Correspondence 0001680359-23-000252 from Grayscale Funds Trust (CIK 0001976672)
Grayscale Funds Trust (CIK 0001976672)
Date: Aug. 1, 2023 · CIK: 0001976672 · Accession: 0001680359-23-000252
AI Filing Summary & Sentiment
File numbers found in text: 333-271770, 811-23876
Letter
Washington, DC 20549 Subject: Grayscale Funds Trust (the “Registrant” or “Trust”) (File Nos. 333-271770; 811-23876)
Dear Mr. Parachkevov:
On behalf of the Registrant, below are the Registrant’s responses to the comments you provided to Michael W. Mundt and J. Stephen Feinour, Jr. of Stradley Ronon Stevens & Young, LLP, with regard to the Registrant’s initial registration statement on Form N-1A (the “Registration Statement”) relating to the registration of the Registrant’s new series, Grayscale Global Bitcoin Composite ETF and Grayscale Privacy ETF (each a “Fund” and, collectively, the “Funds”). The Registration Statement was filed with the U.S. Securities and Exchange Commission (“SEC”) on May 9, 2023, under Section 8 of the Investment Company Act of 1940, as amended (the “1940 Act”), and Section 6 of the Securities Act of 1933, as amended (the “Securities Act”), and subsequently amended on May 17, 2023, with a Pre-Effective Amendment.
Below we have provided your comments (in bold) and the Registrant’s response to each comment. These responses will be incorporated into a Pre-Effective Amendment to the Registrant’s Registration Statement filed pursuant to Rule 472 under the Securities Act. Capitalized terms not otherwise defined in this letter have the meanings assigned to the terms in the Registration Statement.
1.
Comment:
We note that portions of the Registration Statement are incomplete. Please ensure that the fee table, expense examples, information regarding sub-advisers, the distributor, portfolio managers, independent auditors and other service providers, the board of directions, seed financial statements, etc., are provided in an amendment. We may have additional comments on such portions of the Registration Statement when you complete them in a pre-effective amendment, on disclosures made in response to this letter, on information supplied supplementally, or on exhibits added in any amendment.
Mr. Asen Parachkevov
U.S. Securities and Exchange Commission
August 1, 2023
Page 2
Response:
The fee table, expense examples and seed financial statements for each Fund will be completed in a later pre-effective amendment prior to effectiveness of the Registration Statement. The information regarding the Trust’s board of trustees and service providers will also be included in the Registration Statement in a later pre-effective amendment prior to effectiveness.
2.
Comment:
The staff notes that each Fund is seeking to obtain some level of indirect exposure to digital assets:
a.
The prospectus of Grayscale Global Bitcoin Composite ETF states that the Fund will seek to track the performance (before fees and expenses) of the Indxx Global Bitcoin Composite Index, an index that will include securities issued by exchange-traded products “that are listed on major non-US exchanges that hold or are backed by physical bitcoin (or that synthetically seek to track the price of bitcoin, excluding futures based investments) and that meet certain asset and liquidity thresholds.”
b.
The prospectus of Grayscale Privacy ETF states that the Fund will track an index that “intends to allocate 10% to [a] Privacy-Preserving Protocol sub-theme,” which “allocation” will consist entirely of securities of Grayscale Zcash Trust (ZCSH), an affiliate of the Adviser, that is “solely and passively” invested in Zcash (ZEC).
The staff notes that ETFs that currently seek to obtain significant investment exposure to Bitcoin invest in Bitcoin-based underlying investments that trade on U.S.-regulated exchanges, such as the CME for bitcoin futures. In this connection, please explain supplementally why investments in foreign ETPs, ETNs and other pooled vehicles, as well ZCSH, would be appropriate for investment by an ETF. In your response, please address the issues identified in the Staff Letter to ICI and SIFMA AMG: Engaging on Fund Innovation and Cryptocurrency-related Holdings (Jan. 18, 2018). Further, the bolded disclosure in the Principal Investment Strategy section in the Grayscale Global Bitcoin Composite ETF prospectus states that the Fund may have “indirect exposure to digital assets.” Please inform the staff if the Fund intends to obtain “indirect exposure to digital assets” other than Bitcoin and specify which digital assets.
Response:
The Registrant responds as follows:
a.
Grayscale Global Bitcoin Composite ETF
The Adviser believes the Bitcoin ETPs (as defined in the Registration Statement) in which the Fund may invest would satisfy the concerns expressed by the staff with respect to valuation, liquidity, custody, arbitrage and potential manipulation and are appropriate for investment by an ETF. Specifically, to the extent such ETPs are regulated securities and trade on regulated foreign listing exchanges, they have readily available intra- and end of day prices. Market makers and APs customarily compare the relative value of an ETF to the relative value of its portfolio holdings. For these Bitcoin ETPs, in addition to their exchange-traded market values, the current values of their underlying instrument (whether physically held or synthetically traced), bitcoin, can be readily assessed. As a result, market makers and APs will be able to determine the current value of all instruments involved that could factor into an assessment in support of an efficient market. Any deviations that are identified can then be arbitraged as they would be for ETFs listed on U.S. exchanges.
Mr. Asen Parachkevov
U.S. Securities and Exchange Commission
August 1, 2023
Page 3
In addition to demonstrating sufficient liquidity by virtue of being exchange-traded, for these Bitcoin ETPs, additional liquidity is available through ETF-like creation, redemption and arbitrage processes as each is continuously offered. The industry and the SEC have come to understand that liquidity can be created in exchange-traded vehicles based on their underlying portfolio. Even if the current liquidity of the bitcoin vehicles is questioned, additional shares can be created as the market demands. The Bitcoin ETPs may include certain bitcoin ETNs. While ETNs may not have the exact same open-ended mechanism for simultaneous creation and redemption of shares, ETNs typically offer further issuance, purchase or sale of note certificates (or note shares) by the issuer to meet any excess demand in the secondary market. In practical terms, the result of this delivers a similar result to the construct of the other Bitcoin ETPs in the proposed Grayscale Bitcoin Composite ETF in both the ability for the ETN to track the underlying reference asset as well as for added liquidity to exist beyond just “available shares” shown on on-screen markets. Although there is a finite amount of bitcoin that can be created, bitcoin is the most liquid digital asset in the market. The SEC has placed the responsibility for liquidity determinations and oversight on the investment adviser and board of trustees of registered investment companies. The Adviser believes that it and the board will have sufficient ability to meet such responsibilities.
With respect to the Grayscale Global Bitcoin Composite ETF itself, it will hold equity securities of the Bitcoin ETPs and not physical bitcoin. Such Bitcoin ETP shares would be held by the Fund’s custodian through its sub-custody network. For the currently anticipated Bitcoin ETPs that hold physical bitcoin, each uses a U.S. based custodian for its bitcoin holdings that is subject to U.S. regulatory oversight. Furthermore, the Bitcoin ETPs in which the Fund may invest trade on exchanges in countries which U.S. regulators have established cooperative information sharing arrangements to facilitate consultation and cooperation with such foreign counterparts and mitigate any concerns regarding manipulation.
Finally, there is precedent for the staff permitting U.S. registered investment companies to invest in the same and similar Bitcoin ETPs in which the Fund may invest. Like those U.S. registered investment companies, the Fund’s investments in Bitcoin ETPs will only represent part of the portfolio (in this case, approximately 40% at each quarterly reconstitution of the Index) with the majority of the portfolio consisting of equity securities of publicly traded bitcoin mining companies. The Fund’s intent, consistent with the Index’s methodology and as described in the Fund’s principal investment strategies, is to gain exposure to a composite of bitcoin related vehicles and mining companies, not any other digital assets.
For example, the chart below identifies the Bitcoin ETPs that the Fund is currently expected to invest in and additional information such as their listing exchange, bitcoin custodian and other U.S. registered investment companies that have held or currently hold shares of such ETPs.
Mr. Asen Parachkevov
U.S. Securities and Exchange Commission
August 1, 2023
Page 4
Product
Offering
Exchange
Listing Country
Cooperative Arrangements with U.S. Regulators
Bitcoin Custodian
US RIC that holds/has held
Purpose Bitcoin ETF
Continuous
Toronto Stock Exchange
Canada
1. Enforcement Cooperation (January 7, 1988; September & October 2015)
2. Supervisory Cooperation (June 2010; September 2011; September & October 2015)
1. Coinbase Custody Trust Company
2. Gemini Trust Company
1. Amplify Transformational Data Sharing ETF
2. Bitcoin Strategy ProFund
3. VanEck Inflation Allocation ETF
3iQ Coinshares Bitcoin ETF
Continuous
Toronto Stock Exchange
Canada
1. Enforcement Cooperation (January 7, 1988; September & October 2015)
2. Supervisory Cooperation (June 2010; September 2011; September & October 2015)
1. Coinbase Custody Trust Company (with oversight from Canadian Tetra Trust)
1. Amplify Transformational Data Sharing ETF
BTCetc – Bitcoin Exchange Traded Crypto
Continuous
Frankfurt Stock Exchange
Germany
1. Enforcement Cooperation (November 22, 1993; March 24, 1994; October 17, 1997)
2. Supervisory Cooperation (April 26, 2007)
1. BitGo Trust Company (Based in Sioux Falls, SD, USA)
Bitcoin Tracker One
Continuous
NASDAQ OMX Stockholm
Sweden
1. Supervisory Cooperation (July 2013)
N/A – ETN with no physical bitcoin holdings
21Shares Bitcoin (ABTC) ETP
Continuous
SIX Swiss Exchange
Switzerland
1. Enforcement Cooperation (August 31, 1982; November 10, 1987; November 3, 1993)
2. Supervisory Cooperation (November 2009)
1. Coinbase Custody Trust Company
2. Copper Technologies (Switzerland) AG
Mr. Asen Parachkevov
U.S. Securities and Exchange Commission
August 1, 2023
Page 5
a.
Grayscale Privacy ETF
The Adviser believes the Grayscale Zcash Trust (ZCSH) to be an appropriate investment by the Fund or any other ETF for many of the same and similar considerations articulated above for the Bitcoin ETPs.
Shares of ZCSH currently trade on the OTCQX. Although shares are offered through daily subscriptions when there is an open, periodic private placement with an initial six month holding period, shares are subsequently unrestricted and can be resold in the secondary market. Of the over-the-counter U.S. markets, OTCQX has the highest qualification standard with requirements including, but not limited to: complying with certain reporting standards, including SEC reporting standards which ZCSH complies with; having a transfer agent that participates in the “Transfer Agent Verified Share Program;” having annual audited financials by a PCAOB auditor and unaudited interim financial reports prepared in accordance with GAAP; timely disclosure of material news; having a board of directors and an audit committee of the Sponsor; having sufficient market capitalization and public float to not constitute as a penny stock; etc. Most importantly, companies qualifying for OTCQX must have priced quotes by a market maker on OTC Link, the SEC registered broker-dealer with an electronic inter-dealer quotation system that displays quotes from broker-dealers for most OTC securities. As a result, ZCSH has readily available intra- and end of day prices that can be used by market participants to value its shares.
Due to the availability of daily market valuations of ZCSH and ZEC, market makers and APs will have the ability to support effective arbitrage. In addition to ZCSH having a readily available market value, ZEC has also has a readily available market value and trades on U.S.-based exchanges such as Coinbase. As a result, market makers and APs will be able to determine the current value of the Fund’s holdings, ZCSH and ZEC to make their assessments in support of an efficient market. In addition, only 10% of the Index will be allocated to the Privacy-Preserving Protocol sub-theme, which is currently represented by ZCSH, at each quarterly Index reconstitution, with the remaining 90% of the Index represented by the equity securities of publicly traded companies determined by the Index methodology criteria to be relevant to the overall privacy theme. As previously noted, the SEC has delegated responsibility to the Adviser and the Trust’s board for overseeing liquidity and the Adviser believes it and the board have the ability to do so effectively.
With respect to custody, the Fund will hold equity securities of ZCSH and not ZEC. Such ZCSH shares would be held by the Fund’s custodian. In addition, similar to most of the aforementioned Bitcoin ETPs, Coinbase Custody Trust Company serves as custodian for ZCSH’s holdings of ZEC.
3.
Comment:
The Registration Statement states that each Fund is designed to track the performance (before fees and expenses) of an index. In your response, please explain whether the index provider specifically developed the indices for the Funds and whether the Adviser, the Funds or any of their affiliates provided technical or other assistance to the index provider or otherwise had any role with respect to the development of the two indices. Please confirm that the Adviser and the index provider are not affiliated. The staff may have additional comments.
With respect to Indxx Global Bitcoin Compo
Show Raw Text
CORRESP
1
filename1.htm
Stradley Ronon Stevens & Young, LLP
2000 K Street, N.W.
Suite 700
Washington, DC 20006-1871
Telephone 202.822.9611
Fax 202.822.0140
www.stradley.com
Michael W. Mundt
Admitted only in Virginia
Practice Limited to Federal Securities Law Matters
(202) 419-8403
mmundt@stradley.com
August 1, 2023
Filed via EDGAR
Mr. Asen Parachkevov
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Subject:
Grayscale Funds Trust (the “Registrant” or “Trust”)
(File Nos. 333-271770; 811-23876)
Dear Mr. Parachkevov:
On behalf of the Registrant, below are the Registrant’s responses to the comments you provided to Michael W. Mundt and J. Stephen Feinour, Jr. of
Stradley Ronon Stevens & Young, LLP, with regard to the Registrant’s initial registration statement on Form N-1A (the “Registration Statement”) relating to the registration of the Registrant’s new series, Grayscale Global Bitcoin Composite ETF and
Grayscale Privacy ETF (each a “Fund” and, collectively, the “Funds”). The Registration Statement was filed with the U.S. Securities and Exchange Commission (“SEC”) on May 9, 2023, under Section 8 of the Investment Company Act of 1940, as amended (the
“1940 Act”), and Section 6 of the Securities Act of 1933, as amended (the “Securities Act”), and subsequently amended on May 17, 2023, with a Pre-Effective Amendment.
Below we have provided your comments (in bold) and the Registrant’s response to each comment. These responses will be
incorporated into a Pre-Effective Amendment to the Registrant’s Registration Statement filed pursuant to Rule 472 under the Securities Act. Capitalized terms not otherwise defined in this letter have the meanings assigned to the terms in the
Registration Statement.
1.
Comment:
We note that portions of the Registration Statement are incomplete. Please ensure that the fee table, expense examples, information
regarding sub-advisers, the distributor, portfolio managers, independent auditors and other service providers, the board of directions, seed financial statements, etc., are provided in an amendment. We may have additional comments on such
portions of the Registration Statement when you complete them in a pre-effective amendment, on disclosures made in response to this letter, on information supplied supplementally, or on exhibits added in any amendment.
Mr. Asen Parachkevov
U.S. Securities and Exchange Commission
August 1, 2023
Page 2
Response:
The fee table, expense examples and seed financial statements for each Fund will be completed in a later pre-effective amendment prior to effectiveness of
the Registration Statement. The information regarding the Trust’s board of trustees and service providers will also be included in the Registration Statement in a later pre-effective amendment prior to effectiveness.
2.
Comment:
The staff notes that each Fund is seeking to obtain some level of indirect exposure to digital assets:
a.
The prospectus of Grayscale Global Bitcoin Composite ETF states that the Fund will seek to track the performance (before fees and
expenses) of the Indxx Global Bitcoin Composite Index, an index that will include securities issued by exchange-traded products “that are listed on major non-US exchanges that hold or are backed by physical bitcoin (or that synthetically seek
to track the price of bitcoin, excluding futures based investments) and that meet certain asset and liquidity thresholds.”
b.
The prospectus of Grayscale Privacy ETF states that the Fund will track an index that “intends to allocate 10% to [a] Privacy-Preserving
Protocol sub-theme,” which “allocation” will consist entirely of securities of Grayscale Zcash Trust (ZCSH), an affiliate of the Adviser, that is “solely and passively” invested in Zcash (ZEC).
The staff notes that ETFs that currently seek to obtain significant investment exposure to Bitcoin invest in Bitcoin-based underlying
investments that trade on U.S.-regulated exchanges, such as the CME for bitcoin futures. In this connection, please explain supplementally why investments in foreign ETPs, ETNs and other pooled vehicles, as well ZCSH, would be appropriate for
investment by an ETF. In your response, please address the issues identified in the Staff Letter to ICI and SIFMA AMG: Engaging on Fund Innovation and Cryptocurrency-related Holdings (Jan. 18, 2018). Further, the bolded disclosure in the
Principal Investment Strategy section in the Grayscale Global Bitcoin Composite ETF prospectus states that the Fund may have “indirect exposure to digital assets.” Please inform the staff if the Fund intends to obtain “indirect exposure to
digital assets” other than Bitcoin and specify which digital assets.
Response:
The Registrant responds as follows:
a.
Grayscale Global Bitcoin Composite ETF
The Adviser believes the Bitcoin ETPs (as defined in the Registration Statement) in which the Fund may invest would satisfy the concerns expressed by the
staff with respect to valuation, liquidity, custody, arbitrage and potential manipulation and are appropriate for investment by an ETF. Specifically, to the extent such ETPs are regulated securities and trade on regulated foreign listing
exchanges, they have readily available intra- and end of day prices. Market makers and APs customarily compare the relative value of an ETF to the relative value of its portfolio holdings. For these Bitcoin ETPs, in addition to their
exchange-traded market values, the current values of their underlying instrument (whether physically held or synthetically traced), bitcoin, can be readily assessed. As a result, market makers and APs will be able to determine the current value
of all instruments involved that could factor into an assessment in support of an efficient market. Any deviations that are identified can then be arbitraged as they would be for ETFs listed on U.S. exchanges.
Mr. Asen Parachkevov
U.S. Securities and Exchange Commission
August 1, 2023
Page 3
In addition to demonstrating sufficient liquidity by virtue of being exchange-traded, for these Bitcoin ETPs, additional liquidity is available through
ETF-like creation, redemption and arbitrage processes as each is continuously offered. The industry and the SEC have come to understand that liquidity can be created in exchange-traded vehicles based on their underlying portfolio. Even if the
current liquidity of the bitcoin vehicles is questioned, additional shares can be created as the market demands. The Bitcoin ETPs may include certain bitcoin ETNs. While ETNs may not have the exact same open-ended mechanism for simultaneous
creation and redemption of shares, ETNs typically offer further issuance, purchase or sale of note certificates (or note shares) by the issuer to meet any excess demand in the secondary market. In practical terms, the result of this delivers a
similar result to the construct of the other Bitcoin ETPs in the proposed Grayscale Bitcoin Composite ETF in both the ability for the ETN to track the underlying reference asset as well as for added liquidity to exist beyond just “available
shares” shown on on-screen markets. Although there is a finite amount of bitcoin that can be created, bitcoin is the most liquid digital asset in the market. The SEC has placed the responsibility for liquidity determinations and oversight on
the investment adviser and board of trustees of registered investment companies. The Adviser believes that it and the board will have sufficient ability to meet such responsibilities.
With respect to the Grayscale Global Bitcoin Composite ETF itself, it will hold equity securities of the Bitcoin ETPs and not physical bitcoin. Such Bitcoin
ETP shares would be held by the Fund’s custodian through its sub-custody network. For the currently anticipated Bitcoin ETPs that hold physical bitcoin, each uses a U.S. based custodian for its bitcoin holdings that is subject to U.S.
regulatory oversight. Furthermore, the Bitcoin ETPs in which the Fund may invest trade on exchanges in countries which U.S. regulators have established cooperative information sharing arrangements to facilitate consultation and cooperation with
such foreign counterparts and mitigate any concerns regarding manipulation.
Finally, there is precedent for the staff permitting U.S. registered investment companies to invest in the same and similar Bitcoin ETPs in which the Fund
may invest. Like those U.S. registered investment companies, the Fund’s investments in Bitcoin ETPs will only represent part of the portfolio (in this case, approximately 40% at each quarterly reconstitution of the Index) with the majority of
the portfolio consisting of equity securities of publicly traded bitcoin mining companies. The Fund’s intent, consistent with the Index’s methodology and as described in the Fund’s principal investment strategies, is to gain exposure to a
composite of bitcoin related vehicles and mining companies, not any other digital assets.
For example, the chart below identifies the Bitcoin ETPs that the Fund is currently expected to invest in and additional information such as their listing
exchange, bitcoin custodian and other U.S. registered investment companies that have held or currently hold shares of such ETPs.
Mr. Asen Parachkevov
U.S. Securities and Exchange Commission
August 1, 2023
Page 4
Product
Offering
Exchange
Listing Country
Cooperative Arrangements with U.S. Regulators
Bitcoin Custodian
US RIC that holds/has held
Purpose Bitcoin ETF
Continuous
Toronto Stock Exchange
Canada
1. Enforcement Cooperation (January 7, 1988; September & October 2015)
2. Supervisory Cooperation (June 2010; September 2011; September & October 2015)
1. Coinbase Custody Trust Company
2. Gemini Trust Company
1. Amplify Transformational Data Sharing ETF
2. Bitcoin Strategy ProFund
3. VanEck Inflation Allocation ETF
3iQ Coinshares Bitcoin ETF
Continuous
Toronto Stock Exchange
Canada
1. Enforcement Cooperation (January 7, 1988; September & October 2015)
2. Supervisory Cooperation (June 2010; September 2011; September & October 2015)
1. Coinbase Custody Trust Company (with oversight from Canadian Tetra Trust)
1. Amplify Transformational Data Sharing ETF
BTCetc – Bitcoin Exchange Traded Crypto
Continuous
Frankfurt Stock Exchange
Germany
1. Enforcement Cooperation (November 22, 1993; March 24, 1994; October 17, 1997)
2. Supervisory Cooperation (April 26, 2007)
1. BitGo Trust Company (Based in Sioux Falls, SD, USA)
Bitcoin Tracker One
Continuous
NASDAQ OMX Stockholm
Sweden
1. Supervisory Cooperation (July 2013)
N/A – ETN with no physical bitcoin holdings
21Shares Bitcoin (ABTC) ETP
Continuous
SIX Swiss Exchange
Switzerland
1. Enforcement Cooperation (August 31, 1982; November 10, 1987; November 3, 1993)
2. Supervisory Cooperation (November 2009)
1. Coinbase Custody Trust Company
2. Copper Technologies (Switzerland) AG
Mr. Asen Parachkevov
U.S. Securities and Exchange Commission
August 1, 2023
Page 5
a.
Grayscale Privacy ETF
The Adviser believes the Grayscale Zcash Trust (ZCSH) to be an appropriate investment by the Fund or any other ETF for many of the same and similar
considerations articulated above for the Bitcoin ETPs.
Shares of ZCSH currently trade on the OTCQX. Although shares are offered through daily subscriptions when there is an open, periodic private placement with
an initial six month holding period, shares are subsequently unrestricted and can be resold in the secondary market. Of the over-the-counter U.S. markets, OTCQX has the highest qualification standard with requirements including, but not limited
to: complying with certain reporting standards, including SEC reporting standards which ZCSH complies with; having a transfer agent that participates in the “Transfer Agent Verified Share Program;” having annual audited financials by a PCAOB
auditor and unaudited interim financial reports prepared in accordance with GAAP; timely disclosure of material news; having a board of directors and an audit committee of the Sponsor; having sufficient market capitalization and public float to
not constitute as a penny stock; etc. Most importantly, companies qualifying for OTCQX must have priced quotes by a market maker on OTC Link, the SEC registered broker-dealer with an electronic inter-dealer quotation system that displays quotes
from broker-dealers for most OTC securities. As a result, ZCSH has readily available intra- and end of day prices that can be used by market participants to value its shares.
Due to the availability of daily market valuations of ZCSH and ZEC, market makers and APs will have the ability to support effective arbitrage. In addition
to ZCSH having a readily available market value, ZEC has also has a readily available market value and trades on U.S.-based exchanges such as Coinbase. As a result, market makers and APs will be able to determine the current value of the Fund’s
holdings, ZCSH and ZEC to make their assessments in support of an efficient market. In addition, only 10% of the Index will be allocated to the Privacy-Preserving Protocol sub-theme, which is currently represented by ZCSH, at each quarterly
Index reconstitution, with the remaining 90% of the Index represented by the equity securities of publicly traded companies determined by the Index methodology criteria to be relevant to the overall privacy theme. As previously noted, the SEC
has delegated responsibility to the Adviser and the Trust’s board for overseeing liquidity and the Adviser believes it and the board have the ability to do so effectively.
With respect to custody, the Fund will hold equity securities of ZCSH and not ZEC. Such ZCSH shares would be held by the Fund’s custodian. In addition,
similar to most of the aforementioned Bitcoin ETPs, Coinbase Custody Trust Company serves as custodian for ZCSH’s holdings of ZEC.
3.
Comment:
The Registration Statement states that each Fund is designed to track the performance (before fees and expenses) of an index. In your
response, please explain whether the index provider specifically developed the indices for the Funds and whether the Adviser, the Funds or any of their affiliates provided technical or other assistance to the index provider or otherwise had any
role with respect to the development of the two indices. Please confirm that the Adviser and the index provider are not affiliated. The staff may have additional comments.
With respect to Indxx Global Bitcoin Compo