10-Q
1
f10q0320_etfmanager1.htm
QUARTERLY REPORT
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ Quarterly
report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
for the quarterly period ended March 31, 2020.
OR
☐ Transition
report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
for the transition period from to .
Commission File
Number: 001-36851
ETF Managers Group
Commodity Trust I
(Exact Name of Registrant as Specified in Its Charter)
Delaware
36-4793446
(State or Other
Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification No.)
30
Maple Street – Suite 2
Summit,
NJ 07901
07910
(Address of Principal
Executive Offices)
(Zip Code)
844-383-6477
(Registrant’s
Telephone Number, Including Area Code)
N/A
(Former Name,
Former Address and Former Fiscal Year, if Changed Since Last Report)
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. ☒ Yes ☐ No
Indicate by check
mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to
Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit such files). ☒ Yes ☐ No
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer ☐
Accelerated
filer ☐
Non-accelerated filer ☐
Smaller reporting
company ☒
Emerging
growth company ☒
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided in Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No
Securities Registered Pursuant to Section 12(b) of the Act:
Title
of Each Class
Trading
Symbol(s)
Name
Of Each Exchange
On Which Registered
Shares of Sit Rising
Rate ETF
RISE
NYSE Arca, Inc.
Shares of Breakwave
Dry Bulk Shipping ETF
BDRY
NYSE Arca, Inc.
Indicate the number of Shares outstanding, as of May 1, 2020:
250,040/(RISE)
Indicate the number of Shares outstanding, as of May 1, 2020:
3,800,040/(BDRY)
ETF MANAGERS GROUP
COMMODITY TRUST I
Table of Contents
Page
Part I.
FINANCIAL INFORMATION
1
Item 1. Interim Combined Financial
Statements
1
Item 2. Management’s
Discussion and Analysis of Financial Condition and Results of Operations
38
Item 3. Quantitative and Qualitative
Disclosures About Market Risk
62
Item 4. Controls and Procedures
62
Part II. OTHER INFORMATION
63
Item 1. Legal Proceedings
63
Item 2. Unregistered Sales
of Equity Securities and Use of Proceeds
63
Item 3. Defaults Upon Senior
Securities
64
Item 4. Mine Safety Disclosures
64
Item 5. Other Information
64
Item 6. Exhibits
64
i
Part I.
INTERIM FINANCIAL INFORMATION
Item 1. Interim Combined Financial Statements.
Index to Interim Combined Financial
Statements
Documents
Page
Combined Statements of Assets
and Liabilities at March 31, 2020 (Unaudited)
2
Combined Statements of Assets
and Liabilities at June 30, 2019
3
Combined Schedules of Investments
at March 31, 2020 (Unaudited)
4
Combined Schedules of Investments
at June 30, 2019
6
Combined Statements of Operations
(Unaudited) for the three months ended March 31, 2020
8
Combined Statements of Operations
(Unaudited) for the three months ended March 31, 2019
9
Combined Statements of Operations
(Unaudited) for the nine months ended March 31, 2020
10
Combined Statements of Operations
(Unaudited) for the nine months ended March 31, 2019
11
Combined Statements of Changes
in Net Assets (Unaudited) for the three months ended March 31, 2020
12
Combined Statements of Changes
in Net Assets (Unaudited) for the three months ended March 31, 2019
13
Combined Statements of Changes
in Net Assets (Unaudited) for the nine months ended March 31, 2020
14
Combined Statements of Changes
in Net Assets (Unaudited) for the nine months ended March 31, 2019
15
Combined Statements of Cash
Flows (Unaudited) for the nine months ended March 31, 2020
16
Combined Statements of Cash
Flows (Unaudited) for the nine months ended March 31, 2019
17
Notes to Interim Combined Financial
Statements
18
1
ETF
MANAGERS GROUP COMMODITY TRUST I
Combined Statements
of Assets and Liabilities
March 31, 2020
(Unaudited)
SIT RISING
BREAKWAVE DRY BULK
RATE
ETF
SHIPPING
ETF
COMBINED
Assets
Investment in securities, at fair value
(cost $4,886,901 and $2,556,475 respectively)
$ 4,873,652
$ 2,556,475
$ 7,430,127
Interest receivable
26
2,154
2,180
Segregated cash held by broker
683,353
14,744,021
15,427,374
Receivable for Fund shares sold
-
3,247,950
3,247,950
Total assets
5,557,031
20,550,600
26,107,631
Liabilities
Options written, at fair value (premiums received
$8,827 and $-0-, respectively)
18,867
-
18,867
Payable on open futures contracts
400,059
1,976,295
2,376,354
Due to Sponsor
4,434
41,293
45,727
Other liabilities
-
14,146
14,146
Total liabilities
423,360
2,031,734
2,455,094
Net Assets
$ 5,133,671
$ 18,518,866
$ 23,652,537
Shares outstanding (unlimited
authorized)
250,040
2,850,040
Net asset value per share
$ 20.53
$ 6.50
Market value per share
$ 20.53
$ 6.39
See accompanying notes to unaudited interim combined financial
statements.
2
ETF
MANAGERS GROUP COMMODITY TRUST I
Combined Statements
of Assets and Liabilities
June 30, 2019
SIT RISING RATE
ETF
BREAKWAVE DRY BULK
SHIPPING
ETF
COMBINED
Assets
Investment in securities, at fair value
(cost $11,928,143 and $1,095,625, respectively)
$ 11,909,897
$ 1,095,625
$ 13,005,522
Interest receivable
436
5,821
6,257
Segregated cash held by broker
365,460
2,831,566
3,197,026
Receivable on open futures contracts
-
391,415
391,415
Total assets
12,275,793
4,324,427
16,600,220
Liabilities
Options written, at fair value (premiums received $16,128
and $-0-, respectively)
19,336
-
19,336
Payable on open futures contracts
326,457
-
326,457
Due to Sponsor
9,851
11,699
21,550
Other liabilities
-
4,466
4,466
Total liabilities
355,644
16,165
371,809
Net Assets
$ 11,920,149
$ 4,308,262
$ 16,228,411
Shares outstanding (unlimited
authorized)
525,040
325,040
Net asset value per share
$ 22.70
$ 13.25
Market value per share
$ 22.73
13.15
See accompanying notes to unaudited interim combined financial
statements.
3
ETF
MANAGERS GROUP COMMODITY TRUST I
Combined Schedules
of Investments
March 31, 2020
(Unaudited)
SIT RISING
BREAKWAVE DRY BULK
RATE
ETF
SHIPPING
ETF
COMBINED
PURCHASED OPTIONS - 0.3% and 0.0%, respectively
US Treasury 10
Year Note, Strike Price $138.00 Expiring 05/22/2020 (16 contracts)
$ 16,000
$ -
$ 16,000
TOTAL PURCHASED OPTIONS (cost
$51,053 and $-0-, respectively)
16,000
-
16,000
SHORT-TERM INVESTMENTS - 94.4% and
0.0%, respectively
US TREASURY BILLS - 94.4% and 0.0%, respectively
United States Treasury Bills
0.0763%, 07/23/2020 ($4,850,000 principal amount) (a)
4,848,915
-
4,848,915
TOTAL US TREASURY BILLS (cost
$4,827,111 and $-0-, respectively)
4,848,915
-
4,848,915
MONEY MARKET FUNDS - 0.2% and 13.8%,
respectively
First American US Treasury Money Market Fund, Class
Z, 0.37%* (8,737 shares)
8,737
-
8,737
First American US Treasury Obligations
Fund, Class X, 0.32%* (2,556,475 shares)
-
2,556,475
2,556,475
TOTAL MONEY MARKET FUNDS (Cost
$8,737 and $551,232, respectively)
8,737
2,556,475
2,565,212
Total Investments (cost $4,886,901
and $2,556,475, respectively) - 94.9% and 13.8%, respectively
4,873,652
2,556,475
7,430,127
Other Assets
in Excess of Liabilities - 5.1% and 86.2%, respectively (b)
260,019
15,962,391
16,222,410
TOTAL NET ASSETS
- 100.0% and 100.0%, respectively
$ 5,133,671
$ 18,518,866
$ 23,652,537
* Annualized seven-day
yield as of March 31, 2020
(a) All or a portion
of this security is held as collateral for certain futures contracts and written options
(b) $-0- and $14,744,021,
respectively, of cash is pledged as collateral for futures contracts
BREAKWAVE DRY
BULK SHIPPING ETF
Unrealized
Unrealized
Unrealized
Futures Contracts
Appreciation/
Appreciation/
Appreciation/
March 31, 2020
(Depreciation)
(Depreciation)
(Depreciation)
Baltic Exchange Panamax T/C Average Shipping
Route Index Expiring April 30, 2020 (Underlying Face Amount at Market Value - $1,539,955) (235 contracts)
$ -
$ (598,920 )
$ (598,920 )
Baltic Exchange Panamax T/C Average Shipping Route
Index Expiring May 29, 2020 (Underlying Face Amount at Market Value - $1,592,430) (210 contracts)
-
(395,195 )
(395,195 )
Baltic Exchange Panamax T/C Average Shipping Route
Index Expiring June 30, 2020 (Underlying Face Amount at Market Value - $1,748,880) (210 contracts)
-
(246,245 )
(246,245 )
Baltic Exchange Supramax Average Shipping Route Expiring
April 30, 2020 (Underlying Face Amount at Market Value - $897,760) (160 contracts)
-
(340,115 )
(340,115 )
Baltic Exchange Supramax Average Shipping Route Expiring
May 29, 2020 (Underlying Face Amount at Market Value - $613,415) (95 contracts)
-
(210,460 )
(210,460 )
Baltic Exchange Supramax Average Shipping Route Expiring
June 30, 2020 (Underlying Face Amount at Market Value - $661,580) (95 contracts)
-
(162,295 )
(162,295 )
Baltic Capesize Time Charter Expiring April 30, 2020
(Underlying Face Amount at Market Value - $2,444,970) (330 contracts)
-
(313,655 )
(313,655 )
Baltic Capesize Time Charter Expiring May 29, 2020
(Underlying Face Amount at Market Value - $2,752,625) (305 contracts)
-
(56,250 )
(56,250 )
Baltic Capesize Time Charter
Expiring June 30, 2020 (Underlying Face Amount at Market Value - $3,221,715) (305 contracts)
-
346,840
346,840
$ -
$ (1,976,295 )
$ (1,976,295 )
4
SIT
RISING RATE ETF
Written
Option Contracts
March
31, 2020
US 5 Year Note, Strike Price $120.25 Expiring 05/22/2020 (1 contract)
(Premiums received $637)
$ (5,195 )
-
$ (5,195 )
US 5 Year Note, Strike Price $124.25 Expiring 05/22/2020
(10 contracts)
(Premiums received $8,190)
(13,672 )
-
(13,672 )
$ (18,867 )
-
$ (18,867 )
SIT RISING RATE ETF
Short Futures Contracts
March 31, 2020
US Treasury 2 Year Note
Expiring June 2020 (Underlying Face Amount
at Market Value - $10,798,758) (49 contracts)
$ (200,365 )
$ -
$ (200,365 )
US Treasury 5 Year Note
Expiring June 2020 (Underlying
Face Amount at Market Value - $4,889,016) (39 contracts)
(199,694 )
-
(199,694 )
$ (400,059 )
$ -
$ (400,059 )
See accompanying notes to unaudited interim combined financial
statements.
5
ETF
MANAGERS GROUP COMMODITY TRUST I
Combined Schedules
of Investments
June 30, 2019
SIT RISING
BREAKWAVE DRY BULK
RATE
ETF
SHIPPING
ETF
COMBINED
PURCHASED OPTIONS - 0.3% and 0.0%, respectively
US Treasury 10 Year
Note, Strike Price $123.50 Expiring 08/23/19 (40 contracts)
$ 35,625
$ -
$ 35,625
TOTAL PURCHASED OPTIONS (Cost
$58,883)
35,625
-
35,625
SHORT-TERM INVESTMENTS - 97.2% and
0.0%, respectively
US TREASURY BILLS - 97.2% and 0.0%, respectively
United States Treasury Bills 2.082%,
12/12/2019 ($11,700,000 principal amount) (a)
11,591,734
-
11,591,734
TOTAL US TREASURY BILLS (Cost
$11,586,722)
11,591,734
-
11,591,734
MONEY MARKET FUNDS - 1.4% and 25.4%,
respectively
First American US Treasury Money Market Fund, Class Z,
2.40% (b) (282,538 shares)
282,538
-
282,538
First American US Treasury Obligations
Fund, Class X, 2.27% (b) (1,095,625 shares)
-
1,095,625
1,095,625
TOTAL MONEY MARKET FUNDS (Cost
$282,538 and $1,095,625, respectively
282,538
1,095,625
1,378,163
Total Investments (Cost $11,928,143
and $1,095,625, respectively) - 99.9% and 25.4%, respectively
11,909,897
1,095,625
13,005,522
Other Assets
in Excess of Liabilities - 0.1% and 74.6%, respectively (a)
10,252
3,212,637
3,222,889
TOTAL NET ASSETS
- 100.0% and 100.0%, respectively
$ 11,920,149
$ 4,308,262
$ 16,228,411
(a) All
or a portion of this security is held as collateral for futures contracts and written
options.
(b) Annualized
seven-day yield as of June 30, 2019.
BREAKWAVE DRY BULK SHIPPING ETF
Unrealized
Unrealized
Unrealized
Futures Contracts
Appreciation/
Appreciation/
Appreciation/
June 30, 2019
(Depreciation)
(Depreciation)
(Depreciation)
Baltic Exchange Panamax T/C Average Shipping
Route Index Expiring July 26, 2019 (Underlying Face Amount at Market Value - $489,015) (45 contracts)
$ -
$ 25,015
$ 25,015
Baltic Exchange Panamax T/C Average Shipping Route Index
Expiring August 30, 2019 (Underlying Face Amount at Market Value - $497,835) (45 contracts)
-
33,835
33,835
Baltic Exchange Panamax T/C Average Shipping Route Index
Expiring September 27, 2019 (Underlying Face Amount at Market Value - $495,945) (45 contracts)
-
31,945
31,945
Baltic Exchange Supramax T/C Average Shipping Route Expiring
July 26, 2019 (Underlying Face Amount at Market Value - $147,435) (15 contracts)
-
(5,565 )
(5,565 )
Baltic Exchange Supramax T/C Average Shipping Route Expiring
August 30, 2019 (Underlying Face Amount at Market Value - $158,250) (15 contracts)
-
5,250
5,250
Baltic Exchange Supramax T/C Average Shipping Route Expiring
September 27, 2019 (Underlying Face Amount at Market Value - $161,505) (15 contracts)
-
8,505
8,505
Baltic Capesize Time Charter Expiring July 26, 2019 (Underlying
Face Amount at Market Value - $732,680) (40 contracts)
-
104,930
104,930
Baltic Capesize Time Charter Expiring August 30, 2019
(Underlying Face Amount at Market Value - $719,840) (40 contracts)
-
92,090
92,090
Baltic Capesize Time Charter Expiring
September 27, 2019 (Underlying Face Amount at Market Value - $723,160) (40 contracts)
-
95,410
95,410
$ -
$ 391,415
$ 391,415
6
SIT RISING RATE ETF
Written Option Contracts
June 30, 2019
US 5 Year Note, Strike Price $117.75
Expiring 08/23/2019 (25 contracts) (Premiums received $16,128)
$ (19,336 )
$ -
$ (19,336 )
SIT RISING RATE ETF
Short Futures Contracts
June 30, 2019
US Treasury 5 Year Note Expiring September
2019 (Underlying Face Amount at Market Value - $12,051,938) (102 contracts)
$ (182,361 )
$ -
$ (182,361 )
US Treasury 2 Year Note Expiring
September 2019 (Underlying Face Amount at Market Value - $22,809,047) (106 contracts)
(144,096 )
-
(144,096 )
$ (326,457 )
$ -
$ (326,457 )
See accompanying notes to unaudited interim combined financial
statements.
7
ETF
MANAGERS GROUP COMMODITY TRUST I
Combined Statements
of Operations
Three Months Ended
March 31, 2020 (Unaudited)
SIT RISING
BREAKWAVE DRY BULK
RATE
ETF
SHIPPING
ETF
COMBINED
Investment Income
Interest
$ 20,709
$ 16,214
$ 36,923
Expenses
Sponsor fee
18,647
31,078
49,725
CTA fee
2,740
25,190
27,930
Audit fees
21,889
13,715
35,604
Tax preparation fees
12,432
12,432
24,864
Admin/accounting/custodian/transfer agent fees
14,322
15,379
29,701
Legal fees
8,701
11,188
19,889
Printing and postage expenses
2,610
2,636
5,246
Chief Compliance Officer fees
6,158
6,215
12,373
Principal Financial Officer fees
6,158
6,215
12,373
Regulatory reporting fees
6,158
6,215
12,373
Brokerage commissions
1,120
61,408
62,528
Distribution fees
3,863
3,933
7,796
Insurance expense
3,729
3,729
7,458
Listing & calculation agent fees
3,132
3,132
6,264
Other expenses
2,169
4,165
6,334
Wholesale support fees
1,369
8,301
9,670
Interest
12
9
21
Total Expenses
115,209
214,940
330,149
Less: Waiver of CTA fee
-
(25,190 )
(25,190 )
Less: Expenses absorbed by Sponsor
(100,377 )
(67,532 )
(167,909 )
Net Expenses
14,832
122,218
137,050
Net Investment Income (Loss)
5,877
(106,004 )
(100,127 )
Net Realized and Unrealized Gain (Loss)
on Investment Activity
Net Realized Gain (Loss) on
Investments, futures and options contracts
(167,895 )
(2,727,061 )
(2,894,956 )
Change in Unrealized Gain (Loss) on
Investments, futures and options
contracts
(444,797 )
(1,871,170 )
(2,315,967 )
Net realized
and unrealized gain (loss)
(612,692 )
(4,598,231 )
(5,210,923 )
Net income (loss)
$ (606,815 )
$ (4,704,235 )
$ (5,311,050 )
See accompanying notes to unaudited interim combined financial
statements.
8
ETF
MANAGERS GROUP COMMODITY TRUST I
Combined Statements
of Operations
Three Months Ended
March 31, 2019 (Unaudited)
SIT RISING
BREAKWAVE DRY BULK
RATE
ETF
SHIPPING
ETF
COMBINED
Investment Income
Interest
$ 249,816
$ 11,574
$ 261,390
Expenses
Sponsor fee
$ 19,252
$ 30,821
$ 50,073
CTA fee
21,152
8,427
29,579
Audit fees
21,304
16,130
37,434
Tax preparation fees
24,657
24,657
49,314
Admin/accounting/custodian/transfer agent fees
13,883
15,140
29,023
Legal fees
8,631
11,096
19,727
Printing and postage expenses
6,411
6,411
12,822
Chief Compliance Officer fees
6,164
6,164
12,328
Principal Financial Officer fees
6,164
6,164
12,328
Regulatory reporting fees
6,164
6,164
12,328
Brokerage commissions
11,906
9,450
21,356
Distribution fees
4,314
4,068
8,382
Insurance expense
3,699
3,699
7,398
Listing & calculation agent fees
3,107
3,107
6,214
Other expenses
4,543
5,548
10,091
Wholesale support fees
10,577
6,862
17,439
Total Expenses
171,928
163,908
335,836
Less: Waiver of CTA fee
-
(8,427 )
(8,427 )
Less: Expenses absorbed by Sponsor
(54,256 )
(125,689 )
(179,945 )
Net Expenses
117,672
29,792
147,464
Net Investment
Income (Loss)
$ 132,144
$ (18,218 )
$ 113,926
Net Realized and Unrealized Gain (Loss)
on Investment Activity
Net Realized Gain (Loss) on
Investments, futures and options contracts
$ (2,457,815 )
$ (956,887 )
$ (3,414,702 )
Change in Unrealized Gain (Loss) on
Investments, futures and options
contracts
1,778,789
(511,380 )
1,267,409
Net realized
and unrealized gain (loss)
(679,026 )
(1,468,267 )
(2,147,293 )
Net income (loss)
$ (546,882 )
$ (1,486,485 )
$ (2,033,367 )
See accompanying notes to unaudited interim combined financial
statements.
9
ETF
MANAGERS GROUP COMMODITY TRUST I
Combined Statements
of Operations
Nine Months Ended
March 31, 2020 (Unaudited)
SIT RISING
BREAKWAVE DRY BULK
RATE
ETF
SHIPPING
ETF
COMBINED
Investment Income
Interest
$ 95,841
$ 35,227
$ 131,068
Expenses
Sponsor fee
56,351
93,918
150,269
CTA fee
9,904
41,403
51,307
Audit fees
65,913
41,285
107,198
Tax preparation fees
37,568
37,568
75,136
Admin/accounting/custodian/transfer agent fees
43,280
46,475
89,755
Legal fees
26,295
33,810
60,105
Printing and postage expenses
7,888
7,966
15,854
Chief Compliance Officer fees
18,754
18,781
37,535
Principal Financial Officer fees
18,754
18,781
37,535
Regulatory reporting fees
18,754
18,781
37,535
Brokerage commissions
3,913
76,907
80,820
Distribution fees
11,675
11,887
23,562
Insurance expense
11,269
11,269
22,538
Listing & calculation agent fees
9,466
9,466
18,932
Other expenses
6,555
12,587
19,142
Wholesale support fees
4,952
22,211
27,163
Interest expense
26
9
35
Total Expenses
351,317
503,104
854,421
Less: Waiver of Sponsor fee
-
-
-
Less: Waiver of CTA fee
-
(41,403 )
(41,403 )
Less: Expenses absorbed by Sponsor
(297,853 )
(284,850 )
(582,703 )
Net Expenses
53,464
176,851
230,315
Net Investment Income (Loss)
42,377
(141,624 )
(99,247 )
Net Realized and Unrealized Gain (Loss)
on Investment Activity
Net Realized Gain (Loss) on
Investments, futures and options contracts
(420,623 )
(2,388,880 )
(2,809,503 )
Change in Unrealized Gain (Loss) on
-
Investments, futures and options
contracts
(76,566 )
(1,204,565 )
(1,281,131 )
Net realized
and unrealized gain (loss)
(497,189 )
(3,593,445 )
(4,090,634 )
Net income (loss)
$ (454,812 )
$ (3,735,069 )
$ (4,189,881 )
See accompanying notes to unaudited interim combined financial
statements.
10
ETF
MANAGERS GROUP COMMODITY TRUST I
Combined Statements
of Operations
Nine Months Ended
March 31, 2019 (Unaudited)
SIT RISING
BREAKWAVE DRY BULK
RATE
ETF
SHIPPING
ETF
COMBINED
Investment Income
Interest
$ 903,698
$ 38,182
$ 941,880
Expenses
Sponsor fee
$ 66,489
$ 93,833
$ 160,322
CTA fee
84,495
31,926
116,421
Audit fees
64,378
48,774
113,152
Tax preparation fees
75,067
89,443
164,510
Admin/accounting/custodian/transfer agent fees
42,265
46,092
88,357
Legal fees
26,277
33,782
60,059
Printing and postage expenses
19,517
19,517
39,034
Chief Compliance Officer fees
18,766
18,766
37,532
Principal Financial Officer fees
18,766
18,766
37,532
Regulatory reporting fees
18,766
18,766
37,532
Brokerage commissions
47,768
24,543
72,311
Distribution fees
13,134
12,384
25,518
Insurance expense
11,261
11,261
22,522
Listing & calculation agent fees
9,459
9,459
18,918
Other expenses
13,831
16,890
30,721
Wholesale support fees
42,248
21,409
63,657
Total Expenses
572,487
515,611
1,088,098
Less: Waiver of CTA fee
-
(31,926 )
(31,926 )
Less: Expenses absorbed by Sponsor
(102,242 )
(382,072 )
(484,314 )
Net Expenses
470,245
101,613
571,858
Net Investment
Income (Loss)
$ 433,453
$ (63,431 )
$ 370,022
Net Realized and Unrealized Gain (Loss)
on Investment Activity
Net Realized Gain (Loss) on
Investments, futures and options contracts
$ (2,914,522 )
$ (1,391,126 )
(4,305,648 )
Change in Unrealized Gain (Loss) on
Investments, futures and options
contracts
167,281
(544,960 )
(377,679 )
Net realized
and unrealized gain (loss)
(2,747,241 )
(1,936,086 )
(4,683,327 )
Net income (loss)
$ (2,313,788 )
$ (1,999,517 )
$ (4,313,305 )
See accompanying notes to unaudited interim combined financial
statements.
11
ETF
MANAGERS GROUP COMMODITY TRUST I
Combined Statements
of Changes in Net Assets
Three Months Ended
March 31, 2020 (Unaudited)
SIT RISING
BREAKWAVE DRY BULK
RATE
ETF
SHIPPING
ETF
COMBINED
Net Assets at Beginning
of Period
$ 5,740,486
$ 2,306,781
$ 8,047,267
Increase (decrease) in Net Assets
from share transactions
Addition of-0- and 2,775,000 shares, respectively
-
21,611,870
21,611,870
Redemption of -0- and 50,000 shares, respectively
-
(695,550 )
(695,550 )
Net Increase
(decrease) in Net Assets from share transactions
-
20,916,320
20,916,320
Increase (decrease) in Net Assets
from operations
Net investment income (loss)
5,877
(106,004 )
(100,127 )
Net realized gain (loss)
(167,895 )
(2,727,061 )
(2,894,956 )
Change in net unrealized gain
(loss)
(444,797 )
(1,871,170 )
(2,315,967 )
Net Increase
(decrease) in Net Assets from operations
(606,815 )
(4,704,235 )
(5,311,050 )
Net Assets
at End of Period
$ 5,133,671
$ 18,518,866
$ 23,652,537
See accompanying notes to unaudited interim combined financial
statements.
12
ETF
MANAGERS GROUP COMMODITY TRUST I
Combined Statements
of Changes in Net Assets
Three Months Ended
March 31, 2019 (Unaudited)
SIT RISING
BREAKWAVE DRY BULK
RATE
ETF
SHIPPING
ETF
COMBINED
Net Assets at Beginning
of Period
$ 60,141,687
$ 2,784,757
$ 62,926,444
Increase (decrease) in Net Assets
from share transactions
Addition of -0- and 175,000 shares, respectively
-
1,795,803
1,795,803
Redemption of 1,275,000 and -0- shares, respectively
(30,628,345 )
-
(30,628,345 )
Net Increase
in Net Assets from share transactions
(30,628,345 )
1,795,803
(28,832,542 )
Increase (decrease) in Net Assets
from operations
Net investment income (loss)
132,144
(18,218 )
113,926
Net realized gain (loss)
(2,457,815 )
(956,887 )
(3,414,702 )
Change in net unrealized gain
(loss)
1,778,789
(511,380 )
1,267,409
Net Increase
(decrease) in Net Assets from operations
(546,882 )
(1,486,485 )
(2,033,367 )
Net Assets
at End of Period
$ 28,966,460
$ 3,094,075
$ 32,060,535
See accompanying notes to unaudited interim combined financial
statements.
13
ETF MANAGERS GROUP
COMMODITY TRUST I
Combined Statements of Changes in Net
Assets
Nine Months Ended March 31, 2020 (Unaudited)
SIT RISING
BREAKWAVE DRY BULK
RATE
ETF
SHIPPING
ETF
COMBINED
Net Assets at Beginning
of Period
$ 11,920,149
$ 4,308,262
$ 16,228,411
Increase (decrease) in Net Assets
from share transactions
Addition of -0- and 2,850,000 shares, respectively
-
22,763,000
22,763,000
Redemption of 275,000 and 300,000 shares, respectively
(6,331,666 )
(4,817,327 )
(11,148,993 )
Net Increase
(decrease) in Net Assets from share transactions
(6,331,666 )
17,945,673
11,614,007
Increase (decrease) in Net Assets
from operations
Net investment income (loss)
42,377
(141,624 )
(99,247 )
Net realized gain (loss)
(420,623 )
(2,388,880 )
(2,809,503 )
Change in net unrealized gain
(loss)
(76,566 )
(1,204,565 )
(1,281,131 )
Net Increase
(decrease) in Net Assets from operations
(454,812 )
(3,735,069 )
(4,189,881 )
Net Assets
at End of Period
$ 5,133,671
$ 18,518,866
$ 23,652,537
See accompanying notes to unaudited interim combined financial
statements.
14
ETF
MANAGERS GROUP COMMODITY TRUST I
Combined Statements
of Changes in Net Assets
Nine Months Ended
March 31, 2019 (Unaudited)
SIT RISING
BREAKWAVE DRY BULK
RATE
ETF
SHIPPING
ETF
COMBINED
Net Assets at Beginning
of Period
$ 51,774,988
$ 3,297,789
$ 55,072,777
Increase (decrease) in Net Assets
from share transactions
Addition of 975,000 and 175,000 shares, respectively
24,297,005
1,795,803
26,092,808
Redemption of 1,850,000 and -0- shares, respectively
(44,791,745 )
-
(44,791,745 )
Net increase
(decrease) in Net Assets from share transactions
(20,494,740 )
1,795,803
(18,698,937 )
Increase (decrease) in Net Assets
from operations
Net investment gain (loss)
433,453
(63,431 )
370,022
Net realized loss
(2,914,522 )
(1,391,126 )
(4,305,648 )
Change in net unrealized gain
(loss)
167,281
(544,960 )
(377,679 )
Net Increase
(Decrease) in Net Assets from operations
(2,313,788 )
(1,999,517 )
(4,313,305 )
Net Assets
at End of Period
$ 28,966,460
$ 3,094,075
$ 32,060,535
See accompanying notes to unaudited interim combined financial
statements.
15
ETF MANAGERS GROUP
COMMODITY TRUST I
Combined Statements of Cash Flows
Nine Months Ended March 31, 2020 (Unaudited)
SIT RISING
BREAKWAVE DRY BULK
RATE
ETF
SHIPPING
ETF
COMBINED
Cash flows provided by (used in) operating activities
Net income (loss)
$ (454,812 )
$ (3,735,069 )
$ (4,189,881 )
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities:
Net realized loss (gain) on investments
420,623
2,388,880
2,809,503
Change in net unrealized loss (gain) on investments
76,566
1,204,565
1,281,131
Change in operating assets and liabilities:
Sale (purchase) of investments, net
6,539,056
(5,054,295 )
1,484,761
Decrease in interest receivable
410
3,667
4,077
Increase in segregated cash held by broker
(317,893 )
(11,912,455 )
(12,230,348 )
Increase in receivable on open futures contracts
-
(2,856,535 )
(2,856,535 )
Decrease in options written, at fair value
(469 )
-
(469 )
Increase (decrease) in payable on open futures contracts
73,602
1,976,295
2,049,897
Increase (Decrease) in due to Sponsor
(5,417 )
29,594
24,177
Increase in other liabilities
-
9,680
9,680
Net cash provided by (used in) operating activities
6,331,666
(17,945,673 )
(11,614,007 )
Cash flows from financing activities
Proceeds from sale of shares
-
22,763,000
22,763,000
Paid on redemption of shares
(6,331,666 )
(4,817,327 )
(11,148,993 )
Net cash provided by (used in)
financing activities
(6,331,666 )
17,945,673
11,614,007
Net increase (decrease) in cash
-
-
-
Cash, beginning of period
-
-
-
Cash, end of period
$ -
$ -
$ -
See accompanying notes to unaudited interim combined financial
statements.
16
ETF
MANAGERS GROUP COMMODITY TRUST I
Combined Statements
of Cash Flows
Nine Months Ended
March 31, 2019 (Unaudited)
SIT RISING
BREAKWAVE DRY BULK
RATE
ETF
SHIPPING
ETF
COMBINED
Cash flows provided by (used in) operating activities
Net income
$ (2,313,788 )
$ (1,999,517 )
$ (4,313,305 )
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Net realized loss (gain) on investments
2,914,522
1,391,126
4,305,648
Change in net unrealized loss (gain) on investments
(167,281 )
544,960
377,679
Change in operating assets and liabilities:
Sale (Purchase) of investments, net
19,637,714
(1,783,115 )
17,854,599
Increase in Deposits with brokers for futures
(144,758 )
(2,178,370 )
(2,323,128 )
Increase in Variation Margin on futures
(115,742 )
-
(115,742 )
Increase in interest receivable
(751 )
(46 )
(797 )
Decrease in segregated cash held by broker
1,386,738
1,941,874
3,328,612
Decrease in receivable on open futures contracts
-
81,680
81,680
Increase in other assets
-
(21,906 )
(21,906 )
Decrease in options written, at fair value
(16,953 )
-
(16,953 )
Increase in payable for Fund shares redeemed
4,706,340
-
4,706,340
Decrease in Variation Margin on futures
-
198,550
198,550
Increase (decrease) in payable on open futures contracts
(698,426 )
-
(698,426 )
Decrease in due to Sponsor
(12,824 )
(1,130 )
(13,954 )
Increase (Decrease) in other liabilities
and accrued expenses
26,289
(3,189 )
23,100
Net cash provided by (used in) operating activities
25,201,080
(1,829,083 )
23,371,997
Cash flows from financing activities
Proceeds from sale of shares
24,297,005
1,795,803
26,092,808
Paid on redemption of shares
(44,791,745 )
-
(44,791,745 )
Net cash provided by financing
activities
(20,494,740 )
1,795,803
(18,698,937 )
Net increase (decrease) in cash
4,706,340
(33,280 )
4,673,060
Cash, beginning of period
-
33,280
33,280
Cash, end of period
$ 4,706,340
$ -
$ 4,706,340
See accompanying notes to unaudited interim combined financial
statements.
17
ETF
Managers Group Commodity Trust I
Notes to Interim
Combined Financial Statements
March 31, 2020
(unaudited)
(1) Organization
ETF Managers Group Commodity Trust I (the
“Trust”) was organized as a Delaware statutory trust on July 23, 2014. The Trust is a series trust formed pursuant
to the Delaware Statutory Trust Act and currently includes two separate series. SIT RISING RATE ETF (“RISE”) is the
first series of the Trust and is a commodity pool that continuously issues common shares of beneficial interest that may be purchased
and sold on the NYSE Arca, Inc. stock exchange (“NYSE Arca”). The second series of the Trust, BREAKWAVE DRY BULK SHIPPING
ETF (“BDRY,” and together with RISE, the “Funds”), is also a commodity pool that continuously issues shares
of beneficial interest that may be purchased and sold on NYSE Arca. The Funds are managed and controlled by ETF Managers Capital
LLC (the “Sponsor”), a Delaware limited liability company. The Sponsor is registered with the Commodity Futures Trading
Commission (“CFTC”) as a “commodity pool operator” (“CPO”) and is a member of the National
Futures Trading Association (“NFA”). Sit Fixed Income Advisors II, LLC (“Sit”), a subsidiary of Sit Investment
Associates, Inc., is registered as a “commodity trading advisor” (“CTA”) with the CFTC and serves as RISE’s
commodity trading advisor. Breakwave Advisors, LLC (“Breakwave”) is registered as a CTA with the CFTC and serves as
BDRY’s commodity trading advisor.
RISE commenced investment operations on
February 19, 2015. RISE commenced trading on NYSE Arca on February 19, 2015 and trades under the symbol “RISE.” BDRY
commenced investment operations on March 22, 2018. BDRY commenced trading on NYSE Arca on March 22, 2018 and trades under the
symbol “BDRY.”
Effective January 1, 2018, Sit is paid
a fee equal to 0.20% per annum of the value of RISE’s average daily net assets for Sit’s services as the commodity
trading advisor to RISE.
RISE’s investment objective is to
profit from rising interest rates by tracking the performance of a portfolio (the “RISE Benchmark Portfolio”) consisting
of exchange traded futures contracts and options on futures on 2, 5 and 10 year U.S. Treasury securities (“Treasury Instruments”)
weighted to achieve a targeted negative 10-year average effective portfolio duration (the “Benchmark Component Instruments”).
RISE seeks to achieve its investment objective by investing in the Benchmark Component Instruments currently constituting the
RISE Benchmark Portfolio. The RISE Benchmark Portfolio is maintained by Sit and will be rebalanced, reconstituted, or both, monthly
(typically on the 15 th of each month and on the next business day if the 15 th is a holiday, weekend, or
other day on which the national exchanges are closed) to maintain a negative 10-year average effective duration. The RISE Benchmark
Portfolio and RISE will each maintain a short position in Treasury Instruments. RISE does not use futures contracts or options
to obtain leveraged investment results. RISE will not invest in swaps or other over the counter derivative instruments.
The weighting of the Treasury Instruments
constituting the Benchmark Component Instruments will be based on each maturity’s duration contribution. The expected range
for the duration weighted percentage of the 2 year and 5 year maturity Treasury Instruments will be from 30% to 70%. The expected
range for the duration weighted percentage of the 10-year maturity Treasury Instruments will be from 5% to 25%. The relative weightings
of the Benchmark Component Instruments will be shifted between maturities when there are material changes in the shape of the
yield curve, for example, if the Federal Reserve began raising short term interest rates more than long term interest rates. In
such an instance, Sit, which maintains the RISE Benchmark Portfolio, will elect to increase the weightings of the 2 year and reduce
the weighting in the 10-year maturity. Conversely, Sit will do the opposite if the Federal Reserve began raising long term interest
rates more than short term interest rates. Reconstitution and rebalancing each will occur monthly, on the 15th, except for as
noted above or if there are radical changes in the yield curve such that effective duration is outside of a range from negative
nine to negative 11-year average effective duration, in which case Sit will adjust the maturities of the Treasury Instruments
before the next expected monthly reconstitution.
18
The Sponsor anticipates that approximately
5% to 15% of RISE’s assets will be used as payment for or collateral for Treasury Instruments. In order to collateralize
its Treasury Instrument positions, RISE will hold such assets, from which it will post margin to its futures commission merchant
(“FCM”), SG Americas Securities, LLC, in an amount equal to the margin required by the relevant exchange, and transfer
to its FCM any additional amounts that may be separately required by the FCM. When establishing positions in Treasury Instruments,
RISE will be required to deposit initial margin with a value of approximately 3% to 10% of the value of each Treasury Instrument
position at the time it is established. These margin requirements are subject to change from time to time by the exchange or the
FCM. On a daily basis, RISE will be obligated to pay, or entitled to receive, variation margin in an amount equal to the change
in the daily settlement level of its Treasury Instruments positions. Any assets not required to be posted as margin with the FCM
will be held at RISE’s custodian in cash or cash equivalents, as discussed below.
The RISE Benchmark Portfolio will be invested
in Benchmark Component Instruments and rebalanced, as noted above to maintain a negative average effective portfolio duration
of approximately 10 years. Duration is a measure of estimated price sensitivity relative to changes in interest rates. Portfolios
with longer durations are typically more sensitive to changes in interest rates. For example, if interest rates rise by 1%, the
market value of a security with an effective duration of 5 years would decrease by 5%, with all other factors being constant,
and likewise the market value of a security with an effective duration of negative 5 years would increase by 5%, with all other
factors being constant. The correlation between duration and price sensitivity is greater for securities rated investment-grade
than it is for securities rated below investment-grade.
Duration estimates are based on assumptions
by Sit and are subject to a number of limitations. Effective duration is calculated based on historical price changes of U.S.
Treasuries and Treasury Instruments held by the RISE Benchmark Portfolio, and therefore is a more accurate estimate of price sensitivity
provided interest rates remain within their historical range. Investments in debt securities typically decrease in value when
interest rates rise. The risk is usually greater for longer-term debt securities.
When RISE purchases an option that expires
“out of the money,” RISE will realize a loss. RISE may not be able to invest its assets in futures and options contracts
having an aggregate notional amount exactly equal to that which is required to achieve a negative 10-year average effective duration.
For example, as standardized contracts, U.S. Treasury futures contracts are denominated in specific dollar amounts, and RISE’s
NAV and the proceeds from the sale of a Creation Basket are unlikely to be an exact multiple of the amounts of those contracts.
As a result, in such circumstances, RISE may be better able to achieve the exact amount of exposure desired through the use of
other investments.
BDRY’s investment objective is to
provide investors with exposure to the daily change in the price of dry bulk freight futures, before expenses and liabilities
of BDRY, by tracking the performance of a portfolio (the “BDRY Benchmark Portfolio”, and together with the RISE Benchmark
Portfolio, the “Benchmark Portfolios”) consisting of a three-month strip of the nearest calendar quarter of futures
contracts on specified indexes (each a “Reference Index”) that measure rates for shipping dry bulk freight (“Freight
Futures”). Each Reference Index is published each United Kingdom business day by the London-based Baltic Exchange Ltd. (the
“Baltic Exchange”) and measures the charter rate for shipping dry bulk freight in a specific size category of cargo
ship – Capesize, Panamax or Supramax. The three Reference Indexes are as follows:
●
Capesize :
the Capesize 5TC Index;
●
Panamax :
the Panamax 4TC Index; and
●
Supramax :
the Supramax 6TC Index.
The value of the Capesize 5TC Index is
disseminated at 11:00 a.m., London Time and the value of the Panamax 4TC Index and the Supramax 6TC Index each is disseminated
at 1:00 p.m., London Time. The Reference Index information disseminated by the Baltic Exchange also includes the components and
value of each component in each Reference Index. Such Reference Index information also is widely disseminated by Reuters and/or
other major market data vendors.
BDRY seeks to achieve its investment objective
by investing substantially all of its assets in the Freight Futures currently constituting the BDRY Benchmark Portfolio. The BDRY
Benchmark Portfolio includes all existing positions to maturity and settles them in cash. During any given calendar quarter, the
BDRY Benchmark Portfolio progressively increases its positions to the next calendar quarter three-month strip, thus maintaining
constant exposure to the Freight Futures market as positions mature.
19
The BDRY Benchmark Portfolio maintains
long-only positions in Freight Futures. The BDRY Benchmark Portfolio includes a combination of Capesize, Panamax and Supramax
Freight Futures. More specifically, the BDRY Benchmark Portfolio includes 50% exposure in Capesize Freight Futures contracts,
40% exposure in Panamax Freight Futures contracts and 10% exposure in Supramax Freight Futures contracts. The BDRY Benchmark Portfolio
does not include and BDRY does not invest in swaps, non-cleared dry bulk freight forwards or other over-the-counter derivative
instruments that are not cleared through exchanges or clearing houses. BDRY may hold exchange-traded options on Freight Futures.
The BDRY Benchmark Portfolio is maintained by Breakwave and will be rebalanced annually. The Freight Futures currently constituting
the BDRY Benchmark Portfolio, as well as the daily holdings of BDRY are available on BDRY’s website at www.drybulketf.com.
When establishing positions in Freight
Futures, BDRY will be required to deposit initial margin with a value of approximately 10% to 40% of the notional value of each
Freight Futures position at the time it is established. These margin requirements are established and subject to change from time
to time by the relevant exchanges, clearing houses or BDRY’s FCM, MacQuarie Futures USA LLC. On a daily basis, BDRY is obligated
to pay, or entitled to receive, variation margin in an amount equal to the change in the daily settlement level of its Freight
Futures positions. Any assets not required to be posted as margin with the FCM may be held at BDRY’s custodian or remain
with the FCM in cash or cash equivalents, as discussed below.
BDRY was created to provide investors
with a cost-effective and convenient way to gain exposure to daily changes in the price of Freight Futures. BDRY is intended to
be used as a diversification opportunity as part of a complete portfolio, not a complete investment program.
The Funds will incur certain expenses
in connection with their operations. The Funds will hold cash or cash equivalents such as U.S. Treasuries or other high credit
quality, short-term fixed-income or similar securities for direct investment or as collateral for the Treasury Instruments and
for other liquidity purposes and to meet redemptions that may be necessary on an ongoing basis. These expenses and income from
the cash and cash equivalent holdings may cause imperfect correlation between changes in the Funds’ net asset value (“NAV”)
and changes in the Benchmark Portfolios, because the Benchmark Portfolios do not reflect expenses or income.
The Funds seek to trade their positions
prior to maturity; accordingly, natural market forces may cost the Funds while rebalancing. Each time the Funds seek to reconstitute
their positions, barring movement in the underlying securities, the futures and option prices may be higher or lower. Such differences
in price, barring a movement in the price of the underlying security, will constitute “roll yield” and may inhibit
the Funds’ ability to achieve their respective investment objective.
Several factors determine the total return
from investing in a futures contract position. One factor that impacts the total return that will result from investing in near
month futures contracts and “rolling” those contracts forward each month is the price relationship between the current
near month contract and the next month contract.
The CTA will close existing positions
when it determines it would be appropriate to do so and reinvest the proceeds in other positions. Positions may also be closed
out to meet orders for redemption baskets.
(2) Summary of Significant Accounting Policies
(a) Basis of Accounting
The accompanying interim combined financial
statements of the Funds have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”).
Each Fund qualifies as an investment company for financial reporting purposes under Topic 946 of the Accounting Standard Codification
of U.S. GAAP.
The accompanying interim combined financial
statements are unaudited, but in the opinion of management, contain all adjustments (which include normal recurring adjustments)
considered necessary to present fairly the interim combined financial statements. These interim combined financial statements
should be read in conjunction with RISE’s annual report on Form 10-K for the year ended June 30, 2019, RISE’s prospectus
dated January 22, 2020 (the “RISE Prospectus”), BDRY’s annual report on Form 10-K for the year ended June 30,
2019 and BDRY’s prospectus dated March 13, 2020 (the “BDRY Prospectus,” and together with the RISE Prospectus,
the “Prospectuses”). Interim period results are not necessarily indicative of results for a full-year period.
20
(b) Use of Estimates
The preparation of the interim combined
financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the interim combined financial
statements and accompanying notes. Actual results could differ from those estimates. There were no significant estimates used
in the preparation of the interim combined financial statements.
(c) Cash
Cash, when shown in the Combined Statements
of Assets and Liabilities, represents non-segregated cash with the custodian and does not include short-term investments.
(d) Cash Held by Broker
Sit is registered as a “commodity
trading advisor” and acts as such for RISE. Breakwave is registered as a “commodity trading advisor” and acts
as such for BDRY. Each Fund’s arrangement with its respective FCM requires the Fund to meet its variation margin requirement
related to the price movements, both positive and negative, on futures contracts held by the Fund by keeping cash on deposit with
the Commodity Brokers (as defined below). These amounts are shown as Segregated cash held by broker in the Combined Statements
of Assets and Liabilities. The Funds deposit cash or United States Treasury Obligations, as applicable, with their respective
FCM subject to the CFTC regulations and various exchange and broker requirements. The combination of the Funds’ deposits
with their respective FCM of cash and United States Treasury Obligations, as applicable, and the unrealized gain or loss on open
futures contracts (variation margin) represents the Funds’ overall equity in their respective brokerage trading account.
The Funds use their cash held by their respective FCM to satisfy variation margin requirements. The Funds earn interest on their
cash deposited with their respective FCM and interest income is recorded on the accrual basis.
(e) Final Net Asset Value for Fiscal
Period
The calculation time of each Fund’s
final net asset value for creation and redemption of Fund shares for the three months ended March 31, 2020 and 2019 was at 4:00
p.m. Eastern Time on March 31, 2020 and March 29, 2019, respectively.
Although the Funds’ shares may continue
to trade on secondary markets subsequent to the calculation of the final NAV, the 4:00 p.m. Eastern Time represented the final
opportunity to transact in creation or redemption baskets for the three months ended March 31, 2020 and 2019.
Fair value per share is determined at
the close of the NYSE Arca.
For financial reporting purposes, each
Fund values its investment positions based upon the final closing price in their primary markets. Accordingly, the investment
valuations in these interim combined financial statements differ from those used in the calculations of the Funds’ final
creation/redemption NAVs at March 31, 2020 and March 29, 2019.
(f) Investment Valuation
Short-term investments, excluding U.S.
Treasury Bills, are carried at amortized cost, which approximates fair value. U.S. Treasury Bills are valued as determined by
an independent pricing service based on methods which include consideration of: yields or prices of securities of comparable quality,
coupon, maturity and type; indications as to values from dealers; and general market conditions.
Futures and options contracts are valued
at the last settled price on the applicable exchange on which that futures and/or options contract trades.
21
(g) Financial Instruments and Fair
Value
Each Fund discloses the fair value of
its investments in accordance with the Financial Accounting Standards Board (“FASB”) fair value measurement and disclosure
guidance which requires a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value.
The disclosure requirements establish a fair value hierarchy that distinguishes between: (1) market participant assumptions developed
based on market data obtained from sources independent to the Fund (observable inputs); and (2) the Fund’s own assumptions
about market participant assumptions developed based on the best information available under the circumstances (unobservable inputs).
The three levels defined by the disclosure requirements hierarchy are as follows:
Level I: Quoted prices (unadjusted) in
active markets for identical assets and liabilities that the reporting entity has the ability to access at the measurement date.
Level II: Inputs other than quoted prices
included within Level I that are observable for the asset or liability, either directly or indirectly. Level II inputs include
the following: quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets
or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability,
and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market-corroborated
inputs).
Level III: Unobservable pricing input
at the measurement date for the asset or liability. Unobservable inputs shall be used to measure fair value to the extent that
observable inputs are not available.
In some instances, the inputs used to
measure fair value might fall in different levels of the fair value hierarchy. The level in the fair value hierarchy within which
the fair value measurement in its entirety falls shall be determined based on the lowest input level that is significant to the
fair value measurement in its entirety.
Fair value measurements also require additional
disclosure when the volume and level of activity for the asset or liability have significantly decreased, as well as when circumstances
indicate that a transaction is not orderly.
The following tables summarize RISE’s
valuation of investments at March 31, 2020 and at June 30, 2019 using the fair value hierarchy:
March
31, 2020 (unaudited)
Short-Term
Investments
Purchased
Options
Contracts
Written
Options
Contracts
Futures
Contracts
Total
Level
I – Quoted Prices
$
4,857,652
a
$
16,000
a
$
(18,867
)b
$
(400,059)
c
$
4,454,726
a – Included in Investments in securities in the Combined
Statements of Assets and Liabilities.
b – Included in Options written, at fair value in the
Combined Statements of Assets and Liabilities.
c – Included in Payable on open futures contracts in
the Combined Statements of Assets and Liabilities.
June
30, 2019 (audited)
Short-Term
Investments
Purchased
Options
Contracts
Written
Options
Contracts
Futures
Contracts
Total
Level
I – Quoted Prices
$
11,874,272
a
$
35,625
a
$
(19,336
)b
$
(326,457)
c
$
11,564,104
a – Included in Investments in securities in the Combined
Statements of Assets and Liabilities.
b – Included in Options written, at fair value in the
Combined Statements of Assets and Liabilities.
c – Included in Payable on open futures contracts in
the Combined Statements of Assets and Liabilities.
Transfers between levels are recognized
at the end of the reporting period. During the nine months ended March 31, 2020 and the year ended June 30, 2019, RISE recognized
no transfers from Level 1, Level 2 or Level 3.
22
The following table summarizes BDRY’s
valuation of investments at March 31, 2020 and at June 30, 2019 using the fair value hierarchy:
March
31, 2020 (unaudited)
Short-Term
Investments
Futures
Contracts
Total
Level
I – Quoted Prices
$
2,556,475
a
$
(1,976,295)
b
$
580,180
a – Included in Investments in securities in the Combined
Statements of Assets and Liabilities.
b – Included in Payable on open futures contracts in
the Combined Statements of Assets and Liabilities.
June
30, 2019 (audited)
Short-Term
Investments
Futures
Contracts
Total
Level
I – Quoted Prices
$
1,095,625
a
$
391,415
b
$
1,487,040
a – Included in Investments in securities in the Combined
Statements of Assets and Liabilities.
b – Included in Receivable on open futures contracts
in the Combined Statements of Assets and Liabilities.
Transfers between levels are recognized
at the end of the reporting period. During the nine months ended March 31, 2020 and the year ended June 30, 2019, BDRY recognized
no transfers from Level 1, Level 2 or Level 3.
The inputs or methodology used for valuing
investments are not necessarily an indication of the risk associated with investing in those securities.
(h) Investment Transactions and Related
Income
Investment transactions are recorded on
the trade date. All such transactions are recorded on the identified cost basis, and marked to market daily. Unrealized gain/loss
on open futures contracts is reflected in Receivable/Payable on open futures contracts in the Combined Statements of Assets and
Liabilities and the change in the unrealized gain/loss between periods is reflected in the Combined Statements of Operations.
RISE’s discounts on short-term securities purchased are accreted daily and reflected as Interest Income, when applicable,
in the Combined Statements of Operations. BDRY’s interest earned on short-term securities and on cash deposited with MacQuarie
Futures USA LLC are accrued daily and reflected as Interest Income, when applicable, in the Combined Statements of Operations.
(i) Federal Income Taxes
Each Fund is registered as a Delaware
statutory trust and is treated as a partnership for U.S. federal income tax purposes. Accordingly, the Funds do not expect to
incur U.S. federal income tax liability; rather, each beneficial owner is required to take into account their allocable share
of the Funds’ income, gain, loss, deductions and other items for the Funds’ taxable year ending with or within the
beneficial owner’s taxable year.
Management of the Funds has reviewed the
open tax years and major jurisdictions and concluded that there is no tax liability resulting from unrecognized tax benefits relating
to uncertain income tax positions taken or expected to be taken in future tax returns at March 31, 2020 and June 30, 2019. The
Funds are also not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits
will significantly change in the next twelve months. On an ongoing basis, management will monitor its tax positions taken to determine
if adjustments to its conclusions are necessary based on factors including, but not limited to, further implementation of guidance
expected from the FASB and on-going analysis of tax law, regulation, and interpretations thereof. The Funds’ federal tax
returns are subject to examination by the Internal Revenue Service for a period of three years after they are filed.
(3) Investments
(a) Short-Term Investments
The Funds may purchase U.S. Treasury Bills,
agency securities, and other high-credit quality short-term fixed income or similar securities with original maturities of one
year or less. A portion of these investments may be used as margin for the Funds’ trading in futures contracts.
(b) Accounting for Derivative Instruments
In seeking to achieve each Fund’s
investment objective, the applicable commodity trading advisor uses a mathematical approach to investing. Using this approach,
the applicable commodity trading advisor determines the type, quantity and mix of investment positions that it believes in combination
should produce returns consistent with the Fund’s objective.
23
All open derivative positions at March
31, 2020 and at June 30, 2019, as applicable, are disclosed in the Combined Schedules of Investments and the notional value of
these open positions relative to the shareholders’ capital of the Funds is generally representative of the notional value
of open positions to shareholders’ capital throughout the reporting periods for the Funds. The volume associated with derivative
positions varies on a daily basis as the Funds transact in derivative contracts in order to achieve the appropriate exposure,
as expressed in notional value, in comparison to shareholders’ capital consistent with the applicable Fund’s investment
objective.
Following is a description of the derivative
instruments used by the Funds during the reporting period, including the primary underlying risk exposures.
(c) Futures Contracts
The Funds enter into futures contracts
to gain exposure to changes in the value of the Benchmark Portfolios. A futures contract obligates the seller to deliver (and
the purchaser to accept) the future cash settlement of a specified quantity and type of a treasury futures contract at a specified
time and place. The contractual obligations of a buyer or seller of a treasury futures contract may generally be satisfied by
making an offsetting sale or purchase of an identical futures contract on the same or linked exchange before the designated date
of delivery.
Upon entering into a futures contract,
the Funds are required to deposit and maintain as collateral at least such initial margin as required by the exchange on which
the transaction is affected. The initial margin is segregated as Cash held by broker, as disclosed in the Combined Statements
of Assets and Liabilities, and is restricted as to its use. Pursuant to the futures contract, the Funds agree to receive from
or pay to the broker an amount of cash equal to the daily fluctuation in value of the futures contract. Such receipts or payments
are known as variation margin and are recorded by the Funds as unrealized gains or losses. The Funds will realize a gain or loss
upon closing a futures transaction.
Futures contracts involve, to varying
degrees, elements of market risk (specifically treasury price risk) and exposure to loss in excess of the amount of variation
margin. The face or contract amounts reflect the extent of the total exposure the Funds have in the particular classes of instruments.
Additional risks associated with the use of futures contracts include imperfect correlation between movements in the price of
the futures contracts and the market value of the underlying securities and the possibility of an illiquid market for a futures
contract. With futures contracts, there is minimal counterparty risk to the Funds since futures contracts are exchange-traded
and the exchange’s clearinghouse, as counterparty to all exchange-traded futures contracts, guarantees the futures contracts
against default.
SIT RISING RATE ETF
Fair Value of Derivative Instruments, as
of March 31, 2020
Asset
Derivatives
Liability
Derivatives
Derivatives
Combined
Statements of
Assets and Liabilities
Fair
Value
Combined
Statements of
Assets and Liabilities
Fair
Value
Interest
Rate Risk
Purchased
options
$
16,000
*
Payable
on open futures contracts
$
(400,059
)**
Interest
Rate Risk
—
—
Written
options, at fair value
$
(18,867
)*
* Represents
fair value of options contracts as reported in the Combined Statements of Assets and
Liabilities.
** Represents
cumulative depreciation of futures contracts as reported in the Combined Statements of
Assets and Liabilities.
SIT RISING RATE ETF
Fair Value of Derivative Instruments, as
of June 30, 2019
Asset
Derivatives
Liability
Derivatives
Derivatives
Combined
Statements of
Assets and Liabilities
Fair
Value
Combined
Statements of
Assets and Liabilities
Fair
Value
Interest
Rate Risk
Purchased
options
$
35,625
*
Payable
on open futures contracts
$
(326,457
)**
Interest
Rate Risk
—
—
Written
options, at fair value
$
(19,336
)*
* Represents
fair value of options contracts as reported in the Combined Statements of Assets and
Liabilities.
** Represents
cumulative depreciation of futures contracts as reported in the Combined Statements of
Assets and Liabilities.
24
SIT RISING RATE ETF
The Effect of Derivative Instruments on
the Combined Statements of Operations
For the Three Months Ended March 31, 2020
Derivatives
Location
of Gain (Loss) on Derivatives
Realized
Loss on
Derivatives
Recognized in
Income
Change
in
Unrealized Gain
(Loss) on
Derivatives
Recognized
in Income
Interest
Rate Risk
Net
realized loss on investments, futures and options contracts and/or Change in unrealized gain (loss) on investments, futures
and options contracts
$
(167,895)
$
(444,797)
The futures and options contracts open
at March 31, 2020 are indicative of the activity for the three months ended March 31, 2020.
SIT RISING RATE ETF
The Effect of Derivative Instruments on
the Combined Statements of Operations
For the Three Months Ended March 31, 2019
Derivatives
Location
of Gain (Loss) on Derivatives
Realized
Loss on
Derivatives
Recognized in
Income
Change
in
Unrealized Gain
(Loss) on
Derivatives
Recognized
in Income
Interest
Rate Risk
Net
realized gain (loss) on investments, futures and options contracts and/or Change in unrealized gain (loss) on investments,
futures and options contracts
$
(2,457,815
)
$
1,778,789
The futures and options contracts open
at March 31, 2019 are indicative of the activity for the three months ended March 31, 2019.
SIT RISING RATE ETF
The Effect of Derivative Instruments on
the Combined Statements of Operations
For the Nine Months Ended March 31, 2020
Derivatives
Location
of Gain (Loss) on Derivatives
Realized
Loss on
Derivatives
Recognized in
Income
Change
in
Unrealized Gain
(Loss) on
Derivatives
Recognized
in Income
Interest
Rate Risk
Net
realized loss on investments, futures and options contracts and/or Change in unrealized gain (loss) on investments, futures
and options contracts
$
(420,623)
$
(76,566)
The futures and options contracts open
at March 31, 2020 are indicative of the activity for the nine months ended March 31, 2020.
SIT RISING RATE ETF
The Effect of Derivative Instruments on
the Combined Statements of Operations
For the Nine Months Ended March 31, 2019
Derivatives
Location
of Gain (Loss) on Derivatives
Realized
Loss on
Derivatives
Recognized in
Income
Change
in
Unrealized Gain
(Loss) on
Derivatives
Recognized
in Income
Interest
Rate Risk
Net
realized gain (loss) on investments, futures and options contracts and/or Change in unrealized gain (loss) on investments,
futures and options contracts
$
(2,914,522
)
$
167,281
The futures and options contracts open
at March 31, 2019 are indicative of the activity for the nine months ended March 31, 2019.
25
BREAKWAVE DRY BULK SHIPPING ETF
Fair Value of Derivative Instruments, as
of March 31, 2020
Asset
Derivatives
Liability
Derivatives
Derivatives
Combined
Statements of
Assets and Liabilities
Fair
Value
Combined
Statements of
Assets and Liabilities
Fair
Value
Interest
Rate Risk
Payable
on open futures contracts
$
(1,976,295)
*
*
Represents cumulative
depreciation of futures contracts as reported in the Combined Statements of Assets and Liabilities.
BREAKWAVE DRY BULK SHIPPING ETF
Fair Value of Derivative Instruments, as
of June 30, 2019
Asset
Derivatives
Liability
Derivatives
Derivatives
Combined
Statements of
Assets and Liabilities
Fair
Value
Combined
Statements of
Assets and Liabilities
Fair
Value
Interest
Rate Risk
Receivable
on open futures contracts
$
391,415
*
—
—
*
Represents cumulative
appreciation of futures contracts as reported in the Combined Statements of Assets and Liabilities.
BREAKWAVE DRY BULK SHIPPING ETF
The Effect of Derivative Instruments on
the Combined Statements of Operations
For the Three Months Ended March 31, 2020
Derivatives
Location
of Gain (Loss) on Derivatives
Realized
Loss on
Derivatives
Recognized
in Income
Change
in
Unrealized Gain
(Loss) on
Derivatives
Recognized
in Income
Interest
Rate Risk
Net
realized loss on investments and futures and/or Change in unrealized gain (loss) on investments and futures contracts
$
(2,727,061)
$
(1,871,170)
The futures contracts open at March 31,
2020 are indicative of the activity for the three months ended March 31, 2020.
26
BREAKWAVE DRY BULK SHIPPING ETF
The Effect of Derivative Instruments on
the Combined Statements of Operations
For the Three Months Ended March 31, 2019
Derivatives
Location
of Gain (Loss) on Derivatives
Realized
Loss on
Derivatives
Recognized
in Income
Change
in
Unrealized Gain
(Loss) on
Derivatives
Recognized
in Income
Interest
Rate Risk
Net
realized loss on investments and futures and/or Change in unrealized gain (loss) on investments and futures contracts
$
(956,887)
$
(511,380
)
The futures contracts open at March 31,
2019 are indicative of the activity for the three months ended March 31, 2019.
BREAKWAVE DRY BULK SHIPPING ETF
The Effect of Derivative Instruments on
the Combined Statements of Operations
For the Nine Months Ended March 31, 2020
Derivatives
Location
of Gain (Loss) on Derivatives
Realized
Loss on
Derivatives
Recognized
in Income
Change
in
Unrealized Gain
(Loss) on
Derivatives
Recognized
in Income
Interest
Rate Risk
Net
realized loss on investments and futures and/or Change in unrealized gain (loss) on investments and futures contracts
$
(2,388,880)
$
(1,204,565)
The futures contracts open at March 31,
2020 are indicative of the activity for the nine months ended March 31, 2020.
BREAKWAVE DRY BULK SHIPPING ETF
The Effect of Derivative Instruments on
the Combined Statements of Operations
For the Nine Months Ended March 31, 2019
Derivatives
Location
of Gain (Loss) on Derivatives
Realized
Loss on
Derivatives
Recognized
in Income
Change
in
Unrealized
Gain
(Loss) on
Derivatives
Recognized
in Income
Interest
Rate Risk
Net
realized loss on investments and futures and/or Change in unrealized gain (loss) on investments and futures contracts
$
(1,391,126)
$
(544,960)
The futures contracts open at March 31,
2019 are indicative of the activity for the nine months ended March 31, 2019.
27
(4) Agreements
(a) Management Fee
Each Fund pays the Sponsor a sponsor fee
(the “Sponsor Fee”) in consideration of the Sponsor’s advisory services to the Funds. Additionally, each Fund
pays its respective commodity trading advisor a license and service fee (the “CTA fee”).
Effective January 1, 2018 and later extended,
the Sponsor has agreed to waive receipt of the Sponsor Fee for RISE and/or assume RISE’s expenses (excluding brokerage fees,
interest expense, and extraordinary expenses) so that RISE’s total annual expenses do not exceed 1.00% per annum through
January 31, 2021.
Further, effective January 1, 2018, RISE’s
CTA fee, calculated daily and paid monthly in arrears, is .20% per annum of average daily net
assets.
In addition to the reduction in the expense
limit, effective January 1, 2018, RISE’s Sponsor Fee, calculated daily and paid monthly, became the greater of 0.15% of
its average daily net assets, or $75,000, and the fees for Principal Financial Officer and Chief Compliance Officer services provided
to RISE by the Sponsor were each increased to $25,000 per annum. Certain additional fees paid to the Sponsor for tax return preparation
and regulatory reporting fees were also increased. Effective April 1, 2019, the fee paid to the Sponsor for tax return preparation
was reduced from $100,000 per year to $50,000 per year.
BDRY pays the Sponsor an annual Sponsor
Fee, monthly in arrears, in an amount calculated as the greater of 0.15% of its average daily net assets, or $125,000. BDRY also
paid an annual fee to Breakwave, monthly in arrears, in an amount equal to 1.45% of BDRY’s average daily net assets. As
of March 22, 2018, Breakwave has agreed to waive its CTA fee to the extent necessary, and the Sponsor has voluntarily agreed to
correspondingly assume the remaining expenses of BDRY such that Fund expenses do not exceed an annual rate of 3.50%, excluding
brokerage commissions and interest expense, of the value of BDRY’s average daily net assets (the “BDRY Expense Cap,”
and together with the RISE Expense Cap, the “Expense Caps”). The assumption of expenses by the Sponsor and waiver
of BDRY’s CTA fee are contractual on the part of the Sponsor and Breakwave, respectively.
The waiver of BDRY’s CTA fees, pursuant
to the undertaking, amounted to $25,190 and $8,427, for the three months ended March 31, 2020 and 2019, respectively and $41,403
and $31,926, respectively, for the nine months ended March 31, 2020 and 2019, as disclosed in the Combined Statements of Operations.
The Funds currently accrue their daily
expenses up to the applicable Expense Cap. At the end of each month, the accrued amount is remitted to the Sponsor as the Sponsor
has assumed, and is responsible for the payment of the routine operational, administrative and other ordinary expenses of the
Funds in excess of the Funds’ respective Expense Cap, which in the case of RISE, aggregated $100,377 and $54,256 for the
three months ended March 31, 2020 and 2019, respectively, and $297,853 and $102,242 for the nine months ended March 31, 2020 and
March 31, 2019, respectively and in the case of BDRY, aggregated $67,532 and $125,689 for the three months ended March 31, 2020
and 2019, respectively, and $284,850 and $382,072 for the nine months ended March 31, 2020 and 2019, respectively, as disclosed
in the Combined Statements of Operations.
(b) The Administrator, Custodian, Fund Accountant and Transfer
Agent
Each Fund has appointed U.S. Bank, a national
banking association, with its principal office in Milwaukee, Wisconsin, as the custodian (the “Custodian”). Its affiliate,
U.S. Bancorp Fund Services, is the Fund accountant (“the Fund accountant”) of the Funds, transfer agent (the “Transfer
Agent”) for Fund shares and administrator for the Funds (the “Administrator”). It performs certain administrative
and accounting services for the Funds and prepares certain SEC, NFA and CFTC reports on behalf of the Funds. (U.S. Bank and U.S.
Bancorp Fund Services are referred to collectively hereinafter as “U.S. Bank”).
28
RISE has agreed to pay U.S. Bank 0.05%
of assets under management (“AUM”), with a $50,000 minimum annual fee payable for its administrative, accounting and
transfer agent services and 0.01% of AUM, with an annual minimum of $4,800 for custody services. RISE paid U.S. Bank $14,322 and
$13,883 for the three months ended March 31, 2020 and 2019, respectively, and $43,280 and $42,265 for the nine months ended March
31, 2020 and 2019, respectively, as disclosed in the Combined Statements of Operations.
BDRY has agreed
to pay U.S. Bank 0.05% of AUM, with a $45,000 minimum annual fee payable for its administrative, accounting and transfer agent
services and 0.01% of AUM, with an annual minimum of $4,800 for custody services. BDRY paid U.S. Bank $15,379 and $15,140 for
the three months ended March 31, 2020 and 2019, respectively, and $46,475 and $46,092 for the nine months ended March 31, 2020
and 2019, respectively, as disclosed in the Combined Statements of Operations.
(c) The Distributor
The Funds pay ETFMG Financial LLC. (the
“Distributor”), an affiliate of the Sponsor, an annual fee for statutory and wholesaling distribution services and
related administrative services equal to the greater of $15,000 or 0.02% of the Funds’ average daily net assets, payable
monthly. Pursuant to the respective Marketing Agent Agreement between the Sponsor, each Fund and the Distributor, the Distributor
assists the Sponsor and the applicable Fund with certain functions and duties relating to distribution and marketing services
to the applicable Fund, including reviewing and approving marketing materials and certain regulatory compliance matters. The Distributor
also assists with the processing of creation and redemption orders.
RISE incurred $3,863 and $4,314 in distribution
and related administrative services for the three months ended March 31, 2020 and 2019, respectively, and $11,675 and $13,134
for the nine months ended March 31, 2020 and 2019, respectively, as disclosed in the Combined Statements of Operations. BDRY incurred
$3,933 and $4,068 for the three months ended March 31, 2020 and 2019, respectively, and $11,887 and $12,384 for the nine months
ended March 31, 2020 and 2019, respectively, as disclosed in the Combined Statements of Operations.
RISE also pays the Sponsor an annual fee
for wholesale support services equal to 0.1% of RISE’s average daily net assets, payable monthly. BDRY pays the Sponsor
an annual fee for wholesale support services of $25,000 plus 0.12% of BDRY’s average daily net assets, payable monthly.
RISE incurred $1,369 and $10,577 in wholesale
support fees for the three months ended March 31, 2020 and 2019, respectively, and $4,952 and $42,248 for the nine months ended
March 31, 2020 and 2019, respectively, as disclosed in the Combined Statements of Operations. BDRY incurred $8,301 and $6,862
in wholesale support fees for the three months ended March 31, 2020 and 2019, respectively, and $22,211 and $21,409 for the nine
months ended March 31, 2020 and 2019, respectively, as disclosed in the Combined Statements of Operations.
(d) The Commodity Broker
SG Americas Securities, LLC, a Delaware
limited liability company, serves as RISE’s clearing broker. MacQuarie Futures USA LLC, a Delaware limited liability company,
serves as BDRY’s clearing broker (such clearing broker, together with SG Americas Securities, LLC, the “Commodity
Brokers”). In their capacity as clearing broker, the Commodity Brokers execute and clear the Funds’ futures transactions
and perform certain administrative services for the Funds.
29
The Funds pay respective brokerage commissions,
including applicable exchange fees, National Futures Association (“NFA”) fees, give–up fees, pit brokerage fees
and other transaction related fees and expenses charged in connection with trading activities in CFTC regulated investments. Brokerage
commissions on futures contracts are recognized on a half-turn basis.
The Sponsor does not expect brokerage
commissions and fees to exceed 0.09% for RISE, and 0.40% for BDRY, of the net asset value of the applicable Fund for execution
and clearing services on behalf of the applicable Fund, although the actual amount of brokerage commissions and fees in any year
or any part of any year may be greater. The effects of trading spreads, financing costs associated with financial instruments,
and costs relating to the purchase of U.S. Treasury Securities or similar high credit quality short-term fixed-income or similar
securities are not included in the foregoing analysis. RISE incurred $1,120 and $11,906 in brokerage commissions and fees for
the three months ended March 31, 2020 and 2019, respectively, and $3,913 and $47,768 for the nine months ended March 31, 2020
and 2019, respectively, as disclosed in the Combined Statements of Operations. BDRY incurred $61,408 and $9,450 in brokerage commissions
and fees for the three months ended March 31, 2020 and 2019, respectively, and $76,907 and $24,543 for the nine months ended March
31, 2020 and 2019, respectively, as disclosed in the Combined Statements of Operations.
(e) The Trustee
Under the respective Amended and Restated
Declaration of Trust and Trust Agreement (the “Trust Agreement”) for each Fund, Wilmington Trust Company, the Trustee
of each of the Funds (the “Trustee”) serves as the sole trustee of each Fund in the State of Delaware. The Trustee
will accept service of legal process on the Funds in the State of Delaware and will make certain filings under the Delaware Statutory
Trust Act. Under the respective Trust Agreement for each Fund, the Sponsor has the exclusive management and control of all aspects
of the business of the Fund. The Trustee does not owe any other duties to the Fund, the Sponsor or the Shareholders of the Fund.
The Trustee has no duty or liability to supervise or monitor the performance of the Sponsor, nor does the Trustee have any liability
for the acts or omissions of the Sponsor. RISE incurred $621 and $616, in trustee fees for the three months ended March 31, 2020
and 2019, respectively, and $1,878 and $1,877 for the nine months ended March 31, 2020 and 2019, respectively, which is included
in Other Expenses in the Combined Statements of Operations. BDRY incurred $621 and $616 in trustee fees for the three months ended
March 31, 2020 and 2019, respectively, and $1,878 and $1,877 for the nine months ended March 31, 2020 and 2019, respectively,
which is included in Other Expenses in the Combined Statements of Operations.
(f) Routine Offering, Operational, Administrative and Other
Ordinary Expenses
The Sponsor, in accordance with the RISE
Expense Cap limitation, paid all of the routine offering, operational, administrative and other ordinary expenses of RISE in excess
of 1.00% (excluding brokerage commissions and interest expense) of RISE’s average daily net assets, including, but not limited
to, accounting and computer services, the fees and expenses of the Trustee, Administrator, Custodian, Transfer Agent and Distributor,
legal and accounting fees and expenses, tax return preparation expenses, filing fees, and printing, mailing and duplication costs.
RISE incurred $115,209 and $171,928 for the three months ended March 31, 2020 and 2019, respectively, and $351,317 and $572,487
for the nine months ended March 31, 2020 and 2019, respectively, in routine offering, operational, administrative or other ordinary
expenses.
The assumption of Fund expenses above
the RISE Expense Cap by the Sponsor, pursuant to the undertaking (as discussed in Note 4a), amounted to $100,377 and $54,256 for
the three months ended March 31, 2020 and 2019, respectively, and $297,853 and $102,242 for the nine months ended March 31, 2020
and 2019, respectively.
30
The Sponsor, in accordance with the BDRY
Expense Cap limitation paid, after the waiver of the CTA fee for BDRY by Breakwave, all of the routine offering, operational,
administrative and other ordinary expenses of BDRY in excess of 3.50% (excluding brokerage commissions and interest expense) of
BDRY’s average daily net assets, including, but not limited to, accounting and computer services, the fees and expenses
of the Trustee, Administrator, Custodian, Transfer Agent and Distributor, legal and accounting fees and expenses, tax return preparation
expenses, filing fees, and printing, mailing and duplication costs. BDRY incurred $214,940 and $163,908 for the three months ended
March 31, 2020 and 2019, respectively, and $503,104 and $515,611 for the nine months ended March 31, 2020 and 2019, respectively,
in routine offering, operational, administrative or other ordinary expenses.
The CTA fee waiver for BDRY by Breakwave
was $25,190 and $8,427 for the three months ended March 31, 2020 and 2019, respectively, and $41,403 and $31,926 for the nine
months ended March 31, 2020 and 2019, respectively.
In addition, the assumption of Fund expenses
above the BDRY Expense Cap by the Sponsor, pursuant to the undertaking (as discussed in Note 4a), amounted to $67,532 and $125,689
for the three months ended March 31, 2020 and 2019, respectively, and $284,850 and $382,072 for the nine months ended March 31,
2020 and 2019, respectively.
(g) Organizational and Offering Costs
Expenses incurred in connection with organizing
RISE and up to the offering of its Shares upon commencement of its investment operations on February 19, 2015, were paid by the
Sponsor and Sit without reimbursement. Expenses incurred in connection with organizing BDRY and up to the offering of its Shares
upon commencement of its investment operations on March 22, 2018, were paid by the Sponsor and Breakwave without reimbursement.
Accordingly, all such expenses are not
reflected in the Statements of Operations. The Funds will bear the costs of their continuous offerings of Shares and ongoing offering
expenses. Such ongoing offering costs will be included as a portion of the Routine Offering, Operational, Administrative and Other
Ordinary Expenses. These costs will include registration fees for regulatory agencies and all legal, accounting, printing and
other expenses associated therewith. These costs will be accounted for as a deferred charge and thereafter amortized to expense
over twelve months on a straight-line basis or a shorter period if warranted. For the three and nine months ended March 31, 2020
and 2019, neither RISE nor BDRY incurred such expenses.
(h) Extraordinary Fees and Expenses
The Fund will pay all extraordinary fees
and expenses, if any. Extraordinary fees and expenses are fees and expenses which are nonrecurring and unusual in nature, such
as legal claims and liabilities, litigation costs or indemnification or other unanticipated expenses. Such extraordinary fees
and expenses, by their nature, are unpredictable in terms of timing and amount. For the three and nine months ended March 31,
2020 and 2019, respectively, nether RISE nor BDRY incurred such expenses.
(5) Creations and Redemptions
Each Fund issues and redeems Shares from
time to time, but only in one or more Creation Baskets. A Creation Basket is a block of 25,000 Shares (50,000 Shares prior to
August 17, 2018) of each Fund. Baskets may be created or redeemed only by Authorized Participants.
Except when aggregated in Creation Baskets,
the Shares are not redeemable securities. Retail investors, therefore, generally will not be able to purchase or redeem Shares
directly from or with each Fund. Rather, most retail investors will purchase or sell Shares in the secondary market with the assistance
of a broker. Thus, some of the information contained in these Notes to Interim Combined Financial Statements – such as references
to the Transaction Fee imposed on creations and redemptions – is not relevant to retail investors.
31
(a) Transaction Fees on Creation and Redemption Transactions
In connection with orders to create and
redeem one or more Creation Baskets, an Authorized Participant is required to pay a transaction fee, or AP Transaction Fee, of
$500 per order, which goes directly to the Custodian. The AP Transaction Fees are paid by the Authorized Participants and not
by the Funds.
(b) Share Transactions
SIT RISING RATE ETF
Summary
of Share Transactions for the Three Months Ended March 31, 2020
Shares
Net
Assets
Decrease
Shares
Sold
—
$
—
Shares
Redeemed
—
—
Net
Decrease
—
$
—
Summary
of Share Transactions for the Three Months Ended March 31, 2019
Shares
Net
Assets
Decrease
Shares
Sold
—
$
—
Shares
Redeemed
(1,275,000
)
(30,628,345
)
Net
Increase
(1,275,000
)
$
(30,628,345
)
Summary
of Share Transactions for the Nine Months Ended March 31, 2020
Shares
Net
Assets
Decrease
Shares
Sold
—
$
—
Shares
Redeemed
(275,000
)
(6,331,666
)
Net
Decrease
(275,000
)
$
(6,331,666
)
Summary
of Share Transactions for the Nine Months Ended March 31, 2019
Shares
Net
Assets
Decrease
Shares
Sold
975,000
$
24,297,005
Shares
Redeemed
(1,850,000
)
(44,791,745
)
Net
Increase
(875,000
)
$
(20,494,740
)
32
BREAKWAVE DRY BULK SHIPPING ETF
Summary
of Share Transactions for the Three Months Ended March 31, 2020
Shares
Net
Assets
Increase
Shares
Sold
2,775,000
$
21,611,870
Shares
Redeemed
(50,000
)
(695,550
)
Net
Increase
2,725,000
$
20,916,320
Summary
of Share Transactions for the Three Months Ended March 31, 2019
Shares
Net
Assets
Increase
Shares
Sold
175,000
$
1,795,803
Shares
Redeemed
—
—
Net
Increase
175,000
$
1,795,803
Summary
of Share Transactions for the Nine Months Ended March 31, 2020
Shares
Net
Assets
Increase
Shares
Sold
2,850,000
$
22,763,000
Shares
Redeemed
(300,000
)
(4,817,327
)
Net
Decrease
2,550,000
$
(17,945,673
)
Summary
of Share Transactions for the Nine Months Ended March 31, 2019
Shares
Net
Assets
Increase
Shares
Sold
175,000
$
1,795,803
Shares
Redeemed
—
—
Net
Increase
175,000
$
1,795,803
33
(6) Risk
(a) Investment Related Risk
The NAV of RISE’s shares relates
directly to the value of the U.S. treasuries, cash and cash equivalents held by RISE and the portfolio’s negative effective
duration established and maintained through RISE’s investment in Treasury Instruments. Fluctuations in the prices of these
assets could materially adversely affect the value and performance of an investment in RISE’s shares. Past performance is
not necessarily indicative of future results; all or substantially all of an investment in RISE could be lost.
Investments in debt securities typically
decrease in value when interest rates rise, however, RISE attempts to maintain a portfolio with a negative effective duration
and therefore anticipates that an increase in interest rates may increase RISE’s value, and a decrease in rates may lower
RISE’s value. The NAV of RISE’s shares relates directly to the value of U.S. Treasuries and Treasury Instruments held
by RISE which are materially impacted by interest rate movements. The magnitude of the impact on value from a change in interest
rates is often greater for longer-term fixed income than shorter-term securities. Interest rates have remained near historic lows
since the market events of 2008 and may remain low.
Interest rate movements are heavily influenced
by the action of the Board of Governors of the Federal Reserve System and other central banks. Their actions are based on judgments
and policies which involve numerous political and economic factors which are unpredictable. Recent interest rate and monetary
policies have been unprecedented and may continue to be so.
RISE attempts to track a portfolio benchmark.
The performance of RISE may not closely track the performance of the RISE Benchmark Portfolio for a variety of reasons. For example,
RISE incurs operating expenses and portfolio transaction costs not incurred by the benchmark. RISE is also required to manage
cash flows and may experience operational inefficiencies the benchmark does not. In addition, RISE may not be fully invested in
the contents of its benchmark at all times or may hold securities not included in its benchmark.
RISE invests in Treasury Instruments and
U.S. treasuries with exposure to different maturity dates. Generally, RISE’s exposure to securities with maturities of 2
and 5 years will be greater than its exposure to securities with maturities of 10 years. Interest rates do not change uniformly
for U.S. Treasuries of different maturities and therefore if interest rates rise, the investment performance of RISE will be impacted
by RISE’s current maturity exposure which may be different from the expectations of the Sponsor and investors in RISE. At
any time, RISE’s maturity exposure may not be optimal with respect to a movement in interest rates which would negatively
impact performance.
The NAV of BDRY’s shares relates
directly to the value of the futures portfolio, cash and cash equivalents held by BDRY. Fluctuations in the prices of these assets
could materially adversely affect the value and performance of an investment in BDRY’s shares. Past performance is not necessarily
indicative of future results; all or substantially all of an investment in BDRY could be lost.
The NAV of BDRY’s shares relates
directly to the value of futures investments held by BDRY which are materially impacted by fluctuations in changes in spot charter
rates. Charter rates for dry bulk vessels are volatile and have declined significantly since their historic highs and may remain
at low levels or decrease further in the future.
Futures and options contracts have expiration
dates. Before or upon the expiration of a contract, BDRY may be required to enter into a replacement contract that is priced higher
or that have less favorable terms than the contract being replaced (see “Negative Roll Risk,” below). The Freight
Futures market settles in cash against published indices, so there is no physical delivery against the futures contracts.
Similar to other futures contracts, the
Freight Futures curve shape could be either in “contango” (where the futures curve is upward sloping with next futures
price higher than the current one) or “backwardation” (where each the next futures price is lower than the current
one). Contango curves are generally characterized by negative roll cost, as the expiring contract value is lower that the next
prompt contract value, assuming the same lot size. That means there could be losses incurred when the contracts are rolled each
period and such losses are independent of the Freight Futures price level.
34
(b) Liquidity Risk
In certain circumstances, such as the
disruption of the orderly markets for the futures contracts or Financial Instruments in which the Funds invest, the Funds might
not be able to dispose of certain holdings quickly or at prices that represent what the market value may have been in an orderly
market. Futures and option positions cannot always be liquidated at the desired price. It is difficult to execute a trade at a
specific price when there is a relatively small volume of buy and sell orders in a market. A market disruption can also make it
difficult to liquidate a position. The large size of the positions that the Funds may acquire increases the risk of illiquidity
both by making its positions more difficult to liquidate and by potentially increasing losses while trying to do so. Such a situation
may prevent the Funds from limiting losses, realizing gains or achieving a high correlation with the applicable Benchmark Portfolio.
(c) 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, 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.
(7) Profit and Loss Allocations and Distributions
Pursuant to the Trust Agreement, income
and expenses are allocated pro rata among the Shareholders monthly based on their respective percentage interests as of
the close of the last trading day of the preceding month. Any losses allocated to the Sponsor which are in excess of the Sponsor’s
capital balance are allocated to the Shareholders in accordance with their respective interest in the Funds as a percentage of
total Shareholders’ capital. Distributions (other than redemption of units) may be made at the sole discretion of the Sponsor
on a pro rata basis in accordance with the respective interests of the Shareholders.
(8) Indemnifications
The Sponsor, either in its own capacity
or in its capacity as the Sponsor and on behalf of the Funds, has entered into various service agreements that contain a variety
of representations, or provide indemnification provisions related to certain risks service providers undertake in performing services
which are in the best interests of the Funds. As of March 31, 2020, the Funds had not received any claims or incurred any losses
pursuant to these agreements and expects the risk of such losses to be remote.
(9) Termination
The term of each Fund is perpetual unless
terminated earlier in certain circumstances as described in the applicable Prospectus.
35
(10) Net Asset Value and Financial Highlights
The Funds are presenting, as applicable,
the following net asset value and financial highlights related to investment performance for a Share outstanding throughout the
three months ended March 31, 2020 and March 31, 2019, respectively, and the nine months ended March 31, 2020 and 2019, respectively.
The net investment income and total expense ratios are calculated using average net assets. The net asset value presentation is
calculated by dividing each Fund’s net assets by the average daily number of Shares outstanding. The net investment income
(loss) and expense ratios have been annualized. The total return is based on the change in net asset value and market value of
the Shares during the period. An individual investor’s return and ratios may vary based on the timing of their transactions
in Fund Shares.
THREE MONTHS ENDED
THREE MONTHS ENDED
MARCH 31, 2020
MARCH 31, 2019
SIT RISING
BREAKWAVE DRY BULK
SHIPPING
SIT RISING
BREAKWAVE DRY BULK
SHIPPING
RATE ETF
ETF
RATE ETF
ETF
Net Asset Value
Net asset value per Share, beginning of period
$ 22.96
$ 15.37
$ 24.06
$ 18.56
Net investment income (loss)
0.02
(0.11 )
0.08
(0.09 )
Net realized and unrealized
gain (loss)
(2.45 )
(8.76 )
(0.49 )
(8.95 )
Net Income (Loss)
(2.43 )
(8.87 )
(0.41 )
(9.04 )
Net Asset Value per Share, end of period
$ 20.53
$ 6.50
$ 23.65
$ 9.52
Market Value per Share, end of period
$ 20.53
$ 6.39
$ 23.59
$ 9.36
Ratios to Average Net Assets*
Expense Ratio***
1.08 %
7.04 %
1.11 %
5.13 %
Expense Ratio*** before
Waiver/Assumption
8.41 %
12.37 %
1.63 %
28.20 %
Net Investment Income (Loss)
0.43 %
(6.10 %)
1.25 %
(3.13 %)
Total
Return, at Net Asset Value**
(10.58 %)
(57.71 %)
(1.70 %)
(48.71 %)
Total
Return, at Market Value**
(10.62 %)
(58.64 %)
(2.08 %)
(47.77 %)
* Percentages
are annualized
** Percentages
are not annualized
*** For
Sit Rising Rate ETF, Fund expenses have been capped at 1.00% of average daily net assets,
plus brokerage commissions and interest expense. For Breakwave Dry Bulk Shipping ETF,
Fund expenses have been capped at 3.50% of average daily net assets, plus brokerage commissions
and interest expense.
36
NINE MONTHS ENDED
NINE MONTHS ENDED
MARCH 31, 2020
MARCH 31, 2019
SIT RISING
BREAKWAVE DRY BULK
SHIPPING
SIT RISING
BREAKWAVE DRY BULK
SHIPPING
RATE ETF
ETF
RATE ETF
ETF
Net Asset Value
Net asset value per Share, beginning of period
$ 22.70
$ 13.25
$ 24.65
$ 21.98
Net investment income (loss)
0.14
(0.34 )
0.19
(0.39 )
Net realized and unrealized
gain (loss)
(2.31 )
(6.41 )
(1.19 )
(12.07 )
Net Income (Loss)
(2.17 )
(6.75 )
(1.00 )
(12.46 )
Net Asset Value per Share, end of period
$ 20.53
$ 6.50
$ 23.65
$ 9.52
Market Value per Share, end of period
$ 20.53
$ 6.39
$ 23.59
$ 9.36
Ratios to Average Net Assets*
Expense Ratio***
1.08 %
6.19 %
1.11 %
4.61 %
Expense Ratio*** before
Waiver/Assumption
7.09 %
17.62 %
1.36 %
23.42 %
Net Investment Income (Loss)
0.86 %
(4.96 %)
1.03 %
(2.88 %)
Total
Return, at Net Asset Value**
(9.56 %)
(50.94 %)
(4.06 %)
(56.69 %)
Total
Return, at Market Value**
(9.68 %)
(51.41 %)
(4.34 %)
(57.53 %)
* Percentages
are annualized
** Percentages
are not annualized
*** For
Sit Rising Rate ETF, Fund expenses have been capped at 1.00% of average daily net assets,
plus brokerage commissions and interest expense. For Breakwave Dry Bulk Shipping ETF,
Fund expenses have been capped at 3.50% of average daily net assets, plus brokerage commissions
and interest expense.
(11) Legal Proceedings
Samuel Masucci III and Bernard Karol,
principals of the Sponsor, were defendants, along with certain affiliates of the Sponsor, in an action filed May 2, 2017 in
the Superior Court of New Jersey captioned PureShares, LLC d/b/a PureFunds et al. v. ETF Managers Group, LLC et al. ,
Docket No. C-63-17 (the “PureShares Action”). The PureShares Action alleged claims based on disputes arising out
of contractual relationships with ETF Managers Group LLC (“ETFMG”), an affiliate of the Sponsor. The action sought damages in
unspecified amounts and injunctive relief based on breach of contract, wrongful termination, and several other theories.
Samuel Masucci III, a principal of
the Sponsor, was a defendant, along with certain affiliates of the Sponsor, 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 “Nasdaq Action”). This action arose
out of the same facts and circumstances as the PureShares Action and asserted claims for breach of contract, conversion and
certain other claims with respect to the same exchange traded funds as in the PureShares Action. Mr. Masucci was dismissed as
a defendant pursuant to a motion to dismiss in August 2018. The matter was the subject of a bench trial in May 2019, and on
December 20, 2019, the Court issued an Opinion and Order awarding compensatory damages to Plaintiff in the amount of
$78,403,172.36, plus prejudgment interest. The Court also denied Plaintiff’s requests for punitive damages and
equitable relief.
On May 1, 2020,
Nasdaq, PureShares LLC (“PureShares”), and ETFMG announced a global settlement that resolves all claims in both
the PureShares Action and the Nasdaq Action. The settlement is subject to future negotiations and approvals among independent
third parties. As part of the settlement, Nasdaq and ETFMG have agreed to certain cash payments from ETFMG to Nasdaq and
PureShares, and have executed an asset purchase agreement to transfer certain ETFMG intellectual property and related assets,
to a Nasdaq affiliate. The transaction is expected to close in the last half of 2020. While the Sponsor does not believe that
a resolution of these matters will have a material adverse effect on the Funds’ financial statements, if the events set
forth in the settlement agreement do not occur, and a subsequent settlement is not reached, the resulting conditions may
adversely affect the Sponsor’s future operations.
(12) Subsequent Events
In preparing these financial statements,
the Funds have evaluated events and transactions for potential recognition or disclosure through the date the financial statements
were issued. This evaluation did not result in any subsequent events that necessitated disclosures and/or adjustments to the financial
statements, other than those disclosed in Note 11 above.
37
Item 2. Management’s Discussion
and Analysis of Financial Condition and Results of Operations.
This information should be read in
conjunction with the financial statements and notes included in Item 1 of Part I of this Quarterly Report (the “Report”).
The discussion and analysis which follows may contain trend analysis and other forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934 which reflect our current views with respect to future events and financial
results. Words such as “anticipate,” “expect,” “intend,” “plan,” “believe,”
“seek,” “outlook” and “estimate,” as well as similar words and phrases, signify forward-looking
statements. ETF Managers Group Commodity Trust I’s forward-looking statements are not guarantees of future results and conditions,
and important factors, risks and uncertainties may cause our actual results to differ materially from those expressed in our forward-looking
statements.
You should not place undue reliance
on any forward-looking statements. Except as expressly required by the Federal securities laws, ETF Managers Capital, LLC undertakes
no obligation to publicly update or revise any forward-looking statements or the risks, uncertainties or other factors described
in this Report, as a result of new information, future events or changed circumstances or for any other reason after the date
of this Report.
Overview
The Trust is a Delaware statutory trust
formed on July 23, 2014. The Trust is a series trust formed pursuant to the Delaware Statutory Trust Act and currently includes
two separate series: Sit Rising Rate ETF (“RISE”) is the first series of the Trust and is a commodity pool that continuously
issues common shares of beneficial interest that may be purchased and sold on the NYSE Arca, Inc. stock exchange (“NYSE
Arca”). The second series of the Trust, Breakwave Dry Bulk Shipping ETF (“BDRY,” and together with RISE, each,
a “Fund” and collectively, the “Funds”), is also a commodity pool that continuously issues shares of beneficial
interest that may be purchased and sold on the NYSE Arca.
The Funds are each managed and controlled
by ETF Managers Capital LLC (the “Sponsor”), a single member limited liability company that was formed in the state
of Delaware on June 12, 2014. Each Fund pays the Sponsor a management fee. The Sponsor, the Trust, and the Funds maintain their
main business offices at 30 Maple Street, Suite 2, Summit, NJ 07901. The Sponsor’s telephone number is (908) 897-0518.
The Sponsor is a wholly-owned subsidiary
of Exchange Traded Managers Group LLC (“ETFMG”), a limited liability company domiciled and headquartered in New Jersey.
The Sponsor has the power and authority
to establish and designate one or more series and to issue shares thereof, from time to time as it deems necessary or desirable.
The Sponsor has exclusive power to fix and determine the relative rights and preferences as between the shares of any series as
to the right of redemption, special and relative rights as to dividends and other distributions and on liquidation, conversion
rights, and conditions under which the series shall have separate voting rights or no voting rights. The term for which the Trust
is to exist commenced on the date of the filing of the Certificate of Trust, and the Trust, the Funds, and any additional series
created in the future will exist in perpetuity, unless earlier terminated in accordance with the provisions of the Trust Agreement.
Separate and distinct records shall be maintained for each Fund and the assets associated with a Fund shall be held in such separate
and distinct records (directly or indirectly, including a nominee or otherwise) and accounted for in such separate and distinct
records separately from the assets of any other series. The Funds and each future series will be separate from all such series
in respect of the assets and liabilities allocated to a Fund and each separate series and will represent a separate investment
portfolio of the Trust.
The Funds are each a “commodity
pool” as defined by the Commodity Exchange Act (“CEA”). Consequently, the Sponsor has registered as a commodity
pool operator (“CPO”) with the Commodity Futures Trading Commission (“CFTC”) and is a member of the National
Futures Association (“NFA”).
The sole Trustee of the Trust is Wilmington
Trust, N.A. (the “Trustee”), and the Trustee serves as the Trust’s corporate trustee as required under the Delaware
Statutory Trust Act (“DSTA”). The Trustee’s principal offices are located at 1100 North Market Street, Wilmington,
Delaware 19890. The Trustee is unaffiliated with the Sponsor. The rights and duties of the Trustee and the Sponsor with respect
to the offering of the Shares and Fund management and the shareholders are governed by the provisions of the DSTA and by the Trust
Agreement.
RISE commenced investment operations on
February 19, 2015. RISE commenced trading on NYSE Arca on February 19, 2015 and trades under the symbol “RISE”. BDRY
commenced investment operations on March 22, 2018. BDRY commenced trading on NYSE Arca on March 22, 2018. BDRY commenced trading
on NYSE Arca on March 22, 2018 and trades under the symbol “BDRY”.
Each Fund is designed and managed to track
the performance of a portfolio (a “Benchmark Portfolio”) consisting of futures contracts and options on futures contracts
(the “Benchmark Component Instruments”).
38
Sit Rising Rate ETF
The Investment Objective of the Fund
RISE’s investment objective is to
profit from rising interest rates by tracking the performance of a portfolio (“the Benchmark Portfolio”) consisting
of exchange traded futures contracts and options on futures on 2, 5 and 10 year U.S. Treasury securities (“Treasury Instruments”)
weighted to achieve a targeted negative 10 year average effective portfolio duration (the “RISE Benchmark Component Instruments”).
RISE seeks to achieve its investment objective by investing in the RISE Benchmark Component Instruments currently constituting
the RISE Benchmark Portfolio.
The Benchmark Portfolio
The RISE Benchmark Portfolio is maintained
by Sit Fixed Income Advisors II, LLC (“Sit”), which also serves as the Fund’s commodity trading advisor (“CTA”).
The RISE Benchmark Portfolio will be rebalanced, reconstituted, or both, monthly (typically on the 15th of each month or on the
next business day if the 15th is a holiday, weekend, or other day on which the national stock exchanges are closed) to maintain
a negative 10 year average effective duration. The RISE Benchmark Portfolio and RISE will each maintain a short position in Treasury
Instruments. RISE does not use futures contracts or options to obtain leveraged investment results.
The Fund will not invest in swaps or other
over-the-counter derivative instruments.
The RISE Benchmark Component Instruments
currently constituting the RISE Benchmark Portfolio as of March 31, 2020 include:
Name
Ticker
Market
Value USD
US 10YR FUT OPTN JUN 20P 138.00
TYM0P138
$ 16,000
UNITED STATES TREAS BILLS
912796WX3
4,848,915
US 5YR NOTE JUN20
FVM0
(4,889,016 )
US 2 YR NOTE JUN20
TUM0
(10,798,758 )
US 5YR FUTR OPTN JUN20C 120.25
FVM0C120.25
(5,195 )
US 5YR FUTR OPTN JUN20C 124.25
FVM0C124.25
(13,672 )
The RISE Benchmark Component Instruments
currently constituting the RISE Benchmark Portfolio and anticipated rebalancing dates, as well as the daily holdings of the Fund,
are available on the Fund’s website at www.risingrateetf.com.
The weighting of the Treasury Instruments
constituting the RISE Benchmark Component Instruments will be based on each maturity’s duration contribution. The expected
range for the duration weighted percentage of the 2 year and 5 year maturity Treasury Instruments will be from 30% to 70%. The
expected range for the duration weighted percentage of the 10 year maturity Treasury Instruments will be from 5% to 25%. The relative
weightings of the RISE Benchmark Component Instruments will be shifted between maturities when there are material changes in the
shape of the yield curve, for example, if the Federal Reserve began raising short term interest rates more than long term interest
rates. In such an instance, Sit, which maintains the RISE Benchmark Portfolio, will increase the weightings of the 2 year and
reduce the weighting in the 10 year maturity Treasury Instruments. Conversely, Sit will do the opposite if the Federal Reserve
began raising long term interest rates more than short term interest rates. Reconstitution and rebalancing each will occur monthly,
on the 15th, except for as noted above or if there are radical changes in the yield curve such that effective duration is outside
of a range from negative nine to negative 11 year average effective duration, in which case Sit will adjust the maturities of
the Treasury Instruments before the next expected monthly reconstitution.
The Sponsor anticipates that approximately
5% to 15% of the Fund’s assets will be used as payment for or collateral for Treasury Instruments. In order to collateralize
its Treasury Instrument positions, the Fund will hold such assets, from which it will post margin to its FCM, in an amount equal
to the margin required by the relevant exchange, and transfer to its FCM any additional amounts that may be separately required
by the FCM. When establishing positions in Treasury Instruments, the Fund will be required to deposit initial margin with a value
of approximately 3% to 10% of the value of each Treasury Instrument position at the time it is established. These margin requirements
are subject to change from time to time by the exchange or the FCM. On a daily basis, the Fund will be obligated to pay, or entitled
to receive, variation margin in an amount equal to the change in the daily settlement level of its Treasury Instruments positions.
Any assets not required to be posted as margin with the FCM will be held at the Fund’s administrator in cash or cash equivalents
as discussed below.
39
The RISE Benchmark Portfolio will be invested
in RISE Benchmark Component Instruments and rebalanced, as noted above, to maintain a negative average effective portfolio duration
of approximately 10 years. Duration is a measure of estimated price sensitivity relative to changes in interest rates. Portfolios
with longer durations are typically more sensitive to changes in interest rates. For example, if interest rates rise by 1%, the
market value of a security with an effective duration of 5 years would decrease by 5%, with all other factors being constant,
and likewise the market value of a security with an effective duration of negative 5 years would increase by 5%, with all other
factors being constant. Duration estimates are based on assumptions by Sit and are subject to a number of limitations. Duration
is a more accurate estimate of price sensitivity provided interest rate changes are small and occur equally in short-term and
long-term securities. Investments in debt securities typically decrease in value when interest rates rise. The risk is usually
greater for longer-term debt securities.
The Fund will incur certain expenses in
connection with its operations. The Fund will hold cash or cash equivalents such as U.S. Treasuries or other high credit quality,
short-term fixed-income or similar securities for direct investment or as collateral for the Treasury Instruments and for other
liquidity purposes and to meet redemptions that may be necessary on an ongoing basis. These expenses and income from the cash
and cash equivalent holdings may cause imperfect correlation between changes in the Fund’s NAV and changes in the RISE Benchmark
Portfolio, because the RISE Benchmark Portfolio does not reflect expenses or income.
Breakwave Dry Bulk Shipping ETF
The Investment Objective of the
Fund
BDRY’s investment objective is to
provide investors with exposure to the daily change in the price of dry bulk freight futures by tracking the performance of a
portfolio (the “BDRY Benchmark Portfolio” and consisting of exchange-cleared futures contracts on the cost of shipping
dry bulk freight (“Freight Futures”). BDRY seeks to achieve its investment objective by investing substantially all
of its assets in the Freight Futures currently constituting the BDRY Benchmark Portfolio.
The Benchmark Portfolio
The BDRY Benchmark Portfolio is maintained
by Breakwave Advisors LLC (“Breakwave”), which also serves as BDRY’s CTA. The BDRY Benchmark Portfolio consists
of the Freight Futures, which are a three-month strip of the nearest calendar quarter of futures contracts on specified indexes
(each a “Reference Index”) that measure rates for shipping dry bulk freight. Each Reference Index is published each
United Kingdom business day by the London-based Baltic Exchange Ltd. (the “Baltic Exchange”) and measures the charter
rate for shipping dry bulk freight in a specific size category of cargo ship – Capesize, Panamax or Supramax. The three
Reference Indexes are as follows:
●
Capesize :
the Capesize 5TC Index;
●
Panamax :
the Panamax 4TC Index; and
●
Supramax :
the Supramax 6TC Index.
The BDRY Benchmark Component Instruments
currently constituting the BDRY Benchmark Portfolio as of March 31, 2020 include:
Name
Ticker
Market
Value USD
Baltic Panamax Time Charter Apr 20
BFFAP J20 Index
$ 1,539,955
Baltic Panamax Time Charter May 20
BFFAP K20 Index
1,592,430
Baltic Panamax Time Charter Jun 20
BFFAP M20 Index
1,748,880
Baltic Capesize Time Charter Apr 20
BFFATC J20 Index
2,444,970
Baltic Capesize Time Charter May 20
BFFATC K20 Index
2,752,625
Baltic Capesize Time Charter Jun 20
BFFATC M20 Index
3,221,715
Baltic Supramax T/C Average Shipping Route Apr 20
S58FM J20 Index
897,760
Baltic Supramax T/C Average Shipping Route May 20
S58FM K20 Index
613,415
Baltic Supramax T/C Average Shipping Route Jun 20
S58FM M20 Index
661,580
The value of the Capesize 5TC Index is
disseminated at 11:00 a.m., London Time and the value of the Panamax 4TC Index and the Supramax 6TC Index each is disseminated
at 1:00 p.m., London Time. The Reference Index information disseminated by the Baltic Exchange also includes the components and
value of each component in each Reference Index. Such Reference Index information also is widely disseminated by Reuters and/or
other major market data vendors.
BDRY seeks to achieve its investment objective
by investing substantially all of its assets in the Freight Futures currently constituting the BDRY Benchmark Portfolio. The BDRY
Benchmark Portfolio will include all existing positions to maturity and settle them in cash. During any given calendar quarter,
the BDRY Benchmark Portfolio will progressively increase its position to the next calendar quarter three-month strip, thus maintaining
constant exposure to the Freight Futures market as positions mature.
40
The BDRY Benchmark Portfolio will maintain
long-only positions in Freight Futures. The BDRY Benchmark Portfolio will include a combination of Capesize, Panamax and Supramax
Freight Futures. More specifically, the BDRY Benchmark Portfolio will include 50% exposure in Capesize Freight Futures contracts,
40% exposure in Panamax Freight Futures contracts and 10% exposure in Supramax Freight Futures contracts. The BDRY Benchmark Portfolio
will not include and the Fund will not invest in swaps, non-cleared dry bulk freight forwards or other over-the-counter derivative
instruments that are not cleared through exchanges or clearing houses. The Fund may hold exchange-traded options on Freight Futures.
The BDRY Benchmark Portfolio is maintained by Breakwave and will be rebalanced annually. The Freight Futures currently constituting
the Benchmark Portfolio, as well as the daily holdings of the Fund will be available on the Fund’s website at www.drybulketf.com.
When establishing positions in Freight
Futures, BDRY will be required to deposit initial margin with a value of approximately 10% to 40% of the notional value of each
Freight Futures position at the time it is established. These margin requirements are established and subject to change from time
to time by the relevant exchanges, clearing houses or the Fund’s futures commission merchant (“FCM”). On a daily
basis, the Fund will be obligated to pay, or entitled to receive, variation margin in an amount equal to the change in the daily
settlement level of its Freight Futures positions. Any assets not required to be posted as margin with the FCM will be held at
the Fund’s custodian in cash or cash equivalents.
BDRY will hold cash or cash equivalents
such as U.S. Treasuries or other high credit quality, short-term fixed-income or similar securities for direct investment or as
collateral for the U.S. Treasuries and for other liquidity purposes and to meet redemptions that may be necessary on an ongoing
basis. The Fund may also realize interest income from its holdings in U.S. Treasuries or other market rate instruments.
The Sponsor
ETF Managers Capital, LLC is the sponsor
of the Trust and the Funds. The Sponsor is a Delaware limited liability company, formed on June 12, 2014. The principal office
is located at 30 Maple Street, Suite 2, Summit, NJ 07901. The Sponsor is registered as a commodity pool operator (“CPO”)
with the Commodity Futures Trading Commission (“CFTC”) and became a member of the National Futures Association (“NFA”)
on September 23, 2014. The Trust and the Funds operate pursuant to the Trust Agreement.
The Sponsor is a wholly-owned subsidiary
of Exchange Traded Managers Group LLC (“ETFMG”), a limited liability company domiciled and headquartered in New Jersey.
The Sponsor maintains its main business office at 30 Maple Street, Suite 2, Summit, NJ 07901.
Under the Trust Agreement, the Sponsor
has exclusive management and control of all aspects of the Trust’s business. The Trustee has no duty or liability to supervise
the performance of the Sponsor, nor will the Trustee have any liability for the acts or omissions of the Sponsor. The shareholders
have no voice in the day to day management of the business and operations of the Funds and the Trust, other than certain limited
voting rights as set forth in the Trust Agreement. In the course of its management of the business and affairs of the Funds and
the Trust, the Sponsor may, in its sole and absolute discretion, appoint an affiliate or affiliates of the Sponsor as additional
sponsors and retain such persons, including affiliates of the Sponsor, as it deems necessary to effectuate and carry out the purposes,
business and objectives of the Trust.
41
Results of Operations
Sit Rising Rate ETF
NEITHER THE PAST PERFORMANCE OF
THE FUND NOR THE PRIOR INDEX LEVELS AND CHANGES, POSITIVE OR NEGATIVE, SHOULD BE TAKEN AS AN INDICATION OF THE FUND’S FUTURE
PERFORMANCE.
The per Share market value of RISE and
its NAV tracked closely for the three months ended March 31, 2020.
NEITHER THE PAST PERFORMANCE OF
THE FUND NOR THE PRIOR INDEX LEVELS AND CHANGES, POSITIVE OR NEGATIVE, SHOULD BE TAKEN AS AN INDICATION OF THE FUND’S FUTURE
PERFORMANCE.
The per Share market value of RISE and
its NAV tracked closely for the three months ended March 31, 2019.
42
NEITHER THE PAST PERFORMANCE OF
THE FUND NOR THE PRIOR INDEX LEVELS AND CHANGES, POSITIVE OR NEGATIVE, SHOULD BE TAKEN AS AN INDICATION OF THE FUND’S FUTURE
PERFORMANCE.
The per Share market value of RISE and
its NAV tracked closely for the nine months ended March 31, 2020.
NEITHER THE PAST PERFORMANCE OF
THE FUND NOR THE PRIOR INDEX LEVELS AND CHANGES, POSITIVE OR NEGATIVE, SHOULD BE TAKEN AS AN INDICATION OF THE FUND’S FUTURE
PERFORMANCE.
The per Share market value of RISE and
its NAV tracked closely for the nine months ended March 31, 2019.
43
NEITHER THE PAST PERFORMANCE OF
THE FUND NOR THE PRIOR INDEX LEVELS AND CHANGES, POSITIVE OR NEGATIVE, SHOULD BE TAKEN AS AN INDICATION OF THE FUND’S FUTURE
PERFORMANCE.
The graph above compares the return of
RISE with the benchmark portfolio returns for the three months ended March 31, 2020. The difference in the NAV price and the benchmark
value often results in the appearance of a NAV premium or discount to the benchmark. The difference is related to the cumulative
impact on NAV of the Fund’s income and expenses during the period presented in the chart above.
NEITHER THE PAST PERFORMANCE OF
THE FUND NOR THE PRIOR INDEX LEVELS AND CHANGES, POSITIVE OR NEGATIVE, SHOULD BE TAKEN AS AN INDICATION OF THE FUND’S FUTURE
PERFORMANCE.
The graph above compares the return of
RISE with the benchmark portfolio returns for the three months ended March 31, 2019. The difference in the NAV price and the benchmark
value often results in the appearance of a NAV premium or discount to the benchmark. The difference is related to the cumulative
impact on NAV of the Fund’s income and expenses during the period presented in the chart above.
44
NEITHER
THE PAST PERFORMANCE OF THE FUND NOR THE PRIOR INDEX LEVELS AND CHANGES, POSITIVE OR NEGATIVE, SHOULD BE TAKEN AS AN INDICATION
OF THE FUND’S FUTURE PERFORMANCE.
The
graph above compares the return of RISE with the benchmark portfolio returns for the nine months ended March 31, 2020. The difference
in the NAV price and the benchmark value often results in the appearance of a NAV premium or discount to the benchmark. The difference
is related to the cumulative impact on NAV of the Fund’s income and expenses during the period presented in the chart above.
NEITHER
THE PAST PERFORMANCE OF THE FUND NOR THE PRIOR INDEX LEVELS AND CHANGES, POSITIVE OR NEGATIVE, SHOULD BE TAKEN AS AN INDICATION
OF THE FUND’S FUTURE PERFORMANCE.
The
graph above compares the return of RISE with the benchmark portfolio returns for the nine months ended March 31, 2019. The difference
in the NAV price and the benchmark value often results in the appearance of a NAV premium or discount to the benchmark. The difference
is related to the cumulative impact on NAV of the Fund’s income and expenses during the period presented in the chart above.
45
FOR
THE THREE MONTHS ENDED MARCH 31, 2020
Fund
Share Price Performance
During
the three months ended March 31, 2020, the NYSE Arca market value of each Share decreased (-10.62%) from $22.97 per Share, representing
the closing trade on December 31, 2019, to $20.53 per Share, representing the closing price on March 31, 2020. The Share price
high and low for the three months ended March 31, 2020 and related change from the closing Share price on December 31, 2019 were
as follows: Shares traded from a high of $22.95 per Share (-0.09%) on January 2, 2020 to a low of $20.52 per Share (-10.66%) on
March 31, 2020.
Fund
Share Net Asset Performance
For
the three months ended March 31, 2020, the net asset value of each Share decreased (-10.58%) from $22.96 per Share, representing
the closing net asset value per Share on December 31, 2019, to $20.53 per Share. The realized and unrealized net losses in the
investments, futures and options contracts offset net investment income resulting in the overall decrease in the NAV per Share
during the three months ended March 31, 2020.
Net
loss for the three months ended March 31, 2020, was $606,815, resulting from net realized losses on investments, futures and options
contracts of $167,895, net unrealized losses on investments, futures and options contracts of $444,797 and the net investment
income of $5,877.
FOR
THE THREE MONTHS ENDED MARCH 31, 2019
Fund
Share Price Performance
During
the three months ended March 31, 2019, the NYSE Arca market value of each Share decreased (-2.08%) from $24.09 per Share, representing
the closing trade on December 31, 2018, to $23.59 per Share, representing the closing price on March 29, 2019. The Share price
high and low for the three months ended March 31, 2019 and related change from the closing Share price on December 31, 2018 were
as follows: Shares traded from a high of $24.40 per Share (+1.29%) on March 6, 2019 to a low of $23.36 per Share (-3.05%) on March
27, 2019.
Fund
Share Net Asset Performance
For
the three months ended March 31, 2019, the net asset value of each Share decreased (-1.70%) from $24.06 per Share, representing
the closing net asset value per Share on December 31, 2018, to $23.65 per Share. Net losses in the investments, futures and options
contracts more than offset Fund net investment income which resulted in the overall decrease in the NAV per Share during the three
months ended March 31, 2019.
Net
loss for the three months ended March 31, 2019, was $546,882, resulting from net realized losses on investments, futures and options
contracts of $2,457,815, net unrealized gains on investments, futures and options contracts of $1,778,789 and the net investment
income of $132,144.
46
FOR
THE NINE MONTHS ENDED MARCH 31, 2020
Fund
Share Price Performance
During
the nine months ended March 31, 2020, the NYSE Arca market value of each Share decreased (-9.68%) from $22.73 per Share, representing
the closing trade on June 28, 2019, to $20.53 per Share, representing the closing price on March 31, 2020. The Share price high
and low for the nine months ended March 31, 2020 and related change from the closing Share price on June 28, 2019 were as follows:
Shares traded from a high of $23.10 per Share (+1.63%) on December 18, 2019 to a low of $20.52 per Share (-9.72%) on March 31,
2020.
Fund
Share Net Asset Performance
For
the nine months ended March 31, 2020, the net asset value of each Share decreased (-9.56%) from $22.70 per Share, representing
the closing net asset value per Share on June 28, 2019, to $20.53 per Share. The realized and unrealized net losses in the investments,
futures and options contracts offset net investment income resulting in the overall decrease in the NAV per Share during the nine
months ended March 31, 2020.
Net
loss for the nine months ended March 31, 2020, was $454,812, resulting from net realized losses on investments, futures and
options contracts of $420,623, net unrealized losses on investments, futures and options contracts of $76,566 and the net investment
income of $42,377.
FOR
THE NINE MONTHS ENDED MARCH 31, 2019
Fund
Share Price Performance
During
the nine months ended March 31, 2019, the NYSE Arca market value of each Share decreased (-4.34%) from $24.66 per Share, representing
the closing trade on June 29, 2018, to $23.59 per Share, representing the closing price on March 31, 2019. The Share price high
and low for the nine months ended March 31, 2019 and related change from the closing Share price on June 29, 2018 were as follows:
Shares traded from a high of $25.50 per Share (+3.41%) on October 5, 2018 to a low of $23.36 per Share (-5.29%) on March 27, 2019.
Fund
Share Net Asset Performance
For
the nine months ended March 31, 2019, the net asset value of each Share decreased (-4.06%) from $24.65 per Share, representing
the closing net asset value per Share on June 29, 2018, to $23.65 per Share. Net losses in the investments, futures and options
contracts more than offset Fund net investment income which resulted in the overall decrease in the NAV per Share during the nine
months ended March 31, 2019.
Net
loss for the nine months ended March 31, 2019, was $2,313,788, resulting from net realized losses on investments, futures and
options contracts of $2,914,522, net unrealized gains on investments, futures and options contracts of $167,281 and the net investment
income of $433,453.
Breakwave
Dry Bulk Shipping ETF
During the three months ended March 31, 2020, freight rates
experienced significant weakness relative to the previous quarter, with the Baltic Dry Index declining more than 40% during the
period. The Chinese economy, which is the most important driver of dry bulk demand, experienced major pressures because of the
COVID-19 pandemic. Industrial activity declined the most on record, as evident by China’s reported PMI indications. Given
that the first calendar quarter of each year is seasonally weak, the additional pressure from the decline in economic activity
led to very weak rates for the period. Spot dry bulk rates experienced a small revival towards the end of the quarter but remained
relatively weak versus historical norms. In addition, an unusually heavy rainy season in Brazil led to particularly low iron ore
exports during the period that further weighted on freight rates for the iron ore exposed Capesize vessels.
During the three months ended March 31, 2020, freight futures
declined compared to the previous quarter, following the declining trajectory of spot rates. As a result, BDRY’s performance
closely tracked the performance of short-term dry bulk freight futures, with the fund’s NAV steadily declining during the
quarter. Such decline accelerated toward the end of the quarter, as expectations for a rapid recovery in rates declined, leading
to lower prices for the next quarter’s futures.
47
NEITHER
THE PAST PERFORMANCE OF THE FUND NOR THE PRIOR BENCHMARK PORTFOLIO LEVELS AND CHANGES, POSITIVE OR NEGATIVE, SHOULD BE TAKEN AS
AN INDICATION OF THE FUND’S FUTURE PERFORMANCE.
The
per Share market value of BDRY and its NAV tracked closely for the three months ended March 31, 2020.
NEITHER
THE PAST PERFORMANCE OF THE FUND NOR THE PRIOR BENCHMARK PORTFOLIO LEVELS AND CHANGES, POSITIVE OR NEGATIVE, SHOULD BE TAKEN AS
AN INDICATION OF THE FUND’S FUTURE PERFORMANCE.
The
per Share market value of BDRY and its NAV tracked closely for the three months ended March 31, 2019.
48
NEITHER
THE PAST PERFORMANCE OF THE FUND NOR THE PRIOR BENCHMARK PORTFOLIO LEVELS AND CHANGES, POSITIVE OR NEGATIVE, SHOULD BE TAKEN AS
AN INDICATION OF THE FUND’S FUTURE PERFORMANCE.
The
per Share market value of BDRY and its NAV tracked closely for the nine months ended March 31, 2020.
NEITHER
THE PAST PERFORMANCE OF THE FUND NOR THE PRIOR BENCHMARK PORTFOLIO LEVELS AND CHANGES, POSITIVE OR NEGATIVE, SHOULD BE TAKEN AS
AN INDICATION OF THE FUND’S FUTURE PERFORMANCE.
The
per Share market value of BDRY and its NAV tracked closely for the nine months ended March 31, 2019
49
NEITHER
THE PAST PERFORMANCE OF THE FUND NOR THE PRIOR BENCHMARK PORTFOLIO LEVELS AND CHANGES, POSITIVE OR NEGATIVE, SHOULD BE TAKEN AS
AN INDICATION OF THE FUND’S FUTURE PERFORMANCE.
The
graph above compares the return of BDRY with the benchmark portfolio returns for the three months ended March 31, 2020. The difference
in the NAV price and the benchmark value often results in the appearance of a NAV premium or discount to the benchmark. The difference
is primarily related to the cumulative impact on NAV of the Fund’s income and expenses during the period presented in the
chart above, and also other factors as discussed below.
NEITHER
THE PAST PERFORMANCE OF THE FUND NOR THE PRIOR BENCHMARK PORTFOLIO LEVELS AND CHANGES, POSITIVE OR NEGATIVE, SHOULD BE TAKEN AS
AN INDICATION OF THE FUND’S FUTURE PERFORMANCE.
The
graph above compares the return of BDRY with the benchmark portfolio returns for the three months ended March 31, 2019. The difference
in the NAV price and the benchmark value often results in the appearance of a NAV premium or discount to the benchmark. The difference
is primarily related to the cumulative impact on NAV of the Fund’s income and expenses during the period presented in the
chart above, and also other factors as discussed below.
50
NEITHER
THE PAST PERFORMANCE OF THE FUND NOR THE PRIOR BENCHMARK PORTFOLIO LEVELS AND CHANGES, POSITIVE OR NEGATIVE, SHOULD BE TAKEN AS
AN INDICATION OF THE FUND’S FUTURE PERFORMANCE.
The
graph above compares the return of BDRY with the benchmark portfolio returns for the nine months ended March 31, 2020. The difference
in the NAV price and the benchmark value often results in the appearance of a NAV premium or discount to the benchmark. The difference
is primarily related to the cumulative impact on NAV of the Fund’s income and expenses during the period presented in the
chart above, and also other factors as discussed below.
NEITHER
THE PAST PERFORMANCE OF THE FUND NOR THE PRIOR BENCHMARK PORTFOLIO LEVELS AND CHANGES, POSITIVE OR NEGATIVE, SHOULD BE TAKEN AS
AN INDICATION OF THE FUND’S FUTURE PERFORMANCE.
The
graph above compares the return of BDRY with the benchmark portfolio returns for the nine months ended March 31, 2019. The difference
in the NAV price and the benchmark value often results in the appearance of a NAV premium or discount to the benchmark. The difference
is related to the cumulative impact on NAV of the Fund’s income and expenses during the period presented in the chart above,
and also other factors as discussed below.
51
The
four graphs above compare the returns of BDRY with the benchmark portfolio returns for the three months ended March 31, 2020 and
2019, and the nine months ended March 31, 2020 and 2019. The difference in the NAV price the benchmark value often results in
the appearance of a NAV premium or discount to the benchmark. Differences in the benchmark return and the BDRY net asset value
per share are due primarily to the following factors:
○
Benchmark
portfolio uses settlement prices of freight futures vs. BDRY closing Share price,
○
Benchmark
portfolio roll methodology assumes rolls that can happen even at fractions of lots vs. BDRY that uses the real minimum market
lot available (5 days per months),
○
Benchmark
portfolio assumes rolls are happening at the settlement price of the day vs. that buys at a transaction price during the day
that might or might not be equal to the settlement price,
○
Benchmark
portfolio assumes no trading commissions vs. BDRY that pays 10bps for each transaction,
○
Benchmark
portfolio assumes no clearing fees vs. BDRY that pays approximately 3-5bps of total clearing fees for each trade,
○
Benchmark
portfolio assumes no management fees vs. BDRY fee structure of 3.5% of average net assets on an annualized basis, and
○
Creations
and redemptions that lead to transactions that occur at prices that might be different than the settlement prices
There
are no competitors. BDRY is the only Freight futures ETF globally.
52
FOR
THE THREE MONTHS ENDED MARCH 31, 2020
Fund
Share Price Performance
During
the three months ended March 31, 2020, the NYSE Arca market value of each Share decreased (-58.64%) from $15.45 per Share, representing
the closing trade on December 31, 2019, to $6.39 per Share, representing the closing price on March 31, 2020. The Share price
high and low for the three months ended March 31, 2020 and related change from the closing Share price on December 31, 2019 were
as follows: Shares traded from a high of $14.95 per Share (-3.24%) on January 2, 2020 to a low of $5.01 per Share (-67.57%) on
March 25, 2020 and March 26, 2020.
Fund
Share Net Asset Performance
For
the three months ended March 31, 2020, the net asset value of each Share decreased (-57.71%) from $15.37 per Share to $6.50 per
Share. Losses in the investments and futures contracts and the net investment loss resulted in the overall decrease in the NAV
per Share during the three months ended March 31, 2020.
Net
loss for the three months ended March 31, 2020, was $4,704,235, resulting from net realized losses on investments and futures
contracts of $2,727,061, unrealized losses on futures contracts of $1,871,170 and the net investment loss of $106,004.
FOR
THE THREE MONTHS ENDED MARCH 31, 2019
Fund
Share Price Performance
During
the three months ended March 31, 2019, the NYSE Arca market value of each Share decreased (-47.77%) from $17.92 per Share, representing
the closing trade on December 31, 2018, to $9.36 per Share, representing the closing price on March 29, 2019. The Share price
high and low for the three months ended March 31, 2019 and related change from the closing Share price on December 31, 2018 were
as follows: Shares traded from a high of $18.49 per Share (+3.18%) on January 2, 2019 to a low of $9.32 per Share (-47.99%) on
March 29, 2019.
Fund
Share Net Asset Performance
For
the three months ended March 31, 2019, the net asset value of each Share decreased (-48.71%) from $18.56 per Share to $9.52 per
Share. Losses in the investments and futures contracts and the net investment loss resulted in the overall decrease in the NAV
per Share during the three months ended March 31, 2019.
Net
loss for the three months ended March 31, 2019, was $1,486,485, resulting from net realized losses on investments and futures
contracts of $956,887, unrealized losses on futures contracts of $511,380 and the net investment loss of $18,218.
FOR
THE NINE MONTHS ENDED MARCH 31, 2020
Fund
Share Price Performance
During
the nine months ended March 31, 2020, the NYSE Arca market value of each Share decreased (-51.41%) from $13.15 per Share, representing
the closing trade on June 30, 2019, to $6.39 per Share, representing the closing price on March 31, 2020. The Share price high
and low for the nine months ended March 31, 2020 and related change from the closing Share price on June 30, 2019 were as follows:
Shares traded from a high of $22.19 per Share (+68.75%) on October 9, 2019 to a low of $5.01 per Share (-61.90%) on March 25,
2020 and March 26, 2020.
Fund
Share Net Asset Performance
For
the nine months ended March 31, 2020, the net asset value of each Share decreased (-50.94%) from $13.25 per Share to $6.50 per
Share. Losses in the investments and futures contracts and the net investment loss resulted in the overall decrease in the NAV
per Share during the nine months ended March 31, 2020.
Net
loss for the nine months ended March 31, 2020, was $3,735,069, resulting from net realized losses on investments and futures contracts
of $2,388,880, unrealized losses on futures contracts of $1,204,565 and the net investment loss of $141,624.
53
FOR
THE NINE MONTHS ENDED MARCH 31, 2019
Fund
Share Price Performance
During
the nine months ended March 31, 2019, the NYSE Arca market value of each Share decreased (-57.53%) from $22.04 per Share, representing
the closing trade on June 29, 2018, to $9.36 per Share, representing the closing price on March 29, 2019. The Share price high
and low for the nine months ended March 31, 2019 and related change from the closing Share price on June 29, 2018 were as follows:
Shares traded from a high of $25.60 per Share (+16.15%) on August 21, 2018 to a low of $9.32 per Share (-57.71%) on March 29,
2019.
Fund
Share Net Asset Performance
For
the nine months ended March 31, 2019, the net asset value of each Share decreased (-56.69%) from $21.98 per Share to $9.52 per
Share. Losses in the investments and futures contracts and the net investment loss resulted in the overall decrease in the NAV
per Share during the nine months ended March 31, 2019.
Net
loss for the nine months ended March 31, 2019, was $1,999,517, resulting from net realized losses on investments and futures contracts
of $1,391,126, unrealized losses on futures contracts of $544,960 and the net investment loss of $63,431.
Calculating
NAV
The
Fund’s NAV is calculated by:
●
Taking
the current market value of its total assets;
●
Subtracting
any liabilities; and
●
Dividing
that total by the total number of outstanding shares.
The
Administrator calculates the NAV of the Fund once each NYSE Arca trading day. The NAV for a particular trading day is released
after 4:00 p.m. E.T. Trading during the core trading session on the NYSE Arca typically closes at 4:00 p.m. E.T. The Administrator
uses CME closing price (determined at the earlier of the close of the CME or 2:30 p.m. E.T.) for the contracts traded on the CME,
with respect to RISE, and the Baltic Exchange settlement price for the Freight Futures and option contracts, with respect to BDRY.
The Administrator calculates or determines the value of all other Fund investments using market quotations, if available, or other
information customarily used to determine the fair value of such investments as of the close of the NYSE Arca (normally 4:00 p.m.
E.T.), in accordance with the current Administrative Agency Agreement among U.S. Bancorp Fund Services, the Fund and the Sponsor.
For purposes of calculating the NAV of RISE, “other information” customarily used in determining fair value includes
information consisting of market data in the relevant market supplied by one or more third parties including, without limitation,
relevant rates, prices, yields, yield curves, volatilities, spreads, correlations or other market data in the relevant market;
or information of the types described above from internal sources if that information is of the same type used by the Fund in
the regular course of its business for the valuation of similar transactions. The information may include costs of funding, to
the extent costs of funding are not and would not be a component of the other information being utilized. Third parties supplying
quotations or market data may include, without limitation, dealers in the relevant markets, end-users of the relevant product,
information vendors, brokers and other sources of market information.
In
addition, in order to provide updated information relating to the Fund for use by investors and market professionals, an updated
indicative fund value (“IFV”) is made available through on-line information services throughout the core trading session
hours of 9:30 a.m. E.T. to 4:00 p.m. E.T. on each trading day. The IFV is calculated by using the prior day’s closing NAV
per share of the Fund as a base and updating that value throughout the trading day to reflect changes in the most recently reported
trade price for the futures and/or options held by the Fund. For BDRY, certain Freight Futures brokers provide real time pricing
information to the general public either through their websites or through data vendors such as Bloomberg or Reuters. The IFV
disseminated during NYSE Arca core trading session hours should not be viewed as an actual real time update of the NAV, because
the NAV is calculated only once at the end of each trading day based upon the relevant end of day values of the Fund’s investments.
The
IFV is disseminated on a per share basis every 15 seconds during regular NYSE Arca core trading session hours. The normal trading
hours of the CME are 10:00 a.m. E.T. to 2:30 p.m. E.T. The customary trading hours of the Freight Futures trading are 3:00 a.m.
E.T. to 12:00 p.m. E.T. This means that there is a gap in time at the beginning and/or the end of each day during which a Fund’s
shares are traded on the NYSE Arca, but real-time trading prices for contracts are not available. During such gaps in time the
IFV will be calculated based on the end of day price of such contracts from the CMR’s or Baltic Exchange’s, as applicable,
immediately preceding trading session. In addition, other investments and U.S. Treasuries held by the Fund will be valued by the
Administrator, using rates and points received from client-approved third party vendors (such as Reuters and WM Company) and advisor
or broker-dealer quotes. These investments will not be included in the IFV.
The
NYSE Arca disseminates the IFV through the facilities of CTA/CQ High Speed Lines. In addition, the IFV is published on the NYSE
Arca’s website and is available through on-line information services such as Bloomberg and Reuters.
54
Dissemination
of the IFV provides additional information that is not otherwise available to the public and is useful to investors and market
professionals in connection with the trading of a Fund’s shares on the NYSE Arca. Investors and market professionals are
able throughout the trading day to compare the market price of a Fund’s shares and the IFV. If the market price of a Fund’s
shares diverges significantly from the IFV, market professionals will have an incentive to execute arbitrage trades. For example,
if a Fund’s shares appear to be trading at a discount compared to the IFV, a market professional could buy the Fund shares
on the NYSE Arca and take the opposite position in Treasury Instruments or Freight Futures, as applicable. Such arbitrage trades
can tighten the tracking between the market price of a Fund’s shares and the IFV and thus can be beneficial to all market
participants.
Critical
Accounting Policies
Each
Fund’s critical accounting policies are as follows:
Preparation
of the financial statements and related disclosures in accordance with U.S. generally accepted accounting principles requires
the application of appropriate accounting rules and guidance, as well as the use of estimates. The Funds’ application of
these policies involves judgments and the use of estimates. Actual results may differ from the estimates used and such differences
could be material. Each Fund holds a significant portion of its assets in futures contracts and money market funds, which are
held at fair value.
Each
Fund calculates its net asset value as of the NAV Calculation Time as described above.
The
values which are used by the Funds for their Treasury Instruments and Freight Futures, as applicable, are provided by the applicable
Fund’s commodity broker, which uses market prices when available. In addition, the Funds estimate interest income on a daily
basis using prevailing rates earned on their cash and cash equivalents. These estimates are adjusted to the actual amount received
on a monthly basis and the difference, if any, is not considered material.
Credit
Risk
When
a Fund enters into Benchmark Component Instruments, it will be exposed to the credit risk that the counterparty will not be able
to meet its obligations. For purposes of credit risk, the counterparty for the Benchmark Component Instruments traded on or cleared
by the CME and other futures exchanges is the clearinghouse associated with those exchanges. In general, clearinghouses are backed
by their members who may be required to share in the financial burden resulting from the nonperformance of one of their members,
which should significantly reduce credit risk. There can be no assurance that any counterparty, clearinghouse, or their financial
backers will satisfy their obligations to the Funds.
The
Sponsor will attempt to minimize certain of these market and credit risks by normally:
●
executing
and clearing trades with creditworthy counterparties, as determined by the Sponsor;
●
limiting
the outstanding amounts due from counterparties of the Funds;
●
not
posting margin directly with a counterparty;
●
limiting
the amount of margin or premium posted at the FCM; and
●
ensuring
that deliverable contracts are not held to such a date when delivery of an underlying asset could be called for.
The
Commodity Exchange Act (“CEA”) requires all FCMs, such as the Fund’s clearing brokers, to meet and maintain
specified fitness and financial requirements, to segregate customer funds from proprietary funds and account separately for all
customers’ funds and positions, and to maintain specified books and records open to inspection by the staff of the CFTC.
The CFTC has similar authority over introducing brokers, or persons who solicit or accept orders for commodity interest trades
but who do not accept margin deposits for the execution of trades. The CEA authorizes the CFTC to regulate trading by FCMs and
by their officers and directors, permits the CFTC to require action by exchanges in the event of market emergencies, and establishes
an administrative procedure under which customers may institute complaints for damages arising from alleged violations of the
CEA. The CEA also gives the states powers to enforce its provisions and the regulations of the CFTC.
55
On
November 14, 2013, the CFTC published final regulations that require enhanced customer protections, risk management programs,
internal monitoring and controls, capital and liquidity standards, customer disclosures and auditing and examination programs
for FCMs. The rules are intended to afford greater assurances to market participants that customer segregated funds and secured
amounts are protected, customers are provided with appropriate notice of the risks of futures trading and of the FCMs with which
they may choose to do business, FCMs are monitoring and managing risks in a robust manner, the capital and liquidity of FCMs are
strengthened to safeguard the continued operations and the auditing and examination programs of the CFTC and the self-regulatory
organizations are monitoring the activities of FCMs in a thorough manner.
Liquidity
and Capital Resources
The
Funds do not anticipate making use of borrowings or other lines of credit to meet their obligations. The Funds meets their liquidity
needs in the normal course of business from the proceeds of the sale of their investments or from the cash, cash equivalents and/or
the collateralizing Treasury Securities that they hold. The Funds’ liquidity needs include: redeeming their shares, providing
margin deposits for existing Benchmark Component Instruments, the purchase of additional Benchmark Component Instruments, and
paying expenses.
The
Funds generate cash primarily from (i) the sale of Creation Baskets and (ii) interest earned on cash, cash equivalents and their
investments in collateralizing Treasury Securities. Generally, all of the net assets of the Funds are allocated to trading in
Benchmark Component Instruments. Most of the assets of the Funds are held in Treasury Instruments, cash and/or cash equivalents
that could or are used as margin or collateral for trading in Benchmark Component Instruments. The percentage that such assets
bear to the total net assets will vary from period to period as the market values of the Benchmark Component Instruments change.
Interests earned on interest-bearing assets of the Funds are paid to the Funds.
The
investments of the Funds in Benchmark Component Instruments could be subject to periods of illiquidity because of market conditions,
regulatory considerations and other reasons. Such conditions could prevent the Funds from promptly liquidating a position in Benchmark
Component Instruments.
Market
Risk
Trading
in Benchmark Component Instruments such as futures contracts will involve the Funds entering into contractual commitments to purchase
or sell specific amounts of instruments at a specified date in the future. The gross or face amount of the contracts is expected
to significantly exceed the future cash requirements of the Funds as the Funds intend to close out any open positions prior to
the contractual expiration date. As a result, the Funds’ market risk is the risk of loss arising from the decline in value
of the contracts, not from the need to make delivery under the contracts. The Funds consider the “fair value” of derivative
instruments to be the unrealized gain or loss on the contracts. The market risk associated with the commitment by the Funds to
purchase a specific contract will be limited to the aggregate face amount of the contracts held.
The
exposure of the Funds to market risk will depend on a number of factors including the markets for the specific instrument, the
volatility of interest rates and foreign exchange rates, the liquidity of the instrument-specific market and the relationships
among the contracts held by the Funds.
Regulatory
Environment
The
regulation of futures markets, futures contracts, and futures exchanges has historically been comprehensive. The CFTC and the
exchanges are authorized to take extraordinary actions in the event of a market emergency including, for example, the retroactive
implementation of speculative position limits, increased margin requirements, the establishment of daily price limits and the
suspension of trading.
The
regulation of commodity interest transactions in the United States is an evolving area of law and is subject to ongoing modification
by governmental and judicial action. Considerable regulatory attention has been focused on non-traditional investment pools that
are publicly distributed in the United States. There is a possibility of future regulatory changes within the United States altering,
perhaps to a material extent, the nature of an investment in the Funds, or the ability of the Funds to continue to implement its
investment strategy. The effect of any future regulatory change on the Funds is impossible to predict but could be substantial
and adverse.
56
The
CFTC possesses exclusive jurisdiction to regulate the activities of commodity pool operators and commodity trading advisors with
respect “commodity interests,” such as futures, swaps and options, and has adopted regulations with respect to the
activities of those persons and/or entities. Under the CEA, a registered CPO, such as the Sponsor, is required to make annual
filings with the CFTC and NFA describing its organization, capital structure, management and controlling persons. In addition,
the CEA authorizes the CFTC to require and review books and records of, and documents prepared by, registered CPOs. Pursuant to
this authority, the CFTC requires CPOs to keep accurate, current and orderly records for each pool that they operate. The CFTC
may suspend the registration of a commodity pool operator (1) if the CFTC finds that the operator’s trading practices tend
to disrupt orderly market conditions, (2) if any controlling person of the operator is subject to an order of the CFTC denying
such person trading privileges on any exchange, and (3) in certain other circumstances. Suspension, restriction or termination
of the Sponsor’s registration as a commodity pool operator would prevent it, until that registration were to be reinstated,
from managing the Funds, and might result in the termination of the Funds if a successor sponsor is not elected pursuant to the
Trust Agreement.
The
Funds’ investors are afforded prescribed rights for reparations under the CEA. Investors may also be able to maintain a
private right of action for violations of the CEA. The CFTC has adopted rules implementing the reparation provisions of the CEA,
which provide that any person may file a complaint for a reparations award with the CFTC for violation of the CEA against a floor
broker or an FCM, introducing broker, commodity trading advisor, CPO, and their respective associated persons.
Pursuant
to authority in the CEA, the NFA has been formed and registered with the CFTC as a registered futures association. At the present
time, the NFA is the only self-regulatory organization for commodity interest professionals, other than futures exchanges. The
CFTC has delegated to the NFA responsibility for the registration of CPOs and FCMs and their respective associated persons. The
Sponsor and the Funds’ clearing broker are members of the NFA. As such, they will be subject to NFA standards relating to
fair trade practices, financial condition and consumer protection. The NFA also arbitrates disputes between members and their
customers and conducts registration and fitness screening of applicants for membership and audits of its existing members. Neither
the Trust nor the Funds are required to become a member of the NFA.
The
regulations of the CFTC and the NFA prohibit any representation by a person registered with the CFTC or by any member of the NFA,
that registration with the CFTC, or membership in the NFA, in any respect indicates that the CFTC or the NFA has approved or endorsed
that person or that person’s trading program or objectives. The registrations and memberships of the parties described in
this summary must not be considered as constituting any such approval or endorsement. Likewise, no futures exchange has given
or will give any similar approval or endorsement.
Futures
exchanges in the United States are subject to varying degrees of regulation under the CEA depending on whether such exchange is
a designated contract market, exempt board of trade or electronic trading facility. Clearing organizations are also subject to
the CEA and the rules and regulations adopted thereunder as administered by the CFTC. The CFTC’s function is to implement
the CEA’s objectives of preventing price manipulation and excessive speculation and promoting orderly and efficient commodity
interest markets. In addition, the various exchanges and clearing organizations themselves exercise regulatory and supervisory
authority over their member firms.
The
Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) was enacted in response to the economic
crisis of 2008 and 2009 and it significantly altered the regulatory regime to which the securities and commodities markets are
subject. To date, the CFTC has issued proposed or final versions of almost all of the rules it is required to promulgate under
the Dodd-Frank Act. The provisions of the new law include the requirement that position limits be established on a wide range
of commodity interests, including agricultural, energy, and metal-based commodity futures contracts, options on such futures contracts
and cleared and uncleared swaps that are economically equivalent to such futures contracts and options; new registration and recordkeeping
requirements for swap market participants; capital and margin requirements for “swap dealers” and “major swap
participants,” as determined by the new law and applicable regulations; reporting of all swaps transactions to swap data
repositories; and the mandatory use of clearinghouse mechanisms for sufficiently standardized swap transactions that were historically
entered into in the over-the-counter market, but are now designated as subject to the clearing requirement; and margin requirements
for over-the counter swaps that are not subject to the clearing requirements.
57
The
Dodd-Frank Act was intended to reduce systemic risks that may have contributed to the 2008/2009 financial crisis. Since the first
draft of what became the Dodd-Frank Act, opponents have criticized the broad scope of the legislation and, in particular, the
regulations implemented by federal agencies as a result. Since 2010, and most notably in 2015 and 2016, Republicans have proposed
comprehensive legislation both in the House and the Senate of the US Congress. These bills are intended to pare back some of the
provisions of the Dodd-Frank Act of 2010 that critics view as overly broad, unnecessary to the stability of the U.S. financial
system, and inhibiting the growth of the U.S. economy. Further, the administration has promised and issued several executive orders
intended to relieve the financial burden created by the Dodd-Frank Act, although these executive orders only set forth several
general principles to be followed by the federal agencies and do not mandate the wholesale repeal of the Dodd-Frank Act. The scope
of the effect that passage of new financial reform legislation could have on U.S. securities, derivatives and commodities markets
is not clear at this time because each federal regulatory agency would have to promulgate new regulations to implement such legislation.
Nevertheless, regulatory reform may have a significant impact on U.S. regulated entities.
Current
rules and regulations under the Dodd-Frank Act require enhanced customer protections, risk management programs, internal monitoring
and controls, capital and liquidity standards, customer disclosures and auditing and examination programs for FCMs. The rules
are intended to afford greater assurances to market participants that customer segregated funds and secured amounts are protected,
customers are provided with appropriate notice of the risks of futures trading and of the FCMs with which they may choose to do
business, FCMs are monitoring and managing risks in a robust manner, the capital and liquidity of FCMs are strengthened to safeguard
the continued operations and the auditing and examination programs of the CFTC and the self-regulatory organizations are monitoring
the activities of FCMs in a thorough manner.
Regulatory
bodies outside the U.S. have also passed or proposed, or may propose in the future, legislation similar to that proposed by the
Dodd-Frank Act or other legislation containing other restrictions that could adversely impact the liquidity of and increase costs
of participating in the commodities markets. For example, the European Union (“EU”) Markets in Financial Instruments
Directive (Directive 2014/65/EU) and Markets in Financial Instruments Regulation (Regulation (EU) No 600/2014) (together “MiFID
II”), which has applied since January 3, 2018, governs the provision of investment services and activities in relation to,
as well as the organized trading of, financial instruments such as shares, bonds, units in collective investment schemes and derivatives.
In particular, MiFID II requires EU Member States to apply position limits to the size of a net position which a person can hold
at any time in commodity derivatives traded on trading EU trading venues and in “economically equivalent” over-the-counter
(“OTC”) contracts. By way of further example, the European Market Infrastructure Regulation (Regulation (EU) No 648/2012)
(“EMIR”) introduced certain requirements in respect of OTC derivatives including: (i) the mandatory clearing of OTC
derivative contracts declared subject to the clearing obligation; (ii) risk mitigation techniques in respect of un-cleared OTC
derivative contracts, including the mandatory margining of un-cleared OTC derivative contracts; and (iii) reporting and recordkeeping
requirements in respect of all derivatives contracts. In the event that the requirements under EMIR and MiFID II apply, these
are expected to increase the cost of transacting derivatives.
In
addition, considerable regulatory attention has been focused on non-traditional publicly distributed investment pools such as
the Funds. Furthermore, various national governments have expressed concern regarding the disruptive effects of speculative trading
in certain commodity markets and the need to regulate the derivatives markets in general. The effect of any future regulatory
change on the Funds is impossible to predict, but could be substantial and adverse.
Management
believes that as of March 31, 2020, it had fulfilled in a timely manner all Dodd-Frank or other regulatory requirements to which
it is subject.
58
Off
Balance Sheet Financing
As
of March 31, 2020, neither the Trust nor the Funds have any loan guarantees, credit support or other off-balance sheet arrangements
of any kind other than agreements entered into in the normal course of business, which may include indemnification provisions
relating to certain risks service providers undertake in performing services which are in the best interests of the Funds. While
the exposure of the Funds under these indemnification provisions cannot be estimated, they are not expected to have a material
impact on the financial position of the Funds.
Redemption
Basket Obligation
Other
than as necessary to meet the investment objective of the Fund and pay the contractual obligations described below, the Fund will
require liquidity to redeem Redemption Baskets. The Fund intends to satisfy this obligation through the transfer of cash of the
Fund (generated, if necessary, through the sale of Treasury Instruments) in an amount proportionate to the number of Shares being
redeemed.
Contractual
Obligations
The
primary contractual obligations of each Fund will be with the Sponsor and certain other service providers.
Management
and CTA Fees
RISE
and BDRY each pay the Sponsor a management fee (the “Sponsor Fee”) in consideration of the Sponsor’s advisory
services to the Funds. Additionally, RISE and BDRY each pays its respective commodity trading advisor a license and service fee
(the “CTA Fee”).
RISE
pays the Sponsor Fee monthly in arrears, in an amount equal to the greater of 0.15% per annum of the value of RISE’s average
daily net assets or $75,000. The Sponsor Fee is paid in consideration of the Sponsor’s management
services to RISE. RISE also pays Sit a CTA Fee monthly in arrears, for the use of the RISE Benchmark Portfolio in an amount equal
to 0.20% per annum of RISE’s average daily net assets.
The
Sponsor has contractually agreed to waive RISE’s Sponsor Fee and/or assume RISE’s remaining expenses so that RISE’s
expenses do not exceed an annual rate of 1.00%, excluding brokerage commissions, interest expense, and extraordinary expenses,
of the value of RISE’s average daily net assets (the “RISE Expense Cap”). The assumption of expenses and waiver
of RISE’s Sponsor fee are contractual on the part of the Sponsor, through January 31, 2021. If after that date, the Sponsor
no longer assumed expenses or waived RISE’s Sponsor Fee, RISE could be adversely impacted, including in its ability to achieve
its investment objective.
59
RISE
currently accrues its daily expenses up to the RISE Expense Cap. At the end of each month, the accrued amount is remitted to the
Sponsor as the Sponsor is responsible for the payment of the routine operational, administrative and other ordinary expenses of
RISE. RISE’s total expenses amounted to $115,209 and $171,928, for the three months ended March 31, 2020 and 2019, respectively,
and $351,317 and $572,487 for the nine months ended March 31, 2020 and 2019, respectively, of which $100,377 and $54,256 for the
three months ended March 31, 2020 and 2019, respectively, and $297,853 and $102,242 for the nine months ended March 31, 2020 and
2019, respectively, was absorbed by the Sponsor pursuant to the RISE Expense Cap.
BDRY
pays the Sponsor Fee, monthly in arrears, in an amount equal to the greater of 0.15% per year of BDRY’s average daily net
assets; or $125,000. BDRY’s Sponsor Fee is paid in consideration of the Sponsor’s management services to BDRY. BDRY
also pays Breakwave the CTA Fee monthly in arrears, for the use of BDRY’s Benchmark Portfolio in an amount equal to 1.45%
per annum of BDRY’s average daily net assets.
Breakwave
has agreed to waive its CTA Fee and the Sponsor has agreed to correspondingly assume the remaining expenses of BDRY so that BDRY’s
expenses do not exceed an annual rate of 3.50%, excluding brokerage commissions, interest expense, and extraordinary expenses,
of the value of BDRY’s average daily net assets (the “BDRY Expense Cap”). The assumption of expenses and waiver
of BDRY’s CTA Fee are contractual on the part of the Sponsor and Breakwave, respectively, through February 28, 2021. If
after that date, the Sponsor and/or Breakwave no longer assumed expenses or waived the CTA Fee, respectively, BDRY could be adversely
impacted, including in its ability to achieve its investment objective.
The
assumption of expenses by the Sponsor for BDRY, pursuant to the BDRY Expense Cap, amounted to $67,532 and $125,689 for the three
months ended March 31, 2020 and 2019, respectively, and $284,850 and $382,072, for the nine months ended March 31, 2020 and 2019,
respectively as disclosed in the Combined Statements of Operations. The waiver of Breakwave’s CTA fees, pursuant to the
undertaking, amounted to $25,190 and $8,427 for the three months ended March 31, 2020 and 2019, respectively, and $41,403 and
$31,926 for the nine months ended March 31, 2020 and 2019, respectively, as disclosed in the Combined Statements of Operations.
BDRY currently accrues its daily expenses up to the BDRY Expense Cap. At the end of each month, the accrued amount is remitted
to the Sponsor as the Sponsor is responsible for the payment of the routine operational, administrative and other ordinary expenses
of the Fund. BDRY’s total expenses amounted to $214,940 and $163,908 for the three months ended March 31, 2020 and 2019,
respectively, and $503,104 and $515,611 for the nine months ended March 31, 2020 and 2019, respectively.
60
Each
Fund’s ongoing fees, costs and expenses of its operation, not subject to the applicable Expense Cap include brokerage and
other fees and commissions incurred in connection with the trading activities of the Fund, and extraordinary expenses (including,
but not limited to, legal claims and liabilities and litigation costs and any indemnification related thereto). Expenses subject
to an Expense Cap include (i) expenses incurred in connection with registering additional Shares of a Fund or offering Shares
of a Fund; (ii) the routine expenses associated with the preparation and, if required, the printing and mailing of monthly, quarterly,
annual and other reports required by applicable U.S. federal and state regulatory authorities, Trust meetings and preparing, printing
and mailing proxy statements to Shareholders; (iii) the routine services of the Trustee, legal counsel and independent accountants;
(iv) routine accounting, bookkeeping, custodial and transfer agency services, whether performed by an outside service provider
or by affiliates of the Sponsor; (v) postage and insurance; (vi) costs and expenses associated with client relations and services;
(vii) costs of preparation of all federal, state, local and foreign tax returns and any taxes payable on the income, assets or
operations of a Fund.
While
the Sponsor has agreed to pay registration fees to the SEC and any other regulatory agency in connection with the offer and sale
of the Shares offered through each Fund’s prospectus, the legal, printing, accounting and other expenses associated with
such registration, and the initial fee of $7,500 for listing the Shares on the NYSE Arca, each Fund will be responsible for any
registration fees and related expenses incurred in connection with any future offer and sale of Shares of the Fund in excess of
those offered through its prospectus.
Any
general expenses of the Trust will be allocated among the Funds and any other series of the Trust as determined by the Sponsor
in its sole and absolute discretion. The Trust is also responsible for extraordinary expenses, including, but not limited to,
legal claims and liabilities and litigation costs and any indemnification related thereto. The Trust and/or the Sponsor may be
required to indemnify the Trustee, Distributor or Administrator under certain circumstances.
The
parties cannot anticipate the amount of payments that will be required under these arrangements for future periods as the NAV
and trading levels to meet investment objectives for the Funds will not be known until a future date. These agreements are effective
for a specific term agreed upon by the parties with an option to renew, or, in some cases, are in effect for the duration of a
Fund’s existence. The parties may terminate these agreements earlier for certain reasons listed in the agreements.
61
Item
3. Quantitative and Qualitative Disclosures About Market Risk
Not
applicable to Smaller Reporting Companies.
Item
4. Controls and Procedures
Disclosure
Controls and Procedures
The
Trust and the Funds maintain disclosure controls and procedures that are designed to ensure that material information required
to be disclosed in the Trust’s periodic reports filed or submitted under the Securities Exchange Act of 1934, as amended,
is recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms.
The
duly appointed officers of the Sponsor, including its principal executive officer and principal financial officer, have evaluated
the effectiveness of the Trust’s and the Funds’ disclosure controls and procedures and have concluded that the disclosure
controls and procedures of the Trust and the Funds have been effective as of the end of the period covered by this quarterly report
on Form 10-Q.
Change
in Internal Control Over Financial Reporting
There
were no changes in the Trust’s or either Fund’s internal control over financial reporting during the last fiscal quarter
that have materially affected, or are reasonably likely to materially affect, the Trust’s or the Funds’ internal control
over financial reporting.
62
Part
II. OTHER INFORMATION
Item
1. Legal Proceedings.
Although
the Funds may, from time to time, be involved in litigation arising out of its operations in the normal course of business or
otherwise, the Funds are currently not a party to any pending material legal proceedings.
Samuel
Masucci III and Bernard Karol, principals of the Sponsor, were defendants, along with certain affiliates of the Sponsor, in an
action filed May 2, 2017 in the Superior Court of New Jersey captioned PureShares, LLC d/b/a PureFunds et al. v. ETF
Managers Group, LLC et al. , Docket No. C-63-17 (the “PureShares Action”). The PureShares Action alleged
claims based on disputes arising out of contractual relationships with ETF Managers Group LLC (“ETFMG”), an affiliate of the Sponsor.
The action sought damages in unspecified amounts and injunctive relief based on breach of contract, wrongful termination, and
several other theories.
Samuel
Masucci III, a principal of the Sponsor, was a defendant, along with certain affiliates of the Sponsor, 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
“Nasdaq Action”). This action arose out of the same facts and circumstances as the PureShares Action and asserted
claims for breach of contract, conversion and certain other claims with respect to the same exchange traded funds as in the
PureShares Action. Mr. Masucci was dismissed as a defendant pursuant to a motion to dismiss in August 2018. The matter was
the subject of a bench trial in May 2019, and on December 20, 2019, the Court issued an Opinion and Order awarding
compensatory damages to Plaintiff in the amount of $78,403,172.36, plus prejudgment interest. The Court also denied
Plaintiff’s requests for punitive damages and equitable relief.
On May 1, 2020,
Nasdaq, PureShares LLC (“PureShares”), and ETFMG announced a global settlement that resolves all claims in both
the PureShares Action and the Nasdaq Action. The settlement is subject to future negotiations and approvals among independent
third parties. As part of the settlement, Nasdaq and ETFMG have agreed to certain cash payments from ETFMG to Nasdaq and
PureShares, and have executed an asset purchase agreement to transfer certain ETFMG intellectual property and related assets,
to a Nasdaq affiliate. The transaction is expected to close in the last half of 2020. While the Sponsor does not believe that
the resolution of these matters will have a material adverse effect on the Funds’ financial statements, if the events
set forth in the settlement agreement do not occur, and a subsequent settlement is not reached, the resulting conditions
may adversely affect the Sponsor’s future operations.
Item
1A. Risk Factors
Not
applicable to Smaller Reporting Companies.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
(a)
On
January 4, 2018, the Sponsor made a $1,000 capital contribution to the Breakwave Dry Bulk Shipping ETF in exchange for forty
shares of such Fund prior to the Fund’s commencement of operations; such shares were sold in a private offering exempt
from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.
(b)
The
original registration statement on Form S-1 registering 20,000,000 common units, or “Shares,” of the Sit Rising
Rate ETF (File No. 333-199190) was declared effective on January 29, 2015. A second registration statement on Form S-1 (File
No. 333-222379) which replaced the original registration statement was declared effective on January 19, 2018. On March 31,
2020, 250,040 shares of the Fund were outstanding for a market capitalization of $5,133,321. The offering proceeds were invested
in futures contracts, options on futures contracts or cash and cash equivalents in accordance with the Fund’s investment
objective stated in the prospectus.
The
original registration statement on Form S-1 registering 10,000,000 common units, or “Shares,” of the Breakwave Dry
Bulk Shipping ETF (File No. 333-218453) was declared effective on March 9, 2018. On March 31, 2020, 2,850,040 shares of the Fund
were outstanding for a market capitalization of $18,211,756. The offering proceeds were invested in futures contracts, options
on futures contracts or cash and cash equivalents in accordance with the Fund’s investment objective stated in the prospectus.
(c)
RISE
does not purchase shares directly from its shareholders. During the three months ended March 31, 2020 there were no redemptions
of baskets (comprising 25,000 shares) held by an Authorized Participant.
BDRY
does not purchase shares directly from its shareholders. In connection with redemptions of baskets held by an Authorized Participant,
BDRY redeemed two (2) baskets (each comprising 25,000 shares) during the three months ended March 31, 2020 at an average price
per share of $13.91. The following table provides information about BDRY’s redemptions by Authorized Participants during
the three months ended March 31, 2020:
Calendar
Month
Number
of Shares
Redeemed
Average
Price
Paid per
Share
January
2020
50,000
$
13.91
February
2020
-
-
March
2020
-
-
Total
50,000
$
13.91
63
Item
3. Defaults Upon Senior Securities
None.
Item
4. Mine Safety Disclosures
Not
Applicable.
Item
5. Other Information
(a)
None.
(b)
Not
Applicable.
Item
6. Exhibits
The
following exhibits are filed as part of this report as required under Item 601 of Regulation S-K:
31.1
Certification
by the Principal Executive Officer of the Registrant pursuant to Rules 13a-14 and 15d-14 of the Exchange Act. (1)
31.2
Certification
by the Principal Financial Officer of the Registrant pursuant to Rules 13a-14 and 15d-14 of the Exchange Act. (1)
32.1
Certification
by the Principal Executive Officer of the Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002. (1)
32.2
Certification
by the Principal Financial Officer of the Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002. (1)
101.INS
XBRL
Instance Document
101.SCH
XBRL
Taxonomy Extension Schema
101.CAL
XBRL
Taxonomy Extension Calculation Linkbase
101.DEF
XBRL
Taxonomy Definition Linkbase
101.LAB
XBRL
Taxonomy Extension Label Linkbase
101.PRE
XBRL
Taxonomy Extension Presentation Linkbase
(1) Filed
Herewith.
64
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
ETF
Managers Group Commodity Trust I (Registrant)
By:
ETF
Managers Capital, LLC
its
Sponsor
By:
/s/
Samuel Masucci III
Name:
Samuel Masucci III
Title:
Principal Executive Officer
By:
/s/
John A. Flanagan
Name:
John A. Flanagan
Title:
Principal Financial Officer
Date:
May 15, 2020
65
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.