| Agreements | (4)
Agreements (a)
Management Fee Each
Fund pays the Sponsor a sponsor fee (the "Sponsor Fee") in consideration of the Sponsor's advisory services
to the Funds. Additionally, each Fund pays its respective commodity trading advisor a license and service fee (the "CTA
fee"). Effective
January 1, 2018 and later extended, the Sponsor has agreed to waive receipt of the Sponsor Fee for RISE and/or
assume RISE's expenses (excluding brokerage fees, interest expense, and extraordinary expenses) so that RISE's total
annual expenses do not exceed 1.00% of average net assets per annum through September 30, 2020. 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. Effective
April 1, 2019, the fee paid to the Sponsor for tax return preparation was reduced from $100,000 per year to $50,000 per year. RISE
paid an annual fee to Sit, monthly in arrears, in an amount equal to 0.50% of RISE's average daily net assets, effective
January 27, 2016 and through December 31, 2017. As of February 19, 2015, through December 31, 2017, Sit had agreed to waive its
CTA fee to the extent necessary, and the Sponsor had agreed to correspondingly assume the remaining expenses of RISE such that
RISE'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 Caps"). The assumption of expenses
by the Sponsor and waiver of BDRY's CTA fee are contractual on the part of the Sponsor and Breakwave, respectively. The
waiver of RISE's Sponsor fee, pursuant to the undertaking, amounted to $-0- and $24,657 for the year ended June 30, 2019
and 2018, respectively, as disclosed in the Combined Statements of Operations. The
waiver of RISE's CTA fees, pursuant to the prior undertaking, amounted to $-0- and $49,453 for the years ended June
30, 2019 and 2018, respectively. The waiver of BDRY's CTA fees, pursuant to the undertaking, amounted to $45,460 and
$14,567 for the year ended June 30, 2019 and for the period from March 22, 2018 (commencement of investment operations) to June 30, 2018, respectively,
as disclosed in the Combined Statements of Operations. The
Funds currently accrue their daily expenses up to the applicable Expense Cap. At the end of each month, the accrued amount
is remitted to the Sponsor as the Sponsor has assumed, and is responsible for the payment of the routine operational,
administrative and other ordinary expenses of the Funds in excess of the Fund's respective Expense Cap, which in the
case of RISE, aggregated $184,268 and $87,625 for the years ended June 30, 2019 and 2018, respectively, and in the case of
BDRY, aggregated $477,429 and $165,676 for the year ended June 30, 2019 and for the period from March 22, 2018 (commencement
of investment operations) to June 30, 2018, respectively, as disclosed in the Combined Statements of Operations. (b)
The Administrator, Custodian, Fund Accountant and Transfer Agent Each
Fund has appointed U.S. Bank, a national banking association, with its principal office in Milwaukee, Wisconsin, as the custodian
(the "Custodian"). Its affiliate, U.S. Bancorp Fund Services, is the Fund accountant ("the Fund accountant")
of the Funds, transfer agent (the "Transfer Agent") for Fund shares and administrator for the Funds (the "Administrator").
It performs certain administrative and accounting services for the Funds and prepares certain SEC, NFA and CFTC reports on behalf
of the Funds. (U.S. Bank and U.S. Bancorp Fund Services are referred to collectively hereinafter as "U.S. Bank"). RISE
has agreed to pay U.S. Bank 0.05% of assets under management ("AUM"), with a $50,000 minimum annual fee payable for
its administrative, accounting and transfer agent services and 0.01% of AUM, with an annual minimum of $4,800 for custody services.
RISE paid U.S. Bank $56,301 and $55,702 for the years ended June 30, 2019 and 2018, respectively, as disclosed in the Combined
Statements of Operations. 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. BDRY paid U.S. Bank $61,399 and $16,493 for the year ended June 30, 2019 and for the period from March 22,
2018 (commencement of investment operations) to June 30, 2018, respectively, as disclosed in the Combined Statements of
Operations. (c)
The Distributor The
Funds pay ETFMG Financial LLC. (the "Distributor"), an affiliate of the Sponsor, an annual fee for statutory and wholesaling
distribution services and related administrative services equal to the greater of $15,000 or 0.02% of the Funds' average
daily net assets, payable monthly. Pursuant to the respective Marketing Agent Agreement between the Sponsor, each Fund and the
Distributor, the Distributor assists the Sponsor and the applicable Fund with certain functions and duties relating to distribution
and marketing services to the applicable Fund, including reviewing and approving marketing materials and certain regulatory compliance
matters. The Distributor also assists with the processing of creation and redemption orders. RISE
incurred $17,496 and $17,494 in distribution and related administrative services for the years ended June 30, 2019 and 2018,
respectively. BDRY incurred $16,497 and $4,520 in distribution and related administrative services for the year ended June
30, 2019 and for the period from March 22, 2018 (commencement of investment operations) to June 30, 2018, respectively, as
disclosed in the Combined Statements of Operations. RISE
also pays the Sponsor an annual fee for wholesale support services equal to 0.1% of RISE's average daily net assets, payable
monthly. BDRY pays the Sponsor an annual fee for wholesale support services of $25,000 plus 0.12% of BDRY's average daily
net assets, payable monthly. RISE
incurred $45,717 and $33,720 in wholesale support fees for the years ended June 30, 2019 and 2018, respectively. BDRY
incurred $28,762 and $9,680 in wholesale support fees for the year ended June 30, 2019 and for the period from March 22, 2018
(commencement of investment operations) to June 30, 2018, respectively, as disclosed in the Combined Statements of
Operations. (d)
The Commodity Broker SG
Americas Securities, LLC, a Delaware limited liability company, serves as RISE's clearing broker. MacQuarie Futures USA
LLC, a Delaware limited liability company, serves as BDRY's clearing broker (such clearing broker, together with SG Americas
Securities, LLC, the "Commodity Brokers"). In their capacity as clearing broker, the Commodity Brokers execute and
clear the Funds' futures transactions and perform certain administrative services for the Funds. The
Funds pay respective brokerage commissions, including applicable exchange fees, National Futures Association ("NFA")
fees, give-up fees, pit brokerage fees and other transaction related fees and expenses charged in connection with trading activities
in CFTC regulated investments. Brokerage commissions on futures contracts are recognized on a half-turn basis. The
Sponsor does not expect annual brokerage commissions and fees to exceed 0.08% for RISE, and 0.76% for BDRY, of the net asset
value of the applicable Fund for execution and clearing services on behalf of the applicable Fund, although the actual amount
of brokerage commissions and fees in any year or any part of any year may be greater. The effects of trading spreads,
financing costs associated with financial instruments, and costs relating to the purchase of U.S. Treasury Securities or
similar high credit quality short-term fixed-income or similar securities are not included in the foregoing analysis. RISE
incurred $52,348 and $42,798 in brokerage commissions and fees for the years ended June 30, 2019 and 2018, respectively. BDRY
incurred $34,610 and $16,135 in brokerage commissions and fees for the year ended June 30, 2019 and for the period from March
22, 2018 (commencement of investment operations) to June 30, 2018, respectively, as disclosed in the Combined Statements of
Operations. (e)
The Trustee Under
the respective Amended and Restated Declaration of Trust and Trust Agreement (the "Trust Agreement") for each
Fund, Wilmington Trust Company, the Trustee of each of the Funds (the "Trustee") serves as the sole trustee of
each Fund in the State of Delaware. The Trustee will accept service of legal process on the Funds in the State of Delaware
and will make certain filings under the Delaware Statutory Trust Act. Under the respective Trust Agreement for each Fund, the
Sponsor has the exclusive management and control of all aspects of the business of the Fund. The Trustee does not owe any
other duties to the Fund, the Sponsor or the Shareholders of the Fund. The Trustee has no duty or liability to supervise or
monitor the performance of the Sponsor, nor does the Trustee have any liability for the acts or omissions of the Sponsor.
RISE incurred $2,500 and $5,000, in trustee fees for the years ended June 30, 2019 and 2018, respectively. BDRY incurred
$2,500 and $692 in trustee fees for the year ended June 30, 2019 and for the period from March 22, 2018 (commencement of
investment operations) to June 30, 2018, respectively, which is included in Other Expenses in the Combined Statements of
Operations. (f)
Routine Offering, Operational, Administrative and Other Ordinary Expenses Effective
January 1, 2018, the Sponsor, in accordance with the RISE Expense Cap limitation, paid all of the routine offering, operational,
administrative and other ordinary expenses of RISE in excess of 1.00% (excluding brokerage commissions and interest expense) of
RISE's average daily net assets, including, but not limited to, accounting and computer services, the fees and expenses
of the Trustee, Administrator, Custodian, Transfer Agent and Distributor, legal and accounting fees and expenses, tax return preparation
expenses, filing fees, and printing, mailing and duplication costs. 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 $693,783 and $606,334 for the years ended June 30, 2019 and 2018, respectively, in routine
offering, operational, administrative or other ordinary expenses. The
CTA fee waiver for RISE by Sit expired December 31, 2017, and for the year ended June 30, 2018, the Combined Statements of Operations
includes $49,453 in CTA fee waivers, which was attributable to the six months ended December 31, 2017. The
Sponsor fee waiver for RISE by the Sponsor commenced January 1, 2018, pursuant to the undertaking (as discussed in Note 4a) and
amounted to $24,657 for the year ended June 30, 2018. In
addition, the assumption of Fund expenses above the RISE Expense Cap by the Sponsor, pursuant to the undertakings (as discussed
in Note 4a), amounted to $184,268 and $87,625, respectively, for the years ended June 30, 2019 and 2018, respectively. 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 $667,238 and $231,538 during the year ended June 30, 2019 and for the period from March 22,
2018 (commencement of investment operations) to June 30, 2018, respectively, in routine offering, operational, administrative
or other ordinary expenses. The
CTA fee waiver for BDRY by Breakwave was $45,460 and $14,567 for the year ended June 30, 2019 and for the period from March 22,
2018 (commencement of investment operations) to June 30, 2018, respectively. In
addition, the assumption of Fund expenses above the BDRY Expense Cap by the Sponsor, pursuant to the undertaking (as
discussed in Note 4a), amounted to $477,429 and $165,676 for the year ended June 30, 2019 and for the period from March 22,
2018 (commencement of investment operations) to June 30, 2018, respectively. (g)
Organizational and Offering Costs Expenses
incurred in connection with organizing RISE and up to the offering of its Shares upon commencement of its investment operations
on February 19, 2015, were paid by the Sponsor and Sit without reimbursement. Expenses incurred in connection with organizing
BDRY and up to the offering of its Shares upon commencement of its investment operations on March 22, 2018, were paid by the Sponsor
and Breakwave without reimbursement. Accordingly,
all such expenses are not reflected in the Statements of Operations. The Fund will bear the costs of its continuous offering
of Shares and ongoing offering expenses. Such ongoing offering costs will be included as a portion of the Routine Offering,
Operational, Administrative and Other Ordinary Expenses. These costs will include registration fees for regulatory agencies
and all legal, accounting, printing and other expenses associated therewith. These costs will be accounted for as a deferred
charge and thereafter amortized to expense over twelve months on a straight-line basis or a shorter period if warranted. For
the years ended June 30, 2019 and 2018, respectively, RISE did not incur such expenses. For the year ended June 30, 2019 and
for the period from March 22, 2018 (commencement of investment operations) to June 30, 2018, respectively, BDRY did not incur
such expenses. (h)
Extraordinary Fees and Expenses The
Fund will pay all extraordinary fees and expenses, if any. Extraordinary fees and expenses are fees and expenses which are
nonrecurring and unusual in nature, such as legal claims and liabilities, litigation costs or indemnification or other
unanticipated expenses. Such extraordinary fees and expenses, by their nature, are unpredictable in terms of timing and
amount. For the years ended June 30, 2019 and 2018, respectively, RISE did not incur such expenses. For the year ended June
30, 2019 and for the period from March 22, 2018 (commencement of investment operations) to June 30, 2018, respectively, BDRY
did not incur such expenses. |
