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Item 8. Financial Statements and Supplementary Data

2024-09-27 compared with 2023-09-27 · 683 added, 620 removed, 620 unchanged (68% of the section changed)

Financial Statements and Supplemental Data.

ETF MANAGERS GROUP COMMODITY TRUST

Combined Statements of Assets and

Financial Statements and Supplemental

AMPLIFY COMMODITY TRUST

Combined Statements of Assets and Liabilities

June 30, 2024

BREAKWAVE DRY BULK

BREAKWAVE TANKER

BREAKWAVE DRY BULK SHIPPING ETF

BREAKWAVE TANKER SHIPPING ETF

Investment in securities, at fair value (cost $ 8,348,195 and $ 1,029,920 , respectively)

Segregated cash held by broker

Receivable on open futures contracts

Due from Sponsor

Interest receivable

7 unchanged sentences

See accompanying notes to combined financial statements.

ETF MANAGERS GROUP COMMODITY TRUST I

AMPLIFY COMMODITY TRUST

Combined Statements of Assets and Liabilities

2 unchanged sentences

BREAKWAVE TANKER

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

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

Segregated cash held by broker

Subscriptions receivable

Receivable on open futures contracts

Interest receivable

6 unchanged sentences

Market value per share

See accompanying notes to

combined financial statements.

ETF MANAGERS GROUP COMMODITY TRUST I

See accompanying notes to combined financial statements.

AMPLIFY COMMODITY TRUST

Combined Schedule of Investments

3 unchanged sentences

MONEY MARKET FUNDS – 21.3 % and 49.3 %, respectively

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

Invesco Government & Agency Portfolio - Institutional Class, 5.24 % (a) ( 8,348,195 and 1,029,920 shares, respectively)

TOTAL MONEY MARKET FUNDS (Cost $ 8,348,195 and $ 1,029,920 , respectively))

6 unchanged sentences

BREAKWAVE DRY BULK SHIPPING ETF

ETF MANAGERS GROUP

Futures Contracts

Appreciation/

June 30, 2024

Appreciation/

(Depreciation)

Appreciation/

(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 )

Amplify Commodity Trust

Baltic Exchange Capesize T/C Average Shipping Route Index Expiring July 31, 2024 (Underlying Face Amount at Market Value - $ 6,807,570 ) (245 contracts)

Baltic Exchange Capesize T/C Average Shipping Route Index Expiring August 31, 2024 (Underlying Face Amount at Market Value - $ 6,249,215 ) (245 contracts)

Baltic Exchange Capesize T/C Average Shipping Route Index Expiring September 30, 2024 (Underlying Face Amount at Market Value - $ 6,383,965 ) (245 contracts)

Baltic Exchange Panamax T/C Average Shipping Route Index Expiring July 31, 2024 (Underlying Face Amount at Market Value - $ 4,895,690 ) (335 contracts)

( 3,404,475 )

Baltic Exchange Panamax T/C Average Shipping Route Index Expiring August 31, 2024 (Underlying Face Amount at Market Value - $ 5,105,065 ) (335 contracts)

( 2,248,325 )

Baltic Exchange Panamax T/C Average Shipping Route Index Expiring September 30, 2024 (Underlying Face Amount at Market Value - $ 5,334,875 ) (335 contracts)

( 1,356,325 )

Baltic Exchange Supramax T/C Average Shipping Route Expiring July 31, 2024 (Underlying Face Amount at Market Value - $ 1,273,555 ) (85 contracts)

4 unchanged sentences

BREAKWAVE TANKER SHIPPING ETF

ETF MANAGERS GROUP

Futures Contracts

Appreciation/

June 30, 2024

Appreciation/

(Depreciation)

Appreciation/

(Depreciation)

Amplify Commodity Trust

Baltic Freight Route Middle East Gulf to China Expiring July 31, 2024 (Underlying Face Amount at Market Value - $ 584,600 ) (50 contracts)

1 unchanged sentence

Baltic Freight Route Middle East Gulf to China Expiring September 30, 2024 (Underlying Face Amount at Market Value - $ 622,500 ) (50 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

Baltic Freight Route West Africa to Continent Expiring July 31, 2024 (Underlying Face Amount at Market Value - $ 83,710 ) (5 contracts)

Baltic Freight Route West Africa to Continent Expiring August 31, 2024 (Underlying Face Amount at Market Value - $ 78,895 ) (5 contracts)

$ ( 115,880 )

See accompanying notes to combined financial statements

AMPLIFY COMMODITY TRUST

Combined Schedule of Investments

June 30, 2023

1 unchanged sentence

BREAKWAVE TANKER

MONEY MARKET FUNDS - 37.0 %

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 $ 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 %

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 contracts.

(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

Appreciation/

(Depreciation)

Appreciation/

(Depreciation)

Amplify Commodity Trust

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

5 unchanged sentences

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)

3 unchanged sentences

$ ( 13,669,745 )

See accompanying notes to combined financial

ETF MANAGERS GROUP COMMODITY TRUST I

BREAKWAVE TANKER SHIPPING ETF

Futures Contracts

June 30, 2023

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)

accompanying notes to combined financial statements.

AMPLIFY COMMODITY TRUST

Combined Statements of Operations

Year Ended Ended June 30, 2023

Year Ended June 30, 2024

BREAKWAVE DRY BULK

12 unchanged sentences

Marketing expenses

Other expenses

Website Support and Marketing Materials

Printing and postage

Wholesale support fees

Interest expense

Miscellaneous expenses

Total Expenses

1 unchanged sentence

Expenses absorbed by Sponsor

Net Investment Income (Loss)

( 1,142,432 )

( 1,175,983 )

Net Investment Loss

Net Realized and Unrealized Gain (Loss) on Investment Activity

1 unchanged sentence

Investments, and futures contracts

( 30,983,820 )

( 30,608,304 )

Change in Unrealized Gain (Loss) on

Investments and futures contracts

( 4,404,570 )

( 3,579,283 )

Net realized and unrealized gain (loss)

( 35,388,390 )

( 34,187,587 )

Net income (loss)

$ ( 318,928 )

$ ( 35,363,570 )

* 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

Year Ended Ended June 30, 2022

AMPLIFY COMMODITY TRUST

Combined Statements of Operations

Year Ended June 30, 2023

BREAKWAVE DRY BULK

12 unchanged sentences

Marketing expenses

Amortization of offering costs

Other expenses

6 unchanged sentences

Expenses absorbed by Sponsor

Net Investment Income (Loss)

Net Investment Loss

( 1,142,432 )

3 unchanged sentences

Investments, futures and options contracts

( 30,983,820 )

( 30,608,304 )

Change in Unrealized Gain (Loss) on

8 unchanged sentences

$ ( 35,363,570 )

See accompanying notes to

combined financial statements.

ETF MANAGERS GROUP COMMODITY TRUST I

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

to June 30, 2023.

See accompanying notes to combined financial statements.

AMPLIFY COMMODITY TRUST

Combined Statements of Changes in Net Assets

Year Ended June 30, 2024

BREAKWAVE DRY BULK

BREAKWAVE TANKER

BREAKWAVE DRY BULK SHIPPING ETF

TANKER SHIPPING ETF

Net Assets at Beginning of Year

4 unchanged sentences

( 15,222,375 )

Net increase (decrease) in Net Assets from share transactions

Increase (decrease) in Net Assets from operations

Net investment income (loss)

( 122,574,198 )

Net decrease in Net Assets from share transactions

( 68,850,945 )

Net realized gain (loss)

( 1,762,007 )

( 70,612,952 )

Increase (decrease) in Net Assets from operations

Net investment income (loss)

Net realized gain (loss)

Change in net unrealized gain (loss)

( 4,404,570 )

( 3,579,283 )

Net increase (decrease) in Net Assets from operations

( 36,530,822 )

( 35,363,570 )

Net Assets at End of Year

* 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

AMPLIFY COMMODITY TRUST

Combined Statements of Changes in Net Assets

Year Ended June 30, 2023

2 unchanged sentences

Net Assets at Beginning of Year

$ 114,077,152

Increase (decrease) in Net Assets from share transactions

4 unchanged sentences

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

combined financial statements.

ETF MANAGERS GROUP COMMODITY TRUST I

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

to June 30, 2023.

See accompanying notes to combined financial statements

AMPLIFY COMMODITY TRUST

Combined Statements of Cash Flows

Year Ended June 30, 2024

BREAKWAVE DRY BULK

BREAKWAVE TANKER

Cash flows provided by/used in operating activities

BREAKWAVE DRY BULK SHIPPING ETF

BREAKWAVE TANKER SHIPPING ETF

Cash flows used in operating activities

Net income (loss)

$ ( 318,928 )

$ ( 35,363,570 )

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

Change in operating assets and liabilities:

( 34,476,191 )

( 35,303,444 )

Sale (purchase) of investments, net

Change in net unrealized loss (gain) on futures

( 12,895,930 )

( 11,954,763 )

Decrease in subscriptions receivable

Increase in interest receivable

Change in operating assets and liabilities:

Decrease (increase) in interest receivable

Decrease (increase) in due from sponsor

Increase in receivable on open futures contracts

Increase in payable on open futures contracts

Increase (decrease) in due to Sponsor

Increase (decrease) in other accrued expenses

Net cash provided by operating activities

( 12,881,080 )

( 12,765,190 )

Increase (decrease) in due to sponsor

Increase (decrease) in accrued expenses

Net cash used in operating activities

Cash flows from financing activities

3 unchanged sentences

( 15,222,375 )

( 122,574,198 )

Net cash provided by/used in financing activities

( 68,850,945 )

( 1,762,007 )

( 70,612,952 )

Net increase (decrease) in cash and restricted cash

( 3,584,124 )

( 1,636,077 )

( 5,220,201 )

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.

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 combined statements of cash

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

to June 30, 2023.

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

See accompanying notes to combined financial statements.

ETF MANAGERS GROUP COMMODITY TRUST I

Combined Statements

of Cash Flows

AMPLIFY COMMODITY TRUST

Combined Statements of Cash Flows

Year Ended June 30, 2023

1 unchanged sentence

BREAKWAVE TANKER

Cash flows provided by/used in operating activities

SHIPPING ETF*

Cash flows used in operating activities

Net income (loss)

8 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

Net cash provided by operating activities

Increase (decrease) in other accrued expenses

Net cash used in 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 activities

( 34,191,248 )

Net cash provided by financing activities

Net increase (decrease) in cash and restricted cash

( 1,864,741 )

( 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.

See accompanying notes to

combined financial statements.

ETF Managers Group Commodity Trust I

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

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

to June 30, 2023.

See accompanying notes to combined financial statements.

Amplify Commodity Trust

Notes to Combined Financial Statements

1 unchanged sentence

(1) Organization

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

Amplify Commodity Trust (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 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 the Funds commodity trading advisor.

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 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.

The second 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.

The Funds are managed and controlled by the Sponsor, a Delaware limited liability company.

The Sponsor 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 the Funds commodity trading advisor.

BDRY commenced investment operations on March 22,

27 unchanged sentences

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

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,

BDRY will be required to deposit initial margin with a value of approximately 10 % to 40 % of the notional value of each Freight Futures

position at the time it is established.

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

exchanges, clearing houses or BDRY’s FCM, 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 will be required to deposit initial margin with a value of approximately 10 % to 40 % of the notional value of each Freight

Futures position at the time it is established.

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

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

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

5 unchanged sentences

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.

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,

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.

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.

28 unchanged sentences

● The TD3C Index :

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

Persian Gulf to China, 270,000mt cargo

(Very Large Crude Carrier or VLCC tankers);

● The TD20 Index:

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

West Africa to Europe, 130,000mt

cargo (Suezmax Tankers)

The value of the TD3C Index and the TD20 Index

1 unchanged sentence

London Time by the Baltic Exchange.

Such Reference Index information also is widely disseminated by Reuters,

Bloomberg and/or other major market data vendors.

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

2 unchanged sentences

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.

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.

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

7 unchanged sentences

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 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.

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 below.

BWET was created to provide investors with a cost-effective

5 unchanged sentences

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.

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.

24 unchanged sentences

generally accepted accounting principles (“U.S.

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

Each Fund qualifies as an investment company for financial reporting purposes under Topic 946 of the Accounting Standard Codification

(b) Use of Estimates

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

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 notes.

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.

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.

(d) Cash Held by Broker

1 unchanged sentence

trading advisor” and acts as such for the Funds.

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

The Funds’ arrangement with its FCM requires 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

13 unchanged sentences

net asset value for creation and redemption of Fund shares for the years ended June 28, 2024 and June 30, 2023, was at 4:00 p.m.

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

Eastern Time on June 28, 2024 and June 30, 2023, respectively.

Although the Fund’s shares may continue

54 unchanged sentences

June 30, 2024

Investments (a)

Contracts (b)

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 Combined

Statements of Assets and Liabilities.

$ ( 788,675 )

a – Included in Investments in securities

in the Combined Statements of Assets and Liabilities.

b – Included in Payable on open futures contracts in the

Combined Statements of Assets and Liabilities.

June 30, 2023

Investments (a)

Contracts (b)

Level I – Quoted Prices

$ 17,208,763 a

$ ( 9,265,175 )b

$ ( 13,669,745 )

a – Included in Investments in securities

in the Combined Statements of Assets and Liabilities.

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

Statements of Assets and Liabilities.

b – Included in Payable on open futures

contracts in the Combined Statements of Assets and Liabilities.

Transfers between levels are recognized at the

end of the reporting period.

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

2 or Level 3.

During the years ended June 30, 2024 and June 30, 2023 , 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:

of investments at June 30, 2024 and June 30, 2023 using the fair value hierarchy:

June 30, 2024

Investments (a)

Contracts (b)

Level I – Quoted Prices

$ ( 115,880 )

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.

b – Included in Payable on open futures contracts in the

Combined Statements of Assets and Liabilities.

June 30, 2023

Investments (a)

Contracts (b)

Level I – Quoted Prices

a – Included in Investments in securities

in the Combined Statements of Assets and Liabilities.

b – Included in Payable on

open futures contracts in the Combined Statements of Assets and Liabilities.

The inputs or methodology used for valuing investments

are not necessarily an indication of the risk associated with investing in those securities.

Transfers between levels are recognized at the

end of the reporting period.

During the years ended June 30, 2024 and June 30, 2023, BWET recognized no transfers from Level 1, Level

2 or Level 3.

(h) Investment Transactions and Related Income

30 unchanged sentences

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.

Treasury Bills,

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

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

6 unchanged sentences

All open derivative positions at June 30, 2024

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

and June 30, 2023, 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’

31 unchanged sentences

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

Fair Value of Derivative Instruments, as of

June 30, 2024

Asset Derivatives Liability Derivatives

Derivatives Combined Statements of

Liabilities Fair

Value* Combined Statements of Assets and Liabilities Fair

Dry Bulk Index Rates Market Risk $ -

Payable on open futures contracts $ 788,675

$ 13,669,745 *

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

* 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

Dry Bulk Index Rates

Fair Value of Derivative Instruments, as of

June 30, 2023

Asset Derivatives Liability Derivatives

Derivatives Combined Statements of

Liabilities Fair

Value Combined Statements of Assets and Liabilities Fair

Dry Bulk Index Rates Market Risk $ -

Payable on open futures contracts $ 13,669,745

$ 9,265,175 *

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

* 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 Combined

Statements of Operations

The Effect of Derivative Instruments on the

Combined Statements of Operations

For the Year Ended June 30, 2024

Location of Gain (Loss) on Derivatives

Gain (Loss) on Derivatives Recognized

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.

Derivatives Location of Gain (Loss) on Derivatives Realized

in Income Change in

Derivatives Recognized

Dry Bulk Index Rates Market Risk Net realized loss on futures contracts and/or change in unrealized gain (loss) on futures contracts $ 34,476,191 $ 12,895,930

The futures contracts open at June 30, 2024 are indicative of

the activity for the year ended June 30, 2024.

BREAKWAVE DRY BULK SHIPPING ETF

The Effect of Derivative Instruments on the Combined

Statements of Operations

The Effect of Derivative Instruments on the

Combined Statements of Operations

For the Year Ended June 30, 2023

Location of Gain (Loss) on Derivatives

Derivatives Location of Gain (Loss) on Derivatives Realized

in Income Change in

Gain (Loss) on Derivatives Recognized

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.

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 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

Fair Value of Derivative Instruments, as of

June 30, 2024

Asset Derivatives Liability Derivatives

Derivatives Combined Statements of Assets and Liabilities Fair

Value* Combined Statements of Assets and Liabilities Fair

Crude Oil Tanker Index Rates Market Risk Receivable on open futures contracts $ -

Payable on open futures contracts $ 115,880

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

* Represents cumulative depreciation 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

Fair Value of Derivative Instruments, as of

June 30, 2023

Asset Derivatives Liability Derivatives

Derivatives Combined Statements of Assets and Liabilities Fair

Value Combined Statements of Assets and Liabilities Fair

Crude Oil Tanker Index Rates Market Risk Receivable on open futures contracts $ 825,287 * Payable on open futures contracts $ -

* Represents cumulative depreciation 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, 2024

Location of Gain (Loss) on Derivatives

Derivatives Location of Gain (Loss) on Derivatives Realized

in Income Change in

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.

Crude Oil Tanker Index Rates Market Risk Net realized gain on futures contracts and/or change in unrealized gain (loss) on futures contracts $ 827,253 $ ( 941,167 )

The futures contracts open at June 30, 2024

are indicative of the activity for the year ended June 30, 2024.

BREAKWAVE TANKER SHIPPING ETF

The Effect of Derivative Instruments on the

Combined Statements of Operations

For the Year Ended June 30, 2023

Derivatives Location of Gain (Loss) on Derivatives Realized

in Income Change in

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 $ 375,516 $ 825,287

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

4 unchanged sentences

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

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 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.

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 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 $ 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 .

to the undertaking, 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.

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

At June 30, 2024, BDRY is subject to potential future repayments of $ 23,879 to Breakwave.

The potential future repayments expire

during the year ending June 30, 2027 in the amount of $ 23,879 .

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.

The waiver of BWET’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 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.

At June 30, 2024, BWET is subject to potential future repayments of $ 414,557 to Breakwave.

The potential future repayments

expire during the years ending June 30, 2026 and 2027 in the amounts of $ 80,669 and $ 333,888 , respectively.

The Funds currently accrue their daily

5 unchanged sentences

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

In the case of BWET, expenses absorbed by the Sponsor aggregated $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.

(b) The Administrator, Custodian, Fund Accountant

and Transfer Agent

Each Fund has appointed U.S.

7 unchanged sentences

Bank and U.S.

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

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.

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

Each Fund has agreed to pay

Bank 0.03 % of average assets under management (“AUM”), with a $ 25,000 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

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.

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 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

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.

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

Pursuant to the respective Marketing Agent Agreements between the Sponsor, each Fund and the former Distributor, the former Distributor

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.

The Distributor also

assisted with the processing of creation and redemption orders.

Effective 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, with a minimum of approximately $ 10,000 payable annually.

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.

principal business office is located in Portland, ME.

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.

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.

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 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.

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

(d) The Commodity Broker

Marex 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.

The 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.

The 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 $ 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 and 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 Statement of Operations.

(e) The Trustee

Under 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.

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

$ 2,508 and $ 4,603 , respectively, in trustee fees for years ended June 30, 2024 and 2023, which is included in Other Expenses in the Combined

Statements of Operations.

BWET incurred $ 2,508 and $ 397 in trustee fees for the year ended June 30, 2024, and 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.

(f) Routine Offering, Operational, Administrative

and Other Ordinary Expenses

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 $ 2,418,574 and $ 2,398,205 , respectively, during the years ended June 30, 2024 and 2023

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

The CTA fee waiver for BDRY by Breakwave was $ 23,879

and $ 22,434 respectively, for the years ended June 30, 2024 and 2023.

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, 2024 and 2023.

The 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 $ 524,980 and $ 115,479 for the year ended June 30, 2024, and for the period from May 3,

2023 (commencement of operations) to June 30, 2023 in routine offering, operational, administrative or other ordinary expenses.

The CTA fee waiver for BDRY by Breakwave was $ 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,

In 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 $ 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.

(g) Organizational and Offering Costs

Expenses 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.

Accordingly, 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.

During 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.

(h) Extraordinary Fees and Expenses

The 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 expenses.

Such extraordinary fees and expenses, by their nature,

are unpredictable in terms of timing and amount.

For the years ended June 30, 2024 and 2023, BDRY did not incur such expenses.

year ended June 30, 2024, and the period from May 3, 2023 (commencement of operations) to June 30, 2023, BWET did not incur

such expenses.

(5) Creations and Redemptions

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.

Each 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.

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

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 Combined 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

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 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.

(b) Share Transactions

BREAKWAVE DRY BULK SHIPPING ETF

Summary of Share Transactions for the Year Ended June 30, 2024

$ 112,635,604

Shares Redeemed

1 unchanged sentence

( 107,351,823 )

DRY BULK SHIPPING ETF

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

( 7,850,000 )

$ ( 68,850,945 )

BREAKWAVE DRY BULK SHIPPING ETF

Summary of Share Transactions

for the Year Ended June 30, 2023

$ 112,635,604

Shares Redeemed

1 unchanged sentence

( 61,398,051 )

BREAKWAVE TANKER SHIPPING ETF

Summary of Share Transactions

for the Year Ended June 30, 2024

Shares Redeemed

( 15,222,375 )

$ ( 1,762,007 )

TANKER SHIPPING ETF

BREAKWAVE 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 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.

(a) Investment Related Risk

The 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.

The 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.

Futures and options contracts have expiration

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).

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.

The 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.

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.

The 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 BDRY.

In 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.

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.

Volatility 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.

In addition, oil price volatility has increased

significantly, impacting tanker spot rate freight rates.

The Hamas-Israel conflict has stoked fears of

oil supply instability in the Middle East and globally.

While not having an immediate impact on global oil production or tanker trade

patterns, escalation or expansion of hostilities, interventions by other groups or nations, the imposition of economic sanctions on any

of the oil producing nations, disruption of shipping transit in the Straits of Hormuz or other significant trade routes, or similar outcomes

could lead to oil supply instability.

The conflict is ongoing and, should it escalate and expand toother oil producing nations in the

region, it may have a profound negative impact on oil prices and, as a result, the supply and demand for freight that could have a negative

impact on spot freight rates for dry bulk and liquid freight and on Freight Futures.

In 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

(b) Liquidity Risk

In 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 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 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

Under these circumstances, the Funds may have difficulty achieving their investment objectives which may adversely impact

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.

(7) Profit and Loss Allocations and Distributions

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.

Pursuant 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.

(8) Indemnifications

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.

The 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, 2024, 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.

(9) Termination

The term of each Fund is perpetual unless terminated

earlier in certain circumstances as described in the applicable Prospectus.

(10) Net Asset Value and Financial Highlights

Funds are presenting, as applicable, the following net asset value and financial highlights related to investment performance for a Share

outstanding throughout the years ended June 30, 2023 and 2022, respectively.

The net investment income and total expense ratios are calculated

using average net assets.

The net asset value presentation is calculated by dividing each Fund’s net assets by the average daily

number of Shares outstanding.

The net investment income (loss) and expense ratios have been annualized.

The total return is based on

the change in net asset value and market value of the Shares during the period.

An individual investor’s return and ratios may

vary based on the timing of their transactions in Fund Shares.

The Funds are presenting, as applicable, the following

net asset value and financial highlights related to investment performance for a Share outstanding throughout the years ended June 30,

2024 and 2023, respectively.

The net investment income and total expense ratios are calculated using average net assets.

The net asset

value presentation is calculated by dividing each Fund’s net assets by the average daily number of Shares outstanding.

The net investment

income (loss) and expense ratios have been annualized.

The total return is based on the change in net asset value and market value of

the Shares during the period.

An individual investor’s return and ratios may vary based on the timing of their transactions in Fund

BREAKWAVE DRY BULK

9 unchanged sentences

Market Value per Share, end of year

Ratios to Average Net Assets**

Expense Ratio****

Expense Ratio**** before Waiver/Assumption

Net Investment Income (Loss)

Total Return, at Net Asset Value***

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.

**** 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.

Ratios to Average Net Assets (b)

Expense Ratio (b)

Expense Ratio (b)(c)

before Waiver/Assumption

Net Investment Income (Loss) (b)

Total Return,

at Net Asset Value (d)

Total Return,

at Market Value (d)

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

(b) Percentages are annualized.

plus brokerage commissions, interest expense, and extraordinary expenses, if any.

(d) Percentages are not annualized.

Report of Independent Registered Public Accounting

To the Sponsor and Shareholders of

ETF Managers Group Commodity Trust I

Amplify Commodity Trust

Opinion on the financial statements

We have audited the following:

● 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.

accompanying combined 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 Amplify Commodity Trust (the “Trust”), including

the combined schedules of investments of the Funds and the combined schedules of

the Trust, as of June 30, 2024 and 2023, 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;

accompanying combined statements of operations, changes in net assets and cash flows of the

Funds, and the combined schedules of the Trust, for the year ended June 30, 2024

accompanying statements of operations, changes in net assets and cash flows of BDRY for the

year ended June 30, 2023 and the accompanying statements of operations, changes in net assets

and cash flows of BWET for the period from May 3, 2023 (commencement of operations) to June

accompanying combined statements of operations, changes in net assets and cash flows of the

Trust for the year ended June 30, 2023

above are collectively referred to as the “financial statements.”

related notes to 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, 2024 and June 30, 2023, 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.

9 unchanged sentences

September 27, 2024

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

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