SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Exact name of registrant as specified in charter)
(Address of principal executive offices) (Zip code)
Valkyrie ETF Trust II
Valkyrie Bitcoin Strategy ETF (BTF)
Valkyrie Bitcoin Miners ETF (WGMI)
Annual Report
September 30, 2023
Valkyrie ETF TRUST II
TABLE OF CONTENTS
Valkyrie ETF Trust II
Management’s Discussion of Fund Performance
September 30, 2023 (Unaudited)
During the fiscal year ended September 30, 2023, the top priority for central banks was to control global inflation using notional interest rate hikes to cool most parts of the economy including consumer related spending, housing costs, and the labor market. The aggressive frequency of the rate hikes beginning in March of last year allowed inflation to retreat from almost 9% in July 2022 to just under 4% at the end of September 2023. Also during the period, a growing number of investors remained optimistic about a “soft landing” avoiding a recession over the next one to two years. However, most Federal Reserve board members remained hawkish regarding interest rates as the resiliency of the overall market was well above expectations. This year also marked the return of institutional engagement with digital assets, as the probability to launch a spot Bitcoin ETF product seemed realistic in the near term with larger and more established financial institutions such as Blackrock and Fidelity filing prospectuses with the SEC.
Valkyrie Bitcoin Strategy ETF (“BTF”) (now known as Valkyrie Bitcoin and Ether Strategy ETF), which utilized futures contracts to provide exposure of the underlying digital currency, rose 35.75% during the fiscal year, based on NAV. The fund experienced significant volatility, declining approximately 12% during the fourth quarter of 2022 before increasing approximately 77% during the first half of 2023 and rounding out the fiscal year by declining approximately 13% from July 2023 through September 2023. Bitcoin futures ETFs, including BTF, received notable attention following the developments in the race for SEC approval of spot Bitcoin ETFs. Daily trading volume for the fund was strong as investors expected to usher in a new era of institutional investment and participation in the digital asset industry. BTF held front-month CME bitcoin futures contracts during the period, which made the monthly rolling process fluid and minimized the contango effect (which is the tendency for futures prices to trade higher than spot prices). As of October 3, 2023, BTF’s strategy was altered to include ether futures traded at the CME into the fund. The strategy update provides exposure of the two dominant blockchains into one regulated investment vehicle.
Valkyrie Bitcoin Miners ETF (“WGMI”) provided exposure to publicly listed bitcoin miners, mainly based in North America. Following a challenging year in 2022 that included volatility in energy prices, sourcing issues related to mining-related equipment such as GPUs, and historical price deterioration in the underlying Bitcoin, miners welcomed a better macro environment in 2023 and continued their established strategy in the expansion of computing infrastructure, realizing revenue relief with the price of Bitcoin almost doubling during 2023, and working with the return of allocated risk diversification in digital assets by institutional investors.
Consolidated productivity can be witnessed by the sustained rise in hashrate over the past 12 months, a performance or efficiency metric measuring calculations achieved per second.
Hashrate reached a level of 410 terahash per second by the end of September 2023, an increase of 160% year to date, and almost 300% over the past two years. Innovation in digital mining has become more efficient with newer and faster machines, while companies are building new data center locations throughout different regions across North America. After declining approximately 47.84% during the fourth quarter of 2022, WGMI rose 108.66% calendar year to date through September 30, 2023, based on NAV. WGMI has been one of the top performing US non-leveraged ETFs since January 1, 2023.
Sincerely,
Nikolaos Bonos
President
October 2023
Past results are not necessarily indicative of future results.
The views and opinions expressed in management’s discussion of the Funds’ performance are those of the adviser. These views and opinions are subject to change at any time based on factors such as market and economic conditions. These views and opinions may not be relied upon as investment advice or recommendations, or as an offer for a particular security. The information is not a complete analysis of every aspect of any market, country, industry, security, or the Funds.
Contango is an instance where the futures price of a commodity is higher than the spot price.
Front-month futures are futures contracts expiring within approximately the next 30 days.
Valkyrie Bitcoin Strategy ETF
Performance Summary
September 30, 2023 (Unaudited)
Annualized Total Return for the Year Ended September 30, 2023
| Since Inception | ||
| One Year | (10/21/2021) | |
| Valkyrie Bitcoin Strategy ETF - NAV | 35.75% | -37.08% |
| Valkyrie Bitcoin Strategy ETF - Market | 35.59% | -37.11% |
| S&P 500® Index | 21.62% | -1.42% |
This chart assumes an initial gross investment of $10,000 made on October 21, 2021 (commencement of the Fund’s operations). Returns shown include the reinvestment of all dividends and capital gain distributions. Returns shown do not reflect the deductions of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
Past performance is not predictive of future performance. Investment return and principal value will fluctuate so that your shares, when redeemed, may be worth more or less than original cost. Current performance of the Fund may be lower or higher than the performance quoted. Index returns do not reflect the effects of fees or expenses. It is not possible to invest directly in an index.
For performance information current to the most recent month-end, please call 1-800-617-0004.
The S&P 500® Index is a market value weighted index consisting of 500 stocks chosen for market size, liquidity and industry group representation. The index is unmanaged.
Valkyrie Bitcoin Miners ETF
Performance Summary
September 30, 2023 (Unaudited)
Annualized Total Return for the Year Ended September 30, 2023
| Since Inception | ||
| One Year | (2/7/2022) | |
| Valkyrie Bitcoin Miners ETF - NAV | 9.04% | -46.63% |
| Valkyrie Bitcoin Miners ETF - Market | 8.63% | -46.69% |
| S&P 500® Index | 21.62% | -1.03% |
This chart assumes an initial gross investment of $10,000 made on February 7, 2022 (commencement of the Fund’s operations). Returns shown include the reinvestment of all dividends and capital gain distributions. Returns shown do not reflect the deductions of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
Past performance is not predictive of future performance. Investment return and principal value will fluctuate so that your shares, when redeemed, may be worth more or less than original cost. Current performance of the Fund may be lower or higher than the performance quoted. Index returns do not reflect the effects of fees or expenses. It is not possible to invest directly in an index.
For performance information current to the most recent month-end, please call 1-800-617-0004.
The S&P 500® Index is a market value weighted index consisting of 500 stocks chosen for market size, liquidity and industry group representation. The index is unmanaged.
Valkyrie ETF Trust II
September 30, 2023 (Unaudited)
As a shareholder of a Fund, you incur two types of costs: (1) transaction costs for purchasing and selling shares, and (2) ongoing costs, including management fees; and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
The Example is based on an investment of $1,000 invested at the beginning of the period indicated and held for the entire period indicated below.
Actual Expenses
The first line of the tables below provides information about actual account values and actual expenses. You may use the information in these columns, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the row entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The second line of the tables below provides information about hypothetical account values and hypothetical expenses based on each Fund’s actual expense ratio and assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and will not help you determine the relative total costs of owning different funds, as they may charge transaction costs, such as redemption fees, or exchange fees. Therefore, the second line of each table is useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher.
Valkyrie ETF Trust II
Expense Example
September 30, 2023 (Unaudited) (Continued)
| Beginning Account Value 4/1/23 | Ending Account Value 9/30/23 | Expenses Paid During Period (1) 4/1/23 - 9/30/23 | Expense Ratio During Period 4/1/23 - 9/30/23 | Total Return During Period 4/1/23 - 9/30/23 | ||||||
| Valkyrie Bitcoin Strategy ETF | ||||||||||
| Actual (2) | $1,000.00 | $908.30 | $5.02 | 1.05% | -9.17% | |||||
| Hypothetical (5% return before expenses) (3) | $1,000.00 | $1,019.80 | $5.32 | 1.05% | 2.51% | |||||
| Valkyrie Bitcoin Miners ETF | ||||||||||
| Actual | $1,000.00 | $1,008.20 | $3.78 | 0.75% | 0.82% | |||||
| Hypothetical (5% return before expenses) | $1,000.00 | $1,021.31 | $3.80 | 0.75% | 2.51% |
| (1) | The expenses are equal to the annualized expense ratio multiplied by the average account value over the period, multipled by 183 (days in most recent fiscal half-year) / 365 days to reflect the one-half year expense. The ending account values in the table are based on the actual total return of the shares of the Fund. |
| (2) | Excluding interest expense, the actual expenses would be $4.54. |
| (3) | Excluding interest expense, the hypothetical expenses would be $4.81. |
PORTFOLIO HOLDINGS ALLOCATION (as a % of total net assets)
September 30, 2023 (Unaudited)
| Valkyrie Bitcoin Strategy ETF | |
| U.S. Treasury Bill | 59.50% |
| Money Market Fund | 68.74% |
| Liabilities in Excess of Other Assets | (28.24)% |
| Total Net Assets | 100.00% |
| Valkyrie Bitcoin Miners ETF | |
| Semiconductors & Semiconductor Equipment | 7.28% |
| Software | 87.51% |
| Technology Hardware, Storage & Peripherals | 1.27% |
| Other Assets in Excess of Liabilities | 3.94% |
| Total Net Assets | 100.00% |
Valkyrie Bitcoin Strategy ETF
Schedule of Investments
September 30, 2023
| Par/Shares | Value | |||||||
| U.S. TREASURY BILL: 59.50% | ||||||||
| United States Treasury Bill, 5.65%, 12/5/23 (a)(b) | $ | 15,000,000 | $ | 14,858,474 | ||||
| TOTAL U.S. TREASURY BILL (Cost $14,856,987) | 14,858,474 | |||||||
| MONEY MARKET FUND: 68.74% | ||||||||
| First American Treasury Obligations Fund, Class X, 5.27% (c)(e) | 17,166,438 | 17,166,438 | ||||||
| TOTAL MONEY MARKET FUND (Cost $17,166,438) | 17,166,438 | |||||||
| TOTAL INVESTMENTS (Cost $32,023,425): 128.24% | 32,024,912 | |||||||
| Liabilities in Excess of Other Assets: (28.24)% (d) | (7,051,482 | ) | ||||||
| TOTAL NET ASSETS: 100.00% | $ | 24,973,430 | ||||||
| (a) | The rate disclosed is the annualized discount rate as of September 30, 2023. |
| (b) | All or a portion of the security has been pledged as collateral in connection with open reverse repurchase agreements. At September 30, 2023, the value of securities pledged amounted to $14,858,474. |
| (c) | The rate listed is the 7-day annualized yield as of September 30, 2023. |
| (d) | Includes assets and deposits with broker pledged as collateral for derivative contracts. At September 30, 2023, the value of these assets totals $7,746,043. |
| (e) | Fair Value of this security exceeds 25% of the Fund’s net assets. Additional information for this security, including the financial statements, is available from the SEC’s EDGAR database at www.sec.gov. |
The accompanying notes are an integral part of these financial statements.
Valkyrie Bitcoin Strategy ETF
Consolidated Schedule of Open Futures Contracts
September 30, 2023
The following futures contracts of the Fund’s wholly-owned subsidiary were open at September 30, 2023:
| Value | ||||||||||||||||||
| Description | Number of Contracts Purchased | Settlement Month-Year | Current Notional Amount | Unrealized Appreciation | Unrealized (Depreciation) | |||||||||||||
| Purchase Contracts: | ||||||||||||||||||
| CME Bitcoin Futures | 184 | Oct-23 | $ | 24,932,000 | $ | 314,500 | $ | (114,043 | ) | |||||||||
The accompanying notes are an integral part of these financial statements.
Valkyrie Bitcoin Strategy ETF
Schedule of Open Reverse Repurchase Agreements
September 30, 2023
The following reverse repurchase agreements were open at September 30, 2023:
| Counterparty | Interest Rate | Trade Date | Maturity Date | Net Closing Amount | Face Value | |||||||||||
| StoneX Financial Inc. | 6.00 | % | 9/29/2023 | 10/2/2023 | $ | 14,557,275 | $ | 14,550,000 | ||||||||
A reverse repurchase agreement, although structured as a sale and repurchase obligation, acts as a financing transaction under which the Fund will effectively pledge certain assets as collateral to secure a short-term loan. Generally, the other party to the agreement makes the loan in an amount less than the fair value of the pledged collateral. At the maturity of the reverse repurchase agreement, the Fund will be required to repay the loan and interest and correspondingly receive back its collateral. While used as collateral, the pledged assets continue to pay principal and interest which are for the benefit of the Fund.
The accompanying notes are an integral part of these financial statements.
Valkyrie Bitcoin Miners ETF
Schedule of Investments
September 30, 2023
| Shares | Value | |||||||
| COMMON STOCKS: 96.06% | ||||||||
| Semiconductors & Semiconductor Equipment: 7.28% | ||||||||
| Advanced Micro Devices, Inc. (a) | 1,671 | $ | 171,812 | |||||
| NVIDIA Corp. | 1,528 | 664,665 | ||||||
| Taiwan Semiconductor Manufacturing Co., Ltd. - ADR | 1,900 | 165,110 | ||||||
| 1,001,587 | ||||||||
| Software: 87.51% | ||||||||
| Applied Digital Corp. (a) | 103,622 | 646,601 | ||||||
| Argo Blockchain PLC - ADR (a) | 152,690 | 152,690 | ||||||
| Bit Digital, Inc. (a) | 306,193 | 655,253 | ||||||
| Bitdeer Technologies Group - Class A (a) | 57,488 | 554,184 | ||||||
| Bitfarms, Ltd. (a) | 617,875 | 661,126 | ||||||
| Cipher Mining, Inc. (a) | 584,830 | 1,362,654 | ||||||
| Cleanspark, Inc. (a) | 355,001 | 1,352,554 | ||||||
| Digihost Technology, Inc. (a) | 143,396 | 152,000 | ||||||
| Greenidge Generation Holdings, Inc. (a) | 109,948 | 449,687 | ||||||
| HIVE Blockchain Technologies, Ltd. (a) | 213,416 | 657,321 | ||||||
| Hut 8 Mining Corp. (a) | 339,879 | 662,764 | ||||||
| Iris Energy, Ltd. (a) | 367,626 | 1,363,893 | ||||||
| Marathon Digital Holdings, Inc. (a) | 161,230 | 1,370,455 | ||||||
| Mawson Infrastructure Group, Inc. (a) | 102,228 | 56,174 | ||||||
| Riot Platforms, Inc. (a) | 143,162 | 1,335,702 | ||||||
| Stronghold Digital Mining, Inc. - Class A (a) | 24,512 | 106,627 | ||||||
| Terawulf, Inc. (a) | 393,982 | 496,418 | ||||||
| 12,036,103 | ||||||||
| Technology Hardware, Storage & Peripherals: 1.27% | ||||||||
| Samsung Electronics Co., Ltd. - GDR | 139 | 175,140 | ||||||
| TOTAL COMMON STOCKS (Cost $15,133,747) | 13,212,830 | |||||||
| TOTAL INVESTMENTS (Cost $15,133,747): 96.06% | 13,212,830 | |||||||
| Other Assets in Excess of Liabilities: 3.94% | 541,530 | |||||||
| TOTAL NET ASSETS: 100.00% | $ | 13,754,360 | ||||||
ADR American Depository Receipt
GDR Global Depository Receipt
(a) Non-income producing security.
The Global Industry Classification Standard (GICS®) was developed by and/or is the exclusive property of MSCI, Inc. and Standard & Poor’s Financial Services, LLC (“S&P”). GICS is a service mark of MSCI and S&P and has been licensed for use by U.S. Bancorp Fund Services, LLC.
The accompanying notes are an integral part of these financial statements.
VALKYRIE ETF TRUST II
Consolidated Statement of Assets and Liabilities
September 30, 2023
| VALKYRIE BITCOIN STRATEGY ETF | ||||
| ASSETS: | ||||
| Investments in securities, at value (cost $32,023,425) | $ | 32,024,912 | ||
| Deposits with broker for derivative instruments | 7,746,043 | |||
| Receivables: | ||||
| Interest | 10,815 | |||
| Other | 1,783 | |||
| Total assets | 39,783,553 | |||
| LIABILITIES: | ||||
| Payables: | ||||
| Reverse repurchase agreement (proceeds $14,550,000) | 14,550,000 | |||
| Variation margin on futures contracts | 236,325 | |||
| Management fees | 18,948 | |||
| Interest for reverse repurchase agreement | 4,850 | |||
| Total liabilities | 14,810,123 | |||
| NET ASSETS | $ | 24,973,430 | ||
| NET ASSETS CONSIST OF: | ||||
| Paid-in capital | $ | 20,066,202 | ||
| Total distributable earnings | 4,907,228 | |||
| Net assets | $ | 24,973,430 | ||
| CALCULATION OF NET ASSET VALUE PER SHARE: | ||||
| Net assets | $ | 24,973,430 | ||
| Shares outstanding (unlimited number of shares authorized, no par value) | 2,500,000 | |||
| Net asset value per share | $ | 9.99 | ||
The accompanying notes are an integral part of these financial statements.
VALKYRIE ETF TRUST II
Statement of Assets and Liabilities
September 30, 2023
| VALKYRIE BITCOIN MINERS ETF | ||||
| ASSETS: | ||||
| Investments in securities, at value (cost $15,133,747) | $ | 13,212,830 | ||
| Cash | 557,044 | |||
| Receivables: | ||||
| Securities sold | 508,930 | |||
| Dividends | 697 | |||
| Total assets | 14,279,501 | |||
| LIABILITIES: | ||||
| Payables: | ||||
| Securities purchased | 515,566 | |||
| Management fees | 9,575 | |||
| Total liabilities | 525,141 | |||
| NET ASSETS | $ | 13,754,360 | ||
| NET ASSETS CONSIST OF: | ||||
| Paid-in capital | $ | 23,103,330 | ||
| Total accumulated deficit | (9,348,970 | ) | ||
| Net assets | $ | 13,754,360 | ||
| CALCULATION OF NET ASSET VALUE PER SHARE: | ||||
| Net assets | $ | 13,754,360 | ||
| Shares outstanding (unlimited number of shares authorized, no par value) | 1,475,000 | |||
| Net asset value per share | $ | 9.32 | ||
The accompanying notes are an integral part of these financial statements.
VALKYRIE ETF TRUST II
Consolidated Statement of Operations
For the year ended September 30, 2023
| VALKYRIE BITCOIN STRATEGY ETF | ||||
| INVESTMENT INCOME: | ||||
| Interest | $ | 778,670 | ||
| Total investment income | 778,670 | |||
| EXPENSES: | ||||
| Management fees | 242,173 | |||
| Future commission merchant fees (Note 6) | 56,967 | |||
| Total expenses before interest expense | 299,140 | |||
| Interest expense on reverse repurchase agreements | 16,206 | |||
| Total expenses | 315,346 | |||
| Less: reimbursement by Adviser | (56,967 | ) | ||
| Net expenses | 258,379 | |||
| NET INVESTMENT INCOME | 520,291 | |||
| REALIZED AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS AND FUTURES CONTRACTS: | ||||
| Net realized gain/(loss) on transactions from: | ||||
| Investments | (6,963 | ) | ||
| Futures contracts | 6,673,129 | |||
| Net change in unrealized appreciation/(depreciation) on: | ||||
| Investments | 9,367 | |||
| Futures contracts | 105,201 | |||
| Net gain on investments and futures contracts | 6,780,734 | |||
| NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS | $ | 7,301,025 | ||
The accompanying notes are an integral part of these financial statements.
VALKYRIE ETF TRUST II
Statement of Operations
For the year ended September 30, 2023
| VALKYRIE BITCOIN MINERS ETF | ||||
| INVESTMENT INCOME: | ||||
| Dividends (net of foreign taxes withheld and issuance fees of $899 and $1,730, respectively) | $ | 4,274 | ||
| Total investment income | 4,274 | |||
| EXPENSES: | ||||
| Management fees | 64,862 | |||
| Total expenses | 64,862 | |||
| NET INVESTMENT LOSS | (60,588 | ) | ||
| REALIZED AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS: | ||||
| Net realized gain/(loss) on transactions from: | ||||
| Investments | (5,818,159 | ) | ||
| Foreign currency | (522 | ) | ||
| Net change in unrealized appreciation/(depreciation) on: | ||||
| Investments | 2,396,357 | |||
| Foreign currency | 522 | |||
| Net loss on investments | (3,421,802 | ) | ||
| NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS | $ | (3,482,390 | ) | |
The accompanying notes are an integral part of these financial statements.
Valkyrie Bitcoin Strategy ETF
Consolidated Statements of Changes in Net Assets
| Year Ended September 30, 2023 | For the period October 21, 2021(1) through September 30, 2022 | |||||||
| INCREASE/(DECREASE) IN NET ASSETS FROM: | ||||||||
| OPERATIONS: | ||||||||
| Net investment income/(loss) | $ | 520,291 | $ | (223,540 | ) | |||
| Net realized gain/(loss) from: | ||||||||
| Investments | (6,963 | ) | (8,427 | ) | ||||
| Futures contracts | 6,673,129 | (40,287,314 | ) | |||||
| Change in unrealized appreciation/(depreciation): | ||||||||
| Investments | 9,367 | (7,880 | ) | |||||
| Futures contracts | 105,201 | 95,256 | ||||||
| Net increase/(decrease) in net assets resulting from operations | 7,301,025 | (40,431,905 | ) | |||||
| DISTRIBUTIONS: | ||||||||
| Net dividends and distributions to shareholders | (499,065 | ) | — | |||||
| Net decrease in net assets resulting from distributions paid | (499,065 | ) | — | |||||
| CAPITAL SHARE TRANSACTIONS: | ||||||||
| Proceeds from shares sold | 16,944,933 | 121,405,778 | ||||||
| Payments for shares redeemed | (19,552,573 | ) | (60,216,075 | ) | ||||
| Transaction fees (See Note 1) | 3,650 | 17,662 | ||||||
| Net increase/(decrease) in net assets derived from capital share transactions | (2,603,990 | ) | 61,207,365 | |||||
| TOTAL INCREASE IN NET ASSETS | 4,197,970 | 20,775,460 | ||||||
| NET ASSETS: | ||||||||
| Beginning of period | 20,775,460 | — | ||||||
| End of period | $ | 24,973,430 | $ | 20,775,460 | ||||
| CHANGES IN SHARES OUTSTANDING: | ||||||||
| Shares sold | 1,650,000 | 6,450,000 | ||||||
| Shares redeemed | (1,925,000 | ) | (3,675,000 | ) | ||||
| Net increase/(decrease) in shares outstanding | (275,000 | ) | 2,775,000 | |||||
(1) Commencement of operations.
The accompanying notes are an integral part of these financial statements.
Valkyrie Bitcoin Miners ETF
Statements of Changes in Net Assets
| Year Ended September 30, 2023 | For the period February 7, 2022(1) through September 30, 2022 | |||||||
| INCREASE/(DECREASE) IN NET ASSETS FROM: | ||||||||
| OPERATIONS: | ||||||||
| Net investment loss | $ | (60,588 | ) | $ | (16,280 | ) | ||
| Net realized loss on: | ||||||||
| Investments | (5,818,159 | ) | (950,545 | ) | ||||
| Foreign currency | (522 | ) | (71 | ) | ||||
| Net change in unrealized appreciation/(depreciation) on: | ||||||||
| Investments | 2,396,357 | (4,317,274 | ) | |||||
| Foreign currency | 522 | (522 | ) | |||||
| Net decrease in net assets resulting from operations | (3,482,390 | ) | (5,284,692 | ) | ||||
| CAPITAL SHARE TRANSACTIONS: | ||||||||
| Proceeds from shares sold | 15,796,170 | 9,502,913 | ||||||
| Payments for shares redeemed | (1,338,858 | ) | (1,438,783 | ) | ||||
| Net increase in net assets derived from capital share transactions | 14,457,312 | 8,064,130 | ||||||
| TOTAL INCREASE IN NET ASSETS | 10,974,922 | 2,779,438 | ||||||
| NET ASSETS: | ||||||||
| Beginning of period | 2,779,438 | — | ||||||
| End of period | $ | 13,754,360 | $ | 2,779,438 | ||||
| CHANGES IN SHARES OUTSTANDING: | ||||||||
| Shares sold | 1,250,000 | 400,000 | ||||||
| Shares redeemed | (100,000 | ) | (75,000 | ) | ||||
| Net increase in shares outstanding | 1,150,000 | 325,000 | ||||||
(1) Commencement of operations.
The accompanying notes are an integral part of these financial statements.
Valkyrie Bitcoin Strategy ETF
Consolidated Financial Highlights
For a share outstanding throughout each period
| Year ended September 30, 2023 | For the Period October 21, 2021(1) through September 30, 2022 | |||||||
| PER SHARE DATA: | ||||||||
| Net asset value, beginning of period | $ | 7.49 | $ | 25.00 | ||||
| Income from investment operations: | ||||||||
| Net investment income/(loss) (2) | 0.19 | (0.09 | ) | |||||
| Net realized and unrealized gain/(loss) on investments and futures contracts | 2.50 | (17.42 | ) | |||||
| Total from investment operations | 2.69 | (17.51 | ) | |||||
| Less distributions: | ||||||||
| Dividends from net investment income | (0.19 | ) | — | |||||
| Total distributions | (0.19 | ) | — | |||||
| Net asset value, end of period | $ | 9.99 | $ | 7.49 | ||||
| TOTAL RETURN, at NAV | 35.75 | % | -70.05 | %(3) | ||||
| TOTAL RETURN, at Market | 35.59 | % | -70.04 | %(3) | ||||
| SUPPLEMENTAL DATA AND RATIOS: | ||||||||
| Net assets, end of period (thousands) | $ | 24,973 | $ | 20,775 | ||||
| Ratio of expenses to average net assets (gross) | 1.24 | % | 0.95 | % (4) | ||||
| Ratio of expenses to average net assets (net) | 1.01 | %(6) | 0.95 | % (4) | ||||
| Ratio of net investment income/(loss) to average net assets | 2.04 | % | (0.68 | )% (4) | ||||
| Portfolio turnover rate(5) | 0 | % | 0 | % (3) | ||||
| (1) | Commencement of operations. |
| (2) | Based on average shares outstanding. |
| (3) | Not annualized. |
| (4) | Annualized. |
| (5) | Excludes impact of derivative instruments. |
| (6) | Includes interest expense of 0.06% and excludes futures commission merchant fees of 0.23% voluntarily reimbursed by the Adviser. |
The accompanying notes are an integral part of these consolidated financial statements.
Valkyrie Bitcoin Miners ETF
Financial Highlights
For a share outstanding throughout each period
| Year ended September 30, 2023 | For the Period February 7, 2022(1) through September 30, 2022 | |||||||
| PER SHARE DATA: | ||||||||
| Net asset value, beginning of period | $ | 8.55 | $ | 26.18 | ||||
| Income from investment operations: | ||||||||
| Net investment loss (2) | (0.08 | ) | (0.06 | ) | ||||
| Net realized and unrealized gain/(loss) on investments | 0.85 | (6) | (17.57 | ) | ||||
| Total from investment operations | 0.77 | (17.63 | ) | |||||
| Net asset value, end of period | $ | 9.32 | $ | 8.55 | ||||
| TOTAL RETURN, at NAV | 9.04 | % | -67.33 | % (3) | ||||
| TOTAL RETURN, at Market | 8.63 | % | -67.27 | % (3) | ||||
| SUPPLEMENTAL DATA AND RATIOS: | ||||||||
| Net assets, end of period (thousands) | $ | 13,754 | $ | 2,779 | ||||
| Ratio of expenses to average net assets | 0.75 | % | 0.75 | % (4) | ||||
| Ratio of net investment loss to average net assets | (0.70 | )% | (0.57 | )% (4) | ||||
| Portfolio turnover rate(5) | 74 | % | 37 | % (3) | ||||
| (1) | Commencement of operations. |
| (2) | Based on average shares outstanding. |
| (3) | Not annualized. |
| (4) | Annualized. |
| (5) | Excludes impact of in-kind transactions. |
| (6) | As required by the SEC standard per share data calculation methodology, this represents a balancing figure derived from the other amounts in the financial highlights tables that captures all other changes affecting net asset value per share. This per share gain amount does not correlate to the aggregate of the net realized and unrealized loss in the Statement of Operations for the year ended September 30, 2023, primarily due to the timing of sales and repurchases of the Fund’s shares in relation to fluctuating market values of the Fund’s portfolio. |
The accompanying notes are an integral part of these financial statements.
VALKYRIE ETF TRUST II
September 30, 2023
1. ORGANIZATION
Valkyrie ETF Trust II (the “Trust”), a Delaware statutory trust, was organized on December 11, 2020 and is an open-end management investment company registered with the U.S. Securities and Exchange Commission (“SEC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). Each fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, Financial Services - Investment Companies. The Valkyrie Bitcoin Strategy ETF (“Bitcoin Strategy ETF”) and Valkyrie Bitcoin Miners ETF (“Bitcoin Miners ETF”) (each, a “Fund” and collectively, the “Funds”) are series within the Trust. The Funds are non-diversified funds.
The Bitcoin Strategy ETF’s primary investment objective is capital appreciation. The Fund commenced operations on October 21, 2021, and that is the date the initial creation units were established.
The Bitcoin Miners ETF’s primary investment objective is to provide investors with total return. The Fund commenced operations on February 7, 2022, and that is the date the initial creation units were established.
Shares of the Funds are listed and traded on the Nasdaq Stock Market LLC (“Nasdaq” or the “Exchange”). Market prices for the shares may be different from their net asset value (“NAV”). Each Fund issues and redeems shares on a continuous basis at NAV only in large blocks of shares, called “Creation Units,” which generally consist of 25,000 shares. Creation Units are issued and redeemed principally for cash for Bitcoin Strategy ETF and principally in-kind for securities for Bitcoin Miners ETF. Once created, shares generally trade in the secondary market at market prices that change throughout the day in amounts less than a Creation Unit. Except when aggregated in Creation Units, shares are not redeemable securities of a Fund. Shares of a Fund may only be purchased directly from or redeemed directly to a Fund by certain financial institutions (“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 DTC participant and, in each case, must have executed a Participant Agreement with ALPS Distributors, Inc. (the “Distributor”). Most retail investors do not qualify as Authorized Participants or have the resources to buy and sell whole Creation Units. Therefore, most retail investors may purchase shares in the secondary market with the assistance of a broker and are subject to customary brokerage commissions or fees.
Each Fund currently offers one class of shares, which have no front-end sales loads, no deferred sales charges, and no redemption fees. A purchase (i.e., creation) transaction fee is imposed for the transfer and other transaction costs associated with the purchase of Creation Units. Each Fund charges the Authorized Participant a $300 standard fixed creation fee, payable to the Custodian. The fixed transaction fee paid by the Authorized Participant may be waived on certain orders if the Funds’ Custodian has determined to waive some or all of the creation order costs associated with the order, or another party, such as the Adviser, has agreed to pay such fee. In addition, the Authorized Participant may be charged a variable fee on all cash transactions or substitutes for Creation Units of up to a maximum of 1% as a percentage of the total value of the Creation Units subject to the transaction. Variable fees received by each Fund are displayed in the Capital Share Transactions section of the Statement of Changes in Net Assets. Each Fund may issue an unlimited number of shares of beneficial interest, with no par value. Shares of each Fund have equal rights and privileges with respect to such Fund.
Wholly-owned and Controlled Subsidiaries
In order to achieve its investment objective, the Bitcoin Strategy ETF can invest up to 25% of its total assets (measured at each quarter end) in a wholly-owned subsidiary, Valkyrie Bitcoin Strategy (Cayman) Ltd. (“Bitcoin CFC”) which acts as an investment vehicle in order to enter into certain investments for the Bitcoin Strategy ETF consistent with its investment objective and policies specified in the Prospectus and Statement of Additional Information.
VALKYRIE ETF TRUST II
NOTES TO FINANCIAL STATEMENTS
September 30, 2023
At September 30, 2023, investments in the Bitcoin CFC represented 18.99% of the total assets of the Bitcoin Strategy ETF.
The consolidated financial statements of the Bitcoin Strategy ETF include the investment activity and financial statements of Bitcoin CFC. All intercompany accounts and transactions have been eliminated in consolidation. Because the Fund may invest a substantial portion of its assets in the subsidiary, the Fund may be considered to be investing indirectly in some of those investments through its subsidiary. For that reason, references to the Fund may also encompass its subsidiary. The subsidiary is subject to the same investment restrictions and limitations, and follows the same compliance policies and procedures, as the Fund when viewed on a consolidated basis. The Fund and its subsidiary are a “commodity pool” under the U.S. Commodity Exchange Act and Valkyrie Funds LLC (the “Adviser” or “Valkyrie”) is a “commodity pool operator” registered with and regulated by the Commodity Futures Trading Commission (“CFTC”). As a result, additional CFTC-mandated disclosure, reporting and recordkeeping obligations apply with respect to the Fund and its respective subsidiary under CFTC and the SEC harmonized regulations.
2. SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of significant accounting policies consistently followed by the Funds in the preparation of its financial statements. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”).
Security Transactions and Investment Income: Investment securities transactions are accounted for on the trade date. Gains and losses realized on sales of securities are computed on the basis of specific identification. Dividend income is recorded on the ex-dividend date. Withholding taxes on foreign dividends have been provided for in accordance with the Funds’ understanding of the applicable tax rules and regulations. Interest income is recorded on an accrual basis. Discounts on securities purchased are accreted over the life of the respective security. Premiums on securities purchased are amortized to the earliest call date.
Distributions to Shareholders: Distributions to shareholders are recorded on the ex-dividend date and are determined in accordance with federal income tax regulations, which may differ from GAAP. Distributions to shareholders from net investment income are declared and paid quarterly by Bitcoin Strategy ETF (beginning June 2023) and annually by Bitcoin Miners ETF. Distribution to shareholders from net realized gains on securities are declared and paid by the Funds at least annually.
Federal Income Taxes: The Funds comply with the requirements of subchapter M of the Internal Revenue Code of 1986, as amended, necessary to qualify as regulated investment companies and distribute substantially all net taxable investment income and net realized gains to shareholders in a manner which results in no tax cost to the Funds. Therefore, no federal income tax provision is required. The Funds file U.S. Federal and state tax returns, as required.
The Funds recognize the tax benefits of uncertain tax positions only when the position is more likely than not to be sustained. Management has analyzed the Funds’ uncertain tax positions and concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions. Management is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next 12 months. Income and capital gain distributions are determined in accordance with federal income tax regulations, which may differ from U.S. GAAP. The Funds recognize interest and penalties, if any, related to unrecognized tax benefits on uncertain tax positions as income tax expenses in the Statements of Operations. During the current fiscal period, the Funds did not incur any interest or penalties. The Funds are subject to examination by U.S. taxing authorities since each of their commencement dates.
For tax purposes, Bitcoin CFC is an exempted Cayman Islands investment company. Bitcoin CFC has received an undertaking from the Government of the Cayman Islands exempting it from all local income, profits, and capital gains taxes. No such taxes are levied in the Cayman Islands at the present time. For U.S. income tax purposes, Bitcoin CFC is a controlled foreign corporation (“CFC”) and as such is not subject to U.S. income tax. However, as a wholly-owned CFC, the net income and capital gain of the CFC, to the extent of its earnings and profits, will be included each year in the Fund’s investment company taxable income.
VALKYRIE ETF TRUST II
NOTES TO FINANCIAL STATEMENTS
September 30, 2023
Currency Translation: Assets and liabilities, including investment securities, denominated in currencies other than U.S. dollars are translated into U.S. dollars at the exchange rates supplied by one or more pricing vendors on the valuation date. Purchases and sales of investment securities and income and expenses are translated into U.S. dollars at the exchange rates on the dates of such transactions. The effects of changes in exchange rates on investment securities are included with the net realized gain or loss and net unrealized appreciation or depreciation on investments in the Funds’ Statements of Operations. The realized gain or loss and unrealized appreciation or depreciation resulting from all other transactions denominated in currencies other than U.S. dollars are disclosed separately.
Deposits with Broker for Futures Contracts: The Bitcoin Strategy ETF, through its subsidiary, the Bitcoin CFC, may purchase and sell exchange-listed commodity contracts. Upon entering into a futures contract, and to maintain a Fund’s open positions in futures contracts, the Fund is required to deposit with its custodian or futures broker in a segregated account in the name of the futures broker an amount of cash, U.S. government securities, suitable money market instruments, or other liquid securities, known as “initial margin.” The margin required for a particular futures contract is set by the exchange on which the contract is traded and may be significantly modified from time to time by the exchange during the term of the contract. Futures contracts are customarily purchased and sold on margins that may range upward from approximately 5% of the value of the contract being traded.
At September 30, 2023, the Bitcoin Strategy ETF and Bitcoin CFC, collectively, had cash on deposit with the broker for derivative instruments which is presented on the Fund’s consolidated statement of assets and liabilities. In addition, Bitcoin CFC pledged securities collateral for derivative instruments. See the Fund’s consolidated schedule of investments for the fair value of securities pledged as collateral.
If the price of an open futures contract changes (by increase in underlying instrument or index in the case of a sale or by decrease in the case of a purchase) so that the loss on the futures contract reaches a point at which the margin on deposit does not satisfy margin requirements, the broker will require an increase in the margin. However, if the value of a position increases because of favorable price changes in the futures contract so that the margin deposit exceeds the required margin, the broker will pay the excess to the Fund.
These subsequent payments, called “variation margin,” to and from the futures broker are made on a daily basis as the price of the underlying assets fluctuate making the long and short positions in the futures contract more or less valuable, a process known as “marking to the market.” The variation margin on the futures contracts do not settle with the exchange daily, but rather settle at their respective maturity dates.
Use of Estimates: 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, as well as the reported amounts of increases and decreases in net assets during the current fiscal period. Actual results could differ from those estimates.
Share Valuation: The NAV per share of each Fund is calculated by dividing the sum of the value of the securities held by the Fund, plus cash and other assets, minus all liabilities (including estimated accrued expenses) by the total number of shares outstanding of the Fund, rounded to the nearest cent. A Fund’s shares will not be priced on the days on which the New York Stock Exchange (“NYSE”) is closed for trading. The offering and redemption price per share for creation units of each Fund is equal to the Fund’s NAV per share.
Guarantees and Indemnifications: In the normal course of business, the Funds enter into contracts with service providers that contain general indemnification clauses. The Funds’ maximum exposure under these arrangements is unknown as this would involve future claims that may be against the Funds that have not yet occurred. However, based on experience, the Funds expect the risk of loss to be remote.
VALKYRIE ETF TRUST II
NOTES TO FINANCIAL STATEMENTS
September 30, 2023
Reclassification of Capital Accounts: U.S. GAAP requires that certain components of net assets relating to permanent differences be reclassified between financial and tax reporting. These reclassifications have no effect on net assets or NAV per share. Reclassifications of capital accounts are due to in-kind redemptions, Bitcoin CFC adjustments, and equalization. For the year ended September 30, 2023, the Funds made the following permanent tax adjustment on the Statements of Assets and Liabilities:
Distributable Earnings/(Deficit) | Paid-in Capital | |||||||
| Bitcoin Strategy ETF | $ | (1,842,719 | ) | $ | 1,842,719 | |||
| Bitcoin Miners ETF | (144,157 | ) | 144,157 | |||||
Accounting Pronouncements: In October 2022, the SEC adopted a final rule relating to Tailored Shareholder Reports for Mutual Funds and Exchange-Traded Funds; Fee Information in Investment Company Advertisements. The rule and form amendments will, among other things, require the Funds to transmit concise and visually engaging shareholder reports that highlight key information. The amendments will require that the Funds tag information in a structured data format and that certain more in-depth information be made available online and available for delivery free of charge to investors on request. The amendments became effective January 24, 2023. There is an 18-month transition period after the effective date of the amendment.
Subsequent Events: In preparing these financial statements, management has evaluated events and transactions for potential recognition or disclosure through the date the financial statements were issued. Refer to Note 10 for information on a subsequent event related to the Funds.
3. SECURITIES VALUATION
Investment Valuation: Each Fund calculates its NAV each day the NYSE is open for trading as of the close of regular trading on the NYSE, normally 4:00 p.m. Eastern time.
Generally, the Funds’ equity investments are valued each day at the last quoted sales price on each investment’s primary exchange. Investments traded or dealt in one or more exchanges (whether domestic or foreign) for which market quotations are readily available and not subject to restrictions against resale shall be valued at the last quoted sales price on the primary exchange or, in the absence of a sale on the primary exchange, at the last bid on the primary exchange. Investments primarily traded in the National Association of Securities Dealers’ Automated Quotation System (“NASDAQ”) National Market System for which market quotations are readily available shall be valued using the NASDAQ Official Closing Price. Equity securities are generally categorized in Level 1 or Level 2 of the fair value hierarchy depending on inputs used and market activity levels for specific securities.
Short-term debt securities, including those securities having a maturity of 60 days or less, are valued at the evaluated mean between the bid and asked prices. Reverse repurchase agreements are priced at their acquisition cost, and assessed for credit adjustments, which represents fair value. To the extent the inputs are observable and timely, these securities would be classified in level 2 of the fair value hierarchy.
Futures contracts are carried at fair value using the primary exchange’s closing (settlement) price and are generally categorized in Level 1.
The Funds may use independent pricing services to assist in calculating the value of the Funds’ investments. In addition, market prices for foreign investments are not determined at the same time of day as the net asset value (“NAV”) for the Funds. Because the Funds may invest in portfolio investments primarily listed on foreign exchanges and these exchanges may trade on weekends or other days when the Funds do not price their shares, the value of some of the Funds’ portfolio investments may change on days when you may not be able to buy or sell the Funds’ shares. In computing the NAV, the Funds value foreign investments held by the Funds at the latest closing price on the exchange in which they are traded immediately prior to closing of the NYSE. Prices of foreign investments quoted in foreign currencies are translated into U.S. dollars at current rates. If events materially affecting the value of an investment in the Funds’ portfolio, particularly foreign investments, occur after the close of trading on a foreign market but before the Funds price their shares, the investment will be valued at fair value.
VALKYRIE ETF TRUST II
NOTES TO FINANCIAL STATEMENTS
September 30, 2023
If a market quotation is not readily available or is deemed not to reflect fair value, the Funds along with their Valuation Designee will determine the price of the security held by the Funds based on a determination of the security’s fair value pursuant to policies and procedures approved by the Board of Trustees (“Board”). In addition, the Funds may use fair valuation to price securities that trade on a foreign exchange when a significant event has occurred after the foreign exchange closes but before the time at which each Fund’s NAV is calculated. Such valuations would typically be categorized as Level 2 or Level 3 in the fair value hierarchy described below.
Fair valuations and valuations of investments that are not actively trading involve judgment and may differ materially from valuations that would have been used had greater market activity occurred.
The Board has adopted a valuation policy for use by each Fund and its Valuation Designee (as defined below) in calculating each of the Fund’s NAV. Pursuant to Rule 2a-5 under the 1940 Act, the Board has designated the Funds’ Adviser as the “Valuation Designee” to perform all of the fair value determinations as well as to perform all of the responsibilities that may be performed by the Valuation Designee in accordance with Rule 2a-5, subject to the Board’s oversight. The Adviser, as Valuation Designee is, authorized to make all necessary determinations of the fair values of portfolio securities and other assets for which market quotations are not readily available or if it is deemed that the prices obtained from brokers and dealers or independent pricing services are unreliable.
The Trust Rule 18f-4 Compliance Policy (“Trust Policy”) governs the use of derivatives by the Funds. The Trust Policy imposes limits on the amount of derivatives a fund can enter into, eliminates the asset segregation framework currently used by a fund to comply with Section 18 of the 1940 Act, treats derivatives as senior securities and requires funds whose use of derivatives is more than a limited specified exposure amount to establish and maintain a comprehensive derivatives risk management program and appoint a derivatives risk manager. The Bitcoin Strategy ETF is considered a full derivatives user and Bitcoin Miners ETF is considered a limited derivatives user under the Trust Policy. Therefore, Bitcoin Miners ETF is required to limit its derivatives exposure to no more than 10% of the Fund’s net assets. For the year ended September 30, 2023, the Bitcoin Miners ETF did not enter into derivative transactions.
Fair Valuation Measurement: FASB established a framework for measuring fair value in accordance with GAAP. Under FASB ASC Topic 820, Fair Value Measurement, various inputs are used in determining the value of each Fund’s investments. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. The three levels of inputs of the fair value hierarchy are defined as follows:
Level 1 — Unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2 — Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar securities, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.
Level 3 — Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available; representing the Fund’s own assumptions about the assumptions a market participant would use in valuing the asset or liability and would be based on the best information available.
A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.
VALKYRIE ETF TRUST II
NOTES TO FINANCIAL STATEMENTS
September 30, 2023
The following is a summary of the inputs used to value the Funds’ investments as of September 30, 2023:
| Bitcoin Strategy ETF | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Fixed Income | ||||||||||||||||
| U.S. Treasury Bill | $ | — | $ | 14,858,474 | $ | — | $ | 14,858,474 | ||||||||
| Money Market Fund | ||||||||||||||||
| Money Market Fund | 17,166,438 | — | — | 17,166,438 | ||||||||||||
| Total Investments in Securities | $ | 17,166,438 | $ | 14,858,474 | $ | — | $ | 32,024,912 | ||||||||
| Other Financial Instruments | ||||||||||||||||
| Assets* | ||||||||||||||||
| Futures Contracts | ||||||||||||||||
| Long | $ | 200,457 | $ | — | $ | — | $ | 200,457 | ||||||||
| Liabilities | ||||||||||||||||
| Reverse Repurchase Agreement | — | (14,550,000 | ) | — | (14,550,000 | ) | ||||||||||
| Total Other Financial Instruments | $ | 200,457 | $ | (14,550,000 | ) | $ | — | $ | (14,349,543 | ) | ||||||
*The fair value of the futures contracts represents the net unrealized appreciation at September 30, 2023.
Bitcoin Miners ETF
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Total Common Stocks | $ | 13,212,830 | $ | — | $ | — | $ | 13,212,830 | ||||||||
| Total Investments in Securities | $ | 13,212,830 | $ | — | $ | — | $ | 13,212,830 | ||||||||
Refer to the Funds’ schedules of investments for a detailed break-out of securities.
4. DERIVATIVE AND OTHER FINANCIAL INSTRUMENTS
The Bitcoin Strategy ETF has adopted the financial accounting reporting rules as required by the Derivatives and Hedging Topic of the FASB Accounting Standards Codification. The Fund is required to include enhanced disclosure that enables investors to understand how and why an entity uses derivatives, how derivatives are accounted for, and how derivative instruments affect an entity’s results of operations and financial position.
A futures contract is an agreement between two parties to buy and sell a financial instrument to set a price on a future date. During the period the futures contract is open, changes in the value of the contract are recognized as unrealized gains or losses by “marking-to-market” on a daily basis to reflect the market value of the futures contract at the end of each day’s trading. When the contract is closed, the Fund records a realized gain or loss equal to the difference between the proceeds from (or cost of) the closing transaction and the Fund’s basis in the futures contract. The Fund is at risk that it may not be able to close out a transaction because of an illiquid market.
During the year ended September 30, 2023, the Fund utilized derivatives to provide indirect exposure to the bitcoin underlying the futures contracts.
VALKYRIE ETF TRUST II
NOTES TO FINANCIAL STATEMENTS
September 30, 2023
The following table presents the types of derivatives held by the subsidiary, Bitcoin CFC, at September 30, 2023, the primary underlying risk exposure and the location of these instruments as presented on the consolidated Statement of Assets and Liabilities.
| Asset Derivatives | ||||||||
Derivative Instrument | Risk Exposure | Consolidated Statement of Assets and Liabilities Location | Value | |||||
| Futures contracts | Commodity risk | Unrealized appreciation on futures contracts* | $ | 314,500 | ||||
| Futures contracts | Commodity risk | Unrealized depreciation on futures contracts* | (114,043 | ) | ||||
*Includes cumulative appreciation and depreciation on futures contracts as reported on the consolidated schedule of open futures contracts. Only the current day’s variation margin is presented on the consolidated Statement of Assets and Liabilities.
The effect of derivative instruments on the Bitcoin Strategy ETF’s consolidated Statement of Operations for the year ended September 30, 2023 is as follows:
Consolidated Statement of Operations Location
Commodity Risk Exposure
| Net realized gain on futures contracts | $ | 6,673,129 | ||
| Net change in unrealized appreciation on futures contracts | 105,201 |
During the year ended September 30, 2023, the average notional value of futures contracts was $25,831,235.
The Fund does not have the right to offset financial assets and liabilities related to futures contracts on the consolidated Statement of Assets and Liabilities.
5. BORROWINGS
On March 16, 2023, a supplement to the prospectus was filed that allows the Bitcoin Strategy ETF to enter into reverse repurchase agreements effective March 31, 2023. A reverse repurchase agreement is the sale by the Fund of a security to a party for a specified price, with the simultaneous agreement by the Fund to repurchase that security from that party on a future date at a higher price. Proceeds from securities sold under reverse repurchase agreements are reflected as a liability on the consolidated Statement of Assets and Liabilities. Interest payments made are recorded as a component of interest expense on the consolidated Statement of Operations. Reverse repurchase agreements involve the risk that the counterparty will become subject to bankruptcy or other insolvency proceedings or fail to return a security to the Fund. In such situations, the Fund may incur losses as a result of a possible decline in the value of the underlying security during the period while the Fund seeks to enforce their rights, a possible lack of access to income on the underlying security during this period, or expenses of enforcing its rights.
The following reverse repurchase agreements were outstanding at September 30, 2023:
| Counterparty | Borrowing Rate | Borrowing Date | Maturity Date* | Net Closing Amount | Amount Borrowed | |||||
| StoneX Financial Inc. | 6.00% | 9/29/2023 | 10/2/2023 | $14,557,275 | $14,550,000 |
*Weighted average maturity is 2 days.
VALKYRIE ETF TRUST II
NOTES TO FINANCIAL STATEMENTS
September 30, 2023
During the year ended September 30, 2023, the Bitcoin Strategy ETF had outstanding reverse repurchase agreements as follows:
Period Held | Borrowing Rate | Outstanding Amount | ||
| 3/31/23 – 4/2/23 | 5.25% | $12,675,000 | ||
| 6/30/23 – 7/2/23 | 5.50% | $12,675,000 | ||
| 9/29/23 – 10/1/23 | 6.00% | $14,550,000 |
The Fund incurred interest expense of $16,206.
The following is a summary of the reverse repurchase agreements by type of collateral and the remaining contractual maturity of the agreements:
Reverse Agreements | Overnight | Up to 30 Days | 30 – 90 Days | Greater 90 Days | Total | |||||
| U.S. Treasury Bills | $ — | $ — | $14,858,474 | $ — | $14,858,474 |
A reverse repurchase agreement, although structured as a sale and repurchase obligation, acts as a financing transaction under which the Fund will effectively pledge certain assets as collateral to secure a short-term loan. Generally, the other party to the agreement makes the loan in an amount less than the fair value of the pledged collateral. At the maturity of the reverse repurchase agreement, the Fund is required to repay the loan and interest and correspondingly receive back its collateral. While used as collateral, the pledged assets continue to pay principal and interest which are for the benefit of the Fund.
Below is the gross and net information about instruments and transactions eligible for offset in the consolidated Statement of Assets and Liabilities as well as instruments and transactions subject to an agreement similar to a master netting arrangement.
| Collateral | ||||||
Gross Amounts of Recognized Liabilities | Gross Amounts Offset in Consolidated Statement of Assets and Liabilities | Net Amounts of Liabilities Presented in Consolidated Statement of Assets and Liabilities | Non-Cash Collateral (Pledged) Received* | Cash Collateral Pledged (Received)* | Net Amount
| |
Reverse Repurchase Agreements | $14,550,000 | $— | $14,550,000 | $(14,550,000) | $— | $— |
| *Excess of collateral pledged to the individual counterparty is not shown for financial statement purposes. | ||||||
Reverse repurchase transactions are entered into by the Fund under Maser Repurchase Agreements (“MRA”) which permit the Fund, under certain circumstances, including an event of default of the Fund (such as bankruptcy or insolvency), to offset payables under the MRA with collateral held with the counterparty and create one single net payment from the Fund. Upon a bankruptcy or insolvency of the MRA counterparty, the Fund is considered an unsecured creditor with respect to excess collateral and, as such, the return of excess collateral may be delayed. In the event the buyer of securities (i.e. the MRA counterparty) under a MRA files for bankruptcy or becomes insolvent, the Fund’s use of the proceeds of the agreement may be restricted while the other party, or its trustee or receiver, determines whether or not to enforce the Fund’s obligation to repurchase the securities.
VALKYRIE ETF TRUST II
NOTES TO FINANCIAL STATEMENTS
September 30, 2023
6. OTHER RELATED PARTY TRANSACTIONS
Valkyrie serves as the investment adviser to the Funds. Pursuant to an investment advisory agreement between the Trust, on behalf of the Funds, and the Adviser, the Adviser provides investment advice to the Funds and oversees the day-to-day operations of the Funds, subject to the direction and control of the Board and the officers of the Trust. The Adviser administers the Funds’ business affairs, provides office facilities and equipment and certain clerical, bookkeeping and administrative services. The Adviser bears the costs of all advisory and non-advisory services required to operate the Funds, including payment of Trustee compensation, in exchange for a single unitary management fee. For services provided to the Funds, the Bitcoin Strategy ETF pays the Adviser an annual rate of 0.95% and Bitcoin Miners ETF pays the Adviser an annual rate of 0.75% based on the Funds’ respective average daily net assets. Certain officers and a Trustee of the Trust are affiliated with the Adviser and are not paid any fees by the Funds for serving in such capacities. Notwithstanding the forgoing, the Adviser has agreed to pay certain futures commission merchant fees incurred by the Bitcoin Strategy ETF through September 30, 2023. The Adviser cannot recoup the reimbursed fees.
The Adviser has overall responsibility for overseeing the investment of the Funds’ assets, managing the Funds’ business affairs and providing certain clerical, bookkeeping and other administrative services for the Trust. Vident Advisory, LLC’s (“Vident” or “the Sub-Adviser”) acts as the Sub-Adviser to the Funds. The Sub-Adviser has responsibility to make day-to-day investment decisions for the Funds and selects broker-dealers for executing portfolio transactions, subject to the Sub-Adviser’s best execution obligations and the Trust’s and the Sub-Adviser’s brokerage policies. For the services it provides to the Funds, the Sub-Adviser is compensated by the Adviser from the management fees paid by the Funds to the Adviser.
7. SERVICE, CUSTODY AND DISTRIBUTION AGREEMENTS
U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services (“Fund Services”), an indirect subsidiary of U.S. Bancorp, serves as the Funds’ fund accountant, administrator and transfer agent pursuant to certain fund accounting, fund administration and transfer agent servicing agreements. U.S. Bank National Association (“USB”), a subsidiary of U.S. Bancorp and parent company of Fund Services, serves as the Funds’ custodian pursuant to a custody agreement. The services provided by Fund Services and USB are paid by the Adviser from the unitary fee received from the Funds. ALPS Distributors, Inc. serves as the Funds’ distributor pursuant to a distribution agreement.
8. INVESTMENT TRANSACTIONS
For the year ended September 30, 2023, the cost of purchases and proceeds from sales of securities by each Fund, excluding short-term securities, derivative transactions, and in-kind transactions, were as follows:
| Purchases | Sales | ||
| Bitcoin Strategy ETF | — | — | |
| Bitcoin Miners ETF | $6,302,211 | $6,667,062 |
For the year ended September 30, 2023, the cost of purchases and the proceeds of sales from in-kind transactions associated with creations and redemptions were as follows:
| Purchases | Sales | ||
| Bitcoin Strategy ETF | — | — | |
| Bitcoin Miners ETF | $15,525,572 | $1,302,680 |
VALKYRIE ETF TRUST II
NOTES TO FINANCIAL STATEMENTS
September 30, 2023
For the year ended September 30, 2023, there were no long-term purchases or sales of U.S. government securities in the Funds.
A Fund will realize net capital gains resulting from in-kind redemptions, when shareholders exchange Fund shares for securities held by a Fund rather than for cash. Because such gains are not taxable to the Fund, and are not distributed to shareholders, they would be reclassified from total distributable earnings (accumulated losses) to paid in-capital. The amount of realized gains and losses from in-kind redemptions included in realized gain/(loss) on investments in the Statement of Operations is as follows:
Year Ended September 30, 2023 | ||||||||
Realized Gains | Realized Losses | |||||||
| Bitcoin Strategy ETF | $ | — | $ | — | ||||
| Bitcoin Miners ETF | 802,965 | (107 | ) | |||||
9. INCOME TAX INFORMATION
As of September 30, 2023, the components of accumulated earnings/(losses) on a tax basis were as follows:
Bitcoin Strategy ETF | Bitcoin Miners ETF | |||||||
| Cost of investments (a) | $ | 32,023,425 | $ | 18,564,335 | ||||
| Gross unrealized appreciation | 1,487 | 1,120,315 | ||||||
| Gross unrealized depreciation | — | (6,471,820 | ) | |||||
Net unrealized appreciation/(depreciation) | 1,487 | (5,351,505 | ) | |||||
| Undistributed ordinary income | 4,718,690 | 155,410 | ||||||
| Other accumulated gain/(loss) | 187,051 | (4,152,875 | ) | |||||
| Total accumulated gain/(loss) | $ | 4,907,228 | $ | (9,348,970 | ) | |||
| (a) | The Bitcoin Strategy ETF book-basis and tax-basis cost is the same. The difference between the book-basis and tax-basis cost is attributable to wash sales and passive foreign investment company adjustments in the Bitcoin Miners ETF. |
At September 30, 2023, the Funds had the following capital loss carryforwards which can be carried forward indefinitely:
| Short-Term | Long-Term | Total | ||||||||||
| Bitcoin Strategy ETF | $ | 13,406 | $ | — | $ | 13,406 | ||||||
| Bitcoin Miners ETF | 3,708,148 | 444,727 | 4,152,875 | |||||||||
The tax character of distributions paid during the year ended September 30, 2023, was as follows:
| Year Ended September 30, 2023 | |
| Bitcoin Strategy ETF | |
| Ordinary income | $ 499,065 |
| Long-term capital gains | — |
VALKYRIE ETF TRUST II
NOTES TO FINANCIAL STATEMENTS
September 30, 2023
Bitcoin Miners ETF did not make distributions during the year September 30, 2023.
10. SUBSEQUENT EVENTS
Effective October 3, 2023, the principal investment strategies of Bitcoin Strategy ETF were changed to include managed exposure to a combination of exchange-traded futures contracts on bitcoin and ether. In addition, on October 3, 2023, the Fund’s name changed to Valkyrie Bitcoin and Ether Strategy ETF. The Fund continues to trade on the Nasdaq Stock Market LLC under the ticker symbol “BTF”.
Effective as of September 30, 2023, the Bitcoin Strategy ETF will pay for any costs and trading expenses charged by the futures commission merchants.
On November 22, 2023, a special meeting of shareholders was held for the purpose of approving a new investment sub-advisory agreement between the Adviser, the Sub-Adviser and the Funds (the “Proposal”). All Fund shareholders of record at the close of business on October 4, 2023 (the “Record Date”), were entitled to vote. The meeting was adjourned with no vote taken.
11. PRINCIPAL RISKS
Below is a summary of some, but not all, of the principal risks of investing in the Funds, each of which may adversely affect a Fund’s net asset value and total return. The Funds’ most recent prospectus provides further descriptions of each Fund’s investment objective, principal investment strategies and principal risks.
Bitcoin Strategy ETF
Bitcoin Investing Risk. The Fund is indirectly exposed to the risks of investing in bitcoin through its investments in bitcoin futures. Bitcoin is a new and highly speculative investment. Refer to the Fund’s prospectus for additional risks associated with bitcoin.
Market Risk. The prices of bitcoin and bitcoin futures have historically been highly volatile. The value of the Fund’s investments in bitcoin futures and other instruments that provide exposure to bitcoin and bitcoin futures – and therefore the value of an investment in the Fund – could decline significantly and without warning, including to zero. If you are not prepared to accept significant and unexpected changes in the value of the Fund and the possibility that you could lose your entire investment in the Fund you should not invest in the Fund.
Futures Contracts Risk. Risks of futures contracts include: (i) an imperfect correlation between the value of the futures contract and the underlying asset; (ii) possible lack of a liquid secondary market; (iii) the inability to close a futures contract when desired; (iv) losses caused by unanticipated market movements, which may be unlimited; (v) an obligation for the Fund to make daily cash payments to maintain its required margin, particularly at times when the Fund may have insufficient cash; and (vi) unfavorable execution prices from rapid selling. Unlike equities, which typically entitle the holder to a continuing stake in a corporation, futures contracts normally specify a certain date for settlement in cash based on the reference asset. As the futures contracts approach expiration, they may be replaced by similar contracts that have a later expiration. This process is referred to as “rolling.” If the market for these contracts is in “contango,” meaning that the prices of futures contracts in the nearer months are lower than the price of contracts in the distant months, the sale of the near-term month contract would be at a lower price than the longer-term contract, resulting in a cost to “roll” the futures contract. The actual realization of a potential roll cost will be dependent upon the difference in price of the near and distant contract. The costs associated with rolling bitcoin futures typically are substantially higher than the costs associated with other futures contracts and may have a significant adverse impact on the performance of the Fund. Because the margin requirement for futures contracts is less than the value of the assets underlying the futures contract, futures trading involves a degree of leverage. As a result, a relatively small price movement in a futures contract may result in immediate and substantial loss, as well as gain, to the investor. For example, if at the time of purchase, 40% of the value of the futures contract is deposited as margin, a subsequent 20% decrease in the value of the futures contract would result in a loss of half of the margin deposit, before any deduction for the transaction costs, if the account were then closed out. A decrease in excess of 40% would result in a loss exceeding the original margin deposit, if the futures contract were closed out. Thus, a purchase or sale of a futures contract may result in losses in excess of the amount initially invested in the futures contract. However, the Fund would presumably have sustained comparable losses if, instead of investing in the futures contract, it had invested in the underlying financial instrument and sold it after the decline.
VALKYRIE ETF TRUST II
NOTES TO FINANCIAL STATEMENTS
September 30, 2023
Bitcoin Futures Risk. In addition to the risks of futures contracts generally, the market for bitcoin futures contracts has additional unique risks. The market for bitcoin futures may be less developed, less liquid and more volatile than more established futures markets. While the bitcoin futures market has grown substantially since bitcoin futures commenced trading, there can be no assurance that this growth will continue. Bitcoin futures are subject to collateral requirements and daily limits may impact the Fund’s ability to achieve the desired exposure. If the Fund is unable to meet its investment objective, the Fund’s returns may be lower than expected. Additionally, these collateral requirements may require the Fund to liquidate its position when it otherwise would not do so.
Investment Strategy Risk. The Fund, through the Subsidiary, invests in bitcoin futures contracts. The Fund does not invest directly in or hold bitcoin. The price of bitcoin futures may differ, sometimes significantly, from the current cash price of bitcoin, which is sometimes referred to as the “spot” price of bitcoin. Consequently, the performance of the Fund is likely to perform differently from the spot price of bitcoin.
Liquidity Risk. The market for the bitcoin futures contracts is still developing and may be subject to periods of illiquidity. During such times it may be difficult or impossible to buy or sell a position at the desired price. Market disruptions or volatility can also make it difficult to find a counterparty willing to transact at a reasonable price and sufficient size. Illiquid markets may cause losses, which could be significant. The large size of the positions which the Fund may acquire increases the risk of illiquidity, may make its positions more difficult to liquidate, and increase the losses incurred while trying to do so.
Valuation Risk. The Fund or the Subsidiary may hold securities or other assets that may be valued on the basis of factors other than market quotations. This may occur because the asset or security does not trade on a centralized exchange, or in times of market turmoil or reduced liquidity. There are multiple methods that can be used to value a portfolio holding when market quotations are not readily available. The value established for any portfolio holding at a point in time might differ from what would be produced using a different methodology or if it had been priced using market quotations. Portfolio holdings that are valued using techniques other than market quotations, including “fair valued” assets or securities, may be subject to greater fluctuation in their valuations from one day to the next than if market quotations were used. In addition, there is no assurance that the Fund or the Subsidiary could sell or close out a portfolio position for the value established for it at any time, and it is possible that the Fund or the Subsidiary would incur a loss because a portfolio position is sold or closed out at a discount to the valuation established by the Fund or the Subsidiary at that time. The Fund’s ability to value investments may be impacted by technological issues or errors by pricing services or other third-party service providers.
Collateral Investments Risk. The Fund’s use of Collateral Investments may include obligations issued or guaranteed by the U.S. Government, its agencies and instrumentalities, including bills, notes and bonds issued by the U.S. Treasury, money market funds and corporate debt securities, such as commercial paper.
Some securities issued or guaranteed by federal agencies and U.S. Government-sponsored instrumentalities may not be backed by the full faith and credit of the United States, in which case the investor must look principally to the agency or instrumentality issuing or guaranteeing the security for ultimate repayment, and may not be able to assert a claim against the United States itself in the event that the agency or instrumentality does not meet its commitment. The U.S. Government, its agencies and instrumentalities do not guarantee the market value of their securities, and consequently, the value of such securities may fluctuate. Although the Fund may hold securities that carry U.S. Government guarantees, these guarantees do not extend to shares of the Fund.
VALKYRIE ETF TRUST II
NOTES TO FINANCIAL STATEMENTS
September 30, 2023
Money market funds are subject to management fees and other expenses. Therefore, investments in money market funds will cause the Fund to bear indirectly a proportional share of the fees and costs of the money market funds in which it invests. At the same time, the Fund will continue to pay its own management fees and expenses with respect to all of its assets, including any portion invested in the shares of the money market fund. It is possible to lose money by investing in money market funds.
Corporate debt securities such as commercial paper generally are short-term unsecured promissory notes issued by businesses. Corporate debt may carry variable or floating rates of interest. Corporate debt securities carry both credit risk and interest rate risk. Credit risk is the risk that the Fund could lose money if the issuer of a corporate debt security is unable to pay interest or repay principal when it is due.
Reverse Repurchase Agreements Risk. The Fund may invest in reverse repurchase agreements. Reverse repurchase agreements are transactions in which the Fund sells portfolio securities to financial institutions such as banks and broker-dealers, and agrees to repurchase them at a mutually agreed-upon date and price which is higher than the original sale price. Reverse repurchase agreements are a form of leverage and the use of reverse repurchase agreements by the Fund may increase the Fund’s volatility. The Fund incurs costs, including interest expenses, in connection with the opening and closing of reverse repurchase agreements that will be borne by the shareholders.
Reverse repurchase agreements are also subject to the risk that the other party to the reverse repurchase agreement will be unable or unwilling to complete the transaction as scheduled, which may result in losses to the Fund. In situations where the Fund is required to post collateral with a counterparty, the counterparty may fail to segregate the collateral or may commingle the collateral with the counterparty’s own assets. As a result, in the event of the counterparty’s bankruptcy or insolvency, the Fund’s collateral may be subject to the conflicting claims of the counterparty’s creditors, and the Fund may be exposed to the risk of a court treating the Fund as a general unsecured creditor of the counterparty, rather than as the owner of the collateral. There can be no assurance that a counterparty will not default and that the Fund will not sustain a loss on a transaction as a result.
Reverse repurchase agreements also involve the risk that the market value of the securities sold by the Fund may decline below the price at which it is obligated to repurchase the securities. In addition, when the Fund invests the proceeds it receives in a reverse repurchase transaction, there is a risk that those investments may decline in value. In this circumstance, the Fund could be required to sell other investments in order to meet its obligations to repurchase the securities.
Debt Securities Risk. Investments in debt securities subject the holder to the credit risk of the issuer. Credit risk refers to the possibility that the issuer or other obligor of a security will not be able or willing to make payments of interest and principal when due. Generally, the value of debt securities will change inversely with changes in interest rates. To the extent that interest rates rise, certain underlying obligations may be paid off substantially slower than originally anticipated and the value of those securities may fall sharply. During periods of falling interest rates, the income received by the Fund may decline. If the principal on a debt security is prepaid before expected, the prepayments of principal may have to be reinvested in obligations paying interest at lower rates. Debt securities generally do not trade on a securities exchange making them generally less liquid and more difficult to value than common stock.
Tax Risk. The Fund intends to elect and to qualify each year to be treated as a RIC under Subchapter M of the Code. As a RIC, the Fund will not be subject to U.S. federal income tax on the portion of its net investment income and net capital gain that it distributes to Shareholders, provided that it satisfies certain requirements of the Code. If the Fund does not qualify as a RIC for any taxable year and certain relief provisions are not available, the Fund’s taxable income will be subject to tax at the Fund level and to a further tax at the shareholder level when such income is distributed.
VALKYRIE ETF TRUST II
NOTES TO FINANCIAL STATEMENTS
September 30, 2023
Additionally, buying securities shortly before the record date for a taxable dividend or capital gain distribution is commonly known as “buying the dividend.” In the event a shareholder purchases Shares shortly before such a distribution, the entire distribution may be taxable to the shareholder even though a portion of the distribution effectively represents a return of the purchase price. To comply with the asset diversification test applicable to a RIC, the Fund will limit its investments in the Subsidiary to 25% of the Fund’s total assets at the end of each quarter. The investment strategy of the Fund may cause the Fund to hold more than 25% of the Fund’s total assets in investments in the Subsidiary the majority of the time. The Fund intends to manage the exposure to the Subsidiary so that the Fund’s investments in the Subsidiary do not exceed 25% of the total assets at the end of any quarter. If the Fund’s investments in the Subsidiary were to exceed 25% of the Fund’s total assets at the end of a tax quarter, the Fund, generally, has a grace period to cure such lack of compliance. If the Fund fails to timely cure, it may no longer be eligible to be treated as a RIC.
Because bitcoin futures contracts produce non-qualifying income for purposes of qualifying as a RIC, the Fund makes its investments in bitcoin futures contracts through the Subsidiary. The Fund intends to treat any income it may derive from the futures contracts received by the Subsidiary as “qualifying income” under the provisions of the Code applicable to RICs. The Internal Revenue Service (the “IRS”) has issued numerous Private Letter Rulings (“PLRs”) provided to third parties not associated with the Fund or its affiliates (which only those parties may rely on as precedent) concluding that similar arrangements resulted in qualifying income. Many of such PLRs have now been revoked by the IRS. In March of 2019, the Internal Revenue Service published Regulations that concluded that income from a corporation similar to the Subsidiary would be qualifying income, if the income is related to the Fund’s business of investing in stocks or securities. Although the Regulations do not require distributions from the Subsidiary, the Fund intends to cause the Subsidiary to make distributions that would allow the Fund to make timely distributions to its shareholders. The Fund generally will be required to include in its own taxable income the income of the Subsidiary for a tax year, regardless of whether the Fund receives a distribution of the Subsidiary’s income in that tax year, and this income would nevertheless be subject to the distribution requirement for qualification as a regulated investment company and would be taken into account for purposes of the 4% excise tax.
If, in any year, the Fund were to fail to qualify for the special tax treatment accorded a RIC and its shareholders, and were ineligible to or were not to cure such failure, the Fund would be taxed in the same manner as an ordinary corporation subject to U.S. federal income tax on all its income at the fund level. The resulting taxes could substantially reduce the Fund’s net assets and the amount of income available for distribution. In addition, in order to requalify for taxation as a RIC, the Fund could be required to recognize unrealized gains, pay substantial taxes and interest, and make certain distributions.
Subsidiary Investment Risk. Changes in the laws of the United States and/or the Cayman Islands, under which the Fund and the Subsidiary are organized, respectively, could result in the inability of the Fund to operate as intended and could negatively affect the Fund and its shareholders. The Subsidiary is not registered under the 1940 Act and is not subject to all the investor protections of the 1940 Act. However, as the Subsidiary is wholly-owned by the Fund, and the investors of the Fund will have the investor protections of the 1940 Act, the Fund as a whole—including the Subsidiary—will provide investors with 1940 protections.
Target Exposure and Rebalancing Risks. The Fund will normally seek to maintain notional exposure to bitcoin equal to 100% of the net assets of the Fund. However, in order to comply with certain tax qualification tests at the end of each tax quarter, the Fund may reduce its exposure to bitcoin futures contracts on or about such dates. If the value of bitcoin futures contracts rises during such periods that the Fund has reduced its exposure, the performance of the Fund will be less than it would have been had the Fund maintained is exposure through such period.
Commodity Regulatory Risk. The Fund’s use of commodity futures subject to regulation by the CFTC has caused the Fund to be classified as a “commodity pool” and this designation requires that the Fund comply with CFTC rules, which may impose additional regulatory requirements and compliance obligations. The Fund’s investment decisions may need to be modified, and commodity contract positions held by the Fund may have to be liquidated at disadvantageous times or prices, to avoid exceeding any applicable position limits established by the CFTC, potentially subjecting the Fund to substantial losses. The regulation of commodity transactions in the United States is subject to ongoing modification by government, self-regulatory and judicial action. The effect of any future regulatory change with respect to any aspect of the Fund is impossible to predict but could be substantial and adverse to the Fund.
VALKYRIE ETF TRUST II
NOTES TO FINANCIAL STATEMENTS
September 30, 2023
Volatility Risk. Volatility is the characteristic of a security or other asset, an index or a market to fluctuate significantly in price within a short time period. The prices of bitcoin and bitcoin futures have historically been highly volatile. The value of the Fund’s investments in bitcoin futures – and therefore the value of an investment in the Fund – could decline significantly and without warning, including to zero. If you are not prepared to accept significant and unexpected changes in the value of the Fund and the possibility that you could lose your entire investment in the Fund, you should not invest in the Fund.
Asset Concentration Risk. Since the Fund may take concentrated positions in certain securities, the Fund’s performance may be hurt disproportionately and significantly by the poor performance of those positions to which it has significant exposure. Asset concentration makes the Fund more susceptible to any single occurrence affecting the underlying positions and may subject the Fund to greater market risk than more diversified funds.
Interest Rate Risk. Interest rate risk is the risk that the value of the debt securities in the Fund’s portfolio will decline because of rising market interest rates. Interest rate risk is generally lower for shorter term debt securities and higher for longer-term debt securities. The Fund may be subject to a greater risk of rising interest rates than would normally be the case due to the current period of historically low rates and the effect of potential government fiscal policy initiatives and resulting market reaction to those initiatives. Duration is a reasonably accurate measure of a debt security’s price sensitivity to changes in interest rates and a common measure of interest rate risk. Duration measures a debt security’s expected life on a present value basis, taking into account the debt security’s yield, interest payments and final maturity. In general, duration represents the expected percentage change in the value of a security for an immediate 1% change in interest rates. For example, the price of a debt security with a three-year duration would be expected to drop by approximately 3% in response to a 1% increase in interest rates. Therefore, prices of debt securities with shorter durations tend to be less sensitive to interest rate changes than debt securities with longer durations. As the value of a debt security changes over time, so will its duration.
Cash Transaction Risk. Most ETFs generally make in-kind redemptions to avoid being taxed at the fund level on gains on the distributed portfolio securities. However, unlike most ETFs, the Fund currently intends to effect some or all redemptions for cash, rather than in-kind, because of the nature of the Fund’s investments. The Fund may be required to sell portfolio securities to obtain the cash needed to distribute redemption proceeds, which involves transaction costs that the Fund may not have incurred had it effected redemptions entirely in kind. These costs may include brokerage costs and/or taxable gains or losses, which may be imposed on the Fund and decrease the Fund’s NAV to the extent such costs are not offset by a transaction fee payable to an AP. If the Fund recognizes gain on these sales, this generally will cause the Fund to recognize gain it might not otherwise have recognized if it were to distribute portfolio securities in-kind, or to recognize such gain sooner than would otherwise be required. This may decrease the tax efficiency of the Fund compared to ETFs that utilize an in-kind redemption process, and there may be a substantial difference in the after-tax rate of return between the Fund and other ETFs.
Clearing Broker Risk. The Fund’s investments in exchange-traded futures contracts expose it to the risks of a clearing broker (or a futures commission merchant (“FCM”)). Under current regulations, a clearing broker or FCM maintains customers’ assets in a bulk segregated account. There is a risk that Fund assets deposited with the clearing broker to serve as margin may be used to satisfy the broker’s own obligations or the losses of the broker’s other clients. In the event of default, the Fund could experience lengthy delays in recovering some or all of its assets and may not see any recovery at all. Furthermore, the Fund is subject to the risk that no FCM is willing or able to clear the Fund’s transactions or maintain the Fund’s assets. If the Fund’s FCMs are unable or unwilling to clear the Fund’s transactions, or if the FCM refuses to maintain the Fund’s assets, the Fund will be unable have its orders for bitcoin futures contracts fulfilled or assets custodied. In such a circumstance, the performance of the Fund will likely deviate from the performance of bitcoin and may result in the proportion of bitcoin futures contracts in the Fund’s portfolio relative to the total assets of the Fund to decrease.
VALKYRIE ETF TRUST II
NOTES TO FINANCIAL STATEMENTS
September 30, 2023
Investment Capacity Risk. If the Fund’s ability to obtain exposure to bitcoin futures contracts consistent with its investment objective is disrupted for any reason, including but not limited to, limited liquidity in the bitcoin futures market, a disruption to the bitcoin futures market, or as a result of margin requirements or position limits imposed by the Fund’s FCMs, the CME, or the CFTC, the Fund would not be able to achieve its investment objective and may experience significant losses.
Cyber Security Risk. The Fund is susceptible to operational risks through breaches in cyber security. A breach in cyber security refers to both intentional and unintentional events that may cause the Fund to lose proprietary information, suffer data corruption or lose operational capacity. Such events could cause the Fund to incur regulatory penalties, reputational damage, additional compliance costs associated with corrective measures and/or financial loss. Cyber security breaches may involve unauthorized access to the Fund’s digital information systems through “hacking” or malicious software coding but may also result from outside attacks such as denial-of-service attacks through efforts to make network services unavailable to intended users. In addition, cyber security breaches of the Fund’s third-party service providers, such as its administrator, transfer agent, custodian, or sub-advisor, as applicable, or issuers in which the Fund invests, can also subject the Fund to many of the same risks associated with direct cyber security breaches. While the Fund has established business continuity plans and risk management systems designed to reduce the risks associated with cyber security, there are inherent limitations in such plans and systems. Additionally, there is no guarantee that such efforts will succeed, especially because the Fund does not directly control the cyber security systems of issuers or third-party service providers.
Authorized Participant Concentration Risk. Only an authorized participant may engage in creation or redemption transactions directly with the Fund. The Fund has a limited number of institutions that act as authorized participants on an agency basis (i.e. on behalf of other market participants). To the extent that these institutions exit the business or are unable to proceed with creation and/or redemption orders with respect to the Fund and no other authorized participant is able to step forward to create or redeem, in either of these cases, Shares may trade at a discount to the Fund’s net asset value and possibly face delisting.
Frequent Trading Risk. The Fund regularly purchases and subsequently sells (i.e., “rolls”) individual futures contracts throughout the year so as to maintain a fully invested position. As the contracts near their expiration dates, the Fund rolls them over into new contracts. This frequent trading of contracts may increase the amount of commissions or mark-ups to broker-dealers that the Fund pays when it buys and sells contracts, which may detract from the Fund’s performance. High portfolio turnover may result in the Fund paying higher levels of transaction costs and may generate greater tax liabilities for shareholders. Frequent trading risk may cause the Fund’s performance to be less than expected.
Active Management Risk. The Fund is actively managed and its performance reflects investment decisions that the Sub-Adviser and Adviser make for the Fund. Such judgments about the Fund’s investments may prove to be incorrect. If the investments selected and the strategies employed by the Fund fail to produce the intended results, the Fund could underperform as compared to other funds with similar investment objectives and/or strategies, or could have negative returns.
Active Market Risk. Although the Shares are listed for trading on the Exchange, there can be no assurance that an active trading market for the Shares will develop or be maintained. Shares trade on the Exchange at market prices that may be below, at or above the Fund’s net asset value. Securities, including the Shares, are subject to market fluctuations and liquidity constraints that may be caused by such factors as economic, political, or regulatory developments, changes in interest rates, and/or perceived trends in securities prices. Shares of the Fund could decline in value or underperform other investments.
VALKYRIE ETF TRUST II
NOTES TO FINANCIAL STATEMENTS
September 30, 2023
Premium/Discount Risk. The market price of the Fund’s Shares will generally fluctuate in accordance with changes in the Fund’s net asset value as well as the relative supply of and demand for Shares on the Exchange. The Fund’s market price may deviate from the value of the Fund’s underlying portfolio holdings, particularly in time of market stress, with the result that investors may pay more or receive less than the underlying value of the Fund shares bought or sold. The Adviser and Sub-Adviser cannot predict whether Shares will trade below, at or above their net asset value because the Shares trade on the Exchange at market prices and not at net asset value. Price differences may be due, in large part, to the fact that supply and demand forces at work in the secondary trading market for Shares will be closely related, but not identical, to the same forces influencing the prices of the holdings of the Fund trading individually or in the aggregate at any point in time. However, given that Shares can only be purchased and redeemed in Creation Units, and only to and from broker-dealers and large institutional investors that have entered into participation agreements (unlike shares of closed-end funds, which frequently trade at appreciable discounts from, and sometimes at premiums to, their net asset value), the Adviser and Sub-Adviser believe that large discounts or premiums to the net asset value of Shares should not be sustained. During stressed market conditions, the market for the Fund’s Shares may become less liquid in response to deteriorating liquidity in the market for the Fund’s underlying portfolio holdings, which could in turn lead to differences between the market price of the Fund’s Shares and their net asset value. This can be reflected as a spread between the bid and ask prices for the Fund quoted during the day or a premium or discount in the closing price from the Fund’s NAV.
Operational Risk. The Fund is exposed to operational risks arising from a number of factors, including, but not limited to, human error, processing and communication errors, errors of the Fund’s service providers, counterparties or other third-parties, failed or inadequate processes and technology or systems failures. The Fund, Adviser and Sub-Adviser seek to reduce these operational risks through controls and procedures. However, these measures do not address every possible risk and may be inadequate to address these risks.
Credit Risk. An issuer or other obligated party of a debt security may be unable or unwilling to make dividend, interest and/or principal payments when due. In addition, the value of a debt security may decline because of concerns about the issuer’s ability or unwillingness to make such payments.
Leverage Risk. The Fund seeks to achieve and maintain the exposure to the price of bitcoin by using leverage inherent in futures contracts. Therefore, the Fund is subject to leverage risk. When the Fund purchases or sells an instrument or enters into a transaction without investing an amount equal to the full economic exposure of the instrument or transaction, it creates leverage, which can result in the Fund losing more than it originally invested. As a result, these investments may magnify losses to the Fund, and even a small market movement may result in significant losses to the Fund. Leverage may also cause a Fund to be more volatile because it may exaggerate the effect of any increase or decrease in the value of the Fund’s portfolio securities. Futures trading involves a degree of leverage and as a result, a relatively small price movement in futures instruments may result in immediate and substantial losses to the Fund. The Fund may at times be required to liquidate portfolio positions, including when it is not advantageous to do so, in order to comply with guidance from the Securities and Exchange Commission (the “SEC”) regarding asset segregation requirements to cover certain leveraged positions.
Market Maker Risk. If the Fund has lower average daily trading volumes, it may rely on a small number of third-party market makers to provide a market for the purchase and sale of Shares. Any trading halt or other problem relating to the trading activity of these market makers could result in a dramatic change in the spread between the Fund’s net asset value and the price at which the Shares are trading on the Exchange, which could result in a decrease in value of the Shares. In addition, decisions by market makers or authorized participants to reduce their role or step away from these activities in times of market stress could inhibit the effectiveness of the arbitrage process in maintaining the relationship between the underlying values of the Fund’s portfolio securities and the Fund’s market price. This reduced effectiveness could result in Shares trading at a discount to net asset value and also in greater than normal intra-day bid-ask spreads for Shares.
VALKYRIE ETF TRUST II
NOTES TO FINANCIAL STATEMENTS
September 30, 2023
Non-Diversification Risk. The Fund is classified as “non-diversified” under the 1940 Act. As a result, the Fund is only limited as to the percentage of its assets which may be invested in the securities of any one issuer by the diversification requirements imposed by the Internal Revenue Code of 1986, as amended (the “Code”). The Fund may invest a relatively high percentage of its assets in a limited number of issuers. As a result, the Fund may be more susceptible to a single adverse economic or regulatory occurrence affecting one or more of these issuers, experience increased volatility and be highly invested in certain issuers.
Trading Issues Risk. Trading in Fund Shares on the Exchange may be halted due to market conditions or for reasons that, in the view of the Exchange, make trading in Shares inadvisable. In addition, trading in Fund Shares on the Exchange is subject to trading halts caused by extraordinary market volatility pursuant to the Exchange’s “circuit breaker” rules. There can be no assurance that the requirements of the Exchange necessary to maintain the listing of the Fund will continue to be met or will remain unchanged. The Fund may have difficulty maintaining its listing on the Exchange in the event the Fund’s assets are small, the Fund does not have enough shareholders, or if the Fund is unable to proceed with creation and/or redemption orders.
Bitcoin Miners ETF
Bitcoin Investing Risk. The Fund is indirectly exposed to the risks of investing in bitcoin through its investments in the portfolio companies. Bitcoin is a new and highly speculative investment. Refer to the Fund’s prospectus for additional risks associated with bitcoin.
Market Risk. Market risk is the risk that a particular security, or Shares of the Fund in general, may fall in value. Securities are subject to market fluctuations caused by such factors as economic, political, regulatory or market developments, changes in interest rates and perceived trends in securities prices. Shares of the Fund could decline in value or underperform other investments. In addition, local, regional or global events such as war, acts of terrorism, spread of infectious diseases or other public health issues, recessions, or other events could have a significant negative impact on the Fund and its investments. For example, the coronavirus disease 2019 (COVID-19) global pandemic and the aggressive responses taken by many governments, including closing borders, restricting international and domestic travel, and the imposition of prolonged quarantines or similar restrictions, had negative impacts, and in many cases severe impacts, on markets worldwide. While the development of vaccines has slowed the spread of the virus and allowed for the resumption of normal business activity in the United States, many countries continue to impose lockdown measures in an attempt to slow the spread. Additionally, there is no guarantee that vaccines will be effective against emerging variants of the disease. As this global pandemic illustrated, such events may affect certain geographic regions, countries, sectors and industries more significantly than others. These events also adversely affect the prices and liquidity of the Fund’s portfolio securities or other instruments and could result in disruptions in the trading markets. Any of such circumstances could have a materially negative impact on the value of the Fund’s Shares and result in increased market volatility. During any such events, the Fund’s Shares may trade at increased premiums or discounts to their net asset value.
Equity Securities Risk. The value of the Shares will fluctuate with changes in the value of the equity securities in which it invests. Equity securities prices fluctuate for several reasons, including changes in investors’ perceptions of the financial condition of an issuer or the general condition of the relevant stock market, such as the current market volatility, or when political or economic events affecting the issuers occur.
Industry Concentration Risk. The Fund concentrates its investments in the industry or group of industries comprising the information technology sector. This concentration subjects the Fund to greater risk of loss as a result of adverse economic, business, political, environmental or other developments than if its investments were diversified across different industries.
Information Technology Companies Risk. Information technology companies produce and provide hardware, software and information technology systems and services. These companies may be adversely affected by rapidly changing technologies, short product life cycles, fierce competition, aggressive pricing and reduced profit margins, the loss of patent, copyright and trademark protections, cyclical market patterns, evolving industry standards and frequent new product introductions. In addition, information technology companies are particularly vulnerable to federal, state and local government regulation, and competition and consolidation, both domestically and internationally, including competition from foreign competitors with lower production costs. Information technology companies also heavily rely on intellectual property rights and may be adversely affected by the loss or impairment of those rights.
VALKYRIE ETF TRUST II
NOTES TO FINANCIAL STATEMENTS
September 30, 2023
Blockchain Technology Risk. Blockchain technology is an entirely new and relatively untested technology which operates as a distributed ledger. The risks associated with blockchain technology may not emerge until the technology is widely used. Blockchain systems could be vulnerable to fraud, particularly if a significant minority of participants colluded to defraud the rest. Access to a given blockchain requires an individualized key, which, if compromised, could result in loss due to theft, destruction or inaccessibility. There is little regulation of blockchain technology other than the intrinsic public nature of the blockchain system. Any future regulatory developments could affect the viability and expansion of the use of blockchain technology. Because blockchain technology systems may operate across many national boundaries and regulatory jurisdictions, it is possible that blockchain technology may be subject to widespread and inconsistent regulation. Currently, blockchain technology is primarily used for the recording of transactions in digital currency, which are extremely speculative, unregulated and volatile. Problems in digital currency markets could have a wider effect on companies associated with blockchain technology. There are currently a number of competing blockchain platforms with competing intellectual property claims. The uncertainty inherent in these competing technologies could cause companies to use alternatives to blockchain. Finally, because digital assets registered in a blockchain do not have a standardized exchange, like a stock market, there is less liquidity for such assets and greater possibility of fraud or manipulation.
Convertible Securities Risk. Convertible securities are bonds, debentures, notes, preferred stocks or other securities that may be converted or exchanged (by the holder or by the issuer, depending on the terms of the securities) into shares of the underlying common stock (or cash or securities of equivalent value) at a stated exchange ratio. If a convertible security held by the Fund is called for redemption or conversion, the Fund could be required to tender it for redemption, convert it into the underlying equity security or sell it to a third party, which may have an adverse effect on the Fund’s ability to achieve its investment objective. The market values of convertible securities tend to decline as interest rates increase. However, a convertible security’s market value also tends to reflect the market price of the equity security of the issuing company, particularly when the price of the equity security is greater than the convertible security’s conversion price (i.e., the predetermined price or exchange ratio at which the convertible security can be converted or exchanged for the underlying equity security). Convertible securities are also exposed to the risk that an issuer will be unable to meet its obligation to make dividend or principal payments when due as a result of changing financial or market conditions. Convertible debt securities generally offer lower interest or dividend yields than non-convertible debt securities of similar credit quality because of their potential for capital appreciation. Moreover, there can be no assurance that convertible securities will provide current income prior to conversion because the issuers of the convertible securities may default on their obligations. If the convertible security has a conversion or call feature that allows the issuer to redeem the security before the conversion date, the potential for capital appreciation may be diminished. In the event that convertible securities are not optional but mandatory based upon the price of the underlying common stock, the Fund may be subject to additional exposure to loss of income in situations where it would prefer to hold debt.
Preferred Securities Risk. Preferred securities combine some of the characteristics of both common stocks and bonds. Preferred securities are typically subordinated to bonds and other debt securities in a company’s capital structure in terms of priority to corporate income, subjecting them to greater credit risk than those debt securities. Generally, holders of preferred securities have no voting rights with respect to the issuing company unless preferred dividends have been in arrears for a specified number of periods, at which time the preferred security holders may obtain limited rights. In certain circumstances, an issuer of preferred securities may defer payment on the securities and, in some cases, redeem the securities prior to a specified date. Preferred securities may also be substantially less liquid than other securities, including common stock.
VALKYRIE ETF TRUST II
NOTES TO FINANCIAL STATEMENTS
September 30, 2023
Non-U.S. Securities Risk. Securities issued by non-U.S. companies present risks beyond those of securities of U.S. issuers. Risks of investing in the securities of non-U.S. companies include: different accounting standards; expropriation, nationalization or other adverse political or economic developments; currency devaluation, blockages or transfer restrictions; changes in foreign currency exchange rates; taxes; restrictions on non-U.S. investments and exchange of securities; and less government supervision and regulation of issuers in non-U.S. countries. Prices of non-U.S. securities also may be more volatile.
Depositary Receipts Risk. Depositary receipts may be subject to certain of the risks associated with direct investments in the securities of non-U.S. companies, such as currency, political, economic and market risks, because their values depend on the performance of the non-dollar denominated underlying non-U.S. securities. Certain countries may limit the ability to convert depositary receipts into the underlying non-U.S. securities and vice versa, which may cause the securities of the non-U.S. company to trade at a discount or premium to the market price of the related depositary receipts. Depositary receipts may be purchased through “sponsored” or “unsponsored” facilities. A sponsored facility is established jointly by a depositary and the issuer of the underlying security. A depositary may establish an unsponsored facility without participation by the issuer of the deposited security. Unsponsored receipts may involve higher expenses and may be less liquid. Holders of unsponsored depositary receipts generally bear all the costs of such facilities, and the depositary of an unsponsored facility frequently is under no obligation to distribute shareholder communications received from the issuer of the deposited security or to pass through voting rights to the holders of such receipts in respect of the deposited securities.
Emerging Markets Risk. Investments in securities issued by governments and companies operating in emerging market countries involve additional risks relating to political, economic, or regulatory conditions not associated with investments in securities and instruments issued by U.S. companies or by companies operating in other developed market countries. This is due to, among other things, the potential for greater market volatility, lower trading volume, a lack of liquidity, potential for market manipulation, higher levels of inflation, political and economic instability, greater risk of a market shutdown and more governmental limitations on foreign investments in emerging market countries than are typically found in more developed market countries. Moreover, emerging market countries often have less uniformity in accounting and reporting requirements, unsettled securities laws, less reliable securities valuations and greater risks associated with custody of securities than developed markets. In addition, the Public Company Accounting Oversight Board, which regulates auditors of U.S. public companies, is unable to inspect audit work papers in certain emerging market countries. Emerging market countries often have greater risk of capital controls through such measures as taxes or interest rate control than developed markets. Certain emerging market countries may also lack the infrastructure necessary to attract large amounts of foreign trade and investment. Local securities markets in emerging market countries may trade a small number of securities and may be unable to respond effectively to increases in trading volume, potentially making prompt liquidation of holdings difficult or impossible. Settlement procedures in emerging market countries are frequently less developed and reliable than those in the U.S. and other developed market countries. In addition, significant delays may occur in registering the transfer of securities. Settlement or registration problems may make it more difficult for the Fund to value its portfolio securities and could cause the Fund to miss attractive investment opportunities. Investing in emerging market countries involves a higher risk of expropriation, nationalization, confiscation of assets and property or the imposition of restrictions on foreign investments and on repatriation of capital invested by certain emerging market countries. Enforcing legal rights may be made difficult, costly and slow in emerging markets as there may be additional problems enforcing claims against non-U.S. governments. As such, the rights and remedies associated with emerging market investment securities may be different than those available for investments in more developed markets. For example, it may be more difficult for shareholders to bring derivative litigation or for U.S. regulators to bring enforcement actions against issuers in emerging markets. In addition, due to the differences in regulatory, accounting, audit and financial recordkeeping standards, including financial disclosures, less information about emerging market companies is publicly available and information that is available may be unreliable or outdated.
VALKYRIE ETF TRUST II
NOTES TO FINANCIAL STATEMENTS
September 30, 2023
Currency Risk. Changes in currency exchange rates affect the value of investments denominated in a foreign currency, the value of dividends and interest earned from such securities and gains and losses realized on the sale of such securities. The Fund’s net asset value could decline if a currency to which the Fund has exposure depreciates against the U.S. dollar or if there are delays or limits on repatriation of such currency. Currency exchange rates can be very volatile and can change quickly and unpredictably. Changes in currency exchange rates may affect the Fund’s net asset value, the value of dividends and interest earned, and gains and losses realized on the sale of securities. An increase in the strength of the U.S. dollar relative to other currencies may cause the value of the Fund to decline. Certain non-U.S. currencies may be particularly volatile, and non-U.S. governments may intervene in the currency markets, causing a decline in value or liquidity in the Fund’s non-U.S. holdings whose value is tied to the affected non-U.S. currency. Additionally, the prices non-U.S. securities that are traded in U.S. dollars are often indirectly influenced by current fluctuations.
Active Market Risk. Although the Shares are listed for trading on the Exchange, there can be no assurance that an active trading market for the Shares will develop or be maintained. Shares trade on the Exchange at market prices that may be below, at or above the Fund’s net asset value. Securities, including the Shares, are subject to market fluctuations and liquidity constraints that may be caused by such factors as economic, political, or regulatory developments, changes in interest rates, and/or perceived trends in securities prices. Shares of the Fund could decline in value or underperform other investments.
Asset Concentration Risk. Since the Fund may take concentrated positions in certain securities, the Fund’s performance may be hurt disproportionately and significantly by the poor performance of those positions to which it has significant exposure. Asset concentration makes the Fund more susceptible to any single occurrence affecting the underlying positions and may subject the Fund to greater market risk than more diversified funds.
Authorized Participant Concentration Risk. Only an authorized participant may engage in creation or redemption transactions directly with the Fund. The Fund has a limited number of institutions that act as authorized participants on an agency basis (i.e. on behalf of other market participants). To the extent that these institutions exit the business or are unable to proceed with creation and/or redemption orders with respect to the Fund and no other authorized participant is able to step forward to create or redeem, in either of these cases, Shares may trade at a discount to the Fund’s net asset value and possibly face delisting.
Cyber Security Risk. The Fund is susceptible to operational risks through breaches in cyber security. A breach in cyber security refers to both intentional and unintentional events that may cause the Fund to lose proprietary information, suffer data corruption or lose operational capacity. Such events could cause the Fund to incur regulatory penalties, reputational damage, additional compliance costs associated with corrective measures and/or financial loss.
Cyber security breaches may involve unauthorized access to the Fund’s digital information systems through “hacking” or malicious software coding but may also result from outside attacks such as denial-of-service attacks through efforts to make network services unavailable to intended users. In addition, cyber security breaches of the Fund’s third-party service providers, such as its administrator, transfer agent, custodian, or sub-advisor, as applicable, or issuers in which the Fund invests, can also subject the Fund to many of the same risks associated with direct cyber security breaches.
While the Fund has established business continuity plans and risk management systems designed to reduce the risks associated with cyber security, there are inherent limitations in such plans and systems. Additionally, there is no guarantee that such efforts will succeed, especially because the Fund does not directly control the cyber security systems of issuers or third-party service providers.
VALKYRIE ETF TRUST II
NOTES TO FINANCIAL STATEMENTS
September 30, 2023
Management Risk. The Fund is subject to management risk because it is an actively managed portfolio. The Adviser will apply investment techniques and risk analyses in making investment decisions for the Fund, but there can be no guarantee that the Fund will meet its investment objective.
Market Maker Risk. If the Fund has lower average daily trading volumes, it may rely on a small number of third-party market makers to provide a market for the purchase and sale of Shares. Any trading halt or other problem relating to the trading activity of these market makers could result in a dramatic change in the spread between the Fund’s net asset value and the price at which the Shares are trading on the Exchange, which could result in a decrease in value of the Shares. In addition, decisions by market makers or authorized participants to reduce their role or step away from these activities in times of market stress could inhibit the effectiveness of the arbitrage process in maintaining the relationship between the underlying values of the Fund’s portfolio securities and the Fund’s market price. This reduced effectiveness could result in Shares trading at a discount to net asset value and also in greater than normal intra-day bid-ask spreads for Shares.
Non-Diversification Risk. The Fund is classified as “non-diversified” under the 1940 Act. As a result, the Fund is only limited as to the percentage of its assets which may be invested in the securities of any one issuer by the diversification requirements imposed by the Code. The Fund may invest a relatively high percentage of its assets in a limited number of issuers. As a result, the Fund may be more susceptible to a single adverse economic or regulatory occurrence affecting one or more of these issuers, experience increased volatility and be highly invested in certain issuers.
Operational Risk. The Fund is exposed to operational risks arising from a number of factors, including, but not limited to, human error, processing and communication errors, errors of the Fund’s service providers, counterparties or other third-parties, failed or inadequate processes and technology or systems failures. The Fund, Adviser and Sub-Adviser seek to reduce these operational risks through controls and procedures. However, these measures do not address every possible risk and may be inadequate to address these risks.
Premium/Discount Risk. The market price of the Fund’s Shares will generally fluctuate in accordance with changes in the Fund’s net asset value as well as the relative supply of and demand for Shares on the Exchange. The Adviser and Sub-Adviser cannot predict whether Shares will trade below, at or above their net asset value because the Shares trade on the Exchange at market prices and not at net asset value. Price differences may be due, in large part, to the fact that supply and demand forces at work in the secondary trading market for Shares will be closely related, but not identical, to the same forces influencing the prices of the holdings of the Fund trading individually or in the aggregate at any point in time. However, given that Shares can only be purchased and redeemed in Creation Units, and only to and from broker-dealers and large institutional investors that have entered into participation agreements (unlike shares of closed-end funds, which frequently trade at appreciable discounts from, and sometimes at premiums to, their net asset value), the Adviser and Sub-Adviser believe that large discounts or premiums to the net asset value of Shares should not be sustained. During stressed market conditions, the market for the Fund’s Shares may become less liquid in response to deteriorating liquidity in the market for the Fund’s underlying portfolio holdings, which could in turn lead to differences between the market price of the Fund’s Shares and their net asset value.
Smaller Companies Risk. Small and/or mid-capitalization companies may be more vulnerable to adverse general market or economic developments, and their securities may be less liquid and may experience greater price volatility than larger, more established companies as a result of several factors, including limited trading volumes, products or financial resources, management inexperience and less publicly available information. Accordingly, such companies are generally subject to greater market risk than larger, more established companies.
Tax Risk. The Fund intends to elect and to qualify each year to be treated as a RIC under Subchapter M of the Code. As a RIC, the Fund will not be subject to U.S. federal income tax on the portion of its net investment income and net capital gain that it distributes to Shareholders, provided that it satisfies certain requirements of the Code. The Fund’s investment strategy will potentially be limited by its intention to qualify for treatment as a RIC, and income generated from pooled investment vehicles could also cause the Fund to fail to qualify for treatment as a RIC under the Code. If the Fund does not qualify as a RIC for any taxable year and certain relief provisions are not available, the Fund’s taxable income will be subject to tax at the Fund level and to a further tax at the shareholder level when such income is distributed. Additionally, buying securities shortly before the record date for a taxable dividend or capital gain distribution is commonly known as “buying the dividend.” In the event a shareholder purchases Shares shortly before such a distribution, the entire distribution may be taxable to the shareholder even though a portion of the distribution effectively represents a return of the purchase price.
VALKYRIE ETF TRUST II
NOTES TO FINANCIAL STATEMENTS
September 30, 2023
Trading Issues Risk. Trading in Fund Shares on the Exchange may be halted due to market conditions or for reasons that, in the view of the Exchange, make trading in Shares inadvisable. In addition, trading in Fund Shares on the Exchange is subject to trading halts caused by extraordinary market volatility pursuant to the Exchange’s “circuit breaker” rules. There can be no assurance that the requirements of the Exchange necessary to maintain the listing of the Fund will continue to be met or will remain unchanged. The Fund may have difficulty maintaining its listing on the Exchange in the event the Fund’s assets are small, the Fund does not have enough shareholders, or if the Fund is unable to proceed with creation and/or redemption orders.
Volatility Risk. Volatility is the characteristic of a security, an index or a market to fluctuate significantly in price within a short time period. The Fund may invest in securities that exhibit more volatility than the market as a whole. Such exposures could cause the Fund’s net asset value to experience significant increases or declines in value over short periods of time.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Trustees of
Valkyrie ETF Trust II
Opinion on the Financial Statements
We have audited the accompanying statements of assets and liabilities, including the schedules of investments (including the consolidated statement of assets and liabilities and consolidated schedules of investments, open futures contracts, and open reverse repurchase agreements of Valkyrie Bitcoin Strategy ETF), of Valkyrie ETF Trust II comprising the funds listed below (the “Funds”) as of September 30, 2023, the related statements of operations, the statements of changes in net assets, the related notes, and the financial highlights for each of the periods indicated below (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of each of the Funds as of September 30, 2023, the results of their operations, the changes in net assets, and the financial highlights for each of the periods indicated below in conformity with accounting principles generally accepted in the United States of America.
| Fund Name | Statements of Operations | Statements of Changes in Net Assets | Financial Highlights |
| Valkyrie Bitcoin Strategy ETF | Consolidated for the year ended September 30, 2023 | Consolidated for the year ended September 30, 2023 and for the period from October 21, 2021 (commencement of operations) through September 30, 2022 | |
| Valkyrie Bitcoin Miners ETF | For the year ended September 30, 2023 | For the year ended September 30, 2023 and for the period from February 7, 2022 (commencement of operations) through September 30, 2022 | |
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 audits. 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 Funds 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 audits 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.
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
Our audits 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 September 30, 2023, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. Our audits 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 audits provide a reasonable basis for our opinion.
We have served as the Funds’ auditor since 2021.
COHEN & COMPANY, LTD.
Milwaukee, Wisconsin
November 29, 2023
Valkyrie ETF TRUST II
September 30, 2023 (Unaudited)
Federal Tax Distribution Information
For the year ended September 30, 2023, the Bitcoin Strategy ETF designated $499,065 as ordinary income for purposes of the dividends paid deduction.
Certain dividend paid by the Funds may be subject to a maximum tax rate of 23.8%, as provided for by the Tax Cuts and Jobs Act of 2017. For the fiscal year ended September 30, 2023, the percentage of dividends declared from ordinary income designated as qualified dividend income was as follows:
| Bitcoin Strategy ETF | 0.00% |
For corporate shareholders in the Funds, the percent of ordinary income distributions qualifying for the corporate dividends received deduction for the fiscal year ended September 30, 2023, was as follows:
| Bitcoin Strategy ETF | 0.00% |
How to Obtain a Copy of the Funds’ Proxy Voting Policies
A description of the policies and procedures that the Funds use to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling 1-800-617-0004 or on the U.S. Securities and Exchange Commission’s (“SEC”) website at http://www.sec.gov.
How to Obtain a Copy of the Funds’ Proxy Voting Records for the 12-Month Period Ended June 30
Information regarding how the Funds voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 will be available without charge, upon request, by calling 1-800-617-0004. Furthermore, you can obtain the Funds’ proxy voting records on the SEC’s website at http://www.sec.gov.
Quarterly Filings on Form N-PORT
The Funds file their complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Part F of Form N-PORT. The Funds’ Form N-PORT is available on the SEC website at http://www.sec.gov. Information included in the Funds’ Form N-PORT is also available by calling 1-800-617-0004.
Frequency Distribution of Premiums and Discounts
Information regarding how often shares of each Fund traded on the exchange at a price above (i.e., at a premium) or below (i.e., at a discount) the NAV of the Fund is available on the Funds’ website at www.valkyrie-funds.com.
HOUSEHOLDING (Unaudited)
In an effort to decrease costs, the Funds will reduce the number of duplicate prospectuses, supplements, and certain other shareholder documents that you receive by sending only one copy of each to those addresses shown by two or more accounts. Please call the Funds, transfer agent toll free at 1-800-617-0004 to request individual copies of these documents. The Funds will begin sending individual copies 30 days after receiving your request. This policy does not apply to account statements.
Valkyrie ETF Trust II
Information About Trustees and Officers (Unaudited)
This chart provides information about the Trustees and Officers who oversee the Funds. Officers elected by the Trustees manage the day-to-day operations of the Funds and execute policies formulated by the Trustees.
Name, Address and Year of Birth
| Position and Offices with Trust
| Term of Office and Year First Elected or Appointed
| Principal Occupations During Past 5 years
| Number of Portfolios in the Valkyrie Fund Complex Overseen by Trustee
| Other Trusteeships or Directorships Held by Trustee During the Past 5 Years
|
| Interested Trustees | |||||
Nick Bonos c/o Valkyrie Funds LLC 320 Seven Springs Way, Suite 250, Nashville, Tennessee 37027 YOB: 1963
| President and Chief Executive Officer
| Indefinite term ( Since inception)
| President, Rydex Fund Services LLC (2012-2016); Chief Financial Officer, certain Guggenheim Mutual Funds and ETFs (2012-2016); Senior Managing Director. MUFG Investor Services (US) LLC (2016-2019); Independent Consultant (2019-2021); Head of Fund Operations, Valkyrie Investments (2021-present)
| 2 | None |
| Independent Trustees | |||||
Keith Fletcher c/o Valkyrie Funds LLC 320 Seven Springs Way, Suite 250, Nashville, Tennessee 37027 YOB: 1958 | Trustee | Indefinite term (Since inception) | Principal and Chief Executive Officer, JAHFT Solutions LLC (2017 – Present); Principal and Chief Distribution Officer, RiskX Investments (2017 – present) | 2 | Uncommon Portfolio Design Core Equity ETF (2020-present) |
Steve Lehman c/o Valkyrie Funds LLC 320 Seven Springs Way, Suite 250, Nashville, Tennessee 37027 YOB: 1952 | Trustee | Indefinite term (Since inception) | Executive Board – Investor, CoFoundersLab & Invincible Entertainment Partners (2018 – Present); Executive Chairman, Vymedic Biotech (2019 – Present) | 2 | None |
Mark Osterheld c/o Valkyrie Funds LLC 320 Seven Springs Way, Suite 250, Nashville, Tennessee 37027 YOB: 1955
| Trustee | Indefinite term (Since inception) | Adjunct Lecturer, Bentley University (2016 – Present); Adjunct Lecturer, Clarkson University (2016-Present) | 2 | HIMCO Variable Insurance Trust (2016-2018)
|
| Officers of the Trust | |||||
John Canning c/o Chenery Compliance Group YOB: 1970
| Chief Compliance Officer | Indefinite term (Since August 2022) | Director of Chenery Compliance Group, LLC (March 2021 – present); Senior Consultant of Foreside (August 2020 – March 2021); Chief Compliance Officer & Chief Operating Officer of Schneider Capital Management (May 2019 – July 2020); and Chief Compliance Officer (March 2016 – February 2019) and Chief Operating Officer (March 2016 – March 2018) of Context Capital Partners, LP. | N/A | N/A |
Ben Gaffey c/o Valkyrie Funds LLC 320 Seven Springs Way, Suite 250, Nashville, Tennessee 37027 YOB: 1985 | Treasurer, Chief Financial Officer and Chief Accounting Officer | Indefinite term (Since inception) | Assurance Senior Manager, Ernst & Young LLP (2016 – 2021); Controller, Valkyrie Investments Inc. (2021 – Present)
| N/A | N/A |
Andrew Hill c/o Valkyrie Funds LLC 320 Seven Springs Way, Suite 250, Nashville, Tennessee 37027 YOB: 1982 | Secretary | Indefinite term (Since December 2022) | Valkyrie Investments Inc., General Counsel, Executive Vice President, Chief Compliance Officer (June 2022 – present); Frost Brown Todd LLP, Managing Associate (September 2018 – June 2022); LBMC, PC, Manager (August 2015 – September 2018) | N/A | N/A |
| (1) | Nick Bonos is deemed an “interested person” of the Trust due to his position as Head of Fund Operations of Valkyrie Funds LLC and Chief Executive Officer and President of the Trust. |
The Statement of Additional Information includes additional information about the Funds’ Trustees and Officers and is available, without charge, upon request by calling 1-800-617-0004.
VALKYRIE ETF INVESTMENT SUB-ADVISORY AGREEMENT APPROVAL (UNAUDITED)
The Board of Trustees (the “Board”) of Valkyrie ETF Trust II (the “Trust”), including the Trustees who are not “interested persons” (as defined in the Investment Company Act of 1940, as amended (the “1940 Act”)) of the Trust (the “Independent Trustees”), unanimously approved (1) an Interim Investment Sub-Advisory Agreement (the “Interim Agreement”) among the Trust, on behalf of Valkyrie Bitcoin Strategy ETF and Valkyrie Bitcoin Miners ETF ( each a “Fund” and, collectively, the “Funds”), Valkyrie Funds LLC (the “Adviser”) and Vident Advisory, LLC (“VA”); and (2) a new Investment Sub-Advisory Agreement (the “New Agreement”) among the Trust, on behalf of the Funds, the Adviser and VA. The Interim Agreement and the New Agreement are collectively referred to as the “New Agreements.” The Board approved the New Agreements at a meeting held on June 15, 2023. The Board determined that both the Interim Agreement and the New Agreement are in the best interests of the Funds in light of the nature, extent and quality of the services expected to be provided and such other matters as the Board considered to be relevant in the exercise of its reasonable business judgment.
Vident Investment Advisory, LLC (“VIA” and with VA, collectively, “Vident”) currently serves as investment sub-adviser to each Fund pursuant to an Investment Sub-Advisory Agreement (the “Current Agreements”) among the Trust, on behalf of each such Fund, the Adviser and VIA. In March 2023, the Board was informed that VIA and its affiliated companies, including VA, agreed to be acquired by an entity owned and controlled by Mr. Casey Crawford (the “Transaction”). The Board was also informed that the Transaction was expected to be completed during the third quarter of 2023 and that following the closing of the Transaction all Vident advisory operations would operate out of VA. The Board was also informed that the consummation of the Transaction would result in an “assignment” of the Current Agreements under the 1940 Act, and, as a result, the Current Agreements would terminate pursuant to their terms and the requirements of the 1940 Act. The New Agreements were proposed to the Board in connection with the Transaction to provide for the continuous management of the Funds following the consummation of the Transaction. In this regard, the Board noted VIA’s representation that the current Vident team providing services to the Funds would continue to provide the Funds with the same level of service after the close of the Transaction. The Board also noted that the New Agreement will be submitted to shareholders of each Fund for their approval and that the Interim Agreement would become effective upon the closing of the Transaction and would remain in effect until the earlier of 150 days from the closing of the Transaction or shareholder approval of the New Agreement.
To reach its determination in approving the New Agreements, the Board considered its duties under the 1940 Act, as well as under the general principles of state law, in reviewing and approving advisory contracts; the requirements of the 1940 Act in such matters; the fiduciary duty of investment advisers with respect to advisory agreements and compensation; the standards used by courts in determining whether investment company boards have fulfilled their duties; and the factors to be considered by the Board in voting on such agreements. On May 15, 2023, counsel to the Independent Trustees provided VIA with a request for information regarding VIA, VA and the Transaction. At the meeting held on June 15, 2023, which included an executive session of the Independent Trustees and their independent counsel, the Board, including the Independent Trustees, discussed the Transaction and reviewed materials provided by Vident that, among other things, outlined the structure and details of the Transaction and its expected impact on Vident’s management of the Funds under the New Agreements. The materials also discussed the benefits to Vident and the services it can provide from Mr. Crawford’s investment into Vident; the services to be provided by VA (including the relevant personnel responsible for these services and their experience); the sub-advisory fee rate for each Fund as compared to fees charged to other clients of Vident, as applicable; the nature of expenses to be incurred in providing services to the Fund and the potential for economies of scale, if any; financial information for Vident; any indirect benefits to VA; and information on VA’s compliance program. The Board applied its business judgment to determine whether the arrangements among the Trust, on behalf of the Funds, the Adviser and VA would be reasonable business arrangements from each Fund’s perspective. The Board determined that, given the totality of the information provided with respect to the New Agreements, the Board had received sufficient information to approve the New Agreements.
In reviewing the New Agreements, the Board considered the nature, extent and quality of the services to be provided by VA under the New Agreements, which are not expected to change from the services provided by VIA under the Current Agreements. The Board reviewed the materials provided by Vident and considered the services that VA would provide to the Funds. In considering VA’s services to the Funds, the Board noted that the same portfolio management team currently providing sub-advisory services to the Funds under the Current Agreements would continue to provide services to the Funds under the New Agreements. The Board also noted that Vident confirmed that the Transaction will not result in any diminution in the nature, quality and extent of the services provided to the Funds and that Vident anticipates no changes to the key personnel or other employees who provide services to the Funds, including compliance personnel. Finally, the Board considered Vident’s statements that the Transaction would benefit both Vident and its clients, including through additional investments in technology and personnel. In light of the information presented and the considerations made, the Board concluded that the nature, extent and quality of the services to be provided to the Funds by VA under the New Agreements are expected to be satisfactory.
The Board considered the sub-advisory fee rates to be payable under the New Agreements for the services provided, noting that they would be the same as the sub-advisory fee rates paid under the Current Agreements and therefore, as required by Rule 15a-4 under the 1940 Act, the sub-advisory fee rates under the Interim Agreement would be no greater than the fee rates under the Current Agreements. The Board noted that the sub-advisory fee for each Fund would be paid by the Adviser from its advisory fee with respect to each Fund. The Board considered information provided by Vident as to the fees it charges to another client with investment objectives and policies broadly similar to those of Valkyrie Bitcoin Strategy ETF, noting that such sub-advisory fee rates were substantially similar. The Board noted Vident’s statement that it does not manage any client accounts similar to Valkyrie Bitcoin Miners ETF. In connection with its deliberations regarding the Interim Agreement, the Board noted that apart from the substitution of VA for VIA, the effective and termination dates and any provisions of the Interim Agreement required by Rule 15a-4 under the 1940 Act, any differences in the terms and conditions of the Interim Agreement and the terms and conditions of the Current Agreements were immaterial.
The Board noted the process it has established for monitoring each Fund’s performance on an ongoing basis, which includes quarterly performance reporting from the Adviser and VIA. The Board determined that this process continues to be effective for reviewing each Fund’s performance. The Board noted that Vident is primarily responsible for portfolio management and trading and that the Adviser is primarily responsible for providing the inputs that drive Fund performance.
On the basis of all the information provided on the fees and management of the Funds and the ongoing oversight by the Board, the Board concluded that the sub-advisory fee rate for each Fund was reasonable and appropriate in light of the nature, extent and quality of the services to be provided by VA to each Fund under the New Agreements.
The Board considered whether there are economies of scale with respect to VA’s services to the Fund. The Board considered Vident’s statement that it believes that VA’s expenses related to providing services to the Funds will remain the same over the next twelve months. The Board concluded that the sub-advisory fee rate for each Fund was reasonable in relation to the asset size of the Fund. The Board reviewed estimated profitability information for VA with respect to each Fund at various asset levels. The Board noted the inherent limitations in the profitability analysis and concluded that, based upon the information provided, any profits that may be realized by VA in connection with the management of the Funds at current and reasonably foreseeable asset levels were not expected to be unreasonable. The Board noted that the Adviser will pay VA from its advisory fee and its understanding that each Fund’s sub-advisory fee rate was the product of an arm’s length negotiation. The Board considered indirect benefits that may be realized by VA from its relationship with the Funds, including potential marketing and public relations benefits. The Board concluded that the character and amount of potential indirect benefits to VA were not unreasonable.
Based on all of the information considered and the conclusions reached, the Board, including the Independent Trustees, unanimously determined that the terms of the New Agreements were fair and reasonable and that the approval of the New Agreements is in the best interests of the Funds. No single factor was determinative in the Board’s analysis.
Valkyrie ETF Investment Management Agreement Renewal (Unaudited)
The Board of Trustees of Valkyrie ETF Trust II (the “Trust”), including the Independent Trustees, approved the Investment Management Agreements (the “Agreements”) with Valkyrie Funds LLC (the “Adviser”), on behalf of Valkyrie Bitcoin and Ether Strategy ETF (the “Bitcoin and Ether ETF”) and Valkyrie Bitcoin Miners ETF (the “Miners ETF”) (each, a “Fund” and collectively, the “Funds”). The Board approved the continuation of the Agreements for a one-year period at a meeting held on September 26, 2023. The Board determined that the continuation of the Agreements is in the best interests of the Funds in light of the nature, extent and quality of the services provided and such other matters as the Board considered to be relevant in the exercise of its business judgment.
To reach this determination, the Board considered its duties under the Investment Company Act of 1940, as amended (the “1940 Act”), as well as under the general principles of state law, in reviewing and approving advisory contracts; the requirements of the 1940 Act in such matters; the fiduciary duty of investment advisers with respect to advisory agreements and compensation; the standards used by courts in determining whether investment company boards have fulfilled their duties; and the factors to be considered by the Board in voting on such agreements. To assist the Board in its evaluation of the Agreements for the Funds, the Adviser provided materials and information that, among other things, outlined: the services provided by the Adviser to the Funds (including the relevant personnel responsible for these services and their experience); the unitary fee rate payable by each Fund as compared to fees charged to a separate peer group of funds (the “Expense Group”) assembled by FUSE Research Network, LLC (“FUSE”), an independent source; the expense ratios of each Fund as compared to expense ratios of the funds in its Expense Group; performance information for the Funds, including comparisons of the Funds’ performance to that of relevant benchmarks and to that of performance groups of funds assembled by FUSE; the nature of expenses incurred in providing services to the Funds and the potential for the Adviser to realize economies of scale, if any; profitability and other financial data for the Adviser; any other potential benefits to the Adviser from their relationships with the Funds; and information on the Adviser’s compliance program. The Independent Trustees and their counsel also met separately to discuss the information provided by the Adviser. The Board applied its business judgment to determine whether the arrangement between the Trust and the Adviser continues to be a reasonable business arrangement from the Funds’ perspective. The Board determined that given, the totality of the information provided with respect to the Agreements, the Board had received sufficient information to renew the Agreements. The Board considered that shareholders chose to invest or remain invested in a Fund knowing that the Adviser manages the Fund and knowing the Fund’s unitary fee. As part of the Board’s consideration of the Agreements, the Board discussed with the Adviser its financial resources and a potential acquisition of the Adviser by a third-party. The Board noted that it was also being asked at the September 26, 2023 meeting to consider a new investment management agreement with the Adviser to take effect after the closing of the potential sale transaction, but that the renewal of the Agreements would allow for the Adviser to continue to provide services to the Funds for an additional year or until the sale transaction was consummated. In determining to renew the Agreements, the Board did not identify any single factor or group of factors as all important or controlling and considered all factors together, including the factors set forth below.
The Board also noted that it had approved a new Investment Sub-Advisory Agreement (the “Sub-Advisory Agreement”) among the Funds, the Adviser and Vident Advisory, LLC (the “Sub-Adviser”) at a meeting held on June 15, 2023. Accordingly, the Board did not consider the renewal of the Sub-Advisory Agreement at the September 26, 2023 meeting and will consider its renewal at a future meeting.
In reviewing the Agreements for the Funds, the Board considered the nature, extent and quality of the services provided by the Adviser under the Agreements. The Board considered that the Adviser is responsible for the overall management and administration of the Funds and reviewed the services provided by the Adviser to the Funds, including the oversight of the Sub-Adviser, as well as the background and experience of the persons responsible for such services. The Board considered that the Funds are actively-managed ETFs and employ an adviser/sub-adviser management structure. In reviewing the services provided, the Board noted the compliance program that had been developed by the Adviser. The Board reviewed the investment performance of the Funds for the one-year period ended August 31, 2023, noting that the Bitcoin and Ether ETF commenced operations on October 21, 2021 and the Miners ETF commenced operations on February 7, 2022. The Board compared the performance information to a performance universe of funds for each Fund and to a benchmark index based on information provided by FUSE. The Board noted that the Bitcoin and Ether ETF performed equal to the median of its peer universe and outperformed its benchmark index and that the Miners ETF outperformed the median of its performance universe and underperformed its benchmark index for the one-year period ended August 31, 2023. The Board also considered the change in the Bitcoin and Ether ETF’s investment strategy that would take effect in October 2023 to add Ether futures contracts as an investment type of the Fund. In light of the information presented and the considerations made, the Board concluded that the nature, extent and quality of the services provided to the Funds by the Adviser under the Agreements have been and are expected to remain satisfactory.
The Board considered the unitary fee rates payable by the Funds under the Agreements for the services provided. The Board noted that, under the unitary fee arrangements, the Bitcoin and Ether ETF pays the Adviser a unitary fee equal to an annual rate of 0.95% of its average daily net assets and the Miners ETF pays the Adviser a unitary fee equal to an annual rate of 0.75% of its average daily net assets. The Board considered that, from the unitary fee for each Fund, the Adviser pays the Sub-Adviser a sub-advisory fee. The Board noted that the Adviser is responsible for each Fund’s expenses, including the cost of transfer agency, sub-advisory, custody, fund administration, legal, audit and other services and license fees, if any, but excluding the fee payments under the Agreements and interest, taxes, acquired fund fees and expenses, if any, brokerage commissions and other expenses connected with the execution of portfolio transactions, distribution and service fees pursuant to a Rule 12b-1 plan, if any, and extraordinary expenses, if any. The Board received and reviewed information showing the fee rates and expense ratios of the peer funds in each Fund’s Expense Group. Because each Fund pays a unitary fee, the Board determined that expense ratios were the most relevant comparative data point. Based on the information provided, the Board noted that the unitary fee rate for the Bitcoin and Ether ETF was slightly above the median total expense ratio of the peer funds in its Expense Group and that the unitary fee rate for the Miners ETF was below the median total expense ratio of the peer funds in its Expense Group. For the Bitcoin and Ether ETF, the Board also noted that the Fund would begin paying futures commission merchant capital charges that had previously been paid by the Adviser. In light of the information considered and the nature, extent and quality of the services provided to the Funds under the Agreements, the Board determined that the unitary fee was fair and reasonable for each Fund.
The Board noted that the unitary fee for each Fund was not structured to pass on to shareholders the benefits of any economies of scale as the Fund’s assets grow. The Board noted that any reduction in fixed costs associated with the management of the Funds would benefit the Adviser, but that the unitary fee structure provides a level of certainty in expenses for the Funds. The Board took into consideration the costs borne by the Adviser in connection with its services performed for the Funds under the Agreements and concluded that, based upon the information provided, any profits that may be realized by the Adviser in connection with the management of the Fund were not expected to be unreasonable and that the Funds are not currently profitable for the Adviser at current asset levels. In addition, the Board considered that the Adviser did not identify any other potential benefits that may be realized by the Adviser from its relationship with the Funds other than positive public relations for the Adviser if the Funds is successful. The Board concluded that the character and amount of other potential benefits to the Adviser were not unreasonable.
Based on all of the information considered and the conclusions reached, the Board, including the Independent Trustees, determined that the terms of the Agreements continue to be fair and reasonable and that the continuation of the Agreements is in the best interests of the Funds.
Investment Adviser
Valkyrie Funds LLC
320 Seven Springs Way, Suite 250
Nashville, TN 37027
Investment Sub-Adviser
Vident Advisory, LLC
1125 Sanctuary Parkway, Suite 515
Alpharetta, GA 30009
Custodian
U.S. Bank N.A.
1555 N. RiverCenter Drive, Suite 302
Milwaukee, WI 53212
Fund Accountant, Fund Administrator and
Transfer Agent
U.S. Bank Global Fund Services
615 East Michigan Street
Milwaukee, WI 53202
Distributor
ALPS Distributors, Inc.
1290 Broadway, Suite 1000
Denver, CO 80203
Independent Registered
Public Accounting Firm
Cohen & Company, Ltd.
342 North Water Street, Suite 830
Milwaukee, WI 53202
Legal Counsel
Chapman and Cutler LLP
111 West Monroe Street
Chicago, IL 60603
| This report is intended for the shareholders of the Funds and may not be used as sales literature unless preceded or accompanied by a current prospectus. To obtain a free prospectus, please call 1-800-617-0004. |
FYE 9/30/2023 | FYE 9/30/2022 | |
Audit Fees | $35,790 | $46,000 |
Audit-Related Fees | N/A | N/A |
Tax Fees | $12,500 | $15,000 |
All Other Fees | N/A | N/A |
| FYE 9/30/2023 | FYE 9/30/2022 | |
Audit-Related Fees | 0% | 0% |
Tax Fees | 0% | 0% |
All Other Fees | 0% | 0% |
Non-Audit Related Fees | FYE 9/30/2023 | FYE 9/30/2022 |
Registrant | N/A | N/A |
Registrant’s Investment Adviser | $42,500 | $93,000 |
| (a) | The registrant is an issuer as defined in Rule 10A-3 under the Securities Exchange Act of 1934, (the “Act”) and has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Act. The independent members of the committee are as follows: Keith Fletcher, Stephen Lehman, and Mark Osterheld. |
| (b) | Not Applicable. |
| (a) | Schedule of Investments is included as part of the report to shareholders filed under Item 1 of this Form. |
| (b) | Not Applicable. |
| (a) | The Registrant’s President/Chief Executive Officer/Principal Executive Officer and Treasurer/Chief Financial Officer/Chief Accounting Officer/Principal Financial Officer have reviewed the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended, (the “Act”)) as of a date within 90 days of the filing of this report, as required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d‑15(b) under the Securities Exchange Act of 1934. Based on their review, such officers have concluded that the disclosure controls and procedures are effective in ensuring that information required to be disclosed in this report is appropriately recorded, processed, summarized and reported and made known to them by others within the Registrant and by the Registrant’s service provider. |
| (b) | There were no changes in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting. |