SUBJECT
TO COMPLETION
Dated
May 27, 2026
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.
xETFs
Korea AI Semiconductor ETF ([...])
xETFs
2x Long Daily Korea AI Semiconductor ETF ([...])
Each,
a series of Listed Funds Trust
Listed
on [...]
PROSPECTUS
[...],
2026
These
securities have not been approved or disapproved by the U.S. Securities and
Exchange Commission (the “SEC”) or the U.S. Commodity Futures Trading Commission
(the “CFTC”), nor have the SEC or CFTC passed upon the accuracy or adequacy of
this Prospectus. Any representation to the contrary is a criminal
offense.
TABLE
OF CONTENTS
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xETFs
KOREA AI SEMICONDUCTOR ETF - SUMMARY |
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2X LONG DAILY KOREA AI SEMICONDUCTOR ETF - SUMMARY |
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KOREA AI SEMICONDUCTOR ETF - FUND SUMMARY |
Investment
Objective
The
xETFs Korea AI Semiconductor ETF (the “KSMH ETF” or the “Fund”) seeks long-term
capital appreciation.
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 |
0.00% |
| Acquired
Fund Fees and Expenses |
[...]% |
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Annual Fund Operating Expenses |
[...]% |
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1.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
$10,000 in the Fund for the time periods indicated and then redeem all of your
Shares at the end of those periods. The Example also assumes that your
investment has a 5% return each year and that the Fund’s operating expenses
remain the same. The Example does not take into account brokerage commissions
that you may pay on your purchases and sales of Shares. Although your actual
costs may be higher or lower, based on these assumptions your costs would be:
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$[...] |
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 is an actively managed exchange-traded fund that seeks long-term capital
appreciation by investing primarily in a portfolio of approximately 10–25
publicly listed equity securities (or corresponding American Depositary Receipts
(“ADRs”) or Global Depositary Receipts (“GDRs”)) of Korean issuers that
participate in the Korean semiconductor and AI semiconductor infrastructure
value chain. This value chain (referred to herein as “Semiconductor Business”)
may include the following categories of business activities:
•Memory,
logic, and other semiconductor manufacturing;
•Semiconductor
equipment, inspection, testing, and process technology
manufacturing;
•Manufacturing
of semiconductor related materials, chemicals, components, substrates,
interconnect solutions, and enabling technologies; and
•Packaging,
assembly, testing, distribution, and other supporting infrastructure activities
related to products produced from any of the above activities.
The
Fund will generally seek to invest primarily in the equity securities of
companies engaged in Semiconductor Business, but may also seek exposure through
swap agreements.
Under
normal circumstances, the Fund invests at least 80% of its net assets (plus
borrowings for investment purposes) in equity securities (which may include
depositary receipts) of, or instruments (such as swap agreements) that provide
exposure to Korean companies with at least 50% of their revenues, profits, or
assets attributable to Semiconductor Business, or that the Adviser believes are
significant participants in, or are expected to materially benefit from, the
Korean semiconductor and AI semiconductor infrastructure ecosystem (“Korean
Semiconductor Companies”). A company is considered to be a “Korean” company if
(i) it is
organized
under the laws of South Korea; (ii) it derives at least 50% of its revenues or
profits from goods produced or sold, investments made, or services performed, or
has at least 50% of its assets located, within South Korea; (iii) it has the
primary trading markets for its securities in South Korea; (iv) it has its
principal place of business in or is otherwise headquartered in South Korea; or
(v) it is a governmental entity or an agency, instrumentality or a political
subdivision of South Korea. For purposes of compliance with this investment
policy, derivative contracts (such as swap agreements) will be valued at their
notional value.
Types
of Equity Securities
The
Fund may invest in:
•ordinary
shares of Korean issuers listed on Korean exchanges; and
•depositary
receipts (including ADRs and GDRs) of Korean issuers listed on U.S. or other
non-Korean exchanges.
Depositary
receipts are receipts, typically issued by a bank or trust issuer, which
evidence ownership of underlying securities issued by a non-U.S. issuer.
Depositary receipts may not necessarily be denominated in the same currency as
their underlying securities. ADRs typically are issued by a U.S. bank or trust
company and evidence ownership of underlying securities issued by a non-U.S.
issuer. Global Depositary Receipts (“GDRs”) are similar to ADRs in that they
evidence ownership of underlying securities of a non-U.S. issuer but are
generally issued for use in markets outside the United States and may be
denominated in currencies other than U.S. dollars.
Portfolio
Construction and Security Selection
In
seeking to achieve the Fund’s investment objective, the Fund’s sub-adviser,
WallStreetX ETFs, Inc. d/b/a xETFs (the “Sub-Adviser”) constructs the portfolio
using its proprietary security selection methodology. In selecting and sizing
positions, the Sub-Adviser generally considers a combination of quantitative and
qualitative factors, including free-float market capitalization, liquidity,
revenue and earnings profile, exposure to the Korean semiconductor industry,
issuer-level caps, diversification considerations, and overall economic
significance within Korea’s semiconductor ecosystem. The Sub-Adviser is subject
to the oversight of the Adviser and the Board.
Swap
Agreements
The
Fund may achieve its exposure to Korean Semiconductor Companies through the use
of one or more swap agreements. Swap agreements are derivative contracts entered
into primarily with major global financial institutions for a specified period.
In a standard swap transaction, two parties agree to exchange or “swap” payments
based on the change in value of a reference asset or benchmark, such as a
security or an index. The Fund’s swap agreements may reference any one or more
of the Korean Semiconductor Companies. Generally, any such swap agreement will
be fully funded with all collateral maintained by a third party pursuant to a
tri-party collateral control arrangement, and be subject to daily collateral and
exposure adjustments to align the value of collateral with the value of the
referenced security.
The
Fund also may invest in cash, cash equivalents, or high-quality securities, such
as (i) U.S. Government securities, including bills, notes, and bonds issued by
the U.S. Treasury; (ii) money market funds; and/or (iii) corporate debt
securities, such as commercial paper and other short-term unsecured promissory
notes issued by businesses that are rated investment grade or determined by the
Adviser and Sub-Adviser to be of comparable quality. Such investments are
designed to provide liquidity or satisfy collateral requirements associated with
the Fund’s swap investments.
Issuer
Concentration and Industry Focus
The
Fund will concentrate (i.e.,
invest more than 25% of its total assets) its investments in the semiconductor
industry. The Fund is deemed to be “non-diversified,” which means that it may
invest a greater percentage of its assets in the securities of a single issuer
or a small number of issuers than if it was a diversified fund.
Principal
Investment Risks
The
principal risks of investing in the Fund are summarized below. Each risk
summarized below is considered a “principal risk” of investing in the Fund,
regardless of the order in which it appears. As with any investment, there is a
risk that you could lose all or a portion of your investment in the Fund. Some
or all of these risks may adversely affect the Fund’s net asset value (“NAV”),
trading price, yield, total return and/or ability to meet its investment
objective. The following risks could affect the value of your investment in the
Fund:
•Semiconductor
Industry Risk. Competitive
pressures may have a significant effect on the financial condition of companies
in the semiconductor industry. The Fund is subject to the risk that companies
that are in the semiconductor industry may be similarly affected by particular
economic or market events. As product cycles shorten and manufacturing capacity
increases, these companies may become increasingly subject to aggressive
pricing, which hampers profitability. Semiconductor companies are vulnerable to
wide fluctuations in securities prices due to rapid product obsolescence. Many
semiconductor companies may not successfully introduce new products, develop and
maintain a loyal customer base or achieve general market acceptance for their
products, and failure to do so could have a material adverse effect on their
business, results of operations and financial condition.
Reduced
demand for end-user products, underutilization of manufacturing capacity, and
other factors could adversely impact the operating results of companies in the
semiconductor industry. Semiconductor companies typically face high capital
costs and such companies may need additional financing, which may be difficult
to obtain. Semiconductor companies depend significantly on third-party suppliers
and the availability of raw materials and may be adversely affected by supply
chain disruptions. They also may be subject to risks relating to research and
development costs and the availability and price of components. Moreover, they
may be heavily dependent on intellectual property rights and may be adversely
affected by loss or impairment of those rights. Some of the companies involved
in the semiconductor industry are also engaged in other lines of business
unrelated to the semiconductor business, and they may experience problems with
these lines of business, which could adversely affect their operating results.
The international operations of many semiconductor companies expose them to
risks associated with instability and changes in economic and political
conditions, foreign currency fluctuations, changes in foreign regulations,
competition from subsidized foreign competitors with lower production costs,
tariffs and trade disputes, and other risks inherent to international business.
The semiconductor industry is highly cyclical, which may cause the operating
results of many semiconductor companies to vary significantly. Companies in the
semiconductor industry also may be subject to competition from new market
entrants. The stock prices of companies in the semiconductor industry have been
and will likely continue to be extremely volatile compared to the overall
market.
Further,
the Fund may have significant exposure to issuers involved in high-bandwidth
memory (“HBM”), advanced semiconductor packaging, and AI-related semiconductor
infrastructure technologies, which may be subject to rapid technological change,
concentrated customer demand, and cyclical capital expenditure
trends.
•Risk
of Investing in Non-U.S. Issuers. Certain
companies in which the Fund may invest are non-U.S. issuers whose securities are
listed on U.S. exchanges. These securities involve risks beyond those associated
with investments in U.S. securities, including greater market volatility, higher
transactional costs, the possibility that the liquidity of such securities could
be impaired because of future political and/or economic developments, taxation
by foreign governments, political instability, the possibility that foreign
governmental restrictions may be adopted which might adversely affect such
securities and that the selection of such securities may be more difficult
because there may be less publicly available information concerning such
non-U.S. issuers or the accounting, auditing and financial reporting standards,
practices and requirements applicable to non-U.S. issuers may differ from those
applicable to U.S. issuers.
•Risk
of Investing in South Korea.
Investments in South Korean issuers will subject the Fund to legal, regulatory,
political, currency, security, and economic risks that are specific to South
Korea. The South Korean economy may be significantly affected by government
policies, changes in global demand for exports, and developments involving key
industries such as semiconductors and technology. In addition, South Korean
issuers are often part of large, family-controlled business groups known as
“chaebols,” which may present unique corporate governance risks. These risks may
include complex ownership structures, cross-shareholdings, and the concentration
of control within a small group of affiliated entities or controlling
shareholders, which could result in conflicts of interest, limited shareholder
influence, or decisions that are not aligned with the interests of minority
shareholders.
In
addition, economic and political developments of South Korea’s neighbors,
including escalated tensions involving North Korea and any outbreak of
hostilities involving North Korea, or even the threat of an outbreak of
hostilities, may have a severe adverse effect on the South Korean
economy.
•Single
Country Risk
- Because the Fund may invest a significant portion of its assets in companies
in a specific country and region, the Fund is subject to greater risks of
adverse developments in that country, region and/or the surrounding regions than
a fund that is more broadly diversified geographically. Political, social or
economic disruptions in the country or region, even in countries in which the
Fund is not invested, may adversely affect the value of investments held by the
Fund.
•Foreign
Custody and Settlement Risk.
Investments in foreign securities involve risks related to clearing, settlement,
and custody in markets outside the United States. Settlement of foreign
transactions may take longer than in U.S. markets, which could delay the Fund’s
receipt of proceeds. In less developed markets, custody and settlement systems
may be less reliable or subject to limited oversight, increasing the risk of
loss, delays, or difficulties in selling securities.
•U.S.-China
Chip-Related Export Restrictions Risk.
The United States, China, and other jurisdictions maintain export control,
trade, and economic sanctions regimes that restrict the transfer of certain
semiconductors, related equipment, software, and technologies. In recent years,
the United States and other governments have imposed, and may continue to
expand, restrictions on the export of advanced chips, semiconductor
manufacturing equipment, computing power, or related technologies to China and
China‑based entities. Such measures may adversely affect companies in which the
Fund invests by limiting access to key customers, disrupting supply chains,
constraining end‑market demand, or increasing compliance costs. These
restrictions could negatively impact the revenues, profitability, competitive
position, and growth prospects of companies in which the Fund
invests.
•Currency
Exchange Rate Risk.
The
Fund invests in securities denominated in South Korean won. Investments
denominated in non-U.S. currencies and investments in securities denominated or
quoted in non‑U.S. currencies, currency exchange rates or interest rates are
subject to non-U.S. currency risk. Changes in currency exchange rates and the
relative value of non-U.S. currencies will affect the value of the Fund’s
investment and the value of your Fund shares. Because the Fund’s net asset value
is
determined
on the basis of U.S. dollars, the U.S. dollar value of your investment in the
Fund may go down if the value of the local currency of the non-U.S. markets in
which the Fund invests depreciates against the U.S. dollar. This is true even if
the local currency value of securities in the Fund’s holdings goes up.
Conversely, the U.S. dollar value of your investment in the Fund may go up if
the value of the local currency appreciates against the U.S.
dollar.
•Counterparty
Risk. Counterparty
risk is the risk that a counterparty to Fund transactions, including swap
agreements, will be unable or unwilling to perform its contractual obligations.
Because the Fund may use swap agreements to obtain or increase economic exposure
to one or more issuers, the Fund is exposed to the risk that a swap counterparty
may fail to make required payments or deliver collateral, which could result in
losses to the Fund.
The
Fund is exposed to the risk that the counterparty may be unwilling or unable to
make timely payments contemplated by such arrangements or otherwise to meet its
contractual obligations (i.e.,
counterparty credit risk). If the counterparty becomes bankrupt or defaults on
(or otherwise becomes unable or unwilling to perform) its payment or other
obligations to the Fund, the Fund may not receive the full amount it is entitled
to receive or may experience delays in recovering the collateral or other assets
held by, or on behalf of, the counterparty. If this occurs, the value of your
Shares in the Fund will decrease.
In
addition, the Fund may enter into swap agreements with a limited number of
counterparties, which may increase the Fund’s exposure to counterparty credit
risk. To the extent the Fund’s counterparties are concentrated in the financial
services sector, the Fund bears the risk that those counterparties may be
adversely affected by legislative or regulatory changes, adverse market
conditions, increased competition, and/or wide scale credit losses resulting
from financial difficulties or borrowers affecting that economic sector.
Further, there is a risk that no suitable counterparties will be willing to
enter into, or continue to enter into, transactions with the Fund and, as a
result, the Fund may not be able to achieve its investment
objective.
•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.
◦Swap
Agreements Risk.
Swap agreements are contracts among the Fund and a counterparty to exchange the
return of the pre-determined underlying investment (such as the rate of return
of the underlying security). Swap agreements may be negotiated bilaterally and
traded OTC between two parties or, for certain standardized swaps, must be
exchange-traded through a FCM and/or cleared through a clearinghouse that serves
as a central counterparty. Swap agreements may be subject to fees and expenses,
and by investing in swaps indirectly through the Fund, a shareholder will bear
the expenses of such derivatives in addition to expenses of the Fund. Risks
associated with the use of swap agreements are different from those associated
with ordinary portfolio securities transactions, due in part to the fact they
could be considered illiquid and many swaps trade on the OTC market. Swaps are
particularly subject to counterparty credit, correlation, valuation, liquidity
and leveraging risks. While exchange trading and central clearing are intended
to reduce counterparty credit risk and increase liquidity, they do not make swap
transactions risk-free. Additionally, applicable regulators have adopted rules
imposing certain margin requirements, including minimums, on OTC swaps, which
may result in the Fund and its counterparties posting higher margin amounts for
OTC swaps, which could increase the cost of swap transactions to the Fund and
impose added operational complexity.
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 in implementing strategies for the Fund. The Fund
may invest in complex instruments, including swap agreements. 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.
•Depositary
Receipt Risk. Depositary
receipts, including ADRs 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 are
similar to ADRs in that they are certificates evidencing ownership of shares of
a foreign issuer; however, GDRs 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.
•Cash
Transaction Risk. The
Fund may effect 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.
•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, Authorized Participants (“APs”), the Fund’s primary
listing exchange, or the issuers of securities in which the Fund invests have
the ability to disrupt and negatively affect the Fund’s business operations,
including the ability to purchase and sell Shares, potentially resulting in
financial losses to the Fund and its shareholders.
•Early
Close/Trading Halt Risk.
An exchange or market may close or issue trading halts on specific investments,
or the ability to buy or sell certain securities or financial instruments may be
restricted, which may result in the Fund being unable to buy or sell certain
securities or financial instruments. In such circumstances, the Fund may be
unable to rebalance its portfolio, may be unable to accurately price its
investments, and/or may incur substantial trading losses.
•ETF
Risks. The
Fund is an ETF and, 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 [...] (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.
•Foreign
Withholding Tax Risk. Income
earned on foreign stocks and securities may be subject to foreign withholding
taxes, which could reduce the Fund’s returns. In particular, dividends paid by
Korean issuers are generally subject to Korean withholding tax (currently at a
rate of 22%, subject to reduction under applicable tax treaties). The Fund may
not be able to fully recover or offset such withholding taxes, and any such
taxes will reduce the Fund’s income and, accordingly, the amount of
distributions to shareholders.
•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 prices generally, may fluctuate significantly in response to these
and other factors. As a result, an investor could lose money over short or long
periods of time. In
addition,
government actions or interventions (including, but not limited, to the threat
or imposition of tariffs, trade restrictions, currency restrictions or similar
actions) as well as developments related to economic, political (including
geopolitical), social, public health, market, extreme weather, natural or
man-made disasters, or other conditions or events have in the past and may in
the future result in volatility in financial markets and reduced liquidity in
equity, credit, and/or debt markets, which could adversely impact the Fund and
its investments and their value and performance. These developments as well as
other events could result in further market volatility and negatively affect
financial asset prices, the liquidity of certain securities and the normal
operations of securities exchanges and other markets.
•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.
•Volatility
Risk. The
value of certain of the Fund’s investments, including swaps, 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 |
| Investment
Sub-Adviser: |
Wall
StreetX ETFs, Inc. DBA xETFs |
|
Portfolio
Managers: |
Springer
Harris, Joran Haugens and Christopher Small, each Portfolio Managers of
the Adviser, and Johnny Wu, CEO and Kenneth Wong, Chief Investment
Officer, each at the Sub-Adviser, are jointly and primarily responsible
for the day-to-day management of the Fund. Each Portfolio Manager has
served as a Portfolio Manager of the Fund since its inception in [...],
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 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.
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| xETFs
2X LONG DAILY KOREA AI SEMICONDUCTOR ETF - FUND
SUMMARY |
Important
Information About the Fund
The
xETFs 2x Long Daily Korea AI Semiconductor ETF (the “Leveraged Fund” or the
“Fund”) seeks daily investment results, before fees and expenses, that
correspond to two times (2x) the daily price performance of the portfolio
holdings (“Underlying Basket”) of the xETFs Korea AI Semiconductor ETF (the
“KSMH ETF”) 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 the Underlying Basket for the same period. For periods
longer than a single day, the Fund will lose money if the Underlying Basket’s
performance is flat, and it is possible that the Fund will lose money even if
the price of the Underlying Basket increases. Longer
holding periods, higher volatility in the price of the Underlying Basket, and
greater leveraged exposure each exacerbate the impact of compounding on an
investor’s returns. During periods of higher Underlying Basket volatility, the
volatility of the Underlying Basket may affect the Fund’s return as much as or
more than the return of the price of the Underlying Basket.
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 the Underlying Basket.
The
Fund does not seek to achieve its stated investment objective over a period of
time greater than a single day.
Fees
and Expenses of the Fund
This
table describes the fees and expenses that you may pay if you buy, hold, and
sell shares of the Fund (“Shares”). You
may pay other fees, such as brokerage commissions and other fees to financial
intermediaries, which are not reflected in the table and Example
below.
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Shareholder
Fees (fees
paid directly from your investment) |
None |
|
Annual
Fund Operating 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% |
|
Other
Expenses1 |
0.00% |
| Acquired
Fund Fees and Expenses |
[...]% |
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|
Total
Annual Fund Operating Expenses2 |
[...]% |
|
|
1.Estimated
for the Fund’s initial 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 services, 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 [...], 2027. This waiver may be terminated only with the approval of the
Subsidiary’s Board of Directors.
Example
This
Example is intended to help you compare the cost of investing in the Fund with
the cost of investing in other funds. The Example assumes that you invest
$10,000 in the Fund for the time periods indicated and then redeem all of your
Shares at the end of those periods. The Example also assumes that your
investment has a 5% return each year and that the Fund’s operating expenses
remain the
same.
The Example does not take into account brokerage commissions that you may pay on
your purchases and sales of Shares. Although your actual costs may be higher or
lower, based on these assumptions your costs would be:
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| 1
Year |
$[...] |
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 seeks daily investment results, before fees and expenses, that correspond
to two times (2x) the daily performance of the portfolio holdings (“Underlying
Basket”) of the xETFs Korea AI Semiconductor ETF (the “KSMH ETF”). The Fund’s
investment objective is daily, meaning that the Fund seeks to achieve its stated
multiple for a single day, not for any other period.
The
Fund seeks to achieve its investment objective by investing in financial
instruments that Teucrium Investment Advisors LLC (the “Adviser”) and
WallStreetX ETFs, Inc. d/b/a xETFs (the “Sub-Adviser”) believe in combination
should produce daily returns (before fees and expenses) that correspond to two
times (2x) the daily price performance of the Underlying Basket. The Fund
invests in financial instruments, such as swap agreements, securities comprising
the Underlying Basket, and exchange-traded funds (“ETFs”) (including affiliated
ETFs), that provide daily leveraged exposure to the Underlying Basket or to ETFs
that hold the securities of the Underlying Basket to seek returns equal to 200%
of the daily return of the Underlying Basket. The financial instruments in which
the Fund most commonly invests are swap agreements which are intended to produce
economically leveraged investment results.
There
can be no guarantee that such a strategy will produce the desired results or
that the Fund’s financial instruments will provide returns that closely
correlate to those produced by Underlying Basket. Generally, financial
instruments, such as swap agreements, are subject to certain implementation
costs and expenses not applicable to direct investments in securities that will
cause the returns of the Fund’s swap agreements to differ from those of direct
investments in the component securities of the Underlying Basket. Additionally,
the Fund’s investments provide the Fund with indirect exposure to the component
securities of the Underlying Basket, which also may contribute to differences in
returns in comparison to those of direct investments in the component securities
of the Underlying Basket.
Under
normal circumstances, the Fund will invest at least 80% of the Fund’s net assets
(plus any borrowings for investment purposes) in securities and financial
instruments that the Adviser and Sub-Adviser believe, in combination, should
produce daily returns consistent with the Fund’s investment objective of seeking
daily investment results, before fees and expenses, that correspond to two times
(2x) the daily price performance of the Underlying Basket.
The
Fund generally expects to obtain its leveraged exposure through the use of swap
agreements with a daily reset. 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 investments in the
Underlying Basket that is equal, on a daily basis, to 200% of the value of the
Fund’s net assets. The Fund’s swap agreements may reference one or more of the
following: (i) one or more of the components securities of the Underlying
Basket; (ii) the KSMH ETF; (iii) other exchange-traded funds that hold the
component securities of the Underlying Basket; or (iv) other benchmarks that the
Adviser and Sub-Adviser believe produce daily returns consistent with those of
the Underlying Basket (collectively, a “Reference Asset” or the “Reference
Assets”). Swap agreements used by the Fund are expected to be reset daily and
structured so that the Fund’s exposure corresponds, on a daily basis, to
approximately 200% of the Fund’s net assets. The Fund’s relative exposure to
each of the component securities of the Underlying Basket is expected to
approximately reflect their relative weightings in the Underlying Basket. The
Fund’s swap agreements will generally be fully funded with all collateral
maintained by a third party pursuant to a tri-party collateral control
arrangement, and be subject to daily collateral and exposure adjustments to
align the value of collateral with the value of the Reference Asset and the
exposure provided by the swap with that needed by the Fund.
KSMH
ETF
The
KSMH ETF is an actively managed exchange-traded fund that seeks long-term
capital appreciation by investing primarily in a portfolio of approximately
10–25 publicly listed equity securities (or corresponding American Depositary
Receipts (“ADRs”) or Global Depositary Receipts (“GDRs”)) of Korean issuers that
participate in the Korean AI semiconductor and AI semiconductor infrastructure
value chain. This value chain may include the following categories of business
activities (each category is referred to as a “Semiconductor
Business”):
•Memory,
logic, and other semiconductor manufacturing;
•semiconductor
equipment, inspection, testing, and process technology
manufacturing;
•manufacturing
of semiconductor related materials, chemicals, components, substrates,
interconnect solutions, and enabling technologies; and
•packaging,
assembly, testing, distribution, and other supporting infrastructure activities
related to products produced from any of the above activities.
The
KSMH ETF will generally seek to invest primarily in the equity securities of
companies engaged in Semiconductor Business, but may also seek exposure through
swap agreements.
Under
normal circumstances, the KSMH ETF invests at least 80% of its net assets (plus
borrowings for investment purposes) in equity securities (which may include
depositary receipts) of, or instruments (such as swap agreements) that provide
exposure to Korean companies with at least 50% of their revenues, profits, or
assets attributable to Semiconductor Business, or that the Adviser believes are
significant participants in, or are expected to materially benefit from, the
Korean semiconductor and AI semiconductor infrastructure ecosystem (“Korean
Semiconductor Companies”). A company is considered to be a “Korean” company if
(i) it is organized under the laws of South Korea; (ii) it derives at least 50%
of its revenues, profits, or assets from goods produced or sold, investments
made, or services performed, or has at least 50% of its assets located, within
South Korea; (iii) it has the primary trading markets for its securities in
South Korea; (iv) it has its principal place of business in or is otherwise
headquartered in South Korea; or (v) it is a governmental entity or an agency,
instrumentality or a political subdivision of South Korea. For purposes of
compliance with this investment policy, derivative contracts (such as swap
agreements) will be valued at their notional value.
Portfolio
Management and Rebalancing
The
Adviser and Sub-Adviser, in their sole discretion, select the Fund’s
investments, including the mix of Reference Assets for the Fund’s swap
agreements, to achieve the desired exposure to the Underlying Basket. The
Adviser and Sub-Adviser may consider the following factors, among others, when
selecting the Reference Assets to use: liquidity, regulatory requirements, risk
mitigation measures and market conditions.
The
Fund will attempt to achieve its investment objective without regard to the
overall market movement or the increase or decrease in the prices of component
securities of the Underlying Basket. At the close of the markets on each trading
day, the Adviser and Sub-Adviser determine the type, quantity, and mix of
investment positions, so that the Fund’s exposure to the prices of component
securities of the Underlying Basket is consistent with the Fund’s investment
objective. The impact of movements in the prices of component securities of the
Underlying Basket during the day will generally require the Fund to adjust its
exposure to the Reference Assets on a daily basis. For example, if the value of
the Underlying Basket, in the aggregate, 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 value of the Underlying Basket, in the aggregate, has fallen
on a given day, net assets of the Fund should fall, meaning the Fund’s exposure
will need to be reduced. These adjustments typically result in high portfolio
turnover.
The
Fund also expects to invest in cash, cash equivalents, or high-quality
securities, such as (i) U.S. Government securities, including bills, notes, and
bonds issued by the U.S. Treasury; (ii) money market funds; and/or (iii)
corporate debt securities, such as commercial paper and other short-term
unsecured promissory notes issued by businesses that are rated investment grade
or determined by the Adviser and Sub-Adviser to be of comparable quality (“Other
Investments”). Such Other Investments are designed to provide liquidity or
satisfy collateral requirements associated with the Fund’s swap
agreements.
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 the Underlying Basket for the same period. The Fund will lose money if the
price performance of the Underlying Basket is flat over time, and the Fund can
lose money regardless of the performance of the price of the Underlying Basket
because of daily rebalancing, the volatility of the price of the Underlying
Basket, compounding of each day’s return, and other factors. See “Principal
Investment Risks” below.
Principal
Investment Risks
The
principal risks of investing in the Fund are summarized below. Each risk
summarized below is considered a “principal risk” of investing in the Fund,
regardless of the order in which it appears. As with any investment, there is a
risk that you could lose all or a portion of your investment in the Fund. Some
or all of these risks may adversely affect the Fund’s net asset value (“NAV”),
trading price, yield, total return and/or ability to meet its investment
objective. The following risks could affect the value of your investment in the
Fund:
•Semiconductor
Industry Risk. Competitive
pressures may have a significant effect on the financial condition of companies
in the semiconductor industry. The Fund is subject to the risk that companies
that are in the semiconductor industry may be similarly affected by particular
economic or market events. As product cycles shorten and manufacturing capacity
increases, these companies may become increasingly subject to aggressive
pricing, which hampers profitability. Semiconductor companies are vulnerable to
wide fluctuations in securities prices due to rapid product obsolescence. Many
semiconductor companies may not
successfully
introduce new products, develop and maintain a loyal customer base or achieve
general market acceptance for their products, and failure to do so could have a
material adverse effect on their business, results of operations and financial
condition. Reduced demand for end-user products, underutilization of
manufacturing capacity, and other factors could adversely impact the operating
results of companies in the semiconductor industry. Semiconductor companies
typically face high capital costs and such companies may need additional
financing, which may be difficult to obtain. Semiconductor companies depend
significantly on third-party suppliers and the availability of raw materials and
may be adversely affected by supply chain disruptions. They also may be subject
to risks relating to research and development costs and the availability and
price of components. Moreover, they may be heavily dependent on intellectual
property rights and may be adversely affected by loss or impairment of those
rights. Some of the companies involved in the semiconductor industry are also
engaged in other lines of business unrelated to the semiconductor business, and
they may experience problems with these lines of business, which could adversely
affect their operating results. The international operations of many
semiconductor companies expose them to risks associated with instability and
changes in economic and political conditions, foreign currency fluctuations,
changes in foreign regulations, competition from subsidized foreign competitors
with lower production costs, tariffs and trade disputes, and other risks
inherent to international business. The semiconductor industry is highly
cyclical, which may cause the operating results of many semiconductor companies
to vary significantly. Companies in the semiconductor industry also may be
subject to competition from new market entrants. The stock prices of companies
in the semiconductor industry have been and will likely continue to be extremely
volatile compared to the overall market.
Further,
the Fund may have significant exposure to issuers involved in high-bandwidth
memory (“HBM”), advanced semiconductor packaging, and AI-related semiconductor
infrastructure technologies, which may be subject to rapid technological change,
concentrated customer demand, and cyclical capital expenditure
trends.
•Risk
of Investing in Non-U.S. Issuers. Certain
companies in which the Fund may invest are non-U.S. issuers whose securities are
listed on U.S. exchanges. These securities involve risks beyond those associated
with investments in U.S. securities, including greater market volatility, higher
transactional costs, the possibility that the liquidity of such securities could
be impaired because of future political and/or economic developments, taxation
by foreign governments, political instability, the possibility that foreign
governmental restrictions may be adopted which might adversely affect such
securities and that the selection of such securities may be more difficult
because there may be less publicly available information concerning such
non-U.S. issuers or the accounting, auditing and financial reporting standards,
practices and requirements applicable to non-U.S. issuers may differ from those
applicable to U.S. issuers.
•Risk
of Investing in South Korea.
Investments in South Korean issuers will subject the Fund to legal, regulatory,
political, currency, security, and economic risks that are specific to South
Korea. The South Korean economy may be significantly affected by government
policies, changes in global demand for exports, and developments involving key
industries such as semiconductors and technology. In addition, South Korean
issuers are often part of large, family-controlled business groups known as
“chaebols,” which may present unique corporate governance risks. These risks may
include complex ownership structures, cross-shareholdings, and the concentration
of control within a small group of affiliated entities or controlling
shareholders, which could result in conflicts of interest, limited shareholder
influence, or decisions that are not aligned with the interests of minority
shareholders.
In
addition, economic and political developments of South Korea’s neighbors,
including escalated tensions involving North Korea and any outbreak of
hostilities involving North Korea, or even the threat of an outbreak of
hostilities, may have a severe adverse effect on the South Korean
economy.
•Single
Country Risk
- Because the Fund may invest a significant portion of its assets in companies
in a specific country and region, the Fund is subject to greater risks of
adverse developments in that country, region and/or the surrounding regions than
a fund that is more broadly diversified geographically. Political, social or
economic disruptions in the country or region, even in countries in which the
Fund is not invested, may adversely affect the value of investments held by the
Fund.
•Foreign
Custody and Settlement Risk.
Investments in foreign securities involve risks related to clearing, settlement,
and custody in markets outside the United States. Settlement of foreign
transactions may take longer than in U.S. markets, which could delay the Fund’s
receipt of proceeds. In less developed markets, custody and settlement systems
may be less reliable or subject to limited oversight, increasing the risk of
loss, delays, or difficulties in selling securities.
•U.S.-China
Chip-Related Export Restrictions Risk.
The United States, China, and other jurisdictions maintain export control,
trade, and economic sanctions regimes that restrict the transfer of certain
semiconductors, related equipment, software, and technologies. In recent years,
the United States and other governments have imposed, and may continue to
expand, restrictions on the export of advanced chips, semiconductor
manufacturing equipment, computing power, or related technologies to China and
China‑based entities. Such measures may adversely affect companies in which the
Fund invests by limiting access to key customers, disrupting supply chains,
constraining end‑market demand, or increasing compliance costs. These
restrictions could negatively impact the revenues, profitability, competitive
position, and growth prospects of companies in which the Fund
invests.
•Currency
Exchange Rate Risk.
The
Fund invests in securities denominated in South Korean won. Investments
denominated in non-U.S. currencies and investments in securities denominated or
quoted in non‑U.S. currencies, currency exchange rates or
interest
rates are subject to non-U.S. currency risk. Changes in currency exchange rates
and the relative value of non-U.S. currencies will affect the value of the
Fund’s investment and the value of your Fund shares. Because the Fund’s net
asset value is determined on the basis of U.S. dollars, the U.S. dollar value of
your investment in the Fund may go down if the value of the local currency of
the non-U.S. markets in which the Fund invests depreciates against the U.S.
dollar. This is true even if the local currency value of securities in the
Fund’s holdings goes up. Conversely, the U.S. dollar value of your investment in
the Fund may go up if the value of the local currency appreciates against the
U.S. dollar.
•Effects
of Compounding and Market Volatility Risk. 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 likely to differ from
200% of the Underlying Basket’s performance, before fees and expenses.
Compounding has a significant impact on funds that are leveraged and that
rebalance daily. The impact of compounding becomes more pronounced as volatility
and holding periods increase and will impact each shareholder differently
depending on the period of time an investment in the Fund is held and the
volatility of the Underlying Basket during the shareholder’s holding
period.
Fund
performance for periods greater than one single day can be estimated given any
set of assumptions for the following factors: a) Underlying Basket volatility;
b) Underlying Basket performance; c) period of time; d) financing rates
associated with leveraged exposure; e) other Fund expenses; and f) dividends or
interest paid with respect to securities of the Underlying Basket. The chart
below provides examples of how Underlying Basket volatility and its return could
affect the Fund’s performance. The chart shows estimated Fund returns for a
number of combinations of Underlying Basket volatility and Underlying Basket
performance over a one-year period. Actual Fund returns are expected to vary
from these estimates. Performance shown in the chart assumes that: (i) no
dividends were paid with respect to the securities included in the Underlying
Basket; (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 Underlying Basket
volatility, compounding will cause results for periods longer than a trading day
to vary from 200% of the performance of the Underlying Basket.
As
shown in the chart below, the Fund would be expected to lose 6.1% if the
Underlying Basket provided no return over a one year period during which the
Underlying Basket 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 Underlying Basket’s return is flat. For
instance, if the Underlying Basket’s annualized volatility is 100%, the Fund
would be expected to lose 63.2% of its value, even if the cumulative Underlying
Basket return for the year was 0%.
Areas shaded red (or dark gray) represent those scenarios where the Fund can be
expected to return less than 200% of the performance of the Underlying Basket
and those shaded green (or light gray) represent those scenarios where the Fund
can be expected to return more than 200% of the performance of the Underlying
Basket. The table below is not a representation of the Fund’s actual returns,
which may be significantly better or worse than the returns shown below as a
result of any of the factors discussed above. The volatility of exchange traded
securities or instruments that reflect the value of the Underlying Basket may
differ from the volatility of the value of the Underlying Basket.
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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% |
•Leverage
Risk.
The
Fund obtains investment exposure in excess of its net assets by utilizing
leverage and may lose more money in market conditions that are adverse to its
investment objective than a fund that does not utilize leverage. An investment
in the Fund typically results in the magnification of a decline in the daily
performance of the Underlying Basket, resulting in a larger loss being incurred
than if there was no leverage utilized. This means that an investment in the
Fund will be reduced by an amount
equal
to 2% for every 1% daily decline in the Underlying Basket, not including the
costs of financing leverage and other operating expenses, which would further
reduce its value. The Fund could lose an amount greater than its net assets in
the event of an Underlying Basket decline of more than 50% of the Underlying
Basket. This would result in a total loss of a shareholder’s investment in one
day even if the Underlying Basket subsequently reverses all or a portion of its
previous movement prior to the end of the day. A total loss of a shareholder’s
investment in the Fund may occur in a single day even if the Underlying Basket’s
value does not move fully opposite from the Fund’s investment objective.
Leverage will also have the effect of magnifying any differences in the Fund’s
correlation with the Underlying Basket and may increase the volatility of the
Fund.
Under
market circumstances that cause leverage to be expensive or unavailable, the
Fund may increase its transaction fee on creation unit transactions, change its
investment objective, reduce its leverage or close.
•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.
◦Swap
Agreements Risk.
Swap agreements are contracts among the Fund and a counterparty to exchange the
return of the pre-determined underlying investment (such as the rate of return
of the Underlying Basket). Swap agreements may be negotiated bilaterally and
traded OTC between two parties or, for certain standardized swaps, must be
exchange-traded through a FCM and/or cleared through a clearinghouse that serves
as a central counterparty. Swap agreements may be subject to fees and expenses,
and by investing in swaps indirectly through the Fund, a shareholder will bear
the expenses of such derivatives in addition to expenses of the Fund. Risks
associated with the use of swap agreements are different from those associated
with ordinary portfolio securities transactions, due in part to the fact they
could be considered illiquid and many swaps trade on the OTC market. Swaps are
particularly subject to counterparty credit, correlation, valuation, liquidity
and leveraging risks. While exchange trading and central clearing are intended
to reduce counterparty credit risk and increase liquidity, they do not make swap
transactions risk-free. Additionally, applicable regulators have adopted rules
imposing certain margin requirements, including minimums, on OTC swaps, which
may result in the Fund and its counterparties posting higher margin amounts for
OTC swaps, which could increase the cost of swap transactions to the Fund and
impose added operational complexity.
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 in implementing strategies for the Fund. The Fund
invests in complex instruments, including swap agreements. 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.
•Depositary
Receipt Risk. Depositary
receipts, including ADRs 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 are
similar to ADRs in that they are certificates evidencing ownership of shares of
a foreign issuer; however, GDRs 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.
•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.
•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.
•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 swap agreements to gain exposure
to the Underlying Basket without purchasing the Underlying Basket directly in
order to achieve its investment objective. Through these investments and related
arrangements, the Fund is exposed to the risk that the counterparty may be
unwilling or unable to make timely payments contemplated by such arrangements or
otherwise to meet its contractual obligations (i.e.,
counterparty credit risk). If the counterparty becomes bankrupt or defaults on
(or otherwise becomes unable or unwilling to perform) its payment or other
obligations to the Fund, the Fund may not receive the full amount it is entitled
to receive or may experience delays in recovering the collateral or other assets
held by, or on behalf of, the counterparty. If this occurs, the value of your
Shares in the Fund will decrease.
In
addition, the Fund may enter into swap agreements with a limited number of
counterparties, which may increase the Fund’s exposure to counterparty credit
risk. To the extent the Fund’s counterparties are concentrated in the financial
services sector, the Fund bears the risk that those counterparties may be
adversely affected by legislative or regulatory changes, adverse market
conditions, increased competition, and/or wide scale credit losses resulting
from financial difficulties or borrowers affecting that economic sector.
Further, there is a risk that no suitable counterparties will be willing to
enter into, or continue to enter into, transactions with the Fund and, as a
result, the Fund may not be able to achieve its investment
objective.
•Cybersecurity
Risk. Cybersecurity
incidents may allow an unauthorized party to gain access to Fund assets or
proprietary information, or cause the Fund, the Adviser 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, Authorized Participants (“APs”), the Fund’s primary
listing exchange, or the issuers of securities in which the Fund invests have
the ability to disrupt and negatively affect the Fund’s business operations,
including the ability to purchase and sell Shares, potentially resulting in
financial losses to the Fund and its shareholders.
•Daily
Underlying Basket Correlation Risk. A
number of factors may affect the Fund’s ability to achieve a high degree of
correlation with the Underlying Basket and therefore achieve its daily leveraged
investment objective. The Fund’s exposure to the Underlying Basket is impacted
by changes in the value of the Underlying Basket. Because of this, it is
unlikely that the Fund will be perfectly exposed to the Underlying Basket at the
end of each day. The possibility of the Fund being materially over- or
under-exposed to the Underlying Basket increases on days when the value of the
Underlying Basket is volatile near the close of the trading day.
Market
disruptions, regulatory restrictions, fees, expenses, transaction costs,
financing costs related to the use of derivatives, investments in ETFs, directly
or indirectly, accounting standards and their application to income items,
disruptions, illiquidity or high volatility in the markets for the securities or
derivatives held by the Fund, and regulatory and tax considerations, among other
factors, will also adversely affect the Fund’s ability to adjust exposure to
meet its daily leveraged investment objective. The Fund may be required to trade
more frequently or may refrain from taking certain positions to ensure
compliance with regulatory
restrictions
or to ensure qualification as a registered investment company or to improve tax
efficiency, or for other reasons, each of which may negatively impact the Fund’s
leveraged correlation to the Underlying Basket or increase its required
distributions.
The
derivatives or investments the Fund utilizes to obtain exposure may not provide
the expected correlation to the Underlying Basket, resulting in the Fund not
performing as expected. Additionally, the Fund may not have investment exposure
to all of the securities in the Underlying Basket. The Fund may also invest in
or have exposure to securities that are not included in the Underlying Basket.
The Fund may measure its correlation to the performance of one of more ETFs
rather than the Underlying Basket. The Fund may also be subject to large
movements of assets into and out of the Fund, potentially resulting in the Fund
being over- or under-exposed to the Underlying Basket and impacting the Fund’s
correlation to the value of the Underlying Basket.
Due
to the Underlying Basket including instruments that trade on a different market
than the Fund, the Fund's return may vary from a multiple of the performance of
the Underlying Basket because different markets may close before the national
securities listing exchange where Shares are listed opens or may not be open for
business on the same calendar days as the Fund. Additionally, due to differences
in trading hours, and because the value of the Underlying Basket may be
calculated using prices obtained at times other than the Fund's net asset value
calculation time or due to the fair valuation of Underlying Basket securities,
the Fund’s performance may not correlate with the Underlying
Basket.
•Early
Close/Trading Halt Risk. An
exchange or market may close or issue trading halts on specific investments, or
the ability to buy or sell certain securities or financial instruments may be
restricted, which may result in the Fund being unable to buy or sell certain
securities or financial instruments. In such circumstances, the Fund may be
unable to rebalance its portfolio, may be unable to accurately price its
investments, and/or may incur substantial trading losses.
•ETF
Risks. The
Fund is an ETF and, 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 [...] (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.
•Foreign
Withholding Tax Risk. Income
earned on foreign stocks and securities may be subject to foreign withholding
taxes, which could reduce the Fund’s returns. In particular, dividends paid by
Korean issuers are generally subject to Korean withholding tax (currently at a
rate of 22%, subject to reduction under applicable tax treaties). The Fund may
not be able to fully recover or offset such withholding taxes, and any such
taxes will reduce the Fund’s income and, accordingly, the amount of
distributions to shareholders.
•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.
•Leverage
Risk. The
Fund seeks to achieve and maintain the exposure to the price of the Underlying
Basket 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 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 prices generally, may fluctuate significantly in response to these
and other factors. As a result, an investor could lose money over short or long
periods of time. In addition, government actions or interventions (including,
but not limited, to the threat or imposition of tariffs, trade restrictions,
currency restrictions or similar actions) as well as developments related to
economic, political (including geopolitical), social, public health, market,
extreme weather, natural or man-made disasters, or other conditions or events
have in the past and may in the future result in volatility in financial markets
and reduced liquidity in equity, credit, and/or debt markets, which could
adversely impact the Fund and its investments and their value and performance.
These developments as well as other events could result in further market
volatility and negatively affect financial asset prices, the liquidity of
certain securities and the normal operations of securities exchanges and other
markets.
•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.
•Other
Investment Companies Risk.
The risks of investment in other investment companies, including ETFs, typically
reflect the risks of the types of instruments in which the investment companies
invest. By investing in another investment company, the Fund becomes a
shareholder of that investment company and bears its proportionate share of the
fees and expenses of the other investment company. The Fund will incur higher
and duplicative expenses when it invests in other investment companies, however,
the Adviser will not collect management fees for managing Fund assets directly
invested in affiliated ETFs; this waiver does not apply to indirect exposure
obtained through swap agreements or other derivative instruments referencing
affiliated ETFs. Investments in ETFs are also subject to the “ETF Risks”
described above.
•Volatility
Risk. The
value of certain of the Fund’s investments, including swaps, 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
|
|
|
|
|
|
| Investment
Adviser: |
Teucrium
Investment Advisors, LLC |
| Investment
Sub-Adviser: |
Wall
StreetX ETFs, Inc. DBA xETFs |
|
Portfolio
Managers: |
Springer
Harris, Joran Haugens and Christopher Small, each Portfolio Managers of
the Adviser, and Johnny Wu, CEO and Kenneth Wong, Chief Investment
Officer, each at the Sub-Adviser, are jointly and primarily responsible
for the day-to-day management of the Fund. Each Portfolio Manager has
served as a Portfolio Manager of the Fund since its inception in [...],
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 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
Each
Fund’s investment objective may be changed by the Board of Trustees of Listed
Funds Trust (the “Trust”) without shareholder approval upon written notice to
shareholders.
Investment
Objective for the Leveraged Fund
The
Leveraged Fund is designed to seek daily investment results, before fees and
expenses, that corresponds to two times (2x) the daily price performance of the
Underlying Basket. If, on a given day, the Underlying Basket’s price, in the
aggregate, gains 1%, the Leveraged Fund is designed to gain approximately 2%
(which is equal to two times 1%) that day. Conversely, if the Underlying
Basket’s price, in the aggregate, loses 1% on a given day, the Leveraged Fund is
designed to lose approximately 2% that day. The Leveraged 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.
Principal
Investment Strategies
Principal
Investment Strategies for the KSMH ETF
The
KSMH ETF has adopted a policy to invest, under normal circumstances at least 80%
of its net assets (plus borrowings for investment purposes) in equity securities
(which may include depositary receipts) of, or instruments (such as swap
agreements) that provide exposure to Korean Semiconductor Companies. For
purposes of compliance with this investment policy, derivative contracts (such
as swap agreements) will be valued at their notional value. The Fund may change
its 80% investment policy without shareholder approval upon 60 days’ notice to
shareholders.
Temporary
Defensive Positions
To
respond to adverse market, economic, political, or other conditions, the KSMH
ETF may invest up to 100% of its assets in a temporary defensive manner by
holding all or a substantial portion of its assets in cash, cash equivalents, or
other high quality short-term investments. Temporary defensive investments
generally may include short-term U.S. government securities, commercial paper,
bank obligations, repurchase agreements, money market fund shares, and other
money market instruments. The Fund also may invest in these types of securities
or hold cash while looking for suitable investment opportunities or to maintain
liquidity. In these circumstances, KSMH ETF may be unable to achieve its
investment objective.
Principal
Investment Strategies for the Leveraged Fund
The
Leveraged Fund has adopted a policy to invest, under normal circumstances, at
least 80% of the Fund’s net assets (plus any borrowings for investment purposes)
in securities and financial instruments that the Adviser and Sub-Adviser
believe, in combination, should produce daily returns consistent with the Fund’s
investment objective of seeking daily investment results, before fees and
expenses, that correspond to two times (2x) the daily price performance of the
Underlying Basket. The Fund may change its 80% investment policy without
shareholder approval upon 60 days’ notice to shareholders.
The
Leveraged Fund may invest in ETFs, including the KSMH ETF, or other products
managed by the Adviser and/or Sub-Adviser. Other ETFs in which the Fund may
invest can be expected to incur fees and expenses for operations, such as
management and administration fees, which would be in addition to those incurred
by the Fund, and which, with respect to ETFs managed or sponsored by the Adviser
and/or Sub-Adviser, will be received in full or in part by the Adviser or
Sub-Adviser, as applicable. Therefore, when choosing among potential ETFs, the
Adviser and Sub-Adviser face a conflict of interest because it may receive
additional fees when the Fund invests in ETFs that the Adviser and/or
Sub-Adviser manages or sponsors.
Section
12(d)(1) of the 1940 Act restricts investments by registered investment
companies in the securities of other investment companies, including Shares.
Registered investment companies are permitted to invest in a Fund beyond the
limits set forth in section 12(d)(1), subject to certain terms and conditions
set forth in SEC exemptive orders or rules.
The
Leveraged Fund may invest in swap agreements, the reference asset for which is
sponsored or managed by the Adviser or Sub-Adviser. The Fund’s valuation of such
investments may be based on or take into account the price or value of the
reference asset, which may be calculated or otherwise determined by the related
entity. The valuation of any such investment will comply with the requirements
of the 1940 Act and the Adviser’s valuation procedures as approved by the
Board.
The
Adviser and Sub-Adviser use a number of investment techniques in an effort to
achieve the stated investment objective for the Leveraged Fund. The Leveraged
Fund seeks two times (2x) the daily price performance of the Underlying Basket,
in the aggregate, on a given day. To do this, the Adviser and Sub-Adviser create
net “long” positions for the Leveraged Fund. Long positions move in the same
direction as the price of the security, advancing when the security’s price
advances and declining when such price declines.
In
seeking to achieve the Leveraged Fund’s investment objective, the Adviser and
Sub-Adviser use statistical and quantitative analysis to determine the
investments the Leveraged Fund makes and the techniques it employs. The Adviser
and Sub-Adviser rely upon a pre-determined model to generate orders that result
in repositioning a Leveraged Fund’s investments in accordance with its daily
leveraged investment objective. Using this approach, the Adviser and Sub-Adviser
determine the type, quantity and mix of investment positions
that
they believe in combination should produce daily returns consistent with the
Leveraged Fund’s investment objective. In general, if the Leveraged Fund is
performing as designed, the price performance of the Underlying Basket will
dictate the return for the Leveraged Fund. The Adviser and Sub-Adviser do not
invest the assets of the Leveraged Fund in securities, derivatives or other
investments based on the Adviser’s or Sub-Adviser’s view of the investment merit
of a particular security or instrument, nor does it conduct conventional
investment research or analysis or forecast market movements or trends. The
Leveraged Fund generally pursues its investment objective regardless of the
market conditions and does not take defensive positions.
The
Leveraged Fund has a clearly articulated daily leveraged investment objective
which requires the Leveraged Fund to seek economic exposure in excess of its net
assets (i.e.,
economic leverage). To meet its objectives, the Leveraged Fund invests in some
combination of swap agreements and Other Investments so that it generates
economic exposure consistent with the Leveraged Fund’s investment
objective.
The
Leveraged Fund may invest significantly in swap agreements to obtain economic
“leverage.” Leveraging allows the Fund to generate a greater positive or
negative return 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 each trading day, the Leveraged Fund will position its
portfolio to ensure that the Leveraged Fund’s exposure to the price of the
Underlying Basket, in the aggregate, is consistent with the Leveraged Fund’s
stated investment objective. The impact of market movements during the day
determines whether the portfolio needs to be repositioned. If the price of the
Underlying Basket, in the aggregate, has risen on a given day, the Leveraged
Fund’s net assets should rise, meaning its exposure will typically need to be
increased. Conversely, if the price of the Underlying Basket, in the aggregate,
has fallen on a given day, the Leveraged Fund’s net assets should fall, meaning
its exposure will typically need to be reduced.
The
Leveraged 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
securities held by the Fund.
If
the Leveraged Fund is unable to obtain sufficient leveraged exposure to the
securities in the Underlying Basket 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 and Sub-Adviser determine that the
requisite exposure to the securities of the Underlying Basket 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.
A
Cautionary Note to Investors Regarding Dramatic Price Movements
The
Leveraged Fund seeks daily exposure to the price performance of the securities
in the Underlying Basket equal to 200% of the Leveraged Fund’s net assets. As a
consequence, the Leveraged Fund could lose an amount greater than its net assets
in the event of a decline in the value of its Underlying Basket in excess of 50%
of the value of the Underlying Basket.
THE
RISK OF TOTAL LOSS EXISTS.
Understanding
the Risks and Long-Term Performance of Daily Objective Funds - the Impact of
Compounding
The
Leveraged Fund is designed to provide leveraged (2x) results on a daily basis.
The Leveraged Fund, however, is unlikely to provide a simple multiple
(i.e.,
2x) of the price performance of the Underlying Basket 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 security XYZ. On each day, fund XYZ performs in line with its objective (2x
the security price’s daily performance 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 security price. For the
five-day period, the price of security XYZ 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 two times the security price’s
return.
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Price
of Security XYZ |
Fund
XYZ |
|
Level |
Daily
Performance |
Daily
Performance |
Net
Asset Value |
| Start |
100 |
|
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$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 |
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| Day
5 |
105.1 |
3.8% |
7.5% |
$109.88 |
| Total
Return |
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5.1% |
9.9% |
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•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 prices of the of the securities in the Underlying Basket, in the
aggregate. In general, during periods of higher volatility in a security’s
price, compounding will cause longer term results to be less than the multiple
of the change in the security’s price. This effect becomes more pronounced as
volatility increases. Conversely, in periods of lower volatility in the
security’s price, fund returns over longer periods can be higher than the
multiple of the change in the security’s price. Actual results for a particular
period, before fees and expenses, are also dependent on the following factors:
a) the volatility of the security’s price; b) the change in the security’s
price; c) period of time; d) financing rates associated with derivatives; and e)
other fund expenses. The example above illustrates the impact of two principal
factors - security 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 Leveraged Fund should understand that they are
designed to provide a positive multiple of a benchmark’s price change for a
single day, not for any other period.
Additionally,
investors should recognize that the degree of volatility of a security price can
have a dramatic effect on a fund’s longer-term performance. The more volatile a
benchmark’s price is, the more a fund’s longer-term performance will negatively
deviate from a simple multiple (e.g.,
2x) of the benchmark price’s longer-term performance. The return of a fund for a
period longer than a single day is the result of its return for each day
compounded over the period and usually will differ in amount, and possibly even
direction, from the fund’s stated multiple times the price change of the fund’s
respective benchmark for the same period. For periods longer than a single day,
a fund will lose money if its benchmark price’s performance is flat over time,
and it is possible that the fund will lose money over time regardless of the
price change of its benchmark, as a result of daily rebalancing, the benchmark
price’s volatility, compounding and other factors. An investor in the Leveraged
Fund could potentially lose the full principal value of his/her investment
within a single day.
Principal
Investment Risks
An
investment in a Fund entails risks. A Fund could lose money, or its performance
could trail that of other investment alternatives. The following provides
additional information about each Fund’s principal risks. It is important that
investors closely review and understand these risks before making an investment
in a Fund. Each risk applies to each Fund unless otherwise specified. Each risk
summarized below is considered a “principal risk” of investing in the applicable
Fund, regardless of the order in which it appears.
•Semiconductor
Industry Risk.
Competitive pressures may have a significant effect on the financial condition
of companies in the semiconductor industry. Each Fund is subject to the risk
that companies that are in the semiconductor industry may be similarly affected
by particular economic or market events, which may, in certain circumstances,
cause the value of securities of all companies in the semiconductor industry of
the market to decrease. As product cycles shorten and manufacturing capacity
increases, these companies may become increasingly subject to aggressive
pricing, which hampers profitability. Each Fund is also subject to the risk that
the securities of such issuers will underperform the market as a whole due to
legislative or regulatory changes. Additionally, semiconductor companies are
vulnerable to wide fluctuations in securities prices due to rapid product
obsolescence. Many semiconductor companies may not successfully introduce new
products, develop and maintain a loyal customer base or achieve general market
acceptance for their products, and failure to do so could have a material
adverse effect on their business, results of operations and financial condition.
Reduced demand for end-user products, underutilization of manufacturing
capacity, limited personnel, periods of production shortages, significant price
erosion, a limited number of products, wide fluctuations in securities prices
due to risks of rapid obsolescence of products, economic performance of the
customers of semiconductor companies and other factors could adversely impact
the operating results of companies in the semiconductor industry. Semiconductor
companies typically face high capital costs, and such companies may need
additional financing, which may be difficult to obtain. Semiconductor companies
depend significantly on third-party suppliers and the availability of raw
materials and may be adversely affected by supply chain disruptions. In
addition, their capital equipment could suffer from rapid obsolescence. Some of
the companies involved in the semiconductor industry are also engaged in other
lines of business unrelated to the semiconductor business, and they may
experience problems with these lines of business, which could adversely affect
their operating results. The international operations of many semiconductor
companies expose them to risks
associated
with instability and changes in economic and political conditions, foreign
currency fluctuations, changes in foreign regulations, competition from
subsidized foreign competitors with lower production costs, tariffs and trade
disputes and other risks inherent to international business. The semiconductor
industry is highly cyclical, which may cause the operating results of many
semiconductor companies to vary significantly. Companies in the semiconductor
industry also may be subject to competition from new market entrants, both
domestically and internationally, including competition from foreign competitors
with lower production costs. The stock prices of companies in the semiconductor
industry have been and will likely continue to be extremely volatile compared to
the overall market.
Semiconductor
manufacturing processes are highly complex, costly and potentially vulnerable to
impurities and other disruptions that can significantly increase costs and delay
product shipments to customers. Many semiconductor companies rely on a single
supplier or a limited number of suppliers for the parts and raw materials used
in their products, and if quality parts and materials are not delivered by the
suppliers on a timely basis, these companies will not be able to manufacture and
deliver their products on a timely schedule which could adversely affect their
financial condition.
Semiconductor
design and process methodologies are subject to rapid technological change
requiring large expenditures for research and development in order to improve
product performance and increase manufacturing yields. Semiconductor companies
also may be subject to risks relating to research and development costs and the
availability and price of components. Many semiconductor companies have created
new technologies for the semiconductor sector and currently rely on a limited
number of customers as purchasers of their products and services. Semiconductor
companies rely on a combination of patents, trade secret laws and contractual
provisions to protect their technologies. Inability to adequately protect
proprietary rights may harm the competitive positions of many semiconductor
companies. Additionally, semiconductor companies may be subject to claims of
infringement of third-party intellectual property rights, which could adversely
affect their business. Many semiconductor companies are dependent on their
ability to continue to attract and retain highly skilled technical and
managerial personnel to develop and generate their business.
Certain
companies in which each Fund may invest are non-U.S. issuers whose securities
are listed on U.S. exchanges. These securities involve risks beyond those
associated with investments in U.S. securities, including greater market
volatility, higher transactional costs, the possibility that the liquidity of
such securities could be impaired because of future political and/or economic
developments, taxation by foreign governments, political instability, the
possibility that foreign governmental restrictions may be adopted which might
adversely affect such securities and that the selection of such securities may
be more difficult because there may be less publicly available information
concerning such non-U.S. issuers or the accounting, auditing and financial
reporting standards, practices and requirements applicable to non-U.S. issuers
may differ from those applicable to U.S. issuers.
•Risk
of Investing in South Korea.
Investments in South Korean issuers involve risks that are specific to South
Korea, including legal, regulatory, political, currency, security and economic
risks. Substantial political tensions exist between North Korea and South Korea.
Escalated tensions involving the two nations and the outbreak of hostilities
between the two nations, or even the threat of an outbreak of hostilities, could
have a severe adverse effect on the South Korean economy.
In
addition, South Korean issuers are often part of large, family-controlled
business groups known as “chaebols,” which may present unique corporate
governance risks. These risks may include complex ownership structures,
cross-shareholdings among affiliated entities and the concentration of control
within a small group of controlling shareholders. As a result, corporate
decision-making may be influenced by the interests of controlling shareholders
and may not always align with the interests of minority
shareholders.
South
Korea’s economic growth potential has recently been on a decline because of a
rapidly aging population and structural problems, among other factors. The South
Korean economy is heavily reliant on trading exports and disruptions or
decreases in trade activity could lead to further declines.
•Single
Country Risk
- Because the Funds may invest a significant portion of its assets in companies
in a specific country and region, each Fund is subject to greater risks of
adverse developments in that country, region and/or the surrounding regions than
a fund that is more broadly diversified geographically. Political, social or
economic disruptions in the country or region, even in countries in which a Fund
is not invested, may adversely affect the value of investments held by a
Fund.
•Foreign
Custody and Settlement Risk.
Foreign custody risk refers to the risks inherent in the process of clearing and
settling trades and to the holding of securities, cash and other assets by local
banks, agents and depositories in securities markets outside the United States.
Low trading volumes and volatile prices in less developed markets make trades
harder to complete and settle, and governments or trade groups may compel local
agents to hold securities in designated depositories that may not be subject to
independent evaluation. Local agents are held only to the standards of care of
their local markets, and thus may be subject to limited or no government
oversight. In an extreme case, the fund’s securities may be misappropriated or
the fund may be unable to sell its securities. In general, the less developed a
country’s securities market is, the greater the likelihood of custody problems.
Settlement of trades in these markets can take longer than in other markets and
each Fund may not receive its proceeds from the sale of certain securities for
an extended period (possibly several weeks or even longer).
•U.S.-China
Chip-Related Export Restrictions Risk.
The United States, China, and other jurisdictions maintain export control,
trade, and economic sanctions regimes that restrict the transfer of certain
semiconductors, related equipment, software, and technologies. In recent years,
the United States and other governments have imposed, and may continue to
expand, restrictions on the export of advanced chips, semiconductor
manufacturing equipment, computing power, or related technologies to China and
China‑based entities. Such measures may adversely affect companies in which the
Fund invests by limiting access to key customers, disrupting supply chains,
constraining end‑market demand, or increasing compliance costs. These
restrictions could negatively impact the revenues, profitability, competitive
position, and growth prospects of companies in which the Fund
invests.
•Currency
Exchange Rate Risk.
Each Fund invests in securities denominated in South Korean won. Investments
denominated in non-U.S. currencies and investments in securities denominated or
quoted in non‑U.S. currencies, currency exchange rates or interest rates are
subject to non-U.S. currency risk. Changes in currency exchange rates and the
relative value of non-U.S. currencies will affect the value of each Fund’s
investment and the value of your Fund shares. Because each Fund’s net asset
value is determined on the basis of U.S. dollars, the U.S. dollar value of your
investment in a Fund may go down if the value of the local currency of the
non-U.S. markets in which such Fund invests depreciates against the U.S. dollar.
This is true even if the local currency value of securities in each Fund’s
holdings goes up. Conversely, the U.S. dollar value of your investment in a Fund
may go up if the value of the local currency appreciates against the U.S.
dollar.
The
remaining principal risks are presented in alphabetical order to facilitate
finding particular risks and comparing them with those of other
funds.
•Active
Management Risk. Each
Fund is actively managed and may not meet its investment objective based on the
Adviser’s success or failure in implementing strategies for the Fund. The Fund
invests in complex instruments, including swap agreements. 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 (Leveraged
Fund only).
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 AP
transaction fee.
•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 a Fund. Each Fund generally enters into derivatives transactions,
such as swap agreements, with counterparties such that either party can
terminate the contract without penalty prior to the termination date. Each 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 such Fund is insufficient, or if there are
delays in such Fund’s ability to access such collateral. If the counterparty
becomes bankrupt or defaults on its payment obligations to a Fund, such 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 such Fund may decline. Such Fund also may not be able to exercise remedies,
such as the termination of transactions, netting of obligations, and realization
on collateral, if such remedies are stayed or eliminated under special
resolutions adopted in the United States, the European Union, and various other
jurisdictions. European Union rules and regulations intervene when a financial
institution is experiencing financial difficulties and could reduce, eliminate,
or convert a counterparty’s obligations to a Fund to equity (sometimes referred
to as a “bail-in”).
Each
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 each Fund transacts. Each 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 such 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, such Fund will be exposed to the
risks described above. If a counterparty’s credit rating declines, a Fund may be
subject to a bail-in, as described above.
In
addition, each Fund may enter into swap agreements with a limited number of
counterparties, which may increase such Fund’s exposure to counterparty credit
risk. To the extent a Fund’s counterparties are concentrated in the financial
services sector, such Fund bears the risk that those counterparties may be
adversely affected by legislative or regulatory changes, adverse market
conditions, increased competition, and/or wide scale credit losses resulting
from financial difficulties or borrowers affecting the
sector.
There is a risk that no suitable counterparties are willing to enter into, or
continue to enter into, transactions with a Fund and, as a result, such Fund may
not be able to achieve its investment objective. Additionally, although a
counterparty to a centrally cleared swap agreement is often backed by a FCM or a
clearing organization that is further backed by a group of financial
institutions, there may be instances in which a FCM or a clearing organization
would fail to perform its obligations, causing significant losses to a Fund. The
markets for certain derivatives, including those located in certain foreign
countries, are relatively new and still developing, which may expose each Fund
to increased counterparty credit and liquidity risks.
•Cybersecurity
Risk.
With the increased use of technologies such as the Internet and the dependence
on computer systems to perform business and operational functions, funds (such
as the Funds) 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 each 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 a Fund, the Adviser, or a Fund’s other
service providers, market makers, APs, a 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 a Fund
and its shareholders. For instance, cyber-attacks or technical malfunctions may
interfere with the processing of shareholder or other transactions, affect a
Fund’s ability to calculate its NAV, cause the release of private shareholder
information or confidential Fund information, impede trading, cause reputational
damage, and subject such 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 each Fund inaccessible or inaccurate or incomplete. Each Fund
also may incur substantial costs for cybersecurity risk management to prevent
cyber incidents in the future. Each Fund and its respective shareholders could
be negatively impacted as a result.
•Daily
Correlation/Tracking Risk (Leveraged
Fund Only).
There
is no guarantee that the Fund will achieve a high degree of correlation to the
applicable Underlying Basket’s price and therefore achieve its daily leveraged
investment objective. To achieve a high degree of correlation with the
Underlying Basket’s price performance, the Fund seeks to rebalance its portfolio
daily to keep leverage consistent with its daily leveraged investment objective.
In addition, the Fund’s exposure to the security price is impacted by the
security price’s movement. Because of this, it is unlikely that the Fund will be
perfectly exposed to the security price at the end of each day. The possibility
of the Fund being materially over- or under-exposed to the security price
increases on days when the security 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 leveraged investment objective due
to fees, expenses, transaction costs, financing costs related to the use of
derivatives, investments in exchange-traded products, directly or indirectly,
income items, valuation methodology, accounting standards and disruptions or
illiquidity in the markets for the securities or derivatives held by the Fund.
The Fund may be subject to large movements of assets into and out of the Fund,
potentially resulting in the Fund being over- or under-exposed to the security
price. The Fund may take or refrain from taking positions to improve the tax
efficiency or to comply with various regulatory restrictions, either of which
may negatively impact the Fund’s correlation to the security price.
•Derivatives
Risk.
A Fund’s derivative investments have risks, including the imperfect correlation
between the value of such instruments and the underlying assets; the loss of
principal, including the potential loss of amounts greater than the initial
amount invested in the derivative instrument; and illiquidity of the derivative
investments. The derivatives used by a Fund may give rise to a form of leverage.
Leverage magnifies the potential for gain and may result in greater losses,
which in some cases may cause a Fund to liquidate other portfolio investments at
inopportune times (e.g., at a loss to comply with limits on leverage imposed by
the 1940 Act or when the Adviser otherwise would have preferred to hold the
investment) or to meet redemption requests. Certain of a Fund’s transactions in
derivatives could also affect the amount, timing, and character of distributions
to shareholders, which may result in such Fund realizing more short-term capital
gain and ordinary income subject to tax at ordinary income tax rates than it
would if it did not engage in such transactions, which may adversely impact such
Fund’s after-tax returns. To the extent a Fund invests in such derivative
instruments, the value of such Fund’s portfolio is likely to experience greater
volatility over short-term periods.
◦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 an FCM or swap
execution facility and/or cleared through a clearinghouse that serves as a
central counterparty. In a standard swap transaction, two parties agree to
exchange the returns (or differentials in rates of return) earned or realized on
particular predetermined investments or instruments. A Fund may enter into swap
agreements, including, but not limited to total return swaps, index swaps,
interest rate swaps, municipal market data rate locks, and credit default swaps.
A Fund may utilize swap agreements in an attempt to gain exposure to certain
securities without purchasing those securities to speculate on the movement of
such securities or to hedge a position. Swap agreements may be subject to fees
and expenses, and by
investing
in swaps indirectly through the Fund, a shareholder will bear the expenses of
such derivatives in addition to expenses of the Fund. Risks associated with the
use of swap agreements are different from those associated with ordinary
portfolio securities transactions, largely due to the fact they could be
considered illiquid and many swaps currently trade on the OTC market. Swaps are
particularly subject to counterparty credit, correlation, valuation, liquidity
and leveraging risks and could result in substantial losses to a
Fund.
The
CFTC and other applicable regulators have adopted rules imposing certain margin
requirements, including minimums, on OTC swaps, which may result in a Fund and
its counterparties posting higher margin amounts for OTC swaps, which could
increase the cost of swap transactions to a Fund and impose added operational
complexity.
•Depositary
Receipt Risk.
Each Fund may hold the securities of non-U.S. companies in the form of
depositary receipts, including ADRs 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. GDRs are similar to ADRs,
but may be issued in bearer form and are typically offered for sale globally and
held by a foreign branch of an international bank. 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 Underlying Shares in a 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 such
Fund’s portfolio. In addition, because the Underlying Shares trade on foreign
exchanges at times when the U.S. markets are not open for trading, the value of
the Underlying 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.
•Early
Close/Trading Halt Risk.
An exchange or market may close or issue trading halts on specific investments,
or the ability to buy or sell certain securities or financial instruments may be
restricted, which may result in a Fund being unable to buy or sell certain
securities or financial instruments. In such circumstances, a Fund may be unable
to rebalance its portfolio, may be unable to accurately price its investments,
and/or may incur substantial trading losses.
•Effects
of Compounding and Market Volatility Risk (Leveraged Fund Only).
The Leveraged 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
the Underlying Basket price’s performance times the stated multiple in the
Fund’s investment objective, before fees and expenses. Compounding affects all
investments, but has a more significant impact on leveraged funds and funds that
rebalance daily.
Over
time, the cumulative percentage increase or decrease in the value of a Leveraged
Fund’s portfolio may diverge significantly from the cumulative percentage
increase or decrease in 200% of the return of the price of the applicable
Underlying Basket 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 the Underlying Basket
price’s change in a trendless or flat market.
The
chart below provides examples of how Underlying Basket price volatility could
affect the Fund’s performance. The chart illustrates the impact of two factors
that affect the Fund’s performance: volatility in the Underlying Basket price
and the Underlying Basket’s price performance. Price performance shows the
percentage change in the Underlying Basket’s price over the specified time
period, while Underlying Basket price volatility is a statistical measure of the
magnitude of fluctuations in the returns during that time period. As illustrated
below, even if the Underlying Basket price performance over two equal time
periods is identical, different price volatility (i.e.,
fluctuations in the price changes) 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) Underlying Basket price
volatility; b) Underlying Basket price performance; c) period of time; d)
financing rates associated with leveraged exposure; and e) other Fund expenses.
The chart below illustrates the impact of two principal factors - Underlying
Basket price volatility and Underlying Basket price performance - on Fund
performance. The chart 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
referenced Underlying Basket; (ii) there were no Fund expenses; and (iii)
borrowing/lending rates of 0%. If Fund expenses and/or actual borrowing/lending
rates were reflected, the estimated returns would be worse than those
shown.
As
shown below, a Leveraged Fund would be expected to lose 6.1% if the Underlying
Basket price did not change over a one year period during which the Underlying
Basket price experienced annualized volatility of 25%. If the Underlying Basket
price’s annualized volatility were to rise to 75%, the hypothetical loss for a
one year period widens to approximately 43% for the Leveraged Fund. At higher
ranges of volatility, there is a chance of a significant loss of value even if
the Underlying Basket price is flat. For instance, if the Underlying Basket
price’s annualized volatility is 100%, it is likely that the Leveraged Fund
would lose
63.2%
of its value, even if the Underlying Basket price’s cumulative return for the
year was only 0%. The volatility of instruments that reflect the price of the
Underlying Basket may differ from the volatility of the Leveraged Fund’s
reference Underlying Basket.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 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% |
Holding
an unmanaged position opens the investor to the risk of market volatility
adversely affecting the performance of the investment. The Leveraged 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 Leveraged Fund
is designed as a short-term trading vehicle for investors who intend to actively
monitor and manage their portfolios.
•ETF
Risks. Each
Fund is an ETF and, as a result of its structure, is exposed to the following
risks:
◦Authorized
Participants, Market Makers, and Liquidity Providers Concentration Risk.
Each
Fund has a limited number of financial institutions that may act as APs. In
addition, there may be a limited number of market makers and/or liquidity
providers in the marketplace. Shares may trade at a material discount to NAV and
possibly face delisting if either: (i) APs exit the business or otherwise become
unable to process creation and/or redemption orders and no other APs step
forward to perform these services, or (ii) market makers and/or liquidity
providers exit the business or significantly reduce their business activities
and no other entities step forward to perform their functions.
◦Costs
of Buying or Selling Shares Risk. Investors
buying or selling Shares in the secondary market will pay brokerage commissions
or other charges imposed by brokers, as determined by that broker. Brokerage
commissions are often a fixed amount and may be a significant proportional cost
for investors seeking to buy or sell relatively small amounts of Shares. In
addition, secondary market investors also will incur the cost of the difference
between the price at which an investor is willing to buy Shares (the “bid”
price) and the price at which an investor is willing to sell Shares (the “ask”
price). This difference in bid and ask prices is often referred to as the
“spread” or “bid/ask spread.” The bid/ask spread varies over time for Shares
based on trading volume and market liquidity and is generally lower if Shares
have more trading volume and market liquidity and higher if Shares have little
trading volume and market liquidity. Further, a relatively small investor base
in a Fund, asset swings in a Fund, and/or increased market volatility may cause
increased bid/ask spreads. Due to the costs of buying or selling Shares,
including 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
each 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 each Fund may trade on foreign exchanges that are closed when each
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.
•Foreign
Withholding Tax Risk.
The Funds’ investments in foreign securities may be subject to foreign
withholding and other taxes imposed by foreign countries on income, including
dividends. For example, dividends paid by Korean issuers are generally subject
to Korean withholding tax, currently at a rate of 22%, unless a reduced rate
applies under an applicable income tax treaty.
Each
Fund’s ability to recover or reduce such withholding taxes will depend on
applicable law and the Fund’s specific circumstances, and there can be no
assurance that a Fund will be able to obtain a reduced rate or a refund of any
withholding taxes imposed. Any such taxes will reduce a Fund’s return on its
investments. In addition, shareholders may not be able to claim a credit or
deduction on their own tax returns with respect to their pro rata share of such
withholding taxes.
Investors
should consult their own tax advisers regarding the tax consequences of an
investment in the Funds, including the possible impact of foreign withholding
taxes.
•High
Portfolio Turnover Risk
(Leveraged
Fund only).
The Leveraged Fund expects to engage in frequent trading as part of its
investment strategy. In particular, the Leveraged Fund will periodically
rebalance its exposure through swap agreements in order to maintain its targeted
daily leveraged investment objective. This rebalancing is expected to occur on a
regular basis, and may result in a high level of portfolio
turnover.
A
higher portfolio turnover rate may result in increased transaction costs (which
may be borne by the Leveraged Fund) and may cause the Leveraged Fund to realize
greater amounts of taxable gains. These costs and tax effects could adversely
affect the Leveraged Fund’s performance.
•Intra-Day
Investment Risk (Leveraged
Fund only).
The
Fund seeks daily leveraged investment results, which should not be equated with
seeking an investment objective for shorter than a day. Thus, an investor who
purchases Fund shares after close of the markets on one trading day and before
the close of the markets on the next trading day will likely have more, or less,
than two times (2x) the leveraged investment exposure to the Underlying Basket
price, depending upon the movement of the Underlying Basket price from the end
of one trading day until the time of purchase. If the Underlying Basket price
moves in a direction favorable to the Fund, the investor will receive less than
two times (2x) the exposure to the Underlying Basket price. Conversely, if the
Underlying Basket price moves in a direction adverse to the Fund, the investor
will receive exposure to the Underlying Basket price greater than two times
(2x). 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 Underlying Basket price’s performance.
If
there is a significant intra-day market event and/or the Underlying Basket’s
price experience 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 NYSE Arca, Inc. and incur significant
losses.
•Leverage
Risk (Leveraged
Fund only).
The Leveraged Fund seeks to achieve and maintain exposure to the price of the
Underlying Basket by using leverage inherent in swap agreements and other
derivative instruments. Therefore, the Leveraged Fund is subject to leverage
risk. When the Leveraged Fund enters into transactions involving derivatives or
otherwise obtains exposure to the Underlying Basket without investing an amount
equal to the full economic exposure of such transactions, it creates
leverage.
The
use of leverage can magnify gains and losses, and may cause the Leveraged Fund
to be more volatile than funds that do not use leverage. As a result, even a
small movement in the value of the Underlying Basket may result in significant
losses to the Leveraged Fund, and the Leveraged Fund could lose more than its
initial investment. Swap and other derivative transactions involve a degree of
leverage and, accordingly, may expose the Leveraged Fund to greater risk than if
it did not use such instruments.
•Liquidity
Risk. Liquidity
risk exists when particular investments are difficult to purchase or sell. To
the extent a Fund invests in illiquid investments or investments that become
less liquid, such investments may have a negative effect on the returns of such
Fund, because the Fund may be unable to sell the illiquid investments at an
advantageous time or price. To the extent that a Fund’s principal investment
strategies involve investing in securities with substantial market and/or credit
risk, the Fund will tend
to
have the greatest exposure to liquidity risk. Liquid investments may become
illiquid after purchase by a Fund, particularly during periods of market
turmoil. Illiquid investments may be harder to value, especially in changing
markets, and if a 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 a 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, affecting (or that are perceived to
affect) individual companies or issuers, particular industries, or the market
generally. Such developments may include real or perceived changes in prevailing
interest rates, changes in inflation rates or expectations about inflation
rates, deflation, adverse investor confidence or sentiment, general outlook for
corporate earnings, changing economic, political (including geopolitical),
social or financial market conditions, bank failures, actual or threatened
imposition of tariffs (which may be imposed by U.S. and foreign governments) and
trade disruptions, recession, changes in currency and inflation rates, increased
instability or general uncertainty, environmental or natural disasters, extreme
weather or geological events, governmental actions, public health emergencies
(such as the spread of infectious diseases, pandemics and epidemics), debt
crises, terrorism, actual or threatened wars or other armed conflicts (such as
the armed conflicts across the Middle East and ongoing Russia-Ukraine war in
Europe, and the risk of expansion or collateral economic and other effects
thereof) or ratings downgrades, technological developments (including those
related to artificial intelligence) or failures (for example, widespread system
outages or disruptions or faulty updates to software applications) and other
similar events, each of which may be temporary or last for extended periods. For
example, the threat or actual imposition of tariffs, trade restrictions,
currency restrictions or similar actions (or retaliatory measures taken in
response to such actions) could adversely affect the Fund’s investments,
including by leading to price volatility, overall declines in the U.S. and
global investment markets, reduced liquidity and investment losses. These events
have caused, and may in the future cause, significant disruptions to business
operations, strained healthcare systems, disruptions to supply chains, large
expansion of government deficits and debt as a result of government actions to
mitigate the effects of such events, and widespread uncertainty regarding the
long-term effects of such events. Such events may cause the value of securities
owned by 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 a Fund. These events may lead to periods
of volatility and increased redemptions, which could cause a Fund to experience
a loss when selling securities to meet redemption requests by shareholders. The
risk of loss increases if the redemption requests are unusually large or
frequent. Markets also tend to move in cycles, with periods of rising and
falling prices. If there is a general decline in the securities and other
markets, your investment in a Fund may lose value, regardless of the individual
results of the securities and other instruments in which the Fund
invests.
These
or similar events could be prolonged and could adversely affect the value and
liquidity of a Fund’s investments, impair a Fund’s ability to satisfy redemption
requests, and negatively impact a Fund’s performance. Furthermore, economies and
financial markets throughout the world are becoming increasingly interconnected.
As a result, whether or not a Fund invests in securities of issuers located in
or with significant exposure to countries experiencing economic and financial
difficulties, the value and liquidity of the Fund’s investments may be
negatively affected.
•New
Fund Risk. Each
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 each
Fund against one or more comparable funds on the basis of relative performance
until such Fund has established a track record.
•Non-Diversification
Risk. Because
each 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, each 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 such
Fund’s volatility and cause the performance of a relatively small number of
issuers to have a greater impact on the Fund’s performance.
•Other
Investment Companies Risk.
Each Fund may invest in shares of other investment companies, such as ETFs. The
risks of investment in these securities typically reflect the risks of the types
of instruments in which the investment company invests. When a Fund invests in
investment company securities, shareholders of such Fund bear indirectly their
proportionate share of their fees and expenses, as well as their share of such
Fund’s fees and expenses. As a result, an investment by a Fund in an investment
company could cause such Fund’s operating expenses (taking into account indirect
expenses such as the fees and expenses of the investment company) to be higher
and, in turn, performance to be lower than if it were to invest directly in the
instruments underlying the investment company. Investments in ETFs are also
subject to the “ETF Risks” described above.
•Volatility
Risk. The
value of certain of the Funds’ investments is subject to market risk. Market
risk is the risk that the value of the investments to which each Fund is exposed
will fall, which could occur due to general market or economic conditions or
other factors.
•Whipsaw
Markets Risk. Each
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 such Fund.
PORTFOLIO
HOLDINGS INFORMATION
Information
about the Funds’ daily portfolio holdings is available at www.teucrium.com. A
complete description of the Funds’ policies and procedures with respect to the
disclosure of the Funds’ portfolio holdings is available in the Fund’s SAI.
MANAGEMENT
Investment
Adviser
Teucrium
Investment Advisors, LLC, located at Three Main Street, Suite 215, Burlington,
Vermont 05401, serves as the investment adviser for the Funds. The Adviser,
subject to the general supervision and oversight of the Board, provides an
investment management program for the Funds and manages the day-to-day
investment of the Funds’ assets. The Adviser also arranges for transfer agency,
custody, fund administration, distribution and all other services necessary for
the Funds to operate. The Adviser is an SEC-registered investment adviser wholly
owned by Teucrium Trading, LLC.
The
Adviser continuously reviews, supervises, and administers each Fund’s investment
program. The Board supervises the Adviser and establishes policies that the
Adviser must follow in its day-to-day management activities. For the services it
provides to the Funds, the Adviser is entitled to a unified management fee,
which is calculated daily and paid monthly, at an annual rate based on each
Fund’s average daily net assets as set forth in the table below.
|
|
|
|
|
|
| Fund |
Management
Fee |
| KSMH
ETF |
[...]%1 |
| Leveraged
Fund |
[...]% |
1.The
Adviser has contractually agreed to reduce the Fund’s management fee from [...]%
to [...]% of its average daily net assets for successive one-year periods,
currently until at least [...], 2028. This agreement may be terminated only by,
or with the consent of, the Board.
Pursuant
to an investment advisory agreement between the Trust, on behalf of the Funds,
and the Adviser (the “Advisory Agreement”), the Adviser has agreed to pay all
expenses of the Funds except the fee payable to the Adviser under the Advisory
Agreement, interest charges on any borrowings, dividends and other expenses on
securities sold short, taxes, brokerage commissions and other expenses incurred
in placing orders for the purchase and sale of securities and other investment
instruments, acquired fund fees and expenses, accrued deferred tax liability,
extraordinary expenses, and distribution fees and expenses paid by the Trust
under any distribution plan adopted pursuant to Rule 12b-1 under the 1940 Act.
A
discussion of the basis for the Board’s approval of the Funds’ Investment
Advisory Agreement will be available in the Funds’ first Form N-CSR filing with
the SEC.
Investment
Sub-Adviser
WallStreetX
ETFs, Inc. d/b/a xETFs, a Delaware corporation located at 170 East 87th Street,
New York, New York 10128, serves as the investment sub-adviser for the Funds,
pursuant to an investment sub-advisory agreement between the Trust, on behalf of
the Fund, the Adviser, and the Sub-Adviser (the “Sub-Advisory Agreement”. The
Sub-Adviser was founded in 2025, and became registered with the SEC as an
investment adviser in January 2026. As of [...], 2026, the Sub-Adviser had
approximately $[...] in assets under management.
With
respect to the KSMH ETF, the Sub-Adviser is responsible for the day-to-day
management of the Fund’s portfolio, including determining the securities and
financial instruments purchased and sold by the Fund, subject to the supervision
of the Adviser and the Board. With respect to the Leveraged Fund, the
Sub-Adviser is jointly responsible for the day-to-day management of the Funds’
portfolios, including determining the securities purchased and sold by the
Funds, subject to the supervision of the Adviser and the Board. For its
services, the Sub-Adviser is entitled to a fee paid by the Adviser from its
management fee, which fee is calculated daily and paid monthly, at an annual
rate based on the accumulative average daily net assets of the Fund, and subject
to a minimum annual fee of [...]%.
A
discussion of the basis for the Board’s approval of the Funds’ Sub-Advisory
Agreement will be available in the Funds’ first Form N-CSR filing with the
SEC.
Portfolio
Managers
The
individuals identified below are jointly and primarily responsible for the
day-to-day management of the Funds’ 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.
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.
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.
Johnny
Wu is the CEO of xETFs, which he founded in 2025. Prior to xETFs, Mr. Wu founded
Quartzy Capital Advisors in 2020 to provide consulting and product development
advice to financial institutions. Previously, Mr. Wu founded and ran a
volatility arbitrage hedge fund from 2019-2020. From 2005-2017, Mr. Wu worked at
Barclays where he rose to Managing Director and led a Cross Asset Derivatives
Solutions team in New York responsible for designing and marketing
derivatives-based products to investors. Mr. Wu has a B.A. and an M.B.A. from
Columbia University.
Kenneth
Wong joined xETFs in September 2025 as Chief Investment Officer and Co-Founder.
Previously, Mr. Wong was at BlackRock from 2019 to 2025, where he focused on
researching and developing new ETF products across Equities, Derivatives, and
Alternatives. Before joining Blackrock, from 2016 to 2019, Mr. Wong worked in
Equity Capital Markets at Lazard, advising corporate clients on capital
structure and strategic financing solutions. Prior to that, he was part of
Deutsche Bank’s Equity Derivatives Structuring team from 2008-2016, designing
bespoke investment strategies for both retail and institutional investors. Mr.
Wong has a B.A. from Stanford University and is a CFA charter
holder.
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.
Fund
Sponsor
The
Adviser has entered into an agreement with the Sub-Adviser pursuant to which the
Sub-Adviser has agreed to provide certain support services to the Adviser,
including the payment of certain of the Adviser’s expenses, and the Adviser has
agreed to pay the Sub-Adviser from the Adviser’s revenues a fee based on the
assets of the Fund which are in addition to the fees paid pursuant to the
Sub-Advisory Agreement.
Other
Service Providers
PINE
Distributors LLC, (the “Distributor”), located at 501 South Cherry Street, Suite
610, Denver, Colorado 80246, serves as distributor and principal underwriter to
the Funds. The Distributor will not distribute Shares in less than whole
Creation Units, and it does not maintain a secondary market in the Shares. The
Distributor is a broker-dealer registered under the Securities Exchange Act of
1934 and a member of the Financial Industry Regulatory Authority, Inc.
(“FINRA”). The Distributor has no role in determining the policies of the Funds
or the securities that are purchased or sold by a Fund and is not affiliated
with the Adviser, Sub-Adviser, or any of their respective
affiliates.
U.S.
Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services,
located at 615 East Michigan Street, Milwaukee, Wisconsin 53202, serves as the
administrator and transfer agent for the Funds.
U.S.
Bank National Association, located at 1555 North Rivercenter Drive, Suite 302,
Milwaukee, Wisconsin 53212, serves as the custodian for the Funds.
Morgan,
Lewis & Bockius LLP, located at 1111 Pennsylvania Avenue, N.W., Washington,
D.C. 20004, serves as legal counsel to the Trust.
[
], located at [ ], serves as the Funds’ independent registered public accounting
firm. The independent registered public accounting firm is responsible for
auditing the annual financial statements of the Funds.
HOW
TO BUY AND SELL SHARES
Each
Fund issues and redeems Shares only in Creation Units at the NAV per share next
determined after receipt of an order from an AP. Only APs may acquire Shares
directly from a Fund, and only APs may tender their Shares for redemption
directly to a Fund, at NAV. APs must be a member or participant of a clearing
agency registered with the SEC and must execute a Participant Agreement
that
has been agreed to by the Distributor, and that has been accepted by the Funds’
transfer agent, with respect to purchases and redemptions of Creation Units.
Once created, Shares trade in the secondary market in quantities less than a
Creation Unit.
Most
investors buy and sell Shares in secondary market transactions through brokers.
Individual Shares are listed for trading on the secondary market on the Exchange
and can be bought and sold throughout the trading day like other publicly traded
securities.
When
buying or selling Shares through a broker, you will incur customary brokerage
commissions and charges, and you may pay some or all of the spread between the
bid and the offer price in the secondary market on each leg of a round trip
(purchase and sale) transaction. In addition, because secondary market
transactions occur at market prices, you may pay more than NAV when you buy
Shares and receive less than NAV when you sell those Shares.
Book
Entry
Shares
are held in book-entry form, which means that no stock certificates are issued.
The Depository Trust Company (the “DTC”) or its nominee is the record owner of
all outstanding Shares.
Investors
owning Shares are beneficial owners as shown on the records of DTC or its
participants. DTC serves as the securities depository for all Shares. DTC’s
participants include securities brokers and dealers, banks, trust companies,
clearing corporations and other institutions that directly or indirectly
maintain a custodial relationship with DTC. As a beneficial owner of Shares, you
are not entitled to receive physical delivery of stock certificates or to have
Shares registered in your name, and you are not considered a registered owner of
Shares. Therefore, to exercise any right as an owner of Shares, you must rely
upon the procedures of DTC and its participants. These procedures are the same
as those that apply to any other securities that you hold in book entry or
“street name” through your brokerage account.
Frequent
Purchases and Redemptions of Shares
The
Funds impose no restrictions on the frequency of purchases and redemptions of
Shares. In determining not to approve a written, established policy, the Board
evaluated the risks of market timing activities by Fund shareholders. Purchases
and redemptions by APs, who are the only parties that may purchase or redeem
Shares directly from the Funds, are an essential part of the ETF process and
help keep Share trading prices in line with NAV. As such, the Funds accommodate
frequent purchases and redemptions by APs. However, frequent purchases and
redemptions for cash may increase tracking error and portfolio transaction costs
and lead to the realization of capital gains. The Funds’ fair valuation of their
holdings consistent with the 1940 Act and Rule 2a-5 thereunder and their ability
to impose transaction fees on purchases and redemptions of Creation Units to
cover the custodial and other costs incurred by the Funds in effecting trades
help to minimize the potential adverse consequences of frequent purchases and
redemptions.
Determination
of Net Asset Value
Each
Fund’s NAV is calculated as of the scheduled close of regular trading on the New
York Stock Exchange (the “NYSE”), generally 4:00 p.m. Eastern Time, each day the
NYSE is open for business. The NAV for a Fund is calculated by dividing the
applicable Fund’s net assets by its Shares outstanding.
In
calculating its NAV, each Fund generally values its assets 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. For example, a
Fund generally values equity securities at their readily available market
quotations. If such information is not available for an investment held by a
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 Funds
pursuant to Rule 2a-5 under the 1940 Act. In its capacity as valuation designee,
the Adviser has adopted procedures and methodologies to fair value Fund
investments whose market prices are not “readily available” or are deemed to be
unreliable. For example, such circumstances may arise when: (i) an investment
has been de-listed or has had its trading halted or suspended; (ii) an
investment’s primary pricing source is unable or unwilling to provide a price;
(iii) an investment’s primary trading market is closed during regular market
hours; or (iv) an investment’s value is materially affected by events occurring
after the close of the investment’s primary trading market. Generally, when fair
valuing an investment held by a Fund, the Adviser will take into account all
reasonably available information that may be relevant to a particular valuation
including, but not limited to, fundamental analytical data regarding the issuer,
information relating to the issuer’s business, recent trades or offers of the
investment, general and/or specific market conditions and the specific facts
giving rise to the need to fair value the investment. Fair value determinations
are made in good faith and in accordance with the fair value methodologies
established by the Adviser. Due to the subjective and variable nature of
determining the fair value of a security or other investment, there can be no
assurance that the Adviser’s determined fair value will match or closely
correlate to any market quotation that subsequently becomes available or the
price quoted or published by other sources. In addition, a Fund may not be able
to obtain the fair value assigned to an investment if the Fund were to sell such
investment at or near the time its fair value is determined.
Investments
by Registered Investment Companies
Section
12(d)(1) of the 1940 Act and the rules thereunder limit investments by
registered investment companies in the securities of other investment companies.
Registered investment companies are permitted to invest in a Fund beyond the
limits set forth in section 12(d)(1), subject to certain terms and conditions,
including that such investment companies enter into an agreement with such Fund.
Delivery
of Shareholder Documents – Householding
Householding
is an option available to certain investors of the Funds. Householding is a
method of delivery, based on the preference of the individual investor, in which
a single copy of certain shareholder documents can be delivered to investors who
share the same address, even if their accounts are registered under different
names. Householding for the Funds is available through certain broker-dealers.
If you are interested in enrolling in householding and receiving a single copy
of prospectuses and other shareholder documents, please contact your
broker-dealer. If you are currently enrolled in householding and wish to change
your householding status, please contact your broker-dealer.
DIVIDENDS,
DISTRIBUTIONS, AND TAXES
Dividends
and Distributions
Each
Fund expects to pay out dividends, if any, in cash, and distribute any net
realized capital gains to its shareholders at least annually. Each Fund will
declare and pay capital gain distributions, if any, in cash. Distributions in
cash may be reinvested automatically in additional whole Shares only if the
broker through whom you purchased Shares makes such option available. Your
broker is responsible for distributing the income and capital gain distributions
to you.
Taxes
The
following discussion is a summary of certain important U.S. federal income tax
considerations generally applicable to investments in the Funds. Your investment
in a Fund may have other tax implications. Please consult your tax advisor about
the tax consequences of an investment in Shares, including the possible
application of foreign, state, and local tax laws. This summary does not apply
to Shares held in an IRA or other tax-qualified plans, which are generally not
subject to current tax. Transactions relating to Shares held in such accounts
may, however, be taxable at some time in the future. This summary is based on
current tax laws, which may change.
Each
Fund intends to qualify each year for treatment as a 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, a Fund’s failure to qualify as a RIC or to meet minimum
distribution requirements would result (if certain relief provisions were not
available) in fund-level taxation and, consequently, a reduction in income
available for distribution to shareholders.
Unless
your investment in Shares is made through a tax-exempt entity or tax-advantaged
account, such as an IRA, you need to be aware of the possible tax consequences
when a Fund makes distributions, when you sell your Shares listed on the
Exchange, and when you purchase or redeem Creation Units (APs only).
Taxes
on Distributions
Each
Fund intends to distribute, at least annually, substantially all of its net
investment income and net capital gains. For federal income tax purposes,
distributions of investment income are generally taxable as ordinary income or
qualified dividend income. Taxes on distributions of capital gains (if any) are
determined by how long a Fund owned the investments that generated them, rather
than how long a shareholder has owned his or her Shares. Sales of assets held by
a Fund for more than one year generally result in long-term capital gains and
losses, and sales of assets held by a Fund for one year or less generally result
in short-term capital gains and losses. Distributions of a Fund’s net capital
gain (the excess of net long-term capital gains over net short-term capital
losses) that are reported by such Fund as capital gain dividends (“Capital Gain
Dividends”) will be taxable as long-term capital gains, which for non-corporate
shareholders are subject to tax at reduced rates of up to 20% (lower rates apply
to individuals in lower tax brackets). Distributions of short-term capital gain
will generally be taxable as ordinary income. Dividends and distributions are
generally taxable to you whether you receive them in cash or reinvest them in
additional Shares.
Distributions
reported by a Fund as “qualified dividend income” are generally taxed to
non-corporate shareholders at rates applicable to long-term capital gains,
provided holding period and other requirements are met. “Qualified dividend
income” generally is income derived from dividends paid by U.S. corporations or
certain foreign corporations that are either incorporated in a U.S. possession
or eligible for tax benefits under certain U.S. income tax treaties. In
addition, dividends that a Fund receives in respect of stock of certain foreign
corporations may be qualified dividend income if that stock is readily tradable
on an established U.S. securities market. Corporate shareholders may be entitled
to a dividends received deduction for the portion of dividends they receive from
a Fund that are attributable to dividends received by the Fund from U.S.
corporations, subject to certain limitations. For such dividends to be taxed as
qualified dividend income to a non-corporate shareholder, a Fund must satisfy
certain holding period requirements with respect to the underlying stock and the
non-corporate shareholder must satisfy holding period requirements with respect
to his or her ownership of such Fund’s Shares. Holding periods may be suspended
for these purposes for stock that is hedged. A Fund’s investment strategy
may
limit its ability to distribute dividends eligible to be treated as qualified
dividend income or entitled to the dividends received deduction.
Shortly
after the close of each calendar year, you will be informed of the amount and
character of any distributions received from a Fund.
In
general, your distributions are subject to federal income tax for the year in
which they are paid. Certain distributions paid in January, however, may be
treated as paid on December 31 of the prior year. Distributions are generally
taxable even if they are paid from income or gains earned by a Fund before your
investment (and thus were included in the Shares’ NAV when you purchased your
Shares).
You
should note that if you purchase shares just before a distribution, the purchase
price would reflect the amount of the upcoming distribution. In this case, you
would be taxed on the entire amount of the distribution received, even though,
as an economic matter, the distribution simply constitutes a return of your
investment. This is known as “buying a dividend” and should generally be avoided
by taxable investors.
If
you are neither a resident nor a citizen of the United States or if you are a
foreign entity, distributions (other than Capital Gain Dividends) paid to you by
a Fund will generally be subject to a U.S. withholding tax at the rate of 30%,
unless a lower treaty rate applies. Gains from the sale or other disposition of
your Shares from non-U.S. shareholders generally are not subject to U.S.
taxation, unless you are a nonresident alien individual who is physically
present in the U.S. for 183 days or more per year. A Fund may, under certain
circumstances, report all or a portion of a dividend as an “interest-related
dividend” or a “short-term capital gain dividend,” which would generally be
exempt from this 30% U.S. withholding tax, provided certain other requirements
are met. Different tax consequences may result if you are a foreign shareholder
engaged in a trade or business within the United States or if a tax treaty
applies.
A
Fund (or a financial intermediary, such as a broker, through which a shareholder
owns Shares) generally is required to withhold and remit to the U.S. Treasury a
percentage of the taxable distributions and sale proceeds paid to any
shareholder who fails to properly furnish a correct taxpayer identification
number, who has underreported dividend or interest income, or who fails to
certify that the shareholder is not subject to such withholding.
Taxes
When Shares are Sold on the Exchange
Provided
that a shareholder holds Shares as capital assets, any capital gain or loss
realized upon a sale or exchange of Shares generally is treated as a long-term
capital gain or loss if Shares have been held for more than one year and as a
short-term capital gain or loss if Shares have been held for one year or less.
However, any capital loss on a sale of Shares held for six months or less is
treated as long-term capital loss to the extent of Capital Gain Dividends paid
with respect to such Shares. Any loss realized on a sale will be disallowed to
the extent Shares are acquired, including through reinvestment of dividends,
within a 61-day period beginning 30 days before and ending 30 days after the
disposition of Shares. The ability to deduct capital losses may be
limited.
The
cost basis of Shares acquired by purchase will generally be based on the amount
paid for the Shares and then may be subsequently adjusted for other applicable
transactions as required by the Code. The difference between the selling price
and the cost basis of Shares generally determines the amount of the capital gain
or loss realized on the sale or exchange of Shares. Contact the broker through
whom you purchased your Shares to obtain information with respect to the
available cost basis reporting methods and elections for your account.
Taxes
on Purchases and Redemptions of Creation Units
An
AP having the U.S. dollar as its functional currency for U.S. federal income tax
purposes who exchanges securities for Creation Units generally recognizes a gain
or a loss. The gain or loss will be equal to the difference between the value of
the Creation Units at the time of the exchange and the exchanging AP’s aggregate
basis in the securities delivered plus the amount of any cash paid for the
Creation Units. An AP who exchanges Creation Units for securities will generally
recognize a gain or loss equal to the difference between the exchanging AP’s
basis in the Creation Units and the aggregate U.S. dollar market value of the
securities received, plus any cash received for such Creation Units. The
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 their holdings) or on the basis that there has been no
significant change in economic position. APs exchanging securities should
consult their own tax advisor with respect to whether wash sale rules apply and
when a loss might be deductible.
A
Fund may include a payment of cash in addition to, or in place of, the delivery
of a basket of securities upon the redemption of Creation Units. A Fund may sell
portfolio securities to obtain the cash needed to distribute redemption
proceeds. This may cause a Fund to recognize investment income and/or capital
gains or losses that it might not have recognized if it had completely satisfied
the redemption in kind. As a result, a Fund may be less tax efficient if it
includes such a cash payment in the proceeds paid upon the redemption of
Creation Units.
Net
Investment Income Tax
U.S.
individuals with income exceeding specified thresholds are subject to a 3.8% tax
on all or a portion of their “net investment income,” which includes interest,
dividends, and certain capital gains (generally including capital gains
distributions and capital gains realized on the sale of Shares). This 3.8% tax
also applies to all or a portion of the undistributed net investment income of
certain shareholders that are estates and trusts.
Foreign
Investments by the Fund
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 each Fund. It is not a substitute for
personal tax advice. You also may be subject to state and local tax on Fund
distributions and sales of Shares. Consult your personal tax advisor about the
potential tax consequences of an investment in Shares
under
all applicable tax laws. For more information, please see the section entitled
“Federal Income Taxes” in the SAI.
DISTRIBUTION
PLAN
The
Board has adopted a Distribution and Service Plan (the “Plan”) pursuant to Rule
12b-1 under the 1940 Act. In accordance with the Plan, each Fund is authorized
to pay an amount up to 0.25% of its average daily net assets each year for
certain distribution-related activities and shareholder services.
No
Rule 12b-1 fees are currently paid by the Funds, and there are no plans to
impose these fees. However, in the event Rule 12b-1 fees are charged in the
future, because the fees are paid out of Fund assets, over time these fees will
increase the cost of your investment and may cost you more than certain other
types of sales charges.
PREMIUM/DISCOUNT
INFORMATION
Information
regarding how often each Fund’s Shares traded on the Exchange at a price above
(i.e.,
at a premium) or below (i.e.,
at a discount) its NAV is available on the Funds’ website at
www.teucrium.com.
ADDITIONAL
NOTICES
The
Shares are not sponsored, endorsed, or promoted by the Exchange. The Exchange is
not responsible for, nor has it participated in the determination of, the
timing, prices, or quantities of Shares to be issued, nor in the determination
or calculation of the equation by which Shares are redeemable. The Exchange has
no obligation or liability to owners of Shares in connection with the
administration, marketing, or trading of Shares.
Without
limiting any of the foregoing, in no event shall the Exchange have any liability
for any lost profits or indirect, punitive, special, or consequential damages
even if notified of the possibility thereof.
The
Adviser, Sub-Adviser and the Funds make no representation or warranty, express
or implied, to the owners of the Shares or any member of the public regarding
the advisability of investing in securities generally or in a Fund
particularly.
FINANCIAL
HIGHLIGHTS
Financial
information is not available because the Funds had not commenced operations
prior to the date of this Prospectus.
xETFs
Korea AI Semiconductor ETF
xETFs
2x Long Daily Korea AI Semiconductor ETF
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Adviser |
Teucrium
Investment Advisors, LLC
Three
Main Street, Suite 215
Burlington,
Vermont 05401 |
Distributor |
PINE
Distributors LLC
501
South Cherry Street, Suite 610
Denver,
Colorado 80246 |
| Sub-Adviser |
WallStreetX
ETFs, Inc. d/b/a xETFs
170
East 87th Street
New
York, New York 10128 |
Custodian |
U.S.
Bank, N.A.
1555
North Rivercenter Drive, Suite 302
Milwaukee,
Wisconsin 53212 |
| Transfer
Agent, Index Receipt Agent, and Administrator |
U.S.
Bancorp Fund Services, LLC
d/b/a
U.S. Bank Global Fund Services
615
East Michigan Street
Milwaukee,
Wisconsin 53202 |
Legal
Counsel |
Morgan,
Lewis & Bockius LLP
1111
Pennsylvania Avenue, NW
Washington,
DC 20004-2541 |
| Independent
Registered Public Accounting Firm |
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Investors
may find more information about a Fund in the following documents:
Statement
of Additional Information: The
Funds’ SAI provides additional details about the investments of each Fund and
certain other additional information. The SAI is on file with the SEC and is
incorporated herein by reference into this Prospectus. It is legally considered
a part of this Prospectus.
Annual/Semi-Annual
Reports and Form N-CSR: Additional
information about each Fund’s investments will be available in the Funds’ Annual
and Semi-Annual Reports to shareholders and in Form N-CSR. In the Annual Report,
when available, you will find a discussion of the market conditions and
investment strategies that significantly affected a Fund’s performance during
its last fiscal year. In Form N-CSR, you will find the Fund’s annual and
semi-annual financial statements.
You
can obtain free copies of these documents, request other information or make
general inquiries about the Funds by calling 1-800-617-0004.
Shareholder
reports and other information about the Funds also are available:
•Free
of charge from the SEC’s EDGAR database on the SEC’s website at
http://www.sec.gov;
•Free
of charge from the Funds’ website at www.teucrium.com; or
(SEC
Investment Company Act File No. 811-23226)