ETFMG Travel Tech ETF

AWAY

 

ETFMG 2x Daily Travel Tech ETF 

AWYX

 

Semi-Annual Report

 

March 31, 2022

(Unaudited)

 

 

 

 

The funds are series of ETF Managers Trust.

 

 

 

 

ETFMG TM ETFs
 
TABLE OF CONTENTS
March 31, 2022 (Unaudited)

 

  Page
Shareholder Letter 2
   
Growth of $10,000 Investment – AWAY 5
   
Top 10 Holdings – AWAY 6
   
Growth of $10,000 Investment – AWYX 7
   
Important Disclosures and Key Risk Factors 8
   
Portfolio Allocations 10
   
Schedule of Investments and Total Return Swaps 11
   
Statements of Assets and Liabilities 16
   
Statements of Operations 17
   
Statements of Changes in Net Assets 18
   
Financial Highlights 20
   
Notes to the Financial Statements 22
   
Approval of Advisory Agreement and Board Considerations 34
   
Expense Example 37
   
Statement Regarding Liquidity Risk Management Program 38
   
Supplementary Information 39
   
Information About Portfolio Holdings 39
   
Information About Proxy Voting 40
   
Trustees and Officers Table 41

 

 

 

 

 

ETFMG TM ETFs

 

Dear Shareholder,

 

On behalf of the entire team, we want to express our appreciation for the confidence you have placed in these ETFs. The following information pertains to the fiscal period from October 1, 2021 to March 31, 2022.

 

Performance Overview

 

During the 6-month period ended March 31, 2022, the S&P 500 Information Technology Sector Index, a broad measure of US listed technology companies, returned 6.94%. During the same period, the S&P Global 1200 Information Technology Sector Index, a broad measure of global technology companies, returned 2.81%. Below is a performance overview for each fund for the same 6-month period.

 

ETFMG Travel Tech ETF (AWAY)

 

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

 

Over the fiscal period, the total return for the Fund was -16.22%, while the total return the for the Index was -15.79%. The best performers in the Fund, on the basis of contribution to return, were Expedia Group Inc, Sabre Corp, Edreams Odigeo Sl, Despegar.Com Corp and Airbnb Inc-Class A, while the worst performers were Didi Global Inc, Trip.Com Group Ltd-Adr, Tongcheng Travel Holdings Lt, Lyft Inc-A, Travelsky Technology Ltd-H and Siteminder Ltd.

 

At the end of the reporting period, the Fund saw an average approximate allocation of 62.25% to Consumer Discretionary, 16.29% to Information Technology and 13.55% to Industrials. The portfolio securities of the Fund were exposed predominately to the United States at 34.25%, 11.98% to Canada and 11.34% to Australia.

 

ETFMG 2x Daily Travel Tech ETF (AWYX)

 

Operational Review

 

The discussion below relates to the performance of the ETFMG 2x Daily Travel Tech ETF (“AWYX” or the “ETF”) for the period from October 1, 2021 to March 31, 2022. The ETF is leveraged and seeks daily investment results, before fees and expenses, of 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 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.

  

 

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ETFMG TM ETFs 

 

The ETF may use certain investment techniques, including its 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 will most likely 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. Certain of 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 exposure, the ETF incurs a cost OBFR plus or minus a spread as applied to the borrowed portion of the ETF’s exposure. The spread varies by fund 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.

  

 

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ETFMG TM ETFs

 

Swap Agreements:

 

During the reporting period, AWYX invested in swap agreements in order to gain the desired exposure to the Index. These derivatives generally tracked the performance of AWAY and the AWYX was generally negatively impacted from financing rates associated with their use. AWYX entered into swap agreements with counterparties that the Adviser determined to be significant global financial institutions.

 

If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in AWYX may decline. AWYX seeks to mitigate this risk by generally requiring counterparties to post collateral for its benefit, marked to market daily, in an amount approximately equal to the amount the counterparty owed AWYX, subject to certain minimum thresholds.

 

Performance Review

 

The following information pertains to the fiscal period from October 1, 2021 to March 31, 2022. 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 -15.79% and a volatility of 32.7%. 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 -34.00% for the reporting period and had a volatility of 74.2%. For the reporting period AWYX had an average daily volume of 933 shares and an average daily statistical correlation of 95.9% to the return of the Index.

 

We thank you for your interest in our ETFs. You can find further details about AWAY and AWYX by visiting www.etfmg.com, or by calling 1-844-ETF-MGRS (1-844-383-6477).

 

Sincerely,

 

 

 

Samuel Masucci III 

Chairman of the Board

  

 

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ETFMG TM ETFs

 

ETFMG Travel Tech ETF 

Growth of $10,000 (Unaudited)

 

 

 

 

          Since     Value of  
Average Annual Returns   1 Year     Inception     $10,000  
Period Ended March 31, 2022   Return     (2/12/2020)     (3/31/2022)  
ETFMG Travel Tech ETF (NAV)     -23.22%       -2.33%     $ 9,509  
ETFMG Travel Tech ETF  (Market)     -24.02%       -2.36%     $ 9,504  
S&P 500 Index     15.65%       16.60%     $ 13,872  
Prime Travel Technology Index GTR     -22.80%       -2.34%     $ 9,508  
Prime Travel Technology Index NTR     -22.79%       -2.35%     $ 9,505  

 

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.

 

 

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ETFMG TM ETFs
 
ETFMG Travel Tech ETF

 

Top Ten Holdings as of March 31, 2022 (Unaudited)*
     
  Security % of Total
Investments
 
1 Trainline PLC 5.01%  
2 Airbnb, Inc. - Class A 4.58%  
3 Uber Technologies, Inc. 4.55%  
4 Booking Holdings, Inc. 4.51%  
5 Sabre Corp. 4.32%  
6 Expedia Group, Inc. 4.27%  
7 TripAdvisor, Inc. 4.20%  
8 Corporate Travel Management, Ltd. 3.97%  
9 MakeMyTrip, Ltd. 3.85%  
10 Webjet, Ltd. 3.81%  
  Top Ten Holdings = 43.07% of Total Investments    
  * Current Fund holdings may not be indicative of future Fund holdings.    

 

 

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ETFMG TM ETFs

 

ETFMG 2x Daily Travel Tech ETF

Growth of $10,000 (Unaudited)

 

 

 

 

    Since     Value of  
Average Cumulative Returns   Inception     $10,000  
Period Ended March 31, 2022   (6/15/2021)     (3/31/2022)  
ETFMG 2x Daily Travel Tech ETF (NAV)     -46.50%     $ 5,350  
ETFMG 2x Daily Travel Tech ETF (Market)     -46.10%     $ 5,390  
S&P 500 Index     7.85%     $ 10,785  
Prime Travel Technology Index GTR     -22.43%     $ 7,757  
Prime Travel Technology Index NTR     -22.43%     $ 7,757  

 

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.

 

 

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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.

 

 

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ETFMG TM ETFs

 

PORTFOLIO ALLOCATIONS 

As of March 31, 2022 (Unaudited)

 

          ETFMG 2x  
    ETFMG     Daily  
    Travel Tech     Travel Tech  

  ETF     ETF  
As a percent of Net Assets:            
Australia     11.3 %     %
Brazil     2.6        
Cayman Islands     9.1        
China     2.9        
Japan     6.5        
Mauritius     4.1        
Netherlands     4.3        
Republic of Korea     6.1        
Spain     7.4        
United Kingdom     8.6        
United States     34.2        
Virgin Islands     2.2        
Exchange Traded Funds     0.4        
Short-Term and other Net Assets (Liabilities)     0.3       100.0  
      100.0 %     100.0 %

  

 

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ETFMG TM ETFs

 

ETFMG Travel Tech ETF

 

Schedule of Investments 

March 31, 2022 (Unaudited)

 

    Shares     Value  
COMMON STOCKS - 99.3%                
Australia - 11.3%                
Hotels, Restaurants & Leisure - 8.2% (d)                
Corporate Travel Management, Ltd. (a)     671,963     $ 11,942,232  
Webjet, Ltd. (a)     2,731,071       11,444,519  
Total Hotels, Restaurants & Leisure             23,386,751  
Software - 3.1%                
SiteMinder, Ltd. (a)     2,646,860       8,952,533  
Total Australia             32,339,284  
                 
Brazil - 2.6%                
Hotels, Restaurants & Leisure - 2.6% (d)                
CVC Brasil Operadora e Agencia de Viagens SA (a)     2,154,316       7,542,968  
IT Services - 0.0% (g)                
Cielo SA     57,523       37,333  
Total Brazil             7,580,301  
                 
Cayman Islands - 9.1%                
Hotels, Restaurants & Leisure - 6.7% (d)                
Tongcheng Travel Holdings, Ltd. (a)     5,505,762       9,840,127  
Trip.com Group, Ltd. - ADR (a)     400,157       9,251,630  
Total Hotels, Restaurants & Leisure             19,091,757  
Road & Rail - 2.4%                
DiDi Global, Inc. - ADR (a)     2,706,833       6,767,083  
Total Cayman Islands             25,858,840  
                 
China - 2.9%                
IT Services - 2.9%                
TravelSky Technology, Ltd.     5,763,609       8,314,348  
                 
Japan - 6.5%                
Hotels, Restaurants & Leisure - 5.6% (d)                
Adventure, Inc.     80,184       5,815,876  
Airtrip Corp.     226,991       5,630,958  
Open Door, Inc. (a)     291,252       4,528,832  
Total Hotels, Restaurants & Leisure             15,975,666  
Internet & Direct Marketing Retail - 0.9%                
Temairazu, Inc.     64,591       2,533,449  
Total Japan             18,509,115  
                 
Mauritius - 4.1%                
Hotels, Restaurants & Leisure - 4.1% (d)                
MakeMyTrip, Ltd. (a)     431,490       11,576,877  

 

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

 

 

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ETFMG TM ETFs

 

ETFMG Travel Tech ETF

 

Schedule of Investments 

March 31, 2022 (Unaudited) (Continued)

 

 

    Shares     Value  
Netherlands - 4.3%            
Hotels, Restaurants & Leisure - 1.5% (d)                
Lastminute.com NV (a)     103,653     $ 4,329,859  
Interactive Media & Services - 2.8%                
Trivago NV - ADR (a)     3,443,336       8,126,273  
Total Netherlands             12,456,132  
                 
Republic of Korea - 6.1%                
Hotels, Restaurants & Leisure - 6.1% (d)                
Hana Tour Service, Inc. (a)     116,740       8,186,873  
Lotte Tour Development Co., Ltd. (a)     609,825       9,006,120  
Total Hotels, Restaurants & Leisure             17,192,993  
IT Services - 0.0% (g)                
Danal Co., Ltd. (a)     881       8,977  
Kakaopay Corp. (a)     433       53,051  
Total IT Services             62,028  
Total Republic of Korea             17,255,021  
                 
Spain - 7.4%                
Hotels, Restaurants & Leisure - 3.5% (d)                
eDreams ODIGEO SA (a)     1,116,916       9,946,539  
IT Services - 3.9%                
Amadeus IT Group SA (a)     168,735       11,046,781  
Total Spain             20,993,320  
                 
United Kingdom - 8.6%                
Hotels, Restaurants & Leisure - 6.8% (d)                
On the Beach Group PLC (a)(f)     1,464,413       4,511,125  
Trainline PLC (a)(f)     4,589,482       15,072,388  
Total Hotels, Restaurants & Leisure             19,583,513  
Software - 1.8%                
accesso Technology Group PLC (a)     456,523       5,037,561  
Total United Kingdom             24,621,074  
                 
United States - 34.2%                
Airlines - 2.5%                
Blade Air Mobility, Inc. (a)(b)     825,419       7,007,807  
Hotels, Restaurants & Leisure - 14.0% (d)                
Airbnb, Inc. - Class A (a)(b)     80,096       13,757,289  
Booking Holdings, Inc. (a)     5,780       13,574,041  
Expedia Group, Inc. (a)     65,589       12,833,800  
Total Hotels, Restaurants & Leisure             40,165,130  
Interactive Media & Services - 4.5%                
TripAdvisor, Inc. (a)     465,326       12,619,641  
IT Services - 4.5%                
Sabre Corp. (a)(b)     1,136,866       12,994,378  
 

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

  

 

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ETFMG TM ETFs

 

ETFMG Travel Tech ETF

 

Schedule of Investments

March 31, 2022 (Unaudited) (Continued)

 

    Shares     Value  
Road & Rail - 8.7%                
Lyft, Inc. - Class A (a)(b)     292,053     $ 11,214,835  
Uber Technologies, Inc. (a)     383,050       13,667,224  
Total Road & Rail             24,882,059  
Total United States             97,669,015  
                 
Virgin Islands (UK) - 2.2%                
Hotels, Restaurants & Leisure - 2.2% (d)                
Despegar.com Corp. (a)     507,518       6,191,720  
TOTAL COMMON STOCKS (Cost $334,203,345)             283,365,047  
                 
INVESTMENTS PURCHASED WITH PROCEEDS FROM                
SECURITIES LENDING COLLATERAL - 5.4%                
ETFMG Sit Ultra Short ETF (e)     25,000       1,226,615  
Mount Vernon Liquid Assets Portfolio, LLC, 0.41% (c)     14,119,299       14,119,299  
TOTAL INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL (Cost $15,362,762)             15,345,914  
                 
SHORT-TERM INVESTMENTS - 0.7%                
Money Market Funds - 0.7%                
First American Government Obligations Fund - Class X, 0.18% (c)     1,984,330       1,984,330  
TOTAL SHORT-TERM INVESTMENTS (Cost $1,984,330)             1,984,330  
                 
Total Investments (Cost $351,550,437) - 105.4%             300,695,291  
Liabilities in Excess of Other Assets - (5.4)%             (15,525,289 )
TOTAL NET ASSETS - 100.0%           $ 285,170,002  
                 
Percentages are stated as a percent of net assets.                

 

ADR American Depositary Receipt
PLC Public Limited Company

(a) Non-income producing security.

(b) This security or a portion of this security was out on loan at March 31, 2022.

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

(d) As of March 31, 2022, the Fund had a significant portion of its assets in the Hotels, Restaurants & Leisure Industry.

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

(f) Security exempt from registration pursuant to Rule 144A under the Securities Act of 1933, as amended. This security may be resold in transitions exempt from registration to qualified institutional investors. At March, 31, 2022, the market value of these securities total $19,583,513, which represents 6.8% of total net assets.

(g) Less than 0.05%.

 

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

 

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

 

 

13 

 

ETFMG TM ETFs

 

ETFMG 2x Daily Travel Tech ETF

 

Schedule of Investments 

March 31, 2022 (Unaudited)

 

 


  Shares     Value  
SHORT-TERM INVESTMENTS - 12.8%      
Money Market Funds - 12.8%                
First American Government Obligations Fund - Class X, 0.18% (a)     68,328     $ 68,328  
TOTAL SHORT-TERM INVESTMENTS (Cost $68,328)             68,328  
                 
Total Investments (Cost $68,328) - 12.8%             68,328  
Assets in Excess of Other Liabilities - 87.2%             466,651  
TOTAL NET ASSETS - 100.0%           $ 534,979  

 

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

 

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

 

 

14 

 

ETFMG TM ETFs

 

ETFMG 2x Daily Travel Tech ETF

 

Schedule of Total Return Swaps 

March 31, 2022 (Unaudited)

 

    Fund                                  
    Pays/Receives                   Upfront           Unrealized  
Reference   Reference         Payment     Financing   Premiums     Notional     Appreciation  
Entity   Entity     Counterparty   Frequency     Rate   Paid/Received     Amount     (Depreciation)  
ETFMG Travel Tech ETF Swap   Receives  
Cowen and Company, LLC   Monthly     Overnight Bank Funding Rate Index + 1.25%   $     $ 1,047,803     $  

  

 

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

 

 

15 

 

ETFMG TM ETFs

 

STATEMENTS OF ASSETS AND LIABILITIES

As of March 31, 2022 (Unaudited)

 

    ETFMG     ETFMG 2x  
    Travel Tech     Daily Travel  
    ETF     Tech ETF  
ASSETS  

   

 
Investments in unaffiliated securities, at value*   $ 299,468,676     $ 68,328  
Investments in affiliated securities, at value*     1,226,615        
Deposits at Broker for total return swap contracts           484,614  
Receivables:                
Dividends and interest receivable           6  
Securities lending income receivable     7,675        
Receivable for investments sold     60,063        
Total assets     300,763,029       552,948  
                 
                 
LIABILITIES                
Collateral received for securities loaned (Note 7)   $ 15,362,762     $  
Payable for open swap contracts           17,572  
Payables:                
Foreign currency payable to Custodian, at value*     60,063        
Dividends and interest payable     762        
Management fees payable     169,440       397  
Total liabilities     15,593,027       17,969  
Net Assets   $ 285,170,002     $ 534,979  
                 
NET ASSETS CONSIST OF:                
Paid-in Capital   $ 387,775,450     $ 867,307  
Total Distributable Earnings (Accumulated Losses)     (102,605,448 )     (332,328 )
Net Assets   $ 285,170,002     $ 534,979  
                 
*Identified Cost:                
                 
Investments in unaffiliated securities   $ 350,306,974     $ 68,328  
Investments in affiliated securities     1,243,463        
Foreign currency     60,063        
                 
Shares Outstanding^     12,000,000       100,000  
                 
Net Asset Value, Offering and Redemption Price per Share   $ 23.76     $ 5.35  

 


^ No par value, unlimited number of shares authorized

   

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

 

 

16 

 

ETFMG TM ETFs

 

STATEMENTS OF OPERATIONS 

For the Period Ended March 31, 2022 (Unaudited)

 

          ETFMG 2x  
    ETFMG     Daily ETFMG  
    Travel Tech     Travel Tech  
    ETF     ETF  
INVESTMENT INCOME                
Income:                
Interest   $ 276     $ 60  
Securities lending income     380,071        
Total Investment Income     380,347       60  
                 
Expenses:                
Management fees     1,070,964       2,968  
Dividend and interest expense     102,050        
Total Expenses     1,173,014       2,968  
Net Investment Loss     (792,667 )     (2,908 )
                 
REALIZED & UNREALIZED GAIN (LOSS) ON INVESTMENTS                
Net Realized Gain (Loss) on:                
Unaffiliated Investments     (29,109,897 )      
In-Kind redemptions     (345,031 )      
Foreign currency and foreign currency translation     (129,190 )      
Total return swap contracts           (272,631 )
Net Realized Gain (Loss) on Investments and In-Kind redemptions     (29,584,118 )     (272,631 )
Net Change in Unrealized Appreciation (Depreciation) of:                

Unaffiliated Investments

    (27,802,323 )      
Affiliated Investments     (17,260 )      
Net Change in Unrealized Appreciation (Depreciation) of Investments     (27,819,583 )      
Net Realized and Unrealized Loss on Investments     (57,403,701 )     (272,631 )
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS   $ (58,196,368 )   $ (275,539 )

 

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

 

 

17 

 

ETFMG TM ETFs

 

ETFMG Travel Tech ETF

 

STATEMENTS OF CHANGES IN NET ASSETS

 

 

    Period Ended        
    March 31,     Year Ended  
    2022     September 30,  
    (Unaudited)     2021  
OPERATIONS            
Net investment loss   $ (792,667 )   $ (941,304 )
Net realized gain (loss) on investments and in-kind  redemptions     (29,584,118 )     6,330,015  
Net change in unrealized appreciation (depreciation) of investments and foreign currency and foreign currency translation     (27,819,583 )     (22,656,862 )
Net decrease in net assets resulting from operations     (58,196,368 )     (17,268,151 )
                 
DISTRIBUTIONS TO SHAREHOLDERS                
Total distributions from distributable earnings           (24,500 )
                 
CAPITAL SHARE TRANSACTIONS                
Net increase in net assets derived from net change in outstanding shares     21,287,245       323,905,900 1
Transaction Fees (See Note 1)     121,942       243,915  
Net increase in net assets from capital share transactions     21,409,187       324,149,815  
Total increase (decrease) in net assets     (36,787,181 )     306,857,164  
                 
NET ASSETS                
Beginning of Period     321,957,183       15,100,019  
End of Period   $ 285,170,002     $ 321,957,183  

 

Summary of share transactions is as follows:                  
    Period Ended              
    March 31, 2022     Year Ended  
    (Unaudited)     September 30, 2021  
    Shares     Amount     Shares     Amount  
Shares Sold     3,600,000     $ 96,246,865       16,450,000     $ 496,261,225  
Transaction Fees  (See Note 1)           121,942             243,915  
Shares Redeemed     (2,950,000 )     (74,959,620 )     (5,900,000 )     (172,355,325 )
Net Transactions in Fund Shares     650,000     $ 21,409,187       10,550,000     $ 324,149,815  
Beginning Shares     11,350,000               800,000          
Ending Shares     12,000,000               11,350,000          

  


1 Includes reimbursement of $1,545 due to net asset value error.

 

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

  

 

18 

 

ETFMG TM ETFs

 

ETFMG 2x Daily Travel Tech ETF

 

STATEMENTS OF CHANGES IN NET ASSETS

 

 

    Period Ended        
    March 31,     Period Ended  
    2022     September 30,  
    (Unaudited)     20211  
OPERATIONS                
Net investment loss   $ (2,908 )   $ (1,959 )
Net realized loss on swap contracts     (272,631 )     (225,319 )
Net decrease in net assets resulting from operations     (275,539 )     (227,278 )
                 
CAPITAL SHARE TRANSACTIONS                
Net increase in net assets from capital share transactions           1,037,796  
Total increase (decrease) in net assets     (275,539 )     810,518  
                 
NET ASSETS                
Beginning of Period     810,518        
End of Period   $ 534,979     $ 810,518  

 

Summary of share transactions is as follows:            

 

      Period Ended              
      March 31, 2022     Period Ended  
      (Unaudited)     September 30, 20211  
      Shares     Amount     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       100,000                        
Ending Shares       100,000               100,000          

 


1 The Fund commenced operations on June 15, 2021.

 

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

 

 

19 

 

ETFMG TM ETFs

 

ETFMG Travel Tech ETF

 

FINANCIAL HIGHLIGHTS 

For a capital share outstanding throughout each period/year

 

 

    Period Ended
March 31, 2022
(Unaudited)
    Year Ended
September 30,
2021
    Period Ended
September 30,
20201
 
                   
Net Asset Value, Beginning Period/Year   $ 28.37     $ 18.88     $ 25.00  
Income (Loss) from Investment Operations:                        
Net investment income (loss)2     (0.07 )     (0.13 )     (0.02 )
Net realized and unrealized gain (loss) on investments     (4.55 )     9.60       (6.12 )
Total from investment operations     (4.62 )     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     0.01       0.03       0.02  
Net asset value, end period/year   $ 23.76     $ 28.37     $ 18.88  
Total Return     -16.22 %3     50.35 %     -24.50 %3
                         
Ratios/Supplemental Data:                        
Net assets at end period/year (000’s)   $ 285,170     $ 321,957     $ 15,100  
                         
Expenses to Average Net Assets     0.82 %4,5     0.75 %     0.75 %4
Net Investment Income (Loss) to Average Net Assets     -0.56 %4     -0.43 %     0.30 %4
Portfolio Turnover Rate     17 %3     57 %     49 %3

 


1 Commencement of operations on February 12, 2020.

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

3 Not annualized.

4 Annualized.

5 Includes 0.07% of dividend and interest expense.

 

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

 

 

20 

 

ETFMG TM ETFs

 

ETFMG 2x Daily Travel Tech ETF

 

FINANCIAL HIGHLIGHTS 

For a capital share outstanding throughout each period

 

 

    Period Ended
March 31,
2022
(Unaudited)
    Period Ended
September 30,
20211
 
                 
Net Asset Value, Beginning Period   $ 8.11     $ 10.00  
Income (Loss) from Investment Operations:                
Net investment income (loss) 2     (0.03 )     (0.02 )
Net realized and unrealized gain (loss) on investments     (2.73 )     (1.87 )
Total from investment operations     (2.76 )     (1.89 )
Net asset value, end period   $ 5.35     $ 8.11  
Total Return     -34.00 %3     -18.95 %3
                 
Ratios/Supplemental Data:                
Net assets at end of period (000’s)   $ 535     $ 811  
                 
Gross Expenses to Average Net Assets     0.95 %4     0.95 %4
Net Investment Income (Loss) to Average Net Assets     -0.93 %4     -0.80 %4
Portfolio Turnover Rate     0 %3     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.

 

 

21 

 

ETFMG TM ETFs

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2022 (Unaudited)  

 

NOTE 1 – ORGANIZATION

 

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

 

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

 

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

 

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

 

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

 

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

 

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

  

 

22 

 

ETFMG TM ETFs

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2022 (Unaudited) (Continued) 

 

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

 

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

 

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

 

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

 


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

 

Securities for which quotations are not readily available are valued at their respective fair values as determined in good faith by the Board of Trustees (the “Board”). When a security is “fair valued,” consideration is given to the facts and circumstances relevant to the particular situation, including a review of various factors set forth in the pricing procedures adopted by the Funds’ Board. The use of fair value pricing by a Fund may cause the net asset value of its shares to differ significantly from the net asset value that would be calculated without regard to such considerations. As of March 31, 2022, 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.

 

 

23 

 

ETFMG TM ETFs

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2022 (Unaudited) (Continued)

 

 

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

 

The following is a summary of the inputs used to value the Funds’ net assets as of March 31, 2022:

 

ETFMG Travel Tech ETF                        
Assets^   Level 1     Level 2     Level 3     Total  
Common Stocks   $ 283,365,047     $     $     $ 283,365,047  
Short-Term Investments     1,984,330                   1,984,330  
ETFMG Sit Ultra Short ETF**     1,226,615                   1,226,615  
Investments Purchased with Securities Lending                                
Collateral*                       14,119,299  
Total Investments in Securities   $ 286,575,992     $     $     $ 300,695,291  

 

ETFMG 2x Daily Travel Tech ETF                        
Assets^   Level 1     Level 2     Level 3     Total  
Short-Term Investments   $ 68,328     $     $     $ 68,328  
Total Investments in Securities   $ 68,328     $     $     $ 68,328  

 

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.

  

 

24 

 

ETFMG TM ETFs

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2022 (Unaudited) (Continued)

 

 

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

 

Each Fund recognizes the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities. Each Fund has analyzed its tax position and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions expected to be taken in the Funds’ 2021 tax returns. The Funds identify their major tax jurisdictions as U.S. Federal, the State of New Jersey, and the State of Delaware; however the Funds are not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months.

 

As of March 31, 2022, 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.

 

 

25 

 

ETFMG TM ETFs

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2022 (Unaudited) (Continued)

 

 


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

 

Derivatives

 

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

 

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

 

The following table presents the Funds’ gross derivative assets and liabilities by counterparty and contract type, net of amounts available for offset under a master netting agreement and the related collateral received or pledged by the Funds as of March 31, 2022.

 

ETFMG 2x Daily Travel Tech ETF

 

          Gross                      
          Amounts of               Gross Amounts not offset in      
          Recognized               the Statements of Assets &      
          Assets               Liabilities      
          Presented in     Gross                      
        the Statements     Amounts                      
    Investment     of Assets &     Available         Financial     Collateral      
Counterparty   Type     Liabilities     Offset   Net Amounts   Instruments     Received   Net Amount  
Cowen and   Total Return                                  
Company, LLC   Swap Contract   $ (17,572)  
$   $ (17,572)   $-   $   $ (17,572)  

 

The average monthly notional amount of the swap contracts during the period ended March 31, 2022 for AWYX was $1,120,452.

 

The following is a summary of the effect of swap contracts on the Funds’ Statements of Assets and Liabilities as of March 31, 2022:

 

                    Net  
                    Unrealized  
        Assets     Liabilities     Gain (Loss)  
ETFMG 2x Daily Travel Tech ETF   Swap Contract   $     $ 17,572     $  
                             

 

 

26 

 

ETFMG TM ETFs

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2022 (Unaudited) (Continued) 

 

The following is a summary of the effect of swap contracts on the Funds’ Statements of Operations for the period ended March 31, 2022:

 

        Realized Gain
(Loss) 
    Change in Unrealized
 Appreciation/Depreciation
 
ETFMG 2x Daily Travel Tech ETF   Swap Contract   $ (272,631 )   $  

 

NOTE 3 – RISK FACTORS

 

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

 

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

 

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

 

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

 

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

 

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

 

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

  

 

27 

 

ETFMG TM ETFs

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2022 (Unaudited) (Continued)

 

  

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

 

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

 

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%

 

 

28 

 

ETFMG TM ETFs

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2022 (Unaudited) (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 March 31, 2022, the Funds did not incur any 12b-1 expenses.

 

NOTE 6 - PURCHASES AND SALES OF SECURITIES

 

The costs of purchases and sales of securities, excluding short-term securities and in-kind transactions, during the period ended March 31, 2022:

 

    Purchases   Sales
ETFMG Travel Tech ETF   $61,897,968   $49,238,550

 

 

The costs of purchases and sales of in-kind transactions associated with creations and redemptions during the period ended March 31, 2022:

 

    Purchases In-   Sales In-
    Kind   Kind
ETFMG Travel Tech ETF   $ 66,210,066   $59,859,950

 

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

 

There were no purchases or sales of U.S. Government obligations during the period ended March 31, 2022.

 

 

29 

 

ETFMG TM ETFs

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2022 (Unaudited) (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 March 31, 2022 the value of the securities on loan and payable for collateral due to broker were as follows:

 

Value of Securities on Loan Collateral Received            
    Values of     Fund  
    Securities     Collateral  
Fund   on Loan     Received*  
ETFMG Travel Tech ETF   $ 14,916,010     $ 15,362,762  

 

*  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.

 

 

30 

 

ETFMG TM ETFs

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2022 (Unaudited) (Continued)

 

NOTE 8 – FEDERAL INCOME TAXES

 

The components of distributable earnings (losses) and cost basis of investments for federal income tax purposes at September 30, 2021 were as follows:

 

                      Net  
          Gross     Gross     Unrealized  
          Unrealized     Unrealized     Appreciation  
    Cost     Appreciation     Depreciation     (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           Total     Other     Total  
    Ordinary     Undistributed     Distributable     Accumulated     Accumulated  
    Income     Long-Term Gain     Earnings     Loss     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     Capital Loss        
    Carryforward     Carryforward        
    ST     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.

 

          Post-  
    Late Year     October  
    Ordinary     Capital  
    Loss     Loss  
ETFMG Travel Tech ETF   $ 1,134,749     $  
ETFMG 2x Daily Travel Tech ETF            

  

 

31 

 

ETFMG TM ETFs

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2022 (Unaudited) (Continued)

 

 

The tax character of distributions paid during the period ended March 31, 2022, and the year ended September 30, 2021 were as follows:

 

    Period Ended     Year Ended  
    March 31, 2022     September 30, 2021  
    From     From     From     From  
    Ordinary     Capital     Ordinary     Capital  
    Income     Gains     Income     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 period ended March 31, 2022. ETFMG Sit Ultra Short ETF is deemed to be an affiliate of the Fund as defined by the 1940 Act as of the period ended March 31, 2022. Transactions during the period in this security were as follows:

 

                        Change in                  
    Value at               Realized   Unrealized         Value at        
    September 30,               Gain   Appreciation     Dividend   March 31,     Ending  
Security Name   2021     Purchases     Sales     (Loss)(1)   (Depreciation)     Income   2022     Shares  
ETFMG Sit Ultra Short ETF *   $ 1,243,875     $   $     $   $ (17,260 )   $   $ 1,226,615       25,000  

 

*Affiliate as of March 31, 2022. 

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

 

NOTE 10 – LEGAL MATTERS

 

The Adviser and its parent, ETFMG, were defendants in a case filed on October 26, 2017 in the United States District Court for the Southern District of New York by NASDAQ, Inc. (“Nasdaq”) captioned Nasdaq, Inc. v. Exchange Traded Managers Group, LLC et al., Case 1:17-cv-08252 (the “New York Action”). This action asserted claims for breach of contract, conversion and certain other claims based on disputes arising out of contractual relationships with the Adviser relating to certain series of the Trust. 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”). In its decision, the Court in the New York Action stated that its damages award, which gave rise to the Judgment, “includes the share of profits to which Nasdaq’s venture partner PureShares was entitled[.]”

 

ETFMG filed a Notice of Appeal from the Judgment in the United States Court of Appeals for the Second Circuit on January 19, 2020, Docket No. 20-300. On October 28, 2021, Nasdaq and ETFMG entered into a Judgment Payment Agreement, which settled the matter and 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.

 

The Trust, the Adviser, and certain officers and affiliated persons of the Adviser (together with the Adviser, the “Adviser Defendants”) have been named as defendants in an action filed December 21, 2021, in the Superior Court of New Jersey, Union County, captioned PureShares, LLC, d/b/a PureFunds et al. v. ETF Managers Group, LLC et al., Docket No. UNN-C -152-21 (the “NJ Action”). The NJ Action asserts breach of contract, defamation and other tort claims arising from the same facts and circumstances, and relates to the same series of the Trust, that gave rise to the New York Action.

 

 

32 

 

ETFMG TM ETFs

 

NOTES TO FINANCIAL STATEMENTS

March 31, 2022 (Unaudited) (Continued)

 

The NJ Action seeks damages in unspecified amounts and injunctive relief. On February 19, 2022, the Adviser, together with the other named affiliates, filed a motion for an Order dismissing the complaint filed by the Plaintiffs, in part, on the basis that Plaintiffs’ claims overlap with, and are barred by, those claims previously asserted by Nasdaq (and resolved on PureShares’ behalf) in the New York Action that resulted in the judgment against the defendants, which has been satisfied.

 

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 below, this evaluation did not result in any subsequent events that necessitated disclosures and/or adjustments to the financial statements.

 

With respect to Note 10 – Legal Matters, on May 25, 2022, the court in the NJ Action dismissed with prejudice all claims asserted against the Trust as well as, all claims asserted against the Adviser Defendants, aside from the defamation claim. The Adviser Defendants intend to vigorously defend themselves against this sole remaining claim.

  

 

33 

 

ETFMG Travel Tech ETF

ETFMG 2x Daily Travel Tech ETF

 

APPROVAL OF ADVISORY AGREEMENT AND BOARD CONSIDERATIONS

For the Period Ended March 31, 2022 (Unaudited)

 

Pursuant to Section 15(c) of the Investment Company Act of 1940 (the “1940 Act”), at a meeting held on March 28-29, 2022, the Board of Trustees (the “Board”) of ETF Managers Trust (the “Trust”) considered the renewal of the Amended and Restated Investment Advisory Agreement (the “Advisory Agreement”) between ETF Managers Group LLC (the “Adviser”) and the Trust, on behalf of each of ETFMG Travel Tech ETF (“AWAY”) and ETFMG 2x Daily Travel Tech ETF (AWYX) (each a “Fund” and collectively, the “Funds”).

 

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

 

In reaching its decision, the Board, including the Independent Trustees, considered all factors it believed relevant, including: (i) the nature, extent and quality of the services provided to the Funds by the Adviser; (ii) the investment performance of the Funds; (iii) the Adviser’s costs and profits realized in providing services to the Funds, including any fall-out benefits enjoyed by the Adviser; (iv) comparative fee and expense data for the Funds in relation to other similar investment companies; (v) the extent to which economies of scale would be realized as the Funds grow and whether the advisory fees for the Funds reflect these economies of scale for the benefit of the Funds; and (vi) other financial benefits to the Adviser and its affiliates resulting from services rendered to the Funds. The Board’s review included written and oral information furnished to the Board prior to and at the meeting held on March 28-29, 2022, and throughout the year. Among other things, the Adviser provided responses to a detailed series of questions, which included information about the Adviser’s operations, service offerings, personnel, risk assessment process, compliance program and financial condition. The Board then discussed the written and oral information that it received before the meeting and throughout the year, and the Adviser’s oral presentations and any other information that the Board received at the meeting, and deliberated on the renewal of the Advisory Agreement in light of this information.

 

The Independent Trustees were assisted throughout the contract review process by independent legal counsel. The Independent Trustees relied upon the advice of such counsel and their own business judgment in determining the material factors to be considered in evaluating the renewal of the Advisory Agreement, and the weight to be given to each such factor. The conclusions reached with respect to the Advisory Agreement were based on a comprehensive evaluation of all the information provided and not any single factor. Moreover, each Trustee may have placed varying emphasis on particular factors in reaching conclusions with respect to each Fund. The Independent Trustees conferred amongst themselves and independent legal counsel during an executive session held prior to the meeting and also conferred in executive sessions both with and without representatives of management before and during the meeting. The Independent Trustees requested, received and considered additional information arising out of these executive sessions.

 

Nature, Extent and Quality of Services Provided by the Adviser

The Trustees considered the scope of services provided under the Advisory Agreement, noting that the Adviser provides investment management services to the Funds. The Board discussed the responsibilities of the Adviser, including: responsibility for the general management of the day-to-day investment and reinvestment of the assets of the Funds; determining the daily baskets of deposit securities and cash components; executing portfolio security trades for purchases and redemptions of Fund shares conducted on a cash-in-lieu basis; responsibility for daily monitoring of tracking error and quarterly reporting to the Board; and implementation of Board directives as they relate to the Funds. In considering the nature, extent and quality of the services provided by the Adviser, the Board considered the qualifications, experience and responsibilities of the Adviser’s investment personnel in managing funds with significant derivatives exposure; and the quality of the Adviser’s compliance and risk assessment infrastructure. The Board also considered the Adviser’s experience managing exchange-traded funds (“ETFs”), as well as the Adviser’s response to the market volatility and uncertainty during the recent pandemic.

 

 

34 

 

ETFMG Travel Tech ETF

ETFMG 2x Daily Travel Tech ETF

 

APPROVAL OF ADVISORY AGREEMENT AND BOARD CONSIDERATIONS

For the Period Ended March 31, 2022 (Unaudited) (Continued)

 

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

 

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

 

Historical Performance 

The Board then considered the past performance of the Funds over various time periods ending December 31, 2021. The Board also considered each Fund’s performance as compared to that of comparable ETFs, as determined by the Adviser (“peer group”) using data received from an independent third party. In this regard, the Board noted the short time that AWYX has been in operation.

 

The Board additionally reviewed the performance of AWAY and AWYX as compared to its underlying index and the correlation of returns to benchmark information, respectively, for various time periods. The Board noted management’s explanation that analysis of investment performance, in absolute terms, is less relevant than it is for actively managed funds, given the Funds’ investment objectives. The Board also noted management’s further explanation that it is more relevant to review the performance of the Funds by focusing on the correlation of performance verses the benchmark (or relevant multiple thereof). The Board reviewed information regarding each Fund’s correlation of returns to the benchmark, discussing, as applicable, factors which contributed to each Fund’s correlation of returns. The Board noted underperformance by each Fund relative to its benchmark (or relevant multiple thereof) over certain periods, but that such underperformance was, at least in part, a result of costs incurred by the Funds not incurred by their underlying indexes, cash drag, the process of rebalancing the Funds’ portfolios and regulatory requirements. The Board noted management’s representations that the Funds’ performance correlation of returns versus target performance was within range of what was expected. The Board concluded that, after taking these factors into account, each Fund’s correlation of returns versus target performance was satisfactory.

 

The Board further noted that it had received and would continue to receive regular reports regarding each Fund’s performance, including with respect to its tracking error, at its quarterly meetings.

 

Cost of Services Provided, Profits and Economies of Scale 

The Board reviewed the advisory fees for the Funds and compared them to the total operating expenses of comparable ETFs, as determined by the Adviser using data received from an independent third party. Among other information, the Board noted that the advisory fee for AWAY was higher than the average and median expense ratios for its peer group and that with respect to AWYX, the advisory fee was lower than the average and median expense ratios for its peer group. The Board took into consideration management’s discussion of the fees, including that the Funds have niche investment strategies that are substantially different than the strategies of many of the peer ETFs and, therefore, the information provided about the comparable ETFs may not provide meaningful direct comparisons to the Funds.

 

 

35 

 

ETFMG Travel Tech ETF 

ETFMG 2x Daily Travel Tech ETF

 

APPROVAL OF ADVISORY AGREEMENT AND BOARD CONSIDERATIONS

For the Period Ended March 31, 2022 (Unaudited) (Continued)

 

The Board noted the importance of the fact that the advisory fee for each Fund is a “unified fee,” meaning that the shareholders of the Funds pay no expenses other than the advisory fee and certain other costs such as interest charges on any borrowings, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, extraordinary expenses (such as, among other things and subject to Board approval, non-standard Board-related expenses and litigation against the Board, Trustees, Funds, Adviser, and officers of the Adviser), and distribution (12b-1) fees and expenses. The Board also noted that the Adviser was responsible for compensating the Trust’s other service providers and paying the Funds’ other expenses (except as noted above) out of its own fees and resources. The Board concluded that the advisory fee for each of the Funds is reasonable in light of the factors considered.

 

The Board also evaluated the compensation and other benefits received by the Adviser from its relationship with the Funds, taking into account profitability information provided by the Adviser. The Board received and reviewed profitability information on a fund by fund basis and considered how profit margins could affect the Adviser’s long-term viability and ability to attract and retain high-quality personnel. The Board also considered the impact on the Adviser’s profitability of payments made to, or received from, partners involved with certain of the Funds. Based on the information provided to the Trustees, the Trustees concluded that the net revenue retained by the Adviser from providing services to each Fund was not excessive in view of the nature, extent and quality of services provided to each Fund. The Board further considered other benefits derived by the Adviser and its affiliates from the Adviser’s relationship with the Funds.

 

In addition, the Board considered whether economies of scale may be realized for the Funds. The Board noted that the Adviser regularly considers whether fee reductions are appropriate as the Funds grow in size. The Board noted that a unitary fee provides a level of certainty in expenses for the Funds and effectively acts as a cap on the fees and expenses (except as noted above) that are borne by the Funds. The Board also took into account the significant investments that the Adviser has made in its business to help ensure the continued provision of high-quality services to the Funds, such as the hiring of new trading, legal and compliance personnel, and enhancements to technology and related systems. The Board concluded that no changes to the advisory fee structure of the Funds were necessary.

 

In its deliberations, the Board did not identify any single piece of information discussed above that was all-important, controlling or determinative of its decision.

 

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

 

 

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Expense Example 

Period Ended March 31, 2022 (Unaudited)

 

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

 

Actual Expenses 

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

 

Hypothetical Example for Comparison Purposes 

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

 

                Annualized
                Expense
                Ratio
                During the
    Beginning   Ending       Period
    Account   Account   Expenses   October 1,
    Value   Value   Paid   2021 to
    October 1,   March 31,   During the   March 31,
Fund Name   2021   2022   Period^   2022
ETFMG Travel Tech ETF                
Actual   1,000.00   837.80   3.76   0.82%
Hypothetical (5% annual)   1,000.00   1,020.84   4.13   0.82%
ETFMG 2x Daily Travel Tech ETF                
Actual   1,000.00   660.00   3.93   0.95%
Hypothetical (5% annual)   1,000.00   1,020.19   4.78   0.95%

 

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

 

 

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STATEMENT REGARDING LIQUIDITY RISK MANAGEMENT PROGRAM

March 31, 2022 (Unaudited)

 

 

ETF Managers Trust (the “Trust”) has adopted a liquidity risk management program (the “Program”). The Trust’s Board of Trustees (the “Board”) has designated ETF Managers Group LLC (the “Program Administrator”) as the administrator of the Program. The Program Administrator has designated a committee (the “Committee”), composed of personnel from multiple departments, including investment operations and compliance, that is responsible for the implementation and ongoing administration of the Program, which includes assessing the liquidity risk of ETFMG Travel Tech ETF and ETFMG 2x Daily Travel Tech ETF (each a “Fund” and, collectively, the “Funds”) under both normal and reasonably foreseeable stressed conditions.

 

Under the Program, the Program Administrator assesses, manages and periodically reviews each Fund’s liquidity risk, based on factors specific to the circumstances of the Fund. Liquidity risk is the risk that a Fund could not meet shareholder redemption requests without significant dilution of remaining shareholders’ interests in that Fund. This risk is managed by monitoring the degree of liquidity of each Fund’s investments and limiting the amount of the Fund’s illiquid investments, among other means. The Program Administrator’s process of determining the degree of liquidity of each Fund’s investments is supported by one or more third-party liquidity assessment vendors.

 

At a meeting of the Board on March 28-29, 2022, the Adviser provided a written report to the Board addressing the operation, and the adequacy and effectiveness of the implementation, of the Program, including, the operation of any Highly Liquid Investment Minimum, where applicable, and any material changes to the Program, for the period from March 1, 2021 through March 1, 2022 (the “Reporting Period”). No significant liquidity events impacting any Fund were noted in the report and it was represented that, as of December 31, 2021, each Fund was primarily highly liquid and, during the Reporting Period, each Fund held less than 15% in illiquid securities. In addition, the Program Administrator provided its assessment that Program implementation was effective and that the Program operated adequately and effectively to enable the Program Administrator to oversee and manage liquidity risk and ensure each Fund is able to meet requests to redeem shares without significant dilution to the remaining investors’ interest in the Fund.

 

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

  

 

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SUPPLEMENTARY INFORMATION

March 31, 2022 (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.

  

 

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SUPPLEMENTARY INFORMATION 

March 31, 2022 (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.

 

 

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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).

 

  Position(s)   Number of Other
  Held with the   Portfolios Directorships
  Trust, Term   in Fund Held by
  of Office and   Complex Trustee
Name and Year Length of Principal Occupation(s) During Overseen During Past 5
of Birth Time Served Past 5 Years By Trustee 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).
20 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.

 

 

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Board of Trustees (Continued)

 


Position(s)
Number of Other

Held with the
Portfolios Directorships
  Trust, Term   in Fund Held by
  of Office and   Complex Trustee
 Name and Year Length of   Principal Occupation(s) During Overseen During Past 5
 of Birth Time Served   Past 5 Years By Trustee 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). 20 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).

 

20 None

  

 

42 

 

 

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