SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)
Sit Rising Rate ETF
( RISE )
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
26923H101
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(CUSIP Number)
Paul E. Rasmussen
3300 IDS Center
80 South Eighth Street
Minneapolis, MN 55402-4130
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(Name, Address, and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 19, 2015
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for an subsequent amendment containing information which would alter disclosures
provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 26923H101
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1 NAME OF REPORTING PERSON
Sit Investment Associates, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ]
(b) [x]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Incorporated in Minnesota
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7 SOLE VOTING POWER
NUMBER OF
SHARES -----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 200,000 Shares
REPORTING -----------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
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10 SHARED DISPOSITIVE POWER
200,000 Shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
200,000 Shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
66.66%
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14 TYPE OF REPORTING PERSON (See Instructions)
IA
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CUSIP No. 26923H101
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1 NAME OF REPORTING PERSON
Sit Fixed Income Advisors II, LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ]
(b) [x]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Incorporated in Minnesota
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7 SOLE VOTING POWER
NUMBER OF
SHARES -----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 200,000 Shares
REPORTING -----------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
-----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
200,000 Shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
200,000 Shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
66.66%
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14 TYPE OF REPORTING PERSON (See Instructions)
IA
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ITEM 1 Security and Issuer
Common Units
Sit Rising Rate ETF
ETF Managers Group Commodity Trust I
c/o ETF Managers Capital LLC
35 Beachwood Road, Suite 2B
Summit, NJ 07901
ITEM 2 Identity and Background
a) and c)
This statement is filed by:
Sit Investment Associates, Inc., a Minnesota corporation (SIA),and
Sit Fixed Income Advisors II, LLC, a Delaware limited liability
company (SFI). Both SIA and SFI are parties to a Joint Filing
Agreement as further described in Exhibit A.
SIA is a registered investment adviser.
SFI is a registered investment adviser and subsidiary of SIA.
Roger J. Sit is chairman and CEO of SIA and SFI.
Michael C. Brilley is senior vice President of SIA and director,
president and chief fixed income officer of SFI.
Mr. Frederick R. Adler is a director of SIA. Mr. Adler is the
managing director of Adler & Company.
Mr. Ralph L. Strangis is a director of SIA and SFI. Mr. Strangis is
a partner with the law firm Kaplan Strangis & Kaplan, P.A.
By virtue of these positions, each of SIA, SFI, Mr. Sit, Mr.
Brilley, Mr. Adler, and Mr. Strangis, may be deemed to beneficially
own the Shares held by SIA and SFI. None of the named individuals
own shares directly. Additionally, neither Mr. Adler nor Mr.
Strangis are involved in investment or voting decisions. Together
SIA, SFI, Mr. Sit, Mr. Brilley, Mr. Adler, and Mr. Strangis are the
"Sit Entities".
b) The business address of each of the Sit Entities is 3300 IDS
Center, 80 South Eighth Street, Minneapolis, MN 55402
d) During the last five years, neither Roger J. Sit, Michael C.
Brilley, Frederick R. Adler, nor Ralph L. Strangis, have been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
e) During the last five years, none of the Sit Entities have been a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree, or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with
respect to such laws.
f) Roger J. Sit, Michael C. Brilley, Frederick R. Adler, and Ralph L.
Strangis are United States citizens.
ITEM 3 Source and Amount of Funds or Other Consideration
The aggregate amount of funds used by Sit Investment Associates, Inc.
and Sit Fixed Income Advisors II, LLC to purchase the Shares reported
herein was approximately $5 million. The source of funds was the
working capital of the Sit Investment Associates, Inc. and Sit Fixed
Income Advisors II, LLC.
ITEM 4 Purpose of Transaction
Sit Investment Associates, Inc. and Sit Fixed Income Advisors II, LLC
acquired 140,000 and 60,000 shares respectively upon the issuer's
launch on February 19, 2015 representing more than 99% of the
beneficial ownership of the Issuer on the date of the purchase.
Sit Fixed Income Advisors II, LLC acts at the issuer's commodity
trading advisor and maintains the Issuer's Benchmark Portfolio
pursuant to the terms of a Licensing and Services Agreement between
Sit Fixed Income Advisors II, LLC and the issuer.
Neither Sit Investment Associates, Inc. nor Sit Fixed Income Advisors
II, LLC have a present plan or proposal which would relate to or
result in any of the matters set forth in subparagraphs (a) - (j) of
Item 4 of Schedule 13D except as set forth herein, or such as would
occur upon or in connection with completion of, or following, any of
the actions discussed herein.
ITEM 5 Interest in Securities of the Issuer
a) and b)
The aggregate percentage of Shares reported owned by Sit Entities
herein is based upon 300,040 shares outstanding as of September 8,
2015, which is the total number of shares outstanding as reported on
the issuer's website.
As of the date hereof, the Sit Entities may be deemed to be the
beneficial owner of 200,000 Shares which represents 66.66% of the
issuer's outstanding shares. Each of the Sit Entities may be deemed
to have shared power to vote and dispose of such Shares.
c) None.
d) None.
e) Not applicable.
ITEM 6 Contracts, Arrangements, Understandings, or Relationships with Respect
to Securities of the Issuer
Not applicable.
ITEM 7 Materials to be Filed as Exhibits
Exhibit A: Joint Filing Agreement
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete, and correct.
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September 8, 2015
By: Sit Investment Associates, Inc.
/s/ Roger J. Sit
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Name/Title: Roger J. Sit, Chairman & CEO
By: Sit Fixed Income Advisors II, LLC
/s/ Michael C. Brilley
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Name/Title: Michael C. Brilley, President & CIO
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned agree that the statement on Schedule 13D with respect to
the Common Stock of Sit Rising Rate ETF, dated as of September 8, 2015, is, and
any amendments thereto (including amendments on Schedule 13G) signed by each of
the undersigned shall be, filed on behalf of each of them pursuant to and in
accordance with the provisions of Rule 13d-1(k) under the Securities Exchange
Act of 1934, as amended.
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto
as of the date first written above.
By: Sit Investment Associates, Inc. By: Sit Fixed Income Advisors II, LLC
/s/Roger J. Sit /s/Michael C. Brilley
Roger J. Sit Michael C. Brilley
Its: Chairman & CEO Its: President & CIO