UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549


FORM 10-Q

 

Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended December 31, 2017.September 30, 2018.

 

OR

 

Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from        to        .

 

Commission File Number: 001-36851

 

ETF Managers Group Commodity Trust I
(Exact nameName of registrantRegistrant as specifiedSpecified in its charter)Its Charter)

 

Delaware 36-4793446
(State or other jurisdictionOther Jurisdiction of
incorporationIncorporation or organization)Organization)
 (I.R.S. Employer
Identification No.)

30 Maple Street – Suite 2

Summit, NJ 07901

07910
(Address of Principal Executive Offices)(Zip Code)

 

30 Maple Street – Suite 2

Summit, NJ 07901844-383-6477

(Address of principal executive offices) (Zip code)Registrant’s Telephone Number, Including Area Code)

 

(844-383-6477)N/A

(Registrant’s telephone number, including area code)

N/A
(Former name, former addressName, Former Address and former fiscal year,Former Fiscal Year, if changed since last report)
Changed Since Last Report)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

  Yes      No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

  Yes      No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”filer,” “smaller reporting company” and “smaller reporting“emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filerAccelerated filer
  
Non-accelerated filerSmaller reporting company
(Do not check if a smaller reporting company)
Emerging growth company   

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided in Section 13(a) of the Exchange Act.  

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

  Yes      No

 

Indicate the number of Shares outstanding, as of FebruaryNov 1, 2018: 1,400,0402,800,040/(RISE) 

Indicate the number of Shares outstanding, as of Nov 1, 2018: 150,040/(BDRY)

 

 

 

 

ETF MANAGERS GROUP COMMODITY TRUST I

 

Table of Contents

 

  Page
   
Part I. INTERIM FINANCIAL INFORMATION 3
Item 1. Interim Financial Statements 3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 23
32
Item 3. Quantitative and Qualitative Disclosures About Market Risk 37
52
Item 4. Controls and Procedures 37
52
Part II. OTHER INFORMATION 38
54
Item 1. Legal Proceedings 38
54
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 38
54
Item 3. Defaults Upon Senior Securities 38
54
Item 4. Mine Safety Disclosures 38
54
Item 5. Other Information 38
54
Item 6. Exhibits 3855

 

-2-

- 2 -

 

Part I.
INTERIM FINANCIAL INFORMATION

 

Part I. INTERIM FINANCIAL INFORMATION

Item 1. Interim Financial Statements.

Index to Combined Interim Financial Statements

DocumentsPage
Combined Statements of Assets and Liabilities at September 30, 2018 (Unaudited) and June 30, 20184
Combined Schedules of Investments at September 30, 2018 (Unaudited) and June 30, 20186
Combined Statements of Operations (Unaudited) for the three months ended September 30, 2018 and 20178
Combined Statements of Changes in Net Assets (Unaudited) for the three months ended September 30, 2018 and 201710
Combined Statements of Cash Flows (Unaudited) for the three months ended September 30, 2018 and 201712
Notes to Interim Combined Financial Statements14

- 3 -

 

ETF MANAGERS GROUP COMMODITY TRUST I

Combined Statements of Assets and Liabilities

September 30, 2018 (Unaudited)

 

     ETF MANAGERS GROUP 
 SIT RISING RATE ETF COMMODITY TRUST I 
 December 31, June 30, December 31, June 30,  SIT RISING BREAKWAVE DRY BULK   
 2017
(Unaudited)
 2017
(Audited)
 2017
(Unaudited)
 2017
(Audited)
  RATE ETF SHIPPING ETF COMBINED 
Assets                
Investment in securities, at fair value (cost $32,291,557, $20,283,172, $32,291,557, and $20,283,172, respectively) $32,294,929 $20,319,994 $32,294,929 $20,319,994 
Investment in securities, at fair value (cost $60,742,455 and $1,219,673, respectively) $60,770,243 $1,219,673 $61,989,916 
Interest receivable 606 712 606 712  3,955 4,739 8,694 
Segregated cash held by broker 523,848 521,215 523,848 521,215  643,266 2,281,775 2,925,041 
Receivable on open futures contracts  345,577  21,795  345,577  21,795   872,169    872,169 
Total assets $33,164,960 $20,863,716 $33,164,960 $20,863,716   62,289,633  3,506,187  65,795,820 
Liabilities                
Options written, at fair value (premiums received $25,945, $16,688, $25,945 and $16,688, respectively) $19,250 $3,477 $19,250 $3,477 
Options written, at fair value (premiums received $67,595 and $-0-, respectively) 42,891  42,891 
Payable on open futures contracts  88,905 88,905 
Due to Sponsor  39,853  25,260  39,853  25,260  50,217 10,044 60,261 
Accrued expenses    4,045  4,045 
Total liabilities  59,103  28,737  59,103  28,737   93,108  102,994  196,102 
                
Net Assets $33,105,857 $20,834,979 $33,105,857 $20,834,979  $62,196,525 $3,403,193 $65,599,718 
                
Shares outstanding (unlimited authorized)  1,400,040  900,040       2,475,040  150,040   
Net asset value per share $23.65 $23.15      $25.13 $22.68   
Market value per share $23.76 $23.02      $25.12 $22.94   

 

See accompanying notes to unaudited interim combined financial statements.

 

-3-

- 4 -

 

 

ETF MANAGERS GROUP COMMODITY TRUST I 

ScheduleCombined Statements of InvestmentsAssets and Liabilities

December 31, 2017 (Unaudited)June 30, 2018

 

SIT RISING RATE ETF Contracts  Value 
       
PURCHASED OPTIONS - 0.2%        
U.S. Treasury 10 Year Note, Strike Price $124.50 Expiring 01/26/2018  90  $63,281 
TOTAL PURCHASED OPTIONS (cost $53,871)      63,281 

  Principal
Amount
  Value 
SHORT-TERM INVESTMENTS – 91.9%        
U.S. TREASURY BILLS – 91.9%        
United States Treasury Bills        
0.000%, 03/22/2018 $30,500,000   30,409,644 
TOTAL U.S. TREASURY BILLS (cost $30,415,682)      30,409,644 
  SIT RISING  BREAKWAVE DRY BULK    
  RATE ETF  SHIPPING ETF  COMBINED 
Assets            
Investment in securities, at fair value (cost $51,268,060 and $1,249,009, respectively) $51,198,363  $1,249,009  $52,447,372 
Cash
     33,280   33,280 
Interest receivable  807   4,442   5,249 
Segregated cash held by broker  1,386,738   1,941,874   3,328,612 
Receivable on open futures contracts     81,680   81,680 
Total assets  52,585,908   3,310,285   55,896,193 
Liabilities            
Options written, at fair value (premiums received $48,680 and $-0-, respectively)  70,664      70,664 
Payable on open futures contracts
  698,426     698,426 
Due to Sponsor
  41,830   9,307   51,137 
Other accrued expenses
     3,189   3,189 
Total liabilities  810,920   12,496   823,416 
             
Net Assets $51,774,988  $3,297,789  $55,072,777 
             
Shares outstanding (unlimited authorized)  2,100,040   150,040     
Net asset value per share $24.65  $21.98     
Market value per share $24.66  $22.04     

  Shares  Value 
MONEY MARKET FUNDS – 5.5%        
First American US Treasury Money Market Fund, 1.02%*  1,822,004   1,822,004 
TOTAL MONEY MARKET FUNDS (cost $1,822,004)      1,822,004 
Total Investments (cost $32,291,557) – 97.6%      32,294,929 
Other Assets in Excess of Liabilities – 2.4% (a)      810,928 
TOTAL NET ASSETS – 100.0%     $33,105,857 

*Annualized seven-day yield as of December 31, 2017

(a)$523,848 of cash is pledged as collateral for futures contracts and written options

Written Options Contracts

December 31, 2017

  Contracts  Value 
       
U.S. 5 Year Note, Strike Price $116.00 Expiring 01/26/2018  56  $(19,250)
(Premiums received $25,945)     $(19,250)

Short Futures Contracts
December 31, 2017

  Contracts  Unrealized
Appreciation/
(Depreciation)
 
       
U.S. Treasury 5 Year Note, Expiring March 2018 (Underlying Face Amount at Market Value - $36,475,516)  314  $187,328 
U.S. Treasury 2 Year Note, Expiring March 2018 (Underlying Face Amount at Market Value - $60,164,735)  281   158,249 
      $345,577 

 

See accompanying notes to unaudited interim combined financial statements.

 

-4-

- 5 -

 

 

ETF MANAGERS GROUP COMMODITY TRUST I

Combined Schedules of Investments

September 30, 2018 (Unaudited)

  SIT RISING  BREAKWAVE DRY BULK    
  RATE ETF  SHIPPING ETF  COMBINED 
          
PURCHASED OPTIONS - 0.3% and 0.0%, respectively            
US Treasury 10 Year Note, Strike Price $119.50 Expiring 11/23/2018 (172 contracts) $180,062  $  $180,062 
TOTAL PURCHASED OPTIONS (cost $151,795 and $-0-, respectively)  180,062      180,062 
             
SHORT-TERM INVESTMENTS - 81.5% and 0.0%, respectively            
US TREASURY BILLS – 81.5% and 0.0%, respectively            
United States Treasury Bills 0.000%, 10/04/2018 ($50,700,000 principal amount)  50,691,471      50,691,471 
TOTAL US TREASURY BILLS (cost $50,691,950 and $-0-, respectively)  50,691,471      50,691,471 
             
MONEY MARKET FUNDS – 15.9% and 35.8%, respectively            
First American US Treasury Money Market Fund, Class Z, 1.89%* (9,898,710 shares)  9,898,710      9,898,710 
First American US Treasury Obligations Fund, Class X, 1.922%* (1,219,673 shares)     1,219,673   1,219,673 
TOTAL MONEY MARKET FUNDS (cost $9,898,710 and $1,219,673 respectively)  9,898,710   1,219,673   11,118,383 
             
Total Investments (cost $60,742,455 and $1,219,673 respectively) – 97.7% and 35.8%, respectively  60,770,243   1,219,673   61,989,916 
Other Assets in Excess of Liabilities – 2.3% and 64.2%, respectively (a)  1,426,282   2,183,520   3,609,802 
TOTAL NET ASSETS - 100.0% and 100.0%, respectively $62,196,525  $3,403,193  $65,599,718 

* Annualized seven-day yield as of September 30, 2018.

 

Schedule(a) $643,266 and $2,281,775, respectively, of Investments (audited)

June 30, 2017cash is pledged as collateral for futures contracts and written options

 

SIT RISING RATE ETF Contracts  Value 
       
PURCHASED OPTIONS - 0.3%        
U.S. Treasury 10 Year Note, Strike Price $127.00 Expiring 7/21/2017  47  $72,703 
TOTAL PURCHASED OPTIONS (cost $38,188)      72,703 

  Principal
Amount
  Value 
SHORT-TERM INVESTMENTS – 95.8%      
U.S. TREASURY BILLS – 95.8%        
United States Treasury Bills 0.000%, 9/21/2017 $20,000,000   19,957,000 
TOTAL U.S. TREASURY BILLS (Cost $19,954,693)      19,957,000 

  Shares  Value 
MONEY MARKET FUNDS - 1.4%        
First American US Treasury Money Market Fund, 0.70%*  290,291   290,291 
TOTAL MONEY MARKET FUNDS (cost $290,291)      290,291 
         
Total Investments (cost $20,283,172) – 97.5%      20,319,994 
Other Assets in Excess of Liabilities – 2.5% (a)      514,985 
TOTAL NET ASSETS – 100.0%     $20,834,979 

*Annualized seven-day yield as of June 30, 2017

(a)$521,215 of cash is pledged as collateral for futures contracts and written options

Written Options Contracts
June 30, 2017

  Contracts  Value 
       
U.S. 5 year Note, Strike Price $118.75 Expiring 7/21/2017  89  $(3,477)
(Premiums received $16,688)     $(3,477)

Short Futures Contracts
June 30, 2017

  Contracts  

Unrealized

Appreciation/

(Depreciation)

 
       
U.S. Treasury 5 Year Note, Expiring September 2017 (Underlying Face Amount at Market Value - $18,500,242)  157  $(11,204)
U.S. Treasury 2 Year Note, Expiring September 2017 (Underlying Face Amount at Market Value - $45,815,188)  212   32,999 
      $21,795 
BREAKWAVE DRY BULK SHIPPING ETF Unrealized  Unrealized  Unrealized 
Futures Contracts Appreciation/  Appreciation/  Appreciation/ 
September 30, 2018 (Depreciation)  (Depreciation)  (Depreciation) 
          
Baltic Exchange Panamax T/C Average Shipping Route Index Expiring            
October 31, 2018 (Underlying Face Amount at Market Value - $384,120 (30 contracts) $  $4,120  $4,120 
Baltic Exchange Panamax T/C Average Shipping Route Index Expiring            
November 30, 2018 (Underlying Face Amount at Market Value - $378,120) (30 contracts)     (1,880)  (1,880)
Baltic Exchange Panamax T/C Average Shipping Route Index Expiring            
December 31, 2018 (Underlying Face Amount at Market Value - $373,140) (30 contracts)     (6,860)  (6,860)
Baltic Exchange Supramax Average Shipping Route Expiring            
October 31, 2018 (Underlying Face Amount at Market Value - $127,450) (10 contracts)     3,325   3,325 
Baltic Exchange Supramax Average Shipping Route Expiring            
November 30, 2018 (Underlying Face Amount at Market Value - $126,200) (10 contracts)     2,075   2,075 
Baltic Exchange Supramax Average Shipping Route Expiring            
December 31, 2018 (Underlying Face Amount at Market Value - $123,240) (10 contracts)     (885)  (885)
Baltic Capesize Time Charter Expiring October 31, 2018            
(Underlying Face Amount at Market Value - $544,575) (25 contracts)     (78,425)  (78,425)
Baltic Capesize Time Charter Expiring November 30, 2018            
(Underlying Face Amount at Market Value - $629,175) (25 contracts)     6,175   6,175 
Baltic Capesize Time Charter Expiring December 31, 2018            
(Underlying Face Amount at Market Value - $606,450) (25 contracts)     (16,550  (16,550
             
  $  $(88,905) $(88,905)
          
SIT RISING RATE ETF         
Written Option Contracts         
September 30, 2018         
          
US 5 Year Note, Strike Price $122.50 Expiring 10/26/2018 (183 contracts)            
(Premiums received $67,595) $42,891  $  $42,891 
          
SIT RISING RATE ETF         
Short Futures Contracts         
September 30, 2018         
          

US Treasury 5 Year Note

Expiring December 2018 (Underlying Face Amount at Market Value - $62,986,875) (560 contracts) 

 $524,853  $  $524,853 

US Treasury 2 Year Note

Expiring December 2018 (Underlying Face Amount at Market Value - $120,329,329) (571 contracts) 

  347,316      347,316 
  $872,169  $  $872,169 

 

See accompanying notes to unaudited interim combined financial statements.

 

- 6 -

-5-

ETF MANAGERS GROUP COMMODITY TRUST I

Combined Schedule of Investments

June 30, 2018

  SIT RISING
 RATE ETF
  BREAKWAVE DRY BULK
 SHIPPING ETF
  COMBINED 
          
PURCHASED OPTIONS - 0.1% and 0.0%, respectively            
US Treasury 10 Year Note, Strike Price $120.00 Expiring 07/27/18 (149 contracts) $53,547  $  $53,547 
TOTAL PURCHASED OPTIONS (Cost $125,344 and $-0-, respectively)  53,547      53,547 
             
SHORT-TERM INVESTMENTS - 97.5% and 0.0%, respectively            
US TREASURY BILLS - 97.5% and 0.0%, respectively
United States Treasury Bills 0.000%, 10/04/2018 ($50,700,000 principal amount)
  50,447,201      50,447,201 
TOTAL US TREASURY BILLS (Cost $50,445,101 and $-0-, respectively)  50,447,201      50,447,201 
             
MONEY MARKET FUNDS - 1.3% and 37.9%, respectively            
First American US Treasury Money Market Fund, Class Z, 1.69%* (697,615 shares)  697,615      697,615 
First American US Treasury Obligations Fund, Class X, 1.79%* (1,249,009 shares)     1,249,009   1,249,009 
TOTAL MONEY MARKET FUNDS (Cost $697,615 and $1,249,009, respectively  697,615   1,249,009   1,946,624 
             
Total Investments (Cost $51,268,060 and $1,249,009, respectively) - 98.9% and 37.9%, respectively  51,198,363   1,249,009   52,447,372 
Other Assets in Excess of Liabilities - 1.1% and 62.1%, respectively (a)  576,625   2,048,780   2,625,405 
TOTAL NET ASSETS - 100.0% and 100.0%, respectively $51,774,988  $3,297,789  $55,072,777 

* Annualized seven-day yield as of June 30, 2018 

(a) $1,386,738 and $1,941,874, respectively, of cash is pledged as collateral for futures contracts and written options

BREAKWAVE DRY BULK SHIPPING ETF Unrealized  Unrealized  Unrealized 
Futures Contracts Appreciation/  Appreciation/  Appreciation/ 
June 30, 2018 (Depreciation)  (Depreciation)  (Depreciation) 
          
Baltic Exchange Panamax T/C Average Shipping Route Index Expiring July 31, 2018 (Underlying Face Amount at Market Value - $348,300) (30 contracts) $  $(26,700) $(26,700)
Baltic Exchange Panamax T/C Average Shipping Route Index Expiring August 31, 2018 (Underlying Face Amount at Market Value - $368,250) (30 contracts)     (6,750)  (6,750)
Baltic Exchange Panamax T/C Average Shipping Route Index Expiring September 28, 2018 (Underlying Face Amount at Market Value - $390,600) (30 contracts)     15,600   15,600 
Baltic Exchange Supramax T/C Average Shipping Route Expiring July 31, 2018 (Underlying Face Amount at Market Value - $114,210) (10 contracts)     (4,040)  (4,040)
Baltic Exchange Supramax T/C Average Shipping Route Expiring August 31, 2018 (Underlying Face Amount at Market Value - $117,760) (10 contracts)     (490)  (490)
Baltic Exchange Supramax T/C Average Shipping Route Expiring September 28, 2018 (Underlying Face Amount at Market Value - $120,160) (10 contracts)     1,910   1,910 
Baltic Capesize Time Charter Expiring July 31, 2018 (Underlying Face Amount at Market Value - $543,300) (30 contracts)     (4,950)  (4,950)
Baltic Capesize Time Charter Expiring August 31, 2018 (Underlying Face Amount at Market Value - $561,300) (30 contracts)     13,050   13,050 
Baltic Capesize Time Charter Expiring September 28, 2018 (Underlying Face Amount at Market Value - $642,300) (30 contracts)     94,050   94,050 
             
  $  $81,680  $81,680 

SIT RISING RATE ETF         
Written Option Contracts         
June 30, 2018         
          
US 5 Year Note, Strike Price $113.50 Expiring 07/27/2018 (201 contracts) (Premiums received $48,011) $70,664  $  $70,664 

SIT RISING RATE ETF         
Short Futures Contracts         
June 30, 2018         
          
US Treasury 5 Year Note Expiring September 2018 (Underlying Face Amount at Market Value - $53,400,078) (470 contracts) $(468,924) $  $(468,924)
US Treasury 2 Year Note Expiring September 2018 (Underlying Face Amount at Market Value - $98,711,907) (466 contracts)  (229,502)     (229,502)
  $(698,426) $  $(698,426)

See accompanying notes to combined financial statements.

- 7 -

 

 

ETF MANAGERS GROUP COMMODITY TRUST I

Combined Statements of Operations

Three Months Ended September 30, 2018 (Unaudited)

 

   ETF MANAGERS GROUP 
 SIT RISING RATE ETF COMMODITY TRUST I 
 Three Months Ended
December 31,
 Three Months Ended
December 31,
  SIT RISING BREAKWAVE DRY BULK   
 2017 2016 2017 2016  RATE ETF SHIPPING ETF COMBINED 
                
Investment Income                
Interest $80,232 $5,469 $80,232 $5,469  $282,736 $13,129 $295,865 
                
Expenses                
Sponsor fee $11,244 $18,904 $11,244 $18,904   22,134  31,506 53,640 
CTA fee 37,480 13,065 37,480 13,065  29,512 13,037 42,549 
Audit fees 21,537 21,086 21,537 21,086  21,537 16,322 37,859 
Tax preparation fees 6,301 25,205 6,301 25,205  25,205 32,393 57,598 
Admin/accounting/custodian/transfer agent fees 14,040 13,812 14,040 13,812  14,191 15,476 29,667 
Legal fees 8,823 8,823 8,823 8,823  8,823 11,343 20,166 
Printing and postage expenses 6,482 5,671 6,482 5,671  6,553 6,553 13,106 
Chief Compliance Officer fees 1,576 6,301 1,576 6,301  6,301 6,301 12,602 
Principal Financial Officer fees 1,576 6,301 1,576 6,301  6,301 6,301 12,602 
Regulatory reporting fees 1,576 6,301 1,576 6,301  6,301 6,301 12,602 
Brokerage commissions 10,738 5,593 10,738 5,593  16,428 8,937 25,365 
Distribution fees 4,410 3,955 4,410 3,955  4,410 4,158 8,568 
Insurance expense 3,781 3,781 3,781 3,781  3,781 3,781 7,562 
Listing & calculation agent fees 3,176 2,923 3,176 2,923  3,176 3,176 6,352 
Other expenses 5,274 3,819 5,274 3,819  4,644 5,671 10,315 
Wholesale support fees  7,496  2,613  7,496  2,613   14,756  7,380  22,136 
Total Expenses 145,510 148,153 145,510 148,153  194,053 178,636 372,689 
Less: Waiver of CTA fee (22,330) (13,065) (22,330) (13,065)  (13,037) (13,037)
Less: Expenses absorbed by Sponsor    (90,299)    (90,299)  (30,066)  (125,190)  (155,256)
Net Expenses  123,180  44,789  123,180  44,789   163,987  40,409  204,396 
Net Investment Income (Loss) $(42,948) $(39,320) $(42,948) $(39,320)  118,749  (27,280)  91,469 
                
Net Realized and Unrealized Gain (Loss) on Investment Activity                
                
Net Realized Gain (Loss) on                
Investments, futures and options contracts $623,759 $440,450 $623,759 $440,450      (723,391 303,269   (420,122
              
Change in Unrealized Gain (Loss) on              
Investments, futures and options contracts  63,170  80,533  63,170  80,533   1,715,697  (170,585)  1,545,112 
Net realized and unrealized gain (loss)  686,929  520,983  686,929  520,983   992,306  132,684  1,124,990 
Net income (loss) $643,981 $481,663 $643,981 $481,663  $1,111,055 $105,404 $1,216,459 

 

See accompanying notes to unaudited interim combined financial statements.

 

-6-

ETF MANAGERS GROUP COMMODITY TRUST I

Statements of Operations

(Unaudited)

     ETF MANAGERS GROUP 
  SIT RISING RATE ETF  COMMODITY TRUST I 
  Six Months Ended
December 31,
  Six Months Ended
December 31,
 
  2017  2016  2017  2016 
             
Investment Income                
Interest $133,876  $12,343  $133,876  $12,343 
                 
Expenses                
Sponsor fee $19,381  $37,808  $19,381  $37,808 
CTA fee  64,603   29,400   64,603   29,400 
Audit fees  42,623   41,169   42,623   41,169 
Tax preparation fees  12,602   50,410   12,602   50,410 
Admin/accounting/custodian/transfer agent fees  28,080   27,624   28,080   27,624 
Legal fees  17,646   17,646   17,646   17,646 
Printing and postage expenses  13,035   11,342   13,035   11,342 
Chief Compliance Officer fees  3,152   12,602   3,152   12,602 
Principal Financial Officer fees  3,152   12,602   3,152   12,602 
Regulatory reporting fees  3,152   12,602   3,152   12,602 
Brokerage commissions  18,897   11,970   18,897   11,970 
Distribution fees  8,818   7,766   8,818   7,766 
Insurance expense  7,560   7,560   7,560   7,560 
Listing & calculation agent fees  6,352   5,846   6,352   5,846 
Other expenses  10,873   7,638   10,873   7,638 
Wholesale support fees  12,920   5,875   12,920   5,875 
Total Expenses  272,846   299,860   272,846   299,860 
Less: Waiver of CTA fee  (49,453)  (29,400)  (49,453)  (29,400)
Less: Expenses absorbed by Sponsor  (10,686  (170,290)  (10,686  (170,290)
Net Expenses  212,707   100,170   212,707   100,170 
Net Investment Income (Loss) $(78,831) $(87,827) $(78,831) $(87,827)
                 
Net Realized and Unrealized Gain (Loss) on Investment Activity                
                 
Net Realized Gain (Loss) on                
Investments, futures and options contracts $515,024  $374,324  $515,024  $374,324 
                 
Change in Unrealized Gain (Loss) on                
Investments, futures and options contracts  284,660   354,400   284,660   354,400 
Net realized and unrealized gain (loss)  799,684   728,724   799,684   728,724 
Net income (loss) $720,853  $640,897  $720,853  $640,897 

See accompanying notes to unaudited interim financial statements.

-7-

- 8 -

 

 

ETF MANAGERS GROUP COMMODITY TRUST I

Combined Statements of Changes in Net AssetsOperations

Three Months Ended September 30, 2017 (Unaudited)

 

     ETF MANAGERS GROUP 
  SIT RISING RATE ETF  COMMODITY TRUST I 
  Three Months Ended
December 31,
  Three Months Ended
December 31,
 
  2017  2016  2017  2016 
             
Net Assets at Beginning of Period $26,589,366  $10,153,373  $26,589,366  $10,153,373 
                 
Increase (decrease) in Net Assets from share transactions                
Addition of 450,000, 50,000, 450,000, and 50,000 shares, respectively  10,548,270   1,176,905   10,548,270   1,176,905 
Redemption of 200,000, 50,000, 200,000 and 50,000 shares, respectively  (4,675,760)  (1,156,240)  (4,675,760)  (1,156,240)
Net increase in Net Assets from share transactions  5,872,510   20,665   5,872,510   20,665 
                 
Increase (decrease) in Net Assets from operations                
Net investment income (loss)  (42,948)  (39,320)  (42,948)  (39,320)
Net realized gain  623,759   440,450   623,759   440,450 
Change in net unrealized gain  63,170   80,533   63,170   80,533 
                 
Net increase in Net Assets from operations  643,981   481,663   643,981   481,663 
                 
Net Assets at End of Period $33,105,857  $10,655,701  $33,105,857  $10,655,701 
  SIT RISING  BREAKWAVE DRY BULK    
  RATE ETF  SHIPPING ETF  COMBINED 
          
Investment Income            
Interest $53,644  $  $53,644 
             
Expenses            
Sponsor fee  8,137      8,137 
CTA fee  27,123      27,123 
Audit fees  21,086      21,086 
Tax preparation fees  6,301      6,301 
Admin/accounting/custodian/transfer agent fees  14,040      14,040 
Legal fees  8,823      8,823 
Printing and postage expenses  6,553      6,553 
Chief Compliance Officer fees  1,576      1,576 
Principal Financial Officer fees  1,576      1,576 
Regulatory reporting fees  1,576      1,576 
Brokerage commissions  8,159      8,159 
Distribution fees  4,408      4,408 
Insurance expense  3,779      3,779 
Listing & calculation agent fees  3,176      3,176 
Other expenses  5,599      5,599 
Wholesale support fees  5,424      5,424 
Total Expenses  127,336      127,336 
Less: Waiver of CTA fee  (27,123)     (27,123)
Less: Expenses absorbed by Sponsor  (10,686)     (10,686)
Net Expenses  89,527      89,527 
Net Investment Income (Loss)  (35,883)     (35,883)
             
Net Realized and Unrealized Gain (Loss) on Investment Activity            
             
Net Realized Gain (Loss) on            
Investments, futures and options contracts  (108,735     (108,735
             
Change in Unrealized Gain (Loss) on            
Investments, futures and options contracts  221,490      221,490 
Net realized and unrealized gain (loss)  112,755      112,755 
Net income (loss) $76,872  $  $76,872 

 

See accompanying notes to unaudited interim combined financial statements.

 

- 9 -

-8-

ETF MANAGERS GROUP COMMODITY TRUST I

Combined Statements of Changes in Net Assets

Three Months Ended September 30, 2018 (Unaudited)

  SIT RISING  BREAKWAVE DRY BULK    
  RATE ETF  SHIPPING ETF  COMBINED 
          
Net Assets at Beginning of Period $51,774,988  $3,297,789  $55,072,777 
             
Increase (decrease) in Net Assets from share transactions            
Addition of 475,000 and -0- shares, respectively  11,786,052      11,786,052 
Redemption of 100,000 and -0- shares, respectively  (2,475,570     (2,475,570)
Net Increase in Net Assets from share transactions  9,310,482      9,310,482 
             
Increase (decrease) in Net Assets from operations            
Net investment income (loss)  118,749   (27,280)  91,469 
Net realized gain (loss)  (723,391  303,269   (420,122
Change in net unrealized gain (loss)  1,715,697   (170,585)  1,545,112 
             
Net Increase in Net Assets from operations  1,111,055   105,404   1,216,459 
             
Net Assets at End of Period $62,196,525  $3,403,193  $65,599,718 

See accompanying notes to unaudited interim combined financial statements.

- 10 -

ETF MANAGERS GROUP COMMODITY TRUST I

Combined Statements of Changes in Net Assets

Three Months Ended September 30, 2017 (Unaudited)

  SIT RISING  BREAKWAVE DRY BULK    
  RATE ETF  SHIPPING ETF  COMBINED 
          
Net Assets at Beginning of Period $20,834,979  $  $20,834,979 
             
Increase (decrease) in Net Assets from share transactions            
Addition of 350,000 shares  6,825,745      6,825,745 
Redemption of 50,000 shares  (1,148,230     (1,148,230
Net Increase (decrease) in Net Assets from share transactions  5,677,515      5,677,515 
             
Increase (decrease) in Net Assets from operations            
Net investment loss  (35,883)     (35,883)
Net realized loss  (108,735     (108,735
Change in net unrealized gain  221,490      221,490 
             
Net Increase in Net Assets from operations  76,872      76,872 
             
Net Assets at End of Period $26,589,366  $  $26,589,366 

See accompanying notes to unaudited interim combined financial statements.

- 11 -

 

 

ETF MANAGERS GROUP COMMODITY TRUST I

Combined Statements of Changes in Net AssetsCash Flows

Three Months Ended September 30, 2018 (Unaudited)

 

     ETF MANAGERS GROUP 
  SIT RISING RATE ETF  COMMODITY TRUST I 
  Six Months Ended
December 31,
  Six Months Ended
December 31,
 
  2017  2016  2017  2016 
             
Net Assets at Beginning of Period $20,834,979  $16,745,969  $20,834,979  $16,745,969 
                 
Increase (decrease) in Net Assets from share transactions                
Addition of 750,000, 50,000, 750,000, and 50,000 shares, respectively  17,374,015   1,176,905   17,374,015   1,176,905 
Redemption of 250,000, 350,000, 250,000 and 350,000 shares, respectively  (5,823,990)  (7,908,070)  (5,823,990)  (7,908,070)
Net increase (decrease) in Net Assets from share transactions  11,550,025   (6,731,165)  11,550,025   (6,731,165)
                 
Increase (decrease) in Net Assets from operations                
Net investment income (loss)  (78,831)  (87,827)  (78,831)  (87,827)
Net realized gain  515,024   374,324   515,024   374,324 
Change in net unrealized gain  284,660   354,400   284,660   354,400 
                 
Net increase in Net Assets from operations  720,853   640,897   720,853   640,897 
                 
Net Assets at End of Period $33,105,857  $10,655,701  $33,105,857  $10,655,701 
  SIT RISING  BREAKWAVE DRY BULK    
  RATE ETF  SHIPPING ETF  COMBINED 
          
Cash flows provided by (used in) operating activities            
Net income $1,111,055  $105,404  $1,216,459 
Adjustments to reconcile net income to net cash provided by (used in) operating activities:            
Net realized loss (gain) on investments  723,391   (303,269  420,122 
Change in net unrealized loss (gain) on investments  (1,715,697  170,585   (1,545,112
Change in operating assets and liabilities:            
Sale (Purchase) of investments, net  (8,579,574)  162,020   (8,417,554)
Increase in interest receivable  (3,148)  (297)  (3,445)
Decrease (Increase) in segregated cash held by broker  743,472   (339,901)  403,571 
Increase (Decrease) in options written, at fair value  (27,773     (27,773
Decrease (Increase) in receivable on open futures contracts  (872,169  81,680   (790,489
Increase (Decrease) in payable on open futures contracts  (698,426  88,905   (609,521
Increase in due to Sponsor  8,387   737   9,124 
Increase (Decrease) in accrued expenses  

   

856

  

856

 
Net cash used in operating activities  (9,310,482)  (33,280)  (9,343,762)
Cash flows from financing activities            
Proceeds from sale of shares  11,786,052      11,786,052 
Paid on redemption of shares  (2,475,570)     (2,475,570)
Net cash provided by financing activities  9,310,482      9,310,482 
Net increase (decrease) in cash     (33,280)  (33,280)
Cash, beginning of period     33,280   33,280 
Cash, end of period $  $  $ 

 

See accompanying notes to unaudited interim combined financial statements.

 

-9-

- 12 -

 

 

ETF MANAGERS GROUP COMMODITY TRUST I

Combined Statements of Cash Flows

Three Months Ended September 30, 2017 (Unaudited)

 

     ETF MANAGERS GROUP 
  SIT RISING RATE ETF  COMMODITY TRUST I 
  Six Months Ended
December 31,
  Six Months Ended
December 31,
 
  2017  2016  2017  2016 
             
Cash flows provided by (used in) operating activities                
Net income (loss) $720,853  $640,897   $720,853  $640,897 
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:                
Net realized loss (gain) on investments  (515,024  (374,324  (515,024  (374,324
Change in net unrealized gain on investments  (284,660)  (354,400)  (284,660)  (354,400)
Change in operating assets and liabilities:                
Sale (purchase) of investments, net  (11,175,251)  7,541,405   (11,175,251)  7,541,405 
Decrease (increase) in interest receivable  106   (76)  106   (76)
Increase in segregated cash held by broker  (2,633  (329,084)  (2,633  (329,084
Increase (decrease) in options written, at fair value  15,773   (89,797)  15,773   (89,797)
Increase in receivable on open futures contracts  (323,782)  (78,250)  (323,782)  (78,250)
Decrease in payable on open futures contracts     (217,860)     (217,860)
Increase (decrease) in due to Sponsor  14,593   (7,346)  14,593   (7,346)
Net cash provided by (used in) operating activities  (11,550,025)  6,731,165   (11,550,025)  6,731,165 
Cash flows from financing activities                
Proceeds from sale of shares  17,374,015   1,176,905   17,374,015   1,176,905 
Paid on redemption of shares  (5,823,990)  (7,908,070)  (5,823,990)  (7,908,070)
Net cash provided by (used in) financing activities  11,550,025   (6,731,165)  11,550,025   (6,731,165)
Net increase (decrease) in cash            
Cash, beginning of period            
Cash, end of period $  $  $  $ 
  SIT RISING  BREAKWAVE DRY BULK    
  RATE ETF  SHIPPING ETF  COMBINED 
          
Cash flows provided by (used in) operating activities            
Net income $76,872  $  $76,872 
Adjustments to reconcile net income to net cash provided by (used in) operating activities:            
Net realized loss on investments  108,735      108,735 
Change in net unrealized loss on investments  (221,490     (221,490
Change in operating assets and liabilities:            
Purchase of investments, net  (5,555,530)     (5,555,530)
Decrease in interest receivable  237      237 
Decrease in segregated cash held by broker  122,072      122,072 
Increase in options written, at fair value  5,023      5,023 
Increase in receivable on open futures contracts  (218,612     (218,612
            
Increase in due to Sponsor  5,178      5,178 
Net cash used in operating activities  (5,677,515)     (5,677,515)
Cash flows from financing activities            
Proceeds from sale of shares  6,825,745      6,825,745 
Paid on redemption of shares  (1,148,230)     (1,148,230)
Net cash provided by financing activities  5,677,515      5,677,515 
Net increase (decrease) in cash         
Cash, beginning of period         
Cash, end of period $  $  $ 

 

See accompanying notes to unaudited interim combined financial statements.

 

-10-

- 13 -

 

 

ETF MANAGERS GROUP COMMODITY TRUSTManagers Group Commodity Trust I

Notes to Interim Combined Financial Statements

December 31, 2017September 30, 2018 (unaudited)

 

(1) Organization

 

SIT RISING RATE ETF (the “Fund”), is a series of ETF Managers Group Commodity Trust I (the “Trust”), was organized as a Delaware statutory trust formed on July 23, 2014. The Trust is a series trust formed pursuant to the Delaware Statutory Trust Act and the Trust is currently organized intoincludes two separate series. The FundSIT RISING RATE ETF (“RISE”) is the first series of the Trust and is a commodity pool that continuously issues common shares of beneficial interest that may be purchased and sold on the NYSE Arca, Inc. stock exchange (“NYSE Arca”). The Fund is currently the Trust’s only publicly offered series. However, the second series of the Trust, the Breakwave Dry Bulk Shipping ETF (“BDRY,” and together with RISE, the “Funds”), is also a commodity pool that continuously issues shares of beneficial interest that may be publicly offered in the future.purchased and sold on NYSE Arca. The Fund isFunds are managed and controlled by ETF Managers Capital LLC (the “Sponsor”), a Delaware limited liability company. The Sponsor is registered with the Commodity Futures Trading Commission (“CFTC”) as a “commodity pool operatoroperator” (“CPO”) and is a member of the National Futures Trading Association (“NFA”). Sit Fixed Income Advisors II, LLC (“Sit”), a subsidiary of Sit Investment Associates, Inc., is registered as a “commodity trading advisor” (“CTA”) with the CFTC and serves as RISE’s commodity trading advisor. Breakwave Advisors, LLC (“Breakwave”) is registered as a CTA with the Fund’sCFTC and serves as BDRY’s commodity trading advisor.

 

The FundRISE commenced investment operations on February 19, 2015. The FundRISE commenced trading on the NYSE Arca Inc. (the “NYSE Arca”) on February 19, 2015 and trades under the symbol “RISE”.“RISE.” BDRY commenced investment operations on March 22, 2018. BDRY commenced trading on NYSE Arca on March 22, 2018 and trades under the symbol “BDRY.”

 

For the period from January 27, 2016 through December 31, 2017, RISE paid Sit was paid a fee equal to 0.50% per annum effective January 27, 2016, through December 31, 2017, of the value of the Fund’sRISE’s average daily net assets for itsSit’s services as the commodity trading advisor to the Fund, payable by the Fund. Sit is a subsidiary of Sit Investment Associates, Inc.RISE. Effective January 1, 2018, Sit is paid a fee equal to 0.20% per annum (See Note 12).annum.

 

The Fund’sRISE’s investment objective is to profit from rising interest rates by tracking the performance of a portfolio (the “Benchmark“RISE Benchmark Portfolio”) consisting of exchange traded futures contracts and options on futures on 2, 5 and 10 year U.S. Treasury securities (“Treasury Instruments”) weighted to achieve a targeted negative 10-year average effective portfolio duration (the “Benchmark Component Instruments”). The FundRISE seeks to achieve its investment objective by investing in the Benchmark Component Instruments currently constituting the RISE Benchmark Portfolio. The RISE Benchmark Portfolio is maintained by Sit and will be rebalanced, reconstituted, or both, monthly (typically on the 15th of each month and on the next business day if the 15th is a holiday, weekend, or other day on which the national exchanges are closed) to maintain a negative 10-year average effective duration. The RISE Benchmark Portfolio and the FundRISE will each maintain a short position in Treasury Instruments. The FundRISE does not use futures contracts or options to obtain leveraged investment results. The FundRISE will not invest in swaps or other over the counter derivative instruments.

 

The weighting of the Treasury Instruments constituting the Benchmark Component Instruments will be based on each maturity’s duration contribution. The expected range for the duration weighted percentage of the 2 year and 5 year maturity Treasury Instruments will be from 30% to 70%. The expected range for the duration weighted percentage of the 10-year maturity Treasury Instruments will be from 5% to 25%. The relative weightings of the Benchmark Component Instruments will be shifted between maturities when there are material changes in the shape of the yield curve, for example, if the Federal Reserve began raising short term interest rates more than long term interest rates. In such an instance, Sit, which maintains the RISE Benchmark Portfolio, will elect to increase the weightings of the 2 year and reduce the weighting in the 10-year maturity. Conversely, Sit will do the opposite if the Federal Reserve began raising long term interest rates more than short term interest rates. Reconstitution and rebalancing each will occur monthly, on the 15th, except for as noted above or if there are radical changes in the yield curve such that effective duration is outside of a range from negative nine to negative 11-year average effective duration, in which case Sit will adjust the maturities of the Treasury Instruments before the next expected monthly reconstitution.

 

-11-

- 14 -

 

ETF MANAGERS GROUP COMMODITY TRUST I

Notes to Interim Financial Statements

December 31, 2017 (unaudited) (continued)

 

The Sponsor anticipates that approximately 5% to 15% of the Fund’sRISE’s assets will be used as payment for or collateral for Treasury Instruments. In order to collateralize its Treasury Instrument positions, the FundRISE will hold such assets, from which it will post margin to its futures commission merchant (“FCM”), SG Americas Securities, LLC, in an amount equal to the margin required by the relevant exchange, and transfer to its FCM any additional amounts that may be separately required by the FCM. When establishing positions in Treasury Instruments, the FundRISE will be required to deposit initial margin with a value of approximately 3% to 10% of the value of each Treasury Instrument position at the time it is established. These margin requirements are subject to change from time to time by the exchange or the FCM. On a daily basis, the FundRISE will be obligated to pay, or entitled to receive, variation margin in an amount equal to the change in the daily settlement level of its Treasury Instruments positions. Any assets not required to be posted as margin with the FCM will be held at the Fund’s administratorRISE’s custodian in cash or cash equivalents, as discussed below.

 

The RISE Benchmark Portfolio will be invested in Benchmark Component Instruments and rebalanced, as noted above to maintain a negative average effective portfolio duration of approximately 10 years. Duration is a measure of estimated price sensitivity relative to changes in interest rates. Portfolios with longer durations are typically more sensitive to changes in interest rates. For example, if interest rates rise by 1%, the market value of a security with an effective duration of 5 years would decrease by 5%, with all other factors being constant, and likewise the market value of a security with an effective duration of negative 5 years would increase by 5%, with all other factors being constant. The correlation between duration and price sensitivity is greater for securities rated investment-grade than it is for securities rated below investment-grade.

 

Duration estimates are based on assumptions by Sit and are subject to a number of limitations. Effective duration is calculated based on historical price changes of U.S. Treasuries and Treasury Instruments held by the RISE Benchmark Portfolio, and therefore is a more accurate estimate of price sensitivity provided interest rates remain within their historical range. Investments in debt securities typically decrease in value when interest rates rise. The risk is usually greater for longer-term debt securities.

 

When RISE purchases an option that expires “out of the money,” RISE will realize a loss. RISE may not be able to invest its assets in futures and options contracts having an aggregate notional amount exactly equal to that which is required to achieve a negative 10-year average effective duration. For example, as standardized contracts, U.S. Treasury futures contracts are denominated in specific dollar amounts, and RISE’s NAV and the proceeds from the sale of a Creation Basket are unlikely to be an exact multiple of the amounts of those contracts. As a result, in such circumstances, RISE may be better able to achieve the exact amount of exposure desired through the use of other investments.

BDRY’s investment objective is to provide investors with exposure to the daily change in the price of dry bulk freight futures, before expenses and liabilities of BDRY, by tracking the performance of a portfolio (the “BDRY Benchmark Portfolio”, and together with the RISE Benchmark Portfolio, the “Benchmark Portfolios”) consisting of a three-month strip of the nearest calendar quarter of futures contracts on specified indexes (each a “Reference Index”) that measure rates for shipping dry bulk freight (“Freight Futures”). Each Reference Index is published each United Kingdom business day by the London-based Baltic Exchange Ltd. (the “Baltic Exchange”) and measures the charter rate for shipping dry bulk freight in a specific size category of cargo ship – Capesize, Panamax or Supramax. The Fundthree Reference Indexes are as follows:

Capesize: the Capesize 5TC Index;

Panamax: the Panamax 4TC Index; and

Supramax: the Supramax 6TC Index.

The value of the Capesize 5TC Index is disseminated at 11:00 a.m., London Time and the value of the Panamax 4TC Index and the Supramax 6TC Index each is disseminated at 1:00 p.m., London Time. The Reference Index information disseminated by the Baltic Exchange also includes the components and value of each component in each Reference Index. Such Reference Index information also is widely disseminated by Reuters and/or other major market data vendors.

BDRY seeks to achieve its investment objective by investing substantially all of its assets in the Freight Futures currently constituting the BDRY Benchmark Portfolio. The BDRY Benchmark Portfolio includes all existing positions to maturity and settles them in cash. During any given calendar quarter, the BDRY Benchmark Portfolio progressively increases its positions to the next calendar quarter three-month strip, thus maintaining constant exposure to the Freight Futures market as positions mature.

- 15 -

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 atwww.drybulketf.com.

When establishing positions in Freight Futures, BDRY will be required to deposit initial margin with a value of approximately 10% to 40% of the notional value of each Freight Futures position at the time it is established. These margin requirements are established and subject to change from time to time by the relevant exchanges, clearing houses or BDRY’s FCM, MacQuarie Futures USA LLC. On a daily basis, BDRY is obligated to pay, or entitled to receive, variation margin in an amount equal to the change in the daily settlement level of its Freight Futures positions. Any assets not required to be posted as margin with the FCM may be held at BDRY’s custodian or remain with the FCM in cash or cash equivalents, as discussed below.

BDRY was created to provide investors with a cost-effective and convenient way to gain exposure to daily changes in the price of Freight Futures. BDRY is intended to be used as a diversification opportunity as part of a complete portfolio, not a complete investment program.

The Funds will incur certain expenses in connection with itstheir operations. The FundFunds 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’sFunds’ net asset value (“NAV”) and changes in the Benchmark Portfolio,Portfolios, because the Benchmark Portfolio doesPortfolios do not reflect expenses or income.

 

The Fund seeksFunds seek to trade itstheir positions prior to maturity; accordingly, natural market forces may cost the FundFunds while rebalancing. Each time the Fund seeksFunds seek to reconstitute itstheir 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’sFunds’ ability to achieve itstheir respective investment objective.

 

Several factors determine the total return from investing in a futures contract position. One factor that impacts the total return that will result from investing in near month futures contracts and “rolling” those contracts forward each month is the price relationship between the current near month contract and the next month contract.

 

When the Fund purchases an option that expires “out of the money,” the Fund will realize a loss. The Fund may not be able to invest its assets in futures and options contracts having an aggregate notional amount exactly equal to that which is required to achieve a negative 10-year average effective duration. For example, as standardized contracts, U.S. Treasury futures contracts are denominated in specific dollar amounts, and the Fund’s NAV and the proceeds from the sale of a Creation Basket are unlikely to be an exact multiple of the amounts of those contracts. As a result, in such circumstances, the Fund may be better able to achieve the exact amount of exposure desired through the use of other investments.

The SponsorCTA 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.

-12-

ETF MANAGERS GROUP COMMODITY TRUST I

Notes to Interim Financial Statements

December 31, 2017 (unaudited) (continued)redemption baskets.

 

(2) Summary of Significant Accounting Policies

 

(a) Basis of Accounting

 

The accompanying financial statements of the FundFunds have been prepared in conformity with U.S. generally accepted accounting principles. Theprinciples (“U.S. GAAP”). Each Fund qualifies as an investment company for financial reporting purposes under Topic 946 of the Accounting Standard Codification of U.S. GAAP.

 

The accompanying combined financial statements are unaudited, but in the opinion of management, contain all adjustments (which include normal recurring adjustments) considered necessary to present fairly the financial statements have been made.statements. These interim financial statements should be read in conjunction with RISE’s annual report on Form 10-K for the Fund’s annual 10K filing and the Fund’s Prospectusyear ended June 30, 2018, RISE’s prospectus dated January 22, 2018.2018 (the “RISE Prospectus”) and BDRY’s prospectus dated March 13, 2018 (the “BDRY Prospectus,” and together with the RISE Prospectus, the “Prospectuses”). Interim period results are not necessarily indicative of results for a full-year period.

 

- 16 -

(b) Use of Estimates

 

The preparation of the combined financial statements in conformity with U.S. generally accepted accounting principlesGAAP 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

 

Sit is registered as a “commodity trading advisor” and acts as such for the Fund. SitRISE. Breakwave is registered as a subsidiary of Sit Investment Associates, Inc. The“commodity trading advisor” and acts as such for BDRY. Each Fund’s arrangement with SG Americas Securities, LLC, the Fund’sits respective FCM requires the Fund to meet its variation margin requirement related to the price movements, both positive and negative, on futures contracts held by the Fund by keeping cash on deposit with the Commodity Broker.Brokers (as defined below). These amounts are shown as Segregated cash held by broker in the Combined Statements of Assets and Liabilities. The Fund depositsFunds deposit cash andor United States Treasury Obligations, as applicable, with thetheir respective FCM subject to Commodity Futures Trading Commission (the “CFTC”)the CFTC regulations and various exchange and broker requirements. The combination of the Fund’sFunds’ deposits with itstheir respective FCM of cash and United States Treasury Obligations, as applicable, and the unrealized gain or loss on open futures contracts (variation margin) represents the Fund’sFunds’ overall equity in itstheir respective brokerage trading account. The Fund uses itsFunds use their cash held by thetheir respective FCM to satisfy variation margin requirements. The Fund earnsFunds earn interest on itstheir cash deposited with thetheir respective FCM and interest income is recorded on the accrual basis.

 

(e) Final Net Asset Value for Fiscal Period

 

The calculation time of theeach Fund’s final net asset value for creation and redemption of Fund shares for the three months ended December 31,September 30, 2018 and 2017 was at 4:00 p.m. Eastern Time on DecemberSeptember 28, 2018 and September 29, 2017.2017, respectively.

 

Although the Fund’sFunds’ shares may continue to trade on secondary markets subsequent to the calculation of the final NAV, the 4:00 p.m. Eastern Time represented the final opportunity to transact in creation or redemption baskets for the three months ended December 31,September 30, 2018 and 2017.

-13-

ETF MANAGERS GROUP COMMODITY TRUST I

Notes to Interim Financial Statements

December 31, 2017 (unaudited) (continued)

 

Fair value per share is determined at the close of the NYSE Arca.

 

For financial reporting purposes, theeach Fund values its investment positions based upon the final closing price in their primary markets. Accordingly, the investment valuations in these financial statements differ from those used in the calculationcalculations of the Fund’sFunds’ final creation/redemption NAVNAVs at December 31, 2017September 28, 2018 and June 30, 2017.2018.

 

(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.

- 17 -

 

(g) Financial Instruments and Fair Value

 

TheEach Fund discloses the fair value of its investments in accordance with the Financial Accounting Standards Board (FASB)(“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.

 

-14-

ETF MANAGERS GROUP COMMODITY TRUST I

Notes to Interim Financial Statements

December 31, 2017 (unaudited) (continued)

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 theRISE’s valuation of investments at December 31, 2017September 30, 2018 and at June 30, 20172018 using the fair value hierarchy:

 

  December 31, 2017 (unaudited) 
  Short-Term
Investments
   Purchased
Options
Contracts
  Written
Options
Contracts
  Futures
Contracts
  Total 
Level I – Quoted Prices $32,231,648a $63,281a $(19,250)b $345,577c $32,621,256 
                     
  September 30, 2018 (unaudited) 
  Short-Term
Investments
   Purchased
Options
Contracts
  Written
Options
Contracts
  Futures
Contracts
  Total 
Level I – Quoted Prices $60,590,181a $180,062a $(42,891)b $872,169c $61,599,521 
                     

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 Receivable on open futures contracts in the Combined Statements of Assets and Liabilities.

 

  June 30, 2017 (audited) 
  Short-Term
Investments
   Purchased
Options
Contracts
  Written
Options
Contracts
  Futures
Contracts
  Total 
Level I – Quoted Prices $20,247,291a $72,703a $(3,477)b $21,795c $20,338,312 
                     
  June 30, 2018 (audited) 
  Short-Term
Investments
   Purchased
Options
Contracts
  Written
Options
Contracts
  Futures
Contracts
  Total 
Level I – Quoted Prices $51,144,816a $53,547a $(70,664)b $(698,426)c $50,429,273 
                     

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 ReceivablePayable 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 sixthree months ended December 31, 2017September 30, 2018 and the year ended June 30, 2017,2018, RISE recognized no transfers from Level 1, Level 2 or Level 3.

- 18 -

The following table summarizes BDRY’s valuation of investments at September 30, 2018 and at June 30, 2018 using the Fundfair value hierarchy:

  September 30, 2018 (unaudited) 
  Short-Term
Investments
  Futures
Contracts
  Total 
Level I – Quoted Prices $1,219,673a $(88,905)c $1,130,768 
             

a – Included in Investments in securities in the Combined Statements of Assets and Liabilities.

c – Included in Payable on open futures contracts in the Combined Statements of Assets and Liabilities. 

      June 30, 2018 (audited) 
  Short-Term
Investments
  Futures
Contracts
  Total 
Level I – Quoted Prices $1,249,009a $81,680b  $1,330,689 
             

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 three months ended September 30, 2018 and for the period from March 22, 2018 (commencement of investment operations) to June 30, 2018, BDRY recognized no transfers from Level 1, Level 2 or Level 3.

 

The inputs or methodology used for valuing investments are not necessarily an indication of the risk associated with investing in those securities.

 

(h) Investment Transactions and Related Income

 

Investment transactions are recorded on the trade date. All such transactions are recorded on the identified cost basis, and marked to market daily. Unrealized gain/loss on open futures contracts is reflected in Receivable/Payable on open futures contracts in the Combined Statements of Assets and Liabilities and the change in the unrealized gain/loss between periods is reflected in the Combined Statements of Operations. DiscountsRISE’s discounts on short-term securities purchased are accreted daily and reflected as Interest Income, when applicable, in the Combined Statements of Operations. BDRY’s interest earned on short-term securities and on cash deposited with MacQuarie Futures USA LLC are accrued daily and reflected as Interest Income, when applicable, in the Combined Statements of Operations.

 

(i) Federal Income Taxes

 

TheEach Fund is registered as a Delaware statutory trust and is treated as a partnership for U.S. federal income tax purposes. Accordingly, the Fund doesFunds do not expect to incur U.S. federal income tax liability; rather, each beneficial owner is required to take into account their allocable share of the Fund’sFunds’ income, gain, loss, deductions and other items for the Fund’sFunds’ taxable year ending with or within the beneficial owner’s taxable year.

 

Management of the FundFunds 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.returns at September 30, 2018 and June 30, 2018. The Fund isFunds are also not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. On an ongoing basis, management will monitor its tax positions taken to determine if adjustments to its conclusions are necessary based on factors including, but not limited to, further implementation of guidance expected from the Financial Accounting Standards BoardFASB and on-going analysis of tax law, regulation, and interpretations thereof. The Fund’sFunds’ federal tax returns are subject to examination by the Internal Revenue Service for a period of three years after they are filed.

 

-15-

ETF MANAGERS GROUP COMMODITY TRUST I

Notes to Interim Financial Statements

December 31, 2017 (unaudited) (continued)

(3) Investments

 

(a) Short-Term Investments

 

The FundFunds 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’sFunds’ trading in futures contracts.

 

(b) Accounting for Derivative Instruments

 

In seeking to achieve theeach Fund’s investment objective, Sitthe applicable commodity trading advisor uses a mathematical approach to investing. Using this approach, Sitthe applicable commodity trading advisor determines the type, quantity and mix of investment positions that Sitit believes in combination should produce returns consistent with the Fund’s objective.

 

- 19 -

All open derivative positions at December 31, 2017September 30, 2018 and at June 30, 2017 for the Fund2018, 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 FundFunds is generally representative of the notional value of open positions to shareholders’ capital throughout the reporting periods for the Fund.Funds. The volume associated with derivative positions varies on a daily basis as the Fund transactsFunds transact in derivative contracts in order to achieve the appropriate exposure, as expressed in notional value, in comparison to shareholders’ capital consistent with the applicable Fund’s investment objective.

 

Following is a description of the derivative instruments used by the FundFunds during the reporting period, including the primary underlying risk exposures.

 

(c) Futures Contracts

 

The Fund entersFunds enter into futures contracts to gain exposure to changes in the value of the Benchmark Portfolio.Portfolios. A futures contract obligates the seller to deliver (and the purchaser to accept) the future cash settlement of a specified quantity and type of a treasury futures contract at a specified time and place. The contractual obligations of a buyer or seller of a treasury futures contract may generally be satisfied by making an offsetting sale or purchase of an identical futures contract on the same or linked exchange before the designated date of delivery.

 

Upon entering into a futures contract, the Fund isFunds are required to deposit and maintain as collateral at least such initial margin as required by the exchange on which the transaction is affected. The initial margin is segregated as Cash held by broker, as disclosed in the Combined Statements of Assets and Liabilities, and is restricted as to its use. Pursuant to the futures contract, the Fund agreesFunds agree to receive from or pay to the broker an amount of cash equal to the daily fluctuation in value of the futures contract. Such receipts or payments are known as variation margin and are recorded by the FundFunds as unrealized gains or losses. The FundFunds will realize a gain or loss upon closing a futures transaction.

 

Futures contracts involve, to varying degrees, elements of market risk (specifically treasury price risk) and exposure to loss in excess of the amount of variation margin. The face or contract amounts reflect the extent of the total exposure the Fund hasFunds have in the particular classes of instruments. Additional risks associated with the use of futures contracts include imperfect correlation between movements in the price of the futures contracts and the market value of the underlying securities and the possibility of an illiquid market for a futures contract. With futures contracts, there is minimal counterparty risk to the FundFunds 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.

 

-16-

SIT RISING RATE ETF MANAGERS GROUP COMMODITY TRUST I

Notes to Interim Financial Statements

December 31, 2017 (unaudited) (continued)

Fair Value of Derivative Instruments, as of December 31, 2017September 30, 2018

 

 Asset Derivatives Liability Derivatives  Asset Derivatives Liability Derivatives 
Derivatives Statements of
Assets and Liabilities
 Unrealized
Gain
  Statements of
Assets and Liabilities
  Fair
Value
  Combined Statements of
Assets and Liabilities
 Fair
Value
  Combined Statements of
Assets and Liabilities
  Fair
Value
 
Interest Rate Risk Receivable on open futures contracts $345,577*       Receivable on open futures contracts $872,169**  Written options, at fair value $  (42,891)* 
Interest Rate Risk     Written options, at fair value $(19,250)** Purchased options  180,062**                                          —   

 

 *Represents cumulative appreciationdepreciation of futures contracts as reported in the Statements of Assets and Liabilities.
**Represents fair value ofwritten options contracts as reported in the Combined Statements of Assets and Liabilities.

**

*** 

Represents cumulative appreciation of futures and options contracts as reported in the Combined Statements of Assets and Liabilities. 

Represents fair value of purchased options as reported in the Combined Statements of Assets and Liabilities.

SIT RISING RATE ETF 

Fair Value of Derivative Instruments, as of June 30, 20172018

 

  Asset Derivatives Liability Derivatives 
Derivatives Statements of
Assets and Liabilities
 Unrealized
Gain
  Statements of
Assets and Liabilities
  Fair
Value
 
Interest Rate Risk Receivable on open futures contracts $21,795*      
Interest Rate Risk     Written options, at fair value $(3,477)**

  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 $53,547*** Payable on open futures contracts $(698,426)**
Interest Rate Risk     Written options, at fair value (70,664)*
 *Represents cumulative appreciationdepreciation of written 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.

**

Represents fair value of purchased options contracts as reported in the Combined Statements of Assets and Liabilities.

  

- 20 -

SIT RISING RATE ETF

The Effect of Derivative Instruments on the Combined Statements of Operations

For the Three Months Ended December 31, 2017September 30, 2018

 

Derivatives Location of Gain (Loss) on Derivatives Realized Gain
on
Derivatives
Recognized in
Income
  Change in Unrealized Gain (Loss)
on Derivatives Recognized in
 Income
  Location of Gain (Loss) on Derivatives Realized Loss
on
Derivatives
Recognized in
Income
  Change in Unrealized Gain (Loss)
on Derivatives Recognized in
 Income
 
Interest Rate Risk Net realized gain on investments, futures and options contracts and/or Change in unrealized gain (loss) on investments, futures and options contracts $623,625  $ 70,274  Net realized gain on investments, futures and options contracts and/or Change in unrealized gain (loss) on investments, futures and options contracts $(723,391)  $1,715,697 
  

The futures and options contracts open at December 31,September 30, 2018 are indicative of the activity for the three months ended September 30, 2018.

SIT RISING RATE ETF 

The Effect of Derivative Instruments on the Combined Statements of Operations 

For the Three Months Ended September 30, 2017

Derivatives Location of Gain (Loss) on Derivatives Realized
Loss on
Derivatives
Recognized in
Income
  Change in Unrealized Gain (Loss)
on Derivatives Recognized in
 Income
 
Interest Rate Risk Net realized gain (loss) on investments, futures and options contracts and/or Change in unrealized gain (loss) on investments, futures and options contracts $(108,735)  $221,490 
           

The futures and options contracts open at September 30, 2017 are indicative of the activity for the three months ended December 31,September 30, 2017.

- 21 -

BREAKWAVE DRY BULK SHIPPING ETF

Fair Value of Derivative Instruments, as of September 30, 2018

Asset DerivativesLiability Derivatives
DerivativesCombined Statements of
Assets and Liabilities
Fair
Value
Combined Statements of
Assets and Liabilities
 Fair
Value
Interest Rate Risk— Payable on open futures contracts ($88,905)*

*Represents cumulative depreciation of futures contracts as reported in the Combined Statements of Assets and Liabilities.

BREAKWAVE DRY BULK SHIPPING ETF 

Fair Value of Derivative Instruments, as of June 30, 2018

Asset DerivativesLiability Derivatives
DerivativesCombined Statements of
Assets and Liabilities
Fair
Value
Combined Statements of
Assets and Liabilities
 Fair
Value
Interest Rate RiskReceivable on open futures contracts $81,680                                              —

*Represents cumulative appreciation of futures contracts as reported in the Combined Statements of Assets and Liabilities.

BREAKWAVE DRY BULK SHIPPING ETF 

The Effect of Derivative Instruments on the Combined Statements of Operations

For the Three Months Ended December 31, 2016September 30, 2018

 

Derivatives Location of Gain (Loss) on Derivatives Realized
Loss on
Derivatives
Recognized in
Income
  Change in Unrealized Gain (Loss)
on Derivatives Recognized in
 Income
  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 (loss) on investments, futures and options contracts and/or Change in unrealized gain (loss) on investments, futures and options contracts $440,450  $80,533  Net realized gain on investments and futures and/or Change in unrealized gain (loss) on investments and futures contracts $303,269  $ (170,585) 
  

The futures and options contracts open at December 31, 2016September 30, 2018 are indicative of the activity for the three months ended December 31, 2016.

The Effect of Derivative Instruments on the Statements of Operations

For the Six Months Ended December 31, 2017

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 investments, futures and options contracts and/or Change in unrealized gain (loss) on investments, futures and options contracts $514,844  $ 293,005 
           

The futures and options contracts open at December 31, 2017 are indicative of the activity for the six months ended December 31, 2017.

The Effect of Derivative Instruments on the Statements of Operations

For the Six Months Ended December 31, 2016

Derivatives Location of Gain (Loss) on Derivatives Realized
Loss on
Derivatives
Recognized in
Income
  Change in Unrealized Gain (Loss)
on Derivatives Recognized in
 Income
 
Interest Rate Risk Net realized gain (loss) on investments, futures and options contracts and/or Change in unrealized gain (loss) on investments, futures and options contracts $374,324  $ 354,400 
           

The futures and options contracts open at December 31, 2016 are indicative of the activity for the six months ended December 31, 2016.

-17-

ETF MANAGERS GROUP COMMODITY TRUST I

Notes to Interim Financial Statements

December 31, 2017 (unaudited) (continued)September 30, 2018.

 

(4) Agreements

 

(a) Management Fee

 

Each Fund pays the Sponsor a sponsor fee (the “Sponsor Fee”) in consideration of the Sponsor’s advisory services to the Funds. Additionally, each Fund pays its respective commodity trading advisor a license and service fee (the “CTA fee”).

- 22 -

Effective January 1, 2018 and later extended on June 1, 2018, the Sponsor has agreed to waive receipt of the Sponsor Fee for RISE and/or assume RISE’s expenses (excluding brokerage fees, interest expense, and extraordinary expenses) so that RISE’s total annual expenses do not exceed 1.00% per annum through September 30, 2019.

Further, effective January 1, 2018, RISE’s CTA fee, calculated daily and paid monthly in arrears, was reduced from .50% per annum to .20% per annum of average daily net assets.

In addition to the reduction in the expense limit, effective January 1, 2018, RISE’s Sponsor Fee, calculated daily and paid monthly, became the greater of 0.15% of its average daily net assets, or $75,000, and the fees for Principal Financial Officer and Chief Compliance Officer services provided to RISE by the Sponsor were each increased to $25,000 per annum. Certain additional fees paid to the Sponsor for tax return preparation and regulatory reporting fees were also increased. The Sponsor Fee, fees for the Principal Financial Officer and Chief Compliance Officer, and fees for tax return preparation and regulatory reporting reflect the level of fees charged to RISE prior to January 1, 2017. Through December 31, 2017, the FundRISE paid the Sponsor an annual management fee, monthly in arrears, in an amount calculated as the greater of 0.15% of its average daily net assets, or $18,750 effective January 1, 2017 ($75,000 for the period from February 20, 2016 to December 31, 2016) (the “Sponsor Fee”). The Sponsor Fee was2017.

RISE paid in consideration of the Sponsor’s advisory services to the Fund. Additionally, Sit received an annual fee to Sit, monthly in arrears, for its servicesin an amount equal to 0.50% of RISE’s average daily net assets, effective January 27, 2016 of the Fund’s average daily net assets.and through December 31, 2017. As of February 19, 2015, through December 31, 2017, Sit had agreed to waive its license and serviceCTA fee (“CTA fee”) to the extent necessary, and the Sponsor had voluntarily agreed to correspondingly assume the remaining expenses of the FundRISE such that FundRISE’s expenses did not exceed an annual rate of 1.50%, excluding brokerage commissions and interest expense, of the value of the Fund’s average daily net assets (the “RISE Expense Cap”).

BDRY pays the Sponsor an annual Sponsor Fee, monthly in arrears, in an amount calculated as the greater of 0.15% of its average daily net assets, or $125,000. BDRY also paid an annual fee to Breakwave, monthly in arrears, in an amount equal to 1.45% of BDRY’s average daily net assets. As of March 22, 2018, Breakwave has agreed to waive its CTA fee to the extent necessary, and the Sponsor has voluntarily agreed to correspondingly assume the remaining expenses of BDRY such that Fund expenses do not exceed an annual rate of 3.50%, excluding brokerage commissions and interest expense, of the value of BDRY’s average daily net assets (the “BDRY Expense Cap,” and together with the RISE Expense Cap, the “Expense Cap”Caps”). The assumption of expenses by the Sponsor and waiver of theBDRY’s CTA fee wereare contractual on the part of the Sponsor and Sit,Breakwave, respectively. See Note 12.

 

The waiver of RISE’s CTA fees, pursuant to the prior undertaking, amounted to $-0- and $27,123 for the three months ended September 30, 2018 and September 30, 2017, respectively. The waiver of BDRY’s CTA fees, pursuant to the undertaking, amounted to $22,330 and $13,065$13,037 for the three months ended December 31, 2017 and December 31, 2016, respectively, and $49,453 and $29,400 for the six months ended December 31, 2017 and December 31, 2016, respectively,September 30, 2018 as disclosed in the Combined Statements of Operations. The FundFunds currently accrues itsaccrue their daily expenses up to the applicable Expense Cap. At the end of each month, the accrued amount is remitted to the Sponsor as the Sponsor has assumed, and is responsible for the payment of the routine operational, administrative and other ordinary expenses of the FundFunds in excess of the Funds’ respective Expense Cap, which in the case of RISE, aggregated $-0-$30,066 and $90,299$10,686 for the three months ended December 31,September 30, 2018 and September 30, 2017, and December 31, 2016, respectively, and $10,686 and $170,290in the case of BDRY, aggregated $125,190 for the sixthree months ended December 31, 2017 and December 31, 2016, respectively,September 30, 2018, as disclosed in the Combined Statements of Operations. See Note 12.

 

(b) The Administrator, Custodian, Fund Accountant and Transfer Agent

 

TheEach 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,Funds, transfer agent (the “Transfer Agent”) for Fund shares and administrator for the FundFunds (the “Administrator”). It performs certain administrative and accounting services for the FundFunds and prepares certain SEC, NFA and CFTC reports on behalf of the Fund.Funds. (U.S. Bank and U.S. Bancorp Fund Services are referred to collectively hereinafter as “U.S. Bank”).

 

- 23 -

Effective February 19, 2016, the FundRISE has agreed to pay U.S. Bank 0.05% of assets under management (“AUM”), with a $50,000 minimum annual fee payable for its administrative, accounting and transfer agent services and 0.01% of AUM, with an annual minimum of $4,800 for custody services. ForRISE paid U.S. Bank $14,191 and $14,040 for the first yearthree months ended September 30, 2018 and September 30, 2017, respectively, as disclosed in the Combined Statements of services, the Fund paidOperations.

Effective March 22, 2018, 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. The FundBDRY paid U.S. Bank $14,040 and $13,812$15,476 for the three months ended December 31, 2017 and December 31, 2016, respectively, and $28,080 and $27,624 for the six months ended December 31, 2017 and December 31, 2016, respectively,September 30, 2018, as disclosed in the Combined Statements of Operations.

 

(c) The Distributor

 

Effective April 1, 2017, the Fund paysThe Funds pay ETFMG Financial LLC. (“Distributor”(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’sFunds’ average daily net assets, payable monthly. Pursuant to the respective Marketing Agent Agreement between the Sponsor, theeach Fund and the Distributor, the Distributor assists the Sponsor and the applicable Fund with certain functions and duties relating to distribution and marketing services to the applicable Fund, including reviewing and approving marketing materials and certain regulatory compliance matters. The Distributor also assists with the processing of creation and redemption orders.

 

ALPS Distributors, Inc. (“ALPS”) provided statutory and wholesaling distribution services to the Fund from December 1, 2015 through March 31, 2017. The Fund paid an annual fee for such distribution services and related administrative services equal to $15,000 plus 0.02% of the Fund’s average daily net assets, payable monthly. This fee had two components, with a portion of the fee paid to ALPS for the statutory distribution services and a portion paid to the Sponsor for the related administrative services. Pursuant to the Marketing Agent Agreement between the Sponsor, the Fund and the ALPS, the former distributor assisted 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. ALPS also assisted with the processing of creation and redemption orders.

The FundRISE incurred $4,410 and $3,955$4,408 in distribution and related administrative services for the three months ended December 31,September 30, 2018 and September 30, 2017, respectively. BDRY incurred $4,158 in distribution and December 31, 2016, and $8,818 and $7,766related administrative services for the sixthree months ended December 31, 2017 and December 31, 2016, respectively,September 30, 2018, as disclosed in the Combined Statements of Operations.

 

The FundRISE also pays the Sponsor an annual fee for wholesale support services equal to 0.1% of RISE’s average daily net assets, payable monthly. BDRY pays the Fund’sSponsor an annual fee for wholesale support services of $25,000 plus 0.12% of BDRY’s average daily net assets, payable monthly.

 

The FundRISE incurred $7,496$14,756 and $2,613$5,424 in wholesale support fees for the three months ended December 31,September 30, 2018 and September 30, 2017, and December 31, 2016, respectively, and $12,920 and $5,875respectively. BDRY incurred $7,380 in wholesale support fees for the sixthree months ended December 31, 2017 and December 31, 2016, respectively,September 30, 2018, as disclosed in the Combined Statements of Operations.

 

(d) The Commodity Broker

 

SG Americas Securities, LLC, (the “Commodity Broker”), a Delaware limited liability company, serves as the Fund’sRISE’s clearing broker. MacQuarie Futures USA LLC, a Delaware limited liability company, serves as BDRY’s clearing broker (such clearing broker, together with SG Americas Securities, LLC, the “Commodity Brokers”). In itstheir capacity as clearing broker, the Commodity Broker executesBrokers execute and clearsclear the Fund’sFunds’ futures transactions and performsperform certain administrative services for the Fund.Funds.

- 24 -

 

The Fund paysFunds pay respective brokerage commissions, including applicable exchange fees, National Futures Association (“NFA”) fees, give–up fees, pit brokerage fees and other transaction related fees and expenses charged in connection with trading activities in CFTC regulated investments. Brokerage commissions on futures contracts are recognized on a half-turn basis.

 

The Sponsor does not expect brokerage commissions and fees to exceed 0.09% for RISE, and 0.40% for BDRY, of the net asset value of the applicable Fund for execution and clearing services on behalf of the applicable Fund, although the actual amount of brokerage commissions and fees in any year or any part of any year may be greater. The effects of trading spreads, financing costs associated with financial instruments, and costs relating to the purchase of U.S. Treasury Securities or similar high credit quality short-term fixed-income or similar securities are not included in the foregoing analysis. The FundRISE incurred $10,738$16,428 and $5,593$8,159 in brokerage commissions and fees for the three months ended December 31,September 30, 2018 and September 30, 2017, respectively. BDRY incurred $8,937 in brokerage commissions and December 31, 2016, respectively, and $18,897 and $11,970fees for the sixthree months ended December 31, 2017 and December 31, 2016, respectively,September 30, 2018, as disclosed in the Combined Statements of Operations.

-18-

ETF MANAGERS GROUP COMMODITY TRUST I

Notes to Interim Financial Statements

December 31, 2017 (unaudited) (continued)

 

(e) The Trustee

 

Under the respective Amended and Restated Declaration of Trust and Trust Agreement (the “Trust Agreement”), for each Fund, Wilmington Trust Company, the Trustee of each of the FundFunds (the “Trustee”) serves as the sole trustee of theeach Fund in the State of Delaware. The Trustee will accept service of legal process on the FundFunds in the State of Delaware and will make certain filings under the Delaware Statutory Trust Act. Under the respective Trust Agreement for each Fund, the Sponsor has the exclusive management and control of all aspects of the business of the Fund. The Trustee does not owe any other duties to the Fund, the Sponsor or the Shareholders of the Fund. The Trustee has no duty or liability to supervise or monitor the performance of the Sponsor, nor does the Trustee have any liability for the acts or omissions of the Sponsor. The FundRISE incurred $1,260$630 and $1,260, in trustee fees for the three months ended December 31,September 30, 2018 and September 30, 2017, and December 31, 2016, respectively, and $2,520 and $2,520 for the six months ended December 31, 2017 and December 31, 2016, respectively, which is included in Other Expenses in the Condensed Statements of Operations. BDRY incurred $630 in trustee fees for the three months ended September 30, 2018, which is included in Other Expenses in the Combined Statements of Operations.

 

(f) Routine Offering, Operational, Administrative and Other Ordinary Expenses

 

Through December 31, 2017,Effective January 1, 2018, the Sponsor, in accordance with the Fund’sRISE Expense Cap limitation, paid all of the routine offering, operational, administrative and other ordinary expenses of the FundRISE in excess of 1.50%1.00% (excluding brokerage commissions and interest expense) of the Fund’sRISE’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. The FundFor the three months ended September 30, 2018, the Sponsor paid $30,066 in accordance with the Expense Cap limitation.

Through December 31, 2017, the Sponsor, in accordance with RISE’s Expense Cap limitation, paid all of the routine offering, operational, administrative and other ordinary expenses of RISE in excess of 1.50% (excluding brokerage commissions and interest expense) of RISE’s average daily net assets, including, but not limited to, accounting and computer services, the fees and expenses of the Trustee, Administrator, Custodian, Transfer Agent and Distributor, legal and accounting fees and expenses, tax return preparation expenses, filing fees, and printing, mailing and duplication costs. RISE incurred $145,510$194,053 and $148,153$127,336 for the three months ended December 31,September 30, 2018 and September 30, 2017, and December 31, 2016, respectively, and $272,846 and $299,860 for the six months ended December 31, 2017 and December 31, 2016, respectively, in routine offering, operational, administrative or other ordinary expenses. See Note 12.

 

The CTA fee waiver for RISE by Sit andexpired December 31, 2017. The CTA fee waiver for RISE was $27,123 for the three months ended September 30, 2017. In addition, the assumption of Fund expenses above the RISE Expense Cap By the Sponsor, pursuant to the undertaking then in effect (as discussed in Note 4a), amounted to $10,686 for the three months ended September 30, 2017.

- 25 -

The Sponsor, in accordance with the BDRY Expense Cap limitation paid, after the waiver of the CTA fee for BDRY by Breakwave, all of the routine offering, operational, administrative and other ordinary expenses of BDRY in excess of 1.00% (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 $178,636 during the three months ended September 30, 2018, in routine offering, operational, administrative or other ordinary expenses.

The CTA fee waiver for BDRY by Breakwave was $13,037 for the three months ended September 30, 2018.

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 $22,330 and $-0-, respectively,$125,190 for the three months ended December 31, 2017, $13,065 and $90,299, respectively, for the three months ended December 31, 2016, $49,453 and $-0-, respectively, for the six months ended December 31, 2017, and $29,400 and $170,290, respectively, for the six months ended December 31, 2016. See Note 12.September 30, 2018.

 

(g) Organizational and Offering Costs

 

Expenses incurred in connection with organizing the FundRISE and up to the offering of its Shares upon commencement of its investment operations on February 19, 2015, were paid by the Sponsor and Sit without reimbursement. Expenses incurred in connection with organizing BDRY and up to the offering of its Shares upon commencement of its investment operations on March 22, 2018, were paid by the Sponsor and Breakwave without reimbursement.

 

Accordingly, all such expenses are not reflected in the Statements of Operations. The FundFunds will bear the costs of itstheir continuous offeringofferings of Shares and ongoing offering expenses. Such ongoing offering costs will be included as a portion of the Routine Offering, Operational, Administrative and Other Ordinary Expenses. These costs will include registration fees for regulatory agencies and all legal, accounting, printing and other expenses associated therewith. These costs will be accounted for as a deferred charge and thereafter amortized to expense over twelve months on a straight-line basis or a shorter period if warranted. For the three months ended December 31,September 30, 2018 and September 30, 2017, and December 31, 2016, respectively, and forRISE did not incur such expenses. For the sixthree months ended December 31, 2017 and December 31, 2016, respectively, the FundSeptember 30, 2018, 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 three months ended December 31,September 30, 2018 and September 30, 2017, and 2016, respectively, and for the six months ended December 31, 2017 and December 31, 2016, respectively, the FundRISE did not incur such expenses.

-19-

ETF MANAGERS GROUP COMMODITY TRUST I

Notes to Interim Financial Statements

December 31, 2017 (unaudited) (continued) For the three months ended September 30, 2018, BDRY did not incur such expenses.

 

(5) Creations and Redemptions

 

TheEach Fund issues and redeems Shares from time to time, but only in one or more Creation Baskets. A Creation Basket is a block of 50,00025,000 Shares (50,000 Shares prior to August 17, 2018) of theeach Fund. Baskets may be created or redeemed only by Authorized Participants.

 

Except when aggregated in Creation Baskets, the Shares are not redeemable securities. Retail investors, therefore, generally will not be able to purchase or redeem Shares directly from or with theeach 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 Financial Statements – such as references to the Transaction Fee imposed on creations and redemptions – is not relevant to retail investors.

- 26 -

 

(a) Transaction Fees on Creation and Redemption Transactions

 

In connection with orders to create and redeem one or more Creation Baskets, an Authorized Participant is required to pay a transaction fee, or AP Transaction Fee, of $500 per order, which goes directly to the Custodian. The AP Transaction Fees are paid by the Authorized Participants and not by the Fund.Funds.

 

(b) Share Transactions (unaudited)

 

Summary of Share Transactions for the Three Months Ended December 31, 2017
  Shares  

Net Assets Increase

( Decrease)

 
Shares Sold  450,000  $10,548,270 
Shares Redeemed  (200,000)  (4,675,760)
Net Increase (Decrease)  250,000  $5,872,510 

SIT RISING RATE ETF

 

Summary of Share Transactions for the Three Months Ended December 31, 2016
Summary of Share Transactions for the Three Months Ended September 30, 2018Summary of Share Transactions for the Three Months Ended September 30, 2018
 Shares  

Net Assets Increase

( Decrease)

  Shares  Net Assets
Increase
 
Shares Sold 50,000  $1,176,905     475,000  $11,786,052 
Shares Redeemed  (50,000) (1,156,240)    (100,000) (2,475,570
Net Increase (Decrease)    $20,665 
Net Increase  375,000  $9,310,482 

 

Summary of Share Transactions for the Six Months Ended December 31, 2017
Summary of Share Transactions for the Three Months Ended September 30, 2017Summary of Share Transactions for the Three Months Ended September 30, 2017
 Shares  

Net Assets Increase

( Decrease)

  Shares  Net Assets
Increase
 
Shares Sold  750,000  $17,374,015  300,000  $6,825,745 
Shares Redeemed  (250,000) (5,823,990)  (50,000 (1,148,230
Net Increase (Decrease)  500,000  $11,550,025 
Net Increase  250,000  $5,677,515 

 

Summary of Share Transactions for the Six Months Ended December 31, 2016
  Shares  

Net Assets Increase

( Decrease)

 
Shares Sold  50,000  $1,176,905 
Shares Redeemed  (350,000)  (7,908,070)
Net Increase (Decrease)  (300,000 $6,731,165 

BREAKWAVE DRY BULK SHIPPING ETF

Summary of Share Transactions for the Three Months Ended September 30, 2018
SharesNet Assets
Increase
Shares Sold$
Shares Redeemed
Net Increase$

- 27 -

 

(6) Risk

 

(a) Investment Related Risk

 

The NAV of the Fund’sRISE’s shares relates directly to the value of the U.S. treasuries, cash and cash equivalents held by the FundRISE and the portfolio’s negative effective duration established and maintained through the Fund’sRISE’s investment in Treasury Instruments. Fluctuations in the prices of these assets could materially adversely affect the value and performance of an investment in the Fund’sRISE’s shares. Past performance is not necessarily indicative of future results; all or substantially all of an investment in the FundRISE could be lost.

 

Investments in debt securities typically decrease in value when interest rates rise, however, the FundRISE attempts to maintain a portfolio with a negative effective duration and therefore anticipates that an increase in interest rates may increase the Fund’sRISE’s value, and a decrease in rates may lower the Fund’sRISE’s value. The NAV of the Fund’sRISE’s shares relates directly to the value of U.S. Treasuries and Treasury Instruments held by the FundRISE which are materially impacted by interest rate movements. The magnitude of the impact on value from a change in interest rates is often greater for longer-term fixed income than shorter-term securities. Interest rates have been near historic lows since the market events of 2008 and may remain low.

 

Interest rate movements are heavily influenced by the action of the Board of Governors of the Federal Reserve System and other central banks. Their actions are based on judgments and policies which involve numerous political and economic factors which are unpredictable. Recent interest rate and monetary policies have been unprecedented and may continue to be so.

 

-20-

ETF MANAGERS GROUP COMMODITY TRUST I

Notes to Interim Financial Statements

December 31, 2017 (unaudited) (continued)

The FundRISE attempts to track a portfolio benchmark. The performance of the FundRISE may not closely track the performance of the benchmark portfolioRISE Benchmark Portfolio for a variety of reasons. For example, the FundRISE incurs operating expenses and portfolio transaction costs not incurred by the benchmark. The FundRISE is also required to manage cash flows and may experience operational inefficiencies the benchmark does not. In addition, the FundRISE may not be fully invested in the contents of its benchmark at all times or may hold securities not included in its benchmark.

 

The FundRISE invests in Treasury Instruments and U.S. treasuries with exposure to different maturity dates. Generally, the Fund’sRISE’s exposure to securities with maturities of 2 and 5 years will be greater than its exposure to securities with maturities of 10 years. Interest rates do not change uniformly for U.S. Treasuries of different maturities and therefore if interest rates rise, the investment performance of the FundRISE will be impacted by the Fund’sRISE’s current maturity exposure which may be different from the expectations of the Sponsor and investors in the Fund.RISE. At any time, the Fund’sRISE’s maturity exposure may not be optimal with respect to a movement in interest rates which would negatively impact performance.

The NAV of BDRY’s shares relates directly to the value of the futures portfolio, cash and cash equivalents held by BDRY. Fluctuations in the prices of these assets could materially adversely affect the value and performance of an investment in BDRY’s shares. Past performance is not necessarily indicative of future results; all or substantially all of an investment in BDRY could be lost.

The NAV of BDRY’s shares relates directly to the value of futures investments held by BDRY which are materially impacted by fluctuations in changes in spot charter rates. Charter rates for dry bulk vessels are volatile and have declined significantly since their historic highs and may remain at low levels or decrease further in the future.

Futures and options contracts have expiration dates. Before or upon the expiration of a contract, BDRY may be required to enter into a replacement contract that is priced higher or that have less favorable terms than the contract being replaced (see “Negative Roll Risk,” below). The Freight Futures market settles in cash against published indices, so there is no physical delivery against the futures contracts. 

Similar to other futures contracts, the Freight Futures curve shape could be either in “contango” (where the futures curve is upward sloping with next futures price higher than the current one) or “backwardation” (where each the next futures price is lower than the current one). Contango curves are generally characterized by negative roll cost, as the expiring contract value is lower that the next prompt contract value, assuming the same lot size. That means there could be losses incurred when the contracts are rolled each period and such losses are independent of the Freight Futures price level.

- 28 -

 

(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,Funds invest, the FundFunds 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 FundFunds 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 FundFunds from limiting losses, realizing gains or achieving a high correlation with the applicable Benchmark Portfolio.

 

(7) Profit and Loss Allocations and Distributions

 

Pursuant to the Trust Agreement, income and expenses are allocatedpro 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 FundFunds as a percentage of total Shareholders’ capital. Distributions (other than redemption of units) may be made at the sole discretion of the Sponsor on apro 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,Funds, has entered into various service agreements that contain a variety of representations, or provide indemnification provisions related to certain risks service providers undertake in performing services which are in the best interests of the Fund.Funds. As of December 31, 2017,September 30, 2018, the FundFunds had not received any claims or incurred any losses pursuant to these agreements and expects the risk of such losses to be remote.

 

(9) Termination

 

The term of theeach Fund is perpetual unless terminated earlier in certain circumstances as described in the applicable Prospectus.

 

-21-

- 29 -

 

ETF MANAGERS GROUP COMMODITY TRUST I

Notes to Interim Financial Statements

December 31, 2017 (unaudited) (continued)

 

(10) Net Asset Value and Financial Highlights

 

The Fund isFunds are presenting, as applicable, the following net asset value and financial highlights related to investment performance for a Share outstanding throughout the three months ended December 31, 2017September 30, 2018 and December 31, 2016, respectively, and the six months ended December 31, 2017 and December 31, 2016, respectively.September 30, 2017. The net investment income and total expense ratios are calculated using average net assets. The net asset value presentation is calculated by dividing theeach Fund’s net assets by the average daily number of Shares outstanding. The net investment income (loss) and expense ratios have been annualized. The total return is based on the change in net asset value and market value of the Shares during the period. An individual investor’s return and ratios may vary based on the timing of their transactions in Fund Shares.

 THREE MONTHS ENDED  THREE MONTHS ENDED 
 SEPTEMBER 30, 2018  SEPTEMBER 30, 2017 
           SIT RISING BREAKWAVE DRY BULK  SIT RISING BREAKWAVE DRY BULK 
 Three Months Ended
December 31,
 Six Months Ended
December 31,
  RATE ETF SHIPPING ETF  RATE ETF SHIPPING ETF* 
 2017 2016 2017 2016             
Net Asset Value                   
Net asset value per Share, beginning of period $23.12 $22.56 $23.15 $22.33  $24.65 $21.98  $23.15  
Net investment income (loss) (0.03) (0.09) (0.07) (0.17) 0.05 (0.18) (0.04)  
Net realized and unrealized gain (loss)  0.56  1.21  0.57  1.52   0.43  0.88   0.01   
Net Income (Loss)  0.53  1.12  0.50  1.35   0.48  0.70   (0.03)   
Net Asset Value per Share, end of period $23.65 $23.68 $23.65 $23.68  $25.13 $22.68  $23.12   
Market Value per Share, end of period $23.76 $23.77(a)$23.76 $23.77(a) $25.12 $22.94  $23.03   
Ratios to Average Net Assets*                   
Expense Ratio***  1.64% 1.66% 1.65% 1.70%  1.11%  4.49 %  1.65 %   
Expense Ratio*** before Waiver/Assumption  1.94% 5.49% 2.11% 5.10%  1.32%  19.87 %  2.35 %   
Net Investment Income (Loss)  (0.57)% (1.46)% (0.61)% (1.49)%  0.80%  (3.03)%  (0.66)%   
Total Return, at Net Asset Value**  2.29% 4.96% 2.16% 6.03%  1.95%  3.18 %           (0.13)%   
Total Return, at Market Value**  3.17% 5.55% 3.21% 6.40%  1.91%  4.08 %  0.04 %   

 

(a)Represents the closing bid/ask mean as of December 31, 2016.

*Percentages are annualized.annualized
**Percentages are not annualized
***For Sit Rising Rate ETF, as of February 19, 2015 and through December 31, 2017, Fund expenses had been capped at 1.50% of average daily net assets, plus commissions and interest, expense as disclosed in Note 4. Effective January 1, 2018, Fund expenses have been capped at 1.00% of average daily net assets, plus brokerage commissions and interest expense. For Breakwave Dry Bulk Shipping ETF, as of March 22, 2018 (commencement of investment operations), Fund expenses have been capped at 3.50% of average daily net assets, plus commissions and interest expense.

 

**   Percentages are not annualized.

- 30 -

 

*** As of February 19, 2015 and through December 31, 2017, Fund expenses had been capped at 1.50% of average daily net assets, plus brokerage commissions and interest expense, as disclosed in Note 4. Effective January 1, 2018, Fund expenses have been capped at 1.00% of average daily net assets, plus brokerage commissions and interest expense (See Note 12).

 

(11) New Accounting Pronouncements

 

In October 2016, the Securities and Exchange Commission (SEC) issued Final Rule Release No. 33-10231, Investment Company Reporting Modernization (the Release). The Release calls for adoption of new rules and forms as well as amendments to its rules and forms to modernize the reporting and disclosure of information by registered investment companies. The SEC is adopting amendments to Regulation S-X, which will require standardized, enhanced disclosure about derivatives in investment company financial statements, as well as other amendments. The updates to Regulation S-X were effective August 1, 2017 and may result in additional disclosure relating to the presentation of derivatives and certain other financial instruments. These updates will have had no impact on the Fund’sFunds’ net assets or results of operations.

 

In November 2016, FASB issued a new Accounting Standards Update No. 2016-18,“Statement of Cash Flows (Topic 230),Restricted Cash, a consensus of the FASB’s Emerging Issues Task Force”(ASU 2016-18”). ASU 2016-18 requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash and restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments in ASU 2016-18 do not provide a definition of restricted cash or restricted cash equivalents. ASU 2016-18 is effective for interim and annual reporting periods beginning after December 15, 2017. This update will havehas had no impact on the Fund’sFunds’ Combined Statements of Cash Flows.

 

(12) Subsequent Events

Effective January 1, 2018, the Sponsor has agreed to waive receipt of the Sponsor Fee and/or assume the Fund’s expenses (excluding brokerage fees, interest expense, and extraordinary expenses) so that the Fund’s total annual expenses do not exceed 1.00% per annum through January 31, 2019.

Further, the CTA fee, calculated daily and paid monthly in arrears was reduced from .50% per annum to .20% per annum of average daily net assets.

In addition to the reduction in the expense limit, effective January 1, 2018, the Sponsor Fee, calculated daily and paid monthly, became the greater of 0.15% of its average daily net assets, or $75,000, and the fees for Principal Financial Officer and Chief Compliance Officer services provided to the Fund by the Sponsor were each increased to $25,000 per annum. Certain additional fees paid to the Sponsor for tax return preparation and regulatory reporting fees were also increased. The Sponsor Fee, fees for the Principal Financial Officer and Chief Compliance Officer, and fees for tax return preparation and regulatory reporting reflect the level of fees charged to the Fund prior to January 1, 2017.

-22-

- 31 -

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

This information should be read in conjunction with the financial statements and notes included in Item 1 of Part I of this Quarterly Report (the “Report”). The discussion and analysis which follows may contain trend analysis and other forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 which reflect our current views with respect to future events and financial results. Words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “seek,” “outlook” and “estimate,” as well as similar words and phrases, signify forward-looking statements. ETF Managers Group Commodity Trust I’s forward-looking statements are not guarantees of future results and conditions, and important factors, risks and uncertainties may cause our actual results to differ materially from those expressed in our forward-looking statements.

 

You should not place undue reliance on any forward-looking statements. Except as expressly required by the Federal securities laws, ETF Managers Capital, LLC undertakes no obligation to publicly update or revise any forward-looking statements or the risks, uncertainties or other factors described in this Report, as a result of new information, future events or changed circumstances or for any other reason after the date of this Report.

 

Overview

 

The Trust is a Delaware statutory trust formed on July 23, 2014. It is a series trust currently consisting of onetwo publicly listed series: Sit Rising Rate ETF (the “Fund”(“RISE”). The Trust also includes one additional series, the and Breakwave Dry Bulk Shipping ETF (“BDRY”) that may be publicly offered in. All of the future but,series of the Trust are collectively referred to as of December 31, 2017, the Fund is currently“Funds” and singularly as the Trust’s only publicly offered series. The“Fund.” Each Fund issues common units, called the “Shares,” representing fractional undivided beneficial interests in the respective Fund. The Trust and the FundFunds operate pursuant to the Trust’s Amended and Restated Declaration of Trust and Trust Agreement (the “Trust Agreement”).

 

The Sponsor has the power and authority to establish and designate one or more series and to issue shares thereof, from time to time as it deems necessary or desirable. The Sponsor has exclusive power to fix and determine the relative rights and preferences as between the shares of any series as to the right of redemption, special and relative rights as to dividends and other distributions and on liquidation, conversion rights, and conditions under which the series shall have separate voting rights or no voting rights. The term for which the Trust is to exist commenced on the date of the filing of the Certificate of Trust, and the Trust, the Fund,Funds, and any additional series created in the future will exist in perpetuity, unless earlier terminated in accordance with the provisions of the Trust Agreement. Separate and distinct records shall be maintained for each Fund and the assets associated with a Fund shall be held in such separate and distinct records (directly or indirectly, including a nominee or otherwise) and accounted for in such separate and distinct records separately from the assets of any other series. The FundFunds and each future series will be separate from all such series in respect of the assets and liabilities allocated to thea Fund and each separate series and will represent a separate investment portfolio of the Trust.

 

The sole Trustee of the Trust is Wilmington Trust, N.A. (the “Trustee”), and the Trustee serves as the Trust’s corporate trustee as required under the Delaware Statutory Trust Act (“DSTA”). The Trustee’s principal offices are located at 1100 North Market Street, Wilmington, Delaware 19890. The Trustee is unaffiliated with the Sponsor. The rights and duties of the Trustee and the Sponsor with respect to the offering of the Shares and Fund management and the shareholders are governed by the provisions of the DSTA and by the Trust Agreement.

 

On January 29, 2015, the initial Form S-1 for the Fund was declared effective by the U.S. Securities and Exchange Commission (“SEC”). On January 8, 2015, 4 Creation Baskets for the Fund were issued representing 200,000 shares and $5,000,000. The Fund began trading on the New York Stock Exchange (“NYSE”) Arca on February 19, 2015.

 

On March 9, 2018, the initial Forms S-1 for BDRY was declared effective by the SEC. On March 21, 2018, two Creation Baskets were issued for the Fund, representing 100,000 shares and $2,500,000. The Fund began trading on the New York Stock Exchange (“NYSE”) Arca on March 22, 2018.

Each Fund is designed and managed to track the performance of a portfolio (the(a “Benchmark Portfolio”) consisting of exchange traded futures contracts and options on futures on 2, 5 and 10-year U.S. Treasury securities (“Treasury Instruments”) weighted to achieve a targeted negative 10-year average effective portfolio durationcontracts (the “Benchmark Component Instruments”).

 

-23- 

- 32 -

 

Sit Rising Rate ETF

The Investment Objective of the Fund

 

The Fund’sRISE’s investment objective is to profit from rising interest rates by tracking the performance of the Benchmark Portfolio consisting of exchange traded futures contracts and options on futures on 2, 5 and 10-year U.S. Treasury securities weighted to achieve a targeted negative 10-year average effective portfolio duration. The Fund seeks to achieve its investment objective by investing in the Benchmark Component Instruments currently constituting the Benchmark Portfolio.

 

The Benchmark Portfolio

 

TheRISE’s Benchmark Portfolio is maintained by Sit Fixed Income Advisors II, LLC (“Sit”), which also serves as the Fund’s commodity trading advisor. The Benchmark Portfolio will be rebalanced, reconstituted, or both, monthly (typically on the 15th of each month or on the next business day if the 15th is a holiday, weekend, or other day on which the national exchanges are closed) to maintain a negative 10-year average effective duration. The Benchmark Portfolio and the Fund will each maintain a short position in Treasury Instruments. The Fund does not use futures contracts or options to obtain leveraged investment results.

 

The Fund will not invest in swaps or other over-the-counter derivative instruments.

 

The Benchmark Component Instruments currently constituting the Benchmark Portfolio as of December 31, 2017September 30, 2018 include:

 

Name Ticker  Market Value USD 
US 10YR FUT OPTN FEB18P 124.5  TYG8P124.5  $63,281 
UNITED STATES TREAS BILLS  912796NX3   30,409,644 
US 5YR NOTE MAR18  FVH8   (36,475,516)
US 2 YR NOTE MAR18  TUH8   (60,164,735)
US 5YR FUTR OPTN FEB18C 116  FVG8C116   (19,250)
Name Ticker  Market Value USD 
US 10YR FUT OPTN DEC18P 119.50  TYZ8P119.5  $180,062 
UNITED STATES TREAS BILLS  912796QB8   50,691,471 
US 5YR NOTE DEC18  FVZ8   (62,986,875)
US 2 YR NOTE DEC18  TUZ8   (120,329,329)
US 5YR FUTR OPTN NOV18C 112.50  FVX8C112.5   (42,891)

 

The Benchmark Component Instruments currently constituting the Benchmark Portfolio and anticipated rebalancing dates, as well as the daily holdings of the Fund, are available on the Fund’s website atwww.risingrateetf.com.

 

The weighting of the Treasury Instruments constituting the Benchmark Component Instruments will be based on each maturity’s duration contribution. The expected range for the duration weighted percentage of the 2-year and 5-year maturity Treasury Instruments will be from 30% to 70%. The expected range for the duration weighted percentage of the 10-year maturity Treasury Instruments will be from 5% to 25%. The relative weightings of the Benchmark Component Instruments will be shifted between maturities when there are material changes in the shape of the yield curve, for example, if the Federal Reserve began raising short term interest rates more than long term interest rates. In such an instance, Sit, which maintains the Benchmark Portfolio, will increase the weightings of the 2-year and reduce the weighting in the 10-year maturity Treasury Instruments. Conversely, Sit will do the opposite if the Federal Reserve began raising long term interest rates more than short term interest rates. Reconstitution and rebalancing each will occur monthly, on the 15th, except for as noted above or if there are radical changes in the yield curve such that effective duration is outside of a range from negative nine to negative 11-year average effective duration, in which case Sit will adjust the maturities of the Treasury Instruments before the next expected monthly reconstitution.

 

The Sponsor anticipates that approximately 5% to 15% of the Fund’s assets will be used as payment for or collateral for Treasury Instruments. In order to collateralize its Treasury Instrument positions, the Fund will hold such assets, from which it will post margin to its FCM, in an amount equal to the margin required by the relevant exchange, and transfer to its FCM any additional amounts that may be separately required by the FCM. When establishing positions in Treasury Instruments, the Fund will be required to deposit initial margin with a value of approximately 3% to 10% of the value of each Treasury Instrument position at the time it is established. These margin requirements are subject to change from time to time by the exchange or the FCM. On a daily basis, the Fund will be obligated to pay, or entitled to receive, variation margin in an amount equal to the change in the daily settlement level of its Treasury Instruments positions. Any assets not required to be posted as margin with the FCM will be held at the Fund’s administrator in cash or cash equivalents as discussed below.

 

-24- 

- 33 -

 

The Benchmark Portfolio will be invested in Benchmark Component Instruments and rebalanced, as noted above, to maintain a negative average effective portfolio duration of approximately 10 years. Duration is a measure of estimated price sensitivity relative to changes in interest rates. Portfolios with longer durations are typically more sensitive to changes in interest rates. For example, if interest rates rise by 1%, the market value of a security with an effective duration of 5 years would decrease by 5%, with all other factors being constant, and likewise the market value of a security with an effective duration of negative 5 years would increase by 5%, with all other factors being constant. Duration estimates are based on assumptions by Sit and are subject to a number of limitations. Duration is a more accurate estimate of price sensitivity provided interest rate changes are small and occur equally in short-term and long-term securities. Investments in debt securities typically decrease in value when interest rates rise. The risk is usually greater for longer-term debt securities.

 

The Fund will incur certain expenses in connection with its operations. The Fund will hold cash or cash equivalents such as U.S. Treasuries or other high credit quality, short-term fixed-income or similar securities for direct investment or as collateral for the Treasury Instruments and for other liquidity purposes and to meet redemptions that may be necessary on an ongoing basis. These expenses and income from the cash and cash equivalent holdings may cause imperfect correlation between changes in the Fund’s NAV and changes in the Benchmark Portfolio, because the Benchmark Portfolio does not reflect expenses or income.

 

Breakwave Dry Bulk Shipping ETF

The Investment Objective of the Fund

BDRY’s investment objective is to provide investors with exposure to the daily change in the price of dry bulk freight futures by tracking the performance of the Benchmark Portfolio consisting of exchange-cleared futures contracts on the cost of shipping dry bulk freight (“Freight Futures”). BDRY seeks to achieve its investment objective by investing substantially all of its assets in the Freight Futures currently constituting the Benchmark Portfolio.

The Benchmark Portfolio

BDRY’s Benchmark Portfolio is maintained by Breakwave Advisors LLC (“Breakwave”), which also serves as the Fund’s commodity trading advisor. The Benchmark Portfolio consists of the Freight Futures, which are a three-month strip of the nearest calendar quarter of futures contracts on specified indexes (each a “Reference Index”) that measure rates for shipping dry bulk freight. Each Reference Index is published each United Kingdom business day by the London-based Baltic Exchange Ltd. (the “Baltic Exchange”) and measures the charter rate for shipping dry bulk freight in a specific size category of cargo ship – Capesize, Panamax or Supramax. The three Reference Indexes are as follows:

Capesize: the Capesize 5TC Index;

Panamax: the Panamax 4TC Index; and

Supramax: the Supramax 6TC Index.

The Benchmark Component Instruments currently constituting the Benchmark Portfolio as of September 30, 2018 include:

Name Ticker Market Value USD 
Baltic Panamax Time Charter Oct 18 BFFAP V18 Index $384,120 
Baltic Panamax Time Charter Nov 18 BFFAP X18 Index  378,120 
Baltic Panamax Time Charter Dec 18 BFFAP Z18 Index  373,140 
Baltic Supramax Time Charter Oct 18 BFFAS V18 Index  127,450 
Baltic Supramax Time Charter Nov 18 BFFAS X18 Index  126,200 
Baltic Supramax Time Charter Dec 18 BFFAS Z18 Index  123,240 
Baltic Capesize Time Charter Oct 18 BFFATC V18 Index  544,575 
Baltic Capesize Time Charter Nov 18 BFFATC X18 Index  629,175 
Baltic Capesize Time Charter Dec 18 BFFATC Z18 Index  606,450 

The value of the Capesize 5TC Index is disseminated at 11:00 a.m., London Time and the value of the Panamax 4TC Index and the Supramax 6TC Index each is disseminated at 1:00 p.m., London Time. The Reference Index information disseminated by the Baltic Exchange also includes the components and value of each component in each Reference Index. Such Reference Index information also is widely disseminated by Reuters and/or other major market data vendors.

BDRY seeks to achieve its investment objective by investing substantially all of its assets in the Freight Futures currently constituting the Benchmark Portfolio. BDRY’s Benchmark Portfolio will include all existing positions to maturity and settle them in cash. During any given calendar quarter, BDRY’s Benchmark Portfolio will progressively increase its position to the next calendar quarter three-month strip, thus maintaining constant exposure to the Freight Futures market as positions mature.

- 34 -

BDRY’s Benchmark Portfolio will maintain long-only positions in Freight Futures. The Benchmark Portfolio will include a combination of Capesize, Panamax and Supramax Freight Futures. More specifically, the Benchmark Portfolio will include 50% exposure in Capesize Freight Futures contracts, 40% exposure in Panamax Freight Futures contracts and 10% exposure in Supramax Freight Futures contracts. The Benchmark Portfolio will not include and the Fund will not invest in swaps, non-cleared dry bulk freight forwards or other over-the-counter derivative instruments that are not cleared through exchanges or clearing houses. The Fund may hold exchange-traded options on Freight Futures. The Benchmark Portfolio is maintained by Breakwave and will be rebalanced annually. The Freight Futures currently constituting the Benchmark Portfolio, as well as the daily holdings of the Fund will be available on the Fund’s website atwww.drybulketf.com.

When establishing positions in Freight Futures, BDRY will be required to deposit initial margin with a value of approximately 10% to 40% of the notional value of each Freight Futures position at the time it is established. These margin requirements are established and subject to change from time to time by the relevant exchanges, clearing houses or the Fund’s futures commission merchant (“FCM”). On a daily basis, the Fund will be obligated to pay, or entitled to receive, variation margin in an amount equal to the change in the daily settlement level of its Freight Futures positions. Any assets not required to be posted as margin with the FCM will be held at the Fund’s custodian in cash or cash equivalents.

BDRY will hold cash or cash equivalents such as U.S. Treasuries or other high credit quality, short-term fixed-income or similar securities for direct investment or as collateral for the U.S. Treasuries and for other liquidity purposes and to meet redemptions that may be necessary on an ongoing basis. The Fund may also realize interest income from its holdings in U.S. Treasuries or other market rate instruments.

The Sponsor

 

ETF Managers Capital, LLC is the sponsor of the Trust and the Fund.Funds. The Sponsor is a Delaware limited liability company, formed on June 12, 2014. The principal office is located at 30 Maple Street, Suite 2, Summit, NJ 07901. The Sponsor is registered as a commodity pool operator (“CPO”) with the Commodity Futures Trading Commission (“CFTC”) and became a member of the National Futures Association (“NFA”) on September 23, 2014. The Trust and the FundFunds operate pursuant to the Trust Agreement.

 

The Sponsor is a wholly-owned subsidiary of Exchange Traded Managers Group LLC (“ETFMG”), a limited liability company domiciled and headquartered in New Jersey. The Sponsor maintains its main business office at 30 Maple Street, Suite 2, Summit, NJ 07901.

 

Under the Trust Agreement, the Sponsor has exclusive management and control of all aspects of the Trust’s business. The Trustee has no duty or liability to supervise the performance of the Sponsor, nor will the Trustee have any liability for the acts or omissions of the Sponsor. The shareholders have no voice in the day to day management of the business and operations of the FundFunds and the Trust, other than certain limited voting rights as set forth in the Trust Agreement. In the course of its management of the business and affairs of the FundFunds and the Trust, the Sponsor may, in its sole and absolute discretion, appoint an affiliate or affiliates of the Sponsor as additional sponsors and retain such persons, including affiliates of the Sponsor, as it deems necessary to effectuate and carry out the purposes, business and objectives of the Trust.

 

-25- 

- 35 -

 

Results of Operations

 

(LINE GRAPHN) Sit Rising Rate ETF

 

NEITHER THE PAST PERFORMANCE OF THE FUND NOR THE PRIOR INDEX LEVELS AND CHANGES, POSITIVE OR NEGATIVE, SHOULD BE TAKEN AS AN INDICATION OF THE FUND’S FUTURE PERFORMANCE.

 

The per Share market value of RISE and its NAV tracked closely for the three months ended December 31, 2017.September 30, 2018.

- 36 -

 

(LINE GRAPHN) 

NEITHER THE PAST PERFORMANCE OF THE FUND NOR THE PRIOR INDEX LEVELS AND CHANGES, POSITIVE OR NEGATIVE, SHOULD BE TAKEN AS AN INDICATION OF THE FUND’S FUTURE PERFORMANCE.

The per Share market value of RISE and its NAV tracked closely for the three months ended December 31, 2016.September 30, 2017.

-26- 

- 37 -

 

(LINE GRAPH) 

 

NEITHER THE PAST PERFORMANCE OF THE FUND NOR THE PRIOR INDEX LEVELS AND CHANGES, POSITIVE OR NEGATIVE, SHOULD BE TAKEN AS AN INDICATION OF THE FUND’S FUTURE PERFORMANCE.

The per Share market value of RISE and its NAV tracked closely for the six months ended December 31, 2017.

(LINE GRAPHN) 

NEITHER THE PAST PERFORMANCE OF THE FUND NOR THE PRIOR INDEX LEVELS AND CHANGES, POSITIVE OR NEGATIVE, SHOULD BE TAKEN AS AN INDICATION OF THE FUND’S FUTURE PERFORMANCE.

The per Share market value of RISE and its NAV tracked closely for the six months ended December 31, 2016.

-27- 

(LINE GRAPHN) 

NEITHER THE PAST PERFORMANCE OF THE FUND NOR THE PRIOR BENCHMARK PORTFOLIO LEVELS AND CHANGES, POSITIVE OR NEGATIVE, SHOULD BE TAKEN AS AN INDICATION OF THE FUND’S FUTURE PERFORMANCE.

The graph above compares the return of RISE with the benchmark portfolio returns for the three months ended December 31, 2017.September 30, 2018. The difference in the NAV price and the benchmark value often results in the appearance of a NAV premium or discount to the benchmark. The difference is related to the cumulative impact on NAV of the Fund’s income and expenses during the period presented in the chart above.

 

(LINE GRAPHN) 

- 38 -

  

NEITHER THE PAST PERFORMANCE OF THE FUND NOR THE PRIOR BENCHMARK PORTFOLIO LEVELS AND CHANGES, POSITIVE OR NEGATIVE, SHOULD BE TAKEN AS AN INDICATION OF THE FUND’S FUTURE PERFORMANCE.

 

The graph above compares the return of RISE with the benchmark portfolio returns for the three months ended December 31, 2016.September 30, 2017. The difference in the NAV price and the benchmark value often results in the appearance of a NAV discount to the benchmark. The difference is related to the cumulative impact on NAV of the Fund’s expenses during the period presented in the chart above.

 

- 39 -

-28- 

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2018

Fund Share Price Performance

During the three months ended September 30, 2018, the NYSE Arca market value of each Share increased (+1.87%) from $24.66 per Share, representing the closing trade on June 29, 2018, to $25.12 per Share, representing the closing price on September 28, 2018. The Share price high and low for the three months ended September 30, 2018 and related change from the closing Share price on June 29, 2018 were as follows: Shares traded from a high of $25.29 per Share (+2.55%) on September 25, 2018 to a low of $24.53 per Share (-0.53%) on August 29, 2018.

Fund Share Net Asset Performance

For the three months ended September 30, 2018, the net asset value of each Share increased (+1.95%) from $24.65 per Share, representing the closing net asset value per Share on June 29, 2018, to $25.13 per Share. Net gains in the investments, futures and options contracts more than offset Fund expenses which resulted in the overall increase in the NAV per Share during the three months ended September 30, 2018.

Net income for the three months ended September 30, 2018, was $1,111,055, resulting from net unrealized gains on investments, futures and options contracts of $1,715,697, net realized losses on investments, futures and options contracts of $723,391 and the net investment income of $118,749.

- 40 -

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2017

Fund Share Price Performance

During the three months ended September 30, 2017, the NYSE Arca market value of each Share increased (+0.04%) from $23.02 per Share, representing the closing trade on June 30, 2017, to $23.03 per Share, representing the closing price on September 29, 2017. The Share price high and low for the three months ended September 30, 2017 and related change from the closing Share price on June 30, 2017 were as follows: Shares traded from a high of $23.15 per Share (+0.57%) on July 6, 2017 to a low of $22.59 per Share (-1.87%) on August 29, 2017.

Fund Share Net Asset Value Performance

For the three months ended September 30, 2017, the net asset value of each Share decreased slightly (-0.13%) from $23.15 per Share, representing the closing net asset value per Share on June 30, 2017, to $23.12 per Share. While unrealized gains in the investments, futures and options contracts more than offset net realized losses on investments, futures and options contracts, and Fund expenses, the timing of Fund Shares created and redeemed negatively impacted the otherwise positive performance which resulted in the overall slight decrease in the NAV per Share during the three months ended September 30, 2017.

Net income for the three months ended September 30, 2017, was $76,872, resulting from net unrealized gains on investments, futures and options contracts of $221,490, net realized losses on investments, futures and options contracts of $108,735, and the net investment loss of $35,883.

- 41 -

Breakwave Dry Bulk Shipping ETF

 

During the three months ended September 30, 2018, dry bulk rates posted strong performances, with Capesize rates peaking at around 27,000 per day, their best level in about five years. Considerable demand for iron ore transportation out of Brazil combined with strong coal trading were the main reasons for such a performance. Towards the end of the quarter, Capesize rates experienced a correction, touching 15,000 per day. However, the average for the quarter marked the best performance for Capesize rates since 2010. Panamax rates also experienced a strong performance during the quarter, despite uncertainties regarding the US-China trade as it relates to soybeans.

Looking forward, uncertainty regarding global trade and the ongoing discussion between U.S. and China regarding trade, remain the main uncertainty as it relates to shipping. In addition, some softer economic numbers out of China also can have a negative impact on shipping going forward. As such, the fourth quarter might not experience the same seasonal upturn as it has in recent years. Looking into next year, there are positive expectations for the impact of the upcoming change in 2020 relating to fuel specifications that might positively affect shipping rates. 

(LINE GRAPHN) NEITHER THE PAST PERFORMANCE OF THE FUND NOR THE PRIOR INDEX LEVELS AND CHANGES, POSITIVE OR NEGATIVE, SHOULD BE TAKEN AS AN INDICATION OF THE FUND’S FUTURE PERFORMANCE.

The per Share market value of BDRY and its NAV tracked closely for the three months ended September 30, 2018.

- 42 -

NEITHER THE PAST PERFORMANCE OF THE FUND NOR THE PRIOR BENCHMARK PORTFOLIO LEVELS AND CHANGES, POSITIVE OR NEGATIVE, SHOULD BE TAKEN AS AN INDICATION OF THE FUND’S FUTURE PERFORMANCE.

The graph above compares the return of RISEBDRY with the benchmark portfolio returns for the sixthree months ended December 31, 2017.September 30, 2018. The difference in the NAV price and the benchmark value often results in the appearance of a NAV premium or discount to the benchmark. The difference is relatedDifferences in the benchmark return and the BDRY net asset value per share are due primarily to the cumulative impact on NAVfollowing factors:

oBenchmark portfolio uses settlement prices of freight futures vs. BDRY closing Share price,

oBenchmark portfolio roll methodology assumes rolls that can happen even at fractions of lots vs. BDRY that uses the real minimum market lot available (5 days per months),

oBenchmark portfolio assumes rolls are happening at the settlement price of the day vs. that buys at a transaction price during the day that might or might not be equal to the settlement price,
oBenchmark portfolio assumes no trading commissions vs. BDRY that pays 10bps for each transaction,
oBenchmark portfolio assumes no clearing fees vs. BDRY that pays approximately 3-5bps of total clearing fees for each trade,
oBenchmark portfolio assumes no management fees vs. BDRY fee structure of 3.5% of average net assets on an annualized basis, and

oCreations and redemptions that lead to transactions that occur at prices that might be different than the settlement prices

There are no competitors. BDRY is the Fund’s expenses during the period presented in the chart above.only Freight futures ETF globally.

 

 (LINE GRAPHN)

NEITHER THE PAST PERFORMANCE OF THE FUND NOR THE PRIOR BENCHMARK PORTFOLIO LEVELS AND CHANGES, POSITIVE OR NEGATIVE, SHOULD BE TAKEN AS AN INDICATION OF THE FUND’S FUTURE PERFORMANCE.

The graph above compares the return of RISE with the benchmark portfolio returns for the year ended December 31, 2016. The difference in the NAV price and the benchmark value often results in the appearance of a NAV discount to the benchmark. The difference is related to the cumulative impact on NAV of the Fund’s expenses.

-29- 

FOR THE THREE MONTHS ENDED DECEMBER 31, 2017SEPTEMBER 30, 2018

 

Fund Share Price Performance

 

During the three months ended December 31, 2017,September 30, 2018, the NYSE Arca market value of each Share increased (+3.17%4.08%) from $23.03$22.04 per Share, representing the closing trade on SeptemberJune 29, 2017,2018, to $23.76$22.94 per Share, representing the closing price on December 29, 2017.September 28, 2018. The Share price high and low for the three months ended December 31, 2017September 30, 2018 and related change from the closing Share price on SeptemberJune 29, 20172018 was as follows: Shares traded from a high of $23.81$25.60 per Share (+3.39%16.15%) on December 22, 2017 and December 26, 2017August 21, 2018 to a low of $22.99$21.84 per Share (-0.17%(-0.91%) on October 13, 2017.July 2, 2018.

 

Fund Share Net Asset Performance

 

For the three months ended December 31, 2017,September 30, 2018, the net asset value of each Share increased (+2.29%3.18%) from $23.12$21.98 per Share representing the closing net asset value per Share on September 30, 2017, to $23.65$22.68 per Share. Gains in the investments, futures and optionsfutures contracts more than offset unrealized losses in investments and futures contracts, and Fund expenses, which resulted in the overall increase in the NAV per Share during the three months ended December 31, 2017.September 30, 2018.

 

Net income for the three months ended December 31, 2017,September 30, 2018, was $643,981,$105,404, resulting from net realized gains on investments, futures and optionsfutures contracts of $623,759, net$303,269, unrealized gainslosses on investments, futures and options contracts of $63,170$170,585 and the net investment loss of $42,948.

FOR THE THREE MONTHS ENDED DECEMBER 31, 2016

Fund Share Price Performance

During the three months ended December 31, 2016, the NYSE Arca market value of each Share increased (+5.55%) from $22.52 per Share, representing the closing trade on September 30, 2016, to $23.77 per Share, representing the closing price on December 31, 2016. The Share price high and low for the three months ended December 31, 2016 and related change from the closing Share price on September 30, 2016 was as follows: Shares traded from a high of $24.09 per Share (+6.97%) on December 15, 2016 and December 16, 2016 to a low of $22.60 per Share (+0.36%) on November 4, 2016.

Fund Share Net Asset Value Performance

For the three months ended December 31, 2016, the net asset value of each Share increased (+4.96%) from $22.56 per Share, representing the closing net asset value per Share on September 30, 2016, to $23.68 per Share. Gains in the investments, futures and options contracts more than offset Fund expenses which resulted in the overall increase in the NAV per Share during the three months ended December 31, 2016.

Net income for the three months ended December 31, 2016, was $481,663, resulting from net realized gains on investments, futures and options contracts of $440,450, net unrealized gains on investments, futures and options contracts of $80,533, and the net investment loss of $39,320.

FOR THE SIX MONTHS ENDED DECEMBER 31, 2017

Fund Share Price Performance

During the six months ended December 31, 2017, the NYSE Arca market value of each Share increased (+3.21%) from $23.02 per Share, representing the closing trade on June 30, 2017, to $23.76 per Share, representing the closing price on December 29, 2017. The Share price high and low for the six months ended December 31, 2017 and related change from the closing Share price on June 30, 2017 was as follows: Shares traded from a high of $23.81 per Share (+3.43%) on December 22, 2017 and December 26, 2017 to a low of $22.59 per Share (-1.87%) on August 29, 2017.

Fund Share Net Asset Performance

For the six months ended December 31, 2017, the net asset value of each Share increased (+2.16%) from $23.15 per Share, representing the closing net asset value per Share on June 30, 2017, to $23.65 per Share. Gains in the investments, futures and options contracts more than offset Fund expenses which resulted in the overall increase in the NAV per Share during the six months ended December 31, 2017.

Net income for the six months ended December 31, 2017, was $720,853, resulting from net realized gains on investments, futures and options contracts of $515,024, net unrealized gains on investments, futures and options contracts of $284,660 and the net investment loss of $78,831.

FOR THE SIX MONTHS ENDED DECEMBER 31, 2016

Fund Share Price Performance

During the six months ended December 31, 2016, the NYSE Arca market value of each Share increased (+6.40%) from $22.34 per Share, representing the closing trade on June 30, 2016, to $23.77 per Share, representing the closing price on December 31, 2016. The Share price high and low for the six months ended December 31, 2016 and related change from the closing Share price on June 30, 2016 was as follows: Shares traded from a high of $24.09 per Share (+7.83%) on December 15, 2016 and December 16, 2016 to a low of $22.17 per Share (-0.76%) on July 5, 2016.

Fund Share Net Asset Value Performance

For the six months ended December 31, 2016, the net asset value of each Share increased (+6.03%) from $22.33 per Share, representing the closing net asset value per Share on June 30, 2016, to $23.68 per Share. Gains in the investments, futures and options contracts more than offset Fund expenses which resulted in the overall increase in the NAV per Share during the six months ended December 31, 2016.

Net income for the six months ended December 31, 2016, was $640,897, resulting from net realized gains on investments, futures and options contracts of $374,324, net unrealized gains on investments, futures and options contracts of $354,400, and the net investment loss of $87,827. 

$27,280.

 

-30- 

- 43 -

 

Calculating NAV

 

The Fund’s NAV is calculated by:

 

 Taking the current market value of its total assets;

 Subtracting any liabilities; and

 Dividing that total by the total number of outstanding shares.

-31- 

 

The Administrator calculates the NAV of the Fund once each NYSE Arca trading day. The NAV for a particular trading day is released after 4:00 p.m. New York time.E.T. Trading during the core trading session on the NYSE Arca typically closes at 4:00 p.m. New York time.E.T. The Administrator uses the CME closing price (determined at the earlier of the close of the CME or 2:30 p.m. New York time)E.T.) for the contracts traded on the CME, butwith respect to RISE, and the Baltic Exchange settlement price for the Freight Futures and option contracts, with respect to BDRY. The Administrator calculates or determines the value of all other Fund investments using market quotations, if available, or other information customarily used to determine the fair value of such investments as of the earlier of the close of the NYSE Arca or(normally 4:00 p.m. New York time,E.T.), in accordance with the current Administrative Agency Agreement among U.S. Bancorp Fund Services, the Fund and the Sponsor. “OtherFor purposes of calculating the NAV of RISE, “other information” customarily used in determining fair value includes information consisting of market data in the relevant market supplied by one or more third parties including, without limitation, relevant rates, prices, yields, yield curves, volatilities, spreads, correlations or other market data in the relevant market; or information of the types described above from internal sources if that information is of the same type used by the Fund in the regular course of its business for the valuation of similar transactions. The information may include costs of funding, to the extent costs of funding are not and would not be a component of the other information being utilized. Third parties supplying quotations or market data may include, without limitation, dealers in the relevant markets, end-users of the relevant product, information vendors, brokers and other sources of market information.

 

In addition, in order to provide updated information relating to the Fund for use by investors and market professionals, the NYSE Arca calculates and disseminatesan updated indicative fund value (“IFV”) is made available through on-line information services throughout the core trading session hours of 9:30 a.m. E.T. to 4:00 p.m. E.T. on each trading day an updated indicative fund value.day. The indicative fund valueIFV is calculated by using the prior day’s closing NAV per share of the Fund as a base and updating that value throughout the trading day to reflect changes in the most recently reported trade price for the futures andand/or options held by the Fund traded onFund. For BDRY, certain Freight Futures brokers provide real time pricing information to the CME.general public either through their websites or through data vendors such as Bloomberg or Reuters. The indicative fund value share basisIFV disseminated during NYSE Arca core trading session hours should not be viewed as an actual real time update of the NAV, because the NAV is calculated only once at the end of each trading day based upon the relevant end of day values of the Fund’s investments.

 

The indicative fund valueIFV is disseminated on a per share basis every 15 seconds during regular NYSE Arca core trading session hours of 9:30 a.m. New York time to 4:00 p.m. New York time.hours. The normal trading hours of the CME are 10:00 a.m. New York timeE.T. to 2:30 p.m. New York time.E.T.. The customary trading hours of the Freight Futures trading are 3:00 a.m. E.T. to 12:00 p.m. E.T. This means that there is a gap in time at the beginning andand/or the end of each day during which thea Fund’s shares are traded on the NYSE Arca, but real-time CME trading prices for contracts traded on the CME are not available. During such gaps in time the indicative fund valueIFV will be calculated based on the end of day price of such contracts from the CME’sCMR’s or Baltic Exchange’s, as applicable, immediately preceding trading session. In addition, other investments and U.S. Treasuries held by the Fund will be valued by the Administrator, using rates and points received from client-approved third party vendors (such as Reuters and WM Company) and advisor or broker-dealer quotes. These investments will not be included in the indicative fund value.IFV.

 

The NYSE Arca disseminates the indicative fund valueIFV through the facilities of CTA/CQ High Speed Lines. In addition, the indicative fund valueIFV is published on the NYSE Arca’s website and is available through on-line information services such as Bloomberg and Reuters.

 

- 44 -

Dissemination of the indicative fund valueIFV provides additional information that is not otherwise available to the public and is useful to investors and market professionals in connection with the trading of the Funda Fund’s shares on the NYSE Arca. Investors and market professionals are able throughout the trading day to compare the market price of the Funda Fund’s shares and the indicative fund value.IFV. If the market price of the Funda Fund’s shares diverges significantly from the indicative fund value,IFV, market professionals will have an incentive to execute arbitrage trades. For example, if the Fund appearsa Fund’s shares appear to be trading at a discount compared to the indicative fund value,IFV, a market professional could buy the Fund shares on the NYSE Arca and take the opposite position in Treasury Instruments.Instruments or Freight Futures, as applicable. Such arbitrage trades can tighten the tracking between the market price of the Funda Fund’s shares and the indicative fund valueIFV and thus can be beneficial to all market participants.

 

Critical Accounting Policies

 

TheEach Fund’s critical accounting policies are as follows:

 

Preparation of the financial statements and related disclosures in accordance with U.S. generally accepted accounting principles requires the application of appropriate accounting rules and guidance, as well as the use of estimates. The Fund’sFunds’ application of these policies involves judgments and the use of estimates. Actual results may differ from the estimates used and such differences could be material. TheEach Fund holds a significant portion of its assets in futures contracts and a money market fund,funds, which are held at fair value.

 

TheEach Fund calculates its net asset value as of the NAV Calculation Time as described above.

 

-32- 

The values which are used by the FundFunds for itstheir Treasury Instruments and Freight Futures, as applicable, are provided by itsthe applicable Fund’s commodity broker, whowhich uses market prices when available. In addition, the Fund estimatesFunds estimate interest income on a daily basis using prevailing rates earned on itstheir cash and cash equivalents. These estimates are adjusted to the actual amount received on a monthly basis and the difference, if any, is not considered material.

 

Credit Risk

 

When thea Fund enters into Benchmark Component Instruments, it will be exposed to the credit risk that the counterparty will not be able to meet its obligations. For purposes of credit risk, the counterparty for the Benchmark Component Instruments traded on or cleared by the CME and other futures exchanges is the clearinghouse associated with those exchanges. In general, clearinghouses are backed by their members who may be required to share in the financial burden resulting from the nonperformance of one of their members, which should significantly reduce credit risk. There can be no assurance that any counterparty, clearinghouse, or their financial backers will satisfy their obligations to the Fund.Funds.

 

The Sponsor will attempt to minimize certain of these market and credit risks by normally:

 

 executing and clearing trades with creditworthy counterparties, as determined by the Sponsor;
 limiting the outstanding amounts due from counterparties of the Fund;Funds;
 not posting margin directly with a counterparty;
 limiting the amount of margin or premium posted at the FCM; and
 ensuring that deliverable contracts are not held to such a date when delivery of an underlying asset could be called for.

 

The Commodity Exchange Act (“CEA”) requires all FCMs, such as the Fund’s clearing broker,brokers, to meet and maintain specified fitness and financial requirements, to segregate customer funds from proprietary funds and account separately for all customers’ funds and positions, and to maintain specified books and records open to inspection by the staff of the CFTC. The CFTC has similar authority over introducing brokers, or persons who solicit or accept orders for commodity interest trades but who do not accept margin deposits for the execution of trades. The CEA authorizes the CFTC to regulate trading by FCMs and by their officers and directors, permits the CFTC to require action by exchanges in the event of market emergencies, and establishes an administrative procedure under which customers may institute complaints for damages arising from alleged violations of the CEA. The CEA also gives the states powers to enforce its provisions and the regulations of the CFTC.

 

- 45 -

On November 14, 2013, the CFTC published final regulations that require enhanced customer protections, risk management programs, internal monitoring and controls, capital and liquidity standards, customer disclosures and auditing and examination programs for FCMs. The rules are intended to afford greater assurances to market participants that customer segregated funds and secured amounts are protected, customers are provided with appropriate notice of the risks of futures trading and of the FCMs with which they may choose to do business, FCMs are monitoring and managing risks in a robust manner, the capital and liquidity of FCMs are strengthened to safeguard the continued operations and the auditing and examination programs of the CFTC and the self-regulatory organizations are monitoring the activities of FCMs in a thorough manner.

 

Liquidity and Capital Resources

 

The Fund doesFunds do not anticipate making use of borrowings or other lines of credit to meet itstheir obligations. The FundFunds meets itstheir liquidity needs in the normal course of business from the proceeds of the sale of itstheir investments or from the cash, cash equivalents and/or the collateralizing Treasury Securities that it holds.they hold. The Fund’sFunds’ liquidity needs include: redeeming itstheir shares, providing margin deposits for existing Benchmark Component Instruments, the purchase of additional Benchmark Component Instruments, and paying expenses.

 

The Fund generatesFunds generate cash primarily from (i) the sale of Creation Baskets and (ii) interest earned on cash, cash equivalents and their investments in collateralizing Treasury Securities. Generally, all of the net assets of the FundFunds are allocated to trading in Benchmark Component Instruments. Most of the assets of the FundFunds are held in Treasury Instruments, cash and/or cash equivalents that could or are used as margin or collateral for trading in Benchmark Component Instruments. The percentage that such assets bear to the total net assets will vary from period to period as the market values of the Benchmark Component Instruments change. InterestInterests earned on interest-bearing assets of the Fund isFunds are paid to the Fund.Funds.

-33- 

 

The investments of the FundFunds in Benchmark Component Instruments could be subject to periods of illiquidity because of market conditions, regulatory considerations and other reasons. Such conditions could prevent the FundFunds from promptly liquidating a position in Benchmark Component Instruments.

 

Market Risk

 

Trading in Benchmark Component Instruments such as futures contracts will involve the FundFunds entering into contractual commitments to purchase or sell specific amounts of instruments at a specified date in the future. The gross or face amount of the contracts is expected to significantly exceed the future cash requirements of the FundFunds as the Fund intendsFunds intend to close out any open positions prior to the contractual expiration date. As a result, the Fund’sFunds’ market risk is the risk of loss arising from the decline in value of the contracts, not from the need to make delivery under the contracts. The Fund considersFunds consider the “fair value” of derivative instruments to be the unrealized gain or loss on the contracts. The market risk associated with the commitment by the FundFunds to purchase a specific contract will be limited to the aggregate face amount of the contracts held.

 

The exposure of the FundFunds to market risk will depend on a number of factors including the markets for the specific instrument, the volatility of interest rates and foreign exchange rates, the liquidity of the instrument-specific market and the relationships among the contracts held by the Fund.Funds.

 

Regulatory Environment

 

The regulation of futures markets, futures contracts, and futures exchanges has historically been comprehensive. The CFTC and the exchanges are authorized to take extraordinary actions in the event of a market emergency including, for example, the retroactive implementation of speculative position limits, increased margin requirements, the establishment of daily price limits and the suspension of trading.

 

The regulation of commodity interest transactions in the United States is an evolving area of law and is subject to ongoing modification by governmental and judicial action. Considerable regulatory attention has been focused on non-traditional investment pools that are publicly distributed in the United States. There is a possibility of future regulatory changes within the United States altering, perhaps to a material extent, the nature of an investment in the Fund,Funds, or the ability of the FundFunds to continue to implement itstheir investment strategy.strategies. The effect of any future regulatory change on the FundFunds is impossible to predict but could be substantial and adverse.

- 46 -

 

The CFTC possesses exclusive jurisdiction to regulate the activities of commodity pool operators and commodity trading advisors with respect “commodity interests,” such as futures, swaps and options, and has adopted regulations with respect to the activities of those persons and/or entities. Under the CEA, a registered CPO, such as the Sponsor, is required to make annual filings with the CFTC and NFA describing its organization, capital structure, management and controlling persons. In addition, the CEA authorizes the CFTC to require and review books and records of, and documents prepared by, registered CPOs. Pursuant to this authority, the CFTC requires CPOs to keep accurate, current and orderly records for each pool that they operate. The CFTC may suspend the registration of a commodity pool operator (1) if the CFTC finds that the operator’s trading practices tend to disrupt orderly market conditions, (2) if any controlling person of the operator is subject to an order of the CFTC denying such person trading privileges on any exchange, and (3) in certain other circumstances. Suspension, restriction or termination of the Sponsor’s registration as a commodity pool operator would prevent it, until that registration were to be reinstated, from managing the Fund,Funds, and might result in the termination of the FundFunds if a successor sponsor is not elected pursuant to the Trust Agreement.

 

The Fund’sFunds’ investors are afforded prescribed rights for reparations under the CEA. Investors may also be able to maintain a private right of action for violations of the CEA. The CFTC has adopted rules implementing the reparation provisions of the CEA, which provide that any person may file a complaint for a reparations award with the CFTC for violation of the CEA against a floor broker or an FCM, introducing broker, commodity trading advisor, CPO, and their respective associated persons.

 

-34- 

Pursuant to authority in the CEA, the NFA has been formed and registered with the CFTC as a registered futures association. At the present time, the NFA is the only self-regulatory organization for commodity interest professionals, other than futures exchanges. The CFTC has delegated to the NFA responsibility for the registration of CPOs and FCMs and their respective associated persons. The Sponsor and the Fund’sFunds’ clearing broker are members of the NFA. As such, they will be subject to NFA standards relating to fair trade practices, financial condition and consumer protection. The NFA also arbitrates disputes between members and their customers and conducts registration and fitness screening of applicants for membership and audits of its existing members. Neither the Trust nor the Fund isFunds are required to become a member of the NFA.

 

The regulations of the CFTC and the NFA prohibit any representation by a person registered with the CFTC or by any member of the NFA, that registration with the CFTC, or membership in the NFA, in any respect indicates that the CFTC or the NFA has approved or endorsed that person or that person’s trading program or objectives. The registrations and memberships of the parties described in this summary must not be considered as constituting any such approval or endorsement. Likewise, no futures exchange has given or will give any similar approval or endorsement.

 

Futures exchanges in the United States are subject to varying degrees of regulation under the CEA depending on whether such exchange is a designated contract market, exempt board of trade or electronic trading facility. Clearing organizations are also subject to the CEA and the rules and regulations adopted thereunder as administered by the CFTC. The CFTC’s function is to implement the CEA’s objectives of preventing price manipulation and excessive speculation and promoting orderly and efficient commodity interest markets. In addition, the various exchanges and clearing organizations themselves exercise regulatory and supervisory authority over their member firms.

 

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) was enacted in response to the economic crisis of 2008 and 2009 and it significantly altered the regulatory regime to which the securities and commodities markets are subject. To date, the CFTC has issued proposed or final versions of almost all of the rules it is required to promulgate.promulgate under the Dodd-Frank Act. The provisions of the new law include the requirement that position limits be established on a wide range of commodity interests, including agricultural, energy, and metal-based commodity futures contracts, options on such futures contracts and cleared and uncleared swaps that are economically equivalent to such futures contracts and options; new registration and recordkeeping requirements for swap market participants; capital and margin requirements for “swap dealers” and “major swap participants,” as determined by the new law and applicable regulations; reporting of all swaps transactions to swap data repositories; and the mandatory use of clearinghouse mechanisms for sufficiently standardized swap transactions that were historically entered into in the over-the-counter market.market, but are now designated as subject to the clearing requirement; and margin requirements for over-the counter swaps that are not subject to the clearing requirements.

 

In addition

- 47 -

The Dodd-Frank Act was intended to reduce systemic risks that may have contributed to the rules and regulations imposed under2008/2009 financial crisis. Since the first draft of what became the Dodd-Frank Act, certain participantsopponents have criticized the broad scope of the legislation and, in particular, the regulations implemented by federal agencies as a result. Since 2010, and most notably in 2015 and 2016, Republicans have proposed comprehensive legislation both in the House and the Senate of the US Congress. These bills are intended to pare back some of the provisions of the Dodd-Frank Act of 2010 that are European bankscritics view as overly broad, unnecessary to the stability of the U.S. financial system, and inhibiting the growth of the U.S. economy. Further, during the campaign and after taking office, President Donald J. Trump has promised and issued several executive orders intended to relieve the financial burden created by the Dodd-Frank Act, although these executive orders only set forth several general principles to be followed by the federal agencies and do not mandate the wholesale repeal of the Dodd-Frank Act. The scope of the effect that passage of new financial reform legislation could have on U.S. securities, derivatives and commodities markets is not clear at this time because each federal regulatory agency would have to promulgate new regulations to implement such legislation. Nevertheless, regulatory reform may also be subject to European Market Infrastructure Regulation. These regulations have not yet been fully implemented.a significant impact on U.S. regulated entities.

 

Current rules and regulations under the Dodd-Frank Act require enhanced customer protections, risk management programs, internal monitoring and controls, capital and liquidity standards, customer disclosures and auditing and examination programs for FCMs. The rules are intended to afford greater assurances to market participants that customer segregated funds and secured amounts are protected, customers are provided with appropriate notice of the risks of futures trading and of the FCMs with which they may choose to do business, FCMs are monitoring and managing risks in a robust manner, the capital and liquidity of FCMs are strengthened to safeguard the continued operations and the auditing and examination programs of the CFTC and the self-regulatory organizations are monitoring the activities of FCMs in a thorough manner.

 

-35- 

The effectRegulatory bodies outside the U.S. have also passed or proposed, or may propose in the future, legislation similar to that proposed by the Dodd-Frank Act or other legislation containing other restrictions that could adversely impact the liquidity of future regulatory changeand increase costs of participating in the commodities markets. For example, the European Union (“EU”) Markets in Financial Instruments Directive (Directive 2014/65/EU) and Markets in Financial Instruments Regulation (Regulation (EU) No 600/2014) (together “MiFID II”), which has applied since January 3, 2018, governs the provision of investment services and activities in relation to, as well as the organized trading of, financial instruments such as shares, bonds, units in collective investment schemes and derivatives. In particular, MiFID II requires EU Member States to apply position limits to the size of a net position which a person can hold at any time in commodity derivatives traded on trading EU trading venues and in “economically equivalent” over-the-counter (“OTC”) contracts. By way of further example, the Fund,European Market Infrastructure Regulation (Regulation (EU) No 648/2012) (“EMIR”) introduced certain requirements in respect of OTC derivatives including: (i) the mandatory clearing of OTC derivative contracts declared subject to the clearing obligation; (ii) risk mitigation techniques in respect of un-cleared OTC derivative contracts, including the mandatory margining of un-cleared OTC derivative contracts; and (iii) reporting and recordkeeping requirements in respect of all derivatives contracts. In the exact timing of such changes, is impossible to predict but it may be substantialevent that the requirements under EMIR and adverse. Specifically, the new law, the rules that have been promulgated thereunder, and the rules thatMiFID II apply, these are expected to be promulgated may negatively impact the ability of the Fund to meet its investment objectives, either through position limits or requirements imposed on it and/or on their counterparties. In particular, new position limits imposed on the Fund or any counterparties may impact the ability of the Fund to invest in a manner that most efficiently meets its investment objective. New requirements, including capital imposed on the counterparties of the Fund may increase the cost of the Fund’s investments and doing business.transacting derivatives.

 

In addition, considerable regulatory attention has recently been focused on non-traditional publicly distributed investment pools such as the Fund.Funds. Furthermore, various national governments have expressed concern regarding the disruptive effects of speculative trading in certain commodity markets and the need to regulate the derivatives markets in general. The effect of any future regulatory change on the FundFunds is impossible to predict, but could be substantial and adverse.

 

Management believes that as of December 31, 2017,September 30, 2018, it had fulfilled in a timely manner all Dodd-Frank reportingor other regulatory requirements both historicalto which it is subject.

The Securities and on-going,Exchange Commission made a final ruling on March 29, 2017 to adopt proposed amendments to the Settlement Cycle Rule (Rule 15c6-1(a)) under the Securities Exchange Act of 1934, as amended, to shorten the standard settlement cycle for most broker-dealer transactions from three business days after the trade date (T+3) to two business days after the trade date (T+2). The effective date of the adopted amendments was May 30, 2017 with a resulting implementation date of September 5, 2017. The amended rule prohibited broker-dealers from effecting or entering into a contract for the categories under whichpurchase or sale of a security (other than certain exempted securities) that provides for payment of funds and delivery of securities later than the firm operatessecond business day after the date of the contract, unless otherwise expressly agreed to by the parties at the time of the transaction. The products subject to the shortened settlement cycle include equities, corporate bonds, municipal bonds, unit investment trusts, and financial instruments comprised of these security types. Shortening the settlement cycle is registered.expected to yield benefits for the industry and market participants including the further reduction of credit, market, and liquidity risk, and as a result a reduction in systemic risk, for U.S. market participants.

 

Management successfully completed all steps necessary to implement the rule as of September 5, 2017.

- 48 -

Off Balance Sheet Financing

 

As of December 31, 2017,September 30, 2018, neither the Trust nor the Fund hasFunds have any loan guarantees, credit support or other off-balance sheet arrangements of any kind other than agreements entered into in the normal course of business, which may include indemnification provisions relating to certain risks service providers undertake in performing services which are in the best interests of the Fund.Funds. While the exposure of the FundFunds under these indemnification provisions cannot be estimated, they are not expected to have a material impact on the financial position of the Fund.Funds.

 

Redemption Basket Obligation

 

Other than as necessary to meet the investment objective of the Fund and pay the contractual obligations described below, the Fund will require liquidity to redeem Redemption Baskets. The Fund intends to satisfy this obligation through the transfer of cash of the Fund (generated, if necessary, through the sale of Treasury Instruments) in an amount proportionate to the number of Shares being redeemed.

 

Contractual Obligations

 

The primary contractual obligations of each Fund payswill be with the Sponsor and certain other service providers.

Management and CTA Fees

RISE and BDRY each pay the Sponsor a management fee (the “Sponsor Fee”), in consideration of the Sponsor’s advisory services to the Funds. Additionally, RISE and BDRY each pays its respective commodity trading advisor a license and service fee (the “CTA Fee”).

RISE pays the Sponsor Fee monthly in arrears, in an amount equal to the greater of 0.15% per annum of the value of the Fund’sRISE’s average daily net assets or $18,750$75,000 effective January 1, 2017.2018. The Sponsor Fee is paid in consideration of the Sponsor’s advisorymanagement services to the Fund. The FundRISE. RISE also pays Sit a license and service fee (the “CTA Fee”)CTA Fee monthly in arrears, for the use of the RISE Benchmark Portfolio in an amount equal to 0.50%0.20% effective January 27, 2016 (0.35%1, 2018 (0.50% prior to January 27, 2016)1, 2018) per annum of the Fund’sRISE’s average daily net assets. Prior to January 1, 2017, the2018, RISE’s Sponsor Fee was calculated as the greater of 0.15% per annum of the value of the Fund’sRISE’s average daily net assets or, $18,750 for the year ended December 31, 2017, $75,000 effectivefor the period from February 20, 2016 through December 31, 2016 and $56,350 prior to February 20, 2016.

 

As of February 19, 2015, SitJanuary 1, 2018, the Sponsor has contractually agreed to waive RISE’s Sponsor Fee and/or assume RISE’s remaining expenses so that RISE’s expenses do not exceed an annual rate of 1.00%, excluding brokerage commissions, interest expense, and extraordinary expenses, of the value of RISE’s average daily net assets (the “RISE Expense Cap”). The assumption of expenses and waiver of RISE’s Sponsor fee are contractual on the part of the Sponsor, through September 30, 2019. If after that date, the Sponsor no longer assumed expenses or waived RISE’s Sponsor Fee, RISE could be adversely impacted, including in its license and services feeability to achieve its investment objective.

For the period from the inception of RISE through December 31, 2017, Sit had agreed to waive the CTA Fee and the Sponsor has voluntarily agreed to correspondingly assume the remaining expenses of the FundRISE so that FundRISE expenses dodid not exceed an annual rate of 1.50%, excluding brokerage commissions, interest expense, and extraordinary expenses, of the value of the Fund’sRISE’s average daily net assets (the “Expense Cap”). The assumption of expenses and waiver of the license and services fee are contractual on the part of the Sponsor and Sit, respectively, through June 1, 2018 (the “Expense Cap”). If after that date, the Sponsor and/or Sit no longer assumed expenses or waived the CTA Fee, respectively, the Fund could be adversely impacted, including its ability to achieve its investment objective.assets.

 

The

- 49 -

There was no waiver requirement of the CTARISE’s Sponsor Fee, pursuant to the undertaking, amounted to $22,330 and $13,065contractual RISE Expense Cap, for the three months ended December 31,September 30, 2018 and 2017, and 2016, respectively. The Fundwaiver of RISE’s CTA fee amounted to $-0- and $27,123 for the three months ended September 30, 2018 and 2017, respectively. RISE currently accrues its daily expenses up to the RISE Expense Cap. At the end of each month, the accrued amount is remitted to the Sponsor as the Sponsor is responsible for the payment of the routine operational, administrative and other ordinary expenses of RISE. RISE’s total expenses amounted to $194,053 and $127,336, for the three months ended September 30, 2018 and 2017, respectively, of which $30,066 and $10,686, respectively, was absorbed by the Sponsor pursuant to the RISE Expense Cap.

BDRY pays the Sponsor Fee, monthly in arrears, in an amount equal to the greater of 0.15% per year of BDRY’s average daily net assets; or $125,000. BDRY’s Sponsor Fee is paid in consideration of the Sponsor’s management services to BDRY. BDRY also pays Breakwave the CTA Fee monthly in arrears, for the use of BDRY’s Benchmark Portfolio in an amount equal to 1.45% per annum of BDRY’s average daily net assets.

Breakwave has agreed to waive its CTA Fee and the Sponsor has agreed to correspondingly assume the remaining expenses of BDRY so that BDRY’s expenses do not exceed an annual rate of 3.50%, excluding brokerage commissions, interest expense, and extraordinary expenses, of the value of BDRY’s average daily net assets (the “BDRY Expense Cap”). The assumption of expenses and waiver of BDRY’s CTA Fee are contractual on the part of the Sponsor and Breakwave, respectively, through September 30, 2019. If after that date, the Sponsor and/or Breakwave no longer assumed andexpenses or waived the CTA Fee, respectively, BDRY could be adversely impacted, including in its ability to achieve its investment objective.

The assumption of expenses by the Sponsor for BDRY, pursuant to the BDRY Expense Cap, amounted to $125,190 for the three months ended September 30, 2018, as disclosed in the Combined Statements of Operations. The waiver of Breakwave’s CTA fees, pursuant to the undertaking, amounted to $13,037 for the three months ended September 30, 2018, as disclosed in the Combined Statements of Operations. BDRY currently accrues its daily expenses up to the BDRY Expense Cap. At the end of each month, the accrued amount is remitted to the Sponsor as the Sponsor is responsible for the payment of the routine operational, administrative and other ordinary expenses of the Fund which aggregated $145,510 and $148,153, of which $-0- and $90,299 was absorbed by the Sponsor,Fund. BDRY’s total expenses amounted to $178,636 for the three months ended December 31, 2017 and 2016, respectively.September 30, 2018.

 

The

- 50 -

Each Fund’s ongoing fees, costs and expenses of its operation, not subject to the applicable Expense Cap include brokerage and other fees and commissions incurred in connection with the trading activities of the Fund, and extraordinary expenses (including, but not limited to, legal claims and liabilities and litigation costs and any indemnification related thereto). Expenses subject to thean Expense Cap include (i) expenses incurred in connection with registering additional Shares of thea Fund or offering Shares of thea Fund; (ii) the routine expenses associated with the preparation and, if required, the printing and mailing of monthly, quarterly, annual and other reports required by applicable U.S. federal and state regulatory authorities, Trust meetings and preparing, printing and mailing proxy statements to Shareholders; (iii) the routine services of the Trustee, legal counsel and independent accountants; (iv) routine accounting, bookkeeping, custodial and transfer agency services, whether performed by an outside service provider or by affiliates of the Sponsor; (v) postage and insurance; (vi) costs and expenses associated with client relations and services; (vii) costs of preparation of all federal, state, local and foreign tax returns and any taxes payable on the income, assets or operations of thea Fund.

-36- 

 

While the Sponsor has agreed to pay registration fees to the SEC and any other regulatory agency in connection with the offer and sale of the Shares offered through theeach Fund’s prospectus, the legal, printing, accounting and other expenses associated with such registration, and the initial fee of $7,500 for listing the Shares on the NYSE Arca, theeach Fund will be responsible for any registration fees and related expenses incurred in connection with any future offer and sale of Shares of the Fund in excess of those offered through its prospectus.

 

Any general expenses of the Trust will be allocated among the FundFunds and any other series of the Trust as determined by the Sponsor in its sole and absolute discretion. The Trust is also responsible for extraordinary expenses, including, but not limited to, legal claims and liabilities and litigation costs and any indemnification related thereto. The Trust and/or the Sponsor may be required to indemnify the Trustee, Distributor or Administrator under certain circumstances.

 

The parties cannot anticipate the amount of payments that will be required under these arrangements for future periods as the NAV and trading levels to meet investment objectives for the FundFunds will not be known until a future date. These agreements are effective for a specific term agreed upon by the parties with an option to renew, or, in some cases, are in effect for the duration of thea Fund’s existence. The parties may terminate these agreements earlier for certain reasons listed in the agreements.

- 51 -

 

Item 3.Quantitative and Qualitative Disclosures About Market Risk

 

Not applicable to Smaller Reporting Companies.

 

Item 4.Controls and Procedures

 

Disclosure Controls and Procedures

 

The Trust and the FundFunds 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.

 

- 52 -

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’sFunds’ disclosure controls and procedures and have concluded that the disclosure controls and procedures of the Trust and the FundFunds have been effective as of the end of the period covered by this quarterly report on Form 10-Q.

 

Change in Internal Control Over Financial Reporting

 

There were no changes in the Trust’s or theeither 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’sFunds’ internal control over financial reporting.

 

-37- 

- 53 -

 

Part II.OTHER INFORMATION

 

Item 1.Legal Proceedings.

 

Although the FundFunds may, from time to time, be involved in litigation arising out of its operations in the normal course of business or otherwise, the Fund isFunds are currently not a party to any pending material legal proceedings.

 

Item 1A. Risk Factors

 

Not applicable to Smaller Reporting Companies.

 

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

 

 (a)Not applicable.On January 4, 2018, the Sponsor made a $1,000 capital contribution to the Breakwave Dry Bulk Shipping ETF in exchange for forty shares of such Fund prior to the Fund’s commencement of operations; such shares were sold in a private offering exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.

 

 (b)The original registration statement on Form S-1 registering 20,000,000 common units, or “Shares,” of the Sit Rising Rate ETF (File No. 333-199190) was declared effective on January 29, 2015. A second registration statement on Form S-1 (File No. 333-222379) which replaced the original registration statement was declared effective on January 19, 2018. On December 31, 2017, 1,400,040September 30, 2018, 2,475,040 shares of the Fund were outstanding for a market capitalization of $33,264,950.$62,173,005. The offering proceeds were invested in futures contracts, options on futures contracts or cash and cash equivalents in accordance with the Fund’s investment objective stated in the prospectus.

 

The original registration statement on Form S-1 registering 10,000,000 common units, or “Shares,” of the Breakwave Dry Bulk Shipping ETF (File No. 333-218453) was declared effective on March 9, 2018. On September 30, 2018, 150,040 shares of the Fund were outstanding for a market capitalization of $3,441,918. The offering proceeds were invested in futures contracts, options on futures contracts or cash and cash equivalents in accordance with the Fund’s investment objective stated in the prospectus.

 (c)Not applicableRISE does not purchase shares directly from its shareholders. In connection with redemptions of baskets held by an Authorized Participant, RISE redeemed two baskets (comprising 100,000 shares) during the three months ended September 30, 2018 at an average price per share of $22.54. The following table provides information about RISES’s redemptions by Authorized Participants during the three months ended September 30, 2018:

   Number of    
   Shares  Average Price 
Calendar Month  Redeemed  Paid per Share 
September 2018   100,000  $24.76 
Total   100,000  $24.76 

  

Item 3.Defaults Upon Senior Securities

 

None.

 

Item 4.Mine Safety Disclosures

 

Not applicable.Applicable.

 

Item 5.Other Information

 

 (a)None.

 

 (b)Not applicable.Applicable.

- 54 -

 

Item 6. ExhibitsExhibits

 

The following exhibits are filed as part of this report as required under Item 601 of Regulation S-K:

 

31.1Certification by the Principal Executive Officer of the Registrant pursuant to Rules 13a-14 and 15d-14 of the Exchange Act. (1)

31.2Certification by the Principal Financial Officer of the Registrant pursuant to Rules 13a-14 and 15d-14 of the Exchange Act. (1)

 

-38- 

32.1Certification by the Principal Executive Officer of the Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (1)

32.2Certification by the Principal Financial Officer of the Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (1)

101.INSXBRL Instance Document (1)

101.SCHXBRL Taxonomy Extension Schema (1)

101.CALXBRL Taxonomy Extension Calculation Linkbase (1)

101.DEFXBRL Taxonomy Definition Linkbase (1)

101.LABXBRL Taxonomy Extension Label Linkbase (1)

101.PREXBRL Taxonomy Extension Presentation Linkbase (1)
(1) Filed Herewith.

 

(1) Filed Herewith.

-39- 

- 55 -

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

ETF Managers Group Commodity Trust I (Registrant)

 

By:ETF Managers Capital, LLC
 its Sponsor

 

By:/s/ Samuel Masucci III 
 Name: Samuel Masucci III 
 Title: Principal Executive Officer

 

By: /s//s/ John A. Flanagan 
 Name:Name: John A. Flanagan 
 Title:   Title: Principal Financial Officer 

 

Date: February 13,November 14, 2018

 

- 56 -

-40-