Correspondence 0000894189-24-007075 from Listed Funds Trust (CIK 0001683471)
Listed Funds Trust (CIK 0001683471)
Date: Dec. 6, 2024 · CIK: 0001683471 · Accession: 0000894189-24-007075
AI Filing Summary & Sentiment
File numbers found in text: 333-215588, 811-23226
Letter
Division of Investment Management Re: Listed Funds Trust (the “Trust”) File Nos. 333-215588 and 811-23226 Fortuna Hedged Bitcoin Fund (the “Fund”)
Dear Mr. Greenspan:
This correspondence responds to comments that the Trust received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission with respect to Post-Effective Amendment No. 334 to the Trust’s Registration Statement on Form N-1A filed October 3, 2024 (SEC Accession No. 0000894189-24-006083) (the “Amendment”). For your convenience, the comments have been reproduced below in bold with a response following each comment. Capitalized terms not otherwise defined have the same meaning as in the Amendment.
General
1.Staff Comment: Supplementally, please provide the ticker symbol before effectiveness.
Response: The Fund’s ticker symbol is HBTC.
2.Staff Comment: Supplementally, please indicate when the Fund expects to launch.
Response: The Fund intends to launch on or about December 17, 2024.
3.Staff Comment: Supplementally, please confirm whether or not the Fund has setup and can identify any futures commission merchants (“FCMs”).
Response: The Trust supplementally confirms that Fund is in the process of onboarding Clear Street LLC as a FCM.
Prospectus
4.Staff Comment: Please provide completed “Fees and Expenses of the Fund” and “Example” tables and confirm there are not any fee waiver or expense reimbursement arrangements aside from the subsidiary management fee waiver.
Response: Please see Appendix A to this correspondence for completed “Fees and Expenses of the Fund” and “Example” tables. The Trust confirms that there are no fee waiver or expense reimbursement arrangements in place for the Fund, aside from the subsidiary management fee waiver.
5.Staff Comment: In relation to the “Fees and Expenses of the Fund” table, please confirm that the Fund will not have any “Other Expenses” including any expenses related to the Subsidiary.
Response: The Trust confirms that the Fund will have no “Other Expenses.” Expenses of the Subsidiary, if any, would be waived. Accordingly, the Trust has revised footnote (1) as follows (revisions underlined for purposes of this response only):
Fortuna Funds, LLC (the “Adviser”), the Fund’s investment adviser, has contractually agreed to waive the management fee it receives from the Fund in an amount equal to the management fee paid to the Adviser by the Subsidiary (defined below), and to pay certain other expenses that may be incurred by the Subsidiary, until at least […] such as record-keeping, custodian fees or other administrative costs. This undertaking will continue in effect for so long as the Fund invests in the Subsidiary, and at least through December 31, 2025. This undertaking may be terminated only with the approval of the Fund’s Board of Trustees.
6.Staff Comment: Regarding the reference to “certain other expenses incurred by the Subsidiary” in footnote (1) of the Fees and Expenses of the Fund table, please specify what other expenses may be incurred.
Response: Please see the Trust’s response to Staff Comment #5 above.
7.Staff Comment: Please revise the second sentence in footnote (1) to the Fees and Expenses of the Fund table to clarify that the contractual waiver of the management fee will be in place for at least a one-year period from the date of the Prospectus. Please also disclose, in an appropriate location in the Prospectus, whether the Adviser will be permitted to recoup waived management fees, and, if so, under what conditions.
Response: Please see the Trust’s response to Staff Comment #5 above.
Additionally, the Trust confirms that there are no reimbursement or recoupment arrangements in place for any management fees.
8.Staff Comment: The staff believes that the Fund’s name must comply with Rule 35d-1 (the “Names Rule”). Explain how the Fund will comply with the 80% test required by the Names Rule by investing at least 80% of the Fund’s net assets in assets with exposure to bitcoin.
Response: The Trust has added the following disclosure to the Principal Investment Strategies section:
Under normal circumstances, the Fund will invest at least 80% of its net assets (plus the amount of borrowings for investment purposes), directly or indirectly, in investments that provide exposure to bitcoin and/or bitcoin-related investments.
In addition, the Trust has added the following disclosure as non-fundamental investment policy to the Statement of Additional Information:
In addition, the Fund has adopted a non-fundamental policy to invest, under normal circumstances, at least 80% of its net assets (plus the amount of borrowings for investment purposes), directly or indirectly, in investments that provide exposure to bitcoin and/or bitcoin-related investments.
9.Staff Comment: Under “Fund Summary - Principal Investment Strategies,” in the first sentence of the second paragraph, please remove the term “cryptocurrency.”
Response: The Trust has revised the sentence to read, “Bitcoin is a digital asset, sometimes referred to as a “digital currency.” Additionally, the Trust confirms that references to “cryptocurrency” throughout the SAI will be removed accordingly.
10.Staff Comment: Under “Fund Summary - Principal Investment Strategies,” in the seventh sentence of the second paragraph, please provide a plain English explanation for the term “public-key cryptography.”
Response: The Trust has updated the relevant section as follows:
Ownership and transaction records for bitcoin are protected through a system of encryption and decryption known as “public-key cryptography.” This system ensures that only the intended recipient can read an encrypted message and that a signed message truly comes from the claimed sender.
11.Staff Comment: Under “Fund Summary - Principal Investment Strategies,” please revise the first sentence in paragraph 3 to include any additional commodity exchanges (in addition to the Chicago Mercantile Exchange) on which the bitcoin futures may be traded of which the Fund is currently aware.
Response:. The Trust confirms that the Fund does not intend to invest in bitcoin futures that trade on any commodity exchange other than the Chicago Mercantile Exchange and has revised paragraph three as follows (revisions underlined for purposes of this response only):
The Fund will invest in standardized, cash-settled bitcoin futures contracts traded on the Chicago Mercantile Exchange (“CME”), a commodity exchange registered with the Commodity Futures Trading Commission (“CFTC”), such as the Chicago Mercantile Exchange (“CME”). The Fund generally seeks to invest in front-month bitcoin futures but may also invest in back-month bitcoin futures contracts. Front-month bitcoin futures contracts are those contracts with the shortest time to maturity. Back-month bitcoin futures contracts are those with longer times to maturity.
12.Staff Comment: With regards to the Cayman Subsidiary, please confirm supplementally that: (i) the financial statements of the Subsidiary will be consolidated with those of the Fund; (ii) the Subsidiary’s management fee (if any) (including any performance fee, if any) will be included in “Management Fees” of the Fund and the Subsidiary’s expenses will be included in “Other Expenses” of the Fund in the Fund’s fee table in the Prospectus; (iii) the Subsidiary and its board of directors will agree to designate an agent for service of process in the United States; (iv) the Subsidiary and its board of directors will agree to inspection by the staff of the Subsidiary’s books and records, which will be maintained in accordance with Section 31 of the Investment Company Act of 1940 (the “Investment Company Act”) and the rules thereunder; (v) the Funds have no intent of creating or acquiring any entities for purposes of control, with the exception of the Subsidiary, that would be primarily engaged in investments or trading in securities; and (vi) each Fund and the applicable Subsidiary will, in aggregate, comply with the provisions of Sections 8, 17 and 18 of the Investment Company Act.
Response: With respect to the Subsidiary, the Trust confirms supplementally that: (i) the financial statements of the Subsidiary will be consolidated with those of the parent Fund; (ii) to the extent the Subsidiary’s management fee is not waived in full, it will be included in the Fund’s “Management Fees” and the Subsidiary’s expenses will be included in “Other Expenses” in the Fund’s Prospectus fee table; (iii) the Subsidiary and its board of directors will agree to designate an agent for service of process in the United States; (iv) the Subsidiary and its board of directors will agree to inspection by the staff of the Subsidiary’s books and records, which will be maintained in accordance with Section 31 of the Investment Company Act and the rules thereunder; (v) the Fund has no intention of creating or acquiring any entities for purposes of control, with the exception of the
Subsidiary, that would be primarily engaged in investments or trading in securities; and (vi) the Fund and the applicable Subsidiary will, in the aggregate, comply with the provisions of Sections 8, 17 and 18 of the Investment Company Act, as applicable.
13.Staff Comment: Supplementally, please discuss the anticipated liquidity classification of the Fund’s bitcoin futures contracts under Rule 22e-4(b)(1)(ii) and the basis for the classification (e.g., highly liquid, moderately liquid, less liquid, illiquid).
Response: The Trust supplementally notes that the Adviser believes the Fund’s bitcoin futures contracts will be highly liquid based on, among other things, the likelihood that under reasonably foreseeable market conditions these investments would be convertible into cash within three business days without significantly changing the value of such investments.
14.Staff Comment: Supplementally, please discuss the Fund’s plans for liquidity management generally, including during both normal and reasonably foreseeable distressed conditions.
Response: The Adviser will administer a liquidity risk management program for the Fund, which provides for, among other things, the assessment, management and periodic review of liquidity risk for the Fund, including projections as to cash flow. Under normal conditions, the Fund intends to use CME listed Bitcoin futures and options on Bitcoin futures. If liquidity should become constrained, the Adviser would seek to invest to the extent allowable in bitcoin-related ETFs.
15.Staff Comment: Supplementally, please confirm that other than with respect to hedging described in the prospectus, neither the Fund nor the Subsidiary will be seeking leveraged exposure to bitcoin or bitcoin futures and that the Fund only seeks to achieve long-term capital appreciation (i.e., the Fund does not seek to multiple or seek the inverse of bitcoin returns).
Response: The Trust supplementally confirms that the Fund does not seek leveraged exposure to bitcoin returns.
16.Staff Comment: Under “Fund Summary - Principal Investment Strategies,” please revise the first sentence in paragraph seven to clarify that “overlay strategies” refers only to bitcoin future contracts and not other types of future contracts.
Response: The Trust has revised the applicable disclosure to read, “…such as covered calls on bitcoin futures contracts…” Please note that the Fund has further revised this disclosure in consideration for the investment of options on bitcoin-related investment companies (see Response to Staff Comment #21 below) to read, "...such as covered calls on bitcoin futures contracts and bitcoin-related investment companies."
In addition, the Fund has revised disclosure in the "Additional Information About the Fund - Principal Investment Strategies" section to clarify its investment in options on bitcoin-related investment companies (see Response to Staff Comment #21 below) as follows:
Options on Bitcoin Futures Contracts and Bitcoin-related ETFs
The Fund anticipates using derivatives to a significant extent, primarily options on bitcoin futures contracts and bitcoin-related ETFs.
17.Staff Comment: Please consider reordering “Principal Investment Risks” to prioritize those risks that are most likely to adversely affect the Fund. Please note that after listing the most significant risks to the Fund, the remaining risks may be alphabetized. Please refer to ADI 2019-08 “Improving Principal Risks Disclosure.”
Response: The Trust has reviewed the Fund’s risk disclosures to ensure that such disclosures are tailored appropriately to the risks of the Fund and not overly lengthy or technical, and that the risks the Adviser
considers most significant are not obscured or constructed in a manner that could render the disclosure misleading. Additionally, the Trust believes that ordering the risks alphabetically makes it easier for investors to find applicable risk factors and compare them across funds.
While the Trust respectfully declines to reorder the principal risks, the Trust notes that the following disclosure is included in the first paragraph under “Principal Investment Risks” in the Fund’s summary section with similar language included in Item 9 to help investors understand the importance of reading each risk disclosure regardless of their sequence: “The principal risks are presented in alphabetical order to facilitate finding particular risks and comparing them with other funds. Each risk summarized below is considered a ‘principal risk’ of investing in the Fund, regardless of the order in which it appears.”
18.Staff Comment: The Staff notes the principal strategy section in the Prospectus discusses the concepts of “rolling” a futures contract, “contango,” and “backwardation.” Please expand the “Bitcoin Futures Risk” in the “Principal Investment Risks” section to include any risk examples that are unique to bitcoin futures.
Response: The Trust notes that both the “Bitcoin Futures Risk” and “Bitcoin Futures Capacity Risk” discussions highlight additional risks specific to bitcoin futures relative to other futures contracts. In addition, the Trust has added the following disclosure to “Bitcoin Futures Risk”:
Because of the unpredictable and volatile nature of the bitcoin market, the potential for contango and backwardation associated with maintaining exposure to bitcoin futures contracts may be amplified relative to other futures contracts. These effects could have negative consequences on the performance of the Fund.
19.Staff Comment: Under “Fund Summary - “Principal Investment Risks,” please revise “Bitcoin Futures Risk” to include disclosure regarding the risks and challenges posed by the emergence of other blockchains that are similarly designed to serve as alternate payment systems and explain the potential impacts on the demand for and the value of bitcoin.
Additionally, please explain any common impediments or disadvantages facing the bitcoin network as a payment network.
Response: The Trust has added the following disclosure to “Bitcoin Futures Risk”:
The emergence of other public blockchains and related technologies may compete with bitcoin and result in a reduction in the use of bitcoin, which could reduce its value or increase the volatility of the price of bitcoin due to changes in the supply and demand of bitcoin relative to alternatives, thus negatively impacting investment in the Fund.
20.Staff Comment: In addition to “Non-Diversification Risk” already present in the Prospectus, please add the appropriate “Concentration Risk” disclosures with respect to Bitcoin.
Response: The Trust has added the following risk disclosure:
Bitcoin Concentration Risk: Since the Fund has concentr
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CORRESP 1 filename1.htm Document LISTED FUNDS TRUST c/o U.S. Bancorp Fund Services, LLC 615 East Michigan Street | Milwaukee, Wisconsin 53202 December 6, 2024 Mr. Daniel Greenspan U.S. Securities and Exchange Commission Division of Investment Management 100 F Street NE Washington, DC 20549 Re: Listed Funds Trust (the “Trust”) File Nos. 333-215588 and 811-23226 Fortuna Hedged Bitcoin Fund (the “Fund”) Dear Mr. Greenspan: This correspondence responds to comments that the Trust received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission with respect to Post-Effective Amendment No. 334 to the Trust’s Registration Statement on Form N-1A filed October 3, 2024 (SEC Accession No. 0000894189-24-006083) (the “Amendment”). For your convenience, the comments have been reproduced below in bold with a response following each comment. Capitalized terms not otherwise defined have the same meaning as in the Amendment. General 1.Staff Comment: Supplementally, please provide the ticker symbol before effectiveness. Response: The Fund’s ticker symbol is HBTC. 2.Staff Comment: Supplementally, please indicate when the Fund expects to launch. Response: The Fund intends to launch on or about December 17, 2024. 3.Staff Comment: Supplementally, please confirm whether or not the Fund has setup and can identify any futures commission merchants (“FCMs”). Response: The Trust supplementally confirms that Fund is in the process of onboarding Clear Street LLC as a FCM. Prospectus 4.Staff Comment: Please provide completed “Fees and Expenses of the Fund” and “Example” tables and confirm there are not any fee waiver or expense reimbursement arrangements aside from the subsidiary management fee waiver. Response: Please see Appendix A to this correspondence for completed “Fees and Expenses of the Fund” and “Example” tables. The Trust confirms that there are no fee waiver or expense reimbursement arrangements in place for the Fund, aside from the subsidiary management fee waiver. 5.Staff Comment: In relation to the “Fees and Expenses of the Fund” table, please confirm that the Fund will not have any “Other Expenses” including any expenses related to the Subsidiary. Response: The Trust confirms that the Fund will have no “Other Expenses.” Expenses of the Subsidiary, if any, would be waived. Accordingly, the Trust has revised footnote (1) as follows (revisions underlined for purposes of this response only): Fortuna Funds, LLC (the “Adviser”), the Fund’s investment adviser, has contractually agreed to waive the management fee it receives from the Fund in an amount equal to the management fee paid to the Adviser by the Subsidiary (defined below), and to pay certain other expenses that may be incurred by the Subsidiary, until at least […] such as record-keeping, custodian fees or other administrative costs. This undertaking will continue in effect for so long as the Fund invests in the Subsidiary, and at least through December 31, 2025. This undertaking may be terminated only with the approval of the Fund’s Board of Trustees. 6.Staff Comment: Regarding the reference to “certain other expenses incurred by the Subsidiary” in footnote (1) of the Fees and Expenses of the Fund table, please specify what other expenses may be incurred. Response: Please see the Trust’s response to Staff Comment #5 above. 7.Staff Comment: Please revise the second sentence in footnote (1) to the Fees and Expenses of the Fund table to clarify that the contractual waiver of the management fee will be in place for at least a one-year period from the date of the Prospectus. Please also disclose, in an appropriate location in the Prospectus, whether the Adviser will be permitted to recoup waived management fees, and, if so, under what conditions. Response: Please see the Trust’s response to Staff Comment #5 above. Additionally, the Trust confirms that there are no reimbursement or recoupment arrangements in place for any management fees. 8.Staff Comment: The staff believes that the Fund’s name must comply with Rule 35d-1 (the “Names Rule”). Explain how the Fund will comply with the 80% test required by the Names Rule by investing at least 80% of the Fund’s net assets in assets with exposure to bitcoin. Response: The Trust has added the following disclosure to the Principal Investment Strategies section: Under normal circumstances, the Fund will invest at least 80% of its net assets (plus the amount of borrowings for investment purposes), directly or indirectly, in investments that provide exposure to bitcoin and/or bitcoin-related investments. In addition, the Trust has added the following disclosure as non-fundamental investment policy to the Statement of Additional Information: In addition, the Fund has adopted a non-fundamental policy to invest, under normal circumstances, at least 80% of its net assets (plus the amount of borrowings for investment purposes), directly or indirectly, in investments that provide exposure to bitcoin and/or bitcoin-related investments. 9.Staff Comment: Under “Fund Summary - Principal Investment Strategies,” in the first sentence of the second paragraph, please remove the term “cryptocurrency.” Response: The Trust has revised the sentence to read, “Bitcoin is a digital asset, sometimes referred to as a “digital currency.” Additionally, the Trust confirms that references to “cryptocurrency” throughout the SAI will be removed accordingly. 10.Staff Comment: Under “Fund Summary - Principal Investment Strategies,” in the seventh sentence of the second paragraph, please provide a plain English explanation for the term “public-key cryptography.” Response: The Trust has updated the relevant section as follows: Ownership and transaction records for bitcoin are protected through a system of encryption and decryption known as “public-key cryptography.” This system ensures that only the intended recipient can read an encrypted message and that a signed message truly comes from the claimed sender. 11.Staff Comment: Under “Fund Summary - Principal Investment Strategies,” please revise the first sentence in paragraph 3 to include any additional commodity exchanges (in addition to the Chicago Mercantile Exchange) on which the bitcoin futures may be traded of which the Fund is currently aware. Response:. The Trust confirms that the Fund does not intend to invest in bitcoin futures that trade on any commodity exchange other than the Chicago Mercantile Exchange and has revised paragraph three as follows (revisions underlined for purposes of this response only): The Fund will invest in standardized, cash-settled bitcoin futures contracts traded on the Chicago Mercantile Exchange (“CME”), a commodity exchange registered with the Commodity Futures Trading Commission (“CFTC”), such as the Chicago Mercantile Exchange (“CME”). The Fund generally seeks to invest in front-month bitcoin futures but may also invest in back-month bitcoin futures contracts. Front-month bitcoin futures contracts are those contracts with the shortest time to maturity. Back-month bitcoin futures contracts are those with longer times to maturity. 12.Staff Comment: With regards to the Cayman Subsidiary, please confirm supplementally that: (i) the financial statements of the Subsidiary will be consolidated with those of the Fund; (ii) the Subsidiary’s management fee (if any) (including any performance fee, if any) will be included in “Management Fees” of the Fund and the Subsidiary’s expenses will be included in “Other Expenses” of the Fund in the Fund’s fee table in the Prospectus; (iii) the Subsidiary and its board of directors will agree to designate an agent for service of process in the United States; (iv) the Subsidiary and its board of directors will agree to inspection by the staff of the Subsidiary’s books and records, which will be maintained in accordance with Section 31 of the Investment Company Act of 1940 (the “Investment Company Act”) and the rules thereunder; (v) the Funds have no intent of creating or acquiring any entities for purposes of control, with the exception of the Subsidiary, that would be primarily engaged in investments or trading in securities; and (vi) each Fund and the applicable Subsidiary will, in aggregate, comply with the provisions of Sections 8, 17 and 18 of the Investment Company Act. Response: With respect to the Subsidiary, the Trust confirms supplementally that: (i) the financial statements of the Subsidiary will be consolidated with those of the parent Fund; (ii) to the extent the Subsidiary’s management fee is not waived in full, it will be included in the Fund’s “Management Fees” and the Subsidiary’s expenses will be included in “Other Expenses” in the Fund’s Prospectus fee table; (iii) the Subsidiary and its board of directors will agree to designate an agent for service of process in the United States; (iv) the Subsidiary and its board of directors will agree to inspection by the staff of the Subsidiary’s books and records, which will be maintained in accordance with Section 31 of the Investment Company Act and the rules thereunder; (v) the Fund has no intention of creating or acquiring any entities for purposes of control, with the exception of the Subsidiary, that would be primarily engaged in investments or trading in securities; and (vi) the Fund and the applicable Subsidiary will, in the aggregate, comply with the provisions of Sections 8, 17 and 18 of the Investment Company Act, as applicable. 13.Staff Comment: Supplementally, please discuss the anticipated liquidity classification of the Fund’s bitcoin futures contracts under Rule 22e-4(b)(1)(ii) and the basis for the classification (e.g., highly liquid, moderately liquid, less liquid, illiquid). Response: The Trust supplementally notes that the Adviser believes the Fund’s bitcoin futures contracts will be highly liquid based on, among other things, the likelihood that under reasonably foreseeable market conditions these investments would be convertible into cash within three business days without significantly changing the value of such investments. 14.Staff Comment: Supplementally, please discuss the Fund’s plans for liquidity management generally, including during both normal and reasonably foreseeable distressed conditions. Response: The Adviser will administer a liquidity risk management program for the Fund, which provides for, among other things, the assessment, management and periodic review of liquidity risk for the Fund, including projections as to cash flow. Under normal conditions, the Fund intends to use CME listed Bitcoin futures and options on Bitcoin futures. If liquidity should become constrained, the Adviser would seek to invest to the extent allowable in bitcoin-related ETFs. 15.Staff Comment: Supplementally, please confirm that other than with respect to hedging described in the prospectus, neither the Fund nor the Subsidiary will be seeking leveraged exposure to bitcoin or bitcoin futures and that the Fund only seeks to achieve long-term capital appreciation (i.e., the Fund does not seek to multiple or seek the inverse of bitcoin returns). Response: The Trust supplementally confirms that the Fund does not seek leveraged exposure to bitcoin returns. 16.Staff Comment: Under “Fund Summary - Principal Investment Strategies,” please revise the first sentence in paragraph seven to clarify that “overlay strategies” refers only to bitcoin future contracts and not other types of future contracts. Response: The Trust has revised the applicable disclosure to read, “…such as covered calls on bitcoin futures contracts…” Please note that the Fund has further revised this disclosure in consideration for the investment of options on bitcoin-related investment companies (see Response to Staff Comment #21 below) to read, "...such as covered calls on bitcoin futures contracts and bitcoin-related investment companies." In addition, the Fund has revised disclosure in the "Additional Information About the Fund - Principal Investment Strategies" section to clarify its investment in options on bitcoin-related investment companies (see Response to Staff Comment #21 below) as follows: Options on Bitcoin Futures Contracts and Bitcoin-related ETFs The Fund anticipates using derivatives to a significant extent, primarily options on bitcoin futures contracts and bitcoin-related ETFs. 17.Staff Comment: Please consider reordering “Principal Investment Risks” to prioritize those risks that are most likely to adversely affect the Fund. Please note that after listing the most significant risks to the Fund, the remaining risks may be alphabetized. Please refer to ADI 2019-08 “Improving Principal Risks Disclosure.” Response: The Trust has reviewed the Fund’s risk disclosures to ensure that such disclosures are tailored appropriately to the risks of the Fund and not overly lengthy or technical, and that the risks the Adviser considers most significant are not obscured or constructed in a manner that could render the disclosure misleading. Additionally, the Trust believes that ordering the risks alphabetically makes it easier for investors to find applicable risk factors and compare them across funds. While the Trust respectfully declines to reorder the principal risks, the Trust notes that the following disclosure is included in the first paragraph under “Principal Investment Risks” in the Fund’s summary section with similar language included in Item 9 to help investors understand the importance of reading each risk disclosure regardless of their sequence: “The principal risks are presented in alphabetical order to facilitate finding particular risks and comparing them with other funds. Each risk summarized below is considered a ‘principal risk’ of investing in the Fund, regardless of the order in which it appears.” 18.Staff Comment: The Staff notes the principal strategy section in the Prospectus discusses the concepts of “rolling” a futures contract, “contango,” and “backwardation.” Please expand the “Bitcoin Futures Risk” in the “Principal Investment Risks” section to include any risk examples that are unique to bitcoin futures. Response: The Trust notes that both the “Bitcoin Futures Risk” and “Bitcoin Futures Capacity Risk” discussions highlight additional risks specific to bitcoin futures relative to other futures contracts. In addition, the Trust has added the following disclosure to “Bitcoin Futures Risk”: Because of the unpredictable and volatile nature of the bitcoin market, the potential for contango and backwardation associated with maintaining exposure to bitcoin futures contracts may be amplified relative to other futures contracts. These effects could have negative consequences on the performance of the Fund. 19.Staff Comment: Under “Fund Summary - “Principal Investment Risks,” please revise “Bitcoin Futures Risk” to include disclosure regarding the risks and challenges posed by the emergence of other blockchains that are similarly designed to serve as alternate payment systems and explain the potential impacts on the demand for and the value of bitcoin. Additionally, please explain any common impediments or disadvantages facing the bitcoin network as a payment network. Response: The Trust has added the following disclosure to “Bitcoin Futures Risk”: The emergence of other public blockchains and related technologies may compete with bitcoin and result in a reduction in the use of bitcoin, which could reduce its value or increase the volatility of the price of bitcoin due to changes in the supply and demand of bitcoin relative to alternatives, thus negatively impacting investment in the Fund. 20.Staff Comment: In addition to “Non-Diversification Risk” already present in the Prospectus, please add the appropriate “Concentration Risk” disclosures with respect to Bitcoin. Response: The Trust has added the following risk disclosure: Bitcoin Concentration Risk: Since the Fund has concentr