(GRAPHIC) 

 

Annual Report 

September 30, 2021

 


 

 


ETFMG Travel Tech ETF 

AWAY


 

ETFMG 2x Daily Travel Tech ETF 

AWYX

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The funds are series of ETF Managers Trust. 

 

 

 


ETFMG TM ETFs

 

TABLE OF CONTENTS 

September 30, 2021

 

  Page
Shareholder Letter 2
   
Growth of $10,000 Investment – AWAY 5
   
Top 10 Holdings – AWAY 6
   
Growth of $10,000 Investment - AWYX 7
   
Important Disclosures and Key Risk Factors 8
   
Portfolio Allocations 10
   
Schedule of Investments and Total Return Swaps 11
   
Statements of Assets and Liabilities 15
   
Statements of Operations 16
   
Statements of Changes in Net Assets 17
   
Financial Highlights 19
   
Notes to the Financial Statements 21
   
Report of Independent Registered Public Accounting Firm 33
   
Approval of Advisory Agreements and Board Considerations 34
   
Expense Example 36
   
Supplementary Information 37
   
Information About Portfolio Holdings 37
   
Information About Proxy Voting 38
   

Trustees and Officers Table

39
   
Privacy Policy 41

 

1

 

ETFMG TM ETFs

 

Dear Shareholder,

 

On behalf of the entire team, we want to express our appreciation for the confidence you have placed in these ETFs.

 

ETFMG Travel Tech ETF (AWAY) Performance Review

 

The following information pertains to the fiscal period from October 1, 2020 to September 30, 2021.

 

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

 

Over the fiscal period, the total return for the Fund was 50.35%, while the total return the for the Index was 50.53%. The best performers in the Fund on the basis of contribution to return were Edreams Odigeo Sl, Hana Tour Service Inc., Lyft Inc.-A, Expedia Group Inc. and Sabre Corp., while the worst performers were Tuniu Corp.-Spon Adr, Facedrive Inc., Travelsky Technology Ltd.-H, Lastminute.Com Nv and Veltra Corp.

 

During the reporting period, the Fund saw an average approximate allocation to Hotels, Restaurants & Leisure 62.9%, Road & Rail 12.35%, IT Services 11.62%, Interactive Media & Services 8.2% and Internet & Direct Marketing Retail 2.53%. The Fund was exposed predominately to United States 30.3%, China 13.8%, Japan 9%, United Kingdom 8.7% and South Korea 7.6%.

 

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

 

The discussion below relates to the performance of AWYX (the “ETF”) for the period from the ETF’s inception, June 15, 2021 to the ETF’s fiscal year-end of September 30, 2021. The ETF is leveraged and seeks daily investment results, before fees and expenses, of 200% or -200% of the performance of the Index.

 

The ETF, as stated above, seeks daily investment results. It does not seek to track a multiple of the Index for periods of longer than one day and the performance of the ETF over longer periods may not correlate to the Index performance. The ETF should not be held by investors for long periods and should be used as short-term trading vehicles. These products are not suitable for all investors and should be utilized only by sophisticated investors who understand the risks associated with the use of leverage, the consequences of seeking daily leveraged investment results and intend to actively monitor and manage their investments.

 

AWYX attempts to provide investment results that correlate to 200% of the return of the Index, meaning AWYX attempts to move in the same direction as the Index.

 

In seeking to achieve the ETF’s daily investment results, ETF Managers Group LLC (the “Adviser”) relies upon quantitative analysis to generate orders resulting in repositioning the ETF’s investments in accordance with its daily investment objective. Using this approach, the Adviser determines the type, quantity and mix of investment positions that it believes in combination should produce daily returns consistent with the ETF’s objective. As a consequence, if the ETF is performing as designed, the return of the Index will dictate the return for the ETF. The ETF pursues its investment objective regardless of market conditions and does not take defensive positions. The ETF has a clearly articulated goal which requires the ETF to seek economic exposure significantly in excess of its net assets. To meet its objectives, the ETF invests in some combination of financial instruments, including derivatives. The ETF invests significantly in derivatives, including swap agreements. The Adviser uses these types of investments to produce economically “leveraged” investment results. Leveraging allows the Adviser to generate a greater positive or negative return than what would be generated on the invested capital without leverage, thus changing small market movements into larger changes in the value of the investments of the ETF.

 

2

 

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

 

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

 

Factors Affecting Performance of the ETF: 

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

 

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

 

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

 

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

 

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

 

3

 

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

 

The following information pertains to the fiscal period from the Fund’s inception, June 15, 2021 to September 30, 2021.

 

AWYX seeks to provide daily investment results, before fees and expenses, that correspond to two times (2x) the return of the Index for a single day, not for any other period.

 

Over the reporting period, the Index had a total return of -7.88% and a volatility of 22.7%. Given the daily investment objectives of AWYX and the path dependency of returns for longer periods, the return of the Index for the reporting period alone should not generate expectations of AWYX performance for the same period. AWYX returned -18.95% for the reporting period and a volatility of 50.50%. For the reporting period AWYX had an average daily volume of 777 shares and an average daily statistical correlation of 97.1% to the return of the Index.

 

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

 

Sincerely,

 

(GRAPHIC) 

 

Samuel Masucci III 

Chairman of the Board

 

4

 

ETFMG TM ETFs

 

ETFMG Travel Tech ETF 

Growth of $10,000 (Unaudited)

 

(GRAPHIC) 

 

Average Annual Returns 

Year Ended September 30, 2021 

 

1 Year 

Return 

   

Since 

Inception 

(2/12/2020) 

   

Value of 

$10,000 

(9/30/2021) 

 
ETFMG Travel Tech ETF (NAV)     50.35 %     8.07 %   $ 11,351  
ETFMG Travel Tech ETF (Market)     49.16 %     8.12 %   $ 11,360  
S&P 500 Index     30.00 %     17.97 %   $ 13,097  
Prime Travel Technology Index GTR     50.52 %     7.72 %   $ 11,291  
Prime Travel Technology Index NTR     50.53 %     7.69 %   $ 11,287  

 

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

 

The chart illustrates the performance of a hypothetical $10,000 investment made on February 12, 2020, and is not intended to imply any future performance. The returns shown do not reflect the deduction of taxes that a shareholder would pay on fund distributions from the sales of Fund shares. The chart assumes reinvestment of capital gains and dividends, if any. The Index Returns do not reflect fees or expenses and are not available for direct investment.

 

5

 

ETFMG TM ETFs

 

ETFMG Travel Tech ETF

 

Top Ten Holdings as of September 30, 2021 (Unaudited)*

 

      Security       

% of Total 

Investments 

1     Uber Technologies, Inc.   4.42 %
2     Airbnb, Inc. - Class A   4.36 %
3     Booking Holdings, Inc.   4.21 %
4     Expedia Group, Inc.   4.14 %
5     Trip.com Group, Ltd.   4.02 %
6     Lyft, Inc. - Class A   3.95 %
7     Webjet, Ltd.   3.92 %
8     Tongcheng-Elong Holdings, Ltd.   3.86 %
9     Sabre Corp.     3.85 %
10     TravelSky Technology, Ltd.   3.84 %
      Top Ten Holdings 40.57% of Total Investments      
      * Current Fund holdings may not be indicative of future Fund holdings.      

 

6

 

ETFMG TM ETFs

 

ETFMG 2x Daily Travel Tech ETF 

Growth of $10,000 (Unaudited)

 

 (GRAPHIC)

 

Average Cumulative Returns 

Period Ended September 30, 2021 

 

Since 

Inception 

(6/15/2021) 

   

Value of 

$10,000 

(9/30/2021) 

 
ETFMG 2x Daily Travel Tech ETF (NAV)     -18.95 %   $ 8,105  
ETFMG 2x Daily Travel Tech ETF (Market)     -20.15 %   $ 7,985  
S&P 500 Index     1.82 %   $ 10,182  
Prime Travel Technology Index GTR     -7.88 %   $ 9,212  
Prime Travel Technology Index NTR     -7.88 %   $ 9,212  

 

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

 

The chart illustrates the performance of a hypothetical $10,000 investment made on June 15, 2021, and is not intended to imply any future performance. The returns shown do not reflect the deduction of taxes that a shareholder would pay on fund distributions from the sales of Fund shares. The chart assumes reinvestment of capital gains and dividends, if any. The Index Returns do not reflect fees or expenses and are not available for direct investment. 

 

7

 

ETFMG TM ETFs

 

Important Disclosures and Key Risk Factors

 

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

 

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

 

AWAY

 

The ETFMG Travel Tech ETF (the “Fund” or the “Travel Tech ETF”) seeks investment results that correspond generally to the price and yield, before fund fees and expenses, of the Prime Travel Technology Index (the “Index”).

 

Companies in the technology field, including companies in the computers, telecommunications and electronics industries, face intense competition, which may have an adverse effect on profit margins. Technology companies may have limited product lines, markets, financial resources or personnel. The products of technology companies may face obsolescence due to rapid technological developments and frequent new product introduction, and such companies may face unpredictable changes in growth rates, competition for the services of qualified personnel and competition from foreign competitors with lower production costs. Companies in the technology sector are heavily dependent on patent and intellectual property rights. The loss or impairment of these rights may adversely affect the profitability of these companies.

 

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

 

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

 

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

 

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

 

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

 

8

 

AWYX

 

Companies in the technology field, including companies in the computers, telecommunications and electronics industries, face intense competition, which may have an adverse effect on profit margins. Technology companies may have limited product lines, markets, financial resources or personnel. The products of technology companies may face obsolescence due to rapid technological developments and frequent new product introduction, and such companies may face unpredictable changes in growth rates, competition for the services of qualified personnel and competition from foreign competitors with lower production costs. Companies in the technology sector are heavily dependent on patent and intellectual property rights. The loss or impairment of these rights may adversely affect the profitability of these companies.

 

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

 

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

 

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

 

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

 

The Fund is a recently organized, diversified management investment company with limited operating history. ETF Managers Group LLC is the investment advisor to the Fund.

 

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

 

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

 

9

 

ETFMG TM ETFs

 

PORTFOLIO ALLOCATIONS 

As of September 30, 2021 (Unaudited)

 

   

ETFMG 

Travel Tech 

ETF 

   

ETFMG 2x 

Daily 

Travel Tech 

ETF 

 
As a percent of Net Assets:            
Australia     8.9 %     %
Brazil     2.6        
Canada     0.3        
Cayman Islands     12.2        
China     4.0        
Japan     8.3        
Luxembourg     3.1        
Mauritius     3.9        
Netherlands     4.1        
Republic of Korea     6.8        
Spain     4.0        
United Kingdom     7.5        
United States     31.7        
Virgin Islands     2.5        
Exchange Traded Funds     0.4        
Total Return Swap           100.0  
Short-Term and other Net Assets (Liabilities)     (0.3 )      
      100.0 %     100.0 %

 

 

10

 

ETFMG TM ETFs

 

ETFMG Travel Tech ETF

 

Schedule of Investments 

September 30, 2021

 

    Shares     Value  
COMMON STOCKS - 99.9%                
Australia - 8.9%                
Hotels, Restaurants & Leisure - 8.9% (d)                
Corporate Travel Management, Ltd. (a)     717,961     $ 12,690,784  
Helloworld Travel, Ltd. (a)     1,503,531       2,782,666  
Webjet, Ltd. (a)     2,870,375       13,156,387  
Total Hotels, Restaurants & Leisure             28,629,837  
                 
Brazil - 2.6%                
Hotels, Restaurants & Leisure - 2.6% (d)                
CVC Brasil Operadora e Agencia de Viagens SA (a)     2,126,269       8,382,867  
                 
Canada - 0.3%                
Road & Rail - 0.3%                
Facedrive, Inc. (a)(b)     907,859       974,805  
                 
Cayman Islands - 12.2%                
Hotels, Restaurants & Leisure - 8.7% (d)                
Tongcheng-Elong Holdings, Ltd. (a)     5,352,527       12,940,153  
Trip.com Group, Ltd. - ADR (a)     438,442       13,482,092  
Tuniu Corp. - ADR (a)(b)     1,121,013       1,692,730  
Total Hotels, Restaurants & Leisure             28,114,975  
Road & Rail - 3.3%                
DiDi Global, Inc. - ADR (a)(b)     1,381,995       10,765,741  
Software - 0.2%                
Lvji Technology Holdings, Inc. (a)     7,604,589       605,659  
Total Cayman Islands             39,486,375  
                 
China - 4.0%                
IT Services - 4.0%                
TravelSky Technology, Ltd.     6,676,009       12,863,794  
                 
Japan - 8.3%                
Hotels, Restaurants & Leisure - 6.5% (d)                
Adventure, Inc.     64,586       5,222,822  
Airtrip Corp.     205,237       8,113,957  
Open Door, Inc. (a)     297,165       7,676,440  
Total Hotels, Restaurants & Leisure             21,013,219  
Internet & Direct Marketing Retail - 1.8%                
Temairazu, Inc.     61,566       3,551,405  
Veltra Corp. (a)     314,443       2,302,629  
Total Internet & Direct Marketing Retail             5,854,034  
Total Japan             26,867,253  
                 
Luxembourg - 3.1%                
Hotels, Restaurants & Leisure - 3.1% (d)                
eDreams ODIGEO SA - ADR (a)     1,128,160       9,866,336  
                 

 

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

 

11

 

ETFMG TM ETFs

 

ETFMG Travel Tech ETF

 

Schedule of Investments 

September 30, 2021 (Continued)

 

    Shares     Value  
Mauritius - 3.9%            
Hotels, Restaurants & Leisure - 3.9% (d)                
MakeMyTrip, Ltd. (a)     459,092     $ 12,482,712  
                 
Netherlands - 4.1%                
Hotels, Restaurants & Leisure - 1.5% (d)                
Lastminute.com NV (a)     110,965       4,679,355  
Interactive Media & Services - 2.6%                
Trivago NV - ADR (a)     3,407,344       8,416,140  
Total Netherlands             13,095,495  
                 
Republic of Korea - 6.8%                
Hotels, Restaurants & Leisure - 6.8% (d)                
Hana Tour Service, Inc. (a)     133,359       9,900,554  
Lotte Tour Development Co., Ltd. (a)     662,864       11,756,878  
Total Hotels, Restaurants & Leisure             21,657,432  
                 
Spain - 4.0%                
IT Services - 4.0%                
Amadeus IT Group SA (a)     194,153       12,792,103  
                 
United Kingdom - 7.5%                
Hotels, Restaurants & Leisure - 6.0% (d)                
On the Beach Group PLC (a)     1,567,494       8,089,120  
Trainline PLC (a)     2,354,481       11,147,913  
Total Hotels, Restaurants & Leisure             19,237,033  
Software - 1.5%                
accesso Technology Group PLC (a)     392,662       4,841,017  
Total United Kingdom             24,078,050  
                 
United States - 31.7%                
Airlines - 2.1%                
Blade Air Mobility, Inc. - Class A (a)(b)     661,113       6,875,575  
Hotels, Restaurants & Leisure - 13.1% (d)                
Airbnb, Inc. - Class A (a)     87,113       14,613,205  
Booking Holdings, Inc. (a)     5,950       14,124,526  
Expedia Group, Inc. (a)     84,686       13,880,034  
Total Hotels, Restaurants & Leisure             42,617,765  
Interactive Media & Services - 3.7%                
TripAdvisor, Inc. (a)     352,481       11,931,482  
IT Services - 4.0%                
Sabre Corp. (a)(b)     1,091,955       12,928,747  
Road & Rail - 8.8%                
Lyft, Inc. - Class A (a)(b)     246,943       13,233,675  
Uber Technologies, Inc. (a)     330,840       14,821,633  
Total Road & Rail             28,055,308  
Total United States             102,408,877  

 

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

 

12

 

ETFMG TM ETFs

 

ETFMG Travel Tech ETF

 

Schedule of Investments 

September 30, 2021 (Continued)

  

    Shares     Value  
Virgin Islands (UK) - 2.5%                
Hotels, Restaurants & Leisure - 2.5% (d)                
Despegar.com Corp. (a)     667,504     $ 8,030,073  
TOTAL COMMON STOCKS (Cost $344,658,238)             321,616,009  
                 
INVESTMENTS PURCHASED WITH PROCEEDS FROM                
SECURITIES LENDING COLLATERAL - 4.0%                
ETFMG Sit Ultra Short ETF (e)     25,000       1,243,875  
Mount Vernon Liquid Assets Portfolio, LLC, 0.09% (c)     11,450,432       11,450,432  
TOTAL INVESTMENTS PURCHASED WITH PROCEEDS                
FROM SECURITIES LENDING COLLATERAL (Cost $12,693,895)             12,694,307  
                 
SHORT-TERM INVESTMENTS - 0.3%                
Money Market Funds - 0.3%                
First American Government Obligations Fund - Class X, 0.03% (c)     1,071,079       1,071,079  
TOTAL SHORT-TERM INVESTMENTS (Cost $1,071,079)             1,071,079  
                 
Total Investments (Cost $358,423,212) - 104.2%             335,381,395  
Liabilities in Excess of Other Assets - (4.2)%             (13,424,212 )
TOTAL NET ASSETS - 100.0%           $ 321,957,183  

 

Percentages are stated as a percent of net assets.  

ADR American Depositary Receipt
PLC Public Limited Company
(a) Non-income producing security.
(b) This security or a portion of this security was out on loan at September 30, 2021.
(c) The rate quoted is the annualized seven-day yield at September 30, 2021.
(d) As of September 30, 2021 the Fund had a significant portion of its assets in the Hotels, Restaurants & Leisure Industry.
(e) Affiliated security. Please refer to Note 9 of the Notes to Financial Statements.

 

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

 

13

 

ETFMG TM ETFs

 

ETFMG 2x Daily Travel Tech ETF

 

Schedule of Total Return Swaps 

September 30, 2021

 

Reference Entity   Fund Pays/Receives Reference Entity   Counterparty   Payment Frequency   Financing Rate   Upfront Premiums Paid/Received     Notional Amount     Unrealized Appreciation (Depreciation)  
ETFMG Travel Tech ETF Swap   Receives   Cowen and Company, LLC   Monthly   Overnight Bank Funding Rate Index - 1.25%   $     $ 1,502,228     $  

 

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

 

14

 

ETFMG TM ETFs

 

STATEMENTS OF ASSETS AND LIABILITIES 

As of September 30, 2021

 

   

ETFMG 

Travel Tech 

ETF

   

ETFMG 2x 

Daily 

Travel Tech 

ETF 

 
ASSETS            
Investments in unaffiliated securities, at value*   $ 334,137,520     $  
Investments in affiliated securities, at value*     1,243,875        
Cash           140,921  
Deposits at Broker for total return swap contracts           600,000  
Receivable for open swap contracts           70,192  
Receivables:                
Dividends and interest receivable     16,220        
Securities lending income receivable     26,541        
Receivable for investments sold     47,300        
Total assets     335,471,456       811,113  
                 
LIABILITIES                
Collateral received for securities loaned (Note 7)     12,693,895        
Payables:                
Foreign currency payable to Custodian, at value*     646,573        
Management fees payable     173,805       595  
Total liabilities     13,514,273       595  
Net Assets   $ 321,957,183     $ 810,518  
                 
NET ASSETS CONSIST OF:                
Paid-in Capital   $ 366,366,263     $ 867,307  
Total Distributable Earnings (Accumulated Losses)     (44,409,080 )     (56,789 )
Net Assets   $ 321,957,183     $ 810,518  
                 
*Identified Cost:                
                 
Investments in unaffiliated securities   $ 357,179,749     $  
Investments in affiliated securities     1,243,463        
Foreign currency     646,573        
                 
Shares Outstanding^     11,350,000       100,000  
                 
Net Asset Value, Offering and Redemption Price per Share   $ 28.37     $ 8.11  

 

^ No par value, unlimited number of shares authorized

 

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

 

15

 

ETFMG TM ETFs

 

STATEMENTS OF OPERATIONS 

For the Period Ended September 30, 2021

  

   

ETFMG 

Travel Tech 

ETF 

   

ETFMG 2x 

Daily 

Travel Tech 

ETF1 

 
INVESTMENT INCOME            
Income:            
Dividends from unaffiliated securities (net of foreign withholdings tax & issuance fees of $50,523, $-)   $ 1,417     $  
Interest     204       358  
Securities lending income     677,590        
Total Investment Income     679,211       358  
                 
Expenses:                
Management fees     1,620,515       2,317  
Total Expenses     1,620,515       2,317  
Net Investment Loss     (941,304 )     (1,959 )
                 
REALIZED & UNREALIZED GAIN (LOSS) ON INVESTMENTS                
Net Realized Gain (Loss) on:                
Unaffiliated Investments     (22,119,907 )      
Affiliated Investments     (1,545 )      
In-Kind redemptions     28,410,677        
Foreign currency and foreign currency translation     40,790        
Total return swap contracts           (225,319 )
Net Realized Gain (Loss) on Investments and In-Kind redemptions     6,330,015       (225,319 )
Net Change in Unrealized Appreciation (Depreciation) of:                
Unaffiliated Investments     (22,657,274 )      
Affiliated Investments     412        
Foreign currency and foreign currency translation            
Total return swap contracts            
Net Change in Unrealized Appreciation (Depreciation) of Investments     (22,656,862 )      
Net Realized and Unrealized Loss on Investments     (16,326,847 )     (225,319 )
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS   $ (17,268,151 )   $ (227,278 )

 

1 The Fund commenced operations on June 15, 2021.

 

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

 

16

 

ETFMG TM ETFs

 

ETFMG Travel Tech ETF

 

STATEMENTS OF CHANGES IN NET ASSETS

 

   

Year Ended 

September 30, 

2021 

   

Period Ended 

September 30, 

2020

 
OPERATIONS            
Net investment loss   $ (941,304 )   $ (12,667 )
Net realized gain (loss) on investments and in-kind redemptions     6,330,015       (585,565 )
Net change in unrealized appreciation (depreciation) of                
investments and foreign currency and foreign currency translation     (22,656,862 )     (378,893 )
Net decrease in net assets resulting from operations     (17,268,151 )     (977,125 )
                 
DISTRIBUTIONS TO SHAREHOLDERS                
Total distributions from distributable earnings     (24,500 )      
                 
CAPITAL SHARE TRANSACTIONS                
Net increase in net assets derived                
from net change in outstanding shares2     323,905,900       16,070,650  
Transaction Fees (See Note 1)     243,915       6,494  
Net increase in net assets from capital share transactions     324,149,815       16,077,144  
Total increase in net assets   $ 306,857,164     $ 15,100,019  
                 
NET ASSETS                
Beginning of Period     15,100,019        
End of Period   $ 321,957,183     $ 15,100,019  

 

Summary of share transactions is as follows:

 

   

Year Ended 

September 30, 2021 

   

Period Ended 

September 30, 20201 

 
    Shares     Amount     Shares     Amount  
Shares Sold   16,450,000     $ 496,261,225     900,000     $ 18,057,660  
Transaction Fees (See Note 1)         243,915           6,494  
Shares Redeemed   (5,900,000 )     (172,355,325 )   (100,000 )     (1,987,010 )
Net Transactions in Fund Shares   10,550,000     $ 324,149,815     800,000     $ 16,077,144  
Beginning Shares   800,000                      
Ending Shares   11,350,000             800,000          

 

1 The Fund commenced operations on February 12, 2020.
2 Includes reimbursement of $1,545 due to net asset value error.

 

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

 

17

 

ETFMG TM ETFs

 

ETFMG 2x Daily Travel Tech ETF

 

STATEMENT OF CHANGES IN NET ASSETS

 

 

   

Period Ended 

September 30, 

20211 

 
OPERATIONS      
Net investment loss   $ (1,959 )
Net realized loss on swap contracts     (225,319 )
Net change in unrealized depreciation on swap contracts      
Net decrease in net assets resulting from operations     (227,278 )
         
CAPITAL SHARE TRANSACTIONS        
Net increase in net assets from capital share transactions     1,037,796  
Total increase in net assets     810,518  
         
NET ASSETS        
Beginning of Period      
End of Period   $ 810,518  

 

Summary of share transactions is as follows:

 

     

Period Ended 

September 30, 20211 

 
      Shares     Amount  
Shares Sold     120,000     $ 1,181,474  
Shares Redeemed     (20,000 )     (143,678 )
Net Transactions in Fund Shares     100,000     $ 1,037,796  
Beginning Shares              
Ending Shares     100,000          

 

1 The Fund commenced operations on June 15, 2021.

 

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

 

18

 

ETFMG TM ETFs

 

ETFMG Travel Tech ETF

 

FINANCIAL HIGHLIGHTS 

For a capital share outstanding throughout the year/period

 

 

   

Year Ended 

September 30, 

2021 

   

Period Ended 

September 30, 

20201

 
             
Net Asset Value, Beginning Year/Period   $ 18.88     $ 25.00  
Income (Loss) from Investment Operations:                
Net investment income (loss)2     (0.13 )     (0.02 )
Net realized and unrealized gain (loss) on investments     9.60       (6.12 )
Total from investment operations     9.47       (6.14 )
Less Distributions:                
Distributions from net investment income     (0.01 )      
Net realized gains            
Total distributions     (0.01 )      
Capital Shares Transactions:                
Transaction fees added to paid-in capital     0.03       0.02  
Net asset value, end year/period   $ 28.37     $ 18.88  
Total Return     50.35 %     -24.50 %3
                 
Ratios/Supplemental Data:                
Net assets at end year/period (000’s)   $ 321,957     $ 15,100  
                 
Expenses to Average Net Assets     0.75 %     0.75 %4
Net Investment Income (Loss) to Average Net Assets     -0.43 %     0.30 %4
Portfolio Turnover Rate     57 %     49 %3

 

1 Commencement of operations on February 12, 2020.
2 Calculated based on average shares outstanding during the year/period.
3 Not annualized.
4 Annualized.

 

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

 

19

 

ETFMG TM ETFs

 

ETFMG 2x Daily Travel Tech ETF

 

FINANCIAL HIGHLIGHTS 

For a capital share outstanding throughout the year/period

  

   

Period Ended 

September 30, 

20211 

 
       
Net Asset Value, Beginning Period   $ 10.00  
Income (Loss) from Investment Operations:        
Net investment income (loss) 2     (0.02 )
Net realized and unrealized gain (loss) on investments     (1.87 )
Total from investment operations     (1.89 )
Net asset value, end period   $ 8.11  
Total Return     -18.95 %3
         
Ratios/Supplemental Data:        
Net assets at end of period (000’s)   $ 811  
         
Gross Expenses to Average Net Assets     0.95 %4
Net Investment Income (Loss) to Average Net Assets     -0.80 %4
Portfolio Turnover Rate     0 %3

 

1 The Fund commenced operations on June 15, 2021.
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. 

 

20

 

ETFMG TM ETFs

 

NOTES TO FINANCIAL STATEMENTS 

September 30, 2021

 

NOTE 1 – ORGANIZATION

 

ETFMG Travel Tech ETF (“AWAY”) and ETFMG 2x Daily Travel Tech ETF (“AWYX”) (each a “Fund”, or collectively the “Funds”) are series of ETF Managers Trust (the “Trust”), an open-end management investment company consisting of multiple investment series, organized as a Delaware statutory trust on July 1, 2009. The Trust is registered with the SEC under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company and the offering of the Funds’ shares (“Shares”) is registered under the Securities Act of 1933, as amended (the “Securities Act”).

 

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

 

Fund Ticker

Strategy

Commencement

Date

Strategy
ETFMG Travel Tech ETF 2/12/2020 Seeks to provide investment results that, before fees and expenses,  correspond  generally  to  the  total  return performance of the Prime Travel Technology Index NTR (the “Index”).
ETFMG 2x Daily Travel Tech ETF 6/15/2021 Seeks to provide daily investment results that, before fees and expenses, correspond to two times (2x) the daily total return of the Index. The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day.

 

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

 

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

 

Shares of the Funds are listed and traded on the NYSE Arca, Inc. Market prices for the shares may be different from their net asset value (“NAV”). Each Fund issues and redeems shares on a continuous basis at NAV only in blocks of 50,000 shares for AWAY and 10,000 shares for AWYX, called “Creation Units.” Creation Units are issued and redeemed principally in- kind for securities included in a specified Index. Once created, shares generally trade in the secondary market at market prices that change throughout the day in quantities less than a Creation Unit. Except when aggregated in Creation Units, shares are not redeemable securities of a Fund. Shares of a Fund may only be purchased or redeemed by certain financial institutions (“Authorized Participants”). An Authorized Participant is either (i) a broker-dealer or other participant in the clearing process through the Continuous Net Settlement System of the National Securities Clearing Corporation or (ii) a DTC participant and, in each case, must have executed a Participant Agreement with the Distributor. Most retail investors do not qualify as Authorized Participants nor have the resources to buy and sell whole Creation Units. Therefore, they are unable to purchase or redeem the shares directly from a Fund. Rather, most retail investors may purchase Shares in the secondary market with the assistance of a broker and may be subject to customary brokerage commissions or fees.

 

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

21

 

ETFMG TM ETFs

 

NOTES TO FINANCIAL STATEMENTS 

September 30, 2021 (Continued)

 

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

 

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

 

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

 

The Fund may invest in certain other investment companies (underlying funds). For 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, 2021, the Funds did not hold any securities that were fair valued by the Board.

 

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

 


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

 


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

 


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

 

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

 

 

22

 

ETFMG TM ETFs

 

NOTES TO FINANCIAL STATEMENTS 

September 30, 2021 (Continued)

 

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

 

The following is a summary of the inputs used to value the Funds’ net assets as of September 30, 2021:

 

ETFMG Travel Tech ETF                        
Assets^   Level 1     Level 2     Level 3     Total  
Common Stocks   $ 321,616,009     $     $     $ 321,616,009  
Short-Term Investments     1,071,079                   1,071,079  
ETFMG Sit Ultra Short ETF**     1,243,875                   1,243,875  
Investments Purchased with Securities Lending Collateral*                       11,450,432  
Total Investments in Securities   $ 323,930,963     $     $     $ 335,381,395  

 

ETFMG 2x Daily Travel Tech ETF 

Swap Contracts***   Level 1     Level 2     Level 3     Total  
Long Total Return Equity Swap Contracts   $     $     $     $  
Total Swap Contracts   $     $     $     $  

 

^ See Schedule of Investments for classifications by country and industry.
* Certain investments that are measured at fair value used the net asset value per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy. The fair value amounts presented in the table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Schedules of Investments.
** Investment was purchased with collateral.
*** Swap contracts are derivative instruments, which are presented at the unrealized appreciation/depreciation on the instrument.

 

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

 

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.

 

23

 

ETFMG TM ETFs

 

NOTES TO FINANCIAL STATEMENTS 

September 30, 2021 (Continued)

 

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’ 2020 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, 2021, management has reviewed the tax positions for open periods (for Federal purposes, four years from the date of filing and for state purposes, four years from the date of filing), as applicable to the Funds, and has determined that no provision for income tax is required in the Funds’ financial statements.

 

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

 

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

 

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

 

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

 

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

 

24

 

ETFMG TM ETFs

 

NOTES TO FINANCIAL STATEMENTS 

September 30, 2021 (Continued)

 

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

 

Derivatives

 

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

 

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

 

The following table presents the Funds’ gross derivative assets and liabilities by counterparty and contract type, net of amounts available for offset under a master netting agreement and the related collateral received or pledged by the Funds as of September 30, 2021.

 

ETFMG 2x Daily Travel Tech ETF

 

        Gross Amounts of Recognized Assets Presented in the Statements    

Gross

Amounts 

         

Gross Amounts not 

offset in the Statements 

of Assets & Liabilities 

       
Counterparty  

Investment

Type

 

of Assets &

Liabilities

   

Available

Offset

   

Net

Amounts

   

Financial

Instruments

 

Collateral

Received

   

Net

Amount

 
Cowen and Company, LLC   Total Return Swap Contract   $ 70,192     $     $ 70,192     $   $     $ 70,192  

 

The average monthly notional amount of the swap contracts during the period ended September 30, 2021 for AWYX was $1,621,897.

 

The following is a summary of the effect of swap contracts on the Funds’ Statements of Assets and Liabilities as of September 30, 2021:

 

    Assets     Liabilities    

Net 

Unrealized 

Gain (Loss) 

 
ETFMG 2x Daily Travel Tech ETF  Swap Contract   $ 70,192     $     $  

 

25

 

ETFMG TM ETFs

 

NOTES TO FINANCIAL STATEMENTS 

September 30, 2021 (Continued)

 

The following is a summary of the effect of swap contracts on the Funds’ Statements of Operations for the period ended September 30, 2021:

 

   

Realized Gain 

(Loss) 

   

Change in Unrealized 

Appreciation/Depreciation 

 
ETFMG 2x Daily Travel Tech ETF Swap Contract   $ (225,319 )   $  

 

NOTE 3 – RISK FACTORS

 

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

 

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

 

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

 

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

 

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

 

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

 

Natural Disaster/Epidemic Risk. Natural or environmental disasters, such as earthquakes, fires, floods, hurricanes, tsunamis and other severe weather-related phenomena generally, and widespread disease, including pandemics and epidemics (for example, the novel coronavirus COVID- 19),have been and can be highly disruptive to economies and markets and have recently led, and may continue to lead, to increased market volatility and significant market losses. Such natural disaster and health crises could exacerbate political, social, and economic risks previously mentioned, and result in significant breakdowns, delays, shutdowns, social isolation, and other disruptions to important global, local and regional supply chains affected, with potential corresponding results on the operating performance of the Funds and their investments. A climate of uncertainty and panic, including the contagion of infectious viruses or diseases, may adversely affect lobal, regional, and local economies and reduce the availability of potential investment opportunities, and increases the difficulty of performing due diligence and modeling market conditions, potentially reducing the accuracy of financial projections. Under the circumstances, the Funds may have difficulty achieving their investment objectives which may adversely impact performance. Further, such events can be highly disruptive to economies and markets, significantly disrupt the operations of individual companies

 

26

 

ETFMG TM ETFs

 

NOTES TO FINANCIAL STATEMENTS 

September 30, 2021 (Continued)

 

(including, but not limited to, the Funds’ Sponsor and third party service providers), sectors, industries, markets, securities and commodity exchanges, currencies, interest and inflation rates, credit ratings, investor sentiment, and other factors affecting the value of the Funds’ investments. These factors can cause substantial market volatility. exchange trading suspensions and closures and can impact the ability of the Funds to complete redemptions and otherwise affect Fund performance and Fund trading in the secondary market. A widespread crisis may also affect the global economy in ways that cannot necessarily be foreseen at the current time. How long such events will last and whether they will continue or recur cannot be predicted. Impacts from these events could have significant impact on a Fund’s performance, resulting in losses to the Funds.

 

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

 

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

 

NOTE 4 – MANAGEMENT AND OTHER CONTRACTS

 

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

 

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

 

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

 

27

 

ETFMG TM ETFs

 

NOTES TO FINANCIAL STATEMENTS 

September 30, 2021 (Continued)

 

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

 

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

 

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

 

NOTE 5 – DISTRIBUTION PLAN

 

The Funds have each adopted a Plan of Distribution pursuant to Rule 12b-1 under the 1940 Act. Under the Plan, each Fund may pay compensation to the Distributor or any other distributor or financial institution with which the Trust has an agreement with respect to each Fund, with the amount of such compensation not to exceed an annual rate of 0.25% of each Fund’s average daily net assets. During the period ended September 30, 2021, the Funds did not incur any 12b-1 expenses.

 

NOTE 6 - PURCHASES AND SALES OF SECURITIES

 

The costs of purchases and sales of securities, excluding short-term securities and in-kind transactions, during the period ended September 30, 2021:

 

    Purchases     Sales  
ETFMG Travel Tech ETF   $ 187,640,432     $ 125,728,958  

 

The costs of purchases and sales of in-kind transactions associated with creations and redemptions during the period ended September 30, 2021:

 

   

Purchases In-Kind 

   

Sales In-Kind 

 
ETFMG Travel Tech ETF   $ 408,492,080     $ 146,196,804  

 

Purchases in-kind are the aggregate of all in-kind purchases and sales in-kind are the aggregate of all in-kind sales. Net capital gains or losses resulting from in-kind redemptions are excluded from the Funds’ determination of taxable gains and are not distributed to shareholders.

 

There were no purchases or sales of U.S. Government obligations during the period ended September 30, 2021. 

 

28

 

ETFMG TM ETFs

 

NOTES TO FINANCIAL STATEMENTS 

September 30, 2021 (Continued)

 

NOTE 7 — SECURITIES LENDING

 

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

 

As of the period ended September 30, 2021 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 Travel Tech ETF   $ 12,335,713     $ 12,693,895  

 

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

 

29

 

ETFMG TM ETFs

 

NOTES TO FINANCIAL STATEMENTS 

September 30, 2021 (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, 2021 were as follows:

 

    Cost    

Gross 

Unrealized

Appreciation 

   

Gross 

Unrealized 

Depreciation 

   

Net 

Unrealized 

Appreciation 

(Depreciation) 

 
ETFMG Travel Tech ETF   $ 376,640,122     $ 24,396,622     $ (65,655,349 )   $ (41,258,727 )
ETFMG 2x Daily Travel Tech ETF                        

 

The difference between the tax cost of investments and the cost of investments for GAAP purposes is primarily due to the tax treatment of wash sale losses.

 

As of September 30, 2021, the components of distributable earnings (loss) on a tax basis were as follows:

 

   

Undistributed 

Ordinary 

Income 

   

Undistributed 

Long-Term 

Gain 

   

Total 

Distributable 

Earnings 

   

Other 

Accumulated 

Loss 

   

Total 

Accumulated 

Gain (Loss) 

 
ETFMG Travel Tech ETF   $     $     $     $ (3,150,353 )   $ (44,409,080 )
ETFMG 2x Daily Travel Tech ETF                       (56,789 )     (56,789 )

 

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, 2021, the Funds had accumulated capital loss carryovers of:

 

   

Capital Loss 

Carryforward 

ST 

   

Capital Loss

 Carryforward 

LT 

    Expires  
ETFMG Travel Tech ETF   $ (2,021,666 )   $       Indefinite  
ETFMG 2x Daily Travel Tech ETF     (56,789 )           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, 2021.

 

   

Late Year 

Ordinary 

Loss 

   

Post- 

October 

Capital 

Loss 

 
ETFMG Travel Tech ETF   $ 1,134,749     $  
ETFMG 2x Daily Travel Tech ETF            

 

30

 

ETFMG TM ETFs

 

NOTES TO FINANCIAL STATEMENTS 

September 30, 2021 (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, 2021, the following table shows the reclassifications made:

 

    Total Distributable Earnings/(Loss)     Paid-In Capital  
ETFMG Travel Tech ETF   $ (25,876,994 )   $ 25,876,994  
ETFMG 2x Daily Travel Tech ETF     170,489       (170,489 )

 

The tax character of distributions paid during the period ended September 30, 2021, and the period ended September 30, 2020 were as follows:

 

   

Year Ended 

September 30, 2021 

   

Year Ended 

September 30, 2020 

 
     

From 

Ordinary 

Income 

     

From 

Capital 

Gains 

     

From 

Ordinary 

Income 

     

From 

Capital 

Gains 

 
ETFMG Travel Tech ETF   $ 24,500           $        
ETFMG 2x Daily Travel Tech ETF                        
                                 

 

NOTE 9 – INVESTMENTS IN AFFILIATES

 

ETFMG Travel Tech ETF 

ETFMG Travel Tech ETF owned the following company during the year ended September 30, 2021. ETFMG Sit Ultra Short ETF is deemed to be an affiliate of the Fund as defined by the 1940 Act as of the year ended September 30, 2021. Transactions during the year in this security were as follows:

 

Security Name   Value at September 30,
2020
    Purchases     Sales     Realized Gain (Loss)(1)     Change in Unrealized Appreciation (Depreciation)     Dividend Income     Value at September 30,
2021
    Ending Shares  
ETFMG Sit Ultra Short ETF *   $     $ 9,947,700     $ (8,702,692 )   $ (1,545 )   $ 412     $     $ 1,243,875       25,000  

 

* Affiliate as of September 30, 2021.
1 Realized Losses include transactions in affiliated investments and affiliated in-kind redemptions.

 

NOTE 10 – LEGAL MATTERS

 

The Trust, a former and current trustee of the Trust, the Adviser and certain officers of the Adviser were defendants in an action filed May 2, 2017 in the Superior Court of New Jersey captioned PureShares, LLC d/b/a PureFunds et al. v. ETF Managers Group, LLC et al., Docket No. C-63-17. The PureShares action alleged claims based on disputes arising out of contractual relationships with the Adviser relating to certain series of the Trust. The action sought damages in unspecified amounts and injunctive relief based on breach of contract, wrongful termination, and several other claims. The PureShares action was dismissed without prejudice by way of stipulation filed on February 14, 2020.

 

The Adviser and its parent, Exchange Traded Managers Group, LLC (“ETFMG”), were defendants in a case filed on October 26, 2017 in the United States District Court for the Southern District of New York by NASDAQ, Inc. (“Nasdaq”) captioned Nasdaq, Inc. v. Exchange Traded Managers Group, LLC et al., Case 1:17-cv-08252. This action arose out of the same facts and circumstances, and relates to the same series of the Trust, as the New Jersey litigation and asserted claims for breach of contract, conversion and certain other claims. The matter was the subject of a bench trial in May 2019, and on December 20, 2019, the Court issued an Opinion and Order awarding compensatory damages to Plaintiff in the amount of $78,403,172.36, plus prejudgment interest (the “Judgment”). The Court also denied Plaintiff’s requests for punitive damages and equitable relief. ETFMG filed a Notice of Appeal from the Judgment in the United States Court of Appeals for the Second Circuit on January 19, 2021, Docket No. 20-300.

 

31

 

ETFMG TM ETFs

 

NOTES TO FINANCIAL STATEMENTS 

September 30, 2021 (Continued)

 

On October 28, 2021, Nasdaq and ETFMG entered into a Judgment Payment Agreement, which satisfied the Judgment. On November 1, 2021, Nasdaq recorded a Satisfaction of Judgment with the United States District Court for the Southern District of New York reflecting that the Judgment was paid in full, and ETFMG withdrew its appeal of the Judgment with prejudice before the United States Court of Appeals for the Second Circuit. PureShares is not a direct party to the Judgment Payment Agreement. ETFMG, however, believes PureShares’ claims in the New Jersey case, if reinstituted, would substantially overlap with those asserted on its behalf by Nasdaq that resulted in the Judgment, which has been satisfied.

 

The Adviser does not believe that the resolution of these matters will have a material adverse effect on the Fund’s financial statements.

 

NOTE 11 – SUBSEQUENT EVENTS

 

In preparing these financial statements, the Funds have evaluated events and transactions for potential recognition or disclosure through the date the financial statements were issued. Except as disclosed in Note 10, this evaluation did not result in any subsequent events that necessitated disclosures and/or adjustments to the financial statements. 

 

32

 

ETFMG TM ETFs

 

Report of Independent Registered Public Accounting Firm

 

To the Board of Trustees of ETF Managers Trust 

and the Shareholders of ETFMG Travel Tech ETF and ETFMG 2x Daily Travel Tech ETF:

 

Opinion on the Financial Statements

 

We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of ETFMG Travel Tech ETF and ETFMG 2x Daily Travel Tech ETF (collectively the “Funds”) (certain of the Funds comprising ETF Managers Trust) as of September 30, 2021, the related statements of operations for the year then ended, the statements of changes in net assets and financial highlights for each of the two years in the period then ended and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Funds as of September 30, 2021, and the results of their operations for the year then ended, and the changes in net assets and financial highlights for each of the two years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

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 are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Funds in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Funds are not required to have, nor were we engaged to perform, an audit of their internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting 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.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of securities owned as of September 30, 2021 by correspondence with the custodian. We believe that our audits provide a reasonable basis for our opinion.

 

/s/WithumSmith+Brown, PC

 

We have served as the auditor of one or more series of the Trust since 2013.

 

New York, New York 

November 29, 2021 

 

33

 

ETFMG 2x Daily Travel Tech ETF

 

APPROVAL OF ADVISORY AGREEMENT AND BOARD CONSIDERATIONS

For the Period Ended September 30, 2021 (Unaudited)

 

Pursuant to Section 15(c) of the Investment Company Act of 1940 (the “1940 Act”), at a meeting held on March 30, 2021, the Board of Trustees (the “Board”) of ETF Managers Trust (the “Trust”) considered the approval of the Amended and Restated Investment Advisory Agreement (the “Agreement”) between ETF Managers Group LLC (the “Adviser”) and the Trust, on behalf of ETFMG 2x Daily Travel Tech ETF (the “New Fund”).

 

Pursuant to Section 15 of the 1940 Act, the Agreement must be approved by the vote of a majority of the Trustees who are not parties to the Agreement or “interested persons” of any party thereto, as defined in the 1940 Act (the “Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval. In preparation for such meeting, the Board requests and reviews a wide variety of information from the Adviser.

 

In reaching its decision, the Board, including the Independent Trustees, considered all factors it believed relevant, including: (i) the nature, extent and quality of the services to be provided to the New Fund’s shareholders by the Adviser; (ii) comparative fee and expense data for the New Fund in relation to other similar investment companies; (iii) the extent to which economies of scale may be realized as the New Fund grows and whether the proposed advisory fee for the New Fund reflects these expected economies of scale for the benefit of the New Fund; and (iv) other financial benefits to the Adviser and its affiliates resulting from services to be rendered to the New Fund. The Board’s review included written and oral information furnished to the Board prior to and at the meeting held on March 30, 2021, and throughout the year. Among other things, the Adviser provided responses to detailed series of questions, which included information about the Adviser’s operations, service offerings, personnel, risk assessment and compliance programs and financial condition. Representatives of the Adviser discussed the services to be provided to the New Fund, the rationale for launching the New Fund, the marketing strategy and the New Fund’s proposed fees in comparison to the fees of comparable investment companies. The Board then discussed the written and oral information that it received before the meeting and throughout the year, and the Adviser’s oral presentation and any other information that the Board received at the meeting, and deliberated on the approval of the Agreement in light of this information.

 

The Independent Trustees were assisted throughout the contract review process by independent legal counsel. The Independent Trustees relied upon the advice of such counsel and their own business judgment in determining the material factors to be considered in evaluating the approval of the Agreement, and the weight to be given to each such factor. The conclusions reached with respect to the Agreement were based on a comprehensive evaluation of all the information provided and not any single factor. Moreover, each Trustee may have placed varying emphasis on particular factors in reaching conclusions with respect to the New Fund. The matters discussed were also considered separately by the Independent Trustees in executive session with independent legal counsel, at which no representatives of management were present.

 

Nature, Extent and Quality of Services Provided. 

The Trustees considered the scope of services to be provided under the Advisory Agreement, noting that the Adviser would be providing investment advisory services to the New Fund. The Board discussed the responsibilities of the Adviser, including: the investment of the New Fund’s assets in accordance with its investment objective and monitoring compliance with various fund policies and procedures and with applicable securities regulations, and arranging for transfer agency, custody, fund administration, and all other non-distribution related services necessary for the New Fund to operate. In considering the nature, extent and quality of the services provided by the Adviser, the Board considered the qualifications, experience and responsibilities of the Adviser’s investment personnel in managing funds with significant derivatives exposure; the quality of the Adviser’s compliance infrastructure and risk assessment capabilities; the marketing strategy for the New Fund and the determination of the Trust’s Chief Compliance Officer that the Adviser has appropriate compliance policies and procedures in place that are reasonably designed to prevent violations of the Federal Securities laws. The Board also took into account the significant investments that the Adviser has made in its business to help ensure the provision of high-quality services to the New Fund, such as the hiring of trading, legal and compliance personnel, and enhancements to technology and related systems. The Board also considered the Adviser’s experience managing ETFs, as well as the Adviser’s response to the market volatility and uncertainty during the recent pandemic.

 

34

 

ETFMG 2x Daily Travel Tech ETF

 

APPROVAL OF ADVISORY AGREEMENT AND BOARD CONSIDERATIONS

For the Period Ended September 30, 2021 (Unaudited) Continued)

 

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 New Fund by the Adviser.

 

Historical Performance. 

The Board noted that the New Fund had not yet commenced operations and that therefore there was no prior performance to review.

 

Cost of Services Provided, Fall-Out Benefits and Economies of Scale. 

The Board reviewed the proposed investment advisory fee for the New Fund and compared it to the total operating expenses of other funds in the industry falling within the same style category, or peer group, as the New Fund, as determined by a third- party service provider and the Adviser. The Board noted that the expense ratio for the New Fund was higher than the average and median expense ratios for its peer ETFs. The Trustees also considered the total expense ratios of other ETFs that they considered to be comparable, based on the investment objectives and strategies of the ETFs. The Board took into consideration management’s discussion of the fees, including that there are limited true peers for the New Fund because of its niche strategies.

 

The Board also noted the importance of the fact that the advisory fee for the New Fund was a “unified fee,” meaning that the shareholders of the New Fund would pay no expenses other than the advisory fee, interest charges on any borrowings, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, extraordinary expenses (such as, among other things and subject to Board approval, certain proxy solicitation costs and non-standard Board-related expenses and litigation against the Board, Trustees, New Fund, Adviser, and officers of the Adviser), and distribution (12b-1) fees and expenses (the “Excluded Expenses”). The Board also noted that the Adviser would be responsible for compensating the New Fund’s other service providers and paying the New Fund’s other expenses out of its own fee and resources. The Board further noted that because the New Fund is new, it was difficult to estimate the profitability of the New Fund to the Adviser. The Board, however, considered collateral or “fall-out” benefits that ETFMG and its affiliates may derive as a result of their relationship with the New Fund.

 

The Board noted that because the New Fund is new, it also was difficult to estimate whether the New Fund would experience economies of scale. The Board noted that the Adviser will review expenses as the New Fund’s assets grow. The Board determined to evaluate economies of scale on an ongoing basis if the New Fund achieved asset growth.

 

In its deliberations, the Board did not identify any single piece of information discussed above that was all-important, controlling or determinative of its decision. Based on the Board’s deliberations and its evaluation of the information described above, the Board, including the Independent Trustees, unanimously: (a) concluded that the terms of the Agreement are fair and reasonable; (b) concluded that the Adviser’s fees are reasonable in light of the services that the Adviser will provide to the New Fund; and (c) approved the Agreement for an initial term of two years. 

 

35

 

ETFMG TM ETFs

 

Expense Example 

Six Months Ended September 30, 2021 (Unaudited)

 

As a shareholder of the Funds you incur two types of costs: (1) transaction costs, including brokerage commissions on purchases and sales of Fund shares, and (2) ongoing costs, including management fees and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Funds and to compare these costs with the ongoing costs of investing in other funds. The examples are based on an investment of $1,000 invested for the period of time as indicated in the table below.

 

Actual Expenses 

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

 

Hypothetical Example for Comparison Purposes 

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

 

Fund Name   Beginning Account Value April 1, 2021     Ending Account Value September 30, 2021     Expenses Paid During the Period     Annualized Expense Ratio During the Period April 1, 2021 to September 30, 2021  
ETFMG Travel Tech ETF                                
Actual     1,000.00       916.50       3.60 (1)     0.75 %
Hypothetical (5% annual)     1,000.00       1,021.31       3.80 (1)     0.75 %
ETFMG 2x Daily Travel Tech ETF                                
Actual     1,000.00       810.50       2.54 (2)     0.95 %
Hypothetical (5% annual)     1,000.00       1,020.31       4.81 (3)     0.95 %

 

(1) Expenses are calculated using the Fund’s annualized expense ratio, multiplied by the average account value during the period, multiplied by 183/365 days (to reflect the six-month period).
(2) Expenses are calculated using the Fund’s annualized expense ratio, multiplied by the average account value during the period, multiplied by 108/365 days (to reflect the period since the Fund’s inception).
(3) For comparative purposes only as the Fund was not in operation for the full six-month period.

 

 

36

 

ETFMG TM ETFs

 

SUPPLEMENTARY INFORMATION 

September 30, 2021 (Unaudited)

 

NOTE 1 – FREQUENCY DISTRIBUTION OF PREMIUMS AND DISCOUNTS

 

Information regarding how often shares of each Fund traded on the Exchange at a price above (i.e., at a premium) or below (i.e., at a discount) the NAV is available on the Fund’s website at www.etfmgfunds.com.

 

NOTE 2 – FEDERAL TAX INFORMATION

 

Qualified Dividend Income/Dividends Received Deduction

 

For the fiscal year ended September 30, 2021, certain dividends paid by the Funds may be subject to a maximum tax rate of 15%, as provided for by the Jobs and Growth Tax Reconciliation Act of 2003. The percentage of dividends declared from ordinary income designated as qualified dividend income was as follows:

 

Fund Name Qualified Dividend Income
ETFMG Travel Tech ETF 49.14%
ETFMG 2x Daily Travel Tech ETF 0.00%

 

For corporate shareholders, the percent of ordinary income distributions qualifying for the corporate dividends received deduction for the fiscal year ended September 30, 2021 was as follows:

 

Fund Name Dividends Received Deduction
ETFMG Travel Tech ETF 3.92%
ETFMG 2x Daily Travel Tech ETF 0.00%

 

Short Term Capital Gain 

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

 

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

 

During the year ended September 30, 2021, the Funds did not declare any long-term realized gains distributions.

 

NOTE 3 – INFORMATION ABOUT PORTFOLIO HOLDINGS

 

The Funds file their complete schedule of portfolio holdings for their first and third fiscal quarters with the Securities and Exchange Commission (“SEC”) on Part F of Form N-PORT. The Funds’ Part F of Form N-PORT is available on the website of the SEC at www.sec.gov and the Funds’ website at www.etfmgfunds.com. Each Fund’s portfolio holdings are posted on their website at www.etfmgfunds.com daily. 

 

37

 

ETFMG TM ETFs

 

SUPPLEMENTARY INFORMATION 

September 30, 2021 (Unaudited) (Continued)

 

NOTE 4 – INFORMATION ABOUT PROXY VOTING

 

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

 

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

 

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

 

38

 

ETFMG TM ETFs

 

Board of Trustees

 

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

 

Name and Year of Birth Position(s) Held with the Trust, Term of Office and Length of Time Served Principal Occupation(s) During Past 5 Years Number of Portfolios in Fund Complex Overseen By Trustee Other Directorships Held by Trustee During Past 5 Years
Interested Trustee and Officers      

Samuel Masucci,

III (1962)

Trustee, Chairman of the Board and President (since 2012); Secretary (since 2014) Chief Executive Officer, Exchange Traded Managers Group LLC (since 2013); Chief Executive Officer, ETF Managers Group LLC (since 2016); Chief Executive Officer, ETF Managers Capital LLC (commodity pool operator) (since 2014); Chief Executive Officer (2012-2016) and Chief Compliance Officer (2012-2014), Factor Advisors, LLC (investment adviser); President and Chief Executive Officer, Factor Capital Management LLC (2012-2014) (commodity pool operator). 17 None

John A. Flanagan,

(1946)

Treasurer (since 2015) President, John A. Flanagan CPA, LLC (accounting services) (since 2010); Treasurer, ETF Managers Trust (since 2015); Chief Financial Officer, ETF Managers Capital, LLC (commodity pool operator) (since 2015). n/a n/a

Reshma A. Tanczos

(1978)

Chief Compliance Officer (since 2016) Chief Compliance Officer of ETFMG Financial LLC (Since 2017); Chief Compliance Officer, ETF Managers Group LLC (since 2016); Chief Compliance Officer, ETF Managers Capital LLC (since 2016); Partner, Crow & Cushing (law firm) (2007-2016). n/a n/a

Matthew J. Bromberg

(1973)

Assistant Secretary (since 2020) General Counsel and Secretary of Exchange Traded Managers Group LLC (since 2020); ETF Managers Group LLC (since 2020); ETFMG Financial LLC (since 2020); ETF Managers Capital LLC (since 2020); Partner of Dorsey & Whitney LLP (law firm) (2019-2020); General Counsel of WBI Investments, Inc. (2016-2019); Millington Securities, Inc. (2016-2019); and Partner of Reed Smith (law firm) (2015- 2016). n/a n/a
* Mr. Masucci is an interested Trustee by virtue of his role as the Chief Executive Officer of the Adviser.

 

39

 

ETFMG TM ETFs

 

Board of Trustees (Continued)

 

Name and Year of Birth Position(s) Held with the Trust, Term of Office and Length of Time Served Principal Occupation(s) During Past 5 Years Number of Portfolios in Fund Complex Overseen By Trustee Other Directorships Held by Trustee During Past 5 Years
Independent Trustees      
Terry Loebs (1963) Trustee (since 2014); Lead Independent Trustee (since 2020) Founder and Managing Member, Pulsenomics LLC (index product development and consulting firm) (since 2011); Managing Director, MacroMarkets, LLC (exchange-traded products firm) (2006-2011). 17 None
Eric Wiegel (1960) Trustee (since 2020) Senior Portfolio Manager, Little House Capital (2019-present); Managing Partner, Global Focus Capital LLC (2013-present); Chief Investment Officer, Insight Financial Strategist LLC (2017- 2018). 17 None

 

40

 

ETFMG TM ETFs

 

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.

 

41

 

Advisor 

ETF Managers Group, LLC 

30 Maple Street, Suite 2, Summit, NJ 07901

 

Distributor 

ETFMG Financial LLC 

30 Maple Street, Suite 2, Summit, NJ 07901

 

Custodian 

U.S. Bank National Association

 

Custody Operations 

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

 

Transfer Agent 

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

615 East Michigan Street, Milwaukee, Wisconsin 53202

 

Securities Lending Agent 

U.S. Bank, National Association 

Securities Lending 

800 Nicolet Mall 

Minneapolis, MN 55402-7020

 

Independent Registered Public Accounting Firm 

WithumSmith + Brown, PC 

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

 

Legal Counsel 

Sullivan & Worcester LLP 

1666 K Street NW, Washington, DC 20006