11/14/2025 | Press release | Distributed by Public on 11/14/2025 11:25
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. Any forward-looking statements of Amplify Commodity Trust (the "Trust") 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, Amplify Investments 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. Prior to February 15, 2024, the Trust was named ETF Managers Group Commodity Trust I. The Trust is a series trust formed pursuant to the Delaware Statutory Trust Act and currently includes two separate series: BDRY and BWET. Each Fund is a commodity pool that continuously issues shares of beneficial interest that may be purchased and sold on the NYSE Arca.
The Funds are each managed and controlled by Amplify Investments LLC (the "Sponsor" or "Amplify"), a single member limited liability company that was formed in the state of Delaware on October 2, 2014. The Funds pay the Sponsor a management fee. The Sponsor, the Trust, and the Funds maintain their main business offices at 3333 Warrenville Road, Suite 350, Lisle, IL 60532. The Sponsor's telephone number is (855) 267-3837.
The Sponsor is a wholly-owned subsidiary of Amplify Holding Company LLC, a limited liability company domiciled and headquartered in Illinois.
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 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 Funds and each future series will be separate from all such series in respect of the assets and liabilities allocated to a Fund and each separate series and will represent a separate investment portfolio of the Trust.
Each Fund is a "commodity pool" as defined by the Commodity Exchange Act ("CEA"). Consequently, the Sponsor has registered as a commodity pool operator ("CPO") with the Commodity Futures Trading Commission ("CFTC") and is a member of the National Futures Association ("NFA").
Effective after the closing of trading on February 14, 2024, ETF Managers Capital, LLC, the prior sponsor of the Trust, resigned from its position as sponsor of the Trust. Concurrently, Amplify was appointed as successor sponsor to the Trust. Effective February 15, 2024, the Funds are managed and controlled by Amplify in its capacity as sponsor for 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.
BDRY commenced trading on the NYSE Arca on March 22, 2018 and trades under the symbol "BDRY".
BWET commenced trading on NYSE Arca on May 3, 2023 and trades under the symbol "BWET".
Each Fund is designed and managed to track the performance of a portfolio (a "Benchmark Portfolio") consisting of futures contracts (the "Benchmark Component Instruments").
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 a portfolio (the "BDRY Benchmark Portfolio") consisting of exchange cleared futures contracts on the cost of shipping dry bulk freight ("Dry Freight Futures"). BDRY seeks to achieve its investment objective by investing substantially all of its assets in the Dry Freight Futures currently constituting the BDRY Benchmark Portfolio.
The BDRY Benchmark Portfolio
The BDRY Benchmark Portfolio is maintained by Breakwave, which also serves as BDRY's CTA. The BDRY Benchmark Portfolio consists of the Dry 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 10TC Index. |
The BDRY Benchmark Component Instruments currently constituting the BDRY Benchmark Portfolio as of September 30, 2025 include:
| Name | Ticker |
Market Value USD |
||||
| Capesize 5TC 180kt FFA Timecharter Average M Oct 25 | C5TCM V25 INDEX | $ | 6,837,600 | |||
| Capesize 5TC FFA 180kt Timecharter Average M Nov 25 | C5TCM X25 INDEX | $ | 6,794,425 | |||
| Capesize 5TC FFA 180kt Timecharter Average M Dec 25 | C5TCM Z25 INDEX | $ | 6,358,275 | |||
| Panamax 4TC FFA 74kt Timecharter Average M Oct 25 | P4TCM V25 INDEX | $ | 5,605,605 | |||
| Panamax 4TC FFA 74kt Timecharter Average M Nov 25 | P4TCM X25 INDEX | $ | 5,436,315 | |||
| Panamax 4TC FFA 74kt Timecharter Average M Dec 25 | P4TCM Z25 INDEX | $ | 5,106,645 | |||
| Supramax 58 TC FFA 58kt Timecharter Average M Oct 25 | S58FM V25 INDEX | $ | 1,470,790 | |||
| Supramax 58 TC FFA 58kt Timecharter Average M Nov 25 | S58FM X25 INDEX | $ | 1,336,745 | |||
| Supramax 58 TC FFA 58kt Timecharter Average M Dec 25 | S58FM Z25 INDEX | $ | 1,252,955 | |||
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 10TC Index are each 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 Dry Freight Futures currently constituting the BDRY Benchmark Portfolio. The BDRY Benchmark Portfolio will include all existing positions to maturity and settle them in cash. During any given calendar quarter, the BDRY Benchmark Portfolio will progressively increase its position to the next calendar quarter three month strip, thus maintaining constant exposure to the Dry Freight Futures market as positions mature.
The BDRY Benchmark Portfolio will maintain long-only positions in Dry Freight Futures. The BDRY Benchmark Portfolio will include a combination of Capesize, Panamax and Supramax Dry Freight Futures. More specifically, the BDRY Benchmark Portfolio will include 50% exposure in Capesize Dry Freight Futures contracts, 40% exposure in Panamax Dry Freight Futures contracts and 10% exposure in Supramax Dry Freight Futures contracts. The BDRY Benchmark Portfolio will not include and BDRY 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. BDRY may hold exchange traded options on Dry Freight Futures. The BDRY Benchmark Portfolio is maintained by Breakwave and will be rebalanced annually. The Dry Freight Futures currently constituting the BDRY Benchmark Portfolio, as well as the daily holdings of BDRY will be available on BDRY's website at www.drybulketf.com.
When establishing positions in Dry Freight Futures, BDRY will be required to deposit initial margin with a value of approximately 10% to 40% of the notional value of each Dry 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 futures commission merchant ("FCM"). On a daily basis, BDRY 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 Dry Freight Futures positions. Any assets not required to be posted as margin with BDRY's FCM will generally be held at BDRY's custodian in cash or cash equivalents, as discussed below.
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 and for other liquidity purposes and to meet redemptions that may be necessary on an ongoing basis. BDRY may also realize interest income from its holdings in U.S. Treasuries or other market rate instruments.
Breakwave Tanker Shipping ETF
The Investment Objective of the Fund
BWET's investment objective is to provide investors with exposure to the daily change in the price of crude oil tanker freight futures by tracking the performance of a portfolio (the "BWET Benchmark Portfolio" and, collectively with the BDRY Benchmark Portfolio, the "Benchmark Portfolios") consisting of exchange cleared futures contracts on the cost of shipping crude oil ("Oil Freight Futures" and, collectively with Dry Freight Futures, the "Freight Futures"). BWET seeks to achieve its investment objective by investing substantially all of its assets in the Oil Freight Futures currently constituting the BWET Benchmark Portfolio.
The BWET Benchmark Portfolio
The BWET Benchmark Portfolio is maintained by Breakwave, which also serves as BWET's CTA. The BWET Benchmark Portfolio consists of the Oil 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 crude oil. Each Reference Index is published each United Kingdom business day by the Baltic Exchange and measures the charter rate for shipping crude oil in a specific size category of cargo ship and for a specific route - TD3C or TD20. The two Reference Indexes are as follows:
| ● | TD3C: the TD3C Index; and |
| ● | TD20: the TD20 Index. |
The Oil Freight Futures currently constituting the BWET Benchmark Portfolio as of September 30, 2025 include:
| Name | Ticker |
Market Value USD |
||||
| TD3C FFA 270kt Middle East Gulf to China USD/MT M Oct 25 | DD20M V25 INDEX | $ | 609,420 | |||
| TD3C FFA 270kt Middle East Gulf to China USD/MT M Nov 25 | DD20M X25 INDEX | $ | 569,975 | |||
| TD3C FFA 270kt Middle East Gulf to China USD/MT M Dec 25 | DD3CM Z25 INDEX | $ | 561,645 | |||
The value of the TD3C Index and the TD20 Index are each disseminated daily at 4:00 p.m. London Time by the Baltic Exchange. 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.
BWET seeks to achieve its investment objective by investing substantially all of its assets in the Oil Freight Futures currently constituting the BWET Benchmark Portfolio. The BWET Benchmark Portfolio will include all existing positions to maturity and settle them in cash. During any given calendar quarter, the BWET Benchmark Portfolio will progressively increase its position to the next calendar quarter three month strip, thus maintaining constant exposure to the Oil Freight Futures market as positions mature.
The BWET Benchmark Portfolio will maintain long-only positions in Oil Freight Futures. The BWET Benchmark Portfolio will include a combination of TD3C and TD20 Oil Freight Futures. More specifically, the BWET Benchmark Portfolio will include 90% exposure in TD3C Oil Freight Futures contracts and 10% exposure in TD20 Oil Freight Futures contracts. The BWET Benchmark Portfolio will not include and BWET will not invest in swaps, non-cleared crude oil freight forwards or other over-the-counter derivative instruments that are not cleared through exchanges or clearing houses. BWET may hold exchange traded options on Oil Freight Futures. The BWET Benchmark Portfolio is maintained by Breakwave and will be rebalanced annually. The Oil Freight Futures currently constituting the BWET Benchmark Portfolio, as well as the daily holdings of BWET will be available on BWETS's website at www.tankeretf.com.
When establishing positions in Oil Freight Futures, BWET will be required to deposit initial margin with a value of approximately 10% to 40% of the notional value of each Oil 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 BWET's futures commission merchant ("FCM"). On a daily basis, BWET 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 Oil Freight Futures positions. Any assets not required to be posted as margin with BWET's FCM will generally be held at BWET's custodian in cash or cash equivalents, as discussed below.
BWET 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 and for other liquidity purposes and to meet redemptions that may be necessary on an ongoing basis. BWET may also realize interest income from its holdings in U.S. Treasuries or other market rate instruments.
The Sponsor
Amplify Investments LLC is the sponsor of the Trust and the Funds. The Sponsor is a Delaware limited liability company, formed on October 2, 2014. The principal office is located at 3333 Warrenville Road, Suite 350, Lisle, IL 60532. The Sponsor registered as a commodity pool operator ("CPO") with the Commodity Futures Trading Commission ("CFTC") on October 3, 2023, and became a member of the National Futures Association ("NFA") on October 25, 2023. The Trust and the Funds operate pursuant to the Trust Agreement. The Sponsor is a wholly-owned subsidiary of Amplify Holding Company LLC, a limited liability company domiciled and headquartered in Illinois.
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 Funds 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 Funds 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.
Breakwave Dry Bulk Shipping ETF
During the three months ended September 30, 2025, dry bulk spot rates increased, with the benchmark Baltic Dry Index increasing by about 43% of its value during the period, ending almost at 2,100 and at the best level since early 2024.
Strong demand for iron ore transportation combined with solid bauxite volumes out of West Africa were the main reasons for the strong performance, as an early July rally in spot rates on the back of solid cargo flow set the stage for one of the best summers in a while when it comes to dry bulk spot rates.
During the three months ended September 30, 2025, iron ore trade volumes from Brazil to China experienced a sharp increase versus the previous year, with the total amount for the quarter reaching its highest level ever. Portside inventories of iron ore have also declined to average for the season levels. The Chinese economy continues to grow at relatively weak rates versus recent years while the domestic real estate market remains subdued, limited demand for new construction and thus demand for steel products. Iron ore prices remained rangebound to approximately $100/ton during the period due to the beforementioned demand. Coal volumes have declined versus last year, while coal prices have also declined considerably versus recent past, because of a slower pace in growth from China and India.
As we enter the seasonally strong calendar year fourth quarter, trade tensions remain high and could lead to some potentially negative outcomes for global trade. A lot of uncertainty remains around trade policies and the effect on trade, and thus the risk of adverse impact on shipping remains elevated.
The dry bulk orderbook continue to increase throughout the period from relatively low levels as period rates remained elevated, incentivizing owners to place new orders.
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 per Share market value of BDRY and its NAV tracked closely for the three months ended September 30, 2025.
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 per Share market value of BDRY and its NAV tracked closely for the three months ended September 30, 2024.
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.
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 graphs above compare the returns of BDRY with the benchmark portfolio returns for the three months ended September 30, 2025 and 2024.
The difference in the NAV price and the benchmark value often results in the appearance of a NAV premium or discount to the benchmark. Differences in the benchmark return and the BDRY net asset value per share are due primarily to the following factors:
| ● | Benchmark portfolio uses settlement prices of freight futures vs. BDRY closing share price for BDRY, |
| ● | Benchmark portfolio roll methodology assumes rolls that happen evenly at fractions of lots vs. BDRY that transacts at real minimum lot size available pursuant to market practice (5 lots minimum), |
| ● | Benchmark portfolio assumes rolls that are happening at daily settlement prices vs. BDRY that transacts at prevailing prices during the day that might or might not be equal to settlement prices. |
| ● | Benchmark portfolio assumes no trading commissions vs. BDRY that pays 10bps of nominal value in commissions per transaction, |
| ● | Benchmark portfolio assumes no clearing fees vs BDRY that pays approximately $12 per lot in clearing fees per transaction, |
| ● | Benchmark portfolio assumes no management fees vs. BDRY fee structure, and |
| ● | Creations and redemptions that lead to transactions in the freight futures market might occur at prices that might be different versus the settlement prices. |
There are no competitors. BDRY is the only Freight futures ETF globally.
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2025
Fund Share Price Performance
During the three months ended September 30, 2025, the NYSE Arca market value of each Share increased 35.32% from $5.55 per Share, representing the closing price on June 30, 2025, to $7.51 per Share, representing the closing price on September 30, 2025. The Share price high and low for the three months ended September 30, 2025 and related change from the closing Share price on June 30, 2025 were as follows: Shares traded from a high of $8.60 per share (+54.95%) on August 26, 2025 to a low of $5.63 per share (1.44%) on July 1, 2025.
Fund Share Net Asset Performance
For the three months ended September 30, 2025, the net asset value of each Share increased (+35.37%) from $5.63 per Share to $7.61 per Share. Gains in the futures contracts in addition to an overall net investment loss resulting in the overall increase in the NAV per Share during the three months ended September 30, 2025.
Net income for the three months ended September 30, 2025, was $21,936,582, resulting from net realized gains on futures contracts of $22,086,958, unrealized losses on futures contracts of ($63,530) and the net investment loss of ($86,846).
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2024
Fund Share Price Performance
During the three months ended September 30, 2024, the NYSE Arca market value of each Share decreased (12.25%) from $12.24 per Share, representing the closing price on June 30, 2024, to $10.74 per Share, representing the closing price on September 30, 2024. The Share price high and low for the three months ended September 30, 2024 and related change from the closing Share price on June 30, 2024 were as follows: Shares traded from a high of $12.50 per share (+16.39%) on July 1, 2024 to a low of $10.27 per share (4.38%) on September 13, 2024..
Fund Share Net Asset Performance
For the three months ended September 30, 2024, the net asset value of each Share decreased (11.65%) from $12.13 per Share to $10.71 per Share. Losses in the investments and futures contracts in addition to an overall net investment loss resulting in the overall decrease in the NAV per Share during the three months ended September 30, 2024.
Net loss for the three months ended September 30, 2024, was ($4,219,233), resulting from net realized losses on investments and futures contracts of ($4,844,019), unrealized gains on futures contracts of $682,450 and the net investment loss of ($57,664).
Breakwave Tanker Shipping ETF
During the three months ended September 30, 2025, crude tanker spot rates increased, with average spot rates for Very Large Crude Carriers (VLCC) improving by about 30% during the period. Spot rates rose gradually despite negative seasonality, ending the quarter at the highest level for the time of the year in at least five years.
Geopolitical turmoil continues to have a material impact on global shipping. The Israel-Hamas conflict and related attacks on vessels in the Red Sea are likely to continue reshaping routing patterns, potentially extending voyage durations and introducing broad-based disruptions across all shipping segments. In crude tanker shipping, the effect has been relatively modest, as the majority of crude transported by Very Large Crude Carriers (VLCCs) does not traverse the Suez Canal. While initial disruptions exerted a knock-on effect on tanker rates, this sub-sector of the broader tanker market has, in fundamental terms, remained resilient to the conflict.
China remains the principal source of demand growth for crude oil, and consequently for crude tanker demand. Nonetheless, slower oil import growth and weaker domestic demand in China pose material downside risks to tanker rates. The Chinese economy has slowed, and although import activity has shown relative stability, crude oil imports declined in 2024 but has shown a small increase so far this year.
Looking ahead, OPEC+ is gradually increasing supply, which has supported spot VLCC rates. This trend is likely to persist, as a sizable volume of oil remains available on the world market, boosting fleet utilization. While underlying Chinese demand appears structurally and cyclically weak, substantial crude stockpiling in the domestic market, coupled with announcements of additional facilities being built in China, suggests a continued propensity to accumulate crude, making the probability of sustained stock builds comparatively high
The crude tanker orderbook for the next few years remains historically low, with very few new vessel deliveries during the period aiding the overall projected market balance. However, the orderbook has been steadily increasing during the period from the record low levels of summer 2023.
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 per Share market value of BWET and its NAV tracked closely for the three months ended September 30, 2025.
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 per Share market value of BWET and its NAV tracked closely for the three months ended September 30, 2024.
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.
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 graphs above compare the return of BWET with the benchmark portfolio returns for the three months ended September 30, 2025 and 2024.
The difference in the NAV price and the benchmark value often results in the appearance of a NAV discount to the benchmark. Differences in the benchmark return and the BWET net asset value per share are due primarily to the following factors:
| ● | Benchmark portfolio uses settlement prices of freight futures vs. BWET closing share price for BWET. |
| ● |
Benchmark portfolio roll methodology assumes rolls that happen evenly at fractions of lots vs. BWET that transacts at real minimum lot size available pursuant to market practice (5 lots minimum). |
|
| ● | Benchmark portfolio assumes rolls that are happening at daily settlement prices vs. BWET that transacts at prevailing prices during the day that might or might not be equal to settlement prices. |
| ● | Benchmark portfolio assumes no trading commissions vs. BWET that pays $0.04 per ton in commissions per transaction. |
| ● | Benchmark portfolio assumes no clearing fees vs BWET that pays approximately $8 per lot in clearing fees per transaction. |
| ● | Benchmark portfolio assumes no management fees vs. BWET fee structure. |
| ● | Creations and redemptions that lead to transactions in the freight futures market might occur at prices that might be different versus the settlement prices. |
There are no competitors. BWET is the only Freight futures ETF globally.
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2025
Fund Share Price Performance
During the three months ended September 30, 2025, the NYSE Arca market value of each Share increased (+38.57%) from $10.64 per Share, representing the closing price on June 30, 2025, to $14.75 per Share, representing the closing price on September 30, 2025. The Share price high and low for the three months ended September 30, 2025 and related change from the closing Share price on June 30, 2025 were as follows: Shares traded from a high of $15.26 per Share (+43.33%) on September 25, 2025 to a low of $10.26 per Share (-3.65%) on July 2, 2025.
Fund Share Net Asset Performance
For the three months ended September 30, 2025 the net asset value of each Share increased (+37.74%) from $10.63 per Share to $14.64 per Share. Gains in the futures contracts in addition to an overall net investment loss resulting in the overall increase in the NAV per Share during the three months ended September 30, 2025.
Net income for the three months ended September 30, 2025, was $515,024, resulting from net realized gains on futures contracts of $305,479, net unrealized gains on futures contracts of $217,097, and the net investment loss of ($7,552).
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2024
Fund Share Price Performance
During the three months ended September 30, 2024, the NYSE Arca market value of each Share decreased (-12.12%) from $16.79 per Share, representing the closing price on June 30, 2024, to $14.76 per Share, representing the closing price on September 30, 2024. The Share price high and low for the three months ended September 30, 2024 and related change from the closing Share price on June 30, 2024 were as follows: Shares traded from a high of $16.82 per Share (+13.96%) on July 22, 2024 to a low of $14.45 per Share (2.10%) on September 4, 2024.
Fund Share Net Asset Performance
For the three months ended September 30, 2024 the net asset value of each Share decreased (-11.05%) from $16.69 per Share to $14.85 per Share. Losses in the investments and futures contracts in addition to an overall net investment loss resulting in the overall decrease in the NAV per Share during the three months ended September 30, 2024.
Net loss for the three months ended September 30, 2024, was ($335,663), resulting from net realized losses on futures contracts of ($292,642), net unrealized losses on futures contracts of ($34,478), and the net investment loss of ($8,543).
Calculating NAV
Each 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. |
The Administrator calculates the NAV of the Funds once each NYSE Arca trading day. The NAV for a particular trading day is released after 4:00 p.m. E.T. Regular trading on the NYSE Arca typically closes at 4:00 p.m. E.T. The Administrator uses the Baltic Exchange settlement price for the Freight Futures and option contracts. The Administrator calculates or determines the value of all other BDRY and BWET investments using market quotations, if available, or other information customarily used to determine the fair value of such investments as of the close of the NYSE Arca (normally 4:00 p.m. E.T.), in accordance with the current Administrative Agency Agreement among U.S. Bancorp Fund Services, the Fund and the Sponsor.
In addition, in order to provide updated information relating to the Funds for use by investors and market professionals, an updated indicative fund value ("IFV") is made available through on-line information services throughout the core trading hours of 9:30 a.m. E.T. to 4:00 p.m. E.T. on each trading day. The IFV is calculated by using the prior day's closing NAV per share of each 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 and/or options held by each Fund. Certain Freight Futures brokers provide real time pricing information to the general public either through their websites or through data vendors such as Bloomberg or Reuters. The IFV disseminated during NYSE Arca core trading 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 each of the Funds' investments.
The IFV is disseminated on a per share basis every 15 seconds during regular NYSE Arca core trading session hours. 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 and/or the end of each day during which the Funds' shares are traded on the NYSE Arca, but real-time trading prices for contracts are not available. During such gaps in time the IFV will be calculated based on the end of day price of such contracts from the Baltic Exchange's immediately preceding trading session. In addition, other investments held by the Funds 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 IFV.
The NYSE Arca disseminates the IFV through the facilities of CTA/CQ High Speed Lines. In addition, the IFV is published on the NYSE Arca's website and is available through on-line information services such as Bloomberg and Reuters.
Dissemination of the IFV 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 Funds' shares on the NYSE Arca. Investors and market professionals are able throughout the trading day to compare the market price of the Funds' shares and the IFV. If the market price of the Funds' shares diverges significantly from the IFV, market professionals will have an incentive to execute arbitrage trades. For example, if the Funds' shares appear to be trading at a discount compared to the IFV, a market professional could purchase the Funds' shares on the NYSE Arca and take the opposite position in Freight Futures. Such arbitrage trades can tighten the tracking between the market price of the Funds' shares and the IFV and thus can be beneficial to all market participants.
Critical Accounting Estimates
Preparation of the combined 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. Each Fund's 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. The Funds hold a significant portion of their assets in futures contracts and money market funds, which are held at fair value.
There were no material estimates, which involve a significant level of estimation uncertainty and had or are reasonably likely to have had a material impact on the Funds' financial condition, used in the preparation of these combined financial statements.
Liquidity and Capital Resources
The Funds do not anticipate making use of borrowings or other lines of credit to meet their obligations. The Funds meets their liquidity needs in the normal course of business from the proceeds of the sale of their investments or from the cash, and/or cash equivalents that they hold. The Funds' liquidity needs include: redeeming their shares, providing margin deposits for existing Benchmark Component Instruments, the purchase of additional Benchmark Component Instruments, and paying expenses.
The Funds generate cash primarily from (i) the sale of Creation Baskets and (ii) interest earned on cash, cash equivalents and its investments in collateralizing Treasury Securities, if any. Generally, all of the net assets of the Funds are allocated to trading in Benchmark Component Instruments. Most of the assets of the Funds are held in 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. Interest earned on interest-bearing assets of the Funds are paid to the Funds. BDRY earned $417,675 and $274,416, respectively, in interest income during the three months ended September 30, 2025 and 2024. BWET earned $12,905 and $26,431, respectively, in interest income during the three months ended September 30, 2025 and 2024.
The investments of the Funds 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 Funds from promptly liquidating a position in Benchmark Component Instruments. Commodity exchanges may limit fluctuations in certain futures contract prices during a single day by regulations referred to as "daily limits." During a single day, no futures trades may be executed at prices beyond the daily limit. Once the price of a futures contract has increased or decreased by an amount equal to the daily limit, positions in such futures contracts can neither be taken nor liquidated unless the traders are willing to effect trades at or within the limit. Futures contract prices have occasionally moved to the daily limit for several consecutive days with little or no trading. Such market conditions could prevent the Funds from promptly liquidating their futures positions.
Because the Funds trade futures contracts, their capital is at risk due to changes in the value of these contracts (market risk) or the inability of counterparties to perform under the terms of the contracts (credit risk).
Market Risk
Trading in Benchmark Component Instruments such as futures contracts will involve the Funds 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 Funds as the Funds intend to close out any open positions prior to the contractual expiration date. As a result, the Funds' market risk is the risk of loss arising from the decline in value of the contracts. The Funds consider the "fair value" of derivative instruments to be the unrealized gain or loss on the contracts. The market risk associated with the settlement of contracts will be limited to the aggregate face amount of the contracts held.
The exposure of the Funds to market risk will depend on a number of factors including the markets for the specific instrument, the volatility of freight rates, the liquidity of the instrument-specific market and the relationships among the contracts held by the Funds.
Credit Risk
When the Funds enter into Benchmark Component Instruments, they 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 Baltic Exchange 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 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 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 Funds' clearing 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.
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.
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 Funds, or the ability of the Funds to continue to implement their investment strategies. In addition, various national governments outside of the United States have expressed concern regarding the disruptive effects of speculative trading in the commodities markets and the need to regulate the derivatives markets in general. The effect of any future regulatory change on the Funds are impossible to predict but could be substantial and adverse.
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 Funds, and might result in the termination of the Funds if a successor sponsor is not elected pursuant to the Trust Agreement.
The Funds' 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.
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 is a member of the NFA and, as such, it 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 Funds 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 under the Dodd-Frank Act. The provisions of the 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 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, 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.
The Dodd-Frank Act was intended to reduce systemic risks that may have contributed to the 2008/2009 financial crisis. Since the first draft of what became the Dodd-Frank Act, supporters and opponents have debated the scope of the legislation. As the administrations of the U.S. change, the interpretation and implementation will change with them. Nevertheless, regulatory reform of any kind may have 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.
Regulatory 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 and increase costs of participating in the commodities markets. For example, the European Union 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 EU trading venues and in "economically equivalent" over-the-counter ("OTC") contracts. By way of further example, the European Market Infrastructure Regulation (Regulation (EU) No 648/2012, as amended) ("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 event that the requirements under EMIR and MiFID II apply, these are expected to increase the cost of transacting derivatives.
In addition, considerable regulatory attention has been focused on non-traditional publicly distributed investment pools such as the 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 Funds is impossible to predict, but could be substantial and adverse.
Off Balance Sheet Financing
As of September 30, 2025, neither the Trust nor the Funds 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 Funds. While the exposure of the Funds under these indemnification provisions cannot be estimated, they are not expected to have a material impact on the financial position of the Funds.
Redemption Basket Obligation
Other than as necessary to meet the investment objective of the Funds and pay the contractual obligations described below, the Funds will require liquidity to redeem Redemption Baskets. The Funds intend to satisfy this obligation through the transfer of cash of the Funds (generated, if necessary, through the sale of money market funds invested in Treasury obligations) in an amount proportionate to the number of Shares being redeemed.
Contractual Obligations
The primary contractual obligations of the Funds will be with the Sponsor and certain other service providers.
Management and CTA Fees
BDRY and BWET each pay the Sponsor a management fee (the "Sponsor Fee") in consideration of the Sponsor's advisory services to the Funds. Additionally, BDRY and BWET each pay Breakwave a license and service fee (the "CTA Fee").
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 December 31, 2025. If after that date, the Sponsor and/or Breakwave no longer assumed expenses 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 $- and $- for the three months ended September 30, 2025 and 2024, respectively, as disclosed in the Combined Statements of Operations. The waiver of Breakwave's CTA fees, pursuant to the undertaking, amounted to $- and $92,369 for the three months ended September 30, 2025 and 2024, respectively, as disclosed in the Combined Statements of Operations. BDRY currently accrues its daily expenses based upon established individual expense amounts or the BDRY Expense Cap, whichever aggregate amount is less. 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. BDRY's total expenses, prior to the assumption and waiver of expenses, amounted to $504,521 and $424,449 for the three months ended September 30, 2025 and 2024, respectively, as disclosed in the Combined Statements of Operations.
BWET pays the Sponsor Fee, monthly in arrears, in an amount equal to the greater of 0.30% per year of BWET's average daily net assets, or $50,000. BWET's Sponsor Fee is paid in consideration of the Sponsor's management services to BWET. BWET also pays Breakwave the CTA Fee monthly in arrears, for the use of BWET's Benchmark Portfolio in an amount equal to 1.45% per annum of BWET'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 BWET so that BWET's expenses do not exceed an annual rate of 3.50%, excluding brokerage commissions, interest expense, and extraordinary expenses, of the value of BWET's average daily net assets (the "BWET Expense Cap"). The assumption of expenses and waiver of BWET's CTA Fee are contractual on the part of the Sponsor and Breakwave, respectively, through December 31, 2025. If after that date, the Sponsor and/or Breakwave no longer assumed expenses or waived the CTA Fee, respectively, BWET could be adversely impacted, including in its ability to achieve its investment objective.
The assumption of expenses by the Sponsor for BWET, pursuant to the BWET Expense Cap, amounted to $88,678 and $73,835 for the three months ended September 30, 2025 and 2024, respectively, as disclosed in the Combined Statements of Operations. The waiver of Breakwave's CTA fees, pursuant to the undertaking, amounted to $6,137 and $10,193 for the three months ended September 30, 2025 and 2024, respectively, as disclosed in the Combined Statements of Operations. BWET currently accrues its daily expenses based upon established individual expense category amounts or the BWET Expense Cap, whichever aggregate amount is less. 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. BWET's total expenses, prior to the assumption and waiver of expenses, amounted to $115,272 and $119,002 for the three months ended September 30, 2025 and 2024, respectively, as disclosed in the Combined Statements of Operations.
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 an Expense Cap include (i) expenses incurred in connection with registering additional Shares of a Fund or offering Shares of a 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 a Fund.
While the Sponsor has agreed to pay registration fees to the SEC and any other regulatory agency in connection with the initial offering and sale of the Shares offered through each Fund's prospectus, and the legal, printing, accounting and other expenses associated with such registration, each Funds 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 initial prospectus.
Any general expenses of the Trust will be allocated among the Funds and any other future 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 Funds 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 a Fund's existence. The parties may terminate these agreements earlier for certain reasons listed in the agreements.