Item 7. Management’s Discussion and Analysis
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read together with, and is qualified in its entirety by reference to, our audited financial statements and related notes included elsewhere in this Annual Report, which have been prepared in accordance with U.S. GAAP. The following discussion may contain forward-looking statements based on assumptions we believe to be reasonable. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those discussed below and elsewhere in this Annual Report, particularly in “Item 1A. Risk Factors” and “Forward-Looking Statements.”
Fund Overview
The Fund is a passive entity that is managed and administered by the Manager and does not have any officers, directors or employees. The Fund holds Fund Components and, from time to time on a periodic basis, issues Creation Baskets in exchange for deposits of Fund Components. As a passive investment vehicle, the Fund’s investment objective is for the value of the Shares to reflect the value of the Fund Components, determined by reference to their respective Digital Asset Reference Rates and weightings within the Fund, less the Fund’s expenses and other liabilities. While an investment in the Shares is not a direct investment in the Fund Components, the Shares are designed to provide investors with a cost-effective and convenient way to gain investment exposure to the digital assets held by the Fund. To date, the Fund has not met its investment objective and the Shares quoted on OTCQX have not reflected the value of the digital assets held by the Fund, less the Fund’s expenses and other liabilities, but instead have traded at both premiums and discounts to such value, which at times have been substantial. The Fund is not managed like a business corporation or an active investment vehicle. As of June 30, 2024, 2023, and 2022, the Fund had unlimited Shares authorized of 15,867,400 Shares issued and outstanding.
As of June 30,
2024
2023
2022
Number of Shares authorized
Unlimited
Unlimited
Unlimited
Number of Shares outstanding
15,867,400
15,867,400
15,867,400
Number of Shares freely tradable (1)
14,813,892
14,657,353
14,295,870
Number of beneficial holders owning at least 100 Shares (2)
18
20
25
Number of holders of record (2)
18
20
25
(1) Includes the total number of Shares that are not restricted securities as such term is defined under Rule 144.
(2) Includes Cede & Co. as nominee for DTC for the Shares traded on OTCQX, but not its direct participants. Therefore, this number does not include the individual holders who have bought/sold Shares on OTCQX or transferred their eligible Shares to their brokerage accounts.
Effective July 1, 2022, the Manager adopted the DLCS Methodology. In connection with the adoption of the DLCS Methodology, the Manager changed the Digital Asset Reference Rates used to value the Fund Components and as of the date of this Annual Report, each of the Digital Asset Reference Rates are Indicative Prices. Prior to the adoption of the DLCS Methodology, the Fund determined which Fund Components to hold pursuant to the Target Coverage Ratio Methodology and the Digital Asset Reference Rates used to value the Fund Components were Index Prices or an Old Indicative Price. See “Item 1. Business—Investment Objective” and “Item 1. Business—Valuation of Digital Assets and Determination of NAV” for additional information.
Any references to the Digital Asset Reference Rates subsequent to July 1, 2022 are to the Digital Asset Reference Rates in effect following the adoption of the DLCS Methodology. Any references in this section to the Digital Reference Rates prior to July 1, 2022 are to the Digital Asset Reference Rates in effect prior to the adoption of the DLCS Methodology. All references to the NAV and NAV per Share of the Fund for periods subsequent to July 1, 2022 in this Annual Report have been calculated based on the digital assets held by the Fund pursuant to the DLCS Methodology and the corresponding rebalancing of the Fund on July 5, 2022. All references to the NAV and NAV per Share of the Fund for periods prior to July 1, 2022 have been calculated based on the digital assets held by the Fund pursuant to the Target Coverage Ratio Methodology prior to the adoption of the DLCS Methodology and the corresponding rebalancing of the Fund on July 5, 2022.
Critical Accounting Policies and Estimates
Investment Transactions and Revenue Recognition
103
The Fund considers investment transactions to be the receipt of Fund Components for Share creations and the delivery of Fund Components for Share redemptions or for payment of expenses in Fund Components. At this time, the Fund is not accepting redemption requests from shareholders. The Fund records its investment transactions on a trade date basis and changes in fair value are reflected as net change in unrealized appreciation or depreciation on investments. Realized gains and losses are calculated using the specific identification method. Realized gains and losses are recognized in connection with transactions including settling obligations for the Manager’s Fee in the Fund Components.
Principal Market and Fair Value Determination
To determine which market is the Fund’s principal market for each Fund Component (or in the absence of a principal market, the most advantageous market) for purposes of calculating the Fund’s net asset value in accordance with U.S. GAAP (“Principal Market NAV”), the Fund follows Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820-10, which outlines the application of fair value accounting. ASC 820-10 determines fair value to be the price that would be received for each Fund Component in a current sale, which assumes an orderly transaction between market participants on the measurement date. ASC 820-10 requires the Fund to assume that each Fund Component is sold in its principal market to market participants or, in the absence of a principal market, the most advantageous market. Market participants are defined as buyers and sellers in the principal or most advantageous market that are independent, knowledgeable, and willing and able to transact.
The Fund only receives Fund Components in connection with a creation order from the Authorized Participant (or a Liquidity Provider) and does not itself transact on any Digital Asset Markets. Therefore, the Fund looks to market-based volume and level of activity for Digital Asset Markets. The Authorized Participant(s), or a Liquidity Provider, may transact in a Brokered Market, a Dealer Market, Principal-to-Principal Markets and Exchange Markets (referred to as “Trading Platform Markets” in this Annual Report), each as defined in the FASB ASC Master Glossary (collectively, “Digital Asset Markets”).
In determining which of the eligible Digital Asset Markets is the Fund’s principal market for each Fund Component, the Fund reviews these criteria in the following order:
• First, the Fund reviews a list of each Digital Asset Market that maintain practices and policies designed to comply with anti-money laundering (“AML”) and know-your-customer (“KYC”) regulations, and non-Digital Asset Trading Platform Markets that the Fund reasonably believes are operating in compliance with applicable law, including federal and state licensing requirements, based upon information and assurances provided to it by each market.
• Second, the Fund sorts these Digital Asset Markets from high to low by market-based volume and level of activity of each Fund Component traded on each Digital Asset Market in the trailing twelve months.
• Third, the Fund then reviews pricing fluctuations and the degree of variances in price on Digital Asset Markets to identify any material notable variances that may impact the volume or price information of a particular Digital Asset Market.
• Fourth, the Fund then selects a Digital Asset Market as its principal market for such Fund Component based on the highest market-based volume, level of activity and price stability in comparison to the other Digital Asset Markets on the list. Based on information reasonably available to the Fund, Trading Platform Markets have the greatest volume and level of activity for the Fund Components. The Fund therefore looks to accessible Trading Platform Markets as opposed to the Brokered Market, Dealer Market and Principal-to-Principal Markets to determine its principal market for each Fund Component. As a result of the aforementioned analysis, a Trading Platform Market has been selected as the Fund’s principal market for each Fund Component.
The Fund determines its principal market for each Fund Component (or in the absence of a principal market the most advantageous market) annually and conducts a quarterly analysis to determine (i) if there have been recent changes to each Digital Asset Market’s trading volume and level of activity in the trailing twelve months, (ii) if any Digital Asset Markets have developed that the Fund has access to, or (iii) if recent changes to each Digital Asset Market’s price stability have occurred that would materially impact the selection of the principal market and necessitate a change in the Fund’s determination of its principal market for each Fund Component.
The cost basis of each Fund Component received in connection with a creation order is recorded by the Fund at the fair value of such Fund Component at 4:00 p.m., New York time, on the creation date for financial reporting purposes. The cost basis recorded by the Fund may differ from proceeds collected by the Authorized Participant from the sale of the corresponding Shares to investors.
Investment Company Considerations
104
The Fund is an investment company for GAAP purposes and follows accounting and reporting guidance in accordance with the FASB ASC Topic 946, Financial Services—Investment Companies . The Fund uses fair value as its method of accounting for digital assets in accordance with its classification as an investment company for accounting purposes. The Fund is not a registered investment company under the Investment Company Act of 1940. GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. Actual results could differ from those estimates and these differences could be material.
Review of Financial Results
Financial Highlights for the Years Ended June 30, 2024, 2023, and 2022
(All amounts in the following table and the subsequent paragraphs, except Share, per Share amounts, and each Fund Component and price of each Fund Component, are in thousands)
For the Years Ended June 30,
2024
2023
2022
Net realized and unrealized gain (loss) on investments in digital assets
$
264,196
$
104,153
$
(183,177
)
Net increase (decrease) in net assets resulting from operations
$
254,324
$
98,780
$
(194,391
)
Net assets (1)
$
526,956
$
272,632
$
173,852
(1) Net assets in the above table and subsequent paragraphs are calculated in accordance with U.S. GAAP based on the Digital Asset Market price of each Fund Component on the Digital Asset Trading Platforms that the Fund considered each Fund Component’s principal market, as of 4:00 p.m., New York time, on the valuation date.
Net realized and unrealized gain on investments in digital assets for the year ended June 30, 2024 was $264,196, which includes a realized gain of $6,714 on the transfer of digital assets to pay the Manager’s Fee, a realized gain of $789 as a result of the quarterly rebalance of digital assets, and net change in unrealized appreciation on investments in digital assets of $256,693. Net increase in net assets resulting from operations was $254,324 for the year ended June 30, 2024, which consisted of the net realized and unrealized gain on investments in digital assets, less the Manager’s Fee of $9,872. Net assets increased to $526,956 at June 30, 2024, a 93% increase for the year. The increase in net assets resulted from the price appreciation of Fund Components for the year, partially offset by the withdrawal of approximately 153 Bitcoin, 942 Ether, 210,014 ADA, 3,292 SOL, 38,180 MATIC, 1,385 AVAX, 203,318 XRP to pay the foregoing Manager’s Fee.
Net realized and unrealized gain on investments in digital assets for the year ended June 30, 2023 was $104,153, which includes a realized gain of $2,124 on the transfer of digital assets to pay the Manager’s Fee, a realized loss of ($20,838) as a result of the quarterly rebalance of digital assets, and net change in unrealized appreciation on investments in digital assets of $122,867. Net increase in net assets resulting from operations was $98,780 for the year ended June 30, 2023, which consisted of the net realized and unrealized gain on investments in digital assets, less the Manager’s Fee of $5,373. Net assets increased to $272,632 at June 30, 2023, a 57% increase for the year. The increase in net assets resulted from the price appreciation of Fund Components for the year, partially offset by the withdrawal of approximately 157 Bitcoin, 1,002 Ether, 281,296 ADA, 2,966 SOL, 53,165 MATIC, 135 DOT, 1,228 AVAX, 10 LTC, 96 UNI, 65 LINK and 3 BCH to pay the foregoing Manager’s Fee.
Net realized and unrealized loss on investments in digital assets for the year ended June 30, 2022 was ($183,177), which includes a realized gain of $7,780 on the transfer of digital assets to pay the Manager’s Fee, a realized gain of $39,069 as a result of the quarterly rebalance of digital assets, and net change in unrealized depreciation on investments in digital assets of ($230,026). Net decrease in net assets resulting from operations was ($194,391) for the year ended June 30, 2022, which consisted of the net realized and unrealized loss on investments in digital assets, plus the Manager’s Fee of $11,214. Net assets decreased to $173,852 at June 30, 2022, a 53% decrease for the year. The decrease in net assets resulted from the price depreciation of Fund Components for the year and the withdrawal of approximately 166 Bitcoin, 1,015 Ether, 282,861 ADA, 2,007 SOL, 1,962 DOT, 532 AVAX, 606 LTC, 4,091 UNI, 4,042 LINK, and 172 BCH to pay the foregoing Manager’s Fee, partially offset by the contribution of approximately 13 Bitcoin, 77 Ether, 20,953 ADA, 47 LTC, 310 LINK, and 13 BCH with a total value of $935 to the Fund, in connection with Share creations.
Cash Resources and Liquidity
The Fund has not had a cash balance at any time since inception. When selling Fund Components and/or Forked Assets to pay Additional Fund Expenses on behalf of the Fund, the Manager endeavors to sell the exact amount of Fund Components and/or Forked Assets needed to pay expenses in order to minimize the Fund’s holdings of assets other than the Fund Components. As a consequence, the Manager expects that the Fund will not record any cash flow from its operations and that its cash balance will be zero at the end of each reporting period. Furthermore, the Fund is not a party to any off-balance sheet arrangements.
105
In exchange for the Manager’s Fee, the Manager has agreed to assume most of the expenses incurred by the Fund. As a result, the only ordinary expense of the Fund during the periods covered by this Annual Report was the Manager’s Fee. The Fund is not aware of any trends, demands, conditions or events that are reasonably likely to result in material changes to its liquidity needs.
106
Selected Operating Data
For the Years Ended June 30,
2024
2023
2022
(All Fund Component balances are rounded to the nearest whole number)
Bitcoin:
Opening balance
6,231
6,231
7,340
Creations
-
-
13
Portfolio rebalancing (1)(2)(3)(4)(5)(6)(7)(8)(9)
(88
)
157
(956
)
Manager's Fee, related party
(153
)
(157
)
(166
)
Closing balance
5,990
6,231
6,231
Accrued but unpaid Manager's Fee, related party
-
-
-
Net closing balance
5,990
6,231
6,231
Ether:
Opening balance
39,445
39,360
45,288
Creations
-
-
77
Portfolio rebalancing (1)(2)(3)(4)(5)(6)(7)(8)(9)
(1,925
)
1,087
(4,990
)
Manager's Fee, related party
(942
)
(1,002
)
(1,015
)
Closing balance
36,578
39,445
39,360
Accrued but unpaid Manager's Fee, related party
-
-
-
Net closing balance
36,578
39,445
39,360
ADA:
Opening balance
11,194,903
10,916,583
-
Creations
-
-
20,953
Portfolio rebalancing (1)(2)(3)(4)(5)(6)(7)(8)(9)
(10,984,889
)
559,616
11,178,491
Manager's Fee, related party
(210,014
)
(281,296
)
(282,861
)
Closing balance
-
11,194,903
10,916,583
Accrued but unpaid Manager's Fee, related party
-
-
-
Net closing balance
-
11,194,903
10,916,583
SOL:
Opening balance
123,916
111,216
-
Creations
-
-
-
Portfolio rebalancing (1)(2)(3)(4)(5)(7)(8)(9)
14,725
15,666
113,223
Manager's Fee, related party
(3,292
)
(2,966
)
(2,007
)
Closing balance
135,349
123,916
111,216
Accrued but unpaid Manager's Fee, related party
-
-
-
Net closing balance
135,349
123,916
111,216
MATIC:
Opening balance
2,926,030
-
-
Creations
-
-
-
Portfolio rebalancing (2)(5)(8)
(2,887,850
)
2,979,195
-
Manager's Fee, related party
(38,180
)
(53,165
)
-
Closing balance
-
2,926,030
-
Accrued but unpaid Manager's Fee, related party
-
-
-
Net closing balance
-
2,926,030
-
107
DOT:
Opening balance
-
328,187
-
Creations
-
-
-
Portfolio rebalancing (3)(4)(9)
-
(328,052
)
330,149
Manager's Fee, related party
-
(135
)
(1,962
)
Closing balance
-
-
328,187
Accrued but unpaid Manager's Fee, related party
-
-
-
Net closing balance
-
-
328,187
AVAX:
Opening balance
-
88,974
-
Creations
-
-
-
Portfolio rebalancing (2)(3)(4)(5)(7)(8)(9)
116,341
(87,746
)
89,506
Manager's Fee, related party
(1,385
)
(1,228
)
(532
)
Closing balance
114,956
-
88,974
Accrued but unpaid Manager's Fee, related party
-
-
-
Net closing balance
114,956
-
88,974
LTC:
Opening balance
-
23,725
26,185
Creations
-
-
47
Portfolio rebalancing (1)(3)(4)(6)(9)
-
(23,715
)
(1,901
)
Manager's Fee, related party
-
(10
)
(606
)
Closing balance
-
-
23,725
Accrued but unpaid Manager's Fee, related party
-
-
-
Net closing balance
-
-
23,725
UNI:
Opening balance
-
232,687
-
Creations
-
-
-
Portfolio rebalancing (1)(3)(4)(6)(9)
-
(232,591
)
236,778
Manager's Fee, related party
-
(96
)
(4,091
)
Closing balance
-
-
232,687
Accrued but unpaid Manager's Fee, related party
-
-
-
Net closing balance
-
-
232,687
LINK:
Opening balance
-
158,987
153,328
Creations
-
-
310
Portfolio rebalancing (1)(3)(4)(9)
-
(158,922
)
9,391
Manager's Fee, related party
-
(65
)
(4,042
)
Closing balance
-
-
158,987
Accrued but unpaid Manager's Fee, related party
-
-
-
Net closing balance
-
-
158,987
108
BCH:
Opening balance
-
6,314
7,380
Creations
-
-
13
Portfolio rebalancing (1)(3)(4)(9)
-
(6,311
)
(907
)
Manager's Fee, related party
-
(3
)
(172
)
Closing balance
-
-
6,314
Accrued but unpaid Manager's Fee, related party
-
-
-
Net closing balance
-
-
6,314
XRP:
Opening balance
-
-
-
Creations
-
-
-
Portfolio rebalancing (2)(7)
16,922,626
-
-
Manager's Fee, related party
(203,318
)
-
-
Closing balance
16,719,308
-
-
Accrued but unpaid Manager's Fee, related party
-
-
-
Net closing balance
16,719,308
-
-
Number of Shares:
Opening balance
15,867,400
15,867,400
15,837,800
Creations
-
-
29,600
Closing balance
15,867,400
15,867,400
15,867,400
109
As of June 30,
2024
2023
2022
Prices of digital assets on principal market:
Bitcoin
$
61,929.29
$
30,361.94
$
18,895.01
Ether
$
3,423.00
$
1,925.83
$
1,019.72
SOL (1)
$
144.62
$
19.09
$
31.98
XRP (2)
$
0.47
N/A
N/A
AVAX (2)(3)(4)(5)
$
28.47
N/A
$
16.24
ADA (6)(7)
N/A
$
0.29
$
0.44
MATIC (2)(8)
N/A
$
0.66
N/A
DOT (3)(4)(9)
N/A
N/A
$
6.81
LTC (9)
N/A
N/A
$
51.43
UNI (9)
N/A
N/A
$
4.82
LINK (9)
N/A
N/A
$
6.04
BCH (9)
N/A
N/A
$
99.92
Principal Market NAV per Share (10)
$
33.21
$
17.18
$
10.96
Digital Asset Reference Rates: (4)
Bitcoin
$
61,908.57
$
30,396.80
$
18,883.90
Ether
$
3,420.12
$
1,923.68
$
1,018.72
SOL (1)
$
144.71
$
19.12
$
31.97
XRP (2)
$
0.47
N/A
N/A
AVAX (2)(3)(4)(5)
$
28.33
N/A
$
16.60
ADA (6)(7)
N/A
$
0.28
$
0.44
MATIC (2)(8)
N/A
$
0.65
N/A
DOT (3)(4)(9)
N/A
N/A
$
6.85
LTC (9)
N/A
N/A
$
51.27
UNI (9)
N/A
N/A
$
4.80
LINK (9)
N/A
N/A
$
6.03
BCH (9)
N/A
N/A
$
99.63
NAV per Share (10)(11)
$
33.20
$
17.19
$
10.95
(1) Effective October 1, 2021, the Manager adjusted the Fund’s portfolio by selling the existing Fund Components in proportion to their respective weightings and using the cash proceeds to purchase SOL and UNI in accordance with the Target Coverage Ratio Methodology.
(2) Effective January 4, 2024, the Manager removed MATIC from the Fund’s portfolio and used the cash proceeds to purchase AVAX and XRP and adjusted the existing Fund Components in proportion to their respective weightings in accordance with the DLCS Methodology.
(3) Effective April 5, 2022, the Manager adjusted the Fund’s portfolio by selling the existing Fund Components in proportion to their respective weightings and using the cash proceeds to purchase DOT and AVAX in accordance with the Target Coverage Ratio Methodology.
(4) Prior to July 1, 2022, the Digital Asset Reference Rates were all Index Prices except DOT and AVAX, which were Old Indicative Prices. Effective July 1, 2022, the Digital Asset Reference Rate for each Fund Component is an Indicative Price. As a result, the Digital Asset Reference Rates as of June 30, 2024 and June 30, 2023 are not directly comparable to the Digital Asset Reference Rates as of June 30, 2022.
(5) Effective January 5, 2023, the Fund removed AVAX from the Fund’s portfolio and sold the AVAX holdings to purchase additional tokens of the remaining Fund Components in proportion to their respective weightings in accordance with the DLCS Methodology.
110
(6) Effective July 1, 2021, the Manager adjusted the Fund’s portfolio by selling the existing Fund Components in proportion to their respective weightings and using the cash proceeds to purchase ADA in accordance with the Target Coverage Ratio Methodology.
(7) Effective April 3, 2024, the Manager adjusted the Fund’s portfolio by selling ADA and used the cash proceeds to purchase the existing Fund Components in proportion to their respective weightings in accordance with the DLCS Methodology.
(8) Effective October 5, 2022, the Manager adjusted the Fund’s portfolio by selling the existing Fund Components in proportion to their respective weightings and using the cash proceeds to purchase MATIC in accordance with the DLCS Methodology.
(9) Effective July 7, 2022, following adoption of the DLCS Methodology, the Fund removed DOT, LTC, UNI, LINK and BCH from the Fund’s portfolio and sold the DOT, LTC, UNI, LINK and BCH holdings to purchase additional tokens of the remaining Fund Components in proportion to their respective weightings in accordance with the DLCS Methodology.
(10) Prior to February 7, 2024, Principal Market NAV was referred to as NAV and Principal Market NAV per Share was referred to as NAV per Share. Prior to February 7, 2024, NAV was referred to as Digital Asset Holdings and NAV per Share was referred to as Digital Asset Holdings per Share.
(11) Prior to July 1, 2022, the NAV per Share was calculated based on the Fund Components held by the Fund pursuant to the Target Coverage Ratio Methodology. Effective July 1, 2022, NAV per Share is calculated based on the Fund Components held by the Fund pursuant to the DLCS Methodology. As a result, the NAV per Share for periods subsequent to July 1, 2022 are not directly comparable to the NAV per Share as of June 30, 2022. See “Item 1. Business—Investment Objective” and “Item 1. Business—Valuation of Digital Assets and Determination of NAV” for additional information.
For accounting purposes, the Fund reflects creations and the Fund Components receivable with respect to such creations on the date of receipt of a notification of a creation but does not issue Shares until the requisite amount of Fund Components is received. At this time, the Fund is not accepting redemption requests from shareholders. Subject to receipt of regulatory approval from the SEC and approval by the Manager in its sole discretion, the Fund may in the future operate a redemption program. The Fund currently has no intention of seeking regulatory approval to operate an ongoing redemption program.
As of June 30, 2024, the Fund had a net closing balance with a value of $526,722,342, based on the Digital Asset Reference Rates in effect under the DLCS Methodology (non-GAAP methodology). As of June 30, 2024, the Fund had a total market value of $526,955,720, based on the principal market prices of the Fund Components.
As of June 30, 2023, the Fund had a net closing balance with a value of $272,757,436, based on the Digital Asset Reference Rates in effect under the DLCS Methodology (non-GAAP methodology). As of June 30, 2023, the Fund had a total market value of $272,631,615, based on the principal market prices of the Fund Components.
As of June 30, 2022, the Fund had a net closing balance with a value of $173,776,387, based on the Digital Asset Reference Rates in effect under the Target Coverage Ratio Methodology (non-GAAP methodology). As of June 30, 2022, the Fund had a total market value of $173,851,817, based on the principal market prices of the Fund Components.
Historical Fund Component Prices
As movements in the price of each Fund Component will directly affect the price of the Shares, investors should understand recent movements in the price of each Fund Component. Investors, however, should also be aware that past movements in each of the Fund Component prices are not indicators of future movements. Movements may be influenced by various factors, including, but not limited to, government regulation, security breaches experienced by service providers, as well as political and economic uncertainties around the world.
The following chart illustrates the movement in the Fund’s NAV per Share versus the Fund’s Principal Market NAV per Share from February 1, 2018 (the inception of the Fund’s operations) to June 30, 2024. For more information on the determination of the Fund’s NAV, see “Item 1. Business—Overview of the Digital Asset Industry and Market—Fund Component Value—Digital Asset Trading Platform Valuation.”
111
(1) NAV per Share of the Fund prior to and after July 1, 2022 are not comparable due to the change in the fund construction criteria on July 1, 2022. See “Item 1. Business—Investment Objective” for further details.
Bitcoin
The following table illustrates the movements in the Digital Asset Reference Rate for Bitcoin from July 1, 2019 to June 30, 2024. Prior to July 1, 2022, the Digital Asset Reference Rate for Bitcoin was an Index Price for Bitcoin. Effective July 1, 2022, the Digital Asset Reference Rate for Bitcoin is an Indicative Price for Bitcoin. As a result, the Digital Asset Reference Rates for Bitcoin for periods subsequent to July 1, 2022 are not directly comparable to the Digital Asset Reference Rates for Bitcoin for periods prior to July 1, 2022. During the period from July 1, 2019 to June 30, 2024, the Digital Asset Reference Rate has ranged from $4,941.00 to $73,128.99, with the straight average being $29,948.16 through June 30, 2024. The Manager has not observed a material difference between the Digital Asset Reference Rate and average prices from the constituent Digital Asset Trading Platforms included in the relevant reference rate individually or as a group.
High
Low
Period
Average
Digital Asset Reference Rate
Date
Digital Asset Reference Rate
Date
End of
period
Last
business
day
Twelve months ended June 30, 2020
$
8,812.42
$
12,501.68
7/9/2019
$
4,941.00
3/16/2020
$
9,137.70
$
9,137.70
Twelve months ended June 30, 2021
$
29,666.38
$
63,472.70
4/15/2021
$
9,032.59
7/5/2020
$
34,759.99
$
34,759.99
Twelve months ended June 30, 2022
$
42,951.63
$
67,352.59
11/9/2021
$
18,034.01
6/18/2022
$
18,883.90
$
18,883.90
Twelve months ended June 30, 2023
$
22,532.93
$
30,849.06
6/23/2023
$
15,786.90
11/21/2022
$
30,396.80
$
30,396.80
Twelve months ended June 30, 2024
$
45,791.95
$
73,128.99
3/13/2024
$
25,061.89
9/11/2023
$
61,908.57
$
60,272.64
July 1, 2019 to June 30, 2024
$
29,948.16
$
73,128.99
3/13/2024
$
4,941.00
3/16/2020
$
61,908.57
$
60,272.64
The following table illustrates the movements in the Digital Asset Market price of Bitcoin, as reported on the Fund’s principal market for Bitcoin, from July 1, 2019 to June 30, 2024. During such period, the price of Bitcoin has ranged from $4,950.39 to $73,517.19, with the straight average being $29,946.19.
High
Low
Period
Average
Digital Asset Market Price
Date
Digital Asset Market Price
Date
End of
period
Last
business
day
Twelve months ended June 30, 2020
$
8,812.73
$
12,514.00
7/9/2019
$
4,950.39
3/16/2020
$
9,134.09
$
9,134.09
Twelve months ended June 30, 2021
$
29,667.40
$
63,466.92
4/15/2021
$
9,031.09
7/5/2020
$
34,764.81
$
34,764.81
Twelve months ended June 30, 2022
$
42,950.57
$
67,371.70
11/9/2021
$
18,026.58
6/18/2022
$
18,895.01
$
18,895.01
Twelve months ended June 30, 2023
$
22,533.12
$
30,906.40
6/23/2023
$
15,766.93
11/21/2022
$
30,361.94
$
30,361.94
Twelve months ended June 30, 2024
$
45,781.62
$
73,517.19
3/13/2024
$
25,013.25
9/11/2023
$
61,929.29
$
59,952.11
July 1, 2019 to June 30, 2024
$
29,946.19
$
73,517.19
3/13/2024
$
4,950.39
3/16/2020
$
61,929.29
$
59,952.11
112
Ether
The following table illustrates the movements in the Digital Asset Reference Rate for Ether from July 1, 2019 to June 30, 2024. Prior to July 1, 2022, the Digital Asset Reference Rate for Ether was an Index Price for Ether. Effective July 1, 2022, the Digital Asset Reference Rate for Ether is an Indicative Price for Ether. As a result, the Digital Asset Reference Rates for Ether for periods subsequent to July 1, 2022 are not directly comparable to the Digital Asset Reference Rates for Ether for periods prior to July 1, 2022. During the period from July 1, 2019 to June 30, 2024, the Digital Asset Reference Rate has ranged from $109.83 to $4,776.32, with the straight average being $1,703.18 through June 30, 2024. The Manager has not observed a material difference between the Digital Asset Reference Rate and average prices from the constituent Digital Asset Trading Platforms included in the relevant reference rate individually or as a group.
High
Low
Period
Average
Digital Asset Reference Rate
Date
Digital Asset Reference Rate
Date
End of
period
Last
business
day
Twelve months ended June 30, 2020
$
190.49
$
310.45
7/8/2019
$
109.83
3/16/2020
$
225.16
$
225.16
Twelve months ended June 30, 2021
$
1,236.03
$
4,090.65
5/12/2021
$
225.27
7/5/2020
$
2,243.96
$
2,243.96
Twelve months ended June 30, 2022
$
3,028.51
$
4,776.32
11/9/2021
$
913.51
6/18/2022
$
1,018.72
$
1,018.72
Twelve months ended June 30, 2023
$
1,565.08
$
2,131.48
4/16/2023
$
1,045.57
7/12/2022
$
1,923.68
$
1,923.68
Twelve months ended June 30, 2024
$
2,497.76
$
4,049.30
3/11/2024
$
1,531.22
10/12/2023
$
3,420.12
$
3,372.09
July 1, 2019 to June 30, 2024
$
1,703.18
$
4,776.32
11/9/2021
$
109.83
3/16/2020
$
3,420.12
$
3,372.09
The following table illustrates the movements in the Digital Asset Market price of Ether, as reported on the Fund’s principal market for Ether, from July 1, 2019 to June 30, 2024. During such period, the price of Ether has ranged from $110.29 to $4,776.95, with the straight average being $1,703.36.
High
Low
Period
Average
Digital Asset Market Price
Date
Digital Asset Market Price
Date
End of
period
Last
business
day
Twelve months ended June 30, 2020
$
190.50
$
310.47
7/8/2019
$
110.29
3/16/2020
$
224.96
$
224.96
Twelve months ended June 30, 2021
$
1,236.12
$
4,089.92
5/12/2021
$
225.27
7/5/2020
$
2,243.98
$
2,243.98
Twelve months ended June 30, 2022
$
3,028.54
$
4,776.95
11/9/2021
$
913.24
6/18/2022
$
1,019.72
$
1,019.72
Twelve months ended June 30, 2023
$
1,565.23
$
2,116.20
4/16/2023
$
1,040.35
7/12/2022
$
1,925.83
$
1,925.83
Twelve months ended June 30, 2024
$
2,498.36
$
4,033.86
3/11/2024
$
1,530.88
10/12/2023
$
3,423.00
$
3,371.60
July 1, 2019 to June 30, 2024
$
1,703.36
$
4,776.95
11/9/2021
$
110.29
3/16/2020
$
3,423.00
$
3,371.60
Solana
The following table illustrates the movements in the Digital Asset Reference Rate from the addition of the token to the Fund’s portfolio on October 1, 2021 to June 30, 2024. Prior to July 1, 2022, the Digital Asset Reference Rate for SOL was an Index Price for SOL. Effective July 1, 2022, the Digital Asset Reference Rate for SOL is an Indicative Price for SOL. As a result, the Digital Asset Reference Rates for SOL for periods subsequent to July 1, 2022 are not directly comparable to the Digital Asset Reference Rates for SOL for periods prior to July 1, 2022. Since the token was added to the Fund’s portfolio, the Digital Asset Reference Rate for SOL has ranged from $8.37 to $254.78, with the straight average being $74.68 through June 30, 2024. The Manager has not observed a material difference between the Digital Asset Reference Rate for SOL and average prices from the constituent Digital Asset Trading Platforms included in the relevant reference rate individually or as a group.
High
Low
Period
Average
Digital Asset Reference Rate
Date
Digital Asset Reference Rate
Date
End of
period
Last business day
October 1, 2021 to June 30, 2022
$
123.52
$
254.78
11/6/2021
$
28.04
6/18/2022
$
31.97
$
31.97
Twelve months ended June 30, 2023
$
24.73
$
46.45
8/13/2022
$
8.37
12/29/2022
$
19.12
$
19.12
Twelve months ended June 30, 2024
$
88.05
$
199.88
3/31/2024
$
17.53
9/11/2023
$
144.71
$
140.95
October 1, 2021 to June 30, 2024
$
74.68
$
254.78
11/6/2021
$
8.37
12/29/2022
$
144.71
$
140.95
113
The following table illustrates the movements in the Digital Asset Market price of SOL, as reported on the Fund’s principal market for SOL, from the addition of the token to the Fund’s portfolio on October 1, 2021 to June 30, 2024. During such period, the price of SOL has ranged from $8.29 to $254.44, with the straight average being $74.67.
High
Low
Period
Average
Digital Asset Market Price
Date
Digital Asset Market Price
Date
End of
period
Last business day
October 1, 2021 to June 30, 2022
$
123.53
$
254.44
11/6/2021
$
28.04
6/18/2022
$
31.98
$
31.98
Twelve months ended June 30, 2023
$
24.73
$
46.33
8/13/2022
$
8.29
12/29/2022
$
19.09
$
19.09
Twelve months ended June 30, 2024
$
88.04
$
200.17
3/31/2024
$
17.51
9/11/2023
$
144.62
$
140.67
October 1, 2021 to June 30, 2024
$
74.67
$
254.44
11/6/2021
$
8.29
12/29/2022
$
144.62
$
140.67
Effective October 1, 2021, the Manager adjusted the Fund’s portfolio in connection with its quarterly review by selling the existing Fund Components in proportion to their respective weightings and using the cash proceeds to purchase SOL in accordance with the Target Coverage Ratio Methodology.
XRP
Effective January 3, 2024, the Manager adjusted the Fund’s portfolio in connection with its quarterly review by selling the existing Fund Components in proportion to their respective weightings and using the cash proceeds to purchase XRP in accordance with the DLCS Methodology.
The following table illustrates the movements in the Digital Asset Reference Rate during the period from July 1, 2019 to January 3, 2021 and during the period from January 4, 2024 (when XRP was subsequently re-added to the Fund) to June 30, 2024. The Digital Asset Reference Rate for XRP is an Indicative Price for XRP. The Digital Asset Reference Rate for XRP has ranged from $0.14 to $0.73, with the straight average being $0.33 for the periods July 1, 2019 through January 3, 2021 and January 4, 2024 through June 30, 2024. The Manager has not observed a material difference between the Digital Asset Reference Rate for XRP and average prices from the constituent Digital Asset Trading Platforms included in the relevant reference rate individually or as a group.
High
Low
Period
Average
Digital Asset Reference Rate
Date
Digital Asset Reference Rate
Date
End of
period
Last
business
day
Twelve months ended June 30, 2020
$
0.24
$
0.40
7/8/2019
$
0.14
3/16/2020
$
0.18
$
0.18
July 1, 2020 to January 3, 2021
$
0.30
$
0.71
11/24/2020
$
0.17
7/2/2020
$
0.23
$
0.22
January 4, 2024 to June 30, 2024
$
0.55
$
0.73
3/11/2024
$
0.47
6/14/2024
$
0.47
$
0.47
July 1, 2019 to January 3, 2021 and January 4, 2024 to June 30, 2024
$
0.33
$
0.73
3/11/2024
$
0.14
3/16/2020
$
0.47
$
0.47
The following table illustrates the movements in the Digital Asset Market price of XRP, as reported on the Fund’s principal market for XRP, during the period from July 1, 2019 to January 3, 2021 and during the period from January 4, 2024 (when XRP was subsequently re-added to the Fund) to June 30, 2024. The price of XRP has ranged from $0.14 to $0.73, with the straight average being $0.33 for the periods July 1, 2019 through January 3, 2021 and January 4, 2024 through June 30, 2024.
High
Low
Period
Average
Digital Asset Market Price
Date
Digital Asset Market Price
Date
End of
period
Last
business
day
Twelve months ended June 30, 2020
$
0.24
$
0.40
7/8/2019
$
0.14
3/16/2020
$
0.18
$
0.18
July 1, 2020 to January 3, 2021
$
0.30
$
0.71
11/24/2020
$
0.17
7/2/2020
$
0.23
$
0.22
January 4, 2024 to June 30, 2024
$
0.55
$
0.73
3/11/2024
$
0.47
6/24/2024
$
0.47
$
0.47
July 1, 2019 to January 3, 2021 and January 4, 2024 to June 30, 2024
$
0.33
$
0.73
3/11/2024
$
0.14
3/16/2020
$
0.47
$
0.47
Effective January 3, 2021, the Manager adjusted the Fund’s portfolio by selling XRP and using the cash proceeds to purchase certain amounts of the other existing Fund Components in proportion to their respective weightings, in accordance with the Target Coverage Ratio Methodology. As a result of the rebalancing, XRP was removed from the Fund. Effective January 4, 2024, the Manager
114
adjusted the Fund’s portfolio in connection with its quarterly review by selling the existing Fund Components in proportion to their respective weightings and using the cash proceeds to purchase XRP in accordance with the DLCS Methodology.
Avalanche
The following table illustrates the movements in the Digital Asset Reference Rate from the addition of the token to the Fund’s portfolio on April 5, 2022 (when AVAX was initially added to the Fund) to January 4, 2023, and during the period from January 4, 2024 (when AVAX was subsequently re-added to the Fund) to June 30, 2024. Prior to July 1, 2022, the Digital Asset Reference Rate for AVAX was an Old Indicative Price for AVAX. Effective July 1, 2022, the Digital Asset Reference Rate for AVAX is an Indicative Price for AVAX. As a result, the Digital Asset Reference Rates for AVAX for periods subsequent to July 1, 2022 are not directly comparable to the Digital Asset Reference Rates for AVAX for periods prior to July 1, 2022. The Digital Asset Reference Rate for AVAX has ranged from $10.79 to $95.06, with the straight average being $30.83 for the periods April 5, 2022 through January 4, 2023 and January 4, 2024 through June 30, 2024. The Manager has not observed a material difference between the Digital Asset Reference Rate for AVAX and average prices from the constituent Digital Asset Trading Platforms included in the relevant reference rate individually or as a group.
High
Low
Period
Average
Digital Asset Reference Rate
Date
Digital Asset Reference Rate
Date
End of
period
Last business day
April 5, 2022 to June 30, 2022
$
43.55
$
95.06
4/5/2022
$
14.62
6/19/2022
$
16.60
$
16.60
July 1, 2022 to January 4, 2023
$
17.76
$
29.21
8/12/2022
$
10.79
12/29/2022
$
12.04
$
12.04
January 4, 2024 to June 30, 2024
$
38.38
$
62.75
3/18/2024
$
23.94
6/24/2024
$
28.33
$
28.02
April 5, 2022 to January 4, 2023 and January 4, 2024 to June 30, 2024
$
30.83
$
95.06
4/5/2022
$
10.79
12/29/2022
$
28.33
$
28.02
The following table illustrates the movements in the Digital Asset Market price of AVAX, as reported on the Fund’s principal market for AVAX, during the period from April 5, 2022 (when AVAX was initially added to the Fund) to January 4, 2023 and during the period from January 4, 2024 (when AVAX was subsequently re-added to the Fund) to June 30, 2024. The price of AVAX has ranged from $10.76 to $93.01, with the straight average being $30.74 for the periods April 5, 2022 through January 4, 2023 and January 4, 2024 through June 30, 2024.
High
Low
Period
Average
Digital Asset Market Price
Date
Digital Asset Market Price
Date
End of
period
Last business day
April 5, 2022 to June 30, 2022
$
43.10
$
93.01
4/5/2022
$
14.18
6/18/2022
$
16.24
$
16.24
July 1, 2022 to January 4, 2023
$
17.76
$
29.18
8/12/2022
$
10.76
12/29/2022
$
12.03
$
12.03
January 4, 2024 to June 30, 2024
$
38.37
$
62.35
3/18/2024
$
23.85
6/24/2024
$
28.47
$
28.04
April 5, 2022 to January 4, 2023 and January 4, 2024 to June 30, 2024
$
30.74
$
93.01
4/5/2022
$
10.76
12/29/2022
$
28.47
$
28.04
Effective April 5, 2022, the Manager adjusted the Fund’s portfolio in connection with its quarterly review by selling the existing Fund Components in proportion to their respective weightings and using the cash proceeds to purchase AVAX in accordance with the Target Coverage Ratio Methodology. Effective January 4, 2023, the Manager adjusted the Fund’s portfolio by selling AVAX and using the cash proceeds to purchase certain amounts of the other existing Fund Components in proportion to their respective weightings, in accordance with the DLCS Methodology. As a result of the rebalancing, AVAX was removed from the Fund. Effective January 4, 2024, the Manager adjusted the Fund’s portfolio in connection with its quarterly review by selling the existing Fund Components in proportion to their respective weightings and using the cash proceeds to purchase AVAX in accordance with the DLCS Methodology.
Cardano
The following table illustrates the movements in the Digital Asset Reference Rate from the addition of the token to the Fund’s portfolio on July 1, 2021 to April 2, 2024, the date of the token’s removal from the Fund’s portfolio. Prior to July 1, 2022, the Digital Asset Reference Rate for ADA was an Index Price for ADA. Effective July 1, 2022, the Digital Asset Reference Rate for ADA is an Indicative Price for ADA. As a result, the Digital Asset Reference Rates for ADA for periods subsequent to July 1, 2022 are not directly
115
comparable to the Digital Asset Reference Rates for ADA for periods prior to July 1, 2022. Since the token was added to the Fund’s portfolio, the Digital Asset Reference Rate for ADA has ranged from $0.24 to $2.99, with the straight average being $0.76 through April 2, 2024, the date of the token’s removal from the Fund’s portfolio. The Manager has not observed a material difference between the Digital Asset Reference Rate for ADA and average prices from the constituent Digital Asset Trading Platforms included in the relevant reference rate individually or as a group.
High
Low
Period
Average
Digital Asset Reference Rate
Date
Digital Asset Reference Rate
Date
End of
period
Last business day
Twelve months ended June 30, 2022
$
1.38
$
2.99
9/3/2021
$
0.43
6/18/2022
$
0.44
$
0.44
Twelve months ended June 30, 2023
$
0.38
$
0.57
8/14/2022
$
0.24
12/29/2022
$
0.28
$
0.28
July 1, 2023 to April 2, 2024
$
0.42
$
0.77
3/11/2024
$
0.24
9/11/2023
$
0.59
$
0.59
July 1, 2021 to April 2, 2024
$
0.76
$
2.99
9/3/2021
$
0.24
9/11/2023
$
0.59
$
0.59
The following table illustrates the movements in the Digital Asset Market price of ADA, as reported on the Fund’s principal market for ADA, from the addition of the token to the Fund’s portfolio on July 1, 2021 to April 2, 2024, the date of the token’s removal from the Fund’s portfolio. During such period, the price of ADA has ranged from $0.24 to $2.99, with the straight average being $0.76 through April 2, 2024.
High
Low
Period
Average
Digital Asset Market Price
Date
Digital Asset Market Price
Date
End of
period
Last business day
Twelve months ended June 30, 2022
$
1.38
$
2.99
9/3/2021
$
0.43
6/18/2022
$
0.44
$
0.44
Twelve months ended June 30, 2023
$
0.38
$
0.57
8/14/2022
$
0.24
12/29/2022
$
0.29
$
0.29
July 1, 2023 to April 2, 2024
$
0.42
$
0.77
3/11/2024
$
0.24
9/11/2023
$
0.59
$
0.59
July 1, 2021 to April 2, 2024
$
0.76
$
2.99
9/3/2021
$
0.24
9/11/2023
$
0.59
$
0.59
Effective July 1, 2021, the Manager adjusted the Fund’s portfolio in connection with its quarterly review by selling the existing Fund Components in proportion to their respective weightings and using the cash proceeds to purchase ADA in accordance with the Target Coverage Ratio Methodology. Effective April 2, 2024, the Manager adjusted the Fund’s portfolio by selling ADA and using the cash proceeds to purchase certain amounts of the other existing Fund Components in proportion to their respective weightings, in accordance with the DLCS Methodology. As a result of the rebalancing, ADA was removed from the Fund.
Polygon
The following table illustrates the movements in the Digital Asset Reference Rate from the addition of the token to the Fund’s portfolio on October 5, 2022 to January 3, 2024, the date of the token’s removal from the Fund’s portfolio. The Digital Asset Reference Rate for MATIC is an Indicative Price for MATIC. Since the token was added to the Fund’s portfolio, the Digital Asset Reference Rate for MATIC has ranged from $0.50 to $1.52, with the straight average being $0.85 through January 3, 2024, the date of the token’s removal from the Fund’s portfolio. The Manager has not observed a material difference between the Digital Asset Reference Rate for MATIC and average prices from the constituent Digital Asset Trading Platforms included in the relevant reference rate individually or as a group.
High
Low
Period
Average
Digital Asset Reference Rate
Date
Digital Asset Reference Rate
Date
End of
period
Last business day
October 5, 2022 to June 30, 2023
$
0.96
$
1.52
2/17/2023
$
0.59
6/16/2023
$
0.65
$
0.65
July 1, 2023 to January 3, 2024
$
0.69
$
1.04
12/27/2023
$
0.50
9/11/2023
$
0.86
$
0.86
October 5, 2022 to January 3, 2024
$
0.85
$
1.52
2/17/2023
$
0.50
9/11/2023
$
0.86
$
0.86
The following table illustrates the movements in the Digital Asset Market price of MATIC, as reported on the Fund’s principal market for MATIC, from the addition of the token to the Fund’s portfolio on October 5, 2022 to January 3, 2024, the date of the token’s removal from the Fund’s portfolio. During such period, the price of MATIC has ranged from $0.50 to $1.52, with the straight average being $0.85 through January 3, 2024.
116
High
Low
Period
Average
Digital Asset Market Price
Date
Digital Asset Market Price
Date
End of
period
Last business day
October 5, 2022 to June 30, 2023
$
0.96
$
1.52
2/17/2023
$
0.59
6/16/2023
$
0.66
$
0.66
July 1, 2023 to January 3, 2024
$
0.69
$
1.04
12/27/2023
$
0.50
9/11/2023
$
0.86
$
0.86
October 5, 2022 to January 3, 2024
$
0.85
$
1.52
2/17/2023
$
0.50
9/11/2023
$
0.86
$
0.86
Effective January 3, 2024, the Manager adjusted the Fund’s portfolio by selling MATIC and using the cash proceeds to purchase certain amounts of the other existing Fund Components in proportion to their respective weightings, in accordance with the DLCS Methodology. As a result of the rebalancing, MATIC was removed from the Fund.
Secondary Market Trading
The Fund’s Shares have been quoted on OTCQX under the symbol “GDLC” since November 22, 2019. The Fund’s previous trading symbol was “GDLCF” on OTCQX and was changed to “GDLC” on April 14, 2020. The price of the Shares as quoted on OTCQX has varied significantly from the NAV per Share.
For example, from July 1, 2022 to June 30, 2024, the Shares quoted on OTCQX traded at a discount to the value of the Fund’s NAV per Share based on the DLCS Methodology. From July 1, 2022 to June 30, 2024, the maximum discount of the closing price of the Shares quoted on OTCQX below the value of the Fund’s NAV per Share was 63% based on the DLCS Methodology and the average discount was 43% based on the DLCS Methodology. The closing price of the Shares, as quoted on OTCQX at 4:00 p.m., New York time, on each business day, between July 1, 2022 and June 30, 2024, has been quoted at a discount on 501 days. As of June 28, 2024, the last business day of the period, the Fund’s Shares were quoted on OTCQX at a discount of 31% to the Fund’s NAV per Share.
From November 22, 2019 to June 30, 2022, the maximum premium of the closing price of the Shares quoted on OTCQX over the value of the Fund’s NAV per Share was 294% based on the Target Coverage Ratio Methodology and the average premium was 52% based on the Target Coverage Ratio Methodology. Over the same period, the maximum discount of the closing price of the Shares quoted on OTCQX below the value of the Fund’s NAV per Share was 42% based on the Target Coverage Ratio Methodology and the average discount was 22% based on the Target Coverage Ratio Methodology. Moreover, the closing price of the Shares, as quoted on OTCQX at 4:00 p.m., New York time, on each business day between November 22, 2019 to June 30, 2022, was quoted at a discount on 211 days, as calculated under the Target Coverage Ratio Methodology.
The following table sets out the range of high and low closing prices for the Shares as reported by OTCQX, the Fund’s Principal Market NAV per Share calculated in accordance with GAAP and the Fund’s NAV per Share for each of the quarters of the prior three years.
High
Low
OTCQX
Principal Market NAV per
Share (1)
NAV per Share (2)
OTCQX
Principal Market NAV per
Share (1)
NAV per Share (2)
Calendar Year 2021
Third quarter
$
64.24
$
36.54
$
36.54
$
21.02
$
19.34
$
19.34
Fourth quarter
$
34.72
$
45.17
$
45.16
$
23.70
$
31.32
$
31.32
Calendar Year 2022
First quarter
$
25.10
$
32.41
$
32.41
$
17.25
$
22.64
$
22.64
Second quarter
$
22.61
$
30.53
$
30.54
$
7.14
$
10.27
$
10.29
Third quarter
$
10.33
$
15.84
$
15.87
$
6.92
$
11.17
$
11.21
Fourth quarter
$
7.68
$
13.48
$
13.47
$
3.83
$
9.53
$
9.54
Calendar Year 2023
First quarter
$
7.03
$
16.48
$
16.45
$
3.77
$
10.02
$
10.03
Second quarter
$
8.75
$
17.99
$
18.10
$
5.84
$
14.56
$
14.54
Third quarter
$
10.20
$
18.00
$
17.95
$
7.80
$
13.97
$
14.01
Fourth quarter
$
19.35
$
24.23
$
24.14
$
8.22
$
14.62
$
14.62
Calendar Year 2024
First quarter
$
26.15
$
39.86
$
39.69
$
12.49
$
21.59
$
21.61
Second quarter
$
27.00
$
38.39
$
38.36
$
17.78
$
30.21
$
30.61
117
(1) The Principal Market NAV is calculated using the fair value of the Fund Components based on the price provided by the Digital Asset Market that the Fund considers each Fund Component’s principal market. Prior to February 7, 2024, Principal Market NAV was referred to as NAV and Principal Market NAV per Share was referred to as NAV per Share. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates—Principal Market and Fair Value Determination.”
(2) The Fund’s NAV per Share is derived from the Digital Reference Rate of each Fund Component as of 4:00 p.m., New York time, on the valuation date. The Reference Rate Price is calculated using non-GAAP methodology and is not used in the Fund’s financial statements. Prior to February 7, 2024, NAV was referred to as Digital Asset Holdings and NAV per Share was referred to as Digital Asset Holdings per Share. See “Item 1. Business—Valuation of Digital Assets and Determination of NAV.” NAV per Share of the Fund prior to and after July 1, 2022 are not comparable due to the change in the fund construction criteria on July 1, 2022. See “Item 1. Business—Investment Objective” for further details.
118
The following chart sets out the historical closing prices for the Shares as reported by OTCQX and the Fund’s NAV per Share from November 22, 2019 to June 30, 2024.
GDLC Premium/(Discount): GDLC Share Price vs. NAV per Share (Non-GAAP) ($) (1)
The following chart sets out the historical premium and discount for the Shares as reported by OTCQX and the Fund’s NAV per Share from November 22, 2019 to June 30, 2024.
GDLC Premium/(Discount): GDLC Share Price vs. NAV per Share (Non-GAAP) (%) (1)
(1) NAV per Share of the Fund prior to and after July 1, 2022 are not comparable due to the change in the fund construction criteria on July 1, 2022. See “Item 1. Business—Investment Objective” for further details.
Item 7A. Quantitative and Qualitat ive Disclosures about Market Risk
The LLC Agreement does not authorize the Fund to borrow for payment of the Fund’s ordinary expenses. The Fund does not engage in transactions in foreign currencies which could expose the Fund or holders of Shares to any foreign currency related market risk. The Fund does not invest in derivative financial instruments and has no foreign operations or long-term debt instruments.
Item 8. Financial Statemen ts and Supplementary Data
See Index to Financial Statements on page F-1 for a list of the financial statements being filed therein.
119
Item 9. Changes in and Disagreements with Accou ntants on Accounting and Financial Disclosure
There have been no disagreements with accountants on any matter of accounting principles or practices or financial statement disclosures during the year ended June 30, 2024.
Item 9A. Control s and Procedures
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
The Fund maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Principal Executive Officer and Principal Financial and Accounting Officer of the Manager, and to the audit committee of the Board of Directors of the Manager (the “Board”), as appropriate, to allow timely decisions regarding required disclosure.
Under the supervision and with the participation of the Principal Executive Officer and the Principal Financial and Accounting Officer of the Manager, the Manager conducted an evaluation of the Fund’s disclosure controls and procedures, as defined under Exchange Act Rule 13a-15(e). Based on this evaluation, the Principal Executive Officer and the Principal Financial and Accounting Officer of the Manager concluded that, as of June 30, 2024, the Fund’s disclosure controls and procedures were effective.
Management’s Report on Internal Control over Financial Reporting
The Manager’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined under Exchange Act Rules 13a-15(f) and 15d-15(f). The Fund’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. Internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Fund’s assets, (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that the Fund’s receipts and expenditures are being made only in accordance with appropriate authorizations; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Fund’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become ineffective because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
The Principal Executive Officer and Principal Financial and Accounting Officer of the Manager assessed the effectiveness of the Fund’s internal control over financial reporting as of June 30, 2024. In making this assessment, they used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013). Their assessment included an evaluation of the design of the Fund’s internal control over financial reporting and testing of the operational effectiveness of its internal control over financial reporting. Based on their assessment and those criteria, the Principal Executive Officer and Principal Financial and Accounting Officer of the Manager concluded that the Fund maintained effective internal control over Financial reporting as of June 30, 2024.
Because we are an “emerging growth company” under the JOBS Act, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting for so long as we are an emerging growth company.
Changes in Internal Control Over Financial Reporting
There was no change in the Fund’s internal controls over financial reporting that occurred during the Fund’s most recently completed fiscal quarter ended June 30, 2024 that has materially affected, or is reasonably likely to materially affect, these internal controls.
Item 9B. Other Information
No t applicable.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
120
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Management of the Manager
The Fund does not have any directors, officers or employees. Under the LLC Agreement, all management functions of the Fund have been delegated to and are conducted by the Manager, its agents and its affiliates, including without limitation, the Custodian and its agents. As officers of the Manager, Peter Mintzberg, the principal executive officer of the Manager, and Edward McGee, the principal financial officer of the Manager, may take certain actions and execute certain agreements and certifications for the Fund, in their capacity as the principal officers of the Manager.
The Manager has a board of directors (the “Board”) that is responsible for managing and directing the affairs of the Manager. The Board consists of Mark Shifke, Matthew Kummell, Mr. Mintzberg, and Mr. McGee, who also retain the authority granted to them as officers under the limited liability company agreement of the Manager.
The Manager has an audit committee (the “Audit Committee”). The Audit Committee has the responsibility for overseeing the financial reporting process of the Fund, including the risks and controls of that process and such other oversight functions as are typically performed by an audit committee of a public company. The Audit Committee consists of Mr. McGee and Hugh Ross, Chief Operating Officer of the Manager.
The Manager has a code of ethics (the “Code of Ethics”) that applies to its executive officers and agents. The Code of Ethics is available by writing the Manager at 290 Harbor Drive, 4th Floor, Stamford, Connecticut 06902 or calling the Manager at (212) 668-1427. The Manager’s Code of Ethics is intended to be a codification of the business and ethical principles that guide the Manager, and to deter wrongdoing, to promote honest and ethical conduct, to avoid conflicts of interest, and to foster compliance with applicable governmental laws, rules and regulations, the prompt internal reporting of violations and accountability for adherence to the Code of Ethics.
Mark Shifke, Chairman of the Board
Mark Shifke, 65, is the Chief Financial Officer of DCG and has served as chairman of the Board since January 2024. Since March 2021, Mr. Shifke has served on the board of directors of Dock Ltd., a full-stack payments and digital banking platform. Since September 2023, Mr. Shifke has served on the board of directors of Luno, a cryptocurrency platform. Mr. Shifke has nearly four decades of financial and fintech experience, and more than eight years of CFO experience leading two publicly-traded companies. Prior to joining DCG, Mr. Shifke served as CFO of Billtrust, a company focused on providing AR and cloud-based solutions around payments, and as CFO of Green Dot (NYSE: GDOT), a mobile banking company and payments platform. Previously, Mr. Shifke led teams at JPMorgan Chase and Goldman Sachs, specializing in M&A Structuring and Advisory, as well as Tax Asset Investments. Mr. Shifke also served as the Head of International Structured Finance Group at KPMG. Mr. Shifke began his career at Davis Polk, where he was a partner. He is a graduate of Tulane University (B.A./J.D.) and the New York University School of Law (LL.M. in Taxation).
Matthew Kummell, Board Member
Matt Kummell, 48, is Senior Vice President of Strategy & Operations at DCG and has served as a director of the Manager since January 2024. In his role at DCG, Mr. Kummell leads the business’s post-investment efforts, including investment operations and value creation with regard to DCG’s portfolio companies. Since December 2023, Mr. Kummell has served as a member of the board of directors of Foundry, a digital asset mining and staking company. Until November 2023, Mr. Kummell served on the board of directors of CoinDesk, Inc., a digital media, events and information services company for the crypto asset and blockchain technology community. Until January 2012, Mr. Kummell served on the board of directors of Derivix Corporation, a financial services software company. Prior to joining DCG, Mr. Kummell was the Head of North America for Citi’s Business Advisory Services team, a strategic consulting practice focused on institutional investor clients in Citi’s Markets division. Mr. Kummell has also held strategic and front-office leadership roles at Citadel, Balyasny Asset Management, and S.A.C. Capital Advisors, the predecessor to Point 72 Asset Management. Previously, Mr. Kummell served as a case team leader at Bain & Company in its Boston headquarters. Mr. Kummell is an Adjunct Professor at the Tuck School of Business at Dartmouth College. He is a graduate of the University of California, Los Angeles (B.A.) and the Tuck School of Business at Dartmouth College (MBA).
Peter Mintzberg, Board Member and Chief Executive Officer
Peter Mintzberg, 56, has been the Chief Executive Officer of the Manager and has served as a director of the Manager since August 2024. Mr. Mintzberg joins the Manager from Goldman Sachs, where he served as Global Head of Strategy for Asset and Wealth Management. Prior, he held several global leadership roles in Strategy, M&A, and Investor Relations at BlackRock, Apollo, OppenheimerFunds, and Invesco. With deep knowledge across a broad base of client types and asset classes, Mr. Mintzberg has over two decades of experience developing and executing strategy and innovating to drive growth. Mr. Mintzberg started his career working at McKinsey & Co. in New York, San Francisco, and São Paulo, focused on the financial services and technology sectors. Mr. Mintzberg was recognized as a Latino leader in Finance by The Alumni Society in 2018, and was selected as a David Rockefeller Fellow in the
121
2016-2017 Class by the Partnership for New York City. He earned a bachelor’s degree in engineering from the Universidade Federal Rio de Janeiro, and an MBA from Harvard University.
Edward McGee, Board Member and Chief Financial Officer
Edward McGee, 40, has been the Chief Financial Officer of the Manager since January 2022 and has served as a director of the Manager since January 2024. Before serving as CFO, Mr. McGee was Vice President, Finance and Controller of the Manager since June 2019. Prior to taking on his role at the Manager, Mr. McGee served as a Vice President, Accounting Policy at Goldman, Sachs & Co. providing coverage to their SEC Financial Reporting team facilitating the preparation and review of their financial statements and provided U.S. GAAP interpretation, application and policy development while servicing their Special Situations Group, Merchant Banking Division and Urban Investments Group from 2014 to 2019. From 2011 to 2014, Mr. McGee was an auditor at Ernst & Young providing assurance services to publicly listed companies. Mr. McGee earned his Bachelor of Science degree in accounting from the John H. Sykes College of Business at the University of Tampa and graduated with honors while earning his Master of Accountancy in Financial Accounting from the Rutgers Business School at the State University of New Jersey. Mr. McGee is a Certified Public Accountant licensed in the state of New York.
Hugh Ross, Chief Operating Officer
Hugh Ross, 56, has been the Chief Operating Officer of the Manager since February 2021. Prior to joining the Manager, Mr. Ross served twelve years as Chief Operating Officer of Horizon Kinetics LLC, a New York-based investment manager where he was responsible for the operating infrastructure and various digital asset initiatives. During the ten years immediately preceding his tenure at Horizon Kinetics, Mr. Ross was a Vice President with Goldman Sachs & Co. where he served as Chief Operating Officer of the long-only investment manager research team then-known as Global Manager Strategies (“GMS”), within Goldman Sachs Asset Management (“GSAM”). Mr. Ross also served as a compliance officer for both GSAM and Goldman’s Private Wealth Management business. Prior to joining Goldman Sachs, Mr. Ross worked as an in-house counsel for a transfer agent and started his career as a securities industry attorney representing broker-dealers and investment advisers. Mr. Ross is a graduate of the Goizueta Business School at Emory University (B.B.A.) and New York Law School (J.D.).
Item 11. Executi ve Compensation
Not applicable.
122
Item 12. Security Ownership of Certain Beneficial Ow ners and Management and Related Stockholder Matters
Securities Authorized for Issuance under Equity Compensation Plans and Related Stockholder Matters
Not applicable.
Security Ownership of Certain Beneficial Owners and Management
The Fund does not have any directors, officers or employees. The following table sets forth certain information with respect to the beneficial ownership of the Shares for (i) each person that, to the Manager’s knowledge based on the records of the Transfer Agent and other ownership information provided to the Manager, owns beneficially a significant portion of the Shares; (ii) each director and executive officer of the Manager individually; and (iii) all directors and executive officers of the Manager as a group.
The number of Shares beneficially owned and percentages of beneficial ownership set forth below are based on the number of Shares outstanding as of September 3, 2024.
In accordance with the rules of the SEC, beneficial ownership includes voting or investment power with respect to securities.
Name and Address of Beneficial Owner
Amount and
Nature of
Beneficial
Ownership
Percentage of
Beneficial
Ownership
Significant Shareholders:
Digital Currency Group, Inc. (1)(2)
1,032,073
6.50
%
Directors & Executive Officers of the Manager: (3)
Mark Shifke
*
* %
Matthew Kummell
*
* %
Peter Mintzberg
*
* %
Edward McGee
*
* %
Hugh Ross
*
* %
Directors & executive officers of the Manager as a group
*
* %
(1) Includes 32,414 Shares held by Digital Currency Group, Inc. and 999,659 Shares held by DCG International Investments Ltd., a wholly owned subsidiary of Digital Currency Group, Inc.
(2) On March 2, 2022, the Board of Directors of the Manager approved the purchase by DCG, the parent company of the Manager, of up to an aggregate total of $200 million worth of Shares of the Fund and shares of any of the following five investment products the Manager also acts as the sponsor and manager of, including Grayscale Bitcoin Trust (BTC) (NYSE Arca: GBTC), Grayscale Bitcoin Cash Trust (BCH) (OTCQX: BCHG), Grayscale Ethereum Trust (ETH) (NYSE Arca: ETHE), Grayscale Ethereum Classic Trust (ETC) (OTCQX: ETCG), and Grayscale Stellar Lumens Trust (XLM) (OTCQX: GXLM). Subsequently, DCG authorized such purchase. The Share purchase authorization does not obligate DCG to acquire any specific number of Shares in any period, and may be expanded, extended, modified, or discontinued at any time. From March 2, 2022 through September 3, 2024, DCG had not purchased any Shares of the Fund under this authorization.
(3) The Fund does not have any directors, officers or employees. Under the LLC Agreement, all management functions of the Fund have been delegated to and are conducted by the Manager, its agents and its affiliates.
* Represents beneficial ownership of less than 1%.
Unless otherwise indicated, the address for each shareholder listed in the table above is c/o Grayscale Investments, LLC, 290 Harbor Drive, 4 th Floor, Stamford, Connecticut 06902.
Item 13. Certain Relationships and Relate d Transactions and Director Independence
General
The Manager has not established formal procedures to resolve all potential conflicts of interest. Consequently, shareholders may be dependent on the good faith of the respective parties subject to such conflicts to resolve them equitably. Although the Manager attempts to monitor these conflicts, it is extremely difficult, if not impossible, for the Manager to ensure that these conflicts do not, in fact, result in adverse consequences to the Fund.
The Manager presently intends to assert that shareholders have, by subscribing for Shares of the Fund, consented to the following conflicts of interest in the event of any proceeding alleging that such conflicts violated any duty owed by the Manager to investors.
123
Digital Currency Group, Inc.
Digital Currency Group, Inc. is (i) the sole member and parent company of the Manager, and parent company of Genesis, one of the Liquidity Providers from October 3, 2022 through September 12, 2023, (ii) the indirect parent company of Grayscale Securities, the only acting Authorized Participant as of the date of this Annual Report, and (iii) formerly the indirect parent company of the Index and Reference Rate Provider (prior to its sale to an unaffiliated third party on November 20, 2023), (iv) a minority interest holder in Coinbase, Inc., which operates Coinbase, one of the Digital Asset Trading Platforms included in the Digital Asset Reference Rate for certain digital assets held by the Fund, and which is also the parent company of the Custodian, representing less than 1.0% of its equity, and (v) a minority interest holder in Kraken, one of the Digital Asset Trading Platforms included in the Digital Asset Reference Rate for certain of the digital assets held by the Fund, representing less than 1.0% of its equity.
Digital Currency Group, Inc. has investments in a large number of digital assets and companies involved in the digital asset ecosystem, including trading platforms and custodians. Digital Currency Group, Inc.’s positions on changes that should be adopted in various Digital Asset Networks could be adverse to positions that would benefit the Fund or its shareholders. Additionally, before or after a hard fork on the network of a digital asset held by the Fund, Digital Currency Group, Inc.’s position regarding which fork among a group of incompatible forks of such network should be considered the “true” network could be adverse to positions that would most benefit the Fund.
The Manager
The Manager has a conflict of interest in allocating its own limited resources among, when applicable, different clients and potential future business ventures, to each of which it owes fiduciary duties. Additionally, the professional staff of the Manager also services other affiliates of the Manager, including several other digital asset investment vehicles, and their respective clients. Although the Manager and its professional staff cannot and will not devote all of its or their respective time or resources to the management of the affairs of the Fund, the Manager intends to devote, and to cause its professional staff to devote, sufficient time and resources to manage properly the affairs of the Fund consistent with its or their respective fiduciary duties to the Fund and others.
The Manager and Grayscale Securities are affiliates of each other, and the Manager may engage other affiliated service providers in the future. Because of the Manager’s affiliated status, it may be disincentivized from replacing affiliated service providers. In connection with this conflict of interest, shareholders should understand that affiliated service providers will receive fees for providing services to the Fund. Clients of the affiliated service providers may pay commissions at negotiated rates which are greater or less than the rate paid by the Fund.
The Manager and any affiliated service provider may, from time to time, have conflicting demands in respect of their obligations to the Fund and, in the future, to other clients. It is possible that future business ventures of the Manager and affiliated service providers may generate larger fees, resulting in increased payments to employees, and therefore, incentivizing the Manager and/or the affiliated service providers to allocate it/their limited resources accordingly to the potential detriment of the Fund.
There is an absence of arm’s-length negotiation with respect to some of the terms of the Fund, and, where applicable, there has been no independent due diligence conducted with respect to the Fund. The Manager will, however, not retain any affiliated service providers for the Fund which the Manager has reason to believe would knowingly or deliberately favor any other client over the Fund.
The Authorized Participant
Prior to October 3, 2022, Genesis, an affiliate of the Fund and the Manager, was the only Authorized Participant and was party to a participant agreement with the Manager and the Fund. Since October 3, 2022, the only Authorized Participant is Grayscale Securities, an affiliate of the Fund and the Manager. As a result of this affiliation, the Manager has an incentive to resolve questions between Grayscale Securities, on the one hand, and the Fund and shareholders, on the other hand, in favor of Grayscale Securities (including, but not limited to, questions as to the calculation of the Basket Amount). Lastly, several employees of the Manager and Digital Currency Group, Inc. are FINRA-registered representatives who maintain their licenses through Grayscale Securities.
Prior to September 12, 2023, Genesis, an affiliate of the Fund and the Manager, had been engaged to act as one of the Liquidity Providers. In its capacity as a Liquidity Provider, Genesis engaged in digital asset trading with the Fund’s affiliated entities. For example, when the Manager received the Manager’s Fee in digital assets, it sold the digital assets through Genesis. For this service, Genesis charged the Manager a transaction fee, which was not borne by the Fund. Additionally, the Manager’s parent company, Digital Currency Group, Inc., is the sole shareholder and parent company of Genesis, in addition to a customer of Genesis, and may buy or sell digital assets through Genesis from time to time, independent of the Fund. As of September 12, 2023, Genesis no longer serves as a Liquidity Provider.
Proprietary Trading/Other Clients
Because the officers of the Manager may trade digital assets for their own personal trading accounts (subject to certain internal trading policies and procedures) at the same time as they are managing the account of the Fund, the activities of the officers of the Manager, subject to their fiduciary duties, may, from time-to-time, result in their taking positions in their personal trading accounts which are opposite of the positions taken for the Fund. Records of the Manager’s officers’ personal trading accounts will not be available for inspection by shareholders.
124
The Index Provider and the Reference Rate Provider
DCG was the indirect parent company of the Index Provider and Reference Rate Provider until the Index Provider and Reference Rate Provider was sold by DCG to an unaffiliated third party in November 2023. Prior to its sale by DCG, the Index Provider and Reference Rate Provider was an affiliate of the Manager and the Fund and had an incentive to resolve questions regarding, or changes to, the manner in which the DLCS and/or the manner in which the Digital Asset Reference Rates were constructed and were calculated in a way that favored the Manager and the Fund.
Item 14. Principal Accou ntant Fees and Services
Fees for services performed by Marcum LLP and Friedman LLP, prior to the acquisition of certain assets of Friedman LLP by Marcum LLP effective September 1, 2022, for the years ended June 30, 2024 and 2023 were:
Years Ended June 30,
2024
2023
Audit fees (1)
$
160,125
$
160,125
Total
$
160,125
$
160,125
(1) The Manager was notified that certain assets of Friedman LLP (“Friedman”), the Fund’s independent registered public accounting firm, were acquired by Marcum LLP (“Marcum”) effective September 1, 2022. On September 27, 2022, the Audit Committee of the Board of Directors of the Manager approved the dismissal of Friedman and the engagement of Marcum to serve as the independent registered public accounting firm of the Fund. As of September 1, 2022, the services previously provided by Friedman are provided by Marcum.
In the table above, in accordance with the SEC’s definitions and rules, Audit Fees are fees paid to Marcum LLP for professional services for the audit of the Fund’s financial statements included in the annual report on Form 10-K and review of financial statements included in the quarterly reports on Form 10-Q, and for services that are normally provided by the accountants in connection with regulatory filings or engagements.
Pre-Approved Policies and Procedures
The Fund has no board of directors, and as a result, has no audit committee or pre-approval policy with respect to fees paid to its principal accounting firm. Such determinations, including for the fiscal year ended June 30, 2024, are made by the Manager’s Board of Directors and Audit Committee.
125
PART IV
Item 15. Exhibits and Fina ncial Statements Schedules
1. Financial Statements
See Index to Financial Statements on Page F-1 for a list of the financial statements being filed herein.
2. Financial Statement Schedules
Schedules have been omitted since they are either not required, not applicable, or the information has otherwise been included.
3. Exhibits
Exhibit
Number
Exhibit Description
4.1
Second Amended and Restated Limited Liability Company Agreement (incorporated by reference to Exhibit 4.1 of the Registration Statement on Form 10 filed by the Registrant on May 13, 2021).
4.2
Amendment No. 1 to the Second Amended and Restated Limited Liability Company Agreement (incorporated by reference to Exhibit 4.2 of the Registration Statement on Form 10 filed by the Registrant on May 13, 2021).
4.3
Amendment No. 2 to the Second Amended and Restated Limited Liability Company Agreement (incorporated by reference to Exhibit 4.3 of the current report on Form 8-K filed by the Registrant on July 30, 2021).
4.4
Amendment No. 3 to the Second Amended and Restated Limited Liability Company Agreement (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by the Registrant on March 25, 2024).
4.5
Participant Agreement, dated October 3, 2022, between the Manager and Grayscale Securities, LLC (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by the Registrant on October 3, 2022).
4.6
Description of Registrant’s Securities (incorporated by reference to Exhibit 4.6 of the Annual Report on Form 10-K filed by the Registrant on September 27, 2021).
10.1
Amended and Restated Custodian Agreement, dated June 29, 2022, between the Manager and the Custodian (incorporated by reference to Exhibit 10.1 of the Annual Report on Form 10-K filed by the Registrant on September 1, 2022).
10.2
Distribution and Marketing Agreement, dated October 3, 2022, between the Manager and Grayscale Securities, LLC (incorporated by reference to Exhibit 10.1 of the current report on Form 8-K filed by the Registrant on October 3, 2022).
10.3
Index License Agreement (incorporated by reference to Exhibit 10.1 of the current report on Form 8-K filed by the Registrant on February 4, 2022).
10.4
Amendment No.1 to the Index License Agreement, dated June 20, 2023, between the Manager and the Reference Rate Provider (incorporated by reference to Exhibit 10.1 of the current report on Form 8-K filed by the Registrant on June 23, 2023).
10.5
Transfer Agency and Service Agreement (incorporated by reference to Exhibit 10.4 of the Registration Statement on Form 10 filed by the Registrant on May 13, 2021).
31.1*
Certification by Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certification by Principal Financial and Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*
Certification by Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*
Certification by Principal Financial and Accounting Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents.
104
Cover Page Interactive Data File—The cover page interactive data file does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
* Filed herewith.
126
Portions of this exhibit (indicated by asterisks) have been omitted as the Registrant has determined that (i) the omitted information is not material and (ii) the omitted information is of the type that the Registrant treats as private or confidential.
Item 16. Form 10-K Summary
Not applicable.
127
Glossary of D efined Terms
“ Actual Exchange Rate ”—With respect to any particular asset, at any time, the price per single unit of such asset (determined net of any associated fees) at which the Fund is able to sell such asset for U.S. dollars (or other applicable fiat currency) at such time to enable the Fund to timely pay any Additional Fund Expenses, through use of the Manager’s commercially reasonable efforts to obtain the highest such price.
“ Additional Fund Expenses ”—Together, any expenses incurred by the Fund in addition to the Manager’s Fee that are not Manager-paid Expenses, including, but not limited to, (i) taxes and governmental charges, (ii) expenses and costs of any extraordinary services performed by the Manager (or any other service provider) on behalf of the Fund to protect the Fund or the interests of shareholders (including in connection with any Forked Assets), (iii) any indemnification of the Custodian or other agents, service providers or counterparties of the Fund, (iv) the fees and expenses related to the listing, quotation or trading of the Shares on any Secondary Market (including legal, marketing and audit fees and expenses) to the extent exceeding $600,000 in any given fiscal year and (v) extraordinary legal fees and expenses, including any legal fees and expenses incurred in connection with litigation, regulatory enforcement or investigation matters.
“ Administrator Fee ”—The fee payable to any administrator of the Fund for services it provides to the Fund, which the Manager will pay such administrator as a Manager-paid Expense.
“ AEOI Regulations ”—Cayman Islands regulations have been issued to give effect to the Automatic Exchange of Information, which consists of the U.S. IGA and the CRS.
“ Affirmative Action ”—A decision by the Fund to acquire or abandon specific Forked Assets at any time prior to the time of a creation of Shares.
“ Agent ”—A Person appointed by the Fund to act on behalf of the shareholders in connection with any distribution of Forked Assets.
“ Authorized Participant ”—Certain eligible financial institutions that have entered into an agreement with the Fund and the Manager concerning the creation of Shares. Each Authorized Participant (i) is a registered broker-dealer, (ii) has entered into a Participant Agreement with the Manager and (iii) owns a digital wallet address that is known to the Custodian as belonging to the Authorized Participant or a Liquidity Provider.
“ Avalanche ” or “ AVAX ”—A type of digital asset based on an open-source cryptographic protocol existing on the Avalanche network.
“ Basket ”—A block of 100 Shares.
“ Basket Amount ”—The sum of (x) the Fund Component Basket Amounts for all Fund Components, (y) the Forked Asset Portion and (z) the Cash Portion, in each case, as of such trade date.
“ Bitcoin ”—A type of digital asset based on an open-source cryptographic protocol existing on the Bitcoin network.
“ Bitcoin Cash ” or “ BCH ”—A type of digital asset based on an open-source cryptographic protocol existing on the Bitcoin Cash network.
“ Blockchain ” or “ blockchain ”—The public transaction ledger of a Digital Asset Network on which miners or validators solve algorithmic equations allowing them to add records of recent transactions (called “blocks”) to the chain of transactions in exchange for an award of digital assets from a Digital Asset Network and the payment of transaction fees, if any, from users whose transactions are recorded in the block being added.
“ Cardano ” or “ ADA ”—A type of digital asset based on an open-source cryptographic protocol existing on the Cardano network.
“ Cash Account ”—Any bank account of the Fund in which the Fund holds any portion of its U.S. dollars.
“ Cash Portion ”—For any trade date, the amount of U.S. dollars determined by dividing (x) the amount of U.S. dollars or other fiat currency (as converted into U.S. dollars at the applicable exchange rate as of 4:00 p.m., New York time) held by the Fund at 4:00 p.m., New York time, on such trade date by (y) the number of Shares outstanding at such time (with the quotient so obtained calculated to one one-hundred-millionth), and multiplying such quotient by 100.
“ CEA ”—Commodity Exchange Act of 1936, as amended.
128
“ CFTC ”—The U.S. Commodity Futures Trading Commission, an independent agency with the mandate to regulate commodity futures and option markets in the United States.
“ Chainlink ” or “ LINK ”—A type of digital asset based on an open-source cryptographic protocol existing on the Ethereum network.
“ Code ”—The U.S. Internal Revenue Code of 1986, as amended.
“ Covered Person ”—As defined in the section “Description of the LLC Agreement—Fiduciary and Regulatory Duties of the Manager.”
“ Creation Basket ”—Basket of Shares issued by the Fund in exchange the transfer of the Total Basket Amount required for each such Creation Basket.
“ Creation Time ”—With respect to the creation of any Shares by the Fund, the time at which the Fund creates such Shares.
“ Custodial Services ”—The Custodian’s services that (i) allow digital assets to be deposited from a public blockchain address to the Fund’s Digital Asset Accounts and (ii) allow the Fund and the Manager to withdraw digital assets from the Fund’s Digital Asset Accounts to a public blockchain address the Fund or the Manager controls pursuant to instructions the Fund or Manager provides to the Custodian.
“ Custodian ”—Coinbase Custody Trust Company, LLC.
“ Custodian Agreement ”—The Amended and Restated Custodial Services Agreement, dated as of June 29, 2022, by and between the Fund, Manager and Custodian that governs the Fund’s and Manager’s use of the Custodial Services provided by the Custodian as a fiduciary with respect to the Fund’s assets.
“ Custodian Fee ”—Fee payable to the Custodian for services it provides to the Fund, which the Manager shall pay to the Custodian as a Manager-paid Expense.
“ CRS ”—The OECD Standard for Automatic Exchange of Financial Account Information – Common Reporting Standard.
“ DCG ”—Digital Currency Group, Inc.
“ Digital Asset Account ”—Each segregated custody account controlled and secured by the Custodian to store private keys of the Fund, which allow for the transfer of ownership or control of the Fund’s digital assets on the Fund’s behalf.
“ Digital Asset Market ”—A “Brokered Market,” “Dealer Market,” “Principal-to-Principal Market” or “Exchange Market” (referred to as “Trading Platform Market” in this Annual Report), as each such term is defined in the Financial Accounting Standards Board Accounting Standards Codification Master Glossary.
“ Digital Asset Network ”—The online, end-user-to-end-user network hosting a public transaction ledger, known as a Blockchain, and the source code comprising the basis for the cryptographic and algorithmic protocols governing such Digital Asset Network. See “Item 1. Business—Overview of the Digital Asset Industry and Market.”
“ Digital Asset Reference Rate ”—With respect to any Fund Component (and, if possible, each Forked Asset) as of any business day, the price in U.S. dollars of such Fund Component (and, if possible, each Forked Asset), as determined by reference to the Index Price or an Indicative Price (or prior to July 1, 2022, an Old Indicative Price) reported by CoinDesk Indices, Inc. for such Fund Component (and, if possible, each Forked Asset) as of 4:00 p.m., New York time, on any business day.
“ Digital Asset Trading Platform ”—An electronic marketplace where trading platform participants may trade, buy and sell digital assets based on bid-ask trading. The largest Digital Asset Trading Platforms are online and typically trade on a 24-hour basis, publishing transaction price and volume data.
“ Digital Asset Trading Platform Market ”—The global trading platform market for the trading of digital assets, which consists of transactions on electronic Digital Asset Trading Platforms.
“ Distribution and Marketing Agreement ”—The agreement among the Manager and the distributor and marketer, which sets forth the obligations and responsibilities of the distributor and marketer.
“ DLCS ”—The CoinDesk Large Cap Select Index (DLCS).
129
“ DLCS Methodology ”—The criteria that a digital asset must meet to be eligible for inclusion in the DLCS, as determined from time to time by the Index Provider.
“ DTC ”—The Depository Trust Company. DTC is a limited purpose trust company organized under New York law, a member of the U.S. Federal Reserve System and a clearing agency registered with the SEC. DTC will act as the securities depository for the Shares.
“ Ether ”—Ethereum tokens, which are a type of digital asset based on an open-source cryptographic protocol existing on the Ethereum network.
“ Ethereum Classic ” or “ ETC ”—Ethereum Classic tokens, which are a type of digital asset based on an open-source cryptographic protocol existing on the Ethereum Classic network.
“ Exchange Act ”—The Securities Exchange Act of 1934, as amended.
“ FDIC ”—The Federal Deposit Insurance Corporation.
“ FinCEN ”—The Financial Crimes Enforcement Network, a bureau of the U.S. Department of the Treasury.
“ FINRA ”—The Financial Industry Regulatory Authority, Inc., which is the primary regulator in the United States for broker-dealers, including Authorized Participants.
“ Forked Asset ”—Any asset other than cash that is held by the Fund at any time other than a Fund Component, including (i) any right, arising from a fork, airdrop or similar occurrence, to acquire (or otherwise establish dominion and control over) any digital asset or other asset or right and (ii) any digital asset or other asset or right acquired by the Fund through the exercise of a right described in the preceding clause (i), in each case, until such time as the Manager designates such asset as a Fund Component.
“ Forked Asset Portion ”—For any Trade Date, the amount of U.S. dollars determined by dividing (x) the aggregate value in U.S. dollars of the Fund’s Forked Assets at 4:00 p.m., New York time, on such Trade Date (calculated, to the extent possible, by reference to Digital Asset Reference Rates) by (y) the number of Shares outstanding at such time (with the quotient so obtained calculated to one one-hundred-millionth), and multiplying such quotient by 100.
“ FRA ”—The Financial Reporting Authority of the Cayman Islands.
“ Fund Accounts ”—The Cash Account and the Digital Asset Accounts, collectively.
“ Fund Component ”—A digital asset designated as such by the Manager in accordance with the policies and procedures set forth in this Annual Report.
“ Fund Component Aggregate Liability Amount ”—For any Fund Component and any trade date, an amount of tokens of such Fund Component equal to the sum of (x) all accrued but unpaid Fund Component Fee Amounts for such Fund Component as of 4:00 p.m., New York time, on such trade date and (y) the Fund Component Expense Amount as of 4:00 p.m., New York time, on such trade date.
“ Fund Component Basket Amount ”—As of any trade date, the amount tokens of such Fund Component required to be delivered in connection with each Creation Basket, as determined by dividing the amount of tokens of such Fund Component held by the Fund at 4:00 p.m., New York time, on such trade date, after deducting the applicable Fund Component Aggregate Liability Amount, by the number of Shares outstanding at such time (the quotient so obtained calculated to one one-hundred-millionth (i.e., carried to the eighth decimal place)) and multiplying the quotient so obtained for the Fund Component by 100.
“ Fund Component Fee Amount ”—For any day, the amount of tokens of each Fund Component payable as the Manager’s Fee.
“ Fund Documents ”—The LLC Agreement and Custodian Agreement, collectively.
“ Fund Rebalancing Period ”—Any period during which the Manager reviews for rebalancing the Fund’s portfolio in accordance with the policies and procedures set forth in this Annual Report. For purposes of the Limited Liability Company Agreement, the term Fund Rebalancing Period shall mean the Fund Rebalancing Period as defined herein.
“ GAAP ”—United States generally accepted accounting principles.
“ Genesis ”—Genesis Global Trading, Inc., a wholly owned subsidiary of Digital Currency Group, Inc., which served as a Liquidity Provider from October 3, 2022 to September 12, 2023.
130
“ Grayscale Securities ”—Grayscale Securities, LLC, a wholly owned subsidiary of the Manager, which as of the date of this Annual Report, is the only acting Authorized Participant.
“ Index License Agreement ”—The license agreement, dated as of February 1, 2022, between the Reference Rate Provider and the Manager governing the Manager’s use of data collected from the Digital Asset Trading Platforms trading digital assets selected by the Reference Rate Provider for calculation of the Digital Asset Reference Rates, as amended by Amendment No. 1 thereto and as the same may be amended from time to time.
“ Index Price ”—A price for a Fund Component determined by the Reference Rate Provider by further cleansing and compiling the trade data used to determine the Indicative Price in such a manner as to algorithmically reduce the impact of anomalistic or manipulative trading.
“ Index Provider ”—CoinDesk Indices, Inc., a Delaware corporation that designed and manages the DLCS. Prior to its sale to an unaffiliated third party on November 20, 2023, DCG was the indirect parent company of CoinDesk Indices, Inc. As a result, CoinDesk Indices, Inc. was an affiliate of the Manager and the Fund and was considered a related party of the Fund.
“ Index Rebalancing Period ”—Any period during which the Index Provider reviews for rebalancing the DLCS in accordance with the policies and procedures set forth in this Annual Report.
“ Indicative Price ”—A volume-weighted average price in U.S. dollars for a Fund Component as of 4:00 p.m., New York time, for the immediately preceding 60-minute period derived from data collected from Digital Asset Trading Platforms trading such Fund Component selected by the Reference Rate Provider.
“ Investment Advisers Act ”—U.S. Investment Advisers Act of 1940, as amended.
“ Investment Company Act ”—U.S. Investment Company Act of 1940, as amended.
“ Investor ”—Any investor that has entered into a subscription agreement with an Authorized Participant, pursuant to which such Authorized Participant will act as agent for the investor.
“ IRS ”—The U.S. Internal Revenue Service, a bureau of the U.S. Department of the Treasury.
“ Layer 1 ”—The underlying blockchain layer on which transactions are executed and confirmed, and on which decentralized applications and smart contracts may be built.
“ Layer 2 ” —Protocols built on top of an underlying blockchain layer intended to provide scalability to the underlying blockchain by increasing transaction efficiency.
“ Liquidity Provider ”—A service provider that facilitates the purchase of digital assets in connection with the creation of Baskets.
“ Litecoin ” or “ LTC ”—Litecoin tokens, which are a type of digital asset based on an open-source cryptographic protocol existing on the Litecoin network.
“ LLC Agreement ”—The Second Amended and Restated Limited Liability Company Agreement establishing and governing the operations of the Fund, as amended by Amendments No. 1, No. 2, and No. 3 thereto, and as the same may be amended from time to time.
“ LLC Act ”—Limited Liability Companies Act (As Revised) of the Cayman Islands (as amended or any successor statute thereto).
“ Manager ”—Grayscale Investments, LLC, or any substitute therefor as provided herein, or any successor thereto by merger or operation of law.
“ Manager-paid Expenses ”—The fees and expenses incurred by the Fund in the ordinary course of its affairs, excluding taxes, that the Manager is obligated to assume and pay, including: (i) the Marketing Fee, (ii) the Administrator Fee, (iii) fees for the Custodian and any other security vendor engaged by the Fund (iv) the Transfer Agent Fee, (v) the fees and expenses related to the listing, quotation or trading of the Shares on any Secondary Market (including customary legal, marketing and audit fees and expenses) in an amount up to $600,000 in any given Fiscal Year, (vi) ordinary course legal fees and expenses, (vii) audit fees, (viii) regulatory fees, including, if applicable, any fees relating to the registration of the Shares under the Securities Act or the Exchange Act and fees relating to registration and any other regulatory requirements in the Cayman Islands, (ix) printing and mailing costs, (x) costs of maintaining the Fund’s website and (xi) applicable license fees with respect to the Fund.
131
“ Manager’s Fee ”—A fee that accrues daily in U.S. dollars at an annual rate of 2.5% of the Fund’s NAV Fee Basis Amount as of 4:00 p.m., New York time, and will generally be paid in the Fund Components then held by the Fund in proportion to such Fund Components’ respective Weightings. For any day that is not a business day or in a Fund Rebalancing Period, the Manager’s Fee will accrue in U.S. dollars at a rate of 2.5% of the most recently calculated NAV Fee Basis Amount of the Fund. The Manager’s Fee is payable to the Manager monthly in arrears.
“ Marketing Fee ”—Fee payable to the marketer for services it provides to the Fund, which the Manager will pay to the marketer as a Manager-paid Expense.
“ NAV ”—The aggregate value, expressed in U.S. dollars, of the Fund’s assets, less the U.S. dollar value of its liabilities and expenses, a Non-GAAP metric, calculated in the manner set forth under “Item 1. Business—Valuation of Digital Assets and Determination of NAV.” See also “Item 1. Business—Investment Objective” for a description of the Fund’s Principal Market NAV, as calculated in accordance with GAAP. Prior to February 7, 2024, NAV was referred to as Digital Asset Holdings. For purposes of the LLC Agreement, the term Digital Asset Holdings shall mean the NAV as defined herein.
“ NAV Fee Basis Amount ”—The amount on which the Manager’s Fee for the Fund is based, as calculated in the manner set forth under “Item 1. Business—Valuation of Digital Assets and Determination of NAV.” For purposes of the LLC Agreement, the term Digital Asset Holdings Basis Amount shall mean the NAV Fee Basis Amount as defined herein.
“ Old Indicative Price ”—A volume-weighted average price in U.S. dollars for the Fund Component for the immediately preceding 24-hour period derived from data collected from Digital Asset Trading Platforms trading such Fund Component selected by the Reference Rate Provider.
“ OTCQX ”—The OTCQX Best Market ® of OTC Markets Group Inc.
“ Participant Agreement” —An agreement entered into by an Authorized Participant with the Manager that provides the procedures for the creation of Baskets and for the delivery of digital assets required for Creation Baskets.
“ Pre-Creation Abandonment ”—The abandonment by the Fund, irrevocably for no direct or indirect consideration, all Forked Assets to which the Fund would otherwise be entitled, effective immediately prior to a Creation Time.
“ Pre-Creation Abandonment Notice ”—A notice delivered by the Manager to the Custodian, on behalf of the Fund, stating that the Fund is abandoning irrevocably for no direct or indirect consideration, effective immediately prior to each Creation Time, all Forked Assets to which it would otherwise be entitled as of such time and with respect to which the Fund has not taken any Affirmative Action at or prior to such time.
“ Polkadot ” or “ DOT ”—A type of digital asset based on an open-source cryptographic protocol existing on the Polkadot network.
“ Polygon ” or “ MATIC ”—A type of digital asset based on an open-source cryptographic protocol existing on the Ethereum network.
“ Principal Market NAV ”—The net asset value of the Fund determined on a GAAP basis. Prior to February 7, 2024, Principal Market NAV was referred to as NAV.
“ Reference Rate Provider ”—CoinDesk Indices, Inc., a Delaware corporation that publishes the Digital Asset Reference Rates. Prior to its sale to an unaffiliated third party on November 20, 2023, DCG was the indirect parent company of CoinDesk Indices, Inc. As a result, CoinDesk Indices, Inc. was an affiliate of the Manager and the Fund and was considered a related party of the Fund.
“ Rule 144 ”—Rule 144 under the Securities Act.
“ SEC ”—The U.S. Securities and Exchange Commission.
“ Secondary Market ”—Any marketplace or other alternative trading system, as determined by the Manager, on which the Shares may then be listed, quoted or traded, including but not limited to, the OTCQX Best Market of OTC Markets Group Inc.
“ Securities Act ”—The Securities Act of 1933, as amended.
“ Securities Exchange Act ” or “ Exchange Act ”—The Securities Exchange Act of 1934, as amended.
“ Shares ”—Equal, fractional, undivided interests in the profits, losses, distributions, capital and assets of, and ownership of, the Fund with such relative rights and terms as set out in the LLC Agreement.
132
“ SIPC ”—The Securities Investor Protection Corporation
“ Solana ” or “ SOL ”—A type of digital asset based on an open-source cryptographic protocol existing on the Solana network.
“ Staking ”—Means (i) using, or permitting to be used, in any manner, directly or indirectly, through an agent or otherwise (including, for the avoidance of doubt, through a delegation of rights to any third party with respect to any portion of the Fund Property, by making any portion of the Fund Property available to any third party or by entering into any similar arrangement with a third party), any portion of the Fund Property in a PoS validation protocol and (ii) accepting any Staking Consideration. For the avoidance of doubt, staking activities do not include the mere act of transferring units of virtual currency on a peer-to-peer virtual currency network that utilizes a PoS validation protocol.
“ Staking Consideration ”—Any consideration of any kind whatsoever, including, but not limited to, any staking reward paid in fiat currency or paid in kind, in exchange for using, or permitting to be used, any portion of the Fund Property as described in clause (i) of the definition of “Staking.”
“ Target Coverage Ratio Methodology ”—The criteria, established by the Manager, that the Fund used to determine which digital assets would be included in the Fund Components, prior to July 1, 2022.
“ Total Basket Amount ”—The Basket Amount multiplied by the number of Baskets being created or redeemed.
“ Transfer Agency and Service Agreement ”—The agreement between the Manager and the Transfer Agent which sets forth the obligations and responsibilities of the Transfer Agent with respect to transfer agency services and related matters.
“ Transfer Agent ”—Continental Stock Transfer & Trust Company, a Delaware corporation.
“ Transfer Agent Fee ”—Fee payable to the Transfer Agent for services it provides to the Fund, which the Manager will pay to the Transfer Agent as a Manager-paid Expense.
“ Treasury Regulations ”—The regulations, including proposed or temporary regulations, promulgated under the Code.
“ Uniswap ” or “ UNI ”—A type of digital asset based on an open-source cryptographic protocol existing on the Ethereum network.
“ U.S. ”—United States.
“ U.S. dollar ,” “ USD ” or “ $ ”—United States dollar or dollars.
“ Weighting ”—For any Fund Component, the percentage of the total U.S. dollar value of the aggregate Fund Components at any time that is represented by tokens of such Fund Component.
“ XRP ”—XRP tokens, which are a type of digital asset based on a cryptographic protocol existing on the Ripple network.
133
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned in the capacities* indicated, thereunto duly authorized.
Grayscale Investments, LLC
as Manager of Grayscale Digital Large Cap Fund LLC
By:
/s/ Peter Mintzberg
Name:
Peter Mintzberg
Title:
Member of the Board of Directors
and Chief Executive Officer (Principal
Executive Officer)*
By:
/s/ Edward McGee
Name:
Edward McGee
Title:
Member of the Board of Directors and Chief Financial Officer (Principal Financial and Accounting Officer)*
By:
/s/ Mark Shifke
Name:
Mark Shifke
Title:
Chairman of the Board of Directors
Director*
By:
/s/ Matthew Kummell
Name:
Matthew Kummell
Title:
Member of the Board of Directors
Director*
Date: September 6, 2024
* The Registrant is a fund and the persons are signing in their capacities as officers or directors of Grayscale Investments, LLC, the Manager of the Registrant.
134
INDEX TO FINANCIAL STATEMENTS
Page
Grayscale Digital Large Cap Fund LLC Annual Financial Statements
Reports of Independent Registered Public Accounting Firms (Marcum LLP, PCAOB ID 688 ; Friedman LLP, PCAOB ID 711 )
F- 2
Statements of Assets and Liabilities at June 30, 2024 and 2023
F- 4
Schedules of Investments at June 30, 2024 and 2023
F- 5
Statements of Operations for the years ended June 30, 2024, 2023 and 2022
F- 6
Statements of Changes in Net Assets for the years ended June 30, 2024, 2023 and 2022
F- 7
Notes to Financial Statements
F- 8
F- 1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Manager of
Grayscale Digital Large Cap Fund LLC
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities, including the schedules of investments, of Grayscale Digital Large Cap Fund LLC (the “Fund”) as of June 30, 2024 and 2023, and the related statements of operations and changes in net assets for each of the two years in the period ended June 30, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of June 30, 2024 and 2023, and the results of its operations for each of the two years in the period ended June 30, 2024, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the management of the Fund’s Manager, Grayscale Investments, LLC. Our responsibility is to express an opinion on the Fund’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
Emphasis of Matter - Investment in Digital Assets
In forming our opinion, we have considered the adequacy of the disclosures included in Note 9 to the financial statements concerning among other things the risks and uncertainties related to the Fund’s investments in digital assets and Incidental Rights or IR Virtual Currency that arise as a result of the Fund’s investments in digital assets. The risks and rewards to be recognized by the Fund associated with its investments in digital assets will be dependent on many factors outside of the Fund’s control. The currently immature nature of the digital asset markets including clearing, settlement, custody and trading mechanisms, the dependency on information technology to sustain digital assets continuity, as well as valuation and volume volatility all subject digital assets to unique risks of theft, loss, or other misappropriation as well as valuation uncertainty. Furthermore, these factors also contribute to the significant uncertainty with respect to the future viability and value of digital assets. Our opinion is not qualified in respect to this matter.
/s/ Marcum LLP
We have served as the Fund’s auditor since 2018 (such date takes into account the acquisition of certain assets of Friedman LLP by Marcum LLP effective September 1, 2022).
New York, New York
September 6, 2024
F- 2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Manager of
Grayscale Digital Large Cap Fund LLC
Opinion on the Financial Statements
We have audited the statements of operations and changes in net assets of Grayscale Digital Large Cap Fund LLC (the “Fund”) for the year ended June 30, 2022, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the results of the Fund’s operations for the year ended June 30, 2022, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the management of the Fund’s Manager. Our responsibility is to express an opinion on the Fund’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
Emphasis of Matter - Investments in Digital Assets
In forming our opinion, we have considered the adequacy of the disclosures included in Note 9 to the financial statements concerning among other things the risks and uncertainties related to the Fund’s investment in Digital Assets and Incidental Rights or IR Virtual Currency that arise as a result of the Fund’s investment in Digital Assets. The risks and rewards to be recognized by the Fund associated with its investment in Digital Assets will be dependent on many factors outside of the Fund’s control. The currently immature nature of the Digital Assets market including clearing, settlement, custody and trading mechanisms, the dependency on information technology to sustain Digital Assets continuity, as well as valuation and volume volatility all subject Digital Assets to unique risks of theft, loss, or other misappropriation as well as valuation uncertainty. Furthermore, these factors also contribute to the significant uncertainty with respect to the future viability and value of Digital Assets. Our opinion is not qualified in respect to this matter.
/s/ Friedman LLP
We have served as the Fund’s auditor from 2018 through 2022.
East Hanover, New Jersey
September 1, 2022
F- 3
GRAYSCALE DIGITAL LARGE CAP FUND LLC
STATEMENTS OF ASSET S AND LIABILITIES
(Amounts in thousands, except Share and per Share amounts)
June 30,
2024
2023
Assets:
Investments in digital assets, at fair value (cost $ 122,519 and $ 124,888 as of June 30, 2024 and 2023, respectively)
$
526,956
$
272,632
Total assets
$
526,956
$
272,632
Liabilities:
Manager's Fee payable, related party
$
-
$
-
Total liabilities
-
-
Net assets
$
526,956
$
272,632
Shares issued and outstanding, no par value (unlimited Shares authorized)
15,867,400
15,867,400
Principal market net asset value per Share
$
33.21
$
17.18
See accompanying notes to financial statements.
F- 4
GRAYSCALE DIGITAL LARGE CAP FUND LLC
SCHEDULES OF INVESTMENTS
( Amounts in thousands, except quantity of each Fund Component and percentages)
June 30, 2024
Quantity
Cost
Fair Value
% of Net
Assets
Investment in Bitcoin
5,990.49484890
$
73,864
$
370,987
70.41
%
Investment in Ether
36,577.59452337
18,310
125,205
23.76
%
Investment in SOL
135,348.78720949
16,294
19,574
3.71
%
Investment in XRP
16,719,307.919340
9,764
7,917
1.50
%
Investment in AVAX
114,955.66479380
4,287
3,273
0.62
%
Net assets
$
122,519
$
526,956
100.00
%
June 30, 2023
Quantity
Cost
Fair Value
% of Net
Assets
Investment in Bitcoin
6,230.97866186
$
72,585
$
189,185
69.39
%
Investment in Ether
39,445.13266916
19,154
75,964
27.86
%
Investment in ADA
11,194,902.551275
15,246
3,195
1.17
%
Investment in SOL
123,915.89529091
15,416
2,366
0.87
%
Investment in MATIC
2,926,029.61320324
2,487
1,922
0.71
%
Net assets
$
124,888
$
272,632
100.00
%
See accompanying notes to financial statements.
F- 5
GRAYSCALE DIGITAL LARGE CAP FUND LLC
STATEMENTS OF OPERATIONS
( Amounts in thousands)
Years Ended June 30,
2024
2023
2022
Investment income:
Investment income
$
-
$
-
$
-
Expenses:
Manager's Fee, related party
9,872
5,373
11,214
Net investment loss
( 9,872
)
( 5,373
)
( 11,214
)
Net realized and unrealized gain (loss) from:
Net realized gain (loss) on investments in digital assets
7,503
( 18,714
)
46,849
Net change in unrealized appreciation on investments in digital assets
256,693
122,867
( 230,026
)
Net realized and unrealized gain (loss) on investments
264,196
104,153
( 183,177
)
Net increase (decrease) in net assets resulting from operations
$
254,324
$
98,780
$
( 194,391
)
See accompanying notes to financial statements.
F- 6
GRAYSCALE DIGITAL LARGE CAP FUND LLC
STATEMENTS OF CHANG ES IN NET ASSETS
( Amounts in thousands, except change in Shares outstanding)
Years Ended June 30,
2024
2023
2022
Increase (decrease) in net assets from operations:
Net investment loss
$
( 9,872
)
$
( 5,373
)
$
( 11,214
)
Net realized gain (loss) on investments in digital assets
7,503
( 18,714
)
46,849
Net change in unrealized appreciation on investments in digital assets
256,693
122,867
( 230,026
)
Net increase (decrease) in net assets resulting from operations
254,324
98,780
( 194,391
)
Increase in net assets from capital share transactions:
Shares issued
-
-
935
Net increase in net assets resulting from capital share transactions
-
-
935
Total increase (decrease) in net assets from operations and capital share transactions
254,324
98,780
( 193,456
)
Net assets:
Beginning of year
272,632
173,852
367,308
End of year
$
526,956
$
272,632
$
173,852
Change in Shares outstanding:
Shares outstanding at beginning of year
15,867,400
15,867,400
15,837,800
Shares issued
-
-
29,600
Net increase in Shares
-
-
29,600
Shares outstanding at end of year
15,867,400
15,867,400
15,867,400
See accompanying notes to financial statements.
F- 7
GRAYSCALE DIGITAL LARGE CAP FUND LLC
NOTES TO THE FINA NCIAL STATEMENTS
1. Organization
Grayscale Digital Large Cap Fund LLC (the “Fund”) was constituted as a Cayman Islands limited liability company on January 25, 2018 (the inception of the Fund) and commenced operations on February 1, 2018. In general, the Fund will hold digital assets. Historically, through the period ended June 30, 2022, a digital asset had been eligible for inclusion in the Fund’s portfolio if it satisfied market capitalization, liquidity and coverage criteria as determined by the Manager (as defined below in Note 4). Effective July 1, 2022, the Fund’s digital assets consist of digital assets that comprise the CoinDesk Large Cap Select Index (the “DLCS”), as rebalanced from time to time, subject to the Manager’s discretion to exclude individual digital assets in certain cases. The DLCS is designed and managed by CoinDesk Indices, Inc. (in this capacity, the “Index Provider”), as discussed in Note 4. At the inception of the Fund, the digital assets included in the Fund’s portfolio were: Bitcoin, Ethereum (“Ether”), XRP, Bitcoin Cash (“BCH”) and Litecoin (“LTC”). As of June 30, 2024 , the digital assets included in the Fund’s portfolio were: Bitcoin, Ethereum (“Ether”), Solana (“SOL”), XRP, and Avalanche (“AVAX”) (collectively, the “Fund Components”). On a quarterly basis beginning on the second business day of January, April, July and October of each year, the Manager performs an analysis and may rebalance the Fund’s portfolio based on these results in accordance with policies and procedures as set forth in the Fund’s Limited Liability Company Agreement (the “LLC Agreement”). The Fund is authorized under the LLC Agreement to create and issue an unlimited number of equal, fractional, undivided interests in the profits, losses, distributions, capital and assets of, and ownership of, the Fund (“Shares”) (in minimum baskets of 100 Shares, referred to as “Baskets”) in connection with creations. The redemption of Shares is not currently contemplated and the Fund does not currently operate a redemption program. Subject to receipt of regulatory approval and approval by the Manager in its sole discretion, the Fund may in the future operate a redemption program. The Fund currently has no intention of seeking regulatory approval to operate an ongoing redemption program. The Fund’s investment objective is to hold the top digital assets by market capitalization and for the value of the Shares to reflect the value of such Fund Components at any given time, less the Fund’s expenses and other liabilities.
From time to time, the Fund may hold cash in U.S. dollars and positions in digital assets as a result of a fork, airdrop or similar event through which the Fund becomes entitled to another digital asset or other property by virtue of its ownership of one or more of the digital assets it then holds (each such new asset, a “Forked Asset”).
Grayscale Investments, LLC (“Grayscale” or the “Manager”) acts as the Manager of the Fund and is a wholly owned subsidiary of Digital Currency Group, Inc. (“DCG”). The Manager is responsible for the day-to-day administration of the Fund pursuant to the provisions of the LLC Agreement. Grayscale is responsible for preparing and providing annual and quarterly reports on behalf of the Fund to investors and is also responsible for selecting and monitoring the Fund’s service providers. As partial consideration for the Manager’s services, the Fund pays Grayscale a Manager’s Fee as discussed in Note 7. The Manager also acts as the sponsor and manager of other investment products including Grayscale Avalanche Trust (AVAX), Grayscale Basic Attention Token Trust (BAT) (OTCQB: GBAT), Grayscale Bitcoin Trust (BTC) (NYSE Arca: GBTC), Grayscale Bitcoin Cash Trust (BCH) (OTCQX: BCHG), Grayscale Bitcoin Mini Trust (BTC) (NYSE Arca: BTC), Grayscale Bittensor Trust (TAO), Grayscale Chainlink Trust (LINK) (OTCQX: GLNK), Grayscale Decentraland Trust (MANA) (OTCQX: MANA), Grayscale Ethereum Trust (ETH) (NYSE Arca: ETHE), Grayscale Ethereum Classic Trust (ETC) (OTCQX: ETCG), Grayscale Ethereum Mini Trust (ETH) (NYSE Arca: ETH), Grayscale Filecoin Trust (FIL) (OTC Markets: FILG), Grayscale Horizen Trust (ZEN) (OTCQX: HZEN), Grayscale Litecoin Trust (LTC) (OTCQX: LTCN), Grayscale Livepeer Trust (LPT) (OTCQX: GLIV), Grayscale MakerDao Trust (MKR), Grayscale Solana Trust (SOL) (OTCQX: GSOL), Grayscale Stacks Trust (STX), Grayscale Stellar Lumens Trust (XLM) (OTCQX: GXLM), Grayscale Sui Trust (SUI), Grayscale Zcash Trust (ZEC) (OTCQX: ZCSH), Grayscale Decentralized AI Fund LLC, Grayscale Decentralized Finance (DeFi) Fund LLC (OTCQB: DEFG), and Grayscale Smart Contract Platform Ex Ethereum (ETH) Fund LLC, each of which is an affiliate of the Fund. The following investment products sponsored or managed by the Manager are also SEC reporting companies with their shares registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): Grayscale Bitcoin Cash Trust (BCH), Grayscale Ethereum Classic Trust (ETC), Grayscale Horizen Trust (ZEN), Grayscale Litecoin Trust (LTC), Grayscale Stellar Lumens Trust (XLM), and Grayscale Zcash Trust (ZEC). The following investment products sponsored by the Manager are SEC reporting companies with their shares registered pursuant to Section 12(b) of the Exchange Act: Grayscale Bitcoin Trust (BTC), Grayscale Ethereum Trust (ETH) (as of July 23, 2024), Grayscale Ethereum Mini Trust (ETH) (as of July 23, 2024), and Grayscale Bitcoin Mini Trust (BTC) (as of July 31, 2024). Grayscale Advisors, LLC, a Registered Investment Advisor and an affiliate of the Manager, is the advisor to the Grayscale Future of Finance (NYSE Arca: GFOF) product.
Authorized Participants of the Fund are the only entities who may place orders to create or, if permitted, redeem Baskets. Grayscale Securities, LLC (“Grayscale Securities” or, in such capacity, an “Authorized Participant”), a registered broker-dealer and wholly owned subsidiary of the Manager, is the only Authorized Participant, and is party to a participant agreement with the Manager and the Fund. Additional Authorized Participants may be added at any time, subject to the discretion of the Manager. Liquidity Providers who are unaffiliated with the Fund may be engaged from time to time and at any time. Genesis Global Trading, Inc. (“Genesis”), a wholly owned subsidiary of DCG, served as a Liquidity Provider from October 3, 2022 to September 12, 2023.
F- 8
The custodian of the Fund is Coinbase Custody Trust Company, LLC (the “Custodian”), a third-party service provider. The Custodian is responsible for safeguarding the Fund Components and Forked Assets held by the Fund, and holding the private key(s) that provide access to the Fund’s digital wallets and vaults.
The transfer agent for the Fund (the “Transfer Agent”) is Continental Stock Transfer & Trust Company. The responsibilities of the Transfer Agent are to maintain creations, redemptions, transfers, and distributions of the Fund’s Shares which are primarily held in book-entry form.
On October 14, 2019, the Fund received notice that its Shares were qualified for public trading on the OTCQX Best Market ® (“OTCQX”) of OTC Markets Group Inc. The Fund’s trading symbol on OTCQX is “GDLC” and the CUSIP number for its Shares is G40705108. The Fund’s previous trading symbol was “GDLCF” on OTCQX and was changed to “GDLC” on April 14, 2020.
On July 21, 2020, the Fund registered with the Cayman Islands Monetary Authority (the “Authority”) (reference number: 1688783). The Fund is registered and regulated as a private fund under the Private Funds Act (As Revised) of the Cayman Islands (the “Private Funds Act”).
2. Summary of Significant Accounting Policies
The following is a summary of significant accounting policies followed by the Fund:
The financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). The Fund qualifies as an investment company for accounting purposes pursuant to the accounting and reporting guidance under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, Financial Services—Investment Companies . The Fund uses fair value as its method of accounting for digital assets in accordance with its classification as an investment company for accounting purposes. The Fund is not a registered investment company under the Investment Company Act of 1940. GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. Actual results could differ from those estimates and these differences could be material.
The Fund conducts its transactions in Fund Components, including receiving Fund Components for the creation of Shares and delivering Fund Components for the redemption of Shares and for the payment of the Manager’s Fee. At this time, the Fund is not accepting redemption requests from shareholders. Since its inception, the Fund has not held cash or cash equivalents.
Principal Market and Fair Value Determination
To determine which market is the Fund’s principal market (or in the absence of a principal market, the most advantageous market) for purposes of calculating the Fund’s net asset value in accordance with U.S. GAAP (“Principal Market NAV”), the Fund follows ASC 820-10, which outlines the application of fair value accounting. ASC 820-10 determines fair value to be the price that would be received for each Fund Component in a current sale, which assumes an orderly transaction between market participants on the measurement date. ASC 820-10 requires the Fund to assume that each Fund Component is sold in its principal market to market participants or, in the absence of a principal market, the most advantageous market. Market participants are defined as buyers and sellers in the principal or most advantageous market that are independent, knowledgeable, and willing and able to transact.
The Fund only receives Fund Components in connection with a creation order from the Authorized Participant (or a Liquidity Provider) and does not itself transact on any Digital Asset Markets. Therefore, the Fund looks to market-based volume and level of activity for Digital Asset Markets. The Authorized Participant(s), or a Liquidity Provider, may transact in a Brokered Market, a Dealer Market, Principal-to-Principal Markets and Exchange Markets (referred to as “Trading Platform Markets” in this Annual Report), each as defined in the FASB ASC Master Glossary (collectively, “Digital Asset Markets”).
In determining which of the eligible Digital Asset Markets is the Fund’s principal market, the Fund reviews these criteria in the following order:
First, the Fund reviews a list of Digital Asset Markets that maintain practices and policies designed to comply with anti-money laundering (“AML”) and know-your-customer (“KYC”) regulations, and non-Digital Asset Trading Platform Markets that the Fund reasonably believes are operating in compliance with applicable law, including federal and state licensing requirements, based upon information and assurances provided to it by each market.
Second, the Fund sorts these Digital Asset Markets from high to low by market-based volume and level of activity of each Fund Component traded on each Digital Asset Market in the trailing twelve months.
Third, the Fund then reviews pricing fluctuations and the degree of variances in price on Digital Asset Markets to identify any material notable variances that may impact the volume or price information of a particular Digital Asset Market.
F- 9
Fourth, the Fund then selects a Digital Asset Market as its principal market based on the highest market-based volume, level of activity and price stability in comparison to the other Digital Asset Markets on the list. Based on information reasonably available to the Fund, Trading Platform Markets have the greatest volume and level of activity for the Fund Components. The Fund therefore looks to accessible Trading Platform Markets as opposed to the Brokered Market, Dealer Market and Principal-to-Principal Markets to determine its principal market for each Fund Component. As a result of the aforementioned analysis, a Trading Platform Market has been selected as the Fund’s principal market for each Fund Component.
The Fund determines its principal market (or in the absence of a principal market the most advantageous market) annually and conducts a quarterly analysis to determine (i) if there have been recent changes to each Digital Asset Market’s trading volume and level of activity in the trailing twelve months, (ii) if any Digital Asset Markets have developed that the Fund has access to, or (iii) if recent changes to each Digital Asset Market’s price stability have occurred that would materially impact the selection of the principal market and necessitate a change in the Fund’s determination of its principal market.
The cost basis of each Fund Component received in connection with a creation order is recorded by the Fund at the fair value of such Fund Component at 4:00 p.m., New York time, on the creation date for financial reporting purposes. The cost basis recorded by the Fund may differ from proceeds collected by the Authorized Participant from the sale of the corresponding Shares to investors.
Investment Transactions and Revenue Recognition
The Fund considers investment transactions to be the receipt of Fund Components for Share creations and the delivery of Fund Components for Share redemptions, the payment of expenses in Fund Components or the sale of Fund Components when the Manager rebalances the Fund’s portfolio. At this time, the Fund is not accepting redemption requests from shareholders. The Fund records its investment transactions on a trade date basis and changes in fair value are reflected as net change in unrealized appreciation or depreciation on investments. Realized gains and losses are calculated using the specific identification method. Realized gains and losses are recognized in connection with transactions including settling obligations for the Manager’s Fee and selling Fund Component(s) when the Manager rebalances the Fund’s portfolio.
Fair Value Measurement
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the ‘exit price’) in an orderly transaction between market participants at the measurement date.
GAAP utilizes a fair value hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Fund’s assumptions about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.
The fair value hierarchy is categorized into three levels based on the inputs as follows:
Level 1—Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access. Since valuations are based on quoted prices that are readily and regularly available in an active market, these valuations do not entail a significant degree of judgment.
Level 2—Valuations based on quoted prices in markets that are not active or for which significant inputs are observable, either directly or indirectly.
Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
The availability of valuation techniques and observable inputs can vary by investment. To the extent that valuations are based on sources that are less observable or unobservable in the market, the determination of fair value requires more judgment. Fair value estimates do not necessarily represent the amounts that may be ultimately realized by the Fund.
F- 10
Fair Value Measurement Using
(Amounts in thousands)
Amount at
Fair Value
Level 1
Level 2
Level 3
June 30, 2024
Assets
Investment in Bitcoin
$
370,987
$
370,987
$
-
$
-
Investment in Ether
$
125,205
$
125,205
$
-
$
-
Investment in SOL
$
19,574
$
19,574
$
-
$
-
Investment in XRP
$
7,917
$
7,917
$
-
$
-
Investment in AVAX
$
3,273
$
3,273
$
-
$
-
$
526,956
$
526,956
$
-
$
-
June 30, 2023
Assets
Investment in Bitcoin
$
189,185
$
189,185
$
-
$
-
Investment in Ether
$
75,964
$
75,964
$
-
$
-
Investment in ADA
$
3,195
$
3,195
$
-
$
-
Investment in SOL
$
2,366
$
2,366
$
-
$
-
Investment in MATIC
$
1,922
$
1,922
$
-
$
-
$
272,632
$
272,632
$
-
$
-
Recently Issued Accounting Pronouncements
In December 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”). ASU 2023-08 is intended to improve the accounting for certain crypto assets by requiring an entity to measure those crypto assets at fair value each reporting period with changes in fair value recognized in net income. The amendments also improve the information provided to investors about an entity’s crypto asset holdings by requiring disclosure about significant holdings, contractual sale restrictions, and changes during the reporting period. ASU 2023-08 is effective for annual and interim reporting periods beginning after December 15, 2024. Early adoption is permitted for both interim and annual financial statements that have not yet been issued. The Fund adopted this new guidance on July 1, 2024, with no material impact on its financial statements and disclosures as the Fund historically used fair value as its method of accounting for digital assets in accordance with its classification as an investment company for accounting purposes.
F- 11
3. Fair Value of Investments in Digital Assets
The Fund Components are held by the Custodian on behalf of the Fund and are carried at fair value. The following table represents the fair value of each Fund Component using the price provided at 4:00 p.m., New York time, by the relevant Digital Asset Trading Platform Market considered to be its principal market, as determined by the Fund:
June 30,
Fund Component
Principal Market
2024
2023
2022
Bitcoin
Coinbase
$
61,929.29
$
30,361.94
$
18,895.01
Ether
Coinbase
$
3,423.00
$
1,925.83
$
1,019.72
SOL (1)
Coinbase
$
144.62
$
19.09
$
31.98
XRP (6)
Coinbase
$
0.47
N/A
N/A
AVAX (2)(3)(6)
Coinbase
$
28.47
N/A
$
16.24
ADA (4)(5)
Coinbase
N/A
$
0.29
$
0.44
MATIC (6)
Coinbase
N/A
$
0.66
N/A
DOT (2)(7)
Coinbase
N/A
N/A
$
6.81
LTC (7)
Coinbase
N/A
N/A
$
51.43
UNI (1)(7)
Coinbase
N/A
N/A
$
4.82
LINK (7)
Coinbase
N/A
N/A
$
6.04
BCH (7)
Coinbase
N/A
N/A
$
99.92
(1) Effective October 1, 2021, the Manager adjusted the Fund’s portfolio by selling the existing Fund Components in proportion to their respective weightings and using the cash proceeds to purchase SOL and UNI in accordance with the Fund Construction Criteria. See Note 4. Portfolio Rebalancing for a description of the portfolio rebalancing.
(2) Effective April 5, 2022, the Manager adjusted the Fund’s portfolio by selling the existing Fund Components in proportion to their respective weightings and using the cash proceeds to purchase DOT and AVAX in accordance with the Fund Construction Criteria. See Note 4. Portfolio Rebalancing for a description of the portfolio rebalancing.
(3) Effective January 5, 2023, the Fund removed AVAX from the Fund’s portfolio and sold the AVAX holdings to purchase additional tokens of the remaining Fund Components in proportion to their respective weightings in accordance with the DLCS Methodology. See Note 4. Portfolio Rebalancing for a description of the portfolio rebalancing.
(4) Effective July 1, 2021, the Manager adjusted the Fund’s portfolio by selling the existing Fund Components in proportion to their respective weightings and using the cash proceeds to purchase ADA in accordance with the Fund Construction Criteria See Note 4. Portfolio Rebalancing for a description of the portfolio rebalancing.
(5) Effective April 2, 2024, the Manager removed ADA from the Fund’s portfolio and used the cash proceeds to purchase the existing Fund Components in proportion to their respective weightings in accordance with the DLCS Methodology. See Note 4. Portfolio Rebalancing for a description of the portfolio rebalancing.
(6) Effective January 3, 2024, the Manager removed MATIC from the Fund’s portfolio and used the cash proceeds to purchase AVAX and XRP and adjusted the existing Fund Components in proportion to their respective weightings in accordance with the DLCS Methodology. See Note 4. Portfolio Rebalancing for a description of the portfolio rebalancing
(7) Effective July 7, 2022, following adoption of the DLCS Methodology, the Fund removed DOT, LTC, UNI, LINK and BCH from the Fund’s portfolio and sold the DOT, LTC, UNI, LINK and BCH holdings to purchase additional tokens of the remaining Fund Components in proportion to their respective weightings. See Note 4. Portfolio Rebalancing for a description of the portfolio rebalancing.
The following represents the changes in quantity of each Fund Component and their respective fair values:
F- 12
(Amounts in thousands, except Bitcoin amounts)
Quantity
Fair Value
Bitcoin balance at June 30, 2021
7,340.02142854
$
255,175
Bitcoin contributed
13.24337963
612
Bitcoin distributed from portfolio rebalancing
( 955.65065367
)
( 40,252
)
Bitcoin distributed for Manager's Fee, related party
( 166.17761410
)
( 7,160
)
Net change in unrealized depreciation on investment in Bitcoin
-
( 125,363
)
Net realized gain on investment in Bitcoin
-
34,731
Bitcoin balance at June 30, 2022
6,231.43654040
$
117,743
Bitcoin contributed
-
-
Bitcoin contributed from portfolio rebalancing
157.11106568
3,049
Bitcoin distributed for Manager's Fee, related party
( 157.56894422
)
( 3,549
)
Net change in unrealized appreciation on investment in Bitcoin
-
69,386
Net realized gain on investment in Bitcoin
-
2,556
Bitcoin balance at June 30, 2023
6,230.97866186
$
189,185
Bitcoin contributed
-
-
Bitcoin distributed from portfolio rebalancing
( 87.42054382
)
( 2,751
)
Bitcoin distributed for Manager's Fee, related party
( 153.06326914
)
( 6,964
)
Net change in unrealized appreciation on investment in Bitcoin
-
180,523
Net realized gain on investment in Bitcoin
-
10,994
Bitcoin balance at June 30, 2024
5,990.49484890
$
370,987
(Amounts in thousands, except Ether amounts)
Quantity
Fair Value
Ether balance at June 30, 2021
45,287.78133655
$
101,625
Ether contributed
77.55708625
252
Ether distributed from portfolio rebalancing
( 4,990.48482039
)
( 12,204
)
Ether distributed for Manager's Fee, related party
( 1,015.08319570
)
( 3,080
)
Net change in unrealized depreciation on investment in Ether
-
( 59,012
)
Net realized gain on investment in Ether
-
12,555
Ether balance at June 30, 2022
39,359.77040671
$
40,136
Ether contributed
-
-
Ether contributed from portfolio rebalancing
1,087.50823575
1,095
Ether distributed for Manager's Fee, related party
( 1,002.14597330
)
( 1,568
)
Net change in unrealized appreciation on investment in Ether
-
34,695
Net realized gain on investment in Ether
-
1,606
Ether balance at June 30, 2023
39,445.13266916
$
75,964
Ether contributed
-
-
Ether distributed from portfolio rebalancing
( 1,925.59571086
)
( 3,779
)
Ether distributed for Manager's Fee, related party
( 941.94243493
)
( 2,337
)
Net change in unrealized appreciation on investment in Ether
-
50,085
Net realized gain on investment in Ether
-
5,272
Ether balance at June 30, 2024
36,577.59452337
$
125,205
F- 13
(Amounts in thousands, except ADA amounts)
Quantity
Fair Value
ADA balance at June 30, 2021
-
$
-
ADA contributed
20,953.270382
46
ADA contributed from portfolio rebalancing
11,178,490.637538
15,389
ADA distributed for Manager's Fee, related party
( 282,861.007666
)
( 392
)
Net change in unrealized depreciation on investment in ADA
-
( 10,650
)
Net realized gain on investment in ADA
-
410
ADA balance at June 30, 2022
10,916,582.900254
$
4,803
ADA contributed
-
-
ADA contributed from portfolio rebalancing
559,615.581934
231
ADA distributed for Manager's Fee, related party
( 281,295.930913
)
( 108
)
Net change in unrealized depreciation on investment in ADA
-
( 1,401
)
Net realized loss on investment in ADA
-
( 330
)
ADA balance at June 30, 2023
11,194,902.551275
$
3,195
ADA contributed
-
-
ADA distributed from portfolio rebalancing
( 10,984,888.769029
)
( 6,478
)
ADA distributed for Manager's Fee, related party
( 210,013.782246
)
( 89
)
Net change in unrealized appreciation on investment in ADA
-
12,051
Net realized loss on investment in ADA
-
( 8,679
)
ADA balance at June 30, 2024
-
$
-
(Amounts in thousands, except SOL amounts)
Quantity
Fair Value
SOL balance at June 30, 2021
-
$
-
SOL contributed
-
-
SOL contributed from portfolio rebalancing
113,222.94565799
15,869
SOL distributed for Manager's Fee, related party
( 2,006.81300105
)
( 246
)
Net change in unrealized depreciation on investment in SOL
-
( 11,864
)
Net realized loss on investment in SOL
-
( 202
)
SOL balance at June 30, 2022
111,216.13265694
$
3,557
SOL contributed
-
-
SOL contributed from portfolio rebalancing
15,665.43529877
384
SOL distributed for Manager's Fee, related party
( 2,965.67266480
)
( 73
)
Net change in unrealized depreciation on investment in SOL
-
( 1,186
)
Net realized loss on investment in SOL
-
( 316
)
SOL balance at June 30, 2023
123,915.89529091
$
2,366
SOL contributed
-
-
SOL contributed from portfolio rebalancing
14,724.90144955
1,274
SOL distributed for Manager's Fee, related party
( 3,292.00953097
)
( 292
)
Net change in unrealized appreciation on investment in SOL
-
16,330
Net realized loss on investment in SOL
-
( 104
)
SOL balance at June 30, 2024
135,348.78720949
$
19,574
(Amounts in thousands, except MATIC amounts)
Quantity
Fair Value
MATIC balance at June 30, 2022
-
$
-
MATIC contributed
-
-
MATIC contributed from portfolio rebalancing
2,979,195.20726440
2,524
MATIC distributed for Manager’s Fee, related party
( 53,165.59406116
)
( 51
)
Net change in unrealized depreciation on investment in MATIC
-
( 565
)
Net realized gain on investment in MATIC
-
14
MATIC balance at June 30, 2023
2,926,029.61320324
$
1,922
MATIC contributed
-
-
MATIC distributed from portfolio rebalancing
( 2,887,850.26244458
)
( 2,486
)
MATIC distributed for Manager’s Fee, related party
( 38,179.35075866
)
( 26
)
Net change in unrealized appreciation on investment in MATIC
-
565
Net realized gain on investment in MATIC
-
25
MATIC balance at June 30, 2024
-
$
-
F- 14
(Amounts in thousands, except DOT amounts)
Quantity
Fair Value
DOT balance at June 30, 2021
-
$
-
DOT contributed
-
-
DOT contributed from portfolio rebalancing
330,149.03708006
7,576
DOT distributed for Manager's Fee, related party
( 1,961.54350143
)
( 24
)
Net change in unrealized depreciation on investment in DOT
-
( 5,103
)
Net realized loss on investment in DOT
-
( 214
)
DOT balance at June 30, 2022
328,187.49357863
$
2,235
DOT contributed
-
-
DOT distributed from portfolio rebalancing
( 328,052.64509826
)
( 2,247
)
DOT distributed for Manager's Fee, related party
( 134.84848037
)
( 1
)
Net change in unrealized appreciation on investment in DOT
-
5,103
Net realized loss on investment in DOT
-
( 5,090
)
DOT balance at June 30, 2023
-
$
-
(Amounts in thousands, except AVAX amounts)
Quantity
Fair Value
AVAX balance at June 30, 2021
-
$
-
AVAX contributed
-
-
AVAX contributed from portfolio rebalancing
89,505.76684675
8,665
AVAX distributed for Manager's Fee, related party
( 531.78848214
)
( 23
)
Net change in unrealized depreciation on investment in AVAX
-
( 6,936
)
Net realized loss on investment in AVAX
-
( 261
)
AVAX balance at June 30, 2022
88,973.97836461
$
1,445
AVAX contributed
-
-
AVAX distributed from portfolio rebalancing
( 87,745.50702693
)
( 974
)
AVAX distributed for Manager's Fee, related party
( 1,228.47133768
)
( 21
)
Net change in unrealized appreciation on investment in AVAX
-
6,936
Net realized loss on investment in AVAX
-
( 7,386
)
AVAX balance at June 30, 2023
-
$
-
AVAX contributed
-
-
AVAX contributed from portfolio rebalancing
116,340.93500452
4,338
AVAX distributed for Manager's Fee, related party
( 1,385.27021072
)
( 53
)
Net change in unrealized depreciation on investment in AVAX
-
( 1,014
)
Net realized gain on investment in AVAX
-
2
AVAX balance at June 30, 2024
114,955.66479380
$
3,273
(Amounts in thousands, except LTC amounts)
Quantity
Fair Value
LTC balance at June 30, 2021
26,184.80079374
$
3,707
LTC contributed
47.39510812
9
LTC distributed from portfolio rebalancing
( 1,901.21497737
)
( 281
)
LTC distributed for Manager's Fee, related party
( 605.89374115
)
( 83
)
Net change in unrealized depreciation on investment in LTC
-
( 2,315
)
Net realized gain on investment in LTC
-
183
LTC balance at June 30, 2022
23,725.08718334
$
1,220
LTC contributed
-
-
LTC distributed from portfolio rebalancing
( 23,715.33881688
)
( 1,177
)
LTC distributed for Manager's Fee, related party
( 9.74836646
)
( 1
)
Net change in unrealized appreciation on investment in LTC
-
574
Net realized loss on investment in LTC
-
( 616
)
LTC balance at June 30, 2023
-
$
-
F- 15
(Amounts in thousands, except UNI amounts)
Quantity
Fair Value
UNI balance at June 30, 2021
-
$
-
UNI contributed
-
-
UNI contributed from portfolio rebalancing
236,778.41720026
5,483
UNI distributed for Manager's Fee, related party
( 4,091.39411814
)
( 54
)
Net change in unrealized depreciation on investment in UNI
-
( 3,937
)
Net realized loss on investment in UNI
-
( 370
)
UNI balance at June 30, 2022
232,687.02308212
$
1,122
UNI contributed
-
-
UNI distributed from portfolio rebalancing
( 232,591.41465073
)
( 1,236
)
UNI distributed for Manager's Fee, related party
( 95.60843139
)
-
Net change in unrealized appreciation on investment in UNI
-
3,937
Net realized loss on investment in UNI
-
( 3,823
)
UNI balance at June 30, 2023
-
$
-
(Amounts in thousands, except LINK amounts)
Quantity
Fair Value
LINK balance at June 30, 2021
153,327.61595468
$
2,956
LINK contributed
310.46132900
8
LINK contributed from portfolio rebalancing
9,391.16255779
143
LINK distributed for Manager's Fee, related party
( 4,041.64897033
)
( 78
)
Net change in unrealized depreciation on investment in LINK
-
( 2,016
)
Net realized loss on investment in LINK
-
( 53
)
LINK balance at June 30, 2022
158,987.59087114
$
960
LINK contributed
-
-
LINK distributed from portfolio rebalancing
( 158,922.26469191
)
( 989
)
LINK distributed for Manager's Fee, related party
( 65.32617923
)
( 1
)
Net change in unrealized appreciation on investment in LINK
-
3,726
Net realized loss on investment in LINK
-
( 3,696
)
LINK balance at June 30, 2023
-
$
-
(Amounts in thousands, except BCH amounts)
Quantity
Fair Value
BCH balance at June 30, 2021
7,379.46217362
$
3,845
BCH contributed
13.60904594
8
BCH distributed from portfolio rebalancing
( 906.97968581
)
( 388
)
BCH distributed for Manager's Fee, related party
( 171.88324722
)
( 74
)
Net change in unrealized depreciation on investment in BCH
-
( 2,830
)
Net realized gain on investment in BCH
-
70
BCH balance at June 30, 2022
6,314.20828653
$
631
BCH contributed
-
-
BCH distributed from portfolio rebalancing
( 6,311.61385070
)
( 660
)
BCH distributed for Manager's Fee, related party
( 2.59443583
)
-
Net change in unrealized appreciation on investment in BCH
-
1,662
Net realized loss on investment in BCH
-
( 1,633
)
BCH balance at June 30, 2023
-
$
-
(Amounts in thousands, except XRP amounts)
Quantity
Fair Value
XRP balance at June 30, 2023
-
$
-
XRP contributed
-
-
XRP contributed from portfolio rebalancing
16,922,626.498281
9,882
XRP distributed for Manager's Fee, related party
( 203,318.578941
)
( 111
)
Net change in unrealized depreciation on investment in XRP
-
( 1,847
)
Net realized loss on investment in XRP
-
( 7
)
XRP balance at June 30, 2024
16,719,307.919340
$
7,917
F- 16
4. Portfolio Rebalancing
Since July 1, 2022, the Fund Components have consisted of the digital assets that make up the DLCS, as rebalanced from time to time, subject to the Manager’s discretion to exclude individual digital assets in certain cases. The DLCS is designed and managed by the Index Provider. The process followed by the Index Provider to determine the digital assets included in the DLCS and their respective weightings in the DLCS is referred to as the “DLCS Methodology.” Through the DLCS Methodology, the Fund seeks to (i) provide large-cap coverage of the digital asset market; (ii) minimize transaction costs through low turnover of the Fund’s portfolio; and (iii) create a portfolio that could be replicated through direct purchases in the Digital Asset Market.
Effective July 1, 2022, the Index Provider reviews the DLCS for rebalancing according to the DLCS Methodology quarterly during a period beginning 14 days before the second business day of each January, April, July, and October (each such period, an “Index Rebalancing Period”). At the start of each Index Rebalancing Period, the Index Provider applies the DLCS Methodology to determine any changes to the Index Components and the respective weightings of the Index Components within DLCS, as determined by the Index Provider based on market capitalization criteria (the “Index Weightings”), after which the Manager rebalances the Fund’s portfolio accordingly, subject to application of the Exclusion Criteria. In order to rebalance the Fund’s portfolio, the Manager will (i) determine whether any Fund Components have been removed from the DLCS and should therefore be removed as Fund Components, (ii) determine whether any new digital assets have been added to the DLCS and should therefore be included as Fund Components, and (iii) determine how much cash and Forked Assets the Fund holds. If a Fund Component is no longer included in the DLCS, the Manager will adjust the Fund’s portfolio by selling such Fund Component in the Digital Asset Markets in proportion to their respective weightings in the Fund (“Weightings”) and using the cash proceeds to purchase additional tokens of the remaining Fund Components and, if applicable, any new Fund Component in proportion to their respective Weightings. The Weightings of each Fund Component are generally expected to be the same as the weighting of each digital asset in the DLCS except when the Manager determines to exclude one or more digital assets included in the DLCS from the Fund Components, in which case the Weightings are generally expected to be calculated proportionally to the respective Index Weightings for the remaining Index Components. If a digital asset not then included in the Fund’s portfolio is newly eligible for inclusion in the Fund’s portfolio because it was added to the DLCS and not excluded through the Exclusion Criteria, the Manager will adjust the Fund’s portfolio by selling tokens of the then-current Fund Components in the Digital Asset Markets in proportion to their respective Weightings and using the cash proceeds to purchase tokens of the newly eligible digital assets.
The Manager will rebalance the Fund’s portfolio quarterly during a period beginning on the second business day of each January, April, July and October (each such period, a “Fund Rebalancing Period”). The Manager expects each Fund Rebalancing Period to last between one and five business days. The DLCS, and therefore the Fund, may also be rebalanced mid-quarter, prior to the Index Rebalancing Period under extraordinary circumstances, if, for example, a digital asset is removed from the Index.
From inception through June 30, 2022, the Fund sought to hold digital assets with market capitalizations that collectively constituted at least 70 % of the market capitalization of the entire digital asset market (the “Target Coverage Ratio”) and determined the Fund Components by reference to fund construction criteria that consisted of market capitalization, liquidity and coverage criteria established by the Manager (the “Target Coverage Ratio Methodology”). Effective July 1, 2022, the Manager replaced the Target Coverage Ratio Methodology as the fund construction criteria and no longer seeks to hold Fund Components meeting the Target Coverage Ratio.
On July 2, 2021, the Manager of the Fund announced the updated Fund Component weightings for the Fund in connection with its quarterly review. Effective July 1, 2021, the Manager adjusted the Fund’s portfolio by selling the existing Fund Components in proportion to their respective weightings and using the cash proceeds to purchase ADA in accordance with the Fund’s construction criteria. On July 1, 2021, the Fund recognized a realized gain of $ 11,651,902 in connection with the sale of 225.33929087 Bitcoin, 3,622.13172739 Ether, 68.33481591 BCH and 722.93691458 LTC, to purchase 11,256,632.53387140 ADA and 13,460.14709855 LINK.
On October 1, 2021, the Manager of the Fund announced the updated Fund Component weightings for the Fund in connection with its quarterly review. The Manager adjusted the Fund’s portfolio by selling the existing Fund Components in proportion to their respective weightings and using the cash proceeds to purchase SOL and UNI in accordance with the Fund’s construction criteria. On October 1, 2021, the Fund recognized a realized gain of $ 14,980,028 in connection with the sale of 431.18779320 Bitcoin, 568.90340080 Ether, 312.68264910 BCH, 1,332.29529100 LTC and 4,669.36765100 LINK, to purchase 393,666.73666700 ADA, 106,015.34887688 SOL and 213,332.22308637 UNI.
On April 5, 2022, the Manager of the Fund announced the updated Fund Component weightings for the Fund in connection with its quarterly review. The Manager adjusted the Fund’s portfolio by selling the existing Fund Components in proportion to their respective weightings and using the cash proceeds to purchase DOT and AVAX in accordance with the Fund’s construction criteria. On April 5, 2022, the Fund recognized a realized gain of $ 12,437,503 in connection with the sale of 299.12356960 Bitcoin, 799.44969220 Ether, 525.96222080 BCH, and 471,808.63300000 ADA, to purchase 154.01722821 LTC, 600.38311024 LINK, 7,207.59678111 SOL, 23,446.19411389 UNI, 89,505.76684675 AVAX and 330,149.03708006 DOT.
F- 17
Effective July 1, 2022, the Fund replaced the Target Coverage Ratio Methodology with the DLCS Methodology. The change in methodology resulted in the removal of BCH, LINK, LTC, DOT, and UNI in proportion to their respective weighing on July 7, 2022 following the quarterly Fund Rebalancing Period. On July 7, 2022, the Fund recognized a realized loss of $ 14,895,069 in connection with the sale of 6,311.61385070 BCH, 23,715.33881688 LTC, 158,922.26469191 LINK, 232,591.41465073 UNI and 328,052.64509826 DOT, to purchase 199.83559815 Bitcoin, 1,507.83089471 Ether, 451,468.27947474 ADA, 4,253.16323862 SOL and 5,714.46623435 AVAX.
On October 4, 2022, the Index Provider completed the quarterly rebalancing of the DLCS and determined that Bitcoin, Ether, ADA, SOL, MATIC and AVAX met the inclusion criteria of the DLCS Index. On October 4, 2022, following the rebalancing of the Index, the Manager completed its quarterly review of the Fund’s portfolio and initiated the process of rebalancing the Fund. The Manager adjusted the Fund’s portfolio by selling the existing Fund Components in proportion to their respective Weightings and using the cash proceeds to purchase SOL, AVAX and MATIC. As a result, MATIC was added to the Fund. No tokens were removed from the Fund. On October 5, 2022, following the rebalancing, the Fund recognized a realized gain of $ 1,133,040 in connection with the sale of 98.97782869 Bitcoin, 363.52443217 Ether and 54,505.66521500 ADA, to purchase 1,776.60193605 SOL, and 3,070.74446103 AVAX and 2,879,708.35424883 MATIC.
On January 4, 2023, the Index Provider completed the quarterly rebalancing of the DLCS and determined that Bitcoin, Ether, ADA, SOL and MATIC met the inclusion criteria of the DLCS Index, but AVAX did not. On January 4, 2023, following the rebalancing of the Index, the Manager completed its quarterly review of the Fund’s portfolio and initiated the process of rebalancing the Fund. The Manager adjusted the Fund’s portfolio by selling AVAX and using the cash proceeds to purchase certain amounts of the other existing Fund Components in proportion to their respective Weightings following the rebalancing. As a result of the rebalancing, AVAX was removed from the Fund. On January 5, 2023, following the rebalancing, the Fund recognized a realized loss of $ 7,304,129 in connection with the sale of 96,557.16902347 AVAX to purchase 53.65562532 Bitcoin, 108.99277511 Ether, 133,890.68719500 ADA, 4,362.39069485 SOL, and 143.42553998 MATIC.
On April 4, 2023, the Index Provider completed the quarterly rebalancing of the DLCS and determined that Bitcoin, Ether, ADA, SOL and MATIC met the inclusion criteria of the DLCS Index. On April 4, 2023, following the rebalancing of the Index, the Manager completed its quarterly review of the Fund’s portfolio and initiated the process of rebalancing the Fund. The Manager adjusted the Fund’s portfolio by purchasing and selling the existing Fund Components in proportion to their respective Weightings. No new tokens were added to or removed from the Fund. On April 5, 2023, following the rebalancing, the Fund recognized a realized gain of $ 227,762 in connection with the sale of 165.79100190 Ether to purchase 2.5976090 Bitcoin, 28,762.28047849 ADA, 5,273.27942925 SOL, and 99,343.42747559 MATIC.
On July 5, 2023, the Index Provider completed the quarterly rebalancing of the DLCS and determined that Bitcoin, Ether, ADA, SOL and MATIC met the inclusion criteria of the DLCS Index. On July 5, 2023, following the rebalancing of the Index, the Manager completed its quarterly review of the Fund’s portfolio and initiated the process of rebalancing the Fund. The Manager adjusted the Fund’s portfolio by purchasing and selling the existing Fund Components in proportion to their respective Weightings. No new tokens were added to or removed from the Fund. On July 6, 2023, following the rebalancing, the Fund recognized a realized gain of $ 906,943 in connection with the sale of 645.45710183 Ether to purchase 34.54527749 Bitcoin, 81,945.38000000 ADA, 4,934.25000000 SOL, and 80,972.91000000 MATIC.
On October 3, 2023, the Index Provider completed the quarterly rebalancing of the DLCS and determined that Bitcoin, Ether, ADA, SOL and MATIC met the inclusion criteria of the DLCS Index. On October 3, 2023, following the rebalancing of the Index, the Manager completed its quarterly review of the Fund’s portfolio and initiated the process of rebalancing the Fund. The Manager adjusted the Fund’s portfolio by purchasing and selling the existing Fund Components in proportion to their respective Weightings. No new tokens were added to or removed from the Fund. On October 4, 2023, following the rebalancing, the Fund recognized a realized gain of $ 149,939 in connection with the sale of 131.74000000 Ether and 9,814.74000000 MATIC to purchase 4.60330000 Bitcoin, 19,528.13080000 ADA, and 3,893.97900000 SOL.
On January 3, 2024, the Index Provider completed the quarterly rebalancing of the DLCS and determined that Bitcoin, Ether, ADA, SOL, AVAX and XRP met the inclusion criteria of the DLCS Index. On January 3, 2024, following the rebalancing of the Index, the Manager completed its quarterly review of the Fund’s portfolio and initiated the process of rebalancing the Fund. The Manager adjusted the Fund’s portfolio by purchasing and selling the existing Fund Components in proportion to their respective Weightings and using the cash proceeds to purchase AVAX and XRP. As a result of the rebalancing, AVAX and XRP were added to the Fund, and MATIC was removed from the Fund. On January 4, 2024, following the rebalancing, the Fund recognized a realized gain of $ 7,968,963 in connection with the sale of 189.52612820 Bitcoin, 1,345.61184068 Ether, 318,034.15333200 ADA, and 2,959,008.43244458 MATIC to purchase 111.26066974 SOL, 16,538,863.15409700 XRP, and, 111,647.44818623 AVAX.
On April 2, 2024, the Index Provider completed the quarterly rebalancing of the DLCS and determined that Bitcoin, Ether, SOL, AVAX and XRP met the inclusion criteria of the DLCS Index. On April 2, 2024, following the rebalancing of the Index, the Manager completed
F- 18
its quarterly review of the Fund’s portfolio and initiated the process of rebalancing the Fund. The Manager adjusted the Fund’s portfolio by purchasing and selling the existing Fund Components in proportion to their respective Weightings. As a result of the rebalancing, ADA was removed from the Fund. On April 3, 2024, following the rebalancing, the Fund recognized a realized loss of $ 8,236,118 in connection with the sale of 10,769,799.360314 ADA to purchase 62.95700689 Bitcoin, 197.21323165 Ether, 5,785.41177981 SOL, 383,763.344184 XRP, and 4,693.48681829 AVAX.
5. Creations and Redemptions of Shares
At June 30, 2024 and 2023, there were an unlimited number of Shares authorized by the Fund. The Fund creates (and, should the Fund commence a redemption program, redeems) Shares from time to time, but only in one or more Baskets. The creation and redemption of Baskets on behalf of investors are made by the Authorized Participant in exchange for the delivery of tokens of each Fund Component to the Fund, or the distribution of tokens of each Fund Component by the Fund, plus cash representing the Forked Asset portion, if any, and the U.S. Dollar portion, if any. The amount of tokens of each Fund Component required for each creation Basket or redemption Basket is determined by dividing (x) the total amount of tokens of such Fund Component held by the Fund at 4:00 p.m., New York time, on such trade date of a creation or redemption order, after deducting the amount of tokens of each Fund Component payable as the Manager’s Fee and the amount of tokens of such Fund Component payable as a portion of Additional Fund Expenses (as defined in Note 7), by (y) the number of Shares outstanding at such time and multiplying the quotient obtained by 100. Each Share represented approximately 0.0004 of one Bitcoin, 0.0023 of one Ether, 0.0085 of one SOL, 1.0537 XRP, and 0.0072 of one AVAX, at June 30, 2024. Each Share represented approximately 0.0004 of one Bitcoin, 0.0025 of one Ether, 0.7055 of one ADA, 0.0078 of one SOL, and 0.1844 of one MATIC at June 30, 2023.
The cost basis of investments in each Fund Component recorded by the Fund is the fair value of each Fund Component, as determined by the Fund, at 4:00 p.m., New York time, on the date of transfer to the Fund by the Authorized Participant, or Liquidity Provider, based on the creation Baskets. The cost basis recorded by the Fund may differ from proceeds collected by the Authorized Participant from the sale of each Share to investors. The Authorized Participant or Liquidity Provider may realize significant profits buying, selling, creating, and, if permitted, redeeming Shares as a result of changes in the value of Shares or each Fund Component. In addition, the Authorized Participant or Liquidity Provider may realize significant profits through the sale of digital assets during a Fund Rebalancing Period.
At this time, the Fund is not operating a redemption program and is not accepting redemption requests. Subject to receipt of regulatory approval and approval by the Manager in its sole discretion, the Fund may in the future operate a redemption program. Further, the Fund is registered and regulated as a private fund under the Private Funds Act. The Authority has supervisory and enforcement powers to ensure the Fund’s compliance with the Private Funds Act. Before the Fund is able to effect open redemptions as an open-ended Fund, it will be required to meet the requirements of, and register with, the Authority and be regulated as a mutual fund under the Mutual Funds Act (As Revised) of the Cayman Islands.
6. Income Taxes
The Government of the Cayman Islands does not, and will not, under existing Cayman law, impose any income, corporate or capital gains tax, estate duty, inheritance tax, gift tax or withholding tax upon the Fund or the shareholders. Interest, dividends and gains payable to the Fund and all distributions by the Fund to shareholders will be received free of any Cayman Islands income or withholding taxes.
The Fund has elected to be treated as a corporation for U.S. federal income tax purposes. The Manager believes that the Fund will not be treated as engaged in a trade or business in the United States and thus will not derive income that is treated as “effectively connected” with the conduct of a trade or business in the United States (“effectively connected income”) under the U.S. Internal Revenue Code of 1986, as amended (the “Code”) and corresponding tax regulations (e.g., including under Sections 861 through 865). There can, however, be no complete assurance in this regard. If the Fund were treated as engaged in a trade or business in the United States, it would be subject to U.S. federal income tax, at the rates applicable to U.S. corporations (currently, at the rate of 21 %), on its net effectively connected income. Any such income might also be subject to U.S. state and local income taxes. In addition, the Fund would be subject to a 30% U.S. branch profits tax in respect of its “dividend equivalent amount,” as defined in Section 884 of the Code, attributable to its effectively connected income (generally, the after-tax amount of certain effectively connected income that is not treated as reinvested in the trade or business).
If the Fund were treated as engaged in a trade or business in the United States during any taxable year, it would be required to file a U.S. federal income tax return for that year, regardless of whether it recognized any effectively connected income. If the Fund did not file U.S. federal income tax returns and were later determined to have engaged in a U.S. trade or business, it would generally not be entitled to offset its effectively connected income and gains against its effectively connected losses and deductions (and, therefore, would be taxable on its gross, rather than net, effectively connected income). If the Fund recognizes any effectively connected income, the imposition of U.S. taxes on such income may have a substantial adverse effect on the return to shareholders.
Due to the new and evolving nature of digital assets and a general absence of clearly controlling authority with respect to digital assets, many significant aspects of the U.S. federal income tax treatment of digital assets (including with respect to the amount, timing, and
F- 19
character of income recognition) are uncertain. The Manager believes that, in general, gains and losses recognized by the Fund from the sale or other disposition of digital assets will be treated as capital gains or losses. However, it is possible that the IRS will not agree with the Fund’s U.S. federal tax treatment of digital assets.
In accordance with GAAP, the Fund has defined the threshold for recognizing the benefits of tax return positions in the financial statements as “more-likely-than-not” to be sustained by the applicable taxing authority and requires measurement of a tax position meeting the “more-likely-than-not” threshold, based on the largest benefit that is more than 50% likely to be realized. Tax positions not deemed to meet the “more-likely-than-not” threshold are recorded as a tax benefit or expense in the current period. As of, and during the years ended June 30, 2024 and June 30, 2023, the Fund did not have a liability for any unrecognized tax amounts. However, the Manager’s conclusions concerning its determination of “more likely than not” tax positions may be subject to review and adjustment at a later date based on factors including, but not limited to, further implementation guidance, and ongoing analyses of and changes to tax laws, regulations and interpretations thereof.
The Manager of the Fund has evaluated whether or not there are uncertain tax positions that require financial statement recognition and has determined that no reserves for uncertain tax positions related to federal, state and local income taxes existed as of June 30, 2024 or June 30, 2023 .
7. Related Parties
The Fund considered the following entities, their directors and certain employees to be related parties of the Fund as of June 30, 2024: DCG, Genesis, Grayscale, and Grayscale Securities. As of June 30, 2024 and 2023, 1,055,487 and 1,213,437 Shares of the Fund were held by related parties of the Fund, respectively.
On November 20, 2023, it was announced that CoinDesk Indices, Inc., the Index Provider and Reference Rate Provider, previously an affiliate of the Manager and the Fund at the time of this event, was acquired by an unaffiliated third party. This transaction did not have any impact on the Fund, or disrupt the operations of the Fund.
The Manager’s parent, an affiliate of the Fund, holds a minority interest in Coinbase, Inc., the parent company of the Custodian, that represents less than 1.0 % of Coinbase, Inc.’s ownership.
In accordance with the LLC Agreement governing the Fund, the Fund pays a fee to the Manager, calculated as 2.5 % of the aggregate value of the Fund’s digital asset holdings, less its liabilities (which include any accrued but unpaid expenses up to, but excluding, the date of calculation), as calculated and published by the Manager or its delegates (the “Manager’s Fee”). The Manager’s Fee accrues daily in U.S. dollars and is payable in Fund Components then held by the Fund in proportion to their respective Fund Component’s Weighting. The U.S. dollar amount of the Manager’s Fee will be converted into Fund Components on a daily basis by multiplying such U.S. dollar amount by the Weighing for each Fund Component and dividing the resulting product for each Fund Component by the U.S. dollar value for such Fund Component on such day. For purposes of these financial statements, the U.S. dollar value of Fund Components is determined by reference to the Digital Asset Trading Platform Market that the Fund considers its principal market as of 4:00 p.m., New York time, on each valuation date. No Forked Assets have been distributed in payment of the Manager’s Fee during the years ended June 30, 2024, 2023 and 2022.
As partial consideration for receipt of the Manager’s Fee, the Manager shall assume and pay all fees and other expenses incurred by the Fund in the ordinary course of its affairs, excluding taxes, but including marketing fees; the administrator fee, if any; custodian fees; transfer agent fees; trustee fees; the fees and expenses related to the listing, quotation or trading of the Shares on any secondary market (including customary legal, marketing and audit fees and expenses) in an amount up to $ 600,000 in any given fiscal year; ordinary course legal fees and expenses; audit fees; regulatory fees, including, if applicable, any fees relating to the registration of the Shares under the Securities Act or the Exchange Act and fees relating to registration and any other regulatory requirements in the Cayman Islands; printing and mailing costs; the costs of maintaining the Fund’s website and applicable license fees (together, the “Manager-paid Expenses”).
The Fund may incur certain extraordinary, non-recurring expenses that are not Manager-paid Expenses, including, but not limited to, taxes and governmental charges, expenses and costs of any extraordinary services performed by the Manager (or any other service provider) on behalf of the Fund to protect the Fund or the interests of shareholders (including in connection with any Forked Assets), any indemnification of the Custodian or other agents, service providers or counterparties of the Fund, the fees and expenses related to the listing, quotation or trading of the Shares on any secondary market (including legal, marketing and audit fees and expenses) to the extent exceeding $ 600,000 in any given fiscal year and extraordinary legal fees and expenses, including any legal fees and expenses incurred in connection with litigation, regulatory enforcement or investigation matters (collectively, “Additional Fund Expenses”). In such circumstances, the Manager or its delegate (i) will instruct the Custodian to withdraw from the digital asset accounts Fund Components in proportion to their respective Weightings at such time and in such quantity as may be necessary to permit payment of such Additional Fund Expenses and (ii) may either (x) cause the Fund (or its delegate) to convert such Fund Components into U.S. dollars or other fiat currencies at the price per single unit of such asset (determined net of any associated fees) at which the Fund is able
F- 20
to sell such asset or (y) when the Manager incurs such expenses on behalf of the Fund, cause the Fund (or its delegate) to deliver such Fund Components, and/or Forked Assets in kind to the Manager, in each case in such quantity as may be necessary to permit payment of such Additional Fund Expenses.
For years ended June 30, 2024, 2023, and 2022, the Fund incurred Manager’s Fees of $ 9,872,855 , $ 5,372,916 and $ 11,214,652 , respectively. As of June 30, 2024, 2023, and 2022 , there were no accrued and unpaid Manager’s Fees. In addition, the Manager may pay Additional Fund Expenses on behalf of the Fund, which are reimbursable by the Fund to the Manager. For the years ended June 30, 2024, 2023, and 2022 , the Manager did no t pay any Additional Fund Expenses on behalf of the Fund.
On March 2, 2022, the Board of Directors of the Manager approved the purchase by DCG, the parent company of the Manager, of up to an aggregate total of $ 200 million worth of Shares of the Fund and shares of any of the following five investment products the Manager also acts as the sponsor and manager of, including Grayscale Bitcoin Trust (BTC) (NYSE Arca: GBTC), Grayscale Bitcoin Cash Trust (BCH) (OTCQX: BCHG), Grayscale Ethereum Trust (ETH) (NYSE Arca: ETHE), Grayscale Ethereum Classic Trust (ETC) (OTCQX: ETCG), and Grayscale Stellar Lumens Trust (XLM) (OTCQX: GXLM). Subsequently, DCG authorized such purchase. The Share purchase authorization does not obligate DCG to acquire any specific number of Shares in any period, and may be expanded, extended, modified, or discontinued at any time. From March 2, 2022 through June 30, 2024, DCG had not purchased any Shares of the Fund under this authorization.
8. Risks and Uncertainties
The Fund is subject to various risks including market risk, liquidity risk, and other risks related to its concentration in digital assets. Investing in digital assets is currently highly speculative and volatile.
The Principal Market NAV of the Fund, calculated by reference to the principal market prices in accordance with U.S. GAAP, relates primarily to the value of the Fund Components, and fluctuations in the prices of such Fund Components could materially and adversely affect an investment in the Shares of the Fund. The prices of the Fund Components have a very limited history. During such history, the market prices of such Fund Components have been volatile, and subject to influence by many factors including the levels of liquidity. If the Digital Asset Markets continue to experience significant price fluctuations, the Fund may experience losses. Several factors may affect the market price of the Fund Components, including, but not limited to, global supply and demand of such Fund Components, theft of such Fund Components from global trading platforms or vaults, competition from other forms of digital assets or payment services, global or regional political, economic or financial conditions, and other unforeseen events and situations.
The Digital Asset Networks relevant to the Fund Components are decentralized to an extent, meaning no single entity owns or operates them. Some Digital Asset Networks, such as the Bitcoin, Ether, SOL, XRP, and AVAX networks, are collectively maintained by a decentralized user base.
The Fund Components are commingled, and the Fund’s shareholders have no specific rights to any specific Fund Component. In the event of the insolvency of the Fund, its assets may be inadequate to satisfy a claim by its shareholders.
There is currently no clearing house for the Fund Components, nor is there a central or major depository for the custody of such Fund Components. There is a risk that some or all of the Fund Components could be lost or stolen. There can be no assurance that the Custodian will maintain adequate insurance or that such coverage will cover losses with respect to the Fund Components. Further, transactions in the Fund Components are irrevocable. Stolen or incorrectly transferred Fund Components may be irretrievable. As a result, any incorrectly executed Fund Component transactions could adversely affect an investment in the Shares.
The Securities and Exchange Commission (the “SEC”) has stated that certain digital assets may be considered “securities” under the federal securities laws. The test for determining whether a particular digital asset is a “security” is complex and difficult to apply, and the outcome is difficult to predict. Public, though non-binding, statements by senior officials at the SEC have indicated that the SEC did not consider Bitcoin or Ether to be securities, and does not currently consider Bitcoin to be a security. The SEC staff has also provided informal assurances via no-action letter to a handful of promoters that their digital assets are not securities. On the other hand, the SEC has brought enforcement actions against the issuers and promoters of several other digital assets on the basis that the digital assets in question are securities. More recently, the SEC has also brought enforcement actions against digital asset trading platforms for operating unregistered securities exchanges on the basis that certain of the digital assets traded on their platforms are securities. For example, in June 2023, the SEC brought charges against Binance and Coinbase, respectively, for alleged violations of a variety of securities laws. In its complaints, the SEC asserted that SOL, ADA, MATIC, FIL, ATOM, SAND, MANA, ALGO, AXS, COTI, CHZ, FLOW, ICP, NEAR, VGX, DASH and NEXO are securities under the federal securities laws.
Further, Ripple Labs, Inc. (“Ripple”), the company that retains a key role in stewarding the development of XRP, is currently a defendant in a federal class-action lawsuit filed by certain XRP holders that alleges that XRP is a security issued by Ripple. In addition, in 2020 the SEC filed a complaint against the issuer of XRP, Ripple Labs, Inc., and two of its executives, alleging that they raised more than $ 1.3 billion through XRP sales that should have been registered under the federal securities laws, but were not. Subsequently, in July
F- 21
2023, the District Court for the Southern District of New York held that while XRP is not a “security”, certain sales of XRP to certain buyers (but not other types of sales to other buyers) amounted to “investment contracts” under the Howey test. The District Court entered a final judgment in the case on August 7, 2024. As of September 3, 2024, the SEC had not yet filed a notice of appeal, although it may still do so.
SOL and XRP are currently Fund Components held by the Fund representing approximately 5.22% of the Fund’s NAV as of June 30, 2024. If a Fund Component is determined to be a “security” under federal or state securities laws by the SEC or any other agency, or in a proceeding in a court of law or otherwise, it may have material adverse consequences for such Fund Component.
For example, it may become more difficult for such Fund Component to be traded, cleared and custodied as compared to other digital assets that are not considered to be securities, which could in turn negatively affect the liquidity and general acceptance of such Fund Component and cause users to migrate to other digital assets. As such, any determination that a Fund Component is a security under federal or state securities laws may adversely affect the value of such Fund Component and, as a result, an investment in the Shares.
To the extent that a Fund Component is determined to be a security, the Fund and the Manager may also be subject to additional regulatory requirements, including under the Investment Company Act of 1940, and the Manager may be required to register as an investment adviser under the Investment Advisers Act of 1940. If the Manager determines not to comply with such additional regulatory and registration requirements, the Manager will terminate the Fund. Any such termination could result in the liquidation of the Fund’s digital assets at a time that is disadvantageous to shareholders.
As with any computer network, Digital Asset Networks are vulnerable to various kinds of attacks and disruptions. For example, each Digital Asset Network of the Fund Components, for which it is relevant, is vulnerable to a “51% attack” where, if a malicious actor were to gain control of more than 50% of a network’s hash rate, it would be able to gain full control of the network and the ability to manipulate the relevant blockchains on which the respective Fund Components settle. In May 2019, the Bitcoin Cash network experienced a 51% attack when two mining pools combined their hash rates to reverse a block of transactions that rewarded tokens to an unknown actor who had taken advantage of an unrelated vulnerability in the Bitcoin Cash network. The Fund did not suffer any direct losses as a result of the attack. Although this particular attack could be interpreted as reversing a separate attack on the Bitcoin Cash network, the Bitcoin Cash network may be vulnerable to future 51% attacks that could result in a loss of confidence in the Bitcoin Cash network. Additionally, as an example of a network disruption, the Solana network experienced a significant disruption on September 14, 2021, later attributed to a type of denial of service attack, and was offline for 17 hours, only returning to full functionality 24 hours later. While persons associated with Solana Labs and/or the Solana Foundation are understood to have played a key role in bringing the network back online, the broader community also played a key role, as Solana validators coordinated to upgrade and restart the network.
Furthermore, like any smart contract platform that utilizes bridge technology, digital assets transferred to or from other blockchains are vulnerable to certain types of exploits. For example, on February 3, 2022, hackers were able to manipulate the Wormhole bridge smart contract code which enables the transfer of certain digital assets to the Solana network, to divert approximately 120,000 Ether from the Wormhole bridge to the attacker’s Ether wallet. While Jump Crypto, the creators of the Wormhole bridge, replenished the stolen Ether, effectively backstopping user losses, they or other creators may not be able to do so again in the future. The development of bridges on Digital Asset Networks is ongoing and further attacks on bridges compatible with a Digital Asset Network of a Fund Component could have a material adverse effect on the value of such Fund Component and an investment in the Shares.
To the extent a private key required to access a Fund Component address is lost, destroyed or otherwise compromised and no backup of the private key is accessible, the Fund may be unable to access the relevant Fund Component controlled by the private key and the private key will not be capable of being restored by the network of such Fund Component. The processes by which the Fund Component transactions are settled are dependent on the peer-to-peer network of such Fund Component, and as such, the Fund is subject to operational risk. A risk also exists with respect to previously unknown technical vulnerabilities, which may adversely affect the value of the Fund Component.
The Fund relies on third-party service providers to perform certain functions essential to its operations. Any disruptions to the Fund’s service providers’ business operations resulting from business failures, financial instability, security failures, government mandated regulation or operational problems could have an adverse impact on the Fund’s ability to access critical services and be disruptive to the operations of the Fund.
The Manager and the Fund may be subject to various litigation, regulatory investigations, and other legal proceedings that arise in the ordinary course of its business.
F- 22
9 . Quarterly Statements of Operations
Fiscal Years Ended June 30, 2024 and 2023
Three Months Ended
(unaudited)
(Amounts in thousands)
Sept-30, 2023
Dec-31, 2023
Mar-31, 2024
Jun-30, 2024
Year Ended
June 30,
2024
Expenses
Manager's Fee, related party
$
1,584
$
1,980
$
2,882
$
3,426
$
9,872
Net investment loss
$
( 1,584
)
$
( 1,980
)
$
( 2,882
)
$
( 3,426
)
$
( 9,872
)
Net realized and unrealized (loss) gain from:
Net realized gain (loss) on investments in digital assets
1,701
1,343
10,033
( 5,574
)
7,503
Net change in unrealized appreciation on investments in digital assets
( 32,520
)
134,194
225,325
( 70,306
)
256,693
Net realized and unrealized (loss) gain on investments
( 30,819
)
135,537
235,358
( 75,880
)
264,196
Net (decrease) increase in net assets resulting from operations
$
( 32,403
)
$
133,557
$
232,476
$
( 79,306
)
$
254,324
Three Months Ended
(unaudited)
(Amounts in thousands)
Sept-30, 2022
Dec-31, 2022
Mar-31, 2023
Jun-30, 2023
Year Ended
June 30,
2023
Expenses
Manager's Fee, related party
$
1,321
$
1,108
$
1,337
$
1,607
$
5,373
Net investment loss
$
( 1,321
)
$
( 1,108
)
$
( 1,337
)
$
( 1,607
)
$
( 5,373
)
Net realized and unrealized gain (loss) from:
Net realized (loss) gain on investments in digital assets
( 14,421
)
1,397
( 6,745
)
1,055
( 18,714
)
Net change in unrealized appreciation (depreciation) on investments in digital assets
31,065
( 30,709
)
110,821
11,690
122,867
Net realized and unrealized gain (loss) on investments
16,644
( 29,312
)
104,076
12,745
104,153
Net increase (decrease) in net assets resulting from operations
$
15,323
$
( 30,420
)
$
102,739
$
11,138
$
98,780
F- 23
10. Financial Highlights Per Share Performance
Years Ended June 30,
2024
2023
2022
Per Share Data:
Principal market net asset value, beginning of year
$
17.18
$
10.96
$
23.19
Net increase (decrease) in net assets from investment operations
Net investment loss
( 0.62
)
( 0.34
)
( 0.71
)
Net realized and unrealized gain (loss)
16.65
6.56
( 11.52
)
Net increase (decrease) in net assets resulting from operations
16.03
6.22
( 12.23
)
Principal market net asset value, end of year
$
33.21
$
17.18
$
10.96
Total return
93.31
%
56.75
%
- 52.74
%
Ratios to average net assets:
Net investment loss
- 2.50
%
- 2.50
%
- 2.50
%
Expenses
- 2.50
%
- 2.50
%
- 2.50
%
An individual shareholder’s return, ratios, and per Share performance may vary from those presented above based on the timing of Share transactions. The amount shown for a Share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the number of Shares issued in Creations occurring at an operational value derived from an operating metric as defined in the LLC Agreement.
Total return is calculated assuming an initial investment made at the Principal Market NAV at the beginning of the year and assuming redemption on the last day of the year.
11. Indemnifications
In the normal course of business, the Fund enters into certain contracts that provide a variety of indemnities, including contracts with the Manager and affiliates of the Manager, DCG and its officers, directors, employees, subsidiaries and affiliates, and the Custodian as well as others relating to services provided to the Fund. The Fund’s maximum exposure under these and its other indemnities is unknown. However, no liabilities have arisen under these indemnities in the past and, while there can be no assurances in this regard, there is no expectation that any will occur in the future. Therefore, the Manager does not consider it necessary to record a liability in this regard.
12. Subsequent Events
On July 2, 2024, the Index Provider completed the quarterly rebalancing of the DLCS and determined that Bitcoin, Ether, SOL, XRP and AVAX met the inclusion criteria of the DLCS Index. On July 2, 2024, following the rebalancing of the Index, the Manager completed its quarterly review of the Fund’s portfolio and initiated the process of rebalancing the Fund. The Manager adjusted the Fund’s portfolio by purchasing and selling the existing Fund Components in proportion to their respective Weightings. No new tokens were added to or removed from the Fund. As of July 3, 2024, following the rebalancing, the Fund Components consisted of 70.46 % Bitcoin, 23.51 % Ether, 3.86 % SOL, 1.54 % XRP and 0.63 % AVAX, and each of the Fund’s shares represented 0.0004 Bitcoin, 0.0023 Ether, 0.0088 SOL, 1.0633 XRP and 0.0075 AVAX.
As of the close of business on September 3, 2024 , the fair value of each Fund Component, determined in accordance with the Fund’s accounting policy, was $ 58,017.88 per Bitcoin, $ 2,446.52 per Ether, $ 130.90 per SOL, $ 0.57 per XRP and $ 21.82 per AVAX.
There are no known events that have occurred that require disclosure other than that which has already been disclosed in these notes to the financial statements.
F- 24
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.