UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): September 1, 2022
ETF Managers Group Commodity Trust I
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 001-36851 | 36-4793446 | |
| (Commission File Number) | (IRS Employer Identification No.) | |
|
30 Maple Street - Suite 2 Summit, New Jersey |
07901 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(844) 383-6477
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Shares of Breakwave Dry Bulk Shipping ETF | BDRY | NYSE Arca, Inc. |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
Effective September 1, 2022 (the “Effective Date”), Breakwave Advisors LLC (“Breakwave”) has agreed to waive its fee and ETF Managers Capital LLC (the “Sponsor”) has agreed to assume the other expenses (excluding brokerage fees, interest expenses, and extraordinary expenses) (“Total Expenses”) of the Breakwave Dry Bulk Shipping ETF (the “Fund”), a series of ETF Managers Group Commodity Trust I (the “Trust”), so that the Fund’s total annual expenses do not exceed 3.50% per annum through March 31, 2024 (the “Expense Cap”). Breakwave may recoup any fees waived on or after September 1, 2022, pursuant to the Expense Cap; however, no repayment will be made if such repayment causes the Fund’s Total Expenses after the repayment to exceed either (i) the Expense Cap in place at the time such amounts were waived, or (ii) the Fund’s current Expense Cap. Such recoupment is limited to three years from the date the amount is initially waived.
The foregoing is a summary description of the Fee Waiver Agreement and Expense Limitation Agreement (the “Current Agreements”), each of which is filed with this Current Report on Form 8-K as Exhibit 10.14 and Exhibit 10.15, respectively, and is incorporated by reference.
Item 1.02. Termination of Material Definitive Agreement.
As of the Effective Date, the prior Expense Limitation Agreements, dated March 1, 2018 and June 1, 2019, between the Sponsor and the Trust, with respect to the Fund, were terminated as if the term of each prior agreement was scheduled to expire on the Effective Date.
Likewise, as of the Effective Date, the prior Fee Waiver Agreements, dated March 5, 2018 and June 1, 2019, between the Sponsor and Breakwave, were terminated as if the term of each prior agreement was scheduled to expire on the Effective Date.
Under these prior agreements, Breakwave agreed to waive its fee and the Sponsor agreed to assume the Fund’s other expenses (excluding brokerage fees, interest expenses, and extraordinary expenses), so that the Fund’s Total Expenses do not exceed 3.50% per annum through February 28, 2023. The Current Agreements have replaced these prior agreements.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.14 | Fee Waiver Agreement | |
| 10.15 | Expense Limitation Agreement | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
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 hereunto duly authorized.
| EETF Managers Group Commodity Trust I | |
| /s/ John A. Flanagan | |
| Date: September 6, 2022 |
John A. Flanagan ETF Managers Capital LLC, Sponsor of |
| Chief Financial Officer |
2
Exhibit 10.14
FEE WAIVER AGREEMENT
ETF MANAGERS GROUP COMMODITY TRUST I
FEE WAIVER AGREEMENT, effective as of September 1, 2022, by and between ETF Managers Capital LLC (“ETFMC”) and Breakwave Advisors LLC (“Breakwave”).
WHEREAS, ETFMC and Breakwave have entered into a Licensing and Services Agreement, dated March 1, 2018 (the “CTA Agreement”), pursuant which Breakwave provides services as the commodity trading adviser to the Breakwave Dry Bulk Shipping ETF (the “Fund”), a series of ETF Managers Group Commodity Trust I (the “Trust”), for compensation based on the value of the average daily net assets of the Fund (the “CTA Fees”); and
WHEREAS, ETFMC and Breakwave have determined that it is appropriate and in the best interests of the Fund and its shareholders to maintain the expenses of the Fund, and, therefore, have entered into this Fee Waiver Agreement (the “Agreement”), in order to maintain the expense ratio of the Fund at the level specified in Section 1.3 hereto; and
NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged the parties hereto agree as follows:
1. Fee Waiver.
1.1 APPLICABLE EXPENSE LIMIT. Breakwave shall waive such portion of the CTA Fees as is necessary to reduce the aggregate expenses of every character incurred by the Fund in any fiscal year, including but not limited to, fees payable Breakwave (but excluding brokerage fees, interest expenses, and extraordinary expenses) (“Fund Operating Expenses”) to the Operating Expense Limit, as defined in Section 1.3 below. For the avoidance of doubt, in no event shall Breakwave be responsible for waiving its fee or reimbursing Fund expenses in excess of the fee Breakwave receives under the CTA Agreement in any fiscal year.
1.2 RECOUPMENT OF EXPENSES. Any CTA Fees waived by Breakwave are subject to reimbursement to Breakwave whenever Fund Operating Expenses are below the Operating Expense Limit, as defined in Section 1.3 below. However, no repayment will be made if such repayment causes the Fund Operating Expenses after the repayment to exceed either (i) the Operating Expense Limit in place at the time such amounts were waived, or (ii) the Fund’s then current Operating Expense Limit. Such reimbursement is limited to three years from the date the amount is initially waived by Breakwave.
1.3 OPERATING EXPENSE LIMIT. The maximum Operating Expense Limit in any year with respect to the Fund shall be 3.50% of the average daily net assets of the Fund.
2. Term and Termination of Agreement.
This Agreement shall continue in effect through March 31, 2024, and from year to year thereafter at the option of ETFMC. This Agreement shall terminate automatically upon the termination of the CTA Agreement.
3. Miscellaneous.
3.1 CAPTIONS. The captions in this Agreement are included for convenience of reference only and in no other way define or delineate any of the provisions thereof or otherwise affect their construction or effect.
3.2 INTERPRETATION. Nothing herein contained shall be deemed to require the Fund to take any action contrary to the Trust’s Declaration of Trust and Trust Agreement, or any applicable statutory or regulatory requirement to which it is subject or by which it is bound.
3.3 DEFINITIONS. Any question of interpretation of any term or provision of this Agreement, including but not limited to, the advisory fee, the computations of net asset values, and the allocation of expenses, having a counterpart in or otherwise derived from the terms and provisions of the CTA Agreement or the Fund’s current registration statement, shall have the same meaning as and be resolved by reference to such CTA Agreement or registration statement.
3.4 AMENDMENT. This Agreement may not be amended or modified in any manner except by written agreement executed by ETFMC and Breakwave.
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their respective officers thereunto duly authorized, effective as of the day and year first above written.
| ETF Managers Capital LLC | ||
| By: | /s/ Samuel Masucci, III | |
| Name: | Samuel Masucci, III | |
| Title: | Chief Executive Officer | |
| Breakwave Advisors LLC | ||
| By: | /s/ John Kartsonas | |
| Name: | John Kartsonas | |
| Title: | Managing Partner | |
Exhibit 10.15
EXPENSE LIMITATION AGREEMENT
ETF MANAGERS GROUP COMMODITY TRUST I
EXPENSE LIMITATION AGREEMENT, effective as of September 1, 2022, by and between ETF Managers Capital LLC (“ETFMC”) and ETF Managers Group Commodity Trust I (the “Trust”), on behalf of the Breakwave Dry Bulk Shipping ETF (the “Fund”).
WHEREAS, ETFMC and Breakwave Advisors LLC (“Breakwave”) have entered into a Licensing and Services Agreement, dated March 1, 2018 (the “CTA Agreement”), pursuant which Breakwave receives a fee based on the value of the average daily net assets of the Fund (the “CTA Fee”); and
WHEREAS, ETFMC and Breakwave have determined that it is appropriate and in the best interests of the Fund and its shareholders to maintain the expenses of the Fund, and, therefore, have entered into a Fee Waiver Agreement, pursuant to which Breakwave waives the CTA Fee in order to maintain the expense ratio of the Fund at the level specified in Fee Waiver Agreement; and
WHEREAS, ETFMC and the Trust have entered into this Expense Limitation Agreement (the “Agreement”) in the event that the waiver of the CTA Fee is insufficient to maintain the expense ration of the Fund at the specified level;
NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged the parties hereto agree as follows:
1. Expense Limitation.
1.1 APPLICABLE EXPENSE LIMIT. To the extent that the aggregate expenses of every character incurred by the Fund in any fiscal year, including but not limited to, fees of ETFMC (but excluding brokerage fees, interest expenses, and extraordinary expenses) (“Fund Operating Expenses”), exceed the Operating Expense Limit, as defined in Section 1.2 below, plus the CTA Fee, such excess amount (the “Excess Amount”) shall be the liability of ETFMC.
1.2 OPERATING EXPENSE LIMIT. The maximum Operating Expense Limit in any year with respect to the Fund shall be 3.50% of the average daily net assets of the Fund.
2. Term and Termination of Agreement.
This Agreement shall continue in effect through March 31, 2024, and from year to year thereafter at the option of ETFMC. This Agreement shall terminate automatically upon the termination of the CTA Agreement.
3. Miscellaneous.
3.1 CAPTIONS. The captions in this Agreement are included for convenience of reference only and in no other way define or delineate any of the provisions thereof or otherwise affect their construction or effect.
3.2 INTERPRETATION. Nothing herein contained shall be deemed to require the Fund to take any action contrary to the Trust’s Declaration of Trust and Trust Agreement, or any applicable statutory or regulatory requirement to which it is subject or by which it is bound.
3.3 DEFINITIONS. Any question of interpretation of any term or provision of this Agreement, including but not limited to, the advisory fee, the computations of net asset values, and the allocation of expenses, having a counterpart in or otherwise derived from the terms and provisions of the CTA Agreement or the Fund’s current registration statement, shall have the same meaning as and be resolved by reference to such CTA Agreement or registration statement.
3.4 AMENDMENT. This Agreement may not be amended or modified in any manner except by written agreement executed by ETFMC and the Trust.
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their respective officers thereunto duly authorized, effective as of the day and year first above written.
| ETF Managers Capital LLC |
| By: | /s/ Samuel Masucci, III | |
| Name: | Samuel Masucci, III | |
| Title: | Chief Executive Officer |
| ETF Managers Group Commodity Trust I |
| By: | /s/ Samuel Masucci, III | |
| Name: | Samuel Masucci, III | |
| Title: | Principal Executive Officer |