N-CSRS 1 etfmg_ncsrs.htm SEMI-ANNUAL SHAREHOLDER REPORT



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES


Investment Company Act file number 811-22310

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

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

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

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

Date of fiscal year end: September 30, 2023

Date of reporting period: March 31, 2023



Item 1. Reports to Stockholders.

(a)



ETFMG Prime Cyber Security ETF 

HACK

 

ETFMG Prime Mobile Payments ETF 

IPAY

 

ETFMG Sit Ultra Short ETF 

VALT

 

ETFMG Treatments, Testing and
Advancements ETF 

GERM

 

Semi-Annual Report

 

March 31, 2023 

(Unaudited)

 

 

 

 

 

The funds are series of ETF Managers Trust.

 

 

 

 

ETFMG™ ETFs

 

TABLE OF CONTENTS
March 31, 2023 (Unaudited)

 

 

    Page
Shareholders’ Letter   2
Growth of $10,000 Investment and Top 10 Holdings   4
Important Disclosures and Key Risk Factors   12
Portfolio Allocations   16
Schedules of Investments   17
Statements of Assets and Liabilities   33
Statements of Operations   34
Statements of Changes in Net Assets   35
Financial Highlights   39
Notes to the Financial Statements   43
Approval of Advisory Agreements and Board Considerations   55
Expense Examples   59
Statement Regarding Liquidity Risk Management Program   60
Trustees and Officers Table   61
Supplementary Information   63
Information about Portfolio Holdings   64
Information about Proxy Voting   64

 

 

 

 

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, 2022 to March 31, 2023.

 

Market Overview

 

The pace of inflation, as measured by the Consumer Price Index, showed signs of easing and together with positive corporate results and the prospect of lower interest rates resulted in improved stock performance in late 2022. Stocks and bonds generally rallied in January, pulling back when reports of rising prices caused concern that the U.S. Federal Reserve would raise interest rates more than expected. Investor worries escalated in February with all three major U.S. stock indexes recording a loss for the month. While more broadly the first few months of 2023 have seen U.S. economic growth and a strong jobs market, macroeconomic headwinds continued to challenge stock markets during the period. Rising interest rates, supply chain disruptions, the Russia-Ukraine War, and a slowdown in global growth weighed on investor sentiment along with fears that the Fed’s monetary tightening would push the economy into a recession.

 

These conditions have impacted the ETFs’ performance during the period, among other factors, and the value of an investment in the ETFs. We encourage you to talk with your financial advisor and visit etfmg.com for further insight into investing in today’s markets.

 

Performance Overview

 

During the 6-month period ended March 31, 2023, the S&P 500 Information Technology Sector Index, a broad measure of US listed technology companies, returned 27.59%. During the same period, the S&P Global 1200 Information Technology Sector Index, a broad measure of global technology companies, returned 29.15%. Also, during that period, the S&P 500, a broad measure of US listed companies, returned 15.62%. Below is a performance overview for each Fund for the same 6-month period.

 

ETFMG Prime Cyber Security ETF (HACK)

 

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

 

Over the period, the total return for HACK was 10.50%, while the total return for the PCD Index was 10.70%. The best performers in HACK, on the basis of contribution to return were, Okta Inc, Bae Systems Plc, Fortinet Inc, Cisco Systems Inc, and Juniper Networks Inc, while the worst performers were Zscaler Inc, SentinelOne Inc., CrowdStrike Holdings Inc., Gen Digital Inc, and Akamai Technologies Inc.

 

During the reporting period, HACK saw an average approximate allocation of 78.97% to the Information Technology sector and 20.43% to Industrials. The portfolio securities held by HACK were exposed predominately to the United States at 84.82%, 6.07% to the United Kingdom, and 4.93% to Israel.

 

ETFMG Prime Mobile Payments ETF (IPAY)

 

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

 

2 

 

 

Over the period, the total return for IPAY was 10.31%, while the total return for the PMP Index was 10.87%. The best performers in IPAY, on the basis of contribution to return were, Mastercard Inc., Visa Inc., Fiserv Inc, American Express Co, and Shift4 Payments Inc., while the worst performers were Fidelity National Info Serv, PayPal Holdings Inc, Pagseguro Digital Ltd, Marqeta Inc., and Affirm Holdings Inc.

 

During the reporting period, IPAY saw an average approximate allocation of 96.57% to the Financial Services sector and 3.40% to Information technology. The portfolio securities held by IPAY were exposed predominately to the United States at 69.99%, followed by Japan at 3.51% and South Korea at 3.24%.

 

ETFMG Sit Ultra Short ETF (VALT)

 

The ETFMG Sit Ultra Short ETF (“VALT”) is an actively managed exchange-traded fund that seeks maximum current income, consistent with preservation of capital and daily liquidity. Over the fiscal period, the total return for VALT was 2.20%, while the total return for its benchmark, the Bloomberg Barclays U.S. Treasury Bills Index: 1-3 month Index, was 1.99%.

 

VALT seeks to achieve its investment objective by investing in a diversified portfolio of high-quality, short-term U.S. dollar-denominated domestic and foreign debt securities and other instruments. VALT uses the Bloomberg Barclays U.S. Treasury Bills Index: 1-3-month Index as its benchmark index. During normal market conditions, the average portfolio effective duration for VALT is expected be more than 2 months, but less than 1 year. However, VALT is not a money market fund, does not seek to maintain a fixed or stable net asset value of $1, is not subject to the rules that govern the quality, maturity, liquidity, and other features of securities that money market funds may purchase, and does not have the tax advantages of a money market fund.

 

ETFMG Treatments, Testing and Advancements ETF (GERM)

 

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

 

Over the fiscal period, the total return for GERM was 2.02%, while the total return for the PTT Index was 1.66%. The best performers in GERM, on the basis of contribution to return were, Moderna Inc, Arbutus Biopharma Corp, Quest Diagnostics Inc, Vaxcyte Inc, and Quidelortho Corp, while the worst performers were Abcellera Biologics Inc, Immunitybio Inc, Novavax Inc, Biocryst Pharmaceuticals Inc, and Emergent Biosolutions Inc.

 

During the reporting period, GERM saw an average approximate allocation of 99.1% of its portfolio holdings to the Health Care sector. The portfolio securities held by GERM were exposed predominately to the United States at 76.91% followed by Germany at 8.76%, and the United Kingdom at 4.65%.

 

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

 

Sincerely,

 

 

Samuel Masucci III 

Chairman of the Board

 

3 

 

 

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

 

 

 

                Since     Value of  
Average Annual Returns   1 Year     5 Year     Inception     $10,000  
Period Ended March 31, 2023   Return     Return     (11/11/14)     (3/31/2023)  
ETFMG Prime Cyber Security ETF (NAV)     -18.25 %     7.48 %     8.56 %   $ 19,910  
ETFMG Prime Cyber Security ETF (Market)     -18.42 %     7.46 %     8.55 %   $ 19,892  
S&P 500 Index     -7.73 %     11.19 %     10.79 %   $ 23,614  
Prime Cyber Defense Index*     -18.22 %     7.88 %     8.99 %   $ 20,586  

 

* The Fund’s benchmark before 8/1/17 was the ISE Cyber Security Index. On 8/1/17, the Fund’s benchmark became the Prime Cyber Defense Index.

 

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, if any. The Index Returns do not reflect fees or expenses and are not available for direct investment.

 

4 

 

 

ETFMG Prime Cyber Security ETF

 

 

Top Ten Holdings as of March 31, 2023 (Unaudited)*

    Security   % of Total Investments
1   Fortinet, Inc.   4.37%
2   Crowdstrike Holdings, Inc. - Class A   4.36%
3   BAE Systems PLC   4.33%
4   Cisco Systems, Inc.   4.23%
5   VeriSign, Inc.   4.21%
6   Okta, Inc.   4.19%
7   Palo Alto Networks, Inc.   4.13%
8   Cloudflare, Inc. - Class A   4.07%
9   Check Point Software Technologies, Ltd.   4.05%
10   Akamai Technologies, Inc.   4.03%

 

Top Ten Holdings = 41.97% of Total Investments 

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

 

5 

 

 

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

 

 

 

                Since     Value of  
Average Annual Returns   1 Year     5 Year     Inception     $10,000  
Period Ended March 31, 2023   Return     Return     (7/15/15)     (3/31/2023)  
ETFMG Prime Mobile Payments ETF (NAV)     -20.09 %     3.03 %     7.05 %   $ 16,916  
ETFMG Prime Mobile Payments ETF (Market)     -20.05 %     2.92 %     7.02 %   $ 16,874  
S&P 500 Index     -7.73 %     11.19 %     11.11 %   $ 22,538  
Prime Mobile Payments Index*     -19.83 %     3.55 %     7.63 %   $ 17,635  

 

* The Fund’s benchmark before 8/1/17 was the ISE Mobile Payments Index. On 8/1/17, the Fund’s benchmark became the Prime Mobile Payments Index.

 

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, if any. The Index Returns do not reflect fees or expenses and are not available for direct investment.

 

6 

 

 

ETFMG Prime Mobile Payments ETF

 

 

Top Ten Holdings as of March 31, 2023 (Unaudited)*

    Security     % of Total Investments
1   ETFMG Sit Ultra Short ETF**   7.84%
2   Visa, Inc. - Class A   5.25%
3   PayPal Holdings, Inc.   5.23%
4   MasterCard, Inc. - Class A   5.21%
5   Fiserv, Inc.   4.93%
6   American Express Co.   4.80%
7   Adyen NV   4.05%
8   Block, Inc.   3.35%
9   Fidelity National Information Services, Inc.   2.77%
10   Global Payments, Inc.   2.60%

 

Top Ten Holdings = 46.03% of Total Investments 

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

** Affiliated security. Please refer to Note 9 of the Notes to Financial Statements.

 

7 

 

 

ETFMG Sit Ultra Short ETF
Growth of $10,000 (Unaudited)

 

 

 

          Since     Value of  
Average Annual Returns   1 Year     Inception     $10,000  
Period Ended March 31, 2023   Return     (10/8/2019)     (3/31/2023)  
ETFMG Sit Ultra Short ETF (NAV)     1.06 %     0.52 %   $ 10,181  
ETFMG Sit Ultra Short ETF (Market)     1.10 %     0.53 %   $ 10,185  
Bloomberg Barclays U.S. Treasury Bills Index:                        
1-3 Month Index     2.60 %     1.03 %   $ 10,362  

 

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, if any. The Index Returns do not reflect fees or expenses and are not available for direct investment.

 

8 

 

 

ETFMG Sit Ultra Short ETF

 

 

Top Ten Holdings as of March 31, 2023 (Unaudited)*

    Security     % of Total Investments
1   Brighthouse Financial Global Funding   2.94%
2   Brown & Brown, Inc.   2.74%
3   Triton Container International, Ltd.   2.70%
4   Nationwide Mutual Insurance Co.   2.41%
5   CNO Global Funding   2.27%
6   F&G Global Funding   2.27%
7   Hyundai Capital America   2.03%
8   Citigroup, Inc.   2.01%
9   JP Morgan Chase & Co.   1.98%
10   CenterPoint Energy, Inc.   1.98%

 

Top Ten Holdings = 23.33% of Total Investments 

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

 

9 

 

 

ETFMG Treatments, Testing and Advancements ETF
Growth of $10,000 (Unaudited)

 

 

 

          Since     Value of  
Average Annual Returns   1 Year     Inception     $ 10,000  
Period Ended March 31, 2023   Return     (6/17/2020)     (3/31/2023)  
ETFMG Treatments, Testing and Advancements ETF (NAV)     -22.26 %     -5.30 %   $ 8,593  
ETFMG Treatments, Testing and Advancements ETF (Market)     -24.49 %     -6.23 %   $ 8,358  
S&P 500 Index     -7.73 %     12.22 %   $ 13,789  
Prime Treatments, Testing and Advancements Index NTR     -22.74 %     -5.73 %   $ 8,506  

 

Performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance of the Fund may be lower or higher than the performance quoted. All performance is historical and includes reinvestment of dividends and capital gains. Performance data current to the most recent month end may be obtained by calling 1-844-ETF-MGRS (1-844-383-6477).

 

The chart illustrates the performance of a hypothetical $10,000 investment made on June 17, 2020, and is not intended to imply any future performance. The returns shown do not reflect the deduction of taxes that a shareholder would pay on fund distributions from the sales of Fund shares. The chart assumes reinvestment of capital gains and dividends, if any. The Index Returns do not reflect fees or expenses and are not available for direct investment.

 

10 

 

 

ETFMG Treatments, Testing and Advancements ETF

 

 

Top Ten Holdings as of March 31, 2023 (Unaudited)*

    Security   % of Total Investments
1   Moderna, Inc.   5.19%
2   ETFMG Sit Ultra Short ETF**   4.87%
3   Alnylam Pharmaceuticals, Inc.   4.80%
4   Quest Diagnostics, Inc.   4.72%
5   BioNTech SE - ADR   4.54%
6   Laboratory Corp. of America Holdings   4.47%
7   Vir Biotechnology, Inc.   3.20%
8   QuidelOrtho Corp.   3.14%
9   Bio-Rad Laboratories, Inc. - Class A   2.96%
10   Immunocore Holdings PLC - ADR   2.95%

 

Top Ten Holdings = 40.84% of Total Investments 

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

** Affiliated security. Please refer to Note 9 of the Notes to Financial Statements.

 

11 

 

 

ETFMG™ ETFs

 

 

Important Disclosures and Key Risk Factors

 

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

 

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

 

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.

 

12 

 

 

ETFMG™ ETFs

 

 

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

 

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

 

IPAY

 

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

 

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.

 

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

 

13 

 

 

ETFMG™ ETFs

 

 

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 LLC is not affiliated with Prime Indexes.

 

VALT

 

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

 

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’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.

 

Distributed by ETFMG Financial LLC, which is not affiliated with Sit Investment Associates.

 

GERM

 

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

 

Vaccine development companies are involved in discovering, developing and commercializing novel drugs with significant market potential. These companies face challenges including pre-clinical testing and clinical trial stages of development. Clinical trials may be delayed, and certain programs may never advance in the clinic or may be more costly to conduct than anticipated. Vaccine development requires companies to seek and secure significant funding. If there are delays in obtaining required regulatory and marketing approvals the ability of vaccine development companies to generate revenue will be materially impaired. If regulatory approval is obtained, products will still remain subject to regulatory scrutiny with regulatory authorities having the ability impose significant restrictions on the indicated uses or marketing. Lastly, even if a licensed product is achieved, vaccine development companies may encounter difficulties in manufacturing, product release, shelf life, testing, storage, supply chain management, or shipping.

 

14 

 

 

ETFMG™ ETFs

 

 

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 Prime Indexes.

 

15 

 

 

ETFMG™ ETFs

 

PORTFOLIO ALLOCATIONS
As of March 31, 2023 (Unaudited)

 

 

                      ETFMG  
                      Treatments,  
    ETFMG     ETFMG Prime     ETFMG     Testing and  
    Prime Cyber     Mobile     Sit Ultra     Advancements  
    Security ETF     Payments ETF     Short ETF     ETF  
As a percent of Net Assets:                                
Australia     %     0.2 %     %     %
Bermuda           1.6              
Brazil           1.4              
Canada     1.3       2.1             4.7  
Cayman Islands     0.0 *     5.8             4.2  
Cyprus           0.0 *            
Finland     0.2                    
France           2.1             0.8  
Germany     0.1                   6.0  
Isle of Man     0.2                    
Israel     7.1                    
Italy           2.0              
Japan     1.6       3.5             0.8  
Netherlands           4.9             2.8  
Puerto Rico           1.2              
Republic of Korea           3.2              
Sweden     0.0 *                  
United Kingdom     6.0       3.1             5.4  
United States     82.9       68.8             75.2  
Coporate Bonds                 74.4        
Municipal Bonds                 3.8        
U.S. Government Agency Issues                 5.2        
Short-Term and other Net Assets                                
(Liabilities)     0.6       0.1       16.6       0.1  
      100.0 %     100.0 %     100.0 %     100.0 %

 

* Amount is less than 0.05%

 

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

 

16 

 

 

ETFMG™ ETFs

 

ETFMG Prime Cyber Security ETF

 

Schedule of Investments
March 31, 2023 (Unaudited)

 

 

    Shares     Value  
             
COMMON STOCKS - 99.4%                
Canada - 1.3%                
Software - 1.3% (d)                
Absolute Software Corp.     280,009     $ 2,189,933  
BlackBerry, Ltd. (a)(b)     3,057,689       14,027,134  
Total Software             16,217,067  
                 
Cayman Islands - 0.0% (f)                
Software - 0.0% (d)(f)                
Arqit Quantum, Inc. (a)(b)     287,019       401,826  
                 
Finland - 0.2%                
Software - 0.2% (d)                
F-Secure Oyj     607,656       2,105,523  
WithSecure Oyj (a)     597,444       988,095  
Total Software             3,093,618  
                 
Germany - 0.1%                
IT Services - 0.1%                
Secunet Security Networks AG     8,489       1,873,494  
                 
Isle Of Man - 0.2%                
Software - 0.2% (d)                
Kape Technologies PLC (a)     699,054       2,453,381  
                 
Israel - 7.1%                
Communications Equipment - 0.3%                
Radware, Ltd. (a)     193,400       4,165,836  
Software - 6.8% (d)                
Allot Communications, Ltd. (a)(b)     198,029       532,698  
Check Point Software Technologies, Ltd. (a)     500,715       65,092,950  
Cognyte Software, Ltd. (a)     358,357       1,214,830  
CyberArk Software, Ltd. (a)     215,390       31,873,412  
Total Software             98,713,890  
Total Israel             102,879,726  
                 
Japan - 1.6%                
Software - 1.6% (d)                
Cyber Security Cloud, Inc. (a)     30,640       447,456  
Digital Arts, Inc.     45,904       1,763,211  
Trend Micro, Inc.     423,272       20,625,644  
Total Software             22,836,311  
                 
Sweden - 0.0% (f)                
Electronic Equipment, Instruments & Components - 0.0% (f)                
Fingerprint Cards AB - Class B (a)     1,834,054       582,077  

 

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

 

17 

 

 

ETFMG™ ETFs

 

ETFMG Prime Cyber Security ETF

 

Schedule of Investments
March 31, 2023 (Unaudited) (Continued)

 

 

    Shares     Value  
United Kingdom - 6.0%                
Aerospace & Defense - 5.6%                
BAE Systems PLC     5,735,915     $ 69,526,671  
QinetiQ Group PLC     2,778,054       11,130,859  
Total Aerospace & Defense             80,657,530  
IT Services - 0.1%                
NCC Group PLC     1,654,077       2,085,348  
Software - 0.3% (d)                
Darktrace PLC (a)     1,368,190       4,349,435  
Total United Kingdom             87,092,313  
                 
United States - 82.9%                
Aerospace & Defense - 1.7%                
Parsons Corp. (a)     557,388       24,937,539  
Communications Equipment - 12.8%                
Cisco Systems, Inc.     1,299,642       67,938,786  
F5 Networks, Inc. (a)     320,461       46,687,963  
Juniper Networks, Inc.     1,714,257       59,004,726  
NetScout Systems, Inc. (a)     365,090       10,459,828  
Total Communications Equipment             184,091,303  
IT Services - 18.4%                
Akamai Technologies, Inc. (a)(b)     825,747       64,655,990  
Cloudflare, Inc. - Class A (a)(b)     1,060,218       65,373,042  
Okta, Inc. (a)     779,536       67,227,185  
VeriSign, Inc. (a)     320,139       67,654,975  
Total IT Services             264,911,192  
Professional Services - 13.1%                
Booz Allen Hamilton Holding Corp.     655,571       60,764,876  
CACI International, Inc. - Class A (a)(b)     124,009       36,741,386  
Leidos Holdings, Inc.     650,911       59,922,867  
Science Applications International Corp. (b)     290,736       31,242,491  
Total Professional Services             188,671,620  
Software - 36.9% (d)                
A10 Networks, Inc.     373,301       5,782,432  
CommVault Systems, Inc. (a)     236,489       13,418,386  
Crowdstrike Holdings, Inc. - Class A (a)     510,136       70,021,267  
Everbridge, Inc. (a)     212,159       7,355,553  
ForgeRock, Inc. - Class A (a)(b)     224,062       4,615,677  
Fortinet, Inc. (a)     1,056,838       70,237,453  
Gen Digital, Inc. (b)     3,132,522       53,754,077  
LiveRamp Holdings, Inc. (a)     336,138       7,371,506  
N-able, Inc. (a)(b)     318,978       4,210,510  
OneSpan, Inc. (a)(b)     189,586       3,317,755  
Palo Alto Networks, Inc. (a)(b)     332,027       66,319,073  
Qualys, Inc. (a)(b)     194,557       25,296,301  
Rapid7, Inc. (a)     315,692       14,493,420  
SecureWorks Corp. - Class A (a)     51,924       444,989  
                 

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

 

18 

 

 

ETFMG™ ETFs

 

ETFMG Prime Cyber Security ETF

 

Schedule of Investments
March 31, 2023 (Unaudited) (Continued)

 

 

    Shares     Value  
SentinelOne, Inc. - Class A (a)(b)     1,127,444     $ 18,444,984  
SolarWinds Corp. (a)(b)     212,814       1,830,200  
Splunk, Inc. (a)     616,717       59,130,826  
Sumo Logic, Inc. (a)(b)     612,313       7,335,510  
Telos Corp. (a)     224,939       569,096  
Tenable Holdings, Inc. (a)(b)     598,295       28,424,995  
Varonis Systems, Inc. (a)     564,126       14,672,917  
ZeroFox Holdings, Inc. (a)(b)     444,321       648,709  
Zscaler, Inc. (a)(b)     463,596       54,161,921  
Total Software             531,857,557  
Total United States             1,194,469,211  
TOTAL COMMON STOCKS (Cost $1,570,901,045)             1,431,899,024  
                 
INVESTMENTS PURCHASED WITH PROCEEDS FROM                
SECURITIES LENDING COLLATERAL - 11.4%                
ETFMG Sit Ultra Short ETF (e)     850,000       41,167,370  
Mount Vernon Liquid Assets Portfolio, LLC, 4.93% (c)     122,898,468       122,898,468  
TOTAL INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL (Cost $165,215,678)             164,065,838  
                 
SHORT-TERM INVESTMENTS - 0.6%                
Money Market Funds - 0.6%                
First American Government Obligations Fund - Class X, 4.64% (c)     9,597,321       9,597,321  
TOTAL SHORT-TERM INVESTMENTS (Cost $9,597,321)             9,597,321  
                 
Total Investments (Cost $ 1,745,714,044) - 111.4%             1,605,562,183  
Liabilities in Excess of Other Assets - (11.4)%             (164,728,096 )
TOTAL NET ASSETS - 100.0%           $ 1,440,834,087  

 

Percentages are stated as a percent of net assets.

 

PLC Public Limited Company
(a) Non-income producing security.
(b) All or a portion of this security was out on loan at March 31, 2023.
(c) The rate shown is the annualized seven-day yield at period end.
(d) As of March 31, 2023 the Fund had a significant portion of its assets in the Software Industry.
(e) Affiliated security. Please refer to Note 9 of the Notes to Financial Statements.
(f) Amount is less than 0.05

 

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

 

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

 

19 

 

 

ETFMG™ ETFs

 

ETFMG Prime Mobile Payments ETF

 

Schedule of Investments
March 31, 2023 (Unaudited)

 

 

    Shares     Value  
             
COMMON STOCKS - 99.9%                
Australia - 0.2%                
Financial Services - 0.2% (d)                
EML Payments, Ltd. (a)(b)     2,240,497     $ 823,712  
                 
Bermuda - 1.6%                
Electronic Equipment, Instruments & Components - 0.4%                
PAX Global Technology, Ltd.     2,393,216       2,009,108  
Financial Services - 1.2%                
Paysafe, Ltd. (a)     305,233       5,271,374  
Total Bermuda             7,280,482  
                 
Brazil - 1.4%                
Financial Services - 1.4% (d)                
Cielo SA     6,889,619       6,606,270  
                 
Canada - 2.1%                
Financial Services - 2.1% (d)                
Nuvei Corp. (a)(f)     218,555       9,521,656  
                 
Cayman Islands - 5.8%                
Financial Services - 5.8% (d)                
Dlocal, Ltd. (a)     453,362       7,353,532  
Pagseguro Digital, Ltd. - Class A (a)(b)     759,754       6,511,092  
StoneCo., Ltd. - Class A (a)(b)     771,339       7,358,574  
Yeahka, Ltd. (a)     1,771,224       5,268,612  
Total Financial Services             26,491,810  
                 
Cyprus - 0.0% (h)                
Financial Services - 0.0% (d)(h)                
QIWI PLC - ADR (b)(g)     235,051        
                 
France - 2.1%                
Financial Services - 2.1% (d)                
Worldline SA (a)(f)     226,630       9,612,506  
                 
Italy - 2.0%                
Financial Services - 2.0% (d)                
Nexi SpA (a)(f)     1,124,161       9,126,615  
                 
Japan - 3.5%                
Consumer Finance - 1.3%                
Jaccs Co, Ltd.     183,307       6,060,762  

 

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

 

20 

 

 

ETFMG™ ETFs

 

ETFMG Prime Mobile Payments ETF

 

Schedule of Investments
March 31, 2023 (Unaudited) (Continued)

 

 

    Shares     Value  
Financial Services - 2.0% (d)                
GMO Financial Gate, Inc.     17,808     $ 1,337,193  
GMO Payment Gateway, Inc.     93,107       7,980,099  
Total Financial Services             9,317,292  
Software - 0.2%                
Intelligent Wave, Inc.     133,225       720,433  
Total Japan             16,098,487  
                 
Netherlands - 4.9%                
Financial Services - 4.9% (d)                
Adyen NV (a)(f)     14,238       22,531,765  
                 
Puerto Rico - 1.2%                
Financial Services - 1.2% (d)                
EVERTEC, Inc.     168,748       5,695,245  
                 
Republic of Korea - 3.2%                
Consumer Finance - 1.5%                
Samsung Card Co., Ltd.     292,160       6,822,340  
Financial Services - 1.7% (d)                
Kakaopay Corp. (a)     163,196       6,969,849  
Danal Co., Ltd. (a)     274,947       1,053,874  
Total Financial Services             8,023,723  
Total Republic of Korea             14,846,063  
                 
United Kingdom - 3.1%                
Financial Services - 3.1% (d)                
Network International Holdings PLC (a)(f)     1,814,038       5,478,098  
PayPoint PLC     192,703       1,081,613  
Wise PLC - Class A (a)     1,143,619       7,671,716  
Total Financial Services             14,231,427  
                 
United States - 68.8%                
Consumer Finance - 10.2%                
American Express Co.     161,807       26,690,065  
Bread Financial Holdings, Inc.     153,134       4,643,023  
Discover Financial Services     136,217       13,463,688  
Green Dot Corp. - Class A (a)(b)     113,975       1,958,090  
Total Consumer Finance             46,754,866  
Financial Services - 55.8% (d)                
Affirm Holdings, Inc. (a)(b)     523,206       5,896,532  
International Money Express, Inc. (a)     83,147       2,143,530  
Shift4 Payments, Inc. - Class A (a)(b)     106,728       8,089,982  
Block, Inc. (a)(b)     271,076       18,609,367  
Boku, Inc. (a)(f)     672,867       1,137,160  
Cantaloupe, Inc. (a)     196,705       1,121,218  
Euronet Worldwide, Inc. (a)(b)     66,439       7,434,524  
                 

 

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

 

21 

 

 

ETFMG™ ETFs

 

ETFMG Prime Mobile Payments ETF

 

Schedule of Investments
March 31, 2023 (Unaudited) (Continued)

 

 

    Shares     Value  
Fidelity National Information Services, Inc.     283,318     $ 15,392,667  
Fiserv, Inc. (a)     242,366       27,394,629  
FleetCor Technologies, Inc. (a)(b)     50,364       10,619,249  
Flywire Corp. (a)(b)     245,499       7,207,851  
Global Payments, Inc.     137,354       14,455,135  
I3 Verticals, Inc. - Class A (a)(b)     86,227       2,115,148  
Jack Henry & Associates, Inc. (b)     57,477       8,662,933  
Marqeta, Inc. - Class A (a)(b)     1,387,891       6,342,662  
MasterCard, Inc. - Class A     79,790       28,996,484  
MoneyGram International, Inc. (a)(b)     537,556       5,601,334  
Payoneer Global, Inc. (a)     920,758       5,782,360  
PayPal Holdings, Inc. (a)     382,881       29,075,983  
Remitly Global, Inc. (a)(b)     429,803       7,285,161  
Visa, Inc. - Class A (b)     129,515       29,200,452  
Western Union Co.     552,065       6,155,525  
WEX, Inc. (a)     42,659       7,844,564  
Total Financial Services             256,564,450  
Software - 2.8%                
ACI Worldwide, Inc. (a)(b)     247,498       6,677,497  
NCR Corp. (a)     261,955       6,179,518  
Total Software             12,857,015  
Total United States             316,176,331  
TOTAL COMMON STOCKS (Cost $622,040,912)             459,042,369  
                 
INVESTMENTS PURCHASED WITH PROCEEDS FROM                
SECURITIES LENDING COLLATERAL - 20.9%                
ETFMG Sit Ultra Short ETF (e)     900,000       43,588,980  
Mount Vernon Liquid Assets Portfolio, LLC - Class X, 4.93% (c)     52,408,532       52,408,532  
TOTAL INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL (Cost $97,415,049)             95,997,512  
                 
SHORT-TERM INVESTMENTS - 0.2%                
Money Market Funds - 0.2%                
First American Government Obligations Fund - Class X, 4.64% (c)     1,049,533       1,049,533  
TOTAL SHORT-TERM INVESTMENTS (Cost $1,049,533)             1,049,533  
                 
Total Investments (Cost $720,505,494) - 121.1%             556,089,414  
Liabilities in Excess of Other Assets - (21.1)%             (96,759,831 )
TOTAL NET ASSETS - 100.0%           $ 459,329,583  

 

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

 

22 

 

 

ETFMG™ ETFs

 

ETFMG Prime Mobile Payments ETF

 

Schedule of Investments
March 31, 2023 (Unaudited) (Continued)

 

 

Percentages are stated as a percent of net assets.

 

ADR American Depositary Receipt
PLC Public Limited Company
(a) Non-income producing security.
(b) All or a portion of this security was out on loan at March 31, 2023.
(c) The rate shown is the annualized seven-day yield at period end.
(d) As of March 31, 2023 the Fund had a significant portion of its assets in the Financial Services Industry.
(e) Affiliated security. Please refer to Note 9 of the Notes to Financial Statements.
(f) 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, 2023, the market value of these securities total $57,407,800, which represents 12.5% of total net assets.
(g) Value determined using significant unobservable inputs. The value of this security totals $0, which represents 0.0% of total net assets. Classified as Level 3 in the fair value hierarchy.
(h) Amount is less than 0.05%.

 

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.

 

23 

 

 

ETFMG™ ETFs

 

ETFMG Sit Ultra Short ETF

 

Schedule of Investments 

March 31, 2023 (Unaudited)

 

  

    Principal
Amount
    Value  
CORPORATE BONDS - 74.4%                
Bermuda - 2.7%                
Commercial and Industrial Machinery and Equipment Rental and Leasing - 2.7%                
Triton Container International, Ltd.                
1.150%, 06/07/2024 (b)   $ 3,550,000     $ 3,339,164  
                 
Ireland - 1.1%                
Capital Goods - 1.1%                
AerCap Ireland Capital DAC / AerCap Global Aviation Trust                
1.750%, 10/29/2024     1,500,000       1,397,972  
                 
United Kingdom - 1.8%                
Banks - 1.8%                
Barclays PLC                
6.252%, (3 Month LIBOR USD + 1.380%), 05/16/2024 (b)     2,281,000       2,273,248  
                 
United States - 68.8%                
Automotive - 6.3%                
General Motors Financial Co., Inc.                
5.354%, (SOFR + 0.760%), 03/08/2024 (b)     2,244,000       2,227,611  
4.952%, (SOFR + 0.620%), 10/15/2024 (b)     1,000,000       985,210  
Hyundai Capital America                
1.250%, 09/18/2023 (a)     2,564,000       2,511,378  
Penske Truck Leasing Co. Lp / PTL Finance Corp.                
3.450%, 07/01/2024 (a)     2,200,000       2,141,903  
            7,866,102  
Banks - 12.0%                
Bank of America Corp.                
5.272%, (BSBY3M + 0.430%), 05/28/2024 (b)     1,634,000       1,627,072  
Citigroup, Inc.                
3.352%, (3 Month LIBOR USD + 1.158%), 04/24/2025 (b)     2,557,000       2,492,476  
Citizens Financial Group, Inc.                
3.750%, 07/01/2024     500,000       440,641  
Comerica Bank                
4.000%, 07/27/2025     1,436,000       1,168,921  
The Huntington National Bank                
4.008%, (SOFR + 1.205%), 05/16/2025 (b)     850,000       814,197  
JPMorgan Chase & Co.                
3.845%, (SOFR + 0.980%), 06/07/2025 (b)     2,500,000       2,452,850  
KeyBank NA                
4.150%, 08/08/2025     2,100,000       1,986,152  
PNC Bank NA                
3.875%, 04/10/2025     2,268,000       2,193,296  
M&T Bank Corp.                
5.502%, (3 Month LIBOR USD + 0.680%), 07/26/2023 (b)     1,005,000       1,002,849  

 

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

 

 24

 

 

ETFMG™ ETFs

 

ETFMG Sit Ultra Short ETF 

 

Schedule of Investments 

March 31, 2023 (Unaudited) (Continued)

 

 

    Principal        
    Amount     Value  
Webster Financial Corp.                
4.375%, 02/15/2024   $ 750,000     $ 718,555  
              14,897,009  
Capital Goods - 0.8%                
Air Lease Corp.                
0.800%, 08/18/2024     1,040,000       970,152  
                 
Commercial and Industrial Machinery and Equipment Rental and Leasing - 1.2%                
Caterpillar Financial Services Corp.                
5.374%, (3 Month LIBOR USD + 0.510%), 05/15/2023 (b)     712,000       711,356  
John Deere Capital Corp.                
5.534%, (3 Month LIBOR USD + 0.550%), 06/07/2023 (b)     835,000       835,051  
              1,546,407  
Communications Equipment - 0.5%                
Motorola Solutions, Inc.                
4.000%, 09/01/2024     580,000       568,315  
                 
Consumer Services - 1.2%                
7-Eleven, Inc.                
0.800%, 02/10/2024 (a)     1,000,000       957,828  
Starbucks Corp.                
4.750%, 02/15/2026     600,000       603,420  
              1,561,248  
Diversified Financial Services - 5.0%                
Equifax, Inc.                
3.950%, 06/15/2023     842,000       838,597  
National Rural Utilities Cooperative Finance Corp.                
4.503%, (SOFR + 0.400%), 08/07/2023 (b)     2,277,000       2,270,817  
Metropolitan Life Global Funding I                
4.863%, (SOFR + 0.320%), 01/07/2024 (a)(b)     825,000       821,001  
Morgan Stanley                
6.063%, (3 Month LIBOR USD + 1.220%), 05/08/2024 (b)     2,242,000       2,242,139  
              6,172,554  
Health Care Equipment & Supplies - 3.5%                
Roche Holdings, Inc.                
4.925%, (SOFR + 0.330%), 09/11/2023 (a)(b)     950,000       950,133  
Thermo Fisher Scientific, Inc.                
4.722%, (SOFRINDX + 0.390%), 10/18/2023 (b)     2,050,000       2,045,832  
Zimmer Biomet Holdings, Inc.                
1.450%, 11/22/2024     1,500,000       1,417,702  
              4,413,667  
Insurance - 20.4%                
Brighthouse Financial Global Funding                
5.092%, (SOFR + 0.760%), 04/12/2024 (a)(b)     3,693,000       3,647,519  
Brown & Brown, Inc.                
4.200%, 09/15/2024     3,453,000       3,390,378  

 

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

 

 25

 

 

ETFMG™ ETFs

 

ETFMG Sit Ultra Short ETF

 

Schedule of Investments

March 31, 2023 (Unaudited) (Continued)

 

 

    Principal        
    Amount     Value  
CNO Global Funding                
1.650%, 01/06/2025 (a)   $ 3,000,000     $ 2,808,135  
F&G Global Funding                
0.900%, 09/20/2024 (a)     2,700,000       2,525,472  
Fairfax US, Inc.                
4.875%, 08/13/2024 (a)     745,000       730,944  
Finial Holdings, Inc.                
7.125%, 10/15/2023     1,415,000       1,430,125  
Health Care Service Corp A Mutual Legal Reserve Co.                
1.500%, 06/01/2025 (a)     2,000,000       1,863,508  
Jackson National Life Global Funding                
3.875%, 06/11/2025 (a)     718,000       681,058  
Jackson Financial, Inc.                
1.125%, 11/22/2023     500,000       485,196  
John Hancock Life Insurance Co.                
7.375%, 02/15/2024 (a)     495,000       501,488  
Metropolitan Life Insurance Co.                
7.875%, 02/15/2024 (a)     1,695,000       1,726,025  
Nationwide Mutual Insurance Co.                
7.156%, (3 Month LIBOR USD + 2.290%), 12/15/2024 (a)(b)(c)     3,000,000       2,988,491  
Pacific Life Insurance Co.                
7.900%, 12/30/2023 (a)     1,700,000       1,725,548  
Reliance Standard Life Global Funding II                
2.500%, 10/30/2024 (a)     1,000,000       956,397  
              25,460,284  
Multi-Utilities - 12.6%                
Baltimore Gas and Electric Co.                
3.350%, 07/01/2023     870,000       865,648  
CenterPoint Energy, Inc.                
4.655%, (SOFRINDX + 0.650%), 05/13/2024 (b)     2,473,000       2,450,742  
CMS Energy Corp.                
3.875%, 03/01/2024     1,845,000       1,817,511  
DTE Energy Co.                
4.220%, 11/01/2025     1,000,000       988,368  
Florida Power & Light Co.                
4.712%, (SOFRINDX + 0.380%), 01/12/2024 (b)     1,719,000       1,708,642  
NSTAR Electric Co.                
3.250%, 11/15/2025     805,000       759,622  
PacifiCorp                
3.350%, 07/01/2025     1,060,000       1,019,039  
Potomac Electric Power Co.                
3.600%, 03/15/2024     1,000,000       985,825  
Public Service Electric and Gas Co.                
3.000%, 05/15/2025     460,000       444,064  
Public Service Electric and Gas Co.                
3.050%, 11/15/2024     585,000       571,363  

 

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

 

 26

 

 

ETFMG™ ETFs

 

ETFMG Sit Ultra Short ETF

 

Schedule of Investments

March 31, 2023 (Unaudited) (Continued)

 

 

    Principal        
    Amount     Value  
Southern Co.                
2.950%, 07/01/2023   $ 2,000,000     $ 1,988,083  
Union Electric Co.                
3.500%, 04/15/2024     1,000,000       977,171  
WEC Energy Group, Inc.                
4.750%, 01/09/2026     100,000       100,094  
Wisconsin Electric Power Co.                
3.100%, 06/01/2025     450,000       430,586  
Wisconsin Public Service Corp.                
5.350%, 11/10/2025     589,000       599,412  
              15,706,170  
Oil, Gas & Consumable Fuels - 2.2%                
Atlantic City Electric Co.                
3.375%, 09/01/2024     535,000       521,530  
Chevron Corp.                
5.773%, (3 Month LIBOR USD + 0.900%), 05/11/2023 (b)     320,000       319,996  
Magellan Midstream Partners LP                
3.200%, 03/15/2025     1,992,000       1,914,432  
              2,755,958  
Retailing - 1.6%                
Genuine Parts Co.                
1.750%, 02/01/2025     2,089,000       1,973,717  
Specialized REITs - 1.1%                
Public Storage                
4.364%, (SOFR + 0.470%), 04/23/2024 (b)     1,325,000       1,318,989  
Technology Hardware, Storage & Peripherals - 0.4%                
Hewlett Packard Enterprise Co.                
5.900%, 10/01/2024     500,000       506,593  
TOTAL CORPORATE BONDS (Cost $95,197,221)             92,727,549  
                 
MUNICIPAL BONDS - 3.8%                
Colorado Bridge Enterprise                
0.923%, 12/31/2023     2,000,000       1,934,098  
Homewood Educational Building Authority                
2.000%, 12/01/2023     620,000       606,578  
Indiana Finance Authority                
0.955%, 03/01/2024     450,000       433,119  
Iowa Student Loan Liquidity Corp.                
3.586%, 12/01/2023     1,000,000       988,463  
Kentucky Housing Corp.                
0.800%, 01/01/2024     350,000       338,990  
Minnesota Housing Finance Agency                
2.498%, 07/01/2023     245,000       243,400  
North Springs Improvement District                
1.000%, 05/01/2023     215,000       214,377  
TOTAL MUNICIPAL BONDS (Cost $4,884,381)             4,759,025  

 

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

 

 27

 

 

ETFMG™ ETFs

 

ETFMG Sit Ultra Short ETF

 

Schedule of Investments

March 31, 2023 (Unaudited) (Continued)

 

 

    Principal        
    Amount/        
    Shares     Value  
U.S. GOVERNMENT AGENCY ISSUE - 5.2%                
United States - 5.2%                
Federal Home Loan Banks                
5.500%, 11/24/2025   $ 1,000,000     $ 998,460  
5.400%, 02/23/2026     2,000,000       2,001,611  
5.770%, 03/02/2026     1,800,000       1,803,457  
6.000%, 03/09/2026     1,650,000       1,653,028  
TOTAL U.S. GOVERNMENT AGENCY ISSUE (Cost $6,447,260)             6,456,556  
                 
SHORT-TERM INVESTMENTS - 16.0%                
U.S. Treasury Bills - 15.1%                
United States Treasury Bill     10,500,000       10,452,396  
United States Treasury Bill     5,000,000       4,948,785  
United States Treasury Bill     3,500,000       3,425,128  
Money Market Funds - 0.9%                
First American Government Obligations Fund - Class X, 4.64%     1,123,860       1,123,860  
TOTAL SHORT TERM INVESTMETNS (Cost $19,949,992)             19,950,169  
                 
Total Investments (Cost $126,478,854) - 99.4%             123,893,299  
Other Assets in Excess of Liabilities - 0.6%             771,504  
TOTAL NET ASSETS - 100.0%           $ 124,664,803  

 

Percentages are stated as a percent of net assets.

 

PLC Public Limited Company
(a) Restriced 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, 2023, the market value of these securities total $30,875,992, which represents 24.77% 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, 2023.

(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, 2023.

(d) The rate shown is the seven-day yield at period end.

 

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.

 

 28

 

 

ETFMG™ ETFs

 

ETFMG Treatments, Testing and Advancements ETF

 

Schedule of Investments

March 31, 2023 (Unaudited)

 

 

    Shares     Value  
             
COMMON STOCKS - 99.9%                
Canada - 4.7%                
Biotechnology - 1.0% (d)                
Arbutus Biopharma Corp. (a)     51,963     $ 157,448  
VBI Vaccines, Inc. (a)     85,744       25,980  
Total Biotechnology             183,428  
Life Sciences Tools & Services - 3.7%                
AbCellera Biologics, Inc. (a)(b)     94,496       712,500  
Total Canada             895,928  
                 
Cayman Islands - 4.2%                
Biotechnology - 4.2% (d)                
I-Mab - ADR (a)(b)     27,396       94,790  
Zai Lab, Ltd. - ADR (a)(b)     20,931       696,165  
Total Biotechnology             790,955  
                 
France - 0.8%                
Pharmaceuticals - 0.8%                
Sanofi - ADR (b)     2,898       157,710  
                 
Germany - 6.0%                
Biotechnology - 6.0% (d)                
BioNTech SE - ADR (b)     9,060       1,128,605  
                 
Japan - 0.8%                
Pharmaceuticals - 0.8%                
Takeda Pharmaceutical Co., Ltd. - ADR (a)     9,004       148,386  
                 
Netherlands - 2.8%                
Biotechnology - 2.8% (d)                
CureVac NV (a)(b)     76,144       530,724  
                 
United Kingdom - 5.4%                
Biotechnology - 3.9% (d)                
Immunocore Holdings PLC - ADR (a)     14,822       732,800  
Pharmaceuticals - 1.5%                
AstraZeneca PLC - ADR     2,120       147,149  
GSK PLC - ADR     3,992       142,035  
Total Pharmaceuticals             289,184  
Total United Kingdom             1,021,984  
                 
United States - 75.2%                
Biotechnology - 40.2% (d)                
AbbVie, Inc.     894       142,477  
Alnylam Pharmaceuticals, Inc. (a)     5,963       1,194,508  

 

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

 

 29

 

 

ETFMG™ ETFs

 

ETFMG Treatments, Testing and Advancements ETF

 

Schedule of Investments

March 31, 2023 (Unaudited) (Continued)

 

 

    Shares     Value  
Altimmune, Inc. (a)     16,361     $ 69,043  
Arcturus Therapeutics Holdings, Inc. (a)     8,890       213,093  
ARS Pharmaceuticals, Inc. (a)     31,789       206,946  
Assembly Biosciences, Inc. (a)     16,315       13,711  
Atossa Therapeutics, Inc. (a)     42,442       30,766  
BioCryst Pharmaceuticals, Inc. (a)(b)     62,568       521,817  
CEL-SCI Corp. (a)(b)     14,522       33,691  
Chimerix, Inc. (a)     29,405       37,050  
Cue Biopharma, Inc. (a)     13,528       48,295  
Dynavax Technologies Corp. (a)(b)     42,393       415,875  
Emergent BioSolutions, Inc. (a)     16,647       172,463  
Enanta Pharmaceuticals, Inc. (a)     7,080       286,315  
Gilead Sciences, Inc.     1,734       143,870  
GreenLight Biosciences Holdings PBC (a)     51,545       22,288  
Gritstone bio, Inc. (a)     27,912       77,595  
HilleVax, Inc. (a)(b)     10,857       179,466  
Icosavax, Inc. (a)     12,961       75,174  
ImmunityBio, Inc. (a)(b)     163,948       298,385  
Inovio Pharmaceuticals, Inc. (a)     86,366       70,820  
Invivyd, Inc. (a)     35,155       42,186  
Moderna, Inc. (a)(b)     8,410       1,291,608  
Novavax, Inc. (a)(b)     28,610       198,267  
Ocugen, Inc. (a)     73,601       62,789  
Regeneron Pharmaceuticals, Inc. (a)(b)     179       147,079  
Vaxart, Inc. (a)     39,005       29,515  
Vaxcyte, Inc. (a)     18,630       698,253  
Vaxxinity, Inc. (a) - Class A     43,836       99,508  
Vir Biotechnology, Inc. (a)     34,187       795,532  
Total Biotechnology             7,618,385  
Health Care Equipment & Supplies - 6.9%                
Abbott Laboratories     1,345       136,195  
Co-Diagnostics, Inc. (a)     9,819       14,532  
Cue Health, Inc. (a)(b)     49,136       89,428  
Hologic, Inc. (a)     1,724       139,127  
OraSure Technologies, Inc. (a)     22,951       138,854  
QuidelOrtho Corp. (a)     8,759       780,338  
Total Health Care Equipment & Supplies             1,298,474  
Health Care Providers & Services - 15.6%                
Fulgent Genetics, Inc. (a)     9,208       287,474  
Laboratory Corp. of America Holdings     4,842       1,110,852  
OPKO Health, Inc. (a)     256,528       374,531  
Quest Diagnostics, Inc. (b)     8,299       1,174,142  
Total Health Care Providers & Services             2,946,999  
Life Sciences Tools & Services - 6.0%                
Adaptive Biotechnologies Corp. (a)     44,598       393,800  
Bio-Rad Laboratories, Inc. - Class A (a)     1,537       736,254  
Total Life Sciences Tools & Services             1,130,054  

 

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

 

 30

 

 

ETFMG™ ETFs

 

ETFMG Treatments, Testing and Advancements ETF

 

Schedule of Investments 

March 31, 2023 (Unaudited) (Continued)

 

 

    Shares     Value  
Pharmaceuticals - 6.5%            
AN2 Therapeutics, Inc. (a)(b)     6,742     $ 66,544  
Atea Pharmaceuticals, Inc. (a)     26,460       88,641  
Bristol-Myers Squibb Co.     1,995       138,273  
CorMedix, Inc. (a)     13,706       56,743  
Eli Lilly and Co.     438       150,418  
Johnson & Johnson (b)     905       140,275  
Merck & Co., Inc.     1,290       137,243  
Paratek Pharmaceuticals, Inc. (a)     18,339       46,581  
Pfizer, Inc.     3,398       138,638  
Scilex Holding Co. (a)     16,590       136,035  
SIGA Technologies, Inc. (b)     23,952       137,724  
Total Pharmaceuticals             1,237,115  
Total United States             14,231,027  
TOTAL COMMON STOCKS (Cost $33,062,550)             18,905,319  
                 
INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL - 31.3%                
ETFMG Sit Ultra Short ETF (e)     25,000       1,210,805  
Mount Vernon Liquid Assets Portfolio, LLC, 4.93% (c)     4,710,728       4,710,728  
TOTAL INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL (Cost $5,954,703)             5,921,533  
                 
SHORT-TERM INVESTMENTS - 0.3%                
Money Market Funds - 0.3%                
First American Government Obligations Fund - Class X, 4.64% (c)     48,404       48,404  
TOTAL SHORT-TERM INVESTMENTS (Cost $48,404)             48,404  
                 
Total Investments (Cost $39,065,656) - 131.5%             24,875,256  
Liabilities in Excess of Other Assets - (31.5)%             (5,952,499 )
TOTAL NET ASSETS - 100.0%           $ 18,922,757  

 

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

 

 31

 

 

ETFMG™ ETFs

 

ETFMG Treatments, Testing and Advancements ETF

 

Schedule of Investments

March 31, 2023 (Unaudited) (Continued)

 

 

Percentages are stated as a percent of net assets.

 

ADR American Depositary Receipt

PLC Public Limited Company

(a) Non-income producing security.

(b) All or a portion of this security was out on loan at March 31, 2023.

(c) The rate shown is the annualized seven-day yield at period end.

(d) As of March 31, 2023 the Fund had a significant portion of its assets in the Biotechnology Industry.

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

 

The 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.

 

 32

 

 

ETFMG™ ETFs

 

STATEMENTS OF ASSETS AND LIABILITIES 

March 31, 2023 (Unaudited)

 

 

    ETFMG Prime Cyber Security ETF     ETFMG Prime Mobile Payments
ETF
    ETFMG Sit Ultra Short ETF     ETFMG Treatments, Testing and Advancements ETF  
ASSETS                        
Investments in unaffiliated securities, at value*   $ 1,564,394,813     $ 512,500,434     $ 123,893,299     $ 23,664,451  
Investments in affiliated securities, at value*     41,167,370       43,588,980             1,210,805  
Foreign currency*           3,481              
Receivables:                                
Dividends and interest receivable     1,215,157       1,621,815       803,266       9,320  
Securities lending income receivable                       3,892  
Total Assets     1,606,777,341       557,714,710       124,696,565       24,888,468  
                                 
LIABILITIES                                
Collateral received for securities loaned (Note 7)     165,215,678       97,415,049             5,954,703  
Payables:                                
Payable for investments purchased           645,852              
Securities lending payable     17,243       31,827              
Management fees payable     710,333       292,399       31,762       11,008  
Total Liabilities     165,943,254       98,385,127       31,762       5,965,711  
Net Assets   $ 1,440,834,087     $ 459,329,583     $ 124,664,803     $ 18,922,757  
                                 
NET ASSETS CONSIST OF:                                
Paid-in Capital   $ 1,890,375,649     $ 865,148,712     $ 131,007,142     $ 46,906,613  
Total Distributable Earnings (Accumulated Losses)     (449,541,562 )     (405,819,129 )     (6,342,339 )     (27,983,856 )
Net Assets   $ 1,440,834,087     $ 459,329,583     $ 124,664,803     $ 18,922,757  
                                 
*Identified Cost:                                
                                 
Investments in unaffiliated securities   $ 1,703,396,834     $ 675,498,977     $ 126,478,854     $ 37,821,681  
Investments in affiliated securities     42,317,210       45,006,517             1,243,975  
Foreign currency           3,515              
                                 
Shares Outstanding^     30,100,000       11,000,000       2,575,000       900,000  
                                 
Net Asset Value, Offering and Redemption Price per Share   $ 47.87     $ 41.76     $ 48.41     $ 21.03  

 

^ No par value, unlimited number of shares authorized

 

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

 

 33

 

 

ETFMG™ ETFs

 

STATEMENTS OF OPERATIONS 

For the Period Ended March 31, 2023 (Unaudited)

 

 

    ETFMG Prime Cyber Security ETF     ETFMG Prime Mobile Payments
ETF
    ETFMG Sit Ultra Short ETF     ETFMG Treatments, Testing and Advancements ETF  
INVESTMENT INCOME                        
Income:                        
Dividends from unaffiliated securities (net of foreign withholdings tax of $67,997, $53,183, $-, $423)   $ 5,462,533     $ 1,705,272     $ 3     $ 140,376  
Interest     188,965       70,733       2,255,212       2,352  
Securities lending income     141,956                   31,417  
Total Investment Income     5,793,454       1,776,005       2,255,215       174,145  
                                 
Expenses:                                
Management fees     4,258,171       1,866,960       185,912       77,412  
Total Expenses     4,258,171       1,866,960       185,912       77,412  
Net Investment Income (Loss)     1,535,283       (90,955 )     2,069,303       96,733  
                                 
REALIZED & UNREALIZED GAIN (LOSS) ON INVESTMENTS                                
Net Realized Gain (Loss) on:                                
Unaffiliated Investments     (27,575,540 )     (34,204,964 )     (567,296 )     (6,331,815 )
Affiliated Investments                        
In-Kind redemptions     24,187,929       2,937,176             396,138  
Foreign currency and foreign currency translation     67,642       (96,093 )            
Net Realized Gain (Loss) on Investments and In-Kind redemptions     (3,319,969 )     (31,363,881 )     (567,296 )     (5,935,677 )
Net Change in Unrealized Appreciation (Depreciation) of:                                
Unaffiliated Investments     143,155,398       81,778,809       1,204,035       6,610,887  
Affiliated Investments     303,620       321,480             8,930  
Foreign currency and foreign currency translation     (3,641 )     1,655              
Net change in Unrealized Appreciation (Depreciation) of Investments     143,455,377       82,101,944       1,204,035       6,619,817  
Net Realized and Unrealized Gain on Investments     140,135,408       50,738,063       636,739       684,140  
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS   $ 141,670,691     $ 50,647,108     $ 2,706,042     $ 780,873  

 

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

 

 34

 

 

ETFMG Prime Cyber Security ETF

 

STATEMENTS OF CHANGES IN NET ASSETS

 

 

    Period Ended March 31, 2023 (Unaudited)     Year Ended September 30, 2022  
OPERATIONS            
Net investment income   $ 1,535,283     $ 2,217,325  
Net realized gain (loss) on investments and In-Kind Redemptions     (3,319,969 )     11,269,378  
Net change in unrealized appreciation (depreciation) of investments and foreign currency and foreign currency translation     143,455,377       (627,655,319 )
Net increase (decrease) in net assets resulting from operations     141,670,691       (614,168,616 )
                 
DISTRIBUTIONS TO SHAREHOLDERS                
Total distributions from distributable earnings     (1,861,286 )     (2,222,505 )
                 
CAPITAL SHARE TRANSACTIONS                
Net decrease in net assets derived from net change in outstanding shares     (130,490,770 )     (259,776,610 )
Transaction Fees (See Note 1)           35,598  
Net decrease in net assets from capital share transactions     (130,490,770 )     (259,741,012 )
Total increase (decrease) in net assets     9,318,635       (876,132,133 )
                 
NET ASSETS                
Beginning of Period/Year     1,431,515,452       2,307,647,585  
End of Period/Year   $ 1,440,834,087     $ 1,431,515,452  

  

Summary of share transactions is as follows:                            

 

    Period Ended
March 31, 2023 (Unaudited)
    Year Ended
September 30, 2022
 
    Shares     Amount     Shares     Amount  
Shares Sold         $       15,400,000     $ 864,143,480  
Transaction Fees (See Note 1)                       35,598  
Shares Redeemed     (2,900,000 )     (130,490,770 )     (20,250,000 )     (1,123,920,090 )
Net Transactions in Fund Shares     (2,900,000 )   $ (130,490,770 )     (4,850,000 )   $ (259,741,012 )
Beginning Shares     33,000,000               37,850,000          
Ending Shares     30,100,000               33,000,000          

 

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

 

 35

 

 

ETFMG Prime Mobile Payments ETF

 

STATEMENTS OF CHANGES IN NET ASSETS

 

 

    Period Ended March 31, 2023 (Unaudited)     Year Ended September 30, 2022  
OPERATIONS            
Net investment loss   $ (90,955 )   $ (719,090 )
Net realized loss on investments and In-Kind Redemptions     (31,363,881 )     (120,294,623 )
Net change in unrealized appreciation (depreciation) of investments and foreign currency and foreign currency translation     82,101,944       (379,332,326 )
Net increase (decrease) in net assets resulting from operations     50,647,108       (500,346,039 )
                 
CAPITAL SHARE TRANSACTIONS                
Net decrease in net assets derived from net change in outstanding shares     (98,541,375 )     (186,127,525 )
Transaction Fees (See Note 1)     15,861       44,420  
Net decrease in net assets from capital share transactions     (98,525,514 )     (186,083,105 )
Total decrease in net assets     (47,878,406 )     (686,429,144 )
                 
NET ASSETS                
Beginning of Period/Year     507,207,989       1,193,637,133  
End of Period/Year   $ 459,329,583     $ 507,207,989  

 

Summary of share transactions is as follows:                    

 

    Period Ended
March 31, 2023 (Unaudited)
    Year Ended
September 30, 2022
 
    Shares     Amount     Shares     Amount  
Shares Sold         $       2,100,000     $ 114,795,455  
Transaction Fees (See Note 1)           15,861             44,420  
Shares Redeemed     (2,400,000 )     (98,541,375 )     (6,300,000 )     (300,922,980 )
Net Transactions in Fund Shares     (2,400,000 )   $ (98,525,514 )     4,200,000     $ (186,083,105 )
Beginning Shares     13,400,000               17,600,000          
Ending Shares     11,000,000               13,400,000          

 

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

 

 36

 

 

ETFMG Sit Ultra Short ETF

 

STATEMENTS OF CHANGES IN NET ASSETS

 

 

    Period Ended March 31, 2023 (Unaudited)     Year Ended September 30, 2022  
OPERATIONS            
Net investment income   $ 2,069,303     $ 2,230,300  
Net realized loss on investments and In-Kind Redemptions     (567,296 )     (2,255,726 )
Net change in unrealized appreciation (depreciation) of investments and foreign currency and foreign currency translation     1,204,035       (4,305,127 )
Net increase (decrease) in net assets resulting from operations     2,706,042       (4,330,553 )
                 
DISTRIBUTIONS TO SHAREHOLDERS                
Total distributions from distributable earnings     (1,939,585 )     (2,064,413 )
                 
CAPITAL SHARE TRANSACTIONS                
Net decrease in net assets derived from net change in outstanding shares           (112,259,140 )
Net increase (decrease) in net assets     766,457       (118,654,106 )
                 
NET ASSETS                
Beginning of Period/Year     123,898,346       242,552,452  
End of Period/Year   $ 124,664,803     $ 123,898,346  

  

Summary of share transactions is as follows:                          

 

      Period Ended
March 31, 2023 (Unaudited)
    Year Ended
September 30, 2022
 
      Shares     Amount     Shares     Amount  
Shares Sold         $         $  
Shares Redeemed                   (2,300,000 )     (112,259,140 )
Net Transactions in Fund Shares           $       (2,300,000 )   $ (112,259,140 )
Beginning Shares       2,575,000               4,875,000          
Ending Shares       2,575,000               2,575,000          

 

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

 

 37

 

 

ETFMG Treatments, Testing and Advancements ETF

 

STATEMENTS OF CHANGES IN NET ASSETS

 

 

    Period Ended March 31, 2023 (Unaudited)     Year Ended September 30, 2022  
OPERATIONS            
Net investment income   $ 96,733     $ 137,898  
Net realized loss on investments and In-Kind Redemptions     (5,935,677 )     (5,036,064 )
Net change in unrealized appreciation (depreciation) of investments and foreign currency and foreign currency translation     6,619,817       (22,089,191 )
Net increase (decrease) in net assets resulting from operations     780,873       (26,987,357 )
                 
DISTRIBUTIONS TO SHAREHOLDERS                
Total distributions from distributable earnings     (111,053 )     (119,444 )
                 
CAPITAL SHARE TRANSACTIONS                
Net decrease in net assets derived from net change in outstanding shares     (3,510,295 )     (14,610,560 )
Net decrease in net assets     (2,840,475 )     (41,717,361 )
                 
NET ASSETS                
Beginning of Period/Year     21,763,232       63,480,593  
End of Period/Year   $ 18,922,757     $ 21,763,232  

  

Summary of share transactions is as follows:                          

 

      Period Ended
March 31, 2023 (Unaudited)
   

Year Ended

September 30, 2022

 
      Shares     Amount     Shares     Amount  
Shares Sold           $       100,000     $ 2,739,590  
Shares Redeemed       (150,000 )     (3,510,295 )     (600,000 )     (17,350,150 )
Net Transactions in Fund Shares       (150,000 )   $ (3,510,295 )     (500,000 )   $ (14,610,560 )
Beginning Shares       1,050,000               1,550,000          
Ending Shares       900,000               1,050,000          

 

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

 

 38

 

 

ETFMG Prime Cyber Security ETF

 

FINANCIAL HIGHLIGHTS

For a capital share outstanding throughout each period/year

 

 

    Period Ended March 31, 2023 (Unaudited)     Year Ended September 30, 2022     Year Ended September 30, 2021     Year Ended September 30, 2020     Year Ended September 30, 2019     Year Ended September 30, 2018  
Net Asset Value, Beginning Period/Year   $ 43.38     $ 60.97     $ 46.56     $ 37.46     $ 40.08     $ 30.11  
Income (Loss) from Investment Operations:                                                
Net investment income 1     0.05       0.06       0.20       0.64       0.07       0.03  
Net realized and unrealized gain (loss) on investments     4.50       (17.59 )     14.39       9.10       (2.64 )     9.94  
Total from investment operations     4.55       (17.53 )     14.59       9.74       (2.57 )     9.97  
Less Distributions:                                                
Distributions from net investment income     (0.06 )     (0.06 )     (0.18 )     (0.64 )     (0.05 )     (0.00 )2
Total distributions     (0.06 )     (0.06 )     (0.18 )     (0.64 )     (0.05 )     (0.00 )2
Net asset value, end period/year   $ 47.87     $ 43.38     $ 60.97     $ 46.56     $ 37.46     $ 40.08  
Total Return     10.50 %3     (28.77 )%     31.34 %     26.75 %     (6.42 )%     33.16 %
                                                 
Ratios/Supplemental Data:                                                
Net assets at end of period/year (000’s)   $ 1,440,834     $ 1,431,515     $ 2,307,648     $ 1,503,814     $ 1,427,200     $ 1,835,861  
                                                 
Gross Expenses to Average Net Assets     0.60 %4     0.60 %     0.60 %     0.60 %     0.60 %     0.60 %
Net Investment Income to Average Net Assets     0.22 %4     0.11 %     0.35 %     1.50 %     0.19 %     0.07 %
Portfolio Turnover Rate     9 %3     51 %     34 %     33 %     36 %     41 %

 

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

2 Per share amount is less than $0.005.

3 Not annualized.

4 Annualized.

  

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

 

 39

 

 

ETFMG Prime Mobile Payments ETF

 

FINANCIAL HIGHLIGHTS 

For a capital share outstanding throughout each period/year

 

 

    Period Ended March 31, 2023 (Unaudited)     Year Ended September 30, 2022     Year Ended September 30, 2021     Year Ended September 30, 2020     Year Ended September 30, 2019     Year Ended September 30, 2018  
                                     
Net Asset Value, Beginning Period/Year   $ 37.85     $ 67.82     $ 54.30     $ 46.60     $ 42.86     $ 32.57  
Income (Loss) from Investment Operations:                                                
Net investment income (loss) 1           (0.04 )     (0.13 )     (0.04 )     0.03       0.07  
Net realized and unrealized gain (loss) on investments     3.91       (29.93 )     13.65       7.75       3.93       10.22  
Total from investment operations     3.91       (29.97 )     13.52       7.71       3.96       10.29  
Less Distributions:                                                
Distributions from net investment income                       (0.02 )     (0.05 )     (0.01 )
Net realized gains                             (0.18 )      
Total distributions                       (0.02 )     (0.23 )     (0.01 )
Capital Share Transactions:                                                
Transaction fees added to paid-in capital                       0.01       0.01       0.01  
Net asset value, end period/year   $ 41.76     $ 37.85     $ 67.82     $ 54.30     $ 46.60     $ 42.86  
Total Return     10.31 %2     (44.18 )%     24.91 %     16.56 %     9.49 %     31.62 %
                                                 
Ratios/Supplemental Data:                                                
Net assets at end period/year (000’s)   $ 459,330     $ 507,208     $ 1,193,637     $ 798,142     $ 743,198     $ 522,874  
                                                 
Gross Expenses to Average Net Assets     0.75 %3     0.75 %     0.75 %     0.75 %     0.75 %     0.75 %
Net Investment Income (Loss) to Average Net Assets     (0.04 )%3     (0.09 )%     (0.20 )%     (0.08 )%     0.06 %     0.16 %
Portfolio Turnover Rate     12 %2     35 %     27 %     19 %     28 %     16 %

 

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

2 Not annualized.

3 Annualized.

 

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

 

 40

 

 

ETFMG Sit Ultra Short ETF

 

FINANCIAL HIGHLIGHTS 

For a capital share outstanding throughout each period/year

 

 

    Period Ended March 31, 2023 (Unaudited)     Year Ended September 30, 2022     Year Ended September 30, 2021     Period Ended September 30, 2020 1  
                         
Net Asset Value, Beginning Period/Year   $ 48.12     $ 49.75     $ 49.77     $ 50.00  
Income from Investment Operations:                                
Net investment income 2     0.80       0.51       0.39       0.86  
Net realized and unrealized gain (loss) on investments     0.24       (1.63 )     (0.02 )     (0.27 )
Total from investment operations     1.05       (1.12 )     0.37       0.59  
Less Distributions:                                
Distributions from net investment income     (0.75 )     (0.51 )     (0.39 )     (0.82 )
Total distributions     (0.75 )     (0.51 )     (0.39 )     (0.82 )
Net asset at end of period/year   $ 48.41     $ 48.12     $ 49.75     $ 49.77  
Total Return     2.20 %3     (2.29 )%     0.75 %5     1.19 %3
                                 
Ratios/Supplemental Data:                                
Net assets at end of period/year (000’s)   $ 124,665     $ 123,898     $ 242,552     $ 105,770  
                                 
Gross Expenses to Average Net Assets     0.30 %4     0.30 %     0.30 %     0.30 %4
Net Investment Income to Average Net Assets     3.34 %4     1.03 %     0.77 %     1.78 %4
Portfolio Turnover Rate     26 %3     70 %     55 %     132 %3

 

1 Commencement of operations on October 8, 2019.

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

3 Not annualized.

4 Annualized.

5 The returns reflect the actual performance for the period and do not include the impact of trades executed on the last business day of the period that were recorded on the first business day of the next period.

 

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

 

 41

 

 

ETFMG Treatments, Testing and Advancements ETF

 

FINANCIAL HIGHLIGHTS 

For a capital share outstanding throughout each period/year

 

 

    Period Ended March 31, 2023 (Unaudited)     Year Ended September 30, 2022     Year Ended September 30, 2021     Period Ended September 30, 2020 1  
                         
Net Asset Value, Beginning Period/Year   $ 20.73     $ 40.96     $ 27.71     $ 25.00  
Income from Investment Operations:                                
Net investment income 2     0.11       0.11       0.36       0.02  
Net realized and unrealized gain (loss) on investments     0.31       (20.23 )     13.28       2.69  
Total from investment operations     0.42       (20.12 )     13.64       2.71  
Less Distributions:                                
Distributions from net investment income     (0.12 )     (0.11 )     (0.39 )      
Total distributions     (0.12 )     (0.11 )     (0.39 )      
Net asset at end of period/year   $ 21.03     $ 20.73     $ 40.96     $ 27.71  
Total Return     2.02 %3     (49.14 )%     49.43 %5     10.82 %3
                                 
Ratios/Supplemental Data:                                
Net assets at end of period/year (000’s)   $ 18,923     $ 21,763     $ 63,481     $ 54,030  
                                 
Gross Expenses to Average Net Assets     0.68 %4     0.68 %     0.68 %     0.68 %4
Net Investment Income to Average Net Assets     0.85 %4     0.37 %     0.98 %     0.25 %4
Portfolio Turnover Rate     39 %3     30 %     39 %     41 %3

 

1 Commencement of operations on June 17, 2020.

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

3 Not annualized.

4 Annualized.

5 The returns reflect the actual performance for the period and do not include the impact of trades executed on the last business day of the period that were recorded on the first business day of the next period.

 

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

 

 42

 

 

ETFMG™ ETFs

 

NOTES TO FINANCIAL STATEMENTS
March 31, 2023 (Unaudited)

 

 

NOTE 1 – ORGANIZATION

 

ETFMG Prime Cyber Security ETF (“HACK”), ETFMG Prime Mobile Payments ETF (“IPAY”), ETFMG Sit Ultra Short ETF (“VALT”), and ETFMG Treatments, Testing and Advancements ETF (“GERM”) (each a “Fund”, or collectively the “Funds”) are series of ETF Managers Trust (the “Trust”), an open-end management investment company consisting of multiple investment series, organized as a Delaware statutory trust on July 1, 2009. The Trust is registered with the SEC under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company and the offering of the Funds’ shares (“Shares”) is registered under the Securities Act of 1933, as amended (the “Securities Act”).

 

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

 

  Strategy  
    Commencement    
 Fund Ticker   Date   Strategy
ETFMG Prime Cyber Security ETF   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”).
ETFMG Prime Mobile Payments ETF   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”).
ETFMG Sit Ultra Short ETF   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.
ETFMG Treatments, Testing and Advancements ETF   6/17/2020   Seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of the Prime Treatments, Testing and Advancements Index.

 

The 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.

 

43

 

 

ETFMG™ ETFs

 

NOTES TO FINANCIAL STATEMENTS
March 31, 2023 (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 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.

 

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

 

Securities for which quotations are not readily available are valued at their respective fair values as determined in good faith by ETF Managers Group, LLC (the “Adviser”), using procedures adopted 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, 2023, the ETFMG Prime Mobile Payments ETF held one security that was fair valued by the Adviser.

 

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.

 

44

 

 

ETFMG™ ETFs

 

NOTES TO FINANCIAL STATEMENTS
March 31, 2023 (Unaudited) (Continued)

 

 

  Level 2 Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.
     
  Level 3 Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available; representing the Funds’ own assumptions about the assumptions a market participant would use in valuing the asset or liability and would be based on the best information available.

 

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

 

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

 

The following is a summary of the inputs used to value the Funds’ net assets as of March 31, 2023:

 

ETFMG Prime Cyber Security ETF                        
Assets^   Level 1     Level 2     Level 3     Total  
Common Stocks   $ 1,431,899,024     $     $     $ 1,431,899,024  
Short-Term Investments     9,597,321                   9,597,321  
ETFMG Sit Ultra Short ETF**     41,167,370                   41,167,370  
Investments Purchased with Securities Lending Collateral*                       122,898,468  
Total Investments in Securities   $ 1,482,663,715     $     $     $ 1,605,562,183  
                                 
ETFMG Prime Mobile Payments ETF                                
Assets^   Level 1     Level 2     Level 3     Total  
Common Stocks   $ 459,042,369     $     $ (1)   $ 459,042,369  
Short-Term Investments     1,049,533                   1,049,533  
ETFMG Sit Ultra Short ETF**     43,588,980                   43,588,980  
Investments Purchased with Securities Lending Collateral*                       52,408,532  
Total Investments in Securities   $ 503,680,882     $     $     $ 556,089,414  

 

45

 

 

ETFMG™ ETFs

 

NOTES TO FINANCIAL STATEMENTS
March 31, 2023 (Unaudited) (Continued)

 

 

ETFMG Sit Ultra Short ETF                        
Assets^   Level 1     Level 2     Level 3     Total  
Fixed Income                                
Coporate Bonds   $     $ 92,727,549     $     $ 92,727,549  
Municipal Bonds           4,759,025             4,759,025  
U.S. Government Agency Issues           6,456,556             6,456,556  
Short-Term Investments     1,123,860       18,826,309             19,950,169  
Total Investments in Securities   $ 1,123,860     $ 122,769,439     $     $ 123,893,299  
                                 
ETFMG Treatments, Testing and Advancements ETF                                
Assets^   Level 1     Level 2     Level 3     Total  
Common Stocks   $ 18,905,319     $     $     $ 18,905,319  
Short-Term Investments     48,404                   48,404  
ETFMG Sit Ultra Short ETF**     1,210,805                   1,210,805  
Investments Purchased with Securities Lending Collateral*                       4,710,728  
Total Investments in Securities   $ 20,164,528     $     $     $ 24,875,256  

 

(1) Includes security valued at $0 with a cost of $2,636,627.
^ 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 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.
** Investment was purchased with collateral.

 

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

 

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

 

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

 

Each Fund recognizes the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities. Each Fund has analyzed its tax position and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions expected to be taken in the Funds’ 2022 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, 2023, management has reviewed the tax positions for open periods (for Federal purposes, three years from the date of filing and for state purposes, generally a range of three to 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.

 

46

 

 

ETFMG™ ETFs

 

NOTES TO FINANCIAL STATEMENTS 

March 31, 2023 (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.

 

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.

 

47

 

 

ETFMG™ ETFs

 

NOTES TO FINANCIAL STATEMENTS
March 31, 2023 (Unaudited) (Continued)

 

 

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

 

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

 

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

 

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

 

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

 

LIBOR is used extensively in the U.S. and globally as a “benchmark” or “reference rate” for various commercial and financial contracts, including corporate bonds. Instruments in which VALT invests may pay interest at floating rates based on LIBOR or may be subject to interest caps or floors based on LIBOR. The industry currently anticipates the conversion of all LIBOR based instruments to SOFR based instruments in June 2023 or sooner.

 

48

 

 

ETFMG™ ETFs

 

NOTES TO FINANCIAL STATEMENTS
March 31, 2023 (Unaudited) (Continued)

 

 

Since 2017, the United Kingdom’s Financial Conduct Authority has been working towards the cessation of LIBOR at the end of December 2021. In November 2020, though, the administrator of the U.S. Dollar LIBOR benchmarks, the ICE Benchmark Administration, extended the retirement date for most U.S. Dollar LIBOR rates until June 2023. Regulators and industry working groups have suggested numerous alternative reference rates to LIBOR. Leading alternatives include Sonia in the United Kingdom, €STR in the European Union, Tonar in Japan, and in the U.S., the New York Fed has been working to develop the Secured Overnight Financing Rate (SOFR). Global consensus is still coalescing around the transition to a new reference rate and the process for amending existing contracts. Abandonment of or modifications to LIBOR could have adverse impacts on newly issued financial instruments and existing financial instruments which reference LIBOR. There also remains uncertainty and risk regarding the willingness and ability of issuers to include enhanced provisions in new and existing contracts or instruments. The transition away from LIBOR may lead to increased volatility and illiquidity in markets that are tied to LIBOR, reduced values of LIBOR-related investments, and reduced effectiveness of hedging strategies, adversely affecting VALT’s performance or NAV. In addition, the alternative reference rate may be an ineffective substitute resulting in prolonged adverse market conditions for VALT.

 

On February 24, 2022, Russia commenced a military attack on Ukraine. The outbreak of hostilities between the two countries could result in more widespread conflict and could have a severe adverse effect on the region and the markets. In addition, sanctions imposed on Russia by the United States and other countries, and any sanctions imposed in the future could have a significant adverse impact on the Russian economy and related markets. The price and liquidity of investments may fluctuate widely as a result of the conflict and related events. How long such conflict and related events will last and whether it will escalate further cannot be predicted, nor its effect on the Funds.

 

A complete description of the principal risks is included in each Fund’s prospectus under the heading “Principal Investment Risks.”

 

NOTE 4 – MANAGEMENT AND OTHER CONTRACTS

 

The Adviser 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 Adviser, the Adviser 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 Adviser 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 Adviser 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 Adviser 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:

 

ETFMG Prime Cyber Security ETF     0.60 %
ETFMG Prime Mobile Payments ETF     0.75 %
ETFMG Sit Ultra Short ETF     0.30 %
ETFMG Treatments, Testing and Advancements ETF     0.68 %

 

Under the Investment Advisory Agreement, the Adviser has agreed to pay all expenses of the Funds, except for: the fee paid to the Adviser pursuant to the Investment Advisory Agreement, interest charges on any borrowings, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, extraordinary expenses, and distribution (12b-1) fees and expenses (collectively, “Excluded Expenses”). The Adviser has entered into an agreement with its affiliate ETFMG Financial, LLC to serve as distributor to the Funds (the “Distributor”). The Distributor provides marketing support for the Funds, including distributing marketing materials related to the Funds. Level ETF Ventures, LLC (“Level”) serves as the index provider for HACK, IPAY, and GERM. Level is not affiliated with the Trust or the Adviser.

 

49

 

 

ETFMG™ ETFs

 

NOTES TO FINANCIAL STATEMENTS
March 31, 2023 (Unaudited) (Continued)

 

 

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

 

The Adviser pays each independent Trustee a quarterly fee for service to the Funds. Each Trustee is also reimbursed by the Adviser 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, 2023, 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, 2023:

 

    Purchases     Sales  
ETFMG Prime Cyber Security ETF   $ 134,060,190     $ 132,927,524  
ETFMG Prime Mobile Payments ETF     69,094,153       66,614,562  
ETFMG Sit Ultra Short ETF     27,961,066       55,002,864  
ETFMG Treatments, Testing and Advancements ETF     9,339,150       9,273,099  

 

The costs of purchases and sales of in-kind transactions associated with creations and redemptions during the period ended March 31, 2023:

 

    Purchases In-     Sales In-  
    Kind     Kind  
ETFMG Prime Cyber Security ETF   $     $ 129,470,211  
ETFMG Prime Mobile Payments ETF           93,089,846  
ETFMG Sit Ultra Short ETF            
ETFMG Treatments, Testing and Advancements ETF           3,487,379  

 

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.

 

The ETFMG Sit Ultra Short ETF had purchases of $25,257,855 and sales of $6,522,928 of U.S. Government obligations during the period ended March 31, 2023.

 

50

 

 

ETFMG™ ETFs

 

NOTES TO FINANCIAL STATEMENTS
March 31, 2023 (Unaudited) (Continued)

 

 

NOTE 7 — SECURITIES LENDING

 

The Funds, except for VALT, may lend up to 33 1⁄3% of the value of the securities in their portfolios to brokers, dealers and financial institutions (but not individuals) under terms of participation in a securities lending program administered by U.S. Bank N.A. (the “Custodian”). The securities lending agreement requires that loans are collateralized at all times in an amount equal to at least 102% of the value of any loaned securities at the time of the loan, plus accrued interest. The Funds receive compensation in the form of fees and earn interest on the cash collateral. The amount of fees depends on a number of factors including the type of security and length of the loan. The Funds continue to receive interest payments or dividends on the securities loaned during the borrowing period. Gain or loss on the fair value of securities loaned that may occur during the term of the loan will be for the account of the Funds. The Funds have the right under the terms of the securities lending agreement to recall the securities from the borrower on demand. The cash collateral is invested by the Custodian in accordance with approved investment guidelines. Those guidelines require the cash collateral to be invested in readily marketable, high quality, short- term obligations, either directly on behalf of each Fund or through one or more joint accounts, money market funds, or short-term bond funds, including those advised by or affiliated with the Adviser; however, all such investments are subject to risk of payment delays or default on the part of the issuer or counterparty or otherwise may not generate sufficient interest to support the costs associated with securities lending. Other investment companies in which a Fund may invest cash collateral can be expected to incur fees and expenses for operations, such as investment advisory and administration fees, which would be in addition to those incurred by the Fund, and which may be received in full or in part by the Adviser. Pursuant to guidance issued by the SEC staff, fees and expenses of money market funds used for cash collateral received in connection with loans of securities are not treated as Acquired Fund Fees and Expenses, which reflect a Fund’s pro rata share of the fees and expenses incurred by other investment companies in which the Fund invests (as disclosed in the Prospectus, as applicable). The Funds could also experience delays in recovering their securities and possible loss of income or value if the borrower fails to return the borrowed securities, although the Fund is indemnified from this risk by contract with the securities lending agent.

 

As of the period ended March 31, 2023, the value of the securities on loan and payable for collateral due to broker were as follows:

 

Value of Securities on Loan Collateral Received
    Values of     Fund  
    Securities on     Collateral  
Fund   Loan     Received*  
ETFMG Prime Cyber Security ETF   $ 168,611,130     $ 165,215,678  
ETFMG Prime Mobile Payments ETF     95,965,573       97,415,049  
ETFMG Treatments, Testing and Advancements ETF     5,852,065       5,954,703  

 

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

 

51

 

 

ETFMG™ ETFs

 

NOTES TO FINANCIAL STATEMENTS
March 31, 2023 (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, 2022 were as follows:

 

                      Net  
          Gross     Gross     Unrealized  
          Unrealized     Unrealized     Appreciation  
    Cost     Appreciation     Depreciation     (Depreciation)  
ETFMG Prime                                
Cyber Security ETF   $ 1,868,170,998     $ 78,049,699     $ (420,011,368 )   $ (341,961,669 )
ETFMG Prime Mobile Payments ETF     862,963,244       13,634,713       (281,008,013 )     (267,373,300 )
ETFMG Sit Ultra Short ETF     127,216,834       600       (3,799,713 )     (3,799,113 )
ETFMG Treatments, Testing and Advancements ETF     49,044,863       1,429,094       (22,610,909 )     (21,181,815 )

 

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, 2022, the components of distributable earnings (loss) on a tax basis were as follows:

 

    Undistributed     Undistributed     Total     Other     Total  
    Ordinary     Long-Term     Distributable     Accumulated     Accumulated  
    Income     Gain     Earnings     Loss     Gain (Loss)  
ETFMG Prime                                        
Cyber Security ETF   $ 165,733     $     $ 165,733     $ (247,555,031 )   $ (589,350,967 )
ETFMG Prime Mobile Payments ETF                       (189,092,937 )     (456,466,237 )
ETFMG Sit Ultra Short ETF     282,026             282,026       (3,591,709 )     (7,108,796 )
ETFMG Treatments, Testing and Advancements ETF     22,261             22,261       (7,494,122 )     (28,653,676 )

 

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, 2022, the Funds had accumulated capital loss carryovers of:

 

    Capital Loss     Capital Loss        
    Carryforward     Carryforward        
    ST     LT     Expires  
ETFMG Prime                      
Cyber Security ETF   $ (151,862,041 )   $ (95,696,949 )   Indefinite  
ETFMG Prime Mobile Payments ETF     (79,451,251 )     (109,196,748 )   Indefinite  
ETFMG Sit Ultra Short ETF     (2,899,813 )     (691,896 )   Indefinite  
ETFMG Treatments, Testing and Advancements ETF     (4,705,635 )     (2,788,487 )   Indefinite  

 

52

 

 

ETFMG™ ETFs

 

NOTES TO FINANCIAL STATEMENTS
March 31, 2023 (Unaudited) (Continued)

 

 

Under current tax law, capital and currency losses realized after October 31 of a Fund’s fiscal year may be deferred and treated as occurring on the first business day of the following fiscal year for tax purposes. The following Funds had deferred post-October capital and currency losses, which will be treated as arising on the first business day of the year ending September 30, 2022.

 

          Post-  
    Late Year     October  
    Ordinary     Capital  
    Loss     Loss  
ETFMG Prime Cyber Security ETF   $     $  
ETFMG Prime Mobile Payments ETF     (440,991 )      
ETFMG Sit Ultra Short ETF            
ETFMG Treatments, Testing and Advancements ETF            

 

The tax charter of distributions paid during the period ended March 31, 2023, and the year ended September 30, 2022, were as follows:

 

    Period Ended     Year Ended  
    March 31, 2023     September 30, 2022  
    From     From     From     From  
    Ordinary     Capital     Ordinary     Capital  
    Income     Gains     Income     Gains  
ETFMG Prime                                
Cyber Security ETF   $ 1,861,286     $     $ 2,222,505     $  
ETFMG Prime Mobile Payments ETF                        
ETFMG Sit Ultra Short ETF     1,939,585             2,064,413        
ETFMG Treatments, Testing and Advancements ETF     111,053             119,444        

 

NOTE 9 – INVESTMENTS IN AFFILIATES

 

ETFMG Prime Cyber Security ETF 

ETFMG Prime Cyber Security ETF owned the following company during the period ended March 31, 2023. 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, 2023. Transactions during the period in this security was as follows:

 

                            Change in                    
    Value at                 Realized     Unrealized           Value at        
    September 30,             Gain     Appreciation     Dividend     March 31,     Ending  
Security Name   2022     Purchases     Sales     (Loss)(1)     (Depreciation)     Income     2023     Shares  
ETFMG Sit Ultra Short ETF *     40,863,750                         303,620             41,167,370       850,000  

 

ETFMG Prime Mobile Payments ETF 

ETFMG Prime Mobile Payments ETF owned the following company during the period ended March 31, 2023. 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, 2023. Transactions during the period in this security was as follows:

 

                            Change in                    
    Value at                 Realized     Unrealized           Value at        
    September 30,                 Gain     Appreciation     Dividend     March 31,     Ending  
Security Name   2022     Purchases     Sales     (Loss)(1)     (Depreciation)     Income     2023     Shares  
ETFMG Sit Ultra Short ETF *   $ 43,267,500     $     $     $     $ 321,480     $     $ 43,588,980       900,000  

 

53

 

 

ETFMG™ ETFs

 

NOTES TO FINANCIAL STATEMENTS 

March 31, 2023 (Unaudited) (Continued)

 

 

ETFMG Treatments, Testing and Advancements ETF 

ETFMG Treatments, Testing and Advancements ETF owned the following company during the period ended March 31, 2023. 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, 2023. Transactions during the period in this security was as follows:

 

                            Change in                    
    Value at                 Realized     Unrealized           Value at        
    September 30,                 Gain     Appreciation     Dividend     March 31,     Ending  
Security Name   2022     Purchases     Sales     (Loss)(1)     (Depreciation)     Income     2023     Shares  
ETFMG Sit Ultra Short ETF *   $ 1,201,875     $     $     $     $ 8,930     $     $ 1,210,805       25,000  

 

*Affiliate as of March 31, 2023. 

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

 

As of March 31, 2023, 98.06% of outstanding shares of VALT were owned by affiliates.

 

NOTE 10 – LEGAL MATTERS

 

The Trust, the Adviser, and certain officers and affiliated persons of the Adviser (together with the Adviser, the “Adviser Defendants”) were named as defendants in an action filed December 21, 2021, in the Superior Court of New Jersey, Union County, captioned PureShares, LLC, d/b/a PureFunds et al. v. ETF Managers Group, LLC et al., Docket No. UNN-C-152-21 (the “NJ Action”). The NJ Action asserted breach of contract and other tort claims and sought damages in unspecified amounts and injunctive relief. On May 25, 2022, the court in the NJ Action dismissed with prejudice all claims asserted against the Trust, as well as all contract claims and all except one tort claim asserted against the Adviser Defendants.

 

As of March 31, 2023, there were no adjustments made to the accompanying financial statements based on the above legal matters.

 

NOTE 11 – SUBSEQUENT EVENTS

 

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

 

54

 

 

ETFMG Prime Cyber Security ETF
ETFMG Prime Mobile Payments ETF
ETFMG Sit Ultra Short ETF
ETFMG Treatments, Testing and Advancements ETF

 

APPROVAL OF ADVISORY AGREEMENTS AND BOARD CONSIDERATIONS
For the Period Ended March 31, 2023 (Unaudited)

 

 

Pursuant to Section 15(c) of the Investment Company Act of 1940 (the “1940 Act”), at a meeting held on March 23, 2023, and continued on March 29, 2023, 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 Treatments, Testing and Advancements ETF (“GERM”), ETFMG Prime Cyber Security ETF (“HACK”), ETFMG Prime Mobile Payments ETF (“IPAY”) and ETFMG Sit Ultra Short ETF (“VALT”) (each a “Fund” and collectively, the “Funds”); and

 

a Sub-Advisory Agreement between the Adviser and Sit Fixed Income Advisors II, LLC (the “Sub-Adviser”) with respect to VALT (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 Funds; 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 Funds by the Adviser and Sub-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 or Sub-Adviser and their 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 23 and 29, 2023, 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, risk assessment and compliance programs 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 renewal 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 each Fund. The Independent Trustees conferred amongst themselves and independent legal counsel during an executive session held prior to the meeting and also conferred in executive sessions both with and without representatives of management before and during the meeting. The Independent Trustees requested, received and considered additional information arising out of these executive sessions.

 

55

 

 

ETFMG Prime Cyber Security ETF
ETFMG Prime Mobile Payments ETF
ETFMG Sit Ultra Short ETF
ETFMG Treatments, Testing and Advancements ETF

 

APPROVAL OF ADVISORY AGREEMENTS AND BOARD CONSIDERATIONS
For the Period Ended March 31, 2023 (Unaudited) (Continued)

 

 

Nature, Extent and Quality of Services Provided by the Adviser 

The Trustees considered the scope of services provided under the Advisory Agreement, noting that the Adviser provides investment management services to the 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, including with respect to liquidity; 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 and risk assessment infrastructure. The Board also considered the Adviser’s experience managing exchange-traded funds (“ETFs”), as well as the Adviser’s response to recent market volatility and uncertainty. The Board then considered the Adviser’s financial resources and information regarding the Adviser’s ability to support its management of the Funds and obligations under the unified fee arrangement, noting that the Adviser had provided its financial statements and other information about its financial commitments for the Board’s review.

 

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

 

With respect to VALT, the Board then considered the scope of services provided under the Sub-Advisory Agreement, noting that the Sub-Adviser will be providing investment sub-advisory services to the Adviser in the form of selecting and trading portfolio securities on behalf of the Fund and selecting broker -dealers to execute purchase and sale transactions, subject to the supervision of the Adviser and the oversight of the Board.

 

In considering the nature, extent and quality of the services to be 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 industry, particularly in regards to fixed-income securities. 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 Funds by the Adviser and Sub-Adviser, as applicable.

 

Historical Performance 

The Board then considered the past performance of the Funds over various time periods ended December 31, 2022. The Board also considered each Fund’s performance as compared to that of comparable ETFs, as determined by the Adviser (“peer group”) using data received from an independent third party.

 

56

 

 

ETFMG Prime Cyber Security ETF
ETFMG Prime Mobile Payments ETF
ETFMG Sit Ultra Short ETF
ETFMG Treatments, Testing and Advancements ETF

 

APPROVAL OF ADVISORY AGREEMENTS AND BOARD CONSIDERATIONS
For the Period Ended March 31, 2023 (Unaudited) (Continued)

 

 

With respect to GERM, HACK and IPAY, which are index-based ETFs, the Board additionally reviewed information regarding each Fund’s performance as compared to its respective 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 index-based 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 in tracking their underlying indexes was within the range of expectations. The Board concluded that, after taking these factors into account, each of the Funds satisfactorily tracked its underlying index.

 

With respect to VALT, the Board considered management’s discussion of VALT’s performance, noting the effect of adverse credit market developments on the Fund’s performance.

 

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 the Adviser using data received from an independent third party. Among other information, the Board noted that the advisory fee for each of GERM, IPAY and VALT is higher than the average of median expense ratios for its peer group and that the advisory fee for HACK is slightly higher than the average and higher than the median expense ratios for its peer group. 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 funds and, therefore, the information provided about the comparable ETFs may not provide meaningful direct comparisons to the Funds.

 

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.

 

The Board also evaluated the compensation and other benefits received by the Adviser from its relationship with the Funds, taking into account profitability information provided by the Adviser. The Board received and reviewed profitability information on a fund by fund basis and considered how profit margins could affect the Adviser’s long-term viability and ability to attract and retain high-quality personnel. The Board also considered the impact on the Adviser’s profitability of payments made to, or received from, partners involved with certain of the Funds. Based on the information provided to the Trustees, the Trustees concluded that the net revenue retained 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.

 

57

 

 

ETFMG Prime Cyber Security ETF
ETFMG Prime Mobile Payments ETF
ETFMG Sit Ultra Short ETF
ETFMG Treatments, Testing and Advancements ETF

 

APPROVAL OF ADVISORY AGREEMENTS AND BOARD CONSIDERATIONS
For the Period Ended March 31, 2023 (Unaudited) (Continued)

 

 

In addition, the Board considered whether economies of scale may be realized for the Funds. The Board noted that the Adviser regularly considers whether fee reductions are appropriate as the Funds grow in size. The Board noted that a unitary fee provides a level of certainty in expenses for the Funds and effectively acts as a cap on the fees and expenses (except as noted above) that are borne by the Funds. The Board concluded that no changes to the advisory fee structure of the Funds were necessary.

 

The Board also reviewed the sub-advisory fee paid to the Sub -Adviser for its services to VALT under the Sub-Advisory Agreement. The Board considered this fee in light of the services the Sub-Adviser provides as investment sub- adviser to VALT. 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 concluded that the proposed sub-advisory fee was reasonable in light of the services rendered.

 

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 VALT was not a material factor in their deliberations with respect to consideration of approval of the Sub-Advisory Agreement. The Board considered that, because the sub-advisory fee was 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 Funds, as applicable; and (c) approved the renewal of the Agreements for another year.

 

58

 

 

ETFMG™ ETFs

 

EXPENSE EXAMPLES
Period Ended March 31, 2023 (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.

 

                      Annualized  
                      Expense  
                      Ratio  
                      During the  
    Beginning     Ending           Period  
    Account     Account           October 1,  
    Value     Value     Expenses     2022 to  
    October 1,     March 31,     Paid During     March 31,  
Fund Name   2022     2023     the Period^     2023  
ETFMG Prime Cyber Security ETF                                
Actual   $ 1,000.00     $ 1,105.00     $ 3.15       0.60 %
Hypothetical (5% annual)     1,000.00       1,021.94       3.02       0.60 %
ETFMG Prime Mobile Payments ETF                                
Actual     1,000.00       1,103.10       3.93       0.75 %
Hypothetical (5% annual)     1,000.00       1,021.19       3.78       0.75 %
ETFMG Sit Ultra Short ETF                                
Actual     1,000.00       1,022.00       1.51       0.30 %
Hypothetical (5% annual)     1,000.00       1,023.44       1.51       0.30 %
ETFMG Treatments, Testing and Advancements ETF                                
Actual     1,000.00       1,020.20       3.42       0.68 %
Hypothetical (5% annual)     1,000.00       1,021.54       3.43       0.68 %

 

^ The dollar amounts shown as expenses paid during the period are equal to the annualized six-month expense ratio multiplied by the average account value during the period, multiplied by 182/365 (to reflect the one-half year period).

 

59

 

 

ETFMG™ ETFs

 

STATEMENT REGARDING LIQUIDITY RISK MANAGEMENT PROGRAM
March 31, 2023 (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 Treatments, Testing and Advancements ETF, ETFMG Prime Cyber Security ETF, ETFMG Prime Mobile Payments ETF and ETFMG Sit Ultra Short 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 23, 2023, the Program Administrator 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 period from March 1, 2022 through March 1, 2023 (the “Reporting Period”). No significant liquidity events impacting any Fund were noted in the report and it was represented that, as of December 31, 2022, 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.

 

60

 

 

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). 15 None
John A. Flanagan,
(1946)
Treasurer (since 2015) President, John A. Flanagan CPA, LLC (accounting services) (since 2010); Treasurer, ETF Managers Trust (since 2015); Chief Financial Officer, ETF Managers Capital, LLC (commodity pool operator) (since 2015). n/a Independent Trustee - Absolute Shares Trust (since 2014) (4 portfolios)
Kevin Hourihan
(1978)
Chief Compliance Officer (since 2022) Senior Principal Consultant, Fund Chief Compliance Officer, ACA Global, LLC (since 2022); Chief Compliance Officer, Ashmore Funds (2017-2022); Chief Compliance Officer, Ashmore Investment Management (US) Corp (2014-2022); Chief Compliance Officer, Ashmore Equities Investment Management (2015-2019). n/a n/a
Matthew J. Bromberg
(1973)
Assistant Secretary (since 2020) Chief Compliance Officer of ETF Managers Group, LLC (since 2022); General Counsel and Secretary of Exchange Traded Managers Group LLC (since 2020); ETF Managers Group LLC (since 2020); ETFMG Financial LLC (since 2020); ETF Managers Capital LLC (since 2020); Partner of Dorsey & Whitney LLP (law firm) (2019-2020); General Counsel of WBI Investments, Inc. (2016-2019); Millington Securities, Inc. (2016-2019). n/a n/a
* Mr. Masucci is an interested Trustee by virtue of his role as the Chief Executive Officer of the Adviser.

 

61

 

 

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
Benjamin F. Yuro
(1990)
Assistant Treasurer (since 2022) Product Controller, ETF Managers Group, LLC (since 2021); Senior Associate – Private Equity, SS&C Technologies (2020-2021); Senior Accountant – Financial Services, WithumSmith+Brown, PC (2016-2020) n/a n/a
Terry Loebs
(1963)
Trustee (since 2014); Lead Independent Trustee (since 2020) Founder and Managing Member, Pulsenomics LLC (index product development and consulting firm) (since 2011); Managing Director, MacroMarkets, LLC (exchange-traded products firm) (2006-2011). 15 None
Eric Wiegel
(1960)
Trustee (since 2020) Managing Partner, Global Focus Capital LLC (since 2013); Senior Portfolio Manager, Little Hourse Capital (2019-2021); Chief Investment Officer, Insight Financial Strategist LLC (2017-2018). 15 None

 

62

 

 

ETFMG TM ETFs

 

SUPPLEMENTARY INFORMATION
March 31, 2023 (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, 2022, 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
   
ETFMG Prime Cyber Security ETF 100.00%
ETFMG Prime Mobile Payments ETF 0.00%
ETFMG Sit Ultra Short ETF 0.00%
ETFMG Treatments, Testing and Advancements 99.29%

 

For corporate shareholders, the percent of ordinary income distributions qualifying for the corporate dividends received deduction for the fiscal year ended September 30, 2022 was as follows:

 

Fund Name Dividends Received Deduction
   
ETFMG Prime Cyber Security ETF 100.00%
ETFMG Prime Mobile Payments ETF 0.00%
ETFMG Sit Ultra Short ETF 0.00%
ETFMG Treatments, Testing and Advancements 91.44%

 

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
   
ETFMG Prime Cyber Security ETF 0.00%
ETFMG Prime Mobile Payments ETF 0.00%
ETFMG Sit Ultra Short ETF 0.00%
ETFMG Treatments, Testing and Advancements 0.00%

 

63

 

 

ETFMG™ ETFs

 

SUPPLEMENTARY INFORMATION
March 31, 2023 (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 Part F of Form N-PORT. The Funds’ Part F of Form N-PORT is available on the website of the SEC at www.sec.gov and the Funds’ website at www.etfmgfunds.com. 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.

 

64

 

 

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
U.S. Bank National Association

 

Custody Operations
1555 North River Center Drive, Suite 302, Milwaukee, Wisconsin 53212

 

Transfer Agent
U.S. Bancorp Fund Services, LLC doing business as U.S. Bank Global Fund Services
615 East Michigan Street, Milwaukee, Wisconsin 53202

 

Securities Lending Agent
U.S. Bank, National Association
Securities Lending
800 Nicolet Mall
Minneapolis, MN 55402-7020

 

Independent Registered Public Accounting Firm
WithumSmith + Brown, PC
1411 Broadway, 9th Floor, New York, NY 10018

 

Legal Counsel
Sullivan & Worcester LLP
1666 K Street NW, Washington, DC 20006

 

 

 

 

 

 

Semi-Annual Report 

March 31, 2023 

(Unaudited)

 

BlueStar Israel Technology ETF 

Ticker: ITEQ

  

 

 

 

 

The fund is a series of ETF Managers Trust.

 

 

 

 

BlueStar Israel Technology ETF

 

TABLE OF CONTENTS 

March 31, 2023 (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 11
   
Statement of Operations 12
   
Statements of Changes in Net Assets 13
   
Financial Highlights 14
   
Notes to the Financial Statements 15
   
Approval of Advisory Agreement and Board Considerations 24
   
Expense Example 27
   
Statement Regarding Liquidity Risk Management Program 28
   
Supplementary Information 29
   
Information About Portfolio Holdings 29
   
Information About Proxy Voting 30
   
Trustees and Officers Table 31

 

 

 

 

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, 2022 to March 31, 2023.

 

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”).

 

Market Overview

 

The pace of inflation, as measured by the Consumer Price Index, showed signs of easing, and together with positive corporate earnings and the prospect of lower interest rates, resulted in improved stock performance in late 2022. Stocks and bonds also generally rallied in January, pulling back when reports of rising prices caused concern that the U.S. Federal Reserve would raise interest rates more than expected. Investor worries escalated in February with all three major U.S. stock indexes recording a loss for the month. While more broadly the first few months of 2023, have seen U.S. economic growth and a strong jobs market, macroeconomic headwinds continued to challenge stock markets during the period. Rising interest rates, supply chain disruptions, the Russia-Ukraine War, and a slowdown in global growth weighed on investor sentiment along with fears that the Fed’s monetary tightening would push the economy into a recession.

 

These conditions have impacted the ETFs’ performance during the period, among other factors, and the value of an investment in the ETFs. We encourage you to talk with your financial advisor and visit etfmg.com for further insight into investing in today’s markets.

 

Over the 6-month period ended March 31, 2023, the total return for the Fund was 5.14% while the total return for the Index was 5.49%. The difference was primarily attributable to Fund expenses that are not borne by the Index. The best performers in the Fund, on the basis of contribution to its return, were SolarEdge Technologies Inc, Amdocs Ltd, Nice Ltd, Perion Network Ltd, and Check Point Software Tech, while the worst performers were SentinelOne Inc., Novocure Ltd, ironSource Ltd, Lemonade Inc, and Elbit Systems Ltd.

 

During the reporting period, the Fund saw an average approximate allocation of 69.73% to the Information Technology sector, 7.29% to Health Care and 6.57% to Industrials. The portfolio holdings of the Fund were exposed predominately to Israel at 51.35% and the United States at 47.15%, followed by the Japan 0.52%.

 

We continue to believe that 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.

 

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

 

Sincerely,

 

 

 

Samuel Masucci III 

Chairman of the Board

  

2 

 

 

BlueStar Israel Technology ETF 

Growth of $10,000 (Unaudited)

 

 

 

                Since     Value of  
Average Annual Returns   1 Year     5 Year     Inception     $10,000  
Period Ended March 31, 2023   Return     Return     (11/2/2015)   (3/31/2023)
BlueStar Israel Technology ETF (NAV)     -17.50 %     7.85 %     8.92 %   $ 18,840  
BlueStar Israel Technology ETF (Market)     -17.56 %     7.70 %     8.90 %   $ 18,815  
S&P 500 Index     -7.73 %     11.19 %     11.52 %   $ 22,442  
BlueStar Israel Global Technology IndexTM     -17.45 %     8.53 %     9.65 %   $ 19,789  

 

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, if any. The Index Returns do not reflect fees or expenses and are not available for direct investment.

 

3 

 

BlueStar Israel Technology ETF

 

 

Top Ten Holdings as of March 31, 2023 (Unaudited)*

 

      Security    

% of Total

Investments

1   Nice, Ltd. - ADR   6.68%
2   Amdocs, Ltd.   6.22%
3   Check Point Software Technologies, Ltd.   5.65%
4   SolarEdge Technologies, Inc.   5.59%
5   CyberArk Software, Ltd.   4.17%
6   Tower Semiconductor, Ltd.   3.28%
7   Wix.com, Ltd.   2.90%
8   Elbit Systems, Ltd.   2.81%
9   Novocure, Ltd.   2.35%
10   Ormat Technologies, Inc.   2.16%
         
    Top Ten Holdings = 41.81% of Total Investments     
    * Current Fund holdings may not be indicative of future Fund holdings.    

  

4 

 

BlueStar Israel Technology ETF

 

Important Disclosures and Key Risk Factors

 

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

 

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

 

ITEQ

 

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

 

The Fund invests in Israeli companies. Foreign investing involves special risks such as currency fluctuations and political uncertainty. Funds that invest in smaller companies may experience greater volatility. Funds that emphasize investments in technology generally will experience greater price volatility. The Fund is non-diversified, meaning it may concentrate its assets in fewer individual holdings than a diversified fund.

 

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

 

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

 

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

 

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

 

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

  

5 

 

BlueStar Israel Technology ETF

 

PORTFOLIO ALLOCATIONS 

As of March 31, 2023 (Unaudited)

 

 

     

BlueStar 

Israel 

Technology 

ETF

 
         
As a percent of Net Assets:        
Cayman Islands     0.9 %
Gibraltar     0.3  
Guernsey     7.8  
Israel     62.8  
Jersey     3.0  
United States     24.6  
Short-Term and other Net Assets (Liabilities)     0.6  
      100.0 %

 

6 

 

BlueStar Israel Technology ETF

 

Schedule of Investments 

March 31, 2023 (Unaudited)

 

 

    Shares     Value  
COMMON STOCKS - 99.4%                
Cayman Islands - 0.9%                
Software - 0.9% (d)                
Sapiens International Corp NV     42,346     $ 919,755  
Gibraltar - 0.3%                
Hotels, Restaurants & Leisure - 0.3%                
888 Holdings PLC (a)     538,188       342,907  
Guernsey - 7.8%                
IT Services - 7.8%                
Amdocs, Ltd. (b)     84,797       8,143,057  
Israel - 62.8%                
Aerospace & Defense - 3.5%                
Elbit Systems, Ltd. (b)     21,666       3,687,770  
Communications Equipment - 2.6%                
AudioCodes, Ltd.     35,775       539,487  
Ceragon Networks, Ltd. (a)     195,861       327,088  
Gilat Satellite Networks, Ltd. (a)(b)     88,876       455,045  
Radware, Ltd. (a)     44,688       962,580  
Silicom, Ltd. (a)     10,515       394,102  
Total Communications Equipment             2,678,302  
Diversified Financial Services - 1.8%                
Plus500, Ltd.     91,357       1,906,840  
Electronic Equipment, Instruments & Components - 0.5%                
Innoviz Technologies, Ltd. (a)(b)     158,500       554,750  
Health Care Equipment & Supplies - 3.7%                
Alpha Tau Medical, Ltd. (a)     66,326       190,356  
Inmode, Ltd. (a)     81,101       2,591,988  
Nano-X Imaging, Ltd. (a)(b)     73,231       422,543  
Sisram Medical, Ltd. (e)     378,558       678,037  
Total Health Care Equipment & Supplies             3,882,924  
Household Durables - 0.6%                
Maytronics, Ltd.     60,916       645,906  
Independent Power and Renewable Electricity Producers - 2.1%                
Energix-Renewable Energies, Ltd.     254,697       712,509  
Enlight Renewable Energy, Ltd. (a)     67,160       1,120,727  
OY Nofar Energy, Ltd. (a)     16,123       376,163  
Total Independent Power and Renewable Electricity Producers             2,209,399  
Interactive Media & Services - 0.6%                
Taboola.com, Ltd. (a)(b)     245,240       667,053  
IT Services - 5.0%                
Formula Systems 1985, Ltd.     6,611       436,615  
Matrix IT, Ltd.     33,257       584,108  

 

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

 

7 

 

 

BlueStar Israel Technology ETF

 

Schedule of Investments 

March 31, 2023 (Unaudited) (Continued)

 

 

    Shares     Value  
One Software Technologies, Ltd.     40,098     $ 406,990  
Wix.com, Ltd. (a)(b)     38,053       3,797,690  
Total IT Services             5,225,403  
Machinery - 1.0%                
Kornit Digital, Ltd. (a)     52,112       1,008,888  
Media - 2.2%                
Perion Network, Ltd. (a)     49,404       1,955,410  
Tremor International, Ltd. (a)     144,767       373,597  
Total Media             2,329,007  
Professional Services - 1.2%                
Fiverr International, Ltd. (a)     37,176       1,298,186  
Semiconductors & Semiconductor Equipment - 7.7%                
Camtek, Ltd. (a)     34,386       974,843  
Nova, Ltd. (a)     26,078       2,724,369  
Tower Semiconductor, Ltd. (a)     101,100       4,293,717  
Total Semiconductors & Semiconductor Equipment             7,992,929  
Software - 27.8% (d)                
Cellebrite DI, Ltd. (a)(b)     88,960       541,766  
Check Point Software Technologies, Ltd. (a)     56,900       7,397,000  
CyberArk Software, Ltd. (a)     36,921       5,463,570  
Hilan, Ltd.     14,408       597,779  
JFrog, Ltd. (a)     76,950       1,515,915  
Magic Software Enterprises, Ltd.     20,792       272,902  
Monday.com, Ltd. (a)(b)     17,575       2,508,831  
Nice, Ltd. - ADR (a)(b)     38,238       8,752,296  
Pagaya Technologies, Ltd. - Class A  (a)(b)     662,915       676,173  
Riskified, Ltd. - Class A (a)     115,511       651,482  
WalkMe, Ltd. (a)     47,701       507,539  
Total Software             28,885,253  
Technology Hardware, Storage & Peripherals - 2.2%                
Nano Dimension, Ltd. - ADR (a)(b)     362,062       1,046,359  
Stratasys, Ltd. (a)     73,792       1,219,782  
Total Technology Hardware, Storage & Peripherals             2,266,141  
Total Israel             65,238,751  
                 
Jersey - 3.0%                
Health Care Equipment & Supplies - 3.0%                
Novocure, Ltd. (a)     51,133       3,075,138  
United States - 24.6%                
Aerospace & Defense - 0.8%                
Leonardo DRS, Inc. (a)     64,511       836,708  
Auto Components - 1.9%                
Mobileye Global, Inc. - Class A (a)(b)     46,880       2,028,497  
Biotechnology - 0.5%                
Lineage Cell Therapeutics, Inc. (a)     318,596       477,894  
Pluri, Inc. (a)     1       1  
Total Biotechnology             477,895  

 

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

 

8 

 

BlueStar Israel Technology ETF

 

Schedule of Investments 

March 31, 2023 (Unaudited) (Continued)

 

  

    Shares     Value  
Electronic Equipment, Instruments & Components - 0.6%                
Vishay Precision Group, Inc. (a)     15,310     $ 639,346  
Entertainment - 1.1%                
Playtika Holding Corp. (a)     101,224       1,139,782  
Independent Power & Renewable Energy - 2.7%                
Ormat Technologies, Inc.     33,330       2,825,000  
Insurance - 0.9%                
Lemonade, Inc. (a)(b)     62,162       886,430  
IT Services - 1.4%                
Payoneer Global, Inc. (a)     224,205       1,408,007  
Pharmaceuticals - 0.1%                
Oramed Pharmaceuticals, Inc. (a)(b)     68,940       150,289  
Semiconductors & Semiconductor Equipment - 7.8%                
CEVA, Inc. (a)     26,195       797,114  
SolarEdge Technologies, Inc. (a)(b)     24,078       7,318,508  
Total Semiconductors & Semiconductor Equipment             8,115,622  
Software - 6.8% (d)                
LivePerson, Inc. (a)     63,991       282,200  
SentinelOne, Inc. - Class A (a)(b)     171,192       2,800,701  
Varonis Systems, Inc. (a)     84,270       2,191,863  
Verint Systems, Inc. (a)     48,039       1,788,972  
Total Software             7,063,736  
Total United States             25,571,312  
TOTAL COMMON STOCKS (Cost $132,322,193)             103,290,920  
                 
INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL - 26.0%                
Mount Vernon Liquid Assets Portfolio, LLC, 4.93% (c)     27,054,288       27,054,288  
TOTAL INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL (Cost $27,054,288)                
SHORT-TERM INVESTMENTS - 0.6%                
Money Market Funds - 0.6%                
First American Government Obligations Fund - Class X, 4.64% (c)     663,281       663,281  
TOTAL SHORT-TERM INVESTMENTS (Cost $663,281)             663,281  
Total Investments (Cost $160,039,762) - 126.0%             131,008,489  
Liabilities in Excess of Other Assets - (26.0)%             (27,058,010 )
TOTAL NET ASSETS - 100.0%           $ 103,950,479  

 

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

 

9 

 

BlueStar Israel Technology ETF

 

Schedule of Investments 

March 31, 2023 (Unaudited) (Continued)

 

 

Percentages are stated as a percent of net assets.

 

ADR American Depositary Receipt
PLC Public Limited Company
(a) Non-income producing security.

(b) All or a portion of this security was out on loan at March 31, 2023.

(c) The rate shown is the annualized seven-day yield at period end.

(d) As of March 31, 2023 the Fund had a significant portion of its assets in the Software Industry.

(e) Security exempt from registration pursuant to Rule 144A under the Securities Act of 1933, as amended. This security may be resold in transactions exempt from registration to qualified institutional investors. At March 31, 2023, the market value of these securities total $678,037 which represents 0.65% of total net assets.

 

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

 

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

 

10 

 

 

BlueStar Israel Technology ETF

 

STATEMENT OF ASSETS AND LIABILITIES 

As of March 31, 2023 (Unaudited)

 

 

    BlueStar  
    Israel  
    Technology  
ASSETS   ETF  
Investments in securities, at value*   $ 131,008,489  
Foreign currency*     5,609  
Receivables:        
Receivable for investments sold     6,724,143  
Dividends and interest receivable     76,297  
Securities lending income receivable     29,885  
Total Assets   $ 137,844,423  
LIABILITIES        
Collateral received for securities loaned (Note 7)     27,054,288  
Payables:        
Payable for fund shares redeemed     6,771,090  
Unitary fees payable     68,566  
Total Liabilities     33,893,944  
Net Assets   $ 103,950,479  
NET ASSETS CONSIST OF:        
Paid-in capital   $ 157,381,929  
Total distributable earnings (accumulated losses)     (53,431,450 )
Net Assets   $ 103,950,479  
*Identified Cost:        
Investments in securities   $ 160,039,762  
Foreign currency     5,675  
         
Shares Outstanding^     2,250,000  
Net Asset Value, Offering and Redemption Price per Share   $ 46.20  

 

^ No par value, unlimited number of shares authorized

 

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

 

11 

 

 

BlueStar Israel Technology ETF

 

STATEMENT OF OPERATIONS 

For the Period Ended March 31, 2023 (Unaudited)

 

 

    BlueStar  
    Israel  
    Technology  
INVESTMENT INCOME   ETF  
Income:        
Dividends from securities (net of foreign withholdings tax and issuance fees of $31,701)   $ 169,398  
Interest     14,075  
Securities lending income     183,786  
Total Investment Income     367,259  
Expenses:        
Unitary Fees     424,135  
Total Expenses     424,135  
Net Investment Loss     (56,876 )
REALIZED & UNREALIZED GAIN (LOSS) ON INVESTMENTS        
Net Realized Gain (Loss) on:        
Unaffiliated investments     (6,771,577 )
In-Kind redemptions     3,616,627  
Foreign currency and foreign currency translation     (3,242 )
Net Realized Gain on Investments and In-Kind Redemptions     (3,158,192 )
Net Change in Unrealized Appreciation/Depreciation of:        
Unaffiliated investments     8,644,396  
Foreign currency and foreign currency translation     241  
Net Change in Unrealized Appreciation/Depreciation of Investments     8,644,637  
Net Realized and Unrealized Gain on Investments     5,486,445  
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS   $ 5,429,569  

 

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

 

12 

 

 

BlueStar Israel Technology ETF

 

STATEMENTS OF CHANGES IN NET ASSETS

 

  

   

Period

Ended

March 31,

2023 

(Unaudited) 

   

Year Ended 

September 30, 

2022 

 
OPERATIONS            
Net investment loss   $ (56,876 )   $ (144,422 )
Net realized gain (loss) on investments and in-kind redemptions     (3,158,192 )     8,803,413  
Net change in unrealized appreciation/depreciation of investments     8,644,637       (69,063,455 )
Net increase (decrease) in net assets resulting from operations     5,429,569       (60,404,464 )
                 
CAPITAL SHARE TRANSACTIONS                
Net decrease in net assets derived from net change in outstanding shares     (17,921,950 )     (14,825,280 )
Net decrease in net assets     (12,492,381 )     (75,229,744 )
                 
NET ASSETS                
Beginning of Period/Year     116,442,860       191,672,604  
End of Period/Year   $ 103,950,479     $ 116,442,860  
                 
Summary of share transactions is as follows:                

 

                           
     

Period Ended 

March 31, 2023 (Unaudited)

   

Year Ended 

September 30, 2022 

 
      Shares     Amount     Shares     Amount  
Shares Sold     50,000     $ 2,257,030     700,000     $ 42,311,335  
Shares Redeemed     (450,000 )     (20,178,980 )   (950,000 )     (57,136,615 )
Net Transactions in Fund Shares     (400,000 )   $ (17,921,950 )   (250,000 )   $ (14,825,280 )
                               
Beginning Shares     2,650,000             2,900,000          
Ending Shares     2,250,000             2,650,000          

 

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

 

13 

 

 

BlueStar Israel Technology ETF

 

FINANCIAL HIGHLIGHTS 

For a capital share outstanding throughout each period/year

 

 

   

Period 

Ended 

March 31, 

2023 

(Unaudited) 

   

Year Ended 

September 30, 

2022 

   

Year Ended 

September 30, 

2021 

   

Year Ended 

September 30, 

2020 

   

Year Ended 

September 30, 

2019 

   

Year Ended 

September 30, 

2018 

 
Net Asset Value, Beginning of Period/Year   $ 43.94     $ 66.09     $ 55.57     $ 39.92     $ 36.03     $ 31.38  
Income (Loss) from Investment Operations:                                                
Net investment income (loss) 1     (0.02 )     (0.05 )     (0.01 )     (0.06 )     (0.04 )     0.04  
Net realized and unrealized gain (loss) on investments     2.28       (22.10 )     10.97       15.71       4.03       4.78  
Total from investment operations     2.26       (22.15 )     10.96       15.65       3.99       4.82  
Less Distributions:                                                
Distributions from net investment income                 (0.44 )           (0.09 )     (0.17 )
Return of Capital                             (0.01 )      
Total Distributions                 (0.44 )           (0.10 )     (0.17 )
Net asset value, end of period/year   $ 46.20     $ 43.94     $ 66.09     $ 55.57     $ 39.92     $ 36.03  
Total Return     5.14 %2     (33.52 )%     19.76 %     39.20 %     11.17 %     15.41 %
                                                 
Ratios/Supplemental Data:                                                
Net Assets at end of period/year (000’s)   $ 103,950     $ 116,443     $ 191,673     $ 127,802     $ 73,847     $ 61,243  
Expenses to Average Net Assets     0.75 %3     0.75 %     0.75 %     0.75 %     0.75 %     0.75 %
Net Investment Income (Loss) to                                                
Average Net Assets     (0.10 )%3     (0.10 )%     (0.02 )%     (0.12 )%     (0.12 )%     0.12 %
Portfolio Turnover Rate     9 %2     25 %     21 %     19 %     24 %     11 %

 

1 Calculated based on average shares outstanding during the period/year.
2 Not annualized.
3 Annualized.

 

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

 

14 

 

 

BlueStar Israel Technology ETF

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2023 (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 IndexTM (BIGITechTM” or the “Index”). The Fund commenced operations on November 2, 2015.

 

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

 

Shares of the Fund are listed and traded on the 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 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.

  

 15

 

 

BlueStar Israel Technology ETF

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2023 (Unaudited) (Continued)

 

 

Securities for which quotations are not readily available are valued at their respective fair values as determined in good faith by ETF Managers Group, LLC (the “Adviser”), using procedures adopted 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 NAV of its shares to differ significantly from the NAV that would be calculated without regard to such considerations. As of March 31, 2023, the Fund did not hold any fair valued securities.

 

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

 

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

 

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

 

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

 

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

 

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

  

 16

 

 

BlueStar Israel Technology ETF

 

NOTES TO FINANCIAL STATEMENTS 

March 31, 2023 (Unaudited) (Continued)

 

 

The following is a summary of the inputs used to value the Fund’s net assets as of March 31, 2023:

 

BlueStar Israel Technology ETF

 

Assets^   Level 1     Level 2     Level 3     Total  
Common Stocks   $ 103,290,920     $     $     $ 103,290,920  
Short-Term Investments     663,281                   663,281  
Investments Purchased with Securities Lending Collateral*                       27,054,288  
Total Investments in Securities   $ 103,954,201     $     $     $ 131,008,489  

 

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

 

* Certain investments that are measured at fair value using the NAV 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 2022 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, 2023, management has reviewed the tax positions for open periods (for federal purposes, three years from the date of filing and for state purposes, generally a range of three to 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.

  

 17

 

 

BlueStar Israel Technology ETF

 

NOTES TO FINANCIAL STATEMENTS 

March 31, 2023 (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 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 NAV 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.

 

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.

  

 18

 

 

BlueStar Israel Technology ETF

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2023 (Unaudited) (Continued)

 

 

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

 

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

 

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

 

On February 24, 2022, Russia commenced a military attack on Ukraine. The outbreak of hostilities between the two countries could result in more widespread conflict and could have a severe adverse effect on the region and the markets. In addition, sanctions imposed on Russia by the United States and other countries, and any sanctions imposed in the future could have a significant adverse impact on the Russian economy and related markets. The price and liquidity of investments may fluctuate widely as a result of the conflict and related events. How long such conflict and related events will last and whether it will escalate further cannot be predicted, nor its effect on the Fund.

 

A complete description of the principal risks is included in the Fund’s prospectus under the heading “Principal Investment Risks.”

 

 19

 

 

BlueStar Israel Technology ETF

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2023 (Unaudited) (Continued)

 

 

NOTE 4 – MANAGEMENT AND OTHER CONTRACTS

 

The Adviser 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 Adviser, the Adviser 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 Adviser 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 Adviser 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 Adviser at an annual rate of 0.75% of the Fund’s average daily net assets. Under the Investment Advisory Agreement, the Adviser has agreed to pay all expenses of the Fund, except for: the fee paid to the Adviser pursuant to the Investment Advisory Agreement, interest charges on any borrowings, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, extraordinary expenses, and distribution (12b-1) fees and expenses (collectively, “Excluded Expenses”). The Adviser has entered into an agreement with its affiliate, ETFMG Financial, LLC, to serve as distributor to the Fund (the “Distributor”). The Distributor provides marketing support for the Fund, including distributing marketing materials related to the Fund.

 

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

 

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

 

The Adviser pays each independent Trustee a quarterly fee for service to the Fund. Each Trustee is also reimbursed by the Adviser 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, 2023, the Fund did not incur any 12b-1 expenses.

  

 20

 

 

BlueStar Israel Technology ETF

 

NOTES TO FINANCIAL STATEMENTS 

March 31, 2023 (Unaudited) (Continued)

 

 

NOTE 6 - PURCHASES AND SALES OF SECURITIES

 

The costs of purchases and sales of securities, excluding short-term securities and in-kind transactions, for the period ended March 31, 2023:

 

    Purchases     Sales  
BlueStar Israel Technology ETF   $ 10,761,923     $ 9,722,216  

 

The costs of purchases and sales of in-kind transactions associated with creations and redemptions for the period ended March 31, 2023:

 

    Purchases In-
Kind
    Sales In-
Kind
 
BlueStar Israel Technology ETF   $ 2,241,381     $ 19,953,570  

 

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, 2023.

 

NOTE 7 — SECURITIES LENDING

 

The Fund may lend up to 33 1/3% of the value of the securities in its portfolio to brokers, dealers and financial institutions (but not individuals) under terms of participation in a securities lending program administered by U.S. Bank N.A. (“the Custodian”). The securities lending agreement requires that loans are collateralized at all times in an amount equal to at least 102% of the value of any loaned securities at the time of the loan, plus accrued interest. The Fund receives compensation in the form of fees and earns interest on the cash collateral. The amount of fees depends on a number of factors including the type of security and length of the loan. The Fund continues to receive interest payments or dividends on the securities loaned during the borrowing period. Gain or loss in the fair value of securities loaned that may occur during the term of the loan will be for the account of the Fund. The Fund has the right under the terms of the securities lending agreement to recall the securities from the borrower on demand. The cash collateral is invested by the Custodian in accordance with approved investment guidelines. Those guidelines require the cash collateral to be invested in readily marketable, high quality, short-term obligations, either directly on behalf of the Fund or through one or more joint accounts, money market funds, or short-term bond funds, including those advised by or affiliated with the Adviser; however, all such investments are subject to risk of payment delays or default on the part of the issuer or counterparty or otherwise may not generate sufficient interest to support the costs associated with securities lending. Other investment companies in which the Fund may invest cash collateral can be expected to incur fees and expenses for operations, such as investment advisory and administration fees, which would be in addition to those incurred by the Fund, and which may be received in full or in part by the Adviser. Pursuant to guidance issued by the SEC staff, fees and expenses of money market funds used for cash collateral received in connection with loans of securities are not treated as Acquired Fund Fees and Expenses, which reflect a fund’s pro rata share of the fees and expenses incurred by other investment companies in which the Fund invests (as disclosed in the Prospectus, as applicable). The Fund could also experience delays in recovering its securities and possible loss of income or value if the borrower fails to return the borrowed securities, although the Fund is indemnified from this risk by contract with the securities lending agent.

  

 21

 

 

BlueStar Israel Technology ETF

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2023 (Unaudited) (Continued)

 

 

As of March 31, 2023, the value of the securities on loan and payable for collateral due to broker were as follows:

 

Value of Securities on Loan Collateral Received    

    Values of     Fund  
    Securities     Collateral  
Fund   on Loan     Received*  
BlueStar Israel Technology ETF   $ 26,803,632     $ 27,054,288  

 

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

 

NOTE 8 – FEDERAL INCOME TAXES

 

The components of distributable earnings (losses) and cost basis of investments for federal income tax purposes at September 30, 2022, the Fund’s most recent fiscal year end, were as follows:

 

                      Net  
          Gross     Gross     Unrealized  
          Unrealized     Unrealized     Appreciation  
    Cost     Appreciation     Depreciation     (Depreciation)  
BlueStar Israel Technology ETF   $ 186,363,170     $ 10,069,196     $ (54,372,210 )   $ (44,303,014 )

 

    Undistributed     Undistributed     Total     Other     Total  
    Ordinary     Long-Term     Distributable     Accumulated     Accumulated  
    Income     Gain     Earnings     (Loss)     Gain  
BlueStar Israel Technology ETF   $     $     $     $ (14,558,005 )   $ (58,861,019 )

 

As of September 30, 2022, the Fund’s most recent fiscal year end, the Fund had accumulated capital loss carryovers of:

 

    Capital     Capital        
    Loss     Loss        
    Carryover     Carryover        
    ST     LT     Expires  
BlueStar Israel Technology ETF   $ (8,423,196 )   $ (6,134,402 )   Indefinite  
                         

Under current tax law, capital and currency losses realized after October 31 of a fund’s fiscal year may be deferred and treated as occurring on the first business day of the following fiscal year for tax purposes. The Fund had deferred post-October capital and currency losses, which will be treated as arising on the first business day of the year ended September 30, 2022, the Fund’s most recent fiscal year end, as follows:

 

  Later Year      
BlueStar Israel Technology ETF Ordinary Loss   Post-October Loss  
None   None  

 

 22

 

 

BlueStar Israel Technology ETF

 

NOTES TO FINANCIAL STATEMENTS 

March 31, 2023 (Unaudited) (Continued)

 

 

The tax character of distributions paid by the Fund during the fiscal period ended March 31, 2023 and fiscal year ended September 30, 2022 are as follows:

 

    Period Ended     Year Ended  
    March 31, 2023     September 30, 2022  
    From     From     From     From  
    Ordinary     Capital     Ordinary     Capital  
    Income     Gains     Income     Gains  
BlueStar Israel Technology ETF   $     $     $     $  

 

NOTE 9 – LEGAL MATTERS

 

The Trust, the Adviser, and certain officers and affiliated persons of the Adviser (together with the Adviser, the “Adviser Defendants”) were named as defendants in an action filed December 21, 2021, in the Superior Court of New Jersey, Union County, captioned PureShares, LLC, d/b/a PureFunds et al. v. ETF Managers Group, LLC et al., Docket No. UNN-C-152-21 (the “NJ Action”). The NJ Action asserted breach of contract and other tort claims and sought damages in unspecified amounts and injunctive relief. On May 25, 2022, the court in the NJ Action dismissed with prejudice all claims asserted against the Trust, as well as all contract claims and all except one tort claim asserted against the Adviser Defendants.

 

As of March 31, 2023, there were no adjustments made to the accompanying financial statements based on the above legal matters.

 

NOTE 10 – SUBSEQUENT EVENTS

 

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

 

 23

 

 

BlueStar Israel Technology ETF

 

APPROVAL OF ADVISORY AGREEMENT AND BOARD CONSIDERATIONS

For the Period Ended March 31, 2023 (Unaudited)

 

 

Pursuant to Section 15(c) of the Investment Company Act of 1940 (the “1940 Act”), at a meeting held on March 23, 2023, and continued on March 29, 2023, 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 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 23 and 29, 2023, 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, risk assessment and 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 an executive session held prior to the meeting and also conferred in executive sessions both with and without representatives of management before and during the 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, including with respect to liquidity; 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 and risk assessment infrastructure. The Board also considered the Adviser’s experience managing exchange-traded funds (“ETFs”), as well as the Adviser’s response to recent market volatility and uncertainty. The Board then considered the Adviser’s financial resources and information regarding the Adviser’s ability to support its management of the Fund and obligations under the unified fee arrangement, noting that the Adviser had provided its financial statements and other information about its financial commitments for the Board’s review.

 

 24

 

 

BlueStar Israel Technology ETF

 

APPROVAL OF ADVISORY AGREEMENT AND BOARD CONSIDERATIONS 

For the Period Ended March 31, 2023 (Unaudited) (Continued)

 

 

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

 

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

 

Historical Performance 

The Board then considered the performance of the Fund over various time periods ended December 31, 2022, including the one-year, three-year, five-year and since inception periods. The Board also considered the Fund’s performance as compared to that of comparable ETFs, as determined by the Adviser (“peer group”) using data received from an independent third party. The Board additionally reviewed 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 in tracking its underlying index was within the range of expectations. 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 the Adviser using data received from an independent third party. Among other information, the Board noted that the advisory fee for the Fund is higher than the average and median expense ratios for its peer group. The Trustees also considered the total expense ratios of other ETFs that they considered to be comparable, based on the investment objectives and strategies of the ETFs. The Board took into consideration management’s discussion of the fees, including the research involved in the construction of the underlying index.

 

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.

 

 25

 

 

BlueStar Israel Technology ETF

 

APPROVAL OF ADVISORY AGREEMENT AND BOARD CONSIDERATIONS 

For the Period Ended March 31, 2023 (Unaudited) (Continued)

 

 

The Board also evaluated the compensation and other benefits received by the Adviser from its relationship with the Fund, taking into account profitability information provided by the Adviser. The Board received and reviewed profitability information with respect to the Fund and considered how profit margins could affect the Adviser’s long-term viability and ability to attract and retain high-quality personnel. The Board also considered the impact on the Adviser’s profitability of payments made to partners involved with the Fund. Based on the information provided to the Trustees, the Trustees concluded that the net revenue retained 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.

 

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 concluded that no changes to the advisory fee structure of the Fund were necessary.

 

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.

 

 26

 

 

BlueStar Israel Technology ETF

 

EXPENSE EXAMPLE 

Period Ended March 31, 2023 (Unaudited)

 

 

As a shareholder of BlueStar Israel Technology ETF (the “Fund”) you incur two types of costs: (1) transaction costs, including brokerage commissions on purchases and sales of Fund shares, and (2) ongoing costs, including management fees and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (October 1, 2022 to March 31, 2023).

 

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.

 

                      Annualized  
                      Expense  
                      Ratio  
                        During the  
    Beginning     Ending             Period  
    Account     Account             October 1,  
    Value     Value     Expenses     2022 to  
    October 1,     March 31,     Paid During     March 31,  
Fund Name   2022     2023     the Period^     2023  
BlueStar Israel Technology ETF                              
Actual   $ 1,000.00     $ 1,051.40     $ 3.84       0.75 %
Hypothetical (5% annual)     1,000.00       1,021.19       3.78       0.75 %

  

^ The dollar amounts shown as expenses paid during the period are equal to the annualized six-month expense ratio multiplied by the average account value during the period, multiplied by 182/365 (to reflect the one-half year period).

  

 27

 

 

BlueStar Israel Technology ETF

 

STATEMENT REGARDING LIQUIDITY RISK MANAGEMENT PROGRAM 

Period Ended March 31, 2023 (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 23, 2023, the Program Administrator 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 period from March 1, 2022 through March 1, 2023 (the “Reporting Period”). No significant liquidity events impacting the Fund were noted in the report and it was represented that, as of December 31, 2022, 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.

 

 28

 

 

BlueStar Israel Technology ETF

 

SUPPLEMENTARY INFORMATION 

March 31, 2023 (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.etfmgfunds.com.

 

NOTE 2 – FEDERAL TAX INFORMATION

 

Qualified Dividend Income/Dividends Received Deduction

 

For the fiscal year ended September 30, 2022, 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 Qualified Dividend Income
   
Bluestar Israel Technology ETF 0.00%

 

For corporate shareholders, the percent of ordinary income distributions qualifying for the corporate dividends received deduction for the fiscal year ended September 30, 2022 was as follows:

 

Fund Name Dividends Received Deduction
   
Bluestar Israel Technology ETF 0.00%

 

Short Term Capital Gain 

The percentage of taxable ordinary income distributions that are designated as short-term capital gain distributions under Internal Revenue Section 871 (k)(2)(C) for the Fund was as follows:

 

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

 

NOTE 3 – INFORMATION ABOUT PORTFOLIO HOLDINGS

 

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

 

 29

 

 

BlueStar Israel Technology ETF

 

SUPPLEMENTARY INFORMATION 

March 31, 2023 (Unaudited) (Continued)

 

 

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

 

 30

 

 

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). 15 None              
John A. Flanagan, (1946)           Treasurer (since 2015)           President, John A. Flanagan CPA, LLC (accounting services) (since 2010); Treasurer, ETF Managers Trust (since 2015); Chief Financial Officer, ETF Managers Capital, LLC (commodity pool operator) (since 2015). n/a Independent Trustee - Absolute Shares Trust (since 2014) (4 portfolios)  
Kevin Hourihan (1978) Chief Compliance Officer (since 2022)               Senior Principal Consultant, Fund Chief Compliance Officer, ACA Global, LLC (since 2022); Chief Compliance Officer, Ashmore Funds (2017-2022); Chief Compliance Officer, Ashmore Investment Management (US) Corp (2014-2022); Chief Compliance Officer, Ashmore Equities Investment Management (2015-2019). n/a n/a
Matthew J. Bromberg (1973) Assistant Secretary (since 2020)                         Chief Compliance Officer of ETF Managers Group, LLC (since 2022); General Counsel and Secretary of Exchange Traded Managers Group LLC (since 2020); ETF Managers Group LLC (since 2020); ETFMG Financial LLC (since 2020); ETF Managers Capital LLC (since 2020); Partner of Dorsey & Whitney LLP (law firm) (2019-2020); General Counsel of WBI Investments, Inc. (2016-2019); Millington Securities, Inc. (2016-2019). n/a n/a
* Mr. Masucci is an interested Trustee by virtue of his role as the Chief Executive Officer of the Adviser.

   

 31

 

 

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
Benjamin F. Yuro (1990) Assistant Treasurer (since 2022)         Product Controller, ETF Managers Group, LLC (since 2021); Senior Associate – Private Equity, SS&C Technologies (2020-2021); Senior Accountant – Financial Services, WithumSmith+Brown, PC (2016-2020). n/a n/a
Terry Loebs (1963) Trustee (since 2014); Lead Independent Trustee (since 2020)   Founder and Managing Member, Pulsenomics LLC (index product development and consulting firm) (since 2011); Managing Director, MacroMarkets, LLC (exchange-traded products firm) (2006-2011). 15 None
Eric Wiegel (1960) Trustee (since 2020) Managing Partner, Global Focus Capital LLC (since 2013); Senior Portfolio Manager, Little House Capital (2019-2021); Chief Investment Officer, Insight Financial Strategist LLC (2017-2018). 15 None

  

 32

 

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 

U.S. Bank National Association

 

Custody Operations 

1555 North River Center Drive, Suite 302, Milwaukee, Wisconsin 53212

 

Transfer Agent 

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

615 East Michigan Street, Milwaukee, Wisconsin 53202

 

Securities Lending Agent

U.S. Bank, National Association 

Securities Lending 

800 Nicolet Mall 

Minneapolis, MN 55402-7020

 

Independent Registered Public Accounting Firm 

WithumSmith + Brown, PC 

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

 

Legal Counsel 

Sullivan & Worcester LLP 

1666 K Street NW, Washington, DC 20006

 

 

 

 

 

 

Semi-Annual Report

March 31, 2023

(Unaudited)

 

Etho Climate Leadership U.S. ETF

Ticker: ETHO

 

 

 

 

The fund is a series of ETF Managers Trust.

 

 

 

Etho Climate Leadership U.S. ETF

 

TABLE OF CONTENTS

March 31, 2023 (Unaudited)

 

 

    Page
Shareholder Letter   2
Growth of $10,000 Investment   4
Top 10 Holdings   5
Important Disclosures and Key Risk Factors   6
Portfolio Allocations   7
Schedule of Investments   8
Statement of Assets and Liabilities   17
Statement of Operations   18
Statements of Changes in Net Assets   19
Financial Highlights   20
Notes to the Financial Statements   21
Approval of Advisory Agreement and Board Considerations   30
Expense Example   33
Statement Regarding Liquidity Risk Management Program   34
Supplementary Information   35
Information About Portfolio Holdings   35
Information About Proxy Voting   36
Trustees and Officers Table   37

 

 

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, 2022 to March 31, 2023.

 

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”).

 

Market Overview

 

The pace of inflation, as measured by the Consumer Price Index, showed signs of easing and together with positive corporate results and the prospect of lower interest rates, resulted in improved stock performance in late 2022. Stocks and bonds generally rallied in January, pulling back when reports of rising prices caused concern that the U.S. Federal Reserve would raise interest rates more than expected. Investor worries escalated in February with all three major U.S. stock indexes recording a loss for the month. While more broadly the first few months of 2023 have seen U.S. economic growth and a strong jobs market, macroeconomic headwinds continued to challenge stock markets during the period. Rising interest rates, supply chain disruptions, the Russia-Ukraine War, and a slowdown in global growth weighed on investor sentiment along with fears that the Fed’s monetary tightening would push the economy into a recession.

 

These conditions have impacted the Fund’s performance during the period, among other factors, and the value of an investment in the Fund. We encourage you to talk with your financial advisor and visit etfmg.com for further insight into investing in today’s markets.

 

Performance Overview

 

For the 6-month period ended March 31, 2023, the total return for the Fund was 13.67% while the total return for the Index was 13.35%. The best performers in the Fund, on the basis of contribution to its return, were First Solar Inc, Rambus Inc, Pvh Corp, Nvidia Corp, and Tempur Sealy International, while the worst performers were Stem Inc, Svb Financial Group, Proterra Inc, SunPower Corp, and Enviva Inc.

 

During the reporting period, the Fund saw an average approximate allocation of 22.99% to the Information Technology sector, 19.90% to Industrials and 15.75% to Consumer Discretionary. The Fund invests in the United States.

 

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 269 equities equally weighted (at the time of rebalance) and results in a carbon emissions profile that is, on average, 60-80% lower per dollar invested than conventional U.S. benchmark indices. 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.

 

2 

 

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

 

3 

 

Etho Climate Leadership U.S. ETF

Growth of $10,000 (Unaudited)

 

 

Average Annual Returns
Period Ended March 31, 2023
  1 Year
Return
    5 Year
Return
    Since
Inception
(11/18/2015)
    Value of
$10,000
(3/31/2023)
 
Etho Climate Leadership U.S. ETF (NAV)     -9.67 %     9.71 %     11.50 %   $ 22,295  
Etho Climate Leadership U.S. ETF (Market)     -9.74 %     9.73 %     11.50 %   $ 22,304  
S&P 500 Index     -7.73 %     11.19 %     11.72 %   $ 22,621  
Etho Climate Leadership Index - U.S.     -10.30 %     9.25 %     10.94 %   $ 21,492  

 

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.

4 

 

Etho Climate Leadership U.S. ETF

  

 

Top Ten Holdings as of March 31, 2023 (Unaudited)* 

 

    Security     % of Total Investments  
1   First Solar, Inc.   0.81%  
2   Array Technologies, Inc.   0.61%  
3   Lamb Weston Holdings, Inc.   0.55%  
4   Rambus, Inc.   0.50%  
5   Penske Automotive Group, Inc.   0.48%  
6   Tempur Sealy International, Inc.   0.45%  
7   Foot Locker, Inc.   0.43%  
8   H&R Block, Inc.   0.43%  
9   Group 1 Automotive, Inc.   0.42%  
10   AutoNation, Inc.   0.42%  
           
    Top Ten Holdings 5.10% of Total Investments  
    * Current Fund holdings may not be indicative of future Fund holdings.  

 

5 

 

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

 

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

 

To the extent the Fund utilizes a sampling approach, it may experience tracking error to a greater extent than if the Fund had sought to replicate the Index.

 

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

 

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

 

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.

 

The Fund is intended to be made available only to U.S. residents. Under no circumstances is any information provided on this website intended for distribution to or use by, or to be an offer to sell to or solicitation of an offer to buy the Fund or any investment product or service of, any person or entity in any jurisdiction or country, other than the United States, where such distribution, use, offer or solicitation would subject the Fund or its affiliates to any registration requirement or be unlawful under the securities laws of that jurisdiction or country.

6 

 

Etho Climate Leadership U.S. ETF

 

PORTFOLIO ALLOCATIONS

As of March 31, 2023 (Unaudited)

 

 

 

    Etho Climate  
    Leadership
U.S. ETF
 
As a percent of Net Assets:      
Bermuda     0.5 %
Canada     0.4  
Ireland     0.3  
United States     98.1  
Short-Term and other Net Assets (Liabilities)     0.7  
      100.0 %

7 

 

Etho Climate Leadership U.S. ETF

 

Schedule of Investments

March 31, 2023 (Unaudited)

 

 

 

    Shares     Value  
COMMON STOCKS - 99.3%                
Bermuda - 0.5%                
Chemicals - 0.5%                
Axalta Coating Systems, Ltd. (a)     29,366     $ 889,496  
                 
Canada - 0.4%                
Commercial Services & Supplies - 0.4%                
Waste Connections, Inc.     5,187       721,356  
                 
Ireland - 0.3%                
Health Care Equipment & Supplies - 0.3%                
STERIS PLC     3,000       573,840  
                 
United States - 98.1%                
Air Freight & Logistics - 0.4%                
United Parcel Service, Inc. - Class B (b)     3,426       664,610  
Auto Components - 0.7%                
Gentex Corp.     24,903       698,032  
QuantumScape Corp. (a)(b)     36,108       295,363  
Spruce Power Holding Corp. (a)     362,732       297,440  
Total Auto Components             1,290,835  
Automobiles - 0.2%                
Arcimoto, Inc. (a)     5,460       7,644  
Tesla, Inc. (a)     2,010       416,995  
Total Automobiles             424,639  
Banks - 3.3%                
Amalgamated Financial Corp.     40,518       716,763  
Bank of Hawaii Corp. (b)     8,762       456,325  
Capitol Federal Financial, Inc.     70,327       473,301  
Commerce Bancshares, Inc. (b)     10,671       622,653  
Cullen/Frost Bankers, Inc. (b)     5,282       556,406  
First Horizon Corp.     31,146       553,776  
New York Community Bancorp, Inc. (b)     69,922       632,095  
South State Corp. (b)     8,959       638,418  
Truist Financial Corp.     13,021       444,016  
Washington Federal, Inc. (b)     22,324       672,399  
Total Banks             5,766,152  
Biotechnology - 1.3%                
Agios Pharmaceuticals, Inc. (a)(b)     24,797       569,587  
Alnylam Pharmaceuticals, Inc. (a)     4,419       885,214  
Vertex Pharmaceuticals, Inc. (a)     2,765       871,169  
Total Biotechnology             2,325,970  
Broadline Retail - 0.6%                
Amazon.com, Inc. (a)     4,428       457,368  
eBay, Inc.     12,735       565,052  
Total Internet & Direct Marketing Retail             1,022,420  

 

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

8 

 

Etho Climate Leadership U.S. ETF

 

Schedule of Investments

March 31, 2023 (Unaudited) (Continued)

 

 

 

    Shares     Value  
Building Products - 2.5%            
A.O. Smith Corp. (b)     11,416     $ 789,417  
Advanced Drainage Systems, Inc. (b)     6,088       512,670  
Apogee Enterprises, Inc.     15,380       665,185  
Armstrong World Industries, Inc.     8,067       574,693  
Fortune Brands Home & Security, Inc. (b)     9,804       575,789  
Lennox International, Inc. (b)     2,818       708,108  
Masterbrand, Inc. (a)     9,804       78,824  
Trex Co., Inc. (a)(b)     11,047       537,657  
Total Building Products             4,442,343  
Capital Markets - 3.6%                
Affiliated Managers Group, Inc.     5,121       729,333  
Ares Management Corp. - Class A (b)     9,040       754,298  
Charles Schwab Corp.     8,615       451,254  
Franklin Resources, Inc. (b)     26,299       708,495  
Interactive Brokers Group, Inc. - Class A     10,985       906,922  
MarketAxess Holdings, Inc. (b)     2,132       834,230  
MSCI, Inc.     1,442       807,073  
Northern Trust Corp. (b)     6,298       555,043  
T. Rowe Price Group, Inc. (b)     4,867       549,484  
Total Capital Markets             6,296,132  
Commercial Services & Supplies - 3.1%                
Cintas Corp.     1,705       788,870  
Copart, Inc. (a)     11,505       865,292  
MillerKnoll, Inc. (b)     21,218       433,908  
Pitney Bowes, Inc. (b)     142,771       555,379  
Republic Services, Inc.     5,474       740,194  
Rollins, Inc.     20,720       777,622  
Steelcase, Inc. - Class A     61,600       518,672  
Waste Management, Inc.     4,591       749,113  
Total Commercial Services & Supplies             5,429,050  
Communications Equipment - 2.4%                
Arista Networks, Inc. (a)     5,193       871,697  
Ciena Corp. (a)(b)     11,904       625,198  
Cisco Systems, Inc.     13,110       685,325  
F5 Networks, Inc. (a)     3,453       503,068  
Juniper Networks, Inc.     19,707       678,315  
Motorola Solutions, Inc.     3,001       858,676  
Total Communications Equipment             4,222,279  
Construction & Engineering - 0.3%                
Ameresco, Inc. - Class A (a)(b)     9,079       446,868  
Construction Materials - 0.4%                
Vulcan Materials Co.     3,947       677,147  
Consumer Finance - 1.0%                
Ally Financial, Inc. (b)     16,919       431,265  
American Express Co.     3,879       639,841  
Discover Financial Services     6,628       655,112  
Total Consumer Finance             1,726,218  

 

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

9 

 

Etho Climate Leadership U.S. ETF

 

Schedule of Investments

March 31, 2023 (Unaudited) (Continued)

 

 

 

    Shares     Value  
Food & Staples Retailing - 0.8%            
PriceSmart, Inc.     9,195     $ 657,259  
Sysco Corp.     8,917       688,660  
Total Food & Staples Retailing             1,345,919  
Containers & Packaging - 1.2%                
AptarGroup, Inc.     6,189       731,478  
Avery Dennison Corp. (b)     4,184       748,644  
Packaging Corp. of America (b)     4,709       653,750  
Total Containers & Packaging             2,133,872  
Distributors - 1.1%                
Genuine Parts Co.     5,796       969,728  
LKQ Corp.     16,056       911,339  
Total Distributors             1,881,067  
Diversified Consumer Services - 1.0%                
H&R Block, Inc. (b)     28,128       991,512  
Service Corp International (b)     11,057       760,500  
Total Diversified Consumer Services             1,752,012  
Diversified Telecommunication Services - 0.7%                
ATN International, Inc.     18,201       744,785  
Verizon Communications, Inc.     14,461       562,388  
Total Diversified Telecommunication Services             1,307,173  
Electrical Equipment - 3.5%                
Array Technologies, Inc. (a)     64,048       1,401,370  
Blink Charging Co. (a)(b)     27,280       235,972  
ChargePoint Holdings, Inc. (a)(b)     36,308       380,145  
Eos Energy Enterprises, Inc. (a)(b)     172,688       443,808  
FuelCell Energy, Inc. (a)(b)     125,318       357,156  
Plug Power, Inc. (a)(b)     25,229       295,684  
Rockwell Automation, Inc. (b)     2,602       763,557  
Shoals Technologies Group, Inc. - Class A (a)     42,361       965,407  
Stem, Inc. (a)(b)     65,561       371,731  
SunPower Corp. (a)(b)     33,604       465,080  
Sunrun, Inc. (a)(b)     23,767       478,905  
Total Electrical Equipment             6,158,815  
Electronic Equipment, Instruments & Components - 3.9%                
Badger Meter, Inc. (b)     7,273       885,997  
CDW Corp.     4,059       791,059  
IPG Photonics Corp. (a)     6,576       810,887  
Itron, Inc. (a)(b)     13,701       759,720  
Keysight Technologies, Inc. (a)     4,569       737,802  
Littelfuse, Inc. (b)     2,908       779,606  
National Instruments Corp.     18,069       946,996  
Trimble, Inc. (a)     10,005       524,462  
Zebra Technologies Corp. - Class A (a)(b)     1,745       554,910  
Total Electronic Equipment, Instruments & Components             6,791,439  

 

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

10 

 

Etho Climate Leadership U.S. ETF

 

Schedule of Investments

March 31, 2023 (Unaudited) (Continued)

 

 

 

    Shares     Value  
Entertainment - 1.4%            
Liberty Media Corp-Liberty Formula One - Class C (a)     10,335     $ 773,368  
Live Nation Entertainment, Inc. (a)(b)     6,135       429,450  
Netflix, Inc. (a)     1,925       665,049  
Walt Disney Co. (a)     5,262       526,884  
Total Entertainment             2,394,751  
Financial Services - 3.6%                
Cannae Holdings, Inc. (a)     30,176       608,952  
Fidelity National Information Services, Inc.     7,272       395,088  
Fiserv, Inc. (a)     7,118       804,547  
Global Payments, Inc.     5,299       557,667  
Jack Henry & Associates, Inc.     3,681       554,800  
MasterCard, Inc. - Class A     2,024       735,542  
PayPal Holdings, Inc. (a)     6,241       473,942  
TFS Financial Corp. (b)     45,332       572,543  
Visa, Inc. - Class A (b)     3,267       736,577  
Voya Financial, Inc. (b)     10,950       782,487  
Total Financial Services             6,222,145  
Food Products - 1.4%                
Beyond Meat, Inc. (a)(b)     14,942       242,509  
Hain Celestial Group, Inc. (a)(b)     20,983       359,858  
Lamb Weston Holdings, Inc.     12,130       1,267,828  
McCormick & Co., Inc.     7,280       605,769  
Total Food Products             2,475,964  
Ground Transportation - 1.7%                
JB Hunt Transport Services, Inc. (b)     3,611       633,586  
Landstar System, Inc. (b)     4,803       860,986  
Old Dominion Freight Line, Inc.     2,422       825,514  
U-Haul Holding Co. - Class A (b)     1,211       72,236  
U-Haul Holding Co. - Class B (b)     10,901       565,217  
Total Ground Transportation             2,957,539  
Health Care Equipment & Supplies - 2.4%                
Align Technology, Inc. (a)     1,654       552,668  
Cooper Cos.     1,727       644,793  
DexCom, Inc. (a)     5,643       655,604  
Edwards Lifesciences Corp. (a)     6,131       507,218  
IDEXX Laboratories, Inc. (a)     1,318       659,104  
ResMed, Inc.     2,988       654,342  
Teleflex, Inc. (b)     2,039       516,499  
Total Health Care Equipment & Supplies             4,190,228  
Health Care Providers & Services - 1.8%                
AMN Healthcare Services, Inc. (a)     6,918       573,917  
Henry Schein, Inc. (a)     8,278       674,988  
Molina Healthcare, Inc. (a)     2,163       578,581  
Patterson Cos, Inc.     22,706       607,840  
Quest Diagnostics, Inc.     5,312       751,542  
Total Health Care Providers & Services             3,186,868  
Health Care Technology - 0.1%                
Teladoc Health, Inc. (a)     10,007       259,181  

 

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

11 

 

Etho Climate Leadership U.S. ETF

 

Schedule of Investments

March 31, 2023 (Unaudited) (Continued)

 

 

 

    Shares     Value  
Hotels, Restaurants & Leisure - 1.9%            
Booking Holdings, Inc. (a)     306     $ 811,637  
Chipotle Mexican Grill, Inc. (a)     455       777,272  
Expedia Group, Inc. (a)     3,689       357,944  
Hilton Worldwide Holdings, Inc.     4,768       671,668  
Marriott International, Inc. - Class A     4,124       684,749  
Total Hotels, Restaurants & Leisure             3,303,270  
Household Durables - 2.1%                
DR Horton, Inc. (b)     9,749       952,380  
NVR, Inc. (a)     161       897,123  
Tempur Sealy International, Inc. (b)     26,047       1,028,595  
TopBuild Corp. (a)     3,979       828,189  
Total Household Durables             3,706,287  
Household Products - 0.4%                
Church & Dwight Co., Inc.     7,310       646,277  
Independent Power and Renewable Electricity Producers - 1.1%                
Clearway Energy, Inc. - Class A     22,157       665,375  
Ormat Technologies, Inc. (b)     8,847       749,960  
Sunnova Energy International, Inc. (a)(b)     31,302       488,937  
Total Independent Power and Renewable Electricity Producers             1,904,272  
Industrial Rates - 0.3%                
Prologis, Inc.     4,532       565,458  
Insurance - 2.6%                
Cincinnati Financial Corp. (b)     5,380       602,990  
Citizens, Inc. (a)(b)     170,243       631,602  
Globe Life, Inc. (b)     7,195       791,594  
Hartford Financial Services Group, Inc.     10,170       708,747  
MBIA, Inc. (a)     46,903       434,322  
MetLife, Inc. (b)     10,430       604,314  
W R Berkley Corp.     10,932       680,626  
Total Insurance             4,454,195  
Interactive Media & Services - 0.5%                
Alphabet, Inc. - Class A (a)     5,190       538,359  
IAC, Inc. (a)     7,197       371,365  
Total Interactive Media & Services             909,724  
IT Services - 1.1%                
Akamai Technologies, Inc. (a)     6,046       473,402  
Gartner, Inc. (a)     2,426       790,317  
VeriSign, Inc. (a)     3,244       685,555  
Total IT Services             1,949,274  
Leisure Products - 0.3%                
Hasbro, Inc.     8,981       482,190  
Life Sciences Tools & Services - 2.8%                
Bio-Rad Laboratories, Inc. - Class A (a)     1,281       613,625  
Bio-Techne Corp.     6,679       495,515  
Danaher Corporation (b)     2,463       620,775  
Illumina, Inc. (a)     2,064       479,983  

 

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

12 

 

Etho Climate Leadership U.S. ETF

 

Schedule of Investments

March 31, 2023 (Unaudited) (Continued)

 

 

 

    Shares     Value  
IQVIA Holdings, Inc. (a)     3,121     $ 620,736  
Mettler-Toledo International, Inc. (a)(b)     524       801,829  
Waters Corp. (a)     2,324       719,580  
West Pharmaceutical Services, Inc.     1,759       609,441  
Total Life Sciences Tools & Services             4,961,484  
Machinery - 3.5%                
3D Systems Corp. (a)(b)     43,274       463,897  
Deere & Co.     1,746       720,888  
Fortive Corp. (b)     11,874       809,451  
Hyliion Holdings Corp. (a)(b)     162,941       322,623  
Hyzon Motors, Inc. (a)(b)     112,964       92,077  
Illinois Tool Works, Inc. (b)     3,478       846,719  
Lightning eMotors, Inc. (a)(b)     126,638       36,282  
Microvast Holdings, Inc. (a)     107,737       133,594  
Proterra, Inc. (a)(b)     95,988       145,902  
Watts Water Technologies, Inc. - Class A     5,193       874,086  
Westinghouse Air Brake Technologies Corp.     7,531       761,083  
Xylem, Inc. (b)     8,523       892,357  
Total Machinery             6,098,959  
Media - 1.7%                
Interpublic Group of Cos, Inc. (b)     20,762       773,178  
John Wiley & Sons, Inc. - Class A (b)     13,829       536,150  
Liberty Broadband Corp. - Class C (a)     5,333       435,706  
New York Times Co. - Class A (b)     15,813       614,809  
TEGNA, Inc.     32,533       550,133  
Total Media             2,909,976  
Oil, Gas & Consumable Fuels - 0.2%                
Enviva, Inc. (b)     9,388       271,125  
Personal Products - 0.4%                
Estee Lauder Cos., Inc. - Class A     2,664       656,569  
Pharmaceuticals - 1.6%                
Bristol-Myers Squibb Co.     9,985       692,060  
Merck & Co, Inc.     8,937       950,808  
Pfizer, Inc.     14,182       578,626  
Zoetis, Inc. (b)     3,842       639,462  
Total Pharmaceuticals             2,860,956  
Professional Services - 1.9%                
Broadridge Financial Solutions, Inc.     4,680       685,948  
Insperity, Inc.     7,260       882,453  
Paychex, Inc.     5,362       614,432  
Robert Half International, Inc.     6,392       515,003  
Verisk Analytics, Inc. (b)     3,375       647,527  
Total Professional Services             3,345,363  
Real Estate Investment Trusts (REITs) - 2.8%                
AvalonBay Communities, Inc. (b)     2,939       493,928  
Camden Property Trust     4,407       462,030  
Four Corners Property Trust, Inc. (b)     27,178       730,001  
Gladstone Land Corp.     20,072       334,199  

 

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

13 

 

Etho Climate Leadership U.S. ETF

 

Schedule of Investments

March 31, 2023 (Unaudited) (Continued)

 

 

 

    Shares     Value  
Hannon Armstrong Sustainable Infrastructure Capital, Inc. (b)     15,529     $ 444,129  
Kimco Realty Corp.     29,831       582,599  
Public Storage, Inc.     1,925       581,620  
Regency Centers Corp.     10,318       631,256  
SBA Communications Corp.     2,107       550,074  
UDR, Inc. (b)     12,741       523,145  
Total Real Estate Investment Trusts (REITs)             5,332,981  
Semiconductors & Semiconductor Equipment - 8.5%                
Advanced Micro Devices, Inc. (a)     6,601       646,964  
Analog Devices, Inc.     4,411       869,937  
Applied Materials, Inc.     5,505       676,179  
Broadcom, Inc.     1,164       746,753  
Enphase Energy, Inc. (a)(b)     3,577       752,172  
First Solar, Inc. (a)     8,619       1,874,634  
Intel Corp.     14,887       486,358  
KLA Corp.     1,985       792,352  
Lam Research Corp. (b)     1,353       717,252  
Micron Technology, Inc. (b)     9,292       560,679  
NVIDIA Corp.     2,646       734,979  
ON Semiconductor Corp. (a)     11,529       949,067  
Power Integrations, Inc. (b)     7,825       662,308  
Qorvo, Inc. (a)     5,815       590,630  
Qualcomm, Inc.     4,780       609,832  
Rambus, Inc. (a)(b)     22,634       1,160,219  
Teradyne, Inc. (b)     6,120       657,961  
Texas Instruments, Inc. (b)     3,992       742,552  
Universal Display Corp. (b)     4,347       674,350  
Total Semiconductors & Semiconductor Equipment             14,905,178  
Software - 5.6%                
Adobe Systems, Inc. (a)     1,583       610,041  
Ansys, Inc. (a)     2,271       755,789  
Autodesk, Inc. (a)     3,367       700,875  
Cadence Design System, Inc. (a)     4,388       921,875  
Dolby Laboratories, Inc. - Class A     9,294       793,893  
Fortinet, Inc. (a)     10,560       701,818  
Intuit, Inc.     1,504       670,528  
Microsoft Corp.     2,353       678,370  
NCR Corp. (a)     17,961       423,700  
Paycom Software, Inc. (a)     2,084       633,557  
Salesforce, Inc. (a)     3,398       678,852  
ServiceNow, Inc. (a)     1,296       602,277  
Tyler Technologies, Inc. (a)     1,622       575,226  
Workday, Inc. - Class A (a)     3,012       622,098  
Zoom Video Communications, Inc. - Class A (a)     6,156       454,559  
Total Software             9,823,458  
Specialty Retail - 6.1%                
Advance Auto Parts, Inc.     3,545       431,107  
American Eagle Outfitters, Inc. (b)     43,437       583,793  

 

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

14 

 

Etho Climate Leadership U.S. ETF

 

Schedule of Investments

March 31, 2023 (Unaudited) (Continued)

 

 

 

    Shares     Value  
America’s Car-Mart, Inc. (a)(b)     8,959     $ 709,642  
AutoNation, Inc. (a)(b)     7,248       973,841  
Best Buy Co, Inc. (b)     8,138       636,961  
EVgo, Inc. (a)(b)     56,129       437,245  
Foot Locker, Inc. (b)     25,067       994,910  
Group 1 Automotive, Inc. (b)     4,319       977,908  
Lowe’s Cos., Inc.     3,606       721,092  
Penske Automotive Group, Inc. (b)     7,779       1,103,141  
Ross Stores, Inc.     8,033       852,542  
TJX Cos., Inc.     12,032       942,828  
Tractor Supply Co. (b)     3,122       733,795  
Williams-Sonoma, Inc. (b)     5,040       613,166  
Total Specialty Retail             10,711,971  
Technology Hardware, Storage & Peripherals - 1.4%                
Apple, Inc.     4,145       683,511  
Hewlett Packard Enterprise Co.     43,917       699,598  
NetApp, Inc.     8,791       561,305  
Western Digital Corporation (a)     14,539       547,684  
Total Technology Hardware, Storage & Peripherals             2,492,098  
Textiles, Apparel & Luxury Goods - 1.9%                
Fossil Group, Inc. (a)     74,878       239,610  
Hanesbrands, Inc. (b)     50,197       264,036  
PVH Corp.     9,433       841,046  
Ralph Lauren Corp. (b)     6,438       751,121  
Tapestry, Inc. (b)     19,761       851,898  
VF Corp.     13,051       298,998  
Total Textiles, Apparel & Luxury Goods             3,246,709  
Trading Companies & Distributors - 2.6%                
Fastenal Co.     12,309       663,947  
Herc Holdings, Inc. (b)     4,363       496,946  
MSC Industrial Direct Co., Inc. - Class A     8,639       725,676  
United Rentals, Inc.     2,031       803,789  
W.W. Grainger, Inc. (b)     1,409       970,533  
WESCO International, Inc.     5,545       856,924  
Total Trading Companies & Distributors             4,517,815  
Water Utilities - 1.5%                
American States Water Co.     8,186       727,654  
American Water Works Co., Inc.     4,400       644,556  
California Water Service Group     12,290       715,278  
Middlesex Water Co.     6,911       539,887  
Total Water Utilities             2,627,375  
Wireless Telecommunication Services - 0.5%                
T-Mobile US, Inc. (a)     5,622       814,290  
Total United States             171,288,890  
TOTAL COMMON STOCKS (Cost $177,821,102)             173,473,582  

 

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

15 

 

Etho Climate Leadership U.S. ETF

 

Schedule of Investments

March 31, 2023 (Unaudited) (Continued)

 

 

 

    Shares     Value  
INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL - 32.0%            
Mount Vernon Liquid Assets Portfolio, LLC, 4.93% (c)     55,826,906     $ 55,826,906  
TOTAL INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL (Cost $55,826,906)                
                 
SHORT -TERM INVESTMENTS - 0.6%                
Money Market Funds - 0.6%                
First American Government Obligations Fund - Class X, 4.64% (c)     1,034,234       1,034,234  
TOTAL SHORT-TERM INVESTMENTS  (Cost $1,034,234)             1,034,234  
                 
Total Investments (Cost $234,682,242) - 131.9%             230,334,722  
Liabilities in Excess of Other Assets - (31.9)%             (55,708,165 )
TOTAL NET ASSETS - 100.0%           $ 174,626,557  

 

Percentages are stated as a percent of net assets.

 

PLC Public Limited Company

(a) Non-income producing security.

(b) This security or a portion of this security was out on loan at March 31, 2023.

(c) The rate shown is the annualized seven-day yield at period end.

 

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.

 

16 

 

 

Etho Climate Leadership U.S. ETF

 

STATEMENT OF ASSETS AND LIABILITIES 

As of March 31, 2023 (Unaudited)

 

 

   

Etho Climate 

Leadership 

U.S. ETF 

 
ASSETS      
Investments in securities, at value*   $ 230,334,722  
Receivables:        
Dividends and interest receivable     138,357  
Securities lending income receivable     45,555  
Total Assets     230,518,634  
         
LIABILITIES        
Collateral received for securities loaned (Note 7)     55,826,906  
Payables:        
Management fees payable     65,171  
Total Liabilities     55,892,077  
Net Assets   $ 174,626,557  
         
NET ASSETS CONSIST OF:        
Paid-in capital   $ 190,761,873  
Total Distributable Earnings (Accumulated Losses)     (16,135,316 )
Net Assets   $ 174,626,557  
         
*Identified Cost:        
Investments in securities   $ 234,682,242  
         
Shares Outstanding^     3,350,000  
Net Asset Value, Offering and Redemption Price per Share   $ 52.13  

 

^ No par value, unlimited number of shares authorized

 

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

 

17

 

 

Etho Climate Leadership U.S. ETF

 

STATEMENT OF OPERATIONS 

For the Period Ended March 31, 2023 (Unaudited)

 

 

   

Etho Climate 

Leadership 

U.S. ETF

 
INVESTMENT INCOME      
Income:      
Dividends from unaffiliated securities (net of foreign withholding tax of $512)   $ 1,173,513  
Interest     18,261  
Securities lending income     207,901  
Total Investment Income     1,399,675  
         
Expenses:        
Management fees     374,151  
Total Expenses     374,151  
Net Investment Income     1,025,524  
         
REALIZED & UNREALIZED GAIN (LOSS) ON INVESTMENTS        
Net Realized Gain (Loss) on:        
Unaffiliated investments     (2,089,609 )
In-Kind redemptions     344,438  
Net Realized Loss on Investments and In-Kind Redemptions     (1,745,171 )
Net Change in Unrealized Appreciation/Depreciation of:        
Unaffiliated investments     21,006,968  
Net Change in Unrealized Appreciation/Depreciation of Investments     21,006,968  
Net Realized and Unrealized Gain on Investments     19,261,797  
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS   $ 20,287,321  

 

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

 

18

 

 

Etho Climate Leadership U.S. ETF

 

STATEMENTS OF CHANGES IN NET ASSETS

 

 

 

OPERATIONS  

Period 

Ended 

March 31, 

2023 

(Unaudited) 

   

Year Ended 

September 30, 

2022

 
Net investment income   $ 1,025,524     $ 1,623,659  
Net realized gain (loss) on investments and In-Kind Redemptions     (1,745,171 )     9,048,708  
Net change in unrealized appreciation/depreciation of investments     21,006,968       (52,481,644 )
Net increase (decrease) in net assets resulting from operations     20,287,321       (41,809,277 )
                 
DISTRIBUTIONS TO SHAREHOLDERS                
Total Distributions to Shareholders     (1,007,978 )     (1,482,849 )
                 
CAPITAL SHARE TRANSACTIONS                
Net increase in net assets derived from net change in outstanding shares     7,677,050       12,892,115  
Net increase (decrease) in net assets     26,956,393       (30,400,011 )
                 
NET ASSETS                
Beginning of Period/Year     147,670,164       178,070,175  
End of Period/Year   $ 174,626,557     $ 147,670,164  

 

Summary of share transactions is as follows:

 

     

Period Ended 

March 31, 2023 (Unaudited) 

   

Year Ended 

September 30, 2022 

 
      Shares     Amount     Shares     Amount  
Shares Sold     200,000     $ 10,021,220     1,000,000     $ 57,868,130  
Shares Redeemed     (50,000 )     (2,344,170 )   (800,000 )     (44,976,015 )
Net Transactions in Fund Shares     150,000     $ 7,677,050     200,000     $ 12,892,115  
                               
Beginning Shares     3,200,000             3,000,000          
Ending Shares     3,350,000             3,200,000          

 

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

 

19

 

 

Etho Climate Leadership U.S. ETF

 

FINANCIAL HIGHLIGHTS 

For a capital share outstanding throughout the period/year

 

 

    Period                                
    Ended                                
    March 31,     Year Ended     Year Ended     Year Ended     Year Ended     Year Ended  
    2023     September 30,     September 30,   September 30,     September 30,     September 30,  
    (Unaudited)     2022     2021     2020     2019     2018  
Net Asset Value, Beginning of Period/Year   $ 46.15     $ 59.36     $ 44.18     $ 39.58     $ 37.50     $ 32.01  
Income from Investment Operations:                                                
Net Investment Income1     0.31       0.52       0.47       0.41       0.33       0.29  
Net realized and unrealized gain                                                
(loss) on investments     5.98       (13.26 )     15.17       4.54       2.08       5.51  
Total from investment operations     6.29       (12.74 )     15.64       4.95       2.41       5.80  
Less Distributions:                                                
Distributions from net investment income     (0.31 )     (0.47 )     (0.46 )     (0.35 )     (0.33 )     (0.29 )
Net realized gains                                   (0.02 )
Total distributions     (0.31 )     (0.47 )     (0.46 )     (0.35 )     (0.33 )     (0.31 )
Net assets value, end of period/year   $ 52.13     $ 46.15     $ 59.36     $ 44.18     $ 39.58     $ 37.50  
Total Return     13.67 %2     (21.58 )%     35.48 %     12.59 %     6.53 %     18.16 %
                                                 
Ratios/Supplemental Data:                                                
Net assets at end of period/year (000’s)   $ 174,627     $ 147,670     $ 178,070     $ 90,561     $ 53,431     $ 35,627  
Expenses to Average Net Assets     0.45 %3     0.45 %     0.45 %     0.45 %     0.45 %     0.45 %
Net Investment Income to Average                                                
Net Assets     1.23 %3     0.92 %     0.83 %     1.00 %     0.88 %     0.82 %
Portfolio Turnover Rate     1 %2     30 %     45 %     37 %     41 %     19 %

 

1 Calculated based on average shares outstanding during the period/year.
2 Not annualized.
3 Annualized.

 

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

 

20

 

 

Etho Climate Leadership U.S. ETF

 

NOTES TO FINANCIAL STATEMENTS 

March 31, 2023 (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 – U.S. (“the Index”). The Fund commenced operations on November 18, 2015.

 

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

 

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

 

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

 

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

 

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

 

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

 

The Fund may invest in certain other investment companies (underlying funds). For 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.

 

21

 

 

Etho Climate Leadership U.S. ETF

 

NOTES TO FINANCIAL STATEMENTS 

March 31, 2023 (Unaudited) (Continued)

 

 

Securities for which quotations are not readily available are valued at their respective fair values as determined in good faith by ETF Managers Group, LLC (the “Adviser”), using procedures adopted 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, 2023, the Fund did not hold any securities fair valued by the Adviser.

 

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

 

  Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access.
     
  Level 2 Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.
     
  Level 3 Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available; representing the Fund’s own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

 

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

 

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

  

22

 

 

Etho Climate Leadership U.S. ETF

 

NOTES TO FINANCIAL STATEMENTS 

March 31, 2023 (Unaudited) (Continued)

 

 

 

The following table presents a summary of the inputs used to value the Fund’s net assets as of March 31, 2023:

 

Etho Climate Leadership U.S. ETF

Assets^   Level 1     Level 2     Level 3     Total  
Common Stocks   $ 173,473,582     $     $     $ 173,473,582  
Short-Term Investments     1,034,234                   1,034,234  
Investments  Purchased  with  Securities  Lending Collateral*                       55,826,906  
Total Investments in Securities   $ 174,507,816     $     $     $ 230,334,722  

 

^ 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 2022 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, 2023, management has reviewed the tax positions for open periods (for federal purposes, three years from the date of filing and for state purposes, generally a range of three to four years from the date of filing) as applicable to the Fund, and has determined that no provision for income tax is required in the Fund’s financial statements.

 

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

 

23

 

 

Etho Climate Leadership U.S. ETF

 

NOTES TO FINANCIAL STATEMENTS 

March 31, 2023 (Unaudited) (Continued)

 

 

 

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

 

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

 

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

 

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

 

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

 

NOTE 3 – RISK FACTORS

 

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

 

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

 

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

 

24

 

 

Etho Climate Leadership U.S. ETF

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2023 (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.

 

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

 

On February 24, 2022, Russia commenced a military attack on Ukraine. The outbreak of hostilities between the two countries could result in more widespread conflict and could have a severe adverse effect on the region and the markets. In addition, sanctions imposed on Russia by the United States and other countries, and any sanctions imposed in the future could have a significant adverse impact on the Russian economy and related markets. The price and liquidity of investments may fluctuate widely as a result of the conflict and related events. How long such conflict and related events will last and whether it will escalate further cannot be predicted, nor its effect on the Fund.

 

A complete description of the principal risks is included in the Fund’s prospectus under the heading “Principal Investment Risks.”

 

25

 

 

Etho Climate Leadership U.S. ETF

 

NOTES TO FINANCIAL STATEMENTS 

March 31, 2023 (Unaudited) (Continued)

 

 

 

NOTE 4 – MANAGEMENT AND CONTRACTS

 

The Adviser 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 Adviser, the Adviser 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 Adviser 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 Adviser 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 Adviser 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 Adviser at an annual rate of 0.45% of the Fund’s average daily net assets. Under the Investment Advisory Agreement, the Adviser has agreed to pay all expenses of the Fund, except for: the fee paid to the Adviser pursuant to the Investment Advisory Agreement, interest charges on any borrowings, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, extraordinary expenses, and distribution (12b-1) fees and expenses (collectively, “Excluded Expenses”). The Adviser has entered into an agreement with its affiliate, ETFMG Financial, LLC, to serve as distributor to the Fund (the “Distributor”). The Distributor provides marketing support for the Fund, including distributing marketing materials related to the Fund.

 

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

 

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

 

The Adviser pays each independent Trustee a quarterly fee for service to the Fund. Each Trustee is also reimbursed by the Adviser 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, 2023, the Fund did not incur any 12b-1 expenses.

 

26

 

 

Etho Climate Leadership U.S. ETF

 

NOTES TO FINANCIAL STATEMENTS 

March 31, 2023 (Unaudited) (Continued)

 

 

NOTE 6 - PURCHASES AND SALES OF SECURITIES

 

The costs of purchases and sales of securities, excluding short-term securities and in-kind transactions, for the period ended March 31, 2023:

 

    Purchases     Sales  
Etho Climate Leadership U.S. ETF   $ 2,370,056     $ 2,076,107  

 

The costs of purchases and sales of in-kind transactions associated with creations and redemptions for the period ended March 31, 2023:

 

    Purchases In-     Sales In-  
  Kind     Kind  
Etho Climate Leadership U.S. ETF   $ 9,872,088     $ 2,313,568  

 

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, 2023.

 

NOTE 7 — SECURITIES LENDING

 

The Fund may lend up to 33 1⁄3% of the value of the securities in its portfolio to brokers, dealers and financial institutions (but not individuals) under terms of participation in a securities lending program administered by U.S. Bank N.A. (“the Custodian”). The securities lending agreement requires that loans are collateralized at all times in an amount equal to at least 102% of the value of any loaned securities at the time of the loan, plus accrued interest. The Fund receives compensation in the form of fees and earn interest on the cash collateral. The amount of fees depends on a number of factors including the type of security and length of the loan. The Fund continues to receive interest payments or dividends on the securities loaned during the borrowing period. Gain or loss in the fair value of securities loaned that may occur during the term of the loan will be for the account of the Fund. The Fund has the right under the terms of the securities lending agreement to recall the securities from the borrower on demand. The cash collateral is invested by the Custodian in accordance with approved investment guidelines. Those guidelines require the cash collateral to be invested in readily marketable, high quality, short-term obligations either directly on behalf of the Fund or through one or more joint accounts, money market funds, or short-term bond funds, including those advised by or affiliated with the Adviser; 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. Other investment companies, in which the Fund may invest cash collateral, can be expected to incur fees and expenses for operations, such as investment advisory and administration fees, which would be in addition to those incurred by the Fund, and which may be received in full or in part by the Adviser. Pursuant to guidance issued by the SEC staff, fees and expenses of money market funds used for cash collateral received in connection with loans of securities are not treated as Acquired Fund Fees and Expenses, which reflect a fund’s pro rata share of the fees and expenses incurred by other investment companies in which the Fund invests (as disclosed in the Prospectus, as applicable). The Fund could also experience delays in recovering its securities and possible loss of income or value if the borrower fails to return the borrowed securities, although the Fund is indemnified from this risk by contract with the securities lending agent.

 

27

 

 

Etho Climate Leadership U.S. ETF

 

NOTES TO FINANCIAL STATEMENTS 

March 31, 2023 (Unaudited) (Continued)

 

 

As of March 31, 2023, 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   $ 55,551,303     $ 55,826,906  

 

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

 

NOTE 8 – FEDERAL INCOME TAXES

 

The components of distributable earnings (losses) and cost basis of investments for federal income tax purposes at September 30, 2022, were as follows:

 

    Cost    

Gross 

Unrealized 

Appreciation 

   

Gross 

Unrealized 

Depreciation 

   

Net 

Unrealized 

Appreciation 

(Depreciation) 

 
Etho Climate Leadership U.S. ETF   $ 205,512,383     $ 11,876,629     $ (39,447,070 )   $ (27,570,441 )

 

   

Undistributed 

Ordinary 

Income

   

Undistributed 

Long-Term 

Gain

   

Total 

Distributable 

Earnings 

   

Other 

Accumulated 

(Loss) 

   

Total 

Accumulated 

Gain 

 
Etho Climate Leadership U.S. ETF   $ 172,725     $     $ 172,725     $ (8,016,943 )   $ (35,414,659 )

 

As of September 30, 2022, the Fund had accumulated capital loss carryovers of:

 

    Capital     Capital        
    Loss     Loss        
    Carryover     Carryover        
    ST     LT     Expires  
Etho Climate Leadership U.S. ETF   $ (8,013,002 )   $       Indefinite  

 

Under current tax law, capital and currency losses realized after October 31 of a fund’s fiscal year may be deferred and treated as occurring on the first business day of the following fiscal year for tax purposes. The Fund had deferred post-October capital and currency losses, which will be treated as arising on the first business day of the year ended September 30, 2022.

 

   

Later Year 

Ordinary Loss

  Post-October Loss
Etho Climate Leadership U.S. ETF   None   None
         

28

 

 

Etho Climate Leadership U.S. ETF

 

NOTES TO FINANCIAL STATEMENTS 

March 31, 2023 (Unaudited) (Continued)

 

 

 

The tax character of distributions paid by the Fund during the period ended March 31, 2023 and fiscal year ended September 30, 2022 are as follows:

 

   

Period Ended
March 31, 2023

   

Year Ended

September 30, 2022

 
   

From

Ordinary

Income 

   

From 

Capital 

Gains 

   

From 

Ordinary 

Income 

   

From 

Capital 

Gains 

 
Etho Climate Leadership U.S. ETF   $ 1,007,978     $     $ 1,482,849     $  

 

NOTE 9 – LEGAL MATTERS

 

The Trust, the Adviser, and certain officers and affiliated persons of the Adviser (together with the Adviser, the “Adviser Defendants”) were named as defendants in an action filed December 21, 2021, in the Superior Court of New Jersey, Union County, captioned PureShares, LLC, d/b/a PureFunds et al. v. ETF Managers Group, LLC et al., Docket No. UNN-C-152-21 (the “NJ Action”). The NJ Action asserted breach of contract and other tort claims and sought damages in unspecified amounts and injunctive relief. On May 25, 2022, the court in the NJ Action dismissed with prejudice all claims asserted against the Trust, as well as all contract claims and all except one tort claim asserted against the Adviser Defendants.

 

As of March 31, 2023, there were no adjustments made to the accompanying financial statements based on the above legal matters.

 

NOTE 10 – SUBSEQUENT EVENTS

 

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

 

29

 

Etho Climate Leadership U.S. ETF

 

APPROVAL OF ADVISORY AGREEMENT AND BOARD CONSIDERATIONS 

For the Period Ended March 31, 2023 (Unaudited)

 

 

 

Pursuant to Section 15(c) of the Investment Company Act of 1940 (the “1940 Act”), at a meeting held on March 23, 2023, and continued on March 29, 2023, 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 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 23 and 29, 2023, 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, risk assessment and 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 an executive session held prior to the meeting and also conferred in executive sessions both with and without representatives of management before and during the 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, including with respect to liquidity; 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 and risk assessment infrastructure. The Board also considered the Adviser’s experience managing exchange-traded funds (“ETFs”), as well as the Adviser’s response to recent market volatility and uncertainty. The Board then considered the Adviser’s financial resources and information regarding the Adviser’s ability to support its management of the Fund and obligations under the unified fee arrangement, noting that the Adviser had provided its financial statements and other information about its financial commitments for the Board’s review.

 

30

 

 

Etho Climate Leadership U.S. ETF

 

APPROVAL OF ADVISORY AGREEMENT AND BOARD CONSIDERATIONS 

For the Period Ended March 31, 2023 (Unaudited) (Continued)

 

 

 

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

 

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

 

Historical Performance 

The Board then considered the performance of the Fund over various time periods ended December 31, 2022, including the one-year, three-year, five-year and since inception periods. The Board also considered the Fund’s performance as compared to that of comparable ETFs, as determined by the Adviser (“peer group”) using data received from an independent third party. The Board additionally reviewed the performance of the Fund as compared to its 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 in tracking its underlying index was within the range of expectations, 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 the Adviser using data received from an independent third party. Among other information, the Board noted that the advisory fee of the Fund is slightly higher than the average expense ratio of its peer group and higher than the median expense ratio of its peer group. 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 funds in the peer group and, therefore, the information provided about the comparable ETFs may not provide meaningful direct comparisons to the 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 (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.

 

31

 

 

Etho Climate Leadership U.S. ETF

 

APPROVAL OF ADVISORY AGREEMENT AND BOARD CONSIDERATIONS 

For the Period Ended March 31, 2023 (Unaudited) (Continued)

 

 

 

The Board also evaluated the compensation and other benefits received by the Adviser from its relationship with the Fund, taking into account profitability information provided by the Adviser. The Board received and reviewed profitability information with respect to the Fund and considered how profit margins could affect the Adviser’s long-term viability and ability to attract and retain high-quality personnel. The Board also considered the impact on the Adviser’s profitability of payments received from partners involved with the Fund. Based on the information provided to the Trustees, the Trustees concluded that the net revenue retained 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.

 

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 concluded that no changes to the advisory fee structure of the Fund were necessary.

 

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.

 

32

 

 

Etho Climate Leadership U.S. ETF

 

Expense Example 

Period Ended March 31, 2023 (Unaudited)

 

 

 

As a shareholder of Etho Climate Leadership U.S. ETF (the “Fund”) you incur two types of costs: (1) transaction costs, including brokerage commissions on purchases and sales of Fund shares, and (2) ongoing costs, including management fees and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (October 1, 2022 to March 31, 2023).

 

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, 

2022 

   

Ending 

Account 

Value 

March 31, 

2023 

   

Expenses 

Paid During 

the Period^ 

   

Annualized 

Expense 

Ratio 

During the 

Period 

October 1, 

2022 to 

March 31, 

2023 

 
Etho Climate Leadership U.S. ETF                                
Actual   $ 1,000.00     $ 1,136.70     $ 2.40       0.45 %
Hypothetical (5% annual)     1,000.00       1,022.69       2.27       0.45 %

 

^ The dollar amounts shown as expenses paid during the period are equal to the annualized six-month expense ratio multiplied by the average account value during the period, multiplied by 182/365 (to reflect the one-half year period).

 

33

 

 

Etho Climate Leadership U.S. ETF

 

STATEMENT REGARDING LIQUIDITY RISK MANAGEMENT PROGRAM 

March 31, 2023 (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 23, 2023, the Program Administrator 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 period from March 1, 2022 through March 1, 2023 (the “Reporting Period”). No significant liquidity events impacting the Fund were noted in the report and it was represented that, as of December 31, 2022, 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.

 

34

 

 

Etho Climate Leadership U.S. ETF

 

SUPPLEMENTARY INFORMATION 

March 31, 2023 (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.etfmgfunds.com.

 

NOTE 2 – FEDERAL TAX INFORMATION

 

Qualified Dividend Income/Dividends Received Deduction

 

For the fiscal year ended September 30, 2022, 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 Qualified Dividend Income
   
Etho Climate Leadership U.S. ETF 100%

 

For corporate shareholders, the percent of ordinary income distributions qualifying for the corporate dividends received deduction for the fiscal year ended September 30, 2022 was as follows:

 

Fund Name Dividends Received Deduction
   
Etho Climate Leadership U.S. ETF 100%

 

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 were as follows:

 

Fund Name Short-Term Capital Gain
   
Etho Climate Leadership U.S. ETF 0%

 

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), the Fund’s website (www.etfmgfunds.com) and is available by calling (877) 756-7873. The Fund’s portfolio holdings are posted on the Fund’s website at www.etfmgfunds.com daily.

 

35

 

 

Etho Climate Leadership U.S. ETF

 

SUPPLEMENTARY INFORMATION 

March 31, 2023 (Unaudited) (Continued)

 

 

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

 

36

 

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). 15 None

John A. Flanagan,

(1946)

Treasurer (since 2015) President, John A. Flanagan CPA, LLC (accounting services) (since 2010); Treasurer, ETF Managers Trust (since 2015); Chief Financial Officer, ETF Managers Capital, LLC (commodity pool operator) (since 2015). n/a Independent Trustee - Absolute Shares Trust (since 2014) (4 portfolios)

Kevin Hourihan

(1978)

Chief Compliance Officer (since 2016) Senior Principal Consultant, Fund Chief Compliance Officer, ACA Global, LLC (since 2022); Chief Compliance Officer, Ashmore Funds (2017-2022); Chief Compliance Officer, Ashmore Investment Management (US) Corp (2014-2022); Chief Compliance Officer, Ashmore Equities Investment Management (2015-2019). n/a n/a

Matthew J. Bromberg

(1973)

Assistant Secretary (since 2020) Chief Compliance Officer of ETF Managers Group, LLC (since 2022); General Counsel and Secretary of Exchange Traded Managers Group LLC (since 2020); ETF Managers Group LLC (since 2020); ETFMG Financial LLC (since 2020); ETF Managers Capital LLC (since 2020); Partner of Dorsey & Whitney LLP (law firm) (2019-2020); General Counsel of WBI Investments, Inc. (2016-2019); Millington Securities, Inc. (2016-2019). n/a n/a
* Mr. Masucci is an interested Trustee by virtue of his role as the Chief Executive Officer of the Adviser.

 

 

37

 

 

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 

Benjamin F. Yuro

(1990)

Assistant Treasurer (since 2022) Product Controller, ETF Managers Group, LLC (since 2021); Senior Associate – Private Equity, SS&C Technologies (2020-2021); Senior Accountant – Financial Services, WithumSmith+Brown, PC (2016-2020). n/a n/a

Terry Loebs

(1963)

Trustee (since 2014); Lead Independent Trustee (since 2020) Founder and Managing Member, Pulsenomics LLC (index product development and consulting firm) (since 2011); Managing Director, MacroMarkets, LLC (exchange-traded products firm) (2006-2011). 15 None

Eric Wiegel

(1960)

Trustee (since 2020) Managing Partner, Global Focus Capital LLC (since 2013); Senior Portfolio Manager, Little House Capital (2019-2021); Chief Investment Officer, Insight Financial Strategist LLC (2017-2018). 15 None

 

38

 

 

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 

U.S. Bank National Association

 

Custody Operations 

1555 North River Center Drive, Suite 302, Milwaukee, Wisconsin 53212

 

Transfer Agent 

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

615 East Michigan Street, Milwaukee, Wisconsin 53202

 

Securities Lending Agent 

U.S. Bank, National Association 

Securities Lending 

800 Nicolet Mall 

Minneapolis, MN 55402-7020

 

Independent Registered Public Accounting Firm 

WithumSmith + Brown, PC 

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

 

Legal Counsel 

Sullivan & Worcester LLP 

1666 K Street NW, Washington, DC 20006

 

 

 

 

 

 

Semi-Annual Report

March 31, 2023

(Unaudited)

 

Wedbush ETFMG Video Game Tech ETF

 

 

Wedbush ETFMG Global Cloud Technology ETF

 

 

 

 

 

 

The funds are series of ETF Managers Trust.

 

 

 

 

Wedbush ETFMG TM ETF

 

TABLE OF CONTENTS

March 31, 2023 (Unaudited)

 

 

  Page
Shareholder Letter 2
   
Growth of $10,000 Investment – IVES 4
   
Top 10 Holdings – IVES 5
   
Growth of $10,000 Investment - GAMR 6
   
Top 10 Holdings - GAMR 7
   
Important Disclosures and Key Risk Factors 8
   
Portfolio Allocations 10
   
Schedule of Investments 11
   
Statements of Assets and Liabilities 20
   
Statements of Operations 21
   
Statements of Changes in Net Assets 22
   
Financial Highlights 24
   
Notes to the Financial Statements 26
   
Approval of Advisory Agreements and Board Considerations 36
   
Expense Example 39
   
Statement Regarding Liquidity Risk Management Program 40
   
Supplementary Information 41
   
Information About Portfolio Holdings 42
   
Information About Proxy Voting 42
   
Trustees and Officers Table 43

 

 

 

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, 2022 to March 31, 2023.

 

Market Overview

 

The pace of inflation, as measured by the Consumer Price Index, showed signs of easing, and together with positive corporate earnings and the prospect of lower interest rates, resulted in improved stock performance in late 2022. Stocks and bonds generally rallied in January, pulling back when reports of rising prices caused concern that the U.S. Federal Reserve would raise interest rates more than expected. Investor worries escalated in February with all three major U.S. stock indexes recording a loss for the month. While more broadly the first few months of 2023 have seen U.S. economic growth and a strong jobs market, macroeconomic headwinds continued to challenge stock markets during the period. Rising interest rates, supply chain disruptions, the Russia-Ukraine War, and a slowdown in global growth weighed on investor sentiment along with fears that the Fed’s monetary tightening would push the economy into a recession.

 

These conditions have impacted the ETFs’ performance during the period, among other factors, and the value of an investment in the ETFs. We encourage you to talk with your financial advisor and visit etfmg.com for further insight into investing in today’s markets.

 

Performance Overview

 

During the 6-month period ended March 31, 2023, the S&P 500 Information Technology Sector Index, a broad measure of US listed technology companies, returned 27.59%. During the same period, the S&P Global 1200 Information Technology Sector Index, a broad measure of global technology companies, returned 29.13%. Below is a performance overview for each Fund for the same 6-month period, except as noted otherwise.

 

Wedbush ETFMG Global Cloud Technology ETF (IVES)

 

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

 

Over the period, the total return for IVES was 13.27%, while the total return for the Cloud Index was 13.89%. The best performers in IVES, on the basis of contribution to return, were Kingsoft Cloud Holdings, Open Text Corp, Sinch Ab, Okta Inc, Samsara Inc., while the worst performers were Elastic Nv, Gitlab Inc., Datadog Inc., Megaport Ltd, VNET Group Inc.

 

At the end of the reporting period, IVES saw an allocation of 95.46% to the Information Technology sector, 2.84% to Real Estate and 0.21% in the Communication Services sector. IVES was exposed predominately to the United States, with 52.59% of its portfolio holdings exposed to the U.S., 13.48% to Japan and 11.49% to China.

 

Wedbush ETFMG Video Game Tech ETF (GAMR)

 

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

 

Over the period, the total return for GAMR was 20.05%, while the total return for the Index was 20.60%. The best performers in GAMR on the basis of contribution to return were International Games System C, Corsair Gaming Inc., Capcom Co Ltd, Bilibili Inc, Cd Projekt Sa, while the worst performers were Stillfront Group Ab, Embracer Group Ab, GREE Inc, Flowing Cloud Technology Ltd, Frontier Developments Plc.

 

2 

 

 

At the end of the reporting period, GAMR saw an allocation of 76.83% to the Communication Services sector, 16.05% to Information Technology and 6.56% to Consumer Discretionary. GAMR was exposed predominately to the United States, with 33.90% of its portfolio holdings exposed to the U.S., 18.77% to Japan and 17.13% to Korea.

 

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

 

Sincerely,

 

 

Samuel Masucci III

Chairman of the Board

 

3 

 

 

Wedbush ETFMG TM ETF

 

Wedbush ETFMG Global Cloud Technology ETF

Growth of $10,000 (Unaudited)

 

 

 

Average Annual Returns
Period Ended March 31, 2023
  1 Year
Return
    5 Year
Return
    Since
Inception
(3/8/2016)
    Value of
$10,000
(3/31/2023)
 
Wedbush ETFMG Global Cloud Technology ETF (NAV)     -19.70 %     -0.80 %     4.33 %   $ 13,487  
Wedbush ETFMG Global Cloud Technology ETF                                
(Market)     -20.02 %     -0.90 %     4.32 %   $ 13,480  
S&P 500 Index     -7.73 %     11.19 %     12.96 %   $ 23,648  
Dan Ives Global Cloud Technology Prime Index*     -18.96 %     -0.48 %     4.38 %   $ 13,533  

 

* On April 7, 2020, the Fund’s investment objective and principal investment strategy were substantially revised; therefore, the performance and average annual total returns shown for periods prior to April 7, 2020 is likely to have differed had the Fund’s current investment strategy been in effect during those periods. The Fund’s prior investment objective sought to provide investment results that corresponded to the performance of the Reality Shares Drone Index. The Fund began tracking the Dan Ives Global Cloud Technology Prime Index on April 7, 2020.

 

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, if any. The Index Returns do not reflect fees or expenses and are not available for direct investment.

 

4 

 

 

Wedbush ETFMG TM ETF

 

Wedbush ETFMG Global Cloud Technology ETF

 

 

Top Ten Holdings as of March 31, 2023 (Unaudited)*

 

         
    Security                  % of Total Investments
1   ETFMG Sit Ultra Short ETF**   8.82%
2   Open Text Corp.   4.04%
3   Itochu Techno-Solutions Corp.   3.96%
4   Nice, Ltd.   3.93%
5   Elastic NV   3.56%
6   SCSK Corp.   3.38%
7   Kingsoft Cloud Holdings, Ltd. - ADR   3.23%
8   MongoDB, Inc.   2.71%
9   GDS Holdings, Ltd. - ADR   2.59%
10   Okta, Inc.   2.56%
    Top Ten Holdings 38.78% of Total Investments
    * Current Fund holdings may not be indicative of future Fund holdings.
    ** Affiliated security. Please refer to Note 9 of the Notes to Financial Statements.

 

5 

 

 

Wedbush ETFMG TM ETF

 

Wedbush ETFMG Video Game Tech ETF

 Growth of $10,000 (Unaudited)

 

 

 

Average Annual Returns
Period Ended March 31, 2023
  1 Year
Return
    5 Year
Return
    Since
Inception
(3/8/2016)
    Value of
$10,000
(3/31/2023)
 
Wedbush ETFMG Video Game Tech ETF (NAV)     -19.75 %     6.23 %     14.96 %   $ 26,772  
Wedbush ETFMG Video Game Tech ETF (Market)     -19.25 %     6.09 %     14.94 %   $ 26,738  
S&P 500 Index     -7.73 %     11.19 %     12.96 %   $ 23,648  
EEFund Video Game Tech Index     -19.45 %     6.80 %     15.31 %   $ 27,345  

 

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, if any. The Index Returns do not reflect fees or expenses and are not available for direct investment.

 

6 

 

 

Wedbush ETFMG TM ETF

 

Wedbush ETFMG Video Game Tech ETF

 

 

Top Ten Holdings as of March 31, 2023 (Unaudited)*

 

    Security     % of Total Investments
1   ETFMG Sit Ultra Short ETF**   5.99%
2   GameStop Corp. - Class A   2.46%
3   Ubisoft Entertainment SA   2.33%
4   Playtika Holding Corp.   2.25%
5   ROBLOX Corp. - Class A   2.23%
6   Capcom Co., Ltd.   2.18%
7   International Games System Co., Ltd.   2.15%
8   Activision Blizzard, Inc.   2.14%
9   Unity Software, Inc.   2.14%
10   Netmarble Corp.   2.13%
    Top Ten Holdings 26.00% of Total Investments
    * Current Fund holdings may not be indicative of future Fund holdings.
    ** Affiliated security. Please refer to Note 9 of the Notes to Financial Statements.

 

7 

 

 

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

 

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.

 

8 

 

 

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”).

 

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.

 

9 

 

 

Wedbush ETFMG TM ETF

 

PORTFOLIO ALLOCATIONS

As of March 31, 2023 (Unaudited)

 

 

 

    Wedbush
ETFMG Global  
Cloud
Technology ETF
    Wedbush
ETFMG Video
Game Tech
ETF
 
As a percent of Net Assets:            
Australia     3.3 %     %
Canada     4.9        
Cayman Islands     11.5       12.6  
France           3.4  
Germany     1.5        
Israel     5.2        
Italy           0.4  
Japan     13.5       18.8  
Netherlands     4.3        
Norway            
Poland           2.0  
Republic of Korea     0.2       17.1  
Singapore     2.8        
Sweden     2.0       4.2  
Switzerland           0.6  
Taiwan, Province of China           3.5  
United Kingdom     1.0       2.9  
United States     48.3       33.9  
Virgin Islands           0.0 *
Exchange Traded Funds     10.7       7.0  
Short-Term and other Net Assets (Liabilities)     (9.2 )     (6.4 )
      100.0 %     100.0 %

 

*Amount is less than 0.05%.

 

10 

 

 

Wedbush ETFMG TM ETF

 

Wedbush ETFMG Global Cloud Technology ETF

 

Schedule of Investments

March 31, 2023 (Unaudited)

 

 

    Shares     Value  
COMMON STOCKS - 98.5%                
Australia - 3.3%                
IT Services - 3.3% (d)                
Megaport, Ltd. (a)     32,062     $ 88,299  
NEXTDC, Ltd. (a)     93,668       654,925  
Total IT Services             743,224  
                 
Canada - 4.9%                
Software - 4.9% (d)                
Open Text Corp.     28,755       1,109,136  
                 
Cayman Islands - 11.5%                
IT Services - 11.5% (d)                
Chinasoft International, Ltd.     616,315       390,207  
Chindata Group Holdings, Ltd. - ADR (a)     74,657       521,852  
GDS Holdings, Ltd. - ADR (a)(b)     38,127       711,450  
Kingsoft Cloud Holdings, Ltd. - ADR (a)(b)     99,860       887,755  
Vnet Group, Inc. - ADR (a)     30,168       97,744  
Total IT Services             2,609,008  
                 
Germany - 1.5%                
Software - 1.5% (d)                
Software AG     15,117       330,184  
                 
Israel - 5.2%                
Software - 5.2% (d)                
JFrog, Ltd. (a)     5,613       110,576  
Nice, Ltd. (a)     4,824       1,080,137  
Total Software             1,190,713  
                 
Japan - 13.5%                
IT Services - 12.2% (d)                
Hennge KK (a)     6,646       37,090  
Itochu Techno-Solutions Corp.     44,331       1,086,781  
Japan Business Systems, Inc.     9,942       120,704  
NS Solutions Corp.     18,629       496,680  
SCSK Corp.     63,633       927,357  
TechMatrix Corp.     9,067       101,340  
Total IT Services             2,769,952  
Software - 1.3% (d)                
Cybozu, Inc.     10,726       237,180  
Fixer, Inc. (a)     3,200       56,035  
Total Software             293,215  
Total Japan             3,063,167  

 

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, 2023 (Unaudited) (Continued) 

 

 

    Shares     Value  
Netherlands - 4.3%            
Software - 4.3% (d)            
Elastic NV (a)(b)     16,880     $ 977,351  
                 
Republic of Korea - 0.2%                
Diversified Telecommunication Services - 0.2%                
KINX, Inc.     1,000       47,164  
                 
Singapore - 2.8%                
Real Estate Investment Trusts (REITs) - 2.8%                
Digital Core REIT Management Pte, Ltd. (a)     228,729       101,784  
Keppel DC REIT     350,334       542,297  
Total Real Estate Investment Trusts (REITs)             644,081  
                 
Sweden - 2.0%                
Software - 2.0% (d)                
Sinch AB (a)(f)     171,821       461,544  
                 
United Kingdom - 1.0%                
Software - 1.0% (d)                
Bytes Technology Group PLC     49,038       234,955  
                 
United States - 48.3%                
IT Services - 12.1% (d)                
Cloudflare, Inc. - Class A (a)(b)     11,075       682,885  
DigitalOcean Holdings, Inc. (a)(b)     5,380       210,735  
Edgio, Inc. (a)     12,354       9,773  
Fastly, Inc. - Class A (a)(b)     6,983       124,018  
Grid Dynamics Holdings, Inc. (a)     4,160       47,674  
Kyndryl Holdings, Inc. (a)     12,712       187,629  
MongoDB, Inc. (a)(b)     3,188       743,187  
Okta, Inc. (a)     8,140       701,994  
Rackspace Technology, Inc. (a)     11,817       22,216  
Unisys Corp. (a)     3,769       14,624  
Total IT Services             2,744,735  
Software - 30.0% (d)                
8x8, Inc. (a)(b)     6,333       26,409  
Alteryx, Inc. - Class A (a)     3,847       226,357  
Appfolio, Inc. - Class A (a)     1,938       241,242  
Appian Corp. - Class A (a)     4,040       179,295  
Blackbaud, Inc. (a)(b)     2,935       203,396  
Box, Inc. - Class A (a)(b)     7,942       212,766  
CommVault Systems, Inc. (a)     2,519       142,928  
Confluent, Inc. - Class A (a)(b)     16,033       385,914  
Datadog, Inc. - Class A (a)     8,939       649,508  
Domo, Inc. - Class B (a)     1,882       26,706  
Dropbox, Inc. - Class A (a)     19,998       432,357  
Everbridge, Inc. (a)     2,242       77,730  

 

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

 

12 

 

 

Wedbush ETFMG TM ETF

 

Wedbush ETFMG Global Cloud Technology ETF

 

Schedule of Investments

March 31, 2023 (Unaudited) (Continued)

 

 

 

    Shares     Value  
Gitlab, Inc. - Class A (a)     8,326     $ 285,499  
HashiCorp, Inc. - Class A (a)     10,467       306,578  
Informatica, Inc. - Class A (a)     15,889       260,580  
Intapp, Inc. (a)     3,563       159,765  
Jamf Holding Corp. (a)     6,908       134,153  
MicroStrategy, Inc. - Class A (a)     659       192,639  
N-able, Inc. (a)(b)     10,145       133,914  
nCino, Inc. (a)     6,210       153,884  
New Relic, Inc. (a)     3,802       286,253  
Nutanix, Inc. - Class A (a)     12,879       334,725  
PagerDuty, Inc. (a)(b)     5,051       176,684  
RingCentral, Inc. - Class A(a)     5,364       164,514  
Samsara, Inc. - Class A (a)(b)     28,975       571,387  
Smartsheet, Inc. - Class A (a)     7,339       350,804  
SolarWinds Corp. (a)     9,104       78,294  
Sumo Logic, Inc. (a)     6,811       81,596  
Teradata Corp. (a)     5,610       225,971  
Zeta Global Holdings Corp. - Class A (a)     11,602       125,650  
Total Software           6,827,498  
Technology Hardware, Storage & Peripherals - 6.2%                
NetApp, Inc.     10,167       649,163  
Pure Storage, Inc. - Class A (a)     16,942       432,190  
Super Micro Computer, Inc. (a)     2,967       316,134  
Total Technology Hardware, Storage & Peripherals             1,397,487  
Total United States             10,969,720  
TOTAL COMMON STOCKS (Cost $27,519,598)             22,380,247  
                 
INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL - 20.7%                
ETFMG Sit Ultra Short ETF (e)     50,000       2,421,610  
Mount Vernon Liquid Assets Portfolio, LLC, 4.93% (c)     2,279,948       2,279,948  
TOTAL INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL (Cost $4,767,898)             4,701,558  
                 
SHORT-TERM INVESTMENTS - 1.6%                
Money Market Funds - 1.6%                
First American Government Obligations Fund - Class X, 4.64% (c)     371,637       371,637  
TOTAL SHORT-TERM INVESTMENTS (Cost $371,637)             371,637  
                 
Total Investments (Cost $32,659,133) - 120.8%             27,453,442  
Liabilities in Excess of Other Assets - (20.8)%             (4,732,023 )
TOTAL NET ASSETS - 100.0%           $ 22,721,419  

 

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

 

13 

 

 

Wedbush ETFMG TM ETF

 

Wedbush ETFMG Global Cloud Technology ETF

 

Schedule of Investments

March 31, 2023 (Unaudited) (Continued)

 

 

 

Percentages are stated as a percent of net assets.

 

ADR American Depositary Receipt

PLC Public Limited Company

(a) Non-income producing security.

(b) All or a portion of this security was out on loan at March 31, 2023.

(c) The rate shown is the annualized seven-day yield at period end.

(d) As of March 31, 2023, the Fund had a significant portion of its assets invested in the Software & IT Services Industries.

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

(f) Security exempt from registration pursuant to Rule 144A under the Securities Act of 1933, as amended. This security may be resold in transactions exempt from registration to qualified institutional investors. At March 31, 2023, the market value of these securities total $461,544, which represents 2.0% of total net assets.

 

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.

 

14 

 

 

Wedbush ETFMG TM ETF

 

Wedbush ETFMG Video Game Tech ETF

 

Schedule of Investments

March 31, 2023 (Unaudited)

 

 

 

    Shares     Value  
COMMON STOCKS - 99.4%                
Cayman Islands - 12.6%                
Entertainment - 10.9% (d)                
Archosaur Games, Inc. (a)(f)     1,387,257     $ 1,009,088  
Bilibili, Inc. - ADR (a)(b)     54,576       1,282,536  
CMGE Technology Group, Ltd. (a)     715,342       210,505  
HUYA, Inc. - ADR (a)     63,620       229,668  
iDreamSky Technology Holdings, Ltd. (a)(f)     434,573       241,371  
IGG, Inc. (a)     538,922       211,452  
NetDragon Websoft Holdings, Ltd.     139,289       244,513  
NetEase, Inc. - ADR (b)     4,729       418,233  
Sea, Ltd. - ADR (a)     4,655       402,890  
XD, Inc. (a)     352,600       1,210,534  
Zengame Technology Holding, Ltd.     521,500       215,246  
Total Entertainment             5,676,036  
Interactive Media & Services - 1.4%                
JOYY, Inc. - ADR (b)     9,135       284,829  
Tencent Holdings, Ltd.     8,735       429,300  
Total Interactive Media & Services             714,129  
Media - 0.3%                
Flowing Cloud Technology, Ltd. (a)     536,858       183,286  
Total Cayman Islands             6,573,451  
                 
France - 3.4%                
Entertainment - 2.7% (d)                
Ubisoft Entertainment SA (a)     53,185       1,410,839  
Media - 0.7%                
Vivendi SE     38,854       391,877  
Total France             1,802,716  
                 
Italy - 0.4%                
Entertainment - 0.4% (d)                
Digital Bros SpA     8,707       196,221  
                 
Japan - 18.8%                
Entertainment - 15.3% (d)                
Akatsuki, Inc.     13,067       218,874  
Capcom Co., Ltd.     37,002       1,319,559  
COLOPL, Inc.     47,437       213,650  
DeNa Co., Ltd.     23,789       323,935  
GungHo Online Entertainment, Inc.     16,158       294,744  
Koei Tecmo Holdings Co., Ltd.     17,728       318,844  
Konami Holdings Corp.     26,523       1,212,537  
Mixi, Inc.     15,152       303,782  
Nexon Co., Ltd.     54,264       1,289,421  

 

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, 2023 (Unaudited) (Continued)

 

 

 

    Shares     Value  
Nintendo Co., Ltd.     31,361     $ 1,211,925  
Square Enix Holdings Co., Ltd.     26,546       1,271,569  
Total Entertainment             7,978,840  
Household Durables - 0.9%                
Sony Group Corp. - ADR (a)     4,881       442,463  
Interactive Media & Services - 0.4%                
Gree, Inc.     39,220       203,817  
Leisure Products - 1.6%                
Bandai Namco Holdings, Inc.     14,424       309,447  
Furyu Corp.     23,231       209,258  
Sega Sammy Holdings, Inc.     17,026       322,247  
Total Leisure Products           840,952  
Media - 0.6%                
CyberAgent, Inc.     36,432       305,944  
Total Japan             9,772,016  
                 
Poland - 2.0%                
Entertainment - 2.0% (d)                
CD Projekt SA     39,910       1,028,331  
                 
Republic of Korea - 17.1%                
Entertainment - 16.3% (d)                
Com2uS Corp.     4,017       223,090  
Com2uS Holdings Corp. (a)     5,526       204,171  
JoyCity Corp. (a)     57,186       196,352  
Kakao Games Corp. (a)     32,264       1,033,459  
Krafton, Inc. (a)     9,148       1,289,440  
NCSoft Corp.     3,536       1,009,044  
Neowiz (a)     5,926       182,079  
Netmarble Corp. (a)(f)     25,324       1,289,689  
Nexon Games Co., Ltd. (a)     18,897       268,537  
NHN Corp. (a)     9,104       183,919  
Pearl Abyss Corp. (a)     35,948       1,277,102  
Webzen, Inc. (a)     15,236       198,723  
WeMade Entertainment Co., Ltd.     29,960       1,155,273  
Total Entertainment             8,510,878  
Hotels, Restaurants & Leisure - 0.4%                
DoubleUGames Co., Ltd.     5,866       199,161  
Interactive Media & Services - 0.4%                
AfreecaTV Co., Ltd.     3,144       204,794  
Total Republic of Korea             8,914,833  
                 
Sweden - 4.2%                
Entertainment - 4.2% (d)                
Embracer Group AB (a)(b)     240,311       1,122,254  
Modern Times Group MTG AB - Class B (a)     30,003       217,615  

 

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

 

16 

 

Wedbush ETFMG TM ETF

 

Wedbush ETFMG Video Game Tech ETF

 

Schedule of Investments

March 31, 2023 (Unaudited) (Continued)

 

 

 

    Shares     Value  
Paradox Interactive AB     25,034     $ 623,498  
Stillfront Group AB (a)     110,415       213,298  
Total Entertainment             2,176,665  
                 
Switzerland - 0.6%                
Technology Hardware, Storage & Peripherals - 0.6%                
Logitech International SA (b)     5,585       324,265  
                 
Taiwan, Province of China - 3.5%                
Entertainment - 2.9% (d)                
Gamania Digital Entertainment Co., Ltd.     77,342       185,941  
International Games System Co., Ltd.     69,347       1,302,783  
Total Entertainment             1,488,724  
Semiconductors & Semiconductor Equipment - 0.6%                
Taiwan Semiconductor Manufacturing Co., Ltd. - ADR     3,388       315,152  
Total Taiwan, Province of China             1,803,876  
                 
United Kingdom - 2.9%                
Entertainment - 0.7% (d)                
Frontier Developments PLC (a)     37,927       219,429  
Team17 Group PLC (a)     37,458       175,590  
Total Entertainment             395,019  
IT Services - 2.2%                
Keywords Studios PLC     33,256       1,131,452  
Total United Kingdom             1,526,471  
                 
United States - 33.9%                
Entertainment - 15.1% (d)                
Activision Blizzard, Inc.     15,170       1,298,400  
Electronic Arts, Inc.     10,496       1,264,243  
Playtika Holding Corp. (a)     121,138       1,364,015  
ROBLOX Corp. - Class A (a)(b)     30,038       1,351,109  
Sciplay Corp. - Class A (a)     69,243       1,174,361  
Skillz, Inc. (a)(b)     329,736       195,599  
Take-Two Interactive Software, Inc. (a)     10,198       1,216,621  
Total Entertainment             7,864,348  
Interactive Media & Services - 2.4%                
Alphabet, Inc. - Class C (a)     4,410       458,640  
Meta Platforms, Inc. - Class A (a)     2,330       493,821  
Ziff Davis, Inc. (a)(b)     3,836       299,400  
Total Interactive Media & Services             1,251,861  
Internet & Direct Marketing Retail - 0.9%                
Amazon.com, Inc. (a)     4,353       449,621  
Semiconductors & Semiconductor Equipment - 3.6%                
Advanced Micro Devices, Inc. (a)     4,988       488,874  
Intel Corp. (b)     15,450       504,751  

 

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

 

17 

 

 

Wedbush ETFMG TM ETF

 

Wedbush ETFMG Video Game Tech ETF

 

Schedule of Investments

March 31, 2023 (Unaudited) (Continued)

 

 

 

    Shares     Value  
NVIDIA Corp.     1,682     $ 467,209  
Qualcomm, Inc.     3,252       414,890  
Total Semiconductors & Semiconductor Equipment             1,875,724  
Software - 5.2%                
AppLovin Corp. - Class A (a)(b)     21,789       343,177  
Dolby Laboratories, Inc. - Class A     3,623       309,477  
Microsoft Corp.     1,569       452,343  
PTC, Inc. (a)     2,421       310,445  
Unity Software, Inc. (a)(b)     40,003       1,297,697  
Total Software             2,713,139  
Specialty Retail - 2.9%                
GameStop Corp. - Class A (a)(b)     64,691       1,489,186  
Technology Hardware, Storage & Peripherals - 3.8%                
Apple, Inc.     2,767       456,278  
Corsair Gaming, Inc. (a)(b)     67,654       1,241,451  
Western Digital Corp. (a)     7,767       292,583  
Total Technology Hardware, Storage & Peripherals             1,990,312  
Total United States             17,634,191  
                 
Virgin Islands (UK) - 0.0% (h)                
Interactive Media & Services - 0.0% (h)                
VK Co., Ltd. - ADR (a)(g)     21,975        
TOTAL COMMON STOCKS (Cost $61,013,594)             51,753,036  
                 
INVESTMENTS PURCHASED WITH PROCEEDS FROM                
SECURITIES LENDING COLLATERAL - 17.1%                
ETFMG Sit Ultra Short ETF (e)     75,000       3,632,415  
Mount Vernon Liquid Assets Portfolio, LLC, 4.93% (c)     5,256,181       5,256,181  
TOTAL INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL (Cost $9,004,028)             8,888,596  
                 
SHORT-TERM INVESTMENTS - 0.0% (h)                
Money Market Funds - 0.0% (h)                
First American Government Obligations Fund - Class X, 4.64% (c)     770       770  
TOTAL SHORT-TERM INVESTMENTS (Cost $770)             770  
                 
Total Investments (Cost $70,018,392) - 116.5%             60,642,402  
Liabilities in Excess of Other Assets - 16.5%             (8,578,846 )
TOTAL NET ASSETS - 100.0%           $ 52,063,556  

 

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

 

18 

 

 

Wedbush ETFMG TM ETF

 

Wedbush ETFMG Video Game Tech ETF

 

Schedule of Investments

March 31, 2023 (Unaudited) (Continued)

 

Percentages are stated as a percent of net assets.

 

ADR American Depositary Receipt

PLC Public Limited Company

(a) Non-income producing security.

(b) All or a portion of this security was out on loan at March 31, 2023.

(c) The rate shown is the annualized seven-day yield at period end.

(d) As of March 31, 2023, the Fund had a significant portion of its assets invested in the Entertainment Industry.

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

(f) Security exempt from registration pursuant to Rule 144A under the Securities Act of 1933, as amended. This security may be resold in transactions exempt from registration to qualified institutional investors. At March 31, 2023, the market value of these securities total $2,540,148, which represents 4.9% of total net assets.

(g) Value determined using significant unobservable inputs. The value of this security totals $0, which represents 0.0% of total net assets. Classified as Level 3 in the fair value hierarchy.

(h) Amount is less than 0.05%.

 

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

 

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

 

19 

 

 

Wedbush ETFMG TM ETF

 

STATEMENTS OF ASSETS AND LIABILITIES

As of March 31, 2023 (Unaudited)

 

 

 

    Wedbush
ETFMG
Global Cloud
Technology
ETF
    Wedbush
ETFMG Video
Game Tech
ETF
 
ASSETS            
Investments in unaffiliated securities, at value*   $ 25,031,832     $ 57,009,987  
Investments in affiliated securities, at value*     2,421,610       3,632,415  
Total Investments in securities, at value     27,453,442       60,642,402  
Foreign currency*     2,938       680,142  
Receivables:                
Dividends and interest receivable     46,472       266,755  
Securities lending income receivable           4,073  
Total Assets     27,502,852       61,593,372  
                 
LIABILITIES                
Collateral received for securities loaned (Note 7)     4,767,898       9,004,028  
Payables:                
Payable for investments purchased     6       493,000  
Securities lending income payable     973        
Management fees payable     12,556       32,788  
Total Liabilities     4,781,433       9,529,816  
Net Assets   $ 22,721,419     $ 52,063,556  
                 
NET ASSETS CONSIST OF:                
Paid-in Capital   $ 40,201,262     $ 102,170,208  
Total Distributable Earnings (Accumulated Losses)     (17,479,843 )     (50,106,652 )
Net Assets   $ 22,721,419     $ 52,063,556  
                 
*Identified Cost:                
                 
Investments in unaffiliated securities   $ 30,171,184     $ 66,270,544  
Investments in affiliated securities     2,487,949       3,747,848  
Foreign currency     2,910        
                 
Shares Outstanding^     700,000       850,000  
                 
Net Asset Value, Offering and Redemption Price per Share   $ 32.46     $ 61.25  

 

^ No par value, unlimited number of shares authorized

 

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

 

20 

 

 

Wedbush ETFMG TM ETF

 

STATEMENTS OF OPERATIONS

For the Period Ended March 31, 2023 (Unaudited)

 

 

 

    Wedbush
ETFMG
Global Cloud
Technology
ETF
    Wedbush
ETFMG Video
Game Tech
ETF
 
INVESTMENT INCOME            
Income:            
Dividends from unaffiliated securities (net of foreign withholdings tax and issuance fees of $6,954 and $31,744, respectively)   $ 66,183     $ 208,662  
Interest     5,965       4,524  
Securities lending income     9,089       48,468  
Total Investment Income     81,237       261,654  
                 
Expenses:                
Management fees     76,972       196,100  
Total Expenses     76,972       196,100  
Net Investment Income     4,265       65,554  
                 
REALIZED & UNREALIZED GAIN (LOSS) ON INVESTMENTS                
Net Realized Gain (Loss) on:                
Unaffiliated Investments     (1,182,622 )     (9,411,144 )
In-Kind redemptions     438,640       264,811  
Foreign currency and foreign currency translation     (6,263 )     (9,329 )
Net Realized Gain (Loss) on Investments     (750,245 )     (9,155,662 )
Net Change in Unrealized Appreciation/Depreciation of:                
Unaffiliated Investments     3,545,115       18,453,715  
Affiliated Investments     17,860       26,790  
Foreign currency and foreign currency translation     2,554       359  
Net Change in Unrealized Appreciation/Depreciation of Investments     3,565,529       18,480,864  
Net Realized and Unrealized Gain on Investments     2,815,284       9,325,202  
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS   $ 2,819,549     $ 9,390,756  

 

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

 

21 

 

 

Wedbush ETFMG TM ETF

 

Wedbush ETFMG Global Cloud Technology ETF

 

STATEMENTS OF CHANGES IN NET ASSETS

 

 

 

    Period Ended
March 31,
2023
(Unaudited)
    Year Ended
September 30,
2022
 
OPERATIONS            
Net investment income (loss)   $ 4,265     $ (32,005 )
Net realized gain (loss) on investments and In-Kind Redemptions     (750,245 )     3,739,077  
Net change in unrealized appreciation/depreciation of investments and foreign currency and foreign currency translation     3,565,529       (24,627,273 )
Net increase (decrease) in net assets resulting from operations     2,819,549       (20,920,201 )
                 
CAPITAL SHARE TRANSACTIONS                
Net decrease in net assets derived from net change in outstanding shares     (3,022,680 )     (10,310,485 )
Transaction Fees (See Note 1)           21  
Net decrease in net assets from capital share transactions     (3,022,680 )     (10,310,464 )
Total decrease in net assets     (203,131 )     (31,230,665 )
                 
NET ASSETS                
Beginning of Period/Year     22,924,550       54,155,215  
End of Period/Year   $ 22,721,419     $ 22,924,550  

 

Summary of share transactions is as follows:

 

    Period Ended
March 31, 2023
(Unaudited)
    Year Ended
September 30, 2022
 
    Shares     Amount     Shares     Amount  
Shares Sold         $       150,000     $ 6,614,280  
Transaction Fees (See Note 1)                       21  
Shares Redeemed     (100,000 )     (3,022,680 )     (400,000 )     (16,924,765 )
Net Transactions in Fund Shares     (100,000 )   $ (3,022,680 )     (250,000 )   $ (10,310,464 )
Beginning Shares     800,000               1,050,000          
Ending Shares     700,000               800,000          

 

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

 

22 

 

 

Wedbush ETFMG TM ETF

 

Wedbush ETFMG Video Game Tech ETF

 

STATEMENTS OF CHANGES IN NET ASSETS

 

 

 

    Period Ended
March 31,
2023
(Unaudited)
    Year Ended
September 30,
2022
 
OPERATIONS            
Net investment income   $ 65,554     $ 270,337  
Net realized loss on investments and In-Kind Redemptions     (9,155,662 )     (12,535,657 )
Net change in unrealized appreciation/depreciation of investments and foreign currency and foreign currency translation     18,480,864       (19,860,385 )
Net increase (decrease) in net assets resulting from operations     9,390,756       (32,125,705 )
                 
DISTRIBUTIONS TO SHAREHOLDERS                
Total distributions from distributable earnings           (2,457,762 )
                 
CAPITAL SHARE TRANSACTIONS                
Net decrease in net assets derived from net change in outstanding shares     (8,333,755 )     (14,860,700 )
Transaction Fees (See Note 1)     5,826       17,554  
Net decrease in net assets from capital share transactions     (8,327,929 )     (14,843,146 )
Total increase (decrease) in net assets     1,062,827       (49,426,613 )
                 
NET ASSETS                
Beginning of Period/Year     51,000,729       100,427,342  
End of Period/Year   $ 52,063,556     $ 51,000,729  

 

Summary of share transactions is as follows:

 

    Period Ended
March 31, 2023
(Unaudited)
    Year Ended
September 30, 2022
 
    Shares     Amount     Shares     Amount  
Shares Sold         $       50,000     $ 4,398,985  
Transaction Fees (See Note 1)           5,826             17,554  
Shares Redeemed     (150,000 )     (8,333,755 )     (250,000 )     (19,259,685 )
Net Transactions in Fund Shares     (150,000 )   $ (8,327,929 )     (200,000 )   $ (14,843,146 )
Beginning Shares     1,000,000               1,200,000          
Ending Shares     850,000               1,000,000          

 

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

 

23 

 

Wedbush ETFMG TM ETF

 

Wedbush ETFMG Global Cloud Technology ETF

 

FINANCIAL HIGHLIGHTS

For a capital share outstanding throughout each period/year

 

 

 

    Period Ended
March 31,
2023
(Unaudited)
    Year Ended
September 30,
2022
    Year Ended
September 30,
2021
    Year Ended
September 30,
2020
    Year Ended
September 30,
2019
    Year Ended
September 30,
2018
 
Net Asset Value, Beginning of Period/Year   $ 28.66     $ 51.58     $ 42.29     $ 35.92     $ 39.05     $ 36.14  
Income (Loss) from Investment Operations:                                                
Net investment income (loss) 1     0.01       (0.03 )     (0.03 )     0.26       0.28       0.15  
Net realized and unrealized gain (loss) on investments     3.79       (22.89 )     9.45       6.34       (3.11 )     3.08  
Total from investment operations     3.80       (22.92 )     9.42       6.60       (2.83 )     3.23  
Less Distributions:                                                
Distributions from net investment                                                
income                 (0.13 )     (0.23 )     (0.30 )     (0.13 )
Net realized gains                                   (0.19 )
Total distributions                 (0.13 )     (0.23 )     (0.30 )     (0.32 )
Net asset value, end of period/year   $ 32.46     $ 28.66     $ 51.58     $ 42.29     $ 35.92     $ 39.05  
Total Return     13.27 %3   (44.44 )%     22.28 %     18.58 %     (7.23 )%     9.03 %
                                                 
Ratios/Supplemental Data:                                                
Net assets at end of period/year (000’s)   $ 22,721     $ 22,925     $ 54,155     $ 46,515     $ 37,720     $ 50,771  
                                                 
Gross Expenses to Average Net Assets     0.68 %4   0.68 %   0.68 %     0.71 %2   0.75 %     0.75 %
Net Investment Income (Loss) to Average Net Assets     0.04 %4   (0.09 )%     (0.06 )%     0.70 %     0.83 %     0.42 %
Portfolio Turnover Rate     18 %3   28 %     14 %     104 %     38 %     42 %

 

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

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

3 Not annualized.

4 Annualized.

 

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

 

24 

 

 

Wedbush ETFMG TM ETF

 

Wedbush ETFMG Video Game Tech ETF

 

FINANCIAL HIGHLIGHTS

For a capital share outstanding throughout each period/year

 

 

    Period Ended
March 31,
2023
(Unaudited)
    Year Ended
September 30,
2022
    Year Ended
September 30,
2021
    Year Ended
September 30,
2020
    Year Ended
September 30,
2019
    Year Ended
September 30,
2018
 
Net Asset Value, Beginning of Period/Year   $ 51.00     $ 83.69     $ 67.61     $ 41.50     $ 47.49       44.37  
Income (Loss) from Investment Operations:                                                
Net investment income 1     0.07       0.25       0.74       0.25       0.52       0.74  
Net realized and unrealized gain (loss) on investments     10.17       (30.82 )     15.96       26.26       (5.87 )     2.98  
Total from investment operations     10.24       (30.57 )     16.70       26.51       (5.35 )     3.72  
                                                 
Less Distributions:                                                
Distributions from net investment income           (2.14 )     (0.72 )     (0.41 )     (0.65 )     (0.59 )
Net realized gains                                   (0.03 )
Total distributions           (2.14 )     (0.72 )     (0.41 )     (0.65 )     (0.62 )
                                                 
Capital Share Transactions:                                                
Transaction fees added to paid-in capital     0.01       0.02       0.10       0.01       0.01       0.02  
Net asset at end of period/year   $ 61.25     $ 51.00     $ 83.69     $ 67.61     $ 41.50       47.49  
Total Return     20.05 %2   (37.58 )%     24.91 %     64.12 %     (11.26 )%     8.38 %
                                                 
Ratios/Supplemental Data:                                                
Net assets at end of period/year (000’s)   $ 52,064     $ 51,001     $ 100,427     $ 121,699     $ 83,000     $ 130,609  
                                                 
Gross Expenses to Average Net Assets     0.75 %3   0.75 %     0.75 %     0.75 %     0.75 %     0.75 %
Net Investment Income to Average Net Assets     0.25 %3   0.33 %     0.87 %     0.51 %     1.22 %     1.48 %
Portfolio Turnover Rate     23 %2   53 %     89 %     53 %     38 %     42 %

 

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

2 Not annualized.

3 Annualized.

 

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

 

25 

 

 

Wedbush ETFMG TM ETF

 

NOTES TO FINANCIAL STATEMENTS
March 31, 2023 (Unaudited)

 

 

NOTE 1 – ORGANIZATION

 

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

 

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

 

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

 

Fund Ticker Strategy
Commencement
Date
Strategy
Wedbush ETFMG Global
Cloud Technology ETF
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.
Wedbush ETFMG Video
Game Tech ETF
3/8/2016 Seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of the EEFund Video Game Tech™ Index.

 

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

 

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

 

26 

 

 

Wedbush ETFMG TM ETF

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2023 (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 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 ETF Managers Group, LLC (the “Adviser”), using procedures adopted by the Board of Trustees (the “Board”). When a security is “fair valued,” consideration is given to the facts and circumstances relevant to the particular situation, including a review of various factors set forth in the pricing procedures adopted by the Funds’ Board. The use of fair value pricing by the Funds may cause the NAV of its shares to differ significantly from the NAV that would be calculated without regard to such considerations. As of March 31, 2023, the Wedbush ETFMG Video Game Tech ETF held one security that was fair valued by the Adviser.

 

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

 

  Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities that the Funds have the ability to access.
     
  Level 2 Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.
     
  Level 3 Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available; representing the Funds’ own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

 

27 

 

 

Wedbush ETFMG TM ETF

 

NOTES TO FINANCIAL STATEMENTS 

March 31, 2023 (Unaudited) (Continued)

 

 

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, 2023:

 

Wedbush ETFMG Global Cloud Technology ETF                        
Assets^   Level 1     Level 2     Level 3     Total  
Common Stocks   $ 22,380,247     $     $     $ 22,380,247  
Short Term Investments     371,637                   371,637  
ETFMG Sit Ultra Short ETF**     2,421,610                   2,421,610  
Investments Purchased with Securities Lending Collateral*                       2,279,948  
Total Investments in Securities   $ 25,173,494     $     $     $ 27,453,442  
                                 
Wedbush ETFMG Video Game Tech ETF                                
Assets^   Level 1     Level 2     Level 3     Total  
Common Stocks   $ 51,753,036     $     $ (1)   $ 51,753,036  
Short Term Investments     770                   770  
ETFMG Sit Ultra Short ETF**     3,632,415                   3,632,415  
Investments Purchased with Securities Lending Collateral*                       5,256,181  
Total Investments in Securities   $ 55,386,221     $     $     $ 60,642,402  

 

(1) Includes a security valued at $0 with a cost of $463,445.
^ See Schedule of Investments for classifications by country and industry
* Certain investments that are measured at fair value used the net asset value per share (or its equivalent) practical expediant have not been categorized in the fair value hierarchy. The fair value amounts presented in the table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Schedules of Investments.
** Investment was purchased with collateral.

 

B. Federal Income Taxes. The Funds have 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, 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.

 

28 

 

 

Wedbush ETFMG TM ETF

 

NOTES TO FINANCIAL STATEMENTS 

March 31, 2023 (Unaudited) (Continued)

 

 

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

 

The Funds recognize the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities. The Funds have analyzed their tax position and have concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions expected to be taken in the Funds’ 2022 tax returns. The Funds identify its major tax jurisdictions as U.S. Federal, the State of New Jersey, and the State of Delaware; however the Funds are not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months.

 

As of March 31, 2023, management has reviewed the tax positions for open periods (for federal purposes, three years from the date of filing and for state purposes, generally a range of three to 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 NAV per share of each Fund is calculated by dividing the sum of the value of the securities held by each Fund, plus cash and other assets, minus all liabilities (including estimated accrued expenses) by the total number of shares outstanding of each Fund, rounded to the nearest cent. Each 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 each Fund is equal to each Fund’s NAV per share.

 

29 

 

 

Wedbush ETFMG TM ETF

 

NOTES TO FINANCIAL STATEMENTS 

March 31, 2023 (Unaudited) (Continued)

 

 
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 Wedbush Global Cloud Technology ETF and the Wedbush Video Game Tech ETF may involve certain risks, as discussed in each Fund’s prospectus, including, but not limited to, those described below. Any of these risks could cause an investor to lose money.

 

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

 

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

 

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

 

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

 

Concentration Risk. To the extent that the Funds’ or its underlying index’s portfolio is concentrated in the securities of issuers in a particular market, industry, group of industries, sector or asset class, 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.

 

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

 

30 

 

 

Wedbush ETFMG TM ETF

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2023 (Unaudited) (Continued)

 

 

On February 24, 2022, Russia commenced a military attack on Ukraine. The outbreak of hostilities between the two countries could result in more widespread conflict and could have a severe adverse effect on the region and the markets. In addition, sanctions imposed on Russia by the United States and other countries, and any sanctions imposed in the future could have a significant adverse impact on the Russian economy and related markets. The price and liquidity of investments may fluctuate widely as a result of the conflict and related events. How long such conflict and related events will last and whether it will escalate further cannot be predicted, nor its effect on the Funds.

 

A complete description of the principal risks is included in each Fund’s prospectus under the heading “Principal Investment Risks.”

 

NOTE 4 – MANAGEMENT AND OTHER CONTRACTS

 

Under the Investment Advisory Agreement, the Adviser has agreed to pay all expenses of the Funds, except for: the fee paid to the Adviser pursuant to the Investment Advisory Agreement, interest charges on any borrowings, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, extraordinary expenses, and distribution (12b-1) fees and expenses (collectively, “Excluded Expenses”).

 

Wedbush Securities, Inc. (“Wedbush”) has entered into a licensing and marketing support agreement with Exchange Traded Managers Group LLC (“Parent”), the parent company of the Adviser (the “Wedbush Agreement”). Pursuant to the Wedbush Agreement, Wedbush has agreed to (i) license the name Wedbush for the use of the Adviser; (ii) consult with the Adviser and prepare educational materials, research materials, and updates on regulation of the global video gaming technology and global cloud computing ecosystem; and (iii) provide support in connection with phone calls, appearances, and written content relating to the marketing of IVES and GAMR. Wedbush will also assumes the obligation of the Adviser to pay certain expenses of IVES and GAMR. Although Wedbush has agreed to be responsible for the payment of certain expenses of IVES and GAMR, the Adviser retains the ultimate obligation to the Funds to pay such expenses.

 

Advisory Fees:

 

Wedbush ETFMG Global Cloud Technology ETF     0.68 %
Wedbush ETFMG Video Game Tech ETF     0.75 %

 

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

 

In May, 2020, Wedbush acquired a minority, non-voting, equity interest in Parent. Wedbush is not however, an affiliate of the Funds, the Adviser, the Funds’ distributor or any of their respective affiliates. Wedbush does not make investment decisions, provide investment advice, or otherwise act in the capacity of an investment adviser to the Funds. Additionally, Wedbush is not involved in the maintenance of the Index and does not otherwise act in the capacity of an index provider.

 

31 

 

 

Wedbush ETFMG TM ETF

 

NOTES TO FINANCIAL STATEMENTS 

March 31, 2023 (Unaudited) (Continued)

 

 

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

 

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

 

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

 

NOTE 5 – DISTRIBUTION PLAN

 

Each Fund has adopted a Plan of Distribution pursuant to Rule 12b-1 under the 1940 Act. Under the Plan, the Funds may pay compensation to the Distributor or any other distributor or financial institution with which the Trust has an agreement with respect to the Funds, with the amount of such compensation not to exceed an annual rate of 0.25% of each Fund’s average daily net assets. For the period ended March 31, 2023, 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, 2023:

 

    Purchases     Sales  
Wedbush ETFMG Global Cloud Technology ETF   $ 4,460,058     $ 4,607,225  
Wedbush ETFMG Video Game Tech ETF   $ 12,788,404     $ 14,324,936  

 

The costs of purchases and sales of in-kind transactions associated with creations and redemptions during the period ended March 31, 2023:

 

    Purchases In-     Sales In-  
    Kind     Kind  
Wedbush ETFMG Global Cloud Technology ETF   $ 0     $ 2,984,591  
Wedbush ETFMG Video Game Tech ETF   $ 0     $ 6,516,119  

 

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, 2023.

 

NOTE 7 — SECURITIES LENDING

 

The Funds may lend up to 33 1/3% of the value of the securities in their 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 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. The cash collateral is invested by the Custodian in accordance with approved investment guidelines. Those guidelines require the cash collateral to be invested in readily marketable, high quality, short-term obligations, either directly on behalf of each Fund or through one or more joint accounts, money market funds, or short-term bond funds, including those advised by or affiliated with the Adviser; however, all such investments are subject to risk of payment delays or default on the part of the issuer or counterparty or otherwise may not generate sufficient interest to support the costs associated with securities lending. Other investment companies in which a Fund may invest cash collateral can be expected to incur fees and expenses for operations, such as investment advisory and administration fees, which would be in addition to those incurred by the Fund, and which may be received in full or in part by the Adviser. Pursuant to guidance issued by the SEC staff, fees and expenses of money market funds used for cash collateral received in connection with loans of securities are not treated as Acquired Fund Fees and Expenses, which reflect a Fund’s pro rata share of the fees and expenses incurred by other investment companies in which the Fund invests (as disclosed in the Prospectus, as applicable). The Fund could also experience delays in recovering its securities and possible loss of income or value if the borrower fails to return the borrowed securities, although the Fund is indemnified from this risk by contract with the securities lending agent.

 

32 

 

 

Wedbush ETFMG TM ETF

 

NOTES TO FINANCIAL STATEMENTS 

March 31, 2023 (Unaudited) (Continued)

 

 

As of March 31, 2023, the value of the securities on loan and payable for collateral due to broker were as follows:

 

Value of Securities on Loan Collateral Received            
    Values of     Fund  
    Securities     Collateral  
Fund   on Loan     Received*  
Wedbush ETFMG Global Cloud Technology ETF   $ 4,816,693     $ 4,767,898  
Wedbush ETFMG Video Game Tech ETF     8,917,346       9,004,028  

 

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

 

NOTE 8 – FEDERAL INCOME TAXES

 

The components of distributable earnings (losses) and cost basis of investments for federal income tax purposes at September 30, 2022, the Funds’ most recent fiscal year end, were as follows:

 

                      Net  
          Gross     Gross     Unrealized  
          Unrealized     Unrealized     Appreciation  
    Cost     Appreciation     Depreciation     (Depreciation)  
Wedbush ETFMG Global Cloud Technology ETF   $ 38,309,087     $ 2,083,156     $ (11,394,870 )   $ (9,311,714 )
Wedbush ETFMG Video Game Tech ETF     93,159,459       770,505       (32,968,843 )     (32,198,338 )

 

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.

 

33 

 

 

Wedbush ETFMG TM ETF

 

NOTES TO FINANCIAL STATEMENTS 

March 31, 2023 (Unaudited) (Continued)

 

 

As of September 30, 2022, the Funds’ most recent fiscal year end, the components of distributable earnings (loss) on a tax basis were as follows:

 

    Undistributed     Undistributed     Total     Other     Total  
    Ordinary     Long-Term     Distributable     Accumulated     Accumulated  
    Income     Gain     Earnings     Loss     Gain (Loss)  
Wedbush ETFMG Global Cloud                                        
Technology ETF   $     $     $     $ (10,987,678 )   $ (20,299,392 )
Wedbush ETFMG Video Game Tech ETF                       (27,299,070 )     (59,497,408 )

 

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, 2022, the Funds’ most recent fiscal year end, the Funds had accumulated capital loss carryovers of:

 

    Capital Loss     Capital Loss        
    Carryforward     Carryforward        
    ST     LT     Expires  
Wedbush ETFMG Global Cloud Technology ETF   $ (2,506,670 )   $ (8,370,316 )   Indefinite  
Wedbush ETFMG Video Game Tech ETF     (13,959,983 )     (13,174,970 )   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, 2022, the Funds’ most recent fiscal year end.

 

          Post-  
          October  
    Late Year     Capital  
    Ordinary Loss     Loss  
Wedbush ETFMG Global Cloud Technology ETF   $ (92,369 )   $  
Wedbush ETFMG Video Game Tech ETF     (162,052 )      

 

The tax charter of distributions paid during the period ended March 31, 2023, and the year ended September 30, 2022 were as follows:

 

    Period Ended     Year Ended  
    March 31, 2023     September 30, 2022  
    From     From     From     From  
    Ordinary     Capital     Ordinary     Capital  
    Income     Gains     Income     Gains  
Wedbush ETFMG Global Cloud Technology ETF   $     $     $     $  
Wedbush ETFMG Video Game Tech ETF                 2,457,762        

 

34 

 

 

Wedbush ETFMG TM ETF

 

NOTES TO FINANCIAL STATEMENTS 

March 31, 2023 (Unaudited) (Continued)

 

 

NOTE 9 – INVESTMENTS IN AFFILIATES

 

Wedbush ETFMG Global Cloud Technology ETF

 

Wedbush ETFMG Global Cloud Technology ETF owned the following company during the period ended March 31, 2023. 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, 2023. Transactions during the period in the security were as follows:

 

                            Change in                    
    Value, at                 Realized     Unrealized           Value, at        
    September 30,                 Gain     Appreciation     Dividend     March 31,     Ending  
Security Name   2022     Purchases     Sales     (Loss)     (Depreciation)     Income     2023     Shares  
ETFMG Sit Ultra Short ETF   $ 2,403,750     $     $     $     $ 17,860     $     $ 2,421,610       50,000  

 

Wedbush ETFMG Video Game Tech ETF 

 

Wedbush ETFMG Video Game Tech ETF owned the following company during the period ended March 31, 2023. 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, 2023. Transactions during the period in the security were as follows:

 

                            Change in                    
    Value, at                 Realized     Unrealized           Value, at        
    September 30,                 Gain     Appreciation     Dividend     March 31,     Ending  
Security Name   2022     Purchases     Sales     (Loss)     (Depreciation)     Income     2023     Shares  
ETFMG Sit Ultra Short ETF   $ 3,605,625     $     $     $     $ 26,790     $     $ 3,632,415       75,000  

 

NOTE 10 – LEGAL MATTERS

 

The Trust, the Adviser, and certain officers and affiliated persons of the Adviser (together with the Adviser, the “Adviser Defendants”) were named as defendants in an action filed December 21, 2021, in the Superior Court of New Jersey, Union County, captioned PureShares, LLC, d/b/a PureFunds et al. v. ETF Managers Group, LLC et al., Docket No. UNN-C-152-21 (the “NJ Action”). The NJ Action asserted breach of contract and other tort claims and sought damages in unspecified amounts and injunctive relief. On May 25, 2022, the court in the NJ Action dismissed with prejudice all claims asserted against the Trust, as well as all contract claims and all except one tort claim asserted against the Adviser Defendants.

 

As of March 31, 2023, there were no adjustments made to the accompanying financial statements based on the above legal matters

 

NOTE 11 – SUBSEQUENT EVENTS

 

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

 

35 

 

 

Wedbush ETFMG TM ETF

 

APPROVAL OF ADVISORY AGREEMENTS AND BOARD CONSIDERATIONS

For the Period Ended March 31, 2023 (Unaudited)

 

 

Pursuant to Section 15(c) of the Investment Company Act of 1940 (the “1940 Act”), at a meeting held on March 23, 2023, and continued on March 29, 2023, 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 (“IVES”) and Wedbush ETFMG Video Game Tech ETF (“GAMR”) (each a “Fund” and collectively, the “Funds”).

 

Pursuant to Section 15(c) of the 1940 Act, the Board must annually review and approve the Advisory Agreement after its initial two-year term: (i) by the vote of the Trustees or by a vote of the shareholders of the Fund; and (ii) by the vote of a majority of the Trustees who are not parties to the Advisory Agreement or “interested persons” of any party thereto, as defined in the 1940 Act (the “Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval. Each year, the Board calls and holds a meeting to decide whether to renew the Advisory Agreement for an additional one-year term. In preparation for such meeting, the Board requests and reviews a wide variety of information from the Adviser.

 

In reaching its decision, the Board, including the Independent Trustees, considered all factors it believed relevant, including: (i) the nature, extent and quality of the services provided to the Funds 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 23 and 29, 2023, 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, risk assessment and compliance programs 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 an executive session held prior to the meeting and also conferred in executive sessions both with and without representatives of management before and during the 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, including with respect to liquidity; 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 and risk assessment infrastructure. The Board also considered the Adviser’s experience managing exchange-traded funds (“ETFs”), as well as the Adviser’s response to recent market volatility and uncertainty. The Board then considered the Adviser’s financial resources and information regarding the Adviser’s ability to support its management of the Fund and obligations under the unified fee arrangement, noting that the Adviser had provided its financial statements and other information about its financial commitments for the Board’s review.

 

36 

 

 

Wedbush ETFMG TM ETF

 

APPROVAL OF ADVISORY AGREEMENTS AND BOARD CONSIDERATIONS 

For the Period Ended March 31, 2023 (Unaudited) (Continued)

 

 

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

 

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

 

Historical Performance 

The Board then considered the past performance of the Funds over various time periods ended December 31, 2022, including the one-year, three- year, five-year and since inception periods. The Board also considered each Fund’s performance as compared to that of comparable ETFs, as determined by the Adviser (“peer group”) using data received from an independent third party. The Board additionally reviewed the performance of each Fund as compared to its respective 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 also considered that the underlying index for IVES was changed three years ago. The Board noted management’s representations that the Funds’ performance in tracking their underlying indexes was within the range of expectations. 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 the Adviser using data received from an independent third party. Among other information, the Board noted that the advisory fee for each of the Funds is higher than the average and median expense ratios for its respective peer group. 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 and, therefore, the information provided about the comparable ETFs may not provide meaningful direct comparisons to the Funds.

 

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.

 

37 

 

 

Wedbush ETFMG TM ETF

 

APPROVAL OF ADVISORY AGREEMENTS AND BOARD CONSIDERATIONS 

For the Period Ended March 31, 2023 (Unaudited) (Continued)

 

 

The Board also evaluated the compensation and other benefits received by the Adviser from its relationship with the Funds, taking into account profitability information provided by the Adviser. The Board received and reviewed profitability information on a fund by fund basis and considered how profit margins could affect the Adviser’s long-term viability and ability to attract and retain high-quality personnel. The Board also considered the impact on the Adviser’s profitability of payments made to, or received from, partners involved with the Funds. Based on the information provided to the Trustees, the Trustees concluded that the net revenue retained 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.

 

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 concluded that no changes to the advisory fee structure of the Funds were necessary.

 

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.

 

38 

 

 

Wedbush ETFMG TM ETF

 

Expense Example

Period Ended March 31, 2023 (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.

 

                      Annualized  
                      Expense  
                      Ratio  
                      During the  
    Beginning     Ending     Expenses     Period  
    Account     Account     Paid     October 1,  
    Value     Value     During     2022 to  
    October 1,     March 31,     the     March 31,  
Fund Name   2022     2023     Period^     2023  
Wedbush ETFMG Global Cloud Technology ETF                                
Actual   $ 1,000.00     $ 1,132.70     $ 3.62       0.68 %
Hypothetical (5% annual)     1,000.00       1,021.54       3.43       0.68 %
Wedbush ETFMG Video Game Tech ETF                                
Actual     1,000.00       1,200.50       4.11       0.75 %
Hypothetical (5% annual)     1,000.00       1,021.19       3.78       0.75 %

 

^ The dollar amounts shown as expenses paid during the period are equal to the annualized six-month expense ratio multiplied by the average account value during the period, multiplied by 182/365 (to reflect the one-half year period).

 

39 

 

 

Wedbush ETFMG TM ETF

 

STATEMENT REGARDING LIQUIDITY RISK MANAGEMENT PROGRAM 

March 31, 2023 (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 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 23, 2023, the Program Administrator 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 period from March 1, 2022 through March 1, 2023 (the “Reporting Period”). No significant liquidity events impacting any Fund were noted in the report and it was represented that, as of December 31, 2022, 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.

 

40 

 

 

Wedbush ETFMG TM ETF

 

SUPPLEMENTARY INFORMATION 

March 31, 2023 (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, 2022, 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
Wedbush ETFMG Global Cloud Technology 0.00%
Wedbush ETFMG Video Game Tech ETF 62.64%

 

For corporate shareholders, the percent of ordinary income distributions qualifying for the corporate dividends received deduction for the fiscal year ended September 30, 2022 was as follows:

Fund Name Dividends Received Deduction
Wedbush ETFMG Global Cloud Technology 0.00%
Wedbush ETFMG Video Game Tech ETF 4.48%

 

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
Wedbush ETFMG Global Cloud Technology 0.00%
Wedbush ETFMG Video Game Tech ETF 0.00%

 

During the year ended September 30, 2022, 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, 2022. Foreign taxes paid for purposes of Section 853 may be less than actual foreign taxes paid for financial statement purposes.

 

                Per Share        
    Gross                          
    Foreign     Foreign           Foreign     Shares  
    Source     Taxes     Gross Foreign     Taxes     Outstanding  
Fund   Income     Passthrough     Source Income     Passthrough     at 9/30/22  
Wedbush ETFMG Video Game Tech ETF     770,396       93,273       0.77039600       0.09327300       1,000,000  

 

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

 

41 

 

 

Wedbush ETFMG TM ETF

 

SUPPLEMENTARY INFORMATION 

March 31, 2023 (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 Part F of Form N-PORT. The Funds’ Part F of Form N-PORT is available on the website of the SEC at www.sec.gov and the Funds’ website at www.etfmgfunds.com. 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.

 

42 

 

 

Wedbush ETFMG TM ETF

 

Board of Trustees

 

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

 

Name and Year
of Birth
Position(s)
Held with the
Trust, Term
of Office and
Length of
Time Served
Principal Occupation(s) During
Past 5 Years
Number of
Portfolios
in Fund
Complex
Overseen
By Trustee
Other
Directorships
Held by
Trustee
During Past 5
Years
Interested Trustee and Officers
Samuel Masucci, III
(1962)
Trustee, Chairman of the Board and President (since 2012); Secretary (since 2014) Chief Executive Officer, Exchange Traded Managers Group LLC (since 2013); Chief Executive Officer, ETF Managers Group LLC (since 2016); Chief Executive Officer, ETF Managers Capital LLC (commodity pool operator) (since 2014). 15 None

John A. Flanagan, 

(1946)

Treasurer (since 2015) President, John A. Flanagan CPA, LLC (accounting services) (since 2010); Treasurer, ETF Managers Trust (since 2015); Chief Financial Officer, ETF Managers Capital, LLC (commodity pool operator) (since 2015). n/a Independent Trustee - Absolute Shares Trust (since 2014) (4 portfolios)
Kevin Hourihan
(1978)
Chief Compliance Officer (since 2022) Senior Principal Consultant, Fund Chief Compliance Officer, ACA Global, LLC (since 2022); Chief Compliance Officer, Ashmore Funds (2017-2022); Chief Compliance Officer, Ashmore Investment Management (US) Corp (2014-2022); Chief Compliance Officer, Ashmore Equities Investment Management (2015-2019). n/a n/a
Matthew J. Bromberg
(1973)
Assistant Secretary (since 2020) Chief Compliance Officer of ETF Managers Group, LLC (since 2022); General Counsel and Secretary of Exchange Traded Managers Group LLC (since 2020); ETF Managers Group LLC (since 2020); ETFMG Financial LLC (since 2020); ETF Managers Capital LLC (since 2020); Partner of Dorsey & Whitney LLP (law firm) (2019-2020); General Counsel of WBI Investments, Inc. (2016-2019); Millington Securities, Inc. (2016-2019). n/a n/a
* Mr. Masucci is an interested Trustee by virtue of his role as the Chief Executive Officer of the Adviser.

 

43 

 

 

Wedbush ETFMG TM ETF

 

Board of Trustees (Continued)

 

 

Name and Year
of Birth
Position(s)
Held with the
Trust, Term
of Office and
Length of
Time Served
Principal Occupation(s) During
Past 5 Years
Number of
Portfolios
in Fund
Complex
Overseen
By Trustee
Other
Directorships
Held by
Trustee
During Past 5
Years
Benjamin F. Yuro
(1990)
Assistant Treasurer (since 2022) Product Controller, ETF Managers Group, LLC (since 2021); Senior Associate – Private Equity, SS&C Technologies (2020-2021); Senior Accountant – Financial Services, WithumSmith+Brown, PC (2016-2020) n/a n/a
Terry Loebs
(1963)
Trustee (since 2014); Lead Independent Trustee (since 2020) Founder and Managing Member, Pulsenomics LLC (index product development and consulting firm) (since 2011); Managing Director, MacroMarkets, LLC (exchange-traded products firm) (2006-2011). 15 None
Eric Wiegel
(1960)
Trustee (since 2020) Managing Partner, Global Focus Capital LLC (since 2013); Senior Portfolio Manager, Little House Capital (2019-2021); Chief Investment Officer, Insight Financial Strategist LLC (2017-2018). 15 None

 

44 

 

 

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
U.S. Bank National Association

 

Custody Operations

1555 North River Center Drive, Suite 302, Milwaukee, Wisconsin 53212

 

Transfer Agent

U.S. Bancorp Fund Services, LLC doing business as U.S. Bank Global Fund Services
615 East Michigan Street, Milwaukee, Wisconsin 53202

 

Securities Lending Agent

U.S. Bank, National Association

Securities Lending

800 Nicolet Mall

Minneapolis, MN 55402-7020

 

Independent Registered Public Accounting Firm

WithumSmith + Brown, PC

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

 

Legal Counsel

Sullivan & Worcester LLP

1666 K Street NW, Washington, DC 20006

 

 

 

 

ETFMG Travel Tech ETF 

AWAY

 

 

ETFMG 2x Daily Travel Tech ETF 

AWYX

 

 

 

Semi-Annual Report

 

March 31, 2023 

(Unaudited)

 

 

 

 

The funds are series of ETF Managers Trust.

 

 

 

 

ETFMG TM ETFs

 

TABLE OF CONTENTS 

March 31, 2023 (Unaudited)

 

 

  Page
Shareholder Letter 2
   
Growth of $10,000 Investment – AWAY 5
   
Top 10 Holdings – AWAY 6
   
Growth of $10,000 Investment - AWYX 7
   
Important Disclosures and Key Risk Factors 8
   
Portfolio Allocations 10
   
Schedule of Investments and Total Return Swaps 11
   
Statements of Assets and Liabilities 15
   
Statements of Operations 16
   
Statements of Changes in Net Assets 17
   
Financial Highlights 19
   
Notes to the Financial Statements 21
   
Approval of Advisory Agreement and Board Considerations 33
   
Expense Example 36
   
Statement Regarding Liquidity Risk Management Program 37
   
Supplementary Information 38
   
Information About Portfolio Holdings 38
   
Information About Proxy Voting 39
   
Trustees and Officers Table 40

 

 

 

 

ETFMG TM 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, 2022 to March 31, 2023.

 

Market Overview

 

The pace of inflation, as measured by the Consumer Price Index, showed signs of easing and together with positive corporate results and the prospect of lower interest rates resulted in improved stock performance in late 2022. Stocks and bonds generally rallied in January, pulling back when reports of rising prices caused concern that the U.S. Federal Reserve would raise interest rates more than expected. Investor worries escalated in February with all three major U.S. stock indexes recording a loss for the month. While more broadly the first few months of 2023 have seen U.S. economic growth and a strong jobs market, macroeconomic headwinds continued to challenge stock markets during the period. Rising interest rates, supply chain disruptions, the Russia-Ukraine War, and a slowdown in global growth weighed on investor sentiment along with fears that the Fed’s monetary tightening would push the economy into a recession.

 

These conditions have impacted the ETFs’ performance during the period, among other factors, and the value of an investment in the ETFs. We encourage you to talk with your financial advisor and visit etfmg.com for further insight into investing in today’s markets.

 

Performance Overview

 

During the 6-month period ended March 31, 2023, the S&P 500 Information Technology Sector Index, a broad measure of US listed technology companies, returned 27.59%. During the same period, the S&P Global 1200 Information Technology Sector Index, a broad measure of global technology companies, returned 29.15%. Below is a performance overview for each Fund for the same 6-month period.

 

ETFMG Travel Tech ETF (AWAY)

 

The ETFMG Travel Tech ETF ( “AWAY”) 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”).

 

Over the fiscal period, the total return for AWAY was 9.35%, while the total return for the Index was 8.73%. The best performers in AWAY on the basis of contribution to return were Booking Holdings Inc, Webjet Ltd, Amadeus It Group Sa, Trip.Com Group Ltd, and Edreams Odigeo Sl, while the worst performers were Cvc Brasil Operadora E Agencia, Lyft Inc., MakeMyTrip Ltd, Sabre Corp, and Swvl Holdings Corp.

 

At the end of the reporting period, AWAY saw an average approximate allocation of 77.22% to Consumer Discretionary, 9.42% to Industrials and 6.29% to Communication Services. AWAY was exposed predominately to the United States at 36.52%, 13.26% to Canada and 11.37% to Australia.

 

ETFMG 2x Daily Travel Tech ETF (AWYX) Operational Review

 

The discussion below relates to the performance of AWYX ( “AWYX”) for the 6-month period ending, March 31, 2023. AWYX is leveraged and seeks daily investment results, before fees and expenses, of 200% of the performance of the Index.

 

AWYX, as stated above, seeks daily investment results. It does not seek to track a multiple of the Index for periods of longer than one day and the performance of AWYX over longer periods may not correlate to the Index performance. AWYX should not be held by investors for long periods and should be used as short-term trading vehicles. AWYX is not suitable for all investors and should be utilized only by sophisticated investors who understand the risks associated with the use of leverage, the consequences of seeking daily leveraged investment results and intend to actively monitor and manage their investments. AWYX attempts to provide investment results that correlate to 200% of the return of the Index, meaning AWYX attempts to move in the same direction as the Index. In seeking to achieve the ETF’s daily investment results, ETF Managers Group LLC (the “Adviser”) relies upon quantitative analysis to generate orders resulting in repositioning the investments of AWYX in accordance with its daily investment objective. Using this approach, the Adviser determines the type, quantity and mix of investment positions that it believes in combination should produce daily returns consistent with the objective of AWYX. As a consequence, if AWYX is performing as designed, the return of the Index will dictate the return for AWYX. AWYX pursues its investment objective regardless of market conditions and does not take defensive positions. AWYX has a clearly articulated goal which requires it to seek economic exposure significantly in excess of its net assets. To meet its objectives, AWYX invests in some combination of financial instruments, including derivatives. AWYX invests significantly in derivatives, including swap agreements. The Adviser uses these types of investments to produce economically “leveraged” investment results. Leveraging allows the Adviser to generate a greater positive or negative return than what would be generated on the invested capital without leverage, thus changing small market movements into larger changes in the value of the investments of AWYX.

 

 2

 

 

AWYX may use certain investment techniques, including investments in derivatives, which may be considered aggressive. Investments in derivatives in general are subject to market risks that may cause their prices to fluctuate dramatically over time. Additionally, use of such instruments may increase the volatility of AWYX. The use of derivatives may expose AWYX to additional risks that it would not be subject to if it invested directly in the securities underlying those derivatives, such as counterparty risk. The use of derivatives may result in larger losses or smaller gains than otherwise would be the case.

 

Because AWYX seeks daily investment results of the Index, a comparison of the return of AWYX to the Index does not provide an indication of whether AWYX has met its investment objective. To determine if AWYX has met its daily investment goals, the Adviser performs quantitative analysis seeking to determine the expected performance of AWYX as compared to the Index. The quantitative analysis includes predictive models as well as stress-testing and back-testing.

 

Factors Affecting Performance of AWYX:

 

Leverage – AWYX seeks daily investment results (before fees and expenses) of 200% of the performance of the Index. The use of leverage magnifies gains or losses and increases the investment’s risk and volatility.

 

Index Performance – The daily performance of the Index, and the factors and market conditions implicitly affecting the Index, are the primary factors driving AWYX performance. Given the daily goals, the daily Index returns are most important. The market conditions that affected the Index during the past year are described in the Performance Overview section.

 

Volatility and Compounding – The goal of AWYX is to provide the specified multiple of the daily return of the Index. Over periods longer than a single day, AWYX should not be expected to provide the multiple of the return of the Index. Due to the effects of compounding, a universal mathematical concept that applies to all investments, returns of AWYX over longer periods are greater or less than the daily stated goal of AWYX. Periods of high volatility that lack a clear trend hurt the performance of AWYX while trending, low volatility markets enhance the performance of AWYX.

 

Cost of Financing – In order to attain leveraged or inverse leveraged exposure, AWYX receives OBFR plus or minus a spread as applied to the borrowed portion of the exposure of AWYX. The spread varies by counterparty and is a function of market demand, hedging costs, access to balance sheet, borrow volatility, current counterparty exposure and administrative costs associated with the swap counterparty. An increase in interest rates which affects the cost of financing will further impact the performance and ability of AWYX to track the Index.

 

 3

 

 

Fees, Expenses, and Transaction Costs – Fees and expenses are listed in the AWYX prospectus and may be higher than many traditional index funds’ fees, which cause a greater negative impact on AWYX performance. Transactions costs are not included in the expense ratio of AWYX. AWYX transaction costs can be higher due to the use of derivatives, shorting securities, frequent creation and redemption activity, or trading securities that are comparatively less liquid.

 

ETFMG 2x Daily Travel Tech ETF (AWYX) Performance Review

 

The following information pertains to the fiscal period from October 1, 2022 to March 31, 2023. AWYX seeks to provide daily investment results, before fees and expenses, that correspond to two times (2x) the return of the Index for a single day, not for any other period. Over the reporting period, the Index had a total return of 8.73% and had volatility of 25.52%. Given the daily investment objectives of AWYX and the path dependency of returns for longer periods, the return of the Index for the reporting period alone should not generate expectations of AWYX performance for the same period. AWYX returned 7.51% for the reporting period and had volatility of 54.61%. For the reporting period AWYX had an average daily volume of 425 shares and an average daily statistical correlation of 93.84% to the return of the Index

 

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

 

Sincerely,

 

 

Samuel Masucci III 

Chairman of the Board

 

 4

 

ETFMG TM ETFs

 

ETFMG Travel Tech ETF 

Growth of $10,000 (Unaudited)

 

  

 

Average Annual Returns
Period Ended March 31, 2023
  1 Year
Return
    Since
Inception
(2/12/2020)
    Value of
$10,000
(3/31/2023)
 
ETFMG Travel Tech ETF (NAV)     -27.01 %     -11.01 %   $ 6,941  
ETFMG Travel Tech ETF (Market)     -27.07 %     -11.05 %   $ 6,931  
S&P 500 Index     -7.73 %     8.20 %   $ 12,800  
Prime Travel Technology Index GTR     -27.47 %     -11.19 %   $ 6,896  
Prime Travel Technology Index NTR     -27.48 %     -11.20 %   $ 6,893  

 

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, if any. The Index Returns do not reflect fees or expenses and are not available for direct investment.

 

 5

 

  ETFMG TM ETFs    

 

  ETFMG Travel Tech ETF    

        

 

  Top Ten Holdings as of March 31, 2023 (Unaudited)*

     

    % of Total
  Security   Investments
1 Booking Holdings, Inc. 4.07%
2 Airbnb, Inc. - Class A 4.03%
3 Uber Technologies, Inc. 3.73%
4 Tongcheng Travel Holdings, Ltd. 3.71%
5 Amadeus IT Group SA 3.67%
6 Expedia Group, Inc. 3.65%
7 Corporate Travel Management, Ltd. 3.61%
8 Webjet, Ltd. 3.58%
9 Trip.com Group, Ltd. - ADR 3.50%
10 Trainline PLC 3.42%
  Top Ten Holdings = 36.97% of Total Investments  
  * Current Fund holdings may not be indicative of future Fund holdings.

 

 6

 

 

ETFMG TM ETFs

  

ETFMG 2x Daily Travel Tech ETF

Growth of $10,000 (Unaudited)

 

 

Average Annual Returns
Period Ended March 31, 2023
  1 Year
Return
    Since
Inception
(6/15/2021)
    Value of
$10,000
(3/31/2023)
 
ETFMG 2x Daily Travel Tech ETF (NAV)     -56.35 %     -55.59 %   $ 2,335  
ETFMG 2x Daily Travel Tech ETF (Market)     -56.40 %     -55.44 %   $ 2,350  
S&P 500 Index     -7.73 %     -0.27 %   $ 9,952  
Prime Travel Technology Index GTR     -27.47 %     -27.46 %   $ 5,626  
Prime Travel Technology Index NTR     -27.48 %     -27.46 %   $ 5,626  

 

Performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance of the Fund may be lower or higher than the performance quoted. All performance is historical and includes reinvestment of dividends and capital gains. Performance data current to the most recent month end may be obtained by calling 1-844-ETF-MGRS (1-844-383-6477).

 

The chart illustrates the performance of a hypothetical $10,000 investment made on June 15, 2021, 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, if any. The Index Returns do not reflect fees or expenses and are not available for direct investment.

 

 7

 

 

ETFMG TM ETFs

 

 

Important Disclosures and Key Risk Factors

 

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

 

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

 

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”).

 

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 distributed by ETFMG Financial, which is not affiliated with Prime Indexes.

 

The Fund is intended to be made available only to U.S. residents. Under no circumstances is any information provided on this website intended for distribution to or use by, or to be an offer to sell to or solicitation of an offer to buy the Fund or any investment product or service of, any person or entity in any jurisdiction or country, other than the United States, where such distribution, use, offer or solicitation would subject the Fund or its affiliates to any registration requirement or be unlawful under the securities laws of that jurisdiction or country.

 

 8

 

 

AWYX

 

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.

 

Investing in an ETFMG 2x Daily Leveraged ETF may be more volatile than investing in broadly diversified funds. The use of leverage by an ETF increases the risk to the ETF. The ETFMG 2x Daily Leveraged ETFs are not suitable for all investors and should be utilized only by sophisticated investors who understand leverage risk, consequences of seeking daily leveraged, or daily inverse leveraged, investment results and intend to actively monitor and manage their investment.

 

The use of derivatives such as swaps are subject to additional risks that may cause prices to fluctuate over time and include the effects of compounding, market volatility, leverage risk, aggressive investment techniques risk, counterparty risk, and intra- day investment risk. Please see the summary and full prospectuses for a more complete description of these and other risks of investing in the Fund.

 

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

 

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

 

The Fund is intended to be made available only to U.S. residents. Under no circumstances is any information provided on this website intended for distribution to or use by, or to be an offer to sell to or solicitation of an offer to buy the Fund or any investment product or service of, any person or entity in any jurisdiction or country, other than the United States, where such distribution, use, offer or solicitation would subject the Fund or its affiliates to any registration requirement or be unlawful under the securities laws of that jurisdiction or country.

 

 9

 

 

ETFMG TM ETFs

 

PORTFOLIO ALLOCATIONS 

As of March 31, 2023 (Unaudited)

 

 

 

    ETFMG
Travel Tech
ETF
    ETFMG 2x
Daily
Travel Tech
ETF
 
As a percent of Net Assets:            
Australia     11.4 %     %
Cayman Islands     9.5        
China     3.7        
Japan     8.4        
Mauritius     3.9        
Netherlands     2.4        
Republic of Korea     3.6        
Spain     8.0        
United Kingdom     8.0        
United States     36.5        
Virgin Islands     2.1        
Short-Term and other Net Assets (Liabilities)     2.5       100.0  
      100.0 %     100.0 %

  

 10

 

 

ETFMG TM ETFs

 

ETFMG Travel Tech ETF

 

Schedule of Investments 

March 31, 2023 (Unaudited)

 

 

 

    Shares     Value  
COMMON STOCKS - 97.5%                
Australia - 11.4%                
Hotels, Restaurants & Leisure - 8.4% (d)                
Corporate Travel Management, Ltd.     481,877     $ 5,820,533  
Webjet, Ltd. (a)     1,230,362       5,773,490  
Total Hotels, Restaurants & Leisure             11,594,023  
Software - 3.0%                
SiteMinder, Ltd. (a)     1,782,956       4,087,927  
Total Australia             15,681,950  
                 
Cayman Islands - 9.5%                
Hotels, Restaurants & Leisure - 9.5% (d)                
Tongcheng Travel Holdings, Ltd. (a)     2,748,788       5,980,879  
Trip.com Group, Ltd. - ADR (a)     150,031       5,651,668  
Tuniu Corp. - ADR (a)(b)     808,861       1,512,570  
Total Hotels, Restaurants & Leisure             13,145,117  
                 
China - 3.7%                
Hotels, Restaurants & Leisure - 3.7% (d)                
TravelSky Technology, Ltd.     2,748,048       5,132,089  
                 
Japan - 8.4%                
Hotels, Restaurants & Leisure - 8.4% (d)                
Adventure, Inc. (b)     49,121       3,755,060  
AirTrip Corp.     145,303       2,868,305  
Open Door, Inc. (a)(b)     203,512       2,384,972  
Temairazu, Inc.     42,316       1,507,472  
Veltra Corp. (a)     230,477       1,112,678  
Total Hotels, Restaurants & Leisure             11,628,487  
                 
Mauritius - 3.9%                
Hotels, Restaurants & Leisure - 3.9% (d)                
MakeMyTrip, Ltd. (a)     221,399       5,417,634  
                 
Netherlands - 2.4%                
Interactive Media & Services - 2.4%                
Trivago NV - ADR (a)     2,220,465       3,352,902  
                 
Republic of Korea - 3.6%                
Hotels, Restaurants & Leisure - 3.6% (d)                
Hana Tour Service, Inc. (a)     106,456       4,988,145  
                 
Spain - 8.0%                
Hotels, Restaurants & Leisure - 8.0% (d)                
Amadeus IT Group SA (a)     88,459       5,915,302  
eDreams ODIGEO SA (a)     830,617       5,098,573  
              11,013,875  

 

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

 11

 

 

ETFMG TM ETFs

 

ETFMG Travel Tech ETF

 

Schedule of Investments 

March 31, 2023 (Unaudited) (Continued)

 

 

 

    Shares     Value  
       
United Kingdom - 8.0%                
Hotels, Restaurants & Leisure - 6.3% (d)                
Hostelworld Group PLC (a)(f)     777,162     $ 1,261,652  
On the Beach Group PLC (a)(f)     1,077,631       1,908,959  
Trainline PLC (a)(f)     1,797,495       5,516,836  
Total Hotels, Restaurants & Leisure             8,687,447  
Software - 1.7%                
accesso Technology Group PLC (a)     267,526       2,290,327  
Total United Kingdom             10,977,774  
                 
United States - 36.5%                
Ground Transportation - 8.3%                
Lyft, Inc. - Class A (a)     583,099       5,405,328  
Uber Technologies, Inc. (a)(b)     189,724       6,014,250  
Total Ground Transportation             11,419,578  
Hotels, Restaurants & Leisure - 23.2% (d)                
Airbnb, Inc. - Class A (a)(b)     52,229       6,497,288  
Booking Holdings, Inc. (a)(b)     2,479       6,575,323  
Expedia Group, Inc. (a)(b)     60,642       5,884,093  
Global Business Travel Group I (a)(b)     751,324       4,981,278  
Mondee Holdings, Inc. (a)(g)     278,738       3,110,716  
Sabre Corp. (a)(b)     1,162,212       4,985,889  
Total Hotels, Restaurants & Leisure             32,034,587  
Interactive Media & Services - 3.9%                
TripAdvisor, Inc. (a)(b)     267,742       5,317,356  
Passenger Airlines - 1.1%                
Blade Air Mobility, Inc. (a)(b)     464,962       1,571,572  
Total United States             50,343,093  
                 
Virgin Islands (UK) - 2.1%                
Hotels, Restaurants & Leisure - 2.1% (d)                
Despegar.com Corp. (a)     460,557       2,827,820  
TOTAL COMMON STOCKS (Cost $191,220,267)             134,508,886  
                 
INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL - 17.0%                
ETFMG Sit Ultra Short ETF (e)     25,000       1,210,805  
Mount Vernon Liquid Assets Portfolio, LLC, 4.93% (c)     22,156,626       22,156,626  
TOTAL INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL (Cost $23,399,724)             23,367,431  

 

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

 12

 

 

ETFMG TM ETFs

 

ETFMG Travel Tech ETF

 

Schedule of Investments

March 31, 2023 (Unaudited) (Continued)

 

 

 

    Shares     Value  
       
SHORT-TERM INVESTMENTS - 2.5%                
Money Market Funds - 2.5%                
First American Government Obligations Fund - Class X, 4.64% (c)     3,503,300     $ 3,503,300  
TOTAL SHORT-TERM INVESTMENTS (Cost $3,503,300)             3,503,300  
                 
Total Investments (Cost $218,123,291) - 117.0%             161,379,617  
Liabilities in Excess of Other Assets - (17.0)%             (23,485,452 )
TOTAL NET ASSETS - 100.0%           $ 137,894,165  

 

Percentages are stated as a percent of net assets.

 

ADR American Depositary Receipt
PLC Public Limited Company
(a) Non-income producing security.

(b) This security or a portion of this security was out on loan at March 31, 2023.

(c) The rate shown is the annualized seven-day yield at period end.

(d) As of March 31, 2023, the Fund had a significant portion of its assets in the Hotels, Restaurants & Leisure Industry.

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

(f) Security exempt from registration pursuant to Rule 144A under the Securities Act of 1933, as amended. This security may be resold in transitions exempt from registration to qualified institutional investors. At March 31, 2023, the market value of these securities total $8,687,447, which represents 6.30% of total net assets.

(g) This security has been deemed illiquid according to the Fund’s liquidity guidelines. The value of this security totals $3,110,716, which represents 2.26% of total net assets.

 

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. 

 13

 

 

ETFMG TM ETFs

 

ETFMG 2x Daily Travel Tech ETF

 

Schedule of Investments 

March 31, 2023 (Unaudited)

 

 

 

    Shares     Value  
       
SHORT-TERM INVESTMENTS - 23.2%                
Money Market Funds - 23.2%                
First American Government Obligations Fund - Class X, 4.64%(a)     59,617     $ 59,617  
TOTAL SHORT-TERM INVESTMENTS (Cost $59,617)             59,617  
                 
Total Investments (Cost $59,617) - 23.2%             59,617  
Other Assets in Excess of Liabilities - 76.8%             197,220  
TOTAL NET ASSETS - 100.0%           $ 256,837  

 

Percentages are stated as a percent of net assets.

 

(a) The rate shown is the annualized seven-day yield at period end.

 

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

 14

 

 

ETFMG TM ETFs

 

STATEMENTS OF ASSETS AND LIABILITIES 

As of March 31, 2023 (Unaudited)

 

 

    ETFMG     ETFMG 2x  
    Travel Tech     Daily Travel  
    ETF     Tech ETF  
ASSETS                
Investments in unaffiliated securities, at value*   $ 160,168,812     $ 59,617  
Investments in affiliated securities, at value*     1,210,805        
Foreign currency, at value*     5,207        
Deposits at Broker for total return swap contracts           229,614  
Receivables:                
Dividends and interest receivable     32,788       231  
Securities lending income receivable     13,426        
Receivable for investments sold     1,687,908        
Total assets     163,118,946       289,462  
                 
LIABILITIES                
Collateral received for securities loaned (Note 7)     23,399,724        
Payables:                
Payable for investments purchased           29,340  
Payable for open swap contracts           3,071  
Management fees payable     90,567       214  
Fund share redeemed     1,734,490        
Total liabilities     25,224,781       32,625  
Net Assets   $ 137,894,165     $ 256,837  
                 
NET ASSETS CONSIST OF:                
Paid-in Capital   $ 305,758,441     $ 407,449  
Total Distributable Earnings (Accumulated Losses)     (167,864,276 )     (150,612 )
Net Assets   $ 137,894,165     $ 256,837  
                 
Investments in unaffiliated securities   $ 216,880,193     $ 59,617  
Investments in affiliated securities     1,243,098        
Foreign currency     5,043        
                 
Shares Outstanding^     7,950,000       110,000  
                 
Net Asset Value, Offering and Redemption Price per Share   $ 17.35     $ 2.33  

 

^ No par value, unlimited number of shares authorized

 

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

 

15 

 

 

ETFMG TM ETFs

 

STATEMENTS OF OPERATIONS 

For the Period Ended March 31, 2023 (Unaudited)

 

 
          ETFMG 2x  
    ETFMG     Daily ETFMG  
    Travel Tech     Travel Tech  
    ETF     ETF  
INVESTMENT INCOME                
Income:                
Interest   $ 29,225     $ 837  
Securities lending income     97,042        
Total Investment Income     126,267       837  
                 
Expenses:                
Management fees     557,921       1,279  
Dividend and interest expense     43,241        
Total Expenses     601,162       1,279  
Net Investment Loss     (474,895 )     (442 )
                 
REALIZED & UNREALIZED GAIN (LOSS) ON INVESTMENTS                
Net Realized Gain (Loss) on:                
Unaffiliated Investments     (36,634,343 )      
Affiliated Investments     (300 )      
In-Kind redemptions     (617,660 )      
Foreign currency and foreign currency translation     (5,074 )      
Total return swap contracts           18,383  
Net Realized Gain (Loss) on Investments and In-Kind redemptions     (37,257,377 )     18,383  
Net Change in Unrealized Appreciation (Depreciation) of:                
Unaffiliated Investments     51,229,874        
Affiliated Investments     9,295        
Foreign currency and foreign currency translation     805        
Net Change in Unrealized Appreciation (Depreciation) of Investments     51,239,974        
Net Realized Gain on Investments     13,982,597       18,383  
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS   $ 13,507,702     $ 17,941  

 

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

 

16 

 

 

ETFMG TM ETFs

 

ETFMG Travel Tech ETF

 

STATEMENTS OF CHANGES IN NET ASSETS

 

 
    Period Ended        
    March 31,     Year Ended  
    2023     September 30,  
    (Unaudited)     2022  
OPERATIONS            
Net investment loss   $ (474,895 )   $ (1,193,922 )
Net realized loss on investments and in-kind redemptions     (37,257,377 )     (66,361,866 )
Net change in unrealized appreciation (depreciation) of investments and foreign currency and foreign currency translation     51,239,974       (84,948,016 )
Net increase (decrease) in net assets resulting from operations     13,507,702       (152,503,804 )
                 
CAPITAL SHARE TRANSACTIONS                
Net decrease in net assets derived from net change in outstanding shares     (22,335,690 )     (22,901,445 )
Transaction Fees (See Note 1)     3,843       166,376  
Net decrease in net assets from capital share transactions     (22,331,847 )     (22,735,069 )
Total decrease in net assets     (8,824,145 )     (175,238,873 )
                 
NET ASSETS                
Beginning of Period/Year     146,718,310       321,957,183  
End of Period/Year   $ 137,894,165     $ 146,718,310  

 

Summary of share transactions is as follows:
                         
    Period Ended              
    March 31, 2023     Year Ended  
    (Unaudited)     September 30, 2022  
    Shares     Amount     Shares     Amount  
Shares Sold         $       4,800,000     $ 123,600,780  
Transaction Fees (See Note 1)           3,843             166,376  
Shares Redeemed     (1,300,000 )     (22,335,690 )     (6,900,000 )     (146,502,225 )
Net Transactions in Fund Shares     (1,300,000 )   $ (22,331,847 )     (2,100,000 )   $ (22,735,069 )
Beginning Shares     9,250,000               11,350,000          
Ending Shares     7,950,000               9,250,000          

 

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

 

17 

 

 

ETFMG TM ETFs

 

ETFMG 2x Daily Travel Tech ETF

 

STATEMENTS OF CHANGES IN NET ASSETS

 

 

    Period Ended        
    March 31,     Year Ended  
    2023     September 30,  
    (Unaudited)     2022  
OPERATIONS            
Net investment loss   $ (442 )   $ (4,593 )
Net realized gain (loss) on swap contracts     18,383       (603,656 )
Net increase (decrease) in net assets resulting from operations     17,941       (608,249 )
                 
CAPITAL SHARE TRANSACTIONS                
Net increase in net assets from capital share transactions           36,627  
Total increase (decrease) in net assets     17,941       (571,622 )
                 
NET ASSETS                
Beginning of Period/Year     238,896       810,518  
End of Period/Year   $ 256,837     $ 238,896  

 

Summary of share transactions is as follows:  
                         
    Period Ended        
    March 31, 2023     Year Ended  
    (Unaudited)     September 30, 2022  
    Shares     Amount     Shares     Amount  
Shares Sold       $       10,000     $ 36,627  
Shares Redeemed                        
Net Transactions in Fund Shares         $       10,000     $ 36,627  
Beginning Shares     110,000               100,000          
Ending Shares     110,000               110,000          

 

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

 

18 

 

 

ETFMG TM ETFs

 

ETFMG Travel Tech ETF

 

FINANCIAL HIGHLIGHTS 

For a capital share outstanding throughout each period/year

 

 

    Period                    
    Ended                    
    March 31,     Year Ended     Year Ended     Period Ended  
    2023     September 30,     September 30,     September 30,  
    (Unaudited)     2022     2021     20201  
                                 
Net Asset Value, Beginning Period/Year   $ 15.86     $ 28.37     $ 18.88     $ 25.00  
Income (Loss) from Investment Operations:                                
Net investment loss2     (0.05 )     (0.10 )     (0.13 )     (0.02 )
Net realized and unrealized gain (loss) on investments     1.54       (12.42 )     9.60       (6.12 )
Total from investment operations     1.49       (12.52 )     9.47       (6.14 )
Less Distributions:                                
Distributions from net investment income                 (0.01 )      
Total distributions                 (0.01 )      
Capital Shares Transactions:                                
Transaction fees added to paid-in capital     0.00 6     0.01       0.03       0.02  
Net asset value, end period/year   $ 17.35     $ 15.86     $ 28.37     $ 18.88  
Total Return     9.35 %3     (44.08 )%     50.35 %     (24.50 )%3
                                 
Ratios/Supplemental Data:                                
Net assets at end period/year (000’s)   $ 137,894     $ 146,718     $ 321,957     $ 15,100  
                                 
Expenses to Average Net Assets     0.81 %4,5     0.76 %5     0.75 %     0.75 %4
Net Investment Income (Loss) to Average Net Assets     (0.64 )%4     (0.47 )%     (0.43 )%     0.30 %4
Portfolio Turnover Rate     45 %3     40 %     57 %     49 %3

 

1 Commencement of operations on February 12, 2020.
2 Calculated based on average shares outstanding during the period/year.
3 Not annualized.
4 Annualized.
5 Includes 0.06% and 0.01% for March 31, 2023 and September 30, 2022, respectively.
6 Amount is less than 0.005.

 

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

 

19 

 

 

ETFMG TM ETFs

 

ETFMG 2x Daily Travel Tech ETF

 

FINANCIAL HIGHLIGHTS 

For a capital share outstanding throughout each period/year

 

 

    Period              
    Ended              
    March 31,     Year Ended     Period Ended  
    2023     September 30,     September 30,  
    (Unaudited)     2022     20211  
                         
Net Asset Value, Beginning Period/Year   $ 2.17     $ 8.11     $ 10.00  
Income (Loss) from Investment Operations:                        
Net investment loss2     (0.00 )5     (0.04 )     (0.02 )
Net realized and unrealized gain (loss) on                        
investments     0.16       (5.90 )     (1.87 )
Total from investment operations     0.16       (5.94 )     (1.89 )
Net asset value, end period/year   $ 2.33     $ 2.17     $ 8.11  
Total Return     7.51 %3     (73.20 )%     (18.95 )%3
                         
Ratios/Supplemental Data:                        
Net assets at end of period/year (000’s)   $ 257     $ 239     $ 811  
                         
Gross Expenses to Average Net Assets     0.95 %4     0.95 %     0.95 %4
Net Investment Loss to Average Net Assets     (0.33 )%4     (0.93 )%     (0.80 )%4
Portfolio Turnover Rate     0 %3     0 %     0 %3

 

1 The Fund commenced operations on June 15, 2021.
2 Calculated based on average shares outstanding during the period/year.
3 Not annualized.
4 Annualized.
5 Amount is less than (0.005).

 

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

 

20 

 

 

ETFMG TM ETFs

 

NOTES TO FINANCIAL STATEMENTS 

March 31, 2023 (Unaudited)

 

 

NOTE 1 – ORGANIZATION

 

ETFMG Travel Tech ETF (“AWAY”) and ETFMG 2x Daily Travel Tech ETF (“AWYX”) (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
ETFMG Travel Tech ETF 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”).
ETFMG 2x Daily Travel Tech ETF 6/15/2021 Seeks to provide daily investment results that, before fees and expenses, correspond to two times (2x) the daily total return of the Index. The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day.

 

The Funds may use a combination of swaps on the Index and swaps on an ETF whose investment objective is to track the performance of the same, or a substantially similar index to achieve its investment objective.

 

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 for AWAY and 10,000 shares for AWYX, called “Creation Units.” Creation Units are issued and redeemed principally in-kind for securities included in a specified Index. Once created, shares generally trade in the secondary market at market prices that change throughout the day in quantities less than a Creation Unit. Except when aggregated in Creation Units, shares are not redeemable securities of a Fund. Shares of a Fund may only be purchased or redeemed by certain financial institutions (“Authorized Participants”). An Authorized Participant is either (i) a broker-dealer or other participant in the clearing process through the Continuous Net Settlement System of the National Securities Clearing Corporation or (ii) a DTC participant and, in each case, must have executed a Participant Agreement with the Distributor. Most retail investors do not qualify as Authorized Participants nor have the resources to buy and sell whole Creation Units. Therefore, they are unable to purchase or redeem the shares directly from a Fund. Rather, most retail investors may purchase Shares in the secondary market with the assistance of a broker and may be subject to customary brokerage commissions or fees.

 

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

 

21 

 

 

ETFMG TM ETFs

 

NOTES TO FINANCIAL STATEMENTS 

March 31, 2023 (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 Fund may invest in certain other investment companies (underlying funds). 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 ETF Managers Group, LLC (the “Adviser”), using procedures adopted 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, 2023, the Funds did not hold any securities that were fair valued.

 

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

 

  Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities that the Funds have the ability to access.
     
  Level 2 Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.
     
  Level 3 Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available; representing the Funds’ own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

 

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

 

22 

 

 

ETFMG TM ETFs

 

NOTES TO FINANCIAL STATEMENTS 

March 31, 2023 (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 is a summary of the inputs used to value the Funds’ net assets as of March 31, 2023:

 

ETFMG Travel Tech ETF                        
Assets^   Level 1     Level 2     Level 3     Total  
Common Stocks   $ 134,508,886     $     $     $ 134,508,886  
Short-Term Investments     3,503,300                   3,503,300  
ETFMG Sit Ultra Short ETF**     1,210,805                   1,210,805  
Investments Purchased with Securities Lending Collateral*                       22,156,626  
Total Investments in Securities   $ 139,222,991     $     $     $ 161,379,617  
                                 
ETFMG 2x Daily Travel Tech ETF                                
Assets^   Level 1     Level 2     Level 3     Total  
Short-Term Investments   $ 59,617     $     $     $ 59,617  
Total Investments in Securities   $ 59,617     $     $     $ 59,617  

 

^ 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 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.
** Investment was purchased with collateral.

 

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

 

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

 

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

 

Each Fund recognizes the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities. Each Fund has analyzed its tax position and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions expected to be taken in the Funds’ 2022 tax returns.

 

23 

 

 

ETFMG TM ETFs

 

NOTES TO FINANCIAL STATEMENTS 

March 31, 2023 (Unaudited) (Continued)

 

 

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, 2023, management has reviewed the tax positions for open periods (for Federal purposes, three years from the date of filing and for state purposes, generally a range of three to four years from the date of filing), as applicable to the Funds, and has determined that no provision for income tax is required in the Funds’ financial statements.

 

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

 

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

 

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

 

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

 

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

 

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

 

24 

 

 

ETFMG TM ETFs

 

NOTES TO FINANCIAL STATEMENTS 

March 31, 2023 (Unaudited) (Continued)

 

 

 

Derivatives

 

The Funds may enter into swap agreements; including interest rate, index, and total return swap agreements. Swap agreements are contracts between parties in which one party agrees to make periodic payments to the other party based on the change in market value or level of a specified rate, index or asset. In return, the other party agrees to make payments to the first party based on the return of a different specified rate, index or asset. Swap agreements will usually be done on a net basis, i.e., where the two parties make net payments with a Fund receiving or paying, as the case may be, only the net amount of the two payments. The net amount of the excess, if any, of a Fund’s obligations over its entitlements with respect to each swap is accrued on a daily basis and an amount of cash or equivalents having an aggregate value at least equal to the accrued excess is maintained by the Fund.

 

The total return swap contracts are subject to master netting agreements, which are agreements between a Fund and its counterparties that provide for the net settlement of all transactions and collateral with the Fund through a single payment, in the event of default or termination. Amounts presented on the schedule of total return swaps are gross settlement amounts.

 

The following table presents the Funds’ gross derivative assets and liabilities by counterparty and contract type, net of amounts available for offset under a master netting agreement and the related collateral received or pledged by the Funds as of March 31, 2023.

 

ETFMG 2x Daily Travel Tech ETF
                              Gross Amounts not          
                              offset in the Statements          
                              of Assets & Liabilities          
        Gross                                        
        Amounts of                                        
        Recognized                                        
        Assets                                        
        Presented in                                        
        the     Gross                                
        Statements     Amounts                                
    Investment   of Assets &     Available     Net     Financial     Collateral     Net  
Counterparty   Type   Liabilities     Offset     Amounts     Instruments     Received     Amount  
Cowen and Company, LLC   Total Return Swap Contract   $ (3,071 )   $     $ (3,071 )   $     $     $ (3,071 )

 

The average monthly notional amount of the swap contracts during the period ended March 31, 2023 for AWYX was $443,852.

 

25 

 

 

ETFMG TM ETFs

 

NOTES TO FINANCIAL STATEMENTS 

March 31, 2023 (Unaudited) (Continued)

 

 

The following is a summary of the effect of swap contracts on the Funds’ Statements of Assets and Liabilities as of March 31, 2023:

 

                Net  
                Unrealized  
    Assets     Liabilities     Gain (Loss)  
ETFMG 2x Daily Travel Tech ETF Swap Contract   $     $ 3,071     $  

 

The following is a summary of the effect of swap contracts on the Funds’ Statements of Operations for the period ended March 31, 2023:

 

          Change in Unrealized  
    Realized Gain     Appreciation/  
    (Loss)     Depreciation  
ETFMG 2x Daily Travel Tech ETF Swap Contract   $ 18,383     $  

 

NOTE 3 – RISK FACTORS

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

26 

 

 

ETFMG TM ETFs

 

NOTES TO FINANCIAL STATEMENTS 

March 31, 2023 (Unaudited) (Continued)

 

 

Derivatives Risk. Derivatives are financial instruments that derive value from the underlying reference asset or assets, such as stocks, bonds, or funds (including ETFs), interest rates or indexes. A Fund’s investments in derivatives may pose risks in addition to, and greater than, those associated with directly investing in securities or other ordinary investments, including risk related to the market, leverage, imperfect daily correlations with underlying investments or the Fund’s other portfolio holdings, higher price volatility, lack of availability, counterparty risk, liquidity, valuation and legal restrictions. The use of derivatives is a highly specialized activity that involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. The use of derivatives may result in larger losses or smaller gains than directly investing in securities. When a Fund uses derivatives, there may be imperfect correlation between the value of the reference assets and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives may expose a Fund to losses in excess of those amounts initially invested.

 

Daily Index Correlation/Tracking Risk. There is no guarantee that a Fund will achieve a high degree of correlation to the Index and therefore achieve its daily leveraged investment objective. To achieve a high degree of correlation with the Index, a Fund seeks to rebalance its portfolio daily to keep leverage consistent with its daily leveraged investment objective. In addition, a Fund’s exposure to the Index is impacted by the Index’s movement. Because of this, it is unlikely that a Fund will be perfectly exposed to the Index at the end of each day. The possibility of the Fund being materially over- or under-exposed to the Index increases on days when the Index is volatile near the close of the trading day. Market disruptions, regulatory restrictions and extreme volatility will also adversely affect a Fund’s ability to adjust exposure to the required levels.

 

On February 24, 2022, Russia commenced a military attack on Ukraine. The outbreak of hostilities between the two countries could result in more widespread conflict and could have a severe adverse effect on the region and the markets. In addition, sanctions imposed on Russia by the United States and other countries, and any sanctions imposed in the future could have a significant adverse impact on the Russian economy and related markets. The price and liquidity of investments may fluctuate widely as a result of the conflict and related events. How long such conflict and related events will last and whether it will escalate further cannot be predicted, nor its effect on the Funds.

 

A complete description of the principal risks is included in each Fund’s prospectus under the heading “Principal Investment Risks.”

 

27 

 

 

ETFMG TM ETFs

 

NOTES TO FINANCIAL STATEMENTS 

March 31, 2023 (Unaudited) (Continued)

 

 

NOTE 4 – MANAGEMENT AND OTHER CONTRACTS

 

The Adviser 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 Adviser, the Adviser 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 Adviser 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 Adviser 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 Adviser 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:

 

ETFMG Travel Tech ETF     0.75 %
ETFMG 2x Daily Travel Tech ETF     0.95 %

 

Under the Investment Advisory Agreement, the Adviser has agreed to pay all expenses of the Funds, except for: the fee paid to the Adviser pursuant to the Investment Advisory Agreement, interest charges on any borrowings, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, extraordinary expenses, and distribution (12b-1) fees and expenses (collectively, “Excluded Expenses”). The Adviser has entered into an agreement with its affiliate ETFMG Financial, LLC to serve as distributor to the Funds (the “Distributor”). The Distributor provides marketing support for the Funds, including distributing marketing materials related to the Funds. Level ETF Ventures, LLC (“Level”) serves as the index provider for AWAY and AWYX. Level is not affiliated with the Trust or the Adviser.

 

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 Adviser compensates the Administrator for these services under an administration agreement between the two parties.

 

The Adviser pays each independent Trustee a quarterly fee for service to the Funds. Each Trustee is also reimbursed by the Adviser 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, 2023, the Funds did not incur any 12b-1 expenses.

 

28 

 

 

ETFMG TM ETFs

 

NOTES TO FINANCIAL STATEMENTS 

March 31, 2023 (Unaudited) (Continued)

 

 

NOTE 6 - PURCHASES AND SALES OF SECURITIES

 

The costs of purchases and sales of securities, excluding short-term securities and in-kind transactions, during the period ended March 31, 2023:

 

    Purchases     Sales  
ETFMG Travel Tech ETF   $ 36,094,905     $ 40,091,771  

 

The costs of purchases and sales of in-kind transactions associated with creations and redemptions during the period ended March 31, 2023:

 

    Purchases In-     Sales In-  
    Kind     Kind  
ETFMG Travel Tech ETF   $     $ 20,843,186  

 

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, 2023.

 

NOTE 7 — SECURITIES LENDING

 

The Funds, 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. The cash collateral is invested by the Custodian in accordance with approved investment guidelines. Those guidelines require the cash collateral to be invested in readily marketable, high quality, short-term obligations, either directly on behalf of each Fund or through one or more joint accounts, money market funds, or short-term bond funds, including those advised by or affiliated with the Adviser; however, all such investments are subject to risk of payment delays or default on the part of the issuer or counterparty or otherwise may not generate sufficient interest to support the costs associated with securities lending. Other investment companies in which a Fund may invest cash collateral can be expected to incur fees and expenses for operations, such as investment advisory and administration fees, which would be in addition to those incurred by the Fund, and which may be received in full or in part by the Adviser. Pursuant to guidance issued by the SEC staff, fees and expenses of money market funds used for cash collateral received in connection with loans of securities are not treated as Acquired Fund Fees and Expenses, which reflect a Fund’s pro rata share of the fees and expenses incurred by other investment companies in which the Fund invests (as disclosed in the Prospectus, as applicable). The Funds could also experience delays in recovering their securities and possible loss of income or value if the borrower fails to return the borrowed securities, although the Fund is indemnified from this risk by contract with the securities lending agent.

 

29 

 

 

ETFMG TM ETFs

 

NOTES TO FINANCIAL STATEMENTS 

March 31, 2023 (Unaudited) (Continued)

 

 

As of March 31, 2023 the value of the securities on loan and payable for collateral due to broker were as follows:

 

Value of Securities on Loan Collateral Received
    Values of     Fund  
    Securities     Collateral  
Fund   on Loan     Received*  
ETFMG Travel Tech ETF   $ 23,148,330     $ 23,399,724  

 

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

 

NOTE 8 – FEDERAL INCOME TAXES

 

The components of distributable earnings (losses) and cost basis of investments for federal income tax purposes at September 30, 2022 were as follows:

 

                      Net  
          Gross     Gross     Unrealized  
          Unrealized     Unrealized     Appreciation  
    Cost     Appreciation     Depreciation     (Depreciation)  
ETFMG Travel Tech ETF   $ 283,689,460     $ 2,119,804     $ (119,276,989 )   $ (117,157,185 )
ETFMG 2x Daily Travel Tech ETF     10,377                    

 

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, 2022, the components of distributable earnings (loss) on a tax basis were as follows:

 

    Undistributed     Undistributed     Total     Other     Total  
    Ordinary     Long-Term     Distributable     Accumulated     Accumulated  
    Income     Gain     Earnings     Loss     Gain (Loss)  
ETFMG Travel Tech ETF   $     $     $     $ (64,214,793 )   $ (181,371,978 )
ETFMG 2x Daily Travel Tech ETF                       (168,553 )     (168,553 )

 

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, 2022, the Funds had accumulated capital loss carryovers of:

 

    Capital Loss     Capital Loss        
    Carryforward     Carryforward        
    ST     LT     Expires  
ETFMG Travel Tech ETF   $ (43,947,533 )   $ (19,161,724 )   Indefinite  
ETFMG 2x Daily Travel Tech ETF     (168,553 )         Indefinite  

 

30 

 

 

ETFMG TM ETFs

 

NOTES TO FINANCIAL STATEMENTS 

March 31, 2023 (Unaudited) (Continued)

 

 

Under current tax law, capital and currency losses realized after October 31 of a Fund’s fiscal year may be deferred and treated as occurring on the first business day of the following fiscal year for tax purposes. The following Funds had deferred post-October capital and currency losses, which will be treated as arising on the first business day of the year ending September 30, 2022.

 

          Post-  
    Late Year     October  
    Ordinary     Capital  
    Loss     Loss  
ETFMG Travel Tech ETF   $ (1,104,607 )   $  
ETFMG 2x Daily Travel Tech ETF            

 

The tax character of distributions paid during the fiscal period ended March 31, 2023 and the fiscal year ended September 30, 2022 were as follows:

 

    Period Ended     Year Ended  
    March 31, 2023     September 30, 2022  
    From     From     From     From  
    Ordinary     Capital     Ordinary     Capital  
    Income     Gains     Income     Gains  
ETFMG Travel Tech ETF   $           $        
ETFMG 2x Daily Travel Tech ETF                        

 

NOTE 9 – INVESTMENTS IN AFFILIATES

 

ETFMG Travel Tech ETF

 

ETFMG Travel Tech ETF owned the following company during the period ended March 31, 2023. 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, 2023. Transactions during the period in this security were as follows:

 

                            Change in                    
    Value at                 Realized     Unrealized           Value at        
    September 30,                 Gain     Appreciation     Dividend     March 31,     Ending  
Security Name   2022     Purchases     Sales     (Loss)(1)     (Depreciation)     Income     2023     Shares  
ETFMG Sit Ultra Short ETF *   $ 1,201,875     $ 14,159     $ (14,224 )   $ (300 )   $ 9,295     $     $ 1,210,805       25,000  

 

*Affiliate as of March 31, 2023. 

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

 

NOTE 10 – LEGAL MATTERS

 

The Trust, the Adviser, and certain officers and affiliated persons of the Adviser (together with the Adviser, the “Adviser Defendants”) were named as defendants in an action filed December 21, 2021, in the Superior Court of New Jersey, Union County, captioned PureShares, LLC, d/b/a PureFunds et al. v. ETF Managers Group, LLC et al., Docket No. UNN-C-152-21 (the “NJ Action”). The NJ Action asserted breach of contract and other tort claims and sought damages in unspecified amounts and injunctive relief. On May 25, 2022, the court in the NJ Action dismissed with prejudice all claims asserted against the Trust, as well as all contract claims and all except one tort claim asserted against the Adviser Defendants.

 

As of March 31, 2023, there were no adjustments made to the accompanying financial statements based on the above legal matters.

 

31 

 

 

ETFMG TM ETFs

 

NOTES TO FINANCIAL STATEMENTS 

March 31, 2023 (Unaudited) (Continued)

 

 

NOTE 11 – SUBSEQUENT EVENTS

 

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

 

32 

 

 

ETFMG Travel Tech ETF 

ETFMG 2x Daily Travel Tech ETF

 

APPROVAL OF ADVISORY AGREEMENT AND BOARD CONSIDERATIONS 

For the Period Ended March 31, 2023 (Unaudited)

 

 

Pursuant to Section 15(c) of the Investment Company Act of 1940 (the “1940 Act”), at a meeting held on March 23, 2023, and continued on March 29, 2023, 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 Travel Tech ETF (“AWAY”) and ETFMG 2x Daily Travel Tech ETF (AWYX) (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 their initial two-year term: (i) by the vote of the Trustees or by a vote of the shareholders of the Funds; 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 each Fund 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 23 and 23, 2023, 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, risk assessment process, 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 an executive session held prior to the meeting and also conferred in executive sessions both with and without representatives of management before and during the 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, including with respect to liquidity and derivatives usage; 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 in managing funds with significant derivatives exposure; and the quality of the Adviser’s compliance and risk assessment infrastructure. The Board also considered the Adviser’s experience managing exchange -traded funds (“ETFs”), as well as the Adviser’s response to recent market volatility and uncertainty. The Board then considered the Adviser’s financial resources and information regarding the Adviser’s ability to support its management of the Funds and obligations under the unified fee arrangement, noting that the Adviser had provided its financial statements and other information about its financial commitments for the Board’s review.

 

33 

 

 

ETFMG Travel Tech ETF 

ETFMG 2x Daily Travel Tech ETF

 

APPROVAL OF ADVISORY AGREEMENT AND BOARD CONSIDERATIONS 

For the Period Ended March 31, 2023 (Unaudited) (Continued)

 

 

The Board also considered other services provided to the Funds, such as overseeing the Funds’ 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 Funds by the Adviser.

 

Historical Performance 

The Board then considered the past performance of the Funds over various time periods ended December 31, 2022. The Board also considered each Fund’s performance as compared to that of comparable ETFs, as determined by the Adviser (“peer group”) using data received from an independent third party.

 

The Board additionally reviewed the performance of AWAY and AWYX as compared to its underlying index and the correlation of returns to benchmark information, respectively, for various time periods. The Board noted management’s explanation that analysis of investment performance, in absolute terms, is less relevant than it is for actively managed funds, given the Funds’ 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 correlation of performance verses the benchmark (or relevant multiple thereof). The Board reviewed information regarding each Fund’s correlation of returns to the benchmark, discussing, as applicable, factors which contributed to each Fund’s correlation of returns. The Board noted underperformance by each Fund relative to its benchmark (or relevant multiple thereof) 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, cash drag, the process of rebalancing the Funds’ portfolios and regulatory requirements, such as limits on leverage risk from the use of derivatives. The Board noted management’s representations that the Funds’ performance correlation of returns versus target performance was within the range of what was expected. The Board concluded that, after taking these factors into account, each Fund’s correlation of returns versus target performance was satisfactory.

 

The Board further noted that it had received and would continue to receive regular reports regarding each Fund’s performance, including with respect to how well it is achieving its investment objective, 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 the Adviser using data received from an independent third party. Among other information, the Board noted that the advisory fee for AWAY is higher than the average and median expense ratios for its peer group and that with respect to AWYX, the advisory fee is lower than the average and median expense ratios for its peer group. 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 and, therefore, the information provided about the comparable ETFs may not provide meaningful direct comparisons to the Funds.

 

34 

 

 

ETFMG Travel Tech ETF 

ETFMG 2x Daily Travel Tech ETF

 

APPROVAL OF ADVISORY AGREEMENT AND BOARD CONSIDERATIONS 

For the Period Ended March 31, 2023 (Unaudited) (Continued)

 

 

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.

 

The Board also evaluated the compensation and other benefits received by the Adviser from its relationship with the Funds, taking into account profitability information provided by the Adviser. The Board received and reviewed profitability information on a fund by fund basis and considered how profit margins could affect the Adviser’s long-term viability and ability to attract and retain high-quality personnel. The Board also considered the impact on the Adviser’s profitability of payments made to, or received from, partners involved with certain of the Funds. Based on the information provided to the Trustees, the Trustees concluded that the net revenue retained 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.

 

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 concluded that no changes to the advisory fee structure of the Funds were necessary.

 

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 fee is reasonable in light of the services that the Adviser provides to the Funds; and (c) approved the renewal of the Advisory Agreement for another year.

 

35 

 

 

ETFMG TM ETFs

 

Expense Example 

Period Ended March 31, 2023 (Unaudited)

 

 

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.

 

                      Annualized  
                      Expense  
                      Ratio  
                      During the  
    Beginning     Ending           Period  
    Account     Account           October 1,  
    Value     Value     Expenses     2022 to  
    October 1,     March 31,     Paid During     March 31,  
Fund Name   2022     2023     the Period^     2023  
ETFMG Travel Tech ETF                                
Actual   $ 1,000.00     $ 1,093.50     $ 4.23       0.81 %
Hypothetical (5% annual)     1,000.00       1,020.89       4.08       0.81 %
ETFMG 2x Daily Travel Tech ETF                                
Actual     1,000.00       1,075.10       4.91       0.95 %
Hypothetical (5% annual)     1,000.00       1,020.19       4.78       0.95 %

 

^ The dollar amounts shown as expenses paid during the period are equal to the annualized six-month expense ratio multiplied by the average account value during the period, multiplied by 182/365 (to reflect the one-half year period).

 

36 

 

 

ETFMG TM ETFs

 

STATEMENT REGARDING LIQUIDITY RISK MANAGEMENT PROGRAM 

March 31, 2023 (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 Travel Tech ETF and ETFMG 2x Daily 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 23, 2023, the Program Administrator 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 period from March 1, 2022 through March 1, 2023 (the “Reporting Period”). No significant liquidity events impacting any Fund were noted in the report and it was represented that, as of December 31, 2022, each Fund was primarily highly liquid and, during the Reporting Period, each Fund held less than 15% in illiquid securities. In addition, the Program Administrator provided its assessment that Program implementation was effective and that the Program operated adequately and effectively to enable the Program Administrator to oversee and manage liquidity risk and ensure each Fund is able to meet requests to redeem shares without significant dilution to the remaining investors’ interest in the Fund.

 

There can be no assurance that the Program will achieve its objectives in the future. Please refer to your Fund’s prospectus for more information regarding the Fund’s exposure to liquidity risk and other principal risks to which an investment in the Fund may be subject.

 

37 

 

 

ETFMG TM ETFs

 

SUPPLEMENTARY INFORMATION 

March 31, 2023 (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, 2022, 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
ETFMG Travel Tech ETF 0.00%
ETFMG 2x Daily Travel Tech ETF 0.00%

 

For corporate shareholders, the percent of ordinary income distributions qualifying for the corporate dividends received deduction for the fiscal year ended September 30, 2022 was as follows:

 

Fund Name Dividends Received Deduction
ETFMG Travel Tech ETF 0.00%
ETFMG 2x Daily Travel Tech ETF 0.00%

 

Short Term Capital Gain 

The percentage of taxable ordinary income distributions that are designated as short-term capital gain distributions under Internal Revenue Section 871 (k)(2)(C) for each Fund were as follows:

 

Fund Name Short-Term Capital Gain
ETFMG Travel Tech ETF 0.00%
ETFMG 2x Daily Travel Tech ETF 0.00%

 

During the year ended September 30, 2022, the Funds did not declare any long-term realized gains distributions.

 

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 Part F of Form N-PORT. The Funds’ Part F of Form N-PORT is available on the website of the SEC at www.sec.gov and the Funds’ website at www.etfmgfunds.com. Each Fund’s portfolio holdings are posted on their website at www.etfmgfunds.com daily.

 

38 

 

 

ETFMG TM ETFs

 

SUPPLEMENTARY INFORMATION 

March 31, 2023 (Unaudited) (Continued)

 

 

NOTE 4 – INFORMATION ABOUT PROXY VOTING

 

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

 

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

 

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

 

39 

 

 

ETFMG TM 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). 15 None
John A. Flanagan,
 (1946)
Treasurer (since 2015) President, John A. Flanagan CPA, LLC (accounting services) (since 2010); Treasurer, ETF Managers Trust (since 2015); Chief Financial Officer, ETF Managers Capital, LLC (commodity pool operator) (since 2015). n/a Independent Trustee - Absolute Shares Trust (since 2014) (4 portfolios)
Kevin Hourihan
(1978)
Chief Compliance Officer (since 2016) Senior Principal Consultant, Fund Chief Compliance Officer, ACA Global, LLC (since 2022); Chief Compliance Officer, Ashmore Funds (2017-2022); Chief Compliance Officer, Ashmore Investment Management (US) Corp (2014-2022); Chief Compliance Officer, Ashmore Equities Investment Management (2015-2019). n/a n/a
Matthew J. Bromberg
 (1973)
Assistant Secretary (since 2020) Chief Compliance Officer of ETF Managers Group, LLC (since 2022); General Counsel and Secretary of Exchange Traded Managers Group LLC (since 2020); ETF Managers Group LLC (since 2020); ETFMG Financial LLC (since 2020); ETF Managers Capital LLC (since 2020); Partner of Dorsey & Whitney LLP (law firm) (2019-2020); General Counsel of WBI Investments, Inc. (2016-2019); Millington Securities, Inc. (2016-2019). n/a n/a
* Mr. Masucci is an interested Trustee by virtue of his role as the Chief Executive Officer of the Adviser.

 

40 

 

 

ETFMG TM 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
Benjamin F. Yuro
(1990)
Assistant Treasurer (since 2022) Product Controller, ETF Managers Group, LLC (since 2021); Senior Associate – Private Equity, SS&C Technologies (2020-2021); Senior Accountant – Financial Services, WithumSmith+Brown, PC (2016-2020). n/a n/a
Terry Loebs
(1963)
Trustee (since 2014); Lead Independent Trustee (since 2020) Founder and Managing Member, Pulsenomics LLC (index product development and consulting firm) (since 2011); Managing Director, MacroMarkets, LLC (exchange-traded products firm) (2006-2011). 15 None
Eric Wiegel
(1960)
Trustee (since 2020) Managing Partner, Global Focus Capital LLC (since 2013); Senior Portfolio Manager, Little House Capital (2019-2021); Chief Investment Officer, Insight Financial Strategist LLC (2017-2018). 15 None

 

41 

 

 

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 

U.S. Bank National Association

 

Custody Operations 

1555 North River Center Drive, Suite 302, Milwaukee, Wisconsin 53212

 

Transfer Agent 

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

615 East Michigan Street, Milwaukee, Wisconsin 53202

 

Securities Lending Agent 

U.S. Bank, National Association 

Securities Lending 

800 Nicolet Mall 

Minneapolis, MN 55402-7020

 

Independent Registered Public Accounting Firm 

WithumSmith + Brown, PC 

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

 

Legal Counsel 

Sullivan & Worcester LLP 

1666 K Street NW, Washington, DC 20006

 

 

 

 

 

 

Semi-Annual Report 

March 31, 2023 

(Unaudited)

 

AI Powered Equity ETF 

Ticker: AIEQ

 

 

 

 

 

The fund is a series of ETF Managers Trust.

 

 

 

 

AI Powered Equity ETF

 

TABLE OF CONTENTS 

March 31, 2023 (Unaudited)

 

  Page
Shareholder Letter 2
   
Growth of $10,000 Investment 4
   
Top 10 Holdings 5
   
Important Disclosures and Key Risk Factors 6
   
Portfolio Allocations 7
   
Schedule of Investments 8
   
Statement of Assets and Liabilities 14
   
Statement of Operations 15
   
Statements of Changes in Net Assets 16
   
Financial Highlights 17
   
Notes to the Financial Statements 18
   
Approval of Advisory Agreements and Board Considerations 27
   
Expense Example 31
   
Statement Regarding Liquidity Risk Management Program 32
   
Supplementary Information 33
   
Information About Portfolio Holdings 33
   
Information About Proxy Voting 34
   
Trustees and Officers Table 35

 

 

 

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, 2022 to March 31, 2023.

 

Market Overview

 

The pace of inflation, as measured by the Consumer Price Index, showed signs of easing, and together with positive corporate earnings results and the prospect of lower interest rates, resulted in improved stock performance in late 2022. Stocks and bonds generally rallied in January, pulling back when reports of rising prices caused concern that the U.S. Federal Reserve would raise interest rates more than expected. Investor worries escalated in February with all three major U.S. stock indexes recording a loss for the month. While more broadly the first few months of 2023 have seen U.S. economic growth and a strong jobs market, macroeconomic headwinds continued to challenge stock markets during the period. Rising interest rates, supply chain disruptions, the Russia-Ukraine War, and a slowdown in global growth weighed on investor sentiment along with fears that the Fed’s monetary tightening would push the economy into a recession.

 

These conditions have impacted the Fund’s performance during the period, among other factors, and the value of an investment in the Fund. We encourage you to talk with your financial advisor and visit etfmg.com for further insight into investing in today’s markets.

 

Performance Overview

 

The AI Powered Equity ETF is actively managed and seeks capital appreciation. Over the 6- month period ended March 31, 2023, the total return for the Fund was 1.29%, while the total return for its benchmark, the S&P 500 Index, was 15.62%. The best performers in the Fund, on the basis of contribution to return were Ambarella Inc, GameStop Corp, Roku Inc, Moderna Inc, and Constellation Energy, while the worst performers were Novavax Inc, Unity Software Inc, Southwestern Energy Co, CrowdStrike Holdings Inc., and Affirm Holdings Inc.

 

During the reporting period, the Fund saw an average approximate allocation of 17.29% to the health care sector, 14.94% to Financials, and 13.81% to Consumer Discretionary. The portfolio holdings of the Fund are solely exposed to the United States. During periods of market volatility, such as during the reporting period, the Fund will buy and sell securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when the Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance.

 

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 200 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.

 

2 

 

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

 

Sincerely,

 

 

Samuel Masucci III 

Chairman of the Board

 

3 

 

 

AI Powered Equity ETF 

Growth of $10,000 (Unaudited)

 

 

Average Annual Returns
Period Ended March 31, 2023
  1 Year
Return
    5 Year
Return
    Since
Inception
(10/17/17)
    Value of
$10,000
(3/31/2023)
 
AI Powered Equity ETF (NAV)     -20.41 %     4.88 %     5.31 %   $ 13,259  
AI Powered Equity ETF (Market)     -20.67 %     4.74 %     5.19 %   $ 13,173  
S&P 500 Index     -7.73 %     11.19 %     11.03 %   $ 17,691  

 

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.

 

4 

 

 

AI Powered Equity ETF

 

 

Top Ten Holdings as of March 31, 2023 (Unaudited)*

 

        Security   % of Total
Investments
 
1     Affirm Holdings, Inc. 4.40 %
2     Vertex Pharmaceuticals, Inc. 4.00 %
3     Pinterest, Inc. - Class A 3.66 %
4     Intuitive Surgical, Inc. 3.56 %
5     Sunrun, Inc.   3.18 %
6     GameStop Corp. - Class A 3.12 %
7     Tesla, Inc. 3.06 %
8     Match Group, Inc. 2.97 %
9     Zscaler, Inc. 2.80 %
10     First Republic Bank 2.64 %
           
      Top Ten Holdings = 33.39% of Total Investments     
      * Current Fund holdings may not be indicative of future Fund holdings.    

 

5 

 

 

AI Powered Equity ETF

 

Important Disclosures and Key Risks Factors

 

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

 

AIEQ

 

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

 

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

 

The Fund is actively -managed and may not meet its investment objective based on the success or failure of the EquBot Model to identify investment opportunities. Fund holdings are subject to change. For full holdings information, please visit www.etfmg.com.

 

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

 

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

 

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

 

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

 

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

 

6 

 

 

AI Powered Equity ETF

 

PORTFOLIO ALLOCATIONS 

As of March 31, 2023 (Unaudited)

 

 

    AI Powered Equity ETF  
As a percent of Net Assets:      
Bermuda   0.1 %
Netherlands   0.1  
Puerto Rico   0.1  
United Kingdom   0.4  
United States   99.2  
Short-Term and other Net Assets (Liabilities)   0.1  
    100.0 %

7 

 

 

AI Powered Equity ETF

 

Schedule of Investments 

March 31, 2023 (Unaudited) 

 

    Shares     Value  
COMMON STOCKS - 99.9%                
Bermuda - 0.1%                
Financial Services- 0.1%                
Essent Group, Ltd.     2,793     $ 111,860  
                 
Netherlands - 0.1%                
Biotechnology - 0.1%                
uniQure NV (a)     5,810       117,013  
                 
Puerto Rico - 0.1%                
Banks - 0.1%                
Popular, Inc.     1,645       94,439  
                 
United Kingdom - 0.4%                
Pharmaceuticals - 0.4%                
Royalty Pharma PLC - Class A     12,103       436,071  
                 
United States - 99.2%                
Aerospace & Defense - 1.2%                
Northrop Grumman Corp.     2,414       1,114,592  
Parsons Corp. (a)     4,104       183,613  
Total Aerospace & Defense             1,298,205  
Air Freight & Logistics - 0.3%                
GXO Logistics, Inc. (a)     7,644       385,716  
Automobiles - 4.0%                
Fisker, Inc. (a)(b)     84,111       516,442  
Tesla, Inc. (a)     18,785       3,897,135  
Total Automobiles             4,413,577  
Banks - 7.5%                
BankUnited, Inc.     18,844       425,498  
First Republic Bank (b)     240,033       3,358,062  
Home BancShares, Inc.     10,315       223,939  
Huntington Bancshares, Inc.     128,898       1,443,658  
KeyCorp (b)     44,927       562,486  
SOFI Technologies, Inc. (a)(b)     119,877       727,653  
Synovus Financial Corp.     26,394       813,727  
Truist Financial Corp.     21,354       728,171  
Total Banks             8,283,194  
Beverages - 1.1%                
Boston Beer Co., Inc. - Class A     2,056       675,807  
Coca-Cola Consolidated, Inc.     961       514,212  
Total Beverages             1,190,019  
Biotechnology - 6.3%                
Arcus Biosciences, Inc. (a)     14,076       256,746  
BioCryst Pharmaceuticals, Inc. (a)     68,108       568,021  
Bridgebio Pharma, Inc. (a)     13,597       225,438  
Exact Sciences Corp. (a)     6,675       452,632  

 

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

 

8 

 

AI Powered Equity ETF

 

Schedule of Investments 

March 31, 2023 (Unaudited) (Continued)

 

    Shares     Value  
Fate Therapeutics, Inc. (a)     6,359     $ 36,246  
Regeneron Pharmaceuticals, Inc. (a)     253       207,883  
Travere Therapeutics, Inc. (a)     6,378       143,441  
Vertex Pharmaceuticals, Inc. (a)     16,153       5,089,326  
Total Biotechnology             6,979,733  
Broadline Retail - 0.4%                
Ollie’s Bargain Outlet Holdings, Inc. (a)     6,988       404,885  
Building Products - 2.5%                
Advanced Drainage Systems, Inc.     2,530       213,051  
Builders FirstSource, Inc. (a)     28,361       2,517,890  
Total Building Products             2,730,941  
Capital Markets - 0.1%                
Open Lending Corp. - Class A (a)     13,374       94,153  
Chemicals - 3.5%                
Air Products and Chemicals, Inc.     10,689       3,069,987  
International Flavors & Fragrances, Inc.     9,082       835,181  
Total Chemicals             3,905,168  
Commercial Services & Supplies - 0.2%                
Brink’s Co.     4,308       287,774  
Communications Equipment - 0.1%                
Clearfield, Inc. (a)     1,727       80,444  
Construction & Engineering - 0.5%                
Ameresco, Inc. - Class A (a)     5,881       289,463  
MasTec, Inc. (a)     2,402       226,845  
Total Construction & Engineering             516,308  
Construction Materials - 0.3%                
Martin Marietta Materials, Inc.     830       294,700  
Consumer Staples Distribution & Retail - 1.5%                
Albertsons Cos., Inc. - Class A     15,341       318,786  
Grocery Outlet Holding Corp. (a)     5,749       162,467  
Performance Food Group Co. (a)     7,589       457,920  
Sprouts Farmers Market, Inc. (a)(b)     14,671       513,925  
United Natural Foods, Inc. (a)     7,795       205,398  
Total Consumer Staples Distribution & Retail             1,658,496  
Containers & Packaging - 0.6%                
Graphic Packaging Holding Co.     25,916       660,599  
Electrical Equipment - 4.8%                
Array Technologies, Inc. (a)     31,900       697,973  
Bloom Energy Corp. - Class A (a)     10,680       212,852  
ChargePoint Holdings, Inc. (a)(b)     37,320       390,740  
Sunrun, Inc. (a)     200,768       4,045,476  
Total Electrical Equipment             5,347,041  
Energy Equipment & Services - 0.2%                
Cactus, Inc. - Class A     4,457       183,762  
Entertainment - 4.5%                
AMC Entertainment Holdings, Inc. (a)     226,922       1,136,879  
Cinemark Holdings, Inc. (a)     28,571       422,565  
Electronic Arts, Inc.     4,069       490,111  

 

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

 

9 

 

 

AI Powered Equity ETF

 

Schedule of Investments 

March 31, 2023 (Unaudited) (Continued) 

 

    Shares     Value  
Liberty Media Corp-Liberty Formula One - Class C (a)     2,301     $ 172,184  
Netflix, Inc. (a)     7,115       2,458,091  
Warner Music Group Corp.     8,204       273,767  
Total Entertainment             4,953,597  
Financial Services - 5.6%                
Affirm Holdings, Inc. (a)     496,733       5,598,181  
Rocket Cos., Inc. - Class A (a)(b)     11,571       104,833  
Voya Financial, Inc.     7,452       532,520  
Total Financial Services             6,235,534  
Food Products - 1.5%                
Beyond Meat, Inc. (a)     28,996       470,605  
Freshpet, Inc. (a)     7,031       465,382  
General Mills, Inc. (b)     8,092       691,543  
Total Food Products             1,627,530  
Ground Transportation - 1.3%                
ArcBest Corp.     1,998       184,655  
Avis Budget Group, Inc. (a)(b)     3,467       675,371  
Knight-Swift Transportation Holdings, Inc.     6,688       378,407  
Uber Technologies, Inc. (a)     7,544       239,145  
Total Ground Transportation             1,477,578  
Health Care Equipment & Supplies - 6.2%                
Baxter International, Inc.     2,805       113,771  
CONMED Corp.     2,279       236,697  
Glaukos Corp. (a)     7,637       382,614  
Intuitive Surgical, Inc. (a)     17,773       4,540,467  
iRhythm Technologies, Inc. (a)     743       92,154  
Nevro Corp. (a)     8,198       296,358  
Shockwave Medical, Inc. (a)(b)     1,314       284,915  
STAAR Surgical Co. (a)     6,355       406,402  
Teleflex, Inc.     2,005       507,887  
Total Health Care Equipment & Supplies             6,861,265  
Health Care Providers & Services - 0.5%                
Cross Country Healthcare, Inc. (a)     3,358       74,951  
Privia Health Group, Inc. (a)     6,795       187,610  
Quest Diagnostics, Inc.     2,377       336,297  
Total Health Care Providers & Services             598,858  
Household Durables - 0.8%                
Green Brick Partners, Inc. (a)     4,444       155,807  
KB Home     11,681       469,342  
LGI Homes, Inc. (a)     2,551       290,891  
Total Household Durables             916,040  
Insurance - 0.3%                
American Equity Investment Life Holding Co.     8,056       293,963  
Interactive Media & Services - 7.7%                
Match Group, Inc. (a)     98,687       3,788,594  
Pinterest, Inc. - Class A (a)     170,918       4,660,934  
Snap, Inc. - Class A (a)     13,680       153,353  
Total Interactive Media & Services             8,602,881  

 

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

 

10 

 

 

AI Powered Equity ETF

 

Schedule of Investments 

March 31, 2023 (Unaudited) (Continued) 

 

    Shares     Value  
IT Services - 2.2%                
Cloudflare, Inc. - Class A (a)     5,915     $ 364,719  
DXC Technology Co. (a)     30,746       785,867  
EPAM Systems, Inc. (a)(b)     2,384       712,816  
Fastly, Inc. - Class A (a)(b)     33,501       594,978  
Total IT Services             2,458,380  
Leisure Products - 0.3%                
Peloton Interactive, Inc. - Class A (a)     31,727       359,784  
Life Sciences Tools & Services - 0.9%                
10X Genomics, Inc. - Class A (a)     4,258       237,554  
Azenta, Inc. (a)     2,964       132,254  
Bruker Corp.     1,186       93,504  
Pacific Biosciences of California, Inc. (a)     47,036       544,677  
Total Life Sciences Tools & Services             1,007,989  
Machinery - 1.1%                
Chart Industries, Inc. (a)     4,606       577,592  
Greenbrier Cos., Inc.     7,965       256,234  
RBC Bearings, Inc. (a)     1,715       399,132  
Total Machinery             1,232,958  
Media - 0.6%                
Cable One, Inc.     543       381,186  
Sinclair Broadcast Group, Inc. - Class A     19,396       332,835  
Total Media             714,021  
Metals & Mining - 1.8%                
Alpha Metallurgical Resources, Inc.     5,730       893,881  
Kaiser Aluminum Corp.     1,867       139,334  
Reliance Steel & Aluminum Co.     1,949       500,386  
Warrior Met Coal, Inc.     11,672       428,479  
Total Metals & Mining             1,962,080  
Oil, Gas & Consumable Fuels - 8.1%                
APA Corp. (b)     33,836       1,220,126  
Callon Petroleum Co. (a)     18,930       633,019  
CONSOL Energy, Inc. (b)     6,560       382,251  
Denbury, Inc. (a)     5,408       473,903  
Earthstone Energy, Inc. - Class A (a)     34,054       443,043  
Marathon Oil Corp.     104,665       2,507,774  
Northern Oil and Gas, Inc.     12,230       371,181  
Pioneer Natural Resources Co.     8,050       1,644,132  
Range Resources Corp.     8,864       234,630  
Talos Energy, Inc. (a)     4,643       68,902  
Vertex Energy, Inc. (a)     17,151       169,452  
Vital Energy, Inc. (a)     17,334       789,390  
Total Oil, Gas & Consumable Fuels             8,937,803  
Personal Care Products - 0.8%                
BellRing Brands, Inc. (a)     7,631       259,454  
Coty, Inc. - Class A (a)(b)     36,082       435,149  
elf Beauty, Inc. (a)     2,561       210,898  
Total Personal Care Products             905,501  

 

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

 

11 

 

 

AI Powered Equity ETF

 

Schedule of Investments 

March 31, 2023 (Unaudited) (Continued)

 

    Shares     Value  
Pharmaceuticals - 2.8%                
Zoetis, Inc.     19,062     $ 3,172,679  
Professional Services - 0.7%                
Broadridge Financial Solutions, Inc.     2,905       425,786  
Upwork, Inc. (a)     31,752       359,433  
Total Professional Services             785,219  
Real Estate Investment Trusts (REITs) - 1.3%                
ARMOUR Residential REIT, Inc. (b)     58,619       307,750  
Chimera Investment Corp.     71,924       405,651  
Hannon Armstrong Sustainable Infrastructure Capital, Inc.     21,499       614,871  
Ready Capital Corp.     11,456       116,508  
Total Real Estate Investment Trusts (REITs)             1,444,780  
Real Estate Management & Development - 1.2%                
Opendoor Technologies, Inc. (a)(b)     356,606       627,626  
Zillow Group, Inc. - Class A (a)     9,498       415,063  
Zillow Group, Inc. - Class C (a)     5,793       257,615  
Total Real Estate Management & Development             1,300,304  
Semiconductors & Semiconductor Equipment - 0.6%                
SolarEdge Technologies, Inc. (a)     2,256       685,711  
Software - 4.8%                
AppLovin Corp. - Class A (a)(b)     20,770       327,128  
C3.ai, Inc. - Class A (a)(b)     8,967       301,022  
Digital Turbine, Inc. (a)     30,554       377,647  
DoubleVerify Holdings, Inc. (a)     5,780       174,267  
Fortinet, Inc. (a)     8,369       556,204  
Zscaler, Inc. (a)(b)     30,500       3,563,315  
Total Software             5,299,583  
Specialized REITs - 0.2%                
PotlatchDeltic Corp.     4,132       204,534  
Specialty Retail - 5.4%                
Carvana Co. (a)(b)     153,905       1,506,730  
GameStop Corp. - Class A (a)(b)     172,813       3,978,154  
Revolve Group, Inc. (a)     13,460       353,998  
Wayfair, Inc. - Class A (a)     4,089       140,416  
Total Specialty Retail             5,979,298  
Textiles, Apparel & Luxury Goods - 2.9%                
Deckers Outdoor Corp. (a)     312       140,260  
Lululemon Athletica, Inc. (a)(b)     8,468       3,083,961  
Total Textiles, Apparel & Luxury Goods             3,224,221  
Total United States             109,956,806  
TOTAL COMMON STOCKS (Cost $105,609,023)             110,716,189  
                 
INVESTMENTS PURCHASED WITH PROCEEDS FROM                
SECURITIES LENDING COLLATERAL - 14.6%                
Mount Vernon Liquid Assets Portfolio, LLC, 4.93% (c)     16,131,202       16,131,202  
TOTAL INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL (Cost $16,131,202)             16,131,202  

 

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

 

12 

 

 

AI Powered Equity ETF

 

Schedule of Investments 

March 31, 2023 (Unaudited) (Continued)

 

    Shares     Value  
SHORT-TERM INVESTMENTS - 0.5%                
Money Market Funds - 0.5%                
First American Government Obligations Fund - Class X, 4.64% (c)     520,688     $ 520,688  
TOTAL SHORT TERM INVESTMENTS (Cost $520,688)             520,688  
                 
Total Investments (Cost $122,260,913) - 114.9%             127,368,079  
Liabilities in Excess of Other Assets - (14.9)%             (16,521,606 )
TOTAL NET ASSETS - 100.0%           $ 110,846,473  

 

Percentages are stated as a percent of net assets.

 

PLC Public Limited Company
(a) Non-income producing security.

(b) All or a portion of this security was out on loan at March 31, 2023.

(c) The rate shown is the annualized seven-day yield at period end.

 

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.

 

13 

 

 

AI Powered Equity ETF

 

STATEMENT OF ASSETS AND LIABILITIES 

As of March 31, 2023 (Unaudited)

 

 

    AI Powered
Equity ETF
 
ASSETS        
Investments in securities, at value*   $ 127,368,079  
Receivables:        
Dividends and interest receivable     93,215  
Securities lending income receivable     67,513  
Receivable for investments sold     721,339  
Total Assets     128,250,146  
       
LIABILITIES        
Collateral received for securities loaned (Note 7)     16,131,202  
Payables:        
Payable for investments purchased     471,753  
Payable for fund shares redeemed     729,230  
Unitary fees payable     71,488  
Total Liabilities     17,403,673  
Net Assets   $ 110,846,473  
         
NET ASSETS CONSIST OF:        
Paid-in Capital   $ 170,528,269  
Total distributable earnings (accumulated losses)     (59,681,796 )
Net Assets   $ 110,846,473  
         
*Identified Cost:        
Investments in securities   $ 122,260,913  
         
Shares Outstanding^     3,800,000  
Net Asset Value, Offering and Redemption Price per Share   $ 29.17  

 

^       No par value, unlimited number of shares authorized

 

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

 

14 

 

 

AI Powered Equity ETF

 

STATEMENT OF OPERATIONS 

For the Period Ended March 31, 2023 (Unaudited) 

 

    AI Powered
Equity ETF
 
INVESTMENT INCOME        
Income:        
Dividends from investments (net of foreign withholdings tax of $4,785)   $ 506,148  
Interest     11,529  
Securities lending income     356,001  
Total Investment Income     873,678  
         
Expenses:        
Unitary fees     394,886  
Total Expenses     394,886  
Net Investment Income     478,792  
         
REALIZED & UNREALIZED GAIN (LOSS) ON INVESTMENTS        
Net Realized Gain (Loss) on:        
Investments     (18,878,431 )
In-Kind Redemptions     128,096  
Net Realized Gain (Loss) on Investments and In-Kind Redemptions     (18,750,335 )
Net Change in Unrealized Appreciation/Depreciation of: Investments     17,394,182  
Net Change in Unrealized Appreciation/Depreciation of Investments     17,394,182  
Net Realized and Unrealized Loss on Investments     (1,356,153 )
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS   $ (877,361 )

 

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

 

15 

 

 

AI Powered Equity ETF

 

STATEMENTS OF CHANGES IN NET ASSETS

 

 

    Period
Ended
March 31,
2023
(Unaudited)
    Year Ended
September 30,
2022
 
OPERATIONS                
Net investment income   $ 478,792     $ 337,785  
Net realized loss on investments and in-kind redemptions     (18,750,335 )     (27,977,960 )
Net change in unrealized appreciation/depreciation of investments     17,394,182       (14,563,258 )
Net decrease in net assets resulting from operations     (877,361 )     (42,203,433 )
                 
DISTRIBUTIONS TO SHAREHOLDERS                
Total distributions from distributable earnings     (450,164 )     (2,903,688 )
                 
CAPITAL SHARE TRANSACTIONS                
Net increase (decrease) in net assets derived from net change in                
outstanding shares     13,113,708       (23,394,942 )
Net increase (decrease) in net assets     11,786,183       (68,502,063 )
                 
NET ASSETS                
Beginning of Period/Year     99,060,290       167,562,353  
End of Period/Year   $ 110,846,473       99,060,290  

 

Summary of share transactions is as follows:

 

      Period Ended
March 31, 2023
(Unaudited)
    Year Ended
September 30, 2022
 
      Shares     Amount     Shares     Amount  
Shares Sold     700,000     $ 22,808,030     4,550,000     $ 187,547,448  
Shares Redeemed     (325,000 )     (9,694,322 )   (5,200,000 )     (210,942,390 )
Net Transactions in Fund Shares     375,000     $ 13,113,708     (650,000 )   $ (23,394,942 )
                               
Beginning Shares     3,425,000             4,075,000          
Ending Shares     3,800,000             3,425,000          

 

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

 

16 

 

 

AI Powered Equity ETF

 

FINANCIAL HIGHLIGHTS 

For a capital share outstanding throughout each period/year 

 

   

Period Ended

March 31, 2023

(Unaudited)

   

Year Ended

September 30, 2022

   

Year Ended

September 30, 2021

   

Year Ended

September 30, 2020

   

Year Ended

September 30, 2019

   

Period Ended

September 30, 2018 1

 
                                     
Net Asset Value, Beginning of Period/Year   $ 28.92     $ 41.12     $ 30.72     $ 26.19     $ 29.50     $ 25.00  
Income (Loss) from                                                
Investment Operations:                                                
Net investment income (loss)2     0.14       0.09       (0.03 )     0.14       0.16       0.14  
Net realized and unrealized gain (loss) on Investments     0.23       (11.57 )     10.47       4.52       (1.41 )     4.49  
Total from investment operations     0.37       (11.48 )     10.44       4.66       (1.25 )     4.63  
Less Distributions:                                                
Distributions from net                                                
investment income     (0.12 )           (0.04 )     (0.13 )     (0.17 )     (0.12 )
Net realized gains     —         (0.72 )                 (1.89 )     (0.01 )
Total distributions     (0.12 )     (0.72 )     (0.04 )     (0.13 )     (2.06 )     (0.13 )
Net asset value, end of period/year   $ 29.17     $ 28.92     $ 41.12     $ 30.72     $ 26.19     $ 29.50  
Total Return     1.29 %3     (28.45 )%     34.00 %     17.94 %     (2.32 )%     18.53 %3
                                                 
Ratios/Supplemental Data:                                                
Net Assets at end of period/year (000’s)   $ 110,846     $ 99,060     $ 167,562     $ 92,933     $ 114,573     $ 206,472  
                                                 
Expenses to Average Net Assets     0.75 %4     0.75 %     0.75 %     0.75 %     0.75 %     0.75 %4
Net Investment Income (Loss)                                                
to Average Net Assets     0.91 %4     0.24 %     (0.09 )%     0.49 %     0.64 %     0.52 %4
Portfolio Turnover Rate     1336 %3     1708 %     540 %     239 %     129 %     260 %3

 

1 Commencement of operations on October 17, 2017.
2 Calculated based on average shares outstanding during the period/year.
3 Not annualized.
4 Annualized.

 

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

 

17 

 

 

AI Powered Equity ETF

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2023 (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 Participant”). 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 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.

 

18 

 

 

AI Powered Equity ETF

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2023 (Unaudited) (Continued) 

 

Securities for which quotations are not readily available are valued at their respective fair values as determined in good faith by ETF Managers Group, LLC (the “Adviser”), using procedures adopted 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, 2023, 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.

 

19 

 

 

AI Powered Equity ETF

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2023 (Unaudited) (Continued) 

 

The following table presents a summary of the Fund’s investments in securities, at fair value, as of March 31, 2023:

 

AI Powered Equity ETF

 

Assets^   Level 1     Level 2     Level 3     Total  
Common Stocks   $ 110,716,189     $     $     $ 110,716,189  
Short-Term Investments     520,688                   520,688  
Investments Purchased with Securities                                
Lending Collateral*                       16,131,202  
Total Investments in Securities   $ 111,236,877     $     $     $ 127,368,079  

 

^ 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 2022 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, 2023, management has reviewed the tax positions for open periods (for Federal purposes, three years from the date of filing and for state purposes, generally a range of three to 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.

 

20 

 

 

AI Powered Equity ETF

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2023 (Unaudited) (Continued)

 

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

 

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

 

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

 

G. Share Valuation. The 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 NAV per share.

 

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

 

NOTE 3 – RISK FACTORS

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

 

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

 

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.

 

21 

 

 

AI Powered Equity ETF

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2023 (Unaudited) (Continued) 

 

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.

 

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.

 

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

 

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

 

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

 

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

 

22 

 

 

AI Powered Equity ETF

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2023 (Unaudited) (Continued) 

 

On February 24, 2022, Russia commenced a military attack on Ukraine. The outbreak of hostilities between the two countries could result in more widespread conflict and could have a severe adverse effect on the region and the markets. In addition, sanctions imposed on Russia by the United States and other countries, and any sanctions imposed in the future could have a significant adverse impact on the Russian economy and related markets. The price and liquidity of investments may fluctuate widely as a result of the conflict and related events. How long such conflict and related events will last and whether it will escalate further cannot be predicted, nor its effect on the Fund.

 

A complete description of the principal risks is included in the Fund’s prospectus under the heading “Principal Investment Risks.”

 

NOTE 4 – MANAGEMENT AND OTHER CONTRACTS

 

The Adviser serves as the investment Adviser to the Fund. Pursuant to an Investment Advisory Agreement (“Advisory Agreement”) between the Trust, on behalf of the Fund, and the Adviser, the Adviser 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 Adviser 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 Adviser 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 Adviser at an annual rate of 0.75% of the Fund’s average daily net assets. The Adviser 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 Adviser has agreed to pay all expenses of the Fund, except for: the fee paid to the Adviser pursuant to the Investment Advisory Agreement, interest charges on any borrowings, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, extraordinary expenses, and distribution (12b-1) fees and expenses (collectively, “Excluded Expenses”). The Adviser has entered into an Agreement with its affiliate, ETFMG Financial, LLC, to serve as distributor the Fund (the “Distributor”). The Distributor provides marketing support for the Fund, including distributing marketing materials related to the Fund.

 

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

 

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 Adviser compensates the Administrator for these services under an administration agreement between the two entities.

 

23 

 

 

AI Powered Equity ETF

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2023 (Unaudited) (Continued) 

 

The Adviser pays each independent Trustee a quarterly fee for service to the Fund. Each Trustee is also reimbursed by the Adviser for all reasonable out-of-pocket expenses incurred in connection with their 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 the Fund’s daily average net assets. For the period ended March 31, 2023, 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, 2023:

 

    Purchases     Sales  
AI Powered Equity ETF   $ 1,403,661,307     $ 1,401,275,210  

 

The costs of purchases and sales of in-kind transactions associated with creations and redemptions for the period ended March 31, 2023:

 

    Purchases In-
Kind
    Sales In-
Kind
 
AI Powered Equity ETF   $ 22,602,946     $ 9,526,288  

 

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, 2023.

 

NOTE 7 — SECURITIES LENDING

 

The Fund may lend up to 33 1⁄3% of the value of the securities in its portfolio to brokers, dealers and financial institutions (but not individuals) under terms of participation in a securities lending program administered by U.S. Bank N.A. (“the Custodian”). The securities lending agreement requires that loans are collateralized at all times in an amount equal to at least 102% of the value of any loaned securities at the time of the loan, plus accrued interest. The Fund receives compensation in the form of fees and earn interest on the cash collateral. The amount of fees depends on a number of factors including the type of security and length of the loan. The Fund continues to receive interest payments or dividends on the securities loaned during the borrowing period. Gain or loss in the fair value of securities loaned that may occur during the term of the loan will be for the account of the Fund. The Fund has the right under the terms of the securities lending agreement to recall the securities from the borrower on demand. The cash collateral is invested by the Custodian in accordance with approved investment guidelines. Those guidelines require the cash collateral to be invested in readily marketable, high quality, short -term obligations either directly on behalf of the Fund or through one or more joint accounts, money market funds, or short-term bond funds, including those advised by or affiliated with the Adviser; 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. Other investment companies, in which the Fund may invest cash collateral, can be expected to incur fees and expenses for operations, such as investment Advisory and administration fees, which would be in addition to those incurred by the Fund, and which may be received in full or in part by the Adviser. Pursuant to guidance issued by the SEC staff, fees and expenses of money market funds used for cash collateral received in connection with loans of securities are not treated as Acquired Fund Fees and Expenses, which reflect a fund’s pro rata share of the fees and expenses incurred by other investment companies in which the Fund invests (as disclosed in the Prospectus, as applicable). The Fund could also experience delays in recovering its securities and possible loss of income or value if the borrower fails to return the borrowed securities, although the Fund is indemnified from this risk by contract with the securities lending agent.

 

24 

 

 

AI Powered Equity ETF

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2023 (Unaudited) (Continued) 

 

As of March 31, 2023, 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   $ 16,217,764     $ 16,131,202  

 

* The cash collateral received was invested in the Mount Vernon Liquid Assets Portfolio, LLC, 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, 2022, were as follows:

 

    Cost     Gross
Unrealized Appreciation
    Gross
Unrealized Depreciation
    Net
Unrealized Appreciation (Depreciation)
 
AI Powered Equity ETF   $ 139,681,683     $ 425,239     $ (15,106,318 )   $ (14,681,079 )

 

    Undistributed
Ordinary
Income
    Undistributed
Long-Term
Gain
    Total
Distributable
Earnings
    Other
Accumulated
(Loss)
    Total
Accumulated
Gain
 
AI Powered Equity ETF   $ 105,914     $     $ 105,914     $ (43,779,106 )   $ (58,354,271 )

 

As of September 30, 2022, the Fund had accumulated capital loss carryovers of:

 

    Capital Loss
Carryover ST
    Capital Loss
Carryover LT
  Expires  
AI Powered Equity ETF   $ (43,783,881 )   None     Indefinite  

 

Under current tax law, capital and currency losses realized after October 31 of a fund’s fiscal year may be deferred and treated as occurring on the first business day of the following fiscal year for tax purposes. The Fund had deferred post -October capital and currency losses, which will be treated as arising on the first business day of the year ended September 30, 2022.

 

  Later Year Ordinary Loss   Post-October Loss
AI Powered Equity ETF None   None

 

25 

 

 

AI Powered Equity ETF

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2023 (Unaudited) (Continued) 

 

The tax character of distributions paid by the Fund during the fiscal period ended March 31, 2023 and fiscal year ended September 30, 2022 are as follows:

 

    Period Ended
March 31, 2023
    Year Ended
September 30, 2022
 
    From
Ordinary
Income
    From
Capital
Gains
    From
Ordinary
Income
    From
Capital
Gains
 
AI Powered Equity ETF   $ 450,164     $     $     $ 2,903,688  

 

NOTE 9 – LEGAL MATTERS

 

The Trust, the Adviser, and certain officers and affiliated persons of the Adviser (together with the Adviser, the “Adviser Defendants”) were named as defendants in an action filed December 21, 2021, in the Superior Court of New Jersey, Union County, captioned PureShares, LLC, d/b/a PureFunds et al. v. ETF Managers Group, LLC et al., Docket No. UNN-C-152-21 (the “NJ Action”). The NJ Action asserted breach of contract and other tort claims and sought damages in unspecified amounts and injunctive relief. On May 25, 2022, the court in the NJ Action dismissed with prejudice all claims asserted against the Trust, as well as all contract claims and all except one tort claim asserted against the Adviser Defendants.

 

As of March 31, 2023, there were no adjustments made to the accompanying financial statements based on the above legal matters.

 

NOTE 10 – SUBSEQUENT EVENTS

 

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

 

26 

 

 

AI Powered Equity ETF

 

APPROVAL OF ADVISORY AND SUB-ADVISORY AGREEMENTS AND BOARD CONSIDERATIONS

 

For the Period Ended March 31, 2023 (Unaudited) 

 

Pursuant to Section 15(c) of the Investment Company Act of 1940 (the “1940 Act”), at a meeting held on March 23, 2023, and continued on March 29, 2023, 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 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 23 and 29, 2023, 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, risk assessment and 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 renewal 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 an executive session held prior to the meeting and also conferred in executive sessions both with and without representatives of management before and during the meeting. The Independent Trustees requested, received and considered additional information arising out of these executive sessions.

 

27 

 

 

AI Powered Equity ETF

 

APPROVAL OF ADVISORY AND SUB-ADVISORY AGREEMENTS AND BOARD CONSIDERATIONS

For the Period Ended March 31, 2023 (Unaudited) (Continued) 

 

Nature, Extent and Quality of Services Provided by the Adviser

The Trustees considered the scope of services provided under the Advisory Agreement, noting that the Adviser provides investment management services to the Fund. The Board discussed the responsibilities of the Adviser, including: responsibility for the general management of the day-to- day investment and reinvestment of the assets of the Fund, based on recommendations provided by the Sub-Adviser; determining the daily baskets of deposit securities and cash components; executing portfolio security trades for purchases and redemptions of Fund shares conducted on a cash -in-lieu basis; responsibility for daily monitoring of tracking error and quarterly reporting to the Board, including with respect to liquidity; 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 and risk assessment infrastructure. The Board also considered the Adviser’s experience managing exchange-traded funds (“ETFs”), as well as the Adviser’s response to recent market volatility and uncertainty. The Board then considered the Adviser’s financial resources and information regarding the Adviser’s ability to support its management of the Fund and obligations under the unified fee arrangement, noting that the Adviser had provided its financial statements and other information about its financial commitments for the Board’s review.

 

The Board also 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 ended December 31, 2022, including the one-year, three-year, five-year and since inception periods. The Board also considered the Fund’s performance as compared to that of comparable ETFs, as determined by the Adviser (“peer group”) using data received from an independent third party. 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.

 

28 

 

 

AI Powered Equity ETF

 

APPROVAL OF ADVISORY AND SUB-ADVISORY AGREEMENTS AND BOARD CONSIDERATIONS

For the Period Ended March 31, 2023 (Unaudited) (Continued) 

 

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 the Adviser using data received from an independent third party. The Board noted that the expense ratio for the Fund is lower than the average and median expense ratios of its peer group.

 

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 (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 profitability information provided by the Adviser. The Board received and reviewed profitability information with respect to the Fund and considered how profit margins could affect the Adviser’s long-term viability and ability to attract and retain high-quality personnel. The Board also considered the impact on the Adviser’s profitability of payments made to partners involved with the Fund. Based on the information provided to the Trustees, the Trustees concluded that the net revenue retained 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.

 

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 concluded that no changes to the advisory fee structure of the Fund were necessary.

 

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.

 

29 

 

 

AI Powered Equity ETF

 

APPROVAL OF ADVISORY AND SUB-ADVISORY AGREEMENTS AND BOARD CONSIDERATIONS

For the Period Ended March 31, 2023 (Unaudited) (Continued) 

 

In its deliberations, the Board did not identify any single piece of information discussed above that was all-important, controlling or determinative of its decision.

 

Based on the Board’s deliberations and its evaluation of the information described above, the Board, including the Independent Trustees, unanimously: (a) concluded that the terms of the 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.

 

30 

 

 

AI Powered Equity ETF

 

Expense Example

Period Ended March 31, 2023 (Unaudited) 

 

As a shareholder of AI Powered Equity ETF (the “Fund”) you incur two types of costs: (1) transaction costs, including brokerage commissions on purchases and sales of Fund shares, and (2) ongoing costs, including management fees and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (October 1, 2022 to March 31, 2023).

 

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,
2022
    Ending
Account
Value
March 31,
2023
    Expenses
Paid
During
the
Period^
    Annualized
Expense
Ratio
During the
Period
October 1,
2022 to
March 31,
2023
 
AI Powered Equity ETF                                
Actual   $ 1,000.00     $ 1,012.90     $ 3.76       0.75 %
Hypothetical (5% annual)     1,000.00       1,021.19       3.78       0.75 %

 

^ The dollar amounts shown as expenses paid during the period are equal to the annualized six-month expense ratio multiplied by the average account value during the period, multiplied by 182/365 (to reflect the one-half year period).

 

31 

 

 

AI Powered Equity ETF

 

STATEMENT REGARDING LIQUIDITY RISK MANAGEMENT PROGRAM

March 31, 2023 (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 23, 2023, the Program Administrator 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 period from March 1, 2022 through March 1, 2023 (the “Reporting Period”). No significant liquidity events impacting the Fund were noted in the report and it was represented that, as of December 31, 2022, 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.

 

32 

 

 

AI Powered Equity ETF

 

SUPPLEMENTARY INFORMATION

March 31, 2023 (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.etfmgfunds.com.

 

NOTE 2 – FEDERAL TAX INFORMATION

 

Qualified Dividend Income/Dividends Received Deduction

 

For the fiscal year ended September 30, 2022, 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 Qualified Dividend Income
   
AI Powered Equity ETF 0.00%

 

For corporate shareholders, the percent of ordinary income distributions qualifying for the corporate dividends received deduction for the fiscal year ended September 30, 2022 was as follows:

 

Fund Name Dividends Received Deduction
   
AI Powered Equity ETF 0.00%

 

Short Term Capital Gain 

The percentage of taxable ordinary income distributions that are designated as short-term capital gain distributions under Internal Revenue Section 871 (k)(2)(C) for the Fund were as follows:

 

Fund Name Short-Term Capital Gain
   
AI Powered Equity ETF 0.00%

 

NOTE 3 – INFORMATION ABOUT PORTFOLIO HOLDINGS

 

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

 

33 

 

 

AI Powered Equity ETF

 

SUPPLEMENTARY INFORMATION

March 31, 2023 (Unaudited) (Continued) 

 

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

 

34 

 

 

AI Powered Equity ETF

 

Board of Trustees

 

 

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

 

Name and Year of
Birth
Position(s) Held
with the Trust,
Term of Office
and Length of
Time Served
Principal Occupation(s) During
Past 5 Years
Number of
Portfolios
in Fund
Complex
Overseen
By Trustee
Other
Directorships
Held by
Trustee
During Past 5
Years
Interested Trustee and Officers
Samuel Masucci, III
(1962)
Trustee, Chairman of the Board and President (since 2012); Secretary (since 2014) Chief Executive Officer, Exchange Traded Managers Group LLC (since 2013); Chief Executive Officer, ETF Managers Group LLC (since 2016); Chief Executive Officer, ETF Managers Capital LLC (commodity pool operator) (since 2014). 15 None
John A. Flanagan,
(1946)
Treasurer (since 2015) President, John A. Flanagan CPA, LLC (accounting services) (since 2010); Treasurer, ETF Managers Trust (since 2015); Chief Financial Officer, ETF Managers Capital, LLC (commodity pool operator) (since 2015). n/a Independent Trustee - Absolute Shares Trust (since 2014) (4 portfolios)
Kevin Hourihan
(1978)
Chief Compliance Officer (since 2016) Senior Principal Consultant, Fund Chief Compliance Officer, ACA Global, LLC (since 2022); Chief Compliance Officer, Ashmore Funds (2017-2022); Chief Compliance Officer, Ashmore Investment Management (US) Corp (2014-2022); Chief Compliance Officer, Ashmore Equities Investment Management (2015- 2019). n/a n/a
Matthew J.
Bromberg (1973)
Assistant Secretary (since 2020) Chief Compliance Officer of ETF Managers Group, LLC (since 2022); General Counsel and Secretary of Exchange Traded Managers Group LLC (since 2020); ETF Managers Group LLC (since 2020); ETFMG Financial LLC (since 2020); ETF Managers Capital LLC (since 2020); Partner of Dorsey & Whitney LLP (law firm) (2019-2020); General Counsel of WBI Investments, Inc. (2016-2019); Millington Securities, Inc. (2016- 2019). n/a n/a
* Mr. Masucci is an interested Trustee by virtue of his role as the Chief Executive Officer of the Adviser.

 

35 

 

 

AI Powered Equity ETF

 

Board of Trustees (Continued) 

 

Name and Year
of Birth
Position(s)
Held with the
Trust, Term
of Office and
Length of
Time Served
Principal Occupation(s) During
Past 5 Years
Number of
Portfolios
in Fund
Complex
Overseen
By Trustee
Other
Directorships
Held by
Trustee
During Past 5
Years
Benjamin F.
Yuro (1990)
Assistant Treasurer (since 2022) Product Controller, ETF Managers Group, LLC (since 2021); Senior Associate – Private Equity, SS&C Technologies (2020-2021); Senior Accountant – Financial Services, WithumSmith+Brown, PC (2016- 2020). n/a n/a
Terry Loebs
(1963)
Trustee (since 2014); Lead Independent Trustee (since 2020) Founder and Managing Member, Pulsenomics LLC (index product development and consulting firm) (since 2011); Managing Director, MacroMarkets, LLC (exchange-traded products firm) (2006-2011). 15 None
Eric Wiegel
(1960)
Trustee (since 2020) Managing Partner, Global Focus Capital LLC (since 2013); Senior Portfolio Manager, Little House Capital (2019-2021); Chief Investment Officer, Insight Financial Strategist LLC (2017- 2018). 15 None

 

36 

 

 

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

U.S. Bank National Association

 

Custody Operations

1555 North River Center Drive, Suite 302, Milwaukee, Wisconsin 53212

 

Transfer Agent

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

615 East Michigan Street, Milwaukee, Wisconsin 53202

 

Securities Lending Agent

U.S. Bank, National Association

Securities Lending

800 Nicolet Mall

Minneapolis, MN 55402-7020

 

Independent Registered Public Accounting Firm

WithumSmith + Brown, PC

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

 

Legal Counsel

Sullivan & Worcester LLP

1666 K Street NW, Washington, DC 20006

 

 

 

 

ETFMG Alternative Harvest ETF

MJ

 

ETFMG U.S. Alternative Harvest ETF

MJUS

 

Semi-Annual Report

 

March 31, 2023

(Unaudited)

 

 

 

 

 

The funds are series of ETF Managers Trust.

 

 

 

 

ETFMG TM ETFs

 

TABLE OF CONTENTS

March 31, 2023 (Unaudited)

 

 

  Page
Shareholders’ Letter 2
Growth of $10,000 Investment 4
Top Ten Holdings 5
Important Disclosures and Key Risk Factors 8
Portfolio Allocations 11
Schedule of Investments and Total Return Swaps 12
Statements of Assets and Liabilities 18
Statements 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 36
Expense Example 39
Statement Regarding Liquidity Risk Management Program 40
Supplementary Information 41
Information About Portfolio Holdings 42
Information About Proxy Voting 42
Trustees and Officers Table 43

 

 

 

 

ETFMG TM 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, 2022 to March 31, 2023.

 

Market Overview

 

The pace of inflation, as measured by the Consumer Price Index, showed signs of easing and together with positive corporate results and the prospect of lower interest rates resulted in improved stock performance in late 2022. Stocks and bonds generally rallied in January, pulling back when reports of rising prices caused concern that the U.S. Federal Reserve would raise interest rates more than expected. Investor worries escalated in February with all three major U.S. stock indexes recording a loss for the month. While more broadly the first few months of 2023 have seen U.S. economic growth and a strong jobs market, macroeconomic headwinds continued to challenge stock markets during the period. Rising interest rates, supply chain disruptions, the Russia-Ukraine War, and a slowdown in global growth weighed on investor sentiment along with fears that the Fed’s monetary tightening would push the economy into a recession.

 

Along with many other growth-oriented companies, the valuations and stock prices of cannabis related businesses have been under significant pressure for macroeconomic reasons, but separately, cannabis related businesses have suffered additional headwinds relating to the inability of the 117th U.S. Congress to advance meaningful legislative reform. Notwithstanding the headwinds, the cannabis industry continued to grow, with 2022 being a record year for international and domestic cannabis sales. Regarding future potential regulatory reform, on April 28, 2023, the Secure and Fair Enforcement (SAFE) Banking Act of 2023 was reintroduced by both parties of the current Congress. If signed into law, U.S. based cannabis related businesses would likely benefit economically and operationally from having access to traditional banking services and financial markets. These conditions have impacted the ETFs’ performance during the period, among other factors, and the value of an investment in the ETFs. We encourage you to talk with your financial advisor and visit etfmg.com for further insight into investing in today’s markets.

 

Performance Overview

 

During the fiscal period ended March 31, 2023, the S&P 500, a broad measure of US listed companies, returned 15.62%. Below is a performance overview for each Fund for the same 6-month period.

 

ETFMG Alternative Harvest ETF (MJ)

 

Over the period, the total return for the ETFMG Alternative Harvest ETF (“MJ”), was -23.1%, while the total return for the Prime Alternative Harvest Index (the “Index”) was -23.8%. The best performers in MJ, on the basis of contribution to return, were Scotts Miracle- Gro Co, Vector Group Ltd, Scandinavian Tobacco Group A, Imperial Brands Plc, and Philip Morris International, while the worst performers were ETFMG U.S. Alternative Harvest, Cronos Group Inc, Canopy Growth Corp, Sndl Inc, and Aurora Cannabis Inc.

 

During the reporting period, MJ saw an average approximate allocation of 31.97% to the Health Care sector, 4.39% to Consumer Staples and 4.37% to Financials. The portfolio holdings of MJ were exposed predominately to the United States at 64.61%, Canada at 29.36% and 1.11% to Australia.

 

ETFMG U.S. Alternative Harvest ETF (MJUS)

 

The following information pertains to the fiscal period from October 1, 2022 to March 31, 2023. The ETFMG U.S. Alternative Harvest ETF (“MJUS”), seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of the Prime U.S. Alternative Harvest Index (the “MJUS Index”).

 

2 

 

 

Over the period, the total return for MJUS was - 29.04%, while the total return the for the MJUS Index was -31.05%. The best performers in MJUS, on the basis of contribution to return were, Bright Green Corp., Marimed Inc., and Charlotte’s Web Holdings Inc., while the worst performers were Curaleaf Holdings Inc., Trulieve Cannabis Corp., and Green Thumb Technologies Inc.

 

During the reporting period, MJUS saw an average approximate allocation of 53.79% to Health Care, 20.96% to the Real Estate sector, 6.49% to Consumer Discretionary. The portfolio holdings of MJUS were primarily exposed to the United States at 83.62%, while 7.18% were exposed to Canada. 

Swap Agreements:

 

During the reporting period, MJUS invested in swap agreements in order to gain the desired exposure to the Index. These derivatives generally negatively impacted MJUS as a result of the financing rates associated with their use. MJUS entered into swap agreements with counterparties that the Adviser determined to be significant global financial institutions.

 

If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in MJUS may decline. MJUS has sought to mitigate this risk by generally requiring counterparties to post collateral for its benefit, marked to market daily, in an amount approximately equal to the amount the counterparty owed MJUS, subject to certain minimum thresholds.

 

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

 

Sincerely,

 

 

 

Samuel Masucci III

Chairman of the Board

 

3 

 

 

ETFMG Alternative Harvest ETF

Growth of $10,000 (Unaudited)

 

 

 

Average Annual Returns
Period Ended March 31, 2023
  1 Year
Return
    5 Year
Return
    Since
Inception
(12/03/15)
    Value of
$10,000
(3/31/2023)
 
ETFMG Alternative Harvest ETF (NAV)     -64.99 %     -32.62 %     -19.68 %   $ 2,007  
ETFMG Alternative Harvest ETF(Market)     -64.87 %     -32.50 %     -20.04 %   $ 1,943  
S&P 500 Index     -7.73 %     11.19 %     12.02 %   $ 22,973  
Prime Alternative Harvest Index*     -65.69 %     -33.43 %     -20.30 %   $ 1,898  

 

* On December 26, 2017, the Fund’s investment objective and principal investment strategy were substantially revised; therefore, the performance and average annual total returns shown for periods prior to December 26, 2017 is likely to have differed had the Fund’s current investment strategy been in effect during those periods. The Fund’s prior investment objective sought to provide investment results that corresponded to the performance of the Solactive Latin America Real Estate Index, which tracked equities with primary listings in the Latin America region that derived most of their income from real estate and real estate services. The Fund began tracking the Prime Alternative Harvest Index on December 26, 2017.

 

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 December 3, 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, if any. The Index Returns do not reflect fees or expenses and are not available for direct investment.

 

4 

 

 

ETFMG Alternative Harvest ETF

 

 

Top Ten Holdings as of March 31, 2023 (Unaudited)*

 

      Security  

% of Total

Investments

 
1     ETFMG U.S. Alternative Harvest ETF**     39.33 %
2     ETFMG Sit Ultra Short ETF**     9.14 %
3     Tilray Brands, Inc.     6.05 %
4     Canopy Growth Corp.     4.46 %
5     SNDL, Inc.     3.63 %
6     Cronos Group, Inc.     3.37 %
7     Aurora Cannabis, Inc.     1.83 %
8     GrowGeneration Corp.     1.73 %
9     AFC Gamma, Inc.     1.73 %
10     Chicago Atlantic Real Estate Finance, Inc.     1.61 %

 

Top Ten Holdings= 72.88% of Total Investments

 

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

** Affiliated security. Please refer to Note 9 of the Notes to Financial Statements.

 

5 

 

 

ETFMG U.S. Alternative Harvest ETF

Growth of $10,000 (Unaudited)

 

 

Average Annual Returns
Period Ended March 31, 2023
  1 Year
Return
    Since
Inception
(5/12/2021)
    Value of
$10,000
(3/31/2023)
 
ETFMG U.S. Alternative Harvest ETF (NAV)     -68.88 %     -63.00 %   $ 1,535  
ETFMG U.S. Alternative Harvest ETF (Market)     -69.01 %     -63.09 %   $ 1,528  
S&P 500 Index     -7.73 %     2.20 %   $ 10,419  
Prime US Alternative Harvest Index NTR     -69.24 %     -62.40 %   $ 1,582  

 

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 May 12, 2021, 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, if any. The Index Returns do not reflect fees or expenses and are not available for direct investment.

 

6 

 

 

ETFMG U.S. Alternative Harvest ETF

 

 

Top Holdings as of March 31, 2023 (Unaudited)*

 

      Security   % of Total
Investments
 
1     Innovative Industrial Properties, Inc.     19.61 %
2     GrowGeneration Corp.     6.07 %
3     AFC Gamma, Inc.     5.87 %
4     WM Technology, Inc.     1.87 %
5     Bright Green Corp.     1.43 %

 

Top Holdings = 34.85% of Total Investments

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

 

7 

 

 

ETFMG TM ETFs

 

 

Important Disclosures and Key Risk Factors

 

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

 

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

 

MJ

 

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.

 

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

 

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

 

8 

 

 

ETFMG TM ETFs

 

 

The Fund is intended to be made available only to U.S. residents. Under no circumstances is any information provided on this website intended for distribution to or use by, or to be an offer to sell to or solicitation of an offer to buy the Fund or any investment product or service of, any person or entity in any jurisdiction or country, other than the United States, where such distribution, use, offer or solicitation would subject the Fund or its affiliates to any registration requirement or be unlawful under the securities laws of that jurisdiction or country.

 

MJUS

 

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 a recently organized, diversified management investment company with limited operating history. ETF Managers Group LLC is the investment adviser to the Fund.

 

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

 

9 

 

 

ETFMG TM ETFs

 

 

The Fund is intended to be made available only to U.S. residents. Under no circumstances is any information provided on this website intended for distribution to or use by, or to be an offer to sell to or solicitation of an offer to buy the Fund or any investment product or service of, any person or entity in any jurisdiction or country, other than the United States, where such distribution, use, offer or solicitation would subject the Fund or its affiliates to any registration requirement or be unlawful under the securities laws of that jurisdiction or country.

 

10 

 

 

ETFMG TM ETFs

 

PORTFOLIO ALLOCATIONS

As of March 31, 2023 (Unaudited)

 

 

    ETFMG
Alternative
Harvest ETF
    ETFMG U.S.
Alternative
Harvest ETF
 
As a percent of Net Assets:                
Australia     1.1 %      
Canada     22.0        
Denmark     0.6        
Ireland     0.5        
Israel     0.7        
Mexico     0.0 *      
United Kingdom     1.0        
United States     20.0       37.2  
Exchange Traded Funds     63.4        
Short-Term and other Net Assets (Liabilities)     (9.3 )     62.8  
      100.0 %     100.0 %

 

*Amount is less than 0.05%.

 

11 

 

 

ETFMG Alternative Harvest ETF

 

Schedule of Investments

March 31, 2023 (Unaudited)

 

 

    Shares     Value  
COMMON STOCKS - 45.9%                
Australia - 1.1%                
Pharmaceuticals - 1.1% (g)                
Incannex Healthcare, Ltd. (a)     31,105,645     $ 2,703,031  
                 
Canada - 22.0%                
Food Products - 0.4%                
Village Farms International, Inc. (a)(b)     1,123,542       932,540  
Pharmaceuticals - 21.6% (g)                
Aurora Cannabis, Inc. (a)(b)     8,345,615       5,819,397  
Auxly Cannabis Group, Inc. (a)(b)     11,644,207       172,315  
Canopy Growth Corp. (a)(b)     8,106,714       14,186,750  
Charlottes Web Holdings, Inc. (a)(b)     4,198,791       1,351,442  
Cronos Group, Inc. (a)(b)     5,528,091       10,724,497  
HEXO Corp. (a)(b)     1,191,768       1,596,969  
High Tide, Inc. (a)(b)     1,787,989       2,421,028  
Organigram Holdings, Inc. (a)(b)     7,353,933       4,706,517  
SNDL, Inc. (a)(b)     7,217,583       11,548,133  
Total Pharmaceuticals             52,527,048  
Total Canada             53,459,588  
                 
Denmark - 0.6%                
Tobacco - 0.6%                
Scandinavian Tobacco Group AS (h)     74,608       1,479,268  
                 
Ireland - 0.5%                
Pharmaceuticals - 0.5% (g)                
Jazz Pharmaceuticals PLC (a)     8,475       1,240,147  
                 
Israel - 0.7%                
Pharmaceuticals - 0.7% (g)                
Intercure, Ltd. (a)(b)     811,283       1,655,017  
                 
Mexico - 0.0% (d)                
Construction & Engineering - 0.0% (d)                
Empresas ICA SAB de CV (a)(c)     155,893        
                 
United Kingdom - 1.0%                
Tobacco - 1.0%                
British American Tobacco PLC     34,797       1,219,294  
Imperial Brands PLC     53,301       1,225,613  
Total Tobacco             2,444,907  
                 
United States - 20.0%                
Chemicals - 0.9%                
Mativ Holdings, Inc. (b)     48,911       1,050,119  
Scotts Miracle-Gro Co.     15,803       1,102,101  
Total Chemicals             2,152,220  

 

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

 

12 

 

 

ETFMG Alternative Harvest ETF

 

Schedule of Investments

March 31, 2023 (Unaudited) (Continued)

 

 

    Shares     Value  
Machinery - 0.8%            
Hydrofarm Holdings Group, Inc. (a)     1,108,904     $ 1,918,404  
Pharmaceuticals - 8.0% (g)                
Tilray Brands, Inc. (a)(b)     7,598,523       19,224,263  
Zynerba Pharmaceuticals, Inc. (a)     723,151       310,955  
Total Pharmaceuticals             19,535,218  
Real Estate Investment Trusts (REITs) - 4.9%                
AFC Gamma, Inc. (b)     451,834       5,494,301  
Chicago Atlantic Real Estate Finance, Inc. (b)     379,498       5,127,018  
Innovative Industrial Properties, Inc. (b)     16,816       1,277,848  
Total Real Estate Investment Trusts (REITs)             11,899,167  
Software - 0.7%                
WM Technology, Inc. (a)(b)     2,055,862       1,745,838  
Specialty Retail - 2.3%                
GrowGeneration Corp. (a)(b)     1,609,244       5,503,615  
Tobacco - 2.4%                
22nd Century Group, Inc. (a)(b)     1,216,316       935,347  
Altria Group, Inc.     28,229       1,259,578  
Philip Morris International, Inc.     12,815       1,246,259  
Turning Point Brands, Inc.     54,972       1,154,412  
Vector Group, Ltd.     101,199       1,215,400  
Total Tobacco             5,810,996  
Total United States             48,565,458  
TOTAL COMMON STOCKS (Cost $344,593,202)             111,547,416  
                 
EXCHANGE TRADED FUNDS - 51.4%                
ETFMG U.S. Alternative Harvest ETF (b)(f)     81,825,808       124,997,103  
TOTAL EXCHANGE TRADED FUNDS (Cost $183,170,684)             124,997,103  
                 
INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL - 30.9%                
ETFMG Sit Ultra Short ETF (f)     600,000       29,059,320  
Mount Vernon Liquid Assets Portfolio, LLC, 4.93% (e)     45,900,510       45,900,510  
TOTAL INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL (Cost $75,749,307)             74,959,830  
                 
SHORT-TERM INVESTMENTS - 2.6%                
First American Government Obligations Fund - Class X, 4.64% (e)     6,280,463       6,280,463  
TOTAL SHORT-TERM INVESTMENTS (Cost $6,280,463)             6,280,463  
                 
Total Investments (Cost $609,793,656) - 130.8%             317,784,812  
Liabilities in Excess of Other Assets - (30.8)%             (74,819,600 )
TOTAL NET ASSETS - 100.0%           $ 242,965,212  

 

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

 

13 

 

ETFMG Alternative Harvest ETF

 

Schedule of Investments

March 31, 2023 (Unaudited) (Continued)

 

 

Percentages are stated as a percent of net assets.

 

PLC Public Limited Company

(a) Non-income producing security.
(b) This security or a portion of this security was out on loan at March 31, 2023.

(c) Value determined using significant unobservable inputs. The value of these securities total $0, which represents 0.0% of total net assets. Classified as Level 3 in the fair value hierarchy.

(d) Amount is less than 0.05%.

(e) The rate shown is the annualized seven-day yield at period end.
(f) Affiliated Security. Please refer to Note 9 of the Notes to Financial Statements.
(g) As of March 31, 2023, the Fund had a significant portion of its assets invested in the Pharmaceutical industry.
(h) Security exempt from registration pursuant to Rule 144A under the Securities Act of 1933, as amended. This security may be resold in transitions exempt from registration to qualified institutional investors. At March 31, 2023, the market value of these securities total $1,479,268; which represents 0.6% of total net assets.

 

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.

 

14 

 

ETFMG U.S. Alternative Harvest ETF

 

Schedule of Investments

March 31, 2023 (Unaudited)

 

 

    Shares     Value  
COMMON STOCKS - 37.2%                
United States - 37.2%                
Pharmaceuticals - 1.5%                
Bright Green Corp. (a)(b)     2,128,752     $ 2,004,433  
Real Estate Investment Trusts (REITs) - 27.2%                
AFC Gamma, Inc.     674,767       8,205,167  
Innovative Industrial Properties, Inc.     360,980       27,430,870  
Total Real Estate Investment Trusts (REITs)             35,636,037  
Software - 2.0%                
WM Technology, Inc. (a)     3,073,153       2,609,722  
Specialty Retail - 6.5%                
GrowGeneration Corp. (a)     2,481,357       8,486,240  
Total United States             48,736,432  
TOTAL COMMON STOCKS (Cost $62,551,955)             48,736,432  
                 
INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL - 0.2%                
Mount Vernon Liquid Assets Portfolio, LLC, 4.93% (c)     190,000       190,000  
TOTAL INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL (Cost $190,000)             190,000  
                 
SHORT-TERM INVESTMENTS - 69.5%                
Money Market Funds - 1.6%                
First American Government Obligations Fund - Class X, 4.64% (c)     2,090,307       2,090,307  
U.S. Treasury Bills - 67.9% (d)                
4.43%, 04/04/2023     213,000       212,923  
4.54%, 04/11/2023     1,176,000       1,174,550  
4.57%, 04/27/2023     9,500,000       9,469,399  
4.59%, 05/04/2023     900,000       896,304  
4.69%, 05/11/2023     5,403,000       5,375,569  
4.72%, 05/18/2023     5,652,000       5,618,057  
4.69%, 05/25/2023     16,750,000       16,635,179  
4.50%, 06/01/2023     3,870,000       3,841,221  
4.51%, 06/06/2023     2,973,000       2,949,036  
4.54%, 06/08/2023     18,812,000       18,654,939  
4.55%, 06/13/2023     1,588,000       1,573,747  
4.63%, 06/15/2023     2,197,000       2,176,389  
4.64%, 06/20/2023     936,000       926,612  
4.66%, 06/29/2023     19,585,000       19,365,805  
Total U.S. Treasury Bills             88,869,730  
TOTAL SHORT-TERM INVESTMENTS (COST $90,945,133)             90,960,037  
                 
Total Investments (Cost $153,687,088) - 106.9%             139,886,469  
Liabilities in Excess of Other Assets - (6.9)%             (9,028,278 )
TOTAL NET ASSETS - 100.0%           $ 130,858,191  

 

Percentages are stated as a percent of net assets.

 

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

15 

 

 

ETFMG U.S. Alternative Harvest ETF

 

Schedule of Investments

March 31, 2023 (Unaudited) (Continued)

 

 

(a) Non-income producing security.

(b) This security or a portion of this security was out on loan at March 31, 2023.
(c) The rate shown is the seven-day yield at March 31, 2023.
(d) The rate shown is the effective yield at March 31, 2023.

 

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.

 

16 

 

 

ETFMG U.S. Alternative Harvest ETF

 

Schedule of Total Return Swaps

March 31, 2022 (Unaudited)

 

 

Long Total
Return Equity
Swaps
  Counterparty   Payment
Frequency
  Financing Rate   Expiration Date   Notional
Amount
    Unrealized
Appreciation
(Depreciation)
 
Ascend Wellness Holdings - Class A   Cowen and Company, LLC   Monthly   Overnight Bank Funding Rate Index + 1.50%   October 3, 2023     528,633        
Columbia Care   Cowen and Company, LLC   Monthly   Overnight Bank Funding Rate Index + 1.50%   October 3, 2023     6,866,209        
Cresco Labs   Cowen and Company, LLC   Monthly   Overnight Bank Funding Rate Index + 1.50%   October 3, 2023     6,621,551        
Curaleaf Holdings   Cowen and Company, LLC   Monthly   Overnight Bank Funding Rate Index + 1.50%   October 3, 2023     12,820,240        
4Front Ventures   Cowen and Company, LLC   Monthly   Overnight Bank Funding Rate Index + 1.50%   October 3, 2023     168,486        
Glass House Brands   Cowen and Company, LLC   Monthly   Overnight Bank Funding Rate Index + 1.50%   October 3, 2023     1,180,200        
Green Thumb Industries   Cowen and Company, LLC   Monthly   Overnight Bank Funding Rate Index + 1.50%   October 3, 2023     20,199,648        
Marimed   Cowen and Company, LLC   Monthly   Overnight Bank Funding Rate Index + 1.50%   October 3, 2023     790,620        
Planet 13 Holdings   Cowen and Company, LLC   Monthly   Overnight Bank Funding Rate Index + 1.50%   October 3, 2023     1,198,080        
Terrascend   Cowen and Company, LLC   Monthly   Overnight Bank Funding Rate Index + 1.50%   October 3, 2023     1,322,856        
Trulieve Cannabis   Cowen and Company, LLC   Monthly   Overnight Bank Funding Rate Index + 1.50%   October 3, 2023     18,380,764        
Verano Holdings - Class A   Cowen and Company, LLC   Monthly   Overnight Bank Funding Rate Index + 1.50%   October 3, 2023     8,616,178        
                    $ 78,693,465     $  

 

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

 

17 

 

 

ETFMG TM ETFs

 

STATEMENTS OF ASSETS AND LIABILITIES

As of March 31, 2023 (Unaudited)

 

 

    ETFMG
Alternative
Harvest ETF
    ETFMG U.S.
Alternative
Harvest ETF
 
ASSETS            
Investments in unaffiliated securities, at value*   $ 163,728,389     $ 139,886,469  
Investments in affiliated securities, at value*     154,056,423        
Foreign currency*     71,117       594  
Deposits at Broker for total return swap contracts           2,205,527  
Receivables:                
Dividends and interest receivable     576,406       1,106,490  
Securities lending income receivable     711,185       847  
Receivable for investments sold     12,961       46,057  
Total assets     319,156,481       143,245,984  
                 
LIABILITIES                
Collateral received for securities loaned (Note 7)   $ 75,749,307     $ 190,000  
Payables:                
Payable for investments purchased           1,917,694  
Payable for open swap contracts           10,197,091  
Management fees payable     441,962       83,008  
Total liabilities     76,191,269       12,387,793  
Net Assets   $ 242,965,212     $ 130,858,191  
                 
NET ASSETS CONSIST OF:                
Paid-in Capital   $ 2,127,903,985     $ 193,743,217  
Total Distributable Earnings (Accumulated Losses)     (1,884,938,773 )     (62,885,026 )
Net Assets   $ 242,965,212     $ 130,858,191  
                 
*Identified Cost:                
                 
Investments in unaffiliated securities   $ 396,774,175     $ 153,687,088  
Investments in affiliated securities     213,019,481        
Foreign currency     71,412       580  
                 
Shares Outstanding^     69,450,000       85,250,000  
                 
Net Asset Value, Offering and Redemption Price per Share   $ 3.50     $ 1.53  

 

^ No par value, unlimited number of shares authorized

 

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

 

18 

 

 

ETFMG TM ETFs

 

STATEMENTS OF OPERATIONS

For the Period Ended March 31, 2023 (Unaudited)

 

 

    ETFMG
Alternative
Harvest ETF
    ETFMG U.S.
Alternative
Harvest ETF
 
INVESTMENT INCOME            
Income:            
Dividends from unaffiliated securities (net of foreign withholdings tax & issuance fees of $3,505 and $-)   $ 2,291,408     $ 1,443,026  
Interest     90,459       1,148,404  
Securities lending income     3,288,669       8,269  
Total Investment Income     5,670,536       2,599,699  
                 
Expenses:                
Interest Expense           8,585  
Management fees     1,237,770       357,601  
Total Expenses     1,237,770       366,186  
Net Investment Income     4,432,766       2,233,513  
                 
REALIZED & UNREALIZED GAIN (LOSS) ON                
INVESTMENTS AND SWAP CONTRACTS                
Net Realized Gain (Loss) on:                
Unaffiliated Investments     (385,908,802 )     (2,260,250 )
Affiliated Investments     (892,003 )      
In-Kind redemptions     (108,000 )      
Foreign currency and foreign currency translation     3,056       (1,523 )
Swap contracts           (26,937,772 )
Net Realized Gain (Loss) on Investments, Swap Contracts and In-Kind redemptions     (386,905,749 )     (29,199,545 )
Net Change in Unrealized Appreciation (Depreciation) of: Unaffiliated Investments     340,466,636       (6,846,122 )
Affiliated Investments     (31,936,789 )      
Foreign currency and foreign currency translation     1,637       14  
Net change in Unrealized Appreciation (Depreciation) on Investments and Swap Contracts     308,531,484       (6,846,108 )
Net Realized and Unrealized Loss on Investments and Swap Contracts     (78,374,265 )     (36,045,653 )
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS   $ (73,941,499 )   $ (33,812,140 )

 

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

 

19 

 

 

ETFMG Alternative Harvest ETF

 

STATEMENTS OF CHANGES IN NET ASSETS

 

 

    Period Ended
March 31,
2023
(Unaudited)
    Year Ended
September 30,
2022
 
OPERATIONS            
Net investment income   $ 4,432,766     $ 12,750,826  
Net realized loss on investments and In-Kind redemptions     (386,905,749 )     (422,246,484 )
Net change in unrealized appreciation (depreciation) of                
investments and foreign currency and foreign currency                
translation     308,531,484       (276,724,561 )
Net decrease in net assets resulting from operations     (73,941,499 )     (686,220,219 )
                 
DISTRIBUTIONS TO SHAREHOLDERS                
Total distributions from distributable earnings     (4,667,594 )     (12,808,889 )
                 
CAPITAL SHARE TRANSACTIONS                
Net decrease in net assets derived                
from net change in outstanding shares     (3,155,430 )     (43,884,655 )
Transaction Fees (See Note 1)           34,194  
Net decrease in net assets from capital share transactions     (3,155,430 )     (43,850,461 )
Total decrease in net assets     (81,764,523 )     (742,879,569 )
                 
NET ASSETS                
Beginning of Period/Year     324,729,735       1,067,609,304  
End of Period/Year   $ 242,965,212     $ 324,729,735  

 

Summary of share transactions is as follows:

 

    Period Ended
March 31, 2023
(Unaudited)
    Year Ended
September 30, 2022
 
    Shares     Amount     Shares     Amount  
Shares Sold     1,450,000     $ 7,549,050       10,700,000     $ 91,358,945  
Transaction Fees  (See Note 1)                       34,194  
Shares Redeemed     (2,250,000 )     (10,704,480 )     (14,600,000 )     (135,243,600 )
Net Transactions in Fund Shares     (800,000 )   $ (3,155,430 )     (3,900,000 )   $ (43,850,461 )
Beginning Shares     70,250,000               74,150,000          
Ending Shares     69,450,000               70,250,000          

 

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

 

20 

 

 

ETFMG U.S. Alternative Harvest ETF

 

STATEMENTS OF CHANGES IN NET ASSETS

 

 

    Period
Ended
March 31,
2023
(Unaudited)
    Year Ended
September 30,
2022
 
OPERATIONS            
Net investment income   $ 2,233,513     $ 582,391  
Net realized loss on investments, swap contracts and In-Kind                
redemptions     (29,199,545 )     (23,603,615 )
Net change in unrealized appreciation (depreciation) of                
investments and swap contracts     (6,846,108 )     (6,749,745 )
Net decrease in net assets resulting from operations     (33,812,140 )     (29,770,969 )
                 
CAPITAL SHARE TRANSACTIONS                
Net increase in net assets derived from net change in                
outstanding shares     79,703,735       108,640,243  
Net increase in net assets from capital share transactions     79,703,735       108,640,243  
Total increase in net assets     45,891,595       78,869,274  
                 
NET ASSETS                
Beginning of Period/Year     84,966,596       6,097,322  
End of Period/Year   $ 130,858,191     $ 84,966,596  
                 
Summary of share transactions is as follows:                

 

    Period Ended
March 31, 2023 (Unaudited)
    Year Ended
September 30, 2022
 
    Shares     Amount     Shares     Amount  
Shares Sold     49,430,000     $ 89,476,224       38,920,000     $ 110,968,118  
Shares Redeemed     (3,460,000 )     (9,772,489 )     (430,000 )     (2,327,875 )
Net Transactions in Fund Shares     45,970,000     $ 79,703,735       38,490,000     $ 108,640,243  
Beginning Shares     39,280,000               790,000          
Ending Shares     85,250,000               39,280,000          

 

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

 

21 

 

 

ETFMG Alternative Harvest ETF

 

FINANCIAL HIGHLIGHTS

For a capital share outstanding throughout each period/year

 

 

    Period
Ended
March 31,
2023
(Unaudited)
    Year Ended
September 30,
2022
    Year Ended
September 30,
2021
    Year Ended
September 30,
2020
    Year Ended
September 30,
2019
    Year Ended
September 30,
2018
 
Net Asset Value, Beginning Period/Year   $ 4.62     $ 14.40     $ 10.37     $ 20.83     $ 39.74     $ 31.36  
Income from Investment Operations:                                                
Net investment income1     0.06       0.18       0.26       0.91       1.02       0.37  
Net realized and unrealized gain (loss) on investments     (1.11 )     (9.78 )     4.01       (10.49 )     (18.96 )     8.95  
Total from investment operations     (1.05 )     (9.60 )     4.27       (9.58 )     (17.94 )     9.32  
Less Distributions:                                                
Distributions from net investment income     (0.07 )     (0.18 )     (0.24 )     (0.88 )     (0.97 )     (0.74 )
Net realized gains                                   (0.20 )
Total distributions     (0.07 )     (0.18 )     (0.24 )     (0.88 )     (0.97 )     (0.94 )
Net asset value, end period/year   $ 3.50     $ 4.62     $ 14.40     $ 10.37     $ 20.83     $ 39.74  
Total Return     (23.10 )%2     (67.06 )%     40.90 %     (46.83 )%     (45.60 )%     33.85 %
                                                 
Ratios/Supplemental Data:                                                
Net assets at end period/year (000’s)   $ 242,965     $ 324,730     $ 1,067,609     $ 495,971     $ 800,957     $ 679,559  
                                                 
Gross Expenses to Average Net Assets     0.75 %3     0.75 %     0.75 %     0.75 %     0.75 %     0.75 %
Net Investment Income to Average Net Assets     2.69 %3     1.95 %     1.39 %     6.27 %     3.26 %     1.18 %
Portfolio Turnover Rate     35 %2     74 %     75 %     46 %     71 %     97 %

 

1 Calculated based on average shares outstanding during the period/year.
2 Not annualized.
3 Annualized.

 

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

 

22 

 

 

ETFMG U.S. Alternative Harvest ETF

 

FINANCIAL HIGHLIGHTS

For a capital share outstanding throughout each period/year

 

 

    Period Ended
March 31,
2023
(Unaudited)
    Year Ended
September 30,
2022
    Period Ended
September
30, 20211
 
Net Asset Value, Beginning Period/Year   $ 2.16     $ 7.72     $ 10.00  
Income (Loss) from Investment Operations:                        
Net investment income (loss) 2     0.05       0.13       (0.01 )
Net realized and unrealized gain (loss) on investments     (0.68 )     (5.69 )     (2.27 )
Total from investment operations     (0.63 )     (5.56 )     (2.28 )
Net asset value, end period/year   $ 1.53     $ 2.16     $ 7.72  
Total Return     (29.04 )%3     (71.97 )%     (22.82 )%3
                         
Ratios/Supplemental Data:                        
Net assets at end of period/year (000’s)   $ 130,858     $ 84,967     $ 6,097  
                         
Gross Expenses to Average Net Assets     0.77 %4, 5     0.75 %     0.75 %4
Net Investment Income (Loss) to Average Net Assets     4.68 %4     4.45 %     (0.38 )%4
Portfolio Turnover Rate     15 %3     12 %     16 %3

 

1 The Fund commenced operations on May 12, 2021.
2 Calculated based on average shares outstanding during the period.
3 Not annualized.
4 Annualized.
5 Includes 0.02% of interest expense at March 31, 2023.

 

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

 

23 

 

 

ETFMG TM ETFs

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2023 (Unaudited)

 

 

NOTE 1 – ORGANIZATION

 

ETFMG Alternative Harvest ETF (“MJ”) and ETFMG U.S. Alternative Harvest ETF (“MJUS”) (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
ETFMG Alternative Harvest ETF 12/3/2015 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”).
ETFMG U.S. Alternative Harvest ETF 5/12/2021 Seeks to achieve its investment objective by investing, under normal circumstances, at least 80% of its net assets (plus any borrowings for investment purposes) in securities of companies that derive at least 50% of their net revenue from the “Cannabis Business” in the United States, and in derivatives that have economic characteristics similar to such securities.

 

The Funds may use a combination of swaps on the Index and swaps on an ETF whose investment objective is to track the performance of the same, or a substantially similar index to achieve their investment objective.

 

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.

  

24

 

ETFMG TM ETFs

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2023 (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 Fund may invest in certain other investment companies (underlying funds). 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 ETF Managers Group, LLC (the “Adviser”), using procedures adopted 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, 2023, the ETFMG Alternative Harvest ETF held one security that was fair valued by the Adviser.

 

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

 

Level 1       

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

 

Level 2       

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

 

Level 3       

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

 

25

 

 

ETFMG TM ETFs

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2023 (Unaudited) (Continued)

 

 

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 Funds’ investments in securities and swap contracts at fair value, as of March 31, 2023:

 

ETFMG Alternative Harvest ETF  
Assets^   Level 1     Level 2     Level 3     Total  
Common Stocks   $ 111,547,416     $     $ (1)   $ 111,547,416  
Short-Term Investments     6,280,463                   6,280,463  
ETFMG Sit Ultra Short ETF**     29,059,320                   29,059,320  
ETFMG U.S. Alternative Harvest ETF**     124,997,103                   124,997,103  
Investments Purchased with Securities Lending                                
Collateral*                       45,900,510  
Total Investments in Securities   $ 271,884,302     $     $     $ 317,784,812  

 

ETFMG U.S. Alternative Harvest ETF  
Assets^   Level 1     Level 2     Level 3     Total  
Common Stocks   $ 48,736,432     $     $     $ 48,736,432  
Short-Term Investments     2,090,307       88,869,730             90,960,037  
Investments Purchased with Securities Lending                                
Collateral*                       190,000  
Total Investments in Securities   $ 50,826,739     $ 88,869,730     $     $ 139,886,469  

 

 

Swap Contracts***

  Level 1     Level 2     Level 3     Total  
Long Total Return Equity Swap Contracts   $     $     $     $  
Total Swap Contracts   $     $     $     $  

 

(1) Includes a security valued at $0 with a cost of $0.

^ 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 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.

** Investment was purchased with collateral.

*** Swap contracts are derivative instruments, which are presented at the unrealized appreciation/depreciation on the instrument.

 

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.

 

26

 

ETFMG TM ETFs

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2023 (Unaudited) (Continued)

 

  

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’ 2022 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, 2023, the Funds’ most recent fiscal period end, management has reviewed the tax positions for open periods (for Federal purposes, three years from the date of filing and for state purposes, generally a range of three to four years from the date of filing), as applicable to the Funds, and has determined that no provision for income tax is required in the Funds’ financial statements.

 

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

 

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

 

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

  

27

 

ETFMG TM ETFs

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2023 (Unaudited) (Continued)

 

 

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.

 

Derivatives

 

The Funds may enter into swap agreements; including interest rate, index, and total return swap agreements. Swap agreements are contracts between parties in which one party agrees to make periodic payments to the other party based on the change in market value or level of a specified rate, index or asset. In return, the other party agrees to make payments to the first party based on the return of a different specified rate, index or asset. Swap agreements will usually be done on a net basis, i.e., where the two parties make net payments with a Fund receiving or paying, as the case may be, only the net amount of the two payments. The net amount of the excess, if any, of a Fund’s obligations over its entitlements with respect to each swap is accrued on a daily basis and an amount of cash or equivalents having an aggregate value at least equal to the accrued excess is maintained by the Fund.

 

The total return swap contracts are subject to master netting agreements, which are agreements between a Fund and its counterparties that provide for the net settlement of all transactions and collateral with the Fund through a single payment, in the event of default or termination. Amounts presented on the schedule of total return swaps are gross settlement amounts.

 

28

 

ETFMG TM ETFs

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2023 (Unaudited) (Continued)

 

 

The following table presents the Funds’ gross derivative assets and liabilities by counterparty and contract type, net of amounts available for offset under a master netting agreement and the related collateral received or pledged by the Funds as of March 31, 2023.

 

ETFMG U.S. Alternative Harvest ETF

 

          Gross Amounts of Recognized Assets Presented in the Statements of   Gross Amounts           Gross Amounts not
offset in the Statements
of Assets & Liabilities
       
Counterparty   Investment
Type
    Assets
& Liabilities
  Available 
Offset
    Net Amounts     Financial
Instruments
    Collateral
Received
    Net Amount  
Cowen and Company, LLC   Total Return Swap Contracts   $ (10,197,091)   $     $ (10,197,091 )   $     $     $ (10,197,091 )

 

The average monthly notional amount of the swap contracts during the period ended March 31, 2023 for the Funds were:

 

ETFMG U.S. Alternative Harvest ETF   Swap Contracts   $ 60,426,818  

 

The following is a summary of the effect of swap contracts on the Funds’ Statements of Assets and Liabilities as of March 31, 2023:

 

        Assets     Liabilities     Net Unrealized
Gain (Loss)
 
ETFMG U.S.                            
Alternative Harvest                            
ETF   Swap Contracts   $     $ 10,197,091     $  

 

The following is a summary of the effect of swap contracts on the Funds’ Statements of Operations for the period ended March 31, 2023:

 

        Realized Gain (Loss)    

Change in
Unrealized
Appreciation

/Depreciation

 
ETFMG U.S.                
Alternative Harvest                
ETF   Swap Contracts   $ (26,937,772 )   $  

 

NOTE 3 – RISK FACTORS

 

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

 

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

 

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

 

29

 

ETFMG TM ETFs

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2023 (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 a Fund’s or an index’s portfolio is concentrated in the securities of issuers in a particular market, industry, group of industries, sector or asset class, the fund may be adversely affected by the performance of those securities, may be subject to increased price volatility and may be more vulnerable to adverse economic, market, political or regulatory occurrences affecting that market, industry, group of industries, sector or asset class.

 

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

 

Derivatives Risk. Derivatives are financial instruments that derive value from the underlying reference asset or assets, such as stocks, bonds, or funds (including ETFs), interest rates or indexes. A Fund’s investments in derivatives may pose risks in addition to, and greater than, those associated with directly investing in securities or other ordinary investments, including risk related to the market, leverage, imperfect daily correlations with underlying investments or the Fund’s other portfolio holdings, higher price volatility, lack of availability, counterparty risk, liquidity, valuation and legal restrictions. The use of derivatives is a highly specialized activity that involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. The use of derivatives may result in larger losses or smaller gains than directly investing in securities. When a Fund uses derivatives, there may be imperfect correlation between the value of the reference assets and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives may expose a Fund to losses in excess of those amounts initially invested.

  

30

 

ETFMG TM ETFs

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2023 (Unaudited) (Continued)

 

   

Daily Index Correlation/Tracking Risk. There is no guarantee that a Fund will achieve a high degree of correlation to the Index and therefore achieve its daily leveraged investment objective. To achieve a high degree of correlation with the Index, a Fund seeks to rebalance its portfolio daily to keep leverage consistent with its daily leveraged investment objective. In addition, a Fund’s exposure to the Index is impacted by the Index’s movement. Because of this, it is unlikely that a Fund will be perfectly exposed to the Index at the end of each day. The possibility of the Fund being materially over- or under-exposed to the Index increases on days when the Index is volatile near the close of the trading day. Market disruptions, regulatory restrictions and extreme volatility will also adversely affect a Fund’s ability to adjust exposure to the required levels.

 

On February 24, 2022, Russia commenced a military attack on Ukraine. The outbreak of hostilities between the two countries could result in more widespread conflict and could have a severe adverse effect on the region and the markets. In addition, sanctions imposed on Russia by the United States and other countries, and any sanctions imposed in the future could have a significant adverse impact on the Russian economy and related markets. The price and liquidity of investments may fluctuate widely as a result of the conflict and related events. How long such conflict and related events will last and whether it will escalate further cannot be predicted, nor its effect on the Funds.

 

A complete description of the principal risks is included in each Fund’s prospectus under the heading “Principal Investment Risks.”

 

NOTE 4 – MANAGEMENT AND OTHER CONTRACTS

 

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:

 

ETFMG Alternative Harvest ETF 0.75%
ETFMG U.S. Alternative Harvest ETF 0.75%

 

Under the Investment Advisory Agreement, the Advisor has agreed to pay all expenses of the Funds, except for: the fee paid to the Advisor pursuant to the Investment Advisory Agreement, interest charges on any borrowings, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, extraordinary expenses, and distribution (12b-1) fees and expenses (collectively, “Excluded Expenses”). The Advisor has entered into an agreement with its affiliate ETFMG Financial, LLC to serve as distributor to the Funds (the “Distributor”). The Distributor provides marketing support for the Funds, including distributing marketing materials related to the Funds. Level ETF Ventures, LLC (“Level”) serves as the index provider for MJ and MJUS. Level is not affiliated with the Trust or the Advisor.

 

31

 

ETFMG TM ETFs

 

NOTES TO FINANCIAL STATEMENTS 

March 31, 2023 (Unaudited) (Continued)

 

  

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

 

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

 

NOTE 5 – DISTRIBUTION PLAN

 

The Funds have each adopted a Plan of Distribution pursuant to Rule 12b-1 under the 1940 Act. Under the Plan, each Fund may pay compensation to the Distributor or any other distributor or financial institution with which the Trust has an agreement with respect to each Fund, with the amount of such compensation not to exceed an annual rate of 0.25% of each Fund’s average daily net assets. During the period ended March 31, 2023, 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, 2023:

 

    Purchases     Sales  
ETFMG Alternative Harvest ETF   $ 121,631,991     $ 124,753,225  
ETFMG U.S. Alternative Harvest ETF     36,717,805       4,772,818  

 

The costs of purchases and sales of in-kind transactions associated with creations and redemptions during the period ended March 31, 2023:

 

    Purchases In-
Kind
    Sales In-
Kind
 
ETFMG Alternative Harvest ETF   $ 7,448,992     $ 10,526,571  
ETFMG U.S. Alternative Harvest ETF     891,217        

 

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.

 

The ETFMG U.S. Alternative Harvest ETF had purchases of $146,589,206 and sales of $124,603,849 of U.S. Government obligations during the period ended March 31, 2023.

 

NOTE 7 — SECURITIES LENDING

 

The Fund may lend up to 33 1⁄3% of the value of the securities in its portfolio to brokers, dealers and financial institutions (but not individuals) under terms of participation in a securities lending program administered by U.S. Bank N.A. (“the Custodian”). The securities lending agreement requires that loans are collateralized at all times in an amount equal to at least 102% of the value of any loaned securities at the time of the loan, plus accrued interest. The Fund receives compensation in the form of fees and earn interest on the cash collateral. The amount of fees depends on a number of factors including the type of security and length of the loan. The Fund continues to receive interest payments or dividends on the securities loaned during the borrowing period. Gain or loss in the fair value of securities loaned that may occur during the term of the loan will be for the account of the Fund. The Fund has the right under the terms of the securities lending agreement to recall the securities from the borrower on demand. The cash collateral is invested by the Custodian in accordance with approved investment guidelines. Those guidelines require the cash collateral to be invested in readily marketable, high quality, short -term obligations either directly on behalf of the Fund or through one or more joint accounts, money market funds, or short-term bond funds, including those advised by or affiliated with the Adviser; 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. Other investment companies, in which the Fund may invest cash collateral, can be expected to incur fees and expenses for operations, such as investment advisory and administration fees, which would be in addition to those incurred by the Fund, and which may be received in full or in part by the Adviser. Pursuant to guidance issued by the SEC staff, fees and expenses of money market funds used for cash collateral received in connection with loans of securities are not treated as Acquired Fund Fees and Expenses, which reflect a fund’s pro rata share of the fees and expenses incurred by other investment companies in which the Fund invests (as disclosed in the Prospectus, as applicable). The Fund could also experience delays in recovering its securities and possible loss of income or value if the borrower fails to return the borrowed securities, although the Fund is indemnified from this risk by contract with the securities lending agent.

 

32

 

ETFMG TM ETFs

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2023 (Unaudited) (Continued)

 

 

As of the period ended March 31, 2023 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*
 
ETFMG Alternative Harvest ETF   $ 66,053,163     $ 75,749,307  
ETFMG U.S. Alternative Harvest ETF     178,904       190,000  

 

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

 

NOTE 8 – FEDERAL INCOME TAXES

 

The components of distributable earnings (losses) and cost basis of investments for federal income tax purposes at September 30, 2022 were as follows:

 

    Cost     Gross
Unrealized
Appreciation
    Gross
Unrealized
Depreciation
    Net
Unrealized
Appreciation
(Depreciation)
 
ETFMG Alternative Harvest ETF   $ 1,195,995,311     $ 1,117,097     $ (723,732,266 )   $ (722,615,169 )
ETFMG U.S. Alternative Harvest                                
ETF     103,190,345       4,417       (7,411,655 )     (7,407,238 )

 

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.

 

33

 

ETFMG TM ETFs

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2023 (Unaudited) (Continued)

 

 

As of September 30, 2022, the components of distributable earnings (loss) on a tax basis were as follows:

 

    Undistributed
Ordinary
Income
    Undistributed
Long-Term
Gain
    Total
Distributable
Earnings
    Other
Accumulated
Loss
    Total
Accumulated
Gain (Loss)
 
ETFMG Alternative Harvest ETF   $ 1,579,488     $     $ 1,579,488     $ (1,085,293,999 )   $ (1,806,329,680 )
ETFMG U.S. Alternative Harvest ETF                       (21,665,648 )     (29,072,886 )

 

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, 2022, the Funds had accumulated capital loss carryovers of:

 

    Capital Loss
Carryforward
ST
    Capital Loss
Carryforward
LT
    Expires  
ETFMG Alternative Harvest ETF   $ (378,499,662 )   $ (706,791,957 )     Indefinite  
ETFMG U.S. Alternative Harvest ETF     (778,444 )     (43,673 )     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, 2022.

 

    Late Year
Ordinary
Loss
    Post- October Capital Loss  
ETFMG Alternative Harvest ETF   $     $  
ETFMG U.S. Alternative Harvest ETF     (20,843,531 )      

 

The tax character of distributions paid during the period ended March 31, 2023, and the year ended September 30, 2022 were as follows:

 

    Period Ended March
31, 2023
    Year Ended September
30, 2022
 
      From
Ordinary
Income
      From
Capital
Gains
      From
Ordinary
Income
      From
Capital
Gains
 
ETFMG Alternative Harvest ETF   $ 4,667,594           $ 12,808,889        
ETFMG U.S. Alternative Harvest ETF                        

 

34

 

ETFMG TM ETFs

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2023 (Unaudited) (Continued)

 

  

NOTE 9 – INVESTMENTS IN AFFILIATES

 

ETFMG Alternative Harvest ETF

ETFMG Alternative Harvest ETF owned the following companies during the period ended March 31, 2023. ETFMG Sit Ultra Short ETF and ETFMG U.S. Alternative Harvest ETF are deemed to be affiliates of the Fund as defined by the 1940 Act as of the period ended March 31, 2023. Transactions during the period in these securities were as follows:

 

Security Name   Value at
September 30,
2022
    Purchases     Sales     Realized
Gain
(Loss)(1)
    Change in
Unrealized
Appreciation
(Depreciation)
    Dividend
Income
    Value at
March 31,
2023
    Ending
Shares
 
ETFMG Sit Ultra                                                                
Short ETF *   $ 28,845,000     $     $     $     $ 214,320     $     $ 29,059,320       600,000  
ETFMG U.S.                                                                
Alternative Harvest ETF *     83,831,447       86,150,047       (11,941,279 )     (892,003 )     (32,151,109 )         $ 124,997,103       81,825,808  

 

*Affiliate as of March 31, 2023.

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

 

NOTE 10 – LEGAL MATTERS

 

The Trust, the Adviser, and certain officers and affiliated persons of the Adviser (together with the Adviser, the “Adviser Defendants”) were named as defendants in an action filed December 21, 2021, in the Superior Court of New Jersey, Union County, captioned PureShares, LLC, d/b/a PureFunds et al. v. ETF Managers Group, LLC et al., Docket No. UNN-C-152-21 (the “NJ Action”). The NJ Action asserted breach of contract and other tort claims and sought damages in unspecified amounts and injunctive relief. On May 25, 2022, the court in the NJ Action dismissed with prejudice all claims asserted against the Trust, as well as all contract claims and all except one tort claim asserted against the Adviser Defendants.

 

As of March 31, 2023, there were no adjustments made to the accompanying financial statements based on the above legal matters.

 

NOTE 11 – SUBSEQUENT EVENTS

 

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

  

35

 

ETFMG TM ETFs

 

APPROVAL OF ADVISORY AGREEMENTS AND BOARD CONSIDERATIONS

For the Period Ended March 31, 2023 (Unaudited)

 

 

Pursuant to Section 15(c) of the Investment Company Act of 1940 (the “1940 Act”), at a meeting held on March 23, 2023, and continued on March 29, 2023, 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 Alternative Harvest ETF (“MJ”) and ETFMG U.S. Alternative Harvest ETF (“MJUS”) (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 each Fund by the Adviser; (ii) the investment performance of each Fund; (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 each Fund in relation to other similar investment companies; (v) the extent to which economies of scale would be realized as each Fund grows and whether the advisory fees for each 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 Funds. The Board’s review included written and oral information furnished to the Board prior to and at the meeting held on March 23 and 29, 2023, 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, risk assessment process, 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 an executive session held prior to the meeting and also conferred in executive sessions both with and without representatives of management before and during the 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, including with respect to liquidity and derivatives usage; 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 in managing funds with significant derivatives exposure; and the quality of the Adviser’s compliance and risk assessment infrastructure. The Board also considered the Adviser’s experience managing exchange -traded funds (“ETFs”), as well as the Adviser’s response to recent market volatility and uncertainty. The Board then considered the Adviser’s financial resources and information regarding the Adviser’s ability to support its management of the Funds and obligations under the unified fee arrangement, noting that the Adviser had provided its financial statements and other information about its financial commitments for the Board’s review.

 

36

 

ETFMG TM ETFs

 

APPROVAL OF ADVISORY AGREEMENTS AND BOARD CONSIDERATIONS

For the Period Ended March 31, 2023 (Unaudited) (Continued)

 

 

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

 

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

 

Historical Performance

The Board then considered the past performance of the Funds over various time periods ended December 31, 2022. The Board also considered each Fund’s performance as compared to that of comparable ETFs, as determined by the Adviser (“peer group”), using data received from an independent third party.

 

The Board additionally reviewed the performance of MJ as compared to 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 MJ than it is for actively managed funds, given the Fund’s investment objective.

 

The Board also noted management’s further explanation that it is more relevant to review the performance of MJ by focusing on the extent to which each 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 also considered that the underlying index for MJ was changed materially during the prior year and the effect of the rebalance on index tracking. The Board noted management’s representations that MJ’s performance in tracking its underlying index was within the range of expectations. 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.

 

With respect to MJUS, the Board considered management’s discussion of the Fund’s performance, noting the effect of the cost of financing swap transactions on performance.

 

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 the Adviser, using data received from an independent third party. Among other information, the Board noted that the advisory fee for each of MJ and MJUS is higher than the average and equal to the median expense ratios for its respective peer group. 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 and, therefore, the information provided about the comparable ETFs may not provide meaningful direct comparisons to the Funds.

  

37

 

ETFMG TM ETFs

 

APPROVAL OF ADVISORY AGREEMENTS AND BOARD CONSIDERATIONS

For the Period Ended March 31, 2023 (Unaudited) (Continued)

 

  

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.

 

The Board also evaluated the compensation and other benefits received by the Adviser from its relationship with the Funds, taking into account profitability information provided by the Adviser. The Board received and reviewed profitability information on a fund by fund basis and considered how profit margins could affect the Adviser’s long-term viability and ability to attract and retain high-quality personnel. The Board also considered the impact on the Adviser’s profitability of payments made to, or received from, partners involved with certain of the Funds. Based on the information provided to the Trustees, the Trustees concluded that the net revenue retained 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.

 

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 concluded that no changes to the advisory fee structure of the Funds were necessary.

 

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.

 

38

 

ETFMG TM ETFs

 

EXPENSE EXAMPLE

March 31, 2023 (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,
2022
    Ending
Account
Value
March 31,
2023
    Expenses
Paid During
the Period^
    Annualized
Expense
Ratio
During the
Period
October 1,
2022 to
March 31,
2023
 
ETFMG Alternative Harvest ETF                                
Actual   $ 1,000.00     $ 769.00     $ 3.31       0.75 %
Hypothetical (5% annual)     1,000.00       1,021.19       3.78       0.75 %
ETFMG U.S. Alternative Harvest ETF                                
Actual     1,000.00       709.60       3.28       0.77 %
Hypothetical (5% annual)     1,000.00       1,021.09       3.88       0.77 %

 

^ The dollar amounts shown as expenses paid during the period are equal to the annualized six-month expense ratio multiplied by the average account value during the period, multiplied by 182/365 (to reflect the one-half year period).

  

39

 

ETFMG TM ETFs

 

STATEMENT REGARDING LIQUIDITY RISK MANAGEMENT PROGRAM

March 31, 2023 (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 Alternative Harvest ETF and the ETFMG U.S. Alternative Harvest 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 23, 2023, the Program Administrator 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 period from March 1, 2022 through March 1, 2023 (the “Reporting Period”). No significant liquidity events impacting any Fund were noted in the report and it was represented that, as of December 31, 2022, each Fund, except the ETFMG Alternative Harvest ETF (“MJ”), was primarily highly liquid and, during the Reporting Period, each Fund held less than 15% in illiquid securities. The highly liquid investment minimum of MJ was discussed. 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.

 

40

 

ETFMG TM ETFs

 

SUPPLEMENTARY INFORMATION 

March 31, 2023 (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 most recent fiscal year ended September 30, 2022, 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
ETFMG Alternative Harvest ETF 66.57%
ETFMG U.S. Alternative Harvest ETF 0.00%

 

For corporate shareholders, the percent of ordinary income distributions qualifying for the corporate dividends received deduction for the most recent fiscal year ended September 30, 2022 was as follows:

 

Fund Name Dividends Received Deduction
ETFMG Alternative Harvest ETF 44.39%
ETFMG U.S. Alternative Harvest ETF 0.00%

 

Short Term Capital Gain

The percentage of taxable ordinary income distributions that are designated as short-term capital gain distributions under Internal Revenue Section 871 (k)(2)(C) for each Fund were as follows:

 

Fund Name Short-Term Capital Gain
ETFMG Alternative Harvest ETF 0.00%
ETFMG U.S. Alternative Harvest ETF 0.00%

 

During the year ended September 30, 2022, the Funds did not declare any long-term realized gains distributions.

 

41

 

ETFMG TM ETFs

 

SUPPLEMENTARY INFORMATION

March 31, 2023 (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 Part F of Form N-PORT. The Funds’ Part F of Form N-PORT is available on the website of the SEC at www.sec.gov and the Funds’ website at www.etfmgfunds.com. 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.

  

42

 

ETFMG TM 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). 15 None
John A.
Flanagan, (1946)
Treasurer (since 2015) President, John A. Flanagan CPA, LLC (accounting services) (since 2010); Treasurer, ETF Managers Trust (since 2015); Chief Financial Officer, ETF Managers Capital, LLC (commodity pool operator) (since 2015). n/a n/a
Kevin Hourihan (1978) Chief Compliance Officer (since 2022) Senior Principal Consultant, Fund Chief Compliance Officer, ACA Global, LLC (since 2022); Chief Compliance Officer, Ashmore Funds (2017-2022); Chief Compliance Officer, Ashmore Investment Management (US) Corp (2014-2022); Chief Compliance Officer, Ashmore Equities Investment Management (2015-2019). n/a n/a
Matthew J.
Bromberg (1973)
Assistant Secretary (since 2020)

Chief Compliance Officer of ETF Managers Group, LLC (since 2022); General Counsel and Secretary of Exchange Traded Managers Group LLC (since 2020); ETF Managers Group LLC (since 2020); ETFMG Financial LLC (since 2020); ETF Managers Capital LLC (since 2020); Partner of Dorsey & Whitney LLP (law firm) (2019-2020); General Counsel of WBI Investments, Inc. (2016-2019); Millington Securities, Inc. (2016-2019).

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

   

43

 

ETFMG Alternative Harvest ETF

 

Board of Trustees (Continued)

 

 

Name and Year of Birth Position(s) Held with the Trust, Term of Office and Length of Time Served Principal Occupation(s) During Past 5 Years Number of Portfolios in Fund Complex Overseen By Trustee Other Directorships Held by Trustee During Past 5 Years
Benjamin F.
Yuro (1990)
Assistant Treasurer (since 2022) Product Controller, ETF Managers Group, LLC (since 2021); Senior Associate – Private Equity, SS&C Technologies (2020-2021); Senior Accountant – Financial Services, WithumSmith+Brown, PC (2016-2020) n/a n/a
Terry Loebs (1963) Trustee (since 2014); Lead Independent Trustee (since 2020) Founder and Managing Member, Pulsenomics LLC (index product development and consulting firm) (since 2011); Managing Director, MacroMarkets, LLC (exchange-traded products firm) (2006-2011). 15 None
Eric Wiegel (1960) Trustee (since 2020)

Managing Partner, Global Focus Capital LLC (since 2013); Senior Portfolio Manager, Little House Capital (2019-2021); Chief Investment Officer, Insight Financial Strategist LLC (2017- 2018).

15 None

 

44

 

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 

U.S. Bank National Association

 

Custody Operations 

1555 North River Center Drive, Suite 302, Milwaukee, Wisconsin 53212

 

Transfer Agent 

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

615 East Michigan Street, Milwaukee, Wisconsin 53202

 

Securities Lending Agent 

U.S. Bank, National Association 

Securities Lending 

800 Nicolet Mall 

Minneapolis, MN 55402-7020 

 

Independent Registered Public Accounting Firm
WithumSmith + Brown, PC
1411 Broadway, 9th Floor, New York, NY 10018

 

Legal Counsel 

Sullivan & Worcester LLP 

1666 K Street NW, Washington, DC 20006

 

 

 

 

ETFMG Prime Junior Silver Miners ETF 

SILJ

 

ETFMG Prime 2x Daily Junior Silver 

Miners ETF 

SILX

 

Semi-Annual Report

 

March 31, 2023 

(Unaudited)

 

 

 

 

The funds are series of ETF Managers Trust.

 

 

 

ETFMG™ ETFs

 

TABLE OF CONTENTS 

March 31, 2023 (Unaudited)

 

 

Shareholders’ Letter Page
2
   
Growth of $10,000 Investment and Top 10 Holdings 5
   
Important Disclosures and Key Risk Factors 8
   
Portfolio Allocations 11
   
Schedules of Investments and Total Return Swaps 12
   
Statements of Assets and Liabilities 17
   
Statements of Operations 18
   
Statements of Changes in Net Assets 19
   
Financial Highlights 21
   
Notes to the Financial Statements 23
   
Approval of Advisory Agreement and Board Considerations 33
   
Expense Example 36
   
Statement Regarding Liquidity Risk Management Program 37
   
Trustees and Officers Table 38
   
Supplementary Information 40
   
Information about Portfolio Holdings 41
   
Information about Proxy Voting 41

 

 

 

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, 2022 to March 31, 2023.

 

Market Overview

 

The pace of inflation, as measured by the Consumer Price Index, showed signs of easing and together with positive corporate earnings and the prospect of lower interest rates, resulted in improved stock performance in late 2022. Stocks and bonds generally rallied in January, pulling back when reports of rising prices caused concern that the U.S. Federal Reserve would raise interest rates more than expected. Investor worries escalated in February with all three major U.S. stock indexes recording a loss for the month. While more broadly the first few months of 2023 have seen U.S. economic growth and a strong jobs market, macroeconomic headwinds continued to challenge stock markets during the period. Rising interest rates, supply chain disruptions, the Russia-Ukraine War, and a slowdown in global growth weighed on investor sentiment along with fears that the Fed’s monetary tightening would push the economy into a recession.

 

These conditions have impacted the ETFs’ performance during the period, among other factors, and the value of an investment in the ETFs. We encourage you to talk with your financial advisor and visit etfmg.com for further insight into investing in today’s markets.

 

Performance Overview

 

During the 6-month period ended March 31, 2023, the S&P 500 Total Return Index, returned 15.62%. Below is a performance overview for each Fund for the same 6-month period.

 

ETFMG Prime Junior Silver ETF (SILJ)

 

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

 

Over the period, the total return for the Fund was 21.95%, while the total return for the Index, which does not incur Fund expenses, was 22.98%. The best performers in the Fund on the basis of contribution to return were Capstone Copper Corp, Yamana Gold Inc, Hecla Mining Co, Harmony Gold Mining, and Eldorado Gold Corp, while the worst performers in the Fund on the basis of contribution to return were First Majestic Silver Corp, Mag Silver Corp, AbraSilver Resource Corp, Gold Resource Corp, and Andean Precious Metals Corp.

 

At the end of the reporting period, the Fund saw an average approximate allocation of 97.82% to Materials. The Fund was exposed predominately to Canada 75.04%, 10.99% to United States and 3.35% to South Africa.

 

ETFMG Prime 2x Daily Junior Silver Miners ETF (SILX) Operational Review

 

The following information pertains to the fiscal period from October 1, 2022 to March 31, 2023.

 

SILX is leveraged and seeks daily investment results, before fees and expenses, of 200% of the performance of the Index. SILX, as stated above, seek daily investment results and does not seek to track a multiple of the Index for periods of longer than one day. The performance of the SILX over longer periods may not correlate to the Index performance. SILX should not be held by investors for long periods and should be used as a short-term trading vehicle. SILX is not suitable for all investors and should be utilized only by sophisticated investors who understand the risks associated with the use of leverage, the consequences of seeking daily leveraged investment results and intend to actively monitor and manage their investments.

 

2 

 

 

SILX attempts to provide investment results that correlate to 200% of the return of the Index, meaning SILX attempts to move in the same direction as the Index.

 

In seeking to achieve the daily investment results of SILX, ETF Managers Group LLC (the “Adviser”) relies upon quantitative analysis to generate orders resulting in repositioning the investments of SILX in accordance with its daily investment objective. Using this approach, the Adviser determines the type, quantity and mix of investment positions that it believes in combination should produce daily returns consistent with the objective of SILX. As a consequence, if the SILX is performing as designed, the return of the Index will dictate the return for SILX. SILX pursues its investment objective regardless of market conditions and does not take defensive positions. SILX has a clearly articulated goal which requires it to seek economic exposure significantly in excess of its net assets. To meet its objectives, SILX invests in some combination of financial instruments, including derivatives. SILX invests significantly in derivatives, including swap agreements. The Adviser uses these types of investments to produce economically “leveraged” investment results. Leveraging allows the Adviser to generate a greater positive or negative return than what would be generated on the invested capital without leverage, thus changing small market movements into larger changes in the value of the investments of SILX.

 

SILX may use certain investment techniques, including investments in derivatives, which may be considered aggressive. Investments in derivatives in general are subject to market risks that may cause their prices to fluctuate dramatically over time. Additionally, use of such instruments may increase the volatility of SILX. The use of derivatives may expose SILX to additional risks that they would not be subject to if they invested directly in the securities underlying those derivatives, such as counterparty risk. The use of derivatives may result in larger losses or smaller gains than otherwise would be the case.

 

Because SILX seeks daily investment results of the Index, a comparison of the return of SILX to the Index does not provide an indication of whether SILX has met its investment objective. To determine if SILX has met its daily investment goals, the Adviser performs quantitative analysis seeking to determine the expected performance of SILX as compared to the Index. The quantitative analysis includes predictive models as well as stress-testing and back-testing. Factors Affecting Performance of SILX:

 

Leverage – SILX seeks daily investment results (before fees and expenses) of 200% the performance of the Index. The use of leverage magnifies the gains or losses of SILX and increases the investment’s risk and volatility of SILX.

 

Index Performance – The daily performance of the Index, and the factors and market conditions implicitly affecting the Index, are the primary factors driving SILX performance. Given the daily goals, the daily

 

Index returns are most important. The market conditions that affected the Index during the past year are described in the Performance Overview section.

 

Volatility and Compounding – The goal of SILX is to provide the specified multiple of the daily return of the Index. Over periods longer than a single day, SILX should not be expected to provide the multiple of the return of the underlying index. Due to the effects of compounding, a universal mathematical concept that applies to all investments, returns of SILX over longer periods are greater or less than the daily stated goal of SILX. Periods of high volatility that lack a clear trend hurt performance while trending, low volatility markets enhance performance.

 

Cost of Financing – In order to attain leveraged or inverse leveraged exposure, SILX receives OBFR plus or minus a spread as applied to the borrowed portion of the exposure of SILX. The spread varies by counterparty and is a function of market demand, hedging costs, access to balance sheet, borrow volatility, current counterparty exposure and administrative costs associated with the swap counterparty. An increase in interest rates which affects the cost of financing will further impact performance and ability to track the Index.

 

3 

 

 

Fees, Expenses, and Transaction Costs – Fees and expenses are listed in the SILX prospectus and may be higher than many traditional index funds’ fees, which cause a greater negative impact on SILX performance. Transactions costs are not included in the expense ratio of SILX. Transaction costs can be higher due to the use of derivatives by SILX, shorting securities, frequent creation and redemption activity, or trading securities that are comparatively less liquid.

 

ETFMG Prime 2x Daily Junior Silver Miners ETF (SILX) Performance Review

 

The following information pertains to the fiscal period from October 1, 2022 to March 31, 2023.

 

SILX seeks to provide daily investment results, before fees and expenses, that correspond to two times (2x) the return of the Index for a single day, not for any other period. Over the reporting period, the Index had a total return of 22.98% and volatility of 43.14%. Given the daily investment objectives of SILX and the path dependency of returns for longer periods, the return of the Index for the reporting period alone should not generate expectations of SILX performance for the same period. SILX returned 27.40% for the reporting period and had volatility of 85.98%. For the reporting period SILX had an average daily volume of 77,567 shares and an average daily statistical correlation of 98.13% to the return of the Index.

 

Swap Agreements:

 

During the reporting period, SILX invested in swap agreements in order to gain the desired exposure to the Index. These derivatives generally tracked the performance of SILJ, and SILX was generally negatively impacted from financing rates associated with their use. SILX entered into swap agreements with counterparties that the Adviser determined to be major, global financial institutions.

 

If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in SILX may decline. SILX has sought to mitigate this risk by generally requiring counterparties to post collateral for the benefit of SILX, marked to market daily, in an amount approximately equal to the amount the counterparty owed SILX, subject to certain minimum thresholds objective.

 

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

 

Sincerely,

 

 

Samuel Masucci III 

Chairman of the Board

  

4 

 

 

ETFMG Prime Junior Silver Miners ETF 

Growth of $10,000 (Unaudited)

 

 

 

                Since     Value of  
Average Annual Returns   1 Year     5 Year     Inception     $10,000  
Period Ended March 31, 2023   Return     Return     (11/28/12)      (3/31/2023)  
ETFMG Prime Junior Silver Miners ETF (NAV)     -21.02 %     1.90 %     -4.80 %   $ 6,016  
ETFMG Prime Junior Silver Miners ETF (Market)     -20.98 %     1.94 %     -4.80 %   $ 6,013  
S&P 500 Index     -7.73 %     11.19 %     13.07 %   $ 35,585  
Prime Junior Silver Miners & Explorers Index*     -20.41 %     2.20 %     -3.96 %   $ 6,585  

 

* The Fund’s benchmark before 8/1/17 was the ISE Junior Silver (Small Cap Miners/Explorers) Index. On 8/1/17, the Fund’s benchmark became the Prime Junior Silver Miners & Explorers Index.

 

Performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance of the Fund may be lower or higher than the performance quoted. All performance is historical and includes reinvestment of dividends and capital gains. Performance data current to the most recent month end may be obtained by calling 1-844-ETF-MGRS (1-844-383-6477).

 

The chart illustrates the performance of a hypothetical $10,000 investment made on November 28, 2012, and is not intended to imply any future performance. The returns shown do not reflect the deduction of taxes that a shareholder would pay on fund distributions from the sale of Fund shares. The chart assumes reinvestment of capital gains and dividends, if any. The index returns do not reflect fees or expenses and are not available for direct investment.

 

5 

 

 

ETFMG Prime Junior Silver Miners ETF

 

 

Top Ten Holdings as of March 31, 2023 (Unaudited)* 

  Security  

% of Total Investments

1 First Majestic Silver Corp. 13.01%
2 MAG Silver Corp. 9.57%
3 Capstone Copper Corp. 6.48%
4 Hecla Mining Co. 6.08%
5 Pan American Silver Corp. 5.15%
6 SSR Mining, Inc. 4.20%
7 SilverCrest Metals, Inc. 4.19%
8 Aya Gold & Silver, Inc. 3.76%
9 Harmony Gold Mining Co., Ltd. - ADR 3.40%
10 Endeavour Silver Corp. 2.96%

 

Top Ten Holdings = 58.80% of Total Investments 

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

  

6 

 

 

ETFMG Prime 2x Daily Junior Silver Miners ETF

Growth of $10,000 (Unaudited)

 

 

 

          Since     Value of  
Average Annual Returns   1 Year     Inception     $ 10,000  
Period Ended March 31, 2023   Return     (6/15/2021)     (3/31/2023)  
ETFMG Prime 2x Daily Junior Silver Miners ETF (NAV)     -54.37 %     -51.97 %   $ 2,688  
ETFMG Prime 2x Daily Junior Silver Miners ETF (Market)     -55.18 %     -52.14 %   $ 2,670  
S&P 500 Index     -7.73 %     -0.27 %   $ 9,952  
Prime Junior Silver Miners & Explorers Index     -20.41 %     -20.61 %   $ 6,613  

 

Performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance of the Fund may be lower or higher than the performance quoted. All performance is historical and includes reinvestment of dividends and capital gains. Performance data current to the most recent month end may be obtained by calling 1-844 -ETF- MGRS (1-844-383 -6477).

 

The chart illustrates the performance of a hypothetical $10,000 investment made on June 15, 2021, 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, if any. The Index Returns do not reflect fees or expenses and are not available for direct investment.

 

7 

 

 

ETFMG™ ETFs

 

 

Important Disclosures and Key Risk Factors

 

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

 

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

 

SILJ

 

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

 

Investments in foreign securities involve political, economic and currency risks, greater volatility and differences in accounting methods. These risks are greater for investments in emerging markets. The Fund is non-diversified, meaning it may concentrate its assets in fewer individual holdings than a diversified fund. Therefore, the Fund is more exposed to individual issuer volatility than a diversified fund. Funds that are less diversified across countries or geographic regions are generally riskier than more geographically diversified funds and risks associated with such countries or geographic regions may negatively affect a Fund. Investments in small capitalization companies tend to have limited liquidity and greater price volatility than large-capitalization companies. The ETFMG Prime Junior Silver Miners ETF is subject to risks associated with the worldwide price of silver and the costs of extraction and production. Worldwide silver prices may fluctuate substantially over short periods of time, so the Fund’s share price may be more volatile than other types of economic conditions, tax treatment, government regulation and intervention, and world events in the regions in which the company’s 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.

 

8 

 

 

ETFMG™ ETFs

 

 

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

 

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

 

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

 

SILX

 

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

 

Investing in an ETFMG 2x Daily Inverse Leveraged ETF may be more volatile than investing in broadly diversified funds. The use of leverage by an ETF increases the risk to the ETF. The ETFMG 2x Daily Leveraged ETFs are not suitable for all investors and should be utilized only by sophisticated investors who understand leverage risk, consequences of seeking daily leveraged, or daily inverse leveraged, investment results and intend to actively monitor and manage their investment.

 

The use of derivatives such as swaps are subject to additional risks that may cause prices to fluctuate over time and include the effects of compounding, market volatility, leverage risk, aggressive investment techniques risk, counterparty risk, and intra -day investment risk. Please see the summary and full prospectuses for a more complete description of these and other risks of investing in the Fund.

 

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.

 

9 

 

 

ETFMG™ ETFs

 

 

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

 

The Fund is a recently organized, diversified management investment company with limited operating history. ETF Managers Group LLC is the investment advisor to the Fund.

 

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

 

The Fund is intended to be made available only to U.S. residents. Under no circumstances is any information provided on this website intended for distribution to or use by, or to be an offer to sell to or solicitation of an offer to buy the Fund or any investment product or service of, any person or entity in any jurisdiction or country, other than the United States, where such distribution, use, offer or solicitation would subject the Fund or its affiliates to any registration requirement or be unlawful under the securities laws of that jurisdiction or country.

  

10 

 

 

ETFMG™ ETFs

 

PORTFOLIO ALLOCATIONS 

As of March 31, 2023 (Unaudited)

 

 

    ETFMG     ETFMG Prime  
    Prime Junior     2x Daily Junior  
    Silver Miners     Silver Miners  
    ETF     ETF  
As a percent of Net Assets:                
Australia     0.3 %     %
Canada     77.4        
Luxembourg     1.0        
Peru     2.5        
South Africa     3.4        
United Kingdom     1.5        
United States     11.5        
Virgin Islands     0.2        
Total Return Swap           87.9  
Short-Term and other Net Assets (Liabilities)     2.2       12.1  
      100.0 %     100.0 %

 

11 

 

 

ETFMG™ ETFs

 

ETFMG Prime Junior Silver Miners ETF 

 

Schedule of Investments 

March 31, 2023 (Unaudited)

 

 

    Shares     Value  
                 
COMMON STOCKS - 97.8%                
Australia - 0.3%                
Metals & Mining - 0.3% (d)                
Kingsgate Consolidated, Ltd. (a)     2,100,435     $ 2,106,051  
                 
Canada - 77.4%                
Metals & Mining - 77.4% (d)                
AbraSilver Resource Corp. (a)     14,374,412       4,147,999  
Americas Gold & Silver Corp. (a)(e)     5,168,762       2,447,657  
Andean Precious Metals Corp. (a)(e)     4,591,354       2,717,783  
Aris Mining Corp.     1,250,159       3,857,316  
Ascot Resources, Ltd. (a)(e)     4,974,225       2,539,560  
Aya Gold & Silver, Inc. (a)     3,342,234       26,906,035  
Bear Creek Mining Corp. (a)(e)     4,307,076       2,198,951  
Benchmark Metals, Inc. (a)     2,125,878       739,299  
Canada Silver Cobalt Works, Inc. (a)     1,965,415       109,069  
Capstone Copper Corp. (a)     10,265,741       46,334,458  
Coppernico Metals, Inc. (a)(b)     585,867       121,469  
Discovery Silver Corp. NPV (a)     10,125,630       9,814,706  
Dolly Varden Silver Corp. (a)     6,262,102       4,795,616  
Dundee Precious Metals, Inc.     1,824,755       13,312,678  
Eldorado Gold Corp. (a)     1,771,943       18,355,310  
Endeavour Silver Corp. (a)     5,450,585       21,148,270  
Excellon Resources, Inc. (a)     958,346       262,366  
Filo Mining Corp. (a)     1,138,145       19,571,210  
First Majestic Silver Corp.     12,902,606       93,027,789  
Fortuna Silver Mines, Inc. (a)     2,782,821       10,604,164  
GoGold Resources, Inc. (a)     9,191,337       14,213,758  
Guanajuato Silver Co., Ltd. (a)     8,699,886       3,669,208  
Hudbay Minerals, Inc.     2,512,748       13,181,934  
Kootenay Resources, Inc. (a)(b)     224,973       1,664  
Kootenay Silver, Inc. (a)     9,450,507       909,039  
Liberty Gold Corp. (a)     2,674,414       1,167,521  
MAG Silver Corp. (a)     5,417,563       68,466,131  
Mako Mining Corp. (a)     550,936       864,213  
Mandalay Resources Corp. (a)(e)     763,384       1,479,886  
Metalla Royalty & Streaming, Ltd. (a)     455,913       2,560,399  
Minaurum Gold, Inc. (a)(e)     3,027,338       425,597  
Mirasol Resources, Ltd. (a)(e)     496,466       330,610  
New Gold, Inc. (a)     6,542,982       7,116,673  
New Pacific Metals Corp. (a)     1,399,781       3,780,393  
Orla Mining, Ltd. (a)     2,932,683       13,909,359  
Pan American Silver Corp.     2,019,047       36,840,325  
Sabina Gold & Silver Corp. (a)     5,362,565       8,134,116  
Santacruz Silver Mining, Ltd. (a)     9,796,247       3,515,486  
Seabridge Gold, Inc. (a)     779,946       10,070,335  
Sierra Metals, Inc. (a)     1,373,840       406,612  

 

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

 

12 

 

 

ETFMG™ ETFs

 

ETFMG Prime Junior Silver Miners ETF 

 

Schedule of Investments 

March 31, 2023 (Unaudited) (Continued)

 

 

    Shares     Value  
Silvercorp Metals, Inc.     5,085,667     $ 19,341,715  
SilverCrest Metals, Inc. (a)     4,214,734       29,969,363  
SSR Mining, Inc.     1,987,280       30,055,496  
Summa Silver Corp. (a)     2,153,162       1,083,352  
Trevali Mining Corp. (a)(b)     967,999        
Vizsla Silver Corp. (a)     4,850,230       7,428,765  
Total Metals & Mining             561,933,655  
                 
Luxembourg - 1.0%                
Metals & Mining - 1.0% (d)                
Nexa Resources SA     1,200,053       7,536,333  
                 
Peru - 2.5%                
Metals & Mining - 2.5% (d)                
Cia de Minas Buenaventura SAA - ADR     2,238,064       18,307,363  
                 
South Africa - 3.4%                
Metals & Mining - 3.4% (d)                
Harmony Gold Mining Co., Ltd. - ADR     5,936,326       24,338,937  
                 
United Kingdom - 1.5%                
Metals & Mining - 1.5% (d)                
Adriatic Metals PLC (a)     2,426,144       6,180,286  
Hochschild Mining PLC     4,705,496       4,904,945  
Total Metals & Mining             11,085,231  
                 
United States - 11.5%                
Metals & Mining - 11.5% (d)                
Coeur Mining, Inc. (a)     2,834,540       11,309,815  
Gatos Silver, Inc. (a)     1,915,094       12,505,564  
Gold Resource Corp. (a)     740,607       777,637  
Golden Minerals Co. (a)     4,209,439       854,516  
Hecla Mining Co.     6,871,464       43,496,367  
Ivanhoe Electric, Inc. (a)     891,287       10,829,137  
McEwen Mining, Inc. (a)     454,721       3,851,487  
Total Metals & Mining             83,624,523  
                 
Virgin Islands (UK) - 0.2%                
Metals & Mining - 0.2% (d)                
Sailfish Royalty Corp. (e)     1,784,705       1,439,385  
TOTAL COMMON STOCKS (Cost $763,753,104)             710,371,478  

 

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

 

13 

 

 

ETFMG™ ETFs

 

ETFMG Prime Junior Silver Miners ETF

 

Schedule of Investments 

March 31, 2023 (Unaudited) (Continued)

 

 

    Shares     Value  
SHORT-TERM INVESTMENTS - 0.7%                
Money Market Funds - 0.7%                
First American Government Obligations Fund - Class X, 4.64% (c)     4,736,069     $ 4,736,069  
TOTAL SHORT-TERM INVESTMENTS (Cost $4,736,069)             4,736,069  
                 
Total Investments (Cost $768,489,173) - 98.5%             715,107,547  
Other Assets in Excess of Liabilities - 1.5%             10,808,617  
TOTAL NET ASSETS - 100.0%           $ 725,916,164  

 

Percentages are stated as a percent of net assets.

 

ADR American Depositary Receipt

PLC Public Limited Company

(a) Non-income producing security.

(b) Value determined based on estimated fair value. The value of these securities total $123,133, which represents 0.02% of total net assets. Classified as Level 3 in the fair value hierarchy. Please refer to Note 2 of the Notes to Financial Statements.

(c) The rate shown is the annualized seven-day yield at period end.

(d) As of March 31, 2023, the Fund had a significant portion of its assets invested in the Metals & Mining Industry.

(e) These securities have been deemed illiquid according to the Fund’s liquidity guidelines. The value of these securities total $13,579,429, which represents 1.87% of total net assets.

 

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.

 

14 

 

 

ETFMG™ ETFs

 

ETFMG Prime 2x Daily Junior Silver Miners ETF

 

Schedule of Investments 

March 31, 2023 (Unaudited)

 

 

    Shares     Value  
SHORT-TERM INVESTMENTS - 12.1%                
Money Market Funds - 12.1%                
First American Government Obligations Fund - Class X, 4.64% (a)     739,026     $ 739,026  
TOTAL SHORT-TERM INVESTMENTS (Cost $739,026)             739,026  
                 
Total Investments (Cost $739,026) - 12.1%             739,026  
Other Assets in Excess of Liabilities - 87.9%             5,361,783  
TOTAL NET ASSETS - 100.0%           $ 6,100,809  

 

Percentages are stated as a percent of net assets.

 

(a) The rate shown is the annualized seven-day yield at period end.

 

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

 

15 

 

 

ETFMG™ ETFs

 

ETFMG Prime 2x Daily Junior Silver Miners ETF

 

Schedule of Total Return Swaps 

March 31, 2023 (Unaudited)

 

 

    Fund                                  
    Pays/Receives                   Upfront           Unrealized  
Reference   Reference         Payment     Financing   Premiums     Notional     Appreciation  
Entity   Entity     Counterparty   Frequency     Rate   Paid/Received     Amount     (Depreciation)  
ETFMG Prime Junior Silver Miners ETF Swap     Receives     Cowen and Company, LLC     Monthly     Overnight Bank Funding Rate Index + 1.10%   $     $ 11,925,466     $  

 

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

 

16 

 

 

ETFMG™ ETFs

 

STATEMENTS OF ASSETS AND LIABILITIES 

As of March 31, 2023 (Unaudited)

 

 

          ETFMG  
          Prime 2x  
    ETFMG Prime     Daily Junior  
    Junior Silver     Silver Miners  
    Miners ETF     ETF  
ASSETS                
Investments in unaffiliated securities, at value*   $ 715,107,547     $ 739,026  
Foreign currency*     749        
Deposits at Broker for total return swap contracts           4,038,450  
Receiveable for open swap contracts           1,325,090  
Receivables:                
Dividends and interest receivable     104,476       2,149  
Receivable for investments sold     93,850,359        
Total assets     809,063,131       6,104,715  
                 
LIABILITIES                
Payables:                
Management fees payable     386,372       3,906  
Payable for investments purchased     82,760,595        
Total liabilities     83,146,967       3,906  
Net Assets   $ 725,916,164     $ 6,100,809  
                 
NET ASSETS CONSIST OF:                
Paid-in Capital   $ 1,076,113,445     $ 5,543,363  
Total Distributable Earnings (Accumulated Losses)     (350,197,281 )     557,446  
Net Assets   $ 725,916,164     $ 6,100,809  
                 
*Identified Cost:                
                 
Investments in unaffiliated securities   $ 768,489,173     $ 739,026  
Foreign currency     744        
                 
Shares Outstanding^     65,400,000       2,270,000  
Net Asset Value, Offering and Redemption Price per Share   $ 11.10     $ 2.69  

 

^ No par value, unlimited number of shares authorized

 

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

 

17 

 

ETFMG™ ETFs

 

STATEMENTS OF OPERATIONS 

For the Period Ended March 31, 2023 (Unaudited)

 

 

    ETFMG     ETFMG Prime  
    Prime Junior     2x Daily Junior  
    Silver Miners     Silver Miners  
    ETF     ETF  
INVESTMENT INCOME                
Income:                
Dividends from unaffiliated securities (net of foreign withholdings tax of $236,323 and $0, respectively)   $ 1,730,064     $  
Interest     126,721       19,541  
Total Investment Income     1,856,785       19,541  
                 
Expenses:                
Management fees     2,366,870       16,449  
Total Expenses     2,366,870       16,449  
Net Investment Income (Loss)     (510,085 )     3,092  
                 
REALIZED & UNREALIZED GAIN (LOSS) ON INVESTMENTS AND SWAP CONTRACTS                
Net Realized Gain (Loss) on:                
Unaffiliated Investments     (40,210,428 )      
In-Kind redemptions     5,474,021        
Foreign currency and foreign currency translation     (765,202 )      
Swap contracts           954,120  
Net Realized Gain (Loss) on Investments, Swap Contracts and In-Kind redemptions     (35,501,609 )     954,120  
Net Change in Unrealized Appreciation (Depreciation) of:                
Unaffiliated Investments     168,711,855        
Foreign currency and foreign currency translation     (22,081 )      
Net change in Unrealized Appreciation (Depreciation) on Investments and Swap Contracts     168,689,774        
Net Realized Gain on Investments and Swap Contracts     133,188,165       954,120  
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS   $ 132,678,080     $ 957,212  

 

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

 

18 

 

 

ETFMG Prime Junior Silver Miners ETF

 

STATEMENTS OF CHANGES IN NET ASSETS

 

 

    Period Ended        
    March 31,     Year Ended  
    2023     September 30,  
    (Unaudited)     2022  
OPERATIONS            
Net investment income (loss)   $ (510,085 )   $ 933,359  
Net realized loss on investments, in-kind redemptions and foreign currency and foreign currency translation     (35,501,609 )     (130,198,048 )
Net change in unrealized appreciation (depreciation) of investments and foreign currency and foreign currency translation     168,689,774       (73,184,613 )
Net increase (decrease) in net assets resulting from operations     132,678,080       (202,449,302 )
                 
DISTRIBUTIONS TO SHAREHOLDERS                
Total distributions from distributable earnings     (380,891 )     (2,774,481 )
                 
CAPITAL SHARE TRANSACTIONS                
Net increase (decrease) in net assets derived from net change in outstanding shares     (12,738,625 )     83,589,400  
Transaction Fees (See Note 1)           4,914  
Net increase (decrease) in net assets from capital share transactions     (12,738,625 )     83,594,314  
Total increase (decrease) in net assets     119,558,564       (121,629,469 )
                 
NET ASSETS                
Beginning of Period/Year     606,357,600       727,987,069  
End of Period/Year   $ 725,916,164     $ 606,357,600  
                 
Summary of share transactions is as follows:                

 

    Period Ended              
    March 31, 2023     Year Ended  
    (Unaudited)     September 30, 2022  
    Shares     Amount     Shares     Amount  
Shares Sold     1,200,000     $ 12,093,145       18,400,000     $ 245,058,950  
Transaction Fees  (See Note 1)                       4,914  
Shares Redeemed     (2,350,000 )     (24,831,770 )     (13,450,000 )     (161,469,550 )
Net Transactions in Fund Shares     (1,150,000 )   $ (12,738,625 )     4,950,000     $ 83,594,314  
Beginning Shares     66,550,000               61,600,000          
Ending Shares     65,400,000               66,550,000          

 

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

 

19 

 

 

ETFMG Prime 2x Daily Junior Silver Miners ETF

 

STATEMENTS OF CHANGES IN NET ASSETS

 

 

    Period Ended        
    March 31,     Year Ended  
    2023     September 30,  
    (Unaudited)     2022  
OPERATIONS            
Net investment income (loss)   $ 3,092     $ (12,467 )
Net realized gain (loss) on swap contracts     954,120       (2,140,682 )
Net increase (decrease) in net assets resulting from operations     957,212       (2,153,149 )
                 
CAPITAL SHARE TRANSACTIONS                
Net increase in net assets from capital share transactions     3,160,989       3,629,613  
Total increase in net assets     4,118,201       1,476,464  
                 
NET ASSETS                
Beginning of Period/Year     1,982,608       506,144  
End of Period/Year   $ 6,100,809     $ 1,982,608  
                 
Summary of share transactions is as follows:                

 

    Period Ended              
    March 31, 2023     Year Ended  
    (Unaudited)     September 30, 2022  
    Shares     Amount     Shares     Amount  
Shares Sold     1,330,000     $ 3,160,989       1,110,000     $ 5,357,120  
Shares Redeemed                 (280,000 )     (1,727,507 )
Net Transactions in Fund Shares     1,330,000     $ 3,160,989       830,000     $ 3,629,613  
Beginning Shares     940,000               110,000          
Ending Shares     2,270,000               940,000          

 

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

 

20 

 

 

ETFMG Prime Junior Silver Miners ETF

 

FINANCIAL HIGHLIGHTS 

For a capital share outstanding throughout each period/year

 

 

    Period                                
    Ended                                
    March 31,     Year Ended     Year Ended     Year Ended     Year Ended     Year Ended  
    2023     September 30,     September 30,     September 30,     September 30,     September 30,  
    (Unaudited)     2022     2021     2020     2019     2018  
                                                 
Net Asset Value, Beginning of Period/Year   $ 9.11     $ 11.82     $ 13.79     $ 9.45     $ 8.70     $ 11.84  
Income (Loss) from Investment Operations:                                                
Net investment income (loss)1     (0.01 )     0.01       (0.01 )     (0.05 )     (0.02 )     (0.03 )
Net realized and unrealized gain (loss) on investments     2.01       (2.68 )     (1.76 )     4.56       0.91       (3.11 )
Total from investment operations     2.00       (2.67 )     (1.77 )     4.51       0.89       (3.14 )
Less Distributions:                                                
Distributions from net investment income     (0.01 )     (0.04 )     (0.20 )     (0.17 )     (0.14 )      
Total distributions     (0.01 )     (0.04 )     (0.20 )     (0.17 )     (0.14 )      
Capital Share Transactions:                                                
Transaction fees           0.00 2     0.00 2                  
Net asset value, end of period/year   $ 11.10     $ 9.11     $ 11.82     $ 13.79     $ 9.45     $ 8.70  
Total Return     21.95 %3     (22.63 )%     (13.06 )%     48.06 %     10.45 %     (26.50 )%
                                                 
Ratios/Supplemental Data:                                                
Net assets at end period/year (000’s)   $ 725,916     $ 606,358     $ 727,987     $ 408,319     $ 100,119     $ 45,265  
                                                 
Gross Expenses to Average Net Assets     0.69 %4     0.69 %     0.69 %     0.69 %     0.69 %     0.69 %
Net Investment Income (Loss) to Average Net Assets     (0.15 )%4     0.12 %     (0.10 )%     (0.46 )%     (0.21 )%     (0.32 )%
Portfolio Turnover Rate     93 %3     34 %     26 %     71 %     34 %     36 %

 

1 Calculated based on average shares outstanding during the period/year.
2 Amount is less than 0.005.
3 Not annualized.
4 Annualized.

  

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

 

21 

 

 

ETFMG Prime 2x Daily Junior Silver Miners ETF

 

FINANCIAL HIGHLIGHTS 

For a capital share outstanding throughout each period/year

 

 

    Period Ended              
    March 31,     Year Ended     Period Ended  
    2023     September 30,     September 30,  
    (Unaudited)       2022       20211  
                         
Net Asset Value, Beginning Period/Year   $ 2.11     $ 4.60     $ 10.00  
Income (Loss) from Investment Operations:                        
Net investment income (loss) 2     0.00 5      (0.03 )     (0.02 )
Net realized gain (loss) on investments     0.58       (2.46 )     (5.38 )
Total from investment operations     0.58       (2.49 )     (5.40 )
Net asset value, end of period/year   $ 2.69     $ 2.11     $ 4.60  
Total Return     27.40 %3     (54.16 )%     (53.98 )%3
                         
Ratios/Supplemental Data:                        
                         
Net assets at end of period/year (000’s)   $ 6,101     $ 1,983     $ 506  
                         
Gross Expenses to Average Net Assets     0.95 %4     0.95 %     0.95 %4
Net Investment Income (Loss) to Average Net Assets     0.18 %4     (0.75 )%     (0.88 )%4
Portfolio Turnover Rate     0 %3     0 %     0 %3

 

1 The Fund commenced operations on June 15, 2021.
2 Calculated based on average shares outstanding during the period/year.
3 Not annualized.
4 Annualized.
5 Amount is less than 0.005.

 

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

 

22 

 

 

ETFMG™ ETFs

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2023 (Unaudited)

 

 

NOTE 1 – ORGANIZATION

 

ETFMG Prime Junior Silver Miners ETF (“SILJ”) and ETFMG Prime 2x Daily Junior Silver Miners ETF (“SILX”) (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
ETFMG Prime
Junior Silver
Miners ETF
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 (the “Index”).
ETFMG Prime
2x Daily Junior
Silver Miners
ETF
6/15/2021 Seeks daily investment results, before fees and expenses, that correspond to two times (2x) the return of the Index for a single day, not for any other period.

 

The Funds may use a combination of swaps on the Index and swaps on an ETF whose investment objective is to track the performance of the same, or a substantially similar index to achieve its investment objective.

 

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 for SILJ and 10,000 shares for SILX, called “Creation Units.” Creation Units are issued and redeemed principally in-kind for securities included in a specified Index. Once created, shares generally trade in the secondary market at market prices that change throughout the day in quantities less than a Creation Unit. Except when aggregated in Creation Units, shares are not redeemable securities of a Fund. Shares of a Fund may only be purchased or redeemed by certain financial institutions (“Authorized Participants”). An Authorized Participant is either (i) a broker-dealer or other participant in the clearing process through the Continuous Net Settlement System of the National Securities Clearing Corporation or (ii) a DTC participant and, in each case, must have executed a Participant Agreement with the Distributor. Most retail investors do not qualify as Authorized Participants nor have the resources to buy and sell whole Creation Units. Therefore, they are unable to purchase or redeem the shares directly from a Fund. Rather, most retail investors may purchase Shares in the secondary market with the assistance of a broker and may be subject to customary brokerage commissions or fees.

 

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

 

23 

 

 

ETFMG™ ETFs

 

NOTES TO FINANCIAL STATEMENTS
March 31, 2023 (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 Fund may invest in certain other investment companies (underlying funds). 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 ETF Managers Group, LLC (the “Adviser”), using procedures adopted 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, 2023, the ETFMG Prime Junior Silver Miners ETF held three securities that were fair valued by the Adviser.

 

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

 

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

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

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

 

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

 

24 

 

 

ETFMG™ ETFs

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2023 (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 is a summary of the inputs used to value the Funds’ net assets as of March 31, 2023:

 

ETFMG Prime Junior Silver Miners ETF

Assets^   Level 1     Level 2     Level 3     Total  
Common Stocks   $ 710,248,345     $     $ 123,133     $ 710,371,478  
Short-Term Investments     4,736,069                   4,736,069  
Total Investments in Securities   $ 714,984,414     $     $ 123,133     $ 715,107,547  

 

ETFMG Prime 2x Daily Junior Silver Miners ETF

Assets^   Level 1     Level 2     Level 3     Total  
Short-Term Investments   $ 739,026     $     $     $ 739,026  
Total Investments in Securities   $ 739,026     $     $     $ 739,026  

 

Swap Contracts*   Level 1     Level 2     Level 3     Total  
Short-Term Investments   $     $     $     $  
Total Swap Contracts   $     $     $     $  

 

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

* Swap contracts are derivative instruments, which are presented at the unrealized appreciation/depreciation on the instrument.

 

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’ 2022 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.

 

25 

 

 

ETFMG™ ETFs

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2023 (Unaudited) (Continued)

 

 

As of March 31, 2023, management has reviewed the tax positions for open periods (for Federal purposes, three years from the date of filing and for state purposes, generally a range of three to four years from the date of filing), as applicable to the Funds, and has determined that no provision for income tax is required in the Funds’ financial statements.

 

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

 

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

 

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

 

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

 

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

 

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

 

26 

 

 

ETFMG™ ETFs

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2023 (Unaudited) (Continued)

 

 

Derivatives

 

The Funds may enter into swap agreements; including interest rate, index, and total return swap agreements. Swap agreements are contracts between parties in which one party agrees to make periodic payments to the other party based on the change in market value or level of a specified rate, index or asset. In return, the other party agrees to make payments to the first party based on the return of a different specified rate, index or asset. Swap agreements will usually be done on a net basis, i.e., where the two parties make net payments with a Fund receiving or paying, as the case may be, only the net amount of the two payments. The net amount of the excess, if any, of a Fund’s obligations over its entitlements with respect to each swap is accrued on a daily basis and an amount of cash or equivalents having an aggregate value at least equal to the accrued excess is maintained by the Fund.

 

The total return swap contracts are subject to master netting agreements, which are agreements between a Fund and its counterparties that provide for the net settlement of all transactions and collateral with the Fund through a single payment, in the event of default or termination. Amounts presented on the schedule of total return swaps are gross settlement amounts.

 

The following table presents the Funds’ gross derivative assets and liabilities by counterparty and contract type, net of amounts available for offset under a master netting agreement and the related collateral received or pledged by the Funds as of March 31, 2023.

 

ETFMG Prime 2x Daily Junior Silver Miners ETF

 

                          Gross Amounts not
offset in the Statements
of Assets & Liabilities
     
Counterparty   Investment Type   Gross
Amounts of
Recognized
Assets
Presented in
the
Statements
of Assets &
Liabilities
    Gross
Amounts
Available
Offset
    Net
Amounts
    Financial
Instruments
  Collateral
Received
    Net
Amount
 
Cowen and   Total Return                                            
Company, LLC   Swap Contract   $ 1,325,090     $     $ 1,325,090     $   $     $ 1,325,090  

 

The average monthly notional amount of the swap contracts during the period ended March 31, 2023 for SILX was $4,690,231.

 

The following is a summary of the effect of swap contracts on the Funds’ Statements of Assets and Liabilities as of March 31, 2023:

 

        Assets     Liabilities     Net Unrealized
Gain (Loss)
 
ETFMG Prime 2x                            
Daily Junior Silver                            
Miners ETF   Swap Contract   $ 1,325,090     $     $  

 

27 

 

 

ETFMG™ ETFs

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2023 (Unaudited) (Continued)

 

 

The following is a summary of the effect of swap contracts on the Funds’ Statements of Operations for the period ended March 31, 2023:

 

        Realized Gain
(Loss)
    Change in Unrealized
Appreciation/Depreciation
 
ETFMG Prime 2x Daily Junior                
Silver Miners ETF   Swap Contract   $ 954,120     $  

 

NOTE 3 – RISK FACTORS

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

28 

 

 

ETFMG™ ETFs

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2023 (Unaudited) (Continued)

 

 

Derivatives Risk. Derivatives are financial instruments that derive value from the underlying reference asset or assets, such as stocks, bonds, or funds (including ETFs), interest rates or indexes. A Fund’s investments in derivatives may pose risks in addition to, and greater than, those associated with directly investing in securities or other ordinary investments, including risk related to the market, leverage, imperfect daily correlations with underlying investments or the Fund’s other portfolio holdings, higher price volatility, lack of availability, counterparty risk, liquidity, valuation and legal restrictions. The use of derivatives is a highly specialized activity that involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. The use of derivatives may result in larger losses or smaller gains than directly investing in securities. When a Fund uses derivatives, there may be imperfect correlation between the value of the reference assets and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives may expose a Fund to losses in excess of those amounts initially invested.

 

Daily Index Correlation/Tracking Risk. There is no guarantee that a Fund will achieve a high degree of correlation to the Index and therefore achieve its daily leveraged investment objective. To achieve a high degree of correlation with the Index, a Fund seeks to rebalance its portfolio daily to keep leverage consistent with its daily leveraged investment objective. In addition, a Fund’s exposure to the Index is impacted by the Index’s movement. Because of this, it is unlikely that a Fund will be perfectly exposed to the Index at the end of each day. The possibility of the Fund being materially over- or under-exposed to the Index increases on days when the Index is volatile near the close of the trading day. Market disruptions, regulatory restrictions and extreme volatility will also adversely affect a Fund’s ability to adjust exposure to the required levels.

 

On February 24, 2022, Russia commenced a military attack on Ukraine. The outbreak of hostilities between the two countries could result in more widespread conflict and could have a severe adverse effect on the region and the markets. In addition, sanctions imposed on Russia by the United States and other countries, and any sanctions imposed in the future could have a significant adverse impact on the Russian economy and related markets. The price and liquidity of investments may fluctuate widely as a result of the conflict and related events. How long such conflict and related events will last and whether it will escalate further cannot be predicted, nor its effect on the Funds.

 

A complete description of the principal risks is included in each Fund’s prospectus under the heading “Principal Investment Risks.”

 

NOTE 4 – MANAGEMENT AND OTHER CONTRACTS

 

The Adviser 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 Adviser, the Adviser 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 Adviser is also responsible for arranging transfer agency, custody, fund administration and accounting, and other non-distribution related services necessary for the Funds to operate.

 

29 

 

 

ETFMG™ ETFs

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2023 (Unaudited) (Continued)

 

 

Under the Investment Advisory Agreement, the Adviser 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 Adviser 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:

 

ETFMG Prime Junior Silver Miners ETF 0.69%
ETFMG Prime 2x Daily Junior Silver Miners ETF 0.95%

 

Under the Investment Advisory Agreement, the Adviser has agreed to pay all expenses of the Funds, except for: the fee paid to the Adviser pursuant to the Investment Advisory Agreement, interest charges on any borrowings, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, extraordinary expenses, and distribution (12b-1) fees and expenses (collectively, “Excluded Expenses”). The Adviser has entered into an agreement with its affiliate ETFMG Financial, LLC to serve as distributor to the Funds (the “Distributor”). The Distributor provides marketing support for the Funds, including distributing marketing materials related to the Funds. Level ETF Ventures, LLC (“Level”) serves as the index provider for SILJ and SILX. Level is not affiliated with the Trust or the Adviser.

 

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 Adviser compensates the Administrator for these services under an administration agreement between the two parties.

 

The Adviser pays each independent Trustee a quarterly fee for service to the Funds. Each Trustee is also reimbursed by the Adviser 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, 2023, 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, 2023:

 

    Purchases     Sales  
ETFMG Prime Junior Silver Miners ETF   $ 336,005,918     $ 341,076,281  

 

The costs of purchases and sales of in-kind transactions associated with creations and redemptions during the period ended March 31, 2023:

 

    Purchases In-Kind     Sales In-Kind  
ETFMG Prime Junior Silver Miners ETF   $ 11,519,928     $ 24,511,687  

 

30 

 

 

ETFMG™ ETFs

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2023 (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, 2023.

 

NOTE 7 – FEDERAL INCOME TAXES

 

The components of distributable earnings (losses) and cost basis of investments for federal income tax purposes at September 30, 2022 were as follows:

 

    Cost     Gross
Unrealized
Appreciation
    Gross
Unrealized
Depreciation
    Net
Unrealized
Appreciation
(Depreciation)
 
ETFMG Prime Junior Silver Miners ETF   $ 872,535,620     $ 39,564,185     $ (305,870,519 )   $ (266,306,334 )
ETFMG Prime 2x Daily Junior Silver                                
Miners ETF   $ 481,078                    

 

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, 2022, the components of distributable earnings (loss) on a tax basis were as follows:

 

    Undistributed
Ordinary
Income
    Undistributed
Long-Term
Gain
    Total
Distributable
Earnings
    Other
Accumulated
Loss
    Total
Accumulated
Gain (Loss)
 
ETFMG Prime Junior Silver Miners ETF   $     $     $     $ (216,188,136 )   $ (482,494,470 )
ETFMG Prime 2x Daily Junior Silver Miners ETF   $     $     $     $ (399,766 )   $ (399,766 )

 

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, 2022, the Funds had accumulated capital loss carryovers of:

 

    Capital Loss
Carryforward
ST
    Capital Loss
Carryforward
LT
    Expires  
ETFMG Prime Junior Silver Miners ETF   $ (96,264,792 )   $ (115,329,264 )     Indefinite  
ETFMG Prime 2x Daily Junior Silver Miners ETF     (399,766 )           Indefinite  

 

31 

 

 

ETFMG™ ETFs

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2023 (Unaudited) (Continued)

 

 

Under current tax law, capital and currency losses realized after October 31 of a Fund’s fiscal year may be deferred and treated as occurring on the first business day of the following fiscal year for tax purposes. The following Funds had deferred post-October capital and currency losses, which will be treated as arising on the first business day of the year ending September 30, 2022.

 

    Late Year
Ordinary
Loss
    Post-
October
Capital
Loss
 
ETFMG Prime Junior Silver Miners ETF   $ (4,593,857 )   $  
ETFMG Prime 2x Daily Junior Silver Miners ETF            

 

The tax charter of distributions paid during the period ended March 31, 2023, and the year ended September 30, 2022 were as follows:

 

    Period Ended
March 31, 2023
    Year Ended
September 30, 2022
 
    From
Ordinary
Income
    From
Capital
Gains
    From
Ordinary
Income
    From
Capital
Gains
 
ETFMG Prime Junior Silver Miners ETF   $ 380,891           $ 2,774,481        
ETFMG Prime 2x Daily Junior Silver Miners                                
ETF                        

 

NOTE 8 – LEGAL MATTERS

 

The Trust, the Adviser, and certain officers and affiliated persons of the Adviser (together with the Adviser, the “Adviser Defendants”) were named as defendants in an action filed December 21, 2021, in the Superior Court of New Jersey, Union County, captioned PureShares, LLC, d/b/a PureFunds et al. v. ETF Managers Group, LLC et al., Docket No. UNN-C-152-21 (the “NJ Action”). The NJ Action asserted breach of contract and other tort claims and sought damages in unspecified amounts and injunctive relief. On May 25, 2022, the court in the NJ Action dismissed with prejudice all claims asserted against the Trust, as well as all contract claims and all except one tort claim asserted against the Adviser Defendants.

 

As of March 31, 2023, there were no adjustments made to the accompanying financial statements based on the above legal matters.

 

NOTE 9 – 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.

 

32 

 

 

ETFMG Prime Junior Silver Miners ETF

ETFMG Prime 2X Daily Junior Silver Miners ETF

 

APPROVAL OF ADVISORY AGREEMENT AND BOARD CONSIDERATIONS

For the Period Ended March 31, 2023 (Unaudited)

 

Pursuant to Section 15(c) of the Investment Company Act of 1940 (the “1940 Act”), at a meeting held on March 23, 2023, and continued on March 29, 2023, the Board of Trustees (the “Board”) of ETF Managers Trust (the “Trust”) considered the approval 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 Prime Junior Silver Miners ETF (“SILJ”) and ETFMG Prime 2X Daily Junior Silver Miners ETF (“SILX”) (each a “Fund” and collectively, the “Funds”).

 

Pursuant to Section 15 of the 1940 Act, the Advisory Agreement must be approved 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. In preparation for such meeting, the Board requests and reviews a wide variety of information from the Adviser.

 

In reaching its decision, the Board, including the Independent Trustees, considered all factors it believed relevant, including: (i) the nature, extent and quality of the services to be provided to each Fund by the Adviser; (ii) comparative fee and expense data for each Fund in relation to other similar investment companies; (iii) the extent to which economies of scale may be realized as the Funds grow and whether the proposed advisory fee for each Fund reflects these expected economies of scale for the benefit of the Fund; and (iv) other financial benefits to the Adviser and its affiliates resulting from services to be rendered to the Funds. The Board’s review included written and oral information furnished to the Board prior to and at the meeting held on March 23 and 29, 2023, and throughout the year. Among other things, the Adviser provided responses to detailed series of questions, which included information about the Adviser’s operations, service offerings, personnel, risk assessment and compliance programs 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 presentation and any other information that the Board received at the meeting, and deliberated on the approval 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 approval 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 Funds. The Independent Trustees conferred amongst themselves and independent legal counsel during an executive session held prior to the meeting and also conferred in executive session both with and without representatives of management before and during the meeting. The Independent Trustees requested, received and considered additional information arising out of these executive sessions.

 

Nature, Extent and Quality of Services Provided.

The Trustees considered the scope of services to be provided under the Advisory Agreement, noting that the Adviser provides investment advisory 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 each Fund determining the daily baskets of deposit securities and cash components; executing portfolio security trades for purchases and redemption of Fund shares conducted on a cash-in-lieu basis; responsibility for daily monitoring of tracking error and quarterly reporting to the Board, including with respect to liquidity and derivatives usage; and implementation of Board directives as they relate to each 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 in managing funds with significant derivatives exposure; and the quality of the Adviser’s compliance and risk assessment infrastructure.

 

33 

 

 

ETFMG Prime Junior Silver Miners ETF

 ETFMG Prime 2X Daily Junior Silver Miners ETF

 

APPROVAL OF ADVISORY AGREEMENT AND BOARD CONSIDERATIONS

For the Period Ended March 31, 2023 (Unaudited) (Continued)

 

The Board also considered the Adviser’s experience managing ETFs, as well as the Adviser’s response to recent market volatility and uncertainty. The Board then considered the Adviser’s financial resources and information regarding the Adviser’s ability to support its management of the Funds and obligations under the unified fee arrangement, noting that the Adviser had provided its financial statements and other information about its financial commitments for the Board’s review.

 

The Board also considered other services provided to the Funds, such as overseeing the Funds’ service providers, monitoring adherence to each 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 each Fund by the Adviser.

 

Historical Performance.

The Board then considered the past performance of the Funds over various time periods ended December 31, 2022. The Board also considered each Fund’s performance as compared to that of comparable ETFs, as determined by the Adviser (“peer group”) using data received from an independent third party.

 

The Board additionally reviewed each Fund’s performance as compared to its underlying index or the correlation of returns to benchmark information, as applicable, for various time periods. The Board noted management’s explanation that analysis of investment performance, in absolute terms, is less relevant than it is for actively managed funds, given the Funds’ 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 correlation of performance verses the benchmark (or relevant multiple thereof). The Board reviewed information regarding each Fund’s correlation of return to the benchmark, discussing, as applicable, factors which contributed to each Fund’s correlation of returns. The Board noted underperformance by each Fund relative to its benchmark (or relevant multiple thereof) 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, cash drag, the process of rebalancing the Funds’ portfolios and regulatory requirements, such as limits on leverage risk from the use of derivatives. The Board noted management’s representations that the Funds’ performance correlation of returns versus target performance was within the range of expectations. The Board concluded that, after taking these factors into account, each Fund’s correlation of returns versus target performance was satisfactory.

 

The Board further noted that it had received and would continue to receive regular reports regarding each Fund’s performance, including with respect to how well it is achieving its investment objective, at its quarterly meetings.

 

Cost of Services Provided, Fall-Out Benefits 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 the Adviser using data received from an independent third party. Among other information, the Board noted that the advisory fee for SILJ is higher than the average and median expense ratios for its peer group, and that with respect to SILX, the advisory fee is lower than the average and median expense ratios for its peer group. 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 and, therefore, the information provided about the comparable ETFs may not provide meaningful direct comparisons to the Funds.

 

34 

 

 

ETFMG Prime Junior Silver Miners ETF

 ETFMG Prime 2X Daily Junior Silver Miners ETF

 

APPROVAL OF ADVISORY AGREEMENT AND BOARD CONSIDERATIONS

For the Period Ended March 31, 2023 (Unaudited) (Continued)

 

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.

 

The Board also evaluated the compensation and other benefits received by the Adviser from its relationship with the Funds, taking into account profitability information provided by the Adviser. The Board received and reviewed profitability information on a fund by fund basis and considered how profit margins could affect the Adviser’s long-term viability and ability to attract and retain high-quality personnel. The Board also considered the impact on the Adviser’s profitability of payments made to, or received from, partners involved with certain of the Funds. Based on the information provided to the Trustees, the Trustees concluded that the net revenue retained 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.

 

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 concluded that no changes to the advisory fee structure of the Funds were necessary.

 

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 fee is reasonable in light of the services that the Adviser provides to the Funds; and (c) approved the renewal of the Advisory Agreement for another year.

 

35 

 

 

ETFMG™ ETFs

 

EXPENSE EXAMPLE

Period Ended March 31, 2023 (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,
2022
    Ending
Account
Value
March 31,
2023
    Expenses
Paid
During the
Period^
    Annualized
Expense
Ratio
During the
Period
October 1,
2022 to
March 31,
2023
 
ETFMG Prime Junior Silver Miners ETF                                
Actual   $ 1,000.00     $ 1,219.50     $ 3.82       0.69 %
Hypothetical (5% annual)     1,000.00       1,021.49       3.48       0.69 %
ETFMG Prime 2x Daily                                
Junior Silver Miners ETF                                
Actual     1,000.00       1,274.00       5.39       0.95 %
Hypothetical (5% annual)     1,000.00       1,020.19       4.78       0.95 %

 

^ The dollar amounts shown as expenses paid during the period are equal to the annualized six-month expense ratio multiplied by the average account value during the period, multiplied by 182/365 (to reflect the one-half year period).

 

36 

 

 

ETFMG™ ETFs

 

STATEMENT REGARDING LIQUIDITY RISK MANAGEMENT PROGRAM

March 31, 2023 (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 Prime Junior Silver Miners ETF and the ETFMG Prime 2X Daily Junior Silver Miners 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 23, 2023, the Program Administrator 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 period from March 1, 2022 through March 1, 2023 (the “Reporting Period”). No significant liquidity events impacting any Fund were noted in the report and, during the Reporting Period, each Fund held less than 15% in illiquid securities. The report also discussed which Funds were primarily highly liquid, as of December 31, 2022, and any Highly Liquid Investment Minimums that were set for a Fund. In addition, the Program Administrator provided its assessment that Program implementation was effective and that the Program operated adequately and effectively to enable the Program Administrator to oversee and manage liquidity risk and ensure each Fund is able to meet requests to redeem shares without significant dilution to the remaining investors’ interest in the Fund.

 

There can be no assurance that the Program will achieve its objectives in the future. Please refer to your Fund’s prospectus for more information regarding the Fund’s exposure to liquidity risk and other principal risks to which an investment in the Fund may be subject.

 

37 

 

 

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). 15 None
John A.
Flanagan, (1946)
Treasurer
(since 2015)
President, John A. Flanagan CPA, LLC (accounting services) (since 2010); Treasurer, ETF Managers Trust (since 2015); Chief Financial Officer, ETF Managers Capital, LLC (commodity pool operator) (since 2015). n/a n/a
Kevin Hourihan
(1978)
Chief
Compliance
Officer (since
2022)
Senior Principal Consultant, Fund Chief Compliance Officer, ACA Global, LLC (since 2022); Chief Compliance Officer, Ashmore Funds (2017-2022); Chief Compliance Officer, Ashmore Investment Management (US) Corp (2014-2022); Chief Compliance Officer, Ashmore Equities Investment Management (2015- 2019). n/a n/a
Matthew J.
Bromberg
(1973)
Assistant
Secretary
(since 2020)
Chief Compliance Officer of ETF Managers Group, LLC (since 2022); General Counsel and Secretary of Exchange Traded Managers Group LLC (since 2020); ETF Managers Group LLC (since 2020); ETFMG Financial LLC (since 2020); ETF Managers Capital LLC (since 2020); Partner of Dorsey & Whitney LLP (law firm) (2019-2020); General Counsel of WBI Investments, Inc. (2016-2019); Millington Securities, Inc. (2016-2019). n/a n/a
* Mr. Masucci is an interested Trustee by virtue of his role as the Chief Executive Officer of the Adviser.

 

38 

 

 

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
Benjamin F.
Yuro (1990)
Assistant
Treasurer
(since 2022)
Product Controller, ETF Managers Group, LLC (since 2021); Senior Associate – Private Equity, SS&C Technologies (2020-2021); Senior Accountant – Financial Services, WithumSmith+Brown, PC (2016- 2020). n/a n/a
Terry Loebs
(1963)
Trustee (since
2014); Lead
Independent
Trustee (since
2020)
Founder and Managing Member, Pulsenomics LLC (index product development and consulting firm) (since 2011); Managing Director, MacroMarkets, LLC (exchange-traded products firm) (2006-2011). 15 None
Eric Wiegel
(1960)
Trustee (since
2020)
Managing Partner, Global Focus Capital LLC (since 2013); Senior Portfolio Manager, Little House Capital (2019-2021); Chief Investment Officer, Insight Financial Strategist LLC (2017- 2018). 15 None

 

39 

 

 

ETFMG™ ETFs

 

SUPPLEMENTARY INFORMATION

March 31, 2023 (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, 2022, 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
ETFMG Prime Junior Silver Miners ETF 100.00%
ETFMG Prime 2x Daily Junior Silver Miners 0.00%
ETF  

 

For corporate shareholders, the percent of ordinary income distributions qualifying for the corporate dividends received deduction for the fiscal year ended September 30, 2022 was as follows:

 

Fund Name Dividends Received Deduction
ETFMG Prime Junior Silver Miners ETF 6.11%
ETFMG Prime 2x Daily Junior Silver Miners 0.00%
ETF  

 

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
ETFMG Prime Junior Silver Miners ETF 0.00%
ETFMG Prime 2x Daily Junior Silver Miners 0.00%
ETF  

 

During the year ended September 30, 2022, the Funds did not declare any long-term realized gains distributions.

 

40 

 

 

ETFMG™ ETFs

 

SUPPLEMENTARY INFORMATION

March 31, 2023 (Unaudited) (Continued)

 

 

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, 2022. Foreign taxes paid for purposes of Section 853 may be less than actual foreign taxes paid for financial statement purposes.

 

                Per Share        
Fund   Gross
Foreign
Source
Income
    Foreign
Taxes
Passthrough
    Gross Foreign
Source Income
    Foreign
Taxes
Passthrough
    Shares
Outstanding
at 9/30/22
 
ETFMG Prime Junior Silver Miners ETF   $ 6,758,031     $ 790,427       0.10154817       0.01187718       66,550,000  

 

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.

 

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 Part F of Form N-PORT. The Funds’ Part F of Form N-PORT is available on the website of the SEC at www.sec.gov and the Funds’ website at www.etfmgfunds.com. 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.

 

41 

 

 

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

U.S. Bank National Association

 

Custody Operations

1555 North River Center Drive, Suite 302, Milwaukee, Wisconsin 53212

 

Transfer Agent

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

615 East Michigan Street, Milwaukee, Wisconsin 53202

 

Securities Lending Agent

U.S. Bank, National Association

Securities Lending

800 Nicolet Mall

Minneapolis, MN 55402-7020

 

Independent Registered Public Accounting Firm

WithumSmith + Brown, PC

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

 

Legal Counsel

Sullivan & Worcester LLP

1666 K Street NW, Washington, DC 20006

 

 

 





(b)
Not applicable.

Item 2. Code of Ethics.

Not applicable for semi-annual reports.

Item 3. Audit Committee Financial Expert.

Not applicable for semi-annual reports.

Item 4. Principal Accountant Fees and Services.

Not applicable for semi-annual reports.

Item 5. Audit Committee of Listed Registrants.

Not applicable for semi-annual reports.

Item 6. Investments.

a)
Schedule of Investments is included as part of the report to shareholders filed under Item 1 of this Form.
b)
Not Applicable.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable to open-end investment companies.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable to open-end investment companies.


Item 9. Purchases of Equity Securities by Closed‑End Management Investment Company and Affiliated Purchasers.

Not applicable to open-end investment companies.


Item 10. Submission of Matters to a Vote of Security Holders.

Not applicable.




Item 11. Controls and Procedures.

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

(b)
There were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the period covered by this report that have materially affected, or are 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. Incorporated by reference to previous Form N-CSR filing.


(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.

(4) Change in the registrant’s independent public accountant. There was no change in the registrant’s independent public accountant for the period covered by this report.





SIGNATURES

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


(Registrant)  ETF Managers Trust                                      \




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


Date       June 7, 2023            


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


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

Date      June 7, 2023            


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


Date      June 7, 2023            


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