Amplify Commodity Trust 10-K

Item 9A. Controls and Procedures. Disclosure Controls and Procedures The Trust and the Fund 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 Fund’s disclosure controls and procedures and have concluded that the disclosure controls and procedures of the Trust and the Fund have been effective as of the end of the period covered by this annual report on Form 10-K. Management’s Annual Report on Internal Control Over Financial Reporting This Report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of the Fund’s registered public accounting firm due to a transition period established by rules of the SEC for newly public companies. Management of the Sponsor, on behalf of the Trust and each Fund are responsible for establishing and maintaining adequate internal control over financial reporting. The Trust and each Fund’s internal control system is designed to provide reasonable assurance to the Sponsor regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those system determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Management of the Sponsor, including Samuel Masucci III, Principal Executive Officer of the Sponsor, and John A. Flanagan, Principal Financial Officer of the Sponsor, who perform functions equivalent to those of a principal executive officer and principal financial officer of the Trust if the Trust had any officers, assessed the effectiveness of the Trust’s and each Fund’s internal control over financial reporting as of June 30, 2020. In making this assessment, it used the criteria in the Internal Control – Integrated framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. Based on the assessment, Management believes that, as of June 30, 2020, the internal control over financial reporting is effective for the Trust and each Fund thereof. Change in Internal Control Over Financial Reporting There were no changes in the Trust’s or the 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 Fund’s internal control over financial reporting. Item 9B. Other Information. The Sponsor has contractually agreed to waive its receipt of the management fee from RISE and/or assume the Fund's expenses (excluding brokerage fees, interest expenses, and extraordinary expenses) so that the Fund's total annual expenses do not exceed 1.00% per annum through September 30, 2021. The foregoing is a summary description of the Expense Limitation Agreement, which is filed with this Annual Report on Form 10-K as Exhibit 10.18 and is incorporated by reference. Breakwave has agreed to waive its license and services fee and the Sponsor has agreed to correspondingly assume the remaining expenses of BDRY so that the Fund's total annual expenses (excluding brokerage commissions, interest expense, and extraordinary expenses) do not exceed 3.50% per annum through September 30, 2021. The foregoing is a summary description of the Fee Waiver Agreement and the Expense Limitation Agreement, which are filed with this Annual Report on Form 10-K as Exhibits 10.16 and 10.17, respectively, and are incorporated by reference. 60 Part III Item 10. Directors, Executive Officers and Corporate Governance. The Sponsor and its Management Neither the Trust nor the Funds have executive officers. Pursuant to the terms of the respective Trust Agreements for each Fund, the Funds’ affairs are managed by the Sponsor. The business and affairs of the Sponsor are managed by its chief executive officer, Samuel R. Masucci, III. The following are individual Principals, as that term is defined in CFTC Rule 3.1, for the Sponsor: Samuel R. Masucci, III, John A. Flanagan, Matthew J. Bromberg, Reshma A. Tanczos and Devin L. Ryder. These individuals are principals due to their positions; however, Mr. Masucci is also a principal due to his controlling stake in ETFMG. Samuel R. Masucci, III . Mr. Masucci is the founder of ETFMG and has been its Managing Owner since its formation in November 2013. Mr. Masucci was listed as a principal, as that term is defined in CFTC Rule 3.1, of the Sponsor on September 23, 2014. Mr. Masucci serves as Chairman and Chief Executive Officer of ETFMG with responsibilities for managing all ETF listed products and related service activities. Mr. Masucci became the Chief Executive Officer of Factor Advisors, LLC, a financial services company, and as the Chairman since March 2013; in this position Mr. Masucci is the founder of ETFMG and has been its Managing Owner since its formation in November 2013. Mr. Masucci was listed as a principal, as that term is defined in CFTC Rule 3.1, of the Sponsor on September 23, 2014. Mr. Masucci serves as Chairman and Chief Executive Officer of ETFMG with responsibilities for managing all ETF listed products and related service activities. Mr. Masucci became the Chief Executive Officer of Factor Advisors, LLC (“Factor Advisors”) in June 2012, a financial services company, and became the Chairman in March 2013; in this position Mr. Masucci was listed as a principal of Factor Capital Management LLC (“Factor Capital”) on June 20, 2012 and deregistered as a principal on September 23, 2014. Mr. Masucci became the Chief Executive Officer of GENCAP Ventures, LLC, a financial services company, in May 2012 and was responsible for managing all ETF issues and related service activities. Gencap was the parent of Factor Capital and Factor Advisors. ETFMG acquired Gencap in November 2013. Mr. Masucci was out of the job market from January to May 2012. Mr. Masucci worked as Chief Executive Officer for MacroMarkets LLC, a financial services company, from April 2005 to December 2011, with responsibility for running the day to day operations of an issuer of public securities and a registered broker-dealer. From April 2005 to December 2011, Mr. Masucci also worked as the Chief Executive Officer, managing partner and Chief Compliance Officer of Macro Financial LLC, which as its main business was a registered broker-dealer. From July 2001 to April 2005, Mr. Masucci worked as an owner and manager of The Cobblestone Group. The main business of The Cobblestone Group was fixed income consulting to the investment banking and commercial banking industries. From March 1999 to June 2001, Mr. Masucci worked in mortgage trading as a Managing Director for Bear Stearns Inc., a financial institution. Mr. Masucci was out of the job market from December 1998 to February 1999. From June 1996 to November 1998, Mr. Masucci worked at SBC Warburg/UBS, a financial institution, as an Executive Director managing an asset backed securities group. From January 1992 to June 1996, Mr. Masucci worked in structured products (specifically, structuring mortgage derivatives and hedge funds), at Merrill Lynch, a financial institution, as a Vice President. From January 1990 to January 1992, Mr. Masucci worked as a financial consultant for Merrill Lynch, a financial institution, in the private client group in connection with retail investors. From November 1987 to January 1990, Mr. Masucci worked at MetLife Insurance Company, an insurance company, as a retail salesperson qualified to sell financial and insurance products to retail clients. From August 1984 to October 1987, Mr. Masucci worked as a manager of jobsites for Forestdale Inc., which is a residential property developer. Mr. Masucci received his B.S. from Penn State University in Finance in July 1984. John A. Flanagan. Mr. Flanagan serves as the Principal Financial Officer of the Sponsor and the Trust. Mr. Flanagan was listed as a principal, as that term is defined in CFTC Rule 3.1, of the Sponsor on January 8, 2015. Since June 2014, Mr. Flanagan has served as an Independent Trustee of Absolute Shares Trust, a multi-series exchange traded fund. Mr. Flanagan has been the President and sole owner of John A. Flanagan CPA, LLC since December 2010. Mr. Flanagan was Chief Financial Officer of MacroMarkets LLC, an exchange traded fund issuer from January 2007 to December 2010. Matthew J. Bromberg. Mr. Bromberg serves as the General Counsel of the Sponsor. Mr. Bromberg was listed as a principal of the Sponsor in September 2020. Prior to joining the Sponsor, from 2019 to 2020, Mr. Bromberg was an investment management partner at the law firm Dorsey & Whitney where he provided counsel to investment advisers relating to private investment funds, ETFs and mutual funds, as well as to separately managed account and wrap fee program sponsors. From 2016 to 2019, Mr. Bromberg served as General Counsel of WBI Investments, Inc., a registered investment adviser and ETF sponsor. During the same period, Mr. Bromberg also served as General Counsel to Millington Securities, Inc., a broker-dealer affiliate of WBI Investments, Inc. From 2014 to 2015 Mr. Bromberg was an investment management partner at the law firm of Reed Smith. From 2014 to 2015 and 2006 to 2013, Mr. Bromberg served as Senior Managing Counsel to the Asset Servicing Division of BNY Mellon. Mr. Bromberg was in private practice, at the law firm of King & Spalding between 2013 and 2014, where he represented financial institutions in transactional and regulatory matters with a focus on investment advisers, registered public funds, private investment funds, banks, and broker-dealers. Mr. Bromberg received his B.A. in English Literature from The State University of New York at Albany and a J.D. from Brooklyn Law School. Reshma A. Tanczos. Mrs. Tanczos serves as the Chief Compliance Officer of the Sponsor and the Trust. Mrs. Tanczos was listed as a principal of the Sponsor on July 27, 2016. Prior to joining the Sponsor, from October 2007 to July 2016, Mrs. Tanczos was a Partner at the law firm Crow & Cushing where she counseled clients in the financial services and money management industry focusing on SEC, CFTC, NFA and FINRA regulatory compliance. From September 2006 to September 2007, Mrs. Tanczos clerked for the Honorable Philip L. Paley, Superior Court of New Jersey, Law Division. Mrs. Tanczos received her B.S. in Economics from The George Washington University in May 2000 and a J.D. from Case Western Reserve University School of Law in May 2006. Devin L. Ryder. Ms. Ryder has been a member of the portfolio management team of the Sponsor since January 2018. Ms. Ryder has been listed as a principal of the Sponsor since May 22, 2018, associated person, swap associated person and NFA associate member of the Sponsor since June 1, 2018. Ms. Ryder received a B.S. in Mathematics of Finance and Risk Management from the University of Michigan in 2017. 61 Commodity Trading Advisors Sit The Sponsor has also entered into a Licensing and Services Agreement with Sit. Under this agreement, Sit has agreed to compose and maintain the RISE Benchmark Portfolio and license to the Sponsor the use of the RISE Benchmark Portfolio. The following are individual Principals, as that term is defined in CFTC Rule 3.1, for Sit: Roger J. Sit, Paul J. Jungquist, Paul E. Rasmussen, Carla J. Rose, Mark H. Book, Bryce A. Doty, and Chris M. Rasmussen. These individuals are principals due to their positions. The following individuals will serve as investment professionals and senior management in regards to RISE: Roger J. Sit . Roger Sit is the Chairman and Chief Executive Officer. Mr. Sit was listed as a principal of Sit on November 4, 2014. Mr. Sit joined the organization in January 1998. Mr. Sit directs the overall investment management activities for Sit Investment Associates, Inc. and its affiliates. Bryce A. Doty. Bryce Doty is a Senior Vice President and Senior Portfolio Manager. Mr. Doty joined Sit Investment Associates, Inc. in November 1995. Mr. Doty was listed as a principal of Sit on October 29, 2014 and was listed as an associated person on November 21, 2014. He has been responsible for the taxable bond portfolio management group since joining Sit. Mark H. Book, CFA, CMA . Mark Book is a Vice President and Portfolio Manager. Mr. Book joined Sit Investment Associates, Inc. in August 2000 as a Portfolio Manager and Fixed Income Analyst. Mr. Book was listed as a principal of Sit on October 31, 2014 and was listed as an associated person on February 9, 2015. He is responsible for taxable bond portfolio management and credit research. Christopher M. Rasmussen, CFA . Chris Rasmussen is a Vice President and Portfolio Manager. Mr. Rasmussen joined Sit Investment Associates, Inc. in February 1999. Mr. Rasmussen was listed as a principal of Sit on October 29, 2014 and listed as an associated person on November 21, 2014. He is responsible for taxable bond portfolio management and credit research. Mr. Rasmussen has worked in the Sit mutual fund group as well as the client administration area and moved to fixed income in August 2002. Breakwave The Sponsor has also entered into a Licensing and Services Agreement with Breakwave. Under this agreement, Breakwave has agreed to compose and maintain the BDRY Benchmark Portfolio and license to the Sponsor the use of the BDRY Benchmark Portfolio. Breakwave is a limited liability company. The following individual is the President, sole investment professional and Principal, as that term is defined in CFTC Rule 3.1: John Kartsonas. John Kartsonas is the Principal and Managing Partner of Breakwave Advisors LLC., a Commodity Trading Advisory firm based in New York. Mr. Kartsonas was listed as a principal of the Sponsor on May 17, 2017. He has been a registered associated person and an NFA associate member of Breakwave since May 17, 2017. From 2017 to the present Mr. Kartsonas has also served as a Director of Seanergy Maritime, an international shipping company listed in the Nasdaq Capital Market. Prior to that, Mr. Kartsonas was a Senior Portfolio Manager at Carlyle Commodity Management from October 2012 to January 2017, a commodity-focused investment firm based in New York and part of the Carlyle Group. He was responsible for the firm’s Shipping and Freight investments. During his tenure, he managed one of the largest freight futures funds globally. Mr. Kartsonas received his MBA from the Simon School of Business, University of Rochester. Code of Ethics The Sponsor has adopted a Code of Business Conduct and Ethics (the “Code of Ethics”) which applies to all of its officers (including senior financial officers) and employees; the Sponsor’s Code of Ethics covers all officers and employees that manage the Trust and the Funds. A printed copy of the Code of Ethics is available to any person free of charge, upon request, by contracting the Sponsor at: ETF Managers Group Commodity Trust I c/o ETF Managers Capital LLC 30 Maple Street Suite 2 Summit, NJ 07901 Item 11. Executive Compensation. The Funds have no employees, officers or directors and are managed by the Sponsor. None of the directors or officers of the Sponsor receive compensation from the Funds. The Sponsor receives a management fee from RISE, monthly in arrears, in an amount equal to the greater of 0.15% per annum of the value of the Fund’s average daily net assets or $75,000. The Sponsor has contractually agreed to waive the Sponsor Fee and/or assume the Fund’s Other Expenses (which term excludes brokerage fees, interest expense, and extraordinary expenses) so that the Fund’s Total Annual Fund Expenses do not exceed 1.00% per annum through September 30, 2021. The management fees paid to the Sponsor by RISE amounted to $74,999 and $85,187 for the year ended June 30, 2020 and 2019, respectively. 62 The Sponsor receives a management fee from BDRY, monthly in arrears, in an amount equal to the greater of 0.15% per annum on the daily NAV of BDRY or $125,000. The Sponsor has contractually agreed to assume BDRY’s expenses (excluding brokerage fees, interest expenses, and extraordinary expenses) in order to cap BDRY’s total annual expenses at 3.50% per annum through September 30, 2021. The management fees paid to the Sponsor by BDRY amounted to $124,997 and $124,997 for the years ended June 30, 2020 and 2019, respectively. The Sponsor also provides Principal Financial Officer, Chief Compliance Officer, Regulatory Reporting and Wholesale Support services to the Funds. The fees for each service provided to the Funds for the year ended June 30, 2020, all of which had been paid, or accrued, at June 30, 2020, were as follows: Service RISE Amount BDRY Amount Principal Financial Officer $ 24,969 $ 24,969 Chief Compliance Officer 24,969 24,969 Regulatory Reporting 24,969 24,969 Wholesale Support 6,223 35,622 In addition to the above, the Distributor provides Distribution services to the Funds. The fees for Distribution services paid to the Distributor were $15,539 and $15,821, for RISE and BDRY, respectively, for the year ended June 30, 2020. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Security Ownership of Certain Beneficial Owners. The following table sets forth shares as of June 30, 2020, information with respect to each person known to own beneficially more than 5% of the outstanding shares of any series in the Trust: Series of the Trust Name and Address of Beneficial Owner Amount and nature of Beneficial Ownership Percent of Class RISE Sit Investment Associates Sit Fixed Income Advisors II LLC 3300 IDS Center 80 South Eighth Street Minneapolis, MN 55402-4130 61,200 Shares 24.48 % Jane Street Capital LLC 250 Vesey Street - 5 th Floor New York, NY 10281 54,630 Shares 21.85 % G-1 Execution Services LLC 175 West Jackson Blvd Suite 1700 Chicago, IL 60604 28,060 Shares 11.22 % BDRY Six Sis Ltd Baslerstrasse 100 Olten, CH-4601 Switzerland 605,221 Shares 10.53 % Jane Street Capital LLC 250 Vesey Street - 5 th Floor New York, NY 10281 505,987 Shares 8.80 % Credit Suisse Schweiz AG Paradeplatz 8 Zurich, 8001 Switzerland 369,136 Shares 6.42 % Security Ownership of Management. None of the directors or executive officers of the Sponsor owns any shares of the Funds. Change in Control. The Sponsor does not know of any arrangements which may subsequently result in a change in the control of the Trust. 63 Item 13. Certain Relationships and Related Transactions, and Director Independence. Certain Relationships and Related Transactions See Items 11 and 12. Neither the Trust nor the Funds entered into any transaction in excess of $120,000 in which any related person had a direct or indirect material interest and the Trust and the Funds do not propose to enter into any such transaction. Director Independence As an unincorporated entity, the registrant does not have a Board of Directors. Item 14. Principal Accountant Fees and Services. The fees for services accrued and/or billed to the Funds by its independent auditors for the year ended June 30, 2020 and 2019 were as follows: 2020 2019 Audit Fees $ 124,602 $ 132,600 Audit-Related Fees — — Tax Fees 99,998 50,875 All Other Fees — — Total $ 224,600 $ 183,475 Approval of Independent Registered Public Accounting Firm Services and Fees The Sponsor approved all of the services provided by WithumSmith+Brown, PC to the Funds described above. The Sponsor pre-approves all audit and allowed non-audit services of the Funds’ independent registered public accounting firm, including all engagement fees and terms. 64 Part IV Item 15. Exhibits and Financial Statement Schedules. 1. See Index to Financial Statements on page 34. 2. No financial statement schedules are filed herewith because (i) such schedules are not required or (ii) the information required has been presented in the aforementioned financial statements. 3. Exhibits required to be filed by Item 601 of Regulation S-K. 65 Exhibit Index Listed below are the exhibits which are filed or furnished as part of this annual report on Form 10-K (according to the number assigned to them in Item 601 of Regulation S-K): 3.1(a) Amended and Restated Declaration of Trust and Trust Agreement of the Registrant. (Incorporated by reference to Pre-Effective Amendment No. 2 to Registration Statement No. 333-199190, filed on January 12, 2015.) 3.1(b) Instrument Establishing the Fund. (Incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement No. 333-218453, filed on October 6, 2017.) 3.1(c) Amended Exhibit C to the Amended and Restated Declaration of Trust and Trust Agreement of the Trust. (Incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement No. 333-218453, filed on October 6, 2017.) 3.2 Certificate of Trust of the Registrant. (Incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement No. 333-218453, filed on October 6, 2017. 4.1 Description of the Trust’s securities. (Incorporated by reference to the Trust’s Annual Report on Form 10-K, filed on September 30, 2019.) 10.1 Form of Authorized Participant Agreement. (Incorporated by reference to Pre-Effective Amendment No. 3 to Registration Statement No. 333-199190, filed on January 28, 2015.) 10.2 Marketing Agent Agreement. (Incorporated by reference to the Trust’s Current Report on Form 8-K, filed on April 12, 2017.) 10.3 Amendment No. 1 to Marketing Agent Agreement. (Incorporated by reference to Pre-Effective Amendment No. 3 to Registration Statement No. 333-218453, filed on March 6, 2018.) 10.4 Amendment No. 2 to Marketing Agent Agreement. (Incorporated by reference to Pre-Effective Amendment No. 3 to Registration Statement No. 333-218453, filed on March 6, 2018.) 10.5 Licensing and Services Agreement with respect to RISE. (Incorporated by reference to Pre- Effective Amendment No. 3 to Registration Statement No. 333-199190, filed on January 28, 2015.) 10.6 Amendment No. 1 to the Licensing and Services Agreement with respect to RISE. (Incorporated by reference to Trust’s Registration Statement No. 333-222379, filed on January 2, 2018.) 10.7 Licensing and Services Agreement with respect to BDRY. (Incorporated by reference to Pre-Effective Amendment No. 3 to Registration Statement No. 333-218453, filed on March 6, 2018.) 10.8 Custody Agreement. (Incorporated by reference to Pre-Effective Amendment No. 3 to Registration Statement No. 333-199190, filed on January 28, 2015.) 10.9 Amendment No. 1 to Custody Agreement. (Incorporated by reference to Pre-Effective Amendment No. 3 to Registration Statement No. 333-218453, filed on March 6, 2018.) 10.10 Fund Administration Servicing Agreement. (Incorporated by reference to Pre-Effective Amendment No. 3 to Registration Statement No. 333-199190, filed on January 28, 2015.) 10.11 Amendment No. 1 to Fund Administration Servicing Agreement. (Incorporated by reference to Pre-Effective Amendment No. 3 to Registration Statement No. 333-218453, filed on March 6, 2018.) 10.12 Fund Accounting Servicing Agreement. (Incorporated by reference to Pre-Effective Amendment No. 3 to Registration Statement No. 333-199190, filed on January 28, 2015.) 10.13 Amendment No. 1 to Fund Accounting Servicing Agreement. (Incorporated by reference to Pre-Effective Amendment No. 3 to Registration Statement No. 333-218453, filed on March 6, 2018.) 66 10.14 Transfer Agent Servicing Agreement. (Incorporated by reference to Pre-Effective Amendment No. 3 to Registration Statement No. 333-199190, filed on January 28, 2015.) 10.15 Amendment No. 1 to Transfer Agent Servicing Agreement. (Incorporated by reference to Pre-Effective Amendment No. 3 to Registration Statement No. 333-218453, filed on March 6, 2018.) 10.16 Fee Waiver Agreement with respect to BDRY. (Incorporated by reference to the Trust’s Annual Report on Form 10-K, filed on September 30, 2019.) 10.17 Expense Limitation Agreement with respect to BDRY. (Incorporated by reference to the Trust’s Annual Report on Form 10-K, filed on September 30, 2019.) 10.18 Expense Limitation Agreement with respect to RISE. (Incorporated by reference to the Trust’s Annual Report on Form 10-K, filed on September 30, 2019.) 23.1 Consent of Sullivan & Worcester LLP with respect to RISE. (Incorporated by reference to the Trust’s Registration Statement No. 333-222379, filed on January 2, 2018.) 23.2 Consent of Sullivan & Worcester LLP with respect to BDRY. (Incorporated by reference to Pre-Effective Amendment No. 2 to Registration Statement No. 333-218453, filed on January 26, 2018.) 23.3 Consent of WithumSmith & Brown, P.C. as to the Breakwave Dry Bulk Shipping ETF and Sit Rising Rate ETF. (Filed herewith.) 23.4 Consent of Connolly & Company, P.C. as to the Sponsor. (Incorporated by reference to Amendment No. 1 to the Trust’s Current Report on Form 8-K, filed on June 4, 2020.) 31.1 Certification by the Principal Executive Officer of the Registrant pursuant to Rules 13a-14 and 15d-14 of the Exchange Act. (Filed herewith.) 31.2 Certification by the Principal Financial Officer of the Registrant pursuant to Rules 13a-14 and 15d-14 of the Exchange Act. (Filed herewith.) 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. (Filed herewith.) 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. (Filed herewith.) 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. 67 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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 R. Masucci III Name: Samuel R. Masucci III Principal Executive Officer By: /s/ John A. Flanagan Name: John A. Flanagan Principal Financial Officer Date: September 28, 2020 68