N-CSR 1 etfmg_n-csr.htm ANNUAL CERTIFIED SHAREHOLDER REPORT

 

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


FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES


Investment Company Act file number  811-22310


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


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

U.S. Bancorp Fund Services, LLC
615 East Michigan Street
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, 2017


Date of reporting period: September 30, 2017
 

 

Item 1. Reports to Stockholders.

 
 
 
(ETF LOGO)
 
Annual Report
September 30, 2017
 
ETFMG Prime Junior Silver ETF
Ticker: SILJ
 
ETFMG Prime Cyber Security ETF
Ticker: HACK
 
ETFMG Prime Mobile Payments ETF
Ticker: IPAY
 
ETFMG Drone Economy Strategy ETF
Ticker: IFLY
 
ETFMG Video Game Tech ETF
Ticker: GAMR

The Funds are individual series of ETF Managers Trust.

ETFMG™ ETFs
 
TABLE OF CONTENTS
September 30, 2017
 
 
Page
2
   
4
   
14
   
17
   
18
   
33
   
34
   
35
   
40
   
45
   
58
   
59
   
66
   
69
   
71
   
73
   
74
   
74
   
75
1

ETFMG™ ETFs
 
Shareholders Letter
 
Thank you for your interest in ETFMG Funds. The year ended September 30, 2017 marked a year of good performance for our four technology focused ETFs, the ETFMG Prime Cyber Security ETF (HACK); ETFMG Prime Mobile Payments ETF (IPAY); ETFMG Video Game Tech ETF (GAMR) and ETFMG Drone Economy Strategy ETF (IFLY), while the ETFMG Prime Junior Silver ETF (SILJ) performed negatively for the year.
 
During the year ended September 30, 2017, the S&P 500 Information Technology Sector Index, a broad measure of US listed technology companies, increased 28.88%. During the same period, the S&P Global 1200 Information Technology Sector Index, a broad measure of global technology companies, increased 30.73%. The fiscal year 2017 has been a period of strong performance for the broad technology sector. Two of the funds – GAMR and IFLY –outperformed both benchmarks, while a third (IPAY) outperformed the S&P 500 Information Technology Sector Index.
 
For all of the funds, the primary difference between fund returns and index returns were primarily the expenses of the funds, which are not part of the indexes that each of the funds track. On August 1, 2017, HACK, IPAY and SILJ began tracking new indexes developed by Prime Indexes (www.primeindexes.com).
 
The NAV return for HACK over the full year ended September 30, 2017 was 8.42%. HACK began tracking a new index on August 1, 2017. Over the period from October 1, 2016 to July 31, 2017, the Fund NAV return for HACK was 5.30%. The index HACK tracked over the period, the ISE Cyber Security Index, posted a 5.91% increase. On August 1, 2017, HACK began tracking the Prime Cyber Defense Index (“Prime Cyber Index”), which increased 2.11% over the two-month period from August 1, 2017 to September 30, 2017. The Fund NAV return for HACK over the same two-month period was 2.05%, in line with the positive performance of the Prime Cyber Index. The best performing stocks in the Fund during the year ended September 30, 2017 were Sophos (up 112.22%), Mimecast (up 47.41%) and Check Point Software (up 46.99%). The worst performing stocks during the period were MobileIron (down -41.73%), Precise Biometrics (down -40.65%) and Vasco Data Security (down -33.09%).
 
The NAV return for SILJ over the full year ended September 30, 2017 was down -23.53%. SILJ began tracking a new index on August 1, 2017. Over the period from October 1, 2016 to July 31, 2017, the Fund NAV return for SILJ was -18.29%. The index SILJ tracked over the period, the ISE Junior Silver Index, posted negative performance of -15.35%. On August 1, 2017, SILJ began tracking the Prime Junior Silver Miners & Explorers Index (“Prime Silver Index”), which posted negative performance of -5.55% over the two-month period from August 1, 2017 to September 30, 2017. The Fund NAV return for SILJ over the same two-month was negative -6.18%, in line with the negative performance of the Prime Silver Index. The total NAV return for the Fund over the full Fiscal Year was negative  -23.53%. The best performing stocks in the Fund during the year ended September 30, 2017 were Cautivo Mining (up 252.72%), Sierra Metals (up 84.17%), and Sabina Gold & Silver (up 69.44%). The worst performing stocks during the period were Santa Cruz Silver Mining (down -60.46%), Mandalay Resources (down -59.67%), and Endeavour Mining  (down -52.68%).
 
The NAV return for IPAY over the full year ended September 30, 2017 was 30.59%. IPAY began tracking a new index on August 1, 2017. Over the period from October 1, 2016 to July 31, 2017, the Fund NAV return for IPAY was 25.54%. The index IFLY tracked over the period, the ISE Mobile Payments Index, posted positive performance of 26.12%. On August 1, 2017, IPAY began tracking the Prime Mobile Payments Index (“Prime Mobile Index”), which increased 3.63% over the two-month period from August 1, 2017 to September 30, 2017. The Fund NAV return for IPAY over the same two-month period was 3.49%, in line with the positive performance of the Prime Mobile Index. The best performing stocks during the year ended September 30, 2017 were Square (up 146.87%), MoneyGram International (up 144.25%), and Green Dot Corporation (up 114.91%). The worst  performing stocks during the period were CPI Card Group (down -81.89%), Pax Global Technology (down -27.58%), and Fleetcor (down -10.95%).
2

The Fund NAV return for IFLY for the year ended September 30, 2017 was 36.39%, in line with the performance of its index, the Reality Shares Drone Index, which increased 35.64%. The best performing stocks were Aselsan (up 137.12%), Aerovironment (up 120.54%), and IXYS Corporation (up 97.99%). The worst performing stocks during the year were Korea Aerospace Industries (down -44.30%), GoPro (down -34.23%), and Ambarella (down -33.69%).
 
The Fund NAV return for GAMR for the year was 37.67%, in line with the performance of the index, the EEFund Video Game Tech Index, which increased 38.56%. The best performing stocks during the year were Nvidia (up 162.38%), Take-Two Interactive (up 126.37%), and Advanced Micro Devices (up 83.45%). The worst performing stocks during the year ended September 30, 2017 were Jakks Pacific (down -55.43%), Mattel (down -46.94%), and DeNA Co. (down -37.28%).
 
On behalf of ETFMG and our industry leading partners, I would like to thank you for your continued interest in ETFMG and our unique suite of ETFs. We endeavor to provide our investors with new and innovative products and look forward to continuing this for years to come.
 
You can find further details about GAMR, HACK, IFLY, IPAY and SILJ by visiting www.etfmgfunds.com, or by calling 1-844-ETF-MGRS.
 
Sincerely,
 
 
Samuel Masucci III
Chairman of the Board
 
Samuel Masucci III is a registered representative of ETFMG Financial, LLC.

3

ETFMG Prime Junior Silver ETF
Growth of $10,000
 
(LINE GRAPH)
 
               
Since
Average Annual Returns
 
1 Year
 
3 Year
 
Inception
Period Ended September 30, 2017
 
Return
 
Return 
 
(11/29/12) 
ETFMG Prime Junior Silver ETF (NAV)
 
-23.53
%
 
6.83
%
 
-9.71
%
ETFMG Prime Junior Silver ETF (Market)
 
-23.21
%
 
6.75
%
 
-9.69
%
S&P 500 Index
 
18.61
%
 
10.81
%
 
15.15
%
Prime Junior Silver (Small Cap Miners/Explorers)TM Index
 
-21.00
%
 
9.75
%
 
-7.92
%
                   
Total Fund Operating Expenses1
             
0.69
%
1. The expense ratio is taken from the Fund’s most recent prospectus dated September 8, 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, if any. Performance data current to the most recent month end may be obtained by calling 1-844- ETF-MGRS (1-844-383-6477).

The chart illustrates the performance of a hypothetical $10,000 investment made on November 29, 2012, and is not intended to imply any future performance. The returns shown do not reflect the impact 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 unmanaged indices do not reflect fees and are not available for direct investment.
4

ETFMG Prime Junior Silver ETF

Top Ten Holdings*

     
Security
 
% of Total
Investments†
1
 
Coeur Mining, Inc.
13.15%
2
 
Hecla Mining Co.
12.71%
3
 
Pan American Silver Corporation
12.04%
4
 
Hochschild Mining PLC
11.00%
5
 
First Majestic Silver Corp.
4.68%
6
 
Hudbay Minerals, Inc.
4.59%
7
 
Tahoe Resources, Inc.
4.55%
8
 
MAG Silver Corporation
4.35%
9
 
Yamana Gold, Inc.
4.23%
10
 
Silvercorp Metals, Inc.
3.70%

Top Ten Holdings =75.00% of Total Investments†
* Current portfolio holdings may not be indicative of future Fund holdings.
† Percentage of total investments less cash.
5

ETFMG Prime Cyber Security ETF
Growth of $10,000
 
(LINE GRAPH)
 
Average Annual Returns
 
1 Year
 
Since
Inception
Period Ended September 30, 2017
 
Return
 
(11/11/14)
ETFMG Prime Cyber Security ETF (NAV)
 
8.42
%
 
7.11
%
ETFMG Prime Cyber Security ETF (Market)
 
8.43
%
 
7.10
%
S&P 500 Index
 
18.61
%
 
9.90
%
ISE Cyber Security™ Index
 
10.17
%
 
8.51
%
             
Total Fund Operating Expenses1
       
0.60
%
1. The expense ratio is taken from the Fund’s most recent prospectus dated September 8, 2017.
 
Performance data quoted represents past performance and does not guarantee future results may be lower or higher than the performance quoted. All performance is historical and includes reinvestment of dividends and capital gains, if any. Performance 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 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 impact 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 unmanaged indices do not reflect fees and are not available for direct investment.
6

ETFMG Prime Cyber Security ETF

Top Ten Holdings*

     
Security
 
% of Total
Investments†
1
 
Science Applications International Corp.
3.91%
2
 
Cisco Systems, Inc.
3.86%
3
 
Akamai Technologies, Inc.
3.82%
4
 
FireEye, Inc.
3.78%
5
 
Juniper Networks, Inc.
3.77%
6
 
Trend Micro, Inc.
3.76%
7
 
Symantec Corp.
3.74%
8
 
Sophos Group PLC
3.74%
9
 
Check Point Software Technologies Ltd.
3.65%
10
 
Qualys, Inc.
3.62%

Top Ten Holdings =37.65% of Total Investments†
* Current portfolio holdings may not be indicative of future Fund holdings.
† Percentage of total investments less cash.
7

ETFMG Prime Mobile Payments ETF
Growth of $10,000
 
(LINE GRAPH)
Average Annual Returns
 
1 Year
 
Since
Inception
Period Ended September 30, 2017
 
Return
 
(7/15/15)
ETFMG Prime Mobile Payments ETF (NAV)
 
30.59
%
 
12.97
%
ETFMG Prime Mobile Payments ETF (Market)
 
30.20
%
 
13.12
%
S&P 500 Index
 
18.61
%
 
10.75
%
ISE Mobile PaymentsTM Index
 
32.00
%
 
13.81
%
             
Total Fund Operating Expenses1
       
0.75
%
1. The expense ratio is taken from the Fund’s most recent prospectus dated September 8, 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, if any. 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 impact 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 unmanaged indices do not reflect fees and are not available for direct investment.
8

ETFMG Prime Mobile Payments ETF

Top Ten Holdings*
     
Security
 
% of Total
Investments†
1
 
American Express Co.
5.24%
2
 
PayPal Holdings, Inc.
5.12%
3
 
MasterCard, Inc.
5.03%
4
 
Visa, Inc.
4.93%
5
 
Fidelity National Information Services, Inc.
4.80%
6
 
Fiserv, Inc.
4.44%
7
 
Discover Financial Services
4.20%
8
 
First Data Corp.
3.21%
9
 
FleetCor Technologies, Inc.
3.09%
10
 
Global Payments, Inc.
3.01%

Top Ten Holdings =43.07% of Total Investments†
* Current Fund holdings may not be indicative of future Fund holdings.
† Percentage of total investments less cash.
9

ETFMG Drone Economy Strategy ETF
Growth of $10,000
 
(LINE GRAPH)
 
Average Annual Returns
 
1 Year
 
Since
Inception
Period Ended September 30, 2017
 
Return
 
(3/8/2016)
ETMFG Drone Economy Strategy ETF (NAV)
 
36.39
%
 
27.44
%
ETFMG Drone Economy Strategy ETF (Market)
 
35.62
%
 
27.53
%
S&P 500 Index
 
18.61
%
 
19.12
%
Reality Shares Drone Index
 
35.64
%
 
27.20
%
             
Total Fund Operating Expenses1
       
0.75
%
1. The expense ratio is taken from the Fund’s most recent prospectus dated September 8, 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, if any. 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 impact 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 unmanaged indices do not reflect fees and are not available for direct investment.
10

ETFMG Drone Economy Strategy ETF

Top Ten Holdings*

     
Security
 
% of Total
Investments†
1
 
Aerovironment, Inc.
14.34%
2
 
Parrot SA
7.96%
3
 
Boeing Co.
4.45%
4
 
GoPro, Inc.
3.89%
5
 
Ambarella, Inc.
2.48%
6
 
Kratos Defense & Security Solutions, Inc.
1.85%
7
 
L3 Technologies, Inc.
1.71%
8
 
IXYS Corp.
1.67%
9
 
Textron, Inc.
1.67%
10
 
Honeywell International, Inc.
1.63%

Top Ten Holdings = 41.65% of Total Investments†
* Current Fund holdings may not be indicative of future Fund holdings.
† Percentage of total investments less cash.
11

ETFMG Video Game Tech ETF
Growth of $10,000
 
(LINE GRAPH)
Average Annual Returns
 
1 Year
 
Since
Inception
Period Ended September 30, 2017
 
Return
 
(3/8/2016)
ETFMG Video Game Tech ETF (NAV)
 
37.67
%
 
46.22
%
ETFMG Video Game Tech ETF (Market)
 
36.48
%
 
46.33
%
S&P 500 Index
 
18.61
%
 
19.12
%
EEFund Video Game TechTM Index
 
38.56
%
 
47.73
%
             
Total Fund Operating Expenses1
       
0.75
%
1. The expense ratio is taken from the Fund’s most recent prospectus dated September 8, 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, if any. 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 impact 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 unmanaged indices do not reflect fees and are not available for direct investment.
12

ETFMG Video Game Tech ETF

Top Ten Holdings*

     
Security
 
% of Total
Investments†
1
 
Glu Mobile, Inc.
4.92%
2
 
Nexon Co. Ltd
4.59%
3
 
Take-Two Interactive Software, Inc.
4.44%
4
 
Ubisoft Entertainment SA
4.11%
5
 
Webzen, Inc.
4.00%
6
 
NCSoft Corp.
3.95%
7
 
Square Enix Holdings Co. Ltd
3.93%
8
 
Nintendo Co. Ltd
3.84%
9
 
Activision Blizzard, Inc.
3.67%
10
 
Zynga, Inc.
3.57%

Top Ten Holdings =41.02% of Total Investments†
* Current Fund holdings may not be indicative of future Fund holdings.
† Percentage of total investments less cash.
13

ETFMG™ ETFs
Important Disclosures and Key Risk Factors
 
Investing involves risk, including the possible loss of principal. Shares of any ETF are bought and sold at market price (not NAV), may trade at a discount or premium to NAV and are not individually redeemed from the Fund. Brokerage commissions will reduce returns. Narrowly focused investments typically exhibit higher volatility.
 
Past performance is no indicative of future return. A Fund’s performance for very short time periods may not be indicative of future performance.
 
SILJ
 
The ETFMG Prime Junior Silver ETF (the “Fund” or the “Junior Silver ETF”) seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of the Prime Junior Silver Miners & Explores Index (the “Index”).
 
Investments in foreign securities involve political, economic and currency risks, greater volatility and differences in accounting methods. These risks are greater for investments in emerging markets. The Fund is non-diversified, meaning it may concentrate its assets in fewer individual holdings than a diversified fund. Therefore, the Fund is more exposed to individual issuer volatility than a diversified fund. Funds that are less diversified across countries or geographic regions are generally riskier than more geographically diversified funds and risks associated with such countries or geographic regions may negatively affect a Fund. Investments in small-capitalization companies tend to have limited liquidity and greater price volatility than large-capitalization companies. The ETFMG Prime Junior Silver ETF is subject to risks associated with the worldwide price of silver and the costs of extraction and production. Worldwide silver prices may fluctuate substantially over short periods of time, so the Fund’s share price may be more volatile than other types of economic conditions, tax treatment, government regulation and intervention, and world events in the regions in which the companies operation. Several foreign countries have begun a process of privatizing certain entities and industries. Privatized entities may lose money or be renationalized. The Fund invests in some economies that are heavily dependent upon trading with key partners. Any reduction in this trading may cause an adverse impact on the economy in which the Fund invests. The Fund’s return may not match or achieve a high degree of correlation with the return of the 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. 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 & Explores Index is designed to reflect the performance of small-capitalization companies involved in the silver industry, including companies that mine, explore and refine silver. The stocks are screened for liquidity and weighted according to modified free-float market capitalization. The Index generally is comprised of 20-30 securities. The Index was created and is maintained by Prime Indexes. An investment cannot be made directly in an index.
 
HACK
 
The Fund seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of the Prime Cyber Defense Index (the “Index”).
 
The fund is concentrated in technology-related companies 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. The Fund’s return may not match or achieve a high degree of correlation with the return of the 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.
14

ETFMG™ ETFs
The Prime Cyber Defense Index is designed to reflect the performance of companies involved in the cyber security industry, including companies that provide cyber security related hardware/software and services. The stocks are screened for liquidity and weighted according to modified free-float market capitalization. The Index was created and is maintained by Prime Indexes. An investment cannot be made directly in an index.
 
IPAY
 
The ETFMG Prime Mobile Payments ETF (the “Fund” or the “Mobile Payments ETF”) seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of the Prime Mobile Payments Index (the “Index”).
 
Mobile Payment Companies face intense competition, both domestically and internationally, and are subject to increasing regulatory constraints, particularly with respect to fees, competition and antitrust 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 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 reflect the performance of companies involved in the mobile and electronic payments industry, including card networks, processors, infrastructure/software and solutions companies. The stocks are screened for liquidity and weighted according to a modified linear-based capitalization-weighted methodology. The Index was created and is maintained by Prime Indexes. An investment cannot be made directly in an index.
 
IFLY
 
The ETFMG Drone Economy Strategy ETF (the “Fund” or the “Drone Economy ETF”) seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of the Reality Shares DroneTM Index (the “Index”).
15

ETFMG™ ETFs
Drone Economy Companies face intense competition, both domestically and internationally and are heavily dependent on the protection of patent and intellectual property rights. In addition, Drone Economy Companies may be dependent on the U.S. government and its agencies for a significant portion of their sales, and their success and growth may be affected by budgetary constraints, spending reductions, congressional appropriations, and administrative allocations of funds that affect the U.S. government and its agencies. Such factors may adversely affect the profitability and value of such companies. Investments in foreign securities involve political, economic and currency risks, greater volatility and differences in accounting methods. The Fund is non-diversified, meaning it may concentrate its assets in fewer individual holdings than a diversified fund. Investments in smaller companies tend to have limited liquidity and greater price volatility than large-capitalization companies. The Fund’s return may not match or achieve a high degree of correlation with the return of the Reality Shares Drone™ Index. To the extent the Fund utilizes a sampling approach, it may experience tracking error to a greater extent than if the Fund had sought to replicate the Index. Diversification does not guarantee a profit, nor does it protect against a loss in a declining market.
 
The Reality Shares Drone™ Index provides a benchmark for investors interested in tracking companies actively involved in drone technology and services. The Index uses Modified Equal Weight capitalization-weighted methodology. The index was created and is maintained by Reality Shares Index Committee. You cannot invest directly in an index.
 
GAMR
 
The ETFMG Video Game Tech ETF (the “Fund” or the “Video Game Tech ETF”) seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of the EEFund Video Game Tech Index (the “Index”).
 
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.
 
S&P 500: The S&P 500 Index is the Standard & Poor’s composite index of 500 stocks, a widely recognized, unmanaged index of common stock prices.
16

ETFMG™ ETFs
 
PORTFOLIO ALLOCATIONS
As of September 30, 2017 (Unaudited)
 
ETFMG Prime
Junior Silver
ETF
ETFMG
Prime
Cyber
Security
ETF
ETFMG
Prime
Mobile
Payments
ETF
ETFMG
Drone
Economy
Strategy
ETF
ETFMG
Video
Game
Tech
ETF
 
As a percent of Net Assets:
           
Canada
62.5%
—%
—%
—%
—%
 
Cayman Islands
2.8
5.6
 
Cyprus
1.8
 
Finland
0.1
 
France
5.0
12.6
4.5
 
Germany
3.3
1.3
0.7
 
Hong Kong
0.5
4.2
 
Israel
9.7
1.4
 
Italy
1.9
 
Japan
5.9
0.7
8.9
31.0
 
Netherlands
0.9
1.7
 
Norway
0.9
 
Puerto Rico
1.6
 
Republic of Korea
0.5
1.0
10.4
 
Spain
1.6
 
Sweden
2.7
2.0
 
Switzerland
1.1
 
Taiwan, Province of China
3.2
 
Turkey
2.7
 
United Kingdom
11.0
8.9
3.9
4.8
 
United States
26.4
73.9
83.0
56.3
35.5
 
Short-Term and other Net Assets (Liabilities)
0.1
0.1
0.2
0.3
0.9
 
 
100.0%
100.0%
100.0%
100.0%
100.0%
 

17

ETFMG™ ETFs
 
ETFMG Prime Junior Silver ETF
 
Schedule of Investments
September 30, 2017

   
Shares
   
Fair Value
 
             
COMMON STOCKS - 99.9%
           
Metals & Mining - 99.9%
           
Canada - 62.5%
           
Alexco Resource Corp. (a)
   
634,322
   
$
919,767
 
Americas Silver Corp. (a)
   
243,985
     
1,005,075
 
Aurcana Corp. (a)
   
708,765
     
144,849
 
Bear Creek Mining Corp. (a)
   
602,356
     
989,645
 
Cautivo Mining, Inc. (a)
   
18,219
     
 
Endeavour Silver Corp. (a)
   
663,889
     
1,580,056
 
Excellon Resources, Inc. (a)
   
534,587
     
869,735
 
First Majestic Silver Corp. (a)
   
397,471
     
2,718,702
 
Fortuna Silver Mines, Inc. (a)
   
290,810
     
1,272,549
 
Great Panther Silver Ltd. (a)
   
516,477
     
640,431
 
Hudbay Minerals, Inc. (a)
   
359,407
     
2,664,408
 
IMPACT Silver Corp. (a)
   
574,882
     
156,650
 
Kootenay Silver, Inc. (a)
   
1,247,459
     
224,947
 
MAG Silver Corp. (a) (Level 2)
   
225,404
     
2,523,658
 
Mandalay Resources Corp. (a)
   
2,034,068
     
546,113
 
Minco Silver Corp. (a)
   
558,476
     
371,497
 
Mirasol Resources Ltd. (a)
   
339,263
     
429,602
 
Pan American Silver Corp. (a)
   
410,467
     
6,990,522
 
Sabina Gold & Silver Corp. (a)
   
489,389
     
866,800
 
Santacruz Silver Mining Ltd. (a)
   
1,082,875
     
138,858
 
Sierra Metals, Inc. (a)
   
354,444
     
894,809
 
Silvercorp Metals, Inc. (a)
   
792,251
     
2,146,110
 
SSR Mining, Inc. (a)
   
195,953
     
2,076,136
 
Tahoe Resources, Inc.
   
501,023
     
2,640,391
 
Trevali Mining Corp. (a)
   
875,934
     
989,835
 
Yamana Gold, Inc.
   
927,489
     
2,457,846
 
Total Canada
           
36,258,991
 
                 
United Kingdom - 11.0%
               
Hochschild Mining PLC
   
2,077,879
     
6,390,090
 
                 
United States - 26.4%
               
Coeur Mining, Inc. (a)
   
830,954
     
7,636,467
 
Golden Minerals Co. (a)
   
642,131
     
308,223
 
Hecla Mining Co.
   
1,471,007
     
7,384,455
 
Total United States
           
15,329,145
 
Total Metals & Mining
           
57,978,226
 
TOTAL COMMON STOCKS (Cost $61,603,342)
           
57,978,226
 
 
The accompanying notes are an integral part of these financial statements.
18

ETFMG™ ETFs
 
ETFMG Prime Junior Silver ETF

Schedule of Investments
September 30, 2017 (Continued)

   
Shares
   
Fair Value
 
SHORT-TERM INVESTMENTS - 0.2%
           
Money Market Funds - 0.2%
           
Invesco Advisers, Inc. STIT - Treasury Portfolio - Institutional Class, 0.89% (b)
   
102,269
   
$
102,269
 
TOTAL SHORT-TERM INVESTMENTS (Cost $102,269)
           
102,269
 
                 
Total Investments (Cost $61,705,611) - 100.1%
           
58,080,495
 
Liabilities in Excess of Other Assets - (0.1)%
           
(47,987
)
TOTAL NET ASSETS - 100.0%
         
$
58,032,508
 
 
Percentages are stated as a percent of net assets.
 
(a)
Non-income producing security.
(b)
The rate quoted is the annualized seven-day yield at September 30, 2017.
 
The Global Industry Classification Standard (GICS®) was developed by and/or is the exclusive property of MSCI, Inc. and Standard & Poor’s Financial Services LLC (“S&P”).  GICS® is a service mark of MSCI, Inc. and S&P and has been licensed for use by the Fund’s Administrator, U.S. Bancorp Fund Services, LLC.

The accompanying notes are an integral part of these financial statements.
19

ETFMG™ ETFs
 
ETFMG Prime Cyber Security ETF
 
Schedule of Investments
September 30, 2017

   
Shares
   
Fair Value
 
             
COMMON STOCKS - 99.9%
           
Finland - 0.1%
           
Software - 0.1%
           
F-Secure OYJ
   
297,180
   
$
1,499,774
 
Israel - 9.7%
               
Communications Equipment - 0.9%
               
Radware Ltd. (a)
   
589,228
     
9,934,384
 
Software - 8.8%
               
Check Point Software Technologies Ltd. (a) ^
   
428,085
     
48,810,252
 
CyberArk Software Ltd. (a) ^
   
1,158,485
     
47,497,885
 
Total Software
           
96,308,137
 
Total Israel
           
106,242,521
 
                 
Japan - 5.9%
               
Software - 5.9%
               
Digital Arts, Inc.
   
183,700
     
7,917,752
 
FFRI, Inc.
   
177,416
     
6,819,144
 
Trend Micro, Inc.
   
1,020,301
     
50,232,993
 
Total Software
           
64,969,889
 
                 
Netherlands - 0.9%
               
Software - 0.9%
               
Gemalto NV
   
224,443
     
10,025,793
 
Republic of Korea - 0.5%
               
Internet Software & Services - 0.5%
               
Ahnlab, Inc.
   
146,504
     
5,922,325
 
United Kingdom - 8.9%
               
Aerospace & Defense - 2.4%
               
BAE Systems PLC
   
1,918,496
     
16,234,476
 
Ultra Electronics Holdings PLC
   
436,498
     
10,516,615
 
Total Aerospace & Defense
           
26,751,091
 
Internet Software & Services - 1.0%
               
Mimecast Ltd. (a)
   
398,036
     
11,312,183
 
IT Services - 0.9%
               
NCC Group PLC
   
3,292,202
     
9,550,990
 
Software - 4.6%
               
Sophos Group PLC
   
6,790,012
     
49,996,805
 
Total United Kingdom
           
97,611,069
 
                 
United States - 73.9%
               
Aerospace & Defense - 0.5%
               
The KEYW Holding Corp. (a) ^
   
677,345
     
5,154,595
 
Communications Equipment - 14.7%
               
Cisco Systems, Inc.
   
1,533,938
     
51,586,335
 
 
The accompanying notes are an integral part of these financial statements.
20

ETFMG™ ETFs
 
ETFMG Prime Cyber Security ETF
 
Schedule of Investments
September 30, 2017 (Continued)

   
Shares
   
Fair Value
 
             
F5 Networks, Inc. (a)
   
91,126
   
$
10,986,151
 
Juniper Networks, Inc.
   
1,813,990
     
50,483,342
 
Palo Alto Networks, Inc. (a)
   
335,267
     
48,311,975
 
Total Communications Equipment
           
161,367,803
 
Internet Software & Services - 6.1%
               
Akamai Technologies, Inc. (a) ^
   
1,049,753
     
51,143,966
 
VeriSign, Inc. (a) ^
   
101,916
     
10,842,843
 
Zix Corp. (a) ^
   
1,001,818
     
4,898,890
 
Total Internet Software & Services
           
66,885,699
 
IT Services - 7.9%
               
Booz Allen Hamilton Holding Corp.
   
314,552
     
11,761,099
 
Leidos Holdings, Inc.
   
187,980
     
11,132,176
 
ManTech International Corp.
   
253,700
     
11,200,855
 
Science Applications International Corp.
   
782,496
     
52,309,858
 
Total IT Services
           
86,403,988
 
Software - 44.7%
               
A10 Networks, Inc. (a)
   
996,167
     
7,531,022
 
Barracuda Networks, Inc. (a) ^
   
1,992,767
     
48,284,744
 
FireEye, Inc. (a) ^
   
3,016,135
     
50,580,584
 
Fortinet, Inc. (a)
   
1,285,636
     
46,077,194
 
Gigamon, Inc. (a) ^
   
1,133,813
     
47,790,218
 
Imperva, Inc. (a)
   
1,059,279
     
45,972,709
 
MobileIron, Inc. (a)
   
1,673,056
     
6,190,307
 
Proofpoint, Inc. (a) ^
   
521,383
     
45,475,025
 
Qualys, Inc. (a) ^
   
934,162
     
48,389,592
 
Rapid7, Inc. (a)
   
583,710
     
10,273,296
 
SecureWorks Corp. (a) (c)
   
768,717
     
9,493,655
 
Splunk, Inc. (a) ^
   
718,796
     
47,749,618
 
Symantec Corp. ^
   
1,526,661
     
50,089,747
 
Varonis Systems, Inc. (a)
   
258,751
     
10,841,667
 
VASCO Data Security International, Inc. (a)
   
406,406
     
4,897,192
 
Verint Systems, Inc. (a) ^
   
258,955
     
10,837,266
 
Total Software
           
490,473,836
 
Total United States
           
810,285,921
 
TOTAL COMMON STOCKS (Cost $1,015,814,274)
           
1,096,557,292
 
 
The accompanying notes are an integral part of these financial statements.
21

ETFMG™ ETFs
 
ETFMG Prime Cyber Security ETF
 
Schedule of Investments
September 30, 2017 (Continued)

   
Shares
   
Fair Value
 
             
SHORT-TERM INVESTMENTS - 0.1%
           
Money Market Funds - 0.1%
           
Invesco Advisers, Inc. STIT - Treasury Portfolio - Institutional Class, 0.89% (b)
   
1,346,853
   
$
1,346,853
 
TOTAL SHORT-TERM INVESTMENTS (Cost $1,346,853)
           
1,346,853
 
                 
INVESTMENTS PURCHASED WITH SECURITIES LENDING COLLATERAL - 21.9%
               
Investment Companies - 21.9%
               
Mount Vernon Liquid Assets Portfolio, LLC, 1.33% (b) +
           
239,731,705
 
TOTAL INVESTMENTS PURCHASED WITH SECURITIES LENDING COLLATERAL (Cost $239,731,705)
           
239,731,705
 
                 
Total Investments (Cost $1,256,892,832) - 121.9%
           
1,337,635,850
 
Liabilities in Excess of Other Assets - (21.9)%
           
(240,275,963
)
TOTAL NET ASSETS - 100.0%
         
$
1,097,359,887
 
 
Percentages are stated as a percent of net assets.
 
(a)
Non-income producing security.
(b)
The rate quoted is the annualized seven-day yield at September 30, 2017.
(c)
Affiliated security.  Please refer to Note 9 of the Notes to Financial Statements.
 
+ Investments purchased with cash proceeds from securities lending.  Total cash collateral has a value of $239,731,705 as of September 30, 2017.
^ All or a portion of this security is out on loan as of September 30, 2017.  Total value of securities out on loan is $233,713,782.
 
The Global Industry Classification Standard (GICS®) was developed by and/or is the exclusive property of MSCI, Inc. and Standard & Poor’s Financial Services LLC (“S&P”).  GICS® is a service mark of MSCI, Inc. and S&P and has been licensed for use by the Fund’s Administrator, U.S. Bancorp Fund Services, LLC.
 
The accompanying notes are an integral part of these financial statements.
22

ETFMG™ ETFs
 
ETFMG Prime Mobile Payments ETF
 
Schedule of Investments
September 30, 2017

   
Shares
   
Fair Value
 
             
COMMON STOCKS - 99.8%
           
Cyprus - 1.8%
           
IT Services - 1.8%
           
QIWI PLC - ADR
   
183,309
   
$
3,105,254
 
France - 5.0%
               
Electronic Equipment, Instruments & Components - 2.5%
               
Ingenico Group SA
   
44,410
     
4,209,529
 
IT Services - 2.5%
               
Worldline SA (a)
   
99,954
     
4,236,320
 
Total France
           
8,445,849
 
                 
Germany - 3.3%
               
IT Services - 3.3%
               
Wirecard AG
   
61,855
     
5,659,137
 
Hong Kong - 0.5%
               
Electronic Equipment, Instruments & Components - 0.5%
               
PAX Global Technologies Ltd.
   
1,692,427
     
901,287
 
Japan - 0.7%
               
Consumer Finance - 0.7%
               
Jaccs Co Ltd
   
49,000
     
1,210,140
 
Puerto Rico - 1.6%
               
IT Services - 1.6%
               
EVERTEC, Inc.
   
177,870
     
2,819,240
 
United Kingdom - 3.9%
               
Commercial Services & Supplies - 0.8%
               
PayPoint PLC
   
101,077
     
1,292,803
 
IT Services - 3.1%
               
Worldpay Group PLC
   
983,394
     
5,363,225
 
Total United Kingdom
           
6,656,028
 
                 
United States - 83.0%
               
Consumer Finance - 13.5%
               
American Express Co. ^
   
118,790
     
10,745,743
 
Discover Financial Services
   
133,439
     
8,604,147
 
Green Dot Corp. (a)
   
74,036
     
3,670,705
 
Total Consumer Finance
           
23,020,595
 
Electronic Equipment, Instruments & Components - 2.1%
               
VeriFone Systems, Inc. (a) ^
   
178,054
     
3,610,935
 
Internet Software & Services - 2.0%
               
Q2 Holdings, Inc. (a) ^
   
82,387
     
3,431,418
 
IT Services - 60.4%
               
Blackhawk Network Holdings, Inc. (a) ^
   
79,950
     
3,501,810
 
Euronet Worldwide, Inc. (a)
   
42,446
     
4,023,456
 
Fidelity National Information Services, Inc.
   
105,214
     
9,825,935
 
 
The accompanying notes are an integral part of these financial statements.
23

ETFMG™ ETFs
 
ETFMG Prime Mobile Payments ETF
 
Schedule of Investments
September 30, 2017 (Continued)

   
Shares
   
Fair Value
 
             
First Data Corp. (a)
   
364,110
   
$
6,568,544
 
Fiserv, Inc. (a)
   
70,489
     
9,090,261
 
FleetCor Technologies, Inc. (a)
   
40,879
     
6,326,843
 
Global Payments, Inc.
   
64,923
     
6,169,633
 
MasterCard, Inc.
   
73,022
     
10,310,706
 
Net 1 UEPS Technologies, Inc. (a)
   
72,412
     
705,293
 
PayPal Holdings, Inc. (a)
   
163,998
     
10,500,793
 
Planet Payment, Inc. (a)
   
98,354
     
421,939
 
Square, Inc. (a) ^
   
197,151
     
5,679,920
 
Total System Services, Inc.
   
83,576
     
5,474,228
 
Vantiv, Inc. (a) ^
   
76,977
     
5,424,569
 
Visa, Inc. ^
   
95,925
     
10,095,147
 
Western Union Co. ^
   
261,916
     
5,028,787
 
WEX, Inc. (a)
   
37,095
     
4,162,801
 
Total IT Services
           
103,310,665
 
Software - 2.1%
               
ACI Worldwide, Inc. (a) ^
   
158,270
     
3,605,391
 
Technology Hardware, Storage & Peripherals - 2.9%
               
NCR Corp. (a) ^
   
111,074
     
4,167,496
 
USA Technologies, Inc. (a)
   
122,188
     
763,675
 
Total Technology Hardware, Storage & Peripherals
           
4,931,171
 
Total United States
           
141,910,175
 
TOTAL COMMON STOCKS (Cost $148,689,891)
           
170,707,110
 
                 
SHORT-TERM INVESTMENTS - 0.2%
               
Money Market Funds - 0.2%
               
Invesco Advisers, Inc. STIT - Treasury Portfolio - Institutional Class, 0.89% (b)
   
381,513
     
381,513
 
TOTAL SHORT-TERM INVESTMENTS (Cost $381,513)
           
381,513
 
 
The accompanying notes are an integral part of these financial statements.
24

ETFMG™ ETFs
 
ETFMG Prime Mobile Payments ETF
 
Schedule of Investments
September 30, 2017 (Continued)

 
Shares
  Fair Value  
           
INVESTMENTS PURCHASED WITH SECURITIES LENDING COLLATERAL - 19.8%
         
Investment Companies - 19.8%
       
Mount Vernon Liquid Assets Portfolio, LLC, 1.33% (b) +
         
$
33,828,336
 
TOTAL INVESTMENTS PURCHASED WITH SECURITIES LENDING COLLATERAL (Cost $33,828,336)
           
33,828,336
 
                 
Total Investments (Cost $182,899,740) - 119.8%
           
204,916,959
 
Liabilities in Excess of Other Assets - (19.8)%
           
(33,923,519
)
TOTAL NET ASSETS - 100.0%
         
$
170,993,440
 
 
Percentages are stated as a percent of net assets.
 
ADR
American Depositary Receipt
(a)
Non-income producing security.
(b)
The rate quoted is the annualized seven-day yield at September 30, 2017.
 
+  Investments purchased with cash proceeds from securities lending.  Total cash collateral has a value of $33,828,336 as of September 30, 2017.
^ All or a portion of this security is out on loan as of September 30, 2017.  Total value of securities out on loan is $33,191,067.
 
The Global Industry Classification Standard (GICS®) was developed by and/or is the exclusive property of MSCI, Inc. and Standard & Poor’s Financial Services LLC (“S&P”).  GICS® is a service mark of MSCI, Inc. and S&P and has been licensed for use by the Fund’s Administrator, U.S. Bancorp Fund Services, LLC.
 
The accompanying notes are an integral part of these financial statements.
25

ETFMG™ ETFs
 
ETFMG Drone Economy Strategy ETF
 
Schedule of Investments
September 30, 2017
   
Shares
   
Fair Value
 
             
COMMON STOCKS - 99.7%
           
Cayman Islands - 2.8%
           
Semiconductors & Semiconductor Equipment - 2.8%
           
Ambarella, Inc. (a) ^
   
21,888
   
$
1,072,731
 
                 
France - 12.6%
               
Aerospace & Defense - 3.5%
               
Dassault Aviation SA
   
387
     
625,919
 
Thales SA
   
6,218
     
703,888
 
Total Aerospace & Defense
           
1,329,807
 
Communications Equipment - 9.1%
               
Parrot SA ^
   
286,925
     
3,445,405
 
Total France
           
4,775,212
 
                 
Germany - 1.3%
               
Industrial Conglomerates - 1.3%
               
Rheinmetall AG
   
4,435
     
499,848
 
                 
Israel - 1.4%
               
Aerospace & Defense - 1.4%
               
Elbit Systems Ltd.
   
3,700
     
543,570
 
                 
Italy - 1.9%
               
Aerospace & Defense - 1.9%
               
Leonardo SpA
   
37,641
     
705,129
 
                 
Japan - 8.9%
               
Automobiles - 3.0%
               
Subaru Corp.
   
15,360
     
554,202
 
Yamaha Motor Co. Ltd.
   
19,920
     
596,582
 
Total Automobiles
           
1,150,784
 
Electronic Equipment, Instruments & Components - 3.0%
               
Hitachi Ltd.
   
83,700
     
589,786
 
TDK Corp.
   
7,825
     
531,286
 
Total Electronic Equipment, Instruments & Components
           
1,121,072
 
Household Durables - 1.3%
               
Sony Corp. - ADR
   
12,942
     
483,254
 
Technology Hardware, Storage & Peripherals - 1.6%
               
NEC Corp.
   
22,350
     
605,799
 
Total Japan
           
3,360,909
 
                 
Netherlands - 1.7%
               
Aerospace & Defense - 1.7%
               
Airbus SE
   
6,916
     
657,269
 

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

26

ETFMG™ ETFs
 
ETFMG Drone Economy Strategy ETF

Schedule of Investments
September 30, 2017 (Continued)
   
Shares
   
Fair Value
 
             
Republic of Korea - 1.0%
           
Aerospace & Defense - 1.0%
           
Korea Aerospace Industries Ltd.
   
10,442
   
$
398,407
 
                 
Spain - 1.6%
               
IT Services - 1.6%
               
Indra Sistemas SA
   
39,253
     
620,041
 
                 
Sweden - 2.7%
               
Aerospace & Defense - 1.1%
               
Saab AB
   
7,728
     
392,240
 
Electronic Equipment, Instruments & Components - 1.6%
               
Hexagon AB
   
12,419
     
615,544
 
Total Sweden
           
1,007,784
 
                 
Turkey - 2.7%
               
Aerospace & Defense - 1.4%
               
Aselsan Elektronik Sanayi Ve Ticaret AS
   
72,447
     
534,769
 
Household Durables - 1.3%
               
Vestel Elektronik Sanayi ve Ticaret AS
   
231,606
     
488,180
 
Total Turkey
           
1,022,949
 
                 
United Kingdom - 4.8%
               
Aerospace & Defense - 4.8%
               
BAE Systems PLC
   
80,060
     
677,475
 
Cobham PLC
   
192,190
     
375,227
 
Meggitt PLC
   
62,240
     
434,522
 
QinetiQ Group PLC
   
105,866
     
350,253
 
Total United Kingdom
           
1,837,477
 
                 
United States - 56.3%
               
Aerospace & Defense - 40.3%
               
Aerovironment, Inc. (a) ^
   
114,667
     
6,205,778
 
Boeing Co.
   
7,582
     
1,927,420
 
General Dynamics Corp.
   
2,797
     
575,007
 
Kratos Defense & Security Solutions, Inc.
   
61,305
     
801,869
 
L3 Technologies, Inc.
   
3,934
     
741,284
 
Lockheed Martin Corp. (a)^
   
2,021
     
627,096
 
Northrop Grumman Corp.
   
2,190
     
630,107
 
Orbital ATK, Inc. (a)^
   
4,432
     
590,165
 
Raytheon Co.
   
3,177
     
592,765
 
Rockwell Collins, Inc.
   
3,697
     
483,235
 
Teledyne Technologies, Inc.
   
2,697
     
429,308
 
Textron, Inc.
   
13,404
     
722,208
 

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

27

ETFMG™ ETFs
 
ETFMG Drone Economy Strategy ETF

Schedule of Investments
September 30, 2017 (Continued)
   
Shares
   
Fair Value
 
             
TransDigm Group, Inc. (a)^
   
1,584
   
$
404,950
 
United Technologies Corp. (a)^
   
4,689
     
544,299
 
Total Aerospace & Defense
           
15,275,491
 
Electronic Equipment, Instruments & Components - 3.6%
               
FLIR Systems, Inc.
   
9,392
     
365,443
 
Jabil, Inc.
   
18,212
     
519,953
 
Trimble, Inc.
   
12,498
     
490,547
 
Total Electronic Equipment, Instruments & Components
           
1,375,943
 
Household Durables - 4.4%
               
GoPro, Inc. (a) ^
   
153,101
     
1,685,643
 
Industrial Conglomerates - 1.9%
               
Honeywell International, Inc.
   
4,985
     
706,574
 
Semiconductors & Semiconductor Equipment - 6.1%
               
Intel Corp. (a)^
   
13,802
     
525,580
 
IXYS Corp.
   
30,539
     
723,774
 
NVIDIA Corp.
   
3,445
     
615,863
 
QUALCOMM, Inc.
   
8,702
     
451,112
 
Total Semiconductors & Semiconductor Equipment
           
2,316,329
 
Total United States
           
21,359,980
 
TOTAL COMMON STOCKS (Cost $32,312,091)
           
37,861,306
 
                 
SHORT-TERM INVESTMENTS - 0.4%
               
Money Market Funds - 0.4%
               
Invesco Advisers, Inc. STIT - Treasury Portfolio - Institutional Class, 0.89% (b)
   
149,121 
     
149,121
 
TOTAL SHORT-TERM INVESTMENTS (Cost $149,121)
           
149,121
 
 
The accompanying notes are an integral part of these financial statements.
28

ETFMG™ ETFs

ETFMG Drone Economy Strategy ETF

Schedule of Investments
September 30, 2017 (Continued)
   
Shares
   
Fair Value
 
 
 
 
 
       
INVESTMENTS PURCHASED WITH SECURITIES LENDING COLLATERAL - 13.9%
             
Investment Companies - 13.9%
             
Mount Vernon Liquid Assets Portfolio, LLC, 1.33% (b) +
         
$
5,267,739
 
TOTAL INVESTMENTS PURCHASED WITH SECURITIES LENDING COLLATERAL (Cost $5,267,739)
           
5,267,739
 
                 
Total Investments (Cost $37,728,951) - 114.0%
           
43,278,166
 
Liabilities in Excess of Other Assets - (14.0)%
           
(5,329,972
)
TOTAL NET ASSETS - 100.0%
         
$
37,948,194
 
 
Percentages are stated as a percent of net assets.
 
ADR
American Depositary Receipt
(a)
Non-income producing security.
(b)
The rate quoted is the annualized seven-day yield at September 30, 2017.
 
+  Investments purchased with cash proceeds from securities lending.  Total cash collateral has a value of $5,267,739 as of September 30, 2017.
^ All or a portion of this security is out on loan as of September 30, 2017.  Total value of securities out on loan is $5,200,964.
 
The Global Industry Classification Standard (GICS®) was developed by and/or is the exclusive property of MSCI, Inc. and Standard & Poor’s Financial Services LLC (“S&P”).  GICS® is a service mark of MSCI, Inc. and S&P and has been licensed for use by the Fund’s Administrator, U.S. Bancorp Fund Services, LLC.
 
The accompanying notes are an integral part of these financial statements.
29

ETFMG™ ETFs

ETFMG Video Game Tech ETF

Schedule of Investments
September 30, 2017
   
Shares
   
Fair Value
 
             
COMMON STOCKS - 99.1%
           
Cayman Islands - 5.6%
           
Internet Software & Services - 1.9%
           
Momo, Inc. - ADR (a)
   
6,961
   
$
218,158
 
NetEase, Inc. - ADR
   
937
     
247,190
 
SINA Corp. (a)
   
2,725
     
312,421
 
Total Internet Software & Services
           
777,769
 
Software - 3.7%
               
Changyou.com Ltd. - ADR (a)
   
36,975
     
1,464,580
 
Total Cayman Islands
           
2,242,349
 
                 
France - 4.5%
               
Software - 4.5%
               
Ubisoft Entertainment SA (a)
   
25,856
     
1,777,314
 
Germany - 0.7%
               
Health Care Equipment & Supplies - 0.7%
               
Carl Zeiss Meditec AG
   
5,115
     
266,994
 
Hong Kong - 4.2%
               
Internet Software & Services - 0.8%
               
Tencent Holdings Ltd.
   
7,700
     
331,397
 
Software - 3.4%
               
NetDragon Websoft Holdings Ltd.
   
407,065
     
1,360,079
 
Total Hong Kong
           
1,691,476
 
                 
Japan - 31.0%
               
Household Durables - 1.2%
               
Sony Corp. - ADR
   
12,361
     
461,559
 
Internet Software & Services - 3.6%
               
DeNa Co. Ltd.
   
11,700
     
262,230
 
Gree, Inc.
   
173,300
     
1,184,338
 
Total Internet Software & Services
           
1,446,568
 
Leisure Products - 1.3%
               
Bandai Namco Holdings, Inc.
   
7,400
     
253,846
 
Sega Sammy Holdings, Inc.
   
20,700
     
289,184
 
Total Leisure Products
           
543,030
 
Software - 24.9%
               
Capcom Co. Ltd.
   
60,500
     
1,487,163
 
Gumi, Inc.
   
115,605
     
1,148,602
 
GungHo Online Entertainment, Inc. ^
   
106,440
     
287,561
 
Koei Tecmo Holdings Co. Ltd.
   
12,800
     
268,797
 
Konami Holdings Corp.
   
29,112
     
1,399,653
 
Nexon Co. Ltd.
   
76,000
     
1,982,990
 
Nintendo Co. Ltd.
   
4,500
     
1,662,031
 

The accompanying notes are an integral part of these financial statements.
30

ETFMG™ ETFs

ETFMG Video Game Tech ETF

Schedule of Investments
September 30, 2017 (Continued)
   
Shares
   
Fair Value
 
             
Square Enix Holdings Co. Ltd.
   
45,200
   
$
1,699,142
 
Total Software
           
9,935,939
 
Total Japan
           
12,387,096
 
                 
Norway - 0.9%
               
Semiconductors & Semiconductor Equipment - 0.9%
               
Nordic Semiconductor ASA (a)
   
61,635
     
340,503
 
Republic of Korea - 10.4%
               
Software - 10.4%
               
NCSoft Corp.
   
4,215
     
1,709,405
 
Neowiz (a)
   
75,496
     
701,997
 
Webzen, Inc. (a)
   
79,444
     
1,727,119
 
Total Software
           
4,138,521
 
                 
Sweden - 2.0%
               
Software - 2.0%
               
G5 Entertainment AB
   
20,706
     
804,608
 
Switzerland - 1.1%
               
Technology Hardware, Storage & Peripherals - 1.1%
               
Logitech International SA ^
   
12,432
     
453,271
 
Taiwan, Province of China - 3.2%
               
Technology Hardware, Storage & Peripherals - 3.2%
               
Micro-Star International Co. Ltd.
   
589,000
     
1,266,415
 
United States - 35.5%
               
Household Durables - 0.6%
               
Vuzix Corp. (a) ^
   
46,297
     
252,319
 
Internet Software & Services - 1.1%
               
Alphabet, Inc. (a)
   
463
     
444,068
 
Leisure Products - 1.1%
               
Hasbro, Inc. ^
   
2,532
     
247,300
 
Mattel, Inc. ^
   
11,616
     
179,816
 
Total Leisure Products
           
427,116
 
Semiconductors & Semiconductor Equipment - 4.7%
               
Advanced Micro Devices, Inc. (a) ^
   
40,429
     
515,470
 
Intel Corp. ^
   
12,520
     
476,762
 
Kopin Corp. (a)
   
76,783
     
320,185
 
NVIDIA Corp.
   
3,140
     
561,338
 
Total Semiconductors & Semiconductor Equipment
           
1,873,755
 
Software - 22.9%
               
Activision Blizzard, Inc.
   
24,576
     
1,585,398
 
Electronic Arts, Inc. (a)
   
12,692
     
1,498,418
 
Glu Mobile, Inc. (a) ^
   
565,153
     
2,124,974
 
Microsoft Corp.
   
6,475
     
482,323
 
 
The accompanying notes are an integral part of these financial statements.
31

ETFMG™ ETFs

ETFMG Video Game Tech ETF

Schedule of Investments
September 30, 2017 (Continued)
   
Shares
   
Fair Value
 
             
Take-Two Interactive Software, Inc. (a)
   
18,756
   
$
1,917,426
 
Zynga, Inc. (a)
   
408,087
     
1,542,569
 
Total Software
           
9,151,108
 
Specialty Retail - 3.3%
               
GameStop Corp. ^
   
64,747
     
1,337,673
 
Technology Hardware, Storage & Peripherals - 1.8%
               
Apple, Inc.
   
2,963
     
456,658
 
Immersion Corp. (a)
   
31,309
     
255,795
 
Total Technology Hardware, Storage & Peripherals
           
712,453
 
Total United States
           
14,198,492
 
TOTAL COMMON STOCKS (Cost $36,465,917)
           
39,567,039
 
                 
SHORT-TERM INVESTMENTS - 0.6%
               
Money Market Funds - 0.6%
               
Invesco Advisers, Inc. STIT - Treasury Portfolio - Institutional Class, 0.89% (b)
   
253,817
     
253,817
 
TOTAL SHORT-TERM INVESTMENTS (Cost $253,817)
           
253,817
 
                 
INVESTMENTS PURCHASED WITH SECURITIES LENDING COLLATERAL - 8.5%
               
Investment Companies - 8.5%
               
Mount Vernon Liquid Assets Portfolio, LLC, 1.33% (b) +
           
3,407,205
 
TOTAL INVESTMENTS PURCHASED WITH SECURITIES LENDING COLLATERAL (Cost $3,407,205)
           
3,407,205
 
                 
Total Investments (Cost $40,126,939) - 108.2%
           
43,228,061
 
Liabilities in Excess of Other Assets - (8.2)%
           
(3,294,385
)
TOTAL NET ASSETS - 100.0%
         
$
39,933,676
 
 
Percentages are stated as a percent of net assets.
 
 
ADR
American Depositary Receipt
 
(a)
Non-income producing security.
 
(b)
The rate quoted is the annualized seven-day yield at September 30, 2017.
 
+  Investments purchased with cash proceeds from securities lending.  Total cash collateral has a value of $3,407,205 as of September 30, 2017.
^ All or a portion of this security is out on loan as of September 30, 2017.  Total value of securities out on loan is $3,296,825.
 
The Global Industry Classification Standard (GICS®) was developed by and/or is the exclusive property of MSCI, Inc. and Standard & Poor’s Financial Services LLC (“S&P”).  GICS® is a service mark of MSCI, Inc. and S&P and has been licensed for use by the Fund’s Administrator, U.S. Bancorp Fund Services, LLC.
 
The accompanying notes are an integral part of these financial statements.
32

ETFMG™ ETFs

STATEMENTS OF ASSETS AND LIABILITIES
As of September 30, 2017
                               
   
ETFMG
Prime
Junior
Silver ETF
   
ETFMG
Prime Cyber
Security ETF
   
ETFMG
Prime
Mobile
Payments
ETF
   
ETFMG
Drone
Economy
Strategy
ETF
   
ETFMG
Video
Game Tech
ETF
 
ASSETS
                             
Investments in unaffiliated securities, at fair value*
 
$
58,080,495
   
$
1,328,142,195
   
$
204,916,959
   
$
43,278,166
   
$
43,228,061
 
Investments in affiliated securities, at fair value
   
     
9,493,655
     
     
     
 
Cash
   
     
71,000
     
1,543
     
213,674
     
71
 
Foreign currency
   
382
     
     
957
     
3,410
     
55,182
 
Receivables:
                                       
Receivable for Fund shares issued
   
     
     
     
     
2,218,520
 
Dividends and interest receivable
   
3,983
     
290,962
     
40,291
     
17,177
     
31,509
 
Securities lending income receivable
   
     
22,064
     
2,424
     
3,885
     
7,610
 
Receivable for investments sold
   
     
5,973,602
     
     
     
 
Total Assets
   
58,084,860
     
1,343,993,478
     
204,962,174
     
43,516,312
     
45,540,953
 
                                         
LIABILITIES
                                       
Collateral received for securities loaned (Note 7)
 
$
   
$
239,731,705
   
$
33,828,336
   
$
5,267,739
   
$
3,407,205
 
Payables:
                                       
Payable for investments purchased
   
     
     
     
275,110
     
2,169,387
 
Payable for fund shares redeemed
   
     
5,997,160
     
     
     
 
Unitary fees payable
   
35,134
     
547,681
     
99,938
     
20,093
     
21,660
 
Accrued legal expenses
   
17,218
     
357,045
     
40,460
     
5,176
     
9,025
 
Total Liabilities
   
52,352
     
246,633,591
     
33,968,734
     
5,568,118
     
5,607,277
 
Net Assets
 
$
58,032,508
   
$
1,097,359,887
   
$
170,993,440
   
$
37,948,194
   
$
39,933,676
 
                                         
NET ASSETS CONSIST OF:
                                       
Paid-in Capital
 
$
86,129,285
   
$
1,249,565,674
   
$
150,138,832
   
$
32,365,408
   
$
36,938,687
 
Undistributed (accumulated) net investment income (loss)
   
(384,887
)
   
(933,484
)
   
61,070
     
21,329
     
53,637
 
Accumulated net realized gain (loss) on investments
   
(24,086,769
)
   
(232,019,266
)
   
(1,223,810
)
   
13,209
     
(159,298
)
Net unrealized appreciation (depreciation) on:
                                       
Investments in securities
   
(3,625,116
)
   
80,743,018
     
22,017,219
     
5,549,215
     
3,101,122
 
Foreign currency and translation of other assets and liabilities in foreign currency
   
(5
)
   
3,945
     
129
     
(967
)
   
(472
)
Net Assets
 
$
58,032,508
   
$
1,097,359,887
   
$
170,993,440
   
$
37,948,194
   
$
39,933,676
 
                                         
*Identified Cost:
                                       
                                         
Investments in unaffiliated securities
 
$
61,705,611
   
$
1,247,279,103
   
$
182,899,740
   
$
37,728,951
   
$
40,126,939
 
Investments in affiliated securities
   
     
9,613,729
     
     
     
 
Foreign currency
   
387
     
     
828
     
4,377
     
55,654
 
                                         
Shares Outstanding^
   
4,900,000
     
36,450,000
     
5,250,000
     
1,050,000
     
900,000
 
                                         
Net Asset Value, Offering and Redemption Price per Share
 
$
11.84
   
$
30.11
   
$
32.57
   
$
36.14
   
$
44.37
 

^ 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 Year ended September 30, 2017
   
ETFMG
Prime
Junior
Silver ETF
   
ETFMG
Prime Cyber
Security ETF
   
ETFMG
Prime
Mobile
Payments
ETF
   
ETFMG
Drone
Economy
Strategy
ETF
   
ETFMG
Video
Game
Tech ETF
 
INVESTMENT INCOME
                             
Income:
                             
Dividends from unaffiliated securities (net of foreign withholdings tax of $19,945, $185,638, $13,166, $7,523, $19,564)
 
$
149,763
   
$
6,027,843
   
$
761,600
   
$
169,221
   
$
204,992
 
Interest
   
283
     
6,541
     
1,019
     
315
     
889
 
Securities lending income
   
     
489,967
     
50,816
     
59,708
     
37,155
 
Total Investment Income
   
150,046
     
6,524,351
     
813,435
     
229,244
     
243,036
 
                                         
Expenses:
                                       
Unitary fees
   
424,982
     
6,449,260
     
661,627
     
102,604
     
116,865
 
Legal expense
   
19,951
     
413,692
     
46,879
     
5,998
     
10,457
 
Total Expenses
   
444,933
     
6,862,952
     
708,506
     
108,602
     
127,322
 
Net Investment Income (Loss)
   
(294,887
)
   
(338,601
)
   
104,929
     
120,642
     
115,714
 
                                         
REALIZED & UNREALIZED GAIN (LOSS) ON INVESTMENTS
                                       
Net Realized Gain (Loss) on:
                                       
Unaffiliated Investments
   
(20,775,525
)
   
(117,664,886
)
   
(1,125,326
)
   
19,407
     
(121,319
)
Affiliated Investments
   
     
(2,584,530
)
   
     
     
 
In-Kind Redemptions
   
5,310,795
     
65,176,937
     
5,631,840
     
260,396
     
2,650,372
 
Foreign currency and foreign currency translation
   
(108,866
)
   
(110,287
)
   
(21,645
)
   
(8,197
)
   
(19,789
)
Net Realized Gain (Loss) on Investments and In-Kind redemptions
   
(15,573,596
)
   
(55,182,766
)
   
4,484,869
     
271,606
     
2,509,264
 
Net Change in Unrealized Appreciation (Depreciation) of:
                                       
Unaffiliated Investments
   
(5,426,911
)
   
122,065,187
     
21,832,551
     
5,252,163
     
2,154,917
 
Affiliated Investments
   
     
694,071
     
     
     
 
Foreign currency and foreign currency translation
   
3,002
     
(5,319
)
   
146
     
(903
)
   
(423
)
Net change in Unrealized Appreciation (Depreciation) of Investments
   
(5,423,909
)
   
122,753,939
     
21,832,697
     
5,251,260
     
2,154,494
 
Net Realized and Unrealized Gain (Loss) on Investments
   
(20,997,505
)
   
67,571,173
     
26,317,566
     
5,522,866
     
4,663,758
 
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS
 
$
(21,292,392
)
 
$
67,232,572
   
$
26,422,495
   
$
5,643,508
   
$
4,779,472
 

The accompanying notes are an integral part of these financial statements.
34

ETFMG Prime Junior Silver ETF

STATEMENTS OF CHANGES IN NET ASSETS
   
Year Ended
September 30,
2017
   
Year Ended
September 30,
2016
 
OPERATIONS
           
Net investment loss
 
$
(294,887
)
 
$
(134,867
)
Net realized gain (loss) on investments and In-Kind Redemptions
   
(15,573,596
)
   
7,115,839
 
Net change in unrealized appreciation (depreciation) of investments and foreign currency and foreign currency translation
   
(5,423,909
)
   
4,713,347
 
Net increase (decrease) in net assets resulting from operations
   
(21,292,392
)
   
11,694,319
 
                 
DISTRIBUTIONS TO SHAREHOLDERS
               
From net investment income
   
(258,169
)
   
(87,131
)
                 
CAPITAL SHARE TRANSACTIONS
               
Net increase in net assets derived from net change in outstanding shares (a)
   
2,518,035
     
62,026,105
 
Net increase (decrease) in net assets
 
$
(19,032,526
)
 
$
73,633,293
 
                 
NET ASSETS
               
Beginning of Year
   
77,065,034
     
3,431,741
 
End of Year
 
$
58,032,508
   
$
77,065,034
 
Accumulated net investment loss
 
$
(384,887
)
 
$
(120,937
)

(a) Summary of share transactions is as follows:
                           
     
Year Ended
September 30, 2017
   
Year Ended
September 30, 2016
 
     
Shares
   
Amount
   
Shares
   
Amount
 
 
 Shares Sold
   
2,400,000
   
$
33,356,410
     
5,400,000
   
$
79,061,830
 
 
 Shares Redeemed
   
(2,450,000
)
   
(30,838,375
)
   
(1,100,000
)
   
(17,035,725
)
 
 Net Transactions in Fund Shares
   
(50,000
)
 
$
2,518,035
     
4,300,000
   
$
62,026,105
 
 
 Beginning Shares
   
4,950,000
             
650,000
         
 
 Ending Shares
   
4,900,000
             
4,950,000
         
 
The accompanying notes are an integral part of these financial statements.
35

ETFMG Prime Cyber Security ETF
 
STATEMENTS OF CHANGES IN NET ASSETS
   
Year Ended
September 30,
2017
   
Year Ended
September 30,
2016
 
OPERATIONS
           
Net investment income (loss)
 
$
(338,601
)
 
$
10,006,317
 
Net realized loss on investments and In-Kind Redemptions
   
(55,182,766
)
   
(123,324,117
)
Net change in unrealized appreciation of investments
   
122,753,939
     
170,473,814
 
Net increase in net assets resulting from operations
   
67,232,572
     
57,156,014
 
                 
DISTRIBUTIONS TO SHAREHOLDERS
               
From net investment income
   
(3,740,625
)
   
(5,498,499
)
CAPITAL SHARE TRANSACTIONS
               
Net increase (decrease) in net assets derived from net change in outstanding shares (a)
   
230,013,980
     
(306,990,660
)
Transaction fees (See Note 1)
   
60,036
     
2,025
 
Net increase (decrease) in net assets from capital share transactions
   
230,074,016
     
(306,988,635
)
Total increase (decrease) in net assets
 
$
293,565,963
   
$
(255,331,120
)
                 
NET ASSETS
               
Beginning of Year
   
803,793,924
     
1,059,125,044
 
End of Year
 
$
1,097,359,887
   
$
803,793,924
 
Undistributed net investment income (accumulated loss)
 
$
(933,484
)
 
$
3,186,993
 

(a) Summary of share transactions is as follows:
                           
     
Year Ended
September 30, 2017
   
Year Ended
September 30, 2016
 
     
Shares
   
Amount
   
Shares
   
Amount
 
 
 Shares Sold
   
17,650,000
   
$
522,222,875
     
2,200,000
   
$
57,823,125
 
 
 Transaction Fees (See Note 1)
   
     
60,036
     
     
2,025
 
 
 Shares Redeemed
   
(10,000,000
)
   
(292,208,895
)
   
(15,300,000
)
   
(364,813,785
)
 
 Net Transactions in Fund Shares
   
7,650,000
   
$
230,074,016
     
(13,100,000
)
 
$
(306,988,635
)
 
 Beginning Shares
   
28,800,000
             
41,900,000
         
 
 Ending Shares
   
36,450,000
             
28,800,000
         
 
The accompanying notes are an integral part of these financial statements.
36

ETFMG Prime Mobile Payments ETF

STATEMENTS OF CHANGES IN NET ASSETS
   
Year Ended
September 30,
2017
   
Year Ended
September 30,
2016
 
OPERATIONS
           
Net investment income
 
$
104,929
   
$
50,012
 
Net realized gain on investments and In-Kind Redemptions
   
4,484,869
     
13,529
 
Net change in unrealized appreciation of investments
   
21,832,697
     
385,037
 
Net increase in net assets resulting from operations
   
26,422,495
     
448,578
 
                 
DISTRIBUTIONS TO SHAREHOLDERS
               
From net investment income
   
(31,641
)
   
(40,000
)
CAPITAL SHARE TRANSACTIONS
               
Net increase in net assets derived from net change in outstanding shares (a)
   
135,868,135
     
3,618,915
 
Transaction fees (See Note 1)
   
21
     
 
Net increase in net assets from capital share transactions
   
135,868,156
     
3,618,915
 
Total increase in net assets
 
$
162,259,010
   
$
4,027,493
 
                 
NET ASSETS
               
Beginning of Year
   
8,734,430
     
4,706,937
 
End of Year
 
$
170,993,440
   
$
8,734,430
 
Undistributed net investment income
 
$
61,070
   
$
9,406
 
 
(a) Summary of share transactions is as follows:
                           
     
Year Ended
September 30, 2017
   
Year Ended
September 30, 2016
 
     
Shares
   
Amount
   
Shares
   
Amount
 
 
 Shares Sold
   
5,550,000
   
$
155,535,335
     
200,000
   
$
4,842,235
 
 
 Transaction Fees (See Note 1)
   
     
21
     
     
 
 
 Shares Redeemed
   
(650,000
)
   
(19,667,200
)
   
(50,000
)
   
(1,223,320
)
 
 Net Transactions in Fund Shares
   
4,900,000
   
$
135,868,156
     
150,000
   
$
3,618,915
 
 
 Beginning Shares
   
350,000
             
200,000
         
 
 Ending Shares
   
5,250,000
             
350,000
         

The accompanying notes are an integral part of these financial statements.
37

ETFMG Drone Economy Strategy ETF

STATEMENTS OF CHANGES IN NET ASSETS
   
Year Ended
September 30,
2017
   
Period Ended
September 30,
2016*
 
OPERATIONS
           
Net investment income
 
$
120,642
   
$
14,519
 
Net realized gain on investments and In-Kind Redemptions
   
271,606
     
14,147
 
Net change in unrealized appreciation of investments
   
5,251,260
     
296,988
 
Net increase in net assets resulting from operations
   
5,643,508
     
325,654
 
                 
DISTRIBUTIONS TO SHAREHOLDERS
               
From net investment income
   
(101,055
)
   
(4,000
)
From net realized gain
   
(28,851
)
   
 
Total Distributions to Shareholders
   
(129,906
)
   
(4,000
)
CAPITAL SHARE TRANSACTIONS
               
Net increase in net assets derived from net change in outstanding shares (a)
   
25,745,485
     
6,364,770
 
Transaction Fees (Note 1)
   
2,630
     
53
 
Net increase in net assets from capital share transactions
   
25,748,115
     
6,364,823
 
Total increase in net assets
 
$
31,261,717
   
$
6,686,477
 
                 
NET ASSETS
               
Beginning of Year
   
6,686,477
     
 
End of Year
 
$
37,948,194
   
$
6,686,477
 
Undistributed net investment income
 
$
21,329
   
$
7,309
 

(a) Summary of share transactions is as follows:
                           
     
Year Ended
September 30, 2017
   
Period Ended
September 30, 2016*
 
     
Shares
   
Amount
   
Shares
   
Amount
 
 
 Shares Sold
   
850,000
   
$
27,286,680
     
250,000
   
$
6,364,770
 
 
 Transaction Fees (See Note 1)
   
     
2,630
     
     
53
 
 
 Shares Redeemed
   
(50,000
)
   
(1,541,195
)
   
     
 
 
 Net Transactions in Fund Shares
   
800,000
   
$
25,748,115
     
250,000
   
$
6,364,823
 
 
 Beginning Shares
   
250,000
             
         
 
 Ending Shares
   
1,050,000
             
250,000
         
 
*Fund commenced operations on March 8, 2016. The information presented is for the period from March 8, 2016 to September 30, 2016.
 
The accompanying notes are an integral part of these financial statements.
38

ETFMG Video Game Tech ETF

STATEMENTS OF CHANGES IN NET ASSETS
   
Year Ended
September 30,
2017
   
Period Ended
September 30,
2016*
 
OPERATIONS
           
Net investment income
 
$
115,714
   
$
9,076
 
Net realized gain on investments and In-Kind Redemptions
   
2,509,264
     
94,118
 
Net change in unrealized appreciation of investments
   
2,154,494
     
946,156
 
Net increase in net assets resulting from operations
   
4,779,472
     
1,049,350
 
                 
DISTRIBUTIONS TO SHAREHOLDERS
               
From net investment income
   
(114,780
)
   
 
From net realized gain
   
(96,540
)
   
 
Total Distributions to Shareholders
   
(211,320
)
   
 
CAPITAL SHARE TRANSACTIONS
               
Net increase in net assets derived from net change in outstanding shares (a)
   
28,765,980
     
5,531,370
 
Transaction Fees (Note 1)
   
18,631
     
193
 
Net increase in net assets from capital share transactions
   
28,784,611
     
5,531,563
 
Net increase in net assets
 
$
33,352,763
   
$
6,580,913
 
                 
NET ASSETS
               
Beginning of Year
   
6,580,913
     
 
End of Year
 
$
39,933,676
   
$
6,580,913
 
Undistributed net investment income
 
$
53,637
   
$
6,872
 
 
(a) Summary of share transactions is as follows:
                           
     
Year Ended
September 30, 2017
   
Period Ended
September 30, 2016*
 
     
Shares
   
Amount
   
Shares
   
Amount
 
 
 Shares Sold
   
900,000
   
$
37,042,630
     
200,000
   
$
5,531,370
 
 
 Transaction Fees (See Note 1)
   
     
18,631
     
     
193
 
 
 Shares Redeemed
   
(200,000
)
   
(8,276,650
)
   
     
 
 
 Net Transactions in Fund Shares
   
700,000
   
$
28,784,611
     
200,000
   
$
5,531,563
 
 
 Beginning Shares
   
200,000
             
         
 
 Ending Shares
   
900,000
             
200,000
         
 
*Fund commenced operations on March 8, 2016. The information presented is for the period from March 8, 2016 to September 30, 2016.

The accompanying notes are an integral part of these financial statements.
39

ETFMG Prime Junior Silver ETF
 
FINANCIAL HIGHLIGHTS
For a capital share outstanding throughout the year

   
Year Ended
September 30,
2017
   
Year Ended
September 30,
2016
   
Year Ended
September 30,
2015
   
Year Ended
September 30,
2014
   
Period Ended
September 30,
20131
 
                               
Net Asset Value, Beginning of Year
 
$
15.57
   
$
5.28
   
$
10.00
   
$
11.71
   
$
20.00
 
Income (Loss) from Investment Operations:
                                       
Net investment income loss 2
   
(0.06
)
   
(0.06
)
   
(0.03
)
   
(0.06
)
   
(0.02
)
Net realized and unrealized gain (loss) on investments
   
(3.61
)
   
10.47
     
(4.69
)
   
(1.64
)
   
(8.27
)
Total from investment operations
   
(3.67
)
   
10.41
     
(4.72
)
   
(1.70
)
   
(8.29
)
Less Distributions:
                                       
Distributions from net investment income
   
(0.06
)
   
(0.12
)
   
     
(0.01
)
   
 
Total distributions
   
(0.06
)
   
(0.12
)
   
     
(0.01
)
   
 
Net asset value, end of year
 
$
11.84
   
$
15.57
   
$
5.28
   
$
10.00
   
$
11.71
 
Total Return
   
-23.53
%
   
201.99
%
   
-47.20
%
   
-14.52
%
   
-41.45
%3
                                         
Ratios/Supplemental Data:
                                       
Net assets at end of year (000’s)
 
$
58,033
   
$
77,065
   
$
3,432
   
$
6,997
   
$
1,757
 
                                         
Expenses to Average Net Assets before legal expense
   
0.69
%
   
0.69
%
   
0.69
%
   
0.69
%
   
0.69
%4
Expenses to Average Net Assets after legal expense
   
0.72
%5
   
0.69
%
   
0.69
%
   
0.69
%
   
0.69
%4
Net Investment Loss to Average Net Assets
   
-0.48
%
   
-0.45
%
   
-0.39
%
   
-0.52
%
   
-0.21
%4
Portfolio Turnover Rate
   
69
%
   
33
%
   
55
%
   
44
%
   
69
%3

1
Commencement of operations on November 29, 2012.
2
Calculated based on average shares outstanding during the year.
3
Not annualized.
4
Annualized.
5
The ratio of expenses to average net assets includes legal expense.  See note 11 in the Notes to the Financial Statements.

The accompanying notes are an integral part of these financial statements.
40

ETFMG Prime Cyber Security ETF
 
FINANCIAL HIGHLIGHTS
For a capital share outstanding throughout the year

   
Year Ended
September 30,
2017
   
Year Ended
September 30,
2016
   
Period Ended
September 30,
20151
 
                   
Net Asset Value, Beginning of Year
 
$
27.91
   
$
25.28
   
$
25.00
 
Income (Loss) from Investment Operations:
                       
Net investment income (loss) 2
   
(0.01
)
   
0.30
     
(0.05
)
Net realized and unrealized gain on investments
   
2.34
     
2.52
     
0.33
 
Total from investment operations
   
2.33
     
2.82
     
0.28
 
Less Distributions:
                       
Distributions from net investment income
   
(0.13
)
   
(0.19
)
   
 
Total distributions
   
(0.13
)
   
(0.19
)
   
 
Net asset value, end of year
 
$
30.11
   
$
27.91
   
$
25.28
 
Total Return
   
8.42
%
   
11.23
%
   
1.11
%3
                         
Ratios/Supplemental Data:
                       
Net assets at end of year (000’s)
 
$
1,097,360
   
$
803,794
   
$
1,059,125
 
                         
Expenses to Average Net Assets before legal expense
   
0.68
%
   
0.75
%
   
0.75
%4
Expenses to Average Net Assets after legal expense
   
0.72
%5
   
0.75
%
   
0.75
%4
Net Investment Income (Loss) to Average Net Assets
   
-0.03
%
   
1.21
%
   
-0.19
%4
Portfolio Turnover Rate
   
53
%
   
34
%
   
31
%3
 
1
Commencement of operations on November 11, 2014.
2
Calculated based on average shares outstanding during the year.
3
Not annualized.
4
Annualized.
5
The ratio of expenses to average net assets includes legal expense.  See note 11 in the Notes to the Financial Statements.
 
The accompanying notes are an integral part of these financial statements.
41

ETFMG Prime Mobile Payments ETF
 
FINANCIAL HIGHLIGHTS
For a capital share outstanding throughout the year

   
Year Ended
September 30,
2017
   
Year Ended
September 30,
2016
   
Period Ended
September 30,
20151
 
                   
Net Asset Value, Beginning of Year
 
$
24.96
   
$
23.53
   
$
25.00
 
Income (Loss) from Investment Operations:
                       
Net investment income (loss) 2
   
0.03
     
0.15
     
(0.01
)
Net realized and unrealized gain (loss) on investments
   
7.60
     
1.39
     
(1.46
)
Total from investment operations
   
7.63
     
1.54
     
(1.47
)
Less Distributions:
                       
Distributions from net investment income
   
(0.02
)
   
(0.11
)
   
 
Total distributions
   
(0.02
)
   
(0.11
)
   
 
Net asset value, end of year
 
$
32.57
   
$
24.96
   
$
23.53
 
Total Return
   
30.59
%
   
6.51
%
   
-5.86
3 
                         
Ratios/Supplemental Data:
                       
Net assets at end of year (000’s)
 
$
170,993
   
$
8,734
   
$
4,707
 
                         
Expenses to Average Net Assets before legal expense
   
0.75
%
   
0.75
%
   
0.75
4 
Expenses to Average Net Assets after legal expense
   
0.80
%5
   
0.75
%
   
0.75
4 
Net Investment Income (Loss) to Average Net Assets
   
0.12
%
   
0.63
%
   
-0.23
4 
Portfolio Turnover Rate
   
31
%
   
32
%
   
8
%3
 
1
Commencement of operations on July 15, 2015.
2
Calculated based on average shares outstanding during the year.
3
Not annualized.
4
Annualized.
5
The ratio of expenses to average net assets includes legal expense.  See note 11 in the Notes to the Financial  Statements.
 
The accompanying notes are an integral part of these financial statements.
42

ETFMG Drone Economy Strategy ETF
 
FINANCIAL HIGHLIGHTS
For a capital share outstanding throughout the year

   
Year Ended
September 30,
2017
   
Period Ended
September 30,
20161
 
             
Net Asset Value, Beginning of Year
 
$
26.75
   
$
25.00
 
Income from Investment Operations:
               
Net investment income 2
   
0.27
     
0.11
 
Net realized and unrealized gain on investments
   
9.26
     
1.68
 
Total from investment operations
   
9.53
     
1.79
 
Less Distributions:
               
Distributions from net investment income
   
(0.04
)
   
(0.04
)
Distributions from net realized gain
   
(0.10
)
   
 
Total distributions
   
(0.14
)
   
(0.04
)
Net asset value, end of year
 
$
36.14
   
$
26.75
 
Total Return
   
36.39
%
   
7.15
%3
                 
Ratios/Supplemental Data:
               
Net assets at end of year (000’s)
 
$
37,948
   
$
6,686
 
                 
Expenses to Average Net Assets before legal expense
   
0.75
%
   
0.75
%4
Expenses to Average Net Assets after legal expense
   
0.79
%5
   
0.75
%4
Net Investment Income to Average Net Assets
   
0.87
%
   
0.68
%4
Portfolio Turnover Rate
   
21
%
   
13
%3
 
1
Commencement of operations on March 8, 2016.
2
Calculated based on average shares outstanding during the year.
3
Not annualized.
4
Annualized.
5
The ratio of expenses to average net assets includes legal expense.  See note 11 in the Notes to the Financial Statements.
 
The accompanying notes are an integral part of these financial statements.
43

ETFMG Video Game Tech ETF
 
FINANCIAL HIGHLIGHTS
For a capital share outstanding throughout the year

   
Year Ended
September 30,
2017
   
Period Ended
September 30,
20161
 
             
Net Asset Value, Beginning of Year
 
$
32.90
   
$
25.00
 
Income from Investment Operations:
               
Net investment income 2
   
0.33
     
0.08
 
Net realized and unrealized gain on investments
   
11.71
     
7.82
 
Total from investment operations
   
12.04
     
7.90
 
Less Distributions:
               
Distributions from net investment income
   
(0.18
)
   
 
Distributions from net realized gain
   
(0.39
)
   
 
Total distributions
   
(0.57
)
   
 
Net asset value, end of year
 
$
44.37
   
$
32.90
 
Total Return
   
37.67
%
   
31.62
%3
                 
Ratios/Supplemental Data:
               
Net assets at end of year (000’s)
 
$
39,934
   
$
6,581
 
                 
Expenses to Average Net Assets before legal expense
   
0.75
%
   
0.74
%4
Expenses to Average Net Assets after legal expense
   
0.82
%5
   
0.74
%4
Net Investment Income to Average Net Assets
   
0.86
%
   
0.44
%4
Portfolio Turnover Rate
   
49
%
   
10
%3
 
1
Commencement of operations on March 8, 2016.
2
Calculated based on average shares outstanding during the year.
3
Not annualized.
4
Annualized.
5
The ratio of expenses to average net assets includes legal expense. See note 11 in the Notes to the Financial Statements.
 
The accompanying notes are an integral part of these financial statements.
44

ETFMG™ ETFs

NOTES TO FINANCIAL STATEMENTS
September 30, 2017
NOTE 1 – ORGANIZATION

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

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

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

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

Shares of the Funds are listed and traded on the NYSE Arca, Inc. Market prices for the Shares may be different from their net asset value (“NAV”). Each Fund issues and redeems Shares on a continuous basis at NAV only in blocks of 50,000 shares, called “Creation Units.” Creation Units are issued and redeemed principally in-kind for securities included in a specified Index. Once created, Shares generally trade in the secondary market at market prices that change throughout the day in quantities less than a Creation Unit. Except when aggregated in Creation Units, Shares are not redeemable securities of a Fund. Shares of a Fund may only be purchased or redeemed by certain financial institutions (“Authorized Participants”). An Authorized Participant is either (i) a broker-dealer or other participant in the clearing process through the Continuous Net Settlement System of the National Securities Clearing Corporation or (ii) a DTC participant and, in each case, must have executed a Participant Agreement with the Distributor. Most retail investors do not qualify as Authorized Participants nor have the resources to buy and sell whole Creation Units. Therefore, they are unable to purchase or redeem the Shares directly from a Fund. Rather, most retail investors may purchase Shares in the secondary market with the assistance of a broker and may be subject to customary brokerage commissions or fees.
45

ETFMG™ ETFs
 
NOTES TO FINANCIAL STATEMENTS
September 30, 2017 (Continued)
Authorized Participants transacting in Creation Units for cash may pay an additional variable charge to compensate the relevant Fund for certain transaction costs (i.e., brokerage costs) and market impact expenses relating to investing in portfolio securities. Such variable charges, if any, are included in “Transaction Fees” in the Statements of Changes in Net Assets.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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

Securities for which quotations are not readily available are valued at their respective fair values as determined in good faith by the Board of Trustees (the “Board”). When a security is “fair valued,” consideration is given to the facts and circumstances relevant to the particular situation, including a review of various factors set forth in the pricing procedures adopted by the Funds’ Board. The use of fair value pricing by a Fund may cause the net asset value of its shares to differ significantly from the net asset value that would be calculated without regard to such considerations. As of September 30, 2017, the Funds did not hold any fair valued securities.

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

Level 1
Unadjusted quoted prices in active markets for identical assets or liabilities that the Funds have the ability to access.
46

ETFMG™ ETFs

NOTES TO FINANCIAL STATEMENTS
September 30, 2017 (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 table presents a summary of the Funds’ investments in securities, at fair value, as of September 30, 2017:

ETFMG Prime Junior Silver ETF
                       
Assets^
 
Level 1
   
Level 2
   
Level 3
   
Total
 
Common Stocks
 
$
57,606,729
   
$
371,497
   
$
   
$
57,978,226
 
Short Term Investments
   
102,269
     
     
     
102,269
 
Total Investments in Securities
 
$
57,708,998
   
$
371,497
   
$
   
$
58,080,495
 
                                 
ETFMG Prime Cyber Security ETF
                               
Assets^
 
Level 1
   
Level 2
   
Level 3
   
Total
 
Common Stocks
 
$
1,096,557,292
   
$
   
$
   
$
1,096,557,292
 
Short Term Investments
   
1,346,853
     
     
     
1,346,853
 
Investments Purchased with Securities Lending Collateral*
   
     
     
     
239,731,705
 
Total Investments in Securities
 
$
1,097,904,145
   
$
   
$
   
$
1,337,635,850
 
                                 
ETFMG Prime Mobile Payments ETF
                               
Assets^
 
Level 1
   
Level 2
   
Level 3
   
Total
 
Common Stocks
 
$
170,707,110
   
$
   
$
   
$
170,707,110
 
Short Term Investments
   
381,513
     
     
     
381,513
 
Investments Purchased with Securities Lending Collateral*
   
     
     
     
33,828,336
 
Total Investments in Securities
 
$
171,088,623
   
$
   
$
   
$
204,916,959
 

47

ETFMG™ ETFs

NOTES TO FINANCIAL STATEMENTS
September 30, 2017 (Continued)
ETFMG Drone Economy Strategy ETF
                       
Assets^
 
Level 1
   
Level 2
   
Level 3
   
Total
 
Common Stocks
 
$
37,861,306
   
$
   
$
   
$
37,861,306
 
Short Term Investments
   
149,121
     
     
     
149,121
 
Investments Purchased with Securities Lending Collateral*
   
     
     
     
5,267,739
 
Total Investments in Securities
 
$
38,010,427
   
$
   
$
   
$
43,278,166
 
                                 
ETFMG Video Game Tech ETF
                               
Assets^
 
Level 1
   
Level 2
   
Level 3
   
Total
 
Common Stocks
 
$
39,567,039
   
$
   
$
   
$
39,567,039
 
Short Term Investments
   
253,817
     
     
     
253,817
 
Investments Purchased with Securities Lending Collateral*
   
     
     
     
3,407,205
 
Total Investments in Securities
 
$
39,820,856
   
$
   
$
   
$
43,228,061
 

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

* Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy. The fair value amounts presented in the table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Schedules of Investments.

Below are the transfers into or out of Levels 1 and 2 during the year ended September 30, 2017:

ETFMG Prime Junior Silver ETF
     
Transfers into Level 1
 
$
574,451
 
Transfers out of Level 1
   
(371,497
)
Net Transfers in and/(out) of Level 1
 
$
202,954
 
Transfers into Level 2
 
$
371,497
 
Transfers out of Level 2
   
(574,451
)
Net Transfers in and/(out) of Level 2
 
$
(202,954
)

The transfers between Levels 1 and 2 are due to increased/decreased trading activity during the year ended September 30, 2017. Transfers between levels are recognized at the end of the reporting period.

Each of ETFMG Prime Cyber Security ETF, ETFMG Prime Mobile Payments ETF, ETFMG Drone Economy Strategy ETF, and ETFMG Video Game Tech ETF, did not have any transfers among Levels 1, 2, and 3 during the year ended September 30, 2017.

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.
48

ETFMG™ ETFs

NOTES TO FINANCIAL STATEMENTS
September 30, 2017 (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’ 2017 tax returns. The Funds identify their major tax jurisdictions as U.S. Federal, the State of New Jersey, and the State of Delaware; however the Funds are not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months.

As of September 30, 2017, management has reviewed the tax positions for open periods (for Federal purposes, three years from the date of filing and for state purposes, four years from the date of filing), as applicable to the Funds, and has determined that no provision for income tax is required in the Funds’ financial statements.

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

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

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

F.
Use of Estimates. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
49

ETFMG™ ETFs

NOTES TO FINANCIAL STATEMENTS
September 30, 2017 (Continued)
G.
Share Valuation. The net asset value (“NAV”) per share of each Fund is calculated by dividing the sum of the value of the securities held by the Fund, plus cash and other assets, minus all liabilities (including estimated accrued expenses) by the total number of shares outstanding for the Fund, rounded to the nearest cent. The Funds’ shares will not be priced on the days on which the NYSE is closed for trading. For Authorized Participants, the offering and redemption price per share for the Funds are equal to the Funds’ respective net asset value per share.

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

NOTE 3 – RISK FACTORS

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

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

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

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

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

Concentration Risk. To the extent that a Fund’s or an index’s portfolio is concentrated in the securities of issuers in a particular market, industry, group of industries, sector or asset class, the fund may be adversely affected by the performance of those securities, may be subject to increased price volatility and may be more vulnerable to adverse economic, market, political or regulatory occurrences affecting that market, industry, group of industries, sector or asset class.
50

ETFMG™ ETFs

NOTES TO FINANCIAL STATEMENTS
September 30, 2017 (Continued)
NOTE 4 – COMMITMENTS AND OTHER RELATED PARTY TRANSACTIONS.

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

Under the 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 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 Prime Junior Silver ETF
0.69%
 
ETFMG Prime Cyber Security ETF*
0.60%
 
ETFMG Prime Mobile Payments ETF
0.75%
 
ETFMG Drone Economy Strategy ETF
0.75%
 
ETFMG Video Game Tech ETF
0.75%
 

*Effective May 1, 2017, ETFMG Prime Cyber Security ETF made permanent a reduction in unitary fees to ensure that total expenses do not exceed 0.60% of the Fund’s annual average net assets, from a previous unitary fee of 0.75%.

The Advisor has an agreement with, and is dependent on, a third party to pay the Funds’ expenses in excess of the annual expense rates of each Funds’ average daily net assets. Additionally, under the Investment Advisory Agreement, the Advisor has agreed to pay all expenses of the Funds, except for: the fee paid to the Advisor pursuant to the Investment Advisory Agreement, interest charges on any borrowings, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, extraordinary expenses, and distribution (12b-1) fees and expenses (collectively, “Excluded Expenses”). Effective April 1, 2017, ETFMG Financial, LLC (“the Sponsor”) began statutory distribution services to the Funds. The Sponsor provides marketing support for the Funds, including distributing marketing materials related to the Funds. Effective August 1, 2017, Level ETF Ventures, LLC serves as the index provider for SILJ, HACK, IPAY, and GAMR. Effective August 1, 2017 Reality Shares, LLC serves as the index provider for IFLY.

Effective April 1, 2017, the Funds changed their distributor from ALPS Distributors, Inc. to ETFMG Financial, LLC.

U.S. Bancorp Fund Services, LLC (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 year ended September 30, 2017, the Funds did not incur any 12b-1 expenses.
51

ETFMG™ ETFs

NOTES TO FINANCIAL STATEMENTS
September 30, 2017 (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 year ended September 30, 2017 are as follows:

   
Purchases
   
Sales
 
ETFMG Prime Junior Silver ETF
 
$
43,516,347
    $ 42,624,624  
ETFMG Prime Cyber Security ETF
   
580,270,156
     
559,169,600
 
ETFMG Prime Mobile Payments ETF
   
27,716,414
     
28,188,667
 
ETFMG Drone Economy Strategy ETF
   
3,310,351
     
3,039,693
 
ETFMG Video Game Tech ETF
   
10,550,745
     
7,821,034
 

The costs of purchases and sales of in-kind transactions associated with creations and redemptions during the year ended September 30, 2017 are as follows:

   
Purchases
In-Kind
   
Sales
In-Kind
 
             
ETFMG Prime Junior Silver ETF
 
$
33,365,001
   
$
30,380,921
 
ETFMG Prime Cyber Security ETF
   
493,101,960
     
286,747,123
 
ETFMG Prime Mobile Payments ETF
   
154,955,495
     
18,426,806
 
ETFMG Drone Economy Strategy ETF
   
26,216,857
     
682,609
 
ETFMG Video Game Tech ETF
   
33,102,836
     
7,256,817
 

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.

During the year ended September 30, 2017, the Funds paid broker commissions to Penserra Securities, LLC, an affiliated broker to the sub-advisor Penserra Capital Management, LLC, in the amount of $34,718.

There were no purchases or sales of U.S. Government obligations during the year ended September 30, 2017.

NOTE 7 – SECURITIES LENDING

The Funds, except for ETFMG Prime Junior Silver ETF, 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 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 on the fair value of securities loaned that may occur during the term of the loan will be for the account of the Funds. The Funds have the right under the terms of the securities lending agreement to recall the securities from the borrower on demand. During the year ended September 30, 2017, Funds had loaned securities and received cash collateral for the loans. The cash collateral is invested by the Custodian in accordance with approved investment guidelines. Those guidelines require the cash collateral to be invested in readily marketable, high quality, short-term obligations; however, such investments are subject to risk of payment delays or default on the part of the issuer or counterparty or otherwise may not generate sufficient interest to support the costs associated with securities lending. The Funds could also experience delays in recovering their securities and possible loss of income or value if the borrower fails to return the borrowed securities, although the Fund is indemnified from this risk by contract with the securities lending agent.
52

ETFMG™ ETFs

NOTES TO FINANCIAL STATEMENTS
September 30, 2017 (Continued)
As of the year ended September 30, 2017, 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 Prime Cyber Security ETF
 
$233,713,782
 
$239,731,705
ETFMG Prime Mobile Payments ETF
 
33,191,067
 
33,828,336
ETFMG Drone Economy Strategy ETF
 
5,200,964
 
5,267,739
ETFMG Video Game Tech ETF
 
3,296,825
 
3,407,205

* 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.
 
Net interest income earned on collateral investments and recognized by the Funds during the year ended September 30, 2017, were as follows:
 
Fees and Interest Income Earned

   
Interest
   
income earned
   
including
Fund
 
applicable fees
ETFMG Prime Cyber Security ETF
 
$489,967
ETFMG Prime Mobile Payments ETF
 
50,816
ETFMG Drone Economy Strategy ETF
 
59,708
ETFMG Video Game Tech ETF
 
37,155

NOTE 8 – FEDERAL INCOME TAXES
 
The components of distributable earnings (losses) and cost basis of investments for federal income tax purposes at September 30, 2017 were as follows:
 
   
Cost
   
Gross Unrealized Appreciation
   
Gross Unrealized Depreciation
   
Net Unrealized Depreciation (Appreciation)
 
SILJ
 
$
67,360,521
   
$
1,412,448
   
$
(10,692,092
)
 
$
(9,279,644
)
HACK
   
1,292,858,769
     
116,813,291
     
(72,036,210
)
   
44,777,081
 
IPAY
   
183,951,975
     
23,481,359
     
(2,515,418
)
   
20,965,941
 
IFLY
   
37,964,549
     
6,150,972
     
(833,945
)
   
5,317,027
 
GAMR
   
40,456,291
     
4,257,663
     
(1,430,711
)
   
2,826,952
 
53

ETFMG™ ETFs
 
NOTES TO FINANCIAL STATEMENTS
September 30, 2017 (Continued)
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, 2017, 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
   
Undistributed
Long-term
Gain
   
Total
Accumulated
Gain (Loss)
 
SILJ
 
$
   
$
   
$
   
$
(18,817,133
)
 
$
   
$
(28,096,777
)
HACK
   
     
     
     
(196,892,868
)
   
     
(152,205,787
)
IPAY
   
61,070
     
     
61,070
     
(172,403
)
   
     
20,854,608
 
IFLY
   
263,376
     
2,383
     
265,759
     
     
     
5,582,786
 
GAMR
   
168,037
     
     
168,037
     
     
     
2,994,989
 
 
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, 2017, the Funds had accumulated capital loss carryovers of:

  Capital Loss    
  Carryover  
Expires
SILJ
$
18,738,756
 
Indefinite
HACK
 
196,049,384
 
Indefinite
IPAY
 
172,403
 
Indefinite
IFLY
 
 
Indefinite
GAMR
 
 
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, 2017.

   
Late
   
Post-
 
   
Year
   
October
 
   
Ordinary
   
Capital
 
   
Loss
   
Loss
 
SILJ
 
$
78,377
   
$
 
HACK
   
933,484
     
 
IPAY
   
     
 
IFLY
   
     
 
GAMR
   
     
 
54

ETFMG™ ETFs
 
NOTES TO FINANCIAL STATEMENTS
September 30, 2017 (Continued)
U.S. GAAP requires that certain components of net assets relating to permanent differences be reclassified between financial and tax reporting. These reclassifications have no effect on net assets or net asset value per share. For the fiscal year ended September 30, 2017, the following table shows the reclassifications made:
 
 
Undistributed
Accumulated
Net Investment
Income/(Loss)
 
Accumulated
Net Realized
Loss
  Paid-In
Capital
 
ETFMG Prime Junior Silver ETF
$
289,106
 
$
(3,535,059)
   $
3,245,953
 
ETFMG Prime Cyber Security ETF
 
(41,251)
   
(60,487,918)
   
60,529,169
 
ETFMG Prime Mobile Payments ETF
 
(21,624)
   
(5,557,187)
   
5,578,811
 
ETFMG Drone Economy Strategy ETF
 
(5,567)
   
(246,956)
   
252,523
 
ETFMG Video Game Tech ETF
 
45,831
   
(2,668,537)
   
2,622,706
 
 
NOTE 9 – DISTRIBUTIONS TO SHAREHOLDERS
 
The components of the distributions to shareholders during the year ended September 30, 2017, and the year ended September 30, 2016 were as follows:
 
   
Year Ended September 30, 2017   
   
Year Ended September 30, 2016 
 
   
From
Ordinary
Income
   
From
Capital Gains
   
From
Ordinary Income
   
From
Capital Gains
 
SILJ
 
$
258,169
    $
   
$
87,131
   
 
HACK
   
3,740,625
     
     
5,498,499
     
 
IPAY
   
31,641
     
     
40,000
     
 
IFLY
   
101,055
     
28,851
     
4,000
     
 
GAMR
   
114,780
     
96,540
     
— 
       —  
 
NOTE 10 – INVESTMENTS IN AFFILIATES
 
ETFMG Prime Junior Silver ETF
 
ETFMG Prime Junior Silver ETF owned 5% or more of the voting securities of the following companies during the year ended September 30, 2017.  After ETFMG Prime Junior Silver ETF sold some of their holdings in the companies, the companies were no longer deemed an affiliate of the Fund as defined by the Investment Company Act of 1940.  Transactions during the year in these securities were as follows:

Share Activity
                   
Security Name
 
Balance
September
30, 2016
   
Purchases
   
Sales
   
Balance
September
30, 2017
   
Realized
Losses1
   
Dividend
Income
   
Value
September 30,
2017
 
Kootenay Silver, Inc.
 
$
993,718
   
$
3,088,005
   
(2,834,264
)
 
$
1,247,459
   
$
(245,629
)
 
$
   
$
224,947
 
Santacruz Silver
                                                       
Mining Ltd.
   
1,008,819
     
2,606,713
     
(2,532,657
)
   
1,082,875
     
(285,813
)
   
     
138,858
 
Excellon
                                                       
Resources, Inc.
   
362,439
     
3,229,115
     
(3,056,967
)
   
534,587
     
(320,876
)
   
     
869,735
 
55

ETFMG™ ETFs
 
NOTES TO FINANCIAL STATEMENTS
September 30, 2017 (Continued)
ETFMG Prime Cyber Security ETF
 
ETFMG Prime Cyber Security ETF owned 5% or more of the voting securities of the following companies during the year ended September 30, 2017.  After ETFMG Prime Cyber Security ETF sold some of their holdings in the companies, the companies were no longer deemed an affiliate of the Fund as defined by the Investment Company Act of 1940. SecureWorks Corp. is deemed to be an affiliate of the Fund as defined by the Investment Company Act of 1940.  Transactions during the year in these securities were as follows:
 
Share Activity
                   
Security Name
 
Balance
September
30, 2016
   
Purchases
   
Sales
   
Balance
September
30, 2017
   
Realized
Losses1
   
Dividend Income
   
Value
September 30,
2017
 
                                           
The KEYW Holding Corp.
 
$
1,558,899
   
$
1,584,242
    $
(2,465,796
)
 
$
677,345
   
(5,328,515
)
 
$
   
$
5,154,595
 
                                                         
Precise Biometrics AB
   
     
23,538,057
     
(23,538,057
)
   
     
(3,716,997
)
   
     
 
                                                         
SecureWorks Corp.*
   
341,301
     
1,311,185
     
(883,769
)
   
768,717
     
(824,445
)
   
     
9,493,655
 
                                                         
Radware, Ltd.
   
1,590,920
     
1,201,245
     
(2,202,937
)
   
589,228
     
(8,500,975
)
   
     
9,934,384
 
                                                         
Zix Corp.
   
2,236,742
     
2,071,643
     
(3,306,567
)
   
1,001,818
     
(2,203,964
)
   
     
4,898,890
 
 
*Affiliate as of September 30, 2017.
 
1 Realized Losses include transactions in affiliated investments and affiliated in-kind redemptions.
 
NOTE 11 – LEGAL MATTERS
 
The Trust, the trustees of the Trust, the Advisor and certain officers of the Advisor are defendants in an action filed May 2, 2017 in the Superior Court of New Jersey captioned PureShares, LLC d/b/a PureFunds et al. v. ETF Managers Group, LLC et al., Docket No. C-63-17.  The PureShares action alleges claims based on disputes arising out of contractual relationships with the Advisor.  The action seeks damages in unspecified amounts and injunctive relief based on breach of contract, wrongful termination, and several other theories.  At the outset of the litigation, and again a few weeks later, plaintiffs sought temporary injunctive relief.  Both motions were denied, and the matter is now proceeding through pretrial discovery.  The defendants believe the lawsuit is without merit and intend to vigorously defend themselves against the allegations.
 
The Advisor, its parent, Exchange Traded Managers Group, LLC and its chief executive officer are defendants in a case filed on October 26, 2017 in the United States District Court for the Southern District of New York by NASDAQ, Inc. captioned Nasdaq, Inc. v. Exchange Traded Managers  Group, LLC et al., Case 1:17-cv-08252.   This action arises out of related facts and circumstances in the New Jersey litigation and asserts claims for breach of contract, wrongful termination and certain other theories with respect to the same exchange traded funds discussed above. The defendants in the Southern District actions believe the lawsuit is without merit and intend to vigorously defend themselves against the allegations and to assert counterclaims against NASDAQ for breaches of its duties under the related index license agreement and various other agreements.
 
Management of the Trust and the Funds, after consultation with legal counsel, believes that the resolution of these matters will not have a material adverse effect on the Funds’ financial statements.
56

ETFMG™ ETFs
 
NOTES TO FINANCIAL STATEMENTS
September 30, 2017 (Continued)
NOTE 12 – SUBSEQUENT EVENTS
 
In preparing these financial statements, the Funds have evaluated events and transactions for potential recognition or disclosure through the date the financial statements were issued. See Note 11.
57

ETFMG™ ETFs
 
Report of Independent Registered Public Accounting Firm
 
To the Board of Trustees of ETF Managers Trust 
and the Shareholders of ETFMG Prime Junior Silver ETF, ETFMG Prime Cyber Security ETF,
ETFMG Prime Mobile Payments ETF, ETFMG Drone Economy Strategy ETF and ETFMG Video Game Tech ETF:
 
We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of ETFMG Prime Junior Silver ETF, ETFMG Prime Cyber Security ETF, ETFMG Prime Mobile Payments ETF, ETFMG Drone Economy Strategy ETF and ETFMG Video Game Tech ETF (collectively the “Funds”) (certain of the Funds comprising ETF Managers Trust) as of September 30, 2017, the related statements of operations for the year then ended, and the statements of changes in net assets and financial highlights for each of the periods presented.  These financial statements and financial highlights are the responsibility of the Funds’ management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.
 
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Funds are not required to have, nor were we engaged to perform, an audit of their internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Funds’ internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of September 30, 2017 by correspondence with the custodian. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of ETFMG Prime Junior Silver ETF, ETFMG Prime Cyber Security ETF, ETFMG Prime Mobile Payments ETF, ETFMG Drone Economy Strategy ETF and ETFMG Video Game Tech ETF as of September 30, 2017, the results of their operations for the year then ended, and the changes in their net assets and the financial highlights for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America.
 
/s/WithumSmith+Brown, PC
 
New York, NY
November 29, 2017
58

ETFMG™ ETFs
 
FREQUENCY DISTRIBUTION OF PREMIUMS AND DISCOUNTS (Unaudited)

ETFMG ETFs Closing Price vs. NAV
 
The following Frequency Distribution of Premiums and Discounts chart is provided to show the frequency at which the closing price for each Fund is at a premium or discount to its daily net asset value (NAV).  The chart presented represents past performance and cannot be used to predict future results.
ETFMG Prime Junior Silver ETF
 
Year Ended
September 30, 2017
 
Premium/Discount Range
 
Number of
Days
   
Percentage of
Total Days
 
Greater than 1.00%
   
4
     
1.6
 
Greater Than or equal to 0.75% And Less Than 1.00%
   
4
     
1.6
 
Greater Than or Equal to 0.50% And Less Than 0.75%
   
17
     
6.8
 
Greater Than or Equal to 0.25% And Less Than 0.50%
   
34
     
13.5
 
Greater Than or Equal to 0.00% And Less Than 0.25%
   
45
     
17.9
 
Less Than or Equal to 0.00% And Greater Than -0.25%
   
58
     
23.1
 
Less Than or Equal to -0.25% And Greater Than -0.50%
   
53
     
21.1
 
Less Than or Equal to -0.50% And Greater Than -0.75%
   
26
     
10.4
 
Less Than or Equal to -0.75% And Greater Than -1.00%
   
7
     
2.8
 
Less than -1.00%
   
3
     
1.2
 

ETFMG Prime Junior Silver ETF
 
Year Ended
September 30, 2016
 
Premium/Discount Range
 
Number of
Days
   
Percentage of
Total Days
 
Greater than 1.00%
   
65
     
25.7
 
Greater Than or equal to 0.75% And Less Than 1.00%
   
24
     
9.5
 
Greater Than or Equal to 0.50% And Less Than 0.75%
   
44
     
17.4
 
Greater Than or Equal to 0.25% And Less Than 0.50%
   
40
     
15.8
 
Greater Than or Equal to 0.00% And Less Than 0.25%
   
15
     
5.9
 
Less Than or Equal to 0.00% And Greater Than -0.25%
   
19
     
7.5
 
Less Than or Equal to -0.25% And Greater Than -0.50%
   
20
     
7.9
 
Less Than or Equal to -0.50% And Greater Than -0.75%
   
9
     
3.6
 
Less Than or Equal to -0.75% And Greater Than -1.00%
   
9
     
3.6
 
Less than -1.00%
   
8
     
3.2
 
59

ETFMG™ ETFs
 
FREQUENCY DISTRIBUTION OF PREMIUMS AND DISCOUNTS (Unaudited) (Cont.)

ETFMG Prime Junior Silver ETF
 
Year Ended
September 30, 2015
 
Premium/Discount Range
 
Number of
Days
   
Percentage of
Total Days
 
Greater than 1.50%
   
21
     
8.3
 
Greater Than or equal to 1.25% And Less Than 1.50%
   
12
     
4.8
 
Greater Than or Equal to 1.00% And Less Than 1.25%
   
20
     
7.9
 
Greater Than or Equal to 0.75% And Less Than 1.00%
   
24
     
9.5
 
Greater Than or Equal to 0.50% And Less Than 0.75%
   
27
     
10.7
 
Greater Than or Equal to 0.25% And Less Than 0.50%
   
20
     
7.9
 
Greater Than or Equal to 0.00% And Less Than 0.25%
   
27
     
10.7
 
Less Than or Equal to 0.00% And Greater Than -0.25%
   
16
     
6.4
 
Less Than or Equal to -0.25% And Greater Than -0.50%
   
28
     
11.1
 
Less Than or Equal to -0.50% And Greater Than -0.75%
   
18
     
7.2
 
Less Than or Equal to -0.75% And Greater Than -1.00%
   
19
     
7.5
 
Less Than or Equal to -1.00% And Greater Than -1.25%
   
8
     
3.2
 
Less Than or Equal to -1.25% And Greater Than -1.50%
   
5
     
2.0
 
Less than -1.50%
   
7
     
2.8
 

ETFMG Prime Junior Silver ETF
 
Year Ended
September 30, 2014
 
Premium/Discount Range
 
Number of
Days
   
Percentage of
Total Days
 
Greater than 1.50%
   
28
     
11.1
 
Greater Than or equal to 1.25% And Less Than 1.50%
   
8
     
3.2
 
Greater Than or Equal to 1.00% And Less Than 1.25%
   
20
     
7.9
 
Greater Than or Equal to 0.75% And Less Than 1.00%
   
17
     
6.7
 
Greater Than or Equal to 0.50% And Less Than 0.75%
   
30
     
11.9
 
Greater Than or Equal to 0.25% And Less Than 0.50%
   
32
     
12.7
 
Greater Than or Equal to 0.00% And Less Than 0.25%
   
35
     
13.9
 
Less Than or Equal to 0.00% And Greater Than -0.25%
   
25
     
9.9
 
Less Than or Equal to -0.25% And Greater Than -0.50%
   
28
     
11.1
 
Less Than or Equal to -0.50% And Greater Than -0.75%
   
12
     
4.8
 
Less Than or Equal to -0.75% And Greater Than -1.00%
   
9
     
3.6
 
Less Than or Equal to -1.00% And Greater Than -1.25%
   
3
     
1.2
 
Less Than or Equal to -1.25% And Greater Than -1.50%
   
4
     
1.6
 
Less than -1.50%
   
1
     
0.4
 
60

ETFMG™ ETFs
 
FREQUENCY DISTRIBUTION OF PREMIUMS AND DISCOUNTS (Unaudited) (Cont.)

ETFMG Prime Junior Silver ETF
 
November 29, 2012*
through
September 30, 2013
 
Premium/Discount Range
 
Number of
Days
   
Percentage of
Total Days
 
Greater than 2.50%
   
22
     
10.6
 
Greater Than or Equal to 2.50% And Less Than 1.50%
   
20
     
9.5
 
Greater Than or Equal to 1.50% And Less Than 0.75%
   
30
     
14.4
 
Greater Than or Equal to 0.50% And Less Than 0.75%
   
26
     
12.4
 
Greater Than or Equal to 0.25% And Less Than 0.50%
   
17
     
8.2
 
Greater Than or Equal to 0.00% And Less Than 0.25%
   
18
     
8.6
 
Less Than or Equal to 0.00% And Greater Than -0.50%
   
22
     
10.6
 
Less Than or Equal to -0.50% And Greater Than -1.25%
   
20
     
9.5
 
Less Than or Equal to -1.25% And Greater Than -2.0%
   
24
     
11.4
 
Less than -2.0%
   
10
     
4.8
 
 
*First day of secondary market trading
 
ETFMG Prime Cyber Security ETF
 
Year Ended
September 30, 2017
 
Premium/Discount Range
 
Number of
Days
   
Percentage of
Total Days
 
Greater than 1.00%
   
0
     
0.0
 
Greater Than or Equal to 0.75% And Less Than 1.00%
   
0
     
0.0
 
Greater Than or Equal to 0.50% And Less Than 0.75%
   
0
     
0.0
 
Greater Than or Equal to 0.25% And Less Than 0.50%
   
5
     
2.0
 
Greater Than or Equal to 0.00% And Less Than 0.25%
   
143
     
57.0
 
Less Than or Equal to 0.00% And Greater Than -0.25%
   
100
     
39.8
 
Less Than or Equal to -0.25% And Greater Than -0.50%
   
3
     
1.2
 
Less Than or Equal to -0.50% And Greater Than -0.75%
   
0
     
0.0
 
Less Than or Equal to -0.75% And Greater Than -1.00%
   
0
     
0.0
 
Less than -1.00%
   
0
     
0.0
 

ETFMG Prime Cyber Security ETF
 
Year Ended
September 30, 2016
 
Premium/Discount Range
 
Number of
Days
   
Percentage of
Total Days
 
Greater than 1.00%
   
0
     
0.0
 
Greater Than or Equal to 0.75% And Less Than 1.00%
   
0
     
0.0
 
Greater Than or Equal to 0.50% And Less Than 0.75%
   
0
     
0.0
 
Greater Than or Equal to 0.25% And Less Than 0.50%
   
1
     
0.4
 
Greater Than or Equal to 0.00% And Less Than 0.25%
   
80
     
31.6
 
Less Than or Equal to 0.00% And Greater Than -0.25%
   
142
     
56.1
 
Less Than or Equal to -0.25% And Greater Than -0.50%
   
26
     
10.3
 
Less Than or Equal to -0.50% And Greater Than -0.75%
   
3
     
1.2
 
Less Than or Equal to -0.75% And Greater Than -1.00%
   
1
     
0.4
 
Less than -1.00%
   
0
     
0.0
 
61

ETFMG™ ETFs
 
FREQUENCY DISTRIBUTION OF PREMIUMS AND DISCOUNTS (Unaudited) (Cont.)

ETFMG Prime Cyber Security ETF
 
November 11, 2014*
through
September 30, 2015
 
Premium/Discount Range
 
Number of
Days
   
Percentage of
Total Days
 
Greater than 1.50%
   
0
     
0.0
 
Greater than or equal to 1.25% And Less Than 1.50%
   
0
     
0.0
 
Greater Than or Equal to 1.00% And Less Than 1.25%
   
1
     
0.4
 
Greater Than or Equal to 0.75% And Less Than 1.00%
   
0
     
0.0
 
Greater Than or Equal to 0.50% And Less Than 0.75%
   
4
     
1.8
 
Greater Than or Equal to 0.25% And Less Than 0.50%
   
17
     
7.6
 
Greater Than or Equal to 0.00% And Less Than 0.25%
   
162
     
72.7
 
Less Than or Equal to 0.00% And Greater Than -0.25%
   
33
     
14.8
 
Less Than or Equal to -0.25% And Greater Than -0.50%
   
6
     
2.7
 
Less Than or Equal to -0.50% And Greater Than -0.75%
   
0
     
0.0
 
Less Than or Equal to -0.75% And Greater Than -1.00%
   
0
     
0.0
 
Less Than or Equal to -1.00% And Greater Than -1.25%
   
0
     
0.0
 
Less Than or Equal to -1.25% And Greater Than -1.50%
   
0
     
0.0
 
Less than -1.50%
   
0
     
0.0
 
 
*First day of secondary market trading
 
ETFMG Prime Mobile Payments ETF
 
Year Ended
September 30, 2017
 
Premium/Discount Range
 
Number of
Days
   
Percentage of
Total Days
 
Greater than 1.00%
   
1
     
0.4
 
Greater Than or Equal to 0.75% And Less Than 1.00%
   
0
     
0.0
 
Greater Than or Equal to 0.50% And Less Than 0.75%
   
4
     
1.6
 
Greater Than or Equal to 0.25% And Less Than 0.50%
   
26
     
10.3
 
Greater Than or Equal to 0.00% And Less Than 0.25%
   
202
     
80.5
 
Less Than or Equal to 0.00% And Greater Than -0.25%
   
16
     
6.4
 
Less Than or Equal to -0.25% And Greater Than -0.50%
   
1
     
0.4
 
Less Than or Equal to -0.50% And Greater Than -0.75%
   
1
     
0.4
 
Less Than or Equal to -0.75% And Greater Than -1.00%
   
0
     
0.0
 
Less than -1.00%
   
0
     
0.0
 
62

ETFMG™ ETFs
 
FREQUENCY DISTRIBUTION OF PREMIUMS AND DISCOUNTS (Unaudited) (Cont.)

ETFMG Prime Mobile Payments ETF
 
Year Ended
September 30, 2016
 
Premium/Discount Range
 
Number of
Days
   
Percentage of
Total Days
 
Greater than 1.00%
   
3
     
1.2
 
Greater Than or Equal to 0.75% And Less Than 1.00%
   
6
     
2.4
 
Greater Than or Equal to 0.50% And Less Than 0.75%
   
13
     
5.1
 
Greater Than or Equal to 0.25% And Less Than 0.50%
   
36
     
14.2
 
Greater Than or Equal to 0.00% And Less Than 0.25%
   
80
     
31.6
 
Less Than or Equal to 0.00% And Greater Than -0.25%
   
56
     
22.1
 
Less Than or Equal to -0.25% And Greater Than -0.50%
   
21
     
8.3
 
Less Than or Equal to -0.50% And Greater Than -0.75%
   
16
     
6.3
 
Less Than or Equal to -0.75% And Greater Than -1.00%
   
11
     
4.4
 
Less than -1.00%
   
11
     
4.4
 

ETFMG Prime Mobile Payments ETF
 
July 15, 2015* through
September 30, 2015
 
Premium/Discount Range
 
Number of
Days
   
Percentage of
Total Days
 
Greater than 1.50%
   
1
     
1.8
 
Greater than or equal to 1.25% And Less Than 1.50%
   
1
     
1.8
 
Greater Than or Equal to 1.00% And Less Than 1.25%
   
0
     
0.0
 
Greater Than or Equal to 0.75% And Less Than 1.00%
   
1
     
1.8
 
Greater Than or Equal to 0.50% And Less Than 0.75%
   
1
     
1.8
 
Greater Than or Equal to 0.25% And Less Than 0.50%
   
4
     
7.3
 
Greater Than or Equal to 0.00% And Less Than 0.25%
   
27
     
49.1
 
Less Than or Equal to 0.00% And Greater Than -0.25%
   
14
     
25.5
 
Less Than or Equal to -0.25% And Greater Than -0.50%
   
3
     
5.5
 
Less Than or Equal to -0.50% And Greater Than -0.75%
   
1
     
1.8
 
Less Than or Equal to -0.75% And Greater Than -1.00%
   
2
     
3.6
 
Less Than or Equal to -1.00% And Greater Than -1.25%
   
0
     
0.0
 
Less Than or Equal to -1.25% And Greater Than -1.50%
   
0
     
0.0
 
Less than -1.50%
   
0
     
0.0
 
 
*First day of secondary market trading
63

ETFMG™ ETFs
 
FREQUENCY DISTRIBUTION OF PREMIUMS AND DISCOUNTS (Unaudited) (Cont.)

ETFMG Drone Economy Strategy ETF
 
Year Ended
September 30, 2017
 
Premium/Discount Range
 
Number of
Days
   
Percentage of
Total Days
 
Greater than 1.00%
   
14
     
5.6
 
Greater Than or equal to 0.75% And Less Than 1.00%
   
39
     
15.5
 
Greater Than or Equal to 0.50% And Less Than 0.75%
   
52
     
20.7
 
Greater Than or Equal to 0.25% And Less Than 0.50%
   
80
     
32.0
 
Greater Than or Equal to 0.00% And Less Than 0.25%
   
47
     
18.7
 
Less Than or Equal to 0.00% And Greater Than -0.25%
   
16
     
6.3
 
Less Than or Equal to -0.25% And Greater Than -0.50%
   
3
     
1.2
 
Less Than or Equal to -0.50% And Greater Than -0.75%
   
0
     
0
 
Less Than or Equal to -0.75% And Greater Than -1.00%
   
0
     
0
 
Less than -1.00%
   
0
     
0
 

ETFMG Drone Economy Strategy ETF
 
March 8, 2016* through
September 30, 2016
 
Premium/Discount Range
 
Number of
Days
   
Percentage of
Total Days
 
Greater than 1.00%
   
7
     
4.8
 
Greater Than or Equal to 0.75% And Less Than 1.00%
   
23
     
15.9
 
Greater Than or Equal to 0.50% And Less Than 0.75%
   
40
     
27.6
 
Greater Than or Equal to 0.25% And Less Than 0.50%
   
36
     
24.8
 
Greater Than or Equal to 0.00% And Less Than 0.25%
   
22
     
15.2
 
Less Than or Equal to 0.00% And Greater Than -0.25%
   
10
     
6.9
 
Less Than or Equal to -0.25% And Greater Than -0.50%
   
4
     
2.8
 
Less Than or Equal to -0.50% And Greater Than -0.75%
   
3
     
2.1
 
Less Than or Equal to -0.75% And Greater Than -1.00%
   
0
     
0.0
 
Less than -1.00%
   
0
     
0.0
 
 
*First day of secondary market trading
64

ETFMG™ ETFs
 
FREQUENCY DISTRIBUTION OF PREMIUMS AND DISCOUNTS (Unaudited) (Cont.)

ETFMG Video Game Tech ETF
 
Year Ended
September 30, 2017
 
Premium/Discount Range
 
Number of
Days
   
Percentage of
Total Days
 
Greater than 1.00%
   
4
     
1.6
 
Greater Than or Equal to 0.75% And Less Than 1.00%
   
5
     
2.0
 
Greater Than or Equal to 0.50% And Less Than 0.75%
   
30
     
12.0
 
Greater Than or Equal to 0.25% And Less Than 0.50%
   
76
     
30.3
 
Greater Than or Equal to 0.00% And Less Than 0.25%
   
66
     
26.3
 
Less Than or Equal to 0.00% And Greater Than -0.25%
   
41
     
16.3
 
Less Than or Equal to -0.25% And Greater Than -0.50%
   
22
     
8.8
 
Less Than or Equal to -0.50% And Greater Than -0.75%
   
5
     
2.0
 
Less Than or Equal to -0.75% And Greater Than -1.00%
   
1
     
0.4
 
Less than -1.00%
   
1
     
0.4
 

ETFMG Video Game Tech ETF
 
March 8, 2016* through
September 30, 2016
 
Premium/Discount Range
 
Number of
Days
   
Percentage of
Total Days
 
Greater than 1.00%
   
10
     
6.9
 
Greater Than or Equal to 0.75% And Less Than 1.00%
   
20
     
13.8
 
Greater Than or Equal to 0.50% And Less Than 0.75%
   
24
     
16.6
 
Greater Than or Equal to 0.25% And Less Than 0.50%
   
37
     
25.5
 
Greater Than or Equal to 0.00% And Less Than 0.25%
   
28
     
19.3
 
Less Than or Equal to 0.00% And Greater Than -0.25%
   
17
     
11.7
 
Less Than or Equal to -0.25% And Greater Than -0.50%
   
5
     
3.5
 
Less Than or Equal to -0.50% And Greater Than -0.75%
   
2
     
1.4
 
Less Than or Equal to -0.75% And Greater Than -1.00%
   
2
     
1.4
 
Less than -1.00%
   
0
     
0.0
 
 
*First day of secondary market trading
65

ETFMG™ ETFs
 
APPROVAL OF ADVISORY AGREEMENTS AND BOARD CONSIDERATIONS
For the Year Ended September 30, 2017 (Unaudited)

Pursuant to Section 15(c) of the Investment Company Act of 1940 (the “1940 Act”), at a meeting held on September 21, 2017, the Board of Trustees (the “Board”) of ETF Managers Trust (the “Trust”) considered the renewal of the Investment Advisory Agreement (“Advisory Agreement”) between ETF Managers Group LLC (the “Adviser”) and the Trust, on behalf of ETFMG Prime Cyber Security ETF (“HACK”), ETFMG Drone Economy Strategy ETF (“IFLY”), and ETFMG Video Game Tech ETF (“GAMR”) (each a “Fund” and collectively the “Funds”).
 
Pursuant to Section 15(c) of the 1940 Act, the Board must annually review and approve the Advisory Agreement after its initial two-year term: (i) by the vote of the Trustees or by a vote of the shareholders of the Fund; and (ii) by the vote of a majority of the Trustees who are not parties to the Advisory Agreement or “interested persons” of any party thereto, as defined in the 1940 Act (the “Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval. Each year, the Board calls and holds a meeting to decide whether to renew the Advisory Agreement for an additional one-year term. In preparation for such meetings, the Board requests and reviews a wide variety of information from the Adviser.
 
In reaching this decision, the Board, including the Independent Trustees, considered all factors it believed relevant, including: (i) the nature, extent and quality of the services provided to the Funds’ shareholders by the Adviser; (ii) the investment performance of the Funds; (iii) the Adviser’s cost and profits they realize in providing their services, 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 September 21, 2017, and throughout the year.  Among other things, the Adviser provided overviews of its advisory business, including its personnel. The information provided discussed the services provided by the Adviser. 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 Schiff Hardin LLP.  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 Advisory Agreement, and the weight to be given to each such factor.  The conclusions reached with respect to the Advisory Agreement were based on a comprehensive evaluation of all the information provided and not any single factor.  Moreover, each Trustee may have placed varying emphasis on particular factors in reaching conclusions with respect to each Fund.  The matters discussed were also considered separately by the Independent Trustees in executive session with Schiff Hardin LLP, at which no representatives of management were present.
 
Nature, Extent and Quality of Services Provided by the Adviser
The Trustees considered the scope of services provided under the Advisory Agreement, noting that the Adviser will be providing investment management services to the Funds. The Board discussed the responsibilities of the Adviser, including: responsibility for the general management of the day-to-day investment and reinvestment of the assets of the Funds; determining the daily baskets of deposit securities and cash components; executing portfolio security trades for purchases and redemptions of Fund shares conducted on a cash-in-lieu basis; responsibility for daily monitoring of tracking error and quarterly reporting to the Board; and implementation of Board directives as they relate to the Funds. In considering the nature, extent and quality of the services provided by the Adviser, the Board considered the quality of the Adviser’s compliance program.  The Board also considered the Adviser’s experience managing ETFs.  The Board considered the experience of the portfolio managers of the Funds.
66

ETFMG™ ETFs
 
APPROVAL OF ADVISORY AGREEMENTS AND BOARD CONSIDERATIONS
For the Year Ended September 30, 2017 (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 to be provided to the Funds by the Adviser.
 
Historical Performance
The Board then considered the past performance of the Funds. The Board reviewed information regarding the performance history of the Funds over various time periods, including the year-to-date period, the most recent one-year period and the periods since each Fund’s inception, each as of August 31, 2017.  The Board noted that the index-based investment objectives of HACK, IFLY and GAMR made analysis of investment performance, in absolute terms, less of a priority than that which normally attaches to the performance of actively managed funds. Instead, the Board focused on the extent to which HACK, IFLY and GAMR each tracked its underlying index.  The Board noted that the Adviser began managing HACK on April 1, 2017 and IFLY and GAMR on January 1, 2017 The Board reviewed information regarding each Fund’s index tracking during the time it was managed by the Adviser, discussing, as applicable, factors which contributed to each Fund’s tracking error over certain periods of time.  The Board concluded that, after taking these factors into account, each of HACK, IFLY and GAMR 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 at its quarterly meetings.  The Board concluded that, given the capabilities and experience of the Adviser’s personnel in managing ETFs, the Adviser would be able to continue to keep the Funds’ tracking error within acceptable ranges.
 
Cost of Services Provided and Economies of Scale
The Board reviewed the advisory fees for the Funds and compared them to the total operating expenses of other funds in the industry falling within the same style category.  The Board took into consideration management’s discussion of the fees, including that the Funds have niche investment strategies and limited peer ETFs.
 
The Board also noted the importance of the fact that the advisory fee for each Fund was a “unified fee,” meaning that the shareholders of the Funds pay no expenses other than the advisory fee and certain other costs such as interest, brokerage and extraordinary expenses and, to the extent it is implemented, fees pursuant to a Distribution and/or Shareholder Servicing (12b-1) Plan.  The Board noted that the Adviser was responsible for compensating the Trust’s other service providers and paying the Funds’ other expenses out of its own fee and resources.  The Board also evaluated the compensation and benefits received by the Adviser from its relationship with the Funds, taking into account an analysis of the Adviser’s profitability provided at the meeting.  The Board concluded that the advisory fee for each of the Funds was fair and reasonable in light of the factors considered.
67

ETFMG™ ETFs
 
APPROVAL OF ADVISORY AGREEMENTS AND BOARD CONSIDERATIONS
For the Year Ended September 30, 2017 (Unaudited) (Continued)

In addition, the Board considered whether economies of scale had been 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 further noted that the advisory fee with respect to HACK had recently been reduced, effective May 1, 2017, and the Board concluded that neither IFLY nor GAMR had reached a size where it had realized economies of scale that would warrant a fee reduction.  The Board noted that a unitary fee provides a level of certainty in expenses for the Funds. The Trustees concluded that the flat advisory fee was reasonable and appropriate.
 
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) agreed to renew the Advisory Agreement for another year.
68

ETFMG™ ETFs
 
EXPENSE EXAMPLES
For the Periods Ended September 30, 2017 (Unaudited)

As a shareholder of ETFMG Prime Junior Silver ETF, ETFMG Prime Cyber Security ETF, ETFMG Prime Mobile Payments ETF, ETFMG Drone Economy Strategy ETF, and ETFMG Video Game Tech ETF (the “Funds”) you incur two types of costs: (1) transaction costs, including brokerage commissions on purchases and sales of Fund shares, and (2) ongoing costs, including management fees and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Funds and to compare these costs with the ongoing costs of investing in other funds. The examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period (April 1, 2017 to September 30, 2017).
 
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.
69

ETFMG™ ETFs
 
EXPENSE EXAMPLES
For the Periods Ended September 30, 2017 (Unaudited) (Continued)

ETFMG Prime Junior Silver ETF
 
 
Beginning
Account Value
April 1,
2017
 
Ending
Account Value
September 30,
2017
 
Expenses Paid
During the
Period^
Actual
$1,000.00
 
$914.30
 
$3.31
           
Hypothetical (5% annual)
$1,000.00
 
$1,021.61
 
$3.50
 
ETFMG Prime Cyber Security ETF
 
 
Beginning
Account Value
April 1,
2017
 
Ending
Account Value
September 30,
2017
 
Expenses Paid
During the
Period^
Actual
$1,000.00
 
$1,020.60
 
$3.80
           
Hypothetical (5% annual)
$1,000.00
 
$1,021.31
 
$3.80
 
ETFMG Prime Mobile Payments ETF
 
 
Beginning
Account Value
April 1,
2017
 
Ending
Account Value
September 30,
2017
 
Expenses Paid
During the
Period^
Actual
$1,000.00
 
$1,164.50
 
$4.07
           
Hypothetical (5% annual)
$1,000.00
 
$1,021.31
 
$3.80
 
ETFMG Drone Economy Strategy ETF
 
 
Beginning
Account Value
April 1,
2017
 
Ending
Account Value
September 30,
2017
 
Expenses Paid
During the
Period^
Actual
$1,000.00
 
$1,050.60
 
$3.83
           
Hypothetical (5% annual)
$1,000.00
 
$1,021.19
 
$3.78
 
ETFMG Video Game Tech ETF
 
 
Beginning
Account Value
April 1,
2017
 
Ending
Account Value
September 30,
2017
 
Expenses Paid
During the
Period^
Actual
$1,000.00
 
$1,308.80
 
$4.34
           
Hypothetical (5% annual)
$1,000.00
 
$1,021.31
 
$3.80
 
^ The dollar amounts shown as expenses paid during the period are equal to the annualized six-month expense ratio multiplied by the average account value during the period, multiplied by 183/365 (to reflect the one-half year period in the case of ETFMG Prime Junior Silver ETF, ETFMG Prime Cyber Security ETF, ETFMG Prime Mobile Payments ETF, ETFMG Drone Economy Strategy ETF, and ETFMG Video Game Tech ETF.
70

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, Summit, New Jersey 07901.
  
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 and Chief Compliance Officer, Factor Advisors, LLC (since 2012); President and Chief Executive Officer, Factor Capital Management LLC (since 2012); President and Chief Executive Officer, GENCAP Ventures, LLC (holding company) (2012–2013); Chief Executive Officer, MacroMarkets LLC (exchange traded funds) (2005–2011); President, Chief Executive and Chief Compliance Officer, Macro Financial (financial services) (2005–2011).
9
None
Reshma J.
Amin (1978)
Chief Compliance Officer (since 2016)
Chief Compliance Officer, Exchange Traded Managers Group, LLC (since 2016); Partner, Crow & Cushing (2007–2016).
n/a
n/a
John A.
Flanagan
(1946)
Treasurer (since 2015)
President, John A. Flanagan CPA, LLC (accounting services) (since 2010); Chief Financial Officer, Exchange Traded Managers Group, LLC (since 2015); Principal Financial Officer, ETF Managers Capital, LLC (commodity pool operator) (since 2014); Chief Financial Officer, Macromarkets LLC (exchange traded funds) (2007–2010)
n/a
n/a
* Mr. Masucci is an interested Trustee by virtue of his role as the Chief Executive Officer of the Adviser.
71

ETFMG™ ETFs
 
Board of Trustees (Continued)
Name
and
Year of Birth
Position(s)
Held with
the Trust,
Term of
Office and
Length of
Time Served
Principal
Occupation(s)
During Past
5 Years
Number of
Portfolios in
Fund Complex
Overseen By
Trustee
Other
Directorships
Held by
Trustee
During Past
5 Years
Independent Trustees
John W.
Southard
(1969)
Trustee (since 2012)
Director and Co-Founder, T2 Capital Management, 2010 to present; Co-Founder and Head of Research and Trading, PowerShares Capital Management, 2002 to 2009.
9
None
Terr0+y Loebs
(1963)
Trustee (since 2014)
Founder and Managing Member, Pulsenomics LLC (index product development and consulting firm) (since 2011); Managing Director, MacroMarkets, LLC (exchange-traded products firm) (2006–2011).
9
None

72

ETFMG™ ETFs
 
SUPPLEMENTARY INFORMATION
September 30, 2017
FEDERAL TAX INFORMATION
(Unaudited)
Qualified Dividend Income/Dividends Received Deduction
 
For the fiscal year ended September 30, 2017, 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 Ticker
QDI
SILJ
22.21%
HACK
100.00%
IPAY
100.00%
IFLY
56.50%
GAMR
33.25%
     
For corporate shareholders, the percent of ordinary income distributions qualifying for the corporate dividends received deduction for the fiscal year ended September 30, 2017 was as follows:
     
Fund Ticker
DRD
SILJ
0.00%
HACK
100.00%
IPAY
96.16%
IFLY
27.80%
GAMR
20.07%
 
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 Ticker
Short-Term Capital Gain
SILJ
0.00%
HACK
0.00%
IPAY
0.00%
IFLY
22.21%
GAMR
45.68%
 
During the year ended September 30, 2017, 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, 2017. 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 9/30/17
GAMR
 
161,124
 
19,564
 
0.17902667
 
0.02173778
 
900,000

73

ETFMG™ ETFs
 
SUPPLEMENTARY INFORMATION
September 30, 2017 (Continued)
INFORMATION ABOUT PORTFOLIO HOLDINGS
(Unaudited)
 
Each Fund files its Form N-Q with the Securities and Exchange Commission (the ‘‘SEC’’) no more than sixty days after the Funds’ first and third fiscal quarters. For each Fund, this would be for the fiscal quarters ending June 30 and December 31. Form N-Q includes a complete schedule of the Funds’ portfolio holdings as of the end of those fiscal quarters. The Funds’ N-Q filings can be found free of charge on the SEC’s website at http://www.sec.gov, or they may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. (call 800-SEC-0330 for information on the operation of the Public Reference Room). The Funds’ portfolio holdings are posted on the Funds’ website at www.ETFMG.com daily.
 
INFORMATION ABOUT PROXY VOTING
(Unaudited)
 
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 each Fund’s investment objectives, risk factors, charges, and expenses before investing. This and additional information can be found in each Fund’s prospectus, which may be obtained by calling 1-844-ETF-MGRS (1-844-383-6477) or by visiting www.pureetfs.com. Read the prospectus carefully before investing.
74

ETF MANAGERS TRUST
 
Privacy Policy and Procedures
 
ETF Managers Trust, (the “Trust”) has adopted the following privacy policies in order to safeguard the personal information of the Trust’s customers and consumers in accordance with Regulation S-P as promulgated by the U.S. Securities and Exchange Commission.
 
Trust officers are responsible for ensuring that the following policies and procedures are implemented:
 
1)
The Trust is committed to protecting the confidentiality and security of the information they collect and will handle personal customer and consumer information only in accordance with Regulation S-P and any other applicable laws, rules and regulations1. The Trust will ensure: (a) the security and confidentiality of customer records and information; (b) that customer records and information are protected from any anticipated threats and hazards; and (c) that customer records and information are protected from unauthorized access or use.
 
2)
The Trust conducts its business affairs through its trustees, officers and third parties that provide services pursuant to agreements with the Trust. The Trust has no employees. It is anticipated that the trustees and officers of the Trust who are not employees of service providers of the Trust will not have access to customer records and information in the performance of their normal responsibilities for the Trust.
 
3)
The Trust may share customer information with its affiliates, subject to the customers’ right to prohibit such sharing.
 
4)
The Trust may share customer information with unaffiliated third parties only in accordance with the requirements of Regulation S-P. Pursuant to this policy, the Trust will not share customer information with unaffiliated third parties other than as permitted by law, unless authorized to do so by the customer.
 
Consistent with these policies, the Trust has adopted the following procedures:
 
1)
The Trust will determine that the policies and procedures of its affiliates and Service Providers are reasonably designed to safeguard customer information and only permit appropriate and authorized access to and use of customer information through the application of appropriate administrative, technical and physical protections.
 
2)
The Trust will direct each of its Service Providers to adhere to the privacy policy of the Trust and to its privacy policies with respect to all customer information of the Trust and to take all actions reasonably necessary so that the Trust is in compliance with the provisions of Regulation S-P, including, as applicable, the development and delivery of privacy notices and the maintenance of appropriate and adequate records.
 
3)
The Trust requires its Service Providers to provide periodic reports to the Trust’s Board of Trustees outlining their privacy policies and the implementation of such policies. Each Service Provider is required to promptly report to the Trust’s Board any material changes to its privacy policy before, or promptly after, the adoption of such changes.
 

1
Generally, the Funds have institutional clients which are not considered “customers” for purposes of regulation S-P.
75

(This page intentionally left blank).

(This page intentionally left blank).

Advisor
ETF Managers Group, LLC
30 Maple Street, Suite 2, Summit, NJ 07901
 
Distributor
ETFMG Financial, Inc.
30 Maple Street, Suite 2, Summit, NJ 07901
 
Custodian
U.S. Bank National Association
Custody Operations
1555 North River Center Drive, Suite 302, Milwaukee, Wisconsin 53212
 
Transfer Agent
U.S. Bancorp Fund Services, LLC
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


 
 
(LARE LOGO)
 
Annual Report
September 30, 2017

Tierra XP Latin America Real Estate ETF
Ticker: LARE
 


  
The Fund is a series of ETF Managers Trust.

TierraXPTM Latin America Real Estate ETF
 
TABLE OF CONTENTS
September 30, 2017

   
 
Page
   
2
   
3
   
4
   
5
   
6
   
7
   
10
   
11
   
12
   
13
   
14
   
23
   
24
   
25
   
28
   
29
   
29
   
30
   
31
   
33


TierraXPTM Latin America Real Estate ETF

Dear Shareholder,

On behalf of the entire team, we want to express our appreciation for the confidence you have placed in the Tierra XP Latin America Real Estate Exchange-Traded Fund (“LARE” or the “Fund”). The following information pertains to the fiscal year ended September 30, 2017.

The Fund saw positive performance during the fiscal year ended September 30, 2017. The Fund NAV reflected a positive return of 20.23% in line with its benchmark, the Solactive Latin America Real Estate Index (“Index”), which posted positive performance of 21.54% over the same period. The primary difference between the Fund return and the Index return was attributable to Fund expenses, which are not a part of the Index.

For the year ended September 30, 2017, the best performing securities in the Fund were Paz Corp SA (up 81.26%), Socovesa SA (up 78.76%), and Grana Y Montero SA ADR (up 73.33%). The worst performing securities in the Fund were Brasil Brokers Participacoes SA (down -94.86%), Casas GEO (down -77.21 %), and Desarrolladora (down -46.75 %).

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

Sincerely,
 

Samuel Masucci III
Chairman of the Board

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

2

TierraXPTM Latin America Real Estate ETF
Growth of $10,000 (Unaudited)
 
(LINE GRAPH)
 
             
Average Annual Returns
Period Ended September 30, 2017
 
1 Year
Return
 
Since
Inception
(12/2/2015)
 
TierraXPTM Latin America Real Estate ETF (NAV)
 
20.23
%
   
23.63
%
TierraXPTM Latin America Real Estate ETF (Market)
 
18.15
%
   
24.03
%
S&P 500 Index
 
18.61
%
   
13.41
%
Solactive Latin America Real Estate Index
 
21.54
%
   
25.23
%
               
Total Fund Operating Expenses1
         
0.79
%

1. The expense ratio is taken from the Fund’s most recent prospectus dated January 31, 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 sold, 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 2, 2015, and is not intended to imply any future performance.  The returns shown do not reflect a reduction for taxes that a shareholder would pay on Fund distributions from the sale of Fund shares.  The chart assumes reinvestment of capital gains and dividends.

The unmanaged indices do not reflect fees and are not available for direct investment.

3

TierraXPTM Latin America Real Estate ETF

Top Ten Holdings*

     
Security
   
% of Total
Investments†
1
 
PLA Administradora Industrial S de RL de CV
 
3.16%
2
 
Kinea Rendimentos Imobiliarios FII
 
3.07%
3
 
MRV Engenharia e Participacoes SA
 
3.04%
4
 
Fibra Uno Administracion SA de CV
 
2.91%
5
 
BB Progressivo II FII
 
2.89%
6
 
Macquarie Mexico Real Estate Management SA de CV
 
2.87%
7
 
Concentradora Hipotecaria SAPI de CV
 
2.81%
8
 
FII BTG Pactual Corporate Office Fund
 
2.78%
9
 
Concentradora Fibra Danhos SA de CV
 
2.71%
10
 
Grupo Aeroportuario del Pacifico SAB de CV
 
2.67%
         
   
Top Ten Holdings = 28.91% of Total Investments†
* Current Fund holdings may not be indicative of future Fund holdings.
† Percentage of total investments less cash.
   

4

TierraXPTM Latin America Real Estate ETF

Important Disclosures and Key Risk Factors

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

The TierraXPTM Latin America Real Estate ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of the Solactive Latin America Real Estate Index (the “Index”).

Foreign investing involves special risks such as currency fluctuations and political uncertainty. Investments in emerging markets accentuate these risks. The Fund is subject to the risks associated with investing in real estate, which may include possible declines in the value of real estate. Funds focusing on a single country or sector may experience greater price volatility. The Fund’s return may not match or achieve a high degree of correlation with the return of the Solactive Latin America Real Estate 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.

Real estate risk factors include, but are not limited to, the fact that direct ownership of real estate is subject to fluctuations in the value of underlying properties, the impact of economic conditions on real estate values, the strength of specific industries renting properties and defaults by borrowers or tenants. Real estate is a cyclical business, highly sensitive to general and local economic conditions and developments, and characterized by intense competition and periodic overbuilding. Changing interest rates and credit quality requirements may affect the cash flow of real estate companies and their ability to borrow or lend money or to meet capital needs.

LAREPR: The Solactive Latin America Real Estate Index screens for all listed equities with primary listings in the Latin America region and which derive substantially most of their income from real estate and real estate services.

MSCI EM: The MSCI Emerging Markets Index captures large and mid cap representation across 23 Emerging Markets (EM) countries*. With 836 constituents, the index covers approximately 85% of the free float-adjusted market capitalization in each country.

MSCI Mexico: The MSCI Mexico Index is designed to measure the performance of the large and mid cap segments of the Mexican market. With 27 constituents, the index covers approximately 85% of the free float-adjusted market capitalization in Mexico.

MSCI Brazil: The MSCI Brazil Index is designed to measure the performance of the large and mid cap segments of the Brazilian market. With 61 constituents, the index covers about 85% of the Brazilian equity universe.

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

5

TierraXPTM Latin America Real Estate ETF

PORTFOLIO ALLOCATIONS
As of September 30, 2017 (Unaudited)

   
TierraXPTM Latin
America Real Estate
ETF
 
As a percent of Net Assets:
     
Argentina
   
2.5
%
Brazil
   
46.0
 
Chile
   
4.6
 
Mexico
   
37.2
 
Peru
   
0.9
 
United States
   
8.1
 
Short-Term and other Net Assets (Liabilities)
   
0.7
 
     
100.0
%

6

TierraXPTM Latin America Real Estate ETF
 
Schedule of Investments
September 30, 2017
 
 
Shares
   
Fair Value
 
   
COMMON STOCKS - 99.3%
           
Argentina - 2.5%
           
Real Estate Management & Development - 2.5%
           
Cresud SACIF y A - ADR (a)
   
3,982
   
$
74,344
 
IRSA Inversiones y Representaciones SA - ADR (a) ^
   
3,232
     
79,346
 
Total Real Estate Management & Development
           
153,690
 
   
Brazil - 46.0%
               
Capital Markets - 0.1%
               
GP Investments Ltd. (a)
   
4,704
     
8,689
 
Household Durables - 13.0%
               
Construtora Tenda SA (a)
   
13,640
     
70,415
 
Cyrela Brazil Realty SA Empreendimentos e Participacoes
   
30,466
     
132,074
 
Direcional Engenharia SA (a)
   
62,757
     
115,323
 
Even Construtora e Incorporadora SA (a)
   
36,964
     
64,774
 
Ez Tec Empreendimentos e Participacoes SA
   
23,102
     
167,111
 
Gafisa SA (a)
   
8,865
     
38,291
 
MRV Engenharia e Participacoes SA
   
44,637
     
192,944
 
Tecnisa SA (a)
   
48,492
     
35,215
 
Total Household Durables
           
816,147
 
Real Estate Investment Trusts (REITs) - 19.8%
               
BB Progressivo II FII
   
3,758
     
183,322
 
CSHG Brasil Shopping Investimento Imobiliario
   
145
     
109,878
 
CSHG Logistica FI Imobiliario
   
212
     
87,311
 
CSHG Real Estate FI Imobiliario
   
226
     
112,745
 
FII BTG Pactual Corporate Office Fund
   
5,872
     
176,782
 
FII TB Office
   
1,225
     
28,119
 
JS Real Estate Multigestao FII
   
3,750
     
115,502
 
Kinea Renda Imobiliaria FII
   
2,509
     
133,921
 
Kinea Rendimentos Imobiliarios FII
   
5,905
     
195,096
 
Santander Agencias FII
   
2,188
     
98,790
 
Total Real Estate Investment Trusts (REITs)
           
1,241,466
 
Real Estate Management & Development - 13.1%
               
Aliansce Shopping Centers SA (a)
   
17,422
     
102,041
 
BR Malls Participacoes SA
   
31,272
     
139,814
 
BR Properties SA
   
26,224
     
92,156
 
Brasil Brokers Participacoes SA (a)
   
61,910
     
24,239
 
Helbor Empreendimentos SA (a)
   
43,210
     
33,835
 
Iguatemi Empresa de Shopping Centers SA
   
12,781
     
157,787
 
JHSF Participacoes SA (a)
   
72,621
     
53,655
 
Multiplan Empreendimentos Imobiliarios SA
   
6,304
     
146,436
 
Sao Carlos Empreendimentos e Participacoes SA
   
5,446
     
70,054
 
Total Real Estate Management & Development
           
820,017
 
Total Brazil
           
2,886,319
 
   
Chile - 4.6%
               
Household Durables - 1.1%
               
Socovesa SA
   
122,332
     
68,839
 
 
The accompanying notes are an integral part of these financial statements.
7

TierraXPTM Latin America Real Estate ETF
 
Schedule of Investments
September 30, 2017 (Continued)
 
 
Shares
   
Fair Value
 
   
Real Estate Management & Development - 3.5%
           
Parque Arauco SA
   
51,674
   
$
141,317
 
PAZ Corporacion SA
   
57,590
     
75,581
 
Total Real Estate Management & Development
           
216,898
 
Total Chile
           
285,737
 
   
Mexico - 37.2%
               
Construction & Engineering - 0.9%
               
Empresas ICA SAB de CV (a)
   
155,893
     
12,670
 
Impulsora del Desarrollo y el Empleo en America Latina SAB de CV (a)
   
24,617
     
45,963
 
Total Construction & Engineering
           
58,633
 
Hotels, Restaurants & Leisure - 1.1%
               
Grupo Hotelero Santa Fe SAB de CV (a)
   
29,376
     
16,471
 
Hoteles City Express SAB de CV (a)
   
43,397
     
51,618
 
Total Hotels, Restaurants & Leisure
           
68,089
 
Household Durables - 1.4%
               
Consorcio ARA SAB de CV
   
148,661
     
51,595
 
Corporacion GEO SAB De CV (a)
   
32,684
     
3,069
 
Corpovael SA de CV
   
38,680
     
25,468
 
Desarrolladora Homex SAB de CV (a)
   
135,540
     
7,220
 
Total Household Durables
           
87,352
 
Real Estate Investment Trusts (REITs) - 23.1%
               
Asesor de Activos Prisma SAPI de CV
   
165,408
     
109,909
 
Concentradora Fibra Danhos SA de CV
   
100,806
     
172,494
 
Concentradora Fibra Hotelera Mexicana SA de CV
   
156,805
     
120,467
 
Concentradora Hipotecaria SAPI de CV
   
155,270
     
178,633
 
Fibra Shop Portafolios Inmobiliarios SAPI de CV
   
221,178
     
132,148
 
Fibra Uno Administracion SA de CV
   
109,641
     
184,963
 
Macquarie Mexico Real Estate Management SA de CV
   
137,932
     
182,470
 
PLA Administradora Industrial S de RL de CV
   
116,720
     
200,944
 
Prologis Property Mexico SA de CV
   
84,306
     
166,760
 
Total Real Estate Investment Trusts (REITs)
           
1,448,788
 
Real Estate Management & Development - 3.1%
               
Corporacion Inmobiliaria Vesta SAB de CV
   
91,122
     
129,803
 
Grupo GICSA SA de CV (a)
   
98,260
     
64,589
 
Total Real Estate Management & Development
           
194,392
 
Transportation Infrastructure - 7.6%
               
Grupo Aeroportuario del Centro Norte SAB de CV
   
28,982
     
160,316
 
Grupo Aeroportuario del Pacifico SAB de CV
   
16,542
     
169,416
 
Grupo Aeroportuario del Sureste SAB de CV
   
7,861
     
149,925
 
Total Transportation Infrastructure
           
479,657
 
Total Mexico
           
2,336,911
 
   
Peru - 0.9%
               
Construction & Engineering - 0.9%
               
Grana y Montero SAA - ADR (a)
   
11,642
     
55,998
 
 
The accompanying notes are an integral part of these financial statements.
8

TierraXPTM Latin America Real Estate ETF
 
Schedule of Investments
September 30, 2017 (Continued)
 
 
Shares
   
Fair Value
 
   
United States - 8.1%
           
Real Estate Investment Trusts (REITs) - 2.1%
           
Prologis, Inc.
   
2,092
   
$
132,758
 
Real Estate Management & Development - 6.0%
               
Brookfield Property Partners LP ^
   
6,652
     
155,324
 
CBRE Group, Inc. (a)
   
3,237
     
122,618
 
Jones Lang LaSalle, Inc.
   
784
     
96,824
 
Total Real Estate Management & Development
           
374,766
 
Total United States
           
507,524
 
TOTAL COMMON STOCKS (Cost $5,440,851)
           
6,226,179
 
   
RIGHTS - 0.1%
               
CSHG Logistica FII RTS (Level 2)
   
206
     
6,446
 
TOTAL RIGHTS (Cost $3,082)
           
6,446
 
   
SHORT-TERM INVESTMENTS - 0.6%
               
Money Market Funds - 0.6%
               
Invesco Advisers, Inc. STIT - Treasury Portfolio - Institutional Class, 0.89% (b)
   
38,711
     
38,711
 
TOTAL SHORT-TERM INVESTMENTS (Cost $38,711)
           
38,711
 
   
INVESTMENTS PURCHASED WITH SECURITIES LENDING COLLATERAL - 1.3%
               
Investment Companies - 1.3%
               
Mount Vernon Liquid Assets Portfolio, LLC, 1.33% (b) +
           
82,850
 
TOTAL INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING (Cost $82,850)
           
82,850
 
 
 
Total Investments (Cost $5,565,494) - 101.3%
           
6,354,186
 
Liabilities in Excess of Other Assets - (1.3)%
           
(82,779
)
TOTAL NET ASSETS - 100.0%
         
$
6,271,407
 
 
Percentages are stated as a percent of net assets.

ADR
American Depositary Receipt
(a)
Non-income producing security.
(b)
The rate quoted is the annualized seven-day yield at September 30, 2017.
^
All or a portion of this security is out on loan as of September 30, 2017. Total value of securities out on loan is $79,870.
+
Investments purchased with cash proceeds from securities lending. Total cash collateral has a value of $82,850 as of September 30, 2017.

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

The accompanying notes are an integral part of these financial statements.
9

TierraXPTM Latin America Real Estate ETF
 
STATEMENT OF ASSETS AND LIABILITIES
As of September 30, 2017
   
TierraXPTM
Latin
America Real
Estate ETF
 
ASSETS
     
Investments in securities, at fair value*
 
$
6,354,186
 
Cash
   
1,301
 
Foreign currency
   
684
 
Recievables:
       
Dividends and interest receivable
   
1,627
 
Securities lending income receivable
   
160
 
Total Assets
   
6,357,958
 
 
       
LIABILITIES
       
Collateral received for securities loaned (Note 7)
   
82,850
 
Payables:
       
Management fees payable
   
3,701
 
Total Liabilities
   
86,551
 
Net Assets
 
$
6,271,407
 
 
       
NET ASSETS CONSIST OF:
       
Paid-in Capital
 
$
5,584,064
 
Undistributed (accumulated) net investment income (loss)
   
(94,843
)
Accumulated net realized gain (loss) on investments
   
(6,536
)
Net unrealized appreciation on:
       
Investments in securities
   
788,692
 
Foreign currency and translation of other assets and liabilities in foreign currency
   
30
 
Net Assets
 
$
6,271,407
 
         
*Identified Cost:
       
Investments in unaffiliated securities
 
$
5,565,494
 
Foreign currency
   
654
 
 
       
Shares Outstanding^
   
200,000
 
 
       
Net Asset Value, Offering and Redemption Price per Share
 
$
31.36
 
 
^ No par value, unlimited number of shares authorized

The accompanying notes are an integral part of these financial statements.
10

TierraXPTM Latin America Real Estate ETF
 
STATEMENT OF OPERATIONS
Year ended September 30, 2017
 
 
TierraXPTM
Latin
America Real
Estate ETF
 
INVESTMENT INCOME
     
Income:
     
Dividends from unaffiliated securities (net of foreign withholdings tax of $15,911)
 
$
95,447
 
Interest
   
59
 
Securities lending income
   
1,095
 
Total Investment Income
   
96,601
 
       
Expenses:
       
Management fees
   
27,597
 
Total Expenses
   
27,597
 
Net Investment Income
   
69,004
 
REALIZED & UNREALIZED GAIN (LOSS) ON INVESTMENTS
       
Net Realized Gain On:
       
Unaffiliated investments
   
37,995
 
Foreign currency
   
30,601
 
Net Realized Gain on Investments and Foreign Currency
   
68,596
 
Net Change in Unrealized Appreciation (Depreciation) of:
       
Unaffiliated investments in securities
   
415,620
 
Foreign currency and foreign currency translation
   
(159
)
Net Change in Unrealized Appreciation of Investments
   
415,461
 
Net Realized and Unrealized Gain on Investments
   
484,057
 
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS
 
$
553,061
 
 
The accompanying notes are an integral part of these financial statements.
11

TierraXPTM Latin America Real Estate ETF
 
STATEMENTS OF CHANGES IN NET ASSETS

   
Year Ended
September 30,
2017
   
Period Ended
September 30,
2016*
 
   
OPERATIONS
           
Net investment income
 
$
69,004
   
$
95,904
 
Net realized gain on investments
   
68,596
     
54,830
 
Net change in unrealized appreciation of investments
   
415,461
     
373,261
 
Net increase in net assets resulting from operations
   
553,061
     
523,995
 
   
DISTRIBUTIONS TO SHAREHOLDERS
               
From net investment income
   
(263,218
)
   
(93,090
)
From net realized gain
   
(70,581
)
   
 
Total Distributions to Shareholders
   
(333,799
)
   
(93,090
)
   
CAPITAL SHARE TRANSACTIONS
               
Net increase in net assets derived from net change in outstanding shares (a)
   
3,084,065
     
2,500,000
 
Transaction Fees (Note 1)
   
4,359
     
32,816
 
Net increase in net assets from capital share transactions
   
3,088,424
     
2,532,816
 
Net increase in net assets
   
3,307,686
     
2,963,721
 
NET ASSETS
               
Beginning of Year
   
2,963,721
     
 
End of Year
 
$
6,271,407
   
$
2,963,721
 
Undistributed net investment loss
 
$
(94,843
)
 
$
(164
)
 
(a) Summary of share transactions is as follows:
 
 
                       
 
 
 
Year Ended
September 30, 2017
   
Period Ended
September 30, 2016*
 
 
 
 
Shares
   
Amount
   
Shares
   
Amount
 
 
Shares Sold
   
100,000
   
$
3,084,065
     
100,000
   
$
2,500,000
 
 
Transaction Fees (Note 1)
   
     
4,359
     
     
 
 
Shares Redeemed
   
     
     
     
 
 
Net Transactions in Fund Shares
   
100,000
   
$
3,088,424
     
100,000
   
$
2,500,000
 
 
Beginning Shares
   
100,000
             
         
 
Ending Shares
   
200,000
             
100,000
         
 
* Fund commenced operations on December 2, 2015. The information presented is for the period from December 2, 2015 to September 30, 2016.

The accompanying notes are an integral part of these financial statements.
12

TierraXPTM Latin America Real Estate ETF
 
FINANCIAL HIGHLIGHTS
For a capital share outstanding throughout the year
   
Year Ended
September 30, 2017
   
Period Ended
September 30, 20161
 
             
Net Asset Value, Beginning of Period
 
$
29.64
   
$
25.00
 
Income from Investment Operations:
               
Net investment income 2
   
0.57
     
0.98
 
Net realized and unrealized gain on investments
   
4.42
     
4.59
 
Total from investment operations
   
4.99
     
5.57
 
Less Distributions:
               
Distributions from net investment income
   
(2.56
)
   
(0.93
)
Distributions from net realized gain
   
(0.71
)
   
 
Total distributions
   
(3.27
)
   
(0.93
)
Net asset value, end of year
 
$
31.36
   
$
29.64
 
Total Return
   
20.23
%
   
22.63
%3
                 
Ratios/Supplemental Data:
               
Net assets at end of year (000’s)
 
$
6,271
   
$
2,964
 
Expenses to Average Net Assets
   
0.79
%
   
0.79
%4
Net Investment Income to Average Net Assets
   
1.98
%
   
5.88
%4
Portfolio Turnover Rate
   
44
%
   
44
%3
 
1
Commencement of operations on December 2, 2015.
2
Calculated based on average shares outstanding during the year.
3
Not annualized.
4
Annualized.

The accompanying notes are an integral part of these financial statements.
13

TierraXPTM Latin America Real Estate ETF
 
NOTES TO FINANCIAL STATEMENTS
September 30, 2017
NOTE 1 – ORGANIZATION
 
TierraXPTM Latin America Real Estate 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 Solactive Latin America Real Estate Index (“The Index”). The Fund commenced operations on December 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 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, are included in “Transaction Fees” in the Statement 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 Board Accounting Standard Codification Topic 946 Financial Services – Investment Companies.
 
The Fund may invest in certain other investment companies (underlying funds). For specific investments in underlying funds, please refer to the complete schedule of portfolio holdings on Form N-CSR(S) for this reporting period, which is filed with the U.S. Securities Exchange Commission (SEC). For more information about the underlying Fund’s operations and policies, please refer to those Funds’ semiannual and annual reports, which are filed with the SEC.
14

TierraXPTM Latin America Real Estate ETF
 
NOTES TO FINANCIAL STATEMENTS
September 30, 2017 (Continued)
A.
Security Valuation. Securities listed on a securities exchange, market or automated quotation system for which quotations are readily available (except for securities traded on NASDAQ), including securities traded over the counter, are valued at the last quoted sale price on the primary exchange or market (foreign or domestic) on which they are traded on the valuation date (or at approximately 4:00 pm Eastern Time if a security’s primary exchange is normally open at that time), or, if there is no such reported sale on the valuation date, at the most recent quoted bid price. For securities traded on NASDAQ, the NASDAQ Official Closing Price will be used.
 
Securities for which quotations are not readily available are valued at their respective fair values as determined in good faith by the Board of Trustees (the “Board”). When a security is “fair valued,” consideration is given to the facts and circumstances relevant to the particular situation, including a review of various factors set forth in the pricing procedures adopted by the Fund’s Board. The use of fair value pricing by the Fund may cause the net asset value of its shares to differ significantly from the net asset value that would be calculated without regard to such considerations. As of September 30, 2017, the Fund did not hold any fair valued securities.
 
As described above, the Fund utilizes various methods to measure the fair value of its investments on a recurring basis. U.S. GAAP establishes a hierarchy that prioritizes inputs to valuation methods. The three levels of inputs are:
 
Level 1
Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access.
 
Level 2
Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.
 
Level 3
Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available; representing the Fund’s own assumptions about the assumptions a market participant would use in valuing the asset or liability and would be based on the best information available.
 
The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.
 
The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its  entirety, is determined based on the lowest level input that is significant to the fair value measurement in its entirety.
15

TierraXPTM Latin America Real Estate ETF
 
NOTES TO FINANCIAL STATEMENTS
September 30, 2017 (Continued)
The following table presents a summary of the Fund’s investments in securities at fair value, as of September 30, 2017:
 
TierraXPTM Latin America Real Estate ETF
Assets^
 
Level 1
   
Level 2
   
Level 3
   
Total
 
Common Stocks
 
$
6,226,179
   
$
   
$
   
$
6,226,179
 
Rights
   
     
6,446
     
     
6,446
 
Short-Term Investments
   
38,711
     
     
     
38,711
 
Investments Purchased with Securities Lending Collateral*
   
     
     
     
82,850
 
Total Investments in Securities
 
$
6,264,890
   
$
6,446
   
$
   
$
6,354,186
 
 
^ See Schedule of Investments for classifications by country and industry.
* Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy. The fair value amounts presented in the table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Schedule of Investments.
 
The Funds did not have any transfers into or out of Level 1, Level 2 or Level 3 during the year ended September 30, 2017.
 
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 provision for federal income taxes or excise taxes has been made.
 
To avoid imposition of the excise tax applicable to regulated investment companies, the Fund intends to declare each year as dividends, in each calendar year, at least 98.0% of its net investment income (earned during the calendar year) and 98.2% of its net realized capital gains (earned during the twelve months ended October 31) plus undistributed amounts, if any, from prior years.
 
Net capital losses incurred after October 31, within the taxable year are deemed to arise on the first business day of the Fund’s next taxable year.
 
The Fund recognizes the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities. The Fund has analyzed its tax position and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions expected to be taken in the Fund’s 2017 tax returns. The Fund identifies its major tax jurisdictions as U.S. Federal, the State of New Jersey, and the State of Delaware; however the Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months.
 
As of September 30, 2017, management has reviewed the tax positions for open periods (for federal purposes, three years from the date of filing and for state purposes, four years from the date of filing) as applicable to the Fund, and has determined that no provision for income tax is required in the Fund’s financial statements.
 
C.
Security Transactions and Investment Income. Investment securities transactions are accounted for on the trade date. Gains and losses realized on sales of securities are determined on a specific identification basis. Discounts/premiums on debt securities purchased are accreted/amortized over the life of the respective securities using the effective interest method. Dividend income is  recorded on the ex-dividend date. Interest income is recorded on an accrual basis. Income, including gains, from investments in foreign securities received by the Fund may be subject to income, withholding or other taxes imposed by foreign countries.
16

TierraXPTM Latin America Real Estate ETF
 
NOTES TO FINANCIAL STATEMENTS
September 30, 2017 (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 by the Fund on a monthly 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 of the Fund, rounded to the nearest cent. The Fund’s shares will not be priced on the days on which the NYSE   is closed for trading. The offering and redemption price per share for the Fund is equal to the Fund’s net asset value per share.
 
H.
Guarantees and Indemnifications. In the normal course of business, the Fund enters into contracts with service providers that contain general indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.
 
NOTE 3 – RISK FACTORS
 
Investing in the Tierra XP Latin America Real Estate 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 the Fund will fluctuate, which means that an investor could lose money over short or long periods.
17

TierraXPTM Latin America Real Estate ETF
 
NOTES TO FINANCIAL STATEMENTS
September 30, 2017 (Continued)
Investment Style Risk. The Fund is not actively managed. Therefore, the Fund follows the securities included in its respective index during upturns as well as downturns. Because of its indexing strategy, the Fund does not take steps to reduce market exposure or to lessen the effects of a declining market. In addition, because of the Fund’s expenses, the Fund’s performance may be below that of its index.
 
Equity Risk. The prices of equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. In addition, equity markets tend to move in cycles which may cause stock prices to fall over short or extended periods of time.
 
Securities Lending Risk. Securities lending involves the risk of loss of rights in, or delay in recovery of, the loaned securities if the borrower fails to return the security loaned or becomes insolvent.
 
Concentration Risk. To the extent that the Fund’s or its underlying index’s portfolio is concentrated in the securities of issuers in a particular market, industry, group of industries, sector or asset class, the Fund may be adversely affected by the performance of those securities, may be subject to increased price volatility and may be more vulnerable to adverse economic, market, political or regulatory occurrences affecting that market, industry, group of industries, sector or asset class.
 
NOTE 4 – COMMITMENTS AND OTHER RELATED PARTY TRANSACTIONS.
 
ETF Managers Group, LLC (the “Advisor”), serves as the investment advisor to the Fund. Pursuant to an Investment Advisory Agreement (“Advisory Agreement”) between the Trust, on behalf of the Fund, and the Advisor, the Advisor provides investment advice to the Fund and oversees the day-today operations of the Fund, subject to the direction and control of the Board and the officers of the Trust.
 
Under the Investment Advisory Agreement with the Fund, the Advisor has overall responsibility for the general management and administration of the Fund and arranges for sub-advisory, transfer agency, custody, fund administration, securities lending, and all other non-distribution related services necessary for the Fund to operate. The Advisor bears the costs of all advisory and non-advisory services required to operate the Fund, in exchange for a single unitary fee. For services provided the Fund pays the Advisor at an annual rate of 0.79% of the Fund’s average daily net assets. The Advisor  has an agreement with, and is dependent on, a third party to pay the Fund’s expenses in excess of 0.79% of the Fund’s average daily net assets. Additionally, under the Investment Advisory Agreement, the Advisor has agreed to pay all expenses of the Fund, except for: the fee paid to the Advisor pursuant to the Investment Advisory Agreement, interest charges on any borrowings, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, extraordinary expenses, and distribution (12b-1) fees and expenses (collectively, “Excluded Expenses”). The Advisor has entered into an Agreement with Tierra Funds, LLC (the “Sponsor”), under which the Sponsor agrees to sublicense the use of the Underlying Index to the Advisor. The Sponsor also provides marketing support for the Fund, including distributing marketing materials related to the Fund. Tierra Funds, LLC is a privately held business focused on bringing exchange-traded investment products to investors in the U.S. The Sponsor does not make investment decisions, provide investment advice, or otherwise act in the capacity of an investment adviser to the Fund.  Additionally, the Sponsor is not involved in the maintenance of the Underlying Index and does not otherwise act in the capacity of an index provider.
18

TierraXPTM Latin America Real Estate ETF
 
NOTES TO FINANCIAL STATEMENTS
September 30, 2017 (Continued)
U.S. Bancorp Fund Services, LLC (the “Administrator”) provides fund accounting, fund administration, and transfer agency services to the Fund. The Advisor compensates the Administrator for these services under an administration agreement between the two parties.
 
The Advisor pays each independent Trustee a quarterly fee for service to the Fund. Each Trustee is also reimbursed by the Advisor for all reasonable out-of-pocket expenses incurred in connection with his duties as Trustee, including travel and related expenses incurred in attending Board meetings.
 
NOTE 5 – DISTRIBUTION PLAN
 
The Fund has adopted a Plan of Distribution pursuant to Rule 12b-1 under the 1940 Act. Under the Plan, the Fund may pay compensation to the Distributor or any other distributor or financial institution with which the Trust has an agreement with respect to the Fund, with the amount of such compensation not to exceed an annual rate of 0.25% of each Fund’s average daily net assets. For the year ended September 30, 2017, the Fund did not incur any 12b-1 expenses.
 
NOTE 6 – PURCHASES AND SALES OF SECURITIES
 
The costs of purchases and sales of securities, excluding short-term securities and in-kind transactions, for the year ended September 30, 2017 are as follows:
 
   
Purchases
   
Sales
 
TierraXPTM Latin America Real Estate ETF
 
$
2,874,811
   
$
1,564,241
 
 
The costs of purchases and sales of in-kind transactions associated with creations and redemptions for the year ended September 30, 2017 are as follows:
 
   
Purchases
In-Kind
   
Sales
In-Kind
 
TierraXPTM Latin America Real Estate ETF
 
$
1,546,877
   
$
 
 
Purchases in-kind are the aggregate of all in-kind purchases and sales in-kind are the aggregate of all proceeds from in-kind sales. Net capital gains or losses resulting from in-kind redemptions are excluded from the determination of the Fund’s taxable gains and are not distributed to shareholders.
 
There were no purchases or sales of U.S. Government obligations for the year ended September 30, 2017.
 
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; however, such investments are subject to risk of payment delays or default on the part of the issuer or counterparty or otherwise may not generate sufficient interest to support the costs associated with securities lending. The Fund could also experience delays in recovering its securities and possible loss of income or value if the borrower fails to return the borrowed securities, although the Fund is indemnified from this risk by contract with the securities lending agent.
19

TierraXPTM Latin America Real Estate ETF
 
NOTES TO FINANCIAL STATEMENTS
September 30, 2017 (Continued)
As of September 30, 2017, 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*
 
TierraXPTM Latin America Real Estate ETF
 
$
79,870
   
$
82,850
 
 
* 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.
 
Interest income earned on collateral investments (including applicable fees) and recognized by the Fund during the year ended September 30, 2017, aggregated $1,095.
 
NOTE 8 – FEDERAL INCOME TAXES
 
The components of distributable earnings (losses) and cost basis of investments for federal income tax purposes at September 30, 2017 were as follows:
 
   
Cost
   
Gross
Unrealized
Appreciation
   
Gross
Unrealized
Depreciation
   
Net
Unrealized
Appreciation
(Depreciation)
 
TierraXPTM Latin America Real Estate ETF
 
$
5,811,821
   
$
930,946
   
$
(387,897
)
 
$
543,049
 
 
 
 
Undistributed
Ordinary
Income
   
Undistributed
Long-term
Gain
   
Total
Distributable
Earnings
   
Other
Accumulated
Loss
   
Total
Accumulated
Gain
 
 
                             
TierraXPTM Latin America Real Estate ETF
 
$
112,470
   
$
35,323
   
$
147,793
   
$
(3,499
)
 
$
687,343
 
 
As of September 30, 2017, the Fund had accumulated capital loss carryovers of:
 
 
Capital Loss
Carryover
 
Expires 
TierraXPTM Latin America Real Estate ETF
None
 
Indefinite
 

20

TierraXPTM Latin America Real Estate ETF
 
NOTES TO FINANCIAL STATEMENTS
September 30, 2017 (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 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, 2017.
 
 
Late Year
Ordinary
Loss
 
Post-October
Capital Loss
 
TierraXPTM Latin America Real Estate ETF
None
 
None
 
 
U.S. GAAP requires that certain components of net assets relating to permanent differences be reclassified between financial and tax reporting. These reclassifications have no effect on net assets or net asset value per share. For the fiscal year ended September 30, 2017, the following table shows the reclassifications made:
               
   
Undistributed
Accumulated Net
Investment
Income
 
Accumulated Net
Realized Loss
 
Paid-In
Capital
 
Tierra XP Latin America Real Estate ETF
 
$   99,535
 
$    (93,119)
 
$    (6,416)
 
 
NOTE 9 – DISTRIBUTIONS TO SHAREHOLDERS
 
The Fund paid $263,218 from ordinary income and $70,581 from capital gains during the year ended September 30, 2017.
 
NOTE 10 – LEGAL MATTERS
 
The Trust, the trustees of the Trust, the Advisor and certain officers of the Advisor are defendants in an action filed May 2, 2017 in the Superior Court of New Jersey captioned PureShares, LLC d/b/a PureFunds et al. v. ETF Managers Group, LLC et al., Docket No. C-63-17.  The PureShares action alleges claims based on disputes arising out of contractual relationships with the Advisor.  The action seeks damages in unspecified amounts and injunctive relief based on breach of contract, wrongful termination, and several other theories.  At the outset of the litigation, and again a few weeks later, plaintiffs sought temporary injunctive relief.  Both motions were denied, and the matter is now   proceeding through pretrial discovery.  The defendants believe the lawsuit is without merit and intend to vigorously defend themselves against the allegations.
 
The Adviser, its parent, Exchange Traded Managers Group, LLC and its chief executive officer are defendants in a case filed on October 26, 2017 in the United States District Court for the Southern District of New York by NASDAQ, Inc. captioned Nasdaq, Inc. v. Exchange Traded Managers Group, LLC et al., Case 1:17-cv-08252.   This action arises out of related facts and circumstances in the New Jersey litigation and asserts claims for breach of contract, wrongful termination and certain other theories with respect to the same exchange traded Fund discussed above. The defendants in the Southern District actions believe the lawsuit is without merit and intend to vigorously defend themselves against the allegations and to assert counterclaims against NASDAQ for breaches of its duties under the related index license agreement and various other agreements.
 
Management of the Trust and the Fund, after consultation with legal counsel, believes that the resolution of these matters will not have a material adverse effect on the Fund’s financial statements.
21

TierraXPTM Latin America Real Estate ETF
 
NOTES TO FINANCIAL STATEMENTS
September 30, 2017 (Continued)

NOTE 11 – SUBSEQUENT EVENTS
 
In preparing these financial statements, the Fund has evaluated events and transactions for potential recognition or disclosure through the date the financial statements were issued. (See Note 10). In addition, the Fund identified the following subsequent event for disclosure:
 
The Board of Trustees of ETF Managers Trust, on October 26, 2017, had approved the following changes to the Fund, effective on or about December 26, 2017: a) The Fund’s name will be changed to the Alternative Agroscience ETF, b) The Fund’s current underlying index, the Solactive Latin America Real Estate Index, will be replaced with the Alternative Agroscience Index, c) The Fund’s investment objective will be changed to the following: “The Alternative Agroscience ETF seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of the Alternative Agroscience Index”; and d) The non-fundamental policy that under normal circumstances, the Fund will not invest less than 80% of its net assets, plus the amount of any borrowings for investments purposes, in securities of real estate related companies in Latin America will be eliminated.
22

TierraXPTM Latin America Real Estate ETF
 
Report of Independent Registered Public Accounting Firm
 
To the Board of Trustees of ETF Managers Trust 
and the Shareholders of Tierra XP Latin America Real Estate ETF:
 
We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Tierra XP Latin America Real Estate ETF (the “Fund”) (a series of ETF Managers Trust), as of September 30, 2017,  the related statement of operations for the year then ended, and the statements of changes in net assets and financial highlights for the year then ended and the period from December 2, 2015 (commencement of operations) to September 30, 2016.  These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.
 
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of September 30, 2017 by correspondence with the custodian. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Tierra XP Latin America Real Estate ETF series of ETF Managers Trust as of September 30, 2017, the results of its operations for the year then ended, and the changes in its net assets and its financial highlights for the year then ended and the period from December 2, 2015 (commencement of operations) to September 30, 2016, in conformity with accounting principles generally accepted in the United States of America.
 
/s/WithumSmith+Brown, PC
 
New York, NY
November 29, 2017
23

TierraXPTM Latin America Real Estate ETF
 
Frequency Distribution of Premiums and Discounts (Unaudited)

TierraXPTM Latin America Real Estate ETF Closing Price vs. NAV
 
The following Frequency Distribution of Premiums and Discounts chart is provided to show the frequency at which the closing price for each Fund is at a premium or discount to its daily net asset value (NAV).  The chart presented represents past performance and cannot be used to predict future results.
 
TierraXPTM Latin America Real Estate ETF
 
Year Ended
September 30, 2017
 
Premium/Discount Range
 
Number
of Days
   
Percentage
of Total
Days
 
4.00% to 4.50%
 
9
   
3.6
 
3.50% to 4.00%
 
11
   
4.4
 
3.00% to 3.50%
 
26
   
10.4
 
2.50% to 3.00%
 
35
   
13.9
 
2.00% to 2.50%
 
21
   
8.4
 
1.50% to 2.00%
 
49
   
19.5
 
1.00% to 1.50%
 
49
   
19.5
 
1.00% or Less
 
51
   
20.3
 
 
TierraXPTM Latin America Real Estate ETF
 
December 2, 2015*
through
September 30, 2016
 
Premium/Discount Range
 
Number
of Days
   
Percentage
of Total
Days
 
Greater than 1.00%
 
186
   
88.6
 
Greater Than or equal to 0.75% And Less Than 1.00%
 
0
   
0.0
 
Greater Than or Equal to 0.50% And Less Than 0.75%
 
3
   
1.4
 
Greater Than or Equal to 0.25% And Less Than 0.50%
 
3
   
1.4
 
Greater Than or Equal to 0.00% And Less Than 0.25%
 
3
   
1.4
 
Less Than or Equal to 0.0% And Greater Than -0.25%
 
2
   
1.0
 
Less Than or Equal to -0.25% And Greater Than -0.50%
 
4
   
1.9
 
Less Than or Equal to -0.50% And Greater Than -0.75%
 
2
   
1.0
 
Less Than or Equal to -0.75% And Greater Than -1.00%
 
3
   
1.4
 
Less than -1.00%
 
4
   
1.9
 
 
*First day of secondary market trading
24

TierraXPTM Latin America Real Estate ETF
 
APPROVAL OF ADVISORY AGREEMENT AND BOARD CONSIDERATIONS 
For the Year Ended September 30, 2017 (Unaudited)

Pursuant to Section 15(c) of the Investment Company Act of 1940 (the “1940 Act”), at a meeting held on June 14, 2017, the Board of Trustees (the “Board”) of ETF Managers Trust (the “Trust”) considered the renewal of the Investment Advisory Agreement (“Advisory Agreement”) between ETF Managers Group LLC (the “Adviser”) and the Trust, on behalf of Tierra XP Latin America Real Estate ETF  (“LARE”) (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 meetings, the Board requests and reviews a wide variety of information from the Adviser.
 
In reaching this decision, the Board, including the Independent Trustees, considered all factors it believed relevant, including: (i) the nature, extent and quality of the services provided to the Fund’s shareholders by the Adviser; (ii) the investment performance of the Fund; (iii) the Adviser’s cost and profits they realize in providing their services, 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 fee 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 June 14, 2017, and throughout the year.  Among other things, the Adviser provided overviews of its advisory business, including its personnel. The information provided discussed the services provided by the Adviser. 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 Schiff Hardin LLP.  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 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.  The matters discussed were also considered separately by the Independent Trustees in executive session with Schiff Hardin LLP, at which no representatives of management were present.
 
Nature, Extent and Quality of Services Provided by the Adviser
The Trustees considered the scope of services provided under the Advisory Agreement, noting that the Adviser will be providing investment management services to the Fund. The Board discussed the responsibilities of the Adviser, including: responsibility for the general management of the day-to-day investment and reinvestment of the assets of the Fund; determining the daily baskets of deposit securities and cash components; executing portfolio security trades for purchases and redemptions of Fund shares conducted on a cash-in-lieu basis; responsibility for daily monitoring of tracking error and quarterly reporting to the Board; and implementation of Board directives as they relate to the Fund. In considering the nature, extent and quality of the services provided by the Adviser, the Board considered the quality of the Adviser’s compliance program.  The Board also considered the Adviser’s experience managing ETFs.  The Board considered the experience of the portfolio managers of the Fund.
25

TierraXPTM Latin America Real Estate ETF
 
APPROVAL OF ADVISORY AGREEMENT AND BOARD CONSIDERATIONS 
For the Year Ended September 30, 2017 (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 to be provided to the Fund by the Adviser.
 
Historical Performance
The Board then considered the past performance of the Fund. The Board reviewed information regarding the performance history of the Fund over various time periods, including the year-to-date period, the most recent one-year period and the periods since the Fund’s inception, each as of May 31, 2017.  The Board noted that the index-based investment objective of LARE made analysis of investment performance, in absolute terms, less of a priority than that which normally attaches to the performance of actively managed funds. Instead, the Board focused on the extent to which LARE tracked its underlying index.  The Board noted that the Adviser began managing the Fund on April 1, 2017.  The Board reviewed information regarding the Fund’s index tracking during the time it was managed by the Adviser, discussing, as applicable, factors which contributed to the Fund’s tracking error over certain periods of time.  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 at its quarterly meetings.  The Board concluded that, given the capabilities and experience of the Adviser’s personnel in managing ETFs, the Adviser would be able to continue to keep the Fund’s tracking error within acceptable ranges.
 
Cost of Services Provided and Economies of Scale
 
The Board reviewed the advisory fee for the Fund and compared it to the total operating expenses of other funds in the industry falling within the same style category.  The Board took into consideration management’s discussion of the fees, including that the Fund has a niche investment strategy and limited peer ETFs.
 
The Board also noted the importance of the fact that the advisory fee for the Fund was a “unified fee,” meaning that the shareholders of the Fund pay no expenses other than the advisory fee and certain other costs such as interest, brokerage and extraordinary expenses and, to the extent it is implemented, fees pursuant to a Distribution and/or Shareholder Servicing (12b-1) Plan.  The Board noted that the Adviser was responsible for compensating the Trust’s other service providers and paying the Fund’s other expenses out of its own fee and resources.  The Board also evaluated the compensation and benefits received by the Adviser from its relationship with the Fund, taking into account an analysis of the Adviser’s profitability provided at the meeting.  The Board concluded that the advisory fee for the Fund was fair and reasonable in light of the factors considered.
 
In addition, the Board considered whether economies of scale had been realized for the Fund.  The Board noted that the Adviser regularly considers whether fee reductions are appropriate as the Funds grow in size.  The Board concluded that the Fund had not reached a size where it had realized economies of scale that would warrant a fee reduction.  The Board noted that a unitary fee provides a level of certainty in expenses for the Fund. The Trustees concluded that the flat advisory fee was reasonable and appropriate.
26

TierraXPTM Latin America Real Estate ETF
 
APPROVAL OF ADVISORY AGREEMENT AND BOARD CONSIDERATIONS 
For the Year Ended September 30, 2017 (Unaudited) (Continued)

Based on the Board’s deliberations and its evaluation of the information described above, the Board, including the Independent Trustees, unanimously: (a) concluded that the terms of the Advisory Agreement are fair and reasonable; (b) concluded that the Adviser’s fees are reasonable in light of the services that the Adviser provides to the Fund; and (c) agreed to renew the Advisory Agreement for another year.
27

TierraXPTM Latin America Real Estate ETF
 
SUPPLEMENTARY INFORMATION
September 30, 2017 (Unaudited)

FEDERAL TAX INFORMATION
(Unaudited)
 
Qualified Dividend Income/Dividends Received Deduction
 
For the fiscal year ended September 30, 2017, certain dividends paid by the Fund may be subject to a maximum tax rate of 15%, as provided for by the Jobs and Growth Tax Reconciliation Act of 2003.  The percentage of dividends declared from ordinary income designated as qualified dividend income was as follows:
 
Fund Name
QDI
TierraXPTM Latin America Real Estate ETF
13.16%
 
For corporate shareholders, the percent of ordinary income distributions qualifying for the corporate dividends received deduction for the fiscal year ended September 30, 2017 was as follows:
 
Fund Name
DRD
TierraXPTM Latin America Real Estate 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
TierraXPTM Latin America Real Estate ETF
20.80%
 
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, 2017. 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
9/30/17
TierraXPTM Latin America Real Estate ETF
 
109,649
 
15,762
 
0.54824590
 
0.07881245
 
200,000
28

TierraXPTM Latin America Real Estate ETF
 
SUPPLEMENTARY INFORMATION
September 30, 2017 (Unaudited)

INFORMATION ABOUT PORTFOLIO HOLDINGS 
(Unaudited)
 
The Fund files a Form N-Q with the Securities and Exchange Commission (the ‘‘SEC’’) no more than sixty days after the Fund’s first and third fiscal quarters. For the Fund, this would be for the fiscal quarters ending June 30 and December 31. Form N-Q includes a complete schedule of the Funds’ portfolio holdings as of the end of those fiscal quarters. The Fund’s N-Q filings can be found free of charge on the SEC’s website at http://www.sec.gov, or they may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. (call 800-SEC-0330 for information on the operation of the Public Reference Room). The Fund’s portfolio holdings are posted on the Fund’s website at www.tierrafunds.com daily.
 
INFORMATION ABOUT PROXY VOTING
(Unaudited)
 
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.tierrafunds.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.tierrafunds.com. Read the prospectus carefully before investing.
29

TierraXPTM Latin America Real Estate ETF
 
EXPENSE EXAMPLE
For the period Ended September 30, 2017 (Unaudited)

As a shareholder of TierraXPTM Latin America Real Estate 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 (April 1, 2017 to September 30, 2017).
 
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.
 
TierraXPTM Latin America Real Estate ETF
 
   
Beginning
Account Value
April 1, 2017
   
Ending
Account Value
September 30,
2017
   
Expenses Paid
During the
Period^
 
Actual
 
$1,000.00
   
$1,104.70
   
$4.17
 
                   
Hypothetical (5% annual)
 
$1,000.00
   
$1,021.11
   
$4.00
 
 
^ The dollar amounts shown as expenses paid during the period are equal to the annualized six-month expense ratio multiplied by the average account value during the period, multiplied by 183/365 (to reflect the period from April 1, 2017 to September 30, 2017).
30

TierraXPTM Latin America Real Estate 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, Summit, New Jersey 07901.
 
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 and Chief Compliance Officer, Factor Advisors, LLC (since 2012); President and Chief Executive Officer, Factor Capital Management LLC (since 2012); President and Chief Executive Officer, GENCAP Ventures, LLC (holding company) (2012–2013); Chief Executive Officer, MacroMarkets LLC (exchange traded funds) (2005–2011); President, Chief Executive and Chief Compliance Officer, Macro Financial (financial services) (2005–2011).
   
9
   
None
Reshma J. Amin (1978)
   
Chief Compliance Officer (since 2016)
   
Chief Compliance Officer, Exchange Traded Managers Group, LLC (since 2016); Partner, Crow & Cushing (2007–2016).
   
n/a
   
n/a
John A. Flanagan (1946)
   
Treasurer (since 2015)
   
President, John A. Flanagan CPA, LLC (accounting services) (since 2010); Chief Financial Officer, Exchange Traded Managers Group, LLC (since 2015); Principal Financial Officer, ETF Managers Capital, LLC (commodity pool operator) (since 2014); Chief Financial Officer, Macromarkets LLC (exchange traded funds) (2007–2010)
   
n/a
   
n/a
* Mr. Masucci is an interested Trustee by virtue of his role as the Chief Executive Officer of the Adviser.
31

TierraXPTM Latin America Real Estate ETF
 
Board of Trustees

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 
John W. Southard
(1969)
   
Trustee (since 2012)
   
Director and Co-Founder, T2 Capital Management, 2010 to present; Co-Founder and Head of Research and Trading, PowerShares Capital Management, 2002 to 2009.
   
9
   
None
Terry Loebs
(1963)
   
Trustee (since 2014)
   
Founder and Managing Member, Pulsenomics LLC (index product development and consulting firm) (since 2011); Managing Director, MacroMarkets, LLC (exchange-traded products firm) (2006–2011).
   
9
   
None
32

TierraXPTM Latin America Real Estate ETF
 
ETF MANAGERS TRUST
 
Privacy Policy and Procedures
 
ETF Managers Trust, (the “Trust”) has adopted the following privacy policies in order to safeguard the personal information of the Trust’s customers and consumers in accordance with Regulation S-P as promulgated by the U.S. Securities and Exchange Commission.
 
Trust officers are responsible for ensuring that the following policies and procedures are implemented:
 
1)
The Trust is committed to protecting the confidentiality and security of the information they collect and will handle personal customer and consumer information only in accordance with Regulation S-P and any other applicable laws, rules and regulations1. The Trust will ensure: (a) the security and confidentiality of customer records and information; (b) that customer records and information are protected from any anticipated threats and hazards; and (c) that customer records and information are protected from unauthorized access or use.
 
2)
The Trust conducts its business affairs through its trustees, officers and third parties that provide services pursuant to agreements with the Trust. The Trust has no employees. It is anticipated that the trustees and officers of the Trust who are not employees of service providers of the Trust will not have access to customer records and information in the performance of their normal responsibilities for the Trust.
 
3)
The Trust may share customer information with its affiliates, subject to the customers’ right to prohibit such sharing.
 
4)
The Trust may share customer information with unaffiliated third parties only in accordance with the requirements of Regulation S-P. Pursuant to this policy, the Trust will not share customer information with unaffiliated third parties other than as permitted by law, unless authorized to do so by the customer.
 
Consistent with these policies, the Trust has adopted the following procedures:
 
1)
The Trust will determine that the policies and procedures of its affiliates and Service Providers are reasonably designed to safeguard customer information and only permit appropriate and authorized access to and use of customer information through the application of appropriate administrative, technical and physical protections.
 
2)
The Trust will direct each of its Service Providers to adhere to the privacy policy of the Trust and to its privacy policies with respect to all customer information of the Trust and to take all actions reasonably necessary so that the Trust is in compliance with the provisions of Regulation S-P, including, as applicable, the development and delivery of privacy notices and the maintenance of appropriate and adequate records.
 
3)
The Trust requires its Service Providers to provide periodic reports to the Trust’s Board of Trustees outlining their privacy policies and the implementation of such policies. Each Service Provider is required to promptly report to the Trust’s Board any material changes to its privacy policy before, or promptly after, the adoption of such changes.
 

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

33

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
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


 
(ITEQ LOGO)

Annual Report
September 30, 2017
 
BlueStar TA-BIGITechTM Israel Technology ETF
Ticker: ITEQ
 

 
(ETF MNAGERS GROUP LOGO)
 
The Fund is a series of ETF Managers Trust.


BlueStar TA-BIGITechTM Israel Technology ETF
 
TABLE OF CONTENTS
September 30, 2017

 
 
Page
2
   
3
   
4
   
5
   
6
   
7
   
11
   
12
   
13
   
14
   
15
   
23
   
24
   
25
   
27
   
28
   
28
   
29
   
30
   
32


BlueStar TA-BIGITechTM 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 TA-BIGITech® Israel Technology ETF (“ITEQ®” or the “Fund”). ITEQ® is the only US-listed ETF providing broad exposure to Israeli Technology stocks listed worldwide.  The following information pertains to the fiscal year ended September 30, 2017.
 
The Fund saw positive performance during the fiscal year ended September 30, 2017. The Fund NAV return was 23.16%, in line with its benchmark, the TASE-BlueStar Israel Global Technology Index (“Index”), which posted an increase of 24.18% over the same period. The difference was primarily attributable to Fund expenses that are not a part of the Index.
 
For the year ended September 30, 2017, the best performing securities in the Fund were Nova Measuring Instruments (up 127.39%), NeuroDerm (up 111.07%), and Tower Semiconductor (up 106.39%). The worst performing securities in the Fund were Aevi Genomic Medicine Inc. (down -77.09%), Protalix BioTherapeutics (down -61.84%), and Alcobra (down -55.77%).
 
We believe Israeli companies play an essential role in the global high technology value chain. Most technology users, from online shoppers to Fortune 500 companies, use Israeli technology applications and solutions every day, often without ever being aware of it. From cybersecurity and defense to clean energy and agriculture, Israeli innovations power some of the biggest names and innovations in the tech industry today.
 
Even in industries where Israeli companies do not have dominant individual market share, the collective footprint of Israeli companies is significant in many key technology subsectors, and Israel-based Research & Development and non-public companies are usually significant contributors to that same sub-industry’s ecosystem.
 
There is much innovation and achievements ahead for Israeli Technology companies and we are thankful you have joined us. You can find further details about ITEQ by visiting www.iteqetf.com, or by calling 1-844-ETF-MGRS. (1-844-383-6477).
 
Sincerely,
 
 
Samuel Masucci III
Chairman of the Board
 
Samuel Masucci III is a registered representative of ETFMG Financial, LLC.

2

BlueStar TA‐BIGITechTM Israel Technology ETF
Growth of $10,000 (Unaudited)
 
(LINE GRAPH)
 
Average Annual Returns Period Ended September 30, 2017
 
1 Year
Return 
 
Since
Inception
(11/2/2015)
 
BlueStar TA-BIGITechTM Israel Technology ETF (NAV)
   
23.16
%
   
12.85
%
BlueStar TA-BIGITechTM Israel Technology ETF (Market)
   
23.37
%
   
13.12
%
S&P 500 Index
   
18.61
%
   
12.27
%
TASE-BlueStar Israel Global Technology IndexTM
   
24.18
%
   
13.70
%
                 
Total Fund Operating Expenses1
           
0.75
%
1. The expense ratio is taken from the Fund’s most recent prospectus dated January 31, 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 sold, 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 reduction of taxes that a shareholder would pay on Fund distributions from the sale of Fund shares.  The chart assumes reinvestment of capital gains and dividends.
 
The unmanaged indices do not reflect fees and are not available for direct investment.

3

BlueStar TA-BIGITechTM Israel Technology ETF

Top Ten Holdings*
   
Security
 
% of Total
Investments†
1
 
Check Point Software Technologies, Ltd.
 
8.85%
2
 
Amdocs Ltd.
 
8.66%
3
 
NICE-Systems Ltd.
 
5.44%
4
 
Elbit Systems Ltd.
 
3.99%
5
 
Tower Semiconductor Ltd.
 
3.47%
6
 
Wix.com Ltd.
 
3.23%
7
 
Verint Systems, Inc.
 
3.18%
8
 
Ormat Technologies, Inc.
 
2.93%
9
 
OPKO Health, Inc.
 
2.70%
10
 
Mellanox Technologies Ltd.
 
2.37%
         
   
Top Ten Holdings = 44.82% of Total Investments†
   
   
* Current Fund holdings may not be indicative of future Fund holdings.
   
   
† Percentage of total investments less cash.
   

4

BlueStar TA-BIGITechTM Israel Technology ETF

Important Disclosures and Key Risk Factors
 
Investing involves risk, including the possible loss of principal. Shares of any ETF are bought and sold at market price (not NAV), may trade at a discount or premium to NAV and are not individually redeemed from the Fund. Brokerage commissions will reduce returns. Narrowly focused investments typically exhibit higher volatility.
 
The BlueStar TA-BIGITechTM Israel Technology ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of the TASE-BlueStar Israel Global Technology IndexTM (“TA-BIGITechTM” or the “Index”).
 
Investment in securities of Israeli companies involves risks that may negatively affect the value of your investment in the Fund. Among other things, Israel’s economy depends on imports of certain key items, such as crude oil, coal, grains, raw materials and military equipment. Foreign investing involves special risks such as currency fluctuations and political uncertainty. Funds that invest in smaller companies may experience greater volatility. Funds that emphasize investments in technology generally will experience greater price volatility. The Fund’s return may not match or achieve a high degree of correlation with the return of the TA-BIGITech™ Index. To the extent the Fund utilizes a sampling approach, it may experience tracking error to a greater extent than if the Fund had sought to replicate the Index. Diversification does not guarantee a profit, nor does it protect against a loss in a declining market.
 
The TASE- BlueStar Israel Technology Index™ (TA-BIGITech™) is an index of more than 60 Israeli technology companies listed on global stock exchanges in Tel Aviv, New York, London and elsewhere.
 
S&P 500: The S&P 500 Index is the Standard & Poor’s composite index of 500 stocks, a widely recognized, unmanaged index of common stock prices.

5

BlueStar TA-BIGITechTM Israel Technology ETF

PORTFOLIO ALLOCATIONS
As of September 30, 2017 (Unaudited)

   
BlueStar TA-
BIGITechTM Israel
Technology ETF
 
As a percent of Net Assets:
     
Australia
   
0.6
%
Guernsey
   
11.0
 
Israel
   
59.2
 
Jersey
   
2.9
 
Netherlands Antilles
   
0.7
 
United Kingdom
   
3.7
 
United States
   
21.1
 
Short-Term and other Net Assets (Liabilities)
   
0.8
 
      100.0

6

BlueStar TA-BIGITechTM Israel Technology ETF
 
Schedule of Investments
September 30, 2017

   
Shares
   
Fair Value
 
COMMON STOCKS - 99.2%
           
Australia - 0.6%
           
Commercial Services & Supplies - 0.3%
           
Fluence Corp Ltd. (a)
   
135,619
   
$
71,274
 
Diversified Telecommunication Services - 0.3%
               
Sky And Space Global Ltd. (a)
   
509,776
     
71,976
 
Total Australia
           
143,250
 
Guernsey - 11.0%
               
IT Services - 11.0%
               
Amdocs Ltd. ^
   
38,297
     
2,463,263
 
SafeCharge International Group Ltd.
   
32,070
     
122,905
 
Total IT Services
           
2,586,168
 
Israel - 59.2%
               
Aerospace & Defense - 4.8%
               
Elbit Systems Ltd.
   
7,712
     
1,132,976
 
Auto Components - 0.2%
               
Foresight Autonomous Holdings Ltd. (a)
   
45,233
     
51,557
 
Biotechnology - 2.1%
               
BioLine RX Ltd. - ADR (a)
   
95,636
     
107,112
 
Enzymotec Ltd. (a)
   
12,255
     
140,320
 
Evogene Ltd. (a)
   
17,693
     
77,884
 
Kamada Ltd. (a)
   
15,987
     
76,977
 
Vascular Biogenics Ltd. (a)
   
15,635
     
95,374
 
Total Biotechnology
           
497,667
 
Communications Equipment - 4.3%
               
AudioCodes Ltd. (a)
   
15,433
     
110,192
 
Ceragon Networks Ltd. (a)
   
40,810
     
79,419
 
Ituran Location & Control Ltd.
   
7,780
     
280,470
 
RADCOM Ltd. (a) ^
   
5,566
     
117,164
 
Radware Ltd. (a)
   
14,322
     
241,469
 
Silicom Ltd.
   
2,893
     
169,269
 
Total Communications Equipment
           
997,983
 
   Electronic Equipment, Instruments & Components - 3.4%
               
Arad Ltd.
   
7,677
     
78,686
 
Magal Security Systems Ltd. (a)
   
15,278
     
73,334
 
Orbotech Ltd. (a)
   
15,516
     
654,930
 
Total Electronic Equipment, Instruments & Components
           
806,950
 
Health Care Equipment & Supplies - 1.7%
               
Mazor Robotics Ltd. (a)
   
16,520
     
393,979
 
Household Durables - 0.5%
               
Maytronics Ltd.
   
26,307
     
123,097
 
   Independent Power and Renewable Electricity Producers - 0.8%
               
   Energix-Renewable Energies Ltd. (a)
   
97,264
     
86,125
 
   Enlight Renewable Energy Ltd. (a)
   
226,348
     
98,933
 
Total Independent Power and Renewable Electricity
               
Producers
           
185,058
 
 
The accompanying notes are an integral part of these financial statements.
7

BlueStar TA-BIGITechTM Israel Technology ETF
 
Schedule of Investments
September 30, 2017 (Continued)

   
Shares
   
Fair Value
 
Internet Software & Services - 3.9%
           
Wix.com Ltd. (a)
   
12,794
   
$
919,250
 
IT Services - 2.0%
               
Formula Systems (1985) Ltd.
   
3,665
     
147,230
 
Malam - Team Ltd.
   
737
     
74,601
 
Matrix IT Ltd.
   
15,331
     
161,169
 
One Software Technologies Ltd.
   
2,263
     
88,797
 
Total IT Services
           
471,797
 
Life Sciences Tools & Services - 0.5%
               
Compugen Ltd. (a)
   
28,865
     
108,117
 
Machinery - 1.2%
               
Kornit Digital Ltd. (a) ^
   
11,651
     
178,260
 
Sarine Technologies Ltd.
   
119,177
     
102,796
 
Total Machinery
           
281,056
 
Pharmaceuticals - 2.3%
               
Foamix Pharmaceuticals Ltd. (a) ^
   
22,340
     
123,987
 
Neuroderm Ltd. (a) ^
   
7,483
     
291,088
 
RedHill Biopharma Ltd. - ADR (a) ^
   
10,870
     
117,505
 
Total Pharmaceuticals
           
532,580
 
   Semiconductors & Semiconductor Equipment - 8.4%
               
Camtek Ltd. (a)
   
13,782
     
70,564
 
Mellanox Technologies Ltd. (a) ^
   
14,267
     
672,689
 
Nova Measuring Instruments Ltd. (a)
   
9,796
     
261,722
 
Tower Semiconductor Ltd. (a)
   
32,137
     
987,348
 
Total Semiconductors & Semiconductor Equipment
           
1,992,323
 
Software - 21.5%
               
Allot Communications Ltd. (a)
   
20,869
     
111,760
 
Attunity Ltd. (a)
   
12,585
     
85,075
 
Check Point Software Technologies Ltd. (a) ^
   
22,076
     
2,517,106
 
CyberArk Software Ltd. (a) ^
   
11,821
     
484,661
 
Hilan Ltd.
   
7,626
     
148,235
 
Magic Software Enterprises Ltd.
   
14,469
     
125,378
 
NICE-Systems Ltd.
   
19,397
     
1,546,360
 
Total Software
           
5,018,575
 
Technology Hardware, Storage & Peripherals - 1.6%
               
Stratasys Ltd. (a) ^
   
16,606
     
383,931
 
Total Israel
           
13,896,896
 
Jersey - 2.9%
               
Health Care Equipment & Supplies - 2.1%
               
Novocure Ltd. (a) ^
   
25,360
     
503,396
 
Internet Software & Services - 0.8%
               
XLMedia PLC
   
99,981
     
190,913
 
Total Jersey
           
694,309
 
 
The accompanying notes are an integral part of these financial statements.
8

BlueStar TA-BIGITechTM Israel Technology ETF
 
Schedule of Investments
September 30, 2017 (Continued)

   
Shares
   
Fair Value
 
Netherlands Antilles - 0.7%
           
Software - 0.7%
           
Sapiens International Corporation NV (a)
   
12,108
   
$
157,704
 
United Kingdom - 3.7%
               
Communications Equipment - 0.4%
               
Telit Communications PLC
   
43,816
     
102,748
 
Diversified Financial Services - 1.6%
               
Plus500 Ltd.
   
31,991
     
384,525
 
Hotels, Restaurants & Leisure - 1.1%
               
888 Holdings PLC
   
73,392
     
252,550
 
Media - 0.6%
               
Taptica international Ltd.
   
25,792
     
139,973
 
Total United Kingdom
           
879,796
 
United States - 21.1%
               
Aerospace & Defense - 0.4%
               
Arotech Corp. (a)
   
22,810
     
95,802
 
Biotechnology - 4.5%
               
Aevi Genomic Medicine, Inc. (a)
   
58,967
     
74,298
 
BrainStorm Cell Therapeutics, Inc. (a) ^
   
19,285
     
79,454
 
OPKO Health, Inc. (a)
   
111,521
     
768,860
 
Pluristem Therapeutics, Inc. (a)
   
65,302
     
101,626
 
Protalix BioTherapeutics, Inc. (a)
   
95,653
     
56,664
 
Total Biotechnology
           
1,080,902
 
Communications Equipment - 0.5%
               
Gilat Satellite Networks Ltd. (a)
   
21,259
     
124,674
 
Electric Utilities - 3.5%
               
Ormat Technologies, Inc.
   
13,637
     
831,769
 
Internet Software & Services - 1.2%
               
LivePerson, Inc. (a)
   
20,394
     
271,858
 
Pharmaceuticals - 0.4%
               
Oramed Pharmaceuticals, Inc. (a)
   
9,442
     
93,287
 
Semiconductors & Semiconductor
               
Equipment - 3.5%
               
CEVA, Inc. (a)
   
7,509
     
321,385
 
DSP Group, Inc. (a)
   
10,771
     
140,023
 
SolarEdge Technologies, Inc. (a)
   
12,082
     
344,941
 
Total Semiconductors & Semiconductor Equipment
           
806,349
 
Software - 7.1%
               
Imperva, Inc. (a)
   
10,939
     
474,753
 
Varonis Systems, Inc. (a)
   
7,501
     
314,292
 
Verint Systems, Inc. (a)
   
21,584
     
903,290
 
Total Software
           
1,692,335
 
Total United States
           
4,996,976
 
TOTAL COMMON STOCKS (Cost $20,716,335)
           
23,355,099
 
 
The accompanying notes are an integral part of these financial statements.
9

BlueStar TA-BIGITechTM Israel Technology ETF
 
Schedule of Investments
September 30, 2017 (Continued)

   
Shares
   
Fair Value
 
SHORT-TERM INVESTMENTS - 0.1%
           
Money Market Funds - 0.1%
           
Invesco Advisers, Inc. STIT - Treasury Portfolio - Institutional Class, 0.89% (b)
   
14,521
   
$
14,521
 
TOTAL SHORT-TERM INVESTMENTS (Cost $14,521)
           
14,521
 
                 
INVESTMENTS PURCHASED WITH SECURITIES LENDING COLLATERAL - 21.5%
               
Investment Companies - 21.5%
               
Mount Vernon Liquid Assets Portfolio, LLC, 1.33% (b) +
           
5,058,966
 
TOTAL INVESTMENTS PURCHASED WITH SECURITIES LENDING COLLATERAL (Cost $5,058,966)
           
5,058,966
 
                 
Total Investments (Cost $25,789,822) - 120.8%
           
28,428,586
 
Liabilities in Excess of Other Assets - (20.8)%
           
(4,890,335
)
TOTAL NET ASSETS - 100.0%
         
$
23,538,251
 
 
Percentages are stated as a percent of net assets.
 
ADR
American Depositary Receipt.
(a)
Non-income producing security.
(b)
The rate quoted is the annualized seven-day yield at September 30, 2017.
 
^
All or a portion of this security is out on loan as of September 30, 2017. Total value of securities out on loan is $4,955,081.
+
Investments purchased with cash proceeds from securities lending. Total cash collateral has a value of $5,058,966 as of September 30, 2017.
 
The Global Industry Classification Standard (GICS®) was developed by and/or is the exclusive property of MSCI, Inc. and Standard & Poor’s Financial Services LLC (“S&P”).  GICS® is a service mark of MSCI, Inc. and S&P and has been licensed for use by the Fund’s Administrator, U.S. Bancorp Fund Services, LLC.
 
The accompanying notes are an integral part of these financial statements.
10

BlueStar TA-BIGITechTM Israel Technology ETF
 
STATEMENT OF ASSETS AND LIABILITIES
As of September 30, 2017

   
BlueStar TA-
BIGITechTM
Israel
Technology
ETF
 
ASSETS
     
Investments in securities, at fair value*
 
$
28,428,586
 
Receivables:
       
Receivable for investments sold
   
155,650
 
Foreign currency
   
114
 
Dividends and interest receivable
   
24,983
 
Securities lending income receivable
   
2,052
 
Total Assets
   
28,611,385
 
         
LIABILITIES
       
Collateral received for securities loaned (Note 7)
   
5,058,966
 
Payables:
       
Management fees payable
   
14,168
 
Total Liabilities
   
5,073,134
 
Net Assets
 
$
23,538,251
 
         
NET ASSETS CONSIST OF:
       
Paid-in Capital
 
$
21,181,522
 
Undistributed (accumulated) net investment income (loss)
   
(1,355
)
Accumulated net realized gain (loss) on investments
   
(280,685
)
Net unrealized appreciation on:
       
Investments in securities
   
2,638,764
 
Foreign currency and translation of other assets and liabilities in foreign currency
   
5
 
Net Assets
 
$
23,538,251
 
         
*Identified Cost:
       
Investments in securities
 
$
25,789,822
 
Foreign currency
   
109
 
         
Shares Outstanding^
   
750,000
 
Net Asset Value, Offering and Redemption Price per Share
 
$
31.38
 
 
^ No par value, unlimited number of shares authorized
 
The accompanying notes are an integral part of these financial statements.
11

BlueStar TA-BIGITechTM Israel Technology ETF
 
STATEMENT OF OPERATIONS
Year ended September 30, 2017

   
BlueStar TA-
BIGITechTM
Israel
Technology
ETF
 
INVESTMENT INCOME
     
Income:
     
Dividends from unaffiliated securities (net of foreign withholdings tax of $12,446)
 
$
84,274
 
Interest
   
91
 
Securities lending income
   
15,194
 
Total Investment Income
   
99,559
 
Expenses:
       
Management fees
   
90,969
 
Net Investment Income
   
8,590
 
REALIZED & UNREALIZED GAIN (LOSS) ON INVESTMENTS
       
Net Realized Gain (Loss) on:
       
Unaffiliated investments
   
(267,981
)
In-Kind redemptions
   
488,230
 
Foreign currency
   
935
 
Net Realized Gain on Investments and Foreign Currency
   
221,184
 
Net Change in Unrealized Appreciation of:
       
Unaffiliated investments
   
2,411,210
 
Foreign currency and foreign currency translation
   
8
 
Net Change in Unrealized Appreciation of Investments and Foreign Currency
   
2,411,218
 
Net Realized and Unrealized Gain on Investments
   
2,632,402
 
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS
 
$
2,640,992
 
 
The accompanying notes are an integral part of these financial statements.
12

BlueStar TA-BIGITechTM Israel Technology ETF
 
STATEMENTS OF CHANGES IN NET ASSETS

   
Year Ended
September 30,
2017
   
Period Ended
September 30,
2016*
 
OPERATIONS
           
Net investment income
 
$
8,590
   
$
7,025
 
Net realized gain (loss) on investments
   
221,184
     
(20,932
)
Net change in unrealized appreciation of investments
   
2,411,218
     
227,551
 
Net increase in net assets resulting from operations
   
2,640,992
     
213,644
 
DISTRIBUTIONS TO SHAREHOLDERS
               
From net investment income
   
(18,370
)
   
 
CAPITAL SHARE TRANSACTIONS
               
Net increase in net assets derived
               
from net change in outstanding shares (a)
   
15,800,080
     
4,901,905
 
Net increase in net assets
 
$
18,422,702
   
$
5,115,549
 
NET ASSETS
               
Beginning of Period
   
5,115,549
     
 
End of Period
 
$
23,538,251
   
$
5,115,549
 
Undistributed net investment income (loss)
 
$
(1,355
)
 
$
7,135
 
 
(a) Summary of share transactions is as follows:
 
     
Year Ended
September 30, 2017
   
Period Ended
September 30, 2016*
 
     
Shares
   
Amount
   
Shares
   
Amount
 
 
 Shares Sold
   
650,000
   
$
18,752,200
     
200,000
   
$
4,901,905
 
 
 Reinvested Dividends
   
     
     
     
 
 
 Shares Redeemed
   
(100,000
)
   
(2,952,120
)
   
     
 
 
 Net Transactions in Fund Shares
   
550,000
   
$
15,800,080
     
200,000
   
$
4,901,905
 
 
 Beginning Shares
   
200,000
             
         
 
 Ending Shares
   
750,000
             
200,000
         
 
* Fund commenced operations on November 2, 2015. The information presented is for the period from November 2, 2015 to September 30, 2016.
 
The accompanying notes are an integral part of these financial statements.
13

BlueStar TA-BIGITechTM Israel Technology ETF
 
FINANCIAL HIGHLIGHTS
For a capital share outstanding throughout the year

   
Year Ended
September 30, 2017
   
Period Ended
September 30, 2016 1
 
Net Asset Value, Beginning of Year
 
$
25.58
   
$
25.00
 
Income from Investment Operations:
               
Net investment income 2
   
0.02
     
0.05
 
Net realized and unrealized gain on investments
   
5.87
     
0.53
 
Total from investment operations
   
5.89
     
0.58
 
Less Distributions:
               
Distributions from net investment income
   
(0.09
)
   
 
Total distributions
   
(0.09
)
   
 
Net asset value, end of year
 
$
31.38
   
$
25.58
 
Total Return
   
23.16
%
   
2.31
%3
                 
Ratios/Supplemental Data:
               
Net assets at end of year (000’s)
 
$
23,538
   
$
5,116
 
Expenses to Average Net Assets
   
0.75
%
   
0.75
%4
Net Investment Income to Average Net Assets
   
0.07
%
   
0.23
%4
Portfolio Turnover Rate
   
19
%
   
14
%3

1
Commencement of operations on November 2, 2015.
2
Calculated based on average shares outstanding during the year.
3
Not annualized.
4
Annualized.
 
The accompanying notes are an integral part of these financial statements.
14

BlueStar TA-BIGITechTM Israel Technology ETF

NOTES TO FINANCIAL STATEMENTS
September 30, 2017
NOTE 1 – ORGANIZATION
 
BlueStar TA-BIGITechTM 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 price and yield performance of the TASE-BlueStar Israel Technology Index™. The Fund commenced operations on November 2, 2015.

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

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

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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 TA-BIGITechTM Israel Technology ETF

NOTES TO FINANCIAL STATEMENTS
September 30, 2017 (Continued)
Securities for which quotations are not readily available are valued at their respective fair values as determined in good faith by the Board of Trustees (the “Board”). When a security is “fair valued,” consideration is given to the facts and circumstances relevant to the particular situation, including a review of various factors set forth in the pricing procedures adopted by the Fund’s Board. The use of fair value pricing by the Fund may cause the net asset value of its shares to differ significantly from the net asset value that would be calculated without regard to such considerations. As of September 30, 2017, the Fund did not hold any fair valued securities.

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

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

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

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

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

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

The following table presents a summary of the Funds’ assets investments in securities, at fair value, as of September 30, 2017:

BlueStar TA-BIGITechTM Israel Technology ETF

Assets^
 
Level 1
   
Level 2
   
Level 3
   
Total
 
Common Stocks
 
$
23,355,099
   
$
   
$
   
$
23,355,099
 
Short-Term Investments
   
14,521
     
     
     
14,521
 
Investments Purchased with Securities Lending Collateral*
   
     
     
     
5,058,966
 
Total Investments in Securities
 
$
23,369,620
   
$
   
$
   
$
28,428,586
 
16

BlueStar TA-BIGITechTM Israel Technology ETF

NOTES TO FINANCIAL STATEMENTS
September 30, 2017 (Continued)
^ See Schedule of Investments for classifications by country and industry.

* Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy. The fair value amounts presented in the table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Schedule of Investments.

There were no transfers between Levels 1, 2 and 3 during the year ended September 30, 2017. Transfers between levels are recognized at the end of the reporting period.

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

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

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

The Fund recognizes the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities. The Fund has analyzed its tax position and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions expected to be taken in the Fund’s 2017 tax returns. The Fund identifies its major tax jurisdictions as U.S. Federal, the State of New Jersey, and the State of Delaware; however the Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months.

As of September 30, 2017, management has reviewed the tax positions for open periods (for federal purposes, three years from the date of filing and for state purposes, four years from the date of filing) as applicable to the Fund, and has determined that no provision for income tax is required in the Fund’s financial statements.

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

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.
17

BlueStar TA-BIGITechTM Israel Technology ETF

NOTES TO FINANCIAL STATEMENTS
September 30, 2017 (Continued)
E.
Distributions to Shareholders. Distributions to shareholders from net investment income, if any are generally declared and paid by the Fund on a quarterly basis. Net realized gains on securities of the Fund normally are declared and paid on an annual basis. Distributions are recorded on the ex-dividend date.

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

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

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

NOTE 3 – RISK FACTORS

Investing in the BlueStar TA-BIGITech 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.

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.
18

BlueStar TA-BIGITechTM Israel Technology ETF

NOTES TO FINANCIAL STATEMENTS
September 30, 2017 (Continued)
NOTE 4 – COMMITMENTS AND OTHER RELATED PARTY TRANSACTIONS.

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

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

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

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

NOTE 5 – DISTRIBUTION PLAN

The Fund has adopted a Plan of Distribution pursuant to Rule 12b-1 under the 1940 Act. Under the Plan, the Fund may pay compensation to the Distributor or any other distributor or financial institution with which the Trust has an agreement with respect to the Fund, with the amount of such compensation not to exceed an annual rate of 0.25% of each Fund’s average daily net assets. For the year ended September 30, 2017, the Fund did not incur any 12b-1 expenses.
19

BlueStar TA-BIGITechTM Israel Technology ETF

NOTES TO FINANCIAL STATEMENTS
September 30, 2017 (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 year ended September 30, 2017 are as follows:

 
Purchases
 
Sales
BlueStar TA-BIGITechTM Israel Technology ETF
$ 2,415,201
 
$ 2,799,713

The costs of purchases and sales of in-kind transactions associated with creations and redemptions for the year ended September 30, 2017 are as follows:

 
Purchases
In-Kind
 
Sales
In-Kind
BlueStar TA-BIGITechTM Israel Technology ETF
$ 18,709,319
 
$ 2,707,801

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.

During the year ended September 30, 2017, the Fund did not incur any broker commissions to an affiliated broker, Penserra Capital Management, LLC (the “sub-advisor”).

There were no purchases or sales of U.S. Government obligations for the year ended September 30, 2017.

NOTE 7 – SECURITIES LENDING

The Fund may lend up to 331/3% of the value of the securities in its portfolio to brokers, dealers and financial institutions (but not individuals) under terms of participation in a securities lending program administered by U.S. Bank N.A. (“the Custodian”). The securities lending agreement requires that loans are collateralized at all times in an amount equal to at least 102% of the value of any loaned securities at the time of the loan, plus accrued interest. The Fund receives compensation in the form of fees and earns interest on the cash collateral. The amount of fees depends on a number of factors including the type earns of security and length of the loan. The Fund continues to receive interest payments or dividends on the securities loaned during the borrowing period. Gain or loss in the fair value of securities loaned that may occur during the term of the loan will be for the account of the Fund. The Fund has the right under the terms of the securities lending agreement to recall the securities from the borrower on demand. As of September 30, 2017, the Fund had loaned securities and received cash collateral for the loans. The cash collateral is invested by the Custodian in accordance with approved investment guidelines. Those guidelines require the cash collateral to be invested in readily marketable, high quality, short-term obligations; however, such investments are subject to risk of payment delays or default on the part of the issuer or counterparty or otherwise may not generate sufficient interest to support the costs associated with securities lending. The Fund could also experience delays in recovering its securities and possible loss of income or value if the borrower fails to return the borrowed securities, although the Fund is indemnified from this risk by contract with the securities lending agent.
20

BlueStar TA-BIGITechTM Israel Technology ETF

NOTES TO FINANCIAL STATEMENTS
September 30, 2017 (Continued)
As of September 30, 2017, the value of the securities on loan and payable for collateral due to broker were as follows:

Value of Securities on Loan Collateral Received

Fund
 
Values of
Securities
on Loan
 
Fund
Collateral
Received*
BlueStar TA-BIGITechTM Israel Technology ETF
 
$4,955,081
 
$5,058,966

* 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.

Interest income earned on collateral investments (including applicable fees) and recognized by the Fund during the year ended September 30, 2017, aggregated $15,194.

NOTE 8 – FEDERAL INCOME TAXES

The components of distributable earnings (losses) and cost basis of investments for federal income tax purposes at September 30, 2017 were as follows:
 
   
Cost
   
Gross
Unrealized
Appreciation
   
Gross
Unrealized
Depreciation
   
Net
Unrealized
Appreciation
(Depreciation)
 
BlueStar TA-BIGITechTM Israel Technology ETF
 
$
26,134,679
   
$
3,408,844
   
$
(1,114,823
)
 
$
2,294,021
 


 
   
Undistributed
Ordinary
Income
   
Undistributed
Long-term
Gain
   
Total
Distributable
Earnings
   
Other
Accumulated
(Loss)
    Total
Accumulated
Gain
 
BlueStar TA-BIGITechTM Israel Technology ETF
 
$
163,624
   
$
 
 
$
163,624
 
 
$
(100,916
)
 
$
2,356,729  

As of September 30, 2017, the Fund had accumulated capital loss carryovers of:

   
Capital Loss
Carryover
 
Expires
 
BlueStar TA-BIGITechTM Israel Technology ETF
 
$
100,916
   
Indefinite
 

Under current tax law, capital and currency losses realized after October 31 of a Fund’s fiscal year may be deferred and treated as occurring on the first business day of the following fiscal year for tax purposes. The following Funds had deferred post-October capital and currency losses, which will be treated as arising on the first business day of the year ended September 30, 2017.

 
Late Year
Ordinary
Loss
 
Post-October
Capital Loss
 
BlueStar TA-BIGITechTM Israel Technology ETF
None
 
None
 
21

BlueStar TA-BIGITechTM Israel Technology ETF

NOTES TO FINANCIAL STATEMENTS
September 30, 2017 (Continued)
U.S. GAAP requires that certain components of net assets relating to permanent differences be reclassified between financial and tax reporting. These reclassifications have no effect on net assets or net asset value per share. For the fiscal year ended September 30, 2017, the following table shows the reclassifications made:

 
Undistributed
Accumulated
Net
Investment
Income
Accumulated
Net Realized
Loss
Paid-In
Capital
BlueStar TA-BIGITech Israel Technology ETF
$     1,290
$     (480,827)
$     479,537

NOTE 9 – DISTRIBUTIONS TO SHAREHOLDERS

The Fund paid $18,370 from ordinary income during the year ended September 30, 2017.

NOTE 10 – LEGAL MATTERS

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

The Adviser, its parent, Exchange Traded Managers Group, LLC and its chief executive officer are defendants in a case filed on October 26, 2017 in the United States District Court for the Southern District of New York by NASDAQ, Inc. captioned Nasdaq, Inc. v. Exchange Traded Managers Group, LLC et al., Case 1:17-cv-08252. This action arises out of related facts and circumstances in the New Jersey litigation and asserts claims for breach of contract, wrongful termination and certain other theories with respect to the same exchange traded Fund discussed above. The defendants in the Southern District actions believe the lawsuit is without merit and intend to vigorously defend themselves against the allegations and to assert counterclaims against NASDAQ for breaches of its duties under the related index license agreement and various other agreements.

Management of the Trust and the Fund, after consultation with legal counsel, believes that the resolution of these matters will not have a material adverse effect on the Fund’s financial statements.

NOTE 11 – SUBSEQUENT EVENTS

In preparing these financial statements, the Fund has evaluated events and transactions for potential recognition or disclosure through the date the financial statements were issued. See Note 10.
22

BlueStar TA-BIGITechTM Israel Technology ETF

Report of Independent Registered Public Accounting Firm
 
To the Board of Trustees of ETF Managers Trust
and the Shareholders of BlueStar TA-BIGITech Israel Technology ETF:

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of BlueStar TA-BIGITech Israel Technology ETF (the “Fund”) (a series of ETF Managers Trust) as of September 30, 2017, the related statements of operations for the year then ended, and the statements of changes in net assets and financial highlights for the year then ended and the period from November 2, 2015 (commencement of operations) to September 30, 2016. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of September 30, 2017 by correspondence with the custodian. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the BlueStar TA-BIGITech Israel Technology ETF series of ETF Managers Trust as of September 30, 2017, the results of its operations for the year then ended, and the changes in its net assets and its financial highlights for the year then ended and the period from November 2, 2015 (commencement of operations) to September 30, 2016, in conformity with accounting principles generally accepted in the United States of America.

/s/ WithumSmith+Brown, PC

New York, NY
November 29, 2017
23

BlueStar TA-BIGITechTM Israel Technology ETF
 
FREQUENCY DISTRIBUTION OF PREMIUMS AND DISCOUNTS (Unaudited)
BlueStar TA-BIGITechTM Israel Technology ETF Closing Price vs. NAV
 
The following Frequency Distribution of Premiums and Discounts chart is provided to show the frequency at which the closing price for each Fund is at a premium or discount to its daily net asset value (NAV).  The chart presented represents past performance and cannot be used to predict future results.

BlueStar TA-BIGITechTM Israel Technology ETF
Year Ended
September 30, 2017 
Premium/Discount Range
Number
of Days 
 
Percentage
of Total
Days 
Greater than 1.00%
0
   
0.0
 
Greater Than or equal to 0.75% And Less Than 1.00%
1
 
 
0.4
 
Greater Than or Equal to 0.50% And Less Than 0.75%
15
 
 
6.0
 
Greater Than or Equal to 0.25% And Less Than 0.50%
161
 
 
64.1
 
Greater Than or Equal to 0.00% And Less Than 0.25%
70
 
 
27.9
 
Less Than or Equal to 0.0% And Greater Than -0.25%
4
 
 
1.6
 
Less Than or Equal to -0.25% And Greater Than -0.50%
0
 
 
0.0
 
Less Than or Equal to -0.50% And Greater Than -0.75%
0
 
 
0.0
 
Less Than or Equal to -0.75% And Greater Than -1.00%
0
 
 
0.0
 
Less than -1.00%
0
 
0.0
 
 
BlueStar TA-BIGITechTM Israel Technology ETF
November 2, 2015*
through
September 30, 2016 
Premium/Discount Range
Number
of Days
 
Percentage
of Total
Days 
Greater than 1.00%
3
   
1.3
 
Greater Than or equal to 0.75% And Less Than 1.00%
8
 
 
3.5
 
Greater Than or Equal to 0.50% And Less Than 0.75%
70
 
 
30.3
 
Greater Than or Equal to 0.25% And Less Than 0.50%
103
 
 
44.6
 
Greater Than or Equal to 0.00% And Less Than 0.25%
38
 
 
16.5
 
Less Than or Equal to 0.0% And Greater Than -0.25%
8
 
 
3.5
 
Less Than or Equal to -0.25% And Greater Than -0.50%
1
 
 
0.4
 
Less Than or Equal to -0.50% And Greater Than -0.75%
0
 
 
0.0
 
Less Than or Equal to -0.75% And Greater Than -1.00%
0
 
 
0.0
 
Less than -1.00%
0
   
0.0
 
 
*First day of secondary market trading
24

BlueStar TA-BIGITechTM Israel Technology ETF
 
APPROVAL OF ADVISORY AGREEMENT AND BOARD CONSIDERATIONS 
For the Year Ended September 30, 2017 (Unaudited)

Pursuant to Section 15(c) of the Investment Company Act of 1940 (the “1940 Act”), at a meeting held on June 14, 2017, the Board of Trustees (the “Board”) of ETF Managers Trust (the “Trust”) considered the renewal of the Investment Advisory Agreement (“Advisory Agreement”) between ETF Managers Group LLC (the “Adviser”) and the Trust, on behalf of BlueStar TA-BIGITechTM Israel Technology ETF (“ITEQ”) (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 meetings, the Board requests and reviews a wide variety of information from the Adviser.
 
In reaching this decision, the Board, including the Independent Trustees, considered all factors it believed relevant, including: (i) the nature, extent and quality of the services provided to the Fund’s shareholders by the Adviser; (ii) the investment performance of the Fund; (iii) the Adviser’s cost and profits they realize in providing their services, 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 fee 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 June 14, 2017, and throughout the year.  Among other things, the Adviser provided overviews of its advisory business, including its personnel. The information provided discussed the services provided by the Adviser. 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 Schiff Hardin LLP.  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 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.  The matters discussed were also considered separately by the Independent Trustees in executive session with Schiff Hardin LLP, at which no representatives of management were present.
 
Nature, Extent and Quality of Services Provided by the Adviser
The Trustees considered the scope of services provided under the Advisory Agreement, noting that the Adviser will be providing investment management services to the Fund. The Board discussed the responsibilities of the Adviser, including: responsibility for the general management of the day-to-day investment and reinvestment of the assets of the Fund; determining the daily baskets of deposit securities and cash components; executing portfolio security trades for purchases and redemptions of Fund shares conducted on a cash-in-lieu basis; responsibility for daily monitoring of tracking error and quarterly reporting to the Board; and implementation of Board directives as they relate to the Fund. In considering the nature, extent and quality of the services provided by the Adviser, the Board considered the quality of the Adviser’s compliance program.  The Board also considered the Adviser’s experience managing ETFs.  The Board considered the experience of the portfolio managers of the Fund.
25

BlueStar TA-BIGITechTM Israel Technology ETF
 
APPROVAL OF ADVISORY AGREEMENT AND BOARD CONSIDERATIONS
For the Year Ended September 30, 2017 (Unaudited)
The Board also considered other services provided to the Fund, such as overseeing the Fund’s service providers, monitoring adherence to the Fund’s investment restrictions, and monitoring compliance with various policies and procedures and with applicable securities laws.
 
Based on the factors above, as well as those discussed below, the Board concluded that it was satisfied with the nature, extent and quality of the services to be provided to the Fund by the Adviser.
 
Historical Performance
The Board then considered the past performance of the Fund. The Board reviewed information regarding the performance history of the Fund over various time periods, including the year-to-date period, the most recent one-year period and the periods since the Fund’s inception, each as of May 31, 2017.  The Board noted that the index-based investment objective of ITEQ made analysis of investment performance, in absolute terms, less of a priority than that which normally attaches to the performance of actively managed funds. Instead, the Board focused on the extent to which ITEQ tracked its underlying index.  The Board noted that the Adviser began managing the Fund on April 1, 2017.   The Board reviewed information regarding the Fund’s index tracking during the time it was managed by the Adviser, discussing, as applicable, factors which contributed to the Fund’s tracking error over certain periods of time.  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 at its quarterly meetings.  The Board concluded that, given the capabilities and experience of the Adviser’s personnel in managing ETFs, the Adviser would be able to continue to keep the Fund’s tracking error within acceptable ranges.
 
Cost of Services Provided and Economies of Scale
The Board reviewed the advisory fee for the Fund and compared it to the total operating expenses of other funds in the industry falling within the same style category.  The Board took into consideration management’s discussion of the fees, including that the Fund has a niche investment strategy and limited peer ETFs.
 
The Board also noted the importance of the fact that the advisory fee for the Fund was a “unified fee,” meaning that the shareholders of the Fund pay no expenses other than the advisory fee and certain other costs such as interest, brokerage and extraordinary expenses and, to the extent it is implemented, fees pursuant to a Distribution and/or Shareholder Servicing (12b-1) Plan.  The Board noted that the Adviser was responsible for compensating the Trust’s other service providers and paying the Fund’s other expenses out of its own fee and resources.  The Board also evaluated the compensation and benefits received by the Adviser from its relationship with the Fund, taking into account an analysis of the Adviser’s profitability provided at the meeting.  The Board concluded that the advisory fee for the Fund was fair and reasonable in light of the factors considered.
 
In addition, the Board considered whether economies of scale had been realized for the Fund.  The Board noted that the Adviser regularly considers whether fee reductions are appropriate as the Funds grow in size.  The Board concluded that the Fund had not reached a size where it had realized economies of scale that would warrant a fee reduction.  The Board noted that a unitary fee provides a level of certainty in expenses for the Fund. The Trustees concluded that the flat advisory fee was reasonable and appropriate.
 
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) agreed to renew the Advisory Agreement for another year.
26

BlueStar TA-BIGITechTM Israel Technology ETF
 
SUPPLEMENTARY INFORMATION
September 30, 2017 (Unaudited)
FEDERAL TAX INFORMATION
(Unaudited)
 
During the year ended September 30, 2017, the Funds did not declare any long-term realized gains distributions.
 
Qualified Dividend Income/Dividends Received Deduction
 
For the fiscal year ended September 30, 2017, certain dividends paid by the Fund may be subject to a maximum tax rate of 15%, as provided for by the Jobs and Growth Tax Reconciliation Act of 2003.  The percentage of dividends declared from ordinary income designated as qualified dividend income was as follows:

Fund Name
QDI
BlueStar TA-BIGITechTM Israel Technology ETF
94.57%

For corporate shareholders, the percent of ordinary income distributions qualifying for the corporate dividends received deduction for the fiscal year ended September 30, 2017 was as follows:
 
Fund Name
DRD
BlueStar TA-BIGITechTM Israel Technology ETF
7.19%

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, 2017. 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 9/30/2017
BlueStar TA-BIGITechTM Israel
                   
Technology ETF
 
93,574
 
8,216
 
0.12476543
 
0.01095520
 
750,000
27

BlueStar TA-BIGITechTM Israel Technology ETF
 
SUPPLEMENTARY INFORMATION
September 30, 2017 (Unaudited)
INFORMATION ABOUT PORTFOLIO HOLDINGS
(Unaudited)
 
The Fund files a Form N-Q with the Securities and Exchange Commission (the ‘‘SEC’’) no more than sixty days after the Fund’s first and third fiscal quarters. For the Fund, this would be for the fiscal quarters ending June 30 and December 31. Form N-Q includes a complete schedule of the Funds’ portfolio holdings as of the end of those fiscal quarters. The Fund’s N-Q filings can be found free of charge on the SEC’s website at http://www.sec.gov, or they may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. (call 800-SEC-0330 for information on the operation of the Public Reference Room). The Fund’s portfolio holdings are posted on the Fund’s website at www.iteqetf.com daily.
 
INFORMATION ABOUT PROXY VOTING
(Unaudited)
 
A description of the policies and procedures the Fund uses to determine how to vote proxies relating to portfolio securities is provided in the Statement of Additional Information (“SAI”). The SAI is available without charge upon request by calling toll-free at 1-844-ETF-MGRS (1-844-383-6477), by accessing the SEC’s website at www.sec.gov, or by accessing the Fund’s website at www.iteqetf.com.
 
Information regarding how the Fund voted proxies relating to portfolio securities during the period ending June 30 is available by calling toll-free at 1-844-ETF-MGRS (1-844-383-6477) or by accessing the SEC’s website at www.sec.gov.
 
Carefully consider the Fund’s investment objectives, risk factors, charges, and expenses before investing. This and additional information can be found in the Fund’s prospectus, which may be obtained by calling 1-844-ETF-MGRS (1-844-383-6477) or by visiting www.iteqetf.com. Read the prospectus carefully before investing.
28

BlueStar TA-BIGITechTM Israel Technology ETF
Expense Example
For the Period Ended September 30, 2017 (Unaudited)

As a shareholder of BlueStar TA-BIGITechTM 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 (April 1, 2017 to September 30, 2017).
 
Actual Expenses
The first line of the table provides information about actual account values based on actual returns and actual expenses.  You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period.  Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then, multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period’’ to estimate the expenses you paid on your account during this period.
 
Hypothetical Example for Comparison Purposes
The second line of the table provides information about hypothetical account values based on a hypothetical return and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return.  The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds.  To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.  Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as brokerage commissions paid on purchases and sales of Fund shares.  Therefore, the second line of the table is useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds.  If these transactional costs were included, your costs would have been higher.
 
BlueStar TA-BIGITechTM Israel Technology ETF
 
 
Beginning
Account Value
April 1, 2017
 
Ending
Account Value
September 30,
2017
 
Expenses Paid
During the
Period^
Actual
 
$1,000.00
 
$1,105.10
 
$3.96
 
           
Hypothetical (5% annual)
   $1,000.00  
$1,021.31
 
$3.80
 
^ The dollar amounts shown as expenses paid during the period are equal to the annualized six-month expense ratio multiplied by the average account value during the period, multiplied by 183/365 (to reflect the period from April 1, 2017 to September 30, 2017).
29

BlueStar TA‐BIGITech 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, Summit, New Jersey 07901.
 
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 and Chief Compliance Officer, Factor Advisors, LLC (since 2012); President and Chief Executive Officer, Factor Capital Management LLC (since 2012); President and Chief Executive Officer, GENCAP Ventures, LLC (holding company) (2012–2013); Chief Executive Officer, MacroMarkets LLC (exchange traded funds) (2005–2011); President, Chief Executive and Chief Compliance Officer, Macro Financial (financial services) (2005–2011).
   
9
   
None
Reshma J. Amin (1978)
   
Chief Compliance Officer (since 2016)
   
Chief Compliance Officer, Exchange Traded Managers Group, LLC (since 2016); Partner, Crow & Cushing (2007–2016).
   
n/a
   
n/a
John A. Flanagan (1946)
   
Treasurer (since 2015)
   
President, John A. Flanagan CPA, LLC (accounting services) (since 2010); Chief Financial Officer, Exchange Traded Managers Group, LLC (since 2015); Principal Financial Officer, ETF Managers Capital, LLC (commodity pool operator) (since 2014); Chief Financial Officer, Macromarkets LLC (exchange traded funds) (2007–2010)
   
n/a
   
n/a
* Mr. Masucci is an interested Trustee by virtue of his role as the Chief Executive Officer of the Adviser.
30

BlueStar TA‐BIGITechTM Israel Technology ETF
 
Board of Trustees

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
John W. Southard (1969)
   
Trustee (since 2012)
   
Director and Co-Founder, T2 Capital Management, 2010 to present; Co-Founder and Head of Research and Trading, PowerShares Capital Management, 2002 to 2009.
   
9
   
None
Terry Loebs (1963)
   
Trustee (since 2014)
   
Founder and Managing Member, Pulsenomics LLC (index product development and consulting firm) (since 2011); Managing Director, MacroMarkets, LLC (exchange-traded products firm) (2006–2011).
   
9
   
None
31

BlueStar  TA‐BIGITechTM Israel Technology ETF
 
ETF MANAGERS TRUST
 
Privacy Policy and Procedures
 
ETF Managers Trust, (the “Trust”) has adopted the following privacy policies in order to safeguard the personal information of the Trust’s customers and consumers in accordance with Regulation S-P as promulgated by the U.S. Securities and Exchange Commission.
 
Trust officers are responsible for ensuring that the following policies and procedures are implemented:
 
1)
The Trust is committed to protecting the confidentiality and security of the information they collect and will handle personal customer and consumer information only in accordance with Regulation S-P and any other applicable laws, rules and regulations1.  The Trust will ensure: (a) the security and confidentiality of customer records and information; (b) that customer records and information are protected from any anticipated threats and hazards; and (c) that customer records and information are protected from unauthorized access or use.
 
2)
The Trust conducts its business affairs through its trustees, officers and third parties that provide services pursuant to agreements with the Trust.  The Trust has no employees.  It is anticipated that the trustees and officers of the Trust who are not employees of service providers of the Trust will not have access to customer records and information in the performance of their normal responsibilities for the Trust.
 
3)
The Trust may share customer information with its affiliates, subject to the customers’ right to prohibit such sharing.
 
4)
The Trust may share customer information with unaffiliated third parties only in accordance with the requirements of Regulation S-P.  Pursuant to this policy, the Trust will not share customer information with unaffiliated third parties other than as permitted by law, unless authorized to do so by the customer.

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

1)
The Trust will determine that the policies and procedures of its affiliates and Service Providers are reasonably designed to safeguard customer information and only permit appropriate and authorized access to and use of customer information through the application of appropriate administrative, technical and physical protections.
 
2)
The Trust will direct each of its Service Providers to adhere to the privacy policy of the Trust and to its privacy policies with respect to all customer information of the Trust and to take all actions reasonably necessary so that the Trust is in compliance with the provisions of Regulation S-P, including, as applicable, the development and delivery of privacy notices and the maintenance of appropriate and adequate records.
 
3)
The Trust requires its Service Providers to provide periodic reports to the Trust’s Board of Trustees outlining their privacy policies and the implementation of such policies.  Each Service Provider is required to promptly report to the Trust’s Board any material changes to its privacy policy before, or promptly after, the adoption of such changes.
 

1     Generally, the Funds have institutional clients which are not considered “customers” for purposes of regulation S-P.
32

(This page intentionally left blank).

Advisor
ETF Managers Group, LLC
30 Maple Street, Suite 2, Summit, NJ 07901
 
Distributor
ETFMG Financial, Inc.
30 Maple Street, Suite 2, Summit, NJ 07901
 
Custodian
U.S. Bank National Association
Custody Operations
1555 North River Center Drive, Suite 302, Milwaukee, Wisconsin 53212
 
Transfer Agent
U.S. Bancorp Fund Services, LLC
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


 
(ETHO LOGO)
 
Annual Report

September 30, 2017

Etho Climate Leadership U.S. ETF
Ticker: ETHO
 

 
(ETF MANAGERS GROUP LOGO)

The Fund is a series of ETF Managers Trust.

Etho Climate Leadership U.S. ETF
 
TABLE OF CONTENTS
September 30, 2017

 
   
Page
 
2
     
 
3
     
 
4
     
 
5
     
 
6
     
 
7
     
 
18
     
 
19
     
 
20
     
 
21
     
 
22
     
 
31
     
 
32
     
 
33
     
 
36
     
 
37
     
 
37
     
 
38
     
 
39
     
 
41


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 year ended September 30, 2017.

The Fund saw positive performance during the fiscal year ended September 30, 2017. The Fund NAV reflected a positive return of 20.14%, in line with its benchmark, the Etho Climate Leadership Index – U.S. (“Index”), which increased 19.39% over the same period. The difference was primarily attributable to Fund expenses that are not a part of the Index.

For the year ended September 30, 2017, the best performing securities in the Fund were Nvidia Corp (up 162.38%), Universal Display Corp (up 131.81%), and Brink’s (up 127.11%). The worst performing securities in the Fund were FuelCell Energy (down  -65.20%), Hertz (down -59.42%), and Under Armour (down -55.89%).

As we have discussed previously, 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 340 equities equally weighted and results in a carbon emissions profile that is, on average, 50-70% lower per dollar invested than conventional U.S. benchmark indices1.  ETHO avoids investment in any direct fossil fuel companies, as well as enablers of that industry, along with a series of other unsustainable industries such as Tobacco/Weapons/Gambling, etc. Equal weighting of the Fund allows for the elimination of equities that do not meet ETHO’S standards without there being a significant impact on the diversification or performance of the Fund. It also creates broad exposure to both the sectors and factors that potentially make for greater stability and higher performance.

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

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

Sincerely,
 

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

1 Etho Capital.

2

Etho Climate Leadership U.S. ETF
Growth of $10,000 (Unaudited)
 
(LINE GRAPH)

 
Average Annual Returns
Period Ended September 30, 2017
 
1 Year
Return
 
Since Inception
(11/18/2015)
 
Etho Climate Leadership U.S. ETF (NAV)
   
20.14
%
   
15.20
%
Etho Climate Leadership U.S. ETF (Market)
   
20.41
%
   
15.24
%
S&P 500 Index
   
18.61
%
   
13.06
%
Etho Climate Leadership Index - U.S.
   
19.39
%
   
14.45
%
                 
Total Fund Operating Expenses1
           
0.45
%

1. The expense ratio is taken from the Fund’s most recent prospectus dated January 31, 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 sold, 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 a reduction of taxes that a shareholder would pay on Fund distributions from the sale of Fund shares.  The chart assumes reinvestment of capital gains and dividends.

The unmanaged indices do not reflect fees and are not available for direct investment.
3

Etho Climate Leadership U.S. ETF

Top Ten Holdings*
             
   
Security
   
% of Total
Investments†
1
 
Alnylam Pharmaceuticals, Inc.
 
0.55%
2
 
First Solar, Inc.
 
0.41%
3
 
NVIDIA Corp.
 
0.40%
4
 
Align Technology, Inc.
 
0.39%
5
 
Brink’s Co.
 
0.38%
6
 
IPG Photonics Corp.
 
0.37%
7
 
Universal Display Corp.
 
0.36%
8
 
PayPal Holdings, Inc.
 
0.36%
9
 
CommerceHub, Inc. - Series A
 
0.35%
10
 
Lam Research Corp.
 
0.35%
         
   
Top Ten Holdings = 3.92% of Total Investments†
* Current Fund holdings may not be indicative of future Fund holdings.
† Percentage of total investments less cash.
   

4


Etho Climate Leadership U.S. ETF

Important Disclosures and Key Risk Factors

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

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

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

The Etho Climate Leadership Index™ (ECLI™) is an index of more than 350 companies listed on the NYSE Arca stock exchange that have the smallest carbon footprint in their industries.

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

5

Etho Climate Leadership U.S. ETF

PORTFOLIO ALLOCATIONS
As of September 30, 2017 (Unaudited)

   
Etho Climate
Leadership
U.S. ETF
 
As a percent of Net Assets:
     
Bermuda
   
2.1
%
Canada
   
0.3
 
Ireland
   
1.3
 
Jersey
   
0.3
 
Netherlands
   
0.3
 
Switzerland
   
0.6
 
United Kingdom
   
0.4
 
United States
   
93.9
 
Virgin Islands (UK)
   
0.4
 
Short-Term and other Net Assets (Liabilities)
   
0.4
 
     
100.0
%

6

Etho Climate Leadership U.S. ETF
  
Schedule of Investments
September 30, 2017

   
Shares
   
Fair Value
 
COMMON STOCKS - 99.6%
 
 
 
   
 
 
 
Bermuda - 2.1%
               
Chemicals - 0.2%
               
Axalta Coating Systems Ltd. (a)
   
1,637
   
$
47,342
 
Insurance - 1.6%
               
Arch Capital Group Ltd. (a)
   
556
     
54,766
 
Axis Capital Holdings Ltd.
   
792
     
45,390
 
Everest Re Group Ltd.
   
226
     
51,616
 
RenaissanceRe Holdings Ltd.
   
365
     
49,326
 
Validus Holdings Ltd.
   
942
     
46,356
 
White Mountains Insurance Group Ltd.
   
60
     
51,420
 
Total Insurance
           
298,874
 
Professional Services - 0.3%
               
IHS Markit Ltd. (a)
   
1,256
     
55,364
 
Total Bermuda
           
401,580
 
Canada - 0.3%
               
Commercial Services & Supplies - 0.3%
               
Waste Connections, Inc.
   
897
     
62,754
 
Ireland - 1.3%
               
Biotechnology - 0.2%
               
Alkermes PLC (a)
   
901
     
45,807
 
Building Products - 0.3%
               
Allegion PLC
   
698
     
60,356
 
Insurance - 0.3%
               
Willis Towers Watson PLC ^
   
404
     
62,309
 
Pharmaceuticals - 0.5%
               
Allergan PLC
   
221
     
45,294
 
Jazz Pharmaceuticals PLC (a)
   
363
     
53,089
 
Total Pharmaceuticals
           
98,383
 
Total Ireland
           
266,855
 
Jersey - 0.3%
               
Auto Components - 0.3%
               
Delphi Automotive PLC
   
657
     
64,649
 
Netherlands - 0.3%
               
Electrical Equipment - 0.3%
               
Sensata Technologies Holding NV (a)
   
1,207
     
58,020
 
Switzerland - 0.6%
               
Electronic Equipment, Instruments & Components - 0.3%
               
TE Connectivity Ltd.
   
710
     
58,973
 
Household Durables - 0.3%
               
Garmin Ltd. ^
   
1,039
     
56,075
 
Total Switzerland
           
115,048
 
 
The accompanying notes are an integral part of these financial statements.
7

Etho Climate Leadership U.S. ETF
   
Schedule of Investments
September 30, 2017 (Continued)

   
Shares
   
Fair Value
 
United Kingdom - 0.4%
 
 
 
   
 
 
 
Insurance - 0.3%
               
Aon PLC
   
446
   
$
65,161
 
Software - 0.1%
               
Micro Focus International PLC - ADR (a)
   
306
     
9,761
 
Total United Kingdom
           
74,922
 
United States - 93.9%
               
Air Freight & Logistics - 0.3%
               
CH Robinson Worldwide, Inc. ^
   
686
     
52,205
 
Airlines - 0.5%
               
Alaska Air Group, Inc.
   
572
     
43,626
 
Southwest Airlines Co.
   
981
     
54,917
 
Total Airlines
           
98,543
 
Auto Components - 0.6%
               
BorgWarner, Inc.
   
1,264
     
64,755
 
Gentex Corp.
   
2,480
     
49,104
 
Total Auto Components
           
113,859
 
Automobiles - 0.9%
               
Harley-Davidson, Inc. ^
   
877
     
42,280
 
Tesla, Inc. (a) ^
   
189
     
64,468
 
Thor Industries, Inc.
   
549
     
69,125
 
Total Automobiles
           
175,873
 
Banks - 5.2%
               
Associated Banc-Corp
   
2,170
     
52,623
 
BancorpSouth, Inc.
   
1,747
     
55,991
 
Bank of Hawaii Corp.
   
643
     
53,600
 
BOK Financial Corp.
   
676
     
60,219
 
Citizens Financial Group, Inc.
   
1,536
     
58,168
 
Commerce Bancshares, Inc.
   
942
     
54,419
 
Cullen/Frost Bankers, Inc.
   
595
     
56,477
 
First Horizon National Corp.
   
2,863
     
54,826
 
First Republic Bank
   
562
     
58,707
 
Fulton Financial Corp.
   
2,965
     
55,594
 
M&T Bank Corp.
   
342
     
55,076
 
People’s United Financial, Inc.
   
2,936
     
53,259
 
Signature Bank (a)
   
355
     
45,454
 
South State Corp.
   
592
     
53,310
 
SVB Financial Group (a)
   
283
     
52,946
 
Synovus Financial Corp.
   
1,289
     
59,372
 
Valley National Bancorp
   
4,501
     
54,237
 
Zions Bancorporation ^
   
1,258
     
59,352
 
Total Banks
           
993,630
 
Biotechnology - 2.4%
               
Agios Pharmaceuticals, Inc. (a)
   
903
     
60,275
 
Alnylam Pharmaceuticals, Inc. (a)
   
1,029
     
120,897
 
BioMarin Pharmaceutical, Inc. (a)
   
601
     
55,935
 
Incyte Corp. (a)
   
394
     
45,996
 
      
The accompanying notes are an integral part of these financial statements.
8

Etho Climate Leadership U.S. ETF
  
Schedule of Investments
September 30, 2017 (Continued)

   
Shares
   
Fair Value
 
Ionis Pharmaceuticals, Inc. (a)
   
1,313
   
$
66,569
 
Seattle Genetics, Inc. (a)
   
838
     
45,596
 
Vertex Pharmaceuticals, Inc. (a)
   
482
     
73,283
 
Total Biotechnology
           
468,551
 
Building Products - 2.1%
               
AO Smith Corp.
   
1,034
     
61,450
 
Apogee Enterprises, Inc
   
888
     
42,855
 
Fortune Brands Home & Security, Inc.
   
869
     
58,423
 
Lennox International, Inc.
   
315
     
56,376
 
Masco Corp.
   
1,556
     
60,700
 
Simpson Manufacturing Co., Inc.
   
1,227
     
60,172
 
Trex Co., Inc. (a)
   
759
     
68,362
 
Total Building Products
           
408,338
 
Capital Markets - 5.2%
               
Ares Management LP
   
2,799
     
52,201
 
BlackRock, Inc.
   
138
     
61,698
 
Charles Schwab Corp. ^
   
1,294
     
56,600
 
CME Group, Inc.
   
446
     
60,513
 
E*TRADE Financial Corp. (a)
   
1,510
     
65,851
 
Interactive Brokers Group, Inc.
   
1,522
     
68,551
 
Intercontinental Exchange, Inc.
   
883
     
60,662
 
KKR & Co. LP
   
2,929
     
59,547
 
Morningstar, Inc.
   
672
     
57,113
 
MSCI, Inc.
   
544
     
63,594
 
Northern Trust Corp.
   
612
     
56,261
 
S&P Global, Inc.
   
404
     
63,149
 
SEI Investments Co.
   
1,050
     
64,113
 
T Rowe Price Group, Inc.
   
778
     
70,527
 
TD Ameritrade Holding Corp.
   
1,362
     
66,466
 
Westwood Holdings Group, Inc.
   
996
     
67,001
 
Total Capital Markets
           
993,847
 
Chemicals - 3.1%
               
Albemarle Corp.
   
499
     
68,019
 
Celanese Corp.
   
591
     
61,624
 
Ecolab, Inc. ^
   
422
     
54,273
 
FMC Corp.
   
759
     
67,786
 
International Flavors & Fragrances, Inc.
   
399
     
57,021
 
PPG Industries, Inc.
   
504
     
54,765
 
RPM International, Inc.
   
965
     
49,543
 
Sherwin-Williams Co.
   
170
     
60,867
 
Westlake Chemical Corp.
   
799
     
66,389
 
WR Grace & Co.
   
759
     
54,762
 
Total Chemicals
           
595,049
 
Commercial Services & Supplies - 1.1%
               
Brink’s Co.
   
989
     
83,324
 
Cintas Corp.
   
416
     
60,020
 
Copart, Inc. (a)
   
1,702
     
58,498
 
Total Commercial Services & Supplies
           
201,842
 
     
The accompanying notes are an integral part of these financial statements.
9

Etho Climate Leadership U.S. ETF
      
Schedule of Investments
September 30, 2017 (Continued)

   
Shares
   
Fair Value
 
Communications Equipment - 0.9%
           
Cisco Systems, Inc.
   
1,569
   
$
52,765
 
F5 Networks, Inc. (a)
   
369
     
44,487
 
Palo Alto Networks, Inc. (a)
   
468
     
67,439
 
Total Communications Equipment
           
164,691
 
Construction & Engineering - 0.9%
               
AECOM (a)
   
1,481
     
54,516
 
EMCOR Group, Inc.
   
838
     
58,140
 
Jacobs Engineering Group, Inc.
   
956
     
55,706
 
Total Construction & Engineering
           
168,362
 
Construction Materials - 0.5%
               
Martin Marietta Materials, Inc.
   
242
     
49,908
 
Vulcan Materials Co.
   
438
     
52,384
 
Total Construction Materials
           
102,292
 
Containers & Packaging - 0.6%
               
AptarGroup, Inc.
   
687
     
59,295
 
Sealed Air Corp.
   
1,213
     
51,819
 
Total Containers & Packaging
           
111,114
 
Distributors - 0.6%
               
Genuine Parts Co.
   
573
     
54,807
 
LKQ Corp. (a)
   
1,801
     
64,818
 
Total Distributors
           
119,625
 
Diversified Consumer Services - 0.3%
               
H&R Block, Inc.
   
2,283
     
60,454
 
Diversified Financial Services - 0.6%
               
FNFV Group (a)
   
3,978
     
68,223
 
Voya Financial, Inc.
   
1,388
     
55,367
 
Total Diversified Financial Services
           
123,590
 
Diversified Telecommunication Services - 0.3%
               
Zayo Group Holdings, Inc. (a)
   
1,602
     
55,141
 
Electric Utilities - 1.5%
               
Avangrid, Inc.
   
1,242
     
58,896
 
Eversource Energy
   
903
     
54,577
 
IDACORP, Inc.
   
641
     
56,363
 
NextEra Energy, Inc.
   
413
     
60,525
 
PPL Corp.
   
1,421
     
53,927
 
Total Electric Utilities
           
284,288
 
Electrical Equipment - 1.8%
               
Acuity Brands, Inc.
   
258
     
44,190
 
AMETEK, Inc.
   
977
     
64,521
 
Emerson Electric Co.
   
886
     
55,676
 
Generac Holdings, Inc. (a) ^
   
1,413
     
64,900
 
Hubbell, Inc.
   
441
     
51,165
 
Rockwell Automation, Inc.
   
340
     
60,591
 
Total Electrical Equipment
           
341,043
 
    
The accompanying notes are an integral part of these financial statements.
10

Etho Climate Leadership U.S. ETF
     
Schedule of Investments
September 30, 2017 (Continued)

   
Shares
   
Fair Value
 
Electronic Equipment, Instruments & Components - 4.8%
           
Amphenol Corp.
   
741
   
$
62,718
 
AVX Corp.
   
3,237
     
59,011
 
Badger Meter, Inc.
   
1,438
     
70,462
 
CDW Corp.
   
916
     
60,456
 
Dolby Laboratories, Inc. ^
   
1,010
     
58,095
 
IPG Photonics Corp. (a)
   
437
     
80,871
 
Itron, Inc. (a)
   
868
     
67,227
 
Keysight Technologies, Inc. (a)
   
1,458
     
60,740
 
Littelfuse, Inc.
   
330
     
64,640
 
National Instruments Corp.
   
1,627
     
68,611
 
OSI Systems, Inc. (a)
   
722
     
65,969
 
Trimble, Inc. (a)
   
1,647
     
64,645
 
Universal Display Corp.
   
613
     
78,985
 
Zebra Technologies Corp. (a)
   
578
     
62,759
 
Total Electronic Equipment, Instruments & Components
           
925,189
 
Food & Staples Retailing - 0.8%
               
Costco Wholesale Corp.
   
324
     
53,229
 
PriceSmart, Inc.
   
571
     
50,962
 
Walgreens Boots Alliance, Inc.
   
637
     
49,189
 
Total Food & Staples Retailing
           
153,380
 
Food Products - 0.8%
               
Kraft Heinz Co.
   
583
     
45,212
 
McCormick & Co., Inc.
   
542
     
55,630
 
Pinnacle Foods, Inc.
   
915
     
52,311
 
Total Food Products
           
153,153
 
Health Care Equipment & Supplies - 2.7%
               
Align Technology, Inc. (a)
   
460
     
85,684
 
Boston Scientific Corp. (a)
   
2,119
     
61,811
 
Cooper Cos. ^
   
264
     
62,597
 
DexCom, Inc. (a) ^
   
621
     
30,382
 
Edwards Lifesciences Corp. (a)
   
560
     
61,214
 
GenMark Diagnostics, Inc. (a)
   
4,112
     
39,599
 
IDEXX Laboratories, Inc. (a) ^
   
341
     
53,022
 
Intuitive Surgical, Inc. (a)
   
68
     
71,120
 
Stryker Corp.
   
401
     
56,950
 
Total Health Care Equipment & Supplies
           
522,379
 
Health Care Providers & Services - 3.1%
               
Aetna, Inc.
   
415
     
65,989
 
AMN Healthcare Services, Inc. (a)
   
1,298
     
59,319
 
Anthem, Inc.
   
319
     
60,572
 
Centene Corp. (a) ^
   
739
     
71,512
 
Cigna Corp.
   
360
     
67,298
 
Humana, Inc. (a)
   
256
     
62,369
 
Laboratory Corporation of America Holdings (a) ^
   
367
     
55,406
 
MEDNAX, Inc. (a)
   
760
     
32,771
 
Quest Diagnostics, Inc.
   
538
     
50,378
 
     
The accompanying notes are an integral part of these financial statements.
11

Etho Climate Leadership U.S. ETF
 
Schedule of Investments
September 30, 2017 (Continued)
 
           
 
 
Shares
   
Fair Value
 
UnitedHealth Group, Inc.
   
322
   
$
63,064
 
Total Health Care Providers & Services
           
588,678
 
Health Care Technology - 0.6%
               
Allscripts Healthcare Solutions, Inc. (a) ^
   
4,157
     
59,154
 
Cerner Corp. (a)
   
895
     
63,832
 
Total Health Care Technology
           
122,986
 
Hotels, Restaurants & Leisure - 0.5%
               
Choice Hotels International, Inc.
   
844
     
53,932
 
Starbucks Corp.
   
906
     
48,661
 
Total Hotels, Restaurants & Leisure
           
102,593
 
Household Durables - 0.6%
               
KB Home ^
   
2,656
     
64,062
 
Newell Brands, Inc.
   
1,122
     
47,876
 
Total Household Durables
           
111,938
 
Household Products - 0.2%
               
Spectrum Brands Holdings, Inc.
   
379
     
40,144
 
Independent Power and Renewable Electricity Producers - 1.3%
               
NextEra Energy Partners LP
   
1,613
     
64,988
 
NRG Yield, Inc.
   
3,067
     
58,181
 
Ormat Technologies, Inc.
   
924
     
56,410
 
Pattern Energy Group, Inc.
   
2,653
     
63,937
 
Total Independent Power and Renewable Electricity Producers
           
243,516
 
Industrial Conglomerates - 1.4%
               
3M Co. ^
   
277
     
58,142
 
Carlisle Cos, Inc.
   
496
     
49,744
 
General Electric Co. ^
   
1,781
     
43,065
 
Honeywell International, Inc.
   
423
     
59,956
 
Roper Technologies, Inc.
   
255
     
62,067
 
Total Industrial Conglomerates
           
272,974
 
Insurance - 2.6%
               
Aflac, Inc.
   
732
     
59,577
 
Alleghany Corp. (a)
   
86
     
47,645
 
Brown & Brown, Inc.
   
1,267
     
61,057
 
Cincinnati Financial Corp.
   
734
     
56,202
 
Citizens, Inc. (a) ^
   
7,095
     
52,148
 
Markel Corp. (a)
   
54
     
57,671
 
Marsh & McLennan Cos, Inc.
   
715
     
59,924
 
Torchmark Corp.
   
685
     
54,862
 
Travelers Cos, Inc.
   
439
     
53,786
 
Total Insurance
           
502,872
 
Internet & Direct Marketing Retail - 1.5%
               
Amazon.com, Inc. (a)
   
60
     
57,681
 
Expedia, Inc.
   
418
     
60,167
 
Netflix, Inc. (a)
   
356
     
64,560
 
Priceline Group, Inc. (a) ^
   
29
     
53,094
 
 
The accompanying notes are an integral part of these financial statements.
12

Etho Climate Leadership U.S. ETF
Schedule of Investments
September 30, 2017 (Continued)
 
           
 
 
Shares
   
Fair Value
 
TripAdvisor, Inc. (a) ^
   
1,221
   
$
49,487
 
Total Internet & Direct Marketing Retail
           
284,989
 
Internet Software & Services - 1.4%
               
CommerceHub, Inc. - Series A (a)
   
3,405
     
76,851
 
Facebook, Inc. (a)
   
372
     
63,564
 
VeriSign, Inc. (a)
   
605
     
64,366
 
Zillow Group, Inc. (a) ^
   
1,567
     
63,009
 
Total Internet Software & Services
           
267,790
 
IT Services - 3.9%
               
Automatic Data Processing, Inc.
   
517
     
56,518
 
Broadridge Financial Solutions, Inc.
   
778
     
62,878
 
Cognizant Technology Solutions Corp.
   
886
     
64,270
 
Fidelity National Information Services, Inc.
   
664
     
62,011
 
Fiserv, Inc. (a)
   
458
     
59,064
 
FleetCor Technologies, Inc. (a)
   
348
     
53,860
 
Global Payments, Inc.
   
653
     
62,055
 
MasterCard, Inc.
   
469
     
66,223
 
Paychex, Inc.
   
905
     
54,264
 
PayPal Holdings, Inc. (a)
   
1,225
     
78,437
 
Vantiv, Inc. (a) ^
   
822
     
57,926
 
Visa, Inc. ^
   
593
     
62,407
 
Total IT Services
           
739,913
 
Leisure Products - 0.3%
               
Hasbro, Inc.
   
531
     
51,863
 
Life Sciences Tools & Services - 1.3%
               
Bio-Techne Corp.
   
520
     
62,862
 
Illumina, Inc. (a)
   
309
     
61,553
 
Quintiles IMS Holdings, Inc. (a)
   
654
     
62,176
 
Waters Corp. (a)
   
338
     
60,678
 
Total Life Sciences Tools & Services
           
247,269
 
Machinery - 4.7%
               
Crane Co.
   
708
     
56,633
 
Donaldson Co., Inc.
   
1,162
     
53,382
 
Flowserve Corp.
   
1,092
     
46,508
 
Graco, Inc.
   
562
     
69,514
 
Hillenbrand, Inc.
   
1,478
     
57,420
 
IDEX Corp.
   
566
     
68,752
 
Illinois Tool Works, Inc.
   
399
     
59,036
 
ITT, Inc.
   
1,288
     
57,020
 
Lincoln Electric Holdings, Inc.
   
609
     
55,833
 
Middleby Corp. (a) ^
   
386
     
49,474
 
Snap-on, Inc. ^
   
314
     
46,789
 
Tennant Co.
   
727
     
48,127
 
Toro Co.
   
846
     
52,503
 
WABCO Holdings, Inc. (a)
   
449
     
66,452
 
Wabtec Corp. ^
   
676
     
51,207
 
Xylem, Inc.
   
1,053
     
65,949
 
Total Machinery
           
904,599
 
 
The accompanying notes are an integral part of these financial statements.
13

Etho Climate Leadership U.S. ETF
 
Schedule of Investments
September 30, 2017 (Continued)
 
           
 
 
Shares
   
Fair Value
 
Media - 2.0%
           
Charter Communications, Inc. (a)
   
161
   
$
58,510
 
Comcast Corp.
   
1,406
     
54,103
 
Liberty Broadband Corp. (a)
   
619
     
58,297
 
Scripps Networks Interactive, Inc.
   
675
     
57,976
 
Sirius XM Holdings, Inc. ^
   
10,251
     
56,586
 
Time Warner, Inc.
   
542
     
55,528
 
Walt Disney Co.
   
466
     
45,934
 
Total Media
           
386,934
 
Metals & Mining - 1.2%
               
Compass Minerals International, Inc. ^
   
784
     
50,881
 
Nucor Corp.
   
888
     
49,764
 
Reliance Steel & Aluminum Co.
   
662
     
50,425
 
Schnitzer Steel Industries, Inc.
   
2,584
     
72,739
 
Total Metals & Mining
           
223,809
 
Multiline Retail - 0.3%
               
Dollar Tree, Inc. (a)
   
672
     
58,343
 
Multi-Utilities - 0.8%
               
CenterPoint Energy, Inc.
   
1,927
     
56,288
 
Consolidated Edison, Inc.
   
684
     
55,185
 
MDU Resources Group, Inc.
   
1,937
     
50,265
 
Total Multi-Utilities
           
161,738
 
Personal Products - 0.3%
               
Coty, Inc. ^
   
2,924
     
48,334
 
Pharmaceuticals - 1.5%
               
Bristol-Myers Squibb Co.
   
974
     
62,083
 
Johnson & Johnson
   
425
     
55,254
 
Merck & Co., Inc.
   
834
     
53,401
 
Pfizer, Inc.
   
1,562
     
55,763
 
Zoetis, Inc.
   
990
     
63,123
 
Total Pharmaceuticals
           
289,624
 
Professional Services - 1.1%
               
Dun & Bradstreet Corp.
   
490
     
57,041
 
Equifax, Inc.
   
387
     
41,018
 
Nielsen Holdings PLC ^
   
1,288
     
53,388
 
Verisk Analytics, Inc. (a)
   
650
     
54,074
 
Total Professional Services
           
205,521
 
Real Estate Investment Trusts (REITs) - 3.8%
               
Alexandria Real Estate Equities, Inc. ^
   
480
     
57,106
 
AvalonBay Communities, Inc.
   
289
     
51,563
 
Crown Castle International Corp.
   
562
     
56,189
 
Digital Realty Trust, Inc.
   
498
     
58,928
 
Essex Property Trust, Inc.
   
229
     
58,173
 
Extra Space Storage, Inc. ^
   
714
     
57,063
 
Federal Realty Investment Trust ^
   
397
     
49,311
 
Hannon Armstrong Sustainable Infrastructure Capital, Inc.
   
2,636
     
64,239
 
 
The accompanying notes are an integral part of these financial statements.
14

Etho Climate Leadership U.S. ETF
Schedule of Investments
September 30, 2017 (Continued)
 
           
 
 
Shares
   
Fair Value
 
Kimco Realty Corp. ^
   
2,410
   
$
47,116
 
Prologis, Inc.
   
1,023
     
64,920
 
Realty Income Corp.
   
894
     
51,128
 
Regency Centers Corp.
   
799
     
49,570
 
SBA Communications Corp. (a)
   
437
     
62,949
 
Total Real Estate Investment Trusts (REITs)
           
728,255
 
Road & Rail - 0.3%
               
AMERCO
   
138
     
51,736
 
Semiconductors & Semiconductor Equipment - 6.8%
               
Analog Devices, Inc.
   
646
     
55,666
 
Applied Materials, Inc.
   
1,357
     
70,686
 
Cypress Semiconductor Corp. ^
   
3,857
     
57,932
 
First Solar, Inc. (a)
   
1,947
     
89,329
 
Integrated Device Technology, Inc. (a)
   
2,227
     
59,194
 
Intel Corp. ^
   
1,477
     
56,244
 
KLA-Tencor Corp.
   
557
     
59,042
 
Lam Research Corp. (a)
   
412
     
76,237
 
Maxim Integrated Products, Inc.
   
1,179
     
56,250
 
Microchip Technology, Inc. ^
   
717
     
64,372
 
NVIDIA Corp.
   
485
     
86,704
 
ON Semiconductor Corp. (a) ^
   
3,403
     
62,853
 
Power Integrations, Inc.
   
804
     
58,853
 
Qorvo, Inc. (a)
   
769
     
54,353
 
QUALCOMM, Inc.
   
927
     
48,056
 
Rambus, Inc. (a)
   
4,012
     
53,560
 
Skyworks Solutions, Inc.
   
540
     
55,026
 
SunPower Corp. (a) ^
   
8,653
     
63,080
 
Teradyne, Inc.
   
1,697
     
63,281
 
Texas Instruments, Inc.
   
660
     
59,162
 
Xilinx, Inc. ^
   
915
     
64,809
 
Total Semiconductors & Semiconductor Equipment
           
1,314,689
 
Software - 3.3%
               
Activision Blizzard, Inc.
   
1,057
     
68,187
 
Adobe Systems, Inc. (a)
   
405
     
60,418
 
ANSYS, Inc. (a)
   
494
     
60,629
 
Autodesk, Inc. (a)
   
610
     
68,479
 
Intuit, Inc.
   
454
     
64,532
 
Red Hat, Inc. (a)
   
609
     
67,514
 
salesforce.com, Inc. (a)
   
640
     
59,789
 
ServiceNow, Inc. (a)
   
603
     
70,870
 
Splunk, Inc. (a) ^
   
846
     
56,200
 
Workday, Inc. (a)
   
632
     
66,606
 
Total Software
           
643,224
 
Specialty Retail - 2.8%
               
Advance Auto Parts, Inc.
   
355
     
35,216
 
AutoZone, Inc. (a)
   
73
     
43,443
 
Foot Locker, Inc.
   
710
     
25,006
 
L Brands, Inc.
   
1,130
     
47,019
 
 
The accompanying notes are an integral part of these financial statements.
15

Etho Climate Leadership U.S. ETF
 
Schedule of Investments
September 30, 2017 (Continued)
 
           
 
 
Shares
   
Fair Value
 
O’Reilly Automotive, Inc. (a)
   
195
   
$
41,997
 
Ross Stores, Inc.
   
801
     
51,721
 
The Home Depot, Inc.
   
361
     
59,045
 
Tiffany & Co.
   
556
     
51,030
 
TJX Cos, Inc.
   
668
     
49,252
 
Tractor Supply Co. ^
   
766
     
48,480
 
Ulta Beauty, Inc. (a) ^
   
185
     
41,821
 
Williams-Sonoma, Inc. ^
   
993
     
49,511
 
Total Specialty Retail
           
543,541
 
Technology Hardware, Storage & Peripherals - 1.0%
               
3D Systems Corp. (a) ^
   
3,523
     
47,173
 
Apple, Inc.
   
368
     
56,716
 
Hewlett Packard Enterprise Co. ^
   
2,230
     
32,803
 
NetApp, Inc.
   
1,264
     
55,313
 
Total Technology Hardware, Storage & Peripherals
           
192,005
 
Textiles, Apparel & Luxury Goods - 2.4%
               
Coach, Inc.
   
1,284
     
51,720
 
Hanesbrands, Inc. ^
   
2,554
     
62,931
 
Lululemon Athletica, Inc. (a)
   
1,016
     
63,245
 
NIKE, Inc.
   
948
     
49,154
 
PVH Corp.
   
509
     
64,164
 
Ralph Lauren Corp.
   
650
     
57,389
 
Under Armour, Inc. (a) ^
   
2,881
     
43,273
 
VF Corp. ^
   
965
     
61,345
 
Total Textiles, Apparel & Luxury Goods
           
453,221
 
Thrifts & Mortgage Finance - 1.4%
               
Bear State Financial, Inc.
   
5,633
     
57,795
 
Capitol Federal Financial, Inc.
   
3,677
     
54,052
 
New York Community Bancorp, Inc. ^
   
3,843
     
49,536
 
TFS Financial Corp.
   
3,194
     
51,519
 
Washington Federal, Inc.
   
1,599
     
53,806
 
Total Thrifts & Mortgage Finance
           
266,708
 
Trading Companies & Distributors - 1.8%
               
Air Lease Corp. ^
   
1,362
     
58,048
 
Fastenal Co. ^
   
1,034
     
47,130
 
GATX Corp.
   
869
     
53,496
 
MSC Industrial Direct Co., Inc.
   
517
     
39,070
 
United Rentals, Inc. (a)
   
421
     
58,409
 
WESCO International, Inc. (a)
   
758
     
44,154
 
WW Grainger, Inc. ^
   
228
     
40,983
 
Total Trading Companies & Distributors
           
341,290
 
Water Utilities - 1.2%
               
American States Water Co.
   
1,195
     
58,854
 
American Water Works Co., Inc.
   
682
     
55,181
 
Aqua America, Inc.
   
1,648
     
54,697
 
Middlesex Water Co.
   
1,434
     
56,312
 
Total Water Utilities
           
225,044
 
Total United States
           
18,002,578
 
 
The accompanying notes are an integral part of these financial statements.
16

Etho Climate Leadership U.S. ETF
 
Schedule of Investments
September 30, 2017 (Continued)
 
 
Shares
 
 
Fair Value
 
Virgin Islands (UK) - 0.4%
 
 
 
 
 
 
Textiles, Apparel & Luxury Goods - 0.4%
 
 
 
 
 
 
Michael Kors Holdings Ltd. (a)
 
 
1,383
 
 
$
66,176
 
 
 
TOTAL COMMON STOCKS (Cost $17,129,663)
 
 
 
 
 
 
19,112,582
 
 
 
SHORT-TERM INVESTMENTS - 0.4%
 
 
 
 
 
 
 
 
Money Market Funds - 0.4%
 
 
 
 
 
 
 
 
Invesco Advisers, Inc. STIT - Treasury Portfolio - Institutional Class, 0.89% (b)
 
 
84,870
 
 
 
84,870
 
TOTAL SHORT-TERM INVESTMENTS (Cost $84,870)
 
 
 
 
 
 
84,870
 
 
 
INVESTMENTS PURCHASED WITH SECURITIES LENDING COLLATERAL - 14.2%
 
 
 
 
 
 
 
 
Investment Companies - 14.2%
 
 
 
 
 
 
 
 
Mount Vernon Liquid Assets Portfolio, LLC, 1.33% (b) +
 
 
 
 
 
 
2,736,293
 
TOTAL INVESTMENTS PURCHASED WITH SECURITIES LENDING COLLATERAL (Cost $2,736,293)
 
 
 
 
 
 
2,736,293
 
 
 
Total Investments (Cost $19,950,826) - 114.2%
 
 
 
 
 
 
21,933,745
 
Liabilities in Excess of Other Assets - (14.2)%
 
 
 
 
 
 
(2,725,942
)
TOTAL NET ASSETS - 100.0%
 
 
 
 
 
$
19,207,803
 
 
Percentages are stated as a percent of net assets.
 
ADR
American Depositary Receipt
(a)
Non-income producing security.
(b)
The rate quoted is the annualized seven-day yield at September 30, 2017.
 
^
All or a portion of this security is out on loan as of September 30, 2017. Total value of securities out on loan is $2,684,574.
+
Investments purchased with cash proceeds from securities lending. Total cash collateral has a value of $2,736,293 as of September 30, 2017.

The Global Industry Classification Standard (GICS®) was developed by and/or is the exclusive property of MSCI, Inc. and Standard & Poor’s Financial Services LLC (“S&P”). GICS® is a service mark of MSCI, Inc. and S&P and has been licensed for use by the Fund’s Administrator, U.S. Bancorp Fund Services, LLC.
 
The accompanying notes are an integral part of these financial statements.
17

Etho Climate Leadership U.S. ETF
 
STATEMENT OF ASSETS AND LIABILITIES
As of September 30, 2017

   
Etho Climate
Leadership U.S.
ETF
 
ASSETS
     
Investments in securities, at fair value*
 
$
21,933,745
 
Cash
   
1,500
 
Receivables:
       
Dividends and interest receivable
   
14,992
 
Securities lending income receivable
   
828
 
Total Assets
   
21,951,065
 
         
LIABILITIES
       
Collateral received for securities loaned (Note 7)
   
2,736,293
 
Payables:
       
Management fees payable
   
6,969
 
Total Liabilities
   
2,743,262
 
Net Assets
 
$
19,207,803
 
         
NET ASSETS CONSIST OF:
       
Paid-in Capital
 
$
17,267,917
 
Undistributed (accumulated) net investment income
   
25,088
 
Accumulated net realized gain (loss) on investments
   
(68,121
)
Net unrealized appreciation on:
       
Investments in securities
   
1,982,919
 
Net Assets
 
$
19,207,803
 
         
*Identified Cost:
       
Investments in unaffiliated securities
 
$
19,950,826
 
         
Shares Outstanding^
   
600,000
 
Net Asset Value, Offering and Redemption Price per Share
 
$
32.01
 

^ No par value, unlimited number of shares authorized

The accompanying notes are an integral part of these financial statements.
18

Etho Climate Leadership U.S. ETF
 
STATEMENT OF OPERATIONS
Year ended September 30, 2017

   
Etho Climate
Leadership U.S.
ETF
 
INVESTMENT INCOME
     
Income:
     
Dividends from unaffiliated securities
 
$
174,885
 
Interest
   
323
 
Securities lending income
   
9,093
 
Total Investment Income
   
184,301
 
Expenses:
       
Management fees
   
55,862
 
Net Investment Income
   
128,439
 
REALIZED & UNREALIZED GAIN ON INVESTMENTS
       
Net Realized Gain (Loss) on:
       
Unaffiliated investments
   
(67,546
)
In-Kind redemptions
   
483,748
 
Net Realized Gain (Loss) on Investments and In-Kind redemptions
   
416,202
 
Net Change in Unrealized Appreciation of:
       
Unaffiliated investments
   
1,768,693
 
Net Realized and Unrealized Gain on Investments
   
2,184,895
 
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS
 
$
2,313,334
 
 
The accompanying notes are an integral part of these financial statements.
19

Etho Climate Leadership U.S. ETF
 
STATEMENTS OF CHANGES IN NET ASSETS

   
Year Ended
September 30,
2017
   
Period Ended
September 30,
2016*
 
OPERATIONS
           
Net investment income
 
$
128,439
   
$
28,916
 
Net realized gain on investments and In-Kind Redemptions
   
416,202
     
84,401
 
Net change in unrealized appreciation of investments
   
1,768,693
     
214,226
 
Net increase in net assets resulting from operations
 
$
2,313,334
   
$
327,543
 
                 
DISTRIBUTIONS TO SHAREHOLDERS
               
From net investment income
   
(109,859
)
   
(22,000
)
From net realized gain
   
(40,845
)
   
 
Total Distributions to Shareholders
   
(150,704
)
   
(22,000
)
                 
CAPITAL SHARE TRANSACTIONS
               
Net increase in net assets derived from net change in outstanding shares (a)
   
10,294,350
     
6,445,280
 
Net increase in net assets
 
$
12,456,980
   
$
6,750,823
 
                 
NET ASSETS
               
Beginning of Period
   
6,750,823
     
 
End of Period
 
$
19,207,803
   
$
6,750,823
 
Undistributed net investment income
 
$
25,088
   
$
6,916
 

(a) Summary of share transactions is as follows:

   
Year Ended
September 30, 2017
   
Period Ended
September 30, 2016*
 
   
Shares
   
Amount
   
Shares
   
Amount
 
Shares Sold
   
450,000
   
$
13,209,550
     
300,000
   
$
7,688,910
 
Shares Redeemed
   
(100,000
)
   
(2,915,200
)
   
(50,000
)
   
(1,243,630
)
Net Transactions in Fund Shares
   
350,000
   
$
10,294,350
     
250,000
   
$
6,445,280
 
Beginning Shares
   
250,000
             
         
Ending Shares
   
600,000
             
250,000
         

* Fund commenced operations on November 18, 2015. The information presented is for the period from November 18, 2015 to September 30, 2016.

The accompanying notes are an integral part of these financial statements.
20

Etho Climate Leadership U.S. ETF
 
FINANCIAL HIGHLIGHTS
For a capital share outstanding throughout the year

   
Year Ended
September 30, 2017
   
Period Ended
September 30, 20161
 
             
Net Asset Value, Beginning of Period
 
$
27.00
   
$
25.00
 
Income from Investment Operations:
               
Net investment income 2
   
0.31
     
0.23
 
Net realized and unrealized gain on investments
   
5.09
     
1.87
 
Total from investment operations
   
5.40
     
2.10
 
Less Distributions:
               
Distributions from net investment income
   
(0.25
)
   
(0.10
)
Distributions from net realized gain
   
(0.14
)
   
 
Total distributions
   
(0.39
)
   
(0.10
)
Net asset value, end of year
 
$
32.01
   
$
27.00
 
Total Return
   
20.14
%
   
8.43
%3
                 
Ratios/Supplemental Data:
               
Net assets at end of year (000’s)
 
$
19,208
   
$
6,751
 
                 
Expenses to Average Net Assets
   
0.45
%
   
0.50
%4
Net Investment Income to Average Net Assets
   
1.03
%
   
1.04
%4
Portfolio Turnover Rate
   
45
%
   
25
%3

1
Commencement of operations on November 18, 2015.
2
Calculated based on average shares outstanding during the year.
3
Not annualized.
4
Annualized.
 
The accompanying notes are an integral part of these financial statements.
21

Etho Climate Leadership U.S. ETF
 
NOTES TO FINANCIAL STATEMENTS
September 30, 2017

NOTE 1 – ORGANIZATION
 
Etho Climate Leadership U.S. ETF (the “Fund”) is a series of ETF Managers Trust (the “Trust”), an open-end management investment company consisting of multiple investment series, organized as a Delaware statutory trust on July 1, 2009. The Trust is registered with the SEC under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company and the offering of the Fund’s shares (“Shares”) is registered under the Securities Act of 1933, as amended (the “Securities Act”). The Fund seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of the Etho Climate Leadership Index™ Index (“the Index”). The Fund commenced operations on November 18, 2015.
 
The Fund currently offers one class of shares, which has no front end sales load, no deferred sales charges, and no redemption fees. The Fund may issue an unlimited number of shares of beneficial interest, with no par value. All shares of the Fund have equal rights and privileges.
 
Shares of the Fund are listed and traded on the NYSE Arca, Inc. Market prices for the Shares may be different from their net asset value (“NAV”). The Fund issues and redeems Shares on a continuous basis at NAV only in blocks of 50,000 shares, called “Creation Units.” Creation Units are issued and redeemed principally in-kind for securities included in the Index. Once created, Shares generally trade in the secondary market at market prices that change throughout the day in quantities less than a Creation Unit. Except when aggregated in Creation Units, Shares are not redeemable securities of the Fund. Shares of the Fund may only be purchased or redeemed by certain financial institutions (“Authorized Participants”). An Authorized Participant is either (i) a broker-dealer or other participant in the clearing process through the Continuous Net Settlement System of the National Securities Clearing Corporation or (ii) a DTC participant and, in each case, must have executed a Participant Agreement with the Distributor. Most retail investors do not qualify as Authorized Participants nor have the resources to buy and sell whole Creation Units. Therefore, they are unable to purchase or redeem the Shares directly from the Fund. Rather, most retail investors may purchase Shares in the secondary market with the assistance of a broker and may be subject to customary brokerage commissions or fees.
 
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES
 
The following is a summary of significant accounting policies consistently followed by the Fund. These policies are in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
 
The Fund follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board Accounting Standard Codification Topic 946 Financial Services –Investment Companies.
 
The Fund may invest in certain other investment companies (underlying funds). For specific investments in underlying funds, please refer to the complete schedule of portfolio holdings on Form N-CSR(S) for this reporting period, which is filed with the U.S. Securities and Exchange Commission (SEC). For more information about the underlying Fund’s operations and policies, please refer to those Funds’ semiannual and annual reports, which are filed with the SEC.
 
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.
22

Etho Climate Leadership U.S. ETF
 
NOTES TO FINANCIAL STATEMENTS
September 30, 2017 (Continued)

Securities for which quotations are not readily available are valued at their respective fair values as determined in good faith by the Board of Trustees (the “Board”). When a security is “fair valued,” consideration is given to the facts and circumstances relevant to the particular situation, including a review of various factors set forth in the pricing procedures adopted by the Fund’s Board. The use of fair value pricing by the Fund may cause the net asset value of its shares to differ significantly from the net asset value that would be calculated without regard to such considerations. As of September 30, 2017, 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.
23

Etho Climate Leadership U.S. ETF
 
NOTES TO FINANCIAL STATEMENTS
September 30, 2017 (Continued)

The following table presents a summary of the Funds’ investments in securities, at fair value, as of September 30, 2017:
 
Etho Climate Leadership U.S. ETF
Assets^
 
Level 1
   
Level 2
   
Level 3
   
Total
 
Common Stocks
 
$
19,112,582
   
$
   
$
   
$
19,112,582
 
Short-Term Investments
   
84,870
     
     
     
84,870
 
Investments Purchased with Securities Lending Collateral*
   
     
     
     
2,736,293
 
Total Investments in Securities
 
$
19,197,452
   
$
   
$
   
$
21,933,745
 
 
^ 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.
 
There were no transfers between Levels 1, 2 and 3 during the year ended September 30, 2017.  Transfers between levels are recognized at the end of the reporting period.
 
B.
Federal Income Taxes. The Fund has elected to be taxed as a “regulated investment company” and intends to distribute substantially all taxable income to its shareholders and otherwise comply with the provisions of the Internal Revenue Code applicable to regulated investment companies. Therefore, no provisions for federal income taxes or excise taxes have been made.
 
To avoid imposition of the excise tax applicable to regulated investment companies, the Fund intends to declare each year as dividends, in each calendar year, at least 98.0% of its net investment income (earned during the calendar year) and 98.2% of its net realized capital gains (earned during the twelve months ended October 31) plus undistributed amounts, if any, from prior years.
 
Net capital losses incurred after October 31, within the taxable year are deemed to arise on the first business day of the Fund’s next taxable year.
 
The Fund recognizes the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities. The Fund has analyzed its tax position and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions expected to be taken in the Fund’s 2017 tax returns. The Fund identifies its major tax jurisdictions as U.S. Federal, the State of New Jersey, and the State of Delaware; however the Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months.
 
As of September 30, 2017, management has reviewed the tax positions for open periods (for federal purposes, three years from the date of filing and for state purposes, four years from the date of filing) as applicable to the Fund and has determined that no provision for income tax is required in the Fund’s financial statements.
 
C.
Security Transactions and Investment Income. Investment securities transactions are accounted for on the trade date. Gains and losses realized on sales of securities are determined on a specific identification basis. Discounts/premiums on debt securities purchased are accreted/amortized over the life of the respective securities using the effective interest method. Dividend income is recorded on the ex-dividend date. Interest income is recorded on an accrual basis. Income, including gains, from investments in foreign securities received by the Fund may be subject to income, withholding or other taxes imposed by foreign countries.
24

Etho Climate Leadership U.S. ETF
 
NOTES TO FINANCIAL STATEMENTS
September 30, 2017 (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 expenes 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.
25

Etho Climate Leadership U.S. ETF
 
NOTES TO FINANCIAL STATEMENTS
September 30, 2017 (Continued)

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 the 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 Funds’ expenses, the Fund’s performance may be below that of its 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 the Fund’s or its underlying index’s portfolio is concentrated in the securities of issuers in a particular market, industry, group of industries, sector or asset class, the Fund may be adversely affected by the performance of those securities, may be subject to increased price volatility and may be more vulnerable to adverse economic, market, political or regulatory occurrences affecting that market, industry, group of industries, sector or asset class.
 
NOTE 4 – COMMITMENTS AND OTHER RELATED PARTY TRANSACTIONS.
 
ETF Managers Group, LLC (the “Advisor”), serves as the investment advisor to the Fund. Pursuant to an Investment Advisory Agreement (“Advisory Agreement”) between the Trust, on behalf of the Fund, and the Advisor, the Advisor provides investment advice to the Fund and oversees the day-today operations of the Fund, subject to the direction and control of the Board and the officers of the Trust.
 
Under the Investment Advisory Agreement with the Fund, the Advisor has overall responsibility for the general management and administration of the Fund and arranges for sub-advisory, transfer agency, custody, fund administration, securities lending, and all other non-distribution related services necessary for the Fund to operate. The Advisor bears the costs of all advisory and non-advisory services required to operate the Fund, in exchange for a single unitary fee.  For services provided the Fund pays the Advisor at an annual rate of 0.45% of the Fund’s average daily net assets.  The Advisor has an agreement with, and is dependent on, a third party to pay the Fund’s expenses in excess of 0.45% of the Fund’s average daily net assets. Additionally, under the Investment Advisory Agreement, the Advisor has agreed to pay all expenses of the Fund, except for: the fee paid to the Advisor pursuant to the Investment Advisory Agreement, interest charges on any borrowings, taxes, brokerage commissions and other expenses incurred in placing orders for the Purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, extraordinary expenses, and distribution (12b-1) fees and expenses (collectively, “Excluded Expenses”). The Advisor has entered into an Agreement with Etho Climate Leadership U.S. (the “Sponsor”), under which the Sponsor agrees to sublicense the use of the Underlying Index to the Advisor. The Sponsor also provides marketing support for the Fund, including distributing marketing materials related to the Fund. Etho Climate Leadership U.S. is a privately held business focused on bringing exchange-traded investment products to investors in the U.S. The Sponsor does not make investment decisions, provide investment advice, or otherwise act in the capacity of an investment adviser to the Fund. Additionally, the Sponsor is not involved in the maintenance of the Underlying Index and does not otherwise act in the capacity of an index provider.
26

Etho Climate Leadership U.S. ETF
 
NOTES TO FINANCIAL STATEMENTS
September 30, 2017 (Continued)

U.S. Bancorp Fund Services, LLC (the “Administrator”) provides fund accounting, fund administration, and transfer agency services to the Fund. The Advisor compensates the Administrator for these services under an administration agreement between the two parties.
 
The Advisor pays each independent Trustee a quarterly fee for service to the Fund. Each Trustee is also reimbursed by the Advisor for all reasonable out-of-pocket expenses incurred in connection with his duties as Trustee, including travel and related expenses incurred in attending Board meetings.
 
NOTE 5 – DISTRIBUTION PLAN
 
The Fund has adopted a Plan of Distribution pursuant to Rule 12b-1 under the 1940 Act. Under the Plan, the Fund may pay compensation to the Distributor or any other distributor or financial institution with which the Trust has an agreement with respect to the Fund, with the amount of such compensation not to exceed an annual rate of 0.25% of each Fund’s average daily net assets. For the year ended September 30, 2017, the Fund did not incur any 12b-1 expenses.
 
NOTE 6 – PURCHASES AND SALES OF SECURITIES
 
The costs of purchases and sales of securities, excluding short-term securities and in-kind transactions, for the year ended September 30, 2017 are as follows:
 
   
Purchases
   
Sales
 
Etho Climate Leadership U.S. ETF
 
$
5,609,601
   
$
6,006,182
 
 
The costs of purchases and sales of in-kind transactions associated with creations and redemptions for the year ended September 30, 2017 are as follows:
 
   
Purchases
In-Kind
   
Sales
In-Kind
 
             
Etho Climate Leadership U.S. ETF
 
$
13,027,430
   
$
2,347,812
 
 
Purchases in-kind are the aggregate of all in-kind purchases and sales in-kind are the aggregate of all proceeds from in-kind sales. Net capital gains or losses resulting from in-kind redemptions are excluded from the determination of the Fund’s taxable gains and are not distributed to shareholders.
 
There were no purchases or sales of U.S. Government obligations for the year ended September 30, 2017.
27

Etho Climate Leadership U.S. ETF
 
NOTES TO FINANCIAL STATEMENTS
September 30, 2017 (Continued)

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. As of September 30, 2017, the Fund had loaned securities and received cash collateral for the loans. The cash collateral is invested by the Custodian in accordance with approved investment guidelines. Those guidelines require the cash collateral to be invested in readily marketable, high quality, short-term obligations; however, such investments are subject to risk of payment delays or default on the part of the issuer or counterparty or otherwise may not generate sufficient interest to support the costs associated with securities lending. The Fund could also experience delays in recovering its securities and possible loss of income or value if the borrower fails to return the borrowed securities, although the Fund is indemnified from this risk by contract with the securities lending agent.
 
As of September 30, 2017, 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
 
$
2,684,574
   
$
2,736,293
 
 
* 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.
 
Interest income earned on collateral investments (including applicable fees) and recognized by the Fund during the year ended September 30, 2017, aggregated $9,093.
28

Etho Climate Leadership U.S. ETF
 
NOTES TO FINANCIAL STATEMENTS
September 30, 2017 (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, 2017 were as follows:
 
   
Cost
 
Gross
Unrealized
Appreciation
 
Gross
Unrealized
Depreciation
 
Net
Unrealized
Appreciation
(Depreciation)
 
Etho Climate Leadership U.S. ETF
 
$
20,030,574
 
$
2,438,061
 
$
(534,890
)
$
1,903,171
 
 
 
 
Undistributed
Ordinary
Income
   
Undistributed
Long-term
Gain
   
Total
Distributable
Earnings
   
Other
Accumulated
(Loss)
   
Total
Accumulated
Gain
 
Etho Climate Leadership U.S. ETF
 
$
36,715
   
$
   
$
36,715
   
$
   
$
1,939,886
 
 
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, 2017, the Fund had accumulated capital loss carryovers of:
       
 
Capital Loss
Carryover
 
Expires
Etho Climate Leadership U.S. ETF
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, 2017.
 
 
Late Year
Ordinary
Loss
 
Post-October
Capital Loss
Etho Climate Leadership U.S. ETF
None
 
None   
 
U.S. GAAP requires that certain components of net assets relating to permanent differences be reclassified between financial and tax reporting. These reclassifications have no effect on net assets or net asset value per share. For the fiscal year ended September 30, 2017, the following table shows the reclassifications made:
     
Undistributed
Accumulated Net
Investment Loss
   
Accumulated
Net Realized
Loss
   
Paid-In
Capital
 
                             
Etho Climate Leadership U.S. ETF
   
$
(408
)
 
 
$
(474,494
)
 
$
474,902
 
29

Etho Climate Leadership U.S. ETF
 
NOTES TO FINANCIAL STATEMENTS
September 30, 2017 (Continued)

NOTE 9 – DISTRIBUTIONS TO SHAREHOLDERS
 
The Fund paid $109,859 from ordinary income and $40,845 from capital gains during the year ended September 30, 2017.
 
NOTE 10 – LEGAL MATTERS
 
The Trust, the trustees of the Trust, the Advisor and certain officers of the Advisor are defendants in an action filed May 2, 2017 in the Superior Court of New Jersey captioned PureShares, LLC d/b/a PureFunds et al. v. ETF Managers Group, LLC et al., Docket No. C-63-17.  The PureShares action alleges claims based on disputes arising out of contractual relationships with the Advisor.  The action seeks damages in unspecified amounts and injunctive relief based on breach of contract, wrongful termination, and several other theories.  At the outset of the litigation, and again a few weeks later, plaintiffs sought temporary injunctive relief.  Both motions were denied, and the matter is now proceeding through pretrial discovery.  The defendants believe the lawsuit is without merit and intend to vigorously defend themselves against the allegations.
 
The Adviser, its parent, Exchange Traded Managers Group, LLC and its chief executive officer are defendants in a case filed on October 26, 2017 in the United States District Court for the Southern District of New York by NASDAQ, Inc. captioned Nasdaq, Inc. v. Exchange Traded Managers Group, LLC et al., Case 1:17-cv-08252.   This action arises out of related facts and circumstances in the New Jersey litigation and asserts claims for breach of contract, wrongful termination and certain other theories with respect to the same exchange traded Fund discussed above. The defendants in the Southern District actions believe the lawsuit is without merit and intend to vigorously defend themselves against the allegations and to assert counterclaims against NASDAQ for breaches of its duties under the related index license agreement and various other agreements.
 
Management of the Trust and the Fund, after consultation with legal counsel, believes that the resolution of these matters will not have a material adverse effect on the Fund’s financial statements.
 
NOTE 11 – SUBSEQUENT EVENTS
 
In preparing these financial statements, the Fund has evaluated events and transactions for potential recognition or disclosure through the date the financial statements were issued. See Note 10.
30

Etho Climate Leadership U.S. ETF
 
Report of Independent Registered Public Accounting Firm
 
To the Board of Trustees of ETF Managers Trust 
and the Shareholders of Etho Climate Leadership U.S. ETF:
 
We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Etho Climate Leadership U.S. ETF (the “Fund”) (a series of  ETF Managers Trust) as of September 30, 2017, the related statement of operations for the year then ended, and the statements of changes in net assets and financial highlights for the year then ended and the period from November 18, 2015 (commencement of operations) to September 30, 2016. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.
 
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of September 30, 2017 by correspondence with the custodian. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Etho Climate Leadership U.S. ETF series of ETF Managers Trust as of September 30, 2017, the results of its operations for the year then ended, and the changes in its net assets and its financial highlights for the year then ended and the period from November 18, 2015 (commencement of operations) to September 30, 2016, in conformity with accounting principles generally accepted in the United States of America.
 
/s/WithumSmith+Brown, PC
 
New York, NY
November 27, 2017
31

Etho Climate Leadership U.S. ETF
 
FREQUENCY DISTRIBUTION OF PREMIUMS AND DISCOUNTS (Unaudited)

Etho Climate Leadership U.S. ETF Closing Price vs. NAV
 
The following Frequency Distribution of Premiums and Discounts chart is provided to show the frequency at which the closing price for each Fund is at a premium or discount to its daily net asset value (NAV).  The chart presented represents past performance and cannot be used to predict future results.
 
   
Year Ended
 
Etho Climate Leadership U.S. ETF
 
September 30, 2017
 
Premium/Discount Range
 
Number
of Days
   
Percentage
of Total
Days
 
Greater than 1.00%
 
0
   
0
 
Greater Than or equal to 0.75% And Less Than 1.00%
 
1
   
0.4
 
Greater Than or Equal to 0.50% And Less Than 0.75%
 
1
   
0.4
 
Greater Than or Equal to 0.25% And Less Than 0.50%
 
27
   
10.7
 
Greater Than or Equal to 0.00% And Less Than 0.25%
 
153
   
61.0
 
Less Than or Equal to 0.0% And Greater Than -0.25%
 
63
   
25.1
 
Less Than or Equal to -0.25% And Greater Than -0.50%
 
6
   
2.4
 
Less Than or Equal to -0.50% And Greater Than -0.75%
 
0
   
0
 
Less Than or Equal to -0.75% And Greater Than -1.00%
 
0
   
0
 
Less than -1.00%
 
0
   
0
 
 
   
November 11, 2015*
 
   
through
 
Etho Climate Leadership U.S. ETF
 
September 30, 2016
 
         
Percentage
 
   
Number
   
of Total
 
Premium/Discount Range
 
of Days
   
Days
 
Greater than 1.00%
 
16
   
7.3
 
Greater Than or equal to 0.75% And Less Than 1.00%
 
2
   
0.9
 
Greater Than or Equal to 0.50% And Less Than 0.75%
 
14
   
6.4
 
Greater Than or Equal to 0.25% And Less Than 0.50%
 
24
   
11.0
 
Greater Than or Equal to 0.00% And Less Than 0.25%
 
90
   
41.1
 
Less Than or Equal to 0.0% And Greater Than -0.25%
 
55
   
25.1
 
Less Than or Equal to -0.25% And Greater Than -0.50%
 
9
   
4.1
 
Less Than or Equal to -0.50% And Greater Than -0.75%
 
5
   
2.3
 
Less Than or Equal to -0.75% And Greater Than -1.00%
 
3
   
1.4
 
Less than -1.00%
 
1
   
0.5
 
 
*First day of secondary market trading
32

Etho Climate Leadership U.S. ETF
 
APPROVAL OF ADVISORY AGREEMENT AND BOARD CONSIDERATIONS 
 
For the Year Ended September 30, 2017 (Unaudited)
 

Pursuant to Section 15(c) of the Investment Company Act of 1940 (the “1940 Act”), at a meeting held on June 14, 2017, the Board of Trustees (the “Board”) of ETF Managers Trust (the “Trust”) considered the renewal of the Investment Advisory Agreement (“Advisory Agreement”) between ETF Managers Group LLC (the “Adviser”) and the Trust, on behalf of Etho Climate Leadership U.S. ETF (“ETHO”) (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 meetings, the Board requests and reviews a wide variety of information from the Adviser.
 
In reaching this decision, the Board, including the Independent Trustees, considered all factors it believed relevant, including: (i) the nature, extent and quality of the services provided to the Fund’s shareholders by the Adviser; (ii) the investment performance of the Fund; (iii) the Adviser’s cost and profits they realize in providing their services, 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 fee 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 June 14, 2017, and throughout the year.  Among other things, the Adviser provided overviews of its advisory business, including its personnel. The information provided discussed the services provided by the Adviser. 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 Schiff Hardin LLP.  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 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.  The matters discussed were also considered separately by the Independent Trustees in executive session with Schiff Hardin LLP, at which no representatives of management were present.
 
Nature, Extent and Quality of Services Provided by the Adviser
The Trustees considered the scope of services provided under the Advisory Agreement, noting that the Adviser will be providing investment management services to the Fund. The Board discussed the responsibilities of the Adviser, including: responsibility for the general management of the day-to-day investment and reinvestment of the assets of the Fund; determining the daily baskets of deposit securities and cash components; executing portfolio security trades for purchases and redemptions of Fund shares conducted on a cash-in-lieu basis; responsibility for daily monitoring of tracking error and quarterly reporting to the Board; and implementation of Board directives as they relate to the Fund. In considering the nature, extent and quality of the services provided by the Adviser, the Board considered the quality of the Adviser’s compliance program.  The Board also considered the Adviser’s experience managing ETFs.  The Board considered the experience of the portfolio managers of the Fund.
33

Etho Climate Leadership U.S. ETF
 
APPROVAL OF ADVISORY AGREEMENT AND BOARD CONSIDERATIONS 
 
For the Year Ended September 30, 2017 (Unaudited)
 

The Board also considered other services provided to the Fund, such as overseeing the Fund’s service providers, monitoring adherence to the Fund’s investment restrictions, and monitoring compliance with various policies and procedures and with applicable securities laws.
 
Based on the factors above, as well as those discussed below, the Board concluded that it was satisfied with the nature, extent and quality of the services to be provided to the Fund by the Adviser.
 
Historical Performance
The Board then considered the past performance of the Fund. The Board reviewed information regarding the performance history of the Fund over various time periods, including the year-to-date period, the most recent one-year period and the periods since the Fund’s inception, each as of May 31, 2017.  The Board noted that the index-based investment objective of ETHO made analysis of investment performance, in absolute terms, less of a priority than that which normally attaches to the performance of actively managed funds. Instead, the Board focused on the extent to which ETHO tracked its underlying index.  The Board noted that the Adviser began managing the Fund on January 1, 2017.   The Board reviewed information regarding the Fund’s index tracking during the time it was managed by the Adviser, discussing, as applicable, factors which contributed to the Fund’s tracking error over certain periods of time.  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 at its quarterly meetings.  The Board concluded that, given the capabilities and experience of the Adviser’s personnel in managing ETFs, the Adviser would be able to continue to keep the Fund’s tracking error within acceptable ranges.
 
Cost of Services Provided and Economies of Scale
The Board reviewed the advisory fee for the Fund and compared it to the total operating expenses of other funds in the industry falling within the same style category.  The Board took into consideration management’s discussion of the fees, including that the Fund has a niche investment strategy and limited peer ETFs.
 
The Board also noted the importance of the fact that the advisory fee for the Fund was a “unified fee,” meaning that the shareholders of the Fund pay no expenses other than the advisory fee and certain other costs such as interest, brokerage and extraordinary expenses and, to the extent it is implemented, fees pursuant to a Distribution and/or Shareholder Servicing (12b-1) Plan.  The Board noted that the Adviser was responsible for compensating the Trust’s other service providers and paying the Fund’s other expenses out of its own fee and resources.  The Board also evaluated the compensation and benefits received by the Adviser from its relationship with the Fund, taking into account an analysis of the Adviser’s profitability provided at the meeting.  The Board concluded that the advisory fee for the Fund was fair and reasonable in light of the factors considered.
 
In addition, the Board considered whether economies of scale had been realized for the Fund.  The Board noted that the Adviser regularly considers whether fee reductions are appropriate as the Funds grow in size.  The Board concluded that the Fund had not reached a size where it had realized economies of scale that would warrant a fee reduction.  The Board noted that a unitary fee provides a level of certainty in expenses for the Fund. The Trustees concluded that the flat advisory fee was reasonable and appropriate.
34

Etho Climate Leadership U.S. ETF
 
APPROVAL OF ADVISORY AGREEMENT AND BOARD CONSIDERATIONS 
 
For the Year Ended September 30, 2017 (Unaudited)
 

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) agreed to renew the Advisory Agreement for another year.
35

Etho Climate Leadership U.S. ETF
 
SUPPLEMENTARY INFORMATION
September 30, 2017 (Unaudited)

FEDERAL TAX INFORMATION
(Unaudited)
 
Qualified Dividend Income/Dividends Received Deduction
 
For the fiscal year ended September 30, 2017, certain dividends paid by the Fund may be subject to a maximum tax rate of 15%, as provided for by the Jobs and Growth Tax Reconciliation Act of 2003.  The percentage of dividends declared from ordinary income designated as qualified dividend income was as follows:
 
Fund Name
QDI
Etho Climate Leadership U.S. ETF
86.38%
 
For corporate shareholders, the percent of ordinary income distributions qualifying for the corporate dividends received deduction for the fiscal year ended September 30, 2017 was as follows:
 
Fund Name
DRD
Etho Climate Leadership U.S. ETF
85.09%
 
Short Term Capital Gain
 
The percentage of taxable ordinary income distributions that are designated as short-term capital gain distributions under Internal Revenue Section 871 (k)(2)(C) for the Fund was as follows:
 
Fund Name
Short-Term Capital Gain
Etho Climate Leadership U.S. ETF
26.42%
36

Etho Climate Leadership U.S. ETF
 
SUPPLEMENTARY INFORMATION
September 30, 2017 (Unaudited)

INFORMATION ABOUT PORTFOLIO HOLDINGS
(Unaudited)
 
The Fund files a Form N-Q with the Securities and Exchange Commission (the ‘‘SEC’’) no more than sixty days after the Fund’s first and third fiscal quarters. For the Fund, this would be for the fiscal quarters ending June 30 and December 31. Form N-Q includes a complete schedule of the Funds’ portfolio holdings as of the end of those fiscal quarters. The Fund’s N-Q filings can be found free of charge on the SEC’s website at http://www.sec.gov, or they may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. (call 800-SEC-0330 for information on the operation of the Public Reference Room). The Fund’s portfolio holdings are posted on the Fund’s website at www.ethoetf.com daily.
 
INFORMATION ABOUT PROXY VOTING
(Unaudited)
 
A description of the policies and procedures the Fund uses to determine how to vote proxies relating to portfolio securities is provided in the Statement of Additional Information (“SAI”). The SAI is available without charge upon request by calling toll-free at 1-844-ETF-MGRS (1-844-383-6477), by accessing the SEC’s website at www.sec.gov, or by accessing the Fund’s website at www.ethoetf.com.
 
Information regarding how the Fund voted proxies relating to portfolio securities during the period ending June 30 is available by calling toll-free at 1-844-ETF-MGRS (1-844-383-6477) or by accessing the SEC’s website at www.sec.gov.
 
Carefully consider the Fund’s investment objectives, risk factors, charges, and expenses before investing. This and additional information can be found in the Fund’s prospectus, which may be obtained by calling 1-844-ETF-MGRS (1-844-383-6477) or by visiting www.ethoetf.com. Read the prospectus carefully before investing.
37

Etho Climate Leadership U.S. ETF
 
EXPENSE EXAMPLE          
For the Period Ended September 30, 2017 (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 (April 1, 2017 to September 30, 2017).
 
Actual Expenses
The first line of the table provides information about actual account values based on actual returns and actual expenses.  You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period.  Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then, multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
 
Hypothetical Example for Comparison Purposes
The second line of the table provides information about hypothetical account values based on a hypothetical return and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds.  To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.  Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as brokerage commissions paid on purchases and sales of Fund shares.  Therefore, the second line of the table is useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds.  If these transactional costs were included, your costs would have been higher.
 
Etho Climate Leadership U.S. ETF
 
 
Beginning
Account Value
April 1, 2017
   
Ending
Account Value
September 30,
2017
   
Expenses Paid
During the
Period^
 
Actual
 
$1,000.00
   
$1,094.80
   
$2.36
 
 
                 
Hypothetical (5% annual)
 
$1,000.00
   
$1,022.81
   
$2.28
 
 
^ The dollar amounts shown as expenses paid during the period are equal to the annualized six-month expense ratio multiplied by the average account value during the period, multiplied by 183/365 (to reflect the period from April 1, 2017 to September 30, 2017).
38

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, Summit, New Jersey 07901.
 
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 and Chief Compliance Officer, Factor Advisors, LLC (since 2012); President and Chief Executive Officer, Factor Capital Management LLC (since 2012); President and Chief Executive Officer, GENCAP Ventures, LLC (holding company) (2012–2013); Chief Executive Officer, MacroMarkets LLC (exchange traded funds) (2005–2011); President, Chief Executive and Chief Compliance Officer, Macro Financial (financial services) (2005–2011).
 
9
None
Reshma J. Amin (1978)
   
Chief Compliance Officer (since 2016)
   
Chief Compliance Officer, Exchange Traded Managers Group, LLC (since 2016); Partner, Crow & Cushing (2007–2016).
 
n/a
n/a
    
John A. Flanagan (1946)
   
Treasurer (since 2015)
   
President, John A. Flanagan CPA, LLC (accounting services) (since 2010); Chief Financial Officer, Exchange Traded Managers Group, LLC (since 2015); Principal Financial Officer, ETF Managers Capital, LLC (commodity pool operator) (since 2014); Chief Financial Officer, Macromarkets LLC (exchange traded funds) (2007–2010)
 
n/a
n/a
          
* Mr. Masucci is an interested Trustee by virtue of his role as the Chief Executive Officer of the Adviser.
39

Etho Climate Leadership U.S. ETF
 
Board of Trustees (Continued)

Name
and
Year of Birth
   
Position(s)
Held with
the Trust,
Term of
Office and
Length of
Time Served
   
Principal
Occupation(s)
During Past
5 Years
 
Number of
Portfolios in
Fund Complex
Overseen By
Trustee
Other
Directorships
Held by
Trustee
During Past
5 Years
           
Independent Trustees
     
John W. Southard (1969)
   
Trustee
(since 2012)
   
Director and Co-Founder, T2 Capital Management, 2010 to present; Co-Founder and Head of Research and Trading, PowerShares Capital Management, 2002 to 2009.
 
9
None
Terry Loebs (1963)
   
Trustee
(since 2014)
   
Founder and Managing Member, Pulsenomics LLC (index product development and consulting firm) (since 2011); Managing Director, MacroMarkets, LLC (exchange-traded products firm) (2006–2011).
 
9
None
40

Etho Climate Leadership U.S. ETF
 
ETF MANAGERS TRUST
 
Privacy Policy and Procedures
 
ETF Managers Trust, (the “Trust”) has adopted the following privacy policies in order to safeguard the personal information of the Trust’s customers and consumers in accordance with Regulation S-P as promulgated by the U.S. Securities and Exchange Commission.
 
Trust officers are responsible for ensuring that the following policies and procedures are implemented:
 
1)
The Trust is committed to protecting the confidentiality and security of the information they collect and will handle personal customer and consumer information only in accordance with Regulation S-P and any other applicable laws, rules and regulations2.  The Trust will ensure: (a) the security and confidentiality of customer records and information; (b) that customer records and information are protected from any anticipated threats and hazards; and (c) that customer records and information are protected from unauthorized access or use.
 
2)
The Trust conducts its business affairs through its trustees, officers and third parties that provide services pursuant to agreements with the Trust.  The Trust has no employees.  It is anticipated that the trustees and officers of the Trust who are not employees of service providers of the Trust will not have access to customer records and information in the performance of their normal responsibilities for the Trust.
 
3)
The Trust may share customer information with its affiliates, subject to the customers’ right to prohibit such sharing.
 
4)
The Trust may share customer information with unaffiliated third parties only in accordance with the requirements of Regulation S-P.  Pursuant to this policy, the Trust will not share customer information with unaffiliated third parties other than as permitted by law, unless authorized to do so by the customer.
 
Consistent with these policies, the Trust has adopted the following procedures:
 
1)
The Trust will determine that the policies and procedures of its affiliates and Service Providers are reasonably designed to safeguard customer information and only permit appropriate and authorized access to and use of customer information through the application of appropriate administrative, technical and physical protections.
 
2)
The Trust will direct each of its Service Providers to adhere to the privacy policy of the Trust and to its privacy policies with respect to all customer information of the Trust and to take all actions reasonably necessary so that the Trust is in compliance with the provisions of Regulation S-P, including, as applicable, the development and delivery of privacy notices and the maintenance of appropriate and adequate records.
 
3)
The Trust requires its Service Providers to provide periodic reports to the Trust’s Board of Trustees outlining their privacy policies and the implementation of such policies.  Each Service Provider is required to promptly report to the Trust’s Board any material changes to its privacy policy before, or promptly after, the adoption of such changes.
 

2 Generally, the Funds have institutional clients which are not considered “customers” for purposes of regulation S-P.
41

Advisor
ETF Managers Group, LLC
30 Maple Street, Suite 2, Summit, NJ 07901
 
Distributor
ETFMG Financial, Inc.
30 Maple Street, Suite 2, Summit, NJ 07901
 
Custodian
U.S. Bank National Association
 Custody Operations
1555 North River Center Drive, Suite 302, Milwaukee, Wisconsin 53212
 
Transfer Agent
U.S. Bancorp Fund Services, LLC
615 East Michigan Street, Milwaukee, Wisconsin 53202
 
Securities Lending Agent
U.S Bank, National Association
Securities Lending
800 Nicolet Mall, Minneapolis, MN 55402-7020
 
Independent Registered Public Accounting Firm
WithumSmith + Brown, PC
1411 Broadway, 9th Floor, New York, NY 10018
 
Legal Counsel
Sullivan & Worcester LLP
1666 K Street NW, Washington, DC 20006

 

 
 
Annual Report
September 30, 2017
   
Spirited Funds/ETFMG Whiskey & Spirits ETF
Ticker: WSKY
 

 
 
The Fund is a series of ETF Managers Trust.

Spirited Funds/ETFMG Whiskey & Spirits ETF
 
TABLE OF CONTENTS
September 30, 2017
  
 
Page
3
   
4
   
6
   
7
   
8
   
10
   
11
   
12
   
13
   
14
   
22
   
23
   
24
   
25
   
27
   
28
   
28
   
29
1

(This Page Intentionally Left Blank)
2

Spirited Funds/ETFMG Whiskey & Spirits ETF
 
Dear Shareholder,
 
On behalf of the entire team, we want to express our appreciation for the confidence you have placed in the Spirited Funds/ETFMG Whiskey & Spirits Exchange-Traded Fund (“WSKY” or the “Fund”). The following information pertains to the Fund’s initial fiscal period from October 11, 2016, the Fund’s inception, to September 30, 2017.
 
The Fund saw positive performance during the fiscal year ended September 30, 2017. The Fund NAV reflected a positive return of 18.22% while the Spirited Funds/ETFMG Whiskey & Spirits Index (“Index”), the Fund’s benchmark, was up 19.96% over the same period. The difference was primarily attributable to Fund expenses that are not a part of the Index.
 
For the period ended September 30, 2017, the best performing securities in the Fund were Stock Spirits Group (up 86.20%), LMVH Moet Hennessy (up 56.69%), and MGP Ingredients (up 48.55%). The worst performing securities in the Fund were Bohae Brewery (down -20.33%), Distell Group Ltd. (down -18.07%), and Kook Soon Dang Brewery (down -10.34%).
 
You can find further details about WSKY by visiting www.spiritedfunds.com, or by calling 1-844-ETF-MGRS. (1-844-383-6477).
 
Sincerely,
 
 
Samuel Masucci III
Chairman of the Board
 
Samuel Masucci III is a registered representative of ETFMG Financial, LLC.
3

Spirited Funds/ ETFMG Whiskey & Spirits ETF
Growth of $10,000 (Unaudited)
 
   
        
Since
Cumulative Returns
 
6 Months
 
Inception
Period Ended September 30, 2017
 
Return
 
(10/11/2016)
Spirited Funds/ ETFMG Whiskey & Spirits ETF (NAV)
   
12.42
%
   
18.22
%
Spirited Funds/ ETFMG Whiskey & Spirits ETF (Market)
   
15.92
%
   
22.44
%
S&P 500 Index
   
7.71
%
   
20.28
%
Spirited Funds/ETFMG Whiskey & Spirits Index
   
14.18
%
   
19.96
%
                 
Total Fund Operating Expenses1
           
0.60
%
1. The expense ratio is taken from the Fund’s most recent prospectus dated May 1, 2017. Effective May 1, 2017, the Fund’s Unitary fees went from 0.75% to 0.60% 
 
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 sold, 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 11, 2016, and is not intended to imply any future performance. The returns shown do not reflect the reduction 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 unmanaged indices do not reflect fees and are not available for direct investment.
4

Spirited Funds/ETFMG Whiskey & Spirits ETF
Top Ten Holdings*
 
 
 
 
Security
 
% of Total
Investments†
1
 
Diageo PLC
18.42%
2
 
Pernod Ricard SA
8.17%
3
 
LVMH Moet Hennessy Louis Vuitton SE
5.34%
4
 
MGP Ingredients, Inc.
5.22%
5
 
Brick Brewing Co. Ltd.
5.12%
6
 
Thai Beverage PLC
4.75%
7
 
Remy Cointreau SA
4.75%
8
 
Corby Spirit and Wine Ltd.
4.74%
9
 
Radico Khaitan Ltd.
4.74%
10
 
United Spirits Ltd.
4.72%
Top Ten Holdings = 65.97% of Total Investments†
* Current portfolio holdings may not be indicative of future fund holdings.
† Percentage of total investments less cash.
5

Spirited Funds/ETFMG Whiskey & Spirits 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.
 
Spirited Funds/ETFMG Whiskey & Spirits ETF seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of the Spirited Funds/ETFMG Whiskey & Spirits Index (the “Index”). The Index is comprised of core companies that are principally engaged in the production, distillation, storage, or aging of whiskey and non-core companies that derive a portion of their revenue from whiskey and spirits.
 
The industries in which Bourbon and Whiskey Economy Companies operate are very competitive and companies in such industries are subject to a number of risks. Demographic and product trends, changing consumer preferences, nutritional and health-related concerns, competitive pricing, marketing campaigns, environmental factors, adverse changes in general economic conditions, government regulation, food inspection and processing control, consumer boycotts, risks of product tampering, product liability claims, and the availability and expense of liability insurance can affect the demand for, and success of, such companies’ products in the marketplace. Such companies also face risks associated with changing market prices as a result of, among other things, changes in government support and trading policies and agricultural conditions influencing the growth and harvest seasons.
 
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, typically consisting of aggregations of 50,000 shares.
6

Spirited Funds/ETFMG Whiskey & Spirits ETF
    
PORTFOLIO ALLOCATIONS
As of September 30, 2017 (Unaudited)
   
Spirited
 
   
Funds/ETFMG
 
   
Whiskey &
 
   
Spirits ETF
 
As a percent of Net Assets:
     
Canada
   
9.8
%
Chile
   
1.0
 
France
   
22.7
 
India
   
9.4
 
Ireland
   
1.0
 
Italy
   
4.6
 
Japan
   
3.7
 
Mexico
   
1.0
 
Philippines
   
1.1
 
Republic of Korea
   
4.0
 
South Africa
   
4.6
 
Thailand
   
4.7
 
United Kingdom
   
19.5
 
United States
   
12.4
 
Short-Term and other Net Assets (Liabilities)
   
0.5
 
     
100.0
%
7

Spirited Funds/ETFMG Whiskey & Spirits ETF
 
Schedule of Investments
September 30, 2017

             
   
Shares
   
Fair
Value
 
COMMON STOCKS - 99.5%
           
Canada - 9.8%
           
Beverages - 9.8%
           
Brick Brewing Co. Ltd. (a)
   
101,087
   
$
299,757
 
Corby Spirit and Wine Ltd. (a)
   
16,038
     
277,508
 
Total Beverages
           
577,265
 
Chile - 1.0%
               
Beverages - 1.0%
               
Cia Cervecerias Unidas SA - ADR
   
2,210
     
59,515
 
France - 22.7%
               
Beverages - 17.4%
               
Marie Brizard Wine & Spirits SA (a)
   
15,818
     
265,098
 
Pernod Ricard SA
   
3,457
     
478,244
 
Remy Cointreau SA
   
2,348
     
278,064
 
Total Beverages
           
1,021,406
 
Textiles, Apparel & Luxury Goods - 5.3%
               
LVMH Moet Hennessy Louis Vuitton SE
   
1,133
     
312,609
 
Total France
           
1,334,015
 
India - 9.4%
               
Beverages - 9.4%
               
Radico Khaitan Ltd.
   
108,592
     
277,132
 
United Spirits Ltd. (a)
   
7,530
     
276,398
 
Total Beverages
           
553,530
 
Ireland - 1.0%
               
Beverages - 1.0%
               
C&C Group PLC
   
16,507
     
59,504
 
Italy - 4.6%
               
Beverages - 4.6%
               
Davide Campari-Milano SpA
   
37,537
     
272,399
 
Japan - 3.7%
               
Beverages - 3.7%
               
Asahi Group Holdings Ltd.
   
1,800
     
72,880
 
Kirin Holdings Co. Ltd.
   
3,400
     
80,011
 
Takara Holdings, Inc.
   
7,000
     
63,888
 
Total Beverages
           
216,779
 
Mexico - 1.0%
               
Beverages - 1.0%
               
Becle SAB de CV (a)
   
35,956
     
60,302
 
Philippines - 1.1%
               
Beverages - 1.1%
               
Emperador, Inc.
   
442,600
     
63,080
 
 
The accompanying notes are an integral part of these financial statements.
8

Spirited Funds/ETFMG Whiskey & Spirits ETF
 
Schedule of Investments
September 30, 2017 (Continued)

         
Fair
 
   
Shares
   
Value
 
Republic of Korea - 4.0%
           
Beverages - 4.0%
           
Bohae Brewery Co Ltd. (a)
   
72,379
   
$
59,339
 
Hite Jinro Co Ltd.
   
2,735
     
62,802
 
Kook Soon Dang Brewery Co Ltd.
   
11,602
     
58,752
 
Lotte Chilsung Beverage Co Ltd.
   
45
     
53,198
 
Total Beverages
           
234,091
 
South Africa - 4.6%
               
Beverages - 4.6%
               
Distell Group Ltd.
   
28,805
     
270,715
 
Thailand - 4.7%
               
Beverages - 4.7%
               
Thai Beverage PLC
   
419,131
     
278,092
 
United Kingdom - 19.5%
               
Beverages - 19.5%
               
Diageo PLC
   
32,800
     
1,078,141
 
Stock Spirits Group PLC
   
20,822
     
66,963
 
Total Beverages
           
1,145,104
 
                 
United States - 12.4%
               
Beverages - 12.4%
               
Brown-Forman Corp.
   
5,069
     
275,247
 
Constellation Brands, Inc. (a)
   
738
     
147,194
 
MGP Ingredients, Inc.
   
5,035
     
305,272
 
Total Beverages
           
727,713
 
TOTAL COMMON STOCKS (Cost $5,548,551)
           
5,852,104
 
                 
Total Investments (Cost $5,548,551) - 99.5%
           
5,852,104
 
Other Assets in Excess of Liabilities - 0.5%
           
28,291
 
TOTAL NET ASSETS - 100.0%
         
$
5,880,395
 
 
Percentages are stated as a percent of net assets.
 
ADR
American Depositary Receipt
(a)
Non-income producing security.
 
The Global Industry Classification Standard (GICS®) was developed by and/or is the exclusive property of MSCI, Inc. and Standard & Poor’s Financial Services LLC (“S&P”).  GICS® is a service mark of MSCI, Inc. and S&P and has been licensed for use by the Fund’s Administrator, U.S. Bancorp Fund Services, LLC.
 
The accompanying notes are an integral part of these financial statements.
9

Spirited Funds/ETFMG Whiskey & Spirits ETF
 
STATEMENT OF ASSETS AND LIABILITIES
As of September 30, 2017

   
Spirited
Funds/
ETFMG
Whiskey &
Spirits ETF
 
ASSETS
     
Investments in securities, at fair value*
 
$
5,852,104
 
Foreign currency
   
3,918
 
Receivables:
       
Dividends and interest receivable
   
19,319
 
Receivable for investments sold
   
86,203
 
Total Assets
   
5,961,544
 
         
LIABILITIES
       
Payables:
       
Payable for investments purchased
   
78,343
 
Management fees payable
   
2,806
 
Total Liabilities
   
81,149
 
Net Assets
 
$
5,880,395
 
         
NET ASSETS CONSIST OF:
       
Paid-in Capital
 
$
5,559,637
 
Undistributed net investment income
   
8,766
 
Accumulated net realized gain on investments
   
7,867
 
Net unrealized appreciation on:
       
Investments in securities
   
303,553
 
Foreign currency and translation of other assets and liabilities in foreign currency
   
572
 
Net Assets
 
$
5,880,395
 
         
*Identified Cost:
       
Investments in securities
 
$
5,548,551
 
Foreign currency
   
3,346
 
         
Shares Outstanding^
   
200,000
 
Net Asset Value, Offering and Redemption Price per Share
 
$
29.40
 
^No par value, unlimited number of shares authorized.
 
The accompanying notes are an integral part of these financial statements.
10

Spirited Funds/ETFMG Whiskey & Spirits ETF
 
STATEMENT OF OPERATIONS
For the period ended September 30, 2017

   
Spirited
Funds/
ETFMG
Whiskey &
Spirits ETF1
 
INVESTMENT INCOME
     
Income:
     
Dividends from unaffiliated securities (net of foreign withholdings tax of $5,078)
 
$
62,191
 
Interest
   
45
 
Securities lending income
   
93
 
Total Investment Income
   
62,329
 
Expenses:
       
Management fees
   
20,247
 
Net Investment Income
   
42,082
 
REALIZED & UNREALIZED GAIN ON INVESTMENTS
       
Net Realized Gain (Loss) on:
       
Unaffiliated investments
   
1,446
 
In-Kind redemptions
   
198,439
 
Foreign currency and foreign currency translation
   
(21,384
)
Net Realized Gain on Investments and Foreign Currency
   
178,501
 
Net Change in Unrealized Appreciation of:
       
Unaffiliated investments
   
303,553
 
Foreign currency and foreign currency translation
   
572
 
Net Change in Unrealized Appreciation of Investments and Foreign Currency
   
304,125
 
Net Realized and Unrealized Gain on Investments
   
482,626
 
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS
 
$
524,708
 
 
1
Fund commenced operations on October 11, 2016. The information presented is for the period from October 11, 2016 to September 30, 2017.
 
The accompanying notes are an integral part of these financial statements.
11

Spirited Funds/ETFMG Whiskey & Spirits ETF
 
STATEMENT OF CHANGES IN NET ASSETS

   
Period Ended
September 30,
2017*
 
OPERATIONS
     
Net investment income
 
$
42,082
 
Net realized gain on investments
   
178,501
 
Net change in unrealized appreciation of investments
   
304,125
 
Net increase in net assets resulting from operations
   
524,708
 
DISTRIBUTIONS TO SHAREHOLDERS
       
From net investment income
   
(22,801
)
         
CAPITAL SHARE TRANSACTIONS
       
Net increase in net assets derived from net change in outstanding shares (a)
   
5,373,635
 
Transaction Fees (Note 1)
   
4,853
 
Net increase in net assets from capital chare transactions
   
5,378,488
 
Net increase in net assets
   
5,880,395
 
NET ASSETS
       
Beginning of Period
   
 
End of Period
 
$
5,880,395
 
Undistributed net investment income
 
$
8,766
 
 
(a) Summary of share transactions is as follows:
 
   
Period Ended
 
   
September 30, 2017*
 
   
Shares
   
Amount
 
Shares Sold
   
350,000
   
$
9,624,840
 
Transaction Fees (Note 1)
   
     
4,853
 
Shares Redeemed
   
(150,000
)
   
(4,251,205
)
Net Transactions in Fund Shares
   
200,000
   
$
5,378,488
 
Beginning Shares
   
         
Ending Shares
   
200,000
         
 
*
Fund commenced operations on October 11, 2016. The information presented is for the period from October 11, 2016 to September 30, 2017.
 
The accompanying notes are an integral part of these financial statements.
12

Spirited Funds/ETFMG Whiskey & Spirits ETF
 
FINANCIAL HIGHLIGHTS
For a capital share outstanding throughout the period

   
Period
Ended
September
30, 20171
 
Net Asset Value, Beginning of Period
 
$
25.00
 
Income from Investment Operations:
       
Net investment income2
   
0.36
 
Net realized and unrealized gain on investments
   
4.06
 
Total from investment operations
   
4.42
 
Less Distributions:
       
Distributions from net investment income
   
(0.02
)
Total distributions
   
(0.02
)
Net asset value, end of period
 
$
29.40
 
Total Return
   
18.22
% 3
         
Ratios/Supplemental Data:
       
Net assets at end of period (000’s)
 
$
5,880
 
Expenses to Average Net Assets
   
0.67
% 4
Net Investment Income to Average Net Assets
   
1.40
% 4
Portfolio Turnover Rate
   
96
% 3
 
1
Commencement of operations on October 11, 2016.
2
Calculated based on average shares outstanding during the period.
3
Not annualized.
4
Annualized.
 
The accompanying notes are an integral part of these financial statements.
13

Spirited Funds/ETFMG Whiskey & Spirits ETF
 
NOTES TO FINANCIAL STATEMENTS
September 30, 2017 (Continued)

NOTE 1 – ORGANIZATION
 
The Spirited Funds/ETFMG Whiskey & Spirits 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 Spirited Funds/ETFMG Whiskey & Spirits Index.  The Fund’s inception was on October 11, 2016.
 
The Fund currently offers one class of shares, which has no front end sales load, no deferred sales charges, and no redemption fees. The Fund may issue an unlimited number of shares of beneficial interest, with no par value. All shares of the Fund have equal rights and privileges.
 
Shares of the Fund are listed and traded on the NYSE Arca, Inc. Market prices for the Shares may be different from their net asset value (“NAV”). The Fund issues and redeems Shares on a continuous basis at NAV only in blocks of 50,000 shares, called “Creation Units.” Creation Units are issued and redeemed principally in-kind for securities included in a specified Index. Once created, Shares generally trade in the secondary market at market prices that change throughout the day in quantities less than a Creation Unit. Except when aggregated in Creation Units, Shares are not redeemable securities of a Fund. Shares of a Fund may only be purchased or redeemed by certain financial institutions (“Authorized Participants”). An Authorized Participant is either (i) a broker-dealer or other participant in the clearing process through the Continuous Net Settlement System of the National Securities Clearing Corporation or (ii) a DTC participant and, in each case, must have executed a Participant Agreement with the Distributor. Most retail investors do not qualify as Authorized Participants nor have the resources to buy and sell whole Creation Units. Therefore, they are unable to purchase or redeem the Shares directly from a Fund. Rather, most retail investors may purchase Shares in the secondary market with the assistance of a broker and are subject to customary brokerage commissions or fees.
 
Authorized Participants transacting in Creation Units for cash may pay an additional variable charge to compensate the relevant Fund for certain transaction costs (i.e., brokerage costs) and market impact expenses relating to investing in portfolio securities. Such variable charges, if any, are included in “Transaction Fees” in the statement of changes in net assets.
 
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES
 
The following is a summary of significant accounting policies consistently followed by the Fund. These policies are in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
 
The Fund follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board Accounting Standard Codification Topic 946 Financial Services – Investment Companies.
 
The Fund may invest in certain other investment companies (underlying funds). For specific investments in underlying funds, please refer to the complete schedule of portfolio holdings on Form N-CSR(S) for this reporting period, which is filed with the U.S. Securities and Exchange Commission (SEC). For more information about the underlying Fund’s operations and policies, please refer to those Funds’ semiannual and annual reports, which are filed with the SEC.
14

Spirited Funds/ETFMG Whiskey & Spirits ETF
 
NOTES TO FINANCIAL STATEMENTS
September 30, 2017 (Continued)

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

 
Securities for which quotations are not readily available are valued at their respective fair values as determined in good faith by the Board of Trustees (the “Board”). When a security is “fair valued,” consideration is given to the facts and circumstances relevant to the particular situation, including a review of various factors set forth in the pricing procedures adopted by the Fund’s Board. The use of fair value pricing by a fund may cause the net asset value of its shares to differ significantly from the net asset value that would be calculated without regard to such considerations. As of September 30, 2017, the Fund did not hold any fair valued securities.
 
 
As described above, the Fund utilizes various methods to measure the fair value of its investments on a recurring basis. U.S. GAAP establishes a hierarchy that prioritizes inputs to valuation methods. The three levels of inputs are:
 
Level 1
 Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access.
 
Level 2
Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.
 
Level 3
Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available; representing the Fund’s own assumptions about the assumptions a market participant would use in valuing the asset or liability and would be based on the best information available.
 
 
The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.
 
 
The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety, is determined based on the lowest level input that is significant to the fair value measurement in its entirety.
15

Spirited Funds/ETFMG Whiskey & Spirits ETF
 
NOTES TO FINANCIAL STATEMENTS
September 30, 2017 (Continued)

 
The following is a table that presents a summary of the Fund’s investments in securities, at fair value as of September 30, 2017:
 
Spirited Funds/ETFMG Whiskey & Spirits ETF
Assets^
 
Level 1
   
Level 2
   
Level 3
   
Total
 
Common Stocks
 
$
5,852,104
   
$
   
$
   
$
5,852,104
 
Short-Term Investments
   
     
     
     
 
Total Investments in Securities
 
$
5,852,104
   
$
   
$
   
$
5,852,104
 
 
^ See Schedule of Investments for classifications by sector or country.
 
There were no transfers between Levels 1, 2 and 3 during the period ended September 30, 2017.  Transfers between levels are recognized at the end of the reporting period.
 
B.
Federal Income Taxes. The Fund intends to elect to be taxed as a “regulated investment company” and intends to distribute substantially all taxable income to its shareholders and otherwise comply with the provisions of the Internal Revenue Code applicable to regulated investment companies. Therefore, no provisions for federal income taxes or excise taxes have been made.
 
 
To avoid imposition of the excise tax applicable to regulated investment companies, the Fund intends to declare each year as dividends, in each calendar year, at least 98.0% of its net investment income (earned during the calendar year) and 98.2% of its net realized capital gains (earned during the twelve months ended October 31) plus undistributed amounts, if any, from prior years.
 
 
Net capital losses incurred after October 31, within the taxable year are deemed to arise on the first business day of the Fund’s next taxable year.
 
 
The Fund recognizes the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities. The Fund has analyzed its tax position and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions expected to be taken in the Fund’s 2017 tax returns. The Fund identifies its major tax jurisdictions as U.S. Federal, the State of New Jersey, and the State of Delaware; however the Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months.
 
 
As of September 30, 2017, management has reviewed the tax positions for open periods (for federal purposes, three years from the date of filing and for state purposes, four years from the date of filing) as applicable to the Fund and has determined that no provision for income tax is required in the Fund’s financial statements.
 
C.
Security Transactions and Investment Income. Investment securities transactions are accounted for on the trade date. Gains and losses realized on sales of securities are determined on a specific identification basis. Discounts/premiums on debt securities purchased are accreted/amortized over the life of the respective securities using the effective interest method. Dividend income is recorded on the ex-dividend date. Interest income is recorded on an accrual basis. Income, including gains, from investments in foreign securities received by the Fund may be subject to income, withholding or other taxes imposed by foreign countries.
16

Spirited Funds/ETFMG Whiskey & Spirits ETF
 
NOTES TO FINANCIAL STATEMENTS
September 30, 2017 (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 may be declared and paid from the Fund on a quarterly basis.  Net realized gains on securities of the Fund normally are declared and paid on an annual basis. Distributions are recorded on the ex-dividend date.
 
F.
Use of Estimates. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.
 
G.
Share Valuation. The net asset value (“NAV”) per share of the Fund is calculated by dividing the sum of the value of the securities held by the Fund, plus cash and other assets, minus all liabilities (including estimated accrued expenses) by the total number of shares outstanding for the Fund, rounded to the nearest cent. The Fund’s shares will not be priced on the days on which the NYSE is closed for trading.  The offering and redemption price per share for the Fund is equal to the Fund’s net asset value per share.
 
H.
Guarantees and Indemnifications. In the normal course of business, the Fund enters into contracts with service providers that contain general indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.
 
NOTE 3 – RISK FACTORS
 
Investing in Spirited Funds/ETFMG Whiskey & Spirits 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 the 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 respective index.
17

Spirited Funds/ETFMG Whiskey & Spirits ETF
 
NOTES TO FINANCIAL STATEMENTS
September 30, 2017 (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.
 
Concentration Risk. To the extent that the Fund or its working index’s portfolio is concentrated in the securities of issuers in a particular market, industry, group of industries, sector or asset class, the Fund may be adversely affected by the performance of those securities, may be subject to increased price volatility and may be more vulnerable to adverse economic, market, political or regulatory occurrences affecting that market, industry, group of industries, sector or asset class.
 
NOTE 4 – COMMITMENTS AND OTHER RELATED PARTY TRANSACTIONS.
 
ETF Managers Group, LLC (the “Advisor”), serves as the investment advisor to the Fund. Pursuant to an Investment Advisory Agreement (“Advisory Agreement”) between the Trust, on behalf of the Fund, and the Advisor, the Advisor provides investment advice to the Fund and oversees the day-today operations of the Fund, subject to the direction and control of the Board and the officers of the Trust.
 
Under the Investment Advisory Agreement with the Fund, the Advisor has overall responsibility for the general management and administration of the Fund and arranges for sub-advisory, transfer agency, custody, fund administration, securities lending, and all other non-distribution related services necessary for the Fund to operate. The Advisor bears the costs of all advisory and non-advisory services required to operate the Fund, in exchange for a single unitary fee. For services provided the Fund pays the Advisor at an annual rate of, previously at 0.75% from October 12, 2016 to May 1, 2017, of the Fund’s average daily net assets. The Advisor has an agreement with, and is dependent on, a third party to pay the Fund’s expenses in excess of 0.60% of the Fund’s average daily net assets. Additionally, under the Investment Advisory Agreement, the Advisor has agreed to pay all expenses of the Fund, except for: the fee paid to the Advisor pursuant to the Investment Advisory Agreement, interest charges on any borrowings, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, extraordinary expenses, and distribution (12b-1) fees and expenses (collectively, “Excluded Expenses”). The Advisor has entered into an Agreement with with Spirited Funds, LLC (the “Sponsor”), under which the Sponsor agrees to sublicense the use of the Underlying Index to the Advisor. The Sponsor also provides marketing support for the Fund, including distributing marketing materials related to the Fund. Spirited Funds, LLC is a privately held business focused on bringing exchange-traded investment products to investors in the U.S. The Sponsor does not make investment decisions, provide investment advice, or otherwise act in the capacity of an investment adviser to the Fund. Additionally, the Sponsor is not involved in the maintenance of the Underlying Index and does not otherwise act in the capacity of an index provider.
 
US Bancorp Fund Services, LLC (the “Administrator”) provides fund accounting, fund administration, and transfer agency services to the Fund. The Advisor compensates the Administrator for these services under an administration agreement between the two entities.
 
The Advisor pays each independent Trustee a quarterly fee for service to the Fund. Each Trustee is also reimbursed by the Advisor for all reasonable out-of-pocket expenses incurred in connection with his duties as Trustee, including travel and related expenses incurred in attending Board meetings.
18

Spirited Funds/ETFMG Whiskey & Spirits ETF
 
NOTES TO FINANCIAL STATEMENTS
September 30, 2017 (Continued)

NOTE 5 – DISTRIBUTION PLAN
 
The Fund has adopted a Plan of Distribution pursuant to Rule 12b-1 under the 1940 Act. Under the Plan, the Fund may pay compensation to the Distributor or any other distributor or financial institution with which the Trust has an agreement with respect to the Fund, with the amount of such compensation not to exceed an annual rate of 0.25% of each Fund’s daily average net assets. For the period ended September 30, 2017, 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 September 30, 2017 are as follows:
 
   
Purchases
   
Sales
 
Spirited Funds/ETFMG Whiskey & Spirits ETF
 
$
3,034,629
   
$
5,232,879
 

The costs of purchases and sales of in-kind transactions associated with creations and redemptions for the period ended September 30, 2017 are as follows:
 
   
Purchases
In-Kind
   
Sales
In-Kind
 
Spirited Funds/ETFMG Whiskey & Spirits ETF
 
$
8,708,015
   
$
1,161,099
 
 
Purchases in-kind are the aggregate of all in-kind purchases and sales in-kind are the aggregate of all proceeds from in-kind sales. Net capital gains or losses resulting from in-kind redemptions are excluded from the Fund’s taxable gains and are not distributed to shareholders.
 
There were no purchases or sales of U.S. Government obligations for the period ended September 30, 2017.
 
NOTE 7 – SECURITIES LENDING
 
The Fund may lend up to 331/3% of the value of the securities in its portfolio to brokers, dealers and financial institutions (but not individuals) under terms of participation in a securities lending program administered by U.S. Bank N.A. (“the Custodian”). The securities lending agreement requires that loans are collateralized at all times in an amount equal to at least 102% of the value of any loaned securities at the time of the loan, plus accrued interest. The Fund receives compensation in the form of fees and earns interest on the cash collateral. The amount of fees depends on a number of factors including the type of security and length of the loan. The Fund continues to receive interest payments or dividends on the securities loaned during the borrowing period. Gain or loss in the fair value of securities loaned that may occur during the term of the loan will be for the account of the Fund. The Fund has the right under the terms of the securities lending agreement to recall the securities from the borrower on demand. The cash collateral is invested by the Custodian in accordance with approved investment guidelines. Those guidelines require the cash collateral to be invested in readily marketable, high quality, short-term obligations; however, such investments are subject to risk of payment delays or default on the part of the issuer or counterparty or otherwise may not generate sufficient interest to support the costs associated with securities lending. The Fund could also experience delays in recovering its securities and possible loss of income or value if the borrower fails to return the borrowed securities, although the Fund is indemnified from this risk by contract with the securities lending agent.
19

Spirited Funds/ETFMG Whiskey & Spirits ETF
 
NOTES TO FINANCIAL STATEMENTS
September 30, 2017 (Continued)

As of September 30, 2017, the Fund did not have any securities on loan.
 
Interest income earned on collateral investments (including applicable fees) and recognized by the Fund during the period ended September 30, 2017 aggregated $93.
 
NOTE 8 – FEDERAL INCOME TAXES
 
The components of distributable earnings (losses) and cost basis of investments for federal income tax purposes at September 30, 2017 were as follows:
 
   
Cost
   
Gross
Unrealized
Appreciation
   
Gross
Unrealized
Depreciation
   
Net
Unrealized
Appreciation
(Depreciation)
 
Spirited Funds/ETFMG Whiskey & Spirits ETF
 
$
5,603,751
   
$
460,979
   
$
(208,708
)
 
$
252,271
 

 
Undistributed
Ordinary
Income
   
Undistributed
Long-term
Gain
 
Total
Distributable
Earnings
   
Other
Accumulated
(Loss)
   
Total
Accumulated
Gain
 
Spirited Funds/ETFMG Whiskey & Spirits ETF
$
68,487
     —
 
$
68,487
   
$
   
$
320,758
 

As of September 30, 2017, the Fund had accumulated capital loss carryovers of:

 
Capital
Loss
Carryover
   
Expires
Spirited Funds/ETFMG Whiskey & Spirits ETF
$
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 following Funds had deferred post-October capital and currency losses, which will be treated as arising on the first business day of the year ended September 30, 2017.

 
Late Year
Ordinary
Loss
   Post-
October
Capital
Loss
Spirited Funds/ETFMG Whiskey & Spirits ETF
$
None
   $
 None

U.S. GAAP requires that certain components of net assets relating to permanent differences be reclassified between financial and tax reporting. These reclassifications have no effect on net assets or net asset value per share. For the fiscal year ended September 30, 2017, the following table shows the reclassifications made:

   
Undistributed
Accumulated
Net Investment
Loss
 
Accumulated
Net Realized
Loss
 
Paid-In
Capital
 
Spirited Funds/ETFMG Whiskey & Spirits ETF
 
$  (10,515)
 
$  (170,634)
 
$  181,149
 
20

Spirited Funds/ETFMG Whiskey & Spirits ETF
 
NOTES TO FINANCIAL STATEMENTS
September 30, 2017 (Continued)

NOTE 9 – DISTRIBUTIONS TO SHAREHOLDERS
 
The Fund paid $22,801 from ordinary income during the period ended September 30, 2017.
 
NOTE 10 – LEGAL MATTERS
 
The Trust, the trustees of the Trust, the Advisor and certain officers of the Advisor are defendants in an action filed May 2, 2017 in the Superior Court of New Jersey captioned PureShares, LLC d/b/a PureFunds et al. v. ETF Managers Group, LLC et al., Docket No. C-63-17.  The PureShares action alleges claims based on disputes arising out of contractual relationships with the Advisor.  The action seeks damages in unspecified amounts and injunctive relief based on breach of contract, wrongful termination, and several other theories.  At the outset of the litigation, and again a few weeks later, plaintiffs sought temporary injunctive relief.  Both motions were denied, and the matter is now proceeding through pretrial discovery.  The defendants believe the lawsuit is without merit and intend to vigorously defend themselves against the allegations.
 
The Adviser, its parent, Exchange Traded Managers Group, LLC and its chief executive officer are defendants in a case filed on October 26, 2017 in the United States District Court for the Southern District of New York by NASDAQ, Inc. captioned Nasdaq, Inc. v. Exchange Traded Managers Group, LLC et al., Case 1:17-cv-08252.   This action arises out of related facts and circumstances in the New Jersey litigation and asserts claims for breach of contract, wrongful termination and certain other theories with respect to the same exchange traded Fund discussed above. The defendants in the Southern District actions believe the lawsuit is without merit and intend to vigorously defend themselves against the allegations and to assert counterclaims against NASDAQ for breaches of its duties under the related index license agreement and various other agreements.
 
Management of the Trust and the Fund, after consultation with legal counsel, believes that the resolution of these matters will not have a material adverse effect on the Fund’s financial statements.
 
NOTE 11 – SUBSEQUENT EVENTS
 
In preparing these financial statements, the Fund has evaluated events and transactions for potential recognition or disclosure through the date the financial statements were issued. See Note 10.
21

Spirited Funds/ETFMG Whiskey & Spirits ETF

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of ETF Managers Trust 
and the Shareholders of the Spirited Funds/ETFMG Whiskey & Spirits ETF:

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of the Spirited Funds/ETFMG Whiskey & Spirits ETF (the “Fund”)( a series of ETF Managers Trust), as of September 30, 2017, and the related statement of operations, statement of changes in net assets and financial highlights for the period from October 11, 2016 (commencement of operations) to September 30, 2017.  These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of September 30, 2017 by correspondence with the custodian. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Spirited Funds/ETFMG Whiskey & Spirits ETF series of ETF Managers Trust as of September 30, 2017, and the results of its operations, changes in its net assets and its financial highlights for the period from October 11, 2016 (commencement of operations) to September 30, 2017, in conformity with accounting principles generally accepted in the United States of America.

/s/WithumSmith+Brown, PC

New York, NY
November 29, 2017

22

Spirited Funds/ETFMG Whiskey & Spirits ETF

FREQUENCY DISTRIBUTION OF PREMIUMS AND DISCOUNTS (Unaudited)

Spirited Funds/ETFMG Whiskey & Spirits ETF Closing Price vs. NAV

The following Frequency Distribution of Premiums and Discounts chart is provided to show the frequency at which the closing price of the Fund is at a premium or discount to its daily net asset value (NAV).  The chart presented represents past performance and cannot be used to predict future results.
       
Spirited Funds/ETFMG Whiskey & Spirits ETF
 
October 11, 2016*
through September 30,
2017
 
Premium/Discount Range
 
Number
of Days
   
Percentage
of Total
Days
 
Greater than 1.00%
 
 
58
   
 
23.7
 
Greater Than or equal to 0.75% And Less Than 1.00%
 
 
29
   
 
11.9
 
Greater Than or Equal to 0.50% And Less Than 0.75%
 
 
55
   
 
22.5
 
Greater Than or Equal to 0.25% And Less Than 0.50%
 
 
52
   
 
21.2
 
Greater Than or Equal to 0.00% And Less Than 0.25%
 
 
30
   
 
12.2
 
Less Than or Equal to 0.0% And Greater Than -0.25%
 
 
13
   
 
5.3
 
Less Than or Equal to -0.25% And Greater Than -0.50%
 
 
3
   
 
1.2
 
Less Than or Equal to -0.50% And Greater Than -0.75%
 
 
3
   
 
1.2
 
Less Than or Equal to -0.75% And Greater Than -1.00%
 
 
1
   
 
0.4
 
Less than -1.00%
 
 
1
   
 
0.4
 

*First day of secondary market trading

23

Spirited Funds/ETFMG Whiskey & Spirits ETF

EXPENSE EXAMPLE
For the Period Ended September 30, 2017 (Unaudited)

As a shareholder of Spirited Funds/ETFMG Whiskey & Spirits 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 (September 30, 2017).

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.

Spirited Funds/ETFMG Whiskey & Spirits ETF
             
   
Beginning
Account Value
 
Ending
Account Value
September 30,
2017
 
Expenses Paid
During the
Period^
Actual
 
$1,000.00
 
$1,124.20
 
$3.99
             
Hypothetical (5% annual)
 
$1,000.00
 
$1,021.31
 
$3.80

^ The dollar amounts shown as expenses paid during the period are equal to the annualized six-month expense ratio multiplied by the average account value during the period, multiplied by 183/365 (to reflect the one-half year period from April 1, 2017 to September 30, 2017).

24

Spirited Funds/ETFMG Whiskey & Spirits 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, Summit, New Jersey 07901.

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 and Chief Compliance Officer, Factor Advisors, LLC (since 2012); President and Chief Executive Officer, Factor Capital Management LLC (since 2012); President and Chief Executive Officer, GENCAP Ventures, LLC (holding company) (2012–2013); Chief Executive Officer, MacroMarkets LLC (exchange traded funds) (2005–2011); President, Chief Executive and Chief Compliance Officer, Macro Financial (financial services) (2005–2011).
9
None
Reshma J. Amin (1978)
Chief Compliance Officer (since 2016)
Chief Compliance Officer, Exchange Traded Managers Group, LLC (since 2016); Partner, Crow & Cushing (2007–2016).
n/a
n/a
John A. Flanagan (1946)
Treasurer (since 2015)
President, John A. Flanagan CPA, LLC (accounting services) (since 2010); Chief Financial Officer, Exchange Traded Managers Group, LLC (since 2015); Principal Financial Officer, ETF Managers Capital, LLC (commodity pool operator) (since 2014); Chief Financial Officer, Macromarkets LLC (exchange traded funds) (2007–2010)
n/a
n/a
* Mr. Masucci is an interested Trustee by virtue of his role as the Chief Executive Officer of the Adviser.

25

Spirited Funds/ETFMG Whiskey & Spirits ETF

Board of Trustees (Cont’d)

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
John W. Southard (1969)
Trustee (since 2012)
Director and Co-Founder, T2 Capital Management, 2010 to present; Co-Founder and Head of Research and Trading, PowerShares Capital Management, 2002 to 2009.
9
None
Terry Loebs (1963)
Trustee (since 2014)
Founder and Managing Member, Pulsenomics LLC (index product development and consulting firm) (since 2011); Managing Director, MacroMarkets, LLC (exchange-traded products firm) (2006–2011).
9
None

26

Spirited Funds/ETFMG Whiskey & Spirits ETF

FEDERAL TAX INFORMATION
(Unaudited)

During the year ended September 30, 2017, the Funds did not declare any long-term realized gains distributions.

Qualified Dividend Income/Dividends Received Deduction

For the fiscal year ended September 30, 2017, certain dividends paid by the Fund may be subject to a maximum tax rate of 15%, as provided for by the Jobs and Growth Tax Reconciliation Act of 2003.  The percentage of dividends declared from ordinary income designated as qualified dividend income was as follows:

Fund Name
QDI
Spirited Funds/ETFMG Whiskey & Spirits ETF
69.77%

For corporate shareholders, the percent of ordinary income distributions qualifying for the corporate dividends received deduction for the fiscal year ended September 30, 2017 was as follows:

Fund Name
DRD
Spirited Funds/ETFMG Whiskey & Spirits ETF
8.45%

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, 2017. Foreign taxes paid for purposes of Section 853 may be less than actual foreign taxes paid for financial statement purposes.

Fund
 
Gross
Foreign
Source
Income
 
Foreign Taxes
Passthrough
 
Gross
Foreign
Source
Income
 
Foreign Taxes  
Passthrough
 
Shares
Outstanding at
9/30/17
Spirited Funds/ETFMG Whiskey & Spirits ETF
 
59,554
 
3,044
 
0.29777015
 
0.01521800
 
200.0

27

Spirited Funds/ETFMG Whiskey & Spirits ETF
 
SUPPLEMENTARY INFORMATION
September 30, 2017 (continued)

INFORMATION ABOUT PORTFOLIO HOLDINGS 
(Unaudited)
 
The Fund files a Form N-Q with the Securities and Exchange Commission (the ‘‘SEC’’) no more than sixty days after the Fund’s first and third fiscal quarters. For the Fund, this would be for the fiscal quarters ending June 30 and December 31. Form N-Q includes a complete schedule of the Funds’ portfolio holdings as of the end of those fiscal quarters. The Fund’s N-Q filings can be found free of charge on the SEC’s website at http://www.sec.gov, or they may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. (call 800-SEC-0330 for information on the operation of the Public Reference Room). The Fund’s portfolio holdings are posted on the Fund’s website at www.spiritedfunds.com daily.
 
INFORMATION ABOUT PROXY VOTING
(Unaudited)
 
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.spiritedfunds.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.spiritedfunds.com. Read the prospectus carefully before investing.
28

Spirited Funds/ETFMG Whiskey & Spirits ETF
 
ETF MANAGERS TRUST
 
Privacy Policy and Procedures
 
ETF Managers Trust, (the “Trust”) has adopted the following privacy policies in order to safeguard the personal information of the Trust’s customers and consumers in accordance with Regulation S-P as promulgated by the U.S. Securities and Exchange Commission.
 
Trust officers are responsible for ensuring that the following policies and procedures are implemented:
 
1)
The Trust is committed to protecting the confidentiality and security of the information they collect and will handle personal customer and consumer information only in accordance with Regulation S-P and any other applicable laws, rules and regulations1. The Trust will ensure: (a) the security and confidentiality of customer records and information; (b) that customer records and information are protected from any anticipated threats and hazards; and (c) that customer records and information are protected from unauthorized access or use.
 
2)
The Trust conducts its business affairs through its trustees, officers and third parties that provide services pursuant to agreements with the Trust. The Trust has no employees. It is anticipated that the trustees and officers of the Trust who are not employees of service providers of the Trust will not have access to customer records and information in the performance of their normal responsibilities for the Trust.
 
3)
The Trust may share customer information with its affiliates, subject to the customers’ right to prohibit such sharing.
 
4)
The Trust may share customer information with unaffiliated third parties only in accordance with the requirements of Regulation S-P. Pursuant to this policy, the Trust will not share customer information with unaffiliated third parties other than as permitted by law, unless authorized to do so by the customer.
 
Consistent with these policies, the Trust has adopted the following procedures:
 
1)
The Trust will determine that the policies and procedures of its affiliates and Service Providers are reasonably designed to safeguard customer information and only permit appropriate and authorized access to and use of customer information through the application of appropriate administrative, technical and physical protections.
 
2)
The Trust will direct each of its Service Providers to adhere to the privacy policy of the Trust and to its privacy policies with respect to all customer information of the Trust and to take all actions reasonably necessary so that the Trust is in compliance with the provisions of Regulation S-P, including, as applicable, the development and delivery of privacy notices and the maintenance of appropriate and adequate records.
 
3)
The Trust requires its Service Providers to provide periodic reports to the Trust’s Board of Trustees outlining their privacy policies and the implementation of such policies. Each Service Provider is required to promptly report to the Trust’s Board any material changes to its privacy policy before, or promptly after, the adoption of such changes.
 

1       Generally, the Funds have institutional clients which are not considered “customers” for purposes of regulation S-P.
29

Advisor
ETF Managers Group, LLC
30 Maple Street, Suite 2, Summit, NJ 07901
 
Distributor
ETFMG Financial, Inc.
30 Maple Street, Suite 2, Summit, NJ 07901
 
Custodian
U.S. Bank National Association
Custody Operations
1555 North River Center Drive, Suite 302, Milwaukee, Wisconsin 53212
 
Transfer Agent
U.S. Bancorp Fund Services, LLC
615 East Michigan Street, Milwaukee, Wisconsin 53202
 
Securities Lending Agent
U.S Bank, National Association
Securities Lending
800 Nicolet Mall
Minneapolis, MN 55402-7020
 
Independent Registered Public Accounting Firm
WithumSmith + Brown, PC
1411 Broadway, 9th Floor, New York, NY 10018
 
Legal Counsel
Sullivan & Worcester LLP
1666 K Street NW, Washington, DC 20006
 


Item 2. Code of Ethics.

The registrant has adopted a code of ethics that applies to the registrant’s principal executive officer and principal financial officer. The registrant has not made any amendments to its code of ethics during the period covered by this report. The registrant has not granted any waivers from any provisions of the code of ethics during the period covered by this report.
A copy of the registrant’s Code of Ethics is filed herewith.

Item 3. Audit Committee Financial Expert.

The Board believes that the collective knowledge and experience of the members of the audit committee enable the committee to provide appropriate oversight given the Trust’s level of financial complexity. In addition, the Board notes that the audit committee has the authority to retain any experts necessary to carry out its duties.

Item 4. Principal Accountant Fees and Services.

The registrant has engaged its principal accountant to perform audit services, audit-related services, tax services and other services during the past fiscal year.  “Audit services” refer to performing an audit of the registrant’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years.  “Audit-related services” refer to the assurance and related services by the principal accountant that are reasonably related to the performance of the audit.  “Tax services” refer to professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning.  There were no “Other services” provided by the principal accountant.  The following table details the aggregate fees billed or expected to be billed for the last fiscal year for audit fees, audit-related fees, tax fees and other fees by the principal accountant.

 
FYE  9/30/2017
FYE  9/30/2016
Audit Fees
$194,500
$218,000
Audit-Related Fees
N/A
N/A
Tax Fees
$32,500
$30,000
All Other Fees
N/A
N/A


The audit committee has adopted pre-approval policies and procedures that require the audit committee to pre‑approve all audit and non‑audit services of the registrant, including services provided to any entity affiliated with the registrant.

The percentage of fees billed by WithumSmith+Brown, PC applicable to non-audit services pursuant to waiver of pre-approval requirement were as follows:
 


 
FYE  9/30/2017
FYE  9/30/2016
Audit-Related Fees
0%
0%
Tax Fees
0%
0%
All Other Fees
0%
0%


All of the principal accountant’s hours spent on auditing the registrant’s financial statements were attributed to work performed by full‑time permanent employees of the principal accountant.  The following table indicates the non-audit fees billed or expected to be billed by the registrant’s accountant for services to the registrant and to the registrant’s investment adviser (and any other controlling entity, etc.—not sub-adviser) for the past year.  The audit committee of the board of trustees/directors has considered whether the provision of non-audit services that were rendered to the registrant’s investment adviser is compatible with maintaining the principal accountant’s independence and has concluded that the provision of such non-audit services by the accountant has not compromised the accountant’s independence.

Non-Audit Related Fees
FYE  9/30/2017
FYE  9/30/2016
Registrant
N/A
N/A
Registrant’s Investment Adviser
N/A
N/A


Item 5. Audit Committee of Listed Registrants.

Not applicable to registrants who are not listed issuers (as defined in Rule 10A-3 under the Securities Exchange Act of 1934).

Item 6. Investments.

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

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable to open-end investment companies.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable to open-end investment companies.

Item 9. Purchases of Equity Securities by Closed‑End Management Investment Company and Affiliated Purchasers.

Not applicable to open-end investment companies.



Item 10. Submission of Matters to a Vote of Security Holders.

There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant’s board of trustees.

Item 11. Controls and Procedures.

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

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

Item 12. 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. Filed herewith.

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

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

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

 
SIGNATURES

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


(Registrant)  ETF Managers Trust                                                                                                  
 

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

Date  December 7, 2017                                                                                                                 


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

By (Signature and Title)*  /s/ Samuel Masucci III                                                                        
           Samuel Masucci III, Principal Executive Officer
 
Date  December 7, 2017                                                                                                                 


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

Date  December 7, 2017                                                                                                                 


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