What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2023-09-27 compared with 2022-09-26 · 796 added, 557 removed, 444 unchanged (75% of the section changed)

Financial Statements and Supplemental Data.

ETF MANAGERS GROUP COMMODITY TRUST I

Statements of Assets and Liabilities

ETF MANAGERS GROUP COMMODITY TRUST

Combined Statements of Assets and

June 30, 2023

Investment in securities, at fair value (cost $ 17,208,763 )

BREAKWAVE DRY BULK

BREAKWAVE TANKER

Investment in securities, at fair value (cost $ 39,591,860 and $ 475,048 , respectively)

Segregated cash held by broker

Receivable for fund shares sold

Receivable on open futures contracts

Interest receivable

6 unchanged sentences

Market value per share

See accompanying notes to financial statements.

See accompanying notes to combined financial statements.

ETF MANAGERS GROUP COMMODITY TRUST I

Statements of Assets and Liabilities

Combined Statements of Assets and Liabilities

June 30, 2022

BREAKWAVE DRY BULK

BREAKWAVE TANKER

Investment in securities, at fair value (cost $ 17,208,763 )

Segregated cash held by broker

Receivable on open futures contracts

Prepaid expenses

Subscriptions receivable

Interest receivable

Due to Sponsor

Payable on open futures contracts

Other accrued expenses

Total liabilities

$ 114,077,152

Shares outstanding (unlimited authorized)

1 unchanged sentence

Market value per share

See accompanying notes to financial statements.

See accompanying notes to

combined financial statements.

ETF MANAGERS GROUP COMMODITY TRUST I

Schedule of Investments

Combined Schedule of Investments

June 30, 2023

MONEY MARKET FUNDS - 37.0%

First American US Treasury Obligations Fund, Class X, 1.31 % (a) ( 17,208,763 shares)

TOTAL MONEY MARKET FUNDS (Cost $17,208,763)

Total Investments (Cost $17,208,763) - 37.0 %

Other Assets in Excess of Liabilities - 63.0 % (b)

TOTAL NET ASSETS - 100.0 %

BREAKWAVE DRY BULK

BREAKWAVE TANKER

MONEY MARKET FUNDS - 64.7 % and 11.4 %, respectively

First American US Treasury Obligations Fund, Class X, 5.04 % (a)

TOTAL MONEY MARKET FUNDS (Cost $ 39,591,860 and $ 475,048 , respectively)

Total Investments (Cost $ 39,591,860 and $ 475,048 , respectively) - 64.7 % and 11.4 %, respectively

Other Assets in Excess of Liabilities - 35.3 % and 88.6 %, respectively (b)

TOTAL NET ASSETS - 100.0 % and 100.0 %, respectively

(a) Annualized seven-day yield as of June 30, 2023.

(b) $37,188,477 of cash is pledged as collateral for futures

(b) $35,323,736 and $2,879,954, respectively, of cash is pledged

as collateral for futures contracts.

BREAKWAVE DRY BULK SHIPPING ETF

ETF MANAGERS GROUP

Futures Contracts

Appreciation/

June 30, 2023

(Depreciation)

Baltic Capesize Time Charter Expiring July 28, 2023 (Underlying Face Amount at Market Value - $ 9,552,340 ) (620 contracts)

$ ( 2,288,410 )

Baltic Capesize Time Charter Expiring August 25, 2023 (Underlying Face Amount at Market Value - $ 10,172,340 ) (620 contracts)

( 1,668,410 )

Baltic Capesize Time Charter Expiring September 29, 2023 (Underlying Face Amount at Market Value - $ 10,781,180 ) (620 contracts)

( 1,059,570 )

Baltic Exchange Panamax T/C Average Shipping Route Index Expiring July 28, 2023 (Underlying Face Amount at Market Value - $ 7,122,330 ) (810 contracts)

5 unchanged sentences

Baltic Exchange Panamax T/C Average Shipping Route Index Expiring September 29, 2023 (Underlying Face Amount at Market Value - $ 9,218,610 ) (810 contracts)

( 1,356,325 )

Baltic Exchange Supramax T/C Average Shipping Route Expiring July 28, 2023 (Underlying Face Amount at Market Value - $ 1,752,750 ) (190 contracts)

1 unchanged sentence

Baltic Exchange Supramax T/C Average Shipping Route Expiring September 29, 2023 (Underlying Face Amount at Market Value - $ 2,120,000 ) (190 contracts)

Baltic Capesize Time Charter Expiring July 29, 2022 (Underlying Face Amount at Market Value - $6,834,850) (275 contracts)

$ ( 13,669,745 )

Baltic Capesize Time Charter Expiring August 26, 2022 (Underlying Face Amount at Market Value - $7,891,400) (275 contracts)

( 1,694,040 )

Baltic Capesize Time Charter Expiring September 23, 2022 (Underlying Face Amount at Market Value - $8,752,975) (275 contracts)

$ ( 9,265,175

See accompanying notes to financial statements.

ETF MANAGERS GROUP COMMODITY TRUST

Schedule of Investments

BREAKWAVE TANKER SHIPPING ETF

ETF MANAGERS GROUP

Futures Contracts

Appreciation/

June 30, 2023

(Depreciation)

Baltic Freight Route Middle East Gulf to China Expiring July 28, 2023 (Underlying Face Amount at Market Value - $ 1,296,000 ) (90 contracts)

Baltic Freight Route Middle East Gulf to China Expiring August 25, 2023 (Underlying Face Amount at Market Value - $ 1,229,400 ) (90 contracts)

Baltic Freight Route Middle East Gulf to China Expiring September 29, 2023 (Underlying Face Amount at Market Value - $ 1,234,800 ) (90 contracts)

Baltic Freight Route West Africa to UK Continent Expiring July 28, 2023 (Underlying Face Amount at Market Value - $ 95,450 ) (5 contracts)

Baltic Freight Route West Africa to UK Continent Expiring August 25, 2023 (Underlying Face Amount at Market Value - $ 179,400 ) (10 contracts)

Baltic Freight Route West Africa to UK Continent Expiring September 29, 2023 (Underlying Face Amount at Market Value - $ 89,150 ) (5 contracts)

See accompanying notes to

combined financial statements.

ETF MANAGERS GROUP COMMODITY TRUST I

Combined Schedules of Investments

June 30, 2022

BREAKWAVE DRY BULK

BREAKWAVE TANKER

MONEY MARKET FUNDS - 37.0 %

First American US Treasury Obligations Fund, Class X, 0.01 % (a) ( 42,654,058 shares)

First American US Treasury Obligations Fund, Class X, 1.31 % (a)

TOTAL MONEY MARKET FUNDS (Cost $ 17,208,763 )

2 unchanged sentences

TOTAL NET ASSETS - 100.0 %

$ 114,077,152

(a) Annualized seven-day yield as of June 30, 2022.

1 unchanged sentence

BREAKWAVE DRY BULK SHIPPING ETF

ETF MANAGERS GROUP

Futures Contracts

Appreciation/

June 30, 2022

(Depreciation)

Baltic Capesize Time Charter Expiring July 29, 2022 (Underlying Face Amount at Market Value - $ 6,834,850 ) (275 contracts)

$ ( 2,692,960 )

Baltic Capesize Time Charter Expiring August 26, 2022 (Underlying Face Amount at Market Value - $ 7,891,400 ) (275 contracts)

( 1,694,040 )

Baltic Capesize Time Charter Expiring September 23, 2022 (Underlying Face Amount at Market Value - $ 8,752,975 ) (275 contracts)

Baltic Exchange Panamax T/C Average Shipping Route Index Expiring July 29, 2022 (Underlying Face Amount at Market Value - $ 5,990,220 ) (270 contracts)

( 1,256,570 )

Baltic Exchange Panamax T/C Average Shipping Route Index Expiring August 26, 2022 (Underlying Face Amount at Market Value - $ 6,180,030 ) (270 contracts)

( 1,079,305 )

Baltic Exchange Panamax T/C Average Shipping Route Index Expiring September 23, 2022 (Underlying Face Amount at Market Value - $ 6,307,470 ) (270 contracts)

2 unchanged sentences

Baltic Exchange Supramax T/C Average Shipping Route Expiring September 23, 2022 (Underlying Face Amount at Market Value - $ 1,467,000 ) (60 contracts)

Baltic Capesize Time Charter Expiring July 30, 2021 (Underlying Face Amount at Market Value - $ 15,947,020 ) (445 contracts)

Baltic Capesize Time Charter Expiring August 27, 2021 (Underlying Face Amount at Market Value - $ 17,744,375 ) (445 contracts)

Baltic Capesize Time Charter Expiring September 24, 2021(Underlying Face Amount at Market Value - $ 17,442,220 ) (445 contracts)

* SIT Rising Rate ETF, which had been a series of the Trust, liquidated as of November 18, 2020.

See accompanying notes to financial

$ ( 9,265,175 )

See accompanying notes to combined financial

ETF MANAGERS GROUP COMMODITY TRUST I

Statements of Operations

Combined Statements of Operations

Year Ended Ended June 30, 2023

BREAKWAVE DRY BULK

BREAKWAVE TANKER

Investment Income

10 unchanged sentences

Marketing expenses

Amortization of offering costs

Other expenses

11 unchanged sentences

Net Realized Gain (Loss) on

Investments, futures and options contracts

Investments, and futures contracts

( 30,983,820 )

( 30,608,304 )

Change in Unrealized Gain (Loss) on

Investments, futures and options contracts

Investments, and futures contracts

( 4,404,570 )

6 unchanged sentences

$ ( 35,363,570 )

See accompanying notes to financial statements.

* Period from May 3, 2023 (commencement of investment operations) to June 30, 2023.

See accompanying notes to combined financial statements.

ETF MANAGERS GROUP COMMODITY TRUST I

Combined Statements of Operations

Combined Statements

of Operations

Year Ended Ended June 30, 2022

BREAKWAVE DRY BULK

BREAKWAVE TANKER

Investment Income

Tax preparation fees

Tax State Filing fees

Admin/accounting/custodian/transfer agent fees

4 unchanged sentences

Distribution fees

NJ Filing fees

Insurance expense

Listing & calculation agent fees

Listing and calculation agent fees

Marketing expenses

Amortization of offering costs

Other expenses

2 unchanged sentences

Wholesale support fees

Amortization of offering expenses

Interest expense

10 unchanged sentences

Investments, futures and options contracts

( 30,988,515 )

Net realized and unrealized gain (loss)

( 30,151,547 )

Net income (loss)

* Period from July 1, 2020 to October 30, 2020 - Sit Rising Rate ETF liquidated as of November 18, 2020.

See accompanying notes to financial statements.

$ ( 33,398,736 )

See accompanying notes to

combined financial statements.

ETF MANAGERS GROUP COMMODITY TRUST I

Statements of Changes in Net Assets

Combined Statements of Changes in Net Assets

Year Ended June 30, 2023

BREAKWAVE DRY BULK

BREAKWAVE TANKER

Net Assets at Beginning of Year

$ 114,077,152

Increase (decrease) in Net Assets from share transactions

Addition of 4,850,000 shares

Redemption of 6,075,000 shares

Addition of 14,975,000 and 200,100 shares, respectively

Redemption of 6,625,000 and - 0 - shares, respectively

( 61,398,051 )

1 unchanged sentence

Net increase (decrease) in Net Assets from share transactions

( 34,191,248 )

Increase (decrease) in Net Assets from operations

3 unchanged sentences

Net realized gain (loss)

( 30,983,820 )

( 30,608,304 )

Change in net unrealized gain (loss)

5 unchanged sentences

Net Assets at End of Year

See accompanying notes to financial statements.

* Period from May 3, 2023 (commencement of investment operations)

to June 30, 2023.

See accompanying notes to combined financial statements.

ETF MANAGERS GROUP COMMODITY TRUST I

Combined Statements of Changes in Net Assets

Combined Statements

of Changes in Net Assets

Year Ended June 30, 2022

BREAKWAVE DRY BULK

BREAKWAVE TANKER

Net Assets at Beginning of Year

$ 114,077,152

Increase (decrease) in Net Assets from share transactions

Addition of 4,450,000 and - 0 - shares, respectively

Redemption of 6,250,000 and 250,040 shares, respectively

Net increase (decrease) in Net Assets from share

Addition of 4,850,000 shares

Redemption of 6,075,000 shares

( 159,308,038 )

Net increase (decrease) in Net Assets from share transactions

( 34,191,248 )

Increase (decrease) in Net Assets from operations

Net investment income (loss)

( 3,247,189 )

Net realized gain (loss)

Change in net unrealized

Change in net unrealized gain (loss)

( 30,988,515 )

Net increase (decrease) in Net Assets from operations

( 33,398,736 )

Net Assets at End of Year

* Period from July 1, 2020 to October 30, 2020 - Sit Rising Rate ETF liquidated as of November 18, 2020.

See accompanying notes to financial statements.

See accompanying notes to

combined financial statements.

ETF MANAGERS GROUP COMMODITY TRUST I

Statements of Cash Flows

Combined Statements of Cash Flows

Year Ended June 30, 2023

BREAKWAVE DRY BULK

BREAKWAVE TANKER

Cash flows provided by/used in operating activities

2 unchanged sentences

$ ( 35,363,570 )

Adjustments to reconcile net income (loss) to net cash

provided by/used in operating activities:

Adjustments to reconcile net income (loss) to net cash provided by/used in operating activities:

Net realized gain (loss) on investments

4 unchanged sentences

( 57,045,732 )

Decrease in subscriptions receivable

Increase in interest receivable

Decrease in receivable on open futures contracts

Increase in receivable on open futures contracts

Increase in payable on open futures contracts

Decrease in prepaid expenses

Increase (decrease) in due to Sponsor

Decrease in other accrued expenses

Increase (decrease) in other accrued expenses

Net cash provided by operating activities

( 53,102,294 )

( 53,223,840 )

Cash flows from financing activities

3 unchanged sentences

( 61,398,051 )

Net cash provided by/used in financing

( 34,191,248 )

Net cash provided by/used in financing activities

Net increase (decrease) in cash and restricted cash

( 1,864,741 )

( 12,852,111 )

Cash and restricted cash, beginning

Cash and restricted cash, end of

The following table provides a reconciliation of cash and restricted cash reported within the Statements of Assets and Liabilities that sum to the total of such amounts shown on the Statements of Cash Flows.

Cash and restricted cash, beginning of year

Cash and restricted cash, end of year

The following table provides a reconciliation of cash and

restricted cash reported within the Combined Statements of Assets and Liabilities that sum to the total of such amounts shown on the

Combined Statements of Cash Flows.

Segregated cash held by broker

Total cash and restricted cash as

shown on the statement of cash flows.

See accompanying notes to financial statements.

Total cash and restricted cash as shown on the combined statements of cash

* Period from May 3, 2023 (commencement of investment operations)

to June 30, 2023.

See accompanying notes to combined financial statements.

ETF MANAGERS GROUP COMMODITY TRUST I

Combined Statements of Cash Flows

Combined Statements

of Cash Flows

Year Ended June 30, 2022

BREAKWAVE DRY BULK

BREAKWAVE TANKER

Cash flows provided by/used in operating activities

Net income (loss)

Adjustments to reconcile net income (loss) to net cash

provided by/used in operating activities:

Net realized gain (loss) on investments

$ ( 33,398,736 )

Adjustments to reconcile net income (loss) to net cash provided by/used in operating activities:

Net realized gain (loss) on investments

Change in net unrealized gain (loss) on investments

( 13,142,015 )

( 13,152,474 )

Change in operating assets and liabilities:

Sale (Purchase) of investments - net

Decrease in interest receivable

Increase in receivable on open futures contracts

( 4,706,252 )

Increase in prepaid expenses

Decrease in payable for Fund shares redeemed

Decrease in options written, at fair value

Decrease in payable on open futures contracts

Increase in interest receivable

Decrease in receivable on open futures contracts

Increase in payable on open futures contracts

Decrease in prepaid expenses

Increase (decrease) in due to Sponsor

Increase in other accrued expenses

Net cash used in operating activities

Decrease in other accrued expenses

Net cash provided by operating activities

Cash flows from financing activities

3 unchanged sentences

( 159,308,038 )

Net cash provided by/used in financing activities

( 34,191,248 )

Net cash provided by/used in financing

( 34,191,248 )

Net increase (decrease) in cash and restricted cash

Cash and restricted cash, beginning

Cash and restricted cash, end of

The following table provides a reconciliation of cash and restricted cash reported within the Statement of Assets and Liabilities that sum to the total of such amounts shown on the Combined Statements of Cash Flows.

( 12,852,111 )

Cash and restricted cash, beginning of year

Cash and restricted cash, end of year

The following table provides a reconciliation of cash

and restricted cash reported within the Statements of Assets and Liabilities that sum to the total of such amounts shown on the Statements

of Cash Flows.

Segregated cash held by broker

Total cash and restricted cash as

shown on the statement of cash flows.

* Period from July 1, 2020 to October 30, 2020 - Sit Rising Rate ETF liquidated as of November 18, 2020.

See accompanying notes to financial statements

Total cash and restricted cash as shown on the statement of cash flows.

See accompanying notes to

combined financial statements.

ETF Managers Group Commodity Trust I

Notes to Financial Statements

Notes to Combined Financial Statements

June 30, 2023 and 2022

3 unchanged sentences

The Trust is a series trust formed pursuant to the Delaware Statutory Trust

Act and currently consists of one separate series.

BREAKWAVE DRY BULK SHIPPING ETF (“BDRY,” the “Fund”), is a

commodity pool that continuously issues shares of beneficial interest that may be purchased and sold on NYSE Arca.

As described below,

SIT RISING RATE ETF (“RISE”) also operated as a series of the Trust, but was closed and liquidated prior to June 30, 2021.

The Fund is managed and controlled by ETF Managers Capital LLC (the “Sponsor”), a Delaware limited liability company.

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

Act and currently consists of two separate series.

BREAKWAVE DRY BULK SHIPPING ETF (“BDRY), is the first series of the Trust and

is a commodity pool that continuously issues shares of beneficial interest that may be purchased and sold on the NYSE Arca.

series of the Trust, BREAKWAVE TANKER SHIPPING ETF (“BWET”, each a “Fund” and together with BDRY, the “Funds”),

is also a commodity pool that continuously issues shares of beneficial interest that may be purchased and sold on the NYSE Arca.

are managed and controlled by ETF Managers Capital LLC (the “Sponsor”), a Delaware limited liability company.

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

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

Breakwave Advisors, LLC (“Breakwave”) is

registered as a “commodity trading advisor” (“CTA”) with the CFTC and serves as BDRY’s commodity trading

RISE Closure and Liquidation

On October 16, 2020, the Sponsor announced that

it would close and liquidate RISE because of the then current market conditions and the Fund’s asset size.

The last day the liquidated

fund accepted creation orders was on October 30, 2020.

Trading in RISE was suspended after the close of the NYSE Arca on October 30,

Proceeds of the liquidation were sent to shareholders on November 18, 2020 (the “Distribution Date”).

30, 2020 through the distribution date, shares of RISE did not trade on the NYSE Arca nor was there a secondary market for the shares.

Any shareholders that remained in RISE on the Distribution Date automatically had their shares redeemed for cash at the current net asset

value on November 18, 2020.

registered as a “commodity trading advisor” (“CTA”) with the CFTC and serves as the Funds commodity trading advisor.

BDRY commenced investment operations on March

27 unchanged sentences

The BDRY Benchmark Portfolio includes a combination of Capesize, Panamax and Supramax Freight Futures.

More specifically, the BDRY Benchmark Portfolio includes 50 % exposure in Capesize Freight Futures contracts, 40 % exposure in Panamax

Freight Futures contracts and 10 % exposure in Supramax Freight Futures contracts.

The BDRY Benchmark Portfolio does not include and BDRY

does 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.

specifically, the BDRY Benchmark Portfolio includes 50 % exposure in Capesize Freight Futures contracts, 40 % exposure in Panamax Freight

Futures contracts and 10 % exposure in Supramax Freight Futures contracts.

The BDRY Benchmark Portfolio does not include and BDRY does

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.

The Freight Futures currently constituting the BDRY Benchmark Portfolio, as well as the

daily holdings of BDRY are available on BDRY’s website at www.drybulketf.com.

The BDRY Benchmark Portfolio is maintained by

Breakwave and will be rebalanced annually.

The Freight Futures currently constituting the BDRY Benchmark Portfolio, as well as the daily

holdings of BDRY are available on BDRY’s website at www.drybulketf.com.

When establishing positions in Freight Futures,

2 unchanged sentences

These margin requirements are established and subject to change from time to time by the relevant

exchanges, clearing houses or BDRY’s FCM, ED & F Man Capital Markets, Inc.

On a daily basis, BDRY is obligated to pay, or entitled

to receive, variation margin in an amount equal to the change in the daily settlement level of its Freight Futures positions.

not required to be posted as margin with the FCM may be held at BDRY’s custodian or remain with the FCM in cash or cash equivalents,

as discussed below.

BDRY was created to provide investors with a

cost-effective and convenient way to gain exposure to daily changes in the price of Freight Futures.

BDRY is intended to be used as a

diversification opportunity as part of a complete portfolio, not a complete investment program.

exchanges, clearing houses or BDRY’s FCM, Marex Financial Ltd (formerly ED&F Man Capital Markets, Inc.).

On a daily basis, BDRY

is obligated to pay, or entitled to receive, variation margin in an amount equal to the change in the daily settlement level of its Freight

Futures positions.

Any assets not required to be posted as margin with the FCM may be held at BDRY’s custodian or remain with the

FCM in cash or cash equivalents, as discussed below.

BDRY was created to provide investors with a cost-effective

and convenient way to gain exposure to daily changes in the price of Freight Futures.

BDRY is intended to be used as a diversification

opportunity as part of a complete portfolio, not a complete investment program.

The Fund will incur certain expenses in connection

23 unchanged sentences

for redemption baskets.

BWET commenced investment operations on May 3,

BWET commenced trading on NYSE Arca on May 3, 2023 and trades under the symbol “BWET.”

BWET’s investment objective is to provide

investors with exposure to the daily change in the price of crude oil tanker freight futures, before expenses and liabilities of the Fund,

by tracking the performance of a portfolio (the “BWET Benchmark Portfolio”) mainly consisting of the nearest calendar quarter

of futures contracts on specified indexes (each a “Reference Index”) that measure prices for shipping crude oil (“Freight

Freight Futures reflect market expectations for the future cost of transporting crude oil.

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 crude oil in a specific size category of cargo ship and for a specific route.

The two Reference Indexes are as follows:

● The TD3C Index :

Gulf to China, 270,000mt cargo (Very Large Crude Carrier or VLCC tankers);

● The TD20 Index:

Africa to Europe, 130,000mt cargo (Suezmax Tankers)

The value of the TD3C Index and the TD20 Index

is disseminated at 4:00 p.m.

London Time by the Baltic Exchange.

Such Reference Index information also is widely disseminated by Reuters,

Bloomberg and/or other major market data vendors.

The Fund seeks to achieve its investment objective

by investing substantially all of its assets in the Freight Futures currently constituting the BWET Benchmark Portfolio.

The BWET Benchmark

Portfolio includes a combination of TD3C and TD20 Freight Futures.

More specifically, the Benchmark Portfolio includes 90 % exposure in

TD3C Freight Futures contracts and 10 % exposure in TD20 Freight Futures contracts to maturity and settles them in cash.

At any given time,

the average maturity of the futures held by the Fund will be approximately 50 to 70 days.

The BWET Benchmark Portfolio does not include

and BWET does not invest in swaps, non-cleared freight forwards or other over-the-counter derivative instruments that are not cleared

through exchanges or clearing houses.

BWET may hold exchange-traded options on Freight Futures.

The BWET Benchmark Portfolio is maintained

by Breakwave and will be rebalanced annually.

The Freight Futures currently constituting the BWET Benchmark Portfolio, as well as the

daily holdings of BWET are available on BWET’s website at www.tankeretf.com.

When establishing positions in Freight Futures,

BWET 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 BWET’s FCM, Marex Financial Ltd.

On a daily basis, BWET is obligated to pay, or entitled to receive,

variation margin in an amount equal to the change in the daily settlement level of its Freight Futures positions.

Any assets not required

to be posted as margin with the FCM may be held at BWET’s custodian or remain with the FCM in cash or cash equivalents, as discussed

BWET was created to provide investors with a cost-effective

and convenient way to gain exposure to daily changes in the price of Freight Futures.

BWET is intended to be used as a diversification

opportunity as part of a complete portfolio, not a complete investment program.

The Fund will incur certain expenses in connection

with its operations.

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

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

or similar securities for direct investment or as collateral for the Treasury Instruments and for other liquidity purposes and to meet

redemptions that may be necessary on an ongoing basis.

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

or other market rate instruments.

These expenses and income from the cash and cash equivalent holdings may cause imperfect correlation

between changes in the Fund’s net asset value (“NAV”) and changes in the Benchmark Portfolio, because the Benchmark

Portfolio does not reflect expenses or income.

The Fund seeks to trade its positions prior to

accordingly, natural market forces may cost the Fund while rebalancing.

Each time the Fund seeks to reconstitute its positions,

barring movement in the underlying securities, the futures and option prices may be higher or lower.

Such differences in price, barring

a movement in the price of the underlying security, will constitute “roll yield” and may inhibit the Fund’s ability

to achieve its investment objective.

Several factors determine the total return from

investing in a futures contract position.

One factor that impacts the total return that 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.

The CTA 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 redemption baskets.

(2) Summary of Significant Accounting Policies

(a) Basis of Accounting

The accompanying financial statements of the

Fund have been prepared in conformity with U.S.

The accompanying combined financial statements

of the Funds have been prepared in conformity with U.S.

generally accepted accounting principles (“U.S.

The Fund qualifies

as an investment company for financial reporting purposes under Topic 946 of the Accounting Standard Codification of U.S.

qualifies as an investment company for financial reporting purposes under Topic 946 of the Accounting Standard Codification of U.S.

(b) Use of Estimates

The preparation of the financial statements

in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities

and disclosure of contingent assets and liabilities at the date of the financial statements and accompanying notes.

Actual results

could differ from those estimates.

There were no significant estimates used in the preparation of the financial statements.

Cash, when shown in the Statements

The preparation of the combined financial

statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets

and liabilities and disclosure of contingent assets and liabilities at the date of the combined financial statements and accompanying

Actual results could differ from those estimates.

There were no significant estimates used in the preparation of the combined financial

Cash, when shown in the Combined Statements

of Assets and Liabilities, represents non-segregated cash with the custodian and does not include short-term investments.

1 unchanged sentence

Breakwave is registered as a “commodity

trading advisor” and acts as such for BDRY.

The Fund’s arrangement with its FCM requires the Fund to meet its variation margin

requirement related to the price movements, both positive and negative, on futures contracts held by the Fund by keeping cash on deposit

with the Commodity Broker (as defined below).

These amounts are shown as Segregated cash held by broker in the Statements of

Assets and Liabilities.

The Fund deposits cash or United States Treasury Obligations, as applicable, with its FCM subject to the CFTC

trading advisor” and acts as such for the Funds.

The Funds’ arrangement with its FCM require the Funds to meet its variation

margin requirements related to the price movements, both positive and negative, on futures contracts held by the Funds by keeping cash

on deposit with the Commodity Broker (as defined below).

These amounts are shown as Segregated cash held by broker in the Combined Statements

of Assets and Liabilities.

Each Fund deposits cash or United States Treasury Obligations, as applicable, with the FCM subject to the CFTC

regulations and various exchange and broker requirements.

The combination of the Fund’s deposits with its FCM of cash and United

States Treasury Obligations, as applicable, and the unrealized gain or loss on open futures contracts (variation margin) represents the

The combination of each Fund’s deposits with the FCM of cash and United

States Treasury Obligations, as applicable, and the unrealized gain or loss on open futures contracts (variation margin) represents each

Fund’s overall equity in its brokerage trading account.

The Fund uses its cash held by its FCM to satisfy variation margin requirements.

The Fund earns interest on its cash deposited with its FCM and interest income is recorded on the accrual basis.

The Funds use theirs cash held by the FCM to satisfy individual Fund variation

margin requirements.

The Funds earns interest on their cash deposited with the FCM and interest income is recorded on the accrual basis.

(e) Final Net Asset Value for Fiscal Period

2 unchanged sentences

Time on June 30, 2023 and June 30, 2022, respectively.

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

Although the Fund’s shares may continue

4 unchanged sentences

of the NYSE Arca.

For financial reporting purposes, the Fund values

For financial reporting purposes, each Fund values

its investment positions based upon the final closing price in their primary markets.

Accordingly, the investment valuations in these financial statements differ from those used in the calculations of the Fund’s final creation/redemption NAVs at June 30,

2022 and 2021.

Accordingly, the investment valuations in these

combined financial statements differ from those used in the calculations of the Fund’s final creation/redemption NAVs at June 30,

2023 and June 30, 2022.

(f) Investment Valuation

1 unchanged sentence

Bills, are carried at amortized cost, which approximates fair value.

Treasury Bills are valued as determined by an independent pricing

service based on methods which include consideration of:

yields or prices of securities of comparable quality, coupon, maturity and type;

Treasury Bills, when held by the Funds, are valued as determined

by an independent pricing service based on methods which include consideration of:

yields or prices of securities of comparable quality,

coupon, maturity and type;

indications as to values from dealers;

3 unchanged sentences

( g) Financial Instruments and Fair Value

The Fund discloses the fair value of its investments

Each Fund discloses the fair value of its investments

in accordance with the Financial Accounting Standards Board (“FASB”) fair value measurement and disclosure guidance which

13 unchanged sentences

Level II inputs include the following:

quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets

that are not active, inputs other than quoted prices that are observable for the asset or liability, and inputs that are derived principally

prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that

are not active, inputs other than quoted prices that are observable for the asset or liability, and inputs that are derived principally

from or corroborated by observable market data by correlation or other means (market-corroborated inputs).

Unobservable pricing input at the

measurement date for the asset or liability.

Unobservable inputs shall be used to measure fair value to the extent that observable inputs

are not available.

Unobservable pricing input at the measurement

date for the asset or liability.

Unobservable inputs shall be used to measure fair value to the extent that observable inputs are not

In some instances, the inputs used to measure

8 unchanged sentences

of investments at June 30, 2023 and June 30, 2022 using the fair value hierarchy:

I – Quoted Prices

( 9,265,175 )

a – Included in Investments in securities in the Statements

June 30, 2023

Level I – Quoted Prices

$ 39,591,860 a

$ ( 13,669,745 )b

a – Included in Investments in securities in the Combined Statements

of Assets and Liabilities.

b – Included in Payable on open futures contracts

in the Statements of Assets and Liabilities.

I – Quoted Prices

b – Included in Payable on open futures contracts in the Combined

Statements of Assets and Liabilities.

June 30, 2022

Level I – Quoted Prices

$ 17,208,763 a

$ ( 9,265,175 )b

a – Included in Investments in securities

in the Statements of Assets and Liabilities.

b – Included in Receivable on open futures contracts in the

in the Combined Statements of Assets and Liabilities.

b – Included in Payable on open futures contracts in the Combined

Statements of Assets and Liabilities.

1 unchanged sentence

end of the reporting period.

During the years ended June 30, 2022 and 2021, BDRY recognized no transfers from Level 1, Level 2 or Level

During the years ended June 30, 2023 and June 30, 2022, BDRY recognized no transfers from Level 1, Level

2 or Level 3.

The following table summarizes BWET’s valuation

of investments at June 30, 2023 using the fair value hierarchy:

June 30, 2023

Level I – Quoted Prices

a – Included in Investments in securities

in the Combined Statements of Assets and Liabilities.

b – Included in Receivable on open futures contracts in the Combined

Statements of Assets and Liabilities.

The inputs or methodology used for valuing investments

4 unchanged sentences

Unrealized gain/loss on open futures

contracts is reflected in Receivable/Payable on open futures contracts in the Statements of Assets and Liabilities and the change in

the unrealized gain/loss between periods is reflected in the Statements of Operations.

BDRY’s interest earned on short-term securities

and on cash deposited with ED&F Man Capital Markets Limited is accrued daily and reflected as Interest Income, when applicable, in

the Statements of Operations.

contracts is reflected in Receivable/Payable on open futures contracts in the Combined Statements of Assets and Liabilities and the change

in the unrealized gain/loss between periods is reflected in the Combined Statements of Operations.

The Funds interest earned on short-term

securities and on cash deposited with Marex Financial Ltd.

is accrued daily and reflected as Interest Income, when applicable, in the

Combined Statements of Operations.

(i) Federal Income Taxes

The Fund is registered as a Delaware statutory

Each Fund is registered as a Delaware statutory

trust and is treated as a partnership for U.S.

federal income tax purposes.

Accordingly, the Fund does not expect to incur U.S.

Accordingly, the Funds do not expect to incur U.S.

income tax liability;

rather, each beneficial owner is required to take into account their allocable share of the Fund’s income,

gain, loss, deductions and other items for the Fund’s taxable year ending with or within the beneficial owner’s taxable year.

Management of the Fund has reviewed the open

rather, each beneficial owner is required to take into account their allocable share of the Funds’ income,

gain, loss, deductions and other items for the Funds’ taxable year ending with or within the beneficial owner’s taxable year.

Management of the Funds has reviewed the open

tax years and major jurisdictions and concluded that there is no tax liability resulting from unrecognized tax benefits relating to uncertain

income tax positions taken or expected to be taken in future tax returns at June 30, 2023 and June 30, 2022.

The Fund is also not aware

The Funds are also not aware

of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change

1 unchanged sentence

On an ongoing basis, management will monitor its tax positions taken to determine if adjustments to its conclusions

are necessary based on factors including, but not limited to, further implementation of guidance expected from the FASB and on-going

analysis of tax law, regulation, and interpretations thereof.

The Fund’s federal tax returns are subject to examination by the

Internal Revenue Service for a period of three years after they are filed.

are necessary based on factors including, but not limited to, further implementation of guidance expected from the FASB and on-going analysis

of tax law, regulation, and interpretations thereof.

The Funds’ federal tax returns are subject to examination by the Internal Revenue

Service for a period of three years after they are filed.

(3) Investments

(a) Short-Term Investments

The Fund may purchase U.S.

The Funds may purchase U.S.

Treasury Bills, agency

securities, and other high-credit quality short-term fixed income or similar securities with original maturities of one year or less.

A portion of these investments may be used as margin for the Fund’s trading in futures contracts.

A portion of these investments may be used as margin for the Funds’ trading in futures contracts.

(b) Accounting for Derivative Instruments

In seeking to achieve the Fund’s investment

In seeking to achieve each Fund’s investment

objective, the commodity trading advisor uses a mathematical approach to investing.

Using this approach, the applicable commodity trading

advisor determines the type, quantity and mix of investment positions that it believes in combination should produce returns consistent

with the Fund’s objective.

Using this approach, the commodity trading advisor

determines the type, quantity and mix of investment positions that it believes in combination should produce returns consistent with the

Fund’s objective.

All open derivative positions at June 30, 2023

and at June 30, 2021, as applicable, are disclosed in the Schedules of Investments and the notional value of these open positions relative

to the shareholders’ capital of the Fund is generally representative of the notional value of open positions to shareholders’

capital throughout the reporting periods for the Fund.

and at June 30, 2022, as applicable, are disclosed in the Combined Schedules of Investments and the notional value of these open positions

relative to the shareholders’ capital of the Funds is generally representative of the notional value of open positions to shareholders’

capital throughout the reporting periods for the Funds.

The volume associated with derivative positions varies on a daily basis as the

Fund transacts in derivative contracts in order to achieve the appropriate exposure, as expressed in notional value, in comparison to

shareholders’ capital consistent with the Fund’s investment objective.

Following is a description of the derivative

instruments used by the Fund during the reporting period, including the primary underlying risk exposures.

Fund transact in derivative contracts in order to achieve the appropriate exposure, as expressed in notional value, in comparison to shareholders’

capital consistent with the applicable Fund’s investment objective.

Following is a description of the derivative instruments

used by the Funds during the reporting period, including the primary underlying risk exposures.

The Fund enters into futures contracts to gain

exposure to changes in the value of the Benchmark Portfolio.

The Funds enter into futures contracts to gain

exposure to changes in the value of the Benchmark Portfolios.

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 freight futures or 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.

Upon 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

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 transaction.

accept) the future cash settlement of a specified quantity and type of a freight 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.

Upon entering into a futures contract, the Funds

are required to deposit and maintain as collateral at least such initial margin as required by the exchange on which the transaction is

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 agree 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 Funds as unrealized gains or losses.

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

Futures contracts involve, to varying degrees,

elements of market risk (specifically freight futures or treasury price risk) and exposure to loss in excess of the amount of variation

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.

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 default.

elements of market risk (specifically freight futures price risk) and exposure to loss in excess of the amount of variation margin.

face or contract amounts reflect the extent of the total exposure the Funds haves in the particular classes of instruments.

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.

BREAKWAVE DRY BULK SHIPPING ETF

Fair Value of Derivative Instruments, as of June

Asset Derivatives

Liability Derivatives

Combined Statements of

Assets and Liabilities

Combined Statements of

Assets and Liabilities

Dry Bulk Index Rates

Payable on open futures contracts

cumulative appreciation and depreciation of futures contracts as reported in the Statements

of Assets and Liabilities.

$ 13,669,745 *

* Represents cumulative depreciation of futures contracts as reported in the Combined Statements of Assets and Liabilities.

BREAKWAVE DRY BULK SHIPPING ETF

Fair Value of Derivative Instruments, as of June

Asset Derivatives

Liability Derivatives

Combined Statements of

Assets and Liabilities

Statements of

Assets and Liabilities

Receivable on open futures contracts

cumulative appreciation of futures contracts as reported in the Statements of Assets and Liabilities.

Dry Bulk Index Rates

Payable on open futures contracts

$ 9,265,175 *

Represents cumulative depreciation of futures contracts as reported in the Combined Statements of Assets and Liabilities.

BREAKWAVE DRY BULK SHIPPING ETF

The Effect of Derivative Instruments on the Statements

of Operations

The Effect of Derivative Instruments on the Combined

Statements of Operations

For the Year Ended June 30, 2023

of Gain (Loss) on Derivatives

Location of Gain (Loss) on Derivatives

Gain (Loss) on Derivatives Recognized

Interest Rate Risk

Net realized gain on futures and options contracts and/or change in unrealized gain (loss) on futures and options contracts

The futures and options contracts open at June

30, 2022 are indicative of the activity for the year ended June 30, 2022.

Dry Bulk Index Rates Market Risk

Net realized loss on futures contracts and/or change in unrealized gain (loss) on futures contracts

$ ( 30,983,820 )

$ ( 4,404,570 )

The futures contracts open at June 30, 2023 are indicative of the activity for the year ended June 30, 2023.

BREAKWAVE DRY BULK SHIPPING ETF

2 unchanged sentences

For the Year Ended June 30, 2022

of Gain (Loss) on Derivatives

Location of Gain (Loss) on Derivatives

Gain (Loss) on Derivatives Recognized

Interest Rate Risk

Net realized gain on futures and options contracts and/or change in unrealized gain (loss) on futures and options contracts

The futures and options contracts open at June

30, 2021 are indicative of the activity for the year ended June 30, 2021.

Dry Bulk Index Rates Market Risk

Net realized loss on futures contracts and/or change in unrealized gain (loss) on futures contracts

$ ( 30,988,515 )

The futures contracts open at June 30, 2022 are

indicative of the activity for the year ended June 30, 2022.

BREAKWAVE TANKER SHIPPING ETF

Fair Value of Derivative Instruments, as of June

Asset Derivatives

Liability Derivatives

Statements of

Assets and Liabilities

Combined Statements of

Crude Oil Tanker

Index Rates Market Risk

Receivable on open futures contracts

Payable on open futures contracts

* Represents cumulative appreciation of futures contracts as reported in the Combined Statements of Assets and Liabilities.

BREAKWAVE TANKER SHIPPING ETF

The Effect of Derivative Instruments on the Combined

Statements of Operations

For the Year Ended June 30, 2023

Location of Gain (Loss) on Derivatives

Gain (Loss) on Derivatives Recognized

Crude Oil Tanker Index

Rates Market Risk

Net realized gain on futures contracts and/or change in unrealized gain (loss) on futures contracts

The futures contracts open at June 30, 2023 are

indicative of the activity for the period from May 3, 2023 (commencement of operations) to June 30, 2023.

(4) Agreements

(a) Management Fee

The Fund pays the Sponsor a sponsor fee (the

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

Additionally, the Fund pays its commodity

Each Fund pays the Sponsor a sponsor fee (the

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

Additionally, each Fund pays the commodity

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

1 unchanged sentence

monthly in arrears, in an amount calculated as the greater of 0.15 % of its average daily net assets, or $ 125,000 .

BDRY also pays an annual

fee to Breakwave, monthly in arrears, in an amount equal to 1.45 % of BDRY’s average daily net assets.

Breakwave has agreed to waive

its CTA fee to the extent necessary, and the Sponsor has voluntarily agreed to correspondingly assume the remaining expenses of BDRY

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

if any, of the value of BDRY’s average daily net assets through March 31, 2024 the “BDRY Expense Cap”.

The assumption

of expenses by the Sponsor and waiver of BDRY’s CTA fee are contractual on the part of the Sponsor and Breakwave, respectively.

BDRY also pays an

annual fee to Breakwave, monthly in arrears, in an amount equal to 1.45 % of BDRY’s average daily net assets.

Breakwave has

agreed to waive its CTA fee to the extent necessary, and the Sponsor has voluntarily agreed to correspondingly assume the remaining

expenses of BDRY such that Fund expenses do not exceed an annual rate of 3.50 %, excluding brokerage commissions, interest expense,

and extraordinary expenses, if any, of the value of BDRY’s average daily net assets through March 31, 2025 (the “BDRY

Expense Cap”.

The assumption of expenses by the Sponsor and waiver of BDRY’s CTA fee are contractual on the part of the

Sponsor and Breakwave, respectively.

The waiver of BDRY’s CTA fees, pursuant

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

of Operations.

BDRY (and, prior to its liquidation, RISE) currently

accrues its daily expenses up to the Expense Cap, or, if less, at accrual estimates established by the Sponsor.

to the undertaking, amounted to $ 22,434 and $- 0 - for the years ended June 30, 2023 and 2022, respectively, as disclosed in the Combined

Statements of Operations.

Effective September 1, 2022 Breakwave may, during the term of the waiver agreement, recoup any fees waived pursuant

to the contract;

however, the Fund will only make repayments to Breakwave if such repayment does not cause the Fund’s expense ratio

after the repayment is taken into account, to exceed either (i) the expense cap in place at the time such amounts were waived, or (ii)

the Fund’s current expense cap.

Such recoupment is limited to three years from the date the amount is initially waived.

30, 2023, BDRY is not subject to potential future repayments to Breakwave.

BWET pays the Sponsor an annual Sponsor Fee,

monthly in arrears, in an amount calculated as the greater of 0.30 % of its average daily net assets, or $ 50,000 .

BWET also pays an

annual CTA license and service fee to Breakwave, monthly in arrears, in an amount equal to 1.45 % of BDRY’s average daily net

Breakwave has agreed to waive its CTA fee to the extent necessary, and the Sponsor has voluntarily agreed to correspondingly

assume the remaining expenses of BWET such that Fund expenses do not exceed an annual rate of 3.50 %, excluding brokerage

commissions, interest expense, and extraordinary expenses, if any, of the value of BWET’s average daily net assets through

March 31, 2025 (the “BWET Expense Cap”).

The assumption of expenses by the Sponsor and waiver of BWET’s CTA fee

are contractual on the part of the Sponsor and Breakwave, respectively.

The waiver of BWET’s CTA fees,

pursuant to the undertaking, amounted to $ 7,574 for the period from May 3, 2023 to June 30, 2023 as disclosed in the Combined

Statements of Operations.

Breakwave may, during the term of the waiver agreement, recoup any fees waived pursuant to the contract;

however, the Fund will only make repayments to Breakwave if such repayment does not cause the Fund’s expense ratio after the

repayment is taken into account, to exceed either (i) the expense cap in place at the time such amounts were waived, or (ii) the

Fund’s current expense cap.

Such recoupment is limited to three years from the date the amount is initially waived.

30, 2023, BWET is subject to potential future repayments of $ 7,574 to Breakwave.

The potential future repayments expire during the

year ending June 30, 2026 as follows:

May 31, 2026 - $ 3,333 and June 30, 2026 - $ 4,241 .

The Funds currently accrue their daily

expenses up to the applicable Expense Cap, or, if less, at accrual estimates established by the Sponsor.

At the end of each month,

the accrued amount is remitted to the Sponsor as the Sponsor has assumed, and is responsible for the payment of the routine operational,

administrative and other ordinary expenses of the Fund in excess of the Fund’s Expense Cap, which in the case of RISE, aggregated

$ 136,902 for the year ended June 30, 2021, as disclosed in the Combined Statements of Operations.

In the case of BDRY, expenses absorbed

by the Sponsor aggregated $-0- and $- 0 - for the years ended June 30, 2022 and 2021, respectively, as disclosed in the Statements of Operations.

(b) The Administrator, Custodian, Fund Accountant and Transfer

The Fund has appointed U.S.

the accrued amount is remitted to the Sponsor as the Sponsor has assumed, and is responsible for the payment of the routine

operational, administrative and other ordinary expenses of the Funds in excess of the Fund’s respective Expense Cap, which in

the case of BDRY, aggregated $- 0 - and $-0- for the years ended June 30, 2023 and 2022, respectively, as disclosed in the Combined

Statements of Operations.

In the case of BWET, expenses absorbed by the Sponsor aggregated $ 77,450 for the period from May 3, 2023

(commencement of operations) to June 30, 2023 as disclosed in the Combined Statements of Operations.

(b) The Administrator, Custodian, Fund Accountant and Transfer Agent

Each Fund has appointed U.S.

Bank, a national

1 unchanged sentence

Its affiliate,

Bancorp Fund Services, is the Fund accountant (“the Fund accountant”) of the Fund, transfer agent (the “Transfer

Agent”) for Fund shares and administrator for the Fund (the “Administrator”).

Bancorp Fund Services, is the Fund accountant (“the Fund accountant”) of the Funds, transfer agent (the “Transfer

Agent”) for Fund shares and administrator for the Funds (the “Administrator”).

It performs certain administrative and

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

accounting services for the Funds and prepares certain SEC, NFA and CFTC reports on behalf of the Fund.

Bank and U.S.

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

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.

Fund has agreed to pay U.S.

Bank 0.05 % of average assets under management (“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 $ 64,618 and $ 63,796 for the years ended June 30, 2022 and 2021, respectively,

as disclosed in the Statements of Operations.

Prior to its liquidation RISE paid U.S.

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

The Fund pays ETFMG Financial LLC.

(the “Distributor”),

an affiliate of the Sponsor, 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 $ 15,707 in distribution

and related administrative services for the years ended June 30, 2022 and 2021, respectively, as disclosed in the Statements of Operations.

Prior to its liquidation, RISE incurred $ 5,116

in distribution and related administrative services for the year ended June 30, 2021, as disclosed in the Combined Statements of Operations.

BDRY pays the Sponsor an annual fee for wholesale

support services of $25,000 plus 0.12% of BDRY’s average daily net assets, payable monthly.

Prior to its liquidation, RISE also paid the

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

BDRY incurred $ 112,393 and $ 78,874 in wholesale

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

Prior to its liquidation, RISE incurred $ 1,522

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

(d) The Commodity Broker

ED&F Man Capital Markets Limited, registered in England, serves as BDRY’s clearing broker , (the “Commodity Broker”).

In its capacity as clearing broker,

the Commodity Broker executes and clear the Fund’s futures transactions and perform certain administrative services for the Fund.

The Fund pays brokerage commissions, including

applicable exchange fees, National Futures Association (“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 annual brokerage

commissions and fees to exceed 0.40 % (excluding the impact on the Fund of creation and/or redemption activity) for BDRY, of the net asset

value of the Fund for execution and clearing services 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 U.S.

Treasury Securities 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 years ended

June 30, 2022 and 2021, respectively, as disclosed in the Statements of Operations.

Prior 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.

(e) The Trustee

Under the Amended and Restated Declaration of

Trust and Trust Agreement (the “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.

The Trustee will accept service of legal process on the Fund in the

State of Delaware and will make certain filings under the Delaware Statutory Trust Act.

Under the Trust Agreement for the 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

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.

BDRY incurred $ 5,000

and $ 3,122 , respectively, in trustee fees for years ended June 30, 2022 and 2021, which is included in Other Expenses in the Statements

Bank $ 66,005 and $ 64,618 for the years ended June 30, 2023 and 2022, respectively, as disclosed in the Combined Statements

of Operations.

Prior to its liquidation, RISE incurred $ 1,878

in trustee fees for the year ended June 30, 2021, which is included in Other Expenses in the Combined Statements of Operations.

(f) Routine Offering, Operational, Administrative and Other Ordinary

The Sponsor, in accordance with the BDRY Expense

Cap limitation paid, after the waiver of a portion of the CTA fee for BDRY by Breakwave, all of the routine offering, operational, administrative

and other ordinary expenses of BDRY in excess of 3.50 % (excluding brokerage commissions and interest expense) of BDRY’s average

daily net assets, including, but not limited to, accounting and computer services, the fees and expenses of the Trustee, Administrator,

Custodian, Transfer Agent and Distributor, legal and accounting fees and expenses, tax return preparation expenses, filing fees, and

printing, mailing and duplication costs.

BDRY incurred $ 3,280,229 and $ 1,888,152 , respectively, during the years ended June 30, 2022

and 2021 in routine offering, operational, administrative or other ordinary expenses.

The CTA fee waiver for BDRY by Breakwave was

$- 0 - and $ 39,184 , respectively, for the years ended June 30, 2022 and 2021.

In addition, the assumption of Fund expenses

above the BDRY Expense Cap by the Sponsor, pursuant to the undertaking (as discussed in Note 4a), amounted to $-0- and $-0-, respectively,

for the years ended June 30, 2022 and 2021.

Prior to its liquidation, RISE incurred $ 193,779

in routine offering, operational, administrative or other ordinary expenses for the year ended June 30, 2021.

Prior to its liquidation, the assumption of Fund

expenses above the RISE Expense Cap by the Sponsor pursuant to the undertaking (as discussed in Note 4a) amounted to $ 136,902 for the

year ended June 30, 2021.

(g) Organizational and Offering Costs

Expenses incurred in connection with organizing

BDRY and up to the offering of its Shares upon commencement of its investment operations on March 22, 2018, were paid by the Sponsor

and Breakwave without reimbursement.

Accordingly, all such expenses are not reflected

in the Statements of Operations.

The Fund will bear the costs of its continuous offering of Shares and ongoing offering expenses.

Such ongoing offering costs will be included as a portion of the Routine Offering, Operational, Administrative and Other Ordinary Expenses.

These costs will include registration fees for regulatory agencies and all legal, accounting, printing and other expenses associated

These costs will be accounted for as a deferred charge and thereafter amortized to expense over twelve months on a straight-line

basis or a shorter period if warranted.

During the year ended June 30, 2021 the Sponsor,

in order to maintain the continuous offering of Shares, undertook to register additional shares of the Fund, the costs of which were borne

by the Fund and aggregated $ 28,997 , of which $ 24,071 and $ 4,926 was amortized to expense during the years ended June 30, 2022 and June

30, 2021, respectively.

(h) Extraordinary Fees and Expenses

The Fund will pay all extraordinary fees and

expenses, if any.

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.

For the years ended June 30, 2022 and 2021, respectively, BDRY did not incur

such expenses.

BWET paid U.S.

Bank $ 9,666 for the period from May 3, 2023 (commencement of operations) to June 30, 2023.

The Distributor

Fund pays ETFMG Financial LLC.

(the “Distributor”), an affiliate of the Sponsor, 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 respective Marketing Agent Agreements 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.

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

incurred $ 15,707 and $ 15,707 in distribution and related administrative services for the years ended June 30, 2023 and 2022,

respectively, as disclosed in the Combined Statements of Operations.

BWET incurred $ 2,539 in distribution and related administrative

services for the period from May 3, 2023 (commencement of operations) to June 30, 2023 as disclosed in the Combined Statements of

pays the Sponsor an annual fee for wholesale support services of $25,000 plus 0.12% of BDRY’s average daily net assets, payable

BWET pays the Sponsor an annual fee for wholesale support services of $ 15,000 plus 0.15 % of BWET’s average daily net assets,

payable monthly.

incurred $ 87,902 and $ 112,393 in wholesale support fees for the years ended June 30, 2023 and 2022, respectively, as disclosed in

the Combined Statements of Operations.

BWET incurred $ 3,209 in wholesale support fees for the period from May 3, 2023 (commencement

of operations) to June 30, 2023, as disclosed in the Combined Statements of Operations.

The Commodity Broker

Financial Ltd., registered in England, serves as each Fund’s clearing broker, (the “Commodity Broker”).

In its capacity

as clearing broker, the Commodity Broker executes and clears each Fund’s futures transactions and performs certain administrative

services for the Funds.

Funds pay respective brokerage commissions, including applicable exchange fees, National Futures Association (“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 annual brokerage commissions and fees to exceed 0.40 % for BDRY and 1.30 % for BWET (excluding the impact on

each Fund of creation and/or redemption activity) of the net asset value of BDRY and BWET, respectively, for execution and clearing

services on behalf of the Funds, 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 or similar high credit quality short-term fixed-income or similar securities are not included in the

foregoing analysis.

BDRY incurred $ 684,169 and $ 665,810 in brokerage commissions and fees for the years ended June 30, 2023 and

2022, respectively, as disclosed in the Combined Statements of Operations.

BWET incurred $ 19,746 in brokerage commissions and fees

for the period from May 3, 2023 (commencement of operations) to June 30, 2023 as disclosed in the Combined Statement of

the Amended and Restated Declaration of Trust and Trust Agreement (the “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 Trust Agreement for each Fund, the Sponsor has the exclusive management and control of all aspects of

the business of the Funds.

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

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.

BDRY incurred $ 4,603 and $ 5,000 , respectively, in trustee fees for years ended June 30, 2023 and

2022, which is included in Other Expenses in the Combined Statements of Operations.

BWET incurred $397 in trustee fees for the period

from May 3, 2023 (commencement of operations) to June 30, 2023.

Routine Offering, Operational, Administrative and Other Ordinary Expenses

Sponsor, in accordance with the BDRY Expense Cap limitation paid, after the waiver of a portion of the CTA fee for BDRY by Breakwave,

all of the routine offering, operational, administrative and other ordinary expenses of BDRY in excess of 3.50 % (excluding brokerage

commissions and interest expense) of BDRY’s average daily net assets, including, but not limited to, accounting and computer services,

the fees and expenses of the Trustee, Administrator, Custodian, Transfer Agent and Distributor, legal and accounting fees and expenses,

tax return preparation expenses, filing fees, and printing, mailing and duplication costs.

BDRY incurred $ 2,398,205 and $ 3,280,299 , respectively,

during the years ended June 30, 2023 and 2022 in routine offering, operational, administrative or other ordinary expenses.

CTA fee waiver for BDRY by Breakwave was $ 22,434 and $- 0 -, respectively, for the years ended June 30, 2023 and 2022.

addition, the assumption of Fund expenses above the BDRY Expense Cap by the Sponsor, pursuant to the undertaking (as discussed in Note

4a), amounted to $-0- and $-0-, respectively, for the years ended June 30, 2023 and 2022.

Sponsor, in accordance with the BWET Expense Cap limitation paid, after the waiver of a portion of the CTA fee for BWET by

Breakwave, all of the routine offering, operational, administrative and other ordinary expenses of BWET in excess of 3.50 %

(excluding brokerage commissions and interest expense) of BWET’s average daily net assets, including, but not limited to,

accounting and computer services, the fees and expenses of the Trustee, Administrator, Custodian, Transfer Agent and Distributor,

legal and accounting fees and expenses, tax return preparation expenses, filing fees, and printing, mailing and duplication costs.

BWET incurred $ 115,479 for the period from May 3, 2023 (commencement of operations) to June 30, 2023 in routine offering,

operational, administrative or other ordinary expenses.

CTA fee waiver for BDRY by Breakwave was $ 7,574 for the period from May 3, 2023 (commencement of operations) to June 30,

addition, the assumption of Fund expenses above the BWET Expense Cap by the Sponsor, pursuant to the undertaking (as discussed in Note

4a), amounted to $ 77,450 for the period from May 3, 2023 (commencement of operations) to June 30, 2023.

Organizational and Offering Costs

incurred in connection with organizing BDRY and BWET and up to the offering of its Shares upon commencement of its investment operations

on March 22, 2018 and May 3, 2023, respectively, were paid by the Sponsor and Breakwave without reimbursement.

all such expenses are not reflected in the Combined Statements of Operations.

The Funds will bear the costs of their continuous offering

of Shares and ongoing offering expenses.

Such ongoing offering costs will be included as a portion of the Routine Offering, Operational,

Administrative and Other Ordinary Expenses.

These costs will include registration fees for regulatory agencies and all legal, accounting,

printing and other expenses associated therewith.

These costs will be accounted for as a deferred charge and thereafter amortized to

expense over twelve months on a straight-line basis or a shorter period if warranted.

the year ended June 30, 2021 the Sponsor, in order to maintain the continuous offering of Shares undertook to register additional shares

of BDRY, the costs of which were borne by the Fund and aggregated $ 28,997 , of which $ 24,071 was amortized to expense during the year

ended June 30, 2022.

Extraordinary Fees and Expenses

Funds will pay all extraordinary fees and expenses, if any.

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

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

For the years

ended June 30, 2023 and 2022 BDRY did not incur such expenses.

For the period from May 3, 2023 (commencement of operations) to June

30, 2023, BWET did not incur such expenses.

Creations and Redemptions

The Fund issues and redeems Shares from time

to time, but only in one or more Creation or Redemption Baskets.

A Creation or Redemption Basket is a block of 25,000 shares of the Fund.

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

A Creation or Redemption Basket

is a block of 25,000 shares of the particular Fund.

Baskets may be created or redeemed only by Authorized Participants.

Except when aggregated in Creation or Redemption

Baskets, the shares are not redeemable securities.

Retail investors, therefore, generally will not be able to purchase or redeem shares

directly from or with the Fund.

Rather, most retail investors will purchase or sell shares in the secondary market with the assistance

Thus, some of the information contained in these Notes to Financial Statements – such as references to the Transaction

Fee imposed on creations and redemptions – is not relevant to retail investors.

(a) Transaction Fees on Creation and Redemption Transactions

In connection with orders to create and redeem

one or more Creation or Redemption Baskets, an Authorized Participant is required to pay a transaction fee, or AP Transaction Fee, of

$ 300 per order, which goes directly to the Custodian.

The AP Transaction Fees are paid by the Authorized Participants and not by the

(b) Share Transactions

BREAKWAVE DRY BULK SHIPPING ETF

of Share Transactions for the Year Ended June 30, 2022

Assets Increase

when aggregated in Creation or Redemption Baskets, the shares are not redeemable securities.

Retail investors, therefore, generally will

not be able to purchase or redeem shares directly from or with the Fund.

Rather, most retail investors will purchase or sell shares in

the secondary market with the assistance of a broker.

Thus, some of the information contained in these Notes to Combined Financial Statements

– such as references to the Transaction Fee imposed on creations and redemptions – is not relevant to retail investors.

Transaction Fees on Creation and Redemption Transactions

connection with orders to create and redeem one or more Creation or Redemption Baskets, an Authorized Participant is required to pay

a transaction fee, or AP Transaction Fee, of $ 300 per BDRY or BWET order, which goes directly to the Custodian.

The AP Transaction Fees are paid by the Authorized Participants and not by the Funds.

Share Transactions

DRY BULK SHIPPING ETF

Summary of Share Transactions for the Year Ended June 30, 2023

$ 112,635,604

Increase (Decrease)

Shares Redeemed

( 6,625,000 )

BREAKWAVE DRY BULK SHIPPING ETF

of Share Transactions for the Year Ended June 30, 2021

Assets Increase

Increase (Decrease)

SIT RISING RATE ETF (PRIOR TO LIQUIDATION ON

NOVEMBER 18, 2020)

of Share Transactions for the Year Ended June 30, 2021

Assets Increase

Redeemed (Including in Liquidation)

(a) Investment Related Risk

The NAV of BDRY’s shares relates directly

to the value of the futures portfolio, cash and cash equivalents held by BDRY.

Fluctuations in the prices of these assets could materially

adversely affect the value and performance of an investment in BDRY’s shares.

Past performance is not necessarily indicative of

future results;

all or substantially all of an investment in BDRY could be lost.

The NAV of BDRY’s shares relates directly

to the value of futures investments held by BDRY which are materially impacted by fluctuations in changes in spot charter rates.

rates for dry bulk vessels are volatile and have declined significantly since their historic highs and may remain at low levels or decrease

further in the future.

Futures and options contracts have expiration

Before or upon the expiration of a contract, BDRY may be required to enter into a replacement contract that is priced higher or

that have less favorable terms than the contract being replaced (see “Negative Roll Risk,” below).

The Freight Futures market

settles in cash against published indices, so there is no physical delivery against the futures contracts.

Similar to other futures contracts, the Freight

Futures curve shape could be either in “contango” (where the futures curve is upward sloping with next futures price higher

than the current one) or “backwardation” (where each the next futures price is lower than the current one).

Contango curves

are generally characterized by negative roll cost, as the expiring contract value is lower that the next prompt contract value, assuming

the same lot size.

That means there could be losses incurred when the contracts are rolled each period (“Negative Roll Risk”)

and such losses are independent of the Freight Futures price level.

As of late February, the ongoing conflict between Russia in Ukraine has developed into a war, posing an increasing risk for global economic

Major economic sanctions against Russia are having a considerable impact on oil and gas prices, given the dependence of the EU

on oil and gas exports out of Russia combined with limited spare capacity of such commodities globally.

Energy prices have increased significantly,

leading to major inflationary pressures in the major developed countries that rely heavily on oil and gas exports out of Russia.

the combined Russia/Ukraine region account for approximately one quarter of global grain production, one of the main cargoes transported

by dry bulk vessels, while coal and iron ore exports out of the region have also been reduced.

The above factors can have a material negative

impact on demand for dry bulk transportation, while slower economic growth could also negatively affect demand for dry bulk commodities

in the rest of the world, leading to lower dry bulk freight rates.

The recent conflict between Russia and Ukraine is having a profound impact on global commodities prices including grain and coal, two

of the most important commodities for dry bulk shipping.

Given the importance of the region in export volumes for both grains and coal,

a prolong stoppage could lead to significantly lower freight rates and thus a decline in freight futures prices and a decline in the value

Although coal supplies could potentially be sourced from elsewhere partly mitigating the negative impact of the lost volumes,

global grain production capacity is limited, and thus the impact of the lost volumes could not be easily mitigated.

( 61,398,051 )

DRY BULK SHIPPING ETF

Summary of Share Transactions for the Year Ended June 30, 2022

$ 125,116,790

Shares Redeemed

( 6,075,000 )

( 159,308,038 )

( 1,225,000 )

$ ( 34,191,248 )

TANKER SHIPPING ETF

Summary of Share Transactions for the Period from May 3, 2023 to June 30, 2023

Shares Redeemed

Investment Related Risk

NAV of each Fund’s shares relates directly to the value of the respective freight futures portfolio, cash and cash equivalents

held by each Fund.

Fluctuations in the prices of these assets could materially adversely affect the values and performance of an investment

in BDRY and BWET shares.

Past performance is not necessarily indicative of future results;

all or substantially all of an investment

in BDRY or BWET could be lost.

NAV of BDRY and BWET shares relates directly to the value of the futures investments held by each Fund which are materially impacted

by fluctuations in changes in spot charter rates.

Charter rates for dry bulk vessels and crude oil tankers are volatile and have declined

significantly since their historic highs and may remain at low levels or decrease further in the future.

and options contracts have expiration dates.

Before or upon the expiration of a contract, BDRY and/or BWET may be required to enter into

replacement contracts that are priced higher or that have less favorable terms than the contracts being replaced (see “Negative

Roll Risk,” below).

The Freight Futures market settles in cash against published indices, so there is no physical delivery against

the futures contracts.

to other futures contracts, the Freight Futures curve shape could be either in “contango” (where the futures curve is upward

sloping with next futures price higher than the current one) or “backwardation” (where each the next futures price is lower

than the current one).

Contango curves are generally characterized by negative roll cost, as the expiring contract value is lower that

the next prompt contract value, assuming the same lot size.

That means there could be losses incurred when the contracts are rolled each

period (“Negative Roll Risk”) and such losses are independent of the Freight Futures price level.

Russia-Ukraine war poses an increasing risk for global economic growth.

Major economic sanctions against Russia are having a considerable

impact on oil and gas prices, given the dependence of the EU on oil and gas exports out of Russia combined with limited spare capacity

of such commodities globally.

Energy prices have increased significantly, leading to major inflationary pressures in the major developed

countries that rely heavily on oil and gas exports out of Russia.

In the case of BDRY, the combined Russia/Ukraine region account for

approximately one-quarter of global grain production, one of the main cargoes transported by dry bulk vessels, while coal and iron ore

exports out of the region have also been reduced.

The above factors can have a material negative impact on demand for dry bulk transportation,

while slower economic growth could also negatively affect demand for dry bulk commodities in the rest of the word, leading to lower dry

bulk freight rates.

conflict between Russia and Ukraine is having a profound impact on global commodities prices including grain and coal, two of the most

important commodities for dry bulk shipping.

Given the importance of the region in export volumes for both grains and coal, a prolonged

stoppage could lead to significantly lower freight rates and thus a decline in freight futures prices and a decline in the value of BDRY.

Although coal supplies could potentially be sourced from elsewhere partly mitigating the negative impact of the lost volumes, global

grain production capacity is limited, and thus the impact of the lost volumes could not be easily mitigated.

In addition, the recent

geopolitical turmoil has led to an increase in government protectionism when it comes to commodities, and if such a trend continues, it

could lead to lower bulk commodities trading globally over the long term.

The impact of such a scenario on dry bulk shipping will be negative,

leading to lower spot rates and as a result lower freight futures prices and a decline in the value of the Fund.

(b) Liquidity Risk

In certain circumstances, such as the disruption

of the orderly markets for the futures contracts or Financial Instruments in which the Fund invests, the Fund might not be able to dispose

of certain holdings quickly or at prices that represent what the market value may have been in an orderly market.

Futures and option

positions cannot always be liquidated at the desired price.

It is difficult to execute a trade at a specific price when there is a relatively

small volume of buy and sell orders in a market.

A market disruption can also make it difficult to liquidate a position.

The large size

of the positions that the Fund may acquire increases the risk of illiquidity both by making its positions more difficult to liquidate

and by potentially increasing losses while trying to do so.

Such a situation may prevent the Fund from limiting losses, realizing gains

or achieving a high correlation with the Benchmark Portfolio.

Natural or environmental disasters, such as earthquakes,

fires, floods, hurricanes, tsunamis and other severe weather-related phenomena generally, and widespread disease, including pandemics

and epidemics (for example, the novel coronavirus COVID-19), have been and can be highly disruptive to economies and markets and have

recently led, and may continue to lead, to increased market volatility and significant market losses.

Such natural disaster and health

crises could exacerbate political, social, and economic risks previously mentioned, and result in significant breakdowns, delays, shutdowns,

social isolation, and other disruptions to important global, local and regional supply chains affected, with potential corresponding

results on the operating performance of the Fund and its investments.

A climate of uncertainty and panic, including the contagion of

infectious viruses or diseases, may adversely affect global, regional, and local economies and reduce the availability of potential investment

opportunities, and increases the difficulty of performing due diligence and modeling market conditions, potentially reducing the accuracy

of financial projections.

Under these circumstances, the Fund may have difficulty achieving its investment objective which may adversely

impact performance.

Further, such events can be highly disruptive to economies and markets, significantly disrupt the operations of individual

companies (including, but not limited to, the Fund’s Sponsor and third party service providers), sectors, industries, markets,

securities and commodity exchanges, currencies, interest and inflation rates, credit ratings, investor sentiment, and other factors affecting

the value of the Fund’s investments.

These factors can cause substantial market volatility.

exchange trading suspensions and closures

and can impact the ability of the Fund to complete redemptions and otherwise affect Fund performance and Fund trading in the secondary

A widespread crisis may also affect the global economy in ways that cannot necessarily be foreseen at the current time.

such events will last and whether they will continue or recur cannot be predicted.

Impacts from these events could have significant impact

on the Fund’s performance, resulting in losses to the Fund.

(d) Risk that Current Assumptions and Expectations Could Become

Outdated as a Result of Global Economic Shocks

The onset of the novel coronavirus (COVID-19)

has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain

the spread of COVID-19.

These actions have had, and likely will continue to have, a severe economic impact on global economies as economic

activity in some instances has essentially ceased at times.

Financial markets across the globe are experiencing severe distress at least

equal to what was experienced during the global financial crisis in 2008.

The global economic shocks being experienced as of the date

hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant

geopolitical turmoil has led to an increase in government protectionism when it comes to commodities, and if such a trend continues,

it could lead to lower bulk commodities trading globally over the long term.

The impact of such a scenario on dry bulk shipping will

be negative, leading to lower spot rates and as a result lower freight futures prices and a decline in the value of BDRY.

the case of BWET, the conflict between Russia and Ukraine has also had a profound impact on oil prices and as a result on tanker rates

and might continue to impact the level of tanker rates for years to come.

Russia accounts for more than 10 % of global oil production.

Sanctions put in place to limit the exports of crude oil and refined products from Russia has caused a reshuffling in tanker trade patterns

and has led to increasing volatility in tanker freight rates.

With limited seaborne crude exports out of Russia, refiners and oil traders

have been seeking alternative sources for feedstock crude, causing major disruptions in the traditional crude oil trading patterns.

in tanker rates has increased, especially for tankers carrying refined products.

As volatility of spot charter rates increases, higher

trading volumes in freight futures would be expected as market participants tend to increase their hedging requirements.

oil price volatility has increased significantly, impacting tanker spot rate freight rates.

addition, The People’s Republic of China (“China”) accounts for a sizable part of oil demand, and changes in the economic

and political environment in China and policies adopted by the government to regulate its economy may have a material adverse effect

on tanker charter rates and as a result, Freight Futures.

Liquidity Risk

certain circumstances, such as the disruption of the orderly markets for the futures contracts or Financial Instruments in which the

Funds invest, the Funds might not be able to dispose of certain holdings quickly or at prices that represent what the market value may

have been in an orderly market.

Futures and option positions cannot always be liquidated at the desired price.

It is difficult to execute

a trade at a specific price when there is a relatively small volume of buy and sell orders in a market.

A market disruption can also

make it difficult to liquidate a position.

The large size of the positions that the Funds may acquire increases the risk of illiquidity

both by making their positions more difficult to liquidate and by potentially increasing losses while trying to do so.

Such a situation

may prevent the Funds from limiting losses, realizing gains or achieving a high correlation with the applicable Benchmark Portfolio.

Natural Disaster/Epidemic Risk

or environmental disasters, such as earthquakes, fires, floods, hurricanes, tsunamis and other severe weather-related phenomena generally,

and widespread disease, including pandemics and epidemics (for example, the novel coronavirus COVID-19), have been and can be highly

disruptive to economies and markets and have recently led, and may continue to lead, to increased market volatility and significant market

Such natural disaster and health crises could exacerbate political, social, and economic risks previously mentioned, and result

in significant breakdowns, delays, shutdowns, social isolation, and other disruptions to important global, local and regional supply

chains affected, with potential corresponding results on the operating performance of the Funds and their investments.

A climate of uncertainty

and panic, including the contagion of infectious viruses or diseases, may adversely affect global, regional, and local economies and

reduce the availability of potential investment opportunities, and increases the difficulty of performing due diligence and modeling

market conditions, potentially reducing the accuracy of financial projections.

Under these circumstances, the Funds may have difficulty

achieving their investment objectives which may adversely impact performance.

Further, such events can be highly disruptive to economies

and markets, significantly disrupt the operations of individual companies (including, but not limited to, the Funds’ Sponsor and

third party service providers), sectors, industries, markets, securities and commodity exchanges, currencies, interest and inflation

rates, credit ratings, investor sentiment, and other factors affecting the value of the Funds’ investments.

These factors can cause

substantial market volatility.

exchange trading suspensions and closures and can impact the ability of the Funds to complete redemptions

and otherwise affect each Fund’s performance and the Funds’ trading in the secondary market.

A widespread crisis may also

affect the global economy in ways that cannot necessarily be foreseen at the current time.

How long such events will last and whether

they will continue or recur cannot be predicted.

Impacts from these events could have significant impact on the Funds’ performance,

resulting in losses to the Funds.

Profit and Loss Allocations and Distributions

Pursuant to the Trust Agreement, income and expenses

are allocated pro rata among the Shareholders monthly based on their respective percentage interests as of the close of the last

trading day of the preceding month.

Any losses allocated to the Sponsor which are in excess of the Sponsor’s capital balance are

allocated to the Shareholders in accordance with their respective interest in the Fund as a percentage of total Shareholders’ capital.

Distributions (other than redemption of units) may be made at the sole discretion of the Sponsor on a pro rata basis in accordance

with the respective interests of the Shareholders.

to the Trust Agreement, income and expenses of the Funds are allocated pro rata among the Shareholders monthly based on their

respective percentage interests as of the close of the last trading day of the preceding month.

Any losses allocated to the Sponsor which

are in excess of the Sponsor’s capital balance are allocated to the Shareholders in accordance with their respective interest in

the applicable Fund as a percentage of total Shareholders’ capital.

Distributions (other than redemption of units) may be made

at the sole discretion of the Sponsor on a pro rata basis in accordance with the respective interests of the Shareholders.

Indemnifications

The Sponsor, either in its own capacity or in

its capacity as the Sponsor and on behalf of the Fund, has entered into various service agreements that contain a variety of representations,

or provide indemnification provisions related to certain risks service providers undertake in performing services which are in the best

interests of the Fund.

As of June 30, 2022, the Fund had not received any claims or incurred any losses pursuant to these agreements

and expects the risk of such losses to be remote.

term of the Fund is perpetual unless terminated earlier in certain circumstances as described in the Prospectus.

October 16, 2020, the Sponsor announced that it would close and liquidate the SIT RISING RATE ETF (“RISE”) because of current

market conditions and the Fund’s asset size.

The last day the liquidated fund accepted creation orders was on October 30, 2020.

Trading in RISE was suspended after the close of the NYSE Arca on October 30, 2020.

Proceeds of the liquidation were sent to shareholders

on November 18, 2020 (the “Distribution Date”).

From October 30, 2020 through the distribution date, shares of RISE did not

trade on the NYSE Arca nor was there a secondary market for the shares.

Any shareholders that remained in RISE on the Distribution Date

automatically had their shares redeemed for cash at the current net asset value on November 18, 2020.

Sponsor, either in its own capacity or in its capacity as the Sponsor and on behalf of the Funds, has entered into various service agreements

that contain a variety of representations, or provide indemnification provisions related to certain risks service providers undertake

in performing services which are in the best interests of the Funds.

As of June 30, 2023, the Funds had not received any claims or incurred

any losses pursuant to these agreements and expects the risk of such losses to be remote.

term of each Fund is perpetual unless terminated earlier in certain circumstances as described in the applicable Prospectus.

Net Asset Value and Financial Highlights

11 unchanged sentences

BREAKWAVE DRY BULK

BREAKWAVE TANKER

For the Year Ended June 30,

Net Asset Value

11 unchanged sentences

Total Return, at Market Value***

* Period from May 3, 2023 (commencement of investment operations) to June 30, 2023

** Percentages are annualized.

*** Percentages are not annualized.

*** For Breakwave Dry Bulk Shipping ETF, Fund expenses have been capped at 3.50 % of average daily net assets, plus brokerage commissions, interest expense, and extraordinary expenses, if any.

**** Fund expenses have been capped at 3.50 % of average daily net assets, plus brokerage commissions, interest expense, and extraordinary

expenses, if any.

Subsequent Events

August 14, 2023, the Sponsor entered into a Marketing Agent Agreement (the “Marketing Agreement”) on behalf of the Trust

and the Funds with Foreside Fund Services, LLC (“Foreside”), pursuant to which Foreside provides certain marketing

services to the Funds.

Each Fund pays an annual fee for such distribution services and related administrative services equal to approximately 0.00006 % of the Fund’s average daily net assets, with a minimum of approximately $ 7,150 payable annually.

Pursuant to the

Marketing Agent Agreement between the Sponsor, the Funds and Foreside, Foreside assists the Sponsor and the Funds with certain

functions and duties relating to distribution and marketing services to the Funds, including reviewing and approving marketing

materials and certain regulatory compliance matters.

Foresides also assists with the processing of creation and redemption orders.

Foreside’s principal business address is Three Canal Plaza, Suite 100, Portland, ME 04101.

Foreside is a broker-dealer

registered with FINRA.

The Sponsor intends to withdraw as sponsor of the Trust and the Funds and appoint Amplify Investments LLC, or an affiliate (“Amplify”),

to serve as sponsor of the Trust, commencing upon the resignation of the Sponsor (the “Sponsor Replacement”).

Amplify will thereafter

serve as sole sponsor of the Trust and intends to carry on the business of the Trust and the Funds.

It is expected that the Sponsor Replacement

will occur during the fourth quarter of 2023, subject to certain conditions, including, but not limited to, the registration of Amplify

as a CPO with the CFTC.

It is not expected that the Sponsor Replacement will affect the Trust, its shareholders or an investment in the

Funds’ shares in any way.

Report of Independent Registered Public Accounting

3 unchanged sentences

We have audited the following:

● accompanying statements of assets and liabilities

of Breakwave Dry Bulk Shipping ETF (“BDRY”) (a series of ETF Managers Group Commodity Trust I (the “Trust”), including

the schedules of investments, as of June 30, 2022 and 2021, the related statements of operations, changes in net assets and cash flows

of the Fund for the years then ended, and the related notes;

● the accompanying combined statement of operations

of SIT Rising Rate ETF (“RISE”, formerly a series of the Trust and collectively with BDRY the “Funds”), including

changes in net assets and cash flows for the year then ended and for the period from July 1, 2020 to October 30, 2020 (date on which SIT

terminated operations) and the related notes;

● The above are collective referred to as the “financial

In our opinion, the financial statements present

fairly, in all material respects, the financial position of the Funds and the Trust as of June 30, 2022 and June 30, 2021, and the results

of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the

United States of America.

● The accompanying statements of assets and

liabilities of Breakwave Dry Bulk Shipping ETF (“BDRY”) and Breakwave Tanker Shipping ETF (“BWET”) (collectively

the “Funds”), (each a series of ETF Managers Group Commodity Trust I (the “Trust”), including the

schedules of investments of the Funds and the combined schedules of the Trust, as of June 30, 2023 and 2022, the related combined statements

of operations, changes in net assets and cash flows of the Trust for the years then ended, and the related notes;

● the accompanying statement of operations of Breakwave

Tanker Shipping ETF (“BWET”), a series of the Trust, including changes in net assets and cash flows for the period from May 3,

2023 (date of commencement) to June 30, 2023 and the related notes;

● The above are collectively referred to as the

“financial statements.”

In our opinion, the financial statements present fairly,

in all material respects, the financial position of the Funds and the Trust as of June 30, 2023 and June 30, 2022, and the results of

their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United

States of America.

Basis for opinion

7 unchanged sentences

the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged

to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity's internal

control over financial reporting.

We conducted our audits in accordance with the standards

of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements

are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform,

an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal

control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control

over financial reporting.

Accordingly, we express no such opinion.

10 unchanged sentences

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

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 8. Financial Statements and Supplementary Data