Item 8. Financial Statements and Supplementary Data
Item 8. Financial Statements and Supplemental
Data.
ETF MANAGERS GROUP COMMODITY TRUST I
Statements of Assets and Liabilities
June 30, 2021
ETF
BREAKWAVE DRY BULK
MANAGERS GROUP
SHIPPING ETF
COMMODITY TRUST I
Assets
Investment in securities, at fair value (cost $ 42,654,058 )
$ 42,654,058
$ 42,654,058
Segregated cash held by broker
50,040,588
50,040,588
Receivable on open futures contracts
21,723,570
21,723,570
Prepaid expenses
24,071
24,071
Interest receivable
443
443
Total assets
114,442,730
114,442,730
Liabilities
Due to Sponsor
235,071
235,071
Other accrued expenses
130,507
130,507
Total liabilities
365,578
365,578
Net Assets
$ 114,077,152
$ 114,077,152
Shares outstanding (unlimited authorized)
3,950,040
Net asset value per share
$ 28.88
Market value per share
$ 29.35
See accompanying notes to combined financial statements.
27
ETF MANAGERS GROUP COMMODITY TRUST I
Combined Statements of Assets and Liabilities
June 30, 2020
BREAKWAVE DRY BULK
SHIPPING ETF
SIT RISING RATE ETF
COMBINED
Assets
Investment in securities, at fair value (cost
$7,986,862 and $4,879,769, respectively)
$ 7,986,862
$ 4,879,769
$ 12,866,631
Interest receivable
545
-
545
Receivable on open futures contracts
8,581,555
-
8,581,555
Segregated cash held by broker
28,020,391
201,883
28,222,274
Total assets
44,589,353
5,081,652
49,671,005
Liabilities
Options written, at fair value (premiums received $- 0 - and $ 3,204 , respectively)
-
4,148
4,148
Payable on open futures contracts
-
5,144
5,144
Payable for Fund shares redeemed
192,533
-
192,533
Due to Sponsor
84,280
4,179
88,459
Other accrued expenses
37,053
-
37,053
Total liabilities
313,866
13,471
327,337
Net Assets
$ 44,275,487
$ 5,068,181
$ 49,343,668
Shares outstanding (unlimited authorized)
5,750,040
250,040
Net asset value per share
$ 7.70
$ 20.27
Market value per share
$ 7.39
$ 20.26
See accompanying notes to combined financial statements.
28
ETF
MANAGERS GROUP COMMODITY TRUST I
Schedule
of Investments
June 30, 2021
ETF
BREAKWAVE DRY BULK
MANAGERS
GROUP
SHIPPING ETF
COMMODITY TRUST I*
MONEY MARKET FUNDS - 37.4%
First American US Treasury Obligations Fund, Class X, 0.01% (a) ( 42,654,058 shares)
$ 42,654,058
$ 42,654,058
TOTAL MONEY MARKET FUNDS (Cost $ 42,654,058 )
42,654,058
42,654,058
Total Investments (Cost $ 42,654,058 ) - 37.4 %
42,654,058
42,654,058
Other Assets in Excess of Liabilities - 62.6 % (b)
71,423,094
71,423,094
TOTAL NET ASSETS - 100.0 %
$ 114,077,152
$ 114,077,152
(a) Annualized seven-day yield as of June 30, 2021.
(b) $50,040,588 of cash is pledged as collateral
for futures contracts.
BREAKWAVE DRY BULK SHIPPING ETF
Unrealized
ETF MANAGERS GROUP
Futures Contracts
Appreciation/
COMMODITY
June
30, 2021
(Depreciation)
TRUST I*
Baltic Exchange Panamax T/C Average Shipping Route Index Expiring July 30, 2021 (Underlying Face Amount at Market Value - $ 16,372,965 (435 contracts)
$ 4,928,465
$ 4,928,465
Baltic Exchange Panamax T/C Average Shipping Route Index Expiring August 27, 2021 (Underlying Face Amount at Market Value - $ 16,231,590 ) (435 contracts)
4,827,090
4,827,090
Baltic Exchange Panamax T/C Average Shipping Route Index Expiring September 24, 2021 (Underlying Face Amount at Market Value - $ 15,374,205 ) (435 contracts)
3,969,705
3,969,705
Baltic Exchange Supramax T/C Average Shipping Route Expiring July 30, 2021 (Underlying Face Amount at Market Value - $ 3,621,450 ) (105 contracts)
1,023,535
1,023,535
Baltic Exchange Supramax T/C Average Shipping Route Expiring August 27, 2021 (Underlying Face Amount at Market Value - $ 3,683,610 ) (105 contracts)
1,091,125
1,091,125
Baltic Exchange Supramax T/C Average Shipping Route Expiring September 24, 2021 (Underlying Face Amount at Market Value - $ 3,427,200 ) (105 contracts)
830,410
830,410
Baltic Capesize Time Charter Expiring July 30, 2021 (Underlying Face Amount at Market Value - $ 15,947,020 ) (445 contracts)
612,895
612,895
Baltic Capesize Time Charter Expiring August 27, 2021 (Underlying Face Amount at Market Value - $ 17,744,375 ) (445 contracts)
2,375,750
2,375,750
Baltic Capesize Time Charter Expiring September 24, 2021(Underlying Face Amount at Market Value - $ 17,442,220 ) (445 contracts)
2,064,595
2,064,595
$ 21,723,570
$ 21,723,570
* SIT Rising Rate ETF, which had been a series of the
Trust, liquidated as of November 18, 2020.
See
accompanying notes to combined financial statements.
29
ETF MANAGERS GROUP COMMODITY TRUST I
Combined Schedule of Investments
June 30, 2020
BREAKWAVE DRY BULK
SHIPPING ETF
SIT RISING RATE ETF
COMBINED
PURCHASED PUT OPTIONS - 0.0% and 0.3%, respectively
US Treasury 10 Year Note, Strike Price $ 139.50 Expiring 08/21/20 (15 contracts)
$ -
$ 14,296
$ 14,296
TOTAL PURCHASED PUT OPTIONS (Cost $ 22,316 )
-
14,296
14,296
SHORT-TERM INVESTMENTS - 0.0% and 95.7%,
respectively
US TREASURY BILLS - 0.0 % and 95.7 %, respectively United States Treasury Bills 0.1200%, 07/23/2020 ($ 4,850,000 principal amount) (a)
-
4,849,667
4,849,667
TOTAL US TREASURY BILLS (Cost $ 4,845,544 )
-
4,849,667
4,849,667
MONEY MARKET FUNDS - 18.0% and 0.02%,
respectively
First American US Treasury Money Market Fund, Class Z, 0.04 % (b) ( 15,806 shares)
-
15,806
15,806
First American US Treasury Obligations Fund, Class X, 0.08 % (b) ( 7,986,862 shares)
7,986,862
-
7,986,862
TOTAL MONEY MARKET FUNDS (Cost $ 7,986,862 and $ 15,806 , respectively)
7,986,862
15,806
8,002,668
Total Investments (Cost $ 7,986,862 and $ 4,883,666 , respectively) - 18.0 % and 96.3 %, respectively
7,986,862
4,879,769
12,866,631
Other Assets in Excess of Liabilities - 82.0 % and 3.7 %, respectively (a)
36,288,625
188,412
36,477,037
TOTAL NET ASSETS - 100.0 % and 100.0%, respectively
$ 44,275,487
$ 5,068,181
$ 49,343,668
(a) $27,827,859 and $4,849,667, respectively, of cash
is pledged as collateral for futures contracts and written options.
(b) Annualized seven-day yield as of June 30, 2020.
30
BREAKWAVE DRY BULK SHIPPING ETF
Unrealized
Unrealized
Unrealized
Futures Contracts
Appreciation/
Appreciation/
Appreciation/
June 30, 2020
(Depreciation)
(Depreciation)
(Depreciation)
Baltic Exchange Panamax T/C Average Shipping Route Index Expiring July 31, 2020 (Underlying Face Amount at Market Value - $ 3,799,600 ) (350 contracts)
$ 556,225
$ -
$ 556,225
Baltic Exchange Panamax T/C Average Shipping Route Index Expiring August 28, 2020 (Underlying Face Amount at Market Value - $ 3,768,100 ) (350 contracts)
512,475
-
512,475
Baltic Exchange Panamax T/C Average Shipping Route Index Expiring September 25, 2020 (Underlying Face Amount at Market Value - $ 3,753,750 ) (350 contracts)
492,625
-
492,625
Baltic Exchange Supramax T/C Average Shipping Route Expiring July 31, 2020 (Underlying Face Amount at Market Value - $ 1,536,480 ) (180 contracts)
( 5,020 )
-
( 5,020 )
Baltic Exchange Supramax T/C Average Shipping Route Expiring August 28, 2020 (Underlying Face Amount at Market Value - $ 1,746,000 ) (180 contracts)
199,250
-
199,250
Baltic Exchange Supramax T/C Average Shipping Route Expiring September 25, 2020 (Underlying Face Amount at Market Value - $ 1,769,220 ) (180 contracts)
222,470
-
222,470
Baltic Capesize Time Charter Expiring July 31, 2020 (Underlying Face Amount at Market Value - $ 9,431,220 ) (380 contracts)
3,644,720
-
3,644,720
Baltic Capesize Time Charter Expiring August 28, 2020 (Underlying Face Amount at Market Value - $ 8,851,050 ) (450 contracts)
1,977,550
-
1,977,550
Baltic Capesize Time Charter Expiring September 25, 2020 (Underlying Face Amount at Market Value - $ 9,041,760 ) (520 contracts)
981,260
-
981,260
$ 8,581,555
$ -
$ 8,581,555
SIT RISING RATE ETF
Written Call Option Contracts
June 30, 2020
US 5 Year Note, Strike Price $ 125.50 Expiring 08/21/2020 (9 contracts) (Premiums received $ 3,204 )
$ -
$ ( 4,148 )
$ ( 4,148 )
SIT RISING RATE ETF
Short Futures Contracts
June 30, 2020
US Treasury 5 Year Note Expiring September 2020 (Underlying Face Amount at Market Value - $ 4,652,461 ) (37 contracts)
$ -
$ ( 5,899 )
$ ( 5,899 )
US Treasury 2 Year Note Expiring September 2020 (Underlying Face Amount at Market Value - $ 10,158,094 ) (46 contracts)
-
755
755
$ -
$ ( 5,144 )
$ ( 5,144 )
See accompanying notes to
combined financial statements.
31
ETF MANAGERS GROUP COMMODITY TRUST I
Combined Statements of Operations
Year Ended Ended June 30, 2021
BREAKWAVE DRY BULK
SHIPPING ETF
SIT RISING RATE ETF*
COMBINED
Investment Income
Interest
$ 3,049
$ 5,608
$ 8,657
Expenses
Sponsor fee
130,137
25,068
155,205
CTA fee
650,987
3,042
654,029
Audit fees
77,101
46,757
123,858
Tax preparation fees
83,780
17,180
100,960
Tax State Filing fees
51,980
-
51,980
Admin/accounting/custodian/transfer agent fees
63,796
19,486
83,282
Legal fees
64,910
21,700
86,610
Chief Compliance Officer fees
24,999
8,356
33,355
Principal Financial Officer fees
24,999
13,356
38,355
Regulatory reporting fees
24,999
8,356
33,355
Brokerage commissions
518,616
1,424
520,040
Distribution fees
15,707
5,116
20,823
Insurance expense
15,001
5,014
20,015
Listing & calculation agent fees
9,575
4,880
14,455
Other expenses
28,405
3,749
32,154
Website Support and Marketing Materials
11,302
5,014
16,316
Printing and postage
7,912
3,539
11,451
Wholesale support fees
78,874
1,522
80,396
Amortization of Offering expenses
4,926
-
4,926
Interest expense
146
220
366
Total Expenses
1,888,152
193,779
2,081,931
Less: Waiver of CTA fee
( 39,184 )
-
( 39,184 )
Less: Expenses absorbed by Sponsor
-
( 136,902 )
( 136,902 )
Net Expenses
1,848,968
56,877
1,905,845
Net Investment Income (Loss)
( 1,845,919 )
( 51,269 )
( 1,897,188 )
Net Realized and Unrealized Gain (Loss) on Investment Activity
Net Realized Gain (Loss) on
Investments, futures and options contracts
48,115,213
( 29,138 )
48,086,075
Change in Unrealized Gain (Loss) on
Investments, futures and options contracts
13,142,015
10,459
13,152,474
Net realized and unrealized gain (loss)
61,257,228
( 18,679 )
61,238,549
Net income (loss)
$ 59,411,309
$ ( 69,948 )
$ 59,341,361
* Period from July 1, 2020 to October 30, 2020 - Sit
Rising Rate ETF liquidated as of November 18, 2020.
See accompanying notes to combined financial statements.
32
ETF MANAGERS GROUP COMMODITY TRUST I
Combined Statements of Operations
Year Ended June 30, 2020
BREAKWAVE DRY BULK
SHIPPING ETF
SIT RISING RATE ETF
COMBINED
Investment Income
Interest
$ 37,273
$ 114,292
$ 151,565
Expenses
Sponsor fee
124,997
74,999
199,996
CTA fee
128,338
12,445
140,783
Audit fees
47,500
77,102
124,602
Tax preparation fees
49,999
49,999
99,998
Admin/accounting/custodian/transfer agent fees
61,854
57,601
119,455
Legal fees
44,999
34,997
79,996
Printing and postage expenses
10,602
10,499
21,101
Chief Compliance Officer fees
24,996
24,969
49,965
Principal Financial Officer fees
24,996
24,969
49,965
Regulatory reporting fees
24,996
24,969
49,965
Brokerage commissions
208,650
4,961
213,611
Distribution fees
15,821
15,539
31,360
Insurance expense
14,999
14,999
29,998
Listing & calculation agent fees
12,599
12,599
25,198
Other expenses
16,752
9,361
26,113
Wholesale support fees
35,622
6,223
41,845
Interest expense
9
229
238
Total Expenses
847,729
456,460
1,304,189
Less: Waiver of CTA fee
( 60,769 )
-
( 60,769 )
Less: Expenses absorbed by Sponsor
( 284,850 )
( 389,041 )
( 673,891 )
Net Expenses
502,110
67,419
569,529
Net Investment Income (Loss)
( 464,837 )
46,873
( 417,964 )
Net Realized and Unrealized Gain (Loss) on Investment Activity
Net Realized Gain (Loss) on
Investments, futures and options contracts
( 1,565,921 )
( 903,915 )
( 2,469,836 )
Change in Unrealized Gain (Loss) on
Investments, futures and options contracts
8,190,140
336,740
8,526,880
Net realized and unrealized gain (loss)
6,624,219
( 567,175 )
6,057,044
Net income (loss)
$ 6,159,382
$ ( 520,302 )
$ 5,639,080
See accompanying notes to combined financial statements.
33
ETF MANAGERS GROUP COMMODITY
TRUST I
Combined Statements of
Changes in Net Assets
Year Ended June 30, 2021
BREAKWAVE
DRY BULK
SHIPPING ETF
SIT RISING RATE ETF*
COMBINED
Net Assets at Beginning of Year
$ 44,275,487
$ 5,068,181
$ 49,343,668
Increase (decrease) in Net Assets from share transactions
Addition of 4,450,000 and - 0 - shares, respectively
95,774,278
-
95,774,278
Redemption of 6,250,000 and 250,040 shares, respectively
( 85,383,922 )
( 4,998,233 )
( 90,382,155 )
Net Increase (decrease) in Net Assets from share transactions
10,390,356
( 4,998,233 )
5,392,123
Increase (decrease) in Net Assets from operations
Net investment income (loss)
( 1,845,919 )
( 51,269 )
( 1,897,188 )
Net realized gain (loss)
48,115,213
( 29,138 )
48,086,075
Change in net unrealized gain (loss)
13,142,015
10,459
13,152,474
Net increase (decrease) in Net Assets from operations
59,411,309
( 69,948 )
59,341,361
Net Assets at End of Year
$ 114,077,152
$ -
$ 114,077,152
* Period from July 1, 2020 to
October 30, 2020 - Sit Rising Rate ETF liquidated as of November 18, 2020.
See accompanying notes to combined financial
statements.
34
ETF MANAGERS GROUP COMMODITY
TRUST I
Combined Statements of
Changes in Net Assets
Year Ended June 30, 2020
BREAKWAVE
DRY BULK
SHIPPING
ETF
SIT RISING
RATE ETF
COMBINED
Net Assets at Beginning of Year
$ 4,308,262
$ 11,920,149
$ 16,228,411
Increase (decrease) in Net Assets from share transactions
Addition of 5,950,000 and - 0 - shares, respectively
40,151,470
-
40,151,470
Redemption of 500,000 and 275,000 shares, respectively
( 6,343,627 )
( 6,331,666 )
( 12,675,293 )
Net Increase (decrease) in Net Assets from share transactions
33,807,843
( 6,331,666 )
27,476,177
Increase (decrease) in Net Assets from operations
Net investment income (loss)
( 464,837 )
46,873
( 417,964 )
Net realized gain (loss)
( 1,565,921 )
( 903,915 )
( 2,469,836 )
Change in net unrealized gain (loss)
8,190,140
336,740
8,526,880
Net increase (decrease) in Net Assets from operations
6,159,382
( 520,302 )
5,639,080
Net Assets at End of Year
$ 44,275,487
$ 5,068,181
$ 49,343,668
See accompanying notes to combined financial
statements.
35
ETF
MANAGERS GROUP COMMODITY TRUST I
Combined
Statements of Cash Flows
Year
Ended June 30, 2021
BREAKWAVE
DRY BULK
SHIPPING
ETF
SIT RISING
RATE ETF*
COMBINED
Cash flows provided by/used in operating activities
Net income (loss)
$ 59,411,309
$ ( 69,948 )
$ 59,341,361
Adjustments to reconcile net income (loss) to net cash
provided by/used in operating activities:
Net realized gain (loss) on investments
( 48,115,213 )
29,138
( 48,086,075 )
Change in net unrealized gain (loss) on investments
( 13,142,015 )
( 10,459 )
( 13,152,474 )
Change in operating assets and liabilities:
-
Sale (Purchase) of investments - net
26,590,032
4,861,090
31,451,122
Decrease in interest receivable
102
-
102
Increase in receivable on open futures contracts
( 13,142,015 )
-
( 13,142,015 )
Increase in prepaid expenses
( 24,071 )
-
( 24,071 )
Decrease in payable for Fund shares redeemed
( 192,533 )
-
( 192,533 )
Decrease in options written, at fair value
-
( 4,148 )
( 4,148 )
Decrease in payable on open futures contracts
-
( 5,144 )
( 5,144 )
Increase (decrease) in due to Sponsor
150,791
( 4,179 )
146,612
Increase in other accrued expenses
93,454
-
93,454
Net cash used in operating activities
11,629,841
4,796,350
16,426,191
Cash flows from financing activities
Proceeds from sale of shares
95,774,278
-
95,774,278
Paid on redemption of shares
( 85,383,922 )
( 4,998,233 )
( 90,382,155 )
Net cash provided by/used in financing activities
10,390,356
( 4,998,233 )
5,392,123
Net increase (decrease) in cash and restricted cash
22,020,197
( 201,883 )
21,818,314
Cash and restricted cash, beginning of year
28,020,391
201,883
28,222,274
Cash and restricted cash, end of year
$ 50,040,588
$ -
$ 50,040,588
The following table provides a reconciliation of cash and restricted cash reported within
the Combined Statement of Assets and Liabilities that sum to the total of such amounts shown on the Combined Statement of cash Flows.
Cash
$ -
$ -
$ -
Segregated cash held by broker
50,040,588
-
50,040,588
Total cash and restricted cash as shown on the statement of cash flows.
$ 50,040,588
$ -
$ 50,040,588
* Period from July 1, 2020
to October 30, 2020 - Sit Rising Rate ETF liquidated as of November 18, 2020.
See
accompanying notes to combined financial statements.
36
ETF
MANAGERS GROUP COMMODITY TRUST I
Combined
Statements of Cash Flows
Year
Ended June 30, 2020
BREAKWAVE
DRY BULK
SHIPPING
ETF
SIT RISING
RATE ETF
COMBINED
Cash flows provided by/used in operating activities
Net income (loss)
$ 6,159,382
$ ( 520,302 )
$ 5,639,080
Adjustments to reconcile net income (loss) to net cash
provided by/used in operating activities:
Net realized loss (gain) on investments
1,565,921
903,915
2,469,836
Change in net unrealized loss (gain) on investments
( 8,190,140 )
( 336,740 )
( 8,526,880 )
Change in operating assets and liabilities:
-
Sale (Purchase) of investments - net
( 267,018 )
6,462,953
6,195,935
Decrease in interest receivable
5,276
436
5,712
Decrease (increase) in receivable on open futures contracts
( 8,190,140 )
-
( 8,190,140 )
Increase in payable for Fund shares redeemed
192,533
-
192,533
Decrease in options written, at fair value
-
( 15,188 )
( 15,188 )
Increase in payable on open futures contracts
-
( 321,313 )
( 321,313 )
Increase (decrease) in due to Sponsor
72,581
( 5,672 )
66,909
Increase in other accrued expenses
32,587
-
32,587
Net cash used in operating activities
( 8,619,018 )
6,168,089
( 2,450,929 )
Cash flows from financing activities
Proceeds from sale of shares
40,151,470
-
40,151,470
Paid on redemption of shares
( 6,343,627 )
( 6,331,666 )
( 12,675,293 )
Net cash provided by/used in financing activities
33,807,843
( 6,331,666 )
27,476,177
Net increase (decrease) in cash and restricted cash
25,188,825
( 163,577 )
25,025,248
Cash and restricted cash, beginning of year
2,831,566
365,460
3,197,026
Cash and restricted cash, end of year
$ 28,020,391
$ 201,883
$ 28,222,274
The following table provides a reconciliation of cash and restricted cash reported within
the Combined Statement of Assets and Liabilities that sum to the total of such amounts shown on the Combined Statement of cash Flows.
Cash
$ -
$ -
$ -
Segregated cash held by broker
28,020,391
201,883
28,222,274
Total cash and restricted cash as shown on the statement of cash flows.
$ 28,020,391
$ 201,883
$ 28,222,274
See
accompanying notes to combined financial statements.
37
ETF
Managers Group Commodity Trust I
Notes
to Combined Financial Statements
June
30, 2021 and 2020
(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 consists of one separate series. BREAKWAVE DRY BULK
SHIPPING ETF (“BDRY,” the “Fund”), is a commodity pool that continuously issues shares of beneficial interest
that may be purchased and sold on NYSE Arca. As described below, SIT RISING RATE ETF (“RISE”) also operated as a series of
the Trust, but was closed and liquidated prior to June 30, 2021. The Fund is 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”). Breakwave Advisors, LLC (“Breakwave”) is registered as a “commodity trading advisor” (“CTA”)
with the CFTC and serves as BDRY’s commodity trading advisor.
RISE
Closure and Liquidation
On
October 16, 2020, the Sponsor announced that it would close and liquidate RISE because of the then current market conditions and the
Fund’s asset size. The last day the liquidated fund accepted creation orders was on October 30, 2020. Trading in RISE was suspended
after the close of the NYSE Arca on October 30, 2020. Proceeds of the liquidation were sent to shareholders on November 18, 2020 (the
“Distribution Date”). From October 30, 2020 through the distribution date, shares of RISE did not trade on the NYSE Arca
nor was there a secondary market for the shares. Any shareholders that remained in RISE on the Distribution Date automatically had their
shares redeemed for cash at the current net asset value on November 18, 2020.
BDRY
commenced investment operations on March 22, 2018. BDRY commenced trading on NYSE Arca on March 22, 2018 and trades under the symbol
“BDRY.”
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”) 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.
38
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.
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, ED & F Man Capital Markets, Inc. 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
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 net asset value (“NAV”)
and changes in the Benchmark Portfolio, because the Benchmark Portfolio does not reflect expenses or income.
The
Fund seeks to trade its positions prior to maturity; accordingly, natural market forces may cost the Fund while rebalancing. Each time
the Fund seeks to reconstitute its 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 Fund’s ability to achieve its 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.
39
(2)
Summary of Significant Accounting Policies
(a)
Basis of Accounting
The
accompanying combined financial statements of the Fund have been prepared in conformity with U.S. generally accepted accounting principles
(“U.S. GAAP”). The Fund qualifies as an investment company for financial reporting purposes under Topic 946 of the Accounting
Standard Codification of U.S. GAAP.
(b)
Use of Estimates
The
preparation of the 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 combined
financial statements and accompanying notes. Actual results could differ from those estimates. There were no significant estimates used
in the preparation of the 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
Breakwave
is registered as a “commodity trading advisor” and acts as such for BDRY. The Fund’s arrangement with its 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 Broker (as defined below). These amounts are shown as Segregated cash held
by broker in the Combined Statements of Assets and Liabilities. The Fund deposits cash or United States Treasury Obligations, as applicable,
with its FCM subject to the CFTC regulations and various exchange and broker requirements. The combination of the Fund’s deposits
with its FCM of cash and United States Treasury Obligations, as applicable, and the unrealized gain or loss on open futures contracts
(variation margin) represents the Fund’s overall equity in its brokerage trading account. The Fund uses its cash held by its FCM
to satisfy variation margin requirements. The Fund earns interest on its cash deposited with its FCM and interest income is recorded
on the accrual basis.
(e)
Final Net Asset Value for Fiscal Period
The
calculation time of the Fund’s final net asset value for creation and redemption of Fund shares for the years ended June 30, 2021
and June 30, 2020 was at 4:00 p.m. Eastern Time on June 30, 2021 and June 30, 2020, respectively. RISE was liquidated on November 18,
2020 at its final net asset value as of that date.
Although
the Fund’s 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 years ended June 30, 2021 and June 30, 2020.
Fair
value per share is determined at the close of the NYSE Arca.
For
financial reporting purposes, the Fund values its investment positions based upon the final closing price in their primary markets. Accordingly,
the investment valuations in these combined financial statements differ from those used in the calculations of the Fund’s final
creation/redemption NAVs at June 30, 2021 and 2020.
(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.
40
(g)
Financial Instruments and Fair Value
The
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 BDRY’s valuation of investments at June 30, 2021 and June 30, 2020 using the fair value hierarchy:
June
30, 2021
Short-Term
Investments
Futures
Contracts
Total
Level
I – Quoted Prices
$
42,654,058
a
$
21,723,570
b
$
64,377,628
a
– Included in Investments in securities in the Statements of Assets and Liabilities.
b
– Included in Receivable on open futures contracts in the Statements of Assets and Liabilities.
June
30, 2020
Short-Term
Investments
Futures
Contracts
Total
Level
I – Quoted Prices
$
7,986,862
a
$
8,581,555
b
$
16,568,417
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 years ended June 30, 2021 and 2020, BDRY recognized no transfers
from Level 1, Level 2 or Level 3.
41
The
inputs or methodology used for valuing investments are not necessarily an indication of the risk associated with investing in those securities.
The
following table summarizes RISE’s valuation of investments at June 30, 2020 using the fair value hierarchy:
June 30,
2020
Short-Term
Investments
Purchased
Options
Contracts
Written
Options
Contracts
Futures
Contracts
Total
Level
I – Quoted Prices
$
4,865,473
a
$
14,296
a
$
( 4,148 )
b
$
( 5,144 )
c
$
4,870,477
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 year ended June 30, 2020, RISE recognized no transfers from
Level 1, Level 2 or Level 3.
(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 Statements
of Assets and Liabilities and the change in the unrealized gain/loss between periods is reflected in the Combined Statements of Operations.
BDRY’s interest earned on short-term securities and on cash deposited with ED & F Man Capital Markets Inc. is accrued daily
and reflected as Interest Income, when applicable, in the Combined Statements of Operations.
(i)
Federal Income Taxes
The
Fund is registered as a Delaware statutory trust and is treated as a partnership for U.S. federal income tax purposes. Accordingly, the
Fund does 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 Fund’s income, gain, loss, deductions and other items for the Fund’s taxable year ending with or within
the beneficial owner’s taxable year.
Management
of the Fund 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 June 30, 2021 and June
30, 2020. The Fund is 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 Fund’s 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
Fund 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 Fund’s trading in futures
contracts.
(b)
Accounting for Derivative Instruments
In
seeking to achieve the Fund’s investment objective, the 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.
All
open derivative positions at June 30, 2021 and at June 30, 2020, 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 Fund is generally representative of
the notional value of open positions to shareholders’ capital throughout the reporting periods for the Fund. The volume associated
with derivative positions varies on a daily basis as the Fund transacts in derivative contracts in order to achieve the appropriate exposure,
as expressed in notional value, in comparison to shareholders’ capital consistent with the Fund’s investment objective.
42
Following
is a description of the derivative instruments used by the Fund during the reporting period, including the primary underlying risk exposures.
(c)
Futures Contracts
The
Fund enters into futures contracts to gain exposure to changes in the value of the Benchmark Portfolio. 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 freight futures
or 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 Fund is 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 Fund agrees 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 Fund as unrealized gains or losses. The Fund will realize a gain or loss upon closing
a futures transaction.
Futures
contracts involve, to varying degrees, elements of market risk (specifically freight futures or 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 Fund has
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 Fund 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.
BREAKWAVE
DRY BULK SHIPPING ETF
Fair
Value of Derivative Instruments, as of June 30, 2021
Asset
Derivatives
Liability
Derivatives
Derivatives
Combined
Statements of
Assets and Liabilities
Unrealized
Gain
Combined
Statements of
Assets and Liabilities
Fair
Value
Interest
Rate Risk
Receivable on open futures contracts
$
21,723,570
*
-
-
* Represents cumulative appreciation of futures contracts as reported in the Statements of Assets and Liabilities.
BREAKWAVE
DRY BULK SHIPPING ETF
Fair
Value of Derivative Instruments, as of June 30, 2020
Asset
Derivatives
Liability
Derivatives
Derivatives
Combined
Statements of
Assets and Liabilities
Unrealized
Gain
Combined
Statements of
Assets and Liabilities
Fair
Value
Interest
Rate Risk
Receivable on open futures contracts
$
8,581,555
*
-
-
* Represents cumulative appreciation of futures contracts as reported in the Combined Statements of Assets and Liabilities.
43
BREAKWAVE
DRY BULK SHIPPING ETF
The
Effect of Derivative Instruments on the Combined Statements of Operations
For
the Year Ended June 30, 2021
Derivatives
Location
of Gain (Loss) on Derivatives
Realized
Gain on
Derivatives
Recognized
in Income
Change
in
Unrealized
Gain (Loss) on Derivatives Recognized
in Income
Interest
Rate Risk
Net realized gain on futures and options contracts and/or Change in unrealized gain (loss) on futures and options contracts
$
48,115,213
$
13,142,015
The
futures and options contracts open at June 30, 2021 are indicative of the activity for the year ended June 30, 2021.
BREAKWAVE
DRY BULK SHIPPING ETF
The
Effect of Derivative Instruments on the Combined Statements of Operations
For
the Year Ended June 30, 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 futures and options contracts and/or Change in unrealized gain (loss) on futures and options contracts
$
( 1,565,921
)
$
8,190,140
The
futures and options contracts open at June 30, 2020 are indicative of the activity for the year ended June 30, 2020.
SIT
RISING RATE ETF
Fair
Value of Derivative Instruments, as of June 30, 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
$
14,296
*
Payable
on open futures contracts
$
( 5,144
)**
Interest
Rate Risk
Written
options, at fair value
$
( 4,148
)*
* 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
The
Effect of Derivative Instruments on the Combined Statements of Operations
For
the Year Ended June 30, 2020
Derivatives
Location
of Gain (Loss) on Derivatives
Realized
Gain (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
$
( 903,915
)
$
336,740
The
futures and options contracts open at June 30, 2020 are indicative of the activity for the year ended June 30, 2020.
44
(4)
Agreements
(a)
Management Fee
The
Fund pays the Sponsor a sponsor fee (the “Sponsor Fee”) in consideration of the Sponsor’s advisory services to the
Funds. Additionally, the Fund pays its commodity trading advisor a license and service fee (the “CTA fee”).
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 pays an annual fee to Breakwave, monthly in arrears, in an amount equal to 1.45 % of BDRY’s average
daily net assets. 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, interest expense, and extraordinary expenses, if any, of the value of BDRY’s average daily net
assets through September 30, 2022 (the “BDRY Expense Cap”. 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 $ 39,184 and $ 60,769 for the years ended June 30, 2021 and 2020,
respectively, as disclosed in the Combined Statements of Operations.
BDRY
(and, prior to its liquidation, RISE) currently accrues its daily expenses up to the Expense Cap, or, if less, at accrual estimates established
by the Sponsor. 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 Fund in excess of the Fund’s Expense
Cap, which in the case of RISE, aggregated $ 136,902 and $ 389,041 for the years ended June 30, 2021 and 2020, respectively, as disclosed
in the Combined Statements of Operations. In the case of BDRY, expenses absorbed by the Sponsor aggregated $- 0 - and $ 284,850 for the
years ended June 30, 2021 and 2020, respectively, as disclosed in the Combined Statements of Operations.
(b)
The Administrator, Custodian, Fund Accountant and Transfer Agent
The
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
Fund, transfer agent (the “Transfer Agent”) for Fund shares and administrator for the Fund (the “Administrator”).
It performs certain administrative and accounting services for the Fund and prepares certain SEC, NFA and CFTC reports on behalf of the
Fund. (U.S. Bank and U.S. Bancorp Fund Services are referred to collectively hereinafter as “U.S. Bank”).
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 $ 63,796 and $ 61,854 for the years
ended June 30, 2021 and 2020, respectively, as disclosed in the Combined Statements of Operations.
Prior
to its liquidation RISE paid U.S. Bank $ 19,486 and $ 57,601 for the years ended June 30, 2021 and 2020, respectively, as disclosed in
the Combined Statements of Operations.
45
(c)
The Distributor
The
Fund pays 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 Fund’s average daily
net assets, payable monthly. Pursuant to the Marketing Agent Agreement between the Sponsor, the Fund and the Distributor, the Distributor
assists the Sponsor and the Fund with certain functions and duties relating to distribution and marketing services to the Fund, including
reviewing and approving marketing materials and certain regulatory compliance matters. The Distributor also assists with the processing
of creation and redemption orders.
BDRY
incurred $ 15,707 and $ 15,821 in distribution and related administrative services for the years ended June 30, 2021 and 2020, respectively,
as disclosed in the Combined Statements of Operations.
Prior
to its liquidation, RISE incurred $ 5,116 and $ 15,539 in distribution and related administrative services for the years ended June 30,
2021 and 2020, respectively, as disclosed in the Combined Statements of Operations.
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.
Prior
to its liquidation, RISE also paid the Sponsor an annual fee for wholesale support services equal to 0.1% of RISE’s average daily
net assets, payable monthly .
BDRY
incurred $ 78,874 and $ 35,622 in wholesale support fees for the years ended June 30, 2021 and 2020, respectively, as disclosed in the
Combined Statements of Operations.
Prior
to its liquidation, RISE incurred $ 1,522 and $ 6,223 in wholesale support fees for the years ended June 30, 2021 and 2020, respectively,
as disclosed in the Combined Statements of Operations.
(d)
The Commodity Broker
ED
& F Man Capital Inc., a Delaware limited liability company, serves as BDRY’s clearing broker , (the “Commodity Broker”).
In its capacity as clearing broker, the Commodity Broker executes and clear the Fund’s futures transactions and perform certain
administrative services for the Fund.
The
Fund pays 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 annual brokerage commissions and fees to exceed 0.40 % (excluding the impact on the Fund of creation and/or redemption
activity) for BDRY, of the net asset value of the Fund for execution and clearing services on behalf of the 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. BDRY incurred $ 518,616 and $ 208,650 in brokerage
commissions and fees for the years ended June 30, 2021 and 2020, respectively, as disclosed in the Combined Statements of Operations.
Prior
to its liquidation, RISE incurred $ 1,424 and $ 4,961 in brokerage commissions and fees for the years ended June 30, 2021 and 2020, respectively,
as disclosed in the Combined Statements of Operations.
46
(e)
The Trustee
Under
the Amended and Restated Declaration of Trust and Trust Agreement (the “Trust Agreement”) for the Fund, Wilmington Trust
Company, the Trustee of the Fund (the “Trustee”) serves as the sole trustee of the Fund in the State of Delaware. The Trustee
will accept service of legal process on the Fund in the State of Delaware and will make certain filings under the Delaware Statutory
Trust Act. Under the Trust Agreement for the 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. BDRY incurred $ 3,122 and $ 2,500 , respectively, in trustee fees for years ended June 30, 2021 and 2020, which is included
in Other Expenses in the Combined Statements of Operations.
Prior
to its liquidation, RISE incurred $ 1,878 and $ 2,500 in trustee fees, respectively, for years ended June 30, 2021 and 2020, 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 BDRY Expense Cap limitation paid, after the waiver of a portion 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 $ 1,888,152 and $ 847,729 , respectively, during the years ended June 30, 2021 and 2020 in routine offering, operational, administrative
or other ordinary expenses.
The
CTA fee waiver for BDRY by Breakwave was $ 39,184 and $ 60,759 , respectively, for the years ended June 30, 2021 and 2020.
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 $- 0 - and $ 284,850 , respectively, for the years ended June 30, 2021 and 2020.
Prior
to its liquidation, RISE incurred $ 193,779 and $ 456,460 , respectively, in routine offering, operational, administrative or other ordinary
expenses for the years ended June 30, 2021 and 2020.
Prior
to its liquidation, the assumption of Fund expenses above the RISE Expense Cap by the Sponsor pursuant to the undertaking (as discussed
in Note 4a) amounted to $ 136,902 and $ 389,041 , respectively, for the years ended June 30, 2021 and 2020.
47
(g)
Organizational and Offering Costs
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 Combined Statements of Operations. The Fund will bear the costs of its continuous offering
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.
During
the year ended June 30, 2021 the Sponsor, in order to maintain the continuous offering of Shares undertook to register additional shares
of the Fund, the costs of which were borne by the Fund and aggregated $ 28,997 , of which $ 4,926 was amortized to expense at June 30, 2021.
The remaining $ 24,071 in prepaid expenses is included in the Statements of Assets and Liabilities at June 30, 2021. For the
year ended June 30, 2020 BDRY did not incur 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 years ended June 30, 2021
and 2020, respectively, BDRY did not incur such expenses.
(5)
Creations and Redemptions
The
Fund issues and redeems Shares from time to time, but only in one or more Creation or Redemption Baskets. A Creation or Redemption Basket
is a block of 25,000 shares of the Fund. Baskets may be created or redeemed only by Authorized Participants.
Except
when aggregated in Creation or Redemption Baskets, the shares are not redeemable securities. Retail investors, therefore, generally will
not be able to purchase or redeem shares directly from or with the 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 Combined Financial Statements
– such as references to the Transaction Fee imposed on creations and redemptions – is not relevant to retail investors.
(a)
Transaction Fees on Creation and Redemption Transactions
In
connection with orders to create and redeem one or more Creation or Redemption Baskets, an Authorized Participant is required to pay
a transaction fee, or AP Transaction Fee, of $ 250 ($ 500 prior to May 18, 2020) per order, which goes directly to the Custodian. The AP
Transaction Fees are paid by the Authorized Participants and not by the Fund.
48
(b)
Share Transactions
BREAKWAVE
DRY BULK SHIPPING ETF
Summary
of Share Transactions for the Year Ended June 30, 2021
Shares
Net
Assets Increase
(Decrease)
Shares
Sold
4,450,000
$
95,774,278
Shares
Redeemed
( 6,250,000
)
( 85,383,922
)
Net
Increase (Decrease)
( 1,800,000
)
$
10,390,356
BREAKWAVE
DRY BULK SHIPPING ETF
Summary
of Share Transactions for the Year Ended June 30, 2020
Shares
Net
Assets Increase
(Decrease)
Shares
Sold
5,950,000
$
40,151,470
Shares
Redeemed
( 500,000
)
( 6,343,627
)
Net
Increase
5,450,000
$
33,807,843
SIT
RISING RATE ETF (PRIOR TO LIQUIDATION ON NOVEMBER 18, 2020
Summary
of Share Transactions for the Year Ended June 30, 2021
Shares
Net
Assets Increase
(Decrease)
Shares
Sold
-
$
-
Shares
Redeemed (Including in Liquidation)
( 250,040
)
( 4,998,233
)
Net
Decrease
( 250,040
)
$
( 4,998,233
)
Summary
of Share Transactions for the Year Ended June 30, 2020
Shares
Net
Assets Increase
(Decrease)
Shares
Sold
-
$
-
Shares
Redeemed
( 275,000
)
( 6,331,666
)
Net
Decrease
( 275,000
)
$
( 6,331,666
)
49
(6) Risk
(a) Investment Related Risk
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 (“Negative Roll Risk”)
and such losses are independent of the Freight Futures price level.
(b) Liquidity Risk
In certain circumstances, such as the disruption
of the orderly markets for the futures contracts or Financial Instruments in which the Fund invests, the Fund 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 Fund 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 Fund from limiting losses, realizing gains
or achieving a high correlation with the Benchmark Portfolio.
50
(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 (for example, the novel coronavirus COVID-19), have been and can be highly disruptive to economies and markets and have
recently led, and may continue to lead, to increased market volatility and significant market losses. Such natural disaster and health
crises could exacerbate political, social, and economic risks previously mentioned, and result in significant breakdowns, delays, shutdowns,
social isolation, and other disruptions to important global, local and regional supply chains affected, with potential corresponding
results on the operating performance of the Fund and its investments. A climate of uncertainty and panic, including the contagion of
infectious viruses or diseases, may adversely affect global, regional, and local economies and reduce the availability of potential investment
opportunities, and increases the difficulty of performing due diligence and modeling market conditions, potentially reducing the accuracy
of financial projections. Under these circumstances, the Fund may have difficulty achieving its investment objective which may adversely
impact performance. Further, such events can be highly disruptive to economies and markets, significantly disrupt the operations of individual
companies (including, but not limited to, the Fund’s Sponsor and third party service providers), sectors, industries, markets,
securities and commodity exchanges, currencies, interest and inflation rates, credit ratings, investor sentiment, and other factors affecting
the value of the Fund’s investments. These factors can cause substantial market volatility. exchange trading suspensions and closures
and can impact the ability of the Fund to complete redemptions and otherwise affect Fund performance and Fund trading in the secondary
market. A widespread crisis may also affect the global economy in ways that cannot necessarily be foreseen at the current time. How long
such events will last and whether they will continue or recur cannot be predicted. Impacts from these events could have significant impact
on the Fund's performance, resulting in losses to the Fund.
(d) Risk that Current Assumptions and Expectations Could Become
Outdated As a Result of Global Economic Shocks
The onset of the novel coronavirus (COVID-19)
has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain
the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic
activity in some instances has essentially ceased at times. Financial markets across the globe are experiencing severe distress at least
equal to what was experienced during the global financial crisis in 2008. The global economic shocks being experienced as of the date
hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant
losses.
(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 Fund 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 Fund, 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 Fund. As of June 30, 2021, the Fund had not received any claims or incurred any losses pursuant to these agreements
and expects the risk of such losses to be remote.
51
(9) Termination
The term of the Fund is perpetual unless terminated
earlier in certain circumstances as described in the Prospectus.
On October 16, 2020, the Sponsor announced that
it would close and liquidate the SIT RISING RATE ETF (“RISE”) because of current market conditions and the Fund’s asset
size. The last day the liquidated fund accepted creation orders was on October 30, 2020. Trading in RISE was suspended after the close
of the NYSE Arca on October 30, 2020. Proceeds of the liquidation were sent to shareholders on November 18, 2020 (the “Distribution
Date”). From October 30, 2020 through the distribution date, shares of RISE did not trade on the NYSE Arca nor was there a secondary
market for the shares. Any shareholders that remained in RISE on the Distribution Date automatically had their shares redeemed for cash
at the current net asset value on November 18, 2020.
(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 years ended
June 30, 2021 and 2020, 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.
BREAKWAVE DRY
BULK SHIPPING ETF
SIT RISING
RATE ETF
For the Year
Ended June 30,
For the Year
Ended June 30,
2021
2020
2020
Net Asset Value
Net asset value per Share, beginning of year
$ 7.70
$ 13.25
$ 22.70
Net investment income (loss)
( 0.53 )
( 0.35 )
0.17
Net realized and unrealized gain (loss)
21.71
( 5.20 )
( 2.60 )
Net Income (Loss)
21.18
( 5.55 )
( 2.43 )
Net Asset Value per Share, end of year
$ 28.88
$ 7.70
$ 20.27
Market Value per Share, end of year
$ 29.35
$ 7.39
$ 20.26
Ratios to Average Net Assets*
Expense Ratio***
4.12 %
5.67 %
1.08 %
Expense Ratio*** before Waiver/Assumption
4.21 %
9.58 %
7.34 %
Net Investment Income (Loss)
( 4.11 %)
( 5.25 %)
0.75 %
Total Return, at Net Asset Value**
275.06 %
( 41.89 %)
( 10.70 %)
Total Return, at Market Value**
297.16 %
( 43.80 %)
( 10.87 %)
* Percentages are annualized.
** Percentages are not annualized.
*** For Breakwave Dry Bulk Shipping ETF, Fund expenses have been capped at 3.50 % of average daily net assets, plus brokerage commissions, interest expense, and extraordinary expenses, if any. Prior to the liquidation of Sit Rising Rate ETF, Fund expenses had been capped at 1.00 % of average daily net assets, plus brokerage commissions, interest expense, and extraordinary expenses.
52
Report of Independent Registered Public Accounting
Firm
To the Sponsor and Shareholders of
ETF Managers Group Commodity Trust I
Opinion on the financial statements
We have audited the following:
● accompanying
statements of assets and liabilities of Breakwave Dry Bulk Shipping ETF (“BDRY”) (a series of ETF Managers Group Commodity
Trust I (the “Trust”), including the schedules of investments, as of June 30, 2021 and 2020, the related statements of operations,
changes in net assets and cash flows of the Fund for the years then ended, and the related notes;
● the
accompanying statement of assets and liabilities of SIT Rising Rate ETF (“RISE”, formerly a series of the Trust and collectively
with BDRY the “Funds”) as of June 30, 2020, including the schedule of investments, the related statement of operations, changes
in net assets and cash flows for the year then ended and for the period from July 1, 2020 to October 30, 2020 (date on which RISE terminated
operations) and the related notes; and
● the
combined statement of assets and liabilities of the Trust as of June 30, 2020, including the combined schedule of investments of the
Trust, the combined statements of operations, changes in net assets and cash flows of the Trust for the year then ended and for the period
from July 1, 2020 to October 30, 2020 (date on which RISE terminated operations), and the related notes
● The
above are collectively referred to as the “financial statements”.
In our opinion, the financial statements present
fairly, in all material respects, the financial position of the Funds and the Trust as of June 30, 2021 and June 30, 2020, and the results
of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the
United States of America.
Basis for opinion
These financial statements are the responsibility
of the Funds’ and the Trust’s management. Our responsibility is to express an opinion on the Funds’ and Trust’s
financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent
with respect to the Funds and the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of
the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding
of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal
control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as
evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ WithumSmith+Brown, PC
We have served as the Trust’s and Funds’ auditor
since 2014.
New York, NY
September 10, 2021
53
Item 9. Changes in and
Disagreements with Accountants on Accounting and Financial Disclosure.
Not applicable.
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.