What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2022-09-26 compared with 2021-09-10 · 443 added, 475 removed, 284 unchanged (76% of the section changed)

1 unchanged sentence

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.

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.

58 unchanged sentences

Treasuries or other high credit quality, short-term fixed-income or similar securities

for direct investment or as collateral for the U.S.

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

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

on an ongoing basis.

15 unchanged sentences

Freight Futures currently constituting the BDRY Benchmark Portfolio as of June 30, 2022 include:

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

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

BALTIC EXCHANGE PANAMAX T/C AVERAGE SHIPPING ROUTE

INDEX - JUL 22

BFFAP N22 Index

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

BFFAP Q22 Index

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

BFFAP U22 Index

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

S58FM N22 Index

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

S58FM Q22 Index

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

S58FM U22 Index

BALTIC CAPESIZE TIME CHARTER - JUL 22

BFFATC N22 Index

BALTIC CAPESIZE TIME CHARTER - AUG 22

BFFATC Q22 Index

BALTIC CAPESIZE TIME CHARTER - SEP 22

BFFATC U22 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 10TC

10 unchanged sentences

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.

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

does not and will not employ the technique, commonly known as pyramiding, in which the speculator uses unrealized profits on existing

2 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 cause BDRY 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

53 unchanged sentences

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

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

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

19 unchanged sentences

Futures Commission Merchant

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.

ED&F Man Capital Markets Limited (“ED&F

Man”) registered in England, 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

ED&F Man Capital Inc., a Delaware limited liability company, served as BDRY’s clearing broker from November 6, 2020 through

June 2, 2022.

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).

ED&F Man’s head office is at 3 London

Bridge Street, London, SE1 9SG.

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

2 unchanged sentences

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

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

On June 1, 2022, Marex Financial, registered in England, also became a clearing broker for BDRY, on terms substantially identical to ED&F

BDRY did not clear any transactions through Marex Financial through June 30, 2022.

On August 1, 2022, Marex announced it had agreed

to aquire ED&F Man.

The transaction is expected to be completed by the end of 2022.

& 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 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,

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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.

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 March 31, 2024.

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 $-0- for the year ended June 30,

2022 and 2021, respectively, as disclosed in the Statements of Operations.

The waiver of Breakwave’s CTA fees, pursuant to the

undertaking, amounted to $ -0- and $39,184 for the year ended June 30, 2022 and 2021, respectively, as disclosed in the Statements of

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 $3,280,229 and $1,888,152 for the year ended June 30, 2022 and 2021, respectively.

to its liquidation, RISE paid the sponsor $25,068 for the year ended June 30, 2021, as disclosed in the Combined Statements of Operations.

to its liquidation, RISE paid CTA fees in the amount of $3,042 for the year ended June 30, 2021, as disclosed in the Combined Statements

of Operations.

Administrator,

Custodian, Fund Accountant, and Transfer Agent Fees

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.

BDRY 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.

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.

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

of Operations.

Bank $64,618 and $63,796 for the years ended June 30, 2022 and 2021, respectively,

as disclosed in the Statements of Operations.

to its liquidation, RISE paid U.S.

Bank $19,486 for the year ended June 30, 2021, as disclosed in the Combined Statements of Operations.

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.

BDRY incurred $15,707 and

$15,821 in distribution and related administrative services for the year ended June 30, 2022 and 2021, respectively, as disclosed in

the Statements of Operations.

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

The Fund incurred $112,393 and $78,874 in wholesale support fees for the year ended June 30, 2022 and 2021, respectively, as

disclosed in the Statements of Operations.

to its liquidation, RISE paid the Distributor $5,116 in distribution and related administrative services for the year ended June 30,

2021, as disclosed in the Combined Statements of Operations.

to its liquidation, RISE also paid the Sponsor $1,522 in wholesale support fees for the year ended June 30, 2021, as disclosed in the

Combined Statements of Operations.

Commission Merchant Fees

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.

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.

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.

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.

BDRY incurred $665,810 and $518,616 in brokerage commissions

and fees for the year ended June 30, 2022 and 2021, respectively, as disclosed in the Statements of Operations.

to its liquidation, RISE incurred $1,424 in brokerage commissions and fees for the year ended June 30, 2021, as disclosed in the Combined

Statements of Operations.

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 providers.

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

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.

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.

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”).

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”).

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”).

The Sponsor recognizes transfers of shares in

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

The 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.

17 unchanged sentences

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

The Fund’s NAV is calculated by:

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.

Dividing that total by the total number of outstanding

The Administrator calculates the NAV of the Fund

19 unchanged sentences

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.

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

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 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.

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.

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 Baltic Exchange immediately preceding the trading

In addition, 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

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 purchase the Fund’s shares on the NYSE

Arca and take the opposite position in Freight Futures.

Such arbitrage trades can tighten the tracking between the market price of the

Fund’s shares and the IFV and thus can be beneficial to all market participants.

and Redemption of Shares

1 unchanged sentence

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.

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.

7 unchanged sentences

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.

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 $300 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,

7 unchanged sentences

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 Baltic Exchange is closed for regular trading.

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

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 Baltic Exchange 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 “Authorized Participant Agreement” is

referred to as the purchase order date.

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

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.

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.

Determination

of Required Payment

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

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.

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:

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.

of Required Payment

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

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:

it determines that the

4 unchanged sentences

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.

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.

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.

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.

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.

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.

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.

Prior to the delivery

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

Determination

of Redemption Proceeds

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 Proceeds

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

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.

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 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.

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.

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.

Sponsor may also reject a redemption order if the number of shares being redeemed would reduce the remaining outstanding shares to 25,000

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 Fund for its expenses in connection with the creation and redemption of baskets, an Authorized Participant is required

to pay a transaction fee to the Custodian of $300 per order to create or redeem baskets, regardless of the number of baskets in such

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.

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.

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 Fund creates and redeems 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 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

9 unchanged sentences

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 liquidity of the futures contract market.

The prices of

1 unchanged sentence

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.

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.

initially comprising the same basket but offered by Authorized Participants to the public at different times may have different offering

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.

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.

While the shares trade during regular trading hours on the NYSE Arca until 4:00 p.m.

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.

during this time, trading spreads, and the resulting premium or discount, on the shares may widen.

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.

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.

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 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.

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.

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.

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.

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 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.

Neither the Trust nor the Fund are required to become a member of 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.

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.

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 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

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.

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

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.

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.

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.

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

bodies outside the U.S.

have also passed or proposed, or may propose in the future, legislation similar to that proposed by the Dodd-Frank

Act or other legislation containing other restrictions that could adversely impact the liquidity of and increase costs of participating

in the commodities markets.

For example, the European Union Markets in Financial Instruments Directive (Directive 2014/65/EU) and Markets

in Financial Instruments Regulation (Regulation (EU) No 600/2014) (together “MiFID II”), which has applied since January

3, 2018, governs the provision of investment services and activities in relation to, as well as the organized trading of, financial instruments

such as shares, bonds, units in collective investment schemes and derivatives.

In particular, MiFID II requires EU Member States to apply

position limits to the size of a net position which a person can hold at any time in commodity derivatives traded on EU trading venues

and in “economically equivalent” over-the-counter (“OTC”) contracts.

By way of further example, the European

Market Infrastructure Regulation (Regulation (EU) No 648/2012, as amended) (“EMIR”) introduced certain requirements in respect

of OTC derivatives including:

(i) the mandatory clearing of OTC derivative contracts declared subject to the clearing obligation;

risk mitigation techniques in respect of un-cleared OTC derivative contracts, including the mandatory margining of un-cleared OTC derivative

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 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 Fund is impossible

to predict but could be substantial and adverse.

believes that as of June 30, 2022, it had fulfilled in a timely manner all Dodd-Frank or other regulatory requirements to which it is

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:

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.

Unresolved Staff Comments.

Not applicable.

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.

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 not 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