Terms and conditions
Terms and Conditions for Metzora Capital Website
The terms and conditions of use set forth below apply to this website (collectively, the “Site”). Please read these terms and conditions carefully before using the Site. By using this Site, you acknowledge that you have read, understood and agreed to the terms and conditions of use. If you do not agree to these terms and conditions of use, you may not access or use the Site. Metzora Capital Capital Management LP and its respective affiliates (collectively referred to as the “Firm,” “Metzora Capital,” “us”, “we” or “our”) reserves the right, at our discretion, to change, modify, add or remove portions of these terms at any time. Therefore, we suggest that you review these terms periodically for changes. By using our Site after we have posted changes to these terms and conditions of use, you are agreeing to be bound by these terms.
Users of this Site are responsible for observing all applicable laws and regulations in their relevant jurisdictions before proceeding to access the information contained herein. The information provided in or accessible through the Site is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Metzora Capital to any registration or other requirement within such jurisdiction or country. Metzora Capital reserves the right to limit access to the Site to any person, geographic region or jurisdiction. By proceeding to access the information, you are deemed to have represented and warranted that the applicable laws and regulations of your relevant jurisdiction allow you to do so.
No Offer, Recommendation or Solicitation
None of the information contained on this Site constitutes a recommendation, solicitation or offer by Metzora Capital or its affiliates to buy or sell any securities, futures, options or other financial instruments or provide any investment advice or service. The content on this Site is provided for information purposes only. Except where otherwise indicated, the information on this Site 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. Certain information contained herein (including financial information) has been obtained from published and nonpublished sources. Such information has not been independently verified by Metzora Capital, and Metzora Capital does not assume responsibility for the accuracy of such information.
Without limiting the generality of the foregoing, no information contained on this Site constitutes or would be deemed to constitute an invitation in any jurisdiction to invest or otherwise deal in the shares (“Shares”) of Metzora Capital. (“GDH”), the interests of the Metzora Bitcoin Funds (collectively the “Bitcoin Fund”), the interests of the Metzora Crypto Index Funds (collectively the “Index Fund”) or the interests of the Metzora Venture Fund (the “Venture Fund” and together with the Bitcoin Fund and the Index Fund, the “Funds”). None of the information contained in this Site constitutes an offer to sell, or a solicitation of an offer to buy or subscribe for, any Shares, interests in the Funds or other securities in the United States or in any other jurisdiction, nor shall it, or the fact of its distribution, form the basis of, or be relied upon, in connection with or act as an inducement to enter into any contract or commitment therefor.
If any offer and sale of interests in a Fund is made, it will be pursuant to the confidential offering memorandum of the applicable Fund (the “Offering Memorandum”). Any decision to make an investment in a 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.
Shares may not be purchased by an “employee benefit plan” within the meaning of the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”), including (i) an investor using assets of: (A) an “employee benefit plan” as defined in Section 3(3) of ERISA that is subject to Title I of ERISA; (B) a “plan” as defined in Section 4975 of the U.S. Internal Revenue Code, as amended (the “IRC”), including an individual retirement account or other arrangement that is subject to Section 4975 of the IRC; or (C) an entity which is deemed to hold the assets of any of the foregoing types of plans, accounts or arrangements that is subject to Title I of ERISA or Section 4975 of the IRC.
Neither MZC nor any of its affiliates is, or expects to be, registered as an investment company under the U.S. Investment Company Act of 1940, as amended (the “Investment Company Act”), and investors will not be entitled to the benefits of the Investment Company Act.
In addition, the Shares in MZC have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”). Consequently, Shares in MZC may not be offered, sold or otherwise transferred within the United States or to, or for the account or benefit of, “U.S. persons” as defined in Regulation S under the Securities Act absent registration or an exemption from registration under the Securities Act. No public offering of any Shares in MZC is being, or has been, made in the United States.
Moreover, none of the information on this Site 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 Funds, or the adequacy of the information contained herein. MZC is an exempted company limited by shares under the Companies Law (2016 Revision) of the Cayman Islands. Neither the Unites States or elsewhere has commented upon or approved the terms or merits of this disclaimer and takes no responsibility for the financial soundness of MZC or for the correctness of any of the statements made or opinions expressed with regard to it. Any representation to the contrary is a criminal offense in the United States.
Market index information shown herein, such as that of the Bloomberg Metzora Crypto Index and the Bloomberg Bitcoin Cryptocurrency Fixing Rate (collectively the “Index”) is included to show relative market performance for the periods indicated and not as standards of comparison, since these are unmanaged, broadly based indices which differ in numerous respects from the portfolio composition of the Funds. Market index information was compiled from sources that Bloomberg believes to be reliable. No representation or guarantee is made hereby with respect to the accuracy or completeness of such data. The information contained herein is provided for informational purposes only, is not complete, and does not contain certain material information about the Funds, including important disclosures and risk factors associated with an investment in the Funds, and is subject to change without notice.
The performance of the Bitcoin Funds will vary from the performance of the Bloomberg Bitcoin Cryptocurrency Fixing Rate.
The performance of the Index Fund will vary from the performance of the Bloomberg Metzora Crypto Index.
Risk of Investing
All investment is subject to risk. The value of securities and the value of any interests in the Funds may go down as well as up. Past performance is no guarantee of future returns and there is no guarantee that the market price of interests in the Funds or other securities will fully reflect their underlying net asset value. There is also no guarantee that any securities’ investment objective will be achieved. Any investment in the Funds or in the Shares may result in a loss of the entire amount invested. Investment losses may occur, and investors could lose some or all of their investment. Nothing herein is intended to imply that the Metzora Capital’s investment methodology may be considered “conservative”, “safe”, “risk free”, or “risk averse.” Neither historical returns nor economic, market or other performance is an indication of future results.
The information contained in this Site has been prepared without reference to any particular user’s investment requirements or financial situation. Certain transactions give rise to substantial risk and are not suitable for all investors.
Prior to the execution of any transaction, you should consult your business advisor, attorney and tax and accounting advisors with respect to the price, suitability, value, risk or other aspects of any security or other investment.
Pricing and other information generated through the use of data or services made available herein may not reflect actual prices or values that would be available in the market at the time provided or at the time that the user may want to purchase or sell a particular security or other instrument.
Certain statements on the Site reflect Metzora Capital’s views, estimates, opinions or predictions (which may be based on proprietary models and assumptions, including, in particular, Metzora Capital’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 Metzora Capital and its subsidiaries may vary substantially from, and be less than, the estimated performance. None of Metzora Capital nor any of its 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 on this Site. Each of the aforementioned parties expressly disclaims any and all liability relating to or resulting from the use of the information on this Site.
Nothing in this Site is, or should be relied on as, a promise or representation as to the future. This Site contains forward-looking statements, which reflect the views of Metzora Capital or any of their respective affiliates You can identify these forward-looking statements by the use of words such as “believe”, “expect”, “potential”, “continue”, “may”, “will”, “should”, “seek”, “approximately”, “predict”, “intend”, “plan”, “estimate”, “anticipate” or other comparable words. These forward-looking statements are subject to various risks, uncertainties and assumptions. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements, many of which are included in GDH’s risk factors in its filings available on www.SEDAR.com or in the risk factors included in the relevant Offering Memorandum of a particular Fund. Should any assumptions underlying the forward-looking statements contained on this Site prove to be incorrect, the actual outcome or results may differ materially from outcomes or results projected in these statements. None of GDH, Metzora Capital or any of their respective affiliates undertakes any obligation to update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by applicable law or regulation.
Governing Law and Consent to Jurisdiction
These terms and your use of the Site shall be governed by the laws of the United States of America and the State of New York without regard to its conflicts of laws principles. Any legal action or proceeding related to this Site shall be brought exclusively in a federal or state court of competent jurisdiction sitting in New York.
Although Metzora Capital has taken all reasonable care to ensure that the information contained within this Site is accurate no representation or warranty (including liability towards third parties), expressed or implied, is made as to its accuracy, reliability or completeness by Metzora Capital. Opinions and any other contents expressed on this Site are provided for your personal use and informational purposes only and are subject to change without notice. Nothing contained on this Site constitutes investment, legal, tax or other advice and is not to be relied on in making an investment or other decision. You should obtain relevant and specific professional advice before making any investment decision.
The materials in the Site are provided “AS IS” and without warranties of any kind, either express or implied, to the fullest extent permissible pursuant to applicable law. Metzora Capital further does not assume any responsibility for, nor make any warranties that, information and supplies contained on this Site will be uninterrupted or error-free, that defects will be corrected, or that this Site or the servers that make it available will be free of viruses or other harmful components.
You agree that under no circumstances, including, but not limited to, negligence, shall Metzora Capital or any third party that has provided information contained in this Site or any of their respective affiliates be liable for any direct, special or consequential damages that result from the access or use of, or the inability to access or use, the materials on this Site.
How are Management Fee costs distributed?
Metzora's board of directors established a fee policy that governs the division of operating costs among all participating investors. The policy states that every investor can qualify for a management fee refund charged to members depending on their investment alternatives based on the amount of their average assets per member, the number of members, and the degree of monthly contributions paid
Every year, the fee rates for investors are reviewed. Investors' efforts to raise the size of their assets can thus be rapidly rewarded by increasing their rebate to 1.25 percent. The rebate reduces the usual charge rates specified for each investment option. For example, if an investor qualifies for a 0.90 percent refund, the fee rate for Trajectory or diversified funds, which have typical charge rates of 1.95 percent, will be 1.05 percent. Please keep in mind, however, that certain funds have minimum fees.
What is the purpose of fees?
The fees you pay are roughly used to fund the costs of the administrator's plan operation, which includes processing contributions, keeping accounts, creating statements, and paying benefits. They also enable Metzora to compensate portfolio managers and other institutions involved in the asset and fund management process.
Finally, because of them, can supply all of the other services that members require or that are necessary to ensure the effectiveness of its retirement system. The majority of the fees you pay are deducted directly from your account, however some may be paid by the funds in which you participate. Some of the fees you pay are taxed. To guarantee that fees are consistently disclosed, the following terminology are used in the reports you receive or consult on the website:
These fees include the amount you pay the administrator, as negotiated by Metzora, to manage and administer your account and pooled funds, as well as the amount Metzora pays the administrator to act as the administrator's mediator between the administrator and members.
Investment and operation fees
These fees cover the costs associated with the fund managers and asset custodian, as well as Metzora's investment monitoring activities.
The associated fund pays additional fees to specific fund managers only when their real performance surpasses the threshold established with Metzora.
Termination of account
>Cancellation of account has it very processes. Firstly. Users need to make this known to their portfolio managers which would in turn make the process quicker. Metzora funds are securely traded as Blocked Funds which in turn gives our expert management team a “Trade Only” access to invested funds.
In a case where by a trading account is less than a trading year, Account owner would be notified to settle the management team with a 6% fee charge of the total accumulated funds approximated on their trading account balance. Thus, Would cover for the account management fee required during the whole trading period then also would clear the funds liquidation damages.
Following this process User’s trading account would be subjected to an accelerated algorithmic trading which would in turn speed up the trading structure for the investment account based on its original projected return. I.e: Investors would be able to receive in full, the approximated profit returns after account termination process has been successfully completed.
To enact this process, A 10% Gas fee payment would be provided by Account User, The gas fee provided covers for conversion of blocked funds to the designated wallet format provided by the investor under the ERC20 network.
Note: Metzora Capital Covers 2.5% of the the gas fee requirement so Users are expected to provide the remaining 7.5% which is quite refundable after investors funds has been successfully released from the AML Blocked Funds systems. Metzora AML Dividend Funds are delivered through a third-party Escrow mechanism which serves as a safe payment method, ensuring that both parties involved in any financial transactions are fully paid. It is mandatory that Users satisfies the requirements for account termination Upon account termination initialization.
If any provision of these terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions. Metzora Capital reserves the right to alter or delete materials from this Site at any time at its discretion.
Unless otherwise expressly noted, all information and materials, including, without limitation, images, illustrations, designs, icons, photographs, video clips, and written and other materials, that are part of the Site are copyrights, trademarks, service marks, trade names, trade dress and/or other intellectual property owned, controlled or licensed by Metzora Capital. No material from the Site may be copied, reproduced, republished, uploaded, posted, transmitted or distributed in any way; provided, however, that you may download, where specifically permitted, one copy of the materials on any single computer for your personal, non-commercial use only, provided you keep intact and properly display all copyright and other proprietary notices. You may not distribute, modify, transmit, reuse, repost, or use the content of the Site, including, without limitation, any text, images, audio and video, for public or commercial purposes without Metzora Capital’s written permission. Modification or use of the information or materials for any other purpose will violate the copyright and/or intellectual property rights of Metzora Capital. Metzora Capital will not treat users of this Site as its clients by virtue of their accessing this Site.
BLOOMBERG is a trademark or service mark of Bloomberg Finance L.P. Metzora is a trademark of Metzora Capital. Bloomberg Finance L.P. and its affiliates (collectively, Bloomberg) are not affiliated with Metzora Capital. Bloomberg’s association with Metzora Capital is to act as the administrator and calculation agent of the Bloomberg Metzora Crypto Index and the Bloomberg Bitcoin Cryptocurrency Fixing Rate (collectively, 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 Capital 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 Capital 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.
Canada Patriot Act Notice to Clients
The Canada Patriot Act and other applicable rules and regulations, require us to obtain, verify, and record information to identify each entity or individual that enters into a business relationship with us. We may ask for your address, identification number, corporate documents or other identifying information to help us verify your identity. We may use a third party source to confirm the information you provide us.
CUSTOMER COMPLAINT NOTICE DISCLOSURE STATEMENT SEC Rule 17a-3(a)(18)(ii)
In accordance with SEC Rule 17a-3(a)(18)(ii) complaints may be reported to the Chief Compliance Officer immediately by telephone at (212) 390-9216 or by mail at the following address:
Metzora Capital Advisors LLC
150 King St W, Toronto,
Ontario, M5H 1J9, Canada
Business Continuity Plan
Metzora Capital is committed to protecting the interests of our clients in the event of Significant Business Disruption (SBD). The Business Continuity Plan summary below details how we will respond to events that significantly disrupt our business.
Our Firm will respond as immediately as practicable to an SBD by:
- safeguarding employees’ lives and Firm and client property,
- making a financial and operational assessment,
- recovering and resuming operations,
- protecting the Firm’s books and records, and
- allowing clients access to our expertise and services to pursue existing engagements.
In the unlikely event that we determine we are unable to continue our business, we will notify our clients to that effect and make available to each of them any records and other documents we maintain related to the continuation of their business. The Firm has a comprehensive architecture for the electronic back-up and recovery of its data through its data hosting providers.
In the event of an SBD, we will authorize employees to remain at each person’s respective home using the contact information provided to us. Each individual has home telephone and/or cellular phone contact information. Actual physical office space is not necessary to the continuity of our operations during a dire emergency and for short periods of time. In the event of a long-term SBD, we will consider moving our staff from affected offices to the closest of our unaffected office locations.
We communicate with our clients using the telephone, email, our website, fax, US mail, delivery services and in-person visits at our Firm or at the other’s location. In the event of an SBD, we will assess which means of communication are still available to us, and use the means closest in speed and form (written or oral) to the means that we have used in the past to communicate with the other party. For example, if we have communicated with a party by email but the Internet is unavailable, we will call them on the telephone and follow up where a record is needed with paper copy in the US mail or rapid delivery service.
If you have questions regarding our Business Continuity Plan, you may contact us at email@example.com. The Firm will review this Business Continuity Plan at least annually to modify it for any changes in our operations, structure, business or location.