ck0001771146-20260529
REX-OSPREYTM
ETH + STAKING ETF*
REX-OSPREYTM
SOL + STAKING ETF
REX-OSPREYTM
DOGE ETF
PROSPECTUS
May 31,
2026
This
prospectus describes the following ETFs which are each authorized to offer one
class of shares by this prospectus.
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Fund |
Ticker |
Principal
U.S. Listing Exchange |
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REX-OspreyTM
ETH + STAKING ETF* |
ESK |
Cboe
BZX Exchange, Inc. |
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REX-OspreyTM
SOL + STAKING ETF |
SSK |
Cboe
BZX Exchange, Inc. |
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REX-OSPREYTM
DOGE ETF |
DOJE |
Cboe
BZX Exchange, Inc. |
*The
REX-OspreyTM
ETH + Staking ETF is expected to terminate as a series of the ETF Opportunities
Trust and liquidate on or about June 18, 2026.
Neither
the U.S. Securities and Exchange Commission (“SEC”) nor the Commodity Futures
Trading Commission has approved or disapproved these securities or passed upon
the accuracy or adequacy of this Prospectus. Any representation to the contrary
is a criminal offense.
Table
of Contents
FUND
SUMMARY – REX-OSPREYTM
ETH + STAKING ETF1
INVESTMENT
OBJECTIVE
REX-OspreyTM ETH + Staking ETF (the “Fund”) seeks investment results of the
performance, before fees and expenses, of Ether (“ETH” or the “Reference Asset”)
plus staking rewards associated with the Reference Asset.
Fees and Expenses of the
Fund
This
table describes the fees and expenses that you may pay if you buy, hold and sell
shares of the Fund. You may pay other fees, such as brokerage commissions and other fees
to financial intermediaries, which are not reflected in the table and example
below.
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Annual
Fund Operating Expenses
(expenses
that you pay each year as a percentage of the value of your
investment) |
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Management
Fee(1) |
0.75% |
| Distribution
(12b-1) and Service Fees |
0.00% |
| Other
Expenses |
0.00% |
| Total
Annual Fund Operating Expenses |
0.75% |
(1)
Under
the Investment Advisory Agreement, REX Advisers, LLC (the “Adviser”), at its own
expense and without reimbursement from the Fund, pays all of the expenses of the
Fund, excluding the advisory fees, interest expenses, taxes, acquired fund fees
and expenses, brokerage commissions and any other portfolio transaction-related
expenses and fees arising out of transactions effected on behalf of the Fund,
credit facility fees and expenses, including interest expenses, and litigation
and indemnification expenses and other extraordinary expenses not incurred in
the ordinary course of the Fund’s business.
Example
This example is intended to help you compare the cost of investing
in the Fund with the cost of investing in other funds. The example assumes that
you invest $10,000 in the Fund for the time periods indicated and then hold or
redeem all your shares at the end of those periods. The example also assumes
that your investment has a five percent (5%) return each year and that the
Fund’s operating expenses remain the same. Although your
actual costs may be higher or lower, based on these assumptions your costs would
be:
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Name
of Fund |
1
Year |
3
Years |
5
Years |
10
Years |
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REX-OspreyTM
ETH + Staking ETF |
$77 |
$240 |
$417 |
$930 |
Portfolio
Turnover
The
Fund pays transaction costs, such as commissions, when it buys and sells
securities or other assets (or “turns over” its portfolio). A higher portfolio
turnover rate may indicate higher transaction costs. These costs, which are not
reflected in annual fund operating expenses or in the example, affect the Fund’s
performance. For the period September 25, 2025 (commencement of operations) to
January 31, 2026, the Fund’s portfolio turnover rate was 146.50% of the average value of its
portfolio.
PRINCIPAL INVESTMENT
STRATEGIES
The Fund, under normal market conditions, invests at least
80% of its net assets (plus any borrowings for investment purposes) in the
Reference Asset and other assets that provide exposure to the Reference
Asset. The Fund will invest directly or through the
REX-OspreyTM
ETH Subsidiary, which is described more fully below.
Although
the Fund seeks returns equal to the Reference Asset, the Fund’s performance will
not replicate the performance of the Reference Asset
1
The
REX-OspreyTM
ETH + Staking ETF is expected to terminate as a series of the ETF Opportunities
Trust and liquidate on or about June 18, 2026.
(i.e.,
the Fund’s returns may not be the same as the Reference Asset, due to staking
rewards, trading and other expenses, but will generally be in the same direction
in a positive or negative manner).
The
Fund will invest in and hold ETH. ETH is a cryptocurrency that was introduced in
2015, and quickly developed its own online community, reaching a peak
market capitalization of over US$570 billion on November 9, 2021. As of
January 31, 2026, the market capitalization of ETH was approximately $285
billion.
The
Fund will invest at least 40% of its assets in shares of other exchange-traded
funds (“ETFs”) and exchange-traded products (“ETPs”), including non-U.S.
exchange-traded products (“non-US ETPs”), which invest directly in, provide
exposure to, replicate the performance of, or have trading and/or price
performance characteristics similar to the Reference Asset (all such ETFs, ETPs
and non-US ETPs, “Reference ETFs”). The Fund anticipates assets allocated to
Reference ETFs will be primarily to Reference ETFs that engage in staking the
Reference Asset. The majority of the ETFs in which the Fund will invest will be
domiciled outside of the United States and listed on non-U.S. exchanges. The
non-U.S. ETFs in which the Fund may invest are domiciled in Canada and/or Europe
and are listed and available for sale in various jurisdictions in Europe (such
as Austria, Belgium, Denmark, Finland, France, Germany, Italy, Ireland,
Luxembourg, Netherlands, Norway, Poland, Spain, Sweden, and Switzerland). Where
available, the Fund will invest in the USD share class of the applicable
non-U.S. ETF. The Fund will allocate portfolio assets to one or more of the
following Reference ETFs at any one time, although this list may change over
time:
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ETF |
Exchange |
Ticker
Symbol |
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Core Ether ETF |
Canada |
ETHO.U |
| 3iQ
Ether Staking ETF |
Canada |
ETHQ.U |
| 21Shares
Ethereum Staking ETP |
Switzerland |
AETH |
| CoinShares
Physical Ethereum Staked ETP |
Switzerland |
ETHE |
| Bitwise
Ethereum Staking ETP |
Germany |
ET33 |
| iShares
Ethereum Trust ETF |
US |
ETHA |
| Grayscale
Ethereum Mini Trust ETF |
US |
ETH |
The
Fund will also seek to generate income and capital appreciation through staking
the Reference Asset. Generally, staking means that the holder of the Reference
Asset will agree to lock up the Reference Asset for it to be used in the
Ethereum network’s proof-of-stake validation process. In return, the holder will
receive staking rewards in the form of the Reference Asset, which represent
portions of the Ethereum network’s transaction fees. The Fund will direct its
custodian that custodies the Reference Asset (the “Crypto Custodian”) to
delegate an amount, as determined by the Adviser, of its Reference Asset
holdings to a validator or validators. The Fund seeks to stake all its Reference
Asset holdings, subject to the Adviser managing the Fund’s liquidity profile
such that no more than 15% of the Fund’s net assets are deemed to be illiquid.
Therefore, because the current unbonding period for staked ETH is anywhere from
3 to 16 days, depending on Ethereum Network conditions (but can also be longer
or shorter), the Adviser anticipates under current conditions that no more than
15% of the Fund’s holdings will be directly staked, though the Adviser further
anticipates that conditions may change such that it may be able to directly
stake more of the Reference Asset in the future.
The
Fund may direct the Crypto Custodian to use a particular validator or validators
to stake its Reference Asset holdings, but the staked Reference Assets will
remain in the possession and control of the Crypto Custodian. Rewards, which
will be paid in the Reference Asset and subject to any bonding or lock-up
period, may be earned in connection with staking the Reference Asset. The Fund
will pay the Crypto Custodian and validator or validators a fee for staking the
Reference Asset. The Adviser, however, will take no portion of the rewards
received from staking and will pass all rewards, minus any fees paid to the
Crypto Custodian and validator or validators, to the Fund. The Fund may seek to
gain exposure to the Reference Asset, in whole or in part, through investments
in a subsidiary organized in the Cayman Islands, the REX-OspreyTM
ETH + Staking (Cayman) Portfolio S.P. (i.e., the “ETH
Subsidiary”).
The ETH
Subsidiary
is wholly-owned and controlled by the Fund. Except as noted, references to the
investment strategies and risks of the Fund include the investment strategies
and risks of the ETH Subsidiary. The ETH Subsidiary has the same investment
objective as the Fund and will follow the same general investment policies and
restrictions. The Fund will aggregate its
investments
with the ETH Subsidiary for purposes of determining compliance with: (i) Section
8 of the Investment Company Act of 1940 (the “1940 Act”), which governs
fundamental investment limitations (which are described more specifically in the
Fund’s statement of additional information); and (ii) Section 18 of the 1940
Act, which governs capital structure and includes limitations associated with
the Fund’s ability to leverage its investments. Additionally, the ETH
Subsidiary’s investment advisory contracts will be governed in accordance with
Section 15 of the 1940 Act, and the ETH Subsidiary will adhere to applicable
provisions of Section 17 of the 1940 Act governing affiliate transactions. The
principal investment strategies and principal risks of the ETH Subsidiary
constitute principal investment strategies and principal risks of the Fund, and
the disclosures of those strategies and risks in this prospectus are designed to
reflect the aggregate operations of the Fund and the ETH Subsidiary.
The
Fund may invest in other exchange-traded funds for cash management purposes.
Such exchange-traded funds may include The Laddered T-Bill ETF, which the Board
of Trustees of the Fund has determined to be within the same group of investment
companies as the Fund.
The
Fund may engage in reverse repurchase agreements on government securities,
investment grade corporate securities or similar transactions for leveraging
purposes.
The
Fund is classified as “non-diversified” under the Investment Company Act of 1940
(the “1940 Act”).
Ethereum
History
ETH
is a digital asset. The ownership and operation of ETH is determined by
participants in an online, peer-to-peer network referred to as the “Ethereum
Network.” The Ethereum Network is a recent technological innovation, and the ETH
that are created, transferred, used and stored by entities and individuals have
certain features associated with several types of assets, most notably
commodities and currencies. The price of ETH on public digital asset exchanges
and over-the-counter markets has a limited history. ETH prices on these
exchanges and over-the-counter markets have been volatile and subject to
influence by many factors, including operational interruptions.
The
value of ETH is not backed by any government, corporation, or other identified
body. Instead, its value is determined in part by the supply and demand in
markets created to facilitate the trading of ether. Ownership and transaction
records for ETH are protected through public-key cryptography. The supply of ETH
is determined by the Ethereum Protocol. No single entity owns or operates the
Ethereum Network. The Ethereum Network is collectively maintained by (1) a
decentralized group of participants who run computer software that results in
the recording and validation of transactions (commonly referred to as
“validators”), (2) developers who propose improvements to the Ethereum Protocol
and the software that enforces the Protocol and (3) users who choose which
version of the Ethereum software to run. From time to time, the developers
suggest changes to the Ethereum software. If a sufficient number of users and
validators elect not to adopt the changes, a new digital asset, operating on the
earlier version of the Ethereum software, may be created. This is often referred
to as a “fork.” The price of the ETH in which the Fund invests may reflect the
impact of these forks.
In
September 2022, the Ethereum Network’s consensus protocol transitioned from a
proof-of-work to proof-of-stake protocol. Unlike proof-of-work, in which miners
expend computational resources to compete to validate transactions and are
rewarded coins in proportion to the amount of computational resources expended,
in proof-of-stake, validators risk or “stake” coins to compete to be randomly
selected to validate transactions and are rewarded coins in proportion to the
amount of coins staked. Any malicious activity, such as disagreeing with the
eventual consensus or otherwise violating protocol rules, results in the
forfeiture or “slashing” of a portion of the staked
coins.
PRINCIPAL
INVESTMENT RISKS
As with all
funds, a shareholder is subject to the risk that his or her investment could
lose money. The principal risks affecting shareholders’
investments in the Fund are set forth below. An
investment in the Fund is not a bank deposit and is not insured or guaranteed by
the Federal
Deposit Insurance Corporation (the “FDIC”)
or any government agency. For
more information about the risks of investing in the Fund, see the section in
the Fund’s Prospectus titled “Additional
Information
About the Fund’s Investments.” Each risk summarized below is considered a
principal risk of investing in the Fund, regardless of the order in which it
appears.
ETH
Risk:
ETH is a relatively new innovation and is subject to unique and substantial
risks. The market for ETH is subject to rapid price swings, changes and
uncertainty. A significant portion of the demand for ETH may be the result of
speculation. Such speculation regarding the potential future appreciation of the
price of ETH may artificially inflate or deflate the price of ETH and increase
volatility. The further development of the Ethereum Network and the acceptance
and use of ETH are subject to a variety of factors that are difficult to
evaluate. The slowing, stopping or reversing of the development of the Ethereum
Network or the acceptance of ETH may adversely affect the price and liquidity of
ETH. ETH is subject to the risk of fraud, theft, manipulation or security
failures, operational or other problems that impact ETH trading platforms.
Additionally, if a coordinated group of validators were to gain control of more
than 50% of staked ether, they would have the ability to execute extensive
attacks, manipulate transactions and fraudulently obtain ether. If such a
validator or group of validators were to gain control of one-third of staked
ether, they could halt payments. A significant portion of ETH is held by a small
number of holders sometimes referred to as “whales”. Transactions by these
holders may influence the price of ether.
ETH
generally trades on trading platforms that support trading in a variety of
crypto assets, and such trading platforms may be operating out of compliance
with applicable regulations. Unlike the exchanges for more traditional assets,
such as equity securities and futures contracts, ETH and ETH trading venues are
largely unregulated. As a result of the lack of regulation, individuals or
groups may engage in fraud or market manipulation (including using social media
to promote ETH in a way that artificially increases the price of ether).
Investors may be more exposed to the risk of theft, fraud and market
manipulation than when investing in more traditional asset classes. Over the
past several years, a number of ETH trading platforms have been closed due to
fraud, failure or security breaches. Investors in ETH may have little or no
recourse should such theft, fraud or manipulation occur and could suffer
significant losses. Crypto asset trading platforms where ETH is traded may
become subject to enforcement actions by regulatory authorities.
The
realization of any of these risks could result in a decline in the acceptance of
ETH and consequently a reduction in the value of ETH; ETFs that seek to track
ETH or options on those ETFs, and the Fund.
Risks
Related to the Regulation of ETH.
Any final determination by a court that ETH or any other digital asset is a
“security” or “commodity” may adversely affect the value of ETH and the value of
the Fund’s shares, and, if ETH is not, or cannot, be registered as a security,
result in a potential termination of the Fund.
Depending
on its characteristics, a digital asset may be considered a “security” under the
federal securities laws. The test for determining whether a particular digital
asset is a “security” is complex and difficult to apply, and the outcome is
difficult to predict. Public, though non-binding, statements by senior officials
at the SEC have indicated that the SEC did not consider Bitcoin or ETH to be
securities, and does not currently consider Bitcoin to be a security. The SEC
staff has also provided informal assurances via no-action letter to a handful of
promoters that their digital assets are not securities. The SEC staff’s guidance
regarding whether a digital asset is or is not a security is not determinative
or binding and a court may come to a different conclusion.
On
the other hand, the SEC has brought enforcement actions against the issuers and
promoters of several digital assets on the basis that the digital assets in
question are securities. More recently, the SEC has also brought enforcement
actions against various digital asset trading platforms for allegedly operating
unregistered securities exchanges on the basis that certain of the digital
assets traded on their platforms are securities. For example, in June 2023, the
SEC brought a complaint against Coinbase (the “Coinbase Complaint”) alleging
violations of a variety of securities laws. In February 2025, the SEC withdrew
the Coinbase Complaint.
Whether
a digital asset is a security under the federal securities laws depends on
whether it is included in the lists of instruments making up the definition of
“security” in the Securities Act of 1933, the Securities Exchange Act of 1934
and the 1940 Act. Digital assets as such do not appear in any of these lists,
although each list includes the terms “investment contract,” “note,” and
“transferable share” and the SEC has typically analyzed whether a particular
digital asset is a security by reference to whether it meets the tests developed
by the federal courts interpreting these terms, known as the Howey and Reves
tests, respectively. For many digital assets, whether or not the Howey or Reves
tests are met is
difficult
to resolve definitively, and substantial legal arguments can often be made both
in favor of and against a particular digital asset qualifying as a security
under one or both tests. Adding to the complexity, the courts, the SEC and the
SEC staff have indicated that the security status of a particular instrument,
such as a digital asset, can change over time as the relevant facts evolve.
As
part of determining whether ETH is a security for purposes of the federal
securities laws, the Fund takes into account a number of factors, including the
various definitions of “security” under the federal securities laws and federal
court decisions interpreting elements of these definitions, such as the U.S.
Supreme Court’s decisions in the Howey and Reves cases, as well as reports,
orders, press releases, public statements and speeches by the SEC, its
commissioners and its staff providing guidance on when a digital asset may be a
security for purposes of the federal securities laws. Through this process, and
the recent listing of CFTC regulated futures contracts, a reasonable argument
exists that ETH is not a security for purposes of the Securities Act of 1933 and
the Securities Exchange Act of 1934, in light of the uncertainties inherent in
the Howey and Reves tests.
If
an appropriate court determines that ETH is a security, the Adviser would not
intend to permit the Fund to continue holding its investments in a way that
would violate the federal securities laws (and therefore, if necessary, would
either dissolve the Fund or potentially seek to operate the Fund in a manner
that complies with the federal securities laws).
Ether
Market Volatility Risk.
The prices of ETH have historically been highly volatile. The value of the
Fund’s exposure to ETH – and therefore the value of an investment in the Fund –
could decline significantly and without warning, including to zero. If you are
not prepared to accept significant and unexpected changes in the value of the
Fund and the possibility that you could lose your entire investment in the Fund
you should not invest in the Fund.
Trading
prices of ETH and other digital assets have experienced significant volatility
in recent periods and may continue to do so. For instance, there were steep
increases in the value of certain digital assets, including ETH over the course
of 2021, and multiple market observers asserted that digital assets were
experiencing a “bubble.” These increases were followed by steep drawdowns
throughout 2022 in digital asset trading prices, including for ether. These
episodes of rapid price appreciation followed by steep drawdowns have occurred
multiple times throughout ether’s history, including in 2017-2018 and 2021-2022.
Over the course of 2023 through 2026, ETH prices have continued to exhibit
extreme volatility. Such volatility may persist.
Digital
Assets/Cryptocurrency Risk.
The
performance of the Reference Asset, and consequently the Fund’s performance, is
subject to the risks of the digital assets/cryptocurrency industry.
The
trading prices of many digital assets, including the Reference Asset, have
experienced extreme volatility in recent periods and may continue to do so.
Extreme volatility in the future, including further declines in the trading
prices of the Reference Asset, could have a material adverse effect on the value
of the Fund’s shares (“Shares”) and the Shares could lose all or substantially
all of their value. The value of the Shares is subject to a number of factors
relating to the fundamental investment characteristics of the Reference Asset as
a digital asset, including the fact that digital assets are bearer instruments
and loss, theft, destruction, or compromise of the associated private keys could
result in permanent loss of the asset, and the capabilities and development of
blockchain technologies. Digital assets represent a new and rapidly evolving
industry, and the value of the Shares depends on the acceptance of the Reference
Asset. Changes in the governance of a digital asset network may not receive
sufficient support from users and validators, which may negatively affect that
digital asset network’s ability to grow and respond to
challenges.
Cryptocurrencies, such as the Reference Asset, are a subset of digital
assets designed to act as a medium of exchange. Despite being referred to as
“currencies,” crypto assets are not widely accepted as a means of payment, are
not backed by any government or central bank, and are not legal tender. The
value of digital assets is determined by supply and demand in the global
markets, which consist primarily of transactions of the respective digital
assets on electronic trading platforms or trading venues. Unlike the exchanges
for more traditional assets, the regulation of digital asset trading platforms
is highly fragmented. Due to the fragmentation and lack of oversight of these
trading venues, there is a heightened potential for fraud and manipulation.
Regulation in the U.S. is still developing.
Staking
Risk.
When the Fund stakes the Reference Asset, the Reference Asset is subject to the
risks attendant to staking generally, such as illiquidity, reliance on
third-party service providers, slashing, missed rewards, and validator problems
and
errors. Staking requires that the Fund lock up the staked Reference Asset and
become subject to an unbonding period to unstake the Reference Asset, meaning
that the Fund cannot sell or transfer the staked Reference Asset during the time
that it is staked and during which it is being unbonded. The Adviser anticipates
that the average unbonding period for staked ETH is currently 7-days. However,
the unbonding period also may be longer than anticipated based on network
activity. In addition, during the unbonding period, the Fund is subject to the
market price volatility of the Reference Asset, and it may miss opportunities to
sell the staked Reference Asset during opportune times. Staking ETH involves the
risk of slashing and concentration risk. Slashing is a penalty imposed on
network validators for actions that threaten the blockchain’s integrity. For
example, with ETH, slashing can result from isolated validator mistakes,
malicious activity, coordinated attacks, software bugs, or provider failures.
Slashing serves as an enforcement mechanism to ensure network resilience, but
correlated slashing events can be catastrophic. Penalties can scale
aggressively, potentially leading to a significant loss of staked principal.
Concentration risks associated with staking include staking activities occurring
through a concentrated group of software providers and cloud infrastructure
providers. There are generally five major staking software providers, and
over-allocating to validators using the same software increases the risk of a
single issue impacting a large amount of staked assets. Similarly, complications
in specific cloud regions (i.e., a particular geographical area where a cloud
provider’s data centers are located) can create outages that impact validators.
Such complications may include, but are not limited to, compliance and
regulatory issues, security breaches such as ransomware threats and attacks,
data breaches, and malicious actors, and cloud network and infrastructure
performance issues (e.g., network latency and service outages). Staked Reference
Assets are also subject to security breaches, network downtime or attacks, smart
contract vulnerabilities, and validator or custodian failure or compromise,
which can result in a complete loss of the staked Reference Asset or a loss of
any rewards. The loss of the staked Reference Asset (either in whole or
partially) during the staking period will have a material adverse effect on the
Fund.
Liquidity
Risk. Currently, the unbonding period for staked ETH is anywhere from 3-16
days, depending on network conditions, but can also be longer or shorter.
Accordingly, staked ETH may not be sold within the typical settlement times of
other assets, such as securities, and may be deemed illiquid. The Adviser will
manage the Fund’s portfolio assets to be within applicable liquidity limits
under the Fund’s liquidity risk management program, and will not have more than
15% of the Fund’s net assets in illiquid assets. As a result, the Fund may not
be able to achieve its desired level of staking during certain periods. In
addition, some assets held by the Fund, including the Reference Asset, may be
difficult to sell, particularly during times of market turmoil. Markets for
securities or financial instruments could be disrupted by a number of events,
including, but not limited to, an economic crisis, natural disasters,
epidemics/pandemics, new legislation or regulatory changes inside or outside the
United States. Illiquid assets may be difficult to value, especially in changing
or volatile markets. If the Fund is forced to sell an illiquid asset at an
unfavorable time or price, the Fund may be adversely impacted. There is no
assurance that an asset that is deemed liquid when purchased will continue to be
liquid. Market illiquidity may cause losses for the Fund.
Reference
Asset ETF Investing Risk. Issuer-specific
attributes related to ETFs in which the Fund may invest may cause an investment
held by the Fund to be more volatile than the market generally. The value of an
individual security or asset or particular type of security or asset may be more
volatile than the market as a whole and may perform differently from the value
of the market as a whole. When the Fund invests in ETFs it will incur costs
associated with such funds, including management fees and fees and expenses
borne by shareholders of such ETFs. The value of shares in an ETF may not
replicate the performance of the Reference Asset and the Fund’s investments in
the ETFs will not perform exactly the same as the Fund’s direct investments in
the Reference Asset. The following is a summary of risk factors related to the
ETFs that invest in the Reference Asset as identified by the ETFs in their
registration statements – this is not purported to be a complete list of risks
(references to “shares” in this section are to shares of an ETF).
Risk
Factors Related to Digital Assets
•The
Reference Asset and investments linked to the Reference Asset are relatively new
investments, they present unique and substantial risks, and investing in
Reference Asset has been subject to significant price volatility. The trading
prices of many digital assets, including the Reference Asset, have experienced
extreme volatility in recent periods and may continue to do so. Extreme
volatility in the future, including further declines in the trading prices of
Reference Asset, could have a material adverse effect on the value of the shares
and the shares could lose all or substantially all of their
value.
•The
value of the Reference Asset has been and may continue to be deeply speculative
such that trading and investing in the Reference Asset intraday may not be based
on fundamental analysis. Individuals and organizations holding large amounts of
the Reference Asset known as “whales” may have the ability to manipulate the
price of the Reference Asset. The value of the shares is subject to a number of
factors relating to the fundamental investment characteristics of the Reference
Assets as a digital asset, including the fact that digital assets are bearer
instruments and loss, theft, destruction, or compromise of the associated
private keys could result in permanent loss of the asset, and the capabilities
and development of blockchain technologies. For example, a blockchain may be
subject to attack by a group of miners or validators that possess more than 50%
of the blockchain’s hashing power or staked asset. The value of the Fund’s
investments in the Reference Asset may be adversely affected by such an
attack.
•Digital
assets represent a new and rapidly evolving industry, and the value of the
shares depends on the acceptance of the Reference Asset.
•Changes
in the governance of a digital asset network may not receive sufficient support
from users and miners, which may negatively affect that digital asset network’s
ability to grow and respond to challenges.
Risk
Factors Related to the Digital Asset Platforms
•The
value of the Shares relates directly to the value of the Reference Asset, the
value of which may be highly volatile and subject to fluctuations due to a
number of factors.
•Proposed
changes to the Reference Asset blockchain protocol may not be adopted by a
sufficient number of validators or miners, which may result in competing
blockchains with different native crypto assets and sets of participants (known
as a “fork”). The value of an investment in the Fund may be negatively impacted
by a temporary or permanent “fork”.
•The
Reference Asset blockchain protocol may contain flaws that can be exploited by
attackers and which may adversely affect the value of Reference Asset and the
Fund’s investments. Flaws in the source code for digital assets have been
exploited including flaws that disabled some functionality for users, exposed
users’ personal information and/or resulted in the theft of users’ digital
assets. The cryptography underlying the Reference Asset could prove to be flawed
or ineffective, or developments in mathematics and/or technology, including
advances in digital computing, algebraic geometry and quantum computing, could
result in such cryptography becoming ineffective. In any of these circumstances,
a malicious actor may be able to compromise the security of the Reference
Asset’s network or take the Fund’s Reference Asset, which would adversely affect
the value of the Fund. Exposure of the Reference Asset to instability in other
speculative parts of the blockchain and crypto industry, such as through an
event that is not necessarily related to the security or utility of Reference
Asset blockchain can nonetheless precipitate a significant decline in the price
of the Reference Asset and an investment in the Fund.
•As
of January 31, 2026, there are over 17,000 alternative digital assets with a
total market capitalization of approximately $3.2 trillion. Many consortiums and
financial institutions are also researching and investing resources into private
or permissioned smart contract platforms. Competition from the emergence or
growth of alternative digital assets and smart contracts platforms could have a
negative impact on the demand for, and price of, the Reference Asset and thereby
adversely affect the value of the Fund.
•Use
of the Reference Asset by consumers and institutions as a medium of exchange in
commerce may be limited. Banks and other established financial institutions may
refuse to process funds for Reference Asset transactions; process wire transfers
to or from digital asset platforms, Reference Asset-related companies or service
providers; or maintain accounts for persons or entities transacting in the
Reference Asset. Processing of transactions in the Reference Asset may be slow,
transaction fees may be subject to significant variability. As a result, the
price of the Reference Asset may be influenced to a significant extent by
speculators and miners, thus contributing to price volatility that makes
retailers less likely to accept it as a form of payment in the
future.
Risk
Factors Related to the Regulation of the Reference Asset
•There
are risks regarding new or changing laws and regulations that may affect the use
of blockchain technology and/or investments in crypto assets. Digital asset
platforms in the U.S. exist in a state of regulatory uncertainty, and adverse
legislative or regulatory developments could significantly harm the value of the
Reference Asset, such as by banning, restricting or imposing onerous conditions
or prohibitions on the use of the Reference Asset, mining activity, digital
wallets, the provision of services related to trading and custodying the
Reference Asset, the operation of the Reference Asset network, or the digital
asset platforms generally. Accordingly, future regulatory changes may have a
material adverse impact on the Fund’s investments and its ability to implement
its investment strategy.
•If
regulators subject the Reference Asset to regulation, this could result in
extraordinary expenses that could potentially be borne by The Fund.
•The
treatment of digital assets for U.S. federal, state and local income tax
purposes is uncertain.
Subsidiary
Investment Risk. Changes
in the laws of the United States and/or the Cayman Islands, under which the Fund
and the ETH Subsidiary are organized, respectively, could result in the
inability of the Fund to operate as intended and could negatively affect the
Fund and its shareholders. The ETH Subsidiary is not registered under the 1940
Act and is not subject to all the investor protections of the 1940 Act. Thus,
the Fund, as an investor in the ETH Subsidiary, will not have all the
protections offered to investors in registered investment
companies.
Reverse
Repurchase Agreement Risk.
A reverse repurchase agreement is the sale by the Fund of a security to a party
for a specified price, with the simultaneous agreement by the Fund to repurchase
that security from that party on a future date at a higher price. Similar to
borrowing, reverse repurchase agreements provide the Fund with cash for
investment purposes, which creates leverage and subjects the Fund to the risks
of leverage. Reverse repurchase agreements also involve the risk that the other
party may fail to return the securities in a timely manner or at all. The Fund
could lose money if it is unable to recover the securities and/or if the value
of collateral held by the Fund, including the value of the investments made with
cash collateral, is less than the value of
securities.
Concentration
Risk. The Fund’s assets will be concentrated in the sector or sectors
or industry or group of industries that are assigned to the Reference Asset,
which will subject the Fund to the risk that economic, political or other
conditions that have a negative effect on those sectors and/or industries may
negatively impact the Fund to a greater extent than if the Fund’s assets were
invested in a wider variety of sectors or
industries.
Cyber
Security Risk.
The Fund and its service providers, such as the custodian, are susceptible to
operational risks through breaches in cyber security. A breach in cyber security
refers to both intentional and unintentional events that may cause the Fund and
its service providers to lose proprietary information, suffer data corruption or
lose operational capacity. Such events could cause the Fund to incur regulatory
penalties, reputational damage, additional compliance costs associated with
corrective measures and/or financial loss, including loss of the Reference
Asset. Cyber security breaches may involve unauthorized access to the Fund’s
digital information systems through hacking or malicious software coding but may
also result from outside attacks such as denial-of-service attacks through
efforts to make network services unavailable to intended users. In addition,
cyber security breaches of the issuers of securities in which the Fund invests
or the Fund’s third-party service providers, such as its administrator, transfer
agent, custodian, or sub-advisor, as applicable, can also subject the Fund to
many of the same risks associated with direct cyber security breaches. Although
the Fund has established risk management systems designed to reduce the risks
associated with cyber security, there is no guarantee that such efforts will
succeed, especially because the Fund does not directly control the cyber
security systems of issuers or third-party service
providers.
Custodian
Risk.
The Reference Asset and other assets held by the Fund that operate on
distributed ledger/blockchain technology can only be transferred by the person
holding both the public and private keys to the digital wallet in which the
asset is held. The Fund’s Crypto Custodians that custody the Fund’s digital
assets are in control of the private keys for each of the Fund’s digital
wallets. In the event such custodian loses sole control of the private keys
(e.g., through a data breach or hack), the Fund’s digital assets held by such
custodian could be lost.
Foreign
Securities Risk. To
the extent the Fund invests in securities of foreign ETFs, such investments may
be subject to additional risks not typically associated with investments in
domestic securities. These risks may include, among others, currency risk,
country risks (political, diplomatic, regional conflicts, terrorism, war, social
and economic instability, currency devaluations and policies that have the
effect of limiting or restricting foreign investment or the movement of assets),
different trading practices, less government supervision, less publicly
available information, limited trading markets and greater
volatility.
ETF
Risks.
The Fund is an exchange-traded fund, and, as a result of an ETF’s structure, it
is exposed to the following risks:
•Authorized
Participants, Market Makers, and Liquidity Providers Limitation
Risk. The Fund has a limited number of financial institutions that may act
as Authorized Participants (“APs”). In addition, there may be a limited number
of market makers and/or liquidity providers in the marketplace. To the extent
either of the following events occur, shares of the Fund (“Shares”) may trade at
a material discount to NAV and possibly face delisting: (i) APs exit the
business or otherwise become unable to process creation and/or redemption orders
and no other APs step forward to perform these services, or (ii) market makers
and/or liquidity providers exit the business or significantly reduce their
business activities and no other entities step forward to perform their
functions.
•Cash
Redemption Risk.
The Fund intends to redeem Shares for cash or to otherwise include cash as part
of its redemption proceeds. The Fund may be required to sell or unwind portfolio
investments to obtain the cash needed to distribute redemption proceeds. This
may cause the Fund to recognize a capital gain that it might not have recognized
if it had made a redemption in-kind. As a result, the Fund may pay out higher
annual capital gain distributions than if the in-kind redemption process was
used.
•Costs
of Buying or Selling Shares.
Due to the costs of buying or selling Shares, including brokerage commissions
imposed by brokers and bid/ask spreads, frequent trading of Shares may
significantly reduce investment results and an investment in Shares may not be
advisable for investors who anticipate regularly making small
investments.
•Shares
May Trade at Prices Other Than NAV. As with all ETFs, Shares may be bought and sold in the secondary
market at market prices. Although it is expected that the market price of Shares
will approximate the Fund’s NAV, there may be times when the market price of
Shares is more than the NAV intra-day (premium) or less than the NAV intra-day
(discount) due to supply and demand of Shares or during periods of market
volatility. This risk is heightened in times of market volatility and volatility
in the Fund’s portfolio holdings, periods of steep market declines, and periods
when there is limited trading activity for Shares in the secondary market, in
which case such premiums or discounts may be significant. If an investor
purchases Shares at a time when the market price is at a premium to the NAV of
the Shares or sells at a time when the market price is at a discount to the NAV
of the Shares, then the investor may sustain losses that are in addition to any
losses caused by a decrease in NAV.
•Trading.
Although Shares are listed for trading on a national securities exchange, and
may be traded on other U.S. exchanges, there can be no assurance that Shares
will trade with any volume, or at all, on any stock exchange. In stressed market
conditions, the liquidity of Shares may begin to mirror the liquidity of the
Fund’s underlying portfolio holdings, which can be significantly less liquid
than Fund Shares.
Inflation
Risk.
Inflation risk is the risk that the value of assets or income from investments
will be less in the future as inflation decreases the value of money. As
inflation increases, the present value of the Fund’s assets and distributions,
if any, may decline.
Indirect
Investment Risk. Neither the Reference Asset nor the Ethereum Network are
affiliated with the Trust, the Fund, or the Adviser, or any affiliates thereof
and are not involved with this offering in any way, and have no obligation to
consider the Fund in taking any actions that might affect the value of the Fund.
None of the Trust, the Fund, the Adviser, or any affiliate are responsible for
the performance of the Reference Asset and make no representation as to the
performance of the Reference Asset. Investing in the Fund is not equivalent to
investing in the Reference Asset.
Non-Correlation
Risk. The performance of the fund will not, and is not intended to,
correlate exactly to the performance of the Reference Asset and will vary
somewhat due to factors such as fees and expenses of the Fund, transaction
costs, regulatory restrictions, and active management of the Fund’s
portfolio.
New
Fund Risk. As
of the date of this prospectus, the Fund has less than a year of operations and
currently has fewer assets than larger funds. Like other new funds, large
inflows and outflows may impact the Fund’s market exposure for limited periods
of time. This impact may be positive or negative, depending on the direction of
market movement during the period
affected.
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 smaller number of issuers than
if it was a diversified fund. As a result, a decline in the value of an
investment in a single issuer or a smaller number of issuers could cause the
Fund’s overall value to decline to a greater degree than if the Fund held a more
diversified portfolio.
Operational
Risk. The
Fund is subject to risks arising from various operational factors, including,
but not limited to, human error, processing and communication errors, errors of
the Fund’s service providers, counterparties or other third-parties, failed or
inadequate processes and technology or systems failures. The Fund relies on
third-parties for a range of services, including custody. Any delay or failure
relating to engaging or maintaining such service providers may affect the Fund’s
ability to meet its investment objective. Although the Fund, Adviser, and
Sub-Adviser seek to reduce these operational risks through controls and
procedures, there is no way to completely protect against such
risks.
Economic
and Market Events Risk. Events
in the U.S. and global financial markets, including actions taken by the U.S.
Federal Reserve or foreign central banks to stimulate or stabilize economic
growth, may at times, and for varying periods of time, result in unusually high
market volatility, which could negatively impact the Fund’s performance and
cause the Fund to experience illiquidity, shareholder redemptions, or other
potentially adverse effects. Reduced liquidity in credit and fixed-income
markets could negatively affect issuers worldwide. Banks and financial services
companies could suffer losses if interest rates rise or economic conditions
deteriorate.
Cash
Transaction Risk.
The Fund intends to effect creations and redemptions for cash rather than for
in-kind securities. As a result, the Fund may incur brokerage costs related to
buying and selling securities to achieve its investment objective thus incurring
additional expenses than if it had effected creations and redemptions in-kind.
To the extent that such costs are not offset by transaction fees paid by an
authorized participant, the Fund may bear such costs, which will decrease the
Fund’s net asset value.
Tax
Risk. The
Fund will qualify as a regulated investment company (a “RIC”) for tax purposes
if, among other things, it satisfies a source-of-income test and an
asset-diversification test. Investing in ETH (or any other digital asset), ETFs
that invest in ETH, or derivatives based upon ETH (or any other digital assets)
presents a risk for the Fund because income from such investments would not
qualify as good income under the source-of-income test. The Fund will gain
exposure to the Reference Asset through investments in the ETH
Subsidiary,
which is intended to provide the Fund with exposure to ETH returns while
enabling the Fund to satisfy source-of-income requirements. There is some
uncertainty about how the ETH
Subsidiary will be treated for tax purposes and thus whether the Fund can
maintain exposure to ETH returns without risking its status as a RIC for tax
purposes. Failing to qualify as a RIC for tax purposes could have adverse
consequences for the Fund and its shareholders.
PERFORMANCE HISTORY
The Fund does not
have a full calendar year of performance history. In the future,
performance information will be presented in this section of the Prospectus.
Performance information will contain a bar chart and table that provide some
indication of the risks of investing in the Fund by showing changes in the
Fund’s performance from year to year and by showing the Fund’s average annual
returns for certain time periods as compared to a broad measure of market
performance. Investors
should be aware that past performance before and after taxes is not necessarily
an indication of how the Fund will perform in the
future.
Updated
performance information for the Fund, including its current net asset value per
share, is available by calling toll-free at (844)
802-4004.
INVESTMENT
ADVISER
REX
Advisers, LLC (the “Adviser”) is the investment adviser to the
Fund.
Portfolio
Managers
Matthew
Pelletier, Lead Portfolio Manager of the Adviser, has served as the Fund’s
portfolio manager since its inception in 2025.
Matthew
Holcomb, Senior Vice President, Senior Trader and Portfolio Manager of the
Adviser, has served as the Fund’s portfolio manager since its inception in
2025.
PURCHASE
AND SALE OF FUND SHARES
The
Fund will issue (or redeem) shares to certain institutional investors (typically
market makers or other broker-dealers) only in large blocks of at least 10,000
shares known as “Creation Units.” Creation Unit transactions are typically
conducted in exchange for the deposit or delivery of cash, although the Fund
reserves the right to issue Creation Units in exchange for the deposit or
delivery of a combination of in-kind securities assets and cash. Individual
shares may only be purchased and sold on a national securities exchange through
a broker-dealer. You can purchase and sell individual shares of the Fund
throughout the trading day like any publicly traded security. The Fund’s shares
are listed on the Exchange (i.e.,
Cboe BZX Exchange, Inc.). The price of the Fund’s shares is based on market
price, and because exchange-traded fund shares trade at market prices rather
than NAV, shares may trade at a price greater than NAV (premium) or less than
NAV (discount). When buying or selling shares through a broker, most investors
will incur customary brokerage commissions and charges and you may pay some or
all of the spread between the bid and the offered prices in the secondary market
for shares. Except when aggregated in Creation Units, the Fund’s shares are not
redeemable securities. Recent information regarding the Fund, including its NAV,
market price, premiums and discounts, and bid/ask spreads, is available on the
Fund’s website at www.rexshares.com.
TAX
INFORMATION
The
Fund’s distributions will be taxed as ordinary income or capital gain, unless
you are investing through a tax-deferred arrangement, such as a 401(k) plan or
an individual retirement account in which case withdrawals from such
arrangements generally will be taxed.
PAYMENTS
TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
If
you purchase shares of the Fund through a broker-dealer or other financial
intermediary (e.g.,
a bank), the Fund and its related companies may pay the intermediary for the
sale of Fund shares and related services. These payments may create a conflict
of interest by influencing the broker-dealer or other financial intermediary and
your salesperson to recommend the Fund over another investment. Ask your
salesperson or visit your financial intermediary’s website for more
information.
FUND
SUMMARY – REX-OSPREYTM
SOL
+ STAKING ETF
INVESTMENT
OBJECTIVE
REX-OspreyTM SOL + Staking ETF (the “Fund”) seeks investment results of the
performance, before fees and expenses, of Solana (“SOL” or the “Reference
Asset”) plus staking rewards associated with the Reference
Asset.
Fees and Expenses of the
Fund
This
table describes the fees and expenses that you may pay if you buy, hold and sell
shares of the Fund. You may pay other fees, such as brokerage commissions and other fees
to financial intermediaries, which are not reflected in the table and example
below.
|
|
|
|
|
| |
|
Annual
Fund Operating Expenses
(expenses
that you pay each year as a percentage of the value of your
investment) |
|
Management
Fee(1) |
0.75% |
| Distribution
(12b-1) and Service Fees |
0.00% |
| Other
Expenses |
0.00% |
| Total
Annual Fund Operating Expenses |
0.75% |
(1)Under the
Investment Advisory Agreement, REX Advisers, LLC (the “Adviser”), at its own
expense and without reimbursement from the Fund, pays all of the expenses of the
Fund, excluding the advisory fees, interest expenses, taxes, acquired fund fees
and expenses, brokerage commissions and any other portfolio transaction-related
expenses and fees arising out of transactions effected on behalf of the Fund,
credit facility fees and expenses, including interest expenses, and litigation
and indemnification expenses and other extraordinary expenses not incurred in
the ordinary course of the Fund’s business.
Example
This example is intended to help you compare the cost of investing
in the Fund with the cost of investing in other funds. The example assumes that
you invest $10,000 in the Fund for the time periods indicated and then hold or
redeem all your shares at the end of those periods. The example also assumes
that your investment has a five percent (5%) return each year and that the
Fund’s operating expenses remain the same. Although your
actual costs may be higher or lower, based on these assumptions your costs would
be:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Name
of Fund |
1
Year |
3
Years |
5
Years |
10
Years |
|
REX-OspreyTM
SOL + Staking ETF |
$77 |
$240 |
$417 |
$930 |
Portfolio
Turnover
The
Fund pays transaction costs, such as commissions, when it buys and sells
securities or other assets (or “turns over” its portfolio). A higher portfolio
turnover rate may indicate higher transaction costs. These costs, which are not
reflected in annual fund operating expenses or in the example, affect the Fund’s
performance. For the period July 2, 2025 (commencement of operations) to January
31, 2026, the Fund’s portfolio turnover rate was 145.57% of the average value of its
portfolio.
PRINCIPAL INVESTMENT
STRATEGIES
The
Fund, under normal market conditions, invests at least
80% of its net assets (plus any borrowings for investment purposes) in the
Reference Asset and other assets that provide exposure to the Reference
Asset. The Fund will invest directly or through the
REX-OspreyTM
SOL Subsidiary, which is described more fully below.
Although
the Fund seeks returns equal to the Reference Asset, the Fund’s performance will
not replicate the performance of the Reference Asset (i.e., the Fund’s returns
may not be the same as the Reference Asset, due to staking rewards, trading and
other expenses, but will generally be in the same direction in a positive or
negative manner).
The
Fund will invest in and hold SOL. SOL is a cryptocurrency that was introduced on
March 16, 2020, and quickly developed its own online community, reaching a
peak market capitalization of over US$127 billion on January 18, 2025. As of
January 31, 2026, the market capitalization of SOL was approximately $59.7
billion.
The
Fund seeks to invest a majority of its assets directly in the Reference Asset
and seeks to stake its holdings in the Reference Asset. The Fund will invest at
least 40% of its assets in shares of other exchange-traded funds (“ETFs”) and
exchange-traded products (“ETPs”), including non-U.S. ETPs (“non-US ETPs”),
which invest directly in, provide exposure to, replicate the performance of, or
have trading and/or price performance characteristics similar to the Reference
Asset (such ETFs, ETPs, and non-US ETPs, “Reference ETFs”). The Fund anticipates
assets allocated to Reference ETFs will be primarily to Reference ETFs that
engage in staking the Reference Asset. The majority of the ETFs in which the
Fund will invest will be domiciled outside of the United States and listed on
non-U.S. exchanges. The non-U.S. ETFs in which the Fund may invest are domiciled
in Canada and/or Europe and are listed and available for sale in various
jurisdictions in Europe (such as Austria, Belgium, Denmark, Finland, France,
Germany, Italy, Ireland, Luxembourg, Netherlands, Norway, Poland, Spain, Sweden,
and Switzerland). Where available, the Fund will invest in the USD share class
of the applicable non-U.S. ETF. The Fund will allocate portfolio assets to one
or more of the following Reference ETFs at any one time, although this list may
change over time:
|
|
|
|
|
|
|
|
| |
| Reference
ETF |
Exchange |
Ticker
Symbol |
| Purpose
Solana ETF |
Canada |
SOLL.U |
| 3iQ
Solana Staking ETF |
Canada |
SOLQ.U |
| CI
Galaxy Solana ETF |
Canada |
SOLX.U |
| Evolve
Solana ETF |
Canada |
SOLA.U |
| 21Shares
Solana Staking ETP |
Switzerland |
ASOL |
| CoinShares
Physical Solana Staked ETP |
Switzerland |
SLNC |
| Bitwise
Solana Staking ETP |
Germany |
BSOL |
| Volatility
Shares Solana ETF |
US |
SOLZ |
| Bitwise
Solana Staking ETP |
Germany |
BSOM |
The
Fund will also seek to generate income and capital appreciation through staking
the Reference Asset. Generally, staking means that the holder of the Reference
Asset will agree to lock up the Reference Asset for it to be used in the Solana
network’s delegated proof-of-stake validation process. In return, the holder
will receive staking rewards in the form of the Reference Asset, which represent
portions of the Solana network’s transaction fees and inflationary issuances.
The Fund will direct its custodian that custodies the Reference Asset (the
“Crypto Custodian”) to delegate an amount, as determined by the Adviser, of its
Reference Asset holdings to a validator or validators. Although the Fund seeks
to stake all its Reference Asset holdings, the Fund may not stake the entire
amount of its Reference Asset holdings based on estimated liquidity needs of the
Fund and other factors, as determined by the Adviser.
The
Fund may direct the Crypto Custodian to use a particular validator or validators
to stake its Reference Asset holdings, but the staked Reference Assets will
remain in the possession and control of the Crypto Custodian. Rewards, which
will be paid in the Reference Asset and subject to any bonding or lock-up
period, may be earned in connection with staking the Reference Asset. The Fund
will pay the Crypto Custodian and validator or validators a fee for staking the
Reference Asset. The Adviser, however, will take no portion of the rewards
received from staking and will pass all rewards, minus any fees paid to the
Crypto Custodian and validator or validators, to the Fund.
The
Fund may seek to gain exposure to the Reference Asset, in whole or in part,
through investments in a subsidiary organized in the Cayman Islands, the
REX-OspreyTM
SOL + Staking (Cayman) Portfolio S.P. (i.e., the “SOL
Subsidiary”).
The SOL
Subsidiary
is wholly-owned and controlled by the Fund. Except as noted, references to the
investment strategies and risks of the Fund include the investment strategies
and risks of the SOL Subsidiary. The SOL Subsidiary has the same investment
objective as the Fund and will follow the same general investment policies and
restrictions. The Fund will aggregate its investments with the SOL Subsidiary
for purposes of determining compliance with: (i) Section 8 of the Investment
Company Act of 1940 (the “1940 Act”), which governs fundamental investment
limitations (which are
described
more specifically in the Fund’s statement of additional information); and (ii)
Section 18 of the 1940 Act, which governs capital structure and includes
limitations associated with the Fund’s ability to leverage its investments.
Additionally, the SOL Subsidiary’s investment advisory contracts will be
governed in accordance with Section 15 of the 1940 Act, and the SOL Subsidiary
will adhere to applicable provisions of Section 17 of the 1940 Act governing
affiliate transactions. The principal investment strategies and principal risks
of the SOL Subsidiary constitute principal investment strategies and principal
risks of the Fund, and the disclosures of those strategies and risks in this
prospectus are designed to reflect the aggregate operations of the Fund and the
SOL Subsidiary.
The
Fund may invest in other exchange-traded funds for cash management purposes.
Such exchange-traded funds may include The Laddered T-Bill ETF, which the Board
of Trustees of the Fund has determined to be within the same group of investment
companies as the Fund.
The
Fund may engage in reverse repurchase agreements on government securities,
investment grade corporate securities or similar transactions for leveraging
purposes.
The
Fund is classified as “non-diversified” under the Investment Company Act of 1940
(the “1940 Act”).
The
Solana Network and SOL
SOL
is a digital asset that is created and transmitted through the operations of the
peer-to-peer Solana Network, a decentralized network of computers that operates
on cryptographic protocols. No single entity owns or operates the Solana
Network, the infrastructure of which is collectively maintained by a
decentralized user base. The Solana Network allows people to exchange tokens of
value, called SOL, which are recorded on a public transaction ledger known as a
blockchain. SOL can be used to pay for goods and services, including
computational power on the Solana Network, or it can be converted to fiat
currencies, such as the U.S. dollar, at rates determined on Digital Asset
Exchanges or in individual end-user-to-end-user transactions under a barter
system. Furthermore, the Solana Network was designed to allow users to write and
implement smart contracts — that is, general-purpose code that executes on every
computer in the network and can instruct the transmission of information and
value based on a sophisticated set of logical conditions. Using smart contracts,
users can create markets, store registries of debts or promises, represent the
ownership of property, move funds in accordance with conditional instructions
and create digital assets other than SOL on the Solana Network. Smart contract
operations are executed on the Solana Blockchain in exchange for payment of SOL.
Like the Ethereum network, the Solana Network is one of a number of projects
intended to expand blockchain use beyond just a peer-to-peer money
system.
The
Solana Protocol introduced the Proof-of-History (“PoH”) timestamping mechanism.
PoH automatically orders on-chain transactions by creating a historical record
that proves an event has occurred at a specific moment in time. PoH is intended
to provide a transaction processing speed and capacity advantage over other
blockchain networks like Bitcoin and Ethereum, which rely on sequential
production of blocks and can lead to delays caused by validator
confirmations.
In
addition to the PoH mechanism described above, the Solana Network uses a
delegated proof-of-stake consensus mechanism to incentivize SOL holders to
validate transactions. Unlike proof-of-work, in which miners expend
computational resources to compete to validate transactions and are rewarded
coins in proportion to the amount of computational resources expended, in
proof-of-stake, validators risk or “stake” coins to compete to be randomly
selected to validate transactions and are rewarded coins in proportion to the
amount of coins staked.
The
Solana Protocol was first conceived by Anatoly Yakovenko in a 2017 whitepaper.
Development of the Solana Network is overseen by the Solana Foundation, a Swiss
non-profit organization, and Solana Labs, Inc. (the “Company”), a Delaware
corporation, which administered the original network launch and token
distribution.
Although
the Company and the Solana Foundation continue to exert significant influence
over the direction of the development of SOL, the Solana Network is
decentralized and does not require governmental authorities or financial
institution intermediaries to create, transmit or determine the value of
SOL.
As
of early 2026, approximately 566 million SOL tokens are in circulation, with a
total supply of around 617 million SOL. SOL has no fixed maximum supply, meaning
it operates on an inflationary model. Initially, the network launched with 500
million tokens, but this total has increased over time due to inflation
mechanisms and staking rewards. The inflation rate started at 8% annually. It
decreases by 15% each year until it stabilizes at a long-term rate of 1.5% per
year. This inflationary design ensures that new tokens are continuously issued,
primarily as rewards for validators and stakers, while some tokens are burned
through transaction fees to offset supply growth.
PRINCIPAL
INVESTMENT RISKS
As with all
funds, a shareholder is subject to the risk that his or her investment could
lose money. The principal risks affecting shareholders’
investments in the Fund are set forth below. An
investment in the Fund is not a bank deposit and is not insured or guaranteed by
the Federal
Deposit Insurance Corporation (the “FDIC”)
or any government agency. For
more information about the risks of investing in the Fund, see the section in
the Fund’s Prospectus titled “Additional Information About the Fund’s
Investments.” Each risk summarized below is considered a principal risk of
investing in the Fund, regardless of the order in which it appears.
SOL
Investing Risk.
The Fund is subject to the risks of investing in SOL directly and indirectly
through its investments in the ETFs that obtain exposure to SOL and other assets
that provide exposure to the Reference Asset. The market price for SOL is
extremely volatile and will likely continue to be volatile. SOL is the native
token for the Solana Network and is used to pay for transaction fees on the
Solana Network and for governance of the Solana Network through voting.
Accordingly, the value of SOL is largely dependent on the acceptability and
usage levels of the Solana Network and its applications by users. Factors
contributing to the volatility of the price of SOL include, but are not limited
to, the maintenance and development of the open-source software protocol of the
Solana Network, forks in the Solana Network, speculation and consumer
preferences and perceptions of SOL specifically and digital assets generally,
investment and trading activities of large investors that invest directly or
indirectly in SOL, and the fees associated with processing a transaction on the
Solana Network, the speed at which transactions are processed and settled on the
Solana Network. The price of SOL is also affected by interruptions in service
from or closures or failures of major Digital Asset Trading Platforms, cloud
services, and network latency. As with other digital assets and crypto
currencies, the price of SOL can also be impacted by malicious actors (e.g.,
hackers and fraudsters). The perception of the Solana Network will also affect
its usage and the price of SOL. The Solana Network’s perception can be affected
by any number of factors, including, but not limited to, changes in the
governance of the network, loss in faith in certain important developers of by
developers, inability to scale efficiently, falling out of favor generally. The
price of SOL may also fluctuate in the same direction as the broader
cryptocurrency market or a subset of the cryptocurrency market, such as Meme
Coins.
Risks
Related to the Regulation of SOL.
Any final determination by a court that SOL or any other digital asset is a
“security” or “commodity” may adversely affect the value of SOL and the value of
the Fund’s shares, and, if SOL is not, or cannot, be registered as a security,
result in a potential termination of the Fund.
Depending
on its characteristics, a digital asset may be considered a “security” under the
federal securities laws. The test for determining whether a particular digital
asset is a “security” is complex and difficult to apply, and the outcome is
difficult to predict. Public, though non-binding, statements by senior officials
at the SEC have indicated that the SEC did not consider Bitcoin or ETH to be
securities, and does not currently consider Bitcoin to be a security. The SEC
staff has also provided informal assurances via no-action letter to a handful of
promoters that their digital assets are not securities. The SEC staff’s guidance
regarding whether a digital asset is or is not a security is not determinative
or binding and a court may come to a different conclusion.
On
the other hand, the SEC has brought enforcement actions against the issuers and
promoters of several digital assets on the basis that the digital assets in
question are securities. More recently, the SEC has also brought enforcement
actions against various digital asset trading platforms for allegedly operating
unregistered securities exchanges on the basis that certain of the digital
assets traded on their platforms are securities. For example, in June 2023, the
SEC brought a complaint against Coinbase (the “Coinbase Complaint”) alleging
violations of a variety of securities laws. In its complaints, the SEC asserted
that SOL is a security under the federal securities laws. In February 2025, the
SEC withdrew the Coinbase Complaint.
Whether
a digital asset is a security under the federal securities laws depends on
whether it is included in the lists of instruments making up the definition of
“security” in the Securities Act of 1933, the Securities Exchange Act of 1934
and the 1940 Act. Digital assets as such do not appear in any of these lists,
although each list includes the terms “investment contract,” “note,” and
“transferable shares” and the SEC has typically analyzed whether a particular
digital asset is a security by reference to whether it meets the tests developed
by the federal courts interpreting these terms, known as the Howey and Reves
tests, respectively. For many digital assets, whether or not the Howey or Reves
tests are met is difficult to resolve definitively, and substantial legal
arguments can often be made both in favor of and against a particular digital
asset qualifying as a security under one or both tests. Adding to the
complexity, the courts, the SEC and the SEC staff have indicated that the
security status of a particular instrument, such as a digital asset, can change
over time as the relevant facts evolve.
As
part of determining whether SOL is a security for purposes of the federal
securities laws, the Fund takes into account a number of factors, including the
various definitions of “security” under the federal securities laws and federal
court decisions interpreting elements of these definitions, such as the U.S.
Supreme Court’s decisions in the Howey and Reves cases, as well as reports,
orders, press releases, public statements and speeches by the SEC, its
commissioners and its staff providing guidance on when a digital asset may be a
security for purposes of the federal securities laws. Through this process, and
the recent listing of CFTC regulated futures contracts, a reasonable argument
exists that SOL is not a security for purposes of the Securities Act of 1933 and
the Securities Exchange Act of 1934, in light of the uncertainties inherent in
the Howey and Reves tests.
If
an appropriate court determines that SOL is a security, the Advisor would not
intend to permit the Fund to continue holding its investments in a way that
would violate the federal securities laws (and therefore, if necessary, would
either dissolve the Fund or potentially seek to operate the Fund in a manner
that complies with the federal securities laws).
Digital
Assets/Cryptocurrency Risk.
The
performance of the Reference Asset, and consequently the Fund’s performance, is
subject to the risks of the digital assets industry. The trading prices of many
digital assets/cryptocurrency, including the Reference Asset, have experienced
extreme volatility in recent periods and may continue to do so. Extreme
volatility in the future, including further declines in the trading prices of
the Reference Asset, could have a material adverse effect on the value of the
Fund’s shares (“Shares”) and the Shares could lose all or substantially all of
their value. The value of the Shares is subject to a number of factors relating
to the fundamental investment characteristics of the Reference Asset as a
digital asset, including the fact that digital assets are bearer instruments and
loss, theft, destruction, or compromise of the associated private keys could
result in permanent loss of the asset, and the capabilities and development of
blockchain technologies. Digital assets represent a new and rapidly evolving
industry, and the value of the Shares depends on the acceptance of the Reference
Asset. Changes in the governance of a digital asset network may not receive
sufficient support from users and miners, which may negatively affect that
digital asset network’s ability to grow and respond to challenges.
Cryptocurrencies, such as the Reference Asset, are a subset of digital
assets designed to act as a medium of exchange. Despite being referred to as
“currencies,” crypto assets are not widely accepted as a means of payment, are
not backed by any government or central bank, and are not legal tender. The
value of digital assets is determined by supply and demand in the global
markets, which consist primarily of transactions of the respective digital
assets on electronic trading platforms or trading venues. Unlike the exchanges
for more traditional assets, the regulation of digital asset trading platforms
is highly fragmented. Due to the fragmentation and lack of oversight of these
trading venues, there is a heightened potential for fraud and manipulation.
Regulation in the U.S. is still developing.
Staking
Risk.
When the Fund stakes the Reference Asset, the Reference Asset is subject to the
risks attendant to staking generally, such as illiquidity, reliance on
third-party service providers, slashing, missed rewards, and validator problems
and errors. Staking requires that the Fund lock up the staked Reference Asset
and become subject to an unbonding period to unstake the Reference Asset,
meaning that the Fund cannot sell or transfer the staked Reference Asset during
the time that it is staked and during which it is being unbonded. The Adviser
anticipates that the average unbonding period for staked SOL is currently 48
hours. However, the unbonding period also may be longer than anticipated based
on network activity. In addition, during the unbonding period, the Fund is
subject to the market price volatility of the Reference Asset, and it may miss
opportunities to sell the staked Reference Asset during opportune times. Staking
SOL
may
involve the risk of slashing and concentration risk, among others. Slashing is a
penalty imposed on network validators for actions that threaten the blockchain’s
integrity. For example, with SOL, slashing can result from isolated validator
mistakes, malicious activity, coordinated attacks, software bugs, or provider
failures. Slashing serves as an enforcement mechanism to ensure network
resilience, but correlated slashing events can be catastrophic. Penalties can
scale aggressively, potentially leading to a significant loss of staked
principal. Slashing on the Solana Network is not automatic. After a safety
violation is found to have occurred, the Solana network may halt, and the
validators will analyze the data and determine who was responsible and propose
that the stake should be slashed after restart of the Solana network. Slashing
penalties are decided by the validators on the next network upgrade.
Concentration risks associated with staking include staking activities occurring
through a concentrated group of software providers and cloud infrastructure
providers. There are generally five major staking software providers, and
over-allocating to validators using the same software increases the risk of a
single issue impacting a large amount of staked assets. Similarly, complications
in specific cloud regions (i.e., a particular geographical area where a cloud
provider’s data centers are located) can create outages that impact validators.
Such complications may include, but are not limited to, compliance and
regulatory issues, security breaches such as ransomware threats and attacks,
data breaches, and malicious actors, and cloud network and infrastructure
performance issues (e.g., network latency and service outages). Staked Reference
Assets are also subject to security breaches, network downtime or attacks, smart
contract vulnerabilities, and validator or custodian failure or compromise,
which can result in a complete loss of the staked Reference Asset or a loss of
any rewards. The loss of the staked Reference Asset (either in whole or
partially) during the staking period will have a material adverse effect on the
Fund.
Liquidity
Risk.
Currently, the unbonding period for staked SOL is anywhere from 2-3 days,
depending on network conditions, but can also be longer or shorter. Accordingly,
staked SOL may not be sold within the typical settlement times of other assets,
such as securities, and may be deemed illiquid or to not be highly liquid. The
Adviser will manage the Fund’s portfolio assets to be within applicable
liquidity limits under the Fund’s liquidity risk management program, and will
not have more than 15% of the Fund’s net assets in illiquid assets. As a result,
the Fund may not be able to achieve its desired level of staking during certain
periods. In addition, some assets held by the Fund, including the Reference
Asset, may be difficult to sell, particularly during times of market turmoil.
Markets for securities or financial instruments could be disrupted by a number
of events, including, but not limited to, an economic crisis, natural disasters,
epidemics/pandemics, new legislation or regulatory changes inside or outside the
United States. Illiquid assets may be difficult to value, especially in changing
or volatile markets. If the Fund is forced to sell an illiquid asset at an
unfavorable time or price, the Fund may be adversely impacted. There is no
assurance that an asset that is deemed liquid when purchased will continue to be
liquid. Market illiquidity may cause losses for the
Fund.
Reference
Asset ETF Investing Risk. Issuer-specific
attributes related to ETFs in which the Fund may invest may cause an investment
held by the Fund to be more volatile than the market generally. The value of an
individual security or asset or particular type of security or asset may be more
volatile than the market as a whole and may perform differently from the value
of the market as a whole. When the Fund invests in ETFs it will incur costs
associated with such funds, including management fees and fees and expenses
borne by shareholders of such ETFs. The value of shares in an ETF may not
replicate the performance of the Reference Asset and the Fund’s investments in
the ETFs will not perform exactly the same as the Fund’s direct investments in
the Reference Asset. The following is a summary of risk factors related to the
ETFs that invest in the Reference Asset as identified by the ETFs in their
registration statements – this is not purported to be a complete list of risks
(references to “shares” in this section are to shares of an ETF).
Risk
Factors Related to Digital Assets
•The
Reference Asset and investments linked to the Reference Asset are relatively new
investments, they present unique and substantial risks, and investing in
Reference Assets has been subject to significant price volatility. The trading
prices of many digital assets, including the Reference Assets, have experienced
extreme volatility in recent periods and may continue to do so. Extreme
volatility in the future, including further declines in the trading prices of
Reference Assets, could have a material adverse effect on the value of the
shares and the shares could lose all or substantially all of their
value.
•The
value of the Reference Asset has been and may continue to be deeply speculative
such that trading and investing in the Reference Asset intraday may not be based
on fundamental analysis. Individuals and
organizations
holding large amounts of the Reference Asset known as “whales” may have the
ability to manipulate the price of the Reference Asset. The value of the shares
is subject to a number of factors relating to the fundamental investment
characteristics of the Reference Assets as a digital asset, including the fact
that digital assets are bearer instruments and loss, theft, destruction, or
compromise of the associated private keys could result in permanent loss of the
asset, and the capabilities and development of blockchain technologies. For
example, a blockchain may be subject to attack by a group of miners or
validators that possess more than 50% of the blockchain’s hashing power or the
staked asset. The value of the Fund’s investments in the Reference Asset may be
adversely affected by such an attack.
•Digital
assets represent a new and rapidly evolving industry, and the value of the
shares depends on the acceptance of the Reference Asset.
•Changes
in the governance of a digital asset network may not receive sufficient support
from validators or miners, which may negatively affect that digital asset
network’s ability to grow and respond to
challenges.
Risk
Factors Related to the Digital Asset Platforms
•The
value of the Shares relates directly to the value of the Reference Asset, the
value of which may be highly volatile and subject to fluctuations due to a
number of factors.
•Proposed
changes to the Reference Asset blockchain protocol may not be adopted by a
sufficient number of users and miners, which may result in competing blockchains
with different native crypto assets and sets of participants (known as a
“fork”). The value of an investment in the Fund may be negatively impacted by a
temporary or permanent “fork”.
•The
Reference Asset blockchain protocol may contain flaws that can be exploited by
attackers and which may adversely affect the value of Reference Asset and the
Fund’s investments. Flaws in the source code for digital assets have been
exploited including flaws that disabled some functionality for users, exposed
users’ personal information and/or resulted in the theft of users’ digital
assets. The cryptography underlying the Reference Asset could prove to be flawed
or ineffective, or developments in mathematics and/or technology, including
advances in digital computing, algebraic geometry and quantum computing, could
result in such cryptography becoming ineffective. In any of these circumstances,
a malicious actor may be able to compromise the security of the Reference
Asset’s network or take the Fund’s Reference Asset, which would adversely affect
the value of the Fund. Exposure of the Reference Asset to instability in other
speculative parts of the blockchain and crypto industry, such as through an
event that is not necessarily related to the security or utility of Reference
Asset blockchain can nonetheless precipitate a significant decline in the price
of the Reference Asset and an investment in the Fund.
•As
of January 31, 2026, there are over 17,000 alternative digital assets with a
total market capitalization of approximately $3.2 trillion. Many consortiums and
financial institutions are also researching and investing resources into private
or permissioned smart contract platforms. Competition from the emergence or
growth of alternative digital assets and smart contracts platforms could have a
negative impact on the demand for, and price of, the Reference Asset and thereby
adversely affect the value of the Fund.
Use
of the Reference Asset by consumers and institutions as a medium of exchange in
commerce may be limited. Banks and other established financial institutions may
refuse to process funds for Reference Asset transactions; process wire transfers
to or from digital asset platforms, Reference Asset-related companies or service
providers; or maintain accounts for persons or entities transacting in the
Reference Asset. Processing of transactions in the Reference Asset may be slow,
transaction fees may be subject to significant variability. As a result, the
price of the Reference Asset may be influenced to a significant extent by
speculators and miners, thus contributing to price volatility that makes
retailers less likely to accept it as a form of payment in the
future.
Risk
Factors Related to the Regulation of the Reference Asset
•There
are risks regarding new or changing laws and regulations that may affect the use
of blockchain technology and/or investments in crypto assets. Digital asset
platforms in the U.S. exist in a state of regulatory uncertainty, and adverse
legislative or regulatory developments could significantly harm the value of the
Reference Asset, such as by banning, restricting or imposing onerous conditions
or prohibitions on the use of the Reference Asset, mining activity, digital
wallets, the provision of services related to trading and custodying the
Reference Asset, the operation of the Reference Asset network, or the digital
asset platforms generally. Accordingly, future regulatory changes may have a
material adverse impact on the Fund’s investments and its ability to implement
its investment strategy.
•If
regulators subject the Reference Asset to regulation, this could result in
extraordinary expenses that could potentially be borne by The Fund.
•The
treatment of digital assets for U.S. federal, state and local income tax
purposes is uncertain.
Subsidiary
Investment Risk. Changes
in the laws of the United States and/or the Cayman Islands, under which the Fund
and the SOL Subsidiary are organized, respectively, could result in the
inability of the Fund to operate as intended and could negatively affect the
Fund and its shareholders. The SOL Subsidiary is not registered under the 1940
Act and is not subject to all the investor protections of the 1940 Act. Thus,
the Fund, as an investor in the SOL Subsidiary, will not have all the
protections offered to investors in registered investment
companies.
Reverse
Repurchase Agreement Risk.
A reverse repurchase agreement is the sale by the Fund of a security to a party
for a specified price, with the simultaneous agreement by the Fund to repurchase
that security from that party on a future date at a higher price. Similar to
borrowing, reverse repurchase agreements provide the Fund with cash for
investment purposes, which creates leverage and subjects the Fund to the risks
of leverage. Reverse repurchase agreements also involve the risk that the other
party may fail to return the securities in a timely manner or at all. The Fund
could lose money if it is unable to recover the securities and/or if the value
of collateral held by the Fund, including the value of the investments made with
cash collateral, is less than the value of
securities.
Concentration
Risk. The Fund’s assets will be concentrated in the sector or sectors
or industry or group of industries that are assigned to the Reference Asset,
which will subject the Fund to the risk that economic, political or other
conditions that have a negative effect on those sectors and/or industries may
negatively impact the Fund to a greater extent than if the Fund’s assets were
invested in a wider variety of sectors or
industries.
Cyber
Security Risk.
The Fund and its service providers, such as the custodian, are susceptible to
operational risks through breaches in cyber security. A breach in cyber security
refers to both intentional and unintentional events that may cause the Fund and
its service providers to lose proprietary information, suffer data corruption or
lose operational capacity. Such events could cause the Fund to incur regulatory
penalties, reputational damage, additional compliance costs associated with
corrective measures and/or financial loss, including loss of the Reference
Asset. Cyber security breaches may involve unauthorized access to the Fund’s
digital information systems through hacking or malicious software coding but may
also result from outside attacks such as denial-of-service attacks through
efforts to make network services unavailable to intended users. In addition,
cyber security breaches of the issuers of securities in which the Fund invests
or the Fund’s third-party service providers, such as its administrator, transfer
agent, custodian, or sub-advisor, as applicable, can also subject the Fund to
many of the same risks associated with direct cyber security breaches. Although
the Fund has established risk management systems designed to reduce the risks
associated with cyber security, there is no guarantee that such efforts will
succeed, especially because the Fund does not directly control the cyber
security systems of issuers or third-party service
providers.
Custodian
Risk.
The Reference Asset and other assets held by the Fund that operate on
distributed ledger/blockchain technology can only be transferred by the person
holding both the public and private keys to the digital wallet in which the
asset is held. The Fund’s custodians that custodies the Fund’s digital assets is
in control of the private keys for each of the Fund’s digital wallets. In the
event such custodian loses sole control of the private keys (e.g., through a
data breach or hack), the Fund’s digital assets held by such custodian could be
lost.
Foreign
Securities Risk. To
the extent the Fund invests in foreign securities, they may be subject to
additional risks not typically associated with investments in domestic
securities. These risks may include, among others, currency risk, country risks
(political, diplomatic, regional conflicts, terrorism, war, social and economic
instability, currency devaluations and policies that have the effect of limiting
or restricting foreign investment or the movement of assets), different trading
practices, less government supervision, less publicly available information,
limited trading markets and greater
volatility.
ETF
Risks.
The Fund is an exchange-traded fund, and, as a result of an ETF’s structure, it
is exposed to the following risks:
•Authorized
Participants, Market Makers, and Liquidity Providers Limitation
Risk. The Fund has a limited number of financial institutions that may
act as Authorized Participants (“APs”). In addition, there may be a limited
number of market makers and/or liquidity providers in the marketplace. To the
extent either of the following events occur, shares of the Fund (“Shares”) may
trade at a material discount to NAV and possibly face delisting: (i) APs exit
the business or otherwise become unable to process creation and/or redemption
orders and no other APs step forward to perform these services, or (ii) market
makers and/or liquidity providers exit the business or significantly reduce
their business activities and no other entities step forward to perform their
functions.
•Cash
Redemption Risk.
The Fund intends to redeem Shares for cash or to otherwise include cash as part
of its redemption proceeds. The Fund may be required to sell or unwind portfolio
investments to obtain the cash needed to distribute redemption proceeds. This
may cause the Fund to recognize a capital gain that it might not have recognized
if it had made a redemption in-kind. As a result, the Fund may pay out higher
annual capital gain distributions than if the in-kind redemption process was
used.
•Costs
of Buying or Selling Shares.
Due to the costs of buying or selling Shares, including brokerage commissions
imposed by brokers and bid/ask spreads, frequent trading of Shares may
significantly reduce investment results and an investment in Shares may not be
advisable for investors who anticipate regularly making small
investments.
•Shares
May Trade at Prices Other Than NAV. As with all ETFs, Shares may be bought and sold in the secondary
market at market prices. Although it is expected that the market price of Shares
will approximate the Fund’s NAV, there may be times when the market price of
Shares is more than the NAV intra-day (premium) or less than the NAV intra-day
(discount) due to supply and demand of Shares or during periods of market
volatility. This risk is heightened in times of market volatility and volatility
in the Fund’s portfolio holdings, periods of steep market declines, and periods
when there is limited trading activity for Shares in the secondary market, in
which case such premiums or discounts may be significant. If an investor
purchases Shares at a time when the market price is at a premium to the NAV of
the Shares or sells at a time when the market price is at a discount to the NAV
of the Shares, then the investor may sustain losses that are in addition to any
losses caused by a decrease in NAV.
•Trading.
Although Shares are listed for trading on a national securities exchange, and
may be traded on other U.S. exchanges, there can be no assurance that Shares
will trade with any volume, or at all, on any stock exchange. In stressed market
conditions, the liquidity of Shares may begin to mirror the liquidity of the
Fund’s underlying portfolio holdings, which can be significantly less liquid
than Fund Shares.
Inflation
Risk.
Inflation risk is the risk that the value of assets or income from investments
will be less in the future as inflation decreases the value of money. As
inflation increases, the present value of the Fund’s assets and distributions,
if any, may decline.
Indirect
Investment Risk. Neither
the Reference Asset nor the Solana Network are affiliated with the Trust, the
Fund, or the Adviser, or any affiliates thereof and are not involved with this
offering in any way, and have no obligation to consider the Fund in taking any
actions that might affect the value of the Fund. None of the Trust, the Fund,
the Adviser, or any affiliate are responsible for the performance of the
Reference Asset and make no representation as to the
performance
of the Reference Asset. Investing in the Fund is not equivalent to investing in
the Reference Asset. The Fund’s performance is not intended to, nor will it,
track the performance of the Reference Asset.
Non-Correlation
Risk. The performance of the fund will not, and is not intended to,
correlate exactly to the performance of the Reference Asset and will vary
somewhat due to factors such as fees and expenses of the Fund, transaction
costs, regulatory restrictions, and active management of the Fund’s
portfolio.
New
Fund Risk. As
of the date of this prospectus, the Fund has less than a year of operations and
currently has fewer assets than larger funds. Like other new funds, large
inflows and outflows may impact the Fund’s market exposure for limited periods
of time. This impact may be positive or negative, depending on the direction of
market movement during the period
affected.
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 smaller number of issuers than
if it was a diversified fund. As a result, a decline in the value of an
investment in a single issuer or a smaller number of issuers could cause the
Fund’s overall value to decline to a greater degree than if the Fund held a more
diversified portfolio.
Operational
Risk. The
Fund is subject to risks arising from various operational factors, including,
but not limited to, human error, processing and communication errors, errors of
the Fund’s service providers, counterparties or other third-parties, failed or
inadequate processes and technology or systems failures. The Fund relies on
third-parties for a range of services, including custody. Any delay or failure
relating to engaging or maintaining such service providers may affect the Fund’s
ability to meet its investment objective. Although the Fund, Adviser, and
Sub-Adviser seek to reduce these operational risks through controls and
procedures, there is no way to completely protect against such
risks.
Economic
and Market Events Risk. Events
in the U.S. and global financial markets, including actions taken by the U.S.
Federal Reserve or foreign central banks to stimulate or stabilize economic
growth, may at times, and for varying periods of time, result in unusually high
market volatility, which could negatively impact the Fund’s performance and
cause the Fund to experience illiquidity, shareholder redemptions, or other
potentially adverse effects. Reduced liquidity in credit and fixed-income
markets could negatively affect issuers worldwide. Banks and financial services
companies could suffer losses if interest rates rise or economic conditions
deteriorate.
Cash
Transaction Risk.
The Fund intends to effect creations and redemptions for cash rather than for
in-kind securities. As a result, the Fund may incur brokerage costs related to
buying and selling securities to achieve its investment objective thus incurring
additional expenses than if it had effected creations and redemptions in-kind.
To the extent that such costs are not offset by transaction fees paid by an
authorized participant, the Fund may bear such costs, which will decrease the
Fund’s net asset value.
Tax
Risk. The
Fund will qualify as a regulated investment company (a “RIC”) for tax purposes
if, among other things, it satisfies a source-of-income test and an
asset-diversification test. Investing in SOL (or any other digital asset), ETFs
that invest in SOL, or derivatives based upon SOL (or any other digital assets)
presents a risk for the Fund because income from such investments would not
qualify as good income under the source-of-income test. The Fund will gain
exposure to the Reference Asset through investments in the SOL
Subsidiary,
which is intended to provide the Fund with exposure to SOL returns while
enabling the Fund to satisfy source-of-income requirements. There is some
uncertainty about how the SOL
Subsidiary will be treated for tax purposes and thus whether the Fund can
maintain exposure to SOL returns without risking its status as a RIC for tax
purposes. Failing to qualify as a RIC for tax purposes could have adverse
consequences for the Fund and its shareholders.
PERFORMANCE HISTORY
The Fund does not
have a full calendar year of performance history. In the future,
performance information will be presented in this section of the Prospectus.
Performance information will contain a bar chart and table that provide some
indication of the risks of investing in the Fund by showing changes in the
Fund’s performance from year to year and by showing the Fund’s average annual
returns for certain time periods as compared to a broad measure of market
performance. Investors
should be aware that past performance before and after taxes is not necessarily
an indication of how the Fund will perform in the
future.
Updated
performance information for the Fund, including its current net asset value per
share, is available by calling toll-free at (844)
802-4004.
INVESTMENT
ADVISER
REX
Advisers, LLC (the “Adviser”) is the investment adviser to the
Fund.
Portfolio
Managers
Matthew
Pelletier, Lead Portfolio Manager of the Adviser, has served as the Fund’s
portfolio manager since its inception in 2025.
Matthew
Holcomb, Senior Vice President, Senior Trader and Portfolio Manager of the
Adviser, has served as the Fund’s portfolio manager since its inception in
2025.
PURCHASE
AND SALE OF FUND SHARES
The
Fund will issue (or redeem) shares to certain institutional investors (typically
market makers or other broker-dealers) only in large blocks of at least 25,000
shares known as “Creation Units.” Creation Unit transactions are typically
conducted in exchange for the deposit or delivery of cash, although the Fund
reserves the right to issue Creation Units in exchange for the deposit or
delivery of a combination of in-kind assets and cash. Individual shares may only
be purchased and sold on a national securities exchange through a broker-dealer.
You can purchase and sell individual shares of the Fund throughout the trading
day like any publicly traded security. The Fund’s shares are listed on the
Exchange (i.e.,
Cboe BZX Exchange, Inc.). The price of the Fund’s shares is based on market
price, and because exchange-traded fund shares trade at market prices rather
than NAV, shares may trade at a price greater than NAV (premium) or less than
NAV (discount). When buying or selling shares through a broker, most investors
will incur customary brokerage commissions and charges and you may pay some or
all of the spread between the bid and the offered prices in the secondary market
for shares. Except when aggregated in Creation Units, the Fund’s shares are not
redeemable securities. Recent information regarding the Fund, including its NAV,
market price, premiums and discounts, and bid/ask spreads, is available on the
Fund’s website at www.rexshares.com.
TAX
INFORMATION
The
Fund’s distributions will be taxed as ordinary income or capital gain, unless
you are investing through a tax-deferred arrangement, such as a 401(k) plan or
an individual retirement account in which case withdrawals from such
arrangements generally will be taxed.
PAYMENTS
TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
If
you purchase shares of the Fund through a broker-dealer or other financial
intermediary (e.g.,
a bank), the Fund and its related companies may pay the intermediary for the
sale of Fund shares and related services. These payments may create a conflict
of interest by influencing the broker-dealer or other financial intermediary and
your salesperson to recommend the Fund over another investment. Ask your
salesperson or visit your financial intermediary’s website for more
information.
FUND
SUMMARY – REX-OSPREYTM
DOGE ETF
INVESTMENT
OBJECTIVE
REX-OspreyTM DOGE ETF (the “Fund”) seeks investment results of the performance,
before fees and expenses, of Dogecoin (“DOGE” or the “Reference
Asset”).
Fees and Expenses of the
Fund
This
table describes the fees and expenses that you may pay if you buy, hold and sell
shares of the Fund. You may pay other fees, such as brokerage commissions and other fees
to financial intermediaries, which are not reflected in the table and example
below.
|
|
|
|
|
| |
|
Annual
Fund Operating Expenses
(expenses
that you pay each year as a percentage of the value of your
investment) |
|
Management
Fee(1) |
1.50% |
| Distribution
(12b-1) and Service Fees |
0.00% |
| Other
Expenses |
0.00% |
| Total
Annual Fund Operating Expenses |
1.50% |
(1)Under the
Investment Advisory Agreement, REX Advisers, LLC (the “Adviser”), at its own
expense and without reimbursement from the Fund, pays all of the expenses of the
Fund, excluding the advisory fees, interest expenses, taxes, acquired fund fees
and expenses, brokerage commissions and any other portfolio transaction-related
expenses and fees arising out of transactions effected on behalf of the Fund,
credit facility fees and expenses, including interest expenses, and litigation
and indemnification expenses and other extraordinary expenses not incurred in
the ordinary course of the Fund’s business.
Example
This example is intended to help you compare the cost of investing
in the Fund with the cost of investing in other funds. The example assumes that
you invest $10,000 in the Fund for the time periods indicated and then hold or
redeem all your shares at the end of those periods. The example also assumes
that your investment has a five percent (5%) return each year and that the
Fund’s operating expenses remain the same. Although your
actual costs may be higher or lower, based on these assumptions your costs would
be:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Name
of Fund |
1
Year |
3
Years |
5
Years |
10
Years |
|
REX-OspreyTM
DOGE ETF |
$153 |
$474 |
$818 |
$1,791 |
Portfolio
Turnover
The Fund pays transaction costs, such as commissions, when it buys
and sells securities or other assets (or “turns over” its portfolio). A higher
portfolio turnover rate may indicate higher transaction costs and may result in
higher taxes when Fund shares are held in a taxable account. These costs, which
are not reflected in annual fund operating expenses or in the example, affect
the Fund’s performance. For the period September 18, 2025 (commencement of
operations) to January 31, 2026, the Fund’s portfolio turnover rate was
15.77% of the average
value of its portfolio.
PRINCIPAL INVESTMENT
STRATEGIES
The
Fund, under normal market conditions, invests at least 80% of its
net assets (plus any borrowings for investment purposes) in the Reference Asset
and other assets that provide exposure to the Reference Asset.
The Fund will invest directly or through the REX-OspreyTM
DOGE Subsidiary, which is described more fully below.
Although
the Fund seeks returns equal to the Reference Asset, the Fund’s performance will
not replicate the performance of the Reference Asset (i.e., the Fund’s returns
may not be the same as the Reference Asset, due to fees and expenses of the Fund
and the
Reference
ETFs in which it invests, trading and other expenses, but will generally be in
the same direction in a positive or negative manner).
The
Fund seeks to invest the majority of its assets directly in the Reference Asset.
The Fund will generally purchase and sell DOGE on exchanges such as Coinbase and
Kraken. DOGE is a cryptocurrency that was introduced on December 6, 2013,
and quickly developed its own online community, reaching a peak market
capitalization of over US$85 billion on May 5, 2021. As of
January 31, 2026, the market capitalization of DOGE was approximately $17.5
billion.
The
Fund will invest at least 40% of its assets directly in shares of other
exchange-traded funds (“ETFs”) and exchange-traded products (“ETPs”), including
non-U.S. exchange-traded products (“non-US ETPs”), which invest directly in,
provide exposure to, replicate the performance of, or have trading and/or price
performance characteristics similar to the Reference Asset (all such ETFs, ETPs
and non-US ETPs, “Reference ETFs”). The non-U.S. ETPs in which the Fund may
invest are domiciled in Europe and are listed and available for sale in various
jurisdictions in Europe (such as Austria, Belgium, Denmark, Finland, France,
Germany, Italy, Ireland, Luxembourg, Netherlands, Norway, Poland, Spain, Sweden,
and Switzerland). Where available, the Fund will invest in the USD share class
of the applicable non-U.S. ETP. Non-US ETPs will not be treated as regulated
investment companies for U.S. federal income tax purposes and therefore will not
be taxed as such. The Fund will allocate portfolio assets to one or more of the
following Reference ETFs at any one time, although this list may change over
time:
|
|
|
|
|
|
|
|
| |
| Reference
ETF |
Exchange |
Ticker
Symbol |
| 21
Shares Dogecoin ETP |
Switzerland |
DOGE.SW |
The
Fund may seek to gain exposure to the Reference Asset, in whole or in part,
through investments in a subsidiary organized in the Cayman Islands, the
REX-OspreyTM
DOGE (Cayman) Portfolio S.P. (i.e., the “DOGE
Subsidiary”).
The DOGE
Subsidiary
is wholly-owned and controlled by the Fund. Except as noted, references to the
investment strategies and risks of the Fund include the investment strategies
and risks of the DOGE Subsidiary. The DOGE Subsidiary has the same investment
objective as the Fund and will follow the same general investment policies and
restrictions. The Fund will aggregate its investments with the DOGE Subsidiary
for purposes of determining compliance with (i) Section 8 of the Investment
Company Act of 1940 (the “1940 Act”), which governs fundamental investment
limitations (which are described more specifically in the Fund’s statement of
additional information); and (ii) Section 18 of the 1940 Act, which governs
capital structure and includes limitations associated with the Fund’s ability to
leverage its investments. Additionally, the DOGE Subsidiary’s investment
advisory contracts will be governed in accordance with Section 15 of the 1940
Act, and the DOGE Subsidiary will adhere to applicable provisions of Section 17
of the 1940 Act governing affiliate transactions. The principal investment
strategies and principal risks of the DOGE Subsidiary constitute principal
investment strategies and principal risks of the Fund, and the disclosures of
those strategies and risks in this prospectus are designed to reflect the
aggregate operations of the Fund and the DOGE Subsidiary.
The
Fund may invest in other exchange-traded funds for cash management purposes.
Such exchange-traded funds may include The Laddered T-Bill ETF, which the Board
of Trustees of the Fund has determined to be within the same group of investment
companies as the Fund.
The
Fund may engage in reverse repurchase agreements on government securities,
investment grade corporate securities or similar transactions to
help the Fund meet its investment objective by maintaining exposure to the
Reference Asset and Reference ETPs that themselves provide exposure to the
Reference Asset, and also by maintaining its tax status as a regulated
investment company, and for
leveraging purposes.
The
Fund is classified as “non-diversified” under the Investment Company Act of 1940
(the “1940 Act”).
Information
about DOGE and Meme Coins
A
"meme coin" is a type of cryptocurrency inspired by internet memes, public
figures, current events, or trends, often created to attract an enthusiastic
online community for trading and social interaction. These coins are usually
bought not for their functional utility, but for entertainment, cultural
engagement, and speculative investment—similar to digital
collectibles.
Meme coins typically offer limited or no real-world functionality and are known
for their high volatility due to their value being driven primarily by market
sentiment and online hype.
Dogecoin
is one of the earliest meme coins, originally launched in December 2013.
Dogecoin was developed by software engineers Billy Markus and Jackson Palmer,
using the codebase of Litecoin, and it operates on its own blockchain. Dogecoin
has an unlimited, inflationary supply where a fixed 10,000 DOGE are minted every
minute as a block reward for miners, resulting in a perpetual increase in the
total supply.
Dogecoin
is traded on most major centralized cryptocurrency exchanges (CEX), making it
easily accessible to a broad range of users. It can be purchased with fiat
currencies or other cryptocurrencies and stored in any wallet that supports
Dogecoin. While it was not originally designed with significant functionality in
mind, Dogecoin has been used for tipping content creators online, charitable
donations, and even sponsorships. Despite occasional surges in popularity—often
driven by celebrity endorsements or social media trends—Dogecoin remains highly
speculative and subject to significant market
volatility.
PRINCIPAL
INVESTMENT RISKS
As with all
funds, a shareholder is subject to the risk that his or her investment could
lose money. The principal risks affecting shareholders’
investments in the Fund are set forth below. An investment in the Fund is not a bank deposit and is not
insured or guaranteed by the Federal
Deposit Insurance Corporation (the “FDIC”)
or any government agency. For
more information about the risks of investing in the Fund, see the section in
the Fund’s Prospectus titled “Additional Information About the Fund’s
Investments.” Each risk summarized below is considered a principal risk of
investing in the Fund, regardless of the order in which it appears.
Meme
Coin Investing Risk. Investing
in meme coins involves substantial risks that may result in partial or total
loss of capital. These coins are subject to extreme volatility driven largely by
social media trends, speculative trading, and public sentiment, rather than
underlying fundamentals or utility. Most meme coins lack intrinsic value and do
not offer meaningful technological or economic use cases. As such, their prices
are highly susceptible to rapid declines once speculative interest wanes. Meme
coins carry significant risk due to their highly speculative and volatile
nature, lack or regulatory protection, and high potential for
fraud.
Meme
coins are also particularly vulnerable to market manipulation, including “pump
and dump” schemes, and are often influenced by the trading activity of large
holders who can artificially inflate or crash prices. Liquidity constraints may
further impair an investor’s ability to exit positions without incurring losses.
Additionally, the lack of transparency in governance and development, combined
with the possibility of insider advantages and rug pulls—where developers
abruptly abandon the project—raises the potential for fraud and significant
investor harm. Cybersecurity threats such as phishing and hacking also pose
risks to the safety of investors’ holdings.
Moreover,
the regulatory landscape for digital assets, particularly meme coins, remains
unsettled. In recent guidance, the staff of the SEC stated its position that
memecoins should be viewed as “collectibles” and not securities, meaning that
most memecoins do not carry the protections of the federal securities laws.
However, courts could come to a different conclusion. Regulatory developments
could adversely impact the viability, tradability, or legal status of meme
coins. Given these risks, prospective investors should conduct thorough due
diligence and carefully consider whether such investments align with their risk
tolerance and investment objectives.
Risks
Related to the Regulation of DOGE. Any
final determination by a court that DOGE or any other digital asset is a
“security” or “commodity” may adversely affect the value of DOGE and the value
of the Fund’s shares, and, if DOGE is not, or cannot, be registered as a
security, result in a potential termination of the Fund.
Depending
on its characteristics, a digital asset may be considered a “security” under the
federal securities laws. The test for determining whether a particular digital
asset is a “security” is complex and difficult to apply, and the outcome is
difficult to predict. Public, though non-binding, statements by senior officials
at the SEC have indicated that the SEC did not consider Bitcoin or ETH to be
securities, and does not currently consider Bitcoin to be a security. The SEC
staff has also provided informal assurances via no-action letter to a handful of
promoters that their digital assets are not securities. The SEC staff’s guidance
regarding whether a digital asset is or is not a security is not determinative
or binding and a court may come to a different conclusion.
Whether
a digital asset is a security under the federal securities laws depends on
whether it is included in the lists of instruments making up the definition of
“security” in the Securities Act of 1933, the Securities Exchange Act of 1934
and the 1940 Act. Digital assets as such do not appear in any of these lists,
although each list includes the terms “investment contract,” “note,” and
“transferable shares” and the SEC has typically analyzed whether a particular
digital asset is a security by reference to whether it meets the tests developed
by the federal courts interpreting these terms, known as the Howey and Reves
tests, respectively. For many digital assets, whether or not the Howey or Reves
tests are met is difficult to resolve definitively, and substantial legal
arguments can often be made both in favor of and against a particular digital
asset qualifying as a security under one or both tests. Adding to the
complexity, the courts, the SEC and the SEC staff have indicated that the
security status of a particular instrument, such as a digital asset, can change
over time as the relevant facts evolve.
As
part of determining whether DOGE is a security for purposes of the federal
securities laws, the Fund takes into account a number of factors, including the
various definitions of “security” under the federal securities laws and federal
court decisions interpreting elements of these definitions, such as the U.S.
Supreme Court’s decisions in the Howey and Reves cases, as well as reports,
orders, press releases, public statements and speeches by the SEC, its
commissioners and its staff providing guidance on when a digital asset may be a
security for purposes of the federal securities laws. Through this process, and
the recent listing of CFTC regulated futures contracts, a reasonable argument
exists that DOGE is not a security for purposes of the Securities Act of 1933
and the Securities Exchange Act of 1934, in light of the uncertainties inherent
in the Howey and Reves tests.
If
an appropriate court determines that DOGE is a security, the Advisor would not
intend to permit the Fund to continue holding its investments in a way that
would violate the federal securities laws (and therefore, if necessary, would
either dissolve the Fund or potentially seek to operate the Fund in a manner
that complies with the federal securities laws).
Dogecoin
Public Figure and Reputational Risk.
Dogecoin is unusual among digital assets in that its market value and public
perception have been heavily influenced by endorsements and commentary from
high-profile individuals and organizations, rather than by underlying
technological development or adoption. Public statements and endorsements have
historically coincided with episodes of extreme price volatility, sometimes
resulting in rapid and substantial increases or decreases in value within short
periods.
Although
these individuals and organizations have no affiliation with or control over the
Dogecoin Network, their association with Dogecoin creates reputational risks
that may adversely affect its value. Negative publicity surrounding such figures
or institutions, or the perception that Dogecoin is tied to them, may undermine
investor confidence and reduce demand.
Additionally,
a newly established U.S. government agency, the Department of Governmental
Efficiency (commonly referred to by the acronym “DOGE”), has no affiliation with
Dogecoin or the Dogecoin Network. Nonetheless, the use of the same acronym may
create confusion or reputational harm by association. Negative developments
relating to this agency, or other unrelated entities that adopt the “DOGE” name,
could reduce public demand for Dogecoin and negatively impact its price and the
value of the Trust.
As
a result, Dogecoin’s price may be disproportionately affected by external
commentary and sentiment unrelated to the fundamentals of the Dogecoin Network.
This susceptibility increases the likelihood of sudden declines in value and may
lead to significant or total losses for investors.
Digital
Assets/Cryptocurrency Risk.
The
performance of the Reference Asset, and consequently the Fund’s performance, is
subject to the risks of the digital assets/cryptocurrency industry.
The
trading prices of many digital assets, including the Reference Asset, have
experienced extreme volatility in recent periods and may continue to do so.
Extreme volatility in the future, including further declines in the trading
prices of the Reference Asset, could have a material adverse effect on the value
of the Fund’s shares (“Shares”) and the Shares could lose all or substantially
all of their value. The value of the Shares is subject to a number of factors
relating to the fundamental investment characteristics of the Reference Asset as
a digital asset, including the fact that digital assets are bearer instruments
and loss, theft, destruction, or compromise of the associated private keys could
result in permanent loss of the asset, and the capabilities and
development
of blockchain technologies. Digital assets represent a new and rapidly evolving
industry, and the value of the Shares depends on the acceptance of the Reference
Asset. Changes in the governance of a digital asset network may not receive
sufficient support from users and validators, which may negatively affect that
digital asset network’s ability to grow and respond to
challenges.
Cryptocurrencies, such as the Reference Asset, are a subset of
digital assets designed to act as a medium of exchange. Despite being referred
to as “currencies,” crypto assets are not widely accepted as a means of payment,
are not backed by any government or central bank, and are not legal tender. The
value of digital assets is determined by supply and demand in the global
markets, which consist primarily of transactions of the respective digital
assets on electronic trading platforms or trading venues. Unlike the exchanges
for more traditional assets, the regulation of digital asset trading platforms
is highly fragmented. Due to the fragmentation and lack of oversight of these
trading venues, there is a heightened potential for fraud and manipulation.
Regulation in the U.S. is still developing.
Reference
Asset ETF Investing Risk. Issuer-specific
attributes related to ETFs in which the Fund may invest may cause an investment
held by the Fund to be more volatile than the market generally. The value of an
individual security or asset or particular type of security or asset may be more
volatile than the market as a whole and may perform differently from the value
of the market as a whole. When the Fund invests in ETFs it will incur costs
associated with such funds, including management fees and fees and expenses
borne by shareholders of such ETFs. The value of shares in an ETF may not
replicate the performance of the Reference Asset and the Fund’s investments in
the ETFs will not perform exactly the same as the Fund’s direct investments in
the Reference Asset. However,
the Adviser will still seek to invest as much of the Fund’s portfolio assets
into the Reference Asset directly rather than through a Reference ETF provided
that the Fund will always have at least 40% of its assets in securities.
The
following is a summary of risk factors related to the ETFs that invest in the
Reference Assets as identified by the Reference ETFs in their registration
statements – this is not purported to be a complete list of risks (references to
“shares” in this section are to shares of the Reference ETF).
Risk
Factors Related to Digital Assets
•The
Reference Asset and investments linked to the Reference Asset are relatively new
investments, they present unique and substantial risks, and investing in
Reference Assets has been subject to significant price volatility. The trading
prices of many digital assets, including the Reference Asset, have experienced
extreme volatility in recent periods and may continue to do so. Extreme
volatility in the future, including further declines in the trading prices of
Reference Asset, could have a material adverse effect on the value of the shares
and the shares could lose all or substantially all of their value.
•The
value of the Reference Asset has been and may continue to be deeply speculative
such that trading and investing in the Reference Asset intraday may not be based
on fundamental analysis. Individuals and organizations holding large amounts of
the Reference Asset known as “whales” may have the ability to manipulate the
price of the Reference Asset. The value of the shares is subject to a number of
factors relating to the fundamental investment characteristics of the Reference
Assets as a digital asset, including the fact that digital assets are bearer
instruments and loss, theft, destruction, or compromise of the associated
private keys could result in permanent loss of the asset, and the capabilities
and development of blockchain technologies. For example, a blockchain may be
subject to attack by a group of miners or validators that possess more than 50%
of the blockchain’s hashing power. The value of the Fund’s investments in the
Reference Asset may be adversely affected by such an attack.
•Digital
assets represent a new and rapidly evolving industry, and the value of the
shares depends on the acceptance of the Reference Asset.
•Changes
in the governance of a digital asset network may not receive sufficient support
from users and miners, which may negatively affect that digital asset network’s
ability to grow and respond to challenges.
Risk
Factors Related to the Digital Asset
Platforms
•The
value of the Shares relates directly to the value of the Reference Asset, the
value of which may be highly volatile and subject to fluctuations due to a
number of factors.
•Proposed
changes to the Reference Asset blockchain protocol may not be adopted by a
sufficient number of validators or miners, which may result in competing
blockchains with different native crypto assets and sets of participants (known
as a “fork”). The value of an investment in the Fund may be negatively impacted
by a temporary or permanent “fork”.
•The
Reference Asset blockchain protocol may contain flaws that can be exploited by
attackers and which may adversely affect the value of Reference Asset and the
Fund’s investments. Flaws in the source code for digital assets have been
exploited including flaws that disabled some functionality for users, exposed
users’ personal information and/or resulted in the theft of users’ digital
assets. The cryptography underlying the Reference Asset could prove to be flawed
or ineffective, or developments in mathematics and/or technology, including
advances in digital computing, algebraic geometry and quantum computing, could
result in such cryptography becoming ineffective. In any of these circumstances,
a malicious actor may be able to compromise the security of the Reference
Asset’s network or take the Fund’s Reference Asset, which would adversely affect
the value of the Fund. Exposure of the Reference Asset to instability in other
speculative parts of the blockchain and crypto industry, such as through an
event that is not necessarily related to the security or utility of Reference
Asset blockchain can nonetheless precipitate a significant decline in the price
of the Reference Asset and an investment in the Fund.
•As
of January 31, 2026, there are over 17,000 alternative digital assets with a
total market capitalization of approximately $3.2 trillion. Many consortiums and
financial institutions are also researching and investing resources into private
or permissioned smart contract platforms. Competition from the emergence or
growth of alternative digital assets and smart contracts platforms could have a
negative impact on the demand for, and price of, the Reference Asset and thereby
adversely affect the value of the Fund.
•Use
of the Reference Asset by consumers and institutions as a medium of exchange in
commerce may be limited. Banks and other established financial institutions may
refuse to process funds for Reference Asset transactions; process wire transfers
to or from digital asset platforms, Reference Asset-related companies or service
providers; or maintain accounts for persons or entities transacting in the
Reference Asset. Processing of transactions in the Reference Asset may be slow,
transaction fees may be subject to significant variability. As a result, the
price of the Reference Asset may be influenced to a significant extent by
speculators and miners, thus contributing to price volatility that makes
retailers less likely to accept it as a form of payment in the
future.
Risk
Factors Related to the Regulation of the Reference Asset
•There
are risks regarding new or changing laws and regulations that may affect the use
of blockchain technology and/or investments in crypto assets. Digital asset
platforms in the U.S. exist in a state of regulatory uncertainty, and adverse
legislative or regulatory developments could significantly harm the value of the
Reference Asset, such as by banning, restricting or imposing onerous conditions
or prohibitions on the use of the Reference Asset, mining activity, digital
wallets, the provision of services related to trading and custodying the
Reference Asset, the operation of the Reference Asset network, or the digital
asset platforms generally. Accordingly, future regulatory changes may have a
material adverse impact on the Fund’s investments and its ability to implement
its investment strategy.
•If
regulators subject the Reference Asset to regulation, this could result in
extraordinary expenses that could potentially be borne by The Fund.
•The
treatment of digital assets for U.S. federal, state and local income tax
purposes is uncertain.
Exchange-Traded
Products Risk.
The Fund invests in other ETFs and ETPs, including those based outside the
United States. These investments carry the same risks as the securities they
hold and may trade at prices above or below the value of their holdings.
Non-U.S. ETPs are not registered investment companies and are subject to
different regulations
than
U.S. ETFs. They may also be taxed differently for U.S. investors, which could
increase the Fund’s taxable income or cause the Fund to sell investments at
unfavorable times to meet tax requirements.
Subsidiary
Investment Risk. Changes
in the laws of the United States and/or the Cayman Islands, under which the Fund
and the DOGE Subsidiary are organized, respectively, could result in the
inability of the Fund to operate as intended and could negatively affect the
Fund and its shareholders. The DOGE Subsidiary is not registered under the 1940
Act and is not subject to all the investor protections of the 1940 Act. Thus,
the Fund, as an investor in the DOGE Subsidiary, will not have all the
protections offered to investors in registered investment
companies.
Reverse
Repurchase Agreement Risk.
A reverse repurchase agreement is the sale by the Fund of a security to a party
for a specified price, with the simultaneous agreement by the Fund to repurchase
that security from that party on a future date at a higher price. Similar to
borrowing, reverse repurchase agreements provide the Fund with cash for
investment purposes, which creates leverage and subjects the Fund to the risks
of leverage. Reverse repurchase agreements also involve the risk that the other
party may fail to return the securities in a timely manner or at all. The Fund
could lose money if it is unable to recover the securities and/or if the value
of collateral held by the Fund, including the value of the investments made with
cash collateral, is less than the value of
securities.
Concentration
Risk. The Fund’s assets will be concentrated in the sector or sectors
or industry or group of industries that are assigned to the Reference Asset,
which will subject the Fund to the risk that economic, political or other
conditions that have a negative effect on those sectors and/or industries may
negatively impact the Fund to a greater extent than if the Fund’s assets were
invested in a wider variety of sectors or
industries.
Cyber
Security Risk.
The Fund and its service providers, such as the custodian, are susceptible to
operational risks through breaches in cyber security. A breach in cyber security
refers to both intentional and unintentional events that may cause the Fund and
its service providers to lose proprietary information, suffer data corruption or
lose operational capacity. Such events could cause the Fund to incur regulatory
penalties, reputational damage, additional compliance costs associated with
corrective measures and/or financial loss, including loss of the Reference
Asset. Cyber security breaches may involve unauthorized access to the Fund’s
digital information systems through hacking or malicious software coding but may
also result from outside attacks such as denial-of-service attacks through
efforts to make network services unavailable to intended users. In addition,
cyber security breaches of the issuers of securities in which the Fund invests
or the Fund’s third-party service providers, such as its administrator, transfer
agent, custodian, or sub-advisor, as applicable, can also subject the Fund to
many of the same risks associated with direct cyber security breaches. Although
the Fund has established risk management systems designed to reduce the risks
associated with cyber security, there is no guarantee that such efforts will
succeed, especially because the Fund does not directly control the cyber
security systems of issuers or third-party service
providers.
Custodian
Risk.
The Reference Asset and other assets held by the Fund that operate on
distributed ledger/blockchain technology can only be transferred by the person
holding both the public and private keys to the digital wallet in which the
asset is held. The Fund’s Crypto Custodians that custody the Fund’s digital
assets are in control of the private keys for each of the Fund’s digital
wallets. In the event such custodian loses sole control of the private keys
(e.g., through a data breach or hack), the Fund’s digital assets held by such
custodian could be lost. The Fund’s custodian uses hardware security modules
(HSMs) as part of their security architecture. An HSM is a specialized device
that can generate and hold private keys securely and can use those keys to sign
and approve transactions. The HSMs’ custom logic verifies that all sensitive
requests (withdrawals, policy changes, new user additions, etc.) are approved by
a valid quorum of client users and also approved by the custodian, and they
provide on-demand private key accessibility.
Foreign
Securities Risk. To
the extent the Fund invests in securities of foreign ETFs, such investments may
be subject to additional risks not typically associated with investments in
domestic securities. These risks may include, among others, currency risk,
country risks (political, diplomatic, regional conflicts, terrorism, war, social
and economic instability, currency devaluations and policies that have the
effect of limiting or restricting foreign investment or the movement of assets),
different trading practices, less government supervision, less publicly
available information, limited trading markets and greater
volatility.
ETF
Risks.
The Fund is an exchange-traded fund, and, as a result of an ETF’s structure, it
is exposed to the following risks:
•Authorized
Participants, Market Makers, and Liquidity Providers Limitation
Risk. The Fund has a limited number of financial institutions that may
act as Authorized Participants (“APs”). In addition, there may be a limited
number of market makers and/or liquidity providers in the marketplace. To the
extent either of the following events occur, shares of the Fund (“Shares”) may
trade at a material discount to NAV and possibly face delisting: (i) APs exit
the business or otherwise become unable to process creation and/or redemption
orders and no other APs step forward to perform these services, or (ii) market
makers and/or liquidity providers exit the business or significantly reduce
their business activities and no other entities step forward to perform their
functions.
•Cash
Redemption Risk.
The Fund intends to redeem Shares for cash or to otherwise include cash as part
of its redemption proceeds. The Fund may be required to sell or unwind portfolio
investments to obtain the cash needed to distribute redemption proceeds. This
may cause the Fund to recognize a capital gain that it might not have recognized
if it had made a redemption in-kind. As a result, the Fund may pay out higher
annual capital gain distributions than if the in-kind redemption process was
used.
•Costs
of Buying or Selling Shares.
Due to the costs of buying or selling Shares, including brokerage commissions
imposed by brokers and bid/ask spreads, frequent trading of Shares may
significantly reduce investment results and an investment in Shares may not be
advisable for investors who anticipate regularly making small
investments.
•Shares
May Trade at Prices Other Than NAV. As with all ETFs, Shares may be bought and sold in the secondary
market at market prices. Although it is expected that the market price of Shares
will approximate the Fund’s NAV, there may be times when the market price of
Shares is more than the NAV intra-day (premium) or less than the NAV intra-day
(discount) due to supply and demand of Shares or during periods of market
volatility. This risk is heightened in times of market volatility and volatility
in the Fund’s portfolio holdings, periods of steep market declines, and periods
when there is limited trading activity for Shares in the secondary market, in
which case such premiums or discounts may be significant. If an investor
purchases Shares at a time when the market price is at a premium to the NAV of
the Shares or sells at a time when the market price is at a discount to the NAV
of the Shares, then the investor may sustain losses that are in addition to any
losses caused by a decrease in NAV.
•Trading.
Although Shares are listed for trading on a national securities exchange, and
may be traded on other U.S. exchanges, there can be no assurance that Shares
will trade with any volume, or at all, on any stock exchange. In stressed market
conditions, the liquidity of Shares may begin to mirror the liquidity of the
Fund’s underlying portfolio holdings, which can be significantly less liquid
than Fund Shares.
Inflation
Risk.
Inflation risk is the risk that the value of assets or income from investments
will be less in the future as inflation decreases the value of money. As
inflation increases, the present value of the Fund’s assets and distributions,
if any, may decline.
Indirect
Investment Risk. Neither the Reference Asset nor the Dogecoin Network is
affiliated with the Trust, the Fund, or the Adviser, or any affiliates thereof
and are not involved with this offering in any way, and have no obligation to
consider the Fund in taking any actions that might affect the value of the Fund.
None of the Trust, the Fund, the Adviser, or any affiliate are responsible for
the performance of the Reference Asset and make no representation as to the
performance of the Reference Asset. Investing in the Fund is not equivalent to
investing in the Reference Asset.
Non-Correlation
Risk. The performance of the fund will not, and is not intended to,
correlate exactly to the performance of the Reference Asset and will vary
somewhat due to factors such as fees and expenses of the Fund and the Reference
ETFs, transaction costs, regulatory restrictions, and active management of the
Fund’s portfolio.
New
Fund Risk. As
of the date of this prospectus, the Fund has less than a year of operations and
currently has fewer assets than larger funds. Like other new funds, large
inflows and outflows may impact the Fund’s market exposure for
limited
periods of time. This impact may be positive or negative, depending on the
direction of market movement during the period
affected.
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 smaller number of issuers than
if it was a diversified fund. As a result, a decline in the value of an
investment in a single issuer or a smaller number of issuers could cause the
Fund’s overall value to decline to a greater degree than if the Fund held a more
diversified portfolio.
Operational
Risk. The
Fund is subject to risks arising from various operational factors, including,
but not limited to, human error, processing and communication errors, errors of
the Fund’s service providers, counterparties or other third-parties, failed or
inadequate processes and technology or systems failures. The Fund relies on
third-parties for a range of services, including custody. Any delay or failure
relating to engaging or maintaining such service providers may affect the Fund’s
ability to meet its investment objective. Although the Fund, Adviser, and
Sub-Adviser seek to reduce these operational risks through controls and
procedures, there is no way to completely protect against such
risks.
Economic
and Market Events Risk. Events
in the U.S. and global financial markets, including actions taken by the U.S.
Federal Reserve or foreign central banks to stimulate or stabilize economic
growth, may at times, and for varying periods of time, result in unusually high
market volatility, which could negatively impact the Fund’s performance and
cause the Fund to experience illiquidity, shareholder redemptions, or other
potentially adverse effects. Reduced liquidity in credit and fixed-income
markets could negatively affect issuers worldwide. Banks and financial services
companies could suffer losses if interest rates rise or economic conditions
deteriorate.
Tax
Risk. The
Fund will qualify as a regulated investment company (a “RIC”) for tax purposes
if, among other things, it satisfies a source-of-income test and an
asset-diversification test. Investing in DOGE (or any other digital asset) or
derivatives based upon DOGE (or any other digital assets) presents a risk for
the Fund because income from such investments would not qualify as good income
under the source-of-income test. The Fund will gain exposure to the Reference
Asset through investments in the DOGE
Subsidiary,
which is intended to provide the Fund with exposure to DOGE returns while
enabling the Fund to satisfy source-of-income requirements. There is some
uncertainty about how the DOGE
Subsidiary will be treated for tax purposes and thus whether the Fund can
maintain exposure to DOGE returns without risking its status as a RIC for tax
purposes. Failing to qualify as a RIC for tax purposes and not curing such
failure could have adverse consequences for the Fund and its shareholders,
including that both the income of the Fund and dividends paid to its
shareholders would be subject to U.S. federal income tax and that such taxes
applied at the Fund level would correspondingly reduce the NAV of the
Fund.
U.S.
Government Securities Risk.
U.S. government securities are subject to interest rate risk but generally do
not involve the credit risks associated with investments in other types of debt
securities. As a result, the yields available from U.S. government securities
are generally lower than the yields available from other debt securities. U.S.
government securities are guaranteed only as to the timely payment of interest
and the payment of principal when held to maturity.
PERFORMANCE HISTORY
The Fund does not
have a full calendar year of performance history. In the future,
performance information will be presented in this section of the Prospectus.
Performance information will contain a bar chart and table that provide some
indication of the risks of investing in the Fund by showing changes in the
Fund’s performance from year to year and by showing the Fund’s average annual
returns for certain time periods as compared to a broad measure of market
performance. Investors
should be aware that past performance before and after taxes is not necessarily
an indication of how the Fund will perform in the
future.
Updated
performance information for the Fund, including its current net asset value per
share, is available by calling toll-free at (844)
802-4004.
INVESTMENT
ADVISER
REX
Advisers, LLC (the “Adviser”) is the investment adviser to the
Fund.
Portfolio
Managers
Matthew
Pelletier, Lead Portfolio Manager of the Adviser, has served as the Fund’s
portfolio manager since its inception in 2025.
Matthew
Holcomb, Senior Vice President, Senior Trader and Portfolio Manager of the
Adviser, has served as the Fund’s portfolio manager since its inception in
2025.
PURCHASE
AND SALE OF FUND SHARES
The
Fund will issue (or redeem) shares to certain institutional investors (typically
market makers or other broker-dealers) only in large blocks of at least 25,000
shares known as “Creation Units.” Creation Unit transactions are typically
conducted in exchange for the deposit or delivery of in-kind securities and/or
cash. Individual shares may only be purchased and sold on a national securities
exchange through a broker-dealer. You can purchase and sell individual shares of
the Fund throughout the trading day like any publicly traded security. The
Fund’s shares are listed on the Exchange (i.e.,
Cboe BZX Exchange, Inc.). The price of the Fund’s shares is based on market
price, and because exchange-traded fund shares trade at market prices rather
than NAV, shares may trade at a price greater than NAV (premium) or less than
NAV (discount). When buying or selling shares through a broker, most investors
will incur customary brokerage commissions and charges and you may pay some or
all of the spread between the bid and the offered prices in the secondary market
for shares. Except when aggregated in Creation Units, the Fund’s shares are not
redeemable securities. Recent information regarding the Fund, including its NAV,
market price, premiums and discounts, and bid/ask spreads, is available on the
Fund’s website at www.rexshares.com.
TAX
INFORMATION
The
Fund’s distributions will be taxed as ordinary income or capital gain, unless
you are investing through a tax-deferred arrangement, such as a 401(k) plan or
an individual retirement account in which case withdrawals from such
arrangements generally will be taxed.
PAYMENTS
TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
If
you purchase shares of the Fund through a broker-dealer or other financial
intermediary (e.g.,
a bank), the Fund and its related companies may pay the intermediary for the
sale of Fund shares and related services. These payments may create a conflict
of interest by influencing the broker-dealer or other financial intermediary and
your salesperson to recommend the Fund over another investment. Ask your
salesperson or visit your financial intermediary’s website for more
information.
ADDITIONAL
INFORMATION ABOUT THE FUNDS’ INVESTMENTS
Investment
Objective
REX-OspreyTM
ETH + Staking ETF seeks investment results of the performance, before fees and
expenses, of Ether (“ETH” or the “Reference Asset”) plus staking rewards
associated with the Reference Asset.
REX-OspreyTM
SOL + Staking ETF seeks investment results of the performance, before fees and
expenses, of Solana (“SOL” or the “Reference Asset”) plus staking rewards
associated with the Reference Asset.
REX-OspreyTM
DOGE ETF seeks investment results of the performance, before fees and expenses,
of Dogecoin (“DOGE” or the “Reference Asset”).
The
Funds’ investment objectives and each Fund's policy to invest at least 80% of
its net assets in the investments suggested by its name may be changed by the
Board of Trustees (the “Board”) of ETF Opportunities Trust (the “Trust”) without
shareholder approval upon 60 days’ written notice to shareholders.
Investment
Strategies
Each
Fund, under normal market conditions, invests at least 80% of its net
assets (plus any borrowings for investment purposes) in its respective Reference
Asset and other assets that provide exposure to the Reference Asset. Each Fund
will invest directly or through its respective Cayman Subsidiary, which is
described more fully below.
Although
each Fund seeks returns equal to the Reference Asset, each Fund’s performance
will not, and is not intended to, replicate the performance of the Reference
Asset (i.e., the Fund’s returns may not, be the same as the Reference Asset, due
to staking rewards, trading and other expenses, but will generally be in the
same direction in a positive or negative manner).
The
REX-OspreyTM
ETH + Staking ETF will invest in and hold ETH. ETH is a cryptocurrency that was
introduced in 2015, and quickly developed its own online community,
reaching a peak market capitalization of over US $570 billion on November 9,
2021. As of January 31, 2026, the market capitalization of ETH was approximately
$285 billion.
The
REX-OspreyTM
SOL + Staking ETF will invest in and hold SOL. SOL is a cryptocurrency that was
introduced on March 16, 2020, and quickly developed its own online
community, reaching a peak market capitalization of over US$127 billion on
January 18, 2025. As of January 31, 2026, the market capitalization of SOL was
approximately $59.7 billion.
REX-OspreyTM
DOGE ETF will invest in and hold DOGE. DOGE is a cryptocurrency that was
introduced on December 6, 2013, and quickly developed its own online
community, reaching a peak market capitalization of over
US$85 billion on May 5, 2021. As of January 31, 2026, the market
capitalization of DOGE was approximately $17.5 billion.
Each
Fund will invest at least 40% of its assets in shares of other exchange-traded
funds (“ETFs”) and exchange-traded products (“ETPs”), including non-U.S. ETPs
(“non-US ETPs”), which invest directly in, provide exposure to, replicate the
performance of, or have trading and/or price performance characteristics similar
to the Reference Asset (such ETFs, ETPs, and non-US ETPs, “Reference ETFs”). The
majority of the ETFs in which the Funds will invest will be domiciled outside of
the United States and listed on non-U.S. exchanges. The non-U.S. ETFs in which
the Funds may invest are domiciled in Canada and/or Europe and are listed and
available for sale in various jurisdictions in Europe (such as Austria, Belgium,
Denmark, Finland, France, Germany, Italy, Ireland, Luxembourg, Netherlands,
Norway, Poland, Spain, Sweden, and Switzerland). Where available, the Fund will
invest in the USD share class of the applicable non-U.S. ETF. Non-US ETPs will
not be treated as regulated investment companies for U.S. federal income tax
purposes and therefore will not be taxed as such. The REX-OspreyTM
ETH + Staking ETF and REX-OspreyTM
SOL + Staking ETF (the "Staking ETFs") anticipate assets allocated to Reference
ETFs will be primarily to Reference ETFs that engage in staking the Reference
Asset.
The
Staking ETFs will seek to generate income and capital appreciation through
staking the Reference Asset. Generally, staking means that the holder of the
Reference Asset will agree to lock up the Reference Asset for it to be used in
the
Ethereum
network’s proof-of-stake validation process or the Solana network’s delegated
proof-of-stake process, as applicable. In return, the holder will receive
staking rewards in the form of the Reference Asset, which represent portions of
the Ethereum network’s or Solana network’s transaction fees, as applicable. The
Staking ETFs will direct its custodian that custodies the Reference Asset (the
“Crypto Custodian”) to delegate an amount, as determined by the Adviser, of its
Reference Asset holdings to a validator or validators. Although each Staking ETF
seeks to stake all its Reference Asset holdings, the Adviser will manage the
Fund’s liquidity profile such that no more than 15% of the Fund’s net assets are
deemed to be illiquid. Therefore, for the REX-OspreyTM
ETH + Staking ETF, because the current unbonding period for staked ETH is
anywhere from 3 to 16 days, depending on Ethereum Network conditions (but can
also be longer or shorter), the Adviser anticipates under current conditions
that no more than 15% of the REX-OspreyTM
ETH + Staking ETF’s Reference Asset holdings will be directly staked, though the
Adviser further anticipates that conditions may change such that it may be able
to directly stake more of the Reference Asset in the future. For the
REX-OspreyTM
SOL + Staking ETF, the Fund may not stake the entire amount of its Reference
Asset holdings based on estimated liquidity needs of the Fund and other factors,
as determined by the Adviser.
The
Staking ETFs may direct the Crypto Custodian to use a particular validator or
validators to stake its Reference Asset holdings, but the staked Reference
Assets will remain in the possession and control of the Crypto Custodian.
Rewards, which will be paid in the Reference Asset and subject to any bonding or
lock-up period, may be earned in connection with staking the Reference Asset.
Each Staking ETF will pay the Crypto Custodian a fee for staking the Reference
Asset, and the Crypto Custodian will pay a portion of the fee to the validator
or validators. The Adviser, however, will take no portion of the rewards
received from staking and will pass all rewards, minus any fees paid to the
Crypto Custodian and validator or validators, to each Staking ETF.
Each
Fund seeks to gain exposure to its respective Reference Asset, in whole or in
part, through investments in a subsidiary organized in the Cayman Islands. For
the REX-OspreyTM
ETH + Staking ETF, that subsidiary is the REX-OspreyTM
+ Staking ETH (Cayman) Portfolio S.P. (the “ETH Subsidiary”);
for the REX-OspreyTM
SOL + Staking ETF, that subsidiary is the REX-OspreyTM
SOL + Staking (Cayman) Portfolio S.P. (the “SOL Subsidiary”); and for the
REX-OspreyTM
DOGE ETF, that subsidiary is the REX-OspreyTM
DOGE (Cayman) Portfolio S.P. (the “DOGE Subsidiary”) (each, a
“REX-OspreyTM
Subsidiary”)
Each REX-OspreyTM
Subsidiary is wholly-owned and controlled by its respective Fund.
Except
as noted, references to the investment strategies and risks of a Fund include
the investment strategies and risks of its respective REX-OspreyTM
Subsidiary. Each REX-OspreyTM
Subsidiary has the same investment objective as its corresponding Fund and will
follow the same general investment policies and restrictions. Each Fund will
aggregate its investments with its respective REX-OspreyTM
Subsidiary for purposes of determining compliance with (i) Section 8 of the
Investment Company Act of 1940 (the “1940 Act”), which governs fundamental
investment limitations (which are described more specifically in the Funds’
statement of additional information); and (ii) Section 18 of the 1940 Act, which
governs capital structure and includes limitations associated with a Fund’s
ability to leverage its investments. Additionally, each REX-OspreyTM
Subsidiary’s investment advisory contracts will be governed in accordance with
Section 15 of the 1940 Act, and each REX-OspreyTM
Subsidiary will adhere to applicable provisions of Section 17 of the 1940 Act
governing affiliate transactions. The principal investment strategies and
principal risks of a REX-OspreyTM
Subsidiary constitute principal investment strategies and principal risks of its
corresponding Fund, and the disclosures of those strategies and risks in this
prospectus are designed to reflect the aggregate operations of each Fund and its
respective REX-OspreyTM
Subsidiary.
In
order to help the REX-OspreyTM
ETH + Staking ETF meet its investment objective by maintaining exposure to
staked ETH and ETPs that themselves provide exposure to staked ETH, and
REX-OspreyTM
SOL + Staking ETF meet its investment objective by maintaining exposure to
staked SOL and ETPs that themselves provide exposure to staked SOL, and
REX-OspreyTM
DOGE ETF meet its investment objective by maintaining exposure to the Reference
Asset and Reference ETPs that themselves provide exposure to the Reference
Asset, and also by maintaining each Fund's tax status as a regulated investment
company, each Fund may invest in:
Reverse
Repurchase Agreements
Reverse
repurchase agreements are a form of borrowing. Accordingly, the Funds may lose
money by engaging in reverse repurchase agreement transactions.
Because
the Funds intend to qualify for treatment as a RIC under the Code, the size of
each Fund’s investment in its respective Subsidiary will not exceed 25% of the
Fund’s total assets at or around each quarter end of the Fund’s fiscal year. At
other times of the year, each Fund’s investments in the Subsidiary will
significantly exceed 25% of the Fund’s gross assets.
When
a Fund seeks to reduce its total assets exposure to the Subsidiary, it may use
short-term Treasury Bills it owns or purchase additional Treasury Bills to
transact in reverse repurchase transactions. The reverse repurchase agreements
will increase the Fund’s gross assets, which the Adviser expects will allow the
Fund to meet the Asset Diversification Test. When a Fund enters into a reverse
repurchase agreement, it will either (i) be consistent with Section 18 of the
1940 Act and maintain asset coverage of at least 300% of the value of the
reverse repurchase agreement transactions, or (ii) treat the reverse repurchase
agreement transactions as derivatives transactions for purposes of Rule 18f-4
under the 1940 Act, including as applicable the value-at-risk limit on leverage
risk.
Each
Fund is classified as “non-diversified” under the Investment Company Act of 1940
(the “1940 Act”).
RISKS
OF INVESTING IN THE FUNDS
There
can be no assurance that each Fund will achieve its respective investment
objective. The following information is in addition to, and should be read along
with, the description of each Fund’s principal investment risks in the section
titled “Fund Summary - Principal Investment Risks” above. The principal risks
are presented in alphabetical order to facilitate finding particular risks and
comparing them with those of other funds. Each risk summarized below is
considered a principal risk of investing in each Fund, regardless of the order
in which it appears.
Reference
Asset Risk:
Each Fund’s investments in its respective Reference Asset and ETFs and other
instruments with exposure to the Reference Asset expose a Fund to the risks
associated with an investment in its respective Reference Asset. Each Reference
Asset is a relatively new innovation and is subject to unique and substantial
risks. The market for each Reference Asset is subject to rapid price swings,
changes and uncertainty.
Reference
Asset ETF Investing Risk. Issuer-specific
attributes related to Reference ETFs in which each Fund may invest may cause an
investment held by each Fund to be more volatile than the market generally. The
value of an individual security or particular type of security may be more
volatile than the market as a whole and may perform differently from the value
of the market as a whole. When each Fund invests in Reference ETFs it will incur
costs associated with such funds, includes management fees and fees and expenses
borne by shareholders of such ETFs. The value of shares in a Reference ETF may
not replicate the performance of the Reference Asset and each Fund’s investments
in the Reference ETFs will not perform exactly the same as each Fund’s direct
investments in the Reference Asset. The following is a summary of risk factors
related to the Reference ETFs that invest in the Reference Assets as identified
by the Reference ETFs in their registration statements – this is not purported
to be a complete list of risks (references to “shares” in this section are to
shares of Reference ETFs).
Risk
Factors Related to Digital Assets
•The
Reference Asset and investments linked to the Reference Asset are relatively new
investments, they present unique and substantial risks, and investing in
Reference Assets has been subject to significant price volatility. The trading
prices of many digital assets, including the Reference Assets, have experienced
extreme volatility in recent periods and may continue to do so. Extreme
volatility in the future, including further declines in the trading prices of
Reference Assets, could have a material adverse effect on the value of the
shares and the shares could lose all or substantially all of their
value.
•The
value of the Reference Asset has been and may continue to be deeply speculative
such that trading and investing in the Reference Asset intraday may not be based
on fundamental analysis. Individuals and organizations holding large amounts of
the Reference Asset known as “whales” may have the ability to manipulate the
price of the Reference Asset. The value of the shares is subject to a number of
factors relating to the fundamental investment characteristics of the Reference
Assets as a digital asset, including the fact that
digital
assets are bearer instruments and loss, theft, destruction, or compromise of the
associated private keys could result in permanent loss of the asset, and the
capabilities and development of blockchain technologies. For example, a
blockchain may be subject to attack by miners or a group of miners or validators
that possess more than 50% of the blockchain’s hashing power or staked asset.
The value of the Fund’s investments in the Reference Asset may be adversely
affected by such an attack.
•Digital
assets represent a new and rapidly evolving industry, and the value of the
shares depends on the acceptance of the Reference Asset.
•Changes
in the governance of a digital asset network may not receive sufficient support
from validators or miners, which may negatively affect that digital asset
network’s ability to grow and respond to challenges.
Risk
Factors Related to the Digital Asset Platforms
•The
value of the Shares relates directly to the value of the Reference Asset, the
value of which may be highly volatile and subject to fluctuations due to a
number of factors.
•Proposed
changes to the Reference Asset blockchain protocol may not be adopted by a
sufficient number of validators or miners, which may result in competing
blockchains with different native crypto assets and sets of participants (known
as a “fork”). The value of an investment in the Fund may be negatively impacted
by a temporary or permanent “fork”.
•The
Reference Asset blockchain protocol may contain flaws that can be exploited by
attackers and which may adversely affect the value of Reference Asset and the
Fund’s investments. Flaws in the source code for digital assets have been
exploited including flaws that disabled some functionality for users, exposed
users’ personal information and/or resulted in the theft of users’ digital
assets. The cryptography underlying the Reference Asset could prove to be flawed
or ineffective, or developments in mathematics and/or technology, including
advances in digital computing, algebraic geometry and quantum computing, could
result in such cryptography becoming ineffective. In any of these circumstances,
a malicious actor may be able to compromise the security of the Reference
Asset’s network or take the Trust’s Reference Asset, which would adversely
affect the value of the Fund. Exposure of the Reference Asset to instability in
other speculative parts of the blockchain and crypto industry, such as through
an event that is not necessarily related to the security or utility of Reference
Asset blockchain can nonetheless precipitate a significant decline in the price
of the Reference Asset and an investment in the Fund.
•As
of January 31, 2026, there are over 17,000 alternative digital assets with a
total market capitalization of approximately $3.2 trillion. Many consortiums and
financial institutions are also researching and investing resources into private
or permissioned smart contract platforms. Competition from the emergence or
growth of alternative digital assets and smart contracts platforms could have a
negative impact on the demand for, and price of, the Reference Asset and thereby
adversely affect the value of the Fund.
•Use
of the Reference Asset by consumers and institutions as a medium of exchange in
commerce may be limited. Banks and other established financial institutions may
refuse to process funds for Reference Asset transactions; process wire transfers
to or from digital asset platforms, Reference Asset-related companies or service
providers; or maintain accounts for persons or entities transacting in the
Reference Asset. Processing of transactions in the Reference Asset may be slow,
transaction fees may be subject to significant variability. As a result, the
price of the Reference Asset may be influenced to a significant extent by
speculators and miners, thus contributing to price volatility that makes
retailers less likely to accept it as a form of payment in the
future.
Risk
Factors Related to the Regulation of the Reference Asset
•There
are risks regarding new or changing laws and regulations that may affect the use
of blockchain technology and/or investments in crypto assets. Digital asset
platforms in the U.S. exist in a state of regulatory uncertainty, and adverse
legislative or regulatory developments could significantly harm the value of the
Reference Asset,
such
as by banning, restricting or imposing onerous conditions or prohibitions on the
use of the Reference Asset, mining activity, digital wallets, the provision of
services related to trading and custodying the Reference Asset, the operation of
the Reference Asset network, or the digital asset platforms generally.
Accordingly, future regulatory changes may have a material adverse impact on the
Fund’s investments and its ability to implement its investment
strategy.
•If
regulators subject the Reference Asset to regulation, this could result in
extraordinary expenses that could potentially be borne by The Fund.
•The
treatment of digital assets for U.S. federal, state and local income tax
purposes is uncertain.
Digital
Assets/Cryptocurrency Risk.
The
performance of the Reference Assets, and consequently the Fund’s performance, is
subject to the risks of the digital assets/cryptocurrency industry. The trading
prices of many digital assets, including the Reference Asset, have experienced
extreme volatility in recent periods and may continue to do so. Extreme
volatility in the future, including further declines in the trading prices of
the Reference Asset, could have a material adverse effect on the value of the
Fund’s shares (“Shares”) and the Shares could lose all or substantially all of
their value. The value of the Shares is subject to a number of factors relating
to the fundamental investment characteristics of the Reference Asset as a
digital asset, including the fact that digital assets are bearer instruments and
loss, theft, destruction, or compromise of the associated private keys could
result in permanent loss of the asset, and the capabilities and development of
blockchain technologies. Digital assets represent a new and rapidly evolving
industry, and the value of the Shares depends on the acceptance of the Reference
Asset. Changes in the governance of a digital asset network may not receive
sufficient support from users and validators, which may negatively affect that
digital asset network’s ability to grow and respond to challenges.
Cryptocurrencies,
such as the Reference Asset, are a subset of digital assets designed to act as a
medium of exchange. Despite being referred to as “currencies,” crypto assets are
not widely accepted as a means of payment, are not backed by any government or
central bank, and are not legal tender. The value of digital assets is
determined by supply and demand in the global markets, which consist primarily
of transactions of the respective digital assets on electronic trading platforms
or trading venues. Unlike the exchanges for more traditional assets, the
regulation of digital asset trading platforms is highly fragmented. Due to the
fragmentation and lack of oversight of these trading venues, there is a
heightened potential for fraud and manipulation. Regulation in the U.S. is still
developing.
Staking
Risk (REX-OspreyTM
ETH + Staking ETF and REX-OspreyTM
SOL + Staking ETF only).
When a Fund stakes the Reference Asset, the Reference Asset is subject to the
risks attendant to staking generally, such as illiquidity, reliance on
third-party services providers, slashing, missed rewards, and validator problems
and errors. Staking requires that the Fund lock up the staked Reference Asset
and become subject to an unbonding period to unstake the Reference Asset,
meaning that the Fund cannot sell or transfer the staked Reference Asset during
the time that it is staked and during which it is being unbonded, thereby making
it illiquid during those times. The unbonding period also may be longer than
anticipated based on network activity. In addition, during the unbonding period,
the Fund is subject to the market price volatility of the Reference Asset, and
it may miss opportunities to sell the staked Reference Asset during opportune
times. During the unstaking period, a Fund may miss out on earning opportunities
because, in some cases, the staked Reference Asset may not earn rewards during
the unstaking period or may only earn rewards during part of the unstaking
period. Staking SOL and ETH may involve the risk of slashing and concentration
risk, among others. Slashing is a penalty imposed on network validators for
actions that threaten the blockchain’s integrity. For example, slashing can
result from isolated validator mistakes, malicious activity, coordinated
attacks, software bugs, or provider failures. Slashing serves as an enforcement
mechanism to ensure network resilience, but correlated slashing events can be
catastrophic. Penalties can scale aggressively, potentially leading to a
significant loss of staked principal. Unlike with ETH, slashing on the Solana
Network is not automatic. After a safety violation is found to have occurred,
the Solana network may halt, and the validators will analyze the data and
determine who was responsible and propose that the stake should be slashed after
restart of the Solana network. Slashing penalties are decided by the validators
on the next network upgrade. Concentration risks associated with staking include
staking activities occurring through a concentrated group of software providers
and cloud infrastructure providers. There are generally five major staking
software providers, and over-allocating to validators using the same software
increases the risk of a single issue impacting a large amount of staked assets.
Similarly, complications in specific cloud regions (i.e., a particular
geographical
area where a cloud provider’s data centers are located) can create outages that
impact validators. Such complications may include, but are not limited to,
compliance and regulatory issues, security breaches such as ransomware threats
and attacks, data breaches, and malicious actors, and cloud network and
infrastructure performance issues (e.g., network latency and service
outages).Staked Reference Assets are also subject to security breaches, network
downtime or attacks, smart contract vulnerabilities, and validator or custodian
failure or compromise, which can result in a complete loss of the staked
Reference Asset or a loss of any rewards.
Liquidity
Risk (REX-OspreyTM
ETH + Staking ETF only).
Currently, the unbonding period for staked ETH is anywhere from 3-16 days,
depending on network conditions, but can also be longer or shorter. Accordingly,
staked ETH may not be sold within the typical settlement times of other assets,
such as securities, and may be deemed illiquid. The Adviser will manage the
Fund’s portfolio assets to be within applicable liquidity limits under the
Fund’s liquidity risk management program and will not have more than 15% of the
Fund’s net assets in illiquid assets. As a result, the Fund may not be able to
achieve its desired level of staking during certain periods. In addition, some
assets held by the Fund, including the Reference Asset, may be difficult to
sell, particularly during times of market turmoil. Markets for securities or
financial instruments could be disrupted by a number of events, including, but
not limited to, an economic crisis, natural disasters, epidemics/pandemics, new
legislation or regulatory changes inside or outside the United States. Illiquid
assets may be difficult to value, especially in changing or volatile markets. If
the Fund is forced to sell an illiquid asset at an unfavorable time or price,
the Fund may be adversely impacted. There is no assurance that an asset that is
deemed liquid when purchased will continue to be liquid. Market illiquidity may
cause losses for the Fund.
Liquidity
Risk (REX-OspreyTM
SOL + Staking ETF only).
Currently,
the unbonding period for staked SOL is anywhere from 2-3 days, depending on
network conditions, but can also be longer or shorter. Accordingly, staked SOL
may not be sold within the typical settlement times of other assets, such as
securities, and may be deemed not be highly liquid or deemed to be illiquid. The
Adviser will manage the Fund’s portfolio assets to be within applicable
liquidity limits under the Fund’s liquidity risk management program and will not
have more than 15% of the Fund’s net assets in illiquid assets. As a result, the
Fund may not be able to achieve its desired level of staking during certain
periods. Some assets held by a Fund, including the Reference Asset, may be
difficult to sell, particularly during times of market turmoil. Markets for
securities or financial instruments could be disrupted by a number of events,
including, but not limited to, an economic crisis, natural disasters,
epidemics/pandemics, new legislation or regulatory changes inside or outside the
United States. Illiquid assets may be difficult to value, especially in changing
or volatile markets. If the Fund is forced to sell an illiquid asset at an
unfavorable time or price, such Fund may be adversely impacted. There is no
assurance that an asset that is deemed liquid when purchased will continue to be
liquid. Market illiquidity may cause losses for a Fund.
Subsidiary
Investment Risk. Changes
in the laws of the United States and/or the Cayman Islands, under which the Fund
and the REX-OspreyTM
Subsidiary are organized, respectively, could result in the inability of a Fund
to operate as intended and could negatively affect the Fund and its
shareholders. The REX-OspreyTM
Subsidiaries are not registered under the 1940 Act and are not subject to all
the investor protections of the 1940 Act. Thus, each Fund, as an investor in the
REX-OspreyTM
Subsidiary, will not have all the protections offered to investors in registered
investment companies.
Reverse
Repurchase Agreement Risk.
A reverse repurchase agreement is the sale by the Fund of a security to a party
for a specified price, with the simultaneous agreement by the Fund to repurchase
that security from that party on a future date at a higher price. Similar to
borrowing, reverse repurchase agreements provide the Fund with cash for
investment purposes, which creates leverage and subjects the Fund to the risks
of leverage. Reverse repurchase agreements also involve the risk that the other
party may fail to return the securities in a timely manner or at all. The Fund
could lose money if it is unable to recover the securities and/or if the value
of collateral held by the Fund, including the value of the investments made with
cash collateral, is less than the value of securities.
Concentration
Risk. Each
Fund’s assets will be concentrated in the sector or sectors or industry or group
of industries that are assigned to the Reference Asset, which will subject a
Fund to the risk that economic, political or other conditions that have a
negative effect on those sectors and/or industries may negatively impact a Fund
to a greater extent than if a Fund’s assets were invested in a wider variety of
sectors or industries.
Cyber
Security Risk.
The Funds and its service providers, such as the custodian, are susceptible to
operational risks through breaches in cyber security. A breach in cyber security
refers to both intentional and unintentional events that may cause the Fund and
its service providers to lose proprietary information, suffer data corruption or
lose operational
capacity.
Such events could cause the Fund to incur regulatory penalties, reputational
damage, additional compliance costs associated with corrective measures and/or
financial loss, including loss of the Reference Asset. Cyber security breaches
may involve unauthorized access to a Fund’s digital information systems through
hacking or malicious software coding but may also result from outside attacks
such as denial-of-service attacks through efforts to make network services
unavailable to intended users. In addition, cyber security breaches of the
issuers of securities in which a Fund invests or a Fund’s third-party service
providers, such as its administrator, transfer agent, custodian, or sub-adviser,
as applicable, can also subject a Fund to many of the same risks associated with
direct cyber security breaches. Although each Fund has established risk
management systems designed to reduce the risks associated with cyber security,
there is no guarantee that such efforts will succeed, especially because each
Fund does not directly control the cyber security systems of issuers or
third-party service providers.
Custodian
Risk.
The Reference Asset and other assets held by the Fund that operate on
distributed ledger/blockchain technology can only be transferred by the person
holding both the public and private keys to the digital wallet in which the
asset is held. The Fund’s Crypto Custodians that custody the Fund’s digital
assets are in control of the private keys for each of the Fund’s digital
wallets. In the event such custodian loses sole control of the private keys
(e.g., through a data breach or hack), the Fund’s digital assets held by such
custodian could be lost.
Foreign
Securities Risk. To
the extent the Funds invest in securities of foreign ETFs, such investment may
be subject to additional risks not typically associated with investments in
domestic securities. These risks may include, among others, currency risk,
country risks (political, diplomatic, regional conflicts, terrorism, war, social
and economic instability, currency devaluations and policies that have the
effect of limiting or restricting foreign investment or the movement of assets),
different trading practices, less government supervision, less publicly
available information, limited trading markets and greater
volatility.
ETF
Risk.
Authorized
Participants, Market Makers, and Liquidity Providers Concentration
Risk.
The Fund has a limited number of financial institutions that are authorized to
purchase and redeem shares directly from the Fund (known as Authorized
Participants or APs). In addition, there may be a limited number of market
makers and/or liquidity providers in the marketplace. To the extent either of
the following events occur, shares may trade at a material discount to NAV and
possibly face delisting: (i) APs exit the business or otherwise become unable to
process creation and/or redemption orders and no other APs step forward to
perform these services; or (ii) market makers and/or liquidity providers exit
the business or significantly reduce their business activities and no other
entities step forward to perform their functions.
Cash
Redemption Risk. The
Fund intends to redeem Shares for cash or to otherwise include cash as part of
its redemption proceeds. The Fund may be required to sell or unwind portfolio
investments to obtain the cash needed to distribute redemption proceeds.
Additionally, there may be brokerage costs that may be imposed on the Fund in
connection with a cash redemption that may not have occurred if the Fund had
made a redemption in-kind. These costs could decrease the value of the Fund to
the extent they are not offset by a transaction fee payable by an
AP.
Costs
of Buying or Selling Shares.
Due to the costs of buying or selling shares, including brokerage commissions
imposed by brokers and bid-ask spreads, frequent trading of shares may
significantly reduce investment results and an investment in shares may not be
advisable for investors who anticipate regularly making small
investments.
Management
Risk. The
Fund is subject to management risk because it is an actively managed portfolio.
In managing the Fund’s investment portfolio, the portfolio managers will apply
investment techniques and risk analyses that may not produce the desired result.
There can be no guarantee that the Fund will meet its investment
objective.
Shares
May Trade at Prices Other Than NAV.
As with all ETFs, shares may be bought and sold in the secondary market at
market prices. Although it is expected that the market price of shares will
approximate the Fund’s NAV, there may be times when the market price of shares
is more than the NAV intra-day (premium) or less than the NAV intra-day
(discount) due to supply and demand of shares or during periods of market
volatility. This risk is
heightened
in times of market volatility, 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.
Although
shares are listed on a national securities exchange, such as the Exchange, and
may be traded on U.S. exchanges other than the Exchange, there can be no
assurance that an active trading market for the shares will develop or be
maintained or that the shares will trade with any volume, or at all, on any
stock exchange. This risk may be greater for the Fund as they seek to have
exposure to a single underlying instrument as opposed to a more diverse
portfolio like a traditional pooled investment. 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. Shares trade on the Exchange at market price that may be below, at or
above the Fund’s NAV. Trading in shares on the Exchange 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 the
Exchange circuit breaker rules. There can be no assurance that the requirements
of the Exchange necessary to maintain the listing of the Fund will continue to
be met or will remain unchanged. In the event of an unscheduled market close for
options contracts that reference a single stock, such as the Underlying Issuers
securities being halted or a market wide closure, settlement prices will be
determined by the procedures of the listing exchange of the options contracts.
As a result, the Fund could be adversely affected and be unable to implement its
investment strategies in the event of an unscheduled closing.
Inflation
Risk.
Inflation risk is the risk that the value of assets or income from investments
will be less in the future as inflation decreases the value of money. As
inflation increases, the present value of a Fund’s assets and distributions, if
any, may decline.
Indirect
Investment Risk. Neither
the Reference Asset, the Ethereum Network, nor the Solana Network (as
applicable) is affiliated with the Trust, the Fund, or the Adviser, or any
affiliates thereof and are not involved with this offering in any way, and have
no obligation to consider the Fund in taking any actions that might affect the
value of the Fund. None of the Trust, the Fund, the Adviser, or any affiliate
are responsible for the performance of the Reference Asset and make no
representation as to the performance of the Reference Asset. Investing in the
Fund is not equivalent to investing in the Reference Asset.
Non-Correlation
Risk.
The performance of the fund will not, and is not intended to, correlate exactly
to the performance of the Reference Asset and will vary somewhat due to factors
such as fees and expenses of the Fund, transaction costs, regulatory
restrictions, and active management of the Fund’s portfolio.
New
Fund Risk. As
of the date of this prospectus, each Fund has less than a year of operations and
currently has fewer assets than larger funds. Like other new funds, large
inflows and outflows may impact each Fund’s market exposure for limited periods
of time. This impact may be positive or negative, depending on the direction of
market movement during the period affected.
Non-Diversification
Risk.
Because each Fund is non-diversified, each Fund may invest a greater percentage
of its assets in the securities of a single issuer or a smaller number of
issuers than if it was a diversified fund. As a result, a decline in the value
of an investment in a single issuer or a smaller number of issuers could cause a
Fund’s overall value to decline to a greater degree than if a Fund held a more
diversified portfolio. This may increase each Fund’s volatility and have a
greater impact on such Fund’s performance.
Operational
Risk.
Each Fund is subject to risks arising from various operational factors,
including, but not limited to, human error, processing and communication errors,
errors of the Fund’s service providers, counterparties or other third-parties,
failed or inadequate processes and technology or systems failures. Each Fund
relies on third-parties for a range of services, including custody. Any delay or
failure relating to engaging or maintaining such service providers may affect a
Fund’s ability to meet its investment objective. Although each Fund and the
Fund’s investment advisor seek to reduce these operational risks through
controls and procedures, there is no way to completely protect against such
risks.
Economic
and Market Events Risk.
Events in the U.S. and global financial markets, including actions taken by the
U.S. Federal Reserve or foreign central banks to stimulate or stabilize economic
growth, may at times, and for varying periods of time, result in unusually high
market volatility, which could negatively impact a Fund’s performance and cause
a Fund
to
experience illiquidity, shareholder redemptions, or other potentially adverse
effects. Reduced liquidity in credit and fixed-income markets could negatively
affect issuers worldwide. Banks and financial services companies could suffer
losses if interest rates rise or economic conditions deteriorate.
Cash
Transaction Risk.
Unlike most ETFs, a Fund effects creation and redemptions principally for
cash, rather than principally for in-kind securities, because of the nature of
the financial instruments held by the Fund. As such, investment in a Fund will
incur brokerage costs related to buying and selling securities to achieve a
Fund’s investment objective. To the extent that such costs are not offset by
fees payable by an authorized participant, the Fund may bear such costs, which
will decrease the Fund’s net asset value.
Tax
Risk. The
Funds intend to qualify and remain qualified as a RICs under the Code. Each Fund
will qualify as a RIC if, among other things, it meets the source-of-income and
the asset-diversification requirements.
With
respect to the source-of-income requirement, a Fund must derive in each taxable
year at least 90% of its gross income (including tax-exempt interest) from (i)
dividends, interest, payments with respect to certain securities loans, gains
from the sale or other disposition of stock, securities or foreign currencies,
or other income (including but not limited to gains from options, futures and
forward contracts) derived with respect to its business of investing in such
shares, securities or currencies and (ii) net income derived from an interest in
a “qualified publicly traded partnership” (the items described in clause (i) and
clause (ii) collectively are “Good Income”).
The
Funds may invest directly in the relevant Reference Asset and income from such
investments would not qualify as Good Income because the Reference Asset and
other digital assets do not meet the definition for any of the categories of
Good Income. On the other hand, the Funds’ investments in cash investments will
qualify as Good Income. As a general matter of operation, the Funds will seek to
gain investment exposure to the Reference Assets, in whole or in part, through
investments in each Fund’s respective Cayman Subsidiary. The SOL Subsidiary is
wholly-owned and controlled by the REX-OspreyTM
SOL + Staking ETF. The ETH Subsidiary is wholly-owned and controlled by the
REX-OspreyTM
ETH + Staking ETF. The DOGE Subsidiary is wholly-owned and controlled by the
REX-OspreyTM
DOGE ETF. The Funds’ investment in their respective REX-OspreyTM
Subsidiary is intended to provide the Funds with exposure to Reference Asset
returns while enabling the Funds to satisfy source-of-income requirements. The
Funds intend to monitor all of their investments carefully to satisfy the
source-of-income test.
Historically,
the Internal Revenue Service (“IRS”) has issued private letter rulings in which
the IRS specifically concluded that income and gains from investments in a
wholly-owned foreign subsidiary that invests in commodities and commodity-linked
instruments are Good Income. The Funds have not received such a private letter
ruling and is not able to rely on private letter rulings issued to other
taxpayers. Additionally, the IRS has suspended the granting of such private
letter rulings. However, Treasury Regulations have been issued that would treat
a Fund’s income inclusion with respect to its respective Cayman Subsidiary as
qualifying income
Based
on these Treasury Regulations, the Funds intend to treat its income from its
respective Cayman Subsidiary as Good Income without any private letter ruling
from the IRS. The tax treatment of each Fund’s investments in its
REX-OspreyTM
Subsidiary may be adversely affected by future legislation, court decisions,
Treasury Regulations and/or guidance issued by the IRS that could affect whether
income derived from such investments is Good Income, or otherwise affect the
character, timing and/or amount of each Fund’s taxable income or any gains and
distributions made by the Funds.
With
respect to the asset-diversification requirement, each Fund must diversify its
holdings so that, at the end of each quarter of each taxable year (i) at least
50% of the value of each Fund’s total assets is represented by cash and cash
items, U.S. government securities, the securities of other RICs and other
securities, if such other securities of any one issuer do not represent more
than 5% of the value of each Fund’s total assets or more than 10% of the
outstanding voting securities of such issuer, and (ii) not more than 25% of the
value of each Fund’s total assets is invested in the securities other than U.S.
government securities or the securities of other RICs of (a) one issuer, (b) two
or more issuers that are controlled by each Fund and that are engaged in the
same, similar or related trades or businesses, or (c) one or more qualified
publicly traded partnerships.
By
keeping its investment in its REX-OspreyTM
Subsidiary below the 25% limit in clause (ii) of the asset-diversification test
at the end of each taxable quarter, each Fund expects to satisfy the
asset-diversification requirement.
As
noted above, the Funds intend to satisfy both the source-of-income and the
asset-diversification requirements by following the plans outlined above, as
well as all other requirements needed to maintain its status as a RIC, but it is
nonetheless possible that each Fund might lose its status as a RIC. In such a
case, a Fund will be subject to corporate level income tax on all of its income
and gain, regardless of whether or not such income was distributed.
Distributions to a Fund’s shareholders of such income and gain will not be
deductible by a Fund in computing its taxable income. In such event, a Fund’s
distributions, to the extent derived from a Fund’s current or accumulated
earnings and profits, would constitute ordinary dividends, which would generally
be eligible for the dividends received deduction available to corporate
shareholders, and non-corporate shareholders would generally be able to treat
such distributions as “qualified dividend income” eligible for reduced rates of
U.S. federal income taxation, provided in each case that certain holding period
and other requirements are satisfied.
Distributions
in excess of a Fund’s current and accumulated earnings and profits would be
treated first as a return of capital to the extent of the shareholders’ tax
basis in their Fund shares, and any remaining distributions would be treated as
a capital gain. To qualify as a RIC in a subsequent taxable year, a Fund would
be required to satisfy the source-of-income, the asset diversification, and the
annual distribution requirements for that year and dispose of any earnings and
profits from any year in which a Fund failed to qualify for tax treatment as a
RIC. Subject to a limited exception applicable to RICs that qualified as such
under the Code for at least one year prior to disqualification and that
requalify as a RIC no later than the second year following the nonqualifying
year, a Fund would be subject to tax on any unrealized built-in gains in the
assets held by it during the period in which a Fund failed to qualify for tax
treatment as a RIC that are recognized within the subsequent five years, unless
a Fund made a special election to pay corporate-level tax on such built-in gain
at the time of its requalification as a RIC.
MANAGEMENT
The
Investment Adviser.
REX Advisers, LLC (the “Adviser”), 1241 Post Road, Second Floor, Fairfield,
Connecticut 06824, is the investment adviser for the Funds. The Adviser is
registered as an investment adviser under the Investment Advisers Act of 1940,
as amended. The Adviser is a Delaware limited liability company and was
organized in 2023. The Adviser provides similar services to an exchange-traded
fund that employs a similar investment strategy as the Fund.
Under
the Investment Advisory Agreement between the Adviser and the Trust, on behalf
of the Funds (the “Investment Advisory Agreement”), the Adviser is responsible
for the day-to-day management of the Funds’ investments. The Adviser also: (i)
furnishes each Fund with office space and certain administrative services; and
(ii) provides guidance and policy direction in connection with its daily
management of each Fund’s assets, subject to the authority of the Board. For its
services, the Adviser is entitled to receive an annual management fee calculated
daily and payable monthly, as a percentage of each Fund’s average daily net
assets. For the fiscal year ended January 31, 2026, the Funds’ paid the Adviser
management fees at the following rates pursuant to the Investment Advisory
Agreement:
|
|
|
|
|
| |
| Fund |
Annual
Management Fee |
|
REX-OspreyTM
ETH + Staking ETF |
0.75% |
|
REX-OspreyTM
SOL + Staking ETF |
0.75% |
|
REX-OspreyTM
DOGE ETF |
1.50% |
Under
the Investment Advisory Agreement, the Adviser has agreed, at its own expense
and without reimbursement from the Funds, to pay all expenses of the Funds,
except for: the fee paid to the Adviser pursuant to the Investment Advisory
Agreement, interest expenses, taxes, acquired fund fees and expenses, brokerage
commissions and any other portfolio transaction related expenses and fees
arising out of transactions effected on behalf of the Funds, credit facility
fees and expenses, including interest expenses, and litigation and
indemnification expenses and other extraordinary expenses not incurred in the
ordinary course of each Fund’s business.
Manager-of-Managers
Structure
The
Adviser and the Trust have been granted an exemptive order from the SEC that
will allow the Fund to operate in a “manager of managers” structure whereby the
Adviser, as the Fund’s investment adviser, can appoint and replace both wholly
owned and unaffiliated sub-advisers, and enter into, amend and terminate
sub-advisory agreements with such sub-advisers, each subject to Board approval
but without obtaining prior shareholder approval (the “Manager of Managers
Structure”). The Fund will, however, inform shareholders of the hiring of any
new sub-adviser within 90 days after the hiring. The SEC exemptive order will
provide the Fund with greater efficiency and without incurring the expenses and
delays associated with obtaining shareholder approval of sub-advisory agreements
with such sub-advisers.
The
use of the Manager of Managers Structure with respect to the Fund is subject to
certain conditions that are set forth in the SEC exemptive order. Under the
Manager of Managers Structure, the Adviser will have the ultimate
responsibility, subject to oversight by the Board, to oversee the sub-advisers
and recommend their hiring, termination, and replacement. The Adviser will also,
subject to the review and approval of the Board: set the Fund’s overall
investment strategy; evaluate, select and recommend sub-advisers to manage all
or a portion of the Fund’s assets; and implement procedures reasonably designed
to ensure that each sub-adviser complies with the Fund’s investment objective,
policies and restrictions. Subject to the review of the Board, the Adviser will
allocate and, when appropriate, reallocate the Fund’s assets among sub-advisers
and monitor and evaluate the sub-advisers’ performance.
A
discussion regarding the basis for the Board of Trustees approving the
Investment Advisory Agreement for the Funds is available in the Funds’ annual
report for the period ended January 31, 2026.
The
Portfolio Manager
The
Funds are managed by Matthew Pelletier, Lead Portfolio Manager of the Adviser,
and Matthew Holcomb, Senior Trader and Portfolio Manager.
Portfolio
Manager - Matthew
Pelletier is a portfolio manager of the Funds. Mr. Pelletier joined an affiliate
of the Adviser in 2021 as Managing Director of Portfolio Management.
Previously, he held positions in Fixed Income Sales and Trading at BNP Paribas,
Bank of the West and Susquehanna International Group. Mr. Pelletier has more
than 20 years of experience in Banking and Financial Services. Mr. Pelletier
earned an MBA from the University of California at Davis.
Portfolio
Manager – Matthew
Holcomb is a portfolio manager of the Funds. Mr. Holcomb joined Adviser in 2025
as Senior Vice President, Senior Trader and Portfolio Manager. Previously, he
was the Senior Trader, Portfolio Manager, and Business Leader for Ridgefield
Capital Asset Management for over 20 years. Mr. Holcomb has more than 20 years
of experience in Banking and Financial Services.
The
SAI provides additional information about the portfolio managers’ compensation,
other accounts managed by the portfolio managers, and the portfolio managers’
ownership in the Funds.
DISTRIBUTION
(12B-1) PLAN
The
Board has adopted a Distribution and Shareholder 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 current 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 each Fund’s assets, over time these
fees will increase the cost of your investment and may cost you more than
certain other types of sales charges.
The
Trust
Each
Fund is a series of the ETF Opportunities Trust, an open-end management
investment company organized as a Delaware statutory trust on March 18, 2019.
The Board supervises the operations of the Funds according to applicable state
and federal law, and the Board is responsible for the overall management of the
Fund’s business affairs.
Portfolio
Holdings
A
description of the Funds’ policies and procedures with respect to the disclosure
of their portfolio securities is available in the SAI. Complete holdings are
published on the Funds’ website on a daily basis. Please visit the Funds’
website at www.rexshares.com. In addition, the Fund’s complete holdings (as of
the dates of such reports) are available in reports on Form N-PORT and Form
N-CSR filed with the SEC.
HOW
TO BUY AND SELL SHARES
Most
investors will buy and sell shares of the Funds through broker-dealers at market
prices. Shares of the Funds are listed for trading on the Exchange and on the
secondary market during the trading day and can be bought and sold throughout
the trading day like other shares of publicly traded securities. Shares of the
Funds are traded under the below listed trading symbols:
|
|
|
|
|
| |
| Fund |
Trading
Symbol |
|
REX-OspreyTM
ETH + Staking ETF |
ESK |
|
REX-OspreyTM
SOL + Staking ETF |
SSK |
|
REX-OspreyTM
DOGE ETF |
DOJE |
Shares
may only be purchased and sold on the secondary market when the Exchange is open
for trading.
When
buying or selling shares through a broker, you will incur customary brokerage
commissions and charges, and you may pay some or all of the spread between the
bid and the offered price in the secondary market on each leg of a round trip
(purchase and sale) transaction.
The
NAV of the Funds’ shares is calculated at the close of regular trading on the
Exchange, generally 4:00 p.m. New York time, on each day the Exchange is open.
The NAV of the Funds’ Shares is determined by dividing the total value of the
Funds’ portfolio investments and other assets, less any liabilities, by the
total number of Shares outstanding of the Funds.
In
calculating its NAV, a 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.
Fair
value pricing is used by a Fund when market quotations are not readily available
or are deemed to be unreliable or inaccurate based on factors such as evidence
of a thin market in the security or a significant event occurring after the
close of the market but before the time as of which a Fund’s NAV is calculated.
When fair-value pricing is employed, the prices of assets used by a Fund to
calculate its NAV may differ from quoted or published prices for the same
assets.
APs
may acquire shares directly from a Fund, and APs may tender their shares for
redemption directly to the Fund, at NAV per share only in large blocks, or
Creation Units, as noted in the table below:
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|
|
|
|
| |
| FUND |
Creation
Units |
| REX-OspreyTM
ETH + Staking ETF |
10,000 |
| REX-OspreyTM
SOL + Staking ETF |
25,000 |
| REX-OspreyTM
DOGE ETF |
25,000 |
Purchases
and redemptions directly with the Fund must follow the Fund’s procedures, which
are described in the SAI.
Under
normal circumstances, a Fund will pay out redemption proceeds to a redeeming AP
within two (2) days after the AP’s redemption request is received, in accordance
with the process set forth in the Fund’s SAI and in the agreement between the AP
and the Fund’s distributor. However, a Fund reserves the right, including under
stressed market conditions, to take up to seven (7) days after the receipt of a
redemption request to pay an AP, all as permitted by the 1940 Act. Each Fund
anticipates regularly meeting redemption requests primarily in cash, although
each Fund reserves
the
right to pay all or portion of the redemption proceeds to an AP in-kind. Cash
used for redemptions will be raised from the sale of portfolio assets or may
come from existing holdings of cash or cash equivalents.
Each
Fund may liquidate and terminate at any time without shareholder
approval.
Book
Entry
Shares
are held in book entry form, which means that no stock certificates are issued.
The Depository Trust Company (“DTC”) or its nominee is the record owner of all
outstanding shares and is recognized as the owner of all shares for all
purposes.
Investors
owning shares are beneficial owners as shown on the records of DTC or its
participants. DTC serves as the securities depository for all shares.
Participants in DTC include securities brokers and dealers, banks, trust
companies, clearing corporations and other institutions that directly or
indirectly maintain a custodial relationship with DTC. As a beneficial owner of
shares, you are not entitled to receive physical delivery of stock certificates
or to have shares registered in your name, and you are not considered a
registered owner of shares. Therefore, to exercise any right as an owner of
shares, you must rely upon the procedures of DTC and its participants. These
procedures are the same as those that apply to any other securities that you
hold in book entry or “street name” form.
FREQUENT
PURCHASES AND REDEMPTIONS OF FUND SHARES
Shares
can only be purchased and redeemed directly from a Fund in Creation Units by
APs, and the vast majority of trading in shares occurs on the secondary market.
Because the secondary market trades do not directly involve a Fund, it is
unlikely those trades would cause the harmful effects of market timing,
including dilution, disruption of portfolio management, increases in a Fund’s
trading costs and the realization of capital gains. With regard to the purchase
or redemption of Creation Units directly with a Fund, to the extent effected
in-kind (i.e.,
for securities), those trades do not cause the harmful effects that may result
from frequent cash trades. To the extent trades are effected in whole or in part
in cash, those trades could result in dilution to a Fund and increased
transaction costs, which could negatively impact a Fund’s ability to achieve its
investment objectives. However, direct trading by APs is critical to ensuring
that shares trade at or close to NAV. Each Fund also employ fair valuation
pricing to minimize potential dilution from market timing. In addition, each
Fund imposes transaction fees on purchases and redemptions of shares to cover
the custodial and other costs incurred by a Fund in effecting trades. These fees
increase if an investor substitutes cash in part or in whole for securities,
reflecting the fact that a Fund’s trading costs increase in those circumstances.
Given this structure, the Trust has determined that it is not necessary to adopt
policies and procedures to detect and deter market timing of the Shares.
DIVIDENDS,
OTHER DISTRIBUTIONS AND TAXES
Shares
are traded throughout the day in the secondary market on a national securities
exchange on an intra-day basis and are created and redeemed in-kind and/or for
cash in Creation Units at each day’s next calculated NAV. Each Fund expects to
typically satisfy redemptions in-cash. If a Fund satisfies a redemption in cash
this may result in a Fund selling portfolio securities to obtain cash to meet
net Fund redemptions. These sales may generate taxable gains for the ongoing
shareholders of a Fund.
The
Funds generally seek to make monthly distributions of staking rewards to their
shareholders in their sole discretions.
No
dividend reinvestment service is provided by the Funds. Broker-dealers may make
available the DTC book-entry Dividend Reinvestment Service for use by beneficial
owners of a Fund for reinvestment of their dividend distributions. Beneficial
owners should contact their broker to determine the availability and costs of
the service and the details of participation therein. Brokers may require
beneficial owners to adhere to specific procedures and timetables. If this
service is available and used, distributions will be automatically reinvested in
additional whole shares of a Fund purchased in the secondary market.
Taxes
As
with any investment, you should consider how your investment in shares will be
taxed. The tax information in this Prospectus is provided as general
information. You should consult your own tax professional about the tax
consequences of an investment in shares.
Unless
your investment in Fund shares is made through a tax-exempt entity or
tax-deferred account, such as an individual retirement account, you need to be
aware of the possible tax consequences when:
-The
Fund makes distributions,
-You
sell your shares listed on the Exchange, and
-You
purchase or redeem Creation Units.
Taxes
on Distributions
Distributions
from a Fund’s net investment income, including net short-term capital gains, if
any, are taxable to you as ordinary income, except that a Fund’s dividends
attributable to its “qualified dividend income” (i.e.,
dividends received on stock of most domestic and certain foreign corporations
with respect to which the Fund satisfies certain holding period and other
requirements), if any, generally are subject to U.S. federal income tax for U.S.
non-corporate shareholders who satisfy those requirements with respect to their
shares at the rate for net long-term capital gain. A part of a Fund’s dividends
also may be eligible for the dividends-received deduction allowed to U.S.
corporations (the eligible portion of which may not exceed the aggregate
dividends a Fund receives from domestic corporations subject to U.S. federal
income tax (excluding REITs) and excludes dividends from foreign corporations)
subject to similar requirements. However, dividends a U.S. corporate shareholder
deducts pursuant to that deduction are subject indirectly to the U.S. federal
alternative minimum tax. Note that in light of the Fund’s investment objectives,
it does not expect a large portion of its dividends from the Fund’s net
investment income to qualify as “qualified dividend income” or qualify for the
dividends-received deduction.
A
higher portfolio turnover rate may indicate higher transaction costs and may
result in higher taxes when Fund shares are held in a taxable account. These
costs, which are not reflected in annual Fund operating expenses, affect the
Fund’s performance.
In
general, distributions received from a Fund are subject to U.S. federal income
tax when they are paid, whether taken in cash or reinvested in the Fund (if that
option is available). Distributions reinvested in additional shares through the
means of a dividend reinvestment service, if available, will be taxable to
shareholders acquiring the additional shares to the same extent as if such
distributions had been received in cash. Distributions of net long-term capital
gains, if any, in excess of net short-term capital losses are taxable as
long-term capital gains, regardless of how long you have held the shares in the
Fund.
Distributions
in excess of the Fund’s current and accumulated earnings and profits are treated
as a tax-free return of capital to the extent of your basis in the shares and as
capital gain thereafter. A distribution will reduce the Fund’s NAV per share and
may be taxable to you as ordinary income or capital gain (as described above)
even though, from an investment standpoint, the distribution may constitute a
return of capital.
Each
Fund is required to backup withhold 24% of your distributions and redemption
proceeds if you have not provided the Fund with a correct taxpayer
identification number (which generally is a Social Security number for
individuals) in the required manner and in certain other situations.
Taxes
on Exchange-Listed Share Sales
Any
capital gain or loss realized upon a sale of shares is generally treated as
long-term capital gain or loss if the shares have been held for more than one
year and as short-term capital gain or loss if the shares have been held for one
year or less. The ability to deduct capital losses from sales of shares may be
limited.
Taxes
on Purchase and Redemption of Creation Units
An
Authorized Participant who exchanges securities for Creation Units generally
will recognize a gain or a loss equal to the difference between the market value
of the Creation Units at the time of the exchange and the sum of the exchanger’s
aggregate tax basis in the securities surrendered plus any cash it pays. An
Authorized Participant who exchanges Creation Units for securities will
generally recognize a gain or loss equal to the difference between the
exchanger’s tax basis in the Creation Units and the sum of the aggregate market
value of the securities received plus any cash received. The Internal Revenue
Service (“IRS”), however, may assert that a loss realized upon an exchange of
securities for Creation Units cannot be deducted currently under the rules
governing “wash sales” or for other reasons. Persons exchanging securities
should consult their own tax adviser with respect to whether the wash sale rules
apply and when a loss might not be deductible.
Any
capital gain or loss realized upon redemption of Creation Units is generally
treated as long-term capital gain or loss if the shares have been held for more
than one year and as short-term capital gain or loss if the shares have been
held for one year or less.
If
you purchase or redeem Creation Units, you will be sent a confirmation statement
showing how many shares you purchased or sold and at what price. See “Taxes” in
the SAI for a description of the requirement regarding tax basis determination
methods applicable to share redemptions and the Fund’s obligation to report
basis information to the IRS.
At
the time this prospectus was prepared, there were various legislative proposals
under consideration that would amend the Code. At this time, though, it is not
possible to determine whether any of these proposals will become law and how
these changes might affect the Fund or its shareholders.
The
foregoing discussion summarizes some of the possible consequences under current
U.S. federal income tax law of an investment in the Fund. It is not a substitute
for personal tax advice. Please consult your personal tax adviser about the
potential tax consequences of an investment in the shares under all applicable
tax laws. See “Taxes” in the SAI for more information.
FUND
SERVICE PROVIDERS
Commonwealth
Fund Services, Inc.
(the “Administrator”) is each Fund’s administrator. The firm is primarily in the
business of providing administrative services to retail and institutional mutual
funds and exchange-traded funds.
U.S.
Bank Global Fund Services, LLC (“US Bancorp”) serves
as each Fund’s fund accountant, and it provides certain other services to the
Funds not provided by the Administrator. US Bancorp is primarily in the business
of providing administrative and fund accounting services to retail and
institutional exchange-traded funds and mutual funds.
US
Bank, N.A.
serves as each Fund’s custodian with respect to each Fund’s traditional
securities holdings and transfer agent.
Anchorage
Digital Bank National Association
serves as each Fund’s (and each respective wholly-owned subsidiary’s) custodian
with respect to the relevant Reference Asset and related assets, including
LSTs.
Foreside
Fund Services, LLC (the
“Distributor”) serves as the distributor of Creation Units for the Fund on an
agency basis. The Distributor does not maintain a secondary market in
shares.
Practus,
LLP
serves as legal counsel to the Trust and the Fund.
KPMG
LLP serves
as the Fund’s independent registered public accounting firm. The independent
registered public accounting firm is responsible for auditing the annual
financial statements of the Fund.
OTHER
INFORMATION
Continuous
Offering
The
method by which Creation Units of shares are created and traded may raise
certain issues under applicable securities laws. Because new Creation Units of
shares are issued and sold by the Fund on an ongoing basis, a “distribution,” as
such term is used in the Securities Act of 1933, as amended (the “Securities
Act”), may occur at any point. Broker-dealers and other persons are cautioned
that some activities on their part may, depending on the circumstances, result
in their being deemed participants in a distribution in a manner which could
render them statutory underwriters and subject them to the prospectus delivery
requirement and liability provisions of the Securities Act.
For
example, a broker-dealer firm or its client may be deemed a statutory
underwriter if it takes Creation Units after placing an order with the
Distributor, breaks them down into constituent shares and sells the shares
directly to customers or if it chooses to couple the creation of a supply of new
shares with an active selling effort involving solicitation of secondary market
demand for shares. A determination of whether one is an underwriter for purposes
of the Securities Act must take into account all the facts and circumstances
pertaining to the activities of the broker-dealer or its client in the
particular case, and the examples mentioned above should not be considered a
complete description of all the activities that could lead to a characterization
as an underwriter.
Broker-dealer
firms should also note that dealers who are not “underwriters” but are effecting
transactions in shares, whether or not participating in the distribution of
shares, are generally required to deliver a prospectus. This is because the
prospectus delivery exemption in Section 4(3) of the Securities Act is not
available in respect of such transactions as a result of Section 24(d) of the
1940 Act. As a result, broker-dealer firms should note that dealers who are not
“underwriters” but are participating in a distribution (as contrasted with
engaging in ordinary secondary market transactions) and thus dealing with the
shares that are part of an overallotment within the meaning of Section
4(a)(3)(C) of the Securities Act, will be unable to take advantage of the
prospectus delivery exemption provided by Section 4(a)(3) of the Securities Act.
For delivery of prospectuses to exchange members, the prospectus delivery
mechanism of Rule 153 under the Securities Act is only available with respect to
transactions on a national exchange.
Dealers
effecting transactions in the shares, whether or not participating in this
distribution, are generally required to deliver a Prospectus. This is in
addition to any obligation of dealers to deliver a Prospectus when acting as
underwriters.
Premium/Discount
Information
When
available, information regarding how often the Shares of the Fund traded on the
Exchange at a price above (i.e. at
a premium) or below (i.e. at
a discount) the NAV of the Fund will be available at
www.rexshares.com.
FINANCIAL
HIGHLIGHTS
The
following tables are intended to help you better understand the financial
performance of the Funds since their inception. Certain information reflects
financial results for a single share of each Fund. The total return in the table
represents the rate you would have earned (or lost) on an investment in the
Funds, assuming reinvestment of all dividends and distributions. The information
has been derived from information audited by KPMG LLP, the independent
registered public accounting firm of the Funds, whose report, along with each
Fund’s financial statements, is included in each Fund’s filing on Form N-CSR.
The financial statements are available from the Funds upon request without
charge.
|
|
| |
|
REX-OSPREYTM
ETH + STAKING ETF |
|
|
|
|
|
| |
| Consolidated
Financial Highlights |
Selected
Per Share Data Throughout The Period |
|
|
|
|
|
| |
|
|
Period
Ended
January
31, 2026 (*) |
| Net
asset value, beginning of period |
$ |
25.00 |
|
| Investment
activities |
|
|
Net
investment income (loss) (1) |
(0.08) |
|
| Net
realized and unrealized gain (loss) on investments |
(8.69) |
|
| Total
from investment activities |
(8.61) |
|
| Distributions |
|
| Net
investment income |
(0.06) |
|
| Return
of capital |
(0.01) |
|
| Total
distributions |
(0.07) |
|
| Net
asset value, end of period |
$ |
16.32 |
|
|
| |
|
Total
Return(2) |
(34.48 |
%) |
| Ratios/Supplemental
Data |
|
|
Ratios
to average net assets(3) |
|
| Expenses |
0.75 |
% |
| Net
investment income (loss) |
1.18 |
% |
|
Portfolio
turnover rate(2) |
146.50 |
% |
|
Net
assets, end of period (000s) |
$ |
2,121 |
|
(1)
Per share amounts calculated using the average shares outstanding during the
period.
(2)
Total return and portfolio turnover rate are for the period indicated and have
not been annualized.
(3)
Ratios to average net assets have been annualized.
(*)
The
Fund commenced operations on September 25, 2025.
|
|
| |
|
REX-OSPREYTM
SOL + STAKING ETF |
|
|
|
|
|
| |
| Consolidated
Financial Highlights |
Selected
Per Share Data Throughout The Period |
|
|
|
|
|
| |
|
|
Period
Ended
January
31, 2026 (*) |
| Net
asset value, beginning of period |
$ |
24.94 |
|
| Investment
activities |
|
|
Net
investment income (loss) (1) |
(0.45) |
|
| Net
realized and unrealized gain (loss) on investments |
(6.69) |
|
| Total
from investment activities |
(7.14) |
|
| Distributions |
|
| Net
investment income |
(3.09) |
|
| Total
distributions |
(3.09) |
|
| Net
asset value, end of period |
$ |
14.71 |
|
|
| |
|
Total
Return(2) |
(30.34 |
%) |
| Ratios/Supplemental
Data |
|
|
Ratios
to average net assets(3) |
|
| Expenses,
including tax expense |
7.80 |
% |
| Expenses,
excluding tax expense |
0.75 |
% |
| Net
investment income (loss) |
(2.89 |
%) |
|
Portfolio
turnover rate(2) |
145.57 |
% |
|
Net
assets, end of period (000s) |
$ |
117,664 |
|
(1)
Per share amounts calculated using the average shares outstanding during the
period.
(2)
Total return and portfolio turnover rate are for the period indicated and have
not been annualized.
(3)
Ratios to average net assets have been annualized.
(*)
The
Fund commenced operations on July 2, 2025.
|
|
|
|
|
| |
| Consolidated
Financial Highlights |
Selected
Per Share Data Throughout The Period |
|
|
|
|
|
| |
|
|
Period
Ended
January
31, 2026 (*) |
| Net
asset value, beginning of period |
$ |
25.00 |
|
| Investment
activities |
|
|
Net
investment income (loss) (1) |
(0.03) |
|
| Net
realized and unrealized gain (loss) on investments |
(14.95) |
|
| Total
from investment activities |
(14.98) |
|
| Net
asset value, end of period |
$ |
10.02 |
|
|
| |
|
Total
Return(2) |
(59.92 |
%) |
| Ratios/Supplemental
Data |
|
|
Ratios
to average net assets(3) |
|
| Expenses |
1.50 |
% |
| Net
investment income (loss) |
(0.51 |
%) |
|
Portfolio
turnover rate(2) |
15.77 |
% |
|
Net
assets, end of period (000s) |
$ |
16,030 |
|
(1)
Per share amounts calculated using the average shares outstanding during the
period.
(2)
Total return and portfolio turnover rate are for the period indicated and have
not been annualized.
(3)
Ratios to average net assets have been annualized.
(*)
The
Fund commenced operations on September 18, 2025.
FOR
MORE INFORMATION
You
will find more information about the Funds in the following
documents:
Statement
of Additional Information:
For
more information about the Funds, you may wish to refer to the Funds’ SAI dated
May 31, 2026, which is on file with the SEC and incorporated by reference into
this prospectus.
Annual/Semi-Annual
Reports:
Additional
information about the Funds’ investments, once available, will be available in
the Funds’ annual and semi-annual reports to shareholders and in Form N-CSR. In
the Funds’ annual report, you will find a discussion of the market conditions
and investment strategies that significantly affected the Funds’ performance
during their last fiscal year. In Form N-CSR, you will find the Funds’
annual and semi-annual financial statements.
You
can obtain a free copy of the SAI, annual and semi-annual reports, and other
information, such as the Funds’ financial statements by writing to
REX-OspreyTM
ETFs, 8730 Stony Point Parkway, Suite 205, Richmond, Virginia 23235, by calling
the Fund toll-free at (844) 802-4004, by email at: [email protected]. The Funds’
annual and semi-annual reports, prospectus and SAI are all available for
viewing/downloading at www.rexshares.com. General inquiries regarding the Fund
may also be directed to the above address or telephone number.
Copies
of these documents and other information about the Funds are available on the
EDGAR Database on the Commission’s Internet site at http://www.sec.gov, and
copies of these documents may also be obtained, after paying a duplication fee,
by electronic request at the following email address:
[email protected].
(Investment
Company Act File No. 811-23439)