The information (Information) contained herein (which term also refers to any document that contains a link to this page) may not be reproduced or redistributed in whole or in part, in any format, without the express written approval of Metzora Capital LP. (together "MZC"). The Information regarding the Metzora Bitcoin Funds, the Metzora Crypto Index Funds, the Metzora Ethereum Funds and any other Metzora sponsored funds (the Funds) referenced within this piece is provided for informational purposes only. The key facts referenced herein are subject to change.
Certain statements reflect MZC’s views, estimates, opinions or predictions (which may be based on proprietary models and assumptions, including, in particular, MZC’s views on the current and future market for digital assets), and there is no guarantee that these views, estimates, opinions or predictions are currently accurate or that they will be ultimately realized. To the extent these assumptions or models are not correct or circumstances change, the actual performance of MZC, Bitcoin and the Fund may vary substantially from, and be less than, the estimated performance. None of MZC, the Fund nor any of their respective affiliates, shareholders, partners, members, directors, officers, management, employees or representatives makes any representation or warranty, express or implied, as to the accuracy or completeness of any of the Information or any other information (whether communicated in written or oral form) transmitted or made available to you. Each of the aforementioned parties expressly disclaims any and all liability relating to or resulting from the use of the Information or such other information.
The information contained herein is provided for informational purposes only, is not complete, and does not contain certain material information about the Fund, including important disclosures and risk factors associated with an investment in the Fund, and is subject to change without notice. This information is not intended to be, nor should it be construed or used as an offer to sell, or a solicitation of any offer to buy, shares or limited partnership interests in the Fund.
Hedge funds and other alternative investments involve a high degree of risk and can be illiquid due to restrictions on transfer and lack of a secondary trading market. They can be highly leveraged, speculative, and volatile, and an investor could lose all or a substantial amount of an investment. Alternative investments may lack transparency to investors of information as to share price, valuation, and portfolio holdings. Complex tax structures often result in delayed tax reporting and potentially materially different returns for offshore versus onshore investors. Compared to mutual funds, alternative investments are subject to less regulation and often charge higher fees.
The performance of the Fund will vary from, as applicable, the performance of the Bloomberg Metzora Crypto Index, Bloomberg Bitcoin Cryptocurrency Fixing Rate or other reference point or index referred to in the offering memorandum of the particular Fund. Fixing rate reference points and indices are unmanaged and cannot be invested in directly.
The Information is being provided to you solely for discussion purposes and may not be used or relied on for any purpose (including, without limitation, as legal, tax or investment advice) as a potential service provider to the Fund without the express written approval of MZC. The Information is not an offer to buy or sell, nor is it a solicitation of an offer to buy or sell, interests in the Funds or any advisory services or any other security or to participate in any advisory services or trading strategy. If any offer and sale of securities is made, it will be pursuant to the confidential offering memorandum of the Fund (the Offering Memorandum). Any decision to make an investment in the Fund should be made after reviewing such Offering Memorandum, conducting such investigations as the investor deems necessary and consulting the investor’s own investment, legal, accounting and tax advisors in order to make an independent determination of the suitability and consequences of an investment.
Except where otherwise indicated, the Information is based on matters as they exist as of the date of preparation and not as of any future date and will not be updated or otherwise revised to reflect information that subsequently becomes available, or circumstances existing or changes occurring after the date hereof.
Investing in the Fund and digital assets, including Bitcoin and Ethereum, involves a substantial degree of risk. There can be no assurance that the investment objectives described herein will be achieved. Any investment in the Fund may result in a loss of the entire amount invested. Investment losses may occur, and investors could lose some or all of their investment. No guarantee or representation is made that MZC’s investment strategy, including, without limitation, its business and investment objectives, diversification strategies or risk monitoring goals, will be successful, and investment results may vary substantially over time. Nothing herein is intended to imply that the MZC’s investment methodology may be considered “conservative”, “safe”, “risk free”, or “risk averse.” Please the additional information below regarding the other risks of investments in digital assets. Neither historical returns nor economic, market or other performance is an indication of future results.
Certain information contained herein (including financial information) has been obtained from published and non-published sources. Such information has not been independently verified by MZC, and MZC does not assume responsibility for the accuracy of such information.
MZC does not provide tax, accounting or legal advice, or advice with respect to portfolio construction. Recipients are encouraged to consult with their own advisors. An investment in the Fund entails a high degree of risk (including the risk of loss of the entire investment) and may not be appropriate for each recipient. Notwithstanding anything to the contrary, each recipient of this Information, and each employee, representative or other agent of such recipient may disclose to any and all persons, without limitation of any kind, the U.S. income and franchise tax treatment and the U.S. income and franchise tax structure of the transactions contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are provided to such recipient relating to such tax treatment and tax structure insofar as such treatment and/or structure relates to a U.S. income or franchise tax strategy provided to such recipient by MZC.
Certain information contained herein constitutes forward-looking statements, which can be identified by the use of terms such as “may”, “will”, “should”, “expect”, “anticipate”, “project”, “estimate”, “intend”, “continue” or “believe” (or the negatives thereof) or other variations thereof. Due to various risks and uncertainties, including those discussed above, actual events or results, the ultimate business or activities of MZC or the Fund or the actual performance of MZC or the Fund may differ materially from those reflected or contemplated in such forward-looking statements. As a result, investors should not rely on such forward-looking statements in making their investment decisions.
None of the Information has been filed with the U.S. Securities and Exchange Commission, any securities administrator under any state securities laws or any other governmental or self-regulatory authority. No governmental authority has opined on the merits of the offering of any securities by the Fund, or the adequacy of the information contained herein. Any representation to the contrary is a criminal offense in the United States. Affiliates of MZC own investments in some of the digital assets discussed here.
For UK Investors: This Fund is an unregulated collective investment scheme and the promotion of the fund either within the UK or from the UK is restricted by law. This information is only being made available to persons falling within the Financial Services and Markets Act 2000 (Promotion of Collective Investment Schemes) (Exemptions) Order 2001. Such persons include investment professionals, high net worth companies, certified high net worth and sophisticated individuals. A commitment to the fund should only be made by persons with professional experience of participating in such funds and this document should not be relied upon by any other person.
BLOOMBERG is a trademark or service mark of Bloomberg Finance L.P. Metzora is a trademark of MZC. Bloomberg Finance L.P. and its affiliates (collectively, Bloomberg) are not affiliated with MZC, the Fund and their respective affiliates (collectively, Galaxy). Bloomberg’s association with Metzora is to act as the administrator and calculation agent of the Index, which is the property of Bloomberg. Neither Bloomberg nor Metzora guarantee the timeliness, accurateness, or completeness of any data or information relating to the Index or results to be obtained. Neither Bloomberg nor Metzora make any warranty, express or implied, as to the Index, any data or values relating thereto or any financial product or instrument linked to, using as a component thereof or based on the Index (Products) or results to be obtained therefrom, and expressly disclaims all warranties of merchantability and fitness for a particular purpose with respect thereto. To the maximum extent allowed by law, Bloomberg, Metzora and its or their licensors, and its and their respective employees, contractors, agents, suppliers, and vendors shall have no liability or responsibility whatsoever for any injury or damages—whether direct, indirect, consequential, incidental, punitive, or otherwise—arising in connection with the Index, any data or values relating thereto or any Products—whether arising from their negligence or otherwise.
Securities transactions are effected through Metzora Capital Partners LLC, a member of FINRA and SIPC.
Metzora FUNDS RISK FACTORS
Please note that the following are not all the risk factors associated with Digital Assets or the Funds. Refer to the Offering Memorandum of the applicable Fund for more risk factors.
Investment Risks Generally. An investment in the Fund, involves a high degree of risk, including the risk that the entire amount invested may be lost. A Fund will invest in directly or through other pooled investment vehicles (“Other Private Funds”) in Digital Assets (such as Bitcoin, Ethereum, other cryptocurrencies or blockchain based assets, including those that represent the Decentralized Finance (or DeFi) portion or sector of the digital assets market) using strategies and investment techniques with significant risk characteristics, including risks arising from the volatility of the global Digital Assets markets and the risk of loss from counterparty defaults. The Fund’s investment program may use investment techniques that involve substantial volatility and can, in certain circumstances, substantially increase the adverse impact to which the Fund may be subject. All investments made by the Fund will risk the loss of capital. No guarantee or representation is made that the Fund’s investment program will be successful, that the Fund will achieve its investment objective or that there will be any return of capital invested to investors in the Fund, and investment results may vary.
Different from Directly Owning Bitcoin, Ethereum or Other Digital Assets. The performance of the Fund will not reflect the specific return an investor would realize if the investor actually purchased a Digital Asset. Investors in the Fund will not have any rights that Digital Asset holders have.
No Guarantee of Return or Performance. The obligations or performance of the Fund or the returns on investments in the Fund are not guaranteed in any way. Any losses of the Fund will be borne solely by investors in the Fund. Ownership interests in the Fund are not insured by the Federal Deposit Insurance Corporation, and are not deposits, obligations of, or endorsed or guaranteed in any way, by any banking entity.
Regulation. Digital Assets, including Bitcoin, Ethereum and DeFi tokens, are loosely regulated. Ongoing and future regulatory actions may alter, perhaps to a materially adverse extent, the value of a Fund’s investment. If any Digital Asset is determined to be a “security” under U.S. federal or state securities laws or a Digital Asset exchange is determined to be operating illegally, it may have material adverse consequences for Digital Assets due to negative publicity or a decline in the general acceptance of Digital Assets. As such, any determination Digital Asset exchanges are operating illegally or that any Digital Asset is a security under U.S. federal or state securities laws may adversely affect the value of a particular Digital Asset or Digital Assets generally and, as a result, the value of a Fund’s investment.
Exchanges. Exchanges may suffer from operational issues, such as delayed execution, that could have an adverse effect on the Fund. Digital Asset exchanges have been closed due to fraud, failure or security breaches. Any of the Fund’s funds that reside on an exchange that shuts down or suffers a breach may be lost.
Value. Several factors may affect the price of Digital Assets, including Bitcoin, Ethereum and DeFi tokens, including, but not limited to: supply and demand, investors’ expectations with respect to the rate of inflation, interest rates, currency exchange rates or future regulatory measures (if any) that restrict the trading of a Digital Asset or the use of a Digital Asset as a form of payment. There is no assurance that a Digital Asset will maintain its long-term value in terms of purchasing power in the future, or that acceptance of bitcoin payments by mainstream retail merchants and commercial businesses will continue to grow.
Protocol. Many Digital Asset networks, including Bitcoin, Ethereum and DeFi tokens, operate on open-source protocols maintained by groups of core developers. The open-source structure of these network protocols means that certain core developers and other contributors may not be compensated, either directly or indirectly, for their contributions in maintaining and developing the network protocol. Lack of incentives to, or a failure to properly, monitor and upgrade network protocol could damage a Digital Asset network. It is possible that a Digital Asset protocol has undiscovered flaws that could result in the loss of some or all assets held by the Fund. There may also be network-scale attacks against a Digital Asset protocol, which could result in the loss of some or all of assets held by the Fund. Advancements in quantum computing could break a Digital Asset’s cryptographic rules. The Fund makes no guarantees about the reliability of the cryptography used to create, issue, or transmit Digital Assets held by the Fund.
Volatility & Supply. Values of Digital Assets have historically been highly volatile, experiencing periods of rapid price increase as well as decline. For instance, there were steep increases in the value of certain Digital Assets, including Bitcoin, over the course of 2017, and multiple market observers asserted that digital assets were experiencing a “bubble.” These increases were followed by steep drawdowns. During the period from December 17, 2017 to February 5, 2018, Bitcoin experienced a decline of roughly 60%. More recently, during the period from February 13, 2020, until March 16, 2020, the value of Bitcoin fell by over 50%. Bitcoin had a strong start to 2021, hitting an all time high of nearly$65k in April. But, it closed H1 2021 down 47% from its record. Supply of Digital Assets is determined by computer code, not by a central bank. For example, uncertainty related to the effects of Bitcoin’s recent and future “halving” could contribute to volatility in the Bitcoin markets. The value of the Bitcoin or other Digital Assets held by a Fund could decline rapidly in future periods, including to zero.
Decentralized Finance (DeFi) Risks. Decentralized Finance (or DeFi) refers to a variety of blockchain-based applications or protocols that provide for peer-to-peer financial services using smart contracts and other technology rather than such services being offered by central intermediaries. Common DeFi applications include borrowing/lending Digital Assets and providing liquidity or market making in Digital Assets. Because DeFi applications rely on smart contracts, any errors, bugs, or vulnerabilities in smart contracts used in connection with DeFi activities may adversely affect such activities. DeFi lending is subject to counterparty risk and credit risk, but because lending is automated through the DeFi protocol, rather than individual decisions made by a portfolio manager on behalf of a Fund, such risks may be exacerbated, particularly if there are flaws in DeFi protocol’s code or operation. DeFi applications may involve regulated financial products or regulated activities, however because of their decentralized nature, there is generally no entity subject to regulatory supervision. Accordingly, DeFi applications may be subject to more risks than engaging in similar activities through regulated financial intermediaries. In addition, in certain decentralized protocols, it may be difficult or impossible to verify the identity of a transaction counterparty necessary to comply with any applicable anti-money laundering, countering the financing of terrorism, or sanctions regulations or controls. All of these risks could cause the value of DeFi tokens held by a Fund to decline, including to zero.
Fund of Funds Risks. A Metzora Vision Hill Fund’s approach to investment in Other Private Funds subjects the Fund to risks and expenses of the Other Private Funds. Such risk encompasses the possibility of loss due to the Other Private Funds’ fraud, intentional or inadvertent deviations from a predefined investment strategy (including excessive concentration, directional investing outside of predefined ranges, excessive leverage, or new capital markets), or simply poor judgment. The returns of the Other Private Funds are impacted by the ability of the Other Private Funds and their general partners or investment managers, in their capacity as the investment manager to the Other Private Funds, to successfully apply their investment techniques to generate profits for the Other Private Funds. The volatility of the Other Private Funds will depend on the nature of their exposure to investments and on each general partner or investment manager, in their capacity as the investment manager to the Other Private Funds, ability to reduce risk by trading and hedging techniques. There can be no assurance that the Other Private Funds will achieve their objectives or avoid substantial losses During the lifetime of the Fund, there could be material changes in the Other Private Funds The effect of such changes of the Other Private Funds cannot be predicted but could be material and adverse Under certain circumstances, the Fund may not be able to exit an underlying investment in the Other Private Fund or alter its portfolio allocation in response to any such changes, which may result in substantial losses from investing in the Other Private Funds. All of these risks could cause the value of the Other Private Funds held by the Fund to decline, including to zero. The fund of funds structure also exposes investors to multiple layers of expenses and fees. Fund investors will incur management, performance, advisory, sponsorship or other fees and expenses due to the Fund’s investing in or allocating assets to Other Private Funds. Further, the Other Private Funds investments will subject the Fund to normal operating fees and expenses, including exchange commissions or other fees and costs associated with their investments. Performance fees will be calculated separately for each Other Private Fund, so the Fund could bear substantial performance fees in respect of Other Private Funds whose trading is profitable even when the Fund as a whole has a loss. The fees and expenses of the Other Private Funds are in addition to those incurred by investors through an investment in the Fund itself. Such layers of fees could be substantial and have a material adverse effect on performance of an investment in the Fund.