UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
Investment Company Act File Number 811-22263
Exchange Traded Concepts Trust
(Exact name of registrant as specified in charter)
10900 Hefner Pointe Drive
Suite 400
Oklahoma City, OK 73120
(Address of principal executive offices) (Zip code)
J. Garrett Stevens
Exchange Traded Concepts Trust
10900 Hefner Pointe Drive
Suite 400
Oklahoma City, OK 73120
(Name and address of agent for service)
Copy to:
Christopher Menconi
Morgan, Lewis & Bockius LLP
1111 Pennsylvania Avenue NW
Washington, DC 20004
Registrants telephone number, including area code: 1-405-778-8377
Date of fiscal year end: March 31, 2022
Date of reporting period: March 31, 2022
Item 1. Reports to Stockholders.
The registrants schedules as of the close of the reporting period, as set forth in §§ 210.12-12 through 210.12-14 of Regulation S-X [17 CFR §§ 210-12.12-12.14], are attached hereto.
EXCHANGE TRADED CONCEPTS TRUST
Bitwise Crypto Industry Innovators ETF
Annual Report
March 31, 2022
Bitwise Crypto Industry Innovators ETF
Table of Contents
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The Fund files its complete schedule of holdings with the U.S. Securities and Exchange Commission (the Commission) for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT within sixty days after the end of the period. The Funds Form N-PORT reports are available on the Commissions website at http://www.sec.gov.
Exchange Traded Concepts, LLCs proxy voting policies and procedures are attached to the Funds Statement of Additional Information (the SAI). The SAI, as well as information relating to how the Fund voted proxies relating to the Funds securities during the most recent 12-month period ended June 30, is available without charge, upon request, by calling 1-833-365-2487, and on the Commissions website at https://www.sec.gov.
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Bitwise Crypto Industry Innovators ETF
Management Discussion of Fund Performance (Unaudited)
March 31, 2022
Dear Shareholders,
Thank you for your investment in the Bitwise Crypto Industry Innovators ETF (BITQ or the Fund). The information presented in this report relates to the operations of BITQ for the fiscal period May 11, 2021 (commencement of operations) through March 31, 2022.
The Fund seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of the Bitwise Crypto Innovators 30 Index (the Index). The Index was designed by Bitwise Index Services, LLC to measure the performance of companies involved in servicing the cryptocurrency markets, including crypto mining firms, crypto mining equipment suppliers, crypto financial services companies, or other financial institutions servicing primarily crypto-related clientele (i.e., the crypto ecosystem).
The direct listing of Coinbase, the leading U.S. crypto exchange, in April 2021 marked a coming-of-age moment for the crypto industry. Increased adoption, the development of new use cases, and a closer engagement with policymakers that might lead the way to more regulatory clarity fueled a record-breaking year for crypto assets and led to a 368.67% revenue growth in 2021 for the pure-play constituents of the Bitwise 30 Crypto Innovators Index, defined as the companies that derive more than 75% of their revenues or assets coming from crypto. On the flip side, a more hawkish stance from the Fed and other global central banks drove the prices of risk assets, including crypto assets, lower, therefore deteriorating future growth expectations and leading the Fund to deliver a performance of -29.80% between its inception on May 11, 2021, and March 31, 2022.
The market price for BITQ decreased 27.70% and the NAV decreased 27.85%, while the S&P 500® Index, a broad market index, gained 10.51% over the same period. The Funds Index returned negative 27.49%.
The Fund began trading on May 12, 2021 and had 7,225,000 shares outstanding as of March 31, 2022. We appreciate your investment in the Bitwise Crypto Industry Innovators ETF.
Sincerely,
J. Garrett Stevens,
Chief Executive Officer
Exchange Traded Concepts, LLC, Adviser to the Fund
1
Bitwise Crypto Industry Innovators ETF
Management Discussion of Fund Performance (Unaudited) (Continued)
March 31, 2022
About the Index: The Fund tracks the Index, which is designed to measure the performance of companies involved in servicing the cryptocurrency markets, including crypto mining firms, crypto mining equipment suppliers, crypto financial services companies, or other financial institutions servicing primarily crypto-related clientele (i.e., the crypto ecosystem). The Index consists of securities both U.S. and foreign issuers, including securities of issuers located in emerging market countries.
The Fund is designed to track, before fees and expenses, the total return performance of the Index.
The S&P 500® Index is a market-value weighted index consisting of 500 stocks chosen for market size, liquidity, and industry group representation, with each stocks weight in the S&P 500® Index proportionate to its market value.
This material represents an assessment of the market environment at a specific point in time and is not intended to be a forecast of future events, or a guarantee of future results. This information should not be relied upon by the reader as research or investment advice.
2
Bitwise Crypto Industry Innovators ETF
Management Discussion of Fund Performance (Unaudited) (Concluded)
March 31, 2022
Growth of a $10,000 Investment
(at Net Asset Value)
AVERAGE ANNUAL TOTAL RETURN FOR THE PERIOD ENDED MARCH 31, 2022 | ||||
Cumulative Inception to Date* | ||||
Net Asset Value | Market Price | |||
Bitwise Crypto Industry Innovators ETF |
(27.85)% | (27.70)% | ||
Bitwise Crypto Innovators 30 Index |
(27.49)% | (27.49)% | ||
S&P 500® Index |
10.51% | 10.51% |
* Fund commenced operations on May 11, 2021.
Unaudited
The performance data quoted herein represents past performance and the return and value of an investment in the Fund will fluctuate so that shares, when redeemed or sold in the market, may be worth more or less than their original cost. Past performance is no guarantee of future performance and should not be considered as a representation of the future results of the Fund. The Funds performance assumes the reinvestment of all dividends and all capital gains. Index returns assume reinvestment of dividends and, unlike the Funds returns, do not reflect any fees or expenses. If such fees and expenses were included in the index returns, the performance would have been lower. Please note that one cannot invest directly in an unmanaged index.
Investors should consider the investment objectives, risks, charges and expenses of the Fund carefully before investing. A prospectus, containing this and other information, is available at www.bitqetf.com. Investors should read the prospectus carefully before investing. There are risks associated with investing, including possible loss of principal.
Current performance may be lower or higher than the performance data shown above.
Performance data current to the most recent month-end is available at www.bitqetf.com.
There are no assurances that the Fund will meet its stated objectives.
The Funds holdings and allocations are subject to change and should not be considered recommendations to buy individual securities.
Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
See definition of S&P 500® Index in Management Discussion of Fund Performance.
3
Bitwise Crypto Industry Innovators ETF
Schedule of Investments
March 31, 2022
Sector Weightings (Unaudited)
Percentages based on total investments.
Description | Shares | Fair Value | ||||||
COMMON STOCK 99.8% |
||||||||
Consumer Discretionary 3.0% |
||||||||
MercadoLibre* |
1,484 | $ | 1,765,188 | |||||
Tesla* |
1,867 | 2,011,879 | ||||||
|
|
|||||||
3,777,067 | ||||||||
|
|
|||||||
Financials 36.3% |
||||||||
Bakkt Holdings* |
931,566 | 5,738,447 | ||||||
CME Group, Cl A |
6,427 | 1,528,726 | ||||||
Coinbase Global, Cl A* |
63,090 | 11,978,267 | ||||||
DBS Group Holdings |
65,471 | 1,733,348 | ||||||
Galaxy Digital Holdings* |
842,238 | 14,362,651 | ||||||
Interactive Brokers Group, Cl A |
26,704 | 1,760,061 | ||||||
Signature Bank NY |
5,136 | 1,507,365 | ||||||
Silvergate Capital, Cl A* |
44,416 | 6,687,717 | ||||||
|
|
|||||||
45,296,582 | ||||||||
|
|
|||||||
Information Technology 60.5% |
|
|||||||
Advanced Micro Devices* |
14,456 | 1,580,619 | ||||||
Argo Blockchain* |
2,436,489 | 2,306,564 | ||||||
Bit Digital* |
307,763 | 1,107,947 | ||||||
Bitfarms* |
899,408 | 3,391,547 | ||||||
Block, Cl A* |
14,707 | 1,994,269 | ||||||
Canaan ADR* |
948,590 | 5,150,844 | ||||||
Cleanspark* |
203,667 | 2,519,361 | ||||||
Core Scientific* |
727,777 | 5,989,605 | ||||||
Greenidge Generation Holdings* |
206,454 | 1,775,504 |
Description | Shares | Fair Value | ||||||
Information Technology (continued) |
|
|||||||
Hive Blockchain |
||||||||
Technologies* |
1,931,103 | $ | 4,112,513 | |||||
Hut 8 Mining* |
797,847 | 4,401,077 | ||||||
Iris Energy* |
238,003 | 3,729,507 | ||||||
Marathon Digital Holdings* |
206,018 | 5,758,203 | ||||||
Mawson Infrastructure |
||||||||
Group* |
233,962 | 1,195,546 | ||||||
MicroStrategy, Cl A* |
25,483 | 12,392,892 | ||||||
Northern Data* |
65,167 | 4,198,195 | ||||||
NVIDIA |
6,829 | 1,863,361 | ||||||
PayPal Holdings* |
15,684 | 1,813,855 | ||||||
Riot Blockchain* |
315,108 | 6,670,836 | ||||||
Voyager Digital* |
706,074 | 3,793,088 | ||||||
|
|
|||||||
75,745,333 | ||||||||
|
|
|||||||
Total Common Stock |
124,818,982 | |||||||
|
|
|||||||
Total Investments 99.8% |
$ | 124,818,982 | ||||||
|
|
Percentages are based on net assets of $125,049,825.
| More narrow industries are utilized for compliance purposes, whereas broad sectors are utilized for reporting purposes. |
* | Non-income producing security. |
ADR American Depositary Receipt
Cl Class
As of March 31, 2022, all of the Funds investments were considered Level 1, in accordance with the authoritative guidance under U.S. GAAP.
For the period ended March 31, 2022, there were no transfers in or out of Level 3.
The accompanying notes are an integral part of the financial statements.
4
Bitwise Crypto Industry Innovators ETF
Statement of Assets and Liabilities
March 31, 2022
Assets: |
||||
Investments at Cost |
$ | 141,445,446 | ||
Foreign Currency at Cost |
35,475 | |||
|
|
|||
Investments at Fair Value |
$ | 124,818,982 | ||
Cash and Cash Equivalents |
264,764 | |||
Foreign Currency at Value |
37,251 | |||
Receivable for Fund Shares Sold |
2,163,492 | |||
Segregated Cash Balance with Authorized Participant for Deposit Securities |
440,447 | |||
|
|
|||
Total Assets |
127,724,936 | |||
|
|
|||
Liabilities: |
||||
Collateral Payable Upon Return of Deposit Securities |
440,447 | |||
Payable for Investment Securities Purchased |
2,151,190 | |||
Advisory Fees Payable |
83,474 | |||
|
|
|||
Total Liabilities |
2,675,111 | |||
|
|
|||
Net Assets |
$ | 125,049,825 | ||
|
|
|||
Net Assets Consist of: |
||||
Paid-in Capital |
$ | 174,859,871 | ||
Total Accumulated Losses |
(49,810,046) | |||
|
|
|||
Net Assets |
$ | 125,049,825 | ||
|
|
|||
Outstanding Shares of Beneficial Interest |
7,225,000 | |||
|
|
|||
Net Asset Value, Offering and Redemption Price Per Share |
$ | 17.31 | ||
|
|
The accompanying notes are an integral part of the financial statements.
5
Bitwise Crypto Industry Innovators ETF
Statement of Operations
For the period ended March 31, 2022*
Investment Income: |
||||
Dividend Income |
$ | 98,592 | ||
Interest Income |
1,249 | |||
Less: Foreign Taxes Withheld |
(1,359) | |||
|
|
|||
Total Investment Income |
98,482 | |||
|
|
|||
Expenses: |
||||
Advisory Fees |
653,534 | |||
|
|
|||
Total Expenses |
653,534 | |||
|
|
|||
Net Investment Loss |
(555,052) | |||
|
|
|||
Net Realized Gain (Loss) on: |
||||
Investments(1) |
(21,801,451) | |||
Foreign Currency Transactions |
(112,790) | |||
Net Change in Unrealized Appreciation (Depreciation) on: |
||||
Investments |
(16,626,464) | |||
Foreign Currency Translations |
1,776 | |||
|
|
|||
Net Realized and Unrealized Loss on Investments |
(38,538,929) | |||
|
|
|||
Net Decrease in Net Assets Resulting from Operations |
$ | (39,093,981) | ||
|
|
* | Fund commenced operations on May 11, 2021. |
(1) | Includes realized gain as a result of in-kind transactions. (See Note 4 in Notes to Financial Statements.) |
The accompanying notes are an integral part of the financial statements.
6
Bitwise Crypto Industry Innovators ETF
Statement of Changes in Net Assets
Period Ended March 31, 2022* |
||||
Operations: |
||||
Net Investment Loss |
$ | (555,052) | ||
Net Realized Loss on Investments(1) and Foreign Currency Transactions |
(21,914,241) | |||
Net Change in Unrealized Depreciation on Investments and Foreign Currency Translations |
(16,624,688) | |||
|
|
|||
Net Decrease in Net Assets Resulting from Operations |
(39,093,981) | |||
|
|
|||
Distributions |
(3,850,328) | |||
Capital Share Transactions: |
||||
Issued |
203,106,930 | |||
Redeemed |
(35,112,796) | |||
|
|
|||
Increase in Net Assets from Capital Share Transactions |
167,994,134 | |||
|
|
|||
Total Increase in Net Assets |
125,049,825 | |||
|
|
|||
Net Assets: |
||||
Beginning of Period |
| |||
|
|
|||
End of Period |
$ | 125,049,825 | ||
|
|
|||
Share Transactions: |
||||
Issued |
9,025,000 | |||
Redeemed |
(1,800,000) | |||
|
|
|||
Net Increase in Shares Outstanding from Share Transactions |
7,225,000 | |||
|
|
* | Fund commenced operations on May 11, 2021. |
(1) | Includes realized gain as a result of in-kind transactions. (See Note 4 in Notes to Financial Statements.) |
Amount designated as are $0.
The accompanying notes are an integral part of the financial statements.
7
Bitwise Crypto Industry Innovators ETF
Financial Highlights
Selected Per Share Data & Ratios
For the Period Ended March 31, 2022
For a Share Outstanding Throughout the Period
Net Asset Value, Beginning of Period |
Net Investment Loss* |
Net Realized and Unrealized Loss on Investments |
Total from Operations |
Distributions from Net Investment Income |
Total Distributions |
Net Asset Value, End of Period |
Market Price, End of Period |
Total Return(1) |
Net Assets End of Period (000) |
Ratio of Expenses to Average Net Assets |
Ratio of Net Investment (Loss) to Average Net Assets |
Portfolio Turnover(3) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
2022 |
$ | 24.70 | $ | (0.14) | $ | (6.59) | $ | (6.73) | $ | (0.66) | $ | (0.66) | $ | 17.31 | $ | 17.34 | (27.85 | )% | $ | 125,050 | 0.85 | %(2) | (0.72 | )%(2) | 71 | % |
* | Per share data calculated using average shares method. |
| Commenced operations May 11, 2021. |
(1) | Total return is for the period indicated and has not been annualized for periods less than one year. Returns do not reflect the deduction of taxes the shareholder would pay on fund distributions or redemption of Fund shares. |
(2) | Annualized. |
(3) | Portfolio turnover rate is for the period indicated and periods of less than one year have not been annualized. Excludes effect of securities received or delivered from processing in-kind creations or redemptions. |
The accompanying notes are an integral part of the financial statements.
8
Bitwise Crypto Industry Innovators ETF
Notes to the Financial Statements
March 31, 2022
1. ORGANIZATION
Exchange Traded Concepts Trust (the Trust) is a Delaware statutory trust formed on July 17, 2009. The Trust is registered with the Commission under the Investment Company Act of 1940 (the 1940 Act) as an open-end management investment company with multiple investment portfolios. The financial statements herein are those of the Bitwise Crypto Industry Innovators ETF (the Fund). The Fund seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of the Bitwise Crypto Innovators 30 Index (the Index). Exchange Traded Concepts, LLC (the Adviser), an Oklahoma limited liability company, serves as the investment adviser for the Fund. The Fund commenced operations on May 11, 2021. Shares of the Fund are listed and traded on NYSE Arca, Inc. (the Exchange). The Fund is classified as non-diversified under the 1940 Act (see Non-Diversification Risk under Note 6).
Market prices for shares of the Fund may be different from their net asset value (NAV). The Fund issues and redeems shares on a continuous basis to certain institutional investors (typically market makers or other broker-dealers) at NAV only in large blocks of shares, typically of at least 25,000 shares, called Creation Units. Transactions for the Fund are generally conducted in exchange for the deposit or delivery of a portfolio of in-kind securities constituting a substantial replication, or a representation, of the securities included in the Index and a specified cash payment. Once created, shares trade in a secondary market at market prices that change throughout the day in share amounts less than a Creation Unit.
2. SIGNIFICANT ACCOUNTING POLICIES
The following significant accounting policies, which are consistently followed in the preparation of the financial statements of the Trust, are in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) for investment companies. The accompanying financial statements have been prepared in accordance with U.S. GAAP on the accrual basis of accounting. Management has reviewed Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 946, Financial Services Investment Companies (ASC 946), and concluded that the Fund meets the criteria of an investment company, and therefore, the Fund prepares its financial statements in accordance with investment company accounting as outlined in ASC 946.
Use of Estimates and Indemnifications The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates.
In the normal course of business, the Trust, on behalf of the Fund, enters into contracts that contain a variety of representations which provide general indemnifications. The Funds maximum exposure under these arrangements cannot be known; however, the Fund expects any risk of loss to be remote.
Security Valuation The Fund records its investments at fair value. Securities listed on a securities exchange, market or automated quotation system for which quotations are readily available (except for securities traded on NASDAQ), including securities traded over the counter, are valued at the last quoted sale price on the primary exchange or market (foreign or domestic) on which they are traded (or at approximately 4:00 pm Eastern Time if a securitys primary exchange is normally open at that time), or, if there is no such reported sale, at the most recent quoted bid price for long positions and at the most recent ask price for short positions. For securities traded on NASDAQ, the NASDAQ Official Closing Price will be used. If available, debt securities are priced based upon valuations provided by independent, third-party pricing agents. Such values generally reflect the last reported sales price if the security is actively traded. The third-party pricing agents may also value debt securities at an evaluated
9
Bitwise Crypto Industry Innovators ETF
Notes to the Financial Statements
March 31, 2022 (Continued)
2. SIGNIFICANT ACCOUNTING POLICIES (continued)
bid price by employing methodologies that utilize actual market transactions, broker-supplied valuations, or other methodologies designed to identify the fair value for such securities. Debt obligations with remaining maturities of sixty days or less when acquired will be valued at their market value. If a market value is not available from a pricing vendor or from an independent broker, the security shall be fair valued according to the Trusts fair value procedures. Prices for most securities held in the Fund are provided daily by recognized independent pricing agents. If a security price cannot be obtained from an independent, third-party pricing agent, the Fund seeks to obtain a bid price from at least one independent broker.
Securities for which market prices are not readily available are valued in accordance with fair value procedures established by the Board of Trustees (the Board). The Funds fair value procedures are implemented through a Fair Value Committee (the Committee) designated by the Board. Some of the more common reasons that may necessitate that a security be valued using fair value procedures include: the securitys trading has been halted or suspended; the security has been de-listed from a national exchange; the securitys primary trading market is temporarily closed at a time, when under normal conditions, it would be open; the security has not been traded for an extended period of time; the securitys primary pricing source is not able or willing to provide a price; or trading of the security is subject to local government-imposed restrictions. In addition, the Fund may fair value its securities if an event that may materially affect the value of the Funds securities that traded outside of the United States (a Significant Event) has occurred between the time of the securitys last close and the time that the Fund calculates its net asset value. A Significant Event may relate to a single issuer or to an entire market sector. Events that may be Significant Events include, but are not limited to: government actions, natural disasters, armed conflict, acts of terrorism and significant market fluctuations. If the Adviser becomes aware of a Significant Event that has occurred with respect to a security or group of securities after the closing of the exchange or market on which the security or securities principally trade, but before the time at which the Fund calculates its net asset value, it may request that a Committee meeting be called. When a security is valued in accordance with the fair value procedures, the Committee will determine the value after taking into consideration relevant information reasonably available to the Committee.
In accordance with the authoritative guidance on fair value measurements and disclosure under U.S. GAAP, the Fund discloses fair value of its investments in a hierarchy that prioritizes the inputs to valuation techniques used to measure the fair value. The objective of a fair value measurement is to determine the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). Accordingly, the fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:
| Level 1 Unadjusted quoted prices in active markets for identical, unrestricted assets or liabilities that the Fund has the ability to access at the measurement date; |
| Level 2 Quoted prices which are not active, or inputs that are observable (either directly or indirectly) for substantially the full term of the asset or liability; and |
| Level 3 Prices, inputs or exotic modeling techniques which are both significant to the fair value measurement and unobservable (supported by little or no market activity). |
The valuation techniques used by the Fund to measure fair value during the period ended March 31, 2022 maximized the use of observable inputs and minimized the use of unobservable inputs.
10
Bitwise Crypto Industry Innovators ETF
Notes to the Financial Statements
March 31, 2022 (Continued)
2. SIGNIFICANT ACCOUNTING POLICIES (continued)
For the period ended March 31, 2022, there have been no significant changes to the Funds fair valuation methodologies.
Federal Income Taxes It is the Funds intention to qualify as a regulated investment company for federal income tax purposes by complying with the appropriate provisions of Subchapter M of the Internal Revenue Code of 1986, as amended. Accordingly, no provisions for Federal income taxes have been made in the financial statements.
The Funds policy is to classify interest and penalties associated with underpayment of Federal and state income taxes, if any, as income tax expense on its Statement of Operations. As of March 31, 2022, the Fund did not have any interest or penalties associated with the underpayment of any income taxes. Current tax year remains open and subject to examination by tax jurisdictions. The Fund has reviewed all major jurisdictions and concluded that there is no impact on the Funds net assets and no tax liability resulting from unrecognized tax benefits relating to uncertain income tax positions taken or expected to be taken on its tax returns.
Foreign Taxes The Fund may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on either income or gains earned or repatriated. The Fund accrues and applies such taxes to net investment income, net realized gains and net unrealized gains as income and/or capital gains earned.
Security Transactions and Investment Income Security transactions are accounted for on trade date. Costs used in determining realized gains and losses on the sale of investment securities are based on specific identification. Dividend income is recorded on the ex-dividend date. Interest income is recognized on the accrual basis. Withholding taxes on foreign dividends, if any, have been provided for in accordance with the Funds understanding of the applicable countrys tax rules and rates.
Foreign Currency Translation The books and records of the Fund are maintained in U.S. dollars. Investment securities and other assets and liabilities denominated in a foreign currency are translated into U.S. dollars on the date of valuation. Purchases and sales of investment securities, income and expenses are translated into U.S. dollars at the relevant rates of exchange prevailing on the respective dates of such transactions. The Fund does not isolate that portion of realized or unrealized gains and losses resulting from changes in the foreign exchange rate from fluctuations arising from changes in the market prices of the securities. These gains and losses are included in net realized and unrealized gains and losses on investments on the Statement of Operations. Net realized and unrealized gains and losses on foreign currency transactions represent net foreign exchange gains or losses from foreign currency exchange contracts, disposition of foreign currencies, currency gains or losses realized between trade and settlement dates on securities transactions and the difference between the amount of the investment income and foreign withholding taxes recorded on the Funds books and the U.S. dollar equivalent amounts actually received or paid. The Fund may be subject to foreign taxes related to foreign income received, capital gain on the sale of securities and certain foreign currency transactions (a portion of which may be reclaimable). All foreign taxes are recorded in accordance with the applicable regulations and rates that exist in the foreign jurisdictions in which the Fund invests.
Dividends and Distributions to Shareholders The Fund pays out dividends from its net investment income and distributes its net capital gains, if any, to investors at least annually. All distributions are recorded on ex-dividend date.
Creation Units The Fund issues and redeems shares on a continuous basis at NAV and only in large blocks of at least 25,000 shares (each block of shares for the Fund is called a Creation Unit or multiples thereof). Purchasers of Creation Units (Authorized Participants) at NAV must pay a standard creation transaction fee of $250 per transaction. An Authorized Participant who holds Creation Units and wishes to redeem at NAV would also pay a standard redemption transaction fee of $250 per transaction. In addition to the fixed creation or redemption
11
Bitwise Crypto Industry Innovators ETF
Notes to the Financial Statements
March 31, 2022 (Continued)
2. SIGNIFICANT ACCOUNTING POLICIES (continued)
transaction fee, an additional creation transaction fee may be charged. The Adviser may retain all or portion of the transaction fee to the extent the Adviser bears the expenses that otherwise would be borne by the Trust in connection with the purchase or redemption of a Creation Unit, which the transaction fee is designed to cover.
Except when aggregated in Creation Units, shares are not redeemable securities of the Fund. Shares of the Fund may only be purchased or redeemed by certain Authorized Participants. An Authorized Participant is either (i) a broker-dealer or other participant in the clearing process through the Continuous Net Settlement System of the National Securities Clearing Corporation or (ii) a Depository Trust Company (DTC) participant and, in each case, must have executed an Authorized Participant Agreement with the Funds distributor. Most retail investors will not qualify as Authorized Participants or have the resources to buy and sell whole Creation Units. Therefore, they will be unable to purchase or redeem the shares directly from the Fund. Rather, most retail investors will purchase shares in the secondary market with the assistance of a broker and will be subject to customary brokerage commissions or fees.
The following table discloses the Creation Unit breakdown based on the NAV as of March 31, 2022:
Creation Unit Shares |
Creation Transaction Fee |
Value | Redemption Transaction Fee | |||||||||||||||
25,000 | $ | 250 | $ | 432,750 | $ | 250 |
To the extent the Fund permits the contribution of securities in exchange for the purchase of shares (contribution in-kind), shares may be issued in advance of receipt by the Fund at all or a portion of the applicable deposit securities. In these circumstances, the Fund may require the Authorized Participant to maintain with the Trust an amount of 115% of the daily mark-to-market of the missing deposit securities. Amounts are disclosed as Segregated Cash Balance with Authorized Participants for Deposit Security and Collateral Payable upon Return of Deposit Securities on the Statement of Assets and Liabilities, when applicable.
3. SERVICE PROVIDERS
Investment Advisory Agreement
The Adviser is an Oklahoma limited liability company located at 10900 Hefner Pointe Drive, Suite 400, Oklahoma City, Oklahoma 73120, its principle place of business, and 295 Madison Avenue, New York, New York 10017. The Adviser serves as investment adviser to the Trust, including the Fund, pursuant to an investment advisory agreement (Advisory Agreement). Under the Advisory Agreement, the Adviser provides investment advisory services to the Fund. The Adviser is responsible for the day-to-day management of the Fund, including, among other things, implementing changes to the Funds portfolio in connection with any rebalancing or reconstitution of the Index, trading portfolio securities on behalf of the Fund, and selecting broker-dealers to execute purchase and sale transactions, subject to the supervision of the Board. The Adviser also arranges for transfer agency, custody, fund administration and accounting, and other non-distribution related services necessary for the Fund to operate. The Adviser administers the Funds business affairs, provides office facilities and equipment and certain clerical, bookkeeping and administrative services, and provides its officers and employees to serve as officers or Trustees of the Trust.
For the services it provides to the Fund, the Fund pays the Adviser a fee, which is calculated daily and paid monthly, at an annual rate of 0.85% of the average daily net assets of the Fund.
12
Bitwise Crypto Industry Innovators ETF
Notes to the Financial Statements
March 31, 2022 (Continued)
3. SERVICE PROVIDERS (continued)
Under the Advisory Agreement, the Adviser has agreed to pay all expenses incurred by the Fund except for the advisory fee, interest, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, extraordinary expenses, and distribution fees and expenses paid by the Fund under any distribution plan adopted pursuant to Rule 12b-1 under the 1940 Act (Excluded Expenses).
The Adviser has entered into a license agreement with Bitwise Index Services, LLC, the Funds Index provider (the Index Sponsor) pursuant to which the Adviser and the Fund are permitted to use the Index. The Adviser is sub-licensing rights to the Index to the Fund at no charge. As part of an arrangement between the Index Sponsor and the Adviser, the Index Sponsor has agreed to assume the Advisers obligation to pay all expenses of the Fund (except Excluded Expenses) and, to the extent applicable, to pay the Adviser a minimum fee.
A Trustee and certain officers of the Trust are affiliated with the Adviser and receive no compensation from the Trust for serving as officers and/or Trustee.
Distribution Arrangement
SEI Investments Distribution Co. (the Distributor) serves as the Funds underwriter and distributor of shares pursuant to a Distribution Agreement. Under the Distribution Agreement, the Distributor, as agent, receives orders to purchase shares in Creation Units and transmits such orders to the Funds custodian and transfer agent.
The Distributor has no obligation to sell any specific quantity of Fund shares. The Distributor bears the following costs and expenses relating to the distribution of shares: (i) the expenses of maintaining its registration or qualification as a dealer or broker under federal or state laws; (ii) filing fees; and (iii) all other expenses incurred in connection with the distribution services that are not reimbursed by the Adviser, as contemplated in the Distribution Agreement. The Distributor does not maintain any secondary market in Fund shares.
The Fund has adopted a Distribution and Service Plan (the Plan) pursuant to Rule 12b-1 under the 1940 Act. In accordance with the Plan, the Fund is authorized to pay an amount up to 0.25% of its average daily net assets each year for certain distribution-related activities. For the period ended March 31, 2022, no fees were paid by the Fund under the Plan and the Plan will only be implemented with approval of the Board.
Administrator, Custodian and Transfer Agent
SEI Investments Global Funds Services (the Administrator) serves as the Funds Administrator pursuant to an Administration Agreement. Brown Brothers Harriman & Co. (the Custodian and Transfer Agent) serves as the Funds Custodian and Transfer Agent pursuant to a Custodian Agreement and Transfer Agency Services Agreement. The Adviser of the Fund pays these fees.
An officer of the Trust is affiliated with the Administrator and receives no compensation from the Trust for serving as an officer.
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Bitwise Crypto Industry Innovators ETF
Notes to the Financial Statements
March 31, 2022 (Continued)
4. INVESTMENT TRANSACTIONS
For the period ended March 31, 2022*, the purchases and sales of investments in securities, excluding in-kind transactions, long-term U.S. Government and short-term securities were:
Purchases | Sales and Maturities |
|||||
$ | 64,339,542 | $ | 68,508,530 |
There were no purchases or sales of long-term U.S. Government securities by the Fund.
For the period ended March 31, 2022*, there were in-kind transactions associated with creations and redemptions:
Purchases | Sales | Net Realized Gain (Loss) |
||||||
$ 201,889,567 | $ | 34,481,764 | $ | 7,065,069 |
* | Fund commenced operations on May 11, 2021. |
5. TAX INFORMATION
The amount and character of income and capital gain distributions to be paid, if any, are determined in accordance with Federal income tax regulations, which may differ from U.S. GAAP. As a result, net investment income (loss) and net realized gain (loss) on investment transactions for a reporting period may differ significantly from distributions during such period. These book/tax differences may be temporary or permanent. To the extent these differences are permanent in nature, they are charged or credited to paid-in capital or distributable earnings (accumulated losses), as appropriate, in the period that the differences arise.
Accordingly, the following permanent differences primarily attributable to nondeductible expenses, net operating losses and redemptions in-kind have been reclassified within the components of net assets for the period ended March 31, 2022:
Distributable Earnings/ (Accumulated Losses) |
Paid-in Capital |
|||||||
Bitwise Crypto Industry Innovators ETF |
$ | (6,865,737) | $ | 6,865,737 |
During the period ended March 31, 2022, the Bitwise Crypto Industry Innovators ETF realized $7,065,069 of net capital gains resulting from in-kind redemptions in which shareholders exchanged Fund shares for securities held by the Fund rather than cash. Because such gains are not taxable to the Fund, and are not distributed to shareholders, they have been reclassified from distributable earnings to paid-in-capital.
These reclassifications have no impact on net assets or net asset value per share.
The tax character of dividends and distributions paid during the period ended March 31, 2022 were as follows:
Ordinary Income |
Total Distributions |
|||||||
Bitwise Crypto Industry Innovators ETF 2022 |
$ | 3,850,328 | $ | 3,850,328 |
14
Bitwise Crypto Industry Innovators ETF
Notes to the Financial Statements
March 31, 2022 (Continued)
5. TAX INFORMATION (continued)
As of March 31, 2022, the components of Accumulated Losses on a tax basis were as follows:
Bitwise Crypto Industry Innovators ETF |
||||
Capital Loss Carryforwards |
$ | (951,629) | ||
Post-October Losses |
(14,844,566) | |||
Qualified Late-Year Losses |
(3,119,871) | |||
Unrealized Depreciation |
(30,893,979) | |||
Other Temporary Differences |
(1) | |||
|
|
|||
Total Accumulated Losses |
$ | (49,810,046) | ||
|
|
Post-October capital losses represent capital losses realized on investment transactions from November 1, 2021 through March 31, 2022, that, in accordance with Federal income tax regulations, the Fund may elect to defer and treat as having arisen in the following fiscal year.
The Fund may elect for any taxable year to treat any portion of its Post October Losses and Qualified Late Year Losses as arising on the first day of the next taxable year. Post-October capital losses represent capital losses realized on investment transactions from November 1, 2021 through March 31, 2022 and specified losses realized on investment transactions from November 1, 2021 through March 31, 2022.
The Fund is permitted to utilize capital losses that are carried forward and will retain their character as either short-term or long-term capital losses. As of March 31, 2022, the Fund has the following capital loss carryforwards to offset capital gains for an unlimited period:
Non-Expiring Short-Term |
Non-Expiring Long-Term |
Total Capital Loss Carryforward |
||||||||||
Bitwise Crypto Industry Innovators ETF |
$ | 951,629 | $ | | $ | 951,629 |
For Federal income tax purposes, the cost of securities owned at March 31, 2022 and the net realized gains or losses on securities sold for the period were different from amounts reported for financial reporting purposes primarily due to wash sales, which cannot be used for Federal income tax purposes in the current period and have been deferred for use in future years, as well as investments in passive foreign investment companies. The Federal tax cost and aggregate gross unrealized appreciation and depreciation on investments and foreign currency transactions held by the Funds at March 31, 2022, were as follows:
Federal Tax Cost |
Aggregated Gross Unrealized Appreciation |
Aggregated Gross Unrealized Depreciation |
Net Unrealized Depreciation |
|||||||||||
$ | 155,714,737 | $ | 2,552,725 | $ | (33,446,704) | $ | (30,893,979) |
6. RISKS OF INVESTING IN THE FUND
As with all exchange traded funds (ETFs), a shareholder of the Fund is subject to the risk that his or her investment could lose money. The Fund is subject to the principal risks noted below, any of which may adversely affect the Funds NAV, trading price, yield, total return and ability to meet its investment objective. Please refer to the Funds prospectus for a complete description of the principal risks of investing in the Fund.
China A-Shares Investment Risk. The liquidity of the A-shares market and trading prices of A-shares could be more severely affected than the liquidity and trading prices of other markets because the Chinese government restricts the flow of capital into and out of the A-shares market. The Fund may experience losses due to illiquidity of the
15
Bitwise Crypto Industry Innovators ETF
Notes to the Financial Statements
March 31, 2022 (Continued)
6. RISKS OF INVESTING IN THE FUND (continued)
Chinese securities markets or delay or disruption in execution or settlement of trades. The Funds investments in A-shares may become subject to frequent and widespread trading halts.
In addition, Stock Connect, which is a securities trading and clearing link between the Shanghai Stock Exchange, the Shenzhen Stock Exchange, and the Hong Kong Stock Exchange, only operates on days when the Chinese and Hong Kong stock markets are each open for trading and when banks in each market are open on the corresponding settlement days. The Fund may purchase and sell A-shares through Stock Connect only on days when Stock Connect and U.S. markets are open for trading. Therefore, if it is a normal trading day for the Chinese market but Hong Kong and/or U.S. markets are closed, the Fund will not be able to trade any A-shares. The Fund may be subject to the risk of price fluctuations in A-shares on such days. The Fund is also subject to the risk that it will not be able to buy or sell A-shares in a timely manner on days when the U.S. markets are open but Stock Connect is not.
An investment in A-shares subjects the Fund to the risks associated with investing in Chinese issuers. Chinese issuers may be subject to inconsistent and potentially less stringent accounting, auditing, financial reporting and investor protection standards than U.S. issuers. There may be less publicly available and reliable information about Chinese issuers than U.S. issuers. In addition, international trade tensions may arise from time to time which can result in trade tariffs, embargoes, trade limitations, trade wars and other negative consequences. These consequences may trigger a reduction in international trade, the oversupply of certain manufactured goods, substantial price reductions of goods and possible failure of individual companies and/or large segments of Chinas export industry, which could result in adverse impact on the Chinese economy and the Chinese issuers of A-shares in which the Fund invests.
Common Stock Risk. Common stock holds the lowest priority in the capital structure of a company and, therefore, takes the largest share of the companys risk and its accompanying volatility. The value of the common stock held by the Fund may fall due to general market and economic conditions, perceptions regarding the industries in which the issuers of securities held by the Fund participate, or facts relating to specific companies in which the Fund invests.
Crypto Asset Risk. Certain of the Funds investments may be subject to the risks associated with investing in crypto assets, including cryptocurrencies and crypto tokens. Such companies may be subject to the risk that the technology that facilitates the transfer of a cryptocurrency could fail or be affected by connectivity disruptions, fraud, or cyber attacks; that because crypto assets are a new technological innovation with a limited history, they are highly speculative assets; that future regulatory actions or policies may limit the ability to sell, exchange or use a crypto asset; that the price of a crypto asset may be impacted by the transactions of a small number of holders of such crypto asset; and that a crypto asset will decline in popularity, acceptance or use, thereby impairing its price.
Crypto Innovators Risk. The technology relating to crypto assets is new and developing. Companies that use crypto asset technology operate both directly in employing the technology, and by providing infrastructure, solutions and transactional markets for the crypto ecosystem. Currently, there are a limited number of publicly listed or quoted companies for which crypto asset technology represents an attributable and significant revenue stream and, as a result, the Index may include companies that only have indirect involvement in the crypto ecosystem. The use of crypto asset technology may not expand to a larger number of public companies due to friction relating to adoption or the failure of the technologies to realize economic incentives for their use.
An investment in companies actively engaged in crypto asset technology may be subject to the following risks:
| Crypto asset technology is new and many of its uses may be untested. |
| The companies may not capitalize on crypto asset technology innovation or may be unable to develop uses or applications for such technologies. |
16
Bitwise Crypto Industry Innovators ETF
Notes to the Financial Statements
March 31, 2022 (Continued)
6. RISKS OF INVESTING IN THE FUND (continued)
| Some of the companies in which the Fund will invest are engaged in other lines of business unrelated to the crypto ecosystem and these lines of business could adversely affect their operating results. The operating results of these companies may fluctuate as a result of these additional risks and events in the other lines of business. |
| Use of crypto asset technology requires public private key cryptography, which may expose a user to losses relating to theft, loss, or destruction and which exposes companies using such technology to enhanced cybersecurity risks. |
| Competing crypto asset technologies may be developed that compete with the technologies selected by a company. |
| Although much of the crypto ecosystem relies on open source development and licensing, companies using crypto asset technology may be subject to conflicting intellectual property claims or licenses that limits the use of a selected crypto asset technology. |
| Crypto asset markets are relatively nascent, are not regulated in a manner similar to U.S. equities markets, have variable liquidity and may be subject to manipulation. |
| Crypto asset systems, including those built using third party products, may be subject to technical defects or vulnerabilities, and such defects or vulnerabilities may not be capable of being cured. |
Currency Exchange Rate Risk. To the extent the Fund invests in securities denominated in non U.S. currencies, changes in currency exchange rates and the relative value of non U.S. currencies will affect the value of the Funds investment and the value of your shares. Because the Funds net asset value (NAV) is determined in U.S. dollars, the Funds NAV could decline if the currency of the non U.S. market in which the Fund invests depreciates against the U.S. dollar, even if the value of the Funds holdings, measured in the foreign currency, increases. Currency exchange rates can be very volatile and can change quickly and unpredictably. As a result, the value of an investment in the Fund may change quickly and without warning and you may lose money.
Cyber Security Risk. The Fund is susceptible to operational risks through breaches in cyber security. Such events may cause the Fund to lose proprietary information, suffer data corruption or lose operational capacity and could cause the Fund to incur regulatory penalties, reputational damage, additional compliance costs associated with corrective measures and/or financial loss. In addition, cyber security breaches of the securities issuers or the Funds third-party service providers can also subject the Fund to many of the same risks associated with direct cyber security breaches. Although the Fund has established risk management systems designed to reduce the risks associated with cyber security, there is no guarantee that such efforts will succeed.
Depositary Receipt Risk. Depositary receipts such as ADRs and GDRs are subject to the risks associated with investing directly in foreign securities. In addition, investments in depositary receipts may be less liquid than the underlying shares in their primary trading market.
Early Close/Trading Halt Risk. An exchange or market may close or issue trading halts on specific securities, or the ability to buy or sell certain securities or financial instruments may be restricted, which may result in the Fund being unable to buy or sell certain securities or financial instruments. In such circumstances, the Fund may be unable to rebalance its portfolio, may be unable to accurately price its investments, and/or may incur substantial trading losses.
Emerging Markets Securities Risk. Emerging markets are subject to greater market volatility, lower trading volume, political and economic instability, uncertainty regarding the existence of trading markets and more governmental limitations on foreign investment than more developed markets. In addition, securities in emerging markets
17
Bitwise Crypto Industry Innovators ETF
Notes to the Financial Statements
March 31, 2022 (Continued)
6. RISKS OF INVESTING IN THE FUND (continued)
may be subject to greater price fluctuations than securities in more developed markets. Differences in regulatory, accounting, auditing, and financial reporting and recordkeeping standards could impede the Sub-Advisers ability to evaluate local companies and impact the Funds performance. Investments in securities of issuers in emerging markets may also be exposed to risks related to a lack of liquidity, greater potential for market manipulation, issuers limited reliable access to capital, and foreign investment structures. Additionally, the Fund may have limited rights and remedies available to it to pursue claims against issuers in emerging markets.
Foreign Securities Risk. Investments in non-U.S. securities involve certain risks that may not be present with investments in U.S. securities. For example, investments in non-U.S. securities may be subject to risk of loss due to foreign currency fluctuations or to expropriation, nationalization or adverse political or economic developments. Foreign securities may have relatively low market liquidity and decreased publicly available information about issuers. Investments in non-U.S. securities also may be subject to withholding or other taxes and may be subject to additional trading, settlement, custodial, and operational risks. Non-U.S. issuers may also be subject to inconsistent and potentially less stringent accounting, auditing, financial reporting and investor protection standards than U.S. issuers. These and other factors can make investments in the Fund more volatile and potentially less liquid than other types of investments. In addition, where all or a portion of the Funds portfolio holdings trade in markets that are closed when the Funds market is open, there may be valuation differences that could lead to differences between the Funds market price and the value of the Funds portfolio holdings.
Geographic Investment Risk. To the extent the Fund invests a significant portion of its assets in the securities of companies of a single country or region, it is more likely to be impacted by events or conditions affecting that country or region.
Geopolitical Risk. Some countries and regions in which the Fund invests have experienced security concerns, war or threats of war and aggression, terrorism, economic uncertainty, natural and 7 environmental disasters and/or systemic market dislocations that have led, and in the future may lead, to increased short-term market volatility and may have adverse long-term effects on the U.S. and world economies and markets generally, each of which may negatively impact the Funds investments.
Index Tracking Risk. The Funds return may not match or achieve a high degree of correlation with the return of the Index. To the extent the Fund utilizes a sampling approach, it may experience tracking error to a greater extent than if the Fund sought to replicate the Index.
Industry Concentration Risk. Because the Funds assets will be concentrated in an industry or group of industries to the extent the Index concentrates in a particular industry or group of industries, the Fund is subject to loss due to adverse occurrences that may affect that industry or group of industries. As of March 31, 2022, the Index was concentrated in the software industry.
Software Industry Risk. The Fund currently expects to invest a significant portion of its assets in the software industry within the information technology sector, and therefore, the Funds performance could be negatively impacted by events affecting this industry. The software industry can be significantly affected by intense competition, aggressive pricing, technological innovations, and product obsolescence. Companies in the application software industry, in particular, may also be negatively affected by the decline or fluctuation of subscription renewal rates for their products and services, which may have an adverse effect on profit margins. Companies in the systems software industry may be adversely affected by, among other things, actual or perceived security vulnerabilities in their products and services, which may result in individual or class action lawsuits, state or federal enforcement actions and other remediation costs.
18
Bitwise Crypto Industry Innovators ETF
Notes to the Financial Statements
March 31, 2022 (Continued)
6. RISKS OF INVESTING IN THE FUND (continued)
IPO Risk. The market value of IPO shares will fluctuate considerably due to factors such as the absence of a prior public market, unseasoned trading, the small number of shares available for trading and limited information about the issuer. The purchase of IPO shares may involve high transaction costs.
Issuer-Specific Risk. Fund performance depends on the performance of individual securities to which the Fund has exposure. Issuer-specific events, including changes in the financial condition of an issuer, can have a negative impact on the value of the Fund.
Large Capitalization Risk. Returns on investments in securities of large companies could trail the returns on investments in securities of smaller and mid-sized companies. The securities of large-capitalization companies may also be relatively mature compared to smaller companies and therefore subject to slower growth during times of economic expansion. Large-capitalization companies may also be unable to respond quickly to new competitive challenges, such as changes in technology and consumer tastes.
Limited Authorized Participants, Market Makers and Liquidity Providers Risk. Because the Fund is an exchange-traded fund (ETF), only a limited number of institutional investors (known as Authorized Participants) are authorized to purchase and redeem shares directly from the Fund. In addition, there may be a limited number of market makers and/or liquidity providers in the marketplace. To the extent either of the following events occurs, the risk of which is higher during periods of market stress, shares of the Fund may trade at a material discount to NAV and possibly face delisting: (i) Authorized Participants exit the business or otherwise become unable to process creation and/or redemption orders and no other Authorized Participants step forward to perform these services, or (ii) market makers and/or liquidity providers exit the business or significantly reduce their business activities and no other entities step forward to perform their functions.
Market Risk. The market price of a security or instrument could decline, sometimes rapidly or unpredictably, due to general market conditions that are not specifically related to a particular company, such as real or perceived adverse economic or political conditions throughout the world, changes in the general outlook for corporate earnings, changes in interest or currency rates or adverse investor sentiment generally. Local, regional, or global events such as war, acts of terrorism, the spread of infectious illness or other public health issues, recessions, or other events could have a significant impact on the market generally and on specific securities. The market value of a security may also decline because of factors that affect a particular industry or industries, such as labor shortages or increased production costs and competitive conditions within an industry.
Methodology Risk. The Fund seeks to track the performance of stocks of companies selected using a Methodology developed by the Index Sponsor. No assurance can be given that companies selected according to the Methodology will outperform stocks of other companies. Moreover, there is no guarantee that the Methodology will generate or produce the intended results.
New/Smaller Fund Risk. A new or smaller fund is subject to the risk that its performance may not represent how the fund is expected to or may perform in the long term. In addition, new funds have limited operating histories for investors to evaluate and new and smaller funds may not attract sufficient assets to achieve investment and trading efficiencies. There can be no assurance that the Fund will achieve an economically viable size, in which case it could ultimately liquidate. The Fund may be liquidated by the Board without a shareholder vote. In a liquidation, shareholders of the Fund will receive an amount equal to the Funds NAV, after deducting the costs of liquidation, including the transaction costs of disposing of the Funds portfolio investments. Receipt of a liquidation distribution may have negative tax consequences for shareholders. Additionally, during the Funds liquidation all or a portion of the Funds portfolio may be invested in a manner not consistent with its investment objective and investment policies.
19
Bitwise Crypto Industry Innovators ETF
Notes to the Financial Statements
March 31, 2022 (Continued)
6. RISKS OF INVESTING IN THE FUND (continued)
Non-Diversification Risk. The Fund is a non-diversified investment company under the 1940 Act, meaning that, as compared to a diversified fund, it can invest a greater percentage of its assets in securities issued by or representing a small number of issuers. As a result, the performance of these issuers can have a substantial impact on the Funds performance.
Operational Risk. The Fund and its service providers may experience disruptions that arise from human error, processing and communications errors, counterparty or third-party errors, technology or systems failures, any of which may have an adverse impact on the Fund.
Passive Investment Risk. The Fund is not actively managed and, therefore, the Fund would not sell a security due to current or projected underperformance of the security, industry or sector, unless that security is removed from the Index or selling the security is otherwise required upon a rebalancing of the Index.
Sector Focus Risk. The Fund may invest a significant portion of its assets in one or more sectors and thus will be more susceptible to the risks affecting those sectors. While the Funds sector exposure is expected to vary over time based on the composition of the Index, the Fund anticipates that it may be subject to some or all of the risks described below. The list below is not a comprehensive list of the sectors to which the Fund may have exposure over time and should not be relied on as such.
Financials Sector Risk. Financial services companies are subject to extensive governmental regulation, which may limit both the amounts and types of loans and other financial commitments they can make, the interest rates and fees they can charge, the scope of their activities, the prices they can charge and the amount of capital they must maintain. Profitability is largely dependent on the availability and cost of capital funds and can fluctuate significantly when interest rates change or due to increased competition. In addition, deterioration of the credit markets generally may cause an adverse impact in a broad range of markets, including U.S. and international credit and interbank money markets generally, thereby affecting a wide range of financial institutions and markets.
Information Technology Sector Risk. The Fund is subject to the risk that market or economic factors impacting technology companies and companies that rely heavily on technology advances could have a major effect on the value of the Funds investments. The value of stocks of technology companies and companies that rely heavily on technology is particularly vulnerable to rapid changes in technology product cycles, rapid product obsolescence, the loss of patent, copyright and trademark protections, government regulation and competition, both domestically and internationally, including competition from foreign competitors with lower production costs. Information technology companies may also be smaller and less experienced companies, with limited product lines, markets or financial resources and fewer experienced management or marketing personnel. Information technology company stocks, especially those which are Internet related, have experienced extreme price and volume fluctuations that are often unrelated to their operating performance.
Small- and Mid-Capitalization Risk. The small- and mid-capitalization companies in which the Fund invests may be more vulnerable to adverse business or economic events than larger, more established companies, and may underperform other segments of the market or the equity market as a whole. Securities of small- and mid-capitalization companies generally trade in lower volumes, are often more vulnerable to market volatility, and are subject to greater and more unpredictable price changes than larger capitalization stocks or the stock market as a whole.
Trading Risk. Shares of the Fund may trade on the Exchange above (premium) or below (discount) their NAV. The NAV of shares of the Fund will fluctuate with changes in the market value of the Funds holdings. The market prices of the Funds shares will fluctuate continuously throughout trading hours based on market supply and demand and may deviate significantly from the value of the Funds holdings, particularly in times of market stress, with the result that investors may pay more or receive less than the underlying value of the Fund shares bought
20
Bitwise Crypto Industry Innovators ETF
Notes to the Financial Statements
March 31, 2022 (Concluded)
6. RISKS OF INVESTING IN THE FUND (continued)
or sold. When buying or selling shares in the secondary market, you may incur costs attributable to the difference between the highest price a buyer is willing to pay to purchase shares of the Fund (bid) and the lowest price a seller is willing to accept for shares of the Fund (ask), which is known as the bid-ask spread. In addition, although the Funds shares are currently listed on the Exchange, there can be no assurance that an active trading market for shares will develop or be maintained. Trading in Fund shares may be halted due to market conditions or for reasons that, in the view of the Exchange, make trading in shares of the Fund inadvisable. In stressed market conditions, the market for the Funds shares may become less liquid in response to deteriorating liquidity in the markets for the Funds underlying portfolio holdings. In such circumstances, the Funds shares could trade at a premium or discount to their NAV.
7. RECENT MARKET EVENTS
The spread of COVID-19 around the world has caused significant volatility in U.S. and international markets. There is significant uncertainty around the breadth and duration of business disruptions related to the COVID-19 pandemic, as well as its impact on the U.S. and international economies. The operational and financial performance of the issuers of securities in which the Fund invests depends on future developments, including the duration and spread of the outbreak, and such developments may in turn impact the value of the Funds investments. The ultimate impact of the pandemic on the financial performance of the Funds investments is not reasonably able to be approximated at this time.
On February 24, 2022, Russia engaged in military actions in the sovereign territory of Ukraine. The current political and financial uncertainty surrounding Russia and Ukraine may increase market volatility and the economic risk of investing in securities in these countries and may also cause uncertainty for the global economy and broader financial markets. The ultimate fallout and long-term impact from these events are not known.
8. OTHER
At March 31, 2022, the records of the Trust reflected that 100% of the Funds total shares outstanding was held by 5 Authorized Participant in the form of Creation Units. However, the individual shares comprising such Creation Units are listed and traded on the NYSE Arca, Inc. and have been purchased and sold by persons other than Authorized Participants.
9. SUBSEQUENT EVENTS
The Fund has evaluated the need for additional disclosures and/or adjustments resulting from subsequent events through the date the financial statements were issued. Based on this evaluation, no additional disclosures and/or adjustments were required to the financial statements.
21
Bitwise Crypto Industry Innovators ETF
Report of Independent Registered Public Accounting Firm
To the Shareholders of Bitwise Crypto Industry Innovators ETF and
Board of Trustees of Exchange Traded Concepts Trust
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Bitwise Crypto Industry Innovators ETF (the Fund), a series of Exchange Traded Concepts Trust, as of March 31, 2022, the related statements of operations and changes in net assets, the related notes, and the financial highlights for the period from May 11, 2021 (commencement of operations) through March 31, 2022 (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 March 31, 2022, results of its operations, changes in net assets, and financial highlights for the period from May 11, 2021 (commencement of operations) through March 31, 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 Funds management. Our responsibility is to express an opinion on the Funds 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.
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 procedures included confirmation of securities owned as of March 31, 2022, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. 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.
We have served as the auditor of one or more investment companies advised by Exchange Traded Concepts, LLC since 2012.
COHEN & COMPANY, LTD.
Cleveland, Ohio
May 27, 2022
C O H E N & C O M P A N Y, L T D.
800.229.1099 | 866.818.4538 fax | cohencpa.com
Registered with the Public Company Accounting Oversight Board
22
Bitwise Crypto Industry Innovators ETF
Review of Liquidity Risk Management Program
Pursuant to Rule 22e-4 under the Investment Company Act of 1940, the Trust, on behalf of the series of the Trust covered by this shareholder report (the Fund), has adopted a liquidity risk management program to govern the Trusts approach to managing liquidity risk. Rule 22e-4 seeks to promote effective liquidity risk management, thereby reducing the risk that the Fund will be unable to meet its redemption obligations and mitigating dilution of the interests of its shareholders. The Trusts liquidity risk management program (the Program), which adopts the liquidity risk management policies and procedures of Exchange Traded Concepts, LLC, the Trusts investment adviser (the Adviser), is tailored to reflect the Funds particular risks, but not to eliminate all adverse impacts of liquidity risk, which would be incompatible with the nature of the Fund.
The Adviser, which is the administrator of the Program, has formed a Liquidity Risk Working Group (LRWG) consisting of certain individuals from the Advisers portfolio management, capital markets and compliance teams. The LRWG is responsible for conducting an initial assessment of the liquidity risk of the Fund and to manage the liquidity risk of the Fund on an ongoing basis. Meetings of the LRWG are held no less than monthly.
At the February 2022 meeting of the Board of Trustees of the Trust, the Trustees received a report pertaining to the operation, adequacy, and effectiveness of implementation of the Program for the period ended December 31, 2021. The report concluded that the Program is adequately designed to assess and manage the Funds liquidity risk and has been effectively implemented. The report reflected that no material changes have been made to the Program since its implementation.
There can be no assurance that the Program will achieve its objectives in the future. Please refer to the Funds prospectus for more information regarding the Funds exposure to liquidity risk and other principal risks to which an investment in the Fund may be subject.
23
Bitwise Crypto Industry Innovators ETF
Trustees and Officers of the Trust
Set forth below is information about the Trustees of the Trust. The address of each Trustee of the Fund is c/o Exchange Traded Concepts Trust, 10900 Hefner Pointe Drive, Suite 400, Oklahoma City, Oklahoma 73120. The Funds Statement of Additional Information (SAI) includes additional information about the Trustees. The SAI may be obtained without charge by calling 855-456-BITQ.
Name and Year of Birth |
Position(s) Held with the Trust |
Term of Office and Length of Time Served(1) |
Principal Occupation(s) During Past 5 Years |
Number of Portfolios in Fund Complex |
Other Directorships Held by Trustee During Past 5 Years | |||||
Interested Trustee | ||||||||||
J. Garrett Stevens (1979) |
Trustee and President | Trustee (Since 2009); President (Since 2011) | Investment Adviser/Vice President, T.S. Phillips Investments, Inc. (since 2000); Chief Executive Officer, Exchange Traded Concepts, LLC (since 2009); President, Exchange Traded Concepts Trust (since 2011); President, Exchange Listed Funds Trust (since 2012).
|
21 | Trustee, ETF Series Solutions (2012 to 2014) | |||||
Independent Trustees | ||||||||||
Timothy Jacoby (1952) |
Trustee | Since 2014 | Senior Partner, Deloitte & Touche LLP, Private Equity/Hedge Fund/Mutual Fund Services Practice (2000 2014). | 40 | Independent Trustee Bridge Builder Trust (15 Funds) (since 2022); Independent Trustee, Edward Jones Money Market Fund (since 2017); Audit Committee Chair, Perth Mint Physical Gold ETF (2018 to 2020); Independent Trustee, Source ETF Trust (2014 to 2015).
| |||||
Linda Petrone (1962) |
Trustee | Since 2019 | Founding Partner, Sage Search Advisors (since 2012).
|
40 | None. | |||||
Stuart Strauss(3) (1953) |
Trustee | Since 2021 | Partner, Dechert, LLP (2009 2020). | 40 | None. | |||||
Mark Zurack (1957) |
Trustee | Since 2011 | Professor, Columbia Business School (since 2002). | 21 | Independent Trustee, AQR Funds (35 portfolios) (since 2014); Independent Trustee, Excha nge Listed Funds Trust (2019); Independent Trustee, Source ETF Trust, (2014 to 2015).
|
(1) | Each Trustee shall serve during the continued life of the Trust until he or she dies, resigns, is declared bankrupt or incompetent by a court of competent jurisdiction, or is removed. |
(2) | The Fund complex includes each series of the Trust and of Exchange Listed Funds Trust. |
24
Bitwise Crypto Industry Innovators ETF
Trustees and Officers of the Trust
March 31, 2022 (Concluded)
Set forth below is information about each of the persons currently serving as officers of the Trust. The address of J. Garrett Stevens, Richard Hogan, James J. Baker, and Matthew Fleischer is c/o Exchange Traded Concepts Trust, 10900 Hefner Pointe Drive, Suite 400, Oklahoma City, Oklahoma 73120; the address of Eric Olsen is SEI Investments Company, One Freedom Valley Drive, Oaks, Pennsylvania 19456.
Name and Year of Birth | Position(s) Held with the Trust |
Term of Office and Length of Time Served(1) |
Principal Occupation(s) During Past 5 Years | |||
Officers |
||||||
J. Garrett Stevens (1979) |
Trustee and President | Trustee (Since 2009); President (Since 2011) |
Investment Adviser/Vice President, T.S. Phillips Investments, Inc. (since 2000); Chief Executive Officer, Exchange Traded Concepts, LLC (since 2009); President, Exchange Listed Funds Trust (since 2012). | |||
Richard Hogan (1961) |
Secretary | Since 2011 | President, Exchange Traded Concepts, LLC (since 2011); Private Investor (since 2003); Trustee and Secretary, Exchange Listed Funds Trust (since 2012); Board Member, Peconic Land Trust (2012 to 2016); Managing Member, Yorkville ETF Advisors (2011 to 2016). | |||
James J. Baker Jr. (1951) |
Treasurer | Since 2015 | Managing Partner, Exchange Traded Concepts, LLC (since 2011); Managing Partner, Yorkville ETF Advisors (2012 to 2016); Vice President, Goldman Sachs (2000 to 2011). | |||
Eric Olsen (1970) |
Assistant Treasurer | Since 2021 | Director, Fund Accounting, SEI Investments Global Funds Services, 2021 to present; Deputy Head of Fund Operations, Traditional Assets, Aberdeen Standard Investments, 2013-2021. | |||
Matthew B. Fleischer (1983) |
Chief Compliance Officer | Since 2021 | Associate Counsel, Ameriprise Financial, Columbia Threadneedle Funds (2015 to 2017); Vice President, Compliance, Goldman Sachs Group, Inc., Goldman Sachs Asset Management Funds (2017 to 2021); Chief Compliance Officer, Exchange Traded Concepts, LLC (since 2021); Chief Compliance Officer, Exchange Listed Funds Trust (since 2021). |
(1) | Each officer serves at the pleasure of the Board. |
25
Bitwise Crypto Industry Innovators ETF
Disclosure of Fund Expenses
(Unaudited)
All ETFs have operating expenses. As a shareholder of the Fund you incur an advisory fee. In addition to the advisory fee, a shareholder may pay brokerage expenses, taxes, interest, litigation expenses, dividend expense on securities sold short, and other extraordinary expenses (including acquired fund fees and expenses), if any. It is important for you to understand the impact of these ongoing costs on your investment returns. Shareholders may incur brokerage commissions on their purchases and sales of Fund shares, which are not reflected in these examples.
The following examples use the expense ratio and are intended to help you understand the ongoing costs (in dollars) of investing in your Fund and to compare these costs with those of other funds. The examples are based on an investment of $1,000 made at the beginning of the period shown and held for the entire period (October 1, 2021 to March 31, 2022).
The table below illustrates your Funds costs in two ways:
Actual Fund Return. This section helps you to estimate the actual expenses after fee waivers that your Fund incurred over the period. The Expenses Paid During Period column shows the actual dollar expense cost incurred by a $1,000 investment in the Fund, and the Ending Account Value number is derived from deducting that expense cost from the Funds gross investment return.
You can use this information, together with the actual amount you invested in the Fund, to estimate the expenses you paid over that period. Simply divide your actual account value by $1,000 to arrive at a ratio (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply that ratio by the number shown for your Fund under Expenses Paid During Period.
Hypothetical 5% Return. This section helps you compare your Funds costs with those of other funds. It assumes that the Fund had an annual 5% return before expenses during the year, but that the expense ratio (Column 3) for the period is unchanged. This example is useful in making comparisons because the Commission requires all funds to make this 5% calculation. You can assess your Funds comparative cost by comparing the hypothetical result for your Fund in the Expenses Paid During Period column with those that appear in the same charts in the shareholder reports for other funds.
NOTE: Because the return is set at 5% for comparison purposes NOT your Funds actual return the account values shown may not apply to your specific investment.
Beginning Account Value 10/1/2021 |
Ending Account Value 3/31/22 |
Annualized Expense Ratios |
Expenses Paid During Period(1) |
|||||||||||||
Bitwise Crypto Industry Innovators ETF |
||||||||||||||||
Actual Fund Return |
$ | 1,000.00 | $ | 822.40 | 0.85 | % | $ | 3.86 | ||||||||
Hypothetical 5% Return |
$ | 1,000.00 | $ | 1,020.69 | 0.85 | % | $ | 4.28 |
(1) | Expenses are equal to the Funds annualized expense ratio (including broker expense) multiplied by the average account value over the period, multiplied 182/365 (to reflect the one-half year period shown). |
26
Bitwise Crypto Industry Innovators ETF
Notice to Shareholders
(Unaudited)
For shareholders that do not have a March 31, 2022 tax year end, this notice is for informational purposes only. For shareholders with a March 31, 2022 tax year end, please consult your tax advisor as to the pertinence of this notice.
For the fiscal year ended March 31, 2022, the Fund are designating the following items with regard to distributions paid during the year.
Long Term Capital Gain Distributions |
Ordinary Income Distributions |
Total Distributions |
Qualifying For Corporate Dividend Receivable Deduction(1) |
Qualifying Dividend Income(2) |
Qualifying Business Income(6) |
U.S. Government Interest(3) |
Foreign Investors Interest Related Dividends(4) |
Short-Term Capital Gain Dividends(5) |
FTC | |||||||||||
Bitwise Crypto Industry Innovators ETF |
0.00% | 100.00% | 100.00% | 1.40% | 1.40% | 0.00% | 0.00% | 0.03% | 0.00% | 0.00% |
(1) | Qualifying dividends represent dividends which qualify for the corporate dividends received deduction and is reflected as a percentage of ordinary income distributions (the total of short term capital gain and net investment income distributions). |
(2) | The percentage in this column represents the amount of Qualifying Dividend Income as created by the Jobs and Growth Relief Reconciliation Act of 2003 and its reflected as a percentage of ordinary income distributions (the total of short term capital gain and net investment income distributions). It is the intention of the aforementioned fund to designate the maximum amount permitted by law. |
(3) | U.S. Government Interest represents the amount of interest that was derived from U.S. Government obligations and distributed during the fiscal year. Generally, interest from direct U.S. Government obligations is exempt from state income tax. |
(4) | The percentage in this column represents the amount of Interest Related Dividends as created by the American Jobs Creation Act of 2004 and is a percentage of net investment income that is exempt from U.S. withholding tax when paid for foreign investors. |
(5) | The percentage in this column represents the amount of Short-Term Capital Gain Dividends as created by the American Jobs Creation Act of 2004 and is reflected as a percentage of short-term capital gain distributions that is exempt from U.S. withholding tax when paid to foreign investors. |
(6) | The percentage in this column represents that amount of ordinary dividend income that qualified for 20% Business Income Deduction. |
27
Bitwise Crypto Industry Innovators ETF
Supplemental Information
(Unaudited)
NAV is the price per share at which the Fund issues and redeems shares. It is calculated in accordance with the standard formula for valuing mutual fund shares. The Market Price of the Fund generally is determined using the midpoint between the highest bid and the lowest offer on the stock exchange on which the shares of the Fund are listed for trading, as of the time that the Funds NAV is calculated. The Funds Market Price may be at, above or below its NAV. The NAV of the Fund will fluctuate with changes in the market value of the Funds holdings. The NAV of the Fund may also be impacted by the accrual of deferred taxes. The Market Price of the Fund will fluctuate in accordance with changes in its NAV, as well as market supply and demand.
Premiums or discounts are the differences (expressed as a percentage) between the NAV and Market Price of the Fund on a given day, generally at the time NAV is calculated. A premium is the amount that the Fund is trading above the reported NAV, expressed as a percentage of the NAV. A discount is the amount that the Fund is trading below the reported NAV, expressed as a percentage of the NAV.
Further information regarding premiums and discounts is available on the Funds website at www.bitqetf.com.
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10900 Hefner Pointe Drive, Suite 400
Oklahoma City, OK 73120
Investment Adviser:
Exchange Traded Concepts, LLC
10900 Hefner Pointe Drive, Suite 400
Oklahoma City, OK 73120
Distributor:
SEI Investments Distribution Co.
One Freedom Valley Drive
Oaks, PA 19456
Administrator:
SEI Investments Global Funds Services
One Freedom Valley Drive
Oaks, PA 19456
Legal Counsel:
Morgan, Lewis & Bockius LLP
1111 Pennsylvania Avenue, NW
Washington, DC 20004
Independent Registered Public Accounting Firm:
Cohen & Company, Ltd.
1350 Euclid Avenue
Suite 800
Cleveland, OH 44115
This information must be preceded or accompanied by a current prospectus for the Fund described.
BIT-AR-001-0100
Item 2. Code of Ethics.
The Registrant has adopted a code of ethics that applies to the Registrants principal executive officer, principal financial officer, comptroller or principal accounting officer or any person who performs a similar function.
Item 3. Audit Committee Financial Expert.
(a) (1) The Registrants Board of Trustees has determined that the Registrant has an audit committee financial expert serving on the audit committee.
(a) (2) The audit committee financial expert Timothy Jacoby is an independent trustee as defined in Form N-CSR Item 3 (a) (2).
Item 4. Principal Accountant Fees and Services.
Fees billed by Cohen & Company, Ltd (Cohen) related to the Registrant.
Cohen billed the Registrant aggregate fees for services rendered to the Registrant for the last two fiscal years as follows:
2022
| ||||||||||
All fees and services to the Trust that were pre- approved |
All fees and services to service affiliates that were pre- approved |
All other fees and services to service affiliates that did not require pre- approval | ||||||||
(a)
|
Audit Fees
|
$14,700
|
N/A
|
N/A
| ||||||
(b) |
Audit-Related Fees | N/A | N/A | N/A | ||||||
(c)
|
Tax Fees
|
$3,500
|
N/A
|
N/A
| ||||||
(d) |
All Other Fees | N/A | N/A | N/A |
(e)(1) The Trusts Audit Committee has adopted, and the Board of Trustees has ratified, an Audit and Non-Audit Services Pre-Approval Policy (the Policy), which sets forth the procedures and the conditions pursuant to which services proposed to be performed by the independent auditor of the Trust may be pre-approved.
(e)(2) Percentage of fees billed applicable to non-audit services pursuant to waiver of pre-approval requirement were as follows:
2021
| ||
Audit-Related Fees
|
0%
| |
Tax Fees
|
0%
| |
All Other Fees
|
0%
|
(f) | Not Applicable. |
(g) | The aggregate non-audit fees and services billed by Cohen for the fiscal year 2022 were $3,500. |
(h) During the past fiscal year, Registrants principal accountant provided certain non-audit services to Registrants investment adviser or to entities controlling, controlled by, or under common control with Registrants investment adviser that provide ongoing services to Registrant that were not subject to pre-approval pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X. The Audit Committee of Registrants Board of Trustees reviewed and considered these non-audit services provided by Registrants principal accountant to Registrants affiliates, including whether the provision of these non-audit services is compatible with maintaining the principal accountants independence.
Item 5. Audit Committee of Listed Registrants.
The Registrant has a separately-designated standing Audit Committee, which is composed of the Registrants Independent Trustees: Timothy Jacoby, Stuart Strauss, Linda Petrone and Mark Zurack.
Item 6. Investments.
Schedule of Investments is included as part of the Report to Shareholders filed under Item 1 of this form.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable to open-end management investment companies.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable to open-end management investment companies.
Item 9. Purchases of Equity Securities by Closed-End Management Company and Affiliated Purchasers.
Not applicable to open-end management investment companies.
Item 10. Submission of Matters to a Vote of Security Holders.
There have been no changes to the procedures by which shareholders may recommend nominees to the Registrants Board of Trustees during the period covered by this report.
Item 11. Controls and Procedures.
(a) The Registrants principal executive and principal financial officers, or persons performing similar functions, have concluded that the Registrants disclosure controls and procedures (as defined in Rule 30a-3(c) under the Act (17 CFR 270.30a-3(c))) as of a date within 90 days of the filing date of the report, are effective based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Exchange Act (17 CFR 240.13a-15(b) or 240.15d-15(b)).
(b) There has been no change in the Registrants internal control over financial reporting (as defined in Rule 30a-3(d) under the Act (17 CFR 270.30a-3(d)) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrants internal control over financial reporting.
Item 12. Disclosure of Securities Lending Activities for the Closed-End Management Investment Companies.
Not applicable to open-end management investment companies.
Item 13. Exhibits.
(a)(1) Code of Ethics attached hereto.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Exchange Traded Concepts Trust | ||
By |
/s/ J. Garrett Stevens | |
J. Garrett Stevens, Trustee and President | ||
Date: June 8, 2022 |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
By | /s/ J. Garrett Stevens | |
J. Garrett Stevens, Trustee and President | ||
Date: June 8, 2022 |
By | /s/ James J. Baker, Jr. | |
James J. Baker, Jr., Treasurer | ||
Date: June 8, 2022 |
Exhibit 20
EXCHANGE TRADED CONCEPTS TRUST
FINANCIAL OFFICER CODE OF ETHICS
Purposes of the Code
The reputation and integrity of Exchange Traded Concepts Trust (the Trust) are valuable assets that are vital to the Trusts success. Each officer and employee of the Trust, including each of the Trusts senior financial officers (SFOs), is responsible for conducting the Trusts business in a manner that demonstrates a commitment to the highest standards of integrity. SFOs include the principal executive officer, the principal financial officer, comptroller (or principal accounting officer), and any person who performs a similar function.
The Trust has adopted a code of ethics pursuant Rule 17j-1 under the Investment Company Act of 1940, as amended (Code of Ethics). The Trusts Rule 17j-1 Code of Ethics is designed to prevent certain conflicts of interest that may arise when officers, employees, or trustees know about present or future Trust transactions, have the power to influence those transactions; and engage in securities transactions in their personal account(s).
The Trust has chosen to adopt a senior financial officer code of ethics (SFO Code) for the purpose of promoting:
| Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; |
| Full, fair, accurate, timely and understandable disclosure in reports and documents that the Trust files with, or submits to, the U.S. Securities and Exchange Commission, and in other public communications made by the Trust; |
| Compliance with applicable laws and governmental rules and regulations; |
| The prompt internal reporting of violations of the SFO Code to an appropriate person or persons identified in the SFO Code; and |
| Accountability for adherence to the SFO Code. |
This SFO Code should be read in conjunction with the Trusts other policy statements, including its Code of Ethics and its Disclosure Controls and Procedures.
Principles for the Handling of Financial Information
The Trust has adopted the following principles to govern the manner in which SFOs perform their duties. Persons subject to these guidelines include the principal executive officer, the principal financial officer, comptroller (or principal accounting officer), and any Trust officer or employee who performs a similar function or who participates in the preparation of any part of the Trusts financial statements. Specifically, persons subject to this SFO Code shall:
Act with honesty and integrity
Avoid actual or apparent conflicts of interest with the Trust in personal and professional relationships
Provide information to the Trusts employees and service providers (adviser, administrator, outside auditor, outside counsel, custodian, etc.) that is accurate, complete, objective, relevant, timely, and understandable
Endeavor to ensure full, fair, timely, accurate, and understandable disclosure in the Trusts periodic reports
Comply with the federal securities laws and other applicable laws and rules, such as the Internal Revenue Code
Act in good faith, responsibly, and with due care, competence and diligence, without misrepresenting material facts or subordinating independent judgment to another end
Respect the confidentiality of information acquired in the course of their work, except where disclosure is expressly permitted or is otherwise legally mandated
Record (or participate in the recording of) entries in the Trusts books and records that are accurate
Refrain from using confidential information for personal advantage
Violations of the SFO Code
Any action that directly or indirectly contravenes one or more of the Principles outlined above shall be treated as a violation of this SFO Code unless good cause for such apparent contravention is found to exist.
Dishonest or unethical conduct or conduct that is illegal will constitute a per se violation of this SFO Code, regardless of whether this Code refers to that particular conduct.
A violation of this SFO Code may result in disciplinary action, up to and including termination of employment. The Trust must and will report all suspected criminal violations to the appropriate authorities for possible prosecution, and will investigate, address and report as appropriate, non-criminal violations.
Enforcement of the SFO Code
Violations
All persons subject to this SFO Code who observe, learn of, or, in good faith, suspect a current or threatened violation of the SFO Code must immediately report the violation in writing to the Compliance Officer, another member of the Trusts senior management, or to the Audit Committee of the Board. An example of a possible SFO Code violation is the preparation and filing of financial disclosure that omits material facts, or that is accurate but is written in a way that obscures its meaning.
Disclosures
All persons subject to this SFO Code shall file a letter (a Disclosure Letter) regarding any transaction or relationship that reasonably appears to involve an actual or apparent conflict of interest with the Trust within ten days of becoming aware of such transaction or relationship. A Disclosure Letter should be prepared regarding these transactions or relationships whether you are involved or have only observed the transaction or relationship. All Disclosure Letters shall be submitted to the compliance officer, or if it is not possible to disclose the matter to the compliance officer, then the Disclosure Letter shall be submitted to another member of the Trusts senior management or to the Audit Committee of the Board of Trustees.
An executive officer of the Trust or the Audit Committee will review all Disclosure Letters and determine whether further action is warranted. All determinations will be documented in writing and will be maintained by the compliance officer or other appropriate officers of the Trust.
Outside Service Providers
Because service providers to the Trust, such as the administrator, outside accounting firm, and custodian, provide much of the work relating to the Trusts financial statements, you should be alert for actions by service providers that may be illegal, or that could be viewed as dishonest or unethical conduct. You should report these actions to the compliance officer even if you know, or think, that the service provider has its own code of ethics covering persons who are Trust SFOs or employees.
Non-Retaliation Policy
SFOs who report violations or suspected violations in good faith will not be subject to retaliation of any kind. Reported violations will be investigated and addressed promptly and will be treated confidentially to the extent possible.
Annual Certification
SFOs will receive training on the contents and importance of this SFO Code and related policies and the manner in which violations must be reported and how Disclosure Letters must be submitted. Each SFO will be asked to certify on an annual basis that he/she is in full compliance with the SFO Code and any related policy statements.
Questions about the Code
The Trusts Board of Trustees has designated the Trusts Chief Compliance Officer to be the compliance officer for purposes of implementing and administering this SFO Code. Any questions about this SFO Code should be directed to the compliance officer.
CERTIFICATION
Pursuant to Rule 30a-2(a) under the Investment Company Act of 1940
and Section 302 of the Sarbanes-Oxley Act of 2002
I, J. Garrett Stevens, certify that:
1. | I have reviewed this report on Form N-CSR of the Exchange Traded Concepts Trust (the Registrant); |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information, included in this report fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the Registrant as of, and for, the periods presented in this report; |
4. | The Registrants other certifying officer(s), if any, and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the Registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the Registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such evaluation; and |
(d) | Disclosed in this report any change in the Registrants internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrants internal control over financial reporting; and |
5. | The Registrants other certifying officer(s) and I have disclosed to the Registrants auditors and the audit committee of the Registrants board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrants ability to record, process, summarize, and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrants internal control over financial reporting. |
Date: June 8, 2022 |
/s/ J. Garrett Stevens |
J. Garrett Stevens |
President |
CERTIFICATION
Pursuant to Rule 30a-2(a) under the Investment Company Act of 1940
and Section 302 of the Sarbanes-Oxley Act of 2002
I, James J. Baker, Jr., certify that:
1. | I have reviewed this report on Form N-CSR of the Exchange Traded Concepts Trust (the Registrant); |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information, included in this report fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the Registrant as of, and for, the periods presented in this report; |
4. | The Registrants other certifying officer(s), if any, and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the Registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the Registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such evaluation; and |
(d) | Disclosed in this report any change in the Registrants internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrants internal control over financial reporting; and |
5. | The Registrants other certifying officer(s) and I have disclosed to the Registrants auditors and the audit committee of the Registrants board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrants ability to record, process, summarize, and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrants internal control over financial reporting. |
Date: June 8, 2022 |
/s/ James J. Baker, Jr. |
James J. Baker, Jr. |
Treasurer |
CERTIFICATION
Pursuant to 18 U.S.C. Section 1350,
As Adopted Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
The undersigned, the President of the Exchange Traded Concepts Trust (the Fund), with respect to the Funds Form N-CSR for the period ended March 31, 2022, as filed with the Securities and Exchange Commission, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
1. | such Form N-CSR fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2. | the information contained in such Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Fund. |
Dated: June 8, 2022
/s/ J. Garrett Stevens |
J. Garrett Stevens |
President |
CERTIFICATION
Pursuant to 18 U.S.C. Section 1350,
As Adopted Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
The undersigned, the Treasurer of the Exchange Traded Concepts Trust (the Fund), with respect to the Funds Form N-CSR for the period ended March 31, 2022, as filed with the Securities and Exchange Commission, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
1. | such Form N-CSR fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2. | the information contained in such Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Fund. |
Dated: June 8, 2022
/s/ James J. Baker, Jr. |
James J. Baker, Jr. |
Treasurer |
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