What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2024-09-27 compared with 2023-09-27 · 316 added, 325 removed, 581 unchanged (52% of the section changed)

The Trust and the Funds

ETF Managers Group Commodity Trust I (the “Trust”)

was organized as a Delaware statutory trust on July 23, 2014.

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

Act and currently includes two separate series:

(i) Breakwave Dry Bulk Shipping ETF (“BDRY”), which is a commodity pool that

continuously issues shares of beneficial interest that may be purchased and sold on the NYSE Arca, Inc.

stock exchange (“NYSE Arca”),

and (ii) Breakwave Tanker Shipping ETF (“BWET,” and together with BDRY, each, a “Fund” and collectively, the “Funds”),

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

Amplify Commodity Trust (formerly, ETF Managers Group Commodity Trust

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

Effective after the close of trading on

February 14, 2024, ETF Managers Capital LLC, as the prior sponsor and commodity pool operator (the “Former Sponsor”) of the

Trust, entered into an agreement (the “Transfer Agreement”) to resign as Sponsor to the Trust and transfer its role as the

Trust’s sponsor to Amplify Investments LLC (“the Sponsor”).

Under the terms of the Transfer Agreement, the Former Sponsor

no longer has any involvement in the operations, management or marketing of the Fund.

In connection with this change of Sponsor, Trust

changed its name from the ETF Managers Group Commodity Trust I to the Amplify Commodity Trust.

The Trust is a series trust formed pursuant

to the Delaware Statutory Trust Act and currently includes two separate series:

(i) Breakwave Dry Bulk Shipping ETF (“BDRY”),

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

stock exchange (“NYSE Arca”), and (ii) Breakwave Tanker Shipping ETF (“BWET,” and together with BDRY, each,

a “Fund” and collectively, the “Funds”), which is also a commodity pool that continuously issues shares of beneficial

interest that may be purchased and sold on NYSE Arca.

BDRY commenced investment operations on March 22,

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The principal office of the Trust and the Funds

is located at 30 Maple Street, Suite 2, Summit, NJ 07901.

is located at 3333 Warrenville Road, Suite 350, Lisle, IL 60532.

The telephone number is (855) 267-3837.

The Funds are each managed and controlled by ETF

Managers Capital LLC (the “Sponsor”), a single member limited liability company that was formed in the state of Delaware on

June 12, 2014.

The Funds are each managed and controlled by Amplify

Investments LLC (the “Sponsor”), a single member limited liability company that was formed in the state of Delaware on October

Each Fund pays the Sponsor a management fee.

The Sponsor maintains its main business office at 30 Maple Street, Suite 2,

Summit, NJ 07901.

The Sponsor maintains its main business office at 3333 Warrenville Road, Suite 350,

Lisle, IL 60532.

The Sponsor’s telephone number is (855) 267-3837.

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

The Sponsor is a wholly-owned subsidiary of Exchange

Traded Managers Group LLC (“ETFMG”), a limited liability company domiciled and headquartered in New Jersey.

Breakwave Dry Bulk Shipping ETF

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the Capesize 5TC Index;

the Panamax 4TC Index;

the Supramax 10TC Index.

The Dry Freight Futures currently constituting

the BDRY Benchmark Portfolio as of June 30, 2024 include:

BALTIC CAPESIZE TIME CHARTER - JUL 23

BFFATC N23 Index

BALTIC CAPESIZE TIME CHARTER - AUG 23

BFFATC Q23 Index

BALTIC CAPESIZE TIME CHARTER - SEP 23

BFFATC U23 Index

BALTIC EXCHANGE PANAMAX T/C AVERAGE SHIPPING ROUTE INDEX - JUL 23

BFFAP N23 Index

BALTIC EXCHANGE PANAMAX T/C AVERAGE SHIPPING ROUTE INDEX - AUG 23

BFFAP Q23 Index

BALTIC EXCHANGE PANAMAX T/C AVERAGE SHIPPING ROUTE INDEX - SEP 23

BFFAP U23 Index

BALTIC EXCHANGE SUPRAMAX T/C AVERAGE SHIPPING ROUTE INDEX - JUL 23

Capesize 5TC FFA 180kt Timecharter Average M Jul 24

C5TCM N24 INDEX

Capesize 5TC FFA 180kt Timecharter Average M Aug 24

C5TCM Q24 INDEX

Capesize 5TC 180kt Timecharter Average M Sep 24

C5TCM U24 INDEX

Panamax 4TC FFA 74kt Timecharter Average M Jul 24

P4TCM N24 INDEX

Panamax 4TC FFA 74kt Timecharter Average M Aug 24

P4TCM Q24 INDEX

Panamax 4TC FFA 74kt Timecharter Average M Sep 24

P4TCM U24 INDEX

Supramax 58 TC FFA 58kt Timecharter Average M Jul 24

S58FM N24 INDEX

BALTIC EXCHANGE SUPRAMAX T/C AVERAGE SHIPPING ROUTE INDEX - AUG 23

Supramax 58 TC FFA 58kt Timecharter Average M Aug 24

S58FM Q24 INDEX

BALTIC EXCHANGE SUPRAMAX T/C AVERAGE SHIPPING ROUTE INDEX - SEP 23

S58FM U23 Index

The value of the Capesize 5TC Index is disseminated

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the BWET Benchmark Portfolio as of June 30, 2024 include:

BALTIC TD3C TIME CHARTER - JUL 23

BFFA3D N23 Index

BALTIC TD3C TIME CHARTER - AUG 23

BFFA3D Q23 Index

BALTIC TD3C TIME CHARTER - SEP 23

BFFA3D U23 Index

BALTIC TD20 TIME CHARTER - JUL 23

BFFD20 N23 Index

BALTIC TD20 TIME CHARTER - AUG 23

BFFD20 Q23 Index

BALTIC TD20 TIME CHARTER - SEP 23

BFFD20 U23 Index

Market Value USD

TD20 FFA 130kt West Africa to Continent USD/MT M Jul 24

DD20M N24 INDEX

TD20 FFA 130kt West Africa to Continent USD/MT M Aug 24

DD20M Q24 INDEX

TD3C FFA 270kt Middle East Gulf to China USD/MT M Jul 24

DD3CM N24 INDEX

TD3C FFA 270kt Middle East Gulf to China USD/MT M Aug 24

DD3CM Q24 INDEX

TD3C FFA 270kt Middle East Gulf to China USD/MT M Sep 24

DD3CM U24 INDEX

TD20 FFA 130kt West Africa to Continent USD/MT M Jul 24

DD20M N24 INDEX

The value of the TD3C Index and the TD20 Index

is disseminated daily at 4:00 p.m.

London Time by the Baltic Exchange The Reference Index information disseminated by the Baltic Exchange

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

Such Reference Index information also is widely disseminated

by Reuters and/or other major market data vendors.

London Time by the Baltic Exchange The Reference Index information disseminated by the Baltic

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

Such Reference Index information also is widely

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

Fund Trading Policies

Each Fund invests principally in exchange

cleared futures that, in the opinion of the Sponsor, are traded in sufficient volume to permit the ready taking of orders in these

financial instruments.

Each Fund invests principally in exchange cleared

futures that, in the opinion of the Sponsor, are traded in sufficient volume to permit the ready taking of orders in these financial instruments.

The Sponsor endeavors to have the value of each

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does not intend to cause a Fund to make any distributions, but, has the sole discretion to do so from time to time.

Margin Requirements and Marking-to-Market Futures Positions

Margin Requirements and Marking-to-Market

Futures Positions

“Initial margin” is an amount of funds

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

transaction is affected.

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

and Liabilities, and is restricted as to its use.

Pursuant to the futures contract, the Funds each agree to receive from or pay to

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

Upon entering into a futures contract, the Funds

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

The initial margin is segregated as cash held by broker, as disclosed in the Combined Statements of Assets and Liabilities,

and is restricted as to its use.

Pursuant to the futures contract, the Funds each agree to receive from or pay to the broker an amount

of cash equal to the daily fluctuation in value of the futures 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,

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The Funds’ Service Providers

Administrator, Custodian, Fund Accountant, and Transfer Agent

Administrator, Custodian, Fund Accountant,

and Transfer Agent

The Funds have each appointed U.S.

Bank, a national

banking association, with its principal office in Milwaukee, Wisconsin, as the custodian (the “Custodian”).

Its affiliate,

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

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

It performs certain administrative

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

Bank and U.S.

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

ETFMG Financial LLC (“ETFMG Financial”),

a wholly-owned subsidiary of ETFMG, provided statutory and wholesaling distribution services to each Fund since it commenced trading on

the NYSE Arca through August 14, 2023.

Each Fund paid ETFMG Financial 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, each Fund and ETFMG Financial, ETFMG Financial assisted 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.

ETFMG Financial also assisted with the processing

of creation and redemption orders.

Effective August 14, 2023, the Sponsor

entered into a Marketing Agent Agreement (the “Marketing Agent 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.

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

a national banking association, with its principal office in Milwaukee, Wisconsin, as the custodian (the “Custodian”).

affiliate, U.S.

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

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

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

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

Through August 13, 2023, each Fund paid ETFMG

Financial LLC (the “former 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

Effective August 14, 2023, the Sponsor entered into a Marketing Agent Agreement (the “Marketing Agent 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 $10,000 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.

Foreside 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.

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

Foreside is a broker-dealer registered with FINRA.

Under the respective Amended and Restated Declaration

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Marex is exempt, pursuant to CFTC Regulation 30.10, from registration with the CFTC as a futures commission merchant.

The Funds pay Marex

commissions for executing and clearing trades on their behalf.

pay Marex commissions for executing and clearing trades on their behalf.

There have been no material administrative, civil

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Legal Counsel

Eversheds Sutherland (US) LLP serves as legal counsel to the Trust

and the Funds.

Chapman and Cutler LLP serves as legal counsel

to the Trust and the Funds.

Fees of the Funds

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each pay Breakwave a license and service fee (the “CTA Fee”).

BDRY pays the Sponsor Fee, monthly in arrears,

in an amount equal to the greater of 0.15% per year of BDRY’s average daily net assets, or $125,000.

BDRY’s Sponsor Fee is

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

BDRY also pays Breakwave the CTA Fee monthly in arrears, for

the use of BDRY’s Benchmark Portfolio in an amount equal to 1.45% per annum of BDRY’s average daily net assets.

Breakwave has agreed to waive its CTA Fee and

the Sponsor has agreed to correspondingly assume the remaining expenses of BDRY so that BDRY’s expenses do not exceed an annual

rate of 3.50%, excluding brokerage commissions, interest expense, and extraordinary expenses, of the value of BDRY’s average daily

net assets (the “BDRY Expense Cap”).

The assumption of expenses and waiver of BDRY’s CTA Fee are contractual on the

part of the Sponsor and Breakwave, respectively, through March 31, 2025.

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

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

BDRY pays the Sponsor an annual Sponsor Fee, 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 December 31, 2024 (the “BDRY Expense Cap,”).

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

through December 31, 2024.

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

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

The assumption of expenses by the Sponsor for

BDRY, pursuant to the BDRY Expense Cap, amounted to $ -0- and $-0- for the years ended June

30, 2023 and 2022, respectively, as disclosed in the Combined Statements of Operations.

The waiver of Breakwave’s CTA Fee, pursuant

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

Combined Statements of Operations.

BDRY currently accrues its daily expenses based upon established individual expense category amounts

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

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

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

total expenses amounted to $ 2,420,639 and $3,280,229 for the years ended June 30, 2023 and 2022,

respectively.

BWET pays the Sponsor Fee, monthly in arrears,

in an amount equal to the greater of 0.30% per year of BWET’s average daily net assets, or $50,000.

BWET’s Sponsor Fee is

paid in consideration of the Sponsor’s management services to BWET.

BWET also pays Breakwave the CTA Fee monthly in arrears, for

the use of BWET’s Benchmark Portfolio in an amount equal to 1.45% per annum of BWET’s average daily net assets.

Breakwave has agreed to waive its CTA Fee and

the Sponsor has agreed to correspondingly assume the remaining expenses of BWET so that BWET’s expenses do not exceed an annual

rate of 3.50%, excluding brokerage commissions, interest expense, and extraordinary expenses, of the value of BWET’s average daily

net assets (the “BWET Expense Cap”).

The assumption of expenses and waiver of BWET’s CTA Fee are contractual on the

part of the Sponsor and Breakwave, respectively, through March 31, 2025.

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

expenses or waived the CTA Fee, respectively, BWET could be adversely impacted, including in its ability to achieve its investment objective.

The assumption of expenses by the Sponsor

for BWET, pursuant to the BWET Expense Cap, amounted to $ 77,450 for the period from May

3, 2023 (commencement of operations) to June 30, 2023, as disclosed in the Combined Statements of Operations.

The waiver of

Breakwave’s CTA fees, pursuant to the undertaking, amounted to $ 7,574 for the

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

BWET currently accrues

its daily expenses based upon established individual expense category amounts or the BWET Expense Cap, whichever aggregate amount is

BDRY, pursuant to the BDRY Expense Cap, amounted to $-0- and $-0- for the years ended June 30, 2024 and 2023, respectively, as disclosed

in the Combined Statements of Operations.

The waiver of Breakwave’s CTA Fee, pursuant to the contractual waiver, amounted to $23,879

and $22,434 for the years ended June 30, 2024 and 2023, respectively, as disclosed in the Combined Statements of Operations.

BDRY currently

accrues its daily expenses based upon established individual expense category amounts or the BDRY Expense Cap, whichever aggregate amount

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

routine operational, administrative and other ordinary expenses of the Fund.

BWET’s total expenses amounted to $ 123,053

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

Administrator, Custodian, Fund Accountant, and Transfer Agent

The Funds have agreed to pay U.S.

of AUM, with a $50,000 and $45,000 minimum annual fee for BDRY and BWET, respectively, 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 $66,005 and $64,618

for the years ended June 30, 2023 and 2022, respectively, as disclosed in the Combined Statements of Operations.

BWET paid U.S.

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

disclosed in the Combined Statements of Operations.

Distribution Fees

Each Fund paid ETFMG Financial an annual fee

for statutory and wholesaling distribution services and related administrative services equal to the greater of $15,000 or 0.02% of

each Funds’ average daily net assets, payable monthly.

Pursuant to the Marketing Agent Agreement between the Sponsor, each

Fund and ETFMG Financial, ETFMG Financial assisted the Sponsor and each Fund with certain functions and duties relating to

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

compliance matters.

ETFMG Financial also assisted 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, 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

BDRY’s total expenses amounted to $2,442,633 and $2,420,639

for the years ended June 30, 2024 and 2023, respectively.

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 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 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 December 31, 2024 (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.

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

BWET could be adversely impacted, including in its ability to achieve its investment objective.

The assumption of expenses by the Sponsor for

BWET, pursuant to the BWET Expense Cap, amounted to $277,458 and $77,450 for the year ended June 30, 2024, and for the period from

May 3, 2023 (commencement of operations) to June 30, 2023, as disclosed in the Combined Statements of Operations.

BDRY pays the Sponsor for wholesale support

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

BDRY 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

waiver of Breakwave’s CTA fees, pursuant to the undertaking, amounted to $52,076 and $7,574 for the year ended June 30, 2024,

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

BWET currently accrues its daily expenses based upon established individual expense category amounts or the BWET Expense Cap,

whichever aggregate amount is less.

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

for the payment of the routine operational, administrative and other ordinary expenses of the Fund.

BWET’s total expenses amounted

to $577,056 and $123,053 for the year ended June 30, 2024, and for the period from May 3, 2023 (commencement of operations)

to June 30, 2023.

Administrator, Custodian, Fund Accountant,

and Transfer Agent Fees

Each 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.

Bank $56,653 and $66,005 for the years ended June 30, 2024 and 2023, respectively, as disclosed in the Combined Statements

of Operations.

BWET pays the Sponsor for wholesale support

services at an annual rate of $15,000 plus 0.15% of BWET’s average daily net assets, payable monthly.

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.

BWET paid U.S.

Bank $52,250 and $9,666 for the year ended June 30, 2024, and for the period from

May 3, 2023 (commencement of operations) to June 30, 2023, as disclosed in the Combined Statements of Operations.

Distribution Fees

Each Fund pays an annual fee for such distribution

services and related administrative services equal to approximately 0.01% of the Fund’s average daily net assets, with a minimum

of approximately $10,000 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.

Foreside also assists with the processing

of creation and redemption orders.

BDRY incurred $15,193 and $15,707 in distribution and related administrative services for the years

ended June 30, 2024 and 2023, respectively, as disclosed in the Combined Statements of Operations.

BWET incurred $11,339 and $2,539 in

distribution and related administrative services for the year ended June 30, 2024, and for the period from May 3, 2023 (commencement

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

BDRY pays the Sponsor for wholesale support services

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

BDRY incurred $93,035 and $87,902 in

wholesale support fees for the years ended June 30, 2024 and 2023, respectively, as disclosed in the Combined Statements of Operations.

BWET pays the Sponsor for wholesale support services

at an annual rate of $15,000 plus 0.15% of BWET’s average daily net assets, payable monthly.

BWET incurred $20,391 and $3,209 in

wholesale support fees for the year ended June 30, 2024, and for the period from May 3, 2023 (commencement of operations) to June 30,

2023, as disclosed in the Combined Statements of Operations.

Futures Commission Merchant Fees

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

The Sponsor does not expect brokerage

commissions and fees, on an annual basis, to exceed 0.40% for BDRY and 1.30% for BWET (excluding the impact on the Funds of creation

and/or redemption activity) of the NAV of the respective Funds and for execution and clearing services to exceed $12 per lot on

behalf of BDRY and $7 per lot on behalf of BWET, although the actual amount of brokerage commissions and fees in any year or any

part of any year may be greater.

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

relating to the purchase of freight futures, Treasury Instruments or similar high credit quality short-term fixed-income or similar

securities are not included in the foregoing analysis.

BDRY incurred $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 for the period from May 3, 2023 (commencement of operations) to June 30, 2023, as disclosed in the

Combined Statements of Operations.

Each Fund is responsible for certain other

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

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

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

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

The Sponsor does not expect brokerage commissions

and fees, on an annual basis, to exceed 0.40% for BDRY and 1.35% for BWET (excluding the impact on the Funds of creation and/or redemption

activity) of the NAV of the respective Funds and for execution and clearing services to exceed $12 per lot on behalf of BDRY and $7 per

lot on behalf of BWET, although the actual amount of brokerage commissions and fees in any year or any part of any year may be greater.

The effects of trading spreads, financing costs associated with financial instruments, and costs relating to the purchase of freight futures,

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

BDRY incurred $584,320 and $684,169 in brokerage commissions and fees for the years ended June 30, 2024 and 2023, respectively, as disclosed

in the Combined Statements of Operations.

BWET incurred $121,822 and $19,746 in brokerage commissions for the year ended June 30,

2024, and for the period from May 3, 2023 (commencement of operations) to June 30, 2023, as disclosed in the Combined Statements

of Operations.

Each Fund is responsible for certain other expenses,

including professional services (e.g., outside auditor’s fees and legal fees and expenses), shareholder Form K-1’s, tax

return preparation, regulatory compliance, and other services provided by affiliated and non-affiliated service providers.

Principal Financial Officer, Chief Compliance Officer, and regulatory reporting services provided to the Funds by the Sponsor each amount

to $25,000 per annum.

Extraordinary fees

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in accordance with the Trust Agreement for each Fund.

Bank has been appointed registrar and transfer agent for the purpose of transferring

shares in certificated form.

Bank keeps a record of all limited partners and holders of the shares in certificated form in the registry

(the “Register”).

The Sponsor recognizes transfers of shares in certificated form only if done in accordance with the respective

Trust Agreement for each Fund.

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

in the Depository Trust Company (“DTC”).

Bank has been appointed registrar and transfer agent for the purpose of

transferring shares in certificated form.

Bank keeps a record of all limited partners and holders of the shares in certificated

form in the registry (the “Register”).

The Sponsor recognizes transfers of shares in certificated form only if done in accordance

with the respective Trust Agreement for each Fund.

The beneficial interests in such shares are held in book-entry form through participants

and/or accountholders in the Depository Trust Company (“DTC”).

Individual certificates are not issued for the

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The global certificates evidence all of the shares outstanding

Shareholders are limited to (1) participants in DTC such as banks, brokers, dealers and trust companies (“DTC Participants”),

(2) banks, brokers, dealers and trust companies who maintain, either directly or indirectly, a custodial relationship with, or clear through,

a DTC Participant (“Indirect Participants”), and (3) persons holding interests in the shares through DTC Participants or Indirect

Participants, in each case who satisfy the requirements for transfers of shares.

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

Participants”), (2) banks, brokers, dealers and trust companies who maintain, either directly or indirectly, a custodial relationship

with, or clear through, a DTC Participant (“Indirect Participants”), and (3) persons holding interests in the shares

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

Shareholders will be shown on, and the transfer

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Each Fund’s NAV is calculated by:

● Taking the current market value

of its total assets;

● Taking the current market value of its total assets;

● Subtracting any liabilities;

● Dividing that total by the

total number of outstanding shares.

● Dividing that total by the total number of outstanding shares.

The Administrator calculates the NAV of the Funds

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typically closes at 4:00 p.m.

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

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

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

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

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

or other information customarily used to determine the fair value of such investments as of the close of the NYSE Arca (normally 4:00

E.T.), in accordance with the current Administrative Agency Agreement among U.S.

Bancorp Fund Services, the Fund and the Sponsor.

The information may include costs of funding, to the extent costs of funding are not and would not be a component of the other information

being utilized.

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

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

In addition, in order to provide updated information

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During such gaps in time the IFV will

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

In addition, other investments held by the Funds will be valued by the Administrator, using rates and points received from client-approved

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

These investments will not be included in the

be calculated based on the end of day price of such contracts from the Baltic Exchange’s and ICE’s immediately preceding trading

In addition, other investments and U.S.

Treasuries held by the Funds will be valued by the Administrator, using rates and points

received from client-approved third party vendors (such as Reuters and WM Company) and advisor or broker-dealer quotes.

These investments

will not be included in the IFV.

The NYSE Arca disseminates the IFV through the

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may place orders to create and redeem baskets.

Authorized Participants must be (1) registered broker-dealers or other securities market

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

transactions described below, and (2) DTC Participants.

To become an Authorized Participant, a person must enter into an Authorized Participant

Agreement with the Sponsor.

The Authorized Participant Agreement provides the procedures for the creation and redemption of baskets and

for the delivery of the U.S.

Authorized Participants must be (1) registered broker-dealers or other securities

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

securities transactions described below, and (2) DTC Participants.

To become an Authorized Participant, a person must enter into

an Authorized Participant Agreement with the Sponsor.

The Authorized Participant Agreement provides the procedures for the creation and

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

Treasuries and any cash required for such creation and redemptions.

The Authorized Participant Agreement

and the related procedures attached thereto may be amended by the Funds, without the consent of any limited partner or shareholder or

Authorized Participant.

Authorized Participants will pay a transaction fee of $300 to the Custodian for each order they place to create

or redeem one or more baskets.

Authorized Participants who make deposits with the Funds in exchange for baskets receive no fees, commissions

or other form of compensation or inducement of any kind from either of the Funds or the Sponsor, and no such person will have any obligation

or responsibility to the Sponsor or the Funds to effect any sale or resale of shares.

The Authorized

Participant Agreement and the related procedures attached thereto may be amended by the Funds, without the consent of any limited partner

or shareholder or Authorized Participant.

Authorized Participants will pay a transaction fee of $300 to the Custodian for each order they

place to create or redeem one or more baskets.

Authorized Participants who make deposits with the Funds in exchange for baskets receive

no fees, commissions or other form of compensation or inducement of any kind from either of the Funds or the Sponsor, and no such person

will have any obligation or responsibility to the Sponsor or the Funds to effect any sale or resale of shares.

Each Authorized Participant is required to be

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

or the close of the NYSE

Arca core trading session, whichever is earlier.

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

“Authorized Participant Agreement” is referred to as the purchase order date.

or the close of

the NYSE Arca core trading session, whichever is earlier.

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

of the “Authorized Participant Agreement” is referred to as the purchase order date.

Purchase orders are irrevocable.

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

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

purchase order.

The manner by which creations are made is dictated

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and 2:00 p.m.

for BWET and BDRY Freight

Futures respectively) for the Freight Futures.

for BWET and BDRY

Freight Futures respectively) for the Freight Futures.

Because orders to purchase Creation Baskets must

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

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

after 12:00 p.m.

for BWET and BDRY respectively, on the date the purchase order is received, Authorized Participants

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

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

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

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

until after 12:00 p.m.

for BWET and BDRY respectively, on the date the purchase order is received, Authorized

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

purchase order.

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

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

Delivery of Required Payment

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

● it determines that the purchase

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

● the acceptance or receipt of

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

● circumstances outside the control

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

● it determines that the purchase order or the Creation Basket

Deposit is not in proper form;

● the acceptance or receipt of the purchase order or Creation

Basket Deposit would, in the opinion of counsel to the Sponsor, be unlawful;

● circumstances outside the control of the Sponsor, Distributor

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

None of the Sponsor, Distributor or Custodian

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

or the close of the core

trading session on the NYSE Arca, whichever is earlier.

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

satisfactory form by the Distributor.

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

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

or the close of

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

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

in satisfactory form by the Distributor.

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

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

Authorized Participant.

Redemption orders are irrevocable.

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By placing an order for Redemption Baskets of BDRY or BWET, an Authorized Participant

agrees to deliver the Redemption Baskets to be redeemed through DTC’s book-entry system to the respective Fund not later than 12:00

agrees to deliver the Redemption Baskets to be redeemed through DTC’s book-entry system to the respective Fund not later than 12:00 p.m.

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

Prior to the delivery of redemption distribution

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

Prior to the delivery of redemption distribution or proceeds,

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

Determination of Redemption Proceeds

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E.T., but the total amount of redemption proceeds typically will not be determined until after 12:00 p.m.

for BWET and BDRY respectively, on the date the redemption order is received, Authorized Participants will not know

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

The NAV and the total amount of redemption

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

proceeds in respect thereof is determined.

E.T or 2:00 p.m.

for BWET and BDRY respectively, on the date the redemption order is received, Authorized Participants will

not know the total amount of the redemption proceeds at the time they submit an irrevocable redemption order.

The NAV and the total amount

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

amount of redemption proceeds in respect thereof is determined.

Delivery of Redemption Proceeds

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be delivered to the Authorized Participant at 1:00 p.m.

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

if, by such time, the Funds’ DTC account has been credited with the baskets to be redeemed.

If the Funds’ DTC account has

not been credited with all of the baskets to be redeemed by such time, the redemption distribution is delivered to the extent of whole

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

date if, by such time, the Funds’ DTC account has been credited with the baskets to be redeemed.

If the Funds’ DTC account

has not been credited with all of the baskets to be redeemed by such time, the redemption distribution is delivered to the extent of whole

baskets received.

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time to time, determine and the remaining baskets to be redeemed are credited to the Funds’ DTC accounts by 1:00 p.m.

E.T., on such

next business day.

on such next business day.

Any further outstanding amount of the redemption order shall be cancelled.

The Sponsor may cause the redemption distribution

to be delivered notwithstanding that the baskets to be redeemed are not credited to the Fund’s DTC account by 12:00 p.m.

the next business day immediately following the redemption order date if the Authorized Participant has collateralized its obligation

The Sponsor may cause the redemption

distribution to be delivered notwithstanding that the baskets to be redeemed are not credited to the Fund’s DTC account by 12:00 p.m.

E.T., on the next business day immediately following the redemption order date if the Authorized Participant has collateralized its obligation

to deliver the Baskets through DTC’s book entry system on such terms as the Sponsor may from time to time determine.

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(2) for any period during which an emergency exists as a result of which delivery, disposal or evaluation of the redemption distribution

or redemption proceeds, as applicable, is not reasonably practicable, or (3) for such other period as the Sponsor determines to be necessary

for the protection of the limited partners or shareholders.

For example, the Sponsor may determine that it is necessary to suspend redemptions

to allow for the orderly liquidation of the Funds’ assets at an appropriate value to fund a redemption.

If the Sponsor has difficulty

liquidating its positions, e.g., because of a market disruption event in the futures markets or a suspension of trading by the exchange

where the futures contracts are listed, it may be appropriate to suspend redemptions until such time as such circumstances are rectified.

None of the Sponsor, the Distributor, the Transfer Agent, the Administrator, or the Custodian will be liable to any person or in any way

for any loss or damages that may result from any such suspension or postponement.

or redemption proceeds, as applicable, is not reasonably practicable, or (3) for such other period as the Sponsor determines to be

necessary for the protection of the limited partners or shareholders.

For example, the Sponsor may determine that it is necessary to suspend

redemptions to allow for the orderly liquidation of the Funds’ assets at an appropriate value to fund a redemption.

If the Sponsor

has difficulty liquidating its positions, e.g., because of a market disruption event in the futures markets or a suspension of trading

by the exchange where the futures contracts are listed, it may be appropriate to suspend redemptions until such time as such circumstances

are rectified.

None of the Sponsor, the Distributor, the Transfer Agent, the Administrator, or the Custodian will be liable to any person

or in any way for any loss or damages that may result from any such suspension or postponement.

Redemption orders must be made in whole baskets.

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shares and can deliver them.

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

for any loss or damages that may result from any such suspension or postponement.

Creation and Redemption Transaction Fee

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the close of the Freight Futures market at approximately 12:00 p.m.

As a result, during this time, trading spreads, and the resulting

premium or discount, on the shares may widen.

As a result, during this time, trading spreads, and the

resulting premium or discount, on the shares may widen.

There are a minimum number of specified baskets

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in the Funds or the ability of the Funds to continue to implement their investment strategies.

In addition, various national governments outside

of the United States have expressed concern regarding the disruptive effects of speculative trading in the commodities markets and the

need to regulate the derivatives markets in general.

The effect of any future regulatory change on the Funds is impossible to predict but

could be substantial and adverse.

In addition, various national governments

outside of the United States have expressed concern regarding the disruptive effects of speculative trading in the commodities markets

and the need to regulate the derivatives markets in general.

The effect of any future regulatory change on the Funds is impossible to

predict but could be substantial and adverse.

The CFTC possesses exclusive jurisdiction to regulate

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Pursuant to this authority, the CFTC requires CPOs to keep accurate, current and orderly records for each pool that they

The CFTC may suspend the registration of a commodity pool operator (1) if the CFTC finds that the operator’s trading practices

tend to disrupt orderly market conditions, (2) if any controlling person of the operator is subject to an order of the CFTC denying such

person trading privileges on any exchange, and (3) in certain other circumstances.

Suspension, restriction or termination of the Sponsor’s

registration as a commodity pool operator would prevent it, until that registration were to be reinstated, from managing the Funds, and

might result in the termination of the Funds if a successor sponsor is not elected pursuant to the Trust Agreement.

The CFTC may suspend the registration of a commodity pool operator (1) if the CFTC finds that the operator’s trading

practices tend to disrupt orderly market conditions, (2) if any controlling person of the operator is subject to an order of the

CFTC denying such person trading privileges on any exchange, and (3) in certain other circumstances.

Suspension, restriction or termination

of the Sponsor’s registration as a commodity pool operator would prevent it, until that registration were to be reinstated, from

managing the Funds, and might result in the termination of the Funds if a successor sponsor is not elected pursuant to the Trust Agreement.

The Funds’ investors are afforded prescribed

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Regulatory bodies outside the U.S.

have also passed

or proposed, or may propose in the future, legislation similar to that proposed by the Dodd-Frank Act or other legislation containing

passed or proposed, or may propose in the future, legislation similar to that proposed by the Dodd-Frank Act or other legislation containing

other restrictions that could adversely impact the liquidity of and increase costs of participating in the commodities markets.

the European Union Markets in Financial Instruments Directive (Directive 2014/65/EU) and Markets in Financial Instruments Regulation (Regulation

(EU) No 600/2014) (together “MiFID II”), which has applied since January 3, 2018, governs the provision of investment services

and activities in relation to, as well as the organized trading of, financial instruments such as shares, bonds, units in collective investment

schemes and derivatives.

In particular, MiFID II requires EU Member States to apply position limits to the size of a net position which

a person can hold at any time in commodity derivatives traded on EU trading venues and in “economically equivalent” over-the-counter

(“OTC”) contracts.

By way of further example, the European Market Infrastructure Regulation (Regulation (EU) No 648/2012,

as amended) (“EMIR”) introduced certain requirements in respect of OTC derivatives including:

(i) the mandatory clearing of

OTC derivative contracts declared subject to the clearing obligation;

(ii) risk mitigation techniques in respect of un-cleared OTC derivative

contracts, including the mandatory margining of un-cleared OTC derivative contracts;

and (iii) reporting and recordkeeping requirements

in respect of all derivatives contracts.

In the event that the requirements under EMIR and MiFID II apply, these are expected to increase

the cost of transacting derivatives.

(EU) No 600/2014) (together “MiFID II”), which has applied since January 3, 2018, governs the provision of investment

services and activities in relation to, as well as the organized trading of, financial instruments such as shares, bonds, units in collective

investment schemes and derivatives.

In particular, MiFID II requires EU Member States to apply position limits to the size of a net position

which a person can hold at any time in commodity derivatives traded on EU trading venues and in “economically equivalent”

over-the-counter (“OTC”) contracts.

By way of further example, the European Market Infrastructure Regulation (Regulation (EU)

No 648/2012, as amended) (“EMIR”) introduced certain requirements in respect of OTC derivatives including:

(i) the mandatory

clearing of OTC derivative contracts declared subject to the clearing obligation;

(ii) risk mitigation techniques in respect of un-cleared

OTC derivative contracts, including the mandatory margining of un-cleared OTC derivative contracts;

and (iii) reporting and recordkeeping

requirements in respect of all derivatives contracts.

In the event that the requirements under EMIR and MiFID II apply, these are expected

to increase the cost of transacting derivatives.

In addition, considerable regulatory attention

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Each Fund makes available, free of charge, on

its website (www.drybulketf.com for BDRY and www.tankeretf.com for BWET), its annual reports on Form 10-K, its quarterly reports on Form

10-Q, its current reports on Form 8-K and amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange

Act as soon as reasonably practicable after these forms are filed with, or furnished to, the SEC.

These reports are also available from

the SEC though its website at:

its website (www.drybulketf.com for BDRY and www.tankeretf.com for BWET), its annual reports on Form 10-K, its quarterly reports

on Form 10-Q, its current reports on Form 8-K and amendments to these reports filed or furnished pursuant to Section 13(a) or

15(d) of the Exchange Act as soon as reasonably practicable after these forms are filed with, or furnished to, the SEC.

These reports

are also available from the SEC though its website at:

The Trust also makes available, on its website,

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Not required for smaller reporting companies.

Unresolved Staff Comments.

Not applicable.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business