Hashdex Asset Management Ltd. and its affiliates (‘Hashdex’) is providing this website for information purposes online to sophisticated prospective investors with respect to a potential interest in subscribing shares (‘Shares’) of the Hashdex Nasdaq Crypto Index ETF and/or the Victory Hashdex Nasdaq Crypto Index Fund LLC (the ‘Funds’). The information herein has not been filed with the U.S. Securities and Exchange Commission, any securities administrator under any state or foreign securities laws or any other governmental or self-regulatory authority. No governmental authority has issued opinions or approvals on the merits of the offering of any securities by the Funds or the adequacy of the information contained herein. Any representation to the contrary is a criminal offense in the United States.
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Investments in the Funds are speculative investments that involve high degrees of risk. The Shares are not registered under the Securities Act of 1933 (the ‘Securities Act’), the Securities Exchange Act of 1934, the Investment Company Act of 1940, or any state or foreign securities laws, and are being offered in private placements pursuant to the exemption from registration provided by Rule 506 of Regulation D, Regulation S of the Securities Act and other similar exemptions in the laws of the states and jurisdictions where the offering will be made. As a result, the Shares are restricted and subject to significant limitations on resales and transfers. Potential investors should carefully consider the long term nature of an investment in the Shares prior to making an investment decision. Shares of the Funds are not insured by the FDIC or any other governmental agency. This website is not an offer to buy or sell, nor is it a solicitation of an offer to buy or sell, the Shares 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 in accordance with the Funds’ Offering Memorandum (the ‘OM’) and other definitive documents, which should be read in their entirety, and only in jurisdictions where permitted by law.
Any offering or solicitation will be made only to certain qualified investors who are “accredited investors” as defined under Regulation D of the Securities Act, and any investments by U.S. persons will only be permitted to potential investors who demonstrate that status. Investors in the Shares must have the financial ability, sophistication, experience and willingness to bear the risks of such investment.
The relevant OMs describes risks related to an investment in the Funds (including loss of the entire investment) and will qualify and supersede the information presented in this website. The descriptions in this website do not purport to be complete, and are subject to the qualifications, restrictions, disclaimers and caveats set forth in the OMs. Investors should refer to the OMs for more complete information about the Funds, including certain investment risks, management fees and fund expenses. Prospective investors should carefully consider the additional risk and conflicts of interest disclosures in the OMs.
This website does not constitute part of the OMs or other offering document. Investments in the Funds are highly speculative and are not intended as a complete investment program. They are designed only for sophisticated persons who can bear the economic risk of the loss of their entire investment in the Funds and who have limited need for liquidity in their investment. There can be no assurance that the Funds will achieve their investment objective or return any capital. In making an investment decision, each investor must (i) review the OM and other definitive documents, (ii) rely on its own examination of the company and the terms of the offering, including the merits and risks involved, and (iii) consult with its attorneys and its investment, accounting, regulatory, ERISA, legal, financial and tax advisors to reach an independent assessment of the investment, its risks, adequacy and other relevant matters and to determine the consequences of an investment in the Funds. Any investment in the Funds may result in the loss of the full amount invested. There can be no assurance that the investment objectives of the Funds will be achieved, and the Funds have a very limited history. Investments in cryptocurrencies are highly speculative and volatile and are subject to many risks, including those described in the OMs. As such, the Funds may incur significant losses and investors could lose a part or the entirety or their investment.
The Funds’ fees and expenses, which may be substantial, will be paid using the Funds’ assets, which will reduce the Funds’ assets and the corresponding value of the respective investment. As passively managed funds, the Funds will not be managed to avoid losses from the decline in value of its portfolio, even if such losses or declines were foreseeable by Hashdex or third parties. Neither historical returns nor economic, market or other performance is an indication of future results. There is no guarantee that the views, estimates, opinions or predictions held by Hashdex are currently accurate or that they will be realized. Investors must have the financial ability, sophistication, experience and willingness to bear the risks of an investment in the Funds. The Funds invest in digital assets, the trading prices of which have experienced extreme volatility in their history (including in recent periods) and may continue to do so. For a number of reasons, trading prices for the digital assets held by the Funds could experience steep declines in value and the Shares could lose all or substantially all of their value. Due to the limited history of cryptocurrencies and the rapidly evolving nature of the cryptocurrency market, it is not possible to know all the risks involved in making an investment in cryptocurrencies, and new risks may emerge at any time. Cryptocurrencies have gained commercial acceptance only within the past decade and, as a result, there is little data on their long-term investment potential. Additionally, due to the rapidly evolving nature of the cryptocurrency market, including the development of new cryptocurrencies and advancements in the underlying technology, it is not possible to predict which cryptocurrencies will be included in the NCI in the future. New cryptocurrencies or changes to existing cryptocurrencies may expose those who invest in the Funds to additional risks which are impossible to predict. This uncertainty makes investments in the Funds very risky. The information above is not a complete list of the risks and other important factors to be taken into account in investing in the Funds, and is subject to the more complete disclosures in the OMs and definitive documents, which may be provided by Hashdex to accredited investors.
Nasdaq® and Nasdaq Crypto Index (NCI), are registered trademarks of Nasdaq, Inc. (which with its affiliates is referred to as the “Corporations”) and are licensed for use by Hashdex Asset Management Ltd. The Funds have not been passed on by the Corporations as to their legality or suitability. The Funds are not issued, endorsed, sold, or promoted by the Corporations. The Corporations make no warranties and bear no liability with respect to the funds.
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