What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2021-09-10 compared with 2020-09-28 · 676 added, 1196 removed, 83 unchanged (96% of the section changed)

Trust and the Funds

Managers Group Commodity Trust I (the “Trust”) was organized as a Delaware statutory trust on July 23, 2014.

is a series trust formed pursuant to the Delaware Statutory Trust Act and currently includes two separate series.

Sit Rising Rate

ETF (“RISE”) is the first series of the Trust and 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 second series of

the Trust, Breakwave Dry Bulk Shipping ETF (“BDRY,”

and together with RISE, each, a “Fund”

and collectively,

the “Funds”), is also a commodity pool that continuously issues shares of beneficial interest that may be purchased

and sold on NYSE Arca.

commenced investment operations on February 19, 2015.

RISE commenced trading on NYSE Arca on February 19, 2015 and trades under

the symbol “RISE.”

BDRY commenced investment operations on March 22, 2018.

BDRY commenced trading on NYSE Arca on

March 22, 2018 and trades under the symbol “BDRY.”

principal office of the Trust and the Funds is located at 30 Maple Street, Suite 2, Summit, NJ 07901.

Managers Group Commodity Trust I (the “Trust”) was organized as a Delaware statutory trust on July 23, 2014.

is a series trust formed pursuant to the Delaware Statutory Trust Act and currently includes one series:

Breakwave Dry Bulk Shipping

ETF (“BDRY,” or the “Fund”) is a commodity pool that continuously issues shares of beneficial interest that

may be purchased and sold on the NYSE Arca.

SIT Rising Rate ETF (“RISE”) also operated as a series of the Trust,

but was liquidated on November 18, 2020 at its final net asset value as of that date.

commenced investment operations on March 22, 2018.

BDRY commenced trading on the NYSE Arca on March 22, 2018 and trades under the symbol

principal office of the Trust and the Fund is located at 30 Maple Street, Suite 2, Summit, NJ 07901.

The telephone number is (844) 383-6477.

(844) 383-6477.

Funds are each managed and controlled by ETF Managers Capital LLC (the “Sponsor”), a single member limited liability

company that was formed in the state of Delaware on June 12, 2014.

Each Fund pays the Sponsor a management fee.

The Sponsor maintains

its main business office at 30 Maple Street, Suite 2, Summit, NJ 07901.

The Sponsor’s telephone number is (844) 383-6477.

Funds are each a “commodity pool”

as defined by the Commodity Exchange Act (“CEA”).

Consequently, the

Sponsor has registered as a commodity pool operator (“CPO”) with the Commodity Futures Trading Commission (“CFTC”)

and is a member of the National Futures Association (“NFA”).

Sponsor is a wholly-owned subsidiary of Exchange Traded Managers Group LLC (“ETFMG”), a limited liability company

domiciled and headquartered in New Jersey.

Rising Rate ETF

Investment Objective

investment objective is to profit from rising interest rates by tracking the performance of a portfolio (the “RISE Benchmark

Portfolio”) consisting of exchange traded futures contracts and options on futures on 2, 5 and 10 year U.S.

Treasury securities

(“Treasury Instruments”) weighted to achieve a targeted negative 10 year average effective portfolio duration (the

“RISE Benchmark Component Instruments”).

RISE seeks to achieve its investment objective by investing in the RISE Benchmark

Component Instruments currently constituting the RISE Benchmark Portfolio.

The RISE Benchmark Portfolio is maintained by Sit Fixed

Income Advisors II, LLC (“Sit”), which also serves as RISE’s commodity trading advisor (“CTA”).

The RISE Benchmark Portfolio will be rebalanced, reconstituted, or both, monthly (typically on the 15 th of each month,

or on the next business day if the 15 th is a holiday, weekend, or other day on which the national stock exchanges are

closed) to maintain a negative 10 year average effective duration.

The RISE Benchmark Portfolio and RISE will each maintain a

short position in Treasury Instruments.

RISE does not use futures contracts or options to obtain leveraged investment results.

RISE will not invest in swaps or other over-the-counter derivative instruments.

Commodity Trading Advisor

serves as RISE’s CTA.

Sit is a Delaware limited liability company and a subsidiary of Sit Investment Associates, Inc.

Investment Associates, Inc.

was founded in July 1981 by Eugene C.

Sit and is a Minnesota corporation.

is registered as a CTA with the CFTC and is a member of the NFA.

provides its services to RISE under a Licensing and Services Agreement with the Sponsor.

Under this agreement, Sit has agreed

to compose and maintain the RISE Benchmark Portfolio and license to the Sponsor the use of the RISE Benchmark Portfolio.

Significant Shareholders

to RISE commencing operations, SIT made an initial investment of $5,000,000 in exchange for 200,000 shares of RISE.

2020, Sit had redeemed 138,800 shares, thereby reducing its investment in RISE to 61,200 shares.

Investing Strategy

seeks to achieve its investment objective by investing in the RISE Benchmark Component Instruments currently constituting the

RISE Benchmark Portfolio.

The weighting of the Treasury Instruments constituting the RISE Benchmark Component Instruments will

be based on each maturity’s duration contribution.

The expected range for the duration weighted percentage of the 2 year

and 5 year maturity Treasury Instruments will be from 30% to 70%.

The expected range for the duration weighted percentage of the

10 year maturity Treasury Instruments will be from 5% to 25%.

relative weightings of the RISE Benchmark Component Instruments will be shifted between maturities when there are material changes

in the shape of the yield curve, for example, if the Federal Reserve began raising short term interest rates more than long term

interest rates.

In such an instance, Sit, which maintains the RISE Benchmark Portfolio, will increase the weightings of the 2

year and reduce the weighting in the 10 year maturity Treasury Instruments.

Conversely, Sit will do the opposite if the Federal

Reserve began raising long term interest rates more than short term interest rates.

Reconstitution, rebalancing, or both, each

will occur monthly as discussed above or if there are radical changes in the yield curve such that effective duration is outside

of a range from negative nine to negative 11-year average effective duration, in which case Sit will adjust the maturities of

the Treasury Instruments before the next expected monthly reconstitution.

Sponsor anticipates that approximately 5% to 15% of RISE’s assets will be used as payment for or collateral for Treasury

RISE will post margin from such assets to its futures commission merchant (“FCM”), SG Americas Securities,

LLC (“SGAS”), in an amount equal to the margin required by the relevant exchange, and transfer to its FCM any additional

amounts that may be separately required by the FCM.

When establishing positions in Treasury Instruments, RISE will be required

to deposit initial margin with a value of approximately 3% to 10% of the value of each Treasury Instrument position at the time

it is established.

These margin requirements are subject to change from time to time by the exchange or the FCM.

On a daily basis,

RISE will be obligated to pay, or entitled to receive, variation margin in an amount equal to the change in the daily settlement

level of its Treasury Instruments positions.

Any assets not required to be posted as margin with RISE’s FCM will be held

at RISE’s custodian in cash or cash equivalents.

RISE Benchmark Portfolio will consist of the RISE Benchmark Component Instruments and rebalanced, reconstituted, or both to maintain

a negative average effective portfolio duration of approximately 10 years.

Duration is a measure of estimated price sensitivity

relative to changes in interest rates.

Portfolios with longer durations are typically more sensitive to changes in interest rates.

For example, if interest rates rise by 1%, the market value of a security with an effective duration of 5 years would decrease

by 5%, with all other factors being constant, and likewise, if interest rates decline by 1%, the market value of a security with

an effective duration of negative 5 years would increase by 5%, with all other factors being constant.

Duration estimates are

based on assumptions by Sit and are subject to a number of limitations.

Duration is a more accurate estimate of price sensitivity

provided interest rate changes are small and occur equally in short-term and long-term securities.

Investments in debt securities

typically decrease in value when interest rates rise.

The risk of a decrease in value is usually greater for longer-term debt

will incur certain expenses in connection with its operations.

RISE will hold cash or cash equivalents such as U.S.

or other high credit quality, short-term fixed-income or similar securities for direct investment or as collateral for the Treasury

Instruments and for other liquidity purposes and to meet redemptions that may be necessary on an ongoing basis.

These expenses

and income from the cash and cash equivalent holdings may cause imperfect correlation between changes in RISE’s net asset

value (“NAV”) and changes in the RISE Benchmark Portfolio, because the RISE Benchmark Portfolio does not reflect expenses

expects that it will generally seek to close out its positions in Treasury futures contracts prior to such contracts maturing

and enter into new positions in Treasury futures contracts.

In connection with this process, natural market forces may affect

RISE’s NAV positively or negatively.

This is because each time RISE seeks to rebalance or reconstitute its positions, even

absent movement in the underlying Treasury Instruments, the prices of new futures and option prices may be higher or lower than

the prices of those that were closed out.

Such differences in price, barring a movement in the price of the underlying security,

will constitute “roll yield”

and may inhibit RISE’s ability to achieve its investment objective.

factors may determine the total return from investing in a futures contract position.

One factor that impacts the total return,

which will result from investing in near month futures contracts and “rolling”

those contracts forward each month,

is the price relationship between the current near month contract and the next month contract.

Among other such factors, when

RISE purchases an option that expires “out of the money,”

RISE will realize a loss.

Additionally, RISE may not be

able to invest its assets in futures and options contracts having an aggregate notional amount exactly equal to that which is

required to achieve a negative 10 year average effective duration.

For example, as standardized contracts, Treasury futures contracts

are denominated in specific dollar amounts, and RISE’s NAV and the proceeds from the sale of a creation basket (a “Creation

Basket”) are unlikely to be an exact multiple of the amounts of those contracts.

As a result, in such circumstances, RISE

may be better able to achieve the exact amount of exposure desired through the use of other investments.

will close existing positions when it determines it would be appropriate to do so and reinvest the proceeds in other positions.

Positions may also be closed out to meet orders for a redemption basket (a “Redemption Basket”).

Benchmark Portfolio

RISE Benchmark Portfolio is maintained by Sit and will be rebalanced, reconstituted, or both, monthly (typically on the 15th of

each month or on the next business day if the 15th is a holiday, weekend, or other day on which the national exchanges are closed)

to maintain a negative 10 year average effective duration.

The RISE Benchmark Portfolio and RISE will each maintain a short position

in Treasury Instruments.

RISE does not use futures contracts or options to obtain leveraged investment results.

The RISE Benchmark

Component Instruments currently constituting the RISE Benchmark Portfolio as of June 30, 2020 include:

UNITED STATES TREASURY BILLS

5 YR FUTR OPTN SEP 20 C $125.50

5 YR NOTE (CBT) SEP 20

2 YR NOTE (CBT) SEP 20

(10,158,094 )

10 YR FUT OPTN SEP 20 P $139.50

RISE Benchmark Component Instruments currently constituting the RISE Benchmark Portfolio and anticipated rebalancing dates, as

well as the daily holdings of RISE, are available on RISE’s website at www.risingrateetf.com.

Trading Policies

invests principally in exchange traded futures and options on futures on U.S.

Treasuries that, in the opinion of the Sponsor,

are traded in sufficient volume to permit the ready taking of orders and liquidation of positions in these financial instruments.

are not undertaken by RISE.

Fund is managed and controlled by ETF Managers Capital LLC (the “Sponsor”), a single member limited liability company that

was formed in the state of Delaware on June 12, 2014.

The Fund pays the Sponsor a management fee.

The Sponsor maintains its main business

office at 30 Maple Street, Suite 2, Summit, NJ 07901.

The Sponsor’s telephone number is (844) 383-6477.

Fund is a “commodity pool” as defined by the Commodity Exchange Act (“CEA”).

Consequently, the Sponsor has registered

as a commodity pool operator (“CPO”) with the Commodity Futures Trading Commission (“CFTC”) and is a member of

the National Futures Association (“NFA”).

Sponsor is a wholly-owned subsidiary of Exchange Traded Managers Group LLC (“ETFMG”), a limited liability company domiciled

and headquartered in New Jersey.

Dry Bulk Shipping ETF

Investment Objective

investment objective is to provide investors with exposure to the daily change in the price of dry bulk freight futures by tracking

the performance of a portfolio (the “BDRY Benchmark Portfolio”

and, collectively with the RISE Benchmark Portfolio,

the “Benchmark Portfolios”) consisting of exchange-cleared futures contracts on the cost of shipping dry bulk freight

(“Freight Futures”).

BDRY seeks to achieve its investment objective by investing substantially all of its assets in

the Freight Futures currently constituting the BDRY Benchmark Portfolio.

BDRY Benchmark Portfolio is maintained by Breakwave Advisors LLC (“Breakwave”), which also serves as BDRY’s

investment objective is to provide investors with exposure to the daily change in the price of dry bulk freight futures by tracking the

performance of a portfolio (the “BDRY Benchmark Portfolio” ) consisting of exchange-cleared futures contracts on the cost

of shipping dry bulk freight (“Freight Futures”).

BDRY seeks to achieve its investment objective by investing substantially

all of its assets in the Freight Futures currently constituting the BDRY Benchmark Portfolio.

BDRY Benchmark Portfolio is maintained by Breakwave Advisors LLC (“Breakwave”), which also serves as BDRY’s Commodity

Trading Advisor (“CTA”).

The BDRY Benchmark Portfolio is maintained by Breakwave and will be rebalanced annually.

Commodity Trading Advisor

serves as BDRY’s CTA.

Breakwave is a Delaware limited liability company.

1 unchanged sentence

provides its services to BDRY under a Services Agreement with the Sponsor.

Under this agreement, Breakwave has agreed to compose

and maintain the BDRY Benchmark Portfolio and license to the Sponsor the use of the BDRY Benchmark Portfolio.

Under this agreement, Breakwave has agreed to compose and

maintain the BDRY Benchmark Portfolio and license to the Sponsor the use of the BDRY Benchmark Portfolio.

Investing Strategy

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the BDRY Benchmark Portfolio.

The BDRY Benchmark Portfolio will include all existing positions to maturity and settle them in

During any given calendar quarter, the BDRY Benchmark Portfolio will progressively increase its position to the next calendar

quarter three-month strip, thus maintaining constant exposure to the Freight Futures market as positions mature.

The BDRY Benchmark Portfolio will include all existing positions to maturity and settle them in cash.

any given calendar quarter, the BDRY Benchmark Portfolio will progressively increase its position to the next calendar quarter three-month

strip, thus maintaining constant exposure to the Freight Futures market as positions mature.

BDRY Benchmark Portfolio will maintain long-only positions in Freight Futures.

1 unchanged sentence

of Capesize, Panamax and Supramax Freight Futures.

More specifically, the BDRY Benchmark Portfolio will include 50% exposure in

Capesize Freight Futures contracts, 40% exposure in Panamax Freight Futures contracts and 10% exposure in Supramax Freight Futures

The BDRY Benchmark Portfolio will not include and BDRY will not invest in swaps, non-cleared dry bulk freight forwards

or other over-the-counter derivative instruments that are not cleared through exchanges or clearing houses.

BDRY may hold exchange-traded

options on Freight Futures.

More specifically, the BDRY Benchmark Portfolio will include 50% exposure in Capesize

Freight Futures contracts, 40% exposure in Panamax Freight Futures contracts and 10% exposure in Supramax Freight Futures contracts.

The BDRY Benchmark Portfolio will not include and BDRY will not invest in swaps, non-cleared dry bulk freight forwards or other over-the-counter

derivative instruments that are not cleared through exchanges or clearing houses.

BDRY may hold exchange-traded options on Freight Futures.

The BDRY Benchmark Portfolio is maintained by Breakwave and will be rebalanced annually.

Futures currently constituting the BDRY Benchmark Portfolio, as well as the daily holdings of BDRY will be available on BDRY’s

website at www.drybulketf.com.

establishing positions in Freight Futures, BDRY will be 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 BDRY’s FCM.

On a daily basis, BDRY

will be obligated to pay, or entitled to receive, variation margin in an amount equal to the change in the daily settlement level

of its Freight Futures positions.

Any assets not required to be posted as margin with BDRY’s FCM will generally be held

at BDRY’s custodian in cash or cash equivalents, as discussed below.

The Freight Futures currently constituting the

BDRY Benchmark Portfolio, as well as the daily holdings of BDRY will be available on BDRY’s website at www.drybulketf.com.

establishing positions in Freight Futures, BDRY will be 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 BDRY’s futures commission merchant (“FCM”).

On a daily basis, BDRY will be obligated to pay, or entitled to receive, variation margin in an amount equal to the change in the daily

settlement level of its Freight Futures positions.

Any assets not required to be posted as margin with BDRY’s FCM will generally

be held at BDRY’s custodian in cash or cash equivalents, as discussed below.

will hold cash or cash equivalents such as U.S.

1 unchanged sentence

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.

Treasuries and for other liquidity purposes and to meet redemptions that may be necessary

on an ongoing basis.

BDRY may also realize interest income from its holdings in U.S.

Treasuries or other market rate

Treasuries or other market rate instruments.

Benchmark Portfolio

BDRY Benchmark Portfolio is maintained by Breakwave, which also serves as BDRY’s CTA.

The BDRY Benchmark Portfolio consists

of the Freight Futures, which are a three-month strip of the nearest calendar quarter of futures contracts on specified indexes

(each a “Reference Index”) that measure rates for shipping dry bulk freight.

Each Reference Index is published each

United Kingdom business day by the London-based Baltic Exchange Ltd.

(the “Baltic Exchange”) and measures the charter

rate for shipping dry bulk freight in a specific size category of cargo ship –

Capesize, Panamax or Supramax.

Reference Indexes are as follows:

BDRY Benchmark Portfolio is maintained by Breakwave, which also serves as BDRY’s CTA.

The BDRY Benchmark Portfolio consists of

the Freight Futures, which are a three-month strip of the nearest calendar quarter of futures contracts on specified indexes (each a

“Reference Index”) that measure rates for shipping dry bulk freight.

Each Reference Index is published each United Kingdom

business day by the London-based Baltic Exchange Ltd.

(the “Baltic Exchange”) and measures the charter rate for shipping

dry bulk freight in a specific size category of cargo ship – Capesize, Panamax or Supramax.

The three Reference Indexes are as

the Capesize 5TC Index;

3 unchanged sentences

EXCHANGE PANAMAX T/C AVERAGE SHIPPING ROUTE INDEX - JUL 21

BFFAP N20 Index

BALTIC EXCHANGE

PANAMAX T/C AVERAGE SHIPPING ROUTE INDEX - AUG 20

BFFAP Q20 Index

BALTIC EXCHANGE

PANAMAX T/C AVERAGE SHIPPING ROUTE INDEX - SEP 20

BFFAP U20 Index

BALTIC EXCHANGE

SUPRAMAX T/C AVERAGE SHIPPING ROUTE INDEX - JUL 20

S58FM N20 Index

BALTIC EXCHANGE

SUPRAMAX T/C AVERAGE SHIPPING ROUTE INDEX - AUG 20

BALTIC EXCHANGE

SUPRAMAX T/C AVERAGE SHIPPING ROUTE INDEX - SEP 20

BALTIC CAPESIZE

TIME CHARTER - JUL 20

BFFATC N20 Index

BALTIC CAPESIZE

TIME CHARTER - AUG 20

BFFATC Q20 Index

BALTIC CAPESIZE

TIME CHARTER - SEP 20

BFFATC U20 Index

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

6TC Index are each disseminated at 1:00 p.m., London Time.

The Reference Index information disseminated by the Baltic Exchange

also includes the components and value of each component in each Reference Index.

Such Reference Index information also is widely

disseminated by Reuters and/or other major market data vendors.

EXCHANGE PANAMAX T/C AVERAGE SHIPPING ROUTE INDEX - AUG 21

EXCHANGE PANAMAX T/C AVERAGE SHIPPING ROUTE INDEX - SEP 21

EXCHANGE SUPRAMAX T/C AVERAGE SHIPPING ROUTE INDEX - JUL 21

EXCHANGE SUPRAMAX T/C AVERAGE SHIPPING ROUTE INDEX - AUG 21

EXCHANGE SUPRAMAX T/C AVERAGE SHIPPING ROUTE INDEX - SEP 21

CAPESIZE TIME CHARTER - JUL 21

CAPESIZE TIME CHARTER - AUG 21

CAPESIZE TIME CHARTER - SEP 21

value of the Capesize 5TC Index is disseminated at 11:00 a.m., London Time and the value of the Panamax 4TC Index and the Supramax 10TC

Index are each disseminated at 1:00 p.m., London Time.

The Reference Index information disseminated by the Baltic Exchange also includes

the components and value of each component in each Reference Index.

Such Reference Index information also is widely disseminated by Reuters

and/or other major market data vendors.

Trading Policies

invests principally in exchange cleared futures that, in the opinion of the Sponsor, are traded in sufficient volume to permit

the ready taking of orders in these financial interests.

Sponsor endeavors to have the value of the Fund’s Treasury Securities, cash and cash equivalents, whether held by the Fund

or posted as margin or collateral, at all times approximate the aggregate market value of its obligations under the Fund’s

Freight Futures interests, adjusted for the proportion of the current month’s Freight Futures contracts whose value has

already been assessed.

invests principally in exchange cleared futures that, in the opinion of the Sponsor, are traded in sufficient volume to permit the ready

taking of orders in these financial interests.

Sponsor endeavors to have the value of the Fund’s Treasury Securities, cash and cash equivalents, whether held by the Fund or posted

as margin or collateral, at all times approximate the aggregate market value of its obligations under the Fund’s Freight Futures

interests, adjusted for the proportion of the current month’s Freight Futures contracts whose value has already been assessed.

does not intend to or foresee the need to borrow money or establish lines of credit.

3 unchanged sentences

Sponsor has discretionary authority over all distributions made by BDRY.

In view of BDRY’s objective of seeking significant

capital appreciation, the Sponsor currently does not intend to make any distributions, but, has the sole discretion to do so from

time to time.

In view of BDRY’s objective of seeking significant

capital appreciation, the Sponsor currently does not intend to cause BDRY to make any distributions, but, has the sole discretion to

do so from time to time.

Requirements and Marking-to-Market Futures Positions

“Initial

margin”

is an amount of funds that must be deposited by a commodity trader with the trader’s broker to initiate an

open position in futures contracts.

margin” is an amount of funds that must be deposited by a commodity trader with the trader’s broker to initiate an open position

in futures contracts.

A margin deposit is like a cash performance bond.

It helps assure the trader’s performance

of the futures contracts that he or she purchases or sells.

Futures contracts are customarily bought and sold on initial margin

that represents a small percentage of the aggregate purchase or sales price of the contract.

The amount of margin required in

connection with a particular futures contract is set by the exchange on which the contract is traded.

Brokerage firms, such as

BDRY’s clearing broker, carrying accounts for traders in commodity interest contracts may require higher amounts of margin

as a matter of policy to further protect themselves.

contracts are marked to market at the end of each trading day and the margin required with respect to such contracts is adjusted

It helps assure the trader’s performance of the futures

contracts that he or she purchases or sells.

Futures contracts are customarily bought and sold on initial margin that represents a small

percentage of the aggregate purchase or sales price of the contract.

The amount of margin required in connection with a particular futures

contract is set by the exchange on which the contract is traded.

Brokerage firms, such as BDRY’s clearing broker, carrying accounts

for traders in commodity interest contracts may require higher amounts of margin as a matter of policy to further protect themselves.

contracts are marked to market at the end of each trading day and the margin required with respect to such contracts is adjusted accordingly.

This process of marking-to-market is designed to prevent losses from accumulating in any futures account.

if BDRY’s futures positions have declined in value, BDRY may be required to post “variation margin”

this decline.

Alternatively, if BDRY’s futures positions have increased in value, this increase will be credited to BDRY’s

Funds enter into futures contracts to gain exposure to changes in the value of the Benchmark Portfolios.

Therefore, if BDRY’s

futures positions have declined in value, BDRY may be required to post “variation margin” to cover this decline.

Alternatively,

if BDRY’s futures positions have increased in value, this increase will be credited to BDRY’s account.

Fund enters into futures contracts to gain exposure to changes in the value of the Benchmark Portfolio.

A futures contract obligates

the seller to deliver (and the purchaser to accept) the future cash settlement of a specified quantity and type of a treasury

futures contract at a specified time and place.

The contractual obligations of a buyer or seller of a treasury futures contract

may generally be satisfied by making an offsetting sale or purchase of an identical futures contract on the same or linked exchange

before the designated date of delivery.

entering into a futures contract, the Funds are each required to deposit and maintain as collateral at least such initial margin

as required by the exchange on which the transaction is affected.

The initial margin is segregated as cash held by broker, as

disclosed in the Combined Statements of Assets and Liabilities, and is restricted as to its use.

Pursuant to the futures contract,

the Funds each agree to receive from or pay to the broker an amount of cash equal to the daily fluctuation in value of the futures

Such receipts or payments are known as variation margin and are recorded by the Funds as unrealized gains or losses.

The Funds will realize a gain or loss upon closing a futures transaction.

contracts involve, to varying degrees, elements of market risk (specifically treasury price risk) and exposure to loss in excess

of the amount of variation margin.

The face or contract amounts reflect the extent of the total exposure the Funds have in the

particular classes of instruments.

Additional risks associated with the use of futures contracts include imperfect correlation

between movements in the price of the futures contracts and the market value of the underlying securities and the possibility

of an illiquid market for a futures contract.

With futures contracts, there is minimal counterparty risk to the Funds since futures

contracts are exchange-traded and the exchange’s clearinghouse, as counterparty to all exchange-traded futures contracts,

guarantees the futures contracts against default.

Service Providers

the seller to deliver (and the purchaser to accept) the future cash settlement of a specified quantity and type of a treasury futures

contract at a specified time and place.

The contractual obligations of a buyer or seller of a treasury futures contract may generally

be satisfied by making an offsetting sale or purchase of an identical futures contract on the same or linked exchange before the designated

date of delivery.

entering into a futures contract, the Fund is required to deposit and maintain as collateral at least such initial margin as required

by the exchange on which the transaction is affected.

The initial margin is segregated as cash held by broker, as disclosed in the Statements

of Assets and Liabilities, and is restricted as to its use.

Pursuant to the futures contract, the Fund agrees to receive from or pay

to the broker an amount of cash equal to the daily fluctuation in value of the futures contract.

Such receipts or payments are known

as variation margin and are recorded by the Fund as unrealized gains or losses.

The Fund will realize a gain or loss upon closing a futures

contracts involve, to varying degrees, elements of market risk (specifically treasury price risk) and exposure to loss in excess of the

amount of variation margin.

The face or contract amounts reflect the extent of the total exposure the Fund has in the particular classes

of instruments.

Additional risks associated with the use of futures contracts include imperfect correlation between movements in

the price of the futures contracts and the market value of the underlying securities and the possibility of an illiquid market for a

futures contract.

With futures contracts, there is minimal counterparty risk to the Fund since futures contracts are exchange-traded

and the exchange’s clearinghouse, as counterparty to all exchange-traded futures contracts, guarantees the futures contracts against

Fund’s Service Providers

Administrator,

Custodian, Fund Accountant, and Transfer Agent

Funds have each appointed U.S.

Bank, a national banking association, with its principal office in Milwaukee, Wisconsin, as the

custodian (the “Custodian”).

Fund has appointed U.S.

Bank, a national banking association, with its principal office in Milwaukee, Wisconsin, as the custodian (the

“Custodian”).

Its affiliate, U.S.

Bancorp Fund Services, is the Fund accountant (the “Fund Accountant”)

of the Funds, transfer agent (the “Transfer Agent”) for the Funds’

shares and administrator for the Funds (the

“Administrator”).

It performs certain administrative and accounting services for the Funds and prepares certain SEC,

NFA and CFTC reports on behalf of the Funds.

Bancorp Fund Services, is the Fund accountant (the “Fund Accountant”) of the

Fund, transfer agent (the “Transfer Agent”) for the Fund’s shares and administrator for the Fund (the “Administrator”).

It performs certain administrative and accounting services for the Fund and prepares certain SEC, NFA and CFTC reports on behalf of the

Bank and U.S.

Bancorp Fund Services are referred to collectively hereinafter

as “U.S.

Bank”).

Financial LLC, a wholly-owned subsidiary of ETFMG (the “Distributor”), provides statutory and wholesaling distribution

services to RISE.

The Distributor has provided statutory and wholesaling distribution services to BDRY since it commenced trading

on NYSE Arca on March 22, 2018.

Funds pay the Distributor an annual fee for statutory and wholesaling distribution services and related administrative services

equal to the greater of $15,000 or 0.02% of the Funds’

average daily net assets, payable monthly.

Pursuant to the respective

Marketing Agent Agreement between the Sponsor, each Fund and the Distributor, the Distributor assists the Sponsor and the applicable

Fund with certain functions and duties relating to distribution and marketing services to the applicable Fund, including reviewing

and approving marketing materials and certain regulatory compliance matters.

The Distributor also assists with the processing

of creation and redemption orders.

no event will the aggregate compensation paid to the Distributor and any affiliate of the Sponsor for distribution-related services

in connection with the offering of shares exceed ten percent (10%) of the gross proceeds of the offering.

The Distributor’s

principal business address is 30 Maple Street, Suite 2, Summit, New Jersey, 07901.

the respective Amended and Restated Declaration of Trust and Trust Agreement (each, a “Trust Agreement”) for each

Fund, Wilmington Trust Company, the Trustee of each of the Funds (the “Trustee”) serves as the sole trustee of each

Fund in the State of Delaware.

The Trustee will accept service of legal process on the Funds in the State of Delaware and will

make certain filings under the Delaware Statutory Trust Act.

Under the respective Trust Agreement for each Fund, the Sponsor has

the exclusive management and control of all aspects of the business of the Fund.

The Trustee does not owe any other duties to

the Funds, the Sponsor or the Shareholders of the Funds.

The Trustee has no duty or liability to supervise or monitor the performance

of the Sponsor, nor does the Trustee have any liability for the acts or omissions of the Sponsor.

Futures Commission Merchant

Currently, SG

Americas Securities, LLC, a Delaware limited liability company, serves as RISE’s clearing broker to execute and clear RISE’s

futures and options transactions and provide other brokerage-related services.

SGAS is an FCM and broker dealer registered with

the CFTC and the U.S.

Securities and Exchange Commission (the “SEC”), and is a member of the Financial Industry Regulatory

Authority (“FINRA”).

SGAS is a clearing member of all principal futures exchanges located in the United States as

well as a member of the Chicago Board Options Exchange, International Securities Exchange, New York Stock Exchange, Options Clearing

Corporation, and Government Securities Clearing Corporation.

RISE has estimated that it will pay 0.08% of RISE’s NAV annually

in brokerage fees for execution and clearing services on behalf of RISE.

is headquartered at 245 Park Avenue, New York, NY 10167 with a branch office in Chicago and, as securities only branches, in Houston,

Boston and Dallas.

January 2, 2015, Newedge USA, LLC (“Newedge USA”

or “NUSA”) merged with and into SGAS, with the latter

as the surviving entity.

following disclosure is intended to provide information that may be material to an FCM customer regarding administrative, civil,

or criminal actions filed against SGAS or Newedge USA during the last five years.

Only material items have been included and the

below is not a comprehensive list of all proceedings to which either entity is or has been a party.

Additional information on

regulatory, civil and arbitration proceedings involving SGAS or legacy Newedge USA is available through FINRA’s BrokerCheck

(which can be accessed electronically at www.finra.org ), the National Futures Association’s Background Affiliation

Status Information Center (which can be accessed electronically at www.nfa.futures.org/basicnet ).

In addition, proceedings

that are material to SGAS’s ultimate corporate parent Societe Generale are described under the caption “Compliance,

Reputational and Legal Risks”

in Societe Generale’s annual Registration Document and associated updates (which are

available through the Societe Generale website at www.societegenerale.com) .

In October 2015, SGAS,

as successor to Newedge USA, settled, without admitting or denying the allegations, a matter brought by ICE Futures U.S.

based on alleged failures by Newedge USA to report an open interest in three energy futures contracts in accordance with the rules

of the exchange over a period of approximately twenty-two business days in May and June 2014.

In connection with this matter, SGAS

paid a fine of $100,000.

In October 2015, SGAS,

as successor to Newedge USA, settled, without admitting or denying the allegations, a matter brought by FINRA for failing to report

certain short interest positions in 2010-2012.

In connection with this matter, SGAS paid a fine in the amount of $120,000.

Beginning in late 2013, the SEC reviewed

transactions by SGAS’s Non-Agency Mortgage Desk in which SGAS bought baskets of securities from a counterparty and sold

the securities back to the same counterparty, and also reviewed communications with counterparties regarding certain riskless

principal trades.

The SEC reviewed transactions that occurred between approximately December 2011 and June 2013.

cooperated with the investigation and disciplined the trader involved and her supervisor.

In December 2015, SGAS paid $1,011,093

to settle the matter, consisting of a $800,000 fine and $211,093 in disgorgement including interest.

In December 2015, SGAS,

as successor to Newedge USA, settled, without admitting or denying the allegations, a matter brought by the Chicago Board Options

Exchange (Cboe) concerning Newedge USA’s large option position reporting (LOPR) errors from 2010-2012.

In connection with

this settlement, SGAS paid a fine of $650,000.

In June 2016, SGAS,

as successor to Newedge USA, settled, without admitting or denying the allegations, a matter brought by the Chicago Board of Trade

(CBOT) alleging that on six days between November 2013 and January 2014, three traders for Newedge (one employed by Newedge and

two by its Canadian affiliate) entered into separate transactions with third parties prior to consummating the block trade with

the counterparty in violation of CBOT Rules 432.W.

The settlement included a fine in the amount of $100,000 and a disgorgement

of profits in the amount of $19,502.50.

In September 2016,

SGAS, as successor to Newedge USA, settled, without admitting or denying the allegations, a matter brought by the CFTC alleging

Newedge USA violated Section 4C(A) of the Commodity Exchange Act and Regulations 1.38 and 166.3 by executed and confirming numerous

exchange for physical transactions in agricultural and soft commodities for and on behalf of its clients that were for the same

contract, quantity and same or similar price with the buyer and seller for each transaction under the same common control and ownership.

The settlement includes a $750,000 civil penalty and an undertaking to implement policies, procedures and training programs reasonably

designed to prevent the execution, clearing and reporting to an exchange of non-bona fide exchange of futures for physical transactions.

In April 2017, SGAS

settled, without admitting or denying the allegations, a matter brought by the Chicago Board of Options Exchange and NYSE ARCA,

for failing to report, or accurately report, “reportable positions”

on its large option position report in violation

of Exchange Rules 4.2 and 4.13.

In connection with this matter, SGAS paid a fine of $100,000 to each of the Cboe and NYSE ARCA,

In April 2017, SGAS,

as successor to Newedge USA settled, without admitting or denying the findings, a matter brought by FINRA for failing to establish

and maintain a supervisory system reasonably designed to ensure that customers were sent account statements, notified of availability

of statements on its customer portal, agreed to receive statements and confirmations electronically, and were sent confirmations

which contained all of the required information.

The settlement included payment of a fine in the amount of $100,000.

In July 2017, SGAS

settled, without admitting or denying the findings, a matter with the CME Group where the CME alleged SGAS violated CME Rules 9.70.A.,

971.A.2.A., B.

and C., 980.A.

and 980.B.1 and 2.

The settlement related to two separate CME exam findings:

1) balances were not

consistently identifiable in the general ledger and 2) procedures for resolving the general ledger suspense balances were not sufficient.

In connection with this matter, SGAS paid a fine of $150,000.

In January 2018, SGAS,

without admitting or denying the findings, settled a matter with FINRA in which FINRA alleged SGAS failed to meet certain FINRA

trade reporting requirements and also disclosed the incorrect capacity on certain customer confirmations, in violation of various

FINRA and NASD rules.

In connection with this matter, SGAS paid a fine of $200,000 and also undertook to re-report certain trades,

pay associated transaction fees not previously paid due to the reporting issues, and revise certain of its written supervisory

In March 2018, SGAS

settled, without admitting or denying the findings, a matter brought by FINRA in connection with SGAS’s over-submissions

of shares in certain tender offers.

The settlement included payment of a fine in the amount of $50,000 plus disgorgement

of profits in the amount of $469,130.

In September 2018,

SGAS settled, without admitting or denying the findings, a matter brought by the SEC alleging that in 2012-2015 Newedge USA (and

then SGAS) engaged in transactions in pre-released American Depositary Receipts (ADRs) without complying with certain obligations

of the Securities Act of 1933, and failed to supervise borrowing and lending of pre-released ADRs by its personnel in violation

of certain provisions of the Exchange Act of 1934.

The settlement included payment of a $250,000 fine, $486,672 in disgorgement,

and $82,657 in pre-judgment interest.

In October 2018, SGAS

settled, without admitting or denying the findings, a matter brought by FINRA on behalf of Cboe BZX, Cboe EDGA, Cboe EDGX, Nasdaq

and Nasdaq PHLX regarding incorrect use of capacity codes on exchange orders in 2014-2016.

The settlement included payment of fines

totaling $175,000.

In April 2019, SGAS

settled, without admitting or denying the findings, a matter brought by FINRA on behalf of NYSE Arca and Cboe regarding deficiencies

in large option position reporting at NUSA.

The settlement included payment of a fine totaling $600,000.

In April 2019, SGAS

settled, without admitting or denying the findings, a matter brought by NYSE Regulation Enforcement which concerned an equity trade

error in 2015 allegedly improperly offset by an affiliate trade.

The settlement also alleged inadequate market access controls,

testing, and supervisory failures associated with the cause of the trade error.

The settlement included payment of a fine in the

amount of $380,000.

In May 2019, SGAS settled,

without admitting or denying the findings, a matter brought by FINRA on behalf of Cboe, Nasdaq PHLX, NYSE American, and NYSE Arca

concerning inaccurate capturing and recording of order receipt time and order route time for certain manual options orders sent

to floor brokers.

The settlement included payment of fines totaling $115,000.

In July 2019, SGAS

settled, without admitting or denying the findings, two matters brought by the CBOT and the New York Mercantile Exchange (“NYMEX”),

which alleged impermissible pre-hedging of block trades as well as late and inaccurate block trade reporting in 2014-2016.

settlement included payment of fines totaling $350,000 and disgorgement of profits totaling $152,625.

In October 2019, SGAS

settled, without admitting or denying the findings, a matter brought by NYSE Regulation Enforcement regarding alleged violations

of SEC Regulation SHO and trading through National Best Bid or Offer in two instances, as well as a locate latency issue.

The settlement

included payment of a fine of $325,000.

In December 2019, SGAS

settled, without admitting or denying the findings, a matter brought by FINRA on behalf of Cboe Exchange, Inc.

concerning late

submissions of options orders into Cboe’s monthly pricing process for its volatility index (VIX).

The settlement included

payment of a fine totaling $135,000.

In December 2019, SGAS

settled, without admitting or denying the findings, a matter brought by NYSE Regulation Enforcement regarding alleged violations

of NYSE Rules 132 and 7.33, by transmitting orders with discontinued account type indicators between 2016 and 2019.

The settlement

included payment of a fine totaling $100,000.

The Official Committee

of Unsecured Creditors of Tribune Company, et al.

Fitzsimmons, et al.;

Deutsche Bank Trust Company Americas, et al.

Adaly Opportunity Fund TD Securities Inc., et al.;

and Williams A.

Niese, et al.

AllianceBernstein L.P., et al.

are lawsuits arising from the bankruptcy of the Tribune Company, which was the subject of a leveraged buyout in 2007.

suits generally allege that the LBO left the company overleveraged, thus leading to its bankruptcy, and seek to recover payments

made to holders of Tribune shares under various federal and state law theories of liability.

The lawsuits have been dismissed

and are now on appeal.

SGAS is defending the cases.

Vega Opportunity

Newedge USA, LLC is a FINRA arbitration filed by a former NUSA customer alleging claims of fraud, deceptive trade

practices, breach of fiduciary duty, breach of contract, and violation of Illinois Securities Law.

NUSA is alleged to be

responsible for capital losses due to false representations of risk management by NUSA.

This matter has been settled and

the matter is now over.

Allianz Global Investors

Bank of America Corporation, et al.

is a litigation filed on behalf of entities that decided to opt out of

the class action settlement in the action In re Foreign Exchange Benchmark Rates Antitrust Litigation , which alleged conspiracy

to fix prices in the FX market beginning in 2003.

SGAS is defending the case.

In re ProShares

Trust II Securities Litigation is a putative class action brought by investors in ProShares Short VIX Short-Term Futures ETFs,

which lost significant value in February 2018.

In addition to claims against the issuer, the action asserts claims under the Securities

Act of 1933 against SGAS, Newedge, and other “Authorized Participants”

who are alleged to be underwriters of ETF shares,

based upon purported misstatements or omissions by the issuer in the offering documents.

The complaint was dismissed in January

2020 and the matter is now on appeal.

SGAS is defending the case.

Putnam Bank v.

Intercontinental

Exchange, Inc., et al., City of Livonia Employees’

Retirement System and City of Livonia Retiree Health and Disability Benefits

Intercontinental Exchange, Inc., et al., and Hawaii Sheet Metal Workers Health & Welfare Fund, et al.

Intercontinental

Exchange, Inc., et al.

are putative class actions concerning purported manipulation of Libor rates from February 2014 to the

present brought against several financial institutions, including SG and SGAS.

SG and SGAS are defending the cases.

In re GSE Bonds

Antitrust Litigation is a putative class action asserting antitrust claims under the Sherman Act against SGAS and other financial

institutions based upon alleged anti-competitive behavior in the trading of bonds issued by U.S.

Government Sponsored Enterprises

(GSEs), i.e., Federal Home Loan Bank (FHLB), Federal Home Loan Mortgage Corporation (Freddie Mac), and Federal National Mortgage

Association (Fannie Mae).

In January 2020, a global class action settlement involving multiple banks, including SGAS, was preliminarily

approved by the court.

State of Louisiana v.

Bank of America, N.A., et al.

City of Baton Rouge v.

Bank of America, N.A.,

and Louisiana Asset Management Pool v.

Bank of America Corporation, et al.

are pending individual lawsuits containing

similar allegations.

SGAS is defending the cases.

SGAS has also been

named in purported class and individual actions in connection with its role in underwriting various debt and equity securities

Currently pending matters relate to the offerings of Southwestern Energy and Altice USA.

Claims in these

cases are asserted under the Securities Act of 1933 against SGAS in its role as a member of the underwriting syndicate and are

based upon purported misstatements or omissions by the issuers in the offering documents.

SGAS is defending the cases.

Neither SGAS nor any

affiliate, officer, director or employee thereof have passed on the merits of this Memorandum or offering, or give any guarantee

as to the performance or any other aspect of the Fund.

Bancorp Fund Services are referred to collectively hereinafter as “U.S.

Financial LLC, a wholly-owned subsidiary of ETFMG (the “Distributor”), has provided statutory and wholesaling distribution

services to BDRY since it commenced trading on the NYSE Arca on March 22, 2018.

Fund pays the Distributor an annual fee for statutory and wholesaling distribution services and related administrative services equal

to the greater of $15,000 or 0.02% of the Fund’s average daily net assets, payable monthly.

Pursuant to the Marketing Agent Agreement

between the Sponsor, the Fund and the Distributor, the Distributor assists the Sponsor and the Fund with certain functions and duties

relating to distribution and marketing services to the Fund, including reviewing and approving marketing materials and certain regulatory

compliance matters.

The Distributor also assists with the processing of creation and redemption orders.

no event will the aggregate compensation paid to the Distributor and any affiliate of the Sponsor for distribution-related services in

connection with the offering of shares exceed ten percent (10%) of the gross proceeds of the offering.

The Distributor’s principal

business address is 30 Maple Street, Suite 2, Summit, New Jersey, 07901.

the respective Amended and Restated Declaration of Trust and Trust Agreement (each, a “Trust Agreement”) for the Fund, Wilmington

Trust Company, the Trustee of the Fund (the “Trustee”) serves as the sole trustee of the Fund in the State of Delaware.

Trustee will accept service of legal process on the Fund in the State of Delaware and will make certain filings under the Delaware Statutory

Under the Trust Agreement for the Fund, the Sponsor has the exclusive management and control of all aspects of the business

The Trustee does not owe any other duties to the Fund, the Sponsor or the Shareholders of the Fund.

The Trustee has no duty

or liability to supervise or monitor the performance of the Sponsor, nor does the Trustee have any liability for the acts or omissions

of the Sponsor.

Futures Commission Merchant

Futures USA LLC (“Macquarie”) serves as BDRY’s broker clearing broker to execute and clear BDRY’s

futures and options transactions and provide other brokerage-related services.

Macquarie is an FCM registered with the CFTC.

BDRY has estimated that, on an annual basis, it will pay approximately 0.40% (excluding the impact on the Fund of

creation and/or redemption activity) of BDRY’s NAV in brokerage fees for execution and clearing services on behalf of

Macquarie’s

head office is at 125 West 55th Street, New York, NY 10019.

have been no material administrative, civil or criminal actions brought, pending or concluded against Macquarie or its principals

Man Capital Inc., (“ED&F Man”) a Delaware limited liability company, serves as BDRY’s clearing broker (the

“Commodity Broker”).

In its capacity as clearing broker, the Commodity Broker executes and clear BDRY’s futures

transactions and performs certain administrative services for the Fund.

Prior to November 6, 2020, Macquarie Futures USA LLC served

as BDRY’s clearing broker.

ED&F Man is a futures commission merchant registered with the CFTC.

BDRY pays 0.10% of nominal

value in brokerage commissions and approximately $12 per lot in clearing and exchange related fees (excluding the impact on the Fund

of creation and/or redemption activity).

Man’s head office is at 140 East 45th Street, #18, New York, NY 10017.

have been no material administrative, civil or criminal actions brought, pending or concluded against ED&F Man or its principals

in the past five years.

Macquarie nor any affiliate, officer, director or employee thereof have passed on the merits of this prospectus or offering, or

give any guarantee as to the performance or any other aspect of BDRY.

is not affiliated with either BDRY or the Sponsor.

ED&F Man nor any affiliate, officer, director or employee thereof have passed on the merits of the prospectus or offering, or give

any guarantee as to the performance or any other aspect of BDRY.

& F Man is not affiliated with either BDRY or the Sponsor.

Therefore, the Sponsor and BDRY do not believe that BDRY has any conflicts

of interest with Macquarie or its trading principals arising from their acting as BDRY’s FCM.

& Worcester LLP serves as legal counsel to the Trust and the Funds.

and BDRY each pay the Sponsor a management fee (the “Sponsor Fee”) in consideration of the Sponsor’s advisory

services to the Funds.

Additionally, RISE and BDRY each pays its respective commodity trading advisor a license and service fee

(the “CTA Fee”).

pays the Sponsor Fee monthly in arrears, in an amount equal to the greater of 0.15% per annum of the value of RISE’s

average daily net assets or $75,000.

The Sponsor Fee is paid in consideration of the Sponsor’s management services to

RISE also pays Sit a CTA Fee monthly in arrears, for the use of the RISE Benchmark Portfolio in an amount equal to

0.20% per annum of RISE’s average daily net assets.

The Sponsor has contractually agreed to

waive RISE’s Sponsor Fee and/or assume RISE’s remaining expenses so that RISE’s expenses do not exceed an annual

rate of 1.00%, excluding brokerage commissions, interest expense, and extraordinary expenses, of the value of RISE’s average

daily net assets (the “RISE Expense Cap”).

The assumption of expenses and waiver of RISE’s Sponsor fee are contractual

on the part of the Sponsor, through September 30, 2021.

If after that date, the Sponsor no longer assumed expenses or waived RISE’s

Sponsor Fee, RISE could be adversely impacted, including in its ability to achieve its investment objective.

currently accrues its daily expenses up to the RISE Expense Cap.

At the end of each month, the accrued amount is remitted to the

Sponsor as the Sponsor is responsible for the payment of the routine operational, administrative and other ordinary expenses of

RISE’s total expenses amounted to $456,460 and $693,783, for the years ended June 30, 2020 and 2019, respectively,

of which $389,041 and $184,268, respectively, was absorbed by the Sponsor pursuant to the RISE Expense Cap.

pays the Sponsor Fee, monthly in arrears, in an amount equal to the greater of 0.15% per year of BDRY’s average daily net

assets, or $125,000.

BDRY’s Sponsor Fee is paid in consideration of the Sponsor’s management services to BDRY.

also pays Breakwave the CTA Fee monthly in arrears, for the use of BDRY’s Benchmark Portfolio in an amount equal to 1.45%

per annum of BDRY’s average daily net assets.

has agreed to waive its CTA Fee and the Sponsor has agreed to correspondingly assume the remaining expenses of BDRY so that BDRY’s

expenses do not exceed an annual rate of 3.50%, excluding brokerage commissions, interest expense, and extraordinary expenses,

of the value of BDRY’s average daily net assets (the “BDRY Expense Cap”).

The assumption of expenses and waiver

of BDRY’s CTA Fee are contractual on the part of the Sponsor and Breakwave, respectively, through September 30, 2021.

that date, the Sponsor and/or Breakwave no longer assumed expenses or waived the CTA Fee, respectively, BDRY could be adversely

impacted, including in its ability to achieve its investment objective.

assumption of expenses by the Sponsor for BDRY, pursuant to the BDRY Expense Cap, amounted to $284,850 and $477,429 for the year

ended June 30, 2020 and 2019, respectively, as disclosed in the Combined Statements of Operations.

The waiver of Breakwave’s

CTA fees, pursuant to the undertaking, amounted to $60,769 and $45,460 for the year ended June 30, 2020 and 2019, respectively,

as disclosed in the Combined Statements of Operations.

BDRY currently accrues its daily expenses up to the BDRY Expense Cap.

the end of each month, the accrued amount is remitted to the Sponsor as the Sponsor is responsible for the payment of the routine

operational, administrative and other ordinary expenses of the Fund.

BDRY’s total expenses amounted to $847,729 and $667,238

for the year ended June 30, 2020 and 2019, respectively.

of interest with ED&F Man or its trading principals arising from their acting as BDRY’s FCM.

& Worcester LLP serves as legal counsel to the Trust and the Fund.

BDRY pays the Sponsor a management fee (the

“Sponsor Fee”) in consideration of the Sponsor’s advisory services to the Fund.

Additionally, BDRY pays

its commodity trading advisor a license and service fee (the “CTA Fee”).

pays the Sponsor Fee, monthly in arrears, in an amount equal to the greater of 0.15% per year of BDRY’s average daily net assets,

BDRY’s Sponsor Fee is paid in consideration of the Sponsor’s management services to BDRY.

BDRY also pays Breakwave

the CTA Fee monthly in arrears, for the use of BDRY’s Benchmark Portfolio in an amount equal to 1.45% per annum of BDRY’s

average daily net assets.

has agreed to waive its CTA Fee and the Sponsor has agreed to correspondingly assume the remaining expenses of BDRY so that

BDRY’s expenses do not exceed an annual rate of 3.50%, excluding brokerage commissions,

interest expense, and extraordinary expenses, of the value of BDRY’s average daily net assets (the “BDRY Expense

The assumption of expenses and waiver of BDRY’s CTA Fee are contractual on the part of the Sponsor and Breakwave,

respectively, through September 30, 2022.

If after that date, the Sponsor and/or Breakwave no longer assumed expenses or waived the

CTA Fee, respectively, BDRY could be adversely impacted, including in its ability to achieve its investment objective.

assumption of expenses by the Sponsor for BDRY, pursuant to the BDRY Expense Cap, amounted to $-0- and $284,850 for the year ended

June 30, 2021 and 2020, respectively, as disclosed in the Combined Statements of Operations.

The waiver of Breakwave’s CTA

fees, pursuant to the undertaking, amounted to $39,184 and $60,769 for the year ended June 30, 2021 and 2020, respectively, as

disclosed in the Combined Statements of Operations.

BDRY currently accrues its daily expenses based upon established individual

expense category amounts or the BDRY Expense Cap, whichever aggregate amount is less.

At the end of each month, the accrued amount

is remitted to the Sponsor as the Sponsor is responsible for the payment of the routine operational, administrative and other

ordinary expenses of the Fund.

BDRY’s total expenses amounted to $1,888,152 and $847,729 for the year ended June 30, 2021 and

2020, respectively.

Prior to its liquidation, RISE paid the sponsor $25,068 and $74,999 for the year ended June 30, 2021 and

2020, respectively, as disclosed in the Combined Statements of Operations.

Prior to its liquidation, RISE paid CTA

fees in the amount of $3,042 and $12,445 for the year ended June 30, 2021 and 2020, respectively, as disclosed in the Combined

Statements of Operations.

Administrator,

1 unchanged sentence

has agreed to pay U.S.

Bank 0.05% of assets under management (“AUM”), with a $50,000 minimum annual fee payable for

its administrative, accounting and transfer agent services and 0.01% of AUM, with an annual minimum of $4,800 for custody services.

has agreed to pay U.S.

Bank 0.05% of AUM, with a $45,000 minimum annual fee payable for its administrative, accounting and transfer

agent services and 0.01% of AUM, with an annual minimum of $4,800 for custody services.

and BDRY each pay the Distributor an annual fee for statutory and wholesaling distribution services and related administrative

services equal to the greater of $15,000 or 0.02% of RISE and BDRY’s, respectively, average daily net assets, payable monthly.

Pursuant to the applicable Marketing Agent Agreement between the Sponsor, each Fund and the Distributor, the Distributor assists

the Sponsor and the applicable Fund with certain functions and duties relating to distribution and marketing services to the applicable

Fund, including reviewing and approving marketing materials and certain regulatory compliance matters.

BDRY paid U.S.

Bank $63,796 and $61,854

for the years ended June 30, 2021 and 2020, respectively, as disclosed in the Combined Statements of Operations.

Prior to its liquidation, RISE paid U.S.

Bank $19,486 and $57,601 for the year ended June 30, 2021 and 2020, respectively, as disclosed in the Combined Statements of

BDRY pays the Distributor an annual fee for statutory

and wholesaling distribution services and related administrative services equal to the greater of $15,000 or 0.02% of the Fund’s

average daily net assets, payable monthly.

Pursuant to the Marketing Agent Agreement between the Sponsor, the Fund and the Distributor,

the Distributor assists the Sponsor and the Fund with certain functions and duties relating to distribution and marketing services to

the Fund, including reviewing and approving marketing materials and certain regulatory compliance matters.

The Distributor also assists

with the processing of creation and redemption orders.

incurred $15,539 and $17,496 in distribution and related administrative services for the year ended June 30, 2020 and 2019, respectively.

BDRY incurred $15,821 and $16,497 in distribution and related administrative services for the year ended June 30, 2020 and 2019,

respectively, as disclosed in the Combined Statements of Operations.

also pays the Sponsor an annual fee for wholesale support services equal to 0.1% of RISE’s average daily net assets, payable

BDRY pays the Sponsor for wholesale support services at an annual rate of $25,000 plus 0.12% of BDRY’s average

daily net assets, payable monthly.

incurred $6,223 and $45,717 in wholesale support fees for the year ended June 30, 2020 and 2019, respectively.

BDRY incurred $35,622

BDRY incurred $15,821 and $16,497 in distribution and related administrative

services for the year ended June 30, 2021 and 2020, respectively, as disclosed in the Combined Statements of Operations.

BDRY pays the Sponsor for wholesale support services

at an annual rate of $25,000 plus 0.12% of BDRY’s average daily net assets, payable monthly.

The Fund incurred $78,874 and $35,622

in wholesale support fees for the year ended June 30, 2021 and 2020, respectively, as disclosed in the Combined Statements of Operations.

Prior to its liquidation, RISE paid the Distributor

$5,116 and $15,539 in distribution and related administrative services for the year ended June 30, 2021 and 2020, respectively, as disclosed

in the Combined Statements of Operations.

Prior to its liquidation, RISE also paid the Sponsor

$1,522 and $6,223 in wholesale support fees for the year ended June 30, 2021 and 2020, respectively, as disclosed in the Combined Statements

1 unchanged sentence

Commission Merchant Fees

and BDRY each pay respective brokerage commissions, including applicable exchange fees, NFA fees, give–up fees, pit brokerage

fees and other transaction related fees and expenses charged in connection with trading activities in CFTC regulated investments.

BDRY pays brokerage commissions, including applicable

exchange fees, NFA fees, give–up fees, pit brokerage fees and other transaction related fees and expenses charged in connection

with trading activities in CFTC regulated investments.

Brokerage commissions on futures contracts are recognized on a half-turn basis.

Sponsor does not expect brokerage commissions and fees, on an annual basis, to exceed 0.08% for RISE, and 0.40% (excluding the

impact on the Fund of creation and/or redemption activity) for BDRY, of the NAV of the applicable Fund for execution and clearing

services on behalf of the applicable Fund, although the actual amount of brokerage commissions and fees in any year or any part

of any year may be greater.

The effects of trading spreads, financing costs associated with financial instruments, and costs relating

to the purchase of Treasury Instruments or similar high credit quality short-term fixed-income or similar securities are not included

in the foregoing analysis.

RISE incurred $4,961 and $52,348 in brokerage commissions and fees for the year ended June 30, 2020

and 2019, respectively, as disclosed in the Combined Statements of Operations.

BDRY incurred $208,650 and $34,610 in brokerage

commissions and fees for the year ended June 30, 2020 and 2019, respectively, as disclosed in the Combined Statements of Operations.

and BDRY are each responsible for certain other expenses, including professional services (e.g., outside auditor’s fees

and legal fees and expenses), shareholder Form K-1’s, tax return preparation, regulatory compliance, and other services

provided by affiliated and non-affiliated service providers.

The fees for Principal Financial Officer and Chief Compliance Officer

services provided to the Funds by the Sponsor amount to $25,000 per annum.

Certain additional fees paid to the Sponsor by the

Funds for tax return preparation and regulatory reporting fees amount to $30,000 and $50,000,

respectively, per annum.

The Sponsor does not expect brokerage

commissions and fees, on an annual basis, to exceed 0.40% (excluding the impact on the Fund of creation and/or redemption activity)

of the NAV of the Fund and for execution and clearing services to exceed $12 per lot on behalf of the Fund, although the actual

amount of brokerage commissions and fees in any year or any part of any year may be greater.

The effects of trading spreads,

financing costs associated with financial instruments, and costs relating to the purchase of freight futures, Treasury Instruments

or similar high credit quality short-term fixed-income or similar securities are not included in the foregoing analysis.

incurred $518,616 and $208,650 in brokerage commissions and fees for the year ended June 30, 2021 and 2020, respectively, as

disclosed in the Combined Statements of Operations.

Prior to its liquidation, RISE incurred $1,424

and $4,961 in brokerage commissions and fees for the year ended June 30, 2021 and 2020, respectively, as disclosed in the Combined Statements

of Operations.

The Fund is responsible for certain other

expenses, including professional services (e.g., outside auditor’s fees and legal fees and expenses), shareholder Form

K-1’s, tax return preparation, regulatory compliance, and other services provided by affiliated and non-affiliated service

The fees for Principal Financial Officer, Chief Compliance Officer, and regulatory reporting services provided to the

Fund by the Sponsor each amount to $25,000 per annum.

Extraordinary

and BDRY each pay all of their extraordinary fees and expenses, if any.

Extraordinary fees and expenses are fees and expenses

which are non-recurring and unusual in nature, such as legal claims and liabilities, litigation costs or indemnification or other

unanticipated expenses.

Extraordinary fees and expenses are fees and expenses which are nonrecurring and unusual in nature, such

as legal claims and liabilities, litigation costs or indemnification or other unanticipated expenses.

Such extraordinary fees

and expenses, by their nature, are unpredictable in terms of timing and amount.

of the Funds are issued in registered form in accordance with the respective Trust Agreement for each Fund.

The Fund pays all of its extraordinary fees

and expenses, if any.

Extraordinary fees and expenses are fees and expenses which are non-recurring and unusual in nature, such as

legal claims and liabilities, litigation costs or indemnification or other unanticipated expenses.

Such extraordinary fees and

expenses, by their nature, are unpredictable in terms of timing and amount.

of the Fund are issued in registered form in accordance with the Trust Agreement for the Fund.

Bank has been

appointed registrar and transfer agent for the purpose of transferring shares in certificated form.

Bank keeps a record of

all limited partners and holders of the shares in certificated form in the registry (the “Register”).

recognizes transfers of shares in certificated form only if done in accordance with the respective Trust Agreement for each Fund.

The beneficial interests in such shares are held in book-entry form through participants and/or accountholders in the Depository

Trust Company (“DTC”).

Bank keeps a record of all

limited partners and holders of the shares in certificated form in the registry (the “Register”).

The Sponsor recognizes

transfers of shares in certificated form only if done in accordance with the respective Trust Agreement for the Fund.

beneficial interests in such shares are held in book-entry form through participants and/or accountholders in the Depository Trust

Company (“DTC”).

certificates are not issued for the shares.

Instead, shares are represented by one or more global certificates, which are deposited

by the Administrator with, or on behalf of, DTC and registered in the name of Cede & Co., as nominee for DTC.

Instead, shares are represented by one or more global certificates, which are deposited by

the Administrator with, or on behalf of, DTC and registered in the name of Cede & Co., as nominee for DTC.

The global certificates

evidence all of the shares outstanding at any time.

Shareholders are limited to (1) participants in DTC such as banks, brokers,

dealers and trust companies (“DTC Participants”), (2) banks, brokers, dealers and trust companies who maintain, either

directly or indirectly, a custodial relationship with, or clear through, a DTC Participant (“Indirect Participants”),

and (3) persons holding interests in the shares through DTC Participants or Indirect Participants, in each case who satisfy the

requirements for transfers of shares.

will be shown on, and the transfer of Shares will be effected only through, in the case of DTC Participants, the records maintained

by the Depository and, in the case of Indirect Participants and Shareholders holding through a DTC Participant or an Indirect

participant, through those records or the records of the relevant DTC Participants or Indirect participants.

Shareholders are

expected to receive, from or through which the Shareholder has purchased Shares, a written confirmation relating to their purchase

is a limited purpose trust company organized under the laws of the State of New York and is a member of the Federal Reserve System,

a “clearing corporation”

within the meaning of the New York Uniform Commercial Code and a “clearing agency”

registered pursuant to the provisions of Section 17A of the Exchange Act.

DTC holds securities for DTC Participants and facilitates

the clearance and settlement of transactions between DTC Participants through electronic book-entry changes in accounts of DTC

Participants.

of the Funds’

NAV is calculated by:

the current market value of its total assets;

● Subtracting

any liabilities;

that total by the total number of outstanding shares.

Administrator calculates the NAV of the Funds once each NYSE Arca trading day.

The NAV for a particular trading day is released

after 4:00 p.m.

Regular trading on the NYSE Arca typically closes at 4:00 p.m.

In the case of RISE, the Administrator

uses the CME closing price (determined at the earlier of the close of the CME or 2:30 p.m.

E.T.) for the contracts traded on the

In the case of BDRY, the Administrator uses the Baltic Exchange settlement price for the Freight Futures and option contracts.

The Administrator calculates or determines the value of all other RISE and BDRY investments using market quotations, if available,

or other information customarily used to determine the fair value of such investments as of the earlier of the close of the NYSE

Arca or 4.00 p.m New York time, in the case of RISE, and as of the close of the NYSE Arca (typically 4:00 p.m.

E.T.), in the case

of BDRY, in accordance with the current applicable Administrative Agency Agreement among U.S.

Bancorp Fund Services, the Sponsor

and RISE or BDRY, respectively.

For purposes of calculating the NAV of RISE, “other information”

customarily used

in determining fair value includes information consisting of market data in the relevant market supplied by one or more third

parties including, without limitation, relevant rates, prices, yields, yield curves, volatilities, spreads, correlations or other

market data in the relevant market;

or information of the types described above from internal sources if that information is of

the same type used by RISE in the regular course of its business for the valuation of similar transactions.

The information may

include costs of funding, to the extent costs of funding are not and would not be a component of the other information being utilized.

Third parties supplying quotations or market data may include, without limitation, dealers in the relevant markets, end-users

of the relevant product, information vendors, brokers and other sources of market information.

addition, in order to provide updated information relating to the Funds for use by investors and market professionals, an updated

indicative fund value (“IFV”) is made available through on-line information services throughout the trading hours

Shareholders are limited to (1) participants in DTC such as banks, brokers, dealers

and trust companies (“DTC Participants”), (2) banks, brokers, dealers and trust companies who maintain, either directly or

indirectly, a custodial relationship with, or clear through, a DTC Participant (“Indirect Participants”), and (3) persons

holding interests in the shares through DTC Participants or Indirect Participants, in each case who satisfy the requirements for transfers

will be shown on, and the transfer of Shares will be effected only through, in the case of DTC Participants, the records maintained by

the Depository and, in the case of Indirect Participants and Shareholders holding through a DTC Participant or an Indirect participant,

through those records or the records of the relevant DTC Participants or Indirect participants.

Shareholders are expected to receive,

from or through which the Shareholder has purchased Shares, a written confirmation relating to their purchase of Shares.

is a limited purpose trust company organized under the laws of the State of New York and is a member of the Federal Reserve System, a

“clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency” registered

pursuant to the provisions of Section 17A of the Exchange Act.

DTC holds securities for DTC Participants and facilitates the clearance

and settlement of transactions between DTC Participants through electronic book-entry changes in accounts of DTC Participants.

The Fund’s NAV is calculated by:

Taking the current market value of its total assets;

Subtracting any liabilities;

Dividing that total by the total number of outstanding shares.

The Administrator calculates the NAV of the Fund

once each NYSE Arca trading day.

The NAV for a particular trading day is released after 4:00 p.m.

Regular trading on the NYSE Arca

typically closes at 4:00 p.m.

The Administrator uses the Baltic Exchange settlement price for the Freight Futures and option contracts.

The Administrator calculates or determines the value of all other Fund investments using market quotations, if available, or other information

customarily used to determine the fair value of such investments as of the close of the NYSE Arca (normally 4:00 p.m.

E.T.), in accordance

with the current Administrative Agency Agreement among U.S.

Bancorp Fund Services, the Fund and the Sponsor.

In addition, in order to provide updated information

relating to the Fund for use by investors and market professionals, an updated indicative fund value (“IFV”) is made available

through on-line information services throughout the core trading hours of 9:30 a.m.

on each trading day.

In the case of RISE, IFV is calculated by using the prior day’s

closing NAV per share of RISE as a base and updating that value throughout the trading day to reflect changes in the most recently

reported trade price for the futures and options held by RISE traded on the CME.

In the case of BDRY, the IFV is calculated

by using the prior day’s closing NAV per share of BDRY as a base and updating that value throughout the trading day to reflect

changes in the most recently reported trade price for the futures and/or options held by BDRY.

Certain Freight Futures brokers

provide real time pricing information to the general public either through their websites or through data vendors such as Bloomberg

The IFV disseminated during NYSE Arca regular trading hours should not be viewed as an actual real time update of

the NAV, because the NAV is calculated only once at the end of each trading day based upon the relevant end of day values of the

IFV is disseminated on a per share basis every 15 seconds during NYSE Arca regular trading hours.

The normal trading hours of

the CME are 10:00 a.m.

is calculated by using the prior day’s closing NAV per share of the Fund as a base and updating that value throughout the trading

day to reflect changes in the most recently reported trade price for the futures and/or options held by the Fund.

Certain Freight Futures

brokers provide real time pricing information to the general public either through their websites or through data vendors such as Bloomberg

The IFV disseminated during NYSE Arca core trading hours should not be viewed as an actual real time update of the NAV, because

the NAV is calculated only once at the end of each trading day based upon the relevant end of day values of the Fund’s investments.

The IFV is disseminated on a per share basis every

15 seconds during regular NYSE Arca core trading session hours.

The customary trading hours of the Freight Futures trading are 3:00 a.m.

This means that there is a gap in time at the beginning and/or the end of each day during which a Fund’s

to 12:00 p.m.

This means that there is a gap in time at the beginning and/or the end of each day during which the Fund’s

shares are traded on the NYSE Arca, but real-time trading prices for contracts are not available.

During such gaps in time the

IFV will be calculated based on the end of day price of such contracts from the CME’s or Baltic Exchange’s immediately

preceding trading session, as applicable.

In addition, other investments and U.S.

Treasuries held by the Funds will be valued

by the Administrator, using rates and points received from client-approved third party vendors (such as Reuters and WM Company)

and advisor or broker-dealer quotes.

During such gaps in time the IFV will

be calculated based on the end of day price of such contracts from the Baltic Exchange immediately preceding the trading session.

other investments held by the Fund will be valued by the Administrator, using rates and points received from client-approved third party

vendors (such as Reuters and WM Company) and advisor or broker-dealer quotes.

These investments will not be included in the IFV.

NYSE Arca disseminates the IFV through the facilities of CTA/CQ High Speed Lines.

In addition, the IFV is published on the NYSE

Arca’s website and is available through on-line information services such as Bloomberg and Reuters.

Dissemination

of the IFV provides additional information that is not otherwise available to the public and is useful to investors and market

professionals in connection with the trading of a Fund’s shares on the NYSE Arca.

Investors and market professionals are

able throughout the trading day to compare the market price of a Fund’s shares and the IFV.

If the market price of a Fund’s

shares diverges significantly from the IFV, market professionals will have an incentive to execute arbitrage trades.

if RISE’s or BDRY’s shares appear to be trading at a discount compared to the IFV, a market professional could buy

RISE’s or BDRY’s shares on the NYSE Arca and take the opposite position in Treasury Instruments or Freight Futures,

as applicable.

Such arbitrage trades can tighten the tracking between the market price of a Fund’s shares and the IFV and

thus can be beneficial to all market participants.

The NYSE Arca disseminates the IFV through the

facilities of CTA/CQ High Speed Lines.

In addition, the IFV is published on the NYSE Arca’s website and is available through on-line

information services such as Bloomberg and Reuters.

Dissemination of the IFV provides additional information

that is not otherwise available to the public and is useful to investors and market professionals in connection with the trading of the

Fund’s shares on the NYSE Arca.

Investors and market professionals are able throughout the trading day to compare the market price

of the Fund’s shares and the IFV.

If the market price of the Fund’s shares diverges significantly from the IFV, market professionals

will have an incentive to execute arbitrage trades.

For example, if the Fund’s shares appear to be trading at a discount compared

to the IFV, a market professional could the Fund’s shares on the NYSE Arca and take the opposite position in Freight Futures.

arbitrage trades can tighten the tracking between the market price of the Fund’s shares and the IFV and thus can be beneficial to

all market participants.

and Redemption of Shares

Funds create and redeem shares from time to time, but only in one or more Creation Baskets or Redemption Baskets.

and redemption of baskets are only made in exchange for delivery to the Funds or the distribution by the Funds of the amount of

Treasuries and/or any cash represented by the baskets being created or redeemed, the amount of which is based on the combined

NAV of the number of shares included in the baskets being created or redeemed determined as of 4:00 p.m.

on the day the order

to create or redeem baskets is properly received.

Fund creates and redeems shares from time to time, but only in one or more Creation Baskets or Redemption Baskets.

The creation and redemption

of baskets are only made in exchange for delivery to the Fund or the distribution by the Fund of the amount of cash represented by the baskets being created or redeemed, the amount of which is based on the combined NAV of the number of shares

included in the baskets being created or redeemed determined as of 4:00 p.m.

on the day the order to create or redeem baskets is

properly received.

Participants are the only persons that may place orders to create and redeem baskets.

Authorized Participants must be (1) registered

broker-dealers or other securities market participants, such as banks and other financial institutions, that are not required

to register as broker-dealers to engage in securities transactions described below, and (2) DTC Participants.

To become an Authorized

Participant, a person must enter into an Authorized Participant Agreement with the Sponsor.

The Authorized Participant Agreement

provides the procedures for the creation and redemption of baskets and for the delivery of the U.S.

Treasuries and any cash required

for such creation and redemptions.

The Authorized Participant Agreement and the related procedures attached thereto may be amended

by the respective Funds, without the consent of any limited partner or shareholder or Authorized Participant.

Authorized Participants

will pay a transaction fee of $500 to the Custodian for each order they place to create or redeem one or more baskets.

Participants who make deposits with a Fund in exchange for baskets receive no fees, commissions or other form of compensation

or inducement of any kind from either the respective Fund or the Sponsor, and no such person will have any obligation or responsibility

to the Sponsor or the respective Fund to effect any sale or resale of shares.

respect to RISE, certain Authorized Participants are expected to be capable of participating directly in the Treasury market and

the related derivatives market.

In some cases, Authorized Participants or their affiliates may from time to time buy or sell Treasuries

and related derivatives and may profit in these instances.

The Sponsor believes that the size and operation of the Treasury market

make it unlikely that an Authorized Participant’s direct activities in such markets will significantly affect the price

of Treasuries, related derivatives or the price of the shares.

Authorized Participant is required to be registered as a broker-dealer under the Exchange Act and be a member in good standing

with FINRA, or exempt from being or otherwise not required to be registered as a broker-dealer or a member of FINRA, and qualified

to act as a broker or dealer in the states or other jurisdictions where the nature of its business so requires.

Certain Authorized

Participants may also be regulated under federal and state banking laws and regulations.

Each Authorized Participant has its own

set of rules and procedures, internal controls and information barriers as it determines is appropriate in light of its own regulatory

the Authorized Participant Agreements, the Sponsor has agreed to indemnify the Authorized Participants against certain liabilities,

including liabilities under the 1933 Act, and to contribute to the payments the Authorized Participants may be required to make

in respect of those liabilities.

broker-dealers or other securities market participants, such as banks and other financial institutions, that are not required to register

as broker-dealers to engage in securities transactions described below, and (2) DTC Participants.

To become an Authorized Participant,

a person must enter into an Authorized Participant Agreement with the Sponsor.

The Authorized Participant Agreement provides the procedures

for the creation and redemption of baskets and for the delivery of the U.S.

Treasuries and any cash required for such creation and redemptions.

The Authorized Participant Agreement and the related procedures attached thereto may be amended by the Fund, without the

consent of any limited partner or shareholder or Authorized Participant.

Authorized Participants will pay a transaction fee of $500 to

the Custodian for each order they place to create or redeem one or more baskets.

Authorized Participants who make deposits with the Fund

in exchange for baskets receive no fees, commissions or other form of compensation or inducement of any kind from either the Fund or the Sponsor, and no such person will have any obligation or responsibility to the Sponsor or the Fund to effect any

sale or resale of shares.

Authorized Participant is required to be registered as a broker-dealer under the Exchange Act and be a member in good standing with FINRA,

or exempt from being or otherwise not required to be registered as a broker-dealer or a member of FINRA, and qualified to act as a broker

or dealer in the states or other jurisdictions where the nature of its business so requires.

Certain Authorized Participants may also

be regulated under federal and state banking laws and regulations.

Each Authorized Participant has its own set of rules and procedures,

internal controls and information barriers as it determines is appropriate in light of its own regulatory regime.

the Authorized Participant Agreements, the Sponsor has agreed to indemnify the Authorized Participants against certain liabilities, including

liabilities under the 1933 Act, and to contribute to the payments the Authorized Participants may be required to make in respect of those

any business day, an Authorized Participant may place an order with the Transfer Agent, and accepted by the Distributor, to create

one or more baskets.

For purposes of processing purchase and redemption orders, a “business day”

means any day other

than a day when any of the NYSE Arca, the New York Stock Exchange or the CME, in the case of RISE, or the Baltic Exchange, in

the case of BDRY, is closed for regular trading.

Purchase orders must be placed by 12:00 p.m.

or the close of the NYSE Arca

core trading session, whichever is earlier.

The day on which a valid purchase order is received in accordance with the terms of

the applicable “Authorized Participant Agreement”

is referred to as the purchase order date.

For purposes of processing purchase and redemption orders, a “business day” means any day other

than a day when any of the NYSE Arca, the New York Stock Exchange or the Baltic Exchange is closed for regular trading.

orders must be placed by 12:00 p.m.

or the close of the NYSE Arca core trading session, whichever is earlier.

The day on which

a valid purchase order is received in accordance with the terms of the “Authorized Participant Agreement” is

referred to as the purchase order date.

Purchase orders are irrevocable.

Prior to the delivery of baskets for a purchase order, the Authorized Participant will be charged a non-refundable transaction

fee due for the purchase order.

manner by which creations are made is dictated by the terms of the applicable Authorized Participant Agreement.

By placing a purchase

order for Creation Baskets of RISE, an Authorized Participant agrees to deposit U.S.

Treasuries, cash, or a combination of U.S.

Treasuries and cash with the Custodian of RISE.

If an Authorized Participant fails to so deposit, the order shall be cancelled.

Determination

of Required Deposits (RISE only)

total deposit required to create each basket (“Creation Basket Deposit”) is the amount of U.S.

Treasuries and/or cash

that is in the same proportion to the total assets of the Fund (net of estimated accrued but unpaid fees, expenses and other liabilities)

on the purchase order date as the number of shares to be created under the purchase order is in proportion to the total number

of shares outstanding on the purchase order date.

The Sponsor determines, directly in its sole discretion or in consultation with

the Administrator, the requirements for U.S.

Treasuries and the amount of cash, including the maximum permitted remaining maturity

of a Treasury and proportions of each Treasury and cash that may be included in deposits to create baskets.

The Distributor will

publish such requirements at the beginning of each business day.

The amount of cash deposit required is the difference between

the aggregate market value of the U.S.

Treasuries required to be included in a Creation Basket Deposit as of 4:00 p.m.

the date the order to purchase is properly received and the total required deposit.

Determination

of Required Payment (BDRY only)

Creation Basket Deposit for BDRY is the NAV of 25,000 shares on the purchase order date, but only if the required payment is timely

To calculate the NAV, the Administrator will use the Baltic Exchange settlement price (typically determined after 2:00

Prior to the delivery of baskets for a purchase order, the

Authorized Participant will be charged a non-refundable transaction fee due for the purchase order.

manner by which creations are made is dictated by the terms of the Authorized Participant Agreement.

Determination of Required Payment

The Creation Basket Deposit for the Fund is

the NAV of 25,000 shares on the purchase order date, but only if the required payment is timely received.

To calculate the NAV, the

Administrator will use the Baltic Exchange settlement price (typically determined after 2:00 p.m.

E.T.) for the Freight Futures.

orders to purchase Creation Baskets must be placed no later than 12:00 p.m.

E.T., but the total payment required to create a Creation

Basket typically will not be determined until after 2:00 p.m.

E.T., on the date the purchase order is received, Authorized Participants

will not know the total amount of the payment required to create a Creation Basket at the time they submit an irrevocable purchase

The NAV and the total amount of the payment required to create a Creation Basket could rise or fall substantially between

the time an irrevocable purchase order is submitted and the time the amount of the purchase price in respect thereof is determined.

of Required Deposits (RISE only)

Authorized Participant who places a purchase order is responsible for transferring to the Fund’s account with the Custodian

the required amount of U.S.

Treasuries and cash by the end of the second business day following the purchase order date.

receipt of the deposit amount, the Administrator directs DTC to credit the number of shares represented by the baskets ordered

to the Authorized Participant’s DTC account on the second business day following the purchase order date.

The expense and

risk of delivery and ownership of U.S.

Treasuries until such U.S.

Treasuries have been received by the Custodian on behalf of

the Fund is borne solely by the Authorized Participant.

orders to purchase baskets must be placed by 12:00 p.m., E.T., but the total payment required to create a basket during the continuous

offering period will not be determined until after 4:00 p.m., E.T., on the date the purchase order is received, Authorized Participants

will not know the total amount of the payment required to create a basket at the time they submit an irrevocable purchase order

for the basket.

The Fund’s NAV and the total amount of the payment required to create a basket could rise or fall substantially

between the time a purchase order is submitted and the time the amount of the purchase price in respect thereof is determined.

of Required Payment (BDRY only)

Authorized Participant who places a purchase order shall transfer to the Administrator the required amount of U.S.

and/or cash, by the end of the next business day following the purchase order date.

Upon receipt of the deposit amount, the Administrator

will direct DTC to credit the number of Creation Baskets ordered to the Authorized Participant’s DTC account on the next

business day following the purchase order date.

of Purchase Orders

Sponsor acting by itself or through the Administrator or the Distributor may suspend the right of purchase, or postpone the purchase

settlement date, for any period during which the NYSE Arca or other exchange on which the shares are listed is closed, other than

for customary holidays or weekends, or when trading is restricted or suspended.

None of the Sponsor, the Marketing Agent or the

Administrator will be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement.

of Purchase Orders

Sponsor acting by itself or through the Distributor shall have the absolute right but no obligation to reject a purchase order

or a Creation Basket Deposit if:

determines that the investment alternative available to the Fund at that time will not enable it to meet its investment objective

determines that the purchase order or the purchase order or Creation Basket Deposit is not in proper form;

believes that the purchase order or the Creation Basket Deposit would have adverse tax consequences to the Fund, the limited

partners or its shareholders (RISE only);

acceptance or receipt of the purchase order or Creation Basket Deposit would, in the opinion of counsel to the Sponsor, be

circumstances

outside the control of the Sponsor, Distributor or Custodian make it, for all practical purposes, not feasible to process

creations of baskets.

of the Sponsor, Distributor or Custodian will be liable for the rejection of any purchase order or Creation Basket Deposit.

procedures by which an Authorized Participant can redeem one or more baskets mirror the procedures for the creation of baskets.

On any business day, an Authorized Participant may place an order with the Distributor to redeem one or more baskets.

orders must be placed by 12:00 p.m.

or the close of the core trading session on the NYSE Arca, whichever is earlier.

order so received will be effective on the date it is received in satisfactory form by the Distributor.

The redemption procedures

allow Authorized Participants to redeem baskets and do not entitle an individual shareholder to redeem any shares in an amount

less than a Redemption Basket, or to redeem baskets other than through an Authorized Participant.

Because orders to purchase Creation Baskets must

be placed no later than 12:00 p.m.

E.T., but the total payment required to create a Creation Basket typically will not be determined

until after 2:00 p.m.

E.T., on the date the purchase order is received, Authorized Participants will not know the total amount of the

payment required to create a Creation Basket at the time they submit an irrevocable purchase order.

The NAV and the total amount of the

payment required to create a Creation Basket could rise or fall substantially between the time an irrevocable purchase order is submitted

and the time the amount of the purchase price in respect thereof is determined.

Delivery of Required Payment

An Authorized Participant who places a purchase

order shall transfer to the Administrator the required amount of cash, by the end of the next business day following

the purchase order date.

Upon receipt of the deposit amount, the Administrator will direct DTC to credit the number of Creation Baskets

ordered to the Authorized Participant’s DTC account on the next business day following the purchase order date.

Suspension of Purchase Orders

The Sponsor acting by itself or through the Administrator

or the Distributor may suspend the right of purchase, or postpone the purchase settlement date, for any period during which the NYSE

Arca or other exchange on which the shares are listed is closed, other than for customary holidays or weekends, or when trading is restricted

or suspended.

None of the Sponsor, the Marketing Agent or the Administrator will be liable to any person or in any way for any loss or

damages that may result from any such suspension or postponement.

Rejection of Purchase Orders

The Sponsor acting by itself or through the Distributor

shall have the absolute right but no obligation to reject a purchase order or a Creation Basket Deposit if:

it determines that the

purchase order or the Creation Basket Deposit is not in proper form;

the acceptance or receipt

of the purchase order or Creation Basket Deposit would, in the opinion of counsel to the Sponsor, be unlawful;

circumstances outside the

control of the Sponsor, Distributor or Custodian make it, for all practical purposes, not feasible to process creations of baskets.

None of the Sponsor, Distributor or Custodian

will be liable for the rejection of any purchase order or Creation Basket Deposit.

Redemption Procedures

The procedures by which an Authorized Participant

can redeem one or more baskets mirror the procedures for the creation of baskets.

On any business day, an Authorized Participant may

place an order with the Distributor to redeem one or more baskets.

Redemption orders must be placed by 12:00 p.m.

or the close of

the core trading session on the NYSE Arca, whichever is earlier.

A redemption order so received will be effective on the date it is received

in satisfactory form by the Distributor.

The redemption procedures allow Authorized Participants to redeem baskets and do not entitle

an individual shareholder to redeem any shares in an amount less than a Redemption Basket, or to redeem baskets other than through an

Authorized Participant.

Redemption orders are irrevocable.

manner by which redemptions are made is dictated by the terms of the Authorized Participant Agreement.

By placing an order for

Redemption Baskets of RISE, an Authorized Participant agrees to (1) deliver the Redemption Basket to be redeemed through DTC’s

book-entry system to the Fund’s account with the Custodian not later than 3:00 p.m.

on the second business day following

the effective date of the redemption order, and (2) if required by the Sponsor in its sole discretion, enter into or arrange for

a block trade, an exchange for related position, or any other transaction (through itself or a designated acceptable broker) with

the Fund for the sale of a number and type of futures contracts at the closing settlement price for such contracts on the redemption

If an Authorized Participant fails to consummate (1) and (2) above, the order shall be cancelled.

The number and type

of contracts specified shall be determined by the Sponsor, in its sole discretion, to meet the Fund’s investment objective

and shall be sold as a result of the Authorized Participant’s redemption of shares.

By placing an order for Redemption Baskets

of BDRY, an Authorized Participant agrees to deliver the Redemption Baskets to be redeemed through DTC’s book-entry system

to the Fund not later than 12:00 p.m.

E.T., on the next business day immediately following the redemption order date.

the delivery of redemption distribution or proceeds, the Authorized Participant will be charged a non-refundable transaction fee

due for the redemption order.

Determination

of Redemption Distribution (RISE only)

redemption distribution from the Fund consists of a transfer to the redeeming Authorized Participant of an amount of U.S.

and/or cash that is in the same proportion to the total assets of the Fund (net of estimated accrued but unpaid fees, expenses

and other liabilities) on the date the order to redeem is properly received as the number of shares to be redeemed under the redemption

order is in proportion to the total number of shares outstanding on the date the order is received.

The Sponsor, directly or in

consultation with the Administrator, determines the requirements for U.S.

Treasuries and the amounts of cash, including the maximum

permitted remaining maturity of a Treasury, and the proportions of U.S.

Treasuries and cash that may be included in distributions

to Redeem Baskets.

The Distributor will publish an estimate of the redemption distribution per basket as of the beginning of each

business day.

Determination

of Redemption Proceeds (BDRY only)

redemption proceeds from the Fund consist of a cash redemption amount equal to the NAV of the number of Baskets requested in the

Authorized Participant’s redemption order on the redemption order date.

To calculate the NAV, the Administrator will use

the Baltic Exchange settlement price (typically determined after 2:00 p.m.

The manner by which redemptions are made is dictated

by the terms of the Authorized Participant Agreement.

By placing an order for Redemption Baskets of BDRY, an Authorized Participant agrees to deliver the Redemption Baskets to be redeemed

through DTC’s book-entry system to the Fund not later than 12:00 p.m.

E.T., on the next business day immediately following the

redemption order date.

Prior to the delivery of redemption distribution or proceeds, the Authorized Participant will be charged a non-refundable

transaction fee due for the redemption order.

Determination of Redemption Proceeds

The redemption proceeds from the Fund consist

of a cash redemption amount equal to the NAV of the number of Baskets requested in the Authorized Participant’s redemption order

on the redemption order date.

To calculate the NAV, the Administrator will use the Baltic Exchange settlement price (typically determined

after 2:00 p.m.

E.T.) for the Freight Futures.

orders to redeem baskets must be placed no later than 12:00 p.m.

E.T., but the total amount of redemption proceeds typically will

not be determined until after 2:00 p.m.

E.T., on the date the redemption order is received, Authorized Participants will not know

the total amount of the redemption proceeds at the time they submit an irrevocable redemption order.

The NAV and the total amount

of redemption proceeds could rise or fall substantially between the time an irrevocable redemption order is submitted and the

time the amount of redemption proceeds in respect thereof is determined.

of Redemption Distribution (RISE only)

redemption distribution due from the Fund will be delivered to the Authorized Participant by 3:00 p.m.

on the second business

day following the redemption order date if, by 3:00 p.m.

on such second business day, the Fund’s DTC account has been

credited with the shares represented by the baskets to be redeemed.

If the Fund’s DTC account has not been credited with

all of the shares represented by the baskets to be redeemed by such time, the redemption distribution will be delivered to the

extent of whole baskets received.

Any remainder of the redemption distribution will be delivered on the next business day to the

extent of remaining shares represented by the whole baskets received if the Fund receives the fee applicable to the extension

of the redemption distribution date which the Sponsor may, from time to time, determine and the remaining baskets to be redeemed

are credited to the Fund’s DTC account by 3:00 p.m.

Because orders to redeem baskets must be placed

no later than 12:00 p.m.

E.T., but the total amount of redemption proceeds typically will not be determined until after 2:00 p.m.

on the date the redemption order is received, Authorized Participants will not know the total amount of the redemption proceeds at the

time they submit an irrevocable redemption order.

The NAV and the total amount of redemption proceeds could rise or fall substantially

between the time an irrevocable redemption order is submitted and the time the amount of redemption proceeds in respect thereof is determined.

Delivery of Redemption Proceeds

The redemption proceeds due from the Fund will

be delivered to the Authorized Participant at 1:00 p.m.

E.T., on the next business day immediately following the redemption order date

if, by such time, the Fund’s DTC account has been credited with the baskets to be redeemed.

If the Fund’s DTC account has

not been credited with all of the baskets to be redeemed by such time, the redemption distribution is delivered to the extent of whole

baskets received.

Any remainder of the redemption distribution is delivered on the next business day to the extent of remaining whole

baskets received if the Fund receives the fee applicable to the extension of the redemption distribution date which the Sponsor may,

from time to time, determine and the remaining baskets to be redeemed are credited to the Fund’s DTC account by 1:00 p.m.

on such next business day.

Any further outstanding amount of the

redemption order will be cancelled.

Pursuant to information from the Sponsor, the Custodian will also be authorized to deliver

the redemption distribution notwithstanding that the baskets to be redeemed are not credited to the Fund’s DTC account by

on the second business day following the redemption order date if the Authorized Participant has collateralized

its obligation to deliver the baskets through DTC’s book entry-system on such terms as the Sponsor may from time to time

of Redemption Proceeds (BDRY only)

redemption proceeds due from the Fund will be delivered to the Authorized Participant at 1:00 p.m.

E.T., on the next business

day immediately following the redemption order date if, by such time, the Fund’s DTC account has been credited with the

baskets to be redeemed.

If the Fund’s DTC account has not been credited with all of the baskets to be redeemed by such time,

the redemption distribution is delivered to the extent of whole baskets received.

Any remainder of the redemption distribution

is delivered on the next business day to the extent of remaining whole baskets received if the Fund receives the fee applicable

to the extension of the redemption distribution date which the Sponsor may, from time to time, determine and the remaining baskets

to be redeemed are credited to the Fund’s DTC account by 1:00 p.m.

E.T., on such next business day.

Any further outstanding

amount of the redemption order shall be cancelled.

The Sponsor may cause the redemption distribution to be delivered notwithstanding

that the baskets to be redeemed are not credited to the Fund’s DTC account by 12:00 p.m.

E.T., on the next business day

immediately following the redemption order date if the Authorized Participant has collateralized its obligation to deliver the

Baskets through DTC’s book entry system on such terms as the Sponsor may from time to time determine.

or Rejection of Redemption Orders

Sponsor may, in its discretion, suspend the right of redemption, or postpone the redemption settlement date, (1) for any period

during which the NYSE Arca, or the CME in the case of RISE, is closed other than customary weekend or holiday closings, or trading

on the NYSE Arca, or the CME, in the case of RISE, is suspended or restricted, (2) for any period during which an emergency exists

as a result of which delivery, disposal or evaluation of the redemption distribution or redemption proceeds, as applicable, is

not reasonably practicable, or (3) for such other period as the Sponsor determines to be necessary for the protection of the limited

partners or shareholders.

For example, the Sponsor may determine that it is necessary to suspend redemptions to allow for the

orderly liquidation of a Fund’s assets at an appropriate value to fund a redemption.

If the Sponsor has difficulty liquidating

its positions, e.g., because of a market disruption event in the futures markets or a suspension of trading by the exchange where

the futures contracts are listed, it may be appropriate to suspend redemptions until such time as such circumstances are rectified.

None of the Sponsor, the Distributor, the Transfer Agent, the Administrator, or the Custodian will be liable to any person or

in any way for any loss or damages that may result from any such suspension or postponement.

orders must be made in whole baskets.

The Sponsor will reject a redemption order if the order is not in proper form as described

in the applicable Authorized Participant Agreement or if the fulfillment of the order, in the opinion of its counsel, might be

The Sponsor may also reject a redemption order if the number of shares being redeemed would reduce the remaining outstanding

shares to 50,000 shares (minimum NYSE Arca maintenance listing requirement ) or less,

unless the Sponsor has reason to believe that the placer of the redemption order does in fact possess all the outstanding shares

and can deliver them.

and Redemption Transaction Fee

compensate the Funds for their expenses in connection with the creation and redemption of baskets, an Authorized Participant is

required to pay a transaction fee to the Custodian of $250 per order to create or redeem baskets, regardless of the number of

baskets in such order.

Any further outstanding amount of the redemption order shall be cancelled.

The Sponsor may cause the redemption

distribution to be delivered notwithstanding that the baskets to be redeemed are not credited to the Fund’s DTC account by 12:00

E.T., on the next business day immediately following the redemption order date if the Authorized Participant has collateralized

its obligation to deliver the Baskets through DTC’s book entry system on such terms as the Sponsor may from time to time determine.

Suspension or Rejection of Redemption Orders

The Sponsor may, in its discretion, suspend

the right of redemption, or postpone the redemption settlement date, (1) for any period during which the NYSE Arca, or the Baltic

Exchange is closed other than customary weekend or holiday closings, or trading on the NYSE Arca, or the Baltic Exchange, is

suspended or restricted, (2) for any period during which an emergency exists as a result of which delivery, disposal or evaluation

of the redemption distribution or redemption proceeds, as applicable, is not reasonably practicable, or (3) for such other period as

the Sponsor determines to be necessary for the protection of the limited partners or shareholders.

For example, the Sponsor may

determine that it is necessary to suspend redemptions to allow for the orderly liquidation of the Fund’s assets at an

appropriate value to fund a redemption.

If the Sponsor has difficulty liquidating its positions, e.g., because of a market

disruption event in the futures markets or a suspension of trading by the exchange where the futures contracts are listed, it may be

appropriate to suspend redemptions until such time as such circumstances are rectified.

None of the Sponsor, the Distributor, the

Transfer Agent, the Administrator, or the Custodian will be liable to any person or in any way for any loss or damages that may

result from any such suspension or postponement.

Redemption orders must be made in whole baskets.

The Sponsor will reject a redemption order if the order is not in proper form as described in the applicable Authorized Participant Agreement

or if the fulfillment of the order, in the opinion of its counsel, might be unlawful.

The Sponsor may also reject a redemption order

if the number of shares being redeemed would reduce the remaining outstanding shares to 50,000 shares (minimum NYSE Arca maintenance

listing requirement) or less, unless the Sponsor has reason to believe that the placer of the redemption order does in fact possess all

the outstanding shares and can deliver them.

Creation and Redemption Transaction Fee

To compensate the Funds for their expenses in

connection with the creation and redemption of baskets, an Authorized Participant is required to pay a transaction fee to the Custodian

of $500 per order to create or redeem baskets, regardless of the number of baskets in such order.

An order may include multiple baskets.

The transaction fee may be reduced, increased or otherwise changed

by the Sponsor.

The Sponsor will notify DTC of any change in the transaction fee and will not implement any increase in the fee

for the redemption of baskets until 30 days after the date of the notice.

Responsibility

Participants are responsible for any transfer tax, sales or use tax, stamp tax, recording tax, value added tax or similar tax

or governmental charge applicable to the creation or redemption of baskets, regardless of whether or not such tax or charge is

imposed directly on the Authorized Participant, and agree to indemnify the Sponsor and the Fund if they are required by law to

pay any such tax, together with any applicable penalties, additions to tax and interest thereon.

Market Transactions

noted, the Funds create and redeem shares from time to time, but only in one or more Creation Baskets or Redemption Baskets.

creation and redemption of baskets are only made in exchange for delivery to the Funds or the distribution by the Funds of the

amount of U.S.

Treasuries and cash, in the case of RISE, and cash, in the case of BDRY, represented by the baskets being created

or redeemed, the amount of which will be based on the aggregate NAV of the number of shares included in the baskets being created

or redeemed determined on the day the order to create or redeem baskets is properly received.

discussed above, Authorized Participants are the only persons that may place orders to create and redeem baskets.

Authorized Participants

must be registered broker-dealers or other securities market participants, such as banks and other financial institutions that

are not required to register as broker-dealers to engage in securities transactions.

An Authorized Participant is under no obligation

to create or redeem baskets, and an Authorized Participant is under no obligation to offer to the public shares of any baskets

it does create.

Authorized Participants that do offer to the public shares from the baskets they create will do so at per share

offering prices that are expected to reflect, among other factors, the trading price of the shares on the NYSE Arca, the NAV of

the Fund at the time the Authorized Participant purchased the Creation Baskets and the NAV of the shares at the time of the offer

of the shares to the public, the supply of and demand for shares at the time of sale, and the liquidity of the futures contract

market and the market for Treasury Instruments or U.S.

Treasuries, as applicable.

The prices of shares offered by Authorized Participants

are expected to fall between the Fund’s NAV and the trading price of the shares on the NYSE Arca at the time of sale.

initially comprising the same basket but offered by Authorized Participants to the public at different times may have different

offering prices.

An order for one or more baskets may be placed by an Authorized Participant on behalf of multiple clients.

Participants that make deposits with the Fund in exchange for baskets receive no fees, commissions or other form of compensation

or inducement of any kind from either the Fund or the Sponsor, and no such person has any obligation or responsibility to the

Sponsor or the Fund to effect any sale or resale of shares.

trade in the secondary market on the NYSE Arca.

Shares may trade in the secondary market at prices that are lower or higher relative

to their NAV per share.

The amount of the discount or premium in the trading price relative to the NAV per share may be influenced

by various factors, including the number of investors who seek to purchase or sell shares in the secondary market and the liquidity

of the futures contracts market and the market for Treasury Instruments or U.S.

The transaction fee may be reduced, increased or otherwise changed by the Sponsor.

The Sponsor will notify DTC of any change in the transaction

fee and will not implement any increase in the fee for the redemption of baskets until 30 days after the date of the notice.

Tax Responsibility

Authorized Participants are responsible for any

transfer tax, sales or use tax, stamp tax, recording tax, value added tax or similar tax or governmental charge applicable to the creation

or redemption of baskets, regardless of whether or not such tax or charge is imposed directly on the Authorized Participant, and agree

to indemnify the Sponsor and the Fund if they are required by law to pay any such tax, together with any applicable penalties, additions

to tax and interest thereon.

Secondary Market Transactions

As noted, the Fund creates and redeems shares

from time to time, but only in one or more Creation Baskets or Redemption Baskets.

The creation and redemption of baskets are only made

in exchange for delivery to the Fund or the distribution by the Fund of the amount of cash, represented by the baskets being created or redeemed, the amount of which will be based on the aggregate

NAV of the number of shares included in the baskets being created or redeemed determined on the day the order to create or redeem baskets

is properly received.

As discussed above, Authorized Participants are

the only persons that may place orders to create and redeem baskets.

Authorized Participants must be registered broker-dealers or other

securities market participants, such as banks and other financial institutions that are not required to register as broker-dealers to

engage in securities transactions.

An Authorized Participant is under no obligation to create or redeem baskets, and an Authorized Participant

is under no obligation to offer to the public shares of any baskets it does create.

Authorized Participants that do offer to the public

shares from the baskets they create will do so at per share offering prices that are expected to reflect, among other factors, the trading

price of the shares on the NYSE Arca, the NAV of the Fund at the time the Authorized Participant purchased the Creation Baskets and the

NAV of the shares at the time of the offer of the shares to the public, the supply of and demand for shares at the time of sale, and

the liquidity of the futures contract market and the market for Treasury Instruments or U.S.

Treasuries, as applicable.

While the shares trade

during regular trading hours on the NYSE Arca until 4:00 p.m.

E.T., liquidity in the market for Treasury Instruments or Freight

Futures, as applicable, may be reduced after the close of the CME at 2:30 p.m.

or the Freight Futures market at approximately

As a result, during this time, trading spreads, and the resulting premium or discount, on the shares may widen.

the case of BDRY, there are a minimum number of specified baskets and associated shares.

Once the minimum number of baskets is

reached, there can be no more basket redemptions until there has been a Creation Basket.

In such case, market makers may be less

willing to purchase shares from investors in the secondary market, which may in turn limit the ability of shareholders of the

Fund to sell their shares in the secondary market.

As of the date of this annual report the minimum level for BDRY is 50,000 shares,

representing one basket.

the case of BDRY, all proceeds from the sale of Creation Baskets will be invested as quickly as practicable in the investments

described in this prospectus.

BDRY’s cash and investments are held through the Custodian, in accounts with BDRY’s

commodity futures brokers or in demand deposits with highly-rated financial institutions.

There is no stated maximum time period

for BDRY’s operations and BDRY will continue its operations until all shares are redeemed or BDRY is liquidated pursuant

to the terms of BDRY’s Trust Agreement.

is no specified limit on the maximum number of Creation Baskets that can be sold, although the Funds may not sell shares in Creation

Baskets if such shares have not been registered with the SEC under an effective registration statement.

regulation of futures markets, futures contracts, and futures exchanges has historically been comprehensive.

The CFTC and the

exchanges are authorized to take extraordinary actions in the event of a market emergency including, for example, the retroactive

implementation of speculative position limits, increased margin requirements, the establishment of daily price limits and the

suspension of trading.

regulation of commodity interest transactions in the United States is an evolving area of law and is subject to ongoing

modification by governmental and judicial action.

Considerable regulatory attention has been focused on non-traditional

investment pools that are publicly distributed in the United States.

There is a possibility of future regulatory changes

within the United States altering, perhaps to a material extent, the nature of an investment in the Funds, or the ability of

the Funds to continue to implement its investment strategy.

In addition, various national governments outside of the United

States have expressed concern regarding the disruptive effects of speculative trading in the commodities markets and the need

to regulate the derivatives markets in general.

The effect of any future regulatory change on the Funds is impossible to

The prices of

shares offered by Authorized Participants are expected to fall between the Fund’s NAV and the trading price of the shares on the

NYSE Arca at the time of sale.

Shares initially comprising the same basket but

offered by Authorized Participants to the public at different times may have different offering prices.

An order for one or more baskets

may be placed by an Authorized Participant on behalf of multiple clients.

Authorized Participants that make deposits with the Fund in

exchange for baskets receive no fees, commissions or other form of compensation or inducement of any kind from either the Fund or the

Sponsor, and no such person has any obligation or responsibility to the Sponsor or the Fund to effect any sale or resale of shares.

Shares trade in the secondary market on the NYSE

Shares may trade in the secondary market at prices that are lower or higher relative to their NAV per share.

The amount of the

discount or premium in the trading price relative to the NAV per share may be influenced by various factors, including the number of

investors who seek to purchase or sell shares in the secondary market and the liquidity of the futures contracts market.

While the shares trade during regular trading hours on the NYSE Arca until

E.T., liquidity in the market for Freight Futures, may be reduced after the close of

the Freight Futures market at approximately 12:00 p.m.

As a result, during this time, trading spreads,

and the resulting premium or discount, on the shares may widen.

There are a minimum number

of specified baskets and associated shares.

Once the minimum number of baskets is reached, there can be no more basket redemptions until

there has been a Creation Basket.

In such case, market makers may be less willing to purchase shares from investors in the secondary

market, which may in turn limit the ability of shareholders of the Fund to sell their shares in the secondary market.

As of the date

of this annual report the minimum level for BDRY is 25,000 shares, representing one basket.

All proceeds from the sale

of Creation Baskets will be invested as quickly as practicable in the investments described in the prospectus.

BDRY’s cash and

investments are held through the Custodian, in accounts with BDRY’s commodity futures brokers or in demand deposits with highly-rated

financial institutions.

There is no stated maximum time period for BDRY’s operations and BDRY will continue its operations until

all shares are redeemed or BDRY is liquidated pursuant to the terms of BDRY’s Trust Agreement.

There is no specified limit on the maximum number

of Creation Baskets that can be sold, although the Fund may not sell shares in Creation Baskets if such shares have not been registered

with the SEC under an effective registration statement.

Regulatory Environment

The regulation of futures markets, futures contracts,

and futures exchanges has historically been comprehensive.

The CFTC and the exchanges are authorized to take extraordinary actions in

the event of a market emergency including, for example, the retroactive implementation of speculative position limits, increased margin

requirements, the establishment of daily price limits and the suspension of trading.

The regulation of commodity interest transactions

in the United States is an evolving area of law and is subject to ongoing modification by governmental and judicial action.

regulatory attention has been focused on non-traditional investment pools that are publicly distributed in the United States.

a possibility of future regulatory changes within the United States altering, perhaps to a material extent, the nature of an investment

in the Fund, or the ability of the Fund to continue to implement its investment strategy.

In addition, various national governments

outside of the United States have expressed concern regarding the disruptive effects of speculative trading in the commodities markets

and the need to regulate the derivatives markets in general.

The effect of any future regulatory change on the Fund is impossible to

predict but could be substantial and adverse.

CFTC possesses exclusive jurisdiction to regulate the activities of commodity pool operators and commodity trading advisors with

respect to “commodity interests,”

such as futures, swaps and options, and has adopted regulations with respect to

the activities of those persons and/or entities.

Under the CEA, a registered CPO, such as the Sponsor, is required to make annual

filings with the CFTC and NFA describing its organization, capital structure, management and controlling persons.

the CEA authorizes the CFTC to require and review books and records of, and documents prepared by, registered CPOs.

this authority, the CFTC requires CPOs to keep accurate, current and orderly records for each pool that they operate.

may suspend the registration of a commodity pool operator (1) if the CFTC finds that the operator’s trading practices tend

to disrupt orderly market conditions, (2) if any controlling person of the operator is subject to an order of the CFTC denying

such person trading privileges on any exchange, and (3) in certain other circumstances.

Suspension, restriction or termination

of the Sponsor’s registration as a commodity pool operator would prevent it, until that registration were to be reinstated,

from managing the Funds, and might result in the termination of the Funds if a successor sponsor is not elected pursuant to the

Trust Agreement.

investors are afforded prescribed rights for reparations under the CEA.

Investors may also be able to maintain a

private right of action for violations of the CEA.

The CFTC has adopted rules implementing the reparation provisions of the CEA,

which provide that any person may file a complaint for a reparations award with the CFTC for violation of the CEA against a floor

broker or an FCM, introducing broker, commodity trading advisor, CPO, and their respective associated persons.

to authority in the CEA, the NFA has been formed and registered with the CFTC as a registered futures association.

At the present

time, the NFA is the only self-regulatory organization for commodity interest professionals, other than futures exchanges.

CFTC has delegated to the NFA responsibility for the registration of CPOs and FCMs and their respective associated persons.

Sponsor and the Funds’

clearing broker are members of the NFA.

As such, they will be subject to NFA standards relating to

fair trade practices, financial condition and consumer protection.

The NFA also arbitrates disputes between members and their

customers and conducts registration and fitness screening of applicants for membership and audits of its existing members.

the Trust nor the Funds are required to become a member of the NFA.

regulations of the CFTC and the NFA prohibit any representation by a person registered with the CFTC or by any member of the NFA,

that registration with the CFTC, or membership in the NFA, in any respect indicates that the CFTC or the NFA has approved or endorsed

that person or that person’s trading program or objectives.

The registrations and memberships of the parties described in

this summary must not be considered as constituting any such approval or endorsement.

Likewise, no futures exchange has given

or will give any similar approval or endorsement.

exchanges in the United States are subject to varying degrees of regulation under the CEA depending on whether such exchange is

a designated contract market, exempt board of trade or electronic trading facility.

Clearing organizations are also subject to

the CEA and the rules and regulations adopted thereunder as administered by the CFTC.

The CFTC’s function is to implement

the CEA’s objectives of preventing price manipulation and excessive speculation and promoting orderly and efficient commodity

interest markets.

In addition, the various exchanges and clearing organizations themselves exercise regulatory and supervisory

authority over their member firms.

Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) was enacted in response to the economic

crisis of 2008 and 2009 and it significantly altered the regulatory regime to which the securities and commodities markets are

To date, the CFTC has issued proposed or final versions of almost all of the rules it is required to promulgate under

the Dodd-Frank Act.

The provisions of the new law include the requirement that position limits be established on a wide range

of commodity interests, including agricultural, energy, and metal-based commodity futures contracts, options on such futures contracts

and cleared and uncleared swaps that are economically equivalent to such futures contracts and options;

new registration and recordkeeping

requirements for swap market participants;

capital and margin requirements for “swap dealers”

and “major swap

participants,”

as determined by the new law and applicable regulations;

reporting of all swap transactions to swap data

repositories;

and the mandatory use of clearinghouse mechanisms for sufficiently standardized swap transactions that were historically

entered into in the over-the-counter market, but are now designated as subject to the clearing requirement;

and margin requirements

for over-the-counter swaps that are not subject to the clearing requirements.

Dodd-Frank Act was intended to reduce systemic risks that may have contributed to the 2008/2009 financial crisis.

first draft of what became the Dodd-Frank Act, supporters and opponents have debated the scope of the legislation.

administrations of the U.S.

change, the interpretation and implementation will change along with them.

The CFTC possesses exclusive jurisdiction to

regulate the activities of commodity pool operators and commodity trading advisors with respect to “commodity interests,”

such as futures, swaps and options, and has adopted regulations with respect to the activities of those persons and/or entities.

the CEA, a registered CPO, such as the Sponsor, is required to make annual filings with the CFTC and NFA describing its organization,

capital structure, management and controlling persons.

In addition, the CEA authorizes the CFTC to require and review books and records

of, and documents prepared by, registered CPOs.

Pursuant to this authority, the CFTC requires CPOs to keep accurate, current and orderly

records for each pool that they operate.

The CFTC may suspend the registration of a commodity pool operator (1) if the CFTC finds that

the operator’s trading practices tend to disrupt orderly market conditions, (2) if any controlling person of the operator is subject

to an order of the CFTC denying such person trading privileges on any exchange, and (3) in certain other circumstances.

Suspension, restriction

or termination of the Sponsor’s registration as a commodity pool operator would prevent it, until that registration were to be

reinstated, from managing the Fund, and might result in the termination of the Fund if a successor sponsor is not elected pursuant

to the Trust Agreement.

The Fund’s investors are afforded prescribed

rights for reparations under the CEA.

Investors may also be able to maintain a private right of action for violations of the CEA.

CFTC has adopted rules implementing the reparation provisions of the CEA, which provide that any person may file a complaint for a reparations

award with the CFTC for violation of the CEA against a floor broker or an FCM, introducing broker, commodity trading advisor, CPO, and

their respective associated persons.

Pursuant to authority in the CEA, the NFA has

been formed and registered with the CFTC as a registered futures association.

At the present time, the NFA is the only self-regulatory

organization for commodity interest professionals, other than futures exchanges.

The CFTC has delegated to the NFA responsibility for

the registration of CPOs and FCMs and their respective associated persons.

The Sponsor and the Fund’s clearing broker are members

As such, they will be subject to NFA standards relating to fair trade practices, financial condition and consumer protection.

The NFA also arbitrates disputes between members and their customers and conducts registration and fitness screening of applicants for

membership and audits of its existing members.

Neither the Trust nor the Fund are required to become a member of the NFA.

The regulations of the CFTC and the NFA prohibit

any representation by a person registered with the CFTC or by any member of the NFA, that registration with the CFTC, or membership in

the NFA, in any respect indicates that the CFTC or the NFA has approved or endorsed that person or that person’s trading program

or objectives.

The registrations and memberships of the parties described in this summary must not be considered as constituting any

such approval or endorsement.

Likewise, no futures exchange has given or will give any similar approval or endorsement.

Futures exchanges in the United States are subject

to varying degrees of regulation under the CEA depending on whether such exchange is a designated contract market, exempt board of trade

or electronic trading facility.

Clearing organizations are also subject to the CEA and the rules and regulations adopted thereunder as

administered by the CFTC.

The CFTC’s function is to implement the CEA’s objectives of preventing price manipulation and excessive

speculation and promoting orderly and efficient commodity interest markets.

In addition, the various exchanges and clearing organizations

themselves exercise regulatory and supervisory authority over their member firms.

The Dodd-Frank Wall Street Reform and Consumer

Protection Act (the “Dodd-Frank Act”) was enacted in response to the economic crisis of 2008 and 2009 and it significantly

altered the regulatory regime to which the securities and commodities markets are subject.

To date, the CFTC has issued proposed or final

versions of almost all of the rules it is required to promulgate under the Dodd-Frank Act.

The provisions of the new law include the

requirement that position limits be established on a wide range of commodity interests, including agricultural, energy, and metal-based

commodity futures contracts, options on such futures contracts and cleared and uncleared swaps that are economically equivalent to such

futures contracts and options;

new registration and recordkeeping requirements for swap market participants;

capital and margin requirements

for “swap dealers” and “major swap participants,” as determined by the new law and applicable regulations;

of all swap transactions to swap data repositories;

and the mandatory use of clearinghouse mechanisms for sufficiently standardized swap

transactions that were historically entered into in the over-the-counter market, but are now designated as subject to the clearing requirement;

and margin requirements for over-the-counter swaps that are not subject to the clearing requirements.

The Dodd-Frank Act was intended to reduce systemic

risks that may have contributed to the 2008/2009 financial crisis.

Since the first draft of what became the Dodd-Frank Act, supporters

and opponents have debated the scope of the legislation.

As the administrations of the U.S.

change, the interpretation and implementation

will change along with them.

Nevertheless, regulatory reform of any kind may have a significant impact on U.S.

regulated entities.

rules and regulations under the Dodd-Frank Act require enhanced customer protections, risk management programs, internal monitoring

and controls, capital and liquidity standards, customer disclosures and auditing and examination programs for FCMs.

are intended to afford greater assurances to market participants that customer segregated funds and secured amounts are protected,

customers are provided with appropriate notice of the risks of futures trading and of the FCMs with which they may choose to do

business, FCMs are monitoring and managing risks in a robust manner, the capital and liquidity of FCMs are strengthened to safeguard

the continued operations and the auditing and examination programs of the CFTC and the self-regulatory organizations are monitoring

the activities of FCMs in a thorough manner.

bodies outside the U.S.

have also passed or proposed, or may propose in the future, legislation similar to that proposed by

the Dodd-Frank Act or other legislation containing other restrictions that could adversely impact the liquidity of and

increase costs of participating in the commodities markets.

For example, the European Union Markets in Financial Instruments

Directive (Directive 2014/65/EU) and Markets in Financial Instruments Regulation (Regulation (EU) No 600/2014) (together

“MiFID II”), which has applied since January 3, 2018, governs the provision of investment services and activities

in relation to, as well as the organized trading of, financial instruments such as shares, bonds, units in collective

Current rules and regulations under the Dodd-Frank

Act require enhanced customer protections, risk management programs, internal monitoring and controls, capital and liquidity standards,

customer disclosures and auditing and examination programs for FCMs.

The rules are intended to afford greater assurances to market participants

that customer segregated funds and secured amounts are protected, customers are provided with appropriate notice of the risks of futures

trading and of the FCMs with which they may choose to do business, FCMs are monitoring and managing risks in a robust manner, the capital

and liquidity of FCMs are strengthened to safeguard the continued operations and the auditing and examination programs of the CFTC and

the self-regulatory organizations are monitoring the activities of FCMs in a thorough manner.

Regulatory bodies outside the U.S.

passed or proposed, or may propose in the future, legislation similar to that proposed by the Dodd-Frank Act or other legislation containing

other restrictions that could adversely impact the liquidity of and increase costs of participating in the commodities markets.

the European Union Markets in Financial Instruments Directive (Directive 2014/65/EU) and Markets in Financial Instruments Regulation

(Regulation (EU) No 600/2014) (together “MiFID II”), which has applied since January 3, 2018, governs the provision of investment

services and activities in relation to, as well as the organized trading of, financial instruments such as shares, bonds, units in collective

investment schemes and derivatives.

In particular, MiFID II requires EU Member States to apply position limits to the size of

a net position which a person can hold at any time in commodity derivatives traded on EU trading venues and in

“economically equivalent”

over-the-counter (“OTC”) contracts.

By way of further example, the European

Market Infrastructure Regulation (Regulation (EU) No 648/2012, as amended) (“EMIR”) introduced certain

requirements in respect of OTC derivatives including:

(i) the mandatory clearing of OTC derivative contracts declared subject

to the clearing obligation;

(ii) risk mitigation techniques in respect of un-cleared OTC derivative contracts, including the

mandatory margining of un-cleared OTC derivative contracts;

and (iii) reporting and recordkeeping requirements in respect of

all derivatives contracts.

In the event that the requirements under EMIR and MiFID II apply, these are expected to increase

the cost of transacting derivatives.

addition, considerable regulatory attention has been focused on non-traditional publicly distributed investment pools such as

Furthermore, various national governments have expressed concern regarding the disruptive effects of speculative trading

in certain commodity markets and the need to regulate the derivatives markets in general.

The effect of any future regulatory

change on the Funds is impossible to predict, but could be substantial and adverse.

believes that as of June 30, 2020, it had fulfilled in a timely manner all Dodd-Frank or other regulatory requirements to which

it is subject.

Fund makes available, free of charge, on its website (www.risingrateetf.com.

for RISE and www.drybulketf.com.

for BDRY), its annual

reports on Form 10-K, its quarterly reports on Form 10-Q, its current reports on Form 8-K and amendments to these reports filed

or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after these forms are filed

with, or furnished to, the SEC.

These reports are also available from the SEC though its website at:

Trust also makes available, on its website, its monthly reports and its annual reports required to be prepared and filed with

the NFA under the CFTC regulations.

required for smaller reporting companies.

In particular, MiFID II requires EU Member States to apply position limits to the size of a net position

which a person can hold at any time in commodity derivatives traded on EU trading venues and in “economically equivalent”

over-the-counter (“OTC”) contracts.

By way of further example, the European Market Infrastructure Regulation (Regulation

(EU) No 648/2012, as amended) (“EMIR”) introduced certain requirements in respect of OTC derivatives including:

(i) the mandatory

clearing of OTC derivative contracts declared subject to the clearing obligation;

(ii) risk mitigation techniques in respect of un-cleared

OTC derivative contracts, including the mandatory margining of un-cleared OTC derivative contracts;

and (iii) reporting and recordkeeping

requirements in respect of all derivatives contracts.

In the event that the requirements under EMIR and MiFID II apply, these are expected

to increase the cost of transacting derivatives.

In addition, considerable regulatory attention

has been focused on non-traditional publicly distributed investment pools such as the Fund.

Furthermore, various national governments

have expressed concern regarding the disruptive effects of speculative trading in certain commodity markets and the need to regulate

the derivatives markets in general.

The effect of any future regulatory change on the Funds is impossible to predict, but could be substantial

Management believes that as of June 30, 2021,

it had fulfilled in a timely manner all Dodd-Frank or other regulatory requirements to which it is subject.

The Fund makes available, free of charge, on

its website (www.drybulketf.com.), its annual reports on Form 10-K, its quarterly reports

on Form 10-Q, its current reports on Form 8-K and amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of

the Exchange Act as soon as reasonably practicable after these forms are filed with, or furnished to, the SEC.

These reports are also

available from the SEC though its website at:

The Trust also makes available, on its website,

its monthly reports and its annual reports required to be prepared and filed with the NFA under the CFTC regulations.

Not required for smaller reporting companies.

Unresolved Staff Comments.

Not applicable.

Legal Proceedings

the Funds may, from time to time, be involved in litigation arising out of its operations in the normal course of business or

otherwise, neither of the Funds is currently a party to any pending material legal proceedings.

Although the Fund may, from time to time, be

involved in litigation arising out of its operations in the normal course of business or otherwise, the Fund is currently

a party to any pending material legal proceedings.

Mine Safety Disclosures.

Not applicable.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business