N-CSR/A 1 etfmg-mj_ncsra.htm N-CSR/A etfmg-mj_ncsra
 

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM N-CSR
 
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES
 
 
 
 
Investment Company Act file number 811-22310
 
 
 
ETF Managers Trust
(Exact name of registrant as specified in charter)
 
 
 
30 Maple Street, Suite 2
Summit, NJ 07901
 (Address of principal executive offices) (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, 2020
 
 
Date of reporting period: March 31, 2020
 

 
 
 
Explanatory Note: This amended and restated Semi-Annual Report (originally filed with the SEC on Form N-CSR on June 10, 2020) revises information with respect to the Fund’s performance figures for the periods ended March 31, 2020, as compared to its benchmarks.
 
 
Item 1. Reports to Stockholders.
 
 
  
 
 
 
ETFMG™ ETFs
 
TABLE OF CONTENTS
March 31, 2020 (Unaudited)
 
 
 
Page
Shareholders’ Letter
2
 
 
Growth of $10,000 Investment and Top 10 Holdings
4
 
 
Important Disclosures and Key Risk Factors
14
 
 
Portfolio Allocations
19
 
 
Schedules of Investments
20
 
 
Statements of Assets and Liabilities
36
 
 
Statements of Operations
37
 
 
Statements of Changes in Net Assets
38
 
 
Financial Highlights
43
 
 
Notes to the Financial Statements
48
 
 
Approval of Advisory Agreements and Board Considerations
60
 
 
Expense Examples
63
 
 
Statement Regarding Liquidity Risk Management Program
65
 
 
Trustees and Officers Table
67
 
 
Information about Portfolio Holdings
69
 
 
Information about Proxy Voting
69
 
 
1
 
 
ETFMG™ ETFs
 
Dear Shareholder,
 
On behalf of the entire team, we want to express our appreciation for the confidence you have placed in these ETFs. The following information pertains to the fiscal period from October 1, 2019 to March 31, 2020.
 
Performance Overview
 
During the 6-month period ended March 31, 2020, the S&P 500 Information Technology Sector Index, a broad measure of US listed technology companies, returned 0.07%. During the same period, the S&P Global 1200 Information Technology Sector Index, a broad measure of global technology companies, returned -0.74%. Below is a performance overview for each Fund for the same 6-month period, except as noted otherwise.
 
ETFMG Prime Junior Silver Miners ETF (SILJ)
 
The ETFMG Prime Junior Silver Miners ETF (the “Fund”) 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 -27.66%, while the total return for the Index was
-28.04%. The worst performers in the Fund on the basis of contribution to return were Hochschild Mining, First Majestic Silver, and Hecla 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 -2.44%, while the total return for the Index was
-2.98%. The best performers in the Fund on the basis of contribution to return were Sophos Group, Carbonite, and Fortinet, while the worst performers were Tufin Software Technologies, Cisco Systems, and Fingerprint Cards.
 
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 -19.65%, while the total return for the Index was
-19.33%. The best performers in the Fund on the basis of contribution to return were Adyen, Nexi Spa, and GMO Payment Gateway, while the worst performers were PagSeguro Digital, Discover Financial Services, and American Express.
 
ETFMG Sit Ultra Short ETF (VALT)
 
The following information pertains to the fiscal period from the Fund’s inception, October 8, 2019 to March 31, 2020.
 
The ETFMG Sit Ultra Short ETF (the “Fund”) is an actively managed exchange-traded fund (“ETF”) that seeks maximum current income, consistent with preservation of capital and daily liquidity.
 
Over the fiscal period, the total return for the Fund was -3.07%, while the total return for its benchmark, the Bloomberg Barclays U.S. Treasury Bills Index: 1-3 month Index, was 0.91%.
 
 
2
 
 
The Fund seeks to achieve its investment objective by investing in a diversified portfolio of high-quality, short-term U.S. dollar-denominated domestic and foreign debt securities and other instruments. The Fund uses the Bloomberg Barclays U.S. Treasury Bills Index: 1-3-month Index as its benchmark index. The Fund seeks to maintain an average effective duration within a range of 2 months to 1 year.
 
ETFMG Travel Tech ETF (AWAY)
 
The following information pertains to the fiscal period from the Fund’s inception, February 12, 2020 to March 31, 2020.
 
The ETFMG Travel Tech ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of the Prime Travel Technology Index NTR (the “Index”).
 
Over the fiscal period, the total return for the Fund was -42.91%, while the total return the Index, was -43.59%. The best performers in the Fund on the basis of contribution to return were Lotte Tour Development and Hana Tour Service, while the worst performers were Webjet, Expedia Group, and Despegar.com.
 
In late February, as COVID-19, the disease caused by the coronavirus, spread into regions beyond China, global stock markets began to experience significant declines and turbulence. As we write this letter in late April, the course of the coronavirus outbreak remains uncertain, and markets are likely to remain volatile in response to any news or government action concerning the virus. While markets continue working to assess the economic impact of the virus and the public health measures taken in response, it is still unclear what the costs will be and how long the effects will last, but history has shown that markets recover from downturns. For investors, we believe the most important course of action is to remain focused on your long-term goals, and to consult with your financial advisor.
 
You can find further details about SILJ, HACK, IPAY, VALT and AWAY by visiting www.etfmgfunds.com, or by calling 1-844-383-6477.
 
Sincerely,
 
 
Samuel Masucci III
Chairman of the Board
 
 
3
 
 
 
Average Annual Returns
 
 
 
 
1 Year
5 Year
Since Inception
Value of $10,000
Period Ended March 31, 2020
 
 
 
Return
Return
(11/28/12)
(3/31/20)
ETFMG Prime Junior Silver Miners ETF (NAV)
 
 
 
-23.01%
0.30%
-13.05%
$3,583
ETFMG Prime Junior Silver Miners ETF (Market)
 
 
 
-23.58%
-0.08%
-13.22%
$3,534
S&P 500 Index
 
 
 
 
 
-6.98%
6.73%
10.88%
$21,329
Prime Junior Silver Miners & Explorers Index
 
 
 
-23.25%
1.66%
-12.18%
$3,856
 
Performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance of the Fund may be lower or higher than the performance quoted. All performance is historical and includes reinvestment of dividends and capital gains. Performance data current to the most recent month end may be obtained by calling 1-844-ETF-MGRS (1-844-383-6477).
The chart illustrates the performance of a hypothetical $10,000 investment made on November 28, 2012, and is not intended to imply any future performance. The returns shown do not reflect the deduction of taxes that a shareholder would pay on fund distributions from the sale of Fund shares. The chart assumes reinvestment of capital gains and dividends, if any. The index returns do not reflect fees or expenses and are not available for direct investment.
 
 
4
 
 
ETFMG Prime Junior Silver Miners ETF
 
Top Ten Holdings as of March 31, 2020* (Unaudited)
 
Security
 
% of Total Investments
1
Pan American Silver Corp.
13.41%
2
Hecla Mining Co.
 
11.15%
3
First Majestic Silver Corp.
 
11.07%
4
Coeur Mining, Inc.
 
8.86%
5
SilverCrest Metals, Inc.
 
4.70%
6
Hochschild Mining PLC
 
4.56%
7
MAG Silver Corp.
 
4.28%
8
Silvercorp Metals, Inc.
 
4.10%
9
SSR Mining, Inc.
 
4.10%
10
Yamana Gold, Inc.
 
3.83%
 
Top Ten Holdings = 70.06% of Total Investments
* Current portfolio holdings may not be indicative of future fund holdings.
 
 
5
 
 
 
Average Annual Returns
 
1 Year
5 Year
Since Inception
Value of $10,000
Period Ended March 31, 2020
Return
Return
(11/11/14)
(3/31/20)
ETFMG Prime Cyber Security ETF (NAV)
 
-8.52%
5.81%
7.59%
$14,824
ETFMG Prime Cyber Security ETF (Market)
 
-9.04%
5.69%
7.49%
$14,752
S&P 500 Index
 
 
 
-6.98%
6.73%
6.67%
$14,154
Prime Cyber Defense Index
 
 
-8.78%
6.01%
7.93%
$15,077
 
Performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance of the Fund may be lower or higher than the performance quoted. All performance is historical and includes reinvestment of dividends and capital gains. Performance data current to the most recent month end may be obtained by calling 1-844-ETF-MGRS (1-844-383-6477).
 
The chart illustrates the performance of a hypothetical $10,000 investment made on November 11, 2014, and is not intended to imply any future performance. The returns shown do not reflect the deduction of taxes that a shareholder would pay on fund distributions from the sales of Fund shares. The chart assumes reinvestment of capital gains and dividends. The chart assumes reinvestment of capital gains and dividends, if any. The Index Returns do not reflect fees or expenses and are not available for direct investment.
 
6
 
 
ETFMG Prime Cyber Security ETF
 
Top Ten Holdings as of March 31, 2020* (Unaudited)
 
Security
 
 
 
% of Total Investments
1
CloudFlare, Inc.
 
 
 
3.35%
2
ETFMG Sit Ultra Short ETF
 
 
3.31%
3
Cisco Systems, Inc.
 
 
3.17%
4
Akamai Technologies, Inc.
 
 
2.87%
5
Qualys, Inc.
 
 
 
2.62%
6
Splunk, Inc.
 
 
 
2.60%
7
Fortinet, Inc.
 
 
 
2.56%
8
Trend Micro, Inc.
 
 
 
2.41%
9
Ping Identity Holding Corp.
 
 
2.37%
10
Proofpoint, Inc.
 
 
 
2.35%
 
Top Ten Holdings = 27.61% of Total Investments
* Current portfolio holdings may not be indicative of future Fund holdings.
 
 
7
 
 
 
Average Annual Returns
 
1 Year
Since Inception
Value of $10,000
Period Ended March 31, 2020
Return
(7/15/15)
(3/31/20)
ETFMG Prime Mobile Payments ETF (NAV)
-12.73%
9.23%
$15,161
ETFMG Prime Mobile Payments ETF (Market)
-13.22%
9.13%
$15,092
S&P 500 Index
 
 
-6.98%
6.59%
$13,509
Prime Mobile Payments Index
 
-12.08%
9.91%
$15,611
 
Performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance of the Fund may be lower or higher than the performance quoted. All performance is historical and includes reinvestment of dividends and capital gains. Performance data current to the most recent month end may be obtained by calling 1-844-ETF-MGRS (1-844-383-6477).
 
The chart illustrates the performance of a hypothetical $10,000 investment made on July 15, 2015, and is not intended to imply any future performance. The returns shown do not reflect the deduction of taxes that a shareholder would pay on fund distributions from the sales of Fund shares. The chart assumes reinvestment of capital gains and dividends. The chart assumes reinvestment of capital gains and dividends, if any. The Index Returns do not reflect fees or expenses and are not available for direct investment.
 
8
 
 
ETFMG Prime Mobile Payments ETF
 
Top Ten Holdings as of March 31, 2020* (Unaudited)
 
Security
 
 
% of Total Investments
1
PayPal Holdings, Inc.
 
 
5.73%
2
Fidelity National Information Services, Inc.
 
5.67%
3
Visa, Inc.
 
 
5.60%
4
MasterCard, Inc.
 
 
5.25%
5
Fiserv, Inc.
 
 
5.24%
6
Global Payments, Inc.
 
 
4.95%
7
ETFMG Sit Ultra Short ETF
 
4.94%
8
American Express Co.
 
 
4.42%
9
Adyen N.V.
 
 
4.10%
10
Square, Inc.
 
 
3.32%
 
Top Ten Holdings= 49.22% of Total Investments
* Current Fund holdings may not be indicative of future Fund holdings.
 
 
9
 
 
 
Average Annual Returns
Since Inception
Value of $10,000
Period Ended March 31, 2020
(10/8/2019)
(3/31/20)
ETFMG Sit Ultra Short ETF (NAV)
-3.07%
$9,693
ETFMG Sit Ultra Short ETF (Market)
-3.15%
$9,685
 
Performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance of the Fund may be lower or higher than the performance quoted. All performance is historical and includes reinvestment of dividends and capital gains. Performance data current to the most recent month end may be obtained by calling 1-844-ETF-MGRS (1-844-383-6477).
 
The chart illustrates the performance of a hypothetical $10,000 investment made on October 8, 2019, and is not intended to imply any future performance. The returns shown do not reflect the deduction of taxes that a shareholder would pay on fund distributions from the sales of Fund shares. The chart assumes reinvestment of capital gains and dividends. The chart assumes reinvestment of capital gains and dividends, if any.
 
 
10
 
 
ETFMG Sit Ultra Short ETF
 
Top Ten Holdings as of March 31, 2020* (Unaudited)
 
Security
 
 
% of Total Investments
1
Carvana Auto Receivables Trust
 
3.47%
2
Albemarle Corp.
 
 
2.99%
3
Hyundai Capital America
 
2.99%
4
Westlake Automobile Receivables Trust
2.91%
5
AbbVie, Inc.
 
 
2.86%
6
HSBC Holdings PLC
 
2.64%
7
Arrow Electronics, Inc.
 
2.53%
8
Commonwealth Bank of Australia
 
2.49%
9
Westpac Banking Corp.
 
2.47%
10
Daimler Finance North America LLC
 
2.33%
 
Top Ten Holdings =27.68% of Total Investments
* Current Fund holdings may not be indicative of future Fund holdings.
 
 
 
11
 
 
 
Average Annual Returns
Since Inception
Value of $10,000
Period Ended March 31, 2020
(2/12/2020)
(3/31/20)
ETFMG Travel Tech ETF (NAV)
-42.91%
$5,709
ETFMG Travel Tech ETF (Market)
-42.80%
$5,720
S&P 500 Index
-23.28%
$7,672
Prime Travel Technology Index GTR
-43.59%
$5,641
 
Performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance of the Fund may be lower or higher than the performance quoted. All performance is historical and includes reinvestment of dividends and capital gains. Performance data current to the most recent month end may be obtained by calling 1-844-ETF-MGRS (1-844-383-6477).
 
The chart illustrates the performance of a hypothetical $10,000 investment made on February 12, 2020, and is not intended to imply any future performance. The returns shown do not reflect the deduction of taxes that a shareholder would pay on fund distributions from the sales of Fund shares. The chart assumes reinvestment of capital gains and dividends. The chart assumes reinvestment of capital gains and dividends, if any. The Index Returns do not reflect fees or expenses and are not available for direct investment.
 
12
 
 
ETFMG Travel Tech ETF
 
Top Ten Holdings as of March 31, 2020* (Unaudited)
 
Security
 
 
% of Total Investments
1
Uber Technologies, Inc.
 
13.25%
2
Booking holdings, Inc.
 
9.40%
3
Lyft, Inc.
 
 
7.84%
4
Trip.com Group, Ltd.
 
7.21%
5
Amadeus IT Group S.A.
 
6.28%
6
Trainline PLC
 
 
5.05%
7
Hongcheng-Elong Holdings, Ltd.
 
4.74%
8
TravelSky, Ltd.
 
 
4.51%
9
Expedia Group, Inc.
 
4.18%
10
TripAdvisor, Inc.
 
 
4.02%
 
Top Ten Holdings = 66.48% 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 Miners ETF (the “Fund” or the “Junior Silver ETF”) seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of the Prime Junior Silver Miners & Explorers Index (the “Index”).
 
Investments in foreign securities involve political, economic and currency risks, greater volatility and differences in accounting methods. These risks are greater for investments in emerging markets. The Fund is non-diversified, meaning it may concentrate its assets in fewer individual holdings than a diversified fund. Therefore, the Fund is more exposed to individual issuer volatility than a diversified fund. Funds that are less diversified across countries or geographic regions are generally riskier than more geographically diversified funds and risks associated with such countries or geographic regions may negatively affect a Fund. Investments in small capitalization companies tend to have limited liquidity and greater price volatility than large-capitalization companies. The ETFMG Prime Junior Silver Miners ETF is subject to risks associated with the worldwide price of silver and the costs of extraction and production. Worldwide silver prices may fluctuate substantially over short periods of time, so the Fund’s share price may be more volatile than other types of economic conditions, tax treatment, government regulation and intervention, and world events in the regions in which the companies operation. Several foreign countries have begun a process of privatizing certain entities and industries. Privatized entities may lose money or be renationalized. The Fund invests in some economies that are heavily dependent upon trading with key partners. Any reduction in this trading may cause an adverse impact on the economy in which the Fund invests. The Fund’s return may not match or achieve a high degree of correlation with the return of the Prime Junior Silver Miners & Explorers Index. To the extent the Fund utilizes a sampling approach, it may experience tracking error to a greater extent than if the Fund had sought to replicate the Prime Junior Silver Miners & Explorers Index. IOPV or indicative optimized portfolio value is an estimated intraday fair value of one share of an ETF determined by the last trade price of the fund’s underlying securities.
 
The Prime Junior Silver Miners & Explorers Index is designed to provide a benchmark for investors interested in tracking public, small-cap companies that are active in silver mining exploration and production industry. The stocks are screened for liquidity and weighted according to modified free-float market capitalization. The Index generally is comprised of 25-35 securities. An investment cannot be made directly in an index.
 
Unlike with an actively managed fund, the Fund’s adviser does not use techniques or defensive strategies designed to lessen the effects of market volatility or to reduce the impact of periods of market decline. This means that, based on market and economic conditions, the Fund’s performance could be lower than other types of funds that may actively shift their portfolio assets to take advantage of market opportunities or to lessen the impact of a market decline.
 
Natural or environmental disasters, such as earthquakes, fires, floods, hurricanes, tsunamis and other severe weather-related phenomena generally, and widespread disease, including pandemics and epidemics, have been and may be highly disruptive to economies and markets, adversely impacting individual companies, sectors, industries, markets, currencies, interest and inflation rates, credit ratings, investor sentiment, and other factors affecting the value of the Fund’s investments. Given the increasing interdependence among global economies and markets, conditions in one country, market, or region are increasingly likely to adversely affect markets, issuers, and/or foreign exchange rates in other countries, including the U.S. Any such events could have a significant adverse impact on the value of the Fund’s investments.
 
 
 
14
ETFMG™ ETFs
 
 
Additionally, natural or environmental disasters, widespread disease or other public health issues, war, acts of terrorism or other events could result in increased premiums or discounts to the Fund’s NAV.
 
HACK
 
The Fund seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of the Prime Cyber Defense Index (the “Index”).
 
The fund is concentrated in technology-related companies face intense competition, both domestically and internationally, which may have an adverse effect on profit margins. Such companies may have limited product lines, markets, financial resources or personnel. The products of such companies may face obsolescence due to rapid technological developments, frequent new product introduction, unpredictable changes in growth rates, competition for the services of qualified personnel, and competition from foreign competitors with lower production costs. Technology companies are heavily dependent on patent and intellectual property rights. The loss or impairment of these rights may adversely affect the profitability of these companies. Investments in foreign securities involve political, economic and currency risks, greater volatility and differences in accounting methods. The Funds are non-diversified, meaning they may concentrate its assets in fewer individual holdings than a diversified fund. Investments in smaller companies tend to have limited liquidity and greater price volatility than large-capitalization companies. Diversification does not assure a profit or protect against a loss in a declining market. The Fund’s return may not match or achieve a high degree of correlation with the return of the Prime Cyber Defense Index . To the extent the Fund utilizes a sampling approach, it may experience tracking error to a greater extent than if the Fund had sought to replicate the Prime Cyber Defense Index.
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.
 
Unlike with an actively managed fund, the Fund’s adviser does not use techniques or defensive strategies designed to lessen the effects of market volatility or to reduce the impact of periods of market decline. This means that, based on market and economic conditions, the Fund’s performance could be lower than other types of funds that may actively shift their portfolio assets to take advantage of market opportunities or to lessen the impact of a market decline.
 
Natural or environmental disasters, such as earthquakes, fires, floods, hurricanes, tsunamis and other severe weather-related phenomena generally, and widespread disease, including pandemics and epidemics, have been and may be highly disruptive to economies and markets, adversely impacting individual companies, sectors, industries, markets, currencies, interest and inflation rates, credit ratings, investor sentiment, and other factors affecting the value of the Fund’s investments. Given the increasing interdependence among global economies and markets, conditions in one country, market, or region are increasingly likely to adversely affect markets, issuers, and/or foreign exchange rates in other countries, including the U.S. Any such events could have a significant adverse impact on the value of the Fund’s investments.
 
Additionally, natural or environmental disasters, widespread disease or other public health issues, war, acts of terrorism or other events could result in increased premiums or discounts to the Fund’s NAV.
 
 
 
15
ETFMG™ ETFs
 
 
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.
 
Unlike with an actively managed fund, the Fund’s adviser does not use techniques or defensive strategies designed to lessen the effects of market volatility or to reduce the impact of periods of market decline. This means that, based on market and economic conditions, the Fund’s performance could be lower than other types of funds that may actively shift their portfolio assets to take advantage of market opportunities or to lessen the impact of a market decline.
 
Natural or environmental disasters, such as earthquakes, fires, floods, hurricanes, tsunamis and other severe weather-related phenomena generally, and widespread disease, including pandemics and epidemics, have been and may be highly disruptive to economies and markets, adversely impacting individual companies, sectors, industries, markets, currencies, interest and inflation rates, credit ratings, investor sentiment, and other factors affecting the value of the Fund’s investments. Given the increasing interdependence among global economies and markets, conditions in one country, market, or region are increasingly likely to adversely affect markets, issuers, and/or foreign exchange rates in other countries, including the U.S. Any such events could have a significant adverse impact on the value of the Fund’s investments.
 
Additionally, natural or environmental disasters, widespread disease or other public health issues, war, acts of terrorism or other events could result in increased premiums or discounts to the Fund’s NAV.
 
VALT
 
The ETFMG Sit Ultra Short ETF (the “Fund” or the “Ultra Short ETF”) seeks maximum current income, consistent with preservation of capital and daily liquidity.
 
The market price of the Fund’s fixed-income instruments may change, sometimes rapidly or unpredictably, in response to changes in interest rates, factors affecting securities markets generally, and other factors. Generally, when interest rates rise, the values of fixed-income instruments fall, and vice versa. The Fund may invest in floating rate securities, which are generally less sensitive to interest rate changes than securities with fixed interest rates but may decline in value if their interest rates do not rise as much, or as quickly, as comparable market interest rates. The Fund may invest in U.S. dollar-denominated debt obligations of foreign issuers. Mortgage- and asset-backed securities are subject to interest rate risk. Modest movements in interest rates (both increases and decreases) may quickly and significantly reduce the value of certain types of these securities. From time to time the Fund may invest a substantial amount of its assets in taxable or tax-exempt municipal securities whose interest is paid solely from revenues of similar projects.
 
 
 
16
ETFMG™ ETFs
 
 
Natural or environmental disasters, such as earthquakes, fires, floods, hurricanes, tsunamis and other severe weather-related phenomena generally, and widespread disease, including pandemics and epidemics, have been and may be highly disruptive to economies and markets, adversely impacting individual companies, sectors, industries, markets, currencies, interest and inflation rates, credit ratings, investor sentiment, and other factors affecting the value of the Fund’s investments. Given the increasing interdependence among global economies and markets, conditions in one country, market, or region are increasingly likely to adversely affect markets, issuers, and/or foreign exchange rates in other countries, including the U.S. Any such events could have a significant adverse impact on the value of the Fund’s investments.
 
The Fund is recently organized with a limited operating history. The Fund may not meet its investment objective based on the success or failure to implement investment strategies for the Fund.
 
The Fund’s investment strategy may require it to redeem shares for cash or to otherwise include cash as part of its redemption proceeds. In the event of large shareholder redemptions, the Fund may have to sell portfolio securities at times when it would not otherwise do so, which may negatively impact the Fund’s performance.
 
AWAY
 
The ETFMG Travel Tech ETF (the “Fund” or the “Travel Tech ETF”) seeks investment results that correspond generally to the price and yield, before fund fees and expenses, of the Prime Travel Technology Index (the “Index”).
 
Investing involves risk, including loss of principal. Shares of any ETF are bought and sold at market price (not NAV), may trade at a discount or premium to NAV and are not individually redeemed from the Fund. Brokerage commissions will reduce returns. Narrowly focused investments typically exhibit higher volatility. Companies in the technology field, including companies in the computers, telecommunications and electronics industries, face intense competition, which may have an adverse effect on profit margins. Technology companies may have limited product lines, markets, financial resources or personnel. The products of technology companies may face obsolescence due to rapid technological developments and frequent new product introduction, and such companies may face unpredictable changes in growth rates, competition for the services of qualified personnel and competition from foreign competitors with lower production costs. Companies in the technology sector are heavily dependent on patent and intellectual property rights. The loss or impairment of these rights may adversely affect the profitability of these companies.
 
Unlike with an actively managed fund, the Fund’s adviser does not use techniques or defensive strategies designed to lessen the effects of market volatility or to reduce the impact of periods of market decline. This means that, based on market and economic conditions, the Fund’s performance could be lower than other types of funds that may actively shift their portfolio assets to take advantage of market opportunities or to lessen the impact of a market decline.
 
 
 
17
ETFMG™ ETFs
 
 
Natural or environmental disasters, such as earthquakes, fires, floods, hurricanes, tsunamis and other severe weather-related phenomena generally, and widespread disease, including pandemics and epidemics, have been and may be highly disruptive to economies and markets, adversely impacting individual companies, sectors, industries, markets, currencies, interest and inflation rates, credit ratings, investor sentiment, and other factors affecting the value of the Fund’s investments. Given the increasing interdependence among global economies and markets, conditions in one country, market, or region are increasingly likely to adversely affect markets, issuers, and/or foreign exchange rates in other countries, including the U.S. Any such events could have a significant adverse impact on the value of the Fund’s investments.
 
Additionally, natural or environmental disasters, widespread disease or other public health issues, war, acts of terrorism or other events could result in increased premiums or discounts to the Fund’s NAV.
 
The Fund is a recently organized, diversified management investment company with limited operating history.
 
 
 
18
 
ETFMG™ ETFs
 
PORTFOLIO ALLOCATIONS
As of March 31, 2020 (Unaudited)
 
 
 
ETFMG Prime Junior Silver Miners ETF
 
 
ETFMG Prime Cyber Security ETF
 
 
ETFMG Prime Mobile Payments ETF
 
 
ETFMG Sit Ultra ETF
 
 
ETFMG Travel Tech ETF
 
As a percent of Net Assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Australia
  -%
  -%
  0.4%
  -%
  1.8%
Brazil
  - 
  - 
  1.2 
  - 
  1.4 
Canada
  66.4 
  - 
  - 
  - 
  - 
China
  - 
  - 
  - 
  - 
  4.4 
Cyprus
  - 
  - 
  1.2 
  - 
  0.1 
Finland
  - 
  0.1 
  - 
  - 
  - 
France
  - 
  - 
  6.2 
  - 
  - 
Germany
  - 
  - 
  3.7 
  - 
  - 
Hong Kong
  - 
  - 
  0.8 
  - 
  - 
Israel
  - 
  7.2 
  - 
  - 
  - 
Italy
  - 
  - 
  3.2 
  - 
  - 
Japan
  - 
  4.4 
  3.7 
  - 
  11.2 
Mauritus
  - 
  - 
  - 
  - 
  3.2 
Netherlands
  - 
    
  5.0 
  - 
  0.8 
Peru
  4.5 
  - 
  - 
  - 
  - 
Republic of Korea
  - 
  0.7 
  - 
  - 
  5.1 
Spain
  - 
  - 
  - 
  - 
  6.2 
Sweden
  - 
  1.6 
  - 
  - 
  - 
United Kingdom
  - 
  6.9 
  0.4 
  - 
  7.4 
United States
  22.6 
  76.3 
  74.0 
  - 
  54.4 
Asset Backed Securities
  - 
  - 
  - 
  12.4 
  - 
Coporate Obligations
  - 
  - 
  - 
  86.6 
  - 
Exchange Traded Funds
  - 
  4.1 
  6.0 
  - 
  - 
Municipal Debt Obligations
  - 
  - 
  - 
  1.1 
  - 
Short-Term and other Net Assets (Liabilities)
  6.5 
  (1.3)
  (5.8)
  (0.1)
  4.0 
 
  100.0%
  100.0%
  100.0%
  100.0%
  100.0%
 
 
 
19
ETFMG™ ETFs
 
ETFMG Prime Junior Silver Miners ETF
 
Schedule of Investments
March 31, 2020 (Unaudited)
 
 
Shares
 
 
Value
 
COMMON STOCKS - 93.5%
 
 
 
 
 
 
Canada - 66.4%
 
 
 
 
 
 
Commercial Services & Supplies - 2.1%
 
 
 
 
 
 
Alexco Resource Corp. (a)
  1,578,031 
 $1,925,198 
Metals & Mining - 64.3% (c)
    
    
Americas Gold & Silver Corp. (a)
  1,072,154 
  1,630,363 
Bear Creek Mining Corp. (a)
  1,434,762 
  1,203,026 
Canada Cobalt Works, Inc. (a)
  1,277,161 
  290,408 
Endeavour Silver Corp. (a)
  1,705,255 
  2,285,042 
Excellon Resources, Inc. (a)
  2,596,733 
  1,014,853 
First Majestic Silver Corp. (a)
  1,647,051 
  10,195,246 
Fortuna Silver Mines, Inc. (a)
  768,164 
  1,768,529 
Great Panther Mining, Ltd. (a)
  3,379,410 
  1,041,534 
Hudbay Minerals, Inc.
  1,034,782 
  1,955,887 
Kootenay Silver, Inc. (a)(e)
  6,570,289 
  770,339 
MAG Silver Corp. (a)
  511,153 
  3,944,519 
Mandalay Resources Corp. (a)(d)
  1,612,061 
  824,759 
Maya Gold & Silver, Inc. (a)(d)
  1,512,882 
  1,042,774 
Minaurum Gold, Inc. (a)(d)
  4,773,140 
  1,017,510 
Minco Silver Corp. (a)(d)
  1,088,483 
  344,187 
Mirasol Resources, Ltd. (a)
  1,002,891 
  224,480 
Pan American Silver Corp.
  858,551 
  12,353,910 
Sabina Gold & Silver Corp. (a)
  1,619,094 
  1,346,081 
Sierra Metals, Inc. (a)(d)
  1,266,951 
  963,290 
Silvercorp Metals, Inc. (a)
  1,152,850 
  3,776,479 
SilverCrest Metals, Inc. (a)
  827,326 
  4,332,689 
SSR Mining, Inc. (a)
  331,084 
  3,775,953 
Trevali Mining Corp. (a)
  9,444,252 
  570,427 
Yamana Gold, Inc.
  1,283,721 
  3,530,233 
Total Metals & Mining
    
  60,202,518 
Total Canada
    
  62,127,716 
 
    
    
Peru - 4.5%
    
    
Metals & Mining - 4.5% (c)
    
    
Hochschild Mining PLC
  3,175,899 
  4,197,241 
 
    
    
United States - 22.6%
    
    
Metals & Mining - 22.6% (c)
    
    
Coeur Mining, Inc. (a)
  2,544,256 
  8,167,062 
Gold Resource Corp.
  398,261 
  1,095,218 
Golden Minerals Co. (a)
  1,524,317 
  320,259 
Hecla Mining Co.
  5,641,832 
  10,268,134 
McEwen Mining, Inc.
  2,056,696 
  1,359,064 
Total Metals & Mining
    
  21,209,737 
Total United States
    
  21,209,737 
TOTAL COMMON STOCKS (Cost $138,760,933)
    
  87,534,694 
 
The accompanying notes are an integral part of these financial statements.
 
 
20
ETFMG™ ETFs
 
ETFMG Prime Junior Silver Miners ETF
 
Schedule of Investments
March 31, 2020 (Unaudited) (Continued)
 
 
 
 
Shares
 
 
Value
 
SHORT-TERM INVESTMENTS - 4.9%
 
 
 
 
 
 
MONEY MARKET FUNDS - 4.9%
 
 
 
 
 
 
Invesco Advisers, Inc. STIT-Treasury Portfolio - Institutional Class, 0.30% (b)
  4,596,605 
 $4,596,605 
TOTAL MONEY MARKET FUNDS (Cost $4,596,605)
    
  4,596,605 
 
    
    
Total Investments (Cost $143,357,538) - 98.4%
    
  92,131,299 
Liabilities in Excess of Other Assets - 1.6%
    
  1,543,389 
TOTAL NET ASSETS - 100.0%
    
 $93,674,688 
 
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, 2020.
(c) 
As of March 31, 2020, the Fund had a significant portion of its assets invested in the Metals & Mining Industry.
(d) 
These securities have been deemed illiquid according to the Fund's liquidity guidelines. The value of these securities total $4,192,520, which represents 4.48% of total net assets.
(e) 
Affiliated security. Please refer to Note 9 of the Notes to Financial Statements.
 
The Global Industry Classification Standard (GICS®) was developed by and/or is the exclusive property of MSCI, Inc. and Standard & Poor's Financial Services LLC (“S&P”).  GICS is a service mark of MSCI and S&P and has been licensed for use by U.S. Bancorp Fund Services, LLC., doing business as U.S. Bank Global Fund Services ("Fund Services").
 
 
The accompanying notes are an integral part of these financial statements.
 
 
21
ETFMG™ ETFs
 
ETFMG Prime Cyber Security ETF
 
Schedule of Investments
March 31, 2020 (Unaudited)
 
 
 
Shares
 
 
Value
 
COMMON STOCKS - 97.2%
 
 
 
 
 
 
Finland - 0.1%
 
 
 
 
 
 
Software - 0.1%
 
 
 
 
 
 
F-Secure Oyj
  574,485 
 $1,504,800 
 
    
    
Israel - 7.2%
    
    
Communications Equipment - 0.9%
    
    
Radware, Ltd. (a)
  524,590 
  11,053,111 
Software - 6.3%
    
    
Check Point Software Technologies, Ltd. (a)(b)
  336,574 
  33,839,150 
CyberArk Software, Ltd. (a)(b)
  300,454 
  25,706,844 
Tufin Software Technologies Ltd. (a)(b)
  1,543,242 
  13,549,665 
Total Software
    
  73,095,659 
Total Israel
    
  84,148,770 
 
    
    
Japan - 4.4%
    
    
Software - 4.4%
    
    
Digital Arts, Inc.
  262,454 
  11,398,839 
FFRI, Inc. (a)(b)
  247,124 
  4,332,283 
Trend Micro, Inc.
  704,187 
  34,971,947 
Total Software
    
  50,703,069 
 
    
    
Republic of Korea - 0.7%
    
    
Software - 0.7%
    
    
Ahnlab, Inc.
  174,174 
  8,141,045 
 
    
    
Sweden - 1.6%
    
    
Electronic Equipment, Instruments & Components - 1.6%
    
    
Fingerprint Cards AB - Class B (b)
  13,980,838 
  18,598,625 
 
    
    
United Kingdom - 6.9%
    
    
Aerospace & Defense - 2.9%
    
    
BAE Systems PLC
  1,727,848 
  11,198,637 
QinetiQ Group PLC
  2,713,148 
  10,851,379 
Ultra Electronics Holdings PLC
  455,628 
  11,363,960 
Total Aerospace & Defense
    
  33,413,976 
IT Services - 0.4%
    
    
NCC Group PLC
  2,362,776 
  4,871,763 
Software - 3.6%
    
    
Avast Plc
  6,468,133 
  31,605,951 
Mimecast, Ltd. (a)
  294,017 
  10,378,800 
Total Software
    
  41,984,751 
Total United Kingdom
    
  80,270,490 
 
    
    
United States - 76.3%
    
    
Aerospace & Defense - 2.5%
    
    
Parsons Corp. (a)
  895,115 
  28,607,875 
 
The accompanying notes are an integral part of these financial statements.
 
 
22
ETFMG™ ETFs
 
ETFMG Prime Cyber Security ETF
 
Schedule of Investments
March 31, 2020 (Unaudited) (Continued)
 
 
 
 
Shares
 
 
Value
 
Communications Equipment - 8.6%
 
 
 
 
 
 
Cisco Systems, Inc.
  1,172,172 
 $46,078,081 
F5 Networks, Inc. (a)(b)
  102,189 
  10,896,413 
Juniper Networks, Inc.
  1,595,766 
  30,542,961 
NetScout Systems, Inc. (a)(b)
  539,188 
  12,762,580 
Total Communications Equipment
    
  100,280,035 
Internet Software & Services - 0.5%
    
    
Zix Corp. (a)(b)
  1,241,005 
  5,348,732 
IT Services - 15.3%
    
    
Akamai Technologies, Inc. (a)
  455,318 
  41,657,044 
Booz Allen Hamilton Holding Corp. (b)
  205,250 
  14,088,360 
CACI International, Inc. - Class A (a)
  155,503 
  32,834,459 
Leidos Holdings, Inc.
  150,679 
  13,809,730 
ManTech International Corp. - Class A
  164,059 
  11,922,168 
Okta, Inc. (a)(b)
  137,944 
  16,865,034 
Science Applications International Corp.
  441,935 
  32,981,609 
VeriSign, Inc. (a)
  76,196 
  13,722,138 
Total IT Services
    
  177,880,542 
Software - 49.4% (e)
    
    
A10 Networks, Inc. (a)
  996,736 
  6,189,731 
Cloudflare, Inc. - Class A (a)(b)
  2,068,926 
  48,578,383 
CommVault Systems, Inc. (a)(b)
  816,050 
  33,033,704 
Crowdstrike Holdings, Inc. - Class A (a)(b)
  318,327 
  17,724,447 
Everbridge, Inc. (a)(b)
  164,373 
  17,482,712 
FireEye, Inc. (a)
  2,319,805 
  24,543,537 
ForeScout Technologies, Inc. (a)
  374,114 
  11,818,261 
Fortinet, Inc. (a)
  367,930 
  37,223,478 
MobileIron, Inc. (a)
  1,899,444 
  7,217,887 
NortonLifeLock, Inc.
  1,530,622 
  28,637,938 
OneSpan, Inc. (a)
  751,017 
  13,630,959 
Palo Alto Networks, Inc. (a)
  189,069 
  30,999,753 
Ping Identity Holding Corp. (a)(b)
  1,715,868 
  34,351,677 
Proofpoint, Inc. (a)(b)
  332,499 
  34,111,073 
Qualys, Inc. (a)(b)
  437,810 
  38,085,092 
Rapid7, Inc. (a)
  230,249 
  9,976,689 
SailPoint Technologies Holding, Inc. (a)(b)
  1,572,855 
  23,938,853 
SecureWorks Corp. - Class A (a)(b)(d)
  909,155 
  10,464,374 
SolarWinds Corp. (a)(b)
  2,076,684 
  32,541,638 
Splunk, Inc. (a)
  298,680 
  37,702,376 
Tenable Holdings, Inc. (a)
  1,494,784 
  32,675,978 
Varonis Systems, Inc. (a)(b)
  171,105 
  10,894,255 
Verint Systems, Inc. (a)(b)
  254,123 
  10,927,289 
Zscaler, Inc. (a)(b)
  322,584 
  19,632,462 
Total Software
    
  572,382,546 
Total United States
    
  884,499,730 
TOTAL COMMON STOCKS (Cost $1,217,436,977)
    
  1,127,866,529 
 
The accompanying notes are an integral part of these financial statements.
 
 
23
ETFMG™ ETFs
 
ETFMG Prime Cyber Security ETF
 
Schedule of Investments
March 31, 2020 (Unaudited) (Continued)
 
 
 
 
Shares
 
 
Value
 
INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL – 25.1%
 
 
 
 
 
 
ETFMG Sit Ultra Short ETF (d)
  1,000,000 
 $48,080,000 
Mount Vernon Liquid Assets Portfolio, LLC, 0.91% (c)
  243,676,366 
  243,676,366 
TOTAL INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL (Cost $293,785,243)
    
  291,756,366 
 
    
    
SHORT-TERM INVESTMENTS - 2.9%
    
    
Money Market Funds - 2.9%
    
    
Invesco Advisers, Inc. STIT-Treasury Portfolio - Institutional Class 0.30% (c)
  32,213,192 
  32,213,192 
TOTAL SHORT-TERM INVESTMENTS (Cost $32,213,192)
    
  32,213,192 
 
    
    
Total Investments (Cost $1,543,435,412) - 125.2%
    
  1,451,836,087 
Liabilities in Excess of Other Assets - (25.2)%
    
  (291,965,062)
TOTAL NET ASSETS - 100.0%
    
 $1,159,871,025 
 
Percentages are stated as a percent of net assets.
 
(a) 
Non-income producing security.
(b) 
All or a portion of this security is out on loan as of March 31, 2020.
(c) 
The rate quoted is the annualized seven-day yield at March 31, 2020.
(d) 
Affiliated security. Please refer to Note 9 of the Notes to Financial Statements.
(e) 
As of March 31, 2020 the Fund had a significant portion of its assets in the Software Industry.
 
The accompanying notes are an integral part of these financial statements.
 
 
24
ETFMG™ ETFs
 
ETFMG Prime Mobile Payments ETF
 
Schedule of Investments
March 31, 2020 (Unaudited)
 
 
 
Shares
 
 
Value
 
COMMON STOCKS - 99.8%
 
 
 
 
 
 
Australia - 0.4%
 
 
 
 
 
 
IT Services - 0.4% (d)
 
 
 
 
 
 
EML Payments, Ltd. (a)
  1,357,165 
 $1,920,024 
 
    
    
Brazil - 1.2%
    
    
IT Services - 1.2% (d)
    
    
Cielo SA
  6,526,129 
  5,639,291 
 
    
    
Cyprus - 1.2%
    
    
IT Services - 1.2% (d)
    
    
QIWI PLC - ADR
  551,683 
  5,908,525 
 
    
    
France - 6.2%
    
    
Electronic Equipment, Instruments & Components - 3.1%
    
    
Ingenico Group SA
  136,554 
  14,599,697 
IT Services - 3.1% (d)
    
    
Worldline SA (a)
  250,646 
  14,844,701 
Total France
    
  29,444,398 
 
    
    
Germany - 3.7%
    
    
IT Services - 3.7% (d)
    
    
Wirecard AG (b)
  153,344 
  17,698,742 
 
    
    
Hong Kong - 0.8%
    
    
Electronic Equipment, Instruments & Components - 0.4%
    
    
PAX Global Technology, Ltd. (a)
  5,157,894 
  1,942,672 
IT Services - 0.4% (d)
    
    
Huifu Payment, Ltd. (a)
  5,972,171 
  1,764,054 
Total Hong Kong
    
  3,706,726 
 
    
    
Italy - 3.2%
    
    
IT Services - 3.2% (d)
    
    
Nexi SpA (a)
  1,188,016 
  15,537,106 
 
    
    
Japan - 3.7%
    
    
Consumer Finance - 0.6%
    
    
Jaccs Co, Ltd.
  157,917 
  2,693,511 
IT Services - 2.9% (d)
    
    
GMO Payment Gateway, Inc.
  199,794 
  14,084,525 
Software - 0.2%
    
    
Intelligent Wave, Inc.
  191,977 
  885,567 
Total Japan
    
  17,663,603 
 
    
    
Netherlands - 5.0%
    
    
IT Services - 5.0% (d)
    
    
Adyen NV (a)
  28,160 
  23,933,050 
 
The accompanying notes are an integral part of these financial statements.
 
 
25
ETFMG™ ETFs
 
ETFMG Prime Mobile Payments ETF
 
Schedule of Investments
March 31, 2020 (Unaudited) (Continued)
 
 
 
 
Shares
 
 
Value
 
United Kingdom - 0.4%
 
 
 
 
 
 
Commercial Services & Supplies - 0.4%
 
 
 
 
 
 
PayPoint PLC
  304,455 
 $2,026,952 
 
    
    
United States - 74.0%
    
    
Consumer Finance - 9.8%
    
    
American Express Co. (b)
  301,605 
  25,820,403 
Discover Financial Services
  272,977 
  9,737,090 
Green Dot Corp. - Class A (a)
  449,427 
  11,410,952 
Total Consumer Finance
    
  46,968,445 
IT Services - 61.0% (d)
    
    
Euronet Worldwide, Inc. (a)
  97,351 
  8,344,928 
EVERTEC, Inc.
  386,511 
  8,785,395 
Evo Payments, Inc. - Class A (a)
  458,754 
  7,018,936 
Fidelity National Information Services, Inc.
  272,210 
  33,111,624 
Fiserv, Inc. (a)
  322,206 
  30,606,348 
FleetCor Technologies, Inc. (a)
  76,557 
  14,280,943 
Global Payments, Inc. (b)
  200,343 
  28,895,471 
I3 Verticals, Inc. - Class A (a)
  139,779 
  2,668,381 
International Money Express, Inc. (a)
  169,694 
  1,549,306 
MasterCard, Inc. - Class A
  127,049 
  30,689,956 
Net 1 UEPS Technologies, Inc. (a)(b)
  594,512 
  1,730,030 
Pagseguro Digital, Ltd. - Class A (a)(b)
  519,483 
  10,041,606 
PayPal Holdings, Inc. (a)
  349,442 
  33,455,577 
Paysign, Inc. (a)(b)
  210,597 
  1,086,681 
Square, Inc. - Class A (a)
  369,907 
  19,375,729 
StoneCo, Ltd. - Class A (a)(b)
  410,848 
  8,944,161 
Visa, Inc. - Class A (b)
  203,191 
  32,738,134 
Western Union Co. (b)
  603,960 
  10,949,795 
WEX, Inc. (a)
  75,004 
  7,841,668 
Total IT Services
    
  292,114,669 
Software - 1.8%
    
    
ACI Worldwide, Inc. (a)
  359,902 
  8,691,633 
Technology Hardware, Storage & Peripherals - 1.4%
    
    
NCR Corp. (a)
  386,919 
  6,848,466 
Total United States
    
  354,623,213 
TOTAL COMMON STOCKS (Cost $627,584,432)
    
  478,101,630 
 
    
    
INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL - 22.0%
    
    
ETFMG Sit Ultra Short ETF (e)
  600,000 
  28,848,000 
Mount Vernon Liquid Assets Portfolio, LLC, 0.91% (c)
  76,435,279 
  76,435,279 
TOTAL INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING  COLLATERAL (Cost $106,517,546)
    
  105,283,279 
 
    
    
 
The accompanying notes are an integral part of these financial statements.
 
 
26
ETFMG™ ETFs
 
ETFMG Prime Mobile Payments ETF
 
Schedule of Investments
March 31, 2020 (Unaudited) (Continued)
 
 
 
 
Shares
 
 
Value
 
 
 
 
 
 
 
 
SHORT-TERM INVESTMENTS - 0.2%
 
 
 
 
 
 
Money Market Funds - 0.2%
 
 
 
 
 
 
Invesco Advisers, Inc. STIT-Treasury Portfolio - Institutional Class, 0.30% (c)
  882,104 
 $882,104 
TOTAL SHORT-TERM INVESTMENTS (Cost $882,104)
    
  882,104 
 
    
    
Total Investments (Cost $734,984,082) - 122.0%
    
  584,267,013 
Liabilities in Excess of Other Assets - (22.0)%
    
  (105,209,208)
TOTAL NET ASSETS - 100.0%
    
 $479,057,805 
 
Percentages are stated as a percent of net assets.
 
ADR 
American Depositary Receipt
(a) 
Non-income producing security.
(b) 
All or a portion of this security is out on loan as of March 31, 2020.
(c) 
The rate quoted is the annualized seven-day yield at March 31, 2020.
(d) 
As of March 31, 2020 the Fund had a significant portion of its assets in the IT Services Industry.
(e) 
Affiliated security. Please refer to Note 9 of the Notes to Financial Statements.
 
 
The accompanying notes are an integral part of these financial statements.
 
 
27
ETFMG™ ETFs
 
ETFMG Sit Ultra Short ETF
 
Schedule of Investments
March 31, 2020 (Unaudited)
 
 
 
Principal Amount
 
 
Value
 
ASSET BACKED SECURITIES - 12.4%
 
 
 
 
 
 
Air Canada Class B Pass Through Trust
 
 
 
 
 
 
Series 2013-1, 5.375%, 11/15/2022 (a)
 $1,078,096 
 $1,093,617 
Carvana Auto Receivables Trust
    
    
Series 2019-2, 2.580%, 03/15/2023 (a)
  3,480,000 
  3,406,551 
Continental Airlines Class A Pass Through Trust
    
    
Series 2010-1, 4.750%, 01/12/2021
  499,350 
  503,794 
DT Auto Owner Trust
    
    
Series 2019-4, 2.360%, 01/16/2024 (a)
  1,105,000 
  1,084,922 
Hertz Vehicle Financing II LP
    
    
Series 2017-2, 3.290%, 10/25/2023 (a)
  1,950,000 
  1,886,054 
United Auto Credit Securitization Trust
    
    
Series 2018-2, 4.260%, 05/10/2023 (a)
  1,000,000 
  990,663 
Westlake Automobile Receivables Trust
    
    
Serires 2019-2, 2.570%, 02/15/2023 (a)
  2,862,948 
  2,853,948 
TOTAL ASSET BACKED SECURITIES (Cost $12,096,804)
    
  11,819,549 
 
    
    
CORPORATE OBLIGATIONS - 86.6%
    
    
Aerospace & Defense - 2.9%
    
    
General Dynamics Corp.
    
    
2.875%, 05/11/2020
  430,000 
  430,306 
2.021% (3 Month LIBOR + 0.290%) 05/11/2020 (b)
  643,000 
  643,121 
3.000%, 05/11/2021
  340,000 
  342,728 
Lockheed Martin Corp.
    
    
2.500%, 11/23/2020
  599,000 
  601,973 
Textron, Inc.
    
    
2.284% (3 Month LIBOR + 0.550%) 11/10/2020 (b)
  700,000 
  700,036 
 
    
  2,718,164 
Airlines - 0.6%
    
    
United Airlines 2014-2 Class B Pass Through Trust
    
    
4.625%, 03/03/2024
  580,877 
  544,119 
 
    
    
Automotive - 4.2%
    
    
American Honda Finance Corp.
    
    
2.043% (3 Month LIBOR + 0.280%) 11/02/2020 (b)
  1,000,000 
  987,535 
Hyundai Capital America
    
    
2.850%, 11/01/2022 (a)
  3,000,000 
  2,933,546 
 
    
  3,921,081 
 
    
    
Automotive Equipment Rental and Leasing - 1.6%
    
    
General Motors Financial Co. Inc.
    
    
3.150%, 06/30/2022
  1,688,000 
  1,522,370 
 
    
    
 
    
    
 
The accompanying notes are an integral part of these financial statements.
 
 
28
ETFMG™ ETFs
 
ETFMG Sit Ultra Short ETF
 
Schedule of Investments
March 31, 2020 (Unaudited) (Continued)
 
 
 
 
Principal Amount
 
 
Value
 
Banks - 18.6%
 
 
 
 
 
 
Bank of America Corp.
 
 
 
 
 
 
2.250%, 04/21/2020
 $123,000 
 $122,982 
2.369%, 07/21/2021
  1,000,000 
  999,506 
Bank of Nova Scotia
    
    
1.639% (3 Month LIBOR + 0.640%) 03/07/2022 (b)
  150,000 
  144,592 
Barclays PLC
    
    
3.844% (3 Month LIBOR + 2.110%) 08/10/2021 (b)
  450,000 
  434,729 
3.459% (3 Month LIBOR + 1.625%) 01/10/2023 (b)
  1,300,000 
  1,250,524 
Commonwealth Bank of Australia
    
    
1.569% (3 Month LIBOR + 0.680%) 09/18/2022 (a)(b)
  2,539,000 
  2,442,961 
Fulton Financial Corp.
    
    
3.600%, 03/16/2022
  600,000 
  605,045 
HSBC Holdings PLC
    
    
3.400% (3 Month LIBOR + 1.500%) 01/05/2022 (b)
  2,700,000 
  2,589,419 
JPMorgan Chase & Co.
    
    
4.250%, 10/15/2020 (c)
  65,000 
  65,747 
JPMorgan Chase Bank NA
    
    
3.086%, 04/26/2021
  1,000,000 
  999,611 
PNC Bank NA
    
    
2.053% (3 Month LIBOR + 0.360%) 05/19/2020 (b)
  340,000 
  339,502 
Swedbank AB
    
    
1.441% (3 Month LIBOR + 0.700%) 03/14/2022 (a)(b)
  200,000 
  193,879 
Truist Bank
    
    
2.250% (3 Month LIBOR + 0.590%) 06/01/2020 (b)
  1,175,000 
  1,172,860 
2.353%, 08/02/2022
  1,655,000 
  1,562,536 
US Bank NA
    
    
2.051% (3 Month LIBOR + 0.250%) 07/24/2020 (b)
  2,000,000 
  1,995,377 
Wells Fargo & Co.
    
    
2.600%, 07/22/2020
  298,000 
  298,074 
Westpac Banking Corp.
    
    
2.418% (3 Month LIBOR + 0.570%) 01/11/2023 (b)
  2,500,000 
  2,421,343 
 
    
  17,638,687 
Beverages - 1.1%
    
    
Constellation Brands, Inc.
    
    
2.392% (3 Month LIBOR + 0.700%) 11/15/2021 (b)
  1,175,000 
  1,107,897 
Biotechnology - 3.5%
    
    
AbbVie, Inc.
    
    
2.346% (3 Month LIBOR + 0.650%) 11/21/2022 (a)(b)
  3,000,000 
  2,807,840 
GlaxoSmithKline Capital PLC
    
    
3.125%, 05/14/2021
  495,000 
  501,952 
2.054% (3 Month LIBOR + 0.350%) 05/14/2021 (b)
  120,000 
  115,312 
 
    
  3,425,104 
 
The accompanying notes are an integral part of these financial statements.
 
 
29
ETFMG™ ETFs
 
ETFMG Sit Ultra Short ETF
 
Schedule of Investments
March 31, 2020 (Unaudited) (Continued)
 
 
 
 
Principal Amount
 
 
Value
 
Business Support Services - 2.3%
 
 
 
 
 
 
Glencore Finance Canada, Ltd.
 
 
 
 
 
 
4.950%, 11/15/2021 (a)
 $1,200,000 
 $1,189,332 
4.250%, 10/25/2022 (a)
  1,000,000 
  959,777 
Pentair Finance Sarl
    
    
3.625%, 09/15/2020
  50,000 
  49,746 
 
    
  2,198,855 
Capital Markets - 6.3%
    
    
Ares Capital Corp.
    
    
3.625%, 01/19/2022
  1,500,000 
  1,406,765 
Bank of New York Mellon Corp.
    
    
2.562% (3 Month LIBOR + 0.870%) 08/17/2020 (b)
  175,000 
  175,037 
2.450%, 11/27/2020
  1,565,000 
  1,559,058 
Charles Schwab Corp.
    
    
2.016% (3 Month LIBOR + 0.320%) 05/21/2021 (b)
  500,000 
  490,584 
Morgan Stanley
    
    
2.800%, 06/16/2020
  1,000,000 
  999,897 
3.219% (3 Month LIBOR + 1.400%) 04/21/2021 (b)
  150,000 
  148,970 
State Street Corp.
    
    
2.592% (3 Month LIBOR + 0.900%) 08/18/2020 (b)
  1,200,000 
  1,193,365 
 
    
  5,973,676 
Chemicals - 3.1%
    
    
Albemarle Corp.
    
    
2.742% (3 Month LIBOR + 1.050%) 11/15/2022 (a)(b)
  3,085,000 
  2,938,985 
Consumer Finance - 0.4%
    
    
American Express Credit Corp.
    
    
1.791% (3 Month LIBOR + 1.050%) 09/14/2020 (b)
  350,000 
  348,133 
Converted Paper Product Manufacturing - 0.3%
    
    
Georgia-Pacific LLC
    
    
5.400%, 11/01/2020
  325,000 
  328,136 
Cosmetics & Toiletries - 0.7%
    
    
Unilever Capital Corp.
    
    
1.800%, 05/05/2020
  675,000 
  674,551 
Depository Credit Intermediation - 3.5%
    
    
BBVA USA
    
    
1.498% (3 Month LIBOR + 0.730%) 06/11/2021 (b)
  500,000 
  485,273 
Citibank NA
    
    
2.295% (3 Month LIBOR + 0.600%) 05/20/2022 (b)
  200,000 
  193,313 
Fifth Third Bank
    
    
2.200%, 10/30/2020
  1,700,000 
  1,694,698 
Manufacturers & Traders Trust Co.
    
    
2.064% (3 Month LIBOR + 0.270%) 01/25/2021 (b)
  400,000 
  394,447 
2.220% (3 Month LIBOR + 0.640%) 12/01/2021 (c)
  340,000 
  330,401 
Wells Fargo Bank NA
    
    
2.082%, 09/09/2022
  200,000 
  199,216 
 
    
  3,297,348 
 
    
    
 
The accompanying notes are an integral part of these financial statements.
 
 
30
ETFMG™ ETFs
 
ETFMG Sit Ultra Short ETF
 
Schedule of Investments
March 31, 2020 (Unaudited) (Continued)
 
 
 
 
 
Principal Amount
 
 
Value
 
Diversed Financial Services - 1.1%
 
 
 
 
 
 
Century Housing Corp.
 
 
 
 
 
 
3.824%, 11/01/2020
 $1,000,000 
 $1,015,435 
Diversified Telecommunication Services - 1.1%
    
    
Verizon Communications, Inc.
    
    
2.233% (3 Month LIBOR + 0.550%) 05/22/2020 (b)
  1,100,000 
  1,099,869 
Electric Power Generation, Transmission and Distribution - 1.6%
    
    
Duke Energy Indiana LLC
    
    
3.750%, 07/15/2020
  1,500,000 
  1,505,515 
Electronic Equipment, Instruments & Components - 2.6%
    
    
Arrow Electronics, Inc.
    
    
3.500%, 04/01/2022
  2,500,000 
  2,487,492 
Equity Real Estate Investment Trusts (REITs) - 2.7%
    
    
AvalonBay Communities, Inc.
    
    
2.261% (3 Month LIBOR + 0.430%) 01/15/2021 (b)
  1,565,000 
  1,540,406 
Weyerhaeuser Co.
    
    
4.700%, 03/15/2021
  1,000,000 
  1,009,400 
 
    
  2,549,806 
Finance - 1.6%
    
    
Avolon Holdings Funding, Ltd.
    
    
3.625%, 05/01/2022 (a)
  1,750,000 
  1,553,550 
Food Products - 0.6%
    
    
Conagra Brands, Inc.
    
    
2.552% (3 Month LIBOR + 0.750%) 10/22/2020 (b)
  533,000 
  527,407 
Grain and Oilseed Milling - 0.7%
    
    
Bunge Ltd Finance Corp.
    
    
3.000%, 09/25/2022
  706,000 
  695,936 
Health Care Providers & Services - 1.4%
    
    
Cigna Corp.
    
    
1.493%, (3 Month LIBOR + 0.650%) 09/17/2021 (b)
  1,350,000 
  1,296,351 
Hotels, Restaurants & Leisure - 0.2%
    
    
Choice Hotels International, Inc.
    
    
5.750%, 07/01/2022
  200,000 
  184,500 
Industrials - 0.6%
    
    
Perrigo Finance Unlimited Co.
    
    
3.500%, 12/15/2021
  200,000 
  206,690 
3.500%, 03/15/2021
  500,000 
  499,878 
 
    
  706,568 
 
    
    
 
    
    
 
The accompanying notes are an integral part of these financial statements.
 
 
31
ETFMG™ ETFs
 
ETFMG Sit Ultra Short ETF
 
Schedule of Investments
March 31, 2020 (Unaudited) (Continued)
 
 
 
 
Principal Amount
 
 
Value
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Insurance - 6.1%
 
 
 
 
 
 
Infinity Property & Casualty Corp.
 
 
 
 
 
 
5.000%, 09/19/2022
 $1,050,000 
 $1,023,322 
Jackson National Life Global Funding
    
    
2.154% (3 Month LIBOR + 0.600%) 01/06/2023 (a)(b)
  2,000,000 
  1,933,801 
Metropolitan Life Global Funding I
    
    
2.145% (3 Month SOFR + 0.570%) 01/13/2023 (a)(b)
  2,000,000 
  1,748,834 
Progressive Corp.
    
    
3.750%, 08/23/2021
  1,000,000 
  1,022,225 
 
    
  5,728,182 
Insurance and Employee Benefit Funds - 0.2%
    
    
Athene Global Funding
    
    
3.138% (3 Month LIBOR + 1.230%) 07/01/2022 (a)(b)
  200,000 
  201,341 
Media - 1.2%
    
    
Comcast Corp.
    
    
2.239% (3 Month LIBOR + 0.330%) 10/01/2020 (b)
  1,100,000 
  1,093,025 
Motor Vehicle Manufacturing - 3.5%
    
    
BMW US Capital LLC
    
    
2.540% (3 Month LIBOR + 0.640%) 04/06/2022 (a)(b)
  990,000 
  945,094 
Daimler Finance North America LLC
    
    
2.563% (3 Month LIBOR + 0.880%) 02/22/2022 (a)(b)
  2,422,000 
  2,284,927 
 
    
  3,230,021 
Multiline Retail - 1.1%
    
    
Dollar Tree, Inc.
    
    
2.536%, (3 Month LIBOR + 0.700%) 04/17/2020 (b)
  1,097,000 
  1,096,771 
Multi-Utilities - 3.9%
    
    
Ameren Corp.
    
    
2.700%, 11/15/2020
  1,000,000 
  997,163 
CenterPoint Energy Houston Electric LLC
    
    
1.850%, 06/01/2021
  350,000 
  344,353 
Duke Energy Florida LLC
    
    
4.550%, 04/01/2020
  2,000,000 
  2,000,000 
NextEra Energy Capital Holdings, Inc.
    
    
4.500%, 06/01/2021
  150,000 
  153,074 
WEC Energy Group, Inc.
    
    
2.450%, 06/15/2020
  225,000 
  224,822 
 
    
  3,719,412 
Oil, Gas & Consumable Fuels - 2.2%
    
    
BP Capital Markets PLC
    
    
1.702% (3 Month LIBOR + 0.650%) 09/19/2022 (b)
  130,000 
  129,826 
Marathon Petroleum Corp.
    
    
5.125%, 03/01/2021
  100,000 
  96,985 
MPLX LP
    
    
2.099%, (3 Month LIBOR + 1.100%) 09/09/2022 (b)
  1,859,000 
  1,730,341 
Phillips 66
    
    
2.247% (3 Month LIBOR + 0.600%) 02/26/2021 (b)
  224,000 
  209,559 
 
    
  2,166,711 
 
The accompanying notes are an integral part of these financial statements.
 
 
32
ETFMG™ ETFs
 
ETFMG Sit Ultra Short ETF
 
Schedule of Investments
March 31, 2020 (Unaudited) (Continued)
 
 
 
 
Principal Amount
 
 
Value
 
Other Financial Investment Activities - 1.1%
 
 
 
 
 
 
Diageo Capital PLC
 
 
 
 
 
 
4.828%, 07/15/2020
 $1,000,000 
 $1,007,584 
Professional Services - 1.8%
    
    
Equifax, Inc. (b)
    
    
2.562%, (3 Month LIBOR + 0.870%) 08/15/2021
  1,747,000 
  1,705,299 
Semiconductors & Semiconductor Equipment - 0.5%
    
    
Intel Corp.
    
    
1.850%, 05/11/2020
  200,000 
  199,864 
1.811% (3 Month LIBOR + 0.080%) 05/11/2020 (b)
  300,000 
  299,813 
 
    
  499,677 
Specialty Retail - 1.2%
    
    
AutoZone, Inc.
    
    
2.500%, 04/15/2021
  100,000 
  99,604 
Home Depot, Inc.
    
    
1.464% (3 Month LIBOR + 0.150%) 06/05/2020 (b)
  1,000,000 
  995,894 
 
    
  1,095,498 
Trading Companies & Distributors - 0.5%
    
    
GATX Corp.
    
    
2.461% (3 Month LIBOR + 0.720%) 11/05/2021 (b)
  500,000 
  490,260 
TOTAL CORPORATE OBLIGATIONS (Cost $85,179,119)
    
  82,293,316 
 
    
    
MUNICIPAL DEBT OBLIGATIONS - 1.1%
    
    
California Housing Finance
    
    
4.950%, 08/01/2020
  1,000,000 
  1,011,110 
TOTAL MUNICIPAL DEBT OBLIGATIONS (Cost $1,004,125)
    
  1,011,110 
 
    
    
SHORT-TERM INVESTMENTS - 3.2%
    
    
Money Market Funds  - 3.2%
    
    
First American Government Obligations Fund - Class X, 0.45% (d)
  3,084,894 
  3,084,894 
TOTAL SHORT TERM INVESTMENTS (Cost $3,084,894)
    
  3,084,894 
 
    
    
Total Investments (Cost $101,364,942) - 103.3%
    
  98,208,869 
Liabilities in Excess of Other Assets - (3.3)%
    
  (3,170,610)
TOTAL NET ASSETS - 100.0%
    
 $95,038,259 
 
Percentages are stated as a percent of net assets.
 
ADR 
American Depositary Receipt
 
(a) 
Restricted security as defined in Rule 144(a) under the Securities Act of 1933. Resale to the public may require registration or may extend only to qualified institutional buyers. At March 31, 2020, the market value of these securities total $33,449,622, which represents 35.20% of total net assets.
(b) 
Variable rate security based on a reference index and spread. The rate reported is the rate in effect as of March 31, 2020.
(c) 
Variable rate security. The coupon is based on an underlying pool of assets. The rate reported is the rate in effect as of March 31, 2020.
(d) 
The rate quoted is the annualized seven-day yield at March 31, 2020.
 
The accompanying notes are an integral part of these financial statements.
 
 
33
ETFMG™ ETFs
 
ETFMG Travel Tech ETF
 
Schedule of Investments
March 31, 2020 (Unaudited)
 
 
 
Shares
 
 
Value
 
COMMON STOCKS - 96.0%
 
 
 
 
 
 
Australia - 1.8%
 
 
 
 
 
 
Internet & Direct Marketing Retail - 1.8%
 
 
 
 
 
 
Webjet, Ltd.
  11,422 
 $25,784 
 
    
    
Brazil - 1.4%
    
    
Hotels, Restaurants & Leisure - 1.4%
    
    
CVC Brasil Operadora e Agencia de Viagens SA
  9,272 
  20,128 
 
    
    
China - 4.4%
    
    
IT Services - 4.4%
    
    
TravelSky Technology, Ltd. (a)
  35,812 
  63,192 
 
    
    
Cyprus - 0.1%
    
    
Internet & Direct Marketing Retail - 0.1%
    
    
Yatra Online, Inc. (a)
  2,066 
  2,128 
 
    
    
Japan - 11.2%
    
    
Hotels, Restaurants & Leisure - 1.9%
    
    
Adventure, Inc.
  1,600 
  26,784 
Internet & Direct Marketing Retail - 9.3%
    
    
Airtrip Corp.
  3,800 
  25,375 
Open Door, Inc. (a)
  5,200 
  35,690 
Temairazu, Inc.
  1,600 
  56,247 
Veltra Corp. (a)
  4,200 
  15,702 
Total Internet & Direct Marketing Retail
    
  133,014 
Total Japan
    
  159,798 
 
    
    
Mauritius - 3.2%
    
    
Internet & Direct Marketing Retail - 3.2%
    
    
MakeMyTrip, Ltd. (a)
  3,856 
  46,098 
 
    
    
Netherlands - 0.8%
    
    
Interactive Media & Services - 0.8%
    
    
Trivago NV - ADR (a)
  7,378 
  10,772 
 
    
    
Republic of Korea - 5.1%
    
    
Hotels, Restaurants & Leisure - 5.1%
    
    
Hana Tour Service, Inc.
  1,518 
  46,263 
Lotte Tour Development Co., Ltd. (a)
  3,777 
  26,559 
Total Hotels, Restaurants & Leisure
    
  72,822 
 
    
    
Spain - 6.2%
    
    
IT Services - 6.2%
    
    
Amadeus IT Group SA (a)
  1,850 
  88,143 
 
    
    
 
The accompanying notes are an integral part of these financial statements.
 
 
34
ETFMG™ ETFs
 
ETFMG Travel Tech ETF
 
Schedule of Investments
March 31, 2020 (Unaudited) (Continued)
 
 
 
 
Shares
 
 
Value
 
 
 
 
 
 
 
 
United Kingdom - 7.4%
 
 
 
 
 
 
Electronic Equipment, Instruments & Components - 0.3%
 
 
 
 
 
 
Accesso Technology Group PLC (a)
  1,978 
 $4,545 
Internet & Direct Marketing Retail - 7.1%
    
    
Hostelworld Group PLC
  18,390 
  12,175 
On the Beach Group PLC
  6,068 
  16,582 
Trainline PLC (a)
  16,770 
  70,822 
Total Internet & Direct Marketing Retail
    
  99,579 
Total United Kingdom
    
  104,124 
 
    
    
United States - 54.4%
    
    
Interactive Media & Services - 3.9%
    
    
TripAdvisor, Inc.
  3,241 
  56,361 
Internet & Direct Marketing Retail - 28.0%
    
    
Booking Holdings, Inc. (a)
  98 
  131,842 
Despegar.com Corp. (a)
  7,399 
  41,952 
Expedia Group, Inc. (a)
  1,041 
  58,577 
Tongcheng-Elong Holdings, Ltd. (a)
  47,268 
  66,457 
Trip.com Group, Ltd. - ADR (a)
  4,311 
  101,093 
Total Internet & Direct Marketing Retail
    
  399,921 
IT Services - 1.8%
    
    
Sabre Corp.
  4,261 
  25,268 
Road & Rail - 20.7%
    
    
Lyft, Inc. - Class A (a)
  4,096 
  109,978 
Uber Technologies, Inc. (a)
  6,654 
  185,779 
Total Road & Rail
    
  295,757 
Total United States
    
  777,307 
TOTAL COMMON STOCKS (Cost $2,404,424)
    
  1,370,296 
 
    
    
SHORT-TERM INVESTMENTS - 2.3%
    
    
Money Market Funds - 2.3%
    
    
Invesco Advisers, Inc. STIT-Treasury Portfolio - Institutional Class, 0.30% (b)
  32,288 
  32,288 
TOTAL SHORT-TERM INVESTMENTS (Cost $32,288)
    
  32,288 
 
    
    
Total Investments (Cost $2,436,712) - 98.3%
    
  1,402,584 
Other Assets in Excess of Liabilities - 1.7%
    
  24,505 
TOTAL NET ASSETS - 100.0%
    
 $1,427,089 
 
Percentages are stated as a percent of net assets.
        
 
ADR 
American Depositary Receipt
(a) 
Non-income producing security.
(c) 
The rate quoted is the annualized seven-day yield at March 31, 2020.
 
The accompanying notes are an integral part of these financial statements.
 
 
35
 
ETFMG™ ETFs
 
STATEMENTS OF ASSETS AND LIABILITIES
As of March 31, 2020 (Unaudited)
 
 
 
ETFMG Prime Junior Silver Miners ETF
 
 
ETFMG Prime Cyber Security ETF
 
 
ETFMG Prime Mobile Payments ETF
 
 
ETFMG Sit Ultra Short ETF
 
 
ETFMG Travel Tech ETF
 
ASSETS
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Investments in unaffiliated securities, at value*
 $91,360,960 
 $1,393,291,713 
 $555,419,013 
 $98,208,869 
 $1,402,584 
Investments in affiliated securities, at value*
  770,339 
  58,544,374 
  28,848,000 
  - 
  - 
Total Investments in securities, at value
 $92,131,299 
 $1,451,836,087 
 $584,267,013 
 $98,208,869 
 $1,402,584 
Cash
  1,653,045 
  6,636,382 
  152 
  - 
  - 
Foreign currency*
  - 
  - 
  72 
  - 
  24,905 
Receivables:
    
    
    
    
    
Dividends and interest receivable
  14,112 
  236,611 
  125,381 
  611,463 
  615 
Securities lending income receivable
  - 
  248,394 
  66,022 
  - 
  - 
Receivable for investments sold
  - 
  - 
  - 
  707,357 
  - 
Total Assets
  93,798,456 
  1,458,957,474 
  584,458,640 
  99,527,689 
  1,428,104 
 
    
    
    
    
    
LIABILITIES
    
    
    
    
    
Collateral received for securities loaned (Note 7)
 $- 
 $291,376,366 
 $105,055,279 
 $- 
 $- 
Payables:
    
    
    
    
    
Payable for investments purchased
  - 
  - 
  - 
  3,459,191 
  - 
Payable for fund shares redeemed
  - 
  7,108,520 
  - 
  - 
  - 
Management fees payable
  63,465 
  601,563 
  345,556 
  24,650 
  1,015 
Foreign currency transactions
  60,303 
  - 
  - 
  1,005,589 
  - 
Total Liabilities
  123,768 
  299,086,449 
  105,400,835 
  4,489,430 
  1,015 
Net Assets
 $93,674,688 
 $1,159,871,025 
 $479,057,805 
 $95,038,259 
 $1,427,089 
 
    
    
    
    
    
NET ASSETS CONSIST OF:
    
    
    
    
    
Paid-in Capital
 $184,636,898 
 $1,453,587,285 
 $612,278,105 
 $98,996,130 
 $2,500,000 
Total Distributable Earnings
  (90,962,210)
  (293,716,260)
  (133,220,300)
  (3,957,871)
  (1,072,911)
Net Assets
 $93,674,688 
 $1,159,871,025 
 $479,057,805 
 $95,038,259 
 $1,427,089 
 
    
    
    
    
    
*Identified Cost:
    
    
    
    
    
 
    
    
    
    
    
Investments in unaffiliated securities
 $142,096,828 
 $1,480,654,562 
 $704,901,815 
 $101,364,942 
 $2,436,712 
Investments in affiliated securities
  1,260,710 
  62,780,850 
  30,082,267 
  - 
  - 
Foreign currency
  - 
  4,839 
  77 
  - 
  24,899 
 
    
    
    
    
    
Shares Outstanding^
  13,900,000 
  32,350,000 
  12,800,000 
  1,975,000 
  100,000 
 
    
    
    
    
    
Net Asset Value, Offering and Redemption Price per Share
 $6.74 
 $35.85 
 $37.43 
 $48.12 
 $14.27 
 
^ No par value, unlimited number of shares authorized
 
The accompanying notes are an integral part of these financial statements.
 
 
36
 
 
ETFMG™ ETFs
 
STATEMENTS OF OPERATIONS
For the Period ended March 31, 2020 (Unaudited)
 
 
 
ETFMG Prime Junior Silver Miners ETF
 
 
ETFMG Prime Cyber Security ETF
 
 
ETFMG Prime Mobile Payments ETF
 
 
ETFMG Sit Ultra Short ETF
 
 
ETFMG Travel Tech ETF
 
INVESTMENT INCOME
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Income:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Dividends from unaffiliated securities (net of foreign withholdings tax of
 $136,327 
 $23,825,071 
 $1,902,740 
 $- 
 $1,635 
$19,153, $150,187, $21,189, $-, $-)
    
    
    
    
    
Interest
  3,511 
  74,291 
  14,307 
  587,694 
  25 
Securities lending income
  - 
  984,438 
  279,819 
  - 
  - 
Total Investment Income
  139,838 
  24,883,800 
  2,196,866 
  587,694 
  1,660 
 
    
    
    
    
    
Expenses:
    
    
    
    
    
Management fees
  428,999 
  4,354,996 
  2,567,398 
  75,139 
  1,792 
Total Expenses
  428,999 
  4,354,996 
  2,567,398 
  75,139 
  1,792 
Net Investment Income (Loss)
  (289,161)
  20,528,804 
  (370,532)
  512,555 
  (132)
 
    
    
    
    
    
REALIZED & UNREALIZED GAIN (LOSS) ON INVESTMENTS
    
    
    
    
    
Net Realized Gain (Loss) on:
    
    
    
    
    
Unaffiliated Investments
  (3,804,655)
  (18,035,026)
  (2,314,544)
  (969,255)
  (39,247)
Affiliated Investments
  (46,488)
  - 
  - 
  - 
  - 
In-Kind redemptions
  4,738,927 
  88,747,743 
  46,216,275 
  - 
  - 
Foreign currency and foreign currency translation
  (1,750)
  33,509 
  (35,512)
  - 
  590 
Net Realized Gain (Loss) on Investments and In-Kind redemptions
  886,034 
  70,746,226 
  43,866,219 
  (969,255)
  (38,657)
Net Change in Unrealized Appreciation (Depreciation) of:
    
    
    
    
    
Unaffiliated Investments
  (45,888,877)
  (110,330,742)
  (168,175,238)
  (3,156,073)
  (1,034,123)
Affiliated Investments
  (573,281)
  (4,236,476)
  (1,234,267)
  - 
  - 
Foreign currency and foreign currency translation
  395 
  16,623 
  4,583 
  - 
  - 
Net change in Unrealized Appreciation (Depreciation) of Investments
  (46,461,763)
  (114,550,595)
  (169,404,922)
  (3,156,073)
  (1,034,122)
Net Realized and Unrealized Gain (Loss) on Investments
  (45,575,729)
  (43,804,369)
  (125,538,703)
  (4,125,328)
  (1,072,779)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS
 $(45,864,890)
 $(23,275,565)
 $(125,909,235)
 $(3,612,773)
 $(1,072,911)
 
The accompanying notes are an integral part of these financial statements.
 
 
37
 
 
ETFMG Prime Junior Silver Miners ETF
 
STATEMENTS OF CHANGES IN NET ASSETS
 
 
 
Period Ended
 
 
 
 
 
 
March 31,
2020
(Unaudited)
 
 
Year Ended
September 30,
2019
 
OPERATIONS
 
 
 
 
 
 
Net investment gain (loss)
 $(289,161)
 $(119,940)
Net realized gain (loss) on investments and In-Kind Redemptions
  886,034 
  (6,657,841)
Net change in unrealized appreciation (depreciation) of investments and foreign currency and foreign currency translation
  (46,461,763)
  10,893,314 
Net increase (decrease) in net assets resulting from operations
  (45,864,890)
  4,115,533 
 
    
    
DISTRIBUTIONS TO SHAREHOLDERS
    
    
             Total distributions from distributable earnings
  (1,980,500)
  (815,294)
 
    
    
CAPITAL SHARE TRANSACTIONS
    
    
Net increase (decrease) in net assets derived from net change in outstanding shares
  41,401,505 
  51,552,865 
Net increase (decrease) in net assets
 $(6,443,885)
 $54,853,104 
 
    
    
NET ASSETS
    
    
Beginning of Year/Period
  100,118,573 
  45,265,469 
End of Year/Period
 $93,674,688 
 $100,118,573 
 
Summary of share transactions is as follows:
 
 
 
Period Ended
 
 
Year Ended
 
 
 
March 31,
2020 (Unaudited)
 
 
September 30,
2019 
 
 
 
Shares
 
 
Amount
 
 
Shares
 
 
Amount
 
Shares Sold
  5,950,000 
 $65,126,775 
  7,000,000 
 $67,300,540 
Shares Redeemed
  (2,650,000)
  (23,725,270)
  (1,600,000)
  (15,747,675)
Net Transactions in Fund Shares
  3,300,000 
 $41,401,505 
  5,400,000 
 $51,552,865 
Beginning Shares
  10,600,000 
    
  5,200,000 
    
Ending Shares
  13,900,000 
    
  10,600,000 
    
 
The accompanying notes are an integral part of these financial statements.
 
 
38
 
 
ETFMG Prime Cyber Security ETF
 
STATEMENTS OF CHANGES IN NET ASSETS
 
 
 
Period Ended
 
 
 
 
 
 
March 31,
2020
(Unaudited)
 
 
Year Ended
September 30,
2019
 
OPERATIONS
 
 
 
 
 
 
Net investment gain (loss)
 $20,528,804 
 $2,971,168 
Net realized gain (loss) on investments and In-Kind Redemptions
  70,746,226 
  119,111,232 
Net change in unrealized appreciation (depreciation) of investments and foreign currency and foreign currency translation
  (114,550,595)
  (254,577,838)
Net increase (decrease) in net assets resulting from operations
  (23,275,565)
  (132,495,438)
 
    
    
DISTRIBUTIONS TO SHAREHOLDERS
    
    
             Total distributions from distributable earnings
  (20,696,000)
  (2,039,082)
 
    
    
CAPITAL SHARE TRANSACTIONS
    
    
Net increase (decrease) in net assets derived from net change in outstanding shares
  (223,375,045)
  (274,135,215)
Transaction Fees (See Note 1)
  17,258 
  8,658 
Net increase (decrease) in net assets from capital share transactions
  (223,357,787)
  (274,126,557)
Total increase (decrease) in net assets
 $(267,329,352)
 $(408,661,077)
 
    
    
NET ASSETS
    
    
Beginning of Year/Period
  1,427,200,377 
  1,835,861,454 
End of Year/Period
 $1,159,871,025 
 $1,427,200,377 
 
Summary of share transactions is as follows:
 
 
 
Period Ended
 
 
 
 
 
 
March 31, 2020 (Unaudited)
 
 
Year Ended September 30, 2019
 
 
 
Shares
 
 
Amount
 
 
Shares
 
 
Amount
 
Shares Sold
  3,150,000 
 $132,392,715 
  11,550,000 
 $440,845,035 
Transaction Fees  (See Note 1)
  - 
  17,258 
  - 
  8,658 
Shares Redeemed
  (8,900,000)
  (355,767,760)
  (19,250,000)
  (714,980,250)
Net Transactions in Fund Shares
  (5,750,000)
 $(223,357,787)
  (7,700,000)
 $(274,126,557)
Beginning Shares
  38,100,000 
    
  45,800,000 
    
Ending Shares
  32,350,000 
    
  38,100,000 
    
 
The accompanying notes are an integral part of these financial statements.
 
 
39
 
 
ETFMG Prime Mobile Payments ETF
 
STATEMENTS OF CHANGES IN NET ASSETS
 
 
 
Period Ended
 
 
 
 
 
 
March 31,
2020
(Unaudited)
 
 
Year Ended
September 30,
2019
 
OPERATIONS
 
 
 
 
 
 
Net investment gain (loss)
 $(370,532)
 $322,006 
Net realized gain (loss) on investments and In-Kind Redemptions
  43,866,219 
  82,012,727 
Net change in unrealized appreciation (depreciation) of investments and foreign currency and foreign currency translation
  (169,404,922)
  (59,701,724)
Net increase (decrease) in net assets resulting from operations
  (125,909,235)
  22,633,009 
 
    
    
DISTRIBUTIONS TO SHAREHOLDERS
    
    
             Total distributions from distributable earnings
  (216,000)
  (2,286,407)
 
    
    
CAPITAL SHARE TRANSACTIONS
    
    
Net increase (decrease) in net assets derived from net change in outstanding shares
  (138,080,930)
  199,832,445 
Transaction Fees (See Note 1)
  66,443 
  144,218 
Net increase (decrease) in net assets from capital share transactions
  (138,014,487)
  199,976,663 
Total increase (decrease) in net assets
 $(264,139,722)
 $220,323,265 
 
    
    
NET ASSETS
    
    
Beginning of Year/Period
  743,197,527 
  522,874,262 
End of Year/Period
 $479,057,805 
 $743,197,527 
 
Summary of share transactions is as follows:
 
 
 
Period Ended
 
 
 
 
 
 
March 31, 2020 (Unaudited)
 
 
Year Ended
September 30, 2019
 
 
 
Shares
 
 
Amount
 
 
Shares
 
 
Amount
 
Shares Sold
  4,350,000 
 $214,443,685 
  14,050,000 
 $645,140,560 
Transaction Fees (See Note 1)
  - 
  66,443 
  - 
  144,218 
Shares Redeemed
  (7,500,000)
  (352,524,615)
  (10,300,000)
  (445,308,115)
Net Transactions in Fund Shares
  (3,150,000)
 $(138,014,487)
  3,750,000 
 $199,976,663 
Beginning Shares
  15,950,000 
    
  12,200,000 
    
Ending Shares
  12,800,000 
    
  15,950,000 
    
 
The accompanying notes are an integral part of these financial statements.
 
 
40
 
 
ETFMG Sit Ultra Short ETF
 
STATEMENTS OF CHANGES IN NET ASSETS
 
 
 
Period Ended
 
 
 
March 31,
2020
(Unaudited)1
 
OPERATIONS
 
 
 
Net investment gain (loss)
 $512,555 
Net realized gain (loss) on investments
  (969,255)
Net change in unrealized appreciation (depreciation) of investments
  (3,156,073)
Net increase (decrease) in net assets resulting from operations
  (3,612,773)
 
    
DISTRIBUTIONS TO SHAREHOLDERS
    
Total distributions from distributable earnings
  (345,098)
 
    
CAPITAL SHARE TRANSACTIONS
    
Net increase (decrease) in net assets derived from net change in outstanding shares
  98,996,130 
Net increase (decrease) in net assets
 $95,038,259 
 
    
NET ASSETS
    
Beginning of Year/Period
  - 
End of Year/Period
 $95,038,259 
 
Summary of share transactions is as follows:
 
 
 
Period Ended
 
 
 
March 31, 2020 (Unaudited)1
 
 
 
Shares
 
 
Amount
 
Shares Sold
  2,025,000 
 $101,512,190 
Shares Redeemed
  (50,000)
  (2,516,060)
Net Transactions in Fund Shares
  1,975,000 
 $98,996,130 
Beginning Shares
  - 
    
Ending Shares
  1,975,000 
    
 
1
Fund commenced operations on October 8, 2019. The information presented is for the period from October 8, 2019 to March 31, 2020.
 
 
The accompanying notes are an integral part of these financial statements.
 
 
41
 
 
ETFMG Travel Tech ETF
 
STATEMENTS OF CHANGES IN NET ASSETS
 
 
 
Period Ended
 
 
 
March 31,
2020
(Unaudited)1
 
OPERATIONS
 
 
 
Net investment gain (loss)
 $(132)
Net realized gain (loss) on investments and In-Kind Redemptions
  (38,657)
Net change in unrealized appreciation (depreciation) of investments and foreign currency and foreign currency translation
  (1,034,122)
Net increase (decrease) in net assets resulting from operations
  (1,072,911)
 
    
DISTRIBUTIONS TO SHAREHOLDERS
    
Total distributions from distributable earnings
  - 
 
    
CAPITAL SHARE TRANSACTIONS
    
Net increase (decrease) in net assets derived from net change in outstanding shares
  2,500,000 
Net increase (decrease) in net assets
 $1,427,089 
 
    
NET ASSETS
    
Beginning of Year/Period
  - 
End of Year/Period
 $1,427,089 
 
Summary of share transactions is as follows:
 
 
 
Period Ended
 
 
 
March 31,
2020
(Unaudited)1
 
 
 
Shares
 
 
Amount
 
Shares Sold
  100,000 
 $2,500,000 
Shares Redeemed
  - 
  - 
Net Transactions in Fund Shares
  100,000 
 $2,500,000 
Beginning Shares
  - 
    
Ending Shares
  100,000 
    
 
1
Fund commenced operations on February 12, 2020. The information presented is for the period from February 12, 2020 to March 31, 2020.
 
The accompanying notes are an integral part of these financial statements.
 
 
42
 
 
ETFMG Prime Junior Silver Miners ETF
 
FINANCIAL HIGHLIGHTS
For a capital share outstanding throughout the year/period
 
 
 
Period Ended
March 31,
2020 (Unaudited)
 
 
Year Ended
September 30,
2019
 
 
Year Ended
September 30,
2018
 
 
Year Ended
September 30,
2017
 
 
Year Ended
September 30,
2016
 
 
Year Ended
September 30,
2015
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net Asset Value, Beginning Year/Period
 $9.45 
 $8.70 
 $11.84 
 $15.57 
 $5.28 
 $10.00 
Income (Loss) from Investment Operations:
    
    
    
    
    
    
Net investment (loss) 1
  (0.02)
  (0.02)
  (0.03)
  (0.06)
  (0.06)
  (0.03)
Net realized and unrealized gain (loss) on investments
  (2.69)
  0.91 
  (3.11)
  (3.61)
  10.47 
  (4.69)
Total from investment operations
  (2.71)
  0.89 
  (3.14)
  (3.67)
  10.41 
  (4.72)
Less Distributions:
    
    
    
    
    
    
Distributions from net investment income
  - 
  (0.14)
  - 
  (0.06)
  (0.12)
  - 
Total distributions
  - 
  (0.14)
  - 
  (0.06)
  (0.12)
  - 
Net asset value, end year/period
 $6.74 
 $9.45 
 $8.70 
 $11.84 
 $15.57 
 $5.28 
Total Return
  -27.66%2
  10.45%
  -26.50%
  -23.53%
  201.99%
  -47.20%
 
    
    
    
    
    
    
Ratios/Supplemental Data:
    
    
    
    
    
    
Net assets at end year/period (000's)
 $93,675 
 $100,119 
 $45,265 
 $58,033 
 $77,065 
 $3,432 
 
    
    
    
    
    
    
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%
  0.69%
  0.72%2
  0.69%
  0.69%
Net Investment Loss to Average Net Assets
  -0.46%3
  -0.21%
  -0.32%
  -0.48%
  -0.45%
  -0.39%
Portfolio Turnover Rate
  14%2
  34%
  36%
  69%
  33%
  55%
 
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.
 
 
43
 
 
ETFMG Prime Cyber Security ETF
 
FINANCIAL HIGHLIGHTS
For a capital share outstanding throughout the year/period
 
 
 
Period Ended
March 31, 2020 (Unaudited)
 
 
Year Ended
September 30, 2019
 
 
Year Ended
September 30, 2018
 
 
Year Ended
September 30, 2017
 
 
Year Ended
September 30, 2016
 
 
Period Ended
September 30, 20151
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net Asset Value, Beginning Year/Period
 $37.46 
 $40.08 
 $30.11 
 $27.91 
 $25.28 
 $25.00 
Income (Loss) from Investment Operations:
    
    
    
    
    
    
Net investment income (loss) 2
  0.57 
  0.07 
  0.03 
  (0.01)
  0.30 
  (0.05)
Net realized and unrealized gain (loss) on investments
  (1.56)
  (2.64)
  9.94 
  2.34 
  2.52 
  0.33 
Total from investment operations
  (0.99)
  (2.57)
  9.97 
  2.33 
  2.82 
  0.28 
Less Distributions:
    
    
    
    
    
    
Distributions from net investment income
  (0.62)
  (0.05)
  (0.00)3
  (0.13)
  (0.19)
  - 
Total distributions
  (0.62)
  (0.05)
  (0.00)3
  (0.13)
  (0.19)
  - 
Net asset value, end year/period
 $35.85 
 $37.46 
 $40.08 
 $30.11 
 $27.91 
 $25.28 
Total Return
  -2.44%4
  -6.42%
  33.16%
  8.42%
  11.23%
  1.11%4
 
    
    
    
    
    
    
Ratios/Supplemental Data:
    
    
    
    
    
    
Net assets at end of year/period (000's)
 $1,159,871 
 $1,427,200 
 $1,835,861 
 $1,097,360 
 $803,794 
 $1,059,125 
 
    
    
    
    
    
    
Expenses to Average Net Assets before legal expense
  0.60%5
  0.60%
  0.60%
  0.68%
  0.75%
  0.75%5
Gross Expenses to Average Net Assets
  0.60%5
  0.60%
  0.60%
  0.72%6
  0.75%
  0.75%5
Net Investment Income (Loss) to Average Net Assets
  0.19%5
  0.19%
  0.07%
  -0.03%
  1.21%
  -0.19%5
Portfolio Turnover Rate
  16%4
  36%
  41%
  53%
  34%
  31%4
 
1
Commencement of operations on November 11, 2014.
2
Calculated based on average shares outstanding during the year/period.
3
Per share amount is less than $0.01.
4
Not annualized.
5
Annualized.
6
The ratio of expenses to average net assets includes legal expense.  See note 11 in the Notes to the Financial Statements.
 
The accompanying notes are an integral part of these financial statements.
 
 
44
 
ETFMG Prime Mobile Payments ETF
 
FINANCIAL HIGHLIGHTS
For a capital share outstanding throughout the year/period
 
 
 
Period Ended
March 31, 2020 (Unaudited)
 
 
Year Ended
September 30, 2019
 
 
Year Ended
September 30, 2018
 
 
Year Ended
September 30, 2017
 
 
Year Ended
September 30, 2016
 
 
Period Ended
September 30, 20151
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net Asset Value, Beginning Year/Period
 $46.60 
 $42.86 
 $32.57 
 $24.96 
 $23.53 
 $25.00 
Income (Loss) from Investment Operations:
    
    
    
    
    
    
Net investment income (loss) 2
  (0.02)
  0.03 
  0.07 
  0.03 
  0.15 
  (0.01)
Net realized and unrealized gain (loss) on investments
  (9.13)
  3.93 
  10.22 
  7.60 
  1.39 
  (1.46)
Total from investment operations
  (9.15)
  3.96 
  10.29 
  7.63 
  1.54 
  (1.47)
Less Distributions:
    
    
    
    
    
    
Distributions from net investment income
  (0.02)
  (0.05)
  (0.01)
  (0.02)
  (0.11)
  - 
Net realized gains
  - 
  (0.18)
  - 
  - 
  - 
  - 
Total distributions
  (0.02)
  (0.23)
  (0.01)
  (0.02)
  (0.11)
  - 
Capital Share Transactions:
    
    
    
    
    
    
Transaction fees added to paid-in capital
  - 
  0.01 
  0.01 
  - 
  - 
  - 
Net asset value, end year/period
 $37.43 
 $46.60 
 $42.86 
 $32.57 
 $24.96 
 $23.53 
Total Return
  -19.65%3
  9.49%
  31.62%
  30.59%
  6.51%
  -5.86%3
 
    
    
    
    
    
    
Ratios/Supplemental Data:
    
    
    
    
    
    
Net assets at end year/period (000's)
 $479,058 
 $743,198 
 $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%
  0.75%4
Gross Expenses to Average Net Assets
  0.75%4
  0.75%
  0.75%
  0.80%5
  0.75%
  0.75%4
Net Investment Income (Loss) to Average Net Assets
  -0.09%4
  0.06%
  0.16%
  0.12%
  0.63%
  -0.23%4
Portfolio Turnover Rate
  5%3
  28%
  16%
  31%
  32%
  8%3
 
1
Commencement of operations on July 15, 2015.
2
Calculated based on average shares outstanding during the year/period.
3
Not annualized.
4
Annualized.
5
The ratio of expenses to average net assets includes legal expense.  See note 11 in the Notes to the Financial Statements.
 
The accompanying notes are an integral part of these financial statements.
 
 
45
 
 
ETFMG Sit Ultra Short ETF
 
FINANCIAL HIGHLIGHTS
For a capital share outstanding throughout the year/period
 
 
 
Period Ended
 
 
 
March 31, 2020 (Unaudited)1
 
 
 
 
 
Net Asset Value, Beginning Year/Period
 $50.00 
Income from Investment Operations:
    
Net investment income (loss)2
  0.49 
Net realized and unrealized gain (loss) on investments
  (2.01)
Total from investment operations
  (1.52)
Less Distributions:
    
Distributions from net investment income
  (0.36)
Total distributions
  (0.36)
Net asset at end of year/period
 $48.12 
Total Return
  -3.07%3
 
    
Ratios/Supplemental Data:
    
Net assets at end of year/period (000's)
 $95,038 
 
    
Gross Expenses to Average Net Assets
  0.30%4
Net Investment Income (Loss) to Average Net Assets
  2.04%4
Portfolio Turnover Rate
  111%3
 
1
Commencement of operations on October 8, 2019.
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.
 
 
46
 
 
ETFMG Travel Tech ETF
 
FINANCIAL HIGHLIGHTS
For a capital share outstanding throughout the year/period
 
 
 
Period Ended
 
 
 
March 31, 2020 (Unaudited) 1
 
 
 
 
 
Net Asset Value, Beginning Year/Period
 $25.00 
Income from Investment Operations:
    
Net investment income (loss)2
  - 
Net realized and unrealized gain (loss) on investments
  (10.73)
Total from investment operations
  (10.73)
Less Distributions:
    
Distributions from net investment income
  - 
Total distributions
  - 
Net asset at end of year/period
 $14.27 
Total Return
  -42.91%3
 
    
Ratios/Supplemental Data:
    
Net assets at end of year/period (000's)
 $1,427 
 
    
Gross Expenses to Average Net Assets
  0.75%4
Net Investment Income (Loss) to Average Net Assets
  -0.06%4
Portfolio Turnover Rate
  8%3
 
1
Commencement of operations on October 8, 2019.
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.
 
 
47
ETFMG™ ETFs
 
NOTES TO FINANCIAL STATEMENTS
March 31, 2020 (Unaudited)
 
NOTE 1 – ORGANIZATION
 
ETFMG Prime Junior Silver Miners ETF (“SILJ”), ETFMG Prime Cyber Security ETF (“HACK”), ETFMG Prime Mobile Payments ETF (“IPAY”), ETFMG Sit Ultra Short ETF (“VALT”), and ETFMG Travel Tech ETF (“AWAY”), (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”).
VALT
10/8/2019
Seeks to achieve its investment objective by
investing in a diversified portfolio of high-quality short-term U.S. dollar denominated domestic and foreign debt
securities and other instruments.
AWAY
2/12/2020
Seeks to provide investment results that, before fees and expenses, correspond generally
to the total return performance of the Prime Travel Technology Index NTR (the “Index”).
 
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.
 
 
48
ETFMG™ ETFs
 
NOTES TO FINANCIAL STATEMENTS
March 31, 2020 (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 Funds follow the investment company accounting and reporting guidance of the Financial Accounting Standards Board Accounting Standard Codification Topic 946 Financial Services – Investment Companies.
 
The Funds may invest in certain other investment companies (underlying funds). For specific investments in underlying funds, please refer to the complete schedule of portfolio holdings on Form N-CSR(S) for this reporting period, which is filed with the U.S. Securities and Exchange Commission (SEC). For more information about the underlying 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, 2020, the Funds did not hold any securities that were fair valued by the Board.
 
  
As described above, the Funds utilize various methods to measure the fair value of their investments on a recurring basis. U.S. GAAP establishes a hierarchy that prioritizes inputs to valuation methods. The three levels of inputs are:
 
Level 1 
Unadjusted quoted prices in active markets for identical assets or liabilities that the Funds have the ability to access.
 
Level 2 
Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.
 
 
49
ETFMG™ ETFs
 
NOTES TO FINANCIAL STATEMENTS
March 31, 2020 (Unaudited) (Continued)
 
 
Level 3 
Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available; representing the Funds’ own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.
 
The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.
 
The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety, is determined based on the lowest level input that is significant to the fair value measurement in its entirety.
 
The following is a summary of the inputs used to value the Funds’ net assets as of March 31, 2020:  
 
SILJ
 
 
 
 
 
 
 
 
 
 
 
 
Assets^
 
Level 1
 
 
Level 2
 
 
Level 3
 
 
Total
 
Common Stocks
 $87,534,694 
 $- 
 $- 
 $87,534,694 
Short Term Investments
  4,596,605 
  - 
  - 
  4,596,605 
Total Investments in Securities
 $92,131,299 
 $- 
 $- 
 $92,131,299 
 
HACK
 
 
 
 
 
 
 
 
 
 
 
 
Assets^
 
Level 1
 
 
Level 2
 
 
Level 3
 
 
Total
 
Common Stocks
 $1,127,866,529 
 $- 
 $- 
 $1,127,866,529 
Short Term Investments
  32,213,192 
  - 
  - 
  32,213,192 
Investments Purchased with Securities Lending Collateral*
  - 
  - 
  - 
 $291,756,366 
Total Investments in Securities
 $1,160,079,721 
 $- 
 $- 
 $1,451,836,087 
 
IPAY
 
 
 
 
 
 
 
 
 
 
 
 
Assets^
 
Level 1
 
 
Level 2
 
 
Level 3
 
 
Total
 
Common Stocks
 $478,101,630 
 $- 
 $- 
 $478,101,630 
Short Term Investments
  882,104 
  - 
  - 
  882,104 
Investments Purchased with Securities Lending Collateral*
  - 
  - 
  - 
  105,283,279 
Total Investments in Securities
 $478,983,734 
 $- 
 $- 
 $584,267,013 
 
 
50
ETFMG™ ETFs
 
NOTES TO FINANCIAL STATEMENTS
March 31, 2020 (Unaudited) (Continued)
 
 
VALT
 
 
 
 
 
 
 
 
 
 
 
 
Assets^
 
Level 1
 
 
Level 2
 
 
Level 3
 
 
Total
 
Asset Backed Securities
 $- 
 $11,819,549 
 $- 
 $11,819,549 
Coporate Obligations
  - 
  82,293,316 
  - 
  82,293,316 
Municipal Obligations
  - 
  1,011,110 
  - 
  1,011,110 
Short Term Investments
  3,084,894 
  - 
  - 
  3,084,894 
Total Investments in Securities
 $3,084,894 
 $95,123,975 
 $- 
 $98,208,869 
 
AWAY
 
 
 
 
 
 
 
 
 
 
 
 
Assets^
 
Level 1
 
 
Level 2
 
 
Level 3
 
 
Total
 
Common Stocks
 $1,344,512 
 $- 
 $25,784 
 $1,370,296 
Short Term Investments
  32,288 
  - 
  - 
  32,288 
Total Investments in Securities
 $1,376,800 
 $- 
 $25,784 
 $1,402,584 
 
See Schedule of Investments for classifications by country and industry.
Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy. The fair value amounts presented in the table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Schedules of Investments.
  
B. 
Federal Income Taxes. The Funds have each elected to be taxed as a “regulated investment company” and intend to distribute substantially all taxable income to their shareholders and otherwise comply with the provisions of the Internal Revenue Code applicable to regulated investment companies. Therefore, no provisions for federal income taxes or excise taxes have been made.
  
 
  
To avoid imposition of the excise tax applicable to regulated investment companies, each Fund intends to declare each year as dividends, in each calendar year, at least 98.0% of its net investment income (earned during the calendar year) and 98.2% of its net realized capital gains (earned during the twelve months ended October 31) plus undistributed amounts, if any, from prior years.
  
 
  
Net capital losses incurred after October 31, within the taxable year are deemed to arise on the first business day of each Fund’s next taxable year.
  
 
  
Each Fund recognizes the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities. Each Fund has analyzed its tax position and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions expected to be taken in the Funds’ 2019 tax returns. The Funds identify their major tax jurisdictions as U.S. Federal, the State of New Jersey, and the State of Delaware; however the Funds are not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months.
 
As of March 31, 2020, management has reviewed the tax positions for open periods (for Federal purposes, four years from the date of filing and for state purposes, four years from the date of filing), as applicable to the Funds, and has determined that no provision for income tax is required in the Funds’ financial statements.
  
 
 
 
51
ETFMG™ ETFs
 
NOTES TO FINANCIAL STATEMENTS
March 31, 2020 (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 Funds may be subject to income, withholding or other taxes imposed by foreign countries.
  
 
D. 
Foreign Currency Translations and Transactions. The Funds may engage in foreign currency transactions. Foreign currency transactions are translated into U.S. dollars on the following basis: (i) market value of investment securities, assets and liabilities at the daily rates of exchange, and (ii) purchases and sales of investment securities, dividend and interest income and certain expenses at the rates of exchange prevailing on the respective dates of such transactions. For financial reporting purposes, the Funds do not isolate changes in the exchange rate of investment securities from the fluctuations arising from changes in the market prices of securities for unrealized gains and losses. However, for federal income tax purposes, the Funds do isolate and treat as ordinary income the effect of changes in foreign exchange rates on realized gains or losses from the sale of investment securities and payables and receivables arising from trade-date and settlement-date differences.
 
E. 
Distributions to Shareholders. Distributions to shareholders from net investment income are generally declared and paid by each of the Funds on a quarterly basis.  Distributions to shareholders from realized gains on securities for each Fund normally are declared and paid on an annual basis. Distributions are recorded on the ex-dividend date.
  
 
F. 
Use of Estimates. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
 
G. 
Share Valuation. The net asset value (“NAV”) per share of each Fund is calculated by dividing the sum of the value of the securities held by the Fund, plus cash and other assets, minus all liabilities (including estimated accrued expenses) by the total number of shares outstanding for the Fund, rounded to the nearest cent. The Funds’ shares will not be priced on the days on which the NYSE is closed for trading. For Authorized Participants, the offering and redemption price per share for the Funds are equal to the Funds’ respective net asset value per share.
  
 
H. 
Guarantees and Indemnifications. In the normal course of business, the Funds enter into contracts with service providers that contain general indemnification clauses. The Funds’ maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Funds that have not yet occurred. However, based on experience, the Funds expect the risk of loss to be remote.
 
NOTE 3 – RISK FACTORS
 
Investing in the Funds may involve certain risks, as discussed in the Funds’ prospectus, including, but not limited to, those described below. Any of these risks could cause an investor to lose money.
 
 
52
ETFMG™ ETFs
 
NOTES TO FINANCIAL STATEMENTS
March 31, 2020 (Unaudited) (Continued)
 
 
Market Risk. Financial markets rise and fall in response to a variety of factors, sometimes rapidly and unpredictably. As with any investment whose performance is tied to these markets, the value of an investment in a Fund will fluctuate, which means that an investor could lose money over short or long periods.
 
Investment Style Risk. The Funds are not actively managed. Therefore, the Funds follow the securities included in its respective index during upturns as well as downturns. Because of their indexing strategies, the Funds do not take steps to reduce market exposure or to lessen the effects of a declining market. In addition, because of the Funds’ expenses, the Funds’ performance may be below that of their respective index.
 
Equity Risk. The prices of equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. In addition, equity markets tend to move in cycles which may cause stock prices to fall over short or extended periods of time.
 
Securities Lending Risk. Securities lending involves the risk of loss of rights in, or delay in recovery of, the loaned securities if the borrower fails to return the security loaned or becomes insolvent.
 
Concentration Risk. To the extent that a Fund’s or an index’s portfolio is concentrated in the securities of issuers in a particular market, industry, group of industries, sector or asset class, the fund may be adversely affected by the performance of those securities, may be subject to increased price volatility and may be more vulnerable to adverse economic, market, political or regulatory occurrences affecting that market, industry, group of industries, sector or asset class.
 
NOTE 4 – COMMITMENTS AND OTHER RELATED PARTY TRANSACTIONS
 
ETF Managers Group, LLC (the “Advisor”), serves as the investment advisor to the Funds. Pursuant to an Investment Advisory Agreement (“Advisory Agreement”) between the Trust, on behalf of the Funds, and the Advisor, the Advisor provides investment advice to the Funds and oversees the day-to-day operations of the Funds, subject to the direction and control of the Board and the officers of the Trust. Under the Advisory Agreement, the Advisor is also responsible for arranging transfer agency, custody, fund administration and accounting, and other non-distribution related services necessary for the Funds to operate.
 
Under the Investment Advisory Agreement the Advisor has overall responsibility for the general management and administration of the Funds and arranges for sub-advisory, transfer agency, custody, fund administration, securities lending, and all other non-distribution related services necessary for the Funds to operate. The Funds unitary fees are accrued daily and paid monthly. The Advisor bears the costs of all advisory and non-advisory services required to operate the Funds, in exchange for a single unitary fee at the following annual rates:
 
SILJ
  0.69%
HACK
  0.60%
IPAY
  0.75%
VALT
  0.30%
AWAY
  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
 
 
53
ETFMG™ ETFs
 
NOTES TO FINANCIAL STATEMENTS
March 31, 2020 (Unaudited) (Continued)
 
 
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 AWAY. Reality Shares, LLC serves as the index provider for IFLY. VALT is actively-managed and does not seek to track the performance of any particular index.
 
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, 2020, the Funds did not incur any 12b-1 expenses. 
 
NOTE 6 - PURCHASES AND SALES OF SECURITIES
 
The costs of purchases and sales of securities, excluding short-term securities and in-kind transactions, during the period ended March 31, 2020:
 
 
 
Purchases
 
 
Sales
 
SILJ
 $27,467,186 
 $16,541,951 
HACK
  259,719,478 
  224,171,587 
IPAY
  65,080,708 
  33,924,106 
VALT
  126,477,919 
  63,174,917 
AWAY
  144,431 
  157,488 
 
The costs of purchases and sales of in-kind transactions associated with creations and redemptions during the period ended March 31, 2020:
 
 
 
Purchases
 
 
Sales
 
 
 
In-Kind
 
 
In-Kind
 
 
 
 
 
 
 
 
SILJ
 $45,866,429 
 $23,508,834 
HACK
  119,011,230 
  347,010,073 
IPAY
  197,051,915 
  336,912,210 
VALT
  - 
  - 
AWAY
  2,456,688 
  - 
 
 
54
ETFMG™ ETFs
 
NOTES TO FINANCIAL STATEMENTS
March 31, 2020 (Unaudited) (Continued)
 
 
Purchases in-kind are the aggregate of all in-kind purchases and sales in-kind are the aggregate of all in-kind sales. Net capital gains or losses resulting from in-kind redemptions are excluded from the Funds’ determination of taxable gains and are not distributed to shareholders.
 
There were no purchases or sales of U.S. Government obligations during the period ended March 31, 2020.
 
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, 2020, the Funds had loaned securities and received cash collateral for the loans. The cash collateral is invested by the Custodian in accordance with approved investment guidelines. Those guidelines require the cash collateral to be invested in readily marketable, high quality, short-term obligations; however, such investments are subject to risk of payment delays or default on the part of the issuer or counterparty or otherwise may not generate sufficient interest to support the costs associated with securities lending. The Funds could also experience delays in recovering their securities and possible loss of income or value if the borrower fails to return the borrowed securities, although the Fund is indemnified from this risk by contract with the securities lending agent.
 
As of the period ended March 31, 2020 the value of the securities on loan and payable for collateral due to broker were as follows:
 
Value of Securities on Loan Collateral Received
 
Fund
 
Values of Securities on Loan
 
 
Fund Collateral Received*
 
HACK
 $283,060,683 
 $291,303,604 
IPAY
  99,485,388 
  105,011,622 
 
* The cash collateral received was invested in the ETFMG Sit Ultra Short ETF and the Mount Vernon Liquid Assets Portfolio as shown on the Schedule of Investments, a money market fund with an overnight and continuous maturity.
 
 
55
ETFMG™ ETFs
 
NOTES TO FINANCIAL STATEMENTS
March 31, 2020 (Unaudited) (Continued)
 
 
NOTE 8 – FEDERAL INCOME TAXES
 
The components of distributable earnings (losses) and cost basis of investments for federal income tax purposes at September 30, 2019 were as follows:
 
 
 
Cost
 
 
Gross Unrealized
 Appreciation
 
 
Gross Unrealized
 Depreciation
 
 
Net Unrealized Appreciation
(Depreciation)
 
SILJ
 $117,382,850 
 $5,646,858 
 $(22,798,705)
 $(17,151,847)
HACK
  1,749,536,332 
  205,354,606 
  (240,742,383)
  (35,387,777)
IPAY
  859,972,547 
  39,313,020 
  (35,922,484)
  3,390,536 
 
The difference between the tax cost of investments and the cost of investments for GAAP purposes is primarily due to the tax treatment of wash sale losses.
 
As of September 30, 2019, the components of distributable earnings (loss) on a tax basis were as follows:
 
 
 
Undistributed Ordinary Income
 
 
Undistributed Long-Term Gain
 
 
Total Distributable Earnings
 
 
Other Accumulated Loss
 
 
Total Accumulated Gain (Loss)
 
SILJ
  1,429,166 
 $- 
 $1,429,166 
 $(27,394,249)
 $(43,116,820)
HACK
  287,885 
  - 
  287,885 
  (214,644,803)
  (249,744,695)
IPAY
  207,319 
  - 
  207,319 
  (10,692,920)
  (7,095,065)
 
The difference between the tax cost of investments and the cost of investments for GAAP purposes is primarily due to the tax treatment of wash sale losses.
 
As of September 30, 2019, the Funds had accumulated capital loss carryovers of:
 
 
 
Capital Loss Carryforward
ST
 
 
Capital Loss Carryforward
LT
 
 Expires
SILJ
 $(13,259,745)
 $(14,134,394)
Indefinite
HACK
  (117,867,305)
  (96,756,036)
Indefinite
IPAY
  (3,677,255)
  (7,011,361)
Indefinite
 
Under current tax law, capital and currency losses realized after October 31 of a Fund’s fiscal year may be deferred and treated as occurring on the first business day of the following fiscal year for tax purposes. The following Funds had deferred post-October capital and currency losses, which will be treated as arising on the first business day of the year ending September 30, 2019.
 
 
 
Late Year
Ordinary Loss
 
 
Post-
October
Capital
Loss
 
SILJ
 $- 
 $- 
HACK
  - 
  - 
IPAY
  - 
  - 
 
 
56
ETFMG™ ETFs
 
NOTES TO FINANCIAL STATEMENTS
March 31, 2020 (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, 2019, the following table shows the reclassifications made:
 
 
 
Total
 
 
 
 
 
 
Distributable
 
 
Paid-In
 
 
 
Earnings/(Loss)
 
 
Capital
 
SILJ
 $(1,934,408)
 $1,934,408 
HACK
  (151,282,049)
  151,282,049 
IPAY
  (105,161,737)
  105,161,737 
 
The tax charter of distributions paid during the year ended September 30, 2019, and the year ended September 30, 2018 were as follows:
 
 
 
Year Ended September 30, 2019
 
 
Year Ended September 30, 2018
 
 
 
From Ordinary Income
 
 
From Capital Gains
 
 
From Ordinary Income
 
 
From Capital Gains
 
SILJ
 $815,294 
 $- 
 $- 
 $- 
HACK
  2,039,082 
  - 
  125,955 
  - 
IPAY
  1,559,846 
  726,561 
  61,070 
  - 
 
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, 2020. Secure Works Corp, and ETFMG Sit Ultra Short ETF are deemed to be affiliates of the Fund as defined by the 1940 Act as of the period ended March 31, 2020.  Transactions during the period in these securities were as follows:
 
Security Name
 
Value at September 30, 2019
 
 
Purchases
 
 
Sales
 
 
Realized Gain (Loss)(1)
 
 
Change in Unrealized Appreciation (Depreciation)
 
 
Dividend Income
 
 
Value at March 31, 2020
 
 
Ending Shares
 
SecureWorks Corp *
 $- 
  4,797,703 
  (2,568,769)
 $186,237 
 $(2,072,543)
 $- 
 $10,464,374 
  909,155 
ETFMG Sit Ultra Short ETF *
 $- 
  50,108,877 
  - 
  - 
 $(2,028,877)
 $- 
 $48,080,000 
  1,000,000 
Total
 $- 
  54,906,580 
  (2,568,769)
  186,237 
 $(4,101,420)
 $- 
 $58,544,374 
  1,909,155 
 
ETFMG Prime Junior Silver Miners ETF
 
ETFMG Prime Junior Silver Miners ETF owned 5% or more of the voting securities of the following Company during the period ended March 31, 2020. Kootenay Silver, Inc, is deemed to be an affiliate of the Fund as of the period ended March 31, 2020 as defined by the 1940 Act.  Transactions during the period in this security were as follows:
 
Security Name
 
Value at September 30, 2019
 
 
Purchases
 
 
Sales
 
 
Realized Gain (Loss)(1)
 
 
Change in Unrealized Appreciation (Depreciation)
 
 
Dividend Income
 
 
Value at March 31, 2020
 
 
Ending Shares
 
Kootenay Silver, Inc.*
 $- 
  694,532 
  (159,440)
 $47,612 
 $(490,371)
 $- 
 $770,339 
  6,570,289 
 
 
57
ETFMG™ ETFs
 
NOTES TO FINANCIAL STATEMENTS
March 31, 2020 (Unaudited) (Continued)
 
 
ETFMG Prime Mobile Payments ETF
 
ETFMG Sit Ultra Short ETF is deemed to be affiliates of the Fund as defined by the 1940 Act as of the period ended March 31, 2020.  Transactions during the period in these securities were as follows:
 
Security Name
 
Value at September 30, 2019
 
 
Purchases
 
 
Sales
 
 
Realized Gain (Loss)(1)
 
 
Change in Unrealized Appreciation (Depreciation)
 
 
Dividend Income
 
 
Value at March 31, 2020
 
 
Ending Shares
 
ETFMG Sit Ultra Short ETF *
 $- 
  30,082,267 
  - 
 $- 
 $(1,234,267)
 $- 
 $28,848,000 
  600,000 
 
*Affiliate as of March 31, 2020.
1 Realized Losses include transactions in affiliated investments and affiliated in-kind redemptions.
 
NOTE 10 – NEW ACCOUNTING PRONOUNCEMENTS
 
In August 2018, FASB issued Accounting Standards Update (“ASU”) 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2019-13”). The primary focus of ASU 2018-13 is to improve the effectiveness of the disclosure requirements for fair value measurements. The changes affect all companies that are required to include fair value measurement disclosures. In general, the amendments in ASU 2018-13 are effective for all entities for fiscal years and interim periods within those fiscal years, beginning after December 15, 2019. An entity is permitted to early adopt the removed or modified disclosures upon the issuance of ASU 2018-13 and may delay adoption of the additional disclosures, which are required for public companies only, until their effective date. Management has evaluated ASU 2018-13 and has early adopted the relevant provisions of the disclosure framework. 
 
NOTE 11 – LEGAL MATTERS
 
The Trust, a former and current trustee of the Trust, the Adviser and certain officers of the Adviser were defendants in an action filed May 2, 2017 in the Superior Court of New Jersey captioned PureShares, LLC d/b/a PureFunds et al. v. ETF Managers Group, LLC et al. (“Nasdaq”), Docket No. C-63-17. The PureShares action alleged claims based on disputes arising out of contractual relationships with the Adviser relating to certain series of the Trust. The action sought damages in unspecified amounts and injunctive relief based on breach of contract, wrongful termination, and several other claims.
 
The Adviser and its parent, Exchange Traded Managers Group, LLC (“ETFMG”), were defendants in a case filed on October 26, 2017 in the United States District Court for the Southern District of New York by NASDAQ, Inc. (“Nasdaq”) captioned Nasdaq, Inc. v. Exchange Traded Managers Group, LLC et al., Case 1:17-cv-08252. This action arose out of the same facts and circumstances, and relates to the same series of the Trust, as the New Jersey litigation and asserted claims for breach of contract, conversion and certain other claims. The matter was the subject of a bench trial in May 2019, and on December 20, 2019, the Court issued an Opinion and Order awarding compensatory damages to Plaintiff in the amount of $78,403,172.36, plus prejudgment interest. The Court also denied Plaintiff’s requests for punitive damages and equitable relief.
 
On May 1, 2020, Nasdaq, PureShares LLC (“PureShares”), and ETFMG announced a global settlement that resolves all claims in both the PureShares action and the Nasdaq action. The settlement is subject to future negotiations and approvals among independent third parties. As part of the settlement, Nasdaq and ETFMG have agreed to certain cash payments from ETFMG to Nasdaq and PureShares, and have executed an asset purchase agreement to transfer certain ETFMG intellectual property and related assets, to a Nasdaq affiliate. The transaction is expected to close in the last half of 2020. The Adviser does not believe that the resolution of these matters will have a material adverse effect on the Funds' financial statements. If the events set forth in the settlement agreement do not occur, and a subsequent settlement is not reached, the resulting conditions may adversely affect the Adviser's future operations.
 
NOTE 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, other than those disclosed in Note 11 above.
 
 
58
ETFMG™ ETFs
 
APPROVAL OF ADVISORY AGREEMENTS AND BOARD CONSIDERATIONS
For the Period Ended March 31, 2020 (Unaudited)
 
 
Pursuant to Section 15(c) of the Investment Company Act of 1940 (the “1940 Act”), at a meeting held on March 24, 2020, the Board of Trustees (the “Board”) of ETF Managers Trust (the “Trust”) considered the renewal of the Amended and Restated 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 Miners ETF (“SILJ”), ETFMG Prime Cyber Security ETF (“HACK”) and ETFMG Prime Mobile Payments ETF (“IPAY”) (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 24, 2020, 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 Independent Trustees conferred amongst themselves and independent legal counsel during a telephonic contract renewal meeting held prior to the March 24, 2020 meeting and also conferred in executive sessions both with and without representatives of management before and during the March 24th meeting. The Independent Trustees requested, received and considered additional information arising out of these executive sessions.
 
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
 
 
59
ETFMG™ ETFs
 
APPROVAL OF ADVISORY AGREEMENTS AND BOARD CONSIDERATIONS
For the Period Ended March 31, 2020 (Unaudited) (Continued)
 
 
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”), as well as the Adviser’s response to the market volatility and uncertainty during the recent pandemic.
 
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 each Fund’s performance with the performance of a group of peer funds and with the performance of the Fund’s underlying index for various time periods. 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. 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 process of rebalancing the Funds’ portfolios. The Board noted management’s representations that the Funds’ performance satisfactorily tracked 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, Profits 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 peer ETFs. The Board took into consideration management’s discussion of the fees, including that the Funds have niche investment strategies that are substantially different than the strategies of many of the peer ETFs.
 
The Board 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 charges on any borrowings, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, extraordinary expenses (such as, among other things and subject to Board approval, non-standard Board-related expenses and litigation against the Board, Trustees, Funds, Adviser, and officers of the Adviser), and distribution (12b-1) fees and expenses. The Board also 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 concluded that the advisory fee for each of the Funds is reasonable in light of the factors considered.
 
 
60
ETFMG™ ETFs
 
APPROVAL OF ADVISORY AGREEMENTS AND BOARD CONSIDERATIONS
For the Period Ended March 31, 2020 (Unaudited) (Continued)
 
 
The Board also evaluated the compensation and other benefits received by the Adviser from its relationship with the Funds, taking into account the profitability analysis provided by the Adviser. The Board received and reviewed a profitability analysis that detailed the revenues earned and the expenses incurred by the Adviser on a fund by fund basis and considered how profit margins could affect the Adviser’s ability to attract and retain high quality personnel. Based on the information provided to the Trustees, the Trustees concluded that the level of profits realized by the Adviser from providing services to each Fund was not excessive in view of the nature, extent and quality of services provided to each Fund. The Board further considered other benefits derived by the Adviser and its affiliates from the Adviser’s relationship with the Funds, including services provided by certain brokerage firms.
 
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 and effectively acts as a cap on the fees and expenses (except as noted above) that are borne by the Funds. The Board noted that the Adviser still bears most of the ordinary fees and expenses of each Fund and that the Funds would likely experience benefits from the unitary fee at the Funds’ projected asset levels. With respect to SILJ, the Board also noted that the Fund commenced operations on November 28, 2012 and that, as of February 29, 2020, the Fund had approximately $146 million in assets. The Board recognized that there would not likely be any additional economies of scale until the Fund’s assets grow. With respect to HACK and IPAY, the Board recognized that there were not likely to be any additional economies of scale for the Funds in the near term.
 
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
Six Months Ended March 31, 2020 (Unaudited)
 
 
As a shareholder of the Funds you incur two types of costs: (1) transaction costs, including brokerage commissions on purchases and sales of Fund shares, and (2) ongoing costs, including management fees and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Funds and to compare these costs with the ongoing costs of investing in other funds. The examples are based on an investment of $1,000 invested for the period of time as indicated in the table below.
 
Actual Expenses
The first line of the table provides information about actual account values based on actual returns and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then, multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period'' to estimate the expenses you paid on your account during this period.
 
Hypothetical Example for Comparison Purposes
The second line of the table provides information about hypothetical account values based on a hypothetical return and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as brokerage commissions paid on purchases and sales of Fund shares. Therefore, the second line of the table is useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. If these transactional costs were included, your costs would have been higher.
 
Fund Name
 
Beginning Account Value October 1, 2019
 
 
Ending Account Value March 31, 2020
 
 
Expenses Paid During the Period
 
 
Annualized Expense Ratio During the Period October 1, 2019 to March 31, 2020
 
ETFMG Prime Junior Silver Miners ETF
 
 
 
 
 
 
 
 
 
 
 
 
Actual
 $1,000.00 
 $723.40 
 $2.971
  0.69%
Hypothetical (5% annual)
  1,000.00 
  1,021.55 
  3.491
  0.69%
ETFMG Prime Cyber Security ETF
    
    
    
    
Actual
  1,000.00 
  975.60 
  2.961 
  0.60%
Hypothetical (5% annual)
  1,000.00 
  1,022.00 
  3.031
  0.60%
ETFMG Prime Mobile Payments ETF
    
    
    
    
Actual
  1,000.00 
  803.50 
  3.381
  0.75%
Hypothetical (5% annual)
  1,000.00 
  1,021.25 
  3.791
  0.75%
 
 
62
ETFMG™ ETFs
 
EXPENSE EXAMPLES
Six Months Ended March 31, 2020 (Unaudited) (Continued)
 
 
Fund Name
 
Beginning Account Value October 8, 2019
 
 
Ending Account Value March 31, 2020
 
 
Expenses Paid During the Period
 
 
Annualized Expense Ratio During the Period October 1, 2019 to March 31, 2020
 
ETFMG Sit Ultra Short ETF
 
 
 
 
 
 
 
 
 
 
 
 
Actual
  1,000.00 
  969.30 
  1.422
  0.30%
Hypothetical (5% annual)
  1,000.00 
  1,023.57 
  1.522
  0.30%
 
Fund Name
 
Beginning Account Value February 12, 2020
 
 
Ending Account Value March 31, 2020
 
 
Expenses Paid During the Period
 
 
Annualized Expense Ratio During the Period October 1, 2019 to March 31, 2020
 
ETFMG Travel Tech ETF
 
 
 
 
 
 
 
 
 
 
 
 
Actual
  1,000.00 
  570.90 
  0.793
  0.75%
Hypothetical (5% annual)
  1,000.00 
  1,021.25 
  3.793
  0.75%
 
The dollar amounts shown as expenses paid during the period are equal to the annualized six-month expense ratio multiplied by the average account value during the period, multiplied by 183/366 to reflect the number of days in the period).
 
2 The dollar amounts shown as expenses paid during the period are equal to the annualized six-month expense ratio multiplied by the average account value during the period, multiplied by 176/366 (to reflect the number of days in the period).
 
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 49/366 (to reflect the number of days in the period).
 
63
ETFMGTM ETFs
 
Statement Regarding Liquidity Risk Management Program (unaudited)
 
 
ETF Managers Trust (the “Trust”) has adopted a liquidity risk management program (the “Program”). The Trust’s Board of Trustees (the “Board”) has designated ETF Managers Group LLC (the “Program Administrator”) as the administrator of the Program. The Program Administrator has designated a committee (the “Committee”), composed of personnel from multiple departments, including investment operations and compliance, that is responsible for the implementation and ongoing administration of the Program, which includes assessing the liquidity risk of ETFMG Prime Junior Silver Miners ETF, ETFMG Prime Cyber Security ETF, ETFMG Prime Mobile Payments ETF, ETFMG Sit Ultra Short ETF, and ETFMG Travel Tech ETF (each a “Fund” and, collectively, the “Funds”) under both normal and reasonably foreseeable stressed conditions.
 
Under the Program, the Program Administrator assesses, manages and periodically reviews each Fund’s liquidity risk, based on factors specific to the circumstances of the Fund. Liquidity risk is the risk that a Fund could not meet shareholder redemption requests without significant dilution of remaining shareholders’ interests in that Fund. This risk is managed by monitoring the degree of liquidity of each Fund’s investments and limiting the amount of the Fund’s illiquid investments, among other means. The Program Administrator’s process of determining the degree of liquidity of each Fund’s investments is supported by one or more third-party liquidity assessment vendors. 
 
At a meeting of the Board on March 24, 2020, the Adviser provided a written report to the Board addressing the operation, and the adequacy and effectiveness of the implementation, of the Program, including, the operation of any Highly Liquid Investment Minimum, where applicable, and any material changes to the Program, for the initial period from December 1, 2018 through February 29, 2020 (the “Reporting Period”). No significant liquidity events impacting any Fund were noted in the report and it was represented that, as of December 31, 2019, each Fund was primarily highly liquid and, during the Reporting Period, each Fund held less than 15% in illiquid securities. In addition, the Program Administrator provided its assessment that Program implementation was effective and that the Program operated adequately and effectively to enable the Program Administrator to oversee and manage liquidity risk and ensure each Fund is able to meet requests to redeem shares without significant dilution to the remaining investors’ interest in the Fund.
 
There can be no assurance that the Program will achieve its objectives in the future. Please refer to your Fund’s prospectus for more information regarding the Fund’s exposure to liquidity risk and other principal risks to which an investment in the Fund may be subject.
 
 
 
 
64
ETFMG™ ETFs
Board of Trustees
 
 
Set forth below are the names, birth years, positions with the Trust, length of term of office, and the principal occupations and other directorships held during at least the last five years of each of the persons currently serving as a Trustee of the Trust, as well as information about each officer. The business address of each Trustee and officer is 30 Maple Street, 2nd Floor, Summit, New Jersey 07901. The SAI includes additional information about Fund directors and is available, without charge, upon request by calling 1-844-ETF-MGRS (1-844-383-6477).
 
Name and Year of Birth
Position(s) Held with the Trust, Term of Office and Length of Time Served
Principal Occupation(s) During Past 5 Years
Number of Portfolios in Fund Complex Overseen By Trustee
Other Directorships Held by Trustee During Past 5 Years
Interested Trustee and Officers
Samuel Masucci, III (1962)
Trustee, Chairman of the Board and President (since 2012); Secretary (since 2014)
Chief Executive Officer, Exchange Traded Managers Group LLC (since 2013); Chief Executive Officer, ETF Managers Group LLC (since 2016); Chief Executive Officer, ETF Managers Capital LLC (commodity pool operator) (since 2014); Chief Executive Officer (2012-2016) and Chief Compliance Officer (2012-2014), Factor Advisors, LLC (investment adviser); President and Chief Executive Officer, Factor Capital Management LLC (2012-2014) (commodity pool operator);
11
None
John A. Flanagan, (1946)
Treasurer (since 2015)
President, John A. Flanagan CPA, LLC (accounting services) (since 2010); Treasurer, ETF Managers Trust (since 2015); Principal Financial Officer, ETF Managers Capital, LLC (commodity pool operator) (since 2015)
n/a
n/a
Reshma A. Tanczos (1978)
Chief Compliance Officer (since 2016)
Chief Compliance Officer, ETF Managers Group LLC (since 2016); Chief Compliance Officer, ETF Managers Capital LLC (since 2016); Partner, Crow & Cushing (law firm) (2007-2016).
n/a
n/a
* Mr. Masucci is an interested Trustee by virtue of his role as the Chief Executive Officer of the Adviser.
 
65
ETFMG™ ETFs
Board of Trustees (Continued)
 
 
Name and Year of Birth
Position(s) Held with the Trust, Term of Office and Length of Time Served
Principal Occupation(s) During Past 5 Years
Number of Portfolios in Fund Complex Overseen By Trustee
Other Directorships Held by Trustee During Past 5 Years
Independent Trustees
Terry Loebs (1963)
 Trustee (since 2014)
Founder and Managing Member, Pulsenomics LLC (index product development and consulting firm) (since 2011); Managing Director, MacroMarkets, LLC (exchange-traded products firm) (2006-2011). 
11
None
Jared A. Chase (1955)
Trustee (since 2018)
Chief Operating and Financial Officer, Root Capital (a 501(c)(3) non-profit lender); Chairman, State Street Global Alliance LLC, State Street Corporation (2007-2012); Head of Global Treasury, Liability Management, Money Markets & Derivatives, State Street Corporation (2004-2007)
11
None
 
 
66
ETFMG™ ETFs
 
SUPPLEMENTARY INFORMATION
March 31, 2020 (Unaudited)
 
NOTE 1 – FREQUENCY DISTRIBUTION OF PREMIUMS AND DISCOUNTS
 
Information regarding how often shares of each Fund traded on the Exchange at a price above (i.e., at a premium) or below (i.e., at a discount) the NAV is available on the Fund’s website at www.etfmgfunds.com.
 
NOTE 2 – FEDERAL TAX INFORMATION
 
Qualified Dividend Income/Dividends Received Deduction
 
For the fiscal year ended September 30, 2019, certain dividends paid by the Funds may be subject to a maximum tax rate of 15%, as provided for by the Jobs and Growth Tax Reconciliation Act of 2003. The percentage of dividends declared from ordinary income designated as qualified dividend income was as follows:
 
Fund Name
Qualified Dividend Income
SILJ
24.52%
HACK
100.00%
IPAY
100.00%
 
For corporate shareholders, the percent of ordinary income distributions qualifying for the corporate dividends received deduction for the fiscal year ended September 30, 2019 was as follows:
 
Fund Name
Dividends Received Deduction
SILJ
22.47%
HACK
100.00%
IPAY
85.17%
 
Short Term Capital Gain
The percentage of taxable ordinary income distributions that are designated as short-term capital gain distributions under Internal Revenue Section 871 (k)(2)(C) for each Fund were as follows:
 
Fund Name
Short-Term Capital Gain
SILJ
0.00%
HACK
0.00%
IPAY
68.95%
 
During the year ended September 30, 2019, the Funds did not declare any long-term realized gains distributions.
 
Pursuant to Section 853 of the Internal Revenue Code the Fund designated the following amounts as foreign taxes paid for the year ended September 30, 2019. Foreign taxes paid for purposes of Section 853 may be less than actual foreign taxes paid for financial statement purposes.
 
 
 
 
 
 
 
 
 
Per Share
 
 
 
 
Fund
 
Gross Foreign Source Income
 
 
Foreign Taxes Passthrough
 
 
Gross Foreign Source Income
 
 
Foreign Taxes Passthrough
 
 
Shares Outstanding at 9/30/19
 
SILJ
 $258,662 
 $19,609 
 $0.02440207 
 $0.00184987 
 $10,600,000 
 
 
67
ETFMG™ ETFs
 
SUPPLEMENTARY INFORMATION
September 30, 2019 (Unaudited) (Continued)
 
 
NOTE 3 – INFORMATION ABOUT PORTFOLIO HOLDINGS
 
The Funds file their complete schedule of portfolio holdings for their first and third fiscal quarters with the Securities and Exchange Commission ("SEC") on Form N-Q or Part F of Form N-PORT. The Funds' Form N-Q or Part F of Form N-PORT is available on the website of the SEC at www.sec.gov. Each Fund's portfolio holdings are posted on their website at www.etfmgfunds.com daily.
 
NOTE 4 – INFORMATION ABOUT PROXY VOTING
 
A description of the policies and procedures the Funds use to determine how to vote proxies relating to portfolio securities is provided in the Statement of Additional Information (“SAI”). The SAI is available without charge upon request by calling toll-free at (877) 756-7873, by accessing the SEC’s website at www.sec.gov, or by accessing the Funds’ website at www.etfmgfunds.com.
 
Information regarding how the Funds voted proxies relating to portfolio securities during the period ending June 30 is available by calling toll-free at (877) 756-7873 or by accessing the SEC’s website at www.sec.gov.
 
Carefully consider the Fund’s investment objectives, risk factors, charges, and expenses before investing. This and additional information can be found in the Fund’s prospectus, which may be obtained by calling 1-844-ETF-MGRS (1-844-383-6477) or by visiting www.etfmgfunds.com. Read the prospectus carefully before investing.
 
 
68
 
 
Advisor
ETF Managers Group, LLC
30 Maple Street, Suite 2, Summit, NJ 07901
 
Distributor
ETFMG Financial, Inc.
30 Maple Street, Suite 2, Summit, NJ 07901
 
Custodian
U.S. Bank National Association
Custody Operations
1555 North River Center Drive, Suite 302, Milwaukee, Wisconsin 53212
 
Transfer Agent
Foreside Financial Group, LLC
111 E Kilbourn Ave, Suite 1250, 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
 
 
 
 
 
 
 
Wedbush ETFMG TM ETF
 
TABLE OF CONTENTS
March 31, 2020 (Unaudited)
 
 
Page
Shareholder Letter
2
 
 
Growth of $10,000 Investment
3
 
 
Top 10 Holdings
4
 
 
Important Disclosures and Key Risk Factors
7
 
 
Portfolio Allocations
9
 
 
Schedule of Investments
10
 
 
Statement of Assets and Liabilities
18
 
 
Statement of Operations
19
 
 
Statements of Changes in Net Assets
20
 
 
Financial Highlights
22
 
 
Notes to the Financial Statements
24
 
 
Approval of Advisory Agreements and Board Considerations
34
 
 
Expense Example
37
 
 
Statement Regarding Liquidity Risk Management Program
38
 
 
Information About Portfolio Holdings
40
 
 
Information About Proxy Voting
40
 
 
Trustees and Officers Table
41
 
 
 
 
Wedbush ETFMG TM ETF
 
Dear Shareholder,
 
On behalf of the entire team, we want to express our appreciation for the confidence you have placed in these ETFs. The following information pertains to the fiscal period from October 1, 2019 to March 31, 2020.
 
Performance Overview
 
During the 6-month period ended March 31, 2020, the S&P 500 Information Technology Sector Index, a broad measure of US listed technology companies, returned 0.07%. During the same period, the S&P Global 1200 Information Technology Sector Index, a broad measure of global technology companies, returned -0.74%. Below is a performance overview for each Fund for the same 6-month period.
 
Wedbush ETFMG Global Cloud Technology ETF (IVES)*
 
The Wedbush ETFMG Global Cloud Technology ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of the Reality Shares Drone Index (the “Index”).
 
Over the period, the total return for the Fund was -22.87%, while the total return for the Index was -23.17%. The best performers in the Fund on the basis of contribution to return were Nvidia, AeroVironment, and Ballard Power Systems, while the worst performers were Boeing, Workhorse Group, and Autonomous Control Systems.
 
Wedbush ETFMG Video Game Tech ETF (GAMR)*
 
The Wedbush 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 3.63%, while the total return for the Index was 4.03%. The best performers in the Fund on the basis of contribution to return were Bilibili, Nvidia, and Advanced Micro Devices, while the worst performers were Konami Holdings, Razer, and Aeria.
 
In late February, as COVID-19, the disease caused by the coronavirus, spread into regions beyond China, global stock markets began to experience significant declines and turbulence. As we write this letter in late April, the course of the coronavirus outbreak remains uncertain, and markets are likely to remain volatile in response to any news or government action concerning the virus. While markets continue working to assess the economic impact of the virus and the public health measures taken in response, it is still unclear what the costs will be and how long the effects will last, but history has shown that markets recover from downturns. For investors, we believe the most important course of action is to remain focused on your long-term goals, and to consult with your financial advisor.
 
You can find further details about IVES* and GAMR* by visiting www.etfmgfunds.com, or by calling 1-844-383-6477.
 
Sincerely,
 
 
Samuel Masucci III
Chairman of the Board
 
1
 
 
 
Average Annual Returns
 
1 Year
Since Inception
Value of $10,000
Period Ended March 31, 2020
Return
(3/8/2016)
(3/31/2020)
Wedbush ETFMG Global Cloud Technology ETF (NAV)
 
-17.16%
3.28%
 $11,400
Wedbush ETFMG Global Cloud Technology ETF (Market)
 
-18.11%
2.88%
 $11,222
S&P 500 Index
 
-6.98%
8.96%
 $14,174
Reality Shares DroneTM Index
 
-17.81%
2.78%
$11,179
 
Performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance of the Fund may be lower or higher than the performance quoted. All performance is historical and includes reinvestment of dividends and capital gains. Performance data current to the most recent month end may be obtained by calling 1-844-ETF-MGRS (1-844-383-6477).
 
The chart illustrates the performance of a hypothetical $10,000 investment made on March 8, 2016, and is not intended to imply any future performance. The returns shown do not reflect the deduction of taxes that a shareholder would pay on fund distributions from the sales of Fund shares. The chart assumes reinvestment of capital gains and dividends. The chart assumes reinvestment of capital gains and dividends, if any. The Index Returns do not reflect fees or expenses and are not available for direct investment.
 
2
 
 
Wedbush ETFMG TM ETF
 
Top Ten Holdings as of March 31, 2020* (Unaudited)
 
Security
 
 
% of Total Investments
 
1
Aerovironment, Inc.
 
4.89%
 
2
ETFMG Sit Ultra Short ETF
 
3.93%
 
3
Parrot
 
 
2.56%
 
4
Ambarella, Inc.
 
 
2.38%
 
5
Thales SA
 
 
2.13%
 
6
BAE Sysbems PLC
 
 
2.10%
 
7
Drone Delivery Canada Corp.
 
2.04%
 
8
Intel Corp.
 
 
1.96%
 
9
NVIDIA Corp.
 
 
1.96%
 
10
Honeywell International, Inc.
 
1.91%
 
 
 
 
 
 
 
 
Top Ten Holdings =25.86% of Total Investments
 
 
* Current Fund holdings may not be indicative of future Fund holdings.
 
 
 
3
 
 
 
Average Annual Returns
 
1 Year
Since Inception
Value of $10,000
Period Ended March 31, 2020
Return
(3/8/2016)
(3/31/2020)
Wedbush ETFMG Video Game Tech ETF (NAV)
 
-2.00%
15.66%
 $18,061
Wedbush ETFMG Video Game Tech ETF (Market)
 
-3.17%
15.44%
 $17,923
S&P 500 Index
 
-6.98%
8.96%
 $14,174
EEFund Video Game Tech Index
 
-1.20%
15.78%
 $18,131
 
Performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance of the Fund may be lower or higher than the performance quoted. All performance is historical and includes reinvestment of dividends and capital gains. Performance data current to the most recent month end may be obtained by calling 1-844-ETF-MGRS (1-844-383-6477).
 
The chart illustrates the performance of a hypothetical $10,000 investment made on March 8, 2016, and is not intended to imply any future performance. The returns shown do not reflect the deduction of taxes that a shareholder would pay on fund distributions from the sales of Fund shares. The chart assumes reinvestment of capital gains and dividends. The chart assumes reinvestment of capital gains and dividends, if any. The Index Returns do not reflect fees or expenses and are not available for direct investment.
 
 
4
 
 
Wedbush ETFMG TM ETF
 
Top Ten Holdings as of March 31, 2020* (Unaudited)
 
 
Security
 
 
% of Total Investments
 
1
Embracer Group AB
 
 
3.09%
 
 
2
Bilibili, Inc.
 
 
2.99%
 
 
3
ETFMG Sit Ultra Short ETF
 
2.89%
 
 
4
NEXON Co., Ltd.
 
 
2.78%
 
 
5
Capcom Co., Ltd
 
 
2.69%
 
 
6
NCSoft Corp.
 
 
2.69%
 
 
7
Ubisoft Entertainment S.A.
 
2.53%
 
 
8
Zynga, Inc.
 
 
2.51%
 
 
9
CD Projekt S.A.
 
 
2.42%
 
 
10
Glu Mobile, Inc.
 
 
2.40%
 
 
 
 
 
 
 
 
 
 
Top Ten Holdings = 26.99% of Total Investments
 
 
 
* Current Fund holdings may not be indicative of future Fund holdings.
 
 
 
 
 
5
 
 
Wedbush ETFMG TM 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.
 
Past performance is not indicative of future return. A fund’s performance for very short time periods may not be indicative of future performance.
 
IVES
 
The Wedbsuh ETFMG Global Cloud Technology 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 Dan Ives Global Cloud Technology Prime Index (the “Index”).
 
Investing involves risk, including the possible loss of principal. Shares of any ETF are bought and sold at market price (not NAV), may trade at a discount or premium to NAV and are not individually redeemed from the Fund. Brokerage commissions will reduce returns. Narrowly focused investments typically exhibit higher volatility. Cloud Technology Companies may have limited product lines, markets, financial resources or personnel. These companies typically face intense competition and potentially rapid product obsolescence. In addition, many Cloud Technology Companies store sensitive consumer information and could be the target of cybersecurity attacks and other types of theft, which could have a negative impact on these companies. As a result, Cloud Technology Companies may be adversely impacted by government regulations and may be subject to additional regulatory oversight with regard to privacy concerns and cybersecurity risk. These companies are also heavily dependent on intellectual property rights and may be adversely affected by loss or impairment of those rights. Cloud computing companies could be negatively impacted by disruptions in service caused by hardware or software failure, or by interruptions or delays in service by third-party data center hosting facilities and maintenance providers. Cloud Technology Companies, especially smaller companies, tend to be more volatile than companies that do not rely heavily on technology. Companies in the technology field, including companies in the computers, telecommunications and electronics industries, face intense competition, which may have an adverse effect on profit margins.
 
Unlike with an actively managed fund, the Fund’s adviser does not use techniques or defensive strategies designed to lessen the effects of market volatility or to reduce the impact of periods of market decline. This means that, based on market and economic conditions, the Fund’s performance could be lower than other types of funds that may actively shift their portfolio assets to take advantage of market opportunities or to lessen the impact of a market decline.
 
Natural or environmental disasters, such as earthquakes, fires, floods, hurricanes, tsunamis and other severe weather-related phenomena generally, and widespread disease, including pandemics and epidemics, have been and may be highly disruptive to economies and markets, adversely impacting individual companies, sectors, industries, markets, currencies, interest and inflation rates, credit ratings, investor sentiment, and other factors affecting the value of the Fund’s investments. Given the increasing interdependence among global economies and markets, conditions in one country, market, or region are increasingly likely to adversely affect markets, issuers, and/or foreign exchange rates in other countries, including the U.S. Any such events could have a significant adverse impact on the value of the Fund’s investments.
 
Additionally, natural or environmental disasters, widespread disease or other public health issues, war, acts of terrorism or other events could result in increased premiums or discounts to the Fund’s NAV.
 
The Fund is distributed by ETFMG Financial LLC, which is not affiliated with Wedbush Securities, Prime Indexes, or Level ETF Ventures.
 
6
 
 
Wedbush ETFMG TM ETF
 
Important Disclosures and Key Risks Factors (Continued)
 
GAMR
 
The Wedbush ETFMG Video Game Tech ETF (the “Fund” or the “Video Game Tech ETF”) seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of the EEFund Video Game Tech Index™ (the “Index”).
 
Investing involves risk, including the possible loss of principal. The fund is new with limited operating history. Shares of any ETF are bought and sold at market price (not NAV), may trade at a discount or premium to NAV and are not individually redeemed from the Fund. Brokerage commissions will reduce returns. Narrowly focused investments typically exhibit higher volatility. Video Game Tech Companies face intense competition, both domestically and internationally, may have limited product lines, markets, financial resources or personnel, may have products that face rapid obsolescence, and are heavily dependent on the protection of patent and intellectual property rights. Video Game Tech Companies are also subject to increasing regulatory constraints, particularly with respect to cybersecurity and privacy. Such factors may adversely affect the profitability and value of such companies. Investments in foreign securities involve political, economic and currency risks, greater volatility and differences in accounting methods. The Fund is non-diversified, meaning it may concentrate its assets in fewer individual holdings than a diversified fund. Investments in smaller companies tend to have limited liquidity and greater price volatility than large-capitalization companies. The Fund’s return may not match or achieve a high degree of correlation with the return of the EEFund Video Game Tech Index™. To the extent the Fund utilizes a sampling approach, it may experience tracking error to a greater extent than if the Fund had sought to replicate the Index. Diversification does not guarantee a profit, nor does it protect against a loss in a declining market.
 
The EEFund Video Game Tech™ Index provides a benchmark for investors interested in tracking companies actively involved in the electronic gaming industry including the entertainment, education and simulation segments. The Index uses a market capitalization weighted allocation across the pure play and non-pure play sectors and a set weight for the conglomerate sector as well as an equal weighted allocation methodology for all components within each sector allocation. The index was created and is maintained by EEFund Management. You cannot invest directly in an index.
 
Unlike with an actively managed fund, the Fund’s adviser does not use techniques or defensive strategies designed to lessen the effects of market volatility or to reduce the impact of periods of market decline. This means that, based on market and economic conditions, the Fund’s performance could be lower than other types of funds that may actively shift their portfolio assets to take advantage of market opportunities or to lessen the impact of a market decline.
 
Natural or environmental disasters, such as earthquakes, fires, floods, hurricanes, tsunamis and other severe weather-related phenomena generally, and widespread disease, including pandemics and epidemics, have been and may be highly disruptive to economies and markets, adversely impacting individual companies, sectors, industries, markets, currencies, interest and inflation rates, credit ratings, investor sentiment, and other factors affecting the value of the Fund’s investments. Given the increasing interdependence among global economies and markets, conditions in one country, market, or region are increasingly likely to adversely affect markets, issuers, and/or foreign exchange rates in other countries, including the U.S. Any such events could have a significant adverse impact on the value of the Fund’s investments.
 
Additionally, natural or environmental disasters, widespread disease or other public health issues, war, acts of terrorism or other events could result in increased premiums or discounts to the Fund’s NAV.
 
The Fund is distributed by ETFMG Financial LLC, which is not affiliated with Wedbush Securities, Prime Indexes, or Level ETF Ventures.
 
7
 
 
Wedbush ETFMG TM ETF
 
PORTFOLIO ALLOCATIONS
As of March 31, 2020 (Unaudited)
 
 
 
Wedbush ETFMG Global Cloud Technology ETF
 
 
Wedbush ETFMG Video Game Tech ETF
 
As a percent of Net Assets:
 
 
 
 
 
 
Canada
  3.4%
  -%
France
  7.1 
  2.9 
Germany
  1.3 
  0.4 
Hong Kong
  - 
  5.5 
Israel
  2.3 
  - 
Italy
  1.7 
  - 
Japan
  12.1 
  20.3 
Netherlands
  2.4 
  0.5 
Norway
  - 
  0.4 
Poland
  - 
  2.8 
Republic of Korea
  1.5 
  14.0 
Spain
  1.6 
  - 
Sweden
  2.7 
  7.8 
Switzerland
  - 
  0.5 
Taiwan, Province of China
  - 
  4.2 
Turkey
  3.7 
  - 
United Kingdom
  4.8 
  4.1 
United States
  54.9 
  36.2 
Exchange Traded Funds
  4.6 
  3.3 
Short-Term and other Net Assets (Liabilities)
  (4.1)
  (2.9)
 
  100.0%
  100.0%
 
 
8
 
Wedbush ETFMG TM ETF
 
Wedbush ETFMG Global Cloud Technology ETF
Schedule of Investments
March 31, 2020 (Unaudited)
   


 
Shares
 
 
Value
 
COMMON STOCKS - 99.5%
 
 
 
 
 
 
Canada - 3.4%
 
 
 
 
 
 
Aerospace & Defense - 2.4% (d)
 
 
 
 
 
 
Drone Delivery Canada Corp. (a)
  1,253,771 
 $623,634 
Electrical Equipment - 1.0%
    
    
Ballard Power Systems, Inc. (a)(b)
  34,118 
  259,638 
Total Canada
    
  883,272 
 
    
    
France - 7.1%
    
    
Aerospace & Defense - 4.1% (d)
    
    
Dassault Aviation SA (a)
  551 
  455,166 
Thales SA
  7,725 
  650,751 
Total Aerospace & Defense
    
  1,105,917 
Communications Equipment - 3.0%
    
    
Parrot SA (a)(b)(e)
  285,467 
  783,956 
Total France
    
  1,889,873 
 
    
    
Germany - 1.3%
    
    
Industrial Conglomerates - 1.3%
    
    
Rheinmetall AG
  4,634 
  327,401 
 
    
    
Israel - 2.3%
    
    
Aerospace & Defense - 2.3% (d)
    
    
Elbit Systems, Ltd.
  3,161 
  412,720 
RADA Electronic Industries, Ltd. (a)
  55,011 
  192,539 
Total Aerospace & Defense
    
  605,259 
 
    
    
Italy - 1.7%
    
    
Aerospace & Defense - 1.7% (d)
    
    
Leonardo SpA
  65,311 
  437,376 
 
    
    
Japan - 12.1%
    
    
Automobiles - 2.7%
    
    
Subaru Corp.
  20,932 
  403,650 
Yamaha Motor Co., Ltd.
  24,196 
  294,110 
Total Automobiles
    
  697,760 
Electronic Equipment, Instruments & Components - 5.2%
    
    
Autonomous Control Systems Laboratory, Ltd. (a)(b)
  31,230 
  568,980 
Hitachi, Ltd.
  13,379 
  391,074 
TDK Corp.
  4,715 
  367,465 
Total Electronic Equipment, Instruments & Components
    
  1,327,519 
Household Durables - 1.6%
    
    
Sony Corp. - ADR (a)(b)
  7,499 
  443,791 
IT Services - 2.1%
    
    
NEC Corp.
  15,139 
  555,437 
Software - 0.5%
    
    
Kudan, Inc. (a)(b)
  5,389 
  135,671 
Total Japan
    
  3,160,178 

 The accompanying notes are an integral part of these financial statements.
9
 
Wedbush ETFMG TM ETF
 
Wedbush ETFMG Global Cloud Technology ETF
Schedule of Investments
March 31, 2020 (Unaudited)
 

 
 
Shares
 
 
Value
 
Netherlands - 2.4%
 
 
 
 
 
 
Aerospace & Defense - 1.1% (d)
 
 
 
 
 
 
Airbus SE
  4,271 
 $279,520 
Semiconductors & Semiconductor Equipment - 1.3%
    
    
STMicroelectronics NV
  15,950 
  349,626 
Total Netherlands
    
  629,146 
 
    
    
Republic of Korea - 1.5%
    
    
Aerospace & Defense - 1.5% (d)
    
    
Korea Aerospace Industries, Ltd.
  22,433 
  386,061 
 
    
    
Spain - 1.6%
    
    
IT Services - 1.6%
    
    
Indra Sistemas SA (a)
  50,635 
  418,840 
 
    
    
Sweden - 2.7%
    
    
Aerospace & Defense - 1.1% (d)
    
    
Saab AB - Class B
  14,318 
  276,372 
Electronic Equipment, Instruments & Components - 1.6%
    
    
Hexagon AB - Class B
  9,971 
  427,362 
Total Sweden
    
  703,734 
 
    
    
Turkey - 3.7%
    
    
Aerospace & Defense - 2.2% (d)
    
    
Aselsan Elektronik Sanayi Ve Ticaret AS
  161,215 
  575,311 
Household Durables - 1.5%
    
    
Vestel Elektronik Sanayi ve Ticaret AS (a)
  240,811 
  384,162 
Total Turkey
    
  959,473 
 
    
    
United Kingdom - 4.8%
    
    
Aerospace & Defense - 4.8% (d)
    
    
BAE Systems PLC
  99,113 
  642,377 
Meggitt PLC
  54,473 
  196,419 
QinetiQ Group PLC
  102,959 
  411,790 
Total Aerospace & Defense
    
  1,250,586 
 
  The accompanying notes are an integral part of these financial statements.
10
 
Wedbush ETFMG TM ETF
 
Wedbush ETFMG Global Cloud Technology ETF
Schedule of Investments
March 31, 2020 (Unaudited)
 

 
 
Shares
 
 
Value
 
United States - 54.9%
 
 
 
 
 
 
Aerospace & Defense - 28.6% (d)
 
 
 
 
 
 
Aerojet Rocketdyne Holdings, Inc. (a)
  10,205 
 $426,875 
AeroVironment, Inc. (a)
  24,542 
  1,496,079 
Boeing Co.
  3,139 
  468,150 
Cubic Corp. (b)
  5,541 
  228,899 
General Dynamics Corp.
  3,408 
  450,912 
HEICO Corp.
  3,229 
  240,916 
Kratos Defense & Security Solutions, Inc. (a)(b)
  41,228 
  570,596 
L3Harris Technologies, Inc.
  2,166 
  390,140 
Lockheed Martin Corp.
  1,595 
  540,625 
Mercury Systems, Inc. (a)
  4,664 
  332,730 
Northrop Grumman Corp.
  1,786 
  540,354 
Raytheon Co.
  2,804 
  367,745 
Teledyne Technologies, Inc. (a)
  1,107 
  329,078 
Textron, Inc.
  16,903 
  450,803 
TransDigm Group, Inc.
  847 
  271,201 
United Technologies Corp.
  4,114 
  388,074 
Total Aerospace & Defense
    
  7,493,177 
Auto Components - 1.7%
    
    
Workhorse Group, Inc. (a)(b)
  240,973 
  436,161 
Building Products - 0.9%
    
    
Griffon Corp. (b)
  17,834 
  225,600 
Communications Equipment - 0.7%
    
    
KVH Industries, Inc. (a)
  20,501 
  193,324 
Electronic Equipment, Instruments & Components - 6.6%
    
    
FLIR Systems, Inc.
  7,791 
  248,455 
II-VI, Inc. (a)(b)
  11,742 
  334,647 
Jabil, Inc.
  14,475 
  355,796 
Littelfuse, Inc. (b)
  2,839 
  378,779 
Trimble, Inc. (a)
  12,685 
  403,764 
Total Electronic Equipment, Instruments & Components
    
  1,721,441 
Household Durables - 1.0%
    
    
GoPro, Inc. - Class A (a)(b)
  98,420 
  257,860 
Industrial Conglomerates - 2.2%
    
    
Honeywell International, Inc. (b)
  4,359 
  583,190 
Semiconductors & Semiconductor Equipment - 11.9%
    
    
Ambarella, Inc. (a)
  14,969 
  726,894 
Intel Corp.
  11,097 
  600,570 
Microchip Technology, Inc. (b)
  2,972 
  201,502 
NVIDIA Corp.
  2,273 
  599,163 
Qualcomm, Inc. (a)(b)
  5,792 
  391,829 
Texas Instruments, Inc.
  2,825 
  282,302 
Xilinx, Inc. (b)
  3,724 
  290,249 
Total Semiconductors & Semiconductor Equipment
    
  3,092,509 
Software - 1.3%
    
    
Synopsys, Inc. (a)
  2,628 
  338,460 
Total United States
    
  14,341,722 
TOTAL COMMON STOCKS (Cost $33,204,159)
    
  25,992,921 
INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL – 17.3%
    
    
 
   The accompanying notes are an integral part of these financial statements.
11
 
Wedbush ETFMG TM ETF
 
Wedbush ETFMG Global Cloud Technology ETF
Schedule of Investments
March 31, 2020 (Unaudited) (Continued)
 

 
 
Shares
 
 
Value
 
ETFMG Sit Ultra Short ETF (f)
  25,000 
 $1,202,000 
Mount Vernon Liquid Assets Portfolio, LLC, 0.91% (c)
  3,325,443 
  3,325,443 
TOTAL INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL (Cost $4,581,871)
    
 $4,527,443 
 
    
    
SHORT-TERM INVESTMENTS - 0.3%
    
    
Money Market Funds - 0.3%
    
    
Invesco Advisers, Inc. STIT-Treasury Portfolio - Institutional Class, 0.30% (c)
  78,018 
  78,018 
TOTAL SHORT-TERM INVESTMENTS  (Cost $78,018)
    
  78,018 
 
    
    
Total Investments (Cost $37,864,048) - 117.1%
    
  30,598,382 
Liabilities in Excess of Other Assets - (17.1)%
    
  (4,465,090)
TOTAL NET ASSETS - 100.0%
    
 $26,133,292 
 
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, 2020.
(c) 
The rate shown is the annualized seven-day yield at March 31, 2020.
(d) 
As of March 31, 2020, the Fund had a significant portion of its assets in the Aerospace & Defense Industry.
(e) 
This security has been deemed illiquid according to the Fund's liquidity guidelines. The value of these securities total $783,956, which represents 3.00% of total net assets.
(f) 
Affiliated security. Please refer to Note 9 of the Notes to Financial Statements.
 
   The accompanying notes are an integral part of these financial statements.
12
 
Wedbush ETFMG TM ETF
 
Wedbush ETFMG Video Game Tech ETF
Schedule of Investments
March 31, 2020 (Unaudited)
 

 
 
Shares
 
 
Value
 
COMMON STOCKS - 99.6%
 
 
 
 
 
 
France - 2.9%
 
 
 
 
 
 
Entertainment - 2.9%
 
 
 
 
 
 
Ubisoft Entertainment SA (a)
  28,352 
 $2,100,681 
 
    
    
Germany - 0.4%
    
    
Health Care Equipment & Supplies - 0.4%
    
    
Carl Zeiss Meditec AG
  3,156 
  307,525 
 
    
    
Hong Kong - 5.5%
    
    
Entertainment - 3.9% (d)
    
    
IGG, Inc.
  2,612,492 
  1,560,200 
Leyou Technologies Holdings, Ltd. (a)
  2,545,528 
  745,329 
NetDragon Websoft Holdings, Ltd.
  234,072 
  564,593 
Total Entertainment
    
  2,870,122 
Interactive Media & Services - 1.6%
    
    
Tencent Holdings, Ltd.
  24,783 
  1,215,375 
Total Hong Kong
    
  4,085,497 
 
    
    
Japan - 20.3%
    
    
Entertainment - 17.1% (d)
    
    
Aeria, Inc.
  36,822 
  182,869 
Aiming, Inc. (b)
  121,541 
  533,526 
Capcom Co., Ltd.
  71,107 
  2,241,830 
COLOPL, Inc.
  34,360 
  254,365 
Cyberstep, Inc.
  21,600 
  259,341 
DeNa Co., Ltd.
  23,795 
  261,573 
Gumi, Inc. (a)
  39,052 
  219,730 
GungHo Online Entertainment, Inc.
  17,660 
  248,332 
KLab, Inc.
  41,936 
  264,428 
Koei Tecmo Holdings Co., Ltd.
  15,093 
  390,923 
Konami Holdings Corp.
  45,554 
  1,404,432 
Marvelous, Inc.
  45,195 
  224,451 
Nexon Co., Ltd.
  141,117 
  2,316,405 
Nintendo Co., Ltd.
  4,795 
  1,855,568 
Square Enix Holdings Co., Ltd.
  37,015 
  1,660,985 
Total Entertainment
    
  12,318,758 
Household Durables - 1.3%
    
    
Sony Corp. - ADR (b)
  16,768 
  992,330 
Interactive Media & Services - 1.0%
    
    
Gree, Inc.
  185,339 
  718,776 
Leisure Products - 0.9%
    
    
Bandai Namco Holdings, Inc.
  6,269 
  305,565 
Sega Sammy Holdings, Inc.
  25,985 
  317,789 
Total Leisure Products
    
  623,354 
Total Japan
    
  14,653,218 
 
   The accompanying notes are an integral part of these financial statements.
13
 
Wedbush ETFMG TM ETF
 
Wedbush ETFMG Video Game Tech ETF
Schedule of Investments
March 31, 2020 (Unaudited) (Continued)
 

 
 
 
Shares
 
 
Value
 
Netherlands - 0.5%
 
 
 
 
 
 
Entertainment - 0.5% (d)
 
 
 
 
 
 
Funcom Se (a)
  226,341 
 $369,889 
 
    
    
Norway - 0.4%
    
    
Semiconductors & Semiconductor Equipment - 0.4%
    
    
Nordic Semiconductor ASA (a)
  64,804 
  287,853 
 
    
    
Poland - 2.8%
    
    
Entertainment - 2.8% (d)
    
    
CD Projekt SA
  28,816 
  2,013,926 
 
    
    
Republic of Korea - 14.0%
    
    
Entertainment - 13.2% (d)
    
    
Com2uS Corp.
  18,663 
  1,293,923 
Gravity Co., Ltd. - ADR
  8,218 
  249,827 
NCSoft Corp.
  4,173 
  2,235,015 
Neowiz
  22,230 
  315,915 
Netmarble Corp.
  24,905 
  1,906,720 
Nexon GT Co., Ltd.
  51,749 
  180,666 
NHN Corp. (a)
  21,134 
  1,189,205 
Pearl Abyss Corp. (a)
  11,560 
  1,699,791 
Webzen, Inc. (a)
  22,447 
  233,256 
WeMade Entertainment Co., Ltd.
  11,548 
  190,672 
Wysiwyg Studios Co., Ltd. (a)
  72,463 
  219,053 
Total Entertainment
    
  9,714,043 
Hotels, Restaurants & Leisure - 0.4%
    
    
ME2ON Co., Ltd. (a)
  65,180 
  260,752 
Interactive Media & Services - 0.4%
    
    
AfreecaTV Co., Ltd.
  6,558 
  282,823 
Total Republic of Korea
    
  10,257,618 
 
    
    
Sweden - 7.8%
    
    
Entertainment - 7.2% (d)
    
    
Embracer Group AB (a)
  258,876 
  2,572,914 
G5 Entertainment AB
  33,276 
  366,648 
Modern Times Group MTG - Class B
  33,933 
  267,209 
Paradox Interactive AB
  24,616 
  395,148 
Stillfront Group AB (a)
  36,298 
  1,625,467 
Total Entertainment
    
  5,227,386 
Hotels, Restaurants & Leisure - 0.3%
    
    
LeoVegas AB
  97,636 
  281,877 
Technology Hardware, Storage & Peripherals - 0.3%
    
    
Tobii AB (a)
  84,353 
  219,995 
Total Sweden
    
  5,729,258 
 
    
    
Switzerland - 0.5%
    
    
Technology Hardware, Storage & Peripherals - 0.5%
    
    
Logitech International SA (b)
  8,618 
  369,971 
 
   The accompanying notes are an integral part of these financial statements.
14
 
Wedbush ETFMG TM ETF
 
Wedbush ETFMG Video Game Tech ETF
Schedule of Investments
March 31, 2020 (Unaudited) (Continued)
 

 
 
Shares
 
 
Value
 
Taiwan, Province of China - 4.2%
 
 
 
 
 
 
Entertainment - 0.5% (d)
 
 
 
 
 
 
Gamania Digital Entertainment Co., Ltd. (a)
  164,266 
 $245,518 
Softstar Entertainment, Inc. (a)
  103,634 
  174,771 
Total Entertainment
    
  420,289 
Technology Hardware, Storage & Peripherals - 3.7%
    
    
Acer, Inc.
  660,315 
  340,622 
Asustek Computer, Inc. (a)
  50,285 
  340,039 
Micro-Star International Co., Ltd.
  672,272 
  1,971,810 
Total Technology Hardware, Storage & Peripherals
    
  2,652,471 
Total Taiwan, Province of China
    
  3,072,760 
 
    
    
United Kingdom - 4.1%
    
    
Entertainment - 1.6% (d)
    
    
Frontier Developments PLC (a)
  28,128 
  432,529 
Team17 Group PLC (a)
  98,574 
  702,797 
Total Entertainment
    
  1,135,326 
IT Services - 2.5%
    
    
Keywords Studios PLC
  102,380 
  1,840,091 
Total United Kingdom
    
  2,975,417 
 
    
    
United States - 36.2%
    
    
Entertainment - 22.5% (d)
    
    
Activision Blizzard, Inc.
  32,420 
  1,928,342 
Bilibili, Inc. - ADR (a)(b)
  106,227 
  2,487,835 
Changyou.com, Ltd. - ADR
  88,729 
  949,400 
Electronic Arts, Inc. (a)
  18,187 
  1,821,792 
Glu Mobile, Inc. (a)(b)
  316,908 
  1,993,351 
HUYA, Inc. - ADR (a)
  22,897 
  388,104 
iDreamSky Technology Holdings, Ltd. (a)
  871,906 
  566,819 
NetEase, Inc. - ADR
  1,277 
  409,866 
Sciplay Corp. - Class A (a)
  150,432 
  1,432,865 
Sea, Ltd. - ADR (a)(b)
  10,493 
  464,945 
Take-Two Interactive Software, Inc. (a)
  15,609 
  1,851,383 
Zynga, Inc. - Class A (a)
  305,408 
  2,092,045 
Total Entertainment
    
  16,386,747 
Household Durables - 0.3%
    
    
Turtle Beach Corp. (a)(b)
  35,130 
  219,211 
Interactive Media & Services - 3.0%
    
    
JOYY, Inc. - (a)(b)
  6,962 
  370,796 
Momo, Inc. - ADR (a)
  10,753 
  233,233 
SINA Corp. (a)
  10,523 
  335,052 
Sohu.com, Ltd. - ADR (a)
  31,349 
  195,304 
Alphabet, Inc. - Class C (a)(b)
  847 
  984,900 
Total Interactive Media & Services
    
  2,119,285 
 
 
   The accompanying notes are an integral part of these financial statements.
15
 
Wedbush ETFMG TM ETF
 
Wedbush ETFMG Video Game Tech ETF
Schedule of Investments
March 31, 2020 (Unaudited) (Continued)
 


 
 
Shares
 
 
Value
 
Semiconductors & Semiconductor Equipment - 5.4%
 
 
 
 
 
 
Advanced Micro Devices, Inc. (a)(b)
  27,737 
 $1,261,479 
Intel Corp.
  19,751 
  1,068,924 
NVIDIA Corp.
  5,096 
  1,343,306 
Qualcomm, Inc. (a)(b)
  4,419 
  298,945 
Total Semiconductors & Semiconductor Equipment
    
  3,972,654 
Software - 1.6%
    
    
Cheetah Mobile, Inc. - ADR
  95,011 
  198,573 
Kingsoft Corp., Ltd. (a)
  157,628 
  514,397 
Microsoft Corp. (b)
  7,386 
  1,164,846 
Total Software
    
  1,877,816 
Specialty Retail - 0.3%
    
    
GameStop Corp. - Class A (b)
  56,138 
  196,483 
Technology Hardware, Storage & Peripherals - 2.1%
    
    
Apple, Inc. (b)
  4,148 
  1,054,794 
Immersion Corp. (a)
  43,862 
  235,100 
Razer, Inc. (a)
  2,160,947 
  267,584 
Total Technology Hardware, Storage & Peripherals
    
  1,557,478 
Total United States
    
  26,329,674 
TOTAL COMMON STOCKS (Cost $76,676,854)
    
  72,553,287 
 
    
    
INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL – 14.5%
    
    
ETFMG Sit Ultra Short ETF (e)
  50,000 
  2,404,000 
Mount Vernon Liquid Assets Portfolio, LLC, 0.91% (c)
  8,154,573 
  8,154,573 
TOTAL INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL  (Cost $10,658,958)
    
  10,558,573 
 
    
    
SHORT-TERM INVESTMENS - 0.1%
    
    
Money Market Funds - 0.1%
    
    
Invesco Advisers, Inc. STIT-Treasury Portfolio - Institutional Class, 0.30% (c)
  80,820 
  80,820 
TOTAL SHORT -TERM INVESTMENTS (Cost $80,820)
    
  80,820 
 
    
    
Total Investments (Cost $87,416,632) - 114.2%
    
  83,192,680 
Liabilities in Excess of Other Assets - (14.2)%
    
  (10,358,817)
TOTAL NET ASSETS - 100.0%
    
 $72,833,863 
 
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, 2020.
(c) 
The rate shown is the annualized seven-day yield at March 31, 2020.
(d) 
As of March 31, 2020, the Fund had a significant portion of its assets in the Entertainment Industry.
(e) 
Affiliated security.  Please refer to Note 9 of the Notes to Financial Statements.
 
   The accompanying notes are an integral part of these financial statements.
16
 

Wedbush ETFMG TM ETF
 
STATEMENT OF ASSETS AND LIABILITIES
As of March 31, 2020 (Unaudited)
 
 
 
Wedbush ETFMG Global Cloud Technology ETF
 
 
Wedbush ETFMG Video Game Tech ETF
 
ASSETS
 
 
 
 
 
 
Investments in unaffiliated securities, at value*
 $29,341,954 
 $80,788,680 
Investments in affiliated securities, at value*
  1,256,428 
  2,404,000 
Total Investments in securities, at value
  30,598,382 
  83,192,680 
Dividends and interest receivable
  45,698 
  216,362 
Securities lending income receivable
  24,551 
  9,058 
Total Assets
  30,668,631 
  83,418,100 
 
    
    
LIABILITIES
    
    
Collateral received for securities loaned (Note 7)
 $4,517,943 
 $10,539,573 
Payables:
    
    
Management fees payable
  17,396 
  44,664 
Total Liabilities
  4,535,339 
  10,584,237 
Net Assets
 $26,133,292 
 $72,833,863 
 
    
    
NET ASSETS CONSIST OF:
    
    
Paid-in Capital
 $37,771,230 
 $98,258,659 
Total Distributable Earnings
  (11,637,938)
  (25,424,796)
Net Assets
 $26,133,292 
 $72,833,863 
 
    
    
*Identified Cost:
    
    
 
    
    
Investments in unaffiliated securities
 $36,607,620 
 $84,912,247 
Investments in affiliated securities
  1,256,428 
  2,504,385 
 
    
    
Shares Outstanding^
  950,000 
  1,700,000 
 
    
    
Net Asset Value, Offering and Redemption Price per Share
 $27.51 
 $42.84 
 
^      
No par value, unlimited number of shares authorized
 
 The accompanying notes are an integral part of these financial statements.
17
 
 
Wedbush ETFMG TM ETF
 
STATEMENT OF OPERATIONS
For the Period Ended March 31, 2020 (Unaudited)
 
 
 
Wedbush Global Cloud Technology ETF
 
 
Wedbush ETFMG Video Game Tech ETF
 
INVESTMENT INCOME
 
 
 
 
 
 
Income:
 
 
 
 
 
 
Dividends from unaffiliated securities (net of foreign withholdings tax of $8,885, $27,135)
 $196,155 
 $277,535 
Interest 
  1,133 
  1,785 
Securities lending income
  211,157 
  119,054 
Total Investment Income
  408,445 
  398,374 
 
    
    
Expenses:
    
    
Management fees
  134,295 
  300,799 
Total Expenses
  134,295 
  300,799 
Net Investment Income (Loss)
  274,150 
  97,575 
 
    
    
REALIZED & UNREALIZED GAIN (LOSS) ON INVESTMENTS
    
    
Net Realized Gain (Loss) on:
    
    
Unaffiliated Investments
  (240,992)
  (4,209,494)
Affiliated Investments
  - 
  - 
In-Kind redemptions
  1,343,707 
  3,176,379 
Foreign currency and foreign currency translation
  (1,473)
  (4,592)
Net Realized Gain (Loss) on Investments and In-Kind redemptions
  1,101,242 
  (1,037,707)
Net Change in Unrealized Appreciation (Depreciation) of:
    
    
Unaffiliated Investments
  (8,906,387)
  4,445,601 
Affiliated Investments
  (54,428)
  (100,385)
Foreign currency and foreign currency translation
  1,294 
  (1,086)
Net change in Unrealized Appreciation (Depreciation) of Investments
  (8,959,521)
  4,344,130 
Net Realized and Unrealized Gain (Loss) on Investments
  (7,858,279)
  3,306,423 
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS
 $(7,584,129)
 $3,403,998 
 
 The accompanying notes are an integral part of these financial statements.
18
 
 
Wedbush ETFMG TM ETF
 
Wedbush ETFMG Global Cloud Technology ETF
STATEMENTS OF CHANGES IN NET ASSETS
 
 
 
Period Ended
 
 
 
 
 
 
March 31,
2020
(Unaudited)
 
 
Year Ended September 30,
2019
 
OPERATIONS
 
 
 
 
 
 
Net investment gain (loss)
 $274,150 
 $326,490 
Net realized gain (loss) on investments and In-Kind Redemptions
  1,101,242 
  (1,104,431)
Net change in unrealized appreciation (depreciation) of investments and foreign currency and foreign currency translation
  (8,959,521)
  (3,859,005)
Net increase (decrease) in net assets resulting from operations
  (7,584,129)
  (4,636,946)
 
    
    
DISTRIBUTIONS TO SHAREHOLDERS
    
    
             Total distributions from distributable earnings
  (226,000)
  (326,484)
 
    
    
CAPITAL SHARE TRANSACTIONS
    
    
Net decrease in net assets derived from net change in outstanding shares
  (3,777,130)
  (8,088,245)
Transaction Fees (See Note 1)
  347 
  1,012 
Net increase (decrease) in net assets from capital share transactions
  (3,776,783)
  (8,087,233)
Total increase (decrease) in net assets
 $(11,586,912)
 $(13,050,663)
 
    
    
NET ASSETS
    
    
Beginning of Year/Period
  37,720,204 
  50,770,867 
End of Year/Period
 $26,133,292 
 $37,720,204 
 
Summary of share transactions is as follows: 
 
 
 
Period Ended
 
 
 
 
 
 
March 31,
2020
(Unaudited)
 
 
Year Ended
September 30,
2019
 
 
 
Shares
 
 
Amount
 
 
Shares
 
 
Amount
 
Shares Sold
  50,000 
 $1,856,550 
  250,000 
 $8,965,040 
Transaction Fees (See Note 1)
  - 
  347 
  - 
  1,012 
Shares Redeemed
  (150,000)
  (5,633,680)
  (500,000)
  (17,053,285)
Net Transactions in Fund Shares
  (100,000)
 $(3,776,783)
  (250,000)
 $(8,087,233)
Beginning Shares
  1,050,000 
    
  1,300,000 
    
Ending Shares
  950,000 
    
  1,050,000 
    
 
 The accompanying notes are an integral part of these financial statements.
19
 
 
Wedbush ETFMG TM ETF
 
Wedbush ETFMG Video Game Tech ETF
STATEMENTS OF CHANGES IN NET ASSETS
 
 
 
Period Ended March 31,
2020
(Unaudited)
 
 
Year Ended
September 30,
2019
 
OPERATIONS
 
 
 
 
 
 
Net investment gain (loss)
 $97,575 
 $1,178,862 
Net realized gain (loss) on investments and In-Kind Redemptions
  (1,037,707)
  (14,064,092)
Net change in unrealized appreciation (depreciation) of investments and foreign currency and foreign currency translation
  4,344,130 
  (3,031,697)
Net increase (decrease) in net assets resulting from operations
  3,403,998 
  (15,916,927)
 
    
    
DISTRIBUTIONS TO SHAREHOLDERS
    
    
             Total distributions from distributable earnings
  (297,000)
  (1,402,817)
 
    
    
CAPITAL SHARE TRANSACTIONS
    
    
Net increase (decrease) in net assets derived from net change in outstanding shares
  (13,280,755)
  (30,318,420)
Transaction Fees (See Note 1)
  7,132 
  29,433 
Net increase (decrease) in net assets from capital share transactions
  (13,273,623)
  (30,288,987)
Total increase (decrease) in net assets
 $(10,166,625)
 $(47,608,731)
 
    
    
NET ASSETS
    
    
Beginning of Year/Period
  83,000,488 
  130,609,219 
End of Year/Period
 $72,833,863 
 $83,000,488 
 
Summary of share transactions is as follows: 
 
 
 
Period Ended
 
 
 
 
 
 
March 31,
2020
(Unaudited)
 
 
Year Ended
September 30,
2019
 
 
 
Shares
 
 
Amount
 
 
Shares
 
 
Amount
 
Shares Sold
  100,000 
 $4,438,270 
  350,000 
 $14,348,180 
Transaction Fees (See Note 1)
  - 
  7,132 
  - 
  29,433 
Shares Redeemed
  (400,000)
  (17,719,025)
  (1,100,000)
  (44,666,600)
Net Transactions in Fund Shares
  (300,000)
 $(13,273,623)
  (750,000)
 $(30,288,987)
Beginning Shares
  2,000,000 
    
  2,750,000 
    
Ending Shares
  1,700,000 
    
  2,000,000 
    

 The accompanying notes are an integral part of these financial statements.
20
 
 
Wedbush ETFMG TM ETF
 
Wedbush ETFMG Global Cloud Technology ETF
FINANCIAL HIGHLIGHTS
For a capital share outstanding throughout the year/period
 
 
 
Period Ended March 31,
2020
(Unaudited)
 
 
Year Ended
September 30,
2019
 
 
Year Ended
September 30,
2018
 
 
Year Ended
September 30,
2017
 
 
Period Ended
September 30,
20161
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net Asset Value, Beginning of Year/Period
 $35.92 
 $39.05 
 $36.14 
 $26.75 
 $25.00 
Income from Investment Operations:
    
    
    
    
    
Net investment income 2
  0.27 
  0.28 
  0.15 
  0.27 
  0.11 
Net realized and unrealized gain (loss) on investments
  (8.45)
  (3.11)
  3.08 
  9.26 
  1.68 
Total from investment operations
  (8.18)
  (2.83)
  3.23 
  9.53 
  1.79 
Less Distributions:
    
    
    
    
    
Distributions from net investment income
  (0.23)
  (0.30)
  (0.13)
  (0.04)
  (0.04)
Net realized gains
  - 
  - 
  (0.19)
  (0.10)
  - 
Total distributions
  (0.23)
  (0.30)
  (0.32)
  (0.14)
  (0.04)
Net asset value, end of year/period
 $27.51 
 $35.92 
 $39.05 
 $36.14 
 $26.75 
Total Return
  -22.87%3
  -7.23%
  9.03%
  36.39%
  7.15%3
 
    
    
    
    
    
Ratios/Supplemental Data:
    
    
    
    
    
Net assets at end of year/period (000's)
 $26,133 
 $37,720 
 $50,771 
 $37,948 
 $6,686 
 
    
    
    
    
    
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%
  0.75%
  0.79%5
  0.75%4
Net Investment Income to Average Net Assets
  1.53%4
  0.83%
  0.42%
  0.87%
  0.68%4
Portfolio Turnover Rate
  4%3
  38%
  42%
  21%
  13%3
 
Commencement of operations on March 8, 2016.
Calculated based on average shares outstanding during the year/period.
Not annualized.
Annualized.
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.
21
 
 
Wedbush ETFMG TM ETF
 
Wedbush ETFMG Video Game Tech ETF
FINANCIAL HIGHLIGHTS
For a capital share outstanding throughout the year/period
 
 
 
Period Ended
March 31, 2020 (Unaudited)
 
 
Year Ended
September 30,
2019
 
 
Year Ended
September 30,
2018
 
 
Year Ended
September 30,
2017
 
 
Period Ended
September 30,
20161
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net Asset Value, Beginning Year/Period
 $41.50 
 $47.49 
  44.37 
 $32.90 
 $25.00 
Income from Investment Operations:
    
    
    
    
    
Net investment income 2
  0.06 
  0.52 
  0.74 
  0.33 
  0.08 
Net realized and unrealized gain (loss) on investments
  1.45 
  (5.87)
  2.98 
  11.71 
  7.82 
Total from investment operations
  1.51 
  (5.35)
  3.72 
  12.04 
  7.90 
Less Distributions:
    
    
    
    
    
Distributions from net investment income
  (0.17)
  (0.65)
  (0.59)
  (0.18)
  - 
Net realized gains
  - 
  - 
  (0.03)
  (0.39)
  - 
Total distributions
  (0.17)
  (0.65)
  (0.62)
  (0.57)
  - 
Capital Share Transactions:
    
    
    
    
    
Transaction fees added to paid-in capital
  - 
  0.01 
  0.02 
  - 
  - 
Net asset at end of year/period
 $42.84 
 $41.50 
  47.49 
 $44.37 
 $32.90 
Total Return
  3.63%3
  -11.26%
  8.38%
  37.67%
  31.62%
 
    
    
    
    
    
Ratios/Supplemental Data:
    
    
    
    
    
Net assets at end of year/period (000's)
 $72,834 
 $83,000 
 $130,609 
 $39,934 
 $6,581 
 
    
    
    
    
    
Expenses to Average Net Assets before legal expense
  0.75%4
  0.75%
  0.75%
  0.75%
  0.74%4
Gross Expenses to Average Net Assets
  0.75%4
  0.75%
  0.75%
  0.82%5
  0.74%4
Net Investment Income to Average Net Assets
  0.26%4
  1.22%
  1.48%
  0.86%
  0.44%4
Portfolio Turnover Rate
  14%3
  38%
  42%
  49%
  10%3
 
Commencement of operations on March 8, 2016.
Calculated based on average shares outstanding during the year/period.
Not annualized.
Annualized.
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.
22
 
Wedbush ETFMG TM ETF
 
NOTES TO FINANCIAL STATEMENTS
March 31, 2020 (Unaudited)
 

NOTE 1 – ORGANIZATION
 
Wedbush ETFMG Global Cloud Technology ETF (“IVES”), formerly known as ETFMG Drone Economy Strategy ETF,  and Wedbush ETFMG Video Game Tech ETF (“GAMR”), formerly known as ETFMG Video Game Tech ETF (each a “Fund”, or collectively the “Funds”) are each a series of ETF Managers Trust (the “Trust”), an open-end management investment company consisting of multiple investment series, organized as a Delaware statutory trust on July 1, 2009. The Trust is registered with the SEC under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company and the offering of the Fund’s 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
IVES
4/7/2020
Seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of the Dan Ives Global Cloud Technology Prime™ Index NTR.*
GAMR
3/8/2016
Seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of the EEFund Video Game Tech™ Index.
 
*As of April 7th the Fund’s Strategy was changed, see Note 12- Subsequent Events for further details.
 
The Funds 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 the Funds have equal rights and privileges.
 
Shares of the Funds are listed and traded on the NASDAQ Stock Market, LLC. Market prices for the Shares may be different from their net asset value (“NAV”). Each Fund issue 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 Funds. Shares of the Funds may only be purchased or redeemed by certain financial institutions (“Authorized Participants”). An Authorized Participant is either (i) a broker-dealer or other participant in the clearing process through the Continuous Net Settlement System of the National Securities Clearing Corporation or (ii) a DTC participant and, in each case, must have executed a Participant Agreement with the Distributor. Most retail investors do not qualify as Authorized Participants nor have the resources to buy and sell whole Creation Units. Therefore, they are unable to purchase or redeem the Shares directly from a Fund. Rather, most retail investors may purchase Shares in the secondary market with the assistance of a broker and may be subject to customary brokerage commissions or fees. 
 
Authorized Participants transacting in Creation Units for cash may pay an additional variable charge to compensate the relevant Fund for certain transaction costs (i.e., brokerage costs) and market impact expenses relating to investing in portfolio securities. Such variable charges, if any, are included in “Transaction Fees” in the Statements of Changes in Net Assets.
 

23
 
 
Wedbush ETFMG TM ETF
 
NOTES TO FINANCIAL STATEMENTS
March 31, 2020 (Unaudited) (Continued)
 

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES
 
 
The following is a summary of significant accounting policies consistently followed by the Funds. These policies are in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
 
The Funds follow the investment company accounting and reporting guidance of the Financial Accounting Standards Board Accounting Standard Codification Topic 946 Financial Services –Investment Companies.
 
The Funds may invest in certain other investment companies (underlying funds). For specific investments in underlying funds, please refer to the complete schedule of portfolio holdings on Form N-CSR(S) for this reporting period, which is filed with the U.S. Securities and Exchange Commission (SEC). For more information about the underlying Fund’s operations and policies, please refer to those Funds’ semiannual and annual reports, which are filed with the SEC.
 
A. 
Security Valuation. Securities listed on a securities exchange, market or automated quotation system for which quotations are readily available (except for securities traded on NASDAQ), including securities traded over the counter, are valued at the last quoted sale price on the primary exchange or market (foreign or domestic) on which they are traded on the valuation date (or at approximately 4:00 pm Eastern Time if a security’s primary exchange is normally open at that time), or, if there is no such reported sale on the valuation date, at the most recent quoted bid price. For securities traded on NASDAQ, the NASDAQ Official Closing Price will be used.
  
 
  
Securities for which quotations are not readily available are valued at their respective fair values as determined in good faith by the Board of Trustees (the “Board”). When a security is “fair valued,” consideration is given to the facts and circumstances relevant to the particular situation, including a review of various factors set forth in the pricing procedures adopted by the 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, 2020, the Funds did not hold any fair valued securities.
 
  
As described above, the Funds utilize various methods to measure the fair value of its investments on a recurring basis. U.S. GAAP establishes a hierarchy that prioritizes inputs to valuation methods. The three levels of inputs are:
  
  
 
Level 1 
Unadjusted quoted prices in active markets for identical assets or liabilities that the 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
 
24
 
Wedbush ETFMG TM ETF
 
NOTES TO FINANCIAL STATEMENTS
March 31, 2020 (Unaudited) (Continued)
 

 
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, 2020:
IVES
 
 
 
 
 
 
 
 
 
 
 
 
Assets^
 
Level 1
 
 
Level 2
 
 
Level 3
 
 
Total
 
Common Stocks
 $25,208,965 
 $783,956 
 $- 
 $25,992,921 
Short Term Investments
  78,018 
  - 
  - 
  78,018 
Investments Purchased with Securities Lending Collateral*
  - 
  - 
  - 
  4,527,443 
Total Investments in Securities
 $25,286,983 
 $783,956 
 $- 
 $30,598,382 
 
    
    
    
    
 
GAMR
 
 
 
 
 
 
 
 
 
 
 
 
Assets^
 
Level 1
 
 
Level 2
 
 
Level 3
 
 
Total
 
Common Stocks
 $72,553,287 
 $- 
 $- 
 $72,553,287 
Short Term Investments
  80,820 
  - 
  - 
  80,820 
Investments Purchased with Securities Lending Collateral*
  - 
  - 
  - 
  10,558,573 
Total Investments in Securities
 $72,634,107 
 $- 
 $- 
 $83,558,573 
 
^
See Schedule of Investments for classifications by country and industry
*
Certain investments that are measured at fair value used the net asset value per share (or its equivalent) practical expediant have not beencategorized 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 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 Funds intend to declare each year as dividends, in each calendar year, at least 98.0% of its net investment income (earned during the calendar year) and 98.2% of its net realized capital gains (earned during the twelve months ended October 31) plus undistributed amounts, if any, from prior years.
 
  
Net capital losses incurred after October 31, within the taxable year are deemed to arise on the first business day of the Fund’s next taxable year.
 
  
The Funds recognize the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities. The Funds have analyzed its tax position and has concluded that no liability for unrecognized tax benefits should
 
 
25
 
Wedbush ETFMG TM ETF
 
NOTES TO FINANCIAL STATEMENTS
March 31, 2020 (Unaudited) (Continued)
 

 
be recorded related to uncertain tax positions expected to be taken in the Fund’s 2019 tax returns. The Fund identifies its major tax jurisdictions as U.S. Federal, the State of New Jersey, and the State of Delaware; however the Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months.
 
As of March 31, 2020, management has reviewed the tax positions for open periods (for federal purposes, three years from the date of filing and for state purposes, four years from the date of filing) as applicable to the Funds, and has determined that no provision for income tax is required in the Funds’ financial statements.
  
 
C. 
Security Transactions and Investment Income. Investment securities transactions are accounted for on the trade date. Gains and losses realized on sales of securities are determined on a specific identification basis. Discounts/premiums on debt securities purchased are accreted/amortized over the life of the respective securities using the effective interest method. Dividend income is recorded on the ex-dividend date. Interest income is recorded on an accrual basis. Income, including gains, from investments in foreign securities received by the Funds may be subject to income, withholding or other taxes imposed by foreign countries.
  
 
D. 
Foreign Currency Translations and Transactions. The Funds may engage in foreign currency transactions. Foreign currency transactions are translated into U.S. dollars on the following basis: (i) market value of investment securities, assets and liabilities at the daily rates of exchange, and (ii) purchases and sales of investment securities, dividend and interest income and certain expenses at the rates of exchange prevailing on the respective dates of such transactions. For financial reporting purposes, the Funds do not isolate changes in the exchange rate of investment securities from the fluctuations arising from changes in the market prices of securities for unrealized gains and losses. However, for federal income tax purposes, the Funds do isolate and treat as ordinary income the effect of changes in foreign exchange rates on realized gains or losses from the sale of investment securities and payables and receivables arising from trade-date and settlement-date differences.
 
E. 
Distributions to Shareholders. Distributions to shareholders from net investment income, if any are generally declared and paid by the Funds on a quarterly basis.  Net realized gains on securities of the Funds normally are declared and paid on an annual basis. Distributions are recorded on the ex-dividend date.
  
 
F. 
Use of Estimates. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.
 
G. 
Share Valuation. The net asset value (“NAV”) per share of the Funds are calculated by dividing the sum of the value of the securities held by the Funds, plus cash and other assets, minus all liabilities (including estimated accrued expenses) by the total number of shares outstanding of the Funds, rounded to the nearest cent. The Funds’ shares will not be priced on the days on which the NYSE is closed for trading. The offering and redemption price per share for the Funds are equal to the Funds’ net asset 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 expects the risk of loss to be remote.
 
 
26
 
Wedbush ETFMG TM ETF
 
NOTES TO FINANCIAL STATEMENTS
March 31, 2020 (Unaudited) (Continued)
 

 
NOTE 3 – RISK FACTORS
 
Investing in Wedbush Global Cloud Technology ETF and the Wedbush Video Game Tech ETF may involve certain risks, as discussed in 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 Fund is not actively managed. Therefore, the Funds follow the securities included in its respective index during upturns as well as downturns. Because of its indexing strategy, the Funds do not take steps to reduce market exposure or to lessen the effects of a declining market. In addition, because of the Funds’ expenses, the Funds’ performance may be below that of its index.
 
Equity Risk. The prices of equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. In addition, equity markets tend to move in cycles which may cause stock prices to fall over short or extended periods of time.
 
Securities Lending Risk. Securities lending involves the risk of loss of rights in, or delay in recovery of, the loaned securities if the borrower fails to return the security loaned or becomes insolvent.
 
Concentration Risk. To the extent that the Funds’ or its underlying index's portfolio is concentrated in the securities of issuers in a particular market, industry, group of industries, sector or asset class, the Funds 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:
 
IVES
0.75%*
GAMR
0.75%
As of April 7, 2020 the unitary fee changed to 0.68%, see Note 12- Subsequent Events for further details
 
 
27
 
Wedbush ETFMG TM ETF
 
NOTES TO FINANCIAL STATEMENTS
March 31, 2020 (Unaudited) (Continued)
 

 
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 Wedbush Securities Inc. (“Wedbush”), (“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 GAMR and reality Shares, LLC serves as the index provider for IVES.
 
U.S. Bancorp Fund Services, LLC doing business as U.S. Bank Global Fund Services (the “Administrator”) provides fund accounting, fund administration, and transfer agency services to the Funds. The Advisor compensates the Administrator for these services under an administration agreement between the two parties.
 
The Advisor pays each independent Trustee a quarterly fee for service to the Funds. Each Trustee is also reimbursed by the Advisor for all reasonable out-of-pocket expenses incurred in connection with his duties as Trustee, including travel and related expenses incurred in attending Board meetings.
 
NOTE 5 – DISTRIBUTION PLAN
 
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, 2020, the Fund did not incur any 12b-1 expenses. 
 
NOTE 6 - PURCHASES AND SALES OF SECURITIES
 
The costs of purchases and sales of securities, excluding short-term securities and in-kind transactions, during the period ended March 31, 2020:
 
 
 
Purchases
 
 
Sales
 
IVES
 $2,824,899 
 $1,358,535 
GAMR
  11,840,753 
  11,327,355 
 
The costs of purchases and sales of in-kind transactions associated with creations and redemptions during the period ended March 31, 2020:
 
 
 
Purchases
 
 
Sales
 
 
 
In-Kind
 
 
In-Kind
 
 
 
 
 
 
 
 
IVES
 $1,654,151 
 $5,525,919 
GAMR
  22,394,626 
  12,075,772 
 
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.
 
 
28
 
Wedbush ETFMG TM ETF
 
NOTES TO FINANCIAL STATEMENTS
March 31, 2020 (Unaudited) (Continued)
 

 
There were no purchases or sales of U.S. Government obligations during the period ended March 31, 2020.
 
NOTE 7 — SECURITIES LENDING
 
The Funds 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 Funds receive 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 Funds continue 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 Funds. The Funds have the right under the terms of the securities lending agreement to recall the securities from the borrower on demand. As of March 31, 2020, the Funds had loaned securities and received cash collateral for the loans. The cash collateral is invested by the Custodian in accordance with approved investment guidelines. Those guidelines require the cash collateral to be invested in readily marketable, high quality, short-term obligations; 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 Funds are indemnified from this risk by contract with the securities lending agent.
 
As of March 31, 2020, the value of the securities on loan and payable for collateral due to broker were as follows:
 
Value of Securities on Loan Collateral Received
Fund
 
Values of Securities on Loan
 
 
Fund Collateral Received*
 
IVES
 $4,266,298 
 $4,516,123 
GAMR
  10,234,674 
  10,535,934 
 
The cash collateral received was invested in the ETFMG Sit Ultra Short ETF and the Mount Vernon Liquid Assets Portfolio, an investment with an overnight and continuous maturity, as shown on the Schedule of Investments.
 
NOTE 8 – FEDERAL INCOME TAXES
 
The components of distributable earnings (losses) and cost basis of investments for federal income tax purposes at September 30, 2019 were as follows:
 
 
 
Cost
 
 
Gross Unrealized
Appreciation
 
 
Gross Unrealized
Depreciation
 
 
Net Unrealized Appreciation
(Depreciation)
 
IVES
 $43,100,694 
 $4,650,275 
 $(4,183,895)
 $466,380 
GAMR
  108,068,315 
  8,434,786 
  (21,914,616)
  (13,479,830)
 
The difference between the tax cost of investments and the cost of investments for GAAP purposes is primarily due to the tax treatment of wash sale losses.
 
 
29
 
Wedbush ETFMG TM ETF
 
NOTES TO FINANCIAL STATEMENTS
March 31, 2020 (Unaudited) (Continued)
 

 
As of September 30, 2019, the components of distributable earnings (loss) on a tax basis were as follows:
 
 
 
Undistributed Ordinary Income
 
 
Undistributed Long-Term Gain
 
 
Total Distributable Earnings
 
 
Other Accumulated Loss
 
 
Total Accumulated Gain (Loss)
 
IVES
 $4,196 
 $- 
 $4,196 
 $(4,296,985)
 $(3,827,809)
GAMR
  293,255 
  - 
  293,255 
  (15,345,219)
  (28,531,794)
 
The difference between the tax cost of investments and the cost of investments for GAAP purposes is primarily due to the tax treatment of wash sale losses.
 
As of September 30, 2019, the Funds had accumulated capital loss carryovers of:
 
 
 
Capital Loss Carryforward
ST
 
 
Capital Loss Carryforward
LT
 
Expires
IVES
 $(662,548)
 $(3,634,436)
Indefinite
GAMR
  (8,192,239)
  (7,151,997)
Indefinite
 
Under current tax law, capital and currency losses realized after October 31 of a Fund’s fiscal year may be deferred and treated as occurring on the first business day of the following fiscal year for tax purposes. The following Funds had deferred post-October capital and currency losses, which will be treated as arising on the first business day of the year ending September 30, 2019.
 
 
 
Late Year
Ordinary Loss
 
 
Post-
October
Capital
Loss
 
IVES
  - 
  - 
GAMR
  - 
  - 
 
U.S. GAAP requires that certain components of net assets relating to permanent differences be reclassified between financial and tax reporting. These reclassifications have no effect on net assets or net asset value per share. For the fiscal year ended September 30, 2019, the following table shows the reclassifications made:
 
 
 
Total
 
 
 
 
 
 
Distributable
 
 
Paid-In
 
 
 
Earnings/(Loss)
 
 
Capital
 
IVES
 $(3,012,440)
 $3,012,440 
GAMR
  (1,718,561)
  1,718,561 
 
The tax character of distributions paid during the year ended September 30, 2019, and the year ended September 30, 2018 were as follows:
 
 
 
Year Ended September 30, 2019
 
 
Year Ended September 30, 2018
 
 
 
From Ordinary Income
 
 
From Capital Gains
 
 
From Ordinary Income
 
 
From Capital Gains
 
 
 
 
 
 
 
 
 
 
 
 
 
 
IVES
 $326,484 
 $- 
 $401,757 
 $2,383 
GAMR
  1,402,817 
  - 
  1,401,544 
  - 
 
 
30
 
Wedbush ETFMG TM ETF
 
NOTES TO FINANCIAL STATEMENTS
March 31, 2020 (Unaudited) (Continued)
 

 
NOTE 9 – INVESTMENTS IN AFFILIATES
 
Wedbush ETFMG Global Cloud Technology ETF
 
ETFMG Sit Ultra Short ETF is deemed to be affiliates of the Fund as defined by the 1940 Act as of the period ended March 31, 2020.  Transactions during the period in these securities were as follows:
 
Security Name
 
Value at September 30, 2019
 
 
Purchases
 
 
Sales
 
 
Realized Gain (Loss)(1)
 
 
Change in Unrealized Appreciation (Depreciation)
 
 
Dividend Income
 
 
Value at March 31, 2020
 
 
Ending Shares
 
ETFMG Sit Ultra Short ETF *
 $- 
 $1,256,428 
  - 
 $- 
 $(54,428)
 $- 
 $1,202,000 
  25,000 
 
Wedbush ETFMG Video Game Tech ETF
 
ETFMG Sit Ultra Short ETF is deemed to be affiliates of the Fund as defined by the 1940 Act as of the period ended March 31, 2020.  Transactions during the period in these securities were as follows:
 
Security Name
 
Value at September 30, 2019
 
 
Purchases
 
 
Sales
 
 
Realized Gain (Loss)
 
 
Change in Unrealized Appreciation (Depreciation)
 
 
Dividend Income
 
 
Value at March 31, 2020
 
 
Ending Shares
 
ETFMG Sit Ultra Short ETF *
 $- 
 $2,504,385 
  - 
 $- 
 $(100,385 
 $- 
 $2,404,000 
  50,000 
*Affiliate as of March 31, 2020.)
 
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.
 
NOTE 11 – LEGAL MATTERS
 
The Trust, a former and current trustee of the Trust, the Adviser and certain officers of the Adviser were defendants in an action filed May 2, 2017 in the Superior Court of New Jersey captioned PureShares, LLC d/b/a PureFunds et al. v. ETF Managers Group, LLC et al. (“Nasdaq”), Docket No. C-63-17. The PureShares action alleged claims based on disputes arising out of contractual relationships with the Adviser relating to certain series of the Trust. The action sought damages in unspecified amounts and injunctive relief based on breach of contract, wrongful termination, and several other claims.
 
 
31
 
Wedbush ETFMG TM ETF
 
NOTES TO FINANCIAL STATEMENTS
March 31, 2020 (Unaudited) (Continued)
 

The Adviser and its parent, Exchange Traded Managers Group, LLC (“ETFMG”), were defendants in a case filed on October 26, 2017 in the United States District Court for the Southern District of New York by NASDAQ, Inc. (“Nasdaq”) captioned Nasdaq, Inc. v. Exchange Traded Managers Group, LLC et al., Case 1:17-cv-08252. This action arose out of the same facts and circumstances, and relates to the same series of the Trust, as the New Jersey litigation and asserted claims for breach of contract, conversion and certain other claims. The matter was the subject of a bench trial in May 2019, and on December 20, 2019, the Court issued an Opinion and Order awarding compensatory damages to Plaintiff in the amount of $78,403,172.36, plus prejudgment interest. The Court also denied Plaintiff’s requests for punitive damages and equitable relief.
 
On May 1, 2020, Nasdaq, PureShares LLC (“PureShares”), and ETFMG announced a global settlement that resolves all claims in both the PureShares action and the Nasdaq action. The settlement is subject to future negotiations and approvals among independent third parties. As part of the settlement, Nasdaq and ETFMG have agreed to certain cash payments from ETFMG to Nasdaq and PureShares, and have executed an asset purchase agreement to transfer certain ETFMG intellectual property and related assets, to a Nasdaq affiliate. The transaction is expected to close in the last half of 2020. The Adviser does not believe that the resolution of these matters will have a material adverse effect on the Funds' financial statements. If the events set forth in the settlement agreement do not occur, and a subsequent settlement is not reached, the resulting conditions may adversely affect the Adviser's future operations.
 
NOTE 12 – SUBSEQUENT EVENTS
 
The Board of Trustees of ETF Managers Trust has approved the following changes to the ETFMG Drone Economy Strategy ETF, effective on April 7, 2020. The Fund’s name will be changed to the Wedbush ETFMG Global Cloud Technology ETF. The Fund’s current underlying index, the Reality Shares Drone Index, will be replaced with the Dan Ives Global Cloud Technology Prime Index. Fund’s investment objective will be changed to the following: “The Wedbush ETFMG Global Cloud Technology ETF seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of the Dan Ives Global Cloud Technology Prime Index”. Also, effective on April 7, 2020 the Fund's expense ratio was reduced to 0.68%.
 
The Semi-Annual report reflects the performance of the ETFMG Drone Economy Strategy ETF as of March 31, 2020, the new name is presented to only reflect the current change in name.
 
 
32
 
Wedbush ETFMG TM ETF
 
APPROVAL OF ADVISORY AGREEMENT AND BOARD CONSIDERATIONS
For the Period Ended March 31, 2020 (Unaudited)
 

Pursuant to Section 15(c) of the Investment Company Act of 1940 (the “1940 Act”), at a meeting held on March 24, 2020, the Board of Trustees (the “Board”) of ETF Managers Trust (the “Trust”) considered the renewal of the Amended and Restated Investment Advisory Agreement (the “Advisory Agreement”) between ETF Managers Group LLC (the “Adviser”) and the Trust, on behalf of each of Wedbush ETFMG Global Cloud Technology ETF (formerly, the ETFMG Drone Economy Strategy ETF) and Wedbush ETFMG Video Game Tech ETF (formerly, the ETFMG Video Game Tech ETF) (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 24, 2020, 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 Independent Trustees conferred amongst themselves and independent legal counsel during a telephonic contract renewal meeting held prior to the March 24, 2020 meeting and also conferred in executive sessions both with and without representatives of management before and during the March 24th meeting. The Independent Trustees requested, received and considered additional information arising out of these executive sessions.
 
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
 
 
33
 
Wedbush ETFMG TM ETF
 
APPROVAL OF ADVISORY AGREEMENT AND BOARD CONSIDERATIONS
For the Period Ended March 31, 2020 (Unaudited) (Continued)
 
 

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”), as well as the Adviser’s response to the market volatility and uncertainty during the recent pandemic.
 
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 each Fund’s performance with the performance of a group of peer funds and with the performance of the Fund’s underlying index for various time periods. 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. 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 process of rebalancing the Funds’ portfolios. The Board noted management’s representations that the Funds’ performance satisfactorily tracked 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, Profits 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 peer ETFs. The Board took into consideration management’s discussion of the fees, including that the Funds have niche investment strategies that are substantially different than the strategies of many of the peer ETFs.
 
The Board 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 charges on any borrowings, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, extraordinary expenses (such as, among other things and subject to Board approval, non-standard Board-related expenses and litigation against the Board, Trustees, Funds, Adviser, and officers of the Adviser), and distribution (12b-1) fees and expenses. The Board also 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 concluded that the advisory fee for each of the Funds is reasonable in light of the factors considered.
 
 
34
 
Wedbush ETFMG TM ETF
 
APPROVAL OF ADVISORY AGREEMENT AND BOARD CONSIDERATIONS
For the Period Ended March 31, 2020 (Unaudited) (Continued)
 
 

The Board also evaluated the compensation and other benefits received by the Adviser from its relationship with the Funds, taking into account the profitability analysis provided by the Adviser. The Board received and reviewed a profitability analysis that detailed the revenues earned and the expenses incurred by the Adviser on a fund by fund basis and considered how profit margins could affect the Adviser’s ability to attract and retain high quality personnel. Based on the information provided to the Trustees, the Trustees concluded that the level of profits realized by the Adviser from providing services to each Fund was not excessive in view of the nature, extent and quality of services provided to each Fund. The Board further considered other benefits derived by the Adviser and its affiliates from the Adviser’s relationship with the Funds, including services provided by certain brokerage firms.
 
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 and effectively acts as a cap on the fees and expenses (except as noted above) that are borne by the Funds. The Board noted that the Adviser still bears most of the ordinary fees and expenses of each Fund and that the Funds would likely experience benefits from the unitary fee at the Funds’ projected asset levels. The Board recognized that there would not likely be any additional economies of scale until the Funds’ assets grow.
 
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.
 
 
35
 
Wedbush ETFMG TM ETF
Expense Example
Six Months Ended March 31, 2020 (Unaudited)
 

As a shareholder of the Funds you incur two types of costs: (1) transaction costs, including brokerage commissions on purchases and sales of Fund shares, and (2) ongoing costs, including management fees and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Funds and to compare these costs with the ongoing costs of investing in other funds. The examples are based on an investment of $1,000 for the period of time as indicated in the table below.
 
Actual Expenses
The first line of the table provides information about actual account values based on actual returns and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then, multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period'' to estimate the expenses you paid on your account during this period.
 
Hypothetical Example for Comparison Purposes
The second line of the table provides information about hypothetical account values based on a hypothetical return and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as brokerage commissions paid on purchases and sales of Fund shares. Therefore, the second line of the table is useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. If these transactional costs were included, your costs would have been higher.
 
Fund Name
 
Beginning Account Value October 1, 2019
 
 
Ending Account Value March 31, 2020
 
 
Expenses Paid During the Period ^
 
 
Annualized Expense Ratio During the Period October 1, 2019 to March 31, 2020
 
Wedbush ETFMG Global Cloud Technology ETF
 
 
 
 
 
 
 
 
 
 
 
 
Actual
 $1,000.00 
 $771.30 
 $2.97 
  0.75%
Hypothetical (5% annual)
  1,000.00 
  1,021.25 
  3.49 
  0.75%
Wedbush ETFMG Video Game Tech ETF
    
    
    
    
Actual
 $1,000.00 
 $1,036.30 
 $3.82 
  0.75%
Hypothetical (5% annual)
  1,000.00 
  1,021.25 
  3.79 
  0.75%
 
^ The dollar amounts shown as expenses paid during the period are equal to the annualized six-month expense ratio multiplied by the average account value during the period, multiplied by 183/366 (to reflect the number of days in the period).
 
 
36
 
Wedbush ETFMG TM ETF
 
Statement Regarding Liquidity Risk Management Program
 

 
ETF Managers Trust (the “Trust”) has adopted a liquidity risk management program (the “Program”). The Trust’s Board of Trustees (the “Board”) has designated ETF Managers Group LLC (the “Program Administrator”) as the administrator of the Program. The Program Administrator has designated a committee (the “Committee”), composed of personnel from multiple departments, including investment operations and compliance, that is responsible for the implementation and ongoing administration of the Program, which includes assessing the liquidity risk of Wedbush ETFMG Global Cloud Technology ETF and Wedbush ETFMG Video Game Tech ETF (each a “Fund” and, collectively, the “Funds”) under both normal and reasonably foreseeable stressed conditions.
 
Under the Program, the Program Administrator assesses, manages and periodically reviews each Fund’s liquidity risk, based on factors specific to the circumstances of the Fund. Liquidity risk is the risk that a Fund could not meet shareholder redemption requests without significant dilution of remaining shareholders’ interests in that Fund. This risk is managed by monitoring the degree of liquidity of each Fund’s investments and limiting the amount of the Fund’s illiquid investments, among other means. The Program Administrator’s process of determining the degree of liquidity of each Fund’s investments is supported by one or more third-party liquidity assessment vendors. 
 
At a meeting of the Board on March 24, 2020, the Adviser provided a written report to the Board addressing the operation, and the adequacy and effectiveness of the implementation, of the Program, including, the operation of any Highly Liquid Investment Minimum, where applicable, and any material changes to the Program, for the initial period from December 1, 2018 through February 29, 2020 (the “Reporting Period”). No significant liquidity events impacting any Fund were noted in the report and it was represented that, as of December 31, 2019, each Fund was primarily highly liquid and, during the Reporting Period, each Fund held less than 15% in illiquid securities. In addition, the Program Administrator provided its assessment that Program implementation was effective and that the Program operated adequately and effectively to enable the Program Administrator to oversee and manage liquidity risk and ensure each Fund is able to meet requests to redeem shares without significant dilution to the remaining investors’ interest in the Fund.
 
There can be no assurance that the Program will achieve its objectives in the future. Please refer to your Fund’s prospectus for more information regarding the Fund’s exposure to liquidity risk and other principal risks to which an investment in the Fund may be subject.
 
 
37
 
Wedbush ETFMG TM ETF
 
SUPPLEMENTARY INFORMATION
March 31, 2020 (Unaudited)
 

 
NOTE 1 – FREQUENCY DISTRIBUTION OF PREMIUMS AND DISCOUNTS
 
Information regarding how often shares of each Fund traded on the Exchange at a price above (i.e., at a premium) or below (i.e., at a discount) the NAV is available on the Fund’s website at www.etfmgfunds.com.
 
NOTE 2 – FEDERAL TAX INFORMATION
 
Qualified Dividend Income/Dividends Received Deduction
 
For the fiscal year ended September 30, 2019, certain dividends paid by the Funds may be subject to a maximum tax rate of 15%, as provided for by the Jobs and Growth Tax Reconciliation Act of 2003. The percentage of dividends declared from ordinary income designated as qualified dividend income was as follows:
 
Fund Name
Qualified Dividend Income
IVES
100.00%
GAMR
98.84%
 
For corporate shareholders, the percent of ordinary income distributions qualifying for the corporate dividends received deduction for the fiscal year ended September 30, 2019 was as follows:
 
Fund Name
Dividends Received Deduction
IVES
82.39%
GAMR
19.58%
 
Short Term Capital Gain
The percentage of taxable ordinary income distributions that are designated as short-term capital gain distributions under Internal Revenue Section 871 (k)(2)(C) for each Fund were as follows:
 
Fund Name
Short-Term Capital Gain
IVES
0.00%
GAMR
0.00%
 
During the year ended September 30, 2019, the Funds did not declare any long-term realized gains distributions.
Pursuant to Section 853 of the Internal Revenue Code the Fund designated the following amounts as foreign taxes paid for the year ended September 30, 2019. Foreign taxes paid for purposes of Section 853 may be less than actual foreign taxes paid for financial statement purposes.
 
 
 
 
 
 
 
 
 
Per Share
 
 
 
 
Fund
 
Gross Foreign Source Income
 
 
Foreign Taxes Passthrough
 
 
Gross Foreign Source Income
 
 
Foreign Taxes Passthrough
 
 
Shares Outstanding at 9/30/19
 
GAMR
 $1,456,586 
 $89,469 
 $0.72829292 
 $0.04473450 
  2,000,000 
 
Foreign taxes paid or withheld should be included to taxable income with an offsetting deduction from gross income or as a credit for taxes paid to foreign governments.
 
Above figures may differ from those cited elsewhere in this report due to difference in the calculation of income and gains under GAAP purposes and Internal Revenue Service purposes.
 
 
38
 
Wedbush ETFMG TM ETF
 
SUPPLEMENTARY INFORMATION
March 31, 2020 (Unaudited) (Continued)
 

 
Shareholders are strongly advised to consult their own tax advisors with respect to their investments in the Funds.
 
NOTE 3 – INFORMATION ABOUT PORTFOLIO HOLDINGS
 
The Funds file their complete schedule of portfolio holdings for their first and third fiscal quarters with the Securities and Exchange Commission ("SEC") on Form N-Q or Part F of Form N-PORT. The Funds' Form N-Q or Part F of Form N-PORT is available on the website of the SEC at www.sec.gov.Each Fund's portfolio holdings are posted on their website at www.etfmgfunds.com daily.”
 
NOTE 4 – INFORMATION ABOUT PROXY VOTING
 
A description of the policies and procedures the Funds use to determine how to vote proxies relating to portfolio securities is provided in the Statement of Additional Information (“SAI”). The SAI is available without charge upon request by calling toll-free at (877) 756-7873, by accessing the SEC’s website at www.sec.gov, or by accessing the Funds’ website at www.etfmgfunds.com.
 
Information regarding how the Funds voted proxies relating to portfolio securities during the period ending June 30 is available by calling toll-free at (877) 756-7873 or by accessing the SEC’s website at www.sec.gov.
 
Carefully consider the Fund’s investment objectives, risk factors, charges, and expenses before investing. This and additional information can be found in the Fund’s prospectus, which may be obtained by calling 1-844-ETF-MGRS (1-844-383-6477) or by visiting www.etfmgfunds.com. Read the prospectus carefully before investing.
 
 
39
Wedbush ETFMG TM ETF
 
Board of Trustees
 
Set forth below are the names, birth years, positions with the Trust, length of term of office, and the principal occupations and other directorships held during at least the last five years of each of the persons currently serving as a Trustee of the Trust, as well as information about each officer. The business address of each Trustee and officer is 30 Maple Street, 2nd Floor, Summit, New Jersey 07901. The SAI includes additional information about Fund directors and is available, without charge, upon request by calling 1-844-ETF-MGRS (1-844-383-6477).
 
Name and Year of Birth
Position(s) Held with the Trust, Term of Office and Length of Time Served
Principal Occupation(s) During Past 5 Years
Number of Portfolios in Fund Complex Overseen By Trustee
Other Directorships Held by Trustee During Past 5 Years
Interested Trustee and Officers
Samuel Masucci, III (1962)
Trustee, Chairman of the Board and President (since 2012); Secretary (since 2014)
Chief Executive Officer, Exchange Traded Managers Group LLC (since 2013); Chief Executive Officer, ETF Managers Group LLC (since 2016); Chief Executive Officer, ETF Managers Capital LLC (commodity pool operator) (since 2014); Chief Executive Officer (2012-2016) and Chief Compliance Officer (2012-2014), Factor Advisors, LLC (investment adviser); President and Chief Executive Officer, Factor Capital Management LLC (2012-2014) (commodity pool operator);
11
None
John A. Flanagan, (1946)
Treasurer (since 2015)
President, John A. Flanagan CPA, LLC (accounting services) (since 2010); Treasurer, ETF Managers Trust (since 2015); Principal Financial Officer, ETF Managers Capital, LLC (commodity pool operator) (since 2015)
n/a
n/a
Reshma A. Tanczos (1978)
Chief Compliance Officer (since 2016)
Chief Compliance Officer, ETF Managers Group LLC (since 2016); Chief Compliance Officer, ETF Managers Capital LLC (since 2016); Partner, Crow & Cushing (law firm) (2007-2016).
n/a
n/a
* Mr. Masucci is an interested Trustee by virtue of his role as the Chief Executive Officer of the Adviser.
 
 
40
Wedbush ETFMG TM ETF
 
Board of Trustees (Continued)
 
Name and Year of Birth
Position(s) Held with the Trust, Term of Office and Length of Time Served
Principal Occupation(s) During Past 5 Years
Number of Portfolios in Fund Complex Overseen By Trustee
Other Directorships Held by Trustee During Past 5 Years
Independent Trustees
Terry Loebs (1963)
 Trustee (since 2014)
Founder and Managing Member, Pulsenomics LLC (index product development and consulting firm) (since 2011); Managing Director, MacroMarkets, LLC (exchange-traded products firm) (2006-2011). 
11
None
Jared A. Chase (1955)
Trustee (since 2018)
Chief Operating and Financial Officer, Root Capital (a 501(c)(3) non-profit lender); Chairman, State Street Global Alliance LLC, State Street Corporation (2007-2012); Head of Global Treasury, Liability Management, Money Markets & Derivatives, State Street Corporation (2004-2007)
11
None
 
 
 
 
 
 
 
Advisor
ETF Managers Group, LLC
30 Maple Street, Suite 2, Summit, NJ 07901
 
Distributor
ETFMG Financial, Inc.
30 Maple Street, Suite 2, Summit, NJ 07901
 
Custodian
U.S. Bank National Association
Custody Operations
1555 North River Center Drive, Suite 302, Milwaukee, Wisconsin 53212
 
Transfer Agent
Foreside Financial Group, LLC
111 E Kilbourn Ave, Suite 1250, 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
 
 
 
 
 
 
 
 
AI Powered Equity ETF
 
TABLE OF CONTENTS
March 31, 2020 (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
13
 
 
Statement of Operations
14
 
 
Statements of Changes in Net Assets
15
 
 
Financial Highlights
16
 
 
Notes to the Financial Statements
17
 
 
Approval of Advisory Agreement and Board Considerations
27
 
 
Expense Example
30
 
 
Statement Regarding Liquidity Risk Management Program
31
 
 
Information About Portfolio Holdings
32
 
 
Information About Proxy Voting
32
 
 
Trustees and Officers Table
33
 
 
 
 
AI Powered Equity ETF
 
Dear Shareholder,
 
On behalf of the entire team, we want to express our appreciation for the confidence you have placed in the AI Powered Equity Exchange-Traded Fund (“AIEQ” or the “Fund”). The following information pertains to the fiscal period from October 1, 2019 to March 31, 2020.
 
The AI Powered Equity ETF is actively managed and seeks capital appreciation. Over the fiscal period, the total return for the Fund was -14.07%, while the total return for its benchmark, the S&P 500 Index, was -12.31%.
 
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.
 
In late February, as COVID-19, the disease caused by the coronavirus, spread into regions beyond China, global stock markets began to experience significant declines and turbulence. As we write this letter in late April, the course of the coronavirus outbreak remains uncertain, and markets are likely to remain volatile in response to any news or government action concerning the virus. While markets continue working to assess the economic impact of the virus and the public health measures taken in response, it is still unclear what the costs will be and how long the effects will last, but history has shown that markets recover from downturns. For investors, we believe the most important course of action is to remain focused on your long-term goals, and to consult with your financial advisor.
 
You can find further details about AIEQ by visiting www.etfmgfunds.com, or by calling 1-844-ETF-MGRS (1-844-383-6477).
 
Sincerely,
 
 
Samuel Masucci III
Chairman of the Board
 
1
 
 
 
Average Annual Returns
 
1 Year
Since Inception
Value of $10,000
Period Ended March 31, 2020
Return
(10/17/17)
(3/31/2020)
AI Powered Equity ETF (NAV)
 
-12.97%
-0.21%
 $  9,949
AI Powered Equity ETF (Market)
 
-12.89%
-0.46%
 $  9,887
S&P 500 Index
 
-6.98%
2.42%
 $  10,603
 
Performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Current performance of the Fund may be lower or higher than the performance quoted. All performance is historical and includes reinvestment of dividends and capital gains. Performance data current to the most recent month end may be obtained by calling 1-844-ETF-MGRS (1-844-383-6477)
 
The chart illustrates the performance of a hypothetical $10,000 investment made on October 17, 2017, and is not intended to imply any future performance. The returns shown do not reflect the deduction of taxes that a shareholder would pay on fund distributions from the sales of Fund shares. The chart assumes reinvestment of capital gains and dividends. The chart assumes reinvestment of capital gains and dividends, if any. The index returns do not reflect fees or expenses and are not available for direct investment.
 
 
2
 
 
AI Powered Equity ETF
 
Top Ten Holdings as of March 31, 2020* (Unaudited)
 
Security
 
 
% of Total
Investments
1
Amazon.com, Inc.
 
3.47%
2
Alphabet, Inc. – Class A
 
2.76%
3
Teledoc Health, Inc.
 
2.29%
4
Costco Wholesale Corp.
 
2.20%
5
Microsoft Corp.
 
2.07%
6
Intuit, Inc.
 
1.92%
7
Moderna, Inc.
 
1.88%
8
Facebook, Inc.
 
1.69%
9
Thermo Fisher Scientific, Inc.
 
1.64%
10
NVIDIA Corp.
 
1.58%
 
 
 
 
 
 
Top Ten Holdings = 21.50% of Total Investments
 
 
 
* Current Fund holdings may not be indicative of future Fund holdings.
 
 
 
 
3
 
 
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.
 
Past performance is not indicative of future return. A fund’s performance for very short time periods may not be indicative of future performance.
 
AIEQ
 
The AI Powered Equity ETF (the “Fund”) seeks long-term capital appreciation within risk constraints commensurate with broad market US equity indices.
 
Investing involves risk, including the possible loss of principal. Shares of any ETF are bought and sold at market price (not NAV), may trade at a discount 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.
 
The Fund is actively-managed and may not meet its investment objective based on the success or failure of the Equbot Model to identify investment opportunities.
 
Fund holdings are subject to change.
 
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.
 
Natural or environmental disasters, such as earthquakes, fires, floods, hurricanes, tsunamis and other severe weather-related phenomena generally, and widespread disease, including pandemics and epidemics, have been and may be highly disruptive to economies and markets, adversely impacting individual companies, sectors, industries, markets, currencies, interest and inflation rates, credit ratings, investor sentiment, and other factors affecting the value of the Fund’s investments. Given the increasing interdependence among global economies and markets, conditions in one country, market, or region are increasingly likely to adversely affect markets, issuers, and/or foreign exchange rates in other countries, including the U.S. Any such events could have a significant adverse impact on the value of the Fund’s investments.
 
Additionally, natural or environmental disasters, widespread disease or other public health issues, war, acts of terrorism or other events could result in increased premiums or discounts to the Fund’s NAV.
 
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.
 
The Fund is distributed by ETFMG Financial LLC, which is not affiliated with Equbot. ETF Managers Group LLC and ETFMG Financial LLC are wholly owned subsidiaries of Exchange Traded Managers Group LLC (collectively, “ETFMG”).
 
 
4
 
 
AI Powered Equity ETF
 
PORTFOLIO ALLOCATIONS
As of March 31, 2020 (Unaudited)
 
 
 
AI Powered
Equity ETF
 
As a percent of Net Assets:
 
 
 
Canada
  0.6%
United States
  89.5 
Closed-End Funds
  0.5 
Rights
  - 
Short-Term and other Net Assets (Liabilities)
  9.4 
 
  100%
 
 
5
 
AI Powered Equity ETF
 
Schedule of Investments
March 31, 2020 (Unaudited)
 

 
 
 
Shares
 
 
Value
 
COMMON STOCKS - 90.1%
 
 
 
 
 
 
Canada - 0.6%
 
 
 
 
 
 
Commercial Services & Supplies - 0.6%
 
 
 
 
 
 
Waste Connections, Inc.
  6,025 
 $466,938 
 
    
    
United States - 89.5%
    
    
Aerospace & Defense - 1.6%
    
    
Lockheed Martin Corp.
  1,512 
  512,492 
Northrop Grumman Corp.
  1,271 
  384,541 
Raytheon Co.
  2,813 
  368,925 
Total Aerospace & Defense
    
  1,265,958 
Banks - 0.9%
    
    
CIT Group, Inc.
  5,670 
  97,864 
Citizens Financial Group, Inc.
  6,268 
  117,901 
Hancock Whitney Corp.
  11,157 
  217,785 
KeyCorp
  19,128 
  198,357 
SVB Financial Group (a)
  1,040 
  157,123 
Total Banks
    
  789,030 
Beverages - 1.0%
    
    
Brown-Forman Corp. - Class B (b)
  8,693 
  482,548 
Constellation Brands, Inc. - Class A
  2,208 
  316,539 
Total Beverages
    
  799,087 
Biotechnology - 5.2%
    
    
AbbVie, Inc. (b)
  7,216 
  549,787 
ACADIA Pharmaceuticals, Inc. (a)
  9,384 
  396,474 
Exelixis, Inc. (a)
  27,257 
  469,366 
Gilead Sciences, Inc. (b)
  14,127 
  1,056,135 
Moderna, Inc. (a)(b)
  53,243 
  1,594,627 
Total Biotechnology
    
  4,066,389 
Capital Markets - 0.6%
    
    
Cboe Global Markets, Inc.
  1,773 
  158,240 
Moody's Corp.
  834 
  176,392 
State Street Corp.
  2,057 
  109,576 
Total Capital Markets
    
  444,208 
Chemicals - 0.8%
    
    
Albemarle Corp. (b)
  3,749 
  211,331 
Ecolab, Inc.
  2,579 
  401,885 
Total Chemicals
    
  613,216 
Commercial Services & Supplies - 2.6%
    
    
Rollins, Inc.
  24,031 
  868,480 
Waste Management, Inc.
  11,741 
  1,086,746 
Total Commercial Services & Supplies
    
  1,955,226 
Communications Equipment - 0.2%
    
    
Arista Networks, Inc. (a)
  883 
  178,852 
Construction Materials - 0.2%
    
    
Martin Marietta Materials, Inc.
  938 
  177,498 
Consumer Finance - 0.2%
    
    
Discover Financial Services
  4,128 
  147,246 
 
 The accompanying notes are an integral part of these financial statements.
6
 
AI Powered Equity ETF
 
Schedule of Investments
March 31, 2020 (Unaudited) (Continued)
 

 

 
 
Shares
 
 
Value
 
Containers & Packaging - 0.7%
 
 
 
 
 
 
Westrock Co.
  18,665 
 $527,473 
Electric Utilities - 1.1%
    
    
Alliant Energy Corp.
  3,437 
  165,973 
Duke Energy Corp. (b)
  3,162 
  255,742 
Eversource Energy
  2,842 
  222,273 
Exelon Corporation
  5,965 
  219,572 
Total Electric Utilities
    
  863,560 
Electronic Equipment, Instruments & Components - 0.8%
    
    
Amphenol Corp. - Class A
  4,462 
  325,190 
Dolby Laboratories, Inc. - Class A
  1,022 
  55,403 
Zebra Technologies Corp. - Class A (a)
  1,427 
  261,997 
Total Electronic Equipment, Instruments & Components
    
  642,590 
Entertainment - 2.8%
    
    
Activision Blizzard, Inc.
  7,452 
  443,245 
Netflix, Inc. (a)
  1,904 
  714,953 
Roku, Inc. (a)(b)
  5,661 
  495,224 
Take-Two Interactive Software, Inc. (a)
  4,330 
  513,581 
Total Entertainment
    
  2,167,003 
Food & Staples Retailing - 4.0%
    
    
Costco Wholesale Corp.
  6,533 
  1,862,754 
Sysco Corp.
  15,940 
  727,342 
Walmart, Inc.
  4,124 
  468,569 
Total Food & Staples Retailing
    
  3,058,665 
Food Products - 1.0%
    
    
Campbell Soup Co.
  7,574 
  349,616 
Lamb Weston Holdings, Inc.
  6,773 
  386,738 
Total Food Products
    
  736,354 
Gas Utilities - 0.9%
    
    
Atmos Energy Corp. (b)
  4,352 
  431,849 
Spire, Inc.
  3,506 
  261,127 
Total Gas Utilities
    
  692,976 
Health Care Equipment & Supplies - 5.0%
    
    
Abbott Laboratories
  5,886 
  464,464 
Baxter International, Inc.
  2,997 
  243,326 
DexCom, Inc. (a)
  3,604 
  970,450 
Globus Medical, Inc. - Class A (a)
  12,714 
  540,726 
Haemonetics Corp. (a)
  6,732 
  670,911 
Hill-Rom Holdings, Inc.
  4,137 
  416,182 
Stryker Corp.
  3,269 
  544,256 
Total Health Care Equipment & Supplies
    
  3,850,315 
Health Care Providers & Services - 4.9%
    
    
AmerisourceBergen Corp.
  6,035 
  534,098 
Anthem, Inc.
  2,973 
  674,990 
Centene Corp. (a)
  9,915 
  589,050 
HCA Healthcare, Inc.
  9,384 
  843,152 
UnitedHealth Group, Inc.
  4,488 
  1,119,217 
Total Health Care Providers & Services
    
  3,760,507 
 
 The accompanying notes are an integral part of these financial statements.
7
 
AI Powered Equity ETF
 
Schedule of Investments
March 31, 2020 (Unaudited) (Continued)
 

 
 
 
Shares
 
 
Value
 
Health Care Technology - 3.3%
 
 
 
 
 
 
Teladoc Health, Inc. (a)(b)
  12,498 
 $1,937,315 
Veeva Systems, Inc. (a)(b)
  4,170 
  652,063 
Total Health Care Technology
    
  2,589,378 
Hotels, Restaurants & Leisure - 1.2%
    
    
Domino's Pizza, Inc. (b)
  2,667 
  864,294 
Marriott International Inc. - Class A (b)
  792 
  59,250 
Total Hotels, Restaurants & Leisure
    
  923,544 
Household Durables - 0.4%
    
    
DR Horton, Inc.
  1,807 
  61,438 
NVR, Inc. (a)
  108 
  277,464 
Total Household Durables
    
  338,902 
Household Products - 4.0%
    
    
Church & Dwight Co., Inc.
  13,529 
  868,292 
Clorox Co.
  2,919 
  505,717 
Energizer Holdings, Inc. (b)
  14,513 
  439,018 
Kimberly-Clark Corp.
  4,524 
  578,484 
Procter & Gamble Co.
  7,153 
  786,830 
Total Household Products
    
  3,178,341 
Industrial Conglomerates - 0.6%
    
    
General Electric Co.
  54,506 
  432,778 
Insurance - 0.3%
    
    
Prudential Financial, Inc.
  3,756 
  195,838 
Interactive Media & Services - 5.5%
    
    
Alphabet, Inc. - Class A (a)
  2,015 
  2,341,329 
Facebook, Inc. - Class A (a)(b)
  8,567 
  1,428,976 
IAC/InterActiveCorp. (a)
  2,573 
  461,159 
Total Interactive Media & Services
    
  4,231,464 
Internet & Direct Marketing Retail - 4.6%
    
    
Amazon.com, Inc. (a)
  1,509 
  2,942,127 
Etsy, Inc. (a)
  15,265 
  586,787 
Total Internet & Direct Marketing Retail
    
  3,528,914 
IT Services - 2.4%
    
    
Cognizant Technology Solutions Corp. - Class A
  2,562 
  119,056 
FleetCor Technologies, Inc. (a)(b)
  825 
  153,896 
Leidos Holdings, Inc.
  6,312 
  578,495 
MasterCard, Inc. - Class A
  2,408 
  581,676 
Visa, Inc. - Class A (b)
  2,453 
  395,227 
Total IT Services
    
  1,828,350 
Life Sciences Tools & Services - 3.2%
    
    
IQVIA Holdings, Inc. (a)
  4,259 
  459,376 
Syneos Health, Inc. (a)
  16,155 
  636,830 
Thermo Fisher Scientific, Inc.
  4,884 
  1,385,102 
Total Life Sciences Tools & Services
    
  2,481,308 
Machinery - 0.1%
    
    
Fortive Corp.
  1,425 
  78,646 
Media - 0.6%
    
    
Liberty Broadband Corp. - Class C (a)
  1,793 
  198,521 
New York Times Co. - Class A (b)
  9,702 
  297,948 
Total Media
    
  496,469 
 
 The accompanying notes are an integral part of these financial statements.
8
 
AI Powered Equity ETF
 
Schedule of Investments
March 31, 2020 (Unaudited) (Continued)
 

 
 
 
Shares
 
 
Value
 
Metals & Mining - 0.6%
 
 
 
 
 
 
Royal Gold, Inc.
  5,641 
 $494,772 
Multiline Retail - 0.7%
    
    
Target Corp.
  5,632 
  523,607 
Multi-Utilities - 0.5%
    
    
DTE Energy Co.
  3,111 
  295,452 
Sempra Energy
  997 
  112,651 
Total Multi-Utilities
    
  408,103 
Oil, Gas & Consumable Fuels - 0.3%
    
    
Cimarex Energy Co.
  3,702 
  62,305 
Devon Energy Corp.
  9,126 
  63,061 
ONEOK, Inc.
  3,315 
  72,299 
Total Oil, Gas & Consumable Fuels
    
  197,665 
Personal Products - 0.9%
    
    
Estee Lauder Cos., Inc. - Class A
  4,264 
  679,426 
Pharmaceuticals - 3.8%
    
    
Bristol-Myers Squibb Co.
  12,523 
  698,032 
Catalent, Inc. (a)
  11,286 
  586,308 
Johnson & Johnson
  7,363 
  965,510 
Pfizer, Inc.
  21,076 
  687,921 
Total Pharmaceuticals
    
  2,937,771 
Professional Services - 0.5%
    
    
Verisk Analytics, Inc.
  2,705 
  377,023 
Real Estate Investment Trusts (REITs) - 0.8%
    
    
Invitation Homes, Inc.
  7,992 
  170,789 
Medical Properties Trust, Inc.
  24,096 
  416,620 
Total Equity Real Estate Investment Trusts (REITs)
    
  587,409 
Real Estate Management & Development - 0.5%
    
    
Redfin Corp. (a)
  22,835 
  352,116 
Road & Rail - 0.3%
    
    
Union Pacific Corp.
  1,722 
  242,871 
Semiconductors & Semiconductor Equipment - 4.6%
    
    
Advanced Micro Devices, Inc. (a)
  9,665 
  439,564 
Broadcom, Inc.
  1,549 
  367,268 
KLA Corp.
  1,337 
  192,180 
Microchip Technology, Inc. (b)
  8,949 
  606,742 
NVIDIA Corp.
  5,067 
  1,335,662 
Qualcomm, Inc.
  6,509 
  440,334 
Skyworks Solutions, Inc.
  2,137 
  191,005 
Total Semiconductors & Semiconductor Equipment
    
  3,572,755 
 
 The accompanying notes are an integral part of these financial statements.
9
 
AI Powered Equity ETF
 
Schedule of Investments
March 31, 2020 (Unaudited) (Continued)
 

 
 
 
Shares
 
 
Value
 
Software - 11.4%
 
 
 
 
 
 
Autodesk, Inc. (a)
  1,907 
 $297,683 
Box, Inc. - Class A (a)
  38,691 
  543,222 
Citrix Systems, Inc.
  7,251 
  1,026,379 
Cloudera, Inc. (a)
  38,184 
  300,508 
Coupa Software, Inc. (a)(b)
  4,354 
  608,384 
Everbridge, Inc. (a)(b)
  5,844 
  621,568 
Intuit, Inc.
  7,059 
  1,623,570 
Microsoft Corp.
  11,102 
  1,750,897 
New Relic, Inc. (a)(b)
  5,024 
  232,310 
Paylocity Holding Corp. (a)
  2,482 
  219,210 
Q2 Holdings, Inc. (a)
  1,054 
  62,249 
salesforce.com, Inc. (a)
  4,610 
  663,748 
SS&C Technologies Holdings, Inc. (b)
  12,753 
  558,836 
Synopsys, Inc. (a)
  869 
  111,919 
Zendesk, Inc. (a)(b)
  2,316 
  148,247 
Total Software
    
  8,768,730 
Technology Hardware, Storage & Peripherals - 2.0%
    
    
Apple, Inc. (b)
  2,284 
  580,799 
NetApp, Inc.
  11,728 
  488,940 
Pure Storage, Inc. - Class A (a)
  21,697 
  266,873 
Western Digital Corporation
  5,449 
  226,787 
Total Technology Hardware, Storage & Peripherals
    
  1,563,399 
Textiles, Apparel & Luxury Goods - 0.2%
    
    
Ralph Lauren Corp.
  2,640 
  176,431 
Trading Companies & Distributors - 0.2%
    
    
Fastenal Co. (b)
  6,071 
  189,719 
Water Utilities - 1.5%
    
    
Essential Utilities, Inc. (b)
  28,236 
  1,149,205 
Total United States
    
  69,261,087 
TOTAL COMMON STOCKS (Cost $76,094,028)
    
  69,728,025 
 
    
    
CLOSED-END FUNDS - 0.5%
    
    
United States - 0.5%
    
    
Ares Capital Corp.
  33,872 
  365,140 
TOTAL CLOSED-END FUNDS (Cost $504,592)
    
    
 
    
    
RIGHTS - 0%
    
    
United States - 0.0%
    
    
NewStar Financial, Inc. (c)
  115,783 
  0 
TOTAL RIGHTS (Cost $0)
    
  0 
 
 The accompanying notes are an integral part of these financial statements.
10
 
AI Powered Equity ETF
 
Schedule of Investments
March 31, 2020 (Unaudited) (Continued)
 

 
 
 
Shares
 
 
Value
 
INVESTMENTS PURCHASED WITH SECURITIES LENDING COLLATERAL - 14.3%
 
 
 
 
 
 
Mount Vernon Liquid Assets Portfolio, LLC, 0.91% (d)
  11,094,622 
 $11,094,622 
TOTAL INVESTMENTS PURCHASED WITH SECURITIES LENDING COLLATERAL (Cost $11,094,622)
    
    
 
    
    
SHORT-TERM INVESTMENTS - 4.5%
    
    
 Money Market Funds - 4.5%
    
    
Invesco Advisers, Inc. STIT-Treasury Portfolio - Institutional Class, 0.30% (d)
  3,491,331 
  3,491,331 
TOTAL MONEY MARKET FUNDS (Cost $3,491,331)
    
    
 
    
    
Total Investments (Cost $91,184,573) - 109.4%
    
  84,679,118 
Liabilities in Excess of Other Assets - (9.4)%
    
  (7,282,502)
TOTAL NET ASSETS - 100.0%
    
 $77,396,616 
 
Percentages are stated as a percent of net assets.
 
(a) 
All or a portion of this security was out on loan at March 31, 2020.
(b) 
Non-income producing security.
(c) 
Value determined based on estimated fair value. Classified as Level 3 in the fair value hierarchy.
(d) 
The rate quote is the annualized seven-day yield at March 31, 2020.
 
The Global Industry Classification Standard (GICS®) was developed by and/or is the exclusive property of MSCI, Inc. and Standard & Poor's Financial Services LLC ("S&P"). GICS® is a service mark of MSCI and S&P and has been licensed for use by U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services ("Fund Services").
 
 
 
 The accompanying notes are an integral part of these financial statements.
11
 
 
AI Powered Equity ETF
 
STATEMENT OF ASSETS AND LIABILITIES
As of March 31, 2020 (Unaudited)
 

 
 
 
 
AI Powered Equity ETF
 
ASSETS
 
 
 
Investments in securities, at value*
 $84,679,118 
Cash
  5,215,061 
Receivables:
    
Dividends and interest receivable
  38,765 
Securities lending income receivable
  5,335 
Receivable for investments sold
  1,361,157 
Total Assets
  91,299,436 
 
    
LIABILITIES
    
Collateral received for securities loaned (Note 7)
  11,094,622 
Payables:
    
Payable for investments purchased
  2,754,619 
Management fees payable
  53,579 
Total Liabilities
  13,902,820 
Net Assets
 $77,396,616 
 
    
NET ASSETS CONSIST OF:
    
Paid-in Capital
 $97,494,559 
Total Distibutable Earnings
  (20,097,943)
Net Assets
 $77,396,616 
 
    
*Identified Cost:
    
Investments in securities
 $91,184,573 
 
    
Shares Outstanding^
  3,450,000 
Net Asset Value, Offering and Redemption Price per Share
 $22.43 
 
^      
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
For the Period Ended March 31, 2020 (Unaudited)
 

 
 
 
AI Powered Equity ETF
 
INVESTMENT INCOME
 
 
 
Income:
 
 
 
Dividend Income (net of foreign withholdings tax of $739)
 $678,148 
Interest
  21,824 
Securities lending income
  15,829 
Total Investment Income
  715,801 
Expenses:
    
Management fees
  409,841 
Total Expenses
  409,841 
Net Investment Income
  305,960 
REALIZED & UNREALIZED GAIN (LOSS) ON INVESTMENTS
    
Net Realized Gain (Loss) on:
    
Investments
  (4,439,729)
In-Kind redemptions
  1,310,489 
Closed-End Funds
  (76,511)
Net Realized Gain (Loss) on Investments and Foreign Currency
  (3,205,751)
Net Change in Unrealized Appreciation (Depreciation) of:
    
Investments
  (9,516,222)
Net Realized and Unrealized Gain (Loss) on Investments
  (12,721,973)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS
 $(12,416,013)
 
 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,
2020
(Unaudited)
 
 
Year Ended
September 30, 2019
 
 
 
 
 
 
 
 
OPERATIONS
 
 
 
 
 
 
Net investment income
 $305,960 
 $905,874 
Net realized gain (loss) on investments
  (3,205,751)
  (10,405,925)
Net change in unrealized appreciation (depreciation) of investments
  (9,516,222)
  (3,012,955)
Net increase (decrease) in net assets resulting from operations
  (12,416,013)
  (12,513,006)
DISTRIBUTIONS TO SHAREHOLDERS
    
    
Total distributions from distributable earnings
  (254,750)
  (12,575,043)
 
    
    
CAPITAL SHARE TRANSACTIONS
    
    
Net increase (decrease) in net assets derived from net change in outstanding shares
  (24,505,875)
  (66,811,078)
Net increase (decrease) in net assets
  (37,176,638)
  (91,899,127)
NET ASSETS
    
    
Beginning of Year/Period
  114,573,254 
  206,472,381 
End of Year/Period
 $77,396,616 
 $114,573,254 
 
Summary of share transactions is as follows: 
 
 
 
Period Ended March 31, 2020 (Unaudited)
 
 
Year Ended September 30, 2019
 
 
 
Shares
 
 
Amount
 
 
Shares
 
 
Amount
 
Shares Sold
  100,000 
 $2,931,290 
  175,000 
 $4,859,175 
Shares Redeemed
  (1,025,000)
  (27,437,165)
  (2,800,000)
  (71,670,253)
 
  (925,000)
 $(24,505,875)
  (2,625,000)
 $(66,811,078)
Beginning Shares
  4,375,000 
    
  7,000,000 
    
Ending Shares
  3,450,000 
    
  4,375,000 
    
 
 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 year/period
 

 
 
 
Period Ended
March 31, 2020 (Unaudited)
 
 

Year Ended September 30,
2019
 
 

Period Ended September 30,
20181
 
 
 
 
 
 
 
 
 
 
 
Net Asset Value, Beginning of Year/Period
 $26.19 
 $29.50 
 $25.00 
Income from Investment Operations:
    
    
    
Net investment income 2
  0.08 
  0.16 
  0.14 
Net realized and unrealized gain (loss) on investments
  (3.77)
  (1.41)
  4.49 
Total from investment operations
  (3.69)
  (1.25)
  4.63 
Less Distributions:
    
    
    
Distributions from net investment income
  (0.07)
  (0.17)
  (0.12)
Net realized gains
  - 
  (1.89)
  (0.01)
Total distributions
  (0.07)
  (2.06)
  (0.13)
Net asset value, end of Year/Period
  22.43 
  26.19 
  29.50 
Total Return
  -14.07%3
  -2.32%
  18.53%3
 
    
    
    
Ratios/Supplemental Data:
    
    
    
Net assets at end of Year/Period (000's)
 $77,397 
 $114,573 
 $206,472 
Expenses to Average Net Assets
  0.75%4
  0.75%
  0.75%4
Net Investment Income to Average Net Assets
  0.56%4
  0.64%
  0.52%4
Portfolio Turnover Rate
  105%3
  129%
  260%3
 
1        
Commencement of operations on October 18, 2017.
2        
Calculated based on average shares outstanding during the year/period.
3        
Not annualized.
4        
Annualized.
 
 The accompanying notes are an integral part of these financial statements.
15
 
AI Powered Equity ETF
 
NOTES TO FINANCIAL STATEMENTS
March 31, 2020 (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 17, 2017. 
 
The Fund currently offers one class of shares, which has no front end sales load, no deferred sales charges, and no redemption fees. The Fund may issue an unlimited number of shares of beneficial interest, with no par value. All shares of the Fund have equal rights and privileges.
 
Shares of the Fund are listed and traded on the NYSE Arca, Inc. Market prices for the Shares may be different from their net asset value (“NAV”). The Fund issues and redeems Shares on a continuous basis at NAV only in blocks of 25,000 shares, called “Creation Units.” Creation Units are issued and redeemed principally in-kind for securities included in a specified Index. Once created, Shares generally trade in the secondary market at market prices that change throughout the day in quantities less than a Creation Unit. Except when aggregated in Creation Units, Shares are not redeemable securities of the Fund. Shares of the Fund may only be purchased or redeemed by certain financial institutions (“Authorized”). An Authorized Participant is either (i) a broker-dealer or other participant in the clearing process through the Continuous Net Settlement System of the National Securities Clearing Corporation or (ii) a DTC participant and, in each case, must have executed a Participant Agreement with the Distributor. Most retail investors do not qualify as Authorized Participants nor have the resources to buy and sell whole Creation Units. Therefore, they are unable to purchase or redeem the Shares directly from the Fund. Rather, most retail investors may purchase Shares in the secondary market with the assistance of a broker and are subject to customary brokerage commissions or fees.
 
Authorized Participants transacting in Creation Units for cash may pay an additional variable charge to compensate the relevant Fund for certain transaction costs (i.e., brokerage costs) and market impact expenses relating to investing in portfolio securities. Such variable charges, if any, are included in “Transaction Fees” in the Statements of Changes in Net Assets.
 
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES
 
The following is a summary of significant accounting policies consistently followed by the Fund. These policies are in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
 
The Fund follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board Accounting Standard Codification Topic 946 Financial Services – Investment Companies.
 
The Fund may invest in certain other investment companies (underlying funds). For specific investments in underlying funds, please refer to the complete schedule of portfolio holdings on Form N-CSR for this reporting period, which is filed with the U.S. Securities and Exchange Commission (SEC). For more information about the underlying Fund’s operations and policies, please refer to those Fund’s semiannual and annual reports, which are filed with the SEC.
 

16
 
AI Powered Equity ETF
 
NOTES TO FINANCIAL STATEMENTS
March 31, 2020 (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, 2020, the Fund held one fair valued security. More detail about this security can be found in the Schedule of Investments.
 
  
As described above, the Fund utilizes various methods to measure the fair value of its investments on a recurring basis. U.S. GAAP establishes a hierarchy that prioritizes inputs to valuation methods. The three levels of inputs are:
  
  
 
Level 1 
Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access.
  
  
 
Level 2 
Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data. 
 
Level 3 
Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available; representing the Fund’s own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.
 
  
The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3. 
  
The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety, is determined based on the lowest level input that is significant to the fair value measurement in its entirety.
 

17
 
AI Powered Equity ETF
 
NOTES TO FINANCIAL STATEMENTS
March 31, 2020 (Unaudited) (Continued)
 

 
The following table presents a summary of the inputs used to value the Funds' net assets as of March 31, 2020:
 
AI Powered Equity ETF
 
 
Assets^
 
Level 1
 
 
Level 2
 
 
Level 3
 
 
Total
 
Common Stocks
 $69,728,025 
 $ 
 $ 
 $69,728,025 
Closed-End Funds
  365,140 
   
   
  365,140 
Rights
   
   
  (1)
   
Short Term Investments
  3,491,331 
   
   
  3,491,331 
Investments Purchased with Securities Lending Collateral*
   
   
   
  11,097,645 
Total Investments in Securities
 $73,584,496 
 $ 
 $ 
 $84,682,141 
 
(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 valuation classified as Level 3 is deemed immaterial.
 
^ For further information regarding security characteristics, see the Schedule of Investments.
 
* Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy. The fair value amounts presented in the table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Schedule of Investments.
 
B. 
Federal Income Taxes. The Fund has elected to be taxed as a “regulated investment company” and intends to distribute substantially all taxable income to its shareholders and otherwise comply with the provisions of the Internal Revenue Code applicable to regulated investment companies. Therefore, no provisions for federal income taxes or excise taxes have been made.
 
  
To avoid imposition of the excise tax applicable to regulated investment companies, the Fund intends to declare each year as dividends, in each calendar year, at least 98.0% of its net investment income (earned during the calendar year) and 98.2% of its net realized capital gains (earned during the twelve months ended October 31) plus undistributed amounts, if any, from prior years.
  
 
  
Net capital losses incurred after October 31, within the taxable year are deemed to arise on the first business day of the Fund’s next taxable year.
  
 
  
The Fund recognizes the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities. The Fund has analyzed its tax position and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions expected to be taken in the Fund’s 2019 tax returns. The Fund identifies its major tax jurisdictions as U.S. Federal, the State of New Jersey, and the State of Delaware; however, the Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months.
 
 
18
 
AI Powered Equity ETF
 
NOTES TO FINANCIAL STATEMENTS
March 31, 2020 (Unaudited) (Continued)
 

 
  
As of March 31, 2020, management has reviewed the tax positions for open periods (for Federal purposes, three years from the date of filing and for state purposes, four years from the date of filing), as applicable to the Funds, and has determined that no provision for income tax is required in the Funds’ financial statements.
 
C. 
Security Transactions and Investment Income. Investment securities transactions are accounted for on the trade date. Gains and losses realized on sales of securities are determined on a specific identification basis. Discounts/premiums on debt securities purchased are accreted/amortized over the life of the respective securities using the effective interest method. Dividend income is recorded on the ex-dividend date. Interest income is recorded on an accrual basis. Income, including gains, from investments in foreign securities received by the 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.
 
 
19
 
AI Powered Equity ETF
 
NOTES TO FINANCIAL STATEMENTS
March 31, 2020 (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.
 
Management Risk. The Fund is subject to management risk as an actively-managed investment portfolio. The Adviser’s investment approach may fail to produce the intended results. If the Adviser’s implementation of the EquBot Model is inaccurate or incomplete, the Fund may not perform as expected and your investment could lose value over short or long-term periods. Additionally, the Adviser has not previously managed a Fund whose strategy relies on the use of AI, which may create additional risks for the Fund.
 
Market Trading Risk. An investment in the Fund faces numerous market trading risks, including the potential lack of an active market for Fund shares, losses from trading in secondary markets, periods of high volatility and disruption in the creation/redemption process of the Fund. Any of these factors, among others, may lead to the Fund’s shares trading at a premium or discount to NAV.
 
Models and Data Risk. The Fund relies heavily on proprietary quantitative models as well as information and data supplied by third parties (“Models and Data”). When Models and Data prove to be incorrect or incomplete, any decisions made in reliance thereon expose the Fund to potential risks.
 
Non-Diversification Risk. Because the Fund is “non-diversified,” it may invest a greater percentage of its assets in the securities of a single issuer or a small number of issuers than if it was a diversified fund. As a result, a decline in the value of an investment in a single issuer or a small number of issuers could cause the Fund’s overall value to decline to a greater degree than if the Fund held a more diversified portfolio. This may increase the Fund’s volatility and have a greater impact on the Fund’s performance.
 
Portfolio Turnover Risk. The portfolio managers may actively and frequently trade securities or other instruments in the Fund’s portfolio to carry out its investment strategies. A high portfolio turnover rate increases transaction costs, which may increase the Fund’s expenses.
 
REIT Investment Risk. Investments in REITs involve unique risks. REITs may have limited financial resources, may trade less frequently and in limited volume, and may be more volatile than other securities. REITs may be affected by changes in the value of their underlying properties or mortgages or by defaults by their borrowers or tenants. Furthermore, these entities depend upon specialized management skills, have limited diversification and are, therefore, subject to risks inherent in financing a limited number of projects. In addition, the performance of a REIT may be affected by changes in the tax laws or by its failure to qualify for tax-free pass-through of income.
 
Sector Risk. To the extent the Fund invests more heavily in particular sectors of the economy, its performance will be especially sensitive to developments that significantly affect those sectors.
 
 
20
 
AI Powered Equity ETF
 
NOTES TO FINANCIAL STATEMENTS
March 31, 2020 (Unaudited) (Continued)
 

 
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 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.
 
 
21
 
AI Powered Equity ETF
 
NOTES TO FINANCIAL STATEMENTS
March 31, 2020 (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 daily average net assets. For the period ended March 31, 2020, the Fund did not incur any 12b-1 expenses.
 
NOTE 6 - PURCHASES AND SALES OF SECURITIES
 
The costs of purchases and sales of securities, excluding short-term securities and in-kind transactions, for the period ended March 31, 2020:
 
 
 
Purchases
 
 
Sales
 
AI Powered Equity ETF
 $109,350,294 
 $114,595,717 
 
The costs of purchases and sales of in-kind transactions associated with creations and redemptions for the period ended March 31, 2020:
 
 
 
Purchases
 
 
Sales
 
 
 
In-Kind
 
 
In-Kind
 
AI Powered Equity ETF
 $2,775,957 
 $26,113,209 
 
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, 2020.
 
NOTE 7 — SECURITIES LENDING
 
The Fund may lend up to 33 1∕3% of the value of the securities in its portfolio to brokers, dealers and financial institutions (but not individuals) under terms of participation in a securities lending program administered by U.S. Bank N.A. (“the Custodian”). The securities lending agreement requires that loans are collateralized at all times in an amount equal to at least 102% of the value of any loaned securities at the time of the loan, plus accrued interest. The Fund receives compensation in the form of fees and earn interest on the cash collateral. The amount of fees depends on a number of factors including the type of security and length of the loan. The Fund continues to receive interest payments or dividends on the securities loaned during the borrowing period. Gain or loss in the fair value of securities loaned that may occur during the term of the loan will be for the account of the Fund. The Fund has the right under the terms of the securities lending agreement to recall the securities from the borrower on demand. The cash collateral is invested by the Custodian in accordance with approved investment guidelines. Those guidelines require the cash collateral to be invested in readily marketable, high quality, short-term obligations; 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.
 
 
22
 
AI Powered Equity ETF
 
NOTES TO FINANCIAL STATEMENTS
March 31, 2020 (Unaudited) (Continued)
 

 
As of March 31, 2020, the value of the securities on loan and payable for collateral due to broker were as follows:
 
Value of Securities on Loan Collateral Received
 
Fund
 
Values of Securities on Loan
 
 
Fund Collateral Received*
 
AI Powered Equity ETF
 $10,537,576 
 $11,094,622 
 
* The cash collateral received was invested in the Mount Vernon Liquid Assets Portfolio as shown on the Schedule of Investments, a money market fund with an overnight and continuous maturity.
 
NOTE 8 – FEDERAL INCOME TAXES
 
The components of distributable earnings (losses) and cost basis of investments for federal income tax purposes at September 30, 2019 were as follows:
 
 
 
Cost
 
 
Gross
Unrealized
Appreciation
 
 
Gross
Unrealized
Depreciation
 
 
Net
Unrealized
Appreciation
(Depreciation)
 
AI Powered Equity ETF
 $136,826,516 
 $7,337,699 
 $(4,475,676)
 $2,862,023 
 
 
 
Undistributed Ordinary Income
 
 
Undistributed Long-term
Gain
 
 
Total Distributable Earnings
 
 
Other Accumulated (Loss)
 
 
Total Accumulated Gain
 
AI Powered Equity ETF
 $20,212 
 $ 
 $20,212 
 $(10,309,415)
 $(7,427,180)
 
As of September 30, 2019, the Fund had accumulated capital loss carryovers of:
 
 
 
Capital Loss Carryover
ST
 
 
Capital Loss
Carryover
LT
 
Expires
AI Powered Equity ETF
 $(8,964,165)
 $(1,345,250)
Indefinite
 
Under current tax law, capital and currency losses realized after October 31 of a Fund’s fiscal year may be deferred and treated as occurring on the first business day of the following fiscal year for tax purposes. The following Funds had deferred post-October capital and currency losses, which will be treated as arising on the first business day of the year ended September 30, 2019.
 
 
 
Late Year Ordinary Loss
 
 
Post-October Capital Loss
AI Powered Equity ETF
 
None
 
 
None
 
 
23
 
AI Powered Equity ETF
 
NOTES TO FINANCIAL STATEMENTS
March 31, 2020 (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, 2019, the following table shows the reclassifications made:
 
 
 
Total
Distributable
Earnings/(Loss)
 
 
Paid-In
Capital
 
AI Powered Equity ETF
 $1,252,068 
 $(1,252,068)
 
The tax character of distributions paid by the Fund during the fiscal years ended September 30, 2019 and September 30, 2018 are as follows:
 
 
 
Year Ended
September 30, 2019
 
 
Year Ended
September 30, 2018
 
 
 
From
Ordinary Income
 
 
From
Capital Gains
 
 
From
Ordinary Income
 
 
From
Capital Gains
 
AI Powered Equity ETF
 $12,571,140 
 $3,903 
 $610,275 
 $ 
 
NOTE 9 – NEW ACCOUNTING PRONOUNCEMENTS
 
In August 2018, FASB issued Accounting Standards Update (“ASU”) 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). The primary focus of ASU 2018-13 is to improve the effectiveness of the disclosure requirements for fair value measurements. The changes affect all companies that are required to include fair value measurement disclosures. In general, the amendments in ASU 2018-13 are effective for all entities for fiscal years and interim periods within those fiscal years, beginning after December 15, 2019. An entity is permitted to early adopt the removed or modified disclosures upon the issuance of ASU 2018-13 and may delay adoption of the additional disclosures, which are required for public companies only, until their effective date. Management has evaluated ASU 2018-13 and has early adopted the relevant provisions of the disclosure framework.
 
NOTE 10 – LEGAL MATTERS
 
The Trust, a former and current trustee of the Trust, the Adviser and certain officers of the Adviser were defendants in an action filed May 2, 2017 in the Superior Court of New Jersey captioned PureShares, LLC d/b/a PureFunds et al. v. ETF Managers Group, LLC et al. (“Nasdaq”), Docket No. C-63-17. The PureShares action alleged claims based on disputes arising out of contractual relationships with the Adviser relating to certain series of the Trust. The action sought damages in unspecified amounts and injunctive relief based on breach of contract, wrongful termination, and several other claims.
 
The Adviser and its parent, Exchange Traded Managers Group, LLC (“ETFMG”), were defendants in a case filed on October 26, 2017 in the United States District Court for the Southern District of New York by NASDAQ, Inc. (“Nasdaq”) captioned Nasdaq, Inc. v. Exchange Traded Managers Group, LLC et al., Case 1:17-cv-08252. This action arose out of the same facts and circumstances, and relates to the same series of the Trust, as the New Jersey litigation and asserted claims for breach of contract, conversion and certain other claims. The matter was the subject of a bench trial in May 2019, and on December 20, 2019, the Court issued an Opinion and Order awarding compensatory damages to Plaintiff in the amount of $78,403,172.36, plus prejudgment interest. The Court also denied Plaintiff’s requests for punitive damages and equitable relief.
 
 
24
 
AI Powered Equity ETF
 
NOTES TO FINANCIAL STATEMENTS
March 31, 2020 (Unaudited) (Continued)


 
On May 1, 2020, Nasdaq, PureShares LLC (“PureShares”), and ETFMG announced a global settlement that resolves all claims in both the PureShares action and the Nasdaq action. The settlement is subject to future negotiations and approvals among independent third parties. As part of the settlement, Nasdaq and ETFMG have agreed to certain cash payments from ETFMG to Nasdaq and PureShares, and have executed an asset purchase agreement to transfer certain ETFMG intellectual property and related assets, to a Nasdaq affiliate. The transaction is expected to close in the last half of 2020. The Adviser does not believe that the resolution of these matters will have a material adverse effect on the Funds' financial statements. If the events set forth in the settlement agreement do not occur, and a subsequent settlement is not reached, the resulting conditions may adversely affect the Adviser's future operations.
 
NOTE 11 – SUBSEQUENT EVENTS
 
In preparing these financial statements, the 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, other than those disclosed in Note 10 above.
 
 
 
 
 
 
 
25
 
AI Powered Equity ETF
 
APPROVAL OF ADVISORY AGREEMENT AND BOARD CONSIDERATIONS
For the Period Ended March 31, 2020 (Unaudited)
 

 
Pursuant to Section 15(c) of the Investment Company Act of 1940 (the “1940 Act”), at a meeting held on March 24, 2020, the Board of Trustees (the “Board”) of ETF Managers Trust (the “Trust”) considered the renewal of the following agreements:
 
an Amended and Restated 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 24, 2020, and throughout the year. Among other things, each of the Adviser and Sub-Adviser provided responses to a 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 Independent Trustees conferred amongst themselves and independent legal counsel during a telephonic contract renewal meeting held prior to the March 24, 2020 meeting and also conferred in executive sessions both with and without representatives of management before and during the March 24th meeting. The Independent Trustees requested, received and considered additional information arising out of these executive sessions.
 
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
 
 
26
 
AI Powered Equity ETF
 
APPROVAL OF ADVISORY AGREEMENT AND BOARD CONSIDERATIONS
For the Period Ended March 31, 2020 (Unaudited) (Continued)
 

 
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”), as well as the Adviser’s response to the market volatility and uncertainty during the recent pandemic.
 
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 February 29, 2020, 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 underperformed in relation to its peer group for the one-year period and the period since the Fund’s inception. The Board considered management’s discussion of AIEQ’s performance, noting that, over time, the model powered by artificial intelligence employed in the management of the Fund becomes more refined. 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, Profits 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. The Board noted that the expense ratio for the Fund was higher than the average and median expense ratios of its peer ETFs. The Board considered the additional effort required to manage an active fund, as opposed to an index-based 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 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
 
 
27
 
AI Powered Equity ETF
 
APPROVAL OF ADVISORY AGREEMENT AND BOARD CONSIDERATIONS
For the Period Ended March 31, 2020 (Unaudited) (Continued)
 

 
(such as, among other things and subject to Board approval, non-standard Board-related expenses and litigation against the Board, Trustees, Fund, Adviser, and officers of the Adviser), and distribution (12b-1) fees and expenses. The Board also noted that the Adviser was responsible for compensating the Trust’s other service providers (including the Sub-Adviser) and paying the Fund’s other expenses (except as noted above) out of its own fees and resources. The Board concluded that the advisory fee for the Fund is reasonable in light of the factors considered.
 
The Board also evaluated the compensation and other benefits received by the Adviser from its relationship with the Fund, taking into account the profitability analysis provided by the Adviser. The Board received and reviewed a profitability analysis that detailed the revenues earned and the expenses incurred by the Adviser with respect to the Fund and considered how profit margins could affect the Adviser’s ability to attract and retain high quality personnel. Based on the information provided to the Trustees, the Trustees concluded that the level of profits realized by the Adviser from providing services to the Fund was not excessive in view of the nature, extent and quality of services provided to the Fund. The Board further considered other benefits derived by the Adviser and its affiliates from the Adviser’s relationship with the Fund, including services provided by certain brokerage firms.
 
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 and effectively acts as a cap on the fees and expenses (except as noted above) that are borne by the Fund. The Board noted that the Adviser still bears most of the ordinary fees and expenses of the Fund and that the Fund would likely experience benefits from the unitary fee at the Fund’s projected asset levels. The Board also noted that the Fund commenced operations on October 17, 2017 and that, as of February 29, 2020, the Fund had approximately $100 million in assets. The Board recognized that there would not likely be any additional economies of scale until the Fund’s assets grow.
 
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.
 
 
28
 
AI Powered Equity ETF
Expense Example
For the period Ended March 31, 2020 (Unaudited)
 

 
As a shareholder of the Fund you incur two types of costs: (1) transaction costs, including brokerage commissions on purchases and sales of Fund shares, 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 for the period of time as indicated in the table below.
 
Actual Expenses
The first line of the table provides information about actual account values based on actual returns and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then, multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period'' to estimate the expenses you paid on your account during this period.
 
Hypothetical Example for Comparison Purposes
The second line of the table provides information about hypothetical account values based on a hypothetical return and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as brokerage commissions paid on purchases and sales of Fund shares. Therefore, the second line of the table is useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. If these transactional costs were included, your costs would have been higher.
 
 
 
Beginning
Account Value
October 1,
2019
 
 
Ending
Account Value
March 31,
2020
 
 
Expenses Paid
During the Period^
 
 
Annualized
Expense Ratio
During Period
October 1, 2019 to
March 31,
2020
 
Actual
 $1,000.00 
 $859.30 
 $3.49 
  0.75%
 
    
    
    
    
Hypothetical (5% annual)
 $1,000.00 
 $1,021.25 
 $3.79 
  0.75%
 
^ The dollar amounts shown as expenses paid during the period are equal to the annualized six-month expense ratio multiplied by the average account value during the period, multiplied by 183/366 (to reflect the number of days in the period).
 
 
29
AI Powered Equity ETF
 
Statement Regarding Liquidity Risk Management Program (unaudited)
ETF Managers Trust (the “Trust”) has adopted a liquidity risk management program (the “Program”). The Trust’s Board of Trustees (the “Board”) has designated ETF Managers Group LLC (the “Program Administrator”) as the administrator of the Program. The Program Administrator has designated a committee (the “Committee”), composed of personnel from multiple departments, including investment operations and compliance, that is responsible for the implementation and ongoing administration of the Program, which includes assessing the liquidity risk of the AI Powered Equity ETF (the “Fund”) under both normal and reasonably foreseeable stressed conditions.
 
Under the Program, the Program Administrator assesses, manages and periodically reviews the Fund’s liquidity risk, based on factors specific to the circumstances of the Fund. Liquidity risk is the risk that the Fund could not meet shareholder redemption requests without significant dilution of remaining shareholders’ interests in the Fund. This risk is managed by monitoring the degree of liquidity of the Fund’s investments and limiting the amount of the Fund’s illiquid investments, among other means. The Program Administrator’s process of determining the degree of liquidity of the Fund’s investments is supported by one or more third-party liquidity assessment vendors.
 
At a meeting of the Board on March 24, 2020, the Adviser provided a written report to the Board addressing the operation, and the adequacy and effectiveness of the implementation, of the Program, including, the operation of any Highly Liquid Investment Minimum, where applicable, and any material changes to the Program, for the initial period from December 1, 2018 through February 29, 2020 (the “Reporting Period”). No significant liquidity events impacting the Fund were noted in the report and it was represented that, as of December 31, 2019, the Fund was primarily highly liquid and, during the Reporting Period, the Fund held less than 15% in illiquid securities. In addition, the Program Administrator provided its assessment that Program implementation was effective and that the Program operated adequately and effectively to enable the Program Administrator to oversee and manage liquidity risk and ensure the Fund is able to meet requests to redeem shares without significant dilution to the remaining investors’ interest in the Fund.
 
There can be no assurance that the Program will achieve its objectives in the future. Please refer to the Fund’s prospectus for more information regarding the Fund’s exposure to liquidity risk and other principal risks to which an investment in the Fund may be subject.
 
 
 
 
 
 
30
AI Powered Equity ETF
 
SUPPLEMENTARY INFORMATION
March 31, 2020 (Unaudited)
 

 
NOTE 1 – FREQUENCY DISTRIBUTION OF PREMIUMS AND DISCOUNTS
 
Information regarding how often shares of each Fund traded on the Exchange at a price above (i.e., at a premium) or below (i.e., at a discount) the NAV is available on the Fund’s website at www.etfmgfunds.com.
 
NOTE 2 – FEDERAL TAX INFORMATION
 
Qualified Dividend Income/Dividends Received Dedumattction
 
For the fiscal year ended September 30, 2019, certain dividends paid by the Fund may be subject to a maximum tax rate of 15%, as provided for by the Jobs and Growth Tax Reconciliation Act of 2003. The percentage of dividends declared from ordinary income designated as qualified dividend income was as follows:
 
Fund Name
QDI
AI Powered Equity ETF
15.55%
 
For corporate shareholders, the percent of ordinary income distributions qualifying for the corporate dividends received deduction for the fiscal year ended September 30, 2019 was as follows:
 
Fund Name
DRD
AI Powered Equity ETF
15.55%
 
Short Term Capital Gain
 
The percentage of taxable ordinary income distributions that are designated as short-term capital gain distributions under Internal Revenue Section 871 (k)(2)(C) for the Fund was as follows:
 
Fund Name
Short-Term Capital Gain
AI Powered Equity ETF
92.84%
 
NOTE 3 – INFORMATION ABOUT PORTFOLIO HOLDINGS
 
The Fund files a complete schedule of portfolio holdings with the SEC for its first and third fiscal quarters on Part F of Form N-PORT. Once filed, the Fund's Part F of Form N-PORT is available without charge, upon request on the SEC's website (www.sec.gov) and is available by calling (877) 756-7873.
 
NOTE 4 – INFORMATION ABOUT PROXY VOTING
 
A description of the policies and procedures the Fund uses to determine how to vote proxies relating to portfolio securities is provided in the Statement of Additional Information (“SAI”). The SAI is available without charge upon request by calling toll-free at 1-844-ETF-MGRS (1-844-383-6477), by accessing the SEC’s website at www.sec.gov, or by accessing the Fund’s website at www.AIEQetf.com.
 
Information regarding how the Fund voted proxies relating to portfolio securities during the period ending June 30 is available by calling toll-free at 1-844-ETF-MGRS (1-844-383-6477) or by accessing the SEC’s website at www.sec.gov.
 
Carefully consider the Fund’s investment objectives, risk factors, charges, and expenses before investing. This and additional information can be found in the Fund’s prospectus, which may be obtained by calling 1-844-ETF-MGRS (1-844-383-6477) or by visiting www.AIEQetf.com. Read the prospectus carefully before investing.
 
 
31
AI Powered Equity ETF
 
Board of Trustees
 
Set forth below are the names, birth years, positions with the Trust, length of term of office, and the principal occupations and other directorships held during at least the last five years of each of the persons currently serving as a Trustee of the Trust, as well as information about each officer. The business address of each Trustee and officer is 30 Maple Street, 2nd Floor, Summit, New Jersey 07901. The SAI includes additional information about Fund directors and is available, without charge, upon request by calling 1-844-ETF-MGRS (1-844-383-6477).
 
Name and Year of Birth
Position(s) Held with the Trust, Term of Office and Length of Time Served
Principal Occupation(s)
During Past 5 Years
Number of Portfolios in Fund Complex Overseen By Trustee
Other Directorships Held by Trustee During Past 5 Years
Interested Trustee and Officers
Samuel Masucci, III (1962)
Trustee, Chairman of the Board and President (since 2012); Secretary (since 2014)
Chief Executive Officer, Exchange Traded Managers Group LLC (since 2013); Chief Executive Officer, ETF Managers Group LLC (since 2016); Chief Executive Officer, ETF Managers Capital LLC (commodity pool operator) (since 2014); Chief Executive Officer (2012-2016) and Chief Compliance Officer (2012-2014), Factor Advisors, LLC (investment adviser); President and Chief Executive Officer, Factor Capital Management LLC (2012-2014) (commodity pool operator);
11
None
John A. Flanagan, (1946)
Treasurer (since 2015)
President, John A. Flanagan CPA, LLC (accounting services) (since 2010); Treasurer, ETF Managers Trust (since 2015); Principal Financial Officer, ETF Managers Capital, LLC (commodity pool operator) (since 2015)
n/a
n/a
Reshma A. Tanczos (1978)
Chief Compliance Officer (since 2016)
Chief Compliance Officer, ETF Managers Group LLC (since 2016); Chief Compliance Officer, ETF Managers Capital LLC (since 2016); Partner, Crow & Cushing (law firm) (2007-2016).
n/a
n/a
 
* Mr. Masucci is an interested Trustee by virtue of his role as the Chief Executive Officer of the Adviser.
 
 
32
AI Powered Equity ETF
 
Board of Trustees (Continued)
 
Name and Year of Birth
Position(s) Held with the Trust, Term of Office and Length of Time Served
Principal Occupation(s) During Past 5 Years
Number of Portfolios in Fund Complex Overseen By Trustee
Other Directorships Held by Trustee During Past 5 Years
Independent Trustees
Terry Loebs (1963)
 Trustee (since 2014)
Founder and Managing Member, Pulsenomics LLC (index product development and consulting firm) (since 2011); Managing Director, MacroMarkets, LLC (exchange-traded products firm) (2006-2011). 
11
None
Jared A. Chase (1955)
Trustee (since 2018)
Chief Operating and Financial Officer, Root Capital (a 501(c)(3) non-profit lender); Chairman, State Street Global Alliance LLC, State Street Corporation (2007-2012); Head of Global Treasury, Liability Management, Money Markets & Derivatives, State Street Corporation (2004-2007)
11
None
 
 
 
 
 
 
 
 33
 
 
Advisor
ETF Managers Group, LLC
30 Maple Street, Suite 2, Summit, NJ 07901
 
Distributor
ETFMG Financial, Inc.
30 Maple Street, Suite 2, Summit, NJ 07901
 
Custodian
U.S. Bank National Association
Custody Operations
1555 North River Center Drive, Suite 302, Milwaukee, Wisconsin 53212
 
Transfer Agent
Foreside Financial Group, LLC
111 E Kilbourn Ave, Suite 1250, 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
 

 
 
 
 
 
Etho Climate Leadership U.S. ETF
 
TABLE OF CONTENTS
March 31, 2020 (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
16
 
 
Statement of Operations
17
 
 
Statements of Changes in Net Assets
18
 
 
Financial Highlights
19
 
 
Notes to the Financial Statements
20
 
 
Approval of Advisory Agreement and Board Considerations
29
 
 
Expense Example
32
 
 
Statement Regarding Liquidity Risk Management Program
33
 
 
Information About Portfolio Holdings
34
 
 
Information About Proxy Voting
34
 
 
Trustees and Officers Table
35
 
 
 
1
 
Etho Climate Leadership U.S. ETF
 
Dear Shareholder,
 
On behalf of the entire team, we want to express our appreciation for the confidence you have placed in the Etho Climate Leadership U.S. Exchange-Traded Fund (“ETHO” or the “Fund”). The following information pertains to the fiscal period from October 1, 2019 to March 31, 2020.
 
The Fund seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of the Etho Climate Leadership Index – U.S. (the “Index”).
 
For the fiscal period ended March 31, 2020, the total return for the Fund was -16.37% while the total return for the Index was -16.63%. The worst performers in the Fund on the basis of contribution to return were Consumer Discretionary and Industrials.
 
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.
 
In late February, as COVID-19, the disease caused by the coronavirus, spread into regions beyond China, global stock markets began to experience significant declines and turbulence. As we write this letter in late April, the course of the coronavirus outbreak remains uncertain, and markets are likely to remain volatile in response to any news or government action concerning the virus. While markets continue working to assess the economic impact of the virus and the public health measures taken in response, it is still unclear what the costs will be and how long the effects will last, but history has shown that markets recover from downturns. For investors, we believe the most important course of action is to remain focused on your long-term goals, and to consult with your financial advisor.
 
There is much ahead for environmentally sustainable and socially responsible investing. We are thankful you have joined us by investing in the Etho Climate Leadership U.S. ETF.You can find further details about ETHO by visiting www.etfmg.com, or by calling 1- 844-ETF-MGRS (1-844-383-6477).
 
Sincerely,
 
 
Samuel Masucci III
Chairman of the Board
 
____________
 
 
2
 
 
 
Average Annual Returns
 
1 Year
Since Inception
Value of $10,000
Period Ended March 31, 2020
Return
(11/18/2015)
(3/31/2020)
Etho Climate Leadership U.S. ETF (NAV)
-10.53%
7.50%
 $            13,712
Etho Climate Leadership U.S. ETF (Market)
-10.53%
7.48%
 $            13,704
S&P 500 Index
 
 
-6.98%
7.22%
 $            13,559
Etho Climate Leadership Index - U.S.
-10.97%
6.92%
 $            13,393
 
Performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor's shares, when redeemed, may be worth more of less than their original cost. Current performance of the Fund may be lower or higher than the performance quoted. All performance is historical and includes reinvestment of dividends and capital gains. Performance data current to the most recent month end may be obtained by calling 1-844-ETF-MGRS (1-844-383-6477).
 
The chart illustrates the performance of a hypothetical $10,000 investment made on November 18, 2015, and is not intended to imply any future performance. The returns shown do not reflect the deduction of taxes that a shareholder would pay on fund distributions from the sales of Fund shares. The chart assumes reinvestment of capital gains and dividends. The chart assumes reinvestment of capital gains and dividends, if any. The Index Returns do not reflect fees or expenses and are not available for direct investment.
 
 
3
 
Etho Climate Leadership U.S. ETF
 

Top Ten Holdings as of March 31, 2020 (Unaudited)*
 
Security
 
 
% of Total Investments
 
1
ETFMG Sit Ultra Short ETF
 
3.15%
 
2
DexCom, Inc.
 
 
0.83%
 
3
Tesla, Inc.
 
0.67%
 
4
Advanced Micro Devices, Inc.
 
 
0.64%
 
5
Cypress Semiconductor Corp.
 
0.58%
 
6
Seattle Genetics, Inc.
 
 
0.57%
 
7
NVIDIA Corp.
 
0.53%
 
8
MSCI, Inc.
 
0.52%
 
9
ResMed, Inc.
 
0.51%
 
10
Teradyne, Inc.
 
0.50%
 
 
 
 
 
 
 
 
 
 
 
Top Ten Holdings 8.50% 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.
 
Past performance is not indicative of future return. A fund’s performance for very short time periods may not be indicative of future performance.
 
ETHO
 
The ETHO Climate Leadership U.S. ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of the Etho Climate Leadership Index (the “Index”).
 
Investing involves risk, including the possible loss of principal. Shares of any ETF are bought and sold at market price (not NAV), may trade at a discount or premium to NAV and are not individually redeemed from the Fund. Brokerage commissions will reduce returns. Narrowly focused investments typically exhibit higher volatility. The Fund’s return may not match or achieve a high degree of correlation with the return of the Etho Climate Leadership Index — U.S.
 
To the extent the Fund utilizes a sampling approach, it may experience tracking error to a greater extent than if the Fund had sought to replicate the Index.
 
Unlike with an actively managed fund, the Fund’s adviser does not use techniques or defensive strategies designed to lessen the effects of market volatility or to reduce the impact of periods of market decline. This means that, based on market and economic conditions, the Fund’s performance could be lower than other types of funds that may actively shift their portfolio assets to take advantage of market opportunities or to lessen the impact of a market decline.
 
Natural or environmental disasters, such as earthquakes, fires, floods, hurricanes, tsunamis and other severe weather-related phenomena generally, and widespread disease, including pandemics and epidemics, have been and may be highly disruptive to economies and markets, adversely impacting individual companies, sectors, industries, markets, currencies, interest and inflation rates, credit ratings, investor sentiment, and other factors affecting the value of the Fund’s investments. Given the increasing interdependence among global economies and markets, conditions in one country, market, or region are increasingly likely to adversely affect markets, issuers, and/or foreign exchange rates in other countries, including the U.S. Any such events could have a significant adverse impact on the value of the Fund’s investments.
 
Additionally, natural or environmental disasters, widespread disease or other public health issues, war, acts of terrorism or other events could result in increased premiums or discounts to the Fund’s NAV.
 
ETF Managers Group LLC serves as the investment adviser to the Fund.
 
The Fund is distributed by ETFMG Financial LLC. Both ETF Managers Group LLC and ETFMG Financial LLC are wholly owned subsidiaries of Exchange Traded Managers Group LLC (collectively, “ETFMG”). ETFMG Financial LLC is not affiliated with Etho Capital.
 
 
5
 
 
Etho Climate Leadership U.S. ETF
 
PORTFOLIO ALLOCATIONS
As of March 31, 2020 (Unaudited)
 

 
 
Etho Climate Leadership U.S.
ETF
 
As a percent of Net Assets:
 
 
 
Canada
  0.5%
Ireland
  0.3 
Switzerland
  0.6 
United States
  96.8 
Exchange Traded Funds
  3.8 
Closed-End Funds
  0.3 
Short-Term and other Net Assets (Liabilities)
  (2.3)
 
  100.0%
 
 
 
 
 
 
 
 
6
Etho Climate Leadership U.S. ETF
 
Schedule of Investments
March 31, 2020 (Unaudited)
 

 
 
Shares
 
 
Value
 
COMMON STOCKS - 98.2%
 
 
 
 
 
 
Canada - 0.5%
 
 
 
 
 
 
Textiles, Apparel & Luxury Goods - 0.5%
 
 
 
 
 
 
Lululemon Athletica, Inc. (a)
  1,680 
 $318,445 
 
    
    
Ireland - 0.3%
    
    
Building Products - 0.3%
    
    
Trane Technologies PLC (b)
  2,560 
  211,430 
 
    
    
Switzerland - 0.6%
    
    
Electronic Equipment, Instruments & Components - 0.3%
    
    
TE Connectivity, Ltd.
  3,436 
  216,399 
Insurance - 0.3%
    
    
Chubb, Ltd.
  1,971 
  220,141 
Total Switzerland
    
  436,540 
 
    
    
United States - 96.8%
    
    
Airlines - 0.5%
    
    
Southwest Airlines Co.
  5,327 
  189,695 
United Airlines Holdings, Inc. (a)(b)
  3,448 
  108,784 
Total Airlines
    
  298,479 
Auto Components - 0.5%
    
    
Gentex Corp.
  13,815 
  306,140 
Automobiles - 0.8%
    
    
Tesla, Inc. (a)(b)
  982 
  514,568 
Banks - 1.9%
    
    
Bank of Hawaii Corp.
  3,532 
  195,108 
Commerce Bancshares, Inc.
  5,010 
  252,254 
First Republic Bank
  2,747 
  226,023 
KeyCorp
  17,770 
  184,275 
Popular, Inc.
  5,329 
  186,515 
SVB Financial Group (a)
  1,230 
  185,828 
Total Banks
    
  1,230,003 
Biotechnology - 1.6%
    
    
Agios Pharmaceuticals, Inc. (a)
  4,076 
  144,616 
Alnylam Pharmaceuticals, Inc. (a)
  2,942 
  320,237 
Ionis Pharmaceuticals, Inc. (a)
  3,395 
  160,516 
Seattle Genetics, Inc. (a)(b)
  3,757 
  433,482 
Total Biotechnology
    
  1,058,851 
Building Products - 2.7%
    
    
A.O. Smith Corp.
  5,199 
  196,574 
Apogee Enterprises, Inc.
  7,663 
  159,544 
Armstrong World Industries, Inc.
  3,476 
  276,064 
Lennox International, Inc. (b)
  1,036 
  188,334 
Masco Corp.
  7,268 
  251,255 
Simpson Manufacturing Co., Inc.
  4,803 
  297,690 
Trex Co., Inc. (a)
  4,485 
  359,428 
Total Building Products
    
  1,728,889 
 
The accompanying notes are an integral part of these financial statements.
 
 
7
Etho Climate Leadership U.S. ETF
 
Schedule of Investments
March 31, 2020 (Unaudited) (Continued)
 

 
 
Shares
 
 
Value
 
Capital Markets - 5.5%
 
 
 
 
 
 
Affiliated Managers Group, Inc.
  2,583 
 $152,759 
Ameriprise Financial, Inc. (b)
  2,165 
  221,869 
Cboe Global Markets, Inc.
  2,897 
  258,557 
CME Group, Inc.
  1,681 
  290,662 
E*TRADE Financial Corp.
  5,967 
  204,787 
Eaton Vance Corp.
  6,911 
  222,880 
FactSet Research Systems, Inc. (b)
  1,107 
  288,573 
Federated Investors, Inc.
  9,499 
  180,956 
Intercontinental Exchange, Inc.
  3,633 
  293,365 
Invesco, Ltd.
  14,761 
  134,030 
Lazard, Ltd. - Class A
  7,810 
  184,004 
Morningstar, Inc.
  2,246 
  261,098 
Nasdaq, Inc. (a)(b)
  3,169 
  300,896 
S&P Global, Inc.
  1,344 
  329,346 
SEI Investments Co.
  5,287 
  245,000 
T. Rowe Price Group, Inc.
  2,776 
  271,076 
Total Capital Markets
    
  3,839,858 
Chemicals - 1.7%
    
    
Albemarle Corp.
  3,378 
  190,418 
Axalta Coating Systems, Ltd. (a)
  10,930 
  188,761 
Ecolab, Inc.
  1,564 
  243,718 
Ingevity Corp. (a)
  2,598 
  91,450 
International Flavors & Fragrances, Inc. (b)
  2,153 
  219,778 
Intrepid Potash, Inc. (a)
  72,715 
  58,172 
RPM International, Inc.
  4,935 
  293,633 
Total Chemicals
    
  1,285,930 
Commercial Services & Supplies - 1.7%
    
    
Brink's Co.
  3,666 
  190,815 
Copart, Inc. (a)
  4,543 
  311,287 
Herman Miller, Inc.
  7,890 
  175,158 
SP Plus Corp. (a)
  8,076 
  167,577 
Stericycle, Inc. (a)(b)
  5,055 
  245,572 
Total Commercial Services & Supplies
    
  1,090,409 
Communications Equipment - 1.5%
    
    
Ciena Corp. (a)
  7,378 
  293,718 
Cisco Systems, Inc.
  5,348 
  210,230 
F5 Networks, Inc. (a)(b)
  1,756 
  187,242 
Motorola Solutions, Inc.
  1,966 
  261,321 
Total Communications Equipment
    
  952,511 
Construction & Engineering - 0.8%
    
    
EMCOR Group, Inc.
  3,880 
  237,922 
Northwest Pipe Co. (a)
  11,524 
  256,409 
Total Construction & Engineering
    
  494,331 
Consumer Finance - 0.6%
    
    
American Express Co. (b)
  2,614 
  223,785 
Capital One Financial Corp.
  3,394 
  171,125 
Total Consumer Finance
    
  394,910 
 
    
    
 
The accompanying notes are an integral part of these financial statements.
 
 
8
Etho Climate Leadership U.S. ETF
 
Schedule of Investments
March 31, 2020 (Unaudited) (Continued)
 

 
 
Shares
 
 
Value
 
Containers & Packaging - 1.6%
 
 
 
 
 
 
AptarGroup, Inc.
  2,595 
 $258,306 
Avery Dennison Corp.
  2,444 
  248,970 
Ball Corp.
  4,773 
  308,622 
Sonoco Products Co.
  4,510 
  209,039 
Total Containers & Packaging
    
  1,024,937 
Distributors - 0.6%
    
    
Genuine Parts Co.
  2,478 
  166,844 
LKQ Corp. (a)
  9,713 
  199,213 
Total Distributors
    
  366,057 
Diversified Consumer Services - 0.3%
    
    
H&R Block, Inc. (b)
  11,671 
  164,328 
Diversified Financial Services - 0.6%
    
    
MSCI, Inc.
  1,383 
  399,632 
Electrical Equipment - 0.7%
    
    
First Solar, Inc. (a)(b)
  5,207 
  187,764 
Rockwell Automation, Inc.
  1,577 
  237,985 
Total Electrical Equipment
    
  425,749 
Electronic Equipment, Instruments & Components - 4.1%
    
    
Badger Meter, Inc.
  4,969 
  266,338 
CDW Corp. (b)
  2,863 
  267,032 
Dolby Laboratories, Inc. - Class A
  4,387 
  237,819 
IPG Photonics Corp. (a)(b)
  1,811 
  199,717 
Itron, Inc. (a)
  6,032 
  336,767 
Keysight Technologies, Inc. (a)
  3,160 
  264,429 
Littelfuse, Inc.
  1,506 
  200,931 
National Instruments Corp.
  6,259 
  207,048 
OSI Systems, Inc. (a)
  3,138 
  216,271 
Trimble, Inc. (a)
  6,810 
  216,762 
Zebra Technologies Corp. - Class A (a)
  1,307 
  239,965 
Total Electronic Equipment, Instruments & Components
    
  2,653,079 
Entertainment - 1.8%
    
    
Activision Blizzard, Inc.
  6,051 
  359,913 
Electronic Arts, Inc. (a)
  2,706 
  271,060 
Netflix, Inc. (a)
  763 
  286,507 
Walt Disney Co.
  2,482 
  239,761 
Total Entertainment
    
  1,157,241 
Food & Staples Retailing - 1.0%
    
    
Northern Trust Corp.
  3,068 
  231,511 
PriceSmart, Inc.
  4,694 
  246,670 
Sysco Corp.
  4,272 
  194,931 
Total Food & Staples Retailing
    
  673,112 
Food Products - 0.5%
    
    
Hain Celestial Group, Inc. (a)
  11,913 
  309,381 
 
    
    
 
The accompanying notes are an integral part of these financial statements.
 
 
9
Etho Climate Leadership U.S. ETF
 
Schedule of Investments
March 31, 2020 (Unaudited) (Continued)
 

 
 
Shares
 
 
Value
 
Health Care Equipment & Supplies - 5.2%
 
 
 
 
 
 
Align Technology, Inc. (a)
  959 
 $166,818 
Becton Dickinson & Co. (b)
  1,103 
  253,436 
Boston Scientific Corp. (a)
  7,180 
  234,283 
Cooper Cos.
  920 
  253,616 
DexCom, Inc. (a)(b)
  2,366 
  637,094 
Edwards Lifesciences Corp. (a)
  1,482 
  279,535 
GenMark Diagnostics, Inc. (a)
  38,865 
  160,124 
IDEXX Laboratories, Inc. (a)
  1,226 
  296,986 
Intuitive Surgical, Inc. (a)
  490 
  242,653 
ResMed, Inc.
  2,659 
  391,645 
Stryker Corp.
  1,389 
  231,255 
Varian Medical Systems, Inc. (a)
  1,934 
  198,544 
Total Health Care Equipment & Supplies
    
  3,345,989 
Health Care Providers & Services - 3.6%
    
    
AMN Healthcare Services, Inc. (a)
  5,852 
  338,303 
Anthem, Inc.
  956 
  217,050 
Centene Corp. (a)
  5,190 
  308,338 
Henry Schein, Inc. (a)
  4,579 
  231,331 
Humana, Inc.
  1,032 
  324,069 
Laboratory Corp. of America Holdings (a)
  1,799 
  227,376 
MEDNAX, Inc. (a)
  10,159 
  118,251 
Quest Diagnostics, Inc.
  3,174 
  254,872 
UnitedHealth Group, Inc.
  1,113 
  277,560 
Total Health Care Providers & Services
    
  2,297,150 
Health Care Technology - 0.8%
    
    
Allscripts Healthcare Solutions, Inc. (a)
  28,882 
  203,329 
Cerner Corp. (b)
  4,837 
  304,683 
Total Health Care Technology
    
  508,012 
Hotels, Restaurants & Leisure - 0.4%
    
    
Chipotle Mexican Grill, Inc. (a)
  396 
  259,142 
Household Durables - 1.7%
    
    
Leggett & Platt, Inc.
  6,616 
  176,515 
PulteGroup, Inc.
  9,906 
  221,102 
Stanley Black & Decker, Inc.
  2,036 
  203,600 
Tempur Sealy International, Inc. (a)
  4,773 
  208,628 
TopBuild Corp. (a)
  4,346 
  311,347 
Total Household Durables
    
  1,121,192 
Household Products - 0.4%
    
    
Church & Dwight Co., Inc. (b)
  3,879 
  248,954 
Independent Power and Renewable Electricity Producers - 0.5%
    
    
Ormat Technologies, Inc.
  5,005 
  338,638 
Industrial Conglomerates - 0.6%
    
    
Nordstrom, Inc. (b)
  6,305 
  96,719 
Teleflex, Inc. (b)
  908 
  265,917 
Total Industrial Conglomerates
    
  362,636 
 
The accompanying notes are an integral part of these financial statements.
 
 
10
Etho Climate Leadership U.S. ETF
 
Schedule of Investments
March 31, 2020 (Unaudited) (Continued)
 

 
 
Shares
 
 
Value
 
Insurance - 1.8%
 
 
 
 
 
 
Aflac, Inc.
  5,549 
 $189,998 
Cincinnati Financial Corp.
  3,222 
  243,100 
Globe Life, Inc.
  3,472 
  249,880 
Marsh & McLennan Cos., Inc.
  3,054 
  264,049 
Travelers Cos., Inc. (b)
  2,015 
  200,190 
White Mountains Insurance Group, Ltd.
  297 
  270,270 
Total Insurance
    
  1,417,487 
Interactive Media & Services - 0.1%
    
    
TripAdvisor, Inc.
  5,353 
  93,089 
Internet & Direct Marketing Retail - 1.0%
    
    
Amazon.com, Inc. (a)
  158 
  308,056 
Booking Holdings, Inc. (a)
  160 
  215,251 
Expedia Group, Inc.
  2,317 
  130,378 
Total Internet & Direct Marketing Retail
    
  653,685 
IT Services - 4.0%
    
    
Broadridge Financial Solutions, Inc.
  2,667 
  252,912 
Cognizant Technology Solutions Corp. - Class A
  3,822 
  177,608 
Fidelity National Information Services, Inc.
  2,438 
  296,558 
Fiserv, Inc. (a)
  3,123 
  296,655 
FleetCor Technologies, Inc. (a)(b)
  1,110 
  207,059 
Global Payments, Inc. (b)
  2,010 
  289,902 
MasterCard, Inc. - Class A
  1,171 
  282,867 
Paychex, Inc.
  3,472 
  218,458 
PayPal Holdings, Inc. (a)
  2,654 
  254,094 
Visa, Inc. - Class A (b)
  1,765 
  284,377 
Total IT Services
    
  2,560,490 
Leisure Products - 0.4%
    
    
Hasbro, Inc.
  3,341 
  239,049 
Life Sciences Tools & Services - 3.0%
    
    
Agilent Technologies, Inc.
  3,436 
  246,086 
Bio-Techne Corp. (b)
  1,383 
  262,244 
Illumina, Inc. (a)
  878 
  239,799 
IQVIA Holdings, Inc. (a)
  1,915 
  206,552 
Mettler-Toledo International, Inc. (a)
  372 
  256,870 
PerkinElmer, Inc. (b)
  2,857 
  215,075 
Thermo Fisher Scientific, Inc.
  998 
  283,033 
Waters Corp. (a)
  1,094 
  199,163 
Total Life Sciences Tools & Services
    
  1,908,822 
 
    
    
 
The accompanying notes are an integral part of these financial statements.
 
 
11
Etho Climate Leadership U.S. ETF
 
Schedule of Investments
March 31, 2020 (Unaudited) (Continued)
 

 
 
Shares
 
 
Value
 
Machinery - 5.6%
 
 
 
 
 
 
Deere & Co.
  1,730 
 $239,017 
Donaldson Co., Inc.
  5,524 
  213,392 
Dover Corp.
  2,950 
  247,623 
Fortive Corp.
  3,286 
  181,354 
Graco, Inc. (b)
  5,587 
  272,255 
Ingersoll Rand, Inc. (a)
  2,258 
  55,998 
ITT, Inc.
  4,768 
  216,276 
Lincoln Electric Holdings, Inc.
  3,301 
  227,769 
Lindsay Corporation (b)
  2,964 
  271,443 
Mueller Water Products, Inc. - Class A
  27,656 
  221,525 
Parker-Hannifin Corp.
  1,612 
  209,125 
Snap-on, Inc.
  1,770 
  192,611 
Toro Co. (b)
  4,020 
  261,662 
WABCO Holdings, Inc. (a)
  2,084 
  281,444 
Watts Water Technologies, Inc. - Class A
  3,522 
  298,137 
Xylem, Inc.
  3,493 
  227,499 
Total Machinery
    
  3,617,130 
Media - 1.7%
    
    
Charter Communications, Inc. - Class A (a)(b)
  806 
  351,666 
Discovery Communications, Inc. - Class C (a)
  10,844 
  190,204 
Liberty Broadband Corp. - Class C (a)
  3,004 
  332,603 
Omnicom Group, Inc. (b)
  3,809 
  209,114 
Total Media
    
  1,083,587 
Metals & Mining - 0.4%
    
    
Reliance Steel & Aluminum Co.
  3,066 
  268,551 
Personal Products - 0.4%
    
    
Estee Lauder Cos., Inc. - Class A
  1,661 
  264,664 
Pharmaceuticals - 1.8%
    
    
Bristol-Myers Squibb Co.
  6,020 
  335,554 
Merck & Co., Inc.
  3,336 
  256,672 
Pfizer, Inc.
  6,566 
  214,314 
Zoetis, Inc.
  2,740 
  322,471 
Total Pharmaceuticals
    
  1,129,011 
Professional Services - 1.0%
    
    
CoStar Group, Inc. (a)(b)
  601 
  352,913 
Verisk Analytics, Inc.
  2,075 
  289,214 
Total Professional Services
    
  642,127 
 
The accompanying notes are an integral part of these financial statements.
 
 
12
Etho Climate Leadership U.S. ETF
 
Schedule of Investments
March 31, 2020 (Unaudited) (Continued)
 

 
 
Shares
 
 
Value
 
Real Estate Investment Trusts (REITs) - 6.2%
 
 
 
 
 
 
Alexandria Real Estate Equities, Inc. (b)
  1,851 
 $253,698 
AvalonBay Communities, Inc.
  1,381 
  203,242 
Crown Castle International Corp. (b)
  2,168 
  313,059 
Duke Realty Corp.
  9,098 
  294,593 
Equity Commonwealth
  8,706 
  276,067 
Equity Residential
  3,686 
  227,463 
Essex Property Trust, Inc. (b)
  954 
  210,109 
Extra Space Storage, Inc.
  2,733 
  261,712 
Federal Realty Investment Trust
  2,009 
  149,891 
Gladstone Land Corp.
  22,061 
  261,423 
Prologis, Inc.
  3,866 
  310,710 
Realty Income Corp.
  3,794 
  189,169 
Regency Centers Corp.
  3,993 
  153,451 
SBA Communications Corp.
  1,377 
  371,749 
Simon Property Group, Inc.
  1,534 
  84,155 
UDR, Inc.
  6,305 
  230,385 
Welltower, Inc.
  3,600 
  164,808 
Total Real Estate Investment Trusts (REITs)
    
  3,955,684 
Real Estate Management & Development - 0.7%
    
    
Jones Lang LaSalle, Inc. (b)
  1,780 
  179,744 
St. Joe Co. (a)(b)
  16,708 
  280,360 
Total Real Estate Management & Development
    
  460,104 
Road & Rail - 0.5%
    
    
Amerco
  746 
  216,751 
Lyft, Inc. - Class A (a)(b)
  3,517 
  94,431 
Total Road & Rail
    
  311,182 
Semiconductors & Semiconductor Equipment - 9.4%
    
    
Advanced Micro Devices, Inc. (a)
  10,803 
  491,320 
Analog Devices, Inc.
  2,630 
  235,780 
Applied Materials, Inc.
  6,992 
  320,373 
Cree, Inc. (a)
  4,811 
  170,598 
Cypress Semiconductor Corp.
  19,034 
  443,873 
Intel Corp.
  5,169 
  279,746 
KLA Corp.
  2,323 
  333,908 
Lam Research Corp.
  1,583 
  379,920 
Maxim Integrated Products, Inc.
  5,242 
  254,814 
Microchip Technology, Inc.
  3,439 
  233,164 
Micron Technology, Inc. (a)
  6,669 
  280,498 
NVIDIA Corp.
  1,532 
  403,835 
ON Semiconductor Corp. (a)(b)
  13,392 
  166,596 
Power Integrations, Inc.
  3,949 
  348,815 
Qorvo, Inc. (a)
  3,836 
  309,297 
Skyworks Solutions, Inc.
  3,363 
  300,585 
SunPower Corp. (a)(b)
  43,372 
  219,896 
Teradyne, Inc.
  7,105 
  384,878 
Texas Instruments, Inc.
  2,619 
  261,717 
Universal Display Corp.
  1,801 
  237,336 
Total Semiconductors & Semiconductor Equipment
    
  6,056,949 
 
The accompanying notes are an integral part of these financial statements.
 
 
13
Etho Climate Leadership U.S. ETF
 
Schedule of Investments
March 31, 2020 (Unaudited) (Continued)
 

 
 
Shares
 
 
Value
 
Software - 4.2%
 
 
 
 
 
 
Adobe, Inc. (a)
  1,028 
 $327,151 
Ansys, Inc. (a)(b)
  1,501 
  348,937 
Autodesk, Inc. (a)
  1,765 
  275,517 
Cadence Design System, Inc. (a)
  4,336 
  286,349 
Intuit, Inc.
  1,056 
  242,880 
Palo Alto Networks, Inc. (a)
  1,134 
  185,931 
salesforce.com, Inc. (a)
  1,733 
  249,517 
ServiceNow, Inc. (a)(b)
  1,111 
  318,390 
Splunk, Inc. (a)
  2,203 
  278,085 
Workday, Inc. - Class A (a)
  1,421 
  185,043 
Total Software
    
  2,697,800 
Specialty Retail - 3.1%
    
    
Advance Auto Parts, Inc.
  1,612 
  150,432 
American Eagle Outfitters, Inc.
  13,226 
  105,147 
Foot Locker, Inc.
  4,817 
  106,215 
Gap, Inc. (b)
  11,321 
  79,700 
Guess?, Inc.
  14,200 
  96,134 
Lowe's Cos., Inc.
  2,535 
  218,137 
Ross Stores, Inc.
  2,969 
  258,213 
The Home Depot, Inc. (b)
  1,448 
  270,355 
TJX Cos., Inc.
  5,204 
  248,803 
Ulta Beauty, Inc. (a)
  787 
  138,276 
Urban Outfitters, Inc. (a)
  9,296 
  132,375 
Williams-Sonoma, Inc. (b)
  4,953 
  210,602 
Total Specialty Retail
    
  2,014,389 
Technology Hardware, Storage & Peripherals - 1.8%
    
    
Apple, Inc. (b)
  1,454 
  369,739 
Hewlett Packard Enterprise Co.
  18,061 
  175,372 
HP, Inc.
  14,354 
  249,185 
Seagate Technology PLC
  5,869 
  286,407 
Total Technology Hardware, Storage & Peripherals
    
  1,080,703 
Textiles, Apparel & Luxury Goods - 1.5%
    
    
Hanesbrands, Inc. (b)
  15,647 
  123,142 
Nike, Inc. - Class B
  3,283 
  271,635 
Ralph Lauren Corp.
  2,146 
  143,417 
Tapestry, Inc.
  8,636 
  111,836 
Total Textiles, Apparel & Luxury Goods
    
  650,030 
Thrifts & Mortgage Finance - 0.4%
    
    
Capitol Federal Financial, Inc.
  21,083 
  244,774 
Trading Companies & Distributors - 0.7%
    
    
MSC Industrial Direct Co., Inc. - Class A
  3,358 
  184,589 
United Rentals, Inc. (a)(b)
  2,478 
  254,986 
Total Trading Companies & Distributors
    
  439,575 
 
The accompanying notes are an integral part of these financial statements.
 
 
14
Etho Climate Leadership U.S. ETF
 
Schedule of Investments
March 31, 2020 (Unaudited) (Continued)
 

 
 
Shares
 
 
Value
 
Water Utilities - 2.3%
 
 
 
 
 
 
American States Water Co.
  3,878 
 $316,988 
American Water Works Co., Inc.
  2,520 
  301,291 
California Water Service Group
  5,092 
  256,229 
Essential Utilities, Inc. (b)
  7,620 
  310,134 
Middlesex Water Co.
  4,939 
  296,933 
Total Water Utilities
    
  1,481,575 
Total United States
    
  62,120,565 
TOTAL COMMON STOCKS (Cost $72,010,269)
    
  63,086,980 
 
    
    
INVESTMENT COMPANIES - 0.3%
    
    
Closed-End Funds - 0.3%
    
    
Oaktree Specialty Lending Corp.
  54,540 
  176,710 
TOTAL INVESTMENT COMPANIES (Cost $284,768)
    
  176,710 
 
    
    
INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL – 18.9%
    
    
ETFMG Sit Ultra Short ETF
  50,000 
  2,404,000 
Mount Vernon Liquid Assets Portfolio, LLC.
  9,712,206 
  9,712,206 
TOTAL INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL (Cost $12,225,062)
    
  12,116,206 
 
    
    
SHORT-TERM INVESTMENTS - 1.4%
    
    
Money Market Funds - 1.4%
    
    
Invesco Advisers, Inc. STIT-Treasury Portfolio - Institutional Class, 0.30% (c)
  937,944 
  937,944 
TOTAL SHORT-TERM INVESTMENTS (Cost $937,944)
    
  937,944 
 
    
    
Total Investments (Cost $85,458,043) - 118.8%
    
  76,317,840 
Liabilities in Excess of Other Assets - (18.8)%
    
  (12,054,639)
TOTAL NET ASSETS - 100.0%
    
 $64,263,201 
 
Percentages are stated as a percent of net assets.
 
(a) 
Non-income producing security.
(b) 
All or a portion of this security is out on loan as of March 31, 2020.
(c) 
The rate quoted is the annualized seven-day yield at March 31, 2020.
(d) 
Affiliated security. Please refer to Note 9 of the Notes to Financial Statements.
 
The Global Industry Classification Standard (GICS®) was developed by and/or is the exclusive property of MSCI, Inc. and Standard & Poor's Financial Services LLC (“S&P”). GICS is a service mark of MSCI and S&P and has been licensed for use by U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services ("Fund Services").
 
The accompanying notes are an integral part of these financial statements.
 
 
15
 
Etho Climate Leadership U.S. ETF
 
STATEMENT OF ASSETS AND LIABILITIES
As of March 31, 2020 (Unaudited)
 

 
 
Etho Climate Leadership U.S. ETF
 
ASSETS
 
 
 
Investments in unaffiliated securities, at value*
 $73,913,840 
Investments in affiliated securities, at value*
  2,404,000 
Total Investments in securities, at value
  76,317,840 
Cash
  653 
Receivables:
    
Dividends and interest receivable
  61,032 
Securities lending income receivable
  5,435 
Total Assets
  76,384,960 
 
    
LIABILITIES
    
Collateral received for securities loaned (Note 7)
  12,097,206 
Payables:
    
Management fees payable
  24,553 
Total Liabilities
  12,121,759 
Net Assets
 $64,263,201 
 
    
NET ASSETS CONSIST OF:
    
Paid-in Capital
 $73,307,516 
Total Distributable Earnings
  (9,044,315)
Net Assets
 $64,263,201 
 
    
*Identified Cost:
    
Investments in unaffiliated securities
 $82,945,187 
Investments in affiliated securities
  2,512,856 
 
    
Shares Outstanding^
  1,950,000 
Net Asset Value, Offering and Redemption Price per Share
 $32.96 
 
^     No par value, unlimited number of shares authorized
 
The accompanying notes are an integral part of these financial statements.
 
 
16
 
 
Etho Climate Leadership U.S. ETF
 
STATEMENT OF OPERATIONS
For the Period Ended March 31, 2020 (Unaudited)
 

 
 
Etho Climate Leadership U.S. ETF
 
INVESTMENT INCOME
 
 
 
Income:
 
 
 
Dividends from unaffiliated securities (net of foreign withholdings tax of $248)
 $512,837 
Interest
  2,060 
Securities lending income
  12,881 
Total Investment Income
  527,778 
Expenses:
    
Management fees
  154,640 
Total Expenses
  154,640 
Net Investment Income
  373,138 
 
    
REALIZED & UNREALIZED GAIN (LOSS) ON INVESTMENTS
    
Net Realized Gain (Loss) on:
    
Unaffiliated investments
  87,937 
Affiliated investments
  - 
In-Kind redemptions
  587,399 
Closed-End Funds
  140 
Net Realized Gain (Loss) on Investments and In-Kind Redemptions
  675,476 
Net Change in Unrealized Appreciation (Depreciation) of:
    
Unaffiliated investments
  (14,169,951)
Affiliated investments
  (108,856)
Net change in Unrealized Appreciation (Depreciation) of Investments
  (14,278,807)
Net Realized and Unrealized Gain (Loss) on Investments
  (13,603,331)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS
 $(13,230,193)
 
The accompanying notes are an integral part of these financial statements.
 
 
17
 
 
Etho Climate Leadership U.S. ETF
 
STATEMENTS OF CHANGES IN NET ASSETS
 

 
 
Period Ended
March 31,
2019
(Unaudited)
 
 
Year Ended
September 30,
2019
 
 
 
 
 
 
 
 
OPERATIONS
 
 
 
 
 
 
Net investment income
 $373,138 
 $393,689 
Net realized gain (loss) on investments and In-Kind Redemptions
  675,476 
  3,707,775 
Net change in unrealized appreciation (depreciation) of investments
  (14,278,807)
  (487,529)
Net increase (decrease) in net assets resulting from operations
 $(13,230,193)
 $3,613,935 
 
    
    
DISTRIBUTIONS TO SHAREHOLDERS
    
    
Total Distributions to Shareholders
  (302,500)
  (412,276)
 
    
    
CAPITAL SHARE TRANSACTIONS
    
    
Net increase (decrease) in net assets derived from net change in outstanding shares
  24,364,840 
  14,602,580 
Net increase (decrease) in net assets
 $10,832,147 
 $17,804,239 
 
    
    
NET ASSETS
    
    
Beginning of Period/Year
  53,431,054 
  35,626,815 
End of Period/Year
 $64,263,201 
 $53,431,054 
 
Summary of share transactions is as follows:
 
 
 
Period Ended March 31, 2019 (Unaudited)
 
 
Year Ended September 30, 2019
 
 
 
Shares
 
 
Amount
 
 
Shares
 
 
Amount
 
Shares Sold
  650,000 
 $26,428,540 
  900,000 
 $33,675,925 
Shares Redeemed
  (50,000)
  (2,063,700)
  (500,000)
  (19,073,345)
Net Transactions in Fund Shares
  600,000 
 $24,364,840 
  400,000 
 $14,602,580 
Beginning Shares
  1,350,000 
    
  950,000 
    
Ending Shares
  1,950,000 
    
  1,350,000 
    
 
The accompanying notes are an integral part of these financial statements.
 
 
18
 
 
Etho Climate Leadership U.S. ETF
 
FINANCIAL HIGHLIGHTS
For a capital share outstanding throughout the period/year
 

 
 
Period Ended
March 31, 2019 (Unaudited)
 
 
Year Ended
September 30, 2019
 
 
Year Ended
September 30, 2018
 
 
Year Ended
September 30, 2017
 
 
Period Ended
September 30, 20161
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net Asset Value, Beginning of Period/Year
 $39.58 
 $37.50 
 $32.01 
 $27.00 
 $25.00 
Income from Investment Operations:
    
    
    
    
    
Net investment income 2
  0.22 
  0.33 
  0.29 
  0.31 
  0.23 
Net realized and unrealized gain (loss) on investments
  (6.67)
  2.08 
  5.51 
  5.09 
  1.87 
Total from investment operations
  (6.45)
  2.41 
  5.80 
  5.40 
  2.10 
Less Distributions:
    
    
    
    
    
Distributions from net investment income
  (0.17)
  (0.33)
  (0.29)
  (0.25)
  (0.10)
Net realized gains
  - 
  - 
  (0.02)
  (0.14)
  - 
Total distributions
  (0.17)
  (0.33)
  (0.31)
  (0.39)
  (0.10)
Net asset value, end of period/year
 $32.96 
 $39.58 
 $37.50 
 $32.01 
 $27.00 
Total Return
  -16.37%3
  6.53%
  18.16%
  20.14%
  8.43%3
 
    
    
    
    
    
Ratios/Supplemental Data:
    
    
    
    
    
Net assets at end of period/year (000's)
 $64,263 
 $53,431 
 $35,627 
 $19,208 
 $6,751 
 
    
    
    
    
    
Expenses to Average Net Assets
  0.69%4
  0.45%
  0.45%
  0.45%
  0.50%4
Net Investment Income to Average Net Assets
  1.66%4
  0.88%
  0.82%
  1.03%
  1.04%4
Portfolio Turnover Rate
  1%3
  41%
  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.
 
 
19
Etho Climate Leadership U.S. ETF
 
NOTES TO FINANCIAL STATEMENTS
March 31, 2020 (Unaudited)
NOTE 1 – ORGANIZATION
 
Etho Climate Leadership U.S. ETF (the “Fund”) is a series of ETF Managers Trust (the “Trust”), an open-end management investment company consisting of multiple investment series, organized as a Delaware statutory trust on July 1, 2009. The Trust is registered with the SEC under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company and the offering of the Fund’s shares (“Shares”) is registered under the Securities Act of 1933, as amended (the “Securities Act”). The Fund seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of the Etho Climate Leadership Index™ Index (“the Index”). The Fund commenced operations on November 18, 2015.
 
The Fund currently offers one class of shares, which has no front end sales load, no deferred sales charges, and no redemption fees. The Fund may issue an unlimited number of shares of beneficial interest, with no par value. All shares of the Fund have equal rights and privileges.
 
Shares of the Fund are listed and traded on the NYSE Arca, Inc. Market prices for the Shares may be different from their net asset value (“NAV”). The Fund issues and redeems Shares on a continuous basis at NAV only in blocks of 50,000 shares, called “Creation Units.” Creation Units are issued and redeemed principally in-kind for securities included in the Index. Once created, Shares generally trade in the secondary market at market prices that change throughout the day in quantities less than a Creation Unit. Except when aggregated in Creation Units, Shares are not redeemable securities of the Fund. Shares of the Fund may only be purchased or redeemed by certain financial institutions (“Authorized Participants”). An Authorized Participant is either (i) a broker-dealer or other participant in the clearing process through the Continuous Net Settlement System of the National Securities Clearing Corporation or (ii) a DTC participant and, in each case, must have executed a Participant Agreement with the Distributor. Most retail investors do not qualify as Authorized Participants nor have the resources to buy and sell whole Creation Units. Therefore, they are unable to purchase or redeem the Shares directly from the Fund. Rather, most retail investors may purchase Shares in the secondary market with the assistance of a broker and may be subject to customary brokerage commissions or fees.
 
Authorized Participants transacting in Creation Units for cash may pay an additional variable charge to compensate the relevant Fund for certain transaction costs (i.e., brokerage costs) and market impact expenses relating to investing in portfolio securities. Such variable charges, if any, are included in “Transaction Fees” in the Statements of Changes in Net Assets.
 
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES
 
The following is a summary of significant accounting policies consistently followed by the Fund. These policies are in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
 
The Fund follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board Accounting Standard Codification Topic 946 Financial Services –Investment Companies.
 
The Fund may invest in certain other investment companies (underlying funds). For specific investments in underlying funds, please refer to the complete schedule of portfolio holdings on Form N-CSR(S) for this reporting period, which is filed with the U.S. Securities and Exchange Commission (SEC). For more information about the underlying Fund’s operations and policies, please refer to those Funds’ semiannual and annual reports, which are filed with the SEC.
 
 
20
Etho Climate Leadership U.S. ETF
 
NOTES TO FINANCIAL STATEMENTS
March 31, 2020 (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, 2020, the Fund did not hold any fair valued securities.
 
  
As described above, the Fund utilizes various methods to measure the fair value of its investments on a recurring basis. U.S. GAAP establishes a hierarchy that prioritizes inputs to valuation methods. The three levels of inputs are:
  
  
 
Level 1 
Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access.
  
  
 
Level 2 
Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.
 
Level 3 
Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available; representing the Fund’s own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.
  
  
 
  
The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.
  
  
 
  
The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety, is determined based on the lowest level input that is significant to the fair value measurement in its entirety.
  
 
  
The following table presents a summary of the inputs used to value the Funds’ net assets as of March 31, 2020:
 
 
21
Etho Climate Leadership U.S. ETF
 
NOTES TO FINANCIAL STATEMENTS
March 31, 2020 (Unaudited) (Continued)
 
Etho Climate Leadership U.S. ETF
Assets^
 
Level 1
 
 
Level 2
 
 
Level 3
 
 
Total
 
Common Stocks
 $63,086,980 
 $ 
 $ 
 $63,086,980 
Closed-End Funds
  176,710 
   
   
  176,710 
Short-Term Investments
  937,944 
   
   
  937,944 
Investments Purchased with Securities Lending Collateral*
   
   
   
  12,116,206 
Total Investments in Securities
 $64,201,634 
 $ 
 $ 
 $76,317,840 
 
^ See Schedule of Investments for classifications by sector or country.
 
* Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy. The fair value amounts presented in the table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Schedule of Investments.
 
B. 
Federal Income Taxes. The Fund has elected to be taxed as a “regulated investment company” and intends to distribute substantially all taxable income to its shareholders and otherwise comply with the provisions of the Internal Revenue Code applicable to regulated investment companies. Therefore, no provisions for federal income taxes or excise taxes have been made.
  
 
  
To avoid imposition of the excise tax applicable to regulated investment companies, the Fund intends to declare each year as dividends, in each calendar year, at least 98.0% of its net investment income (earned during the calendar year) and 98.2% of its net realized capital gains (earned during the twelve months ended October 31) plus undistributed amounts, if any, from prior years.
  
 
  
Net capital losses incurred after October 31, within the taxable year are deemed to arise on the first business day of the Fund’s next taxable year.
  
 
  
The Fund recognizes the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities. The Fund has analyzed its tax position and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions expected to be taken in the Fund’s 2019 tax returns. The Fund identifies its major tax jurisdictions as U.S. Federal, the State of New Jersey, and the State of Delaware; however the Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months.
 
As of March 31, 2020, management has reviewed the tax positions for open periods (for federal purposes, three years from the date of filing and for state purposes, four years from the date of filing) as applicable to the Fund, and has determined that no provision for income tax is required in the Fund’s financial statements.
  
 
C. 
Security Transactions and Investment Income. Investment securities transactions are accounted for on the trade date. Gains and losses realized on sales of securities are determined on a specific identification basis. Discounts/premiums on debt securities purchased are accreted/amortized over the life of the respective securities using the effective interest method. Dividend income is recorded on the ex-dividend date. Interest income is recorded on an accrual basis. Income, including gains, from investments in foreign securities received by the Fund may be subject to income, withholding or other taxes imposed by foreign countries.
  
 
 
 
22
Etho Climate Leadership U.S. ETF
 
NOTES TO FINANCIAL STATEMENTS
March 31, 2020 (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.
 
 
23
Etho Climate Leadership U.S. ETF
 
NOTES TO FINANCIAL STATEMENTS
March 31, 2020 (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 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 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.
 
 
24
Etho Climate Leadership U.S. ETF
 
NOTES TO FINANCIAL STATEMENTS
March 31, 2020 (Unaudited) (Continued)
 
The Advisor pays each independent Trustee a quarterly fee for service to the Fund. Each Trustee is also reimbursed by the Advisor for all reasonable out-of-pocket expenses incurred in connection with his duties as Trustee, including travel and related expenses incurred in attending Board meetings.
 
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, 2020, the Fund did not incur any 12b-1 expenses.
 
NOTE 6 - PURCHASES AND SALES OF SECURITIES
 
The costs of purchases and sales of securities, excluding short-term securities and in-kind transactions, for the period ended March 31, 2020:
 
 
 
Purchases
 
 
Sales
 
Etho Climate Leadership U.S. ETF
 $3,358,527 
 $848,890 
 
The costs of purchases and sales of in-kind transactions associated with creations and redemptions for the period ended March 31, 2020:
 
 
 
Purchases
 
 
Sales
 
 
 
In-Kind
 
 
In-Kind
 
 
 
 
 
 
 
 
Etho Climate Leadership U.S. ETF
 $25,969,077 
 $2,010,538 
 
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, 2020.
 
NOTE 7 — SECURITIES LENDING
 
The Fund may lend up to 33 1/3% of the value of the securities in its portfolio to brokers, dealers and financial institutions (but not individuals) under terms of participation in a securities lending program administered by U.S. Bank N.A. (“the Custodian”). The securities lending agreement requires that loans are collateralized at all times in an amount equal to at least 102% of the value of any loaned securities at the time of the loan, plus accrued interest. The Fund receives compensation in the form of fees and earn interest on the cash collateral. The amount of fees depends on a number of factors including the type of security and length of the loan. The Fund continues to receive interest payments or dividends on the securities loaned during the borrowing period. Gain or loss in the fair value of securities loaned that may occur during the term of the loan will be for the account of the Fund. The Fund has the right under the terms of the securities lending agreement to recall the securities from the borrower on demand. As of March 31, 2020, the Fund had loaned securities and received cash collateral for the loans. The cash collateral is invested by the Custodian in accordance with approved investment guidelines. Those guidelines require the cash collateral to be invested in readily marketable, high quality, short-term obligations; 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
 
 
25
Etho Climate Leadership U.S. ETF
 
NOTES TO FINANCIAL STATEMENTS
March 31, 2020 (Unaudited) (Continued)
 
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, 2020, the value of the securities on loan and payable for collateral due to broker were as follows:
 
Value of Securities on Loan Collateral Received
Fund
 
Values of Securities on Loan
 
 
Fund Collateral Received*
 
Etho Climate Leadership U.S. ETF
 $11,603,638 
 $12,093,568 
 
* The cash collateral received was invested in the ETFMG Sit Ultra Short ETF and the Mount Vernon Liquid Assets Portfolio as shown on the Schedule of Investments, an investment with an overnight and continuous maturity.
 
NOTE 8 – FEDERAL INCOME TAXES
 
The components of distributable earnings (losses) and cost basis of investments for federal income tax purposes at September 30, 2019 were as follows:
 
 
 
Cost
 
 
Gross
Unrealized
Appreciation
 
 
Gross
Unrealized
Depreciation
 
 
Net
Unrealized
Appreciation
(Depreciation)
 
Etho Climate Leadership U.S. ETF
 $64,893,325 
 $6,816,865 
 $(1,945,148)
 $4,871,717 
 
 
 
Undistributed Ordinary Income
 
 
Undistributed Long-Term
Gain
 
 
Total Distributable Earnings
 
 
Other Accumulated (Loss)
 
 
Total Accumulated Gain
 
Etho Climate Leadership U.S. ETF
 $1,750 
 $ 
 $1,750 
 $(385,089)
 $4,488,378 
 
As of September 30, 2019, the Fund had accumulated capital loss carryovers of:
 
 
 
Capital Loss Carryover
ST
 
 
Capital Loss
Carryover
LT
 
Expires
Etho Climate Leadership U.S. ETF
 $215,102 
 $169,987 
Indefinite
 
Under current tax law, capital and currency losses realized after October 31 of a Fund’s fiscal year may be deferred and treated as occurring on the first business day of the following fiscal year for tax purposes. The following Funds had deferred post-October capital and currency losses, which will be treated as arising on the first business day of the year ended September 30, 2019.
 
 
 
Late Year Ordinary Loss
 
 
Post-October Capital Loss
 
Etho Climate Leadership U.S. ETF
 
None
 
 
None
 
 
 
26
Etho Climate Leadership U.S. ETF
 
NOTES TO FINANCIAL STATEMENTS
March 31, 2020 (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, 2019, the following table shows the reclassifications made:
 
 
 
Total
Distributable
Earnings/(Loss)
 
 
Paid-In
Capital
 
Etho Climate Leadership U.S. ETF
 $(3,890,630)
 $3,890,630 
 
The tax character of distributions paid by the Fund during the fiscal years ended September 30, 2019 and September 30, 2018 are as follows:
 
 
 
Year Ended
September 30, 2019
 
 
Year Ended
September 30, 2018
 
 
 
From
Ordinary Income
 
 
From
Capital Gains
 
 
From
Ordinary Income
 
 
From
Capital Gains
 
Etho Climate Leadership U.S. ETF
 $412,276 
 $ 
 $248,686 
 $ 
 
NOTE 9 – INVESTMENTS IN AFFILIATES
 
ETFMG Etho Climate Leadership U.S. ETF
ETFMG Sit Ultra Short ETF is deemed to be affiliates of the Fund as defined by the 1940 Act as of the period ended March 31, 2020.  Transactions during the period in these securities were as follows:
 
Security Name
 
Value at September 30, 2019
 
 
Purchases
 
 
Sales
 
 
Realized Gain (Loss)
 
 
Change in Unrealized Appreciation (Depreciation)
 
 
Dividend Income
 
 
Value at March 31, 2020
 
 
Ending Shares
 
ETFMG Sit Ultra Short ETF *
 $- 
  2,512,856 
  - 
 $- 
 $(108,856)
 $- 
 $2,404,000 
  50,000 
 
*Affiliate as of March 31, 2020.
 
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.
 
 
27
Etho Climate Leadership U.S. ETF
 
NOTES TO FINANCIAL STATEMENTS
March 31, 2020 (Unaudited) (Continued)
 
NOTE 11 – LEGAL MATTERS
 
The Trust, a former and current trustee of the Trust, the Adviser and certain officers of the Adviser were defendants in an action filed May 2, 2017 in the Superior Court of New Jersey captioned PureShares, LLC d/b/a PureFunds et al. v. ETF Managers Group, LLC et al. (“Nasdaq”), Docket No. C-63-17. The PureShares action alleged claims based on disputes arising out of contractual relationships with the Adviser relating to certain series of the Trust. The action sought damages in unspecified amounts and injunctive relief based on breach of contract, wrongful termination, and several other claims.
 
The Adviser and its parent, Exchange Traded Managers Group, LLC (“ETFMG”), were defendants in a case filed on October 26, 2017 in the United States District Court for the Southern District of New York by NASDAQ, Inc. (“Nasdaq”) captioned Nasdaq, Inc. v. Exchange Traded Managers Group, LLC et al., Case 1:17-cv-08252. This action arose out of the same facts and circumstances, and relates to the same series of the Trust, as the New Jersey litigation and asserted claims for breach of contract, conversion and certain other claims. The matter was the subject of a bench trial in May 2019, and on December 20, 2019, the Court issued an Opinion and Order awarding compensatory damages to Plaintiff in the amount of $78,403,172.36, plus prejudgment interest. The Court also denied Plaintiff’s requests for punitive damages and equitable relief.
 
On May 1, 2020, Nasdaq, PureShares LLC (“PureShares”), and ETFMG announced a global settlement that resolves all claims in both the PureShares action and the Nasdaq action. The settlement is subject to future negotiations and approvals among independent third parties. As part of the settlement, Nasdaq and ETFMG have agreed to certain cash payments from ETFMG to Nasdaq and PureShares, and have executed an asset purchase agreement to transfer certain ETFMG intellectual property and related assets, to a Nasdaq affiliate. The transaction is expected to close in the last half of 2020. The Adviser does not believe that the resolution of these matters will have a material adverse effect on the Funds' financial statements. If the events set forth in the settlement agreement do not occur, and a subsequent settlement is not reached, the resulting conditions may adversely affect the Adviser's future operations.
 
NOTE 12 – 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, other than those disclosed in Note 11 above.
 
 
28
Etho Climate Leadership U.S. ETF
 
APPROVAL OF ADVISORY AGREEMENT AND BOARD CONSIDERATIONS
For the Period Ended March 31, 2020 (Unaudited)
 
Pursuant to Section 15(c) of the Investment Company Act of 1940 (the “1940 Act”), at a meeting held on March 24, 2020, the Board of Trustees (the “Board”) of ETF Managers Trust (the “Trust”) considered the renewal of the Amended and Restated 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 24, 2020, 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 Independent Trustees conferred amongst themselves and independent legal counsel during a telephonic contract renewal meeting held prior to the March 24, 2020 meeting and also conferred in executive sessions both with and without representatives of management before and during the March 24th meeting. The Independent Trustees requested, received and considered additional information arising out of these executive sessions.
 
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
 
 
29
Etho Climate Leadership U.S. ETF
 
APPROVAL OF ADVISORY AGREEMENT AND BOARD CONSIDERATIONS
For the Period Ended March 31, 2020 (Unaudited) (Continued)
 
 
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”), as well as the Adviser’s response to the market volatility and uncertainty during the recent pandemic.
 
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 Fund’s performance with the performance of a group of peer funds and with the performance of the Fund’s underlying index for various time periods. 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. The Board noted management’s representations that the Fund’s performance satisfactorily tracked its underlying index, and 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, Profits 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 of the Fund was lower than the average and median expense ratios of its peer ETFs. The Board took into consideration management’s discussion of the fees, including that the Fund has a niche investment strategy that is substantially different than the strategies of many of the peer ETFs.
 
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 charges on any borrowings, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, extraordinary expenses (such as, among other things and subject to Board approval, non-standard Board-related expenses and litigation against the Board, Trustees, Fund, Adviser, and officers of the Adviser), and distribution (12b-1) fees and expenses. The Board also 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 concluded that the advisory fee for the Fund is reasonable in light of the factors considered.
 
The Board also evaluated the compensation and other benefits received by the Adviser from its relationship with the Fund, taking into account the profitability analysis provided by the Adviser. The Board received and reviewed a profitability analysis that detailed the revenues earned and the expenses incurred by the Adviser with respect to the Fund and considered how profit margins could affect the Adviser’s ability to attract and retain high quality personnel. Based on the information provided to the Trustees, the Trustees concluded that the level of profits realized by the Adviser from providing
 
 
30
Etho Climate Leadership U.S. ETF
 
APPROVAL OF ADVISORY AGREEMENT AND BOARD CONSIDERATIONS
For the Period Ended March 31, 2020 (Unaudited) (Continued)
 
 
services to the Fund was not excessive in view of the nature, extent and quality of services provided to the Fund. The Board further considered other benefits derived by the Adviser and its affiliates from the Adviser’s relationship with the Fund, including contributions by the Fund’s index provider for the payment of Fund expenses and services provided by certain brokerage firms.
 
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 and effectively acts as a cap on the fees and expenses (except as noted above) that are borne by the Fund. The Board noted that the Adviser still bears most of the ordinary fees and expenses of the Fund and that the Fund would likely experience benefits from the unitary fee at the Fund’s projected asset levels. The Board also noted that the Fund commenced operations on November 18, 2015 and that, as of February 29, 2020, the Fund had approximately $74 million in assets. The Board recognized that there would not likely be any additional economies of scale until the Fund’s assets grow.
 
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.
 
 
 
31
Etho Climate Leadership U.S. ETF
 
Expense Example
Six Months Ended March 31, 2020 (Unaudited)
 
As a shareholder of the Fund you incur two types of costs: (1) transaction costs, including brokerage commissions on purchases and sales of Fund shares, 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 for the period of time as indicated in the table below.
 
Actual Expenses
The first line of the table provides information about actual account values based on actual returns and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then, multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period'' to estimate the expenses you paid on your account during this period.
 
Hypothetical Example for Comparison Purposes
The second line of the table provides information about hypothetical account values based on a hypothetical return and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as brokerage commissions paid on purchases and sales of Fund shares. Therefore, the second line of the table is useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. If these transactional costs were included, your costs would have been higher.
 
Etho Climate Leadership U.S. ETF
 
 
 
Beginning
Account Value
October 1, 2019
 
 
Ending
Account Value
March 31, 2020
 
 
Expenses Paid
During the Period^
 
 
Annualized Expense Ratio
During Period
October 1, 2019 to
March 31, 2020
 
Actual
 $1,000.00 
 $836.30 
 $2.07 
  0.45%
 
    
    
    
    
Hypothetical (5% annual)
 $1,000.00 
 $1,022.75 
 $2.28 
  0.45%
 
^ The dollar amounts shown as expenses paid during the period are equal to the annualized six-month expense ratio multiplied by the average account value during the period, multiplied by 183/366 (to reflect the number of days in the period).
 
32
Etho Climate Leadership U.S. ETF
 
Statement Regarding Liquidity Risk Management Program (unaudited)
 
ETF Managers Trust (the “Trust”) has adopted a liquidity risk management program (the “Program”). The Trust’s Board of Trustees (the “Board”) has designated ETF Managers Group LLC (the “Program Administrator”) as the administrator of the Program. The Program Administrator has designated a committee (the “Committee”), composed of personnel from multiple departments, including investment operations and compliance, that is responsible for the implementation and ongoing administration of the Program, which includes assessing the liquidity risk of the Etho Climate Leadership U.S. ETF (the “Fund”) under both normal and reasonably foreseeable stressed conditions.
 
Under the Program, the Program Administrator assesses, manages and periodically reviews the Fund’s liquidity risk, based on factors specific to the circumstances of the Fund. Liquidity risk is the risk that the Fund could not meet shareholder redemption requests without significant dilution of remaining shareholders’ interests in the Fund. This risk is managed by monitoring the degree of liquidity of the Fund’s investments and limiting the amount of the Fund’s illiquid investments, among other means. The Program Administrator’s process of determining the degree of liquidity of the Fund’s investments is supported by one or more third-party liquidity assessment vendors.
 
At a meeting of the Board on March 24, 2020, the Adviser provided a written report to the Board addressing the operation, and the adequacy and effectiveness of the implementation, of the Program, including, the operation of any Highly Liquid Investment Minimum, where applicable, and any material changes to the Program, for the initial period from December 1, 2018 through February 29, 2020 (the “Reporting Period”). No significant liquidity events impacting the Fund were noted in the report and it was represented that, as of December 31, 2019, the Fund was primarily highly liquid and, during the Reporting Period, the Fund held less than 15% in illiquid securities. In addition, the Program Administrator provided its assessment that Program implementation was effective and that the Program operated adequately and effectively to enable the Program Administrator to oversee and manage liquidity risk and ensure the Fund is able to meet requests to redeem shares without significant dilution to the remaining investors’ interest in the Fund.
 
There can be no assurance that the Program will achieve its objectives in the future. Please refer to the Fund’s prospectus for more information regarding the Fund’s exposure to liquidity risk and other principal risks to which an investment in the Fund may be subject.
 
 
33
Etho Climate Leadership U.S. ETF
 
SUPPLEMENTARY INFORMATION
March 31, 2020 (Unaudited)
 
NOTE 1 – FREQUENCY DISTRIBUTION OF PREMIUMS AND DISCOUNTS
 
Information regarding how often shares of the Fund traded on the Exchange at a price above (i.e., at a premium) or below (i.e., at a discount) the NAV is available on the Fund’s website at www.ethoetf.com.
 
NOTE 2 - FEDERAL TAX INFORMATION
 
Qualified Dividend Income/Dividends Received Deduction
 
For the fiscal year ended September 30, 2019, certain dividends paid by the Fund may be subject to a maximum tax rate of 15%, as provided for by the Jobs and Growth Tax Reconciliation Act of 2003. The percentage of dividends declared from ordinary income designated as qualified dividend income was as follows:
 
Fund Name
QDI
Etho Climate Leadership U.S. ETF
100.00%
 
For corporate shareholders, the percent of ordinary income distributions qualifying for the corporate dividends received deduction for the fiscal year ended September 30, 2019 was as follows:
 
Fund Name
DRD
Etho Climate Leadership U.S. ETF
100.00%
 
Short Term Capital Gain
 
The percentage of taxable ordinary income distributions that are designated as short-term capital gain distributions under Internal Revenue Section 871 (k)(2)(C) for the Fund was as follows:
 
Fund Name
Short-Term Capital Gain
Etho Climate Leadership U.S. ETF
0.00%
 
NOTE 3 - INFORMATION ABOUT PORTFOLIO HOLDINGS
 
The Fund files a complete schedule of portfolio holdings with the SEC for its first and third fiscal quarters on Part F of Form N-PORT. Once filed, the Fund's Part F of Form N-PORT is available without charge, upon request on the SEC's website (www.sec.gov) and is available by calling (877) 756-7873. The Fund’s portfolio holdings are posted on the Fund’s website at www.ethoetf.com daily.
 
NOTE 4 - INFORMATION ABOUT PROXY VOTING
 
A description of the policies and procedures the Fund uses to determine how to vote proxies relating to portfolio securities is provided in the Statement of Additional Information (“SAI”). The SAI is available without charge upon request by calling toll-free at 1-844-ETF-MGRS (1-844-383-6477), by accessing the SEC’s website at www.sec.gov, or by accessing the Fund’s website at www.ethoetf.com.
 
Information regarding how the Fund voted proxies relating to portfolio securities during the period ending June 30 is available by calling toll-free at 1-844-ETF-MGRS (1-844-383-6477) or by accessing the SEC’s website at www.sec.gov.
 
Carefully consider the Fund’s investment objectives, risk factors, charges, and expenses before investing. This and additional information can be found in the Fund’s prospectus, which may be obtained by calling 1-844-ETF-MGRS (1-844-383-6477) or by visiting www.ethoetf.com. Read the prospectus carefully before investing.
 
 
34
Etho Climate Leadership U.S. ETF
 
Board of Trustees
 
Set forth below are the names, birth years, positions with the Trust, length of term of office, and the principal occupations and other directorships held during at least the last five years of each of the persons currently serving as a Trustee of the Trust, as well as information about each officer. The business address of each Trustee and officer is 30 Maple Street, 2nd Floor, Summit, New Jersey 07901. The SAI includes additional information about Fund directors and is available, without charge, upon request by calling 1-844-ETF-MGRS (1-844-383-6477).
 
Name and Year of Birth
Position(s) Held with the Trust, Term of Office and Length of Time Served
Principal Occupation(s) During Past 5 Years
Number of Portfolios in Fund Complex Overseen By Trustee
Other Directorships Held by Trustee During Past 5 Years
Interested Trustee and Officers
Samuel Masucci, III (1962)
Trustee, Chairman of the Board and President (since 2012); Secretary (since 2014)
Chief Executive Officer, Exchange Traded Managers Group LLC (since 2013); Chief Executive Officer, ETF Managers Group LLC (since 2016); Chief Executive Officer, ETF Managers Capital LLC (commodity pool operator) (since 2014); Chief Executive Officer (2012-2016) and Chief Compliance Officer (2012-2014), Factor Advisors, LLC (investment adviser); President and Chief Executive Officer, Factor Capital Management LLC (2012-2014) (commodity pool operator);
11
None
John A. Flanagan, (1946)
Treasurer (since 2015)
President, John A. Flanagan CPA, LLC (accounting services) (since 2010); Treasurer, ETF Managers Trust (since 2015); Principal Financial Officer, ETF Managers Capital, LLC (commodity pool operator) (since 2015)
n/a
n/a
Reshma A. Tanczos (1978)
Chief Compliance Officer (since 2016)
Chief Compliance Officer, ETF Managers Group LLC (since 2016); Chief Compliance Officer, ETF Managers Capital LLC (since 2016); Partner, Crow & Cushing (law firm) (2007-2016).
n/a
n/a
 
* Mr. Masucci is an interested Trustee by virtue of his role as the Chief Executive Officer of the Adviser.
 
 
35
Etho Climate Leadership U.S. ETF
 
 
Board of Trustees (Continued)
 
Name and Year of Birth
Position(s) Held with the Trust, Term of Office and Length of Time Served
Principal Occupation(s) During Past 5 Years
Number of Portfolios in Fund Complex Overseen By Trustee
Other Directorships Held by Trustee During Past 5 Years
Independent Trustees
Terry Loebs (1963)
 Trustee (since 2014)
Founder and Managing Member, Pulsenomics LLC (index product development and consulting firm) (since 2011); Managing Director, MacroMarkets, LLC (exchange-traded products firm) (2006-2011). 
11
None
Jared A. Chase (1955)
Trustee (since 2018)
Chief Operating and Financial Officer, Root Capital (a 501(c)(3) non-profit lender); Chairman, State Street Global Alliance LLC, State Street Corporation (2007-2012); Head of Global Treasury, Liability Management, Money Markets & Derivatives, State Street Corporation (2004-2007)
11
None
 
 
36
 
 
Advisor
ETF Managers Group, LLC
30 Maple Street, Suite 2, Summit, NJ 07901
 
Distributor
ETFMG Financial, Inc.
30 Maple Street, Suite 2, Summit, NJ 07901
 
Custodian
U.S. Bank National Association
Custody Operations
1555 North River Center Drive, Suite 302, Milwaukee, Wisconsin 53212
 
Transfer Agent
Foreside Financial Group, LLC
111 E Kilbourn Ave, Suite 1250, 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
 
 
 
 
 
 
 
 
BlueStar Israel Technology ETF
 
TABLE OF CONTENTS
March 31, 2020 (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
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 Considerations
23
 
 
Expense Example
26
 
 
Statement Regarding Liquidity Risk Management Program
27
 
 
Information About Portfolio Holdings
28
 
 
Information About Proxy Voting
28
 
 
Trustees and Officers Table
29
 
 
 
1
 
BlueStar Israel Technology ETF
 
Dear Shareholder,
 
On behalf of the entire team, we want to express our appreciation for the confidence you have placed in the BlueStar Israel Technology Exchange-Traded Fund (“ITEQ” or the “Fund”). The following information pertains to the fiscal period from October 1, 2019 to March 31, 2020.
 
The Fund seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of the BlueStar Israel Global Technology Index (the “Index”).
 
Over the 6-month period ending March 31, 2020, the total return for the Fund was -9.48% while the total return for the Index was -9.09%. 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, Plus500, and Compugen, while the worst performers were Amdocs, Elbit Systems, and Wix.com.
 
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.
 
In late February, as COVID-19, the disease caused by the coronavirus, spread into regions beyond China, global stock markets began to experience significant declines and turbulence. As we write this letter in late April, the course of the coronavirus outbreak remains uncertain, and markets are likely to remain volatile in response to any news or government action concerning the virus. While markets continue working to assess the economic impact of the virus and the public health measures taken in response, it is still unclear what the costs will be and how long the effects will last, but history has shown that markets recover from downturns. For investors, we believe the most important course of action is to remain focused on your long-term goals, and to consult with your financial advisor.
 
There is much ahead for Israeli Technology companies and we are thankful you have joined us. You can find further details about ITEQ by visiting www.etfmg.com, or by calling 1-844-ETF-MGRS. (1-844-383-6477).
 
Sincerely,
 
 
Samuel Masucci III
Chairman of the Board
 
 
2
 
 
 
Average Annual Returns
 
 
1 Year
Since Inception
Value of $10,000
Period Ended March 31, 2020
 
Return
(11/2/2015)
(3/31/2020)
BlueStar Israel Technology ETF (NAV)
-2.81%
9.02%
$14,634
BlueStar Israel Technology ETF (Market)
 
-3.95%
8.76%
$14,485
S&P 500 Index
 
 
 
-6.98%
6.95%
$13,451
BlueStar Israel Global Technology IndexTM
 
-1.88%
9.96%
$15,201
 
Performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Current performance of the Fund may be lower or higher than the performance quoted. All performance is historical and includes reinvestment of dividends and capital gains. Performance data current to the most recent month end may be obtained by calling 1-844-ETF-MGRS (1-844-383-6477).
 
The chart illustrates the performance of a hypothetical $10,000 investment made on November 2, 2015, and is not intended to imply any future performance. The returns shown do not reflect the deduction of taxes that a shareholder would pay on fund distributions from the sales of Fund shares. The chart assumes reinvestment of capital gains and dividends. The chart assumes reinvestment of capital gains and dividends, if any. The Index Returns do not reflect fees or expenses and are not available for direct investment.
 
 
3
 
BlueStar Israel Technology ETF
 
Top Ten Holdings as of March 31, 2020 (Unaudited)*
 
Security
 
 
% of Total
Investments
1
Nice, Ltd.
 
6.79%
2
Mellanox Technologies, Ltd.
 
6.27%
3
Check Point Software Technologies, Ltd.
 
5.96%
4
Novocure, Ltd.
 
5.30%
5
Amdocs, Ltd.
 
5.30%
6
Wix.com, Ltd.
 
4.70%
7
SolarEdge Technologies, Inc.
 
3.94%
8
Elbit Systems, Ltd.
 
3.20%
9
CyberArk Software, Ltd.
 
3.17%
10
Ormat Technologies
 
3.13%
 
 
 
 
 
Top Ten Holdings = 47.76% 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.
 
Past performance is not indicative of future return. A fund’s performance for very short time periods may not be indicative of future performance.
 
ITEQ
 
The BlueStar Israel Technology ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of the BlueStar Israel Global Technology IndexTM (the “Index”).
 
Investing involves risk, including the possible loss of principal. Shares of any ETF are bought and sold at market price (not NAV), may trade at a discount or premium to NAV and are not individually redeemed from the Fund. Brokerage commissions will reduce returns. Narrowly focused investments typically exhibit higher volatility.
 
The Fund invests in Israeli companies. 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 is non-diversified, meaning it may concentrate its assets in fewer individual holdings than a diversified fund.
 
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, in blocks of 50,000 shares.
 
Unlike with an actively managed fund, the Fund’s adviser does not use techniques or defensive strategies designed to lessen the effects of market volatility or to reduce the impact of periods of market decline. This means that, based on market and economic conditions, the Fund’s performance could be lower than other types of funds that may actively shift their portfolio assets to take advantage of market opportunities or to lessen the impact of a market decline.
 
Natural or environmental disasters, such as earthquakes, fires, floods, hurricanes, tsunamis and other severe weather-related phenomena generally, and widespread disease, including pandemics and epidemics, have been and may be highly disruptive to economies and markets, adversely impacting individual companies, sectors, industries, markets, currencies, interest and inflation rates, credit ratings, investor sentiment, and other factors affecting the value of the Fund’s investments. Given the increasing interdependence among global economies and markets, conditions in one country, market, or region are increasingly likely to adversely affect markets, issuers, and/or foreign exchange rates in other countries, including the U.S. Any such events could have a significant adverse impact on the value of the Fund’s investments.
 
Additionally, natural or environmental disasters, widespread disease or other public health issues, war, acts of terrorism or other events could result in increased premiums or discounts to the Fund’s NAV.
 
Distributed by ETFMG Financial LLC. ETF Managers Group LLC and ETFMG Financial LLC are wholly owned subsidiaries of Exchange Traded Managers Group LLC (collectively, “ETFMG”). ETFMG Financial LLC is not affiliated with BlueStar Indexes.
 
 
5
 
 
BlueStar Israel Technology ETF
 
PORTFOLIO ALLOCATIONS
As of March 31, 2020 (Unaudited)
 
 
 
BlueStar Israel Technology ETF
 
As a percent of Net Assets:
 
 
 
Guernsey
  6.9%
Israel
  61.8 
Jersey
  7.1 
United Kingdom
  2.1 
United States
  21.8 
Exchange Traded Funds
  2.9 
Short-Term and other Net Assets (Liabilities)
  (2.6)
 
  100.0%
 
 
6
BlueStar Israel Technology ETF
 
Schedule of Investments
March 31, 2020 (Unaudited)
 
 
 
Shares
 
 
Value
 
COMMON STOCKS - 99.7%
 
 
 
 
 
 
Guernsey - 6.9%
 
 
 
 
 
 
IT Services - 6.9%
 
 
 
 
 
 
Amdocs, Ltd.
  102,631 
 $5,641,627 
 
    
    
Israel - 61.8%
    
    
Aerospace & Defense - 4.5%
    
    
Elbit Systems, Ltd.
  26,042 
  3,400,203 
RADA Electronic Industries, Ltd. (a)
  69,191 
  242,169 
Total Aerospace & Defense
    
  3,642,372 
Biotechnology - 1.2%
    
    
FOAMIX PHARMACE - CVR (a)(b)
  127,997 
   
Galmed Pharmaceuticals, Ltd. (a)
  41,548 
  143,756 
Intec Pharma, Ltd. (a)
  332,461 
  63,201 
Kamada, Ltd. (a)
  49,399 
  299,756 
UroGen Pharma, Ltd. (a)(b)
  23,590 
  420,845 
Total Biotechnology
    
  927,558 
Communications Equipment - 3.7%
    
    
AudioCodes, Ltd.
  29,353 
  701,243 
Ceragon Networks, Ltd. (a)(b)
  161,448 
  203,424 
Gilat Satellite Networks, Ltd.
  49,563 
  367,366 
Ituran Location and Control, Ltd.
  27,914 
  396,658 
Radware, Ltd. (a)
  48,528 
  1,022,485 
Silicom, Ltd. (a)
  12,242 
  330,534 
Total Communications Equipment
    
  3,021,710 
Diversified Financial Services - 1.9%
    
    
Plus500, Ltd.
  117,091 
  1,570,735 
Health Care Equipment & Supplies - 0.9%
    
    
Brainsway, Ltd. (a)(b)
  52,026 
  192,591 
Inmode, Ltd. (a)
  16,167 
  347,590 
Intercure, Ltd. (a)
  202,576 
  246,535 
Total Health Care Equipment & Supplies
    
  786,716 
Household Durables - 0.5%
    
    
Maytronics, Ltd.
  63,711 
  402,255 
Independent Power and Renewable Electricity Producers - 1.8%
    
    
Energix-Renewable Energies, Ltd. (a)
  229,385 
  661,308 
Enlight Renewable Energy, Ltd. (a)
  783,277 
  789,138 
Total Independent Power and Renewable Electricity Producers
    
  1,450,446 
Internet & Direct Marketing Retail - 0.6%
    
    
Fiverr International, Ltd. (a)(b)
  18,911 
  475,990 
IT Services - 7.8%
    
    
Formula Systems 1985, Ltd.
  9,773 
  543,634 
Matrix IT, Ltd.
  41,236 
  676,496 
Splitit, Ltd. (a)
  556,363 
  111,221 
Wix.com, Ltd. (a)(b)
  49,620 
  5,002,688 
Total IT Services
    
  6,334,039 
Life Sciences Tools & Services - 0.9%
    
    
Compugen, Ltd. (a)(b)
  98,081 
  712,068 
 
The accompanying notes are an integral part of these financial statements.
 
 
7
BlueStar Israel Technology ETF
 
Schedule of Investments
March 31, 2020 (Unaudited) (Continued)
 
 
 
 
Shares
 
 
Value
 
Machinery - 1.4%
 
 
 
 
 
 
Kornit Digital, Ltd. (a)(b)
  47,045 
 $1,170,950 
Media - 0.4%
    
    
Tremore International, Ltd. (a)
  176,919 
  307,651 
Pharmaceuticals - 0.3%
    
    
Redhill Biopharma, Ltd. - ADR (a)(b)
  61,935 
  280,566 
Semiconductors & Semiconductor Equipment - 11.8%
    
    
Camtek, Ltd.
  40,162 
  338,164 
Mellanox Technologies, Ltd. (a)
  54,962 
  6,667,990 
Nova Measuring Instruments, Ltd. (a)
  30,076 
  993,616 
Tower Semiconductor, Ltd. (a)
  104,190 
  1,676,925 
Total Semiconductors & Semiconductor Equipment
    
  9,676,695 
Software - 22.9% (d)
    
    
Allot Communications, Ltd. (a)
  54,148 
  511,699 
Check Point Software Technologies, Ltd. (a)(b)
  63,083 
  6,342,365 
CyberArk Software, Ltd. (a)(b)
  39,430 
  3,373,631 
Hilan, Ltd.
  19,215 
  605,504 
Magic Software Enterprises, Ltd.
  43,194 
  346,991 
Nice, Ltd. (a)
  48,920 
  7,231,291 
Tufin Software Technologies Ltd. (a)
  24,217 
  212,625 
Total Software
    
  18,624,106 
Technology Hardware, Storage & Peripherals - 1.2%
    
    
Stratasys, Ltd. (a)(b)
  61,605 
  982,600 
Total Israel
    
  50,366,457 
 
    
    
Jersey - 7.1%
    
    
Health Care Equipment & Supplies - 7.0%
    
    
Novocure, Ltd. (a)(b)
  83,803 
  5,643,293 
Interactive Media & Services - 0.1%
    
    
XLMedia PLC
  397,272 
  76,485 
Total Jersey
    
  5,719,778 
 
    
    
United Kingdom - 2.1%
    
    
Communications Equipment - 0.5%
    
    
BATM Advanced Communications (a)
  677,800 
  378,852 
Hotels, Restaurants & Leisure - 0.8%
    
    
888 Holdings PLC
  432,619 
  668,470 
Software - 0.8% (d)
    
    
Sapiens International Corp. NV
  33,443 
  650,635 
Total United Kingdom
    
  1,697,957 
 
    
    
United States - 21.8%
    
    
Biotechnology - 1.1%
    
    
BrainStorm Cell Therapeutics, Inc. (a)(b)
  66,197 
  307,154 
Oncocyte Corp. (a)
  147,305 
  360,897 
Pluristem Therapeutics, Inc. (a)
  64,854 
  253,446 
Total Biotechnology
    
  921,497 
 
The accompanying notes are an integral part of these financial statements.
 
 
8
BlueStar Israel Technology ETF
 
Schedule of Investments
March 31, 2020 (Unaudited) (Continued)
 
 
 
 
 
Shares
 
 
Value
 
Electric Utilities - 4.1%
 
 
 
 
 
 
Ormat Technologies, Inc.
  48,871 
 $3,325,684 
Electronic Equipment, Instruments & Components - 0.3%
    
    
Powerfleet, Inc. (a)
  60,249 
  208,462 
Semiconductors & Semiconductor Equipment - 6.7%
    
    
CEVA, Inc. (a)
  28,881 
  720,003 
DSP Group, Inc. (a)
  34,959 
  468,451 
SolarEdge Technologies, Inc. (a)(b)
  51,223 
  4,194,139 
Total Semiconductors & Semiconductor Equipment
    
  5,382,593 
Software - 9.6% (d)
    
    
ForeScout Technologies, Inc. (a)
  42,537 
  1,343,744 
LivePerson, Inc. (a)
  66,257 
  1,552,825 
Varonis Systems, Inc. (a)(b)
  31,919 
  2,032,283 
Verint Systems, Inc. (a)
  65,297 
  2,807,771 
Total Software
    
  7,736,623 
Total United States
    
  17,574,859 
TOTAL COMMON STOCKS (Cost $79,986,098)
    
  81,000,678 
 
    
    
INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL – 31.9%
    
    
ETFMG Sit Ultra Short ETF (e)
  50,000 
  2,404,000 
Mount Vernon Liquid Assets Portfolio, LLC, 0.91% (c)
  22,780,067 
  22,780,067 
TOTAL INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL (Cost $25,292,923)
    
  25,184,067 
 
    
    
SHORT-TERM INVESTMENTS - 0.3%
    
    
Money Market Funds - 0.3%
    
    
Invesco Advisers, Inc. STIT-Treasury Portfolio - Institutional Class, 0.30% (c)
  236,059 
  236,059 
TOTAL SHORT-TERM INVESTMENTS (Cost $236,059)
    
  236,059 
 
    
    
Total Investments (Cost $105,515,080) - 130.9%
    
  106,420,804 
Liabilities in Excess of Other Assets - (30.9)%
    
  (25,123,553)
TOTAL NET ASSETS - 100.0%
    
 $81,297,251 
 
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, 2020.
(c) 
The rate quoted is the annualized seven-day yield at March 31, 2020.
(d) 
As of March 31, 2020, the Fund had a significant portion of its assets invested in the Software Industry. Please refer to Note 9 of the Notes to Financial Statements.
(e) 
Affiliated security.  Please refer to Note 9 of the Notes to Financial Statements.
 
The Global Industry Classification Standard (GICS®) was developed by and/or is the exclusive property of MSCI, Inc. and Standard & Poor's Financial Services LLC (“S&P”). GICS is a service mark of MSCI and S&P and has been licensed for use by U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services ("Fund Services").
 
The accompanying notes are an integral part of these financial statements.
 
 
9
 
BlueStar Israel Technology ETF
 
STATEMENT OF ASSETS AND LIABILITIES
As of March 31, 2020 (Unaudited)
 
 
 
BlueStar Israel Technology ETF
 
ASSETS
 
 
 
Investments in unaffiliated securities, at value*
 $104,016,804 
Investments in affiliated securities, at value*
  2,404,000 
Total investments in securities, at value
  106,420,804 
Cash 
  5,377 
Foreign currency*
  188 
Receivables:
    
Dividends and interest receivable
  72,536 
Securities lending income receivable
  16,240 
Total Assets
 $106,515,145 
 
    
LIABILITIES
    
Collateral received for securities loaned (Note 7)
  25,165,067 
Payables:
    
Management fees payable
  52,827 
Total Liabilities
  25,217,894 
Net Assets
 $81,297,251 
 
    
NET ASSETS CONSIST OF:
    
Paid-in Capital
 $83,603,680 
Total Distributable Earnings
  (2,306,429)
Net Assets
 $81,297,251 
 
    
*Identified Cost:
    
Investments in unaffiliated securities
 $103,002,224 
Investments in affiliated securities
  2,512,856 
Foreign currency
  212 
 
    
Shares Outstanding^
  2,250,000 
Net Asset Value, Offering and Redemption Price per Share
 $36.13 
 
^ No par value, unlimited number of shares authorized
 
The accompanying notes are an integral part of these financial statements.
 
 
10
 
 
BlueStar Israel Technology ETF
 
STATEMENT OF OPERATIONS
For the Period Ended March 31, 2020 (Unaudited)
 
 
 
BlueStar Israel Technology ETF
 
INVESTMENT INCOME
 
 
 
Income:
 
 
 
Dividends from unaffiliated securities (net of foreign withholdings tax of $29,972)
 $142,010 
Interest
  1,442 
Securities lending income
  96,925 
Total Investment Income
  240,377 
Expenses:
    
Management fees
  322,478 
Total Expenses
  322,478 
Net Investment Income (Loss)
  (82,101)
 
    
REALIZED & UNREALIZED GAIN (LOSS) ON INVESTMENTS
    
Net Realized Gain (Loss) on:
    
Unaffiliated Investments
  (1,409,182)
Affiliated Investments
  - 
In-Kind redemptions
  1,758,143 
Foreign currency and foreign currency translation
  (3,666)
Net Realized Gain on Investments and Foreign Currency
  345,295 
Net Change in Unrealized Appreciation (Depreciation) of:
    
Unaffiliated Investments
  (11,081,746)
Affiliated Investments
  (108,856)
Foreign currency and foreign currency translation
  2 
Net Change in Unrealized Appreciation (Depreciation) of Investments and Foreign Currency
  (11,190,600)
Net Realized and Unrealized Gain (loss) on Investments
  (10,845,305)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS
 $(10,927,406)
 
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,
2020
(Unaudited)
 
 
Year Ended
September 30,
2019
 
 
 
 
 
 
 
 
OPERATIONS
 
 
 
 
 
 
Net investment income (loss)
 $(82,101)
 $(72,720)
Net realized gain (loss) on investments
  345,295 
  340,737 
Net change in unrealized appreciation (depreciation) of investments
  (11,190,600)
  5,481,582 
Net increase (decrease) in net assets resulting from operations
  (10,927,406)
  5,749,599 
 
    
    
DISTRIBUTIONS TO SHAREHOLDERS
    
    
Net investment income
  - 
  (150,718)
Return of Capital
  - 
  (14,773)
Total distributions from distributable earnings
  - 
  (165,491)
 
    
    
CAPITAL SHARE TRANSACTIONS
    
    
Net increase (decrease) in net assets derived from net change in outstanding shares
  18,378,005 
  7,019,455 
Net increase (decrease) in net assets
 $7,450,599 
 $12,603,563 
NET ASSETS
    
    
Beginning of Year/Period
  73,846,652 
  61,243,089 
End of Year/Period
 $81,297,251 
 $73,846,652 
 
Summary of share transactions is as follows:
 
 
 
Period Ended
March 31, 2020
(Unaudited)
 
 
Year Ended
September 30, 2019
 
 
 
Shares
 
 
Amount
 
 
Shares
 
 
Amount
 
Shares Sold
  550,000 
 $24,541,275 
  500,000 
 $19,192,040 
Shares Redeemed
  (150,000)
  (6,163,270)
  (350,000)
  (12,172,585)
 
  400,000 
 $18,378,005 
  150,000 
 $7,019,455 
Beginning Shares
  1,850,000 
    
  1,700,000 
    
Ending Shares
  2,250,000 
    
  1,850,000 
    
 
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, 2020 (Unaudited)
 
 
Year Ended
September 30,
2019
 
 
Year Ended
September 30,
2018
 
 
Year Ended
September 30,
2017
 
 
Period Ended
September 30,
20161
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net Asset Value, Beginning of Year/Period
 $39.92 
 $36.03 
 $31.38 
 $25.58 
 $25.00 
Income from Investment Operations:
    
    
    
    
    
Net investment income (loss) 2
  (0.04)
  (0.04)
  0.04 
  0.02 
  0.05 
Net realized and unrealized gain (loss) on investments
  (3.75)
  4.03 
  4.78 
  5.87 
  0.53 
Total from investment operations
  (3.79)
  3.99 
  4.82 
  5.89 
  0.58 
Less Distributions:
    
    
    
    
    
Distributions from net investment income
  - 
  (0.09)
  (0.17)
  (0.09)
  - 
Return of Captial
  - 
  (0.01)
  - 
  - 
  - 
Total Distributions
  - 
  (0.10)
  (0.17)
  (0.09)
  - 
Net asset value, end of year/period
 $36.13 
 $39.92 
 $36.03 
 $31.38 
 $25.58 
Total Return
  -9.48%3
  11.17%
  15.41%
  23.16%
  2.31%3
 
    
    
    
    
    
Ratios/Supplemental Data:
    
    
    
    
    
Net assets at end of year/period (000's)
 $81,297 
 $73,847 
 $61,243 
 $23,538 
 $5,116 
Expenses to Average Net Assets
  0.75%4
  0.75%
  0.75%
  0.75%
  0.75%4
Net Investment Income (Loss) to Average Net Assets
  -0.19%4
  -0.12%
  0.12%
  0.07%
  0.23%4
Portfolio Turnover Rate
  5%
  24%
  11%
  19%
  14%3
 
1        
Commencement of operations on November 2, 2015.
2        
Calculated based on average shares outstanding during the year/period.
3        
Not annualized.
4        
Annualized.
 
The accompanying notes are an integral part of these financial statements.
 
 
13
BlueStar Israel Technology ETF
 
NOTES TO FINANCIAL STATEMENTS
March 31, 2020 (Unaudited)
 
NOTE 1 – ORGANIZATION
 
BlueStar Israel Technology ETF (the “Fund”) is a series of ETF Managers Trust (the “Trust”), an open-end management investment company consisting of multiple investment series, organized as a Delaware statutory trust on July 1, 2009. The Trust is registered with the SEC under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company and the offering of the Fund’s shares (“Shares”) is registered under the Securities Act of 1933, as amended (the “Securities Act”). The Fund seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of the BlueStar Israel Global Technology Index® (BIGITech®” or the “Index”). The Fund commenced operations on November 2, 2015. 
 
The Fund currently offers one class of shares, which has no front end sales load, no deferred sales charges, and no redemption fees. The Fund may issue an unlimited number of shares of beneficial interest, with no par value. All shares of the Fund have equal rights and privileges.
 
Shares of the Fund are listed and traded on the NASDAQ Stock Market, LLC. Market prices for the Shares may be different from their net asset value (“NAV”). The Fund issues and redeems Shares on a continuous basis at NAV only in blocks of 50,000 shares, called “Creation Units.” Creation Units are issued and redeemed principally in-kind for securities included in the Index. Once created, Shares generally trade in the secondary market at market prices that change throughout the day in quantities less than a Creation Unit. Except when aggregated in Creation Units, Shares are not redeemable securities of the Fund. Shares of the Fund may only be purchased or redeemed by certain financial institutions (“Authorized Participants”). An Authorized Participant is either (i) a broker-dealer or other participant in the clearing process through the Continuous Net Settlement System of the National Securities Clearing Corporation or (ii) a DTC participant and, in each case, must have executed a Participant Agreement with the Distributor. Most retail investors do not qualify as Authorized Participants nor have the resources to buy and sell whole Creation Units. Therefore, they are unable to purchase or redeem the Shares directly from the Fund. Rather, most retail investors may purchase Shares in the secondary market with the assistance of a broker and may be subject to customary brokerage commissions or fees. 
 
Authorized Participants transacting in Creation Units for cash may pay an additional variable charge to compensate the relevant Fund for certain transaction costs (i.e., brokerage costs) and market impact expenses relating to investing in portfolio securities. Such variable charges, if any, are included in “Transaction Fees” in the Statements of Changes in Net Assets.
 
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES
 
The following is a summary of significant accounting policies consistently followed by the Fund. These policies are in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
 
The Fund follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board Accounting Standard Codification Topic 946 Financial Services –Investment Companies.
 
The Fund may invest in certain other investment companies (underlying funds). For specific investments in underlying funds, please refer to the complete schedule of portfolio holdings on Form N-CSR(S) for this reporting period, which is filed with the U.S. Securities and Exchange Commission (SEC). For more information about the underlying Fund’s operations and policies, please refer to those Funds’ semiannual and annual reports, which are filed with the SEC.
 
 
14
BlueStar Israel Technology ETF
 
NOTES TO FINANCIAL STATEMENTS
March 31, 2020 (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, 2020, the Fund did not hold any fair valued securities.
 
  
As described above, the Fund utilizes various methods to measure the fair value of its investments on a recurring basis. U.S. GAAP establishes a hierarchy that prioritizes inputs to valuation methods. The three levels of inputs are:
  
  
 
Level 1 
Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access.
  
  
 
Level 2 
Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.
 
Level 3 
Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available; representing the Fund’s own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.
 
The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.
                                                                                           
 
The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety, is determined based on the lowest level input that is significant to the fair value measurement in its entirety.  
 
The following is a summary of the inputs used to value the Funds’ net assets as of March 31, 2020:  
 
 
15
BlueStar Israel Technology ETF
 
NOTES TO FINANCIAL STATEMENTS
March 31, 2020 (Unaudited) (Continued)
 
 
BlueStar Israel Technology ETF
 
Assets^
 
Level 1
 
 
Level 2
 
 
Level 3
 
 
Total
 
Common Stocks
 $81,000,678 
 $ 
 $ 
 $81,000,678 
Short-Term Investments
  236,059 
   
   
  236,059 
Investments Purchased with Securities Lending Collateral*
   
   
   
  25,184,067 
Total Investments in Securities
 $81,236,737 
 $ 
 $ 
 $106,420,804 
 
^ See Schedule of Investments for classifications by country and industry.
 
* Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy. The fair value amounts presented in the table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Schedule of Investments.
 
B. 
Federal Income Taxes. The Fund has elected to be taxed as a “regulated investment company” and intends to distribute substantially all taxable income to its shareholders and otherwise comply with the provisions of the Internal Revenue Code applicable to regulated investment companies. Therefore, no provisions for federal income taxes or excise taxes have been made.
  
 
  
To avoid imposition of the excise tax applicable to regulated investment companies, the Fund intends to declare each year as dividends, in each calendar year, at least 98.0% of its net investment income (earned during the calendar year) and 98.2% of its net realized capital gains (earned during the twelve months ended October 31) plus undistributed amounts, if any, from prior years.
  
 
  
Net capital losses incurred after October 31, within the taxable year are deemed to arise on the first business day of the Fund’s next taxable year.
  
 
  
The Fund recognizes the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities. The Fund has analyzed its tax position and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions expected to be taken in the Fund’s 2017 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, 2020, management has reviewed the tax positions for open periods (for federal purposes, three years from the date of filing and for state purposes, four years from the date of filing) as applicable to the Fund, and has determined that no provision for income tax is required in the Fund’s financial statements.
  
 
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, 2020 (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, 2020 (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, securities lending, and all other non-distribution related services necessary for the Fund to operate. The Advisor bears the costs of all advisory and non-advisory services required to operate the Fund, in exchange for a single unitary fee. For services provided the Fund pays the Advisor at an annual rate of 0.75% of the Fund’s average daily net assets. The Advisor has an agreement with, and is dependent on, a third party to pay the Fund’s expenses in excess of 0.75% of the Fund’s average daily net assets. Additionally, under the Investment Advisory Agreement, the Advisor has agreed to pay all expenses of the Fund, except for: the fee paid to the Advisor pursuant to the Investment Advisory Agreement, interest charges on any borrowings, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, extraordinary expenses, and distribution (12b-1) fees and expenses (collectively, “Excluded Expenses”). The Advisor has entered into an Agreement with ITEQ ETF Partners, LLC (the “Sponsor”), under which the Sponsor agrees to sublicense the use of the Underlying Index to the Advisor. The Sponsor also provides marketing support for the Fund, including distributing marketing materials related to the Fund. ITEQ ETF Partners, LLC is a privately held business focused on bringing exchange-traded investment products to investors in the U.S. The Sponsor does not make investment decisions, provide investment advice, or otherwise act in the capacity of an investment adviser to the Fund. Additionally, the Sponsor is not involved in the maintenance of the Underlying Index and does not otherwise act in the capacity of an index provider.
 
U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services (the “Administrator”), provides fund accounting, fund administration, and transfer agency services to the Fund. The Advisor compensates the Administrator for these services under an administration agreement between the two parties.
 
The Advisor pays each independent Trustee a quarterly fee for service to the Fund. Each Trustee is also reimbursed by the Advisor for all reasonable out-of-pocket expenses incurred in connection with his duties as Trustee, including travel and related expenses incurred in attending Board meetings.
 
 
18
BlueStar Israel Technology ETF
 
NOTES TO FINANCIAL STATEMENTS
March 31, 2020 (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, 2020, the Fund did not incur any 12b-1 expenses. 
 
NOTE 6 - PURCHASES AND SALES OF SECURITIES
 
The costs of purchases and sales of securities, excluding short-term securities and in-kind transactions, for the period ended March 31, 2020:
 
 
 
Purchases
 
 
Sales
 
BlueStar Israel Technology ETF
 $5,764,286 
 $4,626,831 
 
The costs of purchases and sales of in-kind transactions associated with creations and redemptions for the period ended March 31, 2020:
 
 
 
Purchases
 
 
Sales
 
 
 
In-Kind
 
 
In-Kind
 
BlueStar Israel Technology ETF
 $24,461,482 
 $4,942,001 
 
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, 2020.
 
NOTE 7 — SECURITIES LENDING
 
The Fund may lend up to 331/3% of the value of the securities in its portfolio to brokers, dealers and financial institutions (but not individuals) under terms of participation in a securities lending program administered by U.S. Bank N.A. (“the Custodian”). The securities lending agreement requires that loans are collateralized at all times in an amount equal to at least 102% of the value of any loaned securities at the time of the loan, plus accrued interest. The Fund receives compensation in the form of fees and earns interest on the cash collateral. The amount of fees depends on a number of factors including the type earns of security and length of the loan. The Fund continues to receive interest payments or dividends on the securities loaned during the borrowing period. Gain or loss in the fair value of securities loaned that may occur during the term of the loan will be for the account of the Fund. The Fund has the right under the terms of the securities lending agreement to recall the securities from the borrower on demand. As of March 31, 2020, the Fund had loaned securities and received cash collateral for the loans. The cash collateral is invested by the Custodian in accordance with approved investment guidelines. Those guidelines require the cash collateral to be invested in readily marketable, high quality, short-term obligations; 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, 2020 (Unaudited) (Continued)
 
 
As of March 31, 2020, the value of the securities on loan and payable for collateral due to broker were as follows:
 
Value of Securities on Loan Collateral Received
Fund
 
Values of Securities on Loan
 
 
Fund Collateral Received*
 
BlueStar Israel Technology ETF
 $24,378,184 
 $25,161,429 
 
* The cash collateral received was invested in the ETFMG Sit Ultra Short ETF and the Mount Vernon Liquid Assets Portfolio, an investment with an overnight and continuous maturity, as shown on the Schedule of Investments.
 
NOTE 8 – FEDERAL INCOME TAXES
 
The components of distributable earnings (losses) and cost basis of investments for federal income tax purposes at September 30, 2019 were as follows:
 
 
 
Cost
 
 
Gross
Unrealized
Appreciation
 
 
Gross
Unrealized
Depreciation
 
 
Net
Unrealized
Appreciation
(Depreciation)
 
BlueStar Israel Technology ETF
 $78,365,379 
 $16,143,037 
 $(5,606,688)
 $10,536,349 
 
 
 
Undistributed Ordinary Income
 
 
Undistributed Long-Term
Gain
 
 
Total Distributable Earnings
 
 
Other Accumulated (Loss)
 
 
Total Accumulated Gain
 
BlueStar Israel Technology ETF
 $ 
 $ 
 $ 
 $(1,915,372)
 $8,620,977 
 
As of September 30, 2019, the Fund had accumulated capital loss carryovers of:
 
 
 
Capital Loss Carryover
ST
 
 
Capital Loss Carryover
LT
 
Expires
BlueStar Israel Technology ETF
 $(731,492)
 $(1,152,612)
Indefinite
 
Under current tax law, capital and currency losses realized after October 31 of a Fund’s fiscal year may be deferred and treated as occurring on the first business day of the following fiscal year for tax purposes. The following Funds had deferred post-October capital and currency losses, which will be treated as arising on the first business day of the year ended September 30, 2019.
 
 
 
Late Year Ordinary Loss
 
Post-October Capital Loss
BlueStar Israel Technology ETF
 $(31,266)
None
 
U.S. GAAP requires that certain components of net assets relating to permanent differences be reclassified between financial and tax reporting. These reclassifications have no effect on net assets or net asset value per share. For the fiscal year ended September 30, 2019, the following table shows the reclassifications made:
 
 
20
BlueStar Israel Technology ETF
 
NOTES TO FINANCIAL STATEMENTS
March 31, 2020 (Unaudited) (Continued)
 
 
 
 
Total
Distributable
Earnings/(Loss)
 
 
Paid-In
Capital
 
BlueStar Israel Technology ETF
 $(3,103,855)
 $3,103,855 
 
The tax character of distributions paid by the Fund during the fiscal years ended September 30, 2019 and September 30, 2018 are as follows:
 
 
 
Year Ended
September 30, 2019
 
 
Year Ended
September 30, 2018
 
 
 
From
Ordinary Income
 
 
Return of Capital
 
 
From
Ordinary Income
 
 
From
Capital Gains
 
BlueStar Israel Technology ETF
 $150,718 
 $14,773 
 $163,624 
 $ 
 
NOTE 9 – INVESTMENTS IN AFFILIATES
 
BlueStar Israel Technology ETF
 
ETFMG Sit Ultra Short ETF is deemed to be an affiliate of the Fund as defined by the 1940 Act as of the period ended March 31, 2020.  Transactions during the period in this security were as follows:
 
Security Name
 
Value at September 30, 2019
 
 
Purchases
 
 
Sales
 
 
Realized Gain (Loss)(1)
 
 
Change in Unrealized Appreciation (Depreciation)
 
 
Dividend Income
 
 
Value at March 31, 2020
 
 
Ending Shares
 
ETFMG Sit Ultra Short ETF *
 $- 
  2,512,856 
  - 
 $- 
 $(108,856)
 $- 
 $2,404,000 
  50,000 
 
*Affiliate as of March 31, 2020.
 
1 Realized Losses include transactions in affiliated investments and affiliated in-kind redemptions.
 
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.
 
NOTE 11 – LEGAL MATTERS
 
The Trust, a former and current trustee of the Trust, the Adviser and certain officers of the Adviser were defendants in an action filed May 2, 2017 in the Superior Court of New Jersey captioned PureShares, LLC d/b/a PureFunds et al. v. ETF Managers Group, LLC et al. (“Nasdaq”), Docket No. C-63-17. The PureShares action alleged claims based on disputes arising out of contractual relationships with the Adviser relating to certain series of the Trust. The action sought damages in
 
 
21
BlueStar Israel Technology ETF
 
NOTES TO FINANCIAL STATEMENTS
March 31, 2020 (Unaudited) (Continued)
 
 
unspecified amounts and injunctive relief based on breach of contract, wrongful termination, and several other claims.
 
The Adviser and its parent, Exchange Traded Managers Group, LLC (“ETFMG”), were defendants in a case filed on October 26, 2017 in the United States District Court for the Southern District of New York by NASDAQ, Inc. (“Nasdaq”) captioned Nasdaq, Inc. v. Exchange Traded Managers Group, LLC et al., Case 1:17-cv-08252. This action arose out of the same facts and circumstances, and relates to the same series of the Trust, as the New Jersey litigation and asserted claims for breach of contract, conversion and certain other claims. The matter was the subject of a bench trial in May 2019, and on December 20, 2019, the Court issued an Opinion and Order awarding compensatory damages to Plaintiff in the amount of $78,403,172.36, plus prejudgment interest. The Court also denied Plaintiff’s requests for punitive damages and equitable relief.
 
On May 1, 2020, Nasdaq, PureShares LLC (“PureShares”), and ETFMG announced a global settlement that resolves all claims in both the PureShares action and the Nasdaq action. The settlement is subject to future negotiations and approvals among independent third parties. As part of the settlement, Nasdaq and ETFMG have agreed to certain cash payments from ETFMG to Nasdaq and PureShares, and have executed an asset purchase agreement to transfer certain ETFMG intellectual property and related assets, to a Nasdaq affiliate. The transaction is expected to close in the last half of 2020. The Adviser does not believe that the resolution of these matters will have a material adverse effect on the Funds' financial statements. If the events set forth in the settlement agreement do not occur, and a subsequent settlement is not reached, the resulting conditions may adversely affect the Adviser's future operations.
 
NOTE 12 – 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, other than those disclosed in Note 11 above.
 
 
 
 
 
22
BlueStar Israel Technology ETF
 
APPROVAL OF ADVISORY AGREEMENT AND BOARD CONSIDERATIONS
For the Period Ended March 31, 2020 (Unaudited)
 
Pursuant to Section 15(c) of the Investment Company Act of 1940 (the “1940 Act”), at a meeting held on March 24, 2020, the Board of Trustees (the “Board”) of ETF Managers Trust (the “Trust”) considered the renewal of the Amended and Restated 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 24, 2020, 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 Independent Trustees conferred amongst themselves and independent legal counsel during a telephonic contract renewal meeting held prior to the March 24, 2020 meeting and also conferred in executive sessions both with and without representatives of management before and during the March 24th meeting. The Independent Trustees requested, received and considered additional information arising out of these executive sessions.
 
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
 
 
23
BlueStar Israel Technology ETF
 
APPROVAL OF ADVISORY AGREEMENT AND BOARD CONSIDERATIONS
For the Period Ended March 31, 2020 (Unaudited) (Continued)
 
 
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”), as well as the Adviser’s response to the market volatility and uncertainty during the recent pandemic.
 
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 Fund’s performance with the performance of a group of peer funds and with the performance of the Fund’s underlying index for various time periods. 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. 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 process of rebalancing the Fund’s portfolio. The Board noted management’s representations that the Fund’s performance satisfactorily tracked 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, Profits 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 peer ETFs. The Board took into consideration management’s discussion of the fees, including that the Fund has a niche investment strategy that is substantially different than the strategies of many of the peer ETFs.
 
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 charges on any borrowings, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, extraordinary expenses (such as, among other things and subject to Board approval, non-standard Board-related expenses and litigation against the Board, Trustees, Fund, Adviser, and officers of the Adviser), and distribution (12b-1) fees and expenses. The Board also 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 concluded that the advisory fee for the Fund is reasonable in light of the factors considered.
 
The Board also evaluated the compensation and other benefits received by the Adviser from its relationship with the Fund, taking into account the profitability analysis provided by the Adviser. The
 
 
24
BlueStar Israel Technology ETF
 
APPROVAL OF ADVISORY AGREEMENT AND BOARD CONSIDERATIONS
For the Period Ended March 31, 2020 (Unaudited) (Continued)
 
 
Board received and reviewed a profitability analysis that detailed the revenues earned and the expenses incurred by the Adviser with respect to the Fund and considered how profit margins could affect the Adviser’s ability to attract and retain high quality personnel. Based on the information provided to the Trustees, the Trustees concluded that the level of profits realized by the Adviser from providing services to the Fund was not excessive in view of the nature, extent and quality of services provided to the Fund. The Board further considered other benefits derived by the Adviser and its affiliates from the Adviser’s relationship with the Fund, including services provided by certain brokerage firms.
 
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 and effectively acts as a cap on the fees and expenses (except as noted above) that are borne by the Fund. The Board noted that the Adviser still bears most of the ordinary fees and expenses of the Fund and that the Fund would likely experience benefits from the unitary fee at the Fund’s projected asset levels. The Board also noted that the Fund commenced operations on November 2, 2015 and that, as of February 29, 2020, the Fund had approximately $100 million in assets. The Board recognized that there would not likely be any additional economies of scale until the Fund’s assets grow
 
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.
 
 
 
25
 
BlueStar Israel Technology ETF
 
EXPENSE EXAMPLE
Six Months Ended March 31, 2020 (Unaudited)
 
As a shareholder of the Fund you incur two types of costs: (1) transaction costs, including brokerage commissions on purchases and sales of Fund shares, 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 for the period of time as indicated in the table below.
 
Actual Expenses
The first line of the table provides information about actual account values based on actual returns and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then, multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period'' to estimate the expenses you paid on your account during this period.
 
Hypothetical Example for Comparison Purposes
The second line of the table provides information about hypothetical account values based on a hypothetical return and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as brokerage commissions paid on purchases and sales of Fund shares. Therefore, the second line of the table is useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. If these transactional costs were included, your costs would have been higher.
 
BlueStar Israel Technology ETF
 
 
 
   
Beginning
Account Value
October 1, 2019
 
 
   
Ending
Account Value
March 31, 2020
 
 
 
Expenses Paid
During the Period^
 
 
Annualized
Expense Ratio
During Period
October 1, 2019 to March 31, 2020
 
Actual
 $1,000.00 
 $905.20 
 $3.57 
  0.75%
 
    
    
    
    
Hypothetical (5% annual)
 $1,000.00 
 $1,021.25 
 $3.79 
  0.75%
 
^ The dollar amounts shown as expenses paid during the period are equal to the annualized six-month expense ratio multiplied by the average account value during the period, multiplied by 183/366 (to reflect the number of days in the period).
 
26
 
BlueStar Israel Technology ETF 
 
Statement Regarding Liquidity Risk Management Program (unaudited)
 
ETF Managers Trust (the “Trust”) has adopted a liquidity risk management program (the “Program”). The Trust’s Board of Trustees (the “Board”) has designated ETF Managers Group LLC (the “Program Administrator”) as the administrator of the Program. The Program Administrator has designated a committee (the “Committee”), composed of personnel from multiple departments, including investment operations and compliance, that is responsible for the implementation and ongoing administration of the Program, which includes assessing the liquidity risk of the BlueStar Israel Technology ETF (the “Fund”) under both normal and reasonably foreseeable stressed conditions.
 
Under the Program, the Program Administrator assesses, manages and periodically reviews the Fund’s liquidity risk, based on factors specific to the circumstances of the Fund. Liquidity risk is the risk that the Fund could not meet shareholder redemption requests without significant dilution of remaining shareholders’ interests in the Fund. This risk is managed by monitoring the degree of liquidity of the Fund’s investments and limiting the amount of the Fund’s illiquid investments, among other means. The Program Administrator’s process of determining the degree of liquidity of the Fund’s investments is supported by one or more third-party liquidity assessment vendors.
 
At a meeting of the Board on March 24, 2020, the Adviser provided a written report to the Board addressing the operation, and the adequacy and effectiveness of the implementation, of the Program, including, the operation of any Highly Liquid Investment Minimum, where applicable, and any material changes to the Program, for the initial period from December 1, 2018 through February 29, 2020 (the “Reporting Period”). No significant liquidity events impacting the Fund were noted in the report and it was represented that, as of December 31, 2019, the Fund was primarily highly liquid and, during the Reporting Period, the Fund held less than 15% in illiquid securities. In addition, the Program Administrator provided its assessment that Program implementation was effective and that the Program operated adequately and effectively to enable the Program Administrator to oversee and manage liquidity risk and ensure the Fund is able to meet requests to redeem shares without significant dilution to the remaining investors’ interest in the Fund.
 
There can be no assurance that the Program will achieve its objectives in the future. Please refer to the Fund’s prospectus for more information regarding the Fund’s exposure to liquidity risk and other principal risks to which an investment in the Fund may be subject.
 
 
 
 
 
27
BlueStar Israel Technology ETF
 
SUPPLEMENTARY INFORMATION
March 31, 2020 (Unaudited)
 
NOTE 1 – FREQUENCY DISTRIBUTION OF PREMIUMS AND DISCOUNTS
 
Information regarding how often shares of the Fund traded on the Exchange at a price above (i.e., at a premium) or below (i.e., at a discount) the NAV is available on the Fund’s website at www.iteqetf.com.
 
NOTE 2 – FEDERAL TAX INFORMATION
 
Qualified Dividend Income/Dividends Received Deduction
 
For the fiscal year ended September 30, 2019, certain dividends paid by the Fund may be subject to a maximum tax rate of 15%, as provided for by the Jobs and Growth Tax Reconciliation Act of 2003. The percentage of dividends declared from ordinary income designated as qualified dividend income was as follows:
 
Fund Name
QDI
BlueStar-Israel Technology ETF
100.00%
 
For corporate shareholders, the percent of ordinary income distributions qualifying for the corporate dividends received deduction for the fiscal year ended September 30, 2019 was as follows:
 
Fund Name
DRD
BlueStar-Israel Technology ETF
5.77%
 
Short Term Capital Gain
 
The percentage of taxable ordinary income distributions that are designated as short-term capital gain distributions under Internal Revenue Section 871 (k)(2)(C) for the Fund was as follows:
 
Fund Name
Short-Term Capital Gain
BlueStar-Israel Technology ETF
0.00%
 
NOTE 3 – INFORMATION ABOUT PORTFOLIO HOLDINGS
 
The Fund files a complete schedule of portfolio holdings with the SEC for its first and third fiscal quarters on Part F of Form N-PORT. Once filed, the Fund's Part F of Form N-PORT is available without charge, upon request on the SEC's website (www.sec.gov) and is available by calling (877) 756-7873. The Fund's portfolio holdings are posted on the Fund's website at www.iteqetf.com daily.
 
NOTE 4 – INFORMATION ABOUT PROXY VOTING
 
A description of the policies and procedures the Fund uses to determine how to vote proxies relating to portfolio securities is provided in the Statement of Additional Information (“SAI”). The SAI is available without charge upon request by calling toll-free at 1-844-ETF-MGRS (1-844-383-6477), by accessing the SEC’s website at www.sec.gov, or by accessing the Fund’s website at www.iteqetf.com.
 
Information regarding how the Fund voted proxies relating to portfolio securities during the period ending June 30 is available by calling toll-free at 1-844-ETF-MGRS (1 844-383-6477) or by accessing the SEC’s website at www.sec.gov. Carefully consider the Fund’s investment objectives, risk factors, charges, and expenses before investing. This and additional information can be found in the Fund’s prospectus, which may be obtained by calling 1-844-ETF MGRS (1-844-383-6477) or by visiting www.iteqetf.com. Read the prospectus carefully before investing.
 
 
28
BlueStar Israel Technology ETF
 
Board of Trustees
 
Set forth below are the names, birth years, positions with the Trust, length of term of office, and the principal occupations and other directorships held during at least the last five years of each of the persons currently serving as a Trustee of the Trust, as well as information about each officer. The business address of each Trustee and officer is 30 Maple Street, 2nd Floor, Summit, New Jersey 07901. The SAI includes additional information about Fund directors and is available, without charge, upon request by calling 1-844-ETF-MGRS (1-844-383-6477).
 
Name and Year of Birth
Position(s) Held with the Trust, Term of Office and Length of Time Served
Principal Occupation(s) During Past 5 Years
Number of Portfolios in Fund Complex Overseen By Trustee
Other Directorships Held by Trustee During Past 5 Years
Interested Trustee and Officers
Samuel Masucci, III (1962)
Trustee, Chairman of the Board and President (since 2012); Secretary (since 2014)
Chief Executive Officer, Exchange Traded Managers Group LLC (since 2013); Chief Executive Officer, ETF Managers Group LLC (since 2016); Chief Executive Officer, ETF Managers Capital LLC (commodity pool operator) (since 2014); Chief Executive Officer (2012-2016) and Chief Compliance Officer (2012-2014), Factor Advisors, LLC (investment adviser); President and Chief Executive Officer, Factor Capital Management LLC (2012-2014) (commodity pool operator);
11
None
John A. Flanagan, (1946)
Treasurer (since 2015)
President, John A. Flanagan CPA, LLC (accounting services) (since 2010); Treasurer, ETF Managers Trust (since 2015); Principal Financial Officer, ETF Managers Capital, LLC (commodity pool operator) (since 2015)
n/a
n/a
Reshma A. Tanczos (1978)
Chief Compliance Officer (since 2016)
Chief Compliance Officer, ETF Managers Group LLC (since 2016); Chief Compliance Officer, ETF Managers Capital LLC (since 2016); Partner, Crow & Cushing (law firm) (2007-2016).
n/a
n/a
 
Mr. Masucci is an interested Trustee by virtue of his role as the Chief Executive Officer of the Adviser.
 
 
29
BlueStar Israel Technology ETF
 
Board of Trustees (Continued)
 
Name and Year of Birth
Position(s) Held with the Trust, Term of Office and Length of Time Served
Principal Occupation(s) During Past 5 Years
Number of Portfolios in Fund Complex Overseen By Trustee
Other Directorships Held by Trustee During Past 5 Years
Independent Trustees
Terry Loebs (1963)
 Trustee (since 2014)
Founder and Managing Member, Pulsenomics LLC (index product development and consulting firm) (since 2011); Managing Director, MacroMarkets, LLC (exchange-traded products firm) (2006-2011). 
11
None
Jared A. Chase (1955)
Trustee (since 2018)
Chief Operating and Financial Officer, Root Capital (a 501(c)(3) non-profit lender); Chairman, State Street Global Alliance LLC, State Street Corporation (2007-2012); Head of Global Treasury, Liability Management, Money Markets & Derivatives, State Street Corporation (2004-2007)
11
None
 
 
30
 
Advisor
ETF Managers Group, LLC
30 Maple Street, Suite 2, Summit, NJ 07901
 
Distributor
ETFMG Financial, Inc.
30 Maple Street, Suite 2, Summit, NJ 07901
 
Custodian
U.S. Bank National Association
Custody Operations
1555 North River Center Drive, Suite 302, Milwaukee, Wisconsin 53212
 
Transfer Agent
Foreside Financial Group, LLC
111 E Kilbourn Ave, Suite 1250, 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
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Page Intentionally Left Blank
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
ETFMG Alternative Harvest ETF
 
TABLE OF CONTENTS
March 31, 2020 (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
14
 
 
Approval of Advisory Agreement and Board Consideration
24
 
 
Expense Example
27
 
 
Statement Regarding Liquidity Risk Management Program
28
 
 
Supplementary Information
29
 
 
1
 
 
ETFMG Alternative Harvest ETF
 
Dear Shareholder,
 
On behalf of the entire team, we want to express our appreciation for the confidence you have placed in the ETFMG Alternative Harvest Exchange-Traded Fund (“MJ” or the “Fund”). The following information pertains to the fiscal period from October 1, 2019 to March 31, 2020.
 
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 -44.37%, while the total return for the Index was -45.76%. The best performers on the basis of contribution to return were Swedish Match AB, Corbus Pharmaceuticals Holdings, and Gima TT SpA, while the worst performers were Aurora Cannabis, Tilray, and Hexo.
 
In late February, as COVID-19, the disease caused by the coronavirus, spread into regions beyond China, global stock markets began to experience significant declines and turbulence. As we write this letter in late April, the course of the coronavirus outbreak remains uncertain, and markets are likely to remain volatile in response to any news or government action concerning the virus. While markets continue working to assess the economic impact of the virus and the public health measures taken in response, it is still unclear what the costs will be and how long the effects will last, but history has shown that markets recover from downturns. For investors, we believe the most important course of action is to remain focused on your long-term goals, and to consult with your financial advisor.
 
We thank you for your interest in the Fund. You can find further details about MJ by visiting www.etfmg.com, or by calling 1-844-ETF-MGRS (1-844-383-6477).
 
Sincerely,
 
Samuel Masucci III
Chairman of the Board
 
 
2
 
 
 
The Fund's performance figures* for the periods ended March 31, 2020, as compared to its benchmarks:
 
 
Six Months
One Year
Annualized
Three Year
Annualized
Since Inception** - March 31, 2020
ETFMG Alternative Harvest ETF - NAV
(44.37)%
(67.48)%
(24.11)%
(11.54)%
ETFMG Alternative Harvest ETF - Market Price
(7.40)%
25.94%
16.68%
18.26%
S&P 500 Index *** (1)
(12.31)%
(6.98)%
5.10%
7.67%
Solactive Latin America Real Estate Index/Prime Alternative Harvest Index **** (1)
(45.76)%
(68.71)%
(23.71)%
(10.98)%
 
 
 
 
 
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, 2020. Performance data current to the most recent month end may be obtained by visiting www.etfmj.com or by calling 1-844-383-6477.
 
The Fund’s per share NAV is the value of one share of the Fund as calculated in accordance with the standard formula for valuing shares. The NAV return is based on the NAV of the Fund and the market return is based on the market price per share of the Fund. The price used to calculate market return (“Market Price”) is determined by using the midpoint between the highest bid and the lowest offer on the primary stock exchange on which shares of the Fund are listed for trading, as of the time that the Fund’s NAV is calculated. Market and NAV returns assume that dividends and capital gain distributions have been reinvested in the Fund at Market Price and NAV, respectively. The Fund’s total annual operating expenses are 0.75% per the January 31, 2020 prospectus. Please see the Financial Highlights for a more recent expense ratio.
** As of the close of business on the day of commencement of trading on December 3, 2015.
 
*** The S&P 500 Index is a widely accepted, unmanaged index of U.S. stock market performance which does not take into account charges, fees and other expenses.
 
**** Solactive Latin America Real Estate Index/Prime Alternative Harvest Index - The Index tracks real estate companies in the Latin-America region. Weights in these companies depend on market cap, dividend yield, and share liquidity. The higher the dividend yield and share liquidity, the higher the weight of the respective company in the index. The Prime Alternative Harvest Index has been created to provide investors with a product that enables them to take advantage of both event-driven news and long-term trends in the cannabis industry as well as the industries likely to be influenced by the medicinal and recreational cannabis legalization initiatives taking place in many locations globally.
 
(1) The return reflects the actual performance through March 31, 2020 (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. The table reflects performance of the Solactive Latin America Real Estate Index through December 26, 2017 and the Prime Alternative Harvest Index thereafter.
 
(2) The expense ratio is taken from the Fund’s most recent prospectus dated January 31, 2020. .
 
 
3
 
 
ETFMG Alternative Harvest ETF
 
Top Ten Holdings*
 
Security
 
 
% of Total
Investments†
1
Cronos Group, Inc.
 
9.3%
2
GW Pharmaceuticals PLC
 
8.6%
3
Canopy Growth Corp.
 
7.9%
4
Aurora Cannabis, Inc
 
5.2%
5
Organigram Holdings, Inc.
4.9%
6
Tilray, Inc.
 
4.5%
7
Aphria, Inc.
4.0%
8
Corbus Pharmaceuticals Holdings, Inc.
 
3.9%
9
HEXO CORP.
 
3.7%
10
Swedish Match AB
 
3.2%
 
Top Ten Holdings of Total Investments†
 
55.2%
 
 
 
 
 
* 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.
 
 
4
 
 
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.
 
Past performance is not indicative of future return. A fund’s performance for very short time periods may not be indicative of future performance.
 
Investing involves risk, including the possible loss of principal. Shares of any ETF are bought and sold at market price (not NAV), may trade at a discount or premium to NAV and are not individually redeemed from the Fund. Brokerage commissions will reduce returns. Narrowly focused investments typically exhibit higher volatility. The possession and use of marijuana, even for medical purposes, is illegal under federal and certain states’ laws, which may negatively impact the value of the Fund’s investments. Use of marijuana is regulated by both the federal government and state governments, and state and federal laws regarding marijuana often conflict. Even in those states in which the use of marijuana has been legalized, its possession and use remains a violation of federal law. Federal law criminalizing the use of marijuana pre-empts state laws that legalizes its use for medicinal and recreational purposes. Cannabis companies and pharmaceutical companies may never be able to legally produce and sell products in the United States or other national or local jurisdictions.
 
The Fund’s investments will be concentrated in an industry or group of industries to the extent that the Index is so concentrated. In such event, the value of the Fund’s shares may rise and fall more than the value of shares of a fund that invests in securities of companies in a broader range of industries. The consumer staples sector may be affected by the permissibility of using various product components and production methods, marketing campaigns and other factors affecting consumer demand. Tobacco companies, in particular, may be adversely affected by new laws, regulations and litigation.
 
The consumer staples sector may also be adversely affected by changes or trends in commodity prices, which may be influenced or characterized by unpredictable factors.
 
Unlike with an actively managed fund, the Fund’s adviser does not use techniques or defensive strategies designed to lessen the effects of market volatility or to reduce the impact of periods of market decline. This means that, based on market and economic conditions, the Fund’s performance could be lower than other types of funds that may actively shift their portfolio assets to take advantage of market opportunities or to lessen the impact of a market decline.
 
Natural or environmental disasters, such as earthquakes, fires, floods, hurricanes, tsunamis and other severe weather-related phenomena generally, and widespread disease, including pandemics and epidemics, have been and may be highly disruptive to economies and markets, adversely impacting individual companies, sectors, industries, markets, currencies, interest and inflation rates, credit ratings, investor sentiment, and other factors affecting the value of the Fund’s investments. Given the increasing interdependence among global economies and markets, conditions in one country, market, or region are increasingly likely to adversely affect markets, issuers, and/or foreign exchange rates in other countries, including the U.S. Any such events could have a significant adverse impact on the value of the Fund’s investments.
 
Additionally, natural or environmental disasters, widespread disease or other public health issues, war, acts of terrorism or other events could result in increased premiums or discounts to the Fund’s NAV.
 
The Fund is distributed by ETFMG Financial LLC. ETF Managers Group LLC and ETFMG Financial LLC are wholly owned subsidiaries of Exchange Traded Managers Group LLC (collectively, “ETFMG”). ETFMG Financial is not affiliated with Prime Indexes.
 
 
5
 
 
ETFMG Alternative Harvest ETF
 
PORTFOLIO ALLOCATIONS
As of March 31, 2020 (Unaudited)
 
 
ETFMG Alternative Harvest ETF
As a percent of Net Assets:
 
 
Canada
48.0
%
United States
30.8
%
United Kingdom
13.6
%
Sweden
3.2
%
Japan
2.8
%
Mexico
0.0
^%
Short-Term and other Net Assets (Liabilities)
1.6
%
 
100.0
%
 
^ Less than 0.05%.
 
 
 
 
 
 
 
 
6
ETFMG Alternative Harvest ETF
 
Schedule of Investments
March 31, 2020 (Unaudited)
 
 
 
 
Shares
 
 
Value
 
COMMON STOCKS - 98.4%
 
 
 
 
 
 
Canada - 48.0%
 
 
 
 
 
 
Investment Companies - 9.9%
 
 
 
 
 
 
Canopy Rivers, Inc. (a)
  4,301,793 
 $2,751,094 
Cronos Group, Inc. (a) ^
  7,796,635 
  44,206,921 
Total Investment Companies
    
  46,958,015 
Pharmaceuticals - 38.1%
    
    
Aphria, Inc. (a) ^
  6,224,931 
  19,048,289 
Aurora Cannabis, Inc. (a) ^
  27,224,515 
  24,662,688 
Auxly Cannabis Group, Inc. (a)
  8,055,970 
  2,118,034 
CannTrust Holdings, Inc. (a) (b)
  14,306,811 
   
Canopy Growth Corp. (a) ^
  2,581,832 
  37,230,017 
Emerald Health Therapeutics, Inc. (a)
  3,216,006 
  468,472 
Green Organic Dutchman Holdings Ltd. (a) ^
  16,517,740 
  3,521,156 
HEXO Corp. (a) ^
  20,714,793 
  17,336,210 
MediPharm Labs Corp. (a) ^
  10,972,789 
  12,397,310 
Organigram Holdings, Inc. (a) ^
  11,632,162 
  23,264,324 
PharmaCielo Ltd. (a) ^
  1,632,054 
  997,347 
Sundial Growers, Inc. (a) ^
  7,076,833 
  4,529,173 
Supreme Cannabis Co., Inc. (a) ^
  13,691,855 
  2,675,521 
The Flowr Corp. (a) ^
  2,311,550 
  1,248,332 
Tilray, Inc. (a) ^
  3,073,889 
  21,148,356 
Valens Groworks Corp. (a)
  918,609 
  1,592,699 
Village Farms International, Inc.  (a) ^
  2,726,556 
  7,797,950 
Total Pharmaceuticals
    
  180,035,878 
Total Canada
    
  226,993,893 
 
    
    
Japan - 2.8%
    
    
Tobacco - 2.8%
    
    
Japan Tobacco, Inc.
  718,156 
  13,331,219 
 
    
    
Mexico - 0.00%
    
    
Construction & Engineering - 0.00%
    
    
Empresas ICA SAB de CV (a)(b)
  155,893 
  - 
 
    
    
Sweden - 3.2%
    
    
Tobacco - 3.2%
    
    
Swedish Match AB
  265,388 
  15,237,768 
 
    
    
United Kingdom - 13.6%
    
    
Pharmaceuticals - 8.6%
    
    
GW Pharmaceuticals PLC - ADR (a)
  462,247 
  40,478,970 
Tobacco - 5.0%
    
    
British American Tobacco PLC
  343,662 
  11,777,148 
Imperial Brands PLC
  636,329 
  11,830,481 
Total Tobacco
    
  23,607,629 
Total United Kingdom
    
  64,086,599 
 
 The accompanying notes are an integral part of these financial statements
7
 
ETFMG Alternative Harvest ETF
 
Schedule of Investments
March 31, 2020 (Unaudited)
 
 
 
 
 Shares
 
 
 Value
 
United States - 30.8%
 
 
 
 
 
 
Biotechnology - 10.1%
 
 
 
 
 
 
Arena Pharmaceuticals, Inc. (a)
  302,313 
 $12,697,146 
Cara Therapeutics, Inc. (a)
  879,858 
  11,622,924 
Corbus Pharmaceuticals Holdings, Inc. (a)
  3,568,345 
  18,698,128 
Zynerba Pharmaceuticals Inc. (a) ^
  1,208,126 
  4,627,123 
Total Biotechnology
    
  47,645,321 
Chemicals - 2.7%
    
    
Scotts Miracle-Gro Co.
  123,403 
  12,636,467 
Paper & Forest Products - 2.5%
    
    
Schweitzer-Mauduit International, Inc.
  423,862 
  11,791,841 
Tobacco - 15.5%
    
    
22nd Century Group, Inc. (a) ^
  13,385,853 
  10,039,390 
Altria Group, Inc.
  325,718 
  12,595,515 
Philip Morris International, Inc.
  174,169 
  12,707,370 
Turning Point Brands, Inc.
  688,974 
  14,544,241 
Universal Corp.
  299,821 
  13,255,087 
Vector Group Ltd.
  1,121,210 
  10,561,798 
Total Tobacco
    
  73,703,401 
Total United States
    
  145,777,030 
TOTAL COMMON STOCKS (Cost $1,070,462,638)
    
  465,426,509 
 
    
    
COLLATERAL FOR SECURITIES LOANED - 28.3% +
    
    
Stock Loan Cash Collateral - 28.3%
    
    
Stock Loan Cash Collateral  (Cost $134,046,342)
    
  134,046,342 
 
    
    
Total Investments (Cost $1,204,508,980) - 126.7%
    
 $599,472,851 
Liabilities in Excess of Other Assets - (26.7)%
    
  (126,274,267)
NET ASSETS - 100.0%
    
 $473,198,584 
 
Percentages are stated as a percent of net assets.
AB - Aktiebolag
ADR - American Depositary Receipt
PLC - Public Limited Company
 
(a) 
Non-income producing security.
 
(b) 
Includes a security that is categorized as Level 3 per the Trust's fair value hierachy. This security represents $0 or 0.00% of the Fund's net assets and is classified as a Level 3 security.
 
Total cash collateral has a value of $134,046,342 as of March 31, 2020.
 
All or a portion of this security is out on loan as of March 31, 2020. Total value of securities out on loan is $134,046,342.
 
The Global Industry Classification Standard (GICS®) was developed by and/or is the exclusive property of MSCI, Inc. and Standard & Poor's Financial Services LLC ("S&P"). GICS® is a service mark of MSCI, Inc. and S&P,
 
 
The accompanying notes are an integral part of these financial statements
 
 
8
 
ETFMG Alternative Harvest ETF
 
STATEMENT OF ASSETS AND LIABILITIES
As of March 31, 2020 (Unaudited)
 
ASSETS
 
ETFMG Alternative Harvest ETF
 
Investments in securities, at value*
 $599,472,851 
Cash
  4,385,197 
Foreign Cash
  596,168 
Receivables:
    
   Securities lending income receivable
  2,083,854 
   Dividends and interest receivable
  978,816 
   TOTAL ASSETS
  607,516,886 
 
    
LIABILITIES
    
Collateral received for securities loaned (Note 7)
  134,046,342 
Payables:
    
   Management fees payable
  271,960 
   TOTAL LIABILITIES
  134,318,302 
NET ASSETS
 $473,198,584 
 
    
NET ASSETS CONSIST OF:
    
Paid in capital
 $1,521,194,782 
Total accumulated deficit
  (1,047,996,198)
NET ASSETS
 $473,198,584 
 
    
*Identified Cost:
    
Investments in securities
 $1,204,508,980 
 
    
NET ASSET VALUE PER SHARE:
    
Net Assets
 $473,198,584 
Shares of beneficial interest outstanding ($0 par value, unlimited shares authorized)
  42,050,000 
Net asset value  (Net Assets ÷ Shares Outstanding)
 $11.25 

 
The accompanying notes are an integral part of these financial statements.
 
 
9
 
 
ETFMG Alternative Harvest ETF
 
STATEMENT OF OPERATIONS
Six Months Ended March 31, 2020 (Unaudited)
 
 
 
ETFMG Alternative Harvest ETF
 
INVESTMENT INCOME
 
 
 
Dividends (Net of Foreign tax withholdings of $24,035)
 $5,142,477 
Securities Lending Income
  20,032,227 
TOTAL INVESTMENT INCOME
  25,174,704 
 
    
EXPENSES
    
Management fees
  2,570,139 
TOTAL EXPENSES
  2,570,139 
NET INVESTMENT INCOME
  22,604,565 
 
    
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
    
Net realized gain/(loss) on:
    
   In-kind redemptions
  (6,036,787)
   Investments
  (159,216,819)
   Foreign currency transactions
  (251,003)
 
  (165,504,609)
 
    
Net change in unrealized appreciation (depreciation) on:
    
   Investments
  (242,480,720)
   Foreign currency translations
  6,243 
 
  (242,474,477)
 
    
NET REALIZED AND UNREALIZED LOSS ON INVESTMENTS
  (407,979,086)
 
    
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS
 $(385,374,521)
 
The accompanying notes are an integral part of these financial statements.
 
 
10
 
 
ETFMG Alternative Harvest ETF
 
STATEMENTS OF CHANGES IN NET ASSETS
 
 
 
Six Months Ended
March 31, 2020
(Unaudited)
 
 
Year Ended
September 30, 2019
 
FROM OPERATIONS
 
 
 
 
 
 
Net investment income
 $22,604,565 
 $31,100,063 
Net realized loss on investments and foreign currency transactions
  (165,504,609)
  (124,564,183)
Net change in unrealized depreciation on investments and foreign currency transactions
  (242,474,477)
  (487,112,889)
Net decrease in net assets resulting from operations
  (385,374,521)
  (580,577,009)
 
    
    
DISTRIBUTIONS TO SHAREHOLDERS
    
    
Total distributions paid:
  (17,608,000)
  (30,165,500)
Net decrease in net assets resulting from distributions to shareholders
  (17,608,000)
  (30,165,500)
 
    
    
FROM SHARES OF BENEFICIAL INTEREST
    
    
Proceeds from shares sold
  131,819,986 
  1,088,901,300 
Cost of shares redeemed
  (56,673,990)
  (357,641,447)
Transaction Fees (Note 1)
  77,707 
  880,806 
Net increase in net assets resulting from shares of beneficial interest
  75,223,703 
  732,140,659 
 
    
    
TOTAL INCREASE (DECREASE) IN NET ASSETS
  (327,758,818)
  121,398,150 
 
    
    
NET ASSETS
    
    
Beginning of Period
  800,957,402 
  679,559,252 
End of Period
 $473,198,584 
 $800,957,402 
 
    
    
SHARE ACTIVITY
    
    
Shares Sold
  7,400,000 
  32,250,000 
Shares Redeemed
  (3,800,000)
  (10,900,000)
Net increase in shares of beneficial interest outstanding
  3,600,000 
  21,350,000 
Beginning Shares
  38,450,000 
  17,100,000 
Ending Shares
  42,050,000 
  38,450,000 
 
The accompanying notes are an integral part of these financial statements.
 
 
11
 
 
ETFMG Alternative Harvest ETF
 
FINANCIAL HIGHLIGHTS
For a capital share outstanding throughout the period
 
 
 
Six Months Ended
March 31, 2020
(Unaudited)
 
 
Year Ended
September 30, 2019
 
 
Year Ended
September 30, 2018
 
 
Year Ended
September 30, 2017
 
 
Period Ended
September 30, 2016 (1)
 
Net asset value, beginning of period
 $20.83 
 $39.74 
 $31.36 
 $29.64 
 $25.00 
 
    
    
    
    
    
Activity from investment operations:
    
    
    
    
    
Net investment income (2)
  0.55 
  1.02 
  0.37 
  0.57 
  0.98 
Net realized and unrealized
    
    
    
    
    
 gain (loss) on investments
  (9.71)
  (18.96)
  8.95 
  4.42 
  4.59 
Total from investment operations
  (9.16)
  (17.94)
  9.32 
  4.99 
  5.57 
 
    
    
    
    
    
Less distributions from:
    
    
    
    
    
Net investment income
  (0.42)
  (0.97)
  (0.74)
  (2.56)
  (0.93)
Net realized gains
  - 
  - 
  (0.20)
  (0.71)
  - 
Total distributions
  (0.42)
  (0.97)
  (0.94)
  (3.27)
  (0.93)
 
    
    
    
    
    
 
    
    
    
    
    
Net asset value, end of period
 $11.25 
 $20.83 
 $39.74 
 $31.36 
 $29.64 
 
    
    
    
    
    
Total return (4)(5)
  (44.37)%(7)
   (45.60)%
  33.85%
  20.23%
  22.63%(7)
 
    
    
    
    
    
Net assets, at end of period (000s)
 $473,199 
 $800,957 
 $679,559 
 $6,271 
 $2,964 
 
    
    
    
    
    
Ratio of net expenses to average
    
    
    
    
    
net assets (6)
  0.75%
  0.75%
  0.75%
  0.79%
  0.79%
Ratio of net investment income
    
    
    
    
    
to average net assets (6)
  6.62%
  3.26%
  1.18%
  1.98%
  5.88%
 
    
    
    
    
    
Portfolio Turnover Rate (3)
  265%(7)
  71%
  97%
  44%
  44%(7)
 
(1) 
Commencement of operations on December 2, 2015.
(2) 
Per share amounts calculated using the average shares method.
(3) 
Portfolio turnover rate excludes portfolio securities received or delivered as a result of processing capital share transactions in Creation Units.
(4) 
Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of the period. Distributions are assumed, for the purpose of this calculation, to be reinvested at the ex-dividend date net asset value per share on their respective payment dates.
(5) 
Includes adjustments in accordance with accounting principles generally accepted in the United States and, consequently, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset values and returns for shareholder transactions.
(6) 
Annualized for periods less than one year.
(7) 
Not annualized.
 
The accompanying notes are an integral part of these financial statements.
12
ETFMG Alternative Harvest ETF
 
NOTES TO FINANCIAL STATEMENTS
March 31, 2020 (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”).
 
 
13
ETFMG Alternative Harvest ETF
 
NOTES TO FINANCIAL STATEMENTS
March 31, 2020 (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, 2020 the Fund held one fair valued security which was valued by the board.
 
As described above, the Fund utilizes various methods to measure the fair value of its investments on a recurring basis. U.S. GAAP establishes a hierarchy that prioritizes inputs to valuation methods. The three levels of inputs are:
 
Level 1 – Unadjusted quoted prices in active markets for identical assets and liabilities that the Fund has the ability to access.
 
Level 2 – Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument in an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.
 
Level 3 – Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund’s own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.
 
The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.
 
 
14
ETFMG Alternative Harvest ETF
 
NOTES TO FINANCIAL STATEMENTS
March 31, 2020 (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, 2020:
 
Assets^
 
Level 1
 
 
Level 2
 
 
Level 3
 
 
Total
 
Common Stocks
 $465,426,509 
 $- 
  - (a) 
 $465,426,509 
Collateral for Securities Loaned*
  - 
  - 
  - 
  134,046,342 
Total Investments in Securities
 $465,426,509 
 $- 
 $- 
 $599,472,851 
 
^ See Schedule of Investments for classifications by country and industry.
 
(a) Includes a security valued at $0.
 
The ETFMG Alternative Harvest ETF held a Level 3 security at the end of the period. The security classified as Level 3 is deemed immaterial.
 
Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy. The fair value amounts presented in the table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Schedule of Investments.
 
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.
 
Federal Income Taxes - The Fund has elected to be taxed as a “regulated investment company” and intends to distribute substantially all taxable income to its shareholders and otherwise comply with the provisions of the Internal Revenue Code applicable to regulated investment companies. Therefore, no provisions for federal income taxes or excise taxes have been made.
 
To avoid imposition of the excise tax applicable to regulated investment companies, the Fund intends to declare each year as dividends, in each calendar year, at least 98.0% of its net investment income (earned during the calendar year) and 98.2% of its net realized capital gains (earned during the twelve months ended October 31) plus undistributed amounts, if any, from prior years.
 
Net capital losses incurred after October 31, within the taxable year are deemed to arise on the first business day of the Fund’s next taxable year.
 
The Fund recognizes the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities. Management has analyzed the Fund’s tax positions, and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken in the Fund’s September 30, 2017 – September 30, 2019 tax returns or expected to be taken in the Fund’s September 30, 2020 tax returns. The Fund identifies its major tax jurisdictions as U.S. Federal, the State of New Jersey, and the State of Delaware; however the Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months.
 
Management has reviewed the tax positions for open periods (for federal purposes, three years from the date of filing and for state purposes, four years from the date of filing) as applicable to the Fund, and has determined that no provision for income tax is required in the Fund’s financial statements.
 
 
15
ETFMG Alternative Harvest ETF
 
NOTES TO FINANCIAL STATEMENTS
March 31, 2020 (Unaudited) (Continued)
 
 
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.
 
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.
 
 
16
 
ETFMG Alternative Harvest ETF
 
NOTES TO FINANCIAL STATEMENTS
March 31, 2020 (Unaudited) (Continued)
 
 
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.
 
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.
 
 
17
ETFMG Alternative Harvest ETF
 
NOTES TO FINANCIAL STATEMENTS
March 31, 2020 (Unaudited) (Continued)
 
 
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.
 
Non-Diversification Risk - Because the Fund is “non-diversified,” it may invest a greater percentage of its assets in the securities of a single issuer or a small number of issuers than if it was a diversified fund. As a result, a decline in the value of an investment in a single issuer or a small number of issuers could cause the Fund’s overall value to decline to a greater degree than if the Fund held a more diversified portfolio. This may increase the Fund’s volatility and have a greater impact on the Fund’s performance.
 
Securities Lending Risk - Securities lending involves exposure to certain risks, including operational risk (i.e., the risk of losses resulting from problems in the settlement and accounting process), “gap” risk (i.e., the risk of a mismatch between the return on cash collateral reinvestments and the fees a Fund has agreed to pay a borrower), and credit, legal, counterparty and market risk. In the event a borrower does not return a Fund’s securities as agreed, the Fund may experience losses if the proceeds received from liquidating the collateral do not at least equal the value of the loaned security at the time the collateral is liquidated plus the transaction costs incurred in purchasing replacement securities.
 
4. COMMITMENTS AND OTHER RELATED PARTY TRANSACTIONS
 
ETF Managers Group, LLC (the “Advisor”), serves as the investment advisor to the Fund. Pursuant to an Investment Advisory Agreement (“Advisory Agreement”) between the Trust, on behalf of the Fund, and the Advisor, the Advisor provides investment advice to the Fund and oversees the day-to- day operations of the Fund, subject to the direction and control of the Board and the officers of the Trust. Under the Advisory Agreement, the Advisor is also responsible for arranging transfer agency, custody, fund administration and accounting, and other non-distribution related services necessary for the Fund to operate.
 
Under the Investment Advisory Agreement with the Fund, the Advisor has overall responsibility for the general management and administration of the Fund and arranges for sub-advisory, transfer agency, custody, fund administration, securities lending, and all other non-distribution related services necessary for the Fund to operate. The Advisor bears the costs of all advisory and non-advisory services required to operate the Fund, in exchange for a single management fee. For services provided the Fund pays the Advisor at an annual rate of 0.75% of the Fund’s average daily net assets. Under the Investment Advisory Agreement, the Advisor has agreed to pay all expenses of the Fund, except for: the fee paid to the Advisor pursuant to the Investment Advisory Agreement, interest charges on any borrowings, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, extraordinary expenses, and distribution (12b-1) fees and expenses (collectively, “Excluded Expenses”). From the period October 1, 2017 to December 25, 2017, the Fund’s Sponsor was Tierra Funds, LLC. Tierra Funds, LLC agreed to sublicense the use of the Underlying Index to the Advisor. Effective December 26, 2017, the Advisor has entered into an Agreement with ETFMG Financial, LLC (the “Sponsor”). The Sponsor provides marketing support for the Fund, including distributing marketing materials related to the Fund.
 
 
18
 
ETFMG Alternative Harvest ETF
 
NOTES TO FINANCIAL STATEMENTS
March 31, 2020 (Unaudited) (Continued)
 
 
The Advisor pays each independent Trustee a quarterly fee for service to the Fund. Each Trustee is also reimbursed by the Advisor for all reasonable out-of-pocket expenses incurred in connection with his duties as Trustee, including travel and related expenses incurred in attending Board meetings.
 
5. DISTRIBUTION PLAN
 
The Fund has adopted a Plan of Distribution pursuant to Rule 12b-1 under the 1940 Act. Under the Plan, the Fund may pay compensation to the Distributor or any other distributor or financial institution with which the Trust has an agreement with respect to the Fund, with the amount of such compensation not to exceed an annual rate of 0.25% of each Fund’s average daily net assets. For the six months ended March 31, 2020, the Fund did not incur any 12b-1 expenses.
 
6. PURCHASES AND SALES OF SECURITIES
 
The costs of purchases and sales of securities, excluding short-term securities and in-kind transactions, for the six months ended March 31, 2020:
 
 
 
Sales
 
 $200,767,263 
 $173,726,275 
 
The costs of purchases and sales of in-kind transactions associated with creations and redemptions for the six months ended March 31, 2020:
 
 
Purchases
In-Kind
 
 
Sales
In-Kind
 
 $123,998,016 
 $47,732,269 
 
Purchases in-kind are the aggregate of all in-kind purchases and sales in-kind are aggregate of all proceeds from in-kind sales. Net capital gains or losses resulting from in-kind redemptions are excluded from the determination of the Fund’s taxable gains and are not distributed to shareholders.
 
There were no purchases or sales of U.S. Government obligations for the six months ended March 31, 2020.
 
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, 2020, the value of the securities on loan and payable for collateral due to broker were as follows:
 
Value of Securities on Loan Collateral Received
 
 
Values of Securities on Loan
 
 
Fund Collateral Received*
 
 $134,046,342 
 $134,046,342 
 
The securities on loan were collateralized in full with cash, as shown on the Schedule of Investments.
 
8. TAX COMPONENTS OF CAPITAL
 
As of September 30, 2019, the components of accumulated earnings/(deficit) on a tax basis were as follows:
 
 
Undistributed
Ordinary
Income
 
 
Undistributed
Long-Term
Gains
 
 
Post October Loss
and
Late Year Loss
 
 
Capital Loss
Carry
Forwards
 
 
Other
Book/Tax
Differences
 
 
Unrealized
Appreciation/
(Depreciation)
 
 
Total
Accumulated
Earnings/(Deficits)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$
726,784
 
 
$
-
 
 
$
-
 
 
$
(161,193,929
)
 
$
-
 
 
$
(484,546,532
)
 
$
(645,013,677
)
 
The difference between book basis and tax basis undistributed net investment income, unrealized depreciation and accumulated net realized losses from investments is attributable to the tax deferral of losses on wash sales and mark-to-market on passive foreign investment companies. The unrealized depreciation in the table above includes unrealized foreign currency losses of $8,943.
 
At September 30, 2019, the Fund had capital loss carry forwards for federal income tax purposes available to offset future capital gains as follows:
 
 
Expiring
 
 
Non-Expiring
Short-Term
 
 
Non-Expiring
Long-Term
 
 
Total
 
 
CLCF Utilized
 
 $- 
 $128,455,840 
 $32,738,089 
 $161,193,929 
 $- 
 
 
19
ETFMG Alternative Harvest ETF
 
NOTES TO FINANCIAL STATEMENTS
March 31, 2020 (Unaudited) (Continued)
 
 
Permanent book and tax differences, primarily attributable to tax adjustments for realized gains (losses) on in-kind redemptions, resulted in reclassifications for the year ended September 30, 2019 as follows:
 
 
Paid In Capital
 
 
Accumulated Earnings (Losses)
 
 $96,876,855 
 $(96,876,855)
 
9. DISTRIBUTIONS TO SHAREHOLDERS
 
The tax character of distributions paid by the Fund during the fiscal years ended September 30, 2019 and September 30, 2018 are as follows:
 
 
Year Ended September 30, 2019
 
 
Year Ended September 30, 2018
 
 
From
 
 
From
 
 
From
 
 
From
 
 
Ordinary Income
 
 
Capital Gains
 
 
Ordinary Income
 
 
Capital Gains
 
 $30,165,500 
 $- 
 $2,416,185 
 $40,848 
 
10. AGGREGATE UNREALIZED APPRECIATION AND DEPRECIATION – TAX BASIS
 
 
Tax Cost
 
 
Gross Unrealized Appreciation
 
 
Gross Unrealized Depreciation
 
 
Net Unrealized Depreciation
 
 $1,192,444,818 
 $6,188,449 
 $(733,206,758)
 $(727,018,309)
 
11. LEGAL MATTERS
 
The Trust, a former and current trustee of the Trust, the Adviser and certain officers of the Adviser were defendants in an action filed May 2, 2017 in the Superior Court of New Jersey captioned PureShares, LLC d/b/a PureFunds et al. v. ETF Managers Group, LLC et al., Docket No. C-63-17. The PureShares action alleged claims based on disputes arising out of contractual relationships with the Adviser relating to certain series of the Trust. The action sought damages in unspecified amounts and injunctive relief based on breach of contract, wrongful termination, and several other claims.
 
The Adviser and its parent, ETFMG, were defendants in a case filed on October 26, 2017 in the United States District Court for the Southern District of New York by NASDAQ, Inc. (“Nasdaq”) captioned Nasdaq, Inc. v. Exchange Traded Managers Group, LLC et al., Case 1:17-cv-08252. This action arose out of the same facts and circumstances, and relates to the same series of the Trust, as the New Jersey litigation and asserted claims for breach of contract, conversion and certain other claims. The matter was the subject of a bench trial in May 2019, and on December 20, 2019, the Court issued an Opinion and Order awarding compensatory damages to Plaintiff in the amount of $78,403,172.36, plus prejudgment interest. The Court also denied Plaintiff’s requests for punitive damages and equitable relief.
 
 
20
 
ETFMG Alternative Harvest ETF
 
NOTES TO FINANCIAL STATEMENTS
March 31, 2020 (Unaudited) (Continued)
 
 
On May 1, 2020, Nasdaq, PureShares LLC (“PureShares”), and ETFMG announced a global settlement that resolves all claims in both the PureShares action and the Nasdaq action. The settlement is subject to future negotiations and approvals among independent third parties. As part of the settlement, Nasdaq and ETFMG have agreed to certain cash payments from ETFMG to Nasdaq and PureShares, and have executed an asset purchase agreement to transfer certain ETFMG intellectual property and related assets, to a Nasdaq affiliate. The transaction is expected to close in the last half of 2020. The Adviser does not believe that the resolution of these matters will have a material adverse effect on the Funds’ financial statements. If the events set forth in the settlement agreement do not occur, and a subsequent settlement is not reached, the resulting conditions may adversely affect the Adviser’s future operations.
 
12. SUBSEQUENT EVENTS
 
Subsequent events after the date of the Statement of Assets and Liabilities have been evaluated through the date the financial statements were issued.
 
Management has determined that no events or transactions occurred requiring adjustment or disclosure in the financial statements other than as disclosed in Note 11 above.
 
 
 
 
 
 
 
 
 
 
21
ETFMG Alternative Harvest ETF
 
APPROVAL OF ADVISORY AGREEMENT AND BOARD CONSIDERATIONS
For the Period Ended March 31, 2020 (Unaudited)
 
Pursuant to Section 15(c) of the Investment Company Act of 1940 (the “1940 Act”), at a meeting held on March 24, 2020, the Board of Trustees (the “Board”) of ETF Managers Trust (the “Trust”) considered the renewal of the Amended and Restated 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 24, 2020, 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 Independent Trustees conferred amongst themselves and independent legal counsel during a telephonic contract renewal meeting held prior to the March 24, 2020 meeting and also conferred in executive sessions both with and without representatives of management before and during the March 24th meeting. The Independent Trustees requested, received and considered additional information arising out of these executive sessions.
 
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”) , as well as the Adviser’s response to the market volatility and uncertainty during the recent pandemic.
 
 
22
 
ETFMG Alternative Harvest ETF
 
APPROVAL OF ADVISORY AGREEMENT AND BOARD CONSIDERATIONS
For the Period Ended March 31, 2020 (Unaudited)
 
 
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 Fund’s performance with the performance of a group of peer funds and with the performance of the Fund’s underlying index for various time periods. 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. The Board noted management’s representations that the Fund’s performance satisfactorily tracked its underlying index, and 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, Profits 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. The Board noted that the advisory fee of the Fund was higher than the average and equal to the median expense ratios of its peer ETFs. The Board took into consideration management’s discussion of the fees, including that the Fund has a niche investment strategy that is substantially different than the strategies of many of the peer ETFs.
 
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 charges on any borrowings, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, extraordinary expenses (such as, among other things and subject to Board approval, non-standard Board-related expenses and litigation against the Board, Trustees, Fund, Adviser, and officers of the Adviser), and distribution (12b-1) fees and expenses. The Board also 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 concluded that the advisory fee for the Fund is reasonable in light of the factors considered.
 
The Board also evaluated the compensation and other benefits received by the Adviser from its relationship with the Fund, taking into account the profitability analysis provided by the Adviser. The Board received and reviewed a profitability analysis that detailed the revenues earned and the expenses incurred by the Adviser with respect to the Fund and considered how profit margins could affect the Adviser’s ability to attract and retain high quality personnel. Based on the information provided to the Trustees, the Trustees concluded that the level of profits realized by the Adviser from providing services to the Fund was not excessive in view of the nature, extent and quality of services provided to the Fund. The Board further considered other benefits derived by the Adviser and its affiliates from the Adviser’s relationship with the Fund, including services provided by certain brokerage firms.
 
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 and effectively acts as a cap on the fees and expenses (except as noted above) that are borne by the Fund. The Board noted that the Adviser still bears most of the ordinary fees and expenses of the Fund and that the Fund would likely experience benefits from the unitary fee at the Fund’s projected asset levels. The Board recognized that there were not likely to be any additional economies of scale for the Fund in the near term.
 
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.
 
 
23
 
ETFMG Alternative Harvest ETF
 
EXPENSE EXAMPLE
Six Months Ended March 31, 2020 (Unaudited)
 
As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including brokerage commissions on purchases and sales of Fund shares; (2) ongoing costs, including management fees and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
 
The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from October 1, 2019 through March 31, 2020.
Actual Expenses
 
The “Actual” line in the table below provides information about actual account values and actual expenses. You may use the information below, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
 
The “Hypothetical” line in the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balances or expenses you paid for the period. You may use this information to compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.
 
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as brokerage commissions paid on purchases and sales of Fund shares. Therefore, the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
 
 
 
Beginning Account Value
10/1/2019
 
 
Ending Account Value
3/31/2020
 
 
Expenses Paid During Period*
10/1/19 - 3/31/20
 
 
Expenses Paid During Period**
10/1/19 - 3/31/20
 
Actual
 $1,000.00 
 $556.30 
 $2.92 
  0.75%
 
    
    
    
    
Hypothetical
 $1,000.00 
 $1,021.25 
 $3.79 
  0.75%
(5% return before expenses)
    
    
    
    
 
*”Actual” expense information for the Fund is for the period from October 1, 2019 to March 31, 2020. Actual expenses are equal to the Fund's annualized net expense ratio multiplied by 183/366 (to reflect the period from October 1, 2019 to March 31, 2020). "Hypothetical" expense information for the Fund is presented on the basis of the full one-half year period to enable comparison to other funds. It is based on assuming the same net expense ratio and average account value over the period, but it is multiplied by 183/366 (to reflect the full half-year period).
 
** Annualized.
 
 
24
 
 
ETFMG Alternative Harvest ETF
 
Statement Regarding Liquidity Risk Management Program (unaudited)
 
ETF Managers Trust (the “Trust”) has adopted a liquidity risk management program (the “Program”). The Trust’s Board of Trustees (the “Board”) has designated ETF Managers Group LLC (the “Program Administrator”) as the administrator of the Program. The Program Administrator has designated a committee (the “Committee”), composed of personnel from multiple departments, including investment operations and compliance, that is responsible for the implementation and ongoing administration of the Program, which includes assessing the liquidity risk of the ETFMG Alternative Harvest ETF (the “Fund”) under both normal and reasonably foreseeable stressed conditions.
 
Under the Program, the Program Administrator assesses, manages and periodically reviews the Fund’s liquidity risk, based on factors specific to the circumstances of the Fund. Liquidity risk is the risk that the Fund could not meet shareholder redemption requests without significant dilution of remaining shareholders’ interests in the Fund. This risk is managed by monitoring the degree of liquidity of the Fund’s investments and limiting the amount of the Fund’s illiquid investments, among other means. The Program Administrator’s process of determining the degree of liquidity of the Fund’s investments is supported by one or more third-party liquidity assessment vendors.
 
At a meeting of the Board on March 24, 2020, the Adviser provided a written report to the Board addressing the operation, and the adequacy and effectiveness of the implementation, of the Program, including, the operation of any Highly Liquid Investment Minimum, where applicable, and any material changes to the Program, for the initial period from December 1, 2018 through February 29, 2020 (the “Reporting Period”). No significant liquidity events impacting the Fund were noted in the report and it was represented that, as of December 31, 2019, the Fund was primarily highly liquid and, during the Reporting Period, the Fund held less than 15% in illiquid securities. In addition, the Program Administrator provided its assessment that Program implementation was effective and that the Program operated adequately and effectively to enable the Program Administrator to oversee and manage liquidity risk and ensure the Fund is able to meet requests to redeem shares without significant dilution to the remaining investors’ interest in the Fund.
 
There can be no assurance that the Program will achieve its objectives in the future. Please refer to the Fund’s prospectus for more information regarding the Fund’s exposure to liquidity risk and other principal risks to which an investment in the Fund may be subject.
 
 
 
 
25
 
 
ETFMG Alternative Harvest ETF
 
SUPPLEMENTARY INFORMATION
March 31, 2020 (Unaudited)
 
INFORMATION ABOUT PORTFOLIO HOLDINGS
 
The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (the “Commission”) for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The Fund’s Form N-PORT is available on the Commission’s website at http://www.sec.gov. The Fund’s Form N-PORT may be obtained by calling 1-800-SEC-0330.
 
 
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.
 
 
26
 
 
ETFMG Alternative Harvest ETF
 
ETF MANAGERS TRUST
 
Privacy Policy and Procedures
 
ETF Managers Trust, (the “Trust”) has adopted the following privacy policies in order to safeguard the personal information of the Trust’s customers and consumers in accordance with Regulation S-P as promulgated by the U.S. Securities and Exchange Commission.
 
Trust officers are responsible for ensuring that the following policies and procedures are implemented:
 
1)
The Trust is committed to protecting the confidentiality and security of the information they collect and will handle personal customer and consumer information only in accordance with Regulation S-P and any other applicable laws, rules and regulations1. The Trust will ensure: (a) the security and confidentiality of customer records and information; (b) that customer records and information are protected from any anticipated threats and hazards; and (c) that customer records and information are protected from unauthorized access or use.
 
2)
The Trust conducts its business affairs through its trustees, officers and third parties that provide services pursuant to agreements with the Trust. The Trust has no employees. It is anticipated that the trustees and officers of the Trust who are not employees of service providers of the Trust will not have access to customer records and information in the performance of their normal responsibilities for the Trust.
 
3)
The Trust may share customer information with its affiliates, subject to the customers’ right to prohibit such sharing.
 
4)
The Trust may share customer information with unaffiliated third parties only in accordance with the requirements of Regulation S-P. Pursuant to this policy, the Trust will not share customer information with unaffiliated third parties other than as permitted by law, unless authorized to do so by the customer.
 
Consistent with these policies, the Trust has adopted the following procedures:
 
1)
The Trust will determine that the policies and procedures of its affiliates and Service Providers are reasonably designed to safeguard customer information and only permit appropriate and authorized access to and use of customer information through the application of appropriate administrative, technical and physical protections.
 
2)
The Trust will direct each of its Service Providers to adhere to the privacy policy of the Trust and to its privacy policies with respect to all customer information of the Trust and to take all actions reasonably necessary so that the Trust is in compliance with the provisions of Regulation S-P, including, as applicable, the development and delivery of privacy notices and the maintenance of appropriate and adequate records.
 
3)
The Trust requires its Service Providers to provide periodic reports to the Trust’s Board of Trustees outlining their privacy policies and the implementation of such policies. Each Service Provider is required to promptly report to the Trust’s Board any material changes to its privacy policy before, or promptly after, the adoption of such changes.
________________
(1)
Generally, the Funds have institutional clients which are not considered “customers” for purposes of regulation S-P.
 
 
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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
 
 
 
 
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 II                                                
           Samuel Masucci III, Principal Executive Officer
 
Date  August 12, 2020                                                                                                 
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
By (Signature and Title)* /s/  Samuel Masucci III                                               
           Samuel Masucci III, Principal Executive Officer
 
Date    August 12, 2020                                                                                              
 
 
By (Signature and Title)* /s/ John A. Flanagan                                                   
John A. Flanagan, Principal Financial Officer/Treasurer
 
Date August 12, 2020                                                                                                    
 
* Print the name and title of each signing officer under his or her signature.