ck0001683471-20260429
21Shares 2x Long
Dogecoin ETF (TXXD)
21Shares 2x Long Sui
ETF (TXXS)
Each,
a series of Listed Funds Trust
Listed
on The Nasdaq Stock Market, LLC
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.
TABLE
OF CONTENTS
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| 21Shares
2x Long Dogecoin ETF - FUND SUMMARY |
Important
Information About the Fund
The
21Shares 2x Long Dogecoin ETF (the “DOGE Fund” or the “Fund”) seeks daily
investment results, before fees and expenses, that correspond to two times (2x)
the daily price performance of Dogecoin (“DOGE”) for a single day, not for any
other period. A “single day” is measured from the time the Fund calculates its
net asset value (“NAV”) to the time of the Fund’s next NAV calculation. The NAV
calculation time for the Fund typically is 4:00 p.m. Eastern Time. The
return of the Fund for periods longer than a single day will be the result of
its return for each day compounded over the period. The Fund’s returns for
periods longer than a single day will very likely differ in amount, and possibly
even direction, from the Fund’s stated multiple (2x) times the return of daily
changes in the price of DOGE for the same period. For periods longer than a
single day, the Fund will lose money if DOGE’s performance is flat, and it is
possible that the Fund will lose money even if the price of DOGE increases.
Longer
holding periods, higher volatility in the price of DOGE, and greater leveraged
exposure each exacerbate the impact of compounding on an investor’s returns.
During periods of higher DOGE volatility, the volatility of DOGE may affect the
Fund’s return as much as or more than the return of the price of
DOGE.
The
Fund presents different risks than other types of funds. The Fund uses leverage
and is riskier than similarly benchmarked funds that do not use leverage. The
Fund may not be suitable for all investors and should be used only by
knowledgeable investors who understand the consequences of seeking daily
leveraged (2x) investment results, including the impact of compounding on Fund
performance. The Fund is intended to be used as a short-term trading vehicle.
Investors in the Fund should actively manage and monitor their investments, as
frequently as daily. The Fund is not intended to be used by, and is not
appropriate for, investors who do not actively monitor and manage their
portfolio. An
investor in the Fund could potentially lose the full principal value of their
investment within a single day.
Investment
Objective
The
Fund seeks daily investment results, before fees and expenses, that correspond
to two times (2x) the daily price performance of DOGE. The
Fund does not seek to achieve its stated investment objective over a period of
time greater than a single day.
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 |
1.89% |
| Distribution
and/or Service (12b-1) Fees |
0.00% |
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Other
Expenses1,2 |
1.47% |
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| Total
Annual Fund Operating Expenses |
3.36% |
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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”), the Fund’s investment 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 1.89% to be paid by the Subsidiary. This waiver will continue
in effect until 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:
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| 1
Year |
$339 |
3
Years |
$1,033 |
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 20, 2025 (commencement of operations) through
December 31, 2025, the Fund’s portfolio turnover rate was 0% of the average value of its
portfolio.
Principal Investment
Strategies
The
Fund invests in financial instruments that the Adviser and 21Shares US LLC (the
“Sub-Adviser”) believe in combination should produce daily returns (before fees
and expenses) that correspond to two times (2x) the daily price performance of
DOGE. However, there can be no guarantee that such a strategy will produce the
desired results or that any DOGE-related investment will provide returns that
closely correlate to those produced by DOGE. Generally, DOGE-related investments
are subject to certain implementation costs and expenses not applicable to
direct investments in DOGE that will cause the returns of DOGE-related
investments to differ from those of direct investments in DOGE. Additionally,
the ability to trade DOGE 24 hours a day may give rise to differences in returns
of DOGE-related investments that trade during standard market
hours.
Under
normal circumstances, the Fund will invest at least 80% of the Fund’s assets in,
or provide exposure equal to, financial instruments that the Adviser and
Sub-Adviser believe, in combination, should produce daily returns consistent
with the Fund’s investment objective of seeking daily investment results, before
fees and expenses, that correspond to two times (2x) the daily price performance
of DOGE. The
Fund does not invest directly in DOGE.
The
Fund will invest principally in the financial instruments listed
below:
•DOGE
Futures Contracts.
To obtain 2x daily exposure to DOGE, the Fund may enter into, as the “buyer,”
DOGE futures contracts that trade on an exchange registered with the Commodity
Futures Trading Commission (“CFTC”) (“DOGE Futures Contracts”). In order to
maintain its 2x daily exposure to DOGE, the Fund intends to 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 DOGE Futures Contracts of any expiration date traded on any
CFTC-regulated commodity futures exchange, also known as a “designated contract
market” (“DCM”).
•Swap
Agreements.
The Fund may achieve some or all of its exposure to DOGE through its use of one
or more 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 DOGE
that is equal, on a daily basis, to 200% of the value of the Fund’s net assets
(each, a “DOGE Swap”). As of the date of this Prospectus, it is expected that
the Fund (and certain of its investments) will reference one or more of the
following benchmarks for purposes of determining the price of DOGE: (i) exchange
traded products (“ETPs”) that hold DOGE directly (a “Spot DOGE ETP”), (ii) an
index or other reference rate that the Adviser and Sub-Adviser believe produce
daily returns consistent with those of DOGE (“DOGE Index”), or (iii) other
benchmarks that the Adviser and Sub-Adviser believe produce daily returns
consistent with those of DOGE (collectively with any Spot DOGE ETP and any DOGE
Index, a “Reference Asset” or the “Reference Assets”). The DOGE Swaps may
reference Spot DOGE ETPs listed on a U.S. or European exchange. The Fund may
also invest directly in shares of Spot DOGE ETPs. Such Spot DOGE ETPs are not
registered under the Investment Company Act of 1940, as amended (the “1940 Act”)
and, therefore, do not provide investors with the investor protections of the
1940 Act. Generally, any such DOGE Swap will provide the Fund with a return
earned by the Spot DOGE ETP that is equal, on a daily basis, to 200% of the
value of the Fund’s net assets, be fully funded with all collateral maintained
by a third party pursuant to a tri-party arrangement, and be subject to daily
collateral adjustments to align the value of collateral with the value of the
reference asset. The Fund also may invest directly in one or more of the
afore-mentioned Spot DOGE ETPs. The Fund may invest in ETPs or other products
managed by, sponsored by, or otherwise associated with the
Sub-Adviser.
•DOGE
Options.
The Fund also may invest in exchange-traded options contracts that reference
DOGE, DOGE Futures Contracts, or Spot DOGE ETPs (“DOGE Options”). As of the date
of this Prospectus, there were no DOGE Options available for investment by the
Fund. However, it is expected that DOGE Options will be available in the future.
To the extent available, the Fund may invest in options traded on an exchange
registered with the CFTC, or on Canadian and/or European 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”).
The
mix of financial instruments to achieve the desired exposure to DOGE is at the
sole discretion of the Adviser and Sub-Adviser. The Adviser and Sub-Adviser may
consider the following factors, among others, when determining the Fund’s
investments in DOGE-
related
investments and, other financial instruments: 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 DOGE-related investments primarily 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 DOGE-related investments 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, has the same investment
objective as the Fund, but it may invest in certain investments, such as
DOGE-related investments, 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”).
The
Adviser and Sub-Adviser attempt to consistently apply leverage to obtain
Reference Asset exposure for the Fund equal to 200% of the value of its net
assets and expects to adjust its exposure to the Reference Assets daily to
maintain such exposure. A “single day,” “day,” or “trading day” is measured from
the time the Fund calculates its NAV to the time of the Fund’s next NAV
calculation.
The
Fund will attempt to achieve its investment objective without regard to the
overall market movement or the increase or decrease of the price of DOGE. At the
close of the markets on each trading day, the Adviser and Sub-Adviser determine
the type, quantity, and mix of investment positions, so that its exposure to the
price of DOGE is consistent with the Fund’s investment objective. The impact of
movements in the price of DOGE during the day will generally require the Fund to
adjust its exposure to the Reference Assets on a daily basis. For example, if
the price of DOGE has risen on a given day, net assets of the Fund should rise,
meaning the Fund’s exposure will need to be increased. Conversely, if the price
of DOGE has fallen on a given day, net assets of the Fund should fall, meaning
the Fund’s exposure will need to be reduced. These adjustments typically result
in high portfolio turnover.
The
Fund also expects to invest in cash, cash equivalents, or high-quality
securities, such as (i) U.S. Government securities, including 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 and Sub-Adviser to be of comparable quality. Such
investments are designed to provide liquidity or collateralize the Fund’s
investments in financial instruments, such as certain of the DOGE-related
investments.
The
Fund is classified as a “non-diversified” investment company under the 1940 Act
and, therefore, may invest a greater percentage of its assets in a particular
issuer than a diversified fund.
Daily
rebalancing and the compounding of each day’s return over time means that the
return of the Fund for a period longer than a single day will be the result of
each day’s returns compounded over the period, which will likely differ in
amount, and possibly even direction, from two times (2x) the price performance
of DOGE for the same period. The Fund will lose money if the price performance
of DOGE is flat over time, and the Fund can lose money regardless of the
performance of the price of DOGE because of daily rebalancing, the volatility of
the price of DOGE, compounding of each day’s return, and other factors. See
“Principal Investment Risks” below.
Swap
Agreements
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.
DOGE
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.
DOGE
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.
Additional
Information about the Spot DOGE ETPs
The
Fund may derive a significant amount of its exposure to the price performance of
DOGE from its investments in swap agreements or options that reference a Spot
DOGE ETP. The Spot DOGE ETPs in which the Fund may invest (or which may be used
as a reference asset by the Fund) are exchange-traded products that are designed
to provide exposure to the performance of DOGE and are fully secured by holdings
of DOGE. The Spot DOGE ETPs in which the Fund may invest include ETPs listed on
a European exchange, or U.S. ETPs, which are exchange-traded 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. Each non-U.S. Spot
DOGE ETP issues bonds that are collateralized by the respective amount of units
of DOGE. The issuer shall at any given time procure in relation to issued bonds
that it holds such amount of the underlying DOGE equal to or exceeding the
aggregate claims of the bondholders, expressed as a number of units of DOGE. The
value and performance of the bonds materially depends on the value and
performance of issuer’s holdings of DOGE. Based on the non-U.S. Spot DOGE ETPs’
payment and delivery obligations to bondholders, the bonds are expected (subject
to the deduction of any fees and costs) to track the performance of DOGE nearly
1:1.
An
investor cannot purchase the bonds issued by non-U.S. Spot DOGE ETPs directly
from the issuer in the primary market. Initially, in the primary market, the
bonds may only be subscribed for or purchased by authorized participants. Once
the bonds issued by non-U.S. Spot DOGE ETPs have been subscribed for or
purchased in the primary market, investors may purchase the bonds in the
secondary market from any person on an anonymous basis (i) via the relevant
stock exchange (in case of bonds admitted to trading on a stock exchange) or
(ii) over the counter.
Additional
information about each of the Spot DOGE ETPs in which the Fund may use as a
reference asset as of the date of this Prospectus is detailed below:
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| Name
and Ticker |
Domicile |
Listing
Exchange(s) |
DOGE
Holdings (as of March 31, 2026) |
| 21Shares
Dogecoin ETP |
Switzerland |
SIX
Swiss Exchange Deutsche Boerse Xetra |
$10,879,701 |
| 21Shares
Dogecoin ETF |
United
States |
NASDAQ |
$1,855,671 |
The
value of shares of a Spot DOGE ETP may not directly correspond to the price of
DOGE, and is highly volatile. The price of a Spot DOGE ETP may go down even if
the price of the underlying asset, DOGE, remains unchanged. Additionally, shares
that trade at a premium mean that an investor who purchases $1 of a portfolio
will actually own less than $1 in assets.
Each
Spot DOGE ETP is a passive investment vehicle that does not seek to generate
returns beyond tracking the price of DOGE. This means the sponsor does not
speculatively sell DOGE at times when its price is high or speculatively acquire
DOGE at low prices in the expectation of future price increases. The Spot DOGE
ETPs will not utilize hedging, leverage, derivatives or any similar arrangements
in seeking to meet its investment objective. Each Spot DOGE ETP’s custodian will
keep custody of the Spot DOGE
ETP’s
DOGE, and will keep all of the private keys associated with such Spot DOGE ETP’s
DOGE held by the custodian in “cold storage.” “Cold storage” is a safeguarding
method by which the private keys corresponding to the particular Spot DOGE ETP’s
DOGE are generated and stored in an offline manner using computers or devices
that are not connected to the internet, which is intended to make them more
resistant to hacking.
DOGE
DOGE
is a digital asset that is mined and transmitted via the peer-to-peer Dogecoin
Network, a decentralized network of computers that operates on cryptographic
protocols. The Dogecoin Network allows people to exchange tokens of value,
called Dogecoin or “DOGE.”
DOGE
can be used to pay for goods and services, including to send a transaction on
the Dogecoin Network, or it can be converted to fiat currencies, such as the
U.S. dollar. The Dogecoin Network is based on a shared public ledger, the
Dogecoin Blockchain, similar to the Bitcoin network. However, the Dogecoin
Network differentiates itself from many other digital asset networks in that its
stated primary function is as an open-source peer-to-peer digital currency. DOGE
may be used, among other purposes, for tipping, donations, and online
purchases.
Transactions
of DOGE are processed by a distributed network of computers called “miners.”
Miners are rewarded with DOGE for their efforts. Unlike a centralized system, no
single entity controls the Dogecoin Network. Instead, the infrastructure is
collectively maintained by a decentralized user base whereby a network of
independent nodes validates transactions and reaches consensus using the
proof-of-work mechanism employed by the Dogecoin Blockchain. This system ensures
network security by requiring computational power from miners. The Dogecoin
Blockchain was originally created as a fork of the Litecoin Blockchain but was
subsequently refactored to operate from a technical perspective in a manner
similar to the Bitcoin Blockchain. Unlike the Bitcoin Blockchain, however, which
settles a block of transactions roughly every 10 minutes, the Dogecoin
Blockchain settles a block of transactions roughly every 1 minute. This makes
the Dogecoin Blockchain suitable for transactions that need faster confirmation
times. The Dogecoin Blockchain can also settle more transactions per second than
the Bitcoin Blockchain. Notably, however, significantly less computing power is
directed to maintaining the Dogecoin Blockchain as compared to the Bitcoin
Blockchain, which may make the Dogecoin Blockchain less secure than the Bitcoin
Blockchain.
Transactions
on the Dogecoin Blockchain are validated by a decentralized network of miners
using a proof-of-work consensus mechanism. These miners compete to solve complex
cryptographic puzzles, and the first to solve a puzzle adds a new block to the
blockchain. Unlike systems that rely on trusted validators, DOGE’s network
relies on computational power to ensure that transactions are valid and
correctly ordered on the ledger. Miners are entities (which can be individuals,
mining pools, or organizations) that dedicate computing resources to secure the
network and validate transactions. The integrity and accuracy of the DOGE
Blockchain are maintained by this decentralized process. Each node in the
network independently verifies transactions and blocks to ensure they follow the
protocol’s rules. The decentralized architecture of DOGE eliminates the need for
trusted lists, as consensus is achieved through the proof-of-work system,
ensuring a trustless and secure network.
DOGE
was initially developed in 2013 by the software developers Billy Markus and
Jackson Palmer, who created the Dogecoin Blockchain and launched the Dogecoin
Network as a way of making fun of Bitcoin and other digital assets, which they
believed were being taken too seriously. DOGE was designed as a “fun and
friendly internet currency,” and adopted the image of a Shibu Inu dog as its
logo. Despite, or perhaps because of, its satirical origins, DOGE gained rapid
interest and adoption in online communities, and rapidly became one of the
larger digital assets when measured by market capitalization. Users soon began
using DOGE for certain financial transactions, including tipping, trading, and
donations. DOGE is often referred to as the first “meme coin,” which refers to
digital assets that are inspired by internet memes or trends.
At
the time of its launch in 2013, DOGE’s Blockchain had no pre-mined supply.
Instead, new DOGE are continuously created as miners validate transactions and
secure the network. DOGE’s issuance follows an inflationary model, with no fixed
supply cap. Initially, the reward for mining a block was randomized, but in 2014
it was fixed at 10,000 DOGE per block. This ongoing issuance ensures a
consistent supply of DOGE to reward miners and maintain network security.
Dogecoin’s supply is entirely determined by its blockchain protocol and mining
process, without any controlling organization managing reserves or distributing
coins.
Principal
Investment Risks
DOGE
and DOGE-related investments are relatively new investments. They 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. The performance of
DOGE-related investments, and therefore the performance of the Fund, may differ
significantly from the performance of DOGE.
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 money
invested 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
Fund may not achieve its leveraged investment objective. The Fund presents risks
not traditionally associated with other mutual funds and ETFs. For example, due
to the Fund’s daily leveraged investment objective, a small adverse move in DOGE
price will result in larger and potentially substantial declines in the Fund.
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 DOGE, have experienced extreme
volatility and may do so in the future. Extreme volatility in the future,
including declines in the trading prices of DOGE, 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 DOGE as a
crypto asset, 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 DOGE.
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 DOGE 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 DOGE may artificially inflate or deflate the price
of DOGE. 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.
◦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
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 the 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.
If
an appropriate court determines that DOGE 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, 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 the Fund.
If
the crypto asset trading venues become subject to onerous regulations or are
subject to enforcement actions by regulatory authorities (including the
Financial Crimes Enforcement Network (“FinCEN”), the SEC, the CFTC, the
Financial Industry Regulatory Authority (“FINRA”), the Consumer Financial
Protection Bureau (the “CFPB”), the Department of Justice (the “DOJ”), the
Department of Homeland Security (the “DHS”), the Federal Bureau of Investigation
(the “FBI”), the Internal Revenue Service (the “IRS”), the Office of the
Comptroller of the Currency, the Federal Deposit Insurance Corporation (the
“FDIC”), the Federal Reserve, and state financial institution regulators), among
other things, trading in DOGE may be concentrated in a smaller number of trading
venues, which may materially impact the price, volatility, and trading volumes
of DOGE. 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 DOGE
(which may materially impact price, volatility, or trading of DOGE 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 DOGE. 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
DOGE.
◦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 networks, 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, or 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
Ether Classic.
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 DOGE, such competition could impact
demand for DOGE 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
Ether Classic, 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 DOGE 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 a “50% attack” where, if a
miner or group of miners acting in concert were to gain control of more than 50%
of the network mining power 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:
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.
•DOGE
Risk.
DOGE is a decentralized digital asset that originated as a satirical take on
bitcoin but has since evolved into a widely recognized memecoin. Despite its
popularity, DOGE faces a number of structural, regulatory, and market-related
risks that may adversely affect its long-term
viability.
DOGE’s
price has historically exhibited extreme volatility, often driven by speculative
interest, social media influence, and celebrity endorsements. These factors have
contributed to rapid price appreciation followed by steep drawdowns, a pattern
that has repeated multiple times throughout DOGE’s history. The asset’s
momentum-driven valuation model makes it particularly susceptible to shifts in
investor sentiment, which may result in significant price fluctuations and
undermine its utility as a medium of exchange.
The
DOGE network operates on a proof-of-work consensus mechanism and supports merged
mining with Litecoin. While this provides some security benefits, it also
introduces dependencies and potential conflicts of interest. A decline in miner
participation or a shift in incentives could reduce network security and
increase the risk of malicious activity, including 51%
attacks
or double-spending. Additionally, the network’s unlimited supply model may exert
long-term inflationary pressure on the asset’s value, especially in the absence
of sustained demand growth.
DOGE’s
governance is informal and decentralized, relying on voluntary consensus among
developers and community members. This structure has led to inconsistent
development activity and limited protocol upgrades. The absence of a formal
roadmap or funding mechanism may hinder DOGE’s ability to adapt to evolving
market conditions or technological challenges. Furthermore, the network’s
reliance on a small group of contributors increases the risk of centralization
and governance capture.
The
regulatory landscape for digital assets remains uncertain, and DOGE may be
subject to increased scrutiny from U.S. and international authorities. A
determination that DOGE constitutes a security under federal law could result in
enforcement actions, trading restrictions, or delistings from major platforms.
Such outcomes would likely impair liquidity and reduce investor access,
negatively impacting the asset’s market value.
DOGE’s
market infrastructure is largely dependent on unregulated or lightly regulated
digital asset exchanges. These platforms may be vulnerable to fraud,
manipulation, cybersecurity breaches, or operational failures. Past incidents
involving major exchanges have led to significant losses and market disruptions.
The lack of transparency and oversight in these venues may undermine investor
confidence and contribute to price volatility.
The
asset’s memecoin status introduces additional risks. DOGE’s value is often
influenced by viral trends, celebrity endorsements, and online communities,
which may not be sustainable over time. While such attention can drive
short-term demand, it may also expose the asset to reputational risks and
regulatory scrutiny. Negative associations with public figures or government
entities could diminish DOGE’s appeal and reduce its adoption.
DOGE’s
utility as a payment method remains limited. Although it is accepted by some
merchants and used for tipping and donations, its adoption in retail and
commercial contexts is minimal. The asset’s high volatility, lack of
scalability, and limited developer ecosystem constrain its competitiveness
relative to other digital assets and payment technologies.
The
DOGE blockchain is also exposed to technical risks, including software bugs,
network congestion, and protocol vulnerabilities. Any disruption in transaction
processing or consensus could impair the network’s functionality and erode user
trust. Additionally, the irreversible nature of blockchain transactions means
that errors or thefts involving private keys may result in permanent loss of
funds.
Forks
and clones of the DOGE protocol may further fragment the ecosystem and dilute
user engagement. A hard fork could lead to competing versions of the network,
each with its own token and governance structure. Such events may confuse users,
disrupt trading activity, and reduce the value of both chains. Clones of DOGE
may also compete for market share, developer attention, and community
support.
In
summary, DOGE’s long-term prospects are subject to a range of risks, including
market volatility, governance challenges, regulatory uncertainty, and
technological limitations. While the asset has achieved significant cultural
recognition, its sustainability as a digital currency remains uncertain. These
factors may adversely affect the value of DOGE.
•DOGE
Exposure Risk. The
Fund expects to have significant exposure to DOGE. As a result, the Fund’s
performance may be disproportionately and significantly impacted by the poor
performance of DOGE or events materially affecting the DOGE ecosystem. The
Fund’s significant exposure to DOGE makes it more susceptible to any single
occurrence affecting DOGE or DOGE-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.
•Active
Management Risk. The
Fund is actively managed and may not meet its investment objective based on the
Adviser’s success or failure to implement strategies for the Fund. The Fund
invests in complex instruments (each described below), including swap agreements
and futures contracts. Such instruments may create enhanced risks for the Fund
and the Adviser’s ability to control the Fund’s level of risk will depend on the
Adviser’s skill in managing such instruments. In addition, the Adviser’s
evaluations and assumptions regarding investments, interest rates, inflation,
and other factors may not successfully achieve the Fund’s investment objective
given actual market conditions.
•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 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 contracts and swap
agreements to gain exposure to DOGE without purchasing DOGE 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.
•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, Authorized Participants (“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.
•Daily
Correlation/Tracking Risk. There
is no guarantee that the Fund will achieve a high degree of correlation to the
price performance of DOGE and therefore achieve its daily leveraged investment
objective. The Fund seeks to adjust its exposure to the Reference Assets daily
to keep leverage consistent with its daily leveraged investment objective and to
achieve a high degree of correlation with the price performance of DOGE. In
addition, the Fund’s exposure to the price of DOGE is impacted by the movement
of the price of DOGE. Because of this, it is unlikely that the Fund will be
perfectly exposed to the price performance of DOGE at the end of each day. The
possibility of the Fund being materially over- or under-exposed to the price
performance of DOGE increases on days when the price of DOGE is volatile near
the close of the trading day. Market disruptions, regulatory restrictions, and
extreme volatility will also adversely affect the Fund’s ability to adjust
exposure to the required levels.
The
Fund may have difficulty achieving its daily leveraged investment objective for
many reasons, including fees, expenses, transaction costs, financing costs
related to the use of derivatives, accounting standards and their application to
income items, disruptions, illiquidity or high volatility in the markets for the
securities or financial instruments in which the Fund invests. The Fund may be
subject to large movements of assets into and out of the Fund, potentially
resulting in the Fund being over- or under-exposed to DOGE. These factors could
decrease the correlation between the performance of the Fund and DOGE and may
hinder the Fund’s ability to meet its daily leveraged investment objective on or
around that day.
•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. The derivatives used by the 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 the Fund to liquidate other
portfolio investments at inopportune times (e.g., at a loss to comply with
limits on leverage imposed by the 1940 Act or when the Adviser otherwise would
have preferred to hold the investment) or to meet redemption requests. Certain
of the Fund’s transactions in derivatives could also 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 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 futures contract
and the price of underlying asset; (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 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 DCM, or the CFTC on the Fund or the 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.
◦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 a 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 DOGE market, a disruption to the DOGE market,
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 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 DOGE. 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 DOGE 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 DOGE-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 DOGE-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
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, 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 Futures and Options. Participation
in foreign futures and 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 futures or foreign options transaction occurs. For these
reasons, when the Fund trades foreign futures or foreign options contracts, it
may not be afforded certain of the protective measures provided by the CEA, 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 futures
or foreign options transactions may not be provided the same protections as
proceeds derived from transactions on U.S. futures exchanges. In addition, the
price of any foreign futures or 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.
•Effects
of Compounding and Market Volatility Risk. The
Fund has a daily leveraged investment objective and the Fund’s performance for
periods greater than a trading day will be the result of each day’s returns
compounded over the period, which is very likely to differ from two times (2x)
the price performance of DOGE, before fees and expenses. Compounding affects all
investments, but has a more significant impact on funds that are leveraged and
that rebalance daily. For a leveraged fund, if adverse daily performance of the
price of DOGE reduces the amount of a shareholder’s investment, any further
adverse daily performance will lead to a smaller dollar loss because the
shareholder’s investment had already been reduced by the prior adverse
performance. Equally, however, if favorable daily performance of the price of
DOGE increases the amount of a shareholder’s investment, the dollar amount lost
due to future adverse performance will increase because the shareholder’s
investment has increased.
The
effect of compounding becomes more pronounced as volatility of the price of DOGE
and the holding period increase. The impact of compounding will impact each
shareholder differently depending on the period of time an investment in the
Fund is held and the volatility of the price of DOGE during the shareholder’s
holding period of an investment in the Fund.
The
table below provides examples of how reference price volatility could affect the
Fund’s performance. The table illustrates the impact of two factors that affect
the Fund’s performance: DOGE price volatility and the price performance of DOGE.
The price performance of DOGE shows the percentage change in the price of DOGE
over the specified time period, while DOGE price volatility is a statistical
measure of the magnitude of fluctuations in the price performance during that
time period. As illustrated below, even if the price change over two equal time
periods is identical, different price volatility (i.e., fluctuations in the
rates of return) during the two time periods could result in drastically
different Fund performance for the two time periods due to the effects of
compounding daily returns during the time periods.
Fund
performance for periods greater than one single day can be estimated given any
set of assumptions for the following factors: a) price volatility; b) price
performance; c) period of time; d) financing rates associated with leveraged
exposure; and e) other Fund expenses. The table below illustrates the impact of
two principal factors – price volatility and price performance – on Fund
performance. The table shows estimated Fund returns for a number of combinations
of price volatility and price performance over a one-year period. Performance
shown in the table assumes that: (i) no dividends were paid with respect to the
Reference Asset; (ii) there were no Fund expenses; and (iii) borrowing/lending
rates (to obtain leveraged exposure) of 0%. If Fund expenses and/or actual
borrowing/lending rates were reflected, the estimated returns would be different
than those shown. Particularly during periods of higher price volatility,
compounding will cause results for periods longer than a trading day to vary
from two times (2x) the performance of the price of DOGE.
As
shown in the table below, the Fund would be expected to lose 6.1% if the price
of DOGE did not change over a one year period during which the price experienced
annualized volatility of 25%. At higher ranges of volatility, there is a chance
of a significant loss of value in the Fund, even if the price is flat. For
instance, if the annualized volatility of the price of DOGE is 100%, the Fund
would be expected to lose 63.2% of its value, even if the cumulative change in
the price of DOGE for the year was 0%. Areas shaded red (or dark gray) represent
those scenarios where the Fund can be expected to return less than two times
(2x) the change in the price of DOGE and those shaded green (or light gray)
represent those scenarios where the Fund can be expected to return more than two
times (2x) the change in the price of DOGE. The Fund’s actual returns may be
significantly better or worse than the returns shown below as a result of any of
the factors discussed above or in “Daily Correlation/Tracking Risk”
above.
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| One
Year Price Performance |
Two
Times (2x) One Year Price Performance |
Volatility
Rate |
| Return |
Return |
10% |
25% |
50% |
75% |
100% |
| -60% |
-120% |
-84.2% |
-85.0% |
-87.5% |
-90.9% |
-94.1% |
| -50% |
-100% |
-75.2% |
-76.5% |
-80.5% |
-85.8% |
-90.8% |
| -40% |
-80% |
-64.4% |
-66.2% |
-72.0% |
-79.5% |
-86.8% |
|
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| One
Year Price Performance |
Two
Times (2x) One Year Price Performance |
Volatility
Rate |
| -30% |
-60% |
-51.5% |
-54.0% |
-61.8% |
-72.1% |
-82.0% |
| -20% |
-40% |
-36.6% |
-39.9% |
-50.2% |
-63.5% |
-76.5% |
| -10% |
-20% |
-19.8% |
-23.9% |
-36.9% |
-53.8% |
-70.2% |
| 0% |
0% |
-1.0% |
-6.1% |
-22.1% |
-43.0% |
-63.2% |
| 10% |
20% |
19.8% |
13.7% |
-5.8% |
-31.1% |
-55.5% |
| 20% |
40% |
42.6% |
35.3% |
12.1% |
-18.0% |
-47.0% |
| 30% |
60% |
67.3% |
58.8% |
31.6% |
-3.7% |
-37.8% |
| 40% |
80% |
94.0% |
84.1% |
52.6% |
11.7% |
-27.9% |
| 50% |
100% |
122.8% |
111.4% |
75.2% |
28.2% |
-17.2% |
| 60% |
120% |
153.5% |
140.5% |
99.4% |
45.9% |
-5.8% |
•ETF
Risks.
The Fund is an ETF and, as a result of its structure, 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 Nasdaq Stock Market, LLC (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.
•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.
•Intra-Day
Investment Risk. The
Fund seeks leveraged investment results from the close of the market on a given
trading day until the close of the market on the subsequent trading day. The
exact exposure of an investment in the Fund intraday in the secondary market is
a function of the difference between the price of DOGE at the market close on
the first trading day and the price of DOGE at the time of purchase. If the
price of DOGE increases, the Fund’s net assets will rise by the same amount as
the Fund’s exposure. Conversely, if the price of DOGE declines, the Fund’s net
assets will decline by the same amount as the Fund’s exposure. Thus, an investor
that purchases shares intra-day may experience performance that is greater than,
or less than, the Fund’s stated multiple of the price performance of
DOGE.
If
there is a significant intra-day market event and/or the price of DOGE
experiences a significant decrease, the Fund may not meet its investment
objective or rebalance its portfolio appropriately. Additionally, the Fund may
close to purchases and sales of Shares prior to the close of regular trading on
the Exchange and incur significant losses.
•Leverage
Risk. The
Fund seeks to achieve and maintain the exposure to the price of DOGE by using
leverage. Therefore, the Fund is subject to leverage risk. When the Fund
purchases or sells an instrument or enters into a transaction without investing
an amount equal to the full economic exposure of the instrument or transaction,
it creates leverage, which can result in the Fund losing more than it originally
invested. As a result, these investments may magnify losses to the Fund, and
even a small market movement may result in significant losses to the Fund.
Leverage may also cause the Fund to be more volatile because it may exaggerate
the effect of any increase or decrease in the value of the Fund’s portfolio
securities. Swaps and futures trading involves
a
degree of leverage and as a result, a relatively small price movement in the
Reference Asset may result in immediate and substantial losses to the
Fund.
•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-Correlation
Risk. The
performance of the Fund will not, and is not intended to, correlate exactly to
the performance of DOGE and will vary somewhat due to factors such as fees and
expenses of the Fund, transaction costs, regulatory restrictions, and active
management of the Fund’s portfolio.
•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.
•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 the 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.
•Spot
DOGE ETP Risks. In
addition to the risks associated with DOGE noted above, Spot DOGE ETPs are
subject to additional risks:
◦ETP
Risk. The
Fund may invest in Spot DOGE ETPs or use them as Reference Assets for
DOGE-related investments. ETP shares trade like exchange-traded funds on a
securities exchange. The price of a Spot DOGE ETP is derived from and based upon
the value of spot DOGE and cash held by the Spot DOGE ETP. However, shares of
Spot DOGE ETPs trade at market prices, not NAV, which means they may trade at
prices above or below the value of their underlying portfolios. There can be no
assurance that the returns of Spot DOGE ETPs will correspond, or be closely
related, to the performance of DOGE. The level of risk involved in the purchase
or sale of a Spot DOGE ETP is similar to the risk involved in the purchase or
sale of an exchange-traded fund, except that the pricing mechanism for a Spot
DOGE ETP is based on a basket of DOGE and cash. Thus, the risks of owning a Spot
DOGE ETP generally reflects the risks of owning the underlying DOGE and cash
that the Spot DOGE ETP holds. Spot DOGE ETPs have a relatively limited history
of operations. Because certain Spot DOGE ETPs are relatively new products, their
shares may have a lack of liquidity, which could result in the market price of
the Spot DOGE ETP shares being more volatile than the underlying portfolio of
DOGE and cash. Disruptions in the markets for DOGE could result in losses on
investment in Spot DOGE ETPs. In addition, an actual trading market may not
develop for Spot DOGE ETP shares and the listing exchange may halt trading of a
Spot DOGE ETP’s shares. Spot DOGE ETPs are subject to management fees and other
fees that may increase their costs versus the costs of owning DOGE directly. The
Fund will indirectly bear its proportionate share of management fees and other
expenses that are charged by the Spot DOGE 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 Spot DOGE
ETPs.
If
the process of creation and redemption of baskets for the Spot DOGE 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 DOGE may not exist and, as a result, the price of the shares may
fall or otherwise diverge from NAV. The liquidity of the shares may also be
affected by the withdrawal from participation of APs. Security threats to the
Spot DOGE ETP account at the custodian could result in the halting of the Spot
DOGE ETP’s operations and a loss of the Spot DOGE ETP’s assets or damage to the
reputation of the Spot DOGE 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
Spot DOGE ETP’s DOGE may be volatile, adversely affecting the value of the
Shares. If the Spot DOGE ETP’s custodian agreement is terminated or its
custodian fails to provide services as required, the Spot DOGE ETP may need to
find and appoint a replacement custodian, which could pose a challenge to the
safekeeping of the Spot DOGE ETP’s DOGE, and the Spot DOGE 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 Spot DOGE ETP’s prime
execution agent could adversely impact the Spot DOGE ETP’s ability to create or
redeem baskets, or could cause losses to the Spot DOGE ETPs. A Spot DOGE ETP may
suspend the issuance of shares at any time which will impact the price of shares
of a Spot DOGE ETP, resulting in significant difference (premium/discount)
between the Spot DOGE ETP’s market price and its NAV. Additionally, the Fund may
be unable to transact in the shares of the Spot DOGE ETP at an acceptable price
and therefore the Fund may be unable to achieve its investment
objective.
◦Exposure
Concentration Risk. It
is currently expected that the Fund will derive a significant amount of its
exposure to the price performance of DOGE as a result of investing directly in
Spot DOGE ETPs or swap agreements or options that reference Spot DOGE ETPs. As a
result, the Fund’s performance will be highly dependent on the performance of
the Spot DOGE ETPs. If shares of the Spot DOGE ETPs were to be delisted or lose
their entire value, Fund Shares would also be expected to suffer a loss of
value. The Fund’s strategy makes the Fund extremely susceptible to
issuer-specific events relating to the Spot DOGE ETPs that may not necessarily
affect the DOGE market more broadly. This inherently makes an investment in the
Fund riskier than an investment in a fund that provides more diversified
exposure. Neither the Fund nor the Adviser have conducted due diligence upon the
Spot DOGE ETPs and make no representations or warranties whatsoever regarding
the Spot DOGE ETPs’ ability to acquire, dispose of or maintain proper custody of
DOGE. In the event that there is an issue regarding the Spot DOGE ETPs’ ability
to acquire, dispose of or maintain proper custody of DOGE, the Fund’s returns
will be negatively impacted.
◦Foreign
Securities Risk.
The Spot DOGE ETPs that are used as Reference Assets for the Fund’s DOGE-related
investments, or in which the Fund may invest directly, 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 NAV 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.
•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.
As a RIC, the Fund must derive at least 90% of its gross income each taxable
year from certain qualifying sources of income under the Code. The income of the
Fund from certain DOGE-related investments may be treated as non-qualifying
income for purposes of the Fund’s qualification as a RIC, in which case, the
Fund might fail to qualify as a RIC and be subject to federal income tax at the
Fund level. To the extent the Fund invests directly in DOGE-related investments,
the Fund will seek to restrict its income from such instruments that do not
generate qualifying income to a maximum of 10% of its gross income (when
combined with its other investments that produce non-qualifying income) to
comply with the qualifying income test necessary for the Fund to qualify as a
RIC under Subchapter M of the Code. However, the 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
Fund may gain most of its exposure to DOGE through its investment in the
Subsidiary, which may invest directly in DOGE-related investments, including
swaps, futures contracts and reverse repurchase agreements. The Fund’s
investment in the Subsidiary is expected to provide the Fund with exposure to
DOGE-related investments 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.
The
extent to which the Fund invests in DOGE-related investments may be limited by
the qualifying income test and the Asset Diversification Test, which the Fund
must continue to satisfy to maintain its status as a RIC. Failure to comply with
the requirements for qualification as a RIC could have significant negative tax
consequences to Fund shareholders. In such event, in order to re-qualify for
taxation as a RIC, the Fund may be required to recognize unrealized gains, pay
substantial taxes and interest and make certain distributions. If the Fund does
not qualify as a RIC for any taxable year and certain relief provisions are 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.
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 Fund’s Board of Trustees (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. The tax
treatment of certain DOGE-related investments may be affected by future
regulatory or legislative changes that could affect the character, timing and/or
amount of the Fund’s taxable income or gains and
distributions.
•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 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 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 swaps and futures, 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
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| 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, and Andres Valencia, Executive Vice President of Investment
Management 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. Each Portfolio Manager has 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
2x Long Sui ETF - FUND SUMMARY |
Important
Information About the Fund
The
21Shares 2x Long Sui ETF (the “SUI Fund” or the “Fund”) seeks daily investment
results, before fees and expenses, that correspond to two times (2x) the daily
price performance of Sui (“SUI”) for a single day, not for any other period. A
“single day” is measured from the time the Fund calculates its net asset value
(“NAV”) to the time of the Fund’s next NAV calculation. The NAV calculation time
for the Fund typically is 4:00 p.m. Eastern Time. The
return of the Fund for periods longer than a single day will be the result of
its return for each day compounded over the period. The Fund’s returns for
periods longer than a single day will very likely differ in amount, and possibly
even direction, from the Fund’s stated multiple (2x) times the return of daily
changes in the price of SUI for the same period. For periods longer than a
single day, the Fund will lose money if SUI’s performance is flat, and it is
possible that the Fund will lose money even if the price of SUI
increases.
Longer holding periods, higher volatility in the price of SUI, and greater
leveraged exposure each exacerbate the impact of compounding on an investor’s
returns. During periods of higher SUI volatility, the volatility of SUI may
affect the Fund’s return as much as or more than the return of the price of
SUI.
The
Fund presents different risks than other types of funds. The Fund uses leverage
and is riskier than similarly benchmarked funds that do not use leverage. The
Fund may not be suitable for all investors and should be used only by
knowledgeable investors who understand the consequences of seeking daily
leveraged (2x) investment results, including the impact of compounding on Fund
performance. The Fund is intended to be used as a short-term trading vehicle.
Investors in the Fund should actively manage and monitor their investments, as
frequently as daily. The Fund is not intended to be used by, and is not
appropriate for, investors who do not actively monitor and manage their
portfolio. An
investor in the Fund could potentially lose the full principal value of their
investment within a single day.
Investment
Objective
The
Fund seeks daily investment results, before fees and expenses, that correspond
to two times (2x) the daily price performance of SUI. The
Fund does not seek to achieve its stated investment objective over a period of
time greater than a single day.
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 |
|
Annual
Fund Operating Expenses
(expenses
that you pay each year as a percentage of the value of your
investment) |
| Management
Fee |
1.89% |
| Distribution
and/or Service (12b-1) Fees |
0.00% |
|
Other
Expenses1,2 |
2.66% |
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| Total
Annual Fund Operating Expenses |
4.55% |
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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”), the Fund’s investment 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 1.89% to be paid by the Subsidiary. This waiver will continue
in effect until 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:
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| 1
Year |
$456 |
3
Years |
$1,374 |
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 December 4, 2025 (commencement of operations) through
December 31, 2025, the Fund’s portfolio turnover rate was 0% of the average value of its
portfolio.
Principal Investment
Strategies
The
Fund invests in financial instruments that the Adviser and 21Shares US LLC (the
“Sub-Adviser”) believe in combination should produce daily returns (before fees
and expenses) that correspond to two times (2x) the daily price performance of
SUI. However, there can be no guarantee that such a strategy will produce the
desired results or that any SUI-related investment will provide returns that
closely correlate to those produced by SUI. Generally, SUI-related investments
are subject to certain implementation costs and expenses not applicable to
direct investments in SUI that will cause the returns of SUI-related investments
to differ from those of direct investments in SUI. Additionally, the ability to
trade SUI 24 hours a day may give rise to differences in returns of SUI-related
investments that trade during standard market hours.
Under
normal circumstances, the Fund will invest at least 80% of the Fund’s assets in,
or provide exposure equal to, financial instruments that the Adviser and
Sub-Adviser believe, in combination, should produce daily returns consistent
with the Fund’s investment objective of seeking daily investment results, before
fees and expenses, that correspond to two times (2x) the daily price performance
of SUI. The
Fund does not invest directly in SUI.
The
Fund will invest principally in the financial instruments listed
below:
•Swap
Agreements.
The Fund may achieve some or all of its exposure to SUI through its use of one
or more 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 SUI
that is equal, on a daily basis, to 200% of the value of the Fund’s net assets
(each, a “SUI Swap”). As of the date of this Prospectus, it is expected that the
Fund (and certain of its investments) will reference one or more of the
following benchmarks for purposes of determining the price of SUI: (i) exchange
traded products (“ETPs”) that hold SUI directly (a “Spot SUI ETP”), (ii) an
index or other reference rate that the Adviser and Sub-Adviser believe produce
daily returns consistent with those of SUI (“SUI Index”), or (iii) other
benchmarks that the Adviser and Sub-Adviser believe produce daily returns
consistent with those of SUI (collectively with any Spot SUI ETP and any SUI
Index, a “Reference Asset” or the “Reference Assets”). The SUI Swaps may
reference Spot SUI ETPs listed on a U.S. or European exchange. The Fund may also
invest directly in shares of Spot SUI ETPs. Such Spot SUI ETPs are not
registered under the Investment Company Act of 1940, as amended (the “1940 Act”)
and, therefore, do not provide investors with the investor protections of the
1940 Act. The Fund expects to invest in one or more SUI Swaps the reference
asset for which will be one or more Spot SUI ETPs, such as 21Shares Sui Staking
ETP. Generally, any such SUI Swap will provide the Fund with a return earned by
the Spot SUI ETP that is equal, on a daily basis, to 200% of the value of the
Fund’s net assets, be fully funded with all collateral maintained by a third
party pursuant to a tri-party arrangement, and be subject to daily collateral
adjustments to align the value of collateral with the value of the reference
asset. The Fund also may invest directly in one or more of the afore-mentioned
Spot SUI ETPs. The Fund may invest in ETPs or other products managed by,
sponsored by, or otherwise associated with the Sub-Adviser.
•SUI
Futures Contracts.
To obtain 2x daily exposure to SUI, the Fund may enter into, as the “buyer,” SUI
futures contracts that trade on an exchange registered with the Commodity
Futures Trading Commission (“CFTC”) (“SUI Futures Contracts”). In order to
maintain its 2x daily exposure to SUI, the Fund intends to 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 SUI Futures Contracts of any expiration date traded on any
CFTC-regulated commodity futures exchange, also known as a “designated contract
market” (“DCM”).
•SUI
Options.
The Fund also may invest in exchange-traded options contracts that reference
SUI, SUI Futures Contracts, or Spot SUI ETPs (“SUI Options”). As of the date of
this Prospectus, there were no SUI Options available for investment by the Fund.
However, it is expected that SUI Options will be available in the future. To the
extent available, the Fund may invest in options traded on an exchange
registered with the CFTC, or on Canadian and/or European 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”).
The
mix of financial instruments to achieve the desired exposure to SUI is at the
sole discretion of the Adviser and Sub-Adviser. The Adviser and Sub-Adviser may
consider the following factors, among others, when determining the Fund’s
investments in SUI-related
investments
and other financial instruments: 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 SUI-related investments primarily 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 SUI-related investments 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, has the same investment
objective as the Fund, but it may invest in certain investments, such as
SUI-related investments, 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”).
The
Adviser and Sub-Adviser attempt to consistently apply leverage to obtain
Reference Asset exposure for the Fund equal to 200% of the value of its net
assets and expects to adjust its exposure to the Reference Assets daily to
maintain such exposure. A “single day,” “day,” or “trading day” is measured from
the time the Fund calculates its NAV to the time of the Fund’s next NAV
calculation.
The
Fund will attempt to achieve its investment objective without regard to the
overall market movement or the increase or decrease of the price of SUI. At the
close of the markets on each trading day, the Adviser and Sub-Adviser determine
the type, quantity, and mix of investment positions, so that its exposure to the
price of SUI is consistent with the Fund’s investment objective. The impact of
movements in the price of SUI during the day will generally require the Fund to
adjust its exposure to the Reference Assets on a daily basis. For example, if
the price of SUI has risen on a given day, net assets of the Fund should rise,
meaning the Fund’s exposure will need to be increased. Conversely, if the price
of SUI has fallen on a given day, net assets of the Fund should fall, meaning
the Fund’s exposure will need to be reduced. These adjustments typically result
in high portfolio turnover.
The
Fund also expects to invest in cash, cash equivalents, or high-quality
securities, such as (i) U.S. Government securities, including 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 and Sub-Adviser to be of comparable quality. Such
investments are designed to provide liquidity or collateralize the Fund’s
investments in financial instruments, such as certain of the SUI-related
investments.
The
Fund is classified as a “non-diversified” investment company under the 1940 Act
and, therefore, may invest a greater percentage of its assets in a particular
issuer than a diversified fund.
Daily
rebalancing and the compounding of each day’s return over time means that the
return of the Fund for a period longer than a single day will be the result of
each day’s returns compounded over the period, which will likely differ in
amount, and possibly even direction, from two times (2x) the price performance
of SUI for the same period. The Fund will lose money if the price performance of
SUI is flat over time, and the Fund can lose money regardless of the performance
of the price of SUI because of daily rebalancing, the volatility of the price of
SUI, compounding of each day’s return, and other factors. See “Principal
Investment Risks” below.
Swap
Agreements
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.
SUI
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.
SUI
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.
Additional
Information about the Spot SUI ETPs
The
Fund may derive a significant amount of its exposure to the price performance of
SUI from its investment in swap agreements or options that reference a Spot SUI
ETP. The Spot SUI ETPs in which the Fund may invest (or which may be used as a
reference asset by the Fund) are exchange-traded products that are designed to
provide exposure to the performance of SUI and are fully secured by holdings of
SUI. The Spot SUI ETPs in which the Fund may invest include ETPs listed on a
European exchange, or U.S. ETPs, which are exchange-traded 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. Each non-U.S. Spot
SUI ETP issues bonds that are collateralized by the respective amount of units
of SUI. The issuer shall at any given time procure in relation to issued bonds
that it holds such amount of the underlying SUI equal to or exceeding the
aggregate claims of the bondholders, expressed as a number of units of SUI. The
value and performance of the bonds materially depends on the value and
performance of issuer’s holdings of SUI. Based on the non-U.S. Spot SUI ETPs’
payment and delivery obligations to bondholders, the bonds are expected (subject
to the deduction of any fees and costs) to track the performance of SUI nearly
1:1.
An
investor cannot purchase the bonds issued by non-U.S. Spot SUI ETPs directly
from the issuer in the primary market. Initially, in the primary market, the
bonds may only be subscribed for or purchased by authorized participants. Once
the bonds issued by non-U.S. Spot SUI ETPs have been subscribed for or purchased
in the primary market, investors may purchase the bonds in the secondary market
from any person on an anonymous basis (i) via the relevant stock exchange (in
case of bonds admitted to trading on a stock exchange) or (ii) over the
counter.
Additional
information about each of the Spot SUI ETPs in which the Fund may use as a
reference asset as of the date of this Prospectus is detailed below:
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| Name
and Ticker |
Domicile |
Listing
Exchange(s) |
SUI
Holdings (as of March 31, 2026) |
| 21Shares
Sui Staking ETP |
Switzerland |
Euronext
Amsterdam Borsa Italiana Deutsche Boerse Xetra Euronext
Paris SIX Swiss Exchange |
$52,786,318 |
| 21Shares
Sui ETF |
United
States |
NASDAQ |
$15,057,032 |
The
value of shares of a Spot SUI ETP may not directly correspond to the price of
SUI, and is highly volatile. The price of a SUI ETP may go down even if the
price of the underlying asset, SUI, remains unchanged. Additionally, shares that
trade at a premium mean that an investor who purchases $1 of a portfolio will
actually own less than $1 in assets.
Each
Spot SUI ETP is a passive investment vehicle that does not seek to generate
returns beyond tracking the price of SUI. This means the sponsor does not
speculatively sell SUI at times when its price is high or speculatively acquire
SUI at low prices in the expectation of future price increases. The Spot SUI
ETPs will not utilize hedging, leverage, derivatives or any similar arrangements
in seeking to meet its investment objective. Each Spot SUI ETP’s custodian will
keep custody of the Spot SUI ETP’s SUI, and will keep all of the private keys
associated with such Spot SUI ETP’s SUI held by the custodian in “cold storage.”
“Cold storage” is a safeguarding method by which the private keys corresponding
to the particular Spot SUI ETP’s SUI are generated and stored in an offline
manner using computers or devices that are not connected to the internet, which
is intended to make them more resistant to hacking.
SUI
SUI
is the native, proof-of-stake cryptographic token of SUI Network, a
permissionless and decentralized blockchain network and development platform.
The SUI token serves multiple functions within the SUI Network, including
securing the network through staking, enabling governance participation and
facilitating the payment of transaction fees.
The
SUI Network is a high-performance, decentralized blockchain designed to enable
seamless digital asset ownership and a wide range of decentralized applications.
The network is optimized for scalability, low latency, and composability, making
it particularly well-suited for decentralized finance, non-fungible tokens,
gaming, and enterprise applications.
SUI’s
innovative object-based data model and parallel transaction execution
significantly enhance throughput compared to traditional blockchains like
Ethereum and Bitcoin. The network employs Move, a programming language developed
specifically for the SUI Network. Move is designed to provide a safe and
flexible environment for writing smart contracts. Move’s key features include
resource scarcity, which ensures that digital assets cannot be duplicated, and a
strong type system that prevents common programming errors. This language is
tailored to the needs of the SUI Network, enabling developers to create secure
and efficient decentralized applications (dApps). The SUI Network also leverages
Rust, a systems programming language known for its performance and safety.
Rust’s memory safety features and concurrency capabilities make it an ideal
choice for building the core components of the SUI Network. Rust ensures that
its underlying infrastructure is robust, secure, and capable of handling high
transaction volumes.
By
leveraging horizontal scalability and a unique consensus mechanism, the SUI
Network aims to provide a low-cost, high-speed blockchain infrastructure that
supports mass adoption and real-world applications.
The
SUI token serves multiple purposes: (i) staking and security, where validators
and delegators stake SUI to secure the network and validate transactions; (ii)
transaction fees, as SUI is used to pay gas fees, which are designed to be low,
predictable, and stable; (iii) governance participation, where token holders can
vote on proposals related to network upgrades, policy changes, and validator
elections; and (iv) on-chain utility, as SUI is used in smart contracts,
decentralized finance applications, gaming economies, and NFT
marketplaces.
The
SUI token powers a variety of real-world applications:
1.Decentralized
Finance: Lending and borrowing protocols allow users to supply SUI for interest
or borrow against collateral. Yield farming and staking rewards allow liquidity
providers to earn yield by participating in automated market makers and
liquidity pools. Stablecoins and payments benefit from SUI’s fast and low-cost
transactions, making it ideal for cross-border transfers and
remittances.
2.Non-Fungible
Tokens: NFT minting and trading allow artists and developers to create and trade
NFTs on SUI’s blockchain with low minting costs. On-chain gaming assets enable
in-game items, skins, and collectibles to be represented as NFTs, unlocking true
ownership.
3.Gaming
and Metaverse: Play-to-earn gaming economies allow players to earn rewards in a
decentralized manner. Low-latency transactions enable smooth in-game purchases
and seamless on-chain interactions.
4.Supply
Chain and Enterprise Solutions: Provenance and authentication solutions track
goods transparently, ensuring authenticity and reducing fraud. Enterprise
blockchain integration supports identity management, record-keeping, and
automation.
5.Identity
Verification and Security: Decentralized identity solutions verify credentials
and prevent fraud. Data privacy enhancements allow privacy-preserving
transactions and selective disclosure mechanisms.
Principal
Investment Risks
SUI
and SUI-related investments are relatively new investments. They 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. The performance of SUI-related
investments, and therefore the performance of the Fund, may differ significantly
from the performance of SUI.
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 money
invested 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
Fund may not achieve its leveraged investment objective. The Fund presents risks
not traditionally associated with other mutual funds and ETFs. For example, due
to the Fund’s daily leveraged investment objective, a small adverse move in SUI
price will result in larger and potentially substantial declines in the Fund.
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 SUI, have experienced extreme
volatility and may do so in the future. Extreme volatility in the future,
including declines in the trading prices of SUI, 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 SUI as a
crypto asset, 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 SUI.
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 SUI 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 SUI may artificially inflate or deflate the price
of SUI. 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.
◦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
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 the 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.
If
an appropriate court determines that SUI 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, 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 the Fund.
If
the crypto asset trading venues become subject to onerous regulations or are
subject to enforcement actions by regulatory authorities (including the
Financial Crimes Enforcement Network (“FinCEN”), the SEC, the CFTC, the
Financial Industry Regulatory Authority (“FINRA”), the Consumer Financial
Protection Bureau (the “CFPB”), the Department of Justice (the “DOJ”), the
Department of Homeland Security (the “DHS”), the Federal Bureau of Investigation
(the “FBI”), the Internal Revenue Service (the “IRS”), the Office of the
Comptroller of the Currency, the Federal Deposit Insurance Corporation (the
“FDIC”), the Federal Reserve, and state financial institution regulators), among
other things, trading in SUI may be concentrated in a smaller number of trading
venues, which may materially impact the price, volatility, and trading volumes
of SUI. 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 SUI
(which may materially impact price, volatility, or trading of SUI 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 SUI. 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
SUI.
◦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 networks, 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, or 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
Ether Classic.
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 SUI, such competition could impact
demand for SUI 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
Ether Classic, 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 SUI 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:
▪a
“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.
▪a
“>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 SUI 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.
•SUI
Risk. Since
inception, the price of SUI has exhibited extreme volatility, with significant
drawdowns and sharp rallies. For example, SUI reached an all-time low of $0.3643
in October 2023 and an all-time high of $5.35 in January 2025, before settling
at $2.21 as of March 2025. SUI remains exposed to similar systemic shocks, and
future volatility could materially impair its market
value.
SUI’s
network architecture introduces additional risks. The protocol’s reliance on
validator consensus means that if a malicious actor were to control more than
33% of staked SUI, they could delay transaction finality; with over 66%, they
could potentially rewrite transaction history or censor activity. Although no
such attack has occurred to date, the concentration of SUI among early
contributors and ecosystem reserves increases the theoretical risk of validator
collusion or governance capture.
The
SUI Network’s governance is decentralized in theory but lacks formalized
processes for protocol upgrades or dispute resolution. Like other open-source
blockchain projects, SUI depends on voluntary coordination among developers,
validators, and users. This structure can hinder responsiveness to technical
challenges or security vulnerabilities. In the absence of a centralized
authority, disagreements over protocol direction could lead to contentious forks
or fragmentation of the community. Any such split could dilute developer
resources, confuse users, and depress the value of SUI.
SUI’s
validator incentives are tied to staking rewards and transaction fees. However,
the network’s fee-burning mechanism reduces the portion of fees available to
validators, potentially weakening long-term economic sustainability. If
validator rewards fail to offset operational costs or slashing penalties,
participation may decline, reducing network security and increasing the risk of
attack. Additionally, the bonding and unbonding periods required for staking
limit liquidity and may deter institutional engagement.
Smart
contracts on SUI are written in Move, a language designed to minimize
vulnerabilities. Nonetheless, smart contract exploits remain a persistent risk
across all blockchain platforms. SUI’s smart contracts may also be governed by
“admin keys” or privileged users, creating potential vectors for abuse or
mismanagement. If a critical contract is compromised, user funds could be lost,
and confidence in the network could erode.
SUI’s
utility is closely tied to DeFi and token issuance use cases. These sectors are
inherently cyclical and speculative, and demand for SUI may fluctuate
accordingly. SUI’s use in retail or commercial payments remains minimal, and its
long-term value proposition is unproven. If user interest shifts toward more
established or feature-rich platforms, SUI may struggle to maintain
relevance.
The
network’s scalability is also contingent on the performance of cross-chain
communication protocols. Delays in transaction finality on source or destination
chains can create bottlenecks, undermining the user experience. While SUI aims
to offer high throughput, it competes with other high-performance, which may
offer superior developer ecosystems or broader integrations.
Regulatory
uncertainty presents another material risk. Governments and regulators globally
are increasing scrutiny of digital assets, particularly those with privacy
features or decentralized governance. If SUI is deemed to facilitate illicit
activity or fails to comply with evolving legal standards, exchanges may delist
the token, or users may be restricted from accessing the network. Additionally,
banks may refuse to service businesses that interact with SUI, further limiting
its utility and adoption.
The
potential for forks or clones of the SUI protocol introduces further complexity.
A hard fork could result in two competing versions of the network, each with its
own token, user base, and validator set. This could confuse users, fragment
liquidity, and reduce the value of both chains. Clones of the SUI codebase may
also emerge, creating competing ecosystems that dilute developer attention and
user engagement.
Finally,
SUI’s proof-of-stake consensus model is relatively new and untested at scale
compared to Bitcoin’s proof-of-work system. While it offers energy efficiency
and faster finality, it may harbor undiscovered vulnerabilities or incentive
misalignments. If the network fails to scale securely or suffers a major
technical failure, the value of SUI could decline sharply.
In
summary, while SUI presents a novel approach to scalable smart contract
execution, it faces significant risks related to market volatility, validator
centralization, governance fragmentation, smart contract security, regulatory
exposure, and competitive pressure. These factors may adversely affect the
long-term viability of the network and the value of
SUI.
•SUI
Exposure Risk. The
Fund expects to have significant exposure to SUI. As a result, the Fund’s
performance may be disproportionately and significantly impacted by the poor
performance of SUI or events materially affecting the SUI ecosystem. The Fund’s
significant exposure to SUI makes it more susceptible to any single occurrence
affecting SUI or SUI-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.
•Active
Management Risk. The Fund is actively managed and may not meet its investment
objective based on the Adviser’s success or failure to implement strategies for
the Fund. The Fund invests in complex instruments (each described below),
including swap agreements and futures contracts. Such instruments may create
enhanced risks for the Fund and the Adviser’s ability to control the Fund’s
level of risk will depend on the Adviser’s skill in managing such instruments.
In addition, the Adviser’s evaluations and assumptions regarding investments,
interest rates, inflation, and other factors may not successfully achieve the
Fund’s investment objective given actual market conditions.
•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 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 contracts and swap
agreements to gain exposure to SUI without purchasing SUI 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.
•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, Authorized Participants (“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.
•Daily
Correlation/Tracking Risk. There
is no guarantee that the Fund will achieve a high degree of correlation to the
price performance of SUI and therefore achieve its daily leveraged investment
objective. The Fund seeks to adjust its exposure to the Reference Assets daily
to keep leverage consistent with its daily leveraged investment objective and to
achieve a high degree of correlation with the price performance of SUI. In
addition, the Fund’s exposure to the price of SUI is impacted by the movement of
the price of SUI. Because of this, it is unlikely that the Fund will be
perfectly exposed to the price performance of SUI at the end of each day. The
possibility of the Fund being materially over- or under-exposed to the price
performance of SUI increases on days when the price of SUI is volatile near the
close of the trading day. Market disruptions, regulatory restrictions, and
extreme volatility will also adversely affect the Fund’s ability to adjust
exposure to the required levels.
The
Fund may have difficulty achieving its daily leveraged investment objective for
many reasons, including fees, expenses, transaction costs, financing costs
related to the use of derivatives, accounting standards and their application to
income items, disruptions, illiquidity or high volatility in the markets for the
securities or financial instruments in which the Fund invests. The Fund may be
subject to large movements of assets into and out of the Fund, potentially
resulting in the Fund being over- or under-exposed to SUI. These factors could
decrease the correlation between the performance of the Fund and SUI and may
hinder the Fund’s ability to meet its daily leveraged investment objective on or
around that day.
•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. The derivatives used by the 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 the Fund to liquidate other
portfolio investments at inopportune times (e.g., at a loss to comply with
limits on leverage imposed by the 1940 Act or when the Adviser otherwise would
have preferred to hold the investment) or to meet redemption requests. 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 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 futures contract
and the price of underlying asset; (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 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 DCM, or the CFTC on the Fund or the 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.
◦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 SUI market, a disruption to the SUI market, 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 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 SUI. 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 SUI 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 SUI-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 SUI-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
Adviser’s ability to predict correctly 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, 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 Futures and Options. Participation
in foreign futures and 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 futures or foreign options transaction occurs. For these
reasons, when the Fund trades foreign futures or foreign options contracts, it
may not be afforded certain of the protective measures provided by the CEA, 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
futures or foreign options transactions may not be provided the same protections
as proceeds derived from transactions on U.S. futures exchanges. In addition,
the price of any foreign futures or 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.
•Effects
of Compounding and Market Volatility Risk. The
Fund has a daily leveraged investment objective and the Fund’s performance for
periods greater than a trading day will be the result of each day’s returns
compounded over the period, which is very likely to differ from two times (2x)
the price performance of SUI, before fees and expenses. Compounding affects all
investments, but has a more significant impact on funds that are leveraged and
that rebalance daily. For a leveraged fund, if adverse daily performance of the
price of SUI reduces the amount of a shareholder’s investment, any further
adverse daily performance will lead to a smaller dollar loss because the
shareholder’s investment had already been reduced by the prior adverse
performance. Equally, however, if favorable daily performance of the price of
SUI increases the amount of a shareholder’s investment, the dollar amount lost
due to future adverse performance will increase because the shareholder’s
investment has increased.
The
effect of compounding becomes more pronounced as volatility of the price of SUI
and the holding period increase. The impact of compounding will impact each
shareholder differently depending on the period of time an investment in the
Fund is held and the volatility of the price of SUI during the shareholder’s
holding period of an investment in the Fund.
The
table below provides examples of how reference price volatility could affect the
Fund’s performance. The table illustrates the impact of two factors that affect
the Fund’s performance: SUI price volatility and the price performance of SUI.
The price performance of SUI shows the percentage change in the price of SUI
over the specified time period, while SUI price volatility is a statistical
measure of the magnitude of fluctuations in the price performance during that
time period. As illustrated below, even if the price change over two equal time
periods is identical, different price volatility (i.e.,
fluctuations in the rates of return) during the two time periods could result in
drastically different Fund performance for the two time periods due to the
effects of compounding daily returns during the time periods.
Fund
performance for periods greater than one single day can be estimated given any
set of assumptions for the following factors: a) price volatility; b) price
performance; c) period of time; d) financing rates associated with leveraged
exposure; and e) other Fund expenses. The table below illustrates the impact of
two principal factors – price volatility and price performance – on Fund
performance. The table shows estimated Fund returns for a number of combinations
of price volatility and price performance over a one-year period. Performance
shown in the table assumes that: (i) no dividends were paid with respect to the
Reference Asset; (ii) there were no Fund expenses; and (iii) borrowing/lending
rates (to obtain leveraged exposure) of 0%. If Fund expenses and/or actual
borrowing/lending rates were reflected, the estimated returns would be different
than those shown. Particularly during periods of higher price volatility,
compounding will cause results for periods longer than a trading day to vary
from two times (2x) the performance of the price of SUI.
As
shown in the table below, the Fund would be expected to lose 6.1% if the price
of SUI did not change over a one year period during which the price experienced
annualized volatility of 25%. At higher ranges of volatility, there is a chance
of a significant loss of value in the Fund, even if the price is flat. For
instance, if the annualized volatility of the price of SUI is 100%, the Fund
would be expected to lose 63.2% of its value, even if the cumulative change in
the price of SUI for the year was 0%. Areas shaded red (or dark gray) represent
those scenarios where the Fund can be expected to return less than two times
(2x) the change in the price of SUI and those shaded green (or light gray)
represent those scenarios where the Fund can be expected to return more than two
times (2x) the change in the price of SUI. The Fund’s actual returns may be
significantly better or worse than the returns shown below as a result of any of
the factors discussed above or in “Daily Correlation/Tracking Risk”
above.
|
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|
| |
| One
Year Price Performance |
Two
Times (2x) One Year Price Performance |
Volatility
Rate |
| Return |
Return |
10% |
25% |
50% |
75% |
100% |
| -60% |
-120% |
-84.2% |
-85.0% |
-87.5% |
-90.9% |
-94.1% |
| -50% |
-100% |
-75.2% |
-76.5% |
-80.5% |
-85.8% |
-90.8% |
| -40% |
-80% |
-64.4% |
-66.2% |
-72.0% |
-79.5% |
-86.8% |
| -30% |
-60% |
-51.5% |
-54.0% |
-61.8% |
-72.1% |
-82.0% |
| -20% |
-40% |
-36.6% |
-39.9% |
-50.2% |
-63.5% |
-76.5% |
| -10% |
-20% |
-19.8% |
-23.9% |
-36.9% |
-53.8% |
-70.2% |
| 0% |
0% |
-1.0% |
-6.1% |
-22.1% |
-43.0% |
-63.2% |
| 10% |
20% |
19.8% |
13.7% |
-5.8% |
-31.1% |
-55.5% |
| 20% |
40% |
42.6% |
35.3% |
12.1% |
-18.0% |
-47.0% |
| 30% |
60% |
67.3% |
58.8% |
31.6% |
-3.7% |
-37.8% |
| 40% |
80% |
94.0% |
84.1% |
52.6% |
11.7% |
-27.9% |
| 50% |
100% |
122.8% |
111.4% |
75.2% |
28.2% |
-17.2% |
| 60% |
120% |
153.5% |
140.5% |
99.4% |
45.9% |
-5.8% |
•ETF
Risks.
The Fund is an ETF and, as a result of its structure, 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 Nasdaq Stock Market, LLC (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.
•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.
•Intra-Day
Investment Risk. The
Fund seeks leveraged investment results from the close of the market on a given
trading day until the close of the market on the subsequent trading day. The
exact exposure of an investment in the Fund intraday in the secondary market is
a function of the difference between the price of SUI at the market close on the
first trading day and the price of SUI at the time of purchase. If the price of
SUI increases, the Fund’s net assets will rise by the same amount as the Fund’s
exposure. Conversely, if the price of SUI declines, the Fund’s net assets will
decline by the same amount as the Fund’s exposure. Thus, an investor that
purchases shares intra-day may experience performance that is greater than, or
less than, the Fund’s stated multiple of the price performance of
SUI.
If
there is a significant intra-day market event and/or the price of SUI
experiences a significant decrease, the Fund may not meet its investment
objective or rebalance its portfolio appropriately. Additionally, the Fund may
close to purchases and sales of Shares prior to the close of regular trading on
the Exchange and incur significant losses.
•Leverage
Risk. The
Fund seeks to achieve and maintain the exposure to the price of SUI by using
leverage. Therefore, the Fund is subject to leverage risk. When the Fund
purchases or sells an instrument or enters into a transaction without investing
an
amount
equal to the full economic exposure of the instrument or transaction, it creates
leverage, which can result in the Fund losing more than it originally invested.
As a result, these investments may magnify losses to the Fund, and even a small
market movement may result in significant losses to the Fund. Leverage may also
cause the Fund to be more volatile because it may exaggerate the effect of any
increase or decrease in the value of the Fund’s portfolio securities. Swaps and
futures trading involves a degree of leverage and as a result, a relatively
small price movement in the Reference Asset may result in immediate and
substantial losses to the Fund.
•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-Correlation
Risk. The
performance of the Fund will not, and is not intended to, correlate exactly to
the performance of SUI and will vary somewhat due to factors such as fees and
expenses of the Fund, transaction costs, regulatory restrictions, and active
management of the Fund’s portfolio.
•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.
•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 the 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.
•Spot
SUI ETP Risks. In
addition to the risks associated with SUI noted above, Spot SUI ETPs are subject
to additional risks:
◦ETP
Risk. The
Fund may invest in Spot SUI ETPs or use them as Reference Assets for SUI-related
investments. ETP shares trade like exchange-traded funds on a securities
exchange. The price of a Spot SUI ETP is derived from and based upon the value
of spot SUI and cash held by the Spot SUI ETP. However, shares of Spot SUI ETPs
trade at market prices, not NAV which means they may trade at prices above or
below the value of their underlying portfolios. There can be no assurance that
the returns of Spot SUI ETPs will correspond, or be closely related, to the
performance of SUI. The level of risk involved in the purchase or sale of a Spot
SUI ETP is similar to the risk involved in the purchase or sale of an
exchange-traded fund, except that the pricing mechanism for a Spot SUI ETP is
based on a basket of SUI and cash. Thus, the risks of owning a Spot SUI ETP
generally reflects the risks of owning the underlying SUI and cash that the Spot
SUI ETP holds. Spot SUI ETPs have a relatively limited history of operations.
Because certain Spot SUI ETPs are relatively new products, their shares may have
a lack of liquidity, which could result in the market price of the Spot SUI ETP
shares being more volatile than the underlying portfolio of SUI and cash.
Disruptions in the markets for SUI could result in losses on investment in Spot
SUI ETPs. In addition, an actual trading market may not develop for Spot SUI ETP
shares and the listing exchange may halt trading of a Spot SUI ETP’s shares.
Spot SUI ETPs are subject to management fees and other fees that may increase
their costs versus the costs of owning SUI directly. The Fund will indirectly
bear its proportionate share of management fees and other expenses that are
charged by the Spot SUI 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 Spot SUI
ETPs.
If
the process of creation and redemption of baskets for the Spot SUI 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 SUI may not exist and, as a result, the price of the shares may
fall or otherwise diverge from NAV. The liquidity of the shares may also be
affected by the withdrawal from participation of APs. Security threats to the
Spot SUI ETP account at the custodian could result in the halting of the Spot
SUI ETP’s operations and a loss of the Spot SUI ETP’s assets or damage to the
reputation of the Spot SUI 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 Spot
SUI ETP’s SUI may be volatile, adversely affecting the value of the Shares. If
the Spot SUI ETP’s custodian agreement is terminated or its custodian fails to
provide services as required, the Spot SUI ETP may need to find and appoint a
replacement custodian, which could pose a challenge to the safekeeping of the
Spot SUI ETP’s SUI, and the Spot SUI 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 Spot SUI ETP’s prime execution agent could adversely
impact the Spot SUI ETP’s ability to create or redeem baskets, or could cause
losses to the Spot SUI ETPs. A Spot SUI ETP may suspend the issuance of shares
at any time which will impact the price of shares of a Spot SUI ETP, resulting
in significant difference (premium/discount) between the Spot SUI ETP’s market
price and its NAV. Additionally, the Fund may be unable to transact in the
shares of the Spot SUI ETP at an acceptable price and therefore the Fund may be
unable to achieve its investment objective.
◦Exposure
Concentration Risk. It
is currently expected that the Fund will derive a significant amount of its
exposure to the price performance of SUI as a result of investing directly in
Spot SUI ETPs or swap agreements or options that reference Spot SUI ETPs. As a
result, the Fund’s performance will be highly dependent on the performance of
the Spot SUI ETPs. If shares of the Spot SUI ETPs were to be delisted or lose
their entire value, Fund Shares would also be expected to suffer a loss of
value. The Fund’s strategy makes the Fund extremely susceptible to
issuer-specific events relating to the Spot SUI ETPs that may not necessarily
affect the SUI market more broadly. This inherently makes an investment in the
Fund riskier than an investment in a fund that provides more diversified
exposure. Neither the Fund nor the Adviser have conducted due diligence upon the
Spot SUI ETPs and make no representations or warranties whatsoever regarding the
Spot SUI ETPs’ ability to acquire, dispose of or maintain proper custody of SUI.
In the event that there is an issue regarding the Spot SUI ETPs’ ability to
acquire, dispose of or maintain proper custody of SUI, the Fund’s returns will
be negatively impacted.
◦Foreign
Securities Risk.
The Spot SUI ETPs that are used as Reference Assets for the Fund’s SUI-related
investments, or in which the Fund may invest directly, 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 NAV 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.
◦Staking
Risk.
When a Spot SUI ETP stakes SUI, it 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 Spot SUI ETP lock up the staked SUI, meaning that the Spot SUI ETP
cannot sell or transfer the staked SUI during the time when the SUI is locked up
(the “lock-up period”). The lock-up period may be longer than anticipated based
on network activity. In addition, during the lock-up period, the Spot SUI ETP is
subject to the market price volatility of the staked SUI, and it may miss
opportunities to sell the staked SUI during opportune times. Staking SUI 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. For example, slashing can result from isolated validator mistakes,
malicious activity, coordinated attacks, software bugs, or provider failures.
Slashing serves as an enforcement mechanism to ensure network resilience, but
correlated slashing events can be catastrophic. Penalties can scale
aggressively, potentially leading 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. There are generally five major staking software providers, and
over-allocating to
validators
using the same software increases the risk of a single issue impacting a large
amount of staked assets. Similarly, complications in specific cloud regions
(i.e.,
a particular geographical area where a cloud provider’s data centers are
located) can create outages that impact validators. Such complications may
include, but are not limited to, compliance and regulatory issues, security
breaches such as ransomware threats and attacks, data breaches, and malicious
actors, and cloud network and infrastructure performance issues (e.g.,
network latency and service outages). Staked SUI is 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 SUI or a loss of any rewards. The loss of the staked SUI
(either in whole or partially) during the staking period will have a material
adverse effect on the Spot SUI
ETP.
•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. As
a RIC, the Fund must derive at least 90% of its gross income each taxable year
from certain qualifying sources of income under the Code. The income of the Fund
from certain SUI-related investments may be treated as non-qualifying income for
purposes of the Fund’s qualification as a RIC, in which case, the Fund might
fail to qualify as a RIC and be subject to federal income tax at the Fund level.
To the extent the Fund invests directly in SUI-related investments, the Fund
will seek to restrict its income from such instruments that do not generate
qualifying income to a maximum of 10% of its gross income (when combined with
its other investments that produce non-qualifying income) to comply with the
qualifying income test necessary for the Fund to qualify as a RIC under
Subchapter M of the Code. However, the 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
Fund may gain most of its exposure to SUI through its investment in the
Subsidiary, which may invest directly in SUI-related investments, including
swaps, futures contracts and reverse repurchase agreements. The Fund’s
investment in the Subsidiary is expected to provide the Fund with exposure to
SUI-related investments 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.
The
extent to which the Fund invests in SUI-related investments may be limited by
the qualifying income test and the Asset Diversification Test, which the Fund
must continue to satisfy to maintain its status as a RIC. Failure to comply with
the requirements for qualification as a RIC could have significant negative tax
consequences to Fund shareholders. In such event, in order to re-qualify for
taxation as a RIC, the Fund may be required to recognize unrealized gains, pay
substantial taxes and interest and make certain distributions. If the Fund does
not qualify as a RIC for any taxable year and certain relief provisions are 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.
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 Fund’s Board of Trustees (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. The tax
treatment of certain SUI-related investments may be affected by future
regulatory or legislative changes that could affect the character, timing and/or
amount of the Fund’s taxable income or gains and
distributions.
•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 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 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 swaps and futures, 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
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| 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, and Andres Valencia, Executive Vice President of Investment
Management 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. Each Portfolio Manager has served as a Portfolio
Manager of the Fund since its inception in December
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 Listed Funds Trust
(the “Trust”) without shareholder approval upon written notice to shareholders.
The
DOGE Fund is designed to seek daily investment results, before fees and
expenses, that correspond to two times (2x) the daily total return of
DOGE.
The
SUI Fund is designed to seek daily investment results, before fees and expenses,
that correspond to two times (2x) the daily total return of SUI.
(Hereinafter,
each of DOGE and SUI may be referred to as a “Crypto Asset,” or together, the
“Crypto Assets”).
If,
on a given day, a Crypto Asset gains 1%, the corresponding Fund is designed to
gain approximately 2% (which is equal to two times 1%). Conversely, if a Crypto
Asset loses 1% on a given day, the corresponding Fund is designed to lose
approximately 2%. Each Fund seeks leveraged investment results on a daily basis
– from the close of regular trading on one trading day to the close on the next
trading day – which should not be equated with seeking a leveraged investment
objective for any other period. Each
Fund is designed as a short-term trading vehicle. The Funds are intended to be
used by investors who intend to actively monitor and manage their
portfolios.
Principal
Investment Strategies
The
DOGE Fund seeks to achieve its investment objective by investing, under normal
circumstances, at least 80% of its assets in, or provide exposure equal to,
financial instruments that the Adviser and Sub-Adviser believe, in combination,
should produce daily returns consistent with the Fund’s investment objective of
seeking daily investment results, before fees and expenses, that correspond to
two times (2x) the daily price performance of DOGE. The SUI Fund seeks to
achieve its investment objective by investing, under normal circumstances, at
least 80% of its assets in, or provide exposure equal to, financial instruments
that the Adviser and Sub-Adviser believe, in combination, should produce daily
returns consistent with the Fund’s investment objective of seeking daily
investment results, before fees and expenses, that correspond to two times (2x)
the daily price performance of SUI. Each Fund may change its 80% investment
policy without shareholder approval upon 60 days’ notice to
shareholders.
The
Adviser uses a number of investment techniques in an effort to achieve the
stated investment objective for each Fund. Each Fund seeks two times (2x) the
daily price performance of the referenced Crypto Asset on a given day. To do
this, the Adviser creates net “long” positions for a Fund. The Adviser may
create short positions in a Fund even though the net exposure in the Fund will
be long. Long positions move in the same direction as the applicable Crypto
Asset, advancing when the Crypto Asset advances and declining when the Crypto
Asset declines.
In
seeking to achieve a Fund’s investment objective, the Adviser uses statistical
and quantitative analysis to determine the investments the Fund makes and the
techniques it employs. The Adviser determines the type, quantity, and mix of
investment positions that it believes in combination should produce daily
returns consistent with the Fund’s investment objective. In general, if a Fund
is performing as designed, the return of the applicable Crypto Asset will
dictate the return for the Fund. The Adviser does not invest the assets of a
Fund in securities, derivatives, or other investments based on the Adviser’s
view of the investment merit of a particular security, instrument, or company,
nor does it conduct conventional investment research or analysis or forecast
market movements or trends. The Funds generally pursue their investment
objectives regardless of the market conditions and does not take defensive
positions.
Each
Fund has a clearly articulated daily leveraged investment objective which
requires the Fund to seek economic exposure in excess of its net assets
(i.e.,
economic leverage). Each Fund invests in some combination of financial
instruments so that it generates economic exposure consistent with the Fund’s
investment objective.
The
Funds will invest significantly in swap agreements, options and futures
contracts to obtain economic “leverage.” Leveraging allows the Adviser to
generate a greater positive or negative return for the Funds than what would be
generated on the invested capital without leverage, thus changing small market
movements into larger changes in the value of the investments of the
Funds.
At
the close of the markets on each trading day, each Fund will position its
portfolio to ensure that the Fund’s exposure to the applicable Crypto Asset is
consistent with the Fund’s stated investment objective. The impact of market
movements during the day will generally require each Fund to adjust its exposure
to the Reference Assets on a daily basis. If a Crypto Asset has risen on a given
day, the corresponding Fund’s net assets should rise, meaning its exposure will
typically need to be increased. Conversely, if a Crypto Asset has fallen on a
given day, the corresponding Fund’s net assets should fall, meaning its exposure
will typically need to be reduced.
Each
Fund may have difficulty in achieving its daily leveraged investment objective
due to fees, expenses, transaction costs, income items, accounting standards,
significant purchase and redemption activity by Fund shareholders, and/or
disruptions or a temporary lack of liquidity in the markets for the investments
held by the Fund.
A
Crypto Asset exchange or market may close or issue trading halts, or the ability
to buy or sell certain DOGE-related investments or SUI-related investments
(together, “crypto-related investments”) may be restricted, which may result in
a Fund being unable to buy or sell certain financial instruments. In such
circumstances, the applicable Fund may be unable to rebalance its portfolio, may
be unable to accurately price its investments and/or may incur substantial
trading losses.
Each
Fund may also invest in Spot DOGE ETPs or Spot SUI ETPs (together, “Spot Crypto
Asset ETPs”).
If
a Fund is unable to obtain sufficient leveraged exposure to the applicable
Crypto Asset due to the limited availability of necessary investments or
financial instruments, the Fund could, among other things, limit or suspend
creation units until the Adviser determines that the requisite exposure to the
Crypto Asset is obtainable. During the period that creation units are suspended,
a Fund could trade at a significant premium or discount to its NAV and could
experience substantial redemptions.
Each
Fund may invest in DOGE- or SUI-related investments, as applicable, 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.
Reverse
Repurchase Agreements
The
Funds 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 use 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.
A
Cautionary Note to Investors Regarding Dramatic Crypto Asset
Movements
Each
Fund seeks daily exposure to Crypto Assets equal to 200% of its net assets. As a
consequence, a Fund could lose an amount greater than its net assets in the
event of a decline in the value of the applicable Crypto Asset in excess of 50%
of the value of the referenced Crypto Asset. The risk of total loss exists. If
the price of a Crypto Asset has a dramatic adverse movement that causes a
material decline in a respective Fund’s net assets, the terms of such Fund’s
swap agreements may permit the counterparty to immediately close out the swap
transaction. In that event, a Fund may be unable to enter into another swap
agreement or invest in other derivatives to achieve exposure consistent with
such Fund’s investment objective. This may prevent a Fund from achieving its
leveraged investment objective, even if the price of the applicable Crypto Asset
later reverses completely or partially.
Understanding
the Risks and Long-Term Performance of Daily Objective Funds – the Impact of
Compounding
Each
Fund is designed to provide leveraged (2x) results on a daily basis. A Fund,
however, is unlikely to provide a simple multiple (i.e.,
2x) of the price performance of a Crypto Asset over periods longer than a single
day.
•Why?
The hypothetical example below illustrates how daily leveraged fund returns can
behave for periods longer than a single day.
Take
a hypothetical fund XYZ that seeks to achieve twice the daily price performance
of XYZ digital asset (“XYZ DA”). On each day, fund XYZ performs in line with its
objective (2x the daily price performance of XYZ DA before fees and expenses).
Notice that over the entire five-day period, the fund’s total return is
considerably less than two times that of the period performance of the price of
XYZ DA. For the five-day period, the price of XYZ DA gained 5.1% while fund XYZ
gained 9.9% (versus 2 x 5.1% or 10.2%). In other scenarios, the return of a
daily rebalanced fund could be greater than three times the return of the
asset.
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| Price
of XYZ DA |
Fund
XYZ |
|
| Level |
Daily
Performance |
Daily
Performance |
Net
Asset Value |
| Start |
100.0 |
|
| $100.00 |
| Day
1 |
103.0 |
3.0% |
6.0% |
$106.00 |
| Day
2 |
99.9 |
-3.0% |
-6.0% |
$99.62 |
| Day
3 |
103.9 |
4.0% |
8.0% |
$107.60 |
| Day
4 |
101.3 |
-2.5% |
-5.0% |
$102.21 |
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| Price
of XYZ DA |
Fund
XYZ |
|
| Level |
Daily
Performance |
Daily
Performance |
Net
Asset Value |
| Day
5 |
105.1 |
3.8% |
7.5% |
$109.88 |
| Total
Return |
| 5.1% |
9.9% |
|
•Why
does this happen?
This effect is caused by compounding, which exists in all investments, but has a
more significant impact on a daily leveraged fund. The return of a daily
leveraged fund for a period longer than a single day is the result of its return
for each day compounded over the period and usually will differ in amount, and
possibly even direction, from the daily leveraged fund’s stated multiple times
the change in the price of the daily leveraged fund’s respective underlying
asset for the same period. In general, during periods of higher volatility in
the asset’s price, compounding will cause longer term results to be less than
the multiple of the change in the asset’s price. This effect becomes more
pronounced as volatility increases. Conversely, in periods of lower volatility
in the asset’s price, fund returns over longer periods can be higher than the
multiple of the change in the asset’s price. Actual results for a particular
period, before fees and expenses, are also dependent on the following factors:
a) the volatility of the asset’s price; b) the change in the asset’s price; c)
period of time; d) financing rates associated with derivatives; and e) other
fund expenses. The examples herein illustrate the impact of two principal
factors —price volatility and price change — on fund performance.
•What
it means to you.
Daily leveraged funds, if used properly and in conjunction with the investor’s
view on the future direction and volatility of the markets, can be useful tools
for knowledgeable investors who want to manage their exposure to various markets
and market segments. Investors should understand the consequences of seeking
daily investment results, before fees and expenses, that correspond to the
performance of a daily benchmark such as the multiple (i.e., 2x) of the daily
performance of a reference price for a single day, not for any other period,
including the impact of compounding on fund performance. Investors should
monitor and/or periodically rebalance their portfolios (which will possibly
trigger transaction costs and tax consequences), as frequently as daily.
Investors considering these Funds should understand that they are designed to
provide a positive multiple of a price change for a single day, not for any
other period.
Additionally,
investors should recognize that the degree of volatility of a Crypto Asset’s
price can have a dramatic effect on a Fund’s longer-term performance. The more
volatile a Crypto Asset’s price is, the more the applicable Fund’s longer-term
performance will negatively deviate from a simple multiple (i.e., 2x) of the
Crypto Asset’s longer-term performance. The return of a Fund for a period longer
than a single day is the result of its return for each day compounded over the
period and usually will differ in amount, and possibly even direction, from the
Fund’s stated multiple times the price change of the relevant Crypto Asset for
the same period. For periods longer than a single day, a Fund will lose money if
the referenced Crypto Asset’s price performance is flat over time, and it is
possible that the Fund will lose money over time regardless of the price change
of the referenced Crypto Asset, as a result of daily rebalancing, the Crypto
Asset price’s volatility, compounding, and other factors. An
investor in a Fund could potentially lose the full principal value of his/her
investment within a single day.
Additional
Information about DOGE
Dogecoin
and the Dogecoin Blockchain
Dogecoin
is a digital asset that is created and transmitted through the operations of the
peer-to-peer “Dogecoin Network,” a decentralized network of computers that
operates on cryptographic protocols. The Dogecoin Blockchain is the
decentralized ledger upon which Dogecoin transactions are processed and settled,
serving as the underlying technology of the Dogecoin Network. No single entity
owns or operates the Dogecoin Blockchain, the infrastructure of which is
collectively maintained by a decentralized user base.
The
Dogecoin Network allows people to exchange tokens of value, Dogecoin, which are
recorded on the Dogecoin Blockchain. Dogecoin can be used to pay for goods and
services, including to send a transaction on the Dogecoin Network, or it can be
converted to fiat currencies, such as the U.S. dollar. The Dogecoin Network is
based on a shared public ledger, the Dogecoin Blockchain, similar to the Bitcoin
network. However, the Dogecoin Network differentiates itself from other digital
asset networks in that its stated primary function is community-driven and
widely used for tipping and microtransactions, rather than serving as a store of
value. The Dogecoin Network is designed to be a fast and accessible peer-to-peer
payment system. As a result, the Dogecoin Network and Dogecoin aim to improve
the ease and affordability of transferring value while fostering a fun and
inclusive community around the digital asset.
Dogecoin
was originally developed by software engineers Billy Markus and Jackson Palmer.
Markus and Palmer believed that existing cryptocurrencies at the time, such as
bitcoin, had overly grandiose goals to “change the world,” and launched Dogecoin
as a fun, community-driven, and lighthearted alternative. Dogecoin emphasized
ease of use and a sense of humor. The project adopted a popular internet meme –
a photograph of a Shiba Inu dog named Kabosu, which was the “top meme” for 2013
according to an online meme ranking system called “Know Your Meme” – as its
brand image and mascot, and chose the name “Dogecoin” in reference to the dog as
a way of emphasizing the fun and friendly aspects of the project. The use of an
internet meme as inspiration for the project later caused users to refer to
Dogecoin as a memecoin, and sparked the creation of many competitor memecoins.
Dogecoin quickly became popular following its launch, gaining adoption as a
speculative investment and as a tool for tipping and small transactions. The
Dogecoin
Foundation was established in 2014 as a not-for-profit entity that supports the
Dogecoin cryptocurrency through development and advocacy and provides Dogecoin
trademark defense to prevent abuse and fraud.
Built
on the framework of Litecoin, Dogecoin uses a simplified and energy-efficient
proof-of-work mechanism using the cryptographic algorithm “Scrypt”, which allows
for faster transaction processing compared to Bitcoin. Relative to Bitcoin,
which utilizes the SHA-256 cryptographic algorithm, the Dogecoin Blockchain is
optimized for speed, processing transactions in approximately one minute, as
opposed to approximately 10 minutes for Bitcoin, and is energy-efficient
compared to many other blockchain systems.
Transactions
are validated on the Dogecoin Blockchain by a network of independent nodes.
These nodes participate in securing and updating the ledger through a
proof-of-work mechanism. Any participant can run a node to validate transactions
and contribute to the health and integrity of the network. Unlike permissioned
systems, the Dogecoin Blockchain operates in a fully decentralized and
permissionless manner, allowing anyone to join and participate in the network
without requiring approval or relying on trusted entities.
The
process begins when a user submits a transaction to the Dogecoin Network. The
submitted transaction is broadcast to nodes within the network. Miners, who act
as validators, then group transactions into blocks and compete to solve a
computational puzzle as part of the proof-of-work process. The first miner to
successfully solve the puzzle adds their block of transactions to the
blockchain. Once a block is added, it is shared with all nodes in the network,
which validate the new block and ensure that it conforms to the blockchain’s
rules. This decentralized process ensures the accuracy and security of the
Dogecoin Blockchain.
Notably,
Dogecoin miners may engage in “merged mining” with the Litecoin network, because
Dogecoin and Litecoin use the same Scrypt-based proof-of-work consensus
mechanism. Merged mining occurs when a single miner mines blocks on two chains
at once. The process allows the smaller chain to benefit from the security of
the larger chain, but can introduce risks of centralization and conflicts of
interest.
Before
engaging in Dogecoin transactions, a user generally must first install Dogecoin
wallet software on their computer or mobile device. This software allows the
user to generate a private and public key pair associated with a Dogecoin
address. The Dogecoin wallet enables the user to connect to the blockchain and
transfer Dogecoin to, and receive Dogecoin from, other users.
Each
Dogecoin address, or wallet, is associated with a unique “public key” and
“private key” pair. To receive Dogecoin, the recipient provides their public key
(or wallet address) to the sender initiating the transfer. This process is
similar to providing a routing number for a wire transfer in traditional
banking. The sender approves the transfer to the recipient’s address by
“signing” the transaction with their private key, ensuring the transaction’s
authenticity. The recipient, however, keeps their private key confidential and
never shares it with the sender or any other party.
Dogecoin’s
decentralized, permissionless architecture, combined with its fast and low-cost
transactions, makes it an efficient and accessible network for peer-to-peer
value transfers and a range of practical use cases.
Dogecoin
Markets and Exchanges
Dogecoin
can be transferred in direct peer-to-peer transactions by sending Dogecoin over
the Dogecoin Blockchain from one Dogecoin address to another. Users can use
Dogecoin to pay other Dogecoin users for goods and services, resembling a barter
system. Consumers can also pay merchants and businesses for products or services
through direct peer-to-peer transactions on the Dogecoin Blockchain or via
third-party service providers. Dogecoin can also be used in this manner to tip
or send gifts to users.
In
addition to using Dogecoin for transactions, investors may purchase and sell
Dogecoin to speculate on its market value or as a long-term investment to
diversify their portfolios. The value of Dogecoin within the market is
influenced by factors such as supply and demand in the global Dogecoin market,
expectations for Dogecoin’s adoption as a store of value or payments mechanism,
the number of merchants accepting Dogecoin as payment, the continued interest in
the Dogecoin meme, and the volume of peer-to-peer transactions, among
others.
Dogecoin
spot markets generally allow investors to open accounts with digital asset
exchanges and then buy or sell Dogecoin via websites or mobile applications.
Prices for Dogecoin trades on these markets are typically publicly reported.
Investors wishing to trade Dogecoin on a digital asset platform must deposit an
accepted government-issued currency or previously acquired digital assets into
their platform account before they can purchase or sell Dogecoin. This process
of setting up an account with a trading platform and executing trades is
separate from, and should not be confused with, the process of transferring
Dogecoin between addresses on the Dogecoin Blockchain. The latter involves
activities directly on the Dogecoin Network, while trading on digital platforms
occurs within the exchange’s order book. The platform generally records an
investor’s Dogecoin ownership in its internal books, not on the Dogecoin
blockchain. Dogecoin is typically not transferred to the investor’s personal
wallet unless they request a withdrawal to an off-platform Dogecoin
address.
Outside
of spot markets, Dogecoin can also be traded over-the-counter (OTC). The OTC
market is predominantly institutional, with participants including firms that
provide two-sided liquidity for Dogecoin, investment managers, proprietary
trading firms, high-net-worth individuals, entities holding significant amounts
of Dogecoin, and family offices. The OTC market offers a flexible environment in
terms of quotes, pricing, and quantity, though it often involves large
quantities of Dogecoin. There is no formal structure to the OTC market, nor an
open meeting place for transactions. Parties involved in OTC trades typically
agree on the price—often by phone
or
email—before one party initiates the transfer by sending Dogecoin to the buyer’s
Dogecoin address. The buyer would then transfer the agreed-upon currency to the
seller’s bank account. OTC trades are sometimes hedged and eventually settled on
digital asset trading platforms.
No
Limit on Dogecoin Supply
Unlike
other digital assets such as bitcoin, there is no limit to Dogecoin’s supply.
Every time a new block is mined on the Dogecoin Network – which occurs roughly
every 1 minute – miners are rewarded with 10,000 Dogecoin. This means that
approximately 5.26 billion new Dogecoin are created each year. This number will
not change unless the block reward is adjusted or the network adopts an issuance
cap. As of March 31, 2026, the current circulating supply of Dogecoin was around
154.5 billion Dogecoin and the price per Dogecoin was $0.092141.
Additional
Information about SUI
The
SUI Network is a high-performance, decentralized blockchain designed to enable
seamless digital asset ownership and a wide range of decentralized applications.
The network is optimized for scalability, low latency, and composability, making
it particularly well-suited for decentralized finance, non-fungible tokens,
gaming, and enterprise applications.
Architecture
and Consensus Mechanism
Parallel
Execution and Object-Centric Model
Unlike
traditional blockchain models that rely on sequential transaction execution,
SUI’s architecture enables parallel transaction execution, significantly
increasing throughput. Transactions involving independent objects can be
processed simultaneously, reducing bottlenecks. The object-centric model
provides a more intuitive and developer-friendly way to structure smart
contracts. Each object has a defined owner, allowing SUI to optimize state
management and computation.
Narwhal
and Bullshark Consensus Mechanism
The
SUI Network employs a dual-layer consensus mechanism known as Narwhal and
Bullshark, which decouples transaction ordering from execution. Narwhal is a key
component of the SUI Network’s consensus mechanism. It is a high-performance
mempool that organizes transactions into a Directed Acyclic Graph (“DAG”)
structure. This organization allows for efficient transaction processing and
reduces the likelihood of bottlenecks. Narwhal’s design ensures that the SUI
Network can maintain high throughput and low latency, making it suitable for
applications that require rapid transaction processing.
Bullshark
is the consensus protocol used by the SUI Network, built on top of Narwhal. It
is designed to achieve fast finality and high security. Bullshark uses a
Byzantine Fault Tolerant (“BFT”) consensus mechanism, which ensures that the
network can reach consensus even in the presence of malicious actors. This
protocol is optimized for performance, allowing the SUI Network to process a
large number of transactions per second while maintaining a high level of
security.
This
architecture improves network security, ensures fast finality, and enhances
scalability.
Proof-of-Stake
and Validator Roles
The
SUI Network operates on a delegated proof-of-stake (“dPoS”) model, where
validators stake SUI to secure the network, validate transactions, and
participate in governance. Validators play a critical role in maintaining
network integrity by verifying transactions and executing smart contracts,
maintaining routing and transfer protocols, and ensuring security through
stake-based incentives and slashing mechanisms. SUI token holders can delegate
their tokens to validators, who are elected based on stake weight. Validators
are required to lock up a portion of their SUI, providing financial security
against malicious activity. The SUI Network employs a quadratic voting mechanism
to ensure a more decentralized and fair distribution of voting power. In this
system, the voting power of a validator is determined by the square root of the
number of SUI staked to them. This approach prevents any single validator or
small group of validators from gaining excessive control over the network,
promoting a more balanced and democratic governance structure. Quadratic voting
ensures that the interests of smaller stakeholders are adequately represented,
fostering a more inclusive and equitable decision-making process within the SUI
Network.
Gas
Fees in the SUI Ecosystem
In
proof-of-stake blockchain networks, “gas fees” also contribute to incentivizing
validators who maintain the ledger and ensure the integrity of the network. Gas
fees are a fundamental component of blockchain networks, serving as a mechanism
to compensate validators for processing transactions and executing smart
contracts. These fees are required to allocate computational resources
efficiently, prevent spam, and maintain network security. Gas fees vary based on
factors such as network congestion, transaction complexity, and the execution of
smart contracts. The structure of gas fees is typically designed to balance
affordability for users while providing adequate incentives for validators to
secure the network and process transactions promptly.
The
SUI Network employs a gas fee model that ensures predictable and efficient
transaction processing while minimizing costs for users. Gas fees in the SUI
Network are denominated in SUI and serve the following key
functions:
1.Transaction
Processing.
Every transaction on the SUI Network, including transfers, smart contract
executions, and decentralized application interactions, requires a gas fee. This
fee compensates validators for verifying and processing the
transaction.
2.Resource
Allocation and Network Efficiency.
The SUI Network uses a unique transaction processing model that supports
parallel execution, which optimizes throughput and reduces congestion. Gas fees
play a role in prioritizing transactions, ensuring that resources are allocated
efficiently based on demand.
3.Security
and Spam Prevention.
Gas fees deter spam and denial-of-service attacks by imposing a cost on every
transaction. This mechanism helps maintain network integrity and prevents
unnecessary strain on validators.
4.Smart
Contract Execution.
Developers deploying and executing smart contracts on the SUI Network must pay
gas fees to ensure that computational resources are allocated fairly and
sustainably. The Move programming language, used within the SUI Network,
optimizes execution costs and enhances security.
5.Stability
and Long-Term Sustainability.
The fee structure of the SUI Network is designed to be predictable and
user-friendly. Unlike blockchain networks where fees may fluctuate unpredictably
due to congestion, the SUI Network’s parallel execution model and object-based
data structure help keep fees stable and efficient.
Gas
fees in the SUI Network are collected in SUI and are either distributed as
validator rewards or utilized within network mechanisms to sustain long-term
decentralization. As network adoption grows and demand for computational
resources increases, the gas fee model is designed to dynamically adjust to
maintain efficiency and accessibility.
Functions
and Use Cases of the SUI Token
The
SUI token is the native asset of the SUI Network, serving multiple purposes: (i)
staking and security, where validators and delegators stake SUI to secure the
network and validate transactions; (ii) transaction fees, as SUI is used to pay
gas fees, which are designed to be low, predictable, and stable; (iii)
governance participation, where token holders can vote on proposals related to
network upgrades, policy changes, and validator elections; and (iv) on-chain
utility, as SUI is used in smart contracts, decentralized finance applications,
gaming economies, and NFT marketplaces.
Governance
and Ecosystem Development
SUI
token holders participate in network governance by voting on protocol upgrades,
fee adjustments, and validator policies and incentives. The governance model is
designed to be inclusive and transparent, encouraging community-driven
decision-making.
The
Sui Foundation oversees ecosystem development, distributing funds for grants,
research, and innovation to drive network growth. The Sui Foundation is an
independent, non-profit entity established to support and advance the adoption,
security, and sustainability of the Sui Network. The Sui Foundation is dedicated
to fostering an open, decentralized ecosystem that empowers developers, users,
and enterprises to build and interact with blockchain-based applications. As the
primary steward of the SUI Network, it plays a pivotal role in the protocol’s
long-term development by overseeing ecosystem growth, allocating community
resources, funding research initiatives, and ensuring governance transparency.
The Sui Foundation operates in alignment with the principles of
decentralization, innovation, and inclusivity, promoting an equitable and
sustainable blockchain ecosystem.
SUI
Initial Distribution and Supply
At
the SUI genesis block, a total of 10 billion SUI were allocated across various
stakeholders to support the long-term development and decentralization of the
network. These allocations included: (i) existing employees and advisors of
Mysten Labs; (ii) Mysten Labs for operational treasury and future employee
incentives; (iii) backers of the Sui network, including early-stage investors in
Mysten Labs; (iv) a public sale aimed at distributing tokens to a broader
community of developers and network participants; and (v) community programs,
including grants, ecosystem incentives, staking rewards, and liquidity
incentives, managed by the Sui Foundation (the “Genesis SUI
Tokens”).
Of
the Genesis SUI Tokens, approximately 6% were allocated to public sales and
community access programs, 50% to the community reserve for ecosystem and
community development initiatives, 20% to early contributors, including team
members and advisors, 14% to backers and investors, and 10% to the Mysten Labs
Treasury for network growth and sustainability. Each category was subject to
distinct vesting and release schedules, ensuring gradual distribution over time
to promote decentralization and long-term network stability. Since launch,
portions of the allocated SUI have already been distributed in accordance with
the established release schedules.
SUI
Market and Digital Asset Trading Platforms
All
transactions on the SUI Network require SUI to pay for gas fees, which cover the
computational resources necessary for processing and validating transactions.
SUI also plays a fundamental role in securing the network through its
proof-of-stake mechanism, where validators stake SUI to participate in
consensus. Additionally, SUI is used within decentralized applications, smart
contract execution, staking rewards, and governance decisions within the SUI
Network.
Beyond
its utility within the network, investors may purchase and sell SUI as a means
of speculating on its market value or as a long-term investment to gain exposure
to the SUI ecosystem. The value of SUI in the market is influenced by several
factors, including the supply and demand for SUI, adoption of the SUI Network by
developers and enterprises, network activity and transaction volume, staking
participation, and broader market conditions affecting digital assets. As the
adoption of the SUI Network grows and demand for its blockspace increases, the
economic dynamics of SUI may evolve accordingly.
The
most common means of determining a reference value is surveying trading
platforms where secondary markets for SUI exist. The most prominent digital
asset trading platforms are often referred to as “exchanges”. However, they are
not regulated and do not report trade information in the same way as a national
securities exchange (“Digital Asset Trading Platform”). As such, there are some
differences in the form, transparency, and reliability of trading data from
Digital Asset Trading Platforms. Generally speaking, SUI data is available from
these Digital Asset Trading Platforms, which have publicly disclosed valuations
for each executed trade, measured by one or more fiat currencies such as the US
dollar or Euro or another digital asset such as USDC or USDT. In addition, SUI
and SUI-based tokens (and the cryptocurrency and crypto tokens transiting other
smart contract networks) are often traded through decentralized smart contract
platforms, referred to as “decentralized exchanges.” OTC dealers or market
makers do not typically disclose their trade data.
Additional
Information about the Spot Crypto Asset ETPs
Each
Fund may invest in Spot Crypto Asset ETPs managed by, sponsored by, or otherwise
related to the Sub-Adviser or Adviser. Spot Crypto Asset ETPs 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 Spot Crypto Asset ETPs managed by,
sponsored by or otherwise related to the Sub-Adviser, will be received in full
or in part by the Sub-Adviser. Therefore, when choosing among potential Spot
Crypto Asset ETPs, the Sub-Adviser and Adviser face a conflict of interest
because they or entities related to them will receive additional fees when a
Fund invests in Spot Crypto Asset ETPs that the Sub-Adviser or Adviser manages,
sponsors or is related to.
Principal
Investment Risks
Crypto
Assets and crypto-related investments are relatively new investments. They 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
crypto-related investments, and therefore the performance of a Fund, may differ
significantly from the performance of the applicable Crypto Asset.
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 have experienced extreme volatility and may
do so in the future. Extreme volatility in the future, including declines in the
trading prices of a Crypto Asset, 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 Crypto Assets as crypto
assets, including the fact that the 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
applicable Crypto Asset. 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 Crypto Assets held by a
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 Crypto Assets may artificially inflate or deflate
the price of 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.
◦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
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 a 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 a 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 a 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 CFPB, the DOJ, the DHS, the FBI, the IRS, the Office of the
Comptroller of the Currency, the FDIC, the Federal Reserve, and state financial
institution regulators), among other things, trading in the Crypto Assets may be
concentrated in a smaller number of trading venues, which may materially impact
the price, volatility, and trading volume of the 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 Crypto Assets (which may
materially impact price, volatility, or trading of the 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 smart contracts running on a blockchain, 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 a 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 a 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 networks, 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, or 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
Ether Classic.
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 Crypto Assets, such competition
could impact demand for the 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
Ether Classic, 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 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” (SUI
Fund only)
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” (DOGE
Fund only) where,
if a miner or group of miners acting in concert were to gain control of more
than 50% of the network mining power 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” (SUI
Fund only) 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 have appreciated in
value.
•DOGE
Risk (DOGE
Fund only).
DOGE
is a decentralized digital asset that originated as a satirical take on bitcoin
but has since evolved into a widely recognized memecoin. Despite its popularity,
DOGE faces a number of structural, regulatory, and market-related risks that may
adversely affect its long-term viability.
DOGE’s
price has historically exhibited extreme volatility, often driven by speculative
interest, social media influence, and celebrity endorsements. These factors have
contributed to rapid price appreciation followed by steep drawdowns, a pattern
that has repeated multiple times throughout DOGE’s history. The asset’s
momentum-driven valuation model makes it particularly susceptible to shifts in
investor sentiment, which may result in significant price fluctuations and
undermine its utility as a medium of exchange.
The
DOGE network operates on a proof-of-work consensus mechanism and supports merged
mining with Litecoin. While this provides some security benefits, it also
introduces dependencies and potential conflicts of interest. A decline in miner
participation or a shift in incentives could reduce network security and
increase the risk of malicious activity, including 51%
attacks
or double-spending. Additionally, the network’s unlimited supply model may exert
long-term inflationary pressure on the asset’s value, especially in the absence
of sustained demand growth.
DOGE’s
governance is informal and decentralized, relying on voluntary consensus among
developers and community members. This structure has led to inconsistent
development activity and limited protocol upgrades. The absence of a formal
roadmap or funding mechanism may hinder DOGE’s ability to adapt to evolving
market conditions or technological challenges. Furthermore, the network’s
reliance on a small group of contributors increases the risk of centralization
and governance capture.
The
regulatory landscape for digital assets remains uncertain, and DOGE may be
subject to increased scrutiny from U.S. and international authorities. A
determination that DOGE constitutes a security under federal law could result in
enforcement actions, trading restrictions, or delistings from major platforms.
Such outcomes would likely impair liquidity and reduce investor access,
negatively impacting the asset’s market value.
DOGE’s
market infrastructure is largely dependent on unregulated or lightly regulated
digital asset exchanges. These platforms may be vulnerable to fraud,
manipulation, cybersecurity breaches, or operational failures. Past incidents
involving major exchanges have led to significant losses and market disruptions.
The lack of transparency and oversight in these venues may undermine investor
confidence and contribute to price volatility.
The
asset’s memecoin status introduces additional risks. DOGE’s value is often
influenced by viral trends, celebrity endorsements, and online communities,
which may not be sustainable over time. While such attention can drive
short-term demand, it may also expose the asset to reputational risks and
regulatory scrutiny. Negative associations with public figures or government
entities could diminish DOGE’s appeal and reduce its adoption.
DOGE’s
utility as a payment method remains limited. Although it is accepted by some
merchants and used for tipping and donations, its adoption in retail and
commercial contexts is minimal. The asset’s high volatility, lack of
scalability, and limited developer ecosystem constrain its competitiveness
relative to other digital assets and payment technologies. The DOGE blockchain
is also exposed to technical risks, including software bugs, network congestion,
and protocol vulnerabilities. Any disruption in transaction processing or
consensus could impair the network’s functionality and erode user trust.
Additionally, the irreversible nature of blockchain transactions means that
errors or thefts involving private keys may result in permanent loss of
funds.
Forks
and clones of the DOGE protocol may further fragment the ecosystem and dilute
user engagement. A hard fork could lead to competing versions of the network,
each with its own token and governance structure. Such events may confuse users,
disrupt trading activity, and reduce the value of both chains. Clones of DOGE
may also compete for market share, developer attention, and community
support.
In
summary, DOGE’s long-term prospects are subject to a range of risks, including
market volatility, governance challenges, regulatory uncertainty, and
technological limitations. While the asset has achieved significant cultural
recognition, its sustainability as a digital currency remains uncertain. These
factors may adversely affect the value of DOGE.
•SUI
Risk
(SUI Fund only).
Since
inception, the price of SUI has exhibited extreme volatility, with significant
drawdowns and sharp rallies. For example, SUI reached an all-time low of $0.3643
in October 2023 and an all-time high of $5.35 in January 2025, before settling
at $2.21 as of March 2025. SUI remains exposed to similar systemic shocks, and
future volatility could materially impair its market value.
SUI’s
network architecture introduces additional risks. The protocol’s reliance on
validator consensus means that if a malicious actor were to control more than
33% of staked SUI, they could delay transaction finality; with over 66%, they
could potentially rewrite transaction history or censor activity. Although no
such attack has occurred to date, the concentration of SUI among early
contributors and ecosystem reserves increases the theoretical risk of validator
collusion or governance capture.
The
SUI Network’s governance is decentralized in theory but lacks formalized
processes for protocol upgrades or dispute resolution. Like other open-source
blockchain projects, SUI depends on voluntary coordination among developers,
validators, and users. This structure can hinder responsiveness to technical
challenges or security vulnerabilities. In the absence of a centralized
authority, disagreements over protocol direction could lead to contentious forks
or fragmentation of the community. Any such split could dilute developer
resources, confuse users, and depress the value of SUI.
SUI’s
validator incentives are tied to staking rewards and transaction fees. However,
the network’s fee-burning mechanism reduces the portion of fees available to
validators, potentially weakening long-term economic sustainability. If
validator rewards fail to offset operational costs or slashing penalties,
participation may decline, reducing network security and increasing the risk of
attack. Additionally, the bonding and unbonding periods required for staking
limit liquidity and may deter institutional engagement.
Smart
contracts on SUI are written in Move, a language designed to minimize
vulnerabilities. Nonetheless, smart contract exploits remain a persistent risk
across all blockchain platforms. SUI’s smart contracts may also be governed by
“admin keys” or privileged users, creating potential vectors for abuse or
mismanagement. If a critical contract is compromised, user funds could be lost,
and confidence in the network could erode.
SUI’s
utility is closely tied to DeFi and token issuance use cases. These sectors are
inherently cyclical and speculative, and demand for SUI may fluctuate
accordingly. SUI’s use in retail or commercial payments remains minimal, and its
long-term value proposition is unproven. If user interest shifts toward more
established or feature-rich platforms, SUI may struggle to maintain relevance.he
network’s scalability is also contingent on the performance of cross-chain
communication protocols. Delays in transaction finality on source or destination
chains can create bottlenecks, undermining the user experience. While SUI aims
to offer high throughput, it competes with other high-performance, which may
offer superior developer ecosystems or broader integrations.
Regulatory
uncertainty presents another material risk. Governments and regulators globally
are increasing scrutiny of digital assets, particularly those with privacy
features or decentralized governance. If SUI is deemed to facilitate illicit
activity or fails to comply with evolving legal standards, exchanges may delist
the token, or users may be restricted from accessing the network. Additionally,
banks may refuse to service businesses that interact with SUI, further limiting
its utility and adoption.
The
potential for forks or clones of the SUI protocol introduces further complexity.
A hard fork could result in two competing versions of the network, each with its
own token, user base, and validator set. This could confuse users, fragment
liquidity, and reduce the value of both chains. Clones of the SUI codebase may
also emerge, creating competing ecosystems that dilute developer attention and
user engagement.
Finally,
SUI’s proof-of-stake consensus model is relatively new and untested at scale
compared to Bitcoin’s proof-of-work system. While it offers energy efficiency
and faster finality, it may harbor undiscovered vulnerabilities or incentive
misalignments. If the network fails to scale securely or suffers a major
technical failure, the value of SUI could decline sharply.
In
summary, while SUI presents a novel approach to scalable smart contract
execution, it faces significant risks related to market volatility, validator
centralization, governance fragmentation, smart contract security, regulatory
exposure, and competitive pressure. These factors may adversely affect the
long-term viability of the network and the value of SUI.
•Exposure
Risk. Each
Fund expects to have significant exposure to its referenced Crypto Asset. As a
result, a Fund’s performance may be disproportionately and significantly
impacted by the poor performance of such Crypto Asset or events materially
affecting the ecosystem of such Crypto Asset. A Fund’s significant exposure to
its referenced Crypto Assets makes it more susceptible to any single occurrence
affecting such Crypto Asset 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.
•Active
Management Risk. Each
Fund is actively managed and may not meet its investment objective based on the
Adviser’s success or failure to implement strategies for the Fund. Each Fund
invests in complex instruments (each described below), including swap agreements
and futures contracts. Such instruments may create enhanced risks for the Funds
and the Adviser’s ability to control a Fund’s level of risk will depend on the
Adviser’s skill in managing such instruments. In addition, the Adviser’s
evaluations and assumptions regarding investments, interest rates, inflation,
and other factors may not successfully achieve a Fund’s investment objective
given actual market conditions.
•Cash
Transaction Risk.
The Funds expects to effect all of its creations and redemptions for cash,
rather than in-kind securities. The Funds 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 the 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 the 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 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 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 values 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. Each
Fund’s investment exposure to commodities futures will cause it to be deemed to
be a commodity pool, thereby subjecting the Fund to regulation under the CEA and
CFTC rules. The Adviser and Sub-Adviser are each registered as a CTA and 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 the Funds related to additional laws, regulations, and enforcement policies,
which could increase compliance costs and may affect the operations and
financial performance of the Funds. However, a Fund’s status as a commodity pool
and the Adviser’s registration as a CPO are not expected to materially adversely
affect the 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 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 Adviser considers factors such as
counterparty credit rating among other factors when determining whether a
counterparty is creditworthy. The 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.
•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.
•Daily
Correlation/Tracking Risk. There
is no guarantee that a Fund will achieve a high degree of correlation to the
Crypto Asset’s price and therefore achieve its daily leveraged investment
objective. Each Fund seeks to adjust its exposure to the Reference Assets daily
to keep leverage consistent with its daily leveraged investment objective and to
achieve a high degree of correlation with the Crypto Asset’s price’s
performance. In addition, a Fund’s exposure to a Crypto Asset price is impacted
by the Crypto Asset price’s movement. Because of this, it is unlikely that a
Fund will be perfectly exposed to Crypto Asset price at the end of each day. The
possibility of a Fund being materially over- or under-exposed to Crypto Asset
price increases on days when the Crypto Asset price is volatile near the close
of the trading day. Market disruptions, regulatory restrictions and extreme
volatility will also adversely affect the Fund’s ability to adjust exposure to
the required levels.
A
Fund may have difficulty achieving its daily leveraged investment objective for
many reasons, including fees, expenses, transaction costs, financing costs
related to the use of derivatives, accounting standards and their application to
income items, disruptions, illiquidity or high volatility in the markets for the
securities or financial instruments in which the Fund invests, early and
unanticipated closings of the markets on which the holdings of the Fund trade
resulting in the inability of the Fund to execute intended portfolio
transactions, and regulatory and tax considerations, which may cause the Fund to
hold (or not to hold) certain instruments. A Fund may take or refrain from
taking positions in order to improve tax efficiency, comply with regulatory
restrictions, or for other reasons, each of which may negatively affect the
Fund’s desired correlation with its Crypto Asset. A Fund may be subject to large
movements of assets into and out the Fund, potentially resulting in the Fund
being over- or under-exposed to the Crypto Asset. These factors could decrease
the correlation between the performance of a Fund and its Crypto Asset and may
hinder the Fund’s ability to meet its daily leveraged investment objective on or
around that day.
•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 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.
◦Futures
Contracts Risk. The
successful use of futures contracts draws upon the 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 secondary 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) the 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 may be 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 or the 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. A 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 a Fund, a shareholder
will bear the expenses of such derivatives in addition to expenses of such Fund.
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 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 its respective 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 applicable Crypto Asset market, a
disruption to the applicable Crypto Asset market, 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 Adviser intends to take such action as it believes
appropriate and in the best interest of the applicable Fund. Any disruption in a
Fund’s or its respective Subsidiary’s ability to obtain exposure to swaps will
cause the Fund’s performance to deviate from the performance of the applicable
Crypto Asset. Additionally, the ability of a Fund or its respective 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 a 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 its respective Subsidiary, from obtaining sufficient exposure
to Crypto Asset-based swaps and may adversely affect its ability to achieve its
investment objective. Further, swaps counterparties utilized by a Fund or its
respective Subsidiary may impose limits on the amount of exposure to swaps
contracts the Fund or its respective Subsidiary can obtain through such
counterparty. If a Fund or its respective Subsidiary cannot obtain sufficient
exposure to 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
Adviser’s ability to predict correctly 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 the 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 Futures and Options. Participation
in foreign futures and 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 futures or foreign options transaction occurs. For these
reasons, when the Funds trade foreign futures or foreign options contracts, they
may not be afforded certain of the protective measures provided by the CEA, 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
futures or foreign options transactions may not be provided the same protections
as proceeds derived from
transactions
on U.S. futures exchanges. In addition, the price of any foreign futures or
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.
•Effects
of Compounding and Market Volatility Risk. Each
Fund has daily leveraged investment objectives, and the Fund’s performance for
periods greater than a trading day will be the result of each day’s returns
compounded over the period, which is very likely to differ from the applicable
Crypto Asset’s performance times the stated multiple in the Fund’s investment
objective, before fees and expenses. Compounding affects all investments, but
has a more significant impact on leveraged funds and funds that rebalance
daily.
Over
time, the cumulative percentage increase or decrease in the value of a Fund’s
portfolio may diverge significantly from the cumulative percentage increase or
decrease in 200% of the return of the relevant Crypto Asset due to the
compounding effect of losses and gains on the returns of the Fund. It also is
expected that a Fund’s use of leverage will cause the Fund to underperform the
return of 200% of the applicable Crypto Asset in a trendless or flat
market.
The
table below provides examples of how Crypto Asset volatility could affect a
Fund’s performance. The table illustrates the impact of two factors that affect
a Fund’s performance: Crypto Asset volatility and Crypto Asset return. Crypto
Asset returns show the percentage change in the value of a Crypto Asset over the
specified time period, while Crypto Asset volatility is a statistical measure of
the magnitude of fluctuations in the returns during that time period. As
illustrated below, even if Crypto Asset return over two equal time periods is
identical, different Crypto Asset volatility (i.e.,
fluctuations in the rates of return) during the two time periods could result in
drastically different Fund performance for the two time periods due to the
effects of compounding daily returns during the time periods.
Fund
performance for periods greater than one single day can be estimated given any
set of assumptions for the following factors: a) price volatility; b) price
performance; c) period of time; d) financing rates associated with leveraged
exposure; and e) other Fund expenses. The table below illustrates the impact of
two principal factors – price volatility and price performance – on Fund
performance. The table shows estimated Fund returns for a number of combinations
of price volatility and price performance over a one-year period.
Performance
shown in the table assumes that: (i) no dividends were paid with respect to a
Crypto Asset; (ii) there were no Fund expenses; and (iii) borrowing/lending
rates (to obtain leveraged exposure for a Fund) of 0%. If Fund expenses and/or
actual borrowing/lending rates were reflected, the estimated returns would be
worse than those shown.
As
shown below, a Fund would be expected to lose 6.1% if its Crypto Asset provided
no return over a one year period during which the Crypto Asset experienced
annualized volatility of 25%. If a Crypto Asset’s annualized volatility were to
rise to 75%, the hypothetical loss for a one year period widens to approximately
43% for the applicable Fund. At higher ranges of volatility, there is a chance
of a significant loss of value even if the price of the Crypto Asset is flat.
For instance, if the Crypto Asset price’s annualized volatility is 100%, it is
likely that the applicable Fund would lose 63.2% of its value, even if the
Crypto Asset price’s cumulative return for the year was only 0%. The volatility
of instruments that reflect the value of a Crypto Asset, such as swaps, may
differ from the volatility of the Crypto Asset.
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| One
Year Price Performance |
Two
Times (2x) One Year Price Performance |
Volatility
Rate |
| Return |
Return |
10% |
25% |
50% |
75% |
100% |
| -60% |
-120% |
-84.2% |
-85.0% |
-87.5% |
-90.9% |
-94.1% |
| -50% |
-100% |
-75.2% |
-76.5% |
-80.5% |
-85.8% |
-90.8% |
| -40% |
-80% |
-64.4% |
-66.2% |
-72.0% |
-79.5% |
-86.8% |
| -30% |
-60% |
-51.5% |
-54.0% |
-61.8% |
-72.1% |
-82.0% |
| -20% |
-40% |
-36.6% |
-39.9% |
-50.2% |
-63.5% |
-76.5% |
| -10% |
-20% |
-19.8% |
-23.9% |
-36.9% |
-53.8% |
-70.2% |
| 0% |
0% |
-1.0% |
-6.1% |
-22.1% |
-43.0% |
-63.2% |
| 10% |
20% |
19.8% |
13.7% |
-5.8% |
-31.1% |
-55.5% |
| 20% |
40% |
42.6% |
35.3% |
12.1% |
-18.0% |
-47.0% |
| 30% |
60% |
67.3% |
58.8% |
31.6% |
-3.7% |
-37.8% |
| 40% |
80% |
94.0% |
84.1% |
52.6% |
11.7% |
-27.9% |
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| One
Year Price Performance |
Two
Times (2x) One Year Price Performance |
Volatility
Rate |
| 50% |
100% |
122.8% |
111.4% |
75.2% |
28.2% |
-17.2% |
| 60% |
120% |
153.5% |
140.5% |
99.4% |
45.9% |
-5.8% |
Holding
an unmanaged position opens the investor to the risk of market volatility
adversely affecting the performance of the investment. The Funds are not
appropriate for investors who do not intend to actively monitor and manage their
portfolios. The table is intended to underscore the fact that the Funds are
designed as a short-term trading vehicle for investors who intend to actively
monitor and manage their portfolios.
•ETF
Risks.
Each Fund is an ETF and, as a result of its structure, 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, 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 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.
•High
Portfolio Turnover Risk.
A Fund, including 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.
•Intra-Day
Investment Risk.
Each Fund seeks daily leveraged investment results, which should not be equated
with seeking an investment objective for shorter than a day. Thus, an investor
who purchases Fund shares after close of the markets on one trading day and
before the close of the markets on the next trading day will likely have more,
or less, than two times (2x) the leveraged investment exposure to the relevant
Crypto Asset, depending upon the movement of the Crypto Asset from the end of
one trading day until the time of purchase. If a Crypto Asset moves in a
direction favorable to a Fund, the investor will receive less than two times
(2x) the exposure to the Crypto Asset. Conversely, if a Crypto Asset moves in a
direction adverse to a Fund, the investor will receive exposure to the Crypto
Asset greater than two times (2x). Thus, an investor that purchases shares
intra-day may experience performance that is greater than, or less than, a
Fund’s stated multiple of the applicable Crypto Asset.
If
there is a significant intra-day market event and/or the price of a Crypto Asset
experiences a significant change that is adverse to a Fund, a Fund may not meet
its investment objective or rebalance its portfolio appropriately. Additionally,
a Fund may close to purchases and sales of Shares prior to the close of regular
trading on the Exchange and incur significant losses.
•Leverage
Risk.
The Funds seek to achieve and maintain the exposure to the price of a Crypto
Asset by using leverage. Therefore, the Funds are subject to leverage risk. When
a Fund purchases or sells an instrument or enters into a transaction without
investing an amount equal to the full economic exposure of the instrument or
transaction, it creates leverage, which can result in the Fund losing more than
it originally invested. As a result, these investments may magnify losses to the
Fund, and even a small market movement may result in significant losses to the
Fund. Leverage may also cause a Fund to be more volatile because it may
exaggerate the effect of any increase or decrease in the value of the Fund’s
portfolio securities. Swaps and futures trading involves a degree of leverage
and as a result, a relatively small price movement in the Reference Asset may
result in immediate and substantial losses to the Fund.
•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-Correlation
Risk. The
performance of a Fund will not, and is not intended to, correlate exactly to the
performance of its related Crypto Asset and will vary somewhat due to factors
such as fees and expenses of the Fund, transaction costs, regulatory
restrictions, and active management of the Fund’s portfolio.
•Non-Diversification
Risk.
Each Fund is considered 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
lesser number of issuers than if it was a diversified fund. 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.
•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 the 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 a 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.
•Spot
Crypto Asset ETP Risks.
In addition to the risks associated with Crypto Assets noted above, Spot Crypto
Asset ETPs are subject to additional risks:
◦ETP
Risk.
Each Fund may invest in Spot Crypto Asset ETPs or use them as Reference Assets
for crypto-related investments. ETP shares trade like ETFs on a securities
exchange. The price of a Spot Crypto Asset ETP is derived from and based upon
the value of spot Crypto Asset and cash held by the Spot Crypto Asset ETP.
However, shares of Spot Crypto Asset ETPs trade at market prices, not NAV, which
means they may trade at prices above or below the value of their underlying
portfolios. There can be no assurance that the returns of Spot Crypto Asset ETPs
will correspond, or be closely related, to the performance of the underlying
Crypto Asset. The level of risk involved in the purchase or sale of a Spot
Crypto Asset ETP is similar to the risk involved in the purchase or sale of an
exchange-traded fund, except that the pricing mechanism for a Spot
Crypto Asset
ETP
is based on a basket of a Crypto Asset and cash. Thus, the risks of owning a
Spot Crypto Asset
ETP
generally reflects the risks of owning the Crypto Asset and cash that the Spot
Crypto Asset
ETP
holds. Spot Crypto Asset
ETPs
have a relatively limited history of operations. Because certain Spot Crypto
Asset
ETPs
are relatively new products, their shares may have a lack of liquidity, which
could result in the market
price of the Spot Crypto Asset ETP shares being more volatile than the
underlying portfolio of a Crypto Asset and cash. Disruptions in the markets for
Crypto Assets could result in losses on investment in Spot Crypto Asset ETPs. In
addition, an actual trading market may not develop for Spot Crypto Asset ETP
shares and the listing exchange may halt trading of a Spot Crypto Asset ETP’s
shares. Spot Crypto Asset ETPs are subject to management fees and other fees
that may increase their costs versus the costs of owning Crypto Assets directly.
A Fund will indirectly bear its proportionate share of management fees and other
expenses that are charged by the Spot Crypto Asset ETP in addition to the
management fees and other expenses paid by the Fund. A Fund will pay brokerage
commissions in connection with the purchase and sale of shares of Spot Crypto
Asset ETPs.
If
the process of creation and redemption of baskets for the Spot Crypto Asset 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 a Crypto Asset may not exist and, as a result, the price of the
shares may fall or otherwise diverge from NAV.
The
liquidity of the shares may also be affected by the withdrawal from
participation of APs. Security threats to the Spot Crypto Asset ETP account at
the custodian could result in the halting of the Spot Crypto Asset ETP’s
operations and a loss of the Spot Crypto Asset ETP’s assets or damage to the
reputation of the Spot Crypto Asset 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 Spot Crypto Asset ETP’s Crypto Assets may be volatile, adversely
affecting the value of the Shares. If the Spot Crypto Asset ETP’s custodian
agreement is terminated or its custodian fails to provide services as required,
the Spot Crypto Asset ETP may need to find and appoint a replacement custodian,
which could pose a challenge to the safekeeping of the Spot Crypto Asset ETP’s
Crypto Assets, and the Spot Crypto Asset 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 Spot Crypto Asset ETP’s prime execution agent
could adversely impact the Spot Crypto Asset ETP’s ability to create or redeem
baskets, or could cause losses to the Spot Crypto Asset ETPs. A Spot Crypto
Asset ETP may suspend the issuance of shares at any time which will impact the
price of shares of a Spot Crypto Asset ETP, resulting in a significant
difference (premium/discount) between the Spot Crypto Asset ETP’s market price
and its NAV. Additionally, a Fund may be unable to transact in the shares of the
Spot Crypto Asset ETP at an acceptable price, and, therefore, the Fund may be
unable to achieve its investment objective.
◦Exposure
Concentration Risk.
It is currently expected that a Fund will derive a significant amount of its
exposure to the price performance of a Crypto Asset as a result of investing
directly in Spot Crypto Asset ETPs or swap agreements or options that reference
Spot Crypto Asset ETPs. As a result, a Fund’s performance will be highly
dependent on the performance of the Spot Crypto Asset ETPs. If shares of the
Spot Crypto Asset ETPs were to be delisted or lose their entire value, Fund
Shares would also be expected to suffer a loss of value. Each Fund’s strategy
makes the Fund extremely susceptible to issuer-specific events relating to the
Spot Crypto Asset ETPs that may not necessarily affect the applicable Crypto
Asset market more broadly. This inherently makes an investment in a Fund riskier
than an investment in a fund that provides more diversified exposure. Neither a
Fund nor the Adviser have conducted due diligence upon the Spot Crypto Asset
ETPs and make no representations or warranties whatsoever regarding the Spot
Crypto Asset ETPs’ ability to acquire, dispose of or maintain proper custody of
a Crypto Asset. In the event that there is an issue regarding the Spot Crypto
Asset ETPs’ ability to acquire, dispose of or maintain proper custody of the
applicable Crypto Asset, a Fund’s returns will be negatively
impacted.
◦Foreign
Securities Risk.
The Spot Crypto Asset ETPs that are used as Reference Assets for a Fund’s
crypto-related investments, or in which the Fund may invest directly, 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. A Fund’s NAV 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.
•Staking
Risk (SUI
Fund only).
When an underlying investment in which the Fund invests stakes SUI, the SUI 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 underlying investment
in which the Fund invests lock up the staked SUI, meaning that the underlying
investment in which the Fund invests cannot sell or transfer the staked SUI
during the lock-up period. The lock-up period may be longer than anticipated
based on network activity. In addition, during the lock-up period, the
underlying investment in which the Fund invests is subject to the market price
volatility of SUI, and it may miss opportunities to sell the staked SUI during
opportune times. Staking SUI 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. For example, slashing can result from
isolated validator mistakes, malicious activity, coordinated attacks, software
bugs, or
provider
failures. Slashing serves as an enforcement mechanism to ensure network
resilience, but correlated slashing events can be catastrophic. Penalties can
scale aggressively, potentially leading 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. There are generally five major staking software
providers, and over-allocating to validators using the same software increases
the risk of a single issue impacting a large amount of staked assets. Similarly,
complications in specific cloud regions (i.e.,
a particular geographical area where a cloud provider’s data centers are
located) can create outages that impact validators. Such complications may
include, but are not limited to, compliance and regulatory issues, security
breaches such as ransomware threats and attacks, data breaches, and malicious
actors, and cloud network and infrastructure performance issues (e.g.,
network latency and service outages). Staked SUI is 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 SUI or a loss of any rewards. The loss of the staked SUI
(either in whole or partially) during the staking period will have a material
adverse effect on the Fund.
•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.
As a RIC, a Fund must derive at least 90% of its gross income for each taxable
year from sources treated as qualifying income under the Code. The income of a
Fund from certain Crypto Asset-related investments may be treated as
non-qualifying income for purposes of such Fund’s qualification as a RIC, in
which case the applicable Fund might fail to qualify as a RIC and be subject to
federal income tax at the Fund level. To the extent a Fund invests directly in
crypto-related investments, such Fund will seek to restrict its income from such
instruments that do not generate qualifying income to a maximum of 10% of its
gross income (when combined with its other investments that produce
non-qualifying income) to comply with the qualifying income test necessary for
the applicable 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.
Each
Fund may gain most of its exposure to Crypto Assets through its investment in
the Subsidiary, which may invest directly in Crypto Asset-related investments,
including swaps, futures contracts and reverse repurchase agreements. Each
Fund’s investment in its Subsidiary is expected to provide the Fund with
exposure to Crypto Asset-related investments 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 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.
Each Fund expects its “Subpart F” income attributable to its investment in its
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.” Each Fund generally will be required to include in its own taxable
income the “Subpart F” income of its 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 each Fund’s
investments in its Subsidiary to ensure that no more than 25% of a Fund’s assets
are invested in its Subsidiary to comply with the Asset Diversification Test as
described in more detail in the SAI.
The
extent to which a Fund invests in crypto-related investments may be limited by
the qualifying income test and the Asset Diversification Test, which such Fund
must continue to satisfy to maintain its status as a RIC. Failure to comply with
the requirements for qualification as a RIC could have significant negative tax
consequences to the applicable Fund shareholders. In such event, in order to
re-qualify for taxation as a RIC, a Fund may be required to recognize unrealized
gains, pay substantial taxes and interest and make certain distributions. If a
Fund does 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. 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 a Fund’s investment objective and strategies. In the event
that a Fund fails to qualify as a RIC, the Fund will promptly notify
shareholders of the implications of that failure. The tax treatment of certain
crypto-related investments may be affected by future regulatory or legislative
changes that could affect the character, timing and/or amount of a Fund’s
taxable income or gains and distributions.
To
the extent a Fund invests in crypto-related investments 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 crypto-related
investments 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.
•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. 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 (the “Advisory
Fee”).
|
|
|
|
|
| |
|
Fund |
Management
Fee |
|
21Shares
2x Long Dogecoin ETF |
1.89% |
|
21Shares
2x Long Sui ETF |
1.89% |
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, 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, 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
2x Long Dogecoin ETF |
0.85% |
|
21Shares
2x Long Sui ETF |
0.85% |
A
discussion of the basis for the Board’s approval of the Funds’ Sub-Advisory
Agreement is available in the Funds’ Form
N-CSR
filing with the SEC.
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
1.89% to be paid to the Adviser by the Subsidiary for each 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 Subsidiary has 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 and 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 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 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,
each 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 U.S. Crypto Asset ETPs and Crypto Asset
ETFs, at the last sale price or official closing price on the exchange on which
they are principally traded. The Adviser generally values each 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 Asset 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, Crypto Asset 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 will
significantly 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.teucrium.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
2X LONG DOGECOIN 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) |
0.06 |
|
|
Net
realized and unrealized loss on investments(c) |
(12.17) |
|
| Total
from investment operations |
(12.11) |
|
| Net
asset value, end of period |
$12.89 |
|
|
Total
return(d) |
-48.46 |
% |
|
| |
| SUPPLEMENTAL
DATA AND RATIOS: |
|
| Net
assets, end of period (in thousands) |
$1,160 |
|
| Ratio
of expenses to average net assets: |
|
|
Before
expense reimbursement(e) |
4.85 |
% |
|
After
expense reimbursement(e) |
3.36 |
% |
|
Ratio
of interest expense to average net assets(e) |
1.47 |
% |
|
Ratio
of operational expenses to average net assets excluding interest
expense(e) |
1.89 |
% |
|
Ratio
of net investment income to average net assets(e) |
2.60 |
% |
|
Portfolio
turnover rate(d)(f) |
— |
% |
(a)
The Fund commenced operations on November 20, 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 Statements of Operations due to share transactions for the
period.
(d)
Not annualized for periods less than one year.
(e)
Annualized for periods less than one year.
(f)
Portfolio turnover rate excludes in-kind transactions.
|
|
|
|
|
| |
| 21SHARES
2X LONG SUI 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) |
0.05 |
|
|
Net
realized and unrealized loss on investments(c) |
(9.12) |
|
| Total
from investment operations |
(9.07) |
|
| Net
asset value, end of period |
15.93 |
|
|
Total
return(d) |
-36.28 |
% |
|
| |
| SUPPLEMENTAL
DATA AND RATIOS: |
|
| Net
assets, end of period (in thousands) |
$1,274 |
|
| Ratio
of expenses to average net assets: |
|
|
Before
expense reimbursement(e) |
5.81 |
% |
|
After
expense reimbursement(e) |
4.55 |
% |
|
Ratio
of interest expense to average net assets(e) |
2.66 |
% |
|
Ratio
of operational expenses to average net assets excluding
interest(e) |
1.89 |
% |
|
Ratio
of net investment income to average net assets(e) |
3.68 |
% |
|
Portfolio
turnover rate(d)(f) |
— |
% |
(a)
The Fund commenced operations on December 4, 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)
Annualized for periods less than one year.
(f)
Portfolio turnover rate excludes in-kind transactions.
21Shares
2x Long Dogecoin ETF
21Shares
2x Long Sui ETF
|
|
|
|
|
|
|
|
|
|
|
| |
|
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)