Annual report [Section 13 and 15(d), not S-K Item 405]



>


























UNITED
STATES








SECURITIES
AND EXCHANGE COMMISSION








Washington,
D.C. 20549














FORM

10-K


















Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934














for
the fiscal year ended


June 30

,

2021


.














or

















Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934














for
the transition period from               to               .














Commission
file number:

001-36851
















ETF
Managers Group Commodity Trust I









(Exact
name of registrant as specified in its charter)


























Delaware










36-4793446






(State or other jurisdiction of


incorporation or organization)








(I.R.S. Employer


Identification No.)















30
Maple Street



Suite 2










Summit

,

NJ


07901









(Address
of principal executive offices) (Zip code)















(908)


897-0518









(Registrant’s
telephone number, including area code)














Securities
registered pursuant to Section 12(b) of the Act:





























Title of Each Class








Trading Symbol(s)








Name Of Each Exchange On Which Registered





Shares of Breakwave Dry Bulk


Shipping ETF








BDRY








NYSE Arca, Inc.














Securities
registered pursuant to Section 12(g) of the Act: None













Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒

No













Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☒

No













Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. ☒

Yes

☐ No












Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). ☒

Yes

☐ No












Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

























Large accelerated filer ☐



Accelerated filer ☐




Non-accelerated filer





Smaller reporting company









Emerging Growth Company















If
an emerging growth company, indicate by check mark if the registrant has elected to not use the extend transition period for complying
with any new or revised financial reporting standards provided pursuant to Section 13(a) of the Exchange Act. ☐












Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒

No













The
aggregate market value of the registrant’s shares held by non-affiliates of the registrant as of December 31, 2020 was:
$

24,447,500

. (BDRY)












The
registrant had

2,925,040

outstanding shares as of September 1, 2021. (BDRY)























































ETF
Managers Group Commodity Trust I








Table
of Contents


























































































































































































































Page






Part
I.









Item
1. Business.




1










Item
1A. Risk Factors.




14










Item
1B. Unresolved Staff Comments.




14










Item
2. Properties.




14










Item
3. Legal Proceedings.




14










Item
4. Mine Safety Disclosures.




14











Part
II.









Item
5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.




15










Item
6. Selected Financial Data.




16










Item
7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.




16










Item
7A. Quantitative and Qualitative Disclosures About Market Risk.




26










Item
8. Financial Statements and Supplementary Data.




27










Item
9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.




54










Item
9A. Controls and Procedures.




54










Item
9B. Other Information.




54





Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.


54










Part
III.









Item
10. Directors, Executive Officers and Corporate Governance.




55










Item
11. Executive Compensation.




56










Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.




57










Item
13. Certain Relationships and Related Transactions, and Director Independence.




58










Item
14. Principal Accountant Fees and Services.




58











Part
IV.









Item
15. Exhibits and Financial Statement Schedules.




59










Exhibit
Index.




60










Signatures.




62

















i

























Part
I

















Item
1. Business
















The
Trust and the Funds













ETF
Managers Group Commodity Trust I (the “Trust”) was organized as a Delaware statutory trust on July 23, 2014. The Trust
is a series trust formed pursuant to the Delaware Statutory Trust Act and currently includes one series: Breakwave Dry Bulk Shipping
ETF (“BDRY,” or the “Fund”) is a commodity pool that continuously issues shares of beneficial interest that
may be purchased and sold on the NYSE Arca.

SIT Rising Rate ETF (“RISE”) also operated as a series of the Trust,
but was liquidated on November 18, 2020 at its final net asset value as of that date.












BDRY
commenced investment operations on March 22, 2018. BDRY commenced trading on the NYSE Arca on March 22, 2018 and trades under the symbol
“BDRY.”












The
principal office of the Trust and the Fund is located at 30 Maple Street, Suite 2, Summit, NJ 07901. The telephone number is (844) 383-6477.













The
Sponsor













The
Fund is managed and controlled by ETF Managers Capital LLC (the “Sponsor”), a single member limited liability company that
was formed in the state of Delaware on June 12, 2014. The Fund pays the Sponsor a management fee. The Sponsor maintains its main business
office at 30 Maple Street, Suite 2, Summit, NJ 07901. The Sponsor’s telephone number is (844) 383-6477.












The
Fund is a “commodity pool” as defined by the Commodity Exchange Act (“CEA”). Consequently, the Sponsor has registered
as a commodity pool operator (“CPO”) with the Commodity Futures Trading Commission (“CFTC”) and is a member of
the National Futures Association (“NFA”).












The
Sponsor is a wholly-owned subsidiary of Exchange Traded Managers Group LLC (“ETFMG”), a limited liability company domiciled
and headquartered in New Jersey.
















1

























Breakwave
Dry Bulk Shipping ETF
















BDRY
Investment Objective













BDRY’s
investment objective is to provide investors with exposure to the daily change in the price of dry bulk freight futures by tracking the
performance of a portfolio (the “BDRY Benchmark Portfolio” ) consisting of exchange-cleared futures contracts on the cost
of shipping dry bulk freight (“Freight Futures”). BDRY seeks to achieve its investment objective by investing substantially
all of its assets in the Freight Futures currently constituting the BDRY Benchmark Portfolio.












The
BDRY Benchmark Portfolio is maintained by Breakwave Advisors LLC (“Breakwave”), which also serves as BDRY’s Commodity
Trading Advisor (“CTA”). The BDRY Benchmark Portfolio is maintained by Breakwave and will be rebalanced annually.













BDRY
Commodity Trading Advisor













Breakwave
serves as BDRY’s CTA. Breakwave is a Delaware limited liability company.












Breakwave
is registered as a CTA with the CFTC and is a member of the NFA.












Breakwave
provides its services to BDRY under a Services Agreement with the Sponsor. Under this agreement, Breakwave has agreed to compose and
maintain the BDRY Benchmark Portfolio and license to the Sponsor the use of the BDRY Benchmark Portfolio.













BDRY
Investing Strategy













BDRY
seeks to achieve its investment objective by investing substantially all of its assets in the Freight Futures currently constituting
the BDRY Benchmark Portfolio. The BDRY Benchmark Portfolio will include all existing positions to maturity and settle them in cash. During
any given calendar quarter, the BDRY Benchmark Portfolio will progressively increase its position to the next calendar quarter three-month
strip, thus maintaining constant exposure to the Freight Futures market as positions mature.












The
BDRY Benchmark Portfolio will maintain long-only positions in Freight Futures. The BDRY Benchmark Portfolio will include a combination
of Capesize, Panamax and Supramax Freight Futures. More specifically, the BDRY Benchmark Portfolio will include 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 will not include and BDRY will 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 will be 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 futures commission merchant (“FCM”).
On a daily basis, BDRY will be 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 BDRY’s FCM will generally
be held at BDRY’s custodian in cash or cash equivalents, as discussed below.












BDRY
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 U.S. Treasuries and for other liquidity purposes and to meet redemptions that may be necessary
on an ongoing basis. BDRY may also realize interest income from its holdings in U.S. Treasuries or other market rate instruments.
















2























BDRY
Benchmark Portfolio













The
BDRY Benchmark Portfolio is maintained by Breakwave, which also serves as BDRY’s CTA. The BDRY Benchmark Portfolio consists of
the Freight Futures, which are a three-month strip of the nearest calendar quarter of futures contracts on specified indexes (each a
“Reference Index”) that measure rates for shipping dry bulk freight. Each Reference Index is published each United Kingdom
business day by the London-based Baltic Exchange Ltd. (the “Baltic Exchange”) and measures the charter rate for shipping
dry bulk freight in a specific size category of cargo ship – Capesize, Panamax or Supramax. The three Reference Indexes are as
follows:


























Capesize

:
the Capesize 5TC Index;


























Panamax

:
the Panamax 4TC Index; and


























Supramax

:
the Supramax 10TC Index.












The
Freight Futures currently constituting the BDRY Benchmark Portfolio as of June 30, 2021 include:







































































































Name








Ticker








Market


Value USD







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






BFFAP
N21 Index






$



16,372,965






BALTIC
EXCHANGE PANAMAX T/C AVERAGE SHIPPING ROUTE INDEX - AUG 21






BFFAP
Q21 Index









16,231,590






BALTIC
EXCHANGE PANAMAX T/C AVERAGE SHIPPING ROUTE INDEX - SEP 21






BFFAP
U21 Index









15,374,205






BALTIC
EXCHANGE SUPRAMAX T/C AVERAGE SHIPPING ROUTE INDEX - JUL 21






S58FM
N21 Index









3,621,450






BALTIC
EXCHANGE SUPRAMAX T/C AVERAGE SHIPPING ROUTE INDEX - AUG 21






S58FM
Q21









3,683,610






BALTIC
EXCHANGE SUPRAMAX T/C AVERAGE SHIPPING ROUTE INDEX - SEP 21






S58FM
U21









3,427,200






BALTIC
CAPESIZE TIME CHARTER - JUL 21






BFFATC
N21 Index









15,947,020






BALTIC
CAPESIZE TIME CHARTER - AUG 21






BFFATC
Q21 Index









17,744,375






BALTIC
CAPESIZE TIME CHARTER - SEP 21






BFFATC
U21 Index









17,442,220















The
value of the Capesize 5TC Index is disseminated at 11:00 a.m., London Time and the value of the Panamax 4TC Index and the Supramax 10TC
Index are each disseminated at 1:00 p.m., London Time. The Reference Index information disseminated by the Baltic Exchange also includes
the components and value of each component in each Reference Index. Such Reference Index information also is widely disseminated by Reuters
and/or other major market data vendors.













BDRY
Trading Policies















Liquidity














BDRY
invests principally in exchange cleared futures that, in the opinion of the Sponsor, are traded in sufficient volume to permit the ready
taking of orders in these financial interests.














Leverage














The
Sponsor endeavors to have the value of the Fund’s Treasury Securities, cash and cash equivalents, whether held by the Fund or posted
as margin or collateral, at all times approximate the aggregate market value of its obligations under the Fund’s Freight Futures
interests, adjusted for the proportion of the current month’s Freight Futures contracts whose value has already been assessed.














Borrowings














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
















3
























Pyramiding














BDRY
does not and will not employ the technique, commonly known as pyramiding, in which the speculator uses unrealized profits on existing
positions as variation margin for the purchase of additional positions in the same commodity interest.














No
Distributions














The
Sponsor has discretionary authority over all distributions made by BDRY. In view of BDRY’s objective of seeking significant
capital appreciation, the Sponsor currently does not intend to cause BDRY to make any distributions, but, has the sole discretion to
do so from time to time.














Margin
Requirements and Marking-to-Market Futures Positions














“Initial
margin” is an amount of funds that must be deposited by a commodity trader with the trader’s broker to initiate an open position
in futures contracts. A margin deposit is like a cash performance bond. It helps assure the trader’s performance of the futures
contracts that he or she purchases or sells. Futures contracts are customarily bought and sold on initial margin that represents a small
percentage of the aggregate purchase or sales price of the contract. The amount of margin required in connection with a particular futures
contract is set by the exchange on which the contract is traded. Brokerage firms, such as BDRY’s clearing broker, carrying accounts
for traders in commodity interest contracts may require higher amounts of margin as a matter of policy to further protect themselves.












Futures
contracts are marked to market at the end of each trading day and the margin required with respect to such contracts is adjusted accordingly.
This process of marking-to-market is designed to prevent losses from accumulating in any futures account. Therefore, if BDRY’s
futures positions have declined in value, BDRY may be required to post “variation margin” to cover this decline. Alternatively,
if BDRY’s futures positions have increased in value, this increase will be credited to BDRY’s account.













Futures
Contracts













The
Fund enters into futures contracts to gain exposure to changes in the value of the Benchmark Portfolio. A futures contract obligates
the seller to deliver (and the purchaser to accept) the future cash settlement of a specified quantity and type of a treasury futures
contract at a specified time and place. The contractual obligations of a buyer or seller of a treasury futures contract may generally
be satisfied by making an offsetting sale or purchase of an identical futures contract on the same or linked exchange before the designated
date of delivery.












Upon
entering into a futures contract, the Fund is required to deposit and maintain as collateral at least such initial margin as required
by the exchange on which the transaction is affected. The initial margin is segregated as cash held by broker, as disclosed in the Statements
of Assets and Liabilities, and is restricted as to its use. Pursuant to the futures contract, the Fund agrees to receive from or pay
to the broker an amount of cash equal to the daily fluctuation in value of the futures contract. Such receipts or payments are known
as variation margin and are recorded by the Fund as unrealized gains or losses. The Fund will realize a gain or loss upon closing a futures
transaction.












Futures
contracts involve, to varying degrees, elements of market risk (specifically treasury price risk) and exposure to loss in excess of the
amount of variation margin. The face or contract amounts reflect the extent of the total exposure the Fund has in the particular classes
of instruments. Additional risks associated with the  use of futures contracts include imperfect correlation between movements in
the price of the futures contracts and the market value of the underlying securities and the possibility of an illiquid market for a
futures contract. With futures contracts, there is minimal counterparty risk to the Fund since futures contracts are exchange-traded
and the exchange’s clearinghouse, as counterparty to all exchange-traded futures contracts, guarantees the futures contracts against
default.













The
Fund’s Service Providers















Administrator,
Custodian, Fund Accountant, and Transfer Agent














The
Fund has appointed U.S. Bank, a national banking association, with its principal office in Milwaukee, Wisconsin, as the custodian (the
“Custodian”). Its affiliate, U.S. Bancorp Fund Services, is the Fund accountant (the “Fund Accountant”) of the
Fund, transfer agent (the “Transfer Agent”) for the Fund’s shares and administrator for the Fund (the “Administrator”).
It performs certain administrative and accounting services for the Fund and prepares certain SEC, NFA and CFTC reports on behalf of the
Fund. (U.S. Bank and U.S. Bancorp Fund Services are referred to collectively hereinafter as “U.S. Bank”).














Distributor














ETFMG
Financial LLC, a wholly-owned subsidiary of ETFMG (the “Distributor”), has provided statutory and wholesaling distribution
services to BDRY since it commenced trading on the NYSE Arca on March 22, 2018.
















4






















The
Fund pays the Distributor an annual fee for statutory and wholesaling distribution services and related administrative services equal
to the greater of $15,000 or 0.02% of the Fund’s average daily net assets, payable monthly. Pursuant to the Marketing Agent Agreement
between the Sponsor, the Fund and the Distributor, the Distributor assists the Sponsor and the Fund with certain functions and duties
relating to distribution and marketing services to the Fund, including reviewing and approving marketing materials and certain regulatory
compliance matters. The Distributor also assists with the processing of creation and redemption orders.












In
no event will the aggregate compensation paid to the Distributor and any affiliate of the Sponsor for distribution-related services in
connection with the offering of shares exceed ten percent (10%) of the gross proceeds of the offering. The Distributor’s principal
business address is 30 Maple Street, Suite 2, Summit, New Jersey, 07901.














Trustee














Under
the respective Amended and Restated Declaration of Trust and Trust Agreement (each, a “Trust Agreement”) for the Fund, Wilmington
Trust Company, the Trustee of the Fund (the “Trustee”) serves as the sole trustee of the Fund in the State of Delaware. The
Trustee will accept service of legal process on the Fund in the State of Delaware and will make certain filings under the Delaware Statutory
Trust Act. Under the Trust Agreement for the Fund, the Sponsor has the exclusive management and control of all aspects of the business
of the Fund. The Trustee does not owe any other duties to the Fund, the Sponsor or the Shareholders of the Fund. The Trustee has no duty
or liability to supervise or monitor the performance of the Sponsor, nor does the Trustee have any liability for the acts or omissions
of the Sponsor.












BDRY
Futures Commission Merchant














ED&F
Man Capital Inc., (“ED&F Man”) a Delaware limited liability company, serves as BDRY’s clearing broker (the
“Commodity Broker”). In its capacity as clearing broker, the Commodity Broker executes and clear BDRY’s futures
transactions and performs certain administrative services for the Fund. Prior to November 6, 2020, Macquarie Futures USA LLC served
as BDRY’s clearing broker. ED&F Man is a futures commission merchant registered with the CFTC. BDRY pays 0.10% of nominal
value in brokerage commissions and approximately $12 per lot in clearing and exchange related fees (excluding the impact on the Fund
of creation and/or redemption activity).












ED&F
Man’s head office is at 140 East 45th Street, #18, New York, NY 10017.












There
have been no material administrative, civil or criminal actions brought, pending or concluded against ED&F Man or its principals
in the past five years.












Neither
ED&F Man nor any affiliate, officer, director or employee thereof have passed on the merits of the prospectus or offering, or give
any guarantee as to the performance or any other aspect of BDRY.












ED
& F Man is not affiliated with either BDRY or the Sponsor. Therefore, the Sponsor and BDRY do not believe that BDRY has any conflicts
of interest with ED&F Man or its trading principals arising from their acting as BDRY’s FCM.
















5
























Legal
Counsel














Sullivan
& Worcester LLP serves as legal counsel to the Trust and the Fund.













Fees
of the Funds















Management
and CTA Fees













BDRY pays the Sponsor a management fee (the
“Sponsor Fee”) in consideration of the Sponsor’s advisory services to the Fund. Additionally, BDRY pays
its commodity trading advisor a license and service fee (the “CTA Fee”).












BDRY
pays the Sponsor Fee, monthly in arrears, in an amount equal to the greater of 0.15% per year of BDRY’s average daily net assets,
or $125,000. BDRY’s Sponsor Fee is paid in consideration of the Sponsor’s management services to BDRY. BDRY also pays Breakwave
the CTA Fee monthly in arrears, for the use of BDRY’s Benchmark Portfolio in an amount equal to 1.45% per annum of BDRY’s
average daily net assets.












Breakwave
has agreed to waive its CTA Fee and the Sponsor has agreed to correspondingly assume the remaining expenses of BDRY so that
BDRY’s expenses do not exceed an annual rate of 3.50%, excluding brokerage commissions,
interest expense, and extraordinary expenses, of the value of BDRY’s average daily net assets (the “BDRY Expense
Cap”). The assumption of expenses and waiver of BDRY’s CTA Fee are contractual on the part of the Sponsor and Breakwave,
respectively, through September 30, 2022. If after that date, the Sponsor and/or Breakwave no longer assumed expenses or waived the
CTA Fee, respectively, BDRY could be adversely impacted, including in its ability to achieve its investment objective.












The
assumption of expenses by the Sponsor for BDRY, pursuant to the BDRY Expense Cap, amounted to $-0- and $284,850 for the year ended
June 30, 2021 and 2020, respectively, as disclosed in the Combined Statements of Operations. The waiver of Breakwave’s CTA
fees, pursuant to the undertaking, amounted to $39,184 and $60,769 for the year ended June 30, 2021 and 2020, respectively, as
disclosed in the Combined Statements of Operations. BDRY currently accrues its daily expenses based upon established individual
expense category amounts or the BDRY Expense Cap, whichever aggregate amount is less. At the end of each month, the accrued amount
is remitted to the Sponsor as the Sponsor is responsible for the payment of the routine operational, administrative and other
ordinary expenses of the Fund. BDRY’s total expenses amounted to $1,888,152 and $847,729 for the year ended June 30, 2021 and
2020, respectively.









Prior to its liquidation, RISE paid the sponsor $25,068 and $74,999 for the year ended June 30, 2021 and
2020, respectively, as disclosed in the Combined Statements of Operations.









Prior to its liquidation, RISE paid CTA
fees in the amount of $3,042 and $12,445 for the year ended June 30, 2021 and 2020, respectively, as disclosed in the Combined
Statements of Operations.
















6
























Administrator,
Custodian, Fund Accountant, and Transfer Agent Fees














BDRY
has agreed to pay U.S. Bank 0.05% of AUM, with a $45,000 minimum annual fee payable for its administrative, accounting and transfer
agent services and 0.01% of AUM, with an annual minimum of $4,800 for custody services. BDRY paid U.S. Bank $63,796 and $61,854
for the years ended June 30, 2021 and 2020, respectively, as disclosed in the Combined Statements of Operations.











Prior to its liquidation, RISE paid U.S.
Bank $19,486 and $57,601 for the year ended June 30, 2021 and 2020, respectively, as disclosed in the Combined Statements of
Operations.












Distribution
Fees













BDRY pays the Distributor an annual fee for statutory
and wholesaling distribution services and related administrative services equal to the greater of $15,000 or 0.02% of the Fund’s
average daily net assets, payable monthly. Pursuant to the Marketing Agent Agreement between the Sponsor, the Fund and the Distributor,
the Distributor assists the Sponsor and the Fund with certain functions and duties relating to distribution and marketing services to
the Fund, including reviewing and approving marketing materials and certain regulatory compliance matters. The Distributor also assists
with the processing of creation and redemption orders. BDRY incurred $15,821 and $16,497 in distribution and related administrative
services for the year ended June 30, 2021 and 2020, respectively, as disclosed in the Combined Statements of Operations.









BDRY pays the Sponsor for wholesale support services
at an annual rate of $25,000 plus 0.12% of BDRY’s average daily net assets, payable monthly. The Fund incurred $78,874 and $35,622
in wholesale support fees for the year ended June 30, 2021 and 2020, respectively, as disclosed in the Combined Statements of Operations.









Prior to its liquidation, RISE paid the Distributor
$5,116 and $15,539 in distribution and related administrative services for the year ended June 30, 2021 and 2020, respectively, as disclosed
in the Combined Statements of Operations.









Prior to its liquidation, RISE also paid the Sponsor
$1,522 and $6,223 in wholesale support fees for the year ended June 30, 2021 and 2020, respectively, as disclosed in the Combined Statements
of Operations.














Futures
Commission Merchant Fees













BDRY pays brokerage commissions, including applicable
exchange fees, NFA fees, give–up fees, pit brokerage fees and other transaction related fees and expenses charged in connection
with trading activities in CFTC regulated investments. Brokerage commissions on futures contracts are recognized on a half-turn basis.









The Sponsor does not expect brokerage
commissions and fees, on an annual basis, to exceed 0.40% (excluding the impact on the Fund of creation and/or redemption activity)
of the NAV of the Fund and for execution and clearing services to exceed $12 per lot on behalf of the Fund, although the actual
amount of brokerage commissions and fees in any year or any part of any year may be greater. The effects of trading spreads,
financing costs associated with financial instruments, and costs relating to the purchase of freight futures, Treasury Instruments
or similar high credit quality short-term fixed-income or similar securities are not included in the foregoing analysis. BDRY
incurred $518,616 and $208,650 in brokerage commissions and fees for the year ended June 30, 2021 and 2020, respectively, as
disclosed in the Combined Statements of Operations.









Prior to its liquidation, RISE incurred $1,424
and $4,961 in brokerage commissions and fees for the year ended June 30, 2021 and 2020, respectively, as disclosed in the Combined Statements
of Operations.














Other
Fees













The Fund is responsible for certain other
expenses, including professional services (e.g., outside auditor’s fees and legal fees and expenses), shareholder Form
K-1’s, tax return preparation, regulatory compliance, and other services provided by affiliated and non-affiliated service
providers. The fees for Principal Financial Officer, Chief Compliance Officer, and regulatory reporting services provided to the
Fund by the Sponsor each amount to $25,000 per annum.














Extraordinary
fees













The Fund pays all of its extraordinary fees
and expenses, if any. Extraordinary fees and expenses are fees and expenses which are non-recurring and unusual in nature, such as
legal claims and liabilities, litigation costs or indemnification or other unanticipated expenses. Such extraordinary fees and
expenses, by their nature, are unpredictable in terms of timing and amount.













Form
of Shares















Registered
Form














Shares
of the Fund are issued in registered form in accordance with the Trust Agreement for the Fund. U.S. Bank has been
appointed registrar and transfer agent for the purpose of transferring shares in certificated form. U.S. Bank keeps a record of all
limited partners and holders of the shares in certificated form in the registry (the “Register”). The Sponsor recognizes
transfers of shares in certificated form only if done in accordance with the respective Trust Agreement for the Fund. The
beneficial interests in such shares are held in book-entry form through participants and/or accountholders in the Depository Trust
Company (“DTC”).
















7



























Book
Entry














Individual
certificates are not issued for the shares. Instead, shares are represented by one or more global certificates, which are deposited by
the Administrator with, or on behalf of, DTC and registered in the name of Cede & Co., as nominee for DTC. The global certificates
evidence all of the shares outstanding at any time. Shareholders are limited to (1) participants in DTC such as banks, brokers, dealers
and trust companies (“DTC Participants”), (2) banks, brokers, dealers and trust companies who maintain, either directly or
indirectly, a custodial relationship with, or clear through, a DTC Participant (“Indirect Participants”), and (3) persons
holding interests in the shares through DTC Participants or Indirect Participants, in each case who satisfy the requirements for transfers
of shares.












Shareholders
will be shown on, and the transfer of Shares will be effected only through, in the case of DTC Participants, the records maintained by
the Depository and, in the case of Indirect Participants and Shareholders holding through a DTC Participant or an Indirect participant,
through those records or the records of the relevant DTC Participants or Indirect participants. Shareholders are expected to receive,
from or through which the Shareholder has purchased Shares, a written confirmation relating to their purchase of Shares.














DTC














DTC
is a limited purpose trust company organized under the laws of the State of New York and is a member of the Federal Reserve System, a
“clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency” registered
pursuant to the provisions of Section 17A of the Exchange Act. DTC holds securities for DTC Participants and facilitates the clearance
and settlement of transactions between DTC Participants through electronic book-entry changes in accounts of DTC Participants.













Calculating
NAV










The Fund’s NAV is calculated by:





















Taking the current market value of its total assets;





















Subtracting any liabilities; and





















Dividing that total by the total number of outstanding shares.









The Administrator calculates the NAV of the Fund
once each NYSE Arca trading day. The NAV for a particular trading day is released after 4:00 p.m. E.T. Regular trading on the NYSE Arca
typically closes at 4:00 p.m. E.T. The Administrator uses the Baltic Exchange settlement price for the Freight Futures and option contracts.
The Administrator calculates or determines the value of all other Fund investments using market quotations, if available, or other information
customarily used to determine the fair value of such investments as of the close of the NYSE Arca (normally 4:00 p.m. E.T.), in accordance
with the current Administrative Agency Agreement among U.S. Bancorp Fund Services, the Fund and the Sponsor.









In addition, in order to provide updated information
relating to the Fund for use by investors and market professionals, an updated indicative fund value (“IFV”) is made available
through on-line information services throughout the core trading hours of 9:30 a.m. E.T. to 4:00 p.m. E.T. on each trading day. The IFV
is calculated by using the prior day’s closing NAV per share of the Fund as a base and updating that value throughout the trading
day to reflect changes in the most recently reported trade price for the futures and/or options held by the Fund. Certain Freight Futures
brokers provide real time pricing information to the general public either through their websites or through data vendors such as Bloomberg
or Reuters. The IFV disseminated during NYSE Arca core trading hours should not be viewed as an actual real time update of the NAV, because
the NAV is calculated only once at the end of each trading day based upon the relevant end of day values of the Fund’s investments.









The IFV is disseminated on a per share basis every
15 seconds during regular NYSE Arca core trading session hours. The customary trading hours of the Freight Futures trading are 3:00 a.m.
E.T. to 12:00 p.m. E.T. This means that there is a gap in time at the beginning and/or the end of each day during which the Fund’s
shares are traded on the NYSE Arca, but real-time trading prices for contracts are not available. During such gaps in time the IFV will
be calculated based on the end of day price of such contracts from the Baltic Exchange immediately preceding the trading session. In addition,
other investments held by the Fund will be valued by the Administrator, using rates and points received from client-approved third party
vendors (such as Reuters and WM Company) and advisor or broker-dealer quotes. These investments will not be included in the IFV.









The NYSE Arca disseminates the IFV through the
facilities of CTA/CQ High Speed Lines. In addition, the IFV is published on the NYSE Arca’s website and is available through on-line
information services such as Bloomberg and Reuters.









Dissemination of the IFV provides additional information
that is not otherwise available to the public and is useful to investors and market professionals in connection with the trading of the
Fund’s shares on the NYSE Arca. Investors and market professionals are able throughout the trading day to compare the market price
of the Fund’s shares and the IFV. If the market price of the Fund’s shares diverges significantly from the IFV, market professionals
will have an incentive to execute arbitrage trades. For example, if the Fund’s shares appear to be trading at a discount compared
to the IFV, a market professional could the Fund’s shares on the NYSE Arca and take the opposite position in Freight Futures. Such
arbitrage trades can tighten the tracking between the market price of the Fund’s shares and the IFV and thus can be beneficial to
all market participants.
















8























Creation
and Redemption of Shares













The
Fund creates and redeems shares from time to time, but only in one or more Creation Baskets or Redemption Baskets. The creation and redemption
of baskets are only made in exchange for delivery to the Fund or the distribution by the Fund of the amount of cash represented by the baskets being created or redeemed, the amount of which is based on the combined NAV of the number of shares
included in the baskets being created or redeemed determined as of 4:00 p.m. E.T. on the day the order to create or redeem baskets is
properly received.












Authorized
Participants are the only persons that may place orders to create and redeem baskets. Authorized Participants must be (1) registered
broker-dealers or other securities market participants, such as banks and other financial institutions, that are not required to register
as broker-dealers to engage in securities transactions described below, and (2) DTC Participants. To become an Authorized Participant,
a person must enter into an Authorized Participant Agreement with the Sponsor. The Authorized Participant Agreement provides the procedures
for the creation and redemption of baskets and for the delivery of the U.S. Treasuries and any cash required for such creation and redemptions.
The Authorized Participant Agreement and the related procedures attached thereto may be amended by the Fund, without the
consent of any limited partner or shareholder or Authorized Participant. Authorized Participants will pay a transaction fee of $500 to
the Custodian for each order they place to create or redeem one or more baskets. Authorized Participants who make deposits with the Fund
in exchange for baskets receive no fees, commissions or other form of compensation or inducement of any kind from either the Fund or the Sponsor, and no such person will have any obligation or responsibility to the Sponsor or the Fund to effect any
sale or resale of shares.












Each
Authorized Participant is required to be registered as a broker-dealer under the Exchange Act and be a member in good standing with FINRA,
or exempt from being or otherwise not required to be registered as a broker-dealer or a member of FINRA, and qualified to act as a broker
or dealer in the states or other jurisdictions where the nature of its business so requires. Certain Authorized Participants may also
be regulated under federal and state banking laws and regulations. Each Authorized Participant has its own set of rules and procedures,
internal controls and information barriers as it determines is appropriate in light of its own regulatory regime.












Under
the Authorized Participant Agreements, the Sponsor has agreed to indemnify the Authorized Participants against certain liabilities, including
liabilities under the 1933 Act, and to contribute to the payments the Authorized Participants may be required to make in respect of those
liabilities.














Creation
Procedures














On
any business day, an Authorized Participant may place an order with the Transfer Agent, and accepted by the Distributor, to create
one or more baskets. For purposes of processing purchase and redemption orders, a “business day” means any day other
than a day when any of the NYSE Arca, the New York Stock Exchange or the Baltic Exchange is closed for regular trading. Purchase
orders must be placed by 12:00 p.m. E.T. or the close of the NYSE Arca core trading session, whichever is earlier. The day on which
a valid purchase order is received in accordance with the terms of the “Authorized Participant Agreement” is
referred to as the purchase order date. Purchase orders are irrevocable. Prior to the delivery of baskets for a purchase order, the
Authorized Participant will be charged a non-refundable transaction fee due for the purchase order.












The
manner by which creations are made is dictated by the terms of the Authorized Participant Agreement.














9























Determination of Required Payment










The Creation Basket Deposit for the Fund is
the NAV of 25,000 shares on the purchase order date, but only if the required payment is timely received. To calculate the NAV, the
Administrator will use the Baltic Exchange settlement price (typically determined after 2:00 p.m. E.T.) for the Freight Futures.









Because orders to purchase Creation Baskets must
be placed no later than 12:00 p.m. E.T., but the total payment required to create a Creation Basket typically will not be determined
until after 2:00 p.m. E.T., on the date the purchase order is received, Authorized Participants will not know the total amount of the
payment required to create a Creation Basket at the time they submit an irrevocable purchase order. The NAV and the total amount of the
payment required to create a Creation Basket could rise or fall substantially between the time an irrevocable purchase order is submitted
and the time the amount of the purchase price in respect thereof is determined.











Delivery of Required Payment










An Authorized Participant who places a purchase
order shall transfer to the Administrator the required amount of cash, by the end of the next business day following
the purchase order date. Upon receipt of the deposit amount, the Administrator will direct DTC to credit the number of Creation Baskets
ordered to the Authorized Participant’s DTC account on the next business day following the purchase order date.











Suspension of Purchase Orders










The Sponsor acting by itself or through the Administrator
or the Distributor may suspend the right of purchase, or postpone the purchase settlement date, for any period during which the NYSE
Arca or other exchange on which the shares are listed is closed, other than for customary holidays or weekends, or when trading is restricted
or suspended. None of the Sponsor, the Marketing Agent or the Administrator will be liable to any person or in any way for any loss or
damages that may result from any such suspension or postponement.











Rejection of Purchase Orders










The Sponsor acting by itself or through the Distributor
shall have the absolute right but no obligation to reject a purchase order or a Creation Basket Deposit if:





















it determines that the
purchase order or the Creation Basket Deposit is not in proper form;





















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





















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









None of the Sponsor, Distributor or Custodian
will be liable for the rejection of any purchase order or Creation Basket Deposit.











Redemption Procedures










The procedures by which an Authorized Participant
can redeem one or more baskets mirror the procedures for the creation of baskets. On any business day, an Authorized Participant may
place an order with the Distributor to redeem one or more baskets. Redemption orders must be placed by 12:00 p.m. E.T. or the close of
the core trading session on the NYSE Arca, whichever is earlier. A redemption order so received will be effective on the date it is received
in satisfactory form by the Distributor. The redemption procedures allow Authorized Participants to redeem baskets and do not entitle
an individual shareholder to redeem any shares in an amount less than a Redemption Basket, or to redeem baskets other than through an
Authorized Participant. Redemption orders are irrevocable.














10



















The manner by which redemptions are made is dictated
by the terms of the Authorized Participant Agreement. By placing an order for Redemption Baskets of BDRY, an Authorized Participant agrees to deliver the Redemption Baskets to be redeemed
through DTC’s book-entry system to the Fund not later than 12:00 p.m. E.T., on the next business day immediately following the
redemption order date. Prior to the delivery of redemption distribution or proceeds, the Authorized Participant will be charged a non-refundable
transaction fee due for the redemption order.











Determination of Redemption Proceeds










The redemption proceeds from the Fund consist
of a cash redemption amount equal to the NAV of the number of Baskets requested in the Authorized Participant’s redemption order
on the redemption order date. To calculate the NAV, the Administrator will use the Baltic Exchange settlement price (typically determined
after 2:00 p.m. E.T.) for the Freight Futures.









Because orders to redeem baskets must be placed
no later than 12:00 p.m. E.T., but the total amount of redemption proceeds typically will not be determined until after 2:00 p.m. E.T.,
on the date the redemption order is received, Authorized Participants will not know the total amount of the redemption proceeds at the
time they submit an irrevocable redemption order. The NAV and the total amount of redemption proceeds could rise or fall substantially
between the time an irrevocable redemption order is submitted and the time the amount of redemption proceeds in respect thereof is determined.











Delivery of Redemption Proceeds










The redemption proceeds due from the Fund will
be delivered to the Authorized Participant at 1:00 p.m. E.T., on the next business day immediately following the redemption order date
if, by such time, the Fund’s DTC account has been credited with the baskets to be redeemed. If the Fund’s DTC account has
not been credited with all of the baskets to be redeemed by such time, the redemption distribution is delivered to the extent of whole
baskets received. Any remainder of the redemption distribution is delivered on the next business day to the extent of remaining whole
baskets received if the Fund receives the fee applicable to the extension of the redemption distribution date which the Sponsor may,
from time to time, determine and the remaining baskets to be redeemed are credited to the Fund’s DTC account by 1:00 p.m. E.T.,
on such next business day. Any further outstanding amount of the redemption order shall be cancelled. The Sponsor may cause the redemption
distribution to be delivered notwithstanding that the baskets to be redeemed are not credited to the Fund’s DTC account by 12:00
p.m. E.T., on the next business day immediately following the redemption order date if the Authorized Participant has collateralized
its obligation to deliver the Baskets through DTC’s book entry system on such terms as the Sponsor may from time to time determine.














11





















Suspension or Rejection of Redemption Orders










The Sponsor may, in its discretion, suspend
the right of redemption, or postpone the redemption settlement date, (1) for any period during which the NYSE Arca, or the Baltic
Exchange is closed other than customary weekend or holiday closings, or trading on the NYSE Arca, or the Baltic Exchange, is
suspended or restricted, (2) for any period during which an emergency exists as a result of which delivery, disposal or evaluation
of the redemption distribution or redemption proceeds, as applicable, is not reasonably practicable, or (3) for such other period as
the Sponsor determines to be necessary for the protection of the limited partners or shareholders. For example, the Sponsor may
determine that it is necessary to suspend redemptions to allow for the orderly liquidation of the Fund’s assets at an
appropriate value to fund a redemption. If the Sponsor has difficulty liquidating its positions, e.g., because of a market
disruption event in the futures markets or a suspension of trading by the exchange where the futures contracts are listed, it may be
appropriate to suspend redemptions until such time as such circumstances are rectified. None of the Sponsor, the Distributor, the
Transfer Agent, the Administrator, or the Custodian will be liable to any person or in any way for any loss or damages that may
result from any such suspension or postponement.









Redemption orders must be made in whole baskets.
The Sponsor will reject a redemption order if the order is not in proper form as described in the applicable Authorized Participant Agreement
or if the fulfillment of the order, in the opinion of its counsel, might be unlawful. The Sponsor may also reject a redemption order
if the number of shares being redeemed would reduce the remaining outstanding shares to 50,000 shares (minimum NYSE Arca maintenance
listing requirement) or less, unless the Sponsor has reason to believe that the placer of the redemption order does in fact possess all
the outstanding shares and can deliver them.











Creation and Redemption Transaction Fee










To compensate the Funds for their expenses in
connection with the creation and redemption of baskets, an Authorized Participant is required to pay a transaction fee to the Custodian
of $500 per order to create or redeem baskets, regardless of the number of baskets in such order. An order may include multiple baskets.
The transaction fee may be reduced, increased or otherwise changed by the Sponsor. The Sponsor will notify DTC of any change in the transaction
fee and will not implement any increase in the fee for the redemption of baskets until 30 days after the date of the notice.











Tax Responsibility










Authorized Participants are responsible for any
transfer tax, sales or use tax, stamp tax, recording tax, value added tax or similar tax or governmental charge applicable to the creation
or redemption of baskets, regardless of whether or not such tax or charge is imposed directly on the Authorized Participant, and agree
to indemnify the Sponsor and the Fund if they are required by law to pay any such tax, together with any applicable penalties, additions
to tax and interest thereon.










Secondary Market Transactions









As noted, the Fund creates and redeems shares
from time to time, but only in one or more Creation Baskets or Redemption Baskets. The creation and redemption of baskets are only made
in exchange for delivery to the Fund or the distribution by the Fund of the amount of cash, represented by the baskets being created or redeemed, the amount of which will be based on the aggregate
NAV of the number of shares included in the baskets being created or redeemed determined on the day the order to create or redeem baskets
is properly received.









As discussed above, Authorized Participants are
the only persons that may place orders to create and redeem baskets. Authorized Participants must be registered broker-dealers or other
securities market participants, such as banks and other financial institutions that are not required to register as broker-dealers to
engage in securities transactions. An Authorized Participant is under no obligation to create or redeem baskets, and an Authorized Participant
is under no obligation to offer to the public shares of any baskets it does create. Authorized Participants that do offer to the public
shares from the baskets they create will do so at per share offering prices that are expected to reflect, among other factors, the trading
price of the shares on the NYSE Arca, the NAV of the Fund at the time the Authorized Participant purchased the Creation Baskets and the
NAV of the shares at the time of the offer of the shares to the public, the supply of and demand for shares at the time of sale, and
the liquidity of the futures contract market and the market for Treasury Instruments or U.S. Treasuries, as applicable. The prices of
shares offered by Authorized Participants are expected to fall between the Fund’s NAV and the trading price of the shares on the
NYSE Arca at the time of sale.









Shares initially comprising the same basket but
offered by Authorized Participants to the public at different times may have different offering prices. An order for one or more baskets
may be placed by an Authorized Participant on behalf of multiple clients. Authorized Participants that make deposits with the Fund in
exchange for baskets receive no fees, commissions or other form of compensation or inducement of any kind from either the Fund or the
Sponsor, and no such person has any obligation or responsibility to the Sponsor or the Fund to effect any sale or resale of shares.









Shares trade in the secondary market on the NYSE
Arca. Shares may trade in the secondary market at prices that are lower or higher relative to their NAV per share. The amount of the
discount or premium in the trading price relative to the NAV per share may be influenced by various factors, including the number of
investors who seek to purchase or sell shares in the secondary market and the liquidity of the futures contracts market. While the shares trade during regular trading hours on the NYSE Arca until
4:00 p.m. E.T., liquidity in the market for Freight Futures, may be reduced after the close of
the Freight Futures market at approximately 12:00 p.m. E.T. As a result, during this time, trading spreads,
and the resulting premium or discount, on the shares may widen.














12





















There are a minimum number
of specified baskets and associated shares. Once the minimum number of baskets is reached, there can be no more basket redemptions until
there has been a Creation Basket. In such case, market makers may be less willing to purchase shares from investors in the secondary
market, which may in turn limit the ability of shareholders of the Fund to sell their shares in the secondary market. As of the date
of this annual report the minimum level for BDRY is 25,000 shares, representing one basket.











All proceeds from the sale
of Creation Baskets will be invested as quickly as practicable in the investments described in the prospectus. BDRY’s cash and
investments are held through the Custodian, in accounts with BDRY’s commodity futures brokers or in demand deposits with highly-rated
financial institutions. There is no stated maximum time period for BDRY’s operations and BDRY will continue its operations until
all shares are redeemed or BDRY is liquidated pursuant to the terms of BDRY’s Trust Agreement.











There is no specified limit on the maximum number
of Creation Baskets that can be sold, although the Fund may not sell shares in Creation Baskets if such shares have not been registered
with the SEC under an effective registration statement.












Regulatory Environment











The regulation of futures markets, futures contracts,
and futures exchanges has historically been comprehensive. The CFTC and the exchanges are authorized to take extraordinary actions in
the event of a market emergency including, for example, the retroactive implementation of speculative position limits, increased margin
requirements, the establishment of daily price limits and the suspension of trading.











The regulation of commodity interest transactions
in the United States is an evolving area of law and is subject to ongoing modification by governmental and judicial action. Considerable
regulatory attention has been focused on non-traditional investment pools that are publicly distributed in the United States. There is
a possibility of future regulatory changes within the United States altering, perhaps to a material extent, the nature of an investment
in the Fund, or the ability of the Fund to continue to implement its investment strategy. In addition, various national governments
outside of the United States have expressed concern regarding the disruptive effects of speculative trading in the commodities markets
and the need to regulate the derivatives markets in general. The effect of any future regulatory change on the Fund is impossible to
predict but could be substantial and adverse.











The CFTC possesses exclusive jurisdiction to
regulate the activities of commodity pool operators and commodity trading advisors with respect to “commodity interests,”
such as futures, swaps and options, and has adopted regulations with respect to the activities of those persons and/or entities. Under
the CEA, a registered CPO, such as the Sponsor, is required to make annual filings with the CFTC and NFA describing its organization,
capital structure, management and controlling persons. In addition, the CEA authorizes the CFTC to require and review books and records
of, and documents prepared by, registered CPOs. Pursuant to this authority, the CFTC requires CPOs to keep accurate, current and orderly
records for each pool that they operate. The CFTC may suspend the registration of a commodity pool operator (1) if the CFTC finds that
the operator’s trading practices tend to disrupt orderly market conditions, (2) if any controlling person of the operator is subject
to an order of the CFTC denying such person trading privileges on any exchange, and (3) in certain other circumstances. Suspension, restriction
or termination of the Sponsor’s registration as a commodity pool operator would prevent it, until that registration were to be
reinstated, from managing the Fund, and might result in the termination of the Fund if a successor sponsor is not elected pursuant
to the Trust Agreement.











The Fund’s investors are afforded prescribed
rights for reparations under the CEA. Investors may also be able to maintain a private right of action for violations of the CEA. The
CFTC has adopted rules implementing the reparation provisions of the CEA, which provide that any person may file a complaint for a reparations
award with the CFTC for violation of the CEA against a floor broker or an FCM, introducing broker, commodity trading advisor, CPO, and
their respective associated persons.











Pursuant to authority in the CEA, the NFA has
been formed and registered with the CFTC as a registered futures association. At the present time, the NFA is the only self-regulatory
organization for commodity interest professionals, other than futures exchanges. The CFTC has delegated to the NFA responsibility for
the registration of CPOs and FCMs and their respective associated persons. The Sponsor and the Fund’s clearing broker are members
of the NFA. As such, they will be subject to NFA standards relating to fair trade practices, financial condition and consumer protection.
The NFA also arbitrates disputes between members and their customers and conducts registration and fitness screening of applicants for
membership and audits of its existing members. Neither the Trust nor the Fund are required to become a member of the NFA.











The regulations of the CFTC and the NFA prohibit
any representation by a person registered with the CFTC or by any member of the NFA, that registration with the CFTC, or membership in
the NFA, in any respect indicates that the CFTC or the NFA has approved or endorsed that person or that person’s trading program
or objectives. The registrations and memberships of the parties described in this summary must not be considered as constituting any
such approval or endorsement. Likewise, no futures exchange has given or will give any similar approval or endorsement.











Futures exchanges in the United States are subject
to varying degrees of regulation under the CEA depending on whether such exchange is a designated contract market, exempt board of trade
or electronic trading facility. Clearing organizations are also subject to the CEA and the rules and regulations adopted thereunder as
administered by the CFTC. The CFTC’s function is to implement the CEA’s objectives of preventing price manipulation and excessive
speculation and promoting orderly and efficient commodity interest markets. In addition, the various exchanges and clearing organizations
themselves exercise regulatory and supervisory authority over their member firms.











The Dodd-Frank Wall Street Reform and Consumer
Protection Act (the “Dodd-Frank Act”) was enacted in response to the economic crisis of 2008 and 2009 and it significantly
altered the regulatory regime to which the securities and commodities markets are subject. To date, the CFTC has issued proposed or final
versions of almost all of the rules it is required to promulgate under the Dodd-Frank Act. The provisions of the new law include the
requirement that position limits be established on a wide range of commodity interests, including agricultural, energy, and metal-based
commodity futures contracts, options on such futures contracts and cleared and uncleared swaps that are economically equivalent to such
futures contracts and options; new registration and recordkeeping requirements for swap market participants; capital and margin requirements
for “swap dealers” and “major swap participants,” as determined by the new law and applicable regulations; reporting
of all swap transactions to swap data repositories; and the mandatory use of clearinghouse mechanisms for sufficiently standardized swap
transactions that were historically entered into in the over-the-counter market, but are now designated as subject to the clearing requirement;
and margin requirements for over-the-counter swaps that are not subject to the clearing requirements.










13



















The Dodd-Frank Act was intended to reduce systemic
risks that may have contributed to the 2008/2009 financial crisis. Since the first draft of what became the Dodd-Frank Act, supporters
and opponents have debated the scope of the legislation. As the administrations of the U.S. change, the interpretation and implementation
will change along with them. Nevertheless, regulatory reform of any kind may have a significant impact on U.S. regulated entities.









Current rules and regulations under the Dodd-Frank
Act require enhanced customer protections, risk management programs, internal monitoring and controls, capital and liquidity standards,
customer disclosures and auditing and examination programs for FCMs. The rules are intended to afford greater assurances to market participants
that customer segregated funds and secured amounts are protected, customers are provided with appropriate notice of the risks of futures
trading and of the FCMs with which they may choose to do business, FCMs are monitoring and managing risks in a robust manner, the capital
and liquidity of FCMs are strengthened to safeguard the continued operations and the auditing and examination programs of the CFTC and
the self-regulatory organizations are monitoring the activities of FCMs in a thorough manner.









Regulatory bodies outside the U.S. have also
passed or proposed, or may propose in the future, legislation similar to that proposed by the Dodd-Frank Act or other legislation containing
other restrictions that could adversely impact the liquidity of and increase costs of participating in the commodities markets. For example,
the European Union Markets in Financial Instruments Directive (Directive 2014/65/EU) and Markets in Financial Instruments Regulation
(Regulation (EU) No 600/2014) (together “MiFID II”), which has applied since January 3, 2018, governs the provision of investment
services and activities in relation to, as well as the organized trading of, financial instruments such as shares, bonds, units in collective
investment schemes and derivatives. In particular, MiFID II requires EU Member States to apply position limits to the size of a net position
which a person can hold at any time in commodity derivatives traded on EU trading venues and in “economically equivalent”
over-the-counter (“OTC”) contracts. By way of further example, the European Market Infrastructure Regulation (Regulation
(EU) No 648/2012, as amended) (“EMIR”) introduced certain requirements in respect of OTC derivatives including: (i) the mandatory
clearing of OTC derivative contracts declared subject to the clearing obligation; (ii) risk mitigation techniques in respect of un-cleared
OTC derivative contracts, including the mandatory margining of un-cleared OTC derivative contracts; and (iii) reporting and recordkeeping
requirements in respect of all derivatives contracts. In the event that the requirements under EMIR and MiFID II apply, these are expected
to increase the cost of transacting derivatives.









In addition, considerable regulatory attention
has been focused on non-traditional publicly distributed investment pools such as the Fund. Furthermore, various national governments
have expressed concern regarding the disruptive effects of speculative trading in certain commodity markets and the need to regulate
the derivatives markets in general. The effect of any future regulatory change on the Funds is impossible to predict, but could be substantial
and adverse.









Management believes that as of June 30, 2021,
it had fulfilled in a timely manner all Dodd-Frank or other regulatory requirements to which it is subject.










SEC Reports









The Fund makes available, free of charge, on
its website (www.drybulketf.com.), its annual reports on Form 10-K, its quarterly reports
on Form 10-Q, its current reports on Form 8-K and amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of
the Exchange Act as soon as reasonably practicable after these forms are filed with, or furnished to, the SEC. These reports are also
available from the SEC though its website at: www.sec.gov.










CFTC Reports









The Trust also makes available, on its website,
its monthly reports and its annual reports required to be prepared and filed with the NFA under the CFTC regulations.











Item 1A. Risk Factors









Not required for smaller reporting companies.











Item 1B. Unresolved Staff Comments.









Not applicable.











Item 2. Properties.









Not applicable.











Item 3. Legal Proceedings









Although the Fund may, from time to time, be
involved in litigation arising out of its operations in the normal course of business or otherwise, the Fund is currently
a party to any pending material legal proceedings.











Item 4. Mine Safety Disclosures.









Not applicable.














14





















Part II













Item 5. Market for Registrant’s Common
Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.











Shares of BDRY have traded on the NYSE Arca under
the symbol “BDRY” since March 22, 2018.









As of June 30, 2021, BDRY had

approximately
7,673 holders

of its shares.










Dividends









The Fund has not made and does not currently
intend to make cash distributions to its shareholders.










Issuer Purchases of Equity Securities









The Fund does not purchase shares directly from
its shareholders.









Authorized Participant redemption activity for
the Fund during the period from April 1, 2021 through June 30, 2021 and the period from April 1, 2020 through June 30, 2020 was as follows:














































BDRY





Period
of Redemption






Total


Number


of Shares


Redeemed







Average


Price


Paid per


Share





Period
from April 1, 2021 through June 30, 2021





1,675,000





$



13.52




Period
from April 1, 2020 through June 30, 2020






200,000






$



7.63















15





















Item 6. Selected Financial Data.









Not required for small reporting companies.











Item 7 . Management’s Discussion
and Analysis of Financial Condition and Results of Operations.









The following discussion should be read in conjunction
with the financial statements and the notes thereto of the Trust and the Fund included elsewhere in this annual report on Form 10-K.










This information should be read in conjunction
with the financial statements and notes included in Item 8 of this Annual Report (the “Report”). The discussion and analysis
which follows may contain trend analysis and other forward-looking statements within the meaning of Section 21E of the Securities Exchange
Act of 1934 which reflect our current views with respect to future events and financial results. Words such as “anticipate,”
“expect,” “intend,” “plan,” “believe,” “seek,” “outlook” and
“estimate,” as well as similar words and phrases, signify forward-looking statements. ETF Managers Group Commodity Trust
I’s forward-looking statements are not guarantees of future results and conditions, and important factors, risks and uncertainties
may cause our actual results to differ materially from those expressed in our forward-looking statements.










You should not place undue reliance on any
forward-looking statements. Except as expressly required by the Federal securities laws, ETF Managers Capital, LLC undertakes no obligation
to publicly update or revise any forward-looking statements or the risks, uncertainties or other factors described in this Report, as
a result of new information, future events or changed circumstances or for any other reason after the date of this Report.










Overview









The Trust is a Delaware statutory trust
formed on July 23, 2014. The Trust is a series trust currently consisting of one publicly listed series: Breakwave Dry Bulk Shipping
ETF (“BDRY” or the “Fund”). The Fund issues common units, called the “Shares,” representing fractional
undivided beneficial interests in the Fund. The Trust and the Fund operate pursuant to the Trust’s Amended and
Restated Declaration of Trust and Trust Agreement (the “Trust Agreement”).









The Sponsor has the power and authority to establish
and designate one or more series and to issue shares thereof, from time to time as it deems necessary or desirable. The Sponsor has exclusive
power to fix and determine the relative rights and preferences as between the shares of any series as to the right of redemption, special
and relative rights as to dividends and other distributions and on liquidation, conversion rights, and conditions under which the series
shall have separate voting rights or no voting rights. The term for which the Trust is to exist commenced on the date of the filing of
the Certificate of Trust, and the Trust, the Fund, and any additional series created in the future will exist in perpetuity, unless
earlier terminated in accordance with the provisions of the Trust Agreement. Separate and distinct records shall be maintained for each
Fund and the assets associated with a Fund shall be held in such separate and distinct records (directly or indirectly, including a nominee
or otherwise) and accounted for in such separate and distinct records separately from the assets of any other series. The Fund and each
future series will be separate from all such series in respect of the assets and liabilities allocated to a Fund and each separate series
and will represent a separate investment portfolio of the Trust.









The sole Trustee of the Trust is Wilmington Trust,
N.A. (the “Trustee”), and the Trustee serves as the Trust’s corporate trustee as required under the Delaware Statutory
Trust Act (“DSTA”). The Trustee’s principal offices are located at 1100 North Market Street, Wilmington, Delaware 19890.
The Trustee is unaffiliated with the Sponsor. The rights and duties of the Trustee and the Sponsor with respect to the offering of the
Shares and Fund management and the shareholders are governed by the provisions of the DSTA and by the Trust Agreement.














16





















On March 9, 2018, the initial Form S-1 for BDRY
was declared effective by the SEC. On March 21, 2018, two Creation Baskets were issued for the Fund, representing 100,000 shares and
$2,500,000. The Fund began trading on the New York Stock Exchange (“NYSE”) Arca on March 22, 2018.











The Fund is designed and managed to track the
performance of a portfolio (a “Benchmark Portfolio”) consisting of futures contracts (the
“Benchmark Component Instruments”).













Results of Operations












BDRY commenced investment operations on March
22, 2018 at $25.00 per Share. The Shares have been trading on the NYSE Arca since March 22, 2018 under the symbol “BDRY.”











The Fund seeks to track the daily return of
the Benchmark Portfolio, over time, plus the excess, if any, of the Fund’s interest income from its holdings over
the expenses of the Fund.











The following graphs illustrate changes in (i)
the price of the Fund’s Shares (reflected, as applicable, by the graphs “Comparison of Per Share BDRY NAV to BDRY Market
Value for the Three Months Ended June 30, 2021 and 2020” and “Comparison of Per Share BDRY NAV to BDRY Market Value for the
Year Ended June 30, 2021 and 2020 and (ii) the Fund’s NAV (as reflected by the graphs “Comparison of BDRY NAV to Benchmark
Index for the Three Months Ended June 30, 2021 and 2020” and “Comparison of BDRY NAV to Benchmark Index for the Year Ended
June 30, 2021 and 2020”).











The Benchmark Portfolio is frictionless, in
that it does not take into account fees or expenses associated with investing in the Fund. The performance of the Fund involves
friction, in that fees and expenses impose a drag on performance.
















17





















Breakwave Dry Bulk Shipping ETF












During the year ended June 30, 2021, dry bulk
spot rates increased substantially, with the benchmark Baltic Dry Index reaching 10-year highs towards the end of the period. A surge
in demand for commodity transportation resulting from the partial reopening of global economies combined with considerable vessel delays
and inefficiencies due to the ongoing COVID-19 pandemic were the main reasons for such a strong performance.









Freight rates enjoyed a strong summer and autumn of 2020 due to strong
transportation demand for most bulk commodities, initially from China and later from other regions as well, reflecting strong industrial
demand, increased manufacturing activity and some inventory rebuilding following the slow economic activity during the COVID-19 lockdown
periods. In early 2021, considerable port delays due to COVID-19 crew screening procedures tightened the availability of vessels causing
port congestion around the globe, thus leading to one of the strongest starts of the year in at least 10 years. As the first half of the
year came to an end, freight rates across the dry bulk spectrum remained strong as economic activity accelerated.









An ongoing economic recovery and considerable stimulus efforts and
infrastructure spending by the major economies around the globe because of COVID-19 should continue to benefit the shipping markets, which
was also evident by strong realized freight rates during the summer of 2021. Although the global economic recovery seems strong, it is
also highly fragile as the persistence of the COVID-19 virus remains a major risk globally. If the global economy remains on the path
of growth, then shipping should benefit as trade flows should continue to increase. In addition, the upcoming shipping regulations related
to reduction efforts in greenhouse gas emissions, could potentially lead to a reduction in the average fleet speed, further tightening
the dry bulk supply and demand balance and thus supporting strong freight rates for longer.









Differences in the benchmark return and BDRY net asset value per share
are due primarily to the following factors:


















Benchmark portfolio uses settlement prices of freight futures
vs. BDRY closing share price for BDRY.

















Benchmark portfolio roll methodology assumes rolls that happen
evenly at fractions of lots vs. BDRY that transacts at real minimum lot size available pursuant to market practice (5 lots minimum)

















Benchmark portfolio assumes rolls that are happening at daily
settlement prices vs. BDRY that transacts at prevailing prices during the day that might or might not be equal to settlement prices.

















Benchmark portfolio assumes no trading commissions vs. BDRY
that pays 10bps of nominal value in commissions per transaction.

















Benchmark portfolio assumes no clearing fees vs BDRY that
pays approximately $12 per lot in clearing fees per transaction.

















Benchmark portfolio assumes no management fees vs. BDRY fee
structure.

















Creations and redemptions that lead to transactions in the
freight futures market might occur at prices that might be different versus the settlement prices of that day.








There are no known competitors. BDRY is the only freight futures ETF
globally.




















18
































NEITHER THE PAST PERFORMANCE OF THE FUND
NOR THE PRIOR INDEX LEVELS AND CHANGES, POSITIVE OR NEGATIVE, SHOULD BE TAKEN AS AN INDICATION OF THE FUND’S FUTURE PERFORMANCE.










The per Share market value of BDRY and its NAV
tracked closely for the three months ended June 30, 2021.






















NEITHER THE PAST PERFORMANCE OF THE FUND
NOR THE PRIOR INDEX LEVELS AND CHANGES, POSITIVE OR NEGATIVE, SHOULD BE TAKEN AS AN INDICATION OF THE FUND’S FUTURE PERFORMANCE.










The per Share market value of BDRY and its NAV
tracked closely for the year ended June 30, 2021.














19
































NEITHER THE PAST PERFORMANCE OF THE FUND
NOR THE PRIOR INDEX LEVELS AND CHANGES, POSITIVE OR NEGATIVE, SHOULD BE TAKEN AS AN INDICATION OF THE FUND’S FUTURE PERFORMANCE.










The per Share market value of BDRY and its NAV
tracked closely for the three months ended June 30, 2020.






















NEITHER THE PAST PERFORMANCE OF THE FUND
NOR THE PRIOR INDEX LEVELS AND CHANGES, POSITIVE OR NEGATIVE, SHOULD BE TAKEN AS AN INDICATION OF THE FUND’S FUTURE PERFORMANCE.










The per Share market value of BDRY and its NAV
tracked closely for the year ended June 30, 2020.














20
































NEITHER THE PAST PERFORMANCE OF THE FUND
NOR THE PRIOR BENCHMARK PORTFOLIO LEVELS AND CHANGES, POSITIVE OR NEGATIVE, SHOULD BE TAKEN AS AN INDICATION OF THE FUND’S FUTURE
PERFORMANCE.










The graph above compares the return of BDRY with
the benchmark portfolio returns for the three months ended June 30, 2021. The difference in the NAV price and the benchmark value often
results in the appearance of a NAV premium or discount to the benchmark. The difference is related to the cumulative impact on NAV of
the Fund’s income and expenses during the period presented in the chart above.






















NEITHER THE PAST PERFORMANCE OF THE FUND
NOR THE PRIOR BENCHMARK PORTFOLIO LEVELS AND CHANGES, POSITIVE OR NEGATIVE, SHOULD BE TAKEN AS AN INDICATION OF THE FUND’S FUTURE
PERFORMANCE.










The graph above compares the return of BDRY with
the benchmark portfolio returns for the year ended June 30, 2021. The difference in the NAV price and the benchmark value often results
in the appearance of a NAV discount to the benchmark. The difference is related to the cumulative impact on NAV of the Fund’s expenses
during the period presented in the chart above.














21
































NEITHER THE PAST PERFORMANCE OF THE FUND
NOR THE PRIOR BENCHMARK PORTFOLIO LEVELS AND CHANGES, POSITIVE OR NEGATIVE, SHOULD BE TAKEN AS AN INDICATION OF THE FUND’S FUTURE
PERFORMANCE.










The graph above compares the return of BDRY with
the benchmark portfolio returns for the three months ended June 30, 2020. The difference in the NAV price and the benchmark value often
results in the appearance of a NAV premium or discount to the benchmark. The difference is related to the cumulative impact on NAV of
the Fund’s income and expenses during the period presented in the chart above.






















NEITHER THE PAST PERFORMANCE OF THE FUND
NOR THE PRIOR BENCHMARK PORTFOLIO LEVELS AND CHANGES, POSITIVE OR NEGATIVE, SHOULD BE TAKEN AS AN INDICATION OF THE FUND’S FUTURE
PERFORMANCE.










The graph above compares the return of BDRY with
the benchmark portfolio returns for the year ended June 30, 2020. The difference in the NAV price and the benchmark value often results
in the appearance of a NAV premium or discount to the benchmark. The difference is related to the cumulative impact on NAV of the Fund’s
income and expenses during the period presented in the chart above.


















22






















FOR THE YEAR ENDED JUNE 30, 2021










Fund Share Price Performance









During the year ended June 30, 2021, the NYSE
Arca market value of each share increased (+297.16%) from $7.39 per share, representing the closing price on June 30, 2020, to $29.35
per share, representing the closing price on June 30, 2021. The share price high and low for the year ended June 30, 2021 and related
change from the closing share price on June 30, 2020 was as follows: shares traded from a high of $30.20 per share (+308.66%) on June
16, 2021 to a low of $6.10 per share (-17.46%) on December 3, 2020.










Fund Share Net Asset Value Performance









For the year ended June 30, 2021, the net asset
value of each share increased (+275.06%) from $7.70 per share to $28.88 per share. Net gains in the futures contracts more than offset
Fund expenses resulting in the overall increase in the NAV per share during the year ended June 30, 2021.









Net income for the year ended June 30, 2021, was
$59,411,309, resulting from net realized gains on investments and futures contracts of $48,115,213, net unrealized gains on investments
and futures contracts of $13,142,015, and the net investment loss of $1,845,919.










FOR THE YEAR ENDED JUNE 30, 2020










Fund Share Price Performance









During the year ended June 30, 2020, the NYSE
Arca market value of each share decreased (-43.80%) from $13.15 per share, representing the closing price on June 28, 2019, to $7.39 per
share, representing the closing price on June 30, 2020. The share price high and low for the year ended June 30, 2020 and related change
from the closing share price on June 28, 2019 was as follows: shares traded from a high of $22.19 per share (+68.75%) on October 9, 2019
to a low of $3.75 per share (-71.48%) on May 13, 2020.










Fund Share Net Asset Value Performance









For the year ended June 30, 2020, the net asset
value of each share decreased (-41.89%) from $13.25 per share to $7.70 per share. Net gains in the futures contracts, the impact of the
timing of Fund share purchases in the fourth quarter of the year, and Fund expenses resulted in the overall decrease in the NAV per share
during the year ended June 30, 2020.









Net income for the year ended June 30, 2020, was
$6,159,382, resulting from net realized losses on investments and futures contracts of $1,565,921, net unrealized gains on investments
and futures contracts of $8,190,140, and the net investment loss of $464,837.










FOR THE THREE MONTHS ENDED JUNE 30, 2021










Fund Share Price Performance









During the three months ended June 30, 2021, the
NYSE Arca market value of each Share increased (+73.46%) from $16.92 per Share, representing the closing price on March 31, 2021, to $29.35
per Share, representing the closing price on June 30, 2021. The Share price high and low for the three months ended June 30, 2021 and
related change from the closing Share price on March 31, 2021 was as follows: Shares traded from a high of $30.20 per Share (+78.49%)
on June 16, 2021 to a low of $15.57 per Share (-7.98%) on April 8, 2021.










Fund Share Net Asset Performance











For the three months ended June 30, 2021, the
net asset value of each Share increased (+71.80%) from $16.81 per Share to $28.88 per Share. For the three months ended June 30, 2021,
gains in the investments and futures contracts more than offset Fund expenses resulting in the overall increase in the NAV per Share during
the period.









Net income for the three months ended June 30,
2021, was $35,792,177, resulting from net realized gains on investments and futures contracts of $17,448,886, net unrealized gains on
investments and futures contracts of $19,147,460, and the net investment loss of $804,169.










FOR THE THREE MONTHS ENDED JUNE 30, 2020










Fund Share Price Performance









During the three months ended June 30, 2020, the
NYSE Arca market value of each Share increased (+15.65%) from $6.39 per Share, representing the closing price on March 31, 2020, to $7.39
per Share, representing the closing price on June 30, 2020. The Share price high and low for the three months ended June 30, 2020 and
related change from the closing Share price on March 31, 2020 was as follows: Shares traded from a high of $8.24 per Share (+28.95%) on
June 25, 2020 to a low of $3.75 per Share (-41.31%) on April 8, 2020.










Fund Share Net Asset Performance











For the three months ended June 30, 2020, the
net asset value of each Share increased (+18.46%) from $6.50 per Share to $7.70 per Share. For the three months ended June 30, 2020, gains
in the investments, futures and options contracts more than offset Fund expenses resulting in the overall increase in the NAV per Share
during the period.









Net income for the three months ended June 30,
2020, was $9,894,451, resulting from net realized losses on investments and futures contracts of $340,186, net unrealized gains on investments
and futures contracts of $10,557,850, and the net investment loss of $323,213.




















23




















Critical Accounting Policies









The Fund’s critical accounting policies
are as follows:









Preparation of the financial statements and related
disclosures in accordance with U.S. generally accepted accounting principles requires the application of appropriate accounting rules
and guidance, as well as the use of estimates. The Fund’s application of these policies involves judgments and the use of estimates.
Actual results may differ from the estimates used and such differences could be material. The Fund holds a significant portion of its
assets in futures contracts and money market funds, which are held at fair value.









The Fund calculates its net asset value as of the NAV Calculation Time
as described above.









The values which are used by the Fund for its
Freight Futures are provided by the Fund’s commodity broker, which uses market prices when available. In addition, the Fund estimates
interest income on a daily basis using prevailing rates earned on its cash and cash equivalents. These estimates are adjusted to the actual
amount received on a monthly basis and the difference, if any, is not considered material.










Credit Risk









When the Fund enters into Benchmark Component
Instruments, it will be exposed to the credit risk that the counterparty will not be able to meet its obligations. For purposes of credit
risk, the counterparty for the Benchmark Component Instruments traded on or cleared by the futures exchanges is the clearinghouse associated
with those exchanges. In general, clearinghouses are backed by their members who may be required to share in the financial burden resulting
from the nonperformance of one of their members, which should significantly reduce credit risk. There can be no assurance that any counterparty,
clearinghouse, or their financial backers will satisfy their obligations to the Fund.









The Sponsor will attempt to minimize certain of
these market and credit risks by normally:





















executing and clearing trades with creditworthy counterparties, as determined by the Sponsor;





















limiting the outstanding amounts due from counterparties of the Fund;





















not posting margin directly with a counterparty; and





















limiting the amount of margin or premium posted at the FCM.









The Commodity Exchange Act (“CEA”)
requires all FCMs, such as the Fund’s clearing brokers, to meet and maintain specified fitness and financial requirements, to segregate
customer funds from proprietary funds and account separately for all customers’ funds and positions, and to maintain specified books
and records open to inspection by the staff of the CFTC. The CFTC has similar authority over introducing brokers, or persons who solicit
or accept orders for commodity interest trades but who do not accept margin deposits for the execution of trades. The CEA authorizes the
CFTC to regulate trading by FCMs and by their officers and directors, permits the CFTC to require action by exchanges in the event of
market emergencies, and establishes an administrative procedure under which customers may institute complaints for damages arising from
alleged violations of the CEA. The CEA also gives the states powers to enforce its provisions and the regulations of the CFTC.









On November 14, 2013, the CFTC published final
regulations that require enhanced customer protections, risk management programs, internal monitoring and controls, capital and liquidity
standards, customer disclosures and auditing and examination programs for FCMs. The rules are intended to afford greater assurances to
market participants that customer segregated funds and secured amounts are protected, customers are provided with appropriate notice of
the risks of futures trading and of the FCMs with which they may choose to do business, FCMs are monitoring and managing risks in a robust
manner, the capital and liquidity of FCMs are strengthened to safeguard the continued operations and the auditing and examination programs
of the CFTC and the self-regulatory organizations are monitoring the activities of FCMs in a thorough manner.










Liquidity and Capital Resources









The Fund does not anticipate making use of borrowings
or other lines of credit to meet its obligations. The Fund meets its liquidity needs in the normal course of business from the proceeds
of the sale of its investments or from the cash, and cash equivalents that it holds. The Fund’s liquidity needs include: redeeming
its shares, providing margin deposits for existing Benchmark Component Instruments, the purchase of additional Benchmark Component Instruments,
and paying expenses.









The Fund generates cash primarily from (i) the
sale of Creation Baskets and (ii) interest earned on cash, and cash equivalents. Generally, all of the net assets of the Fund are allocated
to trading in Benchmark Component Instruments. Most of the assets of the Fund are held in Freight futures, cash and/or cash equivalents
that could or are used as margin or collateral for trading in Benchmark Component Instruments. The percentage that such assets bear to
the total net assets will vary from period to period as the market values of the Benchmark Component Instruments change. Interest earned
on interest-bearing assets of the Fund is paid to the Fund. Due to the economic uncertainty due to the impact of the COVID-19 pandemic,
the Fund has experienced a significant decrease in interest rates, and as such the Fund has experienced a higher breakeven year over year.









The investments of the Fund in Benchmark Component
Instruments could be subject to periods of illiquidity because of market conditions, regulatory considerations and other reasons. Such
conditions could prevent the Fund from promptly liquidating a position in Benchmark Component Instruments.














24




















Market Risk









Trading in Benchmark Component Instruments such
as futures contracts will involve the Fund entering into contractual commitments to purchase or sell specific amounts of instruments at
a specified date in the future. The gross or face amount of the contracts is expected to significantly exceed the future cash requirements
of the Fund as the Fund intends to close out any open positions prior to the contractual expiration date. As a result, the Fund’s
market risk is the risk of loss arising from the decline in value of the contracts, not from the need to make delivery under the contracts.
The Funds consider the “fair value” of derivative instruments to be the unrealized gain or loss on the contracts. The market
risk associated with the commitment by the Fund to purchase a specific contract will be limited to the aggregate face amount of the contracts
held.









The exposure of the Fund to market risk will depend
on a number of factors including the markets for the specific instrument, the volatility of interest rates and foreign exchange rates,
the liquidity of the instrument-specific market and the relationships among the contracts held by the Fund.










Off Balance Sheet Financing









As of June 30, 2021, neither the Trust nor the
Fund have any loan guarantees, credit support or other off-balance sheet arrangements of any kind other than agreements entered into in
the normal course of business, which may include indemnification provisions relating to certain risks service providers undertake in performing
services which are in the best interests of the Fund. While the exposure of the Fund under these indemnification provisions cannot be
estimated, they are not expected to have a material impact on the financial position of the Fund.










Redemption Basket Obligation









Other than as necessary to meet the investment
objective of the Fund and pay the contractual obligations described below, the Fund will require liquidity to redeem Redemption Baskets.
The Fund intends to satisfy this obligation through the transfer of cash of the Fund (generated, if necessary, through the sale of Freight
Futures) in an amount proportionate to the number of Shares being redeemed.










Contractual Obligations









The primary contractual obligations of the Fund
will be with the Sponsor and certain other service providers.














25



















The original registration statement on Form
S-1 registered 10,000,000 common Shares of BDRY and was declared effective March 9, 2018. While the Sponsor agreed to pay
registration fees to the SEC and any other regulatory agency in connection with the initial offer and sale of the Shares offered
through the Fund’s prospectus, the legal, printing, accounting and other expenses associated with such registration, and the
initial fee for listing the Shares on the NYSE Arca, the Fund will be responsible for any registration fees and related expenses
incurred in connection with any future offer and sale of Shares of the Fund.









During March 2021, the Sponsor undertook to register
an additional 5,000,000 Shares of BDRY. The expense associated with the additional registration of Shares of $28,997 was recorded as a
deferred charge as of April 1, 2021 and is being amortized over twelve months on a straight-line basis.









Any general expenses of the Trust will be allocated
among the Fund and any other series of the Trust as determined by the Sponsor in its sole and absolute discretion. The Trust is also responsible
for extraordinary expenses, including, but not limited to, legal claims and liabilities and litigation costs and any indemnification related
thereto. The Trust and/or the Sponsor may be required to indemnify the Trustee, Distributor or Administrator under certain circumstances.









The parties cannot anticipate the amount of payments
that will be required under these arrangements for future periods as the NAV and trading levels to meet investment objectives for the
Fund will not be known until a future date. These agreements are effective for a specific term agreed upon by the parties with an option
to renew, or, in some cases, are in effect for the duration of the Fund’s existence. The parties may terminate these agreements
earlier for certain reasons listed in the agreements.











Breakwave Dry Bulk Shipping ETF










BDRY pays a Sponsor Fee, monthly in arrears, in
an amount equal to the greater of (i) 0.15% per year of the Fund’s average daily net assets; or (ii) $125,000. The Sponsor Fee is
paid in consideration of the Sponsor’s management services to the Fund. BDRY also pays Breakwave a license and service fee (the
“CTA Fee”) monthly in arrears, for the use of BDRY’s Benchmark Portfolio in an amount equal to 1.45% per annum of the
Fund’s average daily net assets.









Breakwave has agreed to waive its license and
services fee and the Sponsor has agreed to correspondingly assume the remaining expenses of the Fund so that Fund expenses do not exceed
an annual rate of 3.50%, excluding brokerage commissions, interest expense, and extraordinary expenses, of the value of the Fund’s
average daily net assets (the “Expense Cap”). The assumption of expenses and waiver of the license and services fee are contractual
on the part of the Sponsor and Breakwave, respectively, through September 30, 2022. If after that date, the Sponsor and/or Breakwave no
longer assumed expenses or waived the CTA Fee, respectively, BDRY could be adversely impacted, including in its ability to achieve its
investment objective.









The Fund currently accrues its daily expenses
based on accrued expense amounts established and monitored by the Sponsor, subject to the Expense Cap. At the end of each month, the accrued
amount is remitted to the Sponsor as the Sponsor has assumed, and is responsible for the payment of, the routine operational, administrative
and other ordinary expenses of the Fund which aggregated $800,710 and $344,625, of which $-0- and $19,366 was waived by Breakwave for
the three months ended June 30, 2021 and 2020, respectively. No absorption of expenses was required by the Sponsor for the three months
ended June 30, 2021 and 2020.









The Fund’s ongoing fees, costs and expenses
of its operation, not subject to the Expense Cap include brokerage and other fees and commissions incurred in connection with the trading
activities of the Fund, and extraordinary expenses (including, but not limited to, legal claims and liabilities and litigation costs and
any indemnification related thereto). Expenses subject to the Expense Cap include (i) expenses incurred in connection with registering
additional Shares of the Fund or offering Shares of the Fund; (ii) the routine expenses associated with the preparation and, if required,
the printing and mailing of monthly, quarterly, annual and other reports required by applicable U.S. federal and state regulatory authorities,
Trust meetings and preparing, printing and mailing proxy statements to Shareholders; (iii) the routine services of the Trustee, legal
counsel and independent accountants; (iv) routine accounting, bookkeeping, custodial and transfer agency services, whether performed by
an outside service provider or by affiliates of the Sponsor; (v) postage and insurance; (vi) costs and expenses associated with client
relations and services; (vii) costs of preparation of all federal, state, local and foreign tax returns and any taxes payable on the income,
assets or operations of the Fund.











Item 7A. Quantitative and Qualitative Disclosures
About Market Risk.










Not applicable to Smaller Reporting Companies.














26

























Item 8. Financial Statements and Supplemental
Data.












ETF MANAGERS GROUP COMMODITY TRUST I






Statements of Assets and Liabilities






June 30, 2021



































































































































































































































ETF




BREAKWAVE DRY BULK



MANAGERS GROUP




SHIPPING ETF



COMMODITY TRUST I


Assets








Investment in securities, at fair value (cost $

42,654,058

)



$


42,654,058




$


42,654,058



Segregated cash held by broker




50,040,588






50,040,588



Receivable on open futures contracts




21,723,570






21,723,570



Prepaid expenses




24,071






24,071



Interest receivable




443






443



Total assets




114,442,730






114,442,730



Liabilities









Due to Sponsor




235,071






235,071



Other accrued expenses




130,507






130,507



Total liabilities




365,578






365,578












Net Assets


$


114,077,152




$


114,077,152












Shares outstanding (unlimited authorized)




3,950,040







Net asset value per share


$


28.88







Market value per share


$


29.35














See accompanying notes to combined financial statements.


















27
























ETF MANAGERS GROUP COMMODITY TRUST I






Combined Statements of Assets and Liabilities






June 30, 2020






























































































































































































































































































































BREAKWAVE DRY BULK










SHIPPING ETF



SIT RISING RATE ETF



COMBINED


Assets










Investment in securities, at fair value (cost
$7,986,862 and $4,879,769, respectively)


$


7,986,862




$


4,879,769




$


12,866,631



Interest receivable




545






-






545



Receivable on open futures contracts




8,581,555






-






8,581,555



Segregated cash held by broker




28,020,391






201,883






28,222,274



Total assets




44,589,353






5,081,652






49,671,005



Liabilities













Options written, at fair value (premiums received $-

0

- and $

3,204

, respectively)




-






4,148






4,148



Payable on open futures contracts




-






5,144






5,144



Payable for Fund shares redeemed




192,533






-






192,533



Due to Sponsor




84,280






4,179






88,459



Other accrued expenses




37,053





-





37,053



Total liabilities




313,866






13,471






327,337
















Net Assets


$


44,275,487




$


5,068,181




$


49,343,668
















Shares outstanding (unlimited authorized)




5,750,040






250,040







Net asset value per share


$


7.70




$


20.27







Market value per share


$


7.39




$


20.26














See accompanying notes to combined financial statements.


















28
































ETF
MANAGERS GROUP COMMODITY TRUST I



Schedule
of Investments



June 30, 2021
























































































































































ETF












BREAKWAVE DRY BULK









MANAGERS



GROUP











SHIPPING ETF








COMMODITY

TRUST I*












MONEY MARKET FUNDS - 37.4%








First American US Treasury Obligations Fund, Class X, 0.01% (a) (


42,654,058


shares)



$


42,654,058




$


42,654,058




TOTAL MONEY MARKET FUNDS (Cost $


42,654,058


)





42,654,058






42,654,058












Total Investments (Cost $


42,654,058


) -


37.4


%




42,654,058






42,654,058



Other Assets in Excess of Liabilities -


62.6


% (b)




71,423,094






71,423,094












TOTAL NET ASSETS -


100.0


%


$


114,077,152




$


114,077,152













(a) Annualized seven-day yield as of June 30, 2021.











(b) $50,040,588 of cash is pledged as collateral
for futures contracts.












































































































































































BREAKWAVE DRY BULK SHIPPING ETF


Unrealized



ETF MANAGERS GROUP


Futures Contracts


Appreciation/



COMMODITY


June
30, 2021


(Depreciation)



TRUST I*









Baltic Exchange Panamax T/C Average Shipping Route Index Expiring July 30, 2021 (Underlying Face Amount at Market Value - $

16,372,965

(435 contracts)


$


4,928,465




$


4,928,465



Baltic Exchange Panamax T/C Average Shipping Route Index Expiring August 27, 2021 (Underlying Face Amount at Market Value - $

16,231,590

) (435 contracts)




4,827,090






4,827,090



Baltic Exchange Panamax T/C Average Shipping Route Index Expiring September 24, 2021 (Underlying Face Amount at Market Value - $

15,374,205

) (435 contracts)




3,969,705






3,969,705



Baltic Exchange Supramax T/C Average Shipping Route Expiring July 30, 2021 (Underlying Face Amount at Market Value - $

3,621,450

) (105 contracts)




1,023,535






1,023,535



Baltic Exchange Supramax T/C Average Shipping Route Expiring August 27, 2021 (Underlying Face Amount at Market Value - $

3,683,610

) (105 contracts)




1,091,125






1,091,125



Baltic Exchange Supramax T/C Average Shipping Route Expiring September 24, 2021 (Underlying Face Amount at Market Value - $

3,427,200

) (105 contracts)




830,410






830,410



Baltic Capesize Time Charter Expiring July 30, 2021 (Underlying Face Amount at Market Value - $

15,947,020

) (445 contracts)




612,895






612,895



Baltic Capesize Time Charter Expiring August 27, 2021 (Underlying Face Amount at Market Value - $

17,744,375

) (445 contracts)




2,375,750






2,375,750



Baltic Capesize Time Charter Expiring September 24, 2021(Underlying Face Amount at Market Value - $

17,442,220

) (445 contracts)




2,064,595






2,064,595














$


21,723,570




$


21,723,570


















*

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










See
accompanying notes to combined financial statements.























29




































ETF MANAGERS GROUP COMMODITY TRUST I



Combined Schedule of Investments



June 30, 2020







































































































































































































































































































BREAKWAVE DRY BULK










SHIPPING ETF



SIT RISING RATE ETF



COMBINED












PURCHASED PUT OPTIONS - 0.0% and 0.3%, respectively











US Treasury 10 Year Note, Strike Price $

139.50

Expiring 08/21/20 (15 contracts)



$


-




$


14,296




$


14,296



TOTAL PURCHASED PUT OPTIONS (Cost $



22,316



)




-






14,296






14,296
















SHORT-TERM INVESTMENTS - 0.0% and 95.7%,
respectively













US TREASURY BILLS -

0.0

% and

95.7

%, respectively United States Treasury Bills 0.1200%, 07/23/2020 ($

4,850,000

principal amount) (a)




-






4,849,667






4,849,667




TOTAL US TREASURY BILLS (Cost $

4,845,544

)





-






4,849,667






4,849,667
















MONEY MARKET FUNDS - 18.0% and 0.02%,
respectively













First American US Treasury Money Market Fund, Class Z,

0.04

% (b) (

15,806

shares)




-






15,806






15,806



First American US Treasury Obligations Fund, Class X,

0.08

% (b) (

7,986,862

shares)




7,986,862






-






7,986,862



TOTAL MONEY MARKET FUNDS (Cost $

7,986,862

and $

15,806

, respectively)




7,986,862






15,806






8,002,668
















Total Investments (Cost $

7,986,862

and $

4,883,666

, respectively) -

18.0

% and

96.3

%, respectively




7,986,862






4,879,769






12,866,631



Other Assets in Excess of Liabilities -

82.0

% and

3.7

%, respectively (a)




36,288,625






188,412






36,477,037



TOTAL NET ASSETS -

100.0

% and 100.0%, respectively


$


44,275,487




$


5,068,181




$


49,343,668
























(a)

$27,827,859 and $4,849,667, respectively, of cash
is pledged as collateral for futures contracts and written options.















(b)

Annualized seven-day yield as of June 30, 2020.


















30

































































































































































































































































































































































































BREAKWAVE DRY BULK SHIPPING ETF


Unrealized



Unrealized



Unrealized


Futures Contracts


Appreciation/



Appreciation/



Appreciation/


June 30, 2020


(Depreciation)



(Depreciation)



(Depreciation)












Baltic Exchange Panamax T/C Average Shipping Route Index Expiring July 31, 2020 (Underlying Face Amount at Market Value - $

3,799,600

) (350 contracts)


$


556,225




$


-




$


556,225



Baltic Exchange Panamax T/C Average Shipping Route Index Expiring August 28, 2020 (Underlying Face Amount at Market Value - $

3,768,100

) (350 contracts)




512,475






-






512,475



Baltic Exchange Panamax T/C Average Shipping Route Index Expiring September 25, 2020 (Underlying Face Amount at Market Value - $

3,753,750

) (350 contracts)




492,625






-






492,625



Baltic Exchange Supramax T/C Average Shipping Route Expiring July 31, 2020 (Underlying Face Amount at Market Value - $

1,536,480

) (180 contracts)



(

5,020


)




-





(

5,020


)

Baltic Exchange Supramax T/C Average Shipping Route Expiring August 28, 2020 (Underlying Face Amount at Market Value - $

1,746,000

) (180 contracts)




199,250






-






199,250



Baltic Exchange Supramax T/C Average Shipping Route Expiring September 25, 2020 (Underlying Face Amount at Market Value - $

1,769,220

) (180 contracts)




222,470






-






222,470



Baltic Capesize Time Charter Expiring July 31, 2020 (Underlying Face Amount at Market Value - $

9,431,220

) (380 contracts)




3,644,720






-






3,644,720



Baltic Capesize Time Charter Expiring August 28, 2020 (Underlying Face Amount at Market Value - $

8,851,050

) (450 contracts)




1,977,550






-






1,977,550



Baltic Capesize Time Charter Expiring September 25, 2020 (Underlying Face Amount at Market Value - $

9,041,760

) (520 contracts)




981,260






-






981,260


















$


8,581,555




$


-




$


8,581,555
















SIT RISING RATE ETF


Written Call Option Contracts


June 30, 2020


























US 5 Year Note, Strike Price $

125.50

Expiring 08/21/2020 (9 contracts) (Premiums received $

3,204

)


$


-




$

(

4,148


)


$

(

4,148


)














SIT RISING RATE ETF


Short Futures Contracts


June 30, 2020


























US Treasury 5 Year Note Expiring September 2020 (Underlying Face Amount at Market Value - $

4,652,461

) (37 contracts)


$


-




$

(

5,899


)


$

(

5,899


)

US Treasury 2 Year Note Expiring September 2020 (Underlying Face Amount at Market Value - $

10,158,094

) (46 contracts)




-






755






755





$


-




$

(

5,144


)


$

(

5,144


)












See accompanying notes to
combined financial statements.


















31




















ETF MANAGERS GROUP COMMODITY TRUST I






Combined Statements of Operations






Year Ended Ended June 30, 2021










































































































































































































































































































































































































































































































































































































































BREAKWAVE DRY BULK










SHIPPING ETF



SIT RISING RATE ETF*



COMBINED


Investment Income










Interest


$


3,049




$


5,608




$


8,657
















Expenses













Sponsor fee




130,137






25,068






155,205



CTA fee




650,987






3,042






654,029



Audit fees




77,101






46,757






123,858



Tax preparation fees




83,780






17,180






100,960



Tax State Filing fees




51,980






-






51,980



Admin/accounting/custodian/transfer agent fees




63,796






19,486






83,282



Legal fees




64,910






21,700






86,610



Chief Compliance Officer fees




24,999






8,356






33,355



Principal Financial Officer fees




24,999






13,356






38,355



Regulatory reporting fees




24,999






8,356






33,355



Brokerage commissions




518,616






1,424






520,040



Distribution fees




15,707






5,116






20,823



Insurance expense




15,001






5,014






20,015



Listing & calculation agent fees




9,575






4,880






14,455



Other expenses




28,405






3,749






32,154



Website Support and Marketing Materials




11,302






5,014






16,316



Printing and postage




7,912






3,539






11,451



Wholesale support fees




78,874






1,522






80,396



Amortization of Offering expenses




4,926






-






4,926



Interest expense




146






220






366



Total Expenses




1,888,152






193,779






2,081,931



Less: Waiver of CTA fee



(

39,184


)




-





(

39,184


)

Less: Expenses absorbed by Sponsor




-





(

136,902


)



(

136,902


)

Net Expenses




1,848,968






56,877






1,905,845



Net Investment Income (Loss)



(

1,845,919


)



(

51,269


)



(

1,897,188


)














Net Realized and Unrealized Gain (Loss) on Investment Activity


























Net Realized Gain (Loss) on













Investments, futures and options contracts




48,115,213





(

29,138


)




48,086,075
















Change in Unrealized Gain (Loss) on













Investments, futures and options contracts




13,142,015






10,459






13,152,474



Net realized and unrealized gain (loss)




61,257,228





(

18,679


)




61,238,549



Net income (loss)


$


59,411,309




$

(

69,948


)


$


59,341,361















*

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








See accompanying notes to combined financial statements.


























32


























ETF MANAGERS GROUP COMMODITY TRUST I






Combined Statements of Operations






Year Ended June 30, 2020





























































































































































































































































































































































































































































































































































































BREAKWAVE DRY BULK










SHIPPING ETF



SIT RISING RATE ETF



COMBINED


Investment Income










Interest


$


37,273




$


114,292




$


151,565
















Expenses













Sponsor fee




124,997






74,999






199,996



CTA fee




128,338






12,445






140,783



Audit fees




47,500






77,102






124,602



Tax preparation fees




49,999






49,999






99,998



Admin/accounting/custodian/transfer agent fees




61,854






57,601






119,455



Legal fees




44,999






34,997






79,996



Printing and postage expenses




10,602






10,499






21,101



Chief Compliance Officer fees




24,996






24,969






49,965



Principal Financial Officer fees




24,996






24,969






49,965



Regulatory reporting fees




24,996






24,969






49,965



Brokerage commissions




208,650






4,961






213,611



Distribution fees




15,821






15,539






31,360



Insurance expense




14,999






14,999






29,998



Listing & calculation agent fees




12,599






12,599






25,198



Other expenses




16,752






9,361






26,113



Wholesale support fees




35,622






6,223






41,845



Interest expense




9






229






238



Total Expenses




847,729






456,460






1,304,189



Less: Waiver of CTA fee



(

60,769


)




-





(

60,769


)

Less: Expenses absorbed by Sponsor



(

284,850


)



(

389,041


)



(

673,891


)

Net Expenses




502,110






67,419






569,529



Net Investment Income (Loss)



(

464,837


)




46,873





(

417,964


)














Net Realized and Unrealized Gain (Loss) on Investment Activity


























Net Realized Gain (Loss) on













Investments, futures and options contracts



(

1,565,921


)



(

903,915


)



(

2,469,836


)














Change in Unrealized Gain (Loss) on













Investments, futures and options contracts




8,190,140






336,740






8,526,880



Net realized and unrealized gain (loss)




6,624,219





(

567,175


)




6,057,044



Net income (loss)


$


6,159,382




$

(

520,302


)


$


5,639,080










See accompanying notes to combined financial statements.






















33




















ETF MANAGERS GROUP COMMODITY
TRUST I






Combined Statements of
Changes in Net Assets






Year Ended June 30, 2021

















































































































































































































































































BREAKWAVE


DRY BULK










SHIPPING ETF



SIT RISING RATE ETF*



COMBINED












Net Assets at Beginning of Year


$


44,275,487




$


5,068,181




$


49,343,668
















Increase (decrease) in Net Assets from share transactions













Addition of

4,450,000

and -

0

- shares, respectively




95,774,278






-






95,774,278



Redemption of

6,250,000

and

250,040

shares, respectively



(

85,383,922


)



(

4,998,233


)



(

90,382,155


)

Net Increase (decrease) in Net Assets from share transactions




10,390,356





(

4,998,233


)




5,392,123
















Increase (decrease) in Net Assets from operations













Net investment income (loss)



(

1,845,919


)



(

51,269


)



(

1,897,188


)

Net realized gain (loss)




48,115,213





(

29,138


)




48,086,075



Change in net unrealized gain (loss)




13,142,015






10,459






13,152,474
















Net increase (decrease) in Net Assets from operations




59,411,309





(

69,948


)




59,341,361
















Net Assets at End of Year


$


114,077,152




$


-




$


114,077,152















*

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








See accompanying notes to combined financial
statements.


























34




















ETF MANAGERS GROUP COMMODITY
TRUST I






Combined Statements of
Changes in Net Assets






Year Ended June 30, 2020
































































































































































































































































































BREAKWAVE


DRY BULK










SHIPPING


ETF



SIT RISING


RATE ETF



COMBINED












Net Assets at Beginning of Year


$


4,308,262




$


11,920,149




$


16,228,411
















Increase (decrease) in Net Assets from share transactions













Addition of

5,950,000

and -

0

- shares, respectively




40,151,470






-






40,151,470



Redemption of

500,000

and

275,000

shares, respectively



(

6,343,627


)



(

6,331,666


)



(

12,675,293


)

Net Increase (decrease) in Net Assets from share transactions




33,807,843





(

6,331,666


)




27,476,177
















Increase (decrease) in Net Assets from operations













Net investment income (loss)



(

464,837


)




46,873





(

417,964


)

Net realized gain (loss)



(

1,565,921


)



(

903,915


)



(

2,469,836


)

Change in net unrealized gain (loss)




8,190,140






336,740






8,526,880
















Net increase (decrease) in Net Assets from operations




6,159,382





(

520,302


)




5,639,080
















Net Assets at End of Year


$


44,275,487




$


5,068,181




$


49,343,668























See accompanying notes to combined financial
statements.


















35





















ETF
MANAGERS GROUP COMMODITY TRUST I








Combined
Statements of Cash Flows








Year
Ended June 30, 2021























































































































































































































































































































































































































































































































BREAKWAVE


DRY BULK










SHIPPING


ETF



SIT RISING


RATE ETF*



COMBINED












Cash flows provided by/used in operating activities










Net income (loss)


$


59,411,309




$

(

69,948


)


$


59,341,361



Adjustments to reconcile net income (loss) to net cash













provided by/used in operating activities:













Net realized gain (loss) on investments



(

48,115,213


)




29,138





(

48,086,075


)

Change in net unrealized gain (loss) on investments



(

13,142,015


)



(

10,459


)



(

13,152,474


)

Change in operating assets and liabilities:











-


Sale (Purchase) of investments - net




26,590,032






4,861,090






31,451,122



Decrease in interest receivable




102






-






102



Increase in receivable on open futures contracts



(

13,142,015


)




-





(

13,142,015


)

Increase in prepaid expenses



(

24,071


)




-





(

24,071


)

Decrease in payable for Fund shares redeemed



(

192,533


)




-





(

192,533


)

Decrease in options written, at fair value




-





(

4,148


)



(

4,148


)

Decrease in payable on open futures contracts




-





(

5,144


)



(

5,144


)

Increase (decrease) in due to Sponsor




150,791





(

4,179


)




146,612



Increase in other accrued expenses




93,454






-






93,454
















Net cash used in operating activities




11,629,841






4,796,350






16,426,191



Cash flows from financing activities













Proceeds from sale of shares




95,774,278






-






95,774,278



Paid on redemption of shares



(

85,383,922


)



(

4,998,233


)



(

90,382,155


)

Net cash provided by/used in financing activities




10,390,356





(

4,998,233


)




5,392,123



Net increase (decrease) in cash and restricted cash




22,020,197





(

201,883


)




21,818,314



Cash and restricted cash, beginning of year




28,020,391






201,883






28,222,274



Cash and restricted cash, end of year


$


50,040,588




$


-




$


50,040,588
















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














Cash


$


-




$


-




$


-



Segregated cash held by broker




50,040,588






-






50,040,588



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


$


50,040,588




$


-




$


50,040,588























*

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











See
accompanying notes to combined financial statements.
















36



























ETF
MANAGERS GROUP COMMODITY TRUST I








Combined
Statements of Cash Flows








Year
Ended June 30, 2020

























































































































































































































































































































































































































































































































BREAKWAVE


DRY BULK










SHIPPING


ETF



SIT RISING


RATE ETF



COMBINED












Cash flows provided by/used in operating activities










Net income (loss)


$


6,159,382




$

(

520,302


)


$


5,639,080



Adjustments to reconcile net income (loss) to net cash













provided by/used in operating activities:













Net realized loss (gain) on investments




1,565,921






903,915






2,469,836



Change in net unrealized loss (gain) on investments



(

8,190,140


)



(

336,740


)



(

8,526,880


)

Change in operating assets and liabilities:











-


Sale (Purchase) of investments - net



(

267,018


)




6,462,953






6,195,935



Decrease in interest receivable




5,276






436






5,712



Decrease (increase) in receivable on open futures contracts



(

8,190,140


)




-





(

8,190,140


)

Increase in payable for Fund shares redeemed




192,533






-






192,533



Decrease in options written, at fair value



-




(

15,188


)



(

15,188


)

Increase in payable on open futures contracts



-




(

321,313


)



(

321,313


)

Increase (decrease) in due to Sponsor




72,581





(

5,672


)




66,909



Increase in other accrued expenses




32,587






-






32,587
















Net cash used in operating activities



(

8,619,018


)




6,168,089





(

2,450,929


)

Cash flows from financing activities













Proceeds from sale of shares




40,151,470






-






40,151,470



Paid on redemption of shares



(

6,343,627


)



(

6,331,666


)



(

12,675,293


)

Net cash provided by/used in financing activities




33,807,843





(

6,331,666


)




27,476,177



Net increase (decrease) in cash and restricted cash




25,188,825





(

163,577


)




25,025,248



Cash and restricted cash, beginning of year




2,831,566






365,460






3,197,026



Cash and restricted cash, end of year


$


28,020,391




$


201,883




$


28,222,274
















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



























Cash


$


-




$


-




$


-



Segregated cash held by broker




28,020,391






201,883






28,222,274



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


$


28,020,391




$


201,883




$


28,222,274













See
accompanying notes to combined financial statements.
















37



























ETF
Managers Group Commodity Trust I








Notes
to Combined Financial Statements








June
30, 2021 and 2020















(1)
Organization















ETF
Managers Group Commodity Trust I (the “Trust”) was organized as a Delaware statutory trust on July 23, 2014. The Trust is
a series trust formed pursuant to the Delaware Statutory Trust Act and currently consists of one separate series. BREAKWAVE DRY BULK
SHIPPING ETF (“BDRY,” the “Fund”), is a commodity pool that continuously issues shares of beneficial interest
that may be purchased and sold on NYSE Arca. As described below, SIT RISING RATE ETF (“RISE”) also operated as a series of
the Trust, but was closed and liquidated prior to June 30, 2021. The Fund is managed and controlled by ETF Managers Capital LLC (the
“Sponsor”), a Delaware limited liability company. 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 BDRY’s commodity trading advisor.
















RISE
Closure and Liquidation
















On
October 16, 2020, the Sponsor announced that it would close and liquidate RISE because of the then current market conditions and the
Fund’s asset size. The last day the liquidated fund accepted creation orders was on October 30, 2020. Trading in RISE was suspended
after the close of the NYSE Arca on October 30, 2020. Proceeds of the liquidation were sent to shareholders on November 18, 2020 (the
“Distribution Date”). From October 30, 2020 through the distribution date, shares of RISE did not trade on the NYSE Arca
nor was there a secondary market for the shares. Any shareholders that remained in RISE on the Distribution Date automatically had their
shares redeemed for cash at the current net asset value on November 18, 2020.














BDRY
commenced investment operations on March 22, 2018. BDRY commenced trading on NYSE Arca on March 22, 2018 and trades under the symbol
“BDRY.”












BDRY’s
investment objective is to provide investors with exposure to the daily change in the price of dry bulk freight futures, before expenses
and liabilities of BDRY, by tracking the performance of a portfolio (the “BDRY Benchmark Portfolio”) consisting of a three-month
strip of the nearest calendar quarter of futures contracts on specified indexes (each a “Reference Index”) that measure rates
for shipping dry bulk freight (“Freight Futures”). Each Reference Index is published each United Kingdom business day by
the London-based Baltic Exchange Ltd. (the “Baltic Exchange”) and measures the charter rate for shipping dry bulk freight
in a specific size category of cargo ship – Capesize, Panamax or Supramax. The three Reference Indexes are as follows:




























Capesize

:
the Capesize 5TC Index;




























Panamax

:
the Panamax 4TC Index; and




























Supramax

:
the Supramax 6TC Index.














The
value of the Capesize 5TC Index is disseminated at 11:00 a.m., London Time and the value of the Panamax 4TC Index and the Supramax 6TC
Index each is disseminated at 1:00 p.m., London Time. The Reference Index information disseminated by the Baltic Exchange also includes
the components and value of each component in each Reference Index. Such Reference Index information also is widely disseminated by Reuters
and/or other major market data vendors.

















38



























BDRY
seeks to achieve its investment objective by investing substantially all of its assets in the Freight Futures currently constituting
the BDRY Benchmark Portfolio. The BDRY Benchmark Portfolio includes all existing positions to maturity and settles them in cash. During
any given calendar quarter, the BDRY Benchmark Portfolio progressively increases its positions to the next calendar quarter three-month
strip, thus maintaining constant exposure to the Freight Futures market as positions mature.














The
BDRY Benchmark Portfolio maintains long-only positions in Freight Futures. The BDRY Benchmark Portfolio includes a combination of Capesize,
Panamax and Supramax Freight Futures. More specifically, the BDRY Benchmark Portfolio includes

50

% exposure in Capesize Freight Futures
contracts,

40

% exposure in Panamax Freight Futures contracts and

10

% exposure in Supramax Freight Futures contracts. The BDRY Benchmark
Portfolio does not include and BDRY does not invest in swaps, non-cleared dry bulk freight forwards or other over-the-counter derivative
instruments that are not cleared through exchanges or clearing houses. 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.














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, ED & F Man Capital Markets, Inc. On a
daily basis, BDRY is obligated to pay, or entitled to receive, variation margin in an amount equal to the change in the daily settlement
level of its Freight Futures positions. Any assets not required to be posted as margin with the FCM may be held at BDRY’s custodian
or remain with the FCM in cash or cash equivalents, as discussed below.














BDRY
was created to provide investors with a cost-effective and convenient way to gain exposure to daily changes in the price of Freight Futures.
BDRY is intended to be used as a diversification opportunity as part of a complete portfolio, not a complete investment program.














The
Fund will incur certain expenses in connection with its operations. The Fund will hold cash or cash equivalents such as U.S. Treasuries
or other high credit quality, short-term fixed-income or similar securities for direct investment or as collateral for the Treasury Instruments
and for other liquidity purposes and to meet redemptions that may be necessary on an ongoing basis. These expenses and income from the
cash and cash equivalent holdings may cause imperfect correlation between changes in the Fund’s net asset value (“NAV”)
and changes in the Benchmark Portfolio, because the Benchmark Portfolio does not reflect expenses or income.














The
Fund seeks to trade its positions prior to maturity; accordingly, natural market forces may cost the Fund while rebalancing. Each time
the Fund seeks to reconstitute its positions, barring movement in the underlying securities, the futures and option prices may be higher
or lower. Such differences in price, barring a movement in the price of the underlying security, will constitute “roll yield”
and may inhibit the Fund’s ability to achieve its investment objective.














Several
factors determine the total return from investing in a futures contract position. One factor that impacts the total return that will
result from investing in near month futures contracts and “rolling” those contracts forward each month is the price relationship
between the current near month contract and the next month contract.














The
CTA will close existing positions when it determines it would be appropriate to do so and reinvest the proceeds in other positions. Positions
may also be closed out to meet orders for redemption baskets.

















39




























(2)
Summary of Significant Accounting Policies

















(a)
Basis of Accounting

















The
accompanying combined financial statements of the Fund have been prepared in conformity with U.S. generally accepted accounting principles
(“U.S. GAAP”). The Fund qualifies as an investment company for financial reporting purposes under Topic 946 of the Accounting
Standard Codification of U.S. GAAP.

















(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 notes. Actual results could differ from those estimates. There were no significant estimates used
in the preparation of the combined financial statements.

















(c)
Cash

















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

















Breakwave
is registered as a “commodity trading advisor” and acts as such for BDRY. The Fund’s arrangement with its FCM requires
the Fund to meet its variation margin requirement related to the price movements, both positive and negative, on futures contracts held
by the Fund by keeping cash on deposit with the Commodity Broker (as defined below). These amounts are shown as Segregated cash held
by broker in the Combined Statements of Assets and Liabilities. The Fund deposits cash or United States Treasury Obligations, as applicable,
with its FCM subject to the CFTC regulations and various exchange and broker requirements. The combination of the Fund’s deposits
with its FCM of cash and United States Treasury Obligations, as applicable, and the unrealized gain or loss on open futures contracts
(variation margin) represents the Fund’s overall equity in its brokerage trading account. The Fund uses its cash held by its FCM
to satisfy variation margin requirements. The Fund earns interest on its cash deposited with its FCM and interest income is recorded
on the accrual basis.

















(e)
Final Net Asset Value for Fiscal Period

















The
calculation time of the Fund’s final net asset value for creation and redemption of Fund shares for the years ended June 30, 2021
and June 30, 2020 was at 4:00 p.m. Eastern Time on June 30, 2021 and June 30, 2020, respectively. RISE was liquidated on November 18,
2020 at its final net asset value as of that date.
















Although
the Fund’s shares may continue to trade on secondary markets subsequent to the calculation of the final NAV, the 4:00 p.m. Eastern
Time represented the final opportunity to transact in creation or redemption baskets for the years ended June 30, 2021 and June 30, 2020.
















Fair
value per share is determined at the close of the NYSE Arca.
















For
financial reporting purposes, the Fund values its investment positions based upon the final closing price in their primary markets. Accordingly,
the investment valuations in these combined financial statements differ from those used in the calculations of the Fund’s final
creation/redemption NAVs at June 30, 2021 and 2020.

















(f)
Investment Valuation

















Short-term
investments, excluding U.S. Treasury Bills, are carried at amortized cost, which approximates fair value. U.S. Treasury Bills are valued
as determined by an independent pricing service based on methods which include consideration of: yields or prices of securities of comparable
quality, coupon, maturity and type; indications as to values from dealers; and general market conditions.
















Futures
and options contracts are valued at the last settled price on the applicable exchange on which that futures and/or options contract trades.


















40























(g)
Financial Instruments and Fair Value

















The
Fund discloses the fair value of its investments in accordance with the Financial Accounting Standards Board (“FASB”) fair
value measurement and disclosure guidance which requires a fair value hierarchy that prioritizes the inputs to valuation techniques used
to measure fair value. The disclosure requirements establish a fair value hierarchy that distinguishes between: (1) market participant
assumptions developed based on market data obtained from sources independent to the Fund (observable inputs); and (2) the Fund’s
own assumptions about market participant assumptions developed based on the best information available under the circumstances (unobservable
inputs). The three levels defined by the disclosure requirements hierarchy are as follows:
















Level
I: Quoted prices (unadjusted) in active markets for identical assets and liabilities that the reporting entity has the ability to access
at the measurement date.
















Level
II: Inputs other than quoted prices included within Level I that are observable for the asset or liability, either directly or indirectly.
Level II inputs include the following: quoted prices for similar assets or liabilities in active markets, quoted prices for identical
or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or
liability, and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market-corroborated
inputs).
















Level
III: Unobservable pricing input at the measurement date for the asset or liability. Unobservable inputs shall be used to measure fair
value to the extent that observable inputs are not available.
















In
some instances, the inputs used to measure fair value might fall in different levels of the fair value hierarchy. The level in the fair
value hierarchy within which the fair value measurement in its entirety falls shall be determined based on the lowest input level that
is significant to the fair value measurement in its entirety.
















Fair
value measurements also require additional disclosure when the volume and level of activity for the asset or liability have significantly
decreased, as well as when circumstances indicate that a transaction is not orderly.
















The
following tables summarize BDRY’s valuation of investments at June 30, 2021 and June 30, 2020 using the fair value hierarchy:


























































June
30, 2021














Short-Term
Investments











Futures
Contracts











Total







Level
I – Quoted Prices






$




42,654,058




a






$




21,723,570




b






$




64,377,628






















a


Included in Investments in securities in the Statements of Assets and Liabilities.













b


Included in Receivable on open futures contracts in the Statements of Assets and Liabilities.






























































June
30, 2020














Short-Term
Investments











Futures
Contracts











Total








Level
I – Quoted Prices







$




7,986,862




a






$




8,581,555




b






$




16,568,417






















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.

















Transfers
between levels are recognized at the end of the reporting period. During the years ended June 30, 2021 and 2020, BDRY recognized no transfers
from Level 1, Level 2 or Level 3.
















41
























The
inputs or methodology used for valuing investments are not necessarily an indication of the risk associated with investing in those securities.
















The
following table summarizes RISE’s valuation of investments at June 30, 2020 using the fair value hierarchy:




























































June 30,
2020














Short-Term


Investments





Purchased


Options


Contracts





Written


Options


Contracts





Futures


Contracts





Total







Level
I – Quoted Prices






$




4,865,473




a



$




14,296




a



$



(

4,148

)



b



$



(

5,144

)



c



$




4,870,477






















a
– Included in Investments in securities in the Combined Statements of Assets and Liabilities.












b


Included in Options written, at fair value in the Combined Statements of Assets and Liabilities.













c


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 year ended June 30, 2020, RISE recognized no transfers from
Level 1, Level 2 or Level 3.

















(h)
Investment Transactions and Related Income

















Investment
transactions are recorded on the trade date. All such transactions are recorded on the identified cost basis, and marked to market daily.
Unrealized gain/loss on open futures contracts is reflected in Receivable/Payable on open futures contracts in the Statements
of Assets and Liabilities and the change in the unrealized gain/loss between periods is reflected in the Combined Statements of Operations.
BDRY’s interest earned on short-term securities and on cash deposited with ED & F Man Capital Markets Inc. is accrued daily
and reflected as Interest Income, when applicable, in the Combined Statements of Operations.

















(i)
Federal Income Taxes

















The
Fund is registered as a Delaware statutory trust and is treated as a partnership for U.S. federal income tax purposes. Accordingly, the
Fund does not expect to incur U.S. federal income tax liability; rather, each beneficial owner is required to take into account their
allocable share of the Fund’s income, gain, loss, deductions and other items for the Fund’s taxable year ending with or within
the beneficial owner’s taxable year.
















Management
of the Fund has reviewed the open tax years and major jurisdictions and concluded that there is no tax liability resulting from unrecognized
tax benefits relating to uncertain income tax positions taken or expected to be taken in future tax returns at June 30, 2021 and June
30, 2020. The Fund is also not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized
tax benefits will significantly change in the next twelve months. On an ongoing basis, management will monitor its tax positions taken
to determine if adjustments to its conclusions are necessary based on factors including, but not limited to, further implementation of
guidance expected from the FASB and on-going analysis of tax law, regulation, and interpretations thereof. The Fund’s federal tax
returns are subject to examination by the Internal Revenue Service for a period of three years after they are filed.
















(3)
Investments
















(a)
Short-Term Investments















The
Fund may purchase U.S. Treasury Bills, agency securities, and other high-credit quality short-term fixed income or similar securities
with original maturities of one year or less. A portion of these investments may be used as margin for the Fund’s trading in futures
contracts.















(b)
Accounting for Derivative Instruments















In
seeking to achieve the Fund’s investment objective, the commodity trading advisor uses a mathematical approach to investing. Using
this approach, the applicable commodity trading advisor determines the type, quantity and mix of investment positions that it believes
in combination should produce returns consistent with the Fund’s objective.














All
open derivative positions at June 30, 2021 and at June 30, 2020, 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 Fund is generally representative of
the notional value of open positions to shareholders’ capital throughout the reporting periods for the Fund. The volume associated
with derivative positions varies on a daily basis as the Fund transacts in derivative contracts in order to achieve the appropriate exposure,
as expressed in notional value, in comparison to shareholders’ capital consistent with the Fund’s investment objective.

















42





















Following
is a description of the derivative instruments used by the Fund during the reporting period, including the primary underlying risk exposures.















(c)
Futures Contracts















The
Fund enters into futures contracts to gain exposure to changes in the value of the Benchmark Portfolio. A futures contract obligates
the seller to deliver (and the purchaser to accept) the future cash settlement of a specified quantity and type of a freight futures
or treasury futures contract at a specified time and place. The contractual obligations of a buyer or seller of a treasury futures contract
may generally be satisfied by making an offsetting sale or purchase of an identical futures contract on the same or linked exchange before
the designated date of delivery.














Upon
entering into a futures contract, the Fund is required to deposit and maintain as collateral at least such initial margin as required
by the exchange on which the transaction is affected. The initial margin is segregated as Cash held by broker, as disclosed in the Combined
Statements of Assets and Liabilities, and is restricted as to its use. Pursuant to the futures contract, the Fund agrees to receive from
or pay to the broker an amount of cash equal to the daily fluctuation in value of the futures contract. Such receipts or payments are
known as variation margin and are recorded by the Fund as unrealized gains or losses. The Fund will realize a gain or loss upon closing
a futures transaction.














Futures
contracts involve, to varying degrees, elements of market risk (specifically freight futures or treasury price risk) and exposure to
loss in excess of the amount of variation margin. The face or contract amounts reflect the extent of the total exposure the Fund has
in the particular classes of instruments. Additional risks associated with the use of futures contracts include imperfect correlation
between movements in the price of the futures contracts and the market value of the underlying securities and the possibility of an illiquid
market for a futures contract. With futures contracts, there is minimal counterparty risk to the Fund since futures contracts are exchange-traded
and the exchange’s clearinghouse, as counterparty to all exchange-traded futures contracts, guarantees the futures contracts against
default.














BREAKWAVE
DRY BULK SHIPPING ETF








Fair
Value of Derivative Instruments, as of June 30, 2021




























































Asset
Derivatives











Liability
Derivatives








Derivatives








Combined
Statements of


Assets and Liabilities








Unrealized


Gain











Combined
Statements of


Assets and Liabilities








Fair


Value







Interest
Rate Risk







Receivable on open futures contracts







$




21,723,570




*







-











-



























*




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














BREAKWAVE
DRY BULK SHIPPING ETF








Fair
Value of Derivative Instruments, as of June 30, 2020




























































Asset
Derivatives











Liability
Derivatives








Derivatives








Combined
Statements of


Assets and Liabilities








Unrealized


Gain











Combined
Statements of


Assets and Liabilities








Fair


Value







Interest
Rate Risk







Receivable on open futures contracts







$




8,581,555




*







-











-



























*




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























43























BREAKWAVE
DRY BULK SHIPPING ETF








The
Effect of Derivative Instruments on the Combined Statements of Operations








For
the Year Ended June 30, 2021









































Derivatives








Location
of Gain (Loss) on Derivatives








Realized


Gain on


Derivatives


Recognized


in Income











Change
in


Unrealized


Gain (Loss) on Derivatives Recognized


in Income










Interest
Rate Risk








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







$




48,115,213










$




13,142,015



















The
futures and options contracts open at June 30, 2021 are indicative of the activity for the year ended June 30, 2021.














BREAKWAVE
DRY BULK SHIPPING ETF








The
Effect of Derivative Instruments on the Combined Statements of Operations








For
the Year Ended June 30, 2020









































Derivatives








Location
of Gain (Loss) on Derivatives








Realized


Loss on


Derivatives


Recognized


in Income











Change
in


Unrealized


Gain (Loss) on Derivatives Recognized


in Income










Interest
Rate Risk








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







$



(

1,565,921




)






$




8,190,140



















The
futures and options contracts open at June 30, 2020 are indicative of the activity for the year ended June 30, 2020.














SIT
RISING RATE ETF








Fair
Value of Derivative Instruments, as of June 30, 2020









































































Asset
Derivatives








Liability
Derivatives





Derivatives








Combined
Statements of


Assets and Liabilities








Fair
Value











Combined
Statements of


Assets and Liabilities








Fair
Value







Interest
Rate Risk






Purchased
options






$




14,296




*






Payable
on open futures contracts






$



(

5,144




)**



Interest
Rate Risk
























Written
options, at fair value






$



(

4,148




)*

























*




Represents fair value of options 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.



















SIT
RISING RATE ETF








The
Effect of Derivative Instruments on the Combined Statements of Operations








For
the Year Ended June 30, 2020









































Derivatives








Location
of Gain (Loss) on Derivatives









Realized


Gain (Loss) on


Derivatives


Recognized


in Income












Change
in


Unrealized


Gain


(Loss) on


Derivatives


Recognized


in Income







Interest
Rate Risk







Net realized gain (loss) on investments, futures and options contracts and/or Change in unrealized gain (loss) on investments, futures and options contracts







$



(

903,915




)






$




336,740



















The
futures and options contracts open at June 30, 2020 are indicative of the activity for the year ended June 30, 2020.



















44


























(4)
Agreements
















(a)
Management Fee















The
Fund pays the Sponsor a sponsor fee (the “Sponsor Fee”) in consideration of the Sponsor’s advisory services to the
Funds. Additionally, the Fund pays its commodity 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 September 30, 2022 (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 $

39,184

and $

60,769

for the years ended June 30, 2021 and 2020,
respectively, as disclosed in the Combined Statements of Operations.














BDRY
(and, prior to its liquidation, RISE) currently accrues its daily expenses up to the Expense Cap, or, if less, at accrual estimates established
by the Sponsor. At the end of each month, the accrued amount is remitted to the Sponsor as the Sponsor has assumed, and is responsible
for the payment of the routine operational, administrative and other ordinary expenses of the Fund in excess of the Fund’s Expense
Cap, which in the case of RISE, aggregated $

136,902

and $

389,041

for the years ended June 30, 2021 and 2020, respectively, as disclosed
in the Combined Statements of Operations. In the case of BDRY, expenses absorbed by the Sponsor aggregated $-

0

- and $

284,850

for the
years ended June 30, 2021 and 2020, respectively, as disclosed in the Combined Statements of Operations.

















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















The
Fund has appointed U.S. Bank, a national banking association, with its principal office in Milwaukee, Wisconsin, as the custodian (the
“Custodian”). Its affiliate, U.S. Bancorp Fund Services, is the Fund accountant (“the Fund accountant”) of the
Fund, transfer agent (the “Transfer Agent”) for Fund shares and administrator for the Fund (the “Administrator”).
It performs certain administrative and accounting services for the Fund and prepares certain SEC, NFA and CFTC reports on behalf of the
Fund. (U.S. Bank and U.S. Bancorp Fund Services are referred to collectively hereinafter as “U.S. Bank”).














BDRY
has agreed to pay U.S. Bank

0.05

% of AUM, with a $

45,000

minimum annual fee payable for its administrative, accounting and transfer agent
services and

0.01

% of AUM, with an annual minimum of $

4,800

for custody services. BDRY paid U.S. Bank $

63,796

and $

61,854

for the years
ended June 30, 2021 and 2020, respectively, as disclosed in the Combined Statements of Operations.














Prior
to its liquidation RISE paid U.S. Bank $

19,486

and $

57,601

for the years ended June 30, 2021 and 2020, respectively, as disclosed in
the Combined Statements of Operations.

















45




























(c)
The Distributor















The
Fund pays ETFMG Financial LLC. (the “Distributor”), an affiliate of the Sponsor, an annual fee for statutory and wholesaling
distribution services and related administrative services equal to the greater of $

15,000

or

0.02

% of the Fund’s average daily
net assets, payable monthly. Pursuant to the Marketing Agent Agreement between the Sponsor, the Fund and the Distributor, the Distributor
assists the Sponsor and the Fund with certain functions and duties relating to distribution and marketing services to the Fund, including
reviewing and approving marketing materials and certain regulatory compliance matters. The Distributor also assists with the processing
of creation and redemption orders.














BDRY
incurred $

15,707

and $

15,821

in distribution and related administrative services for the years ended June 30, 2021 and 2020, respectively,
as disclosed in the Combined Statements of Operations.














Prior
to its liquidation, RISE incurred $

5,116

and $

15,539

in distribution and related administrative services for the years ended June 30,
2021 and 2020, respectively, as disclosed in the Combined Statements of Operations.















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
















Prior
to its liquidation, RISE also paid the Sponsor an annual fee for wholesale support services equal to 0.1% of RISE’s average daily
net assets, payable monthly

.














BDRY
incurred $

78,874

and $

35,622

in wholesale support fees for the years ended June 30, 2021 and 2020, respectively, as disclosed in the
Combined Statements of Operations.














Prior
to its liquidation, RISE incurred $

1,522

and $

6,223

in wholesale support fees for the years ended June 30, 2021 and 2020, respectively,
as disclosed in the Combined Statements of Operations.















(d)
The Commodity Broker















ED
& F Man Capital Inc., a Delaware limited liability company, serves as BDRY’s clearing broker , (the “Commodity Broker”).
In its capacity as clearing broker, the Commodity Broker executes and clear the Fund’s futures transactions and perform certain
administrative services for the Fund.














The
Fund pays brokerage commissions, including applicable exchange fees, National Futures Association (“NFA”) fees, give-up fees,
pit brokerage fees and other transaction related fees and expenses charged in connection with trading activities in CFTC regulated investments.
Brokerage commissions on futures contracts are recognized on a half-turn basis.














The
Sponsor does not expect annual brokerage commissions and fees to exceed

0.40

% (excluding the impact on the Fund of creation and/or redemption
activity) for BDRY, of the net asset value of the Fund for execution and clearing services on behalf of the Fund, although the actual
amount of brokerage commissions and fees in any year or any part of any year may be greater. The effects of trading spreads, financing
costs associated with financial instruments, and costs relating to the purchase of U.S. Treasury Securities or similar high credit quality
short-term fixed-income or similar securities are not included in the foregoing analysis. BDRY incurred $

518,616

and $

208,650

in brokerage
commissions and fees for the years ended June 30, 2021 and 2020, respectively, as disclosed in the Combined Statements of Operations.














Prior
to its liquidation, RISE incurred $

1,424

and $

4,961

in brokerage commissions and fees for the years ended June 30, 2021 and 2020, respectively,
as disclosed in the Combined Statements of Operations.





















46




























(e)
The Trustee















Under
the Amended and Restated Declaration of Trust and Trust Agreement (the “Trust Agreement”) for the Fund, Wilmington Trust
Company, the Trustee of the Fund (the “Trustee”) serves as the sole trustee of the Fund in the State of Delaware. The Trustee
will accept service of legal process on the Fund in the State of Delaware and will make certain filings under the Delaware Statutory
Trust Act. Under the Trust Agreement for the Fund, the Sponsor has the exclusive management and control of all aspects of the business
of the Fund. The Trustee does not owe any other duties to the Fund, the Sponsor or the Shareholders of the Fund. The Trustee has no duty
or liability to supervise or monitor the performance of the Sponsor, nor does the Trustee have any liability for the acts or omissions
of the Sponsor. BDRY incurred $

3,122

and $

2,500

, respectively, in trustee fees for years ended June 30, 2021 and 2020, which is included
in Other Expenses in the Combined Statements of Operations.














Prior
to its liquidation, RISE incurred $

1,878

and $

2,500

in trustee fees, respectively, for years ended June 30, 2021 and 2020, which is included
in Other Expenses in the Combined Statements of Operations.















(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 $

1,888,152

and $

847,729

, respectively, during the years ended June 30, 2021 and 2020 in routine offering, operational, administrative
or other ordinary expenses.














The
CTA fee waiver for BDRY by Breakwave was $

39,184

and $

60,759

, respectively, for the years ended June 30, 2021 and 2020.














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 $

284,850

, respectively, for the years ended June 30, 2021 and 2020.














Prior
to its liquidation, RISE incurred $

193,779

and $

456,460

, respectively, in routine offering, operational, administrative or other ordinary
expenses for the years ended June 30, 2021 and 2020.














Prior
to its liquidation, the assumption of Fund expenses above the RISE Expense Cap by the Sponsor pursuant to the undertaking (as discussed
in Note 4a) amounted to $

136,902

and $

389,041

, respectively, for the years ended June 30, 2021 and 2020.





















47
































(g)
Organizational and Offering Costs















Expenses
incurred in connection with organizing BDRY and up to the offering of its Shares upon commencement of its investment operations on March
22, 2018, were paid by the Sponsor and Breakwave without reimbursement.














Accordingly,
all such expenses are not reflected in the Combined Statements of Operations. The Fund will bear the costs of its continuous offering
of Shares and ongoing offering expenses. Such ongoing offering costs will be included as a portion of the Routine Offering, Operational,
Administrative and Other Ordinary Expenses. These costs will include registration fees for regulatory agencies and all legal, accounting,
printing and other expenses associated 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 the Fund, the costs of which were borne by the Fund and aggregated $

28,997

, of which $

4,926

was amortized to expense at June 30, 2021.
The remaining $

24,071

in prepaid expenses is included in the Statements of Assets and Liabilities at June 30, 2021. For the
year ended June 30, 2020 BDRY did not incur such expenses.















(h)
Extraordinary Fees and Expenses















The
Fund will pay all extraordinary fees and expenses, if any. Extraordinary fees and expenses are fees and expenses which are nonrecurring
and unusual in nature, such as legal claims and liabilities, litigation costs or indemnification or other unanticipated expenses. Such
extraordinary fees and expenses, by their nature, are unpredictable in terms of timing and amount. For the years ended June 30, 2021
and 2020, respectively, BDRY did not incur such expenses.















(5)
Creations and Redemptions















The
Fund issues and redeems Shares from time to time, but only in one or more Creation or Redemption Baskets. A Creation or Redemption Basket
is a block of

25,000

shares of the Fund. Baskets may be created or redeemed only by Authorized Participants.














Except
when aggregated in Creation or Redemption Baskets, the shares are not redeemable securities. Retail investors, therefore, generally will
not be able to purchase or redeem shares directly from or with the Fund. Rather, most retail investors will purchase or sell shares in
the secondary market with the assistance 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.















(a)
Transaction Fees on Creation and Redemption Transactions















In
connection with orders to create and redeem one or more Creation or Redemption Baskets, an Authorized Participant is required to pay
a transaction fee, or AP Transaction Fee, of $

250

($

500

prior to May 18, 2020) per order, which goes directly to the Custodian. The AP
Transaction Fees are paid by the Authorized Participants and not by the Fund.

















48




























(b)
Share Transactions
















BREAKWAVE
DRY BULK SHIPPING ETF






























































Summary
of Share Transactions for the Year Ended June 30, 2021










Shares











Net
Assets Increase


(Decrease)







Shares
Sold










4,450,000










$




95,774,278







Shares
Redeemed









(

6,250,000




)









(

85,383,922




)



Net
Increase (Decrease)









(

1,800,000




)






$




10,390,356






















BREAKWAVE
DRY BULK SHIPPING ETF






























































Summary
of Share Transactions for the Year Ended June 30, 2020










Shares











Net
Assets Increase


(Decrease)







Shares
Sold










5,950,000










$




40,151,470







Shares
Redeemed









(

500,000




)









(

6,343,627




)



Net
Increase










5,450,000










$




33,807,843






















SIT
RISING RATE ETF (PRIOR TO LIQUIDATION ON NOVEMBER 18, 2020




































































Summary
of Share Transactions for the Year Ended June 30, 2021










Shares











Net
Assets Increase


(Decrease)







Shares
Sold










-










$




-







Shares
Redeemed (Including in Liquidation)









(

250,040




)









(

4,998,233




)



Net
Decrease









(

250,040




)






$



(

4,998,233




)


































































Summary
of Share Transactions for the Year Ended June 30, 2020










Shares











Net
Assets Increase


(Decrease)







Shares
Sold










-










$




-







Shares
Redeemed









(

275,000




)









(

6,331,666




)



Net
Decrease









(

275,000




)






$



(

6,331,666




)
























49

























(6) Risk












(a) Investment Related Risk











The NAV of BDRY’s shares relates directly
to the value of the futures portfolio, cash and cash equivalents held by BDRY. Fluctuations in the prices of these assets could materially
adversely affect the value and performance of an investment in BDRY’s shares. Past performance is not necessarily indicative of
future results; all or substantially all of an investment in BDRY could be lost.











The NAV of BDRY’s shares relates directly
to the value of futures investments held by BDRY which are materially impacted by fluctuations in changes in spot charter rates. Charter
rates for dry bulk vessels are volatile and have declined significantly since their historic highs and may remain at low levels or decrease
further in the future.











Futures and options contracts have expiration
dates. Before or upon the expiration of a contract, BDRY may be required to enter into a replacement contract that is priced higher or
that have less favorable terms than the contract being replaced (see “Negative Roll Risk,” below). The Freight Futures market
settles in cash against published indices, so there is no physical delivery against the futures contracts.











Similar to other futures contracts, the Freight
Futures curve shape could be either in “contango” (where the futures curve is upward sloping with next futures price higher
than the current one) or “backwardation” (where each the next futures price is lower than the current one). Contango curves
are generally characterized by negative roll cost, as the expiring contract value is lower that the next prompt contract value, assuming
the same lot size. That means there could be losses incurred when the contracts are rolled each period (“Negative Roll Risk”)
and such losses are independent of the Freight Futures price level.












(b) Liquidity Risk











In certain circumstances, such as the disruption
of the orderly markets for the futures contracts or Financial Instruments in which the Fund invests, the Fund might not be able to dispose
of certain holdings quickly or at prices that represent what the market value may have been in an orderly market. Futures and option
positions cannot always be liquidated at the desired price. It is difficult to execute a trade at a specific price when there is a relatively
small volume of buy and sell orders in a market. A market disruption can also make it difficult to liquidate a position. The large size
of the positions that the Fund may acquire increases the risk of illiquidity both by making its positions more difficult to liquidate
and by potentially increasing losses while trying to do so. Such a situation may prevent the Fund from limiting losses, realizing gains
or achieving a high correlation with the Benchmark Portfolio.





















50























(c) Natural Disaster/Epidemic Risk













Natural or environmental disasters, such as earthquakes,
fires, floods, hurricanes, tsunamis and other severe weather-related phenomena generally, and widespread disease, including pandemics
and epidemics (for example, the novel coronavirus COVID-19), have been and can be highly disruptive to economies and markets and have
recently led, and may continue to lead, to increased market volatility and significant market losses. Such natural disaster and health
crises could exacerbate political, social, and economic risks previously mentioned, and result in significant breakdowns, delays, shutdowns,
social isolation, and other disruptions to important global, local and regional supply chains affected, with potential corresponding
results on the operating performance of the Fund and its investments. A climate of uncertainty and panic, including the contagion of
infectious viruses or diseases, may adversely affect global, regional, and local economies and reduce the availability of potential investment
opportunities, and increases the difficulty of performing due diligence and modeling market conditions, potentially reducing the accuracy
of financial projections. Under these circumstances, the Fund may have difficulty achieving its investment objective which may adversely
impact performance. Further, such events can be highly disruptive to economies and markets, significantly disrupt the operations of individual
companies (including, but not limited to, the Fund’s Sponsor and third party service providers), sectors, industries, markets,
securities and commodity exchanges, currencies, interest and inflation rates, credit ratings, investor sentiment, and other factors affecting
the value of the Fund’s investments. These factors can cause substantial market volatility. exchange trading suspensions and closures
and can impact the ability of the Fund to complete redemptions and otherwise affect Fund performance and Fund trading in the secondary
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 Fund's performance, resulting in losses to the Fund.












(d) Risk that Current Assumptions and Expectations Could Become
Outdated As a Result of Global Economic Shocks











The onset of the novel coronavirus (COVID-19)
has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain
the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic
activity in some instances has essentially ceased at times. Financial markets across the globe are experiencing severe distress at least
equal to what was experienced during the global financial crisis in 2008. The global economic shocks being experienced as of the date
hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant
losses.














(7) Profit and Loss Allocations and Distributions











Pursuant to the Trust Agreement, income and expenses
are allocated

pro rata

among the Shareholders monthly based on their respective percentage interests as of the close of the last
trading day of the preceding month. Any losses allocated to the Sponsor which are in excess of the Sponsor’s capital balance are
allocated to the Shareholders in accordance with their respective interest in the Fund as a percentage of total Shareholders’ capital.
Distributions (other than redemption of units) may be made at the sole discretion of the Sponsor on a

pro rata

basis in accordance
with the respective interests of the Shareholders.












(8) Indemnifications











The Sponsor, either in its own capacity or in
its capacity as the Sponsor and on behalf of the Fund, has entered into various service agreements that contain a variety of representations,
or provide indemnification provisions related to certain risks service providers undertake in performing services which are in the best
interests of the Fund. As of June 30, 2021, the Fund had not received any claims or incurred any losses pursuant to these agreements
and expects the risk of such losses to be remote.



















51





















(9) Termination











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











On October 16, 2020, the Sponsor announced that
it would close and liquidate the SIT RISING RATE ETF (“RISE”) because of current market conditions and the Fund’s asset
size. The last day the liquidated fund accepted creation orders was on October 30, 2020. Trading in RISE was suspended after the close
of the NYSE Arca on October 30, 2020. Proceeds of the liquidation were sent to shareholders on November 18, 2020 (the “Distribution
Date”). From October 30, 2020 through the distribution date, shares of RISE did not trade on the NYSE Arca nor was there a secondary
market for the shares. Any shareholders that remained in RISE on the Distribution Date automatically had their shares redeemed for cash
at the current net asset value on November 18, 2020.












(10) Net Asset Value and Financial Highlights











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, 2021 and 2020, 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.





























































































































































































































































BREAKWAVE DRY


BULK SHIPPING ETF



SIT RISING


RATE ETF









For the Year


Ended June 30,









For the Year


Ended June 30,












2021









2020









2020















Net Asset Value










Net asset value per Share, beginning of year


$


7.70




$


13.25




$


22.70



Net investment income (loss)



(

0.53


)



(

0.35


)




0.17



Net realized and unrealized gain (loss)




21.71





(

5.20


)



(

2.60


)

Net Income (Loss)




21.18





(

5.55


)



(

2.43


)

Net Asset Value per Share, end of year


$


28.88




$


7.70




$


20.27



Market Value per Share, end of year


$


29.35




$


7.39




$


20.26



Ratios to Average Net Assets*













Expense Ratio***




4.12


%




5.67


%




1.08


%

Expense Ratio*** before Waiver/Assumption




4.21


%




9.58


%




7.34


%

Net Investment Income (Loss)



(

4.11


%)



(

5.25


%)




0.75


%

Total Return, at Net Asset Value**




275.06


%



(

41.89


%)



(

10.70


%)

Total Return, at Market Value**




297.16


%



(

43.80


%)



(

10.87


%)





















*


Percentages are annualized.


















**


Percentages are not annualized.


















***


For Breakwave Dry Bulk Shipping ETF, Fund expenses have been capped at

3.50

% of average daily net assets, plus brokerage commissions, interest expense, and extraordinary expenses, if any.  Prior to the liquidation of Sit Rising Rate ETF, Fund expenses had been capped at

1.00

% of average daily net assets, plus brokerage commissions, interest expense, and extraordinary expenses.




















52




















Report of Independent Registered Public Accounting
Firm











To the Sponsor and Shareholders of





ETF Managers Group Commodity Trust I










Opinion on the financial statements









We have audited the following:



















accompanying
statements of assets and liabilities of Breakwave Dry Bulk Shipping ETF (“BDRY”) (a series of ETF Managers Group Commodity
Trust I (the “Trust”), including the schedules of investments, as of June 30, 2021 and 2020, the related statements of operations,
changes in net assets and cash flows of the Fund for the years then ended, and the related notes;



















the
accompanying statement of assets and liabilities of SIT Rising Rate ETF (“RISE”, formerly a series of the Trust and collectively
with BDRY the “Funds”) as of June 30, 2020, including the schedule of investments, the related statement of operations, changes
in net assets and cash flows for the year then ended and for the period from July 1, 2020 to October 30, 2020 (date on which RISE terminated
operations) and the related notes; and



















the
combined statement of assets and liabilities of the Trust as of June 30, 2020, including the combined schedule of investments of the
Trust, the combined statements of operations, changes in net assets and cash flows of the Trust for the year then ended and for the period
from July 1, 2020 to October 30, 2020 (date on which RISE terminated operations), 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, 2021 and June 30, 2020, 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











These financial statements are the responsibility
of the Funds’ and the Trust’s management. Our responsibility is to express an opinion on the Funds’ and Trust’s
financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent
with respect to the Funds and the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of
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. Accordingly, we express no such opinion.









Our audits included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as
evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.









/s/ WithumSmith+Brown, PC









We have served