N-CSRS 1 etfmg_n-csrs.htm SEMI-ANNUAL CERTIFIED SHAREHOLDER REPORT






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 (Formerly FactorShares Trust)
(Exact name of registrant as specified in charter)



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



U.S. Bank Global Fund Services
615 East Michigan Street
Milwaukee, Wisconsin 53202
(Name and address of agent for service)



(908) 897-0518
Registrant's telephone number, including area code



Date of fiscal year end: September 30, 2019


Date of reporting period: March 31, 2019


Item 1. Reports to Stockholders.



 

 

 

Semi-Annual Report 

March 31, 2019

  

ETFMG Prime Junior Silver ETF
Ticker: SILJ

 

ETFMG Prime Cyber Security ETF
Ticker: HACK

 

ETFMG Prime Mobile Payments ETF
Ticker: IPAY

 

ETFMG Drone Economy Strategy ETF
Ticker: IFLY

 

ETFMG Video Game Tech ETF
Ticker: GAMR

 

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

 

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

 

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

 

The funds are a series of ETF Managers Trust.


 This Page Intentionally Left Blank.


ETFMG™ ETFs

 

TABLE OF CONTENTS

March 31, 2019 (Unaudited)



  Page
Shareholders’ Letter 2
   
Growth of $10,000 Investment and Top Ten Holdings 4
   
Important Disclosures and Key Risk Factors 14
   
Portfolio Allocations 17
   
Schedules of Investments 18
   
Statements of Assets and Liabilities 35
   
Statements of Operations 36
   
Statements of Changes in Net Assets 37
   
Financial Highlights 42
   
Notes to the Financial Statements 47
   
Approval of Advisory Agreements and Board Considerations 59
   
Expense Examples 62
   
Supplementary Information 63
1

ETFMG™ ETFs

 

 

Dear Shareholder,

 

On behalf of the entire team, we want to express our appreciation for the confidence you have placed in these ETFs. The following information pertains to the 6-month period from October 1, 2018 to March 31, 2019.

 

Performance Overview

  

During the period ended March 31, 2019, the S&P 500 Information Technology Sector Index, a broad measure of US listed technology companies, returned -0.92%. During the same period, the S&P Global 1200 Information Technology Sector Index, a broad measure of global technology companies, returned -1.73%. Below is a performance overview for each Fund for the same period.

  

ETFMG Prime Junior Silver ETF (SILJ)

  

The ETFMG Prime 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”).

  

Over the period, the total return for the Fund was 3.77%, while the total return for the Index was 3.88%. The best performers in the Fund on the basis of contribution to return were Hochschild Mining, Hudbay Minerals, and First Majestic Silver, while the worst performers were Hecla Mining, Pan American Silver, and Coeur Mining.

  

ETFMG Prime Cyber Security ETF (HACK)

  

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

  

Over the period, the total return for the Fund was -0.19%, while the total return for the Index was 0.10%. The best performers in the Fund on the basis of contribution to return were CyberArk, Imperva, and Proofpoint, while the worst performers were Sophos Group, Carbonite and Trend Micro.

  

ETFMG Prime Mobile Payments ETF (IPAY)

  

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

 

Over the period, the total return for the Fund was 0.80%, while the total return for the Index was 1.11%. The best performers in the Fund on the basis of contribution to return were Adyen, Worldpay, and Euronet Worldwide, while the worst performers were Wirecard, Dai-ichi Life Holdings, and Square.

  

ETFMG Drone Economy Strategy ETF (IFLY)

 

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

2

ETFMG™ ETFs

 

 

Over the period, the total return for the Fund was -13.62%, while the total return for the Index was - 13.46%. The best performers in the Fund on the basis of contribution to return were Vestel, Ambarella, and Griffon Corporation, while the worst performers AeroVironment, Parrot, and Sony.

 

ETFMG Video Game Tech ETF (GAMR)

 

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

 

Over the period, the total return for the Fund was -6.16%, while the total return for the Index was - 6.23%. The best performers in the Fund on the basis of contribution to return were NHN Entertainment, Glu Mobile, and Zynga, while the worst performers were Activision Blizzard, Advanced Micro Devices, and Take-Two Interactive.

  

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

 

Sincerely,

 

 

Samuel Masucci III
Chairman of the Board

3

ETFMG Prime Junior Silver ETF
Growth of $10,000 (Unaudited)

 

  

Average Annual Returns

Period Ended March 31, 2019

 

1 Year

Return

   

5 Year

Return

   

Since Inception

(11/29/12)

    Value of $10,000
(3/31/19)
 
ETFMG Prime Junior Silver ETF (NAV)     -15.01 %     -3.20 %     -11.37 %   $ 4,654  
ETFMG Prime Junior Silver ETF (Market)     -15.33 %     -3.51 %     -11.46 %   $ 4,624  
S&P 500 Index     9.50 %     10.91 %     13.99 %   $ 22,929  
Prime Junior Silver Miners & Explorers Index     -14.95 %     -1.76 %     -10.29 %   $ 5,024  

 

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 29, 2012, and is not intended to imply any future performance. The returns shown do not reflect the deduction of taxes that a shareholder would pay on fund distributions from the sale of Fund shares. The chart assumes reinvestment of capital gains and dividends, if any. The Index returns do not reflect fees or expenses and are not available for direct investment.

4

ETFMG Prime Junior Silver ETF

 

 

Top Ten Holdings* (Unaudited)

 

      Security   % of Total
Investments 
1     Hochschild Mining PLC     12.78 %
2     Pan American Silver Corp.     12.48 %
3     First Majestic Silver Corp.     12.03 %
4     Hecla Mining Co.     11.42 %
5     Hudbay Minerals, Inc.     4.86 %
6     Mag Silver Corp.     4.59 %
7     Yamana Gold, Inc.     4.54 %
8     SSR Mining, Inc.     4.40 %
9     Coeur Mining, Inc.     4.00 %
10     Silvercorp Metal, Inc.     4.00 %

 

      Top Ten Holdings = 75.10% of Total Investments        
      * Current portfolio holdings may not be indicative of future Fund holdings.        
5

ETFMG Prime Cyber Security ETF
Growth of $10,000 (Unaudited)

 

 

Average Annual Returns

Period Ended March 31, 2019

 

1 Year

Return

   

Since Inception 

(11/11/14) 

    Value of $10,000
(3/31/2019)
 
ETFMG Prime Cyber Security ETF (NAV)     16.75 %     11.64 %   $ 16,204  
ETFMG Prime Cyber Security ETF (Market)     16.85 %     11.66 %   $ 16,218  
S&P 500 Index     9.50 %     10.05 %   $ 15,215  
Prime Cyber Defense Index     17.33 %     12.15 %   $ 16,529  

 

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 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.

6

ETFMG Prime Cyber Security ETF

 

  

Top Ten Holdings* (Unaudited)

 

      Security   % of Total
Investments 
1     Cisco Systems, Inc.     3.72 %
2     CyberArk Software, Ltd.     3.13 %
3     Palo Alto Networks, Inc.     3.13 %
4     Check Point Software Tech, Ltd.     3.06 %
5     Science Applications International Corp.     3.05 %
6     Solarwinds Corp.     3.03 %
7     Splunk, Inc.     3.02 %
8     Symantec, Corp.     3.01 %
9     Fortinet, Inc.     3.01 %
10     Tenable Holdings, Inc.     3.01 %

  

      Top Ten Holdings = 31.17% of Total Investments        
      * Current portfolio holdings may not be indicative of future Fund holdings.        
7

ETFMG Prime Mobile Payments ETF
Growth of $10,000 (Unaudited)

 

 

Average Annual Returns

Period Ended March 31, 2019

 

1 Year

Return

   

Since Inception 

(7/15/15) 

    Value of $10,000
(3/31/2019)
 
ETFMG Prime Mobile Payments ETF (NAV)     19.25 %     16.04 %   $ 17,373  
ETFMG Prime Mobile Payments ETF (Market)     19.04 %     16.07 %   $ 17,391  
S&P 500 Index     9.50 %     10.57 %   $ 14,522  
Prime Mobile Payments Index     19.87 %     16.73 %   $ 17,756  

 

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 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.

8

ETFMG Prime Mobile Payments ETF

 

  

Top Ten Holdings* (Unaudited)

 

      Security
 % of Total
Investments 
1     PayPal Holdings, Inc.     4.80 %
2     Mastercard, Inc.     4.70 %
3     Visa, Inc.     4.64 %
4     American Express Co.     4.46 %
5     Worldpay, Inc.     3.83 %
6     Fidelity National Information Services, Inc.     3.77 %
7     Fiserv, Inc.     3.65 %
8     Square, Inc.     3.28 %
9     First Date Corp.     2.97 %
10     Discover Financial Services     2.78 %

 

      Top Ten Holdings = 38.88% of Total Investments          
      * Current Fund holdings may not be indicative of future Fund holdings.        
9

ETFMG Drone Economy Strategy ETF 

Growth of $10,000 (Unaudited)

 

 

Average Annual Returns

Period Ended March 31, 2019

 

1 Year

Return

   

Since Inception 

(3/8/2016) 

    Value of $10,000
(3/31/2019)
 
ETMFG Drone Economy Strategy ETF (NAV)     -1.97 %     10.99 %   $ 13,762  
ETFMG Drone Economy Strategy ETF (Market)     -2.82 %     10.84 %   $ 13,704  
S&P 500 Index     9.50 %     14.74 %   $ 15,237  
Reality Shares DroneTM Index     -1.86 %     10.56 %   $ 13,601  

 

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 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.

10

ETFMG Drone Economy Strategy ETF

 

  

Top Ten Holdings* (Unaudited)

 

      Security   % of Total
Investments 
1     Aerovironment, Inc.     8.56 %
2     Boeing Co.     4.04 %
3     Ambarella, Inc.     3.60 %
4     Vestal Electronik     2.51 %
5     Leonardo SpA     2.14 %
6     Parrot     2.12 %
7     Honeywell International, Inc.     1.94 %
8     L3 Technologies, Inc.     1.88 %
9     Kratos Defense & Security Solutions     1.87 %
10     Airbus Group SE     1.80 %

  

      Top Ten Holdings = 30.46% of Total Investments        
      * Current Fund holdings may not be indicative of future Fund holdings.        
11

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

 

 

Average Annual Returns

Period Ended March 31, 2019

 

1 Year

Return

   

Since Inception

(3/8/2016) 

    Value of $10,000
(3/31/2019)
 
ETFMG Video Game Tech ETF (NAV)     -6.89 %     22.09 %   $ 18,430  
ETFMG Video Game Tech ETF (Market)     -6.97 %     22.26 %   $ 18,509  
S&P 500 Index     9.50 %     14.74 %   $ 15,237  
EEFund Video Game Tech Index     -6.73 %     21.93 %   $ 18,354  

 

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 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.

12

ETFMG Video Game Tech ETF

 

  

Top Ten Holdings* (Unaudited)

  

      Security   % of Total
Investments 
1     NHN Corp.     2.89 %
2     Zynga, Inc.     2.71 %
3     Glu Mobile, Inc.     2.62 %
4     CD Projeckt SA     2.58 %
5     Nexon Co., Ltd     2.45 %
6     Electronic Arts, Inc.     2.39 %
7     Square-Enix Holdings     2.36 %
8     Micro-Star International     2.35 %
9     Netmarble Corp.     2.22 %
10     Capcom Co., Ltd.     2.21 %

 

      Top Ten Holdings = 24.78% of Total Investments          
      * Current Fund holdings may not be indicative of future Fund holdings.        
13

ETFMG™ ETFs

 

 

Important Disclosures and Key Risk Factors

  

Investing involves risk, including the possible loss of principal. Shares of any ETF are bought and sold at market price (not NAV), may trade at a discount or premium to NAV and are not individually redeemed from the Fund. Brokerage commissions will reduce returns. Narrowly focused investments typically exhibit higher volatility.

 

Past performance is 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 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”).

 

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 ETF is subject to risks associated with the worldwide price of silver and the costs of extraction and production. Worldwide silver prices may fluctuate substantially over short periods of time, so the Fund’s share price may be more volatile than other types of economic conditions, tax treatment, government regulation and intervention, and world events in the regions in which the companies operation. Several foreign countries have begun a process of privatizing certain entities and industries. Privatized entities may lose money or be renationalized. The Fund invests in some economies that are heavily dependent upon trading with key partners. Any reduction in this trading may cause an adverse impact on the economy in which the Fund invests. The Fund’s return may not match or achieve a high degree of correlation with the return of the Prime Junior Silver Miners & Explorers Index. To the extent the Fund utilizes a sampling approach, it may experience tracking error to a greater extent than if the Fund had sought to replicate the Prime Junior Silver Miners & Explorers Index. IOPV or indicative optimized portfolio value is an estimated intraday fair value of one share of an ETF determined by the last trade price of the fund’s underlying securities.

  

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

 

HACK

 

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

 

The fund is concentrated in technology-related companies 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.

14

ETFMG™ ETFs

 

 

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

 

IPAY

  

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

  

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

  

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

  

IFLY

  

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

15

ETFMG™ ETFs

 

 

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

  

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

  

GAMR

  

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

  

Investing involves risk, including the possible loss of principal. Shares of any ETF are bought and sold at market price (not NAV), may trade at a discount or premium to NAV and are not individually redeemed from the Fund. Brokerage commissions will reduce returns. Narrowly focused investments typically exhibit higher volatility. Video Game Tech Companies face intense competition, both domestically and internationally, may have limited product lines, markets, financial resources or personnel, may have products that face rapid obsolescence, and are heavily dependent on the protection of patent and intellectual property rights. Video Game Tech Companies are also subject to increasing regulatory constraints, particularly with respect to cybersecurity and privacy. Such factors may adversely affect the profitability and value of such companies. Investments in foreign securities involve political, economic and currency risks, greater volatility and differences in accounting methods. The Fund is non-diversified, meaning it may concentrate its assets in fewer individual holdings than a diversified fund. Investments in smaller companies tend to have limited liquidity and greater price volatility than large-capitalization companies. The Fund’s return may not match or achieve a high degree of correlation with the return of the EEFund Video Game Tech Index™. To the extent the Fund utilizes a sampling approach, it may experience tracking error to a greater extent than if the Fund had sought to replicate the Index. Diversification does not guarantee a profit, nor does it protect against a loss in a declining market.

  

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

16

ETFMG™ ETFs

 

PORTFOLIO ALLOCATIONS

As of March 31, 2019 (Unaudited)

  

   

ETFMG
Prime Junior
Silver ETF

   

ETFMG
Prime Cyber
Security ETF

   

ETFMG
Prime Mobile
Payments ETF

   

ETFMG
Drone Economy
Strategy ETF

   

ETFMG
Video Game
Tech ETF

 
As a percent of Net Assets:                                        
Brazil     %     %     1.9 %     %     %
Canada     67.9                   2.3        
China                             11.3  
Cyprus                 0.6              
Finland           0.1                    
France                 4.6       6.4       2.5  
Germany                 3.1       1.5       0.9  
Hong Kong                 0.8             3.8  
Israel           8.1             1.4        
Italy                       2.5        
Japan           4.4       2.6       8.6       22.4  
Netherlands           0.7       3.5       2.1        
Norway                             1.0  
Puerto Rico                 1.7              
Poland                             2.9  
Republic of Korea           0.5             1.7       16.9  
Spain                       1.7        
Sweden                       2.7       5.3  
Switzerland                             1.4  
Taiwan, Province of China                             5.6  
Turkey                       4.1        
United Kingdom     12.8       9.7       0.6       5.9       0.5  
United States     18.6       75.4       80.1       58.7       24.6  
Short-Term and other Net Assets (Liabilities)     0.7       1.1       0.5       0.4       0.9  
      100.0 %     100.0 %     100.0 %     100.0 %     100.0 %
17

ETFMG™ ETFs

 

ETFMG Prime Junior Silver ETF

 

Schedule of Investments

March 31, 2019 (Unaudited)


  

    Shares     Value  
             
COMMON STOCKS - 98.7%                
Canada - 67.3%                
Metals & Mining - 67.3% (d)                
Alexco Resource Corp. (a)     686,372     $ 830,510  
Americas Silver Corp. (a)     360,649       593,728  
Bear Creek Mining Corp. (a)(c)     668,338       720,176  
Cautivo Mining, Inc. (a)(c)     18,395        
Endeavour Silver Corp. (a)     663,918       1,673,073  
Excellon Resources, Inc. (a)     770,800       490,276  
First Majestic Silver Corp. (a)     932,491       6,135,791  
Fortuna Silver Mines, Inc. (a)     285,755       951,554  
Great Panther Silver, Ltd. (a)     435,607       409,906  
Hudbay Minerals, Inc.     347,162       2,480,935  
Kootenay Silver, Inc. (a)(c)     1,127,106       109,645  
MAG Silver Corp. (a)     219,100       2,339,624  
Mandalay Resources Corp. (a)     2,521,874       226,456  
Maya Gold & Silver, Inc. (a)(c)     494,685       814,388  
Minco Silver Corp. (a)(c)     344,605       123,778  
Mirasol Resources, Ltd. (a)     251,084       150,310  
Pan American Silver Corp.     481,508       6,363,177  
Sabina Gold & Silver Corp. (a)     675,958       634,809  
Sierra Metals, Inc. (a)(c)     398,546       644,187  
Silvercorp Metals, Inc.     794,022       2,038,011  
SilverCrest Metals, Inc. (a)     427,252       1,400,354  
SSR Mining, Inc. (a)     177,756       2,246,641  
Trevali Mining Corp. (a)     2,090,387       625,700  
Yamana Gold, Inc.     888,112       2,317,972  
Total Canada             34,321,001  
                 
United Kingdom - 12.8%                
Metals & Mining - 12.8% (d)                
Hochschild Mining PLC     2,421,691       6,516,468  
                 
United States - 18.6%                
Metals & Mining - 18.6% (d)                
Coeur Mining, Inc. (a)     500,107       2,040,437  
Gold Resource Corp.     156,954       616,829  
Golden Minerals Co. (a)     420,584       113,978  
Hecla Mining Co.     2,533,450       5,826,935  
McEwen Mining, Inc.     616,366       924,549  
Total United States             9,522,728  
TOTAL COMMON STOCKS (Cost $62,801,900)             50,360,197  

 

The accompanying notes are an integral part of these financial statements

18

ETFMG™ ETFs

 

ETFMG Prime Junior Silver ETF

 

Schedule of Investments

March 31, 2019 (Unaudited) (Continued)


  

    Shares     Value  
RIGHTS - 0.6%            
Canada - 0.6%            
Metals & Mining - 0.6%                
Pan American Silver Corp. (a)     502,820     $ 330,856  
TOTAL RIGHTS (Cost $0)             330,856  
                 
SHORT-TERM INVESTMENTS - 0.6%                
MONEY MARKET FUNDS - 0.6%                
Invesco Advisers, Inc. STIT-Treasury Portfolio - Institutional Class, 2.33% (b)     313,558       313,558  
TOTAL MONEY MARKET FUNDS (Cost $313,558)             313,558  
                 
Total Investments (Cost $63,115,458) - 99.9%             51,004,611  
Other Assets in Excess of Liabilities - 0.1%             71,165  
TOTAL NET ASSETS - 100.0%           $ 51,075,776  

 

Percentages are stated as a percent of net assets.

 


(a) Non-income producing security.

(b) The rate quoted is the annualized seven-day yield at March 31, 2019.

(c) These securities have been deemed illiquid according to the Fund’s liquidity guidelines. The value of these securities total $2,412,173, which represents 4.72% of total net assets.

(d) As of March 31, 2019, the Fund had a significant portion of its assets invested in the Metals & Mining Industry.

 

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

 

The accompanying notes are an integral part of these financial statements

19

ETFMG™ ETFs

 

ETFMG Prime Cyber Security ETF

 

Schedule of Investments

March 31, 2019 (Unaudited)


  

    Shares     Value  
             
COMMON STOCKS - 98.9%                
Finland - 0.1%                
Software - 0.1% (f)                
F-Secure OYJ     451,778     $ 1,239,088  
                 
Israel - 8.1%                
Communications Equipment - 0.8%                
Radware, Ltd. (a)     477,157       12,468,112  
Software - 7.3% (f)                
Check Point Software Technologies, Ltd. (a)     458,681       58,018,560  
CyberArk Software, Ltd. (a)     499,101       59,417,974  
Total Software             117,436,534  
Total Israel             129,904,646  
                 
Japan - 4.4%                
Software - 4.4% (f)                
Digital Arts, Inc.     133,745       10,921,161  
FFRI, Inc. (a)(d)     286,886       8,231,503  
Trend Micro, Inc.     1,068,180       51,948,842  
Total Software             71,101,506  
                 
Netherlands - 0.7%                
Software - 0.7% (f)                
Gemalto NV (a)     214,201       12,249,531  
                 
Republic of Korea - 0.5%                
Software - 0.5% (f)                
Ahnlab, Inc.     162,524       7,488,332  
                 
United Kingdom - 9.7%                
Aerospace & Defense - 2.2%                
BAE Systems PLC     2,041,207       12,825,005  
QinetiQ Group PLC     3,028,169       11,879,503  
Ultra Electronics Holdings PLC     586,895       12,199,907  
Total Aerospace & Defense             36,904,415  
IT Services - 0.4%                
NCC Group PLC     3,460,164       6,309,398  
Software - 7.1% (f)                
Avast PLC (e)     13,569,078       50,067,986  
Mimecast, Ltd. (a)     269,386       12,755,427  
Sophos Group PLC (e)     12,969,966       50,813,589  
Total Software             113,637,002  
Total United Kingdom             156,850,815  

 

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

20

ETFMG™ ETFs

 

ETFMG Prime Cyber Security ETF

 

Schedule of Investments 

March 31, 2019 (Unaudited) (Continued)


  

    Shares     Value  
United States - 75.4%                
Aerospace & Defense - 0.5%                
The KEYW Holding Corp. (a)(d)     999,316     $ 8,614,104  
Communications Equipment - 9.5%                
Cisco Systems, Inc. (d)     1,306,746       70,551,217  
F5 Networks, Inc. (a)(d)     82,068       12,878,931  
Juniper Networks, Inc. (d)     2,123,466       56,208,145  
NetScout Systems, Inc. (a)(d)     448,659       12,593,858  
Total Communications Equipment             152,232,151  
Internet Software & Services - 0.5%                
Zix Corp. (a)(d)     1,077,973       7,416,454  
IT Services - 17.9%                
Akamai Technologies, Inc. (a)(d)     780,511       55,970,444  
Booz Allen Hamilton Holding Corp. (d)     228,659       13,294,234  
CACI International, Inc. - Class A (a)     301,863       54,945,103  
Carbonite, Inc. (a)(b)(d)     2,187,396       54,269,295  
Leidos Holdings, Inc. (d)     199,901       12,811,655  
ManTech International Corp. - Class A     220,469       11,909,735  
Okta, Inc. (a)(d)     169,128       13,991,959  
Science Applications International Corp.     752,959       57,940,195  
VeriSign, Inc. (a)     75,225       13,657,851  
Total IT Services             288,790,471  
Software - 47.0% (f)                
A10 Networks, Inc. (a)     1,212,284       8,595,094  
Carbon Black, Inc. (a)(d)     876,528       12,227,566  
CommVault Systems, Inc. (a)     841,400       54,472,236  
Everbridge, Inc. (a)(d)     169,177       12,689,967  
FireEye, Inc. (a)     3,348,914       56,228,266  
ForeScout Technologies, Inc. (a)     283,805       11,894,268  
Fortinet, Inc. (a)(d)     680,336       57,127,814  
MobileIron, Inc. (a)     1,742,227       9,529,982  
OneSpan, Inc. (a)     616,301       11,845,305  
Palo Alto Networks, Inc. (a)(d)     244,568       59,400,676  
Proofpoint, Inc. (a)(d)     461,898       56,088,274  
Qualys, Inc. (a)d)     653,235       54,048,664  
Rapid7, Inc. (a)     258,150       13,064,971  
SailPoint Technologies Holding, Inc. (a)     1,928,575       55,388,674  
SecureWorks Corp. - Class A (a)(b)(d)     653,951       12,032,698  
SolarWinds Corp. (a)(d)     2,951,044       57,604,379  
Splunk, Inc. (a)     459,543       57,259,058  
Symantec Corp. (d)     2,487,929       57,197,488  
Tenable Holdings, Inc. (a)(d)     1,802,711       57,073,830  
Varonis Systems, Inc. (a)(d)     208,244       12,417,590  

 

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

21

ETFMG™ ETFs

 

ETFMG Prime Cyber Security ETF

 

Schedule of Investments

March 31, 2019 (Unaudited) (Continued)


  

    Shares     Value  
Verint Systems, Inc. (a)(d)     231,231     $ 13,841,488  
Zscaler, Inc. (a)(d)     200,951       14,253,454  
Total Software             754,281,742  
Total United States             1,211,334,922  
TOTAL COMMON STOCKS (Cost $1,427,357,216)             1,590,168,840  
                 
SHORT-TERM INVESTMENTS - 0.9%                
Money Market Funds - 0.9%                
Invesco Advisers, Inc. STIT - Treasury Portfolio - Institutional Class 2.33% (c)     14,070,616       14,070,616  
TOTAL SHORT-TERM INVESTMENTS (Cost $14,070,616)             14,070,616  
                 
INVESTMENTS PURCHASED WITH SECURITIES LENDING COLLATERAL - 18.3%                
Mount Vernon Liquid Assets Portfolio, LLC., 2.61% (c)             293,829,120  
TOTAL INVESTMENTS PURCHASED WITH SECURITIES LENDING COLLATERAL (Cost $293,829,120)             293,829,120  
                 
Total Investments (Cost $1,735,256,952) - 118.1%             1,898,068,576  
Liabilities in Excess of Other Assets - (18.1)%             (291,271,816 )
TOTAL NET ASSETS - 100.0%           $ 1,606,796,760  

 

Percentages are stated as a percent of net assets.

 


(a) Non-income producing security.

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

(c) The rate quoted is the annualized seven-day yield at March 31, 2019.

(d) All or a portion of this security is out on loan as of March 31, 2019.

(e) These securities have been deemed illiquid according to the Fund’s liquidity guidelines. The value of these securities total $100,881,575, which represents 6.28% of total net assets.

(f) As of March 31, 2019, the Fund had a significant portion of its assets in the Software Industry.

 

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

22

ETFMG™ ETFs

 

ETFMG Prime Mobile Payments ETF

 

Schedule of Investments

March 31, 2019 (Unaudited)


  

    Shares     Value  
             
COMMON STOCKS - 99.4%                
Brazil - 1.9%                
IT Services - 1.9% (d)                
Cielo SA     3,511,222     $ 8,492,541  
                 
Cyprus - 0.6%                
IT Services - 0.6% (d)                
QIWI PLC - ADR (a)     175,090       2,519,545  
                 
France - 4.6%                
Electronic Equipment, Instruments & Components - 2.0%                
Ingenico Group SA     120,923       8,629,800  
IT Services - 2.6% (d)                
Worldline SA (a)     191,420       11,337,554  
Total France             19,967,354  
                 
Germany - 3.1%                
IT Services - 3.1% (d)                
Wirecard AG     107,580       13,479,781  
                 
Hong Kong - 0.8%                
Electronic Equipment, Instruments & Components - 0.3%                
PAX Global Technology, Ltd.     3,076,042       1,426,352  
IT Services - 0.5% (d)                
Huifu Payment, Ltd. (a)     4,013,516       1,993,989  
Total Hong Kong             3,420,341  
                 
Japan - 2.6%                
Consumer Finance - 0.3%                
Jaccs Co, Ltd.     84,591       1,360,112  
IT Services - 2.1% (d)                
GMO Payment Gateway, Inc.     131,536       9,328,458  
Software - 0.2%                
Intelligent Wave, Inc. (c)     144,989       970,692  
Total Japan             11,659,262  
                 
Netherlands - 3.5%                
IT Services - 3.5% (d)                
Adyen NV (a)     19,443       15,223,582  
                 
Puerto Rico - 1.7%                
IT Services - 1.7% (d)                
EVERTEC, Inc.     266,405       7,408,723  

 

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

23

ETFMG™ ETFs

 

ETFMG Prime Mobile Payments ETF

 

Schedule of Investments

March 31, 2019 (Unaudited) (Continued)


  

    Shares     Value  
United Kingdom - 0.6%                
Commercial Services & Supplies - 0.6%                
PayPoint PLC     216,970     $ 2,421,830  
                 
United States - 80.1%                
Consumer Finance - 11.1%                
American Express Co.     225,162       24,610,206  
Discover Financial Services     215,718       15,350,493  
Green Dot Corp. - Class A (a)     137,848       8,360,481  
Total Consumer Finance             48,321,180  
IT Services - 64.9% (d)                
Euronet Worldwide, Inc. (a)(c)     68,078       9,707,242  
Evo Payments, Inc. - Class A (a)     295,289       8,578,145  
Fidelity National Information Services, Inc. (c)     184,213       20,834,490  
First Data Corp. - Class A (a)(c)     624,153       16,396,499  
Fiserv, Inc. (a)(c)     228,508       20,172,686  
FleetCor Technologies, Inc. (a)     60,325       14,875,542  
Global Payments, Inc. (c)     110,725       15,116,177  
I3 Verticals, Inc. - Class A (a)     63,165       1,517,223  
MasterCard, Inc. - Class A     110,139       25,932,229  
MoneyGram International, Inc. (a)     363,425       741,387  
Net 1 UEPS Technologies, Inc. (a)     336,475       1,207,945  
Pagseguro Digital, Ltd. - Class A (a)(c)     360,318       10,755,492  
PayPal Holdings, Inc. (a)     255,303       26,510,665  
StoneCo, Ltd. - Class A (a)(c)     329,986       13,565,724  
Square, Inc. - Class A (a)     241,669       18,105,841  
Total System Services, Inc.     140,125       13,313,276  
Visa, Inc. - Class A (c)     163,969       25,610,319  
Western Union Co. (c)     539,920       9,972,322  
WEX, Inc. (a)     53,938       10,355,557  
Worldpay, Inc. - Class A (a)     186,050       21,116,675  
Total IT Services             284,385,436  
Software - 1.9%                
ACI Worldwide, Inc. (a)(c)     248,478       8,167,472  
Technology Hardware, Storage & Peripherals - 2.1%                
NCR Corp. (a)(c)     288,150       7,863,613  
USA Technologies, Inc. (a)(c)     346,277       1,437,050  
Total Technology Hardware, Storage & Peripherals             9,300,663  
Total United States             325,853,535  
TOTAL COMMON STOCKS (Cost $385,053,944)             434,767,710  
                 

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

24

ETFMG™ ETFs

 

ETFMG Prime Mobile Payments ETF

 

Schedule of Investments

March 31, 2019 (Unaudited) (Continued)


  

    Shares     Value  
SHORT-TERM INVESTMENTS - 0.7%                
Money Market Funds - 0.7%                
Invesco Advisers, Inc. STIT-Treasury Portfolio - Institutional Class, 2.33% (b)     2,881,715     $ 2,881,715  
TOTAL SHORT-TERM INVESTMENTS (Cost $2,881,715)             2,881,715  
                 
INVESTMENTS PURCHASED WITH SECURITIES LENDING COLLATERAL - 26.1%                
Mount Vernon Liquid Assets Portfolio, LLC, 2.61% (b)
            114,409,459  
TOTAL INVESTMENTS PURCHASED WITH SECURITIES LENDING COLLATERAL (Cost $114,409,459)             114,409,459  
                 
Total Investments (Cost $502,345,118) - 126.2%             552,058,884  
Liabilities in Excess of Other Assets - (26.2)%             (114,483,707 )
TOTAL NET ASSETS - 100.0%           $ 437,575,177  
                 

Percentages are stated as a percent of net assets.

 

ADR American Depositary Receipt

(a)

Non-income producing security.

(b)

The rate quoted is the annualized seven-day yield at March 31, 2019.

(c)

All or a portion of this security is out on loan as of March 31, 2019.

(d)

As of March 31, 2019, the Fund had a significant portion of its assets in the IT Services Industry.

 

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

25

ETFMG™ ETFs

 

ETFMG Drone Economy Strategy ETF

 

Schedule of Investments

March 31, 2019 (Unaudited)


  

    Shares     Value  
COMMON STOCKS - 99.6%                
Canada - 2.3%                
Aerospace & Defense - 1.6% (e)                
Drone Delivery Canada Corp. (a)(b)     701,310     $ 608,762  
Electrical Equipment - 0.7%                
Ballard Power Systems, Inc. (a)(b)     85,111       256,184  
Total Canada             864,946  
                 
France - 6.4%                
Aerospace & Defense - 3.9% (e)                
Dassault Aviation SA     477       703,627  
Thales SA     6,339       759,079  
Total Aerospace & Defense             1,462,706  
Communications Equipment - 2.5%                
Parrot SA (a)(b)(d)     260,573       932,435  
Total France             2,395,141  
                 
Germany - 1.5%                
Industrial Conglomerates - 1.5%                
Rheinmetall AG     5,370       559,493  
                 
Israel - 1.4%                
Aerospace & Defense - 1.4% (e)                
Elbit Systems, Ltd.     3,937       507,759  
                 
Italy - 2.5%                
Aerospace & Defense - 2.5% (e)                
Leonardo SpA     80,921       940,414  
                 
Japan - 8.6%                
Automobiles - 2.7%                
Subaru Corp.     23,674       538,823  
Yamaha Motor Co., Ltd.     23,086       452,221  
Total Automobiles             991,044  
Electronic Equipment, Instruments & Components - 3.1%                
Hitachi, Ltd.     18,369       594,179  
TDK Corp.     7,051       551,585  
Total Electronic Equipment, Instruments & Components             1,145,764  
Household Durables - 1.1%                
Sony Corp. - ADR (a)     10,005       422,611  
Technology Hardware, Storage & Peripherals - 1.7%                
NEC Corp.     19,047       643,607  
Total Japan             3,203,026  
                 

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

26

ETFMG™ ETFs

 

ETFMG Drone Economy Strategy ETF

 

Schedule of Investments

March 31, 2019 (Unaudited) (Continued)


  

    Shares     Value  
Netherlands - 2.1%            
Aerospace & Defense - 2.1% (e)                
Airbus SE     5,984     $ 791,414  
                 
Republic of Korea - 1.7%                
Aerospace & Defense - 1.7%                
Korea Aerospace Industries, Ltd.     20,736       645,774  
                 
Spain - 1.7%                
IT Services - 1.7%                
Indra Sistemas SA     55,497       616,004  
                 
Sweden - 2.7%                
Aerospace & Defense - 1.1% (e)                
Saab AB - Series B (b)     13,153       421,443  
Electronic Equipment, Instruments & Components - 1.6%                
Hexagon AB - B Shares     11,592       604,705  
Total Sweden             1,026,148  
                 
Turkey - 4.1%                
Aerospace & Defense - 1.1% (e)                
Aselsan Elektronik Sanayi Ve Ticaret AS     103,232       394,005  
Household Durables - 3.0%                
Vestel Elektronik Sanayi ve Ticaret AS (a)     477,036       1,102,859  
Total Turkey             1,496,864  
                 
United Kingdom - 5.9%                
Aerospace & Defense - 5.9% (e)                
BAE Systems PLC     123,918       778,583  
Cobham PLC (a)     289,673       416,147  
Meggitt PLC     76,980       504,123  
QinetiQ Group PLC     122,604       480,975  
Total Aerospace & Defense             2,179,828  
                 
United States - 58.7%                
Aerospace & Defense - 36.6% (e)                
Aerovironment, Inc. (a)     55,008       3,763,096  
Boeing Co.     4,653       1,774,746  
General Dynamics Corp.     3,735       632,261  
Harris Corp. (b)     3,036       484,880  
HEICO Corp. (b)     4,674       443,422  
Kratos Defense & Security Solutions, Inc. (a)     52,643       822,810  
L3 Technologies, Inc. (b)     3,994       824,242  
Lockheed Martin Corp.     2,167       650,447  
Mercury Systems, Inc. (a)     4,804       307,840  

 

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

27

ETFMG™ ETFs

 

ETFMG Drone Economy Strategy ETF

 

Schedule of Investments

March 31, 2019 (Unaudited) (Continued)


  

    Shares     Value  
Northrop Grumman Corp.     2,419     $ 652,162  
Raytheon Co.     3,657       665,867  
Teledyne Technologies, Inc. (a)     1,818       430,884  
Textron, Inc.     14,104       714,509  
TransDigm Group, Inc. (a)     1,413       641,488  
United Technologies Corp.     5,216       672,290  
Total Aerospace & Defense             13,480,944  
Building Products - 1.6%                
Griffon Corp. (b)     32,032       591,951  
Communications Equipment - 0.6%                
KVH Industries, Inc. (a)     22,255       226,778  
Electronic Equipment, Instruments & Components - 7.0%                
FLIR Systems, Inc.     8,701       413,994  
II-VI, Inc. (a)(b)     10,724       399,362  
Jabil, Inc.     23,888       635,181  
Littelfuse, Inc. (b)     2,985       544,703  
Trimble, Inc. (a)(b)     14,438       583,295  
Total Electronic Equipment, Instruments & Components             2,576,535  
Household Durables - 1.7%                
GoPro, Inc. - Class A (a)(b)     98,071       637,462  
Industrial Conglomerates - 2.3%                
Honeywell International, Inc.     5,366       852,765  
Semiconductors & Semiconductor Equipment -8.9%                
Ambarella, Inc.(a)(b)     36,581       1,580,299  
Intel Corp.     10,795       579,692  
NVIDIA Corp. (b)     3,552       637,797  
Qualcomm, Inc.     8,678       494,906  
Total Semiconductors & Semiconductor Equipment             3,292,694  
Total United States             21,659,129  
TOTAL COMMON STOCKS (Cost $35,998,866)             36,885,940  
                 
SHORT-TERM INVESTMENTS - 0.3%                
Money Market Funds - 0.3%                
Invesco Advisers, Inc. STIT - Treasury Portfolio - Institutional Class, 2.33% (c)     113,093       113,093  
TOTAL SHORT-TERM INVESTMENTS (Cost $113,093)             113,093  

 

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

28

ETFMG™ ETFs

 

ETFMG Drone Economy Strategy ETF

 

Schedule of Investments

March 31, 2019 (Unaudited) (Continued)


  

    Shares     Value  
INVESTMENTS PURCHASED WITH SECURITIES LENDING COLLATERAL - 18.7%                
Mount Vernon Liquid Assets Portfolio, LLC, 2.61% (c)           $ 6,941,759  
TOTAL INVESTMENTS PURCHASED WITH SECURITIES LENDING COLLATERAL (Cost $6,941,759)             6,941,759  
                 
Total Investments (Cost $43,053,718) - 118.6%             43,940,792  
Liabilities in Excess of Other Assets - (18.6)%             (6,893,109 )
TOTAL NET ASSETS - 100.0%           $ 37,047,683  

 

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 March 31, 2019.
(c) The rate quoted is the annualized seven-day yield at March 31, 2019.
(d) This security has been deemed illiquid according to the Fund’s liquidity guidelines. The value of this security is $932,434, which represents 2.5% of total net assets.
(e) As of March 31, 2019, the Fund had a significant portion of its assets in the Aerospace & Defense Industry.

 

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

29

ETFMGTM ETFs

 

ETFMG Video Game Tech ETF

 

Schedule of Investments
March 31, 2019 (Unaudited)


 

    Shares     Value  
COMMON STOCKS - 99.5%                
China - 11.3%                
Entertainment - 4.4% (d)                
Changyou.com, Ltd. - ADR     71,897     $ 1,229,439  
iDreamSky Technology Holdings, Ltd. (a)     2,971,051       2,236,818  
NetEase, Inc. - ADR     3,322       802,097  
Tencent Music Entertainment Group - ADR (a)     5       91  
Total Entertainment             4,268,445  
Interactive Media & Services - 3.7%                
Momo, Inc. - ADR (a)     31,898       1,219,780  
SINA Corp. (a)     12,962       767,869  
Sohu.com, Ltd. - ADR (a)(b)     36,643       607,541  
YY, Inc. - ADR (a)     12,268       1,030,635  
Total Interactive Media & Services             3,625,825  
Software - 2.1%                
Cheetah Mobile, Inc. - ADR (a)(b)     116,337       746,884  
Kingsoft Corp., Ltd.     509,628       1,295,827  
Total Software             2,042,711  
Technology Hardware, Storage & Peripherals - 1.1%                
Razer, Inc. (a)     4,920,965       1,034,350  
Total China             10,971,331  
                 
France - 2.5%                
Software - 2.5%                
Ubisoft Entertainment SA (a)     26,521       2,360,965  
                 
Germany - 0.9%                
Health Care Equipment & Supplies - 0.9%                
Carl Zeiss Meditec AG     9,969       832,558  
                 
Hong Kong - 3.8%                
Entertainment - 2.8% (d)                
IGG, Inc.     1,602,215       2,220,664  
NetDragon Websoft Holdings, Ltd.     181,655       456,339  
Total Entertainment             2,677,003  
Interactive Media & Services - 1.0%                
Tencent Holdings, Ltd.     20,564       945,688  
Total Hong Kong             3,622,691  
                 
Japan - 22.4%                
Entertainment - 17.8% (d)                
Aeria, Inc. (b)     80,170       455,717  
Aiming, Inc. (a)(b)     101,787       337,055  
Capcom Co., Ltd.     109,312       2,446,032  

 

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

30

ETFMGTM ETFs

 

ETFMG Video Game Tech ETF

 

Schedule of Investments
March 31, 2019 (Unaudited) (Continued)


 

    Shares     Value  
Cyberstep, Inc. (a)(b)     31,781     $ 410,632  
DeNa Co., Ltd.     45,408       682,984  
Gumi, Inc. (a)(b)     73,821       469,582  
GungHo Online Entertainment, Inc. (b)     408,173       1,484,198  
KLab, Inc. (a)(b)     43,175       338,528  
Koei Tecmo Holdings Co., Ltd.     47,417       913,001  
Konami Holdings Corp.     49,084       2,128,021  
Marvelous, Inc. (b)     49,738       385,500  
Nexon Co., Ltd. (a)     173,295       2,711,301  
Nintendo Co., Ltd.     7,255       2,065,937  
Square Enix Holdings Co., Ltd.     74,682       2,614,510  
Total Entertainment             17,442,998  
Household Durables - 1.0%                
Sony Corp. - ADR (a)     23,043       973,336  
Interactive Media & Services - 2.0%                
Gree, Inc.     492,662       2,009,231  
Leisure Products - 1.6%                
Bandai Namco Holdings, Inc.     19,113       895,033  
Sega Sammy Holdings, Inc.     56,983       671,477  
Total Leisure Products             1,566,510  
Total Japan             21,992,075  
                 
Netherlands - 0.4%                
Entertainment - 0.4% (d)                
Funcom NV (a)(b)     221,704       427,988  
                 
Norway - 1.0%                
Semiconductors & Semiconductor Equipment - 1.0%                
Nordic Semiconductor ASA (a)     238,751       999,300  
                 
Poland - 2.9%                
Entertainment - 2.9% (d)                
CD Projekt SA (a)     54,826       2,855,967  
                 
Republic of Korea - 16.9%                
Entertainment - 14.4% (d)                
Com2uS Corp.     19,043       1,751,466  
Gravity Co., Ltd. - ADR (a)     9,469       610,088  
Neowiz (a)     35,948       446,539  
Netmarble Corp. (a)     22,264       2,451,766  
Nexon GT Co., Ltd. (a)     62,255       638,949  
NHN Entertainment Corp. (a)     40,990       3,195,856  
Pearl Abyss Corp. (a)     13,005       1,924,800  

 

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

31

ETFMGTM ETFs

 

ETFMG Video Game Tech ETF

 

Schedule of Investments
March 31, 2019 (Unaudited) (Continued)


 

    Shares     Value  
Webzen, Inc. (a)     129,546     $ 2,225,484  
WeMade Entertainment Co., Ltd.     18,526       829,108  
Total Entertainment             14,074,056  
Hotels, Restaurants & Leisure - 0.4%                
ME2ON Co., Ltd. (a)     74,245       417,305  
Software - 2.1%                
NCSoft Corp.     4,712       2,058,983  
Total Republic of Korea             16,550,344  
                 
Sweden - 5.3%                
Entertainment - 3.7% (d)                
G5 Entertainment AB     22,676       236,582  
Paradox Interactive AB     52,565       814,146  
Stillfront Group AB (a)     22,690       556,433  
THQ Nordic AB (a)(b)     93,016       2,075,960  
Total Entertainment             3,683,121  
Hotels, Restaurants & Leisure - 0.3%                
LeoVegas AB (b)     91,274       284,504  
Media - 0.9%                
Modern Times Group MTG - Class B     24,451       313,221  
Nordic Entertainment Group AB - Series B (a)     24,451       573,319  
Total Media             886,540  
Technology Hardware, Storage & Peripherals - 0.4%                
Tobii AB (a)     113,606       397,126  
Total Sweden             5,251,291  
                 
Switzerland - 1.4%                
Technology Hardware, Storage & Peripherals - 1.4%                
Logitech International SA     36,609       1,440,198  
                 
Taiwan, Province of China - 5.6%                
Entertainment - 1.3% (d)                
Gamania Digital Entertainment Co., Ltd.     147,598       371,144  
Softstar Entertainment, Inc. (a)     113,638       486,696  
Userjoy Technology Co., Ltd.     172,859       364,557  
Total Entertainment             1,222,397  
Technology Hardware, Storage & Peripherals - 4.3%                
Acer, Inc.     1,245,537       798,149  
Asustek Computer, Inc.     119,690       866,010  
Micro-Star International Co., Ltd.     925,510       2,597,511  
Total Technology Hardware, Storage & Peripherals             4,261,670  
Total Taiwan, Province of China             5,484,067  

 

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

32

ETFMGTM ETFs

 

ETFMG Video Game Tech ETF

 

Schedule of Investments
March 31, 2019 (Unaudited) (Continued)


 

    Shares     Value  
United Kingdom - 0.5%                
Entertainment - 0.5% (d)                
Frontier Developments PLC (a)     35,336     $ 447,349  
                 
United States - 24.6%                
Entertainment - 12.7% (d)                
Activision Blizzard, Inc.     43,675       1,988,523  
Electronic Arts, Inc. (a)     26,016       2,644,006  
Glu Mobile, Inc. (a)     265,021       2,899,330  
Take-Two Interactive Software, Inc. (a)     20,156       1,902,122  
Zynga, Inc. - Class A (a)(b)     562,052       2,995,737  
Total Entertainment             12,429,718  
Household Durables - 0.5%                
Turtle Beach Corp. (a)(b)     22,599       256,725  
Vuzix Corp. (a)(b)     67,854       207,633  
Total Household Durables             464,358  
Interactive Media & Services - 1.4%                
Alphabet, Inc. - Class C (a)     1,144       1,342,267  
Semiconductors & Semiconductor Equipment - 5.2%                
Advanced Micro Devices, Inc. (a)(b)     59,258       1,512,265  
Intel Corp.     24,702       1,326,497  
NVIDIA Corp. (b)     8,049       1,445,278  
QUALCOMM, Inc.     13,948       795,454  
Total Semiconductors & Semiconductor Equipment             5,079,494  
Software - 1.3%                
Microsoft Corp.     11,069       1,305,478  
Specialty Retail - 1.7%                
GameStop Corp. - Class A (b)     163,429       1,660,439  
Technology Hardware, Storage & Peripherals - 1.8%                
Apple, Inc.     7,127       1,353,774  
Immersion Corp. (a)     44,246       372,994  
Total Technology Hardware, Storage & Peripherals             1,726,768  
Total United States             24,008,522  
TOTAL COMMON STOCKS (Cost $104,097,967)             97,244,646  
                 
SHORT-TERM INVESTMENTS - 0.2%                
Money Market Funds - 0.2%                
Invesco Advisers, Inc. STIT - Treasury Portfolio - Institutional Class, 2.33% (c)     168,721       168,721  
TOTAL SHORT-TERM INVESTMENTS (Cost $168,721)             168,721  

 

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

33

ETFMGTM ETFs

 

ETFMG Video Game Tech ETF

 

Schedule of Investments
March 31, 2019 (Unaudited) (Continued)


 

    Shares     Value  
INVESTMENTS PURCHASED WITH SECURITIES LENDING COLLATERAL - 13.5%                
Mount Vernon Liquid Assets Portfolio, LLC, 2.61% (c)           $ 13,170,799  
TOTAL INVESTMENTS PURCHASED WITH SECURITIES LENDING COLLATERAL (Cost $13,170,799)             13,170,799  
                 
Total Investments (Cost $117,437,487) - 113.2%             110,584,166  
Liabilities in Excess of Other Assets - (13.2)%             (12,897,927 )
TOTAL NET ASSETS - 100.0%           $ 97,686,239  

 

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 March 31, 2019.

(c)

The rate quoted is the annualized seven-day yield at March 31, 2019.

(d)

As of March 31, 2019, the Fund had a significant portion of its assets invested in the Entertainment Industry.

 

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

34

ETFMGTM ETFs

 

STATEMENTS OF ASSETS AND LIABILITIES
As of March 31, 2019 (Unaudited)


 

    ETFMG
Prime
Junior
Silver
ETF
    ETFMG
Prime Cyber
Security
ETF
    ETFMG
Prime
Mobile
Payments
ETF
    ETFMG
Drone
Economy
Strategy
ETF
    ETFMG
Video Game
Tech
ETF
 
ASSETS                                        
Investments in unaffiliated securities, at value*   $ 51,004,611     $ 1,831,766,583     $ 552,058,884     $ 43,940,792     $ 110,584,166  
Investments in affiliated securities, at value*           66,301,993                    
Cash           833                    
Foreign currency*           3,053,363       909             23,599  
Receivables:                                        
Receivable for fund shares issued                 1,460              
Dividends and interest receivable     4,492       202,553       138,742       61,606       287,414  
Securities lending income receivable           121,440       50,051       11,992       23,333  
Receivable for investments sold     162,988                          
Total Assets     51,172,091       1,901,446,765       552,250,046       44,014,390       110,918,512  
                                         
LIABILITIES                                        
Collateral received for securities loaned (Note 7)   $     $ 293,829,120     $ 114,409,459     $ 6,941,759     $ 13,170,799  
Payables:                                        
Payable for investments purchased                              
Payable for fund shares redeemed                              
Management fees payable     30,530       820,885       265,410       24,948       61,474  
Foreign currency transactions     65,785                          
Total Liabilities     96,315       294,650,005       114,674,869       6,966,707       13,232,273  
Net Assets   $ 51,075,776     $ 1,606,796,760     $ 437,575,177     $ 37,047,683     $ 97,686,239  
                                         
NET ASSETS CONSIST OF:                                        
Paid-in Capital   $ 94,388,445     $ 1,605,013,053     $ 377,393,830     $ 40,198,693     $ 118,024,613  
Total Distributable Earnings     (43,312,669 )     1,783,707       60,181,347       (3,151,010 )     (20,338,374 )
Net Assets   $ 51,075,776     $ 1,606,796,760     $ 437,575,177     $ 37,047,683     $ 97,686,239  
                                         
*Identified Cost:                                        
                                         
Investments in unaffiliated securities   $ 63,115,458     $ 1,659,317,389     $ 502,345,118     $ 43,053,718     $ 117,437,487  
Investments in affiliated securities           75,939,563                    
Foreign currency           3,092,757       920       820       23,568  
                                         
Shares Outstanding^     5,750,000       40,200,000       10,200,000       1,100,000       2,200,000  
                                         
Net Asset Value, Offering and Redemption Price per Share   $ 8.88     $ 39.97     $ 42.90     $ 33.68     $ 44.40  

 

^ No par value, unlimited number of shares authorized

 

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

35

ETFMGTM ETFs

 

STATEMENTS OF OPERATIONS
Six Months Ended March 31, 2019 (Unaudited)


 

    ETFMG
Prime
Junior
Silver
ETF
    ETFMG
Prime Cyber
Security
ETF
    ETFMG
Prime
Mobile
Payments
ETF
    ETFMG
Drone
Economy
Strategy
ETF
    ETFMG
Video Game
Tech
ETF
 
INVESTMENT INCOME                                        
Income:                                        
Dividends from unaffiliated securities (net of foreign withholdings tax of $7,573, $158,014, $18,355, $6,767, $107,005)   $ 54,422     $ 4,868,994       $ 1,571,448     $  196,347     $ 513,920  
Interest     1,819       70,489       16,065       1,014       4,234  
Securities lending income           636,705       97,778       40,899       164,793  
Total Investment Income     56,241       5,576,188       1,685,291       238,260       682,947  
                                         
Expenses:                                        
Management fees     159,528       4,655,121       1,535,358       153,020       383,954  
Total Expenses     159,528       4,655,121       1,535,358       153,020       383,954  
Net Investment Income (Loss)     (103,287 )     921,067       149,933       85,240       298,993  
                                         
REALIZED & UNREALIZED GAIN (LOSS) ON INVESTMENTS                                        
Net Realized Gain (Loss) on:                                        
Unaffiliated investments     (1,560,723 )     (24,877,979 )     (17,028,229 )     (3,542,459 )     (11,555,364 )
Affiliated investments           876,191                    
In-Kind redemptions           105,175,452       30,442,734       886,280       2,106,124  
Foreign currency and foreign currency translation     1,079       (383,183 )     (139,113 )     (3,649 )     (30,731 )
Net Realized Gain (Loss) on Investments and In-Kind redemptions     (1,559,644 )     80,790,481       13,275,392       (2,659,828 )     (9,479,971 )
Net Change in Unrealized Appreciation (Depreciation) of:                                        
Unaffiliated Investments     3,546,046       (105,119,955 )     (28,681,788 )     (4,666,033 )     (1,316,539 )
Affiliated Investments           (9,637,570 )                  
Foreign currency and foreign currency translation     661       7,892       4,147       (466 )     (51 )
Net change in Unrealized Appreciation (Depreciation) of Investments     3,546,707       (114,749,633 )     (28,677,641 )     (4,666,499 )     (1,316,590 )
Net Realized and Unrealized Gain (Loss)on Investments     1,987,063       (33,959,152 )     (15,402,249 )     (7,326,327 )     (10,796,561 )
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS   $ 1,883,776     $ (33,038,085 )   $ (15,252,316 )   $ (7,241,087 )   $ (10,497,568 )

 

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

36

ETFMG Prime Junior Silver ETF

 

STATEMENTS OF CHANGES IN NET ASSETS


 

    Period Ended
March 31,
2019
(Unaudited)
    Year Ended
September 30,
2018
 
OPERATIONS                
Net investment loss   $ (103,287 )   $ (170,013 )
Net realized loss on investments and In-Kind Redemptions     (1,559,644 )     (4,788,957 )
Net change in unrealized appreciation (depreciation) of investments and foreign currency and foreign currency translation     3,546,707       (12,032,384 )
Net increase (decrease) in net assets resulting from operations     1,883,776       (16,991,354 )
                 
DISTRIBUTIONS TO SHAREHOLDERS                
Total distributions from distributable earnings     (713,794 )      
                 
CAPITAL SHARE TRANSACTIONS                
Net increase in net assets derived from net change in outstanding shares (a)     4,640,325       4,224,315  
Net increase (decrease) in net assets   $ 5,810,307     $ (12,767,039 )
                 
NET ASSETS                
Beginning of Year/Period     45,265,469       58,032,508  
End of Year/Period   $ 51,075,776     $ 45,265,469  

 

(a) Summary of share transactions is as follows:

 

 
  Period Ended
March 31, 2019
(Unaudited)
    Year Ended
September 30, 2018
 
 
  Shares     Amount     Shares     Amount  
Shares Sold
    700,000     $ 6,009,000       1,200,000     $ 13,405,115  
Shares Redeemed
    (150,000 )     (1,368,675 )     (900,000 )     (9,180,800 )
Net Transactions in Fund Shares
    550,000     $ 4,640,325       300,000     $ 4,224,315  
Beginning Shares
    5,200,000               4,900,000          
Ending Shares
    5,750,000               5,200,000          

 

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

37

ETFMG Prime Cyber Security ETF

 

STATEMENTS OF CHANGES IN NET ASSETS


 

    Period Ended
March 31,
2019
(Unaudited)
    Year Ended
September 30,
2018
 
OPERATIONS                
Net investment income   $ 921,067     $ 967,947  
Net realized gain on investments and In-Kind Redemptions     80,790,481       179,695,195  
Net change in unrealized appreciation (depreciation) of investments     (114,749,633 )     196,777,306  
Net increase (decrease) in net assets resulting from operations     (33,038,085 )     377,440,448  
                 
DISTRIBUTIONS TO SHAREHOLDERS                
Total distributions from distributable earnings     (1,250,082 )     (125,955 )
                 
CAPITAL SHARE TRANSACTIONS                
Net increase (decrease) in net assets derived from net change in outstanding shares (a)     (194,782,595 )     361,172,935  
Transaction Fees (See Note 1)     6,068       14,139  
Net increase (decrease) in net assets from capital share transactions     (194,776,527 )     361,187,074  
Total increase (decrease) in net assets   $ (229,064,694 )   $ 738,501,567  
                 
NET ASSETS                
Beginning of Year/Period     1,835,861,454       1,097,359,887  
End of Year/Period   $ 1,606,796,760     $ 1,835,861,454  

 

(a)

Summary of share transactions is as follows:

 

 
  Period Ended
March 31, 2019
(Unaudited)
    Year Ended
September 30, 2018
 
 
  Shares     Amount     Shares     Amount  
Shares Sold
    5,950,000     $ 218,933,155       26,900,000     $ 997,959,795  
Transaction Fees (See Note 1)
          6,068             14,139  
Shares Redeemed
    (11,550,000 )     (413,715,750 )     (17,550,000 )     (636,786,860 )
Net Transactions in Fund Shares
    (5,600,000 )   $ (194,776,527 )     9,350,000     $ 361,187,074  
Beginning Shares
    45,800,000               36,450,000          
Ending Shares
    40,200,000               45,800,000          

 

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

38

ETFMG Prime Mobile Payments ETF

 

STATEMENTS OF CHANGES IN NET ASSETS


 

    Period Ended
March 31,
2019
(Unaudited)
    Year Ended
September 30,
2018
 
OPERATIONS                
Net investment income   $ 149,933     $ 518,809  
Net realized gain on investments and In-Kind Redemptions     13,275,392       28,616,661  
Net change in unrealized appreciation (depreciation) of investments     (28,677,641 )     56,372,502  
Net increase (decrease) in net assets resulting from operations     (15,252,316 )     85,507,972  
                 
DISTRIBUTIONS TO SHAREHOLDERS                
Total distributions from distributable earnings     (2,286,407 )     (61,070 )
                 
CAPITAL SHARE TRANSACTIONS                
Net increase (decrease) in net assets derived from net change in outstanding shares (a)     (67,795,095 )     266,385,415  
Transaction Fees (See Note 1)     34,733       48,505  
Net increase (decrease) in net assets from capital share transactions     (67,760,362 )     266,433,920  
Total increase (decrease) in net assets   $ (85,299,085 )   $ 351,880,822  
                 
NET ASSETS                
Beginning of Year/Period     522,874,262       170,993,440  
End of Year/Period   $ 437,575,177     $ 522,874,262  

 

(a)

Summary of share transactions is as follows:

 

 
  Period Ended
March 31, 2019
(Unaudited)
    Year Ended
September 30, 2018
 
 
  Shares     Amount     Shares     Amount  
Shares Sold
    2,000,000     $ 78,475,440       9,200,000     $ 351,060,880  
Transaction Fees (See Note 1)
          34,733             48,505  
Shares Redeemed
    (4,000,000 )     (146,270,535 )     (2,250,000 )     (84,675,465 )
Net Transactions in Fund Shares
    (2,000,000 )   $ (67,760,362 )     6,950,000     $ 266,433,920  
Beginning Shares
    12,200,000               5,250,000          
Ending Shares
    10,200,000               12,200,000          

 

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

39

ETFMG Drone Economy Strategy ETF

 

STATEMENTS OF CHANGES IN NET ASSETS


 

    Period Ended
March 31,
2019
(Unaudited)
    Year Ended
September 30,
2018
 
OPERATIONS                
Net investment income   $ 85,240     $ 189,857  
Net realized gain (loss) on investments and In-Kind Redemptions     (2,659,828 )     3,991,077  
Net change in unrealized appreciation (depreciation) of investments     (4,666,499 )     4,505  
Net increase (decrease) in net assets resulting from operations     (7,241,087 )     4,185,439  
                 
DISTRIBUTIONS TO SHAREHOLDERS                
Total distributions from distributable earnings     (57,984 )     (404,140 )
                 
CAPITAL SHARE TRANSACTIONS                
Net increase in net assets derived from net change in outstanding shares (a)     (6,425,125 )     9,035,745  
Transaction Fees (See Note 1)     1,012       5,629  
Net increase (decrease) in net assets from capital share transactions     (6,424,113 )     9,041,374  
Total increase (decrease) in net assets   $ (13,723,184 )   $ 12,822,673  
                 
NET ASSETS                
Beginning of Year/Period     50,770,867       37,948,194  
End of Year/Period   $ 37,047,683     $ 50,770,867  

 

(a)

Summary of share transactions is as follows:

 

 
  Period Ended
March 31, 2019
    Year Ended
September 30, 2018
 
 
  Shares     Amount     Shares     Amount  
Shares Sold
        $       700,000     $ 25,292,665  
Transaction Fees (See Note 1)
          1,012             5,629  
Shares Redeemed
    (200,000 )     (6,425,125 )     (450,000 )     (16,256,920 )
Net Transactions in Fund Shares
    (200,000 )   $ (6,424,113 )     250,000     $ 9,041,374  
Beginning Shares
    1,300,000               1,050,000          
Ending Shares
    1,100,000               1,300,000          

 

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

40

ETFMG Video Game Tech ETF

 

STATEMENTS OF CHANGES IN NET ASSETS

 

    Period Ended
March 31, 2019
(Unaudited)
    Year Ended
September 30, 2018
 
OPERATIONS            
Net investment income   $ 298,993
  1,420,708  
Net realized gain (loss) on investments and In-Kind Redemptions     (9,479,971 )     6,650,718  
Net change in unrealized appreciation (depreciation) of investments     (1,316,590 )     (8,639,103 )
Net decrease in net assets resulting from operations     (10,497,568 )     (567,677 )
                 
DISTRIBUTIONS TO SHAREHOLDERS                
Total distributions from distributable earnings     (347,317 )     (1,401,544 )
                 
CAPITAL SHARE TRANSACTIONS                
Net increase (decrease) in net assets derived from net change in outstanding shares (a)     (22,094,005 )     92,609,390  
Transaction Fees (See Note 1)     15,910       35,374  
Net increase (decrease) in net assets from capital share transactions     (22,078,095 )     92,644,764  
Net increase (decrease) in net assets   $ (32,922,980 )   $ 90,675,543  
                 
NET ASSETS                
Beginning of Year/Period     130,609,219       39,933,676  
End of Year/Period   $ 97,686,239     $ 130,609,219  

 

(a) Summary of share transactions is as follows:

  

    Period Ended
March 31, 2019
(Unaudited)
    Year Ended
September 30, 2018
 
    Shares     Amount     Shares     Amount  
Shares Sold     150,000     $ 5,770,815       2,550,000     $ 127,750,900  
Transaction Fees (See Note 1)           15,910             35,374  
Shares Redeemed     (700,000 )     (27,864,820 )     (700,000 )     (35,141,510 )
Net Transactions in Fund Shares     (550,000 )   $ (22,078,095 )     1,850,000     $ 92,644,764  
Beginning Shares     2,750,000               900,000          
Ending Shares     2,200,000               2,750,000          

 

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

41

ETFMG Prime Junior Silver ETF

 

FINANCIAL HIGHLIGHTS

For a capital share outstanding throughout the year/period

 

   
Period
Ended
March 31,
2019
(Unaudited)
   
Year Ended
September 30,
2018
    Year Ended
September 30,
2017
    Year Ended
September 30,
2016
    Year Ended
September 30,
2015
    Year Ended
September 30,
2014
 
Net Asset Value, Beginning of Year/Period   $ 8.70     $ 11.84     $ 15.57     $ 5.28     $ 10.00     $ 11.71  
Income (Loss) from Investment Operations:                                                
Net investment loss 1     (0.02 )     (0.03 )     (0.06 )     (0.06 )     (0.03 )     (0.06 )
Net realized and unrealized gain (loss) on investments     0.20       (3.11 )     (3.61 )     10.47       (4.69 )     (1.64 )
Total from investment operations
    0.18       (3.14 )     (3.67 )     10.41       (4.72 )     (1.70 )
Less Distributions:                                                
Distributions from net investment income                 (0.06 )     (0.12 )           (0.01 )
Total distributions
                (0.06 )     (0.12 )           (0.01 )
Net asset value, end of year/period   $ 8.88     $ 8.70     $ 11.84     $ 15.57     $ 5.28     $ 10.00  
Total Return     3.77 %2     -26.50 %     -23.53 %     201.99 %     -47.20 %     -14.52 %
Ratios/Supplemental Data:                                                
Net assets at end of year/period (000’s)   $ 51,076     $ 45,265     $ 58,033     $ 77,065     $ 3,432     $ 6,997  
Expenses to Average Net Assets before legal expense     0.69 %3     0.69 %     0.69 %     0.69 %     0.69 %     0.69 %
Gross Expenses to Average Net Assets     0.69 %3     0.69 %     0.72 %4     0.69 %     0.69 %     0.69 %
Net Investment Loss to Average Net Assets 3     -0.45 %3     -0.32 %     -0.48 %     -0.45 %     -0.39 %     -0.52 %
Portfolio Turnover Rate     8 %2     36 %     69 %     33 %     55 %     44 %

  


1 Calculated based on average shares outstanding during the year/period.

2 Not annualized.

3 Annualized.

4 The ratio of expenses to average net assets includes legal expense. See note 11 in the Notes to the Financial Statements.

 

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

42

ETFMG Prime Cyber Security ETF

 

FINANCIAL HIGHLIGHTS

For a capital share outstanding throughout the year/period

 

    Period Ended
March 31, 2019
(Unaudited)
    Year Ended
September 30, 2018
    Year Ended
September 30, 2017
    Year Ended
September 30, 2016
    Period Ended
September 30, 2015
1
 
Net Asset Value, Beginning of Year/Period   $ 40.08     $ 30.11     $ 27.91     $ 25.28     $ 25.00  
Income (Loss) from Investment Operations:                                        
Net investment income (loss) 2     0.02       0.03       (0.01 )     0.30       (0.05 )
Net realized and unrealized gain (loss) on investments     (0.13 )     9.94       2.34       2.52       0.33  
Total from investment operations     (0.11 )     9.97       2.33       2.82       0.28  
Less Distributions:                                        
Distributions from net investment income           (0.00 )3     (0.13 )     (0.19 )      
Total distributions           (0.00 )3     (0.13 )     (0.19 )      
Net asset value, end of year/period   $ 39.97     $ 40.08     $ 30.11     $ 27.91     $ 25.28  
Total Return     -0.19 %4     33.16 %     8.42 %     11.23 %     1.11 %4
                                         
Ratios/Supplemental Data:                                        
Net assets at end of year/period (000’s)   $ 1,606,797     $ 1,835,861     $ 1,097,360     $ 803,794     $ 1,059,125  
                                         
Expenses to Average Net Assets before legal expense     0.60 %5     0.60 %     0.68 %     0.75 %     0.75 %5
Gross Expenses to Average Net Assets     0.60 %5     0.60 %     0.72 %6     0.75 %     0.75 %5
Net Investment Income (Loss) to Average Net Assets     0.12 %5     0.07 %     -0.03 %     1.21 %     -0.19 %5
Portfolio Turnover Rate     14 %4     41 %     53 %     34 %     31 %4

 


1 Commencement of operations on November 11, 2014.

2 Calculated based on average shares outstanding during the year/period.

3 Per share amount is less than $0.01.

4 Not annualized.

5 Annualized.

6 The ratio of expenses to average net assets includes legal expense. See note 11 in the Notes to the Financial Statements.

 

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

43

ETFMG Prime Mobile Payments ETF

 

FINANCIAL HIGHLIGHTS

For a capital share outstanding throughout the year/period

 

    Period Ended
March 31, 2019
(Unaudited)
    Year Ended
September 30, 2018
    Year Ended
September 30, 2017
    Year Ended
September 30, 2016
    Period Ended
September 30, 2015
1
 
                               
Net Asset Value, Beginning of  Year/Period   $ 42.86     $ 32.57     $ 24.96     $ 23.53     $ 25.00  
Income (Loss) from Investment Operations:                                        
Net investment income (loss) 2     0.02       0.07       0.03       0.15       (0.01 )
Net realized and unrealized gain (loss) on investments     0.03       10.22       7.60       1.39       (1.46 )
Total from investment operations     0.05       10.29       7.63       1.54       (1.47 )
Less Distributions:                                        
Distributions from net investment income     (0.01 )     (0.01 )     (0.02 )     (0.11 )      
Total distributions     (0.01 )     (0.01 )     (0.02 )     (0.11 )      
Capital Share Transactions:                                        
Transaction fees added to paid-in capital           0.01                      
Net asset value, end of year/period   $ 42.90     $ 42.86     $ 32.57     $ 24.96     $ 23.53  
Total Return     0.80 %3     31.62 %     30.59 %     6.51 %     -5.86 %3
                                         
Ratios/Supplemental Data:                                        
Net assets at end of year/period (000’s)   $ 437,575     $ 522,874     $ 170,993     $ 8,734     $ 4,707  
                                         
Expenses to Average Net Assets before legal expense     0.75 %4     0.75 %     0.75 %     0.75 %     0.75 %4
Gross Expenses to Average Net Assets     0.75 %4     0.75 %     0.80 %5     0.75 %     0.75 %4
Net Investment Income (Loss) to Average Net Assets     0.09 %4     0.16 %     0.12 %     0.63 %     -0.23 %4
Portfolio Turnover Rate     11 %3     16 %     31 %     32 %     8 %3

 


1 Commencement of operations on July 15, 2015.

2 Calculated based on average shares outstanding during the year/period.

3 Not annualized.

4 Annualized.

5 The ratio of expenses to average net assets includes legal expense. See note 11 in the Notes to the Financial Statements.

 

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

44

ETFMG Drone Economy Strategy ETF

 

FINANCIAL HIGHLIGHTS

For a capital share outstanding throughout the year/period

 

    Period Ended
March 31, 2019
(Unaudited)
    Year Ended
September 30, 2018
    Year Ended
September 30, 2017
    Period Ended
September 30, 20161
 
Net Asset Value, Beginning of Year/Period   $ 39.05     $ 36.14     $ 26.75     $ 25.00  
Income (Loss) from Investment Operations:                                
Net investment income 2     0.07       0.15       0.27       0.11  
Net realized and unrealized gain (loss) on investments     (5.12 )     3.08       9.26       1.68  
Total from investment operations     (5.05 )     3.23       9.53       1.79  
Less Distributions:                                
Distributions from net investment income     (0.05 )     (0.13 )     (0.04 )     (0.04 )
Net realized gains           (0.19 )     (0.10 )      
Total distributions     (0.05 )     (0.32 )     (0.14 )     (0.04 )
Net asset value, end of year/period   $ 33.95     $ 39.05     $ 36.14     $ 26.75  
Total Return     -13.62 %3     9.03 %     36.39 %     7.15 %3
                                 
Ratios/Supplemental Data:                                
Net assets at end of year/period (000’s)   $ 37,048     $ 50,771     $ 37,948     $ 6,686  
                                 
Expenses to Average Net Assets before legal expense     0.75 %4     0.75 %     0.75 %     0.75 %4
Gross Expenses to Average Net Assets     0.75 %4     0.75 %     0.79 %5     0.75 %4
Net Investment Income to Average Net Assets     0.42 %4     0.42 %     0.87 %     0.68 %4
Portfolio Turnover Rate     9 %3     42 %     21 %     13 %3

 


1 Commencement of operations on March 8, 2016.

2 Calculated based on average shares outstanding during the year/period.

3 Not annualized.

4 Annualized.

5 The ratio of expenses to average net assets includes legal expense. See note 11 in the Notes to the Financial Statements.

 

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

45

ETFMG Video Game Tech ETF

 

FINANCIAL HIGHLIGHTS

For a capital share outstanding throughout the year/period

 

    Period Ended
March 31, 2019
(Unaudited)
    Year Ended
September 30, 2018
    Year Ended
September 30, 2017
    Period Ended
September 30, 2016
1
 
Net Asset Value, Beginning of Year/Period   $ 47.49     $ 44.37     $ 32.90     $ 25.00  
Income (Loss) from Investment Operations:                                
Net investment income 2     0.13       0.74       0.33       0.08  
Net realized and unrealized gain (loss) on investments     (3.08 )     2.98       11.71       7.82  
Total from investment operations     (2.95 )     3.72       12.04       7.90  
Less Distributions:                                
Distributions from net investment income     (0.15 )     (0.59 )     (0.18 )      
Net realized gains           (0.03 )     (0.39 )      
Total distributions     (0.15 )     (0.62 )     (0.57 )      
Capital Share Transactions:                                
Transaction fees added to paid-in capital     0.01       0.02              
Net asset value, end of year/period   $ 44.40     $ 47.49     $ 44.37     $ 32.90  
Total Return     -6.16 %3     8.38 %     37.67 %     31.62 %3
                                 
Ratios/Supplemental Data:                                
Net assets at end of year/period (000’s)   $ 97,686     $ 130,609     $ 39,934     $ 6,581  
                                 
Expenses to Average Net Assets before legal expense     0.75 %4     0.75 %     0.75 %     0.74 %4
Gross Expenses to Average Net Assets     0.75 %4     0.75 %     0.82 %5     0.74 %4
Net Investment Income to Average Net Assets     0.62 %4     1.48 %     0.86 %     0.44 %4
Portfolio Turnover Rate     16 %3     42 %     49 %     10 %3

 


1 Commencement of operations on March 8, 2016.

2 Calculated based on average shares outstanding during the year/period.

3 Not annualized.

4 Annualized.

5 The ratio of expenses to average net assets includes legal expense. See note 11 in the Notes to the Financial Statements.

 

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

46

 

ETFMG™ ETFs

 

NOTES TO FINANCIAL STATEMENTS
March 31, 2019 (Unaudited)

 

NOTE 1 – ORGANIZATION

 

ETFMG Prime Junior Silver ETF (“SILJ”), ETFMG Prime Cyber Security ETF (“HACK”), ETFMG Prime Mobile Payments ETF (“IPAY”), ETFMG Drone Economy Strategy ETF (“IFLY”), and ETFMG Video Game Tech ETF (“GAMR”) (each a “Fund”, or collectively the “Funds”) are series of ETF Managers Trust (the “Trust”), an open-end management investment company consisting of multiple investment series, organized as a Delaware statutory trust on July 1, 2009. The Trust is registered with the SEC under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company and the offering of the Funds’ shares (“Shares”) is registered under the Securities Act of 1933, as amended (the “Securities Act”).

 

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

 

Fund Ticker Strategy
Commencement
Date
Strategy
SILJ 8/1/2017 Seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of the Prime Junior Silver Miners & Explorers Index (“Prime Silver Index”).
HACK 8/1/2017 Seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield of the Prime Cyber Defense Index (“Prime Cyber Index”).
IPAY 8/1/2017 Seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of the Prime Mobile Payments Index (“Prime Mobile Index”).
IFLY 3/8/2016 Seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of the Reality Shares Drone™ Index.
GAMR 3/8/2016 Seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of the EEFund Video Game Tech Index.

 

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

 

Shares of the Funds are listed and traded on the NYSE Arca, Inc. Market prices for the Shares may be different from their net asset value (“NAV”). Each Fund issues and redeems Shares on a continuous basis at NAV only in blocks of 50,000 shares, called “Creation Units.” Creation Units are issued and redeemed principally in-kind for securities included in a specified Index. Once created, Shares generally trade in the secondary market at market prices that change throughout the day in quantities less than a Creation Unit. Except when aggregated in Creation Units, Shares are not redeemable securities of a Fund. Shares of a Fund may only be purchased or redeemed by certain financial institutions (“Authorized Participants”). An Authorized Participant is either (i) a broker-dealer or other participant in the clearing process through the Continuous Net Settlement System of the National Securities Clearing Corporation or (ii) a DTC participant and, in each case, must have executed a Participant Agreement with the Distributor. Most retail investors do not qualify as Authorized Participants nor have the resources to buy and sell whole Creation Units. Therefore, they are unable to purchase or redeem the Shares directly from a Fund. Rather, most retail investors may purchase Shares in the secondary market with the assistance of a broker and may be subject to customary brokerage commissions or fees.

47

ETFMG™ ETFs

 

NOTES TO FINANCIAL STATEMENTS
March 31, 2019 (Unaudited) (Continued)

 

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

 

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

 

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

 

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

 

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

 

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

 


Securities for which quotations are not readily available are valued at their respective fair values as determined in good faith by the Board of Trustees (the “Board”). When a security is “fair valued,” consideration is given to the facts and circumstances relevant to the particular situation, including a review of various factors set forth in the pricing procedures adopted by the Funds’ Board. The use of fair value pricing by a Fund may cause the net asset value of its shares to differ significantly from the net asset value that would be calculated without regard to such considerations. As of March 31, 2019, the Funds did not hold any fair valued securities.

 


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.

 

48

ETFMG™ ETFs

NOTES TO FINANCIAL STATEMENTS
March 31, 2019 (Unaudited) (Continued)

 


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.

 


The following is a summary of the inputs used to value the Funds’ net assets as of March 31, 2019:

 

SILJ                  
Assets^   Level 1   Level 2   Level 3   Total  
Common Stocks(1)   $ 47,948,024   $ 2,412,173
$   $ 50,360,197  
Rights         330,856         330,856  
Short Term Investments     313,558             313,558  
Total Investments in Securities   $ 48,261,582   $ 2,743,029
$   $ 51,004,611  

 

HACK                  
Assets^   Level 1   Level 2   Level 3   Total  
Common Stocks   $ 1,590,168,840   $   $   $ 1,590,168,840  
Short Term Investments     14,070,616             14,070,616  
Investments Purchased with Securities Lending Collateral*                 293,829,120  
Total Investments in Securities   $ 1,604,239,456   $   $   $ 1,898,068,576  

 

IPAY                  
Assets^   Level 1   Level 2   Level 3   Total  
Common Stocks   $ 434,767,710   $   $   $ 434,767,710  
Short Term Investments     2,881,715             2,881,715  
Investments Purchased with Securities Lending Collateral*                 114,409,459  
Total Investments in Securities   $ 437,649,425   $   $   $ 552,058,884  

 

49

ETFMG™ ETFs

 

NOTES TO FINANCIAL STATEMENTS
March 31, 2019 (Unaudited) (Continued)

 

IFLY                  
Assets^   Level 1   Level 2   Level 3   Total  
Common Stocks   $ 36,885,940   $   $   $ 36,885,940  
Short Term Investments     113,093             113,093  
Investments Purchased with Securities Lending Collateral*                 6,941,759  
Total Investments in Securities   $ 36,999,033   $   $   $ 43,940,792  

 

GAMR                          
Assets^   Level 1   Level 2   Level 3   Total  
Common Stocks   $ 97,244,646   $   $   $ 97,244,646  
Short Term Investments     168,721             168,721  
Investments Purchased with Securities Lending Collateral*                 13,170,799  
Total Investments in Securities   $ 97,413,367   $   $   $ 110,584,166  

 

^ For further information regarding security characteristics, see the Schedule of Investments.
(1) Includes a security valued at $0.
* 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 Schedules of Investments.

 

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

 


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

 


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

 


Each Fund recognizes the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities. Each Fund has analyzed its tax position and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions expected to be taken in the Funds’ 2018 tax returns. The Funds identify their major tax jurisdictions as U.S. Federal, the State of New Jersey, and the State of Delaware; however the Funds are not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months.

 

50

ETFMG™ ETFs

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2019 (Unaudited) (Continued)

 



As of March 31, 2019, management has reviewed the tax positions for open periods (for Federal purposes, three years from the date of filing and for state purposes, four years from the date of filing), as applicable to the Funds, and has determined that no provision for income tax is required in the Funds’ financial statements.

 


C. Security Transactions and Investment Income. Investment securities transactions are accounted for on the trade date. Gains and losses realized on sales of securities are determined on a specific identification basis. Discounts/premiums on debt securities purchased are accreted/amortized over the life of the respective securities using the effective interest method. Dividend income is recorded on the ex-dividend date. Interest income is recorded on an accrual basis. Income, including gains, from investments in foreign securities received by the Funds may be subject to income, withholding or other taxes imposed by foreign countries.

 


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

 


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

 


F. Use of Estimates. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 


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

 


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

 

51

ETFMG™ ETFs

 

NOTES TO FINANCIAL STATEMENTS
March 31, 2019 (Unaudited) (Continued)

 

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

 

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

 

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

 

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

 

NOTE 4 – COMMITMENTS AND OTHER RELATED PARTY TRANSACTIONS

 

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

 

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

 

52

ETFMG™ ETFs

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2019 (Unaudited) (Continued)

 

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

 

The Advisor has an agreement with, and is dependent on, a third party to pay the Funds’ expenses in excess of the annual expense rates of each Funds’ average daily net assets. Additionally, under the Investment Advisory Agreement, the Advisor has agreed to pay all expenses of the Funds, except for: the fee paid to the Advisor pursuant to the Investment Advisory Agreement, interest charges on any borrowings, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, extraordinary expenses, and distribution (12b-1) fees and expenses (collectively, “Excluded Expenses”). The Sponsor provides marketing support for the Funds, including distributing marketing materials related to the Funds. The Advisor has entered into an agreement with ETFMG Financial, LLC (“the Sponsor”). The Sponsor provides marketing support for the Funds, including distributing marketing materials related to the Funds. Level ETF Ventures, LLC serves as the index provider for SILJ, HACK, IPAY, and GAMR. Reality Shares, LLC serves as the index provider for IFLY.

 

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 March 31, 2019, the Funds did not incur any 12b-1 expenses.

 

NOTE 6 - PURCHASES AND SALES OF SECURITIES

 

The costs of purchases and sales of securities, excluding short-term securities and in-kind transactions, during the period ended March 31, 2019:

 

    Purchases   Sales  
SILJ   $ 3,479,185   $ 4,360,952  
HACK     270,891,767     220,290,322  
IPAY     45,646,573     52,185,693  
IFLY     3,805,822     4,045,913  
GAMR     16,134,340     19,872,404  

 

53

ETFMG™ ETFs

 

NOTES TO FINANCIAL STATEMENTS
March 31, 2019 (Unaudited) (Continued)

 

The costs of purchases and sales of in-kind transactions associated with creations and redemptions during the period ended March 31, 2019:

 

    Purchases
In-Kind
  Sales
In-Kind
 
               
SILJ   $ 5,987,400   $ 1,167,177  
HACK     211,997,528     409,755,889  
IPAY     73,654,635     136,978,911  
IFLY         6,220,243  
GAMR     4,570,006     22,769,810  

 

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 March 31, 2019.

 

NOTE 7 — SECURITIES LENDING

 

The Funds, except for SILJ, may lend up to 33 1/3% of the value of the securities in their portfolios to brokers, dealers and financial institutions (but not individuals) under terms of participation in a securities lending program administered by U.S. Bank N.A. (“the Custodian”). The securities lending agreement requires that loans are collateralized at all times in an amount equal to at least 102% of the value of any loaned securities at the time of the loan, plus accrued interest. The Funds receive compensation in the form of fees and earn interest on the cash collateral. The amount of fees depends on a number of factors including the type of security and length of the loan. The Funds continue to receive interest payments or dividends on the securities loaned during the borrowing period. Gain or loss on the fair value of securities loaned that may occur during the term of the loan will be for the account of the Funds. The Funds have the right under the terms of the securities lending agreement to recall the securities from the borrower on demand. During the period ended March 31, 2019, Funds had loaned securities and received cash collateral for the loans. The cash collateral is invested by the Custodian in accordance with approved investment guidelines. Those guidelines require the cash collateral to be invested in readily marketable, high quality, short-term obligations; however, such investments are subject to risk of payment delays or default on the part of the issuer or counterparty or otherwise may not generate sufficient interest to support the costs associated with securities lending. The Funds could also experience delays in recovering their securities and possible loss of income or value if the borrower fails to return the borrowed securities, although the Fund is indemnified from this risk by contract with the securities lending agent.

54

ETFMG™ ETFs

 

NOTES TO FINANCIAL STATEMENTS
March 31, 2019 (Unaudited) (Continued)

 

As of the period ended March 31, 2019, the value of the securities on loan and payable for collateral due to broker were as follows:

 

Value of Securities on Loan and Collateral Received

 

Fund   Values of
Securities on
Loan
  Fund
Collateral
Received*
 
HACK   $ 290,449,266   $ 293,829,120  
IPAY     112,350,388     114,409,459  
IFLY     6,701,460     6,941,759  
GAMR     12,561,242     13,170,799  

 

* The cash collateral received was invested in the Mount Vernon Liquid Assets Portfolio 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, 2018 were as follows:

 

    Cost   Gross
Unrealized
Appreciation
  Gross
Unrealized
Depreciation
  Net
Unrealized
Appreciation
(Depreciation)
 
SILJ   $ 66,928,849   $ 540,845   $ (22,106,575 ) $ (21,565,730 )
HACK     1,866,926,814     307,310,359     (79,737,616 )   227,572,743  
IPAY     511,658,553     94,899,463     (19,465,723 )   75,433,740  
IFLY     51,348,181     10,588,189     (6,171,270 )   4,416,919  
GAMR     156,268,962     13,586,427     (22,748,527 )   (9,162,100 )

 

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, 2018, 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
(Loss)
 
SILJ   $ 713,794   $   $ 713,794   $ (23,630,715 ) $ (44,482,651 )
HACK          —         (191,500,869 )   36,071,874  
IPAY     1,559,775     726,555     2,286,330         77,720,070  
IFLY     15,364         15,364     (284,222 )   4,148,061  
GAMR     281,317         281,317     (612,706 )   (9,493,489 )

 

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.

55

ETFMG™ ETFs

 

NOTES TO FINANCIAL STATEMENTS
March 31, 2019 (Unaudited) (Continued)

 

As of September 30, 2018, the Funds had accumulated capital loss carryovers of:

 

    Capital Loss
Carryforward
ST
  Capital Loss
Carryforward
LT
  Expires  
SILJ   $ 13,246,133   $ 10,384,582   Indefinite  
HACK     107,836,484     83,656,390   Indefinite  
IPAY           Indefinite  
IFLY     261,490     22,732   Indefinite  
GAMR     612,706       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, 2018.

 

    Late
Year
Ordinary
Loss
  Post-
October
Capital
Loss
 
SILJ   $   $  
HACK     7,995      
IPAY          
IFLY          
GAMR          

 

U.S. GAAP requires that certain components of net assets relating to permanent differences be reclassified between financial and tax reporting. These reclassifications have no effect on net assets or net asset value per share. For the fiscal year ended September 30, 2018, the following table shows the reclassifications made:

 

    Undistributed
Accumulated
Net Investment
Income/(Loss)
  Accumulated
Net Realized
(Loss)
  Paid-In
Capital
 
SILJ   $ 721,191   $ (115,711 ) $ (605,480 )
HACK     83,497     (189,120,329 )   189,036,832  
IPAY     (34,499 )   (28,546,941 )   28,581,440  
IFLY     (22,836 )   (5,193,188 )   5,216,024  
GAMR     18,692     (10,537,949 )   10,519,257  

 

56

ETFMG™ ETFs

 

NOTES TO FINANCIAL STATEMENTS
March 31, 2019 (Unaudited) (Continued)

 

The components of the distributions to shareholders during the year ended September 30, 2018, and the year ended September 30, 2017 were as follows:

 

    Year Ended
September 30, 2018
  Year Ended
September 30, 2017
 
    From
Ordinary
Income
  From
Capital
Gains
  From
Ordinary
Income
  From
Capital
Gains
 
SILJ   $   $   $ 258,169   $  
HACK     125,955         3,740,625      
IPAY     61,070         31,641      
IFLY     401,757     2,383     129,906      
GAMR     1,401,544         211,320      

 

NOTE 9 – INVESTMENTS IN AFFILIATES

 

ETFMG Prime Cyber Security ETF

 

ETFMG Prime Cyber Security ETF owned 5% or more of the voting securities of the following companies during the period ended March 31, 2019. Both Secure Works Corp and Carbonite, Inc. are deemed to be affiliates of the Fund as defined by the 1940 Act. Transactions during the period in these securities were as follows:

 

Security Name   Value
September 30,
2018
  Purchases   Sales   Realized
Gain
(Loss)(1)
  Net Change in
Unrealized
Appreciation (Depreciation)
  Dividend
Income
  Value
March 31,
2019
  Ending
Shares
 
SecureWorks Corp *   $ 13,790,470   $ 2,220,611   $ (6,959,189 ) $ 2,417,483   $ 563,224   $   $ 12,032,698     653,951  
Carbonite, Inc *     56,116,701     22,694,902     (9,936,667 )   (1,541,292 )   (15,064,350 )       54,269,295     2,187,396  
    $ 69,907,171   $ 24,915,513   $ (16,895,856 ) $ 876,191   $ (14,501,126 ) $   $ 66,301,993     2,841,347  

 

ETFMG Prime Mobile Payments ETF

 

ETFMG Prime Mobile Payments ETF owned 5% or more of the voting securities of the following company during the period ended March 31, 2019. After ETFMG Prime Mobile Payments ETF sold all of their holdings in Dai-ichi Life Holdings, Inc, the security is no longer deemed to be an affiliate of the Fund as defined by the 1940 Act. Transactions during the period in this security were as follows:

 

Security Name   Value
September 30,
2018
  Purchases   Sales   Realized
Gain
(Loss)(1)
  Net Change in
Unrealized
Appreciation (Depreciation)
  Dividend
Income
  Value
March 31,
2019
  Ending
Shares
 
Dai-ichi Life Holdings, Inc.   $ 19,062,782   $ 3,452,415   $ (17,014,859 ) $ (4,604,251 ) $ (896,086 ) $   $      

 

* Affiliate as of March 31, 2019.

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

57

ETFMG™ ETFs

 

NOTES TO FINANCIAL STATEMENTS
March 31, 2019 (Unaudited) (Continued)

 

NOTE 10 – NEW ACCOUNTING PRONOUNCEMENTS

 

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

 

In March 2017, the FASB issued ASU No. 2017-08, Receivables – Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities (“ASU 2017-08”). The amendments in the ASU 2017-08 shorten the amortization period for certain callable debt securities, held at a premium, to be amortized to the earliest call date. The ASU 2017-08 does not require an accounting change for securities held at a discount; which continues to be amortized to maturity. The ASU 2017-08 is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2018. Management is currently evaluating the impact, if any, of applying this provision.

 

NOTE 11 – LEGAL MATTERS

 

The Trust, the trustees of the Trust, the Adviser and certain officers of the Adviser are defendants in an action filed May 2, 2017 in the Superior Court of New Jersey captioned PureShares, LLC d/b/a PureFunds et al. v. ETF Managers Group, LLC et al., Docket No. C-63-17. The PureShares action alleges claims based on disputes arising out of contractual relationships with the Adviser. The action seeks damages in unspecified amounts and injunctive relief based on breach of contract, wrongful termination, and several other theories. At the outset of the litigation, and again a few weeks later, plaintiffs sought temporary injunctive relief. Both motions were denied, and the matter is now proceeding through pretrial discovery. The defendants believe the lawsuit is without merit and intend to vigorously defend themselves against the allegations.

 

The Adviser and its parent, Exchange Traded Managers Group, LLC are defendants in a case filed on October 26, 2017 in the United States District Court for the Southern District of New York by NASDAQ, Inc. captioned Nasdaq, Inc. v. Exchange Traded Managers Group, LLC et al., Case 1:17-cv-08252. This action arises out of related facts and circumstances in the New Jersey litigation and asserts claims for breach of contract, wrongful termination and certain other theories with respect to the same exchange traded Fund discussed above. The defendants in the Southern District actions believe the lawsuit is without merit and asserted counterclaims against NASDAQ for breaches of its duties under the related index license agreement and various other agreements. A bench trial on this matter began on May 13, 2019 and is ongoing as of the date of the mailing of the Fund’s semi-annual reports. 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 12 – SUBSEQUENT EVENTS

 

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

 

58

ETFMG™ ETFs

 

APPROVAL OF ADVISORY AGREEMENTS AND BOARD CONSIDERATIONS

For the Period Ended March 31, 2019 (Unaudited)

 

Pursuant to Section 15(c) of the Investment Company Act of 1940 (the “1940 Act”), at a meeting held on March 22, 2019, the Board of Trustees (the “Board”) of ETF Managers Trust (the “Trust”) considered the renewal of the Investment Advisory Agreement (the “Advisory Agreement”) between ETF Managers Group LLC (the “Adviser”) and the Trust, on behalf of each of ETFMG Prime Junior Silver ETF (“SILJ”), ETFMG Prime Cyber Security ETF (“HACK”), ETFMG Prime Mobile Payments ETF (“IPAY”), ETFMG Drone Economy Strategy ETF (“IFLY”) and ETFMG Video Game Tech ETF (“GAMR”) (each a “Fund” and collectively, the “Funds”).

 

Pursuant to Section 15(c) of the 1940 Act, the Board must annually review and approve the Advisory Agreement after its initial two-year term: (i) by the vote of the Trustees or by a vote of the shareholders of the Fund; and (ii) by the vote of a majority of the Trustees who are not parties to the Advisory 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. Each year, the Board calls and holds a meeting to decide whether to renew the Advisory Agreement for an additional one-year term. 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 provided to the Funds’ shareholders by the Adviser; (ii) the investment performance of the Funds; (iii) the Adviser’s costs and profits realized in providing services to the Funds, including any fall-out benefits enjoyed by the Adviser; (iv) comparative fee and expense data for the Funds in relation to other similar investment companies; (v) the extent to which economies of scale would be realized as the Funds grow and whether the advisory fees for the Funds reflect these economies of scale for the benefit of the Funds; and (vi) other financial benefits to the Adviser and its affiliates resulting from services rendered to the Funds. The Board’s review included written and oral information furnished to the Board prior to and at the meeting held on March 22, 2019, and throughout the year. Among other things, the Adviser provided responses to a detailed series of questions, which included information about the Adviser’s operations, service offerings, personnel, compliance program and financial condition. The Board then discussed the written and oral information that it received before the meeting and throughout the year, and the Adviser’s oral presentations and any other information that the Board received at the meeting, and deliberated on the renewal of the Advisory 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 renewal of the Advisory Agreement, and the weight to be given to each such factor. The conclusions reached with respect to the Advisory 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 each 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 by the Adviser

The Trustees considered the scope of services provided under the Advisory Agreement, noting that the Adviser provides investment management services to the Funds. The Board discussed the responsibilities of the Adviser, including: responsibility for the general management of the day-to-day investment and reinvestment of the assets of the Funds; determining the daily baskets of deposit securities and cash components; executing portfolio security trades for purchases and redemptions of Fund shares conducted on a cash-in-lieu basis; responsibility for daily monitoring of tracking error and quarterly reporting to the Board; and implementation of Board directives as they relate to the Funds. 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 and the quality of the Adviser’s compliance infrastructure. The Board also considered the Adviser’s experience managing exchange-traded funds (“ETFs”).

59

ETFMG™ ETFs

 

APPROVAL OF ADVISORY AGREEMENTS AND BOARD CONSIDERATIONS

For the Period Ended March 31, 2019 (Unaudited) (Continued)

 

The Board also considered other services provided to the Funds, such as overseeing the Funds’ service providers, monitoring adherence to the Funds’ investment restrictions, and monitoring compliance with various policies and procedures and with applicable securities laws.

 

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 provided to the Funds by the Adviser.

 

Historical Performance

The Board then considered the past performance of the Funds. The Board reviewed information regarding the performance history of the Funds over various time periods ending January 31, 2019, including the year-to-date period, the most recent one-, three- and five-year periods, as applicable, and the period since each Fund’s inception. The Board noted management’s explanation that analysis of investment performance, in absolute terms, is less relevant for the Funds than it is for actively managed funds, given the Funds’ index-based investment objectives. The Board also noted management’s further explanation that it is more relevant to review the performance of the Funds by focusing on the extent to which each Fund tracked its underlying index. The Board reviewed information regarding each Fund’s index tracking, discussing, as applicable, factors which contributed to each Fund’s tracking error over certain periods of time. The Board noted that the Funds had underperformed their underlying indexes over certain periods, but that such underperformance was, at least in part, a result of costs incurred by the Funds not incurred by their underlying indexes. The Board considered other factors that contributed to the Funds’ tracking error, including cash drag and the effect of trading stocks denominated in foreign currencies, as well as the tracking error that resulted from the rebalances of the Funds’ underlying indexes. The Board noted management’s representation that the Funds’ performance was in an acceptable range relative to their underlying indexes. The Board concluded that, after taking these factors into account, each of the Funds satisfactorily tracked its underlying index. The Board further noted that it had received and would continue to receive regular reports regarding each Fund’s performance, including with respect to its tracking error, at its quarterly meetings.

 

Cost of Services Provided and Economies of Scale

The Board reviewed the advisory fees for the Funds and compared them to the total operating expenses of comparable ETFs, as determined by an independent third party. Among other information, the Board noted that the advisory fee for each of the Funds was higher than the average and median expense ratios for its comparable ETFs. The Board took into consideration management’s discussion of the fees, including that the Funds have niche investment strategies and limited comparable ETFs.

 

The Board also noted the importance of the fact that the advisory fee for each Fund is a “unified fee,” meaning that the shareholders of the Funds pay no expenses other than the advisory fee and certain other costs such as interest, brokerage and extraordinary expenses and, to the extent it is implemented, fees pursuant to a Distribution and/or Shareholder Servicing (12b-1) Plan. The Board further noted that the Adviser was responsible for compensating the Trust’s other service providers and paying the Funds’ other expenses (except as noted above) out of its own fees and resources. The Board also evaluated the compensation and benefits received by the Adviser from its relationship with the Funds, taking into account the profitability analysis provided by the Adviser. The Board concluded that the advisory fee for each of the Funds was reasonable in light of the factors considered.

60

ETFMG™ ETFs

 

APPROVAL OF ADVISORY AGREEMENTS AND BOARD CONSIDERATIONS

For the Period Ended March 31, 2019 (Unaudited) (Continued)

 

In addition, the Board considered whether economies of scale may be realized for the Funds. The Board noted that the Adviser regularly considers whether fee reductions are appropriate as the Funds grow in size. The Board noted that a unitary fee provides a level of certainty in expenses for the Funds. The Trustees concluded that the flat advisory fee was reasonable.

 

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 Advisory Agreement are fair and reasonable; (b) concluded that the Adviser’s fees are reasonable in light of the services that the Adviser provides to the Funds; and (c) approved the renewal of the Advisory Agreement for another year.

61

ETFMG™ ETFs

 

EXPENSE EXAMPLES

For the Six Months Ended March 31, 2019 (Unaudited)

 

As a shareholder of SILJ, HACK, IPAY, IFLY, and GAMR (the “Funds”) you incur two types of costs: (1) transaction costs, including brokerage commissions on purchases and sales of Fund shares, and (2) ongoing costs, including management fees and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Funds and to compare these costs with the ongoing costs of investing in other funds. The examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period (October 1, 2018 to March 31, 2019) for the Funds.

 

Actual Expenses

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

 

Hypothetical Example for Comparison Purposes

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

 

Fund Name
  Beginning
Account
Value
October 1,
2018
  Ending Account
Value March 31,
2019
  Expenses Paid
During the
Period ^
  Annualized
Expense Ratio
During the
Period October
1, 2018 to March
31, 2019
 
SILJ
                 
Actual
  $ 1,000.00   $ 1,037.70   $ 3.51     0.69 %
Hypothetical (5% annual)
    1,000.00     1,021.49     3.48     0.69 %
HACK
                         
Actual
    1,000.00     998.10     2.99     0.60 %
Hypothetical (5% annual)
    1,000.00     1,021.94     3.02     0.60 %
IPAY
                         
Actual
    1,000.00     1,008.00     3.75     0.75 %
Hypothetical (5% annual)
    1,000.00     1,021.19     3.78     0.75 %
IFLY
                         
Actual
    1,000.00     863.80     3.49     0.75 %
Hypothetical (5% annual)
    1,000.00     1,021.19     3.78     0.75 %
GAMR
                         
Actual
    1,000.00     938.40     3.62     0.75 %
Hypothetical (5% annual)
    1,000.00     1,021.19     3.78     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 182/365 (to reflect the one-half year period for the Funds.

62

ETFMG™ ETFs

 

SUPPLEMENTARY INFORMATION

March 31, 2019 (Unaudited)

 

INFORMATION ABOUT PORTFOLIO HOLDINGS

 

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

 

INFORMATION ABOUT PROXY VOTING

 

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

 

Information regarding how the Funds voted proxies relating to portfolio securities during the period ending June 30 is available by calling toll-free at (877) 756-7873 or by accessing the SEC’s website at www.sec.gov.

 

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

 

63

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This Page Intentionally Left Blank.


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, WI 53212

 

Transfer Agent, Fund Accountant, and Fund Administrator
U.S. Bancorp Fund Services, LLC doing business as U.S. Bank Global Fund Services
615 East Michigan Street, Milwaukee, WI 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



 

 

(Graphic)

 

Semi-Annual Report
March 31, 2019

 

ETFMG Alternative Harvest ETF

 

Ticker: MJ

 

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

 

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

 

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

 


 

 (Graphic)

 

The fund is a series of ETF Managers Trust.

 

 


ETFMG Alternative Harvest ETF

 

TABLE OF CONTENTS
March 31, 2019 (Unaudited)


 
  Page
Shareholders’ Letter 3
   
Growth of $10,000 Investment 4
   
Top Ten Holdings 5
   
Important Disclosures and Key Risk Factors 6
   
Portfolio Allocations 7
   
Schedule of Investments 8
   
Statement of Assets and Liabilities 10
   
Statement of Operations 11
   
Statements of Changes in Net Assets 12
   
Financial Highlights 13
   
Notes to the Financial Statements 15
   
Approval of Advisory Agreement and Board Consideration 25
   
Expense Example 28
   
Supplementary Information 29

 


ETFMG Alternative Harvest ETF

 

Dear Shareholder,

 

On behalf of the entire team, we want to express our appreciation for the confidence you have placed in the ETFMG Alternative Harvest Exchange-Traded Fund (“MJ” or the “Fund”). The following information pertains to the fiscal period from October 1, 2018 to March 31, 2019.

 

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

 

Over the period, the total return for the Fund was - 6.85%, while the total return for the Index was - 8.46%. The best performers on the basis of contribution to return were Cronos, Organigram Holdings, and Schweitzer-Mauduit, while the worst performers were Tilray, Insys Therapeutics, and Aurora Cannabis.

 

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

 

Sincerely,

 

(Graphic)

 

Samuel Masucci III
Chairman of the Board

3

ETFMG Alternative Harvest ETF

Growth of $10,000 (Unaudited)

 

(Graphic)

 

The Fund’s performance figures* for the periods ended March 31, 2019, as compared to its benchmarks:

 

  Six Months One Year Annualized
Three Year
Annualized
Since Inception** -
March 31, 2019
ETFMG Alternative Harvest ETF - NAV (6.85)% 25.19% 17.65% 19.53%
ETFMG Alternative Harvest ETF - Market Price (7.40)% 25.94% 16.68% 18.26%
S&P 500 Index *** (1) (1.72)% 9.50% 13.51% 12.53%
Prime Alternative Harvest Index **** (1) (8.46)% 33.11% 20.53% 21.93%
         
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 March 31, 2019. Performance data current to the most recent month end may be obtained by visiting www.etfmj.com or by calling 1-844-383-6477.

 


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

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

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

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

 

(1)

The return reflects the actual performance through March 29, 2018 (the last day of the New York Stock Exchange was open) to maintain consistency with the Fund’s net asset value calculations used for shareholder transactions.

(2)

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

4

ETFMG Alternative Harvest ETF

 


Top Ten Holdings*

 

     
Security
  % of Total
Investments†
1     Aurora Cannabis, Inc     8.0 %
2     GW Pharmaceuticals PLC     7.3 %
3     Cronos Group, Inc.     5.8 %
4     Canopy Growth Corp.     5.5 %
5     Tilray, Inc.     5.1 %
6     Green Organic Dutchman Holdings Ltd.     4.2 %
7     HEXO CORP.     3.7 %
8     Aphria, Inc.     3.3 %
9     CannTrust Holdings, Inc.     3.1 %
10     Corbus Pharmaceuticals Holdings, Inc.     2.8 %
               
      Top Ten Holdings = 48.8% of Total Investments†
* 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 Semi-Annual report for a detailed listing of the Fund’s holdings.

5

ETFMG Alternative Harvest ETF

 



Important Disclosures and Key Risk Factors

 

Investing involves risk, including the possible loss of principal. Shares of any ETF are bought and sold at market price (not NAV), may trade at a discount or premium to NAV and are not individually redeemed from the Fund. Brokerage commissions will reduce returns. Narrowly focused investments typically exhibit higher volatility.

 

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

 

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

 

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

 

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

 

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

6

ETFMG Alternative Harvest ETF

 

PORTFOLIO ALLOCATIONS
As of March 31, 2019 (Unaudited)


 
    ETFMG
Alternative
Harvest ETF
 
As a percent of Net Assets:        
Canada     54.7 %
United States     26.2 %
United Kingdom     12.8 %
Sweden     2.1 %
Italy     2.0 %
Japan     1.8 %
Stock Warrant     0.1 %
Mexico     0.0 ^%
Short-Term and other Net Assets (Liabilities)     0.3 %
      100.0 %

 

^ Less than 0.05%.

7

ETFMG Alternative Harvest ETF

 

Schedule of Investments
March 31, 2019 (Unaudited)


 
    Shares     Value  
COMMON STOCKS - 99.6%                
Canada - 54.7%                
Investment Companies - 7.8%
               
Canopy Rivers, Inc. (a)     3,137,626     $ 8,828,132  
Cronos Group, Inc. (a) ^     4,704,384       86,701,797  
Total Investment Companies             95,529,929  
Pharmaceuticals - 46.9%
               
Aphria, Inc. (a) ^     5,251,532       48,944,278  
Aurora Cannabis, Inc. (a) ^     13,087,656       118,574,163  
Auxly Cannabis Group, Inc. (a)     16,929,523       10,894,893  
CannTrust Holdings, Inc. (a)     6,000,635       46,519,683  
Canopy Growth Corp. (a) ^     1,903,096       82,537,274  
Emerald Health Therapeutics, Inc. (a)     4,948,066       14,958,796  
Green Organic Dutchman Holdings Ltd. (a)     17,338,029       62,535,488  
HEXO Corp. (a)     8,231,167       54,572,637  
Newstrike Resources Ltd. (a)     11,027,666       4,456,123  
Organigram Holdings, Inc. (a)     6,014,477       40,506,075  
Supreme Cannabis Co., Inc. (a)     6,954,152       11,448,449  
Tilray, Inc. (a) ^     1,148,938       75,278,418  
Vivo Cannabis, Inc. (a)     5,967,775       4,376,413  
Total Pharmaceuticals             575,602,690  
Total Canada             671,132,619  
                 
Italy - 2.0%                
Machinery - 2.0%                
Gima TT SpA     3,109,858       24,851,961  
                 
Japan - 1.8%                
Tobacco - 1.8%                
Japan Tobacco, Inc.     886,333       21,952,396  
                 
Mexico - 0.00%                
Construction & Engineering - 0.00%                
Empresas ICA SAB de CV (a)(b)     155,893        
                 
Sweden - 2.1%                
Tobacco - 2.1%                
Swedish Match AB     505,893       25,790,603  
                 
United Kingdom - 12.8%                
Pharmaceuticals - 8.8%                
GW Pharmaceuticals PLC - ADR (a)     641,656       108,163,952  
Tobacco - 4.0%                
British American Tobacco PLC     637,595       26,524,123  
Imperial Brands PLC     684,049       23,382,719  
Total Tobacco             49,906,842  
Total United Kingdom             158,070,794  

 

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

8

ETFMG Alternative Harvest ETF

 

Schedule of Investments

March 31, 2019 (Unaudited) (Continued)


 
    Shares     Value  
United States - 26.2%                
Biotechnology - 10.1%                
Arena Pharmaceuticals, Inc. (a)     494,343     $ 22,161,397  
Cara Therapeutics, Inc. (a)     1,491,336       29,260,012  
Corbus Pharmaceuticals Holdings, Inc. (a)     6,112,993       42,485,301  
Insys Therapeutics, Inc. (a) ^     6,606,491       30,521,988  
Total Biotechnology             124,428,698  
Chemicals - 2.0%                
Scotts Miracle-Gro Co.     310,835       24,425,414  
Paper & Forest Products - 2.3%                
Schweitzer-Mauduit International, Inc.     725,069       28,074,672  
Tobacco - 11.8%                
22nd Century Group, Inc. (a) ^     9,982,769       17,070,535  
Altria Group, Inc.     460,069       26,421,763  
Philip Morris International, Inc.     296,499       26,207,547  
Turning Point Brands, Inc.     642,549       29,615,083  
Universal Corp.     389,116       22,424,755  
Vector Group Ltd.     2,097,121       22,627,936  
Total Tobacco             144,367,619  
Total United States             321,296,403  
TOTAL COMMON STOCKS (Cost $1,116,660,943)             1,223,094,776  
                 
COLLATERAL FOR SECURITIES LOANED - 21.6% +                
Stock Loan Cash Collateral - 21.6%                
Stock Loan Cash Collateral (Cost $264,861,677)             264,861,677  
                 
STOCK WARRANT - 0.1%                
Canada - 0.1%                
SpinCo Unit Warrant (a) (Cost $995,678)             831,169  
                 
Total Investments (Cost $1,382,518,298) - 121.3%           $ 1,488,787,622  
Liabilities in Excess of Other Assets - (21.3)%             (261,038,140 )
NET ASSETS - 100.0%           $ 1,227,749,482  

 

Percentages are stated as a percent of net assets.

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 hierarchy. This security represents $0 or 0.00% of the Fund’s net assets and is classified as a Level 3 security.

+ Investments purchased with cash proceeds from securities lending. Total cash collateral has a value of $264,861,677 as of March 31, 2019.

^ All or a portion of this security is out on loan as of March 31, 2019. Total value of securities out on loan is $264,861,677.

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.

9

ETFMG Alternative Harvest ETF

 

STATEMENT OF ASSETS AND LIABILITIES
As of March 31, 2019 (Unaudited)


 
    ETFMG
Alternative
Harvest ETF
 
ASSETS        
Investment securities:
       
At cost
  $ 1,382,518,298  
At value
  $ 1,488,787,622  
Cash
    5,984,486  
Foreign Cash (Cost $726,053)
    723,913  
Receivable for Fund shares sold
    1,799,319  
Securities lending income
    1,586,753  
Dividends and interest receivable
    1,180,881  
TOTAL ASSETS
    1,500,062,974  
         
LIABILITIES        
Collateral received for securities loaned (Note 7)
    264,861,677  
Payable for investments purchased
    6,750,263  
Management fees payable
    701,552  
TOTAL LIABILITIES
    272,313,492  
NET ASSETS   $ 1,227,749,482  
         
Net Assets Consist Of:        
Paid in capital
  $ 1,208,366,072  
Accumulated earnings
    19,383,410  
NET ASSETS   $ 1,227,749,482  
         
Net Asset Value Per Share:        
Net Assets
  $ 1,227,749,482  
Shares of beneficial interest outstanding ($0 par value, unlimited shares authorized)
    33,850,000  
Net asset value (Net Assets ÷ Shares Outstanding)
  $ 36.27  

 

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

10

ETFMG Alternative Harvest ETF

 

STATEMENT OF OPERATIONS

Six Months Ended March 31, 2019 (Unaudited)


 
    ETFMG
Alternative
Harvest
ETF
 
INVESTMENT INCOME        
Dividends (Foreign tax withholdings $168,417)
  $ 4,844,158  
Securities Iending Income
    11,136,976  
TOTAL INVESTMENT INCOME
    15,981,134  
         
EXPENSES        
Management fees
    3,038,633  
TOTAL EXPENSES
    3,038,633  
NET INVESTMENT INCOME     12,942,501  
         
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS        
Net realized gain/(loss) on:
       
In-kind redemptions
    66,259,078  
Investments
    (89,972,600 )
Foreign currency transactions
    (1,131,567 )
      (24,845,089 )
         
Net change in unrealized appreciation (depreciation) on:
       
Investments
    (19,045,747 )
Foreign currency translations
    759,558  
 
    (18,286,189 )
         
NET REALIZED AND UNREALIZED LOSS ON INVESTMENTS     (43,131,278 )
         
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS   $ (30,188,777 )

 

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

11

 

ETFMG Alternative Harvest ETF

 

STATEMENTS OF CHANGES IN NET ASSETS 

  

   

Six Months

Ended March

31, 2019

(Unaudited)

   

Year Ended

September

30, 2018

 
FROM OPERATIONS                
Net investment income   $ 12,942,501     $ 3,481,427  
Net realized loss on investments and foreign currency transactions     (24,845,089 )     (58,906,465 )
Net change in unrealized appreciation (deppreciation) on investments     (18,286,189 )     123,759,815  
Net increase (decrease) in net assets resulting from operations     (30,188,777 )     68,334,777  
                 
DISTRIBUTIONS TO SHAREHOLDERS                
Total distributions paid: *     (13,033,500 )      
From net investment income           (2,416,185 )
From net realized gains           (40,848 )
Net decrease in net assets resulting from distributions to shareholders     (13,033,500 )     (2,457,033 )
                 
FROM SHARES OF BENEFICIAL INTEREST                
Proceeds from shares sold     728,322,840       666,343,766  
Cost of shares redeemed     (137,566,338 )     (58,977,855 )
Transaction Fees (Note 1)     656,005       44,190  
Net increase in net assets resulting from shares of beneficial interest     591,412,507       607,410,101  
                 
TOTAL INCREASE IN NET ASSETS     548,190,230       673,287,845  
                 
NET ASSETS                
Beginning of Period     679,559,252       6,271,407  
End of Period   $ 1,227,749,482     $ 679,559,252  
                 
SHARE ACTIVITY                
Shares Sold     20,850,000       19,000,000  
Shares Redeemed     (4,100,000 )     (2,100,000 )
Net increase in shares of beneficial interest outstanding     16,750,000       16,900,000  

 

* Distributions from net investment income and net realized capital gains are combined for the six months ended March 31, 2019. See “New Accounting Pronouncements” in the Notes to Financial Statements for more information. The distributions to shareholders for the year ended September 30, 2018 have not been reclassified to conform to the current year presentation.


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

 

12

 

ETFMG Alternative Harvest ETF

 

FINANCIAL HIGHLIGHTS 

For a capital share outstanding throughout the period

 

   

Six Months

Ended March

31, 2019

(Unaudited)

   

Year Ended

September

30, 2018

   

Year Ended

September

30, 2017

   

Period Ended

September

30, 2016 (1)

 
Net asset value, beginning of period   $ 39.74     $ 31.36     $ 29.64     $ 25.00  
                                 
Activity from investment operations:                                
Net investment income (2)     0.52       0.37       0.57       0.98  
Net realized and unrealized gain (loss) on investments     (3.48 )     8.95       4.42       4.59  
Total from investment operations     (2.96 )     9.32       4.99       5.57  
                                 
Less distributions from:                                
Net investment income
    (0.51 )     (0.74 )     (2.56 )     (0.93 )
Net realized gains
          (0.20 )     (0.71 )      
Total distributions     (0.51 )     (0.94 )     (3.27 )     (0.93 )
                                 
Net asset value, end of period   $ 36.27     $ 39.74     $ 31.36     $ 29.64  
                                 
Total return (4)     (6.85 )%(6)     33.85 %     20.23 %     22.63 %(6)
                                 
Net assets, at end of period (000s)   $ 1,227,749     $ 679,559     $ 6,271     $ 2,964  
                                 
Ratio of net expenses to average net assets (5)     0.75 %     0.75 %     0.79 %     0.79 %
Ratio of net investment income to average net assets (5)     3.19 %     1.18 %     1.98 %     5.88 %
                                 
Portfolio Turnover Rate (3)     127 %(6)     97 %     44 %     44 %(6)

 


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

(2) Per share amounts calculated using the average shares method, which more appropriately presents the per share data for the period.

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

(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.

13

ETFMG Alternative Harvest ETF

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2019 (Unaudited)


 
1. ORGANIZATION



ETFMG Alternative Harvest ETF (the “Fund”) is a series of ETF Managers Trust (the “Trust”), an open-end management investment company consisting of multiple investment series, organized as a Delaware statutory trust on July 1, 2009. The Trust is registered with the SEC under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company and the offering of the Fund’s shares (“Shares”) is registered under the Securities Act of 1933, as amended (the “Securities Act”). The Fund seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of the Prime Alternative Harvest Index (the “Index”). The Fund commenced operations on December 2, 2015 as the Tierra XP Latin America Real Estate ETF.

 

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

 

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

 

Shares of the Fund are listed and traded on the NYSE Arca, Inc. Market prices for the Shares may be different from their net asset value (“NAV”). The Fund issues and redeems Shares on a continuous basis at NAV only in blocks of 50,000 shares, called “Creation Units.” Creation Units are issued and redeemed principally in-kind for securities included in the Index. Once created, Shares generally trade in the secondary market at market prices that change throughout the day in quantities less than a Creation Unit. Except when aggregated in Creation Units, Shares are not redeemable securities of the Fund. Shares of the Fund may only be purchased or redeemed by certain financial institutions (“Authorized Participants”). An Authorized Participant is a DTC participant and, in each case, must have executed a Participant Agreement with the Distributor. Most retail investors do not qualify as Authorized Participants nor have the resources to buy and sell whole Creation Units. Therefore, they are unable to purchase or redeem the Shares directly from the Fund. Rather, most retail investors may purchase Shares in the secondary market with the assistance of a broker and are subject to customary brokerage commissions or fees.

 

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

 

2. SIGNIFICANT ACCOUNTING POLICIES

 

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

14

ETFMG Alternative Harvest ETF

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2019 (Unaudited) (Continued)

 

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

 

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

 

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

 

Securities for which quotations are not readily available are valued at their respective fair values as determined in good faith by the Board of Trustees (the “Board”). When a security is “fair valued,” consideration is given to the facts and circumstances relevant to the particular situation, including a review of various factors set forth in the pricing procedures adopted by the Fund’s Board. The use of fair value pricing by the Fund may cause the net asset value of its shares to differ significantly from the net asset value that would be calculated without regard to such considerations. As of March 31, 2019, the Fund held one fair valued security which was without value.

 

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.

15

ETFMG Alternative Harvest ETF

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2019 (Unaudited) (Continued)

 

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

 

The following table presents a summary of the Funds’ assets measured at fair value as of March 31, 2019:

 

ETFMG Alternative Harvest ETF

 

Assets^   Level 1     Level 2     Level 3     Total  
Common Stocks   $ 1,223,094,776
  $     $ (a)    $ 1,223,094,776  
Collateral for Securities Loaned*                       264,861,677  
Stock Warrant           831,169             831,169  
Total Investments in Securities   $ 1,223,094,776
  $ 831,169
  $     $ 1,488,787,622  

 

^ 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. This security transferred from Level 1 to Level 3 due to being previously priced in an active market. There were no transfers into or out of Level 2 during the six months ended March 31, 2019. Transfers between levels are recognized at the end of the reporting period.

 

* 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. 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 2018 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.

16

ETFMG Alternative Harvest ETF

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2019 (Unaudited) (Continued)

 

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.

 

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.

 

17

ETFMG Alternative Harvest ETF

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2019 (Unaudited) (Continued)

 

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.

 

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.

 

18

ETFMG Alternative Harvest ETF

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2019 (Unaudited) (Continued)

  

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.

 

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.

 

New Fund Risk - There can be no assurance that the Fund will grow to or maintain an economically viable size.

 

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.

 

19

ETFMG Alternative Harvest ETF

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2019 (Unaudited) (Continued)

 

4. COMMITMENTS AND OTHER RELATED PARTY TRANSACTIONS

 

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

 

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

 

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 six months ended March 31, 2019, the Fund did not incur any 12b-1 expenses.

 

20

 

 

ETFMG Alternative Harvest ETF

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2019 (Unaudited) (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 six months ended March 31, 2019:

 

    Purchases     Sales  
ETFMG Alternative Harvest ETF   $ 672,957,614     $ 308,848,502  

 

The costs of purchases and sales of in-kind transactions associated with creations and redemptions for the six months ended March 31, 2019:

 

    Purchases     Sales In-  
    In-Kind     Kind  
ETFMG Alternative Harvest ETF   $ 366,448,165     $ 134,295,429  

 


7. SECURITIES LENDING

 

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

 

As of March 31, 2019, the value of the securities on loan and payable for collateral due to broker were as follows:

 

Value of Securities on Loan Collateral Received

 

    Values of     Fund  
    Securities on     Collateral  
Fund   Loan     Received*  
ETFMG Alternative Harvest ETF   $ 264,861,677     $ 264,861,677  

 

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

 

21

ETFMG Alternative Harvest ETF

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2019 (Unaudited) (Continued)

 


8. DISTRIBUTIONS TO SHAREHOLDERS AND TAX COMPONENTS OF CAPITAL

 

The components of distributable earnings (losses) and cost basis of investments for federal income tax purposes at September 30, 2018 were as follows:

 

                      Net  
          Gross     Gross     Unrealized  
          Unrealized     Unrealized     Appreciation  
    Cost     Appreciation     Depreciation     (Depreciation)  
ETFMG Alternative Harvest ETF   $ 578,537,004     $ 155,913,673     $ (30,598,602 )   $ 125,315,071  

 

    Undistributed     Total     Other     Total  
    Ordinary     Distributable     Accumulated     Accumulated  
    Income     Earnings     Loss     Gain  
ETFMG Alternative Harvest ETF   $ 1,057,477     $ 1,057,477     $ (63,766,861 )   $ 62,605,687  

 

As of September 30, 2018, the Fund had accumulated capital loss carryovers of:

 

    Capital Loss        
    Carryover     Expires  
ETFMG Alternative Harvest ETF   $ 63,766,861       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 Fund 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, 2018.

 

    Late Year    
    Ordinary   Post-October
    Loss   Capital Loss
ETFMG Alternative Harvest 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, 2018, the following table shows the reclassifications made:

 

    Undistributed              
    Accumulated              
    Net     Accumulated        
    Investment     Net Realized     Paid-In  
    Income     Loss     Capital  
ETFMG Alternative Harvest ETF   $ 44,190     $ (4,003,590 )   $ (3,959,400 )

 

22

ETFMG Alternative Harvest ETF

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2019 (Unaudited) (Continued)

 


9. DISTRIBUTIONS TO SHAREHOLDERS

 

The tax character of distributions paid by the Fund during the fiscal years ended September 30, 2018 and September 30, 2017 are as follows:

                         
    Year Ended     Year Ended  
    September 30, 2018     September 30, 2017  
    From     From     From     From  
    Ordinary Income     Capital Gains     Ordinary Income     Capital Gains  
ETFMG Alternative Harvest ETF   $ 2,416,185     $ 40,848     $ 263,218     $ 70,581  

 

10. AGGREGATE UNREALIZED APPRECIATION AND DEPRECIATION – TAX BASIS

 

                      Net  
          Gross     Gross     Unrealized  
          Unrealized     Unrealized     Appreciation  
    Tax Cost     Appreciation     Depreciation     (Depreciation)  
ETFMG Alternative Harvest ETF   $ 1,382,518,298     $ 149,408,195     $ (43,138,871 )   $ (106,269,324 )

 


11. LEGAL MATTERS

 

The Trust, the trustees of the Trust, the Adviser and certain officers of the Adviser are defendants in an action filed May 2, 2017 in the Superior Court of New Jersey captioned PureShares, LLC d/b/a PureFunds et al. v. ETF Managers Group, LLC et al., Docket No. C-63-17. The PureShares action alleges claims based on disputes arising out of contractual relationships with the Adviser. The action seeks damages in unspecified amounts and injunctive relief based on breach of contract, wrongful termination, and several other theories. At the outset of the litigation, and again a few weeks later, plaintiffs sought temporary injunctive relief. Both motions were denied, and the matter is now proceeding through pretrial discovery. The defendants believe the lawsuit is without merit and intend to vigorously defend themselves against the allegations.

 

The Adviser and its parent, Exchange Traded Managers Group, LLC are defendants in a case filed on October 26, 2017 in the United States District Court for the Southern District of New York by NASDAQ, Inc. captioned Nasdaq, Inc. v. Exchange Traded Managers Group, LLC et al., Case 1:17-cv-08252. This action arises out of related facts and circumstances in the New Jersey litigation and asserts claims for breach of contract, wrongful termination and certain other theories with respect to the same exchange traded Fund discussed above. The defendants in the Southern District actions believe the lawsuit is without merit asserted counterclaims against NASDAQ for breaches of its duties under the related index license agreement and various other agreements. A bench trial on this matter began on May 13, 2019 and is ongoing as of the date of the mailing of the Funds’ semi-annual reports. Management of the Trust and the Fund, after consultation with legal counsel, believes that the resolution of these matters will not have a material adverse effect on the Fund’s financial statements.

 


12. RECENT ACCOUNTING PRONOUNCEMENTS AND REPORTING UPDATES

 

In March 2017, the FASB issued ASU No. 2017-08, Receivables—Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities. The amendments in the ASU shorten the amortization period for certain callable debt securities, held at a premium, to be amortized to the earliest call date. The ASU does not require an accounting change for securities held at a discount; which continues to be amortized to maturity. The ASU is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2018. Management is currently evaluating the impact, if any, of applying this provision.

 

23

ETFMG Alternative Harvest ETF

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2019 (Unaudited) (Continued)

 

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

 

In August 2018, the Securities and Exchange Commission adopted amendments to certain disclosure requirements under Regulation S-X to conform to US GAAP, including: (i) an amendment to require presentation of the total, rather than the components, of distributable earnings on the Statement of Assets and Liabilities; and (ii) an amendment to require presentation of the total, rather than the components, of distributions to shareholders, except for tax return of capital distributions, on the Statement of Changes in Net Assets. The amendments also removed the requirement for parenthetical disclosure of undistributed net investment income on the Statement of Changes in Net Assets. These amendments have been adopted with these financial statements.

 

13. SUBSEQUENT EVENTS

 

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

 

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

 

24

ETFMG Alternative Harvest ETF

 

APPROVAL OF ADVISORY AGREEMENT AND BOARD CONSIDERATIONS

For the Period Ended March 31, 2019 (Unaudited)

 

Pursuant to Section 15(c) of the Investment Company Act of 1940 (the “1940 Act”), at a meeting held on March 22, 2019, the Board of Trustees (the “Board”) of ETF Managers Trust (the “Trust”) considered the renewal of the Investment Advisory Agreement (the “Advisory Agreement”) between ETF Managers Group LLC (the “Adviser”) and the Trust, on behalf of ETFMG Alternative Harvest ETF (the “Fund”).

 

Pursuant to Section 15(c) of the 1940 Act, the Board must annually review and approve the Advisory Agreement after its initial two-year term: (i) by the vote of the Trustees or by a vote of the shareholders of the Fund; and (ii) by the vote of a majority of the Trustees who are not parties to the Advisory 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. Each year, the Board calls and holds a meeting to decide whether to renew the Advisory Agreement for an additional one-year term. 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 provided to the Fund’s shareholders by the Adviser; (ii) the investment performance of the Fund; (iii) the Adviser’s costs and profits realized in providing services to the Fund, including any fall-out benefits enjoyed by the Adviser; (iv) comparative fee and expense data for the Fund in relation to other similar investment companies; (v) the extent to which economies of scale would be realized as the Fund grows and whether the advisory fees for the Fund reflects these economies of scale for the benefit of the Fund; and (vi) other financial benefits to the Adviser and its affiliates resulting from services 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 March 22, 2019, and throughout the year. Among other things, the Adviser provided responses to a detailed series of questions, which included information about the Adviser’s operations, service offerings, personnel, compliance program and financial condition. The Board then discussed the written and oral information that it received before the meeting and throughout the year, and the Adviser’s oral presentations and any other information that the Board received at the meeting, and deliberated on the renewal of the Advisory 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 renewal of the Advisory Agreement, and the weight to be given to each such factor. The conclusions reached with respect to the Advisory 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 by the Adviser

The Trustees considered the scope of services provided under the Advisory Agreement, noting that the Adviser provides investment management services to the Fund. The Board discussed the responsibilities of the Adviser, including: responsibility for the general management of the day-to-day investment and reinvestment of the assets of the Fund; determining the daily baskets of deposit securities and cash components; executing portfolio security trades for purchases and redemptions of Fund shares conducted on a cash-in-lieu basis; responsibility for daily monitoring of tracking error and quarterly reporting to the Board; and implementation of Board directives as they relate to the Fund. 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 and the quality of the Adviser’s compliance infrastructure. The Board also considered the Adviser’s experience managing exchange-traded funds (“ETFs”).

 

25

ETFMG Alternative Harvest ETF

 

APPROVAL OF ADVISORY AGREEMENT AND BOARD CONSIDERATIONS

For the Period Ended March 31, 2019 (Unaudited) (Continued)

 

The Board also considered other services provided to the Fund, such as overseeing the Fund’s service providers, monitoring adherence to the Fund’s investment restrictions, and monitoring compliance with various policies and procedures and with applicable securities laws.


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 provided to the Fund by the Adviser.

 

Historical Performance

 

The Board then considered the past performance of the Fund. The Board reviewed information regarding the performance history of the Fund over various time periods ending January 31, 2019, including the year-to-date period, the most recent one-year period and the period since the Fund’s inception. The Board noted management’s explanation that analysis of investment performance, in absolute terms, is less relevant for the Fund than it is for actively managed funds, given the Fund’s index-based investment objectives. The Board also noted management’s further explanation that it is more relevant to review the performance of the Fund by focusing on the extent to which the Fund tracked its underlying index. The Board reviewed information regarding the Fund’s index tracking, discussing, as applicable, factors which contributed to the Fund’s tracking error over certain periods of time. The Board noted that the Fund had underperformed its underlying index over certain periods, but that such underperformance was, at least in part, a result of costs incurred by the Fund not incurred by its underlying index. The Board considered other factors that contributed to the Fund’s tracking error, including cash drag and the effect of trading stocks denominated in foreign currencies, as well as the tracking error that resulted from the rebalances of the Fund’s underlying Index. The Board noted management’s representation that the Fund’s performance was in an acceptable range relative to its underlying index. The Board concluded that, after taking these factors into account, the Fund satisfactorily tracked its underlying index. The Board further noted that it had received and would continue to receive regular reports regarding the Fund’s performance, including with respect to its tracking error, at its quarterly meetings.

 

Cost of Services Provided and Economies of Scale

 

The Board reviewed the advisory fee for the Fund and compared it to the total operating expenses of comparable ETFs, as determined by the Adviser. The Board noted that the advisory fee of the Fund was as low as or lower than the expense ratios of its comparable ETFs. The Board took into consideration management’s discussion of the fees, including that the Fund has a niche investment strategy and limited comparable ETFs.

 

The Board also noted the importance of the fact that the advisory fee for the Fund is a “unified fee,” meaning that the shareholders of the Fund pay no expenses other than the advisory fee and certain other costs such as interest, brokerage and extraordinary expenses and, to the extent it is implemented, fees pursuant to a Distribution and/or Shareholder Servicing (12b-1) Plan. The Board further noted that the Adviser was responsible for compensating the Trust’s other service providers and paying the Fund’s other expenses (except as noted above) out of its own fees and resources. The Board also evaluated the compensation and benefits received by the Adviser from its relationship with the Fund, taking into account the profitability analysis provided by the Adviser. The Board concluded that the advisory fee for the Fund was reasonable in light of the factors considered.

 

In addition, the Board considered whether economies of scale may be realized for the Fund. The Board noted that the Adviser regularly considers whether fee reductions are appropriate as the Fund grows in size. The Board noted that a unitary fee provides a level of certainty in expenses for the Fund. The Trustees concluded that the flat advisory fee was reasonable.

 

26

ETFMG Alternative Harvest ETF

 

APPROVAL OF ADVISORY AGREEMENT AND BOARD CONSIDERATIONS

For the Period Ended March 31, 2019 (Unaudited) (Continued)

 

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 Advisory Agreement are fair and reasonable; (b) concluded that the Adviser’s fees are reasonable in light of the services that the Adviser provides to the Fund; and (c) approved the renewal of the Advisory Agreement for another year.

 

27

ETFMG Alternative Harvest ETF

 

EXPENSE EXAMPLE

Six Months Ended March 31, 2019 (Unaudited)

 

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including brokerage commissions on purchases and sales of Fund shares; (2) ongoing costs, including management fees and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

 

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from October 1, 2018 through March 31, 2019.

 

Actual Expenses

 

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

 

Hypothetical Example for Comparison Purposes

 

The “Hypothetical” line in the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balances or expenses you paid for the period. You may use this information to compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

 

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as brokerage commissions paid on purchases and sales of Fund shares. Therefore, the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

   

Beginning

Account

Value

10/1/18

   

Ending

Account

Value

3/31/19

   

Expenses Paid

During Period*

10/1/18 - 3/31/19

   

Expenses Paid

During Period**

10/1/18 - 3/31/19

 
Actual   $ 1,000.00     $ 931.50     $ 3.61       0.75 %
                                 
Hypothetical   $ 1,000.00     $ 1,021.19     $ 3.78       0.75 %
(5% return before expenses)                                

 

*”Actual” expense information for the Fund is for the period from October 1, 2018 to March 31, 2019. Actual expenses are equal to the Fund's annualized net expense ratio multiplied by 182/365 (to reflect the period from October 1, 2018 to March 31, 2019). "Hypothetical" expense information for the Fund is presented on the basis of the full one-half year period to enable comparison to other funds. It is based on assuming the same net expense ratio and average account value over the period, but it is multiplied by 182/365 (to reflect the full half-year period).

**       Annualized.

 

28

ETFMG Alternative Harvest ETF

 

SUPPLEMENTARY INFORMATION

March 31, 2019 (Unaudited)

 

INFORMATION ABOUT PORTFOLIO HOLDINGS

 

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

 

INFORMATION ABOUT PROXY VOTING

 

A description of the policies and procedures the Fund uses to determine how to vote proxies relating to portfolio securities is provided in the Statement of Additional Information (“SAI”). The SAI is available without charge upon request by calling toll-free at 1-844-ETF-MGRS (1-844-383-6477), by accessing the SEC’s website at www.sec.gov, or by accessing the Fund’s website at www.etfmj.com.

 

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

 

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

Read the prospectus carefully before investing.

 

29

ETFMG Alternative Harvest ETF

 

ETF MANAGERS TRUST

 

Privacy Policy and Procedures

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

30

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

 


 

 

 

 

Semi-Annual Report

 

March 31, 2019

 

BlueStar Israel Technology ETF

Ticker: ITEQ

 

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

 

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

 

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

 

 

 

The fund is a series of ETF Managers Trust.

 


BlueStar Israel Technology ETF

 

TABLE OF CONTENTS

March 31, 2019 (Unaudited)

 

  Page
Shareholders’ Letter 2
   
Growth of $10,000 Investment 3
   
Top 10 Holdings 4
   
Important Disclosures and Key Risk Factors 5
   
Portfolio Allocations 6
   
Schedule of Investments 7
   
Statement of Assets and Liabilities 10
   
Statement of Operations 11
   
Statements of Changes in Net Assets 12
   
Financial Highlights 13
   
Notes to the Financial Statements 14
   
Approval of Advisory Agreement and Board Consideration 23
   
Expense Example 26
   
Supplementary Information 27

 


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 six-month period from October 1, 2018 to March 31, 2019.

 

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

 

Over the period ending March 31, 2019, the total return for the Fund was 3.54% while the total return for the Index was 3.81%. 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 Mellanox Technologies, CyberArk, and Verint Systems, while the worst performers were Amdocs, Plus500, and Tower Semiconductor.

 

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

 

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

 

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

 

Sincerely,

 

 

 

Samuel Masucci III

Chairman of the Board

 

Samuel Masucci III is a registered representative of ETFMG Financial, LLC.

 

2

BlueStar Israel Technology ETF

Growth of $10,000 (Unaudited)

 

 

Average Annual Returns
1 Year Since Inception Value of $10,000
Period Ended March 31, 2019
Return (11/2/2015) (3/31/2019)
BlueStar Israel Technology ETF (NAV)
16.60% 12.75% $15,057
BlueStar Israel Technology ETF (Market)
16.13% 12.80% $15,080
S&P 500 Index
  9.50% 11.42% $14,460
BlueStar Israel Global Technology IndexTM
17.48% 13.58% $15,438

 

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*(Unaudited)

 

    Security   % of Total Investments
1   Check Point Software Technologies, Ltd.   6.75%
2   Mellanox Technologies, Ltd.   6.39%
3   Nice, Ltd.   6.11%
4   Wix.com, Ltd.   5.81%
5   Amdocs, Ltd.   5.28%
6   CyberArk Software, Ltd.   4.55%
7   Verint Systems, Inc.   4.12%
8   Novocure, Ltd.   3.76%
9   Elbit Systems, Ltd.   3.28%
10   Ormat Technologies   3.06%

 

Top Ten Holdings = 49.11% of Total Investments

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

 

4

BlueStar Israel Technology ETF




 

Important Disclosures and Key Risk Factors

 

Investing involves risk, including the possible loss of principal. Shares of any ETF are bought and sold at market price (not NAV), may trade at a discount or premium to NAV and are not individually redeemed from the Fund. Brokerage commissions will reduce returns. Narrowly focused investments typically exhibit higher volatility.

 

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

 

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

 

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

 

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

 

5

BlueStar Israel Technology ETF

 

PORTFOLIO ALLOCATIONS

As of March 31, 2019 (Unaudited)




 

    BlueStar Israel Technology ETF  
As a percent of Net Assets:      
Guernsey     6.6 %
Israel     60.6  
Jersey     4.8  
United Kingdom     3.5  
United States     22.0  
Short-Term and other Net Assets (Liabilities)     2.5  
      100.0 %

 

6

BlueStar Israel Technology ETF

 

Schedule of Investments

March 31, 2019 (Unaudited)

 

    Shares     Value  
             
COMMON STOCKS - 97.5%                
Guernsey - 6.6%                
IT Services - 6.6%                
Amdocs, Ltd.     63,697     $ 3,446,645  
SafeCharge International Group, Ltd.     82,098       320,787  
Total IT Services             3,767,432  
                 
Israel - 60.6%                
Aerospace & Defense - 4.1%                
Elbit Systems, Ltd.     16,601       2,141,046  
RADA Electronic Industries, Ltd. (a)     74,525       219,104  
Total Aerospace & Defense             2,360,150  
Biotechnology - 2.4%                
BioLine RX, Ltd. - ADR (a)     364,162       156,590  
Galmed Pharmaceuticals, Ltd. (a)     33,573       274,291  
Intec Pharma, Ltd. (a)     33,469       245,328  
Kamada, Ltd. (a)     50,991       292,111  
UroGen Pharma, Ltd. (a)     11,710       432,568  
Total Biotechnology             1,400,888  
Communications Equipment - 4.5%                
AudioCodes, Ltd.     28,427       393,430  
Ceragon Networks, Ltd. (a)(b)     78,089       280,340  
Ituran Location and Control, Ltd.     15,587       532,296  
RADCOM, Ltd. (a)     25,085       186,131  
Radware, Ltd. (a)     32,859       858,605  
Silicom, Ltd. (a)     8,369       320,114  
Total Communications Equipment             2,570,916  
Household Durables - 1.1%                
Maytronics, Ltd.     101,215       652,553  
Independent Power and Renewable Electricity Producers - 1.2%                
Energix-Renewable Energies, Ltd. (a)     203,821       321,111  
Enlight Renewable Energy, Ltd. (a)     578,537       356,111  
Total Independent Power and Renewable Electricity Producers             677,222  
IT Services - 8.4%                
Formula Systems 1985, Ltd.     9,095       422,878  
Matrix IT, Ltd.     54,065       679,273  
Wix.com, Ltd. (a)     31,373       3,790,799  
Total IT Services             4,892,950  
Machinery - 1.2%                
Kornit Digital, Ltd. (a)(b)     29,872       710,954  
Pharmaceuticals - 1.5%                
Foamix Pharmaceuticals, Ltd. (a)     79,411       297,791  
MediWound, Ltd. (a)     46,583       232,915  
Redhill Biopharma, Ltd. - ADR (a)     41,802       347,375  
Total Pharmaceuticals             878,081  
                 

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

 

7

BlueStar Israel Technology ETF

 

Schedule of Investments

March 31, 2019 (Unaudited) (Continued)

 

    Shares     Value  
Semiconductors & Semiconductor Equipment - 10.9%                
Camtek, Ltd.     34,038     $ 303,619  
Mellanox Technologies, Ltd. (a)     35,202       4,166,509  
Nova Measuring Instruments, Ltd. (a)     22,464       547,593  
Tower Semiconductor, Ltd. (a)     74,156       1,214,635  
Total Semiconductors & Semiconductor Equipment             6,232,356  
Software - 23.5% (d)                
Allot Communications, Ltd. (a)     42,398       336,640  
Attunity, Ltd. (a)(b)     19,705       462,082  
Check Point Software Technologies, Ltd. (a)     34,827       4,405,266  
CyberArk Software, Ltd. (a)     24,939       2,968,988  
Hilan, Ltd.     22,539       611,592  
Magic Software Enterprises, Ltd.     37,136       316,197  
Nice, Ltd. (a)     33,848       3,986,174  
Sapiens International Corp NV     30,806       466,932  
Total Software             13,553,871  
Technology Hardware, Storage & Peripherals - 1.8%                
Stratasys, Ltd. (a)(b)     42,914       1,022,211  
Total Israel             34,952,152  
                 
Jersey - 4.8%                
Health Care Equipment & Supplies - 4.4%                
Novocure, Ltd. (a)(b)     50,912       2,452,431  
Interactive Media & Services - 0.4%                
XLMedia PLC     318,351       252,929  
Total Jersey             2,705,360  
                 
United Kingdom - 3.5%                
Communications Equipment - 0.6%                
BATM Advanced Communications (a)     519,043       324,495  
Diversified Financial Services - 1.2%                
Plus500, Ltd.     73,511       720,001  
Hotels, Restaurants & Leisure - 1.2%                
888 Holdings PLC     343,127       697,177  
Media - 0.5%                
Taptica international, Ltd.     108,178       292,362  
Total United Kingdom             2,034,035  
                 
United States - 22.0%                
Aerospace & Defense - 0.4%                
Arotech Corp. (a)     80,287       235,241  
Biotechnology - 0.9%                
BrainStorm Cell Therapeutics, Inc. (a)(b)     64,710       280,841  
Pluristem Therapeutics, Inc. (a)     243,009       233,135  
Total Biotechnology             513,976  
Communications Equipment - 0.7%                
Gilat Satellite Networks, Ltd.     51,537       422,782  

 

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

 

8

BlueStar Israel Technology ETF

 

Schedule of Investments

March 31, 2019 (Unaudited) (Continued)

 

    Shares     Value  
Electric Utilities - 3.4%                
Ormat Technologies, Inc.     36,232     $ 1,994,825  
Semiconductors & Semiconductor Equipment - 5.5%                
CEVA, Inc. (a)     22,365       602,960  
DSP Group, Inc. (a)     29,258       411,660  
KLA-Tencor Corp.     8,336       995,432  
SolarEdge Technologies, Inc. (a)(b)     31,971       1,204,667  
Total Semiconductors & Semiconductor Equipment             3,214,719  
Software - 11.1% (d)                
ForeScout Technologies, Inc. (a)     26,186       1,097,455  
LivePerson, Inc. (a)     43,800       1,260,007  
Varonis Systems, Inc. (a)(b)     21,930       1,307,686  
Verint Systems, Inc. (a)(b)     44,903       2,687,894  
Total Software             6,353,042  
Total United States             12,734,585  
TOTAL COMMON STOCKS (Cost $48,500,572)             56,193,564  
                 
SHORT-TERM INVESTMENTS - 0.1%                
Money Market Funds - 0.1%                
Invesco Advisers, Inc. STIT-Treasury Portfolio - Institutional Class, 2.33% (c)     60,136       60,136  
TOTAL SHORT-TERM INVESTMENTS (Cost $60,136)             60,136  
                 
INVESTMENTS PURCHASED WITH SECURITIES LENDING COLLATERAL - 15.6%                
Mount Vernon Liquid Assets Portfolio, LLC, 2.61% (c)             8,994,832  
TOTAL INVESTMENTS PURCHASED WITH SECURITIES LENDING COLLATERAL (Cost $8,994,832)             8,994,832  
                 
Total Investments (Cost $57,555,540) - 113.2%             65,248,532  
Liabilities in Excess of Other Assets - (13.2)%             (7,611,780 )
TOTAL NET ASSETS - 100.0%           $ 57,636,752  
                 

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 March 31, 2019.

(c)

The rate quoted is the annualized seven-day yield at March 31, 2019.

(d)

As of March 31, 2019, the Fund had a significant portion of its assets invested in the Software Industry.

 

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

 

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

 

9

BlueStar Israel Technology ETF

 

STATEMENT OF ASSETS AND LIABILITIES

As of March 31, 2019 (Unaudited)

 

    BlueStar Israel Technology ETF  
         
ASSETS        
Investments in unaffiliated securities, at value*   $ 65,248,532  
Cash     3,986  
Foreign currency     197  
Receivables:        
Receivable for investments sold     1,295,787  
Dividends and interest receivable     117,101  
Securities lending income receivable     2,163  
Total Assets     66,667,766  
         
LIABILITIES        
Collateral received for securities loaned (Note 7)     8,994,832  
Payables:        
Management fees payable     36,182  
Total Liabilities     9,031,014  
Net Assets   $ 57,636,752  
         
NET ASSETS CONSIST OF:        
Paid-in Capital   $ 50,186,460  
Total Distributable Earnings     7,450,292  
Net Assets   $ 57,636,752  
         
*Identified Cost:        
Investments in unaffiliated securities   $ 57,555,540  
Foreign currency     193  
         
Shares Outstanding^     1,550,000  
Net Asset Value, Offering and Redemption Price per Share   $ 37.19  

 

^ No par value, unlimited number of shares authorized

 

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

 

10

BlueStar Israel Technology ETF

 

STATEMENT OF OPERATIONS

Six Months Ended March 31, 2019 (Unaudited)

 

    BlueStar Israel Technology ETF  
INVESTMENT INCOME      
Income:      
Dividends from unaffiliated securities (net of foreign withholdings tax of $31,981)   $ 161,789  
Interest     1,743  
Securities lending income     11,526  
Total Investment Income     175,058  
Expenses:        
Management fees     202,842  
Total Expenses     202,842  
Net Investment Loss     (27,784 )
         
REALIZED & UNREALIZED GAIN (LOSS) ON INVESTMENTS        
Net Realized Gain (Loss) on:        
Unaffiliated investments     (1,795,960 )
In-Kind redemptions     2,211,336  
Foreign currency     (9,300 )
Net Realized Gain on Investments and Foreign Currency     406,076  
Net Change in Unrealized Appreciation of:        
Unaffiliated investments     1,078,208  
Foreign currency and foreign currency translation     58  
Net Change in Unrealized Appreciation of Investments and Foreign Currency     1,078,266  
Net Realized and Unrealized Gain on Investments     1,484,342  
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS   $ 1,456,558  
         

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

 

11

BlueStar Israel Technology ETF

 

STATEMENTS OF CHANGES IN NET ASSETS

 

    Period Ended March 31, 2019 (Unaudited)     Year Ended September 30, 2018  
OPERATIONS            
Net investment income (loss)   $ (27,784 )   $ 44,983  
Net realized gain on investments     406,076       1,455,273  
Net change in unrealized appreciation of investments     1,078,266       3,975,961  
Net increase in net assets resulting from operations     1,456,558       5,476,217  
DISTRIBUTIONS TO SHAREHOLDERS                
Total distributions from distributable earnings     (146,990 )     (163,624 )
                 
CAPITAL SHARE TRANSACTIONS                
Net increase (decrease) in net assets derived from net change in outstanding shares (a)     (4,915,905 )     32,392,245  
Net increase (decrease) in net assets     (3,606,337 )     37,704,838  
NET ASSETS                
Beginning of Year/Period     61,243,089       23,538,251  
End of Year/Period   $ 57,636,752     $ 61,243,089  

 

(a) Summary of share transactions is as follows:

 

      Period Ended        
      March 31, 2019     Year Ended  
      (Unaudited)     September 30, 2018  
      Shares     Amount     Shares     Amount  
Shares Sold       100,000     $ 3,360,150       1,150,000     $ 38,822,145  
Shares Redeemed       (250,000 )     (8,276,055 )     (200,000 )     (6,429,900 )
Net Transactions in Fund Shares       (150,000 )   $ (4,915,905 )     950,000     $ 32,392,245  
Beginning Shares       1,700,000               750,000          
Ending Shares       1,550,000               1,700,000          
                                   

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

 

12

BlueStar Israel Technology ETF

 

FINANCIAL HIGHLIGHTS

For a capital share outstanding throughout the year/period

 

    Period Ended March 31, 2019 (Unaudited)     Year Ended September 30, 2018     Year Ended September 30, 2017     Period Ended September 30, 20161  
                         
Net Asset Value, Beginning of Year/Period   $ 36.03     $ 31.38     $ 25.58     $ 25.00  
Income (Loss) from Investment Operations:                                
Net investment income (loss) 2     (0.02 )     0.04       0.02       0.05  
Net realized and unrealized gain on investments     1.27       4.78       5.87       0.53  
Total from investment operations     1.25       4.82       5.89       0.58  
Less Distributions:                                
Distributions from net investment income     (0.09 )     (0.17 )     (0.09 )      
Net asset value, end of year/period   $ 37.19     $ 36.03     $ 31.38     $ 25.58  
Total Return     3.54 %3     15.41 %     23.16 %     2.31 %3
                                 
Ratios/Supplemental Data:                                
Net assets at end of year/period (000’s)   $ 57,637     $ 61,243     $ 23,538     $ 5,116  
Expenses to Average Net Assets     0.75 %4     0.75 %     0.75 %     0.75 %4
Net Investment Income to Average Net                                
Assets     -0.10 %4     0.12 %     0.07 %     0.23 %4
Portfolio Turnover Rate     9 %3     11 %     19 %     14 %3

 

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

 

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

 

13

BlueStar Israel Technology ETF

 

NOTES TO FINANCIAL STATEMENTS
March 31, 2019 (Unaudited)

 

NOTE 1 – ORGANIZATION

 

The 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 IndexTM (“BIGITechTM” or the “Index”). The Fund commenced operations on November 2, 2015.

 

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

 

Shares of the Fund are listed and traded on the NASDAQ Stock Market, LLC. Market prices for the Shares may be different from their net asset value (“NAV”). The Fund issues and redeems Shares on a continuous basis at NAV only in blocks of 50,000 shares, called “Creation Units.” Creation Units are issued and redeemed principally in-kind for securities included in the Index. Once created, Shares generally trade in the secondary market at market prices that change throughout the day in quantities less than a Creation Unit. Except when aggregated in Creation Units, Shares are not redeemable securities of the Fund. Shares of the Fund may only be purchased or redeemed by certain financial institutions (“Authorized Participants”). An Authorized Participant is either (i) a broker-dealer or other participant in the clearing process through the Continuous Net Settlement System of the National Securities Clearing Corporation or (ii) a DTC participant and, in each case, must have executed a Participant Agreement with the Distributor. Most retail investors do not qualify as Authorized Participants nor have the resources to buy and sell whole Creation Units. Therefore, they are unable to purchase or redeem the Shares directly from the Fund. Rather, most retail investors may purchase Shares in the secondary market with the assistance of a broker and may be subject to customary brokerage commissions or fees.

 

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

 

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

 

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

 

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

 

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

14

BlueStar Israel Technology ETF

 

NOTES TO FINANCIAL STATEMENTS
March 31, 2019 (Unaudited) (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 March 31, 2019, the Fund did not hold any fair valued securities.

 

As described above, the Fund utilizes various methods to measure the fair value of its investments on a recurring basis. U.S. GAAP establishes a hierarchy that prioritizes inputs to valuation methods. The three levels of inputs are:

 


Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access.

 


Level 2 Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.

 


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

 

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

 

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

15

BlueStar Israel Technology ETF

 

NOTES TO FINANCIAL STATEMENTS
March 31, 2019 (Unaudited) (Continued)

 

The following is a summary of the inputs used to value the Funds’ net assets as of March 31, 2019:

 

BlueStar Israel Technology ETF

 

Assets^ 

  Level 1     Level 2     Level 3     Total  
Common Stocks   $ 56,193,564     $     $     $ 56,193,564  
Short-Term Investments     60,136                   60,136  
Investments Purchased with Securities Lending Collateral*                       8,994,832  
Total Investments in Securities   $ 56,253,700     $     $     $ 65,248,532  

 

^ 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 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 2018 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 March 31, 2019, management has reviewed the tax positions for open periods (for federal purposes, three years from the date of filing and for state purposes, four years from the date of filing) as applicable to the Fund, and has determined that no provision for income tax is required in the Fund’s financial statements.

 


C. Security Transactions and Investment Income. Investment securities transactions are accounted for on the trade date. Gains and losses realized on sales of securities are determined on a specific identification basis. Discounts/premiums on debt securities purchased are accreted/amortized over the life of the respective securities using the effective interest method. Dividend income is recorded on the ex-dividend date. Interest income is recorded on an accrual basis. Income, including gains, from investments in foreign securities received by the Fund may be subject to income, withholding or other taxes imposed by foreign countries.
16

BlueStar Israel Technology ETF

 

NOTES TO FINANCIAL STATEMENTS
March 31, 2019 (Unaudited) (Continued)

 


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

 


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

 


F. Use of Estimates. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.

 


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

 


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

 

NOTE 3 – RISK FACTORS

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

 

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

 

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

17

BlueStar Israel Technology ETF

 

NOTES TO FINANCIAL STATEMENTS
March 31, 2019 (Unaudited) (Continued)

 

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

 

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

 

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

 

NOTE 4 – COMMITMENTS AND OTHER RELATED PARTY TRANSACTIONS.

 

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

 

Under the Investment Advisory Agreement with the Fund, the Advisor has overall responsibility for the general management and administration of the Fund and arranges for sub-advisory, transfer agency, custody, fund administration and accounting, 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 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. The Advisor has an agreement with, and is dependent on, a third party to pay the Fund’s expenses in excess of 0.75% of the Fund’s average daily net assets. Additionally, under the Investment Advisory Agreement, the Advisor has agreed to pay all expenses of the Fund, except for: the fee paid to the Advisor pursuant to the Investment Advisory Agreement, interest charges on any borrowings, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, extraordinary expenses, and distribution (12b-1) fees and expenses (collectively, “Excluded Expenses”). The Advisor has entered into an Agreement with ITEQ ETF Partners, LLC (the “Sponsor”), under which the Sponsor agrees to sublicense the use of the Underlying Index to the Advisor. The Sponsor also provides marketing support for the Fund, including distributing marketing materials related to the Fund. ITEQ ETF Partners, LLC is a privately held business focused on bringing exchange-traded investment products to investors in the U.S. The Sponsor does not make investment decisions, provide investment advice, or otherwise act in the capacity of an investment adviser to the Fund. Additionally, the Sponsor is not involved in the maintenance of the Underlying Index and does not otherwise act in the capacity of an index provider.

 

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

 

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

18

BlueStar Israel Technology ETF

 

NOTES TO FINANCIAL STATEMENTS
March 31, 2019 (Unaudited) (Continued)

 

NOTE 5 – DISTRIBUTION PLAN

 

The Fund has adopted a Plan of Distribution pursuant to Rule 12b-1 under the 1940 Act. Under the Plan, the Fund may pay compensation to the Distributor or any other distributor or financial institution with which the Trust has an agreement with respect to the Fund, with the amount of such compensation not to exceed an annual rate of 0.25% of each Fund’s average daily net assets. For the period ended March 31, 2019, the Fund did not incur any 12b-1 expenses.

 

NOTE 6 - PURCHASES AND SALES OF SECURITIES

 

The costs of purchases and sales of securities, excluding short-term securities and in-kind transactions, for the period ended March 31, 2019:

 

    Purchases     Sales  
BlueStar Israel Technology ETF   $ 6,113,711     $ 5,130,143  

 

The costs of purchases and sales of in-kind transactions associated with creations and redemptions for the period ended March 31, 2019:

 

    Purchases     Sales  
    In-Kind     In-Kind  
BlueStar Israel Technology ETF   $ 3,343,629     $ 8,238,280  

 

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 period ended March 31, 2019.

 

NOTE 7 — SECURITIES LENDING

 

The Fund may lend up to 33 1/3% of the value of the securities in its portfolio to brokers, dealers and financial institutions (but not individuals) under terms of participation in a securities lending program administered by U.S. Bank N.A. (“the Custodian”). The securities lending agreement requires that loans are collateralized at all times in an amount equal to at least 102% of the value of any loaned securities at the time of the loan, plus accrued interest. The Fund receives compensation in the form of fees and 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 March 31, 2019, the Fund had loaned securities and received cash collateral for the loans. The cash collateral is invested by the Custodian in accordance with approved investment guidelines. Those guidelines require the cash collateral to be invested in readily marketable, high quality, short-term obligations; however, such investments are subject to risk of payment delays or default on the part of the issuer or counterparty or otherwise may not generate sufficient interest to support the costs associated with securities lending. The Fund could also experience delays in recovering its securities and possible loss of income or value if the borrower fails to return the borrowed securities, although the Fund is indemnified from this risk by contract with the securities lending agent.

19

BlueStar Israel Technology ETF

 

NOTES TO FINANCIAL STATEMENTS
March 31, 2019 (Unaudited) (Continued)

 

As of March 31, 2019, the value of the securities on loan and payable for collateral due to broker were as follows:

 

Value of Securities on Loan and Collateral Received

 

    Values of     Fund  
    Securities     Collateral  
Fund   on Loan     Received*  
BlueStar Israel Technology ETF   $ 8,871,150     $ 8,994,832  

 

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

 

NOTE 8 – FEDERAL INCOME TAXES

 

The components of distributable earnings (losses) and cost basis of investments for federal income tax purposes at September 30, 2018 were as follows:

 

    Cost     Gross
Unrealized
Appreciation
    Gross
Unrealized
Depreciation
    Net
Unrealized
Appreciation
(Depreciation)
 
BlueStar Israel Technology ETF   $ 60,394,917     $ 10,606,885     $ (3,933,149 )   $ 6,073,736  

 

    Undistributed
Ordinary
Income
   

Undistributed
Long-term
Gain

    Total
Distributable
Earnings
   

Other
Accumulated

(Loss)

    Total
Accumulated
Gain
 
BlueStar Israel Technology ETF   $ 146,990     $  —     $ 146,990     $ (80,002 )   $ 6,140,724  

 

As of September 30, 2018, the Fund had accumulated capital loss carryovers of:

 

    Capital Loss        
    Carryover        
    LT     Expires  
BlueStar Israel Technology ETF   $ 79,947       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, 2018.

 

    Late Year    
    Ordinary   Post-October
    Loss   Capital Loss
BlueStar Israel Technology ETF   None   None
20

BlueStar Israel Technology ETF

 

NOTES TO FINANCIAL STATEMENTS
March 31, 2019 (Unaudited) (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, 2018, the following table shows the reclassifications made:

 

    Undistributed              
    Accumulated     Accumulated        
    Net Investment     Net Realized     Paid-In  
    Income     Loss     Capital  
BlueStar Israel Technology ETF   $ 113,579     $ (1,642,177 )   $ 1,528,598  

 

The tax character of distributions paid by the Fund during the fiscal years ended September 30, 2018 and September 30, 2017 are as follows:

 

    Year Ended     Year Ended
    September 30, 2018     September 30, 2017  
    From     From     From     From  
    Ordinary     Capital     Ordinary     Capital  
    Income     Gains     Income     Gains  
BlueStar Israel Technology ETF   $ 163,624     $     $ 18,370     $  

 

NOTE 9 – NEW ACCOUNTING PRONOUNCEMENTS

 

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

 

In March 2017, the FASB issued ASU No. 2017-08, Receivables – Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities (“ASU 2017-08”). The amendments in the ASU 2017-08 shorten the amortization period for certain callable debt securities, held at a premium, to be amortized to the earliest call date. The ASU 2017-08 does not require an accounting change for securities held at a discount; which continues to be amortized to maturity. The ASU 2017-08 is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2018. Management is currently evaluating the impact, if any, of applying this provision.

 

NOTE 10 – LEGAL MATTERS

 

The Trust, the trustees of the Trust, the Adviser and certain officers of the Adviser are defendants in an action filed May 2, 2017 in the Superior Court of New Jersey captioned PureShares, LLC d/b/a PureFunds et al. v. ETF Managers Group, LLC et al., Docket No. C-63-17. The PureShares action alleges claims based on disputes arising out of contractual relationships with the Adviser. The action seeks damages in unspecified amounts and injunctive relief based on breach of contract, wrongful termination, and several other theories. At the outset of the litigation, and again a few weeks later, plaintiffs sought temporary injunctive relief. Both motions were denied, and the matter is now proceeding through pretrial discovery. The defendants believe the lawsuit is without merit and intend to vigorously defend themselves against the allegations.

21

BlueStar Israel Technology ETF

 

NOTES TO FINANCIAL STATEMENTS
March 31, 2019 (Unaudited) (Continued)

 

The Adviser and its parent, Exchange Traded Managers Group, LLC are defendants in a case filed on October 26, 2017 in the United States District Court for the Southern District of New York by NASDAQ, Inc. captioned Nasdaq, Inc. v. Exchange Traded Managers Group, LLC et al., Case 1:17-cv-08252. This action arises out of related facts and circumstances in the New Jersey litigation and asserts claims for breach of contract, wrongful termination and certain other theories with respect to the same exchange traded Fund discussed above. The defendants in the Southern District actions believe the lawsuit is without merit and asserted counterclaims against NASDAQ for breaches of its duties under the related index license agreement and various other agreements. A bench trial on this matter began on May 13, 2019 and is ongoing as of the date of the mailing of the Fund’s semi-annual reports. Management of the Trust and the Fund, after consultation with legal counsel, believes that the resolution of these matters will not have a material adverse effect on the Fund’s financial statements.

 

NOTE 11 – SUBSEQUENT EVENTS

 

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

22

BlueStar Israel Technology ETF

 

APPROVAL OF ADVISORY AGREEMENT AND BOARD CONSIDERATIONS
For the Period Ended March 31, 2019 (Unaudited)

 

Pursuant to Section 15(c) of the Investment Company Act of 1940 (the “1940 Act”), at a meeting held on March 22, 2019, the Board of Trustees (the “Board”) of ETF Managers Trust (the “Trust”) considered the renewal of the Investment Advisory Agreement (the “Advisory Agreement”) between ETF Managers Group LLC (the “Adviser”) and the Trust, on behalf of BlueStar Israel Technology ETF (the “Fund”).

 

Pursuant to Section 15(c) of the 1940 Act, the Board must annually review and approve the Advisory Agreement after its initial two-year term: (i) by the vote of the Trustees or by a vote of the shareholders of the Fund; and (ii) by the vote of a majority of the Trustees who are not parties to the Advisory 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. Each year, the Board calls and holds a meeting to decide whether to renew the Advisory Agreement for an additional one-year term. 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 provided to the Fund’s shareholders by the Adviser; (ii) the investment performance of the Fund; (iii) the Adviser’s costs and profits realized in providing services to the Fund, including any fall-out benefits enjoyed by the Adviser; (iv) comparative fee and expense data for the Fund in relation to other similar investment companies; (v) the extent to which economies of scale would be realized as the Fund grows and whether the advisory fees for the Fund reflects these economies of scale for the benefit of the Fund; and (vi) other financial benefits to the Adviser and its affiliates resulting from services 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 March 28, 2018, and throughout the year. Among other things, the Adviser provided responses to a detailed series of questions, which included information about the Adviser’s operations, service offerings, personnel, compliance program and financial condition. The Board then discussed the written and oral information that it received before the meeting and throughout the year, and the Adviser’s oral presentations and any other information that the Board received at the meeting, and deliberated on the renewal of the Advisory 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 renewal of the Advisory Agreement, and the weight to be given to each such factor. The conclusions reached with respect to the Advisory 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 by the Adviser

The Trustees considered the scope of services provided under the Advisory Agreement, noting that the Adviser provides investment management services to the Fund. The Board discussed the responsibilities of the Adviser, including: responsibility for the general management of the day-to-day investment and reinvestment of the assets of the Fund; determining the daily baskets of deposit securities and cash components; executing portfolio security trades for purchases and redemptions of Fund shares conducted on a cash-in-lieu basis; responsibility for daily monitoring of tracking error and quarterly reporting to the Board; and implementation of Board directives as they relate to the Fund. 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 and the quality of the Adviser’s compliance infrastructure. The Board also considered the Adviser’s experience managing exchange-traded funds (“ETFs”).

23

BlueStar Israel Technology ETF

 

APPROVAL OF ADVISORY AGREEMENT AND BOARD CONSIDERATIONS
For the Period Ended March 31, 2019 (Unaudited) (Continued)

 

The Board also considered other services provided to the Fund, such as overseeing the Fund’s service providers, monitoring adherence to the Fund’s investment restrictions, and monitoring compliance with various policies and procedures and with applicable securities laws.

 

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 provided to the Fund by the Adviser.

 

Historical Performance

The Board then considered the past performance of the Fund. The Board reviewed information regarding the performance history of the Fund over various time periods ending January 31, 2019, including the year-to-date period, the most recent one- and three-year periods and the period since the Fund’s inception. The Board noted management’s explanation that analysis of investment performance, in absolute terms, is less relevant for the Fund than it is for actively managed funds, given the Fund’s index-based investment objectives. The Board also noted management’s further explanation that it is more relevant to review the performance of the Fund by focusing on the extent to which the Fund tracked its underlying index. The Board reviewed information regarding the Fund’s index tracking, discussing, as applicable, factors which contributed to the Fund’s tracking error over certain periods of time. The Board noted that the Fund had underperformed its underlying index over certain periods, but that such underperformance was largely a result of costs incurred by the Fund not incurred by its underlying index. The Board noted management’s representation that the Fund’s performance was in an acceptable range relative to its underlying index. The Board concluded that, after taking these factors into account, the Fund satisfactorily tracked its underlying index. The Board further noted that it had received and would continue to receive regular reports regarding the Fund’s performance, including with respect to its tracking error, at its quarterly meetings.

 

Cost of Services Provided and Economies of Scale

The Board reviewed the advisory fee for the Fund and compared it to the total operating expenses of comparable ETFs, as determined by an independent third party. Among other information, the Board noted that the advisory fee for the Fund was higher than the average and median expense ratios for its comparable ETFs. The Board took into consideration management’s discussion of the fees, including that the Fund has a niche investment strategy and limited comparable ETFs.

 

The Board also noted the importance of the fact that the advisory fee for the Fund is a “unified fee,” meaning that the shareholders of the Fund pay no expenses other than the advisory fee and certain other costs such as interest, brokerage and extraordinary expenses and, to the extent it is implemented, fees pursuant to a Distribution and/or Shareholder Servicing (12b-1) Plan. The Board further noted that the Adviser was responsible for compensating the Trust’s other service providers and paying the Fund’s other expenses (except as noted above) out of its own fees and resources. The Board also evaluated the compensation and benefits received by the Adviser from its relationship with the Fund, taking into account profitability analysis provided by the Adviser. The Board concluded that the advisory fee for the Fund was reasonable in light of the factors considered.

 

In addition, the Board considered whether economies of scale may be realized for the Fund. The Board noted that the Adviser regularly considers whether fee reductions are appropriate as the Fund grows in size. The Board noted that a unitary fee provides a level of certainty in expenses for the Fund. The Trustees concluded that the flat advisory fee was reasonable.

 

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.

24

BlueStar Israel Technology ETF

 

APPROVAL OF ADVISORY AGREEMENT AND BOARD CONSIDERATIONS
For the Period Ended March 31, 2019 (Unaudited) (Continued)

 

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 Advisory Agreement are fair and reasonable; (b) concluded that the Adviser’s fees are reasonable in light of the services that the Adviser provides to the Fund; and (c) approved the renewal of the Advisory Agreement for another year.

25

BlueStar Israel Technology ETF

 

Expense Example

Six Months Ended March 31, 2019 (Unaudited)

 

As a shareholder of BlueStar Israel Technology ETF (the “Fund”) you incur two types of costs: (1) transaction costs, including brokerage commissions on purchases and sales of Fund shares, and (2) ongoing costs, including management fees and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (October 1, 2018 to March 31, 2019).

 

Actual Expenses

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

 

Hypothetical Example for Comparison Purposes

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

 

BlueStar Israel Technology ETF

 

                        Annualized  
      Beginning     Ending     Expenses     Expense Ratio  
      Account     Account     Paid     During Period  
      Value     Value     During     October 1, 2018  
      October 1,     March 31,     The     to March 31,  
      2018     2019     Period^     2019  
Actual     $ 1,000.00     $ 1,035.40     $ 3.81       0.75 %
                                   
Hypothetical (5% annual)     $ 1,000.00     $ 1,021.19     $ 3.78       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 182/365 (to reflect the period from October 1, 2018 to March 31, 2019).

26

BlueStar Israel Technology ETF

 

SUPPLEMENTARY INFORMATION

March 31, 2019 (Unaudited)

 

INFORMATION ABOUT PORTFOLIO HOLDINGS

 

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

 

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

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, WI 53212

 

Transfer Agent, Fund Accountant, and Fund Administrator

U.S. Bancorp Fund Services, LLC

Doing business as
U.S. Bank Global Fund Services
615 East Michigan Street, Milwaukee, WI 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





 

Semi-Annual Report

 

March 31, 2019

 

Etho Climate Leadership U.S. ETF

Ticker: ETHO

 

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

 

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

 

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

 


 

 

The fund is a series of ETF Managers Trust.


This Page Intentionally Left Blank.


Etho Climate Leadership U.S. ETF

 

TABLE OF CONTENTS 

March 31, 2019 (Unaudited)


     
    Page
Shareholders’ 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   17
     
Statement of Operations   18
     
Statements of Changes in Net Assets   19
     
Financial Highlights   20
     
Notes to the Financial Statements   21
     
Approval of Advisory Agreement and Board Consideration   30
     
Expense Example   33
     
Supplementary Information   34

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 six-month period from October 1, 2018 to March 31, 2019.

 

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

 

For the period ended March 31, 2019, the total return for the Fund was -0.43% while the total return for the Index was -0.56%. The best performing sectors in the Fund on the basis of contribution to return were Information Technology and Industrials while the worst performers were Consumer Staples and Communication Services.

 

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

 

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

 

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

 

Sincerely,

 

 

 

Samuel Masucci III 

Chairman of the Board

 

Samuel Masucci III is a registered representative of ETFMG Financial, LLC.

 


1 Etho Capital. www.ethocapital.com

2

Etho Climate Leadership U.S. ETF 

Growth of $10,000 (Unaudited)

 

 

 

Average Annual Returns
Period Ended March 31, 2019
  1 Year
Return
    Since Inception
(11/18/2015)
    Value of $10,000
(3/31/2019)
 
Etho Climate Leadership U.S. ETF (NAV)     9.28 %     13.52 %   $ 15,326  
Etho Climate Leadership U.S. ETF (Market)     9.25 %     13.50 %   $ 15,317  
S&P 500 Index     9.50 %     11.84 %   $ 14,576  
Etho Climate Leadership Index - U.S.     8.93 %     12.89 %   $ 15,043  

 

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 sale 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* (Unaudited)

 

    Security   % of Total
Investments
1   Advanced Micro Devices, Inc.   0.63%
2   Walt Disney Co.   0.53%
3   Ionis Pharmaceuticals, Inc.   0.46%
4   Lululemon Athletica, Inc.   0.46%
5   Xilinx, Inc.   0.44%
6   Ulta Beauty, Inc.   0.42%
7   Keysight Technologies, Inc.   0.41%
8   Dexcom, Inc.   0.40%
9   Integrated Device Technology   0.40%
10   Autozone, Inc.   0.39%
         
    Top Ten Holdings = 4.54% of Total Investments    
    * Current Fund holdings may not be indicative of future Fund holdings.    
4

Etho Climate Leadership U.S. ETF


Important Disclosures and Key Risk Factors

 

Investing involves risk, including the possible loss of principal. Shares of any ETF are bought and sold at market price (not NAV), may trade at a discount or premium to NAV and are not individually redeemed from the Fund. Brokerage commissions will reduce returns. Narrowly focused investments typically exhibit higher volatility.

 

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

 

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

 

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

 

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

5

Etho Climate Leadership U.S. ETF

 

PORTFOLIO ALLOCATIONS 

As of March 31, 2019 (Unaudited)


     
    Etho Climate
Leadership
U.S. ETF
As a percent of Net Assets:      
Bermuda  
1.7 %
Canada     0.4  
Ireland     0.6  
Jersey     0.3  
Switzerland     0.7  
United Kingdom     0.3  
United States     95.2  
Virgin Islands (UK)     0.2  
Short-Term and other Net Assets (Liabilities)     0.6  
      100.0 %
6

 

Etho Climate Leadership U.S. ETF

 

Schedule of Investments

March 31, 2019 (Unaudited)

 

    Shares     Value  
COMMON STOCKS - 99.4%                
Bermuda - 1.7%                
Chemicals - 0.3%                
Axalta Coating Systems, Ltd. (a)     4,740     $ 119,495  
Insurance - 1.4%                
Arch Capital Group, Ltd. (a)     5,017       162,149  
Everest Re Group, Ltd.     566       122,233  
RenaissanceRe Holdings, Ltd.     1,041       149,384  
White Mountains Insurance Group, Ltd.     174       161,034  
Total Insurance             594,800  
Total Bermuda             714,295  
                 
Canada - 0.4%                
Commercial Services & Supplies - 0.4%                
Waste Connections, Inc.     2,003       177,446  
                 
Ireland - 0.6%                
Electrical Equipment - 0.1%                
nVent Electric PLC     2,144       57,845  
Machinery - 0.2%                
Pentair PLC     2,130       94,806  
Pharmaceuticals - 0.3%                
Jazz Pharmaceuticals PLC (a)     947       135,374  
Total Ireland             288,025  
                 
Jersey - 0.3%                
Auto Components - 0.3%                
Aptiv PLC (b)     1,696       134,815  
                 
Switzerland - 0.7%                
Electronic Equipment, Instruments & Components - 0.3%                
TE Connectivity, Ltd. (b)     1,447       116,845  
Household Durables - 0.4%                
Garmin, Ltd.     2,466       212,939  
Total Switzerland             329,784  
                 
United Kingdom - 0.3%                
Insurance - 0.3%                
Aon PLC     1,027       175,308  
                 
United States - 95.2%                
Air Freight & Logistics - 0.7%                
CH Robinson Worldwide, Inc. (b)     1,544       134,313  
Expeditors International of Washington, Inc. (b)     2,280       173,052  
Total Air Freight & Logistics             307,365  
Airlines - 0.3%                
Southwest Airlines Co. (b)     2,513       130,450  

 

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

7

Etho Climate Leadership U.S. ETF

 

Schedule of Investments

March 31, 2019 (Unaudited) (Continued)

 

    Shares     Value  
Auto Components - 0.3%                
Garrett Motion, Inc. (a)     99     $ 1,458  
Gentex Corp. (b)     6,284       129,953  
Total Auto Components             131,411  
Automobiles - 0.5%                
Tesla, Inc. (a)(b)     537       150,285  
Thor Industries, Inc. (b)     1,257       78,399  
Total Automobiles             228,684  
Banks - 3.5%                
Bank of Hawaii Corp.     1,748       137,865  
Commerce Bancshares, Inc.     2,527       146,718  
Cullen/Frost Bankers, Inc.     1,365       132,501  
First Horizon National Corp.     7,714       107,842  
First Republic Bank (b)     1,552       155,913  
Fulton Financial Corp.     8,203       126,982  
People’s United Financial, Inc. (b)     7,834       128,791  
Signature Bank     1,015       129,991  
South State Corp. (b)     1,693       115,700  
SVB Financial Group (a)     595       132,304  
Synovus Financial Corp.     2,901       99,678  
Zions Bancorporation     2,744       124,605  
Total Banks             1,538,890  
Biotechnology - 2.2%                
Agios Pharmaceuticals, Inc. (a)     1,749       117,953  
Alnylam Pharmaceuticals, Inc. (a)     1,202       112,327  
Incyte Corp. (a)     1,717       147,679  
Ionis Pharmaceuticals, Inc. (a)(b)     3,247       263,559  
Seattle Genetics, Inc. (a)(b)     2,733       200,165  
Vertex Pharmaceuticals, Inc. (a)     877       161,324  
Total Biotechnology             1,003,007  
Building Products - 2.2%                
A.O. Smith Corp. (b)     2,274       121,250  
Apogee Enterprises, Inc.     3,327       124,729  
Fortune Brands Home & Security, Inc.     2,451       116,692  
Lennox International, Inc. (b)     704       186,137  
Masco Corp.     3,570       140,337  
Resideo Technologies, Inc. (a)     164       3,164  
Simpson Manufacturing Co., Inc.     2,504       148,412  
Trex Co., Inc. (a)(b)     2,631       161,859  
Total Building Products             1,002,580  
Capital Markets - 3.8%                
Cboe Global Markets, Inc.     1,261       120,350  
Charles Schwab Corp.     2,753       117,718  
CME Group, Inc.     898       147,793  
E*TRADE Financial Corp.     2,587       120,114  
Interactive Brokers Group, Inc. - Class A     2,136       110,816  
Intercontinental Exchange, Inc.     1,985       151,138  
                 

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

8

Etho Climate Leadership U.S. ETF

 

Schedule of Investments

March 31, 2019 (Unaudited) (Continued)


 
    Shares     Value  
KKR & Co, Inc. - Class A     7,144     $ 167,813  
Moody’s Corp. (b)     892       161,532  
MSCI, Inc.     964       191,681  
S&P Global, Inc.     753       158,544  
SEI Investments Co.     1,927       100,686  
T. Rowe Price Group, Inc.     1,344       134,561  
Total Capital Markets             1,682,746  
Chemicals - 3.4%                
Ecolab, Inc.     1,049       185,190  
FMC Corp.     1,881       144,498  
Ingevity Corp. (a)     1,941       204,989  
International Flavors & Fragrances, Inc. (b)     1,057       136,131  
Intrepid Potash, Inc. (a)     39,325       149,042  
Livent Corp. (a)     1,759       21,601  
PPG Industries, Inc.     1,293       145,941  
RPM International, Inc.     3,054       177,254  
Sherwin-Williams Co. (b)     366       157,640  
W.R. Grace & Co.     2,355       183,784  
Total Chemicals             1,506,070  
Commercial Services & Supplies - 1.1%                
Brink’s Co.     2,013       151,800  
Cintas Corp. (b)     845       170,783  
Copart, Inc. (a)(b)     2,810       170,258  
Total Commercial Services & Supplies             492,841  
Communications Equipment - 0.8%                
Cisco Systems, Inc. (b)     3,389       182,972  
F5 Networks, Inc. (a)(b)     989       155,204  
Total Communications Equipment             338,176  
Construction & Engineering - 0.7%                
EMCOR Group, Inc.     1,841       134,540  
Jacobs Engineering Group, Inc.     2,431       182,787  
Total Construction & Engineering             317,327  
Construction Materials - 0.6%                
Martin Marietta Materials, Inc.     692       139,217  
Vulcan Materials Co.     1,259       149,065  
Total Construction Materials             288,282  
Consumer Finance - 0.3%                
SLM Corp. (b)     12,770       126,551  
Containers & Packaging - 0.8%                
AptarGroup, Inc.     1,609       171,182  
Avery Dennison Corp.     1,360       153,680  
Total Containers & Packaging             324,862  
Distributors - 0.2%                
LKQ Corp. (a)     3,772       107,049  
Diversified Consumer Services - 0.3%                
H&R Block, Inc. (b)     5,748       137,607  


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

9

Etho Climate Leadership U.S. ETF

 

Schedule of Investments

March 31, 2019 (Unaudited) (Continued)


 
    Shares     Value  
Diversified Financial Services - 0.3%                
Voya Financial, Inc.     2,835     $ 141,637  
Diversified Telecommunication Services - 0.3%                
Zayo Group Holdings, Inc. (a)     4,189       119,051  
Electric Utilities - 0.4%                
Pinnacle West Capital Corp.     1,827       174,625  
Electrical Equipment - 1.9%                
Acuity Brands, Inc.     1,029       123,490  
Ametek, Inc.     1,890       156,813  
Emerson Electric Co.     2,125       145,499  
Generac Holdings, Inc. (a)     3,116       159,633  
Rockwell Automation, Inc.     830       145,632  
Sensata Technologies Holding PLC (a)(b)     2,762       124,345  
Total Electrical Equipment             855,412  
Electronic Equipment, Instruments & Components - 3.3%                
Amphenol Corp.- Class A (b)     1,670       157,715  
Badger Meter, Inc.     3,054       169,925  
CDW Corp.     2,047       197,269  
Dolby Laboratories, Inc. - Class A     2,264       142,564  
IPG Photonics Corp. (a)(b)     612       92,889  
Itron, Inc. (a)     2,000       93,300  
Keysight Technologies, Inc. (a)     2,731       238,143  
Littelfuse, Inc. (b)     689       125,729  
National Instruments Corp. (b)     2,861       126,914  
Trimble, Inc. (a)(b)     3,989       161,156  
Total Electronic Equipment, Instruments & Components             1,505,604  
Entertainment - 1.1%                
Netflix, Inc. (a)     484       172,575  
Walt Disney Co.     2,743       304,555  
Total Entertainment             477,130  
Food & Staples Retailing - 0.6%                
Costco Wholesale Corp. (b)     762       184,511  
PriceSmart, Inc.     1,717       101,097  
Total Food & Staples Retailing             285,608  
Food Products - 0.9%                
Hain Celestial Group, Inc. (a)(b)     4,464       103,208  
Kraft Heinz Co. (b)     2,352       76,793  
McCormick & Co., Inc. (b)     1,356       204,254  
Total Food Products             384,255  
Health Care Equipment & Supplies - 4.1%                
Align Technology, Inc. (a)     568       161,499  
Boston Scientific Corp. (a)     5,239       201,073  
Cooper Cos.     626       185,402  
DexCom, Inc. (a)     1,929       229,744  
Edwards Lifesciences Corp. (a)     1,025       196,113  
IDEXX Laboratories, Inc. (a)(b)     748       167,253  

 

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

10

Etho Climate Leadership U.S. ETF

 

Schedule of Investments

March 31, 2019 (Unaudited) (Continued)


 
    Shares     Value  
Intuitive Surgical, Inc. (a)     346     $ 197,421  
ResMed, Inc. (b)     1,464       152,212  
Stryker Corp.     894       176,583  
Teleflex, Inc.     562       169,814  
Total Health Care Equipment & Supplies             1,837,114  
Health Care Providers & Services - 2.8%                
AMN Healthcare Services, Inc. (a)(b)     2,522       118,761  
Anthem, Inc.     655       187,972  
Centene Corp. (a)     2,678       142,202  
Cigna Corp.     852       137,019  
Humana, Inc.     534       142,044  
Laboratory Corp. of America Holdings (a)     883       135,081  
MEDNAX, Inc. (a)     2,573       69,908  
Quest Diagnostics, Inc. (b)     1,443       129,755  
UnitedHealth Group, Inc.     674       166,653  
Total Health Care Providers & Services             1,229,395  
Health Care Technology - 0.6%                
Allscripts Healthcare Solutions, Inc. (a)(b)     11,589       110,559  
Cerner Corp. (a)(b)     2,466       141,080  
Total Health Care Technology             251,639  
Hotels, Restaurants & Leisure - 0.7%                
Choice Hotels International, Inc. (b)     1,795       139,543  
Starbucks Corp. (b)     2,503       186,073  
Total Hotels, Restaurants & Leisure             325,616  
Household Durables - 0.6%                
KB Home     5,042       121,865  
TopBuild Corp. (a)     1,869       121,149  
Total Household Durables             243,014  
Household Products - 1.2%                
Church & Dwight Co., Inc. (b)     2,865       204,073  
Colgate-Palmolive Co.     2,032       139,273  
Procter & Gamble Co.     1,850       192,493  
Total Household Products             535,839  
Independent Power and Renewable Electricity Producers - 1.1%                
NextEra Energy Partners LP (b)     3,652       170,329  
Ormat Technologies, Inc.     2,549       140,577  
Pattern Energy Group, Inc. - Class A     8,674       190,829  
Total Independent Power and Renewable Electricity Producers             501,735  
Industrial Conglomerates - 1.1%                
3M Co. (b)     660       137,135  
Honeywell International, Inc.     1,000       158,920  
Roper Technologies, Inc.     511       174,746  
Total Industrial Conglomerates             470,801  
Insurance - 2.2%                
Brighthouse Financial, Inc. (a)     2,785       101,068  
Brown & Brown, Inc.     5,657       166,938  
                 

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

11

Etho Climate Leadership U.S. ETF

 

Schedule of Investments

March 31, 2019 (Unaudited) (Continued)


 
    Shares     Value  
Chubb, Ltd. (b)     1,058     $ 148,205  
Cincinnati Financial Corp. (b)     1,956       168,020  
Markel Corp. (a)     122       121,541  
Marsh & McLennan Cos., Inc.     1,749       164,231  
Torchmark Corp. (b)     1,707       139,889  
Total Insurance             1,009,892  
Interactive Media & Services - 1.0%                
Alphabet, Inc. - Class C (a)     137       160,743  
TripAdvisor, Inc. (a)     3,499       180,024  
Zillow Group, Inc. - Class C (a)     2,659       92,374  
Total Interactive Media & Services             433,141  
Internet & Direct Marketing Retail - 1.0%                
Amazon.com, Inc. (a)     99       176,294  
Booking Holdings, Inc. (a)     67       116,909  
Expedia Group, Inc. (b)     1,303       155,057  
Total Internet & Direct Marketing Retail             448,260  
IT Services - 5.3%                
Automatic Data Processing, Inc. (b)     1,275       203,668  
Broadridge Financial Solutions, Inc.     1,314       136,249  
Cognizant Technology Solutions Corp. - Class A     1,787       129,468  
Fidelity National Information Services, Inc. (b)     1,495       169,085  
Fiserv, Inc. (a)(b)     2,006       177,090  
FleetCor Technologies, Inc. (a)     706       174,093  
Global Payments, Inc. (b)     1,283       175,155  
MasterCard, Inc. - Class A     819       192,834  
Paychex, Inc. (b)     2,365       189,673  
PayPal Holdings, Inc. (a)     1,886       195,842  
VeriSign, Inc. (a)     1,207       219,142  
Visa, Inc. (b)     1,201       187,584  
Worldpay, Inc. - Class A (a)     1,740       197,490  
Total IT Services             2,347,373  
Leisure Products - 0.3%                
Hasbro, Inc.     1,721       146,319  
Life Sciences Tools & Services - 1.3%                
Bio-Techne Corp.     950       188,623  
Illumina, Inc. (a)     605       187,967  
Waters Corp. (a)(b)     721       181,483  
Total Life Sciences Tools & Services             558,073  
Machinery - 5.6%                
Caterpillar, Inc.     987       133,729  
Crane Co.     1,555       131,584  
Donaldson Co., Inc. (b)     3,203       160,342  
Energy Recovery, Inc. (a)(b)     17,413       152,015  
Fortive Corp. (b)     1,849       155,113  
Graco, Inc. (b)     3,158       156,384  
IDEX Corp. (b)     1,013       153,713  
Illinois Tool Works, Inc. (b)     926       132,909  
ITT, Inc.     2,937       170,345  

 

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

12

Etho Climate Leadership U.S. ETF

 

Schedule of Investments

March 31, 2019 (Unaudited) (Continued)


 
    Shares     Value  
Lincoln Electric Holdings, Inc.     1,608     $ 134,863  
Middleby Corp. (a)(b)     1,156       150,315  
Snap-on, Inc. (b)     979       153,233  
Toro Co.     2,309       158,952  
WABCO Holdings, Inc. (a)     1,068       140,794  
Wabtec Corp. (b)     1,762       129,895  
Watts Water Technologies, Inc. - Class A     1,852       149,679  
Xylem, Inc. (b)     1,873       148,042  
Total Machinery             2,511,907  
Media - 1.0%                
Charter Communications, Inc. - Class A (a)(b)     460       159,578  
Fox Corp. - Class A (a)     1,304       47,870  
Liberty Broadband Corp. (a)     1,687       154,597  
Sirius XM Holdings, Inc. (b)     23,023       130,540  
Total Media             492,585  
Metals & Mining - 0.6%                
Compass Minerals International, Inc. (b)     2,434       132,337  
Reliance Steel & Aluminum Co.     1,689       152,449  
Total Metals & Mining             284,786  
Multiline Retail - 0.4%                
Dollar Tree, Inc. (a)(b)     1,507       158,295  
Multi-Utilities - 0.7%                
MDU Resources Group, Inc.     5,162       133,334  
Public Service Enterprise Group, Inc.     2,899       172,230  
Total Multi-Utilities             305,564  
Personal Products - 0.4%                
Estee Lauder Cos., Inc. - Class A     962       159,259  
Pharmaceuticals - 0.6%                
Bristol-Myers Squibb Co. (b)     2,296       109,542  
Zoetis, Inc.     1,720       173,152  
Total Pharmaceuticals             282,694  
Professional Services - 1.1%                
CoStar Group, Inc. (a)     394       183,770  
Nielsen Holdings PLC     4,681       110,799  
Verisk Analytics, Inc.     1,376       183,008  
Total Professional Services             477,577  
Real Estate Investment Trusts (REITs) - 3.5%                
Alexandria Real Estate Equities, Inc. (b)     1,164       165,940  
AvalonBay Communities, Inc.     884       177,445  
Crown Castle International Corp.     1,332       170,496  
Digital Realty Trust, Inc. (b)     1,383       164,577  
Hannon Armstrong Sustainable Infrastructure Capital, Inc.     7,597       194,787  
Prologis, Inc.     2,307       165,989  
Realty Income Corp. (b)     2,835       208,542  
                 

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

13

Etho Climate Leadership U.S. ETF

 

Schedule of Investments

March 31, 2019 (Unaudited) (Continued)


 
    Shares     Value  
Regency Centers Corp.     2,473     $ 166,903  
SBA Communications Corp. (a)     836       166,916  
Total Real Estate Investment Trusts (REITs)             1,581,595  
Real Estate Management & Development - 0.3%                
St. Joe Co. (a)     7,593       125,209  
Road & Rail - 1.2%                
Amerco (b)     415       154,177  
CSX Corp. (b)     2,585       193,409  
Union Pacific Corp.     1,075       179,740  
Total Road & Rail             527,326  
Semiconductors & Semiconductor Equipment - 7.9%                
Advanced Micro Devices, Inc. (a)(b)     14,242       363,457  
Analog Devices, Inc.     1,587       167,063  
Applied Materials, Inc.     2,599       103,076  
Cypress Semiconductor Corp. (b)     8,579       127,999  
First Solar, Inc. (a)     2,017       106,578  
Integrated Device Technology, Inc. (a)     4,684       229,469  
Intel Corp.     2,784       149,501  
KLA-Tencor Corp. (b)     1,332       159,054  
Lam Research Corp.     713       127,634  
Maxim Integrated Products, Inc.     2,414       128,352  
Microchip Technology, Inc. (b)     1,580       131,077  
NVIDIA Corp. (b)     617       110,789  
ON Semiconductor Corp. (a)(b)     5,851       120,355  
Power Integrations, Inc.     2,103       147,084  
Qorvo, Inc. (a)     2,031       145,684  
Qualcomm, Inc.     2,637       150,388  
Rambus, Inc. (a)     10,658       111,376  
Skyworks Solutions, Inc.     1,440       118,771  
SunPower Corp. (a)(b)     17,937       116,770  
Teradyne, Inc. (b)     3,147       125,376  
Texas Instruments, Inc.     1,404       148,922  
Universal Display Corp.     1,419       216,894  
Xilinx, Inc.     2,001       253,707  
Total Semiconductors & Semiconductor Equipment             3,559,376  
Software - 4.3%                
Adobe Systems, Inc. (a)     661       176,150  
Ansys, Inc. (a)     913       166,814  
Autodesk, Inc. (a)     1,139       177,479  
Intuit, Inc.     828       216,447  
Palo Alto Networks, Inc. (a)(b)     787       191,147  
Red Hat, Inc. (a)     956       174,661  
salesforce.com, Inc. (a)(b)     1,230       194,795  
ServiceNow, Inc. (a)     865       213,214  
Splunk, Inc. (a)     1,454       181,168  
Workday, Inc. - Class A (a)(b)     1,124       216,764  
Total Software             1,908,639  


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

14

Etho Climate Leadership U.S. ETF

 

Schedule of Investments

March 31, 2019 (Unaudited) (Continued)


 
    Shares     Value  
Specialty Retail - 4.7%                
Aaron’s, Inc. (b)     3,076     $ 161,798  
AutoZone, Inc. (a)     220       225,307  
L Brands, Inc.     3,897       107,479  
Lowe’s Cos., Inc.     1,652       180,844  
O’Reilly Automotive, Inc. (a)     578       224,437  
Ross Stores, Inc.     1,844       171,676  
The Home Depot, Inc.     811       155,623  
Tiffany & Co. (b)     1,480       156,214  
TJX Cos., Inc.     3,539       188,310  
Tractor Supply Co.     2,289       223,773  
Ulta Beauty, Inc. (a)(b)     700       244,112  
Total Specialty Retail             2,039,573  
Technology Hardware, Storage & Peripherals - 0.7%                
Apple, Inc.     858       162,977  
NetApp, Inc. (b)     2,346       162,672  
Total Technology Hardware, Storage & Peripherals             325,649  
Textiles, Apparel & Luxury Goods - 2.6%                
Hanesbrands, Inc.     7,913       141,484  
Lululemon Athletica, Inc. (a)     1,604       262,848  
PVH Corp.     945       115,243  
Ralph Lauren Corp.     1,293       167,676  
Tapestry, Inc.     2,765       89,835  
Under Armour, Inc. - Class A (a)(b)     8,754       185,060  
VF Corp. (b)     1,953       169,735  
Total Textiles, Apparel & Luxury Goods             1,131,881  
Thrifts & Mortgage Finance - 1.3%                
Capitol Federal Financial, Inc.     12,170       162,470  
New York Community Bancorp, Inc. (b)     11,358       131,412  
TFS Financial Corp.     10,035       165,276  
Washington Federal, Inc. (b)     4,186       120,934  
Total Thrifts & Mortgage Finance             580,092  
Trading Companies & Distributors - 2.3%                
Air Lease Corp. (b)     3,376       115,966  
Fastenal Co. (b)     2,675       172,029  
GATX Corp. (b)     2,115       161,523  
Herc Holdings, Inc. (a)     2,202       85,834  
MSC Industrial Direct Co., Inc. - Class A     1,592       131,674  
United Rentals, Inc. (a)     828       94,599  
WESCO International, Inc. (a)     2,307       122,294  
W.W. Grainger, Inc. (b)     511       153,775  
Total Trading Companies & Distributors             1,037,694  
Water Utilities - 2.2%                
American States Water Co.     2,723       194,150  
American Water Works Co., Inc.     1,761       183,602  
Aqua America, Inc. (b)     4,258       155,162  


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

15

Etho Climate Leadership U.S. ETF

 

Schedule of Investments

March 31, 2019 (Unaudited) (Continued)


 
    Shares     Value  
California Water Service Group     3,878     $ 210,497  
Middlesex Water Co.     3,941       220,656  
Total Water Utilities             964,067  
Total United States             42,399,199  
                 
Virgin Islands (UK) - 0.2%                
Textiles, Apparel & Luxury Goods - 0.2%                
Capri Holdings, Ltd. (a)     2,306       105,500  
TOTAL COMMON STOCKS (Cost $38,556,849)             44,324,372  
                 
INVESTMENT COMPANIES - 0.3%                
Closed-End Funds - 0.3%                
Altaba, Inc. (a)     1,932       143,200  
TOTAL INVESTMENT COMPANIES (Cost $131,886)             143,200  
                 
SHORT-TERM INVESTMENTS - 0.2%                
Money Market Funds - 0.2%                
Invesco Advisers, Inc. STIT - Treasury Portfolio - Institutional Class, 2.33%(c)     105,083       105,083  
TOTAL MONEY MARKET FUNDS (Cost $105,083)             105,083  
                 
INVESTMENTS PURCHASED WITH SECURITIES LENDING COLLATERAL - 29.5%                
Mount Vernon Liquid Assets Portfolio, LLC, 2.61% (c)
            13,135,685  
TOTAL INVESTMENTS PURCHASED WITH SECURITIES LENDING COLLATERAL (Cost $13,135,685)             13,135,685  
                 
Total Investments (Cost $51,929,503) - 129.4%             57,708,340  
Liabilities in Excess of Other Assets - (29.4)%             (13,122,399 )
TOTAL NET ASSETS - 100.0%           $ 44,585,941  


Percentages are stated as a percent of net assets.

 


(a) Non-income producing security.

(b) All or a portion of this security was out on loan as of March 31, 2019.

(c) The rate quoted is the annualized seven-day yield at March 31, 2019.

 

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

 

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

16

 

Etho Climate Leadership U.S. ETF

 

STATEMENT OF ASSETS AND LIABILITIES
As of March 31, 2019 (Unaudited)


 
    Etho Climate
Leadership U.S.
ETF
 
ASSETS        
Investments in unaffiliated securities, at value*   $ 57,708,340  
Cash     932  
Receivables:        
Dividends and interest receivable     27,240  
Securities lending income receivable     1,767  
Total Assets     57,738,279  
         
LIABILITIES        
Collateral received for securities loaned (Note 7)     13,135,685  
Payables:        
Management fees payable     16,653  
Total Liabilities     13,152,338  
Net Assets     44,585,941  
         
NET ASSETS CONSIST OF:        
Paid-in Capital   $ 39,274,646  
Total Distributable Earnings     5,311,295  
Net Assets   $ 44,585,941  
         
*Identified Cost:        
Investments in unaffiliated securities   $ 51,929,503  
         
Shares Outstanding^     1,200,000  
Net Asset Value, Offering and Redemption Price per Share   $ 37.15  
 

^

No par value, unlimited number of shares authorized

 

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

17

Etho Climate Leadership U.S. ETF

 

STATEMENT OF OPERATIONS
Six Months Ended March 31, 2019 (Unaudited)


 
    Etho Climate
Leadership U.S.
ETF
 
INVESTMENT INCOME        
Income:        
Dividends from unaffiliated securities (net of foreign withholdings tax of $143)   $ 250,304  
Interest     1,904  
Securities lending income     10,059  
Total Investment Income     262,267  
Expenses:        
Management fees     84,191  
Total Expenses     84,191  
Net Investment Income     178,076  
         
REALIZED & UNREALIZED GAIN (LOSS) ON INVESTMENTS        
Net Realized Loss on:        
Unaffiliated investments     (14,058 )
Net Realized Loss on Investments and In-Kind Redemptions     (14,058 )
Net Change in Unrealized Appreciation of:        
Unaffiliated investments     152,704  
Net Realized and Unrealized Gain on Investments     138,646  
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS   $ 316,722  

 

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

18

Etho Climate Leadership U.S. ETF

 

STATEMENTS OF CHANGES IN NET ASSETS


 
    Period Ended
March 31,
2019
(Unaudited)
    Year Ended
September 30,
2018
 
OPERATIONS                
Net investment income
  $ 178,076     $ 228,481  
Net realized gain (loss) on investments and In-Kind Redemptions
    (14,058 )     573,638  
Net change in unrealized appreciation of investments
    152,704       3,643,214  
Net increase in net assets resulting from operations
  $ 316,722     $ 4,445,333  
                 
DISTRIBUTIONS TO SHAREHOLDERS                
Total Distributions to Shareholders
    (182,776 )     (248,686 )
                 
CAPITAL SHARE TRANSACTIONS                
Net increase in net assets derived from net change in outstanding shares (a)
    8,825,180       12,222,365  
Net increase in net assets
  $ 8,959,126     $ 16,419,012  
                 
NET ASSETS                
Beginning of Period/Year
    35,626,815       19,207,803  
End of Period/Year
  $ 44,585,941     $ 35,626,815  

 

(a)

Summary of share transactions is as follows:

 

     

Period Ended

March 31, 2019

(Unaudited)

   

Year Ended

September 30, 2018

 
      Shares     Amount     Shares     Amount  
Shares Sold       250,000     $ 8,825,180       500,000     $ 17,289,620  
Shares Redeemed                   (150,000 )     (5,067,255 )
Net Transactions in Fund Shares       250,000     $ 8,825,180       350,000     $ 10,294,350  
Beginning Shares       950,000               600,000          
Ending Shares       1,200,000               950,000          

 

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

19

Etho Climate Leadership U.S. ETF

 

FINANCIAL HIGHLIGHTS

For a capital share outstanding throughout the period/year


 
    Period Ended
March 31,
2019
(Unaudited)
    Year
Ended
September 30,
2018
    Year
Ended
September 30,
2017
    Period
Ended
September 30,
20161
 
                         
Net Asset Value, Beginning of Period/Year   $ 37.50     $ 32.01     $ 27.00     $ 25.00  
Income from Investment Operations:                                
Net investment income 2     0.17       0.29       0.31       0.23  
Net realized and unrealized gain (loss) on investments     (0.36 )     5.51       5.09       1.87  
Total from investment operations     (0.19 )     5.80       5.40       2.10  
Less Distributions:                                
Distributions from net investment income     (0.16 )     (0.29 )     (0.25 )     (0.10 )
Net realized gains           (0.02 )     (0.14 )      
Total distributions     (0.16 )     (0.31 )     (0.39 )     (0.10 )
Net asset value, end of period/year   $ 37.15     $ 37.50     $ 32.01     $ 27.00  
Total Return     -0.43 %3     18.16 %     20.14 %     8.43 %3
                                 
Ratios/Supplemental Data:                                
Net assets at end of period/year (000’s)   $ 44,586     $ 35,627     $ 19,208     $ 6,751  
                                 
Expenses to Average Net Assets     0.45 %4     0.45 %     0.45 %     0.50 %4
Net Investment Income to Average Net Assets     0.95 %4     0.82 %     1.03 %     1.04 %4
Portfolio Turnover Rate     1 %3     19 %     45 %     25 %3

 

1

Commencement of operations on November 18, 2015.

2

Calculated based on average shares outstanding during the period/year.

3

Not annualized.

4

Annualized.

 

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

20

Etho Climate Leadership U.S. ETF

 

NOTES TO FINANCIAL STATEMENTS 

March 31, 2019 (Unaudited)


 

NOTE 1 – ORGANIZATION

 

The 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 – U.S. (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.

21

Etho Climate Leadership U.S. ETF

 

NOTES TO FINANCIAL STATEMENTS 

March 31, 2019 (Unaudited) (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 March 31, 2019, the Fund did not hold any fair valued securities.

 

As described above, the Fund utilizes various methods to measure the fair value of its investments on a recurring basis. U.S. GAAP establishes a hierarchy that prioritizes inputs to valuation methods. The three levels of inputs are:

 


Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access.

 


Level 2 Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.

 


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

 

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

 

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

22

 

Etho Climate Leadership U.S. ETF

 

NOTES TO FINANCIAL STATEMENTS 

March 31, 2019 (Unaudited) (Continued)


 

The following table presents a summary of the Funds’ investments in securities, at fair value, as of March 31, 2019:

 

Etho Climate Leadership U.S. ETF

Assets^   Level 1     Level 2     Level 3     Total  
Common Stocks   $ 44,324,372     $     $     $ 44,324,372  
Closed-End Funds     143,200                   143,200  
Short-Term Investments     105,083                   105,083  
Investments Purchased with Securities Lending Collateral*                       13,135,685  
Total Investments in Securities   $ 44,572,655     $     $     $ 57,708,340  

 

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

 

* 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 2018 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 March 31, 2019, management has reviewed the tax positions for open periods (for federal purposes, three years from the date of filing and for state purposes, four years from the date of filing) as applicable to the Fund, and has determined that no provision for income tax is required in the Fund’s financial statements

 


C. Security Transactions and Investment Income. Investment securities transactions are accounted for on the trade date. Gains and losses realized on sales of securities are determined on a specific identification basis. Discounts/premiums on debt securities purchased are accreted/amortized over the life of the respective securities using the effective interest method. Dividend income is recorded on the ex-dividend date. Interest income is recorded on an accrual basis. Income, including gains, from investments in foreign securities received by the Fund may be subject to income, withholding or other taxes imposed by foreign countries
23

Etho Climate Leadership U.S. ETF

 

NOTES TO FINANCIAL STATEMENTS 

March 31, 2019 (Unaudited) (Continued)


 


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

 


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

 


F. Use of Estimates. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.

 


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

 


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

 

NOTE 3 – RISK FACTORS 

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

 

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

 

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

24

Etho Climate Leadership U.S. ETF

 

NOTES TO FINANCIAL STATEMENTS 

March 31, 2019 (Unaudited) (Continued)


 

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

 

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

 

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

 

NOTE 4 – COMMITMENTS AND OTHER RELATED PARTY TRANSACTIONS.

 

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

 

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

 

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

 

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

25

Etho Climate Leadership U.S. ETF

 

NOTES TO FINANCIAL STATEMENTS 

March 31, 2019 (Unaudited) (Continued)


 

NOTE 5 – DISTRIBUTION PLAN

 

The Fund has adopted a Plan of Distribution pursuant to Rule 12b-1 under the 1940 Act. Under the Plan, the Fund may pay compensation to the Distributor or any other distributor or financial institution with which the Trust has an agreement with respect to the Fund, with the amount of such compensation not to exceed an annual rate of 0.25% of each Fund’s average daily net assets. For the period ended March 31, 2019, the Fund did not incur any 12b-1 expenses.

 

NOTE 6 - PURCHASES AND SALES OF SECURITIES

 

The costs of purchases and sales of securities, excluding short-term securities and in-kind transactions, for the period ended March 31, 2019:

 

    Purchases     Sales  
Etho Climate Leadership U.S. ETF   $ 721,409     $ 411,421  

 

The costs of purchases and sales of in-kind transactions associated with creations and redemptions for the period ended March 31, 2019:

 

    Purchases
In-Kind
    Sales
In-Kind
 
                 
Etho Climate Leadership U.S. ETF   $ 8,708,068     $  

 

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 period ended March 31, 2019.

 

NOTE 7 — SECURITIES LENDING

 

The Fund may lend up to 33 1/3% of the value of the securities in its portfolio to brokers, dealers and financial institutions (but not individuals) under terms of participation in a securities lending program administered by U.S. Bank N.A. (“the Custodian”). The securities lending agreement requires that loans are collateralized at all times in an amount equal to at least 102% of the value of any loaned securities at the time of the loan, plus accrued interest. The Fund receives compensation in the form of fees and earn interest on the cash collateral. The amount of fees depends on a number of factors including the type of security and length of the loan. The Fund continues to receive interest payments or dividends on the securities loaned during the borrowing period. Gain or loss in the fair value of securities loaned that may occur during the term of the loan will be for the account of the Fund. The Fund has the right under the terms of the securities lending agreement to recall the securities from the borrower on demand. As of March 31, 2019, the Fund had loaned securities and received cash collateral for the loans. The cash collateral is invested by the Custodian in accordance with approved investment guidelines. Those guidelines require the cash collateral to be invested in readily marketable, high quality, short-term obligations; however, such investments are subject to risk of payment delays or default on the part of the issuer or counterparty or otherwise may not generate sufficient interest to support the costs associated with securities lending. The Fund could also experience delays in recovering its securities and possible loss of income or value if the borrower fails to return the borrowed securities, although the Fund is indemnified from this risk by contract with the securities lending agent.

26

Etho Climate Leadership U.S. ETF

 

NOTES TO FINANCIAL STATEMENTS 

March 31, 2019 (Unaudited) (Continued)


 

As of March 31, 2019, the value of the securities on loan and payable for collateral due to broker were as follows:

 

Value of Securities on Loan and Collateral Received

 

Fund   Values of
Securities
on Loan
    Fund
Collateral
Received*
 
Etho Climate Leadership U.S. ETF   $ 12,934,133     $ 13,135,685  

 

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

 

NOTE 8 – FEDERAL INCOME TAXES

 

The components of distributable earnings (losses) and cost basis of investments for federal income tax purposes at September 30, 2018 were as follows:

 

    Cost     Gross
Unrealized
Appreciation
    Gross
Unrealized
Depreciation
    Net
Unrealized
Appreciation
(Depreciation)
 
Etho Climate Leadership U.S. ETF   $ 34,037,195     $ 6,451,732     $ (965,712 )   $ 5,486,020  

 


 
  Undistributed
Ordinary
Income
    Undistributed
Long-term
Gain
    Total
Distributable
Earnings
    Other
Accumulated
Loss
    Total
Accumulated
Gain
 
Etho Climate Leadership U.S. ETF   $ 18,612     $     $ 18,612     $ (327,283 )   $ 5,177,349  

 

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, 2018, the Fund had accumulated capital loss carryovers of:

 

    Capital
Loss
Carryover
ST
    Capital
Loss
Carryover
LT
    Expires  
Etho Climate Leadership U.S. ETF     221,915       105,368       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 Fund 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, 2018.

27

Etho Climate Leadership U.S. ETF

 

NOTES TO FINANCIAL STATEMENTS 

March 31, 2019 (Unaudited) (Continued)


 

    Late Year
Ordinary
Loss
    Post-October
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, 2018, the following table shows the reclassifications made:

 

    Undistributed
Accumulated Net
Investment Loss
    Accumulated
Net Realized
Loss
    Paid-In
Capital
 
Etho Climate Leadership U.S. ETF   $ 1,906     $ (961,090 )   $ 959,184  

 

The tax character of distributions paid by the Fund during the Fiscal years ended September 30, 2018 and September 30, 2017 are as follows:

 

    Year Ended September 30, 2018     Year Ended September 30, 2017  
    From
Ordinary
Income
    From Capital
Games
    From Ordinary
Income
    From
Capital
Gains
 
Etho Climate Leadership U.S.   $ 248,686     $     $ 149,309     $ 1,395  

 

NOTE 9 – NEW ACCOUNTING PRONOUNCEMENTS

 

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

 

In March 2017, the FASB issued ASU No. 2017-08, Receivables – Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities (“ASU 2017- 08”). The amendments in the ASU 2017-08 shorten the amortization period for certain callable debt securities, held at a premium, to be amortized to the earliest call date. The ASU 2017-08 does not require an accounting change for securities held at a discount; which continues to be amortized to maturity. The ASU 2017-08 is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2018. Management is currently evaluating the impact, if any, of applying this provision. 

28

Etho Climate Leadership U.S. ETF

 

NOTES TO FINANCIAL STATEMENTS 

March 31, 2019 (Unaudited) (Continued)


 

NOTE 10 – LEGAL MATTERS

 

The Trust, the trustees of the Trust, the Adviser and certain officers of the Adviser are defendants in an action filed May 2, 2017 in the Superior Court of New Jersey captioned PureShares, LLC d/b/a PureFunds et al. v. ETF Managers Group, LLC et al., Docket No. C-63-17. The PureShares action alleges claims based on disputes arising out of contractual relationships with the Adviser. The action seeks damages in unspecified amounts and injunctive relief based on breach of contract, wrongful termination, and several other theories. At the outset of the litigation, and again a few weeks later, plaintiffs sought temporary injunctive relief. Both motions were denied, and the matter is now proceeding through pretrial discovery. The defendants believe the lawsuit is without merit and intend to vigorously defend themselves against the allegations.

 

The Adviser and its parent, Exchange Traded Managers Group, LLC are defendants in a case filed on October 26, 2017 in the United States District Court for the Southern District of New York by NASDAQ, Inc. captioned Nasdaq, Inc. v. Exchange Traded Managers Group, LLC et al., Case 1:17- cv-08252. This action arises out of related facts and circumstances in the New Jersey litigation and asserts claims for breach of contract, wrongful termination and certain other theories with respect to the same exchange traded Fund discussed above. The defendants in the Southern District actions believe the lawsuit is without merit and asserted counterclaims against NASDAQ for breaches of its duties under the related index license agreement and various other agreements. A bench trial on this matter began on May 13, 2019 and is ongoing as of the date of the mailing of the Funds semi-annual report. Management of the Trust and the Fund, after consultation with legal counsel, believes that the resolution of these matters will not have a material adverse effect on the Fund’s financial statements.

 

NOTE 11 – SUBSEQUENT EVENTS

 

In preparing these financial statements, the Fund has evaluated events and transactions for potential recognition or disclosure through the date the financial statements were issued. 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

 

APPROVAL OF ADVISORY AGREEMENT AND BOARD CONSIDERATIONS 

For the Period Ended March 31, 2019 (Unaudited)


 

Pursuant to Section 15(c) of the Investment Company Act of 1940 (the “1940 Act”), at a meeting held on March 22, 2019, the Board of Trustees (the “Board”) of ETF Managers Trust (the “Trust”) considered the renewal of the Investment Advisory Agreement (the “Advisory Agreement”) between ETF Managers Group LLC (the “Adviser”) and the Trust, on behalf of Etho Climate Leadership U.S. ETF (the “Fund”).

 

Pursuant to Section 15(c) of the 1940 Act, the Board must annually review and approve the Advisory Agreement after its initial two-year term: (i) by the vote of the Trustees or by a vote of the shareholders of the Fund; and (ii) by the vote of a majority of the Trustees who are not parties to the Advisory 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. Each year, the Board calls and holds a meeting to decide whether to renew the Advisory Agreement for an additional one-year term. 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 provided to the Fund’s shareholders by the Adviser; (ii) the investment performance of the Fund; (iii) the Adviser’s costs and profits realized in providing services to the Fund, including any fall-out benefits enjoyed by the Adviser; (iv) comparative fee and expense data for the Fund in relation to other similar investment companies; (v) the extent to which economies of scale would be realized as the Fund grows and whether the advisory fees for the Fund reflects these economies of scale for the benefit of the Fund; and (vi) other financial benefits to the Adviser and its affiliates resulting from services 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 March 22, 2019, and throughout the year. Among other things, the Adviser provided responses to a detailed series of questions, which included information about the Adviser’s operations, service offerings, personnel, compliance program and financial condition. The Board then discussed the written and oral information that it received before the meeting and throughout the year, and the Adviser’s oral presentations and any other information that the Board received at the meeting, and deliberated on the renewal of the Advisory 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 renewal of the Advisory Agreement, and the weight to be given to each such factor. The conclusions reached with respect to the Advisory 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 by the Adviser 

The Trustees considered the scope of services provided under the Advisory Agreement, noting that the Adviser provides investment management services to the Fund. The Board discussed the responsibilities of the Adviser, including: responsibility for the general management of the day-to-day investment and reinvestment of the assets of the Fund; determining the daily baskets of deposit securities and cash components; executing portfolio security trades for purchases and redemptions of Fund shares conducted on a cash-in-lieu basis; responsibility for daily monitoring of tracking error and quarterly reporting to the Board; and implementation of Board directives as they relate to the Fund. 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 and the quality of the Adviser’s compliance infrastructure. The Board also considered the Adviser’s experience managing exchange-traded funds (“ETFs”).

30

Etho Climate Leadership U.S. ETF

 

APPROVAL OF ADVISORY AGREEMENT AND BOARD CONSIDERATIONS 

For the Period Ended March 31, 2019 (Unaudited) (Continued)


 

The Board also considered other services provided to the Fund, such as overseeing the Fund’s service providers, monitoring adherence to the Fund’s investment restrictions, and monitoring compliance with various policies and procedures and with applicable securities laws.

 

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 provided to the Fund by the Adviser.

 

Historical Performance

 

The Board then considered the past performance of the Fund. The Board reviewed information regarding the performance history of the Fund over various time periods, including the year-to-date period, the most recent one- and three-year periods and the period since the Fund’s inception. The Board noted management’s explanation that analysis of investment performance, in absolute terms, is less relevant for the Fund than it is for actively managed funds, given the Fund’s index-based investment objectives. The Board also noted management’s further explanation that it is more relevant to review the performance of the Fund by focusing on the extent to which the Fund tracked its underlying index. The Board reviewed information regarding the Fund’s index tracking, discussing, as applicable, factors which contributed to the Fund’s tracking error over certain periods of time. The Board noted management’s representation that the Fund’s performance was in an acceptable range relative to its underlying index. The Board concluded that the Fund satisfactorily tracked its underlying index. The Board further noted that it had received and would continue to receive regular reports regarding the Fund’s performance, including with respect to its tracking error, at its quarterly meetings.

 

Cost of Services Provided and Economies of Scale

 

The Board reviewed the advisory fee for the Fund and compared it to the total operating expenses of comparable ETFs, as determined by an independent third party. Among other information, the Board further noted that the advisory fee of the Fund was lower than the average and median expense ratios of its comparable ETFs. The Board took into consideration management’s discussion of the fees, including that the Fund has a niche investment strategy and limited comparable ETFs.

 

The Board also noted the importance of the fact that the advisory fee for the Fund is a “unified fee,” meaning that the shareholders of the Fund pay no expenses other than the advisory fee and certain other costs such as interest, brokerage and extraordinary expenses and, to the extent it is implemented, fees pursuant to a Distribution and/or Shareholder Servicing (12b-1) Plan. The Board further noted that the Adviser was responsible for compensating the Trust’s other service providers and paying the Fund’s other expenses (except as noted above) out of its own fees and resources. The Board also evaluated the compensation and benefits received by the Adviser from its relationship with the Fund, taking into account a profitability report provided by the Adviser. The Board concluded that the advisory fee for the Fund was reasonable in light of the factors considered.

 

In addition, the Board considered whether economies of scale may be realized for the Fund. The Board noted that the Adviser regularly considers whether fee reductions are appropriate as the Fund grows in size. The Board noted that a unitary fee provides a level of certainty in expenses for the Fund. The Trustees concluded that the flat advisory fee was reasonable.

 

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.

31

Etho Climate Leadership U.S. ETF

 

APPROVAL OF ADVISORY AGREEMENT AND BOARD CONSIDERATIONS 

For the Period Ended March 31, 2019 (Unaudited) (Continued)


 

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 Advisory Agreement are fair and reasonable; (b) concluded that the Adviser’s fees are reasonable in light of the services that the Adviser provides to the Fund; and (c) approved the renewal of the Advisory Agreement for another year.

32

Etho Climate Leadership U.S. ETF

 

EXPENSE EXAMPLE 

Six Months Ended March 31, 2019 (Unaudited)


 

As a shareholder of Etho Climate Leadership U.S. ETF (the “Fund”) you incur two types of costs: (1) transaction costs, including brokerage commissions on purchases and sales of Fund shares, and (2) ongoing costs, including management fees and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (October 1, 2018 to March 31, 2019).

 

Actual Expenses 

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

 

Hypothetical Example for Comparison Purposes 

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

 

Etho Climate Leadership U.S. ETF

 

      Beginning
Account
Value
October 1,
2018
    Ending
Account
Value March
31, 2019
    Expenses
Paid
During The
Period^
    Annualized
Expense Ratio
During Period
October 1,
2018 to March
31, 2019
 
Actual     $ 1,000.00     $ 995.70     $ 2.24       0.45 %
                                   
Hypothetical                                  
(5% annual)     $ 1,000.00     $ 1,022.69     $ 2.27       0.45 %

 

^ The dollar amounts shown as expenses paid during the period are equal to the annualized sixmonth expense ratio multiplied by the average account value during the period, multiplied by 182/365 (to reflect the period from October 1, 2018 to March 31, 2019).

33

Etho Climate Leadership U.S. ETF

 

SUPPLEMENTARY INFORMATION 

March 31, 2019 (Unaudited)


 

INFORMATION ABOUT PORTFOLIO HOLDINGS

 

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

 

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. 

34

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This Page Intentionally Left Blank. 


This Page Intentionally Left Blank. 


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, WI 53212

 

Transfer Agent, Fund Accountant and Fund Administrator 

U.S. Bancorp Fund Services, LLC 

doing business as 

U.S. Bank Global Fund Services 

615 East Michigan Street, Milwaukee, WI 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




 
 

 

Semi-Annual
Report

 

March 31, 2019

 

AI Powered Equity ETF
Ticker: AIEQ

 

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

 

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

 

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

 


 
 

 

The fund is a series of ETF Managers Trust.


This Page Intentionally Left Blank.


AI Powered Equity ETF

 

TABLE OF CONTENTS
March 31, 2019 (Unaudited)


 
    Page
Shareholders’ 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
     
Statements of Assets and Liabilities   12
     
Statement of Operations   13
     
Statements of Changes in Net Assets   14
     
Financial Highlights   15
     
Notes to the Financial Statements   16
     
Approval of Advisory Agreement and Board Consideration   25
     
Expense Example   28
     
Supplementary Information   29

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 six-month period October 1, 2018, to March 31, 2019.

 

The AI Powered Equity ETF is actively managed and seeks capital appreciation. Over the six-month period, the total return for the Fund was -3.55%, while the total return for its benchmark, the S&P 500 Index, was -1.72%.

 

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

 

You can find further details about AIEQ by visiting www.aieqetf.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  
Period Ended March 31, 2019   Return     (10/18/2017)     (3/31/2019)  
AI Powered Equity ETF (NAV)     9.43 %     9.65 %   $ 11,432  
AI Powered Equity ETF (Market)     8.61 %     9.11 %   $ 11,350  
S&P 500 Index     9.50 %     9.43 %   $ 11,399  

 

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 18, 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* (Unaudited)
         
    Security   % of Total
Investments
1   Alphabet, Inc.   3.08%
2   Netapp, Inc.   2.07%
3   Amazon.com, Inc.   1.65%
4   SS&C Technologies Holdings, Inc.   1.65%
5   Aaron’s, Inc.   1.53%
6   Motorola Solutions, Inc.   1.52%
7   Brown Forman Corp.   1.40%
8   SVB Financial Group   1.38%
9   Costco Wholesale Corp.   1.29%
10   Apple, Inc.   1.24%
         
    Top Ten Holdings = 16.81% of Total Investments    
    * Current Fund holdings may not be indicative of future Fund holdings.    
4

AI Powered Equity ETF

 


 
Important Disclosures and Key Risks Factors

 

Investing involves risk, including the possible loss of principal. Shares of any ETF are bought and sold at market price (not NAV), may trade at a discount or premium to NAV and are not individually redeemed from the Fund. Brokerage commissions will reduce returns. Narrowly focused investments typically exhibit higher volatility. The equity securities held in the Fund’s portfolio may experience sudden, unpredictable drops in value or long periods of decline in value. This may occur because of factors that affect securities markets generally or factors affecting specific issuers, industries, or sectors in which the Fund invests such as political, market and economic developments, as well as events that impact specific issuers.

 

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

 

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

 

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

 

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

 

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

5

AI Powered Equity ETF

 

PORTFOLIO ALLOCATIONS
As of March 31, 2019 (Unaudited)


     
    AI Powered
Equity ETF
As a percent of Net Assets:      
United States     96.6 %
Short-Term and other Net Assets (Liabilities)     3.4  
      100.0 %
6

AI Powered Equity ETF

 

Schedule of Investments 

March 31, 2019 (Unaudited)


 
    Shares     Value  
COMMON STOCKS - 95.7%                
United States - 95.7%                
Aerospace & Defense - 1.7%                
General Dynamics Corp.     1,691     $ 286,252  
Huntington Ingalls Industries, Inc.     3,561       737,839  
Northrop Grumman Corp.     3,619       975,683  
Textron, Inc.     9,499       481,219  
Total Aerospace & Defense    
      2,480,993  
Airlines - 0.7%                
Southwest Airlines Co. (b)     19,522       1,013,387  
Automobiles - 0.7%                
Tesla, Inc. (a)(b)     3,895       1,090,055  
Banks - 4.2%                
CIT Group, Inc.     27,755       1,331,407  
Hancock Whitney Corp.     47,449       1,916,940  
SVB Financial Group (a)     11,401       2,535,126  
Western Alliance Bancorp. (a)     8,947       367,185  
Total Banks    
      6,150,658  
Beverages - 2.5%                
Brown-Forman Corp. (b)     48,757       2,573,394  
Monster Beverage Corp. (a)     18,367       1,002,471  
Total Beverages    
      3,575,865  
Biotechnology - 2.3%                
AbbVie, Inc.     2,657       214,128  
Alexion Pharmaceuticals, Inc. (a)(b)     13,652       1,845,477  
Amgen, Inc.     6,644       1,262,227  
Total Biotechnology    
      3,321,832  
Capital Markets - 4.7%                
Ameriprise Financial, Inc.     5,793       742,083  
BGC Partners, Inc. - Class A (b)     58,793       312,191  
Cboe Global Markets, Inc.     20,763       1,981,621  
FactSet Research Systems, Inc. (b)     1,964       487,602  
Intercontinental Exchange, Inc.     14,107       1,074,107  
LPL Financial Holdings, Inc.     31,865       2,219,398  
Total Capital Markets    
      6,817,002  
Chemicals - 1.5%                
Element Solutions, Inc. (a)     86,578       874,438  
LSB Industries, Inc. (a)(b)     122,637       765,255  
Westlake Chemical Corp.     8,720       591,739  
Total Chemicals    
      2,231,432  
Commercial Services & Supplies - 1.5%                
Waste Management, Inc.     20,680       2,148,859  
Communications Equipment - 1.9%                
Motorola Solutions, Inc.     19,920       2,797,166  
Construction & Engineering - 0.8%                
MasTec, Inc. (a)(b)     23,850       1,147,185  

 

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

7

AI Powered Equity ETF

 

Schedule of Investments 

March 31, 2019 (Unaudited) (Continued)


             
    Shares     Value  
Consumer Finance - 3.0%                
Ally Financial, Inc. (b)     37,394     $ 1,027,961  
Discover Financial Services     27,512       1,957,754  
Green Dot Corp. - Class A (a)     22,325       1,354,011  
Total Consumer Finance    
      4,339,726  
Diversified Consumer Services - 1.4%                
ServiceMaster Global Holdings, Inc. (a)     43,908       2,050,504  
Diversified Telecommunication Services - 1.4%                
Zayo Group Holdings, Inc. (a)     70,899       2,014,950  
Electric Utilities - 0.6%                
Duke Energy Corp. (b)     9,499       854,910  
Electronic Equipment, Instruments & Components - 1.5%                
CDW Corp.     7,622       734,532  
FLIR Systems, Inc.     10,443       496,878  
Trimble, Inc. (a)(b)     22,512       909,485  
Total Electronic Equipment, Instruments & Components    
      2,140,895  
Entertainment - 1.2%                
Netflix, Inc. (a)     4,313       1,537,843  
Take-Two Interactive Software, Inc. (a)     2,905       274,145  
Total Entertainment    
      1,811,988  
Equity Real Estate Investment Trusts (REITs) - 0.7%                
Equinix, Inc.     2,181       988,342  
Food & Staples Retailing - 2.6%                
Costco Wholesale Corp.     9,834       2,381,205  
Walmart, Inc.     14,927       1,455,830  
Total Food & Staples Retailing    
      3,837,035  
Food Products - 2.4%                
Archer-Daniels-Midland Co.     36,909       1,591,885  
Lamb Weston Holdings, Inc.     11,039       827,263  
Tyson Foods, Inc. - Class A     15,861       1,101,229  
Total Food Products    
      3,520,377  
Health Care Equipment & Supplies - 3.0%                
Baxter International, Inc.     16,678       1,356,088  
Becton Dickinson & Co. (b)     6,501       1,623,495  
Edwards Lifesciences Corp. (a)     5,936       1,135,735  
Intuitive Surgical, Inc. (a)     486       277,302  
Total Health Care Equipment & Supplies    
      4,392,620  
Health Care Providers & Services - 0.9%                
Amedisys, Inc. (a)(b)     4,146       511,036  
Humana, Inc.     3,097       823,802  
Total Health Care Providers & Services    
      1,334,838  
Hotels, Restaurants & Leisure - 1.0%                
Boyd Gaming Corp.     18,945       518,335  
Starbucks Corp. (b)     11,696       869,481  
Total Hotels, Restaurants & Leisure    
      1,387,816  
Insurance - 1.4%                
Markel Corp. (a)     317       315,808  

 

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

8

AI Powered Equity ETF

 

Schedule of Investments 

March 31, 2019 (Unaudited) (Continued)


 
    Shares     Value  
Marsh & McLennan Cos., Inc.     6,066     $ 569,597  
The Progressive Corp.     16,775       1,209,310  
Total Insurance    
      2,094,715  
Interactive Media & Services - 5.1%                
Alphabet, Inc. - Class A (a)     4,819       5,671,432  
Facebook, Inc. - Class A (a)     10,271       1,712,073  
Total Interactive Media & Services    
      7,383,505  
Internet & Direct Marketing Retail - 2.5%                
Amazon.com, Inc. (a)     1,712       3,048,644  
Expedia Group, Inc.     4,725       562,275  
Total Internet & Direct Marketing Retail    
      3,610,919  
IT Services - 4.0%                
Alliance Data Systems Corp. (b)     8,425       1,474,207  
Cognizant Technology Solutions Corp. - Class A     8,923       646,471  
DXC Technology Co.     25,862       1,663,186  
Fiserv, Inc. (a)(b)     8,616       760,620  
Global Payments, Inc. (b)     5,699       778,027  
Leidos Holdings, Inc.     8,929       572,260  
Total IT Services    
      5,894,771  
Machinery - 0.3%                
Nordson Corp. (b)     3,851       510,335  
Media - 1.0%                
Liberty Broadband Corp. (a)     16,098       1,476,831  
Metals & Mining - 0.4%                
Newmont Mining Corp.     16,396       586,485  
Multiline Retail - 0.6%                
Dollar Tree, Inc.(a)(b)     8,633       906,810  
Multi-Utilities - 1.1%                
Consolidated Edison, Inc.     3,882       329,232  
Sempra Energy (b)     10,434       1,313,224  
Total Multi-Utilities    
      1,642,456  
Oil, Gas & Consumable Fuels - 6.1%                
Cheniere Energy, Inc. (a)     14,954       1,022,255  
Cimarex Energy Co.     15,509       1,084,079  
Noble Energy, Inc. (b)     17,890       442,420  
Parsley Energy, Inc. - Class A (a)     24,487       472,599  
Range Resources Corp. (b)     125,312       1,408,507  
Targa Resources Corp.     38,621       1,604,703  
Valero Energy Corp. (b)     21,009       1,782,193  
Williams Cos., Inc.     36,882       1,059,251  
Total Oil, Gas & Consumable Fuels    
      8,876,007  
Pharmaceuticals - 2.8%                
Catalent, Inc. (a)(b)     36,653       1,487,745  
Intra-Cellular Therapies, Inc. (a)(b)     25,817       314,451  
Johnson & Johnson     11,156       1,559,498  
Nektar Therapeutics (a)(b)     21,507       722,635  
Total Pharmaceuticals    
      4,084,329  

 

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

9

AI Powered Equity ETF

 

Schedule of Investments 

March 31, 2019 (Unaudited) (Continued)


 
    Shares     Value  
Professional Services - 0.2%                
ASGN, Inc. (a)     4,756     $ 301,958  
Road & Rail - 1.7%                
CSX Corp. (b)     21,788       1,630,178  
Union Pacific Corp.     5,019       839,177  
Total Road & Rail    
      2,469,355  
Semiconductors & Semiconductor Equipment - 3.7%                
Broadcom, Inc.     4,951       1,488,815  
Microchip Technology, Inc. (b)     4,776       396,217  
NVIDIA Corp. (b)     7,763       1,393,924  
Skyworks Solutions, Inc.     4,100       338,168  
Texas Instruments, Inc.     16,166       1,714,728  
Total Semiconductors & Semiconductor Equipment    
      5,331,852  
Software - 11.0%                
Adobe Systems, Inc. (a)     5,283       1,407,867  
Cadence Design System, Inc. (a)     20,794       1,320,627  
Coupa Software, Inc. (a)(b)     16,827       1,530,920  
Intuit, Inc.     5,200       1,359,332  
New Relic, Inc. (a)     13,500       1,332,450  
Nutanix, Inc. - Class A (a)(b)     18,450       696,303  
Red Hat, Inc. (a)     3,482       636,161  
salesforce.com, Inc. (a)(b)     5,217       826,216  
ServiceNow, Inc. (a)     1,901       468,577  
Splunk, Inc. (a)     13,608       1,695,557  
SS&C Technologies Holdings, Inc.     47,840       3,046,931  
Synopsys, Inc. (a)     11,161       1,285,189  
VMware, Inc. - Class A (b)     2,598       468,965  
Total Software    
      16,075,095  
Specialty Retail - 3.2%                
Aaron’s, Inc.     53,700       2,824,619  
Foot Locker, Inc. (b)     16,028       971,297  
The Home Depot, Inc.     4,594       881,543  
Total Specialty Retail    
      4,677,459  
Technology Hardware, Storage & Peripherals - 4.8%                
Apple, Inc.     12,018       2,282,819  
NetApp, Inc. (b)     55,032       3,815,919  
Pure Storage, Inc. - Class A (a)(b)     44,300       965,297  
Total Technology Hardware, Storage & Peripherals    
      7,064,035  
Textiles, Apparel & Luxury Goods - 2.5%                
Crocs, Inc. (a)(b)     31,863       820,472  
Hanesbrands, Inc. (b)     65,631       1,173,483  
Nike, Inc. - Class B     7,901       665,343  
VF Corp. (b)     11,286       980,866  
Total Textiles, Apparel & Luxury Goods    
      3,640,164  
Trading Companies & Distributors - 0.9%                
HD Supply Holdings, Inc. (a)     25,638       1,111,407  
United Rentals, Inc. (a)     2,256       257,748  
Total Trading Companies & Distributors    
      1,369,155  

 

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

10

AI Powered Equity ETF

 

Schedule of Investments 

March 31, 2019 (Unaudited) (Continued)


 
    Shares     Value  
Wireless Telecommunication Services - 0.2%                
Shenandoah Telecommunications Co.     6,145     $ 272,592  
Total United States             139,717,263  
TOTAL COMMON STOCKS (Cost $138,534,117)             139,717,263  
                 
CLOSED-END FUNDS - 0.9%                
United States - 0.9%                
Ares Capital Corp.     74,841       1,282,775  
TOTAL MUTUAL FUNDS (Cost $1,298,605)             1,282,775  
                 
RIGHTS - 0%                
United States - 0%                
NewStar Financial, Inc. (a)(c)(d)     115,783        
TOTAL RIGHTS (Cost $0)              
                 
SHORT-TERM INVESTMENTS - 3.5%                
Money Market Funds - 3.5%                
Invesco Advisers, Inc. STIT - Treasury Portfolio - Institutional Class, 2.33% (e)
    5,096,643       5,096,643  
TOTAL MONEY MARKET FUNDS (Cost $5,096,643)             5,096,643  
                 
INVESTMENTS PURCHASED WITH SECURITIES LENDING COLLATERAL - 26.2%                
Mount Vernon Liquid Assets Portfolio, LLC, 2.61% (e)             38,157,676  
TOTAL INVESTMENTS PURCHASED WITH SECURITIES LENDING COLLATERAL (Cost 38,157,676)             38,157,676  
                 
Total Investments (Cost $183,087,041) - 126.3%             184,254,357  
Liabilities in Excess of Other Assets - (26.3)%             (38,415,706 )
TOTAL NET ASSETS - 100.0%           $ 145,838,651  

 

Percentages are stated as a percent of net assets.

 

(a) Non-income producing security.
(b) All or a portion of this security was out on loan at March 31, 2019.
(c) These securities have been deemed illiquid according to the Fund’s liquidity guidelines. The value of these securities total $0, which represents 0.00% of total net assets.
(d) Value determined using significant unobservable inputs. Classified as Level 3 in the fair value hierarchy.
(e) The rate quoted is the annualized seven-day yield at March 31, 2019.

 

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

 

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

11

AI Powered Equity ETF

 

STATEMENT OF ASSETS AND LIABILITIES 

As of March 31, 2019 (Unaudited)


 
    AI Powered
Equity ETF
 
ASSETS      
Investments in unaffiliated securities, at value*   $ 184,254,357  
Receivables:        
Dividends and interest receivable     65,520  
Securities lending income receivable     3,950  
Receivable for investments sold     3,774,550  
Total Assets     188,098,377  
         
LIABILITIES        
Collateral received for securities loaned (Note 7)     38,157,676  
Payables:        
Payable for investments purchased     2,721,537  
Payable for fund shares redeemed     1,286,350  
Management fees payable     94,163  
Total Liabilities     42,259,726  
Net Assets   $ 145,838,651  
         
NET ASSETS CONSIST OF:        
Paid-in Capital   $ 155,901,350  
Total Distibutable Earnings     (10,062,699 )
Net Assets   $ 145,838,651  
         
*Identified Cost:        
Investments in unaffiliated securities   $ 183,087,041  
         
Shares Outstanding^     5,625,000  
Net Asset Value, Offering and Redemption Price per Share   $ 25.93  

 

^ No par value, unlimited number of shares authorized

 

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

12

AI Powered Equity ETF

 

STATEMENT OF OPERATIONS 

Period Ended March 31, 2019 (Unaudited)


 
    AI Powered
Equity ETF
 
INVESTMENT INCOME      
Income:      
Dividends from unaffiliated securities   $ 1,040,228  
Interest     49,922  
Securities lending income     17,313  
Total Investment Income     1,107,463  
Expenses:        
Management fees     600,834  
Total Expenses     600,834  
Net Investment Income     506,629  
         
REALIZED & UNREALIZED LOSS ON INVESTMENTS        
Net Realized Loss on:        
Unaffiliated investments     (8,121,675 )
In-Kind redemptions     (1,739,504 )
Net Realized Loss on Investments and Foreign Currency     (9,861,179 )
Net Change in Unrealized Depreciation of:        
Unaffiliated investments     (4,856,407 )
Net Change in Unrealized Depreciation of Investments and Foreign Currency     (4,856,407 )
Net Realized and Unrealized Loss on Investments     (14,717,586 )
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS   $ (14,210,957 )

 

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

13

AI Powered Equity ETF

 

STATEMENTS OF CHANGES IN NET ASSETS


 
    Period Ended
March 31,
2019
(Unaudited)
    Period Ended
September 30,
20181
 
OPERATIONS            
Net investment income   $ 506,629     $ 654,349  
Net realized gain (loss) on investments     (9,861,179 )     11,614,217  
Net change in unrealized appreciation (depreciation) of investments     (4,856,407 )     6,023,722  
Net increase (decrease) in net assets resulting from operations     (14,210,957 )     18,292,288  
DISTRIBUTIONS TO SHAREHOLDERS                
Total distributions from distributable earnings     (12,260,543 )     (610,275 )
                 
CAPITAL SHARE TRANSACTIONS                
Net increase (decrease) in net assets derived from net change in outstanding shares (a)     (34,162,230 )     188,790,368  
Net increase (decrease) in net assets   $ (60,633,730 )   $ 206,472,381  
NET ASSETS                
Beginning of Period     206,472,381        
End of Period   $ 145,838,651     $ 206,472,381  

 

(a) Summary of share transactions is as follows:

 

    Period Ended
March 31, 2019
(Unaudited)
    Period Ended
September 30, 20181
 
    Shares     Amount     Shares     Amount  
Shares Sold
    150,000     $ 4,187,774       8,450,000     $ 226,333,906  
Shares Redeemed
    (1,525,000 )     (38,350,005 )     (1,450,000 )     (37,543,538 )
Net transactions in Fund Shares
    (1,375,000 )   $ (34,162,231 )     7,000,000     $ 188,790,368  
Beginning Shares
                           
Ending Shares
    (1,375,000 )             7,000,000          

 

1 Fund commenced operations on October 18, 2017. The information presented is for the period from October 18, 2017 to September 30, 2018.

 

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

14

AI Powered Equity ETF

 

FINANCIAL HIGHLIGHTS

For a capital share outstanding throughout the period


 
    Period Ended
March 31,

2019
(Unaudited)
  Period Ended
September 30,

20181
 
Net Asset Value, Beginning of Period   $ 29.50   $ 25.00  
Income from Investment Operations:              
Net investment income 2     0.08     0.14  
Net realized and unrealized gain (loss) on investments     (1.66 )   4.49  
Total from investment operations     (1.58 )   4.63  
Less Distributions:              
Distributions from net investment income     (0.10 )   (0.12 )
Net realized gains     (1.89 )   (0.01 )
Total distributions     (1.99 )   (0.13 )
Net asset value, end of period     25.93     29.50  
Total Return     -3.55 %3   18.53 %3
               
Ratios/Supplemental Data:              
Net assets at end of period (000’s)   $ 145,839   $ 206,472  
Expenses to Average Net Assets     0.75 %4   0.75 %4
Net Investment Income to Average Net Assets     0.63 %4   0.52 %4
Portfolio Turnover Rate     89 %3   260 %3
 
1 Commencement of operations on October 18, 2017.
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.

15

ETF Managers Trust

 

APPROVAL OF ADVISORY AND SUB-ADVISORY AGREEMENTS AND BOARD CONSIDERATIONS
For the Period Ended March 31, 2019 (Unaudited)


 

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 18, 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 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 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(S) for this reporting period, which is filed with the U.S. Securities and Exchange Commission (SEC). For more information about the underlying Fund’s operations and policies, please refer to those Fund’s semiannual and annual reports, which are filed with the SEC.

16

AI Powered Equity ETF

 

NOTES TO FINANCIAL STATEMENTS
March 31, 2019 (Unaudited) (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 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 March 31, 2019, 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.

17

AI Powered Equity ETF

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2019 (Unaudited) (Continued)


 

The following table presents a summary of the Funds’ investments in securities, at fair value, as of March 31, 2019:

 

AI Powered Equity ETF

 

Assets^   Level 1     Level 2     Level 3     Total  
Common Stocks   $ 139,717,263     $     $     $ 139,717,263  
Closed-End Funds     1,282,775                   1,282,775  
Rights                 (1)      
Short Term Investments     5,096,643                   5,096,643  
Investments Purchased with Securities                                
Lending Collateral*                       38,157,676  
Total Investments in Securities   $ 146,096,681     $     $     $ 184,254,357  

 

(1) Includes a security valued at $0.

 

The AI Powered Equity ETF held a Level 3 security at the end of the period. 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 2018 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 March 31, 2019, management has reviewed the tax positions for open periods (for Federal purposes, three years from the date of filing and for state purposes, four years from the date of filing), as applicable to the Funds, and has determined that no provision for income tax is required in the Funds’ financial statements.

18

AI Powered Equity ETF

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2019 (Unaudited) (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.

19

AI Powered Equity ETF

 

NOTES TO FINANCIAL STATEMENTS
March 31, 2019 (Unaudited) (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.

 

New Fund Risk. There can be no assurance that the Fund will grow to or maintain an economically viable size.

 

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.

 

NOTE 4 – COMMITMENTS AND OTHER RELATED PARTY TRANSACTIONS.

 

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

20

AI Powered Equity ETF

 

NOTES TO FINANCIAL STATEMENTS
March 31, 2019 (Unaudited) (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. The Advisor has an agreement with, and is dependent on, a third party to pay the Fund’s expenses in excess of 0.75% of the Fund’s average daily net assets. Additionally, under the Investment Advisory Agreement, the Advisor has agreed to pay all expenses of the Fund, except for: the fee paid to the Advisor pursuant to the Investment Advisory Agreement, interest charges on any borrowings, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, extraordinary expenses, and distribution (12b-1) fees and expenses (collectively, “Excluded Expenses”). The Advisor has entered into an Agreement with EquBot, LLC (the “Sponsor”), under which the Sponsor agrees to sublicense the use of the Underlying Index to the Advisor. The Sponsor also provides marketing support for the Fund, including distributing marketing materials related to the Fund. EquBot, LLC is a privately held business focused on bringing exchange-traded investment products to investors in the U.S. The Sponsor does not make investment decisions, provide investment advice, or otherwise act in the capacity of an investment adviser to the Fund. Additionally, the Sponsor is not involved in the maintenance of the Underlying Index and does not otherwise act in the capacity of an index provider.

 

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

 

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

 

NOTE 5 – DISTRIBUTION PLAN

 

The Fund has adopted a Plan of Distribution pursuant to Rule 12b-1 under the 1940 Act. Under the Plan, the Fund may pay compensation to the Distributor or any other distributor or financial institution with which the Trust has an agreement with respect to the Fund, with the amount of such compensation not to exceed an annual rate of 0.25% of each Fund’s daily average net assets. For the period ended March 31, 2019, the Fund did not incur any 12b-1 expenses.

21

AI Powered Equity ETF

 

NOTES TO FINANCIAL STATEMENTS
March 31, 2019 (Unaudited) (Continued)


 

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 period ended March 31, 2019:

 

    Purchases     Sales  
AI Powered Equity ETF   $ 141,376,961     $ 149,402,157  

 

The costs of purchases and sales of in-kind transactions associated with creations and redemptions for the period ended March 31, 2019:

 

    Purchases
In-Kind
    Sales
In-Kind
 
AI Powered Equity ETF   $ 4,113,499     $ 36,791,349  

 

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 period ended March 31, 2019.

 

NOTE 7 — SECURITIES LENDING

 

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

 

As of March 31, 2019, the value of the securities on loan and payable for collateral due to broker were as follows:

 

Value of Securities on Loan and Collateral Received

 

Fund   Values of
Securities
on Loan
    Fund
Collateral
Received*
 
AI Powered Equity ETF   $ 37,733,128     $ 38,157,676  
22

AI Powered Equity ETF

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2019 (Unaudited) (Continued)


 

* The cash collateral received was invested in the Mount Vernon Liquid Assets Portfolio as shown on the Schedule of Investments, an investment with an overnight and continuous maturity, 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, 2018 were as follows:

 

    Cost     Gross
Unrealized
Appreciation
    Gross
Unrealized
Depreciation
    Net
Unrealized
Appreciation
(Depreciation)
 
AI Powered Equity ETF   $ 213,345,993     $ 11,446,754     $ (6,787,681 )   $ 4,659,073  

 

    Undistributed     Undistributed     Total     Other     Total  
    Ordinary     Long-term     Distributable     Accumulated     Accumulated  
    Income     Gain     Earnings     Loss     Gain  
AI Powered   $ 11,673,609     $ 76,119     $ 11,749,728     $     $ 16,408,801  
Equity ETF                                        

 

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, 2018, the Fund had accumulated capital loss carryovers of:

 

    Capital Loss        
    Carryover     Expires  
AI Powered Equity ETF   $       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, 2018.

 

   

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, 2018, the following table shows the reclassifications made:

 

    Undistributed          
    Accumulated Net   Accumulated Net      
    Investment Income   Realized Loss   Paid-In Capital  
AI Powered Equity ETF   $ 3,764   $ (1,276,976 ) $ 1,273,212  

 

The tax character of distribution paid during the period ended March 31, 2019 was $580,222 from ordinary income and $11,680,321 from realized gains.

23

AI Powered Equity ETF

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2019 (Unaudited) (Continued)


 

NOTE 9 – NEW ACCOUNTING PRONOUNCEMENTS

 

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

 

In March 2017, the FASB issued ASU No. 2017-08, Receivables – Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities (“ASU 2017-08”). The amendments in the ASU 2017-08 shorten the amortization period for certain callable debt securities, held at a premium, to be amortized to the earliest call date. The ASU 2017-08 does not require an accounting change for securities held at a discount; which continues to be amortized to maturity. The ASU 2017-08 is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2018. Management is currently evaluating the impact, if any, of applying this provision.

 

NOTE 10 – LEGAL MATTERS

 

The Trust, the trustees of the Trust, the Adviser and certain officers of the Adviser are defendants in an action filed May 2, 2017 in the Superior Court of New Jersey captioned PureShares, LLC d/b/a PureFunds et al. v. ETF Managers Group, LLC et al., Docket No. C-63-17. The PureShares action alleges claims based on disputes arising out of contractual relationships with the Adviser. The action seeks damages in unspecified amounts and injunctive relief based on breach of contract, wrongful termination, and several other theories. At the outset of the litigation, and again a few weeks later, plaintiffs sought temporary injunctive relief. Both motions were denied, and the matter is now proceeding through pretrial discovery. The defendants believe the lawsuit is without merit and intend to vigorously defend themselves against the allegations.

 

The Adviser and its parent, Exchange Traded Managers Group, LLC are defendants in a case filed on October 26, 2017 in the United States District Court for the Southern District of New York by NASDAQ, Inc. captioned Nasdaq, Inc. v. Exchange Traded Managers Group, LLC et al., Case 1:17-cv-08252. This action arises out of related facts and circumstances in the New Jersey litigation and asserts claims for breach of contract, wrongful termination and certain other theories with respect to the same exchange traded Fund discussed above. The defendants in the Southern District actions believe the lawsuit is without merit and asserted counterclaims against NASDAQ for breaches of its duties under the related index license agreement and various other agreements. A bench trial on this matter began on May 13, 2019 and is ongoing as of the date of the mailing of the Funds semi-annual reports. Management of the Trust and the Fund, after consultation with legal counsel, believes that the resolution of these matters will not have a material adverse effect on the Fund’s financial statements.

 

NOTE 11 – SUBSEQUENT EVENTS

 

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

24

ETF Managers Trust

 

APPROVAL OF ADVISORY AND SUB-ADVISORY AGREEMENTS AND BOARD CONSIDERATIONS
For the Period Ended March 31, 2019 (Unaudited)


 

Pursuant to Section 15(c) of the Investment Company Act of 1940 (the “1940 Act”), at a meeting held on March 22, 2019, the Board of Trustees (the “Board”) of ETF Managers Trust (the “Trust”) considered the renewal of the following agreements:

 


an Investment Advisory Agreement between ETF Managers Group, LLC (the “Adviser”) and the Trust, on behalf of AI Powered Equity ETF (the “Fund”) (the “Advisory Agreement”); and

 


a Sub-Advisory Agreement between the Adviser and Equbot LLC (the “Sub-Adviser”) with respect to the Fund (the “Sub-Advisory Agreement” and, together with the Advisory Agreement, the “Agreements”).

 

Pursuant to Section 15(c) of the 1940 Act, the Board must annually review and approve the Agreements after their initial two-year term: (i) by the vote of the Trustees or by a vote of the shareholders of the Fund; and (ii) by the vote of a majority of the Trustees who are not parties to the Agreements 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. Each year, the Board calls and holds a meeting to decide whether to renew the Agreements for an additional one-year term. In preparation for such meeting, the Board requests and reviews a wide variety of information from the Adviser and Sub-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 provided to the Fund’s shareholders by the Adviser and Sub-Adviser; (ii) the investment performance of the Fund; (iii) the Adviser’s costs and profits realized in providing services to the Fund, including any fall-out benefits enjoyed by the Adviser; (iv) comparative fee and expense data for the Fund in relation to other similar investment companies; (v) the extent to which economies of scale would be realized as the Fund grows and whether the advisory fees for the Fund reflects these economies of scale for the benefit of the Fund; and (vi) other financial benefits to the Adviser or Sub-Adviser and their affiliates resulting from services 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 March 22, 2019, and throughout the year. Among other things, each of the Adviser and Sub-adviser provided responses to detailed series of questions, which included information about the Adviser’s and Sub-adviser’s operations, service offerings, personnel, compliance program and financial condition. The Board then discussed the written and oral information that it received before the meeting and throughout the year, and the Adviser’s oral presentations and any other information that the Board received at the meeting, and deliberated on the renewal of the Agreements 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 Agreements, and the weight to be given to each such factor. The conclusions reached with respect to the Agreements 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.

25

ETF Managers Trust

 

APPROVAL OF ADVISORY AND SUB-ADVISORY AGREEMENTS AND BOARD CONSIDERATIONS
For the Period Ended March 31, 2019 (Unaudited) (Continued)


 

Nature, Extent and Quality of Services Provided by the Adviser 

The Trustees considered the scope of services provided under the Advisory Agreement, noting that the Adviser provides investment management services to the Fund. The Board discussed the responsibilities of the Adviser, including: responsibility for the general management of the day-to-day investment and reinvestment of the assets of the Fund, based on recommendations provided by the Sub-Adviser; determining the daily baskets of deposit securities and cash components; executing portfolio security trades for purchases and redemptions of Fund shares conducted on a cash-in-lieu basis; responsibility for daily monitoring of tracking error and quarterly reporting to the Board; and implementation of Board directives as they relate to the Fund. 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 and the quality of the Adviser’s compliance infrastructure. The Board also considered the Adviser’s experience managing exchange-traded funds (“ETFs”).

 

The Board further considered other services provided to the Fund, such as overseeing the activities of the Sub-Adviser, as well as the Fund’s other service providers, monitoring adherence to the Fund’s investment restrictions, and monitoring compliance with various policies and procedures and with applicable securities laws.

 

The Board then considered the scope of services provided under the Sub-Advisory Agreement, noting that the Sub-Adviser provides investment sub-advisory services to the Adviser in the form of recommendations based on the Sub-Adviser’s algorithm-based model. The Board noted that the responsibility for trading the Fund’s portfolio securities would continue to rest with the Adviser. In considering the nature, extent and quality of the services provided by the Sub-Adviser, the Board noted that it had received a copy of the Sub-Adviser’s Form ADV, as well as the response of the Sub-Adviser to a detailed series of questions which included, among other things, information about the background and experience of the Sub-Adviser’s personnel. The Board considered the experience of the Sub-Adviser’s personnel in the financial services and artificial intelligence businesses. The Board also considered the quality of the Sub-Adviser’s compliance program and Code of Ethics.

 

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 provided to the Fund by the Adviser and Sub-Adviser.

 

Historical Performance  

The Board then considered the Fund’s performance history over various time periods ending January 31, 2019, including the year-to-date period, the most recent one-year period and the period since the Fund’s inception. The Board noted that the Fund outperformed the median of its peer group for the one-year period and the period since the Fund’s inception. The Board further noted that it had received and would continue to receive regular reports regarding the Fund’s performance at its quarterly meetings.

 

Cost of Services Provided and Economies of Scale  

The Board reviewed the proposed investment advisory fee for the Fund and compared it to the total operating expenses of comparable ETFs. The Board noted that the expense ratio for the Fund was equal to the average and higher than the median expense ratio of its peer ETFs. The Board considered management’s explanation that an actively managed strategy would justify a higher management fee than an index based strategy because of the additional effort required to manage an active fund.

 

The Board noted the importance of the fact that the advisory fee for the Fund is a “unified fee,” meaning that the shareholders of the Fund pay no expenses other than the advisory fee and certain other costs such as interest, brokerage and extraordinary expenses and, to the extent it is implemented, fees pursuant to a Distribution and/or Shareholder Servicing (12b-1) Plan. The Board also noted that the Adviser is responsible for compensating the Fund’s other service providers (including the Sub-Adviser) and paying the Fund’s other expenses (except as noted above) out of its own fee and resources. The Board also evaluated the compensation and benefits received by the Adviser from its relationship with the Fund, taking into account the profitability analysis provided by the Adviser. The Board concluded that the advisory fee for the Fund was reasonable in light of the factors considered.

26

ETF Managers Trust

 

APPROVAL OF ADVISORY AND SUB-ADVISORY AGREEMENTS AND BOARD CONSIDERATIONS
For the Period Ended March 31, 2019 (Unaudited) (Continued)


 

In addition, the Board considered whether economies of scale may be realized for the Fund. The Board noted that the Adviser regularly considers whether fee reductions are appropriate as the Fund grows in size. The Board noted that a unitary fee provides a level of certainty in expenses for the Fund. The Trustees concluded that the flat advisory fee was reasonable.

 

The Board also reviewed the sub-advisory fee paid to the Sub-Adviser for its services to the Fund under the Sub-Advisory Agreement. The Board considered this fee in light of the services the Sub-Adviser provides as investment sub-adviser to the Fund. The Board determined that the fee reflected an appropriate allocation of the advisory fee paid to the Adviser and Sub-Adviser given the work performed by each firm.

 

The Board also considered that the sub-advisory fee paid to the Sub-Adviser is paid out of the Adviser’s unified fee and represents an arm’s-length negotiation between the Adviser and the Sub-Adviser. For these reasons, the Trustees determined that the profitability to the Sub-Adviser from its relationship with the Fund was not a material factor in their deliberations with respect to consideration of approval of the Sub-Advisory Agreement. The Board concluded that the proposed sub-advisory fee was reasonable in light of the services rendered. The Board considered that, because the proposed sub-advisory fee would be paid by the Adviser out of its unified fee, any economies of scale would not benefit shareholders and, thus, were not relevant for the consideration of the approval of the sub-advisory fee.

 

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 Agreements are fair and reasonable; (b) concluded that the Adviser’s and Sub-Adviser’s fee is reasonable in light of the services that the Adviser and Sub-Adviser each provide to the Fund; and (c) approved the renewal of the Agreements for another year.

27

AI Powered Equity ETF

 

Expense Example
For the period Ended March 31, 2019 (Unaudited)



As a shareholder of AI Powered Equity ETF (the “Fund”) you incur two types of costs: (1) transaction costs, including brokerage commissions on purchases and sales of Fund shares, and (2) ongoing costs, including management fees and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (October 1, 2018 to March 31, 2019).

 

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

 

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

 

AI Powered Equity ETF

 

     

Beginning

Account Value

October 1, 2018

   

Ending Account

Value March 31,

2019

   

Expenses Paid
During The
Period^

    Annualized
Expense Ratio
During Period
October 1, 2018 to
March 31, 2019
 
Actual     $ 1,000.00     $ 964.50     $ 3.67       0.75 %
                                   
Hypothetical                                  
(5% annual)     $ 1,000.00     $ 1,021.19     $ 3.78       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 182/365 (to reflect the period from October 1, 2018 to March 31, 2019).

28

AI Powered Equity ETF

 

SUPPLEMENTARY INFORMATION
March 31, 2019 (Unaudited)


 

INFORMATION ABOUT PORTFOLIO HOLDINGS

 

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

 

INFORMATION ABOUT PROXY VOTING

 

A description of the policies and procedures the Fund uses to determine how to vote proxies relating to portfolio securities is provided in the Statement of Additional Information (“SAI”). The SAI is available without charge upon request by calling toll-free at 1-844-ETF-MGRS (1-844-383-6477), by accessing the SEC’s website at www.sec.gov, or by accessing the Fund’s website at www.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

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, WI 53212

 

Transfer Agent, Fund Accountant and Fund Administrator
U.S. Bancorp Fund Services, LLC doing business as U.S. Bank Global Fund Services
615 East Michigan Street, Milwaukee, WI 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




 
(Graphic)

 

Semi-Annual Report
March 31, 2019

 

Rogers AI Global Macro ETF

Ticker: BIKR

 

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

 

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

 

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

 


 
(Graphic)

 

The fund is a series of ETF Managers Trust.


This Page Intentionally Left Blank.


Rogers AI Global Macro ETF

 

TABLE OF CONTENTS
March 31, 2019 (Unaudited)


   
  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 9
   
Statement of Operations 10
   
Statements of Changes in Net Assets 11
   
Financial Highlights 12
   
Notes to the Financial Statements 13
   
Expense Example 23
   
Supplementary Information 24

 


Rogers AI Global Macro ETF

 

Dear Shareholder,

 

On behalf of the entire team, we want to express our appreciation for the confidence you have placed in the Rogers AI Global Macro Exchange-Traded Fund (“BIKR” or the “Fund”). The following information pertains to the 6-month period from October 1, 2018 to March 31, 2019.

 

The Fund seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of the Rogers AI Global Macro Index (the “Index”). The Index comprises single country ETFs and a short term U.S. Treasury ETF.

 

Over the period, the total return for the Fund was -1.42%, while the total return for the Index was -1.56%. The best performers on the basis of contribution to return were the iShares MSCI Brazil ETF and the iShares 1-3 Year Treasury Bond ETF, while the worst performers were the iShares MSCI Mexico ETF and iShares Core S&P Total U.S. ETF.

 

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

 

Sincerely,

 

 

Samuel Masucci III
Chairman of the Board

 

Samuel Masucci III is a registered representative of ETFMG Financial, LLC.

2

Rogers AI Global Macro ETF
Growth of $10,000 (Unaudited)

 

(Graphic)

 

Cumulative Returns
Period Ended March 31, 2019
  Since Inception
(6/21/2018)
    Value of $10,000
(3/31/2019)
 
Rogers AI Global Macro ETF (NAV)     -1.58 %   $ 9,842  
Rogers AI Global Macro ETF (Market)     -1.63 %   $ 9,837  
S&P 500 Index     4.02 %   $ 10,402  
Rogers AI Global Macro Index     -1.57 %   $ 9,843  

 

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 21, 2018, and is not intended to imply any future performance. The returns shown do not reflect the deduction of taxes that a shareholder would pay on fund distributions 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.

3

Rogers AI Global Macro ETF

 


Top Ten Holdings* (Unaudited)
 
    Security   % of Total
Investments 
1   iShares 1-3 Year Treasury Bond ETF   44.91 %
2   iShares MSCI Brazil ETF   6.05 %
3   iShares China Large-Cap ETF   4.69 %
4   iShares MSCI Malaysia ETF   3.35 %
5   Global X MSCI Nigeria ETF   2.68 %
6   Global X MSCI Greece ETF   2.65 %
7   iShares MSCI Austria ETF   1.90 %
8   iShares MSCI Spain ETF   1.88 %
9   Global X MSCI Pakistan ETF   1.87 %
10   iShares MSCI Ireland ETF   1.70 %
           
    Top Ten Holdings = 71.68% of Total Investments      
    * Current Fund holdings may not be indicative of future Fund holdings.      
4

Rogers AI Global Macro ETF

 


 
Important Disclosures and Key Risks Factors

 

Investing involves risk, including the possible loss of principal. Shares of any ETF are bought and sold at market price (not NAV), may trade at a discount or premium to NAV and are not individually redeemed from the Fund. Brokerage commissions will reduce returns.

 

The Rogers AI Global Macro ETF seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of the Rogers AI Global Macro Index.

 

The Fund will incur higher and duplicative expenses when it invests in other investment companies such as ETFs. There is also the risk that the Fund may suffer losses due to the investment practices of the underlying funds. When the Fund invests in other investment companies, the Fund will be subject to substantially the same risks as those associated with the direct ownership of securities held by such investment companies.

 

To the extent the Fund invests a significant portion of its assets, directly or indirectly, in the securities of companies of a single country or region, it is more likely to be impacted by events or conditions affecting that country or region. Returns on investments in foreign stocks could be more volatile than, or trail the returns on, investments in U.S. stocks.

 

The Fund relies heavily on proprietary quantitative models as well as information and data supplied by third parties. Models may have aspects that are predictive in nature. The use of predictive models has inherent risks.

5

Rogers AI Global Macro ETF

 

PORTFOLIO ALLOCATIONS

As of March 31, 2019 (Unaudited)


 
    Rogers AI Global
Macro ETF
 
As a percent of Net Assets:        
United States     99.8 %
Short-Term and other Net Assets (Liabilities)     0.2  
      100.0 %
6

Rogers AI Global Macro ETF

 

Schedule of Investments

March 31, 2019 (Unaudited)


 
    Shares     Value  
INVESTMENT COMPANIES - 99.8%                
Exchange Traded Funds - 99.8%                
Global X MSCI Colombia ETF     2,806     $ 27,078  
Global X MSCI Nigeria ETF (a)     8,178       138,098  
Global X MSCI Norway ETF     733       9,155  
Global X MSCI Portugal ETF     5,201       56,251  
iShares Core S&P Total US Stock Market ETF     475       30,590  
iShares MSCI Belgium ETF     1,888       34,740  
iShares MSCI Chile ETF     1,582       68,311  
iShares MSCI Denmark ETF     244       15,384  
iShares MSCI Finland ETF     392       15,170  
iShares MSCI Ireland ETF     2,111       87,881  
iShares MSCI Israel ETF     1,234       66,710  
iShares MSCI Malaysia ETF     5,780       173,053  
iShares MSCI Netherlands ETF     1,166       34,852  
iShares MSCI New Zealand ETF     302       15,770  
iShares MSCI Poland ETF     1,286       29,424  
iShares MSCI Singapore ETF     1,386       32,890  
iShares MSCI Taiwan ETF     870       30,085  
iShares MSCI United Kingdom ETF     809       26,705  
Global X MSCI Argentina ETF     2,828       78,081  
Global X MSCI Greece ETF (a)     17,020       136,840  
Global X MSCI Pakistan ETF     11,250       96,524  
iShares 1-3 Year Treasury Bond ETF     27,540       2,316,664  
iShares China Large-Cap ETF     5,463       241,846  
iShares MSCI Australia ETF     1,159       24,942  
iShares MSCI Austria ETF     4,931       98,078  
iShares MSCI Brazil ETF     7,616       312,179  
iShares MSCI Canada ETF (a)     1,328       36,706  
iShares MSCI France ETF     896       26,405  
iShares MSCI Germany ETF     1,557       41,914  
iShares MSCI Hong Kong ETF     2,053       53,809  
iShares MSCI India ETF     458       16,145  
iShares MSCI Indonesia ETF     239       6,138  
iShares MSCI Italy ETF     2,188       60,805  
iShares MSCI Japan ETF     394       21,560  
iShares MSCI Mexico ETF     1,523       66,388  
iShares MSCI Peru ETF     480       18,859  
iShares MSCI Philippines ETF     255       8,747  
iShares MSCI Russia ETF     992       34,214  
iShares MSCI South Korea ETF     770       46,932  
iShares MSCI Spain ETF     3,393       97,074  
iShares MSCI Sweden ETF     989       29,888  
iShares MSCI Switzerland ETF     885       31,302  
iShares MSCI Thailand ETF     240       21,199  
iShares MSCI Turkey ETF     1,952       47,375  
TOTAL INVESTMENT COMPANIES (Cost $4,877,224)             4,862,761  

 

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

7

Rogers AI Global Macro ETF

 

Schedule of Investments

March 31, 2019 (Unaudited)(continued)


 

    Shares     Value  
SHORT-TERM INVESTMENTS - 0.2%                
Money Market Funds - 0.2%                
Invesco Advisers, Inc. STIT - Treasury Portfolio - Institutional Class, 2.33% (b)     9,542     $ 9,542  
TOTAL SHORT-TERM INVESTMENTS (Cost $9,542)             9,542  
                 
INVESTMENTS PURCHASED WITH SECURITIES LENDING COLLATERAL - 5.9%                
Mount Vernon Liquid Assets Portfolio, LLC, 2.61% (b)
            286,461  
TOTAL INVESTMENTS PURCHASED WITH SECURITIES LENDING COLLATERAL (Cost $286,461)             286,461  
                 
Total Investments (Cost $5,173,227) - 105.9%             5,158,764  
Liabilities in Excess of Other Assets - (5.9)%             (288,528 )
TOTAL NET ASSETS - 100.0%           $ 4,870,236  

 

Percentages are stated as a percent of net assets.

 


(a) All or a portion of this security is out on loan as of March 31, 2019.

(b) The rate quoted is the annualized seven-day yield at March 31, 2019.

 

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

 

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

8

Rogers AI Global Macro ETF

 

STATEMENT OF ASSETS AND LIABILITIES
As of March 31, 2019 (Unaudited)


 
    Rogers AI
Global
Macro ETF
 
ASSETS        
Investments in unaffiliated securities, at value*   $ 5,158,764  
Receivables:        
Dividends and interest receivable     20  
Securities lending income receivable     1,029  
Total Assets   $ 5,159,813  
         
LIABILITIES        
Collateral received for securities loaned (Note 7)     286,461  
Payables:        
Management fees payable     3,116  
Total Liabilities     289,577  
Net Assets   $ 4,870,236  
         
NET ASSETS CONSIST OF:        
Paid-in Capital   $ 5,013,686  
Total Distributable Earnings     (143,450 )
Net Assets   $ 4,870,236  
         
*Identified Cost:        
Investments in unaffiliated securities   $ 5,173,227  
         
Shares Outstanding^     200,000  
Net Asset Value, Offering and Redemption Price per Share   $ 24.35  

 

^

No par value, unlimited number of shares authorized

 

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

9

Rogers AI Global Macro ETF

 

STATEMENT OF OPERATIONS

For the Period Ended March 31, 2019 (Unaudited)


 
    Rogers AI
Global Macro
ETF
 
INVESTMENT INCOME      
Income:      
Dividends from unaffiliated securities   $ 65,161  
Interest     179  
Securities lending income     3,967  
Total Investment Income     69,307  
Expenses:        
Management fees     18,031  
Total Expenses     18,031  
Net Investment Income     51,276  
         
REALIZED & UNREALIZED LOSS ON INVESTMENTS        
Net Realized Loss on:        
Unaffiliated investments     (94,967 )
Net Realized Loss on Investments and Foreign Currency     (94,967 )
Net Change in Unrealized Depreciation of:        
Unaffiliated investments     (28,939 )
Net Change in Unrealized Depreciation of Investments and Foreign Currency     (28,939 )
Net Realized and Unrealized Loss on Investments     (123,906 )
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS   $ (72,630 )

 

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

10

Rogers AI Global Macro ETF

 

STATEMENTS OF CHANGES IN NET ASSETS


 
    Period
Ended
March 31,
2019
(Unaudited)
    Period Ended
September 30,
20181
 
OPERATIONS                
Net investment income (loss)   $ 51,276     $ (319 )
Net realized loss on investments     (94,967 )     (36,627 )
Net change in unrealized appreciation (depreciation) of investments     (28,939 )     14,476  
Net decrease in net assets resulting from operations     (72,630 )     (22,470 )
                 
DISTRIBUTIONS TO SHAREHOLDERS                
Total distributions from distributable earnings     (48,669 )      
                 
CAPITAL SHARE TRANSACTIONS                
Net increase (decrease) in net assets derived from net change in outstanding shares (a)           5,014,005  
Net increase (decrease) in net assets   $ (121,299 )   $ 4,991,535  
NET ASSETS                
Beginning of Period     4,991,535        
End of Period   $ 4,870,236     $ 4,991,535  

 


(a)

Summary of share transactions is as follows:

 

    Period Ended
March 31, 2019
(Unaudited)
    Period Ended
September 30, 20181
 
    Shares     Amount     Shares     Amount  
Shares Sold         $       200,000     $ 5,014,005  
Shares Redeemed                        
Net Transactions in Fund Shares         $       200,000     $ 5,014,005  
Beginning Shares     200,000                        
Ending Shares     200,000               200,000          

 

1

Fund commenced operations on June 21, 2018. The information presented is for the period from June 21, 2018 to September 30, 2018.

 

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

11

Rogers AI Global Macro ETF

 

FINANCIAL HIGHLIGHTS

For a capital share outstanding throughout the period


 
    Period
Ended
March 31,
2019
(Unaudited)
    Period
Ended
September 30,
20181
 
             
Net Asset Value, Beginning of Period   $ 24.96     $ 25.00  
Income from Investment Operations:                
Net investment income2     0.26        
Net realized and unrealized loss on investments     (0.87 )     (0.04 )
Total from investment operations     (0.61 )     (0.04 )
Less Distributions:                
Distributions from net investment income            
Net asset value, end of period   $ 24.35     $ 24.96  
Total Return     -1.42 %3     -0.16 %3
                 
Ratios/Supplemental Data:                
Net assets at end of period (000’s)   $ 4,870     $ 4,992  
Expenses to Average Net Assets     0.75 %4     0.75 %4
Net Investment Income to Average Net Assets     2.13 %4     -0.03 %4
Portfolio Turnover Rate     23 %3     93 %3

 

1

Commencement of operations on June 21, 2018.

2

Calculated based on average shares outstanding during period.

3

Not annualized.

4

Annualized.

 

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

12

Rogers AI Global Macro ETF

 

NOTES TO FINANCIAL STATEMENTS
March 31, 2019 (Unaudited)


 
NOTE 1 – ORGANIZATION

 

The Rogers AI Global Macro 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 Rogers AI Global Macro Index (the “Index”). The Fund commenced operations on June 21, 2018.

 

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 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 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(S) for this reporting period, which is filed with the U.S. Securities and Exchange Commission (SEC). For more information about the underlying Fund’s operations and policies, please refer to those Fund’s semiannual and annual reports, which are filed with the SEC.

13

Rogers AI Global Macro ETF

 

NOTES TO FINANCIAL STATEMENTS
March 31, 2019 (Unaudited) (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 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 March 31, 2019, the Fund did not hold any fair valued securities.

 

As described above, the Fund utilizes various methods to measure the fair value of its investments on a recurring basis. U.S. GAAP establishes a hierarchy that prioritizes inputs to valuation methods. The three levels of inputs are:

 


Level 1

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

 


Level 2

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

 


Level 3

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

 

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

 

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

14

Rogers AI Global Macro ETF

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2019 (Unaudited) (Continued)


 

The following table presents a summary of the Funds’ investments in securities, at fair value, as of March 31, 2019:

 

Rogers AI Global Macro ETF

 

Assets^   Level 1     Level 2     Level 3     Total  
Exchange Traded Funds   $ 4,862,761     $     $     $ 4,862,761  
Short-Term Investments     9,542                   9,542  
Investments Purchased with Securities Lending                                
Collateral*                       286,461  
Total Investments in Securities   $ 4,872,303     $     $     $ 5,158,764  

 

^ For further information regarding security characteristics, 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 2018 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 March 31, 2019, management has reviewed the tax positions for open periods (for Federal purposes, three years from the date of filing and for state purposes, four years from the date of filing), as applicable to the Funds, and has determined that no provision for income tax is required in the Funds’ financial statements.

 


C. Security Transactions and Investment Income. Investment securities transactions are accounted for on the trade date. Gains and losses realized on sales of securities are determined on a specific identification basis. Discounts/premiums on debt securities purchased are accreted/amortized over the life of the respective securities using the effective interest method. Dividend income is recorded on the ex-dividend date. Interest income is recorded on an accrual basis. Income, including gains, from investments in foreign securities received by the Fund may be subject to income, withholding or other taxes imposed by foreign countries.

 

15

Rogers AI Global Macro ETF

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2019 (Unaudited) (Continued)


  


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

 


E. Distributions to Shareholders. Distributions to shareholders from net investment income 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 Rogers AI Global Macro 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.

 

Emerging Markets Securities Risk. The Fund’s investments may expose the Fund’s portfolio to the risks of investing in emerging markets. Investments in emerging markets are subject to greater risk of loss than investments in developed markets. This is due to, among other things, greater market volatility, lower trading volume, political and economic instability, greater risk of market shutdown and more governmental limitations on foreign investments than typically found in developed markets. In addition, less developed markets are more likely to experience problems with the clearing and settling of trades and the holding of securities by local banks, agents and depositories.

 

16

Rogers AI Global Macro ETF

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2019 (Unaudited) (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.

 

Fixed Income Risk. The value of the Fund’s investments in fixed income securities will fluctuate with changes in interest rates. Typically, a rise in interest rates causes a decline in the value of fixed income securities owned by the Fund. On the other hand, if rates fall, the value of the fixed income securities generally increases. The Fund may be subject to a greater risk of rising interest rates due to the current period of historically low rates and the effect of potential government fiscal policy initiatives and resulting market reaction to those initiatives. In general, the market price of fixed income securities with longer maturities will increase or decrease more in response to changes in interest rates than shorter-term securities. The value of the Fund’s direct or indirect investments in fixed income securities may be affected by the inability of issuers to repay principal and interest or illiquidity in debt securities markets.

 

Fixed-Income Instruments Risks. Changes in interest rates generally will cause the value of fixed-income instruments held by the Fund to vary inversely to such changes. Prices of longer-term fixed-income instruments generally fluctuate more than the prices of shorter-term fixed income instruments as interest rates change. Fixed-income instruments that are fixed-rate are generally more susceptible than floating rate loans to price volatility related to changes in prevailing interest rates. The prices of floating rate fixed-income instruments tend to have less fluctuation in response to changes in interest rates, but will have some fluctuation, particularly when the next interest rate adjustment on such security is further away in time or adjustments are limited in amount over time. The Fund may invest in short-term securities that, when interest rates decline, affect the Fund’s yield as these securities mature or are sold and the Fund purchases new short-term securities with lower yields. An obligor’s willingness and ability to pay interest or to repay principal due in a timely manner may be affected by, among other factors, its cash flow.

 

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.

 

New Fund Risk. There can be no assurance that the Fund will grow to or maintain an economically viable size.

 

Other Investment Companies Risk. The Fund will incur higher and duplicative expenses when it invests in other investment companies such as ETFs. There is also the risk that the Fund may suffer losses due to the investment practices of the underlying funds. When the Fund invests in other investment companies, the Fund will be subject to substantially the same risks as those associated with the direct ownership of securities held by such investment companies. Investments in ETFs are also subject to the following risks: (i) the market price of an ETF’s shares may trade above or below their net asset value; (ii) an active trading market for an ETF’s shares may not develop or be maintained; and (iii) trading of an ETF’s shares may be halted for a number of reasons.

 

17

Rogers AI Global Macro ETF

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2019 (Unaudited) (Continued)


 

NOTE 4 – COMMITMENTS AND OTHER RELATED PARTY TRANSACTIONS

 

ETF Managers Group, LLC (the “Advisor”), serves as the investment advisor to the Fund. Pursuant to an Investment Advisory Agreement (“Advisory Agreement”) between the Trust, on behalf of the Fund, and the Advisor, the Advisor provides investment advice to the Fund and oversees the day-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 unitary 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. The Advisor has an agreement with, and is dependent on, a third party to pay the Fund’s expenses in excess of 0.75% of the Fund’s average daily net assets. Additionally, under the Investment Advisory Agreement, the Advisor has agreed to pay all expenses of the Fund, except for: the fee paid to the Advisor pursuant to the Investment Advisory Agreement, interest charges on any borrowings, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, extraordinary expenses, and distribution (12b-1) fees and expenses (collectively, “Excluded Expenses”). The Advisor has entered into an Agreement with ETFMG Financial, LLC (the “Sponsor”). The sponsor provides marketing support for the Funds, including distributing marketing materials related to the Fund. The Sponsor does not make investment decisions, provide investment advice, or otherwise act in the capacity of an investment adviser to the Fund. Additionally, the Sponsor is not involved in the maintenance of the Underlying Index and does not otherwise act in the capacity of an index provider. Ocean Capital Advisors, LLC serves as the index provider for 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 daily average net assets. For the period ended March 31, 2019, the Fund did not incur any 12b-1 expenses.

 

18

Rogers AI Global Macro ETF

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2019 (Unaudited) (Continued)


 

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 period ended March 31, 2019:

 

    Purchases     Sales  
Rogers AI Global Macro ETF   $ 1,131,512     $ 1,123,725  

 

The costs of purchases and sales of in-kind transactions associated with creations and redemptions for the period ended March 31, 2019:

 

    Purchases
In-Kind
    Sales
In-Kind
 
Rogers AI Global Macro ETF   $     $  

 

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 Fund’s taxable gains and are not distributed to shareholders.

 

There were no purchases or sales of U.S. Government obligations for the period ended March 31, 2019.

 

NOTE 7 — SECURITIES LENDING

 

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

 

As of March 31, 2019, the value of the securities on loan and payable for collateral due to broker were as follows:

 

19

Rogers AI Global Macro ETF

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2019 (Unaudited) (Continued)


   

Value of Securities on Loan and Collateral Received

 

Fund  

Values of

Securities

on Loan

   

Fund

Collateral

Received*

 
Rogers AI Global Macro ETF   $ 278,184     $ 286,461  

 

* The cash collateral received was invested in the Mount Vernon Liquid Assests Portfolio 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, 2018 were as follows:

 

    Cost    

Gross

Unrealized

Appreciation

   

Gross

Unrealized

Depreciation

    Net Unrealized Appreciation (Depreciation)  
Rogers AI Global Macro ETF   $ 6,693,518     $ 55,968     $ (59,318 )   $ (3,350 )

 

   

Undistributed

Ordinary

Income

   

Undistributed

Long-term

Gain

   

Total

Distributable

Earnings

   

Other

Accumulated  

Loss

   

Total

Accumulated

Gain

 
Rogers AI Global Macro ETF   $     $     $     $ (18,801 )   $ (22,151 )

 

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, 2018, the Fund had accumulated capital loss carryovers of:

 

   

Capital Loss

Carryover

ST

    Expires  
Rogers AI Global Macro ETF   $ 18,801       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 period ended September 30, 2018.

 

   

Late Year

Ordinary

Loss

 

Post-October

Capital Loss

Rogers AI Global Macro ETF   None   None

 

20

Rogers AI Global Macro ETF

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2019 (Unaudited) (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, 2018, the following table shows the reclassifications made:

 

   

Undistributed Accumulated

Net Investment

Income

   

Accumulated

Net Realized

Loss

   

Paid-In

Capital

 
Rogers AI Global Macro ETF   $ 319     $     $ (319 )

 

The Fund did not pay out any ordinary income or capital gains during the period ended September 30, 2018.

 

NOTE 9 – NEW ACCOUNTING PROCOUNCEMENTS

 

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

 

In March 2017, the FASB issued ASU No. 2017-08, Receivables – Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities (“ASU 2017-08”). The amendments in the ASU 2017-08 shorten the amortization period for certain callable debt securities, held at a premium, to be amortized to the earliest call date. The ASU 2017-08 does not require an accounting change for securities held at a discount; which continues to be amortized to maturity. The ASU 2017-08 is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2018. Management is currently evaluating the impact, if any, of applying this provision.

 

NOTE 10 – LEGAL MATTERS

 

The Trust, the trustees of the Trust, the Adviser and certain officers of the Adviser are defendants in an action filed May 2, 2017 in the Superior Court of New Jersey captioned PureShares, LLC d/b/a PureFunds et al. v. ETF Managers Group, LLC et al., Docket No. C-63-17. The PureShares action alleges claims based on disputes arising out of contractual relationships with the Adviser. The action seeks damages in unspecified amounts and injunctive relief based on breach of contract, wrongful termination, and several other theories. At the outset of the litigation, and again a few weeks later, plaintiffs sought temporary injunctive relief. Both motions were denied, and the matter is now proceeding through pretrial discovery. The defendants believe the lawsuit is without merit and intend to vigorously defend themselves against the allegations.

 

21

Rogers AI Global Macro ETF

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2019 (Unaudited) (Continued)


  
The Adviser and its parent, Exchange Traded Managers Group, LLC are defendants in a case filed on October 26, 2017 in the United States District Court for the Southern District of New York by NASDAQ, Inc. captioned Nasdaq, Inc. v. Exchange Traded Managers Group, LLC et al., Case 1:17-cv-08252. This action arises out of related facts and circumstances in the New Jersey litigation and asserts claims for breach of contract, wrongful termination and certain other theories with respect to the same exchange traded Fund discussed above. The defendants in the Southern District actions believe the lawsuit is without merit and asserted counterclaims against NASDAQ for breaches of its duties under the related index license agreement and various other agreements. A bench trial on this matter began on May 13, 2019 and is ongoing as of the date of the mailing of the Fund’s semi-annual reports. Management of the Trust and the Fund, after consultation with legal counsel, believes that the resolution of these matters will not have a material adverse effect on the Fund’s financial statements.

 

NOTE 11 – SUBSEQUENT EVENTS

 

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

 

22

Rogers AI Global Macro ETF

 

Expense Example

Six Months Ended March 31, 2019 (Unaudited)


 

As a shareholder of Rogers AI Global Macro ETF (the “Fund”) you incur two types of costs: (1) transaction costs, including brokerage commissions on purchases and sales of Fund shares, and (2) ongoing costs, including management fees and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (October 1, 2018 to March 31, 2019).

 

Actual Expenses

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

 

Hypothetical Example for Comparison Purposes

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

 

Rogers AI Global Macro ETF

 

    Beginning Account Value October 1, 2018     Ending Account Value March 31, 2019     Expenses Paid During the Period^     Annualized Expense Ratio During Period October 1, 2018 to March 31, 2019  
Actual   $ 1,000.00     $ 985.80     $ 3.71       0.75 %
Hypothetical (5% annual)   $ 1,000.00     $ 1,021.19     $ 3.78       0.75 %

 

^

The dollar amounts shown as expenses paid during the period are equal to the annualized expense ratio multiplied by the average account value during the period, multiplied by 182/365 (to reflect the period from October 1, 2018 to March 31, 2019).

23

Rogers AI Global Macro ETF

 

SUPPLEMENTARY INFORMATION (Unaudited)

March 31, 2019 (Unaudited)


  

INFORMATION ABOUT PORTFOLIO HOLDINGS

 

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

 

INFORMATION ABOUT PROXY VOTING

 

A description of the policies and procedures the Fund uses to determine how to vote proxies relating to portfolio securities is provided in the Statement of Additional Information (“SAI”). The SAI is available without charge upon request by calling toll-free at 1-844-ETF-MGRS (1-844-383-6477), by accessing the SEC’s website at www.sec.gov, or by accessing the Fund’s website at www.etfmg.com/bikr.

 

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.etfmg.com/bikr. Read the prospectus carefully before investing.

 

24

This Page Intentionally Left Blank.


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, WI 53212

 

Transfer Agent, Fund Accountant and Fund Administrator

U.S. Bancorp Fund Services, LLC doing business as U.S. Bank Global Fund Services

615 East Michigan Street, Milwaukee, WI 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

25


Item 2. Code of Ethics.

Not applicable for semi-annual reports.

Item 3. Audit Committee Financial Expert.

Not applicable for semi-annual reports.

Item 4. Principal Accountant Fees and Services.

Not applicable for semi-annual reports.

Item 5. Audit Committee of Listed Registrants.

Not applicable for semi-annual reports.

Item 6. Investments.
 

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

(b)
Not applicable.

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.

Not applicable.


Item 11. Controls and Procedures.

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

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

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

Not applicable to open-end investment companies.

Item 13. Exhibits.

(a)
(1) Any code of ethics or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy Item 2 requirements through filing an exhibit. Not applicable for semi-annual reports.

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

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

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



SIGNATURES

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


(Registrant)  ETF Managers Trust 


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

Date  June 6, 2019                                                                                         


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

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

Date  June 6, 2019                                                                                           


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

Date  June 6, 2019                                                                                         


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