ck0001396092-20260430
T-REX
2X LONG BITCOIN DAILY TARGET ETF
T-REX
2X INVERSE BITCOIN DAILY TARGET ETF
T-REX
2X LONG ETHER DAILY TARGET ETF
PROSPECTUS
April 30,
2026
This
prospectus describes the above referenced funds (each a “Fund” and collectively,
the “Funds”) which are authorized to offer one class of shares by this
prospectus.
The
Funds seek daily inverse leveraged or long leveraged investment results and are
intended to be used as a short-term trading vehicle.
The
Funds are not intended to be used by, and are not appropriate for, investors who
do not intend to actively monitor and manage their portfolios. The Funds
are very different from most mutual funds and exchange-traded funds. Investors
should note that:
(1)
The Funds are riskier than alternatives that do not use leverage because the
Funds magnify the performance of their Reference Assets.
(2)
With respect to the T-Rex 2X Long Bitcoin Daily Target ETF and the T-Rex 2X Long
Ether Daily Target ETF, each Fund pursues a daily
investment objective that is to magnify the performance of its Reference
Asset.
(3)
With respect to the T-Rex 2X Inverse Bitcoin Daily Target ETF, the Fund pursues
a daily investment
objective that is inverse to the performance of its Reference Asset, a
result opposite of most mutual funds and ETFs.
(4)
The pursuit of their daily investment objective means that the return of the
Funds for a period longer than a full trading day will be the product of a
series of daily leveraged or leveraged inverse returns, for each trading day
during the relevant period. As a consequence, especially in periods of market
volatility, the volatility of a Reference Asset may affect the Fund’s return as
much as, or more than, the return of Bitcoin or ether. Further, the return for
investors that invest for periods less than a full trading day will not be the
product of the return of the Fund’s stated daily leveraged or leveraged inverse
investment objective and the performance of Bitcoin or ether for the full
trading day. During periods of high volatility, the Fund may not perform as
expected and the Fund may have losses when an investor may have expected gains
if the Fund is held for a period that is different than one trading
day.
The
Funds are not suitable for all investors. Each Fund is designed to be utilized
only by sophisticated investors, such as traders and active investors employing
dynamic strategies. Investors in the Fund should:
(1)
understand the risks associated with the use of leveraged or leveraged inverse
strategies;
(2)
understand the consequences of seeking daily
leveraged or leveraged inverse investment
results; and
(3)
intend to actively monitor and manage their investments.
Investors
who do not understand the Funds, or do not intend to actively manage their funds
and monitor their investments, should not buy the Funds.
There
is no assurance that a Fund will achieve its daily leveraged or daily inverse
leveraged investment objective and an investment in a Fund could lose
money. The Funds are not a complete investment program.
The
Funds’ investment adviser will not attempt to position each Fund’s portfolio to
ensure that a Fund does not gain or lose more than a maximum percentage of its
net asset value on a given trading day. As a consequence, if a Fund’s Reference
Asset moves more than 50%, as applicable, on a given trading day in a
direction adverse to the Fund, the Fund’s investors would lose all of their
money.
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Fund |
Ticker |
Principal
U.S. Listing Exchange |
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T-REX
2X LONG BITCOIN DAILY TARGET ETF |
BTCL |
Cboe
BZX Exchange, Inc. |
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T-REX
2X INVERSE BITCOIN DAILY TARGET ETF |
BTCZ |
Cboe
BZX Exchange, Inc. |
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T-REX
2X LONG ETHER DAILY TARGET ETF |
ETU |
Cboe
BZX Exchange, Inc. |
The
U.S. Securities and Exchange Commission (“SEC”) nor the Commodity Futures
Trading Commission has approved or disapproved these securities or passed upon
the accuracy or adequacy of this Prospectus. Any representation to the contrary
is a criminal offense.
Table
of Contents
T-REX 2X LONG BITCOIN DAILY
TARGET ETF
IMPORTANT
INFORMATION ABOUT THE FUND
The
T-Rex 2X Long Bitcoin Daily Target ETF (the “Fund”) seeks daily leveraged
investment results and is very different from most other exchange-traded funds.
As a result, the Fund may be riskier than alternatives that do not use leverage
because the Fund’s objective is to magnify (200%) the daily performance of an
exchange traded product or index that seeks to replicate the performance of
Bitcoin. The
Fund will not invest directly in Bitcoin. The
Fund intends to utilize as reference assets, the iShares Bitcoin Trust, the
Grayscale Bitcoin Trust, the Bitwise Bitcoin ETF, the Hashdex Bitcoin ETF, the
Valkyrie Bitcoin Fund, the ARK 21Shares Bitcoin ETF, the Invesco Galaxy Bitcoin
ETF, the VanEck Bitcoin Trust, the WisdomTree Bitcoin Fund, the Fidelity Wise
Origin Bitcoin Fund, the Franklin Bitcoin ETF (together, the “Reference ETPs”),
the CME CF Bitcoin Reference Rate – New York Variant (the “BRRNY Index”),
and other indexes that the Adviser believes should produce daily returns
consistent with those of Bitcoin (each a “Reference Asset” and together the
“Reference Assets”). Initially, the Fund expects to invest in swaps primarily
that provide exposure to the iShares Bitcoin Trust. The Fund intends to manage
its assets so that it may invest in swaps providing exposure to any of the other
Reference Assets without limit to the extent that the Fund believes that there
is sufficient market interest and publicly available information with respect to
any such Reference Assets. The return for investors that invest for periods
longer or shorter than a trading day should not be expected to be 200% of the
performance of Bitcoin for the period. The return of the Fund for a period
longer than a trading day will be the result of each trading day’s compounded
return over the period, which will very likely differ from 200% of the return of
Bitcoin for that period. Longer holding periods, higher volatility of the
Reference Assets and leverage increase the impact of compounding on an
investor’s returns. During periods of higher volatility, the volatility of the
Reference Assets may affect the Fund’s return as much as, or more than, the
return of the Reference Assets. The fees and expenses of the Reference ETPs will
cause the Fund’s performance to be lower than the actual market performance of
Bitcoin.
The
Fund is not suitable for all investors. The Fund is designed to be utilized only
by knowledgeable investors who understand the potential consequences of seeking
daily leveraged (2X) investment results, understand the risks associated with
the use of leverage and are willing to monitor their portfolios frequently. The
Fund is not intended to be used by, and is not appropriate for, investors who do
not intend to actively monitor and manage their portfolios. For periods longer
than a single day, the Fund will lose money if the Reference Assets’ performance
is flat, and it is possible that the Fund will lose money even if the Reference
Assets’ performance increases over a period longer than a single day. An
investor could lose the full principal value of his/her investment within a
single day if the Reference Assets lose more than 50% in one day. The Fund only
intends to use reference assets that are traded on a U.S. regulated
exchange.
Investment
Objective
The
Fund seeks daily investment results, before fees and expenses, of 200% of the
daily performance of spot Bitcoin. The
Fund does not seek to achieve its stated investment objective over a period of
time other than a single/one trading day.
Fees and Expenses of the
Fund
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This
table describes the fees and expenses that you may pay if you buy, hold
and sell shares of the Fund.
You
may pay other fees, such as brokerage commissions and other fees to
financial intermediaries, which are not reflected in the tables and
examples below.
Annual
Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your
investment) |
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Management
Fee(1) |
0.95% |
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Other
Expenses |
—% |
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Total
Annual Fund Operating Expenses(2) |
0.95% |
(1)Under
the Investment Advisory Agreement, Tuttle Capital Management LLC (“Tuttle” or
the “Adviser”), at its own expense and without reimbursement from the Fund, pays
all of the expenses of the Fund, excluding the advisory fees, interest expenses,
taxes, acquired fund fees and expenses, brokerage commissions and any other
portfolio transaction-related expenses and fees arising out of transactions
effected on behalf of the Fund, credit facility fees and expenses, including
interest expenses, and litigation and indemnification expenses and other
extraordinary expenses not incurred in the ordinary course of the Fund’s
business. The Fund will invest a portion of its assets in T-Rex 2X Long Bitcoin
Daily Target (Cayman) Portfolio S.P., a wholly-owned subsidiary of the Fund
organized under the laws of the Cayman Islands (the “T-Rex
2X
Long Bitcoin
Subsidiary”).
The T-Rex
2X
Long Bitcoin
Subsidiary has entered into a separate investment advisory agreement with the
Adviser for the management of the T-Rex 2X
Long Bitcoin
Subsidiary’s assets, and for the payment and/or reimbursement of the T-Rex
2X
Long Bitcoin
Subsidiary’s expenses to the same extent as such expenses are paid or reimbursed
to the Fund, pursuant to which the T-Rex 2X
Long Bitcoin
Subsidiary pays the Adviser a management fee at the same rate that the Fund pays
the Adviser for services provided to the Fund (the “Subsidiary Management
Agreement”). The Adviser is contractually obligated to waive the management fee
it receives from the Fund in an amount equal to the management fee paid to the
Adviser under the Subsidiary Management Agreement. This waiver will remain in
effect for as long as the Subsidiary Management Agreement is in
place.
(2)The
cost of investing in swaps, including the embedded cost of the swap and the
operating expenses of the referenced assets, is an indirect expense that is not
included in the above fee table and is not reflected in the expense example. The
total indirect cost of investing in swaps, including the embedded cost of the
swap and the operating expenses of the referenced assets, is estimated to be
0.214% for the fiscal period ending December 31,
2026.
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 hold or
redeem all of your shares at the end of those periods. The example also assumes
that your investment has a five percent (5%) return each year and that the
Fund’s operating expenses remain the same. Although your
actual costs may be higher or lower, based on these assumptions your costs would
be:
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Name
of Fund |
1
Year |
3
Years |
5
Years |
10
Years |
|
T-Rex
2X Long Bitcoin Daily Target ETF |
$97 |
$303 |
$525 |
$1,166 |
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 Fund
shares are held in a taxable account. These costs, which are not reflected in
annual fund operating expenses or in the example, affect the Fund’s performance.
For the fiscal year ended December 31, 2025, the Fund’s portfolio turnover rate
was 0.00% of the average
value of its portfolio.
Principal Investment
Strategies
The Fund, under normal circumstances, invests at least 80% of its
net assets (plus any borrowings for investment purposes) in financial
instruments that are designed to provide, in the aggregate, 200% exposure to the
price performance of the Reference Assets on a daily basis. Swap
agreements are entered into primarily with major global
financial
institutions for a specified period which may range from one day to more than
one year. In a standard swap transaction, two parties agree to exchange the
return (or differentials in rates of return) earned or realized on particular
predetermined reference or underlying securities or instruments. The gross
return to be exchanged or swapped between the parties is calculated based on a
notional amount or the return on or change in value of a particular dollar
amount invested in a reference asset. Swap agreements are generally traded
over-the-counter, and therefore, may not receive regulatory protection, which
may expose investors to significant losses. Swaps in which the Fund invests are
uncleared, non-exchange traded and are cash settled.
The
Fund will enter into one or more swap agreements with major global
financial institutions whereby the Fund and the global financial institution
will agree to exchange the return earned on an investment by the Fund in the
Reference Assets that is equal, on a daily basis, to 200% of the value of the
Fund’s net assets. The Adviser attempts 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 rebalance the Fund’s holdings daily to maintain such
exposure. As a result of its investment strategies, the Fund will be
concentrated in the industry to which the Reference Assets are assigned
(i.e.,
hold 25% or more of its total assets in investments that provide leveraged
exposure in the industry to which the Reference Assets are assigned). As of the
date of this prospectus, the Reference Assets are assigned to the crypto asset
industry. Although Bitcoin and similar crypto assets have been called
“cryptocurrencies,” they are not widely accepted as a means of payment.
The
Fund will attempt to achieve its investment objective without regard to
overall market movement or the increase or decrease of the value of the
Reference Assets or Bitcoin. At the close of the markets each trading day, the
Adviser rebalances the Fund’s portfolio so that its exposure to the Reference
Assets is consistent with the Fund’s investment objective. The impact of the
Reference Assets’ price movements during the day will affect whether the Fund’s
portfolio needs to be rebalanced. For example, if the price of the Reference
Assets has risen on a given day, net assets of the Fund should rise, meaning
that the Fund’s exposure will need to be increased. Conversely, if the price of
the Reference Assets has fallen on a given day, net assets of the Fund should
fall, meaning the Fund’s exposure will need to be reduced. This daily
rebalancing typically results in high portfolio turnover. On a day-to-day basis,
the Fund is expected to hold money market funds, deposit accounts with
institutions with high quality (investment grade) credit ratings, and/or
short-term debt instruments that have terms-to-maturity of less than 365 days
and exhibit high quality (investment grade) credit profiles, including U.S.
government securities.
The
Fund may invest in other exchange-traded funds for cash management purposes.
Such exchange-traded funds may include the REX Laddered T-Bill ETF, which the
Board of Trustees of the Fund has determined to be within the same group of
investment companies as the Fund.
Generally,
the Fund pursues its investment objective regardless of market conditions
and does not generally take defensive positions. If the Fund’s Reference Assets
move more than 50% on a given trading day in a direction adverse to the Fund,
the Fund’s investors would lose all of their money. Taking a temporary defensive
position may result in the Fund not achieving its investment
objective.
The
terms “daily,” “day,” and “trading day,” refer to the period from the close
of the markets on which the Funds are traded on one trading day to the close of
such markets on the next trading day. The Fund is “non-diversified,” under the
Investment Company Act of 1940, as amended. Additionally, the Fund’s investment
objective is not a fundamental policy and may be changed by the Fund’s Board of
Trustees without shareholder approval.
The
Reference ETPs have only recently commenced operations. As a result, the
Reference ETPs only have a very limited operating history. Generally, the
Reference ETPs were formed for the purpose of owning Bitcoin that they purchase
in exchange for shares that they issue. Each share in a Reference ETP represents
a fractional undivided beneficial interest in the net assets of the Reference
ETP. The assets of the Reference ETPs are generally expected to consist
primarily of Bitcoin. The Reference ETPs seek to reflect generally the
performance of the price of Bitcoin before payment of expenses and liabilities.
Each Reference ETP is not a registered investment company under the Investment
Company Act of 1940, and their sponsors may not be registered as an investment
adviser. Additionally, the Reference ETPs may not be a commodity pool for
purposes of the Commodity Exchange Act, and the Reference ETPs’ sponsors may not
be subject to regulation as a commodity pool operator or a commodity trading
advisor in connection with its activities with respect to the Reference ETPs.
While each Reference ETP is expected to continuously offer its shares, a
Reference ETP may suspend issuances of shares at any time. The sponsor of a
Reference ETP will maintain a public website on behalf of the Reference ETP,
containing information about the Reference ETP and its shares. Investors in the
Fund are encouraged to
review
the websites of the several Reference Assets that exist in the marketplace. Each
of the Reference ETPs’ shares are intended to constitute a simple means of
making an investment similar to an investment in Bitcoin rather than by
acquiring, holding and trading Bitcoin directly on a peer-to-peer or other basis
or via a digital asset platform. The Reference ETPs’ shares have been designed
to remove the obstacles represented by the complexities and operational burdens
involved in a direct investment in Bitcoin, while at the same time having an
intrinsic value that reflects, at any given time, the investment exposure to the
Bitcoin owned by the Reference ETPs at such time, less the Reference ETPs’
expenses and liabilities. A Reference Asset that is an index is designed to
reflect the value of Bitcoin, but does not have fees and expenses as do the
Reference ETPs. Although the Reference ETPs’ shares are not the exact equivalent
of a direct investment in Bitcoin, they provide investors with an alternative
method of achieving investment exposure to Bitcoin through the securities
market, which may be more familiar to them.
The
BRRNY Index is designed to measure the performance of a single Bitcoin traded in
USD and seeks to provide a proxy for the Bitcoin market. The BRRNY Index price
is a composite of U.S. dollar Bitcoin trading activities reported by certain
digital asset trading platforms that are evaluated based on a variety of
different criteria, including volume representation, AML / KYC standards and
market integrity measures. The digital asset trading platforms included in the
BRRNY Index are reevaluated on an ongoing basis. All eligible exchange data is
aggregated and categorized via timestamps into 12 five-minute partitions of
equal length beginning at 3:00pm to 4:00pm New York time, and a volume weighted
median is calculated for each partition. The BRRNY Index is the average of these
12 volume weighted medians. The BRRNY Index is constructed and maintained by CF
Benchmarks Ltd. The Fund may enter into swap agreements in which the Reference
Asset is a different Bitcoin index. The Fund expects that any such indexes will
have been designed for a similar purpose, and will have similar methodologies,
as the BRRNY Index.
Description
of Bitcoin, the Bitcoin Blockchain, relationship of Bitcoin to the Bitcoin
Blockchain.
Digital
asset networks, including the Bitcoin peer-to-peer network and associated
blockchain ledger (the “Bitcoin blockchain” and together the “Bitcoin network”)
were introduced within the past 15 years. Bitcoin is a digital asset that is
created and transmitted through the operations of the peer-to-peer Bitcoin
network, a decentralized network of computers that operates on cryptographic
protocols. Bitcoin and the Bitcoin blockchain are designed to serve as an
alternative payment system. No single entity owns or operates the Bitcoin
network, the infrastructure of which is collectively maintained by its user
base. The Bitcoin network allows people to exchange tokens of value, called
Bitcoin, which are recorded on a public transaction ledger known as the Bitcoin
blockchain. Bitcoin can be used to pay for goods and services, or it can be
converted to fiat currencies, such as the U.S. dollar, at rates determined on
Bitcoin platforms that enable trading in Bitcoin or in individual
end-user-to-end-user transactions under a barter system. Although Bitcoin and
similar crypto assets have been called “cryptocurrencies”, they are not widely
accepted as a means of payment.
The
Bitcoin network is commonly understood to be decentralized and does not require
governmental authorities or financial institution intermediaries to create,
transmit or determine the value of Bitcoin. Rather, Bitcoin is created and
allocated by the Bitcoin network protocol through a “mining” process. The value
of Bitcoin is determined by the supply of and demand for Bitcoin on Bitcoin
platforms or in private end-user-to-end-user transactions.
New
Bitcoin are created and rewarded to the miners of a block in the Bitcoin
blockchain for verifying transactions. The Bitcoin blockchain is a shared
database that includes all blocks that have been solved by miners and it is
updated to include new blocks as they are solved. Each Bitcoin transaction is
broadcast to the Bitcoin network and, when included in a block, recorded in the
Bitcoin blockchain.
History
of Bitcoin
The
Bitcoin network was initially contemplated in a white paper that also described
Bitcoin and the operating software to govern the Bitcoin network. The white
paper was purportedly authored by Satoshi Nakamoto. However, no individual with
that name has been reliably identified as Bitcoin’s creator, and the general
consensus is that the name is a pseudonym for the actual inventor or inventors.
The first Bitcoins were created in 2009 after Nakamoto released the Bitcoin
network source code (the software and protocol that created and launched the
Bitcoin network). The Bitcoin network has been under active development since
that time by a loose group of software developers who have come to be known as
core developers.
Overview
of Bitcoin Network Operations
In
order to own, transfer or use Bitcoin directly on the Bitcoin network (as
opposed to through an intermediary, such as a platform), a person generally must
have internet access to connect to the Bitcoin network. Bitcoin transactions may
be made directly between end-users without the need for a third-party
intermediary.
Overview
of Bitcoin Transfers
Prior
to engaging in Bitcoin transactions directly on the Bitcoin network, a user
generally must first install on its computer or mobile device a Bitcoin network
software program that will allow the user to generate a private and public key
pair associated with a Bitcoin address commonly referred to as a “wallet.” The
Bitcoin network software program and the Bitcoin address also enable the user to
connect to the Bitcoin network and transfer Bitcoin to, and receive Bitcoin
from, other users.
Each
Bitcoin network address, or wallet, is associated with a unique “public key” and
“private key” pair. To receive Bitcoin, the Bitcoin recipient must provide its
public key to the party initiating the transfer. This activity is analogous to a
recipient for a transaction in U.S. dollars providing a routing address in wire
instructions to the payor so that cash may be wired to the recipient’s account.
The payor approves the transfer to the address provided by the recipient by
“signing” a transaction that consists of the recipient’s public key with the
private key of the address from where the payor is transferring the Bitcoin. The
recipient, however, does not make public or provide to the sender its related
private key.
Some
Bitcoin transactions are conducted “off-blockchain” and are therefore not
recorded in the Bitcoin blockchain. Some “off-blockchain transactions” involve
the transfer of control over, or ownership of, a specific digital wallet holding
Bitcoin or the reallocation of ownership of certain Bitcoin in a digital wallet
containing assets owned by multiple persons, such as a digital wallet maintained
by a digital assets platform. In contrast to on-blockchain transactions, which
are publicly recorded on the Bitcoin blockchain, information and data regarding
off-blockchain transactions are generally not publicly available. Therefore,
off-blockchain transactions are not truly Bitcoin transactions in that they do
not involve the transfer of transaction data on the Bitcoin network and do not
reflect a movement of Bitcoin between addresses recorded in the Bitcoin
blockchain. For these reasons, off-blockchain transactions are subject to risks
as any such transfer of Bitcoin ownership is not protected by the protocol
behind the Bitcoin network or recorded in, and validated through, the blockchain
mechanism.
Summary
of a Bitcoin Transaction
In
a Bitcoin transaction directly on the Bitcoin network between two parties (as
opposed to through an intermediary, such as a platform or a custodian), the
following circumstances must initially be in place: (i) the party seeking to
send Bitcoin must have a Bitcoin network public key, and the Bitcoin network
must recognize that public key as having sufficient Bitcoin for the transaction;
(ii) the receiving party must have a Bitcoin network public key; and (iii) the
spending party must have internet access with which to send its spending
transaction.
The
receiving party must provide the spending party with its public key and allow
the Bitcoin blockchain to record the sending of Bitcoin to that public key.
After the provision of a recipient’s Bitcoin network public key, the spending
party must enter the address into its Bitcoin network software program along
with the number of Bitcoin to be sent. The number of Bitcoin to be sent will
typically be agreed upon between the two parties based on a set number of
Bitcoin or an agreed upon conversion of the value of fiat currency to Bitcoin.
Since every computation on the Bitcoin network requires the payment of Bitcoin,
including verification and memorialization of Bitcoin transfers, there is a
transaction fee involved with the transfer, which is based on computation
complexity and not on the value of the transfer and is paid by the payor with a
fractional number of Bitcoin.
After
the entry of the Bitcoin network address, the number of Bitcoin to be sent and
the transaction fees, if any, to be paid, will be transmitted by the spending
party. The transmission of the spending transaction results in the creation of a
data packet by the spending party’s Bitcoin network software program, which is
transmitted onto the decentralized Bitcoin network, resulting in the
distribution of the information among the software programs of users across the
Bitcoin network for eventual inclusion in the Bitcoin
blockchain.
Bitcoin
network miners record transactions when they solve for and add blocks of
information to the Bitcoin blockchain. When a miner solves for a block, it
creates that block, which includes data relating to (i) the solution to the
block, (ii) a reference to the prior block in the Bitcoin blockchain to which
the new block is being added and (iii) transactions that have occurred but have
not yet been added to the Bitcoin blockchain. The miner becomes aware of
outstanding, unrecorded transactions through the data packet transmission and
distribution discussed above.
Upon
the addition of a block included in the Bitcoin blockchain, the Bitcoin network
software program of both the spending party and the receiving party will show
confirmation of the transaction on the Bitcoin blockchain and reflect an
adjustment to the Bitcoin balance in each party’s Bitcoin network public key,
completing the Bitcoin transaction. Once a transaction is confirmed on the
Bitcoin blockchain, it is irreversible.
Creation
of a New Bitcoin
New
Bitcoins are created through the mining process as discussed below.
The
Bitcoin network is kept running by computers all over the world. In order to
incentivize those who incur the computational costs of securing the network by
validating transactions, there is a reward that is given to the computer that
was able to create the latest block on the chain. Every 10 minutes, on average,
a new block is added to the Bitcoin blockchain with the latest transactions
processed by the network, and the computer that generated this block is
currently awarded 6.25 Bitcoin. Due to the nature of the algorithm for block
generation, this process (generating a “proof-of-work”) is random. Over time,
rewards are expected to be proportionate to the computational power of each
machine.
The
process by which Bitcoin is “mined” results in new blocks being added to the
Bitcoin blockchain and new Bitcoin tokens being issued to the miners. Computers
on the Bitcoin network engage in a set of prescribed complex mathematical
calculations in order to add a block to the Bitcoin blockchain and thereby
confirm Bitcoin transactions included in that block’s data.
To
begin mining, a user can download and run Bitcoin network mining software, which
turns the user’s computer into a “node” on the Bitcoin network that validates
blocks. Each block contains the details of some or all of the most recent
transactions that are not memorialized in prior blocks, as well as a record of
the award of Bitcoin to the miner who added the new block. Each unique block can
be solved and added to the Bitcoin blockchain by only one miner. Therefore, all
individual miners and mining pools on the Bitcoin network are engaged in a
competitive process of constantly increasing their computing power to improve
their likelihood of solving for new blocks. As more miners join the Bitcoin
network and its processing power increases, the Bitcoin network adjusts the
complexity of the block-solving equation to maintain a predetermined pace of
adding a new block to the Bitcoin blockchain approximately every ten minutes. A
miner’s proposed block is added to the Bitcoin blockchain once a majority of the
nodes on the Bitcoin network confirms the miner’s work. Miners that are
successful in adding a block to the Bitcoin blockchain are automatically awarded
Bitcoin for their effort and may also receive transaction fees paid by
transferors whose transactions are recorded in the block. This reward system is
the method by which new Bitcoin enter into circulation to the
public.
The
Bitcoin network is designed in such a way that the reward for adding new blocks
to the Bitcoin blockchain decreases over time. Once new Bitcoin tokens are no
longer awarded for adding a new block, miners will only have transaction fees to
incentivize them, and as a result, it is expected that miners will need to be
better compensated with higher transaction fees to ensure that there is adequate
incentive for them to continue mining.
Limits
on Bitcoin Supply
Under
the source code that governs the Bitcoin network, the supply of new Bitcoin is
mathematically controlled so that the number of Bitcoin grows at a limited rate
pursuant to a pre-set schedule. The number of Bitcoin awarded for solving a new
block is automatically halved after every 210,000 blocks are added to the
Bitcoin blockchain, approximately every 4 years. Currently, the fixed reward for
solving a new block is 3.125 Bitcoin per block. The fourth halving occurred on
April 19, 2024, at block height 840,000, reducing the reward from 6.25 BTC to
3.125 BTC. The next halving is expected to occur in approximately April 2028, at
which point the reward will decrease to approximately 1.5625 BTC per block. This
deliberately controlled rate of Bitcoin creation means that the number of
Bitcoin in existence will increase at a
controlled
rate until the number of Bitcoin in existence reaches the pre-determined 21
million Bitcoin. However, the 21 million supply cap could be changed in a hard
fork.
A
hard fork could change the source code to the Bitcoin network, including the 21
million Bitcoin supply cap.” As of April 30, 2026, approximately 20.0 million
Bitcoins are outstanding, representing over 95% of the total 21 million Bitcoin
supply cap. The date when the 21 million Bitcoin limitation will be reached is
estimated to be the year 2140."
Modifications
to the Bitcoin Protocol
Bitcoin
is an open-source project with no official developer or group of developers that
controls the Bitcoin network. However, the Bitcoin network’s development is
overseen by a core group of developers. The core developers are able to access,
and can alter, the Bitcoin network source code and, as a result, they are
responsible for quasi-official releases of updates and other changes to the
Bitcoin network’s source code. The release of updates to the Bitcoin network’s
source code does not guarantee that the updates will be automatically adopted.
Users and miners must accept any changes made to the Bitcoin source code by
downloading the proposed modification of the Bitcoin network’s source code. A
modification of the Bitcoin network’s source code is effective only with respect
to the Bitcoin users and miners that download it. If a modification is accepted
by only a percentage of users and miners, a division in the Bitcoin network will
occur such that one network will run the pre-modification source code and the
other network will run the modified source code. Such a division is known as a
“fork.” A temporary or permanent “fork” could adversely affect the value of the
Shares. In addition, Shareholders will not receive the benefits of any
Incidental Rights and any IR Virtual Asset, including any forked or airdropped
assets.” Consequently, as a practical matter, a modification to the source code
becomes part of the Bitcoin network only if accepted by participants
collectively having most of the processing power on the Bitcoin network. There
have been several forks in the Bitcoin network, including but not limited to,
forks resulting in the creation of Bitcoin Cash (August 1, 2017), Bitcoin Gold
(October 24, 2017) and Bitcoin SegWit2X (December 28, 2017), among
others.
Core
development of the Bitcoin network source code has increasingly focused on
modifications of the Bitcoin network protocol to increase speed and scalability
and also allow for non-financial, next generation uses. For example, following
the activation of Segregated Witness on the Bitcoin network, an alpha version of
the Lightning Network was released. The Lightning Network is an open-source
decentralized network that enables instant off-Bitcoin blockchain transfers of
the ownership of Bitcoin without the need of a trusted third-party. The system
utilizes bidirectional payment channels that consist of multi-signature
addresses. One on-blockchain transaction is needed to open a channel and another
on-blockchain transaction can close the channel. Once a channel is open, value
can be transferred instantly between counterparties, who are engaging in real
Bitcoin transactions without broadcasting them to the Bitcoin network. New
transactions will replace previous transactions and the counterparties will
store everything locally as long as the channel stays open to increase
transaction throughput and reduce computational burden on the Bitcoin network.
Other efforts include increased use of smart contracts and distributed registers
built into, built atop or pegged alongside the Bitcoin blockchain. The Trust’s
activities will not directly relate to such projects, though such projects may
utilize Bitcoin as tokens for the facilitation of their non-financial uses,
thereby potentially increasing demand for Bitcoin and the utility of the Bitcoin
network as a whole. Conversely, projects that operate and are built within the
Bitcoin blockchain may increase the data flow on the Bitcoin network and could
either “bloat” the size of the Bitcoin blockchain or slow confirmation times. At
this time, such projects remain in early stages and have not been materially
integrated into the Bitcoin blockchain or the Bitcoin network.
Forms
of Attack Against the Bitcoin Network
All
networked systems are vulnerable to various kinds of attacks. As with any
computer network, the Bitcoin network contains certain flaws. For example, the
Bitcoin network is currently vulnerable to a “51% attack” where, if a mining
pool were to gain control of more than 50% of the hash rate for a digital asset,
a malicious actor would be able to prevent new transactions from confirmation,
and reverse new transactions that are completed while they are in control of the
network, effectively enabling them to double-spend their Bitcoins.
In
addition, many digital asset networks have been subjected to a number of denial
of service attacks, which has led to temporary delays in block creation and in
the transfer of Bitcoin. Any similar attacks on the Bitcoin network that impact
the ability to transfer Bitcoin could have a material adverse effect on the
price of Bitcoin and the value of the shares.
The
Fund’s Portfolio Composition
The
Fund will not invest directly in Bitcoin or any other digital
assets.
Rather,
the Fund seeks to gain exposure to the Reference Assets, in whole or in part,
through investments in a subsidiary organized in the Cayman Islands, the
T-Rex
2X
Long Bitcoin Daily Target (Cayman) Portfolio S.P. (the “T-Rex
2X
Long Bitcoin
Subsidiary”).
The T-Rex
2X Long Bitcoin Subsidiary
is wholly-owned and controlled by the Fund. The Fund will also likely have
significant cash investments. Again,
however, the Fund will not invest directly in Bitcoin or any other digital
assets.
The
T-Rex
2X Long Bitcoin Subsidiary
is wholly-owned and controlled by the Fund. The Fund’s investment in the
T-Rex
2X Long Bitcoin Subsidiary
may not exceed 25% of the Fund’s total assets (the “Subsidiary Limit”). The
Fund’s investment in the T-Rex
2X Long Bitcoin Subsidiary
is intended to provide the Fund with exposure to Bitcoin returns while enabling
the Fund to satisfy source-of-income requirements that apply to regulated
investment companies under the Internal Revenue Code of 1986, as amended (the
“Code”). Except as noted, references to the investment strategies and risks of
the Fund include the investment strategies and risks of the T-Rex
2X Long Bitcoin Subsidiary.
The T-Rex
2X Long Bitcoin Subsidiary
has the same investment objective as the Fund and will follow the same general
investment policies and restrictions, except that unlike the Fund, it may invest
without limit in the Reference Assets. The Fund will aggregate its investments
with the T-Rex
2X Long Bitcoin Subsidiary
for purposes of determining compliance with (i) Section 8 of the Investment
Company Act of 1940 (the “1940 Act”), which governs fundamental investment
limitations (which are described more specifically in the Fund’s statement of
additional information); and (ii) Section 18 of the 1940 Act, which governs
capital structure and includes limitations associated with the Fund’s ability to
leverage its investments. Additionally, the T-Rex
2X Long Bitcoin Subsidiary’s
investment advisory contracts will be governed in accordance with Section 15 of
the 1940 Act, and the T-Rex
2X Long Bitcoin Subsidiary
will adhere to applicable provisions of Section 17 of the 1940 Act governing
affiliate transactions. The principal investment strategies and principal risks
of the T-Rex
2X Long Bitcoin Subsidiary
constitute principal investment strategies and principal risks of the Fund, and
the disclosures of those strategies and risks in this prospectus are designed to
reflect the aggregate operations of the Fund and the T-Rex
2X Long Bitcoin Subsidiary.
The
Fund (and the T-Rex
2X Long Bitcoin Subsidiary,
as applicable) expects to invest its remaining assets in any one or more of the
following cash investments: U.S. Treasuries, other U.S. government obligations,
money market funds, cash and cash-like equivalents (e.g.,
high quality commercial paper and similar instruments that are rated investment
grade or, if unrated, of comparable quality, as the Adviser determines), and
treasury inflation-protected securities that provide liquidity, serve as margin
or collateralize the Fund’s and/or the T-Rex
2X Long Bitcoin Subsidiary’s
investments in the Reference Assets.
The
Fund is classified as a non-diversified fund under the 1940 Act and, therefore,
may invest a greater percentage of its assets in a particular
issuer.
The
SEC maintains an Internet website on its EDGAR Database that includes the
registration statement, shareholder reports, other regulatory filings and other
information regarding each Reference ETP. Information provided to or filed with
the Securities and Exchange Commission by any of the Reference ETPs pursuant to
the Exchange Act can be located by reference to the Securities and Exchange
Commission through the Securities and Exchange Commission’s website at
www.sec.gov. Information regarding a Reference Asset that is an index may be
obtained at the website maintained by the index provider.
In
addition, information regarding the Reference Assets may be obtained from other
sources including, but not limited to, press releases, newspaper articles and
other publicly disseminated documents.
Information
about the Reference ETPs
The
purpose of each of the Reference ETPs is to own Bitcoin purchased by the
particular Reference ETP in exchange for shares issued by the Reference ETP. The
assets of each Reference ETP consist primarily of Bitcoin held by the s
custodian on behalf of the Reference ETP. Generally, a Reference ETP issues and
redeems its shares only in blocks of shares (or “Baskets”) to registered
broker-dealers that enter into a contract with the sponsor and the trustee of
the particular Reference ETP (“Authorized Participants”). Authorized
Participants will purchase shares by depositing cash in the Reference ETP’s
account with its custodian. This will cause the Reference ETP’s sponsor to
automatically instruct a counterparty to (i) purchase the amount of Bitcoin
equivalent in value to the cash deposit amount associated with the
order
and (ii) deposit the resulting Bitcoin deposit amount in the Reference ETPs
account with the custodian, resulting in the transfer agent crediting the
applicable amount of shares to the Authorized Participant.
When
such an Authorized Participant redeems its shares in the Reference ETP, the
sponsor will direct the custodian to transfer Bitcoin to the counterparty, who
will sell the Bitcoin to be executed at the Index price used by the Reference
ETP to calculate its net asset value.
Redemptions
of Baskets may be suspended (i) during any period in which regular trading on
the exchange on which shares of the particular Reference ETP are traded is
suspended or restricted, or the exchange is closed (other than scheduled holiday
or weekend closings), or (ii) during a period when the sponsor determines that
delivery, disposal or evaluation of Bitcoin is not reasonably practicable. If
any of these events occurs at a time when an Authorized Participant intends to
redeem shares, and the price of Bitcoin decreases before such Authorized
Participant is able again to surrender for redemption Baskets, such Authorized
Participant will sustain a loss with respect to the amount that it would have
been able to obtain upon the redemption of its shares, had the redemption taken
place when such Authorized Participant originally intended it to occur.
Individual shares will not be redeemed by the particular Reference ETP, however,
each Reference ETP will be listed and traded on an exchange, as follows:
|
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| |
|
Reference
ETP |
Exchange |
Ticker
Symbol |
|
Grayscale
Bitcoin Trust |
NYSE
Arca, Inc. |
GBTC |
|
Bitwise
Bitcoin ETF |
NYSE
Arca, Inc. |
BITB |
|
Hashdex
Bitcoin ETF |
NYSE
Arca, Inc. |
DEFI |
|
iShares
Bitcoin Trust |
The
Nasdaq Stock Market, LLC |
IBIT |
|
Valkyrie
Bitcoin Fund |
The
Nasdaq Stock Market, LLC |
BRRR |
|
ARK
21Shares Bitcoin ETF |
Cboe
BZX Exchange, Inc. |
ARKB |
|
Invesco
Galaxy Bitcoin ETF |
Cboe
BZX Exchange, Inc. |
BTCO |
|
VanEck
Bitcoin Trust |
Cboe
BZX Exchange, Inc. |
HODL |
|
WisdomTree
Bitcoin Fund |
Cboe
BZX Exchange, Inc. |
BTCW |
|
Fidelity
Wise Origin Bitcoin Fund |
Cboe
BZX Exchange, Inc. |
FBTC |
|
Franklin
Bitcoin ETF |
Cboe
BZX Exchange, Inc. |
EZBC |
Authorized
Participants may offer shares of the Reference ETP to the public at prices that
depend on various factors, including the supply and demand for shares, the value
of the Reference ETP’s assets, and market conditions at the time of a
transaction. Shareholders who buy or sell shares of a Reference ETP during the
day from their broker-dealer on the secondary market may do so at a premium or
discount relative to the net asset value of the Reference ETPs shares. The value
of shares of a Reference ETP may not directly correspond to the price of
Bitcoin, and is highly volatile. The price of a Reference ETP may go down even
if the price of the underlying asset, Bitcoin, 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
Reference ETP is a passive investment vehicle that does not seek to generate
returns beyond tracking the price of Bitcoin. This means the sponsor does
not speculatively sell Bitcoin at times when its price is high or speculatively
acquire Bitcoin at low prices in the expectation of future price increases. The
Reference ETPs will not utilize hedging, leverage, derivatives or any similar
arrangements in seeking to meet its investment objective. The Reference ETPs are
not registered investment companies under the Investment Company Act of 1940 and
are not required to register under the Investment Company Act of 1940. Each
Reference ETP’s custodian will keep custody of all of the Reference ETP’s
Bitcoin, other than that which is maintained in a trading account, in accounts
that are required to be segregated from the assets held by the Custodian as
principal and the assets of its other customers (the “Vault Balance”). The
Reference ETP’s custodian will keep all of the private keys associated with such
Reference ETP’s Bitcoin held by the custodian in the Vault Balance in “cold
storage”, which refers to a safeguarding method by which the private keys
corresponding to the particular Reference ETP’s Bitcoins 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.
The
Reference ETP’s net asset value means the total assets of the Reference ETP
including, but not limited to, all bitcoin and cash, less total liabilities of
the Reference ETP. The sponsor of each Reference ETP has the exclusive authority
to
determine
that Reference ETP’s net asset value. The Reference ETP determines its net asset
value on each day that the exchange on which it trades is open for regular
trading, as promptly as practical after 4:00 p.m. EST. In determining its net
asset value, the Reference ETP values the Bitcoin it holds based on the price
set by an index as of 4:00 p.m. Eastern time. The Reference ETP also determines
the net asset value per share. In determining a Reference ETP’s net asset value,
the trustee or an administrator values the Bitcoin held by the Reference ETP
based on an Index price. The U.S. dollar value of a Basket of shares at
4:00 p.m., Eastern time, on the trade date of a creation or redemption
order is equal to the basket amount, which is the number of Bitcoins required to
create or redeem a Basket of shares, multiplied by the Index Price, which is the
U.S. dollar value of a Bitcoin derived from the Reference ETPs digital asset
trading platforms that are reflected in the particular Reference ETP’s Index at
4:00 p.m., Eastern time, on each business day.
The
methodology used to calculate an Index price to value Bitcoin in determining the
net asset value of a Reference ETP may not be deemed consistent with U.S.
generally accepted accounting principles.
Many
of the Reference ETPs have a limited operating history. Each Reference ETP is
subject to the information requirements of the Securities Exchange Act of 1934
and it files periodic reports with the U.S. Securities and Exchange Commission
(the “SEC”). Certain of the Reference ETPs are subject to reduced public company
reporting requirements
under the Jumpstart
Our Business Startups Act (the “JOBS Act”). These Reference ETPs are an
“emerging growth company,” as defined in the JOBS Act. For as long as the
particular Reference ETP is an emerging growth company, such Reference ETP may
take advantage of certain exemptions from various reporting requirements that
are applicable to other public companies that are not “emerging growth
companies,” including, but not limited to, not being required to comply with the
auditor attestation requirements of Section 404(b) of the Sarbanes–Oxley Act of
2002 , reduced disclosure obligations regarding executive compensation in the
Bitcoin Trust’s periodic reports and audited financial statements in this
prospectus, exemptions from the requirements of holding advisory “say-on-pay”
votes on executive compensation and shareholder advisory votes on “golden
parachute” compensation and exemption from any rules requiring mandatory audit
firm rotation and auditor discussion and analysis and, unless otherwise
determined by the SEC, any new audit rules adopted by the Public Company
Accounting Oversight Board.
The
Fund has derived all disclosures contained in this document regarding the
Reference Assets from the publicly available documents described above. Neither
the Fund, the Trust, the Adviser nor any affiliate has participated in the
preparation of such documents. Neither the Fund, the Trust, the Adviser nor any
affiliate makes any representation that such publicly available documents or any
other publicly available information regarding any Reference Asset is accurate
or complete. Furthermore, the Fund cannot give any assurance that all events
occurring prior to the date of the prospectus (including events that would
affect the accuracy or completeness of the publicly available documents
described above) that would affect the trading price of the Reference Assets
have been publicly disclosed. Subsequent disclosure of any such events or the
disclosure of, or failure to disclose, material future events concerning a
Reference Asset could affect the value of the Fund’s investments with respect to
the Reference Assets and therefore the value of the Fund.
Because
of daily rebalancing and the compounding of each day’s return over time,
the return of the Fund for periods longer than a single day will be the result
of each day’s returns compounded over the period, which will very likely differ
from 200% of the return of Bitcoin over the same period. The Fund will lose
money if the Reference Asset’s performance is flat over time, and as a result of
daily rebalancing, the Reference Asset’s volatility and the effects of
compounding, it is even possible that the Fund will lose money over time while
Bitcoin’s performance increases over a period longer than a single
day.
Losses or negative impacts to a Fund pursuing a long-levered strategy
due to declines in the price of Bitcoin would have a positive impact on the
price of a Fund pursuing an inverse levered strategy. Alternatively,
developments that would cause an increase in the price of Bitcoin would
adversely impact the price of a Fund pursuing an inverse levered strategy, while
positively impacting the price of a Fund pursuing a long-levered
strategy.
Principal
Risks
An
investment in the Fund entails risk. The Fund may not achieve
its leveraged investment objective and there is a risk that you could lose all
of your money invested in the Fund. The Fund is not a
complete investment program. In addition, the Fund presents risks not
traditionally associated with other mutual funds and ETF. It is important that
investors closely review all of the risks listed below and understand them
before making an investment in the Fund.
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 200% of the
Reference Assets’ performance, before fees and expenses. Compounding affects all
investments, but has a more significant impact on funds that are leveraged and
that rebalance daily and becomes more pronounced as volatility and holding
periods increase.
A
volatility rate is a statistical measure of the magnitude of fluctuations in the
underlying security’s returns over a defined period. Performance is the return
on the underlying security for a stated period. The more volatile, the more
likely the returns may differ over time. For periods longer than a trading day,
volatility in the performance of the underlying security or its rebalancing from
day to day is the primary cause of any disparity between the Fund’s actual
returns and the returns of the underlying security for such period. 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 Reference
Assets during the shareholder’s holding period of an investment in the
Fund.
The
chart below provides examples of how the Reference Assets’ volatility
and its return could affect the Fund’s performance. Fund performance for
periods greater than one single day can be estimated given any set of
assumptions for the following factors: a) the Reference Assets’ volatility; b)
the Reference Assets’ performance; c) period of time; d) financing rates
associated with leveraged exposure; e) other Fund expenses; and f) dividends or
interest paid with respect to the Reference ETPs. The chart below illustrates
the impact of two principal factors – the Reference Assets’ volatility and
the Reference Assets’ performance – on Fund performance. The chart shows
estimated Fund returns for a number of combinations of the Reference Assets’
volatility and the Reference Assets’ performance over a one-year period.
Performance shown in the chart assumes that: (i) no dividends were paid with
respect to the Reference ETPs; (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 lower than those shown. Particularly during periods of higher
volatility, compounding will cause results for periods longer than a trading day
to vary from 200% of the performance of the Reference Assets.
During
periods of higher the Reference Assets’ volatility, the volatility of the
Reference Assets may affect the Fund’s return as much as, or more than, the
return of the Reference Assets. 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 Reference Assets during a shareholder’s
holding period of an investment in the Fund.
As
shown in the chart below, the Fund would be expected to lose 6.1% if the
Reference Assets provided no return over a one year period during which the
Reference Assets 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 Reference Assets’ return is flat. For
instance, if a Reference Assets’ annualized volatility is 100%, the Fund would
be expected to lose 63.2% of its value, even if the cumulative return for the
year was 0%. Areas
shaded red (or dark gray) represent those scenarios where the Fund can be
expected to return less than 200% of the performance of the Reference Assets and
those shaded green (or light gray) represent those scenarios where the Fund can
be expected to return more than 200% of the performance of the Reference Assets.
The table below is not a representation of the Fund’s actual returns, which 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 Risk”
below.
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One
Year |
200%
One
Year |
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% |
The
Reference ETPs only recently commenced operations and have a very short
operating history. The annualized historical daily volatility rate for Bitcoin,
which the Reference Assets are intended to replicate, for the
five-year period ended December 31, 2025 was 58.64%. Bitcoin’s annualized
daily volatility rates were as follows:
2021 81.29%
2022 62.61%
2023
45.45%
2024 51.89%
2025 43.30%
Volatility
for a shorter period of time may have been substantially higher.
The
annualized performance for Bitcoin, which the Reference Assets are intended to
replicate, for the five-year period ended December 31, 2025 was 24.63%.
Historical volatility and performance are not indications of what the Reference
Assets’ volatility and performance will be in the future.
For
information regarding the effects of volatility and performance on the
long-term performance of the Fund, see “Additional Information About Investment
Techniques and Policies.”
Leverage
Risk. The
Fund obtains investment exposure in excess of its net assets by utilizing
leverage and may lose more money in market conditions that are averse to its
investment objective than a fund that does not utilize leverage. An investment
in the Fund is exposed to the risk that a decline in the daily performance of
the Reference Assets will be magnified. This means that an investment in the
Fund will be reduced by an amount equal to 2% for every 1% daily decline in the
Reference Assets, not including the costs of financing leverage and other
operating expenses, which would further reduce its value. The Fund could
theoretically lose an amount greater than its net assets in the event of a
security decline of more than 50%. This would result in a total loss of a
shareholder’s investment in one day even if the Reference Assets subsequently
move in the opposite direction and eliminate all or a portion of its earlier
daily change. A total loss may occur in a single day even if the Reference
Assets do not lose all of their value. Leverage will also have the effect of
magnifying any differences in the Fund’s correlation with the Reference Assets
and may increase the volatility of the Fund.
To
the extent that the instruments utilized by the Fund are thinly traded or
have a limited market, the Fund may be unable to meet its investment objective
due to a lack of available investments or counterparties. During such periods,
the Fund’s ability to issue additional Creation Units may be adversely affected.
As a result, the Fund’s shares could trade at a premium or discount to their net
asset value and/or the bid-ask spread of the Fund’s shares could widen.
Under such circumstances, the Fund may increase its transaction fee, change
its investment objective by, for example, seeking to track an alternative
exchange traded product, reduce its leverage or
close.
Derivatives
Risk.
Derivatives
are financial instruments that derive value from the underlying reference
asset or assets, such as stocks, bonds, or funds (including ETFs), interest
rates or indexes. Investing in derivatives may be considered aggressive and may
expose the Fund to greater risks, and may result in larger losses or small
gains, than investing directly in the reference assets underlying those
derivatives, which may prevent the Fund from achieving its investment objective.
The
Fund will use swap agreements to achieve its investment objective. The
Fund’s investments in derivatives may pose risks in addition to, and greater
than, those associated with directly investing in securities or other
investments, including risk related to the market, leverage, imperfect
correlations with underlying investments or the Fund’s other portfolio holdings,
higher price volatility, lack of availability, counterparty, liquidity,
valuation and legal restrictions. The performance of a derivative may not track
the performance of its reference asset, including due to fees and other costs
associated with it. Because derivatives often require only a limited initial
investment, the use of derivatives may expose the Fund to losses in excess of
the amount initially invested. As a result, the value of an investment in the
Fund may change quickly and without warning. Additionally, any financing,
borrowing or other costs associated with using derivatives may also have the
effect of lowering the Fund’s return. Such costs may increase as interest rates
rise.
Swap
Agreements Risk.
Swap agreements are entered into primarily with major global financial
institutions for a specified period which may range from one day to more than
one year. In a standard swap transaction, two parties agree to exchange the
return (or differentials in rates of return) earned or realized on particular
predetermined reference or underlying securities or instruments. The gross
return to be exchanged or swapped between the parties is calculated based on a
notional amount or the return on or change in value of a particular dollar
amount invested in a reference asset. Swap agreements are generally traded
over-the-counter, and therefore, may not receive regulatory protection, which
may expose investors to significant losses. Swaps in which the Fund invests are
uncleared, non-exchange traded and are cash settled.
The
Fund will be subject to regulatory constraints relating to the level of
value at risk that the Fund may incur through its derivatives portfolio. To the
extent the Fund exceeds these regulatory thresholds over an extended period, the
Fund may determine that it is necessary to make adjustments to the Fund’s
investment strategy and the Fund may not achieve its investment
objective.
Counterparty
Risk.
A
counterparty may be unwilling or unable to make timely payments to meet its
contractual obligations or may fail to return holdings that are subject to the
agreement with the counterparty. If the counterparty or its affiliate becomes
insolvent, bankrupt or defaults on its payment obligations to the Fund, the
value of an investment held by the Fund may decline. Additionally, if any
collateral posted by the counterparty for the benefit of the Fund is
insufficient or there are delays in the Fund’s ability to access such
collateral, the Fund may not be able to achieve its leveraged investment
objective.
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. 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 leveraged investment objective
or may decide to change its leveraged investment
objective.
Rebalancing
Risk.
If
for any reason the Fund is unable to rebalance all or a part of its
portfolio, or if all or a portion of the portfolio is rebalanced incorrectly,
the Fund’s investment exposure may not be consistent with its investment
objective. In these instances, the Fund may have investment exposure to the
Reference Assets that is significantly greater or significantly less than its
stated multiple. The Fund may be more exposed to leverage risk than if it had
been properly rebalanced and may not achieve its investment objective, leading
to significantly greater losses or reduced
gains.
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 value of the Reference Assets at the
market close on the first trading day and the value of the Reference Assets at
the time of purchase. If the Reference Assets gain value, the Fund’s net assets
will rise by the same amount as the Fund’s exposure. Conversely, if the
Reference Assets decline, 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 Reference Assets.
If
there is a significant intra-day market event and/or the securities
experience a significant change in value, the Fund may not meet its investment
objective, may not be able to rebalance its portfolio appropriately, or may
experience significant premiums or discounts, or widened bid-ask spreads.
Additionally, the Fund may close to purchases and sales of Shares prior to the
close of trading on the Exchange and incur significant
losses.
Daily
Correlation Risk.
There is no guarantee that the Fund will achieve a high degree of correlation to
the Reference Assets and therefore achieve its daily leveraged investment
objective. The Fund’s exposure to the Reference Assets is impacted by the
Reference Assets’ movement. Because of this, it is unlikely that the Fund will
be perfectly exposed to the Reference Assets at the end of each day. The
possibility of the Fund being materially over- or under-exposed to the Reference
Assets increases on days when the Reference Assets are volatile near the close
of the trading day. Market disruptions, regulatory restrictions and high
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, illiquid 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, regulatory and tax considerations, which may cause the Fund to
hold (or not to hold) the Reference Assets. The 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 the Reference Assets. 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 the Reference Assets. Additionally, the
Fund’s underlying investments and/or reference assets may trade on markets that
may not be open on the same day as the Fund, which may cause a difference
between the changes in the daily performance of the Fund and changes in the
performance of the Reference Assets. Any of these factors could decrease the
correlation between the performance of the Fund and the Reference Assets and may
hinder the Fund’s ability to meet its daily leveraged investment objective on or
around that day.
Market
Risk. The
Fund’s investments are subject to changes in general economic conditions,
general market fluctuations and the risks inherent in investment in securities
markets. Investment markets can be volatile and prices of investments can change
substantially due to various factors including, but not limited to, economic
growth or recession, changes in interest rates, changes in the actual or
perceived creditworthiness of issuers, general market liquidity, exchange
trading suspensions and closures, and public health risks. The Fund is subject
to the risk that geopolitical events will disrupt markets and adversely affect
global economies, markets, and exchanges. Local, regional or global events such
as war, acts of terrorism, natural disasters, the spread of infectious illness
or other public health issues, conflicts and social unrest or other events could
have a significant impact on the Fund, its investments, and the Fund’s ability
to achieve its investment objective.
Indirect
Investment Risk. The
Reference Assets are not affiliated with the Trust, the Adviser or any
affiliates thereof and is not involved with this offering in any way, and has no
obligation to consider the Fund in taking any corporate actions that might
affect the value of the Fund. The Trust, the Fund and any affiliate are not
responsible for the performance of the Reference Assets and make no
representation as to the performance of the Reference Assets. Investing in the
Fund is not equivalent to investing in the Reference Assets. Fund shareholders
will not have voting rights or rights to receive dividends or other
distributions or any other rights with respect to the Reference
Assets.
Reference
Asset Investing Risk. Issuer-specific
attributes may cause an investment held by the Fund to be more volatile than the
market generally. The value of an individual security or particular type of
security may be more volatile than the market as a whole and may perform
differently from the value of the market as a whole. The following is a summary
of risk factors related to the Reference Assets as identified by the Reference
ETPs in their registration statements – this is not purported to be a complete
list of risks (references to “shares” in this section are to shares of the
Reference ETPs).
Risk
Factors Related to Digital Assets
•Bitcoin
and Bitcoin-linked investments are relatively new investments, they present
unique and substantial risks, and investing in Bitcoin has been subject to
significant price volatility. The trading prices of many digital assets,
including Bitcoin, have experienced extreme volatility in recent periods and may
continue to do so. Extreme volatility in the future, including further declines
in the trading prices of Bitcoin, could have a material adverse effect on the
value of the shares and the shares could lose all or substantially all of their
value.
•The
value of Bitcoin has been and may continue to be deeply speculative such that
trading and investing in Bitcoin intraday may not be based on fundamental
analysis. Individuals and organizations holding large amounts of Bitcoin known
as “whales” may have the ability to manipulate the price of Bitcoin. The value
of the shares is subject to a number of factors relating to the fundamental
investment characteristics of Bitcoin as a digital asset, including the fact
that digital 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 such as
the Bitcoin blockchain. For example, the Bitcoin blockchain may be subject to
attack by miners or a group of miners that possess more than 50% of the
blockchain’s hashing power. The value of the Fund’s investments in Bitcoin may
be adversely affected by such an attack.
•Digital
assets represent a new and rapidly evolving industry, and the value of the
shares depends on the acceptance of Bitcoin.
•Changes
in the governance of a digital asset network may not receive sufficient support
from users and miners, which may negatively affect that digital asset network’s
ability to grow and respond to challenges.
Risk
Factors Related to the Digital Asset Platforms
•The
value of the Shares relates directly to the value of Bitcoins, the value of
which may be highly volatile and subject to fluctuations due to a number of
factors.
•The
Reference ETPs (defined to be the exchange traded product that tracks the price
of Bitcoin) has a limited history, the Reference ETPs price could fail to track
the global Bitcoin price, and a failure of the Reference ETP price could
adversely affect the value of the shares.
•Proposed
changes to the Bitcoin blockchain protocol may not be adopted by a sufficient
number of users and miners, which may result in competing blockchains with
different native crypto assets and sets of participants (known as a “fork”). The
value of an investment in the Fund may be negatively impacted by a temporary or
permanent “fork”.
•Bitcoin
blockchain protocol may contain flaws that can be exploited by attackers and
which may adversely affect the value of Bitcoin and the Fund’s investments.
Flaws in the source code for digital assets have been exploited including flaws
that disabled some functionality for users, exposed users’ personal information
and/or resulted in the theft of users’ digital assets. The cryptography
underlying Bitcoin could prove to be flawed or ineffective, or developments in
mathematics and/or technology, including advances in digital computing,
algebraic geometry and quantum computing, could result in such cryptography
becoming ineffective. In any of these circumstances, a malicious actor may be
able to compromise the security of the Bitcoin network or take the Trust’s
Bitcoin, which would adversely affect the value of the Fund. Exposure of Bitcoin
to instability in other speculative parts of the blockchain and crypto industry,
such as through an event that is not necessarily related to the security or
utility of Bitcoin blockchain can nonetheless precipitate a significant decline
in the price of Bitcoin and an investment in the Fund.
•While
Bitcoin was the first digital asset to gain global adoption, and as of December
31, 2025, Bitcoin was the largest digital asset by market capitalization tracked
by CoinMarketCap.com, there are over 10,000 alternative digital assets with a
total market capitalization of approximately $1.33 trillion. Many consortiums
and financial institutions are also researching and investing resources into
private or permissioned smart contract platforms rather than open platforms like
the Bitcoin network. Competition from the emergence or growth of alternative
digital assets and smart contracts platforms, such as those focused on
zero-knowledge cryptography, Solana, Avalanche, Polkadot, or Cardano, could have
a negative impact on the demand for, and price of, Bitcoin and thereby adversely
affect the value of the Fund.
•Bitcoin
has only recently become selectively accepted as a means of payment by retail
and commercial outlets, and use of Bitcoins by consumers to pay such retail and
commercial outlets remains limited. Banks and other established financial
institutions may refuse to process funds for Bitcoin transactions; process wire
transfers to or from digital asset platforms, Bitcoin-related companies or
service providers; or maintain accounts for persons or entities transacting in
Bitcoin. Processing of Bitcoin transactions may be slow, transaction fees may be
subject to significant variability. As a result, the prices of Bitcoin may be
influenced to a significant extent by speculators and miners, thus contributing
to price volatility that makes retailers less likely to accept it as a form of
payment in the future.
•Layer
2 refers to a series of different protocols that facilitate the creation of
smart contracts and decentralized applications (dApps) on top of the core
Bitcoin blockchain. Through various means, smart contracts and
transactions are largely executed outside of the Bitcoin main chain.
However, this is achieved while maintaining the full network security of the
core layer 1 chain.
•Further
developments in blockchain for its intended purpose may depend on Layer 2
scaling solutions (“Layer 2 Solutions”). Layer 2 Solutions are protocols
that allow developers to build applications with faster transaction ability and
cheaper costs than if they were to build on the layer 1 chain, which refers to
decentralized applications built on the Bitcoin main chain. There are various
types of scaling solutions for Bitcoin that will assist in the implementation of
Layer 2 Solutions. For Bitcoin to be suitable for global
enterprise and mass adoption, there first needs to be improvements that
facilitate scaling and transaction speed to keep up with user demand, and
accommodating the various types of users and transaction requests. The Bitcoin
Lightning Network is a Layer 2 Solution that uses channels to create
peer-to-peer payment routs between two parties. These exist separately from
Bitcoin’s network and their primary purpose is to allow for faster transactions.
Since these Layer 2 Solutions are recorded off of the Bitcoin network this
results in slower verification times for these transactions, and users may be
subject to manipulation of the transaction data by unauthorized parties. This
may result in users and retailers less likely to accept Bitcoin as a form of
payment, and cause a decrease in the value of Bitcoin and the performance of the
Fund.
Risk
Factors Related to the Reference ETPs and Their Shares
•If
the process of creation and redemption of baskets encounters any unanticipated
difficulties, the possibility for arbitrage transactions by authorized
participants intended to keep the price of the shares closely linked to the
price of Bitcoin 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 authorized participants.
•Security
threats to the Reference ETPs’ account at the custodian could result in the
halting of the Reference ETPs’ operations and a loss of the Reference ETPs
assets or damage to the reputation of the Reference ETPs, each of which could
result in a reduction in the value of the shares.
•The
price used to calculate the value of the Reference ETPs’ Bitcoin may be
volatile, adversely affecting the value of the shares.
•Bitcoin
transactions are irrevocable and stolen or incorrectly transferred Bitcoins may
be irretrievable. As a result, any incorrectly executed Bitcoin transactions
could adversely affect the value of the shares.
•If
the Reference ETPs’ the custodian agreement is terminated or its custodian fails
to provide services as required, the Reference ETPs may need to find and appoint
a replacement custodian, which could pose a challenge to the safekeeping of the
Reference ETPs’ Bitcoins, and the Reference ETPs’ 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
Reference ETPs’ prime execution agent could adversely impact the Reference ETPs’
ability to create or redeem baskets, or could cause losses to the Reference
ETPs.
Risk
Factors Related to the Regulation of the Reference ETPs and Their
Shares
•There
are risks regarding new or changing laws and regulations that may affect the use
of blockchain technology and/or investments in crypto assets. Digital asset
platforms in the U.S. exist in a state of regulatory uncertainty, and adverse
legislative or regulatory developments could significantly harm the value of
Bitcoin or the Shares, such as by banning, restricting or imposing onerous
conditions or prohibitions on the use of Bitcoins, mining activity, digital
wallets, the provision of services related to trading and custodying Bitcoin,
the operation of the Bitcoin network, or the digital asset platforms generally.
Accordingly, future regulatory changes may have a material adverse impact on the
Fund’s investments and its ability to implement its investment
strategy.
•If
regulators subject the Reference ETPs to regulation as a money services business
(“MSB”) or money transmitter, this could result in extraordinary expenses to the
Reference ETPs and also result in decreased liquidity for the
Shares.
•Regulatory
changes or interpretations could obligate an Authorized Participant or the
Reference ETPs to register and comply with new regulations, resulting in
potentially extraordinary, nonrecurring expenses to the Trust.
•The
treatment of digital assets for U.S. federal, state and local income tax
purposes is
uncertain.
Crypto
Asset Risk.
The
Fund has exposure to the crypto asset platforms as a result of the Reference
Assets attempting to reflect generally the performance of the price of Bitcoin
before payment of its expenses and liabilities. A crypto asset operates without
central authority or banks and is not backed by any government. Crypto assets
are often referred to as a “virtual asset” or “digital asset,” and operate as a
decentralized, peer-to-peer financial trading platform and value storage that is
used like money. A crypto asset is also not a legal tender. Federal, state or
foreign governments may restrict the use and exchange of a crypto asset, and
regulation in the U.S. is still developing. Further, the spot markets for crypto
assets are fragmented and lack regulatory compliance and/or oversight. Crypto
asset platforms may stop operating or permanently shut down due to fraud,
technical glitches, hackers or malware. The Fund’s indirect exposure to crypto
assets such as Bitcoin may be affected by the high volatility associated with
such crypto asset exposure. Future regulatory actions or policies may limit the
ability to sell, exchange or use crypto assets, thereby impairing their prices.
Crypto asset trading platforms on which Bitcoin trades, and which may serve as a
pricing source for valuation of spot Bitcoin held by the Reference ETPs may be
subject to enforcement actions by regulatory
authorities.
Index
Performance Risk. An
index used as a Reference Asset by the Fund may underperform other asset classes
and may underperform other similar indexes. An index used by the Fund will be
maintained by a third party provider unaffiliated with a Fund or the Adviser.
There can be no guarantee that the methodology underlying a particular index or
the daily calculation of the index will be free from error. Changes to the index
methodology or changes to the digital asset trading platforms included in the
index may impact the value of the Index may cause the Fund to experience
increased volatility and adversely impact the Fund’s ability to meet its
investment objective.
Industry
Concentration Risk. The Fund will be concentrated in the industry to which the
Reference Assets are assigned (i.e., hold more than 25% of its total assets in
investments that provide exposure to Bitcoin). A portfolio concentrated in a
particular industry may present more risks than a portfolio broadly diversified
over several industries.
Subsidiary
Investment Risk. Changes
in the laws of the United States and/or the Cayman Islands, under which the Fund
and the T-Rex
2X Long Bitcoin Subsidiary
are organized, respectively, could result in the inability of the Fund to
operate as intended and could negatively affect the Fund and its shareholders.
The T-Rex
2X Long Bitcoin Subsidiary
is not registered under the 1940 Act and is not subject to all the investor
protections of the 1940 Act. Thus, the Fund, as an investor in the T-Rex
2X Long Bitcoin Subsidiary,
will not have all the protections offered to investors in registered investment
companies.
Fixed
Income Securities Risk.
When the Fund invests in fixed income securities, the value of your investment
in the Fund will fluctuate with changes in interest rates. Typically, a rise in
interest rates causes a decline in the value of fixed income securities owned by
the Fund. In general, the market price of fixed income securities with longer
maturities will increase or decrease more in response to changes in interest
rates than shorter-term securities. Other risk factors include credit risk (the
debtor may default), extension risk (an issuer may exercise its right to repay
principal on a fixed rate obligation held by the Fund later than expected), and
prepayment risk (the debtor may pay its obligation early, reducing the
amount
of interest payments). These risks could affect the value of a particular
investment by the Fund, possibly causing the Fund’s share price and total return
to be reduced and fluctuate more than other types of
investments.
Money
Market Instrument Risk.
The
Fund may use a variety of money market instruments for cash management
purposes, including money market funds and depositary accounts. Money market
funds may be subject to credit risk with respect to the debt instruments in
which they invest. Depository accounts may be subject to credit risk with
respect to the financial institution in which the depository account is held.
Money market instruments may lose
money.
Liquidity
Risk.
Holdings
of the Fund may be difficult to buy or sell or may be illiquid,
particularly during times of market turmoil. Illiquid securities may be
difficult to value, especially in changing or volatile markets. If the Fund is
forced to buy or sell an illiquid security or derivative instrument at an
unfavorable time or price, the Fund may be adversely impacted. Certain market
conditions or restrictions may prevent the Fund from limiting losses, realizing
gains or achieving a high correlation with the Reference Assets. There is no
assurance that a security or derivative instrument that is deemed liquid when
purchased will continue to be liquid. Market illiquidity may cause losses for
the Fund. To the extent that the Reference ETPs’ value increases or decreases
significantly, the Fund may be one of many market participants that are
attempting to transact in the Reference ETPs. Under such circumstances, the
market for securities of the Reference ETPs may lack sufficient liquidity for
all market participants trades. Therefore, the Fund may have more difficulty
transacting in the Reference ETPs or financial instruments and the Fund’s
transactions could exacerbate the price changes of the Reference Assets and
may impact the ability of the Fund to achieve its investment
objective.
In
certain cases, the market for certain securities in the Reference Assets and/or
Fund may lack sufficient liquidity for all market participants’ trades.
Therefore, the Fund may have difficulty transacting in it and/or in correlated
investments, such as swap contracts. Further, the Fund’s transactions could
exacerbate illiquidity and volatility in the price of a Reference ETP and
correlated derivative instruments.
Early
Close/Trading Halt Risk. Although
a Reference ETP’s shares are listed for trading on an exchange, there can
be no assurance that an active trading market for such shares will be available
at all times. An exchange or market may close or issue trading halts on specific
securities or financial instruments, including the shares of the Fund. Under
such circumstances, the ability to buy or sell certain portfolio securities or
financial instruments may be restricted, which may result in the Fund being
unable to buy or sell investments for its portfolio, may disrupt the Fund’s
creation/redemption process and may temporarily prevent investors from buying
and selling shares of the Fund. In addition, the Fund may be unable to
accurately price its investments, may fail to achieve performance that is
correlated with the Reference Assets and may incur substantial losses. If there
is a significant intra-day market event and/or the Reference Assets experiences
a significant price increase or 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
Cboe BZX and incur significant
losses.
Equity
Securities Risk. Publicly
issued equity securities, including common stocks, are subject to market risks
that may cause their prices to fluctuate over time. Fluctuations in the value of
equity securities in which the Fund invests, and/or has exposure to, will cause
the net asset value of the Fund to
fluctuate.
Cash
Transaction Risk.
The Fund intends to effect creations and redemptions for cash rather than for
in-kind securities. As a result, the Fund may not be tax efficient and may incur
brokerage costs related to buying and selling securities to achieve its
investment objective thus incurring additional expenses than if it had effected
creations and redemptions in kind. To the extent that such costs are not offset
by transaction fees paid by an authorized participant, the Fund may bear such
costs, which will decrease the Fund’s net asset
value.
Tax
Risk. The
Fund will qualify as a regulated investment company (a “RIC”) for tax purposes
if, among other things, it satisfies a source-of-income test and an
asset-diversification test. Investing in Bitcoin (or any other digital asset) or
derivatives based upon Bitcoin (or any other digital asset) presents a risk for
the Fund because income from such investments may not qualify as good income
under the source-of-income test. The Fund will not invest directly in Bitcoin or
any other digital assets, but it will gain exposure to Bitcoin through
investments in the T-Rex
2X Long Bitcoin Subsidiary,
which is intended to provide the Fund with exposure to Bitcoin returns while
enabling the Fund to satisfy source-of-income requirements. There is some
uncertainty about how the T-Rex
2X Long Bitcoin Subsidiary
will be treated for tax purposes and thus whether the Fund can maintain exposure
to Bitcoin returns without risking its status as a RIC for tax purposes. Failing
to qualify as a RIC for tax purposes could have adverse consequences for the
Fund and
its
shareholders. These issues are described in more detail in the section entitled
“ADDITIONAL INFORMATION ABOUT RISK – Tax Risk” below, as well as in the Fund’s
SAI.
Non-Diversification
Risk. The
Fund is classified as “non-diversified” under the Investment Company Act of
1940, as amended. This means it has the ability to invest a relatively high
percentage of its assets in the securities of a small number of issuers or in
financial instruments with a single counterparty or a few counterparties. This
may increase the Fund’s volatility and increase the risk that the Fund’s
performance will decline based on the performance of a single issuer or the
credit of a single counterparty and make the Fund more susceptible to risks
associated with a single economic, political or regulatory occurrence than a
diversified fund.
ETF
Risks.
The Fund is an exchange-traded fund, and, as a result of an ETF’s structure, it
is exposed to the following risks:
•Authorized
Participants, Market Makers, and Liquidity Providers Limitation
Risk. The Fund has a limited number of financial institutions that may act
as Authorized Participants (“APs”). In addition, there may be a limited number
of market makers and/or liquidity providers in the marketplace. To the extent
either of the following events occur, Shares may trade at a material discount to
NAV and possibly face delisting: (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.
•Cash
Redemption Risk.
The Fund intends to redeem Shares for cash or to otherwise include cash as part
of its redemption proceeds. 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.
•Costs
of Buying or Selling Shares.
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. 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 and volatility
in the Fund’s portfolio holdings, 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. If an investor
purchases Shares at a time when the market price is at a premium to the NAV of
the Shares or sells at a time when the market price is at a discount to the NAV
of the Shares, then the investor may sustain losses that are in addition to any
losses caused by a decrease in NAV.
•Trading.
Although Shares are listed for trading on a national securities exchange, and
may be traded on other U.S. exchanges, 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 Fund Shares.
The
Shares will change in value, and you could lose money by investing in the Fund.
The Fund may not achieve its investment objective.
Performance History
The bar chart and table below provide some indication of the
risks of investing in the Fund. The bar chart shows the Fund’s changes in
performance from year to year, and the table shows how the Fund’s average annual
returns for the time periods indicated as compared with those of a broad measure
of market performance. Investors
should be aware that past performance (before and after taxes) is not
necessarily an indication of how the Fund will perform in the
future.
Updated
performance information for the Fund, including its current net asset value per
share, is available by calling toll-free at (833)
759-6110.
Annual Total Returns
(calendar year ended 12/31)
During
the period shown, the highest quarterly
return was 57.23% (quarter ended
June 30,
2025) and the lowest quarterly
return was -47.41% (quarter ended
December 31,
2025).
|
|
|
|
|
|
|
|
| |
|
|
One
Year |
Since
Inception(1) |
|
Return
Before Taxes |
(39.37)% |
14.90% |
|
Return
After-Taxes on Distributions |
(39.78)% |
(13.20)% |
|
Return
After-Taxes on Distributions and Sale of Fund
Shares |
(23.31)% |
(11.08)% |
|
S&P 500
Index (reflects
no deduction for fees, expenses or taxes)
|
17.88% |
16.36% |
(1)The
Fund commenced operations on July 11, 2024.
Investment
Adviser
Tuttle
Capital Management, LLC (“Tuttle” or the “Adviser”) is the investment adviser to
the Fund.
Portfolio
Manager
Matthew
Tuttle, Chief Executive Officer of the Adviser, has served as the Fund’s
portfolio manager since its inception.
Purchase
and Sale of Fund Shares
The
Fund will issue (or redeem) shares to certain institutional investors (typically
market makers or other broker-dealers) only in large blocks of at least 10,000
shares known as “Creation Units.” Creation Unit transactions are typically
effected in cash, but the Fund reserves the right to accept in-kind securities.
Individual shares may only be purchased and sold on a national securities
exchange through a broker-dealer. You can purchase and sell individual shares of
the Fund throughout the trading day like any publicly traded security. The
Fund’s shares are listed on the Exchange (i.e.,
Cboe BZX). The price of the Fund’s shares is based on market price, and because
exchange-traded fund shares trade at market prices rather than NAV, shares may
trade at a price greater than NAV (premium) or less than NAV (discount). When
buying or selling shares through a broker, most investors will incur customary
brokerage commissions and charges and you may pay some or all of the spread
between the bid and the offered prices in the secondary market for shares.
Except when aggregated in Creation Units, the Fund’s shares are not redeemable
securities. Recent information regarding the Fund, including its NAV, market
price, premiums and discounts, and bid/ask spreads, is available on the Fund’s
website at www.rexshares.com.
Tax
Information
The
Fund’s distributions will be taxed as ordinary income or capital gain, unless
you are investing through a tax-deferred arrangement, such as a 401(k) plan or
an individual retirement account, in which case withdrawals from such an
arrangement generally will be taxed.
Payments
to Broker-Dealers and Other Financial Intermediaries
If
you purchase shares of the Fund through a broker-dealer or other financial
intermediary (e.g.,
a bank), the Fund and its related companies may pay the intermediary for the
sale of Fund shares and related services. These payments may create a conflict
of interest by influencing the broker-dealer or other financial intermediary and
your salesperson to recommend the Fund over another investment. Ask your
salesperson or visit your financial intermediary’s website for more
information.
T-REX 2X INVERSE BITCOIN
DAILY TARGET ETF
IMPORTANT
INFORMATION ABOUT THE FUND
The
T-Rex 2X Inverse Bitcoin Daily Target ETF (the “Fund”) seeks daily
inverse
investment results and is very different from most other exchange-traded funds.
The pursuit of daily inverse investment goals means that the return of the Fund
for a period longer than a full trading day may have no resemblance to -200% of
the return of an exchange traded product that seeks to replicate the performance
of Bitcoin. The
Fund will not invest directly in Bitcoin or directly short Bitcoin. The
Fund intends to utilize as reference assets, the iShares Bitcoin Trust, the
Grayscale Bitcoin Trust, the Bitwise Bitcoin ETF, the Hashdex Bitcoin ETF, the
Valkyrie Bitcoin Fund, the ARK 21Shares Bitcoin ETF, the Invesco Galaxy Bitcoin
ETF, the VanEck Bitcoin Trust, the WisdomTree Bitcoin Fund, the Fidelity Wise
Origin Bitcoin ETF, the Franklin Bitcoin ETF, the CME CF Bitcoin Reference Rate
– New York Variant (the “BRRNY Index”), and other indexes that the Adviser
believes should produce daily returns consistent with those of Bitcoin (each a
“Reference Asset” and together the ““Reference Assets”). Initially, the Fund
expects to invest in swaps primarily that provide exposure to the iShares
Bitcoin Trust. The Fund intends to manage its assets so that it may invest in
swaps providing exposure to any of the other Reference Assets without limit to
the extent that the Fund believes that there is sufficient market interest and
publicly available information for any such Reference Assets. The Fund’s return
for a period longer than a trading day will be the result of each single day’s
compounded return over the period, which will very likely differ from -200% of
the return of Bitcoin for that period. Longer holding periods and higher
volatility of the Reference Assets increase the impact of compounding on an
investor’s returns. During periods of higher volatility, the volatility of the
Reference Assets may affect the Fund’s return as much as, or more than, the
return of the Reference Assets. Further, the return for investors that invest
for periods longer or shorter than a trading day should not be expected to be
-200% of the performance of Bitcoin for the period. The fees and expenses of the
Reference ETPs will cause the Fund’s performance to be lower than the actual
market performance of Bitcoin.
The
Fund is not suitable for all investors. The Fund is designed to be utilized only
by knowledgeable investors who understand the potential consequences of seeking
daily inverse (-2.0X) investment results, understand the risks associated with
the use of shorting and are willing to monitor their portfolios frequently. The
Fund is not intended to be used by, and is not appropriate for, investors who do
not intend to actively monitor and manage their portfolios. For periods longer
than a single day, the Fund will lose money if the Reference Assets’ performance
is flat, and it is possible that the Fund will lose money even if the Reference
Assets’ performance decreases over a period longer than a single day. An
investor could lose the full principal value of his/her investment within a
single day if the price of the Reference Assets goes up by more than 50% in one
trading day. The Fund only intends to use reference assets that are traded on a
U.S. regulated exchange.
Investment
Objective
The
Fund seeks daily investment results, before fees and expenses, of 200% of
the
inverse (or opposite)
of the daily performance of spot Bitcoin. The
Fund does not seek to achieve its stated investment objective over a period of
time other than a single/one trading 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. You may pay other fees, such as brokerage
commissions and other fees to financial intermediaries, which are not reflected
in the tables and examples below.
Annual
Fund Operating Expenses (expenses
that you pay each year as a percentage of the value of your
investment)
|
|
|
|
|
| |
|
Management
Fee(1) |
0.95 |
% |
|
Other
Expenses |
— |
% |
|
Total
Annual Fund Operating Expenses(2) |
0.95 |
% |
(1)
Under
the Investment Advisory Agreement, Tuttle Capital Management LLC (“Tuttle” or
the “Adviser”), at its own expense and without reimbursement from the Fund, pays
all of the expenses of the Fund, excluding the advisory fees, interest expenses,
taxes, acquired fund fees and expenses, brokerage commissions and any other
portfolio transaction-related expenses and fees arising out of transactions
effected on behalf of the Fund, credit facility fees and expenses, including
interest expenses, and litigation and indemnification expenses and other
extraordinary expenses not incurred in the ordinary course of the Fund’s
business. The Fund will invest a portion of its assets in T-Rex 2X Inverse
Bitcoin Daily Target (Cayman) Portfolio S.P., a wholly-owned subsidiary of the
Fund organized under the laws of the Cayman Islands (the “T-Rex
2X
Inverse Bitcoin
Subsidiary”).
The T-Rex
2X
Inverse Bitcoin
Subsidiary has entered into a separate investment advisory agreement with the
Adviser for the management of the T-Rex 2X
Inverse Bitcoin
Subsidiary’s assets, and for the payment and/or reimbursement of the T-Rex
2X
Inverse Bitcoin
Subsidiary’s expenses to the same extent as such expenses are paid or reimbursed
to the Fund, pursuant to which the T-Rex 2X
Inverse Bitcoin
Subsidiary pays the Adviser a management fee at the same rate that the Fund pays
the Adviser for services provided to the Fund (the “Subsidiary Management
Agreement”).
The
Adviser is contractually obligated to waive the management fee it receives from
the Fund in an amount equal to the management fee paid to the Adviser under the
Subsidiary Management Agreement.
This
waiver will remain in effect for as long as the Subsidiary Management Agreement
is in place.
(2)
The
cost of investing in swaps, including the embedded cost of the swap and the
operating expenses of the referenced assets, is an indirect expense that is not
included in the above fee table and is not reflected in the expense example. The
total indirect cost of investing in swaps, including the embedded cost of the
swap and the operating expenses of the referenced assets, is estimated to be
0.214% for the fiscal period ending December 31,
2026.
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 hold or redeem all of your shares at the end of those
periods.
The
example also assumes that your investment has a five percent (5%) return each
year and that the Fund’s operating expenses remain the
same.
Although your
actual costs may be higher or lower, based on these assumptions your costs would
be:
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| |
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Name
of Fund |
1
Year |
3
Years |
5
Years |
10
Years |
|
T-Rex
Bitcoin2X Inverse Bitcoin Daily Target ETF |
$97 |
$303 |
$525 |
$1,166 |
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 Fund shares are held in a taxable account. These costs, which are not
reflected in annual fund operating expenses or in the example, affect the Fund’s
performance. For the fiscal year ended December 31, 2025, the Fund’s portfolio
turnover rate was 0.00% of the average value of its portfolio.
Principal Investment
Strategies
The Fund, under normal circumstances, invests at least 80% of its
net assets (plus any borrowings for investment purposes) in financial
instruments that are designed to provide, in the aggregate, 200% inverse
(opposite) exposure to the price performance of the Reference Assets on a daily
basis. Swap agreements are entered into primarily with major
global financial institutions for a specified period which may range from one
day to more than one year. In a standard swap transaction, two parties agree to
exchange the return (or differentials in rates of return) earned or realized on
particular predetermined reference or underlying securities or instruments. The
gross return to be exchanged or swapped between the parties is calculated based
on a notional amount or the return on or change in value of a particular dollar
amount invested in a reference asset. Swap agreements are generally traded
over-the-counter, and therefore, may not receive regulatory protection, which
may expose investors to significant losses. Swaps in which the Fund invests are
uncleared, non-exchange traded and are cash settled.
The
Fund will enter into one or more swap agreements with major global financial
institutions whereby the Fund and the global financial institution will agree to
exchange the return earned on an investment by the Fund in the Reference Assets
that is equal, on a daily basis, to -200% of the value of the Fund’s net assets.
The Adviser attempts to consistently apply leverage to obtain short Reference
Asset exposure for the Fund equal to -200% of the value of its net assets and
expects
to rebalance the Fund’s holdings daily to maintain such exposure. As a result of
its investment strategies, the Fund will be concentrated in the industry to
which the Reference Assets are assigned (i.e.,
hold 25% or more of its total assets in investments that provide inverse
exposure in the industry to which the Reference Assets are assigned). As of the
date of this prospectus, the Reference Assets are assigned to the crypto asset
industry. Although Bitcoin and similar crypto assets have been called
“cryptocurrencies”, they are not widely accepted as a means of payment.
The
Fund will attempt to achieve its investment objective without regard to overall
market movement or the increase or decrease of the value of the Reference Assets
or Bitcoin. At the close of the markets each trading day, the Adviser rebalances
the Fund’s portfolio so that its exposure to the Reference Assets is consistent
with the Fund’s investment objective. The impact of the Reference Assets’ price
movements during the day will affect whether the Fund’s portfolio needs to be
rebalanced. For example, if the price of the Reference Assets has fallen on a
given day, net assets of the Fund should rise, meaning that the Fund’s exposure
will need to be increased. Conversely, if the price of the Reference Assets has
risen on a given day, net assets of the Fund should fall, meaning the Fund’s
exposure will need to be reduced. This daily rebalancing typically results in
high portfolio turnover. On a day-to-day basis, the Fund is expected to hold
money market funds, deposit accounts with institutions with high quality
(investment grade) credit ratings, and/or short-term debt instruments that have
terms-to-maturity of less than 365 days and exhibit high quality (investment
grade) credit profiles, including U.S. government securities.
The
Fund may invest in other exchange-traded funds for cash management purposes.
Such exchange-traded funds may include the REX Laddered T-Bill ETF, which the
Board of Trustees of the Fund has determined to be within the same group of
investment companies as the Fund.
Generally,
the Fund pursues its investment objective regardless of market conditions and
does not generally take defensive positions. If the Fund’s Reference Assets move
more than 50% on a given trading day in a direction adverse to the Fund, the
Fund’s investors may lose all of their money. Taking a temporary defensive
position may result in the Fund not achieving its investment
objective.
The
terms “daily,” “day,” and “trading day,” refer to the period from the close of
the markets on which the Funds are traded on one trading day to the close of
such markets on the next trading day. The Fund is “non-diversified,” under the
Investment Company Act of 1940, as amended. Additionally, the Fund’s investment
objective is not a fundamental policy and may be changed by the Fund’s Board of
Trustees without shareholder approval.
The
Reference ETPs have only recently commenced operations. As a result, the
Reference ETPs only have a very limited operating history. Generally, the
Reference ETPs were formed for the purpose of owning Bitcoin that they purchase
in exchange for shares that they issue. Each share in a Reference ETP represents
a fractional undivided beneficial interest in the net assets of the Reference
ETPs. The assets of the Reference ETPs are generally expected to consist
primarily of Bitcoin. The Reference Assets seek to reflect generally the
performance of the price of Bitcoin before payment of expenses and liabilities.
Each Reference ETP is not a registered investment company under the Investment
Company Act of 1940, and their sponsors may not be registered as an investment
adviser. Additionally, the Reference ETPs may not be a commodity pool for
purposes of the Commodity Exchange Act, and the Reference ETPs’ sponsors may not
be subject to regulation as a commodity pool operator or a commodity trading
advisor in connection with its activities with respect to the Reference ETPs.
While each Reference ETP is expected to continuously offer its shares, such
Reference ETP may suspend issuances of shares at any time. The sponsors of the
Reference ETPs will maintain public websites on behalf of the Reference ETPs,
containing information about the Reference ETPs and their shares. Investors in
the Fund are encouraged to review the websites of the several Reference Assets
that exist in the marketplace. Each of the Reference ETPs’ shares are intended
to constitute a simple means of making an investment similar to an investment in
Bitcoin rather than by acquiring, holding and trading Bitcoin directly on a
peer-to-peer or other basis or via a digital asset platform. The Reference ETPs’
shares have been designed to remove the obstacles represented by the
complexities and operational burdens involved in a direct investment in Bitcoin,
while at the same time having an intrinsic value that reflects, at any given
time, the investment exposure to the Bitcoin owned by the Reference ETPs at such
time, less the Reference ETPs’ expenses and liabilities. A Reference Asset that
is an index is designed to reflect the value of Bitcoin, but does not have fees
and expenses as do the Reference ETPs. Although the Reference ETPs’ shares are
not the exact equivalent of a direct investment in Bitcoin, they provide
investors with an alternative method of achieving investment exposure to Bitcoin
through the securities market, which may be more familiar to them.
The
BRRNY Index is designed to measure the performance of a single Bitcoin traded in
USD and seeks to provide a proxy for the Bitcoin market. The BRRNY Index price
is a composite of U.S. dollar Bitcoin trading activities reported by certain
digital asset trading platforms that are evaluated based on a variety of
different criteria, including volume representation, AML / KYC standards and
market integrity measures. The digital asset trading platforms included in the
BRRNY Index are reevaluated on an ongoing basis. All eligible exchange data is
aggregated and categorized via timestamps into 12 five-minute partitions of
equal length beginning at 3:00pm to 4:00pm New York time, and a volume weighted
median is calculated for each partition. The BRRNY Index is the average of these
12 volume weighted medians. The BRRNY Index is constructed and maintained by CF
Benchmarks Ltd. The Fund may enter into swap agreements in which the Reference
Asset is a different Bitcoin index. The Fund expects that any such indexes will
have been designed for a similar purpose, and will have similar methodologies,
as the BRRNY Index.
Description
of Bitcoin, the Bitcoin Blockchain, relationship of Bitcoin to the Bitcoin
Blockchain.
Digital
asset networks, including the Bitcoin peer-to-peer network and associated
blockchain ledger (the “Bitcoin blockchain” and together the “Bitcoin network”)
were introduced within the past 15 years. Bitcoin is a digital asset that is
created and transmitted through the operations of the peer-to-peer Bitcoin
network, a decentralized network of computers that operates on cryptographic
protocols. Bitcoin and the Bitcoin blockchain are designed to serve as an
alternative payment system. No single entity owns or operates the Bitcoin
network, the infrastructure of which is collectively maintained by its user
base. The Bitcoin network allows people to exchange tokens of value, called
Bitcoin, which are recorded on a public transaction ledger known as the Bitcoin
blockchain. Bitcoin can be used to pay for goods and services, or it can be
converted to fiat currencies, such as the U.S. dollar, at rates determined on
Bitcoin platforms that enable trading in Bitcoin or in individual
end-user-to-end-user transactions under a barter system. Although Bitcoin and
similar crypto assets have been called “cryptocurrencies”, they are not widely
accepted as a means of payment.
The
Bitcoin network is commonly understood to be decentralized and does not require
governmental authorities or financial institution intermediaries to create,
transmit or determine the value of Bitcoin. Rather, Bitcoin is created and
allocated by the Bitcoin network protocol through a “mining” process. The value
of Bitcoin is determined by the supply of and demand for Bitcoin on Bitcoin
platforms or in private end-user-to-end-user transactions.
New
Bitcoin are created and rewarded to the miners of a block in the Bitcoin
blockchain for verifying transactions. The Bitcoin blockchain is a shared
database that includes all blocks that have been solved by miners and it is
updated to include new blocks as they are solved. Each Bitcoin transaction is
broadcast to the Bitcoin network and, when included in a block, recorded in the
Bitcoin blockchain.
History
of Bitcoin
The
Bitcoin network was initially contemplated in a white paper that also described
Bitcoin and the operating software to govern the Bitcoin network. The white
paper was purportedly authored by Satoshi Nakamoto. However, no individual with
that name has been reliably identified as Bitcoin’s creator, and the general
consensus is that the name is a pseudonym for the actual inventor or inventors.
The first Bitcoins were created in 2009 after Nakamoto released the Bitcoin
network source code (the software and protocol that created and launched the
Bitcoin network). The Bitcoin network has been under active development since
that time by a loose group of software developers who have come to be known as
core developers.
Overview
of Bitcoin Network Operations
In
order to own, transfer or use Bitcoin directly on the Bitcoin network (as
opposed to through an intermediary, such as a platform), a person generally must
have internet access to connect to the Bitcoin network.
Bitcoin transactions may be made directly between end-users without the need for
a third-party intermediary.
Overview
of Bitcoin Transfers
Prior
to engaging in Bitcoin transactions directly on the Bitcoin network, a user
generally must first install on its computer or mobile device a Bitcoin network
software program that will allow the user to generate a private and public key
pair associated with a Bitcoin address commonly referred to as a “wallet.” The
Bitcoin network software program and the Bitcoin address also enable the user to
connect to the Bitcoin network and transfer Bitcoin to, and receive Bitcoin
from, other users.
Each
Bitcoin network address, or wallet, is associated with a unique “public key” and
“private key” pair. To receive Bitcoin, the Bitcoin recipient must provide its
public key to the party initiating the transfer. This activity is analogous to a
recipient for a transaction in U.S. dollars providing a routing address in wire
instructions to the payor so that cash may be wired to the recipient’s account.
The payor approves the transfer to the address provided by the recipient by
“signing” a transaction that consists of the recipient’s public key with the
private key of the address from where the payor is transferring the Bitcoin. The
recipient, however, does not make public or provide to the sender its related
private key.
Some
Bitcoin transactions are conducted “off-blockchain” and are therefore not
recorded in the Bitcoin blockchain. Some “off-blockchain transactions” involve
the transfer of control over, or ownership of, a specific digital wallet holding
Bitcoin or the reallocation of ownership of certain Bitcoin in a digital wallet
containing assets owned by multiple persons, such as a digital wallet maintained
by a digital assets platform. In contrast to on-blockchain transactions, which
are publicly recorded on the Bitcoin blockchain, information and data regarding
off-blockchain transactions are generally not publicly available. Therefore,
off-blockchain transactions are not truly Bitcoin transactions in that they do
not involve the transfer of transaction data on the Bitcoin network and do not
reflect a movement of Bitcoin between addresses recorded in the Bitcoin
blockchain. For these reasons, off-blockchain transactions are subject to risks
as any such transfer of Bitcoin ownership is not protected by the protocol
behind the Bitcoin network or recorded in, and validated through, the blockchain
mechanism.
Summary
of a Bitcoin Transaction
In
a Bitcoin transaction directly on the Bitcoin network between two parties (as
opposed to through an intermediary, such as a platform or a custodian), the
following circumstances must initially be in place: (i) the party seeking to
send Bitcoin must have a Bitcoin network public key, and the Bitcoin network
must recognize that public key as having sufficient Bitcoin for the transaction;
(ii) the receiving party must have a Bitcoin network public key; and (iii) the
spending party must have internet access with which to send its spending
transaction.
The
receiving party must provide the spending party with its public key and allow
the Bitcoin blockchain to record the sending of Bitcoin to that public key.
After the provision of a recipient’s Bitcoin network public key, the spending
party must enter the address into its Bitcoin network software program along
with the number of Bitcoin to be sent. The number of Bitcoin to be sent will
typically be agreed upon between the two parties based on a set number of
Bitcoin or an agreed upon conversion of the value of fiat currency to Bitcoin.
Since every computation on the Bitcoin network requires the payment of Bitcoin,
including verification and memorialization of Bitcoin transfers, there is a
transaction fee involved with the transfer, which is based on computation
complexity and not on the value of the transfer and is paid by the payor with a
fractional number of Bitcoin.
After
the entry of the Bitcoin network address, the number of Bitcoin to be sent and
the transaction fees, if any, to be paid, will be transmitted by the spending
party. The transmission of the spending transaction results in the creation of a
data packet by the spending party’s Bitcoin network software program, which is
transmitted onto the decentralized Bitcoin network, resulting in the
distribution of the information among the software programs of users across the
Bitcoin network for eventual inclusion in the Bitcoin blockchain.
Bitcoin
network miners record transactions when they solve for and add blocks of
information to the Bitcoin blockchain. When a miner solves for a block, it
creates that block, which includes data relating to (i) the solution to the
block, (ii) a reference to the prior block in the Bitcoin blockchain to which
the new block is being added and (iii) transactions that have occurred but have
not yet been added to the Bitcoin blockchain. The miner becomes aware of
outstanding, unrecorded transactions through the data packet transmission and
distribution discussed above.
Upon
the addition of a block included in the Bitcoin blockchain, the Bitcoin network
software program of both the spending party and the receiving party will show
confirmation of the transaction on the Bitcoin blockchain and reflect an
adjustment to the Bitcoin balance in each party’s Bitcoin network public key,
completing the Bitcoin transaction. Once a transaction is confirmed on the
Bitcoin blockchain, it is irreversible.
Creation
of a New Bitcoin
New
Bitcoins are created through the mining process as discussed below.
The
Bitcoin network is kept running by computers all over the world. In order to
incentivize those who incur the computational costs of securing the network by
validating transactions, there is a reward that is given to the computer that
was able to create the latest block on the chain. Every 10 minutes, on average,
a new block is added to the Bitcoin blockchain with the latest transactions
processed by the network, and the computer that generated this block is
currently awarded 6.25 Bitcoin. Due to the nature of the algorithm for block
generation, this process (generating a “proof-of-work”) is random. Over time,
rewards are expected to be proportionate to the computational power of each
machine.
The
process by which Bitcoin is “mined” results in new blocks being added to the
Bitcoin blockchain and new Bitcoin tokens being issued to the miners. Computers
on the Bitcoin network engage in a set of prescribed complex mathematical
calculations in order to add a block to the Bitcoin blockchain and thereby
confirm Bitcoin transactions included in that block’s data.
To
begin mining, a user can download and run Bitcoin network mining software, which
turns the user’s computer into a “node” on the Bitcoin network that validates
blocks. Each block contains the details of some or all of the most recent
transactions that are not memorialized in prior blocks, as well as a record of
the award of Bitcoin to the miner who added the new block. Each unique block can
be solved and added to the Bitcoin blockchain by only one miner. Therefore, all
individual miners and mining pools on the Bitcoin network are engaged in a
competitive process of constantly increasing their computing power to improve
their likelihood of solving for new blocks. As more miners join the Bitcoin
network and its processing power increases, the Bitcoin network adjusts the
complexity of the block-solving equation to maintain a predetermined pace of
adding a new block to the Bitcoin blockchain approximately every ten minutes. A
miner’s proposed block is added to the Bitcoin blockchain once a majority of the
nodes on the Bitcoin network confirms the miner’s work. Miners that are
successful in adding a block to the Bitcoin blockchain are automatically awarded
Bitcoin for their effort and may also receive transaction fees paid by
transferors whose transactions are recorded in the block. This reward system is
the method by which new Bitcoin enter into circulation to the
public.
The
Bitcoin network is designed in such a way that the reward for adding new blocks
to the Bitcoin blockchain decreases over time. Once new Bitcoin tokens are no
longer awarded for adding a new block, miners will only have transaction fees to
incentivize them, and as a result, it is expected that miners will need to be
better compensated with higher transaction fees to ensure that there is adequate
incentive for them to continue mining.
Limits
on Bitcoin Supply
Under
the source code that governs the Bitcoin network, the supply of new Bitcoin is
mathematically controlled so that the number of Bitcoin grows at a limited rate
pursuant to a pre-set schedule. The number of Bitcoin awarded for solving a new
block is automatically halved after every 210,000 blocks are added to the
Bitcoin blockchain, approximately every 4 years.Currently, the fixed reward for
solving a new block is 3.125 Bitcoin per block. The fourth halving occurred on
April 19, 2024, at block height 840,000, reducing the reward from 6.25 BTC to
3.125 BTC. The next halving is expected to occur in approximately April 2028, at
which point the reward will decrease to approximately 1.5625 BTC per block. This
deliberately controlled rate of Bitcoin creation means that the number of
Bitcoin in existence will increase at
a controlled rate until the number of Bitcoin in existence reaches
the pre-determined 21 million Bitcoin. However, the 21 million supply cap could
be changed in a hard fork.
A
hard fork could change the source code to the Bitcoin network, including the 21
million Bitcoin supply cap.” As of December 31, 2025, approximately 19.8 million
Bitcoins were outstanding and the date when the 21 million Bitcoin limitation
will be reached is estimated to be the year 2140.
Modifications
to the Bitcoin Protocol
Bitcoin
is an open-source project with no official developer or group of developers that
controls the Bitcoin network. However, the Bitcoin network’s development is
overseen by a core group of developers. The core developers are able to access,
and can alter, the Bitcoin network source code and, as a result, they are
responsible for quasi-official releases of updates and other changes to the
Bitcoin network’s source code. The release of updates to the Bitcoin network’s
source code does not guarantee that the updates will be automatically adopted.
Users and miners must accept any changes made to the Bitcoin source code by
downloading the proposed modification of the Bitcoin network’s source code. A
modification of the Bitcoin network’s source code is effective only with respect
to the Bitcoin users and miners that download it. If a modification is accepted
by only a percentage of users and miners, a division in the Bitcoin network will
occur such that one network will run the pre-modification source code and the
other network will run the modified source code. Such a division is known as a
“fork.” A temporary or permanent “fork” could adversely affect the value of the
Shares. In addition, Shareholders will not receive the benefits of any
Incidental Rights and any IR Virtual Asset, including any forked or airdropped
assets.” Consequently, as a practical matter, a modification to the source code
becomes part of the Bitcoin network only if accepted by participants
collectively having most of the processing power on the Bitcoin network. There
have been several forks in the Bitcoin network, including but not limited to,
forks resulting in the creation of Bitcoin Cash (August 1, 2017), Bitcoin Gold
(October 24, 2017) and Bitcoin SegWit2X (December 28, 2017), among
others.
Core
development of the Bitcoin network source code has increasingly focused on
modifications of the Bitcoin network protocol to increase speed and scalability
and also allow for non-financial, next generation uses. For example, following
the activation of Segregated Witness on the Bitcoin network, an alpha version of
the Lightning Network was released. The Lightning Network is an open-source
decentralized network that enables instant off-Bitcoin blockchain transfers of
the ownership of Bitcoin without the need of a trusted third-party. The system
utilizes bidirectional payment channels that consist of multi-signature
addresses. One on-blockchain transaction is needed to open a channel and another
on-blockchain transaction can close the channel. Once a channel is open, value
can be transferred instantly between counterparties, who are engaging in real
Bitcoin transactions without broadcasting them to the Bitcoin network. New
transactions will replace previous transactions and the counterparties will
store everything locally as long as the channel stays open to increase
transaction throughput and reduce computational burden on the Bitcoin network.
Other efforts include increased use of smart contracts and distributed registers
built into, built atop or pegged alongside the Bitcoin blockchain. The Trust’s
activities will not directly relate to such projects, though such projects may
utilize Bitcoin as tokens for the facilitation of their non-financial uses,
thereby potentially increasing demand for Bitcoin and the utility of the Bitcoin
network as a whole. Conversely, projects that operate and are built within the
Bitcoin blockchain may increase the data flow on the Bitcoin network and could
either “bloat” the size of the Bitcoin blockchain or slow confirmation times. At
this time, such projects remain in early stages and have not been materially
integrated into the Bitcoin blockchain or the Bitcoin network.
Forms
of Attack Against the Bitcoin Network
All
networked systems are vulnerable to various kinds of attacks. As with any
computer network, the Bitcoin network contains certain flaws. For example, the
Bitcoin network is currently vulnerable to a “51% attack” where, if a mining
pool were to gain control of more than 50% of the hash rate for a digital asset,
a malicious actor would be able to prevent new transactions from confirmation,
and reverse new transactions that are completed while they are in control of the
network, effectively enabling them to double-spend their Bitcoins.
In
addition, many digital asset networks have been subjected to a number of denial
of service attacks, which has led to temporary delays in block creation and in
the transfer of Bitcoin. Any similar attacks on the Bitcoin network that impact
the ability to transfer Bitcoin could have a material adverse effect on the
price of Bitcoin and the value of the shares.
The
Fund’s Portfolio Composition
The
Fund will not invest directly in Bitcoin or any other digital
assets.
Rather,
the Fund seeks to gain exposure to the Reference Assets, in whole or in part,
through investments in a subsidiary organized in the Cayman Islands, the
T-Rex
2X
Inverse Bitcoin Daily Target (Cayman) Portfolio S.P. (the “T-Rex
2X
Inverse Bitcoin
Subsidiary”).
The T-Rex
2X Inverse Bitcoin Subsidiary
is wholly-owned and controlled by the Fund. The Fund will also likely have
significant cash investments. Again,
however, the Fund will not invest directly in Bitcoin or any other digital
assets.
The
T-Rex
2X Inverse Bitcoin Subsidiary
is wholly-owned and controlled by the Fund. The Fund’s investment in the
T-Rex
2X Inverse Bitcoin Subsidiary
may not exceed 25% of the Fund’s total assets (the “Subsidiary Limit”). The
Fund’s investment in the T-Rex
2X Inverse Bitcoin Subsidiary
is intended to provide the Fund with exposure to Bitcoin returns while enabling
the Fund to satisfy source-of-income requirements that apply to regulated
investment companies under the Internal Revenue Code of 1986, as amended (the
“Code”). Except as noted, references to the investment strategies and risks of
the Fund include the investment strategies and risks of the T-Rex
2X Inverse Bitcoin Subsidiary.
The T-Rex
2X Inverse Bitcoin Subsidiary
has the same investment objective as the Fund and will follow the same general
investment policies and restrictions, except that unlike the Fund, it may invest
without limit in the Reference Assets. The Fund will aggregate its investments
with the T-Rex
2X Inverse Bitcoin Subsidiary
for purposes of determining compliance with (i) Section 8 of the Investment
Company Act of 1940 (the “1940 Act”), which governs fundamental investment
limitations (which are described more specifically in the Fund’s statement of
additional information); and (ii) Section 18 of the 1940 Act, which governs
capital structure and includes limitations associated with the Fund’s ability to
leverage its investments. Additionally, the T-Rex
2X Inverse Bitcoin Subsidiary’s
investment advisory contracts will be governed in accordance with Section 15 of
the 1940 Act, and the T-Rex
2X Inverse Bitcoin Subsidiary
will adhere to applicable provisions of Section 17 of the 1940 Act governing
affiliate transactions. The principal investment strategies and principal risks
of the T-Rex
2X Inverse Bitcoin Subsidiary
constitute principal investment strategies and principal risks of the Fund, and
the disclosures of those strategies and risks in this prospectus are designed to
reflect the aggregate operations of the Fund and the T-Rex
2X Inverse Bitcoin Subsidiary.
The
Fund (and the T-Rex
2X Inverse Bitcoin Subsidiary,
as applicable) expects to invest its remaining assets in any one or more of the
following cash investments: U.S. Treasuries, other U.S. government obligations,
money market funds, cash and cash-like equivalents (e.g.,
high quality commercial paper and similar instruments that are rated investment
grade or, if unrated, of comparable quality, as the Adviser determines), and
treasury inflation-protected securities that provide liquidity, serve as margin
or collateralize the Fund’s and/or the T-Rex
2X Inverse Bitcoin Subsidiary’s
investments in the Reference Assets.
The
Fund is classified as a non-diversified fund under the 1940 Act and, therefore,
may invest a greater percentage of its assets in a particular
issuer.
The
SEC maintains an Internet website on its EDGAR Database that includes the
registration statement, shareholder reports, other regulatory filings and other
information regarding each Reference ETP. Information provided to or filed with
the Securities and Exchange Commission by any Reference ETP pursuant to the
Exchange Act can be located by reference to the Securities and Exchange
Commission through the Securities and Exchange Commission’s website at
www.sec.gov. Information regarding a Reference Asset that is an index may be
obtained at the website maintained by the index provider.
In
addition, information regarding the Reference Assets may be obtained from other
sources including, but not limited to, press releases, newspaper articles and
other publicly disseminated documents.
Information
about the Reference ETPs
The
purpose of each of the Reference ETPs is to own Bitcoin purchased by the
particular Reference ETP in exchange for shares issued by the Reference ETP. The
assets of each Reference ETP consist primarily of Bitcoin held by the Reference
ETPs custodian on behalf of the Reference ETP. Each Reference ETP issues and
redeems its shares only in blocks of shares (or “Baskets”) to registered
broker-dealers that enter into a contract with the sponsor and the trustee of
the particular Reference ETP (“Authorized Participants”). Authorized
Participants will purchase shares by depositing cash in the Reference ETP’s
account with its custodian. This will cause the Reference ETP’s sponsor to
automatically instruct a
counterparty
to (i) purchase the amount of Bitcoin equivalent in value to the cash deposit
amount associated with the order and (ii) deposit the resulting Bitcoin deposit
amount in the Reference ETPs account with the custodian, resulting in the
transfer agent crediting the applicable amount of shares to the Authorized
Participant.
When
such an Authorized Participant redeems its shares in the Reference ETP, the
sponsor will direct the custodian to transfer Bitcoin to the counterparty, who
will sell the Bitcoin to be executed at the Index price used by the Reference
ETP to calculate its net asset value.
Redemptions
of Baskets may be suspended (i) during any period in which regular trading on
the exchange on which shares of the particular Reference ETP are traded is
suspended or restricted, or the exchange is closed (other than scheduled holiday
or weekend closings), or (ii) during a period when the sponsor determines that
delivery, disposal or evaluation of Bitcoin is not reasonably practicable . If
any of these events occurs at a time when an Authorized Participant intends to
redeem shares, and the price of Bitcoin decreases before such Authorized
Participant is able again to surrender for redemption Baskets, such Authorized
Participant will sustain a loss with respect to the amount that it would have
been able to obtain upon the redemption of its shares, had the redemption taken
place when such Authorized Participant originally intended it to occur.
Individual shares will not be redeemed by the particular Reference ETP, however,
each Reference ETP will be listed and traded on an exchange, as follows:
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Reference
ETP |
Exchange |
Ticker
Symbol |
|
Grayscale
Bitcoin Trust |
NYSE
Arca, Inc. |
GBTC |
|
Bitwise
Bitcoin ETF |
NYSE
Arca, Inc. |
BITB |
|
Hashdex
Bitcoin ETF |
NYSE
Arca, Inc. |
DEFI |
|
iShares
Bitcoin Trust |
The
Nasdaq Stock Market, LLC |
IBIT |
|
Valkyrie
Bitcoin Fund |
The
Nasdaq Stock Market, LLC |
BRRR |
|
ARK
21Shares Bitcoin ETF |
Cboe
BZX Exchange, Inc. |
ARKB |
|
Invesco
Galaxy Bitcoin ETF |
Cboe
BZX Exchange, Inc. |
BTCO |
|
VanEck
Bitcoin Trust |
Cboe
BZX Exchange, Inc. |
HODL |
|
WisdomTree
Bitcoin Fund |
Cboe
BZX Exchange, Inc. |
BTCW |
|
Fidelity
Wise Origin Bitcoin Fund |
Cboe
BZX Exchange, Inc. |
FBTC |
|
Franklin
Bitcoin ETF |
Cboe
BZX Exchange, Inc. |
EZBC |
Authorized
Participants may offer shares of the Reference ETP to the public at prices that
depend on various factors, including the supply and demand for shares, the value
of the Reference ETP’s assets, and market conditions at the time of a
transaction. Shareholders who buy or sell shares of a Reference ETP during the
day from their broker-dealer on the secondary market may do so at a premium or
discount relative to the net asset value of the Reference ETPs shares. The value
of shares of a Reference ETP may not directly correspond to the price of
Bitcoin, and is highly volatile. The price of a Reference ETP may go down even
if the price of the underlying asset, Bitcoin, 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
Reference ETP is a passive investment vehicle that does not seek to generate
returns beyond tracking the price of Bitcoin. This means the sponsor does not
speculatively sell Bitcoin at times when its price is high or speculatively
acquire Bitcoin at low prices in the expectation of future price increases. The
Reference ETPs will not utilize hedging, leverage, derivatives or any similar
arrangements in seeking to meet its investment objective. The Reference ETPs are
not registered investment companies under the Investment Company Act of 1940 and
are not required to register under the Investment Company Act of 1940. Each
Reference ETP’s custodian will keep custody of all of the Reference ETP’s
Bitcoin, other than that which is maintained in a trading account, in accounts
that are required to be segregated from the assets held by the Custodian as
principal and the assets of its other customers (the “Vault Balance”). The
Reference ETP’s custodian will keep all of the private keys associated with such
Reference ETP’s Bitcoin held by the custodian in the Vault Balance in “cold
storage”, which refers to a safeguarding method by which the private keys
corresponding to the particular Reference ETP’s Bitcoins 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.
The
Reference ETP’s net asset value means the total assets of the Reference ETP
including, but not limited to, all bitcoin and cash, less total liabilities of
the Reference ETP. The sponsor of each Reference ETP has the exclusive authority
to determine that Reference ETP’s net asset value. The Reference ETP determines
its net asset value on each day that the exchange on which it trades is open for
regular trading, as promptly as practical after 4:00 p.m. EST. In determining
its net asset value, the Reference ETP values the Bitcoin it holds based on the
price set by an index as of 4:00 p.m. Eastern time. The Reference ETP also
determines the net asset value per share . In determining a Reference ETP’s net
asset value, the trustee or an administrator values the Bitcoin held by the
Reference ETP based on an Index price. The
U.S. dollar value of a Basket of shares at 4:00 p.m., Eastern time, on the trade
date of a creation or redemption order is equal to the basket amount, which is
the number of Bitcoins required to create or redeem a Basket of shares,
multiplied by the Index Price, which is the U.S. dollar value of a Bitcoin
derived from the Reference ETPs digital asset trading platforms that are
reflected in the particular Reference ETP’s Index at 4:00 p.m., Eastern time, on
each business day.
The
methodology used to calculate an Index price to value Bitcoin in determining the
net asset value of a Reference ETP
may
not be deemed consistent with U.S. generally accepted accounting principles
(“GAAP”). Therefore, the Index is not used in the Reference ETP’s financial
statements. The Reference ETP’s Bitcoin are carried, for financial statement
purposes, at fair value, as required by GAAP. (“GAAP”). Therefore, the Index is
not used in the Reference ETP’s financial statements. The Reference ETP’s
Bitcoin are carried, for financial statement purposes, at fair value, as
required by GAAP.
Many of the Reference ETPs have a limited operating history. Each
Reference ETP is subject to the information requirements of the Securities
Exchange Act of 1934 and it files periodic reports with the U.S. Securities and
Exchange Commission (the “SEC”). Certain of the Reference ETPs are subject to
reduced public company reporting requirements under the Jumpstart Our Business
Startups Act (the “JOBS Act”). These Reference ETPs are an “emerging growth
company,” as defined in the JOBS Act. For as long as the particular Reference
ETP is an emerging growth company, such Reference ETP may take advantage of
certain exemptions from various reporting requirements that are applicable to
other public companies that are not “emerging growth companies,” including, but
not limited to, not being required to comply with the auditor attestation
requirements of Section 404(b) of the Sarbanes–Oxley Act of 2002, reduced
disclosure obligations regarding executive compensation in the Bitcoin Trust’s
periodic reports and audited financial statements in this prospectus, exemptions
from the requirements of holding advisory “say-on-pay” votes on executive
compensation and shareholder advisory votes on “golden parachute” compensation
and exemption from any rules requiring mandatory audit firm rotation and auditor
discussion and analysis and, unless otherwise determined by the SEC, any new
audit rules adopted by the Public Company Accounting Oversight
Board.
Principal
Risks
An
investment in the Fund entails risk. The Fund may not
achieve its inverse investment objective and there is a risk that you could lose
all of your money invested in the Fund. The Fund is not a
complete investment program. In addition, the Fund presents risks not
traditionally associated with other mutual funds and ETFs. It is important that
investors closely review all of the risks listed below and understand them
before making an investment in the Fund. The
realization of certain of the risks described below that may result in adverse
market movements may actually benefit the Fund due to its inverse investment
objective.
Effects
of Compounding and Market Volatility Risk. The
Fund has a daily 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 -200% of the Reference
Assets’ performance, before fees and expenses. Compounding affects all
investments, but has a more significant impact on funds that are inverse and
that rebalance daily and becomes more pronounced as volatility and holding
periods increase. A volatility rate is a statistical measure of the magnitude of
fluctuations in the underlying security’s returns over a defined period.
Performance is the return on the underlying security for a stated period. The
more volatile, the more likely the returns may differ over time. For periods
longer than a trading day, volatility in the performance of the underlying
security or its rebalancing from day to day is the primary cause of any
disparity between the Fund’s actual returns and the returns of the underlying
security for such period. 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 Reference Assets during the shareholder’s holding
period of an investment in the Fund.
The
chart below provides examples of how volatility and its return could affect the
Fund’s performance. Fund performance for periods greater than one single day can
be estimated given any set of assumptions for the following factors: a)
volatility; b) performance; c) period of time; d) financing rates associated
with inverse exposure; e) other Fund expenses; and f) dividends or interest paid
with respect to securities of the Reference Assets. The chart below illustrates
the impact of two principal factors – volatility and performance – on Fund
performance. The chart shows estimated Fund returns for a number of combinations
of volatility and performance over a one-year period. Performance shown in the
chart assumes that: (i) no dividends were paid with respect to the securities;
(ii) there were no Fund expenses; and (iii) borrowing/lending rates (to obtain
inverse exposure) of 0%. If Fund expenses and/or actual borrowing/lending rates
were reflected, the estimated returns would be lower than those shown.
Particularly during periods of higher volatility, compounding will cause results
for periods longer than a trading day to vary from -200% of the performance of
the Reference Assets.
During
periods of higher the Reference Assets’ volatility, the volatility of the
Reference Assets may affect the Fund’s return as much as, or more than, the
return of the Reference Assets. 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 Reference Assets during a shareholder’s
holding period of an investment in the Fund.
As
shown in the chart below, the Fund would be expected to lose 17.1% if the
Reference Assets provided no return over a one year period during which the
Reference Assets 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 Reference Assets’ return is flat. For
instance, if the Reference Assets’ annualized volatility is 100%, the Fund would
be expected to lose 95% of its value, even if the cumulative return for the year
was 0%.
Areas shaded red (or dark gray) represent those scenarios where the Fund can be
expected to return less than -200% of the performance of the Reference Assets
and those shaded green (or light gray) represent those scenarios where the Fund
can be expected to return more than -200% of the performance of the Reference
Assets. The table below is not a representation of the Fund’s actual returns,
which may be significantly better or worse than the returns shown below as a
result of any of the factors discussed above or in “Daily Inverse Correlation
Risk” below.
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One
Year |
-200%
One
Year |
Volatility
Rate |
|
Return |
Return |
10% |
25% |
50% |
75% |
100% |
|
-60% |
120% |
506.5% |
418.1% |
195.2% |
15.6% |
-68.9% |
|
-50% |
100% |
288.2% |
231.6% |
88.9% |
-26.0% |
-80.1% |
|
-40% |
80% |
169.6% |
130.3% |
31.2% |
-48.6% |
-86.2% |
|
-30% |
60% |
98.1% |
69.2% |
-3.6% |
-62.2% |
-89.8% |
|
-20% |
40% |
51.6% |
29.5% |
-26.2% |
-71.1% |
-92.2% |
|
-10% |
20% |
19.8% |
2.3% |
-41.7% |
-77.2% |
-93.9% |
|
0% |
0% |
-3.0% |
-17.1% |
-52.8% |
-81.5% |
-95.0% |
|
10% |
-20% |
-19.8% |
-31.5% |
-61.0% |
-84.7% |
-95.9% |
|
20% |
-40% |
-32.6% |
-42.4% |
-67.2% |
-87.2% |
-96.5% |
|
30% |
-60% |
-42.6% |
-50.9% |
-72.0% |
-89.1% |
-97.1% |
|
40% |
-80% |
-50.5% |
-57.7% |
-75.9% |
-90.6% |
-97.5% |
|
50% |
-100% |
-56.9% |
-63.2% |
-79.0% |
-91.8% |
-97.8% |
|
60% |
-120% |
-62.1% |
-67.6% |
-81.5% |
-92.8% |
-98.1% |
The
Reference ETPs only recently commenced operations and have a very short
operating history. The annualized historical daily volatility rate for Bitcoin,
which the Reference Assets are intended to replicate, for the five-year period
ended December 31, 2025 was 58.64%. Bitcoin’s annualized daily volatility rates
were as follows:
2021
81.29%
2022
62.61%
2023
45.45%
2024
51.89%
2025
43.30 %
Volatility
for a shorter period of time may have been substantially higher.
The
annualized performance for Bitcoin, which the Reference Assets are intended to
replicate, for the five-year period ended December 31, 2025 was 24.63%.
Historical volatility and performance are not indications of what the Reference
Assets’ volatility and performance will be in the future.
For
information regarding the effects of volatility and performance on the long-term
performance of the Fund, see “Additional Information Regarding Investment
Techniques and Policies”, and “Leverage” in the Fund’s Statement of Additional
Information.
Leverage
Risk. The
Fund obtains investment exposure in excess of its net assets by utilizing
leverage and may lose more money in market conditions that are averse to its
investment objective than a fund that does not utilize leverage. An investment
in the Fund is exposed to the risk that a decline in the daily performance of
the Reference Assets will be magnified. This means that an investment in the
Fund will be reduced by an amount equal to 2% for every 1% daily rise in the
Reference Assets, not including the costs of financing leverage and other
operating expenses, which would further reduce its value. The Fund could
theoretically lose an amount greater than its net assets in the event of a
security decline of more than 50%. This would result in a total loss of a
shareholder’s investment in one day even if the Reference Assets subsequently
moves in the opposite direction and eliminates all or a portion of its earlier
daily change. A total loss may occur in a single day even if the Reference
Assets do not lose all of their value. Leverage will also have the effect of
magnifying any differences in the Fund’s correlation with the Reference Assets
and may increase the volatility of the Fund.
To the extent that the instruments utilized by the Fund are thinly
traded or have a limited market, the Fund may be unable to meet its investment
objective due to a lack of available investments or counterparties. During such
periods, the Fund’s ability to issue additional Creation Units may be adversely
affected. As a result, the Fund’s shares could trade at a premium or discount to
their net asset value and/or the bid-ask spread of the Fund’s shares could
widen. Under such circumstances, the Fund may increase its transaction fee,
change its investment objective by, for example, seeking to track an alternative
exchange traded product, reduce its leverage or close.
Derivatives
Risk.
Derivatives are financial instruments that derive value from the underlying
reference asset or assets, such as stocks, bonds, or funds (including ETFs),
interest rates or indexes. Investing in derivatives may be considered aggressive
and may expose the Fund to greater risks, and may result in larger losses or
small gains, than investing directly in the reference assets underlying those
derivatives, which may prevent the Fund from achieving its investment objective.
The
Fund will use swap agreements to achieve its investment objective. The Fund’s
investments in derivatives may pose risks in addition to, and greater than,
those associated with directly investing in securities or other investments,
including risk related to the market, leverage, imperfect correlations with
underlying investments or the Fund’s other portfolio holdings, higher price
volatility, lack of availability, counterparty, liquidity, valuation and legal
restrictions. The performance of a derivative may not track the performance of
its reference asset, including due to fees and other costs associated with it.
Because derivatives often require only a limited initial investment, the use of
derivatives may expose the Fund to losses in excess of the amount initially
invested. As a result, the value of an investment in the Fund may change quickly
and without warning. Additionally, any financing, borrowing or other costs
associated with using derivatives may also have the effect of lowering the
Fund’s return. Such costs may increase as interest rates
rise.
Swap
Agreements.
Swap agreements are entered into primarily with major global financial
institutions for a specified period which may range from one day to more than
one year. In a standard swap transaction, two parties agree to exchange the
return (or differentials in rates of return) earned or realized on particular
predetermined reference or underlying securities or instruments. The gross
return to be exchanged or swapped between the parties is calculated based on a
notional amount or the return on or change in value of a particular dollar
amount invested in a reference asset. Swap agreements are generally traded
over-the-counter, and therefore, may not receive regulatory protection,
which
may expose investors to significant losses. Swaps in which the Fund invests are
uncleared, non-exchange traded and are cash settled.
The Fund will be subject to regulatory constraints relating to the
level of value at risk that the Fund may incur through its derivatives
portfolio. To the extent the Fund exceeds these regulatory thresholds over an
extended period, the Fund may determine that it is necessary to make adjustments
to the Fund’s investment strategy and the Fund may not achieve its investment
objective.
Counterparty
Risk.
A
counterparty may be unwilling or unable to make timely payments to meet its
contractual obligations or may fail to return holdings that are subject to the
agreement with the counterparty. If the counterparty or its affiliate becomes
insolvent, bankrupt or defaults on its payment obligations to the Fund, the
value of an investment held by the Fund may decline. Additionally, if any
collateral posted by the counterparty for the benefit of the Fund is
insufficient or there are delays in the Fund’s ability to access such
collateral, the Fund may not be able to achieve its inverse investment
objective. 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. 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 inverse investment
objective or may decide to change its inverse investment
objective.
Rebalancing
Risk. If for any reason the Fund is unable to rebalance all or a part of
its portfolio, or if all or a portion of the portfolio is rebalanced
incorrectly, the Fund’s investment exposure may not be consistent with its
investment objective. In these instances, the Fund may have investment exposure
to the Reference Assets that is significantly greater or significantly less than
its stated multiple. The Fund may be more exposed to leverage risk than if it
had been properly rebalanced and may not achieve its investment objective,
leading to significantly greater losses or reduced gains.
Short
Exposure Risk. A short position is a financial transaction in which an investor
sells an asset that the investor does not own. In such a transaction, an
investor’s short position appreciates when a reference asset falls in value. By
contrast, the short position loses value when the reference asset’s value
increases. Because historically most assets have risen in value over the long
term, short positions are expected to depreciate in value. Accordingly, short
positions may be riskier and more speculative than traditional investments. In
addition, any income, dividends or payments by reference assets in which the
Fund has a short position will impose expenses on the Fund that reduce returns.
The Fund will obtain short exposure through the use of swap agreements. To the
extent that the Fund obtains short exposure from derivatives, the Fund may be
exposed to heightened volatility or limited liquidity related to the reference
asset of the underlying short position, which will adversely impact the Fund’s
ability to meet its investment objective or adversely impact its performance. If
the Fund were to experience this volatility or decreased liquidity, the Fund may
be required to obtain short exposure through alternative investment strategies
that may be less desirable or more costly to implement. If the reference asset
underlying the short position is thinly traded or has a limited market, there
may be a lack of available securities or counterparties for the Fund to enter
into a short position or obtain short exposure from a
derivative.
Cash
Transaction Risk.
Unlike most ETFs, the Fund currently intends to effect creations and redemptions
principally for cash, rather than principally for in-kind securities, because of
the nature of the financial instruments held by the Fund. As a result, the Fund
is not expected to be tax efficient and will incur brokerage costs related to
buying and selling securities to achieve its investment objective thus incurring
additional expenses than other funds that primarily effect creations and
redemptions in kind. To the extent that such costs are not offset by transaction
fees paid by an authorized participant, the Fund may bear such costs, which will
decrease the Fund’s net asset value.
Intra-Day
Investment Risk.
The Fund seeks 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 value of the Reference Assets at the
market close on the first trading day and the value of the Reference Assets at
the time of purchase. If the Reference Assets lose value, the Fund’s net assets
will rise by the same amount as the Fund’s exposure. Conversely, if the
Reference Assets rise, 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 Reference Assets. If
there is a significant intra-day market event and/or the Reference
Assets experience a significant change in value, the Fund may not meet its
investment objective, may not be able to rebalance its portfolio appropriately,
or may experience significant premiums or discounts, or widened bid-ask spreads.
Additionally, the Fund may close prior to the close of trading on the Exchange
and experience significant losses.
Daily
Inverse Correlation Risk. There is no guarantee that the Fund will achieve a high degree of
inverse correlation to the Reference Assets and therefore achieve its daily
inverse investment objective. The Fund’s exposure to the Reference Assets is
impacted by the Reference Assets’ movement. Because of this, it is unlikely that
the Fund will be perfectly exposed to the Reference Assets at the end of each
day. The possibility of the Fund being materially over- or under-exposed to the
Reference Assets increases on days when the Reference Assets are volatile near
the close of the trading day. Market disruptions, regulatory restrictions and
high volatility will also adversely affect the Fund’s ability to adjust exposure
to the required levels. The Fund may have difficulty achieving its daily inverse
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, illiquid 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, regulatory and tax considerations, which may cause the
Fund to hold (or not to hold) the Reference Assets. The 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 inverse correlation with the Reference Assets. 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 the Reference Assets.
Additionally, the Fund’s underlying investments and/or reference assets may
trade on markets that may not be open on the same day as the Fund, which may
cause a difference between the changes in the daily performance of the Fund and
changes in the performance of the Reference Assets. Any of these factors could
decrease the inverse correlation between the performance of the Fund and the
Reference Assets and may hinder the Fund’s ability to meet its daily inverse
investment objective on or around that day.
Market
Risk.
The Fund’s investments are subject to changes in general economic
conditions, general market fluctuations and the risks inherent in investment in
securities markets. Investment markets can be volatile and prices of investments
can change substantially due to various factors including, but not limited to,
economic growth or recession, changes in interest rates, changes in the actual
or perceived creditworthiness of issuers, general market liquidity, exchange
trading suspensions and closures, and public health risks. The Fund is subject
to the risk that geopolitical events will disrupt markets and adversely affect
global economies, markets, and exchanges. Local, regional or global events such
as war, acts of terrorism, natural disasters, the spread of infectious illness
or other public health issues, conflicts and social unrest or other events could
have a significant impact on the Fund, its investments, and the Fund’s ability
to achieve its investment objective.
Indirect
Investment Risk. The Reference Assets are not affiliated with the Trust, the Adviser
or any affiliates thereof and is not involved with this offering in any way, and
has no obligation to consider the Fund in taking any corporate actions that
might affect the value of the Fund. The Trust, the Fund and any affiliate are
not responsible for the performance of the Reference Assets and make no
representation as to the performance of the Reference Assets. Investing in the
Fund is not equivalent to investing in the Reference Assets. Fund shareholders
will not have voting rights or rights to receive dividends or other
distributions or any other rights with respect to the Reference
Assets.
Reference
Asset Investing Risk.
Issuer-specific
attributes may cause an investment held by the Fund to be more volatile than the
market generally. The value of an individual security or particular type of
security may be more volatile than the market as a whole and may perform
differently from the value of the market as a whole. The following is a summary
of risk factors related to the Reference Assets as identified by the Reference
ETPs in their registration statements – this is not purported to be a complete
list of risks (references to “shares” in this section are to shares of the
Reference ETPs).
Risk
Factors Related to Digital Assets
•Bitcoin
and Bitcoin-linked investments are relatively new investments, they present
unique and substantial risks, and investing in Bitcoin
has been subject to significant price volatility. The trading prices of many
digital assets, including Bitcoin, have experienced extreme volatility in recent
periods and may continue to do so.
Extreme
volatility in the future, including further declines in the trading prices of
Bitcoin, could have a material adverse effect on the value of the shares and the
shares could lose all or substantially all of their value.
•The
value of Bitcoin has been and may continue to be deeply speculative such that
trading and investing in Bitcoin intraday may not be based on fundamental
analysis. Individuals and organizations holding large amounts of Bitcoin known
as “whales” may have the ability to manipulate the price of Bitcoin. The value
of the shares is subject to a number of factors relating to the fundamental
investment characteristics of Bitcoin as a digital asset, including the fact
that digital 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 such as
the Bitcoin blockchain. For example, the Bitcoin blockchain may be subject to
attack by miners or a group of miners that possess more than 50% of the
blockchain’s hashing power. The value of the Fund’s investments in Bitcoin may
be adversely affected by such an attack.
•
Digital assets represent a new and rapidly evolving industry, and the value of
the shares depends on the acceptance of Bitcoin.
•Changes in the governance of a digital asset network may not receive
sufficient support from users and miners, which may negatively affect that
digital asset network’s ability to grow and respond to
challenges.
Risk
Factors Related to the Digital Asset Platforms
•The
value of the Shares relates directly to the value of Bitcoins, the value of
which may be highly volatile and subject to fluctuations due to a number of
factors.
•The
Reference ETPs (defined to be the exchange traded product that tracks the price
of Bitcoin) have a limited history, a Reference ETP price could fail to track
the global Bitcoin price, and a failure of the Reference ETP price could
adversely affect the value of the shares.
•Proposed
changes to the Bitcoin blockchain protocol may not be adopted by a sufficient
number of users and miners, which may result in competing blockchains with
different native crypto assets and sets of participants (known as a “fork”). The
value of an investment in the Fund may be negatively impacted by a temporary or
permanent “fork”.
•
Bitcoin blockchain protocol may contain flaws that can be exploited by attackers
and which may adversely affect the value of Bitcoin and the Fund’s investments.
Flaws in the source code for digital assets have been exploited including flaws
that disabled some functionality for users, exposed users’ personal information
and/or resulted in the theft of users’ digital assets. The cryptography
underlying Bitcoin could prove to be flawed or ineffective, or developments in
mathematics and/or technology, including advances in digital computing,
algebraic geometry and quantum computing, could result in such cryptography
becoming ineffective. In any of these circumstances, a malicious actor may be
able to compromise the security of the Bitcoin network or take the Trust’s
Bitcoin, which would adversely affect the value of the Fund. Exposure of Bitcoin
to instability in other speculative parts of the blockchain and crypto industry,
such as through an event that is not necessarily related to the security or
utility of Bitcoin blockchain can nonetheless precipitate a significant decline
in the price of Bitcoin and an investment in the Fund.
•While
Bitcoin was the first digital asset to gain global adoption, and as of December
31, 2025, Bitcoin was the largest digital asset by market capitalization tracked
by CoinMarketCap.com, there are over 10,000 alternative digital assets with a
total market capitalization of approximately $1.33 trillion. Many consortiums
and financial institutions are also researching and investing resources into
private or permissioned smart contract platforms rather than open platforms like
the Bitcoin network. Competition from the emergence or growth of alternative
digital assets and smart contracts platforms, such as those focused on
zero-knowledge cryptography, Solana, Avalanche, Polkadot, or Cardano, could have
a negative impact on the demand for, and price of, Bitcoin and thereby adversely
affect the value of the Fund.
•Bitcoin
has only recently become selectively accepted as a means of payment by retail
and commercial outlets, and use of Bitcoins by consumers to pay such retail and
commercial outlets remains limited. Banks and other established financial
institutions may refuse to process funds for Bitcoin transactions; process wire
transfers to or from digital asset platforms, Bitcoin-related companies or
service providers; or maintain accounts for persons or entities transacting in
Bitcoin. Processing of Bitcoin transactions may be slow, transaction fees may be
subject to significant variability. As a result, the prices of Bitcoin may be
influenced to a significant extent by speculators and miners, thus contributing
to price volatility that makes retailers less likely to accept it as a form of
payment in the future.
•Layer
2 refers to a series of different protocols that facilitate the creation of
smart contracts and decentralized applications (dApps) on top of the core
blockchain. Through various means, smart contracts and transactions are largely
executed outside of the Bitcoin main chain. However, this is achieved while
maintaining the full network security of the core layer 1 chain.
•Further developments in blockchain for its intended purpose may
depend on Layer 2 scaling solutions (“Layer 2 Solutions”). Layer 2 Solutions are
protocols that allow developers to build applications with faster transaction
ability and cheaper costs than if they were to build on the layer 1 chain, which
refers to decentralized applications built on the Bitcoin main chain. There are
various types of scaling solutions for Bitcoin that will assist in the
implementation of Layer 2 Solutions. For Bitcoin to be suitable for global
enterprise and mass adoption, there first needs to be improvements that
facilitate scaling and transaction speed to keep up with user demand, and
accommodating the various types of users and transaction requests. The Bitcoin
Lightning Network is a Layer 2 Solution that uses channels to create
peer-to-peer payment routs between two parties. These exist separately from
Bitcoi’’s network and their primary purpose is to allow for faster transactions.
Since these Layer 2 Solutions are recorded off of the Bitcoin network this
results in slower verification times for these transactions, and users may be
subject to manipulation of the transaction data by unauthorized parties. This
may result in users and retailers less likely to accept Bitcoin as a form of
payment, and cause a decrease in the value of Bitcoin and the performance of the
Fund.
Risk
Factors Related to the Reference ETPs and Their Shares
•
If the process of creation and redemption of baskets encounters any
unanticipated difficulties, the possibility for arbitrage transactions by
authorized participants intended to keep the price of the shares closely linked
to the price of Bitcoin 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 authorized participants.
•Security
threats to the Reference ETPs’ account at the custodian could result in the
halting of the Reference ETPs’ operations and a loss of the Reference ETPs
assets or damage to the reputation of the Reference ETPs, each of which could
result in a reduction in the value of the shares.
•The
price used to calculate the value of the Reference ETPs’ Bitcoin may be
volatile, adversely affecting the value of the shares.
•Bitcoin
transactions are irrevocable and stolen or incorrectly transferred Bitcoins may
be irretrievable. As a result, any incorrectly executed Bitcoin transactions
could adversely affect the value of the shares.
•If
the Reference ETPs’ custodian agreement is terminated or its custodian fails to
provide services as required, the Reference ETPs may need to find and appoint a
replacement custodian, which could pose a challenge to the safekeeping of the
Reference ETPs’ Bitcoins, and the Reference ETPs’ 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 Reference ETPs’ prime execution agent could adversely impact the
Reference ETPs’ ability to create or redeem baskets, or could cause losses to
the Reference ETPs.
Risk
Factors Related to the Regulation of the Reference ETPs and Their
Shares
•There
are risks regarding new or changing laws and regulations that may affect the use
of blockchain technology and/or investments in crypto assets. Digital asset
platforms in the U.S. exist in a state of regulatory uncertainty, and adverse
legislative or regulatory developments could significantly harm the value of
Bitcoin or the Shares, such as by banning, restricting or imposing onerous
conditions or prohibitions on the use of Bitcoins, mining activity, digital
wallets, the provision of services related to trading and custodying Bitcoin,
the operation of the Bitcoin network, or the digital asset platforms generally.
Accordingly, future regulatory changes may have a material adverse impact on the
Fund’s investments and its ability to implement its investment
strategy.
•
If regulators subject the Reference ETPs to regulation as a money services
business (“MSB”) or money transmitter, this could result in extraordinary
expenses to the Reference ETPs and also result in decreased liquidity for the
Shares.
•Regulatory
changes or interpretations could obligate an Authorized Participant or the
Reference ETPs to register and comply with new regulations, resulting in
potentially extraordinary, nonrecurring expenses to the Trust.
•The treatment of digital assets for U.S.
federal, state and local income tax purposes is
uncertain.
Crypto
Asset Risk. The Fund has exposure to the crypto asset platforms as a result of
the Reference Assets attempting to reflect generally the performance of the
price of Bitcoin before payment of its expenses and liabilities. A crypto asset
operates without central authority or banks and is not backed by any government.
Crypto assets are often referred to as a “virtual asset” or “digital asset,” and
operate as a decentralized, peer-to-peer financial trading platform and value
storage that is used like money. A crypto asset is also not a legal tender.
Federal, state or foreign governments may restrict the use and exchange of a
crypto asset, and regulation in the U.S. is still developing. Further, the spot
markets for crypto assets are fragmented and lack regulatory compliance and/or
oversight. Crypto asset platforms may stop operating or permanently shut down
due to fraud, technical glitches, hackers or malware. The Fund’s indirect
exposure to crypto assets such as Bitcoin may be affected by the high volatility
associated with such crypto asset exposure. Future regulatory actions or
policies may limit the ability to sell, exchange or use crypto assets, thereby
impairing their prices. Crypto asset trading platforms on which Bitcoin trades,
and which may serve as a pricing source for valuation of spot Bitcoin held by
the Reference ETPs may be subject to enforcement actions by regulatory
authorities.
Index
Performance Risk. An index used as a Reference Asset by the Fund may underperform
other asset classes and may underperform other similar indexes. An index used by
the Fund will be maintained by a third party provider unaffiliated with a Fund
or the Adviser. There can be no guarantee that the methodology underlying a
particular index or the daily calculation of the index will be free from error.
Changes to the index methodology or changes to the digital asset trading
platforms included in the index may impact the value of the Index may cause the
Fund to experience increased volatility and adversely impact the Fund’s ability
to meet its investment objective.
Industry
Concentration Risk. The Fund will be concentrated in the industry to which the Reference
Asset is assigned (i.e., hold more than 25% of its total assets in investments
that provide exposure to Bitcoin). A portfolio concentrated in a particular
industry may present more risks than a portfolio broadly diversified over
several industries.
Subsidiary
Investment Risk. Changes
in the laws of the United States and/or the Cayman Islands, under which the Fund
and the T-Rex
2X Inverse Bitcoin Subsidiary
are organized, respectively, could result in the inability of the Fund to
operate as intended and could negatively affect the Fund and its shareholders.
The T-Rex
2X Inverse Bitcoin Subsidiary
is not registered under the 1940 Act and is not subject to all the investor
protections of the 1940 Act. Thus, the Fund, as an investor in the T-Rex
2X Inverse Bitcoin Subsidiary, will not have all the protections offered to investors in
registered investment companies.
Fixed
Income Securities Risk. When the Fund invests in fixed income securities, the value of your
investment in the Fund will fluctuate with changes in interest rates. Typically,
a rise in interest rates causes a decline in the value of fixed income
securities owned by the Fund. In general, the market price of fixed income
securities with longer maturities will increase or decrease more in response to
changes in interest rates than shorter-term securities. Other risk factors
include credit risk (the debtor may default), extension risk (an issuer may
exercise its right to repay principal on a fixed rate obligation held by the
Fund later than expected), and prepayment risk (the debtor may pay its
obligation early, reducing the amount of interest payments). These risks could
affect the value of a particular investment by the Fund, possibly causing the
Fund’s share price and total return to be reduced and fluctuate more than other
types of investments.
Money
Market Instrument Risk. The Fund may use a variety of money market instruments for cash
management purposes, including money market funds and depositary accounts. Money
market funds may be subject to credit risk with respect to the debt instruments
in which they invest. Depository accounts may be subject to credit risk with
respect to the financial institution in which the depository account is held.
Money market instruments may lose money.
Liquidity
Risk. Holdings of the Fund may be difficult to buy or sell or may be
illiquid, particularly during times of market turmoil. Illiquid securities may
be difficult to value, especially in changing or volatile markets. If the Fund
is forced to buy or sell an illiquid security or derivative instrument at an
unfavorable time or price, the Fund may be adversely impacted. Certain market
conditions or restrictions may prevent the Fund from limiting losses, realizing
gains or achieving a high correlation with the Reference Assets. There is no
assurance that a security or derivative instrument that is deemed liquid when
purchased will continue to be liquid. Market illiquidity may cause losses for
the Fund. To the extent that the Reference Assets’ value increases or decreases
significantly, the Fund may be one of many market participants that are
attempting to transact in the Reference Assets. Under such circumstances, the
market for securities of the Reference Assets may lack sufficient liquidity for
all market participant trades. Therefore, the Fund may have more difficulty
transacting in the Reference Assets or financial instruments and the Fund’s
transactions could exacerbate the price changes of the Reference Assets and may
impact the ability of the Fund to achieve its investment objective. In certain
cases, the market for certain securities in the Reference Assets and/or Fund may
lack sufficient liquidity for all market participant trades. Therefore, the Fund
may have difficulty transacting in it and/or in correlated investments, such as
swap contracts. Further, the Fund’s transactions could exacerbate illiquidity
and volatility in the price of the Reference Assets and correlated derivative
instruments.
Early
Close/Trading Halt Risk.
An exchange or market may close or issue trading halts on specific
securities or financial instruments, including the shares of the Fund. Under
such circumstances, the ability to buy or sell certain portfolio securities or
financial instruments may be restricted, which may result in the Fund being
unable to buy or sell investments for its portfolio, may disrupt the Fund’s
creation/redemption process and may temporarily prevent investors from buying
and selling shares of the Fund. In addition, the Fund may be unable to
accurately price its investments, may fail to achieve performance that is
correlated with the Reference Assets and may incur substantial losses. If there
is a significant intra-day market event and/or the securities of the Reference
Assets experience a significant increase or 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 Cboe BZX and incur significant losses.
Equity
Securities Risk.
Publicly issued equity securities, including common stocks, are
subject to market risks that may cause their prices to fluctuate over time.
Fluctuations in the value of equity securities in which the Fund invests, and/or
has exposure to, will cause the net asset value of the Fund to
fluctuate.
Tax
Risk.
The Fund will qualify as a regulated investment company (a “RIC”) for tax
purposes if, among other things, it satisfies a source-of-income test and an
asset-diversification test. Investing in Bitcoin (or any other digital asset) or
derivatives based upon Bitcoin (or any other digital asset) presents a risk for
the Fund because income from such investments may not qualify as good income
under the source-of-income test. The Fund will not invest directly in Bitcoin or
any other digital assets, but it will gain exposure to Bitcoin through
investments in the T-Rex
2X Inverse Bitcoin Subsidiary,
which is intended to provide the Fund with exposure to Bitcoin returns while
enabling the Fund to satisfy source-of-income requirements. There is some
uncertainty about how the T-Rex
2X Inverse Bitcoin Subsidiary
will be treated for tax purposes and thus whether the Fund can
maintain exposure to Bitcoin returns without risking its status as a RIC for tax
purposes. Failing to qualify as a RIC for tax purposes could have adverse
consequences for the Fund and its shareholders. These issues are described in
more detail in the section entitled “ADDITIONAL INFORMATION ABOUT RISK – Tax
Risk” below, as well as in the Fund’s SAI.
Non-Diversification
Risk.
The
Fund is classified as “non-diversified” under the Investment Company Act of
1940, as amended. This means it has the ability to invest a relatively high
percentage of its assets in the securities of a small number of issuers or in
financial instruments with a single counterparty or a few counterparties. This
may increase the Fund’s volatility and increase the risk that the Fund’s
performance will decline based on the performance of a single issuer or the
credit of a single counterparty and make the Fund more susceptible to risks
associated with a single economic, political or regulatory occurrence than a
diversified fund.
ETF
Risks.
The Fund is an exchange-traded fund, and, as a result of an ETF’s structure, it
is exposed to the following risks:
•
Authorized
Participants, Market Makers, and Liquidity Providers Limitation
Risk. The Fund has a limited number of financial institutions that may
act as Authorized Participants (“APs”). In addition, there may be a limited
number of market makers and/or liquidity providers in the marketplace. To the
extent either of the following events occur, Shares may trade at a material
discount to NAV and possibly face delisting: (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.
•Cash
Redemption Risk.
The Fund intends to redeem Shares for cash or to otherwise include cash as part
of its redemption proceeds. 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.
•Costs
of Buying or Selling Shares.
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. 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 and volatility
in the Fund’s portfolio holdings, 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. If an investor
purchases Shares at a time when the market price is at a premium to the NAV of
the Shares or sells at a time when the market price is at a discount to the NAV
of the Shares, then the investor may sustain losses that are in addition to any
losses caused by a decrease in NAV.
•Trading.
Although Shares are listed for trading on a national securities exchange, and
may be traded on other U.S. exchanges, 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 Fund Shares.
New
Fund Risk.
As
of the date of this prospectus, the Fund has limited operating history and
currently has fewer assets than larger funds. Although the Fund is new, the
structure of providing inverse leveraged exposure to the price of Bitcoin is not
necessarily a new strategy as similar inverse funds, such as those that
primarily invest in cash settled futures contracts, currently trade on the NYSE
Arca Exchange. Like other new funds, large inflows and outflows may
impact
the Fund’s market exposure for limited periods of time. This impact may be
positive or negative, depending on the direction of market movement during the
period affected.
The
Shares will change in value, and you could lose money by investing in the Fund.
The Fund may not achieve its investment objective.
Performance History
The bar chart and table below provide some indication of the
risks of investing in the Fund. The bar chart shows the Fund’s changes in
performance from year to year, and the table shows how the Fund’s average annual
returns for the time periods indicated as compared with those of a broad measure
of market performance. Investors
should be aware that past performance (before and after taxes) is not
necessarily an indication of how the Fund will perform in the
future.
Updated
performance information for the Fund, including its current net asset value per
share, is available by calling toll-free at (833)
759-6110.
Annual Total Returns
(calendar year ended 12/31)
During
the period shown, the highest quarterly
return was 49.00% (quarter ended
December 31,
2025) and the lowest quarterly
return was -47.87% (quarter ended
_June 30,
2025).
|
|
|
|
|
|
|
|
| |
|
|
One
Year |
Since
Inception(1) |
|
Return
Before Taxes |
(29.04)% |
(70.00)% |
|
Return
After-Taxes on Distributions |
(29.05)% |
(70.00)% |
|
Return
After-Taxes on Distributions and Sale of Fund
Shares |
(17.19)% |
(49.27)% |
|
S&P 500
Index (reflects no deduction for fees, expenses or
taxes) |
17.88% |
16.36% |
(1)The
Fund commenced operations on July 11, 2024.
Investment
Adviser
Tuttle
Capital Management, LLC (“Tuttle” or the “Adviser”) is the investment adviser to
the Fund.
Portfolio
Manager
Matthew Tuttle, Chief Executive Officer of the Adviser, has served as the Fund’s
portfolio manager since its inception.
Purchase
and Sale of Fund Shares
The Fund will issue (or redeem) shares to certain institutional investors
(typically market makers or other broker-dealers) only in large blocks of at
least 10,000 shares known as “Creation Units.” Creation Unit transactions are
typically effected in cash, but the Fund reserves the right to accept in-kind
securities. Individual shares may only be purchased and sold on a national
securities exchange through a broker-dealer. You can purchase and sell
individual shares of the Fund throughout the trading day like any publicly
traded security. The Fund’s shares are listed on the Exchange (i.e.,
Cboe BZX). The price of the Fund’s shares is based on market price, and because
exchange-traded fund shares trade at market prices rather than NAV, shares may
trade at a price greater than NAV (premium) or less than NAV (discount). When
buying or selling shares through a broker, most investors will incur customary
brokerage commissions and charges and you may pay some or all of the spread
between the bid and the offered prices in the secondary market for shares.
Except when aggregated in Creation Units, the Fund’s shares are not redeemable
securities. Recent information regarding the Fund, including its NAV, market
price, premiums and discounts, and bid/ask spreads, is available on the Fund’s
website at www.rexshares.com.
Tax
Information
The
Fund’s distributions will be taxed as ordinary income or capital gain, unless
you are investing through a tax-deferred arrangement, such as a 401(k) plan or
an individual retirement account, in which case withdrawals from such an
arrangement generally will be taxed.
Payments
to Broker-Dealers and Other Financial Intermediaries
If you purchase shares of the Fund through a broker-dealer or other financial
intermediary (e.g.,
a bank), the Fund and its related companies may pay the intermediary for the
sale of Fund shares and related services. These payments may create a conflict
of interest by influencing the broker-dealer or other financial intermediary and
your salesperson to recommend the Fund over another investment. Ask your
salesperson or visit your financial intermediary’s website for more information.
T-REX 2X LONG ETHER
DAILY TARGET ETF
IMPORTANT
INFORMATION ABOUT THE FUND
The
T-Rex 2X Long Ether Daily Target ETF (the “Fund”) seeks daily leveraged
investment results and is very different from most other exchange-traded funds.
As a result, the Fund may be riskier than alternatives that do not use leverage
because the Fund’s objective is to magnify (200%) the daily performance of an
exchange traded product or index that seeks to replicate the performance of
ether. The
Fund will not invest directly in ether. The
Fund intends to utilize as reference assets, the iShares Ethereum Trust, the
Grayscale Ethereum Trust, the Bitwise Ethereum ETF, the Hashdex Nasdaq Ethereum
ETF, the 21Shares Core Ethereum ETF, the Invesco Galaxy Ethereum ETF, the VanEck
Ethereum Trust, the Fidelity Ethereum Fund, the Franklin Ethereum ETF (together,
the “Reference ETPs”), the CME CF Ether-Dollar Reference Rate – New York Variant
(the “ETHUSD NY Index”), and other indexes that the Adviser believes should
produce daily returns consistent with those of ether (each a “Reference Asset”
and together the “Reference Assets”). Initially, the Fund expects to invest in
swaps primarily that provide exposure to the iShares Ethereum Trust. The Fund
intends to manage its assets so that it may invest in swaps providing exposure
to any of the other Reference Assets without limit to the extent that the Fund
believes that there is sufficient market interest and publicly available
information with respect to any such Reference Assets. The return for investors
that invest for periods longer or shorter than a trading day should not be
expected to be 200% of the performance of ether for the period. The return of
the Fund for a period longer than a trading day will be the result of each
trading day’s compounded return over the period, which will very likely differ
from 200% of the return of ether for that period. Longer holding periods, higher
volatility of the Reference Assets and leverage increase the impact of
compounding on an investor’s returns. During periods of higher volatility, the
volatility of the Reference Assets may affect the Fund’s return as much as, or
more than, the return of the Reference Assets. The fees and expenses of the
Reference ETPs will cause the Fund’s performance to be lower than the actual
market performance of ether.
The
Fund is not suitable for all investors. The Fund is designed to utilized only by
knowledgeable investors who understand the potential consequences of seeking
daily leveraged (2X) investment results, understand the risks associated with
the use of leverage and are willing to monitor their portfolios frequently. The
Fund is not intended to be used by, and is not appropriate for, investors who do
not intend to actively monitor and manage their portfolios. For periods longer
than a single day, the Fund will lose money if the Reference Assets’ performance
is flat, and it is possible that the Fund will lose money even if the Reference
Assets’ performance increases over a period longer than a single day. An
investor could lose the full principal value of his/her investment within a
single day if the Reference Assets lose more than 50% in one day. The Fund only
intends to use Reference ETPs that are traded on a U.S. regulated exchange, or
indexes, as Reference Assets.
Investment
Objective
The
Fund seeks daily investment results, before fees and expenses, of 200% of the
daily performance of spot ether. The
Fund does not seek to achieve its stated investment objective over a period of
time other than a single/one trading 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. You may pay other fees, such
as brokerage commissions and other fees to financial intermediaries, which
are not reflected in the tables and examples below.
Annual
Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your
investment) |
|
Management
Fee(1) |
0.95% |
|
Other
Expenses |
—% |
|
Total
Annual Fund Operating Expenses(2) |
0.95% |
(1)
Under
the Investment Advisory Agreement, Tuttle Capital Management LLC (“Tuttle” or
the “Adviser”), at its own expense and without reimbursement from the Fund, pays
all of the expenses of the Fund, excluding the advisory fees, interest expenses,
taxes, acquired fund fees and expenses, brokerage commissions and any other
portfolio transaction-related expenses and fees arising out of transactions
effected on behalf of the Fund, credit facility fees and expenses, including
interest expenses, and litigation and indemnification expenses and other
extraordinary expenses not incurred in the ordinary course of the Fund’s
business. The Fund will invest a portion of its assets in T-Rex 2X Long Ether
Daily Target (Cayman) Portfolio S.P., a wholly-owned subsidiary of the Fund
organized under the laws of the Cayman Islands (the “T-Rex
2X
Long Ether
Subsidiary”).
The T-Rex
2X
Long Ether
Subsidiary has entered into a separate investment advisory agreement with the
Adviser for the management of the T-Rex 2X
Long Ether
Subsidiary’s assets, and for the payment and/or reimbursement of the T-Rex
2X
Long Ether
Subsidiary’s expenses to the same extent as such expenses are paid or reimbursed
to the Fund, pursuant to which the T-Rex 2X
Long Ether
Subsidiary pays the Adviser a management fee at the same rate that the Fund pays
the Adviser for services provided to the Fund (the “Subsidiary Management
Agreement”). The Adviser is contractually obligated to waive the management fee
it receives from the Fund in an amount equal to the management fee paid to the
Adviser under the Subsidiary Management Agreement. This waiver will remain in
effect for as long as the Subsidiary Management Agreement is in
place.
(2)
The
cost of investing in swaps, including the embedded cost of the swap and the
operating expenses of the referenced assets, is an indirect expense that is not
included in the above fee table and is not reflected in the expense example. The
total indirect cost of investing in swaps, including the embedded cost of the
swap and the operating expenses of the referenced assets, is estimated to be
0.214% for the fiscal period ending December 31,
2026.
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 hold or
redeem all of your shares at the end of those periods. The example also assumes
that your investment has a five percent (5%) return each year and that the
Fund’s operating expenses remain the same. Although your
actual costs may be higher or lower, based on these assumptions your costs would
be:
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Name
of Fund |
1
Year |
3
Years |
5
Years |
10
Years |
|
T-Rex
2X Long Ether Daily Target ETF |
$97 |
$303 |
$525 |
$1,166 |
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 Fund shares are held in a taxable account. These costs, which are not
reflected in annual fund operating expenses or in the example, affect the Fund’s
performance. For the fiscal year ended December 31, 2025 the Fund’s portfolio
turnover rate was 0.00% of the average value of its portfolio.
Principal Investment
Strategies
The
Fund, under normal circumstances, invests at least
80% of its net assets (plus any borrowings for investment purposes) in financial
instruments that are designed to provide, in the aggregate, 200% exposure to the
price
performance of the Reference Assets on a daily
basis. This policy may be changed by the Board of Trustees
(the “Board”) of World Funds Trust (the “Trust”) without shareholder approval
upon sixty (60) days’ written notice to shareholders. Swap agreements are
entered into primarily with major global financial institutions for a specified
period which may range from one day to more than one year. In a standard swap
transaction, two parties agree to exchange the return (or differentials in rates
of return) earned or realized on particular predetermined reference or
underlying securities or instruments. The gross return to be exchanged or
swapped between the parties is calculated based on a notional amount or the
return on or change in value of a particular dollar amount invested in a
reference asset. Swap agreements are generally traded over-the-counter, and
therefore, may not receive regulatory protection, which may expose investors to
significant losses. Swaps in which the Fund invests are uncleared, non-exchange
traded and are cash settled.
The
Fund will enter into one or more swap agreements with major global
financial institutions whereby the Fund and the global financial institution
will agree to exchange the return earned on an investment by the Fund in the
Reference Assets that is equal, on a daily basis, to 200% of the value of the
Fund’s net assets. The Adviser attempts 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 rebalance the Fund’s holdings daily to maintain such
exposure. As a result of its investment strategies, the Fund will be
concentrated in the industry to which the Reference Assets are assigned
(i.e.,
hold 25% or more of its total assets in investments that provide leveraged
exposure in the industry to which the Reference Assets are assigned). As of the
date of this prospectus, the Reference Assets are assigned to the crypto asset
industry. Although ether and similar crypto assets have been called
“cryptocurrencies,” they are not widely accepted as a means of payment.
The
Fund will attempt to achieve its investment objective without regard to
overall market movement or the increase or decrease of the value of the
Reference Assets or ether. At the close of the markets each trading day, the
Adviser rebalances the Fund’s portfolio so that its exposure to the Reference
Assets is consistent with the Fund’s investment objective. The impact of the
Reference Assets’ price movements during the day will affect whether the Fund’s
portfolio needs to be rebalanced. For example, if the price of the Reference
Assets has risen on a given day, net assets of the Fund should rise, meaning
that the Fund’s exposure will need to be increased. Conversely, if the price of
the Reference Assets has fallen on a given day, net assets of the Fund should
fall, meaning the Fund’s exposure will need to be reduced. This daily
rebalancing typically results in high portfolio turnover. On a day-to-day basis,
the Fund is expected to hold money market funds, deposit accounts with
institutions with high quality (investment grade) credit ratings, and/or
short-term debt instruments that have terms-to-maturity of less than 365 days
and exhibit high quality (investment grade) credit profiles, including U.S.
government securities.
The
Fund may invest in other exchange-traded funds for cash management purposes.
Such exchange-traded funds may include the REX Laddered T-Bill ETF, which the
Board of Trustees of the Fund has determined to be within the same group of
investment companies as the Fund.
Generally,
the Fund pursues its investment objective regardless of market conditions
and does not generally take defensive positions. If the Fund’s Reference Assets
move more than 50% on a given trading day in a direction adverse to the Fund,
the Fund’s investors would lose all of their money. Taking a temporary defensive
position may result in the Fund not achieving its investment
objective.
The
terms “daily,” “day,” and “trading day,” refer to the period from the close
of the markets on which the Funds are traded on one trading day to the close of
such markets on the next trading day. The Fund is “non-diversified,” under the
Investment Company Act of 1940, as amended. Additionally, the Fund’s investment
objective is not a fundamental policy and may be changed by the Board without
shareholder approval.
The
Reference ETPs have only recently commenced operations. As a result, the
Reference ETPs only have a very limited operating history. Generally, the
Reference ETPs were formed for the purpose of owning ether that they purchase in
exchange for shares that they issue. Each share in a Reference ETP represents a
fractional undivided beneficial interest in the net assets of the Reference ETP.
The assets of the Reference ETPs are generally expected to consist primarily of
ether. The Reference ETPs seek to reflect generally the performance of the price
of ether before payment of expenses and liabilities. Each Reference ETP is not a
registered investment company under the Investment Company Act of 1940, and
their sponsors may not be registered as an investment adviser. Additionally, the
Reference ETPs may not be a commodity pool for purposes of the Commodity
Exchange Act, and the Reference ETPs’ sponsors may not be subject to regulation
as a commodity pool operator or a commodity trading advisor in connection with
its activities with respect to the Reference ETPs. While each Reference ETP is
expected to continuously offer its shares, a Reference ETP may suspend
issuances
of shares at any time. The sponsor of a Reference ETP will maintain a public
website on behalf of the Reference ETP, containing information about the
Reference ETP and its shares. Investors in the Fund are encouraged to review the
websites of the several Reference Assets that exist in the marketplace. Each of
the Reference ETPs’ shares are intended to constitute a simple means of making
an investment similar to an investment in ether rather than by acquiring,
holding and trading ether directly on a peer-to-peer or other basis or via a
digital asset platform. The Reference ETPs’ shares have been designed to remove
the obstacles represented by the complexities and operational burdens involved
in a direct investment in ether, while at the same time having an intrinsic
value that reflects, at any given time, the investment exposure to the ether
owned by the Reference ETPs at such time, less the Reference ETPs’ expenses and
liabilities. A Reference Asset that is an index is designed to reflect the value
of ether, but does not have fees and expenses as do the Reference ETPs. Although
the Reference ETPs’ shares are not the exact equivalent of a direct investment
in ether, they provide investors with an alternative method of achieving
investment exposure to ether through the securities market, which may be more
familiar to them.
The
ETHUSD NY Index is designed to measure the performance of a single ether traded
in USD and seeks to provide a proxy for the ether market. The ETHUSD NY Index
price is a composite of U.S. dollar ether trading activities reported by certain
digital asset trading platforms that are evaluated based on a variety of
different criteria, including volume representation, AML / KYC standards and
market integrity measures. The digital asset trading platforms included in the
ETHUSD NY Index are reevaluated on an ongoing basis. All eligible exchange data
is aggregated and categorized via timestamps into 12 five-minute partitions of
equal length beginning at 3:00pm to 4:00pm New York time, and a volume weighted
median is calculated for each partition. The ETHUSD NY Index is the average of
these 12 volume weighted medians. The ETHUSD NY Index is constructed and
maintained by CF Benchmarks Ltd. The Fund may enter into swap agreements in
which the Reference Asset is a different ether index. The Fund expects that any
such indexes will have been designed for a similar purpose, and will have
similar methodologies, as the ETHUSD NY Index.
Ether
is a digital asset. The ownership and operation of ether is determined by
participants in an online, peer-to-peer network sometimes referred to as
the “Ethereum Network.” The Ethereum Network connects computers that run
publicly accessible, or “open source,” software that follows the
rules and procedures governing the Ethereum Network. This is commonly
referred to as the Ethereum Protocol (and is described in more detail in
the section entitled “The Ethereum Protocol” in the Fund’s
Prospectus).
The
value of ether is not backed by any government, corporation, or other
identified body. Instead, its value is determined in part by the supply and
demand in markets created to facilitate the trading of ether. Ownership and
transaction records for ether are protected through public-key
cryptography. The supply of ether is determined by the Ethereum Protocol.
No single entity owns or operates the Ethereum Network. The Ethereum
Network is collectively maintained by (1) a decentralized group of
participants who run computer software that results in the recording and
validation of transactions (commonly referred to as “validators”), (2)
developers who propose improvements to the Ethereum Protocol and the
software that enforces the Protocol and (3) users who choose which
version of the Ethereum software to run. From time to time, the developers
suggest changes to the Ethereum software. If a sufficient number of users
and validators elect not to adopt the changes, a new digital asset,
operating on the earlier version of the Ethereum software, may be created.
This is often referred to as a “fork.” The price of the ether swaps in
which the Fund invests may reflect the impact of these forks.
The
Fund’s Portfolio Composition
The
Fund will not invest directly in ether or any other digital assets.
Rather,
the Fund seeks to gain exposure to the Reference Assets, in whole or in part,
through investments in a subsidiary organized in the Cayman Islands, the
T-Rex
2X
Long Ether Daily Target (Cayman) Portfolio S.P. (the “T-Rex
2X
Long Ether
Subsidiary”).
The T-Rex
2X Long Ether Subsidiary
is wholly-owned and controlled by the Fund. The Fund will also likely have
significant cash investments.
Again,
however, the Fund will not invest directly in ether or any other digital
assets.
The
T-Rex
2X Long Ether Subsidiary
is wholly-owned and controlled by the Fund. The Fund’s investment in the
T-Rex
2X Long Ether Subsidiary
may not exceed 25% of the Fund’s total assets (the “Subsidiary Limit”). The
Fund’s investment in the T-Rex
2X Long Ether Subsidiary
is intended to provide the Fund with exposure to ether returns while enabling
the Fund to satisfy source-of-income requirements that apply to regulated
investment companies under the Internal
Revenue
Code of 1986, as amended (the “Code”). Except as noted, references to the
investment strategies and risks of the Fund include the investment strategies
and risks of the T-Rex
2X Long Ether Subsidiary.
The T-Rex
2X Long Ether Subsidiary
has the same investment objective as the Fund and will follow the same general
investment policies and restrictions, except that unlike the Fund, it may invest
without limit in the Reference Assets. The Fund will aggregate its investments
with the T-Rex
2X Long Ether Subsidiary
for purposes of determining compliance with (i) Section 8 of the Investment
Company Act of 1940 (the “1940 Act”), which governs fundamental investment
limitations (which are described more specifically in the Fund’s statement of
additional information); and (ii) Section 18 of the 1940 Act, which governs
capital structure and includes limitations associated with the Fund’s ability to
leverage its investments. Additionally, the T-Rex
2X Long Ether Subsidiary’s
investment advisory contracts will be governed in accordance with Section 15 of
the 1940 Act, and the T-Rex
2X Long Ether Subsidiary
will adhere to applicable provisions of Section 17 of the 1940 Act governing
affiliate transactions. The principal investment strategies and principal risks
of the T-Rex
2X Long Ether Subsidiary
constitute principal investment strategies and principal risks of the Fund, and
the disclosures of those strategies and risks in this prospectus are designed to
reflect the aggregate operations of the Fund and the T-Rex
2X Long Ether Subsidiary.
The
Fund (and the T-Rex
2X Long Ether Subsidiary,
as applicable) expects to invest its remaining assets in any one or more of the
following cash investments: U.S. Treasuries, other U.S. government obligations,
money market funds, cash and cash-like equivalents (e.g.,
high quality commercial paper and similar instruments that are rated investment
grade or, if unrated, of comparable quality, as the Adviser determines), and
treasury inflation-protected securities that provide liquidity, serve as margin
or collateralize the Fund’s and/or the T-Rex
2X Long Ether Subsidiary’s
investments in the Reference Assets.
The
Fund is classified as a non-diversified fund under the 1940 Act and, therefore,
may invest a greater percentage of its assets in a particular
issuer.
The
SEC maintains an Internet website on its EDGAR Database that includes the
registration statement, shareholder reports, other regulatory filings and other
information regarding each Reference ETP. Information provided to or filed with
the Securities and Exchange Commission by any of the Reference ETPs pursuant to
the Exchange Act can be located by reference to the Securities and Exchange
Commission through the Securities and Exchange Commission’s website at
www.sec.gov. Information regarding a Reference Asset that is an index may be
obtained at the website maintained by the index provider.
In
addition, information regarding the Reference Assets may be obtained from other
sources including, but not limited to, press releases, newspaper articles and
other publicly disseminated documents.
Information
about the Reference ETPs
The
purpose of each of the Reference ETPs is to own ether purchased by the
particular Reference ETP in exchange for shares issued by the Reference ETP. The
assets of each Reference ETP consist primarily of ether held by the s custodian
on behalf of the Reference ETP. Generally, a Reference ETP issues and redeems
its shares only in blocks of shares (or “Baskets”) to registered broker-dealers
that enter into a contract with the sponsor and the trustee of the particular
Reference ETP (“Authorized Participants”). Authorized Participants will purchase
shares by depositing cash in the Reference ETP’s account with its custodian.
This will cause the Reference ETP’s sponsor to automatically instruct a
counterparty to (i) purchase the amount of ether equivalent in value to the cash
deposit amount associated with the order and (ii) deposit the resulting ether
deposit amount in the Reference ETPs account with the custodian, resulting in
the transfer agent crediting the applicable amount of shares to the Authorized
Participant.
When
such an Authorized Participant redeems its shares in the Reference ETP, the
sponsor will direct the custodian to transfer ether to the counterparty, who
will sell the ether to be executed at the Index price used by the Reference ETP
to calculate its net asset value.
Redemptions
of Baskets may be suspended (i) during any period in which regular trading on
the exchange on which shares of the particular Reference ETP are traded is
suspended or restricted, or the exchange is closed (other than scheduled holiday
or weekend closings), or (ii) during a period when the sponsor determines that
delivery, disposal or evaluation of ether is not reasonably practicable. If any
of these events occurs at a time when an Authorized Participant
intends
to redeem shares, and the price of ether decreases before such Authorized
Participant is able again to surrender for redemption Baskets, such Authorized
Participant will sustain a loss with respect to the amount that it would have
been able to obtain upon the redemption of its shares, had the redemption taken
place when such Authorized Participant originally intended it to occur.
Individual shares will not be redeemed by the particular Reference ETP, however,
each Reference ETP will be listed and traded on an exchange, as follows:
|
|
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|
| |
|
Reference
ETP |
Exchange |
Ticker
Symbol |
|
Grayscale
Ethereum Trust |
NYSE
Arca |
ETHE |
|
Bitwise
Ethereum ETF |
NYSE
Arca |
ETHW |
|
Hashdex
Nasdaq Ethereum ETF |
Bermuda
Stock Exchange |
NQETH |
|
iShares
Ethereum Trust |
The
Nasdaq Stock Market LLC |
ETHA |
|
21Shares
Core Ethereum ETF |
Cboe
BZX Exchange, Inc. |
CETH |
|
Invesco
Galaxy Ethereum ETF |
Cboe
BZX Exchange, Inc. |
QETH |
|
VanEck
Ethereum Trust |
Cboe
BZX Exchange, Inc. |
ETHV |
|
Fidelity
Ethereum Fund |
Cboe
BZX Exchange, Inc. |
FETH |
|
Franklin
Ethereum ETF |
Cboe
BZX Exchange, Inc. |
EZET |
Authorized
Participants may offer shares of the Reference ETP to the public at prices that
depend on various factors, including the supply and demand for shares, the value
of the Reference ETP’s assets, and market conditions at the time of a
transaction. Shareholders who buy or sell shares of a Reference ETP during the
day from their broker-dealer on the secondary market may do so at a premium or
discount relative to the net asset value of the Reference ETPs shares. The value
of shares of a Reference ETP may not directly correspond to the price of ether,
and is highly volatile. The price of a Reference ETP may go down even if the
price of the underlying asset, ether, 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
Reference ETP is a passive investment vehicle that does not seek to generate
returns beyond tracking the price of ether. This means the sponsor does not
speculatively sell ether at times when its price is high or speculatively
acquire ether at low prices in the expectation of future price increases. The
Reference ETPs will not utilize hedging, leverage, derivatives or any similar
arrangements in seeking to meet its investment objective. The Reference ETPs are
not registered investment companies under the Investment Company Act of 1940 and
are not required to register under the Investment Company Act of 1940. Each
Reference ETP’s custodian will keep custody of all of the Reference ETP’s ether,
other than that which is maintained in a trading account, in accounts that are
required to be segregated from the assets held by the Custodian as principal and
the assets of its other customers (the “Vault Balance”). The Reference ETP’s
custodian will keep all of the private keys associated with such Reference ETP’s
ether held by the custodian in the Vault Balance in “cold storage”, which refers
to a safeguarding method by which the private keys corresponding to the
particular Reference ETP’s ethers 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.
The
Reference ETP’s net asset value means the total assets of the Reference ETP
including, but not limited to, all ether and cash, less total liabilities of the
Reference ETP. The sponsor of each Reference ETP has the exclusive authority to
determine that Reference ETP’s net asset value. The Reference ETP determines its
net asset value on each day that the exchange on which it trades is open for
regular trading, as promptly as practical after 4:00 p.m. EST. In determining
its net asset value, the Reference ETP values the ether it holds based on the
price set by an index as of 4:00 p.m. Eastern time. The Reference ETP also
determines the net asset value per share. In determining a Reference ETP’s net
asset value, the trustee or an administrator values the ether held by the
Reference ETP based on an Index price. The U.S. dollar value of a Basket of
shares at 4:00 p.m., Eastern time, on the trade date of a creation or
redemption order is equal to the basket amount, which is the number of ethers
required to create or redeem a Basket of shares, multiplied by the Index Price,
which is the U.S. dollar value of a ether derived from the Reference ETPs
digital asset trading platforms that are reflected in the particular Reference
ETP’s Index at 4:00 p.m., Eastern time, on each business day.
The
methodology used to calculate an Index price to value ether in determining the
net asset value of a Reference ETP may not be deemed consistent with U.S.
generally accepted accounting principles.
Many
of the Reference ETPs have a limited operating history. Each Reference ETP is
subject to the information requirements of the Securities Exchange Act of 1934
and it files periodic reports with the U.S. Securities and Exchange Commission
(the “SEC”). Certain of the Reference ETPs are subject to reduced public company
reporting requirements under the Jumpstart Our Business Startups Act (the “JOBS
Act”). These Reference ETPs are an “emerging growth company,” as defined in the
JOBS Act. For as long as the particular Reference ETP is an emerging growth
company, such Reference ETP may take advantage of certain exemptions from
various reporting requirements that are applicable to other public companies
that are not “emerging growth companies,” including, but not limited to, not
being required to comply with the auditor attestation requirements of Section
404(b) of the Sarbanes–Oxley Act of 2002 , reduced disclosure obligations
regarding executive compensation in the ether Trust’s periodic reports and
audited financial statements in this prospectus, exemptions from the
requirements of holding advisory “say-on-pay” votes on executive compensation
and shareholder advisory votes on “golden parachute” compensation and exemption
from any rules requiring mandatory audit firm rotation and auditor discussion
and analysis and, unless otherwise determined by the SEC, any new audit rules
adopted by the Public Company Accounting Oversight Board.
The
Fund has derived all disclosures contained in this document regarding the
Reference Assets from the publicly available documents described above. Neither
the Fund, the Trust, the Adviser nor any affiliate has participated in the
preparation of such documents. Neither the Fund, the Trust, the Adviser nor any
affiliate makes any representation that such publicly available documents or any
other publicly available information regarding any Reference Asset is accurate
or complete. Furthermore, the Fund cannot give any assurance that all events
occurring prior to the date of the prospectus (including events that would
affect the accuracy or completeness of the publicly available documents
described above) that would affect the trading price of the Reference Assets
have been publicly disclosed. Subsequent disclosure of any such events or the
disclosure of, or failure to disclose, material future events concerning a
Reference Asset could affect the value of the Fund’s investments with respect to
the Reference Assets and therefore the value of the Fund.
Because
of daily rebalancing and the compounding of each day’s return over time,
the return of the Fund for periods longer than a single day will be the result
of each day’s returns compounded over the period, which will very likely differ
from 200% of the return of ether over the same period. The Fund will lose money
if the Reference Asset’s performance is flat over time, and as a result of daily
rebalancing, the Reference Asset’s volatility and the effects of compounding, it
is even possible that the Fund will lose money over time while ether’s
performance increases over a period longer than a single
day.
Losses or negative impacts to a Fund pursuing a long-levered strategy
due to declines in the price of ether would have a positive impact on the price
of a Fund pursuing an inverse levered strategy. Alternatively, developments that
would cause an increase in the price of ether would adversely impact the price
of a Fund pursuing an inverse levered strategy, while positively impacting the
price of a Fund pursuing a long-levered strategy.
Principal
Risks
An
investment in the Fund entails risk. The Fund may not
achieve its leveraged investment objective and there is a risk that you could
lose all of your money invested in the Fund. The Fund is
not a complete investment program. In addition, the Fund presents risks not
traditionally associated with other mutual funds and ETFs. It is important that
investors closely review all of the risks listed below and understand them
before making an investment in the Fund.
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 200% of the
Reference Assets’ performance, before fees and expenses. Compounding affects all
investments, but has a more significant impact on funds that are leveraged and
that rebalance daily and becomes more pronounced as volatility and holding
periods increase. A volatility rate is a statistical measure of the magnitude of
fluctuations in the underlying security’s returns over a defined period.
Performance is the return on the underlying security for a stated period. The
more volatile, the more likely the returns may differ over time. For periods
longer than a trading day, volatility in the performance of the underlying
security or its rebalancing from day to day is the primary cause of any
disparity between the Fund’s actual returns and the returns of the underlying
security for such period. 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 Reference Assets during the shareholder’s holding
period of an investment in the Fund.
The
chart below provides examples of how the Reference Assets’ volatility
and its return could affect the Fund’s performance. Fund performance for
periods greater than one single day can be estimated given any set of
assumptions for the following factors: a) the Reference Assets’ volatility; b)
the Reference Assets’ performance; c) period of time; d) financing rates
associated with leveraged exposure; e) other Fund expenses; and f) dividends or
interest paid with respect to the Reference ETPs. The chart below illustrates
the impact of two principal factors – the Reference Assets’ volatility and
the Reference Assets’ performance – on Fund performance. The chart shows
estimated Fund returns for a number of combinations of the Reference Assets’
volatility and the Reference Assets’ performance over a one-year period.
Performance shown in the chart assumes that: (i) no dividends were paid with
respect to the Reference ETPs; (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 lower than those shown. Particularly during periods of higher
volatility, compounding will cause results for periods longer than a trading day
to vary from 200% of the performance of the Reference Assets.
During
periods of higher the Reference Assets’ volatility, the volatility of the
Reference Assets may affect the Fund’s return as much as, or more than, the
return of the Reference Assets. 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 Reference Assets during a shareholder’s
holding period of an investment in the Fund.
As
shown in the chart below, the Fund would be expected to lose 6.1% if the
Reference Assets provided no return over a one year period during which the
Reference Assets 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 Reference Assets’ return is flat. For
instance, if a Reference Assets’ annualized volatility is 100%, the Fund would
be expected to lose 63.2% of its value, even if the cumulative return for the
year was 0%. Areas
shaded red (or dark gray) represent those scenarios where the Fund can be
expected to return less than 200% of the performance of the Reference Assets and
those shaded green (or light gray) represent those scenarios where the Fund can
be expected to return more than 200% of the performance of the Reference Assets.
The table below is not a representation of the Fund’s actual returns, which 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 Risk”
below.
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One
Year |
200%
One
Year |
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% |
The
Reference ETPs only recently commenced operations and have a very short
operating history. The annualized historical daily volatility rate for ether (as
represented by an index that is designed to measure the performance an investor
would expect from purchasing and holding ether), which the Reference Assets are
intended to replicate, for the five-year period ended December 31, 2025 was
77.59%. The annualized daily volatility rates for the index were as
follows:
2021 105.15%
2022 84.87%
2023
45.42%
2024 62.48%
2025___76.28_%
Volatility
for a shorter period of time may have been substantially higher.
The
annualized performance for ether (as represented by the index), which the
Reference Assets are intended to replicate, for the five-year period ended
December 31, 2025 was 31.93%. Historical volatility and performance are not
indications of what the Reference Assets’ volatility and performance will be in
the future.
For
information regarding the effects of volatility and performance on the
long-term performance of the Fund, see “Additional Information About Investment
Techniques and Policies.”
Leverage
Risk. The
Fund obtains investment exposure in excess of its net assets by utilizing
leverage and may lose more money in market conditions that are averse to its
investment objective than a fund that does not utilize leverage. An investment
in the Fund is exposed to the risk that a decline in the daily performance of
the Reference Assets will be magnified. This means that an investment in the
Fund will be reduced by an amount equal to 2% for every 1% daily decline in the
Reference Assets, not including the costs of financing leverage and other
operating expenses, which would further reduce its value. The Fund could
theoretically lose an amount greater than its net assets in the event of a
security decline of more than 50%. This would result in a total loss of a
shareholder’s investment in one day even if the Reference Assets subsequently
move in the opposite direction and eliminate all or a portion of its earlier
daily change. A total loss may occur in a single day even if the Reference
Assets do not lose all of their value. Leverage will also have the effect of
magnifying any differences in the Fund’s correlation with the Reference Assets
and may increase the volatility of the Fund.
To
the extent that the instruments utilized by the Fund are thinly traded or
have a limited market, the Fund may be unable to meet its investment objective
due to a lack of available investments or counterparties. During such periods,
the Fund’s ability to issue additional Creation Units may be adversely affected.
As a result, the Fund’s shares could trade at a premium or discount to their net
asset value and/or the bid-ask spread of the Fund’s shares could widen.
Under such circumstances, the Fund may increase its transaction fee, change
its investment objective by, for example, seeking to track an alternative
exchange traded product, reduce its leverage or
close.
Derivatives
Risk.
Derivatives
are financial instruments that derive value from the underlying reference
asset or assets, such as stocks, bonds, or funds (including ETFs), interest
rates or indexes. Investing in derivatives may be considered aggressive and may
expose the Fund to greater risks, and may result in larger losses or small
gains, than investing directly in the reference assets underlying those
derivatives, which may prevent the Fund from achieving its investment objective.
The
Fund will use swap agreements to achieve its investment objective. The
Fund’s investments in derivatives may pose risks in addition to, and greater
than, those associated with directly investing in securities or other
investments, including risk related to the market, leverage, imperfect
correlations with underlying investments or the Fund’s other portfolio holdings,
higher price volatility, lack of availability, counterparty, liquidity,
valuation and legal restrictions. The performance of a derivative may not track
the performance of its reference asset, including due to fees and other costs
associated with it. Because derivatives often require only a limited initial
investment, the use of derivatives may expose the Fund to losses in excess of
the amount initially invested. As a result, the value of an investment in the
Fund may change quickly and without warning. Additionally, any financing,
borrowing or other costs associated with using derivatives may also have the
effect of lowering the Fund’s return. Such costs may increase as interest rates
rise.
Swap
Agreements Risk. Swap agreements are entered into primarily with major global
financial institutions for a specified period which may range from one day to
more than one year. In a standard swap transaction, two parties agree to
exchange the return (or differentials in rates of return) earned or realized on
particular predetermined reference or underlying securities or instruments. The
gross return to be exchanged or swapped between the parties is calculated based
on a notional amount or the return on or change in value of a particular dollar
amount invested in a reference asset. Swap agreements are generally traded
over-the-counter, and therefore, may not receive regulatory protection, which
may expose investors to significant losses. Swaps in which the Fund invests are
uncleared, non-exchange traded and are cash settled.
The
Fund will be subject to regulatory constraints relating to the level of
value at risk that the Fund may incur through its derivatives portfolio. To the
extent the Fund exceeds these regulatory thresholds over an extended period, the
Fund may determine that it is necessary to make adjustments to the Fund’s
investment strategy and the Fund may not achieve its investment
objective.
Counterparty
Risk.
A
counterparty may be unwilling or unable to make timely payments to meet its
contractual obligations or may fail to return holdings that are subject to the
agreement with the counterparty. If the counterparty or its affiliate becomes
insolvent, bankrupt or defaults on its payment obligations to the Fund, the
value of an investment held by the Fund may decline. Additionally, if any
collateral posted by the counterparty for the benefit of the Fund is
insufficient or there are delays in the Fund’s ability to access such
collateral, the Fund may not be able to achieve its leveraged investment
objective.
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. 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 leveraged investment objective
or may decide to change its leveraged investment
objective.
Rebalancing
Risk.
If
for any reason the Fund is unable to rebalance all or a part of its
portfolio, or if all or a portion of the portfolio is rebalanced incorrectly,
the Fund’s investment exposure may not be consistent with its investment
objective. In these instances, the Fund may have investment exposure to the
Reference Assets that is significantly greater or significantly less than its
stated multiple. The Fund may be more exposed to leverage risk than if it had
been properly rebalanced and may not achieve its investment objective, leading
to significantly greater losses or reduced
gains.
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 value of the Reference Assets at the
market close on the first trading day and the value of the Reference Assets at
the time of purchase. If the Reference Assets gain value, the Fund’s net assets
will rise by the same amount as the Fund’s exposure. Conversely, if the
Reference Assets decline, 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 Reference Assets.
If
there is a significant intra-day market event and/or the securities
experience a significant change in value, the Fund may not meet its investment
objective, may not be able to rebalance its portfolio appropriately, or may
experience significant premiums or discounts, or widened bid-ask spreads.
Additionally, the Fund may close to purchases and sales of Shares prior to the
close of trading on the Exchange and incur significant
losses.
Daily
Correlation Risk.
There is no guarantee that the Fund will achieve a high degree of correlation to
the Reference Assets and therefore achieve its daily leveraged investment
objective. The Fund’s exposure to the Reference Assets is impacted by the
Reference Assets’ movement. Because of this, it is unlikely that the Fund will
be perfectly exposed to the Reference Assets at the end of each day. The
possibility of the Fund being materially over- or under-exposed to the Reference
Assets increases on days when the Reference Assets are volatile near the close
of the trading day. Market disruptions, regulatory restrictions and high
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, illiquid 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, regulatory and tax considerations, which may cause the Fund to
hold (or not to hold) the Reference Assets. The 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 the Reference Assets. 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 the Reference Assets. Additionally, the
Fund’s underlying investments and/or reference assets may trade on markets that
may not be open on the same day as the Fund, which may cause a difference
between the changes in the daily performance of the Fund and changes in the
performance
of the Reference Assets. Any of these factors could decrease the correlation
between the performance of the Fund and the Reference Assets and may hinder the
Fund’s ability to meet its daily leveraged investment objective on or around
that day.
Market
Risk. The
Fund’s investments are subject to changes in general economic conditions,
general market fluctuations and the risks inherent in investment in securities
markets. Investment markets can be volatile and prices of investments can change
substantially due to various factors including, but not limited to, economic
growth or recession, changes in interest rates, changes in the actual or
perceived creditworthiness of issuers, general market liquidity, exchange
trading suspensions and closures, and public health risks. The Fund is subject
to the risk that geopolitical events will disrupt markets and adversely affect
global economies, markets, and exchanges. Local, regional or global events such
as war, acts of terrorism, natural disasters, the spread of infectious illness
or other public health issues, conflicts and social unrest or other events could
have a significant impact on the Fund, its investments, and the Fund’s ability
to achieve its investment objective.
Indirect
Investment Risk. The
Reference Assets are not affiliated with the Trust, the Adviser or any
affiliates thereof and is not involved with this offering in any way, and has no
obligation to consider the Fund in taking any corporate actions that might
affect the value of the Fund. The Trust, the Fund and any affiliate are not
responsible for the performance of the Reference Assets and make no
representation as to the performance of the Reference Assets. Investing in the
Fund is not equivalent to investing in the Reference Assets. Fund shareholders
will not have voting rights or rights to receive dividends or other
distributions or any other rights with respect to the Reference
Assets.
Ether
Market Volatility Risk.
The prices of ether have historically been highly volatile. The value of
the Fund’s leveraged exposure ether – and therefore the value of an
investment in the Fund – could decline significantly and without warning,
including to zero. If you are not prepared to accept significant and
unexpected changes in the value of the Fund and the possibility that you
could lose your entire investment in the Fund you should not invest in the
Fund.
Trading
prices of ether and other digital assets have experienced significant
volatility in recent periods and may continue to do so. For instance, there
were steep increases in the value of certain digital assets, including
ether over the course of 2021, and multiple market observers
asserted that digital assets were experiencing a “bubble.”
These increases were followed by steep drawdowns throughout 2022 in
digital asset trading prices, including for ether. These episodes of rapid
price appreciation followed by steep drawdowns have occurred multiple times
throughout ether’s history, including in 2017-2018 and 2021-2023.
Over the course of 2025, ether prices have continued to
exhibit extreme volatility. Such volatility may
persist.
Ether
Risk.
The Fund’s investments in ether swaps based on the total return of Reference
Assets that seek to replicate the performance of ether exposes the Fund to
the risks associated with an investment in ether because the price of such
swaps is substantially based on the price of ether. Ether is a
relatively new innovation and is subject to unique and
substantial risks. The market for ether is subject to rapid
price swings, changes and uncertainty. A significant portion of the
demand for ether may be the result of speculation. Such speculation
regarding the potential future appreciation of the price of ether may
artificially inflate or deflate the price of ether and increase volatility.
The further development of the Ethereum Network and the acceptance and use
of ether are subject to a variety of factors that are difficult to
evaluate. The slowing, stopping or reversing of the development of the
Ethereum Network or the acceptance of ether may adversely affect the price
and liquidity of ether. Ether is subject to the risk of fraud, theft,
manipulation or security failures, operational or other problems that
impact ether trading platforms. Additionally, if one or a coordinated
group of validators were to gain control of 33% or more of
staked ether, they would have the ability to execute
extensive attacks, manipulate transactions and fraudulently
obtain ether. If such a validator or group of validators were to
gain control of one-third of staked ether, they could halt payments. A
significant portion of ether is held by a small number of holders sometimes
referred to as “whales”. Transactions by these holders may influence the
price of ether.
Ether
generally trades on trading platforms that support trading in a variety of
crypto assets, and such trading platforms may be operating out of compliance
with applicable regulations. Unlike the exchanges for more traditional assets,
such as equity securities and futures contracts, ether and
ether trading venues are largely unregulated. As a result of the lack
of regulation, individuals or groups may engage in fraud or market
manipulation (including using social media to promote ether in a way that
artificially increases the price of ether). Investors may be more exposed
to the risk of theft, fraud and market manipulation than
when investing in more traditional asset classes. Over the
past several years, a
number
of ether trading platforms have been closed due to fraud, failure or
security breaches. Investors in ether may have little or no recourse should
such theft, fraud or manipulation occur and could suffer
significant losses. Crypto asset trading platforms where ether is traded
may become subject to enforcement actions by regulatory
authorities.
The
realization of any of these risks could result in a decline in the
acceptance of ether and consequently a reduction in the value of ether,
ether futures, and the Fund.
Reference
Asset Investing Risk. Issuer-specific
attributes may cause an investment held by the Fund to be more volatile than the
market generally. The value of an individual security or particular type of
security may be more volatile than the market as a whole and may perform
differently from the value of the market as a whole. The following is a summary
of risk factors related to the Reference Assets as identified by the Reference
ETPs in their registration statements – this is not purported to be a complete
list of risks (references to “shares” in this section are to shares of the
Reference ETPs).
Risk
Factors Related to Digital Assets
•Ether
and ether-linked investments are relatively new investments, they present unique
and substantial risks, and investing in ether has been subject to significant
price volatility. The trading prices of many digital assets, including ether,
have experienced extreme volatility in recent periods and may continue to do so.
Extreme volatility in the future, including further declines in the trading
prices of ether, could have a material adverse effect on the value of the shares
and the shares could lose all or substantially all of their value.
•The
value of ether has been and may continue to be deeply speculative such that
trading and investing in ether intraday may not be based on fundamental
analysis. Individuals and organizations holding large amounts of ether known as
“whales” may have the ability to manipulate the price of ether. The value of the
shares is subject to a number of factors relating to the fundamental investment
characteristics of ether as a digital asset, including the fact that digital
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 such as the Ethereum
blockchain. For example, the Ethereum blockchain may be subject to attack by
miners or a group of miners that possess more than 50% of the blockchain’s
hashing power. The value of the Fund’s investments in ether may be adversely
affected by such an attack.
•Digital
assets represent a new and rapidly evolving industry, and the value of the
shares depends on the acceptance of ether.
•Changes
in the governance of a digital asset network may not receive sufficient support
from users and miners, which may negatively affect that digital asset network’s
ability to grow and respond to
challenges.
Risk
Factors Related to the Digital Asset Platforms
•The
value of the Shares relates directly to the value of ether, the value of which
may be highly volatile and subject to fluctuations due to a number of factors.
•The
Reference ETPs (defined to be the exchange traded product that tracks the price
of ether) has a limited history, the Reference ETPs price could fail to track
the global ether price, and a failure of the Reference ETP price could adversely
affect the value of the shares.
•Proposed
changes to the Ethereum blockchain protocol may not be adopted by a sufficient
number of users and miners, which may result in competing blockchains with
different native crypto assets and sets of participants (known as a “fork”). The
value of an investment in the Fund may be negatively impacted by a temporary or
permanent “fork”.
•Ethereum
blockchain protocol may contain flaws that can be exploited by attackers and
which may adversely affect the value of ether and the Fund’s investments. Flaws
in the source code for digital assets have been exploited including flaws that
disabled some functionality for users, exposed users’ personal information
and/or resulted in the theft of users’ digital assets. The cryptography
underlying ether could prove to be flawed or ineffective, or developments in
mathematics and/or technology, including advances in digital computing,
algebraic geometry and quantum computing, could result in such cryptography
becoming ineffective. In any of these circumstances, a malicious actor may be
able to compromise the security of the ether network or take the Trust’s ether,
which would adversely affect the value of the Fund. Exposure of ether to
instability in other speculative parts of the blockchain and crypto industry,
such as through an event
that
is not necessarily related to the security or utility of Ethereum blockchain can
nonetheless precipitate a significant decline in the price of ether and an
investment in the Fund.
•Smart
contracts running on the Ethereum blockchain, though designed to be
self-executing and secure, can be, and have been, exploited by hackers. One
incident occurred in June 2016 when The DAO, an early Ethereum-based project,
suffered a major security breach. A hacker exploited a vulnerability in The
DAO’s code, resulting in the theft of around $60 million worth of ether. To
address the breach, the Ethereum community decided to implement a hard fork,
effectively reversing the hack by restoring the stolen funds to a separate smart
contract. This decision was controversial, leading to a split in the Ethereum
community. As a result, two blockchains were formed: Ethereum (ETH), which
continued with the hard fork, and Ethereum Classic (ETC), which maintained the
original chain without the intervention. This hard fork highlighted the risks of
smart contract vulnerabilities and sparked ongoing debates about immutability,
security, and governance within the Ethereum ecosystem.
•Ether
has only recently become selectively accepted as a means of payment by retail
and commercial outlets, and use of ether by consumers to pay such retail and
commercial outlets remains limited. Banks and other established financial
institutions may refuse to process funds for ether transactions; process wire
transfers to or from digital asset platforms, ether-related companies or service
providers; or maintain accounts for persons or entities transacting in ether.
Processing of ether transactions may be slow, transaction fees may be subject to
significant variability. As a result, the prices of ether may be influenced to a
significant extent by speculators and miners, thus contributing to price
volatility that makes retailers less likely to accept it as a form of payment in
the future.
•While
Ethereum is the oldest and largest smart contract-compatible blockchain, the
Ethereum network has historically faced challenges during periods of high
congestion. These challenges include significant fee spikes due to increased
demand for limited block space. In response, alternative layer-1 blockchains
with smart contract functionality have emerged to address Ethereum’s speed and
scalability issues. Examples of these blockchains include Solana, BNB Chain,
TRON, and Avalanche, which offer faster transaction processing and lower fees
than Ethereum, potentially threatening its market share in the
future.
•Layer
2 refers to a series of different protocols that facilitate the creation of
smart contracts and decentralized applications (dApps) on top of the core
Ethereum blockchain. Through various means, smart contracts and
transactions are largely executed outside of the ether main chain. However,
this is achieved while maintaining the full network security of the core layer 1
chain.
•Further
developments in blockchain for its intended purpose may depend on Layer 2
scaling solutions (“Layer 2 Solutions”). Layer 2 Solutions are protocols
that allow developers to build applications with faster transaction ability and
cheaper costs than if they were to build on the layer 1 chain, which refers to
decentralized applications built on the ether main chain. Transactions executed
on a Layer 2 network settle on the Ethereum blockchain. There are various types
of scaling solutions for ether that will assist in the implementation of Layer 2
Solutions. For ether to be suitable for global enterprise and mass
adoption, there first needs to be improvements that facilitate scaling and
transaction speed to keep up with user demand, and accommodating the various
types of users and transaction requests. These exist separately from ether’s
network and their primary purpose is to allow for faster transactions. Since
these Layer 2 Solutions are recorded off of the ether network this results in
slower verification times for these transactions, and users may be subject to
manipulation of the transaction data by unauthorized parties. This may result in
users and retailers less likely to accept ether as a form of payment, and cause
a decrease in the value of ether and the performance of the
Fund.
Risk
Factors Related to the Reference ETPs and Their Shares
•If
the process of creation and redemption of baskets encounters any unanticipated
difficulties, the possibility for arbitrage transactions by authorized
participants intended to keep the price of the shares closely linked to the
price of ether 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 authorized participants.
•Security
threats to the Reference ETPs’ account at the custodian could result in the
halting of the Reference ETPs’ operations and a loss of the Reference ETPs
assets or damage to the reputation of the Reference ETPs, each of which could
result in a reduction in the value of the
shares.
•The
price used to calculate the value of the Reference ETPs’ ether may be volatile,
adversely affecting the value of the shares.
•Ether
transactions are irrevocable and stolen or incorrectly transferred ether may be
irretrievable. As a result, any incorrectly executed ether transactions could
adversely affect the value of the shares.
•If
the Reference ETPs’ the custodian agreement is terminated or its custodian fails
to provide services as required, the Reference ETPs may need to find and appoint
a replacement custodian, which could pose a challenge to the safekeeping of the
Reference ETPs’ ethers, and the Reference ETPs’ 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
Reference ETPs’ prime execution agent could adversely impact the Reference ETPs’
ability to create or redeem baskets, or could cause losses to the Reference
ETPs.
Risk
Factors Related to the Regulation of the Reference ETPs and Their
Shares
•There
are risks regarding new or changing laws and regulations that may affect the use
of blockchain technology and/or investments in crypto assets. Digital asset
platforms in the U.S. exist in a state of regulatory uncertainty, and adverse
legislative or regulatory developments could significantly harm the value of
ether or the Shares, such as by banning, restricting or imposing onerous
conditions or prohibitions on the use of ether, mining activity, digital
wallets, the provision of services related to trading and custodying ether, the
operation of the ether network, or the digital asset platforms generally.
Accordingly, future regulatory changes may have a material adverse impact on the
Fund’s investments and its ability to implement its investment
strategy.
•If
regulators subject the Reference ETPs to regulation as a money services business
(“MSB”) or money transmitter, this could result in extraordinary expenses to the
Reference ETPs and also result in decreased liquidity for the
Shares.
•Regulatory
changes or interpretations could obligate an Authorized Participant or the
Reference ETPs to register and comply with new regulations, resulting in
potentially extraordinary, nonrecurring expenses to the Trust.
•The
treatment of digital assets for U.S. federal, state and local income tax
purposes is
uncertain.
Crypto
Asset Risk.
The
Fund has exposure to the crypto asset platforms as a result of the Reference
Assets attempting to reflect generally the performance of the price of ether
before payment of its expenses and liabilities. A crypto asset operates without
central authority or banks and is not backed by any government. Crypto assets
are often referred to as a “virtual asset” or “digital asset,” and operate as a
decentralized, peer-to-peer financial trading platform and value storage that is
used like money. A crypto asset is also not a legal tender. Federal, state or
foreign governments may restrict the use and exchange of a crypto asset, and
regulation in the U.S. is still developing. Further, the spot markets for crypto
assets are fragmented and lack regulatory compliance and/or oversight. Crypto
asset platforms may stop operating or permanently shut down due to fraud,
technical glitches, hackers or malware. The Fund’s indirect exposure to crypto
assets such as ether may be affected by the high volatility associated with such
crypto asset exposure. Future regulatory actions or policies may limit the
ability to sell, exchange or use crypto assets, thereby impairing their prices.
Crypto asset trading platforms on which ether trades, and which may serve as a
pricing source for valuation of spot ether held by the Reference ETPs may be
subject to enforcement actions by regulatory
authorities.
Index
Performance Risk.
An index used as a Reference Asset by the Fund may underperform other asset
classes and may underperform other similar indexes. An index used by the Fund
will be maintained by a third party provider unaffiliated with a Fund or the
Adviser. There can be no guarantee that the methodology underlying a particular
index or the daily calculation of the index will be free from error. Changes to
the index methodology or changes to the digital asset trading platforms included
in the index may impact the value of the Index may cause the Fund to experience
increased volatility and adversely impact the Fund’s ability to meet its
investment objective.
Industry
Concentration Risk. The Fund will be concentrated in the industry to which the
Reference Assets are assigned (i.e., hold more than 25% of its total assets in
investments that provide exposure to ether). A portfolio concentrated in a
particular industry may present more risks than a portfolio broadly diversified
over several industries.
Subsidiary
Investment Risk. Changes
in the laws of the United States and/or the Cayman Islands, under which the Fund
and the T-Rex
2X Long Ether Subsidiary
are organized, respectively, could result in the inability of the Fund to
operate as
intended
and could negatively affect the Fund and its shareholders. The T-Rex
2X Long Ether Subsidiary
is not registered under the 1940 Act and is not subject to all the investor
protections of the 1940 Act. Thus, the Fund, as an investor in the T-Rex
2X Long Ether Subsidiary,
will not have all the protections offered to investors in registered investment
companies.
Fixed
Income Securities Risk.
When the Fund invests in fixed income securities, the value of your investment
in the Fund will fluctuate with changes in interest rates. Typically, a rise in
interest rates causes a decline in the value of fixed income securities owned by
the Fund. In general, the market price of fixed income securities with longer
maturities will increase or decrease more in response to changes in interest
rates than shorter-term securities. Other risk factors include credit risk (the
debtor may default), extension risk (an issuer may exercise its right to repay
principal on a fixed rate obligation held by the Fund later than expected), and
prepayment risk (the debtor may pay its obligation early, reducing the amount of
interest payments). These risks could affect the value of a particular
investment by the Fund, possibly causing the Fund’s share price and total return
to be reduced and fluctuate more than other types of
investments.
Money
Market Instrument Risk.
The
Fund may use a variety of money market instruments for cash management
purposes, including money market funds and depositary accounts. Money market
funds may be subject to credit risk with respect to the debt instruments in
which they invest. Depository accounts may be subject to credit risk with
respect to the financial institution in which the depository account is held.
Money market instruments may lose
money.
Liquidity
Risk.
Holdings
of the Fund may be difficult to buy or sell or may be illiquid,
particularly during times of market turmoil. Illiquid securities may be
difficult to value, especially in changing or volatile markets. If the Fund is
forced to buy or sell an illiquid security or derivative instrument at an
unfavorable time or price, the Fund may be adversely impacted. Certain market
conditions or restrictions may prevent the Fund from limiting losses, realizing
gains or achieving a high correlation with the Reference Assets. There is no
assurance that a security or derivative instrument that is deemed liquid when
purchased will continue to be liquid. Market illiquidity may cause losses for
the Fund. To the extent that the Reference ETPs’ value increases or decreases
significantly, the Fund may be one of many market participants that are
attempting to transact in the Reference ETPs. Under such circumstances, the
market for securities of the Reference ETPs may lack sufficient liquidity for
all market participants trades. Therefore, the Fund may have more difficulty
transacting in the Reference ETPs or financial instruments and the Fund’s
transactions could exacerbate the price changes of the Reference Assets and
may impact the ability of the Fund to achieve its investment
objective.
In
certain cases, the market for certain securities in the Reference Assets and/or
Fund may lack sufficient liquidity for all market participants’ trades.
Therefore, the Fund may have difficulty transacting in it and/or in correlated
investments, such as swap contracts. Further, the Fund’s transactions could
exacerbate illiquidity and volatility in the price of a Reference ETP and
correlated derivative instruments.
Early
Close/Trading Halt Risk. Although
a Reference ETP’s shares are listed for trading on an exchange, there can
be no assurance that an active trading market for such shares will be available
at all times. An exchange or market may close or issue trading halts on specific
securities or financial instruments, including the shares of the Fund. Under
such circumstances, the ability to buy or sell certain portfolio securities or
financial instruments may be restricted, which may result in the Fund being
unable to buy or sell investments for its portfolio, may disrupt the Fund’s
creation/redemption process and may temporarily prevent investors from buying
and selling shares of the Fund. In addition, the Fund may be unable to
accurately price its investments, may fail to achieve performance that is
correlated with the Reference Assets and may incur substantial losses. If there
is a significant intra-day market event and/or the Reference Assets experiences
a significant price increase or 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
Cboe BZX and incur significant
losses.
Equity
Securities Risk. Publicly
issued equity securities, including common stocks, are subject to market risks
that may cause their prices to fluctuate over time. Fluctuations in the value of
equity securities in which the Fund invests, and/or has exposure to, will cause
the net asset value of the Fund to
fluctuate.
Cash
Transaction Risk.
The Fund intends to effect creations and redemptions for cash rather than for
in-kind securities. As a result, the Fund may not be tax efficient and may incur
brokerage costs related to buying and selling securities to achieve its
investment objective thus incurring additional expenses than if it had effected
creations and redemptions in kind. To the extent that such costs are not offset
by transaction fees paid by an authorized participant, the Fund may bear such
costs, which will decrease the Fund’s net asset
value.
Tax
Risk. The
Fund will qualify as a regulated investment company (a “RIC”) for tax purposes
if, among other things, it satisfies a source-of-income test and an
asset-diversification test. Investing in ether (or any other digital asset) or
derivatives based upon ether (or any other digital asset) presents a risk for
the Fund because income from such investments may not qualify as good income
under the source-of-income test. The Fund will not invest directly in ether or
any other digital assets, but it will gain exposure to ether through investments
in the T-Rex
2X Long Ether Subsidiary,
which is intended to provide the Fund with exposure to ether returns while
enabling the Fund to satisfy source-of-income requirements. There is some
uncertainty about how the T-Rex
2X Long Ether Subsidiary will be treated for tax purposes and thus whether the Fund can
maintain exposure to ether returns without risking its status as a RIC for tax
purposes. Failing to qualify as a RIC for tax purposes could have adverse
consequences for the Fund and its shareholders. These issues are described in
more detail in the section entitled “ADDITIONAL INFORMATION ABOUT RISK – Tax
Risk” below, as well as in the Fund’s SAI.
Non-Diversification
Risk. The
Fund is classified as “non-diversified” under the Investment Company Act of
1940, as amended. This means it has the ability to invest a relatively high
percentage of its assets in the securities of a small number of issuers or in
financial instruments with a single counterparty or a few counterparties. This
may increase the Fund’s volatility and increase the risk that the Fund’s
performance will decline based on the performance of a single issuer or the
credit of a single counterparty and make the Fund more susceptible to risks
associated with a single economic, political or regulatory occurrence than a
diversified fund.
ETF
Risks.
The Fund is an exchange-traded fund, and, as a result of an ETF’s structure, it
is exposed to the following risks:
•Authorized
Participants, Market Makers, and Liquidity Providers Limitation
Risk. The Fund has a limited number of financial institutions that may
act as Authorized Participants (“APs”). In addition, there may be a limited
number of market makers and/or liquidity providers in the marketplace. To the
extent either of the following events occur, Shares may trade at a material
discount to NAV and possibly face delisting: (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.
•Cash
Redemption Risk.
The Fund intends to redeem Shares for cash or to otherwise include cash as part
of its redemption proceeds. 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.
•Costs
of Buying or Selling Shares.
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. 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 and volatility
in the Fund’s portfolio holdings, 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. If an investor
purchases Shares at a time when the market price is at a premium to the NAV of
the Shares or sells at a time when the market price is at a discount to the NAV
of the Shares, then the investor may sustain losses that are in addition to any
losses caused by a decrease in NAV.
•Trading.
Although Shares are listed for trading on a national securities exchange, and
may be traded on other U.S. exchanges, 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 Fund Shares.
New
Fund Risk. As
of the date of this prospectus, the Fund has limited operating history and
currently has fewer assets than larger funds. Although the Fund is new, the
structure of providing long leveraged exposure to the price of ether is not
necessarily a new strategy as similar leveraged funds, such as those that
primarily invest in cash settled futures contracts, currently trade on the
Chicago Mercantile Exchange. Like other new funds, large inflows and outflows
may impact the Fund’s market exposure for limited periods of time. This impact
may be positive or negative, depending on the direction of market movement
during the period affected.
The
Shares will change in value, and you could lose money by investing in the Fund.
The Fund may not achieve its investment objective.
Performance
History
The bar chart and table below provide some indication of the
risks of investing in the Fund. The bar chart shows the Fund’s changes in
performance from year to year, and the table shows how the Fund’s average annual
returns for the time periods indicated as compared with those of a broad measure
of market performance. Investors
should be aware that past performance (before and after taxes) is not
necessarily an indication of how the Fund will perform in the
future.
Updated
performance information for the Fund, including its current net asset value per
share, is available by calling toll-free at (833)
759-6110.
Annual Total Returns
(calendar year ended 12/31)
During
the period shown, the highest quarterly
return was 134.08% (quarter ended
September 30,
2025) and the lowest quarterly
return was -75.58% (quarter ended
March 31,
2025).
|
|
|
|
|
|
|
|
| |
|
|
One
Year |
Since
Inception(1) |
|
Return
Before Taxes |
(62.39)% |
(36.80)% |
|
Return
After-Taxes on Distributions |
(62.38)% |
(36.81)% |
|
Return
After-Taxes on Distributions and Sale of Fund
Shares |
(36.93)% |
(27.73)% |
|
S&P
500 Index (reflects no deduction for fees, expenses or
taxes) |
17.88% |
16.49% |
(1)The
Fund commenced operations on October 25, 2024.
Investment
Adviser
Tuttle
Capital Management, LLC (“Tuttle” or the “Adviser”) is the investment adviser to
the Fund.
Portfolio
Manager
Matthew
Tuttle, Chief Executive Officer of the Adviser, has served as the Fund’s
portfolio manager since its inception.
Purchase
and Sale of Fund Shares
The
Fund will issue (or redeem) shares to certain institutional investors (typically
market makers or other broker-dealers) only in large blocks of at least 10,000
shares known as “Creation Units.” Creation Unit transactions are typically
effected in cash, but the Fund reserves the right to accept in-kind securities.
Individual shares may only be purchased and sold on a national securities
exchange through a broker-dealer. You can purchase and sell individual shares of
the Fund throughout the trading day like any publicly traded security. The
Fund’s shares are listed on the Exchange (i.e.,
Cboe BZX). The price of the Fund’s shares is based on market price, and because
exchange-traded fund shares trade at market prices rather than NAV, shares may
trade at a price greater than NAV (premium) or less than NAV (discount). When
buying or selling shares through a broker, most investors will incur customary
brokerage commissions and charges and you may pay some or all of the spread
between the bid and the offered prices in the secondary market for shares.
Except when aggregated in Creation Units, the Fund’s shares are not redeemable
securities. Recent information regarding the Fund, including its NAV, market
price, premiums and discounts, and bid/ask spreads, is available on the Fund’s
website at www.rexshares.com.
Tax
Information
The
Fund’s distributions will be taxed as ordinary income or capital gain, unless
you are investing through a tax-deferred arrangement, such as a 401(k) plan or
an individual retirement account, in which case withdrawals from such an
arrangement generally will be taxed.
Payments
to Broker-Dealers and Other Financial Intermediaries
If
you purchase shares of the Fund through a broker-dealer or other financial
intermediary (e.g.,
a bank), the Fund and its related companies may pay the intermediary for the
sale of Fund shares and related services. These payments may create a conflict
of interest by influencing the broker-dealer or other financial intermediary and
your salesperson to recommend the Fund over another investment. Ask your
salesperson or visit your financial intermediary’s website for more
information.
ADDITIONAL
INFORMATION ABOUT THE FUNDS’ INVESTMENTS
T-Rex
2X Long Bitcoin Daily Target ETF
The
T-Rex 2X Long Bitcoin Daily Target ETF, under normal circumstances, invests at
least 80% of its net assets (plus any borrowings for investment purposes) in
financial instruments that are designed to provide, in the aggregate, 200%
exposure to the price performance of the Reference Assets on a daily basis. This
policy may be changed by the Board without shareholder approval upon sixty (60)
days’ written notice to shareholders.
The
Fund will enter into one or more swap agreements with major global
financial institutions whereby the Fund and the global financial institution
will agree to exchange the return earned on an investment by the Fund in the
Reference Assets that is equal, on a daily basis, to 200% of the value of the
Fund’s net assets. The Adviser attempts to consistently apply leverage to obtain
the Reference Assets exposure for the Fund equal to 200% of the value of its net
assets and expects to rebalance the Fund’s holdings daily to maintain such
exposure. As a result of its investment strategies, the Fund will be
concentrated in the industry to which the Reference Assets are assigned
(i.e.,
hold 25% or more of its total assets in investments that provide leveraged
exposure in the industry to which the Reference Assets are assigned). As of the
date of this prospectus, the Reference Assets are assigned to the crypto asset
industry. Although Bitcoin and similar crypto assets have been called
“cryptocurrencies”, they are not widely accepted as a means of payment.
T-Rex
2X Inverse Bitcoin Daily Target ETF
The
T-Rex 2X Inverse Bitcoin Daily Target ETF, under normal circumstances, invests
at least 80% of its net assets (plus any borrowings for investment purposes) in
financial instruments that are designed to provide, in the aggregate, 200%
inverse (opposite) exposure to the price performance of the Reference Assets on
a daily basis. This policy may be changed by the Board without shareholder
approval upon sixty (60) days’ written notice to shareholders.
The
Fund will enter into one or more swap agreements with major global
financial institutions whereby the Fund and the global financial institution
will agree to exchange the return earned on an investment by the Fund in the
Reference Assets that is equal, on a daily basis, to -200% of the value of the
Fund’s
net assets. The Adviser attempts to consistently apply leverage to obtain short
the Reference Assets exposure for the Fund equal to -200% of the value of its
net assets and expects to rebalance the Fund’s holdings daily to maintain such
exposure. As a result of its investment strategies, the Fund will be
concentrated in the industry to which the Reference Assets are assigned
(i.e.,
hold 25% or more of its total assets in investments that provide inverse
exposure in the industry to which the Reference Assets are assigned). As of the
date of this prospectus, the Reference Assets are assigned to the crypto asset
industry. Although Bitcoin and similar crypto assets have been called
“cryptocurrencies”, they are not widely accepted as a means of payment.
T-Rex
2X Long Ether Daily Target ETF
The
T-Rex 2X Long Ether Daily Target ETF, under normal circumstances, invests at
least 80% of its net assets (plus any borrowings for investment purposes) in
financial instruments that are designed to provide, in the aggregate, 200%
exposure to the price performance of the Reference Assets on a daily basis. This
policy may be changed by the Board without shareholder approval upon sixty (60)
days’ written notice to shareholders.
The
Fund will enter into one or more swap agreements with major global
financial institutions whereby the Fund and the global financial institution
will agree to exchange the return earned on an investment by the Fund in the
Reference Assets that is equal, on a daily basis, to 200% of the value of the
Fund’s net assets. The Adviser attempts to consistently apply leverage to obtain
the Reference Assets exposure for the Fund equal to 200% of the value of its net
assets and expects to rebalance the Fund’s holdings daily to maintain such
exposure. As a result of its investment strategies, the Fund will be
concentrated in the industry to which the Reference Assets are assigned
(i.e.,
hold 25% or more of its total assets in investments that provide leveraged
exposure in the industry to which the Reference Assets are assigned). As of the
date of this prospectus, the Reference Assets are assigned to the crypto asset
industry. Although ether and similar crypto assets have been called
“cryptocurrencies”, they are not widely accepted as a means of payment.
With
respect to each Fund, swap agreements are entered into primarily with major
global financial institutions for a specified period which may range from one
day to more than one year. In a standard swap transaction, two parties agree to
exchange the return (or differentials in rates of return) earned or realized on
particular predetermined reference or underlying securities or instruments. The
gross return to be exchanged or swapped between the parties is
calculated
based on a notional amount or the return on or change in value of a particular
dollar amount invested in a reference asset. Swap agreements are generally
traded over-the-counter, and therefore, may not receive regulatory protection,
which may expose investors to significant losses. Swaps in which the Fund
invests are uncleared, non-exchange traded and are cash settled.
T-REX
2X Long Bitcoin Daily Target ETF
T-REX
2X Long Ether Daily Target ETF
(Each
a “2X Long ETF” or collectively, the “2X Long ETFs”);
T-REX
2X Inverse Bitcoin Daily Target ETF
(A
“2X Inverse ETF” ”) (a “Fund”).
The
Funds do not seek to achieve their stated investment objective for a period of
time different than a trading day. The Funds’ investment objectives may be
changed by the Board of Trustees (the “Board”) of World Funds Trust (the
“Trust”) without shareholder approval upon sixty (60) days’ written notice to
shareholders. Unless otherwise noted, all other policies of the Funds may be
changed without shareholder approval. Each Fund reserves the right to substitute
a different ETF, exchange traded product, index, or security for the Reference
Asset.
The
Funds are not suitable for all investors. The Funds are designed to be utilized
only by sophisticated investors, such as traders and active investors
employing dynamic strategies. Such investors are expected to monitor and manage
their portfolios frequently. Investors in the Funds should: (a) understand the
risks associated with the use of leverage; (b) understand the consequences of
seeking daily leveraged investment results; and (c) intend to actively monitor
and manage their investments. Investors who do not understand the Funds or do
not intend to actively manage their funds and monitor their investments should
not buy the Funds.
There
is no assurance that the Funds will achieve their investment objective and an
investment in a Fund could lose money. No single Fund is a complete
investment program.
Losses
or negative impacts to a Fund pursuing a long-levered strategy due to declines
in the price of Bitcoin or ether would have a positive impact the price of a
Fund pursuing an inverse levered strategy. Alternatively, developments that
would cause an increase in the price of Bitcoin or ether would adversely impact
the price of a Fund pursuing an inverse levered strategy, while positively
impacting the price of a Fund pursuing a long-levered strategy.
ETFs
are funds that trade like other publicly traded securities. Unlike shares of a
mutual fund, which can be bought and redeemed from the issuing fund by all
shareholders at a price based on NAV, shares of the Funds may be purchased or
redeemed directly from the Funds at NAV solely by Authorized Participants and
only in aggregations of a specified number of shares Creation Units. Also,
unlike shares of a mutual fund, shares of the Funds are listed on a national
securities exchange and trade in the secondary market at market prices that
change throughout the day.
Each
Fund will enter into swap agreements with respect to its Reference Assets with
major global financial institutions for a specified period ranging from one day
to more than one year whereby the Funds and the global financial institution
will agree to exchange the return earned or realized on the Reference Asset (or
the inverse of such return). The gross returns to be exchanged or “swapped”
between the parties is calculated with respect to a “notional amount,” e.g., the
return on or change in value of a particular dollar amount representing the
Reference Assets.
Each
trading day the Adviser adjusts the 2X Long ETF’s exposure to its Reference
Assets such that the notional exposure of all swaps equals 200% of the ETF’s
aggregate net asset value. The impact of market movements during the day
determines whether the total notional swap exposure needs to be increased or
decreased. If the price of the Reference Assets has risen on a given day, the
value of the Fund’s net assets should rise, meaning its total notional swap
exposure will typically need to be increased. Conversely, if the price of the
Reference Assets has fallen on a given day, the value of the Fund’s net assets
should fall, meaning its total notional swap exposure will typically need to be
reduced.
Each
trading day the Adviser adjusts the 2X Inverse ETF’s exposure to its Reference
Assets such that the notional exposure of all swaps equals -200% of the ETF’s
aggregate net asset value. The impact of market movements during the day
determines whether the total notional swap exposure needs to be increased or
decreased. If the price of the
Reference
Assets has fallen on a given day, the value of the Fund’s net assets should
rise, meaning its total notional swap exposure will typically need to be
increased. Conversely, if the price of the Reference Assets has risen on a given
day, the value of the Fund’s net assets should fall, meaning its total notional
swap exposure will typically need to be reduced.
The
time and manner in which each Fund rebalances its portfolio may vary from day to
day at the sole discretion of the Adviser depending upon market conditions and
other circumstances. Generally, at or near the close of the market at each
trading day, each Fund will position its portfolio to ensure that the Fund’s
exposure to its Reference Assets is consistent with its stated investment
objective. Each Fund reviews its notional exposure under each of its swap
agreements, which reflects the extent of the Fund’s total investment exposure
under the swap, to ensure that the Fund’s exposure is in-line with its stated
investment objective. The gross returns to be exchanged are calculated with
respect to the notional amount and the Reference Assets’ returns to which the
swap is linked. Swaps are typically closed out on a net basis. Thus, while the
notional amount reflects a Fund’s total investment exposure under the swap, the
net amount is the Fund’s current obligations (or rights) under the swap. That is
the amount to be paid or received under the agreement based on the relative
values of the positions held by each party to the agreement. If for any reason a
Fund is unable to rebalance all or a portion of its portfolio, or if all or a
portion of the portfolio is rebalanced incorrectly, a Fund’s investment exposure
may not be consistent with the Fund’s investment objective. As a result, a Fund
may be more or less exposed to leverage risk than if it had been properly
rebalanced and may not achieve its investment objective. To the extent that a
Fund needs to “roll” its swap positions (i.e., enter into new swap positions
with a later expiration date as the current positions approach expiration), it
could be subjected to increased costs, which could negatively impact the Fund’s
performance.
Additionally,
the Funds may invest a portion of its portfolio depending on the amount of
collateral required by the Fund’s counterparties in (1) U.S. Government
securities, such as bills, notes and bonds issued by the U.S. Treasury; (2)
money market funds; (3) short term bond ETFs and/or (4) corporate debt
securities, such as commercial paper and other short-term unsecured promissory
notes issued by businesses that are rated investment grade or of comparable
quality.
THE
T-REX 2X LONG BITCOIN DAILY TARGET ETF, T-REX 2X INVERSE BITCOIN DAILY TARGET
ETF, T-REX 2X LONG ETHER DAILY TARGET ETF, WORLD FUNDS TRUST, AND TUTTLE CAPITAL
MANAGEMENT, LLC ARE NOT AFFILIATED WITH BITCOIN, ETHER, ANY OF THE
REFERENCE ASSETS, OR REX SHARES, LLC.
Description
of Bitcoin, the Bitcoin Blockchain, relationship of Bitcoin to the Bitcoin
Blockchain.
Digital
asset networks, including the Bitcoin peer-to-peer network and associated
blockchain ledger (the “Bitcoin blockchain” and together the “Bitcoin network”)
were introduced within the past 15 years. Bitcoin is a digital asset that is
created and transmitted through the operations of the peer-to-peer Bitcoin
network, a decentralized network of computers that operates on cryptographic
protocols. Bitcoin and the Bitcoin blockchain are designed to serve as an
alternative payment system. No single entity owns or operates the Bitcoin
network, the infrastructure of which is collectively maintained by its user
base. The Bitcoin network allows people to exchange tokens of value, called
Bitcoin, which are recorded on a public transaction ledger known as the Bitcoin
blockchain. Bitcoin can be used to pay for goods and services, or it can be
converted to fiat currencies, such as the U.S. dollar, at rates determined on
Bitcoin platforms that enable trading in Bitcoin or in individual
end-user-to-end-user transactions under a barter system. Although Bitcoin and
similar crypto assets have been called “cryptocurrencies”, they are not widely
accepted as a means of payment.
The
Bitcoin network is commonly understood to be decentralized and does not require
governmental authorities or financial institution intermediaries to create,
transmit or determine the value of Bitcoin. Rather, Bitcoin is created and
allocated by the Bitcoin network protocol through a “mining” process. The value
of Bitcoin is determined by the supply of and demand for Bitcoin on Bitcoin
platforms or in private end-user-to-end-user transactions.
New
Bitcoin are created and rewarded to the miners of a block in the Bitcoin
blockchain for verifying transactions. The Bitcoin blockchain is a shared
database that includes all blocks that have been solved by miners and it is
updated to include new blocks as they are solved. Each Bitcoin transaction is
broadcast to the Bitcoin network and, when included in a block, recorded in the
Bitcoin blockchain. As each new block records outstanding Bitcoin transactions,
and outstanding transactions are settled and validated through such recording,
the Bitcoin blockchain represents a complete, transparent and unbroken history
of all transactions of the Bitcoin network.
History
of Bitcoin
The
Bitcoin network was initially contemplated in a white paper that also described
Bitcoin and the operating software to govern the Bitcoin network. The white
paper was purportedly authored by Satoshi Nakamoto. However, no individual with
that name has been reliably identified as Bitcoin’s creator, and the general
consensus is that the name is a pseudonym for the actual inventor or inventors.
The first Bitcoins were created in 2009 after Nakamoto released the Bitcoin
network source code (the software and protocol that created and launched the
Bitcoin network). The Bitcoin network has been under active development since
that time by a loose group of software developers who have come to be known as
core developers.
Overview
of Bitcoin Network Operations
In
order to own, transfer or use Bitcoin directly on the Bitcoin network (as
opposed to through an intermediary, such as a platform), a person generally must
have internet access to connect to the Bitcoin network. Bitcoin transactions may
be made directly between end-users without the need for a third-party
intermediary. To prevent the possibility of double-spending Bitcoin, a user must
notify the Bitcoin network of the transaction by broadcasting the transaction
data to its network peers. The Bitcoin network provides confirmation against
double-spending by memorializing every transaction in the Bitcoin blockchain,
which is publicly accessible and transparent. This memorialization and
verification against double-spending is accomplished through the Bitcoin network
mining process, which adds “blocks” of data, including recent transaction
information, to the Bitcoin blockchain.
Overview
of Bitcoin Transfers
Prior
to engaging in Bitcoin transactions directly on the Bitcoin network, a user
generally must first install on its computer or mobile device a Bitcoin network
software program that will allow the user to generate a private and public key
pair associated with a Bitcoin address commonly referred to as a “wallet.” The
Bitcoin network software program and the Bitcoin address also enable the user to
connect to the Bitcoin network and transfer Bitcoin to, and receive Bitcoin
from, other users.
Each
Bitcoin network address, or wallet, is associated with a unique “public key” and
“private key” pair. To receive Bitcoin, the Bitcoin recipient must provide its
public key to the party initiating the transfer. This activity is analogous to a
recipient for a transaction in U.S. dollars providing a routing address in wire
instructions to the payor so that cash may be wired to the recipient’s account.
The payor approves the transfer to the address provided by the recipient by
“signing” a transaction that consists of the recipient’s public key with the
private key of the address from where the payor is transferring the Bitcoin. The
recipient, however, does not make public or provide to the sender its related
private key.
Neither
the recipient nor the sender reveals their private keys in a transaction because
the private key authorizes transfer of the funds in that address to other users.
Therefore, if a user loses his private key, the user may permanently lose access
to the Bitcoin contained in the associated address. Likewise, Bitcoin is
irretrievably lost if the private key associated with them is deleted and no
backup has been made. When sending Bitcoin, a user’s Bitcoin network software
program must validate the transaction with the associated private key. The
resulting digitally validated transaction is sent by the user’s Bitcoin network
software program to the Bitcoin network to allow transaction
confirmation.
Some
Bitcoin transactions are conducted “off-blockchain” and are therefore not
recorded in the Bitcoin blockchain. Some “off-blockchain transactions” involve
the transfer of control over, or ownership of, a specific digital wallet holding
Bitcoin or the reallocation of ownership of certain Bitcoin in a digital wallet
containing assets owned by multiple persons, such as a digital wallet maintained
by a digital assets platform. In contrast to on-blockchain transactions, which
are publicly recorded on the Bitcoin blockchain, information and data regarding
off-blockchain transactions are generally not publicly available. Therefore,
off-blockchain transactions are not truly Bitcoin transactions in that they do
not involve the transfer of transaction data on the Bitcoin network and do not
reflect a movement of Bitcoin between addresses recorded in the Bitcoin
blockchain. For these reasons, off-blockchain transactions are subject to risks
as any such transfer of Bitcoin ownership is not protected by the protocol
behind the Bitcoin network or recorded in, and validated through, the blockchain
mechanism.
Summary
of a Bitcoin Transaction
In
a Bitcoin transaction directly on the Bitcoin network between two parties (as
opposed to through an intermediary, such as a platform or a custodian), the
following circumstances must initially be in place: (i) the party seeking to
send Bitcoin must have a Bitcoin network public key, and the Bitcoin network
must recognize that public key as having sufficient Bitcoin for the transaction;
(ii) the receiving party must have a Bitcoin network public key; and (iii) the
spending party must have internet access with which to send its spending
transaction.
The
receiving party must provide the spending party with its public key and allow
the Bitcoin blockchain to record the sending of Bitcoin to that public key.
After the provision of a recipient’s Bitcoin network public key, the spending
party must enter the address into its Bitcoin network software program along
with the number of Bitcoin to be sent. The number of Bitcoin to be sent will
typically be agreed upon between the two parties based on a set number of
Bitcoin or an agreed upon conversion of the value of fiat currency to Bitcoin.
Since every computation on the Bitcoin network requires the payment of Bitcoin,
including verification and memorialization of Bitcoin transfers, there is a
transaction fee involved with the transfer, which is based on computation
complexity and not on the value of the transfer and is paid by the payor with a
fractional number of Bitcoin.
After
the entry of the Bitcoin network address, the number of Bitcoin to be sent and
the transaction fees, if any, to be paid, will be transmitted by the spending
party. The transmission of the spending transaction results in the creation of a
data packet by the spending party’s Bitcoin network software program, which is
transmitted onto the decentralized Bitcoin network, resulting in the
distribution of the information among the software programs of users across the
Bitcoin network for eventual inclusion in the Bitcoin blockchain.
Bitcoin
network miners record transactions when they solve for and add blocks of
information to the Bitcoin blockchain. When a miner solves for a block, it
creates that block, which includes data relating to (i) the solution to the
block, (ii) a reference to the prior block in the Bitcoin blockchain to which
the new block is being added and (iii) transactions that have occurred but have
not yet been added to the Bitcoin blockchain. The miner becomes aware of
outstanding, unrecorded transactions through the data packet transmission and
distribution discussed above.
Upon
the addition of a block included in the Bitcoin blockchain, the Bitcoin network
software program of both the spending party and the receiving party will show
confirmation of the transaction on the Bitcoin blockchain and reflect an
adjustment to the Bitcoin balance in each party’s Bitcoin network public key,
completing the Bitcoin transaction. Once a transaction is confirmed on the
Bitcoin blockchain, it is irreversible.
Creation
of a New Bitcoin
New
Bitcoins are created through the mining process as discussed below.
The
Bitcoin network is kept running by computers all over the world. In order to
incentivize those who incur the computational costs of securing the network by
validating transactions, there is a reward that is given to the computer that
was able to create the latest block on the chain. Every 10 minutes, on average,
a new block is added to the Bitcoin blockchain with the latest transactions
processed by the network, and the computer that generated this block is
currently awarded 6.25 Bitcoin. Due to the nature of the algorithm for block
generation, this process (generating a “proof-of-work”) is random. Over time,
rewards are expected to be proportionate to the computational power of each
machine.
The
process by which Bitcoin is “mined” results in new blocks being added to the
Bitcoin blockchain and new Bitcoin tokens being issued to the miners. Computers
on the Bitcoin network engage in a set of prescribed complex mathematical
calculations in order to add a block to the Bitcoin blockchain and thereby
confirm Bitcoin transactions included in that block’s data.
To
begin mining, a user can download and run Bitcoin network mining software, which
turns the user’s computer into a “node” on the Bitcoin network that validates
blocks. Each block contains the details of some or all of the most recent
transactions that are not memorialized in prior blocks, as well as a record of
the award of Bitcoin to the miner who added the new block. Each unique block can
be solved and added to the Bitcoin blockchain by only one miner. Therefore, all
individual miners and mining pools on the Bitcoin network are engaged in a
competitive process of constantly increasing their computing power to improve
their likelihood of solving for new blocks. As more miners join the Bitcoin
network and its processing power increases, the Bitcoin network adjusts the
complexity of the block-solving
equation
to maintain a predetermined pace of adding a new block to the Bitcoin blockchain
approximately every ten minutes. A miner’s proposed block is added to the
Bitcoin blockchain once a majority of the nodes on the Bitcoin network confirms
the miner’s work. Miners that are successful in adding a block to the Bitcoin
blockchain are automatically awarded Bitcoin for their effort and may also
receive transaction fees paid by transferors whose transactions are recorded in
the block. This reward system is the method by which new Bitcoin enter into
circulation to the public.
The
Bitcoin network is designed in such a way that the reward for adding new blocks
to the Bitcoin blockchain decreases over time. Once new Bitcoin tokens are no
longer awarded for adding a new block, miners will only have transaction fees to
incentivize them, and as a result, it is expected that miners will need to be
better compensated with higher transaction fees to ensure that there is adequate
incentive for them to continue mining.
Limits
on Bitcoin Supply
Under
the source code that governs the Bitcoin network, the supply of new Bitcoin is
mathematically controlled so that the number of Bitcoin grows at a limited rate
pursuant to a pre-set schedule. The number of Bitcoin awarded for solving a new
block is automatically halved after every 210,000 blocks are added to the
Bitcoin blockchain, approximately every 4 years. Currently, the fixed reward for
solving a new block is 3.125 Bitcoin per block. The fourth halving occurred on
April 19, 2024, at block height 840,000, reducing the reward from 6.25 BTC to
3.125 BTC. The next halving is expected to occur in approximately April 2028, at
which point the reward will decrease to approximately 1.5625 BTC per block. This
deliberately controlled rate of Bitcoin creation means that the number of
Bitcoin in existence will increase at a controlled rate until the number of
Bitcoin in existence reaches the pre-determined 21 million Bitcoin. However, the
21 million supply cap could be changed in a hard fork.
A
hard fork could change the source code to the Bitcoin network, including the 21
million Bitcoin supply cap. As of April 30, 2026 approximately 20.0 million
Bitcoins are outstanding, representing over 95% of the total 21 million Bitcoin
supply cap. The date when the 21 million Bitcoin limitation will be reached is
estimated to be the year 2140."
Modifications
to the Bitcoin Protocol
Bitcoin
is an open-source project with no official developer or group of developers that
controls the Bitcoin network. However, the Bitcoin network’s development is
overseen by a core group of developers. The core developers are able to access,
and can alter, the Bitcoin network source code and, as a result, they are
responsible for quasi-official releases of updates and other changes to the
Bitcoin network’s source code. The release of updates to the Bitcoin network’s
source code does not guarantee that the updates will be automatically adopted.
Users and miners must accept any changes made to the Bitcoin source code by
downloading the proposed modification of the Bitcoin network’s source code. A
modification of the Bitcoin network’s source code is effective only with respect
to the Bitcoin users and miners that download it. If a modification is accepted
by only a percentage of users and miners, a division in the Bitcoin network will
occur such that one network will run the pre-modification source code and the
other network will run the modified source code. Such a division is known as a
“fork.” A temporary or permanent “fork” could adversely affect the value of the
Shares. In addition, Shareholders will not receive the benefits of any
Incidental Rights and any IR Virtual Asset, including any forked or airdropped
assets.” Consequently, as a practical matter, a modification to the source code
becomes part of the Bitcoin network only if accepted by participants
collectively having most of the processing power on the Bitcoin network. There
have been several forks in the Bitcoin network, including but not limited to,
forks resulting in the creation of Bitcoin Cash (August 1, 2017), Bitcoin Gold
(October 24, 2017) and Bitcoin SegWit2X (December 28, 2017), among
others.
Core
development of the Bitcoin network source code has increasingly focused on
modifications of the Bitcoin network protocol to increase speed and scalability
and also allow for non-financial, next generation uses. For example, following
the activation of Segregated Witness on the Bitcoin network, an alpha version of
the Lightning Network was released. The Lightning Network is an open-source
decentralized network that enables instant off-Bitcoin blockchain transfers of
the ownership of Bitcoin without the need of a trusted third-party. The system
utilizes bidirectional payment channels that consist of multi-signature
addresses. One on-blockchain transaction is needed to open a channel and another
on-blockchain transaction can close the channel. Once a channel is open, value
can be transferred instantly between counterparties, who are engaging in real
Bitcoin transactions without broadcasting them to the Bitcoin network. New
transactions will replace previous transactions and the counterparties will
store everything locally as long as the channel
stays
open to increase transaction throughput and reduce computational burden on the
Bitcoin network. Other efforts include increased use of smart contracts and
distributed registers built into, built atop or pegged alongside the Bitcoin
blockchain. The Trust’s activities will not directly relate to such projects,
though such projects may utilize Bitcoin as tokens for the facilitation of their
non-financial uses, thereby potentially increasing demand for Bitcoin and the
utility of the Bitcoin network as a whole. Conversely, projects that operate and
are built within the Bitcoin blockchain may increase the data flow on the
Bitcoin network and could either “bloat” the size of the Bitcoin blockchain or
slow confirmation times. At this time, such projects remain in early stages and
have not been materially integrated into the Bitcoin blockchain or the Bitcoin
network.
Forms
of Attack Against the Bitcoin Network
All
networked systems are vulnerable to various kinds of attacks. As with any
computer network, the Bitcoin network contains certain flaws. For example, the
Bitcoin network is currently vulnerable to a “51% attack” where, if a mining
pool were to gain control of more than 50% of the hash rate for a digital asset,
a malicious actor would be able to prevent new transactions from confirmation,
and reverse new transactions that are completed while they are in control of the
network, effectively enabling them to double-spend their Bitcoins.
In
addition, many digital asset networks have been subjected to a number of denial
of service attacks, which has led to temporary delays in block creation and in
the transfer of Bitcoin. Any similar attacks on the Bitcoin network that impact
the ability to transfer Bitcoin could have a material adverse effect on the
price of Bitcoin and the value of the shares.
Ether
Ether is
a digital asset which serves as the unit of account on an open-source,
decentralized, peer-to-peer computer network. Ether may be used to pay
for goods and services, stored for future use, or converted to a
government-issued currency. As of the date of this Prospectus, the adoption
of ether for these purposes has been limited. The value
of ether is not backed by any government, corporation, or other
identified body.
The
value of ether is determined in part by the supply
of and demand for, ether in the markets for exchange that
have been organized to facilitate the trading
of ether. Ether is the second largest digital
asset by market capitalization behind bitcoin.
Ether is
maintained on the decentralized, open source, peer-to-peer computer network
(“Ethereum Network”). No single entity owns or operates
the Ethereum Network. The Ethereum Network is accessed
through software and governs the creation and movement of
ether. The source code for the Ethereum Network is open-source,
and anyone can contribute to its development.
Ethereum Network
The
infrastructure of the Ethereum Network is collectively maintained
by participants in the Ethereum Network,
which include validators, developers, and
users. Validators validate transactions and are currently
compensated for that service in ether, as determined by the Ethereum
Protocol. Developers maintain and contribute updates to
the Ethereum Network’s source code. Users access
the Ethereum Network using open-source software. Anyone can be a
user, developer, or validator.
Ether is
maintained on a digital transaction ledger commonly known as a
“blockchain.” A blockchain is a type of shared and continually reconciled
database, stored in a decentralized manner on the computers of certain
users of the digital asset and is protected by cryptography.
The Ethereum blockchain contains a record and history for
each ether transaction.
The
Ethereum blockchain allows for the creation of decentralized applications
that are supported by a transaction protocol referred to as “smart
contracts,” which includes the cryptographic operations that verify
and secure ether transactions. A smart contract operates by a pre-defined
set of rules (i.e., “if/then statements”) that allows it to
automatically execute code on the Ethereum Network. Such actions taken
by the pre-
defined
set of rules are not necessarily contractual in nature but are intended to
eliminate the need for a third party to carry out code execution on
behalf of users, making the
system decentralized, allowing decentralized application
developers to create a wide range of applications. Requiring
payment in ether on the Ethereum Network incentivizes developers to
write quality
applications
and increases the efficiency of the Ethereum Network because wasteful code
costs more. It also ensures that the Ethereum Network remains
economically viable by compensating people for their
contributed computational resources.
Ethereum Protocol
The Ethereum
Protocol is an open source project with no official company or group in
control. Anyone can review the underlying code and suggest changes. Because
there is no central authority, the release of updates to
the Ethereum Protocol source code by developers does not
guarantee that the updates will be automatically adopted by the other
participants. Users and validators must accept any changes made
to the source code by downloading the proposed modification and that
modification is effective only with respect to those ether users
and validators who choose to download it. As a practical matter,
a modification to the source code becomes part of
the Ethereum Network only if it is accepted
by validators that collectively represent a
supermajority (two-thirds) of the cumulative validations on
the Ethereum blockchain.
If
a modification is accepted by only a portion of users
and validators, a division will occur such that one network will run
the pre-modification source code and the other network will run the
modified source code. Such a division is known as a “fork.”
New
ether is created through “staking” of ether by validators. Validators are
required to stake ether in order to perform validation activities and then,
as a reward, earn newly created ether. Validation activities include
verifying transactions, storing data, and adding to the Ethereum
blockchain. Further, with its collective computing power on the distributed
network, the Ethereum network provides the ability to
execute peer-to-peer transactions to realize, via smart contracts,
automatic, conditional transfer of value and information,
including money, voting rights, and property.
An
Ethereum private key controls the transfer or “spending” of ether from its
associated public Ethereum address. An Ethereum “wallet” is a collection of
public Ethereum addresses and their associated private key(s). It is
designed such that only the owner of ether can send ether, only
the intended recipient of ether can unlock what the sender sent and
both transactions and ownership can be verified by any third party anywhere
in the world.
Fees
need to be paid in ether in order to facilitate transactions and execute
smart contracts. The fee that is charged is called “gas.” Gas price is
often a small fraction of ether, which is denoted in the unit of Gwei (10^9 Gwei
= 1 ether). Gas is essential in sustaining the Ethereum network. It
incentivizes validators to process and verify transactions and
incentivizes new validators to stake ether. Gas fees are a product
of Ethereum network demand relative to the Ethereum
network’s capacity.
The
ethereum Foundation (“EF”) is a non-profit organization that is dedicated
to supporting Ethereum and related technologies. The EF, alongside other
organizations, supports Ethereum Protocol development through funding and
advocacy. The EF finances its activities through its initial
allocation of ether at the launch of the Ether Network in
2015. Although the EF does not control Ethereum, and is one of many
organizations within the Ethereum ecosystem, it is the most significant
driving force for Ethereum Protocol development and support of Ethereum
generally.
Swap
Agreements
The
2X Long ETFs will enter into swap agreements to pursue its investment objective
of delivering daily investment results, before fees and expenses, of 200% of the
daily performance of Bitcoin or ether. The 2X Inverse ETF will enter into swap
agreements to pursue its investment objective of delivering daily investment
results, before fees and expenses, of -200% of the daily performance of Bitcoin
or ether. The swap agreements may include as a reference asset investment
vehicles or indexes that seek exposure to the Reference Assets.
Swap
agreements are contracts entered into primarily with major financial
institutions for a specified period ranging from a day to more than one year. In
a standard “swap” transaction, two parties agree to exchange the return (or
differentials in rates of return) earned or realized on particular predetermined
investments or instruments. The gross return to be exchanged or “swapped”
between the parties is calculated with respect to a “notional amount,” e.g., the
return on or change in value of a particular dollar amount representing the
underlying security. The Fund may use a combination of swaps on the underlying
security and swaps on various investment vehicles that are designed to track the
performance of the underlying security. The underlying investment vehicle may
not track the performance of the
underlying
security due to embedded costs and other factors, which may increase the Fund’s
correlation risk and impact the Fund’s ability to correlate with the underlying
security.
When
entering into a swap transaction, a Fund will be required to post “initial”
margin based upon a percentage of the notional value of the swap transaction. In
addition, the Fund and its counterparty in a swap transaction will be required
to post additional margin based upon the daily marked-to-market value of the
swap positions of each party. All assets posted as margin by a Fund will be held
in a segregated account at the Fund’s custodian, where access to the collateral
by the swap counterparty will generally not be permitted unless a Fund is in
default on its obligations to the swap counterparty.
With
respect to the use of swap agreements, if the underlying security has a dramatic
move in price that causes a material decline in the Fund’s NAV over certain
stated periods agreed to by the Fund and the counterparty, the terms of a swap
agreement between a Fund and its counterparty may permit the counterparty to
immediately close out all swap transactions with the Fund. In that event, a Fund
may be unable to enter into another swap agreement or invest in other
derivatives to achieve the desired exposure consistent with its investment
objective. This, in turn, may prevent a Fund from achieving its investment
objective, even if the underlying security reverses all or a portion of its
price movement. Any costs associated with using swap agreements may also have
the effect of lowering a Fund’s return.
The
Fund may also invest in U.S. Government Securities, money market funds and
corporate debt securities such as commercial paper or other short-term unsecured
promissory notes issued by businesses that are rated investment grade or of
comparable quality. The Fund may also invest in short-term bond
ETFs.
U.S.
government securities include U.S. Treasury obligations and securities issued or
guaranteed by various agencies of the U.S. government, or by various
instrumentalities that have been established or sponsored by the U.S.
government. U.S. Treasury obligations are backed by the “full faith and credit”
of the U.S. government. 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 U.S. government.
Non-Principal
Investments
Cash
Equivalents and Short-Term Investments
Each
Fund may invest in securities with maturities of less than one year or cash
equivalents, or they may hold cash. The percentage of each Fund invested in such
holdings varies and depends on several factors, including market conditions. For
more information on eligible short-term investments, see the SAI.
Additional
Information Regarding Investment Techniques and Policies
The
Effects of Fees and Expenses on the Return of a Fund for a Single Trading
Day.
To create the necessary exposure, each Fund uses leveraged investment
techniques, which necessarily incur brokerage and financing charges. In light of
these charges and a Fund’s operating expenses, the expected return of a Fund
over one trading day is equal to the gross expected return, which is the daily
return of a Reference Asset multiplied by a Fund’s daily leveraged investment
objective, minus (i) financing charges incurred by the portfolio and (ii) daily
operating expenses. For instance, if a Reference Asset returned 2% on a given
day, the gross expected return of a 2X Long ETFs would be 4%, but the net
expected return, which factors in the cost of financing the portfolio and the
impact of operating expenses, would be lower. Each Fund will reposition its
portfolio at the end of every trading day. Therefore, if an investor purchases a
2X Long ETF shares at close of the markets on a given trading day, the
investor’s exposure to the Reference Asset would reflect 200% of the performance
of a Reference Asset during the following trading day, subject to the charges
and expenses noted above.
To
create the necessary exposure, a 2X Inverse ETF will enter into total return
swaps that pay the Fund -200% of the return on a Reference Asset. The Fund will
reposition its portfolio at the end of every trading day. Therefore, if an
investor purchases Fund shares at close of markets on a given day, the
investor’s exposure to the Reference Asset would reflect 200% of the inverse
performance of such Reference Asset during the following trading day.
A
Cautionary Note to Investors Regarding Dramatic Price Movement in the Reference
ETF.
Each Fund could lose an amount greater than its net assets in the event of a
movement of a Reference Asset in excess of 50% in a direction
adverse
to the Fund (meaning a decline in excess of 50% of the value of the Reference
Asset for a 2X Long ETF or an increase in excess of 50% of the value of such
Reference Asset for a 2X Inverse ETF). The risk of total loss exists.
If
a Reference Asset has a dramatic adverse move that causes a material decline in
the Fund’s net assets, the terms of a Fund’s swap agreements may permit the
counterparty to immediately close out all swap transactions with the Fund. In
that event, a Fund may be unable to enter into another swap agreement or invest
in other derivatives to achieve exposure consistent with a Fund’s investment
objective. This may prevent a Fund from achieving its leveraged investment
objective, even if such Reference Asset later reverses all or a portion the
move, and result in significant losses.
Examples
of the Impact of Daily Leverage and Compounding. Because
each Fund’s exposure to a Reference Asset is repositioned on a daily basis, for
a holding period longer than one day, the pursuit of a daily investment
objective will result in daily leveraged compounding for each Fund. This means
that the return of a Reference Asset over a period of time greater than one day
multiplied by a Fund’s daily leveraged investment objective (e.g., 200% or
-200%) generally will not equal the Fund’s performance over that same period. As
a consequence, investors should not plan to hold a Fund unmonitored for periods
longer than a single trading day. This deviation increases with higher
volatility in a Reference Asset and longer holding periods. Further, the return
for investors that invest for periods less than a full trading day or for a
period different than a trading day will not be the product of the return of a
Fund’s stated daily leveraged investment objective and the performance of a
Reference Asset for the full trading day. The actual exposure will largely be a
function of the performance of a Reference Asset from the end of the prior
trading day.
Consider
the following examples:
These
examples are designed to show the effect on the Fund of leverage, volatility and
performance with respect to a Reference Asset.
Mary
is considering investments in two Funds, Funds A and B. Fund A is an ETF which
seeks (before fees and expenses) to match the performance of a Reference Asset.
Fund B is a leveraged ETF and seeks daily leveraged investment results (before
fees and expenses) that correspond to 200% of the daily performance of a
Reference Asset.
An
investment in Fund A would be expected to gain 5% on Day 1 and lose 4.76% on Day
2, returning the investment to its original value. The following example assumes
a $100 investment in Fund A when a Reference Asset is also valued at
$100:
|
|
|
|
|
|
|
|
|
|
|
| |
| Day |
The
Reference Asset Value |
The
Reference Asset Performance |
Value
of Fund A Investment |
|
| $100.00 |
| $100.00 |
| 1 |
$105.00 |
5.00% |
$105.00 |
| 2 |
$100.00 |
-4.76% |
$100.00 |
The
same $100 investment in Fund B would be expected to gain 10% on Day 1 (200% of
5%) but decline 9.52% on Day 2.
|
|
|
|
|
|
|
|
|
|
|
| |
| Day |
The
Reference Asset Performance |
200%
of the Reference Asset Performance |
Value
of Fund B Investment |
|
|
|
| $100.00 |
| 1 |
5.00% |
10.0% |
$110.00 |
| 2 |
-4.76% |
-9.52% |
$99.52 |
Although
the percentage decline in Fund B is smaller on Day 2 than the percentage gain on
Day 1, the loss is applied to a higher principal amount, so the investment in
Fund B experiences a loss even when the aggregate value of a Reference
Asset
for the two-day period has not declined. (These calculations do not include the
charges for fund fees and expenses).
As
you can see, an investment in Fund B has additional risks due to the effects of
leverage and compounding.
An
investor who purchases shares of the Fund intra-day will generally receive more,
or less, than 200% exposure to a Reference Asset from that point until the end
of the trading day. The actual exposure will be largely a function of the
performance of a Reference Asset from the end of the prior trading day. If the
Fund’s shares are held for a period longer than a single trading day, the Fund’s
performance is likely to deviate from 200% or -200% of the return of a Reference
Asset ’s performance for the longer period. This deviation will increase with
higher volatility of such Reference Asset and longer holding periods.
Examples
of the Impact of Volatility.
The Fund rebalances its portfolio on a daily basis, increasing exposure in
response to that day’s gains or reducing exposure in response to that day’s
losses. Daily rebalancing will typically cause the Fund to lose money if the
underlying security experiences volatility. A volatility rate is a statistical
measure of the magnitude of fluctuations in the underlying security’s returns
over a defined period. The more volatile, the more likely the returns may differ
over time. For periods longer than a trading day, volatility in the performance
of the
underlying
security from day to day is the primary cause of any disparity between the
Fund’s actual returns and the returns of the underlying security for such
period. Volatility causes such disparity because it exacerbates the effects of
compounding on the Fund’s returns. In addition, the effects of volatility are
magnified in the Fund due to leverage. Consider the following three examples
that demonstrate the effect of volatility on a hypothetical fund:
Example
1 – A Reference Asset Experiences Low Volatility
Mary
invests $10.00 in a 2X Long ETF at the close of trading on Day 1. During Day 2,
a Reference Asset rises from 100 to 102, a 2% gain. Mary’s investment rises 4%
to $10.40. Mary holds her investment through the close of trading on Day 3,
during which a Reference Asset rises from 102 to 104, a gain of 1.96%. Mary’s
investment rises to $10.81, a gain during Day 3 of 3.92%. For the two-day period
since Mary invested in the Fund, a Reference Asset gained 4% although Mary’s
investment increased by 8.1%. Because such Reference Asset continued to trend
upwards with low volatility, Mary’s return closely correlates to the 200% return
of the return of the Reference Asset for the period.
John
invests $10.00 in a 2X Inverse ETF at the close of trading on Day 1. During Day
2, a Reference Asset gains 2%, and John’s investment falls by 4% to $9.60. On
Day 3, the Reference Asset rises by 1.96%, and John’s investment falls by 3.92%
to $9.22. For the two-day period the Reference Asset returned 4% while John’s
investment lost 7.8%. John’s return still correlates to -200% return of the
Reference Asset, but not as closely as Mary’s investment in a 2X Long
ETF.
Example
2 – A Reference Asset Experiences High Volatility
Mary
invests $10.00 in a 2X Long ETF after the close of trading on Day 1. During Day
2, a Reference Asset rises from 100 to 102, a 2% gain, and Mary’s investment
rises 4% to $10.40. Mary continues to hold her investment through the end of Day
3, during which the Reference Asset declines from 102 to 98, a loss of 3.92%.
Mary’s investment declines by 7.84%, from $10.40 to $9.58. For the two-day
period since Mary invested in the Fund, the Reference Asset lost 2% while Mary’s
investment decreased from $10 to $9.58, a 4.2% loss. The volatility of the
Reference Asset affected the correlation between the Reference Asset ’s return
for the two-day period and Mary’s return. In this situation, Mary lost more than
two times the return of the Reference Asset.
Conversely,
John invests $10.00 in a 2X Inverse ETF after the close of trading on Day 1.
During Day 2, a Reference Asset rises from 100 to 102, a 2% gain, and John’s
investment falls 4% to $9.60. John continues to hold his investment through the
end of Day 3, during which the Reference Asset declines from 102 to 98, a loss
of 3.92%. John’s investment rises by 7.84%, from $9.60 to $10.35. For the
two-day period since John invested in the Fund, the Reference Asset lost 2%
while John’s investment increased from $10 to $10.35, a 3.5% gain. The
volatility of the Reference Asset affected the correlation between the Reference
Asset ’s return for the two-day period and John’s return. In this situation,
John gained less than two times the return of the Reference Asset.
Example
3 – Intra-day Investment with Volatility
The
examples above assumed that Mary purchased the Fund at the close of trading on
Day 1 and sold her investment at the close of trading on a subsequent day.
However, if she made an investment intra-day, she would have received a beta
(that is, the measure of volatility of the investment in relation to a
benchmark) determined by the performance of a Reference Asset from the end of
the prior trading day until her time of purchase on the next trading day.
Consider the following example.
Mary
invests $10.00 in a 2X Long ETF at 11 a.m. on Day 2. From the close of trading
on Day 1 until 11 a.m. on Day 2, a Reference Asset moved from 100 to 102, a 2%
gain. In light of that gain, the Fund beta at the point at which Mary invests is
196%. During the remainder of Day 2, the Reference Asset rises from 102 to 110,
a gain of 7.84%, and Mary’s investment rises 15.4% (which is the Reference Asset
’s gain of 7.84% multiplied by the 196% beta that she received) to $11.54. Mary
continues to hold her investment through the close of trading on Day 3, during
which the Reference Asset declines from 110 to 90, a loss of 18.18%. Mary’s
investment declines by 36.4%, from $11.54 to $7.34. For the period of Mary’s
investment, the Reference Asset declined from 102 to 90, a loss of 11.76%, while
Mary’s investment decreased from $10.00 to $7.34, a 27% loss. The volatility of
the Reference Asset affected the correlation between the Reference Asset ’s
return for period and Mary’s return. In this situation, Mary lost more than two
times the return of the Reference Asset. Mary was also hurt because she missed
the first 2% move of the Reference Asset and had a beta of 196% for the
remainder of Day 2.
Market
Volatility.
Each Fund seeks to provide a return which is a multiple of the daily performance
of a Reference Asset. Neither Fund attempts to, and should not be expected to,
provide returns which are a multiple of the return of such Reference Asset for
periods other than a single day. Each Fund rebalances its portfolio on a daily
basis, increasing exposure in response to that day’s gains or reducing exposure
in response to that day’s losses.
Daily
rebalancing will impair a Fund’s performance if a Reference Asset experiences
volatility. For instance, a 2X Long ETF would be expected to lose 4% (as shown
in Table 1 below) if the Reference Asset provides no return over a one-year
period and experienced annualized volatility of 20%. A 2X Inverse ETF would be
expected to lose 12% (as shown in Table 1 below) if the Reference Asset provides
no return over a one-year period and had annualized volatility of 20%. If the
Reference Asset ’s annualized volatility were to rise to 40%, the hypothetical
loss for a one-year period for a 2X Long ETF widens to approximately 15% while
the loss for a 2X Inverse ETF rises to 45%.
Table
1
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Volatility
Range |
Each
2X Long ETF Losses |
Each
2X Inverse ETF Losses |
|
10% |
-1% |
-3% |
|
20% |
-4% |
-12% |
|
30% |
-9% |
-26% |
|
40% |
-15% |
-45% |
|
50% |
-23% |
-65% |
|
60% |
-33% |
-92% |
|
70% |
-47% |
-99% |
|
80% |
-55% |
-99% |
|
90% |
-76% |
-99% |
|
100% |
-84% |
-99% |
Note
that at higher volatility levels, there is a chance of a complete loss of Fund
assets even if a Reference Asset is flat.
For instance, if annualized volatility of the Reference Asset was 90%, a 2X Long
ETF based on the Reference Asset would be expected to lose 76% and a 2X Inverse
ETF would be expected to lose 99% of its value, even if the Reference Asset
returned 0% for the year.
Table
2 shows the annualized historical volatility rate for Bitcoin and ether (the
security that the Reference Assets intend to replicate) over the five-year
period ended December 31, 2025. Since market volatility has negative
implications for funds which rebalance daily, investors should be sure to
monitor and manage their investments in the Funds particularly
in
volatile markets. The negative implications of volatility in Table 1 can be
combined with the recent volatility in Table 2 to give investors some sense of
the risks of holding a Fund for longer periods over the past five years.
Historical volatility and performance are not likely indicative of future
volatility and performance.
Table
2 – Historic Volatility of Bitcoin and Ether
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| 5-Year
Historical Volatility Rate |
| Bitcoin |
58.64% |
| Ether |
77.59% |
The
Projected Returns of Funds for Intra-Day Purchases. Because
the Funds rebalance their portfolio once daily, an investor who purchases shares
during a day will likely have more, or less, than 200% leveraged investment
exposure to the Reference Assets. One Reference Asset is currently used in the
example. The exposure to the Reference Asset received by an investor who
purchases a Fund intra-day will differ from the Fund’s stated daily leveraged
investment objective (e.g., 200% or -200%) by an amount determined by the
movement of the Reference Asset from their value at the end of the prior day. If
the Reference Asset moves in a direction favorable to the Fund between the close
of the market on one trading day through the time on the next trading day when
the investor purchases the Fund shares, the investor will receive less exposure
to the Reference Asset than the stated fund daily leveraged investment objective
(e.g., 200% or -200%). Conversely, if the Reference Asset moves in a direction
adverse to the Fund, the investor will receive more exposure to the Reference
Asset than the stated fund daily leveraged investment objective (e.g., 200% or
-200%).
Table
3 below indicates the exposure to the Reference Asset that an intra-day purchase
of a 2X Long ETF would be expected to provide based upon the movement in the
value of a Reference Asset from the close of the market on the prior trading
day. Such exposure holds until a subsequent sale on that same trading day or
until the close of the market on that trading day. For instance, if the
Reference Asset has moved 5% in a direction favorable to the Fund, the investor
would receive exposure to the performance of the Reference Asset from that point
until the investor sells later that day or the end of the day equal to
approximately 191% of the investor’s investment.
Conversely,
if such Reference Asset has moved 5% in a direction unfavorable to the Fund, an
investor at that point would receive exposure to the performance of the
Reference Asset from that point until the investor sells later that day or the
end of the day equal to approximately 211% of the investor’s investment.
The
table includes a range of a Reference Asset moves from 20% to -20% for the Fund.
Movement of the Reference Asset
beyond
the range noted below will result in exposure further from the Fund’s daily
leveraged investment objective.
Table
3 – Intra-Day Leverage of Each 2X Long ETF
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The
Reference Asset |
Resulting
Exposure for each 2X Long ETF |
| -20% |
267% |
| -15% |
243% |
| -10% |
225% |
| -5% |
211% |
| 0% |
200% |
| 5% |
191% |
| 10% |
183% |
| 15% |
177% |
| 20% |
171% |
Table
4 below indicates the exposure to a Reference Asset that an intra-day purchase
of a 2X Inverse ETF would be expected to provide based upon the movement in the
value of the Reference Asset from the close of the market on the prior trading
day. Such exposure holds until a subsequent sale on that same trading day or
until the close of the market on that trading day. For instance, if such
Reference Asset has moved 5% in a direction favorable to the Fund, the investor
would receive exposure to the performance of the Reference Asset from that point
until the investor sells later that day or the end of the day equal to
approximately -173% of the investor’s investment. Conversely, if the Reference
Asset has moved 5% in a direction unfavorable to the Fund’s, an investor would
receive exposure to the performance of the Reference Asset from that point until
the investor sells later that day or the end of the day equal to approximately
233% of the investor’s investment.
The
table includes a range of a Reference Asset moves from 20% to -20% for a 2X
Inverse ETF. Movement of the Reference Asset beyond the range noted below will
result in exposure further from the Fund’s daily leveraged investment
objective.
Table
4 – Intra-Day Leverage of Each 2X Inverse ETF
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| The
Reference Asset |
Resulting
Exposure for each 2X Inverse ETF |
| -20% |
-114% |
| -15% |
-131% |
| -10% |
-150% |
| -5% |
-173% |
| 0% |
-200% |
| 5% |
-233% |
| 10% |
-275% |
| 15% |
-329% |
| 20% |
-400% |
The
Projected Returns of the Fund for Periods Other Than a Single Trading
Day.
The Funds seek 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. For instance, if a Reference Asset gains 10% for a week, a Fund
should not be expected to provide a return of 20% for the week even if it meets
its daily leveraged investment objective throughout the week. This is true
because of the financing charges noted above but also because the pursuit of
daily goals may result in daily leveraged compounding, which means that the
return of the Reference Asset over a period of time greater than one day
multiplied by the Fund’s daily leveraged investment objective or inverse daily
leveraged investment objective (e.g., 200% of -200%) will not generally equal a
Fund’s performance over that same period. In addition, the effects of
compounding become greater the longer Shares are held beyond a single trading
day.
The
following tables set out a range of hypothetical daily performances during a
given 10 trading days of a hypothetical Reference Asset and demonstrates how
changes in the hypothetical Reference Asset impacts the hypothetical Funds’
performance for a trading day and cumulatively up to, and including, the entire
10 trading day period. The charts are based on a hypothetical $100 investment in
the hypothetical Fund over a 10-trading day period and do not reflect fees or
expenses of any kind.
Table
5 – The Reference Asset Lacks a Clear Trend
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The
Underlying Security |
Each
2X Long ETF* |
Each
2X Inverse ETF* |
|
|
Value |
Daily
Performance |
Cumulative
Performance |
NAV |
Daily
Performance |
Cumulative
Performance |
NAV |
Daily
Performance |
Cumulative
Performance |
|
|
100 |
|
|
$100.00 |
|
|
$100.00 |
| |
|
Day
1 |
105 |
5.00% |
5.00% |
$110.00 |
10.00% |
10.00% |
$90.00 |
-10.00% |
10.00% |
|
Day
2 |
110 |
4.76% |
10.00% |
$120.48 |
9.52% |
20.47% |
$81.43 |
-9.52% |
18.57% |
|
Day
3 |
100 |
-9.09% |
0.00% |
$98.57 |
-18.18% |
-1.43% |
$96.23 |
18.18% |
-3.67% |
|
Day
4 |
90 |
-10.00% |
-10.00% |
$78.86 |
-20.00% |
-21.14% |
$115.48 |
20.00% |
15.48% |
|
Day
5 |
85 |
-5.56% |
-15.00% |
$70.10 |
-11.12% |
-29.91% |
$128.31 |
11.12% |
28.33% |
|
Day
6 |
100 |
17.65% |
0.00% |
$94.83 |
35.30% |
-5.17% |
$83.03 |
-35.30% |
-16.97% |
|
Day
7 |
95 |
-5.00% |
-5.00% |
$85.35 |
-10.00% |
-14.65% |
$91.33 |
-10.00% |
-8.67% |
|
Day
8 |
100 |
5.26% |
0.00% |
$94.34 |
10.52% |
-5.68% |
$81.71 |
-10.52% |
-18.28% |
|
Day
9 |
105 |
5.00% |
5.00% |
$103.77 |
10.00% |
3.76% |
$73.54 |
-10.00% |
-26.45% |
|
Day
10 |
100 |
-4.76% |
0.00% |
$93.89 |
-9.52% |
-6.12% |
$80.55 |
9.52% |
-19.45% |
*Figures
in this table have been rounded for convenience.
The
cumulative performance of the hypothetical Reference Asset in Table 5 is 0% for
10 trading days. The return of the hypothetical a 2X Long ETF for the 10-trading
day period is -6.12%, while the return of a 2X Inverse ETF is -19.45%. The
volatility of the hypothetical Reference Asset’s performance and lack of a clear
trend results in performance for each hypothetical Fund for the period which
bears little relationship to the performance of the hypothetical Reference Asset
for the 10-trading day period.
Table
6 – A Reference Asset Rises in a Clear Trend
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| The
Reference Asset |
Each
2X Long ETF |
Each
2X Inverse ETF |
|
| Value |
Daily
Performance |
Cumulative
Performance |
NAV |
Daily
Performance |
Cumulative
Performance |
NAV |
Daily
Performance |
Cumulative
Performance |
|
| 100 |
|
| $100.00 |
|
| $100.00 |
| |
| Day
1 |
102 |
2.00% |
2.00% |
$104.00 |
4.00% |
4.00% |
$96.00 |
-4.00% |
-4.00% |
| Day
2 |
104 |
1.96% |
4.00% |
$108.08 |
3.92% |
8.08% |
$92.24 |
-3.92% |
-7.76% |
| Day
3 |
106 |
1.92% |
6.00% |
$112.24 |
3.84% |
12.23% |
$88.69 |
-3.84% |
-11.31% |
| Day
4 |
108 |
1.89% |
8.00% |
$116.47 |
3.78% |
16.47% |
$85.34 |
-3.78% |
-14.66% |
| Day
5 |
110 |
1.85% |
10.00% |
$120.78 |
3.70% |
20.78% |
$82.18 |
-3.70% |
-17.82% |
| Day
6 |
112 |
1.82% |
12.00% |
$125.18 |
3.64% |
25.17% |
$79.19 |
-3.64% |
-20.81% |
| Day
7 |
114 |
1.79% |
14.00% |
$129.65 |
3.58% |
29.66% |
$76.36 |
-3.58% |
-23.64% |
| Day
8 |
116 |
1.75% |
16.00% |
$134.20 |
3.50% |
34.19% |
$73.68 |
-3.50% |
-26.31% |
| Day
9 |
118 |
1.72% |
18.00% |
$138.82 |
3.44% |
38.81% |
$71.14 |
-3.44% |
-28.85% |
| Day
10 |
120 |
1.69% |
20.00% |
$143.53 |
3.38% |
43.50% |
$68.73 |
-3.38% |
-31.25% |
The
cumulative performance of the hypothetical Reference Asset in Table 6 is 20% for
10 trading days. The return of the hypothetical 2X Long ETF for the 10-trading
day period is 43.50%, and the return of the hypothetical 2X Inverse ETF is
-31.25%. In this case, because of the positive hypothetical Reference Asset
security trend, the hypothetical 2X Long ETF’s gain is greater than 200% of the
hypothetical Reference Asset’s gain and the hypothetical 2X Inverse ETF ’s
decline is less than 200% of the hypothetical Reference Asset’s gain for the
10-trading day period.
Table
7 – A Reference Asset Declines in a Clear Trend
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| The
Reference Asset |
Each
2X Long ETF |
Each
2X Inverse ETF |
|
| Value |
Daily
Performance |
Cumulative
Performance |
NAV |
Daily
Performance |
Cumulative
Performance |
NAV |
Daily
Performance |
Cumulative
Performance |
|
| 100 |
|
| $100.00 |
|
| $100.00 |
| |
| Day
1 |
98 |
-2.00% |
-2.00% |
$96.00 |
-4.00% |
-4.00% |
$104.00 |
4.00% |
4.00% |
| Day
2 |
96 |
-2.04% |
-4.00% |
$92.08 |
-4.08% |
-7.92% |
$108.24 |
4.08% |
8.24% |
| Day
3 |
94 |
-2.08% |
-6.00% |
$88.24 |
-4.16% |
-11.75% |
$112.76 |
4.16% |
12.75% |
| Day
4 |
92 |
-2.13% |
-8.00% |
$84.49 |
-4.26% |
-15.51% |
$117.55 |
4.26% |
17.55% |
| Day
5 |
90 |
-2.17% |
-10.00% |
$80.82 |
-4.34% |
-19.17% |
$122.66 |
4.34% |
22.65% |
| Day
6 |
88 |
-2.22% |
-12.00% |
$77.22 |
-4.44% |
-22.76% |
$128.12 |
4.44% |
28.10% |
| Day
7 |
86 |
-2.27% |
-14.00% |
$73.71 |
-4.54% |
-26.27% |
$133.94 |
4.54% |
33.91% |
| Day
8 |
84 |
-2.33% |
-16.00% |
$70.29 |
-4.66% |
-29.71% |
$140.17 |
4.66% |
40.15% |
| Day
9 |
82 |
-2.38% |
-18.00% |
$66.94 |
-4.76% |
-33.05% |
$146.84 |
4.76% |
46.82% |
| Day
10 |
80 |
-2.44% |
-20.00% |
$63.67 |
-4.88% |
-36.32% |
$154.01 |
4.88% |
53.99% |
The
cumulative performance of the hypothetical Reference Asset in Table 7 is -20%
for 10 trading days. The return of the hypothetical 2X Long ETF for the
10-trading day period is -36.32% and the return of the hypothetical 2X Inverse
ETF is 53.99%. In this case, because of the negative hypothetical Reference
Asset trend, the hypothetical 2X Long ETF’s decline is less than 200% of the
hypothetical Reference Asset ‘s decline and the hypothetical 2X Inverse ETF’s
gain is greater than 200% of the hypothetical Reference Asset’s decline for the
10-trading day period.
ADDITIONAL
INFORMATION ABOUT RISK
It
is important
that you closely review and understand the risks of investing in each Fund. Each
Fund’s NAV and investment return will fluctuate based upon changes in the value
of its portfolio securities. You could lose money on your investment in each
Fund, and each Fund could underperform other investments. There is no guarantee
that each Fund will meet its investment objective. An investment in the Funds is
not a deposit of a bank and is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other government agency. Below
are some of the specific risks of investing in the Funds including the risks of
the investment strategies of the Reference Assets. The realization of certain of
the risks described below that may result in adverse market movements may
actually benefit a 2X Inverse ETF due to their inverse investment
objective.
Effects
of Compounding and Market Volatility Risk – Each 2X Long ETF
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 a Reference
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.
A
volatility rate is a statistical measure of the magnitude of fluctuations in the
underlying security’s returns over a defined period. Performance is the return
on the underlying security for a stated period. The more volatile, the more
likely the returns may differ over time. For periods longer than a trading day,
volatility in the performance of the underlying security or its rebalancing from
day to day is the primary cause of any disparity between the Fund’s actual
returns and the returns of the underlying security for such period.
Over
time, the cumulative percentage increase or decrease in the value of the
Fund’s portfolio may diverge significantly from the cumulative percentage
increase of 200% of the return of the Fund’s Reference Assets 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 its Reference Assets in a trendless or flat
market.
The
chart below provides examples of how volatility could affect a Fund’s
performance. A security’s volatility rate is a statistical measure of the
magnitude of fluctuations in the returns of the security. Performance is the
return on the underlying security for a stated period. The more volatile, the
more likely the returns may differ over time.
Fund
performance for periods greater than one single day can be estimated given any
set of assumptions for the following
factors:
a) volatility; b) performance; c) period of time; d) financing rates associated
with leveraged exposure; e) other Fund expenses; and f) dividends or interest
paid with respect to securities in its Reference ETP. The chart below
illustrates the impact of two principal factors – volatility and
performance – on Fund performance. The chart shows estimated Fund returns
for a number of combinations of volatility and performance over a one-year
period. Performance shown in the chart assumes that: (i) no dividends were paid
with respect to the securities included in its Reference Assets; (ii) there were
no Fund expenses; and (iii) borrowing/lending rates (to obtain leveraged
exposure for the Funds) of 0%. If Fund expenses and/or actual borrowing/lending
rates were reflected, the estimated returns would be lower than those shown.
Particularly during periods of higher volatility, compounding will cause results
for periods longer than a trading day to vary from 200% of the performance of
the Reference Assets.
During
periods of higher volatility, the volatility of the Reference Assets may affect
the Fund’s return as much as, or more than, the return of the Reference Assets.
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
Reference Assets during a shareholder’s holding period of an investment in the
Fund.
As
shown below, a Fund would be expected to lose 6.1% if its Reference Assets
provided no return over a one-year period during which its Reference Assets
experienced annualized volatility of 25%. If its Reference Asset’s annualized
volatility were to rise to 75%, the hypothetical loss for a one-year period for
a Fund widens to approximately 43%.
At
higher ranges of volatility, there is a chance of a significant loss of
value in a Fund. For instance, if a Reference Asset’s annualized volatility is
100%, the Fund would be expected to lose approximately 63.2% of its value, even
if the cumulative return of its Reference Assets for the year was 0%. The
volatility of ETFs or instruments that reflect the value of the Reference
Assets, such as swaps, may differ from the volatility of the Fund’s
Reference Assets.
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One
Year |
200%
One
Year |
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% |
Holding
an unmanaged position opens the investor to the risk of market volatility
adversely affecting the performance of the investment. The Fund is 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 Fund is
designed as a short-term trading vehicle for investors who intend to actively
monitor and manage their portfolios.
Effects
of Compounding and Market Volatility Risk – Each 2X Inverse ETF
The
Fund has a daily 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 a Reference
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.
A
volatility rate is a statistical measure of the magnitude of fluctuations in the
underlying security’s returns over a defined period. Performance is the return
on the underlying security for a stated period. The more volatile, the more
likely the returns may differ over time. For periods longer than a trading day,
volatility in the performance of the underlying security or its
rebalancing
from day to day is the primary cause of any disparity between the Fund’s actual
returns and the returns of the underlying security for such period.
Over
time, the cumulative percentage increase or decrease in the value of a
Fund’s portfolio may diverge significantly from the cumulative percentage
decrease of 200% of the return of the Fund’s Reference Assets due to the
compounding effect of losses and gains on the returns of the Fund. It also is
expected that a Fund will underperform the return of -200% of its Reference
Assets in a trendless or flat market.
The
chart below provides examples of how volatility could affect a Fund’s
performance. A security’s volatility rate is a statistical measure of the
magnitude of fluctuations in the returns of the security. Performance is the
return on the underlying security for a stated period. The more volatile, the
more likely the returns may differ over time. Fund performance for periods
greater than one single day can be estimated given any set of assumptions for
the following factors: a) volatility; b) performance; c) period of time; d)
financing rates associated with inverse exposure; e) other Fund expenses; and f)
dividends or interest paid with respect to securities in its Reference Assets.
The chart below illustrates the impact of two principal factors –
volatility and performance – on Fund performance. The chart shows estimated
Fund returns for a number of combinations of volatility and performance over a
one-year period. Performance shown in the chart assumes that: (i) no dividends
were paid with respect to the securities included in its Reference Assets; (ii)
there were no Fund expenses; and (iii) borrowing/lending rates (to obtain
inverse exposure) of 0%. If Fund expenses and/or actual borrowing/lending rates
were reflected, the estimated returns would be lower than those shown.
Particularly during periods of higher volatility, compounding will cause results
for periods longer than a trading day to vary from 100% of the performance of
the Reference Assets.
During
periods of higher volatility, the volatility of the Reference Assets may affect
a Fund’s return as much as, or more than, the return of the Reference Assets.
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
Reference Assets during a shareholder’s holding period of an investment in the
Fund.
As
shown below, a Fund would be expected to lose 17.1% if its Reference Assets
provided no return over a one-year period during which the Reference Assets
experienced annualized volatility of 25%. If the Reference Assets’ annualized
volatility were to rise to 75%, the hypothetical loss for a one-year period
widens to approximately 81.5%. At higher ranges of volatility, there is a chance
of a significant loss of value in the Fund. For instance, if the Reference
Asset’s annualized volatility is 100%, the Fund would be expected to lose
approximately 95% of its value, even if the Reference Asset’s cumulative return
for the year was 0%.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
One
Year |
-200%
One
Year |
Volatility
Rate |
|
Return |
Return |
10% |
25% |
50% |
75% |
100% |
|
-60% |
120% |
506.5% |
418.1% |
195.2% |
15.6% |
-68.9% |
|
-50% |
100% |
288.2% |
231.6% |
88.9% |
-26.0% |
-80.1% |
|
-40% |
80% |
169.6% |
130.3% |
31.2% |
-48.6% |
-86.2% |
|
-30% |
60% |
98.1% |
69.2% |
-3.6% |
-62.2% |
-89.8% |
|
-20% |
40% |
51.6% |
29.5% |
-26.2% |
-71.1% |
-92.2% |
|
-10% |
20% |
19.8% |
2.3% |
-41.7% |
-77.2% |
-93.9% |
|
0% |
0% |
-3.0% |
-17.1% |
-52.8% |
-81.5% |
-95.0% |
|
10% |
-20% |
-19.8% |
-31.5% |
-61.0% |
-84.7% |
-95.9% |
|
20% |
-40% |
-32.6% |
-42.4% |
-67.2% |
-87.2% |
-96.5% |
|
30% |
-60% |
-42.6% |
-50.9% |
-72.0% |
-89.1% |
-97.1% |
|
40% |
-80% |
-50.5% |
-57.7% |
-75.9% |
-90.6% |
-97.5% |
|
50% |
-100% |
-56.9% |
-63.2% |
-79.0% |
-91.8% |
-97.8% |
|
60% |
-120% |
-62.1% |
-67.6% |
-81.5% |
-92.8% |
-98.1% |
Holding
an unmanaged position opens the investor to the risk of market volatility
adversely affecting the performance of the investment. The Fund is not
appropriate for investors who do not intend to actively monitor and manage their
portfolios. These tables are intended to underscore the fact that the Fund is
designed as a short-term trading vehicle for investors who intend to actively
monitor and manage their portfolios.
For
additional information and examples demonstrating the effects of volatility
and performance on the long-term performance of the Funds, see the “Additional
Information About Investment Techniques and Policies.”
Leverage
Risk. To
achieve its daily investment objective, the Funds employ leverage and are
exposed to the risk that adverse daily performance of the Fund’s Reference
Assets will be magnified. This means that, if a Fund’s Reference Assets
experience adverse daily performance (meaning a decline in the value of the
Reference Assets for a 2X Long ETF and an increase in the value of the Reference
Assets’ of a 2X Inverse ETF), an investment in the Fund will be reduced by an
amount equal to 2% for every 1% of adverse performance, not including the costs
of financing leverage and other operating expenses, which would further reduce
its value.
A
fund could theoretically lose an amount greater than its net assets if its
Reference Assets move more than 50% in a direction adverse to the Fund (meaning
a decline in the value of the Reference Assets of the Fund for a 2X Long ETF and
an increase in the value of the Reference Assets of a 2X Inverse ETF). This
would result in a total loss of a shareholder’s investment in one day even if
its Reference Assets subsequently moves in the opposite direction and eliminates
all or a portion of its earlier daily change. A total loss may occur in a single
day even if its Reference Assets do not lose all of their value. Leverage will
also have the effect of magnifying any differences in the Fund’s correlation
with the Reference Assets or may increase the Fund’s volatility.
To
the extent that the instruments utilized by the Funds are thinly traded or have
a limited market, a Fund may be unable to meet its investment
objective due to a lack of available investments or
counterparties. During such periods, the Fund’s ability to issue additional
Creation Units may be adversely affected. As a result, the Fund’s shares could
trade at a premium or discount to their NAV and/or the bid-ask spread of the
Fund’s shares could widen. Under such circumstances, the Fund may increase its
transaction fee, change its investment objective by, for example, seeking
to track an alternative Reference Asset, reduce its leverage or
close.
Derivatives
Risk.
A Fund may obtain exposure through derivatives by investing in swap
agreements. Investing in derivatives may be considered aggressive and may
expose a Fund to risks different from, and possibly greater
than, risks associated with investing directly in the reference
asset(s) underlying the derivative. The use of derivatives may result
in larger losses or smaller gains than investing in the underlying security
directly. The use of derivatives may expose a Fund to additional risks such as
counterparty risk, liquidity risk and increased daily correlation risk. When a
Fund uses derivatives, there may be imperfect correlation between the value of
the underlying reference assets and the derivative, which may prevent a Fund
from achieving its investment objective.
A
Fund will use a combination of swap agreements on the Reference Assets to
achieve its investment objective. The performance of a Reference Asset may not
track the performance of its underlying security due to embedded costs and other
factors. Thus, to the extent a Fund invests in swaps that use an ETP as the
reference asset, the Fund may be subject to greater correlation risk and may not
achieve as high a degree of correlation with its Reference Assets. If the
Reference Asset has a dramatic move in price that causes a material decline in a
Fund’s NAV over certain stated periods agreed to by the Fund and the
counterparty, the terms of the swap agreement between a Fund and its
counterparty may allow the counterparty to immediately close out of all swap
transactions with a Fund. In such circumstances, a Fund may be unable to enter
into another swap agreement or invest in other derivatives to achieve the
desired exposure consistent with a Fund’s daily leveraged investment objective.
This may prevent a Fund from achieving its daily leveraged investment objective
even if the Reference Asset reverses all or a portion of its price movement. The
value of an investment in the Fund may change quickly and without warning. Any
financing, borrowing or other costs associated with using derivatives may also
have the effect of lowering a Fund’s return. Such costs may increase as interest
rates rise.
Swaps
Risk.
Swap agreements are entered into primarily with major global financial
institutions for a specified period which may range from one day to more than
one year. In a standard swap transaction, two parties agree to exchange the
return (or differentials in rates of return) earned or realized on
particular predetermined reference or underlying securities or instruments. The
gross return to be exchanged or swapped between the parties is calculated based
on a notional amount or the return on or change in value of a particular dollar
amount invested in a reference asset. Swap agreements are generally traded
over-the-counter, and therefore, may not receive regulatory protection, which
may exposure investors to significant losses. Swaps in which the Fund invests
are uncleared, non-exchange traded and are cash settled.
Counterparty
Risk.
Counterparty risk is the risk that a counterparty is unwilling or unable to
make timely payments to meet its contractual obligations with respect to the
amount a Fund expects to receive from a counterparty to a financial instrument
entered into by a Fund. Each Fund generally enters into derivatives
transactions, such as the swap agreements, with counterparties such that either
party can terminate the contract without penalty prior to the termination
date. If a counterparty terminates a contract, a Fund may not be able to
invest in other derivatives to achieve the desired exposure, or achieving such
exposure may be more expensive. A Fund may be negatively impacted if a
counterparty becomes bankrupt or otherwise fails to perform its obligations
under such a contract, or if any collateral posted by the counterparty for the
benefit of a Fund is insufficient or there are delays in a Fund’s ability to
access such collateral. If the counterparty becomes bankrupt or defaults on its
payment obligations to a Fund, it may experience significant delays in obtaining
any recovery, may obtain only a limited recovery or obtain no recovery and the
value of an investment held by a Fund may decline. The Fund may also 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 to equity a counterparty’s obligations
to a Fund (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. Each Fund
generally enters into swap agreements or other financial instruments with major,
global financial institutions and seeks to mitigate risks by generally requiring
that the counterparties for each Fund to post collateral, marked to market
daily, in an amount approximately equal to what the counterparty owes a Fund,
subject to certain minimum thresholds. To the extent any such collateral is
insufficient or there are delays in accessing the collateral, the Funds will be
exposed to the risks described above. If a counterparty’s credit ratings
decline, 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 a Fund’s exposure to counterparty credit
risk. A Fund does not specifically limit its counterparty risk with respect to
any single counterparty. 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, a Fund may not be able to achieve its investment objective or may
decide to change its leveraged investment objective. Additionally, although a
counterparty to a centrally cleared swap agreement is often backed by a futures
commission merchant (“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.
Rebalancing
Risk.
If for any reason a Fund is unable to rebalance all or a part of its
portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, a
Fund’s investment exposure may not be consistent with its investment objective.
In these instances, a Fund may have investment exposure to the Reference Asset
that is significantly greater or less than its stated multiple. A Fund may be
more exposed to leverage risk than if it had been properly rebalanced and may
not achieve its investment objective, leading to significantly greater losses or
reduced gains.
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 the 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 200% or -200% leveraged investment exposure to the Reference
Assets, depending upon the movement of the Reference Assets from the end of one
trading day until the time of purchase. If the Reference Assets move in a
direction favorable to a Fund, the investor will receive less than 200% or -200%
exposure to the Reference Assets. Conversely, if the Reference Assets move in a
direction adverse to a Fund, the investor will receive exposure to the Reference
Assets greater than 200% or -200%. Thus, an investor that purchases shares
intra-day may experience performance that is greater than, or less than, a
Fund’s stated multiple of its Reference Assets.
Daily
Correlation Risk.
There is no guarantee that a Fund will achieve a high degree of correlation
to the Reference Assets and therefore achieve its respective daily leveraged
investment objective. Each Fund’s exposure to a Reference Asset is impacted by
the Reference Asset’s movement. Because of this, it is unlikely that a Fund will
be perfectly exposed
to
its Reference Assets at the end of each day. The possibility of a Fund being
materially over- or under-exposed to the Reference Assets increases on days when
a Reference Asset is volatile near the close of the trading day. Market
disruptions, regulatory restrictions and high volatility will also adversely
affect a Fund’s ability to adjust exposure to the required levels.
Each
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, investments in ETFs, directly or indirectly,
accounting standards and their application to income items, disruptions,
illiquid or high volatility in the markets for the securities or financial
instruments in which a Fund invests, early and unanticipated closings of the
markets on which the holdings of a Fund trade, resulting in the inability of a
Fund to execute intended portfolio transactions, regulatory and tax
considerations, which may cause a Fund to hold (or not to hold) a Reference
Asset. Each 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 each Fund’s correlation with a Reference
Asset. A Fund may be subject to large movements of assets into and out of each
Fund, potentially resulting in each Fund being over- or under-exposed to a
Reference Asset. Additionally, each Fund’s underlying investments and/or
reference assets may trade on markets that may not be open on the same day as
each Fund, which may cause a difference between the changes in the daily
performance of a Fund and changes in the performance of the Reference Assets .
Any of these factors could decrease the correlation between the performance of a
Fund and its Reference Assets and may hinder a Fund’s ability to meet its daily
investment objective on or around that day.
Daily
Inverse Correlation Risk (2X Inverse ETF only).
There is no guarantee that the Fund will achieve a high degree of inverse
correlation to the Reference Assets and therefore achieve its daily inverse
investment objective. The Fund’s exposure to a Reference Asset is impacted by a
Reference Asset ’s movement. Because of this, it is unlikely that the Fund will
be perfectly exposed to it a Reference Asset at the end of each day. The
possibility of the Fund being materially over- or under-exposed to a Reference
Asset increases on days when a Reference Asset is volatile near the close of the
trading day. Market disruptions, regulatory restrictions and high volatility
will also adversely affect a Fund’s ability to adjust exposure to the required
levels.
The
Fund may have difficulty achieving its daily inverse investment objective
for many reasons, including fees, expenses, transaction costs, financing costs
related to the use of derivatives, investments in ETFs, directly or indirectly,
accounting standards and their application to income items, disruptions,
illiquid or high volatility in the markets for the securities or financial
instruments in which a Fund invests, early and unanticipated closings of the
markets on which the holdings of a Fund trade, resulting in the inability of a
Fund to execute intended portfolio transactions, regulatory and tax
considerations, which may cause a Fund to hold (or not to hold) a Reference
Asset. The 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 inverse correlation with a Reference
Asset. 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 a
Reference Asset. Additionally, each Fund’s underlying investments and/or
reference assets may trade on markets that may not be open on the same day as
the Fund, which may cause a difference between the changes in the daily
performance of the Fund and changes in the performance of a Reference Asset. Any
of these factors could decrease the inverse correlation between the
performance of a Fund and a Reference Asset and may hinder the Fund’s ability to
meet its daily inverse investment objective on or around that day.
Short
Exposure Risk (2X Inverse ETF only). Shareholders
should lose money when a Reference Asset rises, which is a result that is
the opposite from traditional funds. The Fund will obtain inverse or “short”
exposure on its Reference Assets through the use of swap transactions,
which may expose the Fund to certain risks such as an increase in volatility or
decrease in the liquidity of the securities or financial instruments of the
underlying short position. If the Fund were to experience this volatility or
decreased liquidity, the Fund’s return may be lower, the Fund’s ability to
obtain inverse exposure through the use of derivatives may be limited or the
Fund may be required to obtain inverse exposure through alternative investment
strategies that may be less desirable or more costly to implement. If the
securities or financial instruments underlying the short positions are thinly
traded or have a limited market due to various factors, including regulatory
action, the Fund may be unable to meet its investment objective due to a lack of
available counterparties willing to enter into swap transactions. The Fund may
not be able to issue additional Creation Units during periods when it cannot
meet its investment objective due to these factors. Any income, dividends or
payments by the assets underlying the Fund’s short positions will negatively
impact the Fund.
Cash
Transaction Risk.
Unlike most ETFs, a Fund effects creation and redemptions principally for
cash, rather than principally for in-kind securities, because of the nature of
the financial instruments held by a Fund. As such, investment in a Fund is not
expected to be tax efficient and will incur brokerage costs related to buying
and selling securities to achieve a Fund’s investment objective. To the extent
that such costs are not offset by fees payable by an authorized participant, the
Fund may bear such costs, which will decrease the Fund’s net asset value. ETFs
generally are able to make in-kind redemptions and avoid being taxed on gains on
the distributed portfolio securities at the fund level. Because each Fund
effects redemptions principally for cash, each Fund may be required to sell
portfolio securities in order to obtain the cash needed to distribute redemption
proceeds. A Fund may recognize a capital gain on these sales that might not have
been incurred if such Fund had made a redemption in-kind and this may decrease
the tax efficiency of the Fund compared to ETFs that utilize an in-kind
redemption process. Additionally, because the Funds are conducting the portfolio
transactions rather than receiving securities in-kind the Funds will incur
brokerage commissions and other related expenses thus the Funds’ expenses
will be higher than funds that utilize in-kind creations and
redemptions.
Market
Risk.
A Fund’s investments are subject to changes in general economic conditions,
general market fluctuations and the risks inherent in investment in securities
markets. Investment markets can be volatile and prices of investments can change
substantially due to various factors including, but not limited to, economic
growth or recession, inflation rates and/or investor expectations concerning
such rates, changes in interest rates, changes in the actual or perceived
creditworthiness of issuers, general market liquidity, exchange trading
suspensions and closures, and public health risks. Securities markets also may
experience long periods of decline in value. During a general downturn in the
securities markets, multiple asset classes may decline in value simultaneously
and changes in the financial condition of a single issuer can impact a market
the markets broadly. A Fund is subject to the risk that geopolitical events will
disrupt markets and adversely affect global economies, markets, and exchanges.
Local, regional or global events such as war, acts of terrorism, natural
disasters, the spread of infectious illness or other public health issues,
conflicts and social unrest or other events could have a significant impact on a
Fund, its investments and a Fund’s ability to achieve its investment
objective.
Markets
and market participants are increasingly reliant on information data
systems. Inaccurate data, software or other technology malfunctions, programming
inaccuracies, unauthorized use or access and similar circumstances may impair
the performance of these systems and may have an adverse impact upon a single
issuer, a group of issuers, or securities markets more broadly.
Indirect
Investment Risk.
The issuers of the underlying companies are not affiliated with the Trust,
the Adviser, or any affiliates thereof and is not involved with this offering in
any way, and has no obligation to consider the Fund in taking any corporate
actions that might affect the value of the Funds. Investing in a Fund is not
equivalent to investing in a Fund's Reference Assets. Fund shareholders will not
have voting rights or rights to receive dividends or other distributions or any
other rights with respect to a Fund's Reference Asset.
Reference
Asset Investing Risk. Issuer-specific
attributes may cause an investment held by the Fund to be more volatile than the
market generally. The value of an individual security or particular type of
security may be more volatile than the market as a whole and may perform
differently from the value of the market as a whole. The following is a summary
of risk factors related to the Reference ETPs as identified by the Reference
ETPs in its registration statement – this is not purported to be a complete list
of risks (references to “shares” in this section are to shares of the Reference
ETPs).
Risk
Factors Related to Digital Assets
•Bitcoin
or ether and Bitcoin-linked or ether-linked investments are relatively new
investments, they present unique and substantial risks, and investing in Bitcoin
or ether has been subject to significant price volatility. The trading prices of
many digital assets, including Bitcoin, have experienced extreme volatility in
recent periods and may continue to do so. Extreme volatility in the future,
including further declines in the trading prices of Bitcoin or ether, could have
a material adverse effect on the value of the shares and the shares could lose
all or substantially all of their value.
•The
value of Bitcoin or ether has been and may continue to be deeply speculative
such that trading and investing in Bitcoin or ether intraday may not be based on
fundamental analysis. Individuals and organizations holding large amounts of
Bitcoin or ether known as “whales” may have the ability to manipulate the price
of Bitcoin. The value of the shares is subject to a number of factors relating
to the fundamental investment characteristics of Bitcoin or ether as a digital
asset, including the fact that digital
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 such as the Bitcoin or
Ethereum blockchain. For example, the Bitcoin or Ethereum blockchain may be
subject to attack by miners or a group of miners that possess more than 50% of
the blockchain’s hashing power. The value of the Fund’s investments in Bitcoin
or ether may be adversely affected by such an attack.
•Digital
assets represent a new and rapidly evolving industry, and the value of the
shares depends on the acceptance of Bitcoin or ether.
•Changes
in the governance of a digital asset network may not receive sufficient support
from users and miners, which may negatively affect that digital asset network’s
ability to grow and respond to challenges.
Risk
Factors Related to the Digital Asset Platforms
•The
value of the Shares relates directly to the value of Bitcoins or ether, the
value of which may be highly volatile and subject to fluctuations due to a
number of factors.
•The
Reference ETPs (defined to be the exchange traded product that tracks the price
of Bitcoin or ether) have a limited history, a Reference ETPs price could fail
to track the global Bitcoin or ether price, and a failure of the Reference ETPs
price could adversely affect the value of the shares.
•The
ETP price used to calculate the value of the Reference ETPs’ Bitcoin or ether
may be volatile, adversely affecting the value of the shares.
•Proposed
changes to the Bitcoin or Ethereum blockchain protocol may not be adopted by a
sufficient number of users and miners, which may result in competing blockchains
with different native crypto assets and sets of participants (known as a
“fork”). The value of an investment in the Fund may be negatively impacted by a
temporary or permanent “fork”.
•Bitcoin
or Ethereum blockchain protocol may contain flaws that can be exploited by
attackers and which may adversely affect the value of Bitcoin or ether and the
Fund’s investments. Flaws in the source code for digital assets have been
exploited including flaws that disabled some functionality for users, exposed
users’ personal information and/or resulted in the theft of users’ digital
assets. The cryptography underlying Bitcoin or ether could prove to be flawed or
ineffective, or developments in mathematics and/or technology, including
advances in digital computing, algebraic geometry and quantum computing, could
result in such cryptography becoming ineffective. In any of these circumstances,
a malicious actor may be able to compromise the security of the Bitcoin or ether
network or take the Trust’s Bitcoin or ether, which would adversely affect the
value of the Fund. Exposure of Bitcoin or ether to instability in other
speculative parts of the blockchain and crypto industry, such as through an
event that is not necessarily related to the security or utility of Bitcoin or
Ethereum blockchain can nonetheless precipitate a significant decline in the
price of Bitcoin or ether and an investment in the Fund.
•While
Bitcoin was the first digital asset to gain global adoption, and as of December
31, 2025, Bitcoin was the largest digital asset by market capitalization tracked
by CoinMarketCap.com, there are over 10,000 alternative digital assets with a
total market capitalization of approximately $1.33 trillion. Many consortiums
and financial institutions are also researching and investing resources into
private or permissioned smart contract platforms rather than open platforms like
the Bitcoin network. Competition from the emergence or growth of alternative
digital assets and smart contracts platforms, such as those focused on
zero-knowledge cryptography, Solana, Avalanche, Polkadot, or Cardano, could have
a negative impact on the demand for, and price of, Bitcoin and thereby adversely
affect the value of the Fund.
•Smart
contracts running on the Ethereum blockchain, though designed to be
self-executing and secure, can be, and have been, exploited by hackers. One
incident occurred in June 2016 when The DAO, an early Ethereum-based project,
suffered a major security breach. A hacker exploited a vulnerability in The
DAO’s code, resulting in the theft of around $60 million worth of ether. To
address the breach, the Ethereum community decided to implement a hard fork,
effectively reversing the hack by restoring the stolen funds to a separate smart
contract. This decision was controversial, leading to a split in the Ethereum
community. As a result, two blockchains were formed: Ethereum (ETH), which
continued with the hard fork, and Ethereum Classic (ETC), which maintained the
original chain without the intervention. This hard fork highlighted the risks of
smart contract vulnerabilities and sparked ongoing debates about immutability,
security, and governance within the Ethereum ecosystem.
•Bitcoin
and ether have only recently become selectively accepted as a means of payment
by retail and commercial outlets, and use of Bitcoins or ether by consumers to
pay such retail and commercial outlets remains limited. Banks and other
established financial institutions may refuse to process funds for Bitcoin or
ether transactions; process wire transfers to or from digital asset platforms,
Bitcoin or ether-related companies or service providers; or maintain accounts
for persons or entities transacting in Bitcoin or ether. Processing of Bitcoin
or ether transactions may be slow, transaction fees may be subject to
significant variability. As a result, the prices of Bitcoin or ether may be
influenced to a significant extent by speculators and miners, thus contributing
to price volatility that makes retailers less likely to accept it as a form of
payment in the future.
•While
Ethereum is the oldest and largest smart contract-compatible blockchain, the
Ethereum network has historically faced challenges during periods of high
congestion. These challenges include significant fee spikes due to increased
demand for limited block space. In response, alternative layer-1 blockchains
with smart contract functionality have emerged to address Ethereum’s speed and
scalability issues. Examples of these blockchains include Solana, BNB Chain,
TRON, and Avalanche, which offer faster transaction processing and lower fees
than Ethereum, potentially threatening its market share in the
future.
•Layer
2 refers to a series of different protocols that facilitate the creation of
smart contracts and decentralized applications (dApps) on top of the core
Bitcoin or Ethereum blockchain. Through various means, smart contracts and
transactions are largely executed outside of the Bitcoin or ether main
chain. However, this is achieved while maintaining the full network security of
the core layer 1 chain.
•Further
developments in blockchain for its intended purpose may depend on Layer 2
scaling solutions (“Layer 2 Solutions”). Layer 2 Solutions are protocols
that allow developers to build applications with faster transaction ability and
cheaper costs than if they were to build on the layer 1 chain, which refers to
decentralized applications built on the Bitcoin or ether main chain. There are
various types of scaling solutions for Bitcoin and ether that will assist in the
implementation of Layer 2 Solutions. For Bitcoin or ether to be suitable
for global enterprise and mass adoption, there first needs to be
improvements that facilitate scaling and transaction speed to keep up with user
demand, and accommodating the various types of users and transaction requests.
The Bitcoin Lightning Network is a Layer 2 Solution that uses channels to create
peer-to-peer payment routs between two parties. These exist separately from
Bitcoin and ether’s network and their primary purpose is to allow for faster
transactions. Since these Layer 2 Solutions are recorded off of the Bitcoin or
ether network this results in slower verification times for these transactions,
and users may be subject to manipulation of the transaction data by unauthorized
persons. This may result in users and retailers less likely to accept Bitcoin or
ether as a form of payment, and cause a decrease in the value of Bitcoin or
ether and the performance of the Fund.
Risk
Factors Related to the Reference ETPs and Their Shares
•If
the process of creation and redemption of baskets encounters any unanticipated
difficulties, the possibility for arbitrage transactions by authorized
participants intended to keep the price of the shares closely linked to the
price of Bitcoin or ether 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 authorized participants.
•Security
threats to the Reference ETPs’ account at the custodian could result in the
halting of the Reference ETPs’ operations and a loss of the Reference ETPs
assets or damage to the reputation of the Reference ETPs, each of which could
result in a reduction in the value of the shares.
•The
price used to calculate the value of the Reference ETPs’ Bitcoin or ether may be
volatile, adversely affecting the value of the shares.
•Bitcoin
transactions are irrevocable and stolen or incorrectly transferred Bitcoins or
ether may be irretrievable. As a result, any incorrectly executed Bitcoin or
ether transactions could adversely affect the value of the shares.
•If
the Reference ETPs’ custodian agreement is terminated or its custodian fails to
provide services as required, the Reference ETPs may need to find and appoint a
replacement custodian, which could pose a challenge to the safekeeping of the
Reference ETPs’ Bitcoins or ether, and the Reference ETPs’ 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
Reference ETPs’ prime execution agent could adversely impact the Reference ETPs’
ability to create or redeem baskets, or could cause losses to the Reference
ETPs.
Risk
Factors Related to the Regulation of the Reference ETPs and Their
Shares
•There
are risks regarding new or changing laws and regulations that may affect the use
of blockchain technology and/or investments in crypto assets.
Digital
asset platforms in the U.S. exist in a state of regulatory uncertainty, and
adverse legislative or regulatory developments could significantly harm the
value of Bitcoin or ether or the Shares, such as by banning, restricting or
imposing onerous conditions or prohibitions on the use of Bitcoins or ether,
mining activity, digital wallets, the provision of services related to trading
and custodying Bitcoin, the operation of the Bitcoin or ether network, or the
digital asset platforms generally. Accordingly, future regulatory changes may
have a material adverse impact on the Fund’s investments and its ability to
implement its investment strategy.
•If
regulators subject the Reference ETPs to regulation as a money services business
(“MSB”) or money transmitter, this could result in extraordinary expenses to the
Reference ETPs and also result in decreased liquidity for the
Shares.
•Regulatory
changes or interpretations could obligate an Authorized Participant or the
Reference ETPs to register and comply with new regulations, resulting in
potentially extraordinary, nonrecurring expenses to the Trust.
•The
treatment of digital assets for U.S. federal, state and local income tax
purposes is uncertain.
Crypto
Asset Risk.
Each
Fund has exposure to the crypto asset platforms as a result of the Reference
Assets attempting to reflect generally the performance of the price of Bitcoin
or ether before payment of its expenses and liabilities. A crypto asset operates
without central authority or banks and is not backed by any government. Crypto
assets are often referred to as a “virtual asset” or “digital asset,” and
operate as a decentralized, peer-to-peer financial trading platform and value
storage that is used like money. A crypto asset is also not a legal tender.
Federal, state or foreign governments may restrict the use and exchange of a
crypto asset, and regulation in the U.S. is still developing. Further, the spot
markets for crypto assets are fragmented and lack regulatory compliance and/or
oversight. Ether generally trades on trading platforms that support trading in a
variety of crypto assets, and such trading platforms may be operating out of
compliance with applicable regulations. Crypto asset trading platforms where
ether is traded may become subject to enforcement actions by regulatory
authorities. Crypto asset platforms may stop operating or permanently shut down
due to fraud, technical glitches, hackers or malware. The Fund’s indirect
exposure to crypto assets such as Bitcoin or ether may be affected by the high
volatility associated with such crypto assets exposure. Future regulatory
actions or policies may limit the ability to sell, exchange or use crypto
assets, thereby impairing their prices. Crypto asset trading platforms on which
Bitcoin or ether trades, and which may serve as a pricing source for valuation
of spot Bitcoin or ether held by the Reference ETPs may be subject to
enforcement actions by regulatory authorities.
Index
Performance Risk.
An index used as a Reference Asset by a Fund may underperform other asset
classes and may underperform other similar indexes. An index used by a Fund will
be maintained by a third party provider unaffiliated with the Fund or the
Adviser. There can be no guarantee that the methodology underlying a particular
index or the daily calculation of the index will be free from error. Changes to
the index methodology or changes to the digital asset trading platforms included
in the index may impact the value of the Index may cause a Fund to experience
increased volatility and adversely impact the Fund’s ability to meet its
investment objective.
Industry
Concentration Risk.
Each Fund will be concentrated in the industry to which its Reference
Assets are assigned (i.e., hold more than 25% of its total assets in investments
that provide exposure to Bitcoin). A portfolio concentrated in a particular
industry may present more risks than a portfolio broadly diversified over
several industries.
Subsidiary
Investment Risk. Changes
in the laws of the United States and/or the Cayman Islands, under which the
Funds and their respective Cayman Subsidiary are organized, respectively, could
result in the inability of each Fund to operate as intended and could negatively
affect the Funds and their shareholders. The T-Rex
2X Long Bitcoin
Subsidiary, T-Rex
2X Inverse Bitcoin Subsidiary, T-Rex 2X Long Ether
Subsidiary
is not registered
under the 1940 Act and is not subject to all the investor protections of the
1940 Act. Thus, the Fund, as investors in its Cayman Subsidiary, will not have
all the protections offered to investors in registered investment
companies.
Fixed
Income Securities Risk. When
a Fund invests in fixed income securities, the value of your investment in the
Fund will fluctuate with changes in interest rates. Typically, a rise in
interest rates causes a decline in the value of fixed income securities owned by
the Fund. In general, the market price of fixed income securities with longer
maturities will increase or decrease more in response to changes in interest
rates than shorter-term securities. Other risk factors include credit risk (the
debtor may default), extension risk (an issuer may exercise its right to repay
principal on a fixed rate obligation held by the Fund later than expected), and
prepayment risk (the debtor may pay its obligation early, reducing the amount of
interest payments). These risks could affect the value of a particular
investment by the Fund, possibly causing the Fund’s share price and total return
to be reduced and fluctuate more than other types of investments.
Money
Market Instrument Risk.
Money market instruments, including money market funds and depositary
accounts may be used for cash management purposes. Money market funds may be
subject to credit risk with respect to the short-term debt instruments in which
they invest. Depository accounts may be subject to credit risk with respect to
the financial institution in which the depository account is held. Money market
instruments may also be subject to credit risks associated with the instruments
in which they invest. There is no guarantee that money market instruments will
maintain a stable value, and they may lose money.
Liquidity
Risk.
Some securities held by a Fund may be difficult to buy or sell or illiquid,
particularly during times of market turmoil. Illiquid securities may be
difficult to value, especially in changing or volatile markets. If a Fund is
forced to buy or sell an illiquid security or derivative instrument at an
unfavorable time or price, a Fund may incur a loss. Certain market conditions
may prevent a Fund from limiting losses, realizing gains or achieving a high
correlation with its Reference Assets. There is no assurance that a security or
derivative instrument that is deemed liquid when purchased will continue to be
liquid. Market illiquidity may cause losses for certain Funds. For these Funds,
to the extent that a Fund's Reference Assets move adversely, a Fund may be one
of many market participants that are attempting to facilitate a transaction.
Under such circumstances, the market may lack sufficient liquidity for all
market participants' trades. Therefore, a Fund may have more difficulty
transacting in the security or correlated derivative instruments and a Fund's
transactions could exacerbate the price change of the security. Additionally,
because a Fund is leveraged, a minor adverse change in the value of a Reference
Asset should be expected to have a substantial adverse impact on a Fund and
impact its ability to achieve its investment objective.
In
certain cases, the market for a Reference Asset and/or Fund may lack
sufficient liquidity for all market participants' trades. Therefore, a Fund may
have difficulty transacting in it and/or in correlated investments, such as swap
contracts. Further, a Fund's transactions could exacerbate illiquidity and
volatility in the price of the securities and correlated derivative
instruments.
Early
Close/Trading Halt Risk.
Although a Reference Asset’s shares are listed for trading on an exchange,
there can be no assurance that an active trading market for such shares will be
available at all times. When securities experience a sharp decline in
price, an exchange or market may close entirely or halt for a period of
time in accordance with exchange “circuit breaker” rules or issue trading halts
on specific securities and therefore, a Fund’s ability to buy or sell certain
securities or financial instruments may be restricted. These exchange or market
actions may result in a Fund being unable to buy or sell certain securities or
financial instruments. A Fund may be unable to rebalance its portfolio, may be
unable to accurately price its investments and/or may incur substantial trading
losses. If a Fund is unable to rebalance its portfolio due to a market closure,
a trading halt, an emergency, or other market disrupting event, it may result in
a Fund not achieving its investment objective and a Fund having a significantly
larger leverage multiple than 200%, which may result in significant losses
to Fund shareholders in certain circumstances.
Additionally,
exchange or market closures or trading halts may result in a Fund’s shares
trading at an increasingly large discount to NAV and/or at increasingly wide
bid-ask spreads during part of, or all of, the trading day.
Equity
Securities Risk.
Publicly-issued equity securities, including common stocks, are subject to
market risks that may cause their prices to fluctuate over time. Fluctuations in
the value of equity securities in which a Fund invests will cause the NAV of the
Fund to fluctuate.
Tax
Risk. Each
Fund intends to qualify and remain qualified as a RIC under the Code. Each Fund
will qualify as a RIC if, among other things, it meets the source-of-income and
the asset-diversification requirements.
With
respect to the source-of-income requirement, the Funds must derive in each
taxable year at least 90% of its gross income (including tax-exempt interest)
from (i) dividends, interest, payments with respect to certain securities loans,
gains from the sale or other disposition of stock, securities or foreign
currencies, or other income (including but not limited to gains from options,
futures and forward contracts) derived with respect to its business of investing
in such stock, securities or currencies and (ii) net income derived from an
interest in a “qualified publicly traded partnership” (the items described in
clause (i) and clause (ii) collectively are “Good Income”).
The
Funds will not invest directly in Bitcoin or ether or any other digital asset
because income from such investments may not qualify as Good Income because
Bitcoin, ether, and other digital assets do not meet the definition for any of
the categories of Good Income. On the other hand, the Funds’ investments in cash
investments will qualify as Good Income. The Funds seek to gain exposure to the
Reference Assets, in whole or in part, through investments in each Fund’s
respective Cayman Subsidiary. The T-Rex
2X Long Bitcoin
Subsidiary is wholly-owned and controlled by the T-Rex
2X Long Bitcoin Daily Target ETF.
The T-Rex
2X Inverse Bitcoin Subsidiary
is wholly-owned and controlled by the T-Rex
2X Inverse Bitcoin Daily Target ETF.
The T-Rex
2X Long Ether
Subsidiary is wholly-owned and controlled by the T-Rex
2X Long Ether Daily Target ETF.
The Funds’ investment in their respective Cayman Subsidiary is intended to
provide the Funds with exposure to Bitcoin or ether returns while enabling the
Funds to satisfy source-of-income requirements. The Funds intend to monitor all
of their investments carefully to satisfy the source-of-income test.
Historically,
the Internal Revenue Service (“IRS”) has issued private letter rulings in which
the IRS specifically concluded that income and gains from investments in a
wholly-owned foreign subsidiary that invests in commodity-linked instruments are
Good Income. The Funds have not received such a private letter ruling and is not
able to rely on private letter rulings issued to other taxpayers. Additionally,
the IRS has suspended the granting of such private letter rulings. However,
Treasury Regulations have been issued that treat a RIC’s income inclusion with
respect to such a subsidiary as Good Income.
Based
on the principles underlying private letter rulings previously issued to other
taxpayers and the issued Treasury Regulations, the Funds intend to treat its
income from their respective Cayman Subsidiary as Good Income without any
private letter ruling from the IRS. The tax treatment of each Fund’s investment
in its Cayman Subsidiary may be adversely affected by future legislation, court
decisions, Treasury Regulations and/or guidance issued by the IRS that could
affect whether income derived from such investments is Good Income, or otherwise
affect the character, timing and/or amount of each Fund’s taxable income or any
gains and distributions made by the Funds.
With
respect to the asset-diversification requirement, each Fund must diversify its
holdings so that at the end of each quarter of each taxable year (i) at least
50% of the value of each Fund’s total assets is represented by cash and cash
items, U.S. government securities, the securities of other RICs and other
securities, if such other securities of any one issuer do not represent more
than 5% of the value of each Fund’s total assets or more than 10% of the
outstanding voting securities of such issuer, and (ii) not more than 25% of the
value of each Fund’s total assets is invested in the securities, other than U.S.
government securities or the securities, of other RICs of (a) one issuer, (b)
two or more issuers that are controlled by each Fund and that are engaged in the
same, similar or related trades or businesses, or (c) one or more qualified
publicly traded partnerships.
By
keeping its investment in its Cayman Subsidiary below the 25% limit in clause
(ii) of the asset-diversification test, each Fund expects to satisfy the
asset-diversification requirement.
As
noted above, each Fund intends to satisfy both the source-of-income and the
asset-diversification requirements by following the plans outlined above, as
well as all other requirements needed to maintain its status as a RIC, but it is
nonetheless possible that each Fund might lose its status as a RIC. In such a
case, a Fund will be subject to corporate level U.S. federal income tax on all
of its income and gain, regardless of whether or not such income was
distributed. Distributions to a Fund’s shareholders of such income and gain will
not be deductible by a Fund in computing its taxable income. In such event, a
Fund’s distributions, to the extent derived from a Fund’s current or accumulated
earnings and profits, would constitute ordinary dividends, which would generally
be eligible for the dividends received deduction available to corporate
shareholders, and non-corporate shareholders would generally be able to treat
such distributions as “qualified dividend income” eligible for reduced rates of
U.S. federal income taxation, provided in each case that certain holding period
and other requirements are satisfied.
Distributions
in excess of a Fund’s current and accumulated earnings and profits would be
treated first as a return of capital to the extent of the shareholders’ tax
basis in their Fund shares, and any remaining distributions would be treated as
a capital gain. To qualify as a RIC in a subsequent taxable year, a Fund would
be required to satisfy the source-of-income, the asset diversification, and the
annual distribution requirements for that year and dispose of any earnings and
profits from any year in which the Fund failed to qualify for tax treatment as a
RIC. Subject to a limited exception applicable to RICs that qualified as such
under the Code for at least one year prior to disqualification and that
requalify as a RIC no later than the second year following the nonqualifying
year, a Fund would be subject to tax on any unrealized built-in gains in the
assets held by it during the period in which the Fund failed to qualify for tax
treatment as a RIC that are recognized within the subsequent five years, unless
the Fund made a special election to pay corporate-level U.S. federal income tax
on such built-in gain at the time of its requalification as a RIC.
Non-Diversification
Risk.
Each Fund is classified as “non-diversified” under the Investment
Company Act of 1940, as amended. This means it has the ability to
invest a relatively high percentage of its assets in the securities of a small
number of issuers or in financial instruments with a single counterparty or a
few counterparties. This may increase a Fund’s volatility and increase the risk
that a Fund’s performance will decline based on the performance of a single
issuer or the credit of a single counterparty and make a Fund more
susceptible to risks associated with a single economic, political or
regulatory occurrence than a diversified fund.
Special
Risks of Exchange-Traded Funds
Authorized
Participants Concentration Risk. A
Fund may have a limited number of financial institutions that may act as
Authorized Participants. To the extent that those Authorized Participants exit
the business or are unable to process creation and/or redemption orders, Shares
may trade at larger bid-ask spreads and/or premiums or discounts to NAV.
Authorized Participant concentration risk may be heightened for a fund that
invests in non-U.S. securities or other securities or instruments that have
lower trading volumes.
Absence
of Active Market Risk.
Although Shares are listed for trading on a stock exchange, there is no
assurance that an active trading market for them will develop or be maintained.
In the absence of an active trading market for Shares, they will likely trade
with a wider bid/ask spread and at a greater premium or discount to
NAV.
Market
Price Variance Risk.
Shares of a Fund can be bought and sold in the secondary market at market prices
rather than at NAV. When Shares trade at a price greater than NAV, they are said
to trade at a “premium.” When they trade at a price less than NAV, they are said
to trade at a “discount.” The market price of Shares fluctuates based on changes
in the value of a Fund’s holdings and on the supply and demand for Shares.
Because Shares can be created and redeemed in Creation Units at NAV, the
Adviser believes that large discounts or premiums to the net asset value of
Shares should not be sustained over the long term. Nevertheless, the market
price of Shares may vary significantly from NAV during periods of market
volatility. Further, to the extent that exchange specialists, market makers
and/or Authorized Participants are unavailable or unable to trade a Fund’s
Shares and/or create and redeem Creation Units, bid/ask spreads and premiums or
discounts may widen. The exact exposure of an investment in a Fund intraday in
the secondary market is a function of the difference between the value of a
Reference Asset at the market close on the first trading day and the value of
the Reference Asset at the time of purchase. Thus, an investor that purchases
shares intra-day may experience performance that is greater than, or less than,
a Fund’s stated multiple of its Reference Assets.
Trading
Cost Risk.
Buying or selling Fund shares on an exchange involves two types of costs that
apply to all securities transactions. When buying or selling shares of a Fund
through a broker, you will likely incur a brokerage commission and other
charges. In addition, you may incur the cost of the “spread”; that is, the
difference between what investors are willing to pay for Fund shares (the “bid”
price) and the price at which they are willing to sell Fund shares (the “ask”
price). The spread, which varies over time for shares of a Fund based on trading
volume and market liquidity, is generally narrower if the Fund has more trading
volume and market liquidity and wider if the Fund has less trading volume and
market liquidity. In addition, increased market volatility may cause wider
spreads. There may also be regulatory and other charges that are incurred as a
result of trading activity. Because of the costs inherent in buying or selling
Fund shares, frequent trading may detract significantly from investment results
and an investment in Fund shares may not be advisable for investors who
anticipate regularly making small investments through a brokerage
account.
Exchange
Trading Risk.
Trading in Shares on an exchange may be halted due to market conditions or for
reasons that, in the view of that exchange, make trading in Shares inadvisable,
such as extraordinary market volatility or other reasons.
Extraordinary
market volatility can lead to trading halts pursuant to “circuit breaker” rules
of the exchange or market. There can be no assurance that Shares will continue
to meet the listing requirements of the exchange on which they trade, and the
listing requirements may be amended from time to time.
MANAGEMENT
The
Investment Adviser.
Tuttle Capital Management, LLC (the “Adviser”), 155 Lockwood Rd., Riverside, CT
06878, is the investment adviser for the Funds. The Adviser is registered as an
investment adviser under the Investment Advisers Act of 1940, as amended. The
Adviser is a Delaware limited liability company and was organized in
2012.
Under
the Investment Advisory Agreement between the Adviser and the Trust, on behalf
of the Funds (the “Investment Advisory Agreement”), the Adviser is responsible
for the day-to-day management of each Fund’s investments. The Adviser also: (i)
furnishes the Funds with office space and certain administrative services; and
(ii) provides guidance and policy direction in connection with its daily
management of each Fund’s assets, subject to the authority of the Board. For its
services, the Adviser is entitled to receive an annual management fee calculated
daily and payable monthly, as a percentage of each Fund’s daily net assets, at
the annual rate of 0.95%.
Under
the Investment Advisory Agreement, the Adviser has agreed, at its own expense
and without reimbursement from the Fund, to pay all expenses of the Funds,
except for: the fee paid to the Adviser pursuant to the Investment Advisory
Agreement, interest expenses, taxes, acquired fund fees and expenses, brokerage
commissions and any other portfolio transaction related expenses and fees
arising out of transactions effected on behalf of the Funds, credit facility
fees and expenses, including interest expenses, and litigation and
indemnification expenses and other extraordinary expenses not incurred in the
ordinary course of the Funds’ business. During the fiscal period December 31,
2025, the Funds, paid the Adviser the following amounts in management fees
pursuant to the Investment Advisory Agreement:
|
|
|
|
|
| |
|
Fund |
Fiscal
year ended December 31, 2025 |
|
T-REX
2X LONG BITCOIN DAILY TARGET ETF |
$491,152 |
|
T-REX
2X INVERSE BITCOIN DAILY TARGET ETF |
$51,738 |
|
T-REX
2X LONG ETHER DAILY TARGET ETF |
$169,771 |
A
discussion regarding the basis for the Board approving the Investment Advisory
Agreement for the Funds is available in each Fund’s report filed on Form N-CSR
for the period ending December 31, 2025.
Fund
Sponsor
REX
Shares, LLC (“REX”), a Delaware limited liability company, located in Miami,
Florida, is an independent sponsor of ETFs. The research of an affiliate of REX
was used in the creation of the Fund’s trading strategy. REX does not make
investment decisions, provide investment advice, or otherwise act in the
capacity of an investment adviser to the Fund. REX is not related to the
Adviser, the Fund or any of the underlying stocks of the Fund. REX makes 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 Shares in particular, or as to the ability of any Fund to
meet its investment objective.
The
Adviser has entered into an agreement with the Sponsor pursuant to which the
Sponsor and the Adviser have jointly assumed the obligation of the Adviser to
pay all expenses of the Fund, except excluded expenses. The Sponsor will also
provide marketing support for the Fund including, but not limited to, providing
the Fund with access to and the use of the Sponsor’s marketing capabilities,
including leveraging the Sponsor’s expertise in developing marketing strategies
and communications through print and electronic media. For its services, the
Sponsor is entitled to a fee from the Adviser, which is calculated daily and
paid monthly, based on a percentage of the average daily net assets of the Fund.
The Sponsor does not act as a distributor to the Funds and does not sell shares
of the Funds. All Funds are distributed through the Distributor.
The
Portfolio Manager
Matthew
Tuttle, Chief Executive Officer of the Adviser, has served as each Fund’s
portfolio manager since their inception in 2024. Matthew Tuttle has been
involved in the financial services industry since 1990. He has an MBA in finance
from Boston University and is the author of two financial books, Financial
Secrets of My Wealthy Grandparents
and How
Harvard and Yale Beat the Market.
He has been launching and managing ETFs since 2015.
The
SAI provides additional information about the portfolio manager’s compensation,
other accounts managed by the portfolio manager, and the portfolio manager’s
ownership in each Fund.
The
Trust
Each
Fund is a non-diversified series of the World Funds Trust, an open-end
management investment company organized as a Delaware statutory trust on April
9, 2007. The Board supervises the operations of the Funds according to
applicable state and federal law, and the Board is responsible for the overall
management of the Funds’ business affairs.
Portfolio
Holdings
A
description of the Fund’s policies and procedures with respect to the disclosure
of the Fund’s portfolio securities is available in the Funds’ SAI. Complete
holdings are published on the Funds’ website on a daily basis. Please visit the
Fund’s website at www.rexshares.com. In addition, each Fund’s complete holdings
(as of the dates of such reports) are available in reports on Form N-PORT and
Form N-CSR filed with the SEC.
HOW
TO BUY AND SELL SHARES
Most
investors will buy and sell shares of the Funds through broker-dealers at market
prices. Shares of the Funds are listed for trading on the Exchange and on the
secondary market during the trading day and can be bought and sold throughout
the trading day like other shares of publicly traded securities. Shares may only
be purchased and sold on the secondary market when the Exchange is open for
trading. The following table shows the trading symbol of each Fund.
|
|
|
|
|
| |
|
T-Rex
2X Long Bitcoin Daily Target ETF |
BTCL |
|
T-Rex
2X Inverse Bitcoin Daily Target ETF |
BTCZ |
|
T-Rex
2X Long Ether Daily Target ETF |
ETU |
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 offered price in the secondary market on each leg of a round trip
(purchase and sale) transaction.
The
NAV of the Funds’ shares is calculated at the close of regular trading on the
Exchange, generally 4:00 p.m. New York time, on each day the Exchange is open.
The NAV of the Funds’ Shares is determined by dividing the total value of the
Funds’ portfolio investments and other assets, less any liabilities, by the
total number of Shares outstanding of the Funds.
Bitcoin
and ether trade on days and at times when the Funds are not open for business or
when the Exchange is not open. During such periods, the value of a Fund’s assets
may vary and shareholders will not be able to purchase or sell Fund shares and
Authorized Participants will not be able to create or redeem Creation
Units.
In
calculating its NAV, the Funds generally value their assets on the basis of
market quotations, last sale prices, or estimates of value furnished by a
pricing service or brokers who make markets in such instruments.
Fair
value pricing is used by the Funds when market quotations are not readily
available or are deemed to be unreliable or inaccurate based on factors such as
evidence of a thin market in the security or a significant event occurring after
the close of the market but before the time as of which the Funds’ NAV is
calculated. When fair-value pricing is employed, the prices of securities used
by the Funds to calculate its NAV may differ from quoted or published prices for
the same securities.
APs
may acquire shares directly from the Funds, and APs may tender their shares for
redemption directly to the Funds, at NAV per share only in large blocks, or
Creation Units, of at least 10,000 shares. Purchases and redemptions directly
with the Funds must follow the Funds’ procedures, which are described in the
SAI.
Under
normal circumstances, the Funds will pay out redemption proceeds to a redeeming
AP within two (2) days after the AP’s redemption request is received, in
accordance with the process set forth in the Funds’ SAI and in the agreement
between the AP and the Funds’ distributor. However, the Funds reserve the right,
including under stressed market conditions, to take up to seven (7) days after
the receipt of a redemption request to pay an AP, all as permitted by the 1940
Act. Each Fund anticipates regularly meeting redemption requests primarily in
cash, although each Fund reserves the right to pay all or portion of the
redemption proceeds to an AP in-kind. Cash used for redemptions will be raised
from the sale of portfolio assets or may come from existing holdings of cash or
cash equivalents.
Each
Fund may liquidate and terminate at any time without shareholder
approval.
Book
Entry
Shares
are held in book entry form, which means that no stock certificates are issued.
The Depository Trust Company (“DTC”) or its nominee is the record owner of all
outstanding shares and is recognized as the owner of all shares for all
purposes.
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.
Participants in DTC 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”
form.
FREQUENT
PURCHASES AND REDEMPTIONS OF FUND SHARES
Shares
can only be purchased and redeemed directly from the Funds in Creation Units by
APs, and the vast majority of trading in shares occurs on the secondary market.
Because the secondary market trades do not directly involve the Funds, it is
unlikely those trades would cause the harmful effects of market timing,
including dilution, disruption of portfolio management, increases in the Funds’
trading costs and the realization of capital gains. With regard to the purchase
or redemption of Creation Units directly with each Fund, to the extent effected
in-kind (i.e.,
for securities), those trades do not cause the harmful effects that may result
from frequent cash trades. To the extent trades are effected in whole or in part
in cash, those trades could result in dilution to the Funds and increased
transaction costs, which could negatively impact a Fund’s ability to achieve its
investment objective. However, direct trading by APs is critical to ensuring
that shares trade at or close to NAV. The Funds also employ fair valuation
pricing to minimize potential dilution from market timing. In addition, the
Funds impose transaction fees on purchases and redemptions of shares to cover
the custodial and other costs incurred by the Funds in effecting trades. These
fees increase if an investor substitutes cash in part or in whole for
securities, reflecting the fact that a Fund’s trading costs increase in those
circumstances. Given this structure, the Trust has determined that it is not
necessary to adopt policies and procedures to detect and deter market timing of
the shares.
DIVIDENDS,
OTHER DISTRIBUTIONS AND TAXES
Shares
are traded throughout the day in the secondary market on a national securities
exchange on an intra-day basis and are created and redeemed in-kind and/or for
cash in Creation Units at each day’s next calculated NAV. The Funds currently
intend to create and redeem Creation Units in cash. Satisfying redemptions in
cash may result in the Fund selling portfolio securities to obtain cash to meet
net Fund redemptions which can have an adverse tax impact on taxable
shareholders. These sales may generate taxable gains for the ongoing
shareholders of the Fund. In-kind arrangements are designed to protect ongoing
shareholders from the adverse effects on a Fund’s portfolio that could arise
from frequent cash redemption transactions. In the event that a Fund redeems
Creation Units in-kind, the shares’ in-kind redemption mechanism generally will
not lead to a tax event for the Fund or its ongoing shareholders.
Ordinarily,
the Funds will distribute any net investment income and net realized capital
gains annually. The Funds may also pay a special distribution at the end of a
calendar year to comply with U.S. federal income tax requirements.
No
dividend reinvestment service is provided by the Funds. Broker-dealers may make
available the DTC book-entry Dividend Reinvestment Service for use by beneficial
owners of the Funds for reinvestment of their dividend distributions. Beneficial
owners should contact their broker to determine the availability and costs of
the service and the details of participation therein. Brokers may require
beneficial owners to adhere to specific procedures and timetables. If this
service is available and used, dividend distributions of both income and
realized gains will be automatically reinvested in additional whole shares of
the Fund purchased in the secondary market.
Distributions
in cash may be reinvested automatically in additional whole shares only if the
broker through whom you purchased shares makes such option
available.
Taxes
As
with any investment, you should consider how your investment in shares will be
taxed. The tax information in this Prospectus is provided as general
information. You should consult your own tax professional about the tax
consequences of an investment in shares.
Unless
your investment in shares is made through a tax-exempt entity or tax-deferred
retirement account, such as an individual retirement account, you need to be
aware of the possible tax consequences when:
-A
Fund makes distributions,
-You
sell your shares listed on the Exchange, and
-You
purchase or redeem Creation Units.
Taxes
on Distributions
Distributions
from each Fund’s net investment income, including net short-term capital gains,
if any, are taxable to you as ordinary income, except that each Fund’s dividends
attributable to its “qualified dividend income” (e.g.,
dividends received on stock of most U.S. and certain foreign corporations with
respect to which the Fund satisfies certain holding period and other
requirements), if any, generally are subject to U.S. federal income tax for
non-corporate U.S. shareholders who satisfy those requirements with respect to
their shares at the rate for net capital gain. A part of each Fund’s dividends
also may be eligible for the dividends-received deduction allowed to U.S.
corporations, subject to similar requirements. However, dividends a corporate
U.S. shareholder deducts pursuant to that deduction are subject indirectly to
the U.S. federal alternative minimum tax.
In
general, distributions received from a Fund are subject to U.S. federal income
tax when they are paid, whether taken in cash or reinvested in the Fund (if that
option is available). Distributions reinvested in additional shares through the
means of a dividend reinvestment service, if available, will be taxable to
shareholders acquiring the additional shares to the same extent as if such
distributions had been received in cash. Distributions of net long-term capital
gains, if any, in excess of net short-term capital losses are taxable as
long-term capital gains, regardless of how long you have held the
shares.
Distributions
in excess of a Fund’s current and accumulated earnings and profits are treated
as a tax-free return of capital to the extent of your basis in the shares and as
capital gain thereafter. A distribution will reduce a Fund’s NAV per share and
may be taxable to you as ordinary income or capital gain (as described above)
even though, from an investment standpoint, the distribution may constitute a
return of capital.
By
law, the Funds are required to backup withhold twenty-four percent (24%) of your
distributions and sales proceeds if you have not provided the Fund with a
correct Social Security number or other taxpayer identification number and in
certain other situations.
Taxes
on Exchange-Listed Share Sales
Any
capital gain or loss realized upon a sale of shares is generally treated as
long-term capital gain or loss if the shares have been held for more than one
year and as short-term capital gain or loss if the shares have been held for one
year or less. The ability to deduct capital losses from sales of shares may be
limited.
Taxes
on Purchase and Redemption of Creation Units
An
Authorized Participant who exchanges securities for Creation Units generally
will recognize a taxable gain or a loss equal to the difference between the
market value of the Creation Units at the time of the exchange and the sum of
the exchanger’s aggregate tax basis in the securities surrendered plus any cash
it pays. An Authorized Participant who exchanges Creation Units for securities
will generally recognize a taxable gain or loss equal to the difference between
the exchanger’s tax basis in the Creation Units and the sum of the aggregate
market values of the securities received plus any cash. The Internal Revenue
Service (“Service”), however, may assert that a loss realized upon an exchange
of securities for Creation Units cannot be deducted currently under the rules
governing “wash sales” or for other reasons. Persons exchanging securities
should consult their own tax advisor with respect to whether the wash sale rules
apply and when a loss might not be deductible.
Any
capital gain or loss realized upon redemption of Creation Units is generally
treated as long-term capital gain or loss if the shares have been held for more
than one year and as short-term capital gain or loss if the shares have been
held for one year or less.
If
you purchase or redeem Creation Units, you will be sent a confirmation statement
showing how many shares you purchased or sold and at what price. See “Taxes” in
the SAI for a description of the requirement regarding basis determination
methods applicable to share redemptions and the Fund’s obligation to report
basis information to the Service.
At
the time that this prospectus is being prepared, various administrative and
legislative changes to the U.S. federal income tax laws are under consideration,
but it is not possible at this time to determine whether any of these changes
will take place or what the changes might entail.
The
foregoing discussion summarizes some of the possible consequences under current
U.S. federal income tax law of an investment in the Funds. It is not a
substitute for personal tax advice. Consult your personal tax advisor about the
potential tax consequences of an investment in the shares under all applicable
tax laws. See “Taxes” in the SAI for more information.
FUND
SERVICE PROVIDERS
Commonwealth
Fund Services, Inc.
(the “Administrator”) is the Funds’ administrator. The firm is primarily in the
business of providing administrative services to retail and institutional mutual
funds and exchange-traded funds.
U.S.
Bank Global Fund Services, LLC (“U.S.
Bank”) serves as the Funds’ fund accountant, and it provides certain other
services to the Funds not provided by the Administrator. U.S. Bank is primarily
in the business of providing administrative, fund accounting services to retail
and institutional exchange-traded funds and mutual funds.
U.S.
Bank serves
as the Funds’ custodian and transfer agent.
Foreside
Fund Services, LLC (the
“Distributor”) serves as the Distributor of Creation Units for the Funds on an
agency basis. The Distributor does not maintain a secondary market in
shares.
Practus,
LLP
serves as legal counsel to the Trust and the Funds.
Cohen
& Company, Ltd.
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.
OTHER
INFORMATION
Continuous
Offering
The
method by which Creation Units of shares are created and traded may raise
certain issues under applicable securities laws. Because new Creation Units of
shares are issued and sold by the Funds on an ongoing basis, a “distribution,”
as such term is used in the Securities Act of 1933, as amended (the “Securities
Act”), may occur at any point. Broker-dealers and other persons are cautioned
that some activities on their part may, depending on the circumstances, result
in their being deemed participants in a distribution in a manner which could
render them statutory underwriters and subject them to the prospectus delivery
requirement and liability provisions of the Securities Act.
For
example, a broker-dealer firm or its client may be deemed a statutory
underwriter if it takes Creation Units after placing an order with the
Distributor, breaks them down into constituent shares and sells the shares
directly to customers or if it chooses to couple the creation of a supply of new
shares with an active selling effort involving solicitation of secondary market
demand for shares. A determination of whether one is an underwriter for purposes
of the Securities Act must take into account all the facts and circumstances
pertaining to the activities of the broker-dealer or its client in the
particular case, and the examples mentioned above should not be considered a
complete description of all the activities that could lead to a characterization
as an underwriter.
Broker-dealer
firms should also note that dealers who are not “underwriters” but are effecting
transactions in shares, whether or not participating in the distribution of
shares, are generally required to deliver a prospectus. This is because the
prospectus delivery exemption in Section 4(3) of the Securities Act is not
available in respect of such transactions as a result of Section 24(d) of the
1940 Act. As a result, broker-dealer firms should note that dealers who are not
“underwriters” but are participating in a distribution (as contrasted with
engaging in ordinary secondary market transactions) and thus dealing with the
shares that are part of an overallotment within the meaning of Section 4(3) of
the Securities Act, will be unable to take advantage of the prospectus delivery
exemption provided by Section 4(3) of the Securities Act. For delivery of
prospectuses to exchange members, the prospectus delivery mechanism of Rule 153
under the Securities Act is only available with respect to transactions on a
national exchange.
Dealers
effecting transactions in the shares, whether or not participating in this
distribution, are generally required to deliver a Prospectus. This is in
addition to any obligation of dealers to deliver a Prospectus when acting as
underwriters.
Premium/Discount
Information
When
available, information regarding how often the shares of each Fund traded on the
Exchange at a price above (i.e., at
a premium) or below (i.e., at
a discount) the NAV of each Fund will be available at
www.rexshares.com.
FINANCIAL
HIGHLIGHTS
The
following table is intended to help you better understand the financial
performance of the Funds since their inception. Certain information reflects
financial results for a single share of each Fund. The total return in the table
represents the rate you would have earned (or lost) on an investment in each
Fund, assuming reinvestment of all dividends and distributions. The information
has been audited by Cohen & Company, Ltd., the independent registered public
accounting firm of the Funds, whose report, along with the Funds’ financial
statements, is included in the Funds’ annual report to shareholders. The annual
report is available from the Funds upon request without charge.
|
|
|
|
|
| |
|
T-REX 2X
LONG BITCOIN DAILY TARGET ETFS |
|
Consolidated
Financial Highlights |
Selected
Per Share Data
Throughout
The Period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
Long
Bitcoin |
|
|
Year
Ended December 31, 2025 |
|
Period
Ended December 31, 2024 (1) |
|
Net
asset value, beginning of period |
$ |
48.76 |
|
|
$ |
25.00 |
|
|
Investment
activities |
|
|
| |
|
Net
investment income (loss)(2) |
(0.40) |
|
|
(0.09) |
|
Net
realized and unrealized gain (loss) on total return swap contracts
(3) |
(18.80) |
|
|
25.97 |
|
Total
from investment activities |
(19.20) |
|
|
25.88 |
|
Distributions |
|
|
| |
|
Ordinary
income |
(0.49) |
|
|
(2.12) |
|
Total
distributions |
(0.49) |
|
|
(2.12) |
|
Net
asset value, end of period |
$ |
29.07 |
|
|
$ |
48.76 |
|
Total
Return(4) |
(39.37)% |
|
|
103.19% |
|
Ratios/Supplemental
Data |
|
|
| |
|
Ratios
to average net assets(5) |
|
|
| |
|
Expenses,gross |
1.23%(6) |
|
|
0.95% |
|
Net
investment income (loss) |
(0.86)% |
|
|
(0.49)% |
|
Portfolio
turnover rate(7) |
0.00% |
|
|
0.00% |
|
Net
assets, end of period (000s) |
$ |
37,214 |
|
|
$ |
42,424 |
|
(1)
The
Funds commenced operations on July 11, 2024.
(2)
Per share amounts calculated using the average shares outstanding during the
period.
(3)
Realized
and unrealized gains and losses per share in this 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 the timing of share transactions for the
period.
(4) Total
return is for the period indicated and has not been annualized for periods less
than one year.
(5) Ratios
to average net assets have been annualized.
(6) Ratio
of expenses, excluding interest and tax expenses, would have been
0.95%.
(7) Ratio
is zero due to the Fund not holding any long term securities at any month end
during the period.
|
|
|
|
|
| |
|
T-REX 2X
INVERSE BITCOIN DAILY TARGET ETFS |
|
Consolidated
Financial Highlights |
Selected
Per Share Data
Throughout
The Period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
Inverse
Bitcoin |
|
|
Year
Ended December 31, 2025 |
|
Period
Ended December 31, 2024 (1) |
|
|
Net
asset value, beginning of period |
$ |
5.93 |
|
|
$ |
25.00 |
|
|
|
Investment
activities |
|
|
| |
|
Net
investment income (loss)(2) |
(0.02) |
|
|
(0.01) |
|
|
|
Net
realized and unrealized gain (loss) on total return swap contracts
(3) |
(1.70) |
|
|
(19.06) |
|
|
|
Total
from investment activities |
(1.72) |
|
|
(19.07) |
|
|
|
Distributions |
|
|
| |
|
Ordinary
income |
— |
|
(4) |
— |
|
(4) |
|
|
|
|
| |
|
Return
of Capital |
— |
|
|
— |
|
(4) |
|
Total
distributions |
— |
|
|
— |
|
|
|
Net
asset value, end of period |
$ |
4.21 |
|
|
$ |
5.93 |
|
|
|
Total
Return(5) |
(29.04) |
% |
|
(76.26) |
% |
(4) |
|
Ratios/Supplemental
Data |
|
|
| |
|
Ratios
to average net assets(6) |
|
|
| |
|
Expenses,gross |
0.95 |
% |
|
0.95 |
% |
|
|
Net
investment income (loss) |
(0.55) |
% |
|
(0.38) |
% |
|
|
Portfolio
turnover rate(7) |
0.00 |
% |
|
0.00 |
% |
|
|
Net
assets, end of period (000s) |
$ |
12,832 |
|
|
$ |
5,930 |
|
|
(1)
The
Funds commenced operations on July 11, 2024.
(2)
Per share amounts calculated using the average shares outstanding during the
period.
(3)
Realized
and unrealized gains and losses per share in this 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 the timing of share transactions for the
period.
(4)
Less
than $0.005.
(5) Total
return is for the period indicated and has not been annualized for periods less
than one year.
(6) Ratios
to average net assets have been annualized.
(7) Ratio
is zero due to the Fund not holding any long term securities at any month end
during the period.
|
|
|
|
|
| |
|
T-REX 2X
LONG ETHER DAILY TARGET ETFS |
|
Consolidated
Financial Highlights |
Selected
Per Share Data
Throughout
The Period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
Long
Ether |
|
|
Year
Ended December 31, 2025 |
|
Period
Ended December 31, 2024 (1) |
|
|
Net
asset value, beginning of period |
$ |
38.51 |
|
|
$ |
25.00 |
|
|
|
Investment
activities |
|
|
| |
|
Net
investment income (loss)(2) |
(0.13) |
|
|
(0.04) |
|
|
|
Net
realized and unrealized gain (loss) on total return swap contracts
(3) |
(23.90) |
|
|
13.57 |
|
|
|
Total
from investment activities |
(24.03) |
|
|
13.53 |
|
|
|
Distributions |
|
|
| |
|
Ordinary
income |
— |
|
(4) |
(0.02) |
|
|
|
Total
distributions |
— |
|
(0.02) |
|
|
|
Net
asset value, end of period |
$ |
14.48 |
|
|
$ |
38.51 |
|
|
Total
Return(5) |
(62.39) |
% |
|
54.09 |
% |
|
|
Ratios/Supplemental
Data |
|
|
| |
|
Ratios
to average net assets(6) |
|
|
| |
|
Expenses,gross |
0.95 |
% |
|
0.95 |
% |
|
|
Net
investment income (loss) |
(0.56) |
% |
|
(0.48) |
% |
|
|
Portfolio
turnover rate(7) |
0.00 |
% |
|
0.00 |
% |
|
|
Net
assets, end of period (000s) |
$ |
20,999 |
|
|
$ |
10,782 |
|
|
(1)
The
Funds commenced operations on October 25, 2024.
(2)
Per share amounts calculated using the average shares outstanding during the
period.
(3)
Realized
and unrealized gains and losses per share in this 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 the timing of share transactions for the
period.
(4)
Less
than $0.005.
(5) Total
return is for the period indicated and has not been annualized for periods less
than one year.
(6) Ratios
to average net assets have been annualized.
(7) Ratio
is zero due to the Fund not holding any long term securities at any month end
during the period.
FOR
MORE INFORMATION
You
will find more information about the Funds in the following
documents:
Statement
of Additional Information: For
more information about the Fund, you may wish to refer to the Fund’s SAI dated
April 30, 2026, which is on file with the SEC and incorporated by reference into
this prospectus.
Annual/Semi-Annual
Reports: Additional
information about the Fund’s investments is available in the Fund’s annual and
semi-annual reports to shareholders and in Form N-CSR. In each Fund’s annual
report, you will find a discussion of the market conditions and investment
strategies that significantly affected the 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 a free copy of the SAI, annual and semi-annual reports, and other
information, such as the Funds’ financial statements, by writing to the Funds at
8730 Stony Point Parkway, Suite 205, Richmond, Virginia 23235, by calling the
Fund toll-free at (833)
759-6110,
by email at: [email protected]. The Funds’ annual and semi-annual reports,
prospectus and SAI are all available for viewing/downloading at
www.rexshares.com. General inquiries regarding the Funds may also be directed to
the above address or telephone number.
Copies
of these documents and other information about the Funds are available on the
EDGAR Database on the Commission’s Internet site at http://www.sec.gov, and
copies of these documents may also be obtained, after paying a duplication fee,
by electronic request at the following email address:
[email protected].
(Investment
Company Act File No. 811-22172)