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 ETFMG Alternative Harvest ETF’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
|
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%.
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
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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
|
|
|
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%
|
ETFMG™
ETFs
ETFMG
Prime Junior Silver Miners ETF
Schedule
of Investments
March 31, 2020
(Unaudited)
|
|
|
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)
|
|
|
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)
|
|
|
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)
|
|
|
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)
|
|
|
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)
|
|
|
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)
|
|
|
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)
|
|
|
|
|
|
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)
|
|
|
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)
|
|
|
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)
|
|
|
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)
|
|
|
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)
|
|
|
|
|
|
|
|
|
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)
|
|
|
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)
|
|
|
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)
|
|
|
|
|
|
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
|
|
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
|
|
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
|
|
|
|
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:
|
|
|
|
March 31,
2020
(Unaudited)
|
|
|
|
|
|
|
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
|
|
|
|
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:
|
|
|
|
March 31,
2020 (Unaudited)
|
Year
Ended September 30, 2019
|
|
|
|
|
|
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
|
|
|
|
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:
|
|
|
|
March 31,
2020 (Unaudited)
|
Year
Ended
September
30, 2019
|
|
|
|
|
|
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
|
|
|
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:
|
|
|
March 31,
2020 (Unaudited)1
|
|
|
|
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
|
|
|
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:
|
|
|
March 31,
2020
(Unaudited)1
|
|
|
|
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
|
|
|
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
|
|
|
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.
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.
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^
|
|
|
|
|
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^
|
|
|
|
|
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^
|
|
|
|
|
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
|
ETFMG™
ETFs
NOTES
TO FINANCIAL STATEMENTS
March 31, 2020
(Unaudited) (Continued)
VALT
|
|
|
|
|
Assets^
|
|
|
|
|
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^
|
|
|
|
|
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.
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.
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
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:
|
|
|
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:
|
|
|
|
|
|
|
|
|
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
|
-
|
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.
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:
|
|
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
|
|
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.
|
|
Post-
October
Capital
Loss
|
SILJ
|
$-
|
$-
|
HACK
|
-
|
-
|
IPAY
|
-
|
-
|
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:
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
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
|
|
|
|
Change in Unrealized
Appreciation (Depreciation)
|
|
|
|
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
|
|
|
|
Change in Unrealized
Appreciation (Depreciation)
|
|
|
|
Kootenay Silver,
Inc.*
|
$-
|
694,532
|
(159,440)
|
$47,612
|
$(490,371)
|
$-
|
$770,339
|
6,570,289
|
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
|
|
|
|
Change in Unrealized
Appreciation (Depreciation)
|
|
|
|
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.
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
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.
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.
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%
|
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%
|
1 The dollar amounts
shown as expenses paid during the period are equal to the
annualized six-month expense ratio multiplied by the average
account value during the period, multiplied by 183/366 to
reflect the 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).
3
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).
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.
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.
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
|
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.
|
|
|
|
|
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
|
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.
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
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.
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.
|
|
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.
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.
|
|
|
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.
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.
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%
|
Wedbush ETFMG
TM
ETF
Wedbush
ETFMG Global Cloud Technology ETF
Schedule
of Investments
March 31, 2020
(Unaudited)
|
|
|
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)
|
|
|
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)
|
|
|
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)
|
|
|
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)
|
|
|
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)
|
|
|
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)
|
|
|
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)
|
|
|
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
|
|
|
|
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:
|
|
|
|
March 31,
2020
(Unaudited)
|
Year
Ended
September
30,
2019
|
|
|
|
|
|
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:
|
|
|
|
March 31,
2020
(Unaudited)
|
Year
Ended
September
30,
2019
|
|
|
|
|
|
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
|
1
Commencement of
operations on March 8, 2016.
2
Calculated based on
average shares outstanding during the year/period.
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.
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
|
1
Commencement of
operations on March 8, 2016.
2
Calculated based on
average shares outstanding during the year/period.
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.
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.
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
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^
|
|
|
|
|
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^
|
|
|
|
|
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
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.
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:
*
As of April 7, 2020
the unitary fee changed to 0.68%, see Note 12- Subsequent Events
for further details
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:
|
|
|
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:
|
|
|
|
|
|
|
|
|
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.
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:
|
|
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.
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
|
|
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.
|
|
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:
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
IVES
|
$326,484
|
$-
|
$401,757
|
$2,383
|
GAMR
|
1,402,817
|
-
|
1,401,544
|
-
|
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
|
|
|
|
Change
in Unrealized Appreciation (Depreciation)
|
|
|
|
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
|
|
|
|
Change
in Unrealized Appreciation (Depreciation)
|
|
|
|
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.
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.
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
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.
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.
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).
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.
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.
|
|
|
|
|
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.
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.
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.
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
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.
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.
|
|
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”).
AI Powered Equity
ETF
PORTFOLIO
ALLOCATIONS
As of March 31,
2020 (Unaudited)
|
|
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%
|
AI Powered Equity
ETF
Schedule
of Investments
March 31, 2020
(Unaudited)
|
|
|
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)
|
|
|
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)
|
|
|
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)
|
|
|
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)
|
|
|
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)
|
|
|
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)
|
|
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)
|
|
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
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.
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.
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.
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
|
|
|
|
|
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.
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.
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.
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.
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:
|
|
|
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:
|
|
|
|
|
|
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.
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:
|
|
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
|
|
|
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
|
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)
|
|
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
|
|
|
|
|
|
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.
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.
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
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
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.
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).
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.
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.
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.
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
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
|
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
____________
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.
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.
|
|
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.
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%
|
Etho
Climate Leadership U.S. ETF
Schedule of Investments
March
31, 2020 (Unaudited)
|
|
|
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)
|
|
|
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)
|
|
|
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)
|
|
|
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)
|
|
|
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)
|
|
|
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)
|
|
|
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)
|
|
|
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)
|
|
|
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
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.
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.
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:
Etho
Climate Leadership U.S. ETF
NOTES TO FINANCIAL STATEMENTS
March
31, 2020 (Unaudited) (Continued)
Etho
Climate Leadership U.S. ETF
Assets^
|
|
|
|
|
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.
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.
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.
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:
|
|
|
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:
|
|
|
|
|
|
|
|
|
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
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:
|
|
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
|
|
|
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
|
|
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)
|
|
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
|
|
|
|
|
|
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
|
|
|
|
Change
in Unrealized Appreciation (Depreciation)
|
|
|
|
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.
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.
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
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
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.
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).
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.
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.
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.
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
|
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
|
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
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.
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.
|
|
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.
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%
|
BlueStar
Israel Technology ETF
Schedule of Investments
March
31, 2020 (Unaudited)
|
|
|
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)
|
|
|
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)
|
|
|
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
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.
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.
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:
BlueStar
Israel Technology ETF
NOTES TO FINANCIAL STATEMENTS
March
31, 2020 (Unaudited) (Continued)
BlueStar
Israel Technology ETF
Assets^
|
|
|
|
|
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.
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.
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.
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:
|
|
|
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:
|
|
|
|
|
|
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.
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:
|
|
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
|
|
|
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.
|
|
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:
BlueStar
Israel Technology ETF
NOTES TO FINANCIAL STATEMENTS
March
31, 2020 (Unaudited) (Continued)
|
Total
Distributable
Earnings/(Loss)
|
|
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
|
|
|
|
|
|
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
|
|
|
|
Change
in Unrealized Appreciation (Depreciation)
|
|
|
|
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
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.
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
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
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.
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).
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.
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.
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.
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
|
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
|
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
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
|
(43.24)%
|
(66.97)%
|
(23.77)%
|
(11.95)%
|
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. .
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.
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.
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%.
ETFMG Alternative
Harvest ETF
Schedule
of Investments
March 31, 2020
(Unaudited)
|
|
|
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)
|
|
|
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.
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”).
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.
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^
|
|
|
|
|
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.
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.
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.
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.
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:
|
|
$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
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:
|
|
|
|
|
$-
|
$128,455,840
|
$32,738,089
|
$161,193,929
|
$-
|
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:
|
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
|
|
|
|
|
|
|
|
|
$30,165,500
|
$-
|
$2,416,185
|
$40,848
|
10. AGGREGATE
UNREALIZED APPRECIATION AND DEPRECIATION – TAX
BASIS
|
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.