ck0001683471-20260429
Teucrium 2x Long Daily
XRP ETF (XXRP)
A
series of Listed Funds Trust
Listed
on NYSE Arca, Inc.
PROSPECTUS
April
30, 2026
These
securities have not been approved or disapproved by the U.S. Securities and
Exchange Commission (the “SEC”) or the U.S. Commodity Futures Trading Commission
(the “CFTC”), nor have the SEC or CFTC passed upon the accuracy or adequacy of
this Prospectus. Any representation to the contrary is a criminal
offense.
TABLE
OF CONTENTS
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| TEUCRIUM
2X LONG DAILY XRP ETF - FUND SUMMARY |
Important
Information About the Fund
The
Teucrium 2x Long Daily XRP ETF (the “Fund”) seeks daily investment results,
before fees and expenses, that correspond to two times (2x) the daily price
performance of XRP for a single day, not for any other period. A “single day” is
measured from the time the Fund calculates its net asset value (“NAV”) to the
time of the Fund’s next NAV calculation. The NAV calculation time for the Fund
typically is 4:00 p.m. Eastern Time. The
return of the Fund for periods longer than a single day will be the result of
its return for each day compounded over the period. The Fund’s returns for
periods longer than a single day will very likely differ in amount, and possibly
even direction, from the Fund’s stated multiple (2x) times the return of daily
changes in the price of XRP for the same period. For periods longer than a
single day, the Fund will lose money if XRP’s performance is flat, and it is
possible that the Fund will lose money even if the price of XRP increases.
Longer
holding periods, higher volatility in the price of XRP, and greater leveraged
exposure each exacerbate the impact of compounding on an investor’s returns.
During periods of higher XRP volatility, the volatility of XRP may affect the
Fund’s return as much as or more than the return of the price of
XRP.
The
Fund presents different risks than other types of funds. The Fund uses leverage
and is riskier than similarly benchmarked funds that do not use leverage. The
Fund may not be suitable for all investors and should be used only by
knowledgeable investors who understand the consequences of seeking daily
leveraged (2x) investment results, including the impact of compounding on Fund
performance. The Fund is intended to be used as a short-term trading vehicle.
Investors in the Fund should actively manage and monitor their investments, as
frequently as daily. The Fund is not intended to be used by, and is not
appropriate for, investors who do not actively monitor and manage their
portfolio. An investor in the Fund could potentially lose the full principal
value of their investment within a single day.
Investment
Objective
The
Fund seeks daily investment results, before fees and expenses, that correspond
to two times (2x) the daily price performance of XRP. The
Fund does not seek to achieve its stated investment objective over a period of
time greater than a single day.
Fees and Expenses of the
Fund
This
table describes the fees and expenses that you may pay if you buy, hold, and
sell shares of the Fund (“Shares”). You
may pay other fees, such as brokerage commissions and other fees to financial
intermediaries, which are not reflected in the table and Example
below.
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Shareholder
Fees (fees
paid directly from your investment) |
None |
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Annual
Fund Operating Expenses
(expenses
that you pay each year as a percentage of the value of your
investment) |
| Management
Fee |
1.89% |
| Distribution
and/or Service (12b-1) Fees |
0.00% |
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Other
Expenses1,2 |
0.88% |
| Total
Annual Fund Operating Expenses |
2.77% |
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1.“Other
Expenses” consists of interest expense incurred in connection with the Fund’s
reverse repurchase agreements. It is a cost of investing in reverse repurchase
agreements similar to other investment-related expenses, but is required to be
reflected as a Fund expense for accounting purposes.
2.Teucrium
Investment Advisors, LLC (the “Adviser”), the Fund’s investment adviser, also
serves as the investment adviser to the Subsidiary (defined below) and provides
the Subsidiary with the same type of management services, under essentially the
same terms, as it provides the Fund. The Adviser has agreed to waive the
management fee of 1.89% to be paid by the Subsidiary. This waiver will continue
in effect until at least April 30, 2027. This waiver may be terminated only with
the approval of the Subsidiary’s Board of Directors.
Example
This Example is intended to help you compare the cost of investing
in the Fund with the cost of investing in other funds. The Example assumes that
you invest $10,000 in the Fund for the time periods indicated and then redeem
all of your Shares at the end of those periods. The Example also assumes that
your investment has a 5% return each year and that the Fund’s operating expenses
remain the same. The Example does not take into account brokerage commissions
that you may pay on your purchases and sales of Shares.
Although your actual costs may be higher
or lower, based on these assumptions your costs would be:
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| 1
Year |
$280 |
3
Years |
$859 |
5
Years |
$1,464 |
10
Years |
$3,099 |
Portfolio
Turnover
The
Fund pays transaction costs, such as commissions, when it buys and sells
securities (or “turns over” its portfolio). A higher portfolio turnover rate may
indicate higher transaction costs and may result in higher taxes when Shares are
held in a taxable account. These costs, which are not reflected in the Total
Annual Fund Operating Expenses or in the Example, affect the Fund’s performance.
For the fiscal period April 8, 2025 (commencement of operations) through
December 31, 2025, the Fund’s portfolio turnover rate was 0% of the average value of its
portfolio.
Principal Investment
Strategies
The
Fund invests in financial instruments that the Adviser believes in combination
should produce daily returns (before fees and expenses) that correspond to two
times (2x) the daily price performance of XRP. However, there can be no
guarantee that such a strategy will produce the desired results or that any
XRP-related investment will provide returns that closely correlate to those
produced by XRP. Generally, XRP-related investments are subject to certain
implementation costs and expenses not applicable to direct investments in XRP
that will cause the returns of XRP-related investments to differ from those of
direct investments in XRP. Additionally, the ability to trade XRP 24 hours a day
may give rise to differences in returns of XRP-related investments that trade
during standard market hours.
The
Fund will invest principally in the financial instruments listed
below:
•Swap
Agreements. Initially,
the Fund expects to achieve its exposure to XRP primarily through its investment
in one or more swap agreements. As more XRP-related investments become available
for investment, the Adviser will invest in those XRP-related investments that it
believes will most effectively enable the Fund to achieve its investment
objective. Swap agreements are derivative contracts entered into primarily with
major global financial institutions for a specified period. In a standard swap
transaction, two parties agree to exchange or “swap” payments based on the
change in value of a reference asset or benchmark, such as an index, or in the
case of the Fund, the return earned on an investment in XRP that is equal, on a
daily basis, to 200% of the value of the Fund’s net assets (each, an “XRP
Swap”). As of the date of this Prospectus, it is expected that the Fund (and
certain of its investments) will reference one or more of the following
benchmarks for purposes of determining the price of XRP: (i) the CME CF
XRP-Dollar Reference Rate (the “XRP Reference Rate”); (ii) CME CF XRP-Dollar
Real Time Index (the “XRP Index”); (iii) exchange-traded products (“ETPs”) that
hold XRP directly (a “Spot XRP ETP”), or (iv) other benchmarks that the Adviser
believes produce daily returns consistent with those of XRP (collectively with
the XRP Reference Rate, the XRP Index, and any Spot XRP ETP, the “Reference
Assets”). The XRP Reference Rate is a benchmark index price for XRP that
reflects aggregated trade data from multiple U.S. dollar-denominated XRP markets
operated by major cryptocurrency exchanges that conform to CF Benchmarks’ robust
eligibility criteria and is calculated daily. The XRP Index is a benchmark index
price for XRP that reflects aggregated order data from U.S. dollar-denominated
XRP markets operated by major cryptocurrency exchanges that conform to CF
Benchmarks’ robust eligibility criteria and is calculated every second. The XRP
Swaps may reference Spot XRP ETPs listed on a U.S. or European exchange. The
Fund may also invest directly in shares of Spot XRP ETPs. Such Spot XRP ETPs are
not registered under the Investment Company Act of 1940, as amended (the “1940
Act”) and, therefore, do not provide investors with the investor protections of
the 1940 Act. As of the date of this Prospectus, there were no U.S. Spot XRP
ETPs available for the Fund to invest in or use as a reference asset. Thus,
initially, the Fund expects to invest in one or more XRP Swaps the reference
asset for which will be one or more of the following Spot XRP ETPs, each of
which is listed on a European exchange as of the date of this Prospectus:
21Shares XRP ETP, Bitwise Physical XRP ETP, Virtune XRP ETP, WisdomTree Physical
XRP ETP and CoinShares Physical XRP ETP. Generally, any such XRP Swap will
provide the Fund with a return earned by the Spot XRP ETP that is equal, on a
daily basis, to 200% of the value of the Fund’s net assets, be fully funded with
all collateral maintained by a third party pursuant to a triparty arrangement,
and be subject to daily collateral adjustments to align the value of collateral
with the value of the reference asset. The Fund also may invest directly in one
or more of the afore-mentioned Spot XRP ETPs.
•XRP
Futures Contracts.
To obtain 2x daily exposure to XRP, the Fund may enter into, as the “buyer,” XRP
futures contracts that trade on an exchange registered with the Commodity
Futures Trading Commission (“CFTC”) (“XRP Futures Contracts”). In order to
maintain its 2x daily exposure to XRP, the Fund intends to exit its futures
contracts as they near expiration and replace them with new futures contracts
with a later expiration date. This process is referred to as “rolling.” The Fund
may invest in XRP Futures Contracts of any expiration date traded on any
CFTC-regulated commodity futures exchange, also known as a “designated contract
market” (“DCM”).
•XRP
Options.
The Fund also may invest in exchange-traded options contracts that reference
XRP, XRP Futures Contracts, or Spot XRP ETPs (“XRP Options” and, collectively
with XRP Swaps and XRP Futures Contracts, “XRP-related investments”). As of the
date of this Prospectus, there were no XRP Options available for investment by
the Fund. However, it is expected that XRP Options will be available in the near
future. To the extent available, the Fund may invest in options traded on an
exchange registered with the CFTC, or on foreign exchanges. In general, an
option is a contract that gives the purchaser (holder) of the option, in return
for a premium, the right to buy from (call) or sell to (put) the seller (writer)
of the option the security or currency underlying the option at a specified
exercise price. Traditional exchange-traded options
contracts
have standardized terms, such as the type (call or put), the reference asset,
the strike price and expiration date. In the U.S., exchange-traded options
contracts are guaranteed for settlement by the Options Clearing Corporation
(“OCC”).
The
Fund may also invest in equity securities of “XRP-related companies.” For these
purposes, XRP-related companies are companies, including Spot XRP ETPs that the
Adviser believes provide returns that generally correspond, or are closely
related, to the performance of XRP. Similar to other types of XRP-related
investments, there can be no assurance that the returns of XRP-related companies
will correspond, or be closely-related, to the performance of XRP.
The
mix of financial instruments to achieve the desired exposure to XRP is at the
sole discretion of the Adviser. The Adviser may consider the following factors,
among others, when determining the Fund’s investments in XRP Swaps, XRP Futures
Contracts, XRP Options, other financial instruments, and XRP-related companies:
liquidity, regulatory requirements, risk mitigation measures, the Fund’s FCMs
(as defined below), the financial condition of counterparties and market
conditions.
The
Fund also expects to engage in reverse repurchase agreements, a form of
borrowing, and to use the proceeds for investment purposes.
Under normal circumstances, the Fund will invest at least
80% of the Fund’s assets in, or provide exposure equal to, financial instruments
that the Adviser believes, in combination, should produce daily returns
consistent with the Fund’s investment objective of seeking daily investment
results, before fees and expenses, that correspond to two times (2x) the daily
price performance of XRP. The Fund does not invest directly in XRP.
The
Fund expects to invest in XRP-related investments primarily indirectly through a
wholly-owned subsidiary organized under the laws of the Cayman Islands (the
“Subsidiary”). The Fund’s investment in the Subsidiary is intended to provide
the Fund with exposure to XRP-related investments within the limits of current
federal income tax laws applicable to investment companies such as the Fund,
which limit the ability of investment companies to invest directly in certain
investments that do not generate qualifying income for tax purposes. The
Subsidiary, which is also managed by the Adviser, has the same investment
objective as the Fund, but it may invest in certain investments, such as
XRP-related investments, to a greater extent than the Fund. Except as otherwise
noted, for purposes of this Prospectus, references to the Fund’s investments
include the Fund’s indirect investments through the Subsidiary. Because the Fund
intends to elect to be treated as a regulated investment company (“RIC”) under
the Internal Revenue Code of 1986, as amended (the “Code”), the size of the
Fund’s investment in the Subsidiary generally will be limited to 25% of the
Fund’s total assets, tested at the end of each fiscal quarter (the “Asset
Diversification Test”).
The
Adviser attempts to consistently apply leverage to obtain Reference Asset
exposure for the Fund equal to 200% of the value of its net assets and expects
to adjust its exposure to the Reference Assets daily to maintain such exposure.
A “single day,” “day,” or “trading day” is measured from the time the Fund
calculates its net asset value (“NAV”) to the time of the Fund’s next NAV
calculation.
The
Fund will attempt to achieve its investment objective without regard to the
overall market movement or the increase or decrease of the price of XRP. At the
close of the markets on each trading day, the Adviser determines the type,
quantity, and mix of investment positions, so that its exposure to the price of
XRP is consistent with the Fund’s investment objective. The impact of movements
in the price of XRP during the day will generally require the Fund to adjust its
exposure to the Reference Assets on a daily basis. For example, if the price of
XRP has risen on a given day, net assets of the Fund should rise, meaning the
Fund’s exposure will need to be increased. Conversely, if the price of XRP has
fallen on a given day, net assets of the Fund should fall, meaning the Fund’s
exposure will need to be reduced. These adjustments typically result in high
portfolio turnover.
The
Fund also expects to invest in cash, cash equivalents, or high-quality
securities, such as (i) U.S. Government securities, including bills, notes and
bonds issued by the U.S. Treasury; (ii) money market funds; and/or (iii)
corporate debt securities, such as commercial paper and other short-term
unsecured promissory notes issued by businesses that are rated investment grade
or determined by the Adviser to be of comparable quality. Such investments are
designed to provide liquidity or collateralize the Fund’s investments in
financial instruments, such as certain of the XRP-related investments.
The
Fund is classified as a “non-diversified” investment company under the 1940 Act
and, therefore, may invest a greater percentage of its assets in a particular
issuer than a diversified fund.
Daily
rebalancing and the compounding of each day’s return over time means that the
return of the Fund for a period longer than a single day will be the result of
each day’s returns compounded over the period, which will likely differ in
amount, and possibly even direction, from two times (2x) the price performance
of XRP for the same period. The Fund will lose money if the price performance of
XRP is flat over time, and the Fund can lose money regardless of the performance
of the price of XRP because of daily rebalancing, the volatility of the price of
XRP, compounding of each day’s return, and other factors. See “Principal
Investment Risks” below.
XRP
Futures Contracts
Futures
contracts are agreements between two parties that are executed on a DCM,
i.e.,
a commodity futures exchange, and that are cleared and margined through a
derivatives clearing organization (“DCO”), i.e.,
a clearing house. One party agrees to buy a commodity from the other party at a
later date at a price and quantity agreed upon when the contract is made. Such
contracts may also be referred to as “non-spot” futures contracts to
differentiate from spot contracts, in which the purchase of the commodity occurs
immediately. In market terminology, a party who purchases a futures contract is
long in the market and a party who sells a futures contract is short in the
market. The contractual obligations of a buyer or seller may generally be
satisfied by taking or making physical delivery of the underlying commodity or
by making an offsetting sale or purchase of an identical futures contract on the
same or linked exchange before the designated date of delivery. The difference
between the price at which the futures contract is purchased or sold and the
price paid for the offsetting sale or purchase, after allowance for brokerage
commissions, constitutes the profit or loss to the trader.
Futures
contracts with a longer term to expiration may be priced higher than futures
contracts with a shorter term to expiration, a relationship called “contango”.
When rolling futures contracts that are in contango the Fund will close its long
position by selling the shorter term contract at a relatively lower price and
buying a longer-dated contract at a relatively higher price. The presence of
contango will adversely affect the performance of the Fund, and could result in
a negative yield for the Fund. Conversely, futures contracts with a longer term
to expiration may be priced lower than futures contracts with a shorter term to
expiration, a relationship called “backwardation”. When rolling long futures
contracts that are in backwardation, the Fund will close its long position by
selling the shorter term contract at a relatively higher price and buying a
longer-dated contract at a relatively lower price. The presence of backwardation
may positively affect the performance of the Fund.
XRP
Options
An
option is a contract that gives the purchaser of the option, in return for the
premium paid, the right to buy an underlying reference instrument, such as a
specified security, currency, index, or other instrument, from the writer of the
option (in the case of a call option), or to sell a specified reference
instrument to the writer of the option (in the case of a put option) at a
designated price during the term of the option. The premium paid by the buyer of
an option will reflect, among other things, the relationship of the exercise
price to the market price and the volatility of the underlying reference
instrument, the remaining term of the option, supply, demand, interest rates
and/or currency exchange rates. An American-style put or call option may be
exercised at any time during the option period while a European-style put or
call option may be exercised only upon expiration or during a fixed period prior
thereto.
Additional
Information about the Spot XRP ETPs
It
is currently expected that the Fund will initially derive a significant amount
of its exposure to the price performance of XRP from its direct investment in
one or more Spot XRP ETPs and swap agreements or options that reference a Spot
XRP ETP. The Spot XRP ETPs in which the Fund may invest (or which may be used as
a Reference Asset) are ETPs that are designed to provide exposure to the
performance of XRP and are fully secured by holdings of XRP. Each non-U.S. Spot
XRP ETPs issues bonds that are collateralized by the respective amount of units
of XRP. The Issuer shall at any given time procure in relation to issued bonds
that it holds such amount of the underlying XRP equal to or exceeding the
aggregate claims of the bondholders, expressed as a number of units of XRP. The
value and performance of the bonds materially depend on the value and
performance of the issuer’s holdings of XRP. Based on the non-U.S. Spot XRP
ETPs’ payment and delivery obligations to bondholders, the bonds are expected
(subject to the deduction of any fees and costs) to track the performance of XRP
nearly 1:1.
An
investor cannot purchase the bonds issued by non-U.S. Spot XRP ETPs directly
from the issuer in the primary market. Initially, in the primary market, the
bonds may only be subscribed for or purchased by authorized participants
(“APs”). Once the bonds issued by non-U.S. Spot XRP ETPs have been subscribed
for or purchased in the primary market, investors may purchase the bonds in the
secondary market from any person on an anonymous basis (i) via the relevant
stock exchange (in case of bonds admitted to trading on a stock exchange) or
(ii) over the counter.
As
of the date of this Prospectus, there are no U.S. Spot XRP ETPs available for
the Fund to invest in or use as a reference asset. Additional information about
each of the Spot XRP ETPs in which the Fund may invest (or use as a reference
asset) is detailed below:
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| Name
and Ticker |
Domicile |
Listing
Exchange(s) |
XRP
Holdings (as of March 31, 2026) |
| 21Shares
XRP ETP (AXRP) |
Switzerland |
SIX
Swiss Exchange Boerse Duesseldorf Boerse Stuttgart BX
Swiss Deutsche Boerse Xetra Euronext Amsterdam Euronext
Paris Gettex |
$324.48
million |
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| Bitwise
Physical XRP ETP (GXRP) |
Germany |
Deutsche
Boerse Xetra |
$129.44
million |
| Virtune
XRP ETP (VIRXRP) |
Sweden |
Nasdaq
Stockholm Nasdaq Helsinki |
$828.19
million |
| WisdomTree
Physical XRP ETP (XRPW) |
Jersey |
SIX
Swiss Exchange Euronext Paris Euronext Amsterdam Deutsche Boerse
Xetra |
$64.50
million |
| CoinShares
Physical XRP ETP (XRPL) |
Jersey |
Deutsche
Boerse Xetra
|
$245.07
million |
The
value of shares of a Spot XRP ETP may not directly correspond to the price of
XRP, and is highly volatile. The price of a Spot XRP ETP may go down even if the
price of the underlying asset, XRP, remains unchanged. Additionally, shares that
trade at a premium mean that an investor who purchases $1 of a portfolio will
actually own less than $1 in assets.
Each
Spot XRP ETP is a passive investment vehicle that does not seek to generate
returns beyond tracking the price of XRP. This means the sponsor does not
speculatively sell XRP at times when its price is high or speculatively acquire
XRP at low prices in the expectation of future price increases. The Spot XRP
ETPs will not utilize hedging, leverage, derivatives or any similar arrangements
in seeking to meet its investment objective. Each Spot XRP ETP’s custodian will
keep custody of the Spot XRP ETP’s XRP, and will keep all of the private keys
associated with such Spot XRP ETP’s XRP held by the custodian in “cold storage.”
“Cold storage” is a safeguarding method by which the private keys corresponding
to the particular Spot XRP ETP’s XRP are generated and stored in an offline
manner using computers or devices that are not connected to the internet, which
is intended to make them more resistant to hacking.
XRP
XRP
is a digital asset that is created and transmitted through the operations of the
XRP Ledger, a distributed ledger upon which XRP transactions are processed and
settled. XRP can be used to pay for goods and services or it can be converted to
fiat currencies, such as the U.S. dollar. The XRP Ledger is based on a shared
public ledger similar to the Bitcoin network. However, the XRP Ledger
differentiates itself from other digital asset networks in that its stated
primary function is transactional utility, not store of value. The XRP Ledger is
designed to be a global real-time payment and settlement system. XRP and the XRP
Ledger aim to improve the speed at which parties on the network may transfer
value while also reducing the fees and delays associated with the traditional
methods of interbank payments.
No
single entity controls the XRP Ledger. Instead, a network of independent nodes
validates transactions pursuant to a consensus-based algorithm (the “Ripple
Protocol Consensus Algorithm”). It is this mechanism, as opposed to the
proof-of-work mechanism utilized by the Bitcoin blockchain, that allows the XRP
Ledger to be fast, energy-efficient and scalable, and therefore suitable for its
most prominent use, the facilitation of cross-border financial transactions.
These
independent nodes do not mine new blocks but participate in a consensus process
to ensure that transactions are valid and correctly ordered on the ledger. Any
node can be a validator, but for practical purposes, the XRP Ledger depends on a
list of trusted validators known as the Unique Node List or “UNL.” Validators
are entities (such as individuals, institutions, or other organizations) that
run nodes to participate in the consensus process. These validators ensure the
integrity and accuracy of the ledger. Each node in the network maintains a
Unique Node List — a list of other validators that the node trusts to reliably
validate transactions; however, there needs to be some overlap in the UNLs for
consensus to work effectively.
The
Fund may, but is not required to, take defensive actions to limit losses or
prevent the Fund’s NAV from going to or below zero during periods of extreme
volatility. Such defensive actions may include entering into offsetting
positions or otherwise hedging the Fund’s exposure to XRP through the use of
derivatives, including exchange-traded or over-the-counter (“OTC”) swaps,
options or swaptions contracts, or investing a greater portion of the Fund’s
assets in non-XRP related investments, such as cash and cash equivalents.
However, because the Fund employs leverage and may be subject to unscheduled
rebalancing, these measures may magnify losses or cause the Fund to realize
losses already incurred. Taking defensive actions will also cause the Fund’s
performance to deviate from two times (2x) the daily price performance of XRP
and as a result, may cause the Fund to not achieve its investment objective. In
addition, such defensive positioning may not prevent substantial or total loss
of value. The Fund may engage in defensive investing for brief or extended
periods depending on market conditions and other factors considered by the
Adviser.
Principal
Investment Risks
XRP
and XRP-related investments are relatively new investments. They are subject to
unique and substantial risks and historically have been subject to significant
price volatility. The value of an investment in the Fund could decline
significantly and without warning, including to $0. You should be prepared for
the possibility of losing your entire investment. The performance of XRP-related
investments, and therefore the performance of the Fund, may differ significantly
from the performance of XRP.
An
investment in the Fund does not represent a complete investment program. An
investment in the Fund is not a bank deposit and it is not insured or guaranteed
by the Federal Deposit Insurance Corporation or any other government agency, the
Adviser, or any of their affiliates.
The
principal risks of investing in the Fund are summarized below. Each risk
summarized below is considered a “principal risk” of investing in the Fund,
regardless of the order in which it appears. Some or all of these risks may
adversely affect the Fund’s NAV, trading price, yield, total return, and/or
ability to meet its investment objective.
As with any
investment, there is a risk that you could lose all or a portion of your money
invested in the Fund. The Fund may not achieve its leveraged
investment objective. The Fund presents risks not traditionally associated with
other mutual funds and ETFs. For example, due to the Fund’s daily leveraged
investment objective, a small adverse move in XRP price will result in larger
and potentially substantial declines in the Fund. The following risks could
affect the value of your investment in the Fund:
•XRP
Risk.
Crypto assets, such as XRP, operate without central authority or banks and are
not backed by any government. Crypto assets are often referred to as a “virtual
asset” or “digital asset,” and operate as a decentralized, peer-to-peer
financial trading platform and value storage that is used like money. A crypto
asset is also not a legal tender. Investments linked to XRP can be highly
volatile compared to investments in traditional securities and the Fund may
experience sudden and large losses. The markets for XRP and XRP-related
investments may become illiquid. These markets may fluctuate widely based on a
variety of factors including changes in overall market movements, political and
economic events, wars, acts of terrorism, natural disasters (including disease,
epidemics and pandemics) and changes in interest rates or inflation rates. An
investor should be prepared to lose the full principal value of their investment
suddenly and without warning. A number of factors affect the price and market
for XRP:
◦New
Technology.
XRP is a relatively new technological innovation with a limited operating
history. XRP has a relatively limited history of existence and operations. There
is a limited established performance record for the price of XRP and, in turn, a
limited basis for evaluating an investment in XRP.
◦Supply
and Demand of XRP.
Unlike other digital assets such as bitcoin or ether, XRP is not and was not
mined gradually over time. Instead, all 100 billion XRP tokens were created at
the time of the XRP Ledger’s launch in 2012. This means that every XRP token
that exists today, or will ever exist, was generated from the outset of the XRP
Ledger. As a result, there is no ability for the supply of XRP to be adjusted in
response to economic conditions. For instance, there is no ability for the
supply of XRP to be increased to meet rising demand, which could lead to price
volatility. In addition, unlike blockchains that utilize “proof-of-work” or
“proof-of-stake” where miners or stakers are rewarded with newly minted coins or
tokens, XRP validators are not incentivized by block rewards since there is no
new issuance of XRP.
Additionally,
the fixed supply of XRP, combined with the burning of XRP (permanently
destroyed) as transaction fees, could create deflationary pressure over time. A
small amount of XRP is burned with every transaction to prevent spam on the
network. While the amount of XRP burned per transaction is minuscule, over time,
the total supply of XRP will slowly decrease. This could lead to a deflationary
environment where the decreasing supply drives up the price of XRP, making it
less practical as a medium of exchange. Additionally, as the total supply of XRP
slowly shrinks due to burning, liquidity could become an issue in the distant
future, potentially making it harder for businesses and users to access
sufficient XRP for their transactions.
The
fixed supply of XRP could also contribute to price volatility, especially if
demand fluctuates significantly. Since the supply of XRP is fixed, any
significant surge in demand can result in large price spikes. For example,
during periods of high market activity or speculation, the price of XRP could
rapidly increase due to the inability to expand supply to match demand. This
volatility could make XRP less predictable for businesses that rely on it for
payments. Digital assets with a flexible supply, such as stablecoins, can adjust
to maintain a stable value. XRP, however, could experience price swings that
make it less attractive for everyday transactions or long-term financial
planning.
The
fixed supply of XRP may also not scale well with rapidly expanding use cases. To
the extent more businesses, financial institutions, and payment providers adopt
XRP for cross-border transactions and other use cases, there is a risk that the
fixed supply may not meet such growing demand, leading to supply shortages and
further price volatility. In the case of massive adoption, the scarcity of XRP
could raise its value too much, making it less appealing for day-to-day
transactions or use as a liquidity bridge in cross-border payments, as
businesses might prefer a more stable and widely available
currency.
Ripple
Labs holds a large portion of the XRP supply, which has led to concerns about
centralization. Despite escrow mechanisms that gradually release XRP into the
market, Ripple Labs still retains control over a significant portion of XRP,
which can impact market dynamics if large amounts are sold. The concentration of
XRP in the hands of Ripple Labs and early stakeholders could affect the market’s
confidence in XRP as a decentralized asset.
◦Adoption
and Use of XRP.
The continued adoption of XRP will require growth in its usage as a means of
exchange and payment. Even if growth in XRP adoption continues in the near or
medium-term, there is no assurance that XRP usage will continue to grow over the
long-term. A contraction in the use of XRP may result in a lack of liquidity,
increased volatility in and a reduction to the price of
XRP.
◦The
Regulatory Environment Relating to XRP. The
regulation of cryptocurrencies, digital assets and related investments in the
U.S. is in its nascent stages and the nature and extent of the regulatory
framework to be implemented is not yet clear. Federal and state, as well as
foreign governments may restrict the use and exchange of a crypto asset, such as
XRP. Depending on its characteristics, a digital asset, including XRP, may be
considered a “security” under U.S. federal and/or state 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. Any
enforcement action by the SEC or a state securities regulator asserting that XRP
is a security, or a court decision to that effect, would be expected to have an
immediate material adverse impact on the trading price of XRP, as well as the
Shares. This is because the business models behind most digital assets are
incompatible with regulations applying to transactions in securities. If a
digital asset is determined to be a security, it is likely to become difficult
or impossible for the digital asset to be traded, cleared or custodied in the
United States through the same channels used by non-security digital assets,
which in addition to materially and adversely affecting the trading value of the
digital asset is likely to significantly impact its liquidity and market
participants’ ability to convert the digital asset into U.S. dollars. Any
assertion that a digital asset is a security by the SEC or another regulatory
authority may have similar effects. The resolution of the current ambiguity
concerning the regulatory status of crypto assets could result in negative
regulatory and tax consequences for the Fund and its shareholders, including the
Fund’s failure to qualify as a RIC, the consequences of which are discussed
under “Tax Risk”, and the elimination of the shareholder protections afforded by
the 1940 Act.
◦Largely
Unregulated Marketplace.
Digital asset markets, including spot markets for XRP, are growing rapidly. The
spot markets through which XRP and other digital assets trade are new and, in
some cases, may be subject to but not comply with their relevant jurisdiction’s
regulations. These markets are local, national and international and include a
broadening range of digital assets and participants. Significant trading may
occur on systems and platforms with minimum predictability. Spot markets may
impose daily, weekly, monthly or customer-specific transaction or withdrawal
limits or suspend withdrawals entirely, rendering the exchange of XRP for fiat
currency difficult or impossible. Participation in spot markets requires users
to take on credit risk by transferring XRP from a personal account to a third
party’s account.
Digital
asset exchanges do not appear to be subject to, or may not comply with,
regulation in a similar manner as other regulated trading platforms, such as
national securities exchanges or designated contract markets. Many digital asset
exchanges are unlicensed, unregulated, operate without extensive supervision by
governmental authorities, and do not provide the public with significant
information regarding their ownership structure, management team, corporate
practices, cybersecurity, and regulatory compliance. In particular, those
located outside the United States may be subject to significantly less stringent
regulatory and compliance requirements in their local
jurisdictions.
As
a result, trading activity on or reported by these digital asset exchanges is
generally significantly less regulated than trading in regulated U.S. securities
and commodities markets, and may reflect behavior that would be prohibited in
regulated U.S. trading venues. Furthermore, many spot markets lack certain
safeguards put in place by more traditional exchanges to enhance the stability
of trading on the exchange and prevent flash crashes, such as limit-down circuit
breakers. As a result, the prices of digital assets such as XRP on digital asset
exchanges may be subject to larger and/or more frequent sudden declines than
assets traded on more traditional exchanges. Tools to detect and deter
fraudulent or manipulative trading activities (such as market manipulation,
front-running of trades, and wash-trading) may not be available to or employed
by digital asset exchanges or may not exist at all. As a result, the marketplace
may lose confidence in, or may experience problems relating to, these
venues.
No
XRP exchange is immune from these risks. While the Fund does not buy or sell XRP
on XRP spot markets, the closure or temporary shutdown of XRP exchanges due to
fraud, business failure, hackers or malware, or government-mandated regulation
may reduce confidence in the XRP network and can slow down the mass adoption of
XRP. Further, spot market failures or that of any other major component of the
overall XRP ecosystem can have an adverse effect on XRP markets and the price of
XRP and could therefore have a negative impact on the performance of the Fund.
Furthermore, the closure or temporary shutdown of an XRP spot market may impact
the Fund’s ability to determine the value of its XRP holdings or for the Fund’s
Authorized Participants to effectively arbitrage the
Shares.
◦Cybersecurity.
As a digital asset, XRP is subject to the risk that malicious actors will
exploit flaws in its code or structure that will allow them to, among other
things, steal XRP held by others, control the blockchain, or steal personally
identifying information. The occurrence of any of these events is likely to have
a significant adverse impact on the price and liquidity of XRP and any
XRP-related investments and therefore the value of an investment in the Fund.
Additionally, the XRP Ledger’s functionality relies on the Internet. A
significant disruption of Internet connectivity affecting large numbers of users
or geographic areas could impede the functionality of the XRP Ledger. Any
technical disruptions or regulatory limitations that affect Internet access may
have an adverse effect on the XRP Ledger, the price of XRP and the value of an
investment in the Fund. Finally, crypto asset platforms may stop operating or
permanently shut down due to fraud, technical glitches, hackers or
malware.
◦Forks.
XRP, along with many other digital assets, are open source projects. The
infrastructure and ecosystem that powers the XRP network are developed by
different parties, including affiliated and non-affiliated engineers,
developers, validators,
platform
developers, evangelists, marketers, exchange operators and other companies based
around a service regarding XRP, each of whom may have different motivations,
drivers, philosophies and incentives.
As
a result, any individual can propose refinements or improvements to the XRP
network’s source code through one or more software upgrades that could alter the
protocols governing the XRP network and the properties of XRP. When a
modification is proposed and a substantial majority of users and validators
consent to the modification, the change is implemented and the XRP network
remains uninterrupted. However, a “hard fork” occurs if less than a substantial
majority of users and validators consent to the proposed modification, and the
modification is not compatible with the software prior to its modification. In
other words, two incompatible networks would then exist: (1) one network running
the pre-modified software and (2) another network running the modified software.
The effect of such a fork would be the existence of two versions of XRP running
in parallel, and the creation of a new digital asset which lacks
interchangeability with its predecessor. This is in contrast to a “soft fork,”
or a proposed modification to the software governing the network that results in
a post-update network that is compatible with the network as it existed prior to
the update, because it restricts the network operations that can be performed
after the update.
Forks
may have a detrimental effect on the value of XRP. Forks can also introduce new
security risks.
•XRP
Exposure Risk.
The Fund expects to have significant exposure to XRP. As a result, the Fund’s
performance may be disproportionately and significantly impacted by the poor
performance of XRP or events materially affecting the XRP ecosystem. The Fund’s
significant exposure to XRP makes it more susceptible to any single occurrence
affecting XRP or XRP-related investments, and may subject the Fund to greater
market risk than more diversified funds.
The
remaining principal risks are presented in alphabetical order to facilitate
finding particular risks and comparing them with those of other
funds.
•Active
Management Risk. The Fund is actively managed and may not meet its investment
objective based on the Adviser’s success or failure to implement strategies for
the Fund. The Fund invests in complex instruments (each described below),
including swap agreements and futures contracts. Such instruments may create
enhanced risks for the Fund and the Adviser’s ability to control the Fund’s
level of risk will depend on the Adviser’s skill in managing such instruments.
In addition, the Adviser’s evaluations and assumptions regarding investments,
interest rates, inflation, and other factors may not successfully achieve the
Fund’s investment objective given actual market conditions.
•Cash
Transaction Risk.
The Fund expects to effect all of its creations and redemptions for cash, rather
than in-kind securities. The Fund may be required to sell or unwind portfolio
investments to obtain the cash needed to distribute redemption proceeds. This
may cause the Fund to recognize a capital gain that it might not have recognized
if it had made a redemption in kind. As a result, the Fund may pay out higher
annual capital gain distributions than if the in-kind redemption process was
used. The use of cash creations and redemptions may also cause the Fund’s Shares
to trade in the market at wider bid-ask spreads or greater premiums or discounts
to the Fund’s NAV. Further, effecting purchases and redemptions primarily in
cash may cause the Fund to incur certain costs, such as portfolio transaction
costs. These costs can decrease the Fund’s NAV if not offset by an AP
transaction fee.
•Clearing
Broker Risk. The
failure or bankruptcy of the Fund’s and the Subsidiary’s clearing broker could
result in a substantial loss of Fund assets. Under current CFTC regulations, a
clearing broker maintains customers’ assets in a bulk segregated account. If a
clearing broker fails to do so or is unable to satisfy a substantial deficit in
a customer account, its other customers may be subject to risk of loss of their
funds in the event of that clearing broker’s bankruptcy. In that event, the
clearing broker’s customers, such as the Fund and the Subsidiary, are entitled
to recover, even in respect of property specifically traceable to them, only a
proportional share of all property available for distribution to all of that
clearing broker’s customers.
•Collateral
Securities Risk.
Collateral may include obligations issued or guaranteed by the U.S. government
and its agencies and instrumentalities, including bills, notes and bonds issued
by the U.S. Treasury, as well as money market funds and corporate debt
securities, such as commercial paper. Some securities issued or guaranteed by
federal agencies and U.S. government-sponsored instrumentalities may not be
backed by the full faith and credit of the United States, in which case the
investor must look principally to the agency or instrumentality issuing or
guaranteeing the security for ultimate repayment, and may not be able to assert
a claim against the United States itself in the event that the agency or
instrumentality does not meet its commitment. The U.S. government and its
agencies and instrumentalities do not guarantee the market value of their
securities, and consequently, the value of such securities may fluctuate.
Although the Fund may hold securities that carry U.S. government guarantees,
these guarantees do not extend to shares of the Fund. The Fund’s investments in
U.S. government securities will change in value in response to interest rate
changes and other factors, such as the perception of an issuer’s
creditworthiness. Money market funds are subject to management fees and other
expenses. Therefore, investments in money market funds will cause the Fund to
bear indirectly a proportional share of the fees and costs of the money market
funds in which it invests. At the same time, the Fund will continue to pay its
own management fees and expenses with respect to all of its assets, including
any portion invested in the shares of the money market fund. It is possible to
lose money by investing in money market funds. Corporate debt securities such as
commercial paper generally are short-term unsecured promissory notes issued by
businesses. Corporate debt may be rated investment-grade or below
investment-grade and may carry variable or floating rates of interest. Corporate
debt securities carry
both
credit risk and interest rate risk. Credit risk is the risk that the Fund could
lose money if the issuer of a corporate debt security is unable to pay interest
or repay principal when it is due. Interest rate risk is the risk that interest
rates rise and fall over time. For example, the value of fixed-income securities
generally decrease when interest rates rise, which may cause the Fund’s value to
decrease. Also, investments in fixed-income securities with longer maturities
fluctuate more in response to interest rate changes. Some corporate debt
securities that are rated below investment-grade generally are considered
speculative because they present a greater risk of loss, including default, than
higher quality debt securities.
•Commodity
Pool Regulatory Risk. The
Fund’s investment exposure to commodity futures and swaps will cause it to be
deemed to be a commodity pool, thereby subjecting the Fund to regulation under
the Commodity Exchange Act (“CEA”) and CFTC rules. The Adviser is registered as
a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”), and
the Fund will be operated in accordance with applicable CFTC rules, as well as
the regulatory scheme applicable to registered investment companies.
Registration as a CPO imposes additional compliance obligations on the Adviser
and the Fund related to additional laws, regulations, and enforcement policies,
which could increase compliance costs and may affect the operations and
financial performance of the Fund.
•Counterparty
Risk. Counterparty
risk is the risk that a counterparty to Fund transactions (e.g.,
swap transactions) will be unable or unwilling to perform its contractual
obligation to the Fund. The Fund expects to use futures contracts and swap
agreements to gain exposure to XRP without purchasing XRP directly in order to
achieve its investment objective. Through these investments and related
arrangements, the Fund is exposed to the risk that the counterparty may be
unwilling or unable to make timely payments contemplated by such arrangements or
otherwise to meet its contractual obligations (i.e.,
counterparty credit risk). If the counterparty becomes bankrupt or defaults on
(or otherwise becomes unable or unwilling to perform) its payment or other
obligations to the Fund, the Fund may not receive the full amount it is entitled
to receive or may experience delays in recovering the collateral or other assets
held by, or on behalf of, the counterparty. If this occurs, the value of your
Shares in the Fund will decrease.
In
addition, the Fund may enter into swap agreements with a limited number of
counterparties, which may increase the Fund’s exposure to counterparty credit
risk. To the extent the Fund’s counterparties are concentrated in the financial
services sector, the Fund bears the risk that those counterparties may be
adversely affected by legislative or regulatory changes, adverse market
conditions, increased competition, and/or wide scale credit losses resulting
from financial difficulties or borrowers affecting that economic sector.
Further, there is a risk that no suitable counterparties will be willing to
enter into, or continue to enter into, transactions with the Fund and, as a
result, the Fund may not be able to achieve its investment
objective.
•Cybersecurity
Risk.
Cybersecurity incidents may allow an unauthorized party to gain access to Fund
assets or proprietary information, or cause the Fund, the Adviser, and/or other
service providers (including custodians and financial intermediaries) to suffer
data breaches or data corruption. Additionally, cybersecurity failures or
breaches of the electronic systems of the Fund, the Adviser, the Fund’s other
service providers, market makers, APs, the Fund’s primary listing exchange, or
the issuers of securities in which the Fund invests have the ability to disrupt
and negatively affect the Fund’s business operations, including the ability to
purchase and sell Shares, potentially resulting in financial losses to the Fund
and its shareholders.
•Daily
Correlation/Tracking Risk. There
is no guarantee that the Fund will achieve a high degree of correlation to the
price performance of XRP and therefore achieve its daily leveraged investment
objective. The Fund seeks to adjust its exposure to the Reference Assets daily
to keep leverage consistent with its daily leveraged investment objective and to
achieve a high degree of correlation with the price performance of XRP. In
addition, the Fund’s exposure to the price of XRP is impacted by the movement of
the price of XRP. Because of this, it is unlikely that the Fund will be
perfectly exposed to the price performance of XRP at the end of each day. The
possibility of the Fund being materially over- or under-exposed to the price
performance of XRP increases on days when the price of XRP is volatile near the
close of the trading day. Market disruptions, regulatory restrictions, and
extreme volatility will also adversely affect the Fund’s ability to adjust
exposure to the required levels.
The
Fund may have difficulty achieving its daily leveraged investment objective for
many reasons, including fees, expenses, transaction costs, financing costs
related to the use of derivatives, accounting standards and their application to
income items, disruptions, illiquidity or high volatility in the markets for the
securities or financial instruments in which the Fund invests. The Fund may be
subject to large movements of assets into and out of the Fund, potentially
resulting in the Fund being over- or under-exposed to XRP. These factors could
decrease the correlation between the performance of the Fund and XRP and may
hinder the Fund’s ability to meet its daily leveraged investment objective on or
around that day.
•Derivatives
Risk.
The Fund’s derivative investments have risks, including the imperfect
correlation between the value of such instruments and the underlying assets or
index; the loss of principal, including the potential loss of amounts greater
than the initial amount invested in the derivative instrument; and illiquidity
of the derivative investments. The derivatives used by the Fund may give rise to
a form of leverage. Leverage magnifies the potential for gain and may result in
greater losses, which in some cases may cause the Fund to liquidate other
portfolio investments at inopportune times (e.g.,
at a loss to comply with limits on leverage imposed by the 1940 Act or when the
Adviser otherwise would have preferred to hold the investment) or to meet
redemption requests. Certain of the Fund’s transactions in derivatives could
also affect the amount, timing, and character of distributions to shareholders,
which may result in the Fund realizing more short-term capital gain and ordinary
income subject to tax at ordinary
income
tax rates than it would if it did not engage in such transactions, which may
adversely impact the Fund’s after-tax returns. To the extent the Fund invests in
such derivative instruments, the value of the Fund’s portfolio is likely to
experience greater volatility over short-term periods.
◦Futures
Contracts Risk. The
successful use of futures contracts draws upon the Adviser’s skill and
experience with respect to such instruments and is subject to special risk
considerations. The primary risks associated with the use of futures contracts,
which may adversely affect the Fund’s NAV and total return, are (a) the
imperfect correlation between the change in market value of the futures contract
and the price of the underlying asset; (b) possible lack of a liquid secondary
market for a futures contract and the resulting inability to close a futures
contract when desired; (c) losses caused by unanticipated market movements,
which are potentially unlimited; (d) the Adviser’s inability to predict
correctly the direction of securities prices, interest rates, currency exchange
rates and other economic factors; (e) the possibility that the counterparty will
default in the performance of its obligations; and (f) if the Fund has
insufficient cash, it may have to sell investments from its portfolio to meet
daily variation margin requirements, and the Fund may have to sell investments
at a time when it may be disadvantageous to do
so.
If
the Fund’s ability to obtain exposure to commodities futures consistent with its
investment objective is disrupted for any reason, including limited liquidity in
the commodities futures market, a disruption to the commodities futures, or as a
result of margin requirements or position limits imposed by the Fund’s futures
commission merchants (“FCMs”), the DCM, or the CFTC on the Fund or the Adviser,
the Fund would not be able to achieve its investment objective and may
experience significant losses. FCMs act as the intermediaries between customers
and exchanges facilitating transactions in commodity derivatives. DCMs are the
exchanges on which these transactions occur.
◦Cost
of Futures Investment Risk. When
a commodities futures contract is nearing expiration, the Fund will generally
sell it and use the proceeds to buy a commodities futures contract with a later
expiration date. This practice is commonly referred to as “rolling.” The costs
associated with rolling commodities futures contracts typically are
substantially higher than the costs associated with other futures contracts and
may have a significant adverse impact on the performance of the Fund. In
addition, the presence of contango in certain futures contracts at the time of
rolling would be expected to adversely affect the Fund. Similarly, the presence
of backwardation in certain futures contracts at the time of rolling such
contracts would be expected to positively affect the Fund. The futures contracts
markets have experienced, and are likely to experience again in the future,
extended periods in which contango or backwardation have affected various types
of futures contracts. These extended periods have caused in the past, and may
cause in the future, significant losses.
◦Swap
Agreements Risk.
Swap agreements are contracts among the Fund and a counterparty to exchange the
return of the pre-determined underlying investment (such as the rate of return
of the underlying commodity). Swap agreements may be negotiated bilaterally and
traded OTC between two parties or, for certain standardized swaps, must be
exchange-traded through an FCM and/or cleared through a clearinghouse that
serves as a central counterparty. Swap agreements may be subject to fees and
expenses, and by investing in swaps indirectly through the Fund, a shareholder
will bear the expenses of such derivatives in addition to expenses of the Fund.
Risks associated with the use of swap agreements are different from those
associated with ordinary portfolio securities transactions, due in part to the
fact they could be considered illiquid and many swaps trade on the OTC market.
Swaps are particularly subject to counterparty credit, correlation, valuation,
liquidity and leveraging risks. While exchange trading and central clearing are
intended to reduce counterparty credit risk and increase liquidity, they do not
make swap transactions risk-free. Additionally, applicable regulators have
adopted rules imposing certain margin requirements, including minimums, on OTC
swaps, which may result in the Fund and its counterparties posting higher margin
amounts for OTC swaps, which could increase the cost of swap transactions to the
Fund and impose added operational complexity.
◦Swaps
Capacity Risk.
If the Fund’s or the Subsidiary’s ability to obtain exposure to swaps consistent
with its investment objective is disrupted for any reason including, for
example, limited liquidity in the XRP market, a disruption to the XRP market, or
as a result of margin requirements or other limitations imposed by the Fund’s
swaps dealers or the CFTC or other regulators, the Fund may not be able to
achieve its investment objective and may experience significant
losses.
In
such circumstances, the Adviser intends to take such action as it believes
appropriate and in the best interest of the Fund. Any disruption in the Fund’s
or the Subsidiary’s ability to obtain exposure to swaps will cause the Fund’s
performance to deviate from the performance of XRP. Additionally, the ability of
the Fund or the Subsidiary to obtain exposure to swaps is limited by certain tax
rules that limit the amount the Fund can invest in the Subsidiary as of the end
of each tax quarter. Exceeding this amount may have tax consequences, see “Tax
Risk” for more information.
Margin
levels for swap contracts based on XRP may be substantially higher than margin
requirements for more established swaps and futures contracts. Additionally,
margin requirements are subject to change, and may be raised in the future by
swaps dealers or regulators. High margin requirements could prevent the Fund, or
the Subsidiary, from obtaining sufficient exposure to XRP-based swaps and may
adversely affect its ability to achieve its investment objective. Further, swap
counterparties utilized by the Fund or Subsidiary may impose limits on the
amount of exposure to swaps contracts the Fund
or
Subsidiary can obtain through such counterparty. If the Fund or Subsidiary
cannot obtain sufficient exposure to XRP-based swaps, the Fund may not be able
to achieve its investment objective.
◦Options
Risk. The
buyer of an option acquires the right, but not the obligation, to buy (a call
option) or sell (a put option) a certain quantity of a security (the underlying
security) or instrument, including a futures contract or swap, at a certain
price up to a specified point in time. The seller or writer of an option is
obligated to sell (a call option) or buy (a put option) the underlying
instrument. When the Fund sells an option, it gains the amount of the premium it
receives, but also incurs a liability representing the value of the option it
has sold until the option is either exercised and finishes “in the money,”
meaning it has value and can be sold, or the option expires worthless, or the
expiration of the option is “rolled,” or extended forward. The value of the
options in which the Fund invests is based partly on the volatility used by
market participants to price such options (i.e.,
implied volatility). Accordingly, increases in the implied volatility of such
options will cause the value of such options to increase (even if the prices of
the options’ underlying assets do not change), which will result in a
corresponding increase in the liabilities of the Fund under such options and
thus decrease the Fund’s NAV.
Options
are often used to manage or hedge risk because they enable an investor to buy or
sell an asset in the future at an agreed-upon price. Options used by the Fund to
reduce volatility may not perform as intended and may not fully protect the Fund
against declines in the value of its portfolio investments. Options also are
used for other reasons, such as to manage exposure to changes in interest rates
and bond prices; as an efficient means of adjusting overall exposure to certain
markets; in an effort to enhance income; to protect the value of portfolio
securities or other instruments; and to adjust portfolio duration.
Options
are subject to correlation risk. The writing and purchasing of options are
highly specialized activities as the successful use of options depends on the
Adviser’s ability to predict correctly future price fluctuations and the degree
of correlation between the markets for options and the underlying instruments.
Exchanges can limit the number of positions that can be held or controlled by
the Fund or the Adviser, thus limiting the ability to implement the Fund’s
strategies. Options also are particularly subject to leverage risk and can be
subject to liquidity risk. Because option premiums paid or received by the Fund
are small in relation to the market value of the investments underlying the
options, the Fund is exposed to the risk that buying and selling put and call
options can be more speculative than investing directly in
securities.
Purchasing
put options may result in the Fund’s loss of premiums paid in the event that the
put options expire unexercised. To the extent that the Fund reduces its put
option holdings relative to the number of call options sold by the Fund, the
Fund’s ability to mitigate losses in the event of a market decline will be
reduced.
◦Over-the-Counter
Market Risk. Certain
derivatives in which the Fund may invest may be traded (and privately
negotiated) in OTC markets. While the OTC markets are the primary trading venue
for many derivatives, such markets are largely unregulated. If a privately
negotiated OTC contract calls for payments by the Fund, the Fund must be
prepared to make such payments when due. In addition, if a counterparty’s
creditworthiness declines, the Fund may not receive payments owed under the
contract, or such payments may be delayed under such circumstances and the value
of agreements with such counterparty can be expected to decline, potentially
resulting in losses to the Fund. Securities traded in these markets may trade
less frequently and in limited volumes and thus exhibit more volatility and
liquidity risk, and the prices paid by the Fund in OTC transactions may include
an undisclosed dealer markup.
◦Foreign
Exchange-Traded Options and Futures. Participation
in foreign futures and foreign options transactions involves the execution and
clearing of trades on, or subject to the rules of, a foreign board of trade.
Neither the National Futures Association nor any domestic exchange regulates
activities of any foreign boards of trade, including the execution, delivery,
and clearing of transactions, or has the power to compel enforcement of the
rules of a foreign board of trade or any applicable foreign law. This is true
even if the exchange is formally linked to a domestic market so that a position
taken on the market may be liquidated by a transaction on another market.
Moreover, such laws or regulations will vary depending on the foreign country in
which the foreign futures or foreign options transaction occurs. For these
reasons, when the Fund trades foreign futures or foreign options contracts, it
may not be afforded certain of the protective measures provided by the CEA, the
CFTC’s regulations, and the rules of the National Futures Association and any
domestic exchange, including the right to use reparations proceedings before the
CFTC and arbitration proceedings provided by the National Futures Association or
any domestic futures exchange. In particular, proceeds derived from foreign
futures or foreign options transactions may not be provided the same protections
as proceeds derived from transactions on U.S. futures exchanges. In addition,
the price of any foreign futures or foreign options contract and, therefore, the
potential profit and loss thereon, may be affected by any variance in the
foreign exchange rate between the time the Fund’s orders are placed and the time
they are liquidated, offset, or exercised.
◦Swaptions
Risk.
There can be no assurance that a liquid secondary market will exist for any
particular swaption, or at any particular time, and the Fund may have difficulty
affecting closing transactions in particular swaptions. Therefore, the Fund may
have to exercise the options that it purchases in order to realize any profit
and take delivery of the underlying swap. The Fund could then incur transaction
costs upon the sale or closing out of the underlying swap. In the event that the
swaption is exercised, the counterparty for such swaption would be the same
counterparty with whom the Fund entered into the
underlying
swap. However, if the Fund writes (sells) a swaption, the Fund is bound by the
terms of the underlying swap upon exercise of the option by the buyer, which may
result in losses to the Fund in excess of the premium it
received.
•Early
Close/Trading Halt Risk. An exchange or market may close or issue trading halts on specific
investments, or the ability to buy or sell certain securities or financial
instruments may be restricted, which may result in the Fund being unable to buy
or sell certain securities or financial instruments. In such circumstances, the
Fund may be unable to rebalance its portfolio, may be unable to accurately price
its investments, and/or may incur substantial trading losses.
•Effects
of Compounding and Market Volatility Risk.
The Fund has a daily leveraged investment objective and the Fund’s performance
for periods greater than a trading day will be the result of each day’s returns
compounded over the period, which is very likely to differ from two times (2x)
the price performance of XRP, before fees and expenses. Compounding affects all
investments, but has a more significant impact on funds that are leveraged and
that rebalance daily. For a leveraged fund, if adverse daily performance of the
price of XRP reduces the amount of a shareholder’s investment, any further
adverse daily performance will lead to a smaller dollar loss because the
shareholder’s investment had already been reduced by the prior adverse
performance. Equally, however, if favorable daily performance of the price of
XRP increases the amount of a shareholder’s investment, the dollar amount lost
due to future adverse performance will increase because the shareholder’s
investment has increased.
The
effect of compounding becomes more pronounced as volatility of the price of XRP
and the holding period increase. The impact of compounding will impact each
shareholder differently depending on the period of time an investment in the
Fund is held and the volatility of the price of XRP during the shareholder’s
holding period of an investment in the Fund.
The
table below provides examples of how reference price volatility could affect the
Fund’s performance. The table illustrates the impact of two factors that affect
the Fund’s performance: XRP price volatility and the price performance of XRP.
The price performance of XRP shows the percentage change in the price of XRP
over the specified time period, while XRP price volatility is a statistical
measure of the magnitude of fluctuations in the price performance during that
time period. As illustrated below, even if the price change over two equal time
periods is identical, different price volatility (i.e.,
fluctuations in the rates of return) during the two time periods could result in
drastically different Fund performance for the two time periods due to the
effects of compounding daily returns during the time periods.
Fund
performance for periods greater than one single day can be estimated given any
set of assumptions for the following factors: a) price volatility; b) price
performance; c) period of time; d) financing rates associated with leveraged
exposure; and e) other Fund expenses. The table below illustrates the impact of
two principal factors – price volatility and price performance – on Fund
performance. The table shows estimated Fund returns for a number of combinations
of price volatility and price performance over a one-year period. Performance
shown in the chart assumes that: (i) no dividends were paid with respect to the
Reference Asset; (ii) there were no Fund expenses; and (iii) borrowing/lending
rates (to obtain leveraged exposure) of 0%. If Fund expenses and/or actual
borrowing/lending rates were reflected, the estimated returns would be different
than those shown. Particularly during periods of higher price volatility,
compounding will cause results for periods longer than a trading day to vary
from two times (2x) the performance of the price of XRP.
As
shown in the table below, the Fund would be expected to lose 6.1% if the price
of XRP did not change over a one year period during which the price experienced
annualized volatility of 25%. At higher ranges of volatility, there is a chance
of a significant loss of value in the Fund, even if the price is flat.
For
instance, if the annualized volatility of the price of XRP is 100%, the Fund
would be expected to lose 63.2% of its value, even if the cumulative change in
the price of XRP for the year was 0%. Areas
shaded red (or dark gray) represent those scenarios where the Fund can be
expected to return less than two times (2x) the change in the price of XRP and
those shaded green (or light gray) represent those scenarios where the Fund can
be expected to return more than two times (2x) the change in the price of XRP.
The Fund’s actual returns may be significantly better or worse than the returns
shown below as a result of any of the factors discussed above or in “Daily
Correlation/Tracking Risk” above.
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| One
Year Price Performance |
Two
Times (2x) One Year Price Performance |
Volatility
Rate |
| Return |
Return |
10% |
25% |
50% |
75% |
100% |
| -60% |
-120% |
-84.2% |
-85.0% |
-87.5% |
-90.9% |
-94.1% |
| -50% |
-100% |
-75.2% |
-76.5% |
-80.5% |
-85.8% |
-90.8% |
| -40% |
-80% |
-64.4% |
-66.2% |
-72.0% |
-79.5% |
-86.8% |
| -30% |
-60% |
-51.5% |
-54.0% |
-61.8% |
-72.1% |
-82.0% |
| -20% |
-40% |
-36.6% |
-39.9% |
-50.2% |
-63.5% |
-76.5% |
| -10% |
-20% |
-19.8% |
-23.9% |
-36.9% |
-53.8% |
-70.2% |
| 0% |
0% |
-1.0% |
-6.1% |
-22.1% |
-43.0% |
-63.2% |
| 10% |
20% |
19.8% |
13.7% |
-5.8% |
-31.1% |
-55.5% |
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| One
Year Price Performance |
Two
Times (2x) One Year Price Performance |
Volatility
Rate |
| Return |
Return |
10% |
25% |
50% |
75% |
100% |
| 20% |
40% |
42.6% |
35.3% |
12.1% |
-18.0% |
-47.0% |
| 30% |
60% |
67.3% |
58.8% |
31.6% |
-3.7% |
-37.8% |
| 40% |
80% |
94.0% |
84.1% |
52.6% |
11.7% |
-27.9% |
| 50% |
100% |
122.8% |
111.4% |
75.2% |
28.2% |
-17.2% |
| 60% |
120% |
153.5% |
140.5% |
99.4% |
45.9% |
-5.8% |
•ETF
Risks.
The Fund is an ETF and, as a result of its structure, it is exposed to the
following risks:
◦Authorized
Participants, Market Makers, and Liquidity Providers Concentration
Risk. The Fund has a limited number of financial institutions that
may act as APs. In addition, there may be a limited number of market makers
and/or liquidity providers in the marketplace. Shares may trade at a material
discount to NAV and possibly face delisting if either: (i) APs exit the
business or otherwise become unable to process creation and/or redemption orders
and no other APs step forward to perform these services, or (ii) market
makers and/or liquidity providers exit the business or significantly reduce
their business activities and no other entities step forward to perform their
functions.
◦Costs
of Buying or Selling Shares Risk. Due to the costs of buying or selling Shares, including brokerage
commissions imposed by brokers and bid/ask spreads, frequent trading of Shares
may significantly reduce investment results and an investment in Shares may not
be advisable for investors who anticipate regularly making small
investments.
◦Shares
May Trade at Prices Other Than NAV Risk. As with all ETFs, Shares may be bought and sold in the secondary
market at market prices. Although it is expected that the market price of Shares
will approximate the Fund’s NAV, there may be times when the market price of
Shares is more than the NAV intra-day (premium) or less than the NAV intra-day
(discount) due to supply and demand of Shares or during periods of market
volatility. This risk is heightened in times of market volatility, periods of
steep market declines, and periods when there is limited trading activity for
Shares in the secondary market, in which case such premiums or discounts may be
significant.
◦Trading
Risk. Although Shares are listed for trading
on the NYSE Arca, Inc. (the “Exchange”) and may be traded on U.S. exchanges
other than the Exchange, there can be no assurance that Shares will trade with
any volume, or at all, on any stock exchange. In stressed market conditions, the
liquidity of Shares may begin to mirror the liquidity of the Fund’s underlying
portfolio holdings, which can be significantly less liquid than the
Shares.
•High
Portfolio Turnover Risk. The Fund may frequently buy and sell investments. Higher portfolio
turnover may result in the Fund paying higher levels of transaction costs and
generating greater tax liabilities for shareholders. Portfolio turnover risk may
cause the Fund’s performance to be less than you expect.
•Intra-Day
Investment Risk. The
Fund seeks leveraged investment results from the close of the market on a given
trading day until the close of the market on the subsequent trading day. The
exact exposure of an investment in the Fund intraday in the secondary market is
a function of the difference between the price of XRP at the market close on the
first trading day and the price of XRP at the time of purchase. If the price of
XRP increases, the Fund’s net assets will rise by the same amount as the Fund’s
exposure. Conversely, if the price of XRP declines, the Fund’s net assets will
decline by the same amount as the Fund’s exposure. Thus, an investor that
purchases shares intra-day may experience performance that is greater than, or
less than, the Fund’s stated multiple of the price performance of
XRP.
If
there is a significant intra-day market event and/or the price of XRP
experiences a significant decrease, the Fund may not meet its investment
objective or rebalance its portfolio appropriately. Additionally, the Fund may
close to purchases and sales of Shares prior to the close of regular trading on
the Exchange and incur significant losses.
•Leverage
Risk. The
Fund seeks to achieve and maintain the exposure to the price of XRP by using
leverage. Therefore, the Fund is subject to leverage risk. When the Fund
purchases or sells an instrument or enters into a transaction without investing
an amount equal to the full economic exposure of the instrument or transaction,
it creates leverage, which can result in the Fund losing more than it originally
invested. As a result, these investments may magnify losses to the Fund, and
even a small market movement may result in significant losses to the Fund.
Leverage may also cause the Fund to be more volatile because it may exaggerate
the effect of any increase or decrease in the value of the Fund’s portfolio
securities. Swaps and futures trading involves a degree of leverage and as a
result, a relatively small price movement in the Reference Asset may result in
immediate and substantial losses to the Fund.
•Limited
Operating History Risk.
The Fund is a recently organized investment company with a limited operating
history. As a result, prospective investors have a limited track record or
history on which to base their investment decision.
•Liquidity
Risk.
Liquidity risk exists when particular investments are difficult to purchase or
sell. This can reduce the Fund’s returns because the Fund may be unable to
transact at advantageous times or prices.
•Loss
Limitation Risk.
While the Fund may implement protective measures intended to limit losses or
prevent the Fund’s NAV from going to or below zero during periods of extreme
volatility, such measures are limited in scope and effectiveness. The Fund’s
leveraged positions can magnify losses in adverse markets, and an unscheduled
rebalancing may cause the Fund to realize losses already incurred and/or
restrict the Fund’s ability to benefit from subsequent market reversals. As a
result, when loss limiting measures are taken, the Fund may not fully
participate in favorable market movements and will not achieve its stated
investment objective.
•Market
Risk. The
trading prices of securities and other instruments fluctuate in response to a
variety of factors. These factors include events impacting the entire market or
specific market segments, such as political, market and economic developments,
as well as events that impact specific issuers. The Fund’s NAV and market price,
like security and commodity prices generally, may fluctuate significantly in
response to these and other factors. As a result, an investor could lose money
over short or long periods of time. In addition, government actions or
interventions (including, but not limited, to the threat or imposition of
tariffs, trade restrictions, currency restrictions or similar actions) as well
as developments related to economic, political (including geopolitical), social,
public health, market, extreme weather, natural or man-made disasters, or other
conditions or events have in the past and may in the future result in volatility
in financial markets and reduced liquidity in equity, credit, and/or debt
markets, which could adversely impact the Fund and its investments and their
value and performance. These developments as well as other events could result
in further market volatility and negatively affect financial asset prices, the
liquidity of certain securities and the normal operations of securities
exchanges and other markets.
•Non-Correlation
Risk.
The performance of the Fund will not, and is not intended to, correlate exactly
to the performance of XRP and will vary somewhat due to factors such as fees and
expenses of the Fund, transaction costs, regulatory restrictions, and active
management of the Fund’s portfolio.
•Non-Diversification
Risk. Because the Fund is “non-diversified,” it may invest a greater
percentage of its assets in the securities of a single issuer or a lesser number
of issuers than if it was a diversified fund. As a result, the Fund may be more
exposed to the risks associated with and developments affecting an individual
issuer or a lesser number of issuers than a fund that invests more widely. This
may increase the Fund’s volatility and cause the performance of a relatively
small number of issuers to have a greater impact on the Fund’s
performance.
•Reverse
Repurchase Agreements Risk. A
reverse repurchase agreement is the sale by the Fund of a debt obligation to a
party for a specified price, with the simultaneous agreement by the Fund to
repurchase that debt obligation from that party on a future date at an
agreed-upon price. Similar to borrowing, reverse repurchase agreements provide
the Fund with cash for investment purposes, which creates leverage and subjects
the Fund to the risks of leverage. Reverse repurchase agreements also involve
the risk that the other party may fail to return the securities in a timely
manner or at all. The Fund could lose money if it is unable to recover the
securities and the value of collateral held by the Fund, including the value of
the investments made with cash collateral, is less than the value of the
securities. Furthermore, reverse repurchase agreements cost the Fund interest
expenses. The Fund may enter into reverse repurchase agreements with a limited
number of counterparties, which may further expose the Fund to the risk that a
counterparty may be unwilling or unable to sell back the investment contemplated
by such arrangement or otherwise to meet its contractual
obligations.
•Spot
XRP ETP Risks.
In addition to the risks associated with XRP noted above, Spot XRP ETPs are
subject to additional risks:
◦ETP
Risk.
The Fund may invest in Spot XRP ETPs or use them as Reference Assets for
XRP-related investments. ETP shares trade like exchange-traded funds on a
securities exchange. The price of a Spot XRP ETP is derived from and based upon
the value of spot XRP and cash held by the Spot XRP ETP. However, shares of Spot
XRP ETPs trade at market prices, not NAV, which means they may trade at prices
above or below the value of their underlying portfolios. There can be no
assurance that the returns of Spot XRP ETPs will correspond, or be closely
related, to the performance of XRP. The level of risk involved in the purchase
or sale of a Spot XRP ETP is similar to the risk involved in the purchase or
sale of an exchange-traded fund, except that the pricing mechanism for a Spot
XRP ETP is based on a basket of XRP and cash. Thus, the risks of owning a Spot
XRP ETP generally reflect the risks of owning the underlying XRP and cash that
the Spot XRP ETP holds. Spot XRP ETPs, such as the Bitwise Physical XRP ETP,
Virtune XRP ETP, and WisdomTree Physical XRP ETP, have a relatively limited
history of operations. Because certain Spot XRP ETPs are relatively new
products, their shares may have a lack of liquidity, which could result in the
market price of the Spot XRP ETP shares being more volatile than the underlying
portfolio of XRP and cash. Disruptions in the markets for XRP could result in
losses on investments in Spot XRP ETPs. In addition, an actual trading market
may not develop for Spot XRP ETP shares and the listing exchange may halt
trading of a Spot XRP ETP’s shares. Spot XRP ETPs are subject to management fees
and other fees that may increase their costs versus the costs of owning XRP
directly. The Fund will indirectly bear its proportionate share of management
fees and other expenses that are charged by the Spot XRP ETP in addition to the
management fees and other expenses paid by the Fund. The Fund will pay brokerage
commissions in connection with the purchase and sale of shares of Spot XRP
ETPs.
If
the process of creation and redemption of baskets for the Spot XRP ETPs
encounters any unanticipated difficulties, the possibility for arbitrage
transactions by APs intended to keep the price of the shares closely linked to
the price of XRP may not exist and, as a result, the price of the shares may
fall or otherwise diverge from NAV. The liquidity of the shares may also be
affected by the withdrawal from participation of APs. Security threats to the
Spot XRP ETP account at the custodian could result in the halting of the Spot
XRP ETP’s operations and a loss of the Spot XRP ETP’s assets or damage to the
reputation of the Spot XRP ETP, each of which could result in a reduction in the
value of the Fund’s Shares. The price used to calculate the value of a Spot XRP
ETP’s XRP may be volatile, adversely affecting the value of the Shares. If a
Spot XRP ETP’s custodian agreement is terminated or its custodian fails to
provide services as required, the Spot XRP ETP may need to find and appoint a
replacement custodian, which could pose a challenge to the safekeeping of the
Spot XRP ETP’s XRP, and the Spot XRP ETP’s ability to continue to operate may be
adversely affected. Loss of a critical banking relationship for, or the failure
of a bank used by, a Spot XRP ETP’s prime execution agent could adversely impact
the Spot XRP ETP’s ability to create or redeem baskets, or could cause losses to
the Spot XRP ETPs. A Spot XRP ETP may suspend the issuance of shares at any time
which will impact the price of shares of the Spot XRP ETP, resulting in a
significant difference (premium/discount) between the Spot XRP ETP’s market
price and its NAV. Additionally, the Fund may be unable to transact in the
shares of the Spot XRP ETP at an acceptable price, and therefore the Fund may be
unable to achieve its investment objective.
◦Exposure
Concentration Risk.
It is currently expected that the Fund will derive a significant amount of its
exposure to the price performance of XRP as a result of investing directly in
Spot XRP ETPs or swap agreements or options that reference Spot XRP ETPs. As a
result, the Fund’s performance will be highly dependent on the performance of
the Spot XRP ETPs. If shares of the Spot XRP ETPs were to be delisted or lose
their entire value, Fund Shares would also be expected to suffer a loss of
value. The Fund’s strategy makes the Fund extremely susceptible to
issuer-specific events relating to the Spot XRP ETPs that may not necessarily
affect the XRP market more broadly. This inherently makes an investment in the
Fund riskier than an investment in a fund that provides more diversified
exposure. Neither the Fund nor the Adviser have conducted due diligence upon the
Spot XRP ETPs and make no representations or warranties whatsoever regarding the
Spot XRP ETPs’ ability to acquire, dispose of or maintain proper custody of XRP.
In the event that there is an issue regarding the Spot XRP ETPs’ ability to
acquire, dispose of or maintain proper custody of XRP, the Fund’s returns will
be negatively impacted.
◦Foreign
Securities Risk. The
Spot XRP ETPs that are used as Reference Assets for the Fund’s XRP-related
investments, or in which the Fund may invest directly, may be domiciled in
foreign countries and listed on foreign exchanges. ETPs domiciled in Europe may
be less liquid than U.S. ETPs and their trading activity may be fractured as a
result of listing on multiple exchanges. A European ETP may also trade in
multiple currencies. Changes in currency exchange rates affect the value of
investments denominated in a foreign currency, and therefore the value of such
investments in the Fund’s portfolio. The Fund’s NAV could decline if a currency
to which the Fund has exposure depreciates against the U.S. dollar or if there
are delays or limits on repatriation of such currency. Currency exchange rates
can be very volatile and can change quickly and unpredictably. As a result, the
value of an investment in the Fund may change quickly and without
warning.
Investments in non-U.S. securities
involve certain risks that may not be present with investments in U.S.
securities. These include risks of adverse changes in foreign economic,
political, regulatory and other conditions, or changes in currency exchange
rates or exchange control regulations (including limitations on currency
movements and exchanges). The securities of some foreign companies may be less
liquid and, at times, more volatile than securities of comparable U.S.
companies. There may be less information publicly available about a non-U.S.
issuer than a U.S. issuer. Non-U.S. issuers may be subject to different
accounting, auditing, financial reporting and investor protection standards than
U.S. issuers. Investments in non-U.S. securities may be subject to withholding
or other taxes and may be subject to additional trading, settlement, custodial,
and operational risks. With respect to certain countries, there is the
possibility of government intervention and expropriation or nationalization of
assets. Because legal systems differ, there also is the possibility that it will
be difficult to obtain or enforce legal judgments in certain countries. Since
foreign exchanges may be open on days when the Fund does not price its shares,
the value of the securities in the Fund’s portfolio may change on days when
shareholders will not be able to purchase or sell the Fund’s shares. Conversely,
Shares may trade on days when foreign exchanges are closed. Each of these
factors can make investments in the Fund more volatile and potentially less
liquid than other types of investments.
•Subsidiary
Investment Risk. By
investing in the Subsidiary, the Fund is indirectly exposed to the risks
associated with the Subsidiary’s investments. The derivatives and other
investments held by the Subsidiary are generally similar to those that are
permitted to be held by the Fund and are subject to the same risks that apply to
similar investments if held directly by the Fund. The Subsidiary is not
registered under the 1940 Act, and, unless otherwise noted in this Prospectus,
is not subject to all the investor protections of the 1940 Act. Changes in the
laws of the United States and/or the Cayman Islands could result in the
inability of the Fund and/or the Subsidiary to continue to operate as it does
currently and could adversely affect the Fund. For example, the Cayman Islands
does not currently impose any income, corporate or capital gains tax or
withholding tax on the Subsidiary. If Cayman Islands law changes such that the
Subsidiary must pay Cayman Islands taxes, Fund shareholders would likely suffer
decreased investment returns.
•Tax
Risk.
As a RIC, the Fund must derive at least 90% of its gross income each taxable
year from certain qualifying sources of income under the Code. The income of the
Fund from direct XRP-related investments is not expected to generate qualifying
income
for purposes of the “Qualifying Income Requirement” (as described more fully in
the section titled “Federal Income Taxes” in the SAI). Failure to satisfy the
Qualifying Income Requirement would generally cause the Fund to fail to qualify
as a RIC and be subject to federal income tax at the Fund level. To the extent
the Fund invests directly in XRP-related investments, the Fund will seek to
restrict its income from such instruments that do not generate qualifying income
to a maximum of 10% of its gross income (when combined with its other
investments that produce non-qualifying income) to comply with the Qualifying
Income Requirement necessary for the Fund to qualify as a RIC under Subchapter M
of the Code. However, the Fund may generate more non-qualifying income than
anticipated, may not be able to generate qualifying income in a particular
taxable year at levels sufficient to meet the Qualifying Income Requirement, or
may not be able to accurately predict the non-qualifying income from these
investments.
The
Fund may gain most of its exposure to XRP through its investment in its
Subsidiary, which invests directly in XRP-related investments, including swaps,
futures contracts and reverse repurchase agreements. In order for the Fund to
qualify as a RIC under Subchapter M of the Code, the Fund must, among other
requirements, derive at least 90% of its gross income for each taxable year from
sources generating “qualifying income” for purposes of the “qualifying income
test,” which is described in more detail in the section titled “Federal Income
Taxes” in the SAI. The Fund’s investment in its Subsidiary is expected to
provide the Fund with exposure to XRP-related investments within the limitations
of the federal tax requirements of Subchapter M of the Code for qualification as
a RIC. The “Subpart F” income (defined in Section 951 of the Code to include
passive income) of the Fund attributable to its investment in its Subsidiary is
“qualifying income” to the Fund to the extent that such income is derived with
respect to the Fund’s business of investing in stock, securities or currencies.
The Fund expects its “Subpart F” income attributable to its investment in its
Subsidiary to be derived with respect to the Fund’s business of investing in
stock, securities or currencies and accordingly expects its “Subpart F” income
attributable to its investment in its Subsidiary to be treated as “qualifying
income.” The Fund generally will be required to include in its own taxable
income and the “Subpart F” income of its Subsidiary for a tax year, regardless
of whether the Fund receives a distribution of its Subsidiary’s income in that
tax year, and this income would nevertheless be subject to the distribution
requirement for qualification as a regulated investment company and would be
taken into account for purposes of the 4% excise tax. The Adviser will carefully
monitor the Fund’s investments in its Subsidiary to ensure that no more than 25%
of the Fund’s assets are invested in its Subsidiary to comply with the Asset
Diversification Test as described in more detail in the SAI.
The
extent to which the Fund invests in XRP-related investments will be limited by
the Qualifying Income Requirement and the Asset Diversification Test (as
described in the SAI), which the Fund must continue to satisfy to maintain its
status as a RIC. The Fund intends to enter into reverse purchase agreements to
facilitate compliance with the Asset Diversification Test. There are no
assurances that the IRS will agree with the Fund’s application of the Asset
Diversification Test to its holdings. The Fund’s failure to comply with the
requirements for qualification as a RIC could have significant negative tax
consequences to Fund shareholders. In such event, in order to re-qualify for
taxation as a RIC, the Fund may be required to recognize unrealized gains, pay
substantial taxes and interest and make certain distributions. If the Fund does
not qualify as a RIC for any taxable year and certain relief provisions are not
available, the Fund’s taxable income would be subject to tax at the Fund level
and to a further tax at the shareholder level when such income is distributed.
This would cause investors to incur higher tax liabilities than they otherwise
would have incurred and would have a negative impact on Fund returns. In such
event, the Fund’s Board of Trustees (the “Board”) may determine to reorganize or
close the Fund or materially change the Fund’s investment objective and
strategies. In the event that the Fund fails to qualify as a RIC, the Fund will
promptly notify shareholders of the implications of that failure. The tax
treatment of certain XRP-related investments may be affected by future
regulatory or legislative changes that could affect the character, timing,
and/or amount of the Fund’s taxable income or gains and
distributions.
•Valuation
Risk.
The Fund or the Subsidiary may hold securities or other assets that may be
valued on the basis of factors other than readily available market quotations.
This may occur because the asset or security does not trade on a centralized
exchange, or in times of market turmoil or reduced liquidity. There are multiple
methods that can be used to value a portfolio holding when market quotations are
not readily available. The value established for any portfolio holding at a
point in time might differ from what would be produced using a different
methodology or if it had been priced using market quotations. Portfolio holdings
that are valued using techniques other than market quotations, including “fair
valued” assets or securities, may be subject to greater fluctuation in their
valuations from one day to the next than if market quotations were used. In
addition, there is no assurance that the Fund could sell or close out a
portfolio position for the value established for it at any time, and it is
possible that the Fund or the Subsidiary would incur a loss because a portfolio
position is sold or closed out at a discount to the valuation established by the
Fund or the Subsidiary at that time. The ability to value investments may be
impacted by technological issues or errors by pricing services or other
third-party service providers.
•Volatility
Risk.
The value of certain of the Fund’s investments, including swaps and futures, is
subject to market risk. Market risk is the risk that the value of the
investments to which the Fund is exposed will fall, which could occur due to
general market or economic conditions or other
factors.
•Whipsaw
Markets Risk.
The Fund may be subject to the forces of “whipsaw” markets (as opposed to choppy
or stable markets), in which significant price movements develop but then
repeatedly reverse. “Whipsaw” describes a situation where a security’s
price is moving in one direction but then quickly pivots to move in
the opposite direction. Such market conditions could cause substantial losses to
the Fund.
•XRP-Related
Company Risk. If the Fund is unable to obtain its desired exposure to XRP Swaps,
the Fund may obtain exposure by investing in securities of “XRP-related
companies.” There can be no assurance that the returns of XRP-related companies
will correspond, or be closely-related, to the performance of XRP. XRP-related
companies face rapid changes in technology, intense competition including the
development and acceptance of competing platforms or technologies, loss or
impairment of intellectual property rights, cyclical economic patterns, shifting
consumer preferences, evolving industry standards, adverse effects of changes to
a network’s or software’s protocols, a rapidly changing regulatory environment,
and dependency on certain key personnel (including highly skilled financial
services professionals and software engineers). XRP-related companies may be
susceptible to operational and information security risks including those
associated with hardware or software failures, interruptions, or delays in
service by third party vendors, and security breaches. Certain XRP-related
companies, such as Spot XRP ETPs may be subject to the risks associated with
investing directly in XRP.
Performance
Performance
information for the Fund is not included because the Fund did not have a full
calendar year of performance prior to the date of this
Prospectus. In the future, performance information for the Fund
will be presented in this section. Updated performance information is available
on the Fund’s website at www.teucrium.com.
Management
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| Investment
Adviser: |
Teucrium
Investment Advisors, LLC |
|
Portfolio
Managers: |
Springer
Harris and Joran Haugens, each Portfolio Managers of the Adviser, have
been portfolio managers of the Fund since its inception in April 2025.
Chris Small, a Portfolio Manager of the Adviser, has been a portfolio
manager of the Fund since July 2025. |
Purchase
and Sale of Shares
The
Fund issues and redeems Shares at NAV only in large blocks known as “Creation
Units,” which only APs (typically, broker-dealers) may purchase or redeem. The
Fund generally issues and redeems Creation Units in exchange for a portfolio of
securities and/or a designated amount of U.S. cash.
Shares
are listed on the Exchange, and individual Shares may only be bought and sold in
the secondary market through a broker or dealer at market prices, rather than
NAV. Because Shares trade at market prices rather than NAV, Shares may trade at
a price greater than NAV (premium) or less than NAV (discount).
An
investor may incur costs attributable to the difference between the highest
price a buyer is willing to pay to purchase Shares (the “bid” price) and the
lowest price a seller is willing to accept for Shares (the “ask” price) when
buying or selling Shares in the secondary market. The difference in the bid and
ask prices is referred to as the “bid-ask spread.”
Recent
information regarding the Fund’s NAV, market price, how often Shares traded on
the Exchange at a premium or discount, and bid-ask spreads can be found on the
Fund’s website at www.teucrium.com.
Tax
Information
The
Fund’s distributions are generally taxable as ordinary income, qualified
dividend income, or capital gains (or a combination), unless your investment is
held in an individual retirement account (“IRA”) or other tax-advantaged
account. Distributions on investments made through tax-deferred arrangements may
be taxed later upon withdrawal of assets from those accounts.
Financial
Intermediary Compensation
If
you purchase Shares through a broker-dealer or other financial intermediary
(such as a bank) (an “Intermediary”), the Adviser or its affiliates may pay
Intermediaries for certain activities related to the Fund, including
participation in activities that are designed to make Intermediaries more
knowledgeable about exchange-traded products, including the Fund, or for other
activities, such as marketing, educational training or other initiatives related
to the sale or promotion of Shares. These payments may create a conflict of
interest by influencing the Intermediary and your salesperson to recommend the
Fund over another investment. Any such arrangements do not result in increased
Fund expenses. Ask your salesperson or visit the Intermediary’s website for more
information.
ADDITIONAL
INFORMATION ABOUT THE FUND
Investment
Objective
The
Fund’s investment objective may be changed by the Board of Trustees of Listed
Funds Trust (the “Trust”) without shareholder approval upon written notice to
shareholders.
The
Fund is designed to seek daily investment results, before fees and expenses,
that correspond to two times (2x) the daily total return of XRP. If, on a given
day, XRP gains 1%, the Fund is designed to gain approximately 2% (which is equal
to two times 1%). Conversely, if XRP loses 1% on a given day, the Fund is
designed to lose approximately 2%. The Fund seeks leveraged investment results
on a daily basis – from the close of regular trading on one trading day to the
close on the next trading day – which should not be equated with seeking a
leveraged investment objective for any other period. The
Fund is designed as a short-term trading vehicle. The Fund is intended to be
used by investors who intend to actively monitor and manage their
portfolios.
Principal
Investment Strategies
Under
normal circumstances, the Fund will invest at least 80% of the Fund’s assets in,
or provide exposure equal to, financial instruments that the Adviser believes,
in combination, should produce daily returns consistent with the Fund’s
investment objective of seeking daily investment results, before fees and
expenses, that correspond to two times (2x) the daily price performance of XRP.
The Fund may change this 80% investment policy without shareholder approval upon
60 days’ notice to shareholders.
Neither
XRP nor the XRP Network are affiliated with the Trust, the Fund, 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 XRP and make no representation
as to the performance of XRP. Investing in the Fund is not equivalent to
investing in XRP.
The
Adviser uses a number of investment techniques in an effort to achieve the
stated investment objective for the Fund. The Fund seeks two times (2x) the
daily price performance of XRP on a given day. To do this, the Adviser creates
net “long” positions for the Fund. The Adviser may create short positions in the
Fund even though the net exposure in the Fund will be long. Long positions move
in the same direction as XRP, advancing when XRP advances and declining when XRP
declines.
In
seeking to achieve the Fund’s investment objective, the Adviser uses statistical
and quantitative analysis to determine the investments the Fund makes and the
techniques it employs. The Adviser determines the type, quantity, and mix of
investment positions that it believes in combination should produce daily
returns consistent with the Fund’s investment objective. In general, if the Fund
is performing as designed, the return of XRP will dictate the return for the
Fund. The Adviser does not invest the assets of the Fund in securities,
derivatives, or other investments based on the Adviser’s view of the investment
merit of a particular security, instrument, or company, nor does it conduct
conventional investment research or analysis or forecast market movements or
trends.
The
Fund has a clearly articulated daily leveraged investment objective which
requires the Fund to seek economic exposure in excess of its net assets
(i.e.,
economic leverage). The Fund invests in some combination of financial
instruments so that it generates economic exposure consistent with the Fund’s
investment objective.
The
Fund will invest significantly in swap agreements, options and futures contracts
to obtain economic “leverage.” Leveraging allows the Adviser to generate a
greater positive or negative return for the Fund than what would be generated on
the invested capital without leverage, thus changing small market movements into
larger changes in the value of the investments of the Fund.
At
the close of the markets on each trading day, the Fund will position its
portfolio to ensure that the Fund’s exposure to XRP is consistent with the
Fund’s stated investment objective. The impact of market movements during the
day will generally require the Fund to adjust its exposure to the Reference
Assets on a daily basis. If XRP has risen on a given day, the Fund’s net assets
should rise, meaning its exposure will typically need to be increased.
Conversely, if XRP has fallen on a given day, the Fund’s net assets should fall,
meaning its exposure will typically need to be reduced.
The
Fund may have difficulty in achieving its daily leveraged investment objective
due to fees, expenses, transaction costs, income items, accounting standards,
significant purchase and redemption activity by Fund shareholders, and/or
disruptions or a temporary lack of liquidity in the markets for the investments
held by the Fund.
An
XRP-related exchange or market may close or issue trading halts, or the ability
to buy or sell certain XRP-related investments may be restricted, which may
result in the Fund being unable to buy or sell certain financial instruments. In
such circumstances, the Fund may be unable to rebalance its portfolio, may be
unable to accurately price its investments and/or may incur substantial trading
losses.
The
Fund may also invest in equity securities of “XRP-related companies.” For these
purposes, XRP-related companies are companies, including Spot XRP ETPs, that the
Adviser believes provide returns that generally correspond, or are closely
related, to the performance of XRP.
If
the Fund is unable to obtain sufficient leveraged exposure to XRP due to the
limited availability of necessary investments or financial instruments, the Fund
could, among other things, limit or suspend creation units until the Adviser
determines that the
requisite
exposure to XRP is obtainable. During the period that creation units are
suspended, the Fund could trade at a significant premium or discount to its NAV
and could experience substantial redemptions.
Swap
Agreements
Most
swaps entered into by the Fund provide for the calculation and settlement of the
obligations of the parties to the agreement on a “net basis” with a single
payment. Consequently, the Fund’s current obligations (or rights) under a swap
will generally be equal only to the net amount to be paid or received under the
agreement based on the relative values of the positions held by each party to
the agreement (the “net amount”). Other swaps may require initial premium
(discount) payments as well as periodic payments (receipts) related to the
interest leg of the swap or to the return on the reference entity. The Fund’s
current obligations under the types of swaps that the Fund expects to enter into
(e.g.,
total return swaps) will be accrued daily (offset against any amounts owed to
the Fund by the counterparty to the swap) and any accrued but unpaid net amounts
owed to a swap counterparty will be collateralized by the Fund posting
collateral to a tri-party account between the Fund’s custodian, the Fund, and
the counterparty. However, typically no payments will be made until the
settlement date.
Swap
agreements do not involve the delivery of securities or other underlying assets.
Accordingly, if a swap is entered into on a net basis and if the counterparty to
a swap agreement defaults, the Fund’s risk of loss consists of the net amount of
payments that the Fund is contractually entitled to receive, if
any.
OTC
Options
The
Fund may engage in options and OTC options transactions. Unlike exchange-traded
options, which are standardized with respect to the underlying instrument,
expiration date, contract size, and strike price, the terms of OTC options
(options not traded on exchanges) generally are established through negotiation
with the other party to the option contract.
Swaptions
The
Fund may engage in swaption transaction during periods of extreme volatility to
preserve capital. A swaption is an OTC option that gives the purchaser of the
option the right, but not the obligation, in return for payment of a premium to
the seller, to enter into a previously negotiated swap, or to extend, terminate
or otherwise modify the terms of an existing swap. The writer (seller) of a
swaption receives premium payments from the purchaser and, in exchange, becomes
obligated to enter into or modify an underlying swap upon the exercise of the
option by the purchaser. When the Fund purchases a swaption, it risks losing
only the amount of the premium it has paid should it decide to let the option
expire unexercised, plus any related transaction costs.
Reverse
Repurchase Agreements
The
Fund may invest in reverse repurchase agreements, which are a form of borrowing
in which the Fund sells portfolio securities to financial institutions and
agrees to repurchase them at a mutually agreed-upon date and price that is
higher than the original sale price, and uses the proceeds for investment
purchases.
When
the Fund seeks to reduce its total assets exposure to the Reference Assets held
by its Subsidiary, it may use short-term Treasury bills it owns (or purchase
additional Treasury bills as needed) to transact in reverse repurchase agreement
transactions, which are ostensibly loans to the Fund. Those loans will increase
the gross assets of the Fund, which the Adviser expects will allow the Fund to
meet the Asset Diversification Test. When the Fund enters into a reverse
repurchase agreement, it will either (i) be consistent with Section 18 of the
1940 Act and maintain asset coverage of at least 300% of the value of the
reverse repurchase agreement; or (ii) treat the reverse repurchase agreement
transactions as derivative transactions for purposes of Rule 18f-4 under the
1940 Act (“Rule 18f-4”), including as applicable, the value-at-risk based limit
on leverage risk.
A
Cautionary Note to Investors Regarding Dramatic XRP Movements
The
Fund seeks daily exposure to XRP equal to 200% of its net assets. As a
consequence, the Fund could lose an amount greater than its net assets in the
event of a decline in the value of XRP in excess of 50% of the value of XRP. The
risk of total loss exists. If the price of XRP has a dramatic adverse movement
that causes a material decline in the Fund’s net assets, the terms of the Fund’s
swap agreements may permit the counterparty to immediately close out the swap
transaction. In that event, the Fund may be unable to enter into another swap
agreement or invest in other derivatives to achieve exposure consistent with the
Fund’s investment objective. This may prevent the Fund from achieving its
leveraged investment objective, even if the price of XRP later reverses
completely or partially.
Understanding
the Risks and Long-Term Performance of Daily Objective Funds – the Impact of
Compounding
The
Fund is designed to provide leveraged (2x) results on a daily basis. The Fund,
however, is unlikely to provide a simple multiple (i.e.,
2x) of the price performance of XRP over periods longer than a single
day.
•Why?
The hypothetical example below illustrates how daily leveraged fund returns can
behave for periods longer than a single day.
Take
a hypothetical fund XYZ that seeks to achieve twice the daily price performance
of XYZ digital asset (“XYZ DA”). On each day, fund XYZ performs in line with its
objective (2x the daily price performance of XYZ DA before fees and expenses).
Notice that
over
the entire five-day period, the fund’s total return is considerably less than
two times that of the period performance of the price of XYZ DA. For the
five-day period, the price of XYZ DA gained 5.1% while fund XYZ gained 9.9%
(versus 2 x 5.1% or 10.2%). In other scenarios, the return of a daily rebalanced
fund could be greater than three times the return of the asset.
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| Price
of XYZ DA |
Fund
XYZ |
|
| Level |
Daily
Performance |
Daily
Performance |
Net
Asset Value |
| Start |
100.0 |
|
| $100.00 |
| Day
1 |
103.0 |
3.0% |
6.0% |
$106.00 |
| Day
2 |
99.9 |
-3.0% |
-6.0% |
$99.62 |
| Day
3 |
103.9 |
4.0% |
8.0% |
$107.60 |
| Day
4 |
101.3 |
-2.5% |
-5.0% |
$102.21 |
| Day
5 |
105.1 |
3.8% |
7.5% |
$109.88 |
| Total
Return |
| 5.1% |
9.9% |
|
•Why
does this happen? This
effect is caused by compounding, which exists in all investments, but has a more
significant impact on a daily leveraged fund. The return of a daily leveraged
fund for a period longer than a single day is the result of its return for each
day compounded over the period and usually will differ in amount, and possibly
even direction, from the daily leveraged fund’s stated multiple times the change
in the price of the daily leveraged fund’s respective underlying asset for the
same period. In general, during periods of higher volatility in the asset’s
price, compounding will cause longer term results to be less than the multiple
of the change in the asset’s price. This effect becomes more pronounced as
volatility increases. Conversely, in periods of lower volatility in the asset’s
price, fund returns over longer periods can be higher than the multiple of the
change in the asset’s price. Actual results for a particular period, before fees
and expenses, are also dependent on the following factors: a) the volatility of
the asset’s price; b) the change in the asset’s price; c) period of time; d)
financing rates associated with derivatives; and e) other fund expenses. The
examples herein illustrate the impact of two principal factors —price volatility
and price change — on fund performance.
•What
it means to you. Daily
leveraged funds, if used properly and in conjunction with the investor’s view on
the future direction and volatility of the markets, can be useful tools for
knowledgeable investors who want to manage their exposure to various markets and
market segments. Investors should understand the consequences of seeking daily
investment results, before fees and expenses, that correspond to the performance
of a daily benchmark such as the multiple (i.e.,
2x) of the daily performance of a reference price for a single day, not for any
other period, including the impact of compounding on fund performance. Investors
should monitor and/or periodically rebalance their portfolios (which will
possibly trigger transaction costs and tax consequences), as frequently as
daily. Investors considering the Fund should understand that it is designed to
provide a positive multiple of a price change for a single day, not for any
other period.
Additionally,
investors should recognize that the degree of volatility of XRP’s price can have
a dramatic effect on the Fund’s longer-term performance. The more volatile XRP’s
price is, the more the Fund’s longer-term performance will negatively deviate
from a simple multiple (i.e.,
2x) of XRP’s longer-term performance. The return of the Fund for a period longer
than a single day is the result of its return for each day compounded over the
period and usually will differ in amount, and possibly even direction, from the
Fund’s stated multiple times the price change of XRP for the same period. For
periods longer than a single day, the Fund will lose money if XRP’s price
performance is flat over time, and it is possible that the Fund will lose money
over time regardless of the price change of XRP, as a result of daily
rebalancing, XRP price’s volatility, compounding, and other factors.
An
investor in the Fund could potentially lose the full principal value of his/her
investment within a single day.
Additional
Information about XRP
XRP
and XRP Ledger
XRP
is a digital asset that is created and transmitted through the operations of the
XRP Ledger, a distributed ledger upon which XRP transactions are processed and
settled. XRP can be used to pay for goods and services or it can be converted to
fiat currencies, such as the U.S. dollar. The XRP Ledger is based on a shared
public ledger, the XRP Ledger, similar to the Bitcoin network. However, the XRP
Ledger differentiates itself from other digital asset networks in that its
stated primary function is transactional utility, not store of value. The XRP
Ledger is designed to be a global real-time payment and settlement system. As a
result, the XRP Ledger and XRP aim to improve the speed at which parties on the
network may transfer value while also reducing the fees and delays associated
with the traditional methods of interbank payments.
No
single entity controls the XRP Ledger. Instead, a network of independent nodes
validates transactions pursuant to the Ripple Protocol Consensus Algorithm. It
is this mechanism, as opposed to the proof-of-work mechanism utilized by the
Bitcoin blockchain, that allows the XRP Ledger to be fast, energy-efficient and
scalable, and therefore suitable for its most prominent use case, the
facilitation of cross-border financial transactions. Unlike proof-of-work
systems, which require massive computational power to secure the network, the
Ripple Protocol Consensus Algorithm utilized by the XRP Ledger is extremely
lightweight in terms of energy
usage,
as it relies on trusted validators rather than mining. The XRP Ledger can handle
up to 1,500 transactions per second, far more than the Bitcoin or Ethereum
blockchain. This makes the XRP Ledger suitable for high-volume use cases, such
as cross-border payments. Lastly, because validators do not need to spend
resources on mining, transaction fees are extremely low (typically a fraction of
a cent per transaction).
Transactions
are validated on the XRP Ledger by a network of independent validator nodes.
These nodes do not mine new blocks but participate in a consensus process to
ensure that transactions are valid and correctly ordered on the XRP Ledger. Any
node can be a validator, but for practical purposes, the XRP Ledger depends on a
list of trusted validators known as the Unique Node List or “UNL.” Validators
are entities (which can be individuals, institutions, or other organizations)
that run nodes to participate in the consensus process. These validators ensure
the integrity and accuracy of the ledger. Each node in the network maintains a
Unique Node List — a list of other validators that the node trusts to reliably
validate transactions. The XRP Ledger’s architecture means that different nodes
may maintain different UNLs, but there needs to be some overlap in the UNLs for
the consensus mechanism to work effectively. Similar to the Bitcoin network,
anyone can join and start using the XRP Ledger; however, unlike the Bitcoin
network, which operates on a fully permissionless blockchain, the XRP Ledger is
maintained by a network of trusted nodes that accept or reject transactions on
the XRP Ledger.
Each
XRP Ledger address, or wallet, is associated with a unique “public key” and
“private key” pair. To receive XRP, the XRP recipient must provide its public
key to the party initiating the transfer. This activity is analogous to a
recipient for a transaction in U.S. dollars providing a routing address in wire
instructions to the payor so that cash may be wired to the recipient’s account.
The payor approves the transfer to the address provided by the recipient by
“signing” a transaction that consists of the recipient’s public key with the
private key of the address from where the payor is transferring the XRP. The
recipient, however, does not make public or provide to the sender its related
private key.
The
XRP Ledger (“XRPL”) has historically maintained high availability but has
experienced a few notable disruptions. On February 4, 2025, the XRPL experienced
an unexpected halt in block production for approximately 64 minutes, during
which no new ledgers were validated, temporarily pausing all transactions. The
root cause remains under investigation, but preliminary analysis suggests a
validation issue that prevented consensus from being reached. On November 25,
2024, the XRPL faced a 10-minute disruption when several nodes crashed and
restarted simultaneously, briefly halting transaction processing. The issue was
traced to a caching-layer bug introduced in a prior software update, which was
later addressed by the RippleX team through a recommended upgrade to the latest
Rippled version. Despite these incidents, the XRPL has generally been reliable,
with no asset losses occurring, and built-in safety protocols ensured eventual
network recovery.
XRP
Markets and Exchanges
XRP
can be transferred in direct peer-to-peer transactions through the direct
sending of XRP over the XRP Ledger from one XRP address to another. While XRP
was originally intended to be used primarily as a means to conduct cross-border
payments, XRP can also be used to pay other users of the XRP Ledger for goods
and services under what resembles a barter system. Consumers can also pay
merchants and other commercial businesses for goods or services through direct
peer-to-peer transactions on the XRP Ledger or through third-party service
providers.
In
addition to using XRP to engage in cross-border transactions or payment for
goods and services, investors may purchase and sell XRP to speculate as to the
price of XRP in the XRP market, or as a long-term investment to diversify their
portfolio. The price of XRP within the market is determined, in part, by the
supply of and demand for XRP in the global XRP market, market expectations for
the adoption of XRP as a store of value or as a viable cross-border payments
facilitator, the number of merchants that accept XRP as a form of payment, the
regulatory challenges faced by Ripple Labs and XRP, and the volume of
peer-to-peer transactions, among other factors.
Limits
on XRP Supply
Unlike
other digital assets such as bitcoin or ether, XRP is not mined gradually over
time. Instead, all 100 billion XRP tokens were created at the time of the XRP
Ledger’s launch in 2012. This means that every XRP token that exists today was
generated from the outset, without the need for a mining process. Of the 100
billion XRP generated by the XRP Ledger’s code, the founders of Ripple Labs
retained 20 billion XRP and the rest, nearly 80 billion XRP, was provided to
Ripple Labs.
In
2017, to address concerns about the large portion of XRP held by Ripple Labs,
the company introduced an escrow mechanism to lock up a significant portion of
its XRP holdings. Under this mechanism, Ripple Labs placed 55 billion XRP (55%
of the total supply) into a series of time-locked escrow accounts. The escrow
releases 1 billion XRP per month over 55 months. This process adds a level of
predictability and transparency about how much XRP can enter the market each
month. If Ripple Labs does not use all of the 1 billion XRP released in a given
month, the remaining amount is placed back into escrow for future release. The
purpose of this escrow system is to reassure the market that Ripple Labs will
not release too much XRP at once, which could potentially disrupt XRP’s price or
market dynamics.
Additional
Information about the Spot XRP ETPs
It
is currently expected that the Fund will initially derive a significant amount
of its exposure to the price performance of XRP from its direct investment in
one or more Spot XRP ETPs and swap agreements or options that reference a Spot
XRP ETP. The Spot XRP ETPs in which the Fund may invest (or which may be used as
a reference asset) are exchange-traded products that are designed to provide
exposure to the performance of XRP and are fully secured by holdings of XRP. The
Spot XRP ETPs in which the Fund may invest include ETPs listed on a European
exchange, or U.S. ETPs, which are exchange-traded funds registered under the
Securities Act of 1933, as amended and listed on a U.S. national securities
exchange, but not registered under the 1940 Act. Each non-U.S. Spot XRP ETPs
issues bonds that are collateralized by the respective amount of units of XRP.
The Issuer shall at any given time procure in relation to issued bonds that it
holds such amount of the underlying XRP equal to or exceeding the aggregate
claims of the bondholders, expressed as a number of units of XRP. The value and
performance of the Bonds materially depends on the value and performance of
issuer’s holdings of XRP. Based on the non-U.S. Spot XRP ETPs’ payment and
delivery obligations to bondholders, the bonds are expected (subject to the
deduction of any fees and costs) to track the performance of XRP nearly
1:1.
An
investor cannot purchase the bonds issued by non-U.S. Spot XRP ETPs directly
from the issuer in the primary market. Initially, in the primary market, the
bonds may only be subscribed for or purchased by authorized participants. Once
the bonds issued by non-U.S. Spot XRP ETPs have been subscribed for or purchased
in the primary market, investors may purchase the bonds in the secondary market
from any person on an anonymous basis (i) via the relevant stock exchange (in
case of bonds admitted to trading on a stock exchange) or (ii) over the
counter.
As
of the date of this Prospectus, there are no U.S. Spot XRP ETPs available for
the Fund to invest in or use as a reference asset. Additional information about
each of the Spot XRP ETPs in which the Fund may invest (or use as a reference
asset) is detailed below:
|
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| Name
and Ticker |
Domicile |
Listing
Exchange(s) |
XRP
Holdings (as of March 31, 2026) |
| 21Shares
XRP ETP (AXRP) |
Switzerland |
SIX
Swiss Exchange Boerse Duesseldorf Boerse Stuttgart BX
Swiss Deutsche Boerse Xetra Euronext Amsterdam Euronext
Paris Gettex |
$324.48
million |
| Bitwise
Physical XRP ETP (GXRP) |
Germany |
Deutsche
Boerse Xetra |
$129.44
million |
| Virtune
XRP ETP (VIRXRP) |
Sweden |
Nasdaq
Stockholm Nasdaq Helsinki |
$828.19
million |
| WisdomTree
Physical XRP ETP (XRPW) |
Jersey |
SIX
Swiss Exchange Euronext Paris Euronext Amsterdam Deutsche Boerse
Xetra |
$64.50
million |
| CoinShares
Physical XRP ETP (XRPL) |
Jersey |
Deutsche
Boerse Xetra
|
$245.07
million |
The
value of shares of a Spot XRP ETP may not directly correspond to the price of
XRP, and is highly volatile. The price of a Spot XRP ETP may go down even if the
price of the underlying asset, XRP, remains unchanged. Additionally, shares that
trade at a premium mean that an investor who purchases $1 of a portfolio will
actually own less than $1 in assets.
Each
Spot XRP ETP is a passive investment vehicle that does not seek to generate
returns beyond tracking the price of XRP. This means the sponsor does not
speculatively sell XRP at times when its price is high or speculatively acquire
XRP at low prices in the expectation of future price increases. The Spot XRP
ETPs will not utilize hedging, leverage, derivatives or any similar arrangements
in seeking to meet its investment objective. Each Spot XRP ETP’s custodian will
keep custody of the Spot XRP ETP’s XRP, and will keep all of the private keys
associated with such Spot XRP ETP’s XRP held by the custodian in “cold storage.”
“Cold storage” is a safeguarding method by which the private keys corresponding
to the particular Spot XRP ETP’s XRP are generated and stored in an offline
manner using computers or devices that are not connected to the internet, which
is intended to make them more resistant to hacking.
Principal
Investment Risks
XRP
and XRP-related investments are relatively new investments. They are subject to
unique and substantial risks and historically have been subject to significant
price volatility. The value of an investment in the Fund could decline
significantly and without warning, including to $0. You should be prepared for
the possibility of losing your entire investment. You may
lose
the entire principal amount of your investment in a single day. The performance
of XRP-related investments, and therefore the performance of the Fund, may
differ significantly from the performance of XRP.
An
investment in the Fund does not represent a complete investment program. An
investment in the Fund is not a bank deposit and it is not insured or guaranteed
by the Federal Deposit Insurance Corporation or any other government agency, the
Adviser or any of its affiliates.
An
investment in the Fund entails risks. The Fund could lose money, or its
performance could trail that of other investment alternatives. The following
provides additional information about the Fund’s principal risks. It is
important that investors closely review and understand these risks before making
an investment in the Fund. Each risk summarized below is considered a “principal
risk” of investing in the Fund, regardless of the order in which it
appears.
•XRP
Risk.
Crypto assets, such as XRP, operate without central authority or banks and are
not backed by any government. Crypto assets are often referred to as a “virtual
asset” or “digital asset,” and operate as a decentralized, peer-to-peer
financial trading platform and value storage that is used like money. A crypto
asset is also not a legal tender. Investments linked to XRP can be highly
volatile compared to investments in traditional securities and the Fund may
experience sudden and large losses. The markets for XRP and XRP-related
investments may become illiquid. These markets may fluctuate widely based on a
variety of factors including changes in overall market movements, political and
economic events, wars, acts of terrorism, natural disasters (including disease,
epidemics and pandemics) and changes in interest rates or inflation rates. An
investor should be prepared to lose the full principal value of their investment
suddenly and without warning. A number of factors affect the price and market
for XRP.
◦New
Technology. XRP
is a relatively new technological innovation with a limited operating history.
XRP has a relatively limited history of existence and operations. There is a
limited established performance record for the price of XRP and, in turn, a
limited basis for evaluating an investment in XRP.
◦Supply
and Demand of XRP.
Unlike other digital assets such as bitcoin or ether, XRP is not and was not
mined gradually over time. Instead, all 100 billion XRP tokens were created at
the time of the XRP Ledger’s launch in 2012. This means that every XRP token
that exists today, or will ever exist, was generated from the outset of the XRP
Ledger. As a result, there is no ability for the supply of XRP to be adjusted in
response to economic conditions. For instance, there is no ability for the
supply of XRP to be increased to meet rising demand, which could lead to price
volatility. In addition, unlike blockchains that utilize “proof-of-work” or
“proof-of-stake” where miners or stakers are rewarded with newly minted coins or
tokens, XRP validators are not incentivized by block rewards since there is no
new issuance of XRP.
Additionally,
the fixed supply of XRP, combined with the burning of XRP (permanently
destroyed) as transaction fees, could create deflationary pressure over time. A
small amount of XRP is burned with every transaction to prevent spam on the
network. While the amount of XRP burned per transaction is minuscule, over time,
the total supply of XRP will slowly decrease. This could lead to a deflationary
environment where the decreasing supply drives up the price of XRP, making it
less practical as a medium of exchange. Additionally, as the total supply of XRP
slowly shrinks due to burning, liquidity could become an issue in the distant
future, potentially making it harder for businesses and users to access
sufficient XRP for their transactions.
The
fixed supply of XRP could also contribute to price volatility, especially if
demand fluctuates significantly. Since the supply of XRP is fixed, any
significant surge in demand can result in large price spikes. For example,
during periods of high market activity or speculation, the price of XRP could
rapidly increase due to the inability to expand supply to match demand. This
volatility could make XRP less predictable for businesses that rely on it for
payments. Digital assets with a flexible supply, such as stablecoins, can adjust
to maintain a stable value. XRP, however, could experience price swings that
make it less attractive for everyday transactions or long-term financial
planning.
The
fixed supply of XRP may also not scale well with rapidly expanding use cases. To
the extent more businesses, financial institutions, and payment providers adopt
XRP for cross-border transactions and other use cases, there is a risk that the
fixed supply may not meet such growing demand, leading to supply shortages and
further price volatility. In the case of massive adoption, the scarcity of XRP
could raise its value too much, making it less appealing for day-to-day
transactions or use as a liquidity bridge in cross-border payments, as
businesses might prefer a more stable and widely available
currency.
Ripple
Labs holds a large portion of the XRP supply, which has led to concerns about
centralization. Despite escrow mechanisms that gradually release XRP into the
market, Ripple Labs still retains control over a significant portion of XRP,
which can impact market dynamics if large amounts are sold. The concentration of
XRP in the hands of Ripple Labs and early stakeholders could affect the market’s
confidence in XRP as a decentralized asset.
◦Adoption
and Use of XRP.
The continued adoption of XRP will require growth in its usage as a means of
exchange and payment. Even if growth in XRP adoption continues in the near or
medium-term, there is no assurance that XRP usage will continue to grow over the
long-term. A contraction in the use of XRP may result in a lack of liquidity,
increased volatility in and a reduction to the price of XRP.
◦The
Regulatory Environment Relating to XRP. Federal,
state or foreign governments may restrict the use and exchange of a crypto
asset, such as XRP, and regulation in the U.S. is still developing. Depending on
its characteristics, a digital asset, including XRP, may be considered a
“security” under U.S. federal and/or state 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. Any enforcement
action by the SEC or a state securities regulator asserting that XRP is a
security, or a court decision to that effect, would be expected to have an
immediate material adverse impact on the trading price of XRP, as well as the
Shares. This is because the business models behind most digital assets are
incompatible with regulations applying to transactions in securities. If a
digital asset is determined to be a security, it is likely to become difficult
or impossible for the digital asset to be traded, cleared or custodied in the
United States through the same channels used by non-security digital assets,
which in addition to materially and adversely affecting the trading value of the
digital asset is likely to significantly impact its liquidity and market
participants’ ability to convert the digital asset into U.S. dollars. Any
assertion that a digital asset is a security by the SEC or another regulatory
authority may have similar effects.
In
December 2020, the SEC filed a complaint against Ripple Labs (the “Ripple
Complaint”) and two of its executives (the “Ripple Defendants”), in the United
States District Court for the Southern District of New York (the “S.D.N.Y.”)
alleging that the Ripple Defendants had conducted unregistered securities
offerings by selling XRP in contravention of Section 5 of the Securities Act.
Under Section 5 of the Securities Act, it is unlawful for any person, directly
or indirectly to offer to sell, offer to buy or purchase or sell a “security”
unless a registration statement is in effect or has been filed with the SEC as
to the offer and sale of such security to the public. The Ripple Defendants did
not dispute that they had offered to sell and sold XRP through interstate
commerce and that they had not filed a registration statement with the SEC for
any offer or sale of XRP. Accordingly, the question before the S.D.N.Y. was
whether the Ripple Defendants offered to sell or sold XRP as a
security.
In
the years prior to the filing of the Ripple Complaint, XRP’s market
capitalization at times reached over $140 billion. However, in the weeks
following the Ripple Complaint, XRP’s market capitalization fell to less than
$10 billion, which was less than half of its market capitalization in the days
prior to the complaint.
On
July 13, 2023, the S.D.N.Y. issued several key rulings in the case. Most
notably, the court did not find that XRP was inherently a security. The court
distinguished between the XRP token itself and the manner in which it was sold.
This finding was contrary to the SEC’s argument, which was that XRP, by its
nature, was a security under the definition provided by the Securities Act,
notwithstanding the manner in which it was sold. The court found that the direct
sale of XRP by the Ripple Defendants to certain sophisticated individuals and
entities pursuant to written contracts did constitute the unregistered offer and
sale of securities in violation of Section 5 of the Securities Act. However, the
court also found that the programmatic sale of XRP by the Ripple Defendants over
digital asset trading platforms in the secondary market did not constitute an
unregistered sale of securities. Similarly, the court found that the XRP that
Ripple Defendants granted to Ripple Labs employees as compensation or to
third-party companies to incentivize the development of new applications for XRP
and the XRP Ledger also did not constitute an unregistered sale of
securities.
The
S.D.N.Y. entered a final judgment in the case on August 7, 2024. On October 2,
2024, the SEC filed an appeal to the United States Court of Appeals for the
Second Circuit, and on October 10, 2024, Ripple filed a cross-appeal. Any
further SEC or state enforcement action asserting that XRP is a security, or a
court ruling to that effect, would likely have an immediate and severe negative
impact on XRP’s trading price and the value of the
Fund’s
shares. The resolution of the current ambiguity concerning the regulatory status
of crypto assets could result in negative regulatory and tax consequences for
the Fund and its shareholders, including the Fund’s failure to qualify as a RIC,
the consequences of which are discussed under “Tax Risk”, and the elimination of
the shareholder protections afforded by the 1940 Act.
◦Largely
Unregulated Marketplace.
Digital asset markets, including spot markets for XRP, are growing rapidly. The
spot markets through which XRP and other digital assets trade are new and, in
some cases, may be subject to but not comply with their relevant jurisdiction’s
regulations. These markets are local, national and international and include a
broadening range of digital assets and participants. Significant trading may
occur on systems and platforms with minimum predictability. Spot markets may
impose daily, weekly, monthly or customer-specific transaction or withdrawal
limits or suspend withdrawals entirely, rendering the exchange of XRP for fiat
currency difficult or impossible. Participation in spot markets requires users
to take on credit risk by transferring XRP from a personal account to a third
party’s account.
Digital
asset exchanges do not appear to be subject to, or may not comply with,
regulation in a similar manner as other regulated trading platforms, such as
national securities exchanges or designated contract markets. Many digital asset
exchanges are unlicensed, unregulated, operate without extensive supervision by
governmental authorities, and do not provide the public with significant
information regarding their ownership structure, management team, corporate
practices, cybersecurity, and regulatory compliance. In particular, those
located outside the United States may be subject to significantly less stringent
regulatory and compliance requirements in their local
jurisdictions.
As
a result, trading activity on or reported by these digital asset exchanges is
generally significantly less regulated than trading in regulated U.S. securities
and commodities markets, and may reflect behavior that would be prohibited in
regulated U.S. trading venues. Furthermore, many spot markets lack certain
safeguards put in place by more traditional exchanges to enhance the stability
of trading on the exchange and prevent flash crashes, such as limit-down circuit
breakers. As a result, the prices of digital assets such as XRP on digital asset
exchanges may be subject to larger and/or more frequent sudden declines than
assets traded on more traditional exchanges. Tools to detect and deter
fraudulent or manipulative trading activities (such as market manipulation,
front-running of trades, and wash-trading) may not be available
to or employed by digital asset exchanges or may not exist at all. As a result,
the marketplace may lose confidence in, or may experience problems relating to,
these venues.
No
XRP exchange is immune from these risks. While the Fund does not buy or sell XRP
on XRP spot markets, the closure or temporary shutdown of XRP exchanges due to
fraud, business failure, hackers or malware, or government-mandated regulation
may reduce confidence in the XRP network and can slow down the mass adoption of
XRP. Further, spot market failures or that of any other major component of the
overall XRP ecosystem can have an adverse effect on XRP markets and the price of
XRP and could therefore have a negative impact on the performance of the Fund.
Furthermore, the closure or temporary shutdown of an XRP spot market may impact
the Fund’s ability to determine the value of its XRP holdings or for the Fund’s
Authorized Participants to effectively arbitrage the Shares.
◦Cybersecurity.
As a digital asset, XRP is subject to the risk that malicious actors will
exploit flaws in its code or structure that will allow them to, among other
things, steal XRP held by others, control the blockchain, or steal personally
identifying information. The occurrence of any of these events is likely to have
a significant adverse impact on the price and liquidity of XRP and any
XRP-related investments and therefore the value of an investment in the Fund.
Additionally, the XRP Ledger’s functionality relies on the Internet. A
significant disruption of Internet connectivity affecting large numbers of users
or geographic areas could impede the functionality of the XRP Ledger. Any
technical disruptions or regulatory limitations that affect Internet access may
have an adverse effect on the XRP Ledger, the price of XRP and the value of an
investment in the Fund. Finally, crypto asset platforms may stop operating or
permanently shut down due to fraud, technical glitches, hackers or
malware.
◦Forks.
XRP, along with many
other digital assets, are open source projects. The infrastructure and ecosystem
that powers the XRP network are developed by different parties, including
affiliated and non-affiliated engineers, developers, validators, platform
developers, evangelists, marketers, exchange operators and other companies based
around a service regarding XRP, each of whom may have different motivations,
drivers, philosophies and incentives.
As
a result, any individual can propose refinements or improvements to the XRP
network’s source code through one or more software upgrades that could alter the
protocols governing the XRP network and the properties of XRP. When a
modification is proposed and a substantial majority of users and validators
consent to the modification, the change is implemented and the XRP network
remains uninterrupted. However, a “hard fork” occurs if less than a substantial
majority of users and validators consent to the proposed modification, and the
modification is not compatible with the software prior to its modification. In
other words, two incompatible networks would then exist: (1) one network running
the pre-modified software and (2) another network running the modified software.
The effect of such a fork would be the existence of two versions of XRP running
in parallel, and the creation of a new digital asset which lacks
interchangeability with its predecessor. This is in contrast to a “soft fork,”
or a proposed modification to the software governing the network that results in
a post-update network that is compatible with the network as it existed prior to
the update, because it restricts the network operations that can be performed
after the update.
Forks
may have a detrimental effect on the value of XRP. Forks can also introduce new
security risks.
•XRP
Exposure Risk.
The Fund expects to have significant exposure to XRP. As a result, the Fund’s
performance may be disproportionately and significantly impacted by the poor
performance of XRP or events materially affecting the XRP ecosystem. The Fund’s
significant exposure to XRP makes it more susceptible to any single occurrence
affecting XRP or XRP-related investments, and may subject the Fund to greater
market risk than more diversified funds.
The
remaining principal risks below are presented in alphabetical order to
facilitate finding particular risks and comparing them with those of other
funds.
•Active
Management Risk. The
Fund is actively managed and may not meet its investment objective based on the
Adviser’s success or failure to implement strategies for the Fund. The Fund
invests in complex instruments (each described below), including swap agreements
and futures contracts. Such instruments may create enhanced risks for the Fund
and the Adviser’s ability to control the Fund’s level of risk will depend on the
Adviser’s skill in managing such instruments. In addition, the Adviser’s
evaluations and assumptions regarding investments, interest rates, inflation,
and other factors may not successfully achieve the Fund’s investment objective
given actual market conditions.
•Cash
Transaction Risk.
The Fund expects to effect all of its creations and redemptions for cash, rather
than in-kind securities. The Fund may be required to sell or unwind portfolio
investments to obtain the cash needed to distribute redemption proceeds.
This
may cause the Fund to recognize a capital gain that it might not have recognized
if it had made a redemption in kind. As a result, the Fund may pay out higher
annual capital gain distributions than if the in-kind redemption process was
used. The use of cash creations and redemptions may also cause the Fund’s Shares
to trade in the market at wider bid-ask spreads or greater premiums or discounts
to the Fund’s NAV. As a practical matter, only institutions and large investors,
such as market makers or other large broker dealers, create or redeem shares
directly through the Fund. Most investors will buy and sell shares of the Fund
on an exchange through a broker-dealer. Furthermore, the Fund may not be able to
execute cash transactions for creation and redemption purposes at the same price
used to determine the Fund’s NAV. To the extent that the maximum additional
charge for creation or redemption transactions is insufficient to cover the
execution shortfall, the Fund’s performance could be negatively
impacted.
•Clearing
Broker Risk. The
failure or bankruptcy of the Fund’s and the Subsidiary’s clearing broker could
result in a substantial loss of Fund assets. Under current CFTC regulations, a
clearing broker maintains customers’ assets in a bulk segregated account. If a
clearing broker fails to do so, or is unable to satisfy a substantial deficit in
a customer account, its other customers may be subject to risk of loss of their
funds in the event of that clearing broker’s bankruptcy. In that event, the
clearing broker’s customers, such as the Fund and the Subsidiary, are entitled
to recover, even in respect of property specifically traceable to them, only a
proportional share of all property available for distribution to all of that
clearing broker’s customers.
•Collateral
Securities Risk.
Collateral may include obligations issued or guaranteed by the U.S. government
and its agencies and instrumentalities, including bills, notes and bonds issued
by the U.S. Treasury, as well as money market funds and corporate debt
securities. U.S. government securities include securities that are issued or
guaranteed by the U.S. Treasury, by various agencies of the U.S. government, or
by various instrumentalities which have been established or sponsored by the
U.S. government. U.S. Treasury securities are backed by the “full faith and
credit” of the United States. Securities issued or guaranteed by federal
agencies and U.S. government-sponsored instrumentalities may or may not be
backed by the full faith and credit of the United States. In the case of those
U.S. government securities not backed by the full faith and credit of the United
States, the investor must look principally to the agency or instrumentality
issuing or guaranteeing the security for ultimate repayment, and may not be able
to assert a claim against the United States itself in the event that the agency
or instrumentality does not meet its commitment. The U.S. government and its
agencies and instrumentalities do not guarantee the market value of their
securities, and consequently, the value of such securities may fluctuate. The
Fund’s investments in U.S. government securities will change in value in
response to interest rate changes and other factors, such as the perception of
an issuer’s creditworthiness.
Money
market funds are subject to management fees and other expenses, and the Fund’s
investments in money market funds will cause it to bear proportionately the
costs incurred by the money market funds’ operations while simultaneously paying
its own management fees and expenses. An investment in a money market fund is
not insured or guaranteed by the Federal Deposit Insurance Corporation or any
other government agency. Money market funds may not have the value of their
investments remain at $1.00 per share; it is possible to lose money by investing
in a money market fund.
Corporate
debt securities such as commercial paper generally are short-term unsecured
promissory notes issued by businesses. Corporate debt securities carry both
credit risk and interest rate risk. Credit risk is the risk that the issuer of a
corporate debt security is unable to pay interest or repay principal when it is
due and the holder of the corporate debt security could lose money. Interest
rate risk is the risk that interest rates rise and fall over time. For example,
the value of fixed-income securities generally decrease when interest rates
rise, which may cause the Fund’s value to decrease. Also, investments in
fixed-income securities with longer maturities fluctuate more in response to
interest rate changes. Some corporate debt securities that are rated below
investment-grade generally are considered speculative because they present a
greater risk of loss, including default, than higher quality debt
securities.
•Commodity
Pool Regulatory Risk. The
Fund’s investment exposure to commodities futures will cause it to be deemed to
be a commodity pool, thereby subjecting the Fund to regulation under the CEA and
CFTC rules. The Adviser is registered as a CPO, and the Fund will be operated in
accordance with applicable CFTC rules, as well as the regulatory scheme
applicable to registered investment companies. Registration as a CPO imposes
additional compliance obligations on the Adviser and the Fund related to
additional laws, regulations, and enforcement policies, which could increase
compliance costs and may affect the operations and financial performance of the
Fund. However, the Fund’s status as a commodity pool and the Adviser’s
registration as a CPO are not expected to materially adversely affect the Fund’s
ability to achieve its investment objective. The CFTC has not passed on the
adequacy of this Prospectus.
•Counterparty
Risk.
Counterparty risk is the risk that a counterparty to Fund transactions
(e.g.,
swap transactions) will be unable or unwilling to perform its contractual
obligation to the Fund. The Fund generally enters into derivatives transactions,
such as futures contracts and swap agreements, with counterparties such that
either party can terminate the contract without penalty prior to the termination
date. The Fund may be negatively impacted if a counterparty becomes bankrupt or
otherwise fails to perform its obligations under such a contract, if any
collateral posted by the counterparty for the benefit of the Fund is
insufficient, or if there are delays in the Fund’s ability to access such
collateral. If the counterparty becomes bankrupt or defaults on its payment
obligations to the Fund, the Fund may experience significant delays in obtaining
any recovery, may obtain only a limited recovery, or may obtain no recovery, and
the value of an investment held by the Fund may decline. The Fund also may not
be able to exercise remedies, such as the termination of transactions, netting
of obligations, and realization on collateral, if such remedies
are
stayed or eliminated under special resolutions adopted in the United States, the
European Union, and various other jurisdictions. European Union rules and
regulations intervene when a financial institution is experiencing financial
difficulties and could reduce, eliminate, or convert a counterparty’s
obligations to the Fund to equity (sometimes referred to as a
“bail-in”).
The
Fund typically enters into transactions with counterparties that present minimal
risks based on the Adviser’s assessment of the counterparty’s creditworthiness,
or its capacity to meet its financial obligations during the term of the
derivative agreement or contract. The Adviser considers factors such as
counterparty credit rating among other factors when determining whether a
counterparty is creditworthy. The Adviser regularly monitors the
creditworthiness of each counterparty with which the Fund transacts. The Fund
generally enters into swap agreements or other financial instruments with major
financial intermediaries and seeks to mitigate risks by generally requiring that
the counterparties for the Fund post collateral, marked to market daily, in an
amount approximately equal to what the counterparty owes the Fund, subject to
certain minimum thresholds. To the extent any such collateral is insufficient or
there are delays in accessing the collateral, the Fund will be exposed to the
risks described above. If a counterparty’s credit rating declines, the Fund may
be subject to a bail-in, as described above.
In
addition, the Fund may enter into swap agreements with a limited number of
counterparties, which may increase the Fund’s exposure to counterparty credit
risk. To the extent the Fund’s counterparties are concentrated in the financial
services sector, the Fund bears the risk that those counterparties may be
adversely affected by legislative or regulatory changes, adverse market
conditions, increased competition, and/or wide scale credit losses resulting
from financial difficulties or borrowers affecting the sector. There is a risk
that no suitable counterparties are willing to enter into, or continue to enter
into, transactions with the Fund and, as a result, the Fund may not be able to
achieve its investment objective. Additionally, although a counterparty to a
centrally cleared swap agreement is often backed by a FCM or a clearing
organization that is further backed by a group of financial institutions, there
may be instances in which a FCM or a clearing organization would fail to perform
its obligations, causing significant losses to the Fund. The markets for certain
derivatives, including those located in certain foreign countries, are
relatively new and still developing, which may expose the Fund to increased
counterparty credit and liquidity risks.
•Cybersecurity
Risk.
With the increased use of technologies such as the Internet and the dependence
on computer systems to perform business and operational functions, funds (such
as the Fund) and their service providers may be prone to operational and
information security risks resulting from cyber-attacks and/or technological
malfunctions. In general, cyber-attacks are deliberate, but unintentional events
may have similar effects. Cyber-attacks include, among others, stealing or
corrupting data maintained online or digitally, preventing legitimate users from
accessing information or services on a website, releasing confidential
information without authorization, and causing operational disruption.
Cybersecurity incidents may allow an unauthorized party to gain access to Fund
assets or proprietary information, or cause the Fund, the Adviser, and/or other
service providers (including custodians and financial intermediaries) to suffer
data breaches or data corruption. Additionally, cybersecurity failures or
breaches of the electronic systems of the Fund, the Adviser, the Fund’s other
service providers, market makers, APs, the Fund’s primary listing exchange, or
the issuers of securities in which the Fund invests have the ability to disrupt
and negatively affect the Fund’s business operations, including the ability to
purchase and sell Shares, potentially resulting in financial losses to the Fund
and its shareholders. For instance, cyber-attacks or technical malfunctions may
interfere with the processing of shareholder or other transactions, affect the
Fund’s ability to calculate its NAV, cause the release of private shareholder
information or confidential Fund information, impede trading, cause reputational
damage, and subject the Fund to regulatory fines, penalties or financial losses,
reimbursement or other compensation costs, and additional compliance costs.
Cyber-attacks or technical malfunctions may render records of Fund assets and
transactions, shareholder ownership of Shares, and other data integral to the
functioning of the Fund inaccessible or inaccurate or incomplete. The Fund also
may incur substantial costs for cybersecurity risk management to prevent cyber
incidents in the future. The Fund and its shareholders could be negatively
impacted as a result.
•Daily
Correlation/Tracking Risk. There
is no guarantee that the Fund will achieve a high degree of correlation to XRP’s
price and therefore achieve its daily leveraged investment objective. The Fund
seeks to adjust its exposure to the Reference Assets daily to keep leverage
consistent with its daily leveraged investment objective and to achieve a high
degree of correlation with XRP price’s performance. In addition, the Fund’s
exposure to XRP price is impacted by XRP price’s movement. Because of this, it
is unlikely that the Fund will be perfectly exposed to XRP price at the end of
each day. The possibility of the Fund being materially over- or under-exposed to
XRP price increases on days when XRP price is volatile near the close of the
trading day. Market disruptions, regulatory restrictions and extreme volatility
will also adversely affect the Fund’s ability to adjust exposure to the required
levels.
The
Fund may have difficulty achieving its daily leveraged investment objective for
many reasons, including fees, expenses, transaction costs, financing costs
related to the use of derivatives, accounting standards and their application to
income items, disruptions, illiquidity or high volatility in the markets for the
securities or financial instruments in which the Fund invests, early and
unanticipated closings of the markets on which the holdings of the Fund trade
resulting in the inability of the Fund to execute intended portfolio
transactions, and regulatory and tax considerations, which may cause the Fund to
hold (or not to hold) certain instruments. The Fund may take or refrain from
taking positions in order to improve tax efficiency, comply with regulatory
restrictions, or for other reasons, each of which may negatively affect the
Fund’s desired correlation with XRP. The Fund may be subject to large movements
of assets into and out the Fund, potentially resulting in the Fund being over-
or under-exposed to
XRP.
These factors could decrease the correlation between the performance of the Fund
and XRP and may hinder the Fund’s ability to meet its daily leveraged investment
objective on or around that day.
•Derivatives
Risk.
The Fund’s derivative investments have risks, including the imperfect
correlation between the value of such instruments and the underlying assets; the
loss of principal, including the potential loss of amounts greater than the
initial amount invested in the derivative instrument; and illiquidity of the
derivative investments. The derivatives used by the Fund may give rise to a form
of leverage. Leverage magnifies the potential for gain and may result in greater
losses, which in some cases may cause the Fund to liquidate other portfolio
investments at inopportune times (e.g.,
at a loss to comply with limits on leverage and asset segregation requirements
imposed by the 1940 Act or when the Adviser otherwise would have preferred to
hold the investment) or to meet redemption requests. Certain of the Fund’s
transactions in derivatives could also affect the amount, timing, and character
of distributions to shareholders, which may result in the Fund realizing more
short-term capital gain and ordinary income subject to tax at ordinary income
tax rates than it would if it did not engage in such transactions, which may
adversely impact the Fund’s after-tax returns. To the extent the Fund invests in
such derivative instruments, the value of the Fund’s portfolio is likely to
experience greater volatility over short-term periods.
◦Futures
Contracts Risk. The
successful use of futures contracts draws upon the Adviser’s skill and
experience with respect to such instruments and is subject to special risk
considerations. The primary risks associated with the use of futures contracts,
which may adversely affect the Fund’s NAV and total return, are: (a) the
imperfect correlation between the change in market value of the futures contract
and the price of the underlying asset; (b) possible lack of a liquid secondary
market for a futures contract and the resulting inability to close a forward or
futures contract when desired; (c) losses caused by unanticipated market
movements, which are potentially unlimited; (d) the Adviser’s inability to
predict correctly the direction of securities prices, interest rates, currency
exchange rates and other economic factors; (e) the possibility that the
counterparty will default in the performance of its obligations; and (f) if the
Fund has insufficient cash, it may have to sell investments from its portfolio
to meet daily variation margin requirements, and the Fund may have to sell
investments at a time when it may be disadvantageous to do so.
If
the Fund’s ability to obtain exposure to commodities futures consistent with its
investment objective is disrupted for any reason, including limited liquidity in
the commodities futures market, a disruption to the commodities futures, or as a
result of margin requirements or position limits imposed by the Fund’s FCMs, the
DCM, or the CFTC on the Fund or the Adviser, the Fund would not be able to
achieve its investment objective and may experience significant losses. FCMs act
as the intermediaries between customers and exchanges facilitating transactions
in commodity derivatives. DCMs are the exchanges on which these transactions
occur.
Investment
in exchange-traded futures contracts may expose the Fund to the risks of a
clearing broker (or a FCM). Under current regulations, a clearing broker or FCM
maintains customers’ assets in a bulk segregated account. There is a risk that
Fund assets deposited with the clearing broker to serve as margin may be used to
satisfy the broker’s own obligations or the losses of the broker’s other
clients. In the event of default, the Fund could experience lengthy delays in
recovering some or all of its assets and may not see any recovery at all.
Because futures contracts project price levels in the future, market
circumstances may cause a discrepancy between the price of a futures contract
and the movement in the underlying asset. In the event of adverse price
movements, the Fund may be required to post additional “variation margin” to
satisfy the necessary collateral requirements of the FCM. The Subsidiary intends
to invest in futures contracts, which requires that the Subsidiary and/or the
Fund maintain liquid assets sufficient to satisfy any margin or similar trading
account maintenance requirements.
◦Cost
of Futures Investment Risk. When
a commodities futures contract is nearing expiration, the Fund will generally
sell it and use the proceeds to buy a commodities futures contract with a later
expiration date. This is commonly referred to as “rolling.” The price of
commodities futures contracts further from expiration may be higher (a condition
known as “contango”) or lower (a condition known as “backwardation”), which can
affect the Fund’s performance. The futures contracts markets have experienced,
and are likely to experience again in the future, extended periods in which
contango or backwardation have affected various types of futures contracts.
These extended periods have caused in the past, and may cause in the future,
significant losses. In addition, the costs associated with rolling commodities
futures contracts typically are substantially higher than the costs associated
with other futures contracts and may have a significant adverse impact on the
performance of the Fund. Because of the frequency with which the Fund expects to
roll commodities futures contracts, the effects of such contango or
backwardation may be greater than would be the case if the Fund experienced
lower portfolio turnover.
◦Swap
Agreements Risk.
Swap agreements are contracts for periods ranging from one day to more than one
year and may be negotiated bilaterally and traded OTC between two parties or,
for certain standardized swaps, must be exchange-traded through a FCM or swap
execution facility and/or cleared through a clearinghouse that serves as a
central counterparty. In a standard swap transaction, two parties agree to
exchange the returns (or differentials in rates of return) earned or realized on
particular predetermined investments or instruments. The Fund may enter into
swap agreements, including, but not limited to total return swaps, index swaps,
interest rate swaps, municipal market data rate locks, and credit default swaps.
The Fund may utilize swap agreements in an attempt to gain exposure to certain
securities without purchasing those securities to speculate on the movement of
such securities or to hedge a position. Swap agreements may be subject to fees
and expenses,
and
by investing in swaps indirectly through the Fund, a shareholder will bear the
expenses of such derivatives in addition to expenses of the Fund. Risks
associated with the use of swap agreements are different from those associated
with ordinary portfolio securities transactions, largely due to the fact they
could be considered illiquid and many swaps currently trade on the OTC market.
Swaps are particularly subject to counterparty credit, correlation, valuation,
liquidity and leveraging risks and could result in substantial losses to the
Fund.
As
noted above, certain standardized swaps are subject to mandatory exchange
trading and central clearing. While exchange trading and central clearing are
intended to reduce counterparty credit risk and increase liquidity, they do not
make swap transactions risk-free. Additionally, the CFTC and other applicable
regulators have adopted rules imposing certain margin requirements, including
minimums, on OTC swaps, which may result in the Fund and its counterparties
posting higher margin amounts for OTC swaps, which could increase the cost of
swap transactions to the Fund and impose added operational complexity. The
Dodd-Frank Act and related regulatory developments require the clearing and
exchange-trading of many OTC derivative instruments that the CFTC and the SEC
have defined as “swaps.” Mandatory exchange-trading and clearing are occurring
on a phased-in basis based on the type of market participant and CFTC approval
of contracts for central clearing. The Adviser will continue to monitor
developments in this area, particularly to the extent regulatory changes affect
the Fund’s ability to enter into swap agreements.
◦Swaps
Capacity Risk.
If the Fund’s or the Subsidiary’s ability to obtain exposure to swaps consistent
with its investment objective is disrupted for any reason including, for
example, limited liquidity in the XRP market, a disruption to the XRP market, or
as a result of margin requirements or other limitations imposed by the Fund’s
swaps dealers or the CFTC or other regulators, the Fund may not be able to
achieve its investment objective and may experience significant
losses.
In
such circumstances, the Adviser intends to take such action as it believes
appropriate and in the best interest of the Fund. Any disruption in the Fund’s
or the Subsidiary’s ability to obtain exposure to swaps will cause the Fund’s
performance to deviate from the performance of XRP. Additionally, the ability of
the Fund or the Subsidiary to obtain exposure to swaps is limited by certain tax
rules that limit the amount the Fund can invest in the Subsidiary as of the end
of each tax quarter. Exceeding this amount may have tax consequences. See “Tax
Risk” for more information.
Margin
levels for swap contracts based on XRP may be substantially higher than margin
requirements for more established swaps and futures contracts. Additionally,
margin requirements are subject to change, and may be raised in the future by
swaps dealers or regulators. High margin requirements could prevent the Fund, or
the Subsidiary, from obtaining sufficient exposure to XRP-based swaps and may
adversely affect its ability to achieve its investment objective. Further, swap
counterparties utilized by the Fund or the Subsidiary may impose limits on the
amount of exposure to swaps contracts the Fund or the Subsidiary can obtain
through such counterparty. If the Fund or the Subsidiary cannot obtain
sufficient exposure to XRP-based swaps, the Fund may not be able to achieve its
investment objective.
◦Options
Risk. The
buyer of an option acquires the right, but not the obligation, to buy (a call
option) or sell (a put option) a certain quantity of a security (the underlying
security) or instrument, including a futures contract or swap, at a certain
price up to a specified point in time. The seller or writer of an option is
obligated to sell (a call option) or buy (a put option) the underlying
instrument. When the Fund sells an option, it gains the amount of the premium it
receives, but also incurs a liability representing the value of the option it
has sold until the option is either exercised and finishes “in the money,”
meaning it has value and can be sold, or the option expires worthless, or the
expiration of the option is “rolled,” or extended forward. The value of the
options in which the Fund invests is based partly on the volatility used by
market participants to price such options (i.e.,
implied volatility). Accordingly, increases in the implied volatility of such
options will cause the value of such options to increase (even if the prices of
the options’ underlying assets do not change), which will result in a
corresponding increase in the liabilities of the Fund under such options and
thus decrease the Fund’s NAV.
Options
are often used to manage or hedge risk because they enable an investor to buy or
sell an asset in the future at an agreed-upon price. Options used by the Fund to
reduce volatility may not perform as intended and may not fully protect the Fund
against declines in the value of its portfolio investments. Options also are
used for other reasons, such as to manage exposure to changes in interest rates
and bond prices; as an efficient means of adjusting overall exposure to certain
markets; in an effort to enhance income; to protect the value of portfolio
securities or other instruments; and to adjust portfolio duration.
Options
are subject to correlation risk. The writing and purchasing of options are
highly specialized activities as the successful use of options depends on the
Adviser’s ability to predict correctly future price fluctuations and the degree
of correlation between the markets for options and the underlying instruments.
Exchanges can limit the number of positions that can be held or controlled by
the Fund or the Adviser, thus limiting the ability to implement the Fund’s
strategies. Options also are particularly subject to leverage risk and can be
subject to liquidity risk. Because option premiums paid or received by the Fund
are small in relation to the market value of the investments underlying the
options, the Fund is exposed to the risk that buying and selling put and call
options can be more speculative than investing directly in
securities.
Purchasing
put options may result in the Fund’s loss of premiums paid in the event that the
put options expire unexercised. To the extent that the Fund reduces its put
option holdings relative to the number of call options sold by the Fund, the
Fund’s ability to mitigate losses in the event of a market decline will be
reduced.
◦Over-the-Counter
Market Risk.
Certain derivatives in which the Fund may invest may be traded (and privately
negotiated) in OTC markets. While the OTC markets are the primary trading venue
for many derivatives, such markets are largely unregulated. If a privately
negotiated OTC contract calls for payments by the Fund, the Fund must be
prepared to make such payments when due. In addition, if a counterparty’s
creditworthiness declines, the Fund may not receive payments owed under the
contract, or such payments may be delayed under such circumstances and the value
of agreements with such counterparty can be expected to decline, potentially
resulting in losses to the Fund. Securities traded in these markets may trade
less frequently and in limited volumes and thus exhibit more volatility and
liquidity risk, and the prices paid by the Fund in OTC transactions may include
an undisclosed dealer markup. The Fund is also exposed to default by the OTC
option writer who may be unwilling or unable to perform its contractual
obligations to the Fund.
◦Swaptions
Risk.
There can be no assurance that a liquid secondary market will exist for any
particular swaption, or at any particular time, and the Fund may have difficulty
effecting closing transactions in particular swaptions. Therefore, the Fund may
have to exercise the options that it purchases in order to realize any profit
and take delivery of the underlying swap. The Fund could then incur transaction
costs upon the sale or closing out of the underlying swap. In the event that the
swaption is exercised, the counterparty for such swaption would be the same
counterparty with whom the Fund entered into the underlying swap.
However,
if the Fund writes (sells) a swaption, the Fund is bound by the terms of the
underlying swap upon exercise of the option by the buyer, which may result in
losses to the Fund in excess of the premium it received. Swaptions involve the
risks associated with derivative instruments generally, as well as the
additional risks associated with both options and swaps generally.
◦Foreign
Exchange-Traded Options and Futures. Participation
in foreign futures and foreign options transactions involves the execution and
clearing of trades on, or subject to the rules of, a foreign board of trade.
Neither the National Futures Association nor any domestic exchange regulates
activities of any foreign boards of trade, including the execution, delivery,
and clearing of transactions, or has the power to compel enforcement of the
rules of a foreign board of trade or any applicable foreign law. This is true
even if the exchange is formally linked to a domestic market so that a position
taken on the market may be liquidated by a transaction on another market.
Moreover, such laws or regulations will vary depending on the foreign country in
which the foreign futures or foreign options transaction occurs. For these
reasons, when the Fund trades foreign futures or foreign options contracts, they
may not be afforded certain of the protective measures provided by the CEA, the
CFTC’s regulations, and the rules of the National Futures Association and any
domestic exchange, including the right to use reparations proceedings before the
CFTC and arbitration proceedings provided by the National Futures Association or
any domestic futures exchange. In particular, proceeds derived from foreign
futures or foreign options transactions may not be provided the same protections
as proceeds derived from transactions on U.S. futures exchanges. In addition,
the price of any foreign futures or foreign options contract and, therefore, the
potential profit and loss thereon, may be affected by any variance in the
foreign exchange rate between the time the Fund’s orders are placed and the time
they are liquidated, offset, or exercised.
•Early
Close/Trading Halt Risk.
An exchange or market may close or issue trading halts on specific investments,
or the ability to buy or sell certain securities or financial instruments may be
restricted, which may result in the Fund being unable to buy or sell certain
securities or financial instruments. In such circumstances, the Fund may be
unable to rebalance its portfolio, may be unable to accurately price its
investments, and/or may incur substantial trading losses.
•Effects
of Compounding and Market Volatility Risk. The
Fund has daily leveraged investment objectives, and the Fund’s performance for
periods greater than a trading day will be the result of each day’s returns
compounded over the period, which is very likely to differ from XRP’s
performance times the stated multiple in the Fund’s investment objective, before
fees and expenses. Compounding affects all investments, but has a more
significant impact on leveraged funds and funds that rebalance
daily.
Over
time, the cumulative percentage increase or decrease in the value of the Fund’s
portfolio may diverge significantly from the cumulative percentage increase or
decrease in 200% of the return of XRP due to the compounding effect of losses
and gains on the returns of the Fund. It also is expected that the Fund’s use of
leverage will cause the Fund to underperform the return of 200% of XRP in a
trendless or flat market.
The
table below provides examples of how XRP volatility could affect the Fund’s
performance. The table illustrates the impact of two factors that affect the
Fund’s performance: XRP volatility and XRP return. XRP returns show the
percentage change in the value of XRP over the specified time period, while XRP
volatility is a statistical measure of the magnitude of fluctuations in the
returns during that time period. As illustrated below, even if XRP return over
two equal time periods is identical, different XRP volatility (i.e.,
fluctuations in the rates of return) during the two time periods could result in
drastically different Fund performance for the two time periods due to the
effects of compounding daily returns during the time periods.
Fund
performance for periods greater than one single day can be estimated given any
set of assumptions for the following factors: a) price volatility; b) price
performance; c) period of time; d) financing rates associated with leveraged
exposure; and e) other Fund expenses. The tables below illustrate the impact of
two principal factors – price volatility and price performance – on Fund
performance. The tables show estimated Fund returns for a number of combinations
of price volatility and price performance over a one-year period.
Performance
shown in the table assumes that: (i) no dividends were paid with respect to XRP;
(ii) there were no Fund expenses; and (iii) borrowing/lending rates (to obtain
leveraged exposure for the Fund) of 0%. If Fund expenses and/or actual
borrowing/lending rates were reflected, the estimated returns would be worse
than those shown.
As
shown below, the Fund would be expected to lose 6.1% if XRP provided no return
over a one year period during which XRP experienced annualized volatility of
25%. If XRP’s annualized volatility were to rise to 75%, the hypothetical loss
for a one year period widens to approximately 43% for the Fund. At higher ranges
of volatility, there is a chance of a significant loss of value even if the
price of XRP is flat. For instance, if XRP price’s annualized volatility is
100%, it is likely that the Fund would lose 63.2% of its value, even if XRP
price’s cumulative return for the year was only 0%. The volatility of
instruments that reflect the value of XRP, such as swaps, may differ from the
volatility of XRP.
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| One
Year Price Performance |
Two
Times (2x) One Year Price Performance |
Volatility
Rate |
| Return |
Return |
10% |
25% |
50% |
75% |
100% |
| -60% |
-120% |
-84.2% |
-85.0% |
-87.5% |
-90.9% |
-94.1% |
| -50% |
-100% |
-75.2% |
-76.5% |
-80.5% |
-85.8% |
-90.8% |
| -40% |
-80% |
-64.4% |
-66.2% |
-72.0% |
-79.5% |
-86.8% |
| -30% |
-60% |
-51.5% |
-54.0% |
-61.8% |
-72.1% |
-82.0% |
| -20% |
-40% |
-36.6% |
-39.9% |
-50.2% |
-63.5% |
-76.5% |
| -10% |
-20% |
-19.8% |
-23.9% |
-36.9% |
-53.8% |
-70.2% |
| 0% |
0% |
-1.0% |
-6.1% |
-22.1% |
-43.0% |
-63.2% |
| 10% |
20% |
19.8% |
13.7% |
-5.8% |
-31.1% |
-55.5% |
| 20% |
40% |
42.6% |
35.3% |
12.1% |
-18.0% |
-47.0% |
| 30% |
60% |
67.3% |
58.8% |
31.6% |
-3.7% |
-37.8% |
| 40% |
80% |
94.0% |
84.1% |
52.6% |
11.7% |
-27.9% |
| 50% |
100% |
122.8% |
111.4% |
75.2% |
28.2% |
-17.2% |
| 60% |
120% |
153.5% |
140.5% |
99.4% |
45.9% |
-5.8% |
Holding
an unmanaged position opens the investor to the risk of market volatility
adversely affecting the performance of the investment. The Fund is not
appropriate for investors who do not intend to actively monitor and manage their
portfolios. The table is intended to underscore the fact that the Fund is
designed as a short-term trading vehicle for investors who intend to actively
monitor and manage their portfolios.
•ETF
Risks.
The Fund is an ETF and, as a result of its structure, is exposed to the
following risks:
◦Authorized
Participants, Market Makers, and Liquidity Providers Concentration
Risk.
The Fund has a limited number of financial institutions that may act as APs. In
addition, there may be a limited number of market makers and/or liquidity
providers in the marketplace. Shares may trade at a material discount to NAV and
possibly face delisting if either: (i) APs exit the business or otherwise become
unable to process creation and/or redemption orders and no other APs step
forward to perform these services, or (ii) market makers and/or liquidity
providers exit the business or significantly reduce their business activities
and no other entities step forward to perform their functions.
◦Costs
of Buying or Selling Shares Risk.
Investors buying or selling Shares in the secondary market will pay brokerage
commissions or other charges imposed by brokers, as determined by that broker.
Brokerage commissions are often a fixed amount and may be a significant
proportional cost for investors seeking to buy or sell relatively small amounts
of Shares. In addition, secondary market investors also will incur the cost of
the difference between the price at which an investor is willing to buy Shares
(the “bid” price) and the price at which an investor is willing to sell Shares
(the “ask” price). This difference in bid and ask prices is often referred to as
the “spread” or “bid/ask spread.” The bid/ask spread varies over time for Shares
based on trading volume and market liquidity, and is generally lower if Shares
have more trading volume and market liquidity and higher if Shares have little
trading volume and market liquidity. Further, a relatively small investor base
in the Fund, asset swings in the Fund and/or increased market volatility may
cause increased bid/ask spreads. Due to the costs of buying or selling Shares,
including brokerage commissions imposed by
brokers
and bid/ask spreads, frequent trading of Shares may significantly reduce
investment results and an investment in Shares may not be advisable for
investors who anticipate regularly making small investments.
◦Shares
May Trade at Prices Other Than NAV Risk.
As with all ETFs, Shares may be bought and sold in the secondary market at
market prices. Although it is expected that the market price of Shares will
approximate the Fund’s NAV, there may be times when the market price of Shares
is more than the NAV intra-day (premium) or less than the NAV intra-day
(discount) due to supply and demand of Shares or during periods of market
volatility. This risk is heightened in times of market volatility, periods of
steep market declines and periods when there is limited trading activity for
Shares in the secondary market, in which case such premiums or discounts may be
significant. The market price of Shares during the trading day, like the price
of any exchange-traded security, includes a “bid/ask” spread charged by the
exchange specialist, market makers or other participants that trade Shares. In
times of severe market disruption, the bid/ask spread can increase
significantly. At those times, Shares are most likely to be traded at a discount
to NAV, and the discount is likely to be greatest when the price of Shares is
falling fastest, which may be the time that you most want to sell your Shares.
The Adviser believes that, under normal market conditions, large market price
discounts or premiums to NAV will not be sustained because of arbitrage
opportunities. Because securities held by the Fund may trade on foreign
exchanges that are closed when the Fund’s primary listing exchange is open, the
Fund is likely to experience premiums or discounts greater than those of ETFs
that invest in and hold only securities and other investments that are listed
and trade in the U.S.
◦Trading
Risk.
Although Shares are listed for trading on the Exchange and may be listed or
traded on U.S. and non-U.S. stock exchanges other than the Exchange, there can
be no assurance that an active trading market for such Shares will develop or be
maintained. Trading in Shares may be halted due to market conditions or for
reasons that, in the view of the Exchange, make trading in Shares inadvisable.
In addition, trading in Shares on the Exchange is subject to trading halts
caused by extraordinary market volatility pursuant to Exchange “circuit breaker”
rules, which temporarily halt trading on the Exchange when a decline in the
S&P 500®
Index during a single day reaches certain thresholds (e.g.,
7%, 13%, and 20%). Additional rules applicable to the Exchange may halt trading
in Shares when extraordinary volatility causes sudden, significant swings in the
market price of Shares. There can be no assurance that Shares will trade with
any volume, or at all, on any stock exchange. In stressed market conditions, the
liquidity of Shares may begin to mirror the liquidity of the Fund’s underlying
portfolio holdings, which can be significantly less liquid than the
Shares.
•High
Portfolio Turnover Risk.
The Fund, including through the Subsidiary, may frequently buy and sell
investments. Higher portfolio turnover may result in the Fund paying higher
levels of transaction costs and generating greater tax liabilities for
shareholders. Portfolio turnover risk may cause the Fund’s performance to be
less than you expect.
•Intra-Day
Investment Risk. The
Fund seeks daily leveraged investment results, which should not be equated with
seeking an investment objective for shorter than a day. Thus, an investor who
purchases Fund shares after close of the markets on one trading day and before
the close of the markets on the next trading day will likely have more, or less,
than two times (2x) the leveraged investment exposure to XRP, depending upon the
movement of XRP from the end of one trading day until the time of purchase. If
XRP moves in a direction favorable to the Fund, the investor will receive less
than two times (2x) the exposure to XRP. Conversely, if XRP moves in a direction
adverse to the Fund, the investor will receive exposure to XRP greater than two
times (2x). Thus, an investor that purchases shares intra-day may experience
performance that is greater than, or less than, the Fund’s stated multiple of
XRP.
If
there is a significant intra-day market event and/or the price of XRP
experiences a significant change that is adverse to the Fund, the Fund may not
meet its investment objective or rebalance its portfolio appropriately.
Additionally, the Fund may close to purchases and sales of Shares prior to the
close of regular trading on the Exchange and incur significant
losses.
•Leverage
Risk. The
Fund seeks to achieve and maintain the exposure to the price of XRP by using
leverage. Therefore, the Fund is subject to leverage risk. When the Fund
purchases or sells an instrument or enters into a transaction without investing
an amount equal to the full economic exposure of the instrument or transaction,
it creates leverage, which can result in the Fund losing more than it originally
invested. As a result, these investments may magnify losses to the Fund, and
even a small market movement may result in significant losses to the Fund.
Leverage may also cause the Fund to be more volatile because it may exaggerate
the effect of any increase or decrease in the value of the Fund’s portfolio
securities. Swaps and futures trading involves a degree of leverage and as a
result, a relatively small price movement in the Reference Asset may result in
immediate and substantial losses to the Fund.
•Limited
Operating History Risk.
The Fund is a recently organized investment company with a limited operating
history. As a result, prospective investors have a limited track record or
history on which to base their investment decision.
•Liquidity
Risk.
Liquidity risk exists when particular investments are difficult to purchase or
sell. To the extent the Fund invests in illiquid investments or investments that
become less liquid, such investments may have a negative effect on the returns
of the Fund because the Fund may be unable to sell the illiquid investments at
an advantageous time or price. To the extent that the Fund’s principal
investment strategies involve investing in securities with substantial market
and/or credit risk, the Fund will tend to have the greatest exposure to
liquidity risk. Liquid investments may become illiquid after purchase by the
Fund, particularly
during
periods of market turmoil. Illiquid investments may be harder to value,
especially in changing markets, and if the Fund is forced to sell these
investments to meet redemption requests or for other cash needs, the Fund may
suffer a loss. There can be no assurance that an investment that is deemed to be
liquid when purchased will continue to be liquid for as long as it is held by
the Fund.
•Loss
Limitation Risk. While
the Fund may implement protective measures intended to limit losses or prevent
the Fund’s NAV from going to or below zero during periods of extreme volatility,
such measures are limited in scope and effectiveness. The Fund’s leveraged
positions can magnify losses in adverse markets, and an unscheduled rebalancing
may cause the Fund to realize losses already incurred and/or restrict the Fund’s
ability to benefit from subsequent market reversals. As a result, when loss
limiting measures are taken, the Fund may not fully participate in favorable
market movements and will not achieve its stated investment
objective.
•Market
Risk. Market
risks, including political, regulatory, market, and economic or other
developments, and developments that impact specific economic sectors, industries
or segments of the market, can affect the value of the Fund’s Shares. The Fund
is subject to the risk that the prices of, and the income generated by,
securities held by the Fund may decline significantly and/or rapidly in response
to adverse conditions or other developments, affecting (or that are perceived to
affect) individual companies or issuers, particular industries, or the market
generally. Such developments may include real or perceived changes in prevailing
interest rates, changes in inflation rates or expectations about inflation
rates, deflation, adverse investor confidence or sentiment, general outlook for
corporate earnings, changing economic, political (including geopolitical),
social or financial market conditions, bank failures, actual or threatened
imposition of tariffs (which may be imposed by U.S. and foreign governments) and
trade disruptions, recession, changes in currency and inflation rates, increased
instability or general uncertainty, environmental or natural disasters, extreme
weather or geological events, governmental actions, public health emergencies
(such as the spread of infectious diseases, pandemics and epidemics), debt
crises, terrorism, actual or threatened wars or other armed conflicts (such as
the armed conflicts across the Middle East and ongoing Russia-Ukraine war in
Europe, and the risk of expansion or collateral economic and other effects
thereof) or ratings downgrades, technological developments (including those
related to artificial intelligence) or failures (for example, widespread system
outages or disruptions or faulty updates to software applications) and other
similar events, each of which may be temporary or last for extended periods. For
example, the threat or actual imposition of tariffs, trade restrictions,
currency restrictions or similar actions (or retaliatory measures taken in
response to such actions) could adversely affect the Fund’s investments,
including by leading to price volatility, overall declines in the U.S. and
global investment markets, reduced liquidity and investment losses. These events
have caused, and may in the future cause, significant disruptions to business
operations, strained healthcare systems, disruptions to supply chains, large
expansion of government deficits and debt as a result of government actions to
mitigate the effects of such events, and widespread uncertainty regarding the
long-term effects of such events. Such events may cause the value of securities
owned by the Fund to go up or down, sometimes rapidly or unpredictably. There
also is a risk that policy and legislative changes by the U.S. Government and/or
Federal Reserve, or certain foreign governments and central banks, could cause
increased volatility in financial markets and higher levels of Fund redemptions,
which could have a negative impact on the Fund. These events may lead to periods
of volatility and increased redemptions, which could cause the Fund to
experience a loss when selling securities to meet redemption requests by
shareholders. The risk of loss increases if the redemption requests are
unusually large or frequent. Markets also tend to move in cycles, with periods
of rising and falling prices. If there is a general decline in the securities
and other markets, your investment in the Fund may lose value, regardless of the
individual results of the securities and other instruments in which the Fund
invests.
These
or similar events could be prolonged and could adversely affect the value and
liquidity of the Fund’s investments, impair the Fund’s ability to satisfy
redemption requests, and negatively impact the Fund’s performance. Furthermore,
economies and financial markets throughout the world are becoming increasingly
interconnected. As a result, whether or not the Fund invests in securities of
issuers located in or with significant exposure to countries experiencing
economic and financial difficulties, the value and liquidity of the Fund’s
investments may be negatively affected.
•Non-Correlation
Risk.
The performance of the Fund will not, and is not intended to, correlate exactly
to the performance of XRP and will vary somewhat due to factors such as fees and
expenses of the Fund, transaction costs, regulatory restrictions, and active
management of the Fund’s portfolio.
•Non-Diversification
Risk.
The Fund is considered to be non-diversified, which means that it may invest a
greater percentage of its assets in the securities of a single issuer or a
lesser number of issuers than if it was a diversified fund. As a result, the
Fund may be more exposed to the risks associated with and developments affecting
an individual issuer or a lesser number of issuers than a fund that invests more
widely. This may increase the Fund’s volatility and cause the performance of a
relatively small number of issuers to have a greater impact on the Fund’s
performance.
•Reverse
Repurchase Agreements Risk. A
reverse repurchase agreement is the sale by the Fund of a debt obligation to a
party for a specified price, with the simultaneous agreement by the Fund to
repurchase that debt obligation from that party on a future date at an agreed
upon price. Similar to borrowing, reverse repurchase agreements provide the Fund
with cash for investment purposes, which creates leverage and subjects the Fund
to the risks of leverage. Reverse repurchase agreements also involve the risk
that the other party may fail to return the securities in a timely manner or at
all. The Fund could lose money if it is unable to recover the securities and the
value of collateral held by the Fund, including the value of the investments
made with cash
collateral,
is less than the value of the securities. Reverse repurchase agreements also
create Fund expenses and require that the Fund have sufficient cash available to
purchase the debt obligations when required. Reverse repurchase agreements also
involve the risk that the market value of the debt obligation that is the
subject of the reverse repurchase agreement could decline significantly below
the price at which the Fund is obligated to repurchase the security.
Furthermore, reverse repurchase agreements cost the Fund interest expenses. The
Fund may enter into reverse repurchase agreements with a limited number of
counterparties, which may further expose the Fund to the risk that a
counterparty may be unwilling or unable to sell back the investment contemplated
by such arrangement or otherwise to meet its contractual
obligations.
•Spot
XRP ETP Risks.
In addition to the risks associated with XRP noted above, Spot XRP ETPs are
subject to additional risks:
◦ETP
Risk. The
Fund may invest in Spot XRP ETPs or use them as Reference Assets for XRP-related
investments. ETP shares trade like ETFs on a securities exchange. The price of a
Spot XRP ETP is derived from and based upon the value of spot XRP and cash held
by the Spot XRP ETP. However, shares of Spot XRP ETPs trade at market prices,
not NAV, which means they may trade at prices above or below the value of their
underlying portfolios. There can be no assurance that the returns of Spot XRP
ETPs will correspond, or be closely related, to the performance of XRP. The
level of risk involved in the purchase or sale of a Spot XRP ETP is similar to
the risk involved in the purchase or sale of an exchange-traded fund, except
that the pricing mechanism for a Spot XRP ETP is based on a basket of XRP and
cash. Thus, the risks of owning a Spot XRP ETP generally reflect the risks of
owning the underlying XRP and cash that the Spot XRP ETP holds. Spot XRP ETPs,
such as the Bitwise Physical XRP ETP, Virtune XRP ETP, and WisdomTree Physical
XRP ETP, have a relatively limited history of operations. Because certain Spot
XRP ETPs are relatively new products, their shares may have a lack of liquidity,
which could result in the market price of the Spot XRP ETP shares being more
volatile than the underlying portfolio of XRP and cash. Disruptions in the
markets for XRP could result in losses on investments in Spot XRP ETPs. In
addition, an actual trading market may not develop for Spot XRP ETP shares and
the listing exchange may halt trading of a Spot XRP ETP’s shares. Spot XRP ETPs
are subject to management fees and other fees that may increase their costs
versus the costs of owning XRP directly. The Fund will indirectly bear its
proportionate share of management fees and other expenses that are charged by
the Spot XRP ETP in addition to the management fees and other expenses paid by
the Fund. The Fund will pay brokerage commissions in connection with the
purchase and sale of shares of Spot XRP ETPs.
If
the process of creation and redemption of baskets for the Spot XRP ETPs
encounters any unanticipated difficulties, the possibility for arbitrage
transactions by APs intended to keep the price of the shares closely linked to
the price of XRP may not exist and, as a result, the price of the shares may
fall or otherwise diverge from NAV. The liquidity of the shares may also be
affected by the withdrawal from participation of APs. Security threats to the
Spot XRP ETP account at the custodian could result in the halting of the Spot
XRP ETP’s operations and a loss of the Spot XRP ETP’s assets or damage to the
reputation of the Spot XRP ETP, each of which could result in a reduction in the
value of the Fund’s Shares. The price used to calculate the value of a Spot XRP
ETP’s XRP may be volatile, adversely affecting the value of the Shares. If a
Spot XRP ETP’s custodian agreement is terminated or its custodian fails to
provide services as required, the Spot XRP ETP may need to find and appoint a
replacement custodian, which could pose a challenge to the safekeeping of the
Spot XRP ETP’s XRP, and the Spot XRP ETP’s ability to continue to operate may be
adversely affected. Loss of a critical banking relationship for, or the failure
of a bank used by, a Spot XRP ETP’s prime execution agent could adversely impact
the Spot XRP ETP’s ability to create or redeem baskets, or could cause losses to
the Spot XRP ETPs. A Spot XRP ETP may suspend the issuance of shares at any time
which will impact the price of shares of a Spot XRP ETP, resulting in a
significant difference (premium/discount) between the Spot XRP ETP’s market
price and its net asset value. Additionally, the Fund may be unable to transact
in the shares of the Spot XRP ETP at an acceptable price and therefore the Fund
may be unable to achieve its investment objective.
◦Exposure
Concentration Risk.
It is currently expected that the Fund will derive a significant amount of its
exposure to the price performance of XRP as a result of investing directly in
Spot XRP ETPs or swap agreements or options that reference Spot XRP ETPs. As a
result, the Fund’s performance will be highly dependent on the performance of
the Spot XRP ETPs. If shares of the Spot XRP ETPs were to be delisted or lose
their entire value, Fund Shares would also be expected to suffer a loss of
value. The Fund’s strategy makes the Fund extremely susceptible to
issuer-specific events relating to the Spot XRP ETPs that may not necessarily
affect the XRP market more broadly. This inherently makes an investment in the
Fund riskier than an investment in a fund that provides more diversified
exposure. Neither the Fund nor the Adviser have conducted due diligence upon the
Spot XRP ETPs and make no representations or warranties whatsoever regarding the
Spot XRP ETPs’ ability to acquire, dispose of or maintain proper custody of XRP.
In the event that there is an issue regarding the Spot XRP ETPs’ ability to
acquire, dispose of or maintain proper custody of XRP, the Fund’s returns will
be negatively impacted.
◦Foreign
Securities Risk. The
Spot XRP ETPs that are used as Reference Assets for the Fund’s XRP-related
investments, or in which the Fund may invest directly, may be domiciled in
foreign countries and listed on foreign exchanges. ETPs domiciled in Europe may
be less liquid than U.S. ETPs and their trading activity may be fractured as a
result of listing on multiple exchanges. A European ETP may also trade in
multiple currencies. Changes in currency exchange rates affect the value of
investments denominated in a foreign currency, and therefore the value of such
investments in the Fund’s portfolio. The Fund’s NAV could decline if a currency
to which the Fund has exposure depreciates against the U.S. dollar or if there
are
delays
or limits on repatriation of such currency. Currency exchange rates can be very
volatile and can change quickly and unpredictably. As a result, the value of an
investment in the Fund may change quickly and without warning.
Investments
in non-U.S. securities involve certain risks that may not be present with
investments in U.S. securities. These include risks of adverse changes in
foreign economic, political, regulatory and other conditions, or changes in
currency exchange rates or exchange control regulations (including limitations
on currency movements and exchanges). The securities of some foreign companies
may be less liquid and, at times, more volatile than securities of comparable
U.S. companies. There may be less information publicly available about a
non-U.S. issuer than a U.S. issuer. Non-U.S. issuers may be subject to different
accounting, auditing, financial reporting and investor protection standards than
U.S. issuers. Investments in non-U.S. securities may be subject to withholding
or other taxes and may be subject to additional trading, settlement, custodial,
and operational risks. With respect to certain countries, there is the
possibility of government intervention and expropriation or nationalization of
assets. Because legal systems differ, there also is the possibility that it will
be difficult to obtain or enforce legal judgments in certain countries. Since
foreign exchanges may be open on days when the Fund does not price its shares,
the value of the securities in the Fund’s portfolio may change on days when
shareholders will not be able to purchase or sell the Fund’s shares. Conversely,
Shares may trade on days when foreign exchanges are closed. Each of these
factors can make investments in the Fund more volatile and potentially less
liquid than other types of investments.
•Subsidiary
Investment Risk. By
investing in the Subsidiary, the Fund is indirectly exposed to the risks
associated with the Subsidiary’s investments. The derivatives and other
investments held by the Subsidiary are generally similar to those that are
permitted to be held by the Fund and are subject to the same risks that apply to
similar investments if held directly by the Fund. The Subsidiary is not
registered under the 1940 Act, and, unless otherwise noted in this Prospectus,
is not subject to all the investor protections of the 1940 Act. Changes in the
laws of the United States and/or the Cayman Islands could result in the
inability of the Fund and/or the Subsidiary to continue to operate as it does
currently and could adversely affect the Fund. For example, the Cayman Islands
does not currently impose any income, corporate or capital gains tax or
withholding tax on the Subsidiary. If Cayman Islands law changes such that the
Subsidiary must pay Cayman Islands taxes, the Fund shareholders would likely
suffer decreased investment returns.
•Tax
Risk. As
a RIC, the Fund must derive at least 90% of its gross income each taxable year
from certain qualifying sources of income under the Code. The income of the Fund
from direct XRP-related investments is not expected to generate qualifying
income for purposes of the “Qualifying Income Requirement” (as described more
fully in the section titled “Federal Income Taxes” in the SAI). Failure to
satisfy the Qualifying Income Requirement would generally cause the Fund to fail
to qualify as a RIC and be subject to federal income tax at the Fund level. To
the extent the Fund invests directly in XRP-related investments, the Fund will
seek to restrict its income from such instruments that do not generate
qualifying income to a maximum of 10% of its gross income (when combined with
its other investments that produce non-qualifying income) to comply with the
Qualifying Income Requirement necessary for the Fund to qualify as a RIC under
Subchapter M of the Code. However, the Fund may generate more non-qualifying
income than anticipated, may not be able to generate qualifying income in a
particular taxable year at levels sufficient to meet the Qualifying Income
Requirement, or may not be able to accurately predict the non-qualifying income
from these investments.
The
Fund may gain most of its exposure to XRP through its investment in its
Subsidiary, which invests directly in XRP-related investments, including swaps,
futures contracts and reverse repurchase agreements. In order for the Fund to
qualify as a RIC under Subchapter M of the Code, the Fund must, among other
requirements, derive at least 90% of its gross income for each taxable year from
sources generating “qualifying income” for purposes of the “qualifying income
test,” which is described in more detail in the section titled “Federal Income
Taxes” in the SAI. The Fund’s investment in its Subsidiary is expected to
provide the Fund with exposure to XRP-related investments within the limitations
of the federal tax requirements of Subchapter M of the Code for qualification as
a RIC. The “Subpart F” income (defined in Section 951 of the Code to include
passive income) of the Fund attributable to its investment in its Subsidiary is
“qualifying income” to the Fund to the extent that such income is derived with
respect to the Fund’s business of investing in stock, securities or currencies.
The Fund expects its “Subpart F” income attributable to its investment in its
Subsidiary to be derived with respect to the Fund’s business of investing in
stock, securities or currencies and accordingly expects its “Subpart F” income
attributable to its investment in its Subsidiary to be treated as “qualifying
income.” The Fund generally will be required to include in its own taxable
income and the “Subpart F” income of its Subsidiary for a tax year, regardless
of whether the Fund receives a distribution of its Subsidiary’s income in that
tax year, and this income would nevertheless be subject to the distribution
requirement for qualification as a regulated investment company and would be
taken into account for purposes of the 4% excise tax. The Adviser will carefully
monitor the Fund’s investments in its Subsidiary to ensure that no more than 25%
of the Fund’s assets are invested in its Subsidiary to comply with the Asset
Diversification Test as described in more detail in the SAI.
The
extent to which the Fund invests in XRP-related investments will be limited by
the Qualifying Income Requirement and the Asset Diversification Test (as
described in the SAI), which the Fund must continue to satisfy to maintain its
status as a RIC. The Fund intends to enter into reverse purchase agreements to
facilitate compliance with the Asset Diversification Test. There are no
assurances that the IRS will agree with the Fund’s application of the Asset
Diversification Test to its holdings. The Fund’s failure to comply with the
requirements for qualification as a RIC could have significant negative tax
consequences to Fund shareholders.
In
such event, in order to re-qualify for taxation as a RIC, the Fund may be
required to recognize unrealized gains, pay substantial taxes and interest and
make certain distributions. If the Fund does not qualify as a RIC for any
taxable year and certain relief provisions are not available, the Fund’s taxable
income would be subject to tax at the Fund level and to a further tax at the
shareholder level when such income is distributed. This would cause investors to
incur higher tax liabilities than they otherwise would have incurred and would
have a negative impact on Fund returns. In such event, the Board may determine
to reorganize or close the Fund or materially change the Fund’s investment
objective and strategies. In the event that the Fund fails to qualify as a RIC,
the Fund will promptly notify shareholders of the implications of that failure.
The tax treatment of certain XRP-related investments may be affected by future
regulatory or legislative changes that could affect the character, timing,
and/or amount of the Fund’s taxable income or gains and
distributions.
•Valuation
Risk.
The Fund or the Subsidiary may hold securities or other assets that may be
valued on the basis of factors other than readily available market quotations.
This may occur because the asset or security does not trade on a centralized
exchange, or in times of market turmoil or reduced liquidity. There are multiple
methods that can be used to value a portfolio holding when market quotations are
not readily available. The value established for any portfolio holding at a
point in time might differ from what would be produced using a different
methodology or if it had been priced using market quotations. Portfolio holdings
that are valued using techniques other than market quotations, including “fair
valued” assets or securities, may be subject to greater fluctuation in their
valuations from one day to the next than if market quotations were
used.
In
addition, there is no assurance that the Fund or the Subsidiary could sell or
close out a portfolio position for the value established for it at any time, and
it is possible that the Fund or the Subsidiary would incur a loss because a
portfolio position is sold or closed out at a discount to the valuation
established by the Fund or the Subsidiary at that time. The Adviser’s ability to
value investments may be impacted by technological issues or errors by pricing
services or other third-party service providers.
•Volatility
Risk. The
value of certain of the Fund’s investments, including XRP-related investments,
is subject to market risk. Market risk is the risk that the value of the
investments to which the Fund is exposed will fall, which could occur due to
general market or economic conditions or other factors.
•Whipsaw
Markets Risk.
The Fund may be subject to the forces of “whipsaw” markets (as opposed to choppy
or stable markets), in which significant price movements develop but then
repeatedly reverse. “Whipsaw” describes a situation where a security’s price is
moving in one direction but then quickly pivots to move in the opposite
direction. There are two types of whipsaw patterns. The first involves an upward
movement in a price, which is then followed by a drastic downward move causing
the price to fall relative to its original position. The second type occurs when
a share price drops in value for a short time and then suddenly surges upward to
a positive gain relative to the original position. Such market conditions could
cause substantial losses to the Fund.
•XRP-Related
Company Risk. If
the Fund is unable to obtain its desired exposure to XRP Swaps, the Fund may
obtain exposure by investing in or shorting securities of “XRP-related
companies.” There can be no assurance that the returns of XRP-related companies
will correspond, or be closely-related, to the performance of XRP. XRP-related
companies face rapid changes in technology, intense competition including the
development and acceptance of competing platforms or technologies, loss or
impairment of intellectual property rights, cyclical economic patterns, shifting
consumer preferences, evolving industry standards, adverse effects of changes to
a network’s or software’s protocols, a rapidly changing regulatory environment,
and dependency on certain key personnel (including highly skilled financial
services professionals and software engineers). XRP-related companies may be
susceptible to operational and information security risks including those
associated with hardware or software failures, interruptions, or delays in
service by third party vendors, and security breaches. Certain XRP-related
companies may be subject to the risks associated with investing directly in
XRP.
PORTFOLIO
HOLDINGS INFORMATION
Information
about the Fund’s daily portfolio holdings is available at www.teucrium.com. A
complete description of the Fund’s policies and procedures with respect to the
disclosure of the Fund’s portfolio holdings is available in the Fund’s Statement
of Additional Information (the “SAI”).
MANAGEMENT
Investment
Adviser
Teucrium
Investment Advisors, LLC, located at Three Main Street, Suite 215, Burlington,
Vermont 05401, serves as the investment adviser for the Fund. The Adviser,
subject to the general supervision and oversight of the Board, provides an
investment management program for the Fund and manages the day-to-day investment
of the Fund’s assets. The Adviser also arranges for transfer agency, custody,
fund administration, distribution and all other services necessary for the Fund
to operate. The Adviser is an SEC-registered investment adviser wholly owned by
Teucrium Trading, LLC.
The
Adviser continuously reviews, supervises, and administers the Fund’s investment
program. The Board supervises the Adviser and establishes policies that the
Adviser must follow in its day-to-day management activities. For the services it
provides to the Fund, the
Adviser
is entitled to a unified management fee, which is calculated daily and paid
monthly, at an annual rate of 1.89% based on the Fund’s average daily net
assets.
Pursuant
to an investment advisory agreement between the Trust, on behalf of the Fund,
and the Adviser (the “Advisory Agreement”), the Adviser has agreed to pay all
expenses of the Fund except the fee payable to the Adviser under the Advisory
Agreement, interest charges on any borrowings, dividends and other expenses on
securities sold short, taxes, brokerage commissions and other expenses incurred
in placing orders for the purchase and sale of securities and other investment
instruments, acquired fund fees and expenses, accrued deferred tax liability,
extraordinary expenses, and distribution fees and expenses paid by the Trust
under any distribution plan adopted pursuant to Rule 12b-1 under the 1940
Act.
A
discussion of the basis for the Board’s approval of the Advisory Agreement is
available in the Fund’s Form
N-CSR
filing with the SEC for the fiscal period ended December 31, 2025.
Management
of the Subsidiary
The
Adviser also serves as the investment adviser and has overall responsibility for
the general management and administration of the Subsidiary, pursuant to an
investment advisory agreement between the Adviser and the Subsidiary. Under the
agreement, the Adviser provides the Subsidiary with the same type of management,
under essentially the same terms, as it provides the Fund, including that the
Adviser has agreed to pay all expenses of the Subsidiary except for the
management fee paid to the Adviser pursuant to its investment management
agreement with the Subsidiary, interest charges on any borrowings, taxes,
brokerage commissions and other expenses incurred in placing orders for the
purchase and sale of securities and other investment instruments, acquired fund
fees and expenses, accrued deferred tax liability, and extraordinary expenses.
The Adviser, however, has agreed to waive the management fee of 1.89% to be paid
by the Subsidiary. This waiver will continue in effect for so long as the Fund
invests in the Subsidiary, and at least through April 30, 2027. The waiver
may be terminated by the Adviser at the conclusion of any one-year term or by
the Subsidiary’s Board of Directors at any time, or when the Adviser ceases to
serve as such. The Subsidiary has also entered into separate contracts for the
provision of custody, transfer agency, and accounting services with the same
service providers that provide those services to the Fund.
Portfolio
Managers
The
individuals identified below are jointly and primarily responsible for the
day-to-day management of the Fund’s portfolio.
Springer
Harris joined Teucrium Trading, LLC, the parent company of the Adviser, in April
2011. He has primary responsibilities for the Trade Operations for the Teucrium
Funds. Prior to joining the firm, Mr. Harris was an Account Executive with
Emergent Social Media Team at Weber Shandwick, a global public relations firm.
He graduated cum laude with a B.A. in Business Management.
Joran
Haugens joined Teucrium Trading, LLC in December of 2022. He has
responsibilities for trade operations and execution for the Teucrium Funds.
Prior to joining the firm, he worked as an account executive at ED&F Man
Capital with a focus on agricultural commodities providing support, information,
research, account management and execution for a wide range of customers. Mr.
Haugens has more than 20 years of experience in execution and is Series 3
certified.
Chris
Small joined Teucrium Trading, LLC in April of 2025. He is responsible for the
execution and implementation of Teucrium’s growing suite of ETF’s and
contributes to the development of new products in Teucrium’s multi-asset
white-label platform. Prior to joining the firm, he worked as the Director of
Trading at Boston-based asset manager Windham Capital from March 2015 until
December 2024. Mr. Small graduated from Middlebury College in Vermont and
studied economics, premedical coursework, and political science.
The
SAI provides additional information about the Portfolio Managers’ compensation
structure, other accounts managed by the Portfolio Managers and the Portfolio
Managers’ ownership of Shares.
Other
Service Providers
PINE
Distributors LLC, (the “Distributor”), located at 501 South Cherry Street, Suite
610, Denver, Colorado 80246, serves as distributor and principal underwriter to
the Fund. The Distributor will not distribute Shares in less than whole Creation
Units, and it does not maintain a secondary market in the Shares. The
Distributor is a broker-dealer registered under the Securities Exchange Act of
1934 and a member of the Financial Industry Regulatory Authority, Inc.
(“FINRA”). The Distributor has no role in determining the policies of the Fund
or the securities that are purchased or sold by the Fund and is not affiliated
with the Adviser or any of its affiliates.
U.S.
Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services,
located at 615 East Michigan Street, Milwaukee, Wisconsin 53202, serves as the
administrator, transfer agent and index receipt agent (as applicable) for the
Fund.
U.S.
Bank National Association, located at 1555 North Rivercenter Drive, Suite 302,
Milwaukee, Wisconsin 53212, serves as the custodian for the Fund.
Morgan,
Lewis & Bockius LLP, located at 1111 Pennsylvania Avenue, N.W., Washington,
D.C. 20004, serves as legal counsel to the Trust.
Cohen
& Company, Ltd., located at 1835 Market Street, Suite 310, Philadelphia,
Pennsylvania 19103, serves as the Fund’s independent registered public
accounting firm. The independent registered public accounting firm is
responsible for auditing the annual financial statements of the Fund.
HOW
TO BUY AND SELL SHARES
The
Fund issues and redeems Shares only in Creation Units at the NAV per share next
determined after receipt of an order from an AP. Only APs may acquire Shares
directly from the Fund, and only APs may tender their Shares for redemption
directly to the Fund, at NAV. APs must be a member or participant of a clearing
agency registered with the SEC and must execute a Participant Agreement that has
been agreed to by the Distributor, and that has been accepted by the Fund’s
transfer agent, with respect to purchases and redemptions of Creation Units.
Once created, Shares trade in the secondary market in quantities less than a
Creation Unit.
Most
investors buy and sell Shares in secondary market transactions through brokers.
Individual Shares are listed for trading on the secondary market on the Exchange
and can be bought and sold throughout the trading day like other publicly traded
securities.
When
buying or selling Shares through a broker, you will incur customary brokerage
commissions and charges, and you may pay some or all of the spread between the
bid and the offer price in the secondary market on each leg of a round trip
(purchase and sale) transaction. In addition, because secondary market
transactions occur at market prices, you may pay more than NAV when you buy
Shares and receive less than NAV when you sell those Shares.
Book
Entry
Shares
are held in book-entry form, which means that no stock certificates are issued.
The Depository Trust Company (the “DTC”) or its nominee is the record owner of
all outstanding Shares.
Investors
owning Shares are beneficial owners as shown on the records of DTC or its
participants. DTC serves as the securities depository for all Shares. DTC’s
participants include securities brokers and dealers, banks, trust companies,
clearing corporations and other institutions that directly or indirectly
maintain a custodial relationship with DTC. As a beneficial owner of Shares, you
are not entitled to receive physical delivery of stock certificates or to have
Shares registered in your name, and you are not considered a registered owner of
Shares. Therefore, to exercise any right as an owner of Shares, you must rely
upon the procedures of DTC and its participants. These procedures are the same
as those that apply to any other securities that you hold in book entry or
“street name” through your brokerage account.
Frequent
Purchases and Redemptions of Shares
The
Fund imposes no restrictions on the frequency of purchases and redemptions of
Shares. In determining not to approve a written, established policy, the Board
evaluated the risks of market timing activities by Fund shareholders. Purchases
and redemptions by APs, who are the only parties that may purchase or redeem
Shares directly from the Fund, are an essential part of the ETF process and help
keep Share trading prices in line with NAV. As such, the Fund accommodates
frequent purchases and redemptions by APs. However, frequent purchases and
redemptions for cash may increase tracking error and portfolio transaction costs
and lead to the realization of capital gains. The Fund’s fair valuation of their
holdings consistent with the 1940 Act and Rule 2a-5 thereunder and their ability
to impose transaction fees on purchases and redemptions of Creation Units to
cover the custodial and other costs incurred by the Fund in effecting trades
help to minimize the potential adverse consequences of frequent purchases and
redemptions.
Determination
of Net Asset Value
The
Fund’s NAV is calculated as of the scheduled close of regular trading on the New
York Stock Exchange (the “NYSE”), generally 4:00 p.m. Eastern Time, each day the
NYSE is open for business. The NAV for the Fund is calculated by dividing the
Fund’s net assets by its Shares outstanding.
In
calculating its NAV, the Fund generally values its assets on the basis of market
quotations, last sale prices, or estimates of value furnished by a pricing
service or brokers who make markets in such instruments. In particular, the Fund
generally values equity securities traded on any recognized U.S. or non-U.S.
exchange at the last sale price or official closing price on the exchange or
system on which they are principally traded. Similarly, the Fund generally
values its swap agreement investments based on the reference assets’
(e.g.,
a Spot XRP ETP) closing price on its primary listing exchange. If such
information is not available for an investment held by the Fund or is determined
to be unreliable, the investment will be valued by the Adviser at fair value
pursuant to procedures established by the Adviser and approved by the Board (as
described below).
Fair
Value Pricing
The
Adviser has been designated by the Board as the valuation designee for the Fund
pursuant to Rule 2a-5 under the 1940 Act. In its capacity as valuation designee,
the Adviser has adopted procedures and methodologies to fair value Fund
investments whose market prices are not “readily available” or are deemed to be
unreliable. For example, such circumstances may arise when: (i) an investment
has been de-listed or has had its trading halted or suspended; (ii) an
investment’s primary pricing source is unable or unwilling to provide a price;
(iii) an investment’s primary trading market is closed during regular market
hours; or (iv) an investment’s value is materially affected by events occurring
after the close of the investment’s primary trading market. Generally, when fair
valuing an investment held by the Fund, the Adviser will take into account all
reasonably available information that may be relevant to a
particular
valuation including, but not limited to, fundamental analytical data regarding
the issuer, information relating to the issuer’s business, recent trades or
offers of the investment, general and/or specific market conditions and the
specific facts giving rise to the need to fair value the investment. Fair value
determinations are made in good faith and in accordance with the fair value
methodologies established by the Adviser. Due to the subjective and variable
nature of determining the fair value of a security or other investment, there
can be no assurance that the Adviser’s determined fair value will match or
closely correlate to any market quotation that subsequently becomes available or
the price quoted or published by other sources. In addition, the Fund may not be
able to obtain the fair value assigned to an investment if the Fund were to sell
such investment at or near the time its fair value is determined.
Investments
by Registered Investment Companies
Section
12(d)(1) of the 1940 Act and the rules thereunder limit investments by
registered investment companies in the securities of other investment companies.
Registered investment companies are permitted to invest in the Fund beyond the
limits set forth in section 12(d)(1), subject to certain terms and conditions,
including that such investment companies enter into an agreement with the Fund.
Delivery
of Shareholder Documents – Householding
Householding
is an option available to certain investors of the Fund. Householding is a
method of delivery, based on the preference of the individual investor, in which
a single copy of certain shareholder documents can be delivered to investors who
share the same address, even if their accounts are registered under different
names. Householding for the Fund is available through certain broker-dealers. If
you are interested in enrolling in householding and receiving a single copy of
prospectuses and other shareholder documents, please contact your broker-dealer.
If you are currently enrolled in householding and wish to change your
householding status, please contact your broker-dealer.
DIVIDENDS,
DISTRIBUTIONS, AND TAXES
Dividends
and Distributions
The
Fund expects to pay out dividends in cash, if any, and distribute any net
realized capital gains to its shareholders at least annually. The Fund will
declare and pay capital gain distributions in cash, if any. Distributions in
cash may be reinvested automatically in additional whole Shares only if the
broker through whom you purchased Shares makes such option available. Your
broker is responsible for distributing the income and capital gain distributions
to you.
Taxes
The
following discussion is a summary of certain important U.S. federal income tax
considerations generally applicable to investments in the Fund. Your investment
in the Fund may have other tax implications. Please consult your tax advisor
about the tax consequences of an investment in Shares, including the possible
application of foreign, state, and local tax laws. This summary does not apply
to Shares held in an IRA or other tax-qualified plans, which are generally not
subject to current tax. Transactions relating to Shares held in such accounts
may, however, be taxable at some time in the future. This summary is based on
current tax laws, which may change.
The
Fund intends to qualify each year for treatment as a RIC. If it meets certain
minimum distribution requirements, a RIC is not subject to tax at the fund level
on income and gains from investments that are timely distributed to
shareholders. However, the Fund’s failure to qualify as a RIC or to meet minimum
distribution requirements would result (if certain relief provisions were not
available) in fund-level taxation and, consequently, a reduction in income
available for distribution to shareholders.
Unless
your investment in Shares is made through a tax-exempt entity or tax-advantaged
account, such as an IRA, you need to be aware of the possible tax consequences
when the Fund makes distributions, when you sell your Shares listed on the
Exchange, and when you purchase or redeem Creation Units (APs only).
Taxes
on Distributions
The
Fund intends to distribute, at least annually, substantially all of its net
investment income and net capital gains. For federal income tax purposes,
distributions of investment income are generally taxable as ordinary income or
qualified dividend income. Taxes on distributions of capital gains (if any) are
determined by how long the Fund owned the investments that generated them,
rather than how long a shareholder has owned his or her Shares. Sales of assets
held by the Fund for more than one year generally result in long-term capital
gains and losses, and sales of assets held by the Fund for one year or less
generally result in short-term capital gains and losses. Distributions of the
Fund’s net capital gain (the excess of net long-term capital gains over net
short-term capital losses) that are reported by the Fund as capital gain
dividends (“Capital Gain Dividends”) will be taxable as long-term capital gains,
which for non-corporate shareholders are subject to tax at reduced rates of up
to 20% (lower rates apply to individuals in lower tax brackets). Distributions
of short-term capital gain will generally be taxable as ordinary income.
Dividends and distributions are generally taxable to you whether you receive
them in cash or reinvest them in additional Shares.
Distributions
reported by the Fund as “qualified dividend income” are generally taxed to
non-corporate shareholders at rates applicable to long-term capital gains,
provided holding period and other requirements are met. “Qualified dividend
income” generally is income derived from dividends paid by U.S. corporations or
certain foreign corporations that are either incorporated in a U.S. possession
or eligible for tax benefits under certain U.S. income tax treaties. In
addition, dividends that the Fund receives in respect of stock of certain
foreign corporations may be qualified dividend income if that stock is readily
tradable on an established U.S. securities
market.
Corporate shareholders may be entitled to a dividends received deduction for the
portion of dividends they receive from the Fund that are attributable to
dividends received by the Fund from U.S. corporations, subject to certain
limitations. For such dividends to be taxed as qualified dividend income to a
non-corporate shareholder, the Fund must satisfy certain holding period
requirements with respect to the underlying stock and the non-corporate
shareholder must satisfy holding period requirements with respect to his or her
ownership of the Fund’s Shares. Holding periods may be suspended for these
purposes for stock that is hedged. The Fund’s investment strategy will
significantly limit its ability to distribute dividends eligible to be treated
as qualified dividend income.
In
the case of corporate shareholders, Fund distributions (other than Capital Gain
Dividends) generally qualify for the dividends received deduction to the extent
such distributions are so reported and do not exceed the gross amount of
qualifying dividends received by the Fund for the year. Generally, and subject
to certain limitations (including certain holding period limitations), a
dividend will be treated as a qualifying dividend if it has been received from a
domestic corporation. Certain of the Fund’s investment strategies will
significantly limit their ability to make distributions eligible for the
dividends received deduction.
A
RIC that receives business interest income may pass through its net business
interest income for purposes of the tax rules applicable to the interest expense
limitations under Section 163(j) of the Code. A RIC’s total “Section 163(j)
Interest Dividend” for a tax year is limited to the excess of the RIC’s business
interest income over the sum of its business interest expense and its other
deductions properly allocable to its business interest income. A RIC may, in its
discretion, designate all or a portion of ordinary dividends as Section 163(j)
Interest Dividends, which would allow the recipient shareholder to treat the
designated portion of such dividends as interest income for purposes of
determining such shareholder’s interest expense deduction limitation under
Section 163(j) of the Code. This can potentially increase the amount of a
shareholder’s interest expense deductible under Section 163(j) of the Code. In
general, to be eligible to treat a Section 163(j) Interest Dividend as interest
income, you must have held your shares in the Fund for more than 180 days during
the 361-day period beginning on the date that is 180 days before the date on
which the share becomes ex-dividend with respect to such dividend. Section
163(j) Interest Dividends, if so designated by the Fund, will be reported to
your financial intermediary or otherwise in accordance with the requirements
specified by the Internal Revenue Service (“IRS”).
Shortly
after the close of each calendar year, you will be informed of the amount and
character of any distributions received from the Fund.
In
general, your distributions are subject to federal income tax for the year in
which they are paid. Certain distributions paid in January, however, may be
treated as paid on December 31 of the prior year. Distributions are generally
taxable even if they are paid from income or gains earned by the Fund before
your investment (and thus were included in the Shares’ NAV when you purchased
your Shares).
You
should note that if you purchase shares just before a distribution, the purchase
price would reflect the amount of the upcoming distribution. In this case, you
would be taxed on the entire amount of the distribution received, even though,
as an economic matter, the distribution simply constitutes a return of your
investment. This is known as “buying a dividend” and should generally be avoided
by taxable investors.
If
you are neither a resident nor a citizen of the United States or if you are a
foreign entity, distributions (other than Capital Gain Dividends) paid to you by
the Fund will generally be subject to a U.S. withholding tax at the rate of 30%,
unless a lower treaty rate applies. Gains from the sale or other disposition of
your Shares from non-U.S. shareholders generally are not subject to U.S.
taxation, unless you are a nonresident alien individual who is physically
present in the U.S. for 183 days or more per year. The Fund may, under certain
circumstances, report all or a portion of a dividend as an “interest-related
dividend” or a “short-term capital gain dividend,” which would generally be
exempt from this 30% U.S. withholding tax, provided certain other requirements
are met. Different tax consequences may result if you are a foreign shareholder
engaged in a trade or business within the United States or if a tax treaty
applies.
Under
legislation generally known as “FATCA” (the Foreign Account Tax Compliance Act),
the Fund is required to withhold 30% of certain ordinary dividends it pays to
shareholders that are foreign entities and that fail to meet prescribed
information reporting or certification requirements.
The
Fund (or a financial intermediary, such as a broker, through which a shareholder
owns Shares) generally is required to withhold and remit to the U.S. Treasury a
percentage (currently 24%) of the taxable distributions and sale proceeds paid
to any shareholder who fails to properly furnish a correct taxpayer
identification number, who has underreported dividend or interest income, or who
fails to certify that the shareholder is not subject to such withholding. Backup
withholding is not an additional tax and any amounts withheld may be credited
against the shareholder’s ultimate U.S. tax liability.
Taxes
When Shares are Sold on the Exchange
Provided
that a shareholder holds Shares as capital assets, any capital gain or loss
realized upon a sale or exchange of Shares generally is treated as a long-term
capital gain or loss if Shares have been held for more than one year and as a
short-term capital gain or loss if Shares have been held for one year or less.
However, any capital loss on a sale of Shares held for six months or less is
treated as long-term capital loss to the extent of Capital Gain Dividends paid
with respect to such Shares. Any loss realized on a sale will be disallowed to
the extent Shares are acquired, including through reinvestment of dividends,
within a 61-day period beginning 30 days before and ending 30 days after the
disposition of Shares. The ability to deduct capital losses may be
limited.
The
cost basis of Shares acquired by purchase will generally be based on the amount
paid for the Shares and then may be subsequently adjusted for other applicable
transactions as required by the Code. The difference between the selling price
and the cost basis of Shares generally determines the amount of the capital gain
or loss realized on the sale or exchange of Shares. Contact the broker through
whom you purchased your Shares to obtain information with respect to the
available cost basis reporting methods and elections for your account.
Taxes
on Purchases and Redemptions of Creation Units
An
AP having the U.S. dollar as its functional currency for U.S. federal income tax
purposes who exchanges securities for Creation Units generally recognizes a gain
or a loss. The gain or loss will be equal to the difference between the value of
the Creation Units at the time of the exchange and the exchanging AP’s aggregate
basis in the securities delivered plus the amount of any cash paid for the
Creation Units. An AP who exchanges Creation Units for securities will generally
recognize a gain or loss equal to the difference between the exchanging AP’s
basis in the Creation Units and the aggregate U.S. dollar market value of the
securities received, plus any cash received for such Creation Units. The IRS may
assert, however, that a loss that is realized upon an exchange of securities for
Creation Units may not be currently deducted under the rules governing “wash
sales” (for an AP who does not mark-to-market their holdings) or on the basis
that there has been no significant change in economic position. APs exchanging
securities should consult their own tax advisor with respect to whether wash
sale rules apply and when a loss might be deductible.
The
Fund may include a payment of cash in addition to, or in place of, the delivery
of a basket of securities upon the redemption of Creation Units. The Fund may
sell portfolio securities to obtain the cash needed to distribute redemption
proceeds. This may cause the Fund to recognize investment income and/or capital
gains or losses that it might not have recognized if it had completely satisfied
the redemption in kind. As a result, the Fund may be less tax efficient if it
includes such a cash payment in the proceeds paid upon the redemption of
Creation Units.
Taxation
of the Subsidiaries
There
is, at present, no direct taxation in the Cayman Islands and interest, dividends
and gains payable to the Subsidiary will be received free of all Cayman Islands
taxes. The Subsidiary is registered as an “exempted company” pursuant to the
Companies Law (as amended). The Subsidiary expects to obtain an undertaking from
the Governor in Cabinet of the Cayman Islands to the effect that, for a period
of twenty years from the date of the undertaking, no law that thereafter is
enacted in the Cayman Islands imposing any tax or duty to be levied on profits,
income or on gains or appreciation, or any tax in the nature of estate duty or
inheritance tax, will apply to any property comprised in or any income arising
under the Subsidiary, or to the shareholders thereof, in respect of any such
property or income.
Investments
in Complex Securities
The
Fund may gain most of its exposure to XRP-related investments through its
investment in its Subsidiary, which invests directly in the XRP-related
investments. The Fund’s investment in its Subsidiary is expected to provide the
Fund with exposure to the XRP-related investments within the limitations of the
federal tax requirements of Subchapter M of the Code for qualification as a RIC.
The “Subpart F” income (defined in Section 951 of the Code to include passive
income, including from XRP-related investments) of the Fund attributable to its
investment in its Subsidiary is “qualifying income” to the Fund to the extent
that such income is derived with respect to the Fund’s business of investing in
stock, securities or currencies. The Fund expects its “Subpart F” income
attributable to its investment in its Subsidiary to be derived with respect to
the Fund’s business of investing in stock, securities or currencies and
accordingly expects its “Subpart F” income attributable to its investment in its
Subsidiary to be treated as “qualifying income.” The Adviser will carefully
monitor the Fund’s investments in its Subsidiary to ensure that no more than 25%
of the Fund’s assets are invested in its Subsidiary.
Certain
of the Fund’s investments, such as investments in XRP-related derivatives, when
made directly, may not produce qualifying income to the Fund. To the extent the
Fund invests in XRP-related derivatives, the Fund will seek to restrict its
income from such instruments that do not generate qualifying income to a maximum
of 10% of its gross income (when combined with its other investments that
produce non-qualifying income).
If
the Fund fails to qualify as a RIC and to avail itself of certain relief
provisions, it would be subject to tax at the regular corporate rate without any
deduction for distributions to shareholders, and its distributions would
generally be taxable as dividends. Please see the SAI for a more detailed
discussion, including the availability of certain relief provisions for certain
failures by the Fund to qualify as a RIC.
Net
Investment Income Tax
U.S.
individuals with income exceeding specified thresholds are subject to a 3.8% tax
on all or a portion of their “net investment income,” which includes interest,
dividends, and certain capital gains (generally including capital gains
distributions and capital gains realized on the sale of Shares). This 3.8% tax
also applies to all or a portion of the undistributed net investment income of
certain shareholders that are estates and trusts.
Foreign
Investments by the Fund
The
Fund invests in foreign securities. Interest and other income received by the
Fund with respect to foreign securities may give rise to withholding and other
taxes imposed by foreign countries. Tax conventions between certain countries
and the United States may reduce or eliminate such taxes. If as of the close of
a taxable year more than 50% of the value of the Fund’s assets consists of
certain foreign stock or securities, the Fund will be eligible to elect to “pass
through” to investors the amount of foreign income and similar taxes (including
withholding taxes) paid by the Fund during that taxable year. This means that
investors would be considered to have received as additional income their
respective shares of such foreign taxes but may be entitled to either a
corresponding tax deduction in calculating taxable income, or, subject to
certain limitations, a credit in calculating federal income tax. If the Fund
does not so elect, it will be entitled to claim a deduction for certain foreign
taxes incurred by the Fund. The Fund (or a financial intermediary, such as a
broker, through which a shareholder owns Shares) will notify you if it makes
such an election and provide you with the information necessary to reflect
foreign taxes paid on your income tax return.
The
foregoing discussion summarizes some of the possible consequences under current
federal tax law of an investment in the Fund. It is not a substitute for
personal tax advice. You also may be subject to state and local tax on Fund
distributions and sales of Shares. Consult your personal tax advisor about the
potential tax consequences of an investment in Shares
under
all applicable tax laws. For more information, please see the section entitled
“Federal Income Taxes” in the SAI.
DISTRIBUTION
PLAN
The
Board has adopted a Distribution and Service Plan (the “Plan”) pursuant to Rule
12b-1 under the 1940 Act. In accordance with the Plan, the Fund is authorized to
pay an amount up to 0.25% of its average daily net assets each year for certain
distribution-related activities and shareholder services.
No
Rule 12b-1 fees are currently paid by the Fund, and there are no plans to impose
these fees. However, in the event Rule 12b-1 fees are charged in the future,
because the fees are paid out of Fund assets, over time these fees will increase
the cost of your investment and may cost you more than certain other types of
sales charges.
PREMIUM/DISCOUNT
INFORMATION
Information
regarding how often the Fund’s Shares traded on the Exchange at a price above
(i.e.,
at a premium) or below (i.e.,
at a discount) its NAV is available on the Fund’s website at
www.teucrium.com.
ADDITIONAL
NOTICES
The
Shares are not sponsored, endorsed, or promoted by the Exchange. The Exchange is
not responsible for, nor has it participated in the determination of the timing,
prices, or quantities of Shares to be issued, nor in the determination or
calculation of the equation by which Shares are redeemable. The Exchange has no
obligation or liability to owners of Shares in connection with the
administration, marketing, or trading of Shares.
Without
limiting any of the foregoing, in no event shall the Exchange have any liability
for any lost profits or indirect, punitive, special, or consequential damages
even if notified of the possibility thereof.
The
Adviser and the Fund make no representation or warranty, express or implied, to
the owners of Shares or any member of the public regarding the advisability of
investing in securities generally or in the Fund particularly.
FINANCIAL
HIGHLIGHTS
The
following financial highlights table shows the financial performance information
for the life of the Fund. Certain information reflects financial results for a
single share of the Fund. The total returns in the table represent the rate that
you would have earned or lost on an investment in the Fund (assuming you
reinvested all distributions). This information has been audited by Cohen &
Company, Ltd., the independent registered public accounting firm of the Fund,
whose report, along with the Fund’s financial statements, is included in the
Fund’s most recent Form
N-CSR,
which is available upon request and can be found on the SEC’s
website.
|
|
|
|
|
| |
| TEUCRIUM
2X LONG DAILY XRP ETF |
| CONSOLIDATED
FINANCIAL HIGHLIGHTS |
|
|
Period
Ended
December
31, 2025(a) |
|
PER
SHARE DATA: |
|
| Net
asset value, beginning of period |
$25.00 |
|
|
| |
| INVESTMENT
OPERATIONS: |
|
|
Net
investment loss(b) |
(0.14) |
|
|
Net
realized and unrealized loss on investments(c) |
(14.69) |
|
| Total
from investment operations |
(14.83) |
|
|
| |
| LESS
DISTRIBUTIONS FROM: |
|
| Net
investment income |
(0.23) |
|
| Net
realized gains |
(0.38) |
|
| Total
distributions |
(0.61) |
|
| Net
asset value, end of period |
$9.56 |
|
|
Total
return(d) |
-59.38 |
% |
|
| |
| SUPPLEMENTAL
DATA AND RATIOS: |
|
| Net
assets, end of period (in thousands) |
$179,939 |
|
| Ratio
of expenses to average net assets: |
|
|
Before
expense reimbursement(e) |
4.31 |
% |
|
After
expense reimbursement(e) |
2.77 |
% |
|
Ratio
of interest expense to average net assets(e) |
0.88 |
% |
|
Ratio
of operational expenses to average net assets excluding
interest(e) |
1.89 |
% |
|
Ratio
of net investment loss to average net assets(e) |
(0.71) |
% |
|
Portfolio
turnover rate(d) |
0 |
% |
(a)
The Fund commenced operations on April 8, 2025.
(b)
Net investment loss per share has been calculated based on average shares
outstanding during the period.
(c)
Realized and unrealized gains and losses per share in the caption are balancing
amounts necessary to reconcile the change in net asset value per share for the
periods, and may not reconcile with the aggregate gains and losses in the
Consolidated Statements of Operations due to share transactions for the
periods.
(d)
Not annualized for periods less than one year.
(e)
Annualized for periods less than one year.
Teucrium
2x Long Daily XRP ETF
|
|
|
|
|
|
|
|
|
|
|
| |
|
Adviser |
Teucrium
Investment Advisors, LLC
Three
Main Street, Suite 215
Burlington,
Vermont 05401 |
Distributor |
PINE
Distributors LLC
501
South Cherry Street, Suite 610
Denver,
Colorado 80246 |
| Transfer
Agent, Index Receipt Agent, and Administrator |
U.S.
Bancorp Fund Services, LLC
d/b/a
U.S. Bank Global Fund Services
615
East Michigan Street
Milwaukee,
Wisconsin 53202 |
Custodian |
U.S.
Bank, N.A.
1555
North Rivercenter Drive, Suite 302
Milwaukee,
Wisconsin 53212 |
| Independent
Registered Public Accounting Firm |
Cohen
& Company, Ltd.
1835
Market Street, Suite 310
Philadelphia,
Pennsylvania 19103 |
Legal
Counsel |
Morgan,
Lewis & Bockius LLP
1111
Pennsylvania Avenue, NW
Washington,
DC 20004-2541 |
Investors
may find more information about the Fund in the following
documents:
Statement
of Additional Information: The
Fund’s SAI provides additional details about the investments of the Fund and
certain other additional information. The SAI is on file with the SEC and is
incorporated herein by reference into this Prospectus. It is legally considered
a part of this Prospectus.
Annual/Semi-Annual
Reports and Form N-CSR: Additional
information about the Fund’s investments will be available in the Fund’s Annual
and Semi-Annual Reports to shareholders and in Form N-CSR. In the Annual Report,
when available, you will find a discussion of the market conditions and
investment strategies that significantly affected the Fund’s performance during
its last fiscal year. In Form N-CSR, you will find the Fund’s annual and
semi-annual financial statements.
You
can obtain free copies of these documents, request other information or make
general inquiries about the Fund by calling 1-800-617-0004.
Shareholder
reports and other information about the Fund also are available:
•Free
of charge from the SEC’s EDGAR database on the SEC’s website at
http://www.sec.gov;
•Free
of charge from the Fund’s Internet web site at www.teucrium.com; or
(SEC
Investment Company Act File No. 811-23226)