SUBJECT
TO COMPLETION
Dated
October 23, 2025
THE
INFORMATION HEREIN IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE
SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE
SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY
JURISDICTION IN WHICH THE OFFER OR SALE IS NOT PERMITTED.
Teucrium
xETFs 2x Long Daily BNB ETF (ticker)
A
series of Listed Funds Trust
Listed
on [...]
PROSPECTUS
[...],
2026
The
U.S. Securities and Exchange Commission (the “SEC”) has not approved or
disapproved of these securities or passed upon the accuracy or adequacy of this
Prospectus. Any representation to the contrary is a criminal
offense.
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| Manager
of Managers Structure |
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| TEUCRIUM
xETFS 2X LONG DAILY BNB ETF - FUND
SUMMARY |
Important
Information About the Fund
The
Teucrium xETFs 2x Long Daily BNB ETF (the (“2x BNB Fund” or the “Fund”) seeks
daily investment results, before fees and expenses, that correspond to two times
(2x) the daily price performance of Binance Coin (“BNB”) for a single day, not
for any other period. A “single day” is measured from the time the Fund
calculates its net asset value (“NAV”) to the time of the Fund’s next NAV
calculation. The
return of the Fund for periods longer than a single day will be the result of
its return for each day compounded over the period. The Fund’s returns for
periods longer than a single day will very likely differ in amount, and possibly
even direction, from the Fund’s stated multiple (2x) times the return of daily
changes in the price of BNB for the same period. For periods longer than a
single day, the Fund will lose money if BNB’s performance is flat, and it is
possible that the Fund will lose money even if the price of BNB increases.
Longer
holding periods, higher volatility in the price of BNB, and greater leveraged
exposure each exacerbate the impact of compounding on an investor’s returns.
During periods of higher BNB volatility, the volatility of BNB may affect the
Fund’s return as much as or more than the return of the price of
BNB.
The
Fund presents different risks than other types of funds. The Fund uses leverage
and is riskier than similarly benchmarked funds that do not use leverage. The
Fund may not be suitable for all investors and should be used only by
knowledgeable investors who understand the consequences of seeking daily
leveraged (2x) investment results, including the impact of compounding on Fund
performance. The Fund is intended to be used as a short-term trading vehicle.
Investors in the Fund should actively manage and monitor their investments, as
frequently as daily. The Fund is not intended to be used by, and is not
appropriate for, investors who do not actively monitor and manage their
portfolio. An investor in the Fund could potentially lose the full principal
value of their investment within a single day.
Investment
Objective
The
Fund seeks daily investment results, before fees and expenses, that correspond
to two times (2x) the daily price performance of BNB. The
Fund does not seek to achieve its stated investment objective over a period of
time greater than a single day.
Fees
and Expenses of the Fund
This
table describes the fees and expenses that you may pay if you buy, hold, and
sell shares of the Fund (“Shares”). You
may pay other fees, such as brokerage commissions and other fees to financial
intermediaries, which are not reflected in the table and Example
below.
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Shareholder
Fees (fees
paid directly from your investment) |
None |
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Annual
Fund Operating Expenses1
(expenses
that you pay each year as a percentage of the value of your
investment) |
| Management
Fee |
[...]% |
| Distribution
and/or Service (12b-1) Fees |
0.00% |
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Other
Expenses1,2 |
0.00% |
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Acquired
Fund Fees and Expenses3 |
[...]% |
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Total
Annual Fund Operating Expenses3 |
[...]% |
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1.Estimated
for the current fiscal year. “Other Expenses” does not include fees paid to the
Fund’s swap contract counterparties, or the management fees, performance fees,
and expenses of the reference assets or trading vehicles underlying such swap
contracts. These fees and expenses, which are not reflected in this Annual Fund
Operating Expenses table, are embedded in the returns of the swap contracts
(i.e.,
the fees and expenses reduce the investment returns of the swap contracts) and
represent an indirect cost of investing in the Fund.
2.Teucrium
Investment Advisors, LLC (the “Adviser”), the Fund’s investment adviser, also
serves as the investment adviser to the Subsidiary, (defined below), and
provides the Subsidiary with the same type of management, under essentially the
same terms, as it provides the Fund. The Adviser has agreed to waive the
management fee of [...]% to be paid by the Subsidiary. This waiver will continue
in effect for so long as the Fund invests in the Subsidiary, and at least
through [...], 2026. This waiver may be terminated only with the approval of the
Subsidiary’s Board of Directors.
3.Acquired
Fund Fees and Expenses are estimated for the Fund’s initial fiscal year.
Example
This
Example is intended to help you compare the cost of investing in the Fund with
the cost of investing in other funds. The Example assumes that you invest
$10,000 in the Fund for the time periods indicated and then redeem all of your
Shares at the end of those periods. The Example also assumes that your
investment has a 5% return each year and that the Fund’s operating expenses
remain the same. The Example does not take into account brokerage commissions
that you may pay on your purchases and sales of Shares. Although your actual
costs may be higher or lower, based on these assumptions your costs would be:
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| 1
Year |
$[...] |
3
Years |
$[...] |
Portfolio
Turnover
The
Fund pays transaction costs, such as commissions, when it buys and sells
securities (or “turns over” its portfolio). A higher portfolio turnover rate may
indicate higher transaction costs and may result in higher taxes when Shares are
held in a taxable account. These costs, which are not reflected in the Total
Annual Fund Operating Expenses or in the Example, affect the Fund’s performance.
Because the Fund is newly organized, portfolio turnover information is not yet
available.
Principal
Investment Strategies
The
Fund invests in BNB or in financial instruments that the Adviser believes in
combination should produce daily returns (before fees and expenses) that
correspond to two times (2x) the daily price performance of BNB. However, there
can be no guarantee that such a strategy will produce the desired results or
that any BNB-related investment will provide returns that closely correlate to
those produced by BNB. Generally, BNB-related investments are subject to certain
implementation costs and expenses not applicable to direct investments in BNB
that will cause the returns of BNB-related investments to differ from those of
direct investments in BNB. Additionally, the ability to trade BNB 24 hours a day
may give rise to differences in returns of BNB-related investments that trade
during standard market hours.
Under
normal circumstances, the Fund will invest at least 80% of the Fund’s assets in,
or provide exposure equal to, BNB and financial instruments that the Adviser
believes, in combination, should produce daily returns consistent with the
Fund’s investment objective of seeking daily investment results, before fees and
expenses, that correspond to two times (2x) the daily price performance of BNB.
The
financial instruments in which the Fund will invest principally are listed
below:
•Swap
Agreements.
Initially, the Fund expects to achieve its exposure to BNB primarily through its
investment in one or more swap agreements. As more BNB-related investments
become available for investment, the Adviser will invest in those BNB-related
investments that it believes will most effectively enable the Fund to achieve
its investment objective. Swap agreements are derivative contracts entered into
primarily with major global financial institutions for a specified period. In a
standard swap transaction, two parties agree to exchange or “swap” payments
based on the change in value of a Reference Asset or benchmark, such as an
index, or in the case of the Fund, the return earned on an investment in BNB
that is equal, on a daily basis, to 200% of the value of the Fund’s net assets
(each, a “BNB Swap”). As of the date of this Prospectus, it is expected that the
Fund (and certain of its investments) will reference one or more of the
following benchmarks for purposes of determining the price of BNB: (i) exchange
traded products (“ETPs”) that provide exposure to BNB, including by holding BNB
directly (a “Spot BNB ETP”), (ii) an index or other reference rate that the
Adviser believes produces daily returns consistent with those of BNB (“BNB
Index”), or (iii) other benchmarks that the Adviser believes produce daily
returns consistent with those of BNB (collectively with any Spot BNB ETP and any
BNB Index, a “Reference Asset” or the “Reference Assets”). The BNB Swaps may
reference Spot BNB ETPs listed on a U.S. or European exchange. The Fund may also
invest directly in shares of Spot BNB ETPs. Such Spot BNB ETPs are not
registered under the Investment Company Act of 1940, as amended (the “1940 Act”)
and, therefore, do not provide investors with the investor protections of the
1940 Act. As of the date of this Prospectus, there were no U.S. Spot BNB ETPs
available for the Fund to invest in or use as a Reference Asset. Thus,
initially, the Fund expects to invest in one or more BNB Swaps, the Reference
Asset for which will be one or more of the following Spot BNB ETPs, each of
which is listed on a European exchange as of the date of this Prospectus: [...].
Generally, any such BNB Swap will provide the Fund with a return earned by the
Spot BNB ETP that is equal, on a daily basis, to 200% of the value of the Fund’s
net assets; be fully funded with all collateral maintained by a third party
pursuant to a tri-party arrangement; and be subject to daily collateral
adjustments to align the value of collateral with the value of the Reference
Asset. The Fund also may invest directly in one or more of the aforementioned
Spot BNB ETPs.
•BNB
Futures Contracts. To
obtain 2x daily exposure to BNB, the Fund may enter into, as the “buyer,” BNB
futures contracts that trade on an exchange registered with the Commodity
Futures Trading Commission (“CFTC”) (“BNB Futures Contracts”). In order to
maintain its 2x daily exposure to BNB, the Fund intends to exit its futures
contracts as they near expiration and replace them with new futures contracts
with a later expiration date. This process is referred to as “rolling.” The Fund
may invest in BNB Futures Contracts of any expiration date traded on any
CFTC-regulated commodity futures exchange, also known as a “designated contract
market” (“DCM”).
•BNB
Options. The
Fund also may invest in exchange-traded options contracts that reference BNB,
BNB Futures Contracts, or Spot BNB ETPs (“BNB Options”). As of the date of this
Prospectus, there were no BNB Options available for investment by the Fund.
However, it is expected that BNB Options will be available in the future. To the
extent available, the Fund may invest in options traded on an exchange
registered with the CFTC, or on foreign exchanges. In general, an option is a
contract that gives the purchaser (holder) of the option, in return for a
premium, the right to buy from (call) or sell to (put) the seller (writer) of
the option the security or currency underlying the option at a specified
exercise price. Traditional exchange-traded options contracts have standardized
terms, such as the type (call or put), the Reference Asset, the strike price and
expiration
date.
In the U.S., exchange-traded options contracts are guaranteed for settlement by
the Options Clearing Corporation (“OCC”).
•Depositary
Receipts. The
Fund may invest in Depositary Receipts (“DRs” and, together with BNB Swaps, BNB
Futures Contracts and BNB Options, “BNB-related investments”) representing BNB.
DRs are negotiable receipts issued by a U.S. bank or trust company that evidence
ownership of assets which have been deposited with such bank or trust company’s
office or agent.
The
Fund may also invest in equity securities of “BNB-related companies.” For these
purposes, BNB-related companies are companies, including Spot BNB ETPs, that the
Adviser believes provide returns that generally correspond, or are closely
related, to the performance of BNB. Similar to other types of BNB-related
investments, there can be no assurance that the returns of BNB-related companies
will correspond, or be closely related, to the performance of BNB.
The
mix of BNB and financial instruments to achieve the desired exposure to BNB is
at the sole discretion of the Adviser. The Adviser may consider the following
factors, among others, when determining the Fund’s investments in BNB Swaps, BNB
Futures Contracts, BNB Options, other financial instruments, and BNB-related
companies: liquidity, regulatory requirements, risk mitigation measures, the
Fund’s FCMs (as defined below), the financial condition of counterparties, and
market conditions.
The
Fund also expects to engage in reverse repurchase agreements, a form of
borrowing.
The
Fund expects to invest in BNB and BNB-related investments primarily indirectly
through a wholly-owned subsidiary organized under the laws of the Cayman Islands
(the “Subsidiary”). The Fund’s investment in the Subsidiary is intended to
provide the Fund with exposure to BNB and BNB-related investments within the
limits of current federal income tax laws applicable to investment companies
such as the Fund, which limit the ability of investment companies to invest
directly in certain investments that do not generate qualifying income for tax
purposes. The Subsidiary, which is also managed by the Adviser, has the same
investment objective as the Fund, but it may invest in certain investments, such
as BNB and BNB-related investments, to a greater extent than the Fund. Except as
otherwise noted, for purposes of this Prospectus, references to the Fund’s
investments include the Fund’s indirect investments through the Subsidiary.
Because the Fund intends to elect to be treated as a regulated investment
company (“RIC”) under the Internal Revenue Code of 1986, as amended (the
“Code”), the size of the Fund’s investment in the Subsidiary generally will be
limited to 25% of the Fund’s total assets, tested at the end of each fiscal
quarter (the “Asset Diversification Test”).
The
Adviser 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 adjust its exposure to the Reference Assets daily to maintain such exposure.
A “single day,” “day,” or “trading day” is measured from the time the Fund
calculates its NAV to the time of the Fund’s next NAV calculation.
At
the close of the markets on each trading day, the Adviser determines the type,
quantity, and mix of investment positions, so that its exposure to the price of
BNB is consistent with the Fund’s investment objective. The impact of movements
in the price of BNB during the day will generally require the Fund to adjust its
exposure to the Reference Assets on a daily basis. For example, if the price of
BNB has risen on a given day, net assets of the Fund should rise, meaning the
Fund’s exposure will need to be increased. Conversely, if the price of BNB has
fallen on a given day, net assets of the Fund should fall, meaning the Fund’s
exposure will need to be reduced. These adjustments typically result in high
portfolio turnover.
The
Fund also expects to invest in cash, cash equivalents, or high-quality
securities, such as (i) U.S. Government securities, including bills, notes, and
bonds issued by the U.S. Treasury; (ii) money market funds; and/or (iii)
corporate debt securities, such as commercial paper and other short-term
unsecured promissory notes issued by businesses that are rated investment grade
or determined by the Adviser to be of comparable quality. Such investments are
designed to provide liquidity or collateralize the Fund’s investments in
financial instruments, such as certain of the BNB-related
investments.
The
Fund is classified as a “non-diversified” investment company under the 1940 Act
and, therefore, may invest a greater percentage of its assets in a particular
issuer than a diversified fund.
Daily
rebalancing and the compounding of each day’s return over time means that the
return of the Fund for a period longer than a single day will be the result of
each day’s returns compounded over the period, which will likely differ in
amount, and possibly even direction, from two times (2x) the price performance
of BNB for the same period. The Fund will lose money if the price performance of
BNB is flat over time, and the Fund can lose money regardless of the performance
of the price of BNB because of daily rebalancing, the volatility of the price of
BNB, compounding of each day’s return, and other factors. See “Principal
Investment Risks” below.
The
Fund may, but is not required to, take defensive actions to limit losses or
prevent the Fund’s NAV from going to or below zero during periods of extreme
volatility. Such defensive actions may include entering into offsetting
positions or otherwise hedging the Fund’s exposure to BNB through the use of
derivatives, including exchange-traded or over-the-counter (“OTC”) swaps,
options or swaptions contracts, or investing a greater portion of the Fund’s
assets in non-BNB related investments, such as cash and cash equivalents.
However, because the Fund employs leverage and may be subject to unscheduled
rebalancing, these measures may magnify losses or cause the Fund to realize
losses already incurred. Taking defensive actions will also cause the Fund’s
performance to deviate from two times (2x) the daily price performance of BNB
and as a result, may cause the Fund to not achieve its investment
objective.
In addition, such defensive positioning may not prevent substantial or total
loss of value. The Fund may engage in defensive investing for brief or extended
periods depending on market conditions and other factors considered by the
Adviser.
BNB
Futures Contracts
Futures
contracts are agreements between two parties that are executed on a DCM, i.e., a
commodity futures exchange, and that are cleared and margined through a
derivatives clearing organization (“DCO”), i.e., a clearing house. One party
agrees to buy a commodity from the other party at a later date at a price and
quantity agreed upon when the contract is made. Such contracts may also be
referred to as “non-spot” futures contracts to differentiate from spot
contracts, in which the purchase of the commodity occurs immediately. In market
terminology, a party who purchases a futures contract is long in the market and
a party who sells a futures contract is short in the market. The contractual
obligations of a buyer or seller may generally be satisfied by taking or making
physical delivery of the underlying commodity or by making an offsetting sale or
purchase of an identical futures contract on the same or linked exchange before
the designated date of delivery. The difference between the price at which the
futures contract is purchased or sold and the price paid for the offsetting sale
or purchase, after allowance for brokerage commissions, constitutes the profit
or loss to the trader.
Futures
contracts with a longer term to expiration may be priced higher than futures
contracts with a shorter term to expiration, a relationship called “contango”.
When rolling futures contracts that are in contango the Fund will close its long
position by selling the shorter-term contract at a relatively lower price and
buying a longer-dated contract at a relatively higher price. The presence of
contango will adversely affect the performance of the Fund and could result in a
negative yield for the Fund. Conversely, futures contracts with a longer term to
expiration may be priced lower than futures contracts with a shorter term to
expiration, a relationship called “backwardation”. When rolling long futures
contracts that are in backwardation, the Fund will close its long position by
selling the shorter-term contract at a relatively higher price and buying a
longer-dated contract at a relatively lower price. The presence of backwardation
may positively affect the performance of the Fund.
BNB
Options
An
option is a contract that gives the purchaser of the option, in return for the
premium paid, the right to buy an underlying reference instrument, such as a
specified security, currency, index, or other instrument, from the writer of the
option (in the case of a call option), or to sell a specified reference
instrument to the writer of the option (in the case of a put option) at a
designated price during the term of the option. The premium paid by the buyer of
an option will reflect, among other things, the relationship of the exercise
price to the market price and the volatility of the underlying reference
instrument, the remaining term of the option, supply, demand, interest rates,
and/or currency exchange rates. An American-style put or call option may be
exercised at any time during the option period, while a European-style put or
call option may be exercised only upon expiration or during a fixed period prior
thereto.
The
Fund may engage in OTC options transactions. Unlike exchange-traded options,
which are standardized with respect to the underlying instrument, expiration
date, contract size, and strike price, the terms of OTC options (options not
traded on exchanges) generally are established through negotiation with the
other party to the option contract.
Additional
Information about the Spot BNB ETPs
It
is currently expected that the Fund will initially derive a significant amount
of its exposure to the price performance of BNB from its direct investment in
one or more Spot BNB ETPs and swap agreements or options that reference a Spot
BNB ETP. The Spot BNB ETPs in which the Fund may invest (or which may be used as
Reference Assets) are exchange-traded products that are designed to provide
exposure to the performance of BNB and are fully secured by holdings of BNB.
Each non-U.S. Spot BNB ETP issues bonds that are collateralized by the
respective amount of units of BNB. The issuer shall at any given time procure in
relation to issued bonds that it holds such amount of the underlying BNB equal
to or exceeding the aggregate claims of the bondholders, expressed as a number
of units of BNB. The value and performance of the bonds materially depend on the
value and performance of the issuer’s holdings of BNB. Based on the non-U.S.
Spot BNB ETPs’ payment and delivery obligations to bondholders, the bonds are
expected (subject to the deduction of any fees and costs) to track the
performance of BNB nearly 1:1.
An
investor cannot purchase the bonds issued by non-U.S. Spot BNB ETPs directly
from the issuer in the primary market. Initially, in the primary market, the
bonds may only be subscribed for or purchased by authorized participants
(“APs”). Once the bonds issued by non-U.S. Spot BNB ETPs have been subscribed
for or purchased in the primary market, investors may purchase the bonds in the
secondary market from any person on an anonymous basis (i) via the relevant
stock exchange (in case of bonds admitted to trading on a stock exchange) or
(ii) over the counter.
As
of the date of this Prospectus, there are no U.S. Spot BNB ETPs available for
the Fund to invest in or use as a Reference Asset. Additional information about
each of the Spot BNB ETPs in which the Fund may invest (or use as a Reference
Asset) is detailed below:
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| Name
and Ticker |
Domicile |
Listing
Exchange(s) |
BNB
Holdings (as of [ ], 2026 |
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The
value of shares of a Spot BNB ETP may not directly correspond to the price of
BNB and is highly volatile. The price of a Spot BNB ETP may go down even if the
price of the underlying asset, BNB, remains unchanged. Additionally, shares that
trade at a premium mean that an investor who purchases $1 of a portfolio will
actually own less than $1 in assets.
Each
Spot BNB ETP is a passive investment vehicle that does not seek to generate
returns beyond tracking the price of BNB. This means the sponsor does not
speculatively sell BNB at times when its price is high or speculatively acquire
BNB at low prices in the expectation of future price increases. The Spot BNB
ETPs will not utilize hedging, leverage, derivatives, or any similar
arrangements in seeking to meet its investment objective. Each Spot BNB ETP’s
custodian will keep custody of the Spot BNB ETP’s BNB and will keep all of the
private keys associated with such Spot BNB ETP’s BNB held by the custodian in
“cold storage.” “Cold storage” is a safeguarding method by which the private
keys corresponding to the particular Spot BNB ETP’s BNB 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.
BNB
& BNB Chain
BNB
is a digital asset originally used by Binance and transmitted through the BNB
Chain, a network of computers that operates on cryptographic protocols based on
open-source code, the infrastructure of which is understood to be collectively
maintained by a global user base (the “BNB Chain”). The BNB Chain allows people
to exchange tokens of value, called BNB, which are recorded on a public
transaction ledger known as a blockchain. BNB can be used to pay for goods and
services, including computational power on the BNB Chain, or it can be converted
to fiat currencies, such as the U.S. dollar, at rates determined on digital
asset trading platforms or in individual end-user- to-end-user transactions
under a barter system. Furthermore, the BNB Chain was designed to allow users to
write and implement smart contracts—that is, general-purpose code that executes
on every computer in the network and can instruct the transmission of
information and value based on a sophisticated set of logical conditions. Using
smart contracts, users can create markets, store registries of debts or
promises, represent the ownership of property, move funds in accordance with
conditional instructions and create digital assets other than BNB on the BNB
Chain. Smart contract operations are executed on the BNB Chain in exchange for
payment of BNB. Like the Ethereum network, the BNB Chain is one of a number of
projects intended to expand blockchain use beyond just a peer-to-peer money
system.
BNB
Chain is a blockchain and smart contract network for permissionless
applications. The BNB Chain is an open-source protocol that enables users to
deploy smart contracts to support their blockchain projects. The BNB Chain was
created by Binance, a cryptocurrency exchange, in 2017. The BNB Chain is
composed of three blockchains, BNB Smart Chain, opBNB and BNB Greenfield, which
allow the network to create and trade assets such as BNB, coordinate transaction
validators and facilitate the creation of smart contracts. Each chain serves a
different purpose. BNB Smart Chain is a Layer 1 blockchain used to enable the
development of user-generated permissionless applications (“Dapps”), including
in the decentralized finance (“DeFi”) space. opBNB is used as a Layer 2 scaling
solution for BNB Smart Chain. BNB Greenfield is used as a blockchain storage
solution. The BNB Chain is one of the competitors of Ethereum. BNB Chain is
powered by the proof-of-staked-authority consensus protocol, which combines
delegated proof of stake (“DPoS”) and proof-of-authority (“PoA”)
algorithms.
BNB
is the native token of the BNB Chain and serves as the base currency for
transactions, smart contract interactions and deployment, as a governance token
on BNB Chain that allows token holders to participate in the governance of the
network, and can currently be used to obtain discounts on trading fees on
Binance. BNB can be staked to help secure the network and earn staking rewards.
BNB has a capped supply of 200 million and is used as fee payment, for staking
in BNB Chain's consensus process and for on-chain voting. BNB holders may become
transaction validators if they stake a minimum number of BNB (although the
number of validators at any one time is limited) or can delegate their coins to
an already existing validator.
Principal
Investment Risks
BNB
and BNB-related investments are relatively new investments. They are subject to
unique and substantial risks and historically have been subject to significant
price volatility. The value of an investment in the Fund could decline
significantly and without warning, including to $0. You should be prepared for
the possibility of losing your entire investment. The performance of BNB-related
investments, and therefore the performance of the Fund, may differ significantly
from the performance of BNB.
The
principal risks of investing in the Fund are summarized below. Each risk
summarized below is considered a “principal risk” of investing in the Fund,
regardless of the order in which it appears. Some or all of these risks may
adversely affect the Fund’s NAV, trading price, yield, total return, and/or
ability to meet its investment objective.
As
with any investment, there is a risk that you could lose all or a portion of
your money invested in the Fund. The Fund may not achieve its leveraged
investment objective. The Fund presents risks not traditionally associated with
other mutual funds and ETFs. For example, due to the Fund’s daily leveraged
investment objective, a small adverse move in BNB price will result in larger
and potentially substantial declines in the Fund. The following risks could
affect the value of your investment in the Fund:
•Crypto
Asset Risk. The
Fund’s performance is subject to the risks of the crypto assets industry. The
trading prices of many crypto assets, including BNB, have experienced extreme
volatility and may do so in the future. Extreme volatility in the future,
including declines in the trading prices of BNB, could have a material adverse
effect on the value of the Fund’s shares and the
shares
could lose all or substantially all of their value. The value of the shares is
subject to a number of factors relating to the fundamental investment
characteristics of BNB as a crypto asset, including the fact that crypto assets
are bearer instruments and loss, theft, destruction, or compromise of the
associated private keys could result in permanent loss of the asset, and the
capabilities and development of blockchain technologies. Crypto assets represent
a new and rapidly evolving industry, and the value of the Fund’s shares depends
on the acceptance of BNB. Changes in the governance of a crypto asset network
may not receive sufficient support from users and miners, which may negatively
affect that crypto asset network’s ability to grow and respond to
challenges.
A
number of factors affect the price and market for BNB held by the
Fund.
◦Supply
and Demand. It
is believed that speculators and investors who seek to profit from trading and
holding crypto assets currently account for a significant portion of demand for
any crypto asset. Such speculation regarding the potential future appreciation
in the price of BNB may artificially inflate or deflate the price of BNB. Market
fraud and/or manipulation and other fraudulent trading practices, such as the
intentional dissemination of false or misleading information (e.g.,
false rumors) can, among other things, lead to a disruption of the orderly
functioning of markets and significant market volatility and cause the value of
crypto asset futures to fluctuate quickly and without warning.
◦Adoption
and Use of Crypto Assets. Crypto
assets and crypto-related investments are relatively new investments, and the
continued adoption of the relevant crypto asset will require growth in its usage
as a means of payment or for recordkeeping. Even if growth in crypto asset
adoption continues in the near or medium-term, there is no assurance that crypto
asset usage will continue to grow over the long-term. A contraction in the use
of a crypto asset may result in a lack of liquidity, increased volatility in,
and a reduction in the price of the crypto asset.
◦Risk
Factors Related to the Regulation of Crypto Assets. Any
final determination by a court that any crypto asset is a “security” may
adversely affect the value of BNB and the value of the Fund’s
shares.
Depending
on its characteristics, a crypto asset may be considered a “security” under the
federal securities laws. The test for determining whether a particular crypto
asset is a “security” is complex and difficult to apply, and the outcome is
difficult to predict. Public, though non-binding, statements by senior officials
at the SEC have indicated that the SEC did not consider bitcoin or Ethereum to
be securities and does not currently consider bitcoin to be a security. The SEC
staff has also provided informal assurances via no-action letters to a handful
of promoters that their digital assets are not securities.
On
the other hand, the SEC has brought enforcement actions against the issuers and
promoters of several other crypto assets on the basis that the crypto assets in
question are securities. More recently, the SEC has also brought enforcement
actions against various crypto asset trading platforms for allegedly operating
unregistered securities exchanges on the basis that certain of the crypto assets
traded on their platforms are securities. For example, in June 2023, the SEC
brought a complaint against Coinbase (the “Coinbase Complaint”) alleging
violations of a variety of securities laws. In its complaints, the SEC asserted
that Solana is a security under the federal securities laws. In February 2025,
the SEC dismissed the Coinbase Complaint.
If
an appropriate court determines that BNB is a security, the Adviser would not
intend to permit the Fund to continue holding its investments in a way that
would violate the federal securities laws.
◦Largely
Unregulated Marketplace. Crypto
asset trading venues are relatively new and, in most cases, largely unregulated.
As a result of this lack of regulation, individuals or groups may engage in
insider trading, fraud, or market manipulation with respect to crypto assets.
Such manipulation could cause investors in crypto assets to lose money, possibly
the entire value of their investments. Additionally, some digital asset trading
platforms may not operate in compliance with applicable law, and such
non-compliance may cause such platforms to close operations in certain
jurisdictions and/or be the subject of regulatory investigations.
Crypto
asset trading venues are not subject to the same regulations as regulated
securities or futures exchanges. Crypto asset trading venues that are regulated
typically must comply with minimum net worth, cybersecurity, and anti-money
laundering requirements, but are not typically required to protect customers or
their markets to the same extent that regulated securities exchanges or futures
exchanges are required to do so. As a result, markets for crypto assets may be
subject to manipulation or fraud and may be subject to larger and/or more
frequent sudden declines than assets traded on more traditional exchanges.
Investors in crypto assets may lose money, possibly the entire value of their
investments.
Over
the past several years, a number of crypto asset trading venues have been closed
due to fraud, failure, or security breaches. The nature of the assets held at
crypto asset trading venues makes them appealing targets for hackers, and a
number of digital asset trading venues have been victims of cybercrimes and
other fraudulent activity. These activities have caused significant, in some
cases total, losses for crypto investors. Investors in crypto assets may have
little or no recourse should such theft, fraud, or manipulation occur. There is
no central registry showing which individuals or entities own crypto assets or
the quantity of crypto assets that are owned by any particular person or entity.
There are no regulations in place that would prevent a large holder or a group
of holders from selling their crypto assets, which could depress the price of
the applicable crypto asset, or otherwise attempt to manipulate the price of the
crypto asset. Events that reduce user confidence in a crypto
asset,
the applicable blockchain, and the fairness of crypto asset trading venues could
have a negative impact on the price of BNB and the value of an investment in the
Fund.
If
the crypto asset trading venues become subject to onerous regulations or are
subject to enforcement actions by regulatory authorities (including FinCEN, the
SEC, the CFTC, FINRA, the Consumer Financial Protection Bureau, the Department
of Justice, the Department of Homeland Security, the Federal Bureau of
Investigation, the Internal Revenue Service (the “IRS”), the Office of the
Comptroller of the Currency, the Federal Deposit Insurance Corporation, the
Federal Reserve, and state financial institution regulators), among other
things, trading in BNB may be concentrated in a smaller number of trading
venues, which may materially impact the price, volatility, and trading volumes
of BNB. Additionally, the trading venues may be required to comply with tax,
AML, know-your-customer and other regulatory requirements and compliance and
reporting obligations that may make it more costly to transact in or trade BNB
(which may materially impact price, volatility, or trading of BNB more
generally). Each of these events could have a negative impact on the value of an
investment in the Fund.
The
trading of crypto assets is fragmented across numerous trading venues. The
fragmentation of the volume of crypto asset transactions across multiple trading
venues can lead to a higher volatility than would be expected if volume was
concentrated in a single trading venue. Market fragmentation and volatility
increase the likelihood of price differences across different trading
venues.
◦Cybersecurity
Risk. Blockchain
technology and network functionality rely on the Internet. A significant
disruption or interruption of Internet connectivity affecting large numbers of
users or geographic areas could impede the functionality of blockchain
technologies and the price of crypto assets. In addition, certain features of
blockchain technology, such as decentralization, open-source protocol, including
the code of smart contracts running on a blockchain, and reliance on
peer-to-peer connectivity, may increase the risk of fraud or cyber-attack by
potentially reducing the likelihood of a coordinated response. Cybersecurity
exploitations or attacks against entities that custody or facilitate the
transfers or trading of a crypto asset could result in a significant theft of
the crypto asset and a loss of public confidence, which could lead to a decline
in the value of the crypto asset and, as a result, adversely impact the Fund’s
investment in BNB. Additionally, if a malicious actor or botnet (i.e.,
a volunteer or hacked collection of computers controlled by networked software
coordinating the actions of the computers) obtains control of more than 50% of
the processing power of a crypto asset’s network, such actor or botnet could
alter the blockchain and adversely affect the value of the crypto asset, which
could adversely affect the Fund’s investment in BNB.
◦Forked
Asset Risk. Crypto
asset networks operate using open-source protocols, meaning that any user can
download the software, modify it, and then propose that the users and validators
adopt the modification. When a modification is introduced and a substantial
majority of users and validators consent to the modification, the change is
implemented, and the network remains uninterrupted. However, if less than a
substantial majority of users and validators consent to the proposed
modification, and the modification is not compatible with the software prior to
its modification, the consequence would be what is known as a “hard fork” of a
crypto asset network, with one group running the pre-modified software and the
other running the modified software. The effect of such a fork would be the
existence of two versions of a crypto asset network running in parallel yet
lacking interchangeability. For example, in August 2017, bitcoin “forked” into
bitcoin and a new digital asset, Bitcoin Cash, as a result of a several-year
dispute over how to increase the rate of transactions that the bitcoin network
can process.
Forks
may also occur as a network community’s response to a significant security
breach. For example, in June 2016, an anonymous hacker exploited a smart
contract running on the Ethereum Network to siphon approximately $60 million of
ether held by The DAO, a distributed autonomous organization, into a segregated
account. In response to the hack, most participants in the Ethereum community
elected to adopt a “fork” that effectively reversed the hack. However, a
minority of users continued to develop the original blockchain, now referred to
as “Ethereum Classic,” with the digital asset on that blockchain now referred to
as Ether Classic, or ETC. ETC now trades on several digital asset trading
platforms. A fork may also occur as a result of an unintentional or
unanticipated software flaw in the various versions of otherwise compatible
software that users run. Such a fork could lead to users and validators
abandoning the digital asset with the flawed software. It is possible, however,
that a substantial number of users and validators could adopt an incompatible
version of the digital asset while resisting community-led efforts to merge the
two chains. This could result in a permanent fork, as in the case of ether and
Ether Classic.
In
addition, many developers have previously initiated hard forks in the blockchain
to launch new digital assets, such as Bitcoin Gold and Bitcoin Diamond. To the
extent such digital assets compete with BNB, such competition could impact
demand for BNB and could adversely impact the value of the Fund’s shares.
Furthermore,
a hard fork, like when the Ethereum and Ethereum Classic networks split in July
2016, can lead to new security concerns. Replay attacks, in which transactions
from one network were rebroadcast to nefarious effect on the other network,
plagued digital asset trading platforms through at least October 2016. A digital
asset trading platform announced in July 2016 that it had lost 40,000 Ether
Classic, worth about $100,000 at that time, as a result of replay attacks.
Another possible result of a hard fork is an inherent decrease in the level of
security due to significant amounts of mining/validating power remaining
on
one network or migrating instead to the new forked network. After a hard fork,
it may become easier for an individual validator or validator pool’s power to
exceed levels necessary to execute an attack on the network.
A
future fork in the BNB network could adversely affect the value of the Fund’s
shares.
◦“Attack”
Risk. All
networked systems are vulnerable to various kinds of attacks. A blockchain may
be vulnerable to several types of attacks, including:
▪a
“33% attack,” where, if a validator or group of validators were to gain control
of more than 33% of the total staked crypto asset on the applicable blockchain,
a malicious actor could temporarily impede or delay block confirmation or even
cause a temporary fork in the blockchain.
▪a
“>66% attack,” where, if a validator or group of validators acting in concert
were to gain control of more than 66% of the total staked BNB on the blockchain,
a malicious actor could permanently and irreversibly manipulate the blockchain,
including censorship, double-spending, and fraudulent block propagation, both on
a forward- and backward-looking basis. The attacker could unilaterally finalize
their preferred chain without the votes of any other stakers and could also
reverse past finalized blocks.
Further,
smart contracts on the network may create systemic risk for the price of a
crypto asset in the event of an exploit. If a significant portion of a crypto
asset is held by a small number of holders sometimes referred to as “whales,”
these holders have the ability to manipulate the price of the crypto asset.
◦Crypto
Asset Tax Risk. Current
IRS guidance indicates that convertible virtual currency, defined as a digital
representation of value that functions as a medium of exchange, a unit of
account, and/or a store of value that has an equivalent value in real currency,
or that acts as a substitute for real currency, should be treated and taxed as
property, and that transactions involving the payment of convertible virtual
currency for goods and services should be treated as barter transactions. While
this treatment allows for the possibility of capital gains treatment, it creates
a potential tax reporting requirement in any circumstance where the ownership of
convertible virtual currency passes from one person to another, usually by means
of convertible virtual currency transactions (including off-blockchain
transactions), which could discourage the use of digital assets as a medium of
exchange, especially for a holder of digital assets that has appreciated in
value.
•BNB
Risk. The
price of BNB as determined by the BNB market has experienced periods of extreme
volatility and may be influenced by a wide variety of factors. Speculators and
investors who seek to profit from trading and holding BNB generate a significant
portion of BNB demand. Such speculation regarding the potential future
appreciation in the value of BNB may cause the price of BNB to increase.
Conversely, a decrease in demand for or speculative interest regarding BNB may
cause the price to decline.
Digital
assets such as BNB were only introduced within the past 15 years, and the medium
to long term value of the Shares is subject to a number of factors over time
relating to the capabilities and development of blockchain technologies, such as
the recentness of their development, their dependence on the internet and other
technologies, their dependence on the role played by users, developers
validators and the potential for malicious activity. BNB itself was launched
only in 2017. For example, the realization of one or more of the following risks
could materially adversely affect the value of the Shares: digital asset
networks, including the BNB Chain, and the software used to operate them are in
the early stages of development. Given the recentness of the development of
digital asset networks, digital assets may not function as intended and parties
may be unwilling to use digital assets, which would dampen the growth, if any,
of digital asset networks. Because BNB is a digital asset, the value of the
Shares is subject to a number of factors relating to the fundamental investment
characteristics of digital assets, including the fact that digital assets are
bearer instruments and loss, theft, compromise, or destruction of the associated
private keys could result in permanent loss of the asset.
The
BNB Chain, including the cryptographic and algorithmic protocols supporting its
operation, has only been in existence since 2019. While the BNB token was
initially launched in 2017 on the Ethereum blockchain as an ERC-20 token, it
migrated to the BNB Chain following its launch. BNB markets have a limited
performance record, making them part of a new and rapidly evolving industry that
is subject to a variety of factors that are difficult to evaluate. For example,
the following are some of the risks could materially adversely affect the value
of the Shares:
◦Digital
assets, including BNB, are controllable only by the possessor of both the unique
public key and private key or keys relating to the BNB Chain address, or
“wallet”, at which the digital asset is held. Private keys must be safeguarded
and kept private in order to prevent a third party from accessing the digital
asset held in such wallet. The loss, theft, compromise or destruction of a
private key required to access a digital asset may be irreversible. If a private
key is lost, stolen, destroyed or otherwise compromised and no backup of the
private key is accessible, the owner would be unable to access the digital asset
corresponding to that private key and the private key will not be capable of
being restored by the digital asset network resulting in the total loss of the
value of the digital asset linked to the private key.
◦Digital
asset networks are dependent upon the internet. A disruption of the internet or
a digital asset network, such as the BNB Chain, would affect the ability to
transfer digital assets, including BNB, and, consequently, their
value.
◦The
foregoing notwithstanding, the BNB Chain’s protocol is informally overseen by a
collective of core developers who propose amendments to the relevant network’s
source code. Core developers’ roles evolve over time, largely based on
self-determined participation. If a significant majority of users and validators
were to adopt amendments to the BNB Chain based on the proposals of such core
developers, the BNB Chain would be subject to new protocols that may adversely
affect the value of BNB.
◦To
the extent that validators on the BNB Chain decline to include transactions in
blocks due to insufficient or absent transaction fees, such transactions may not
be recorded until a validator accepts the lower fee or includes the transaction
regardless of fee size. If a significant number of validators adopt similar fee
thresholds, this could result in delays in transaction processing. Any prolonged
or widespread delays in transaction inclusion may undermine user confidence in
the BNB Chain or in digital asset networks more broadly.
◦As
the BNB Chain continues to develop and grow, certain technical issues might be
uncovered and the trouble shooting and resolution of such issues requires the
attention and efforts of BNB Chain’s global development community. Like all
software, the BNB Chain is at risk of vulnerabilities and bugs that can
potentially be exploited by malicious actors.
◦Many
digital asset networks, including the BNB Chain, face significant scaling
challenges and are being upgraded with various features designed to increase the
speed of digital asset transactions and the number of transactions can be
processed in a given period (known as “throughput”). These attempts to increase
the volume of transactions may not be effective, and such upgrades may fail,
resulting in potentially irreparable damage to the BNB Chain and the value of
BNB.
◦Moreover,
in the past, bugs, defects and flaws in the source code for digital assets have
been exposed and exploited, including flaws that disrupted normal blockchain
network or Dapp and smart contract operations or disabled related functionality
for users, exposed users’ personal information and/or resulted in the theft of
users’ digital assets. The cryptography underlying the BNB Chain or BNB as an
asset could prove to be flawed or ineffective, or developments in mathematics
and/or technology, including advances in digital computing, algebraic geometry
and quantum computing, could result in such cryptography becoming ineffective.
In any of these circumstances, a malicious actor may be able to compromise the
security of the BNB Chain or take the Trust’s BNB, which would adversely affect
the value of the Shares. Moreover, normal operations and functionality of the
BNB Chain may be negatively affected. Such losses of functionality could lead to
the BNB Chain losing attractiveness to users, nodes, validators, or other
stakeholders, thereby dampening demand for BNB. Even if another digital asset
other than BNB were affected by similar circumstances, any reduction in
confidence in the source code or cryptography underlying digital assets
generally could negatively affect the demand for digital assets and therefore
adversely affect the value of the Shares.
◦The
BNB Chain is still in the process of developing and making significant decisions
that will affect policies that govern the supply and issuance of BNB as well as
other BNB Chain protocols. The open-source nature of many digital asset network
protocols, such as the protocol for the BNB Chain, means that developers and
other contributors are generally not directly compensated for their
contributions in maintaining and developing such protocols. As a result, the
developers and other contributors of a particular digital asset may lack a
financial incentive to maintain or develop the network, or may lack the
resources to adequately address emerging issues. Alternatively, some developers
may be funded by companies whose interests are at odds with other participants
in a particular digital asset network. If the BNB Chain does not successfully
develop its policies on supply and issuance, and other major design decisions or
does so in a manner that is not attractive to network participants it could lead
to a decline in adoption of the BNB Chain and price of BNB.
◦Dapps
and smart contract developers depend on being able to obtain BNB to be able to
run their programs and operate their businesses. In particular, decentralized
applications and smart contracts require BNB in order to pay the transaction
fees needed to pay validators to execute transactions and smart contract
operations. As such, they represent a significant source of demand for BNB.
BNB's price volatility (particularly where BNB prices increase), or the BNB
Chain's wider inability to meet the demands of decentralized applications and
smart contracts in terms of inexpensive, reliable, and prompt transaction
execution (including during congested periods), or to solve its scaling
challenges or increase its throughput, may discourage such decentralized
application and smart contract developers from using the BNB Chain as the
foundational infrastructure layer for building their applications and smart
contracts. If decentralized application and smart contract developers abandon
the BNB Chain for other blockchain or digital asset networks or protocols for
whatever reason, the value of BNB could be negatively affected.
◦The
perception that BNB Chain and BNB are associated with Binance could cause BNB’s
value to be affected by developments involving or affecting Binance. For
example, in 2023 the SEC filed a lawsuit against Binance, alleging, inter alia,
that the offering and sale of BNB by Binance was an unregistered securities
offering. The district court’s decision in SEC v. Binance Holdings Ltd. et al.,
738 F.Supp.3d 20, 48-58 (D.D.C. Aug. 23, 2024), ruled that, while the SEC’s
allegations regarding the manner in which Binance offered and sold BNB as part
of the initial distribution of BNB were sufficient at the motion to dismiss
stage, the SEC’s complaint did not include sufficient facts to support a
plausible inference that any particular secondary sales of BNB satisfy the Howey
test for an investment contract. In 2023, the Department of Justice, Office of
Foreign Assets Control (“OFAC”), Financial Crimes Enforcement Network
(“FinCEN”), and the CFTC
reached
a series of settlements with Binance for charges involving violations of U.S.
laws governing money laundering, sanctions, registration as a money services
business, and registration under the Commodity Exchange Act, among others. If
Binance were to subject to operating restrictions or was no longer able to
facilitate trading in BNB, the liquidity and market value of BNB would be
negatively affected, causing the Shares to decline in value. If BNB were no
longer able to be used for trading fee discounts on Binance, the demand for BNB
would be negatively affected, which would likewise negatively impact BNB’s
market value and therefore the value of the Shares. Likewise, negative
developments, publicity, or sentiment relating to Binance or its principals
could affect market demand for, and value of, BNB.
Moreover,
because digital assets, including BNB, have been in existence for a short period
of time and are continuing to develop, there may be additional risks in the
future that are impossible to predict as of the date of this
Prospectus.
•BNB
Exposure Risk. The
Fund seeks to have significant exposure to BNB. As a result, the Fund’s
performance may be disproportionately and significantly impacted by performance
of BNB or events materially affecting the BNB ecosystem. The Fund’s exposure to
BNB makes it more susceptible to any single occurrence affecting BNB or
BNB-related investments and may subject the Fund to greater market risk than
more diversified funds.
•Loss
Limitation Risk.
While
the Fund may implement protective measures intended to limit losses or prevent
the Fund’s NAV from going to or below zero during periods of extreme volatility,
such measures are limited in scope and effectiveness. The Fund’s leveraged
positions can magnify losses in adverse markets, and an unscheduled rebalancing
may cause the Fund to realize losses already incurred and/or restrict the Fund’s
ability to benefit from subsequent market reversals. As a result, when loss
limiting measures are taken, the Fund may not fully participate in favorable
market movements and will not achieve its stated investment
objective.
The
remaining principal risks are presented in alphabetical order to facilitate
finding particular risks and comparing them with those of other
funds.
•Active
Management Risk. The
Fund is actively managed and may not meet its investment objective based on the
Adviser’s success or failure to implement strategies for the Fund. The Fund
invests in complex instruments (each described below), including swap agreements
and futures contracts. Such instruments may create enhanced risks for the Fund,
and the Adviser’s ability to control the Fund’s level of risk will depend on the
Adviser’s skill in managing such instruments. In addition, the Adviser’s
evaluations and assumptions regarding investments, interest rates, inflation,
and other factors may not successfully achieve the Fund’s investment objective
given actual market conditions.
•BNB-Related
Company Risk. If
the Fund is unable to obtain its desired exposure to BNB Swaps, the Fund may
obtain exposure by investing in securities of “BNB-related companies.” There can
be no assurance that the returns of BNB-related companies will correspond, or be
closely related, to the performance of BNB. BNB-related companies face rapid
changes in technology; intense competition, including the development and
acceptance of competing platforms or technologies; loss or impairment of
intellectual property rights; cyclical economic patterns; shifting consumer
preferences; evolving industry standards; adverse effects of changes to a
network’s or software’s protocols; a rapidly changing regulatory environment;
and dependency on certain key personnel (including highly skilled financial
services professionals and software engineers). BNB-related companies may be
susceptible to operational and information security risks, including those
associated with hardware or software failures, interruptions, or delays in
service by third-party vendors, and security breaches. Certain BNB-related
companies, such as Spot BNB ETPs, may be subject to the risks associated with
investing directly in BNB.
•BNB-Related
Investments Tax Risk. As
a RIC, the Fund must derive at least 90% of its gross income each taxable year
from certain qualifying sources of income under the Code. The income of the Fund
from certain BNB-related investments may be treated as non-qualifying income for
purposes of the Fund’s qualification as a RIC, in which case, the Fund might
fail to qualify as a RIC and be subject to federal income tax at the Fund level.
To the extent the Fund invests directly in BNB-related investments, the Fund
will seek to restrict its income from such instruments that do not generate
qualifying income to a maximum of 10% of its gross income (when combined with
its other investments that produce non-qualifying income) to comply with the
qualifying income test necessary for the Fund to qualify as a RIC under
Subchapter M of the Code. However, the Fund may generate more non-qualifying
income than anticipated, may not be able to generate qualifying income in a
particular taxable year at levels sufficient to meet the qualifying income test,
or may not be able to accurately predict the non-qualifying income from these
investments.
The
extent to which the Fund invests in BNB-related investments may be limited by
the qualifying income test and the Asset Diversification Test, which the Fund
must continue to satisfy to maintain its status as a RIC. If the Fund does not
qualify as a RIC for any taxable year and certain relief provisions are not
available, the Fund’s taxable income would be subject to tax at the Fund level
and to a further tax at the shareholder level when such income is distributed.
The Fund’s failure to comply with the requirements for qualification as a RIC
could have significant negative tax consequences to Fund shareholders. Under
certain circumstances, the Fund may be able to cure a failure to meet the
qualifying income requirement, but in order to do so, the Fund may incur
significant Fund-level taxes, which would effectively reduce (and could
eliminate) the Fund’s returns. The tax treatment of certain BNB-related
investments may be affected by future regulatory or legislative changes that
could affect the character, timing, and/or amount of the Fund’s taxable income
or gains and distributions.
•Cash
Transaction Risk. The
Fund expects to effect all of its creations and redemptions for cash, rather
than in-kind securities. The Fund may be required to sell or unwind portfolio
investments to obtain the cash needed to distribute redemption proceeds. This
may cause the Fund to recognize a capital gain that it might not have recognized
if it had made a redemption in kind. As a result, the Fund may pay out higher
annual capital gain distributions than if the in-kind redemption process was
used. The use of cash creations and redemptions may also cause the Fund’s shares
to trade in the market at wider bid-ask spreads or greater premiums or discounts
to the Fund’s NAV. Further, effecting purchases and redemptions primarily in
cash may cause the Fund to incur certain costs, such as portfolio transaction
costs. These costs can decrease the Fund’s NAV if not offset by an authorized
participant transaction fee.
•Clearing
Broker Risk. The
failure or bankruptcy of the Fund’s and the Subsidiary’s clearing broker could
result in a substantial loss of Fund assets. Under current CFTC regulations, a
clearing broker maintains customers’ assets in a bulk segregated account. If a
clearing broker fails to do so or is unable to satisfy a substantial deficit in
a customer account, its other customers may be subject to risk of loss of their
funds in the event of that clearing broker’s bankruptcy. In that event, the
clearing broker’s customers, such as the Fund and the Subsidiary, are entitled
to recover, even in respect of property specifically traceable to them, only a
proportional share of all property available for distribution to all of that
clearing broker’s customers.
•Collateral
Securities Risk. Collateral
may include obligations issued or guaranteed by the U.S. government and its
agencies and instrumentalities, including bills, notes and bonds issued by the
U.S. Treasury, money market funds, and corporate debt securities, such as
commercial paper. Some securities issued or guaranteed by federal agencies and
U.S. government-sponsored instrumentalities may not be backed by the full faith
and credit of the United States, in which case the investor must look
principally to the agency or instrumentality issuing or guaranteeing the
security for ultimate repayment, and may not be able to assert a claim against
the United States itself in the event that the agency or instrumentality does
not meet its commitment. The U.S. government, its agencies and instrumentalities
do not guarantee the market value of their securities, and consequently, the
value of such securities may fluctuate. Although the Fund may hold securities
that carry U.S. government guarantees, these guarantees do not extend to shares
of the Fund. The Fund’s investments in U.S. government securities will change in
value in response to interest rate changes and other factors, such as the
perception of an issuer’s creditworthiness. Money market funds are subject to
management fees and other expenses. Therefore, investments in money market funds
will cause the Fund to bear indirectly a proportional share of the fees and
costs of the money market funds in which it invests. At the same time, the Fund
will continue to pay its own management fees and expenses with respect to all of
its assets, including any portion invested in the shares of the money market
fund. It is possible to lose money by investing in money market funds. Corporate
debt securities such as commercial paper generally are short-term unsecured
promissory notes issued by businesses. Corporate debt may be rated
investment-grade or below investment-grade and may carry variable or floating
rates of interest. Corporate debt securities carry both credit risk and interest
rate risk. Credit risk is the risk that the Fund could lose money if the issuer
of a corporate debt security is unable to pay interest or repay principal when
it is due. Interest rate risk is the risk that interest rates rise and fall over
time. For example, the value of fixed-income securities generally decrease when
interest rates rise, which may cause the Fund’s value to decrease. Also,
investments in fixed-income securities with longer maturities fluctuate more in
response to interest rate changes. Some corporate debt securities that are rated
below investment-grade generally are considered speculative because they present
a greater risk of loss, including default, than higher quality debt securities.
•Commodity
Pool Regulatory Risk. The
Fund’s investment exposure to commodity futures and swaps will cause it to be
deemed to be a commodity pool, thereby subjecting the Fund to regulation under
the Commodity Exchange Act (“CEA”) and CFTC rules. The Adviser is registered as
a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”), and
the Fund will be operated in accordance with applicable CFTC rules, as well as
the regulatory scheme applicable to registered investment companies.
Registration as a CPO imposes additional compliance obligations on the Adviser
and the Fund related to additional laws, regulations, and enforcement policies,
which could increase compliance costs and may affect the operations and
financial performance of the Fund.
•Counterparty
Risk. Counterparty
risk is the risk that a counterparty to Fund transactions (e.g.,
swap transactions) will be unable or unwilling to perform its contractual
obligation to the Fund. The Fund expects to use futures contracts and swap
agreements to gain exposure to BNB without purchasing BNB directly in order to
achieve its investment objective. Through these investments and related
arrangements, the Fund is exposed to the risk that the counterparty may be
unwilling or unable to make timely payments contemplated by such arrangements or
otherwise to meet its contractual obligations (i.e.,
counterparty credit risk). If the counterparty becomes bankrupt or defaults on
(or otherwise becomes unable or unwilling to perform) its payment or other
obligations to the Fund, the Fund may not receive the full amount it is entitled
to receive or may experience delays in recovering the collateral or other assets
held by, or on behalf of, the counterparty. If this occurs, the value of your
Shares in the Fund will decrease.
In
addition, the Fund may enter into swap agreements with a limited number of
counterparties, which may increase the Fund’s exposure to counterparty credit
risk. To the extent that the Fund’s counterparties are concentrated in the
financial services sector, the Fund bears the risk that those counterparties may
be adversely affected by legislative or regulatory changes, adverse market
conditions, increased competition, and/or wide-scale credit losses resulting
from financial difficulties or borrowers affecting that
economic
sector. Further, there is a risk that no suitable counterparties will be willing
to enter into, or continue to enter into, transactions with the Fund and, as a
result, the Fund may not be able to achieve its investment
objective.
•Cybersecurity
Risk. Cybersecurity
incidents may allow an unauthorized party to gain access to Fund assets or
proprietary information, or cause the Fund, the Adviser and/or other service
providers (including custodians and financial intermediaries) to suffer data
breaches or data corruption. Additionally, cybersecurity failures or breaches of
the electronic systems of the Fund, the Adviser or the Fund’s other service
providers, market makers, APs, the Fund’s primary listing exchange, or the
issuers of securities in which the Fund invests have the ability to disrupt and
negatively affect the Fund’s business operations, including the ability to
purchase and sell Shares, potentially resulting in financial losses to the Fund
and its shareholders.
•Daily
Correlation/Tracking Risk. There
is no guarantee that the Fund will achieve a high degree of correlation to the
price performance of BNB and, therefore, achieve its daily leveraged investment
objective. The Fund seeks to adjust its exposure to the Reference Assets daily
to keep leverage consistent with its daily leveraged investment objective to
achieve a high degree of correlation with the price performance of BNB. In
addition, the Fund’s exposure to the price of BNB is impacted by the movement of
the price of BNB. Because of this, it is unlikely that the Fund will be
perfectly exposed to the price performance of BNB at the end of each day. The
possibility of the Fund being materially over- or under-exposed to the price
performance of BNB increases on days when the price of BNB is volatile near the
close of the trading day. Market disruptions, regulatory restrictions, and
extreme volatility will also adversely affect the Fund’s ability to adjust
exposure to the required levels.
The
Fund may have difficulty achieving its daily leveraged investment objective for
many reasons, including fees, expenses, transaction costs, financing costs
related to the use of derivatives, accounting standards and their application to
income items, disruptions, illiquidity, or high volatility in the markets for
the securities or financial instruments in which the Fund invests. The Fund may
be subject to large movements of assets into and out of the Fund, potentially
resulting in the Fund being over- or under-exposed to BNB. These factors could
decrease the correlation between the performance of the Fund and BNB and may
hinder the Fund’s ability to meet its daily leveraged investment objective on or
around that day.
•Depositary
Receipt Risk.
Depositary receipts, including ADRs, EDRs, and GDRs, involve risks similar to
those associated with investments in foreign securities, such as changes in
political or economic conditions of other countries and changes in the exchange
rates of foreign currencies. Depositary receipts listed on U.S. exchanges are
issued by banks or trust companies and entitle the holder to all dividends and
capital gains that are paid out on the underlying foreign shares (“Underlying
Shares”). GDRs and EDRs are similar to ADRs in that they are certificates
evidencing ownership of shares of a foreign issuer; however, GDRs and EDRs may
be issued in bearer form and denominated in other currencies and are generally
designed for use in specific or multiple securities markets outside the U.S.
When the Fund invests in depositary receipts as a substitute for an investment
directly in the Underlying Shares, the Fund is exposed to the risk that the
depositary receipts may not provide a return that corresponds precisely with
that of the Underlying Shares.
•Derivatives
Risk. The
Fund’s derivative investments have risks, including the imperfect correlation
between the value of such instruments and the underlying assets or index; the
loss of principal, including the potential loss of amounts greater than the
initial amount invested in the derivative instrument; and illiquidity of the
derivative investments. The derivatives used by the Fund may give rise to a form
of leverage. Leverage magnifies the potential for gain and may result in greater
losses, which in some cases may cause the Fund to liquidate other portfolio
investments at inopportune times (e.g., at a loss to comply with limits on
leverage imposed by the 1940 Act or when the Adviser otherwise would have
preferred to hold the investment) or to meet redemption requests. Certain of the
Fund’s transactions in derivatives could also affect the amount, timing, and
character of distributions to shareholders, which may result in the Fund
realizing more short-term capital gain and ordinary income subject to tax at
ordinary income tax rates than it would if it did not engage in such
transactions, which may adversely impact the Fund’s after-tax returns. To the
extent the Fund invests in such derivative instruments, the value of the Fund’s
portfolio is likely to experience greater volatility over short-term
periods.
◦Futures
Contracts Risk. The
successful use of futures contracts draws upon the Adviser’s skill and
experience with respect to such instruments and is subject to special risk
considerations. The primary risks associated with the use of futures contracts,
which may adversely affect the Fund’s NAV and total return, are (a) the
imperfect correlation between the change in market value of the commodity future
and the price of the commodity; (b) possible lack of a liquid secondary market
for a futures contract and the resulting inability to close a futures contract
when desired; (c) losses caused by unanticipated market movements, which are
potentially unlimited; (d) the Adviser’s inability to predict correctly the
direction of securities prices, interest rates, currency exchange rates, and
other economic factors; (e) the possibility that the counterparty will default
in the performance of its obligations; and (f) if the Fund has insufficient
cash, it may have to sell securities from its portfolio to meet daily variation
margin requirements, and the Fund may have to sell securities at a time when it
may be disadvantageous to do so.
If
the Fund’s ability to obtain exposure to commodities futures consistent with its
investment objective is disrupted for any reason, including limited liquidity in
the commodities futures market, a disruption to the commodities futures, or as a
result of margin requirements or position limits imposed by the Fund’s FCMs, the
DCM, or the CFTC on the Fund or the Adviser, the Fund would not be able to
achieve its investment objective and may experience significant
losses.
◦Cost
of Futures Investment Risk. When
a commodities futures contract is nearing expiration, the Fund will generally
sell it and use the proceeds to buy a commodities futures contract with a later
expiration date. This practice is commonly referred to as “rolling.” The costs
associated with rolling commodities futures contracts typically are
substantially higher than the costs associated with other futures contracts and
may have a significant adverse impact on the performance of the Fund. In
addition, the presence of contango in certain futures contracts at the time of
rolling would be expected to adversely affect the Fund. Similarly, the presence
of backwardation in certain futures contracts at the time of rolling such
contracts would be expected to positively affect the Fund. The futures contracts
markets have experienced, and are likely to experience again in the future,
extended periods in which contango or backwardation have affected various types
of futures contracts. These extended periods have caused in the past, and may
cause in the future, significant losses.
◦Swap
Agreements Risk. Swap
agreements are contracts between the Fund and a counterparty to exchange the
return of the pre-determined underlying investment (such as the rate of return
of the underlying commodity). Swap agreements may be negotiated bilaterally and
traded OTC between two parties or, for certain standardized swaps, must be
exchange-traded through a futures commission merchant (“FCM”) and/or cleared
through a clearinghouse that serves as a central counterparty. Swap agreements
may be subject to fees and expenses, and by investing in swaps indirectly
through the Fund, a shareholder will bear the expenses of such derivatives in
addition to expenses of the Fund. Risks associated with the use of swap
agreements are different from those associated with ordinary portfolio
securities transactions, due in part to the fact that they could be considered
illiquid, and many swaps trade on the OTC market. Swaps are particularly subject
to counterparty credit, correlation, valuation, liquidity, and leveraging risks.
While exchange trading and central clearing are intended to reduce counterparty
credit risk and increase liquidity, they do not make swap transactions
risk-free. Additionally, applicable regulators have adopted rules imposing
certain margin requirements, including minimums, on OTC swaps, which may result
in the Fund and its counterparties posting higher margin amounts for OTC swaps,
which could increase the cost of swap transactions to the Fund and impose added
operational complexity.
◦Swaps
Capacity Risk. If
the Fund’s or the Subsidiary’s ability to obtain exposure to swaps consistent
with its investment objective is disrupted for any reason, including, for
example, limited liquidity in the BNB market, a disruption to the BNB market, or
as a result of margin requirements or other limitations imposed by the Fund’s
swaps dealers or the CFTC or other regulators, the Fund may not be able to
achieve its investment objective and may experience significant
losses.
In
such circumstances, the Adviser intends to take such action as it believes
appropriate and in the best interest of the Fund. Any disruption in the Fund’s
or the Subsidiary’s ability to obtain exposure to swaps will cause the Fund’s
performance to deviate from the performance of BNB. Additionally, the ability of
the Fund or the Subsidiary to obtain exposure to swaps is limited by certain tax
rules that limit the amount the Fund can invest in the Subsidiary as of the end
of each tax quarter. Exceeding this amount may have tax consequences, see “Tax
Risk” for more information.
Margin
levels for swap contracts based on BNB may be substantially higher than margin
requirements for more established swaps and futures contracts. Additionally,
margin requirements are subject to change and may be raised in the future by
swaps dealers or regulators. High margin requirements could prevent the Fund, or
the Subsidiary, from obtaining sufficient exposure to BNB-based swaps and may
adversely affect its ability to achieve its investment objective. Further, swap
counterparties utilized by the Fund or Subsidiary may impose limits on the
amount of exposure to swaps contracts the Fund or Subsidiary can obtain through
such counterparty. If the Fund or Subsidiary cannot obtain sufficient exposure
to BNB-based swaps, the Fund may not be able to achieve its investment
objective.
◦Options
Risk. The
buyer of an option acquires the right, but not the obligation, to buy (a call
option) or sell (a put option) a certain quantity of a security (the underlying
security) or instrument, including a futures contract or swap, at a certain
price up to a specified point in time. The seller or writer of an option is
obligated to sell (a call option) or buy (a put option) the underlying
instrument. When the Fund sells an option, it gains the amount of the premium it
receives but also incurs a liability representing the value of the option it has
sold until the option is either exercised and finishes “in the money,” meaning
it has value and can be sold, or the option expires worthless, or the expiration
of the option is “rolled,” or extended forward. The value of the options in
which the Fund invests is based partly on the volatility used by market
participants to price such options (i.e.,
implied volatility). Accordingly, increases in the implied volatility of such
options will cause the value of such options to increase (even if the prices of
the options’ underlying assets do not change), which will result in a
corresponding increase in the liabilities of the Fund under such options and
thus decrease the Fund’s NAV.
Options
are often used to manage or hedge risk, because they enable an investor to buy
or sell an asset in the future at an agreed-upon price. Options used by the Fund
to reduce volatility may not perform as intended and may not fully protect the
Fund against declines in the value of its portfolio investments. Options also
are used for other reasons, such as to manage exposure to changes in interest
rates and bond prices; as an efficient means of adjusting overall exposure to
certain markets; in an effort to enhance income; to protect the value of
portfolio securities or other instruments; and to adjust portfolio
duration.
Options
are subject to correlation risk. The writing and purchasing of options are
highly specialized activities, as the successful use of options depends on the
Adviser’s ability to correctly predict future price fluctuations and the degree
of
correlation
between the markets for options and the underlying instruments. Exchanges can
limit the number of positions that can be held or controlled by the Fund or the
Adviser, thus limiting the ability to implement the Fund’s strategies. Options
also are particularly subject to leverage risk and can be subject to liquidity
risk. Because option premiums paid or received by the Fund are small in relation
to the market value of the investments underlying the options, the Fund is
exposed to the risk that buying and selling put and call options can be more
speculative than investing directly in securities.
Purchasing
put options may result in the Fund’s loss of premiums paid in the event that the
put options expire unexercised. To the extent that the Fund reduces its put
option holdings relative to the number of call options sold by the Fund, the
Fund’s ability to mitigate losses in the event of a market decline will be
reduced.
◦Swaptions
Risk.
There can be no assurance that a liquid secondary market will exist for any
particular swaption, or at any particular time, and the Fund may have difficulty
effecting closing transactions in particular swaptions. Therefore, the Fund may
have to exercise the options that it purchases in order to realize any profit
and take delivery of the underlying swap. The Fund could then incur transaction
costs upon the sale or closing out of the underlying swap. In the event that the
swaption is exercised, the counterparty for such swaption would be the same
counterparty with whom the Fund entered into the underlying swap.
However,
if the Fund writes (sells) a swaption, the Fund is bound by the terms of the
underlying swap upon exercise of the option by the buyer, which may result in
losses to the Fund in excess of the premium it received. Swaptions involve the
risks associated with derivative instruments generally, as well as the
additional risks associated with both options and swaps generally.
◦Foreign
Exchange-Traded Options and Futures. Participation
in foreign futures and foreign options transactions involves the execution and
clearing of trades on, or subject to the rules of, a foreign board of trade.
Neither the National Futures Association nor any domestic exchange regulates
activities of any foreign boards of trade, including the execution, delivery,
and clearing of transactions, or has the power to compel enforcement of the
rules of a foreign board of trade or any applicable foreign law. This is true
even if the exchange is formally linked to a domestic market so that a position
taken on the market may be liquidated by a transaction on another market.
Moreover, such laws or regulations will vary depending on the foreign country in
which the foreign futures or foreign options transaction occurs. For these
reasons, when the Fund trades foreign futures or foreign options contracts, it
may not be afforded certain of the protective measures provided by the Commodity
Exchange Act, the CFTC’s regulations, and the rules of the National Futures
Association and any domestic exchange, including the right to use reparations
proceedings before the CFTC and arbitration proceedings provided by the National
Futures Association or any domestic futures exchange. In particular, proceeds
derived from foreign futures or foreign options transactions may not be provided
the same protections as proceeds derived from transactions on U.S. futures
exchanges. In addition, the price of any foreign futures or foreign options
contract and, therefore, the potential profit and loss thereon, may be affected
by any variance in the foreign exchange rate between the time the Fund’s orders
are placed and the time they are liquidated, offset, or exercised.
◦Over-the-Counter
Market Risk.
Certain derivatives in which the Fund may invest may be traded (and privately
negotiated) in OTC markets. While the OTC markets are the primary trading venue
for many derivatives, such markets are largely unregulated. If a privately
negotiated OTC contract calls for payments by the Fund, the Fund must be
prepared to make such payments when due. In addition, if a counterparty’s
creditworthiness declines, the Fund may not receive payments owed under the
contract, or such payments may be delayed under such circumstances and the value
of agreements with such counterparty can be expected to decline, potentially
resulting in losses to the Fund. Securities traded in these markets may trade
less frequently and in limited volumes and, thus, exhibit more volatility and
liquidity risk, and the prices paid by the Fund in OTC transactions may include
an undisclosed dealer markup.
•Early
Close/Trading Halt Risk. An
exchange or market may close or issue trading halts on specific investments, or
the ability to buy or sell certain securities or financial instruments may be
restricted, which may result in the Fund being unable to buy or sell certain
securities or financial instruments. In such circumstances, the Fund may be
unable to rebalance its portfolio, may be unable to accurately price its
investments, and/or may incur substantial trading losses.
•Effects
of Compounding and Market Volatility Risk. The
Fund has a daily leveraged investment objective, and the Fund’s performance for
periods greater than a trading day will be the result of each day’s returns
compounded over the period, which is very likely to differ from two times (2x)
the price performance of BNB, before fees and expenses. Compounding affects all
investments but has a more significant impact on funds that are leveraged and
that rebalance daily. For a leveraged fund, if adverse daily performance of the
price of BNB reduces the amount of a shareholder’s investment, any further
adverse daily performance will lead to a smaller dollar loss because the
shareholder’s investment had already been reduced by the prior adverse
performance. Equally, however, if favorable daily performance of the price of
BNB increases the amount of a shareholder’s investment, the dollar amount lost
due to future adverse performance will increase, because the shareholder’s
investment has increased.
The
effect of compounding becomes more pronounced as volatility of the price of BNB
and the holding period increase. The impact of compounding will impact each
shareholder differently depending on the period of time an investment in the
Fund is held and the volatility of the price of BNB during the shareholder’s
holding period of an investment in the Fund.
The
table below provides examples of how reference price volatility could affect the
Fund’s performance. The table illustrates the impact of two factors that affect
the Fund’s performance: BNB price volatility and the price performance of BNB.
The price performance of BNB shows the percentage change in the price of BNB
over the specified time period, while BNB price volatility is a statistical
measure of the magnitude of fluctuations in the price performance during that
time period. As illustrated below, even if the price change over two equal time
periods is identical, different price volatility (i.e., fluctuations in the
rates of return) during the two time periods could result in drastically
different Fund performance for the two time periods due to the effects of
compounding daily returns during the time periods.
Fund
performance for periods greater than one single day can be estimated given any
set of assumptions for the following factors: a) price volatility; b) price
performance; c) period of time; d) financing rates associated with leveraged
exposure; and e) other Fund expenses. The table below illustrates the impact of
two principal factors - price volatility and price performance - on Fund
performance. The table shows estimated Fund returns for a number of combinations
of price volatility and price performance over a one-year period. Performance
shown in the chart assumes that: (i) no dividends were paid with respect to the
Reference Asset; (ii) there were no Fund expenses; and (iii) borrowing/lending
rates (to obtain leveraged exposure) of 0%. If Fund expenses and/or actual
borrowing/lending rates were reflected, the estimated returns would be different
than those shown. Particularly during periods of higher price volatility,
compounding will cause results for periods longer than a trading day to vary
from two times (2x) the performance of the price of BNB.
As
shown in the table below, the Fund would be expected to lose 6.1% if the price
of BNB did not change over a one year period during which the price experienced
annualized volatility of 25%. At higher ranges of volatility, there is a chance
of a significant loss of value in the Fund, even if the price is flat. For
instance, if the annualized volatility of the price of BNB is 100%, the Fund
would be expected to lose 63.2% of its value, even if the cumulative change in
the price of BNB for the year was 0%. Areas shaded red (or dark gray) represent
those scenarios where the Fund can be expected to return less than two times
(2x) the change in the price of BNB and those shaded green (or light gray)
represent those scenarios where the Fund can be expected to return more than two
times (2x) the change in the price of BNB. The Fund’s actual returns may be
significantly better or worse than the returns shown below as a result of any of
the factors discussed above or in “Daily Correlation/Tracking Risk”
above.
|
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|
| One
Year Price Performance |
Two
Times (2x) One Year Price Performance |
Volatility
Rate |
| Return |
Return |
10% |
25% |
50% |
75% |
100% |
| -60% |
-120% |
-84.2% |
-85.0% |
-87.5% |
-90.9% |
-94.1% |
| -50% |
-100% |
-75.2% |
-76.5% |
-80.5% |
-85.8% |
-90.8% |
| -40% |
-80% |
-64.4% |
-66.2% |
-72.0% |
-79.5% |
-86.8% |
| -30% |
-60% |
-51.5% |
-54.0% |
-61.8% |
-72.1% |
-82.0% |
| -20% |
-40% |
-36.6% |
-39.9% |
-50.2% |
-63.5% |
-76.5% |
| -10% |
-20% |
-19.8% |
-23.9% |
-36.9% |
-53.8% |
-70.2% |
| 0% |
0% |
-1.0% |
-6.1% |
-22.1% |
-43.0% |
-63.2% |
| 10% |
20% |
19.8% |
13.7% |
-5.8% |
-31.1% |
-55.5% |
| 20% |
40% |
42.6% |
35.3% |
12.1% |
-18.0% |
-47.0% |
| 30% |
60% |
67.3% |
58.8% |
31.6% |
-3.7% |
-37.8% |
| 40% |
80% |
94.0% |
84.1% |
52.6% |
11.7% |
-27.9% |
| 50% |
100% |
122.8% |
111.4% |
75.2% |
28.2% |
-17.2% |
| 60% |
120% |
153.5% |
140.5% |
99.4% |
45.9% |
-5.8% |
•ETF
Risks.
The Fund is an ETF and, as a result of its structure, it is exposed to the
following risks:
◦Authorized
Participants, Market Makers, and Liquidity Providers Concentration
Risk.
The Fund has a limited number of financial institutions that may act as APs. In
addition, there may be a limited number of market makers and/or liquidity
providers in the marketplace. Shares may trade at a material discount to NAV and
possibly face delisting if either: (i) APs exit the business or otherwise
become unable to process creation and/or redemption orders and no other APs step
forward to perform these services, or (ii) market makers and/or liquidity
providers exit the business or significantly reduce their business activities
and no other entities step forward to perform their functions.
◦Costs
of Buying or Selling Shares Risk.
Due to the costs of buying or selling Shares, including brokerage commissions
imposed by brokers and bid/ask spreads, frequent trading of Shares may
significantly reduce investment results and an investment in Shares may not be
advisable for investors who anticipate regularly making small investments.
◦Shares
May Trade at Prices Other Than NAV Risk.
As with all ETFs, Shares may be bought and sold in the secondary market at
market prices. Although it is expected that the market price of Shares will
approximate the Fund’s NAV, there may be times when the market price of Shares
is more than the NAV intra-day (premium) or less than the NAV intra-day
(discount) due to supply and demand of Shares or during periods of market
volatility. This risk is heightened in times of market volatility, periods of
steep market declines, and periods when there is limited trading activity for
Shares in the secondary market, in which case such premiums or discounts may be
significant.
◦Trading
Risk.
Although Shares are listed for trading on the NYSE Arca, Inc. (the “Exchange”)
and may be traded on U.S. exchanges other than the Exchange, there can be no
assurance that Shares will trade with any volume, or at all, on any stock
exchange. In stressed market conditions, the liquidity of Shares may begin to
mirror the liquidity of the Fund’s underlying portfolio holdings, which can be
significantly less liquid than the Shares.
•High
Portfolio Turnover Risk. The
Fund may frequently buy and sell investments. Higher portfolio turnover may
result in the Fund paying higher levels of transaction costs and generating
greater tax liabilities for shareholders. Portfolio turnover risk may cause the
Fund’s performance to be less than you expect.
•Intra-Day
Investment Risk. The
Fund seeks leveraged investment results from the close of the market on a given
trading day until the close of the market on the subsequent trading day. The
exact exposure of an investment in the Fund intraday in the secondary market is
a function of the difference between the price of BNB at the market close on the
first trading day and the price of BNB at the time of purchase. If the price of
BNB increases, the Fund’s net assets will rise by the same amount as the Fund’s
exposure. Conversely, if the price of BNB declines, the Fund’s net assets will
decline by the same amount as the Fund’s exposure. Thus, an investor that
purchases shares intra-day may experience performance that is greater than, or
less than, the Fund’s stated multiple of the price performance of
BNB.
If
there is a significant intra-day market event and/or the price of BNB
experiences a significant decrease, the Fund may not meet its investment
objective or rebalance its portfolio appropriately. Additionally, the Fund may
close to purchases and sales of Shares prior to the close of regular trading on
the Exchange and incur significant losses.
•Leverage
Risk. The
Fund seeks to achieve and maintain the exposure to the price of BNB by using
leverage. Therefore, the Fund is subject to leverage risk. When the Fund
purchases or sells an instrument or enters into a transaction without investing
an amount equal to the full economic exposure of the instrument or transaction,
it creates leverage, which can result in the Fund losing more than it originally
invested. As a result, these investments may magnify losses to the Fund, and
even a small market movement may result in significant losses to the Fund.
Leverage may also cause the Fund to be more volatile, because it may exaggerate
the effect of any increase or decrease in the value of the Fund’s portfolio
securities. Swaps and futures trading involves a degree of leverage, and, as a
result, a relatively small price movement in the Reference Asset may result in
immediate and substantial losses to the Fund.
•Liquidity
Risk. Liquidity
risk exists when particular investments are difficult to purchase or sell. This
can reduce the Fund's returns because the Fund may be unable to transact at
advantageous times or prices.
•Market
Risk. The
trading prices of securities and other instruments fluctuate in response to a
variety of factors. These factors include events impacting the entire market or
specific market segments, such as political, market and economic developments,
as well as events that impact specific issuers. The Fund’s NAV and market price,
like security and commodity prices generally, may fluctuate significantly in
response to these and other factors. As a result, an investor could lose money
over short or long periods of time. U.S. and international markets have
experienced significant periods of volatility in recent years due to a number of
these factors, including the impact of the COVID-19 pandemic and related public
health issues, growth concerns in the U.S. and overseas, uncertainties regarding
interest rates, and trade tensions. In addition, local, regional or global
events such as war, including Russia’s invasion of Ukraine, acts of terrorism,
recessions, rising inflation, or other events could have a significant negative
impact on the Fund and its investments. These developments as well as other
events could result in further market volatility and negatively affect financial
asset prices, the liquidity of certain securities and the normal operations of
securities exchanges and other markets.
•New
Fund Risk. The
Fund is a recently organized investment company with no operating history. As a
result, prospective investors have no track record or history on which to base
their investment decision.
•Non-Diversification
Risk. Because
the Fund is “non-diversified,” it may invest a greater percentage of its assets
in the securities of a single issuer or a lesser number of issuers than if it
was a diversified fund. As a result, the Fund may be more exposed to the risks
associated with and developments affecting an individual issuer or a lesser
number of issuers than a fund that invests more widely. This may increase the
Fund’s volatility and cause the performance of a relatively small number of
issuers to have a greater impact on the Fund’s performance.
•Reverse
Repurchase Agreements Risk. A
reverse repurchase agreement is the sale by the Fund of a debt obligation to a
party for a specified price, with the simultaneous agreement by the Fund to
repurchase that debt obligation from that party on a future date at an agreed
upon price. Similar to borrowing, reverse repurchase agreements provide the Fund
with cash for investment purposes, which creates leverage and subjects the Fund
to the risks of leverage. Reverse repurchase agreements also involve the risk
that the other party may fail to return the securities in a timely manner or at
all. The Fund could lose money if it is unable to recover the securities and the
value of collateral held by the Fund, including the value of the investments
made with cash collateral, is less than the value of securities.
•Spot
BNB ETP Risks. In
addition to the risks associated with BNB noted above, Spot BNB ETPs are subject
to additional risks:
◦ETP
Risk. The
Fund may invest in Spot BNB ETPs or use them as Reference Assets for BNB-related
investments. ETP shares trade like exchange-traded funds on a securities
exchange. The price of a Spot BNB ETP is derived from and based upon the value
of spot BNB and cash held by the Spot BNB ETP. However, shares of Spot BNB ETPs
are not traded at net asset value, but may trade at prices above or below the
value of their underlying portfolios. The level of risk involved in the purchase
or sale of a Spot BNB ETP is similar to the risk involved in the purchase or
sale of an exchange-traded fund, except that the pricing mechanism for a Spot
BNB ETP is based on a basket of BNB and cash. Thus, the risks of owning a Spot
BNB ETP generally reflect the risks of owning the underlying BNB and cash that
the Spot BNB ETP holds. Certain Spot BNB ETPs, such as the [...], have a limited
history of operations. Because certain Spot BNB ETPs are relatively new
products, their shares may have a lack of liquidity, which could result in the
market price of the Spot BNB ETP shares being more volatile than the underlying
portfolio of BNB and cash. Disruptions in the markets for BNB could result in
losses on investment in Spot BNB ETPs. In addition, an actual trading market may
not develop for Spot BNB ETP shares, and the listing exchange may halt trading
of a Spot BNB ETP’s shares. Spot BNB ETPs are subject to management fees and
other fees that may increase their costs versus the costs of owning BNB
directly. The Fund will indirectly bear its proportionate share of management
fees and other expenses that are charged by the Spot BNB ETP in addition to the
management fees and other expenses paid by the Fund. The Fund will pay brokerage
commissions in connection with the purchase and sale of shares of Spot BNB
ETPs.
If
the process of creation and redemption of baskets for the Spot BNB ETPs
encounters any unanticipated difficulties, the possibility for arbitrage
transactions by APs intended to keep the price of the shares closely linked to
the price of BNB may not exist and, as a result, the price of the shares may
fall or otherwise diverge from net asset value. The liquidity of the shares may
also be affected by the withdrawal from participation of APs. Security threats
to the Spot BNB ETP account at the custodian could result in the halting of the
Spot BNB ETP’s operations and a loss of the Spot BNB ETP’s assets or damage to
the reputation of the Spot BNB ETP, each of which could result in a reduction in
the value of the Fund’s Shares. The price used to calculate the value of the
Spot BNB ETP’s BNB may be volatile, adversely affecting the value of the Shares.
If the Spot BNB ETP’s custodian agreement is terminated or its custodian fails
to provide services as required, the Spot BNB ETP may need to find and appoint a
replacement custodian, which could pose a challenge to the safekeeping of the
Spot BNB ETP’s BNB, and the Spot BNB ETP’s ability to continue to operate may be
adversely affected. Loss of a critical banking relationship for, or the failure
of a bank used by, the Spot BNB ETP’s prime execution agent could adversely
impact the Spot BNB ETP’s ability to create or redeem baskets or could cause
losses to the Spot BNB ETPs. A Spot BNB ETP may suspend the issuance of shares
at any time, which will impact the price of shares of a Spot BNB ETP, resulting
in a significant difference (premium/discount) between the Spot BNB ETP’s market
price and its net asset value. Additionally, the Fund may be unable to transact
in the shares of the Spot BNB ETP at an acceptable price, and, therefore, the
Fund may be unable to achieve its investment objective.
◦Exposure
Concentration Risk.
It is currently expected that the Fund will derive a significant amount of its
exposure to the price performance of BNB as a result of investing directly in
Spot BNB ETPs or swap agreements or options that reference Spot BNB ETPs. As a
result, the Fund’s performance will be highly dependent on the performance of
the Spot BNB ETPs. If shares of the Spot BNB ETPs were to be delisted or lose
their entire value, Fund Shares would also be expected to suffer a loss of
value. The Fund’s strategy makes the Fund extremely susceptible to
issuer-specific events relating to the Spot BNB ETPs that may not necessarily
affect the BNB market more broadly. This inherently makes an investment in the
Fund riskier than an investment in a fund that provides more diversified
exposure. Neither the Fund nor the Adviser have conducted due diligence upon the
Spot BNB ETPs and make no representations or warranties whatsoever regarding the
Spot BNB ETPs’ ability to acquire, dispose of, or maintain proper custody of
BNB. In the event that there is an issue regarding the Spot BNB ETPs’ ability to
acquire, dispose of, or maintain proper custody of BNB, the Fund’s returns will
be negatively impacted.
◦Foreign
Securities Risk.
The Spot BNB ETPs that are used as Reference Assets for the Fund’s BNB-related
investments, or in which the Fund may invest directly, may be domiciled in
foreign countries and listed on foreign exchanges. ETPs domiciled in Europe may
be less liquid than U.S. ETPs, and their trading activity may be fractured as a
result of listing on multiple exchanges. A European ETP may also trade in
multiple currencies. Changes in currency exchange rates affect the value of
investments denominated in a foreign currency and, therefore, the value of such
investments in the Fund’s portfolio. The Fund’s net asset value could decline if
a currency to which the Fund has exposure depreciates against the U.S. dollar or
if
there
are delays or limits on repatriation of such currency. Currency exchange rates
can be very volatile and can change quickly and unpredictably. As a result, the
value of an investment in the Fund may change quickly and without
warning.
Investments
in non-U.S. securities involve certain risks that may not be present with
investments in U.S. securities. These include risks of adverse changes in
foreign economic, political, regulatory, and other conditions or changes in
currency exchange rates or exchange control regulations (including limitations
on currency movements and exchanges). The securities of some foreign companies
may be less liquid and, at times, more volatile than securities of comparable
U.S. companies. There may be less information publicly available about a
non-U.S. issuer than a U.S. issuer. Non-U.S. issuers may be subject to different
accounting, auditing, financial reporting, and investor protection standards
than U.S. issuers. Investments in non-U.S. securities may be subject to
withholding or other taxes and may be subject to additional trading, settlement,
custodial, and operational risks. With respect to certain countries, there is
the possibility of government intervention and expropriation or nationalization
of assets. Because legal systems differ, there also is the possibility that it
will be difficult to obtain or enforce legal judgments in certain countries.
Since foreign exchanges may be open on days when the Fund does not price its
shares, the value of the securities in the Fund’s portfolio may change on days
when shareholders will not be able to purchase or sell the Fund’s shares.
Conversely, Shares may trade on days when foreign exchanges are closed. Each of
these factors can make investments in the Fund more volatile and potentially
less liquid than other types of investments.
•Subsidiary
Investment Risk. By
investing in the Subsidiary, the Fund is indirectly exposed to the risks
associated with the Subsidiary’s investments. The derivatives and other
investments held by the Subsidiary are generally similar to those that are
permitted to be held by the Fund and are subject to the same risks that apply to
similar investments if held directly by the Fund. The Subsidiary is not
registered under the 1940 Act, and, unless otherwise noted in this Prospectus,
is not subject to all the investor protections of the 1940 Act. Changes in the
laws of the United States and/or the Cayman Islands could result in the
inability of the Fund and/or the Subsidiary to continue to operate as it does
currently and could adversely affect the Fund. For example, the Cayman Islands
does not currently impose any income, corporate or capital gains tax or
withholding tax on the Subsidiary. If Cayman Islands law changes such that the
Subsidiary must pay Cayman Islands taxes, Fund shareholders would likely suffer
decreased investment returns.
•Tax
Risk. The
Fund may gain most of its exposure to BNB through its investment in the
Subsidiary, which may invest directly in BNB-related investments, including
swaps, futures contracts, and reverse repurchase agreements. In order for the
Fund to qualify as a RIC under Subchapter M of the Code, the Fund must, among
other requirements, derive at least 90% of its gross income for each taxable
year from sources generating “qualifying income” for purposes of the “qualifying
income test,” which is described in more detail in the section titled “Federal
Income Taxes” in the statement of additional information (the “SAI”). The Fund’s
investment in the Subsidiary is expected to provide the Fund with exposure to
BNB-related investments within the limitations of the federal tax requirements
of Subchapter M of the Code for qualification as a RIC. The “Subpart F” income
(defined in Section 951 of the Code to include passive income) of the Fund
attributable to its investment in the Subsidiary is “qualifying income” to the
Fund to the extent that such income is derived with respect to the Fund’s
business of investing in stock, securities, or currencies. The Fund expects its
“Subpart F” income attributable to its investment in the Subsidiary to be
derived with respect to the Fund’s business of investing in stock, securities,
or currencies and, accordingly, expects its “Subpart F” income attributable to
its investment in the Subsidiary to be treated as “qualifying income.” The Fund
generally will be required to include in its own taxable income the “Subpart F”
income of the Subsidiary for a tax year, regardless of whether the Fund receives
a distribution of the Subsidiary’s income in that tax year, and this income
would nevertheless be subject to the distribution requirement for qualification
as a RIC and would be taken into account for purposes of the 4% excise tax. The
Adviser will carefully monitor the Fund’s investments in the Subsidiary to
ensure that no more than 25% of the Fund’s assets are invested in the Subsidiary
to comply with the Asset Diversification Test,
as
described in more detail in the SAI.
If
the Fund did not qualify as a RIC for any taxable year and certain relief
provisions were not available, the Fund’s taxable income would be subject to tax
at the Fund level and to a further tax at the shareholder level when such income
is distributed. In such event, in order to re-qualify for taxation as a RIC, the
Fund might be required to recognize unrealized gains, pay substantial taxes and
interest, and make certain distributions. This would cause investors to incur
higher tax liabilities than they otherwise would have incurred and would have a
negative impact on Fund returns. In such event, the Fund’s Board of Trustees
(the “Board”) may determine to reorganize or close the Fund or materially change
the Fund’s investment objective and strategies. In the event that the Fund fails
to qualify as a RIC, the Fund will promptly notify shareholders of the
implications of that failure.
•Valuation
Risk. The
Fund or the Subsidiary may hold securities or other assets that may be valued on
the basis of factors other than market quotations. This may occur because the
asset or security does not trade on a centralized exchange, or in times of
market turmoil or reduced liquidity. There are multiple methods that can be used
to value a portfolio holding when market quotations are not readily available.
The value established for any portfolio holding at a point in time might differ
from what would be produced using a different methodology or if it had been
priced using market quotations. Portfolio holdings that are valued using
techniques other than market quotations, including “fair valued” assets or
securities, may be subject to greater fluctuation in their valuations from one
day to the next than if market quotations were used. In addition, there is no
assurance that the Fund could sell or close out a portfolio position for the
value established for it at any time, and it is possible that the Fund or the
Subsidiary would incur a loss because a portfolio position is sold or closed out
at a discount to the valuation established by the
Fund
or the Subsidiary at that time. The ability to value investments may be impacted
by technological issues or errors by pricing services or other third-party
service providers.
•Volatility
Risk. The
value of certain of the Fund’s investments, including swaps and futures, is
subject to market risk. Market risk is the risk that the value of the
investments to which the Fund is exposed will fall, which could occur due to
general market or economic conditions or other factors.
•Whipsaw
Markets Risk. The
Fund may be subject to the forces of “whipsaw” markets (as opposed to choppy or
stable markets), in which significant price movements develop but then
repeatedly reverse. “Whipsaw” describes a situation where a security’s price is
moving in one direction but then quickly pivots to move in the opposite
direction. Such market conditions could cause substantial losses to the
Fund.
Performance
The
Fund is new and therefore does not have a performance history for a full
calendar year. In the future, performance information for the Fund will be
presented in this section. Updated performance information is available on the
Fund’s website at www.teucrium.com.
Management
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| Investment
Adviser: |
Teucrium
Investment Advisors, LLC |
|
Portfolio
Managers: |
Springer
Harris, Spencer Kristiansen, Joran Haugens and Christopher Small, each
Portfolio Managers of the Adviser, are jointly and primarily responsible
for the day-to-day management of the Fund. Each Portfolio Manager has
served as a Portfolio Manager of the Fund since its inception in [...],
2026. |
Purchase
and Sale of Shares
The
Fund issues and redeems Shares at NAV only in large blocks known as “Creation
Units,” which only APs (typically, broker-dealers) may purchase or redeem. The
Fund generally issues and redeems Creation Units in exchange for a portfolio of
securities and/or a designated amount of U.S. cash.
Shares
are listed on the Exchange, and individual Shares may only be bought and sold in
the secondary market through a broker or dealer at market prices, rather than
NAV. Because Shares trade at market prices rather than NAV, Shares may trade at
a price greater than NAV (premium) or less than NAV (discount).
An
investor may incur costs attributable to the difference between the highest
price a buyer is willing to pay to purchase Shares (the “bid” price) and the
lowest price a seller is willing to accept for Shares (the “ask” price) when
buying or selling Shares in the secondary market. The difference in the bid and
ask prices is referred to as the “bid-ask spread.”
Recent
information regarding the Fund’s NAV, market price, how often Shares traded on
the Exchange at a premium or discount, and bid-ask spreads can be found on the
Fund’s website atThe Fund is new and therefore does not have a performance
history for a full calendar year. In the future, performance information for the
Fund will be presented in this section. Updated performance information is
available on the Fund’s website at www.teucrium.com.
Tax
Information
The
Fund’s distributions are generally taxable as ordinary income, qualified
dividend income, or capital gains (or a combination), unless your investment is
held in an individual retirement account (“IRA”) or other tax-advantaged
account. Distributions on investments made through tax-deferred arrangements may
be taxed later upon withdrawal of assets from those accounts.
Financial
Intermediary Compensation
If
you purchase Shares through a broker-dealer or other financial intermediary
(such as a bank) (an “Intermediary”), the Adviser or its affiliates may pay
Intermediaries for certain activities related to the Fund, including
participation in activities that are designed to make Intermediaries more
knowledgeable about exchange-traded products, including the Fund, or for other
activities, such as marketing, educational training or other initiatives related
to the sale or promotion of Shares. These payments may create a conflict of
interest by influencing the Intermediary and your salesperson to recommend the
Fund over another investment. Any such arrangements do not result in increased
Fund expenses. Ask your salesperson or visit the Intermediary’s website for more
information.
ADDITIONAL
INFORMATION ABOUT THE FUNDS
Investment
Objective
The
Fund’s investment objective may be changed by the Board of Trustees (the
“Board”) of Listed Funds Trust (the “Trust”) without shareholder approval upon
written notice to shareholders.
The
Teucrium xETFs 2x Long Daily BNB ETF (the “Fund”) is designed to seek daily
investment results, before fees and expenses, that correspond to two times (2x)
the daily price performance of Binance Coin (“BNB”).
If,
on a given day, BNB gains 1%, the Fund is designed to gain approximately 2%
(which is equal to two times 1%). Conversely, if BNB loses 1% on a given day,
the Fund is designed to lose approximately 2%. The Fund seeks leveraged
investment results on a daily basis - from the close of regular trading on one
trading day to the close on the next trading day - which should not be equated
with seeking a leveraged investment objective for any other period. The
Fund is designed as a short-term trading vehicle. The Fund is intended to be
used by investors who intend to actively monitor and manage their
portfolios.
Principal
Investment Strategies
The
Adviser uses a number of investment techniques in an effort to achieve the
stated investment objective for the Fund. The Fund seeks two times (2x) the
daily price performance of BNB on a given day. To do this, the Adviser creates
net “long” positions for the Fund. The Adviser may create short positions in the
Fund even though the net exposure in the Fund will be long. Long positions move
in the same direction as BNB, advancing when BNB advances and declining when BNB
declines.
In
seeking to achieve the Fund’s investment objective, the Adviser uses statistical
and quantitative analysis to determine the investments the Fund makes and the
techniques it employs. The Adviser determines the type, quantity, and mix of
investment positions that it believes in combination should produce daily
returns consistent with the Fund’s investment objective. In general, if the Fund
is performing as designed, the return of BNB will dictate the return for the
Fund. The Adviser does not invest the assets of the Fund in securities,
derivatives, or other investments based on the Adviser’s view of the investment
merit of a particular security, instrument, or company, nor does it conduct
conventional investment research or analysis or forecast market movements or
trends.
The
Fund has a clearly articulated daily leveraged investment objective which
requires the Fund to seek economic exposure in excess of its net assets
(i.e.,
economic leverage). The Fund invests in some combination of BNB and financial
instruments so that it generates economic exposure consistent with the Fund’s
investment objective.
The
Fund will invest significantly in swap agreements, options, and futures
contracts to obtain economic “leverage.” Leveraging allows the Adviser to
generate a greater positive or negative return for the Fund than what would be
generated on the invested capital without leverage, thus changing small market
movements into larger changes in the value of the investments of the
Fund.
At
the close of the markets on each trading day, the Fund will position its
portfolio to ensure that the Fund’s exposure to BNB is consistent with the
Fund’s stated investment objective. The impact of market movements during the
day will generally require the Fund to adjust its exposure to the Reference
Assets on a daily basis. If BNB has risen on a given day, the Fund’s net assets
should rise, meaning its exposure will typically need to be increased.
Conversely, if BNB has fallen on a given day, the Fund’s net assets should fall,
meaning its exposure will typically need to be reduced.
The
Fund may have difficulty in achieving its daily leveraged investment objective
due to fees, expenses, transaction costs, income items, accounting standards,
significant purchase and redemption activity by Fund shareholders, and/or
disruptions or a temporary lack of liquidity in the markets for the investments
held by the Fund.
A
BNB exchange or market may close or issue trading halts, or the ability to buy
or sell certain BNB-related investments may be restricted, which may result in
the Fund being unable to buy or sell certain financial instruments. In such
circumstances, the Fund may be unable to rebalance its portfolio, may be unable
to accurately price its investments and/or may incur substantial trading
losses.
The
Fund may also invest in equity securities of “BNB-related companies.” For these
purposes, BNB-related companies are companies, including Spot BNB ETPs, that the
Adviser believes provide returns that generally correspond, or are closely
related, to the performance of BNB.
If
the Fund is unable to obtain sufficient leveraged exposure to BNB due to the
limited availability of necessary investments or financial instruments, the Fund
could, among other things, limit or suspend creation units until the Adviser
determines that the requisite exposure to BNB is obtainable. During the period
that creation units are suspended, the Fund could trade at a significant premium
or discount to its NAV and could experience substantial
redemptions.
Swap
Agreements
Most
swaps entered into by the Fund provide for the calculation and settlement of the
obligations of the parties to the agreement on a “net basis” with a single
payment. Consequently, the Fund’s current obligations (or rights) under a swap
will generally be equal only to the net amount to be paid or received under the
agreement based on the relative values of the positions held by each party to
the agreement (the “net amount”). Other swaps may require initial premium
(discount) payments as well as periodic payments (receipts) related to the
interest leg of the swap or to the return on the reference entity. The Fund’s
current obligations under the types of swaps
that
the Fund expects to enter into (e.g., total return swaps) will be accrued daily
(offset against any amounts owed to the Fund by the counterparty to the swap)
and any accrued but unpaid net amounts owed to a swap counterparty will be
collateralized by the Fund posting collateral to a tri-party account between the
Fund’s custodian, the Fund, and the counterparty. However, typically no payments
will be made until the settlement date.
Swap
agreements do not involve the delivery of securities or other underlying assets.
Accordingly, if a swap is entered into on a net basis and if the counterparty to
a swap agreement defaults, the Fund’s risk of loss consists of the net amount of
payments that the Fund is contractually entitled to receive, if
any.
OTC
Options
The
Fund may engage in options and OTC options transactions. Unlike exchange-traded
options, which are standardized with respect to the underlying instrument,
expiration date, contract size, and strike price, the terms of OTC options
(options not traded on exchanges) generally are established through negotiation
with the other party to the option contract.
Swaptions
The
Fund may engage in swaption transaction during periods of extreme volatility to
preserve capital. A swaption is an OTC option that gives the purchaser of the
option the right, but not the obligation, in return for payment of a premium to
the seller, to enter into a previously negotiated swap, or to extend, terminate
or otherwise modify the terms of an existing swap. The writer (seller) of a
swaption receives premium payments from the purchaser and, in exchange, becomes
obligated to enter into or modify an underlying swap upon the exercise of the
option by the purchaser. When the Fund purchases a swaption, it risks losing
only the amount of the premium it has paid should it decide to let the option
expire unexercised, plus any related transaction costs.
Reverse
Repurchase Agreements
The
Fund may invest in reverse repurchase agreements, which are a form of borrowing
in which the Fund sells portfolio securities to financial institutions and
agrees to repurchase them at a mutually agreed-upon date and price that is
higher than the original sale price, and use the proceeds for investment
purchases.
When
the Fund seeks to reduce its total assets exposure to the financial instruments
held by its Subsidiary, it may use short-term Treasury bills it owns (or
purchase additional Treasury bills as needed) to transact in reverse repurchase
agreement transactions, which are ostensibly loans to the Fund. Those loans will
increase the gross assets of the Fund, which the Adviser expects will allow the
Fund to meet the Asset Diversification Test. When the Fund enters into a reverse
repurchase agreement, it will either (i) be consistent with Section 18 of the
1940 Act and maintain asset coverage of at least 300% of the value of the
reverse repurchase agreement; or (ii) treat the reverse repurchase agreement
transactions as derivative transactions for purposes of Rule 18f-4 under the
1940 Act (“Rule 18f-4”), including as applicable, the value-at-risk based limit
on leverage risk.
A
Cautionary Note to Investors Regarding Dramatic BNB Movements
The
Fund seeks daily exposure to BNB equal to 200% of its net assets. As a
consequence, the Fund could lose an amount greater than its net assets in the
event of a decline in the value of BNB in excess of 50% of the value of BNB. The
risk of total loss exists. If the price of BNB has a dramatic adverse movement
that causes a material decline in the Fund’s net assets, the terms of the Fund’s
swap agreements may permit the counterparty to immediately close out the swap
transaction. In that event, the Fund may be unable to enter into another swap
agreement or invest in other derivatives to achieve exposure consistent with the
Fund’s investment objective. This may prevent the Fund from achieving its
investment objective, even if the price of BNB later reverses completely or
partially.
Understanding
the Risks and Long-Term Performance of Daily Objective Funds – the Impact of
Compounding
The
Fund is designed to provide leveraged (2x) results on a daily basis. The Fund,
however, is unlikely to provide a simple multiple (i.e.,
2x) of the price performance of BNB over periods longer than a single
day.
•Why?
The hypothetical example below illustrates how daily leveraged fund returns can
behave for periods longer than a single day.
Take
a hypothetical fund XYZ that seeks to achieve twice the daily price performance
of XYZ digital asset (“XYZ DA”). On each day, fund XYZ performs in line with its
objective (2x the daily price performance of XYZ DA before fees and expenses).
Notice that over the entire five-day period, the fund’s total return is
considerably less than two times that of the period performance of the price of
XYZ DA. For the five-day period, the price of XYZ DA gained 5.1% while fund XYZ
gained 9.9% (versus 2 x 5.1% or 10.2%). In other scenarios, the return of a
daily rebalanced fund could be greater than three times the return of the
asset.
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Price
of XYZ DA |
Fund
XYZ |
|
Level |
Daily
Performance |
Daily
Performance |
Net
Asset Value |
| Start |
100 |
|
|
$100.00 |
| Day
1 |
103 |
3.0% |
6.0% |
$106.00 |
| Day
2 |
99.9 |
-3.0% |
-6.0% |
$99.62 |
| Day
3 |
103.9 |
4.0% |
8.0% |
$107.60 |
| Day
4 |
101.3 |
-2.5% |
-5.0% |
$102.21 |
| Day
5 |
105.1 |
3.8% |
7.5% |
$109.88 |
| Total
Return |
|
5.1% |
9.9% |
|
•Why
does this happen? This
effect is caused by compounding, which exists in all investments, but has a more
significant impact on a daily leveraged fund. The return of a daily leveraged
fund for a period longer than a single day is the result of its return for each
day compounded over the period and usually will differ in amount, and possibly
even direction, from the daily leveraged fund’s stated multiple times the change
in the price of the daily leveraged fund’s respective underlying asset for the
same period. In general, during periods of higher volatility in the asset’s
price, compounding will cause longer term results to be less than the multiple
of the change in the asset’s price. This effect becomes more pronounced as
volatility increases. Conversely, in periods of lower volatility in the asset’s
price, fund returns over longer periods can be higher than the multiple of the
change in the asset’s price. Actual results for a particular period, before fees
and expenses, are also dependent on the following factors: a) the volatility of
the asset’s price; b) the change in the asset’s price; c) period of time; d)
financing rates associated with derivatives; and e) other fund expenses. The
examples herein illustrate the impact of two principal factors -price volatility
and price change - on fund performance.
•What
it means to you. Daily
leveraged funds, if used properly and in conjunction with the investor’s view on
the future direction and volatility of the markets, can be useful tools for
knowledgeable investors who want to manage their exposure to various markets and
market segments. Investors should understand the consequences of seeking daily
investment results, before fees and expenses, that correspond to the performance
of a daily benchmark such as the multiple (i.e., 2x) of the daily performance of
a reference price for a single day, not for any other period, including the
impact of compounding on fund performance. Investors should monitor and/or
periodically rebalance their portfolios (which will possibly trigger transaction
costs and tax consequences), as frequently as daily. Investors considering the
Fund should understand that it is designed to provide a positive multiple of a
price change for a single day, not for any other period.
Additionally,
investors should recognize that the degree of volatility of BNB’s price can have
a dramatic effect on the Fund’s longer-term performance. The more volatile BNB’s
price is, the more the Fund’s longer-term performance will negatively deviate
from a simple multiple (i.e., 2x) of BNB’s longer-term performance. The return
of the Fund for a period longer than a single day is the result of its return
for each day compounded over the period and usually will differ in amount, and
possibly even direction, from the Fund’s stated multiple times the price change
of BNB for the same period. For periods longer than a single day, the Fund will
lose money if BNB’s price performance is flat over time, and it is possible that
the Fund will lose money over time regardless of the price change of BNB, as a
result of daily rebalancing, the volatility of the price of BNB, compounding,
and other factors. An
investor in the Fund could potentially lose the full principal value of his/her
investment within a single day.
Additional
Information about BNB and BNB Chain
BNB
is a digital asset originally used by Binance and transmitted through the BNB
Chain, a network of computers that operates on cryptographic protocols based on
open-source code, the infrastructure of which is understood to be collectively
maintained by a global user base (the “BNB Chain”). The BNB Chain allows people
to exchange tokens of value, called BNB, which are recorded on a public
transaction ledger known as a blockchain. BNB can be used to pay for goods and
services, including computational power on the BNB Chain, or it can be converted
to fiat currencies, such as the U.S. dollar, at rates determined on digital
asset trading platforms or in individual end-user- to-end-user transactions
under a barter system. Furthermore, the BNB Chain was designed to allow users to
write and implement smart contracts—that is, general-purpose code that executes
on every computer in the network and can instruct the transmission of
information and value based on a sophisticated set of logical conditions. Using
smart contracts, users can create markets, store registries of debts or
promises, represent the ownership of property, move funds in accordance with
conditional instructions and create digital assets other than BNB on the BNB
Chain. Smart contract operations are executed on the BNB Chain in exchange for
payment of BNB. Like the Ethereum network, the BNB Chain is one of a number of
projects intended to expand blockchain use beyond just a peer-to-peer money
system.
BNB
Chain is a blockchain and smart contract network for permissionless
applications. The BNB Chain is an open-source protocol that enables users to
deploy smart contracts to support their blockchain projects. The BNB Chain was
created by Binance, a cryptocurrency exchange, in 2017. The BNB Chain is
composed of three blockchains, BNB Smart Chain, opBNB and BNB Greenfield, which
allow the network to create and trade assets such as BNB, coordinate transaction
validators and facilitate the creation of smart contracts. Each chain serves a
different purpose. BNB Smart Chain is a Layer 1 blockchain used to enable the
development
of user-generated permissionless applications (“Dapps”), including in the
decentralized finance (“DeFi”) space. opBNB is used as a Layer 2 scaling
solution for BNB Smart Chain. BNB Greenfield is used as a blockchain storage
solution. The BNB Chain is one of the competitors of Ethereum. BNB Chain is
powered by the proof-of-staked-authority consensus protocol, which combines
delegated proof of stake (“DPoS”) and proof-of-authority (“PoA”)
algorithms.
BNB
is the native token of the BNB Chain and serves as the base currency for
transactions, smart contract interactions and deployment, as a governance token
on BNB Chain that allows token holders to participate in the governance of the
network, and can currently be used to obtain discounts on trading fees on
Binance. BNB can be staked to help secure the network and earn staking rewards.
BNB has a capped supply of 200 million and is used as fee payment, for staking
in BNB Chain's consensus process and for on-chain voting. BNB holders may become
transaction validators if they stake a minimum number of BNB (although the
number of validators at any one time is limited) or can delegate their coins to
an already existing validator.
Additional
Information about the Spot BNB ETPs
It
is currently expected that the Fund will initially derive a significant amount
of its exposure to the price performance of BNB from its direct investment in
one or more Spot BNB ETPs and swap agreements or options that reference a Spot
BNB ETP. The Spot BNB ETPs in which the Fund may invest (or which may be used as
a Reference Asset) are exchange-traded products that are designed to provide
exposure to the performance of BNB and are fully secured by holdings of BNB. The
Spot BNB ETPs in which the Fund may invest include ETPs listed on a European
exchange, or U.S. ETPs, which are exchange-traded funds registered under the
Securities Act of 1933, as amended and listed on a U.S. national securities
exchange, but not registered under the 1940 Act. Each non-U.S. Spot BNB ETP
issues bonds that are collateralized by the respective amount of BNB. The issuer
shall at any given time procure in relation to issued bonds that it holds such
amount of BNB equal to or exceeding the aggregate claims of the bondholders,
expressed as a number of units of BNB. The value and performance of the bonds
materially depend on the value and performance of the issuer’s holdings of BNB.
Based on the non-U.S. Spot BNB ETPs’ payment and delivery obligations to
bondholders, the bonds are expected (subject to the deduction of any fees and
costs) to track the performance of BNB nearly 1:1.
An
investor cannot purchase the bonds issued by non-U.S. Spot BNB ETPs directly
from the issuer in the primary market. Initially, in the primary market, the
bonds may only be subscribed for or purchased by APs. Once the bonds issued by
non-U.S. Spot BNB ETPs have been subscribed for or purchased in the primary
market, investors may purchase the bonds in the secondary market from any person
on an anonymous basis (i) via the relevant stock exchange (in case of bonds
admitted to trading on a stock exchange) or (ii) over the counter.
As
of the date of this Prospectus, there are no U.S. Spot BNB ETPs available for
the Fund to invest in or use as a Reference Asset. Additional information about
each of the Spot BNB ETPs in which the Fund may invest (or use as a Reference
Asset) is detailed below:
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The
value of shares of a Spot BNB ETP may not directly correspond to the price of
BNB and is highly volatile. The price of a Spot BNB ETP may go down even if the
price of BNB remains unchanged. Additionally, shares that trade at a premium
mean that an investor who purchases $1 of a portfolio will actually own less
than $1 in assets.
Each
Spot BNB ETP is a passive investment vehicle that does not seek to generate
returns beyond tracking the price of BNB. This means the sponsor does not
speculatively sell BNB at times when its price is high or speculatively acquire
BNB at low prices in the expectation of future price increases. The Spot BNB
ETPs will not utilize hedging, leverage, derivatives, or any similar
arrangements in seeking to meet their investment objectives. Each Spot BNB ETP’s
custodian will keep custody of the Spot BNB ETP’s BNB and will keep all of the
private keys associated with such Spot BNB ETP’s BNB held by the custodian in
“cold storage.” “Cold storage” is a safeguarding method by which the private
keys corresponding to the particular Spot BNB ETP’s BNB 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.
Principal
Investment Risks
BNB
and BNB-related investments are relatively new investments. They are subject to
unique and substantial risks and historically have been subject to significant
price volatility. The value of an investment in the Fund could decline
significantly and without warning, including to $0. You should be prepared for
the possibility of losing your entire investment. You may lose the entire
principal amount of your investment in a single day. The performance of
BNB-related investments, and therefore the performance of the Fund, may differ
significantly from the performance of BNB.
An
investment in the Fund entails risks. The Fund could lose money, or its
performance could trail that of other investment alternatives. The following
provides additional information about the Fund’s principal risks. It is
important that investors closely review and understand these risks before making
an investment in the Fund. Each risk summarized below is considered a “principal
risk” of investing in the Fund, regardless of the order in which it
appears.
•Crypto
Asset Risk. The
Fund’s performance is subject to the risks of the crypto assets industry. The
trading prices of many crypto assets have experienced extreme volatility and may
do so in the future. Extreme volatility in the future, including declines in the
trading prices of BNB, could have a material adverse effect on the value of the
Fund’s shares, and the shares could lose all or substantially all of their
value. The value of the shares is subject to a number of factors relating to the
fundamental investment characteristics of BNB as a crypto asset, including the
fact that BNB is a bearer instrument, and loss, theft, destruction, or
compromise of the associated private keys could result in permanent loss of the
asset, and the capabilities and development of blockchain technologies. Crypto
assets represent a new and rapidly evolving industry, and the value of the
Fund’s shares depends on the acceptance of BNB. Changes in the governance of a
crypto asset network may not receive sufficient support from users and miners,
which may negatively affect that crypto asset network’s ability to grow and
respond to challenges.
A
number of factors affect the price and market for BNB held by the
Fund.
◦Supply
and Demand.
It is believed that speculators and investors who seek to profit from trading
and holding crypto assets currently account for a significant portion of demand
for any crypto asset. Such speculation regarding the potential future
appreciation in the price of crypto assets may artificially inflate or deflate
the price of BNB. Market fraud and/or manipulation and other fraudulent trading
practices, such as the intentional dissemination of false or misleading
information (e.g.,
false rumors) can, among other things, lead to a disruption of the orderly
functioning of markets, significant market volatility, and cause the value of
crypto asset futures to fluctuate quickly and without warning.
◦Adoption
and Use of Crypto Assets. Crypto
assets and crypto-related investments are relatively new investments, and the
continued adoption of BNB will require growth in its usage as a means of payment
or for recordkeeping. Even if growth in BNB adoption continues in the near- or
medium-term, there is no assurance that BNB usage will continue to grow over the
long-term. A contraction in the use of BNB may result in a lack of liquidity,
increased volatility in and a reduction in the price of BNB.
◦Risk
Factors Related to the Regulation of Crypto Assets. Any
final determination by a court that any crypto asset is a “security” may
adversely affect the value of BNB and the value of the Fund’
shares.
Depending
on its characteristics, a crypto asset may be considered a “security” under the
federal securities laws. The test for determining whether a particular crypto
asset is a “security” is complex and difficult to apply, and the outcome is
difficult to predict. Public, though non-binding, statements by senior officials
at the SEC have indicated that the SEC did not consider bitcoin or Ethereum to
be securities and does not currently consider bitcoin to be a security. The SEC
staff has also provided informal assurances via no-action letters to a handful
of promoters that their digital assets are not securities.
On
the other hand, the SEC has brought enforcement actions against the issuers and
promoters of several other crypto assets on the basis that the crypto assets in
question are securities. More recently, the SEC has also brought enforcement
actions against various crypto asset trading platforms for allegedly operating
unregistered securities exchanges on the basis that certain of the crypto assets
traded on their platforms are securities. For example, in June 2023, the SEC
brought a complaint against Coinbase (the “Coinbase Complaint”) alleging
violations of a variety of securities laws. In its complaint, the SEC asserted
that Solana is a security under the federal securities laws. In February 2025,
the SEC dismissed the Coinbase Complaint.
Whether
a crypto asset is a security under the federal securities laws depends on
whether it is included in the lists of instruments making up the definition of
“security” in the Securities Act of 1933, the Securities Exchange Act of 1934,
and the 1940 Act. Crypto assets as such do not appear in any of these lists,
although each list includes the terms “investment contract” and “note,” and the
SEC has typically analyzed whether a particular digital asset is a security by
reference to whether it meets the tests developed by the federal courts
interpreting these terms, known as the “Howey” and “Reves” tests, respectively.
For many crypto assets, whether or not the Howey or Reves tests are met is
difficult to resolve definitively, and substantial legal arguments can often be
made both in favor of and against a particular crypto asset qualifying as a
security under one or both tests. Adding to the complexity, the SEC staff has
indicated that the security status of a particular crypto asset can change over
time as the relevant facts evolve.
As
part of determining whether a crypto asset is a security for purposes of the
federal securities laws, Listed Funds Trust (the “Trust”) takes into account a
number of factors, including the various definitions of “security” under the
federal securities laws and federal court decisions interpreting elements of
these definitions, such as the U.S. Supreme Court’s decisions in the Howey and
Reves cases, as well as reports, orders, press releases, public statements, and
speeches by the SEC, its commissioners, and its staff providing guidance on when
a digital asset may be a security for purposes of the federal securities laws.
If an appropriate court determines that BNB is a security, the Adviser would not
intend to permit the Fund to continue holding its investments in a way that
would violate the federal securities laws.
◦Largely
Unregulated Marketplace.
Crypto asset trading venues are relatively new and, in most cases, largely
unregulated. As a result of this lack of regulation, individuals or groups may
engage in insider trading, fraud, or market manipulation with respect to crypto
assets. Such manipulation could cause investors in crypto assets to lose money,
possibly the entire value of their investments. Additionally, some digital asset
trading platforms may not operate in compliance with applicable law, and
such
non-compliance may cause such platforms to close operations in certain
jurisdictions and/or be the subject of regulatory investigations.
Crypto
asset trading venues are not subject to the same regulations as regulated
securities or futures exchanges. Crypto asset trading venues that are regulated
typically must comply with minimum net worth, cybersecurity, and anti-money
laundering requirements, but are not typically required to protect customers or
their markets to the same extent that regulated securities exchanges or futures
exchanges are required to do so. As a result, markets for crypto assets may be
subject to manipulation or fraud and may be subject to larger and/or more
frequent sudden declines than assets traded on more traditional exchanges.
Investors in crypto assets may lose money, possibly the entire value of their
investments.
Over
the past several years, a number of crypto asset trading venues have been closed
due to fraud, failure, or security breaches. The nature of the assets held at
crypto asset trading venues makes them appealing targets for hackers, and a
number of digital asset trading venues have been victims of cybercrimes and
other fraudulent activity. These activities have caused significant, in some
cases total, losses for crypto investors. Investors in crypto assets may have
little or no recourse should such theft, fraud, or manipulation occur. There is
no central registry showing which individuals or entities own crypto assets or
the quantity of crypto assets that are owned by any particular person or entity.
There are no regulations in place that would prevent a large holder or a group
of holders from selling their crypto assets, which could depress the price of
the applicable crypto asset, or otherwise attempting to manipulate the price of
the crypto asset. Events that reduce user confidence in a crypto asset, the
applicable blockchain, and the fairness of crypto asset trading venues could
have a negative impact on the price of BNB and the value of an investment in the
Fund.
If
BNB trading venues become subject to onerous regulations or are subject to
enforcement actions by regulatory authorities (including FinCEN, SEC, CFTC,
FINRA, the Consumer Financial Protection Bureau, the Department of Justice, the
Department of Homeland Security, the Federal Bureau of Investigation, the
Internal Revenue Service (the “IRS”), the Office of the Comptroller of the
Currency, the Federal Deposit Insurance Corporation, the Federal Reserve, and
state financial institution regulators), among other things, trading in BNB may
be concentrated in a smaller number of trading venues, which may materially
impact the price, volatility, and trading volume of BNB. Additionally, the
trading venues may be required to comply with tax, AML, know-your-customer and
other regulatory requirements and compliance and reporting obligations that may
make it more costly to transact in or trade BNB (which may materially impact
price, volatility, or trading of BNB more generally). Each of these events could
have a negative impact on the value of an investment in the Fund.
The
trading of BNB is fragmented across numerous trading venues. The fragmentation
of the volume of BNB transactions across multiple trading venues can lead to a
higher volatility than would be expected if volume was concentrated in a single
trading venue. Market fragmentation and volatility increase the likelihood of
price differences across different trading venues.
◦Cybersecurity
Risk. Blockchain
technology and network functionality rely on the Internet. A significant
disruption or interruption of Internet connectivity affecting large numbers of
users or geographic areas could impede the functionality of blockchain
technologies and the price of BNB. In addition, certain features of blockchain
technology, such as decentralization; open-source protocol, including the code
of smart contracts running on a blockchain; and reliance on peer-to-peer
connectivity, may increase the risk of fraud or cyber-attack by potentially
reducing the likelihood of a coordinated response. Cybersecurity exploitations
or attacks against entities that custody or facilitate the transfers
or
trading
of BNB could result in a significant theft of BNB and a loss of public
confidence, which could lead to a decline in the value of BNB and, as a result,
adversely impact the Fund’s investments in BNB. Additionally, if a malicious
actor or botnet (i.e., a volunteer or hacked collection of computers controlled
by networked software coordinating the actions of the computers) obtains control
of more than 50% of the processing power of BNB’s network, such actor or botnet
could alter the blockchain and adversely affect the value of BNB, which would
adversely affect the Fund’s investments in BNB.
◦Forked
Asset Risk. Crypto
asset networks operate using open-source protocols, meaning that any user can
download the software, modify it, and then propose that the users and validators
adopt the modification. When a modification is introduced and a substantial
majority of users and validators consent to the modification, the change is
implemented, and the network remains uninterrupted. However, if less than a
substantial majority of users and validators consent to the proposed
modification, and the modification is not compatible with the software prior to
its modification, the consequence would be what is known as a “hard fork” of a
crypto asset network, with one group running the pre-modified software and the
other running the modified software. The effect of such a fork would be the
existence of two versions of a crypto asset network running in parallel yet
lacking interchangeability. For example, in August 2017, bitcoin “forked” into
bitcoin and a new digital asset, Bitcoin Cash, as a result of a several-year
dispute over how to increase the rate of transactions that the bitcoin network
can process.
Forks
may also occur as a network community’s response to a significant security
breach. For example, in June 2016, an anonymous hacker exploited a smart
contract running on the Ethereum Network to siphon approximately $60 million of
ether held by The DAO, a distributed autonomous organization, into a segregated
account. In response to the hack, most participants in the Ethereum community
elected to adopt a “fork” that effectively reversed the hack. However, a
minority of users continued to develop the original blockchain, now referred to
as “Ethereum Classic,” with the digital asset on that
blockchain
now referred to as Ether Classic, or ETC. ETC now trades on several digital
asset trading platforms. A fork may also occur as a result of an unintentional
or unanticipated software flaw in the various versions of otherwise compatible
software that users run. Such a fork could lead to users and validators
abandoning the digital asset with the flawed software. It is possible, however,
that a substantial number of users and validators could adopt an incompatible
version of the digital asset while resisting community-led efforts to merge the
two chains. This could result in a permanent fork, as in the case of ether and
Ether Classic.
In
addition, many developers have previously initiated hard forks in the blockchain
to launch new digital assets, such as Bitcoin Gold and Bitcoin Diamond. To the
extent such digital assets compete with BNB, such competition could impact
demand BNB and could adversely impact the value of the Fund’s
shares.
Furthermore,
a hard fork can lead to new security concerns, like when the Ethereum and
Ethereum Classic networks split in July 2016. Replay attacks, in which
transactions from one network were rebroadcast to nefarious effect on the other
network, plagued digital asset trading platforms through at least October 2016.
A digital asset trading platform announced in July 2016 that it had lost 40,000
Ether Classic, worth about $100,000 at that time, as a result of replay attacks.
Another possible result of a hard fork is an inherent decrease in the level of
security due to significant amounts of mining/validating power remaining on one
network or migrating instead to the new forked network. After a hard fork, it
may become easier for an individual validator or validator pool’s power to
exceed levels necessary to execute an attack on the network.
A
future fork in the BNB network could adversely affect the value of the Fund’s
shares.
◦Attack
Risk. All
networked systems are vulnerable to various kinds of attacks. A blockchain may
be vulnerable to several types of attacks, including:
▪“33%
attack,” where, if a validator or group of validators were to gain control of
more than 33% of the total staked crypto asset on the applicable blockchain, a
malicious actor could temporarily impede or delay block confirmation or even
cause a temporary fork in the blockchain.
•“>66%
attack,” where, if a validator or group of validators acting in concert were to
gain control of more than 66% of the total staked crypto asset on the
blockchain, a malicious actor could permanently and irreversibly manipulate the
blockchain, including censorship, double-spending, and fraudulent block
propagation, both on a forward- and backward-looking basis. The attacker could
unilaterally finalize their preferred chain without the votes of any other
stakers and could also reverse past finalized blocks.
Further,
smart contracts on the network may create systemic risk for the price of a
crypto asset in the event of an exploit. If a significant portion of a crypto
asset is held by a small number of holders sometimes referred to as “whales,”
these holders have the ability to manipulate the price of the crypto
asset.
◦Crypto
Asset Tax Risk. Current
IRS guidance indicates that convertible virtual currency, defined as a digital
representation of value that functions as a medium of exchange, a unit of
account, and/or a store of value that has an equivalent value in real currency,
or that acts as a substitute for real currency, should be treated and taxed as
property, and that transactions involving the payment of convertible virtual
currency for goods and services should be treated as barter transactions. While
this treatment allows for the possibility of capital gains treatment, it creates
a potential tax reporting requirement in any circumstance where the ownership of
convertible virtual currency passes from one person to another, usually by means
of convertible virtual currency transactions (including off-blockchain
transactions), which could discourage the use of digital assets as a medium of
exchange, especially for a holder of digital assets that has appreciated in
value.
•BNB
Risk. The
price of BNB as determined by the BNB market has experienced periods of extreme
volatility and may be influenced by a wide variety of factors. Speculators and
investors who seek to profit from trading and holding BNB generate a significant
portion of BNB demand. Such speculation regarding the potential future
appreciation in the value of BNB may cause the price of BNB to increase.
Conversely, a decrease in demand for or speculative interest regarding BNB may
cause the price to decline.
Digital
assets such as BNB were only introduced within the past 15 years, and the medium
to long term value of the Shares is subject to a number of factors over time
relating to the capabilities and development of blockchain technologies, such as
the recentness of their development, their dependence on the internet and other
technologies, their dependence on the role played by users, developers
validators and the potential for malicious activity. BNB itself was launched
only in 2017. For example, the realization of one or more of the following risks
could materially adversely affect the value of the Shares: digital asset
networks, including the BNB Chain, and the software used to operate them are in
the early stages of development. Given the recentness of the development of
digital asset networks, digital assets may not function as intended and parties
may be unwilling to use digital assets, which would dampen the growth, if any,
of digital asset networks. Because BNB is a digital asset, the value of the
Shares is subject to a number of factors relating to the fundamental investment
characteristics of digital assets, including the fact that digital assets are
bearer instruments and loss, theft, compromise, or destruction of the associated
private keys could result in permanent loss of the asset.
The
BNB Chain, including the cryptographic and algorithmic protocols supporting its
operation, has only been in existence since 2019. While the BNB token was
initially launched in 2017 on the Ethereum blockchain as an ERC-20 token, it
migrated to the BNB Chain following its launch. BNB markets have a limited
performance record, making them part of a new and rapidly evolving industry that
is subject to a variety of factors that are difficult to evaluate. For example,
the following are some of the risks could materially adversely affect the value
of the Shares:
◦Digital
assets, including BNB, are controllable only by the possessor of both the unique
public key and private key or keys relating to the BNB Chain address, or
“wallet”, at which the digital asset is held. Private keys must be safeguarded
and kept private in order to prevent a third party from accessing the digital
asset held in such wallet. The loss, theft, compromise or destruction of a
private key required to access a digital asset may be irreversible. If a private
key is lost, stolen, destroyed or otherwise compromised and no backup of the
private key is accessible, the owner would be unable to access the digital asset
corresponding to that private key and the private key will not be capable of
being restored by the digital asset network resulting in the total loss of the
value of the digital asset linked to the private key.
◦Digital
asset networks are dependent upon the internet. A disruption of the internet or
a digital asset network, such as the BNB Chain, would affect the ability to
transfer digital assets, including BNB, and, consequently, their
value.
◦The
foregoing notwithstanding, the BNB Chain’s protocol is informally overseen by a
collective of core developers who propose amendments to the relevant network’s
source code. Core developers’ roles evolve over time, largely based on
self-determined participation. If a significant majority of users and validators
were to adopt amendments to the BNB Chain based on the proposals of such core
developers, the BNB Chain would be subject to new protocols that may adversely
affect the value of BNB.
◦To
the extent that validators on the BNB Chain decline to include transactions in
blocks due to insufficient or absent transaction fees, such transactions may not
be recorded until a validator accepts the lower fee or includes the transaction
regardless of fee size. If a significant number of validators adopt similar fee
thresholds, this could result in delays in transaction processing. Any prolonged
or widespread delays in transaction inclusion may undermine user confidence in
the BNB Chain or in digital asset networks more broadly.
◦As
the BNB Chain continues to develop and grow, certain technical issues might be
uncovered and the trouble shooting and resolution of such issues requires the
attention and efforts of BNB Chain’s global development community. Like all
software, the BNB Chain is at risk of vulnerabilities and bugs that can
potentially be exploited by malicious actors.
◦Many
digital asset networks, including the BNB Chain, face significant scaling
challenges and are being upgraded with various features designed to increase the
speed of digital asset transactions and the number of transactions that can be
processed in a given period (known as “throughput”). These attempts to increase
the volume of transactions may not be effective, and such upgrades may fail,
resulting in potentially irreparable damage to the BNB Chain and the value of
BNB.
◦Moreover,
in the past, bugs, defects and flaws in the source code for digital assets have
been exposed and exploited, including flaws that disrupted normal blockchain
network or Dapp and smart contract operations or disabled related functionality
for users, exposed users’ personal information and/or resulted in the theft of
users’ digital assets. The cryptography underlying the BNB Chain or BNB as an
asset could prove to be flawed or ineffective, or developments in mathematics
and/or technology, including advances in digital computing, algebraic geometry
and quantum computing, could result in such cryptography becoming ineffective.
In any of these circumstances, a malicious actor may be able to compromise the
security of the BNB Chain or take the Trust’s BNB, which would adversely affect
the value of the Shares. Moreover, normal operations and functionality of the
BNB Chain may be negatively affected. Such losses of functionality could lead to
the BNB Chain losing attractiveness to users, nodes, validators, or other
stakeholders, thereby dampening demand for BNB. Even if another digital asset
other than BNB were affected by similar circumstances, any reduction in
confidence in the source code or cryptography underlying digital assets
generally could negatively affect the demand for digital assets and therefore
adversely affect the value of the Shares.
◦The
BNB Chain is still in the process of developing and making significant decisions
that will affect policies that govern the supply and issuance of BNB as well as
other BNB Chain protocols. The open-source nature of many digital asset network
protocols, such as the protocol for the BNB Chain, means that developers and
other contributors are generally not directly compensated for their
contributions in maintaining and developing such protocols. As a result, the
developers and other contributors of a particular digital asset may lack a
financial incentive to maintain or develop the network, or may lack the
resources to adequately address emerging issues. Alternatively, some developers
may be funded by companies whose interests are at odds with other participants
in a particular digital asset network. If the BNB Chain does not successfully
develop its policies on supply and issuance, and other major design decisions or
does so in a manner that is not attractive to network participants it could lead
to a decline in adoption of the BNB Chain and price of BNB.
◦Dapps
and smart contract developers depend on being able to obtain BNB to be able to
run their programs and operate their businesses. In particular, decentralized
applications and smart contracts require BNB in order to pay the transaction
fees
needed
to pay validators to execute transactions and smart contract operations. As
such, they represent a significant source of demand for BNB. BNB's price
volatility (particularly where BNB prices increase), or the BNB Chain's wider
inability to meet the demands of decentralized applications and smart contracts
in terms of inexpensive, reliable, and prompt transaction execution (including
during congested periods), or to solve its scaling challenges or increase its
throughput, may discourage such decentralized application and smart contract
developers from using the BNB Chain as the foundational infrastructure layer for
building their applications and smart contracts. If decentralized application
and smart contract developers abandon the BNB Chain for other blockchain or
digital asset networks or protocols for whatever reason, the value of BNB could
be negatively affected.
◦The
perception that BNB Chain and BNB are associated with Binance could cause BNB’s
value to be affected by developments involving or affecting Binance. For
example, in 2023 the SEC filed a lawsuit against Binance, alleging, inter alia,
that the offering and sale of BNB by Binance was an unregistered securities
offering. The district court’s decision in SEC v. Binance Holdings Ltd. et al.,
738 F.Supp.3d 20, 48-58 (D.D.C. Aug. 23, 2024), ruled that, while the SEC’s
allegations regarding the manner in which Binance offered and sold BNB as part
of the initial distribution of BNB were sufficient at the motion to dismiss
stage, the SEC’s complaint did not include sufficient facts to support a
plausible inference that any particular secondary sales of BNB satisfy the Howey
test for an investment contract. In 2023, the Department of Justice, OFAC,
FinCEN, and the CFTC reached a series of settlements with Binance for charges
involving violations of U.S. laws governing money laundering, sanctions,
registration as a money services business, and registration under the Commodity
Exchange Act, among others. If Binance were to subject to operating restrictions
or was no longer able to facilitate trading in BNB, the liquidity and market
value of BNB would be negatively affected, causing the Shares to decline in
value. If BNB were no longer able to be used for trading fee discounts on
Binance, the demand for BNB would be negatively affected, which would likewise
negatively impact BNB’s market value and therefore the value of the Shares.
Likewise, negative developments, publicity, or sentiment relating to Binance or
its principals could affect market demand for, and value of, BNB.
Moreover,
because digital assets, including BNB, have been in existence for a short period
of time and are continuing to develop, there may be additional risks in the
future that are impossible to predict as of the date of this
Prospectus.
•BNB
Exposure Risk. The
Fund expects to have significant exposure to BNB. As a result, the Fund’s
performance may be disproportionately and significantly impacted by the poor
performance of BNB or events materially affecting the ecosystem of BNB. The
Fund’s significant exposure to BNB makes it more susceptible to any single
occurrence affecting BNB and related ETPs and BNB-related investments and may
subject the Fund to greater market risk than more diversified
funds.
•Loss
Limitation Risk.
While
the Fund may implement protective measures intended to limit losses or prevent
the Fund’s NAV from going to or below zero during periods of extreme volatility,
such measures are limited in scope and effectiveness. The Fund’s leveraged
positions can magnify losses in adverse markets, and an unscheduled rebalancing
may cause the Fund to realize losses already incurred and/or restrict the Fund’s
ability to benefit from subsequent market reversals. As a result, when loss
limiting measures are taken, the Fund may not fully participate in favorable
market movements and will not achieve its stated investment
objective
The
remaining principal risks are presented in alphabetical order to facilitate
finding particular risks and comparing them with those of other
funds
•Active
Management Risk.
The Fund is actively managed and may not meet its investment objective based on
the Adviser’s success or failure to implement strategies for the Fund. The Fund
invests in complex instruments (each described below), including swap agreements
and futures contracts. Such instruments may create enhanced risks for the Fund
and the Adviser’s ability to control the Fund’s level of risk will depend on the
Adviser’s skill in managing such instruments. In addition, the Adviser’s
evaluations and assumptions regarding investments, interest rates, inflation,
and other factors may not successfully achieve the Fund’s investment objective
given actual market conditions.
•Cash
Transaction Risk.
The Fund expects to effect all of its creations and redemptions for cash, rather
than in-kind securities. The Fund may be required to sell or unwind portfolio
investments to obtain the cash needed to distribute redemption proceeds. This
may cause the Fund to recognize a capital gain that it might not have recognized
if it had made a redemption in-kind. As a result, the Fund may pay out higher
annual capital gain distributions than if the in-kind redemption process was
used. The use of cash creations and redemptions may also cause the Fund’s shares
to trade in the market at wider bid-ask spreads or greater premiums or discounts
to the Fund’s NAV. As a practical matter, only institutions and large investors,
such as market makers or other large broker dealers, create or redeem shares
directly through the Fund. Most investors will buy and sell shares of the Fund
on an exchange through a broker-dealer. Furthermore, the Fund may not be able to
execute cash transactions for creation and redemption purposes at the same price
used to determine the Fund’s NAV. To the extent that the maximum additional
charge for creation or redemption transactions is insufficient to cover the
execution shortfall, the Fund’s performance could be negatively
impacted.
•Clearing
Broker Risk. The
failure or bankruptcy of the Fund’s and the Subsidiary’s clearing broker could
result in a substantial loss of Fund assets. Under current CFTC regulations, a
clearing broker maintains customers’ assets in a bulk segregated account.
If
a clearing broker fails to do so, or is unable to satisfy a substantial deficit
in a customer account, its other customers may be subject to risk of loss of
their funds in the event of that clearing broker’s bankruptcy. In that event,
the clearing broker’s customers, such as the Fund and the Subsidiary, are
entitled to recover, even in respect of property specifically traceable to them,
only a proportional share of all property available for distribution to all of
that clearing broker’s customers.
•Collateral
Securities Risk.
Collateral may include obligations issued or guaranteed by the U.S. government
and its agencies and instrumentalities, including bills, notes and bonds issued
by the U.S. Treasury, as well as money market funds and corporate debt
securities. U.S. government securities include securities that are issued or
guaranteed by the U.S. Treasury, by various agencies of the U.S. government, or
by various instrumentalities which have been established or sponsored by the
U.S. government. U.S. Treasury securities are backed by the “full faith and
credit” of the United States. Securities issued or guaranteed by federal
agencies and U.S. government-sponsored instrumentalities may or may not be
backed by the full faith and credit of the United States. In the case of those
U.S. government securities not backed by the full faith and credit of the United
States, the investor must look principally to the agency or instrumentality
issuing or guaranteeing the security for ultimate repayment, and may not be able
to assert a claim against the United States itself in the event that the agency
or instrumentality does not meet its commitment. The U.S. government and its
agencies and instrumentalities do not guarantee the market value of their
securities, and consequently, the value of such securities may fluctuate. The
Fund’s investments in U.S. government securities will change in value in
response to interest rate changes and other factors, such as the perception of
an issuer’s creditworthiness.
Money
market funds are subject to management fees and other expenses, and the Fund’s
investments in money market funds will cause it to bear proportionately the
costs incurred by the money market funds’ operations while simultaneously paying
its own management fees and expenses. An investment in a money market fund is
not insured or guaranteed by the Federal Deposit Insurance Corporation or any
other government agency. Money market funds may not have the value of their
investments remain at $1.00 per share; it is possible to lose money by investing
in a money market fund.
Corporate
debt securities such as commercial paper generally are short-term unsecured
promissory notes issued by businesses. Corporate debt securities carry both
credit risk and interest rate risk. Credit risk is the risk that the issuer of a
corporate debt security is unable to pay interest or repay principal when it is
due and the holder of the corporate debt security could lose money. Interest
rate risk is the risk that interest rates rise and fall over time. For example,
the value of fixed-income securities generally decreases when interest rates
rise, which may cause the Fund’s value to decrease. Also, investments in
fixed-income securities with longer maturities fluctuate more in response to
interest rate changes. Some corporate debt securities that are rated below
investment grade generally are considered speculative because they present a
greater risk of loss, including default, than higher quality debt
securities.
•Commodity
Pool Regulatory Risk. The
Fund’s investment exposure to commodities futures will cause it to be deemed to
be a commodity pool, thereby subjecting the Fund to regulation under the CEA and
CFTC rules. The Adviser is registered as a CPO, and the Fund will be operated in
accordance with applicable CFTC rules, as well as the regulatory scheme
applicable to registered investment companies. Registration as a CPO imposes
additional compliance obligations on the Adviser and the Fund related to
additional laws, regulations, and enforcement policies, which could increase
compliance costs and may affect the operations and financial performance of the
Fund. However, the Fund’s status as a commodity pool and the Adviser’s
registration as a CPO are not expected to materially adversely affect the Fund’s
ability to achieve its investment objective. The CFTC has not passed on the
adequacy of this Prospectus.
•Counterparty
Risk.
Counterparty risk is the risk that a counterparty to Fund transactions
(e.g.,
swap transactions) will be unable or unwilling to perform its contractual
obligation to the Fund. The Fund generally enters into derivatives transactions,
such as futures contracts and swap agreements, with counterparties such that
either party can terminate the contract without penalty prior to the termination
date. The Fund may be negatively impacted if a counterparty becomes bankrupt or
otherwise fails to perform its obligations under such a contract, if any
collateral posted by the counterparty for the benefit of the Fund is
insufficient, or if there are delays in the Fund’s ability to access such
collateral. If the counterparty becomes bankrupt or defaults on its payment
obligations to the Fund, the Fund may experience significant delays in obtaining
any recovery, may obtain only a limited recovery, or may obtain no recovery, and
the value of an investment held by the Fund may decline. The Fund also may not
be able to exercise remedies, such as the termination of transactions, netting
of obligations, and realization on collateral, if such remedies are stayed or
eliminated under special resolutions adopted in the United States, the European
Union, and various other jurisdictions. European Union rules and regulations
intervene when a financial institution is experiencing financial difficulties
and could reduce, eliminate, or convert a counterparty’s obligations to the Fund
to equity (sometimes referred to as a “bail-in”).
The
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 the Fund transacts. The Fund
generally enters into swap agreements or other financial instruments with major
financial intermediaries and seeks to mitigate risks by generally requiring that
the counterparties for the Fund post collateral, marked to market daily, in an
amount approximately equal to what the counterparty owes the Fund, subject to
certain minimum thresholds. To the extent any
such
collateral is insufficient or there are delays in accessing the collateral, the
Fund will be exposed to the risks described above. If a counterparty’s credit
rating declines, the Fund may be subject to a bail-in, as described
above.
In
addition, the Fund may enter into swap agreements with a limited number of
counterparties, which may increase the Fund’s exposure to counterparty credit
risk. To the extent the Fund’s counterparties are concentrated in the financial
services sector, the Fund bears the risk that those counterparties may be
adversely affected by legislative or regulatory changes, adverse market
conditions, increased competition, and/or wide-scale credit losses resulting
from financial difficulties or borrowers affecting the sector. There is a risk
that no suitable counterparties are willing to enter into, or continue to enter
into, transactions with the Fund and, as a result, the Fund may not be able to
achieve its investment objective. Additionally, although a counterparty to a
centrally cleared swap agreement is often backed by a FCM or a clearing
organization that is further backed by a group of financial institutions, there
may be instances in which a FCM or a clearing organization would fail to perform
its obligations, causing significant losses to the Fund. The markets for certain
derivatives, including those located in certain foreign countries, are
relatively new and still developing, which may expose the Fund to increased
counterparty credit and liquidity risks.
•Crypto-Related
Company Risk. If
the Fund is unable to obtain its desired exposure to crypto-related investments,
the Fund may obtain exposure by investing in or shorting securities of
“crypto-related companies.” There can be no assurance that the returns of
crypto-related companies will correspond, or be closely related, to the
performance of BNB. Crypto-related companies face rapid changes in technology;
intense competition, including the development and acceptance of competing
platforms or technologies; loss or impairment of intellectual property rights;
cyclical economic patterns; shifting consumer preferences; evolving industry
standards; adverse effects of changes to a network’s or software’s protocols; a
rapidly changing regulatory environment; and dependency on certain key personnel
(including highly skilled financial services professionals and software
engineers). Crypto-related companies may be susceptible to operational and
information security risks including those associated with hardware or software
failures, interruptions, or delays in service by third-party vendors, and
security breaches. Certain crypto-related companies may be subject to the risks
associated with investing directly in BNB.
•Crypto-Related
Investments Tax Risk. As
a RIC, the Fund must derive at least 90% of its gross income for each taxable
year from sources treated as qualifying income under the Code. The income of the
Fund from certain crypto-related investments may be treated as non-qualifying
income for purposes of the Fund’s qualification as a RIC, in which case the Fund
might fail to qualify as a RIC and be subject to federal income tax at the Fund
level. To the extent the Fund invests directly in crypto-related investments,
the Fund will seek to restrict its income from such instruments that do not
generate qualifying income to a maximum of 10% of its gross income (when
combined with its other investments that produce non-qualifying income) to
comply with the qualifying income test necessary for the Fund to qualify as a
RIC under Subchapter M of the Code. However, the Fund may generate more
non-qualifying income than anticipated, may not be able to generate qualifying
income in a particular taxable year at levels sufficient to meet the qualifying
income test, or may not be able to accurately predict the non-qualifying income
from these investments.
The
extent to which the Fund invests in crypto-related investments may be limited by
the qualifying income test and the Asset Diversification Test, which the Fund
must continue to satisfy to maintain its status as a RIC. If the Fund does not
qualify as a RIC for any taxable year and certain relief provisions are not
available, the Fund’s taxable income would be subject to tax at the Fund level
and to a further tax at the shareholder level when such income is distributed.
Failure to comply with the requirements for qualification as a RIC could have
significant negative tax consequences to the Fund’s shareholders. Under certain
circumstances, the Fund may be able to cure a failure to meet the qualifying
income requirement, but in order to do so the Fund may incur significant
Fund-level taxes, which would effectively reduce (and could eliminate) the
Fund’s returns. The tax treatment of certain crypto-related investments may be
affected by future regulatory or legislative changes that could affect the
character, timing, and/or amount of the Fund’s taxable income or gains and
distributions.
•Cybersecurity
Risk.
With the increased use of technologies such as the Internet and the dependence
on computer systems to perform business and operational functions, funds (such
as the Fund) and their service providers may be prone to operational and
information security risks resulting from cyber-attacks and/or technological
malfunctions. In general, cyber-attacks are deliberate, but unintentional events
may have similar effects. Cyber-attacks include, among others, stealing or
corrupting data maintained online or digitally, preventing legitimate users from
accessing information or services on a website, releasing confidential
information without authorization, and causing operational disruption.
Cybersecurity incidents may allow an unauthorized party to gain access to Fund
assets or proprietary information, or cause the Fund, the Adviser, and/or other
service providers (including custodians and financial intermediaries) to suffer
data breaches or data corruption. Additionally, cybersecurity failures or
breaches of the electronic systems of the Fund, the Adviser, or the Fund’s other
service providers, market makers, APs, the Fund’s primary listing exchange, or
the issuers of securities in which the Fund invests have the ability to disrupt
and negatively affect the Fund’s business operations, including the ability to
purchase and sell Shares, potentially resulting in financial losses to the Fund
and Its shareholders. For instance, cyber-attacks or technical malfunctions may
interfere with the processing of shareholder or other transactions, affect the
Fund’s ability to calculate its NAV, cause the release of private shareholder
information or confidential Fund information, impede trading, cause reputational
damage, and subject the Fund to regulatory fines, penalties or financial losses,
reimbursement or other compensation costs, and additional compliance costs.
Cyber-attacks or technical malfunctions may render records of Fund assets and
transactions, shareholder ownership of Shares, and other data integral to the
functioning of the
Fund
inaccessible or inaccurate or incomplete. The Fund also may incur substantial
costs for cybersecurity risk management to prevent cyber incidents in the
future. The Fund and its respective shareholders could be negatively impacted as
a result.
•Daily
Correlation/Tracking Risk. There
is no guarantee that the Fund will achieve a high degree of correlation to BNB’s
price and therefore achieve its daily investment objective. The Fund seeks to
adjust its exposure to the Reference Assets daily to achieve a high degree of
correlation with the performance of the price of BNB. In addition, the Fund’s
exposure to BNB’s price is impacted by the movement of the price of BNB. Because
of this, it is unlikely that the Fund will be perfectly exposed to BNB’s price
at the end of each day. The possibility of the Fund being materially over- or
under-exposed to BNB’s price increases on days when the BNB price is volatile
near the close of the trading day. Market disruptions, regulatory restrictions
and extreme volatility will also adversely affect the Fund’s ability to adjust
exposure to the required levels.
The
Fund may have difficulty achieving its daily investment objective for many
reasons, including fees, expenses, transaction costs, financing costs related to
the use of derivatives, accounting standards and their application to income
items, disruptions, illiquidity or high volatility in the markets for the
securities or financial instruments in which the Fund invests, early and
unanticipated closings of the markets on which the holdings of the Fund trade
resulting in the inability of the Fund to execute intended portfolio
transactions, and regulatory and tax considerations, which may cause the Fund to
hold (or not to hold) certain instruments. 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 BNB. 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 BNB. These factors could decrease the correlation
between the performance of the Fund and BNB and may hinder the Fund’s ability to
meet its daily investment objective on or around that day.
•Depositary
Receipt Risk.
The Fund may hold the securities of non-U.S. companies in the form of depositary
receipts, including ADRs, EDRs, and GDRs. ADRs are negotiable certificates
issued by a U.S. financial institution that represent a specified number of
shares in a foreign stock and trade on a U.S. national securities exchange, such
as the New York Stock Exchange (the “NYSE”). Sponsored ADRs are issued with the
support of the issuer of the foreign stock underlying the ADRs and carry all of
the rights of common shares, including voting rights. EDRs and GDRs are similar
to ADRs but may be issued in bearer form and denominated in other currencies and
are generally designed for use in specific or multiple securities markets
outside the U.S. EDRs, for example, are designed for use in European securities
markets, while GDRs are designed for use throughout the world. The underlying
issuers of certain depositary receipts, particularly unsponsored or unregistered
depositary receipts, are under no obligation to distribute shareholder
communications to the holders of such receipts, or to pass through to them any
voting rights with respect to the deposited securities. Issuers of unsponsored
depositary receipts are not contractually obligated to disclose material
information in the U.S. and, therefore, such information may not correlate to
the market value of the unsponsored depositary receipt. The Shares in the Fund’s
portfolio are usually denominated or quoted in currencies other than the U.S.
Dollar. As a result, changes in foreign currency exchange rates may affect the
value of the Fund’s portfolio. In addition, because the Shares trade on foreign
exchanges at times when the U.S. markets are not open for trading, the value of
the Shares may change materially at times when the U.S. markets are not open for
trading, regardless of whether there is an active U.S. market for
Shares.
•Derivatives
Risk. The
Fund’s derivative investments have risks, including the imperfect correlation
between the value of such instruments and the underlying assets; the loss of
principal, including the potential loss of amounts greater than the initial
amount invested in the derivative instrument; and illiquidity of the derivative
investments. The derivatives used by the Fund may give rise
to
a form of leverage. Leverage magnifies the potential for gain and may result in
greater losses, which in some cases may cause the Fund to liquidate other
portfolio investments at inopportune times (e.g., at a loss to comply with
limits on leverage and asset segregation requirements imposed by the 1940 Act or
when the Adviser otherwise would have preferred to hold the investment) or to
meet redemption requests. Certain of the Fund’s transactions in derivatives
could also affect the amount, timing, and character of distributions to
shareholders, which may result in the Fund realizing more short-term capital
gain and ordinary income subject to tax at ordinary income tax rates than it
would if it did not engage in such transactions, which may adversely impact the
Fund’s after-tax returns. To the extent the Fund invests in such derivative
instruments, the value of the Fund’s portfolio is likely to experience greater
volatility over short-term periods.
◦Futures
Contracts Risk. The
successful use of futures contracts draws upon the Adviser’s skill and
experience with respect to such instruments and is subject to special risk
considerations. The primary risks associated with the use of futures contracts,
which may adversely affect the Fund’s NAV and total return, are: (a) the
imperfect correlation between the change in market value of the futures contract
and the price of underlying asset; (b) possible lack of a liquid market for a
futures contract and the resulting inability to close a forward or futures
contract when desired; (c) losses caused by unanticipated market movements,
which are potentially unlimited; (d) the Adviser’s inability to predict
correctly the direction of securities prices, interest rates, currency exchange
rates, and other economic factors; (e) the possibility that the counterparty
will default in the performance of its obligations; and (f) if the Fund has
insufficient cash, it may have to sell securities from its portfolio to meet
daily variation margin requirements, and the Fund may have to sell securities at
a time when it may be disadvantageous to do so. If the Fund’s ability to obtain
exposure to commodities futures consistent with its investment objective is
disrupted for any reason, including limited liquidity in the commodities futures
market, a disruption to the commodities futures, or as a
result
of margin requirements or position limits imposed by the Fund’s FCMs, the DCM,
or the CFTC on the Fund or the Adviser, the Fund would not be able to achieve
its investment objective and may experience significant losses.
Investment
in exchange-traded futures contracts may expose the Fund to the risks of a
clearing broker (or a FCM). Under current regulations, a clearing broker or FCM
maintains customers’ assets in a bulk segregated account. There is a risk that
Fund assets deposited with the clearing broker to serve as margin may be used to
satisfy the broker’s own obligations or the losses of the broker’s other
clients. In the event of default, the Fund could experience lengthy delays in
recovering some or all of its assets and may not see any recovery at all.
Because futures contracts project price levels in the future, market
circumstances may cause a discrepancy between the price of a futures contract
and the movement in the underlying asset. In the event of adverse price
movements, the Fund may be required to post additional “variation margin” to
satisfy the necessary collateral requirements of the FCM. The Subsidiary intends
to invest in futures contracts, which requires that the Subsidiary and/or the
Fund maintain liquid assets sufficient to satisfy any margin or similar trading
account maintenance requirements.
◦Cost
of Futures Investment Risk. When
a commodities futures contract is nearing expiration, the Fund will generally
sell it and use the proceeds to buy a commodities futures contract with a later
expiration date. This is commonly referred to as “rolling.” The price of
commodities futures contracts further from expiration may be higher (a condition
known as “contango”) or lower (a condition known as “backwardation”), which can
affect the Fund’s performance. The futures contracts markets have experienced,
and are likely to experience again in the future, extended periods in which
contango or backwardation have affected various types of futures contracts.
These extended periods have caused in the past, and may cause in the future,
significant losses. In addition, the costs associated with rolling commodities
futures contracts typically are substantially higher than the costs associated
with other futures contracts and may have a significant adverse impact on the
performance of the Fund. Because of the frequency with which the Fund expects to
roll commodities futures contracts, the effects of such contango or
backwardation may be greater than would be the case if the Fund experienced
lower portfolio turnover.
◦Swap
Agreements Risk. Swap
agreements are contracts for periods ranging from one day to more than one year
and may be negotiated bilaterally and traded OTC between two parties or, for
certain standardized swaps, must be exchange-traded through a FCM or swap
execution facility and/or cleared through a clearinghouse that serves as a
central counterparty. In a standard swap transaction, two parties agree to
exchange the returns (or differentials in rates of return) earned or realized on
particular predetermined investments or instruments. The Fund may enter into
swap agreements, including, but not limited to total return swaps, index swaps,
interest rate swaps, municipal market data rate locks, and credit default swaps.
The Fund may utilize swap agreements in an attempt to gain exposure to certain
securities without purchasing those securities to speculate on the movement of
such securities or to hedge a position. Risks associated with the use of swap
agreements are different from those associated with ordinary portfolio
securities transactions, largely due to the fact that they could be considered
illiquid and many swaps currently trade on the OTC market. Swaps are
particularly subject to counterparty credit, correlation, valuation, liquidity,
and leveraging risks and could result in substantial losses to the
Fund.
As
noted above, certain standardized swaps are subject to mandatory exchange
trading and central clearing. While exchange trading and central clearing are
intended to reduce counterparty credit risk and increase liquidity, they do not
make swap transactions risk-free. Additionally, the CFTC and other applicable
regulators have adopted rules imposing certain margin requirements, including
minimums, on OTC swaps, which may result in the Fund and its counterparties
posting higher margin amounts for OTC swaps, which could increase the cost of
swap transactions to the Fund and impose added operational complexity. The
Dodd-Frank Act and related regulatory developments require the clearing and
exchange-trading of many OTC derivative instruments that the CFTC and the SEC
have defined as “swaps.” Mandatory exchange-trading and clearing are occurring
on a phased-in basis based on the type of market participant and CFTC approval
of contracts for central clearing. The Adviser will continue to monitor
developments in this area, particularly to the extent regulatory changes affect
the Fund’s ability to enter into swap agreements.
◦Swaps
Capacity Risk. If
the Fund’s or the Subsidiary’s ability to obtain exposure to swaps consistent
with its investment objective is disrupted for any reason, including, for
example, limited liquidity in the BNB market, a disruption to the BNB market, or
as a result of margin requirements or other limitations imposed by the Fund’s
swaps dealers or the CFTC or other regulators, the Fund may not be able to
achieve its investment objective and may experience significant
losses.
In
such circumstances, the Adviser intends to take such action as it believes
appropriate and in the best interest of the Fund. Any disruption in the Fund’s
or the Subsidiary’s ability to obtain exposure to swaps will cause the Fund’s
performance to deviate from the performance of BNB. Additionally, the ability of
the Fund or the Subsidiary to obtain exposure to swaps is limited by certain tax
rules that limit the amount the Fund can invest in the Subsidiary as of the end
of each tax quarter. Exceeding this amount may have tax consequences. See “Tax
Risk” for more information.
Margin
levels for swap contracts based on BNB may be substantially higher than margin
requirements for more established swaps and futures contracts. Additionally,
margin requirements are subject to change and may be raised in the future by
swaps dealers or regulators. High margin requirements could prevent the Fund, or
the Subsidiary, from obtaining sufficient exposure to BNB-based swaps and may
adversely affect its ability to achieve its investment objective. Further, swap
counterparties
utilized by the Fund or the Subsidiary may impose limits on the amount of
exposure to swaps contracts the Fund or the Subsidiary can obtain through such
counterparty. If the Fund or the Subsidiary cannot obtain sufficient exposure to
BNB-based swaps, the Fund may not be able to achieve its investment
objective.
◦Options
Risk. The
buyer of an option acquires the right, but not the obligation, to buy (a call
option) or sell (a put option) a certain quantity of a security (the underlying
security) or instrument, including a futures contract or swap, at a certain
price up to a specified point in time. The seller or writer of an option is
obligated to sell (a call option) or buy (a put option) the underlying
instrument. When the Fund sells an option, it gains the amount of the premium it
receives, but also incurs a liability representing the value of the option it
has sold until the option is either exercised and finishes “in the money,”
meaning it has value and can be sold, or the option expires worthless, or the
expiration of the option is “rolled,” or extended forward. The value of the
options in which the Fund invests is based partly on the volatility used by
market participants to price such options (i.e., implied volatility).
Accordingly, increases in the implied volatility of such options will cause the
value of such options to increase (even if the prices of the options’ underlying
assets do not change), which will result in a corresponding increase in the
liabilities of the Fund under such options and thus decrease the Fund’s NAV.
Options
are often used to manage or hedge risk because they enable an investor to buy or
sell an asset in the future at an agreed-upon price. Options used by the Fund to
reduce volatility may not perform as intended and may not fully protect the Fund
against declines in the value of its portfolio investments. Options also are
used for other reasons, such as to manage exposure to changes in interest rates
and bond prices; as an efficient means of adjusting overall exposure to certain
markets; in an effort to enhance income; to protect the value of portfolio
securities or other instruments; and to adjust portfolio duration.
Options
are subject to correlation risk. The writing and purchasing of options are
highly specialized activities as the successful use of options depends on the
Adviser’s ability to predict correctly future price fluctuations and the degree
of correlation between the markets for options and the underlying instruments.
Exchanges can limit the number of positions that can be held or controlled by
the Fund or its Adviser, thus limiting the ability to implement the Fund’s
strategies. Options also are particularly subject to leverage risk and can be
subject to liquidity risk. Because option premiums paid or received by the Fund
are small in relation to the market value of the investments underlying the
options, the Fund is exposed to the risk that buying and selling put and call
options can be more speculative than investing directly in
securities.
Purchasing
put options may result in the Fund’s loss of premiums paid in the event that the
put options expire unexercised. To the extent that the Fund reduces its put
option holdings relative to the number of call options sold by the Fund, the
Fund’s ability to mitigate losses in the event of a market decline will be
reduced.
◦Foreign
Exchange Traded Options and Futures. Participation
in foreign futures and foreign options transactions involves the execution and
clearing of trades on, or subject to the rules of, a foreign board of trade.
Neither the National Futures Association nor any domestic exchange regulates
activities of any foreign boards of trade, including the execution, delivery,
and clearing of transactions, or has the power to compel enforcement of the
rules of a foreign board of trade or any applicable foreign law. This is true
even if the exchange is formally linked to a domestic market so that a position
taken on the market may be liquidated by a transaction on another market.
Moreover, such laws or regulations will vary depending on the foreign country in
which the foreign futures or foreign options transaction occurs. For these
reasons, when the Fund trades foreign futures or foreign options contracts, it
may not be afforded certain of the protective measures provided by the Commodity
Exchange Act, the CFTC’s regulations, and the rules of the National Futures
Association and any domestic exchange, including the right to use reparations
proceedings before the CFTC and arbitration proceedings provided by the National
Futures Association or any domestic futures exchange. In particular, proceeds
derived from foreign futures or foreign options transactions may not be provided
the same protections as proceeds derived from transactions on U.S. futures
exchanges. In addition, the price of any foreign futures or foreign options
contract and, therefore, the potential profit and loss thereon, may be affected
by any variance in the foreign exchange rate between the time the Fund’s orders
are placed and the time they are liquidated, offset, or exercised.
◦Over-the-Counter
Market Risk.
Certain derivatives in which the Fund may invest may be traded (and privately
negotiated) in OTC markets. While the OTC markets are the primary trading venue
for many derivatives, such markets are largely unregulated. If a privately
negotiated OTC contract calls for payments by the Fund, the Fund must be
prepared to make such payments when due. In addition, if a counterparty’s
creditworthiness declines, the Fund may not receive payments owed under the
contract, or such payments may be delayed under such circumstances and the value
of agreements with such counterparty can be expected to decline, potentially
resulting in losses to the Fund. Securities traded in these markets may trade
less frequently and in limited volumes and thus exhibit more volatility and
liquidity risk, and the prices paid by the Fund in OTC transactions may include
an undisclosed dealer markup. The Fund is also exposed to default by the OTC
option writer who may be unwilling or unable to perform its contractual
obligations to the Fund.
◦Swaptions
Risk.
There can be no assurance that a liquid secondary market will exist for any
particular swaption, or at any particular time, and the Fund may have difficulty
effecting closing transactions in particular swaptions. Therefore, the Fund may
have to exercise the options that it purchases in order to realize any profit
and take delivery of the underlying swap. The
Fund
could then incur transaction costs upon the sale or closing out of the
underlying swap. In the event that the swaption is exercised, the counterparty
for such swaption would be the same counterparty with whom the Fund entered into
the underlying swap.
However,
if the Fund writes (sells) a swaption, the Fund is bound by the terms of the
underlying swap upon exercise of the option by the buyer, which may result in
losses to the Fund in excess of the premium it received. Swaptions involve the
risks associated with derivative instruments generally, as well as the
additional risks associated with both options and swaps generally.
•Early
Close/Trading Halt Risk. An
exchange or market may close or issue trading halts on specific securities, or
the ability to buy or sell certain securities or financial instruments may be
restricted, which may result in the Fund being unable to buy or sell certain
securities or financial instruments. In such circumstances, the Fund may be
unable to rebalance its portfolio, may be unable to accurately price its
investments, and/or may incur substantial trading losses.
•Effects
of Compounding and Market Volatility Risk. The
Fund has daily leveraged investment objectives, and the Fund’s performance for
periods greater than a trading day will be the result of each day’s returns
compounded over the period, which is very likely to differ from BNB’s
performance times the stated multiple in the Fund’s investment objective, before
fees and expenses. Compounding affects all investments but has a more
significant impact on leveraged funds and funds that rebalance
daily.
Over
time, the cumulative percentage increase or decrease in the value of the Fund’s
portfolio may diverge significantly from the cumulative percentage increase or
decrease in 200% of the return of BNB due to the compounding effect of losses
and gains on the returns of the Fund. It also is expected that the Fund’s use of
leverage will cause the Fund to underperform the return of 200% of BNB in a
trendless or flat market.
The
table below provides examples of how BNB volatility could affect the Fund’s
performance. The table illustrates the impact of two factors that affect the
Fund’s performance: BNB volatility and BNB return. BNB returns show the
percentage change in the value of BNB over the specified time period, while BNB
volatility is a statistical measure of the magnitude of fluctuations in the
returns during that time period. As illustrated below, even if BNB return over
two equal time periods is identical, different BNB volatility (i.e.,
fluctuations in the rates of return) during the two time periods could result in
drastically different Fund performance for the two time periods due to the
effects of compounding daily returns during the time periods.
Fund
performance for periods greater than one single day can be estimated given any
set of assumptions for the following factors: a) price volatility; b) price
performance; c) period of time; d) financing rates associated with leveraged
exposure; and e) other Fund expenses. The tables below illustrate the impact of
two principal factors - price volatility and price performance - on Fund
performance. The tables show estimated Fund returns for a number of combinations
of price volatility and price performance over a one-year period.
Performance
shown in the table assumes that: (i) no dividends were paid with respect to BNB;
(ii) there were no Fund expenses; and (iii) borrowing/lending rates (to obtain
leveraged exposure for the Fund) of 0%. If Fund expenses and/or actual
borrowing/lending rates were reflected, the estimated returns would be worse
than those shown.
As
shown below, the Fund would be expected to lose 6.1% if BNB provided no return
over a one-year period during which BNB experienced annualized volatility of
25%. If BNB’s annualized volatility were to rise to 75%, the hypothetical loss
for a one-year period widens to approximately 43% for the Fund. At higher ranges
of volatility, there is a chance of a significant loss of value even if the
price of BNB is flat. For instance, if the price of BNB’s annualized volatility
is 100%, it is likely that the Fund would lose 63.2% of its value, even if BNB’s
cumulative return for the year was only 0%. The volatility of instruments that
reflect the value of BNB, such as swaps, may differ from the volatility of
BNB.
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| One
Year Price Performance |
Two
Times (2x) One Year Price Performance |
Volatility
Rate |
| Return |
Return |
10% |
25% |
50% |
75% |
100% |
| -60% |
-120% |
-84.2% |
-85.0% |
-87.5% |
-90.9% |
-94.1% |
| -50% |
-100% |
-75.2% |
-76.5% |
-80.5% |
-85.8% |
-90.8% |
| -40% |
-80% |
-64.4% |
-66.2% |
-72.0% |
-79.5% |
-86.8% |
| -30% |
-60% |
-51.5% |
-54.0% |
-61.8% |
-72.1% |
-82.0% |
| -20% |
-40% |
-36.6% |
-39.9% |
-50.2% |
-63.5% |
-76.5% |
| -10% |
-20% |
-19.8% |
-23.9% |
-36.9% |
-53.8% |
-70.2% |
| 0% |
0% |
-1.0% |
-6.1% |
-22.1% |
-43.0% |
-63.2% |
| 10% |
20% |
19.8% |
13.7% |
-5.8% |
-31.1% |
-55.5% |
| 20% |
40% |
42.6% |
35.3% |
12.1% |
-18.0% |
-47.0% |
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| One
Year Price Performance |
Two
Times (2x) One Year Price Performance |
Volatility
Rate |
| Return |
Return |
10% |
25% |
50% |
75% |
100% |
| 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.
•ETF
Risks. The
Fund is an ETF and, as a result of its structure, is exposed to the following
risks:
◦Authorized
Participants, Market Makers, and Liquidity Providers Concentration Risk.
The
Fund has a limited number of financial institutions that may act as APs. In
addition, there may be a limited number of market makers and/or liquidity
providers in the marketplace. Shares may trade at a material discount to NAV and
possibly face delisting if either: (i) APs exit the business or otherwise become
unable to process creation and/or redemption orders and no other APs step
forward to perform these services, or (ii) market makers and/or liquidity
providers exit the business or significantly reduce their business activities
and no other entities step forward to perform their functions.
◦Costs
of Buying or Selling Shares Risk. Investors
buying or selling Shares in the secondary market will pay brokerage commissions
or other charges imposed by brokers, as determined by that broker. Brokerage
commissions are often a fixed amount and may be a significant proportional cost
for investors seeking to buy or sell relatively small amounts of Shares. In
addition, secondary market investors also will incur the cost of the difference
between the price at which an investor is willing to buy Shares (the “bid”
price) and the price at which an investor is willing to sell Shares (the “ask”
price). This difference in bid and ask prices is often referred to as the
“spread” or “bid/ask spread.” The bid/ask spread varies over time for Shares
based on trading volume and market liquidity and is generally lower if Shares
have more trading volume and market liquidity and higher if Shares have little
trading volume and market liquidity. Further, a relatively small investor base
in the Fund, asset swings in the Fund, and/or increased market volatility may
cause increased bid/ask spreads. Due to the costs of buying or selling Shares,
including bid/ask spreads, frequent trading of Shares may significantly reduce
investment results and an investment in Shares may not be advisable for
investors who anticipate regularly making small investments.
◦Shares
May Trade at Prices Other Than NAV Risk. As
with all ETFs, Shares may be bought and sold in the secondary market at market
prices. Although it is expected that the market price of Shares will approximate
the Fund’s NAV, there may be times when the market price of Shares is more than
the NAV intra-day (premium) or less than the NAV intra-day (discount) due to
supply and demand of Shares or during periods of market volatility. This risk is
heightened in times of market volatility or periods of steep market declines and
periods when there is limited trading activity for Shares in the secondary
market, in which case such premiums or discounts may be significant. The market
price of Shares during the trading day, like the price of any exchange-traded
security, includes a “bid/ask” spread charged by the exchange specialist, market
makers or other participants that trade Shares. In times of severe market
disruption, the bid/ask spread can increase significantly. At those times,
Shares are most likely to be traded at a discount to NAV, and the discount is
likely to be greatest when the price of Shares is falling fastest, which may be
the time that you most want to sell your Shares. The Adviser believes that,
under normal market conditions, large market price discounts or premiums to NAV
will not be sustained because of arbitrage opportunities. Because securities
held by the Fund may trade on foreign exchanges that are closed when the Fund’s
primary listing exchange is open, the Fund is likely to experience premiums or
discounts greater than those of ETFs that invest in and hold only securities and
other investments that are listed and trade in the U.S.
◦Trading
Risk. Although
Shares are listed for trading on the Exchange and may be listed or traded on
U.S. and non-U.S. stock exchanges other than the Exchange, there can be no
assurance that an active trading market for such Shares will develop or be
maintained. Trading in Shares may be halted due to market conditions or for
reasons that, in the view of the Exchange, make trading in Shares inadvisable.
In addition, trading in Shares on the Exchange is subject to trading halts
caused by extraordinary market volatility pursuant to Exchange “circuit breaker”
rules, which temporarily halt trading on the Exchange when a decline in the
S&P 500® Index during a single day reaches certain thresholds (e.g., 7%,
13%, and 20%). Additional rules applicable to the Exchange may halt trading in
Shares when extraordinary volatility causes sudden, significant swings in the
market price of Shares. There can be no assurance that Shares will trade with
any volume, or at all, on any stock exchange. In stressed market conditions, the
liquidity of Shares may begin to mirror the liquidity of the Fund’s underlying
portfolio holdings, which can be significantly less liquid than Shares.
•High
Portfolio Turnover Risk. The
Fund, through the Subsidiary, may frequently buy and sell investments. Higher
portfolio turnover may result in the Fund paying higher levels of transaction
costs and generating greater tax liabilities for shareholders. Portfolio
turnover risk may cause the Fund’s performance to be less than you
expect.
•Intra-Day
Investment Risk. The
Fund seeks daily investment results, which should not be equated with seeking an
investment objective for shorter than a day. Thus, an investor who purchases
Fund shares after close of the markets on one trading day and before the close
of the markets on the next trading day will likely have more, or less, than the
Fund’s stated multiple of investment exposure to BNB, depending upon the
movement of BNB from the end of one trading day until the time of purchase. If
BNB moves in a direction favorable to the Fund, the investor will receive less
than the Fund’s stated multiple of exposure to BNB. Conversely, if BNB moves in
a direction adverse to the Fund, the investor will receive exposure to BNB
greater than the Fund’s stated investment exposure multiple. Thus, an investor
that purchases shares intra-day may experience performance that is greater than,
or less than, the Fund’s stated multiple of BNB.
If
there is a significant intra-day market event and/or the price of BNB
experiences a significant change that is adverse to the Fund, the Fund may not
meet its investment objective or rebalance its portfolio appropriately.
Additionally, the Fund may close to purchases and sales of Shares prior to the
close of regular trading on the Exchange and incur significant
losses.
•Leverage
Risk. The
Fund seeks to achieve and maintain the exposure to the price of BNB by using
leverage. Therefore, the Fund is subject to leverage risk. When the Fund
purchases or sells an instrument or enters into a transaction without investing
an amount equal to the full economic exposure of the instrument or transaction,
it creates leverage, which can result in the Fund losing more than it originally
invested. As a result, these investments may magnify losses to the Fund, and
even a small market movement may result in significant losses to the Fund.
Leverage may also cause the Fund to be more volatile because it may exaggerate
the effect of any increase or decrease in the value of the Fund’s portfolio
securities. Swaps and futures trading involves a degree of leverage and as a
result, a relatively small price movement in the Reference Asset may result in
immediate and substantial losses to the Fund.
•Liquidity
Risk. Liquidity
risk exists when particular investments are difficult to purchase or sell. To
the extent the Fund invests in illiquid investments or investments that become
less liquid, such investments may have a negative effect on the returns of the
Fund, because the Fund may be unable to sell the illiquid investments at an
advantageous time or price. To the extent that the Fund’s principal investment
strategies involve investing in securities with substantial market and/or credit
risk, the Fund will tend to have the greatest exposure to liquidity risk. Liquid
investments may become illiquid after purchase by the Fund, particularly during
periods of market turmoil. Illiquid investments may be harder to value,
especially in changing markets, and if the Fund is forced to sell these
investments to meet redemption requests or for other cash needs, the Fund may
suffer a loss. There can be no assurance that an investment that is deemed to be
liquid when purchased will continue to be liquid for as long as it is held by
the Fund.
•Market
Risk. Market
risks, including political, regulatory, market, and economic or other
developments, and developments that impact specific economic sectors,
industries, or segments of the market, can affect the value of the Fund’s
Shares. The Fund is subject to the risk that the prices of, and the income
generated by, securities held by the Fund may decline significantly and/or
rapidly in response to adverse conditions or other developments, such as
interest rate fluctuations and events directly involving specific issuers that
may cause broad changes in market value, public perceptions concerning these
developments, and adverse investor sentiment. Such events may cause the value of
securities owned by the Fund to go up or down, sometimes rapidly or
unpredictably. There also is a risk that policy and legislative changes by the
U.S. Government and/or Federal Reserve, or certain foreign governments and
central banks, could cause increased volatility in financial markets and higher
levels of Fund redemptions, which could have a negative impact on the Fund.
These events may lead to periods of volatility and increased redemptions, which
could cause the Fund to experience a loss when selling securities to meet
redemption requests by shareholders. The risk of loss increases if the
redemption requests are unusually large or frequent. Markets also tend to move
in cycles, with periods of rising and falling prices. If there is a general
decline in the securities and other markets, your investment in the Fund may
lose value, regardless of the individual results of the securities and other
instruments in which the Fund invests.
Local,
regional, or global events, such as war, acts of terrorism, natural disasters,
public health issues, recessions, or other events could have a significant
impact on the market generally and on specific securities. The COVID-19
pandemic, Russia’s invasion of Ukraine, the Israel-Hamas conflict, and higher
inflation have resulted in extreme volatility in the financial markets, economic
downturns around the world, and severe losses, particularly to some sectors of
the economy and individual issuers, and reduced liquidity of certain
instruments. These events have caused significant disruptions to business
operations, strained healthcare systems, disruptions to supply chains, large
expansion of government deficits and debt as a result of government actions to
mitigate the effects of such events, and widespread uncertainty regarding the
long-term effects of such events. These or similar events could be prolonged and
could adversely affect the value and liquidity of the Fund’s investments, impair
the Fund’s ability to satisfy redemption requests, and negatively impact the
Fund’s performance. Furthermore, economies and financial markets throughout the
world are becoming increasingly interconnected. As a result, whether or not the
Fund invests in securities of issuers located in or with significant exposure to
countries experiencing economic and financial difficulties, the value and
liquidity of the Fund’s investments may be negatively affected.
•New
Fund Risk. The
Fund is a recently organized investment company with no operating history. As a
result, prospective investors have no track record or history on which to base
their investment decision. Moreover, investors will not be able to evaluate the
Fund against one or more comparable funds on the basis of relative performance
until the Fund has established a track record.
•Non-Diversification
Risk. Because
the Fund is “non-diversified,” it may invest a greater percentage of its assets
in the securities of a single issuer or a lesser number of issuers than if it
was a diversified fund. As a result, the Fund may be more exposed to the risks
associated with and developments affecting an individual issuer or a lesser
number of issuers than a fund that invests more widely. This may increase the
Fund’s volatility and cause the performance of a relatively small number of
issuers to have a greater impact on the Fund’s performance.
•Reverse
Repurchase Agreement Risk. A
reverse repurchase agreement is the sale by the Fund of a debt obligation to a
party for a specified price, with the simultaneous agreement by the Fund to
repurchase that debt obligation from that party on a future date at an
agreed-upon price. Similar to borrowing, reverse repurchase agreements provide
the Fund with cash for investment purposes, which creates leverage and subjects
the Fund to the risks of leverage. Reverse repurchase agreements also involve
the risk that the other party may fail to return the securities in a timely
manner or at all. The Fund could lose money if it is unable to recover the
securities and the value of collateral held by the Fund, including the value of
the investments made with cash collateral, is less than the value of securities.
Reverse repurchase agreements also create Fund expenses and require that the
Fund have sufficient cash available to purchase the debt obligations when
required. Reverse repurchase agreements also involve the risk that the market
value of the debt obligation that is the subject of the reverse repurchase
agreement could decline significantly below the price at which the Fund is
obligated to repurchase the security.
•Spot
BNB ETP Risks. In
addition to the risks associated with crypto-assets noted above, Spot BNB ETPs
are subject to additional risks:
◦ETP
Risk. The
Fund may invest in Spot BNB ETPs or use them as Reference Assets for
crypto-related investments. ETP shares trade like ETFs on a securities exchange.
The price of a Spot BNB ETP is derived from and based upon the value of spot BNB
and cash held by the Spot BNB ETP. However, shares of Spot BNB ETPs are not
traded at net asset value but may trade at prices above or below the value of
their underlying portfolios. The level of risk involved in the purchase or sale
of a Spot BNB ETP is similar to the risk involved in the purchase or sale of an
exchange-traded fund, except that the pricing mechanism for a Spot BNB ETP is
based on a basket of BNB and cash. Thus, the risks of owning a Spot BNB ETP
generally reflect the risks of owning BNB and cash that the Spot BNB ETP holds.
Certain Spot BNB ETPs, such as the [ ], have a limited history of operations.
Because certain Spot BNB ETPs are relatively new products, their shares may have
a lack of liquidity, which could result in the market price of the Spot BNB ETP
shares being more volatile than the underlying portfolio of BNB and cash.
Disruptions in the markets for BNB could result in losses on investments in Spot
BNB ETPs. In addition, an actual trading market may not develop for Spot BNB ETP
shares, and the listing exchange may halt trading of a Spot BNB ETP’s shares.
Spot BNB ETPs are subject to management fees and other fees that may increase
their costs versus the costs of owning BNB directly. The Fund will indirectly
bear its proportionate share of management fees and other expenses that are
charged by the Spot BNB ETP in addition to the management fees and other
expenses paid by the Fund. The Fund will pay brokerage commissions in connection
with the purchase and sale of shares of Spot BNB ETPs.
If
the process of creation and redemption of baskets for the Spot BNB ETPs
encounters any unanticipated difficulties, the possibility for arbitrage
transactions by APs intended to keep the price of the shares closely linked to
the price of BNB may not exist, and, as a result, the price of the shares may
fall or otherwise diverge from net asset value. The liquidity of the shares may
also be affected by the withdrawal from participation of APs. Security threats
to the Spot BNB ETP account at the custodian could result in the halting of the
Spot BNB ETP’s operations and a loss of the Spot BNB ETP’s assets or damage to
the reputation of the Spot BNB ETP, each of which could result in a reduction in
the value of the Fund’s Shares. The price used to calculate the value of the
Spot BNB ETP’s BNB may be volatile, adversely affecting the value of the Shares.
If the Spot BNB ETP’s custodian agreement is terminated or its custodian fails
to provide services as required, the Spot BNB ETP may need to find and appoint a
replacement custodian, which could pose a challenge to the safekeeping of the
Spot BNB ETP’s BNB, and the Spot BNB ETP’s ability to continue to operate may be
adversely affected. Loss of a critical banking relationship for, or the failure
of a bank used by, the Spot BNB ETP’s prime execution agent could adversely
impact the Spot BNB ETP’s ability to create or redeem baskets, or could cause
losses to the Spot BNB ETPs. A Spot BNB ETP may suspend the issuance of shares
at any time, which will impact the price of shares of a Spot BNB ETP, resulting
in significant difference (premium/discount) between the Spot BNB ETP’s market
price and its net asset value. Additionally, the Fund may be unable to transact
in the shares of the Spot BNB ETP at an acceptable price and, therefore, the
Fund may be unable to achieve its investment objective.
◦Exposure
Concentration Risk. It
is currently expected that the Fund will derive a significant amount of its
exposure to the price performance of BNB as a result of investing directly in
Spot BNB ETPs or swap agreements or options that reference Spot BNB ETPs. As a
result, the Fund’s performance will be highly dependent on the performance of
the Spot BNB ETPs. If shares of the Spot BNB ETPs were to be delisted or lose
their entire value, Fund Shares would also be expected to suffer a loss of
value. The Fund’s strategy makes the Fund extremely susceptible to
issuer-specific events relating to the Spot BNB
ETPs
that may not necessarily affect the BNB market more broadly. This inherently
makes an investment in the Fund riskier than an investment in a fund that
provides more diversified exposure. Neither the Fund nor the Adviser have
conducted due diligence upon the Spot BNB ETPs and make no representations or
warranties whatsoever regarding the Spot BNB ETPs’ ability to acquire, dispose
of, or maintain proper custody of BNB. In the event that there is an issue
regarding the Spot BNB ETPs’ ability to acquire, dispose of, or maintain proper
custody of BNB, the Fund’s returns will be negatively impacted.
◦Foreign
Securities Risk. The
Spot BNB ETPs that are used as Reference Assets for the Fund’s crypto-related
investments, or in which the Fund may invest directly, may be domiciled in
foreign countries and listed on foreign exchanges. ETPs domiciled in Europe may
be less liquid than U.S. ETPs and their trading activity may be fractured as a
result of listing on multiple exchanges. A European ETP may also trade in
multiple currencies. Changes in currency exchange rates affect the value of
investments denominated in a foreign currency, and therefore the value of such
investments in the Fund’s portfolio. The Fund’s net asset value could decline if
a currency to which the Fund has exposure depreciates against the U.S. dollar or
if there are delays or limits on repatriation of such currency. Currency
exchange rates can be very volatile and can change quickly and unpredictably. As
a result, the value of an investment in the Fund may change quickly and without
warning.
Investments
in non-U.S. securities involve certain risks that may not be present with
investments in U.S. securities. These include risks of adverse changes in
foreign economic, political, regulatory and other conditions, or changes in
currency exchange rates or exchange control regulations (including limitations
on currency movements and exchanges). The securities of some foreign companies
may be less liquid and, at times, more volatile than securities of comparable
U.S. companies. There may be less information publicly available about a
non-U.S. issuer than a U.S. issuer. Non-U.S. issuers may be subject to different
accounting, auditing, financial reporting and investor protection standards than
U.S. issuers. Investments in non-U.S. securities may be subject to withholding
or other taxes and may be subject to additional trading, settlement, custodial,
and operational risks. With respect to certain countries, there is the
possibility of government intervention and expropriation or nationalization of
assets. Because legal systems differ, there also is the possibility that it will
be difficult to obtain or enforce legal judgments in certain countries. Since
foreign exchanges may be open on days when the Fund does not price its shares,
the value of the securities in the Fund’s portfolio may change on days when
shareholders will not be able to purchase or sell the Fund’s shares. Conversely,
Shares may trade on days when foreign exchanges are closed. Each of these
factors can make investments in the Fund more volatile and potentially less
liquid than other types of investments.
•Subsidiary
Investment Risk.
By investing in the Subsidiary, the Fund is indirectly exposed to the risks
associated with the Subsidiary’s investments. The derivatives and other
investments held by the Subsidiary are generally similar to those that are
permitted to be held by the Fund and are subject to the same risks that apply to
similar investments if held directly by the Fund. The Subsidiary is not
registered under the 1940 Act, and, unless otherwise noted in this Prospectus,
is not subject to all the investor protections of the 1940 Act. Changes in the
laws of the United States and/or the Cayman Islands could result in the
inability of the Fund and/or the Subsidiary to continue to operate as it does
currently and could adversely affect the Fund. For example, the Cayman Islands
does not currently impose any income, corporate, or capital gains tax or
withholding tax on the Subsidiary. If Cayman Islands law changes such that a
Subsidiary must pay Cayman Islands taxes, the Fund shareholders would likely
suffer decreased investment returns.
•Tax
Risk. The
Fund may gain most of its exposure to BNB through its investment in the
Subsidiary, which invests directly in crypto-related investments, including
swaps, futures contracts and reverse repurchase agreements. In order for the
Fund to qualify as a RIC under Subchapter M of the Code, such Fund must, among
other requirements, derive at least 90% of its gross income for each taxable
year from sources generating “qualifying income” for purposes of the “qualifying
income test,” which is described in more detail in the section titled “Federal
Income Taxes” in the SAI. The Fund’s investment in the Subsidiary is expected to
provide the Fund with exposure to crypto-related investments within the
limitations of the federal tax requirements of Subchapter M of the Code for
qualification as a RIC. The “Subpart F” income (defined in Section 951 of the
Code to include passive income) of the Fund attributable to its investment in
its respective Subsidiary is “qualifying income” to the Fund to the extent that
such income is derived with respect to the Fund’s business of investing in
stock, securities, or currencies. The Fund expects its “Subpart F” income
attributable to its investment in the Subsidiary to be derived with respect to
the Fund’s business of investing in stock, securities, or currencies and
accordingly expects its “Subpart F” income attributable to its investment in its
Subsidiary to be treated as “qualifying income.” The Fund generally will be
required to include in its own taxable income and the “Subpart F” income of the
Subsidiary for a tax year, regardless of whether the Fund receives a
distribution of the Subsidiary’s income in that tax year, and this income would
nevertheless be subject to the distribution requirement for qualification as a
RIC and would be taken into account for purposes of the 4% excise tax. The
Adviser will carefully monitor the Fund’s investments in the Subsidiary to
ensure that no more than 25% of the Fund’s assets are invested in the Subsidiary
to comply with the Asset Diversification Test as described in more detail in the
SAI.
To
the extent the Fund invests in crypto-related investments directly, the Fund
will seek to restrict its income from such instruments that do not generate
qualifying income to a maximum of 10% of its gross income (when combined with
its other investments that produce non-qualifying income) to comply with the
qualifying income test necessary for the Fund to qualify as a RIC under
Subchapter M of the Code. However, the Fund may generate more non-qualifying
income than anticipated, may not be
able
to generate qualifying income in a particular taxable year at levels sufficient
to meet the qualifying income test, or may not be able to accurately predict the
non-qualifying income from these investments.
The
extent to which the Fund directly or indirectly invests in crypto-related
investments may be limited by the qualifying income and Asset Diversification
Tests, which the Fund must continue to satisfy to maintain its status as a
RIC.
If
the Fund does not qualify as a RIC for any taxable year and certain relief
provisions are not available, the Fund’s taxable income would be subject to tax
at the Fund level and to a further tax at the shareholder level when such income
is distributed. In such event, in order to re-qualify for taxation as a RIC, the
Fund might be required to recognize unrealized gains, pay substantial taxes and
interest and make certain distributions. This would cause investors to incur
higher tax liabilities than they otherwise would have incurred and would have a
negative impact on Fund returns. In such event, the Board may determine to
reorganize or close the Fund or materially change the Fund’s investment
objective and strategies. In the event that the Fund fails to qualify as a RIC,
the Fund will promptly notify shareholders of the implications of that
failure.
•Valuation
Risk. The
Fund or the Subsidiary may hold securities or other assets that may be valued on
the basis of factors other than market quotations. This may occur because the
asset or security does not trade on a centralized exchange, or in times of
market turmoil or reduced liquidity. There are multiple methods that can be used
to value a portfolio holding when market quotations are not readily available.
The value established for any portfolio holding at a point in time might differ
from what would be produced using a different methodology or if it had been
priced using market quotations. Portfolio holdings that are valued using
techniques other than market quotations, including “fair valued” assets or
securities, may be subject to greater fluctuation in their valuations from one
day to the next than if market quotations were used.
In
addition, there is no assurance that the Fund or the Subsidiary could sell or
close out a portfolio position for the value established for it at any time, and
it is possible that the Fund or the Subsidiary would incur a loss because a
portfolio position is sold or closed out at a discount to the valuation
established by the Fund or Subsidiary at that time. The Adviser’s ability to
value investments may be impacted by technological issues or errors by pricing
services or other third-party service providers.
•Volatility
Risk. The
value of certain of the Fund’s investments, including crypto-related
investments, is subject to market risk. Market risk is the risk that the value
of the investments to which the Fund is exposed will fall, which could occur due
to general market or economic conditions or other factors.
•Whipsaw
Markets Risk. The
Fund may be subject to the forces of “whipsaw” markets (as opposed to choppy or
stable markets), in which significant price movements develop but then
repeatedly reverse. “Whipsaw” describes a situation where a security’s price is
moving in one direction but then quickly pivots to move in the opposite
direction. There are two types of whipsaw patterns. The first involves an upward
movement in a price, which is then followed by a drastic downward move causing
the price to fall relative to its original position. The second type occurs when
a share price drops in value for a short time and then suddenly surges upward to
a positive gain relative to the original position. Such market conditions could
cause substantial losses to the Fund.
PORTFOLIO
HOLDINGS INFORMATION
Information
about the Fund’s daily portfolio holdings is available at www.teucrium.com. A
complete description of the Fund’s policies and procedures with respect to the
disclosure of the Fund’s portfolio holdings is available in the Fund’s Statement
of Additional Information (the “SAI”).
MANAGEMENT
Investment
Adviser
Teucrium
Investment Advisors, LLC, located at Three Main Street, Suite 215, Burlington,
Vermont 05401, serves as the investment adviser for the Fund. The Adviser,
subject to the general supervision and oversight of the Board, provides an
investment management program for the Fund and manages the day-to-day investment
of the Fund’s assets. The Adviser also arranges for transfer agency, custody,
fund administration, distribution and all other services necessary for the Fund
to operate. The Adviser is an SEC-registered investment adviser wholly owned by
Teucrium Trading, LLC.
The
Adviser continuously reviews, supervises, and administers the Fund’s investment
program. The Board supervises the Adviser and establishes policies that the
Adviser must follow in its day-to-day management activities. For the services it
provides to the Fund, the Adviser is entitled to a unified management fee, which
is calculated daily and paid monthly, at an annual rate based on the Fund’s
average daily net assets of [...]%.
Pursuant
to an investment advisory agreement between the Trust, on behalf of the Fund,
and the Adviser (the “Advisory Agreement”), the Adviser has agreed to pay all
expenses of the Funds except the fee payable to the Adviser under the Advisory
Agreement, interest charges on any borrowings, dividends and other expenses on
securities sold short, taxes, brokerage commissions and other expenses incurred
in placing orders for the purchase and sale of securities and other investment
instruments, acquired fund fees and expenses, accrued deferred tax liability,
extraordinary expenses, and distribution fees and expenses paid by the Trust
under any distribution plan adopted pursuant to Rule 12b-1 under the 1940 Act.
A
discussion of the basis for the Board’s approval of the Fund’s Advisory
Agreement will be available in the Fund’s first Form N-CSR filing with the
SEC.
Fund
Sponsor
The
Adviser has entered into a fund sponsorship agreement with WallStreetX ETFs,
Inc. DBA xETFs (“xETFs”), pursuant to which xETFs is the sponsor of the Fund
(“Fund Sponsor”). Under this arrangement, the Fund Sponsor has agreed to provide
financial support to the Fund (as described below) and, in turn, the Adviser has
agreed to share with the Fund Sponsor a portion of profits, if any, generated by
the Fund’s Advisory Fee (also as described below). Every month, the Advisory
Fee, which is a unitary management fee, is calculated and paid to the
Adviser.
If
the amount of the unitary management fee exceeds the Fund’s operating expenses
and the Adviser-retained amount, the Adviser pays the net total to the Fund
Sponsor. The amount paid to the Fund Sponsor represents any remaining profits
from the Fund’s Advisory Fee.
If
the amount of the unitary management fee is less than the Fund’s operating
expenses and the Adviser-retained amount, Fund Sponsor is obligated to reimburse
the Adviser for the shortfall.
The
Adviser-retained amount represents an agreed upon fee arrangement between the
Adviser and Fund Sponsor. This arrangement calls for the Fund Sponsor to pay the
Adviser a fee and reimburse the Adviser for certain Fund operating expenses it
paid pursuant to the Advisory Agreement.
Management
of the Subsidiary
The
Adviser also serves as the investment adviser and has overall responsibility for
the general management and administration of the Fund’s Subsidiary, pursuant to
an investment advisory agreement between the Adviser and the Subsidiary. Under
the agreement, the Adviser provides the Subsidiary with the same type of
management, under essentially the same terms, as it provides the Funds,
including that the Adviser has agreed to pay all expenses of the Subsidiary
except for the management fee paid to the Adviser pursuant to its investment
management agreement with the Subsidiary, interest charges on any borrowings,
taxes, brokerage commissions and other expenses incurred in placing orders for
the purchase and sale of securities and other investment instruments, acquired
fund fees and expenses, accrued deferred tax liability, and extraordinary
expenses. The Adviser also serves as the investment adviser to the Fund’s
Subsidiary, pursuant to an investment advisory agreement between the Subsidiary
and the Adviser. The Subsidiary has also entered into separate contracts for the
provision of custody, transfer agency, and accounting services with the same
service providers that provide those services to the Fund.
Manager
of Managers Structure
The
Funds and the Adviser intend to apply for exemptive relief from the SEC
permitting the Adviser (subject to certain conditions and the approval of the
Board) to hire one or more sub-advisers for a Fund’s portfolio and to change any
such sub-advisers without obtaining shareholder approval (“Manager of Managers
Structure”). The relief would also permit the Adviser to materially amend the
terms of agreements with a sub-adviser (including an increase in the fee paid by
the Adviser to the sub-adviser (and not paid by a Fund)) or to continue the
employment of a sub-adviser after an event that would otherwise cause the
automatic termination of services with Board approval, but without shareholder
approval. Shareholders will be notified of any sub-adviser changes. Unless and
until such exemptive relief is granted, shareholder approval will be required
for the addition or change of a sub-adviser and changes in a sub-adviser
agreement. Each Fund may also rely on any other current or future laws, rules or
regulatory guidance from the SEC staff applicable to the Manager-of-Managers
Structure.
Portfolio
Managers
The
individuals identified below are jointly and primarily responsible for the
day-to-day management of the Fund’s portfolio.
Springer
Harris joined Teucrium Trading, LLC, the parent company of the Adviser, in April
2011. He has primary responsibilities for the Trade Operations for the Teucrium
Funds. Prior to joining the firm, Mr. Harris was an Account Executive with
Emergent Social Media Team at Weber Shandwick, a global public relations firm.
He graduated cum laude with a B.A. in Business Management.
Spencer
Kristiansen joined Teucrium Trading, LLC in July of 2022. He has
responsibilities for Trade Operations and analysis for the Teucrium Funds. Prior
to joining the firm, Mr. Kristiansen was an Investment Counselor for Fisher
Investments from December 2021 until July 2022 and a Portfolio Advisor for Bank
of America Merrill Lynch from January 2019 until September 2021. He graduated
summa cum laude from Champlain College with a B.S. in Finance in
2018.
Joran
Haugens joined Teucrium Trading, LLC in December of 2022. He has
responsibilities for trade operations and execution for the Teucrium Funds.
Prior to joining the firm, he worked as an account executive at ED&F Man
Capital with a focus on agricultural commodities providing support, information,
research, account management and execution for a wide range of customers. Mr.
Haugens has more than 20 years of experience in execution and is Series 3
certified.
Christopher
Small joined Teucrium Trading, LLC in April of 2025. He is responsible for the
execution and implementation of Teucrium’s growing suite of ETF’s and
contributes to the development of new products in Teucrium’s multi-asset
white-label
platform.
Prior to joining the firm, he worked as the Director of Trading at Boston-based
asset manager Windham Capital from March 2015 until December 2024. Mr. Small
graduated from Middlebury College in Vermont and studied economics, premedical
coursework, and political science.
The
SAI provides additional information about the Portfolio Managers’ compensation
structure, other accounts managed by the Portfolio Managers and the Portfolio
Managers’ ownership of Shares.
Other
Service Providers
PINE
Distributors LLC, (the “Distributor”), located at 501 South Cherry Street, Suite
610, Denver, Colorado 80246, serves as distributor and principal underwriter to
the Fund. The Distributor will not distribute Shares in less than whole Creation
Units, and it does not maintain a secondary market in the Shares. The
Distributor is a broker-dealer registered under the Securities Exchange Act of
1934 and a member of the Financial Industry Regulatory Authority, Inc.
(“FINRA”). The Distributor has no role in determining the policies of the Fund
or the securities that are purchased or sold by the Fund and is not affiliated
with the Adviser or any of its affiliates.
U.S.
Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services,
located at 615 East Michigan Street, Milwaukee, Wisconsin 53202, serves as the
administrator and transfer agent for the Fund.
U.S.
Bank National Association, located at 1555 North Rivercenter Drive, Suite 302,
Milwaukee, Wisconsin 53212, serves as the custodian for the Fund.
Morgan,
Lewis & Bockius LLP, located at 1111 Pennsylvania Avenue, N.W., Washington,
D.C. 20004, serves as legal counsel to the Trust.
[
], located at [ ], serves as the Fund’s independent registered public accounting
firm. The independent registered public accounting firm is responsible for
auditing the annual financial statements of the Fund.
HOW
TO BUY AND SELL SHARES
The
Fund issues and redeems Shares only in Creation Units at the NAV per share next
determined after receipt of an order from an AP. Only APs may acquire Shares
directly from the Fund, and only APs may tender their Shares for redemption
directly to the Fund, at NAV. APs must be a member or participant of a clearing
agency registered with the SEC and must execute a Participant Agreement that has
been agreed to by the Distributor, and that has been accepted by the Fund’s
transfer agent, with respect to purchases and redemptions of Creation Units.
Once created, Shares trade in the secondary market in quantities less than a
Creation Unit.
Most
investors buy and sell Shares in secondary market transactions through brokers.
Individual Shares are listed for trading on the secondary market on the Exchange
and can be bought and sold throughout the trading day like other publicly traded
securities.
When
buying or selling Shares through a broker, you will incur customary brokerage
commissions and charges, and you may pay some or all of the spread between the
bid and the offer price in the secondary market on each leg of a round trip
(purchase and sale) transaction. In addition, because secondary market
transactions occur at market prices, you may pay more than NAV when you buy
Shares and receive less than NAV when you sell those Shares.
Certain
affiliates of the Fund and the Adviser may purchase and resell fund shares
pursuant to this Prospectus.
Book
Entry
Shares
are held in book-entry form, which means that no stock certificates are issued.
The Depository Trust Company (the “DTC”) or its nominee is the record owner of
all outstanding Shares.
Investors
owning Shares are beneficial owners as shown on the records of DTC or its
participants. DTC serves as the securities depository for all Shares. DTC’s
participants include securities brokers and dealers, banks, trust companies,
clearing corporations and other institutions that directly or indirectly
maintain a custodial relationship with DTC. As a beneficial owner of Shares, you
are not entitled to receive physical delivery of stock certificates or to have
Shares registered in your name, and you are not considered a registered owner of
Shares. Therefore, to exercise any right as an owner of Shares, you must rely
upon the procedures of DTC and its participants. These procedures are the same
as those that apply to any other securities that you hold in book entry or
“street name” through your brokerage account.
Frequent
Purchases and Redemptions of Shares
The
Fund imposes no restrictions on the frequency of purchases and redemptions of
Shares. In determining not to approve a written, established policy, the Board
evaluated the risks of market timing activities by Fund shareholders. Purchases
and redemptions by APs, who are the only parties that may purchase or redeem
Shares directly from the Fund, are an essential part of the ETF process and help
keep Share trading prices in line with NAV. As such, the Fund accommodates
frequent purchases and redemptions by APs. However, frequent purchases and
redemptions for cash may increase tracking error and portfolio transaction costs
and lead to the realization of capital gains. The Fund’s fair valuation of its
holdings consistent with the 1940 Act and Rule 2a-5 thereunder and its ability
to impose
transaction
fees on purchases and redemptions of Creation Units to cover the custodial and
other costs incurred by the Fund in effecting trades help to minimize the
potential adverse consequences of frequent purchases and redemptions.
Determination
of Net Asset Value
The
Fund’s NAV is calculated as of the scheduled close of regular trading on the New
York Stock Exchange (the “NYSE”), generally 4:00 p.m. Eastern Time, each day the
NYSE is open for business. The NAV is calculated by dividing the Fund’s net
assets by its Shares outstanding.
In
calculating its NAV, the Fund generally values its 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. In particular, the Fund
generally values equity securities traded on any recognized U.S. or non-U.S.
exchange at the last sale price or official closing price on the exchange or
system on which they are principally traded. Similarly, the Fund generally
values its swap agreement investments based on the reference assets’
(e.g.,
a Crypto ETP) closing price on its primary listing exchange. If such information
is not available for an investment held by the Fund or is determined to be
unreliable, the investment will be valued by the Adviser at fair value pursuant
to procedures established by the Adviser and approved by the Board (as described
below).
Fair
Value Pricing
The
Adviser has been designated by the Board as the valuation designee for the Fund
pursuant to Rule 2a-5 under the 1940 Act. In its capacity as valuation designee,
the Adviser has adopted procedures and methodologies to fair value Fund
investments whose market prices are not “readily available” or are deemed to be
unreliable. For example, such circumstances may arise when: (i) an investment
has been de-listed or has had its trading halted or suspended; (ii) an
investment’s primary pricing source is unable or unwilling to provide a price;
(iii) an investment’s primary trading market is closed during regular market
hours; or (iv) an investment’s value is materially affected by events occurring
after the close of the investment’s primary trading market. Generally, when fair
valuing an investment held by the Fund, the Adviser will take into account all
reasonably available information that may be relevant to a particular valuation
including, but not limited to, fundamental analytical data regarding the issuer,
information relating to the issuer’s business, recent trades or offers of the
investment, general and/or specific market conditions and the specific facts
giving rise to the need to fair value the investment. Fair value determinations
are made in good faith and in accordance with the fair value methodologies
established by the Adviser. Due to the subjective and variable nature of
determining the fair value of a security or other investment, there can be no
assurance that the Adviser’s determined fair value will match or closely
correlate to any market quotation that subsequently becomes available or the
price quoted or published by other sources. In addition, the Fund may not be
able to obtain the fair value assigned to an investment if the Fund were to sell
such investment at or near the time its fair value is determined.
Investments
by Registered Investment Companies
Section
12(d)(1) of the 1940 Act and the rules thereunder limit investments by
registered investment companies in the securities of other investment companies.
Registered investment companies are permitted to invest in the Fund beyond the
limits set forth in section 12(d)(1), subject to certain terms and conditions,
including that such investment companies enter into an agreement with the Fund.
Delivery
of Shareholder Documents – Householding
Householding
is an option available to certain investors of the Fund. Householding is a
method of delivery, based on the preference of the individual investor, in which
a single copy of certain shareholder documents can be delivered to investors who
share the same address, even if their accounts are registered under different
names. Householding for the Fund is available through certain broker-dealers. If
you are interested in enrolling in householding and receiving a single copy of
prospectuses and other shareholder documents, please contact your broker-dealer.
If you are currently enrolled in householding and wish to change your
householding status, please contact your broker-dealer.
DIVIDENDS,
DISTRIBUTIONS, AND TAXES
Dividends
and Distributions
The
Fund intends to pay out dividends, if any, in cash, and distribute any net
realized capital gains to its shareholders at least annually. The Fund will
declare and pay capital gain distributions, if any, in cash. Distributions in
cash may be reinvested automatically in additional whole Shares only if the
broker through whom you purchased Shares makes such option available. Your
broker is responsible for distributing the income and capital gain distributions
to you.
Taxes
The
following discussion is a summary of certain important U.S. federal income tax
considerations generally applicable to investments in the Fund. Your investment
in the Fund may have other tax implications. Please consult your tax advisor
about the tax consequences of an investment in Shares, including the possible
application of foreign, state, and local tax laws. This summary does not apply
to Shares held in an IRA or other tax-qualified plans, which are generally not
subject to current tax. Transactions relating to Shares held in such accounts
may, however, be taxable at some time in the future. This summary is based on
current tax laws, which may change.
The
Fund intends to qualify each year for treatment as a regulated investment
company (a “RIC”) within the meaning of Subchapter M of the Code. If it meets
certain minimum distribution requirements, a RIC is not subject to tax at the
fund level on income and gains from investments that are timely distributed to
shareholders. However, the Fund’s failure to qualify as a RIC or to meet minimum
distribution requirements would result (if certain relief provisions were not
available) in fund-level taxation and, consequently, a reduction in income
available for distribution to shareholders.
Unless
your investment in Shares is made through a tax-exempt entity or tax-advantaged
account, such as an IRA, you need to be aware of the possible tax consequences
when the Fund makes distributions, when you sell your Shares listed on the
Exchange, and when you purchase or redeem Creation Units (APs only).
Taxes
on Distributions
The
Fund intends to distribute, at least annually, substantially all of its net
investment income and net capital gains. For federal income tax purposes,
distributions of investment income are generally taxable as ordinary income or
qualified dividend income. Taxes on distributions of capital gains (if any) are
determined by how long the Fund owned the investments that generated them,
rather than how long a shareholder has owned his or her Shares. Sales of assets
held by the Fund for more than one year generally result in long-term capital
gains and losses, and sales of assets held by the Fund for one year or less
generally result in short-term capital gains and losses. Distributions of the
Fund’s net capital gain (the excess of net long-term capital gains over net
short-term capital losses) that are reported by the Fund as capital gain
dividends (“Capital Gain Dividends”) will be taxable as long-term capital gains,
which for non-corporate shareholders are subject to tax at reduced rates of up
to 20% (lower rates apply to individuals in lower tax brackets). Distributions
of short-term capital gain will generally be taxable as ordinary income.
Dividends and distributions are generally taxable to you whether you receive
them in cash or reinvest them in additional Shares.
Distributions
reported by the Fund as “qualified dividend income” are generally taxed to
non-corporate shareholders at rates applicable to long-term capital gains,
provided holding period and other requirements are met. “Qualified dividend
income” generally is income derived from dividends paid by U.S. corporations or
certain foreign corporations that are either incorporated in a U.S. possession
or eligible for tax benefits under certain U.S. income tax treaties. In
addition, dividends that the Fund receives in respect of stock of certain
foreign corporations may be qualified dividend income if that stock is readily
tradable on an established U.S. securities market. Corporate shareholders may be
entitled to a dividends received deduction for the portion of dividends they
receive from the Fund that are attributable to dividends received by the Fund
from U.S. corporations, subject to certain limitations. For such dividends to be
taxed as qualified dividend income to a non-corporate shareholder, the Fund must
satisfy certain holding period requirements with respect to the underlying stock
and the non-corporate shareholder must satisfy holding period requirements with
respect to his or her ownership of the Fund’s Shares. Holding periods may be
suspended for these purposes for stock that is hedged. The Fund’s investment
strategy will significantly limit its ability to distribute dividends eligible
to be treated as qualified dividend income or entitled to the dividends received
deduction.
Shortly
after the close of each calendar year, you will be informed of the amount and
character of any distributions received from the Fund.
In
general, your distributions are subject to federal income tax for the year in
which they are paid. Certain distributions paid in January, however, may be
treated as paid on December 31 of the prior year. Distributions are generally
taxable even if they are paid from income or gains earned by the Fund before
your investment (and thus were included in the Shares’ NAV when you purchased
your Shares).
You
should note that if you purchase shares just before a distribution, the purchase
price would reflect the amount of the upcoming distribution. In this case, you
would be taxed on the entire amount of the distribution received, even though,
as an economic matter, the distribution simply constitutes a return of your
investment. This is known as “buying a dividend” and should generally be avoided
by taxable investors.
If
you are neither a resident nor a citizen of the United States or if you are a
foreign entity, distributions (other than Capital Gain Dividends) paid to you by
the Fund will generally be subject to a U.S. withholding tax at the rate of 30%,
unless a lower treaty rate applies. Gains from the sale or other disposition of
your Shares from non-U.S. shareholders generally are not subject to U.S.
taxation, unless you are a nonresident alien individual who is physically
present in the U.S. for 183 days or more per year. The Fund may, under certain
circumstances, report all or a portion of a dividend as an “interest-related
dividend” or a “short-term capital gain dividend,” which would generally be
exempt from this 30% U.S. withholding tax, provided certain other requirements
are met. Different tax consequences may result if you are a foreign shareholder
engaged in a trade or business within the United States or if a tax treaty
applies.
The
Fund (or a financial intermediary, such as a broker, through which a shareholder
owns Shares) generally is required to withhold and remit to the U.S. Treasury a
percentage of the taxable distributions and sale proceeds paid to any
shareholder who fails to properly furnish a correct taxpayer identification
number, who has underreported dividend or interest income, or who fails to
certify that the shareholder is not subject to such withholding.
Taxes
When Shares are Sold on the Exchange
Provided
that a shareholder holds Shares as capital assets, any capital gain or loss
realized upon a sale or exchange of Shares generally is treated as a long-term
capital gain or loss if Shares have been held for more than one year and as a
short-term capital gain or loss if Shares have been held for one year or less.
However, any capital loss on a sale of Shares held for six months or less is
treated as long-term capital loss to the extent of Capital Gain Dividends paid
with respect to such Shares. Any loss realized on a sale will be disallowed to
the extent Shares are acquired, including through reinvestment of dividends,
within a 61-day period beginning 30 days before and ending 30 days after the
disposition of Shares. The ability to deduct capital losses may be
limited.
The
cost basis of Shares acquired by purchase will generally be based on the amount
paid for the Shares and then may be subsequently adjusted for other applicable
transactions as required by the Code. The difference between the selling price
and the cost basis of Shares generally determines the amount of the capital gain
or loss realized on the sale or exchange of Shares. Contact the broker through
whom you purchased your Shares to obtain information with respect to the
available cost basis reporting methods and elections for your account.
Taxes
on Purchases and Redemptions of Creation Units
An
AP having the U.S. dollar as its functional currency for U.S. federal income tax
purposes who exchanges securities for Creation Units generally recognizes a gain
or a loss. The gain or loss will be equal to the difference between the value of
the Creation Units at the time of the exchange and the exchanging AP’s aggregate
basis in the securities delivered, plus the amount of any cash paid for the
Creation Units. An AP who exchanges Creation Units for securities will generally
recognize a gain or loss equal to the difference between the exchanging AP’s
basis in the Creation Units and the aggregate U.S. dollar market value of the
securities received, plus any cash received for such Creation Units. The
Internal Revenue Service (“IRS”) may assert, however, that a loss that is
realized upon an exchange of securities for Creation Units may not be currently
deducted under the rules governing “wash sales” (for an AP who does not
mark-to-market its holdings) or on the basis that there has been no significant
change in economic position. APs exchanging securities should consult their own
tax advisor with respect to whether wash sale rules apply and when a loss might
be deductible.
The
Fund may include a payment of cash in addition to, or in place of, the delivery
of a basket of securities upon the redemption of Creation Units. The Fund may
sell portfolio securities to obtain the cash needed to distribute redemption
proceeds. This may cause the Fund to recognize investment income and/or capital
gains or losses that it might not have recognized if it had completely satisfied
the redemption in kind. As a result, the Fund may be less tax efficient if it
includes such a cash payment in the proceeds paid upon the redemption of
Creation Units.
Net
Investment Income Tax
U.S.
individuals with income exceeding specified thresholds are subject to a 3.8% tax
on all or a portion of their “net investment income,” which includes interest,
dividends, and certain capital gains (generally including capital gains
distributions and capital gains realized on the sale of Shares). This 3.8% tax
also applies to all or a portion of the undistributed net investment income of
certain shareholders that are estates and trusts.
Foreign
Investments by the Fund
The
Fund invests in foreign securities. Interest and other income received by the
Fund with respect to foreign securities may give rise to withholding and other
taxes imposed by foreign countries. Tax conventions between certain countries
and the United States may reduce or eliminate such taxes. If as of the close of
a taxable year more than 50% of the value of the Fund’s assets consists of
certain foreign stock or securities, the Fund will be eligible to elect to “pass
through” to investors the amount of foreign income and similar taxes (including
withholding taxes) paid by the Fund during that taxable year. This means that
investors would be considered to have received as additional income their
respective shares of such foreign taxes but may be entitled to either a
corresponding tax deduction in calculating taxable income, or, subject to
certain limitations, a credit in calculating federal income tax. If the Fund
does not so elect, it will be entitled to claim a deduction for certain foreign
taxes incurred by the Fund. The Fund (or a financial intermediary, such as a
broker, through which a shareholder owns Shares) will notify you if it makes
such an election and provide you with the information necessary to reflect
foreign taxes paid on your income tax return.
The
foregoing discussion summarizes some of the possible consequences under current
federal tax law of an investment in the Fund. It is not a substitute for
personal tax advice. You also may be subject to state and local tax on Fund
distributions and sales of Shares. Consult your personal tax advisor about the
potential tax consequences of an investment in Shares under all applicable tax
laws. For more information, please see the section entitled “Federal Income
Taxes” in the SAI.
DISTRIBUTION
PLAN
The
Board has adopted a Distribution and Service Plan (the “Plan”) pursuant to Rule
12b-1 under the 1940 Act. In accordance with the Plan, the Fund is authorized to
pay an amount up to 0.25% of its average daily net assets each year for certain
distribution-related activities and shareholder services.
No
Rule 12b-1 fees are currently paid by the Fund, and there are no plans to impose
these fees. However, in the event Rule 12b-1 fees are charged in the future,
because the fees are paid out of Fund assets, over time these fees will increase
the cost of your investment and may cost you more than certain other types of
sales charges.
PREMIUM/DISCOUNT
INFORMATION
Information
regarding how often Shares traded on the Exchange at a price above (i.e.,
at a premium) or below (i.e.,
at a discount) the NAV per share is available on the Fund’s website at
www.teucrium.com.
ADDITIONAL
NOTICES
The
Shares are not sponsored, endorsed, or promoted by the Exchange. The Exchange is
not responsible for, nor has it participated in the determination of, the
timing, prices, or quantities of Shares to be issued, nor in the determination
or calculation of the equation by which Shares are redeemable. The Exchange has
no obligation or liability to owners of Shares in connection with the
administration, marketing, or trading of Shares.
Without
limiting any of the foregoing, in no event shall the Exchange have any liability
for any lost profits or indirect, punitive, special, or consequential damages
even if notified of the possibility thereof.
The
Adviser and the Funds make no representation or warranty, express or implied, to
the owners of Shares or any member of the public regarding the advisability of
investing in securities generally or in a Fund particularly.
FINANCIAL
HIGHLIGHTS
Financial
information is not available because the Fund had not commenced operations prior
to the date of this Prospectus.
Teucrium
xETFs 2x Long Daily BNB ETF
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Adviser |
Teucrium
Investment Advisors, LLC
Three
Main Street, Suite 215
Burlington,
Vermont 05401 |
Distributor |
PINE
Distributors LLC
501
South Cherry Street, Suite 610
Denver,
Colorado 80246 |
| Transfer
Agent, Index Receipt Agent, and Administrator |
U.S.
Bancorp Fund Services, LLC
d/b/a
U.S. Bank Global Fund Services
615
East Michigan Street
Milwaukee,
Wisconsin 53202 |
Custodian |
U.S.
Bank, N.A.
1555
North Rivercenter Drive, Suite 302
Milwaukee,
Wisconsin 53212 |
| Independent
Registered Public Accounting Firm |
[...]
[...]
[...] |
Legal
Counsel |
Morgan,
Lewis & Bockius LLP
1111
Pennsylvania Avenue, NW
Washington,
DC 20004-2541 |
Investors
may find more information about the Fund in the following
documents:
Statement
of Additional Information: The
Fund’s SAI provides additional details about the investments of the Fund and
certain other additional information. The SAI is on file with the SEC and is
incorporated herein by reference into this Prospectus. It is legally considered
a part of this Prospectus.
Annual/Semi-Annual
Reports and Form N-CSR: Additional
information about the Fund’s investments will be available in the Fund’s Annual
and Semi-Annual Reports to shareholders and in Form N-CSR. In the Annual Report,
when available, you will find a discussion of the market conditions and
investment strategies that significantly affected 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 free copies of these documents, request other information or make
general inquiries about the Fund by calling 1-800-617-0004.
Shareholder
reports and other information about the Fund also are available:
•Free
of charge from the SEC’s EDGAR database on the SEC’s website at
http://www.sec.gov;
•Free
of charge from the Fund’s website at www.teucrium.com; or
(SEC
Investment Company Act File No. 811-23226)