Important Information & Disclosures
This site and the information on it is neither directed at nor made available to retail clients. It is directed only at persons who are professional investors (for the purposes of the Alternative Investment Fund Managers Directive (2011/61/EU) (known as ‘AIFMD’); professional clients or eligible counterparties for the purposes of the Markets in Financial Instruments Directive (Directive 2004/39/EC) (known as ‘MiFID’); or as otherwise defined under applicable local regulations and at whom this site and the information on it may lawfully be directed in any relevant jurisdiction. Please contact us if you require any further information on your status.
QUALIFIED INVESTOR STATUS FOR THAI CITIZENS
Individuals/corporations with assets of at least 50 million Thai baht ($1.6 million) but less than 100 million Thai baht can now invest in securities abroad for up to $1 million a year, as stated by the Bank of Thailand (BOT).
Individuals/corporations with assets of at least 100 million Thai baht will be entitled to invest $5 million a year, as stated by the Bank of Thailand (BOT).
ACCREDITED INVESTOR STATUS FOR U.S. CITIZENS
I hereby certify that I have answered the foregoing questions to the best of my knowledge and that my answers hereto are complete and accurate.
The purpose of this Statement is to obtain information relating to whether or not you are an accredited investor as defined in Securities and Exchange Regulation D as well as your knowledge and experience in financial and business matters and to your ability to bear the economic risks of an investment in the Company.
As used in Regulation D, the following terms shall have the meaning indicated:
Accredited investor. Accredited investor shall mean any person who comes within any of the following categories, or who the issuer reasonably believes comes within any of the following categories, at the time of the sale of the securities to that person:
- Any bank as defined in section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any insurance company as defined in section 2(13) of the Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act; any Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;
- Any private business development company as defined in section 202(a)22 of the Investment Advisers Act of 1940;
- Any organization described in section 501(c)3 of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;
- Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer;
- Any natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of his purchase exceeds $1,000,000, excluding the value of the person’s primary residence, but including any excess liability between the value of the residence and the amount of any obligation(s) thereon;
- Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;
- Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described.
Your use of our site
You must NOT use our site (or permit or procure others to use it) as follows:
(A) for any unlawful, improper or illegal purpose or activity;
(B) to violate our or any third party’s copyright, trademark, proprietary or other intellectual property rights;
(C) to damage our name or reputation or that of our affiliates or any third parties;
(D) to impersonate any of our employees or other person or use a false name while using our site or implying an association with us;
(E) to penetrate our security measures or other entities’ systems (“hacking”);
(F) to generate excessive amounts of internet traffic, to interfere with our network or other’s use of our site or to engage in activities designed to or having the effect of degrading or denying service to users of our site or others;
(G) to introduce viruses, worms, harmful code and/or Trojan horses onto the internet or into our site or any other entity’s systems and it is your responsibility to ensure that whatever you download or select for your use from our site is free from such items; and/or
(H) to transmit confidential or proprietary information, except solely at your own risk.
These presentation materials (collectively, this “Presentation”) have been provided in order to provide a high-level overview of Varys Capital, certain of their operational and advisory programs and processes, and certain of their key personnel.
The Investment Manager is not acting and does not purport to act in any way as an advisor or in a fiduciary capacity vis-a-vis any investor in the Fund. Therefore, it is strongly suggested that any prospective investor obtain independent advice in relation to any investment, financial, legal, tax, accounting or regulatory issues discussed herein. Analyses and opinions contained herein may be based on assumptions that if altered can change the analyses or opinions expressed. Nothing contained herein shall constitute any representation or warranty as to future performance of any financial instrument, credit, currency rate or other market or economic measure. The distribution of this document in certain jurisdictions may be prohibited or restricted by law; therefore, people in whose possession this document comes should inform themselves about and observe such restrictions. Any such distribution could result in a violation of the law of such jurisdictions. The terms summarized above are provided for informational purposes only and do not constitute a complete overview of the terms of any Fund. An investment in any Fund may only be made pursuant to the relevant Confidential Private Placement Memorandum, which should be reviewed carefully by any such offerees prior to investing.
Certain Risk Factors
Each Product is a private, unregistered investment vehicle and not subject to the same regulatory requirements as exchange-traded funds or mutual funds, including the requirement to provide certain periodic and standardized pricing and valuation information to investors. There are substantial risks in investing in a Product or in digital assets directly, including but not limited to:
- PRICE VOLATILITY: Digital assets have historically experienced significant intraday and long-term price swings. In addition, there can be no assurance that the value of the common units of fractional undivided beneficial interest (“Shares”) of any Product will approximate the value of the digital assets held by such Product and such Shares may trade at a substantial premium over or discount to the value of the digital assets held by such Product.
- MARKET ADOPTION: It is possible that digital assets generally or any digital asset in particular will never be broadly adopted by either the retail or commercial marketplace, in which case, one or more digital assets may lose most, if not all, of its value.
- GOVERNMENT REGULATION: The regulatory framework of digital assets remains unclear and application of existing regulations and/or future restrictions by federal and state authorities may have a significant impact on the value of digital assets.
- SECURITY: While each Product has implemented security measures for the safe storage of its digital assets, there have been significant incidents of digital asset theft and digital assets remains a potential target for hackers. Digital assets that are lost or stolen cannot be replaced, as transactions are irrevocable.
- TAX TREATMENT OF VIRTUAL CURRENCY: Prospective investors should discuss the tax consequences of an investment in a Product with their tax advisors.
- LACK OF LIQUIDITY AND TRANSFER RESTRICTIONS: An investment in a Product will be illiquid and there will be significant restrictions on transferring interests in such Product. Because of the two-year holding period and the lack of an ongoing redemption program, Shares should not be purchased by any investor who is not willing and able to bear the risk of investment and lack of liquidity for at least two years. No assurances are given that after the two year holding period, there will be any market for the resale of Shares of any Product, or, if there is such a market, as to the price at such Shares may be sold into such a market.
- POTENTIAL RELIANCE ON THIRD-PARTY MANAGEMENT; CONFLICTS OF INTEREST: Products and their sponsors or managers and advisors may rely on the trading expertise and experience of third-party sponsors, managers or advisors, the identity of which may not be fully disclosed to investors. The Products and their sponsors or managers and advisors and agents may be subject to various conflicts of interest.
- FEES AND EXPENSES: Each Product’s fees and expenses (which may be substantial regardless of any returns on investment) will offset each Product’s trading profits.
You must NOT use our site (or permit or procure others to use it) as follows:
A. for any unlawful, improper or illegal purpose or activity;
B. to violate our or any third party’s copyright, trademark, proprietary or other intellectual property rights;
C. to damage our name or reputation or that of our affiliates or any third parties;
D. to impersonate any of our employees or other person or use a false name while using our site or implying an association with us;
E. to penetrate our security measures or other entities’ systems (“hacking”);
F. to generate excessive amounts of internet traffic, to interfere with our network or other’s use of our site or to engage in activities designed to or having the effect of degrading or denying service to users of our site or others;
G. to introduce viruses, worms, harmful code and/or Trojan horses onto the internet or into our site or any other entity’s systems and it is your responsibility to ensure that whatever you download or select for your use from our site is free from such items; and/or
H. to transmit confidential or proprietary information, except solely at your own risk.
The distribution of information on this site may be restricted by law in certain countries. This site and the information on it is not addressed to any person resident in the territory or country or jurisdiction where such distribution would be contrary to local law or regulation. Some funds are not available, and offering materials relating to them will not be distributed, to persons resident in any country where such distribution would be contrary to local law or regulation. Compliance with law and regulation.
When using our site, you agree you will comply with all applicable local, national and international laws and regulations, including those related to data privacy, international communications and exportation of technical or personal data. It may be illegal to view and/or download the information contained on our site in certain countries and we and our affiliates disclaim all responsibility if you access or download any information from our site in breach of any law or regulation of the country in which you are a citizen or in which you are resident or domiciled.
Accuracy of information
We have taken reasonable care to ensure that the information on our site is accurate, current, complete, fit for its intended purpose and compliant with applicable law and regulation as at the date of issue. However, errors or omissions may occur due to circumstances beyond our control and no warranty is given, or representation made, regarding the accuracy, validity or completeness of the information on our site and no liability is accepted by such persons for the accuracy or completeness of such information. You must conduct your own due diligence and investigations rather than relying on any information on our site. Any person who acts upon, or changes his or her investment position in reliance on, the information contained on our site does so entirely at his or her own risk.
We reserve the right to deny you access to our site, or immediately to suspend or terminate your access to our site, or to disable any user name or password (whether chosen by you or allocated by us) at any time (in our sole discretion).
Liability for use of our site
Access to our site is permitted on a temporary basis and we reserve the right to withdraw or amend the service and/or information we provide on our site without notice. We do not accept any liability if for any reason our site is unavailable at any time or for any period. Our site is provided for informational purposes only and is not intended to constitute an invitation, solicitation or offer to subscribe for or purchase any investments, products or services (including, for the avoidance of doubt, any units or shares in any fund), nor shall it, or the fact of its issuance, form the basis of, or be relied on in connection with, any contract.
The information and opinions contained in our site have been compiled, or arrived at, by us from sources believed by us to be reliable as at the date of publication. However, the information and any opinions contained on our site are subject to change, are for background purposes only and are not to be relied upon as investment advice or interpreted as a recommendation. We, our affiliates and other third parties connected to us do not accept any responsibility for any reliance which is placed by any visitor to our site, or by anyone who may be informed of any of its contents, on any information or opinions which are expressed herein and, to the extent permitted by law, expressly exclude all conditions, warranties, representations, undertakings and other terms which might otherwise be implied by statute, common law or in equity.
Our site is not intended to provide a sufficient basis on which to make any investment decision and you should not solely rely on it in evaluating the merits of investing in any investments, products or services referred to on our site. Any decision to purchase securities or interests with respect to any funds must only be made having thoroughly read the relevant prospectus or offering memorandum for the relevant fund, including any supplements thereto, which must be received and reviewed prior to any investment decision and which may contain information which is different from the information and opinions contained on our site. Any person subscribing for an investment, product or service referred to on our site must be able to bear the risks involved and must meet the suitability requirements relating to such investment, product or service. Some or all alternative investment programs may not be suitable for certain investors.
We, our affiliates and other third parties connected to us therefore expressly exclude any liability and responsibility arising from any reliance placed on such materials and information by any visitor to our site, or by anyone who may be informed of any of its contents, for (i) the accuracy, validity, timeliness, merchantability or completeness of, any information or data (whether prepared by us or by any third party) for any particular purpose or use or that the information or data will be free from error and (ii) any direct, indirect or consequential loss or damage of any kind incurred by any visitor to our site, or by anyone who may be informed of any of its contents, in connection with our site or in reliance on the information or opinions contained in it, or in connection with the use, inability to use, or results of the use of our site or any websites linked to it or materials posted on it. This does not affect our liability for any loss or damage which cannot be excluded or limited under applicable law. The internet is not a completely reliable transmission medium and neither we nor any of our affiliates accept any liability for any data transmission errors such as data loss or damage or alteration of any kind or for the security or confidentiality of information transmitted across the internet to or from us or any of our affiliates. Any such transmission of information is entirely at your own risk.
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