What changed in this filing

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Item 9A. Controls and Procedures

2025-09-26 compared with 2024-09-27 · 116 added, 116 removed, 268 unchanged (46% of the section changed)

1 unchanged sentence

Disclosure Controls and Procedures

The Trust and each of BDRY and BWET maintain disclosure

The Trust and each of BRDY and BWET maintain disclosure

controls and procedures that are designed to ensure that material information required to be disclosed in the Trust’s periodic reports

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and BWET’s controls and procedures and have concluded that the disclosure controls and procedures of the Trust and each of BRDY

and BWET have been effective as of the end of the period covered by this annual report on Form 10-K.

and BWET have been effective as of the end of the period covered by this quarterly report on Form 10-Q.

Management’s Annual Report on Internal

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the effectiveness of each of the internal control over financial reporting for each of the Trust, BRDY and BWET as of June 30, 2025.

In making this assessment, it used the criteria in the Internal Control - Integrated framework issued by the Committee of Sponsoring Organizations

making this assessment, it used the criteria in the Internal Control - Integrated framework issued by the Committee of Sponsoring Organizations

of the Treadway Commission in 2013.

Based on the assessment, Management believes that, as of June 30, 2024, the internal control

over financial reporting is effective for the Trust and each of BRDY and BWET.

Based on the assessment, Management believes that, as of June 30, 2025, the internal control over

financial reporting is effective for the Trust and each of BRDY and BWET.

The Trust confirms that the certifications of

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Change in Internal Control Over Financial Reporting

There were no changes in the Trust’s or

the Funds’ internal control over financial reporting during the last fiscal quarter that have materially affected, or are reasonably

likely to materially affect, the Trust’s or each of the Funds internal control over financial reporting.

There were no changes in the Trust’s, BRDY’s

or BWET’s internal control over financial reporting during the last fiscal quarter that have materially affected, or are reasonably

likely to materially affect, the Trust’s , BRDY’s or BWET’s internal control over financial reporting.

Other Information.

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modified or terminated trading plans under either a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item

408 of Regulation S-K of the Securities Act of 1933) for the Trust or the Funds for the three months ended June 30, 2024.

408 of Regulation S-K of the Securities Act of 1933) for the Trust or the Funds for the year ended June 30, 2025.

Disclosure Regarding Foreign Jurisdictions

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stake in Amplify.

Amplify also was listed as a principal of the Sponsor, due to its controlling stake, on June 14, 2023.

Amplify was also listed as a principal of the Sponsor, due to its controlling stake, on June 14, 2023.

has been the Chief Executive Officer and President of the Sponsor since January 2015.

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and its accounting procedures.

serves as the Chief Operating Officer of the Sponsor since February 2023.

Wilding was listed as a principal, as that term is defined

in CFTC Rule 3.1, of the Sponsor on August 8, 2023.

Wilding is overseeing and managing the implementation of all elements of operations

Wilding serves

as the Chief Operating Officer of the Sponsor since February 2023.

Wilding was listed as a principal, as that term is defined in CFTC

Rule 3.1, of the Sponsor on August 8, 2023.

Wilding is overseeing and managing the implementation of all elements of operations of

Wilding has served as the Secretary of the Amplify Funds since February 2023 and as General Counsel and Chief Compliance

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been President of the Sponsor since November 2018.

Belden was listed as a principal, as that term is defined in CFTC Rule 3.1, of

the Sponsor on September 21, 2023.

Belden was listed as a principal, as that term is defined in CFTC Rule 3.1,of the

Sponsor on September 21, 2023.

Belden manages the day-to-day operations of the firm.

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Commodity Trading Advisor

The Sponsor has also entered into a Licensing

and Services Agreement with Breakwave.

Under this agreement, Breakwave has agreed to compose and maintain the BDRY and BWET Benchmark

Portfolios and license to the Sponsor the use of the BDRY and BWET Benchmark Portfolios.

The Sponsor has also entered into a Licensing and Services Agreement

with Breakwave.

Under this agreement, Breakwave has agreed to compose and maintain the BDRY and BWET Benchmark Portfolios and license

to the Sponsor the use of the BDRY and BWET Benchmark Portfolios.

Breakwave is a limited liability company.

following individual is the President, sole investment professional and Principal, as that term is defined in CFTC Rule 3.1:

The following individual

is the President, sole investment professional and Principal, as that term is defined in CFTC Rule 3.1:

John Kartsonas .

John Kartsonas is

the Principal and Managing Partner of Breakwave Advisors LLC., a Commodity Trading Advisory firm based in New York.

Kartsonas was

listed as a principal of the Sponsor on May 17, 2017.

He has been a registered associated person and an NFA associate member of Breakwave

since May 17, 2017.

From 2017 to the present Mr.

Kartsonas has also served as a Director of Seanergy Maritime, an international shipping

company listed in the Nasdaq Capital Market.

John Kartsonas is the Principal and Managing

Partner of Breakwave Advisors LLC., a Commodity Trading Advisory firm based in New York.

Kartsonas was listed as a principal of the

Sponsor on May 17, 2017.

He has been a registered associated person and an NFA associate member of Breakwave since May 17, 2017.

2017 to the present Mr.

Kartsonas has also served as a Director of Seanergy Maritime, an international shipping company listed in the

Nasdaq Capital Market.

Prior to that, Mr.

Kartsonas was a Senior Portfolio Manager at Carlyle Commodity Management

from October 2012 to January 2017, a commodity-focused investment firm based in New York and part of the Carlyle Group.

responsible for the firm’s Shipping and Freight investments.

During his tenure, he managed one of the largest freight futures funds

Kartsonas received his MBA from the Simon School of Business, University of Rochester.]

Kartsonas was a Senior Portfolio Manager at Carlyle Commodity Management from October 2012 to

January 2017, a commodity-focused investment firm based in New York and part of the Carlyle Group.

He was responsible for the firm’s

Shipping and Freight investments.

During his tenure, he managed one of the largest freight futures funds globally.

Kartsonas received

his MBA from the Simon School of Business, University of Rochester.

Code of Ethics

The Sponsor has adopted a Code of Business Conduct

and Ethics (the “Code of Ethics”) which applies to all of its officers (including senior financial officers) and employees;

the Sponsor’s Code of Ethics covers all officers and employees that manage the Trust and the Funds.

A printed copy of the Code of

Ethics is available to any person free of charge, upon request, by contracting the Sponsor at:

The Sponsor has adopted a Code of Business Conduct and Ethics (the

“Code of Ethics”) which applies to all of its officers (including senior financial officers) and employees;

the Sponsor’s

Code of Ethics covers all officers and employees that manage the Trust and the Funds.

A printed copy of the Code of Ethics is available

to any person free of charge, upon request, by contacting the Sponsor at:

Amplify Commodity Trust

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Executive Compensation.

The Funds have no employees, officers or directors

and are managed by the Sponsor.

The Funds have no employees, officers or directors and are managed

by the Sponsor.

None of the directors or officers of the Sponsor receive compensation from the Funds.

The Sponsor receives a management fee from BDRY,

monthly in arrears, in an amount equal to the greater of 0.15% per annum on the daily NAV of BDRY or $125,000.

The Sponsor receives a

management fee from BWET, monthly in arrears, in an amount equal to the greater of 0.30% per annum on the daily NAV of BWET or $50,000.

The Sponsor has contractually agreed to assume the Funds’ expenses (excluding brokerage fees, interest expense, and extraordinary

expenses) in order to cap each Funds’ total annual expenses at 3.50% per annum through March 31, 2025.

The management fees

paid to the Sponsor by BDRY amounted to $125,001 and $128, for the years ended June 30, 2024 and 2023, respectively.

The management fees

paid to the Sponsor by BWET amounted to $50,001 and $8,083 for year ended June 30, 2024, and the period from May 3, 2023 (commencement

of operations) to June 30, 2023.

The Sponsor receives a management fee from BDRY, monthly in arrears,

in an amount equal to the greater of 0.15% per annum on the daily NAV of BDRY or $125,000.The Sponsor receives a management fee from BWET,

monthly in arrears, in an amount equal to the greater of 0.30% per annum on the daily NAV of BWET or $50,000.The Sponsor has contractually

agreed to assume the Funds’ expenses (excluding brokerage fees, interest expense, and extraordinary expenses) in order to cap each

Funds’ total annual expenses at 3.50% per annum through December 31, 2025.

The management fees paid to the Sponsor by BDRY amounted

to $125,002 and $125,001, for the year ended June 30, 2025 and 2024, respectively.

The management fees paid to the Sponsor by BWET amounted

to $50,001 and $50,001 for year ended June 30, 2025 and 2024, respectively.

The Sponsor also provides Principal Financial

Officer, Chief Compliance Officer, Regulatory Reporting and Wholesale Support services to the Funds.

The fees for each service provided

to BDRY for the year ended June 30, 2024, all of which had been paid, or accrued, at June 30, 2024, were as follows:

Officer, Chief Compliance Officer, Regulatory Reporting, Legal, and Wholesale Support services to the Funds.

The fees for each service

provided to BDRY for the year ended June 30, 2025, all of which had been paid, or accrued, at June 30, 2025, were as follows:

Principal Financial Officer

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Wholesale Support

The fees for the above services provided to BWET

for the year ended June 30, 2024, all of which had been paid, or accrued, at June 30, 2024, were as follows:

The fees for the services provided to BWET for

the year ended June 30, 2025, all of which had been paid, or accrued, at June 30, 2025, were as follows:

Principal Financial Officer

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Security Ownership of Certain Beneficial Owners.

The following table sets forth shares as of June 30, 2024, information with respect to each person known to own beneficially more

than 5% of the outstanding shares of any series in the Trust:

The following table sets forth shares as of June 30, 2025, information with respect to each person known to own beneficially more than

5% of the outstanding shares of any series in the Trust:

Series of the Trust

of Beneficial

Citibank 3801 Citibank Center

B/3RD Floor/Zone 12

Tampa, Florida 33610

585,183 shares

Charles Schwab & Co Inc.

211 Main Street San Francisco,

California 94105-1905

Name and Address of Beneficial Owner

Amount and Nature of Beneficial Ownership

Percent of Class

Canaccord Genuity Wealth Management

609 Granville St, Unit 2200

Vancouver, BC V7Y 1K8

3,019,570 shares

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Greenwich, CT 06830

National Financial Services LLC

499 Washington Boulevard

Jersey City, New Jersey

2,030,029 shares

3801 Citibank Center

B/3RD Floor/Zone 12

Tampa, Florida 33610

1,457,607 shares

Charles Schwab & Co Inc.

2423 E Lincoln Dr,

Phoenix, AZ 85016-1215

1,067,088 shares

Morgan Stanley Smith Barney LLC

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33,397 shares

Charles Schwab & Co Inc.

211 Main Street San Francisco,

California 94105-1905

National Financial Services LLC

499 Washington Boulevard

Jersey City, New Jersey 07310-1995

20,264 shares

Citibank 3801 Citibank Center

3801 Citibank Center

B/3RD Floor/Zone 12

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15,991 shares

Morgan Stanley & Co International PLC

35 Cabot Square

Canary Wharf, London

Morgan Stanley & Co International

1300 Thames Street, 5th Floor

Baltimore, Maryland 21231

11,000 shares

JP Morgan Chase Bank, National Association

14201 Dallas Parkway,

Chase International Plaza

Dallas, TX 75254-2916

Davidson & Co.

Monroe Street, #5250

Chicago, Illinois 60606

Brown Brothers Harriman & Co

525 Washington Boulevard

Jersey City, New Jersey 07310

Charles Schwab & Co Inc.

2423 E Lincoln Dr,

Phoenix, AZ 85016-1215

One Pershing Plaza

Jersey City, New Jersey 07399

Security Ownership of Management.

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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.

This change in control did not affect the Trust,

its shareholders or an investment in the Funds’ shares in any way.

Certain Relationships and Related

Transactions, and Director Independence.

In connection with this change of Sponsor, Trust changed its

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

This change in control did not affect the Trust, its

shareholders or an investment in the Funds’ shares in any way.

Certain Relationships and Related Transactions, and Director

Independence.

Certain Relationships and Related Transactions

See Items 11 and 12.

Neither the Trust nor the Funds entered into any

transaction in excess of $120,000 in which any related person had a direct or indirect material interest and the Trust and the Funds do

not propose to enter into any such transaction.

Neither the Trust nor the Funds entered into any transaction in excess

of $120,000 in which any related person had a direct or indirect material interest and the Trust and the Funds do not propose to enter

into any such transaction.

Director Independence

As an unincorporated entity, the registrant does

not have a Board of Directors.

As an unincorporated entity, the registrant does not have a Board of

Principal Accountant Fees and Services.

The fees for services accrued and/or billed to

BDRY and to BWET by its independent auditors for the year ended June 30, 2024 and 2023 were as follows:

Audit-Related Fees

All Other Fees

Approval of Independent Registered Public Accounting

Firm Services and Fees

The fees for services accrued and/or billed to BDRY and to BWET by

its independent auditors for the years ended June 30, 2025 and 2024 were as follows:

Approval of Independent Registered Public Accounting Firm Services

The Sponsor approved all of the services provided

by WithumSmith+Brown, PC to the Funds described above.

by Cohen & Company, Ltd to the Funds described above.

The Sponsor pre-approves all audit and allowed non-audit services of the Funds’

independent registered public accounting firm, including all engagement fees and terms.

On November 5, 2024, the Sponsor dismissed WithumSmith+Brown

PC as the Trust’s independent registered public accounting firm and appointed Cohen & Company, Ltd.

as the Trust’s independent

registered public accounting firm beginning with the fiscal quarter ending September 30, 2024.

Exhibits and Financial Statement Schedules

See Index to Financial Statements on page 44.

No financial statement schedules are filed herewith because

(i) such schedules are not required or (ii) the information required has been presented in the aforementioned financial statements.

No financial statement schedules are filed herewith because (i) such schedules are not required or (ii)

the information required has been presented in the aforementioned financial statements.

Exhibits required to be filed by Item 601 of Regulation S-K.

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333-263425,filed on February 2, 2024.)

Expense Limitation Agreement with respect to BDRY.

(Filed herewith.)

Fee Waiver Agreement with respect to BWET.

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333-266945, filed on February 2, 2024.)

Expense Limitation Agreement with respect to BWET.

(Filed herewith) .

Sponsor Transfer Agreement (Incorporated by reference to Post-Effective Amendment No.

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1 to the Sponsor Transfer Agreement (Incorporated by reference to Post-Effective Amendment No.

3 to Registration Statements No.

333-263425, filed on February 15, 2024)

3 to Registration Statements No.333-263425, filed on February 15, 2024)

Consent of Potter Anderson & Corroon LLP.

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333-263425,filed on February 15, 2024)

Consent of WithumSmith & Brown, P.C.

Consent of Cohen & Company, Ltd.

as to the Trust (Filed herewith.)

Consent of WithumSmith & Brown, P.C.

as to the Sponsor.

(Incorporated by reference to the Trust’s Current Report on Form 8-K, filed on April 28, 2022.)

as to the Trust.

(Filed herewith.)

Certification by the Principal Executive Officer of the Registrant pursuant to Rules 13a-14 and 15d-14 of the Exchange Act.

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thereunto duly authorized.

Amplify Commodity Trust

Amplify Commodity Trust (Registrant)

Amplify Investments LLC

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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 9A. Controls and Procedures