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Disclosures
This communication has been prepared solely for informational purposes and does not represent investment advice or provide an opinion regarding the fairness of any transaction to any and all parties nor does it constitute an offer, solicitation or a recommendation to buy or sell any particular security or instrument or to adopt any investment strategy. Charts and graphs provided herein are for illustrative purposes only. This communication is not research and should not be treated as research. This communication does not represent valuation judgments with respect to any financial instrument, issuer, security or sector that may be described or referenced herein and does not represent a formal or official view of New York Digital Investment Group LLC or its affiliates (collectively, “NYDIG”).
It should not be assumed that NYDIG will make investment recommendations in the future that are consistent with the views expressed herein or use any or all of the techniques or methods of analysis described herein in managing client accounts. NYDIG and its affiliates may have positions (long or short) or engage in securities transactions that are not consistent with the information and views expressed in this communication.
There can be no assurance that any investment strategy or technique will be successful. Historic market trends are not reliable indicators of actual future market behavior or future performance of any particular investment, which may differ materially, and should not be relied upon as such. The investment strategies, techniques or philosophies discussed herein may be unsuitable for investors depending on their specific investment objectives and financial situation.
The information provided herein is valid only for the purpose stated herein and as of the date hereof (or such other date as may be indicated herein) and no undertaking has been made to update the information, which may be superseded by subsequent market events or for other reasons. The information in this communication, including statements concerning financial market trends, is based on current market conditions, which will fluctuate and may be superseded by subsequent market events or for other reasons.
Information furnished by others, upon which all or portions of this communication are based, are from sources believed to be reliable. However, NYDIG makes no representation as to the accuracy, adequacy or completeness of such information and has accepted the information without further verification. No warranty is given as to the accuracy, adequacy or completeness of such information. No responsibility is taken for changes in market conditions or laws or regulations and no obligation is assumed to revise this communication to reflect changes, events or conditions that occur subsequent to the date hereof.
The derivative strategies described in this communication may be effected through transactions with NYDIG Derivatives Trading LLC (“NYDIG Derivatives”) or by NYDIG Asset Advisory LLC (the “Advisor”) acting in its capacity as a commodity pool operator or commodity trading advisor, depending on the structure and definitive agreements that you enter into, if any.
NYDIG Derivatives is registered as a money services business with FinCEN. NYDIG Derivatives is not licensed by the SEC, CFTC, or NYDFS and is not registered with any self-regulatory body such as the NFA or FINRA. You understand and agree that NYDIG Derivatives is not acting as a commodity pool operator, commodity trading adviser, introducing broker, or futures commission merchant. In addition, you acknowledge that NYDIG Derivatives is not licensed as a swap dealer. Because of this, you will not have the protections under state money transmission, securities, or commodities laws and rules that you would otherwise had if NYDIG Derivatives were so licensed or registered.
Alternatively, the strategies in this communication may be effected through the Advisor. The Advisor is registered under the CEA as a commodity pool operator and as a commodity trading advisor. Although the Advisor is registered as an investment adviser under the Advisers Act, the Advisor will not be acting in such capacity with respect to the strategy, and the Advisor’s provision of services to the strategies will not be governed by the Advisers Act.
THE ADVISOR IS A MEMBER OF THE NFA AND IS SUBJECT TO NFA'S REGULATORY OVERSIGHT AND EXAMINATIONS. THE ADVISOR HAS ENGAGED OR MAY ENGAGE IN UNDERLYING OR SPOT VIRTUAL CURRENCY TRANSACTIONS IN THE STRATEGY. ALTHOUGH NFA HAS JURISDICTION OVER THE ADVISOR, YOU SHOULD BE AWARE THAT NFA DOES NOT HAVE REGULATORY OVERSIGHT AUTHORITY FOR UNDERLYING OR SPOT MARKET VIRTUAL CURRENCY PRODUCTS OR TRANSACTIONS OR VIRTUAL CURRENCY EXCHANGES, CUSTODIANS OR MARKETS. YOU SHOULD ALSO BE AWARE THAT GIVEN CERTAIN MATERIAL CHARACTERISTICS OF THESE PRODUCTS, INCLUDING LACK OF A CENTRALIZED PRICING SOURCE AND THE OPAQUE NATURE OF THE VIRTUAL CURRENCY MARKET, THERE CURRENTLY IS NO SOUND OR ACCEPTABLE PRACTICE FOR NFA TO ADEQUATELY VERIFY THE OWNERSHIP AND CONTROL OF A VIRTUAL CURRENCY OR THE VALUATION ATTRIBUTED TO A VIRTUAL CURRENCY BY THE ADVISOR.
Risks Related to Strategies
Risks Related to the Investment Strategy
The investment strategy is newly developed and therefore there is no meaningful performance data on which potential investors may evaluate the strategy. Bitcoin and bitcoin derivatives are a relatively new asset class and are subject to unique and substantial risks. There can be no assurance that your investment objectives will be achieved, that there will be profits or that losses will be avoided. Due to the limited history of digital assets and the rapidly evolving nature of the digital asset market, it is not possible to know all the risks involved in making an investment in digital assets, and new risks may emerge at any time. Currently, there is relatively limited use of any digital asset in the retail and commercial marketplace in comparison to relatively extensive use as a store of value, thus contributing to price volatility that could adversely affect the investment strategy. Digital asset transactions are irrevocable and stolen or incorrectly transferred digital assets may be irretrievable. As a result, any incorrectly executed digital asset transactions could adversely affect your investment. Some purportedly decentralized digital assets may be more centralized than widely believed, or may become more centralized over time, increasing the risk that an adverse event impacting an individual personality or entity could result in a reduction in the price of digital assets and adversely affect the investment strategy. A failure to properly monitor and upgrade network protocol could damage the digital asset networks.
The investment strategy will involve investments in derivatives, including OTC derivatives contracts. The use of derivatives involves risks that are in addition to, and potentially greater than, the risks of investing directly in digital assets, securities and other more traditional assets. It is intended that options will be written to seek to generate income for the investment strategy from premiums, and investments also may be made in derivatives for investment purposes and for hedging and risk management purposes. Certain derivative positions used in the investment strategy involve the risk that, if the volatility of the underlying asset is greater than expected, the investment strategy will bear losses to the extent of the obligations under the relevant derivative contracts, which may not be outweighed by the amount of any premiums received under the investment strategy for the sale of such derivative instruments.
The investment strategy is subject to various increased market risks, including volatility risk and valuation risk, based on the strategy’s use of bitcoin and bitcoin derivatives. Bitcoin and other digital assets have generally exhibited tremendous price volatility relative to more traditional asset classes. In addition, certain market factors make valuing bitcoin and bitcoin derivatives more complex and errors may occur.
Specific risks involved in the use of certain types of derivatives in which the investment strategy may invest include options risk, call option risk, position limit risk, clearing risk, counterparty risk, and illiquidity risk. Certain of these risks may be greater for investments in bitcoin and other digital asset derivatives as compared to more traditional asset derivatives.
The investment strategy intends to hold bitcoin and invest in derivatives related to bitcoin and may incur greater losses as a result of non-diversification.
Trading prices for bitcoin have historically been highly volatile. The value of the bitcoin held under the investment strategy could decline rapidly, including to zero.
The bitcoin held under the investment strategy may be subject to loss, theft or restriction on access, each of which could result in the halting of the investment strategy’s operations or a loss of the assets. Such losses could result in a reduction in the value of your investment. The custodian of the assets has adopted security procedures intended to protect the assets held under the investment strategy, but there can be no assurance that those procedures will be successful in preventing such loss, theft or restriction on access. You should not invest unless you understand the risk that the possession or control of assets held under the investment strategy may be lost.
The ability of the Advisor, its custodians and security vendors to adopt technology in response to changing security needs or trends poses a challenge to the safekeeping of the bitcoin held under the investment strategy.
There could be unforeseen difficulties in operating and maintaining the investment strategy’s security procedures or other key elements of its technical infrastructure.
Fees and expenses will be charged regardless of profitability and may result in the depletion of the assets held under the investment strategy. The value of your investment could decrease if unanticipated operational or trading problems arise. The bitcoin held under the investment strategy is not subject to FDIC or SIPC protections. Service providers, including custodians and security vendors, owe no fiduciary duties to you, are not required to act in your best interest and could resign or be removed by the Advisor.
Risks Related to Tax
The United States tax rules applicable to your investment and the investment strategy are uncertain in many respects and tax consequences could differ from expectations.
The tax treatment of bitcoin could have negative tax consequences.
Your investment in bitcoin or other appreciated property may lead to a recognizable gain as a result of such investment. Although the Advisor intends to operate the strategy to avoid triggering Unrelated Business Taxable Income (“UBTI”), you could nonetheless be subject to UBTI as a result of the investment strategy.
Risks Related to Regulation
Regulatory changes or actions may alter the nature of your investment or restrict the use of digital assets or the operation of digital asset networks or exchanges in a manner that adversely affects the investment strategy. If regulatory changes or interpretations require the regulation of one or more digital assets under the CEA by CFTC and/or under the Securities Act of 1933, as amended, the Exchange Act of 1934, as amended, the Advisers Act or the Investment Company Act of 1940 by the SEC, compliance with these requirements could result in additional expenses or significantly limit the ability to pursue the investment strategy or may adversely affect your investment. It may be or become illegal to acquire, own, hold, sell or use digital assets in one or more countries.
Other Possible Risks
There is no assurance that the above list is complete or that there are no other risks that may exist now or may arise in the future.
Nothing contained herein constitutes investment, legal, tax or other advice nor is it to be relied on in making an investment or other decision. Legal advice can only be provided by legal counsel. Before deciding to proceed with any investment, investors should review all relevant investment considerations and consult with their own advisors. Any decision to invest should be made solely in reliance upon the definitive offering documents for the investment. NYDIG shall have no liability to any third party in respect of this communication or any actions taken or decisions made as a consequence of the information set forth herein. By accepting this communication, the recipient acknowledges its understanding and acceptance of the foregoing terms.
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