ck0001683471-20260429
21Shares FTSE Crypto 10
Index ETF (TTOP)
21Shares FTSE Crypto 10
ex-BTC Index ETF (TXBC)
Each,
a series of Listed Funds Trust
Listed
on NYSE Arca, Inc.
PROSPECTUS
April
30, 2026
These
securities have not been approved or disapproved by the U.S. Securities and
Exchange Commission (the “SEC”) or the U.S. Commodity Futures Trading Commission
(the “CFTC”), nor have the SEC or CFTC passed upon the accuracy or adequacy of
this Prospectus. Any representation to the contrary is a criminal
offense.
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21SHARES
FTSE CRYPTO 10 ex-BTC INDEX ETF -
SUMMARY |
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| 21SHARES
FTSE CRYPTO 10 INDEX ETF - FUND SUMMARY |
Investment
Objective
The
21Shares FTSE Crypto 10 Index ETF (the “Top 10 Fund” or the “Fund”) seeks to
track, before fees and expenses, the price performance of the FTSE Crypto 10
Select Index (the “Index”).
Fees and Expenses of the
Fund
This
table describes the fees and expenses that you may pay if you buy, hold, and
sell shares of the Fund (“Shares”). You
may pay other fees, such as brokerage commissions and other fees to financial
intermediaries, which are not reflected in the table and Example
below.
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Shareholder
Fees (fees
paid directly from your investment) |
None |
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Annual
Fund Operating Expenses
(expenses
that you pay each year as a percentage of the value of your
investment) |
| Management
Fee |
0.50% |
| Distribution
and/or Service (12b-1) Fees |
0.00% |
|
Other
Expenses1,2 |
1.07% |
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| Total
Annual Fund Operating Expenses |
1.57% |
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1.“Other
Expenses” consists of interest expense incurred in connection with the Fund’s
reverse repurchase agreements. It is a cost of investing in reverse repurchase
agreements similar to other investment-related expenses, but is required to be
reflected as a Fund expense for accounting purposes. The amount shown has been
annualized to reflect a full fiscal year of
operations.
2.Teucrium
Investment Advisors, LLC (the “Adviser”), also serves as the investment adviser
to the Subsidiary (defined below), and provides the Subsidiary with the same
type of management services, under essentially the same terms, as it provides
the Fund. The Adviser has agreed to waive the management fee of 0.50% to be paid
by the Subsidiary. This waiver will continue in effect for so long as the Fund
invests in the Subsidiary, and at least April 30,
2027. This waiver may be terminated only with the approval of
the Subsidiary’s Board of Directors.
Example
This Example is intended to help you compare the cost of investing
in the Fund with the cost of investing in other funds. The Example assumes that
you invest $10,000 in the Fund for the time periods indicated and then redeem
all of your Shares at the end of those periods. The Example also assumes that
your investment has a 5% return each year and that the Fund’s operating expenses
remain the same. The Example does not take into account brokerage commissions
that you may pay on your purchases and sales of Shares.
Although your actual costs may be higher
or lower, based on these assumptions your costs would be:
Portfolio
Turnover
The
Fund pays transaction costs, such as commissions, when it buys and sells
securities (or “turns over” its portfolio). A higher portfolio turnover rate may
indicate higher transaction costs and may result in higher taxes when Shares are
held in a taxable account. These costs, which are not reflected in the Total
Annual Fund Operating Expenses or in the Example, affect the Fund’s performance.
For the fiscal period November 13, 2025 (commencement of operations) through
December 31, 2025, the Fund’s portfolio turnover rate was 11% of the average value of its
portfolio.
Principal Investment
Strategies
The
Fund is an exchange-traded fund (“ETF”) that employs a “passive management” (or
indexing) investment approach designed to track, before fees and expenses, the
price performance of the Index. The Fund does not try to outperform the Index
and does not seek to invest in temporary defensive positions when markets
decline or appear overvalued.
The
Index measures the performance of the top ten largest crypto assets globally,
ranked by their market capitalization (collectively, the “Underlying Crypto
Assets”). All crypto assets that meet the Index eligibility criteria may be
included in the Index. The Index is reconstituted and rebalanced quarterly in
March, June, September and December. Therefore, the crypto assets represented in
the Index are likely to change over time. Each crypto asset’s weighting in the
Index is based solely on its market capitalization. A crypto asset’s market
capitalization is defined as its “circulating” supply (i.e.,
the total number of coins or tokens currently available for trading in the
market) as of the last day of the month prior to the Index’s quarterly rebalance
month multiplied by its price on the Wednesday after the first Friday of the
Index’s quarterly rebalance month. The Index Provider (as defined below)
determines the circulating supply and the price of each crypto asset included in
the Index using publicly available data from multiple well-established and
reputable cryptocurrency trading platforms selected by the Index Provider.
As
of March 31, 2026, the Index constituents include the following:
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| Crypto
Asset |
Weighting
(as of March 31, 2026) |
| Bitcoin |
72.37% |
| Ethereum |
13.64% |
| Binance
Coin |
4.12% |
| XRP |
4.13% |
| Solana |
2.25% |
| Dogecoin |
0.67% |
| Cardano |
0.43% |
The
Index is constructed and maintained by FTSE Russell (the “Index Provider”). The
Index Provider is not affiliated with the Fund, the Adviser, or 21Shares US LLC
(the “Sub-Adviser”).
The
Fund seeks to achieve its investment objective by investing primarily in
securities and financial instruments that derive their value from the
performance of the Underlying Crypto Assets. The
Fund does not invest directly in any crypto assets, including the Underlying
Crypto Assets. In
seeking to achieve its investment objective, the Fund may invest in (i) exchange
traded products (“ETPs”) that provide exposure to one or more Underlying Crypto
Assets, including by holding one or more Underlying Crypto Assets directly; (ii)
ETFs registered under the 1940 Act that provide exposure to one or more
Underlying Crypto Assets; and (iii) financial instruments, including swap
agreements, futures contracts, and options contracts that provide direct and
indirect economic exposure to one or more Underlying Crypto Assets. The Fund may
invest in ETPs, ETFs or other products managed by, sponsored by, or otherwise
associated with a Sub-Adviser.
The
Fund invests, under normal circumstances, at least 80% of its net assets, plus
the amount of any borrowings for investment purposes, in investments that
provide exposure to Underlying Crypto Assets or have economic characteristics
that are substantially similar to Underlying Crypto Assets. Additional
information about the securities and financial instruments in which the Fund
will primarily invest is described below:
•ETPs.
The Fund may invest directly in ETPs. ETPs in which the Fund may invest are
designed to provide exposure to the performance of one or more Underlying Crypto
Assets and either hold such crypto assets directly or are fully secured by
holdings of such crypto assets (“Spot Crypto ETPs”). The Fund may invest in U.S.
ETPs or non-U.S. ETPs. The U.S. ETPs generally issue shares of beneficial
interest that derive their value from a basket of one or more crypto assets.
Each non-U.S. ETP will generally be structured as an exchange traded note, and
issue bonds that are collateralized by the respective amount of units of the
particular Underlying Crypto Asset. The non-U.S. ETPs in which the Fund may
invest will be listed on a European exchange and domiciled in Europe, including
the United Kingdom and Channel Islands. ETPs are not registered under the 1940
Act, and thus do not provide shareholders with the protections afforded by the
1940 Act. The Fund may invest in ETPs managed by, sponsored by, or otherwise
associated with the Sub-Adviser.
•ETFs.
The Fund may invest in ETFs that are registered under the 1940 Act that provide
exposure to one or more crypto assets (“Crypto ETFs”). ETFs are a type of
open-end fund, shares of which are traded on a national securities exchange.
ETFs may not hold any Underlying Crypto Assets directly, but may invest in
derivatives instruments that provide exposure to various crypto assets. The Fund
may invest in ETFs managed by, sponsored by or otherwise associated with the
Sub-Adviser.
•Swap
Agreements.
Swap agreements are derivative contracts entered into primarily with major
global financial institutions for a specified period. In a standard swap
transaction, two parties agree to exchange or “swap” payments based on the
change in value of a reference asset or benchmark, such as an index, or in the
case of the Fund, the return earned on an investment in one or more Underlying
Crypto Assets (each a “Crypto Swap”). It is expected that the Fund will invest
in swaps that use one or more of the following as a reference asset or
benchmark: (i) a reference rate or index tied to one or more Underlying Crypto
Assets, (ii) Spot Crypto ETPs or Crypto ETFs, or (iii) other benchmarks that the
Adviser or Sub-Adviser believes produce returns consistent with one or more
Underlying Crypto Assets.
•Futures
Contracts.
In order to obtain exposure to Underlying Crypto Assets, the Fund may enter
into, as the “buyer,” futures contracts, that trade on an exchange registered
with the Commodity Futures Trading Commission (“CFTC”). The futures contracts
may be tied directly to an Underlying Crypto Asset or to a Crypto ETF or Spot
Crypto ETP (as described below) (“Crypto Futures Contracts”). In order to
maintain its exposure to the Underlying Crypto Assets, the Fund may exit its
futures contracts as they near expiration and replace them with new futures
contracts with a later expiration date. This process is referred to as
“rolling.” The Fund may invest in futures contracts of any expiration date
traded on any CFTC-regulated commodity futures exchange, also known as a
“designated contract market” (“DCM”).
•Options.
The Fund may invest in exchange traded options contracts that reference the
Underlying Crypto Assets or Crypto ETFs or Spot Crypto ETPs (“Crypto Options”
and, together with Crypto ETPs, Crypto ETFs, Crypto Swaps and Crypto
Futures
Contracts, “crypto-related investments”). The Fund may invest in options traded
on an exchange registered with the CFTC, or on foreign exchanges. In general, an
option is a contract that gives the purchaser (holder) of the option, in return
for a premium, the right to buy from (call) or sell to (put) the seller (writer)
of the option the security or currency underlying the option at a specified
exercise price. Traditional exchange-traded options contracts have standardized
terms, such as the type (call or put), the reference asset, the strike price and
expiration date. In the U.S., exchange-traded options contracts are guaranteed
for settlement by the Options Clearing Corporation (“OCC”).
In
seeking to achieve its investment objective, the Fund may also invest in equity
securities of “crypto-related companies.” For these purposes, crypto-related
companies are companies that the Adviser or a Sub-Adviser believes provide
returns that generally correspond, or are closely related, to the performance of
one or more Underlying Crypto Assets. Similar to other types of crypto-related
investments, there can be no assurance that the returns of crypto-related
companies will correspond, or be closely-related, to the performance of an
Underlying Crypto Assets.
The
mix of investments used to achieve the Fund’s desired exposure to the Underlying
Crypto Assets is at the sole discretion of the Adviser or Sub-Adviser. The
Adviser or Sub-Adviser may consider the following factors, among others, when
determining the Fund’s investments: liquidity, regulatory requirements, risk
mitigation measures, the Fund’s FCMs (as defined below), the financial condition
of counterparties and market conditions.
The
Fund also expects to engage in reverse repurchase agreements, a form of
borrowing.
The
Fund expects to invest in certain investments indirectly through a wholly-owned
subsidiary organized under the laws of the Cayman Islands (the “Subsidiary”).
The Fund’s investment in the Subsidiary is intended to provide the Fund with
exposure to one or more of the Underlying Crypto Assets within the limits of
current federal income tax laws applicable to investment companies such as the
Fund, which limit the ability of investment companies to invest directly in
certain investments that do not generate qualifying income for tax purposes. The
Subsidiary, which is also managed by the Adviser, may invest in certain
investments, such as derivatives instruments (including swaps, futures, and
options), to a greater extent than the Fund. Except as otherwise noted, for
purposes of this Prospectus, references to the Fund’s investments include the
Fund’s indirect investments through the Subsidiary. Because the Fund intends to
elect to be treated as a regulated investment company (“RIC”) under the Internal
Revenue Code of 1986, as amended (the “Code”), the size of the Fund’s investment
in the Subsidiary generally will be limited to 25% of the Fund’s total assets,
tested at the end of each fiscal quarter (the “Asset Diversification Test”).
Although
the Fund does not seek leveraged returns, investing in certain financial
instruments may have a leveraging effect on the Fund. The Fund will invest in
cash, cash-like instruments and/or high-quality securities (collectively,
“Collateral”). The Collateral may consist of: (i) U.S. Government securities,
such as bills, notes and bonds issued by the U.S. Treasury; (ii) money market
funds; and/or (iii) corporate debt securities, such as commercial paper and
other short-term unsecured promissory notes issued by businesses that are rated
investment grade or determined by the Adviser or Sub-Adviser to be of comparable
quality. Such Collateral is designed to provide liquidity, serve as margin or
otherwise collateralize the Fund’s investments in financial
instruments.
In
seeking to achieve its investment objective, the Fund may use either a
“replication” strategy, meaning the Fund will invest in investments that provide
exposure to all of the Index constituents in the approximate proportions as in
the Index, or a “representative sampling” strategy, meaning it may invest in
investments that provide exposure to a sample of the Index constituents whose
risk, return, and other characteristics closely resemble the risk, return, and
other characteristics of the Index as a whole. The Fund or the Subsidiary may
over-weight or under-weight its exposure to a particular Underlying Crypto
Asset, or a subset of Underlying Crypto Assets, such that the Fund has greater
or lesser exposure to that Underlying Crypto Asset or subset of Underlying
Crypto Assets than is represented by the Index. This may cause the Fund to gain
exposure to crypto assets not included in the Index, but which the Adviser
believes are appropriate to substitute for certain Underlying Crypto Assets. As
a result, the price performance of the Fund’s portfolio may deviate from the
returns of the Index.
To the extent
the Index concentrates (i.e., holds more than 25% of its net assets) in the
securities of a particular industry or group of related industries, the Fund
will concentrate its investments to approximately the same extent as the
Index. The Fund is deemed to be “non-diversified,” which means
that it may invest a greater percentage of its assets in the securities of a
single issuer or a small number of issuers than if it was a diversified
fund.
Information
About Crypto Assets
Crypto
assets are bearer assets whose ownership is secured by cryptographic protocols
and incentives that operate on a network of computers utilizing blockchains, as
defined below. Digital assets are intended to allow for storage and transfer
without the need for a trusted intermediary. Well-known blockchains that have
their own native digital assets include Bitcoin and Ethereum.
Digital
assets are traded on trading venues around the world, as well as on
over-the-counter and peer-to-peer markets. Digital assets can be converted to
fiat currencies or into other digital assets at rates determined by supply and
demand on these markets. Derivative investment products, including futures,
options, and swaps contracts, are also available that allow investors to build
sophisticated investment and trading strategies focused around the most
prominent digital assets.
The
number and diversity of market participants and companies operating in the
digital asset space has also increased dramatically over the past several years.
Currently, there are a wide range of companies providing services related to
digital assets to retail and institutional investors. These include companies
that provide trading venues, custody solutions for institutional and retail
investors, investment funds, payment services, trading services, lending and
collateral management, and prime brokerage.
The ownership of digital assets is recorded in a digital ledger or
database (a “blockchain”). Blockchains differ from traditional databases in that
they are designed not to be controlled by any single party, but rather, to be
maintained by a distributed network of computers, each of which maintains and
updates its own copy of the ledger. Each participant in this network is
incentivized to process transactions according to a set of predetermined rules
and to keep its ledger consistent with the rest of the network over
time.
Principal
Investment Risks
The
Underlying Crypto Assets are relatively new investments. The Underlying Crypto
Assets are subject to unique and substantial risks and historically have been
subject to significant price volatility. The value of an investment in the Fund
could decline significantly and without warning, including to $0. You should be
prepared for the possibility of losing your entire investment.
An investment in the Fund does not represent a complete investment program.
An investment in the Fund is not a bank deposit and it is not
insured or guaranteed by the Federal Deposit Insurance Corporation or any other
government agency, the Adviser, Sub-Adviser or any of their
affiliates.
The
principal risks of investing in the Fund are summarized below. Each risk
summarized below is considered a “principal risk” of investing in the Fund,
regardless of the order in which it appears. As with any investment, there is a
risk that you could lose all or a portion of your investment in the Fund. Some
or all of these risks may adversely affect the Fund’s NAV, trading price, yield,
total return, and/or ability to meet its investment objective. The following
risks could affect the value of your investment in the Fund:
•Crypto
Asset Risk. The
Fund’s performance is subject to the risks of the crypto assets industry. The
trading prices of many crypto assets, including the Underlying Crypto Assets,
have experienced extreme volatility and may do so in the future. Extreme
volatility in the future, including declines in the trading prices of the
Underlying Crypto Assets, could have a material adverse effect on the value of
the Fund’s shares and the shares could lose all or substantially all of their
value. The value of the shares is subject to a number of factors relating to the
fundamental investment characteristics of the Underlying Crypto Assets as crypto
assets, including the fact that crypto assets are bearer instruments and loss,
theft, destruction, or compromise of the associated private keys could result in
permanent loss of the asset, and the capabilities and development of blockchain
technologies. Crypto assets represent a new and rapidly evolving industry, and
the value of the Fund’s shares depends on the acceptance of the Underlying
Crypto Assets. Changes in the governance of a crypto asset network may not
receive sufficient support from users and miners, which may negatively affect
that crypto asset network’s ability to grow and respond to challenges. An
investor should be prepared to lose the full principal value of their investment
suddenly and without warning.
A
number of factors affecting the price and market for Underlying Crypto Assets
held by the Fund.
◦Supply
and Demand.
It is believed that speculators and investors who seek to profit from trading
and holding crypto assets currently account for a significant portion of demand
for any crypto asset. Such speculation regarding the potential future
appreciation in the price of Underlying Crypto Assets may artificially inflate
or deflate the price of Underlying Crypto Assets. Market fraud and/or
manipulation and other fraudulent trading practices such as the intentional
dissemination of false or misleading information (e.g.,
false rumors) can, among other things, lead to a disruption of the orderly
functioning of markets and significant market volatility, and cause the value of
crypto asset futures to fluctuate quickly and without
warning.
◦Crypto
Asset Competition Risk. As
of November 1, 2025, ether was the second largest digital asset by market
capitalization as tracked by CoinMarketCap.com, and bitcoin and ether comprised
71.8% of the total market capitalization of the crypto asset ecosystem tracked
by CoinMarketCap.com. Alternative crypto assets tracked by CoinMarketCap.com had
a total market capitalization of approximately $1.0 trillion as of November 1,
2025. In addition, many consortiums and financial institutions are also
researching and investing resources into private or permissioned smart contracts
platforms rather than open platforms like the Ethereum Network. Competition from
the emergence or growth of alternative digital assets and smart contracts
platforms could have a negative impact on the demand for, and price of, bitcoin
and ether and thereby adversely affect price of the Underlying Crypto Assets and
the value of the Fund’s shares.
So-called
“Layer 2” solutions are protocols built on top of an underlying smart contract
platform blockchain, and intended to provide scalability to the underlying
blockchain by increasing transaction efficiency. For example, Polygon is a smart
contract platform protocol built on top of the Ethereum Blockchain; it is
intended to provide scalability to Ethereum by allowing users to transact on a
variety of blockchains deployed on the Ethereum Network. Under this model,
Ethereum functions as the base layer, or “Layer 1” blockchain. The Polygon
protocol offers developers sidechain, roll-ups and other Layer 2 solutions which
can be tailored to an individual developer’s intended use case. Such solutions
are intended to improve upon the transaction speed, cost and efficiency of
transactions on their respective Layer 1. However, Layer 2 solutions have only
been recently developed and may not function as intended. For example, smart
contracts deployed on one Layer 2 solution may not be interoperable with smart
contracts deployed on other Layer 2 solutions. In particular, the advent of
Layer 2 solutions presents the possibility of fracturing liquidity of DeFi
“decentralized applications” (“dApps”) on a smart
contract
platform’s mainchain by splitting such liquidity among multiple,
non-interoperable Layer 2 solutions, which could limit their use case or reduce
efficiency. Layer 2 solutions also rely, to various degrees, on the
functionality of the underlying Layer 1 blockchain. To the extent that the
Ethereum Network is viewed as an unreliable Layer 1 solution, or that other
networks provide better speed, costs, efficiency and features than the Ethereum
Network, use of the Ethereum Network as a Layer 1 solution may decline with a
corresponding reduction in the demand for, and price of, ether. In addition,
DeFi dApps have been the frequent of numerous hacking and manipulation attempts,
with some such attempts resulting in irreversible losses to their users. There
is also considerable regulatory uncertainty regarding DeFi dApps status and
compliance with a variety of legal regimes, including federal securities law,
anti-money laundering laws, and federal and state money service business laws.
To the extent that DeFi dApps continue to experience hacking events or adverse
regulatory events, the Ethereum Networks value as a Layer 1 solution may decline
with a corresponding reduction in the demand for, and price of,
ether.
◦Adoption
and Use of Crypto Assets. Crypto
assets and crypto-related investments are relatively new investments, and the
continued adoption of the relevant crypto asset will require growth in its usage
as a means of payment or for recordkeeping. Even if growth in crypto asset
adoption continues in the near or medium-term, there is no assurance that crypto
asset usage will continue to grow over the long-term. A contraction in the use
of a crypto asset may result in a lack of liquidity, increased volatility in and
a reduction in the price of the crypto asset.
Many digital asset networks face significant scaling challenges and
are being upgraded with various features designed to increase the speed of
digital asset transactions and the number of transactions that can be processed
in a given period (known as “throughput”). These attempts to increase the volume
of transactions may not be effective, and such upgrades may fail, resulting in
potentially irreparable damage to a crypto asset’s network and the value of the
Underlying Crypto Assets.
◦Risk
Factors Related to the Regulation of Crypto Assets. Any
final determination by a court that any crypto asset is a “security” may
adversely affect the value of the Underlying Crypto Assets and the value of the
Fund’s shares, and, if the Underlying Crypto Asset is not, or cannot, be
registered as a security, result in a potential exclusion from the
Fund.
Depending
on its characteristics, a crypto asset may be considered a “security” under the
federal securities laws. The test for determining whether a particular crypto
asset is a “security” is complex and difficult to apply, and the outcome is
difficult to predict. Public, though non-binding, statements by senior officials
at the SEC have indicated that the SEC did not consider bitcoin or ether to be
securities, and does not currently consider bitcoin to be a security. The SEC
staff has also provided informal assurances via no-action letters to a handful
of promoters that their digital assets are not securities.
On
the other hand, the SEC has brought enforcement actions against the issuers and
promoters of several other crypto assets on the basis that the crypto assets in
question are securities. More recently, the SEC has also brought enforcement
actions against various crypto asset trading platforms for allegedly operating
unregistered securities exchanges on the basis that certain of the crypto assets
traded on their platforms are securities. For example, in June 2023, the SEC
brought a complaint against Coinbase (the “Coinbase Complaint”) alleging
violations of a variety of securities laws. In its complaint, the SEC asserted
that Solana is a security under the federal securities laws. In February 2025,
the SEC dismissed the Coinbase Complaint.
If
an appropriate court determines that an Underlying Crypto Asset is a security,
the Adviser would not intend to permit the Fund to continue holding its
investments in a way that would violate the federal securities laws. The
resolution of the current ambiguity concerning the regulatory status of crypto
assets could result in negative regulatory and tax consequences for the Fund and
its shareholders, including the Fund’s failure to qualify as a RIC, the
consequences of which are discussed under “Tax Risk”, and the elimination of the
shareholder protections afforded by the 1940 Act.
◦Largely
Unregulated Marketplace. Crypto
asset trading venues are relatively new and, in most cases, largely unregulated.
As a result of this lack of regulation, individuals, or groups may engage in
insider trading, fraud or market manipulation with respect to crypto assets.
Such manipulation could cause investors in crypto assets to lose money, possibly
the entire value of their investments. Additionally, some digital asset trading
platforms may not operate in compliance with applicable law, and such
non-compliance may cause such platforms to close operations in certain
jurisdictions and/or be subject of regulatory
investigations.
Crypto
asset trading venues are not subject to the same regulations as regulated
securities or futures exchanges. Crypto asset trading venues that are regulated
typically must comply with minimum net worth, cybersecurity, and anti-money
laundering requirements, but are not typically required to protect customers or
their markets to the same extent that regulated securities exchanges or futures
exchanges are required to do so. As a result, markets for crypto assets may be
subject to manipulation or fraud and may be subject to larger and/or more
frequent sudden declines than assets traded on more traditional exchanges.
Investors in crypto assets may lose money, possibly the entire value of their
investments.
Over
the past several years, a number of crypto asset trading venues have been closed
due to fraud, failure or security breaches. The nature of the assets held at
crypto asset trading venues make them appealing targets for hackers and a number
of digital asset trading venues have been victims of cybercrimes and other
fraudulent activity. These activities have caused
significant,
in some cases total, losses for crypto investors. Investors in crypto assets may
have little or no recourse should such theft, fraud or manipulation occur. There
is no central registry showing which individuals or entities own crypto assets
or the quantity of crypto assets that are owned by any particular person or
entity. There are no regulations in place that would prevent a large holder or a
group of holders from selling their crypto assets, which could depress the price
of the applicable crypto asset, or otherwise attempting to manipulate the price
of the crypto asset. Events that reduce user confidence in a crypto asset, the
applicable blockchain and the fairness of crypto asset trading venues could have
a negative impact on the price of a crypto asset and the value of an investment
in the Fund.
If
the crypto asset trading venues become subject to onerous regulations or are
subject to enforcement actions by regulatory authorities (including FinCEN, SEC,
CFTC, FINRA, the Consumer Financial Protection Bureau, the Department of
Justice, the Department of Homeland Security, the Federal Bureau of
Investigation, the Internal Revenue Service (“IRS”), the Office of the
Comptroller of the Currency, the Federal Deposit Insurance Corporation, the
Federal Reserve, and state financial institution regulators), among other
things, trading in the Underlying Crypto Assets may be concentrated in a smaller
number of trading venues, which may materially impact the price, volatility, and
trading volumes of Underlying Crypto Assets. Additionally, the trading venues
may be required to comply with tax, anti-money laundering (“AML”),
know-your-customer and other regulatory requirements, and compliance and
reporting obligations that may make it more costly to transact in or trade
Underlying Crypto Assets (which may materially impact price, volatility, or
trading of Underlying Crypto Assets more generally). Each of these events could
have a negative impact on the value of an investment in the Fund.
The
trading of crypto assets are fragmented across numerous trading venues. The
fragmentation of the volume of crypto asset transactions across multiple trading
venues can lead to a higher volatility than would be expected if volume was
concentrated in a single trading venue. Market fragmentation and volatility
increase the likelihood of price differences across different trading
venues.
◦Cybersecurity
Risk. Blockchain
technology and network functionality rely on the Internet. A significant
disruption or interruption of Internet connectivity affecting large numbers of
users or geographic areas could impede the functionality of blockchain
technologies and the price of crypto assets. In addition, certain features of
blockchain technology, such as decentralization, open source protocol, including
the code of digital contracts stored on a blockchain, that are automatically
executed when predetermined terms and conditions are met (“smart contracts”),
and reliance on peer-to-peer connectivity, may increase the risk of fraud or
cyber-attack by potentially reducing the likelihood of a coordinated response.
Cybersecurity exploitations or attacks against entities that custody or
facilitate the transfers or trading of a crypto asset could result in a
significant theft of the crypto asset and a loss of public confidence, which
could lead to a decline in the value of the crypto asset and, as a result,
adversely impact the Fund’s investment in an Underlying Crypto Asset.
Additionally, if a malicious actor or botnet (i.e.,
a volunteer or hacked collection of computers controlled by networked software
coordinating the actions of the computers) obtains control of more than 50% of
the processing power of a crypto asset’s network, such actor or botnet could
alter the blockchain and adversely affect the value of the crypto asset, which
would adversely affect the Fund’s investment in an Underlying Crypto
Asset.
◦Forked
Asset Risk. Crypto
asset networks operate using open-source protocols, meaning that any user can
download the software, modify it and then propose that the users and validators
adopt the modification. When a modification is introduced and a substantial
majority of users and validators consent to the modification, the change is
implemented and the network remains uninterrupted. However, if less than a
substantial majority of users and validators consent to the proposed
modification, and the modification is not compatible with the software prior to
its modification, the consequence would be what is known as a “hard fork” of a
crypto asset network, with one group running the pre-modified software and the
other running the modified software. The effect of such a fork would be the
existence of two versions of a crypto asset network running in parallel, yet
lacking interchangeability. For example, in August 2017, bitcoin “forked” into
bitcoin and a new digital asset, Bitcoin Cash, as a result of a several year
dispute over how to increase the rate of transactions that the Bitcoin network
can process.
Forks
may also occur as a network community’s response to a significant security
breach. For example, in June 2016, an anonymous hacker exploited a smart
contract running on the Ethereum Network to siphon approximately $60 million of
ether held by The DAO, a distributed autonomous organization, into a segregated
account. In response to the hack, most participants in the Ethereum community
elected to adopt a “fork” that effectively reversed the hack. However, a
minority of users continued to develop the original blockchain, now referred to
as “Ethereum Classic” with the digital asset on that blockchain now referred to
as Ether Classic (“ETC”). ETC now trades on several digital asset trading
platforms. A fork may also occur as a result of an unintentional or
unanticipated software flaw in the various versions of otherwise compatible
software that users run. Such a fork could lead to users and validators
abandoning the digital asset with the flawed software. It is possible, however,
that a substantial number of users and validators could adopt an incompatible
version of the digital asset while resisting community-led efforts to merge the
two chains. This could result in a permanent fork, as in the case of ether and
ETC.
In
addition, many developers have previously initiated hard forks in the blockchain
to launch new digital assets, such as Bitcoin Gold and Bitcoin Diamond. To the
extent such digital assets compete with the Underlying Crypto Assets, such
competition
could impact demand for the Underlying Crypto Assets and could adversely impact
the value of the Fund’s shares.
Furthermore,
a hard fork can lead to new security concerns. For example, when the Ethereum
and Ethereum Classic networks split in July 2016, “replay” attacks, in which
transactions from one network were rebroadcast to nefarious effect on the other
network, plagued digital asset trading platforms through at least October 2016.
A digital asset trading platform announced in July 2016 that it had lost 40,000
ETC, worth about $100,000 at that time, as a result of replay attacks. Another
possible result of a hard fork is an inherent decrease in the level of security
due to significant amounts of mining/validating power remaining on one network
or migrating instead to the new forked network. After a hard fork, it may become
easier for an individual validator or validator pool’s power to exceed levels
necessary to execute an attack on the network.
A
future fork in the crypto asset network for a Underlying Crypto Asset could
adversely affect the value of the Fund’s shares.
◦“Attack”
Risk. All
networked systems are vulnerable to various kinds of attacks. A blockchain may
be vulnerable to several types of attacks,
including:
▪“33%
attack” where, if a validator or group of validators were to gain control of
more than 33% of the total staked crypto asset on the applicable blockchain, a
malicious actor could temporarily impede or delay block confirmation or even
cause a temporary fork in the blockchain.
▪“50%
attack” where, if a validator or group of validators acting in concert were to
gain control of more than 50% of the total staked crypto asset on the
blockchain, a malicious actor would be able to gain full control of the
blockchain and the ability to manipulate the blockchain on a forward-looking
basis, including censoring transactions following the achievement of threshold,
double-spending and fraudulent block propagation, while the attacker maintains
the threshold. In theory, the minority non-attackers might reach social
consensus to reject blocks proposed by the malicious majority attacker, reducing
the attacker's ability to engage in malicious activity, but there can be no
assurance this would happen or that non-attackers would be able to coordinate
effectively.
▪“>66%
attack” where, if a validator or group of validators acting in concert were to
gain control of more than 66% of the total staked crypto asset on the
blockchain, a malicious actor could permanently and irreversibly manipulate the
blockchain, including censorship, double-spending, and fraudulent block
propagation, both on a forward- and backward-looking basis. The attacker could
unilaterally finalize their preferred chain without the votes of any other
stakers and could also reverse past finalized
blocks.
Further, smart contracts on the network may create systemic risk for
the price of a crypto asset in the event of an exploit. If a significant portion
of a crypto asset is held by a small number of holders sometimes referred to as
“whales,” these holders have the ability to manipulate the price of the crypto
asset.
◦Crypto
Asset Tax Risk. Current
U.S. IRS guidance indicates that convertible virtual currency, defined as a
digital representation of value that functions as a medium of exchange, a unit
of account, and/or a store of value that has an equivalent value in real
currency, or that acts as a substitute for real currency, should be treated and
taxed as property, and that transactions involving the payment of convertible
virtual currency for goods and services should be treated as barter
transactions. While this treatment allows for the possibility of capital gains
treatment, it creates a potential tax reporting requirement in any circumstance
where the ownership of convertible virtual currency passes from one person to
another, usually by means of convertible virtual currency transactions
(including off-blockchain transactions), which could discourage the use of
digital assets as a medium of exchange, especially for a holder of digital
assets that has appreciated in
value.
•Bitcoin
Risk. Investments
linked to bitcoin can be highly volatile compared to investments in traditional
securities and the Fund may experience sudden and large losses. The markets for
bitcoin may become illiquid. These markets may fluctuate widely based on a
variety of factors including changes in overall market movements, political and
economic events, wars, acts of terrorism, natural disasters (including disease,
epidemics and pandemics) and changes in interest rates or inflation
rates.
A
number of factors impact the price and market for bitcoin.
◦Adoption
and Use of Bitcoin. The
continued adoption of bitcoin will require growth in its usage as a means of
payment. Even if growth in bitcoin adoption continues in the near or
medium-term, there is no assurance that bitcoin usage will continue to grow over
the long-term. The slowness of transaction processing and the variability of
transaction fees are significant impediments to the widespread adoption of
bitcoin. To address these issues, participants have created secondary networks
that layer on top of the blockchain to facilitate small, low-cost transactions
(e.g., Lightning Network). These secondary networks may be more vulnerable
to fraud and malicious attacks and may experience greater price volatility. In
addition, participants have been slow to adopt these secondary networks. If the
adoption and use of bitcoin slows or contracts, bitcoin may become less liquid,
and the price of bitcoin may experience greater volatility.
◦Competition
From Other Blockchains and Digital Assets. It
is possible that other blockchains will emerge that are similarly designed to
serve as an alternative payment system, such as those focused on privacy through
the use of zero-knowledge cryptography. These alternative blockchains have in
the past and may in the future seek to compete with the Bitcoin Network
by offering networks that improve the speed of transaction processing,
address issues in the finality and variability of transaction fees in the
Bitcoin Networks, and with lesser volatility in the digital asset’s price than
bitcoin. In addition, it is also possible that other digital assets and trading
systems could become more widely accepted and used than bitcoin. The market
demand for these alternative blockchains may reduce the market demand for
bitcoin which would adversely impact the price of bitcoin.
◦The
Regulatory Environment Relating to Bitcoin. The
regulation of bitcoin, digital assets, digital asset trading venues, and related
products and services continues to evolve. The inconsistent and sometimes
conflicting regulatory landscape may make it more difficult for bitcoin
businesses to provide services, which may impede the growth of the bitcoin
economy and have an adverse effect on adoption of bitcoin. In addition, certain
bitcoin businesses may be operating out of compliance with regulations. Future
regulatory changes or enforcement actions by regulatory authorities may alter,
perhaps to a material extent, the ability to buy and sell bitcoin. Similarly,
future regulatory changes or enforcement actions could impact the ability of the
Fund to achieve its investment objective or alter the nature of an investment in
the Fund or the ability of the Fund to continue to operate, as
planned.
◦Declining
Mining Compensation. Transactions
in bitcoin are processed by miners which are compensated in bitcoin based on a
declining payment schedule and, in some instances, by voluntary fees paid by
participants. If this compensation is not sufficient to incentivize miners to
process transactions, the confirmation process for transactions may slow and the
bitcoin Network may become more vulnerable to malicious actors. These and
similar events may have a significant adverse effect on the price and liquidity
of Bitcoin and the value of an investment in the
Fund.
◦Bitcoin
Market Volatility Risk. The
price of bitcoin has historically been highly volatile. The value of the Fund’s
exposure to bitcoin could decline significantly and without warning, including
to zero. If you are not prepared to accept significant and unexpected changes in
the value of the Fund you should not invest in the Fund.
Trading
prices of bitcoin and other digital assets have experienced significant
volatility and may continue to do so. For instance, there were steep increases
in the value of certain digital assets, including bitcoin over the course of
2021, and multiple market observers asserted that digital assets were
experiencing a “bubble.” These increases were followed by steep drawdowns
throughout 2022 in digital asset trading prices, including for bitcoin. These
episodes of rapid price appreciation followed by steep drawdowns have occurred
multiple times throughout bitcoin’s history. Such volatility is expected to
persist.
◦Environmental
Risk. Bitcoin
mining currently requires computing hardware that consumes large amounts of
electricity. By way of electrical power generation, many bitcoin miners rely on
fossil fuels to power their operations. Public perception of the impact of
bitcoin mining on climate change may reduce demand for bitcoin and increase the
likelihood of regulation that limits bitcoin mining or restricts energy usage by
bitcoin miners. Such events could have a negative impact on the price of bitcoin
and the performance of the Fund.
•Ether
Risk. Investments
linked to ether can be highly volatile compared to investments in traditional
securities and the Fund may experience sudden and large losses. These markets
may fluctuate widely based on a variety of factors including changes in overall
market movements, political and economic events, wars, acts of terrorism,
natural disasters (including disease, epidemics and pandemics) and changes in
interest rates or inflation rates.
The
value of the Shares relates closely to the value of ether, and fluctuations in
the price of ether could adversely affect the value of the Shares. Due to the
nature of private keys, ether transactions are irrevocable, and stolen or
incorrectly transferred ether may be irretrievable. As a result, any incorrectly
executed ether transaction, to the extent it affects the market price of ether,
could adversely affect an investment in the Fund. ether accounts are subject to
security threats that could result in losses of assets. The Ethereum Network’s
decentralized governance structure may negatively affect its ability to grow and
respond to challenges.
A
number of factors affect the price of and market for ether.
◦Adoption
and Use of Ether. Ether
is a relatively new investment, and the continued adoption of ether will require
growth in its usage as a means of payment. Even if growth in ether adoption
continues in the near or medium-term, there is no assurance that ether usage
will continue to grow over the long-term. A contraction in the use of ether may
result in a lack of liquidity and increased volatility in and a reduction to the
price of ether.
◦Declining
Validator Rewards. Transactions
in ether are processed by validators, which are compensated in ether based on a
declining payment schedule and, in some instances, by voluntary fees paid by
participants. If this compensation is not sufficient to incentivize validators
to process transactions, the confirmation process for transactions may slow and
the Ethereum Network may become more vulnerable to malicious actors. These and
similar events may have a significant adverse effect on the price and liquidity
of ether and the value of an investment in the
Fund.
◦Forks.
The
open-source nature of the Ethereum protocol permits any developer to review the
underlying code and suggest changes. If some users and validators adopt a change
while others do not and that change is not compatible with the existing
software, a fork occurs. Several forks have already occurred in the Ethereum
Network, resulting in the creation of new,
separate
digital assets. Similar events could adversely affect the price and liquidity of
ether and the value of an investment in the Fund. A fork may be intentional,
such as the Ethereum “Merge.” The “Merge” represents the Ethereum Network’s
shift from a proof-of-work consensus mechanism to a proof-of-stake consensus
mechanism. This means that instead of being required to solve complex
mathematical problems, validators are required to stake ether. Ethereum staking
is the process of locking up an amount of ether for a specified period of time
in order to contribute to the security of the blockchain and earn network
rewards. Validators are required to stake ether in order to perform validation
activities and then, as a reward, earn newly created ether. Validation
activities include verifying transactions, storing data, and adding to the
Ethereum Blockchain.
A temporary or permanent “fork” of the Ethereum Blockchain could
adversely affect the short-, medium-, or long-term value of ether and an
investment in the Fund. A “hard fork” of the Ethereum Network, where less than a
substantial majority of users or validators (under the current proof-of-stake
model) consent to a proposed modification and the modification is not compatible
with the software prior to its modification, could result in one group of users
running the pre-modified software and the other running the modified software.
If validators expend fewer resources on the Ethereum Network, it could increase
the likelihood of a malicious actor obtaining control. The Ethereum Network has
forked in the past. In 2016, a fork resulted in the creation of Ethereum and
Ethereum Classic networks. In connection with the network upgrade on September
15, 2022, a group of miners wishing to continue the proof-of-work model forked
the network to create a new blockchain that continues to use proof-of-work
consensus. Following a fork, holders of one asset, such as ether, will hold
equal amounts of assets resulting from the fork, in this case, assets on the
Ethereum proof- of-work blockchain.
◦Pricing
Volatility Risk. The
price of ether has experienced periods of extreme volatility. Ethereum price
volatility may be influenced by, among other things, trading activity on and the
closing of digital asset trading platforms (including those featuring leveraged
trading) due to fraud, failure, security breaches or otherwise. Ether price
volatility also may be influenced by momentum pricing. Also, speculation by
traders and investors regarding the potential future appreciation in the value
of ether may inflate the price of ether. Conversely, a decrease in demand or
speculation for, or government regulation (including, without limitation, the
tax treatment of Ethereum transactions) and the perception of onerous regulatory
actions, may cause a drop in the price of ether. Further, developments related
to the Ethereum Network’s operations, individual digital asset trading
platforms, and the overall Ethereum market also contribute to the volatility in
the price of ether. In addition, there is potential for herd behavior
(e.g.,
multiple funds trying to exit positions at the same time) when there is extreme
volatility.
Ether
is exposed to instability in other speculative parts of the blockchain and
crypto asset industry, such that an event that is not necessarily related to the
security or utility of the Ethereum Network can nonetheless precipitate a
significant decline in the price of ether. Several recent developments in the
digital asset economy resulted in a loss of confidence in participants in the
digital asset ecosystem, negative publicity surrounding digital assets more
broadly, and market-wide declines in digital asset trading prices and
liquidity.
Since
the fourth quarter of 2021 to date in 2025, digital asset prices have fluctuated
widely. This has led to volatility and disruption in the digital asset markets
and financial difficulties for several prominent industry participants,
including digital asset trading venues, hedge funds and lending platforms. For
example, in the first half of 2022, digital asset lenders Celsius Network LLC
and Voyager Digital Ltd. and digital asset hedge fund Three Arrows Capital each
declared bankruptcy. This resulted in a loss of confidence in participants in
the digital asset ecosystem, negative publicity surrounding digital assets more
broadly and market-wide declines in digital asset trading prices and
liquidity.
In
November 2022, FTX, the third largest digital asset trading venue by volume at
the time, halted customer withdrawals amid rumors of the company’s liquidity
issues and likely insolvency. Shortly thereafter, FTX’s CEO resigned, and FTX
and several affiliates of FTX filed for bankruptcy. The U.S. Department of
Justice subsequently brought criminal charges, including charges of fraud,
violations of federal securities laws, money laundering, and campaign finance
offenses, against FTX’s former CEO and others.
Continued
disruption and instability in the digital asset markets as these events develop,
including further declines in the trading prices and liquidity of the Fund’s
holdings, could have a material adverse effect on the value of the Shares, and
the Shares could lose all or substantially all of their
value.
◦Intellectual
Property Rights Claims.
No single entity owns the Ethereum Network. However, with the growing adoption
of ether and the significant increase in speculative activity surrounding ether
and digital assets, third parties may be increasingly motivated to assert
intellectual property rights claims relating to the operation of the Ethereum
Network or applications built upon the Ethereum Blockchain. Regardless of the
merit of any intellectual property or other legal action, any threatened action
that reduces confidence in the Ethereum Network’s or the Ethereum Blockchain’s
long-term viability or the ability of end-users to hold and transfer ether may
adversely affect the price of ether and adversely affect the ether futures.
Additionally, a meritorious intellectual property rights claim could prevent
end-users from accessing the Ethereum Network or holding or transferring their
ether. As a result, an intellectual property rights claim against Ethereum
Network participants could have a material adverse impact on the
Fund.
•Binance
Coin Risk. The
price of Binance Coin (“BNB”) as determined by the BNB market has experienced
periods of extreme volatility and may be influenced by a wide variety of
factors. Speculators and investors who seek to profit from trading and holding
BNB generate a significant portion of BNB demand. Such speculation regarding the
potential future appreciation in the value of BNB may cause the price of BNB to
increase. Conversely, a decrease in demand for or speculative interest regarding
BNB may cause the price to decline.
Digital
assets such as BNB were only introduced within the past 15 years, and the medium
to long term value of the Shares is subject to a number of factors over time
relating to the capabilities and development of blockchain technologies, such as
the recentness of their development, their dependence on the internet and other
technologies, their dependence on the role played by users, developers
validators and the potential for malicious activity. BNB itself was launched
only in 2017. For example, the realization of one or more of the following risks
could materially adversely affect the value of the Shares: digital asset
networks, including the BNB peer-to-peer network and associated blockchain
ledger (such blockchain, together with the peer-to-peer network, the “BNB Chain”
or “Layer 1 BNB Chain”), and the software used to operate them are in the early
stages of development. Given the recentness of the development of digital asset
networks, digital assets may not function as intended and parties may be
unwilling to use digital assets, which would dampen the growth, if any, of
digital asset networks. Because BNB is a digital asset, the value of the Shares
is subject to a number of factors relating to the fundamental investment
characteristics of digital assets, including the fact that digital assets are
bearer instruments and loss, theft, compromise, or destruction of the associated
private keys could result in permanent loss of the asset.
The
BNB Chain, including the cryptographic and algorithmic protocols supporting its
operation, has only been in existence since 2019. While the BNB token was
initially launched in 2017 on the Ethereum blockchain as an ERC-20 token, it
migrated to the BNB Chain following its launch. BNB markets have a limited
performance record, making them part of a new and rapidly evolving industry that
is subject to a variety of factors that are difficult to evaluate. For example,
the following are some of the risks could materially adversely affect the value
of the Shares:
◦Digital
assets, including BNB, are controllable only by the possessor of both the unique
public key and private key or keys relating to the BNB Chain address, or
“wallet”, at which the digital asset is held. Private keys must be safeguarded
and kept private in order to prevent a third party from accessing the digital
asset held in such wallet. The loss, theft, compromise or destruction of a
private key required to access a digital asset may be irreversible. If a private
key is lost, stolen, destroyed or otherwise compromised and no backup of the
private key is accessible, the owner would be unable to access the digital asset
corresponding to that private key and the private key will not be capable of
being restored by the digital asset network resulting in the total loss of the
value of the digital asset linked to the private key.
◦Digital
asset networks are dependent upon the internet. A disruption of the internet or
a digital asset network, such as the BNB Chain, would affect the ability to
transfer digital assets, including BNB, and, consequently, their
value.
◦The
foregoing notwithstanding, the BNB Chain’s protocol is informally overseen by a
collective of core developers who propose amendments to the relevant network’s
source code. Core developers’ roles evolve over time, largely based on
self-determined participation. If a significant majority of users and validators
were to adopt amendments to the BNB Chain based on the proposals of such core
developers, the BNB Chain would be subject to new protocols that may adversely
affect the value of BNB.
◦To
the extent that validators on the BNB Chain decline to include transactions in
blocks due to insufficient or absent transaction fees, such transactions may not
be recorded until a validator accepts the lower fee or includes the transaction
regardless of fee size. If a significant number of validators adopt similar fee
thresholds, this could result in delays in transaction processing. Any prolonged
or widespread delays in transaction inclusion may undermine user confidence in
the BNB Chain or in digital asset networks more broadly.
◦As
the BNB Chain continues to develop and grow, certain technical issues might be
uncovered and the trouble shooting and resolution of such issues requires the
attention and efforts of BNB Chain’s global development community. Like all
software, the BNB Chain is at risk of vulnerabilities and bugs that can
potentially be exploited by malicious actors.
◦Many
digital asset networks, including the BNB Chain, face significant scaling
challenges and are being upgraded with various features designed to increase the
speed of digital asset transactions and the number of transactions can be
processed in a given period (known as “throughput”). These attempts to increase
the volume of transactions may not be effective, and such upgrades may fail,
resulting in potentially irreparable damage to the BNB Chain and the value of
BNB.
◦Moreover,
in the past, bugs, defects and flaws in the source code for digital assets have
been exposed and exploited, including flaws that disrupted normal blockchain
network or DApp and smart contract operations or disabled related functionality
for users, exposed users’ personal information and/or resulted in the theft of
users’ digital assets. The cryptography underlying the BNB Chain or BNB as an
asset could prove to be flawed or ineffective, or developments in mathematics
and/or technology, including advances in digital computing, algebraic geometry
and quantum computing, could result in such cryptography becoming ineffective.
In any of these circumstances, a malicious actor may be able to compromise the
security of the BNB Chain or take the Trust’s BNB, which would adversely affect
the value of the Shares. Moreover, normal
operations
and functionality of the BNB Chain may be negatively affected. Such losses of
functionality could lead to the BNB Chain losing attractiveness to users, nodes,
validators, or other stakeholders, thereby dampening demand for BNB. Even if
another digital asset other than BNB were affected by similar circumstances, any
reduction in confidence in the source code or cryptography underlying digital
assets generally could negatively affect the demand for digital assets and
therefore adversely affect the value of the Shares.
◦The
BNB Chain is still in the process of developing and making significant decisions
that will affect policies that govern the supply and issuance of BNB as well as
other BNB Chain protocols. The open-source nature of many digital asset network
protocols, such as the protocol for the BNB Chain, means that developers and
other contributors are generally not directly compensated for their
contributions in maintaining and developing such protocols. As a result, the
developers and other contributors of a particular digital asset may lack a
financial incentive to maintain or develop the network, or may lack the
resources to adequately address emerging issues. Alternatively, some developers
may be funded by companies whose interests are at odds with other participants
in a particular digital asset network. If the BNB Chain does not successfully
develop its policies on supply and issuance, and other major design decisions or
does so in a manner that is not attractive to network participants it could lead
to a decline in adoption of the BNB Chain and price of BNB.
◦Software
applications running on top of the BNB Chain (often referred to as
“decentralized applications” or “DApps”, whether or not decentralized in fact)
and smart contract developers depend on being able to obtain BNB to be able to
run their programs and operate their businesses. In particular, decentralized
applications and smart contracts require BNB in order to pay the transaction
fees needed to pay validators to execute transactions and smart contract
operations. As such, they represent a significant source of demand for BNB.
BNB's price volatility (particularly where BNB prices increase), or the BNB
Chain's wider inability to meet the demands of decentralized applications and
smart contracts in terms of inexpensive, reliable, and prompt transaction
execution (including during congested periods), or to solve its scaling
challenges or increase its throughput, may discourage such decentralized
application and smart contract developers from using the BNB Chain as the
foundational infrastructure layer for building their applications and smart
contracts. If decentralized application and smart contract developers abandon
the BNB Chain for other blockchain or digital asset networks or protocols for
whatever reason, the value of BNB could be negatively affected.
◦The
perception that BNB Chain and BNB are associated with Binance could cause BNB’s
value to be affected by developments involving or affecting Binance. For
example, in 2023 the SEC filed a lawsuit against Binance, alleging, inter alia,
that the offering and sale of BNB by Binance was an unregistered securities
offering. The district court’s decision in SEC v. Binance Holdings Ltd. et al.,
738 F.Supp.3d 20, 48-58 (D.D.C. Aug. 23, 2024), ruled that, while the SEC’s
allegations regarding the manner in which Binance offered and sold BNB as part
of the initial distribution of BNB were sufficient at the motion to dismiss
stage, the SEC’s complaint did not include sufficient facts to support a
plausible inference that any particular secondary sales of BNB satisfy the Howey
test for an investment contract. In 2023, the Department of Justice, Office of
Foreign Assets Control (“OFAC”), Financial Crimes Enforcement Network
(“FinCEN”), and the CFTC reached a series of settlements with Binance for
charges involving violations of U.S. laws governing money laundering, sanctions,
registration as a money services business, and registration under the Commodity
Exchange Act, among others. If Binance were subject to operating restrictions or
was no longer able to facilitate trading in BNB, the liquidity and market value
of BNB would be negatively affected, causing the Shares to decline in value. If
BNB were no longer able to be used for trading fee discounts on Binance, the
demand for BNB would be negatively affected, which would likewise negatively
impact BNB’s market value and therefore the value of the Shares. Likewise,
negative developments, publicity, or sentiment relating to Binance or its
principals could affect market demand for, and value of,
BNB.
Moreover, because digital assets, including BNB, have been in
existence for a short period of time and are continuing to develop, there may be
additional risks in the future that are impossible to predict as of the date of
this Prospectus.
•XRP
Risk.
The market for XRP may become illiquid. This market may fluctuate widely based
on a variety of factors, including changes in overall market movements,
political and economic events, wars, acts of terrorism, natural disasters
(including disease epidemics and pandemics), and changes in interest rates or
inflation rates. A number of factors affect the price and market for
XRP.
◦New
Technology.
XRP is a relatively new technological innovation with a limited operating
history. XRP has a relatively limited history of existence and operations. There
is a limited established performance record for the price of XRP and, in turn, a
limited basis for evaluating an investment in XRP.
◦Supply
and Demand of XRP.
Unlike other digital assets, such as bitcoin or ether, XRP is not and was not
mined gradually over time. Instead, all 100 billion XRP tokens were created at
the time of the launch of a distributed ledger upon which XRP transactions are
processed and settled (the “XRP Ledger”) in 2012. This means that every XRP
token that exists today, or will ever exist, was generated from the outset of
the XRP Ledger. As a result, there is no ability for the supply of XRP to be
adjusted in response to economic conditions. For instance, there is no ability
for the supply of XRP to be increased to meet rising demand, which could lead to
price volatility. In addition, unlike blockchains that utilize “proof-of-work”
or “proof-of-
stake,”
where miners or stakers are rewarded with newly minted coins or tokens, XRP
validators are not incentivized by block rewards since there is no new issuance
of XRP.
Additionally,
the fixed supply of XRP, combined with the burning of XRP (permanently
destroyed) as transaction fees, could create deflationary pressure over time. A
small amount of XRP is burned with every transaction to prevent spam on the
network. While the amount of XRP burned per transaction is minuscule, over time,
the total supply of XRP will slowly decrease. This could lead to a deflationary
environment where the decreasing supply drives up the price of XRP, making it
less practical as a medium of exchange. Additionally, as the total supply of XRP
slowly shrinks due to burning, liquidity could become an issue in the distant
future, potentially making it harder for businesses and users to access
sufficient XRP for their transactions.
The
fixed supply of XRP could also contribute to price volatility, especially if
demand fluctuates significantly. Since the supply of XRP is fixed, any
significant surge in demand can result in large price spikes. For example,
during periods of high market activity or speculation, the price of XRP could
rapidly increase due to the inability to expand supply to match demand. This
volatility could make XRP less predictable for businesses that rely on it for
payments. Digital assets with a flexible supply, such as stablecoins, can adjust
to maintain a stable value. XRP, however, could experience price swings that
make it less attractive for everyday transactions or long-term financial
planning.
The
fixed supply of XRP may also not scale well with rapidly expanding use cases. To
the extent more businesses, financial institutions, and payment providers adopt
XRP for cross-border transactions and other use cases, there is a risk that the
fixed supply may not meet such growing demand, leading to supply shortages and
further price volatility. In the case of massive adoption, the scarcity of XRP
could raise its value too much, making it less appealing for day-to-day
transactions or use as a liquidity bridge in cross-border payments, as
businesses might prefer a more stable and widely available
currency.
Ripple
Labs holds a large portion of the XRP supply, which has led to concerns about
centralization. Despite escrow mechanisms that gradually release XRP into the
market, Ripple Labs still retains control over a significant portion of XRP,
which can impact market dynamics if large amounts are sold. The concentration of
XRP in the hands of Ripple Labs and early stakeholders could affect the market’s
confidence in XRP as a decentralized asset.
◦Adoption
and Use of XRP.
The continued adoption of XRP will require growth in its usage as a means of
exchange and payment. Even if growth in XRP adoption continues in the near or
medium-term, there is no assurance that XRP usage will continue to grow over the
long-term. A contraction in the use of XRP may result in a lack of liquidity,
increased volatility in and a reduction to the price of
XRP.
◦The
Regulatory Environment Relating to XRP. The
regulation of cryptocurrencies, digital assets, and related investments in the
U.S. is in its nascent stages, and the nature and extent of the regulatory
framework to be implemented is not yet clear. Federal and state, as well as
foreign, governments may restrict the use and exchange of a crypto asset, such
as XRP. Depending on its characteristics, a digital asset, including XRP, may be
considered a “security” under U.S. federal and/or state securities laws. The
test for determining whether a particular digital asset is a “security” is
complex and difficult to apply, and the outcome is difficult to predict. Any
enforcement action by the SEC or a state securities regulator asserting that XRP
is a security, or a court decision to that effect, would be expected to have an
immediate material adverse impact on the trading price of XRP, as well as the
Shares. This is because the business models behind most digital assets are
incompatible with regulations applying to transactions in securities. If a
digital asset is determined to be a security, it is likely to become difficult
or impossible for the digital asset to be traded, cleared, or custodied in the
United States through the same channels used by non-security digital assets,
which, in addition to materially and adversely affecting the trading value of
the digital asset, is likely to significantly impact its liquidity and market
participants’ ability to convert the digital asset into U.S. dollars. Any
assertion that a digital asset is a security by the SEC or another regulatory
authority may have similar effects.
◦Cybersecurity.
The XRP Ledger has historically maintained high availability but has experienced
a few notable disruptions. On February 4, 2025, the XRP Ledger experienced an
unexpected halt in block production for approximately 64 minutes, during which
no new ledgers were validated, temporarily pausing all transactions. The root
cause remains under investigation, but preliminary analysis suggests a
validation issue that prevented consensus from being reached. On November 25,
2024, the XRP Ledger faced a 10-minute disruption when several nodes crashed and
restarted simultaneously, briefly halting transaction processing. The issue was
traced to a caching-layer bug introduced in a prior software update, which was
later addressed by the RippleX team through a recommended upgrade to the latest
Rippled version. Despite these incidents, the XRP Ledger has generally been
reliable, with no asset losses occurring, and built-in safety protocols ensured
eventual network recovery.
•Exposure
Risk.
As of April 21, 2026, approximately 94.26% of the value of the Index is
attributable to bitcoin, ethereum, Binance Coin and XRP, with bitcoin alone
accounting for over 72.37% of the value of the Index. As such, the performance
of the Index will be heavily impacted by the performance of bitcoin, and to a
lesser extent ethereum, Binance Coin and XRP, as well as other Underlying Crypto
Assets. As a result, the Fund’s performance may be disproportionately and
significantly impacted by the poor performance of bitcoin or events materially
affecting the bitcoin ecosystem. The Fund’s exposure to bitcoin makes it more
susceptible
to any single occurrence affecting bitcoin, bitcoin ETPs and bitcoin-based
financial instruments and may subject the Fund to greater market risk than more
diversified funds.
The
remaining principal risks are presented in alphabetical order to facilitate
finding particular risks and comparing them with those of other
funds.
•Calculation
Methodology Risk. The Index relies directly or indirectly on various sources of
information to assess the criteria of constituents included in the Index,
including information that may be based on assumptions and estimates. None of
the Fund, the Adviser, or the Sub-Adviser can offer assurances that the Index’s
calculation methodology or sources of information will provide an accurate
assessment of included constituents or a correct valuation of securities, nor
can they guarantee the availability or timeliness of the production of the
Index.
•Cash
Transaction Risk.
The Fund expects to effect all of its creations and redemptions for cash, rather
than in-kind securities. The Fund may be required to sell or unwind portfolio
investments to obtain the cash needed to distribute redemption proceeds. This
may cause the Fund to recognize a capital gain that it might not have recognized
if it had made a redemption in kind. As a result, the Fund may pay out higher
annual capital gain distributions than if the in-kind redemption process was
used. The use of cash creations and redemptions may also cause the Fund’s shares
to trade in the market at wider bid-ask spreads or greater premiums or discounts
to the Fund’s NAV. Further, effecting purchases and redemptions primarily in
cash may cause the Fund to incur certain costs, such as portfolio transaction
costs. These costs can decrease the Fund’s NAV if not offset by an authorized
participant (“AP”) transaction fee.
•Clearing
Broker Risk. The
failure or bankruptcy of the Fund’s and the Subsidiary’s clearing broker could
result in a substantial loss of Fund assets. Under current CFTC regulations, a
clearing broker maintains customers’ assets in a bulk segregated account. If a
clearing broker fails to do so or is unable to satisfy a substantial deficit in
a customer account, its other customers may be subject to risk of loss of their
funds in the event of that clearing broker’s bankruptcy. In that event, the
clearing broker’s customers, such as the Fund and the Subsidiary, are entitled
to recover, even in respect of property specifically traceable to them, only a
proportional share of all property available for distribution to all of that
clearing broker’s customers.
•Collateral
Securities Risk.
Collateral may include obligations issued or guaranteed by the U.S. government
and its agencies and instrumentalities, including bills, notes and bonds issued
by the U.S. Treasury, money market funds and corporate debt securities, such as
commercial paper. Some securities issued or guaranteed by federal agencies and
U.S. government-sponsored instrumentalities may not be backed by the full faith
and credit of the United States, in which case the investor must look
principally to the agency or instrumentality issuing or guaranteeing the
security for ultimate repayment, and may not be able to assert a claim against
the United States itself in the event that the agency or instrumentality does
not meet its commitment. The U.S. government and its agencies and
instrumentalities do not guarantee the market value of their securities, and
consequently, the value of such securities may fluctuate. Although the Fund may
hold securities that carry U.S. government guarantees, these guarantees do not
extend to shares of the Fund. The Fund’s investments in U.S. government
securities will change in value in response to interest rate changes and other
factors, such as the perception of an issuer’s creditworthiness. Money market
funds are subject to management fees and other expenses. Therefore, investments
in money market funds will cause the Fund to bear indirectly a proportional
share of the fees and costs of the money market funds in which it invests. At
the same time, the Fund will continue to pay its own management fees and
expenses with respect to all of its assets, including any portion invested in
the shares of the money market fund. It is possible to lose money by investing
in money market funds. Corporate debt securities such as commercial paper
generally are short-term unsecured promissory notes issued by businesses.
Corporate debt may be rated investment-grade or below investment-grade and may
carry variable or floating rates of interest. Corporate debt securities carry
both credit risk and interest rate risk. Credit risk is the risk that the Fund
could lose money if the issuer of a corporate debt security is unable to pay
interest or repay principal when it is due. Interest rate risk is the risk that
interest rates rise and fall over time. For example, the value of fixed-income
securities generally decrease when interest rates rise, which may cause the
Fund’s value to decrease. Also, investments in fixed-income securities with
longer maturities fluctuate more in response to interest rate changes. Some
corporate debt securities that are rated below investment-grade generally are
considered speculative because they present a greater risk of loss, including
default, than higher quality debt securities.
•Commodity
Pool Regulatory Risk. The
Fund’s investment exposure to commodity futures and swaps will cause it to be
deemed to be a commodity pool, thereby subjecting the Fund to regulation under
the Commodity Exchange Act (“CEA”) and CFTC rules. The Adviser and Sub-Adviser
are each registered as a Commodity Trading Advisor (“CTA”) and a Commodity Pool
Operator (“CPO”), and the Fund will be operated in accordance with applicable
CFTC rules, as well as the regulatory scheme applicable to registered investment
companies. Registration as a CPO imposes additional compliance obligations on
the Adviser and the Fund related to additional laws, regulations, and
enforcement policies, which could increase compliance costs and may affect the
operations and financial performance of the Fund.
•Counterparty
Risk. Counterparty
risk is the risk that a counterparty to Fund transactions (e.g.,
swap transactions) will be unable or unwilling to perform its contractual
obligation to the Fund. The Fund expects to use futures and options contracts
and swap agreements to gain exposure to the Index without purchasing
constituents of the Index directly in order to achieve its investment objective.
Through these investments and related arrangements, the Fund is exposed to the
risk that the counterparty may be
unwilling
or unable to make timely payments contemplated by such arrangements or otherwise
to meet its contractual obligations (i.e.,
counterparty credit risk). If the counterparty becomes bankrupt or defaults on
(or otherwise becomes unable or unwilling to perform) its payment or other
obligations to the Fund, the Fund may not receive the full amount it is entitled
to receive or may experience delays in recovering the collateral or other assets
held by, or on behalf of, the counterparty. If this occurs, the value of your
Shares in the Fund will decrease.
In
addition, the Fund may enter into swap agreements with a limited number of
counterparties, which may increase the Fund’s exposure to counterparty credit
risk. To the extent the Fund’s counterparties are concentrated in the financial
services sector, the Fund bears the risk that those counterparties may be
adversely affected by legislative or regulatory changes, adverse market
conditions, increased competition, and/or wide scale credit losses resulting
from financial difficulties or borrowers affecting that economic sector.
Further, there is a risk that no suitable counterparties will be willing to
enter into, or continue to enter into, transactions with the Fund and, as a
result, the Fund may not be able to achieve its investment
objective.
•Crypto-Related
Company Risk. If the Fund is unable to obtain its desired exposure to crypto-related
investments, the Fund may obtain exposure by investing in securities of
“crypto-related companies.” There can be no assurance that the returns of
crypto-related companies will correspond, or be closely-related, to the
performance of a particular Underlying Crypto Asset or the Underlying Crypto
Assets as a whole. Crypto-related companies face rapid changes in technology,
intense competition including the development and acceptance of competing
platforms or technologies, loss or impairment of intellectual property rights,
cyclical economic patterns, shifting consumer preferences, evolving industry
standards, adverse effects of changes to a network’s or software’s protocols, a
rapidly changing regulatory environment, and dependency on certain key personnel
(including highly skilled financial services professionals and software
engineers). Crypto-related companies may be susceptible to operational and
information security risks including those associated with hardware or software
failures, interruptions, or delays in service by third party vendors, and
security breaches. Certain crypto-related companies may be subject to the risks
associated with investing directly in Underlying Crypto
Assets.
•Cybersecurity
Risk.
Cybersecurity incidents may allow an unauthorized party to gain access to Fund
assets or proprietary information, or cause the Fund, the Adviser, the
Sub-Adviser and/or other service providers (including custodians and financial
intermediaries) to suffer data breaches or data corruption. Additionally,
cybersecurity failures or breaches of the electronic systems of the Fund, the
Adviser, the Sub-Adviser or the Fund’s other service providers, market makers,
APs, the Fund’s primary listing exchange, or the issuers of securities in which
the Fund invests have the ability to disrupt and negatively affect the Fund’s
business operations, including the ability to purchase and sell Shares,
potentially resulting in financial losses to the Fund and its
shareholders.
•Derivatives
Risk.
The Fund’s derivative investments have risks, including the imperfect
correlation between the value of such instruments and the underlying assets or
index; the loss of principal, including the potential loss of amounts greater
than the initial amount invested in the derivative instrument; and illiquidity
of the derivative investments. Certain of the Fund’s transactions in derivatives
could affect the amount, timing, and character of distributions to shareholders,
which may result in the Fund realizing more short-term capital gain and ordinary
income subject to tax at ordinary income tax rates than it would if it did not
engage in such transactions, which may adversely impact the Fund’s after-tax
returns. To the extent the Fund invests in such derivative instruments, the
value of the Fund’s portfolio is likely to experience greater volatility over
short-term periods.
◦Futures
Contracts Risk. The
successful use of futures contracts draws upon the Adviser’s and Sub-Adviser’s
skill and experience with respect to such instruments and is subject to special
risk considerations. The primary risks associated with the use of futures
contracts, which may adversely affect the Fund’s NAV and total return, are: (a)
the imperfect correlation between the change in market value of the commodity
future and the price of commodity; (b) possible lack of a liquid secondary
market for a futures contract and the resulting inability to close a futures
contract when desired; (c) losses caused by unanticipated market movements,
which are potentially unlimited; (d) the Adviser’s and Sub-Adviser’s inability
to predict correctly the direction of securities prices, interest rates,
currency exchange rates and other economic factors; (e) the possibility that the
counterparty will default in the performance of its obligations; and (f) if the
Fund has insufficient cash, it may have to sell investments from its portfolio
to meet daily variation margin requirements, and the Fund may have to sell
investments at a time when it may be disadvantageous to do
so.
If
the Fund’s ability to obtain exposure to commodities futures consistent with its
investment objective is disrupted for any reason, including limited liquidity in
the commodities futures market, a disruption to the commodities futures, or as a
result of margin requirements or position limits imposed by the Fund’s futures
commission merchants (“FCMs”), the designated contracts market (“DCM”), or the
CFTC on the Fund, the Adviser or the Sub-Adviser, the Fund would not be able to
achieve its investment objective and may experience significant losses. FCMs act
as the intermediaries between customers and exchanges facilitating transactions
in commodity derivatives. DCMs are the exchanges on which the transactions
occur.
◦Cost
of Futures Investment Risk. When
a commodities futures contract is nearing expiration, the Fund will generally
sell it and use the proceeds to buy a commodities futures contract with a later
expiration date. This practice is commonly referred to as “rolling.” The costs
associated with rolling commodities futures contracts typically are
substantially higher than the costs associated with other futures contracts and
may have a significant adverse impact on the performance of the Fund. In
addition,
the presence of contango in certain futures contracts at the time of rolling
would be expected to adversely affect the Fund. Similarly, the presence of
backwardation in certain futures contracts at the time of rolling such contracts
would be expected to positively affect the Fund. The futures contracts markets
have experienced, and are likely to experience again in the future, extended
periods in which contango or backwardation have affected various types of
futures contracts. These extended periods have caused in the past, and may cause
in the future, significant losses.
◦Swap
Agreements Risk.
Swap agreements are contracts among the Fund and a counterparty to exchange the
return of the pre-determined underlying investment (such as the rate of return
of the underlying commodity). Swap agreements may be negotiated bilaterally and
traded over-the-counter (“OTC”) between two parties or, for certain standardized
swaps, must be exchange-traded through an FCM and/or cleared through a
clearinghouse that serves as a central counterparty. Swap agreements may be
subject to fees and expenses, and by investing in swaps indirectly through the
Fund, a shareholder will bear the expenses of such derivatives in addition to
expenses of the Fund. Risks
associated with the use of swap agreements are different from those associated
with ordinary portfolio securities transactions, due in part to the fact they
could be considered illiquid and many swaps trade on the OTC market. Swaps are
particularly subject to counterparty credit, correlation, valuation, liquidity
and leveraging risks. While exchange trading and central clearing are intended
to reduce counterparty credit risk and increase liquidity, they do not make swap
transactions risk-free. Additionally, applicable regulators have adopted rules
imposing certain margin requirements, including minimums, on OTC swaps, which
may result in the Fund and its counterparties posting higher margin amounts for
OTC swaps, which could increase the cost of swap transactions to the Fund and
impose added operational complexity.
◦Swaps
Capacity Risk.
If the Fund’s or the Subsidiary’s ability to obtain exposure to swaps consistent
with its investment objective is disrupted for any reason including, for
example, limited liquidity in the market for a particular Underlying Crypto
Asset, a disruption to the market for a particular Underlying Crypto Asset, or
as a result of margin requirements or other limitations imposed by the Fund’s
swaps dealers or the CFTC or other regulators, the Fund may not be able to
achieve its investment objective and may experience significant
losses.
In
such circumstances, the Sub-Adviser intends to take such action as it believes
appropriate and in the best interest of the Fund. Any disruption in the Fund’s
or the Subsidiary’s ability to obtain exposure to swaps will cause the Fund’s
performance to deviate from the performance of the Underlying Crypto Asset.
Additionally, the ability of the Fund or the Subsidiary to obtain exposure to
swaps is limited by certain tax rules that limit the amount the Fund can invest
in the Subsidiary as of the end of each tax quarter. Exceeding this amount may
have tax consequences. See “Tax Risk” for more information.
Margin
levels for swap contracts based on an Underlying Crypto Asset may be
substantially higher than margin requirements for more established swaps and
futures contracts. Additionally, margin requirements are subject to change, and
may be raised in the future by swaps dealers or regulators. High margin
requirements could prevent the Fund, or the Subsidiary, from obtaining
sufficient exposure to the Underlying Crypto Asset-based swaps and may adversely
affect its ability to achieve its investment objective. Further, swap
counterparties utilized by the Fund or Subsidiary may impose limits on the
amount of exposure to swaps contracts the Fund or Subsidiary can obtain through
such counterparty. If the Fund or Subsidiary cannot obtain sufficient exposure
to the Underlying Crypto Asset-based swaps, the Fund may not be able to achieve
its investment objective.
◦Options
Risk. The
buyer of an option acquires the right, but not the obligation, to buy (a call
option) or sell (a put option) a certain quantity of a security (the underlying
security) or instrument, including a futures contract or swap, at a certain
price up to a specified point in time. The seller or writer of an option is
obligated to sell (a call option) or buy (a put option) the underlying
instrument. When the Fund sells an option, it gains the amount of the premium it
receives, but also incurs a liability representing the value of the option it
has sold until the option is either exercised and finishes “in the money,”
meaning it has value and can be sold, or the option expires worthless, or the
expiration of the option is “rolled,” or extended forward. The value of the
options in which the Fund invests is based partly on the volatility used by
market participants to price such options (i.e.,
implied volatility). Accordingly, increases in the implied volatility of such
options will cause the value of such options to increase (even if the prices of
the options’ underlying assets do not change), which will result in a
corresponding increase in the liabilities of the Fund under such options and
thus decrease the Fund’s NAV.
Options
are often used to manage or hedge risk because they enable an investor to buy or
sell an asset in the future at an agreed-upon price. Options used by the Fund to
reduce volatility may not perform as intended and may not fully protect the Fund
against declines in the value of its portfolio investments. Options also are
used for other reasons, such as to manage exposure to changes in interest rates
and bond prices; as an efficient means of adjusting overall exposure to certain
markets; in an effort to enhance income; to protect the value of portfolio
securities or other instruments; and to adjust portfolio duration.
Options
are subject to correlation risk. The writing and purchasing of options are
highly specialized activities as the successful use of options depends on the
Sub-Adviser’s ability to correctly predict future price fluctuations and the
degree of correlation between the markets for options and the underlying
instruments. Exchanges can limit the number of positions that can be held or
controlled by the Fund or the Adviser and Sub-Adviser, thus limiting the ability
to implement the Fund’s
strategies.
Options also are particularly subject to leverage risk and can be subject to
liquidity risk. Because option premiums paid or received by the Fund are small
in relation to the market value of the investments underlying the options, the
Fund is exposed to the risk that buying and selling put and call options can be
more speculative than investing directly in securities.
Purchasing
put options may result in the Fund’s loss of premiums paid in the event that the
put options expire unexercised. To the extent that the Fund reduces its put
option holdings relative to the number of call options sold by the Fund, the
Fund’s ability to mitigate losses in the event of a market decline will be
reduced.
◦Foreign
Exchange-Traded Options. Participation
in foreign options transactions involves the execution and clearing of trades
on, or subject to the rules of, a foreign board of trade. Neither the National
Futures Association nor any domestic exchange regulates activities of any
foreign boards of trade, including the execution, delivery, and clearing of
transactions, or has the power to compel enforcement of the rules of a foreign
board of trade or any applicable foreign law. This is true even if the exchange
is formally linked to a domestic market so that a position taken on the market
may be liquidated by a transaction on another market. Moreover, such laws or
regulations will vary depending on the foreign country in which the foreign
options transaction occurs. For these reasons, when the Fund trades foreign
options contracts, it may not be afforded certain of the protective measures
provided by the Commodity Exchange Act, the CFTC’s regulations, and the rules of
the National Futures Association and any domestic exchange, including the right
to use reparations proceedings before the CFTC and arbitration proceedings
provided by the National Futures Association or any domestic futures exchange.
In particular, proceeds derived from foreign options transactions may not be
provided the same protections as proceeds derived from transactions on U.S.
exchanges. In addition, the price of any foreign options contract and,
therefore, the potential profit and loss thereon, may be affected by any
variance in the foreign exchange rate between the time the Fund’s orders are
placed and the time they are liquidated, offset, or
exercised.
•Early
Close/Trading Halt Risk. An exchange or market may close or issue trading halts on specific
investments, or the ability to buy or sell certain securities or financial
instruments may be restricted, which may result in the Fund being unable to buy
or sell certain securities or financial instruments. In such circumstances, the
Fund may be unable to rebalance its portfolio, may be unable to accurately price
its investments, and/or may incur substantial trading losses.
•ETF
Risks.
The Fund is an ETF and may invest in other ETFs. As a result, it is exposed to
the following risks:
◦Authorized
Participants, Market Makers, and Liquidity Providers Concentration
Risk. The Fund has a limited number of financial institutions that may
act as APs. In addition, there may be a limited number of market makers and/or
liquidity providers in the marketplace. Shares may trade at a material discount
to NAV and possibly face delisting if either: (i) APs exit the business or
otherwise become unable to process creation and/or redemption orders and no
other APs step forward to perform these services, or (ii) market makers
and/or liquidity providers exit the business or significantly reduce their
business activities and no other entities step forward to perform their
functions.
◦Costs
of Buying or Selling Shares Risk. Due to the costs of buying or selling Shares, including brokerage
commissions imposed by brokers and bid/ask spreads, frequent trading of Shares
may significantly reduce investment results and an investment in Shares may not
be advisable for investors who anticipate regularly making small
investments.
◦Shares
May Trade at Prices Other Than NAV Risk. As with all ETFs, Shares may be bought and sold in the secondary
market at market prices. Although it is expected that the market price of Shares
will approximate the Fund’s NAV, there may be times when the market price of
Shares is more than the NAV intra-day (premium) or less than the NAV intra-day
(discount) due to supply and demand of Shares or during periods of market
volatility. This risk is heightened in times of market volatility, periods of
steep market declines, and periods when there is limited trading activity for
Shares in the secondary market, in which case such premiums or discounts may be
significant.
◦Trading
Risk. Although Shares are listed for trading on
the NYSE Arca, Inc. (the “Exchange”) and may be traded on U.S. exchanges other
than the Exchange, there can be no assurance that Shares will trade with any
volume, or at all, on any stock exchange. In stressed market conditions, the
liquidity of Shares may begin to mirror the liquidity of the Fund’s underlying
portfolio holdings, which can be significantly less liquid than the
Shares.
•ETP
Risk.
The Fund may invest in ETPs or use them as reference assets for derivative
instruments such as swaps. ETP shares trade like exchange-traded funds on a
securities exchange. The price of an ETP is derived from and based upon the
value of its underlying assets or investments. However, shares of ETPs are not
traded at net asset value, but may trade at prices above or below the value of
their underlying portfolios. The level of risk involved in the purchase or sale
of ETP is similar to the risk involved in the purchase or sale of an exchange
traded fund, except that the pricing mechanism for ETP is based on a basket of
the ETP’s investments and cash. Thus, the risks of owning an ETP generally
reflects the risks of owning the underlying investment and cash that the ETP
holds. Certain ETPs have a limited history of operations. Because certain ETPs
are relatively new products, their shares may have a lack of liquidity, which
could result in the market price of the ETP shares being more volatile than the
underlying portfolio of investments and cash. Disruptions in the markets for
Underlying Crypto Assets could result in losses on investment in ETPs. In
addition, an actual trading market may not develop for ETP shares and the
listing exchange may halt trading of ETP’s shares. ETPs may be subject to
management fees and other fees that may increase their costs versus the costs of
owning
the underlying investments directly. The Fund will indirectly bear its
proportionate share of management fees and other expenses that are charged by an
ETP in addition to the management fees and other expenses paid by the Fund. The
Fund will pay brokerage commissions in connection with the purchase and sale of
shares of ETPs.
If
the process of creation and redemption of baskets for the ETPs encounters any
unanticipated difficulties, the possibility for arbitrage transactions by
authorized participants intended to keep the price of the shares closely linked
to the price of the Underlying Crypto Asset(s) may not exist and, as a result,
the price of the shares may fall or otherwise diverge from net asset value. The
liquidity of the shares may also be affected by the withdrawal from
participation of authorized participants. Security threats to the ETP account at
the custodian could result in the halting of the ETP’s operations and a loss of
the ETP’s assets or damage to the reputation of the ETP, each of which could
result in a reduction in the value of the Fund’s Shares. The price used to
calculate the value of the ETP’s Underlying Crypto Asset(s) may be volatile,
adversely affecting the value of the Shares. If the ETP’s custodian agreement is
terminated or its custodian fails to provide services as required, the ETP may
need to find and appoint a replacement custodian, which could pose a challenge
to the safekeeping of the ETP’s Underlying Crypto Asset(s), and the ETP’s
ability to continue to operate may be adversely affected. Loss of a critical
banking relationship for, or the failure of a bank used by, the ETP’s prime
execution agent could adversely impact the ETP’s ability to create or redeem
baskets, or could cause losses to the ETPs. An ETP may suspend the issuance of
shares at any time which will impact the price of shares of an ETP, resulting in
significant difference (premium/discount) between the ETP’s market price and its
net asset value. Additionally, the Fund may be unable to transact in the shares
of the ETP at an acceptable price and therefore the Fund may be unable to
achieve its investment objective.
◦Staking
Risk. When an ETP in which the Fund invests
stakes an Underlying Crypto Asset, the Underlying Crypto Asset is subject to the
risks attendant to staking generally, such as illiquidity, reliance on
third-party service providers, slashing, missed rewards, and validator problems
and errors. Staking requires that the ETP lock up the staked Underlying Crypto
Asset, meaning that the ETP cannot sell or transfer the staked Underlying Crypto
Asset. The ETP is subject to the market price volatility of the Underlying
Crypto Asset, and it may miss opportunities to sell the staked Underlying Crypto
Asset during opportune times. Staking an Underlying Crypto Asset may involve the
risk of slashing and concentration risk. Slashing is a penalty imposed on
network validators for actions that threaten the blockchain’s integrity and can
potentially lead to a significant loss of staked principal. Concentration risks
associated with staking include staking activities occurring through a
concentrated group of software providers and cloud infrastructure providers that
offer staking services to the ETP. Staked Underlying Crypto Assets are also
subject to security breaches, network downtime or attacks, smart contract
vulnerabilities, and validator or custodian failure or compromise, which can
result in a complete loss of the staked Underlying Crypto Assets or a loss of
any rewards. The loss of the staked Underlying Crypto Asset (either in whole or
partially) during the staking period will have a material adverse effect on the
ETP.
•Foreign
Securities Risk.
The ETPs in which the Fund may invest (or use as a reference asset) may be
domiciled in foreign countries and listed on foreign exchanges. ETPs domiciled
in Europe may be less liquid than U.S. ETPs and their trading activity may be
fractured as a result of listing on multiple exchanges. A European ETP may also
trade in multiple currencies. Changes in currency exchange rates affect the
value of investments denominated in a foreign currency, and therefore the value
of such investments in the Fund’s portfolio. The Fund’s net asset value could
decline if a currency to which the Fund has exposure depreciates against the
U.S. dollar or if there are delays or limits on repatriation of such currency.
Currency exchange rates can be very volatile and can change quickly and
unpredictably. As a result, the value of an investment in the Fund may change
quickly and without warning.
Investments in non-U.S. securities involve certain risks that may not
be present with investments in U.S. securities. These include risks of adverse
changes in foreign economic, political, regulatory and other conditions, or
changes in currency exchange rates or exchange control regulations (including
limitations on currency movements and exchanges). The securities of some foreign
companies may be less liquid and, at times, more volatile than securities of
comparable U.S. companies. There may be less information publicly available
about a non-U.S. issuer than a U.S. issuer. Non-U.S. issuers may be subject to
different accounting, auditing, financial reporting and investor protection
standards than U.S. issuers. Investments in non-U.S. securities also may be
subject to withholding or other taxes and may be subject to additional trading,
settlement, custodial, and operational risks. With respect to certain countries,
there is the possibility of government intervention and expropriation or
nationalization of assets. Because legal systems differ, there also is the
possibility that it will be difficult to obtain or enforce legal judgments in
certain countries. Since foreign exchanges may be open on days when the Fund
does not price its shares, the value of the securities in the Fund’s portfolio
may change on days when shareholders will not be able to purchase or sell the
Fund’s shares. Conversely, Shares may trade on days when foreign exchanges are
closed. Each of these factors can make investments in the Fund more volatile and
potentially less liquid than other types of investments.
•High
Portfolio Turnover Risk. The Fund may frequently buy and sell investments. Higher portfolio
turnover may result in the Fund paying higher levels of transaction costs and
generating greater tax liabilities for shareholders. Portfolio turnover risk may
cause the Fund’s performance to be less than you expect.
•Index
Provider Risk. There
is no assurance that the Index Provider, or any agents that act on its behalf,
will compile the Index accurately, or that the Index will be determined,
maintained, constructed, reconstituted, rebalanced, composed, calculated or
disseminated
accurately. The Index Provider and its agents do not provide any representation
or warranty in relation to the quality, accuracy or completeness of data in the
Index, and do not guarantee that the Index will be calculated in accordance with
its stated methodology. The Adviser and Sub-Adviser rely upon the Index provider
and its agents to accurately compile, maintain, construct, reconstitute,
rebalance, compose, calculate and disseminate the Index accurately. Losses or
costs associated with any Index Provider or agent errors generally will be borne
by the Fund and its shareholders. To correct any such error, the Index Provider
or its agents may carry out an unscheduled rebalance of the Index or other
modification of Index constituents or weightings. Unscheduled rebalances also
expose the Fund to additional tracking error
risk.
•Limited
Operating History Risk.
The Fund is a recently organized investment company with a limited operating
history. As a result, prospective investors have a limited track record or
history on which to base their investment decision.
•Liquidity
Risk. Liquidity risk exists when particular investments are difficult to
purchase or sell. This can reduce the Fund's returns because the Fund may be
unable to transact at advantageous times or prices.
•Market
Risk. The
trading prices of securities and other instruments fluctuate in response to a
variety of factors. These factors include events impacting the entire market or
specific market segments, such as political, market and economic developments,
as well as events that impact specific issuers. The Fund’s NAV and market price,
like security and commodity prices generally, may fluctuate significantly in
response to these and other factors. As a result, an investor could lose money
over short or long periods of time. In addition, government actions or
interventions (including, but not limited, to the threat or imposition of
tariffs, trade restrictions, currency restrictions or similar actions) as well
as developments related to economic, political (including geopolitical), social,
public health, market, extreme weather, natural or man-made disasters, or other
conditions or events have in the past and may in the future result in volatility
in financial markets and reduced liquidity in equity, credit, and/or debt
markets, which could adversely impact the Fund and its investments and their
value and performance. These developments as well as other events could result
in further market volatility and negatively affect financial asset prices, the
liquidity of certain securities and the normal operations of securities
exchanges and other markets.
•Non-Diversification
Risk. Because the Fund is “non-diversified,” it may invest a greater
percentage of its assets in the securities of a single issuer or a lesser number
of issuers than if it was a diversified fund. As a result, the Fund may be more
exposed to the risks associated with and developments affecting an individual
issuer or a lesser number of issuers than a fund that invests more widely. This
may increase the Fund’s volatility and cause the performance of a relatively
small number of issuers to have a greater impact on the Fund’s
performance.
•Passive
Investment Risk.
The Fund is not actively managed, and the Adviser or Sub-Adviser would not sell
investments due to current or projected underperformance of an Underlying Crypto
Asset, unless that Underlying Crypto Asset is removed from the Index or the
selling of investments providing exposure to the Underlying Crypto Asset is
otherwise required upon a rebalancing or reconstitution of the Index in
accordance with the Index methodology. Unlike with an actively managed fund, the
Sub-Adviser does not use techniques or defensive strategies designed to lessen
the effects of market volatility or to reduce the impact of periods of market
decline. This means that, based on market and economic conditions, the Fund’s
performance could be lower, or more volatile than other types of funds that may
actively shift their portfolio assets to take advantage of market opportunities
or to lessen the impact of a market decline.
•Reverse
Repurchase Agreements Risk. A
reverse repurchase agreement is the sale by the Fund of a debt obligation to a
party for a specified price, with the simultaneous agreement by the Fund to
repurchase that debt obligation from that party on a future date at an agreed
upon price. Similar to borrowing, reverse repurchase agreements provide the Fund
with cash for investment purposes, which creates leverage and subjects the Fund
to the risks of leverage. Reverse repurchase agreements also involve the risk
that the other party may fail to return the securities in a timely manner or at
all. The Fund could lose money if it is unable to recover the securities and the
value of collateral held by the Fund, including the value of the investments
made with cash collateral, is less than the value of securities. Furthermore,
reverse repurchase agreements cost the Fund interest expenses. The Fund may
enter into reverse repurchase agreements with a limited number of
counterparties, which may further expose the Fund to the risk that a
counterparty may be unwilling or unable to sell back the investment contemplated
by such arrangement or otherwise to meet its contractual
obligations.
•Subsidiary
Investment Risk. By
investing in the Subsidiary, the Fund is indirectly exposed to the risks
associated with the Subsidiary’s investments. The derivatives and other
investments held by the Subsidiary are generally similar to those that are
permitted to be held by the Fund and are subject to the same risks that apply to
similar investments if held directly by the Fund. The Subsidiary is not
registered under the 1940 Act, and, unless otherwise noted in this Prospectus,
is not subject to all the investor protections of the 1940 Act. Changes in the
laws of the United States and/or the Cayman Islands could result in the
inability of the Fund and/or the Subsidiary to continue to operate as it does
currently and could adversely affect the Fund. For example, the Cayman Islands
does not currently impose any income, corporate or capital gains tax or
withholding tax on the Subsidiary. If Cayman Islands law changes such that the
Subsidiary must pay Cayman Islands taxes, Fund shareholders would likely suffer
decreased investment returns.
•Tax
Risk. The
Fund may gain most of its exposure to the Underlying Crypto Assets through its
investment in the Subsidiary, which may invest directly in derivative
instruments, including swaps, futures contracts and options. In order for the
Fund to
qualify
as a RIC under Subchapter M of the Code, the Fund must, among other
requirements, derive at least 90% of its gross income for each taxable year from
sources generating “qualifying income” for purposes of the “qualifying income
test,” which is described in more detail in the section titled “Federal Income
Taxes” in the SAI. The Fund’s investment in the Subsidiary is expected to
provide the Fund with exposure to certain derivatives instruments within the
limitations of the federal tax requirements of Subchapter M of the Code for
qualification as a RIC. The “Subpart F” income (defined in Section 951 of the
Code to include passive income) of the Fund attributable to its investment in
the Subsidiary is “qualifying income” to the Fund to the extent that such income
is derived with respect to the Fund’s business of investing in stock, securities
or currencies. The Fund expects its “Subpart F” income attributable to its
investment in the Subsidiary to be derived with respect to the Fund’s business
of investing in stock, securities or currencies and accordingly expects its
“Subpart F” income attributable to its investment in the Subsidiary to be
treated as “qualifying income.” The Fund generally will be required to include
in its own taxable income the “Subpart F” income of the Subsidiary for a tax
year, regardless of whether the Fund receives a distribution of the Subsidiary’s
income in that tax year, and this income would nevertheless be subject to the
distribution requirement for qualification as a RIC and would be taken into
account for purposes of the 4% excise tax. The Adviser will carefully monitor
the Fund’s investments in the Subsidiary to ensure that no more than 25% of the
Fund’s assets are invested in the Subsidiary to comply with the Asset
Diversification Test
as
described in more detail in the SAI.
If
the Fund did not qualify as a RIC for any taxable year and certain relief
provisions were not available, the Fund’s taxable income would be subject to tax
at the Fund level and to a further tax at the shareholder level when such income
is distributed. In such event, in order to re-qualify for taxation as a RIC, the
Fund might be required to recognize unrealized gains, pay substantial taxes and
interest and make certain distributions. This would cause investors to incur
higher tax liabilities than they otherwise would have incurred and would have a
negative impact on Fund returns. In such event, the Board may determine to
reorganize or close the Fund or materially change the Fund’s investment
objective and strategies. In the event that the Fund fails to qualify as a RIC,
the Fund will promptly notify shareholders of the implications of that
failure.
•Tracking
Error Risk.
As with all index funds, the performance of the Fund and its Index may differ
from each other for a variety of reasons. For example, the Fund incurs operating
expenses and portfolio transaction costs not incurred by the Index. In addition,
the Fund may not be fully invested in the securities of the Index at all times
or may hold securities not included in the Index.
•Valuation
Risk.
The Fund or the Subsidiary may hold securities or other assets that may be
valued on the basis of factors other than readily available market quotations.
This may occur because the asset or security does not trade on a centralized
exchange, or in times of market turmoil or reduced liquidity. There are multiple
methods that can be used to value a portfolio holding when market quotations are
not readily available. The value established for any portfolio holding at a
point in time might differ from what would be produced using a different
methodology or if it had been priced using market quotations. Portfolio holdings
that are valued using techniques other than market quotations, including “fair
valued” assets or securities, may be subject to greater fluctuation in their
valuations from one day to the next than if market quotations were used. In
addition, there is no assurance that the Fund or the Subsidiary could sell or
close out a portfolio position for the value established for it at any time, and
it is possible that the Fund or the Subsidiary would incur a loss because a
portfolio position is sold or closed out at a discount to the valuation
established by the Fund or the Subsidiary at that time. The Adviser’s and
Sub-Adviser’s ability to value investments may be impacted by technological
issues or errors by pricing services or other third-party service
providers.
•Volatility
Risk.
The value of certain of the Fund’s investments, including derivatives and
crypto-related investments, is subject to market risk. Market risk is the risk
that the value of the investments to which the Fund is exposed will fall, which
could occur due to general market or economic conditions or other
factors.
•Whipsaw
Markets Risk. The Fund may be subject to the forces of “whipsaw” markets (as
opposed to choppy or stable markets), in which significant price movements
develop but then repeatedly reverse. “Whipsaw” describes a situation where a
security’s price is moving in one direction but then quickly pivots to move in
the opposite direction. Such market conditions could cause substantial losses to
the Fund.
Performance
Performance
information for the Fund is not included because the Fund did not have a full
calendar year of performance prior to the date of this
Prospectus. In the future, performance information for the Fund
will be presented in this section. Updated performance information is available
on the Fund’s website at www.21shares.com.
Management
|
|
|
|
|
| |
| Investment
Adviser: |
Teucrium
Investment Advisors, LLC |
| Investment
Sub-Adviser: |
21Shares
US LLC |
|
Portfolio
Managers: |
Springer
Harris, Joran Haugens and Chris Small, each Portfolio Managers of the
Adviser, have been portfolio managers of the Fund since its inception in
November 2025. Andres Valencia, Executive Vice President of Investment
Management at the Sub-Adviser, and Jad Haj Ali, Director and Portfolio
Manager at the Sub-Adviser, are jointly and primarily responsible for the
day-to-day management of the Fund. Mr. Valencia and Mr. Ali have each
served as a Portfolio Manager of the Fund since its inception in November
2025. |
Purchase
and Sale of Shares
The
Fund issues and redeems Shares at NAV only in large blocks known as “Creation
Units,” which only APs (typically, broker-dealers) may purchase or redeem. The
Fund generally issues and redeems Creation Units in exchange for a portfolio of
securities and/or a designated amount of U.S. cash.
Shares
are listed on the Exchange, and individual Shares may only be bought and sold in
the secondary market through a broker or dealer at market prices, rather than
NAV. Because Shares trade at market prices rather than NAV, Shares may trade at
a price greater than NAV (premium) or less than NAV (discount).
An
investor may incur costs attributable to the difference between the highest
price a buyer is willing to pay to purchase Shares (the “bid” price) and the
lowest price a seller is willing to accept for Shares (the “ask” price) when
buying or selling Shares in the secondary market. The difference in the bid and
ask prices is referred to as the “bid-ask spread.”
Recent
information regarding the Fund’s NAV, market price, how often Shares traded on
the Exchange at a premium or discount, and bid-ask spreads can be found on the
Fund’s website at www.21shares.com.
Tax
Information
The
Fund’s distributions are generally taxable as ordinary income, qualified
dividend income, or capital gains (or a combination), unless your investment is
held in an individual retirement account (“IRA”) or other tax-advantaged
account. Distributions on investments made through tax-deferred arrangements may
be taxed later upon withdrawal of assets from those accounts.
Financial
Intermediary Compensation
If
you purchase Shares through a broker-dealer or other financial intermediary
(such as a bank) (an “Intermediary”), the Adviser or its affiliates may pay
Intermediaries for certain activities related to the Fund, including
participation in activities that are designed to make Intermediaries more
knowledgeable about exchange-traded products, including the Fund, or for other
activities, such as marketing, educational training or other initiatives related
to the sale or promotion of Shares. These payments may create a conflict of
interest by influencing the Intermediary and your salesperson to recommend the
Fund over another investment. Any such arrangements do not result in increased
Fund expenses. Ask your salesperson or visit the Intermediary’s website for more
information.
|
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|
21SHARES
FTSE CRYPTO 10 ex-BTC INDEX ETF - FUND
SUMMARY |
Investment
Objective
The
21Shares FTSE Crypto 10 ex-BTC Index ETF (the “ex-BTC Fund” or the “Fund”) seeks
to track, before fees and expenses, the price performance of the FTSE Crypto 10
ex Bitcoin Select Index (the “Index”).
Fees and Expenses of the
Fund
This
table describes the fees and expenses that you may pay if you buy, hold, and
sell shares of the Fund (“Shares”). You
may pay other fees, such as brokerage commissions and other fees to financial
intermediaries, which are not reflected in the table and Example
below.
|
|
|
|
|
| |
|
Shareholder
Fees (fees
paid directly from your investment) |
None |
|
Annual
Fund Operating Expenses
(expenses
that you pay each year as a percentage of the value of your
investment) |
| Management
Fee |
0.65% |
| Distribution
and/or Service (12b-1) Fees |
0.00% |
|
Other
Expenses1,2 |
0.69% |
|
| |
|
| |
| Total
Annual Fund Operating Expenses |
1.34% |
|
| |
1.“Other
Expenses” consists of interest expense incurred in connection with the Fund’s
reverse repurchase agreements. It is a cost of investing in reverse repurchase
agreements similar to other investment-related expenses, but is required to be
reflected as a Fund expense for accounting purposes. The amount shown has been
annualized to reflect a full fiscal year of
operations.
2.Teucrium
Investment Advisors, LLC (the “Adviser”), also serves as the investment adviser
to the Subsidiary (defined below), and provides the Subsidiary with the same
type of management services, under essentially the same terms, as it provides
the Fund. The Adviser has agreed to waive the management fee of 0.65% to be paid
by the Subsidiary. This waiver will continue in effect for so long as the Fund
invests in the Subsidiary, and at least April 30,
2027. This waiver may be terminated only with the approval of
the Subsidiary’s Board of Directors.
Example
This Example is intended to help you compare the cost of investing
in the Fund with the cost of investing in other funds. The Example assumes that
you invest $10,000 in the Fund for the time periods indicated and then redeem
all of your Shares at the end of those periods. The Example also assumes that
your investment has a 5% return each year and that the Fund’s operating expenses
remain the same. The Example does not take into account brokerage commissions
that you may pay on your purchases and sales of Shares.
Although your actual costs may be higher
or lower, based on these assumptions your costs would be:
Portfolio
Turnover
The
Fund pays transaction costs, such as commissions, when it buys and sells
securities (or “turns over” its portfolio). A higher portfolio turnover rate may
indicate higher transaction costs and may result in higher taxes when Shares are
held in a taxable account. These costs, which are not reflected in the Total
Annual Fund Operating Expenses or in the Example, affect the Fund’s performance.
For the fiscal period November 13, 2025 (commencement of operations) through
December 31, 2025, the Fund’s portfolio turnover rate was 13% of the average value of its
portfolio.
Principal Investment
Strategies
The
Fund is an exchange-traded fund (“ETF”) that employs a “passive management” (or
indexing) investment approach designed to track, before fees and expenses, the
price performance of the Index. The Fund does not try to outperform the Index
and does not seek to invest in temporary defensive positions when markets
decline or appear overvalued.
The
Index measures the performance of the top ten largest crypto assets globally,
excluding bitcoin, ranked by their market capitalization (collectively, the
“Underlying Crypto Assets”). All crypto assets that meet the Index eligibility
criteria may be included in the Index. The Index is reconstituted and rebalanced
quarterly in March, June, September and December. Therefore, the crypto assets
represented in the Index are likely to change over time. Each crypto asset’s
weighting in the Index is based solely on its market capitalization. A crypto
asset’s market capitalization is defined as its “circulating” supply
(i.e.,
the total number of coins or tokens currently available for trading in the
market) as of the last day of the month prior to the Index’s quarterly rebalance
month multiplied by its price on the Wednesday after the first Friday of the
Index’s quarterly rebalance month. The Index Provider (as defined below)
determines the circulating supply and the price of each crypto asset included in
the Index using publicly available data from multiple well-established and
reputable cryptocurrency trading platforms selected by the Index Provider.
As
of March 31, 2026, the Index constituents include the following:
|
|
|
|
|
| |
| Crypto
Asset |
Weighting
(as of March 31, 2026) |
| Ethereum |
50.31% |
| Binance
Coin |
15.17% |
| XRP |
15.55% |
| Solana |
8.53% |
| Dogecoin |
2.67% |
| Cardano |
1.62% |
| Hyperliquid |
1.94% |
| Chainlink |
1.16% |
| Bitcoin
Cash |
1.52% |
| Avalanche |
0.72% |
The
Index is constructed and maintained by FTSE Russell (the “Index Provider”). The
Index Provider is not affiliated with the Fund, the Adviser, or 21Shares US LLC
(the “Sub-Adviser”).
The
Fund seeks to achieve its investment objective by investing primarily in
securities and financial instruments that derive their value from the
performance of the Underlying Crypto Assets. The
Fund does not invest directly in any crypto assets, including the Underlying
Crypto Assets. In
seeking to achieve its investment objective, the Fund may invest in (i) exchange
traded products (“ETPs”) that provide exposure to one or more Underlying Crypto
Assets, including by holding one or more Underlying Crypto Assets directly; (ii)
ETFs registered under the 1940 Act that provide exposure to one or more
Underlying Crypto Assets; and (iii) financial instruments, including swap
agreements, futures contracts, and options contracts that provide direct and
indirect economic exposure to one or more Underlying Crypto Assets. The Fund may
invest in ETPs, ETFs or other products managed by, sponsored by, or otherwise
associated with a Sub-Adviser.
The
Fund invests, under normal circumstances, at least 80% of its net assets, plus
the amount of any borrowings for investment purposes, in investments that
provide exposure to Underlying Crypto Assets or have economic characteristics
that are substantially similar to Underlying Crypto Assets. Additional
information about the securities and financial instruments in which the Fund
will primarily invest is described below:
•ETPs.
The Fund may invest directly in ETPs. ETPs in which the Fund may invest are
designed to provide exposure to the performance of one or more Underlying Crypto
Assets and either hold such crypto assets directly or are fully secured by
holdings of such crypto assets (“Spot Crypto ETPs”). The Fund may invest in U.S.
ETPs or non-U.S. ETPs. The U.S. ETPs generally issue shares of beneficial
interest that derive their value from a basket of one or more crypto assets.
Each non-U.S. ETP will generally be structured as an exchange traded note, and
issue bonds that are collateralized by the respective amount of units of the
particular Underlying Crypto Asset. The non-U.S. ETPs in which the Fund may
invest will be listed on a European exchange and domiciled in Europe, including
the United Kingdom and Channel Islands. ETPs are not registered under the 1940
Act, and thus do not provide shareholders with the protections afforded by the
1940 Act. The Fund may invest in ETPs managed by, sponsored by, or otherwise
associated with the Sub-Adviser.
•ETFs.
The Fund may invest in ETFs that are registered under the 1940 Act that provide
exposure to one or more crypto assets (“Crypto ETFs”). ETFs are a type of
open-end fund, shares of which are traded on a national securities exchange.
ETFs may not hold any Underlying Crypto Assets directly, but may invest in
derivatives instruments that provide exposure to various crypto assets. The Fund
may invest in ETFs managed by, sponsored by or otherwise associated with the
Sub-Adviser.
•Swap
Agreements.
Swap agreements are derivative contracts entered into primarily with major
global financial institutions for a specified period. In a standard swap
transaction, two parties agree to exchange or “swap” payments based on the
change in value of a reference asset or benchmark, such as an index, or in the
case of the Fund, the return earned on an investment in one or more Underlying
Crypto Assets (each a “Crypto Swap”). It is expected that the Fund will invest
in swaps that use one or more of the following as a reference asset or
benchmark: (i) a reference rate or index tied to one or more Underlying Crypto
Assets, (ii) Spot Crypto ETPs or Crypto ETFs, or (iii) other benchmarks that the
Adviser or Sub-Adviser believes produce returns consistent with one or more
Underlying Crypto Assets.
•Futures
Contracts.
In order to obtain exposure to Underlying Crypto Assets, the Fund may enter
into, as the “buyer,” futures contracts, that trade on an exchange registered
with the Commodity Futures Trading Commission (“CFTC”). The futures contracts
may be tied directly to an Underlying Crypto Asset or to a Crypto ETF or Spot
Crypto ETP (as described below) (“Crypto Futures Contracts”). In order to
maintain its exposure to the Underlying Crypto Assets, the Fund may exit its
futures contracts as they near expiration and replace them with new futures
contracts with a later expiration date. This process is
referred
to as “rolling.” The Fund may invest in futures contracts of any expiration date
traded on any CFTC-regulated commodity futures exchange, also known as a
“designated contract market” (“DCM”).
•Options.
The Fund may invest in exchange traded options contracts that reference the
Underlying Crypto Assets or Crypto ETFs or Spot Crypto ETPs (“Crypto Options”
and, together with Crypto ETPs, Crypto ETFs, Crypto Swaps and Crypto Futures
Contracts, “crypto-related investments”). The Fund may invest in options traded
on an exchange registered with the CFTC, or on foreign exchanges. In general, an
option is a contract that gives the purchaser (holder) of the option, in return
for a premium, the right to buy from (call) or sell to (put) the seller (writer)
of the option the security or currency underlying the option at a specified
exercise price. Traditional exchange-traded options contracts have standardized
terms, such as the type (call or put), the reference asset, the strike price and
expiration date. In the U.S., exchange-traded options contracts are guaranteed
for settlement by the Options Clearing Corporation (“OCC”).
In
seeking to achieve its investment objective, the Fund may also invest in equity
securities of “crypto-related companies.” For these purposes, crypto-related
companies are companies that the Adviser or a Sub-Adviser believes provide
returns that generally correspond, or are closely related, to the performance of
one or more Underlying Crypto Assets. Similar to other types of crypto-related
investments, there can be no assurance that the returns of crypto-related
companies will correspond, or be closely-related, to the performance of an
Underlying Crypto Assets.
The
mix of investments used to achieve the Fund’s desired exposure to the Underlying
Crypto Assets is at the sole discretion of the Adviser or Sub-Adviser. The
Adviser or Sub-Adviser may consider the following factors, among others, when
determining the Fund’s investments: liquidity, regulatory requirements, risk
mitigation measures, the Fund’s FCMs (as defined below), the financial condition
of counterparties and market conditions.
The
Fund also expects to engage in reverse repurchase agreements, a form of
borrowing.
The
Fund expects to invest in certain investments indirectly through a wholly-owned
subsidiary organized under the laws of the Cayman Islands (the “Subsidiary”).
The Fund’s investment in the Subsidiary is intended to provide the Fund with
exposure to one or more of the Underlying Crypto Assets within the limits of
current federal income tax laws applicable to investment companies such as the
Fund, which limit the ability of investment companies to invest directly in
certain investments that do not generate qualifying income for tax purposes. The
Subsidiary, which is also managed by the Adviser, may invest in certain
investments, such as derivatives instruments (including swaps, futures, and
options), to a greater extent than the Fund. Except as otherwise noted, for
purposes of this Prospectus, references to the Fund’s investments include the
Fund’s indirect investments through the Subsidiary. Because the Fund intends to
elect to be treated as a regulated investment company (“RIC”) under the Internal
Revenue Code of 1986, as amended (the “Code”), the size of the Fund’s investment
in the Subsidiary generally will be limited to 25% of the Fund’s total assets,
tested at the end of each fiscal quarter (the “Asset Diversification Test”).
Although
the Fund does not seek leveraged returns, investing in certain financial
instruments may have a leveraging effect on the Fund. The Fund will invest in
cash, cash-like instruments and/or high-quality securities (collectively,
“Collateral”). The Collateral may consist of: (i) U.S. Government securities,
such as bills, notes and bonds issued by the U.S. Treasury; (ii) money market
funds; and/or (iii) corporate debt securities, such as commercial paper and
other short-term unsecured promissory notes issued by businesses that are rated
investment grade or determined by the Adviser or Sub-Adviser to be of comparable
quality. Such Collateral is designed to provide liquidity, serve as margin or
otherwise collateralize the Fund’s investments in financial
instruments.
In
seeking to achieve its investment objective, the Fund may use either a
“replication” strategy, meaning the Fund will invest in investments that provide
exposure to all of the Index constituents in the approximate proportions as in
the Index, or a “representative sampling” strategy, meaning it may invest in
investments that provide exposure to a sample of the Index constituents whose
risk, return, and other characteristics closely resemble the risk, return, and
other characteristics of the Index as a whole. The Fund or the Subsidiary may
over-weight or under-weight its exposure to a particular Underlying Crypto
Asset, or a subset of Underlying Crypto Assets, such that the Fund has greater
or lesser exposure to that Underlying Crypto Asset or subset of Underlying
Crypto Assets than is represented by the Index. This may cause the Fund to gain
exposure to crypto assets not included in the Index, but which the Adviser
believes are appropriate to substitute for certain Underlying Crypto Assets. As
a result, the price performance of the Fund’s portfolio may deviate from the
returns of the Index.
To the
extent the Index concentrates (i.e., holds more than 25% of its net assets) in
the securities of a particular industry or group of related industries, the Fund
will concentrate its investments to approximately the same extent as the Index.
The Fund is deemed to be “non-diversified,” which means that it may invest a
greater percentage of its assets in the securities of a single issuer or a small
number of issuers than if it was a diversified fund.
Information
About Crypto Assets
Crypto
assets are bearer assets whose ownership is secured by cryptographic protocols
and incentives that operate on a network of computers utilizing blockchains, as
defined below. Digital assets are intended to allow for storage and transfer
without the need for a trusted intermediary. Well-known blockchains that have
their own native digital assets include Bitcoin and Ethereum.
Digital
assets are traded on trading venues around the world, as well as on
over-the-counter and peer-to-peer markets. Digital assets can be converted to
fiat currencies or into other digital assets at rates determined by supply and
demand on these markets. Derivative investment products, including futures,
options, and swaps contracts, are also available that allow investors to build
sophisticated investment and trading strategies focused around the most
prominent digital assets.
The
number and diversity of market participants and companies operating in the
digital asset space has also increased dramatically over the past several years.
Currently, there are a wide range of companies providing services related to
digital assets to retail and institutional investors. These include companies
that provide trading venues, custody solutions for institutional and retail
investors, investment funds, payment services, trading services, lending and
collateral management, and prime brokerage.
The ownership of digital assets is recorded in a digital ledger or
database (a “blockchain”). Blockchains differ from traditional databases in that
they are designed not to be controlled by any single party, but rather, to be
maintained by a distributed network of computers, each of which maintains and
updates its own copy of the ledger. Each participant in this network is
incentivized to process transactions according to a set of predetermined rules
and to keep its ledger consistent with the rest of the network over
time.
Principal
Investment Risks
The
Underlying Crypto Assets are relatively new investments. The Underlying Crypto
Assets are subject to unique and substantial risks and historically have been
subject to significant price volatility. The value of an
investment in the Fund could decline significantly and without warning,
including to $0. You should be prepared for the possibility of losing your
entire investment. An investment in the Fund does not represent
a complete investment program. An investment in the Fund is not a bank
deposit and it is not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other government agency, the Adviser, Sub-Adviser or any of
their affiliates.
The
principal risks of investing in the Fund are summarized below. Each risk
summarized below is considered a “principal risk” of investing in the Fund,
regardless of the order in which it appears. As with any investment, there is a
risk that you could lose all or a portion of your investment in the Fund. Some
or all of these risks may adversely affect the Fund’s NAV, trading price, yield,
total return, and/or ability to meet its investment objective. The following
risks could affect the value of your investment in the Fund:
•Crypto
Asset Risk. The
Fund’s performance is subject to the risks of the crypto assets industry. The
trading prices of many crypto assets, including the Underlying Crypto Assets,
have experienced extreme volatility and may do so in the future. Extreme
volatility in the future, including declines in the trading prices of the
Underlying Crypto Assets, could have a material adverse effect on the value of
the Fund’s shares and the shares could lose all or substantially all of their
value. The value of the shares is subject to a number of factors relating to the
fundamental investment characteristics of the Underlying Crypto Assets as crypto
assets, including the fact that crypto assets are bearer instruments and loss,
theft, destruction, or compromise of the associated private keys could result in
permanent loss of the asset, and the capabilities and development of blockchain
technologies. Crypto assets represent a new and rapidly evolving industry, and
the value of the Fund’s shares depends on the acceptance of the Underlying
Crypto Assets. Changes in the governance of a crypto asset network may not
receive sufficient support from users and miners, which may negatively affect
that crypto asset network’s ability to grow and respond to challenges. An
investor should be prepared to lose the full principal value of their investment
suddenly and without warning.
A
number of factors affecting the price and market for Underlying Crypto Assets
held by the Fund.
◦Supply
and Demand.
It is believed that speculators and investors who seek to profit from trading
and holding crypto assets currently account for a significant portion of demand
for any crypto asset. Such speculation regarding the potential future
appreciation in the price of Underlying Crypto Assets may artificially inflate
or deflate the price of Underlying Crypto Assets. Market fraud and/or
manipulation and other fraudulent trading practices such as the intentional
dissemination of false or misleading information (e.g.,
false rumors) can, among other things, lead to a disruption of the orderly
functioning of markets and significant market volatility, and cause the value of
crypto asset futures to fluctuate quickly and without
warning.
◦Crypto
Asset Competition Risk. As
of November 1, 2025, ether was the second largest digital asset by market
capitalization as tracked by CoinMarketCap.com, and bitcoin and ether comprised
71.8% of the total market capitalization of the crypto asset ecosystem tracked
by CoinMarketCap.com. Alternative crypto assets tracked by CoinMarketCap.com had
a total market capitalization of approximately $1.0 trillion as of November 1,
2025. In addition, many consortiums and financial institutions are also
researching and investing resources into private or permissioned smart contracts
platforms rather than open platforms like the Ethereum Network. Competition from
the emergence or growth of alternative digital assets and smart contracts
platforms could have a negative impact on the demand for, and price of, bitcoin
and ether and thereby adversely affect price of the Underlying Crypto Assets and
the value of the Fund’s shares. Because the Fund does not invest in bitcoin, a
further rise in bitcoin’s usage or popularity could negatively impact the
Fund.
So-called
“Layer 2” solutions are protocols built on top of an underlying smart contract
platform blockchain, and intended to provide scalability to the underlying
blockchain by increasing transaction efficiency. For example, Polygon is a smart
contract platform protocol built on top of the Ethereum Blockchain; it is
intended to provide scalability to Ethereum by allowing users to transact on a
variety of blockchains deployed on the Ethereum Network. Under this model,
Ethereum functions as the base layer, or “Layer 1” blockchain. The Polygon
protocol offers developers sidechain, roll-ups and other
Layer
2 solutions which can be tailored to an individual developer’s intended use
case. Such solutions are intended to improve upon the transaction speed, cost
and efficiency of transactions on their respective Layer 1. However, Layer 2
solutions have only been recently developed and may not function as intended.
For example, smart contracts deployed on one Layer 2 solution may not be
interoperable with smart contracts deployed on other Layer 2 solutions. In
particular, the advent of Layer 2 solutions presents the possibility of
fracturing liquidity of DeFi “decentralized applications” (“dApps”) on a smart
contract platform’s mainchain by splitting such liquidity among multiple,
non-interoperable Layer 2 solutions, which could limit their use case or reduce
efficiency. Layer 2 solutions also rely, to various degrees, on the
functionality of the underlying Layer 1 blockchain. To the extent that the
Ethereum Network is viewed as an unreliable Layer 1 solution, or that other
networks provide better speed, costs, efficiency and features than the Ethereum
Network, use of the Ethereum Network as a Layer 1 solution may decline with a
corresponding reduction in the demand for, and price of, ether. In addition,
DeFi dApps have been the frequent of numerous hacking and manipulation attempts,
with some such attempts resulting in irreversible losses to their users. There
is also considerable regulatory uncertainty regarding DeFi dApps status and
compliance with a variety of legal regimes, including federal securities law,
anti-money laundering laws, and federal and state money service business laws.
To the extent that DeFi dApps continue to experience hacking events or adverse
regulatory events, the Ethereum Networks value as a Layer 1 solution may decline
with a corresponding reduction in the demand for, and price of,
ether.
◦Adoption
and Use of Crypto Assets. Crypto
assets and crypto-related investments are relatively new investments, and the
continued adoption of the relevant crypto asset will require growth in its usage
as a means of payment or for recordkeeping. Even if growth in crypto asset
adoption continues in the near or medium-term, there is no assurance that crypto
asset usage will continue to grow over the long-term. A contraction in the use
of a crypto asset may result in a lack of liquidity, increased volatility in and
a reduction in the price of the crypto
asset.
Many
digital asset networks face significant scaling challenges and are being
upgraded with various features designed to increase the speed of digital asset
transactions and the number of transactions that can be processed in a given
period (known as “throughput”). These attempts to increase the volume of
transactions may not be effective, and such upgrades may fail, resulting in
potentially irreparable damage to a crypto asset’s network and the value of the
Underlying Crypto Assets.
◦Risk
Factors Related to the Regulation of Crypto Assets. Any
final determination by a court that any crypto asset is a “security” may
adversely affect the value of the Underlying Crypto Assets and the value of the
Fund’s shares, and, if the Underlying Crypto Asset is not, or cannot, be
registered as a security, result in a potential exclusion from the
Fund.
Depending
on its characteristics, a crypto asset may be considered a “security” under the
federal securities laws. The test for determining whether a particular crypto
asset is a “security” is complex and difficult to apply, and the outcome is
difficult to predict. Public, though non-binding, statements by senior officials
at the SEC have indicated that the SEC did not consider Ethereum to be a
security. The SEC staff has also provided informal assurances via no-action
letters to a handful of promoters that their digital assets are not
securities.
On
the other hand, the SEC has brought enforcement actions against the issuers and
promoters of several other crypto assets on the basis that the crypto assets in
question are securities. More recently, the SEC has also brought enforcement
actions against various crypto asset trading platforms for allegedly operating
unregistered securities exchanges on the basis that certain of the crypto assets
traded on their platforms are securities. For example, in June 2023, the SEC
brought a complaint against Coinbase (the “Coinbase Complaint”) alleging
violations of a variety of securities laws. In its complaint, the SEC asserted
that Solana is a security under the federal securities laws. In February 2025,
the SEC dismissed the Coinbase Complaint.
If
an appropriate court determines that an Underlying Crypto Asset is a security,
the Adviser would not intend to permit the Fund to continue holding its
investments in a way that would violate the federal securities laws. The
resolution of the current ambiguity concerning the regulatory status of crypto
assets could result in negative regulatory and tax consequences for the Fund and
its shareholders, including the Fund’s failure to qualify as a RIC, the
consequences of which are discussed under “Tax Risk”, and the elimination of the
shareholder protections afforded by the 1940 Act.
◦Largely
Unregulated Marketplace. Crypto
asset trading venues are relatively new and, in most cases, largely unregulated.
As a result of this lack of regulation, individuals, or groups may engage in
insider trading, fraud or market manipulation with respect to crypto assets.
Such manipulation could cause investors in crypto assets to lose money, possibly
the entire value of their investments. Additionally, some digital asset trading
platforms may not operate in compliance with applicable law, and such
non-compliance may cause such platforms to close operations in certain
jurisdictions and/or be subject of regulatory
investigations.
Crypto
asset trading venues are not subject to the same regulations as regulated
securities or futures exchanges. Crypto asset trading venues that are regulated
typically must comply with minimum net worth, cybersecurity, and anti-money
laundering requirements, but are not typically required to protect customers or
their markets to the same extent that regulated securities exchanges or futures
exchanges are required to do so. As a result, markets for crypto assets may be
subject to manipulation or
fraud
and may be subject to larger and/or more frequent sudden declines than assets
traded on more traditional exchanges. Investors in crypto assets may lose money,
possibly the entire value of their investments.
Over
the past several years, a number of crypto asset trading venues have been closed
due to fraud, failure or security breaches. The nature of the assets held at
crypto asset trading venues make them appealing targets for hackers and a number
of digital asset trading venues have been victims of cybercrimes and other
fraudulent activity. These activities have caused significant, in some cases
total, losses for crypto investors. Investors in crypto assets may have little
or no recourse should such theft, fraud or manipulation occur. There is no
central registry showing which individuals or entities own crypto assets or the
quantity of crypto assets that are owned by any particular person or entity.
There are no regulations in place that would prevent a large holder or a group
of holders from selling their crypto assets, which could depress the price of
the applicable crypto asset, or otherwise attempting to manipulate the price of
the crypto asset. Events that reduce user confidence in a crypto asset, the
applicable blockchain and the fairness of crypto asset trading venues could have
a negative impact on the price of a crypto asset and the value of an investment
in the Fund.
If
the crypto asset trading venues become subject to onerous regulations or are
subject to enforcement actions by regulatory authorities (including FinCEN, SEC,
CFTC, FINRA, the Consumer Financial Protection Bureau, the Department of
Justice, the Department of Homeland Security, the Federal Bureau of
Investigation, the Internal Revenue Service (“IRS”), the Office of the
Comptroller of the Currency, the Federal Deposit Insurance Corporation, the
Federal Reserve, and state financial institution regulators), among other
things, trading in the Underlying Crypto Assets may be concentrated in a smaller
number of trading venues, which may materially impact the price, volatility, and
trading volumes of Underlying Crypto Assets. Additionally, the trading venues
may be required to comply with tax, anti-money laundering (“AML”),
know-your-customer and other regulatory requirements, and compliance and
reporting obligations that may make it more costly to transact in or trade
Underlying Crypto Assets (which may materially impact price, volatility, or
trading of Underlying Crypto Assets more generally). Each of these events could
have a negative impact on the value of an investment in the Fund.
The
trading of crypto assets are fragmented across numerous trading venues. The
fragmentation of the volume of crypto asset transactions across multiple trading
venues can lead to a higher volatility than would be expected if volume was
concentrated in a single trading venue. Market fragmentation and volatility
increase the likelihood of price differences across different trading
venues.
◦Cybersecurity
Risk. Blockchain
technology and network functionality rely on the Internet. A significant
disruption or interruption of Internet connectivity affecting large numbers of
users or geographic areas could impede the functionality of blockchain
technologies and the price of crypto assets. In addition, certain features of
blockchain technology, such as decentralization, open source protocol, including
the code of digital contracts stored on a blockchain, that are automatically
executed when predetermined terms and conditions are met (“smart contracts”),
and reliance on peer-to-peer connectivity, may increase the risk of fraud or
cyber-attack by potentially reducing the likelihood of a coordinated response.
Cybersecurity exploitations or attacks against entities that custody or
facilitate the transfers or trading of a crypto asset could result in a
significant theft of the crypto asset and a loss of public confidence, which
could lead to a decline in the value of the crypto asset and, as a result,
adversely impact the Fund’s investment in an Underlying Crypto Asset.
Additionally, if a malicious actor or botnet (i.e.,
a volunteer or hacked collection of computers controlled by networked software
coordinating the actions of the computers) obtains control of more than 50% of
the processing power of a crypto asset’s network, such actor or botnet could
alter the blockchain and adversely affect the value of the crypto asset, which
would adversely affect the Fund’s investment in an Underlying Crypto
Asset.
◦Forked
Asset Risk. Crypto
asset networks operate using open-source protocols, meaning that any user can
download the software, modify it and then propose that the users and validators
adopt the modification. When a modification is introduced and a substantial
majority of users and validators consent to the modification, the change is
implemented and the network remains uninterrupted. However, if less than a
substantial majority of users and validators consent to the proposed
modification, and the modification is not compatible with the software prior to
its modification, the consequence would be what is known as a “hard fork” of a
crypto asset network, with one group running the pre-modified software and the
other running the modified software. The effect of such a fork would be the
existence of two versions of a crypto asset network running in parallel, yet
lacking interchangeability.
Forks
may also occur as a network community’s response to a significant security
breach. For example, in June 2016, an anonymous hacker exploited a smart
contract running on the Ethereum Network to siphon approximately $60 million of
ether held by The DAO, a distributed autonomous organization, into a segregated
account. In response to the hack, most participants in the Ethereum community
elected to adopt a “fork” that effectively reversed the hack. However, a
minority of users continued to develop the original blockchain, now referred to
as “Ethereum Classic” with the digital asset on that blockchain now referred to
as Ether Classic (“ETC”). ETC now trades on several digital asset trading
platforms. A fork may also occur as a result of an unintentional or
unanticipated software flaw in the various versions of otherwise compatible
software that users run. Such a fork could lead to users and validators
abandoning the digital asset with the flawed software. It is possible, however,
that a substantial number of users and validators could adopt an incompatible
version of the digital
asset
while resisting community-led efforts to merge the two chains. This could result
in a permanent fork, as in the case of ether and ETC.
In
addition, many developers have previously initiated hard forks in the blockchain
to launch new digital assets. To the extent such digital assets compete with the
Underlying Crypto Assets, such competition could impact demand for the
Underlying Crypto Assets and could adversely impact the value of the Fund’s
shares.
Furthermore,
a hard fork can lead to new security concerns. For example, when the Ethereum
and Ethereum Classic networks split in July 2016, “replay” attacks, in which
transactions from one network were rebroadcast to nefarious effect on the other
network, plagued digital asset trading platforms through at least October 2016.
A digital asset trading platform announced in July 2016 that it had lost 40,000
ETC, worth about $100,000 at that time, as a result of replay attacks. Another
possible result of a hard fork is an inherent decrease in the level of security
due to significant amounts of mining/validating power remaining on one network
or migrating instead to the new forked network. After a hard fork, it may become
easier for an individual validator or validator pool’s power to exceed levels
necessary to execute an attack on the network.
A
future fork in the crypto asset network for a Underlying Crypto Asset could
adversely affect the value of the Fund’s shares.
◦“Attack”
Risk. All
networked systems are vulnerable to various kinds of attacks. A blockchain may
be vulnerable to several types of attacks,
including:
▪“33%
attack” where, if a validator or group of validators were to gain control of
more than 33% of the total staked crypto asset on the applicable blockchain, a
malicious actor could temporarily impede or delay block confirmation or even
cause a temporary fork in the blockchain.
▪“50%
attack” where, if a validator or group of validators acting in concert were to
gain control of more than 50% of the total staked crypto asset on the
blockchain, a malicious actor would be able to gain full control of the
blockchain and the ability to manipulate the blockchain on a forward-looking
basis, including censoring transactions following the achievement of threshold,
double-spending and fraudulent block propagation, while the attacker maintains
the threshold. In theory, the minority non-attackers might reach social
consensus to reject blocks proposed by the malicious majority attacker, reducing
the attacker's ability to engage in malicious activity, but there can be no
assurance this would happen or that non-attackers would be able to coordinate
effectively.
▪“>66%
attack” where, if a validator or group of validators acting in concert were to
gain control of more than 66% of the total staked crypto asset on the
blockchain, a malicious actor could permanently and irreversibly manipulate the
blockchain, including censorship, double-spending, and fraudulent block
propagation, both on a forward- and backward-looking basis. The attacker could
unilaterally finalize their preferred chain without the votes of any other
stakers and could also reverse past finalized
blocks.
Further, smart contracts on the network may create systemic risk for
the price of a crypto asset in the event of an exploit. If a significant portion
of a crypto asset is held by a small number of holders sometimes referred to as
“whales,” these holders have the ability to manipulate the price of the crypto
asset.
◦Crypto
Asset Tax Risk. Current
U.S. IRS guidance indicates that convertible virtual currency, defined as a
digital representation of value that functions as a medium of exchange, a unit
of account, and/or a store of value that has an equivalent value in real
currency, or that acts as a substitute for real currency, should be treated and
taxed as property, and that transactions involving the payment of convertible
virtual currency for goods and services should be treated as barter
transactions. While this treatment allows for the possibility of capital gains
treatment, it creates a potential tax reporting requirement in any circumstance
where the ownership of convertible virtual currency passes from one person to
another, usually by means of convertible virtual currency transactions
(including off-blockchain transactions), which could discourage the use of
digital assets as a medium of exchange, especially for a holder of digital
assets that has appreciated in
value.
•Ether
Risk. Investments
linked to ether can be highly volatile compared to investments in traditional
securities and the Fund may experience sudden and large losses. These markets
may fluctuate widely based on a variety of factors including changes in overall
market movements, political and economic events, wars, acts of terrorism,
natural disasters (including disease, epidemics and pandemics) and changes in
interest rates or inflation rates.
The
value of the Shares relates closely to the value of ether, and fluctuations in
the price of ether could adversely affect the value of the Shares. Due to the
nature of private keys, ether transactions are irrevocable, and stolen or
incorrectly transferred ether may be irretrievable. As a result, any incorrectly
executed ether transaction, to the extent it affects the market price of ether,
could adversely affect an investment in the Fund. ether accounts are subject to
security threats that could result in losses of assets. The Ethereum Network’s
decentralized governance structure may negatively affect its ability to grow and
respond to challenges.
A
number of factors affect the price of and market for ether.
◦Adoption
and Use of Ether. Ether
is a relatively new investment, and the continued adoption of ether will require
growth in its usage as a means of payment. Even if growth in ether adoption
continues in the near or medium-term, there is no
assurance that ether usage will continue to grow over the long-term.
A contraction in the use of ether may result in a lack of liquidity and
increased volatility in and a reduction to the price of ether.
◦Declining
Validator Rewards. Transactions in ether are processed by validators, which are
compensated in ether based on a declining payment schedule and, in some
instances, by voluntary fees paid by participants. If this compensation is not
sufficient to incentivize validators to process transactions, the confirmation
process for transactions may slow and the Ethereum Network may become more
vulnerable to malicious actors. These and similar events may have a significant
adverse effect on the price and liquidity of ether and the value of an
investment in the Fund.
◦Forks.
The
open-source nature of the Ethereum protocol permits any developer to review the
underlying code and suggest changes. If some users and validators adopt a change
while others do not and that change is not compatible with the existing
software, a fork occurs. Several forks have already occurred in the Ethereum
Network, resulting in the creation of new, separate digital assets. Similar
events could adversely affect the price and liquidity of ether and the value of
an investment in the Fund. A fork may be intentional, such as the Ethereum
“Merge.” The “Merge” represents the Ethereum Network’s shift from a
proof-of-work consensus mechanism to a proof-of-stake consensus mechanism. This
means that instead of being required to solve complex mathematical problems,
validators are required to stake ether. Ethereum staking is the process of
locking up an amount of ether for a specified period of time in order to
contribute to the security of the blockchain and earn network rewards.
Validators are required to stake ether in order to perform validation activities
and then, as a reward, earn newly created ether. Validation activities include
verifying transactions, storing data, and adding to the Ethereum
Blockchain.
A temporary or permanent “fork” of the Ethereum Blockchain could
adversely affect the short-, medium-, or long-term value of ether and an
investment in the Fund. A “hard fork” of the Ethereum Network, where less than a
substantial majority of users or validators (under the current proof-of-stake
model) consent to a proposed modification and the modification is not compatible
with the software prior to its modification, could result in one group of users
running the pre-modified software and the other running the modified software.
If validators expend fewer resources on the Ethereum Network, it could increase
the likelihood of a malicious actor obtaining control. The Ethereum Network has
forked in the past. In 2016, a fork resulted in the creation of Ethereum and
Ethereum Classic networks. In connection with the network upgrade on September
15, 2022, a group of miners wishing to continue the proof-of-work model forked
the network to create a new blockchain that continues to use proof-of-work
consensus. Following a fork, holders of one asset, such as ether, will hold
equal amounts of assets resulting from the fork, in this case, assets on the
Ethereum proof- of-work blockchain.
◦Pricing
Volatility Risk. The
price of ether has experienced periods of extreme volatility. Ethereum price
volatility may be influenced by, among other things, trading activity on and the
closing of digital asset trading platforms (including those featuring leveraged
trading) due to fraud, failure, security breaches or otherwise. Ether price
volatility also may be influenced by momentum pricing. Also, speculation by
traders and investors regarding the potential future appreciation in the value
of ether may inflate the price of ether. Conversely, a decrease in demand or
speculation for, or government regulation (including, without limitation, the
tax treatment of Ethereum transactions) and the perception of onerous regulatory
actions, may cause a drop in the price of ether. Further, developments related
to the Ethereum Network’s operations, individual digital asset trading
platforms, and the overall Ethereum market also contribute to the volatility in
the price of ether. In addition, there is potential for herd behavior
(e.g.,
multiple funds trying to exit positions at the same time) when there is extreme
volatility.
Ether
is exposed to instability in other speculative parts of the blockchain and
crypto asset industry, such that an event that is not necessarily related to the
security or utility of the Ethereum Network can nonetheless precipitate a
significant decline in the price of ether. Several recent developments in the
digital asset economy resulted in a loss of confidence in participants in the
digital asset ecosystem, negative publicity surrounding digital assets more
broadly, and market-wide declines in digital asset trading prices and
liquidity.
Since
the fourth quarter of 2021 to date in 2025, digital asset prices have fluctuated
widely. This has led to volatility and disruption in the digital asset markets
and financial difficulties for several prominent industry participants,
including digital asset trading venues, hedge funds and lending platforms. For
example, in the first half of 2022, digital asset lenders Celsius Network LLC
and Voyager Digital Ltd. and digital asset hedge fund Three Arrows Capital each
declared bankruptcy. This resulted in a loss of confidence in participants in
the digital asset ecosystem, negative publicity surrounding digital assets more
broadly and market-wide declines in digital asset trading prices and
liquidity.
In
November 2022, FTX, the third largest digital asset trading venue by volume at
the time, halted customer withdrawals amid rumors of the company’s liquidity
issues and likely insolvency. Shortly thereafter, FTX’s CEO resigned, and FTX
and several affiliates of FTX filed for bankruptcy. The U.S. Department of
Justice subsequently brought criminal charges, including charges of fraud,
violations of federal securities laws, money laundering, and campaign finance
offenses, against FTX’s former CEO and others.
Continued
disruption and instability in the digital asset markets as these events develop,
including further declines in the trading prices and liquidity of the Fund’s
holdings, could have a material adverse effect on the value of the Shares, and
the Shares could lose all or substantially all of their
value.
◦Intellectual
Property Rights Claims. No single entity owns the Ethereum
Network. However, with the growing adoption of ether and the significant
increase in speculative activity surrounding ether and digital assets, third
parties may be increasingly motivated to assert intellectual property rights
claims relating to the operation of the Ethereum Network or applications built
upon the Ethereum Blockchain. Regardless of the merit of any intellectual
property or other legal action, any threatened action that reduces confidence in
the Ethereum Network’s or the Ethereum Blockchain’s long-term viability or the
ability of end-users to hold and transfer ether may adversely affect the price
of ether and adversely affect the ether futures. Additionally, a meritorious
intellectual property rights claim could prevent end-users from accessing the
Ethereum Network or holding or transferring their ether. As a result, an
intellectual property rights claim against Ethereum Network participants could
have a material adverse impact on the Fund.
•Binance
Coin Risk. The
price of Binance Coin (“BNB”) as determined by the BNB market has experienced
periods of extreme volatility and may be influenced by a wide variety of
factors. Speculators and investors who seek to profit from trading and holding
BNB generate a significant portion of BNB demand. Such speculation regarding the
potential future appreciation in the value of BNB may cause the price of BNB to
increase. Conversely, a decrease in demand for or speculative interest regarding
BNB may cause the price to decline.
Digital
assets such as BNB were only introduced within the past 15 years, and the medium
to long term value of the Shares is subject to a number of factors over time
relating to the capabilities and development of blockchain technologies, such as
the recentness of their development, their dependence on the internet and other
technologies, their dependence on the role played by users, developers
validators and the potential for malicious activity. BNB itself was launched
only in 2017. For example, the realization of one or more of the following risks
could materially adversely affect the value of the Shares: digital asset
networks, including the BNB peer-to-peer network and associated blockchain
ledger (such blockchain, together with the peer-to-peer network, the “BNB Chain”
or “Layer 1 BNB Chain”), and the software used to operate them are in the early
stages of development. Given the recentness of the development of digital asset
networks, digital assets may not function as intended and parties may be
unwilling to use digital assets, which would dampen the growth, if any, of
digital asset networks. Because BNB is a digital asset, the value of the Shares
is subject to a number of factors relating to the fundamental investment
characteristics of digital assets, including the fact that digital assets are
bearer instruments and loss, theft, compromise, or destruction of the associated
private keys could result in permanent loss of the asset.
The
BNB Chain, including the cryptographic and algorithmic protocols supporting its
operation, has only been in existence since 2019. While the BNB token was
initially launched in 2017 on the Ethereum blockchain as an ERC-20 token, it
migrated to the BNB Chain following its launch. BNB markets have a limited
performance record, making them part of a new and rapidly evolving industry that
is subject to a variety of factors that are difficult to evaluate. For example,
the following are some of the risks could materially adversely affect the value
of the Shares:
◦Digital
assets, including BNB, are controllable only by the possessor of both the unique
public key and private key or keys relating to the BNB Chain address, or
“wallet”, at which the digital asset is held. Private keys must be safeguarded
and kept private in order to prevent a third party from accessing the digital
asset held in such wallet. The loss, theft, compromise or destruction of a
private key required to access a digital asset may be irreversible. If a private
key is lost, stolen, destroyed or otherwise compromised and no backup of the
private key is accessible, the owner would be unable to access the digital asset
corresponding to that private key and the private key will not be capable of
being restored by the digital asset network resulting in the total loss of the
value of the digital asset linked to the private key.
◦Digital
asset networks are dependent upon the internet. A disruption of the internet or
a digital asset network, such as the BNB Chain, would affect the ability to
transfer digital assets, including BNB, and, consequently, their
value.
◦The
foregoing notwithstanding, the BNB Chain’s protocol is informally overseen by a
collective of core developers who propose amendments to the relevant network’s
source code. Core developers’ roles evolve over time, largely based on
self-determined participation. If a significant majority of users and validators
were to adopt amendments to the BNB Chain based on the proposals of such core
developers, the BNB Chain would be subject to new protocols that may adversely
affect the value of BNB.
◦To
the extent that validators on the BNB Chain decline to include transactions in
blocks due to insufficient or absent transaction fees, such transactions may not
be recorded until a validator accepts the lower fee or includes the transaction
regardless of fee size. If a significant number of validators adopt similar fee
thresholds, this could result in delays in transaction processing. Any prolonged
or widespread delays in transaction inclusion may undermine user confidence in
the BNB Chain or in digital asset networks more broadly.
◦As
the BNB Chain continues to develop and grow, certain technical issues might be
uncovered and the trouble shooting and resolution of such issues requires the
attention and efforts of BNB Chain’s global development community. Like all
software, the BNB Chain is at risk of vulnerabilities and bugs that can
potentially be exploited by malicious actors.
◦Many
digital asset networks, including the BNB Chain, face significant scaling
challenges and are being upgraded with various features designed to increase the
speed of digital asset transactions and the number of transactions can be
processed
in
a given period (known as “throughput”). These attempts to increase the volume of
transactions may not be effective, and such upgrades may fail, resulting in
potentially irreparable damage to the BNB Chain and the value of
BNB.
◦Moreover,
in the past, bugs, defects and flaws in the source code for digital assets have
been exposed and exploited, including flaws that disrupted normal blockchain
network or DApp and smart contract operations or disabled related functionality
for users, exposed users’ personal information and/or resulted in the theft of
users’ digital assets. The cryptography underlying the BNB Chain or BNB as an
asset could prove to be flawed or ineffective, or developments in mathematics
and/or technology, including advances in digital computing, algebraic geometry
and quantum computing, could result in such cryptography becoming ineffective.
In any of these circumstances, a malicious actor may be able to compromise the
security of the BNB Chain or take the Trust’s BNB, which would adversely affect
the value of the Shares. Moreover, normal operations and functionality of the
BNB Chain may be negatively affected. Such losses of functionality could lead to
the BNB Chain losing attractiveness to users, nodes, validators, or other
stakeholders, thereby dampening demand for BNB. Even if another digital asset
other than BNB were affected by similar circumstances, any reduction in
confidence in the source code or cryptography underlying digital assets
generally could negatively affect the demand for digital assets and therefore
adversely affect the value of the Shares.
◦The
BNB Chain is still in the process of developing and making significant decisions
that will affect policies that govern the supply and issuance of BNB as well as
other BNB Chain protocols. The open-source nature of many digital asset network
protocols, such as the protocol for the BNB Chain, means that developers and
other contributors are generally not directly compensated for their
contributions in maintaining and developing such protocols. As a result, the
developers and other contributors of a particular digital asset may lack a
financial incentive to maintain or develop the network, or may lack the
resources to adequately address emerging issues. Alternatively, some developers
may be funded by companies whose interests are at odds with other participants
in a particular digital asset network. If the BNB Chain does not successfully
develop its policies on supply and issuance, and other major design decisions or
does so in a manner that is not attractive to network participants it could lead
to a decline in adoption of the BNB Chain and price of BNB.
◦Software
applications running on top of the BNB Chain (often referred to as
“decentralized applications” or “DApps”, whether or not decentralized in fact)
and smart contract developers depend on being able to obtain BNB to be able to
run their programs and operate their businesses. In particular, decentralized
applications and smart contracts require BNB in order to pay the transaction
fees needed to pay validators to execute transactions and smart contract
operations. As such, they represent a significant source of demand for BNB.
BNB's price volatility (particularly where BNB prices increase), or the BNB
Chain's wider inability to meet the demands of decentralized applications and
smart contracts in terms of inexpensive, reliable, and prompt transaction
execution (including during congested periods), or to solve its scaling
challenges or increase its throughput, may discourage such decentralized
application and smart contract developers from using the BNB Chain as the
foundational infrastructure layer for building their applications and smart
contracts. If decentralized application and smart contract developers abandon
the BNB Chain for other blockchain or digital asset networks or protocols for
whatever reason, the value of BNB could be negatively affected.
◦The
perception that BNB Chain and BNB are associated with Binance could cause BNB’s
value to be affected by developments involving or affecting Binance. For
example, in 2023 the SEC filed a lawsuit against Binance, alleging, inter alia,
that the offering and sale of BNB by Binance was an unregistered securities
offering. The district court’s decision in SEC v. Binance Holdings Ltd. et al.,
738 F.Supp.3d 20, 48-58 (D.D.C. Aug. 23, 2024), ruled that, while the SEC’s
allegations regarding the manner in which Binance offered and sold BNB as part
of the initial distribution of BNB were sufficient at the motion to dismiss
stage, the SEC’s complaint did not include sufficient facts to support a
plausible inference that any particular secondary sales of BNB satisfy the Howey
test for an investment contract. In 2023, the Department of Justice, Office of
Foreign Assets Control (“OFAC”), Financial Crimes Enforcement Network
(“FinCEN”), and the CFTC reached a series of settlements with Binance for
charges involving violations of U.S. laws governing money laundering, sanctions,
registration as a money services business, and registration under the Commodity
Exchange Act, among others. If Binance were subject to operating restrictions or
was no longer able to facilitate trading in BNB, the liquidity and market value
of BNB would be negatively affected, causing the Shares to decline in value. If
BNB were no longer able to be used for trading fee discounts on Binance, the
demand for BNB would be negatively affected, which would likewise negatively
impact BNB’s market value and therefore the value of the Shares. Likewise,
negative developments, publicity, or sentiment relating to Binance or its
principals could affect market demand for, and value of, BNB.
Moreover,
because digital assets, including BNB, have been in existence for a short period
of time and are continuing to develop, there may be additional risks in the
future that are impossible to predict as of the date of this
Prospectus.
•XRP
Risk.
The market for XRP may become illiquid. This market may fluctuate widely based
on a variety of factors, including changes in overall market movements,
political and economic events, wars, acts of terrorism, natural disasters
(including disease epidemics and pandemics), and changes in interest rates or
inflation rates. A number of factors affect the price and market for
XRP.
◦New
Technology. XRP is a relatively new technological innovation with a limited
operating history. XRP has a relatively limited history of existence and
operations. There is a limited established performance record for the price of
XRP and, in turn, a limited basis for evaluating an investment in
XRP.
◦Supply
and Demand of XRP.
Unlike other digital assets, such as bitcoin or ether, XRP is not and was not
mined gradually over time. Instead, all 100 billion XRP tokens were created at
the time of the launch of a distributed ledger upon which XRP transactions are
processed and settled (the “XRP Ledger”) in 2012. This means that every XRP
token that exists today, or will ever exist, was generated from the outset of
the XRP Ledger. As a result, there is no ability for the supply of XRP to be
adjusted in response to economic conditions. For instance, there is no ability
for the supply of XRP to be increased to meet rising demand, which could lead to
price volatility. In addition, unlike blockchains that utilize “proof-of-work”
or “proof-of-stake,” where miners or stakers are rewarded with newly minted
coins or tokens, XRP validators are not incentivized by block rewards since
there is no new issuance of XRP.
Additionally,
the fixed supply of XRP, combined with the burning of XRP (permanently
destroyed) as transaction fees, could create deflationary pressure over time. A
small amount of XRP is burned with every transaction to prevent spam on the
network. While the amount of XRP burned per transaction is minuscule, over time,
the total supply of XRP will slowly decrease. This could lead to a deflationary
environment where the decreasing supply drives up the price of XRP, making it
less practical as a medium of exchange. Additionally, as the total supply of XRP
slowly shrinks due to burning, liquidity could become an issue in the distant
future, potentially making it harder for businesses and users to access
sufficient XRP for their transactions.
The
fixed supply of XRP could also contribute to price volatility, especially if
demand fluctuates significantly. Since the supply of XRP is fixed, any
significant surge in demand can result in large price spikes. For example,
during periods of high market activity or speculation, the price of XRP could
rapidly increase due to the inability to expand supply to match demand. This
volatility could make XRP less predictable for businesses that rely on it for
payments. Digital assets with a flexible supply, such as stablecoins, can adjust
to maintain a stable value. XRP, however, could experience price swings that
make it less attractive for everyday transactions or long-term financial
planning.
The
fixed supply of XRP may also not scale well with rapidly expanding use cases. To
the extent more businesses, financial institutions, and payment providers adopt
XRP for cross-border transactions and other use cases, there is a risk that the
fixed supply may not meet such growing demand, leading to supply shortages and
further price volatility. In the case of massive adoption, the scarcity of XRP
could raise its value too much, making it less appealing for day-to-day
transactions or use as a liquidity bridge in cross-border payments, as
businesses might prefer a more stable and widely available
currency.
Ripple
Labs holds a large portion of the XRP supply, which has led to concerns about
centralization. Despite escrow mechanisms that gradually release XRP into the
market, Ripple Labs still retains control over a significant portion of XRP,
which can impact market dynamics if large amounts are sold. The concentration of
XRP in the hands of Ripple Labs and early stakeholders could affect the market’s
confidence in XRP as a decentralized asset.
◦Adoption
and Use of XRP.
The continued adoption of XRP will require growth in its usage as a means of
exchange and payment. Even if growth in XRP adoption continues in the near or
medium-term, there is no assurance that XRP usage will continue to grow over the
long-term. A contraction in the use of XRP may result in a lack of liquidity,
increased volatility in and a reduction to the price of
XRP.
◦The
Regulatory Environment Relating to XRP. The
regulation of cryptocurrencies, digital assets, and related investments in the
U.S. is in its nascent stages, and the nature and extent of the regulatory
framework to be implemented is not yet clear. Federal and state, as well as
foreign, governments may restrict the use and exchange of a crypto asset, such
as XRP. Depending on its characteristics, a digital asset, including XRP, may be
considered a “security” under U.S. federal and/or state securities laws. The
test for determining whether a particular digital asset is a “security” is
complex and difficult to apply, and the outcome is difficult to predict. Any
enforcement action by the SEC or a state securities regulator asserting that XRP
is a security, or a court decision to that effect, would be expected to have an
immediate material adverse impact on the trading price of XRP, as well as the
Shares. This is because the business models behind most digital assets are
incompatible with regulations applying to transactions in securities. If a
digital asset is determined to be a security, it is likely to become difficult
or impossible for the digital asset to be traded, cleared, or custodied in the
United States through the same channels used by non-security digital assets,
which, in addition to materially and adversely affecting the trading value of
the digital asset, is likely to significantly impact its liquidity and market
participants’ ability to convert the digital asset into U.S. dollars. Any
assertion that a digital asset is a security by the SEC or another regulatory
authority may have similar effects.
◦Cybersecurity.
The XRP Ledger has historically maintained high availability but has experienced
a few notable disruptions. On February 4, 2025, the XRP Ledger experienced an
unexpected halt in block production for approximately 64 minutes, during which
no new ledgers were validated, temporarily pausing all transactions. The root
cause remains under investigation, but preliminary analysis suggests a
validation issue that prevented consensus from being reached. On November 25,
2024, the XRP Ledger faced a 10-minute disruption when several nodes crashed and
restarted simultaneously, briefly halting transaction processing. The issue was
traced to a caching-layer bug introduced in a prior software update,
which was later addressed by the RippleX
team through a recommended upgrade to the latest Rippled version. Despite these
incidents, the XRP Ledger has generally been reliable, with no asset losses
occurring, and built-in safety protocols ensured eventual network
recovery.
•Solana
Risk. Solana
has a relatively limited history of existence and operations. There is a limited
established performance record for the price of Solana and, in turn, a limited
basis for evaluating an investment in Solana. Although past performance is not
necessarily indicative of future results, if Solana had a more established
history, such history might (or might not) provide investors with more
information on which to evaluate an investment in the Fund.
Digital
assets, such as Solana, were only introduced within the past 15 years, and the
medium- to long-term value of Solana, and therefore the Fund, is subject to a
number of factors over time relating to the capabilities and development of
blockchain technologies, such as the recentness of their development; their
dependence on the Internet and other technologies; their dependence on the role
played by users, developers, and validators; and the potential for malicious
activity. Solana was conceived in 2017, with private token sales beginning in
2018, and a public sale taking place in 2020. For example, the realization of
one or more of the following risks could materially adversely affect the value
of the Shares: digital asset networks, including the Solana peer-to-peer network
and associated blockchain ledger (such blockchain, the “Solana blockchain” and
together with the peer-to-peer network, the “Solana Network” or “Layer 1 Solana
Network”), and the software used to operate them are in the early stages of
development. Given the recentness of the development of digital asset networks,
digital assets may not function as intended, and parties may be unwilling to use
digital assets, which would dampen the growth, if any, of digital asset
networks. Because Solana is a digital asset, the value of the Shares is subject
to a number of factors relating to the fundamental investment characteristics of
digital assets, including the fact that digital assets are bearer instruments
and loss, theft, compromise, or destruction of the associated private keys could
result in permanent loss of the asset.
The
Solana Network, including the cryptographic and algorithmic protocols associated
with the operation of the Solana blockchain, has only been in existence since
2020, with initial development beginning in 2017. Solana markets have a limited
performance record, making them part of a new and rapidly evolving industry that
is subject to a variety of factors that are difficult to evaluate. For example,
the following are some of the risks that could materially adversely affect the
value of the Shares:
◦Digital
assets, including Solana, are controllable only by the possessor of both the
unique public key and private key or keys relating to the Solana Network
address, or “wallet,” at which the digital asset is held. Private keys must be
safeguarded and kept private in order to prevent a third party from accessing
the digital asset held in such wallet. The loss, theft, compromise, or
destruction of a private key required to access a digital asset may be
irreversible. If a private key is lost, stolen, destroyed, or otherwise
compromised and no backup of the private key is accessible, the owner would be
unable to access the digital asset corresponding to that private key, and the
private key would not be capable of being restored by the digital asset network,
resulting in the total loss of the value of the digital asset linked to the
private key.
◦Digital
asset networks are dependent upon the Internet. A disruption of the Internet or
a digital asset network, such as the Solana Network, would affect the ability to
transfer digital assets, including Solana, and, consequently, their
value.
◦Governance
of the Solana Network is by voluntary consensus and open competition. As a
result, there may be a lack of consensus or clarity on the governance of the
Solana Network, which may stymie the Solana Network’s utility and ability to
grow and face challenges. In particular, it may be difficult to find solutions
or martial sufficient effort to overcome any future problems on the Solana
Network, especially long-term problems.
◦The
foregoing notwithstanding, the Solana Network’s protocol is informally overseen
by a collective of core developers who propose amendments to the relevant
network’s source code. Core developers’ roles evolve over time, largely based on
self-determined participation. If a significant majority of users and validators
were to adopt amendments to the Solana Network based on the proposals of such
core developers, the Solana Network would be subject to new protocols that may
adversely affect the value of Solana.
◦To
the extent that any validators cease to record transactions that do not include
the payment of a transaction fee in solved blocks or do not record a transaction
because the transaction fee is too low, such transactions will not be recorded
on the Solana blockchain until a block is validated by a validator who does not
require the payment of transaction fees or is willing to accept a lower fee. Any
widespread delays in recording transactions could result in a loss of confidence
in a digital asset network.
◦As
the Solana Network continues to develop and grow, certain technical issues might
be uncovered, and the troubleshooting and resolution of such issues requires the
attention and efforts of Solana’s global development community. Like all
software, the Solana Network is at risk of vulnerabilities and bugs that can
potentially be exploited by malicious actors.
◦Moreover,
in the past, bugs, defects, and flaws in the source code for digital assets have
been exposed and exploited, including flaws that disrupted normal Solana
Network, Solana Client, or DApp and smart contract operations or disabled
related functionality for users, exposed users’ personal information, and/or
resulted in the theft of users’ digital assets. The cryptography underlying the
Solana Network or Solana as an asset could prove to be flawed or ineffective, or
developments
in
mathematics and/or technology, including advances in digital computing,
algebraic geometry, and quantum computing, could result in such cryptography
becoming ineffective. In any of these circumstances, a malicious actor may be
able to compromise the security of the Solana Network or take the Fund’s Solana,
which would adversely affect the value of the Shares. Moreover, normal
operations and functionality of the Solana Network may be negatively affected.
Such losses of functionality could lead to the Solana Network losing
attractiveness to users, nodes, validators, or other stakeholders, thereby
dampening demand for Solana. Even if another digital asset other than Solana
were affected by similar circumstances, any reduction in confidence in the
source code or cryptography underlying digital assets generally could negatively
affect the demand for digital assets and therefore adversely affect the value of
the Shares.
◦The
Solana Network is still in the process of developing and making significant
decisions that will affect policies that govern the supply and issuance of
Solana as well as other Solana Network protocols. The open-source nature of many
digital asset network protocols, such as the protocol for the Solana Network,
means that developers and other contributors are generally not directly
compensated for their contributions in maintaining and developing such
protocols. As a result, the developers and other contributors of a particular
digital asset may lack a financial incentive to maintain or develop the network
or may lack the resources to adequately address emerging issues. Alternatively,
some developers may be funded by companies whose interests are at odds with
other participants in a particular digital asset network. If the Solana Network
does not successfully develop its policies on supply and issuance and other
major design decisions, or does so in a manner that is not attractive to network
participants, it could lead to a decline in adoption of the Solana Network and
price of Solana.
◦Solana
is subject to the risk of fraud, theft, manipulation or security failures,
operational or other problems that impact Solana trading venues. Additionally,
if a single validator or a coordinated group of validators were to gain control
of more than 33% of the staked Solana, they could impede block finalization or
censor transactions on the Solana Network. If such control were to exceed 66%,
they could, in theory, finalize malicious transactions and exert significant
influence over the network, including the potential to manipulate transaction
ordering or attempt double-spending. If such a validator or group of validators
were to gain control of one-third of staked Solana, they could halt payments. A
significant portion of Solana is held by a small number of holders sometimes
referred to as “whales”. Transactions by these holders may influence the price
of Solana and these holders may have the ability to manipulate the price of
Solana.
Moreover,
because digital assets, including Solana, have been in existence for a short
period of time and are continuing to develop, there may be additional risks in
the future that are impossible to predict as of the date of this
Prospectus.
•Exposure
Risk. As
of October
31, 2025, approximately 85%
of the value of the Index is attributable to ethereum, Binance Coin, XRP and
Solana. As a result, the Fund’s performance may be disproportionately and
significantly impacted by the poor performance of such Underlying Crypto
Asset(s) or events materially affecting the ecosystem of such Underlying Crypto
Asset(s). The Fund’s significant exposure to one or more Underlying Crypto
Assets makes it more susceptible to any single occurrence affecting such
Underlying Crypto Asset(s) and related ETPs and crypto-related investments, and
may subject the Fund to greater market risk than more diversified
funds.
The
remaining principal risks are presented in alphabetical order to facilitate
finding particular risks and comparing them with those of other
funds.
•Calculation
Methodology Risk. The Index relies directly or indirectly on various sources of
information to assess the criteria of constituents included in the Index,
including information that may be based on assumptions and estimates. None of
the Fund, the Adviser, or the Sub-Adviser can offer assurances that the Index’s
calculation methodology or sources of information will provide an accurate
assessment of included constituents or a correct valuation of securities, nor
can they guarantee the availability or timeliness of the production of the
Index.
•Cash
Transaction Risk.
The Fund expects to effect all of its creations and redemptions for cash, rather
than in-kind securities. The Fund may be required to sell or unwind portfolio
investments to obtain the cash needed to distribute redemption proceeds. This
may cause the Fund to recognize a capital gain that it might not have recognized
if it had made a redemption in kind. As a result, the Fund may pay out higher
annual capital gain distributions than if the in-kind redemption process was
used. The use of cash creations and redemptions may also cause the Fund’s shares
to trade in the market at wider bid-ask spreads or greater premiums or discounts
to the Fund’s NAV. Further, effecting purchases and redemptions primarily in
cash may cause the Fund to incur certain costs, such as portfolio transaction
costs. These costs can decrease the Fund’s NAV if not offset by an authorized
participant (“AP”) transaction fee.
•Clearing
Broker Risk. The failure or bankruptcy of the Fund’s and the Subsidiary’s clearing
broker could result in a substantial loss of Fund assets. Under current CFTC
regulations, a clearing broker maintains customers’ assets in a bulk segregated
account. If a clearing broker fails to do so or is unable to satisfy a
substantial deficit in a customer account, its other customers may be subject to
risk of loss of their funds in the event of that clearing broker’s bankruptcy.
In that event, the clearing broker’s customers, such as the Fund and the
Subsidiary, are entitled to recover, even in respect of property specifically
traceable to them, only a proportional share of all property available for
distribution to all of that clearing broker’s customers.
•Collateral
Securities Risk.
Collateral may include obligations issued or guaranteed by the U.S. government
and its agencies and instrumentalities, including bills, notes and bonds issued
by the U.S. Treasury, money market funds and corporate debt securities, such as
commercial paper. Some securities issued or guaranteed by federal agencies and
U.S. government-sponsored instrumentalities may not be backed by the full faith
and credit of the United States, in which case the investor must look
principally to the agency or instrumentality issuing or guaranteeing the
security for ultimate repayment, and may not be able to assert a claim against
the United States itself in the event that the agency or instrumentality does
not meet its commitment. The U.S. government and its agencies and
instrumentalities do not guarantee the market value of their securities, and
consequently, the value of such securities may fluctuate. Although the Fund may
hold securities that carry U.S. government guarantees, these guarantees do not
extend to shares of the Fund. The Fund’s investments in U.S. government
securities will change in value in response to interest rate changes and other
factors, such as the perception of an issuer’s creditworthiness. Money market
funds are subject to management fees and other expenses. Therefore, investments
in money market funds will cause the Fund to bear indirectly a proportional
share of the fees and costs of the money market funds in which it invests. At
the same time, the Fund will continue to pay its own management fees and
expenses with respect to all of its assets, including any portion invested in
the shares of the money market fund. It is possible to lose money by investing
in money market funds. Corporate debt securities such as commercial paper
generally are short-term unsecured promissory notes issued by businesses.
Corporate debt may be rated investment-grade or below investment-grade and may
carry variable or floating rates of interest. Corporate debt securities carry
both credit risk and interest rate risk. Credit risk is the risk that the Fund
could lose money if the issuer of a corporate debt security is unable to pay
interest or repay principal when it is due. Interest rate risk is the risk that
interest rates rise and fall over time. For example, the value of fixed-income
securities generally decrease when interest rates rise, which may cause the
Fund’s value to decrease. Also, investments in fixed-income securities with
longer maturities fluctuate more in response to interest rate changes. Some
corporate debt securities that are rated below investment-grade generally are
considered speculative because they present a greater risk of loss, including
default, than higher quality debt securities.
•Commodity
Pool Regulatory Risk. The
Fund’s investment exposure to commodity futures and swaps will cause it to be
deemed to be a commodity pool, thereby subjecting the Fund to regulation under
the Commodity Exchange Act (“CEA”) and CFTC rules. The Adviser and Sub-Adviser
are each registered as a Commodity Trading Advisor (“CTA”) and a Commodity Pool
Operator (“CPO”), and the Fund will be operated in accordance with applicable
CFTC rules, as well as the regulatory scheme applicable to registered investment
companies. Registration as a CPO imposes additional compliance obligations on
the Adviser and the Fund related to additional laws, regulations, and
enforcement policies, which could increase compliance costs and may affect the
operations and financial performance of the Fund.
•Counterparty
Risk. Counterparty
risk is the risk that a counterparty to Fund transactions (e.g.,
swap transactions) will be unable or unwilling to perform its contractual
obligation to the Fund. The Fund expects to use futures and options contracts
and swap agreements to gain exposure to the Index without purchasing
constituents of the Index directly in order to achieve its investment objective.
Through these investments and related arrangements, the Fund is exposed to the
risk that the counterparty may be unwilling or unable to make timely payments
contemplated by such arrangements or otherwise to meet its contractual
obligations (i.e.,
counterparty credit risk). If the counterparty becomes bankrupt or defaults on
(or otherwise becomes unable or unwilling to perform) its payment or other
obligations to the Fund, the Fund may not receive the full amount it is entitled
to receive or may experience delays in recovering the collateral or other assets
held by, or on behalf of, the counterparty. If this occurs, the value of your
Shares in the Fund will decrease.
In
addition, the Fund may enter into swap agreements with a limited number of
counterparties, which may increase the Fund’s exposure to counterparty credit
risk. To the extent the Fund’s counterparties are concentrated in the financial
services sector, the Fund bears the risk that those counterparties may be
adversely affected by legislative or regulatory changes, adverse market
conditions, increased competition, and/or wide scale credit losses resulting
from financial difficulties or borrowers affecting that economic sector.
Further, there is a risk that no suitable counterparties will be willing to
enter into, or continue to enter into, transactions with the Fund and, as a
result, the Fund may not be able to achieve its investment
objective.
•Crypto-Related
Company Risk. If
the Fund is unable to obtain its desired exposure to crypto-related investments,
the Fund may obtain exposure by investing in securities of “crypto-related
companies.” There can be no assurance that the returns of crypto-related
companies will correspond, or be closely-related, to the performance of a
particular Underlying Crypto Asset or the Underlying Crypto Assets as a whole.
Crypto-related companies face rapid changes in technology, intense competition
including the development and acceptance of competing platforms or technologies,
loss or impairment of intellectual property rights, cyclical economic patterns,
shifting consumer preferences, evolving industry standards, adverse effects of
changes to a network’s or software’s protocols, a rapidly changing regulatory
environment, and dependency on certain key personnel (including highly skilled
financial services professionals and software engineers). Crypto-related
companies may be susceptible to operational and information security risks
including those associated with hardware or software failures, interruptions, or
delays in service by third party vendors, and security breaches. Certain
crypto-related companies may be subject to the risks associated with investing
directly in Underlying Crypto Assets.
•Cybersecurity
Risk.
Cybersecurity incidents may allow an unauthorized party to gain access to Fund
assets or proprietary information, or cause the Fund, the Adviser, the
Sub-Adviser and/or other service providers (including custodians and financial
intermediaries)
to suffer data breaches or data corruption. Additionally, cybersecurity failures
or breaches of the electronic systems of the Fund, the Adviser, the Sub-Adviser
or the Fund’s other service providers, market makers, APs, the Fund’s primary
listing exchange, or the issuers of securities in which the Fund invests have
the ability to disrupt and negatively affect the Fund’s business operations,
including the ability to purchase and sell Shares, potentially resulting in
financial losses to the Fund and its shareholders.
•Derivatives
Risk.
The Fund’s derivative investments have risks, including the imperfect
correlation between the value of such instruments and the underlying assets or
index; the loss of principal, including the potential loss of amounts greater
than the initial amount invested in the derivative instrument; and illiquidity
of the derivative investments. Certain of the Fund’s transactions in derivatives
could affect the amount, timing, and character of distributions to shareholders,
which may result in the Fund realizing more short-term capital gain and ordinary
income subject to tax at ordinary income tax rates than it would if it did not
engage in such transactions, which may adversely impact the Fund’s after-tax
returns. To the extent the Fund invests in such derivative instruments, the
value of the Fund’s portfolio is likely to experience greater volatility over
short-term periods.
◦Futures
Contracts Risk. The
successful use of futures contracts draws upon the Adviser’s and Sub-Adviser’s
skill and experience with respect to such instruments and is subject to special
risk considerations. The primary risks associated with the use of futures
contracts, which may adversely affect the Fund’s NAV and total return, are: (a)
the imperfect correlation between the change in market value of the commodity
future and the price of commodity; (b) possible lack of a liquid secondary
market for a futures contract and the resulting inability to close a futures
contract when desired; (c) losses caused by unanticipated market movements,
which are potentially unlimited; (d) the Adviser’s and Sub-Adviser’s inability
to predict correctly the direction of securities prices, interest rates,
currency exchange rates and other economic factors; (e) the possibility that the
counterparty will default in the performance of its obligations; and (f) if the
Fund has insufficient cash, it may have to sell investments from its portfolio
to meet daily variation margin requirements, and the Fund may have to sell
investments at a time when it may be disadvantageous to do
so.
If
the Fund’s ability to obtain exposure to commodities futures consistent with its
investment objective is disrupted for any reason, including limited liquidity in
the commodities futures market, a disruption to the commodities futures, or as a
result of margin requirements or position limits imposed by the Fund’s futures
commission merchants (“FCMs”), the designated contracts market (“DCM”), or the
CFTC on the Fund, the Adviser or the Sub-Adviser, the Fund would not be able to
achieve its investment objective and may experience significant losses. FCMs act
as the intermediaries between customers and exchanges facilitating transactions
in commodity derivatives. DCMs are the exchanges on which the transactions
occur.
◦Cost
of Futures Investment Risk. When a commodities futures contract is nearing expiration, the Fund
will generally sell it and use the proceeds to buy a commodities futures
contract with a later expiration date. This practice is commonly referred to as
“rolling.” The costs associated with rolling commodities futures contracts
typically are substantially higher than the costs associated with other futures
contracts and may have a significant adverse impact on the performance of the
Fund. In addition, the presence of contango in certain futures contracts at the
time of rolling would be expected to adversely affect the Fund. Similarly, the
presence of backwardation in certain futures contracts at the time of rolling
such contracts would be expected to positively affect the Fund. The futures
contracts markets have experienced, and are likely to experience again in the
future, extended periods in which contango or backwardation have affected
various types of futures contracts. These extended periods have caused in the
past, and may cause in the future, significant losses.
◦Swap
Agreements Risk.
Swap agreements are contracts among the Fund and a counterparty to exchange the
return of the pre-determined underlying investment (such as the rate of return
of the underlying commodity). Swap agreements may be negotiated bilaterally and
traded over-the-counter (“OTC”) between two parties or, for certain standardized
swaps, must be exchange-traded through an FCM and/or cleared through a
clearinghouse that serves as a central counterparty. Swap agreements may be
subject to fees and expenses, and by investing in swaps indirectly through the
Fund, a shareholder will bear the expenses of such derivatives in addition to
expenses of the Fund. Risks associated with the use of swap agreements are different from
those associated with ordinary portfolio securities transactions, due in part to
the fact they could be considered illiquid and many swaps trade on the OTC
market. Swaps are particularly subject to counterparty credit, correlation,
valuation, liquidity and leveraging risks. While exchange trading and central
clearing are intended to reduce counterparty credit risk and increase liquidity,
they do not make swap transactions risk-free. Additionally, applicable
regulators have adopted rules imposing certain margin requirements, including
minimums, on OTC swaps, which may result in the Fund and its counterparties
posting higher margin amounts for OTC swaps, which could increase the cost of
swap transactions to the Fund and impose added operational
complexity.
◦Swaps
Capacity Risk.
If the Fund’s or the Subsidiary’s ability to obtain exposure to swaps consistent
with its investment objective is disrupted for any reason including, for
example, limited liquidity in the market for a particular Underlying Crypto
Asset, a disruption to the market for a particular Underlying Crypto Asset, or
as a result of margin requirements or other limitations imposed by the Fund’s
swaps dealers or the CFTC or other regulators, the Fund may not be able to
achieve its investment objective and may experience significant
losses.
In
such circumstances, the Sub-Adviser intends to take such action as it believes
appropriate and in the best interest of the Fund. Any disruption in the Fund’s
or the Subsidiary’s ability to obtain exposure to swaps will cause the Fund’s
performance to deviate from the performance of the Underlying Crypto Asset.
Additionally, the ability of the Fund or the Subsidiary to obtain exposure to
swaps is limited by certain tax rules that limit the amount the Fund can invest
in the Subsidiary as of the end of each tax quarter. Exceeding this amount may
have tax consequences. See “Tax Risk” for more
information.
Margin levels for swap contracts based on an Underlying Crypto Asset
may be substantially higher than margin requirements for more established swaps
and futures contracts. Additionally, margin requirements are subject to change,
and may be raised in the future by swaps dealers or regulators. High margin
requirements could prevent the Fund, or the Subsidiary, from obtaining
sufficient exposure to the Underlying Crypto Asset-based swaps and may adversely
affect its ability to achieve its investment objective. Further, swap
counterparties utilized by the Fund or Subsidiary may impose limits on the
amount of exposure to swaps contracts the Fund or Subsidiary can obtain through
such counterparty. If the Fund or Subsidiary cannot obtain sufficient exposure
to the Underlying Crypto Asset-based swaps, the Fund may not be able to achieve
its investment objective.
◦Options
Risk. The
buyer of an option acquires the right, but not the obligation, to buy (a call
option) or sell (a put option) a certain quantity of a security (the underlying
security) or instrument, including a futures contract or swap, at a certain
price up to a specified point in time. The seller or writer of an option is
obligated to sell (a call option) or buy (a put option) the underlying
instrument. When the Fund sells an option, it gains the amount of the premium it
receives, but also incurs a liability representing the value of the option it
has sold until the option is either exercised and finishes “in the money,”
meaning it has value and can be sold, or the option expires worthless, or the
expiration of the option is “rolled,” or extended forward. The value of the
options in which the Fund invests is based partly on the volatility used by
market participants to price such options (i.e.,
implied volatility). Accordingly, increases in the implied volatility of such
options will cause the value of such options to increase (even if the prices of
the options’ underlying assets do not change), which will result in a
corresponding increase in the liabilities of the Fund under such options and
thus decrease the Fund’s NAV.
Options
are often used to manage or hedge risk because they enable an investor to buy or
sell an asset in the future at an agreed-upon price. Options used by the Fund to
reduce volatility may not perform as intended and may not fully protect the Fund
against declines in the value of its portfolio investments. Options also are
used for other reasons, such as to manage exposure to changes in interest rates
and bond prices; as an efficient means of adjusting overall exposure to certain
markets; in an effort to enhance income; to protect the value of portfolio
securities or other instruments; and to adjust portfolio duration.
Options
are subject to correlation risk. The writing and purchasing of options are
highly specialized activities as the successful use of options depends on the
Sub-Adviser’s ability to correctly predict future price fluctuations and the
degree of correlation between the markets for options and the underlying
instruments. Exchanges can limit the number of positions that can be held or
controlled by the Fund or the Adviser and Sub-Adviser, thus limiting the ability
to implement the Fund’s strategies. Options also are particularly subject to
leverage risk and can be subject to liquidity risk. Because option premiums paid
or received by the Fund are small in relation to the market value of the
investments underlying the options, the Fund is exposed to the risk that buying
and selling put and call options can be more speculative than investing directly
in securities.
Purchasing put options may result in the Fund’s loss of premiums paid
in the event that the put options expire unexercised. To the extent that the
Fund reduces its put option holdings relative to the number of call options sold
by the Fund, the Fund’s ability to mitigate losses in the event of a market
decline will be reduced.
◦Foreign
Exchange-Traded Options. Participation in foreign options
transactions involves the execution and clearing of trades on, or subject to the
rules of, a foreign board of trade. Neither the National Futures Association nor
any domestic exchange regulates activities of any foreign boards of trade,
including the execution, delivery, and clearing of transactions, or has the
power to compel enforcement of the rules of a foreign board of trade or any
applicable foreign law. This is true even if the exchange is formally linked to
a domestic market so that a position taken on the market may be liquidated by a
transaction on another market. Moreover, such laws or regulations will vary
depending on the foreign country in which the foreign options transaction
occurs. For these reasons, when the Fund trades foreign options contracts, it
may not be afforded certain of the protective measures provided by the Commodity
Exchange Act, the CFTC’s regulations, and the rules of the National Futures
Association and any domestic exchange, including the right to use reparations
proceedings before the CFTC and arbitration proceedings provided by the National
Futures Association or any domestic futures exchange. In particular, proceeds
derived from foreign options transactions may not be provided the same
protections as proceeds derived from transactions on U.S. exchanges. In
addition, the price of any foreign options contract and, therefore, the
potential profit and loss thereon, may be affected by any variance in the
foreign exchange rate between the time the Fund’s orders are placed and the time
they are liquidated, offset, or exercised.
•Early
Close/Trading Halt Risk.
An exchange or market may close or issue trading halts on specific investments,
or the ability to buy or sell certain securities or financial instruments may be
restricted, which may result in the Fund being unable to buy or sell
certain securities or financial instruments. In such circumstances,
the Fund may be unable to rebalance its portfolio, may be unable to accurately
price its investments, and/or may incur substantial trading
losses.
•ETF
Risks.
The Fund is an ETF and may invest in other ETFs. As a result, it is exposed to
the following risks:
◦Authorized
Participants, Market Makers, and Liquidity Providers Concentration
Risk. The Fund has a limited number of financial institutions that
may act as APs. In addition, there may be a limited number of market makers
and/or liquidity providers in the marketplace. Shares may trade at a material
discount to NAV and possibly face delisting if either: (i) APs exit the
business or otherwise become unable to process creation and/or redemption orders
and no other APs step forward to perform these services, or (ii) market
makers and/or liquidity providers exit the business or significantly reduce
their business activities and no other entities step forward to perform their
functions.
◦Costs
of Buying or Selling Shares Risk. Due to the costs of buying or selling Shares, including brokerage
commissions imposed by brokers and bid/ask spreads, frequent trading of Shares
may significantly reduce investment results and an investment in Shares may not
be advisable for investors who anticipate regularly making small
investments.
◦Shares
May Trade at Prices Other Than NAV Risk. As with all ETFs, Shares may be bought and sold in the secondary
market at market prices. Although it is expected that the market price of Shares
will approximate the Fund’s NAV, there may be times when the market price of
Shares is more than the NAV intra-day (premium) or less than the NAV intra-day
(discount) due to supply and demand of Shares or during periods of market
volatility. This risk is heightened in times of market volatility, periods of
steep market declines, and periods when there is limited trading activity for
Shares in the secondary market, in which case such premiums or discounts may be
significant.
◦Trading
Risk. Although Shares are listed for trading on
the NYSE Arca, Inc. (the “Exchange”) and may be traded on U.S. exchanges other
than the Exchange, there can be no assurance that Shares will trade with any
volume, or at all, on any stock exchange. In stressed market conditions, the
liquidity of Shares may begin to mirror the liquidity of the Fund’s underlying
portfolio holdings, which can be significantly less liquid than the
Shares.
•ETP
Risk.
The Fund may invest in ETPs or use them as reference assets for derivative
instruments such as swaps. ETP shares trade like exchange-traded funds on a
securities exchange. The price of an ETP is derived from and based upon the
value of its underlying assets or investments. However, shares of ETPs are not
traded at net asset value, but may trade at prices above or below the value of
their underlying portfolios. The level of risk involved in the purchase or sale
of ETP is similar to the risk involved in the purchase or sale of an exchange
traded fund, except that the pricing mechanism for ETP is based on a basket of
the ETP’s investments and cash. Thus, the risks of owning an ETP generally
reflects the risks of owning the underlying investment and cash that the ETP
holds. Certain ETPs have a limited history of operations. Because certain ETPs
are relatively new products, their shares may have a lack of liquidity, which
could result in the market price of the ETP shares being more volatile than the
underlying portfolio of investments and cash. Disruptions in the markets for
Underlying Crypto Assets could result in losses on investment in ETPs. In
addition, an actual trading market may not develop for ETP shares and the
listing exchange may halt trading of ETP’s shares. ETPs may be subject to
management fees and other fees that may increase their costs versus the costs of
owning the underlying investments directly. The Fund will indirectly bear its
proportionate share of management fees and other expenses that are charged by an
ETP in addition to the management fees and other expenses paid by the Fund. The
Fund will pay brokerage commissions in connection with the purchase and sale of
shares of ETPs.
If
the process of creation and redemption of baskets for the ETPs encounters any
unanticipated difficulties, the possibility for arbitrage transactions by
authorized participants intended to keep the price of the shares closely linked
to the price of the Underlying Crypto Asset(s) may not exist and, as a result,
the price of the shares may fall or otherwise diverge from net asset value. The
liquidity of the shares may also be affected by the withdrawal from
participation of authorized participants. Security threats to the ETP account at
the custodian could result in the halting of the ETP’s operations and a loss of
the ETP’s assets or damage to the reputation of the ETP, each of which could
result in a reduction in the value of the Fund’s Shares. The price used to
calculate the value of the ETP’s Underlying Crypto Asset(s) may be volatile,
adversely affecting the value of the Shares. If the ETP’s custodian agreement is
terminated or its custodian fails to provide services as required, the ETP may
need to find and appoint a replacement custodian, which could pose a challenge
to the safekeeping of the ETP’s Underlying Crypto Asset(s), and the ETP’s
ability to continue to operate may be adversely affected. Loss of a critical
banking relationship for, or the failure of a bank used by, the ETP’s prime
execution agent could adversely impact the ETP’s ability to create or redeem
baskets, or could cause losses to the ETPs. An ETP may suspend the issuance of
shares at any time which will impact the price of shares of an ETP, resulting in
significant difference (premium/discount) between the ETP’s market price and its
net asset value. Additionally, the Fund may be unable to transact in the shares
of the ETP at an acceptable price and therefore the Fund may be unable to
achieve its investment objective.
◦Staking
Risk.
When an ETP in which the Fund invests stakes an Underlying Crypto Asset, the
Underlying Crypto Asset is subject to the risks attendant to staking generally,
such as illiquidity, reliance on third-party service providers, slashing, missed
rewards, and validator problems and errors. Staking requires that the ETP lock
up the staked Underlying Crypto Asset, meaning that the ETP cannot sell or
transfer the staked Underlying Crypto Asset. The ETP is subject to the market
price volatility of the Underlying Crypto Asset, and it may miss opportunities
to sell the staked Underlying Crypto Asset
during opportune times. Staking an
Underlying Crypto Asset may involve the risk of slashing and concentration risk.
Slashing is a penalty imposed on network validators for actions that threaten
the blockchain’s integrity and can potentially lead to a significant loss of
staked principal. Concentration risks associated with staking include staking
activities occurring through a concentrated group of software providers and
cloud infrastructure providers that offer staking services to the ETP. Staked
Underlying Crypto Assets are also subject to security breaches, network downtime
or attacks, smart contract vulnerabilities, and validator or custodian failure
or compromise, which can result in a complete loss of the staked Underlying
Crypto Assets or a loss of any rewards. The loss of the staked Underlying Crypto
Asset (either in whole or partially) during the staking period will have a
material adverse effect on the ETP.
•Foreign
Securities Risk.
The ETPs in which the Fund may invest (or use as a reference asset) may be
domiciled in foreign countries and listed on foreign exchanges. ETPs domiciled
in Europe may be less liquid than U.S. ETPs and their trading activity may be
fractured as a result of listing on multiple exchanges. A European ETP may also
trade in multiple currencies. Changes in currency exchange rates affect the
value of investments denominated in a foreign currency, and therefore the value
of such investments in the Fund’s portfolio. The Fund’s net asset value could
decline if a currency to which the Fund has exposure depreciates against the
U.S. dollar or if there are delays or limits on repatriation of such currency.
Currency exchange rates can be very volatile and can change quickly and
unpredictably. As a result, the value of an investment in the Fund may change
quickly and without warning.
Investments in non-U.S. securities involve certain risks that may not
be present with investments in U.S. securities. These include risks of adverse
changes in foreign economic, political, regulatory and other conditions, or
changes in currency exchange rates or exchange control regulations (including
limitations on currency movements and exchanges). The securities of some foreign
companies may be less liquid and, at times, more volatile than securities of
comparable U.S. companies. There may be less information publicly available
about a non-U.S. issuer than a U.S. issuer. Non-U.S. issuers may be subject to
different accounting, auditing, financial reporting and investor protection
standards than U.S. issuers. Investments in non-U.S. securities also may be
subject to withholding or other taxes and may be subject to additional trading,
settlement, custodial, and operational risks. With respect to certain countries,
there is the possibility of government intervention and expropriation or
nationalization of assets. Because legal systems differ, there also is the
possibility that it will be difficult to obtain or enforce legal judgments in
certain countries. Since foreign exchanges may be open on days when the Fund
does not price its shares, the value of the securities in the Fund’s portfolio
may change on days when shareholders will not be able to purchase or sell the
Fund’s shares. Conversely, Shares may trade on days when foreign exchanges are
closed. Each of these factors can make investments in the Fund more volatile and
potentially less liquid than other types of investments.
•High
Portfolio Turnover Risk. The Fund may frequently buy and sell investments. Higher portfolio
turnover may result in the Fund paying higher levels of transaction costs and
generating greater tax liabilities for shareholders. Portfolio turnover risk may
cause the Fund’s performance to be less than you expect.
•Index
Provider Risk. There is no assurance that the Index Provider, or any agents that act
on its behalf, will compile the Index accurately, or that the Index will be
determined, maintained, constructed, reconstituted, rebalanced, composed,
calculated or disseminated accurately. The Index Provider and its agents do not
provide any representation or warranty in relation to the quality, accuracy or
completeness of data in the Index, and do not guarantee that the Index will be
calculated in accordance with its stated methodology. The Adviser and
Sub-Adviser rely upon the Index provider and its agents to accurately compile,
maintain, construct, reconstitute, rebalance, compose, calculate and disseminate
the Index accurately. Losses or costs associated with any Index Provider or
agent errors generally will be borne by the Fund and its shareholders. To
correct any such error, the Index Provider or its agents may carry out an
unscheduled rebalance of the Index or other modification of Index constituents
or weightings. Unscheduled rebalances also expose the Fund to additional
tracking error risk.
•Limited
Operating History Risk.
The Fund is a recently organized investment company with a limited operating
history. As a result, prospective investors have a limited track record or
history on which to base their investment decision.
•Liquidity
Risk. Liquidity risk exists when particular investments are difficult to
purchase or sell. This can reduce the Fund's returns because the Fund may be
unable to transact at advantageous times or prices.
•Market
Risk. The
trading prices of securities and other instruments fluctuate in response to a
variety of factors. These factors include events impacting the entire market or
specific market segments, such as political, market and economic developments,
as well as events that impact specific issuers. The Fund’s NAV and market price,
like security and commodity prices generally, may fluctuate significantly in
response to these and other factors. As a result, an investor could lose money
over short or long periods of time. In addition, government actions or
interventions (including, but not limited, to the threat or imposition of
tariffs, trade restrictions, currency restrictions or similar actions) as well
as developments related to economic, political (including geopolitical), social,
public health, market, extreme weather, natural or man-made disasters, or other
conditions or events have in the past and may in the future result in volatility
in financial markets and reduced liquidity in equity, credit, and/or debt
markets, which could adversely impact the Fund and its investments and their
value and performance. These developments as well as other events could result
in further market volatility and negatively affect financial asset prices, the
liquidity of certain securities and the normal operations of securities
exchanges and other markets.
•Non-Diversification
Risk. Because the Fund is “non-diversified,” it may invest a greater
percentage of its assets in the securities of a single issuer or a lesser number
of issuers than if it was a diversified fund. As a result, the Fund may be more
exposed to the risks associated with and developments affecting an individual
issuer or a lesser number of issuers than a fund that invests more widely. This
may increase the Fund’s volatility and cause the performance of a relatively
small number of issuers to have a greater impact on the Fund’s
performance.
•Passive
Investment Risk. The Fund is not actively managed, and the Adviser or Sub-Adviser
would not sell investments due to current or projected underperformance of an
Underlying Crypto Asset, unless that Underlying Crypto Asset is removed from the
Index or the selling of investments providing exposure to the Underlying Crypto
Asset is otherwise required upon a rebalancing or reconstitution of the Index in
accordance with the Index methodology. Unlike with an actively managed fund, the
Sub-Adviser does not use techniques or defensive strategies designed to lessen
the effects of market volatility or to reduce the impact of periods of market
decline. This means that, based on market and economic conditions, the Fund’s
performance could be lower, or more volatile than other types of funds that may
actively shift their portfolio assets to take advantage of market opportunities
or to lessen the impact of a market decline.
•Reverse
Repurchase Agreements Risk. A
reverse repurchase agreement is the sale by the Fund of a debt obligation to a
party for a specified price, with the simultaneous agreement by the Fund to
repurchase that debt obligation from that party on a future date at an agreed
upon price. Similar to borrowing, reverse repurchase agreements provide the Fund
with cash for investment purposes, which creates leverage and subjects the Fund
to the risks of leverage. Reverse repurchase agreements also involve the risk
that the other party may fail to return the securities in a timely manner or at
all. The Fund could lose money if it is unable to recover the securities and the
value of collateral held by the Fund, including the value of the investments
made with cash collateral, is less than the value of securities. Furthermore,
reverse repurchase agreements cost the Fund interest expenses. The Fund may
enter into reverse repurchase agreements with a limited number of
counterparties, which may further expose the Fund to the risk that a
counterparty may be unwilling or unable to sell back the investment contemplated
by such arrangement or otherwise to meet its contractual
obligations.
•Subsidiary
Investment Risk. By investing in the Subsidiary, the Fund is indirectly exposed to the
risks associated with the Subsidiary’s investments. The derivatives and other
investments held by the Subsidiary are generally similar to those that are
permitted to be held by the Fund and are subject to the same risks that apply to
similar investments if held directly by the Fund. The Subsidiary is not
registered under the 1940 Act, and, unless otherwise noted in this Prospectus,
is not subject to all the investor protections of the 1940 Act. Changes in the
laws of the United States and/or the Cayman Islands could result in the
inability of the Fund and/or the Subsidiary to continue to operate as it does
currently and could adversely affect the Fund. For example, the Cayman Islands
does not currently impose any income, corporate or capital gains tax or
withholding tax on the Subsidiary. If Cayman Islands law changes such that the
Subsidiary must pay Cayman Islands taxes, Fund shareholders would likely suffer
decreased investment returns.
•Tax
Risk. The
Fund may gain most of its exposure to the Underlying Crypto Assets through its
investment in the Subsidiary, which may invest directly in derivative
instruments, including swaps, futures contracts and options. In order for the
Fund to qualify as a RIC under Subchapter M of the Code, the Fund must, among
other requirements, derive at least 90% of its gross income for each taxable
year from sources generating “qualifying income” for purposes of the “qualifying
income test,” which is described in more detail in the section titled “Federal
Income Taxes” in the SAI. The Fund’s investment in the Subsidiary is expected to
provide the Fund with exposure to certain derivatives instruments within the
limitations of the federal tax requirements of Subchapter M of the Code for
qualification as a RIC. The “Subpart F” income (defined in Section 951 of the
Code to include passive income) of the Fund attributable to its investment in
the Subsidiary is “qualifying income” to the Fund to the extent that such income
is derived with respect to the Fund’s business of investing in stock, securities
or currencies. The Fund expects its “Subpart F” income attributable to its
investment in the Subsidiary to be derived with respect to the Fund’s business
of investing in stock, securities or currencies and accordingly expects its
“Subpart F” income attributable to its investment in the Subsidiary to be
treated as “qualifying income.” The Fund generally will be required to include
in its own taxable income the “Subpart F” income of the Subsidiary for a tax
year, regardless of whether the Fund receives a distribution of the Subsidiary’s
income in that tax year, and this income would nevertheless be subject to the
distribution requirement for qualification as a RIC and would be taken into
account for purposes of the 4% excise tax. The Adviser will carefully monitor
the Fund’s investments in the Subsidiary to ensure that no more than 25% of the
Fund’s assets are invested in the Subsidiary to comply with the Asset
Diversification Test
as
described in more detail in the SAI.
If the Fund did not qualify as a RIC for any taxable year and certain
relief provisions were not available, the Fund’s taxable income would be subject
to tax at the Fund level and to a further tax at the shareholder level when such
income is distributed. In such event, in order to re-qualify for taxation as a
RIC, the Fund might be required to recognize unrealized gains, pay substantial
taxes and interest and make certain distributions. This would cause investors to
incur higher tax liabilities than they otherwise would have incurred and would
have a negative impact on Fund returns. In such event, the Board may determine
to reorganize or close the Fund or materially change the Fund’s investment
objective and strategies. In the event that the Fund fails to qualify as a RIC,
the Fund will promptly notify shareholders of the implications of that
failure.
•Tracking
Error Risk. As with all index funds, the performance of the Fund and its Index
may differ from each other for a variety of reasons. For example, the Fund
incurs operating expenses and portfolio transaction costs not incurred by the
Index. In addition, the Fund may not be fully invested in the securities of the
Index at all times or may hold securities not included in the
Index.
•Valuation
Risk.
The Fund or the Subsidiary may hold securities or other assets that may be
valued on the basis of factors other than readily available market quotations.
This may occur because the asset or security does not trade on a centralized
exchange, or in times of market turmoil or reduced liquidity. There are multiple
methods that can be used to value a portfolio holding when market quotations are
not readily available. The value established for any portfolio holding at a
point in time might differ from what would be produced using a different
methodology or if it had been priced using market quotations. Portfolio holdings
that are valued using techniques other than market quotations, including “fair
valued” assets or securities, may be subject to greater fluctuation in their
valuations from one day to the next than if market quotations were used. In
addition, there is no assurance that the Fund or the Subsidiary could sell or
close out a portfolio position for the value established for it at any time, and
it is possible that the Fund or the Subsidiary would incur a loss because a
portfolio position is sold or closed out at a discount to the valuation
established by the Fund or the Subsidiary at that time. The Adviser’s and
Sub-Adviser’s ability to value investments may be impacted by technological
issues or errors by pricing services or other third-party service
providers.
•Volatility
Risk. The value of certain of the Fund’s investments, including
derivatives and crypto-related investments, is subject to market risk. Market
risk is the risk that the value of the investments to which the Fund is exposed
will fall, which could occur due to general market or economic conditions or
other factors.
•Whipsaw
Markets Risk. The Fund may be subject to the forces of “whipsaw” markets (as
opposed to choppy or stable markets), in which significant price movements
develop but then repeatedly reverse. “Whipsaw” describes a situation where a
security’s price is moving in one direction but then quickly pivots to move in
the opposite direction. Such market conditions could cause substantial losses to
the Fund.
Performance
Performance
information for the Fund is not included because the Fund did not have a full
calendar year of performance prior to the date of this
Prospectus. In the future, performance information for the Fund
will be presented in this section. Updated performance information is available
on the Fund’s website at www.21shares.com.
Management
|
|
|
|
|
| |
| Investment
Adviser: |
Teucrium
Investment Advisors, LLC |
| Investment
Sub-Adviser: |
21Shares
US LLC |
|
Portfolio
Managers: |
Springer
Harris, Joran Haugens and Chris Small, each Portfolio Managers of the
Adviser, have been portfolio managers of the Fund since its inception in
November 2025. Andres Valencia, Executive Vice President of Investment
Management at the Sub-Adviser, and Jad Haj Ali, Director and Portfolio
Manager at the Sub-Adviser, are jointly and primarily responsible for the
day-to-day management of the Fund. Mr. Valencia and Mr. Ali have each
served as a Portfolio Manager of the Fund since its inception in November
2025. |
Purchase
and Sale of Shares
The
Fund issues and redeems Shares at NAV only in large blocks known as “Creation
Units,” which only APs (typically, broker-dealers) may purchase or redeem. The
Fund generally issues and redeems Creation Units in exchange for a portfolio of
securities and/or a designated amount of U.S. cash.
Shares
are listed on the Exchange, and individual Shares may only be bought and sold in
the secondary market through a broker or dealer at market prices, rather than
NAV. Because Shares trade at market prices rather than NAV, Shares may trade at
a price greater than NAV (premium) or less than NAV (discount).
An
investor may incur costs attributable to the difference between the highest
price a buyer is willing to pay to purchase Shares (the “bid” price) and the
lowest price a seller is willing to accept for Shares (the “ask” price) when
buying or selling Shares in the secondary market. The difference in the bid and
ask prices is referred to as the “bid-ask spread.”
Recent
information regarding the Fund’s NAV, market price, how often Shares traded on
the Exchange at a premium or discount, and bid-ask spreads can be found on the
Fund’s website at www.21shares.com.
Tax
Information
The
Fund’s distributions are generally taxable as ordinary income, qualified
dividend income, or capital gains (or a combination), unless your investment is
held in an individual retirement account (“IRA”) or other tax-advantaged
account. Distributions on investments made through tax-deferred arrangements may
be taxed later upon withdrawal of assets from those accounts.
Financial
Intermediary Compensation
If
you purchase Shares through a broker-dealer or other financial intermediary
(such as a bank) (an “Intermediary”), the Adviser or its affiliates may pay
Intermediaries for certain activities related to the Fund, including
participation in activities that are designed to make Intermediaries more
knowledgeable about exchange-traded products, including the Fund, or for other
activities, such as marketing, educational training or other initiatives related
to the sale or promotion of Shares. These payments may create a conflict of
interest by influencing the Intermediary and your salesperson to recommend the
Fund over another investment. Any such arrangements do not result in increased
Fund expenses. Ask your salesperson or visit the Intermediary’s website for more
information.
ADDITIONAL
INFORMATION ABOUT THE FUNDS
Investment
Objectives
Each
Fund’s investment objective may be changed by the Board of Trustees (the
“Board”) of Listed Funds Trust (the “Trust”) without shareholder
approval.
The
Funds are designed to seek daily investment results, before fees and expenses,
that correspond to their respective Index.
Principal
Investment Strategies
Each
Fund seeks to achieve its investment objective by investing, under normal
circumstances, at least 80% of its net assets, (plus any borrowings for
investment purposes) in investments that provide exposure to Underlying Crypto
Assets or have economic characteristics that are substantially similar to
Underlying Crypto Assets. A Fund may change this 80% investment policy without
shareholder approval upon 60 days’ notice to shareholders.
The
Adviser and Sub-Adviser(s) anticipate that, generally, each Fund will gain
exposure to the constituents that comprise its Index in proportion to their
weightings in such Index. Under various circumstances, it may not be possible or
practicable to gain exposure to all of the index constituents in the weightings
corresponding to the weightings in the Index. In these circumstances, a Fund or
Subsidiary may purchase a sample of securities and/or instruments that provide
exposure to the Index. There also may be instances in which the Adviser or
Sub-Adviser may choose to underweight or overweight a constituent in a Fund’s
Index, purchase securities or instruments that do not provide exposure to the
Fund’s Index that the Adviser or Sub-Adviser believes are appropriate to
substitute for certain securities or utilize various combinations of other
available investment techniques in seeking to replicate as closely as possible,
before fees and expenses, the price and yield performance of the Fund’s Index.
As a result, the price performance of a Fund’s portfolio may deviate from the
returns of its Index. Each Fund or Subsidiary may sell securities that provide
exposure to its Index in anticipation of their removal from its Index or
purchase securities that provide exposure to constituents not represented in its
Index in anticipation of their addition to such Index. Each Fund may also, in
order to comply with the tax diversification requirements of the Code,
temporarily invest in securities not included in its Index that are expected to
be highly correlated with the securities included in its Index.
Each
Fund may invest in Underlying Crypto Asset-related investments the reference
asset for which is sponsored or managed by an entity related to the Adviser or
Sub-Adviser. The Fund’s valuation of such investments may be based on or take
into account the price or value of the reference asset, which may be calculated
or otherwise determined by the related entity. The valuation of any such
investment will comply with the requirements of the 1940 Act and the Adviser’s
valuation procedures as approved by the Board.
Additional
Information About Crypto Assets
Crypto
assets are bearer assets whose ownership is secured by cryptographic protocols
and incentives that operate on a network of computers utilizing blockchains, as
defined below. Digital assets are intended to allow for storage and transfer
without the need for a trusted intermediary. Well-known blockchains that have
their own native digital assets include Bitcoin and Ethereum.
Digital
assets are traded on trading venues around the world, as well as on
over-the-counter and peer-to-peer markets. Digital assets can be converted to
fiat currencies or into other digital assets at rates determined by supply and
demand on these markets. Derivative investment products, including futures,
options, and swaps contracts, are also available that allow investors to build
sophisticated investment and trading strategies focused around the most
prominent digital assets.
The
number and diversity of market participants and companies operating in the
digital asset space has also increased dramatically over the past several years.
Currently, there are a wide range of companies providing services related to
digital assets to retail and institutional investors. These include companies
that provide trading venues, custody solutions for institutional and retail
investors, investment funds, payment services, trading services, lending and
collateral management, and prime brokerage.
The
ownership of digital assets is recorded in a digital ledger or database (a
“blockchain”). Blockchains differ from traditional databases in that they are
designed not to be controlled by any single party, but rather, to be maintained
by a distributed network of computers, each of which maintains and updates its
own copy of the ledger. Each participant in this network is incentivized to
process transactions according to a set of predetermined rules and to keep its
ledger consistent with the rest of the network over time.
The
exact method with which each blockchain network processes and records
transactions can, and usually does, vary from blockchain to blockchain. There
are myriad architectural decisions participants either implicitly or explicitly
agree to when they join a certain network, which includes the level of
decentralization, privacy, throughput, and other features a network can provide.
These decisions usually involve trade-offs, and therefore, each blockchain
network is typically optimized for specific capabilities, limitations, and
target use cases. As a nascent and fast-changing area, the digital asset market
carries significant risks and uncertainty.
Designing
a blockchain network is similar to designing a digital economy, and the design
of incentive systems that govern the relationship between different groups of
stakeholders is sometimes referred to as crypto economics or token economics.
The
following section provides an overview of the different groups of market
participants which are present in most blockchain networks and constitute much
of the crypto economic system.
1.Stakeholders:
Stakeholders
help process transactions and ensure that the distributed ledgers that make up a
blockchain network stay consistent with one another. They fall under two
categories: miners, for proof of work (“PoW”) blockchains, and validators, for
proof of stake (“PoS”) blockchains.
Stakeholders
are typically compensated for providing this service in large part by
algorithmic grants of the digital asset associated with the blockchain network
they are helping to secure, although they may be compensated with transaction
fees or by other means as well.
There
are multiple schemes under which stakeholders can operate to provide this
service and receive this payment, but the two most important are PoW and PoS.
•PoW
is the first and most established scheme and involves computers solving
cryptographic puzzles that require a substantial amount of energy as a way of
securing the network and processing transactions. The more computing power a
miner dedicates to solving this puzzle, the more likely it will be the first to
solve the problem and collect the rewards of newly minted digital assets and
transaction fees. By piling up computing power over time, transactions become
increasingly hard to reverse and eventually can be considered “settled.” PoW is
the scheme used by bitcoin, as well as many other assets. One criticism of PoW
systems is the high amount of energy they consume, which may have negative
downstream environmental consequences, among other issues.
•PoS
is a newer scheme that tries to avoid the heavy energy consumption that PoW
systems typically require. PoS systems require validators to lock up and put at
risk (aka, “stake”) a certain amount of the digital asset associated with a
given blockchain in order to process transactions. These staked assets are lost
if a validator processes a transaction in a way that is fraudulent or violates
the rules of the underlying blockchain. PoS is utilized by blockchains such as
Ethereum, Avalanche, Cardano and Solana. Concerns with PoS systems include the
risk of lower security assurances and the potential for centralization of the
network.
2.Users:
Users are the stakeholders that hold or transfer digital assets, either by
participating directly in the network or by delegating this work to third-party
service providers. Users will typically buy and sell digital assets for fiat
currencies through dedicated trading venues. In recent years, a robust ecosystem
of trading systems has emerged that cater to these investors.
Once
in possession of a digital asset, the interaction between users and the rest of
the network can fall between two ends of a spectrum:
•On
one end, users can opt to be completely sovereign over their asset holdings and
transactions. Such a user would typically host a local copy of the entire ledger
of transactions and validate every single transaction that takes place in the
network by running the protocol software in their own machines. They would also
own the private keys that guarantee ownership of their digital assets and
embrace the responsibility of keeping them safe. This group tends to be
technically savvy and/or attribute high value to holding digital assets
independently.
•On
the other end, users can opt to delegate their participation in the network to
third-party companies that provide specialized services. Examples of such users
include individuals or institutions that delegate the responsibility of keeping
their private keys safe to custodians or merchants that use payment processing
companies to allow clients to make payments in digital assets. This group tends
to use third-party services either due to prioritization of convenience or due
to external requirements (regulations, for example).
3.Developers:
Developers are network contributors that build the protocols and software that
both users and stakeholders (i.e. miners and validators) need to run to
participate in the network. Developers are also generally split between two
categories depending on the type of software they work in.
•Protocol
developers are involved directly in building the core software that defines how
a network works. Most projects adopt the free and open-source software (“FOSS”)
paradigm, which means that the software is free and openly shared so people can
voluntarily contribute to its maintenance and improvement. Protocol developers
can exert power over the network as they ultimately define which rules it will
abide by. That is why having a high number of developers (i.e.
decentralization) is important. Additionally, as the software is open-source,
users can opt to run any version of the software they see fit. This keeps the
developers’ power over the network in check. Protocol developers are usually
highly specialized experts with deep knowledge not only of software development
but also in cryptography, computer networking, or other subfields of computer
science.
•Application
developers use the software built by protocol developers to build applications
that will ultimately reach end-users. Such projects might or might not be
open-source software. Examples of such projects would include digital wallets,
which are designed to allow users to hold digital assets without the complexity
of interacting with the underlying protocol.
Additional
Information about ETPs
The
Fund may invest directly in ETPs or invest in swaps or options that reference an
ETP. The ETPs in which the Fund may invest (or which may be used as a reference
asset) are exchange-traded products that provide exposure to, replicate the
performance of, or have
trading
and/or price performance characteristics similar to one or more Underlying
Crypto Assets. The ETPs in which the Fund may invest include ETPs listed on a
European exchange, or U.S. ETPs.
U.S.
ETPs are funds registered under the Securities Act of 1933, as amended and
listed on a U.S. national securities exchange, but not registered under the 1940
Act. They derive their value from a basket of spot crypto assets, and trade
intra-day on a national securities exchange. Each non-U.S. ETPs issues debt
instruments that are collateralized by the respective amount of units of one or
more crypto assets. The issuer of the non-U.S. ETP shall at any given time
procure in relation to issued debt instruments that it holds such amount of the
applicable crypto assets equal to or exceeding the aggregate claims of the
bondholders, expressed as a number of units of the crypto asset. The value and
performance of the debt instruments materially depends on the value and
performance of issuer’s holdings of the crypto assets. Based on the non-U.S.
ETPs’ payment and delivery obligations to bondholders, the debt instruments are
expected (subject to the deduction of any fees and costs) to closely track the
performance of an ETP’s crypto assets.
An
investor cannot purchase the securities (shares or debt instruments, as the case
may be) issued by ETPs directly from the issuer in the primary market.
Initially, in the primary market, the securities may only be subscribed for or
purchased by authorized participants. Once the securities issued by ETPs have
been subscribed for or purchased in the primary market, investors may purchase
the securities in the secondary market from any person on an anonymous basis (i)
via the relevant stock exchange (in case of debt instruments admitted to trading
on a stock exchange) or (ii) over the counter.
Each
Fund may invest in ETPs, ETFs or other products managed by, sponsored by, or
otherwise associated with a Sub-Adviser. Other ETPs or ETFs in which a Fund may
invest can be expected to incur fees and expenses for operations, such as
management and administration fees, which would be in addition to those incurred
by the Fund, and which, with respect to ETPs or ETFs managed or sponsored by the
Sub-Adviser, will be received in full or in part by the Sub-Adviser. Therefore,
when choosing among potential ETPs or ETFs, the Sub-Adviser faces a conflict of
interest because it will receive additional fees when a Fund invests in ETPs or
ETFs that the Sub-Adviser manages or sponsors.
Additional
Information About Swaps
Most
swaps entered into by the Fund provide for the calculation and settlement of the
obligations of the parties to the agreement on a “net basis” with a single
payment. Consequently, the Fund’s current obligations (or rights) under a swap
will generally be equal only to the net amount to be paid or received under the
agreement based on the relative values of the positions held by each party to
the agreement (the “net amount”). Other swaps may require initial premium
(discount) payments as well as periodic payments (receipts) related to the
interest leg of the swap or to the return on the reference entity. The Fund’s
current obligations under the types of swaps that the Fund expects to enter into
(e.g.,
total return swaps) will be accrued daily (offset against any amounts owed to
the Fund by the counterparty to the swap) and any accrued but unpaid net amounts
owed to a swap counterparty will be collateralized by the Fund posting
collateral to a tri-party account between the Fund’s custodian, the Fund, and
the counterparty. However, typically no payments will be made until the
settlement date.
Swap
agreements do not involve the delivery of securities or other underlying assets.
Accordingly, if a swap is entered into on a net basis and if the counterparty to
a swap agreement defaults, the Fund’s risk of loss consists of the net amount of
payments that the Fund is contractually entitled to receive, if
any.
Additional
Information About Futures Contracts
Futures
contracts are agreements between two parties that are executed on a DCM,
i.e.,
a commodity futures exchange, and that are cleared and margined through a
derivatives clearing organization (“DCO”), i.e.,
a clearing house. One party agrees to buy a commodity from the other party at a
later date at a price and quantity agreed upon when the contract is made. Such
contracts may also be referred to as “non-spot” futures contracts to
differentiate from spot contracts, in which the purchase of the commodity occurs
immediately. In market terminology, a party who purchases a futures contract is
long in the market and a party who sells a futures contract is short in the
market. The contractual obligations of a buyer or seller may generally be
satisfied by taking or making physical delivery of the underlying commodity or
by making an offsetting sale or purchase of an identical futures contract on the
same or linked exchange before the designated date of delivery. The difference
between the price at which the futures contract is purchased or sold and the
price paid for the offsetting sale or purchase, after allowance for brokerage
commissions, constitutes the profit or loss to the trader.
Futures
contracts with a longer term to expiration may be priced higher than futures
contracts with a shorter term to expiration, a relationship called “contango”.
When rolling futures contracts that are in contango the Fund will close its long
position by selling the shorter term contract at a relatively lower price and
buying a longer-dated contract at a relatively higher price. The presence of
contango will adversely affect the performance of the Fund, and could result in
a negative yield for the Fund. Conversely, futures contracts with a longer term
to expiration may be priced lower than futures contracts with a shorter term to
expiration, a relationship called “backwardation”. When rolling long futures
contracts that are in backwardation, the Fund will close its long position by
selling the shorter term contract at a relatively higher price and buying a
longer-dated contract at a relatively lower price. The presence of backwardation
may positively affect the performance of the Fund.
Additional
Information About Options
An
option is a contract that gives the purchaser of the option, in return for the
premium paid, the right to buy an underlying reference instrument, such as a
specified security, currency, index, or other instrument, from the writer of the
option (in the case of a call option), or to sell a specified reference
instrument to the writer of the option (in the case of a put option) at a
designated price during the term of the option. The premium paid by the buyer of
an option will reflect, among other things, the relationship of the exercise
price to the market price and the volatility of the underlying reference
instrument, the remaining term of the option, supply, demand, interest rates
and/or currency exchange rates. An American style put or call option may be
exercised at any time during the option period while a European style put or
call option may be exercised only upon expiration or during a fixed period prior
thereto.
Reverse
Repurchase Agreements
Each
Fund may invest in reverse repurchase agreements, which are a form of borrowing
in which a Fund sells portfolio securities to financial institutions and agrees
to repurchase them at a mutually agreed-upon date and price that is higher than
the original sale price, and uses the proceeds for investment
purchases.
When
a Fund seeks to reduce its total assets exposure to the financial instruments
held by its Subsidiary, it may use short-term Treasury bills it owns (or
purchase additional Treasury bills as needed) to transact in reverse repurchase
agreement transactions, which are ostensibly loans to the Fund. Those loans will
increase the gross assets of a Fund, which the Adviser expects will allow the
Fund to meet the Asset Diversification Test. When a Fund enters into a reverse
repurchase agreement, it will either (i) be consistent with Section 18 of the
1940 Act and maintain asset coverage of at least 300% of the value of the
reverse repurchase agreement; or (ii) treat the reverse repurchase agreement
transactions as derivative transactions for purposes of Rule 18f-4 under the
1940 Act (“Rule 18f-4”), including as applicable, the value-at-risk based limit
on leverage risk.
Principal
Investment Risks
The
Underlying Crypto Assets are relatively new investments. The Underlying Crypto
Assets are subject to unique and substantial risks and historically have been
subject to significant price volatility. The value of an investment in a Fund
could decline significantly and without warning, including to $0. You should be
prepared for the possibility of losing your entire investment. You may lose the
entire principal amount of your investment in a single day. The performance of
Underlying Crypto Assets, and, therefore, the performance of the Fund, may
differ significantly from the performance of Underlying Crypto
Assets.
An
investment in a Fund does not represent a complete investment program. An
investment in a Fund is not a bank deposit and it is not insured or guaranteed
by the Federal Deposit Insurance Corporation or any other government agency, the
Adviser, Sub-Adviser or any of their affiliates.
An
investment in a Fund entails risks. A Fund could lose money, or its performance
could trail that of other investment alternatives. The following provides
additional information about each Fund’s principal risks. It is important that
investors closely review and understand these risks before making an investment
in a Fund. Each risk applies to each Fund unless otherwise specified. Each risk
summarized below is considered a “principal risk” of investing in the applicable
Fund, regardless of the order in which it appears.
•Crypto
Asset Risk. Each
Fund’s performance is subject to the risks of the crypto assets industry. The
trading prices of many crypto assets, including the Underlying Crypto Assets,
have experienced extreme volatility and may do so in the future. Extreme
volatility in the future, including declines in the trading prices of the
Underlying Crypto Assets, could have a material adverse effect on the value of a
Fund’s shares and the shares could lose all or substantially all of their value.
The value of the shares is subject to a number of factors relating to the
fundamental investment characteristics of the Underlying Crypto Assets as crypto
assets, including the fact that crypto assets are bearer instruments and loss,
theft, destruction, or compromise of the associated private keys could result in
permanent loss of the asset, and the capabilities and development of blockchain
technologies. Crypto assets represent a new and rapidly evolving industry, and
the value of a Fund’s shares depends on the acceptance of the Underlying Crypto
Assets. Changes in the governance of a crypto asset network may not receive
sufficient support from users and miners, which may negatively affect that
crypto asset network’s ability to grow and respond to challenges. An investor
should be prepared to lose the full principal value of their investment suddenly
and without warning.
A
number of factors may affect the price and market for Underlying Crypto Assets
held by the Funds.
◦Supply
and Demand.
It is believed that speculators and investors who seek to profit from trading
and holding crypto assets currently account for a significant portion of demand
for any crypto asset. Such speculation regarding the potential future
appreciation in the price of Underlying Crypto Assets may artificially inflate
or deflate the price of Underlying Crypto Assets. Market fraud and/or
manipulation and other fraudulent trading practices such as the intentional
dissemination of false or misleading information (e.g.,
false rumors) can, among other things, lead to a disruption of the orderly
functioning of markets and significant market volatility, and cause the value of
crypto asset futures to fluctuate quickly and without warning.
◦Crypto
Asset Competition Risk. As
of November 1, 2025, ether was the second largest digital asset by market
capitalization as tracked by CoinMarketCap.com, and bitcoin and ether comprised
71.8% of the total market capitalization of the crypto asset ecosystem tracked
by CoinMarketCap.com. Alternative crypto assets tracked by CoinMarketCap.com had
a total market
capitalization
of approximately $1.0 trillion as of November 1, 2025. In addition, many
consortiums and financial institutions are also researching and investing
resources into private or permissioned smart contracts platforms rather than
open platforms like the Ethereum Network. Competition from the emergence or
growth of alternative digital assets and smart contracts platforms could have a
negative impact on the demand for, and price of, bitcoin and ether and thereby
adversely affect price of the Underlying Crypto Assets and the value of a Fund’s
shares. In particular, bitcoin has been criticized for its slowness of
transaction processing and finality, variability of transaction fees, and price
volatility. Furthermore, bitcoin has not yet developed robust Layer 2 solutions
to facilitate the use of smart contracts or significantly improve scalability.
So-called
“Layer 2” solutions are protocols built on top of an underlying smart contract
platform blockchain, and intended to provide scalability to the underlying
blockchain by increasing transaction efficiency. For example, Polygon is a smart
contract platform protocol built on top of the Ethereum Blockchain; it is
intended to provide scalability to Ethereum by allowing users to transact on a
variety of blockchains deployed on the Ethereum network. Under this model,
Ethereum functions as the base layer, or “Layer 1” blockchain. The Polygon
protocol offers developers sidechain, roll-ups and other Layer 2 solutions which
can be tailored to an individual developer’s intended use case. Such solutions
are intended to improve upon the transaction speed, cost and efficiency of
transactions on their respective Layer 1. However, Layer 2 solutions have only
been recently developed and may not function as intended. For example, smart
contracts deployed on one Layer 2 solution may not be interoperable with smart
contracts deployed on other Layer 2 solutions. In particular, the advent of
Layer 2 solutions presents the possibility of fracturing liquidity of DeFi dApps
on a smart contract platform’s mainchain by splitting such liquidity among
multiple, non-interoperable Layer 2 solutions, which could limit their use case
or reduce efficiency. Layer 2 solutions also rely, to various degrees, on the
functionality of the underlying Layer 1 blockchain. To the extent that the
Ethereum Network is viewed as an unreliable Layer 1 solution, or that other
networks provide better speed, costs, efficiency and features than the Ethereum
Network, use of the Ethereum Network as a Layer 1 solution may decline with a
corresponding reduction in the demand for, and price of, ether. In addition,
DeFi dApps have been the frequent of numerous hacking and manipulation attempts,
with some such attempts resulting in irreversible losses to their users. There
is also considerable regulatory uncertainty regarding DeFi dApps status and
compliance with a variety of legal regimes, including federal securities law,
anti-money laundering laws, and federal and state money service business laws.
To the extent that DeFi dApps continue to experience hacking events or adverse
regulatory events, the Ethereum Networks value as a Layer 1 solution may decline
with a corresponding reduction in the demand for, and price of,
ether.
◦Adoption
and Use of Crypto Assets. Crypto
assets and crypto-related investments are relatively new investments, and the
continued adoption of the relevant crypto asset will require growth in its usage
as a means of payment or for recordkeeping. Even if growth in crypto asset
adoption continues in the near or medium-term, there is no assurance that crypto
asset usage will continue to grow over the long-term. A contraction in the use
of a crypto asset may result in a lack of liquidity, increased volatility in and
a reduction in the price of the crypto asset.
Many
digital asset networks face significant scaling challenges and are being
upgraded with various features designed to increase the speed of digital asset
transactions and the number of transactions that can be processed in a given
period (known as “throughput”). These attempts to increase the volume of
transactions may not be effective, and such upgrades may fail, resulting in
potentially irreparable damage to a crypto asset’s network and the value of the
relevant crypto asset.
◦Risk
Factors Related to the Regulation of Crypto Assets. Any
final determination by a court that any crypto asset is a “security” may
adversely affect the value of the crypto asset and the value of a Fund’s shares,
and, if the crypto asset is not, or cannot, be registered as a security, result
in a potential exclusion from the Fund.
Depending
on its characteristics, a crypto asset may be considered a “security” under the
federal securities laws. The test for determining whether a particular crypto
asset is a “security” is complex and difficult to apply, and the outcome is
difficult to predict. Public, though non-binding, statements by senior officials
at the SEC have indicated that the SEC did not consider bitcoin or ether to be
securities, and does not currently consider bitcoin to be a security. The SEC
staff has also provided informal assurances via no-action letters to a handful
of promoters that their digital assets are not securities.
On
the other hand, the SEC has brought enforcement actions against the issuers and
promoters of several other crypto assets on the basis that the crypto assets in
question are securities. More recently, the SEC has also brought enforcement
actions against various crypto asset trading platforms for allegedly operating
unregistered securities exchanges on the basis that certain of the crypto assets
traded on their platforms are securities. For example, in June 2023, the SEC
brought a complaint against Coinbase (the “Coinbase Complaint”) alleging
violations of a variety of securities laws. In its complaint, the SEC asserted
that Solana is a security under the federal securities laws. In February 2025,
the SEC dismissed the Coinbase Complaint.
Whether
a crypto asset is a security under the federal securities laws depends on
whether it is included in the lists of instruments making up the definition of
“security” in the Securities Act of 1933, the Securities Exchange Act of 1934
and the 1940 Act. Crypto assets as such do not appear in any of these lists,
although each list includes the terms “investment contract” and “note,” and the
SEC has typically analyzed whether a particular digital asset is a security by
reference to whether it meets the tests developed by the federal courts
interpreting these terms, known as the “Howey” and “Reves” tests,
respectively.
For many crypto assets, whether or not the Howey or Reves tests are met is
difficult to resolve definitively, and substantial legal arguments can often be
made both in favor of and against a particular crypto asset qualifying as a
security under one or both tests. Adding to the complexity, the SEC staff has
indicated that the security status of a particular crypto asset can change over
time as the relevant facts evolve.
As
part of determining whether an Underlying Crypto Asset is a security for
purposes of the federal securities laws, the Trust takes into account a number
of factors, including the various definitions of “security” under the federal
securities laws and federal court decisions interpreting elements of these
definitions, such as the U.S. Supreme Court’s decisions in the Howey and Reves
cases, as well as reports, orders, press releases, public statements and
speeches by the SEC, its commissioners and its staff providing guidance on when
a digital asset may be a security for purposes of the federal securities
laws.
If
an appropriate court determines that an Underlying Crypto Asset is a security,
the Adviser would not intend to permit a Fund to continue holding its
investments in a way that would violate the federal securities laws. The
resolution of the current ambiguity concerning the regulatory status of crypto
assets could result in negative regulatory and tax consequences for the Funds
and their shareholders, including a Fund’s failure to qualify as a RIC, the
consequences of which are discussed under “Tax Risk”, and the elimination of the
shareholder protections afforded by the 1940 Act.
◦Largely
Unregulated Marketplace. Crypto
asset trading venues are relatively new and, in most cases, largely unregulated.
As a result of this lack of regulation, individuals, or groups may engage in
insider trading, fraud or market manipulation with respect to crypto assets.
Such manipulation could cause investors in crypto assets to lose money, possibly
the entire value of their investments. Additionally, some digital asset trading
platforms may not operate in compliance with applicable law, and such
non-compliance may cause such platforms to close operations in certain
jurisdictions and/or be subject of regulatory investigations.
Crypto
asset trading venues are not subject to the same regulations as regulated
securities or futures exchanges. Crypto asset trading venues that are regulated
typically must comply with minimum net worth, cybersecurity, and anti-money
laundering requirements, but are not typically required to protect customers or
their markets to the same extent that regulated securities exchanges or futures
exchanges are required to do so. As a result, markets for crypto assets may be
subject to manipulation or fraud and may be subject to larger and/or more
frequent sudden declines than assets traded on more traditional exchanges.
Investors in crypto assets may lose money, possibly the entire value of their
investments.
Over
the past several years, a number of crypto asset trading venues have been closed
due to fraud, failure or security breaches. The nature of the assets held at
crypto asset trading venues makes them appealing targets for hackers and a
number of digital asset trading venues have been victims of cybercrimes and
other fraudulent activity. These activities have caused significant, and in some
cases total, losses for crypto investors. Investors in crypto assets may have
little or no recourse should such theft, fraud or manipulation occur. There is
no central registry showing which individuals or entities own crypto assets or
the quantity of crypto assets that are owned by any particular person or entity.
There are no regulations in place that would prevent a large holder or a group
of holders from selling their crypto assets, which could depress the price of
the applicable crypto asset, or otherwise attempting to manipulate the price of
the crypto asset. Events that reduce user confidence in a crypto asset, the
applicable blockchain and the fairness of crypto asset trading venues could have
a negative impact on the price of a crypto asset and the value of an investment
in a Fund.
If
the crypto asset trading venues become subject to onerous regulations or are
subject to enforcement actions by regulatory authorities (including FinCEN, SEC,
CFTC, FINRA, the Consumer Financial Protection Bureau, the Department of
Justice, the Department of Homeland Security, the Federal Bureau of
Investigation, the IRS, the Office of the Comptroller of the Currency, the
Federal Deposit Insurance Corporation, the Federal Reserve, and state financial
institution regulators), among other things, trading in the Underlying Crypto
Assets may be concentrated in a smaller number of trading venues, which may
materially impact the price, volatility, and trading volumes of the Underlying
Crypto Assets. Additionally, the trading venues may be required to comply with
tax, AML, know-your-customer and other regulatory requirements, and compliance
and reporting obligations that may make it more costly to transact in or trade
the Underlying Crypto Assets (which may materially impact price, volatility, or
trading of the Underlying Crypto Assets more generally). Each of these events
could have a negative impact on the value of an investment in a
Fund.
The
trading of crypto assets are fragmented across numerous trading venues. The
fragmentation of the volume of crypto asset transactions across multiple trading
venues can lead to a higher volatility than would be expected if volume was
concentrated in a single trading venue. Market fragmentation and volatility
increase the likelihood of price differences across different trading
venues.
◦Cybersecurity
Risk. Blockchain
technology and network functionality rely on the Internet. A significant
disruption or interruption of Internet connectivity affecting large numbers of
users or geographic areas could impede the functionality of blockchain
technologies and the price of crypto assets. In addition, certain features of
blockchain technology, such as decentralization, open source protocol, including
the code of digital contracts stored on a blockchain, that are automatically
executed when predetermined terms and conditions are met (“smart contracts”),
and reliance on peer-to-peer connectivity, may increase the risk of fraud or
cyber-attack by potentially reducing the likelihood of a coordinated response.
Cybersecurity
exploitations
or attacks against entities that custody or facilitate the transfers or trading
of a crypto asset could result in a significant theft of the crypto asset and a
loss of public confidence, which could lead to a decline in the value of the
crypto asset and, as a result, adversely impact a Fund’s investment in an
Underlying Crypto Asset. Additionally, if a malicious actor or botnet
(i.e.,
a volunteer or hacked collection of computers controlled by networked software
coordinating the actions of the computers) obtains control of more than 50% of
the processing power of a crypto asset’s network, such actor or botnet could
alter the blockchain and adversely affect the value of the crypto asset, which
would adversely affect a Fund’s investment in an Underlying Crypto
Asset.
◦Forked
Asset Risk. Crypto
asset networks operate using open-source protocols, meaning that any user can
download the software, modify it and then propose that the users and validators
adopt the modification. When a modification is introduced and a substantial
majority of users and validators consent to the modification, the change is
implemented and the network remains uninterrupted. However, if less than a
substantial majority of users and validators consent to the proposed
modification, and the modification is not compatible with the software prior to
its modification, the consequence would be what is known as a “hard fork” of a
crypto asset network, with one group running the pre-modified software and the
other running the modified software. The effect of such a fork would be the
existence of two versions of a crypto asset network running in parallel, yet
lacking interchangeability. For example, in August 2017, bitcoin “forked” into
bitcoin and a new digital asset, Bitcoin Cash, as a result of a several year
dispute over how to increase the rate of transactions that the Bitcoin network
can process.
Forks
may also occur as a network community’s response to a significant security
breach. For example, in June 2016, an anonymous hacker exploited a smart
contract running on the Ethereum Network to siphon approximately $60 million of
ether held by The DAO, a distributed autonomous organization, into a segregated
account. In response to the hack, most participants in the Ethereum community
elected to adopt a “fork” that effectively reversed the hack. However, a
minority of users continued to develop the original blockchain, now referred to
as “Ethereum Classic” with the digital asset on that blockchain now referred to
as Ether Classic (“ETC”). ETC now trades on several digital asset trading
platforms. A fork may also occur as a result of an unintentional or
unanticipated software flaw in the various versions of otherwise compatible
software that users run. Such a fork could lead to users and validators
abandoning the digital asset with the flawed software. It is possible, however,
that a substantial number of users and validators could adopt an incompatible
version of the digital asset while resisting community-led efforts to merge the
two chains. This could result in a permanent fork, as in the case of ether and
ETC.
In
addition, many developers have previously initiated hard forks in the blockchain
to launch new digital assets, such as Bitcoin Gold and Bitcoin Diamond. To the
extent such digital assets compete with the Underlying Crypto Assets, such
competition could impact demand for the Underlying Crypto Assets and could
adversely impact the value of a Fund’s shares.
Furthermore,
a hard fork can lead to new security concerns. For example, when the Ethereum
and Ethereum Classic networks split in July 2016, “replay” attacks, in which
transactions from one network were rebroadcast to nefarious effect on the other
network, plagued digital asset trading platforms through at least October 2016.
A digital asset trading platform announced in July 2016 that it had lost 40,000
ETC, worth about $100,000 at that time, as a result of replay attacks. Another
possible result of a hard fork is an inherent decrease in the level of security
due to significant amounts of mining/validating power remaining on one network
or migrating instead to the new forked network. After a hard fork, it may become
easier for an individual validator or validator pool’s power to exceed levels
necessary to execute an attack on the network.
A
future fork in the crypto asset network for a Underlying Crypto Asset could
adversely affect the value of a Fund’s shares.
◦“Attack”
Risk. All
networked systems are vulnerable to various kinds of attacks. A blockchain may
be vulnerable to several types of attacks, including:
▪“33%
attack” where, if a validator or group of validators were to gain control of
more than 33% of the total staked crypto asset on the applicable blockchain, a
malicious actor could temporarily impede or delay block confirmation or even
cause a temporary fork in the blockchain.
▪“50%
attack” where, if a validator or group of validators acting in concert were to
gain control of more than 50% of the total staked crypto asset on the
blockchain, a malicious actor would be able to gain full control of the
blockchain and the ability to manipulate the blockchain on a forward-looking
basis, including censoring transactions following the achievement of threshold,
double-spending and fraudulent block propagation, while the attacker maintains
the threshold. In theory, the minority non-attackers might reach social
consensus to reject blocks proposed by the malicious majority attacker, reducing
the attacker's ability to engage in malicious activity, but there can be no
assurance this would happen or that non-attackers would be able to coordinate
effectively.
▪“>66%
attack” where, if a validator or group of validators acting in concert were to
gain control of more than 66% of the total staked crypto asset on the
blockchain, a malicious actor could permanently and irreversibly manipulate the
blockchain, including censorship, double-spending, and fraudulent block
propagation, both on a forward- and backward-
looking
basis. The attacker could unilaterally finalize their preferred chain without
the votes of any other stakers and could also reverse past finalized
blocks.
Further,
smart contracts on the network may create systemic risk for the price of a
crypto asset in the event of an exploit. If a significant portion of a crypto
asset is held by a small number of holders sometimes referred to as “whales,”
these holders have the ability to manipulate the price of the crypto asset.
◦Crypto
Asset Tax Risk. Current
IRS guidance indicates that convertible virtual currency, defined as a digital
representation of value that functions as a medium of exchange, a unit of
account, and/or a store of value that has an equivalent value in real currency,
or that acts as a substitute for real currency, should be treated and taxed as
property, and that transactions involving the payment of convertible virtual
currency for goods and services should be treated as barter transactions. While
this treatment allows for the possibility of capital gains treatment, it creates
a potential tax reporting requirement in any circumstance where the ownership of
convertible virtual currency passes from one person to another, usually by means
of convertible virtual currency transactions (including off-blockchain
transactions), which could discourage the use of digital assets as a medium of
exchange, especially for a holder of digital assets that has appreciated in
value.
•Bitcoin
Risk (Top
10 Fund Only).
Investments
linked to bitcoin can be highly volatile compared to investments in traditional
securities and the Fund may experience sudden and large losses. The markets for
bitcoin may become illiquid. These markets may fluctuate widely based on a
variety of factors including changes in overall market movements, political and
economic events, wars, acts of terrorism, natural disasters (including disease,
epidemics and pandemics) and changes in interest rates or inflation
rates.
A
number of factors impact the price and market for bitcoin.
◦Adoption
and Use of Bitcoin. The
continued adoption of bitcoin will require growth in its usage as a means of
payment. Even if growth in bitcoin adoption continues in the near or
medium-term, there is no assurance that bitcoin usage will continue to grow over
the long-term. The slowness of transaction processing and the variability of
transaction fees are significant impediments to the widespread adoption of
bitcoin. To address these issues, participants have created secondary networks
that layer on top of the blockchain to facilitate small, low-cost transactions
(e.g.,
Lightning Network). These secondary networks may be more vulnerable to fraud and
malicious attacks and may experience greater price volatility. In addition,
participants have been slow to adopt these secondary networks. If the adoption
and use of bitcoin slows or contracts, bitcoin may become less liquid, and the
price of bitcoin may experience greater volatility.
◦Competition
From Other Blockchains and Digital Assets. It
is possible that other blockchains will emerge that are similarly designed to
serve as an alternative payment system, such as those focused on privacy through
the use of zero-knowledge cryptography. These alternative blockchains have in
the past and may in the future seek to compete with the Bitcoin Network by
offering networks that improve the speed of transaction processing, address
issues in the finality and variability of transaction fees in the Bitcoin
Networks, and with lesser volatility in the digital asset’s price than bitcoin.
In addition, it is also possible that other digital assets and trading systems
could become more widely accepted and used than bitcoin. The market demand for
these alternative blockchains may reduce the market demand for bitcoin which
would adversely impact the price of bitcoin.
◦The
Regulatory Environment Relating to Bitcoin. The
regulation of bitcoin, digital assets, digital asset trading venues, and related
products and services continues to evolve. The inconsistent and sometimes
conflicting regulatory landscape may make it more difficult for bitcoin
businesses to provide services, which may impede the growth of the bitcoin
economy and have an adverse effect on adoption of bitcoin. In addition, certain
bitcoin businesses may be operating out of compliance with regulations. Future
regulatory changes or enforcement actions by regulatory authorities may alter,
perhaps to a material extent, the ability to buy and sell bitcoin. Similarly,
future regulatory changes or enforcement actions could impact the ability of the
Fund to achieve its investment objective or alter the nature of an investment in
the Fund or the ability of the Fund to continue to operate, as
planned.
◦Declining
Mining Compensation. Transactions
in bitcoin are processed by miners which are compensated in bitcoin based on a
declining payment schedule and, in some instances, by voluntary fees paid by
participants. If this compensation is not sufficient to incentivize miners to
process transactions, the confirmation process for transactions may slow and the
bitcoin Network may become more vulnerable to malicious actors. These and
similar events may have a significant adverse effect on the price and liquidity
of Bitcoin and the value of an investment in the Fund.
◦Bitcoin
Market Volatility Risk. The
price of bitcoin has historically been highly volatile. The value of the Fund’s
exposure to bitcoin could decline significantly and without warning, including
to zero. If you are not prepared to accept significant and unexpected changes in
the value of the Fund you should not invest in the Fund.
Trading
prices of bitcoin and other digital assets have experienced significant
volatility and may continue to do so. For instance, there were steep increases
in the value of certain digital assets, including bitcoin over the course of
2021, and multiple market observers asserted that digital assets were
experiencing a “bubble.” These increases were followed by steep drawdowns
throughout 2022 in digital asset trading prices, including for bitcoin. These
episodes of rapid price appreciation
followed
by steep drawdowns have occurred multiple times throughout bitcoin’s history.
Such volatility is expected to persist.
◦Environmental
Risk. Bitcoin
mining currently requires computing hardware that consumes large amounts of
electricity. By way of electrical power generation, many bitcoin miners rely on
fossil fuels to power their operations. Public perception of the impact of
bitcoin mining on climate change may reduce demand for bitcoin and increase the
likelihood of regulation that limits bitcoin mining or restricts energy usage by
bitcoin miners. Such events could have a negative impact on the price of bitcoin
and the performance of the Fund.
•Ether
Risk. Investments
linked to ether can be highly volatile compared to investments in traditional
securities and a Fund may experience sudden and large losses. These markets may
fluctuate widely based on a variety of factors including changes in overall
market movements, political and economic events, wars, acts of terrorism,
natural disasters (including disease, epidemics and pandemics) and changes in
interest rates or inflation rates.
The
value of the Shares relates closely to the value of ether, and fluctuations in
the price of ether could adversely affect the value of the Shares. Due to the
nature of private keys, ether transactions are irrevocable, and stolen or
incorrectly transferred ether may be irretrievable. As a result, any incorrectly
executed ether transaction, to the extent it affects the market price of ether,
could adversely affect an investment in a Fund. Ether accounts are subject to
security threats that could result in losses of assets. The Ethereum Network’s
decentralized governance structure may negatively affect its ability to grow and
respond to challenges.
A
number of factors affect the price of and market for ether.
◦Adoption
and Use of Ether. Ether
is a relatively new investment, and the continued adoption of ether will require
growth in its usage as a means of payment. Even if growth in ether adoption
continues in the near or medium-term, there is no assurance that ether usage
will continue to grow over the long-term. A contraction in the use of ether may
result in a lack of liquidity and increased volatility in and a reduction to the
price of ether.
◦Declining
Mining Compensation. Transactions
in ether are processed by validators, which are primarily compensated in ether
based on a declining payment schedule and, in some instances, by voluntary fees
paid by participants. If this compensation is not sufficient to incentivize
validators to process transactions, the confirmation process for transactions
may slow and the Ethereum Network may become more vulnerable to malicious
actors. These and similar events may have a significant adverse effect on the
price and liquidity of ether and the value of an investment in a
Fund.
◦Forks.
The
open-source nature of the Ethereum protocol permits any developer to review the
underlying code and suggest changes. If some users and validators adopt a change
while others do not and that change is not compatible with the existing
software, a fork occurs. Several forks have already occurred in the Ethereum
Network, resulting in the creation of new, separate digital assets. Similar
events could adversely affect the price and liquidity of ether and the value of
an investment in the Fund. A fork may be intentional, such as the Ethereum
“Merge.” The “Merge” represents the Ethereum Network’s shift from a
proof-of-work consensus mechanism to a proof-of-stake consensus mechanism. This
means that instead of being required to solve complex mathematical problems,
validators are required to stake ether. Ethereum staking is the process of
locking up an amount of ether for a specified period of time in order to
contribute to the security of the blockchain and earn network rewards.
Validators are required to stake ether in order to perform validation activities
and then, as a reward, earn newly created ether. Validation activities include
verifying transactions, storing data, and adding to the Ethereum
Blockchain.
A
temporary or permanent “fork” of the Ethereum Blockchain could adversely affect
the short-, medium-, or long-term value of ether and an investment in a Fund. A
“hard fork” of the Ethereum Network, where less than a substantial majority of
users or validators (under the current proof-of-stake model) consent to a
proposed modification and the modification is not compatible with the software
prior to its modification, could result in one group of users running the
pre-modified software and the other running the modified software. If validators
expend fewer resources on the Ethereum Network, it could increase the likelihood
of a malicious actor obtaining control. The Ethereum Network has forked in the
past. In 2016, a fork resulted in the creation of Ethereum and Ethereum Classic
networks. In connection with the network upgrade on September 15, 2022, a group
of miners wishing to continue the proof-of-work model forked the network to
create a new blockchain that continues to use proof-of-work consensus. Following
a fork, holders of one asset, such as ether, will hold equal amounts of assets
resulting from the fork, in this case, assets on the Ethereum proof- of-work
blockchain.
In
July 2016, the Ethereum Network experienced what is referred to as a permanent
hard fork that resulted in two different versions of its blockchain: Ethereum
and Ethereum Classic.
In
April 2016, a blockchain solutions company known as Slock.it announced the
launch of a decentralized autonomous organization, known as “The DAO,” on the
Ethereum Network. The DAO was designed as a decentralized crowdfunding model, in
which anyone could contribute ether tokens to The DAO in order to become a
voting member and equity stakeholder in the organization. Members of The DAO
could then make proposals about different projects to pursue and put them to a
vote. By committing to profitable projects, members would be rewarded based on
the terms of a smart contract and their proportional interest in The DAO. As of
May 27, 2016, $150 million, or approximately 14% of all ether outstanding, was
contributed to, and invested in, The DAO.
On
June 17, 2016, an anonymous hacker exploited The DAO smart contract code to
siphon approximately $60 million, or 3.6 million ether, into a segregated
account. Upon the news of the breach, the price of ether was quickly cut in half
as investors liquidated their holdings and members of the Ethereum community
worked to determine a solution.
In
the days that followed, several attempts were made to retrieve the stolen funds
and secure the Ethereum Network. However, it soon became apparent that direct
interference with the protocol (i.e.,
a hard fork) would be necessary. The argument for the hard fork was that it
would create an entirely new version of the Ethereum Blockchain, erasing any
record of the theft, and restoring the stolen funds to their original owners.
The counterargument was that it would be antithetical to the core principle of
immutability of the Ethereum Blockchain.
The
decision over whether or not to hard fork the Ethereum Blockchain was put to a
vote of Ethereum community members. A majority of votes were cast in favor of a
hard fork. On July 15, 2016, a hard fork specification was implemented by the
Ethereum Foundation. On July 20, 2016, the Ethereum Network completed the hard
fork, and a new version of the blockchain, without recognition of the theft, was
born.
Many
believed that after the hard fork the original version of the Ethereum
Blockchain would dissipate entirely. However, a group of miners continued to
mine the original Ethereum Blockchain for philosophical and economic reasons. On
July 20, 2016, the original Ethereum protocol was rebranded as Ethereum Classic,
and its native token as ETC, preserving the untampered transaction history
(including The DAO theft). Following the hard fork of Ethereum, each holder of
ether automatically received an equivalent number of ETC tokens.
◦Pricing
Volatility Risk. The
price of ether has experienced periods of extreme volatility. Ethereum price
volatility may be influenced by, among other things, trading activity on and the
closing of digital asset trading platforms (including those featuring leveraged
trading) due to fraud, failure, security breaches or otherwise. Ether price
volatility also may be influenced by momentum pricing. Also, speculation by
traders and investors regarding the potential future appreciation in the value
of ether may inflate the price of ether. Conversely, a decrease in demand or
speculation for, or government regulation (including, without limitation, the
tax treatment of Ethereum transactions) and the perception of onerous regulatory
actions, may cause a drop in the price of ether. Further, developments related
to the Ethereum Network’s operations, individual digital asset trading
platforms, and the overall Ethereum market also contribute to the volatility in
the price of ether. In addition, there is potential for herd behavior
(e.g.,
multiple funds trying to exit positions at the same time) when there is extreme
volatility.
Ether
is exposed to instability in other speculative parts of the blockchain and
crypto asset industry, such that an event that is not necessarily related to the
security or utility of the Ethereum Network can nonetheless precipitate a
significant decline in the price of ether. Several recent developments in the
digital asset economy resulted in a loss of confidence in participants in the
digital asset ecosystem, negative publicity surrounding digital assets more
broadly, and market-wide declines in digital asset trading prices and
liquidity.
Since
the fourth quarter of 2021 to date in 2025, digital asset prices have fluctuated
widely. This has led to volatility and disruption in the digital asset markets
and financial difficulties for several prominent industry participants,
including digital asset trading venues, hedge funds and lending platforms. For
example, in the first half of 2022, digital asset lenders Celsius Network LLC
and Voyager Digital Ltd. and digital asset hedge fund Three Arrows Capital each
declared bankruptcy. This resulted in a loss of confidence in participants in
the digital asset ecosystem, negative publicity surrounding digital assets more
broadly and market-wide declines in digital asset trading prices and
liquidity.
In
November 2022, FTX, the third largest digital asset trading venue by volume at
the time, halted customer withdrawals amid rumors of the company’s liquidity
issues and likely insolvency. Shortly thereafter, FTX’s CEO resigned, and FTX
and several affiliates of FTX filed for bankruptcy. The U.S. Department of
Justice subsequently brought criminal charges, including charges of fraud,
violations of federal securities laws, money laundering, and campaign finance
offenses, against FTX’s former CEO and others.
Continued
disruption and instability in the digital asset markets, including further
declines in the trading prices and liquidity of a Fund’s holdings, could have a
material adverse effect on the value of the Shares, and the Shares could lose
all or substantially all of their value.
◦Intellectual
Property Rights Claims.
No single entity owns the Ethereum Network. However, with the growing adoption
of ether and the significant increase in speculative activity surrounding ether
and digital assets, third parties may be increasingly motivated to assert
intellectual property rights claims relating to the operation of the Ethereum
Network or applications built upon the Ethereum Blockchain. Regardless of the
merit of any intellectual property or other legal action, any threatened action
that reduces confidence in the Ethereum Network’s or the Ethereum Blockchain’s
long-term viability or the ability of end-users to hold and transfer ether may
adversely affect the price of ether and adversely affect the ether futures.
Additionally, a meritorious intellectual property rights claim could prevent
end-users from accessing the Ethereum Network or holding or transferring their
ether. As a result, an intellectual property rights claim against Ethereum
Network participants could have a material adverse impact on the
Fund.
•XRP
Risk.
The market for XRP may become illiquid. This market may fluctuate widely based
on a variety of factors, including changes in overall market movements,
political and economic events, wars, acts of terrorism, natural disasters
(including disease epidemics and pandemics), and changes in interest rates or
inflation rates. A number of factors affect the price and market for
XRP.
◦New
Technology.
XRP is a relatively new technological innovation with a limited operating
history. XRP has a relatively limited history of existence and operations. There
is a limited established performance record for the price of XRP and, in turn, a
limited basis for evaluating an investment in XRP.
◦Supply
and Demand of XRP.
Unlike other digital assets, such as bitcoin or ether, XRP is not and was not
mined gradually over time. Instead, all 100 billion XRP tokens were created at
the time of the launch of a distributed ledger upon which XRP transactions are
processed and settled (the “XRP Ledger”) in 2012. This means that every XRP
token that exists today, or will ever exist, was generated from the outset of
the XRP Ledger. As a result, there is no ability for the supply of XRP to be
adjusted in response to economic conditions. For instance, there is no ability
for the supply of XRP to be increased to meet rising demand, which could lead to
price volatility. In addition, unlike blockchains that utilize “proof-of-work”
or “proof-of-stake,” where miners or stakers are rewarded with newly minted
coins or tokens, XRP validators are not incentivized by block rewards since
there is no new issuance of XRP.
Additionally,
the fixed supply of XRP, combined with the burning of XRP (permanently
destroyed) as transaction fees, could create deflationary pressure over time. A
small amount of XRP is burned with every transaction to prevent spam on the
network. While the amount of XRP burned per transaction is minuscule, over time,
the total supply of XRP will slowly decrease. This could lead to a deflationary
environment where the decreasing supply drives up the price of XRP, making it
less practical as a medium of exchange. Additionally, as the total supply of XRP
slowly shrinks due to burning, liquidity could become an issue in the distant
future, potentially making it harder for businesses and users to access
sufficient XRP for their transactions.
The
fixed supply of XRP could also contribute to price volatility, especially if
demand fluctuates significantly. Since the supply of XRP is fixed, any
significant surge in demand can result in large price spikes. For example,
during periods of high market activity or speculation, the price of XRP could
rapidly increase due to the inability to expand supply to match demand. This
volatility could make XRP less predictable for businesses that rely on it for
payments. Digital assets with a flexible supply, such as stablecoins, can adjust
to maintain a stable value. XRP, however, could experience price swings that
make it less attractive for everyday transactions or long-term financial
planning.
The
fixed supply of XRP may also not scale well with rapidly expanding use cases. To
the extent more businesses, financial institutions, and payment providers adopt
XRP for cross-border transactions and other use cases, there is a risk that the
fixed supply may not meet such growing demand, leading to supply shortages and
further price volatility. In the case of massive adoption, the scarcity of XRP
could raise its value too much, making it less appealing for day-to-day
transactions or use as a liquidity bridge in cross-border payments, as
businesses might prefer a more stable and widely available
currency.
Ripple
Labs holds a large portion of the XRP supply, which has led to concerns about
centralization. Despite escrow mechanisms that gradually release XRP into the
market, Ripple Labs still retains control over a significant portion of XRP,
which can impact market dynamics if large amounts are sold. The concentration of
XRP in the hands of Ripple Labs and early stakeholders could affect the market’s
confidence in XRP as a decentralized asset.
◦Adoption
and Use of XRP.
The continued adoption of XRP will require growth in its usage as a means of
exchange and payment. Even if growth in XRP adoption continues in the near or
medium-term, there is no assurance that XRP usage will continue to grow over the
long-term. A contraction in the use of XRP may result in a lack of liquidity,
increased volatility in and a reduction to the price of XRP.
◦The
Regulatory Environment Relating to XRP. The
regulation of cryptocurrencies, digital assets, and related investments in the
U.S. is in its nascent stages, and the nature and extent of the regulatory
framework to be implemented is not yet clear. Federal and state, as well as
foreign, governments may restrict the use and exchange of a crypto asset, such
as XRP. Depending on its characteristics, a digital asset, including XRP, may be
considered a “security” under U.S. federal and/or state securities laws. The
test for determining whether a particular digital asset is a “security” is
complex and difficult to apply, and the outcome is difficult to predict. Any
enforcement action by the SEC or a state securities regulator asserting that XRP
is a security, or a court decision to that effect, would be expected to have an
immediate material adverse impact on the trading price of XRP, as well as the
Shares. This is because the business models behind most digital assets are
incompatible with regulations applying to transactions in securities. If a
digital asset is determined to be a security, it is likely to become difficult
or impossible for the digital asset to be traded, cleared, or custodied in the
United States through the same channels used by non-security digital assets,
which, in addition to materially and adversely affecting the trading value of
the digital asset, is likely to significantly impact its liquidity and market
participants’ ability to convert the digital asset into U.S. dollars. Any
assertion that a digital asset is a security by the SEC or another regulatory
authority may have similar effects.
In
December 2020, the SEC filed a complaint against Ripple Labs (the “Ripple
Complaint”) and two of its executives (the “Ripple Defendants”), in the United
States District Court for the Southern District of New York (the “S.D.N.Y.”)
alleging that the Ripple Defendants had conducted unregistered securities
offerings by selling XRP in contravention of Section 5 of the Securities Act.
Under Section 5 of the Securities Act, it is unlawful for any person, directly
or indirectly to offer to sell, offer to buy or purchase or sell a “security”
unless a registration statement is in effect or has been filed with the SEC as
to the offer and sale of such security to the public. The Ripple Defendants did
not dispute that they had offered to sell and sold XRP through interstate
commerce and that they had not filed a registration statement with the SEC for
any offer or sale of XRP. Accordingly, the question before the S.D.N.Y. was
whether the Ripple Defendants offered to sell or sold XRP as a
security.
In
the years prior to the filing of the Ripple Complaint, XRP’s market
capitalization at times reached over $140 billion. However, in the weeks
following the Ripple Complaint, XRP’s market capitalization fell to less than
$10 billion, which was less than half of its market capitalization in the days
prior to the complaint.
On
July 13, 2023, the S.D.N.Y. issued several key rulings in the case. Most
notably, the court did not find that XRP was inherently a security. The court
distinguished between the XRP token itself and the manner in which it was sold.
This finding was contrary to the SEC’s argument, which was that XRP, by its
nature, was a security under the definition provided by the Securities Act,
notwithstanding the manner in which it was sold. The court found that the direct
sale of XRP by the Ripple Defendants to certain sophisticated individuals and
entities pursuant to written contracts did constitute the unregistered offer and
sale of securities in violation of Section 5 of the Securities Act. However, the
court also found that the programmatic sale of XRP by the Ripple Defendants over
digital asset trading platforms in the secondary market did not constitute an
unregistered sale of securities. Similarly, the court found that the XRP that
Ripple Defendants granted to Ripple Labs employees as compensation or to
third-party companies to incentivize the development of new applications for XRP
and the XRP Ledger also did not constitute an unregistered sale of
securities.
The
S.D.N.Y. entered a final judgment in the case on August 7, 2024. On October 2,
2024, the SEC filed an appeal to the United States Court of Appeals for the
Second Circuit, and on October 10, 2024, Ripple filed a cross-appeal. On May 8,
2025, both parties agreed to drop appeals as part of the final resolution and
the $50 million settlement agreement, but on June 26, 2025, the S.D.N.Y.
rejected the settlement agreement, which leaves the court’s 2023 order in place
and leaves Ripple with the choice of pursuing its appeal or accepting the court
order. Any further SEC or state enforcement action asserting that XRP is a
security, or a court ruling to that effect, would likely have an immediate and
severe negative impact on XRP’s trading price and the value of the Fund’s
shares.
◦Cybersecurity.
The XRP Ledger has historically maintained high availability but has experienced
a few notable disruptions. On February 4, 2025, the XRP Ledger experienced an
unexpected halt in block production for approximately 64 minutes, during which
no new ledgers were validated, temporarily pausing all transactions. The root
cause remains under investigation, but preliminary analysis suggests a
validation issue that prevented consensus from being reached. On November 25,
2024, the XRP Ledger faced a 10-minute disruption when several nodes crashed and
restarted simultaneously, briefly halting transaction processing. The issue was
traced to a caching-layer bug introduced in a prior software update, which was
later addressed by the RippleX team through a recommended upgrade to the latest
Rippled version. Despite these incidents, the XRP Ledger has generally been
reliable, with no asset losses occurring, and built-in safety protocols ensured
eventual network recovery.
•Solana
Risk. Solana
has a relatively limited history of existence and operations. There is a limited
established performance record for the price of Solana and, in turn, a limited
basis for evaluating an investment in Solana. Although past performance is not
necessarily indicative of future results, if Solana had a more established
history, such history might (or might not) provide investors with more
information on which to evaluate an investment in a Fund.
Digital
assets, such as Solana, were only introduced within the past 15 years, and the
medium- to long-term value of Solana, and therefore the Fund, is subject to a
number of factors over time relating to the capabilities and development of
blockchain technologies, such as the recentness of their development; their
dependence on the Internet and other technologies; their dependence on the role
played by users, developers, and validators; and the potential for malicious
activity. Solana was conceived in 2017, with private token sales beginning in
2018, and a public sale taking place in 2020. For example, the realization of
one or more of the following risks could materially adversely affect the value
of the Shares: digital asset networks, including the Solana peer-to-peer network
and associated blockchain ledger (such blockchain, the “Solana blockchain” and
together with the peer-to-peer network, the “Solana Network” or “Layer 1 Solana
Network”), and the software used to operate them are in the early stages of
development. Given the recentness of the development of digital asset networks,
digital assets may not function as intended, and parties may be unwilling to use
digital assets, which would dampen the growth, if any, of digital asset
networks. Because Solana is a digital asset, the value of the Shares is subject
to a number of factors relating to the fundamental investment characteristics of
digital assets, including the fact that digital assets are bearer instruments
and loss, theft, compromise, or destruction of the associated private keys could
result in permanent loss of the asset.
The
Solana Network, including the cryptographic and algorithmic protocols associated
with the operation of the Solana blockchain, has only been in existence since
2020, with initial development beginning in 2017. Solana markets have a limited
performance
record, making them part of a new and rapidly evolving industry that is subject
to a variety of factors that are difficult to evaluate. For example, the
following are some of the risks that could materially adversely affect the value
of the Shares:
◦Digital
assets, including Solana, are controllable only by the possessor of both the
unique public key and private key or keys relating to the Solana Network
address, or “wallet,” at which the digital asset is held. Private keys must be
safeguarded and kept private in order to prevent a third party from accessing
the digital asset held in such wallet. The loss, theft, compromise, or
destruction of a private key required to access a digital asset may be
irreversible. If a private key is lost, stolen, destroyed, or otherwise
compromised and no backup of the private key is accessible, the owner would be
unable to access the digital asset corresponding to that private key, and the
private key would not be capable of being restored by the digital asset network,
resulting in the total loss of the value of the digital asset linked to the
private key.
◦Digital
asset networks are dependent upon the Internet. A disruption of the Internet or
a digital asset network, such as the Solana Network, would affect the ability to
transfer digital assets, including Solana, and, consequently, their
value.
◦Governance
of the Solana Network is by voluntary consensus and open competition. As a
result, there may be a lack of consensus or clarity on the governance of the
Solana Network, which may stymie the Solana Network’s utility and ability to
grow and face challenges. In particular, it may be difficult to find solutions
or martial sufficient effort to overcome any future problems on the Solana
Network, especially long-term problems.
◦The
foregoing notwithstanding, the Solana Network’s protocol is informally overseen
by a collective of core developers who propose amendments to the relevant
network’s source code. Core developers’ roles evolve over time, largely based on
self-determined participation. If a significant majority of users and validators
were to adopt amendments to the Solana Network based on the proposals of such
core developers, the Solana Network would be subject to new protocols that may
adversely affect the value of Solana.
◦To
the extent that any validators cease to record transactions that do not include
the payment of a transaction fee in solved blocks or do not record a transaction
because the transaction fee is too low, such transactions will not be recorded
on the Solana blockchain until a block is validated by a validator who does not
require the payment of transaction fees or is willing to accept a lower fee. Any
widespread delays in recording transactions could result in a loss of confidence
in a digital asset network.
◦As
the Solana Network continues to develop and grow, certain technical issues might
be uncovered, and the troubleshooting and resolution of such issues requires the
attention and efforts of Solana’s global development community. Like all
software, the Solana Network is at risk of vulnerabilities and bugs that can
potentially be exploited by malicious actors.
◦Moreover,
in the past, bugs, defects, and flaws in the source code for digital assets have
been exposed and exploited, including flaws that disrupted normal Solana
Network, Solana Client, or DApp and smart contract operations or disabled
related functionality for users, exposed users’ personal information, and/or
resulted in the theft of users’ digital assets. The cryptography underlying the
Solana Network or Solana as an asset could prove to be flawed or ineffective, or
developments in mathematics and/or technology, including advances in digital
computing, algebraic geometry, and quantum computing, could result in such
cryptography becoming ineffective. In any of these circumstances, a malicious
actor may be able to compromise the security of the Solana Network or take the
Fund’s Solana, which would adversely affect the value of the Shares. Moreover,
normal operations and functionality of the Solana Network may be negatively
affected. Such losses of functionality could lead to the Solana Network losing
attractiveness to users, nodes, validators, or other stakeholders, thereby
dampening demand for Solana. Even if another digital asset other than Solana
were affected by similar circumstances, any reduction in confidence in the
source code or cryptography underlying digital assets generally could negatively
affect the demand for digital assets and therefore adversely affect the value of
the Shares.
◦The
Solana Network is still in the process of developing and making significant
decisions that will affect policies that govern the supply and issuance of
Solana as well as other Solana Network protocols. The open-source nature of many
digital asset network protocols, such as the protocol for the Solana Network,
means that developers and other contributors are generally not directly
compensated for their contributions in maintaining and developing such
protocols. As a result, the developers and other contributors of a particular
digital asset may lack a financial incentive to maintain or develop the network
or may lack the resources to adequately address emerging issues. Alternatively,
some developers may be funded by companies whose interests are at odds with
other participants in a particular digital asset network. If the Solana Network
does not successfully develop its policies on supply and issuance and other
major design decisions, or does so in a manner that is not attractive to network
participants, it could lead to a decline in adoption of the Solana Network and
price of Solana.
◦Solana
is subject to the risk of fraud, theft, manipulation or security failures,
operational or other problems that impact Solana trading venues. Additionally,
if a single validator or a coordinated group of validators were to gain control
of more than 33% of the staked Solana, they could impede block finalization or
censor transactions on the Solana Network. If such control were to exceed 66%,
they could, in theory, finalize malicious transactions and exert significant
influence over the network, including the potential to manipulate transaction
ordering or attempt double-spending. If such a validator or group of
validators
were to gain control of one-third of staked Solana, they could halt payments. A
significant portion of Solana is held by a small number of holders sometimes
referred to as “whales”. Transactions by these holders may influence the price
of Solana and these holders may have the ability to manipulate the price of
Solana.
◦The
Solana blockchain’s protocol, including the code of smart contracts running on
the Solana blockchain (referred to as “programs”), may contain flaws that can be
exploited by attackers similar to the exploitation of The DAO’s smart contract
on the Ethereum network in June 2016 that resulted in a permanent hard
fork.
Moreover,
because digital assets, including Solana, have been in existence for a short
period of time and are continuing to develop, there may be additional risks in
the future that are impossible to predict as of the date of this
Prospectus.
•Binance
Coin Risk. The
price of Binance Coin (“BNB”) as determined by the BNB market has experienced
periods of extreme volatility and may be influenced by a wide variety of
factors. Speculators and investors who seek to profit from trading and holding
BNB generate a significant portion of BNB demand. Such speculation regarding the
potential future appreciation in the value of BNB may cause the price of BNB to
increase. Conversely, a decrease in demand for or speculative interest regarding
BNB may cause the price to decline.
Digital
assets such as BNB were only introduced within the past 15 years, and the medium
to long term value of the Shares is subject to a number of factors over time
relating to the capabilities and development of blockchain technologies, such as
the recentness of their development, their dependence on the internet and other
technologies, their dependence on the role played by users, developers
validators and the potential for malicious activity. BNB itself was launched
only in 2017. For example, the realization of one or more of the following risks
could materially adversely affect the value of the Shares: digital asset
networks, including the BNB peer-to-peer network and associated blockchain
ledger (such blockchain, together with the peer-to-peer network, the “BNB Chain”
or “Layer 1 BNB Chain”), and the software used to operate them are in the early
stages of development. Given the recentness of the development of digital asset
networks, digital assets may not function as intended and parties may be
unwilling to use digital assets, which would dampen the growth, if any, of
digital asset networks. Because BNB is a digital asset, the value of the Shares
is subject to a number of factors relating to the fundamental investment
characteristics of digital assets, including the fact that digital assets are
bearer instruments and loss, theft, compromise, or destruction of the associated
private keys could result in permanent loss of the asset.
The
BNB Chain, including the cryptographic and algorithmic protocols supporting its
operation, has only been in existence since 2019. While the BNB token was
initially launched in 2017 on the Ethereum blockchain as an ERC-20 token, it
migrated to the BNB Chain following its launch. BNB markets have a limited
performance record, making them part of a new and rapidly evolving industry that
is subject to a variety of factors that are difficult to evaluate. For example,
the following are some of the risks could materially adversely affect the value
of the Shares:
◦Digital
assets, including BNB, are controllable only by the possessor of both the unique
public key and private key or keys relating to the BNB Chain address, or
“wallet”, at which the digital asset is held. Private keys must be safeguarded
and kept private in order to prevent a third party from accessing the digital
asset held in such wallet. The loss, theft, compromise or destruction of a
private key required to access a digital asset may be irreversible. If a private
key is lost, stolen, destroyed or otherwise compromised and no backup of the
private key is accessible, the owner would be unable to access the digital asset
corresponding to that private key and the private key will not be capable of
being restored by the digital asset network resulting in the total loss of the
value of the digital asset linked to the private key.
◦Digital
asset networks are dependent upon the internet. A disruption of the internet or
a digital asset network, such as the BNB Chain, would affect the ability to
transfer digital assets, including BNB, and, consequently, their
value.
◦The
foregoing notwithstanding, the BNB Chain’s protocol is informally overseen by a
collective of core developers who propose amendments to the relevant network’s
source code. Core developers’ roles evolve over time, largely based on
self-determined participation. If a significant majority of users and validators
were to adopt amendments to the BNB Chain based on the proposals of such core
developers, the BNB Chain would be subject to new protocols that may adversely
affect the value of BNB.
◦To
the extent that validators on the BNB Chain decline to include transactions in
blocks due to insufficient or absent transaction fees, such transactions may not
be recorded until a validator accepts the lower fee or includes the transaction
regardless of fee size. If a significant number of validators adopt similar fee
thresholds, this could result in delays in transaction processing. Any prolonged
or widespread delays in transaction inclusion may undermine user confidence in
the BNB Chain or in digital asset networks more broadly.
◦As
the BNB Chain continues to develop and grow, certain technical issues might be
uncovered and the trouble shooting and resolution of such issues requires the
attention and efforts of BNB Chain’s global development community. Like all
software, the BNB Chain is at risk of vulnerabilities and bugs that can
potentially be exploited by malicious actors.
◦Many
digital asset networks, including the BNB Chain, face significant scaling
challenges and are being upgraded with various features designed to increase the
speed of digital asset transactions and the number of transactions can be
processed
in
a given period (known as “throughput”). These attempts to increase the volume of
transactions may not be effective, and such upgrades may fail, resulting in
potentially irreparable damage to the BNB Chain and the value of
BNB.
◦Moreover,
in the past, bugs, defects and flaws in the source code for digital assets have
been exposed and exploited, including flaws that disrupted normal blockchain
network or DApp and smart contract operations or disabled related functionality
for users, exposed users’ personal information and/or resulted in the theft of
users’ digital assets. The cryptography underlying the BNB Chain or BNB as an
asset could prove to be flawed or ineffective, or developments in mathematics
and/or technology, including advances in digital computing, algebraic geometry
and quantum computing, could result in such cryptography becoming ineffective.
In any of these circumstances, a malicious actor may be able to compromise the
security of the BNB Chain or take the Trust’s BNB, which would adversely affect
the value of the Shares. Moreover, normal operations and functionality of the
BNB Chain may be negatively affected. Such losses of functionality could lead to
the BNB Chain losing attractiveness to users, nodes, validators, or other
stakeholders, thereby dampening demand for BNB. Even if another digital asset
other than BNB were affected by similar circumstances, any reduction in
confidence in the source code or cryptography underlying digital assets
generally could negatively affect the demand for digital assets and therefore
adversely affect the value of the Shares.
◦The
BNB Chain is still in the process of developing and making significant decisions
that will affect policies that govern the supply and issuance of BNB as well as
other BNB Chain protocols. The open-source nature of many digital asset network
protocols, such as the protocol for the BNB Chain, means that developers and
other contributors are generally not directly compensated for their
contributions in maintaining and developing such protocols. As a result, the
developers and other contributors of a particular digital asset may lack a
financial incentive to maintain or develop the network, or may lack the
resources to adequately address emerging issues. Alternatively, some developers
may be funded by companies whose interests are at odds with other participants
in a particular digital asset network. If the BNB Chain does not successfully
develop its policies on supply and issuance, and other major design decisions or
does so in a manner that is not attractive to network participants it could lead
to a decline in adoption of the BNB Chain and price of BNB.
◦Software
applications running on top of the BNB Chain (often referred to as
“decentralized applications” or “DApps”, whether or not decentralized in fact)
and smart contract developers depend on being able to obtain BNB to be able to
run their programs and operate their businesses. In particular, decentralized
applications and smart contracts require BNB in order to pay the transaction
fees needed to pay validators to execute transactions and smart contract
operations. As such, they represent a significant source of demand for BNB.
BNB's price volatility (particularly where BNB prices increase), or the BNB
Chain's wider inability to meet the demands of decentralized applications and
smart contracts in terms of inexpensive, reliable, and prompt transaction
execution (including during congested periods), or to solve its scaling
challenges or increase its throughput, may discourage such decentralized
application and smart contract developers from using the BNB Chain as the
foundational infrastructure layer for building their applications and smart
contracts. If decentralized application and smart contract developers abandon
the BNB Chain for other blockchain or digital asset networks or protocols for
whatever reason, the value of BNB could be negatively affected.
◦The
perception that BNB Chain and BNB are associated with Binance could cause BNB’s
value to be affected by developments involving or affecting Binance. For
example, in 2023 the SEC filed a lawsuit against Binance, alleging, inter alia,
that the offering and sale of BNB by Binance was an unregistered securities
offering. The district court’s decision in SEC v. Binance Holdings Ltd. et al.,
738 F.Supp.3d 20, 48-58 (D.D.C. Aug. 23, 2024), ruled that, while the SEC’s
allegations regarding the manner in which Binance offered and sold BNB as part
of the initial distribution of BNB were sufficient at the motion to dismiss
stage, the SEC’s complaint did not include sufficient facts to support a
plausible inference that any particular secondary sales of BNB satisfy the Howey
test for an investment contract. In 2023, the Department of Justice, Office of
Foreign Assets Control (“OFAC”), Financial Crimes Enforcement Network
(“FinCEN”), and the CFTC reached a series of settlements with Binance for
charges involving violations of U.S. laws governing money laundering, sanctions,
registration as a money services business, and registration under the Commodity
Exchange Act, among others. If Binance were subject to operating restrictions or
was no longer able to facilitate trading in BNB, the liquidity and market value
of BNB would be negatively affected, causing the Shares to decline in value. If
BNB were no longer able to be used for trading fee discounts on Binance, the
demand for BNB would be negatively affected, which would likewise negatively
impact BNB’s market value and therefore the value of the Shares. Likewise,
negative developments, publicity, or sentiment relating to Binance or its
principals could affect market demand for, and value of, BNB.
Moreover,
because digital assets, including BNB, have been in existence for a short period
of time and are continuing to develop, there may be additional risks in the
future that are impossible to predict as of the date of this
Prospectus.
•Exposure
Risk. Each
Fund expects to have significant exposure to one or more Underlying Crypto
Assets. As a result, a Fund’s performance may be disproportionately and
significantly impacted by the poor performance of such Underlying Crypto
Asset(s) or events materially affecting the ecosystem of such Underlying Crypto
Asset(s). A Fund’s significant exposure to one or more Underlying Crypto Assets
makes it more susceptible to any single occurrence affecting such Underlying
Crypto Asset(s) and related ETPs and crypto-related investments, and may subject
a Fund to greater market risk than more diversified funds.
The
remaining principal risks are presented in alphabetical order to facilitate
finding particular risks and comparing them with those of other
funds.
•Calculation
Methodology Risk. Each
Fund’s Index relies directly or indirectly on various sources of information to
assess the criteria of constituents included in the Index, including information
that may be based on assumptions and estimates. None of the Fund, the Adviser,
or Sub-Adviser can offer assurances that the Index’s calculation methodology or
sources of information will provide an accurate assessment of included
constituents or a correct valuation of securities, nor can they guarantee the
availability or timeliness of the production of the Index
•Cash
Transaction Risk.
Each Fund expects to effect all of its creations and redemptions for cash,
rather than in-kind securities. A Fund may be required to sell or unwind
portfolio investments to obtain the cash needed to distribute redemption
proceeds. This may cause a Fund to recognize a capital gain that it might not
have recognized if it had made a redemption in-kind. As a result, a Fund may pay
out higher annual capital gain distributions than if the in-kind redemption
process was used. The use of cash creations and redemptions may also cause a
Fund’s shares to trade in the market at wider bid-ask spreads or greater
premiums or discounts to such Fund’s NAV. As a practical matter, only
institutions and large investors, such as market makers or other large broker
dealers, create or redeem shares directly through a Fund. Most investors will
buy and sell shares of a Fund on an exchange through a broker-dealer.
Furthermore, a Fund may not be able to execute cash transactions for creation
and redemption purposes at the same price used to determine such Fund’s NAV. To
the extent that the maximum additional charge for creation or redemption
transactions is insufficient to cover the execution shortfall, a Fund’s
performance could be negatively impacted.
•Clearing
Broker Risk. The
failure or bankruptcy of a Fund’s and its respective Subsidiary’s clearing
broker could result in a substantial loss of Fund assets. Under current CFTC
regulations, a clearing broker maintains customers’ assets in a bulk segregated
account. If a clearing broker fails to do so, or is unable to satisfy a
substantial deficit in a customer account, its other customers may be subject to
risk of loss of their funds in the event of that clearing broker’s bankruptcy.
In that event, the clearing broker’s customers, such as a Fund and its
respective Subsidiary, are entitled to recover, even in respect of property
specifically traceable to them, only a proportional share of all property
available for distribution to all of that clearing broker’s
customers.
•Collateral
Securities Risk.
Collateral may include obligations issued or guaranteed by the U.S. government
and its agencies and instrumentalities, including bills, notes and bonds issued
by the U.S. Treasury, as well as money market funds and corporate debt
securities, U.S. government securities include securities that are issued or
guaranteed by the U.S. Treasury, by various agencies of the U.S. government, or
by various instrumentalities which have been established or sponsored by the
U.S. government. U.S. Treasury securities are backed by the “full faith and
credit” of the United States. Securities issued or guaranteed by federal
agencies and U.S. government-sponsored instrumentalities may or may not be
backed by the full faith and credit of the United States. In the case of those
U.S. government securities not backed by the full faith and credit of the United
States, the investor must look principally to the agency or instrumentality
issuing or guaranteeing the security for ultimate repayment, and may not be able
to assert a claim against the United States itself in the event that the agency
or instrumentality does not meet its commitment. The U.S. government and its
agencies and instrumentalities do not guarantee the market value of their
securities, and consequently, the value of such securities may fluctuate. A
Fund’s investments in U.S. government securities will change in value in
response to interest rate changes and other factors, such as the perception of
an issuer’s creditworthiness.
Money
market funds are subject to management fees and other expenses, and a Fund’s
investments in money market funds will cause it to bear proportionately the
costs incurred by the money market funds’ operations while simultaneously paying
its own management fees and expenses. An investment in a money market fund is
not insured or guaranteed by the Federal Deposit Insurance Corporation or any
other government agency. Money market funds may not have the value of their
investments remain at $1.00 per share; it is possible to lose money by investing
in a money market fund.
Corporate
debt securities such as commercial paper generally are short-term unsecured
promissory notes issued by businesses. Corporate debt securities carry both
credit risk and interest rate risk. Credit risk is the risk that the issuer of a
corporate debt security is unable to pay interest or repay principal when it is
due and the holder of the corporate debt security could lose money. Interest
rate risk is the risk that interest rates rise and fall over time. For example,
the value of fixed-income securities generally decrease when interest rates
rise, which may cause a Fund’s value to decrease. Also, investments in
fixed-income securities with longer maturities fluctuate more in response to
interest rate changes. Some corporate debt securities that are rated below
investment-grade generally are considered speculative because they present a
greater risk of loss, including default, than higher quality debt
securities.
•Commodity
Pool Regulatory Risk. A
Fund’s investment exposure to commodities futures will cause it to be deemed to
be a commodity pool, thereby subjecting such Fund to regulation under the CEA
and CFTC rules. The Adviser is registered as a CPO, and each Fund will be
operated in accordance with applicable CFTC rules, as well as the regulatory
scheme applicable to registered investment companies. Registration as a CPO
imposes additional compliance obligations on the Adviser and a Fund related to
additional laws, regulations, and enforcement policies, which could increase
compliance costs and may affect the operations and financial performance of such
Fund. However, a Fund’s status as a commodity pool and the Adviser’s
registration as a CPO are not expected to materially adversely affect a Fund’s
ability to achieve its investment objective. The CFTC has not passed on the
adequacy of this Prospectus.
•Counterparty
Risk.
Counterparty risk is the risk that a counterparty to Fund transactions
(e.g.,
swap transactions) will be unable or unwilling to perform its contractual
obligation to the Fund. A Fund generally enters into derivatives transactions,
such as futures contracts and swap agreements, with counterparties such that
either party can terminate the contract without penalty prior to the termination
date. A Fund may be negatively impacted if a counterparty becomes bankrupt or
otherwise fails to perform its obligations under such a contract, if any
collateral posted by the counterparty for the benefit of the Fund is
insufficient, or if there are delays in the Fund’s ability to access such
collateral. If the counterparty becomes bankrupt or defaults on its payment
obligations to a Fund, the Fund may experience significant delays in obtaining
any recovery, may obtain only a limited recovery, or may obtain no recovery, and
the value of an investment held by the Fund may decline. A Fund also may not be
able to exercise remedies, such as the termination of transactions, netting of
obligations, and realization on collateral, if such remedies are stayed or
eliminated under special resolutions adopted in the United States, the European
Union, and various other jurisdictions. European Union rules and regulations
intervene when a financial institution is experiencing financial difficulties
and could reduce, eliminate, or convert a counterparty’s obligations to a Fund
to equity (sometimes referred to as a “bail-in”).
A
Fund typically enters into transactions with counterparties that present minimal
risks based on the Sub-Adviser’s assessment of the counterparty’s
creditworthiness, or its capacity to meet its financial obligations during the
term of the derivative agreement or contract. The Sub-Adviser considers factors
such as counterparty credit rating among other factors when determining whether
a counterparty is creditworthy. The Sub-Adviser regularly monitors the
creditworthiness of each counterparty with which a Fund transacts. A Fund
generally enters into swap agreements or other financial instruments with major
financial intermediaries and seeks to mitigate risks by generally requiring that
the counterparties for the Fund post collateral, marked to market daily, in an
amount approximately equal to what the counterparty owes the Fund, subject to
certain minimum thresholds. To the extent any such collateral is insufficient or
there are delays in accessing the collateral, a Fund will be exposed to the
risks described above. If a counterparty’s credit rating declines, a Fund may be
subject to a bail-in, as described above.
In
addition, a Fund may enter into swap agreements with a limited number of
counterparties, which may increase the Fund’s exposure to counterparty credit
risk. To the extent a Fund’s counterparties are concentrated in the financial
services sector, such Fund bears the risk that those counterparties may be
adversely affected by legislative or regulatory changes, adverse market
conditions, increased competition, and/or wide scale credit losses resulting
from financial difficulties or borrowers affecting the sector. There is a risk
that no suitable counterparties are willing to enter into, or continue to enter
into, transactions with a Fund and, as a result, the Fund may not be able to
achieve its investment objective. Additionally, although a counterparty to a
centrally cleared swap agreement is often backed by a FCM or a clearing
organization that is further backed by a group of financial institutions, there
may be instances in which a FCM or a clearing organization would fail to perform
its obligations, causing significant losses to a Fund. The markets for certain
derivatives, including those located in certain foreign countries, are
relatively new and still developing, which may expose the Fund to increased
counterparty credit and liquidity risks.
•Crypto-Related
Company Risk. If
a Fund is unable to obtain its desired exposure to crypto-related investments,
the Fund may obtain exposure by investing in securities of “crypto-related
companies.” There can be no assurance that the returns of crypto-related
companies will correspond, or be closely-related, to the performance of a
particular Underlying Crypto Asset or the Underlying Crypto Assets as a whole.
Crypto-related companies face rapid changes in technology, intense competition
including the development and acceptance of competing platforms or technologies,
loss or impairment of intellectual property rights, cyclical economic patterns,
shifting consumer preferences, evolving industry standards, adverse effects of
changes to a network’s or software’s protocols, a rapidly changing regulatory
environment, and dependency on certain key personnel (including highly skilled
financial services professionals and software engineers). Crypto-related
companies may be susceptible to operational and information security risks
including those associated with hardware or software failures, interruptions, or
delays in service by third party vendors, and security breaches. Certain
crypto-related companies may be subject to the risks associated with investing
directly in Underlying Crypto Assets.
•Cybersecurity
Risk.
With the increased use of technologies such as the Internet and the dependence
on computer systems to perform business and operational functions, funds (such
as a Fund) and their service providers may be prone to operational and
information security risks resulting from cyber-attacks and/or technological
malfunctions. In general, cyber-attacks are deliberate, but unintentional events
may have similar effects. Cyber-attacks include, among others, stealing or
corrupting data maintained online or digitally, preventing legitimate users from
accessing information or services on a website, releasing confidential
information without authorization, and causing operational disruption.
Cybersecurity incidents may allow an unauthorized party to gain access to Fund
assets or proprietary information, or cause a Fund, the Adviser, the Sub-Adviser
and/or other service providers (including custodians and financial
intermediaries) to suffer data breaches or data corruption. Additionally,
cybersecurity failures or breaches of the electronic systems of a Fund, the
Adviser, the Sub-Adviser or the Fund’s other service providers, market makers,
APs, a Fund’s primary listing exchange or the issuers of securities in which a
Fund invests have the ability to disrupt and negatively affect the Fund’s
business operations, including the ability to purchase and sell Shares,
potentially resulting in financial losses to the Fund and its shareholders. For
instance, cyber-attacks or technical malfunctions may interfere with the
processing of shareholder or other transactions, affect a Fund’s ability to
calculate its NAV, cause the release of private shareholder information or
confidential Fund information, impede trading, cause reputational damage, and
subject the Fund to regulatory fines, penalties or financial losses,
reimbursement or other compensation costs, and additional compliance costs.
Cyber-attacks or technical malfunctions may render records of Fund assets and
transactions, shareholder ownership of Shares, and
other
data integral to the functioning of a Fund inaccessible or inaccurate or
incomplete. A Fund also may incur substantial costs for cybersecurity risk
management to prevent cyber incidents in the future. A Fund and its respective
shareholders could be negatively impacted as a result.
•Derivatives
Risk.
A Fund’s derivative investments have risks, including the imperfect correlation
between the value of such instruments and the underlying assets; the loss of
principal, including the potential loss of amounts greater than the initial
amount invested in the derivative instrument; and illiquidity of the derivative
investments. The derivatives used by a Fund may give rise to a form of leverage.
Leverage magnifies the potential for gain and may result in greater losses,
which in some cases may cause a Fund to liquidate other portfolio investments at
inopportune times (e.g.,
at a loss to comply with limits on leverage and asset segregation requirements
imposed by the 1940 Act or when the Sub-Adviser otherwise would have preferred
to hold the investment) or to meet redemption requests. Certain of a Fund’s
transactions in derivatives could also affect the amount, timing, and character
of distributions to shareholders, which may result in such Fund realizing more
short-term capital gain and ordinary income subject to tax at ordinary income
tax rates than it would if it did not engage in such transactions, which may
adversely impact such Fund’s after-tax returns. To the extent a Fund invests in
such derivative instruments, the value of such Fund’s portfolio is likely to
experience greater volatility over short-term periods. Certain derivatives are
also subject to counterparty risk, which is the risk that the other party in the
transaction will not fulfill its contractual obligations. The use of derivatives
is a highly specialized activity that involves investment techniques and risks
different from those of investments in more traditional securities and
instruments.
◦Futures
Contracts Risk. The
successful use of futures contracts draws upon the Adviser’s and Sub-Adviser’s
skill and experience with respect to such instruments and is subject to special
risk considerations. The primary risks associated with the use of futures
contracts, which may adversely affect a Fund’s NAV and total return, are: (a)
the imperfect correlation between the change in market value of the futures
contract and the price of underlying asset; (b) possible lack of a liquid market
for a futures contract and the resulting inability to close a forward or futures
contract when desired; (c) losses caused by unanticipated market movements,
which are potentially unlimited; (d) Adviser’s and the Sub-Adviser’s inability
to predict correctly the direction of securities prices, interest rates,
currency exchange rates and other economic factors; (e) the possibility that the
counterparty will default in the performance of its obligations; and (f) if a
Fund has insufficient cash, it may have to sell investments from its portfolio
to meet daily variation margin requirements, and such Fund may have to sell
investments at a time when it maybe disadvantageous to do so. If a Fund’s
ability to obtain exposure to commodities futures consistent with its investment
objective is disrupted for any reason, including limited liquidity in the
commodities futures market, a disruption to the commodities futures, or as a
result of margin requirements or position limits imposed by the Fund’s FCMs, the
DCM, or the CFTC on the Fund, the Adviser or the Sub-Adviser, the Fund would not
be able to achieve its investment objective and may experience significant
losses. FCMs act as the intermediaries between customers and exchanges
facilitating transactions in commodity derivatives. DCMs are the exchanges on
which these transactions occur.
Investment
in exchange-traded futures contracts may expose a Fund to the risks of a
clearing broker (or a FCM). Under current regulations, a clearing broker or FCM
maintains customers’ assets in a bulk segregated account. There is a risk that
Fund assets deposited with the clearing broker to serve as margin may be used to
satisfy the broker’s own obligations or the losses of the broker’s other
clients. In the event of default, a Fund could experience lengthy delays in
recovering some or all of its assets and may not see any recovery at all.
Because futures contracts project price levels in the future, market
circumstances may cause a discrepancy between the price of a futures contract
and the movement in the underlying asset. In the event of adverse price
movements, a Fund may be required to post additional “variation margin” to
satisfy the necessary collateral requirements of the FCM. The Subsidiary intends
to invest in futures contracts, which requires that the Subsidiary and/or its
parent Fund maintain liquid assets sufficient to satisfy any margin or similar
trading account maintenance requirements.
◦Cost
of Futures Investment Risk. When
a commodities futures contract is nearing expiration, a Fund will generally sell
it and use the proceeds to buy a commodities futures contract with a later
expiration date. This is commonly referred to as “rolling.” The price of
commodities futures contracts further from expiration may be higher (a condition
known as “contango”) or lower (a condition known as “backwardation”), which can
affect a Fund’s performance. The futures contracts markets have experienced, and
are likely to experience again in the future, extended periods in which contango
or backwardation have affected various types of futures contracts. These
extended periods have caused in the past, and may cause in the future,
significant losses. In addition, the costs associated with rolling commodities
futures contracts typically are substantially higher than the costs associated
with other futures contracts and may have a significant adverse impact on the
performance of a Fund. Because of the frequency with which a Fund expects to
roll commodities futures contracts, the effects of such contango or
backwardation may be greater than would be the case if such Fund experienced
lower portfolio turnover.
◦Swap
Agreements Risk.
Swap agreements are contracts for periods ranging from one day to more than one
year and may be negotiated bilaterally and traded OTC between two parties or,
for certain standardized swaps, must be exchange-traded through a FCM or swap
execution facility and/or cleared through a clearinghouse that serves as a
central counterparty. In a standard swap transaction, two parties agree to
exchange the returns (or differentials in rates of return) earned or realized on
particular predetermined investments or instruments. A Fund may enter into swap
agreements, including, but not limited to
total
return swaps, index swaps, interest rate swaps, municipal market data rate
locks, and credit default swaps. A Fund may utilize swap agreements in an
attempt to gain exposure to certain securities without purchasing those
securities to speculate on the movement of such securities or to hedge a
position. Swap agreements may be subject to fees and expenses, and by investing
in swaps indirectly through the Fund, a shareholder will bear the expenses of
such derivatives in addition to expenses of the Funds. Risks associated with the
use of swap agreements are different from those associated with ordinary
portfolio securities transactions, largely due to the fact they could be
considered illiquid and many swaps currently trade on the OTC market. Swaps are
particularly subject to counterparty credit, correlation, valuation, liquidity
and leveraging risks and could result in substantial losses to a
Fund.
As
noted above, certain standardized swaps are subject to mandatory exchange
trading and central clearing. While exchange trading and central clearing are
intended to reduce counterparty credit risk and increase liquidity, they do not
make swap transactions risk-free. Additionally, the CFTC and other applicable
regulators have adopted rules imposing certain margin requirements, including
minimums, on OTC swaps, which may result in a Fund and its counterparties
posting higher margin amounts for OTC swaps, which could increase the cost of
swap transactions to a Fund and impose added operational complexity. The
Dodd-Frank Act and related regulatory developments require the clearing and
exchange-trading of many OTC derivative instruments that the CFTC and the SEC
have defined as “swaps.” Mandatory exchange-trading and clearing are occurring
on a phased-in basis based on the type of market participant and CFTC approval
of contracts for central clearing. The Sub-Adviser will continue to monitor
developments in this area, particularly to the extent regulatory changes affect
a Fund’s ability to enter into swap agreements.
◦Swaps
Capacity Risk.
If a Fund’s or a Subsidiary’s ability to obtain exposure to swaps consistent
with its investment objective is disrupted for any reason including, for
example, limited liquidity in the market for a particular Underlying Crypto
Asset, a disruption to the market for a particular Underlying Crypto Asset, or
as a result of margin requirements or other limitations imposed by a Fund’s
swaps dealers or the CFTC or other regulators, the Fund may not be able to
achieve its investment objective and may experience significant
losses.
In
such circumstances, the Adviser or Sub-Adviser intends to take such action as it
believes appropriate and in the best interest of a Fund. Any disruption in a
Fund’s or a Subsidiary’s ability to obtain exposure to swaps will cause the
Fund’s performance to deviate from the performance of the Underlying Crypto
Asset. Additionally, the ability of a Fund or a Subsidiary to obtain exposure to
swaps is limited by certain tax rules that limit the amount a Fund can invest in
the Subsidiary as of the end of each tax quarter. Exceeding this amount may have
tax consequences. See “Tax Risk” for more information.
Margin
levels for swap contracts based on an Underlying Crypto Asset may be
substantially higher than margin requirements for more established swaps and
futures contracts. Additionally, margin requirements are subject to change, and
may be raised in the future by swaps dealers or regulators. High margin
requirements could prevent a Fund, or a Subsidiary, from obtaining sufficient
exposure to the Underlying Crypto Asset-based swaps and may adversely affect its
ability to achieve its investment objective. Further, swaps counterparties
utilized by a Fund or Subsidiary may impose limits on the amount of exposure to
swaps contracts the Fund or Subsidiary can obtain through such counterparty. If
a Fund or Subsidiary cannot obtain sufficient exposure to the Underlying Crypto
Asset-based swaps, the Fund may not be able to achieve its investment
objective.
◦Options
Risk. The
buyer of an option acquires the right, but not the obligation, to buy (a call
option) or sell (a put option) a certain quantity of a security (the underlying
security) or instrument, including a futures contract or swap, at a certain
price up to a specified point in time. The seller or writer of an option is
obligated to sell (a call option) or buy (a put option) the underlying
instrument. When a Fund sells an option, it gains the amount of the premium it
receives, but also incurs a liability representing the value of the option it
has sold until the option is either exercised and finishes “in the money,”
meaning it has value and can be sold, or the option expires worthless, or the
expiration of the option is “rolled,” or extended forward. The value of the
options in which the Fund invests is based partly on the volatility used by
market participants to price such options (i.e.,
implied volatility). Accordingly, increases in the implied volatility of such
options will cause the value of such options to increase (even if the prices of
the options’ underlying assets do not change), which will result in a
corresponding increase in the liabilities of the Fund under such options and
thus decrease the Fund’s NAV.
Options
are often used to manage or hedge risk because they enable an investor to buy or
sell an asset in the future at an agreed-upon price. Options used by a Fund to
reduce volatility may not perform as intended and may not fully protect the Fund
against declines in the value of its portfolio investments. Options also are
used for other reasons, such as to manage exposure to changes in interest rates
and bond prices; as an efficient means of adjusting overall exposure to certain
markets; in an effort to enhance income; to protect the value of portfolio
securities or other instruments; and to adjust portfolio duration.
Options
are subject to correlation risk. The writing and purchasing of options are
highly specialized activities as the successful use of options depends on the
Sub-Adviser’s ability to correctly predict future price fluctuations and the
degree of correlation between the markets for options and the underlying
instruments. Exchanges can limit the number of positions that can be held or
controlled by a Fund or its Sub-Adviser, thus limiting the ability to implement
the Fund’s strategies. Options also are particularly subject to leverage risk
and can be subject to liquidity risk. Because option premiums paid or received
by
a
Fund are small in relation to the market value of the investments underlying the
options, the Fund is exposed to the risk that buying and selling put and call
options can be more speculative than investing directly in
securities.
Purchasing
put options may result in a Fund’s loss of premiums paid in the event that the
put options expire unexercised. To the extent that a Fund reduces its put option
holdings relative to the number of call options sold by the Fund, the Fund’s
ability to mitigate losses in the event of a market decline will be
reduced.
◦Foreign
Exchange-Traded Options. Participation
in foreign options transactions involves the execution and clearing of trades
on, or subject to the rules of, a foreign board of trade. Neither the National
Futures Association nor any domestic exchange regulates activities of any
foreign boards of trade, including the execution, delivery, and clearing of
transactions, or has the power to compel enforcement of the rules of a foreign
board of trade or any applicable foreign law. This is true even if the exchange
is formally linked to a domestic market so that a position taken on the market
may be liquidated by a transaction on another market. Moreover, such laws or
regulations will vary depending on the foreign country in which the foreign
options transaction occurs. For these reasons, when the funds trade foreign
options contracts, they may not be afforded certain of the protective measures
provided by the Commodity Exchange Act, the CFTC’s regulations, and the rules of
the National Futures Association and any domestic exchange, including the right
to use reparations proceedings before the CFTC and arbitration proceedings
provided by the National Futures Association or any domestic futures exchange.
In particular, proceeds derived from foreign options transactions may not be
provided the same protections as proceeds derived from transactions on U.S.
exchanges. In addition, the price of any foreign options contract and,
therefore, the potential profit and loss thereon, may be affected by any
variance in the foreign exchange rate between the time the funds’ orders are
placed and the time they are liquidated, offset, or exercised.
•Early
Close/Trading Halt Risk.
An exchange or market may close or issue trading halts on specific investments,
or the ability to buy or sell certain securities or financial instruments may be
restricted, which may result in a Fund being unable to buy or sell certain
securities or financial instruments. In such circumstances, a Fund may be unable
to rebalance its portfolio, may be unable to accurately price its investments,
and/or may incur substantial trading losses.
•ETF
Risks.
Each Fund is an ETF and may invest in other ETFs. As a result, it is exposed to
the following risks:
◦Authorized
Participants, Market Makers, and Liquidity Providers Concentration
Risk.
A Fund has a limited number of financial institutions that may act as APs. In
addition, there may be a limited number of market makers and/or liquidity
providers in the marketplace. Shares may trade at a material discount to NAV and
possibly face delisting if either: (i) APs exit the business or otherwise become
unable to process creation and/or redemption orders and no other APs step
forward to perform these services, or (ii) market makers and/or liquidity
providers exit the business or significantly reduce their business activities
and no other entities step forward to perform their functions.
◦Costs
of Buying or Selling Shares Risk.
Investors buying or selling Shares in the secondary market will pay brokerage
commissions or other charges imposed by brokers, as determined by that broker.
Brokerage commissions are often a fixed amount and may be a significant
proportional cost for investors seeking to buy or sell relatively small amounts
of Shares. In addition, secondary market investors also will incur the cost of
the difference between the price at which an investor is willing to buy Shares
(the “bid” price) and the price at which an investor is willing to sell Shares
(the “ask” price). This difference in bid and ask prices is often referred to as
the “spread” or “bid/ask spread.” The bid/ask spread varies over time for Shares
based on trading volume and market liquidity and is generally lower if Shares
have more trading volume and market liquidity and higher if Shares have little
trading volume and market liquidity. Further, a relatively small investor base
in a Fund, asset swings in a Fund and/or increased market volatility may cause
increased bid/ask spreads. Due to the costs of buying or selling Shares,
including brokerage commissions imposed by brokers and bid/ask spreads, frequent
trading of Shares may significantly reduce investment results and an investment
in Shares may not be advisable for investors who anticipate regularly making
small investments.
◦Shares
May Trade at Prices Other Than NAV Risk.
As with all ETFs, Shares may be bought and sold in the secondary market at
market prices. Although it is expected that the market price of Shares will
approximate a Fund’s NAV, there may be times when the market price of Shares is
more than the NAV intra-day (premium) or less than the NAV intra-day (discount)
due to supply and demand of Shares or during periods of market volatility. This
risk is heightened in times of market volatility or periods of steep market
declines and periods when there is limited trading activity for Shares in the
secondary market, in which case such premiums or discounts may be significant.
The market price of Shares during the trading day, like the price of any
exchange-traded security, includes a “bid/ask” spread charged by the exchange
specialist, market makers or other participants that trade Shares. In times of
severe market disruption, the bid/ask spread can increase significantly. At
those times, Shares are most likely to be traded at a discount to NAV, and the
discount is likely to be greatest when the price of Shares is falling fastest,
which may be the time that you most want to sell your Shares. The Sub-Adviser
believes that, under normal market conditions, large market price discounts or
premiums to NAV will not be sustained because of arbitrage opportunities.
Because a Fund may hold securities that trade on foreign exchanges that are
closed when such Fund’s primary listing exchange is open, such Fund is likely to
experience premiums or discounts greater than those of ETFs that invest in and
hold only securities and other investments that are listed and trade in the U.S.
◦Trading
Risk.
Although Shares are listed for trading on the Exchange and may be listed or
traded on U.S. and non-U.S. stock exchanges other than the Exchange, there can
be no assurance that an active trading market for such Shares will develop or be
maintained. Trading in Shares may be halted due to market conditions or for
reasons that, in the view of the Exchange, make trading in Shares inadvisable.
In addition, trading in Shares on the Exchange is subject to trading halts
caused by extraordinary market volatility pursuant to Exchange “circuit breaker”
rules, which temporarily halt trading on the Exchange when a decline in the
S&P 500®
Index during a single day reaches certain thresholds (e.g.,
7%, 13%, and 20%). Additional rules applicable to the Exchange may halt trading
in Shares when extraordinary volatility causes sudden, significant swings in the
market price of Shares. There can be no assurance that Shares will trade with
any volume, or at all, on any stock exchange. In stressed market conditions, the
liquidity of Shares may begin to mirror the liquidity of a Fund’s underlying
portfolio holdings, which can be significantly less liquid than Shares.
•ETP
Risk.
Each Fund may invest in ETPs or use them as reference assets for derivative
instruments such as swaps. ETP shares trade like exchange-traded funds on a
securities exchange. The price of an ETP is derived from and based upon the
value of its underlying assets or investments. However, shares of ETPs are not
traded at net asset value, but may trade at prices above or below the value of
their underlying portfolios. The level of risk involved in the purchase or sale
of ETP is similar to the risk involved in the purchase or sale of an exchange
traded fund, except that the pricing mechanism for ETP is based on a basket of
the ETP’s investments and cash. Thus, the risks of owning an ETP generally
reflects the risks of owning the underlying investment and cash that the ETP
holds. Certain ETPs have a limited history of operations. Because certain ETPs
are relatively new products, their shares may have a lack of liquidity, which
could result in the market price of the ETP shares being more volatile than the
underlying portfolio of investments and cash. In addition, an actual trading
market may not develop for ETP shares and the listing exchange may halt trading
of ETP’s shares. ETPs may be subject to management fees and other fees that may
increase their costs versus the costs of owning the underlying investments
directly. A Fund will indirectly bear its proportionate share of management fees
and other expenses that are charged by an ETP in addition to the management fees
and other expenses paid by the Fund. The Fund will pay brokerage commissions in
connection with the purchase and sale of shares of ETPs.
If
the process of creation and redemption of baskets for the ETPs encounters any
unanticipated difficulties, the possibility for arbitrage transactions by APs
intended to keep the price of the shares closely linked to the price of the
Underlying Crypto Asset(s) may not exist and, as a result, the price of the
shares may fall or otherwise diverge from net asset value. The liquidity of the
shares may also be affected by the withdrawal from participation of APs.
Security threats to the ETP account at the custodian could result in the halting
of the ETP’s operations and a loss of the ETP’s assets or damage to the
reputation of the ETP, each of which could result in a reduction in the value of
a Fund’s Shares. The price used to calculate the value of the ETP’s Underlying
Crypto Asset(s) may be volatile, adversely affecting the value of the Shares. If
the ETP’s custodian agreement is terminated or its custodian fails to provide
services as required, the ETP may need to find and appoint a replacement
custodian, which could pose a challenge to the safekeeping of the ETP’s
Underlying Crypto Asset(s), and the ETP’s ability to continue to operate may be
adversely affected. Loss of a critical banking relationship for, or the failure
of a bank used by, the ETP’s prime execution agent could adversely impact the
ETP’s ability to create or redeem baskets, or could cause losses to the ETPs. An
ETP may suspend the issuance of shares at any time which will impact the price
of shares of an ETP, resulting in significant difference (premium/discount)
between the ETP’s market price and its net asset value. Additionally, the Funds
may be unable to transact in the shares of the ETP at an acceptable price and
therefore a Fund may be unable to achieve its investment objective.
◦Staking
Risk.
When an ETP in which the Funds invest stakes an Underlying Crypto Asset, the
Underlying Crypto Asset is subject to the risks attendant to staking generally,
such as illiquidity, reliance on third-party service providers, slashing, missed
rewards, and validator problems and errors. Staking requires that the ETP lock
up the staked Underlying Crypto Asset, meaning that the ETP cannot sell or
transfer the staked Underlying Crypto Asset. The ETP is subject to the market
price volatility of the Underlying Crypto Asset, and it may miss opportunities
to sell the staked Underlying Crypto Asset during opportune times. Staking an
Underlying Crypto Asset may involve the risk of slashing and concentration risk.
Slashing is a penalty imposed on network validators for actions that threaten
the blockchain’s integrity and can potentially lead to a significant loss of
staked principal. Concentration risks associated with staking include staking
activities occurring through a concentrated group of software providers and
cloud infrastructure providers that offer staking services to the ETP. Staked
Underlying Crypto Assets are also subject to security breaches, network downtime
or attacks, smart contract vulnerabilities, and validator or custodian failure
or compromise, which can result in a complete loss of the staked Underlying
Crypto Assets or a loss of any rewards. The loss of the staked Underlying Crypto
Asset (either in whole or partially) during the staking period will have a
material adverse effect on the ETP.
•Foreign
Securities Risk.
The ETPs in which a Fund may invest (or use as a reference asset) may be
domiciled in foreign countries and listed on foreign exchanges. ETPs domiciled
in Europe may be less liquid than U.S. ETPs and their trading activity may be
fractured as a result of listing on multiple exchanges. A European ETP may also
trade in multiple currencies. Changes in currency exchange rates affect the
value of investments denominated in a foreign currency, and therefore the value
of such investments in a Fund’s portfolio. A Fund’s net asset value could
decline if a currency to which the Fund has exposure depreciates against the
U.S. dollar or if there are delays or limits on repatriation of such currency.
Currency exchange rates can be very volatile and can change quickly and
unpredictably. As a result, the value of an investment in a Fund may change
quickly and without warning.
Investments
in non-U.S. securities involve certain risks that may not be present with
investments in U.S. securities. These include risks of adverse changes in
foreign economic, political, regulatory and other conditions, or changes in
currency exchange rates or exchange control regulations (including limitations
on currency movements and exchanges). The securities of some foreign companies
may be less liquid and, at times, more volatile than securities of comparable
U.S. companies. There may be less information publicly available about a
non-U.S. issuer than a U.S. issuer. Non-U.S. issuers may be subject to different
accounting, auditing, financial reporting and investor protection standards than
U.S. issuers. Investments in non-U.S. securities also may be subject to
withholding or other taxes and may be subject to additional trading, settlement,
custodial, and operational risks. With respect to certain countries, there is
the possibility of government intervention and expropriation or nationalization
of assets. Because legal systems differ, there also is the possibility that it
will be difficult to obtain or enforce legal judgments in certain countries.
Since foreign exchanges may be open on days when a Fund does not price its
shares, the value of the securities in a Fund’s portfolio may change on days
when shareholders will not be able to purchase or sell the Fund’s shares.
Conversely, Shares may trade on days when foreign exchanges are closed. Each of
these factors can make investments in a Fund more volatile and potentially less
liquid than other types of investments.
•High
Portfolio Turnover Risk.
A Fund, through its respective Subsidiary, may frequently buy and sell
investments. Higher portfolio turnover may result in a Fund paying higher levels
of transaction costs and generating greater tax liabilities for shareholders.
Portfolio turnover risk may cause a Fund’s performance to be less than you
expect.
•Index
Provider Risk. There
is no assurance that the Index Provider, or any agents that act on its behalf,
will compile the Index accurately, or that the Index will be determined,
maintained, constructed, reconstituted, rebalanced, composed, calculated or
disseminated accurately. The Index Provider and its agents do not provide any
representation or warranty in relation to the quality, accuracy or completeness
of data in the Index, and do not guarantee that the Index will be calculated in
accordance with its stated methodology. The Adviser and Sub-Adviser(s) rely upon
the Index provider and its agents to accurately compile, maintain, construct,
reconstitute, rebalance, compose, calculate and disseminate the Index
accurately. Losses or costs associated with any Index Provider or agent errors
generally will be borne by a Fund and its shareholders. To correct any such
error, the Index Provider or its agents may carry out an unscheduled rebalance
of the Index or other modification of Index constituents or weightings.
Unscheduled rebalances also expose the Funds to additional tracking error
risk.
•Limited
Operating History Risk.
Each Fund is a recently organized investment company with a limited operating
history. As a result, prospective investors have a limited track record or
history on which to base their investment decision.
•Liquidity
Risk.
Liquidity risk exists when particular investments are difficult to purchase or
sell. To the extent a Fund invests in illiquid investments or investments that
become less liquid, such investments may have a negative effect on the returns
of such Fund because the Fund may be unable to sell the illiquid investments at
an advantageous time or price. To the extent that a Fund’s principal investment
strategies involve investing in securities with substantial market and/or credit
risk, such Fund will tend to have the greatest exposure to liquidity risk.
Liquid investments may become illiquid after purchase by a Fund, particularly
during periods of market turmoil. Illiquid investments may be harder to value,
especially in changing markets, and if such Fund is forced to sell these
investments to meet redemption requests or for other cash needs, the applicable
Fund may suffer a loss. There can be no assurance that an investment that is
deemed to be liquid when purchased will continue to be liquid for as long as it
is held by a Fund. The Adviser and Sub-Adviser will manage each Fund’s portfolio
assets to comply with applicable liquidity limits prescribed by the Funds’
liquidity risk management program, and no Fund will invest more than 15% of its
net assets in illiquid assets.
•Market
Risk. Market
risks, including political, regulatory, market, and economic or other
developments, and developments that impact specific economic sectors, industries
or segments of the market, can affect the value of a Fund’s Shares. Each Fund is
subject to the risk that the prices of, and the income generated by, securities
held by the Fund may decline significantly and/or rapidly in response to adverse
conditions or other developments, affecting (or that are perceived to affect)
individual companies or issuers, particular industries, or the market generally.
Such developments may include real or perceived changes in prevailing interest
rates, changes in inflation rates or expectations about inflation rates,
deflation, adverse investor confidence or sentiment, general outlook for
corporate earnings, changing economic, political (including geopolitical),
social or financial market conditions, bank failures, actual or threatened
imposition of tariffs (which may be imposed by U.S. and foreign governments) and
trade disruptions, recession, changes in currency and inflation rates, increased
instability or general uncertainty, environmental or natural disasters, extreme
weather or geological events, governmental actions, public health emergencies
(such as the spread of infectious diseases, pandemics and epidemics), debt
crises, terrorism, actual or threatened wars or other armed conflicts (such as
the armed conflicts across the Middle East and ongoing Russia-Ukraine war in
Europe, and the risk of expansion or collateral economic and other effects
thereof) or ratings downgrades, technological developments (including those
related to artificial intelligence) or failures (for example, widespread system
outages or disruptions or faulty updates to software applications) and other
similar events, each of which may be temporary or last for extended periods. For
example, the threat or actual imposition of tariffs, trade restrictions,
currency restrictions or similar actions (or retaliatory measures taken in
response to such actions) could adversely affect a Fund’s investments, including
by leading to price volatility, overall declines in the U.S. and global
investment markets, reduced liquidity and investment losses. These events have
caused, and may in the future cause, significant disruptions to business
operations, strained healthcare systems, disruptions to supply chains, large
expansion of government deficits and debt as
a
result of government actions to mitigate the effects of such events, and
widespread uncertainty regarding the long-term effects of such events. Such
events may cause the value of securities owned by a Fund to go up or down,
sometimes rapidly or unpredictably. There also is a risk that policy and
legislative changes by the U.S. Government and/or Federal Reserve, or certain
foreign governments and central banks, could cause increased volatility in
financial markets and higher levels of Fund redemptions, which could have a
negative impact on a Fund. These events may lead to periods of volatility and
increased redemptions, which could cause a Fund to experience a loss when
selling securities to meet redemption requests by shareholders. The risk of loss
increases if the redemption requests are unusually large or frequent. Markets
also tend to move in cycles, with periods of rising and falling prices. If there
is a general decline in the securities and other markets, your investment in a
Fund may lose value, regardless of the individual results of the securities and
other instruments in which a Fund invests.
These
or similar events could be prolonged and could adversely affect the value and
liquidity of a Fund’s investments, impair a Fund’s ability to satisfy redemption
requests, and negatively impact a Fund’s performance. Furthermore, economies and
financial markets throughout the world are becoming increasingly interconnected.
As a result, whether or not a Fund invests in securities of issuers located in
or with significant exposure to countries experiencing economic and financial
difficulties, the value and liquidity of a Fund’s investments may be negatively
affected.
•Non-Diversification
Risk.
Each Fund is considered to be non-diversified, which means that they may invest
a greater percentage of their assets in the securities of a single issuer or a
lesser number of issuers than if they were diversified funds. As a result, a
Fund may be more exposed to the risks associated with and developments affecting
an individual issuer or a lesser number of issuers than a fund that invests more
widely. This may increase a Fund’s volatility and cause the performance of a
relatively small number of issuers to have a greater impact on such Fund’s
performance.
•Passive
Investment Risk.
Each Fund is not actively managed, and the Sub-Adviser would not sell
investments due to current or projected underperformance of an Underlying Crypto
Asset, unless that Underlying Crypto Asset is removed from the Index or the
selling of investments providing exposure to the Underlying Crypto Asset is
otherwise required upon a rebalancing or reconstitution of the Index in
accordance with the Index methodology. Unlike with an actively managed fund, the
Sub-Adviser does not use techniques or defensive strategies designed to lessen
the effects of market volatility or to reduce the impact of periods of market
decline. This means that, based on market and economic conditions, the Fund’s
performance could be lower, or more volatile than other types of funds that may
actively shift their portfolio assets to take advantage of market opportunities
or to lessen the impact of a market decline.
•Reverse
Repurchase Agreements Risk. A
reverse repurchase agreement is the sale by a Fund of a debt obligation to a
party for a specified price, with the simultaneous agreement by the Fund to
repurchase that debt obligation from that party on a future date at an agreed
upon price. Similar to borrowing, reverse repurchase agreements provide a Fund
with cash for investment purposes, which creates leverage and subjects the Fund
to the risks of leverage. Reverse repurchase agreements also involve the risk
that the other party may fail to return the securities in a timely manner or at
all. A Fund could lose money if it is unable to recover the securities and the
value of collateral held by the Fund, including the value of the investments
made with cash collateral, is less than the value of securities. Reverse
repurchase agreements also create Fund expenses and require that a Fund have
sufficient cash available to purchase the debt obligations when required.
Reverse repurchase agreements also involve the risk that the market value of the
debt obligation that is the subject of the reverse repurchase agreement could
decline significantly below the price at which the applicable Fund is obligated
to repurchase the security. Furthermore, reverse repurchase agreements cost a
Fund interest expenses. Each Fund may enter into reverse repurchase agreements
with a limited number of counterparties, which may further expose the Fund to
the risk that a counterparty may be unwilling or unable to sell back the
investment contemplated by such arrangement or otherwise to meet its contractual
obligations.
•Subsidiary
Investment Risk. By
investing in a Subsidiary, the respective Fund is indirectly exposed to the
risks associated with such Subsidiary’s investments. The derivatives and other
investments held by a Subsidiary are generally similar to those that are
permitted to be held by the respective Fund and are subject to the same risks
that apply to similar investments if held directly by such Fund. A Subsidiary is
not registered under the 1940 Act, and, unless otherwise noted in this
Prospectus, is not subject to all the investor protections of the 1940 Act.
Changes in the laws of the United States and/or the Cayman Islands could result
in the inability of a Fund and/or its respective Subsidiary to continue to
operate as it does currently and could adversely affect such Fund. For example,
the Cayman Islands does not currently impose any income, corporate or capital
gains tax or withholding tax on a Subsidiary. If Cayman Islands law changes such
that a Subsidiary must pay Cayman Islands taxes, the applicable Fund
shareholders would likely suffer decreased investment returns.
•Tax
Risk. A
Fund may gain most of its exposure to the Underlying Crypto Assets through its
investment in its respective Subsidiary, which invests directly in derivatives
instruments, including swaps, futures contracts and options. In order for a Fund
to qualify as a RIC under Subchapter M of the Code, such Fund must, among other
requirements, derive at least 90% of its gross income for each taxable year from
sources generating “qualifying income” for purposes of the “qualifying income
test,” which is described in more detail in the section titled “Federal Income
Taxes” in the SAI. A Fund’s investment in its respective Subsidiary is expected
to provide such Fund with exposure to derivatives instruments within the
limitations of the federal tax requirements of Subchapter M of the Code for
qualification as a RIC. The “Subpart F” income (defined in Section 951 of the
Code to include passive income) of a Fund attributable to its investment in its
respective Subsidiary is “qualifying income” to such Fund to the
extent
that such income is derived with respect to the applicable Fund’s business of
investing in stock, securities or currencies. A Fund expects its “Subpart F”
income attributable to its investment in its respective Subsidiary to be derived
with respect to the Fund’s business of investing in stock, securities or
currencies and accordingly expects its “Subpart F” income attributable to its
investment in its respective Subsidiary to be treated as “qualifying income.” A
Fund generally will be required to include in its own taxable income and the
“Subpart F” income of its respective Subsidiary for a tax year, regardless of
whether such Fund receives a distribution of its respective Subsidiary’s income
in that tax year, and this income would nevertheless be subject to the
distribution requirement for qualification as a regulated investment company and
would be taken into account for purposes of the 4% excise tax. The Adviser will
carefully monitor a Fund’s investments in its respective Subsidiary to ensure
that no more than 25% of such Fund’s assets are invested in its respective
Subsidiary to comply with the Asset Diversification Test as described in more
detail in the SAI.
To
the extent a Fund invests in derivatives instruments directly such Fund will
seek to restrict its income from such instruments that do not generate
qualifying income to a maximum of 10% of their gross income (when combined with
its other investments that produce non-qualifying income) to comply with the
qualifying income test necessary for such Fund to qualify as a RIC under
Subchapter M of the Code. However, a Fund may generate more non-qualifying
income than anticipated, may not be able to generate qualifying income in a
particular taxable year at levels sufficient to meet the qualifying income test,
or may not be able to accurately predict the non-qualifying income from these
investments.
The
extent to which a Fund directly or indirectly invests in derivatives instruments
may be limited by the qualifying income and Asset Diversification Tests, which
such Fund must continue to satisfy to maintain its status as a RIC.
If
a Fund did not qualify as a RIC for any taxable year and certain relief
provisions are not available, such Fund’s taxable income would be subject to tax
at the Fund level and to a further tax at the shareholder level when such income
is distributed. In such event, in order to re-qualify for taxation as a RIC, a
Fund might be required to recognize unrealized gains, pay substantial taxes and
interest and make certain distributions. This would cause investors to incur
higher tax liabilities than they otherwise would have incurred and would have a
negative impact on Fund returns. In such event, the Board may determine to
reorganize or close a Fund or materially change such Fund’s investment objective
and strategies. In the event that a Fund fails to qualify as a RIC, such Fund
will promptly notify shareholders of the implications of that
failure.
•Tracking
Error Risk.
As with all index funds, the performance of a Fund and its Index may differ from
each other for a variety of reasons. For example, a Fund incurs operating
expenses and portfolio transaction costs not incurred by its Index. In addition,
a Fund may not be fully invested in the securities of the Index at all times or
may hold securities not included in the Index. The use of sampling techniques
may affect a Fund’s ability to achieve close correlation with its Index. Each
Fund may use a representative sampling strategy to achieve its investment
objective, if the Adviser believes it is in the best interest of the Fund, which
generally can be expected to produce a greater non-correlation
risk.
•Valuation
Risk.
A Fund or its respective Subsidiary may hold securities or other assets that may
be valued on the basis of factors other than readily available market
quotations. This may occur because the asset or security does not trade on a
centralized exchange, or in times of market turmoil or reduced liquidity. There
are multiple methods that can be used to value a portfolio holding when market
quotations are not readily available. The value established for any portfolio
holding at a point in time might differ from what would be produced using a
different methodology or if it had been priced using market quotations.
Portfolio holdings that are valued using techniques other than market
quotations, including “fair valued” assets or securities, may be subject to
greater fluctuation in their valuations from one day to the next than if market
quotations were used.
In
addition, there is no assurance that a Fund or its respective Subsidiary could
sell or close out a portfolio position for the value established for it at any
time, and it is possible that a Fund or its respective Subsidiary would incur a
loss because a portfolio position is sold or closed out at a discount to the
valuation established by such Fund or Subsidiary at that time. The Adviser’s
ability to value investments may be impacted by technological issues or errors
by pricing services or other third-party service providers.
•Volatility
Risk. The
value of certain of a Fund’s investments, including derivatives and
crypto-related investments, is subject to market risk. Market risk is the risk
that the value of the investments to which a Fund is exposed will fall, which
could occur due to general market or economic conditions or other
factors.
•Whipsaw
Markets Risk.
A Fund may be subject to the forces of “whipsaw” markets (as opposed to choppy
or stable markets), in which significant price movements develop but then
repeatedly reverse. “Whipsaw” describes a situation where a security’s price is
moving in one direction but then quickly pivots to move in the opposite
direction. There are two types of whipsaw patterns. The first involves an upward
movement in a price, which is then followed by a drastic downward move causing
the price to fall relative to its original position. The second type occurs when
a share price drops in value for a short time and then suddenly surges upward to
a positive gain relative to the original position. Such market conditions could
cause substantial losses to a Fund.
PORTFOLIO
HOLDINGS INFORMATION
Information
about each Fund’s daily portfolio holdings is available at www.21shares.com. A
complete description of the Funds’ policies and procedures with respect to the
disclosure of the Funds’ portfolio holdings is available in the Funds’ Statement
of Additional Information (the “SAI”).
MANAGEMENT
Investment
Adviser
Teucrium
Investment Advisors, LLC, located at Three Main Street, Suite 215, Burlington,
Vermont 05401, serves as the investment adviser for the Funds. The Adviser,
subject to the general supervision and oversight of the Board, provides an
investment management program for the Funds and manages the day-to-day
investment of the Funds’ assets. In addition, the Adviser provides investment
and operational oversight of the Sub-Adviser. The Adviser also arranges for
transfer agency, custody, fund administration, distribution and all other
services necessary for the Funds to operate. The Adviser is an SEC-registered
investment adviser wholly owned by Teucrium Trading, LLC.
The
Adviser continuously reviews, supervises, and administers each Fund’s investment
program. The Board supervises the Adviser and establishes policies that the
Adviser must follow in its day-to-day management activities. For the services it
provides to the Funds, the Adviser is entitled to a unified management fee,
which is calculated daily and paid monthly, at an annual rate based on each
Fund’s average daily net assets as set forth in the table below.
|
|
|
|
|
| |
|
Fund |
Management
Fee |
|
21Shares
FTSE Crypto 10 Index ETF |
0.50% |
|
21Shares
FTSE Crypto 10 ex-BTC Index ETF |
0.65% |
Pursuant
to an investment advisory agreement between the Trust, on behalf of the Funds,
and the Adviser (the “Advisory Agreement”), the Adviser has agreed to pay all
expenses of the Funds except the fee payable to the Adviser under the Advisory
Agreement, interest charges on any borrowings, dividends and other expenses on
securities sold short, taxes, brokerage commissions and other expenses incurred
in placing orders for the purchase and sale of securities and other investment
instruments, acquired fund fees and expenses, accrued deferred tax liability,
extraordinary expenses, and distribution fees and expenses paid by the Trust
under any distribution plan adopted pursuant to Rule 12b-1 under the 1940
Act.
A
discussion of the basis for the Board’s approval of the Advisory Agreement is
available in the Funds’ Form
N-CSR
filing with the SEC for the fiscal period ended December 31, 2025.
Investment
Sub-Adviser
21Shares
US LLC (the “Sub-Adviser”), a Delaware limited liability company located at 158
West 27th Street, 4th Floor, New York, New York, 10001, is responsible for the
day-to-day management of the Funds subject to the oversight of the Adviser. The
Sub-Adviser was founded in June 2021 and registered with the SEC in 2023.
Pursuant
to an investment sub-advisory agreement between the Trust, on behalf of each
Fund, the Adviser, and the Sub-Adviser (the “Sub-Advisory Agreement”), the
Sub-Adviser provides advice to the Adviser regarding the implementation of each
Fund’s investment strategy, such as in connection with any rebalancing or
reconstitution of their respective Index, subject to the oversight of the
Adviser and the Board. The Adviser may, in its sole discretion, consider the
advice provided by the Sub-Adviser when making investment decisions for the
Fund. For its services, the Sub-Adviser is entitled to a fee paid by the Adviser
from its management fee, which fee is calculated daily and paid monthly, at an
annual rate based on the accumulative average daily net assets of each fund
advised (or sponsored) by the Adviser and sub-advised by the Sub-Adviser, and
subject to a minimum annual fee as follows:
|
|
|
|
|
| |
| Fund |
Sub-Advisory
Fee |
|
21Shares
FTSE Crypto 10 Index ETF |
0.15% |
|
21Shares
FTSE Crypto 10 ex-BTC Index ETF |
0.20% |
A
discussion of the basis for the Board’s approval of the Funds’ Investment
Sub-Advisory Agreement is available in the Funds’ Form
N-CSR
filing with the SEC for the fiscal period ended December 31, 2025.
Fund
Sponsor
The
Adviser has entered into an agreement with the Sub-Adviser pursuant to which the
Sub-Adviser has agreed to provide certain support services to the Adviser,
including the payment of certain of the Adviser’s expenses, and the Adviser has
agreed to pay the Sub-Adviser from the Adviser’s revenues a fee based on the
assets of the Fund which are in addition to the fees paid pursuant to the
Sub-Advisory Agreement.
Management
of the Subsidiary
The
Adviser also serves as the investment adviser and has overall responsibility for
the general management and administration of each Fund’s Subsidiary, pursuant to
an investment advisory agreement between the Adviser and the Subsidiary. Under
each agreement, the Adviser provides the Subsidiary with the same type of
management services, under essentially the same terms, as it provides the Funds,
including that the Adviser has agreed to pay all expenses of the Subsidiary
except for the management fee paid to the Adviser pursuant to its investment
management agreement with the Subsidiary, interest charges on any borrowings,
taxes, brokerage commissions and other expenses incurred in placing orders for
the purchase and sale of securities and other investment instruments, acquired
fund fees and expenses, accrued deferred tax liability, and extraordinary
expenses. The Adviser has contractually agreed to waive the management fees of
0.50% to be paid to the Adviser by the Subsidiary for the Top 10 Fund and of
0.65% to be paid to the Adviser by the Subsidiary for the ex-BTC Fund. Each
waiver agreement will continue in effect for so long as the Fund invests in the
Subsidiary, and at least through April 30, 2027, and may be terminated only
by a Subsidiary’s Board of Directors at the conclusion of any one-year term, or
when the Adviser ceases to serve as the investment adviser to the Subsidiary.
The Subsidiaries have also entered into separate contracts for the provision of
custody, transfer agency, and accounting services with the same service
providers that provide those services to the Funds.
Portfolio
Managers
The
individuals identified below are jointly and primarily responsible for the
day-to-day management of each Fund’s portfolio.
Springer
Harris joined Teucrium Trading, LLC, the parent company of the Adviser, in April
2011. He has primary responsibilities for the Trade Operations for the Teucrium
Funds. Prior to joining the firm, Mr. Harris was an Account Executive with
Emergent Social Media Team at Weber Shandwick, a global public relations firm.
He graduated cum laude with a B.A. in Business Management.
Joran
Haugens joined Teucrium Trading, LLC in December of 2022. He has
responsibilities for trade operations and execution for the Teucrium Funds.
Prior to joining the firm, he worked as an account executive at ED&F Man
Capital with a focus on agricultural commodities providing support, information,
research, account management and execution for a wide range of customers. Mr.
Haugens has more than 20 years of experience in execution and is Series 3
certified.
Chris
Small joined Teucrium Trading, LLC in April of 2025. He is responsible for the
execution and implementation of Teucrium’s growing suite of ETF’s and
contributes to the development of new products in Teucrium’s multi-asset
white-label platform. Prior to joining the firm, he worked as the Director of
Trading at Boston-based asset manager Windham Capital from March 2015 until
December 2024. Mr. Small graduated from Middlebury College in Vermont and
studied economics, premedical coursework, and political science.
Andres
Valencia is the Executive Vice President of Investment Management at the
Sub-Adviser and a member of the Executive Committee. Before Mr. Valencia joined
the Sub-Adviser in June 2021, he was a VP of Operations at JPMorgan as part of
the Beta Strategies Group and helped launch and build the company’s ETF
business. Mr. Valencia has over ten years of experience managing ETFs. Mr.
Valencia started his career in Asset Servicing at Bank of New York Mellon
covering commodity and currency ETFs.
Jad
Haj Ali is a Director Portfolio Manager at the Sub-Adviser. A Series 3 holder,
Mr. Ali has been a part of the 21Shares’ portfolio management team since January
2023. Prior to joining the Sub-Adviser, Mr. Ali gained cryptocurrency trading
experience at Token Metrics Ventures where he worked as a quantitative trader
beginning in June 2020. Prior to his role at Token Metrics Ventures, Mr. Ali
completed his education. Mr. Ali earned a BS in Industrial Engineering from
Virginia Tech in 2019 and a MS in Operations Research and Financial Engineering
from Columbia University in 2020.
The
SAI provides additional information about the Portfolio Managers’ compensation
structure, other accounts managed by the Portfolio Managers and the Portfolio
Managers’ ownership of Shares.
Other
Service Providers
PINE
Distributors LLC, (the “Distributor”), located at 501 South Cherry Street, Suite
610, Denver, Colorado 80246, serves as distributor and principal underwriter to
the Funds. The Distributor will not distribute Shares in less than whole
Creation Units, and it does not maintain a secondary market in the Shares. The
Distributor is a broker-dealer registered under the Securities Exchange Act of
1934 and a member of the Financial Industry Regulatory Authority, Inc.
(“FINRA”). The Distributor has no role in determining the policies of the Funds
or the securities that are purchased or sold by a Fund and is not affiliated
with the Adviser, Sub-Adviser, or any of their respective
affiliates.
U.S.
Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services,
located at 615 East Michigan Street, Milwaukee, Wisconsin 53202, serves as the
administrator, transfer agent and index receipt agent (as applicable) for the
Funds.
U.S.
Bank National Association, located at 1555 North Rivercenter Drive, Suite 302,
Milwaukee, Wisconsin 53212, serves as the custodian for the Funds.
Morgan,
Lewis & Bockius LLP, located at 1111 Pennsylvania Avenue, N.W., Washington,
D.C. 20004, serves as legal counsel to the Trust.
Cohen
& Company, Ltd., located at 1835 Market Street, Suite 310, Philadelphia,
Pennsylvania 19103, serves as the Funds’ independent registered public
accounting firm. The independent registered public accounting firm is
responsible for auditing the annual financial statements of the Funds.
HOW
TO BUY AND SELL SHARES
Each
Fund issues and redeems Shares only in Creation Units at the NAV per share next
determined after receipt of an order from an AP. Only APs may acquire Shares
directly from a Fund, and only APs may tender their Shares for redemption
directly to a Fund, at NAV. APs must be a member or participant of a clearing
agency registered with the SEC and must execute a Participant Agreement that has
been agreed to by the Distributor, and that has been accepted by the Funds’
transfer agent, with respect to purchases and redemptions of Creation Units.
Once created, Shares trade in the secondary market in quantities less than a
Creation Unit.
Most
investors buy and sell Shares in secondary market transactions through brokers.
Individual Shares are listed for trading on the secondary market on the Exchange
and can be bought and sold throughout the trading day like other publicly traded
securities.
When
buying or selling Shares through a broker, you will incur customary brokerage
commissions and charges, and you may pay some or all of the spread between the
bid and the offer price in the secondary market on each leg of a round trip
(purchase and sale) transaction. In addition, because secondary market
transactions occur at market prices, you may pay more than NAV when you buy
Shares and receive less than NAV when you sell those Shares.
Book
Entry
Shares
are held in book-entry form, which means that no stock certificates are issued.
The Depository Trust Company (the “DTC”) or its nominee is the record owner of
all outstanding Shares.
Investors
owning Shares are beneficial owners as shown on the records of DTC or its
participants. DTC serves as the securities depository for all Shares. DTC’s
participants include securities brokers and dealers, banks, trust companies,
clearing corporations and other institutions that directly or indirectly
maintain a custodial relationship with DTC. As a beneficial owner of Shares, you
are not entitled to receive physical delivery of stock certificates or to have
Shares registered in your name, and you are not considered a registered owner of
Shares. Therefore, to exercise any right as an owner of Shares, you must rely
upon the procedures of DTC and its participants. These procedures are the same
as those that apply to any other securities that you hold in book entry or
“street name” through your brokerage account.
Frequent
Purchases and Redemptions of Shares
The
Funds impose no restrictions on the frequency of purchases and redemptions of
Shares. In determining not to approve a written, established policy, the Board
evaluated the risks of market timing activities by Fund shareholders. Purchases
and redemptions by APs, who are the only parties that may purchase or redeem
Shares directly from the Funds, are an essential part of the ETF process and
help keep Share trading prices in line with NAV. As such, the Funds accommodate
frequent purchases and redemptions by APs. However, frequent purchases and
redemptions for cash may increase tracking error and portfolio transaction costs
and lead to the realization of capital gains. The Funds’ fair valuation of their
holdings consistent with the 1940 Act and Rule 2a-5 thereunder and their ability
to impose transaction fees on purchases and redemptions of Creation Units to
cover the custodial and other costs incurred by the Funds in effecting trades
help to minimize the potential adverse consequences of frequent purchases and
redemptions.
Determination
of Net Asset Value
Each
Fund’s NAV is calculated as of the scheduled close of regular trading on the New
York Stock Exchange (the “NYSE”), generally 4:00 p.m. Eastern Time, each day the
NYSE is open for business. The NAV for a Fund is calculated by dividing the
applicable Fund’s net assets by its Shares outstanding.
In
calculating its NAV, each Fund generally values its assets at their current
market value based on readily available market quotations. With respect to
portfolio investments for which market quotations are not readily available or
deemed unreliable by the Adviser, the Fund will fair value those investments in
good faith in accordance with the Adviser’s valuation procedures as approved by
the Board and described below. Each Fund generally values equity securities
traded on any recognized U.S. or non-U.S. exchange, such as shares of ETPs and
ETFs, at the last sale price or official closing price on the exchange on which
they are principally traded. The Adviser generally values a Fund’s derivatives
investments at fair value consistent with the procedures described below using a
variety of information. For example, a Fund generally values its swap agreements
based on the reference assets’ (e.g., a Spot Crypto ETP) closing price on its
primary listing exchange or in the case of a reference asset that is an index,
the current value of the index. Similarly, futures generally will be fair valued
based on last sale price.
Fair
Value Pricing
The
Adviser has been designated by the Board as the valuation designee for the Funds
pursuant to Rule 2a-5 under the 1940 Act. In its capacity as valuation designee,
the Adviser has adopted procedures and methodologies to fair value Fund
investments whose market prices are not “readily available” or are deemed to be
unreliable. For example, such circumstances may arise when: (i) an investment
has been de-listed or has had its trading halted or suspended; (ii) an
investment’s primary pricing source is unable or unwilling to provide a price;
(iii) an investment’s primary trading market is closed during regular market
hours; or (iv) an investment’s value is
materially
affected by events occurring after the close of the investment’s primary trading
market. Generally, when fair valuing an investment held by a Fund, the Adviser
will take into account all reasonably available information that may be relevant
to a particular valuation including, but not limited to, fundamental analytical
data regarding the issuer, information relating to the issuer’s business, recent
trades or offers of the investment, general and/or specific market conditions
and the specific facts giving rise to the need to fair value the investment.
Fair value determinations are made in good faith and in accordance with the fair
value methodologies established by the Adviser. Due to the subjective and
variable nature of determining the fair value of a security or other investment,
there can be no assurance that the Adviser’s determined fair value will match or
closely correlate to any market quotation that subsequently becomes available or
the price quoted or published by other sources. In addition, a Fund may not be
able to obtain the fair value assigned to an investment if the Fund were to sell
such investment at or near the time its fair value is determined.
Investments
by Registered Investment Companies
Section
12(d)(1) of the 1940 Act and the rules thereunder limit investments by
registered investment companies in the securities of other investment companies.
Registered investment companies are permitted to invest in a Fund beyond the
limits set forth in section 12(d)(1), subject to certain terms and conditions,
including that such investment companies enter into an agreement with such Fund.
Delivery
of Shareholder Documents – Householding
Householding
is an option available to certain investors of the Funds. Householding is a
method of delivery, based on the preference of the individual investor, in which
a single copy of certain shareholder documents can be delivered to investors who
share the same address, even if their accounts are registered under different
names. Householding for the Funds is available through certain broker-dealers.
If you are interested in enrolling in householding and receiving a single copy
of prospectuses and other shareholder documents, please contact your
broker-dealer. If you are currently enrolled in householding and wish to change
your householding status, please contact your broker-dealer.
DIVIDENDS,
DISTRIBUTIONS, AND TAXES
Dividends
and Distributions
Each
Fund expects to pay out dividends, if any, in cash, and distribute any net
realized capital gains to its shareholders at least annually. Each Fund will
declare and pay capital gain distributions, if any, in cash. Distributions in
cash may be reinvested automatically in additional whole Shares only if the
broker through whom you purchased Shares makes such option available. Your
broker is responsible for distributing the income and capital gain distributions
to you.
Taxes
The
following discussion is a summary of certain important U.S. federal income tax
considerations generally applicable to investments in the Funds. Your investment
in a Fund may have other tax implications. Please consult your tax advisor about
the tax consequences of an investment in Shares, including the possible
application of foreign, state, and local tax laws. This summary does not apply
to Shares held in an IRA or other tax-qualified plans, which are generally not
subject to current tax. Transactions relating to Shares held in such accounts
may, however, be taxable at some time in the future. This summary is based on
current tax laws, which may change.
Each
Fund intends to qualify each year for treatment as a RIC within the meaning of
Subchapter M of the Code. If it meets certain minimum distribution requirements,
a RIC is not subject to tax at the fund level on income and gains from
investments that are timely distributed to shareholders. However, a Fund’s
failure to qualify as a RIC or to meet minimum distribution requirements would
result (if certain relief provisions were not available) in fund-level taxation
and, consequently, a reduction in income available for distribution to
shareholders.
Unless
your investment in Shares is made through a tax-exempt entity or tax-advantaged
account, such as an IRA, you need to be aware of the possible tax consequences
when a Fund makes distributions, when you sell your Shares listed on the
Exchange, and when you purchase or redeem Creation Units (APs only).
Taxes
on Distributions
Each
Fund intends to distribute, at least annually, substantially all of its net
investment income and net capital gains. For federal income tax purposes,
distributions of investment income are generally taxable as ordinary income or
qualified dividend income. Taxes on distributions of capital gains (if any) are
determined by how long a Fund owned the investments that generated them, rather
than how long a shareholder has owned his or her Shares. Sales of assets held by
a Fund for more than one year generally result in long-term capital gains and
losses, and sales of assets held by a Fund for one year or less generally result
in short-term capital gains and losses. Distributions of a Fund’s net capital
gain (the excess of net long-term capital gains over net short-term capital
losses) that are reported by such Fund as capital gain dividends (“Capital Gain
Dividends”) will be taxable as long-term capital gains, which for non-corporate
shareholders are subject to tax at reduced rates of up to 20% (lower rates apply
to individuals in lower tax brackets). Distributions of short-term capital gain
will generally be taxable as ordinary income. Dividends and distributions are
generally taxable to you whether you receive them in cash or reinvest them in
additional Shares.
Distributions
reported by a Fund as “qualified dividend income” are generally taxed to
non-corporate shareholders at rates applicable to long-term capital gains,
provided holding period and other requirements are met. “Qualified dividend
income” generally is income
derived
from dividends paid by U.S. corporations or certain foreign corporations that
are either incorporated in a U.S. possession or eligible for tax benefits under
certain U.S. income tax treaties. In addition, dividends that a Fund receives in
respect of stock of certain foreign corporations may be qualified dividend
income if that stock is readily tradable on an established U.S. securities
market. Corporate shareholders may be entitled to a dividends received deduction
for the portion of dividends they receive from a Fund that are attributable to
dividends received by the Fund from U.S. corporations, subject to certain
limitations. For such dividends to be taxed as qualified dividend income to a
non-corporate shareholder, a Fund must satisfy certain holding period
requirements with respect to the underlying stock and the non-corporate
shareholder must satisfy holding period requirements with respect to his or her
ownership of such Fund’s Shares. Holding periods may be suspended for these
purposes for stock that is hedged. A Fund’s investment strategy may limit its
ability to distribute dividends eligible to be treated as qualified dividend
income or entitled to the dividends received deduction.
Shortly
after the close of each calendar year, you will be informed of the amount and
character of any distributions received from a Fund.
In
general, your distributions are subject to federal income tax for the year in
which they are paid. Certain distributions paid in January, however, may be
treated as paid on December 31 of the prior year. Distributions are generally
taxable even if they are paid from income or gains earned by a Fund before your
investment (and thus were included in the Shares’ NAV when you purchased your
Shares).
You
should note that if you purchase shares just before a distribution, the purchase
price would reflect the amount of the upcoming distribution. In this case, you
would be taxed on the entire amount of the distribution received, even though,
as an economic matter, the distribution simply constitutes a return of your
investment. This is known as “buying a dividend” and should generally be avoided
by taxable investors.
If
you are neither a resident nor a citizen of the United States or if you are a
foreign entity, distributions (other than Capital Gain Dividends) paid to you by
a Fund will generally be subject to a U.S. withholding tax at the rate of 30%,
unless a lower treaty rate applies. Gains from the sale or other disposition of
your Shares from non-U.S. shareholders generally are not subject to U.S.
taxation, unless you are a nonresident alien individual who is physically
present in the U.S. for 183 days or more per year. A Fund may, under certain
circumstances, report all or a portion of a dividend as an “interest-related
dividend” or a “short-term capital gain dividend,” which would generally be
exempt from this 30% U.S. withholding tax, provided certain other requirements
are met. Different tax consequences may result if you are a foreign shareholder
engaged in a trade or business within the United States or if a tax treaty
applies.
A
Fund (or a financial intermediary, such as a broker, through which a shareholder
owns Shares) generally is required to withhold and remit to the U.S. Treasury a
percentage of the taxable distributions and sale proceeds paid to any
shareholder who fails to properly furnish a correct taxpayer identification
number, who has underreported dividend or interest income, or who fails to
certify that the shareholder is not subject to such withholding.
Taxes
When Shares are Sold on the Exchange
Provided
that a shareholder holds Shares as capital assets, any capital gain or loss
realized upon a sale or exchange of Shares generally is treated as a long-term
capital gain or loss if Shares have been held for more than one year and as a
short-term capital gain or loss if Shares have been held for one year or less.
However, any capital loss on a sale of Shares held for six months or less is
treated as long-term capital loss to the extent of Capital Gain Dividends paid
with respect to such Shares. Any loss realized on a sale will be disallowed to
the extent Shares are acquired, including through reinvestment of dividends,
within a 61-day period beginning 30 days before and ending 30 days after the
disposition of Shares. The ability to deduct capital losses may be
limited.
The
cost basis of Shares acquired by purchase will generally be based on the amount
paid for the Shares and then may be subsequently adjusted for other applicable
transactions as required by the Code. The difference between the selling price
and the cost basis of Shares generally determines the amount of the capital gain
or loss realized on the sale or exchange of Shares. Contact the broker through
whom you purchased your Shares to obtain information with respect to the
available cost basis reporting methods and elections for your account.
Taxes
on Purchases and Redemptions of Creation Units
An
AP having the U.S. dollar as its functional currency for U.S. federal income tax
purposes who exchanges securities for Creation Units generally recognizes a gain
or a loss. The gain or loss will be equal to the difference between the value of
the Creation Units at the time of the exchange and the exchanging AP’s aggregate
basis in the securities delivered plus the amount of any cash paid for the
Creation Units. An AP who exchanges Creation Units for securities will generally
recognize a gain or loss equal to the difference between the exchanging AP’s
basis in the Creation Units and the aggregate U.S. dollar market value of the
securities received, plus any cash received for such Creation Units. The IRS may
assert, however, that a loss that is realized upon an exchange of securities for
Creation Units may not be currently deducted under the rules governing “wash
sales” (for an AP who does not mark-to-market their holdings) or on the basis
that there has been no significant change in economic position. APs exchanging
securities should consult their own tax advisor with respect to whether wash
sale rules apply and when a loss might be deductible.
A
Fund may include a payment of cash in addition to, or in place of, the delivery
of a basket of securities upon the redemption of Creation Units. A Fund may sell
portfolio securities to obtain the cash needed to distribute redemption
proceeds. This may cause a Fund to recognize investment income and/or capital
gains or losses that it might not have recognized if it had completely satisfied
the redemption in kind. As a result, a Fund may be less tax efficient if it
includes such a cash payment in the proceeds paid upon the redemption of
Creation Units.
Net
Investment Income Tax
U.S.
individuals with income exceeding specified thresholds are subject to a 3.8% tax
on all or a portion of their “net investment income,” which includes interest,
dividends, and certain capital gains (generally including capital gains
distributions and capital gains realized on the sale of Shares). This 3.8% tax
also applies to all or a portion of the undistributed net investment income of
certain shareholders that are estates and trusts.
Foreign
Investments by the Fund
The
Funds invest in foreign securities. Interest and other income received by a Fund
with respect to foreign securities may give rise to withholding and other taxes
imposed by foreign countries. Tax conventions between certain countries and the
United States may reduce or eliminate such taxes. If as of the close of a
taxable year more than 50% of the value of a Fund’s assets consists of certain
foreign stock or securities, each such Fund will be eligible to elect to “pass
through” to investors the amount of foreign income and similar taxes (including
withholding taxes) paid by such Fund during that taxable year. This means that
investors would be considered to have received as additional income their
respective shares of such foreign taxes but may be entitled to either a
corresponding tax deduction in calculating taxable income, or, subject to
certain limitations, a credit in calculating federal income tax. If a Fund does
not so elect, each such Fund will be entitled to claim a deduction for certain
foreign taxes incurred by such Fund. A Fund (or a financial intermediary, such
as a broker, through which a shareholder owns Shares) will notify you if it
makes such an election and provide you with the information necessary to reflect
foreign taxes paid on your income tax return.
The
foregoing discussion summarizes some of the possible consequences under current
federal tax law of an investment in each Fund. It is not a substitute for
personal tax advice. You also may be subject to state and local tax on Fund
distributions and sales of Shares. Consult your personal tax advisor about the
potential tax consequences of an investment in Shares
under
all applicable tax laws. For more information, please see the section entitled
“Federal Income Taxes” in the SAI.
DISTRIBUTION
PLAN
The
Board has adopted a Distribution and Service Plan (the “Plan”) pursuant to Rule
12b-1 under the 1940 Act. In accordance with the Plan, each Fund is authorized
to pay an amount up to 0.25% of its average daily net assets each year for
certain distribution-related activities and shareholder services.
No
Rule 12b-1 fees are currently paid by the Funds, and there are no plans to
impose these fees. However, in the event Rule 12b-1 fees are charged in the
future, because the fees are paid out of Fund assets, over time these fees will
increase the cost of your investment and may cost you more than certain other
types of sales charges.
PREMIUM/DISCOUNT
INFORMATION
Information
regarding how often each Fund’s Shares traded on the Exchange at a price above
(i.e.,
at a premium) or below (i.e.,
at a discount) its NAV is available on the Funds’ website at
www.21shares.com.
ADDITIONAL
NOTICES
The
Shares are not sponsored, endorsed, or promoted by the Exchange. The Exchange is
not responsible for, nor has it participated in the determination of, the
timing, prices, or quantities of Shares to be issued, nor in the determination
or calculation of the equation by which Shares are redeemable. The Exchange has
no obligation or liability to owners of Shares in connection with the
administration, marketing, or trading of Shares.
Without
limiting any of the foregoing, in no event shall the Exchange have any liability
for any lost profits or indirect, punitive, special, or consequential damages
even if notified of the possibility thereof.
The
Adviser, the Sub-Adviser, and the Fund make no representation or warranty,
express or implied, to the owners of the Shares or any member of the public
regarding the advisability of investing in securities generally or in the Fund
particularly.
FINANCIAL
HIGHLIGHTS
The
following financial highlights table shows the financial performance information
for the life of each Fund. Certain information reflects financial results for a
single share of a Fund. The total returns in the table represent the rate that
you would have earned or lost on an investment in a Fund (assuming you
reinvested all distributions). This information has been audited by Cohen &
Company, Ltd., the independent registered public accounting firm of the Funds,
whose report, along with each Fund’s financial statements, is included in the
Funds’ most recent Form
N-CSR,
which is available upon request and can be found on the SEC’s
website.
|
|
|
|
|
| |
| 21SHARES
FTSE CRYPTO 10 INDEX ETF |
|
| CONSOLIDATED
FINANCIAL HIGHLIGHTS |
|
|
|
Period
Ended
December
31, 2025(a) |
| PER
SHARE DATA: |
|
| Net
asset value, beginning of period |
$25.00 |
|
|
| |
| INVESTMENT
OPERATIONS: |
|
|
Net
investment income(b)(h) |
0.04 |
|
|
Net
realized and unrealized loss on investments(c) |
(3.59) |
|
| Total
from investment operations |
(3.55) |
|
| Net
asset value, end of period |
$21.45 |
|
|
Total
return(d) |
-14.21 |
% |
|
| |
|
SUPPLEMENTAL
DATA AND RATIOS:(e) |
|
| Net
assets, end of period (in thousands) |
$858 |
|
| Ratio
of expenses to average net assets: |
|
|
Before
expense reimbursement(f) |
1.99 |
% |
|
After
expense reimbursement(f) |
1.57 |
% |
|
Ratio
of interest expense to average net assets(f) |
1.07 |
% |
|
Ratio
of operational expenses to average net assets excluding
interest(f) |
0.50 |
% |
|
Ratio
of net investment income to average net assets(f) |
1.34 |
% |
|
Portfolio
turnover rate(d)(g) |
11 |
% |
(a)
The Fund commenced operations on November 13, 2025.
(b)
Net investment income per share has been calculated based on average shares
outstanding during the period.
(c)
Realized and unrealized gains and losses per share in the caption are balancing
amounts necessary to reconcile the change in net asset value per share for the
period, and may not reconcile with the aggregate gains and losses in the
Consolidated Statement of Operations due to share transactions for the
period.
(d)
Not annualized for periods less than one year.
(e)
Ratios do not include the income and expenses of the underlying funds in which
the Fund invests.
(f)
Annualized for periods less than one year.
(g)
Portfolio turnover rate excludes in-kind transactions.
(h)
Recognition of net investment income by the Fund is affected by the timing of
the declaration of dividends by the underlying investment companies in which the
Fund invests. The ratio does not include net investment income of the investment
companies in which the Fund invests.
|
|
|
|
|
| |
| 21SHARES
FTSE CRYPTO 10 EX-BTC INDEX ETF |
|
| CONSOLIDATED
FINANCIAL HIGHLIGHTS |
|
|
|
Period
Ended
December
31, 2025(a) |
|
PER
SHARE DATA: |
|
| Net
asset value, beginning of period |
$25.00 |
|
|
| |
| INVESTMENT
OPERATIONS: |
|
|
Net
investment income(b)(h) |
0.02 |
|
|
Net
realized and unrealized loss on investments(c) |
(3.96) |
|
| Total
from investment operations |
(3.94) |
|
| Net
asset value, end of period |
$21.06 |
|
|
Total
return(d) |
-15.74 |
% |
|
| |
|
SUPPLEMENTAL
DATA AND RATIOS:(e) |
|
| Net
assets, end of period (in thousands) |
$843 |
|
| Ratio
of expenses to average net assets: |
|
|
Before
expense reimbursement(f) |
1.65 |
% |
|
After
expense reimbursement(f) |
1.34 |
% |
|
Ratio
of interest expense to average net assets(f) |
0.69 |
% |
|
Ratio
of operational expenses to average net assets excluding
interest(f) |
0.65 |
% |
|
Ratio
of net investment income to average net assets(f) |
0.68 |
% |
|
Portfolio
turnover rate(d)(g) |
13 |
% |
(a)
The Fund commenced operations on November 13, 2025.
(b)
Net investment income per share has been calculated based on average shares
outstanding during the period.
(c)
Realized and unrealized gains and losses per share in the caption are balancing
amounts necessary to reconcile the change in net asset value per share for the
period, and may not reconcile with the aggregate gains and losses in the
Consolidated Statement of Operations due to share transactions for the
period.
(d)
Not annualized for periods less than one year.
(e)
Ratios do not include the income and expenses of the underlying funds in which
the Fund invests.
(f)
Annualized for periods less than one year.
(g)
Portfolio turnover rate excludes in-kind transactions.
(h)
Recognition of net investment income by the Fund is affected by the timing of
the declaration of dividends by the underlying investment companies in which the
Fund invests. The ratio does not include net investment income of the investment
companies in which the Fund invests.
21Shares
FTSE Crypto 10 Index ETF
21Shares
FTSE Crypto 10 ex-BTC Index ETF
|
|
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| |
|
Adviser |
Teucrium
Investment Advisors, LLC
Three
Main Street, Suite 215
Burlington,
Vermont 05401 |
Distributor |
PINE
Distributors LLC
501
South Cherry Street, Suite 610
Denver,
Colorado 80246 |
| Sub-Adviser |
21Shares
US LLC
158
West 27th Street, 4th Floor
New
York, New York, 10001 |
Custodian |
U.S.
Bank, N.A.
1555
North Rivercenter Drive, Suite 302
Milwaukee,
Wisconsin 53212 |
| Transfer
Agent, Index Receipt Agent, and Administrator |
U.S.
Bancorp Fund Services, LLC
d/b/a
U.S. Bank Global Fund Services
615
East Michigan Street
Milwaukee,
Wisconsin 53202 |
Legal
Counsel |
Morgan,
Lewis & Bockius LLP
1111
Pennsylvania Avenue, NW
Washington,
DC 20004-2541 |
| Independent
Registered Public Accounting Firm |
Cohen
& Company, Ltd.
1835
Market Street, Suite 310
Philadelphia,
Pennsylvania 19103 |
| |
Investors
may find more information about a Fund in the following documents:
Statement
of Additional Information: The
Funds’ SAI provides additional details about the investments of each Fund and
certain other additional information. The SAI is on file with the SEC and is
incorporated herein by reference into this Prospectus. It is legally considered
a part of this Prospectus.
Annual/Semi-Annual
Reports and Form N-CSR: Additional
information about each Fund’s investments will be available in the Funds’ Annual
and Semi-Annual Reports to shareholders and in Form N-CSR. In the Annual Report,
when available, you will find a discussion of the market conditions and
investment strategies that significantly affected a Fund’s performance during
its last fiscal year. In Form N-CSR, you will find the Fund’s annual and
semi-annual financial statements.
You
can obtain free copies of these documents, request other information or make
general inquiries about the Funds by calling 1-800-617-0004.
Shareholder
reports and other information about the Funds also are available:
•Free
of charge from the SEC’s EDGAR database on the SEC’s website at
http://www.sec.gov;
•Free
of charge from the Funds’ website at www.21shares.com; or
(SEC
Investment Company Act File No. 811-23226)