THE FOLLOWING BRIEF STATEMENTS CANNOT DISCLOSE ALL THE RISKS AND OTHER FACTORS NECESSARY TO EVALUATE YOUR PARTICIPATION IN THIS COMMODITY POOL. THEREFORE, BEFORE YOU DECIDE TO PARTICIPATE IN THIS COMMODITY POOL, YOU SHOULD REQUEST AND CAREFULLY STUDY THE OFFERING DOCUMENTS, INCLUDING THE PRIVATE PLACEMENT MEMORANDUM AND ITS DESCRIPTION OF THE PRINCIPAL RISK FACTORS OF THIS INVESTMENT.
CASTLE ANALYTICS LLC IS A MEMBER OF NFA AND IS SUBJECT TO NFA'S REGULATORY OVERSIGHT AND EXAMINATIONS. CASTLE ANALYTICS LLC HAS ENGAGED OR MAY ENGAGE IN UNDERLYING OR SPOT VIRTUAL CURRENCY TRANSACTIONS IN A COMMODITY POOL. ALTHOUGH NFA HAS JURISDICTION OVER CASTLE ANALYTICS LLC AND ITS COMMODITY POOL, 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 CASTLE ANALYTICS LLC.
CASTLE ANALYTICS LLC IS A MEMBER OF NFA AND IS SUBJECT TO NFA’S REGULATORY OVERSIGHT AND EXAMINATIONS. HOWEVER, YOU SHOULD BE AWARE THAT NFA DOES NOT HAVE REGULATORY OVERSIGHT AUTHORITY OVER UNDERLYING OR SPOT VIRTUAL CURRENCY PRODUCTS OR TRANSACTIONS OR VIRTUAL CURRENCY EXCHANGES, CUSTODIANS OR MARKETS.
Legality of Digital Currencies and Digital Assets. It may be illegal, now or in the future, to own, hold, sell or use digital currencies or digital assets in one or more countries, including the United States. Although currently digital currencies and digital assets are not regulated or are lightly regulated in most countries, including the United States, one or more countries may take regulatory actions in the future that severely restricts the right to acquire, own, hold, sell or use digital currencies or digital assets or to exchange digital assets or digital currencies for fiat currency. Such an action may restrict the Fund’s ability to hold or trade digital currencies and digital assets, and could result in termination and liquidation of the Fund at a time that is disadvantageous to Limited Partners, or may adversely affect an investment in the Fund.
Digital Currencies and Digital Assets Trading is Volatile and Speculative. Digital currencies and digital assets represent a speculative investment and involve a high degree of risk. As relatively new products and technologies, digital currencies and digital assets have not been widely adopted as a means of payment for goods and services by major retail and commercial outlets. Conversely, a significant portion of the demand for digital currencies and digital assets is generated by speculators and investors seeking to profit from the short or long-term holding of digital currencies and digital assets. The relative lack of acceptance of digital currencies and digital assets in the retail and commercial marketplace limits the ability of end-users to pay for goods and services with digital currencies and digital assets. A lack of expansion by digital currencies and digital assets into retail and commercial markets, or a contraction of such use, may result in increased volatility.
Digital Currency and Digital Asset Exchanges. The digital currency and digital asset exchanges on which digital currency and digital assets trade are relatively new and largely unregulated and may therefore be more exposed to theft, fraud and failure than established, regulated exchanges for other products. In general, digital currency and digital asset exchanges are currently start-up businesses with no institutional backing, limited operating history and no publicly available financial information. Exchanges generally require cash to be deposited in advance in order to purchase digital currency and digital assets, and no assurance can be given that those deposit funds can be recovered. Additionally, upon sale of digital currency and digital assets, cash proceeds may not be received from the exchange for several business days. The participation in exchanges requires users to take on credit risk by transferring digital currency and digital assets from a personal account to a third-party's account. The Fund will take credit risk of an exchange every time it transacts.
Digital currency and digital asset exchanges are appealing targets for cybercrime, hackers and malware. It is possible that while engaging in transactions with various digital currency and digital asset exchanges located throughout the world, any such exchange may cease operations due to theft, fraud, security breach, liquidity issues, or government investigation. In addition, banks may refuse to process wire transfers to or from exchanges. Over the past several years, many exchanges have, indeed, closed due to fraud, theft (e.g., Mt. Gox voluntarily shutting down because it was unable to account for over 850,000 Bitcoin), government or regulatory involvement, failure or security breaches (e.g., the voluntary temporary suspensions by Mt. Gox of cash withdrawals due to distributed denial of service attacks by malware and/or hackers), or banking issues (e.g., the loss of Tradehill’s banking privileges at Internet Archive Federal Credit Union).
Any financial, security or operational difficulties experienced by such exchanges may result in an inability of the Fund to recover money or digital currencies and digital assets being held by the exchange, or to pay investors upon withdrawal. Further, the Fund may be unable to recover digital currencies and digital assets awaiting transmission into or out of the Fund, all of which could adversely affect an investment in the Fund. Additionally, to the extent that the digital currency and digital asset exchanges representing a substantial portion of the volume in digital currency and digital assets trading are involved in fraud or experience security failures or other operational issues, such digital asset exchanges' failures may result in loss or less favorable prices of digital currencies and digital assets, or may adversely affect the Fund, its operations and investments, or the Limited Partners.
Trading on the Digital Currency and Digital Assets Networks. The Fund will convert U.S. dollar contributions made by Limited Partners to Bitcoins and other alternative digital currencies and digital assets over the Bitcoin Network or specific networks, as applicable. Many digital asset networks are online peer-to-peer networks that host a public transaction ledger, known as the blockchain, and the source code that comprises the basis for the cryptographic and algorithmic protocols governing such networks is open-source. In many digital currency and digital assets transactions, the recipient of the digital currencies and/or digital assets must provide its public key, which serves as an address for the digital wallet, to the party initiating the transfer. In the data packets distributed from digital currency and/or digital assets software programs to confirm transaction activity, each digital currency and digital assets user must “sign” transactions with a data code derived from entering the private key, which signature serves as validation that the transaction has been authorized by the owner of such digital currencies and/or digital assets. This process is vulnerable to hacking, malware, implementer and operator error, and could lead to theft or loss of the Fund’s digital wallets and the loss of the Fund’s digital currencies and digital assets. Many digital currency and digital asset exchanges have been closed due to fraud, failure or security breaches. In many of these instances, the customers of such digital currency and digital asset exchanges were not compensated or made whole for the partial or complete losses of their account balances in such digital currency and digital asset exchanges.
Opaque Spot Digital Currency and Digital Asset Market. Digital currency and digital asset balances are generally maintained as an address on the blockchain and are accessed through private keys, which may be held by a market participant or a custodian. Although digital currency and digital asset transactions are typically publicly available on a blockchain or distributed ledger, the public address does not identify the controller, owner or holder of the private key. Thus, unlike bank or brokerage accounts, digital currency and digital asset exchanges and custodians that hold digital currencies and digital assets do not always identify the owner. The opaque nature of the underlying or spot digital currency market poses asset verification challenges for market participants, regulators and auditors and gives rise to an increased risk of manipulation and fraud, including the potential for Ponzi schemes, bucket shops and pump and dump schemes. Any such manipulation or fraud could adversely affect an investment in the market. For example, an actual event of manipulation or fraud could lead to some or all of the Fund’s digital currencies and digital assets being lost, stolen, destroyed or inaccessible. The ability of the Fund to discover and recover such losses may be impaired as a result of the opaque nature of the spot market and the possible limited liability and resources of some market participants, digital currency and digital asset exchanges and custodians. In addition, instances of manipulation or fraud could lead to a loss of confidence in digital currency networks and decrease the market price of the Fund’s investments.
Business and Regulatory Risks of Private Investment Funds. Legal, tax and regulatory changes could occur during the term of the Fund that may adversely affect the Fund. The regulatory environment for private investment funds is evolving, and changes in the regulation of private investment funds may adversely affect the value of investments held by the Fund and the ability of the Fund to obtain the leverage it might otherwise obtain or to pursue its trading strategies. In addition, securities and futures markets are subject to comprehensive statutes, regulations and margin requirements. The Securities and Exchange Commission (“SEC”), other regulators and self-regulatory organizations and exchanges are authorized to take extraordinary actions in the event of market emergencies. The regulation of derivatives transactions and funds that engage in such transactions is an evolving area of law and is subject to modification by government and judicial action. The effect of any future regulatory change on the Fund could be substantial and adverse.
Risk of Loss of Private Key. Digital currencies and digital assets are controllable only by the possessor of unique private keys relating to the addresses in which the digital currencies and digital assets are held. The theft, loss or destruction of a private key required to access a digital currency and digital assets is irreversible, and such private keys would not be capable of being restored by the Fund. Any loss of private keys relating to digital wallets used to store the Fund’s digital currencies and digital assets could result in the loss of the digital currencies and/or digital assets and a Limited Partner could incur substantial, or even total, loss of capital.
Digital Currency and Digital Assets Miners May Cease to Solve Blocks. If the award of new digital currencies and digital assets, including Bitcoins or other Altcoins, as applicable, for solving blocks declines and transaction fees are not sufficiently high, miners may not have an adequate incentive to continue mining and may cease their mining operations. Miners ceasing operations would reduce the collective processing power on such digital currency and digital assets network, as applicable, which would adversely affect the confirmation process for transactions (i.e., decreasing the speed at which blocks are added to the blockchain until the next scheduled adjustment in difficulty for block solutions) and make the Bitcoin Network more vulnerable to a malicious actor or botnet obtaining control in excess of fifty percent (50%) of the processing power on such network. Any reduction in confidence in the confirmation process or processing power of such network may adversely impact an investment in the Fund.
Risk Associated with Digital Assets Regulation. As digital assets have grown in popularity and market size, various countries and jurisdictions have begun to develop regulations governing the digital assets industry. To the extent that future regulatory actions or policies limit the ability to exchange digital assets or utilize them for payments, the demand for digital assets will be reduced. Furthermore, regulatory actions may limit the ability of end-users to convert digital assets into fiat currency (e.g., U.S. dollars) or use digital assets to pay for goods and services. Such regulatory actions or policies would result in a reduction of demand, and in turn, a decline in the underlying digital asset unit prices. The effect of any future regulatory change on Castle Analytics LLC, any Fund managed by Castle Analytics LLC, or digital assets in general is impossible to predict, but such change could be substantial and adverse to such Fund and the value of their investments in digital assets.
Risks Associated with no FDIC or SIPC Protections. Neither Castle Analytics LLC nor any Fund managed by Castle Analytics LLC is a banking institution or otherwise a member of the Federal Deposit Insurance Corporation (“FDIC”) or the Securities Investor Protection Corporation (“SIPC”). Accordingly, deposits or assets held by any Fund managed by Castle Analytics LLC are not subject to the protections enjoyed by depositors with FDIC or SIPC member institutions. Each Fund’s cryptocurrency custodians do, however, carry bespoke insurance policies related to the cryptocurrencies over which they provide custody.
This document is not an offer to sell securities of any investment fund or a solicitation of offers to buy any such securities. Securities of the Fund managed by Castle are offered to selected investors only by means of a complete offering memorandum and related subscription materials which contain significant additional information about the terms of an investment in the Fund (such documents, the “Offering Documents”). Any decision to invest must be based solely upon the information set forth in the Offering Documents, regardless of any information investors may have been otherwise furnished, including this document.
The summary provided herein of the Fund’s terms and conditions does not purport to be complete. The Fund’s Offering Documents should be read in their entirety prior to an investment in the Fund. An investment in any strategy, including the strategy described herein, involves a high degree of risk. There is no guarantee that the investment objective will be achieved. Past performance of these strategies is not necessarily indicative of future results. There is the possibility of loss and all investment involves risk, including the loss of principal. Securities of the Fund are not registered with any regulatory authority, are offered pursuant to exemptions from such registration, and are subject to significant restrictions.
These materials are not intended to constitute investment advice or a recommendation within the meaning of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, as amended or the Department of Labor regulations at 29 CFR 2510.3-21.
The graphs, charts, and other visual aids are provided for informational purposes only. None of these graphs, charts, or visual aids can and of themselves be used to make investment decisions. No representation is made that these will assist any person in making investment decisions and no graph, chart, or other visual aid can capture all factors and variables required in making such decisions.
This presentation is strictly confidential and may not be reproduced or redistributed in whole or in part, nor may its contents be disclosed to any other person without the express consent of Castle.