCIAL STATEMENTS
September 30, 2020 (Continued)

 

 

The following table presents a summary of the Funds’ assets measured at fair value as of September 30, 2020:

 

ETFMG Alternative Harvest ETF                        
Assets^   Level 1     Level 2     Level 3     Total  
Common Stocks   $ 492,252,824
  $     $ (a)   $ 492,252,824  
Collateral for Securities Loaned*                       126,295,063  
Total Investments in Securities   $ 492,252,824
  $     $     $ 618,547,887  

 

^ 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 the Fund’s tax positions, and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken in the Fund’s September 30, 2017 – September 30, 2019 tax returns or expected to be taken in the Fund’s September 30, 2020 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, 2020 (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, 2020 (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.

 

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.

 

17 

 

ETFMG Alternative Harvest ETF

 

NOTES TO FINANCIAL STATEMENTS 

September 30, 2020 (Continued)

 

 

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.

 

Natural Disaster/Epidemic Risk - Natural or environmental disasters, such as earthquakes, fires, floods, hurricanes, tsunamis and other severe weather-related phenomena generally, and widespread disease, including pandemics and epidemics (for example, the novel coronavirus COVID-19), have been and can be highly disruptive to economies and markets and have recently led, and may continue to lead, to increased market volatility and significant market losses. Such natural disaster and health crises could exacerbate political, social, and economic risks previously mentioned, and result in significant breakdowns, delays, shutdowns, social isolation, and other disruptions to important global, local and regional supply chains affected, with potential corresponding results on the operating performance of the Funds and their investments. A climate of uncertainty and panic, including the contagion of infectious viruses or diseases, may adversely affect global, regional, and local economies and reduce the availability of potential investment opportunities, and increases the difficulty of performing due diligence and modeling market conditions, potentially reducing the accuracy of financial projections. Under the circumstances, the Funds may have difficulty achieving their investment objectives which may adversely impact performance. Further, such events can be highly disruptive to economies and markets, significantly disrupt the operations of individual companies (including, but not limited to, the Funds’ Sponsor and third party service providers), sectors, industries, markets, securities and commodity exchanges, currencies, interest and inflation rates, credit ratings, investor sentiment, and other factors affecting the value of the Funds’ investments. These factors can cause substantial market volatility, exchange trading suspensions and closures and can impact the ability of the Funds to complete redemptions and otherwise affect Fund performance and Fund trading in the secondary market. A widespread crisis may also affect the global economy in ways that cannot necessarily be foreseen at the current time. How long such events will last and whether they will continue or recur cannot be predicted. Impacts from these events could have significant impact on a Fund’s performance, resulting in losses to the Funds.

 

18 

 

ETFMG Alternative Harvest ETF

 

NOTES TO FINANCIAL STATEMENTS 

September 30, 2020 (Continued)

 

 

4. MANAGEMENT AND OTHER CONTRACTS

 

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”). The Advisor has entered into an Agreement with its affiliate, ETFMG Financial, LLC (the “Distributor”). The Distributor provides marketing support for the Fund, including distributing marketing materials related to the Fund. Level ETF Ventures, LLC (“Level”) serves as the index provider for the Fund. Level is not affiliated with the Fund or the Advisor.

 

Ultimus Fund Solutions, LLC (“Ultimus”) acts as sub-administrative and sub-accounting agent of the Fund. For its services in this capacity, Ultimus is entitled to a fee based on the average daily net assets of the Fund and subject to a minimum annual fee. In addition to the asset-based fee, Ultimus is entitled to certain non-material fees, as well as out of pocket expenses. The fee paid to Ultimus is paid out of the investment advisory fee paid to the Adviser by the Fund.

 

Wedbush Securities Inc. (“Wedbush”), a broker-dealer that is a member of a national securities exchange, as defined in the Exchange Act, serves as the custodian of the Fund. Wedbush holds cash, securities and other assets of the Fund as required by the 1940 Act. In May, 2020, Wedbush acquired a minority, non-voting, equity interest in the parent company of the Advisor, Exchange Traded Managers Group, LLC.

 

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, 2020, the Fund did not incur any 12b-1 expenses.

 

19 

 

ETFMG Alternative Harvest ETF

 

NOTES TO FINANCIAL STATEMENTS 

September 30, 2020 (Continued)

 

 

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, 2020:

 

The costs of purchases and sales of in-kind transactions associated with creations and redemptions for the year ended September 30, 2020:

 

Purchases     Sales  
$ 298,003,220     $ 278,013,154  

 

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.

 

Purchases 

In-Kind 

   

Sales 

In-Kind 

 
$ 193,839,582     $ 53,338,167  

 

There were no purchases or sales of U.S. Government obligations for the year ended September 30, 2020.

 

7. SECURITIES LENDING

 

The Fund may lend up to 33 1⁄3% of the value of the Fund’s total assets 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 and the Custodian receive compensation in the form of loan fees. The amount of loan fees depends on a number of factors including the type of security, demand to borrow such security and the 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 Custodian and its associated persons will receive compensation in connection with the use of the loaned securities of the Fund. 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 Custodian.

 

As of September 30, 2020, 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* 

 
$ 126,295,063     $ 126,295,063  

 

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

 

20 

 

ETFMG Alternative Harvest ETF

 

NOTES TO FINANCIAL STATEMENTS 

September 30, 2020 (Continued)

 

 

8. TAX COMPONENTS OF CAPITAL

 

As of September 30, 2020, 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)

 
$ 932,023     $     $ (317,435,569 )   $ (161,494,108 )   $     $ (604,107,611 )   $ (1,082,105,265 )

 

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 gains of $5,234.

 

Capital losses incurred after October 31 within the fiscal year are deemed to arise on the first business day of the following fiscal year for tax purposes. The Fund incurred and elected to defer such capital losses of $317,435,569.

 

At September 30, 2020, the Fund had capital loss carry forwards for federal income tax purposes available to offset future capital gains as follows:

 

Non-Expiring 

Short-Term

   

Non-Expiring 

Long-Term

    Total     CLCF Utilized  
$ 128,346,757     $ 33,147,351     $ 161,494,108     $  

 

Permanent book and tax differences, primarily attributable to tax adjustments for realized gains (losses) on in-kind redemptions and tax return updates related to fiscal year ended September 30, 2019, resulted in reclassifications for the year ended September 30, 2020 as follows:

 

Paid

In

Capital

   

Accumulated

Earnings (Losses)

 
$ (14,942,397 )   $ 14,942,397  

 

9. DISTRIBUTIONS TO SHAREHOLDERS

 

The tax character of distributions paid during the following years was as follows:

 

Year Ended September 30, 2020     Year Ended September 30, 2019  

From Ordinary

Income

   

From Capital

Gains

   

From Ordinary

Income

   

From Capital

Gains

 
$ 38,259,296     $     $ 30,165,500     $  

 

The difference between ordinary distributions paid from book and ordinary distributions paid from tax relates to allowable foreign tax credits of $301,296 for year ended September 30, 2020 for the Fund which have been passed through to the Fund’s underlying shareholders and are deemed dividends for tax purposes.

 

21 

 

ETFMG Alternative Harvest ETF

 

NOTES TO FINANCIAL STATEMENTS 

September 30, 2020 (Continued)

 

 

10. AGGREGATE UNREALIZED APPRECIATION AND DEPRECIATION – TAX BASIS

 

Tax Cost    

Gross Unrealized

Appreciation

   

Gross Unrealized

Depreciation

   

Net Unrealized

Depreciation

 
$ 1,222,660,732     $ 25,287,078     $ (629,399,923 )   $ (604,112,845 )

 

11. LEGAL MATTERS

 

The Trust, a former and current trustee of the Trust, the Adviser and certain officers of the Adviser were 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 alleged claims based on disputes arising out of contractual relationships with the Adviser relating to certain series of the Trust. The action sought damages in unspecified amounts and injunctive relief based on breach of contract, wrongful termination, and several other claims.

 

The Adviser and its parent, ETFMG, were 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. (“Nasdaq”) captioned Nasdaq, Inc. v. Exchange Traded Managers Group, LLC et al., Case 1:17-cv-08252. This action arose out of the same facts and circumstances, and relates to the same series of the Trust, as the New Jersey litigation and asserted claims for breach of contract, conversion and certain other claims. The matter was the subject of a bench trial in May 2019, and on December 20, 2019, the Court issued an Opinion and Order awarding compensatory damages to Plaintiff in the amount of $78,403,172.36, plus prejudgment interest. The Court also denied Plaintiffs requests for punitive damages and equitable relief.

 

On May 1, 2020, Nasdaq, PureShares LLC (“PureShares”), and ETFMG announced a global settlement that resolves all claims in both the PureShares action and the Nasdaq action. The settlement is subject to future negotiations and approvals among independent third parties. As part of the settlement, Nasdaq and ETFMG have agreed to certain cash payments from ETFMG to Nasdaq and PureShares, and have executed an asset purchase agreement to transfer certain ETFMG intellectual property and related assets, to a Nasdaq affiliate. The Adviser does not believe that the resolution of these matters will have a material adverse effect on the Fund’s financial statements. If the events set forth in the settlement agreement do not occur, and a subsequent settlement is not reached, the resulting conditions may adversely affect the Adviser’s future operations.

 

12. 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 other than as disclosed in Note 11 above.

 

22 

 

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, 2020, 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 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 Fund as of September 30, 2020, 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 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 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, 2020 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 30, 2020

 

23 

 

ETFMG Alternative Harvest ETF

 

EXPENSE EXAMPLE 

September 30, 2020 (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, 2020 through September 30, 2020.

 

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

4/1/2020

   

Ending Account

Value

9/30/2020

   

Expenses Paid

During Period*

4/1/20-9/30/20

   

Expense Paid

During Period**

4/1/20-9/30/20

 
Actual   $ 1,000.00     $ 955.80     $ 3.67       0.75 %
                                 

Hypothetical (5% return before expenses)

  $ 1,000.00     $ 1,021.25     $ 3.79       0.75 %

 

*”Actual” expense information for the Fund is for the period from April 1, 2020 to September 30, 2020. Actual expenses are equal to the Fund’s annualized net expense ratio multiplied by 183/366 (to reflect the period from April 1, 2020 to September 30, 2020). “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 183/366 (to reflect the full half-year period). 

** Annualized.

 

24 

 

ETFMG Alternative Harvest ETF

 

SUPPLEMENTARY INFORMATION 

September 30, 2020 (Unaudited)

 

 

INFORMATION ABOUT PORTFOLIO HOLDINGS

 

Funds file a complete schedule of portfolio holdings with the Securities and Exchange Commission (the “SEC”) for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT, within sixty days after the end of the period. Form N-PORT reports are available at the SEC’s website at www.sec.gov.

 

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.

 

25 

 

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 of Exchange Traded Managers Group LLC (since 2013); ETF Managers Group LLC (since 2016); ETFMG Financial LLC (since 2017); ETF Managers Capital LLC (commodity pool operator) (since 2014); and 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); 11 None

John A. Flanagan

(1946)

Treasurer (since 2015) President, John A. Flanagan CPA, LLC (accounting services) (since 2010); Chief Financial Officer and Treasurer of Exchange Traded Managers Group LLC (since 2015); ETF Managers Group LLC (since 2016); and 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 of ETFMG Financial LLC (since 2017); ETF Managers Group LLC (since 2016); ETF Managers Capital LLC (since 2016); and Partner, Crow & Cushing (law firm) (2007-2016). N/A N/A

Reshma A. Tanczos

(1978)

Chief Compliance Officer (since 2016) Chief Compliance Officer of ETFMG Financial LLC (since 2017); ETF Managers Group LLC (since 2016); ETF Managers Capital LLC (since 2016); and Partner, Crow & Cushing (law firm) (2007-2016). N/A N/A

Matthew J. Bromberg

(1973)

Assistant Secretary (since 2020) General Counsel and Secretary of Exchange Traded Managers Group LLC (since 2020); ETF Managers Group LLC (since 2020); ETFMG Financial LLC (since 2020); ETF Managers Capital LLC (since 2020); Partner of Dorsey & Whitney LLP (law firm) (2019-2020); General Counsel of WBI Investments, Inc. (2016-2019); Millington Securities, Inc. (2016-2019); and Partner of Reed Smith (law firm) (2015-2016) N/A N/A
* Mr. Masucci is an interested Trustee by virtue of his role as the Chief Executive Officer of the Adviser.

 

26 

 

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

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). 11 None

Eric Weigel

(1960)

Trustee (since 2020) Senior Portfolio Manager, Little House Capital (2019-present); Managing Partner, Global Focus Capital LLC (2013-present); Chief Investment Officer, Insight Financial Strategist LLC (2017-2018) 11 None

 

27 

 

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.

 

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.

 

28 

 

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, 2020

 

Wedbush ETFMG Video Game Tech ETF

 

 

Wedbush ETFMG Global Cloud Technology ETF

 

 

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 funds are a series of ETF Managers Trust.

 


 

Wedbush ETFMG TM ETF

 

TABLE OF CONTENTS
September 30, 2020

 

 

  Page
Shareholder Letter 2
   
Growth of $10,000 Investment – IVES 4
   
Top 10 Holdings – IVES 5
   
Growth of $10,000 Investment - GAMR 6
   
Top 10 Holdings - GAMR 7
   
Important Disclosures and Key Risk Factors 8
   
Portfolio Allocations 10
   
Schedule of Investments 11
   
Statement of Assets and Liabilities 20
   
Statement of Operations 21
   
Statements of Changes in Net Assets 22
   
Financial Highlights 24
   
Notes to the Financial Statements 26
   
Report of Independent Registered Public Accounting Firm 37
   
Expense Example 38
   
Supplementary Information 39
   
Information About Portfolio Holdings 40
   
Information About Proxy Voting 40
   
Trustees and Officers Table 41
   
Privacy Policy 43

 

1

 

Wedbush ETFMG TM ETF

 

Dear Shareholder,

 

On behalf of the entire team, we want to express our appreciation for the confidence you have placed in these Funds. The following information pertains to the fiscal period from October 1, 2019 to September 30, 2020. During this period, market disruptions associated with the COVID-19 pandemic have had a global impact, and uncertainty regarding the long-term implications continues to exist. Such disruptions, along with various government orders and precautionary measures such as social distancing, business shutdowns and similar policies, led to a reduction in global economic activity. These policies have also resulted in periods of high market volatility which can adversely affect assets of the Funds and thus respective Fund’s performance. During the reporting period the COVID-19 pandemic contributed to approximately a five-fold increase in volatility for both the broad market (represented by the Chicago Board Options Exchange Volatility Index) as well as the technology sector (represented by the Chicago Board Options Exchange NDX Volatility Index).

 

Performance Overview

 

During the 12-month period ended September 2020, the S&P 500 Information Technology Sector Index, a broad measure of US listed technology companies, returned 47.23%. During the same period, the S&P Global 1200 Information Technology Sector Index, a broad measure of global technology companies, returned 44.94%. Below is a performance overview for each Fund for the same 12-month period.

 

Wedbush ETFMG Global Cloud Technology ETF (IVES)*

 

The Wedbush ETFMG Global Cloud Technology ETF (“IVES”) seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of the Dan Ives Global Cloud Technology Prime Index (the “Cloud Technology Index”).

 

Over the period, the total return for IVES was 18.58%, while the total return for the Cloud Technology Index was 18.60%. The best performers in IVES, on the basis of contribution to return, were Datadog, Elastic NV, and Sinch AB, while the worst performers were Textron, Workhorse Group, and Boeing.

 

During the reporting period, IVES saw an average approximate allocation of 28% of its total assets to Software, 26% to Aerospace & Defense and 17% to IT Services.

 

Wedbush ETFMG Video Game Tech ETF (GAMR)**

 

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

 

Over the period, the total return for GAMR was 64.12%, while the total return for the Video Game Index was 66.32%. The best performers in GAMR, on the basis of contribution to return, were Bilibili, Stillfront Group AB, and Embracer Group AB, while the worst performers were Konami Holdings, NetDragon Websoft Holdings, and Aeria.

 

During the reporting period, GAMR saw an average approximate allocation of 69% of its total assets to Entertainment, 7% to Technology Hardware, Storage & Peripherals and 6% to Interactive Media & Services.

 

2

 

Wedbush ETFMG TM ETF

 

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

 

Sincerely,

 

 

 

Samuel Masucci III
Chairman of the Board

 

*Please be aware that as of Tuesday, April 7, 2020 the following changes went into effect for the ETFMG Drone Economy Strategy ETF (IFLY): 

1. The Fund’s name was changed to the Wedbush ETFMG Global Cloud Technology ETF;

2. The Fund’s previous underlying index, the Reality Shares Drone Index (the “Previous Index”), was replaced with the Dan Ives Global Cloud Technology Prime Index; and

3. The Fund’s investment objective was changed to the following: “The Wedbush ETFMG Global Cloud Technology ETF seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of the Dan Ives Global Cloud Technology Prime Index” (the “Index”).

4. The Fund’s ticker was changed to “IVES”.

 

**Please be aware that as of Friday, April 17, 2020 the name of the ETFMG Video Game Tech ETF changed to the “Wedbush ETFMG Video Game Tech ETF”.

 

3

 

Wedbush ETFMG TM ETF

 

ETFMG Global Cloud Technology ETF Growth of $10,000 (Unaudited)

 

 

 

Average Annual Returns
Year Ended September 30, 2020
1 Year
Return
Since Inception
(3/8/2016)
Value of $10,000
(9/30/2020)
ETFMG Global Cloud Technology ETF (NAV)     18.58% 13.08%    $17,526
ETFMG Global Cloud Technology ETF (Market)    18.27% 13.09%    $17,534
S&P 500 Index    15.15% 14.58%    $18,612
ETFMG Global Cloud Blended Index    18.60% 12.70%    $17,256

 

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.

 

4

 

Wedbush ETFMG TM ETF

 

Wedbush ETFMG Global Cloud Technology ETF

 

 

Top Ten Holdings as of September 30, 2020 (Unaudited)*

 

        % of Total
  Security     Investments
  1 ETFMG Sit Ultra Short ETF   4.26%
  2 GDS Holdings Ltd.   3.85%
  3 Elastic NV   3.61%
  4 Itochu Techno-Solutions Corp.   3.54%
  5 Nice, Ltd.   3.52%
  6 Open Text Corp.   3.38%
  7 Datadog, Inc.   3.23%
  8 Kingsoft Cloud Holdings Ltd.   2.84%
  9 Coupa Software, Inc.   2.76%
10 SCSK Corp.   2.65%

Top Ten Holdings 33.64% of Total Investments

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

 

5

 

Wedbush ETFMG TM ETF

 

ETFMG Video Game Tech ETF
Growth of $10,000 (Unaudited)

 

 

Average Annual Returns 1 Year Since Inception Value of $10,000
Period Ended September 30, 2020 Return (3/8/2016) (9/30/2020)
ETFMG Video Game Tech ETF (NAV)    64.12% 25.89% $28,602
ETFMG Video Game Tech ETF (Market)    64.78% 26.02% $28,742
S&P 500 Index   15.15% 14.58% $18,612
EEFund Video Game Tech Index   66.32% 26.26% $28,991

 

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.

 

6

 

Wedbush ETFMG TM ETF

 

Wedbush ETFMG Video Game Tech ETF

 

 

Top Ten Holdings as of September 30, 2020 (Unaudited)*

 

        % of Total
  Security     Investments
  1 Corsair Gaming, Inc.   2.50%
  2 Gravity Co., Ltd.   2.25%
  3 Sciplay Corp.   2.11%
  4 Stillfront Group AB   2.00%
  5 ETFMG Sit Ultra Short ETF   1.91%
  6 Unity Software, Inc.   1.89%
  7 Paradox Interactive AB   1.89%
  8 Gree, Inc.   1.87%
  9 Glu Mobile, Inc.   1.86%
10 Zynga, Inc.   1.84%

Top Ten Holdings 20.12% of Total Investments

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

 

7

 

Wedbush ETFMG TM ETF

 

 

Important Disclosures and Key Risk Factors

 

Past performance is not indicative of future return. A fund’s performance for very short time periods may not be indicative of future performance.

 

IVES

 

The Wedbush ETFMG Global Cloud Technology ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of the Dan Ives Global Cloud Technology Prime Index (the “Index”).

 

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. Cloud Technology Companies may have limited product lines, markets, financial resources or personnel. These companies typically face intense competition and potentially rapid product obsolescence. In addition, many Cloud Technology Companies store sensitive consumer information and could be the target of cybersecurity attacks and other types of theft, which could have a negative impact on these companies. As a result, Cloud Technology Companies may be adversely impacted by government regulations, and may be subject to additional regulatory oversight with regard to privacy concerns and cybersecurity risk. These companies are also heavily dependent on intellectual property rights and may be adversely affected by loss or impairment of those rights. Cloud computing companies could be negatively impacted by disruptions in service caused by hardware or software failure, or by interruptions or delays in service by third-party data center hosting facilities and maintenance providers. Cloud Technology Companies, especially smaller companies, tend to be more volatile than companies that do not rely heavily on technology. Companies in the technology field, including companies in the computers, telecommunications and electronics industries, face intense competition, which may have an adverse effect on profit margins.

 

Unlike with an actively managed fund, the Fund’s adviser does not use techniques or defensive strategies designed to lessen the effects of market volatility or to reduce the impact of periods of market decline. This means that, based on market and economic conditions, the Fund’s performance could be lower than other types of funds that may actively shift their portfolio assets to take advantage of market opportunities or to lessen the impact of a market decline.

 

Natural or environmental disasters, such as earthquakes, fires, floods, hurricanes, tsunamis and other severe weather-related phenomena generally, and widespread disease, including pandemics and epidemics, have been and may be highly disruptive to economies and markets, adversely impacting individual companies, sectors, industries, markets, currencies, interest and inflation rates, credit ratings, investor sentiment, and other factors affecting the value of the Fund’s investments. Given the increasing interdependence among global economies and markets, conditions in one country, market, or region are increasingly likely to adversely affect markets, issuers, and/or foreign exchange rates in other countries, including the U.S. Any such events could have a significant adverse impact on the value of the Fund’s investments.

 

ETF Managers Group LLC is the investment advisor to the Fund.

 

The Fund is distributed by ETFMG Financial LLC. ETF Managers Group LLC and ETFMG Financial LLC are wholly owned subsidiaries of Exchange Traded Managers Group LLC (collectively, “ETFMG”). ETFMG is not affiliated with Wedbush Securities LLC, Prime Indexes or Level ETF Ventures.

 

8

 

Wedbush ETFMG TM ETF

 

 

GAMR

 

The Wedbush 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. 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.

 

Unlike with an actively managed fund, the Fund’s adviser does not use techniques or defensive strategies designed to lessen the effects of market volatility or to reduce the impact of periods of market decline. This means that, based on market and economic conditions, the Fund’s performance could be lower than other types of funds that may actively shift their portfolio assets to take advantage of market opportunities or to lessen the impact of a market decline.

 

Natural or environmental disasters, such as earthquakes, fires, floods, hurricanes, tsunamis and other severe weather-related phenomena generally, and widespread disease, including pandemics and epidemics, have been and may be highly disruptive to economies and markets, adversely impacting individual companies, sectors, industries, markets, currencies, interest and inflation rates, credit ratings, investor sentiment, and other factors affecting the value of the Fund’s investments. Given the increasing interdependence among global economies and markets, conditions in one country, market, or region are increasingly likely to adversely affect markets, issuers, and/or foreign exchange rates in other countries, including the U.S. Any such events could have a significant adverse impact on the value of the Fund’s investments.

 

ETF Managers Group LLC is the investment adviser to the Fund.

 

The Fund is distributed by ETFMG Financial LLC. ETF Managers Group LLC and ETFMG Financial LLC are wholly owned subsidiaries of Exchange Traded Managers Group LLC (collectively, “ETFMG”). ETFMG is not affiliated with EEFund Management or Wedbush Securities LLC.

 

9

 

Wedbush ETFMG TM ETF

 

PORTFOLIO ALLOCATIONS

As of September 30, 2020 (Unaudited)

 

 

    Wedbush
ETFMG Global
Cloud
Technology ETF
    Wedbush
ETFMG Video
Game Tech ETF
 
As a percent of Net Assets:        
Australia     3.7 %     %
Canada     4.3        
Chile     0.4        
France           1.9  
Germany     2.1          
Israel     4.4        
Italy           0.6  
Japan     11.7       16.7  
Netherlands     4.5          
Norway           0.3  
Poland           1.7  
Republic of Korea     0.2       19.0  
Singapore     2.0        
Sweden     2.8       7.6  
Switzerland           0.3  
Taiwan, Province of China           4.5  
United Kingdom     0.6       5.7  
United States     62.8       41.2  
Exchange Traded Funds     5.3       2.0  
Short-Term and other Net Assets (Liabilities)     (4.8 )     (1.5 )
      100.0 %     100.0 %
                 
10

 

Wedbush ETFMG TM ETF

 

Wedbush ETFMG Global Cloud Technology ETF

 

Schedule of Investments

September 30, 2020

 

 

    Shares     Value  
COMMON STOCKS - 99.5%                
Australia - 3.7%                
IT Services - 3.7% (d)                
Data#3, Ltd.     41,359
  $ 194,329  
Megaport, Ltd. (a)     41,008       472,595  
NEXTDC, Ltd. (a)     121,638       1,069,874  
Total IT Services             1,736,798  
                 
Canada - 4.3%                
Software - 4.3% (d)                
Open Text Corp.     46,795       1,977,862  
                 
Chile - 0.4%                
IT Services - 0.4% (d)                
SONDA SA     232,136       165,448  
                 
Germany - 2.1%                
Software - 2.1% (d)                
Software AG     19,687       971,297  
                 
Israel - 4.4%                
Software - 4.4% (d)                
Nice, Ltd. (a)     9,102       2,056,233  
                 
Japan - 11.7%                
IT Services - 10.8% (d)                
Hennge KK (a)     4,252       272,138  
i3 Systems, Inc. (a)     1,339       91,285  
Itochu Techno-Solutions Corp.     54,715       2,067,409  
NS Solutions Corp.     25,328       778,104  
SCSK Corp.     27,852       1,550,194  
TechMatrix Corp.     11,855       256,850  
Total IT Services             5,015,980  
Software - 0.9% (d)                
Cybozu, Inc.     14,052       441,019  
Total Japan             5,456,999  
                 
Netherlands - 4.5%                
Software - 4.5% (d)                
Elastic NV (a)(b)     19,540       2,108,172  
                 
Republic of Korea - 0.2%                
Diversified Telecommunication Services - 0.2%                
KINX, Inc.     1,300       97,597  
                 
Singapore - 2.0%                
Real Estate Investment Trusts (REITs) - 2.0%                
Keppel DC REIT     437,009       931,611  

 

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

 

11

 

Wedbush ETFMG TM ETF

 

Wedbush ETFMG Global Cloud Technology ETF

 

Schedule of Investments

September 30, 2020 (Continued)

 

 

    Shares     Value  
Sweden - 2.8%        
Software - 2.8% (d)        
Sinch AB (a)     15,776
  $ 1,291,202  
                 
United Kingdom - 0.6%                
Software - 0.6% (d)                
Micro Focus International PLC     90,949       288,815  
                 
United States - 62.8%                
Communications Equipment - 0.2%                
Inseego Corp. (a)(b)     10,732       110,754  
IT Services - 20.1% (d)                
21Vianet Group, Inc. - ADR (a)     34,883       807,890  
Chinasoft International, Ltd.     725,322       524,100  
Fastly, Inc. - Class A (a)(b)     11,666       1,092,871  
GDS Holdings, Ltd. - ADR (a)(b)     27,497       2,250,080  
Kingsoft Cloud Holdings, Ltd. - ADR (a)(b)     56,130       1,657,519  
Limelight Networks, Inc. (a)(b)     13,485       77,674  
MongoDB, Inc. (a)(b)     6,528       1,511,297  
Rackspace Technology, Inc. (a)(b)     22,189       428,026  
SUNeVision Holdings, Ltd.     623,363       508,339  
Switch, Inc. - Class A     26,574       414,820  
Unisys Corp. (a)(b)     6,960       74,263  
Total IT Services             9,346,879  
Real Estate Investment Trusts (REITs) - 4.1%                
CoreSite Realty Corp. (b)     4,702       558,974  
CyrusOne, Inc.     12,960       907,589  
QTS Realty Trust, Inc. - Class A (b)     6,786       427,654  
Total Real Estate Investment Trusts (REITs)             1,894,217  
                 

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

 

12

 

Wedbush ETFMG TM ETF

 

Wedbush ETFMG Global Cloud Technology ETF

 

Schedule of Investments

September 30, 2020 (Continued)

 

 

    Shares     Value  
Software - 34.8% (d)        
8x8, Inc. (a)(b)     11,513     $ 179,027  
Alteryx, Inc. - Class A (a)(b)     7,339       833,343  
Anaplan, Inc. (a)     15,499       969,927  
Appfolio, Inc. - Class A (a)     3,803       539,303  
Appian Corp. (a)(b)     7,716       499,611  
Blackbaud, Inc. (b)     5,476       305,725  
Box, Inc. - Class A (a)     17,294       300,224  
Cloudera, Inc. (a)     34,170       372,111  
Cloudflare, Inc. - Class A (a)     33,903       1,392,057  
CommVault Systems, Inc. (a)     5,124       209,059  
Coupa Software, Inc. (a)     5,874       1,610,886  
Datadog, Inc. - Class A (a)     18,500       1,889,960  
Domo, Inc. - Class B (a)     3,233       123,921  
Dropbox, Inc. - Class A (a)     45,839       882,859  
Everbridge, Inc. (a)(b)     3,820       480,289  
Jamf Holding Corp. (a)     12,976       488,027  
MicroStrategy, Inc. - Class A (a)     1,070       161,099  
nCino, Inc. (a)     9,941       792,099  
New Relic, Inc. (a)     6,654       375,019  
Nutanix, Inc. - Class A (a)(b)     22,308       494,791  
PagerDuty, Inc. (a)(b)     8,774       237,863  
Smartsheet, Inc. - Class A (a)(b)     13,375       660,993  
SolarWinds Corp. (a)(b)     34,641       704,598  
Teradata Corp. (a)(b)     12,040       273,308  
Xunlei Ltd. - ADR (a)     18,274       62,863  
Zendesk, Inc. (a)     12,800       1,317,376  
Total Software             16,156,338  
Technology Hardware, Storage & Peripherals - 3.6%                
NetApp, Inc.     24,619       1,079,298  
Pure Storage, Inc. - Class A (a)(b)     29,273       450,511  
Super Micro Computer, Inc. (a)     5,843       154,255  
Total Technology Hardware, Storage & Peripherals             1,684,064  
Total United States             29,192,252  
TOTAL COMMON STOCKS (Cost $34,242,175)             46,274,286  
                 

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

 

13

 

Wedbush ETFMG TM ETF

 

Wedbush ETFMG Global Cloud Technology ETF

 

Schedule of Investments

September 30, 2020 (Continued)

 

 

    Shares     Value  
         
INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL - 25.7%                
ETFMG Sit Ultra Short ETF (e)     50,000
  $ 2,489,250  
Mount Vernon Liquid Assets Portfolio, LLC, 0.18% (c)     9,482,214       9,482,214  
TOTAL INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL (Cost $11,970,163)             11,971,464  
                 
SHORT-TERM INVESTMENTS - 0.4%                
Money Market Funds - 0.4%                
Invesco Advisers, Inc. STIT-Treasury Portfolio - Institutional Class, 0.02%(c)     200,848       200,848  
TOTAL SHORT-TERM INVESTMENTS (Cost $200,848)             200,848  
                 
Total Investments (Cost $46,413,186) - 125.6%             58,446,598  
Liabilities in Excess of Other Assets - (25.6)%             (11,931,107 )
TOTAL NET ASSETS - 100.0%           $ 46,515,491  

 

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, 2020.
(c) The rate shown is the annualized seven-day yield at September 30, 2020.
(d) As of September 30, 2020, the Fund had a significant portion of its assets in the Software & IT Services Industries.
(e) Affiliated security. Please refer to Note 9 of the Notes to Financial Statements.

 

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

 

14

 

Wedbush ETFMG TM ETF

 

Wedbush ETFMG Video Game Tech ETF

 

Schedule of Investments

September 30, 2020

 

 

    Shares     Value  
COMMON STOCKS - 99.5%                
France - 1.9%                
Entertainment - 1.9% (d)                
Ubisoft Entertainment SA (b)     25,049
  $ 2,263,165  
                 
Italy - 0.6%                
Entertainment - 0.6% (d)                
Digital Bros SpA     27,386       687,130  
                 
Japan - 16.7%                
Entertainment - 13.2% (d)                
Aeria, Inc.     146,431       705,324  
Aiming, Inc. (a)(b)     104,740       694,195  
Capcom Co., Ltd.     42,786       2,377,338  
COLOPL, Inc.     33,880       288,477  
DeNa Co., Ltd.     17,250       316,001  
Gumi, Inc.     63,234       580,387  
GungHo Online Entertainment, Inc.     14,422       308,638  
KLab, Inc. (b)     81,617       727,445  
Koei Tecmo Holdings Co., Ltd.     7,560       362,714  
Konami Holdings Corp.     51,877       2,233,173  
Marvelous, Inc.     95,621       725,329  
Nexon Co., Ltd.     91,374       2,271,679  
Nintendo Co., Ltd.     3,937       2,227,103  
Square Enix Holdings Co., Ltd.     34,960       2,307,131  
Total Entertainment             16,124,934  
Household Durables - 1.0%                
Sony Corp. - ADR (b)     16,647       1,277,657  
Interactive Media & Services - 2.0%                
Gree, Inc.     504,732       2,440,746  
Leisure Products - 0.5%                
Bandai Namco Holdings, Inc.     4,607       335,877  
Sega Sammy Holdings, Inc.     25,309       306,688  
Total Leisure Products             642,565  
Total Japan             20,485,902  
                 
Norway - 0.3%                
Semiconductors & Semiconductor Equipment - 0.3%                
Nordic Semiconductor ASA (b)     30,099       309,783  
                 
Poland - 1.7%                
Entertainment - 1.7% (d)                
CD Projekt SA (b)     19,193       2,077,496  

 

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

 

15

 

Wedbush ETFMG TM ETF

 

Wedbush ETFMG Video Game Tech ETF

 

Schedule of Investments

September 30, 2020 (Continued)

 

 

    Shares   Value
Republic of Korea - 19.0%        
Entertainment - 18.2% (d)        
Com2uS Corp.     20,938
  $ 2,051,727  
Gravity Co., Ltd. - ADR     20,408       2,925,486  
NCSoft Corp.     3,192       2,199,873  
Neowiz (b)     89,263       1,961,573  
Netmarble Corp.     14,229       2,019,679  
Nexon GT Co., Ltd. (b)     145,053       1,891,456  
NHN Corp. (b)     32,760       2,084,091  
Pearl Abyss Corp. (b)     12,964       2,241,403  
Webzen, Inc. (b)     68,800       2,082,531  
WeMade Entertainment Co., Ltd.     68,709       2,191,403  
Wysiwyg Studios Co., Ltd. (b)     182,175       665,924  
Total Entertainment             22,315,146  
Hotels, Restaurants & Leisure - 0.5%                
ME2ON Co., Ltd. (b)     118,945       648,883  
Interactive Media & Services - 0.3%                
AfreecaTV Co., Ltd.     6,213       311,845  
Total Republic of Korea             23,275,874  
                 
Sweden - 7.6%                
Entertainment - 6.8% (d)                
Embracer Group AB (b)     118,147       2,200,452  
G5 Entertainment AB     18,378       770,346  
Modern Times Group MTG - Class B     21,771       305,567  
Paradox Interactive AB     72,108       2,455,707  
Stillfront Group AB (b)     20,800       2,610,495  
Total Entertainment             8,342,567  
Hotels, Restaurants & Leisure - 0.6%                
LeoVegas AB     170,300       722,209  
Technology Hardware, Storage & Peripherals - 0.2%                
Tobii AB (b)     50,139       296,439  
Total Sweden             9,361,215  
                 
Switzerland - 0.3%                
Technology Hardware, Storage & Peripherals - 0.3%                
Logitech International SA (a)     4,344       335,835  
                 

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

 

16

 

Wedbush ETFMG TM ETF

 

Wedbush ETFMG Video Game Tech ETF

 

Schedule of Investments

September 30, 2020 (Continued)

 

 

    Shares   Value
Taiwan, Province of China - 4.5%                
Entertainment - 1.2% (d)                
Gamania Digital Entertainment Co., Ltd.     314,336     $ 679,422  
Softstar Entertainment, Inc. (b)     274,939       756,600  
Total Entertainment             1,436,022  
Technology Hardware, Storage & Peripherals - 3.3%                
Acer, Inc.     365,299       312,804  
Asustek Computer, Inc.     35,150       307,663  
HTC Corp.     1,247,705       1,232,110  
Micro-Star International Co., Ltd.     473,432       2,174,105  
Total Technology Hardware, Storage & Peripherals             4,026,682  
Total Taiwan, Province of China             5,462,704  
                 
United Kingdom - 5.7%                
Entertainment - 3.9% (d)                
Codemasters Group Holdings PLC (b)     451,847       2,128,109  
Frontier Developments PLC (b)     36,122       1,267,798  
Team17 Group PLC (b)     147,181       1,321,814  
Total Entertainment             4,717,721  
IT Services - 1.8%                
Keywords Studios PLC     76,927       2,159,967  
Total United Kingdom             6,877,688  
                 
United States - 41.2%                
Computer and Peripheral Equipment Manufacturing - 2.7%                
Corsair Gaming, Inc. (b)     161,817       3,252,522  
Entertainment - 22.8% (d)                
Activision Blizzard, Inc.     28,187       2,281,738  
Bilibili, Inc. - ADR (a)(b)     51,087       2,125,219  
DouYu International Holdings Ltd. - ADR (a)(b)     139,011       1,836,335  
Electronic Arts, Inc. (b)     17,440       2,274,350  
HUYA, Inc. - ADR (a)(b)     11,700       280,215  
Glu Mobile, Inc. (b)     315,771       2,423,542  
iDreamSky Technology Holdings, Ltd. (b)     3,066,813       1,840,076  
IGG, Inc.     1,922,491       2,190,385  
Leyou Technologies Holdings, Ltd. (b)     5,241,007       2,197,827  
NetDragon Websoft Holdings, Ltd.     991,460       2,149,216  
NetEase, Inc. - ADR     662       300,992  
Sciplay Corp. - Class A (b)     169,843       2,754,852  
Sea, Ltd. - ADR (a)(b)     2,163       333,189  
Take-Two Interactive Software, Inc. (b)     14,315       2,365,124  
Zynga, Inc. - Class A (a)(b)     263,205       2,400,430  
Total Entertainment             27,753,490  
Household Durables - 0.6%                
Turtle Beach Corp. (a)(b)     41,113       748,257  

 

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

 

17

 

Wedbush ETFMG TM ETF

 

Wedbush ETFMG Video Game Tech ETF

 

Schedule of Investments

September 30, 2020 (Continued)

 

 

    Shares   Value
Interactive Media & Services - 3.2%                
Alphabet, Inc. - Class C (b)     850     $ 1,249,160  
JOYY, Inc.     4,028       324,939  
Momo, Inc. - ADR     21,265       292,606  
SINA Corp. (b)     7,565       322,345  
Sohu.com, Ltd. - ADR (b)     16,543       328,544  
Tencent Holdings, Ltd.     19,350       1,277,092  
Total Interactive Media & Services             3,794,686  
Semiconductors & Semiconductor Equipment - 3.7%                
Advanced Micro Devices, Inc. (a)(b)     16,876       1,383,663  
Intel Corp.     26,143       1,353,685  
NVIDIA Corp.     2,648       1,433,150  
Qualcomm, Inc.     2,660       313,029  
Total Semiconductors & Semiconductor Equipment             4,483,527  
Software - 4.0%                
Cheetah Mobile, Inc. - ADR     360,950       743,557  
Kingsoft Corp., Ltd.     60,744       302,934  
Microsoft Corp.     6,314       1,328,024  
Unity Software, Inc. (b)     28,172       2,458,852  
Total Software             4,833,367  
                 
Specialty Retail - 1.0%                
GameStop Corp. - Class A (a)(b)     115,575       1,178,865  
Technology Hardware, Storage & Peripherals - 3.2%                
Apple, Inc.     11,503       1,332,162  
Immersion Corp. (b)     84,395       594,985  
Razer, Inc. (b)     8,711,052       1,966,999  
Total Technology Hardware, Storage & Peripherals             3,894,146  
Total United States             49,938,860  
TOTAL COMMON STOCKS (Cost $93,799,184)             121,075,652  
                 

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

 

18

 

Wedbush ETFMG TM ETF

 

Wedbush ETFMG Video Game Tech ETF

 

Schedule of Investments

September 30, 2020 (Continued)

 

 

    Shares     Value  
INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL - 7.1%                
ETFMG Sit Ultra Short ETF (e)     50,000     $ 2,489,250  
Mount Vernon Liquid Assets Portfolio, LLC, 0.18% (c)     6,152,606       6,152,606  
TOTAL INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL (Cost $8,656,991)             8,641,856  
                 
SHORT-TERM INVESTMENTS - 0.4%                
Money Market Funds - 0.4%                
Invesco Advisers, Inc. STIT-Treasury Portfolio - Institutional Class, 0.02% (c)     546,010       546,010  
TOTAL SHORT-TERM INVESTMENTS (Cost $546,010)             546,010  
                 
Total Investments (Cost $103,002,185) - 107.0%    
      130,263,518  
Liabilities in Excess of Other Assets - (7.0)%             (8,564,912 )
TOTAL NET ASSETS - 100.0%  

    $ 121,698,606  

 

Percentages are stated as a percent of net assets.

 

ADR American Depositary Receipt 

(a) All or a portion of this security was out on loan as of September 30, 2020.
(b) Non-income producing security.
(c) The rate shown is the annualized seven-day yield at September 30, 2020.
(d) As of September 30, 2020, the Fund had a significant portion of its assets in the Entertainment Industry.
(e) Affiliated security. Please refer to Note 9 of the Notes to Financial Statements.

 

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

 

19

 

Wedbush ETFMG TM ETF

 

STATEMENTS OF ASSETS AND LIABILITIES
As of September 30, 2020

 

 

       
   

Wedbush
ETFMG Global
Cloud Technology
ETF

   

Wedbush
ETFMG Video
Game Tech
ETF

 
ASSETS                
Investments in unaffiliated securities, at value*   $ 55,957,348     $ 127,774,268  
Investments in affiliated securities, at value*     2,489,250       2,489,250  
Total Investments in securities, at value     58,446,598       130,263,518  
Foreign currency*           1,537  
Dividends and interest receivable     60,755       58,199  
Securities lending income receivable     3,827       12,186  
Receivable for investments sold           5,705,194  
Total Assets     58,511,180       136,040,634  
                 
LIABILITIES                
Collateral received for securities loaned (Note 7)     11,970,163       8,537,606  
Payables:                
Payable for investments purchased           5,730,056  
Management fees payable     25,526       74,366  
Total Liabilities     11,995,689       14,342,028  
Net Assets   $ 46,515,491     $ 121,698,606  
                 
NET ASSETS CONSIST OF:                
Paid-in Capital   $ 45,154,628     $ 112,512,566  
Total Distributable Earnings     1,360,863       9,186,040  
Net Assets   $ 46,515,491     $ 121,698,606  
                 
*Identified Cost:                
                 
Investments in unaffiliated securities   $ 43,925,237     $ 100,497,800  
Investments in affiliated securities     2,487,949       2,504,385  
Foreign currency           1,561  
                 
Shares Outstanding^     1,100,000       1,800,000  
                 
Net Asset Value, Offering and Redemption Price per Share   $ 42.29     $ 67.61  

 

^ No par value, unlimited number of shares authorized

 

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

 

20

 

Wedbush ETFMG TM ETF

 

STATEMENTS OF OPERATIONS
For the Year Ended September 30, 2020

 

 

 

     

Wedbush
Global Cloud
Technology
ETF

     

Wedbush
ETFMG Video
Game Tech
ETF

 
INVESTMENT INCOME        
Income:        
Dividends from unaffiliated securities (net of foreign withholdings tax of $19,171, $64,668)   $ 288,802     $ 935,063  
Interest     1,210       2,064  
Securities lending income     240,750       186,337  
Total Investment Income     530,762       1,123,464  
                 
Expenses:                
Management fees     268,788       672,253  
Total Expenses     268,788       672,253  
Net Investment Income     261,974       451,211  
                 
REALIZED & UNREALIZED GAIN (LOSS) ON INVESTMENTS                
Net Realized Gain (Loss) on:                
Unaffiliated Investments     (6,217,937 )     (114,271 )
Affiliated Investments     (49,387 )      
In-Kind redemptions     2,875,609       10,157,604  
Foreign currency and foreign currency translation     (30,034 )     (16,449 )
Net Realized Gain (Loss) on Investments and In-Kind redemptions     (3,421,749 )     10,026,884  
Net Change in Unrealized Appreciation (Depreciation) of:                
Unaffiliated Investments     10,336,962       35,845,635  
Affiliated Investments     1,301       (15,135 )
Foreign currency and foreign currency translation     (1,401 )     (24 )
Net change in Unrealized Appreciation (Depreciation) of Investments     10,336,862       35,830,476  
Net Realized and Unrealized Gain (Loss) on Investments     6,915,113       45,857,360  
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS   $ 7,177,087     $ 46,308,571  
                 

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

 

21

 

 

Wedbush ETFMG TM ETF

 

Wedbush ETFMG Global Cloud Technology ETF

 

STATEMENTS OF CHANGES IN NET ASSETS

 

 

    Year Ended
September 30,
2020
    Year Ended
September 30,
2019
 
OPERATIONS        
Net investment income (loss)   $ 261,974     $ 326,490  
Net realized gain (loss) on investments and In-Kind Redemptions     (3,421,749 )     (1,104,431 )
Net change in unrealized appreciation (depreciation) of investments and foreign currency and foreign currency translation     10,336,862       (3,859,005 )
Net increase (decrease) in net assets resulting from operations     7,177,087       (4,636,946 )
                 
DISTRIBUTIONS TO SHAREHOLDERS                
Total distributions from distributable earnings     (226,000 )     (326,484 )
                 
CAPITAL SHARE TRANSACTIONS                
Net increase (decrease) in net assets derived from net change in outstanding shares     1,842,050       (8,088,245 )
Transaction Fees (See Note 1)     2,150       1,012  
Net increase (decrease) in net assets from capital share transactions     1,844,200       (8,087,233 )
Total increase (decrease) in net assets   $ 8,795,287     $ (13,050,663 )
                 
NET ASSETS                
Beginning of Year     37,720,204       50,770,867  
End of Year   $ 46,515,491     $ 37,720,204  

 

Summary of share transactions is as follows:

 

     

Year Ended
September 30, 2020

   

Year Ended
September 30, 2019

 
     

Shares

   

Amount

    Shares     Amount  
Shares Sold       350,000     $ 12,901,765       250,000     $ 8,965,040  
Transaction Fees (See Note 1)             2,150             1,012  
Shares Redeemed       (300,000 )     (11,059,715 )     (500,000 )     (17,053,285 )
Net Transactions in Fund Shares       50,000     $ 1,844,200       (250,000 )   $ (8,087,233 )
Beginning Shares       1,050,000               1,300,000          
Ending Shares       1,100,000               1,050,000          
                                   

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


22

 

Wedbush ETFMG TM ETF

 

Wedbush ETFMG Video Game Tech ETF

 

STATEMENTS OF CHANGES IN NET ASSETS

 

  

   

Year Ended
September 30,

2020
   

Year Ended
September 30,

2019
 
OPERATIONS        
Net investment gain (loss)   $ 451,211     $ 1,178,862  
Net realized gain (loss) on investments and In-Kind Redemptions     10,026,884       (14,064,092 )
Net change in unrealized appreciation (depreciation) of investments and foreign currency and foreign currency translation     35,830,476       (3,031,697 )
Net increase (decrease) in net assets resulting from operations     46,308,571       (15,916,927 )
                 
DISTRIBUTIONS TO SHAREHOLDERS                
Total distributions from distributable earnings     (726,000 )     (1,402,817 )
                 
CAPITAL SHARE TRANSACTIONS                
Net increase (decrease) in net assets derived from net change in outstanding shares     (6,893,375 )     (30,318,420 )
Transaction Fees (See Note 1)     8,922       29,433  
Net increase (decrease) in net assets from capital share transactions     (6,884,453 )     (30,288,987 )
Total increase (decrease) in net assets   $ 38,698,118     $ (47,608,731 )
                 
NET ASSETS                
Beginning of Year     83,000,488       130,609,219  
End of Year   $ 121,698,606     $ 83,000,488  

 

Summary of share transactions is as follows:

 

     

Year Ended
September 30, 2020

   

Year Ended
September 30, 2019

 
     

Shares

   

Amount

    Shares     Amount  
Shares Sold       400,000     $ 24,396,890       350,000     $ 14,348,180  
Transaction Fees (See Note 1)             8,922             29,433  
Shares Redeemed       (600,000 )     (31,290,265 )     (1,100,000 )     (44,666,600 )
Net Transactions in Fund Shares       (200,000 )   $ (6,884,453 )     (750,000 )   $ (30,288,987 )
Beginning Shares       2,000,000               2,750,000          
Ending Shares       1,800,000               2,000,000          
                                   

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

 

23

 

Wedbush ETFMG TM ETF

 

Wedbush ETFMG Global Cloud Technology ETF

 

FINANCIAL HIGHLIGHTS

For a capital share outstanding throughout the year/period

 

 

      Year Ended
September 30,
2020
     

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   $ 35.92     $ 39.05     $ 36.14     $ 26.75     $ 25.00  
Income from Investment Operations:                                        
Net investment income 2     0.26       0.28       0.15       0.27       0.11  
Net realized and unrealized gain (loss) on investments     6.34       (3.11 )     3.08       9.26       1.68  
Total from investment operations     6.60       (2.83 )     3.23       9.53       1.79  
Less Distributions:                                        
Distributions from net investment income     (0.23 )     (0.30 )     (0.13 )     (0.04 )     (0.04 )
Net realized gains                 (0.19 )     (0.10 )      
Total distributions     (0.23 )     (0.30 )     (0.32 )     (0.14 )     (0.04 )
Net asset value, end of year/period   $ 42.29     $ 35.92     $ 39.05     $ 36.14     $ 26.75  
Total Return     18.58 %     -7.23 %     9.03 %     36.39 %     7.15 %3
                                         
Ratios/Supplemental Data:                                        
Net assets at end of year/period (000’s)   $ 46,515     $ 37,720     $ 50,771     $ 37,948     $ 6,686  
                                         
Expenses to Average Net Assets before legal expense     0.71 %5     0.75 %     0.75 %     0.75 %     0.75 %4
Gross Expenses to Average Net Assets     0.71 %5     0.75 %     0.75 %     0.79 %6     0.75 %4
Net Investment Income to Average Net Assets     0.70 %     0.83 %     0.42 %     0.87 %     0.68 %4
Portfolio Turnover Rate     104 %     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 Effective April 7, 2020, the Fund’s expense ratio was reduced to 0.68%.

6 The ratio of expenses to average net assets includes legal expense.

 

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

 

24

 

Wedbush ETFMG TM ETF

 

Wedbush ETFMG Video Game Tech ETF

 

FINANCIAL HIGHLIGHTS

For a capital share outstanding throughout the year/period

 

 

    Year Ended
September 30,
2020
   

Year Ended
September 30,
2019

   

Year Ended
September 30,
2018

    Year Ended
September 30,
2017
    Period Ended
September 30,
20161
 
Net Asset Value, Beginning Year/Period   $ 41.50     $ 47.49       44.37     $ 32.90     $ 25.00  
Income from Investment Operations:                                        
Net investment income 2     0.25       0.52       0.74       0.33       0.08  
Net realized and unrealized gain (loss) on investments     26.26       (5.87 )     2.98       11.71       7.82  
Total from investment operations     26.51       (5.35 )     3.72       12.04       7.90  
Less Distributions:                                        
Distributions from net investment income     (0.41 )     (0.65 )     (0.59 )     (0.18 )      
Net realized gains                 (0.03 )     (0.39 )      
Total distributions     (0.41 )     (0.65 )     (0.62 )     (0.57 )      
Capital Share Transactions:                                        
Transaction fees added to paid-in capital     0.01       0.01       0.02              
Net asset at end of year/period   $ 67.61     $ 41.50       47.49     $ 44.37     $ 32.90  
Total Return     64.12 %     -11.26 %     8.38 %     37.67 %     31.62 %3
                                         
Ratios/Supplemental Data:                                        
Net assets at end of year/period (000’s)   $ 121,699     $ 83,000     $ 130,609     $ 39,934     $ 6,581  
                                         
Expenses to Average Net Assets before legal expense     0.75 %     0.75 %     0.75 %     0.75 %     0.74 %4
Gross Expenses to Average Net Assets     0.75 %     0.75 %     0.75 %     0.82 %5     0.74 %4
Net Investment Income to Average Net Assets     0.51 %     1.22 %     1.48 %     0.86 %     0.44 %4
Portfolio Turnover Rate     53 %     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.

 

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

 

25

 

Wedbush ETFMG TM ETF

 

NOTES TO FINANCIAL STATEMENTS

September 30, 2020

 

 

NOTE 1 – ORGANIZATION

 

Wedbush ETFMG Global Cloud Technology ETF (“IVES”) and Wedbush ETFMG Video Game Tech ETF (“GAMR”) (each a “Fund”, or collectively the “Funds”) are each 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 Funds’ shares (“Shares”) are registered under the Securities Act of 1933, as amended (the “Securities Act”).

 

The Wedbush ETFMG Global Cloud Technology ETF seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of the Dan Ives Global Cloud Technology Prime Index (the “Index”). The Index is designed to include the securities of companies across the globe that are: i) engaged in providing infrastructure, equipment, connectivity, data back-up and storage services, and data center management for enterprise- based software applications, or ii) engaged in providing cloud-based software platforms that enable businesses to move data and software applications onto the cloud - cloud-enabling Software as a Service (SaaS) technologies. These companies are known collectively as “Cloud Technology Companies.” The Cloud Technology Companies will have a minimum market capitalization of $200 million and a maximum market capitalization of $10 billion.

 

Effective April 17, 2020, the name ETFMG Video Game Tech ETF has changed to the Wedbush ETFMG Video Game Tech ETF.

 

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

 

Fund Ticker

Strategy
Commencement

Date

Strategy
IVES 4/7/2020 Seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of the Dan Ives Global Cloud Technology Prime™ Index NTR.
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 currently offer one class of shares, which has 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 the Funds have equal rights and privileges.

 

Shares of the Funds 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 Funds issue and redeem 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 Funds. Shares of the Funds 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 Funds. 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.

 

26

 

Wedbush ETFMG TM ETF

 

NOTES TO FINANCIAL STATEMENTS

September 30, 2020 (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 Funds follow the investment company accounting and reporting guidance of the Financial Accounting Standards Board Accounting Standard Codification Topic 946 Financial Services – Investment Companies.

 

The Funds 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 Funds’ operations and policies, please refer to those Funds’ 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 the Funds 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, 2020, the Funds did not hold any fair valued securities.

 

As described above, the Funds utilize 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 Funds 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.

 

 

27

 

Wedbush ETFMG TM ETF

 

NOTES TO FINANCIAL STATEMENTS

September 30, 2020 (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, 2020:

 

IVES

Assets^   Level 1     Level 2     Level 3     Total  
Common Stocks   $ 46,274,286     $     $     $ 46,274,286  
Short Term Investments     200,848                   200,848  
ETFMG Sit Ultra Short ETF**     2,489,250                    
Investments Purchased with Securities Lending Collateral*                       9,482,214  
Total Investments in Securities   $ 48,964,384     $     $     $ 58,446,598  

 

GAMR

Assets^   Level 1     Level 2     Level 3     Total  
Common Stocks   $ 121,075,652     $     $     $ 121,075,652  
Short Term Investments     546,010                   546,010  
ETFMG Sit Ultra Short ETF**     2,489,250                    
Investments Purchased with Securities Lending Collateral*                       6,152,606  
Total Investments in Securities   $ 124,110,912     $     $     $ 130,263,518  
                                 

^ 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.

 

** Investment was purchased with collateral.

 


B. Federal Income Taxes. The Funds have 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.

 

 

28

 

Wedbush ETFMG TM ETF

 

NOTES TO FINANCIAL STATEMENTS

September 30, 2020 (Continued)

 

 

To avoid imposition of the excise tax applicable to regulated investment companies, the Funds intend 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 Funds’ next taxable year.

 

The Funds recognize 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 Funds have 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’ 2020 tax returns. The Funds indentify its 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.

 

As of September 30, 2020, 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, if any are generally declared and paid by the Funds on a quarterly basis. Net realized gains on securities of the Funds 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.

 

 

29

 

Wedbush ETFMG TM ETF

 

NOTES TO FINANCIAL STATEMENTS

September 30, 2020 (Continued)

 

 

G. Share Valuation. The net asset value (“NAV”) per share of the Funds is calculated by dividing the sum of the value of the securities held by the Funds, plus cash and other assets, minus all liabilities (including estimated accrued expenses) by the total number of shares outstanding of the Funds, rounded to the nearest cent. The Funds’ 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 Funds are equal to the Funds’ net asset values per share.

 


H. Guarantees and Indemnifications. In the normal course of business, each Fund enters 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 Fund 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 Wedbush Global Cloud Technology ETF and the Wedbush Video Game Tech ETF may involve certain risks, as discussed in each 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 Funds are not actively managed. Therefore, the Funds follow the securities included in its respective index during upturns as well as downturns. Because of its indexing strategy, 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 its 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 the Funds’ 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, each 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.

 

 

30

 

Wedbush ETFMG TM ETF

 

NOTES TO FINANCIAL STATEMENTS

September 30, 2020 (Continued)

 

 

Natural Disaster/Epidemic Risk. Natural or environmental disasters, such as earthquakes, fires, floods, hurricanes, tsunamis and other severe weather-related phenomena generally, and widespread disease, including pandemics and epidemics (for example, the novel coronavirus COVID-19), have been and can be highly disruptive to economies and markets and have recently led, and may continue to lead, to increased market volatility and significant market losses. Such natural disaster and health crises could exacerbate political, social, and economic risks previously mentioned, and result in significant breakdowns, delays, shutdowns, social isolation, and other disruptions to important global, local and regional supply chains affected, with potential corresponding results on the operating performance of the Funds and their investments. A climate of uncertainty and panic, including the contagion of infectious viruses or diseases, may adversely affect global, regional, and local economies and reduce the availability of potential investment opportunities, and increase the difficulty of performing due diligence and modeling market conditions, potentially reducing the accuracy of financial projections. Under the circumstances, the Funds may have difficulty achieving their investment objectives which may adversely impact performance. Further, such events can be highly disruptive to economies and markets, significantly disrupt the operations of individual companies (including, but not limited to, the Funds’ Sponsor and third party service providers), sectors, industries, markets, securities and commodity exchanges, currencies, interest and inflation rates, credit ratings, investor sentiment, and other factors affecting the value of the Funds’ investments. These factors can cause substantial market volatility, exchange trading suspensions and closures and can impact the ability of the Funds to complete redemptions and otherwise affect Fund performance and Fund trading in the secondary market. A widespread crisis may also affect the global economy in ways that cannot necessarily be foreseen at the current time. How long such events will last and whether they will continue or recur cannot be predicted. Impacts from these events could have significant impact on a Fund’s performance, resulting in losses to the Funds.

 

NOTE 4 – MANAGEMENT AND OTHER CONTRACTS

 

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 Advisor has entered into an agreement with its affiliate, ETFMG Financial, LLC to serve as distributor to the Funds (the “Distributor”). The Distributor provides marketing support for the Funds, including distributing marketing materials related to the Funds.

 

Exchange Traded Managers Group, LLC (the “Parent”), the parent company of the Advisor, has entered into a licensing and marketing support agreement with Wedbush Securities, Inc. (“Wedbush”). Pursuant to agreement, Wedbush licenses its name for the use of the Advisor, consults with the Advisor and prepares educational materials, research materials, and updates on the industry and sectors relevant to the Funds. Wedbush may also provide support in connection with phone calls, appearances, and written content relating to the marketing of the Funds. In May, 2020, Wedbush acquired a minority, non-voting, equity interest in the Parent.

 

Level ETF Ventures, LLC serves as the index provider for GAMR and reality Shares, LLC serves as the index provider for IVES.

 

IVES       0.68 %
GAMR       0.75 %

 

31

 

Wedbush ETFMG TM ETF

 

NOTES TO FINANCIAL STATEMENTS

September 30, 2020 (Continued)

 

 

Under the Investment Advisory Agreement, the Adviser has agreed to pay all expenses of the Funds, except for: the fee paid to the Adviser 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”). Wedbush Securities Inc. (“Wedbush”) has entered into a licensing and marketing support agreement with Exchange Traded Managers Group LLC, the parent company of the Adviser (the “Wedbush Agreement”). Pursuant to the Wedbush Agreement, Wedbush has agreed to (i) license the name Wedbush for the use of the Adviser; (ii) consult with the Adviser and prepare educational materials, research materials, and updates on regulation of the global video gaming technology and global cloud computing ecosystem; and (iii) provide support in connection with phone calls, appearances, and written content relating to the marketing of IVES and GAMR. Wedbush will also assumes the obligation of the Adviser to pay certain expenses of IVES and GAMR. Although Wedbush has agreed to be responsible for the payment of certain expenses of IVES and GAMR, the Adviser retains the ultimate obligation to the Funds to pay such expenses. Wedbush is not affiliated with GAMR, IVES, the Adviser, the Funds’ distributor or any of their respective affiliates. Wedbush does not make investment decisions, provide investment advice, or otherwise act in the capacity of an investment adviser to the Funds. Additionally, Wedbush is not involved in the maintenance of the Index and does not otherwise act in the capacity of an index provider. Level ETF Ventures, LLC serves as the index provider for GAMR and IVES.

 

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

 

Each Fund has adopted a Plan of Distribution pursuant to Rule 12b-1 under the 1940 Act. Under the Plan, the Funds may pay compensation to the Distributor or any other distributor or financial institution with which the Trust has an agreement with respect to the Funds, 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, 2020, 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, 2020:

 

    Purchases     Sales  
                 
IVES   $ 41,350,821     $ 39,773,393  
GAMR   $ 52,548,881     $ 48,046,275  

 

The costs of purchases and sales of in-kind transactions associated with creations and redemptions during the year ended September 30, 2020:

 

    Purchases
In-Kind
    Sales In-
Kind
 
                 
IVES   $ 12,370,825     $ 9,594,404  
GAMR   $ 18,975,355     $ 28,039,637  

 

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, 2020.

 

 

32

 

Wedbush ETFMG TM ETF

 

NOTES TO FINANCIAL STATEMENTS

September 30, 2020 (Continued)

 

 

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, 2020, 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, either directly on behalf of each Fund or through one or more joint accounts, money market funds, or short-term bond funds, including those advised by or affiliated with the Advisor; however, all 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. Other investment companies in which a Fund may invest cash collateral can be expected to incur fees and expenses for operations, such as investment advisory and administration fees, which would be in addition to those incurred by the Fund, and which may be received in full or in part by the Advisor. Pursuant to guidance issued by the SEC staff, fees and expenses of money market funds used for cash collateral received in connection with loans of securities are not treated as Acquired Fund Fees and Expenses, which reflect a Fund’s pro rata share of the fees and expenses incurred by other investment companies in which the Fund invests (as disclosed in the Prospectus, as applicable). 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, 2020, 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*
 
IVES   $ 11,971,464     $ 11,970,163  
GAMR     8,641,856       8,537,606  

 

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

 

 

33

 

Wedbush ETFMG TM ETF

 

NOTES TO FINANCIAL STATEMENTS

September 30, 2020 (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, 2020 were as follows:

 

    Cost     Gross Unrealized
Appreciation
    Gross Unrealized
Depreciation
    Net Unrealized
Appreciation
(Depreciation)
 
IVES   $ 46,702,361     $ 12,236,018
  $ (491,781 )   $ 11,744,237  
GAMR     107,515,556       31,424,288       (8,676,326 )     22,747,962  

 

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, 2020, 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)
 
IVES   $ 134,746     $     $ 134,746     $ (10,518,120 )   $ 1,360,863  
GAMR     930,834             930,834       (14,492,756 )     9,186,040  

 

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, 2020, the Funds had accumulated capital loss carryovers of:

 

    Capital Loss
Carryforward
ST
    Capital Loss
Carryforward
LT
    Expires  
IVES   $ (1,596,689 )   $ (8,921,431 )     Indefinite  
GAMR     (4,527,161 )     (9,964,588 )     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, 2020.

 

      Late Year
Ordinary
Loss
      Post-
October
Capital
Loss
 
IVES   $     $  
GAMR            

 

34

 

Wedbush ETFMG TM ETF

 

NOTES TO FINANCIAL STATEMENTS

September 30, 2020 (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
 
IVES   $ (1,762,415 )   $ 1,762,415  
GAMR     (7,864,737 )     7,864,737  

 

The tax character of distributions paid during the year ended September 30, 2020, and the year ended September 30, 2019 were as follows:

 

    Year Ended September 30, 2020     Year Ended September 30, 2019  
      From Ordinary
Income
      From Capital
Gains
      From Ordinary
Income
      From Capital
Gains
 
IVES   $ 226,000           $ 326,484        
GAMR     726,000             1,402,817        

 

NOTE 9 – INVESTMENTS IN AFFILIATES

 

Wedbush ETFMG Global Cloud Technology ETF

 

Wedbush ETFMG Global Cloud Technology ETF owned 5% or more of the voting securities of the following companies during the year ended September 30, 2020. ETFMG Sit Ultra Short ETF is deemed to be an affiliate of the Fund as defined by the 1940 Act as of the year ended September 30, 2020. Transactions during the period in this security was as follows:

 

Security Name   Value at
September 30,
2019
    Purchases     Sales     Realized
Gain
(Loss)(1)
    Change in
Unrealized
Appreciation
(Depreciation)
    Dividend
Income
    Value at
September 30,
2020
    Ending
Shares
 
ETFMG Sit Ultra Short                                                                
ETF *   $       3,744,377       (1,207,041 )   $ (49,387 )   $ 1,301     $     $ 2,489,250       50,000  

 

Wedbush ETFMG Video Game Tech ETF

 

Wedbush ETFMG Video Game Tech ETF owned 5% or more of the voting securities of the following company during the year ended September 30, 2020. ETFMG Sit Ultra Short ETF is deemed to be affiliates of the Fund as defined by the 1940 Act as of the year ended September 30, 2020. Transactions during the period in this security was as follows:

 

Security Name   Value at
September 30,
2019
    Purchases     Sales     Realized
Gain
(Loss)(1)
    Change in
Unrealized
Appreciation
(Depreciation)
    Dividend
Income
    Value at
September 30,
2020
    Ending
Shares
 
ETFMG Sit Ultra Short                                                                
ETF *   $       2,504,385           $     $ (15,135 )   $     $ 2,489,250       50,000  

 

*Affiliate as of September 30, 2020.

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

 

 

35

 

Wedbush ETFMG TM ETF

 

NOTES TO FINANCIAL STATEMENTS

September 30, 2020 (Continued)

 

 

NOTE 10 – LEGAL MATTERS

 

The Trust, a former and current trustee of the Trust, the Adviser and certain officers of the Adviser were 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 alleged claims based on disputes arising out of contractual relationships with the Adviser relating to certain series of the Trust. The action sought damages in unspecified amounts and injunctive relief based on breach of contract, wrongful termination, and several other claims.

 

The Adviser and its parent, Exchange Traded Managers Group, LLC (“ETFMG”), were 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. (“Nasdaq”) captioned Nasdaq, Inc. v. Exchange Traded Managers Group, LLC et al., Case 1:17-cv 08252. This action arose out of the same facts and circumstances, and relates to the same series of the Trust, as the New Jersey litigation and asserted claims for breach of contract, conversion and certain other claims. The matter was the subject of a bench trial in May 2019, and on December 20, 2019, the Court issued an Opinion and Order awarding compensatory damages to Plaintiff in the amount of $78,403,172.36, plus prejudgment interest. The Court also denied Plaintiff’s requests for punitive damages and equitable relief.

 

On May 1, 2020, Nasdaq, PureShares LLC (“PureShares”), and ETFMG announced a global settlement that resolves all claims in both the PureShares action and the Nasdaq action. The settlement is subject to future negotiations and approvals among independent third parties. As part of the settlement, Nasdaq and ETFMG have agreed to certain cash payments from ETFMG to Nasdaq and PureShares,and have executed an asset purchase agreement to transfer certain ETFMG intellectual property and related assets, to a Nasdaq affiliate. The Adviser does not believe that the resolution of these matters will have a material adverse effect on the Funds’ financial statements. If the events set forth in the settlement agreement do not occur, and a subsequent settlement is not reached, the resulting conditions may adversely affect the Adviser’s future operations.

 

NOTE 11 – 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.

 

 

36

 

Wedbush ETFMG TM ETF

 

Report of Independent Registered Public Accounting Firm

 

To the Board of Trustees of ETF Managers Trust
and the Shareholders of Wedbush ETFMG Global Cloud Technology ETF
and Wedbush 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 Wedbush ETFMG Global Cloud Technology ETF and Wedbush ETFMG Video Game Tech ETF (collectively the “Funds”) (certain of the Funds comprising ETF Managers Trust) as of September 30, 2020, 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, 2020, 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, 2020 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 30, 2020

 

 

37

 

Wedbush ETFMG TM ETF

 

Expense Example

Six Months Ended September 30, 2020 (Unaudited)

 

 

As a shareholder of the Funds you incur two types of costs: (1) transaction costs, including brokerage commissions on purchases and sales of Fund shares, and (2) ongoing costs, including management fees and other Fund expenses. 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 for the period of time as indicated in the table below.

 

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.

 

    Beginning
Account Value
April 1, 2020
    Ending
Account Value
September 30,
2020
    Expenses Paid
During the
Period ^
    Annualized
Expense Ratio
During the
Period April 1,
2020 to
September 30,
2020
 
Wedbush ETFMG Video                                
Game Tech ETF                                
Actual   $ 1,000.00     $ 1,583.70     $ 4.84       0.75 %
Hypothetical (5% annual)   $ 1,000.00     $ 1,021.25       3.79       0.75 %
Wedbush ETFMG Global Cloud Technology ETF^^                                
Actual   $ 1,000.00     $ 1,537.30     $ 4.50       0.71 %
Hypothetical (5% annual)   $ 1,000.00     $ 1,021.45     $ 3.59       0.71 %

 

^ 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 183/366 (to reflect the period from April 1, 2020 to September 30, 2020).

^^Effective April 7, 2020, the Fund’s expense ratio was reduced to 0.68%.

 

 

38

 

Wedbush ETFMG TM ETF

 

SUPPLEMENTARY INFORMATION

September 30, 2020 (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, 2020, 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
IVES 78.85%
GAMR 63.71%

 

For corporate shareholders, the percent of ordinary income distributions qualifying for the corporate dividends received deduction for the fiscal year ended September 30, 2020 was as follows:

 

Fund Name Dividends Received Deduction
IVES 40.02%
GAMR 11.05%

 

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
IVES 0.00%
GAMR 0.00%

 

During the year ended September 30, 2020, 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, 2020. Foreign taxes paid for purposes of Section 853 may be less than actual foreign taxes paid for financial statement purposes.

 

                Per Share        
Fund   Gross Foreign
Source Income
    Foreign Taxes
Passthrough
    Gross Foreign
Source Income
    Foreign Taxes
Passthrough
    Shares
Outstanding at
9/30/20
 
GAMR   $ 1,021,980     $ 64,668     $ 0.56776649     $ 0.03592684       1,800,000  

 

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.

 

 

39

 

Wedbush ETFMG TM ETF

 

SUPPLEMENTARY INFORMATION

September 30, 2020 (Unaudited) (Continued)

 

 

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.etfmgfunds.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.etfmgfunds.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.etfmgfunds.com. Read the prospectus carefully before investing.

 

 

40

 

Wedbush ETFMG TM 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 of Exchange Traded Managers Group LLC (since 2013); ETF Managers Group LLC (since 2016); ETFMG Financial LLC (since 2017); ETF Managers Capital LLC (commodity pool operator) (since 2014); and 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); 12 None
John A. Flanagan (1946) Treasurer (since 2015) President, John A. Flanagan CPA, LLC (accounting services) (since 2010); Chief Financial Officer and Treasurer of Exchange Traded Managers Group LLC (since 2015); ETF Managers Group LLC (since 2016); and 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 of ETFMG Financial LLC (since 2017); ETF Managers Group LLC (since 2016); ETF Managers Capital LLC (since 2016); and Partner, Crow & Cushing (law firm) (2007-2016). N/A N/A
Matthew J. Bromberg (1973) Assistant Secretary (since 2020) General Counsel and Secretary of Exchange Traded Managers Group LLC (since 2020); ETF Managers Group LLC (since 2020); ETFMG Financial LLC (since 2020); ETF Managers Capital LLC (since 2020); Partner of Dorsey & Whitney LLP (law firm) (2019-2020); General Counsel of WBI Investments, Inc. (2016-2019); Millington Securities, Inc. (2016-2019); and Partner of Reed Smith (law firm) (2015-2016) N/A N/A
* Mr. Masucci is an interested Trustee by virtue of his role as the Chief Executive Officer of the Adviser.

 

41

 

Wedbush ETFMG TM 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
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). 12 None
Eric Weigel (1960) Trustee (since 2020) Senior Portfolio Manager, Little House Capital (2019-present); Managing Partner, Global Focus Capital LLC (2013-present); Chief Investment Officer, Insight Financial Strategist LLC (2017- 2018) 12 None

 

42

 

Wedbush ETFMG TM 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)  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.

 

43

 

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  9/30/2020
FYE  9/30/2019
Audit Fees
$261,100
$215,500
Audit-Related Fees
N/A
N/A
Tax Fees
$46,850
$45,000
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  9/30/2020
FYE  9/30/2019
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  9/30/2020
FYE  9/30/2019
Registrant
N/A
N/A
Registrant’s Investment Adviser
N/A
$10,000


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)

(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)



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 December 9, 2020                                                                                 
 

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

By (Signature and Title)*  /s/ Samuel Masucci III                                         
           Samuel Masucci III, Principal Executive Officer

Date December 9, 2020                                                                                  


By (Signature and Title)* /s/ John Flanagan                                                 
John Flanagan, Principal Financial Officer/Treasurer

Date December 9, 2020                                                                                 


* 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”), and ETF Managers Trust (“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)
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.
 

(4)
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;
 

(5)
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.)
 

(6)
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%.
 
5


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;
 

(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
 
6



(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 9, 2020               
 
/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 9, 2020                
 
/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, 2020 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as applicable, and that the information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the ETF 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 9, 2020                                            
 
Dated: December 9, 2020                                     


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