A. Description of the Advisory Firm
Bitwise Investment Manager, LLC (“Bitwise” or the “Adviser”) is a limited liability company organized in
Delaware in 2022. Bitwise is a specialist crypto asset manager that serves the financial advisor community.
Bitwise aims to offer asset management, research and other services in the emerging crypto asset class and
securities related to the crypto industry. Bitwise Asset Management, Inc. is the parent company of Bitwise.
Bitwise currently offers investment advisory services to private pooled investment funds (each, a “Private
Fund”) relying on Rule 506 of SEC Regulation D under the Securities Act of 1933, as amended (the “Securities
Act”) and Section 3(c)(7) of the Investment Company Act of 1940, as amended (the “1940 Act”), and to
investment companies registered with the SEC pursuant to the 1940 Act (“Registered Funds,” and collectively
with Private Funds, “Funds”).
B. Types of Advisory Services
Bitwise offers investment advisory services to Private Funds relying on the Section 3(c)(7) exemption from
SEC registration under the 1940 Act. Bitwise may also provide services to Private Funds relying on the
exemption afforded by Section 3(c)(1) of the 1940 Act. The securities issued by Private Funds are offered to
accredited investors and qualified purchasers on a private placement basis.
Bitwise also serves as the investment adviser to four Registered Funds. The Registered Funds are structured
as exchange-traded funds (“ETFs”) or mutual funds, and they are issued as series of the Bitwise Funds Trust
(the “Bitwise Trust”), a Delaware statutory trust. Bitwise provides advisory services to the Registered Funds
pursuant to investment advisory agreements. The types of investment advice that Bitwise provides to the
Registered Funds includes, but is not limited to, the determination and selection of what assets will be
purchased, sold, or retained and what portion of those assets will be invested or held uninvested in cash as
permitted in accordance with the terms and conditions of the Registered Funds’ investment advisory
agreements. Bitwise has engaged an investment sub-adviser, Vident Advisory, LLC (the “Sub-Adviser”) to
assist in the management of two of the Registered Funds, the Bitwise Web3 ETF and the Bitwise Bitcoin
Optimum Roll ETF (the “Sub-Advised Funds”). The Sub-Adviser is responsible for executing transactions on
behalf of the Sub-Advised Funds and selecting broker-dealers. Bitwise will continue to have responsibility for
all services provided to any Registered Fund under the terms of the applicable investment advisory agreement
and will oversee and review the Sub-Adviser’s performance of its duties pursuant to the terms of the
investment sub-advisory agreement.
Currently, Bitwise provides investment advisory services to the following Funds set forth below:
(1) Bitwise Web3 ETF (Registered Fund)
The Bitwise Web3 ETF (“BWEB”) seeks investment results that, before fees and expenses,
correspond generally to the performance of the Bitwise Web3 Equities Index (the “Web3 Index”), an
index seeking to provide focused exposure to companies that are well-positioned to benefit from the
emergence of Web3 and Web3 technologies (“Web3 Companies”). By seeking to track the Web3
Index pursuant to a replication methodology, BWEB intends to provide such exposure to its
shareholders. BWEB will invest substantially all, but at least 80%, of its net assets plus borrowings in
securities issued by Web3 Companies. “Web 1.0” describes the era of decentralized, open protocols,
where most online activity involved navigating to individual static webpages. “Web 2.0” describes
the era of internet centralization, where most communication and commercial activity occurs on
closed platforms owned by a small number of corporations that are subject to government regulations.
“Web 3.0” or “Web3” imagines a future era of internet decentralization that replaces the system where
a small number of companies can exert such a strong influence over internet users. Web3 refers to an
evolution in the core architecture of the internet that leverages blockchain technology to make the
internet more decentralized, secure and open. By providing all users the opportunity to own data and
property in the digital world without relying on centralized intermediaries, Web3 provides an internet
experience in which data privacy, decentralized ownership and community consensus act as key
pillars of the ecosystem.
(2) Bitwise Bitcoin Strategy Optimum Roll ETF (Registered Fund)
The Bitwise Bitcoin Strategy Optimum Roll ETF (“BITC”) seeks to achieve its investment objective
through managed exposure to bitcoin futures contracts (“Bitcoin Futures Contracts”) and investments
in short-term debt securities. BITC does not invest directly in bitcoin. BITC will seek to invest in
those Bitcoin Futures Contracts that provide the highest implied roll yield. Bitcoin Futures Contracts
are standardized, cash-settled futures contracts traded on commodity exchanges registered with
the
CFTC that use bitcoin as the reference asset. Currently, the only such contracts BITC will hold are
those traded on, or subject to the rules of, the Chicago Mercantile Exchange (“CME”). In general, a
futures contract is a legal agreement to buy or sell a standardized asset on a specific date or during a
specific month that is facilitated through a futures exchange, such as the CME. When a futures contract
reaches its expiration, the holder of a futures contract (such as the Fund) must sell that futures contract
and replace them with new futures contracts with a later expiration date. This is called “rolling.”
BITC’s strategy is designed such that instead of automatically rolling into the next available Bitcoin
Futures Contract based on a predefined schedule (e.g., monthly), BITC will roll to the Bitcoin Futures
Contract (from the list of eligible CME Bitcoin Futures Contracts) that exhibits the highest implied
roll yield under current market conditions.
(3) Bitwise Ethereum Strategy ETF (Registered Fund)
The Bitwise Ethereum Strategy ETF (“AETH”) seeks to achieve its investment objective through
managed exposure to ether futures contracts (“Ether Futures Contracts”) and investments in short-
term debt securities. AETH does not invest directly in ether. AETH generally seeks to invest in cash-
settled, front-month Ether Futures Contracts. AETH may also invest in back-month, cash-settled Ether
Futures Contracts. Front-month Ether Futures Contracts are those contracts with the shortest time to
maturity. Back-month Ether Futures Contracts are those with longer times to maturity. Ether Futures
Contracts are standardized, cash-settled futures contracts traded on commodity exchanges registered
with the CFTC that use ether as the reference asset. Currently, the only such contracts AETH will
hold are those traded on, or subject to the rules of, the Chicago Mercantile Exchange (“CME”). Ether
Futures Contracts are cash settled on their expiration date, unless they are “rolled” prior to expiration.
AETH intends to “roll” its futures positions in the week prior to expiration and will typically roll to
the next available contract (i.e., the contract with the next upcoming expiration date). However, AETH
is not required to roll the contracts at any specific time and AETH’s Adviser may roll the contracts at
any time of its choosing, depending upon prevailing market conditions and other factors.
(4) Bitwise Bitcoin and Ether Equal Weight Strategy ETF (Registered Fund)
The Bitwise Bitcoin and Ether Equal Weight Strategy ETF (“BTOP”) seeks to achieve its investment
objective through equally weighted exposure to Bitcoin Futures Contracts and Ether Futures
Contracts (together with Bitcoin Futures Contracts, “Bitcoin and Ether Futures Contracts”). BTOP
does not invest directly in bitcoin or ether. BTOP will equally weigh its exposure to Bitcoin Futures
Contracts and Ether Futures Contracts, meaning that it will seek 50% economic exposure to Bitcoin
Futures Contracts and 50% economic exposure to Ether Futures Contracts on each portfolio rebalance.
BTOP will rebalance these exposures quarterly. Allocations to either Bitcoin Futures Contracts or
Ether Futures Contracts will generally be to cash-settled, front-month Bitcoin Futures Contracts or
Ether Futures Contracts, as applicable. BTOP may also invest in back-month, cash-settled Bitcoin and
Ether Futures Contracts.
(5) Bitwise Multi-Strategy Alpha Master Fund, Ltd., Bitwise Multi-Strategy Alpha Fund Onshore, LP
and Bitwise Multi-Strategy Alpha Fund Offshore, Ltd. (Private Fund)
The Alpha Fund seeks to achieve risk-adjusted capital appreciation by pursuing an absolute return
mandate in the digital asset ecosystem using a combination of multi-manager and opportunistic
investing. The Alpha Fund is predominantly a fund of funds that seeks diversified exposure to liquid
digital assets with a focus on risk management. However, the Alpha Fund may also make portfolio
investments directly. The Alpha Fund focuses on fundamental “Web3” thesis-driven investing:
market-neutral strategies targeting arbitrage; relative value and quantitative strategies; and special-
situation opportunities.
C. Client-Tailored Services
Bitwise provides investment advisory services to Private Funds and Registered Funds based on the investment
objectives, strategies and restrictions as set forth in each Fund’s prospectus or offering document.
D. Participation in Wrap Fee Program
Bitwise does not offer or participate in wrap fee programs.
E. Assets Under Management
Bitwise is eligible for registration with the SEC as a registered investment adviser because Bitwise is an
investment adviser to certain Registered Funds, which are investment companies registered under the
Investment Company Act of 1940. As of the date of this filing, Bitwise manages approximately $37,211,230
in regulatory assets on a discretionary basis and $0 on a non-discretionary basis.
F. Other Clients
Currently, Bitwise does not offer separately managed accounts to or conduct business with clients other than
Funds.