Grayscale CoinDesk Crypto 5 ETF GDLC

Grayscale Digital Large Cap Fund LLC is a Cayman Islands limited liability company that issues Shares representing fractional undivided interests in a pool of digital assets selected according to the CoinDesk 5 Index methodology. The Fund’s purpose is to hold the top digital assets by market capitalization that meet specific criteria set by its Manager, providing investors with a convenient way to gain exposure to the performance of large cap cryptocurrencies without needing to manage the assets directly. Shares are created and redeemed only in whole Baskets of 100 Shares and are offered to accredited investors in private placements, with secondary market trading available on the OTCQX platform under the ticker GDLC.

The Fund does not produce traditional operating revenue; its economic return to investors derives from changes in the net asset value of the underlying digital asset holdings, which reflect market prices less the Fund’s expenses. The Manager receives a fee equal to 2.5 percent of the Fund’s net asset value, accrued daily and paid in the form of the Fund’s digital assets or cash, which constitutes the Fund’s primary recurring expense. Any additional costs incurred by the Fund, such as legal, audit, custodial, transfer agent and marketing fees, are reimbursed by the Manager as Manager paid Expenses, up to a specified limit. Consequently, investors’ gains or losses are driven principally by the price movements of the basket of digital assets held by the Fund.

Within the digital asset investment product landscape, Grayscale Digital Large Cap Fund LLC competes with other exchange traded products, trusts and notes that offer exposure to cryptocurrencies, such as CoinShares exchange traded notes and various futures based instruments. The Fund differentiates itself through its use of Coinbase Custody Trust Company, LLC as custodian, which stores the Fund’s private keys in geographically dispersed cold storage vaults and employs multiple factor security procedures to eliminate single points of failure. Additionally, the Fund’s investment objective tracks the CoinDesk 5 Index, a rules based large cap benchmark that is rebalanced quarterly and designed to provide diversified exposure to the most liquid digital assets, giving it a transparent methodology that competitors may lack.

The Fund’s customer base consists primarily of accredited investors who purchase Shares in private placements, as well as retail and institutional investors who trade the Shares on the OTCQX secondary market. Key service providers identified in the filing include Grayscale Securities, which acts as the sole Authorized Participant for creation and redemption of Baskets; Coinbase Custody Trust Company, LLC, which serves as custodian of the digital assets; The Bank of New York Mellon, which acts as administrator; and Continental Stock Transfer & Trust Company, which functions as transfer agent. These relationships enable the Fund to issue, transfer and record Shares while maintaining the security of the underlying digital assets.