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As filed with the Securities and Exchange
Commission on March 8, 2021
Registration No. 333-253090
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PRE-EFFECTIVE AMENDMENT NO. 1 TO
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
ETF Managers Group Commodity Trust I
(State or other jurisdiction of incorporation
(Primary Standard Industrial Classification
(I.R.S. Employer Identification No.)
c/o ETF Managers Capital LLC
30 Maple Street,
Summit, NJ 07901
Phone: (908) 897-0518
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Samuel Masucci III
Chief Executive Officer
ETF Managers Capital LLC
30 Maple Street,
Summit, NJ 07901
Phone: (908) 897-0518
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
Eric D. Simanek, Esq.
Sullivan & Worcester LLP
1666 K Street, N.W.
Washington, D.C. 20006
date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, check the following box. ☒
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the
same offering. ☐
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Accelerated filer ☐
Non-accelerated filer ☐
Smaller reporting company ☒
Emerging growth company ☐
OF REGISTRATION FEE
Common shares of Breakwave Dry Bulk Shipping ETF, a series of the Registrant
Pursuant to Rule 415(a)(6) under the Securities Act of 1933, the Registrant is carrying forward unsold securities previously
registered in connection with File No. 333-218453. The Registrant previously registered 10,000,000 units in connection with File
No. 333-218453 (the “Prior Registration Statement”), for which it paid $31,125 in registration fees. The amount of
unsold units remaining that is being applied to this registration statement is 3,375,000. Pursuant to Rule 415(a)(6), the offering
of unsold shares under the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this Registration
The registrant hereby amends this Registration Statement
on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities
Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
Breakwave Dry Bulk Shipping ETF
*Principal U.S. Listing Exchange: NYSE Arca, Inc.
The Breakwave Dry Bulk Shipping ETF (the “Fund”),
a series of the ETF Managers Group Commodity Trust I (the “Trust”), is an exchange traded fund that issues shares that
trade on the NYSE Arca, Inc. stock exchange (“NYSE Arca”). The Fund’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 “Benchmark
Portfolio”) consisting of exchange-cleared futures contracts on the cost of shipping dry bulk freight (“Freight Futures”).
The Fund 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 is maintained by Breakwave Advisors LLC (“Breakwave”),
which also serves as the Fund’s commodity trading advisor.
The Fund and the Trust are managed and controlled by their sponsor
and investment manager, ETF Managers Capital LLC (the “Sponsor”). The Fund is obligated to pay the Sponsor a management
fee (the “Sponsor Fee”), calculated daily and paid monthly, equal to the greater of (i) 0.15% per year of the Fund’s
average daily net assets; or (ii) $125,000. The Fund also pays Breakwave a license and service fee in an amount equal to 1.45%
per year of the value of the Fund’s average daily net assets (the “CTA Fee” and, together with the Sponsor Fee,
the “Management Fee”). The Fund is responsible for paying all of the routine operational, administrative and other
ordinary expenses of the Fund, (collectively, “Other Expenses”). Breakwave has agreed to waive its CTA Fee and the
Sponsor has agreed to assume the Fund’s Other Expenses (excluding brokerage fees, interest expenses, and extraordinary expenses)
so that the Fund’s total annual expenses (“Total Expenses”) (i.e., the Management Fee plus Other Expenses) do
not exceed 3.50% per annum through February 28, 2022 (the “Expense Cap”). The Fund may also be responsible for brokerage
fees, interest expense, and certain non-recurring or extraordinary fees and expenses.
The Fund is an exchange traded fund. This means that most investors
who decide to buy or sell shares of the Fund shares place their trade orders through their brokers and may incur customary brokerage
commissions and charges. Shares trade on the NYSE Arca under the ticker symbol “BDRY” and are bought and sold throughout
the trading day at bid and ask prices like other publicly traded securities.
Shares trade on the NYSE Arca after they are initially purchased
by “Authorized Participants,” institutional firms that purchase shares in blocks of 25,000 shares called “Baskets”
(referred to herein as a “Creation Basket” or “Redemption Basket,” as applicable) through the Fund’s
distributor, ETFMG Financial LLC (the “Distributor”). The price of a basket is equal to the net asset value of 25,000
shares on the day that the order to purchase the basket is accepted by the Distributor. The net asset value is calculated by taking
the current market value of the Fund’s total assets (after close of NYSE Arca) subtracting any liabilities and dividing that
total by the total number of outstanding shares. Authorized Participants may then offer to the public, from time to time, shares
from any Creation Basket they create at a per-share market price. The offering of the Fund’s shares is a “best efforts”
offering, which means that neither the Distributor nor any Authorized Participant is required to purchase a specific number or
dollar amount of shares. The Fund pays a distribution fee consisting of an asset-based fee on the amount of the Fund’s annual
net assets, subject to a minimum dollar amount. Authorized Participants will not receive from the Fund, the Sponsor or any of their
affiliates any fee or other compensation in connection with the sale of shares.
Investors who buy or sell shares during the day from their broker
may do so at a premium or discount relative to the NAV of the Fund’s total net assets due to supply and demand forces at
work in the secondary trading market for shares that are closely related to, but not identical to, the same forces influencing
the prices of the Freight Futures in which the Fund invests and cash or other cash equivalents that the Fund holds. Investing in
the Fund involves significant risks. See “Risk Factors Involved with an Investment in the Fund” beginning on page 5.
The offering of the Fund’s shares is registered with the
SEC in accordance with the Securities Act of 1933 (the “1933 Act”). The offering is intended to be a continuous offering
and is not expected to terminate until all of the registered shares have been sold or three years from the date of the original
offering, whichever is earlier, although the offering may be temporarily suspended if and when no suitable investments for the
Fund are available or practicable. The Fund is not a mutual fund registered under the Investment Company Act of 1940 (“1940
Act”) and is not subject to regulation under such act. See “The Fund is not a registered investment company so shareholders
do not have the protections of the 1940 Act” on page 14.
NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED
OR DISAPPROVED OF THE SECURITIES OFFERED IN THIS PROSPECTUS, OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
The Fund is a commodity pool and the Sponsor is a commodity
pool operator subject to regulation by the CFTC and the National Futures Association (“NFA”) under the Commodity Exchange
Act, as amended. The Sponsor is registered with the CFTC as a commodity pool operator and is a member of the NFA.
THE COMMODITY FUTURES TRADING COMMISSION HAS NOT PASSED UPON
THE MERITS OF PARTICIPATING IN THIS POOL NOR HAS THE COMMISSION PASSED ON THE ADEQUACY OR ACCURACY OF THIS DISCLOSURE DOCUMENT.
The date of this prospectus is March
COMMODITY FUTURES TRADING COMMISSION
RISK DISCLOSURE STATEMENT
YOU SHOULD CAREFULLY CONSIDER WHETHER YOUR FINANCIAL CONDITION
PERMITS YOU TO PARTICIPATE IN A COMMODITY POOL. IN SO DOING, YOU SHOULD BE AWARE THAT COMMODITY INTEREST TRADING CAN QUICKLY LEAD
TO LARGE LOSSES AS WELL AS GAINS. SUCH TRADING LOSSES CAN SHARPLY REDUCE THE NET ASSET VALUE OF THE POOL AND CONSEQUENTLY THE VALUE
OF YOUR INTEREST IN THE POOL. IN ADDITION, RESTRICTIONS ON REDEMPTIONS MAY AFFECT YOUR ABILITY TO WITHDRAW YOUR PARTICIPATION IN
FURTHER, COMMODITY POOLS MAY BE SUBJECT TO SUBSTANTIAL CHARGES
FOR MANAGEMENT, AND ADVISORY AND BROKERAGE FEES. IT MAY BE NECESSARY FOR THOSE POOLS THAT ARE SUBJECT TO THESE CHARGES TO MAKE
SUBSTANTIAL TRADING PROFITS TO AVOID DEPLETION OR EXHAUSTION OF THEIR ASSETS. THIS DISCLOSURE DOCUMENT CONTAINS A COMPLETE DESCRIPTION
OF EACH EXPENSE TO BE CHARGED THIS POOL AT PAGE 33 AND A STATEMENT OF THE PERCENTAGE RETURN NECESSARY TO BREAK EVEN, THAT IS, TO
RECOVER THE AMOUNT OF YOUR INITIAL INVESTMENT, AT PAGE 4.
THIS BRIEF STATEMENT CANNOT DISCLOSE ALL THE RISKS AND OTHER
FACTORS NECESSARY TO EVALUATE YOUR PARTICIPATION IN THIS COMMODITY POOL. THEREFORE, BEFORE YOU DECIDE TO PARTICIPATE IN THIS COMMODITY
POOL, YOU SHOULD CAREFULLY STUDY THIS DISCLOSURE DOCUMENT, INCLUDING THE DESCRIPTION OF THE PRINCIPAL RISK FACTORS OF THIS INVESTMENT,
AT PAGE 5.
YOU SHOULD ALSO BE AWARE THAT THIS COMMODITY POOL MAY TRADE
FOREIGN FUTURES CONTRACTS. TRANSACTIONS ON MARKETS LOCATED OUTSIDE THE UNITED STATES, INCLUDING MARKETS FORMALLY LINKED TO A UNITED
STATES MARKET, MAY BE SUBJECT TO REGULATIONS WHICH OFFER DIFFERENT OR DIMINISHED PROTECTION TO THE POOL AND ITS PARTICIPANTS. FURTHER,
UNITED STATES REGULATORY AUTHORITIES MAY BE UNABLE TO COMPEL THE ENFORCEMENT OF THE RULES OF REGULATORY AUTHORITIES OR MARKETS
IN NON-UNITED STATES JURISDICTIONS WHERE TRANSACTIONS FOR THE POOL MAY BE EFFECTED.
Table of Contents
The Fund’s Investment Objective and Strategy
Principal Investment Risks of an Investment in the Fund
Risk Factors Involved with an Investment in the Fund
Risks Associated with the Freight Futures
Risks Associated with the Fund’s Operations
The Fund’s Investment Objective and Strategy
Prior Performance of the Fund
PERFORMANCE DATA FOR THE FUND
Impact of Futures Roll on Total Returns and Fund Allocation
Fund Trading Policies
The Fund’s Operations
The Sponsor and its Management and Trading Principals
Performance of Related Pools
Commodity Trading Advisor
The Fund’s Service Providers
Administrator, Custodian, Fund Accountant, and Transfer Agent
Futures Commission Merchant
Other Fees and Expenses
Management’s Discussion and Analysis
Conflicts of Interest
Fiduciary and Regulatory Duties of the Sponsor
Management; Voting by Shareholders
Liability and Indemnification
Provisions of Law
Books and Records
Statements, Filings, and Reports
Governing Law; Consent to Delaware Jurisdiction
U.S. Federal Income Tax Considerations
Investment by ERISA Accounts
Form of Shares
Inter-Series Limitation on Liability
Creation and Redemption of Shares
Plan of Distribution
Use of Proceeds
Information You Should Know
Summary of Promotional and Sales Material
Where You Can Find More Information
Incorporation By Reference and Availability of Certain Information
This is only a summary of the prospectus and, while it contains
material information about the Breakwave Dry Bulk Shipping ETF (the “Fund”) and its shares, it does not contain or
summarize all of the information about the Fund and the shares contained in this prospectus that is material and/or which may be
important to you. You should read this entire prospectus, including “Risk Factors Involved with an Investment in the Fund”
beginning on page 5, before making an investment decision about the shares. For a glossary of defined terms, see Appendix A.
The Fund is a series of ETF Managers Group Commodity Trust I
(the “Trust”), a Delaware statutory trust formed on July 23, 2014. The Trust is a series trust formed pursuant to the
Delaware Statutory Trust Act, of which the Fund is currently the sole series. The Fund 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 managed and controlled by ETF Managers Capital LLC (the “Sponsor”), a Delaware limited liability company.
The Sponsor is registered with the Commodity Futures Trading Commission (“CFTC”) as a commodity pool operator (“CPO”)
and is a member of the National Futures Association (“NFA”). Breakwave Advisors LLC (“Breakwave”) is registered
as a “commodity trading advisor” (“CTA”) with the CFTC and serves as the Fund’s commodity trading
The principal office of the Sponsor, Trust and Fund is located
at 30 Maple Street, Suite 2, Summit, NJ 07901. The telephone number for each is (908) 897-0518.
In order for a hypothetical investment in shares to break even
over the next 12 months, assuming a selling price of $7.70 (the closing price per share as of December 31, 2020), the investment
would have to generate a 3.77% return or $0.29.
The Fund’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 the Fund, by tracking
the performance of a portfolio (the “Benchmark Portfolio”) consisting of a three-month strip of the nearest calendar
quarter of futures contracts on specified indexes (each a “Reference Index”) that measure rates for shipping dry bulk
freight (“Freight Futures”). Each Reference Index is published each United Kingdom business day by the London-based
Baltic Exchange Ltd. (the “Baltic Exchange”) and measures the charter rate for shipping dry bulk freight in a specific
size category of cargo ship – Capesize, Panamax or Supramax. The three Reference Indexes are as follows:
: the Capesize 5TC Index;
: the Panamax 4TC Index; and
: the Supramax 10TC 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 10TC 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
The Fund 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
includes all existing positions to maturity and settle them in cash. During any given calendar quarter, the 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.
The Benchmark Portfolio maintains long-only positions in Freight
Futures. The Benchmark Portfolio includes a combination of Capesize, Panamax and Supramax Freight Futures. More specifically, the
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 Benchmark Portfolio does 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 are available on the Fund’s website at
When establishing positions in Freight Futures, the Fund is
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 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 are held at the Fund’s custodian in cash or
cash equivalents, as discussed below.
The Fund holds 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 Fund was created to provide investors with a cost-effective and convenient way to gain exposure to daily
changes in the price of Freight Futures. The Fund is intended to be used as a
diversification opportunity as part of a complete portfolio, not a complete investment program.
An investment in the Fund involves risk. As with any investment,
you could lose all or part of your investment in the Fund, and the Fund’s performance could trail that of other investments.
The Fund is subject to the principal risks noted below which may adversely affect the Fund’s NAV, trading price, total return
and ability to meet its investment objective. Some of the risks you may face are summarized below. A more extensive discussion
of these risks appears beginning on page 5.
Investments in Freight Futures typically fluctuate in value
with 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 Market Risk
Futures and options contracts have expiration dates. Before
or upon the expiration of a contract, the Fund 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.
Negative Roll Risk
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. See the section titled “Impact of Futures Roll on Total Returns and Fund
Allocation” below for more information.
The Trust is organized as a Delaware statutory trust, but taxed
as a partnership in accordance with the provisions of the governing trust agreement and applicable state law and, therefore, has
a more complex tax treatment than conventional mutual funds. The Fund will furnish shareholders each year with tax information
on IRS Schedule K-1 (Form 1065) and each U.S. shareholder is required to report on its U.S. federal income tax return its allocable
share of income, gain, loss and deduction of the Fund. The tax reporting of a partnership interest can be complex and shareholders
may be advised to consult a tax expert.
Market Trading Risk
Shares of the Fund trade on the NYSE Arca and are bought and
sold throughout the trading day at bid and ask prices like other publicly traded securities. Such secondary market trading creates
risk for investors in Fund shares, including, but not limited to, the potential lack of an active market for Fund shares, losses
from trading in secondary markets, and periods of high volatility and disruption in the process through which shares of the Fund
are sold and redeemed. During periods of unusual volatility or market disruptions, market prices of Fund shares may deviate significantly
from the market value of the Fund’s portfolio investments or the NAV of Fund shares. Any of these factors may lead to the
Fund’s shares trading at a premium or discount to its NAV.
The Freight Futures trade off-exchange, without dedicated market
makers. As such, liquidity relies purely on the willingness of various market participants to engage voluntarily on a principal-to-principal
basis in trading. As a result, periods of limited pricing or no pricing might exist. During such periods, the Fund’s shares
could trade at a significant premium or discount to its NAV. In addition, a lack of liquidity could prevent the Fund from implementing
its investment strategy, rolling its positions or achieving its targeted weights among futures contracts.
The investment strategy used by the Sponsor or its implementation
may not produce the intended results.
The Fund invests solely in Freight Futures. Such concentration
may result in a high degree of volatility in the net asset value of the Fund under specific market conditions and over time.
The Fund pays fees and expenses that are incurred regardless
of whether it is profitable. In order for an investor making an investment in shares of the Fund to break even over the 12-month
period following the date of this prospectus, assuming a selling price of $7.70 (the closing price per share as of December 31,
2020), the investment would have to generate a 3.77% return or $0.29 for the investor not to lose money.
Unlike mutual funds, commodity pools or other investment pools
that manage their investments in an attempt to realize income and gains and distribute such income and gains to their investors,
the Fund generally does not distribute cash to shareholders. You should not invest in the Fund if you will need cash distributions
from the Fund to pay taxes on your share of income and gains of the Fund, if any, or for any other reason.
You will have no rights to participate in the management of
the Fund and will have to rely on the duties and judgment of the Sponsor to manage the Fund.
The Fund is subject to actual and potential inherent conflicts
involving the Sponsor and its principals, various commodity futures brokers and Authorized Participants. The Sponsor’s officers,
directors and employees do not devote their time exclusively to the Fund. The Sponsor’s directors, officers or employees
may serve in the same or different functions with other entities that may compete with the Fund for their services, including other
commodity pools that the Sponsor or its trading principal manages or may manage in the future (the pools that the Sponsor or its
trading principals manage or have managed in the past are referred to in this prospectus as the “Related Pools”). These
persons could have a conflict between their responsibilities to the Fund and to those other entities.
There can be no assurance that the Fund will grow to or maintain
an economically viable size, in which case the Sponsor may liquidate the Fund. Investors could lose part or all their investment.
The breakeven analysis below indicates the approximate dollar
returns and percentage required for the redemption value of a hypothetical initial investment in a single share of the Fund to
equal the amount invested twelve months after the investment was made. For purposes of this breakeven analysis, the price of $7.70
per share, which was the price per share as of the close of trading on December 31, 2020, is assumed.
You should note that you
may pay brokerage commissions on purchases and sales of the Fund’s shares, which are not reflected in the table; however,
the Fund’s brokerage fees and commissions are included (those costs associated with rolling futures).
This breakeven analysis refers to the redemption of Baskets
by Authorized Participants and is not related to any gains an individual investor would have to achieve in order to break even.
The breakeven analysis is an approximation only.
Assumed initial selling price per share
Management, License and Service Fees
Creation Basket fee
Estimated Brokerage Fee (0.40%)
Other Fund Fees and Expenses
Amount of trading income required for the Fund’s NAV to break even
Percentage of initial selling price per share
The Fund is obligated to
pay the Sponsor a Sponsor Fee, payable monthly, equal to the greater of (i) 0.15% per year of the Fund’s average daily net
assets; or (ii) $125,000. The Fund also pays Breakwave a license and service fee, paid monthly in arrears, for the use of the
Benchmark Portfolio in an amount equal to 1.45% per annum of the value of the Fund’s average daily net assets. Average daily
net assets are calculated daily by taking the average of the total net assets of the Fund over the calendar year –
the sum of daily total net assets divided by the number of calendar days in the year. On days when markets are closed, the total
net assets are the total net assets from the last day when the market was open. The amount presented is based on the Fund’s
total assets as of December 31, 2020 and incorporates the Sponsor’s and Breakwave’s contractual agreements to waive
their fees and/or assume Fund expenses (excluding brokerage fees, interest expense, and extraordinary expenses) to cap Total Annual
Fund Expenses at 3.50% (see note 6 below).
are required to pay a Creation Basket fee of $250 for each order they place to create one or more Baskets. An order must be at
least one Basket, which is 25,000 shares. This breakeven analysis assumes a hypothetical investment in a single share so the Creation
Basket fee is $0.01 (250/25,000).
Brokerage commissions represent
the cost of rolling the futures four times in 12 months, in line with the roll methodology of the Fund. Each time, a 0.10% commission
applies to the nominal amount. In addition, exchange and FCM clearing fees are included, based on the nominal amount, and lot
estimates based on futures prices as of December 31, 2020.
Other Fund Fees and Expenses
include, among others, legal, printing, accounting, distribution, custodial, administration, bookkeeping, and transfer agency
costs. This amount is based on estimated expenses calculated on an annualized basis. The Sponsor has paid all of the expenses
related to the organization of the Fund and offering of the shares in this prospectus.
The Fund earns interest
on its investments and funds it deposits with the futures commission merchant and the custodian, U.S. Treasuries, and money market
funds at an estimated interest rate of 0.04%. This is a blended rate based on the rate of interest earned on all of the foregoing
as of January 15, 2021. The actual rates may vary.
Breakwave has agreed to
waive its fee and the Sponsor has agreed to assume the Fund’s Other Expenses (which term excludes brokerage fees, interest
expenses, and extraordinary expenses) so that the Fund’s total annual expenses do not exceed 3.50% per annum through February
28, 2022. After that date, the expense limitation may be terminated and Fund shareholders may incur expenses higher than 3.50%
annually, perhaps significantly higher. The percentage of initial selling price per share in the table represents the estimated
approximate percentage of selling price per share net of any expenses or Management Fees waived or assumed by Breakwave or the
Sponsor. The Fund may also be responsible for brokerage fees, interest expense, and certain non-recurring or extraordinary fee
You should consider carefully the risks described below before
making an investment decision. You should also refer to the other information included in this prospectus and in our periodic and
current reports filed with the Securities and Exchange Commission that are incorporated by reference. Such information includes
the Fund’s, the Trust’s and the Sponsor’s financial statements and the related notes. See “Incorporation
By Reference and Availability of Certain Information.”
An investment in the Fund involves risks. You could lose all
or part of your investment in the Fund, and the Fund’s performance could trail that of other investments. The Fund is subject
to the principal risks noted below which may adversely affect the Fund’s NAV, trading price, yield, total return and ability
to meet its investment objective.
The value of the Shares of the Fund relates directly to
the value of, and realized profit or loss from, the Freight Futures and other assets held by the Fund, and fluctuations in price
could materially affect the Fund’s shares.
The NAV of the Fund’s shares relates directly to the value
of the Freight Futures, cash and cash equivalents held by the Fund and the portfolio’s average term established and maintained
through the Fund’s investment in Freight Futures. Fluctuations in the prices of these assets could materially adversely affect
the value and performance of an investment in the Fund’s shares. Past performance is not necessarily indicative of futures
results; all or substantially all of an investment in the Fund could be lost. The primary types of investment-related risk are
The Fund and its assets are subject to the risks inherent
in dry bulk freight shipping industry.
Investments in freight futures typically fluctuate in value
with 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. As such, any decrease in spot dry bulk freight rates
could lead to declines in the value of Freight Futures which could have a negative impact on the Fund’s performance. Charter
rates will vary with the supply and demand for dry bulk freight. Geopolitical events and government actions will affect the supply
and demand for dry bulk freight and, thus, the spot charter rate. Factors that affect dry bulk freight rates include, but are not
Global economic growth;
Supply of dry bulk vessels;
Demand for dry bulk commodity transportation;
Currency exchange rates;
Wars and geopolitical conflicts;
Closures of waterways and canals;
New routes and expansion of existing waterways and canals;
Weather and other environmental conditions; and
Industry and environmental regulations.
COVID-19 spread globally throughout 2020 and has harmed the
global, regional and national economies in unexpected and unpredictable ways. This pandemic has had material adverse effects on
the global economy, triggering widespread unemployment and negative revaluation of risk assets. The economic turmoil and market
break has led to unprecedented amounts of stimulus in regional and national economies by central banks and other governmental authorities.
Despite massive intervention, the recovery is highly fragile as the persistence of the COVID-19 virus remains a major risk globally.
No assurance can be given that the disruption will end soon or that the value of the Shares will not be affected materially and
adversely by the pandemic and its consequences. Escalation or prolonged continuation of the pandemic could exacerbate other risk
factors identified herein and materially and adversely affect the value of the Shares.
Extreme economic and trade disruption caused by the COVID-19
virus outbreak dominated shipping market fundamentals in 2020. In early 2020, the COVID-19 outbreak caused a severe disruption
in trade, and global economies came to a virtual halt leading to a collapse in demand for commodities. As a result, dry bulk spot
rates experienced considerable volatility during the year. During the three months ended March 31, 2020, freight rates experienced
significant weakness relative to the previous quarter, with the Baltic Dry Index, an index that tracks global spot rates for dry
bulk freight, declining more than 40% during the period. The Chinese economy, which is the most important driver of dry bulk demand,
experienced major pressures because of the COVID-19 pandemic and industrial activity declined the most on record. This decline
in economic activity led to weak spot rates for shipping dry bulk freight, which led to a decline in the value of the Fund’s
holdings. While considerable stimulus efforts by the major economies around the globe have led to improved expectations for both
short-term and long-term spot rates for shipping dry bulk freight, there can be no guarantee that the persistence of the COVID-19
virus will not cause further declines to the value of the Fund’s investments.
The People’s Republic of China (“China”)
accounts for a sizable part of dry bulk demand, and changes in the economic and political environment in China and policies adopted
by the government to regulate its economy may have a material adverse effect on dry bulk charter rates and as a result, Freight
The economy of China, which has been in a state of transition
from a planned economy to a more market oriented economy, differs from the economies of most developed countries in many respects,
including the level of government involvement, its state of development, its growth rate, control of foreign exchange, protection
of intellectual property rights and allocation of resources.
Although the majority of productive assets in China are still
owned by the government at various levels, in recent years, the Chinese government has implemented economic reform measures emphasizing
utilization of market forces in the development of the economy of China and a high level of management autonomy. The economy of
China has experienced significant growth in the past 20 years, but growth has been uneven both geographically and among various
sectors of the economy. Economic growth has also been accompanied by periods of high inflation. The Chinese government has implemented
various measures from time to time to control inflation and restrain the rate of economic growth.
For more than 20 years, the Chinese government has carried out
economic reforms to achieve decentralization and utilization of market forces to develop the economy of China. These reforms have
resulted in significant economic growth and social progress. There can, however, be no assurance that the Chinese government will
continue to pursue such economic policies or, if it does, that those policies will continue to be successful. Any such adjustment
and modification of those economic policies may have an adverse impact on the economy of China and, thus, the demand for dry bulk
freight. Further, the Chinese government may from time to time adopt corrective measures to control the growth of the economy which
may also have an adverse impact on the economy. Political changes, social instability and adverse diplomatic developments in China
could result in the imposition of additional government restrictions including expropriation of assets, confiscatory taxes or nationalization
of some or all of the property held by companies in China. The current political climate has intensified concerns about a potential
trade war between China and the United States, as each country has imposed tariffs on the other country’s products. In addition,
some U.S. politicians have sought to limit certain U.S. investors from investing in Chinese companies. These actions may trigger
a significant reduction in international trade, the oversupply of certain manufactured goods, substantial price reductions of goods
and possible failure of individual companies and/or large segments of China’s export industry, which could have a negative
impact on the Fund’s performance. Events such as these and their consequences are difficult to predict and it is unclear
whether further tariffs may be imposed or other escalating actions may be taken in the future. China has experienced security concerns,
such as terrorism and strained international relations, as well as major health crises. These health crises include, but are not
limited to, the rapid and pandemic spread of novel viruses commonly known as SARS, MERS, and COVID-19 (Coronavirus). Such health
crises could exacerbate political, social, and economic risks previously mentioned and could reduce consumer demand or economic
output, result in market closures, travel restrictions or quarantines, and generally have a significant impact on the Chinese economy.
Any adverse effects on the Chinese economy may negatively affect demand for dry bulk freight and, thus, the value of the charter
rates. In particular, any curtailing in coal usage or steel production in China could have a material impact on dry bulk demand,
and thus, dry bulk freight rates. Any changes in the charter rates could affect the value of Freight Futures.
Illiquidity in the freight futures markets could make
it impossible for the Fund to realize profits, losses or roll positions
The Freight Futures market depends on the willingness of market
participants to engage in a principal-to-principal trading and lacks the structure of other markets where market makers are obligated
to provide liquidity at all times. As a result, periods of limited liquidity or no liquidity at all can occur. During such periods,
the Fund might not be able to execute its investment strategy, roll positions, rebalance the portfolio to desired weightings, or
honor creation and redemption requests.
Freight Futures can be volatile, which could result in
large fluctuation in the price of Fund shares and should be monitored consistently by investors.
Futures contracts have a high degree of price variability and
are subject to occasional rapid and substantial changes. Because the Fund will invest substantially all of its assets in Freight
Futures, you could lose a substantial part of your investment in the Fund.
Movement in the price of freight and Freight Futures will be
outside of the Sponsor’s control and may not be anticipated by the Sponsor. The fund is exposed to Freight Futures and thus,
might experience greater than expected volatility. The Fund is not a diversified investment vehicle, and therefore may be subject
to greater volatility than a diversified portfolio or a more diversified commodity pool.
Natural Disaster/Epidemic Risk.
Natural or environmental disasters, such as earthquakes, fires,
floods, hurricanes, tsunamis and other severe weather-related phenomena generally, and widespread disease, including pandemics
and epidemics (for example, the novel coronavirus COVID-19), have been and can be highly disruptive to economies and markets and
have recently led, and may continue to lead, to increased market volatility and significant market losses. Such natural disaster
and health crises could exacerbate political, social, and economic risks previously mentioned, and result in significant breakdowns,
delays, shutdowns, social isolation, and other disruptions to important global, local and regional supply chains affected, with
potential corresponding results on the operating performance of the Fund and its investments. A climate of uncertainty and panic,
including the contagion of infectious viruses or diseases, may adversely affect global, regional, and local economies and reduce
the availability of potential investment opportunities, and increases the difficulty of performing due diligence and modeling market
conditions, potentially reducing the accuracy of financial projections. Under these circumstances, the Fund may have difficulty
achieving its investment objective which may adversely impact performance. Further, such events can be highly disruptive to economies
and markets, significantly disrupt the operations of individual companies (including, but not limited to, the Sponsor and third
party service providers), sectors, industries, markets, securities and commodity exchanges, currencies, interest and inflation
rates, credit ratings, investor sentiment, and other factors affecting the value of the Fund’s investments. These factors
can cause substantial market volatility, exchange trading suspensions and closures and can impact the ability of the Fund to complete
redemptions and otherwise affect Fund performance and Fund trading in the secondary market. A widespread crisis may also affect
the global economy in ways that cannot necessarily be foreseen at the current time. How long such events will last and whether
they will continue or recur cannot be predicted. Impacts from these events could have significant impact on the Fund’s performance,
resulting in losses to your investment.
Risk that Current Assumptions and Expectations Could Become
Outdated As a Result of Global Economic Shocks.
The onset of the novel coronavirus (COVID-19) has caused significant
shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of
COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity
in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to
what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the
fastest such move in the history of U.S. financial markets. Contemporaneous with the onset of the COVID-19 pandemic in the United
States, oil experienced shocks to supply and demand, impacting the price and volatility of oil. The global economic shocks
being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly
or inaccurate, resulting in significant losses.
The Fund seeks to invest its assets to the fullest extent possible
in Freight Futures to achieve its investment objective of providing investors exposure to the daily change in Freight Futures,
before Fund liabilities and expenses. However, changes in the NAV may not replicate the performance of Freight Futures due to a
variety of reasons, including but not limited to:
the Fund may not be able to purchase or sell the exact amount of Freight Futures required to meet its investment objective;
regulatory or other extraordinary circumstances may limit the Fund’s ability to create or redeem Baskets;
the Fund will pay certain of its fees and expenses, including brokerage fees and expenses, extraordinary expenses, the Management Fee (as described below), and a significant increase in the Fund’s liabilities and expenses could lead to underperformance of the Fund relative to daily percentage changes in the Freight Futures;
the Fund will employ no leverage and thus, will invest less than its available capital in Freight Futures, which could lead to underperformance compared to the performance of the Freight Futures market;
an imperfect correlation between the performance of Freight Futures held by the Fund and the Fund’s NAV;
market illiquidity or disruption;
rounding of Fund share prices;
the amount of Freight Futures liquidated to satisfy redemption requests;
time differences between the trading of the Fund’s shares and the Freight Futures market;
early and unanticipated closings of the markets on which the holdings of the Fund trade, resulting in the inability of the Fund to execute intended portfolio transactions.
The market price at which investors buy or sell shares
may be significantly more or less than NAV.
The market price at which investors buy or sell shares may be
significantly less or more than NAV. The Fund’s per share NAV will change throughout the day as fluctuations occur in the
market value of the Fund’s portfolio assets. The public trading price at which an investor buys or sells shares during the
day from their broker may be different from the NAV of the shares. Price differences may relate primarily to supply and demand
forces at work in the secondary trading market for the Fund’s shares that are closely related to, but not identical to, the
same forces influencing the prices of the freight futures, cash and cash equivalents that constitute the Fund’s assets.
The NAV of the Fund’s shares may also be influenced by
non-concurrent trading hours between the NYSE Arca and the market for Freight Futures. While the Fund’s shares trade on the
NYSE Arca from 9:30 a.m. to 4:00 p.m. E.T., the trading hours for the freight market do not coincide during all of this time. As
a result, trading spreads and the resulting premium or discount on the shares may widen and, therefore, increase the difference
between the price of the shares and the NAV of the shares.
An absence of “backwardation” or the presence
of “contango” in the prices of Freight Futures may decrease the value of the shares.
As the Fund’s Freight Futures near expiration, they will
be replaced by contracts that have a later expiration. For example, a contract purchased and held in January 2021 may specify a
March 2021 expiration. As that contract nears expiration, it may be replaced by selling the January 2021 contract and purchasing
the contract expiring in April 2021. This process is referred to as “rolling.” Backwardation exists when the price
for commodity contracts with shorter-term expirations are higher than the price for contracts with longer-term expirations. In
these circumstances, absent other factors, the sale of the January 2021 contract would be consummated at a price that is higher
than the price at which the April 2021 contract is purchased. Once the Fund purchased the April 2021 contract and assuming no other
changes to the prevailing spot price for shipping dry bulk freight nor the price relationship between the spot dry bulk freight
price and futures contracts, hypothetically the value of the April 2021 contract would increase over time, thereby creating a gain
for the Fund.
Conversely, contango exists when the price for commodity contracts
with longer-term expirations are higher than the price for contracts with shorter-term expirations. In these circumstances, absent
other factors, the sale of the January 2021 contract would be consummated at a price that is lower than the price at which the
April 2021 contract is purchased. Once the Fund purchased the April 2021 contract and assuming no other changes to the prevailing
spot price for shipping dry bulk freight nor the price relationship between the spot dry bulk freight price and futures contracts,
hypothetically the value of the April 2021 contract would increase over time, thereby creating a loss for the Fund.
See the section titled “Impact of Futures Roll on Total
Returns and Fund Allocation” below for more information.
The investment objective of the Fund is not intended to
correlate with any spot price of a Reference Index or any other freight indices, and this could cause the price of the Fund’s
shares to substantially vary from changes in the spot price of freight.
The investment objective of the Fund is to provide investors
with exposure to the daily change of near-dated Freight Futures and not on the spot freight rates. Freight Futures reflect the
market participants’ expectation of average levels of freight rates and not any particular price level in the future. Positive
changes in the spot charter rates might not necessarily transform to positive changes in Freight Futures, as market participants
might view such increases as temporary. On the other hand, futures prices might deviate from the price of spot rates as participants
anticipate different spot levels in the future. The absence of physical delivery in the freight futures market and thus the absence
of carry trade means that freight futures price levels are generally more disconnected from spot rates compared to other commodity
Weak correlation between the Fund’s NAV and the spot price
of freight or spot-related indices such as the Baltic Dry Index (as discussed below) may result. Investors may not be able to effectively
hedge the risk of losses in freight-related transactions or indirectly invest in spot freight rates.
The NAV may be overstated or understated due to the valuation method employed when a settlement price for
Freight Futures is not available on the date of NAV calculation.
The NAV will include, in part, any unrealized profits or losses
on open Freight Futures. Under normal circumstances, the NAV will reflect the settlement price of open Freight Futures on the date
the NAV is being calculated. However, a Freight Futures contract may not be trading on a day when the Fund is accepting creation
and redemption orders. As a result, the Fund may attempt to calculate the fair value of such Freight Futures. In such situation,
the Sponsor may use the settlement price on the most recent date which the Freight Futures would have traded as the basis of determining
the market value of such contract for such day, or use an alternative fair value methodology. Accordingly, if the Sponsor implements
fair value methodologies to calculate the value of Freight Futures for any reason, there is the risk that the calculation of NAV
on the applicable day will be overstated or understated, which may adversely affect an investment in the Fund’s shares.
Freight Futures may not uniformly change across maturities.
The Fund will invest in Freight Futures with different maturity
dates. Generally, the Fund will hold futures with maturities of 1-6 months. Freight Futures prices do not change uniformly and
therefore if spot charter rates rise, the investment performance of the Fund will be impacted by the Fund’s current maturity
exposure which may be different from the expectations of the Sponsor and investors in the Fund. At any time, the Fund’s maturity
exposure may not be optimal with respect to a movement in spot charter rates or short-term freight futures which would negatively
impact performance. In addition, freight futures settle against monthly averages of spot charter rates, and as such, the timing
of any positive of negative move in spot charter rates is important in terms of pricing and trading of freight futures.
Freight Futures transactions are subject to little, if
Freight Futures trade on a principal-to-principal basis, and
then the transactions are cleared through major exchanges. The Freight Futures markets rely upon the integrity of market participants
in lieu of the additional regulation imposed by the CFTC on participants in the futures markets. The lack of regulation in these
markets could expose the Fund in certain circumstances to significant losses in the event of trading abuses or financial failure
The Fund may experience a loss
if it is required to sell U.S. Treasuries or cash equivalents at a price lower than the price at which they were acquired.
If the Fund is required to sell U.S.
Treasuries or cash equivalents at a price lower than the price at which they were acquired, the Fund will experience a loss. This
loss may adversely impact the price of the Fund’s shares. The value of U.S. Treasuries and other debt securities generally
moves inversely with movements in interest rates. The prices of longer maturity securities are subject to greater market
fluctuations as a result of changes in interest rates. While the short-term nature of the Fund’s investments in
U.S. Treasuries and cash equivalents should minimize the interest rate risk to which the Fund is subject, it is possible that the
U.S. Treasuries and cash equivalents held by the Fund will decline in value.
The Fund will not take defensive positions to protect
against declining freight rates, which could cause a decline to the value of the Fund’s shares.
The Fund will maintain a portfolio with a targeted average tenure
of approximately 60 days, regardless of the Sponsor’s views on expected freight rate movements. The Fund will not take a
defensive position if freight rates decline or if the Sponsor expects rates to decline. The Fund’s performance will be highly
sensitive to freight rate changes and the value of the Fund’s shares will decrease as freight rates fall.
If this offering of shares does
not raise sufficient funds to make the Fund’s future operations viable, the Fund may be forced to terminate and investors
may lose all or part of their investment.
All of the expenses relating to the
Fund incurred prior to the date of this prospectus have been or will be paid by the Sponsor. These payments by the Sponsor were
designed to allow the Fund the ability to commence the public offering of its shares. As of the date of this prospectus, the Fund
pays the fees, costs and expenses of its operations. If the Sponsor and the Fund are unable to raise sufficient funds so that the
Fund’s expenses are reasonable in relation to its NAV, the Fund may be forced to terminate and investors may lose all or
part of their investment.
The liquidity of the shares may
be affected by the withdrawal from participation of Authorized Participants, which could adversely affect the market price of the
In the event that one or more Authorized
Participants that are actively involved in purchasing and selling Shares cease to be so involved, the liquidity of the shares will
likely decrease, which could adversely affect the market price of the shares and result in your incurring a loss on your investment.
The Fund may incur higher fees
and expenses upon renewing existing or entering into new contractual relationships.
If the Fund enters into new contractual
relationships or renews existing relationships with its service providers, it may incur higher fees and expenses and need to change
its accruals or introduce new fees and expenses. Any such change could make investors; investment less profitable.
The Fund is not actively managed and will attempt to deliver
investors exposure to daily changes in the price of Freight Futures during periods in which the prices of Freight Futures are flat
or declining as well as when they are rising.
The Sponsor will seek to hold Freight Futures
during periods in which daily changes in the price of Freight Futures are flat or declining as well as when they are rising, and
will not actively manage the Fund based on any other discretionary criteria. For example, if the Fund’s positions in Freight
Futures are declining in value, the Fund will not close out such positions, except during rebalancing periods or for creation and
redemption orders in accordance with its investment objective. Any decrease in value of the Fund’s Freight Futures positions
will result in a decrease in the NAV and likely will result in a decrease in the market price of the shares.
Several factors may affect the Fund’s
ability to consistently track the Benchmark Portfolio and achieve the Fund’s investment objective.
As with all funds that track a benchmark,
the performance of the Fund may not closely track the performance of the benchmark for a variety of reasons. For example, the Fund
incurs operating expenses and portfolio transaction costs not incurred by the benchmark. The Fund is also required to manage cash
flows and may experience operational inefficiencies the Benchmark Portfolio does not. In addition, the Fund may not be fully invested
in the contents of its Benchmark Portfolio at all times or may hold securities not included in its Benchmark Portfolio. As a result,
there can be no assurance that the Fund will be able to achieve its investment objective.
The success of the Fund depends on
the ability of the CTA to accurately implement trading systems, and any failure to do so could subject the Fund to losses on such
The CTA will use mathematical formulas
to facilitate the purchase and sale of Freight Futures. The CTA must make accurate calculations and execute the trades dictated
by such calculations. In addition, the Fund relies on the CTA to properly operate and maintain its computer and communications
systems. Execution of the formulas and operation of the systems are subject to human error. Any failure, inaccuracy or delay in
implementing any of the formulas or systems or executing the Fund’s transactions could impair the Fund’s ability to
achieve its investment objective.
The Trust is taxed as a partnership and the applicable
tax laws are complex and burdensome on investors and may cause investors to incur tax liabilities in excess of any distributions
they may receive with respect to the shares.
An investor’s tax liability may exceed the amount of distributions,
if any, on its shares. Cash or property will be distributed at the sole discretion of the Sponsor. The Sponsor has not and does
not currently intend to make cash or other distributions with respect to the shares. Investors will be required to pay U.S. federal
income tax and, in some cases, state, local, or foreign income tax, on their allocable share of the Fund’s taxable income,
without regard to whether they receive distributions or the amount of any distributions. Therefore, the tax liability of an investor
with respect to its shares is likely to exceed the amount of cash or value of property (if any) distributed.
An investor’s allocable share of taxable income or loss
may differ from its economic income or loss on its shares.
Due to the application of the assumptions and conventions applied
by the Fund in making allocations for tax purposes and other factors, an investor’s allocable share of the Fund’s income,
gain, deduction or loss may be different than its economic profit or loss from its shares for a taxable year. This difference could
be temporary or permanent and, if permanent, could result in a shareholder being taxed on amounts in excess of its economic income.
Items of income, gain, deduction, loss and credit with respect
to shares could be reallocated if the U.S. Internal Revenue Service (“IRS”) does not accept the assumptions and conventions
applied by the Fund in allocating those items, with potential adverse consequences for an investor.
The U.S. tax rules pertaining to entities taxed as partnerships
are complex and their application to large, publicly traded partnership treated entities such as the Fund is in many respects uncertain.
The Fund applies certain assumptions and conventions in an attempt to comply with the intent of the applicable rules and to report
taxable income, gains, deductions, losses and credits in a manner that properly reflects shareholders’ economic gains and
losses. These assumptions and conventions may not fully comply with all aspects of the Internal Revenue Code (the “Code”)
and applicable Treasury Regulations, however, and it is possible that the IRS could successfully challenge the Fund’s allocation
methods and require the Fund to reallocate items of income, gain, deduction, loss or credit in a manner that adversely affects
investors. If this occurs, investors may be required to file an amended tax return and to pay additional taxes plus deficiency
The Fund could be treated as a corporation for federal
income tax purposes, which may substantially reduce the value of the shares.
The Fund has obtained an opinion of counsel that, under current
U.S. federal income tax laws, the Fund will be treated as a trust that is not taxable as a corporation for U.S. federal income
tax purposes, provided that (i) at least 90 percent of the Fund’s annual gross income consists of “qualifying income”
as defined in the Code, (ii) the Fund is organized and operated in accordance with its governing agreements and applicable law
and (iii) the Fund does not elect to be taxed as a corporation for federal income tax purposes. Although the Sponsor anticipates
that the Fund will satisfy the “qualifying income” requirement for all of its taxable years, that result cannot be
assured. The Fund has not requested and will not request any ruling from the IRS with respect to its classification as a trust
not taxable as a corporation for federal income tax purposes. If the IRS were to successfully assert that the Fund is taxable as
a corporation for federal income tax purposes in any taxable year, rather than passing through its income, gains, losses and deductions
proportionately to shareholders, the Fund would be subject to tax on its net income for the year at corporate tax rates. In addition,
although the Sponsor does not currently intend to make distributions with respect to shares, any distributions would be taxable
to shareholders as dividend income. Taxation of the Fund as a corporation could materially reduce the after-tax return on an investment
in shares and could substantially reduce the value of the shares.
The Fund is organized and operated as a Delaware statutory
trust in accordance with the provisions of the declaration of trust and applicable state law, and therefore, the Fund has a more
complex tax treatment than traditional mutual funds.
The Fund is organized and operated as a trust in accordance
with the provisions of the governing trust agreement (the “Trust Agreement”) and applicable state law. No U.S. federal
income tax is paid by the Fund on its income. Instead, the Fund will furnish shareholders each year with tax information on IRS
Schedule K-1 (Form 1065) and each U.S. shareholder is required to report on its U.S. federal income tax return its allocable share
of the income, gain, loss and deduction of the Fund. This must be reported without regard to the amount (if any) of cash or property
the shareholder receives as a distribution from the Fund during the taxable year. The tax reporting of a partnership interest can
be complex and shareholders may be advised to consult a tax expert. A shareholder, therefore, may be allocated income or gain by
the Fund but receive no cash distribution with which to pay the tax liability resulting from the allocation, or may receive a distribution
that is insufficient to pay such liability.
In addition to federal income taxes, shareholders may be subject
to other taxes, such as state and local income taxes, unincorporated business taxes, business franchise taxes and estate, inheritance
or intangible taxes that may be imposed by the various jurisdictions in which the Fund does business or owns property or where
the shareholders reside. Although an analysis of those various taxes is not presented here, each prospective shareholder should
consider their potential impact on its investment in the Fund. It is each shareholder’s responsibility to file the appropriate
U.S. federal, state, local and foreign tax returns.
Certain of the Fund’s investments could be illiquid,
which could cause large losses to investors at any time or from time to time.
Although the Fund intends to hold positions to expiration and
cash-settle such positions, Freight Futures positions cannot always be liquidated, if needed, at the desired price. It is difficult
to execute a trade at a specific price when there is a relatively small volume of buy and sell orders in a market. A market disruption
can also make it difficult to liquidate a position. The large size of the positions that the Fund may acquire increases the risk
of illiquidity both by making its positions more difficult to liquidate and by potentially increasing losses while trying to do
The NYSE Arca may halt trading in the Fund’s shares,
which would adversely impact an investor’s ability to sell shares.
The Fund’s shares are listed for trading on the NYSE Arca
under the market symbol BDRY. Trading in shares may be halted due to market conditions or, in light of NYSE Arca rules and procedures,
for reasons that, in the view of the NYSE Arca, make trading in shares inadvisable. In addition, trading is subject to trading
halts caused by extraordinary market volatility pursuant to “circuit breaker” rules that require trading to be halted
for a specified period based on a specified market decline. Additionally, there can be no assurance that the requirements necessary
to maintain the listing of the Fund’s shares will continue to be met or will remain unchanged. NYSE Arca listing rules require
a minimum of 50,000 shares to be outstanding for continued listing and will be the Fund’s minimum.
The lack of an active trading market for the Fund’s
shares may result in losses on an investor’s investment in the Fund at the time the investor sells the shares.
Although the Fund’s shares are listed and traded on the
NYSE Arca, there can be no guarantee that an active trading market for the shares will be maintained. If an investor needs to sell
shares at a time when no active trading market for them exists, the price the investor receives upon sale of the shares, assuming
they were able to be sold, likely would be lower than if an active market existed.
During periods of unusual volatility or market disruptions,
market prices of Fund shares may deviate significantly from the market value of the Fund’s portfolio investments or the NAV
of Fund shares.
The NAV of Fund shares will generally fluctuate with changes
in the market value of the Fund’s securities holdings. The market prices of shares will generally fluctuate in accordance
with changes in the Fund’s NAV and supply and demand of shares on the NYSE Arca. It cannot be predicted whether Fund shares
will trade below, at or above their NAV. During periods of unusual volatility or market disruptions, market prices of Fund shares
may deviate significantly from the market value of the Fund’s securities holdings or the NAV of Fund shares.
The Sponsor is leanly staffed and relies heavily on key
personnel to manage the Fund and other funds.
In managing and directing the day-to-day activities and affairs
of the Fund, the Sponsor relies heavily on the services of its CEO, Samuel Masucci III, its CFO, John Flanagan and its CCO, Reshma
A. Tanczos. If any of the group were to leave or be unable to carry out his or her present responsibilities, it may have an adverse
effect on the management of the Fund.
There is a risk that the Fund will
not earn trading gains sufficient to compensate for the fees and expenses that it must pay and as such the Fund may not earn any
As discussed in more detail in the section of this prospectus
entitled “Breakeven Analysis” on page 4, the Fund has estimated that in order for a hypothetical investment in shares
to break even over the next 12 months, assuming a selling price of $7.70 (the closing price per share as of December 31, 2020),
the investment would have to generate a 3.77% return or $0.29. Both the Fund and its manager, the Sponsor, are newly formed and
have no operating history, and accordingly, the breakeven amount may be higher than estimated. The Fund’s Management Fee
and Other Expenses must be paid in all cases regardless of whether the Fund’s activities are profitable. Accordingly, the
Fund must earn trading gains sufficient to compensate for these fees and expenses before it can earn any profit.
Regulation of the futures and options markets is extensive
and constantly changing; future regulatory developments are impossible to predict but may significantly and adversely affect the
The futures markets are subject to comprehensive statutes, regulations,
and margin requirements. In addition, the CFTC and futures exchanges are authorized to take extraordinary actions in the event
of a market emergency, including, for example, the retroactive implementation of speculative position limits or higher margin requirements,
the establishment of daily price limits and the suspension of trading. Regulation of commodity interest transactions in the United
States is a rapidly changing 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. The
effect of any future regulatory change on the Fund is impossible to predict, but it could be substantial and adverse.
An investment in the Fund may provide little or no diversification
Freight rates historically have experienced little or no correlation
with other asset classes. Nevertheless, if freight rates decline, an investor in Fund shares will experience a loss at the same
time the investor may suffer losses with respect to other investments.
The Fund is not a registered investment company so shareholders
do not have the protections of the 1940 Act.
The Fund is not an investment company subject to the 1940 Act.
Accordingly, investors do not have the protections afforded by that statute. The 1940 Act is designed to protect investors by preventing:
insiders from managing investment companies to their benefit and to the detriment of public investors; the issuance of securities
having inequitable or discriminatory provisions; the management of investment companies by irresponsible persons; the use of unsound
or misleading methods of computing earnings and asset value; changes in the character of investment companies without the consent
of investors; and investment companies from engaging in excessive leveraging. To accomplish these ends, the 1940 Act requires the
safekeeping and proper valuation of fund assets, restricts greatly transactions with affiliates, limits leveraging, and imposes
governance requirements as a check on fund management.
The Fund and the Sponsor may have conflicts of interests.
The Fund is subject to actual and potential inherent conflicts
involving the Sponsor, various commodity futures brokers and Authorized Participants. The Sponsor’s officers, directors and
employees do not devote their time exclusively to the Fund. These persons are directors, officers or employees of other entities
that may compete with the Fund for their services. They could have a conflict between their responsibilities to the Fund and to
those other entities.
The Fund may also be subject to certain conflicts with respect
to its FCM through which it places trades in Freight Futures, including, but not limited to, conflicts that result from receiving
greater amounts of compensation from other clients, or purchasing opposite or competing positions on behalf of third party accounts
traded through the FCM.
Shareholders have only very limited voting rights and
have the power to replace the Sponsor only under specific circumstances. Shareholders do not participate in the management of the
Fund and do not control the Sponsor, so they do not have any influence over basic matters that affect the Fund.
Shareholders have very limited voting rights with respect to
the Fund’s affairs and have none of the statutory rights normally associated with the ownership of shares of a corporation
(including, for example, the right to bring “oppression” or “derivative” actions). Shareholders may elect
a replacement sponsor only if the Sponsor resigns voluntarily or loses its limited liability company charter. Shareholders are
not permitted to participate in the management or control of the Fund or the conduct of its business. Shareholders must therefore
rely upon the duties and judgment of the Sponsor to manage the Fund’s affairs.
The Fund could terminate at any time and cause the liquidation
and potential loss of an investor’s investment and could upset the overall maturity and timing of an investor’s investment
The Fund may terminate at any time, regardless of whether the
Fund has incurred losses, subject to the terms of the Trust Agreement. In particular, unforeseen circumstances, including the death,
adjudication of incompetence, bankruptcy, dissolution, or removal of the Sponsor as the manager of the Fund could cause the Fund
to terminate unless a majority interest of the security holders within 90 days of the event elects to continue the Fund. However,
no level of losses will require the Sponsor to terminate the Fund. The Fund’s termination would cause the liquidation and
potential loss of an investor’s investment. Termination could also negatively affect the overall maturity and timing of an
investor’s investment portfolio.
The Fund does not expect to make cash distributions.
Unlike mutual funds, commodity pools or other investment pools
that actively manage their investments in an attempt to realize income and gains from their investing activities and distribute
such income and gains to their investors, the Fund generally does not expect to distribute cash to security holders. An investor
should not invest in the Fund if the investor will need cash distributions from the Fund to pay taxes on its share of income and
gains of the Fund, if any, or for any other reason. Nonetheless, although the Fund does not intend to make cash distributions,
the income earned from its investments held directly or posted as margin may reach levels that merit distribution, e.g., at levels
where such income is not necessary to support its underlying investments and investors adversely react to being taxed on such income
without receiving distributions that could be used to pay such tax. If this income becomes significant then cash distributions
may be made.
An unanticipated number of redemption requests during
a short period of time could have an adverse effect on the Fund’s NAV.
If a substantial number of requests for redemptions are received
by the Fund during a relatively short period of time, the Fund may not be able to satisfy the requests from the Fund’s assets
not committed to trading. As a consequence, it could be necessary to liquidate positions in the Fund’s trading positions
before the time that the trading strategies would otherwise dictate liquidation.
The financial markets are currently
in a slow period of recovery and the financial markets are still relatively fragile.
Since 2008, the financial markets have
experienced very difficult conditions and volatility as well as significant adverse trends. Although the financial markets have
recovered somewhat, the financial markets are still fragile. A poor financial recovery could adversely affect the financial condition
and results of operations of the Fund’s service providers and Authorized Participants, which would impact the ability of
the Sponsor to achieve the Fund’s investment objective.
The failure or bankruptcy of a clearing broker or the
Fund’s custodian could result in a substantial loss of the Fund’s assets and could impair the Fund in its ability to
Under CFTC regulations, a clearing broker maintains customers’
assets in a bulk segregated account. If a clearing broker fails to do so, or even if the customers’ funds are segregated
by the clearing broker but the clearing broker is unable to satisfy a substantial deficit in a customer account, the clearing broker’s
other customers may be subject to risk of a substantial loss of their funds in the event of that clearing broker’s bankruptcy.
In that event, the clearing broker’s customers, such as the Fund, are entitled to recover, even in respect of property specifically
traceable to them, only a proportional share of all property available for distribution to all of that clearing broker’s
customers. The bankruptcy of a clearing broker could result in the complete loss of the Fund’s assets posted with the clearing
broker. The Fund may also be subject to the risk of the failure of, or delay in performance by, any exchanges and markets and their
clearing organizations, if any, on which commodity interest contracts are traded.
In addition, to the extent the Fund’s clearing broker
is required to post the Fund’s assets as margin to a clearinghouse, the margin will be maintained in an omnibus account containing
the margin of all the clearing broker’s customers. If the Fund’s clearing broker defaults to a clearinghouse because
of a default by one of the clearing broker’s other customers or otherwise, then the clearinghouse can look to all of the
margin in the omnibus account, including margin posted by the Fund and any other non-defaulting customers of the clearing broker
to satisfy the obligations of the clearing broker.
From time to time, clearing brokers may be subject to legal
or regulatory proceedings in the ordinary course of their business. A clearing broker’s involvement in costly or time-consuming
legal proceedings may divert financial resources or personnel away from the clearing broker’s trading operations, which could
impair the clearing broker’s ability to successfully execute and clear the Fund’s trades.
In addition, the majority of the Fund’s assets are held
in U.S. Treasury securities, cash and/or cash equivalents with U.S. Bancorp Fund Services, LLC (the “Custodian”). The
insolvency of the Custodian could result in a complete loss of the Fund’s assets held by that Custodian, which, at any given
time, could comprise a substantial portion of the Fund’s total assets.
Although the Shares of the Fund are limited liability
investments, certain circumstances such as bankruptcy or indemnification could increase a shareholder’s liability.
The Shares of the Fund are limited liability investments; shareholders
may not lose more than they invest plus any profits recognized on their investment. However, shareholders could be required, as
a matter of bankruptcy law, to return to the estate of the Fund any distribution they received at a time when the Fund was in fact
insolvent or in violation of its Trust Agreement. Shareholders also agree in the Trust Agreement that they will indemnify the Fund
for any harm suffered by the Fund as a result of the shareholders actions unrelated to the business of the Fund.
This prospectus includes “forward-looking statements”
which generally relate to future events or future performance. In some cases, you can identify forward-looking statements by terminology
such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,”
“believe,” “estimate,” “predict,” “potential” or the negative of these terms or
other comparable terminology. All statements (other than statements of historical fact) included in this prospectus that address
activities, events or developments that will or may occur in the future, including such matters as movements in the futures markets
and indexes that track such movements, the Fund’s operations, the Sponsor’s plans and references to the Fund’s
future success and other similar matters, are forward-looking statements. These statements are only predictions. Actual events
or results may differ materially. These statements are based upon certain assumptions and analyses the Sponsor has made based on
its perception of historical trends, current conditions and expected future developments, as well as other factors deemed appropriate
in the circumstances. Whether or not actual results and developments will conform to the Sponsor’s expectations and predictions,
however, is subject to a number of risks and uncertainties, including the special considerations discussed in this prospectus,
general economic, market and business conditions, changes in laws or regulations, including those concerning taxes, made by governmental
authorities or regulatory bodies, and other world economic and political developments. Consequently, all the forward- looking statements
made in this prospectus are qualified by these cautionary statements, and there can be no assurance that actual results or developments
the Sponsor anticipates will be realized or, even if substantially realized, that they will result in the expected consequences
to, or have the expected effects on, the Fund’s operations or the value of its shares.
Additional Information About the Fund, Its Investment Objective
The Fund is a commodity pool that issues common shares of beneficial
interest that may be purchased and sold on NYSE Arca. The Fund is a series of the Trust, a Delaware statutory trust formed on July
23, 2014 pursuant to the Delaware Statutory Trust Act, of which the Fund is currently the sole series. The Fund is a commodity
pool that issues common shares of beneficial interest that may be purchased and sold on NYSE Arca. Additional series of the Trust
may be created in the future. The Trust and the Fund operate pursuant to the Trust Agreement. The Fund is managed and controlled
by the Sponsor. The Sponsor is registered with the CFTC as a CPO and is a member of the NFA. Breakwave is registered with the CFTC
as a CTA and acts as such for the Fund.
The Fund seeks to achieve its objective
by purchasing Freight Futures that are cleared through major exchanges (see description of Freight Futures below). The Fund will
place purchase orders for Freight Futures with an execution broker. The broker will identify a selling counterparty and, simultaneously
with the completion of the transaction, will submit the block traded Freight Futures to the relevant exchange or clearing house
for clearing, thereby completing and creating a cleared futures transaction. If the exchange or clearing house does not accept
the transaction for any reason, the transaction is considered null and void and of no legal effect.
The principal markets for Freight Futures are the European Energy
Exchange (EEX) and the Singapore Exchange Ltd (“SGX”). Other exchanges that clear Freight Futures are ICE Futures US
(the “ICE”) and the Chicago Mercantile Exchange (“CME”). In each case, the applicable exchange acts as
a counterparty for each member for clearing purposes. The Fund’s investments in Freight Futures will be cleared by CME, SGX,
ICE, and/or the European Energy Exchange (“EEX”).
The Benchmark Portfolio consists of positions in the three-month
strip of the nearest calendar quarter of Freight Futures and roll them constantly to the next calendar quarter. The four-calendar
quarters are January, February, and March (Q1), April, May, and June (Q2), July, August, and September (Q3), and October, November
and December (Q4). The Benchmark Portfolio will consist of an equal number of Freight Futures in each of the three months comprising
the nearby calendar quarter at the beginning of such quarter. Throughout the quarter, the Benchmark Portfolio and the Fund will
attempt to roll positions in the nearby calendar quarter, on a pro rata basis. For example, if the Fund was currently holding the
Q1 calendar quarter comprising the January, February and March monthly contracts, each week in the month of February, the Fund
will attempt to purchase Q2 contracts in an amount equal to approximately one quarter of the expiring February positions. As a
result, by the end of February, the Fund would have rolled the February position to Q2 contracts, leaving the Fund with March and
Q2 contracts. At the end of March, the Fund will have completed the roll and will then hold only Q2 exposure comprising April,
May and June monthly contracts. Since Freight Futures contracts are cash settled, the Fund need not sell out of existing contracts.
Rather, it will hold such contracts to expiration and apply the above methodology in order acquire the nearby calendar contract.
The Benchmark Portfolio is rebalanced annually. The Benchmark
Portfolio’s initial allocation was approximately 50% Capesize Freight Futures contracts, 40% Panamax Freight Futures contracts
and 10% Supramax Freight Futures contracts. The above allocation was based on contract value, not number of lots. Given each asset’s
individual price movements during the year, such percentages might deviate from the targeted allocation. During the month of December
of each year, the Fund will rebalance the portfolio in order to bring the allocation of assets back to the desirable levels. During
this period, the Fund would purchase or sell Freight Futures to achieve its targeted allocation.
For illustration purposes, a possible asset allocation for the
months of January, April, July or October could be as follows:
The Fund may also realize interest income from holdings of U.S.
Treasuries, which may be posted as margin or otherwise held to cover the Fund’s remaining notional exposure to Freight Futures.
The Sponsor will deposit a portion of the Fund’s net assets with the custodian to be used to meet its current or potential
margin or collateral requirements. The Sponsor anticipates that the Fund’s Freight Futures positions will be held to expiration
and settle in cash against the respective Reference Index as published by the Baltic Exchange. However, positions may be closed
out to meet orders for redemption of Baskets, in which case the proceeds from the closed positions will not be reinvested.
The Fund’s portfolio will be traded with a view to reflecting
the performance of the Benchmark Portfolio, whether the Benchmark Portfolio is rising, falling or flat over any particular period.
To maintain the correlation between the Fund and the change in the Benchmark Portfolio, the Sponsor may adjust the Fund’s
portfolio of investments on a daily basis in response to creation and redemption orders or otherwise as required.
The Fund’s non-discretionary investment strategy is designed to permit investors to gain exposure to daily changes
in the price of Freight Futures in a cost-effective manner and/or to permit participants in the shipping
or other industries to hedge the risk in their freight exposure. Accordingly, depending on the investment objective of an individual
investor, risks associated with investing in freight may exist. The Fund is intended to be used as a
diversification opportunity as part of a complete investment portfolio, not a complete investment program.
The Fund’s shares have traded on the NYSE Arca under the
symbol “BDRY” since March 22, 2018. The Fund has made no distributions to its shareholders.
As of December 31, 2020, the Fund had approximately 3,991
holders of shares.
The table below shows the relationship between the trading prices
of the shares and the daily NAV of Fund, since inception through December 31, 2020. The first row shows the average amount of the
variation between the Fund’s closing market price and NAV, computed on a daily basis since inception, while the second and
third rows depict the maximum daily amount of the end of day premiums and discounts to NAV since inception, on a percentage basis.
Max Premium %
Max Discount %
For more information on the performance of the Fund, see the
Performance Tables below.
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE
Name of Commodity Pool: Breakwave Dry Bulk Shipping ETF
Type of Commodity Pool: Exchange traded security
Inception of Trading: March 22, 2018
Aggregate Subscriptions (from inception through December 31, 2020):$49,878,969
Aggregate Redemptions (from inception through December 31, 2020): $31,454,935
Total Net Assets as of December 31, 2020: $25,180,185
NAV per Share as of December 31, 2020: $7.93
Worst Monthly Percentage Draw-down: January 1, 2020 – January 31, 2020 (43.30%)
Worst Peak-to-Valley Draw-down: July 2018 – May 2020 (82.33%)
Number of shareholders (as of December 31, 2020): 3,991
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE
OF FUTURE RESULTS.
Rates of Return:*
Annual Rate of Return
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE
OF FUTURE RESULTS.
* The monthly rate
of return is calculated by dividing the ending NAV of a given month by the ending NAV of the previous month, subtracting 1 and
multiplying this number by 100 to arrive at a percentage increase or decrease.
Draw-down: Losses experienced over a specified period. Draw-down
is measured on the basis of monthly returns only and does not reflect intra-month figures.
Worst Monthly Percentage Draw-down: The largest single month
loss sustained since inception of trading.
Worst Peak-to-Valley Draw-down: The largest percentage decline
in the NAV per share over the history of the Fund. This need not be a continuous decline, but can be a series of positive and negative
returns where the negative returns are larger than the positive returns. Worst Peak-to-Valley Draw-down represents the greatest
cumulative percentage decline in month-end per share NAV that is not equaled or exceeded by a subsequent month-end per share NAV.
The graph below reflects the change in net asset value (“NAV”)
per share from the initial price at the commencement of operations to the price on December 31, 2020.
Overview of the Dry Bulk Freight Industry
The following is a brief introduction of the global dry bulk
freight industry. The data presented below is derived from information released from various third-party sources. Although the
Sponsor believes this information is accurate, it has not independently verified this information. The third-party sources from
which certain of the information presented below include the United Nations Conference on Trade and Development, the Baltic and
International Maritime Council, Bloomberg and others.
Dry bulk shipping is a 150-plus year-old industry focusing on
the transportation of dry bulk commodities using oceangoing vessels named dry bulk carriers. Dry bulk carriers are ships that have
cargo loaded directly into the ship’s storage holds. The cargos transported are dry commodities that do not need to be carried
in packaged form. Dry commodity cargos (mainly iron ore, coal and grains) are homogenous and are loaded with bucket cranes, conveyors
or pumps. Crude oil and refined products, while shipped in bulk, are wet cargos and are transported on tanker vessels, rather than
dry bulk carriers. Dry bulk carriers have an average useful life of approximately 25 years and are measured on size or capacity
in dead weight tons (“DWT”).
Dry bulk carriers come in various sizes:
(100,000+ DWT) are the largest of the dry bulk asset classes. Capesizes primarily transport iron ore and coal. Traditional Capesize routes are from Australia to Asia, and from Brazil to Europe and Asia. There are about 1,850 Capesizes worldwide. The Capesize fleet is about 40% of the dry bulk fleet by DWT capacity.
(65,000 – 100,000 DWT) primarily transport coal, grain and iron ore. The Panamax is the largest vessel class that can transit the (old) Panama Canal. There are about 2,850 Panamaxes worldwide representing 25% of the global fleet by DWT capacity.
(40,000 – 65,000 DWT) are the work horse of the industry, carrying the whole spectrum of dry bulk commodities: grain, coal, iron ore, and minor bulks. A sub-category of Handymaxes are vessels with capacities of 50,000-65,000 that are called Supramaxes. There are about 3,850 Handymaxes worldwide representing about 24% of the global fleet by DWT capacity.
(10,000 – 40,000 DWT) bulkers typically transport grain, coal, and minor bulks. Handysize bulkers tend to trade regionally. There are about 3,775 Handysize bulkers in the fleet, or about 12% of the global fleet by DWT capacity.
Dry Bulk Vessel Supply
There are approximately 12,035 dry bulk vessels worldwide with
a carrying capacity of roughly 915 million DWT and an average age of approximately 9 years. Supply of dry bulk ships is dynamic.
Factors impacting dry bulk supply include new orders, the scrapping
of older vessels, new shipbuilding technologies, vessel congestion in ports, closures of major waterways, including canals, and
wars and other geopolitical conflicts that can restrict access to vessels available for shipping dry bulk freight.
Demand for Dry Bulk Freight
Dry bulk demand has seen steady growth over the past two decades,
as the Asian economies have exhibited robust demand for raw materials on the back of strong economic growth. Iron ore, the main
component of steel production, has been the main driver of dry bulk freight demand growth. The higher demand for such raw materials
has led to increasing demand for dry bulk shipping, as the regions that produce and consume raw materials are located far apart.
Demand for dry bulk freight is generally measured in ton-miles,
which corresponds to one ton of freight carried one mile. Such measure takes into consideration both the quantity of cargo transport
but also the distance between loading and offloading ports. Over the last 10 years, dry bulk freight demand growth for major commodities
has averaged approximately 5% per year. In 2015, dry bulk freight demand growth for major commodities declined for the first time
in at least 15 years, while in 2016, it is estimated to have increased by approximately 3%. Weaker iron ore and coal imports to
China were the main reasons for the below trend growth. In 2017, dry bulk demand growth for major commodities return to its historical
trend, estimated to have increased by approximately 5% while in 2018 dry bulk demand growth is estimated to have increased by approximately
2%. In 2019, dry bulk demand remained relatively flat, while in 2020, dry bulk demand growth is estimated to have declined by approximately
1% following the COVID-19 global pandemic.
Factors impacting demand for shipping dry bulk freight include
global economic growth, demand for iron ore, demand for metallurgical and thermal coal, demand for grains, government regulations,
taxes and tariffs, fuel prices, vessel speeds and new trade routes.
Dry Bulk Freight Charter Rates
Dry bulk freight “charter rates” reflect the price
paid for the use of the ship to transport a bulk commodity. The most commonly used freight rate is the timecharter rate, which
is measured in U.S. Dollars per day. Dry bulk timecharter rates have exhibited significant volatility in the last 15 years. From
2003 to 2008, faster growth rates in demand for dry bulk ships was not matched by growth in supply of ships and thus, charter rates
increased considerably, reaching their highest point in 2008. Following the global financial crisis, growth in supply of ships
exceeded demand, leading to a considerable drop in charter rates. Over the last five years, rates have generally been weak compared
to historical levels, as higher supply and relatively weak demand growth led to lower utilization rates in the industry.
A common industry measure of dry bulk rates is the Baltic Dry
Index (“BDI”). The BDI is an economic indicator issued daily by the Baltic Exchange. The BDI provides an assessment
of the price of moving the major raw materials by sea throughout the world. Taking in 21 shipping routes measured on a timecharter
basis, the index covers Handysize, Supramax, Panamax, and Capesize dry bulk carriers carrying a range of commodities including
coal, iron ore and grain. Each individual asset class also has its own index (i.e., a Reference Index), which is also published
daily by the Baltic Exchange and reflects a weighted average assessment of different standardized routes around the world.
The Baltic Exchange, which is a wholly owned subsidiary of the
SGX, is a membership organization and an independent source of maritime market information for the trading and settlement of physical
and derivative shipping contracts. According to the Baltic Exchange, this information is used by shipbrokers, owners and operators,
traders, financiers and charterers as a reliable and independent view of the dry and tanker markets.
The Reference Indexes are published by the Baltic Exchange’s
subsidiary company, Baltic Exchange Information Services Ltd. (“Baltic”), which publishes a wide range of market reports,
fixture lists and market rate indicators on a daily and (in some cases) weekly basis. The Baltic indices, which include the Reference
Indexes, are an assessment of the price of moving the major raw materials by sea. The indices are based on assessments of the cost
of transporting various bulk cargoes, both wet (e.g., crude oil and oil products) and dry (e.g., coal and iron ore), made by leading
shipbroking houses located around the world on a per ton and daily hire basis. The information is collated and published by the
Baltic Exchange. Procedures relating to administration of the Baltic indices are set forth in “The Baltic Exchange,
Guide to Market Benchmarks” November 2016 (the “Guide”), including production methods, calculation, confidentiality
and transparency, duties of panelists, code of conduct, audits and quality control. The Guide is available at www.balticexchange.com.
According to the Guide, these procedures are in compliance with the “Principles for Financial Benchmarks” issued by
the International Organization of Securities Commissioners (“IOSCO”) (the “IOSCO Principles”). The IOSCO
Principles are designed to enhance the integrity, the reliability and the oversight of benchmarks by establishing guidelines for
benchmark administrators and other relevant bodies in the following areas:
Governance: to protect the integrity of the benchmark determination process and to address conflicts of interest;
Benchmark quality: to promote the quality and integrity of benchmark determinations through the application of design factors;
Quality of the methodology: to promote the quality and integrity of methodologies by setting out minimum information that should be addressed within a methodology. These principles also call for credible transition policies in case a benchmark may cease to exist due to market structure change.
Accountability mechanisms: to establish complaints processes, documentation requirements and audit reviews.
The IOSCO Principles provide a framework of standards that might
be met in different ways, depending on the specificities of each benchmark. In addition to a set of high level principles, the
framework offers a subset of more detailed principles for benchmarks having specific risks arising from their reliance on submissions
and/or their ownership structure. For further information concerning the IOSCO Principles, see http://www.iosco.org/library/pubdocs/pdf/IOSCOPD415.pdf.
The BDI has reflected the volatility of charter rates over the
last 15 years, reaching its highest point on record in 2008 at 11,793. In 2016, it reached its lowest point on record at 290. The
average price of the BDI in the 17 years from 2004 to 20120, has been2,413, and the median price has been 1,496. As of January
4, 2021, the BDI stood at 1,374.
Source: The Baltic Exchange
On an individual vessel basis, rates are most commonly referred
to as the average assessment of various rates published by the Baltic Exchange. More specifically:
for Capesize ships, the Capesize 5TC Index is the weighted average of five different routes;
for Panamax ships, the Panamax 4TC Index is the weighted average of four different routes; and
for Supramax ships, the Supramax 10TC Index is the weighted average of ten different routes.
The most volatile vessel class when it comes to spot timecharter
rates is Capesize as measured by the applicable Capesize index. Below is the range of rates for the past seven years as measured
by the Capesize 4TC Index (2017 forward is the Capesize 5TC Index):
in 2013, the range in Capesize spot rates was from 4,205 to 42,221;
in 2014, the range in Capesize spot rates was from 3,670 to 35,316;
in 2015, the range in Capesize spot rates was from 2,594 to 19,499;
in 2016, the range in Capesize spot rates was from 485 to 20,063;
in 2017, the range in Capesize spot rates was from 3,566 to 29,411;
in 2018, the range in Capesize spot rates was from 7,051 to 27,283; d
The average price for Capesize Index rates in the 18 years from
2003 to 20120 has been 35,048 and the median price has been -21,193. The highest price was 233,998 in 2008 and its lowest was 485
in 2016. As of January 4, 2021, the Capesize 5TC Index stood at 16,656. (The Baltic Exchange ceased publication of the Capesize
4TC Index on December 22, 2017. The Capesize 4TC Index has been replaced by the Capesize 5TC index; prior to the Capesize 4TC Index
publication cessation, the difference between the 5TC Capesize Index and the 4TC Capesize Index was set at a fixed price of 1,064).
Source: The Baltic Exchange
Spot timecharter rates are inherently volatile, reflecting the
long lead times for ships to reach a specific port in time when demand for transportation from such specific port rises. Spot timecharter
rate volatility has a meaningful impact on Freight Futures’ realized historical volatility and implied future volatility.
The dry bulk freight market is a crucial part in the world of
global trade, transporting most raw materials. The last decade has seen unprecedented volatility in the dry bulk shipping space,
driven by factors such as supply and demand dynamics of seaborne trading volumes, and the number and types of shipping vessels.
Freight Futures are financial futures contracts that allow ship
owners, charterers and speculators to hedge against the volatility of freight rates. The Freight Futures are built on indices composed
of Baskets of routes for dry bulk freight, such as the Capesize 5TC Index, Panamax 4TC Index and Supramax 10TC Index. Freight Futures
are financial instruments that trade off-exchange but then are cleared through an exchange. Market participants communicate their
buy or sell orders through a network of execution brokers mainly through phone or instant messaging platforms with specific trading
instructions related to price, size, and type of order. The execution broker receives such order and then attempts to match it
with a counterpart. Once there is a match and both parties confirm the transaction, the execution broker submits the transaction
details including trade specifics, counterparty details and accounts to the relevant exchange for clearing, thus completing a cleared
block futures transaction. The exchange will then require the relevant member or FCM to submit the necessary margin to support
the position similar to other futures clearing and margin requirements.
Freight Futures are listed and cleared on the following exchanges:
CME, ICE Futures U.S., SGX, and EEX.
Freight Futures settle at the end of each month over the arithmetic
average of spot index assessments in the contract month for the relevant underlying product, rounded to one decimal place. The
daily index publication, against which Freight Futures settle, is published by the Baltic Exchange.
Generally, Freight Futures trade from approximately 12:00 a.m.
Eastern Time (“E.T.”) to approximately 12:00 p.m. E.T. The great majority of trading volume occurs during London business
hours, from approximately 3:00 a.m. E.T. to approximately 12:00 p.m. E.T. Some limited trading takes place during Asian business
hours as well (12:00 a.m.-3:00 a.m. E.T.). Exchanges have a cutoff time of 1:00 p.m. E.T. for clearing the respective day’s
trades (SGX clears Freight Futures from 6:25 p.m. E.T. to 3:45 p.m. E.T. the next day). The final closing prices for settlement
are published daily around 1:00 p.m. E.T. Final cash settlement occurs the first business day following the expiry day.
Freight Futures are quoted in U.S. Dollars per day, with a minimum
lot size of one. One lot represents one day of freight costs, as freight rates are measured in U.S. Dollars per day. The nominal
value of a contract is simply the product of lots and Freight Future price. There are Freight Futures contracts of up to 72 consecutive
months, starting with the current month, available for trading for each vessel class.
Freight Futures are primarily traded off-exchange, through broker
members of the Forward Freight Agreement Brokers Association (“FFABA”), such as Clarkson’s Securities, Simpson
Spence Young, Freight Investor Services, GFI Group, BRS Group and Arrow. Members of the FFABA must be members of the Baltic Exchange
and must be regulated by the Financial Conduct Authority if resident in the United Kingdom, or if not resident in the United Kingdom,
by an equivalent
The above information was disclosed in a filing to the SEC. To see the filing, click here.
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