A. General Description of Advisory Firm
1. Galaxy Digital Capital Management LP Galaxy Digital Capital Management LP (the “Adviser”, “we” and “us”) is a Cayman Islands exempted limited partnership formed on November 30, 2017. Our principal office and place of business is at 107 Grand Street, New York, New York. We commenced operations in March 2018 as an exempt reporting adviser, and have filed for registration as an investment adviser with the United States Securities and Exchange Commission (the “SEC”) in June 2019.

2. Ownership of the Adviser The Adviser and its general partner, Galaxy Digital Capital Management GP LLC (the “Adviser General Partner”), a Cayman Islands exempted limited liability company, are controlled by Galaxy Digital LP (“GD LP”), a Cayman Islands exempted limited partnership. GD LP is an operating company and its sole limited partner is Galaxy Digital Holdings LP (“GDH LP”), a Cayman Islands exempted limited partnership. GDH LP’s general partner is Galaxy Digital Holdings GP LLC, a Cayman Islands exempted limited liability company. GDH LP has two classes of units representing limited partnership interests: Class A Units and Class B Units.

Class A Units of GDH LP are held by Galaxy Digital Holdings Ltd. (“GDH Ltd.”), a Cayman Islands corporation, and is a publicly traded company whose shares are listed on the TSX Venture Exchang under the symbol “GLXY.” Class B Units of GDH LP are held by three groups of shareholders: (i) Galaxy Group Investments LLC (“GGI”), a Delaware limited liability company, owned 100% by Michael Novogratz and his family members; (ii) employee founders of GDH LP; and (iii) former First Coin shareholders.

As indicated on Form ADV Part 1A, the principal owner of the Adviser and the Adviser General Partner, through the organizational structure described above, is Mr. Novogratz (the “Principal Owner”). 3. Affiliates of the Advisor The Principal Owner, GD LP, GDH LP and GDH Ltd., through affiliates and subsidiaries (collectively, “Galaxy Digital”), also have interests in certain other entities described in this Brochure (including in Item 10.C) that provide broker-dealer, investment banking and other corporate advisory services as well as engage in trading, lending and principal investing activities. Together with the Advisor, such affiliated entities constitute a diversified financial services company dedicated to the Digital Assets (as defined below) industry. Certain senior officers of the Adviser also are senior officers of Galaxy Digital.
B. Description of Advisory Services
This Brochure generally includes information about us and our relationships with our clients and affiliates. While much of this Brochure applies to all such clients and affiliates, certain information applies to specific clients or affiliates only. We are an investment management firm that provides advisory services on a discretionary basis to privately offered pooled investment vehicles, which are intended for investment by certain investors (“investors”) that are accredited investors under Rule 501 of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), and are qualified purchasers under Section 2(a)(51) of the Investment Company Act of 1940, as amended (the “Investment Company Act”) so as to comply with the exemption under Section 3(c)(7) of the Investment Company Act. We do not limit our investment advice to only certain types of investments. The Adviser may also provide management services to accounts that do not invest in securities. Such services would not be provided by the Adviser in its capacity as a registered investment adviser and would not be subject to the Investment Advisers Act of 1940.

Our “clients” include private investment funds (collectively referred to herein as the “Funds,” and each, individually, a “Fund”) which pursue the investment strategies described below in Item 8. In the future, our clients may also include special purpose vehicles which the Funds invest in, or alongside, with Fund investors and third-party investors and/or Managed Accounts (as defined below). The Adviser and the Fund General Partners (as defined below), in their sole discretion, may also provide co-investment opportunities to other funds, private investors, groups or individuals, including Fund investors (or their affiliates). In addition, the General Partners’ or the Adviser’s affiliates, principals, officers, and employees make investments that are also appropriate for the Funds and, at certain times, simultaneously seek to purchase or sell, including in their individual capacities, the same or similar investments for the Funds. Please see Item 6 for details on potential conflicts of interest arising in the context of co-investments and managing different accounts side-by-side.

We provide our investment advisory services to the Funds in part through special purpose entities established to be the general partner or managing member of such Funds (the “Fund General Partners”). The Fund General Partners operate under our supervision and control and are subject to our compliance program.
C. Availability of Customized Services for Individual Clients

Our advisory services are provided to the Funds, pursuant to the terms of the Funds’ relevant offering documents and based on the specific investment objectives and strategies as disclosed in the offering documents. The advisory services each Fund receives is tailored to its individual needs, specified investment objectives and strategies as set forth in each Fund’s offering documents. The Funds may impose restrictions on investing in certain types of securities in accordance with achieving their investment objectives and strategies.

If, in the future, we determine to offer investment advice to clients that are separately managed accounts (“Managed Accounts”), the investment objectives and guidelines of such Managed Accounts would be determined in conjunction with the applicable client.
D. Wrap Fee Programs
We do not currently participate in any Wrap Fee Programs.
E. Assets Under Management
As of March 31, 2019, we manage approximately $408,867,791 in regulatory assets under management on a fully discretionary basis. We do not manage any clients’ assets on a nondiscretionary basis. please register to get more info

A. Advisory Fees and Compensation
The fees applicable to any client are detailed in each client’s investment management agreement or similar document. A brief summary of the fees that we charge is provided below. In the sole discretion of the Adviser or a Fund General Partner, as applicable, such fees may be waived, reduced or calculated differently with respect to certain investors, including investors affiliated with the Adviser.
It should be noted that any client of the Adviser after the date of this Brochure may have materially
different terms as to fees than those summarized below and any such terms for an existing client
may be amended from time to time.

The Adviser receives a management fee from the Funds for investment management services (the “Management Fee”). The amount of Management Fee equals up to 2.5% per annum depending upon the Fund and the investor’s choice of share class. The Management Fee for the various funds is calculated based upon assets under management, capital commitments or invested capital. The Management Fee is calculated and paid in advance (generally quarterly or monthly) in accordance with the relative Funds offering documents, and will generally be pro-rated for any period that is less than a full period. The Adviser may typically determine to reduce or waive the Management Fee in respect of any investor. A detailed description of the Management Fee calculation is provided in the applicable investment management agreement and/or offering or similar document.

Additionally, certain Funds and other clients, as noted in Item 6 below, bear a performance-based incentive allocation or pay a performance-based fee to the Advisor or its affiliates (any such allocation or fee, “Carried Interest”) of up to 20% depending upon the Fund.
B. Payment of Fees; Carried Interest Allocations

Management Fees paid to the Adviser or its affiliates, and any Carried Interest paid or allocated thereto by a client are generally deducted from the client’s account on the basis described in each client’s investment management agreement or similar document.
C. Additional Fees and Expenses

The expenses attributable to each specific client are detailed in each client’s investment management agreement and/or offering or similar document. Subject to the terms of such agreements and documents, we have set forth below the expenses that each client can generally be expected to bear, however in some instances certain expenses listed below may be borne by, or solely applicable to, certain clients and not others, or be subject to a cap or other limits as to certain clients and not others. In addition, certain expenses not listed below may be allocated to certain clients if permitted by the client’s investment management agreement and/or offering or similar document. 1. Categories of Expenses There are several categories of expenses that are allocated to and among clients. These categories are discussed below under “Organizational and Operational Expenses,” “Sourcing and Diligence Expenses” and “Portfolio Company-Related Expenses.” (a) Organizational and Operational Expenses

Organizational and operational expenses relate to the organization and operation of Funds or other clients that are not directly related to sourcing investments or to any particular portfolio company.

Examples of organizational expenses are legal, accounting, and filing expenses incurred in connection with organizing, establishing and maintaining any Fund and the related general partner, expenses attributable to any vehicle that is formed for a specific investment and the marketing and offering of interests in such Fund or vehicle, including commissions, costs, fees, and expenses of any placement agent or finder and legal, accounting, filing, capital raising, travel and accommodation expenses (including, first class and/or business class airfare and/or private charter, first class and/or business class lodging, ground transportation, and premium meals), printing and other similar costs, fees, and expenses. We and our affiliates may compensate third parties, including brokers and placement agents and others, in connection with the solicitation of certain prospective clients and investors. Such referral fees may be a percentage of such client’s assets under management, management fees and/or performance-based compensation earned by us (or our affiliates), or any other fee arrangement agreed to by us (or our affiliate) and such third party. To the extent applicable, such arrangements will conform to Rule 206(4)- 3 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”).

Other examples of organizational expenses include: expenses attributable to compliance with other private placement regimes and with anti-money laundering laws and know-your-customer requirements (including the appointment of any anti-money laundering compliance officer, money laundering reporting officer and deputy money laundering reporting officer of a Fund or any alternative investment vehicle required pursuant to the Anti-Money Laundering Regulations (2018 Revision) of the Cayman Islands); fees and expenses associated with the preparation of amendments and revisions to offering memoranda, operating agreements, and subscription agreements of the Funds and the solicitation of consent to such amendments; fees and expenses associated with any transfer of interests in a Fund, including with respect to transfer documentation and legal and tax analysis in connection with such transfer; costs relating to communications with Fund investors (including printing, mailing, investor web portal and other costs of information dissemination); side letters with Fund investors and compliance therewith; and certain taxes and other governmental charges levied against the Fund; expenses incurred in connection with holding any meetings of Fund partners and/or any Advisory Committee; expenses incurred in connection with the obtaining of consents or waivers of investors; any costs incurred in connection with the dissolution or liquidation of the Funds; and other similar expenses related to the Funds. Operational expenses include costs associated with the recommendation of, transactions in, and maintenance of client’s investments, including costs of valuation and pricing services; expenses incurred in connection with compliance with the E.U. Alternative Investment Fund Managers Directive (“AIFMD”); compliance with U.S. federal, state, local, non-U.S. and other laws and regulations (including, but not limited to, securities laws, ERISA, Department of Labor, SEC and CFTC rules and regulations) and related expenses, including fees and expenses related to filings, documents and registrations relating to a client with the SEC, CFTC and/or other foreign or domestic regulators (including short and long exposure and/or ownership filings with U.S and foreign regulators and Form PF, if any, of the Adviser or any of its affiliates), AIFMD Annex IV and the AIFMD annual report (but excluding expenses related to preparation of the Adviser’s Form ADV); agreements related to products and/or services for the benefit of clients and compliance therewith; expenses related to litigation and threatened litigation, if any, and expenses related to legal inquiries (formal and informal), including regulatory “sweeps”; provided, for the avoidance of doubt, that any such expenses being paid or reimbursed as the result of a request for indemnification pursuant to the terms of any client agreement will be subject to the terms of such agreement; expenses relating to obtaining and maintaining insurance to benefit, directly or indirectly, clients and/or the Adviser and its affiliates or their respective shareholders, partners, members, officers, directors, employees and agents; certain administrative and accounting services fees; expenses of negotiating agreements relating to investments; brokerage commissions, transaction costs, loan servicing and administration fees, ticket charges, clearing and settlement charges and custodial fees; interest expenses and other financing charges; placement fees relating to investments and similar expenses, investment banking, syndication, valuation, appraisal, due diligence, record keeping, legal, accounting and administrative expenses; fees charged by the Administrator (including for certain information technology services and middle-office trade support services, as well as for accounting, reporting, tax, compliance and audit services and software); third party accounting, tax compliance and related expenses (including expenses incurred in connection with the annual audit of a client, any “surprise” audit, tax filings, preparation of tax information and audits); costs of hedging transactions; legal expenses relating to ISDA negotiation or other negotiation with counterparties; consulting, advisory, investment banking and other professional fees relating to particular investments or contemplated investments; costs related to the custody of Digital Assets (as defined below), securities and other assets (including, but not limited to, third party custodians or wallet providers); research-related expenses (including fees for news and quotation equipment and connectivity costs and services, market data services and fees paid to third-party providers of research and software for managing and monitoring research and legal expenses); fees for portfolio risk management services (including the costs of risk management software or database packages and related connectivity costs); fees for market information systems and related connectivity costs; and investment-, operations and accounting-, and portfolio-related software, and related connectivity costs of each such type of software.

“Digital Assets” means cryptographically derived digital assets, referred to as cryptoassets, cryptocurrencies, and/or blockchain tokens, virtual currencies or digital currencies, such as Bitcoin (BTC) or Ether (ETH), as well as other assets available on public, private or permissioned blockchains or ledgers, including decentralized application tokens and protocol tokens, and other digital assets that are based on the cryptographic protocol of a computer network that may be (i) centralized or decentralized, (ii) closed or open-source, and/or (iii) used as a medium of exchange and/or store of value. In addition, the Adviser, or its affiliates, may perform some or all of such functions in-house generally if it believes it can provide such services more effectively and at a cost that is comparable to prevailing market rates for such services. The Adviser may also provide services in connection with each Fund’s ongoing operations (including, without limitation, legal, administrative, accounting, tax, valuation, audit and insurance expenses of each such entity, as well as compensation and overhead expenses related to the Legal & Compliance Department of the Adviser or its affiliates to the extent allocable to any such entity). The fees described above would be in addition to the Management Fee and may be subject to a cap. The fees may be used by the Adviser or its affiliates in engaging personnel and in incurring other overhead costs to manage client assets in lieu of hiring an unaffiliated third-party service provider to provide these services. Each client and investor must review the applicable registration statements, offering memoranda and investment management agreements, among other documents, for a fuller discussion and understanding of all the fees, expenses and other compensation the Adviser and other parties may obtain or receive from, or in connection with, clients and investors.

(b) Sourcing and Diligence Expenses

Sourcing and diligence expenses are expenses that relate more generally to investment sourcing and diligence for a particular investment strategy as well as investment-related travel and accommodation expenses (including, first class and/or business class airfare and/or private charter, first class and/or business class lodging, ground transportation, and premium meals) and professional fees relating to investments and costs and expenses of research and technology including statistical and market data, conferences (including first class and/or business class airfare and/or private charter travel to and from conferences), software and software consulting.

Sourcing and diligence expenses may include those expenses incurred with respect to the pursuit of particular investments that are never actually consummated. Examples of such “broken deal” expenses include fees and expenses of any legal, financial, accounting, consulting or other advisors or lenders, investment banks and other financing sources in connection with arranging financing for transactions that are not consummated, any travel and accommodation expenses, and any deposits or down payments that are forfeited in connection with, or amounts paid as a penalty for, unconsummated transactions.

(c) Portfolio Company-Related Expenses

Portfolio company-related expenses are expenses that are specifically attributable to a particular Fund portfolio company. Examples of expenses that fall within this category are travel and accommodation expenses (including, first class and/or business class airfare and/or private charter, first class and/or business class lodging, ground transportation, and premium meals) for an employee to attend a board of directors meeting of a portfolio company, other compensation and expenses for services provided to or on behalf of a portfolio company, directors’ fees, consulting fees, equity grants and other compensation of senior advisors or industry advisors (including phantom equity) for services provided to a portfolio company, and fees and expenses of any other consultants, counsel, accountants or other experts for services provided to a Fund portfolio company. Other examples include: (i) brokerage commissions, clearing and settlement charges, investment banking fees and expenses, bank charges, placement, syndication and solicitation fees, arranger fees, sales commissions, bridge financing expenses and other investment, execution, closing and administrative fees, costs and expenses of portfolio companies, (ii) costs (including administrative and filing fees) of maintaining the holding structure for portfolio investments, (iii) portfolio and risk management expenses, and (iv) expenses related to industry conferences directly related to a particular portfolio company, including first class and/or business class airfare and/or private charter travel for employees of the Adviser to attend such conferences. Certain of our related persons serve as members of the boards of directors of certain portfolio companies of Funds managed by us. Such related persons are reimbursed by the underlying portfolio companies for travel costs and other expenses related to attendance at portfolio company board meetings. 2. Expense Allocation Procedures It is the policy of the Adviser to charge and allocate expenses in accordance with the expense arrangements set forth in the relevant client’s offering documents and/or investment management or other agreements. Detailed information regarding the fees, costs and expenses to be paid by each Fund or client, and the allocation thereof, is contained in such documents. Investors should not consider an investment in a Fund without fully understanding the Fund’s fees, cost and expense structure.

Generally, all expenses borne by a Fund client, other than the Management Fee and any expenses that the applicable Fund General Partner determines should be allocated to a particular investor (e.g., investor-related taxes), will be debited or charged against all of the capital accounts of Fund interests on a pro rata basis, based on capital account balances, capital commitments or other metrics. To the extent that expenses to be borne by a client are paid by the Fund General Partner or the Adviser, a client will reimburse such party for such expenses.

In addition, the nature of an expense will dictate how such expense is allocated among different clients or as between clients, on the one hand, and other parties, including the Adviser or its affiliates, on the other hand:


• “Organizational and Operational Expenses” generally are charged to the client to which they relate.


• “Sourcing and Diligence Expenses” are generally attributable to the clients, third parties and/or affiliates of the Adviser that invest in a given strategy. If a transaction is consummated, such expenses will typically be borne by the relevant portfolio company or a related investment vehicle through which the investment is made and capitalized as part of the acquisition price of the relevant transaction to the extent not reimbursed by a third party. If a transaction is not consummated, the allocation of such “broken deal” costs will be in accordance with the proposed allocation for the investment had it been made. If the agreement with a client or third party (including a co-investor as discussed further in response to Item 6) does not permit the allocation of broken deal expenses, such person’s pro rata share of broken deal expenses will be borne by the Fund or Funds involved in such transaction.


• “Portfolio Company-Related Expenses” are generally charged to the portfolio company to which they relate, or, if not, are generally allocated to clients based on the ownership percentages of the relevant portfolio company held by the relevant clients at the time of the relevant service period, if applicable. Transaction expenses for consummated investments will typically be borne by the relevant portfolio company or a related investment vehicle through which the investment is made and capitalized as part of the acquisition price of the relevant transaction to the extent not reimbursed by a third party. In addition, ongoing expenses that are specific to a portfolio company may be borne by the relevant portfolio company. When the portfolio company bears an expense directly, each direct and indirect equity owner of such company will indirectly bear a portion of such expenses.
D. Payment of Fees in Advance
As discussed above in response to Item 5.A., the management fee of each of the Funds is payable either monthly or quarterly in advance. If an Investor was permitted to withdraw capital on a date other the end of a calendar month or quarter, as applicable, the management fee typically will be refunded to the Investor for such partial month or quarter.
E. Additional Compensation and Conflicts of Interest

Neither the Adviser nor any of its supervised persons (except for those who are also employed by the Adviser’s affiliate, Galaxy Digital Advisors LLC (“GDA”), a broker-dealer registered with the SEC and a member of FINRA) accepts compensation (e.g., brokerage commissions) for the sale of securities or other investment products.

As discussed in response to Item 10.C, GDA and its registered representatives (some of whom are also employed by us) may participate in underwriting syndicates and/or selling groups with respect to the securities and debt instruments of portfolio companies in or through which certain clients invest.

GDA may also charge fees to our clients in connection with the provision of bona fide investment banking or other services to clients or portfolio companies. This compensation may include brokerage fees, financing or commitment fees as well as financial advisory fees or fees in connection with restructurings and mergers and acquisitions (“M&A”), underwriting fees or placement fees. We may engage GDA or other affiliates in lieu of hiring an unaffiliated third-party service provider to provide these services if we believe that our affiliates can provide such services as effectively and at a cost that is comparable to prevailing market rates for such services, and on such terms reasonably expected by us to be available in an arm’s-length transaction with an unaffiliated third party. GDA may receive fees and commission, which may be payable in cash or securities, in respect of the activities described above. Clients generally will not receive the benefit of any such fees or other compensation.

In addition, we will use GDA to sell interests in the Funds on our behalf. Under current arrangements, neither GDA, GDA’s registered representatives, nor we will earn commissions from such sales; nor will investors who or which invest because of such sales activities be charged any sales costs or commissions attributable to such sales. As discussed in response to Items 8.A and 10.C, the Adviser has developed, together with Bloomberg, LP (“Bloomberg”), the Bloomberg Galaxy Crypto Index (the “Index”) to track the performance of the largest, most liquid portion of the cryptocurrency market as can be ascertained by certain public data sources as measured by Bloomberg. The Index Strategy pursues its investment objective through investments in a portfolio of cryptocurrencies and blockchain based assets that are tracked by the Index. The Adviser is entitled to receive a certain portion of license fees collected by Bloomberg for use of the Index by persons other than the Adviser or the funds or clients pursuing the Index Strategy. please register to get more info

As discussed in response to Item 5.A, the Adviser and its affiliates are entitled to receive a performance fee or other form of Carried Interest from or in respect of certain clients. The Adviser understands that there exists certain potential conflicts of interest associated with the presence of performance-based fees and other forms of Carried Interest. Such a fee or other Carried Interest may create an incentive for the Adviser to cause the Funds to make investments that are riskier or more speculative than would be the case if there were no performance fee. Performance-based compensation may vary with respect to the Funds and any special purpose vehicles, which may create an incentive to favor clients that pay higher performance-based compensation in the allocation of investment opportunities. However, the Adviser advises each of the Funds in accordance with its investment strategy and any allocation restrictions set forth in each Fund’s organizational documents.

Additionally, the Adviser has established policies and procedures designed to address potential conflicts of interest, including the allocation of investments and opportunities, relating to side-by-side management of different client accounts where performance-based or other compensation varies. As described generally in Item 11.D, pursuant to its allocation policy, the Adviser seeks to allocate investment opportunities fairly and equitably over time across clients to the extent such opportunities are appropriate for such clients. In allocating investment opportunities among clients, the Adviser or its affiliates may take into account factors including, among other things, the relative amounts of capital available for new investments and the investment programs and portfolio positions of the client and such other clients and investment vehicles. However, situations may arise in which the activities of the Adviser or its affiliates may be disadvantageous to a client, such as the inability of the market to fully absorb orders for the purchase or sale of particular investments placed by the Adviser for a client and other clients or at prices and in quantities which may be obtainable if the same were being placed only for the client.

In addition, as discussed in response to Items 4.B and 10.C, the Adviser may cause clients to invest alongside co-investors when the Adviser deems it appropriate and consistent with the interests of the clients. In this Brochure, we refer to (i) the Fund General Partners’ or the Adviser’s affiliates, principals, officers, and employees, Fund investors, third-party investors and other third-party funds, private investors, groups or individuals (or their affiliates) that invest alongside clients, collectively, as “co-investors” and (ii) the investments that co-investors make alongside clients as “co-investments.” The term “co-investment” also includes investment opportunities in the form of financing facilities relating to portfolio companies. Such co- investments are likely to reduce the amount clients can invest in any given opportunity, and the Adviser may be unable to make as large of an investment on behalf of a client as otherwise might be desirable. In addition, the allocation of investments between co-investors and clients will be at the Adviser’s discretion, and if the co-investors receive more favorable economic terms for the same investment than clients, the Adviser may have a conflict of interest with respect to allocating investments between the co-investors and clients. The Adviser is not obligated to arrange co-investment opportunities or to offer any investor the opportunity to co- invest, and no such investors or beneficial owners will be obligated to participate in such an opportunity if offered. Any investment by co-investors alongside clients will be subject to approval by the Adviser in its sole discretion, on a case-by-case basis and by determining whether such co-investment is appropriate. If approved, the Adviser will allocate an investment among its clients, on the one hand, and the co-investors, on the other hand (and among co-investors), in its sole discretion, taking into account the following, non-exhaustive list of factors: (i) the ability of a co-investor to commit to invest in a short period of time, in light of the timing constraints applicable to the co-investment; (ii) the ability of a co-investor to commit to a significant portion of such opportunity; (iii) whether a co-investor is a strategic investor; (iv) the size of a co-investor commitment to or investment in a client; (v) a co-investor’s tenure as an investor with the Adviser or its affiliates; and (vi) tax and regulatory considerations relevant to a co-investor and the particular co-investment opportunity. If the Adviser determines that an investment opportunity is too large for clients, the Adviser and its affiliates may, but will not be obligated to, make proprietary investments therein.

From time to time, the Adviser may elect to facilitate co-investment opportunities with respect to a particular investment within a certain period of time after such investment is consummated by a Fund through subsequent sales or dispositions of portions of such investment to co-investors. Proceeds received by a Fund in connection with any such sale or disposition are generally distributed on a pro rata basis to participating partners of the Fund in proportion to their respective interests therein. In addition, the general partner reserves the ability to charge any co-investor participating in such co-investment opportunity a cost of carry based on the cost basis of the interest in the investment being acquired by such co-investor. Any cost of carry paid to a Fund by a co- investor is also generally distributed on a pro rata basis to all participating partners of the Fund. If the Adviser elects for a Fund to facilitate a co-investment opportunity in this manner, the Fund will bear the risk that any or all of the excess portion of such investment may not be sold or may only be sold on unattractive terms and that, as a consequence, among other things, such Fund may hold a larger than expected interest in such portfolio investment, may bear a greater amount of fees, costs and expenses associated with such portfolio investment, or may realize lower than expected returns from such portfolio investment. Co-investors typically bear their pro rata share of various fees, costs and expenses related to their co-investments and may be required to pay their pro rata share of fees, costs and expenses related to their potential co-investments that are not consummated, such as reverse breakup fees or broken deal costs. To the extent co-investors do not agree to or do not otherwise bear fees, costs and expenses related to unconsummated co-investments then such fees, costs and expenses will be borne by the Fund or Funds involved in such transaction.

Investment opportunities in the form of financing facilities relating to portfolio companies of Funds or clients arise from time to time, and affiliates of the Adviser and/or certain investors in Funds or other clients may be selected to participate in such facilities and may receive additional benefits in connection with doing so. The selection of financing sources depends on a variety of facts and circumstances, potentially including specific expertise and speed of execution. The Adviser selects financing sources in its sole discretion based on its analysis of the facts and circumstances and does not offer financing opportunities to every investor in the Funds or other clients.

In addition, the Adviser or its affiliates, because of differing investment objectives, different investment teams or other factors, may cause a client to take investment positions that are different from or adverse to those taken by another client or co-investor, including positions contrary to those held by such other client or that are senior or junior to those held by such other client or co-investor. To the extent that a client holds interests that are different from (or more senior or junior to) those held by another client or co-investor, the Adviser and its affiliates may be presented with decisions involving circumstances where the interests of one client are in conflict with those of another client or co-investor, including with respect to the operation of a company, the expected returns for the investment and the timeframe for and method of exiting the investment. Furthermore, it is possible that (in a bankruptcy proceeding or otherwise) a client’s interest may be subordinated or otherwise adversely affected relative to another client or co-investor or otherwise by virtue of such client’s or co- investor’s involvement and actions relating to its investment. For example, a client that is a debt holder of a company may be better served by the company’s liquidation, in which case it may be paid in full, whereas a client that is an equity holder of a company may prefer a reorganization that could create value for the client and other equity holders. The Adviser may have varying compensation arrangements among clients that could incentivize the Adviser to manage such clients differently. There will be no obligation to purchase, sell or exchange any security or financial instrument for a client if the Adviser or its affiliates believe in good faith at the time the investment decision is made that such transaction or investment would be unsuitable, impractical or undesirable for the particular client.

Sometimes, following an investment by a client, the Adviser or its affiliates have the opportunity to make an additional or follow-on investment in the same portfolio company or a related company. Occasionally, rather than allocate these additional or follow-on investment opportunities to the client(s) that made the original investment, the Adviser may allocate the opportunity in a different manner, including but not limited to amongst other clients or co-investors. Typically, the Adviser makes these allocations in circumstances where the additional investment opportunity or follow-on investment could not, because of available capital, expected holding period of the investment, risk limits, size, tax considerations, concentration or other reasons, be allocated in the same manner as the original investment to which it relates. Additional investment opportunities and follow-on investments may be more or less profitable than the original investment to which they relate.

From time-to-time, a client makes commitments to provide capital for investments at a certain date in the future. At the time any such investment requires funding, the Adviser may allocate the investment opportunity among such client, other clients eligible to participate in the investment and/or co-investors. In addition, the client and its affiliates may establish investment vehicles to facilitate the investment of clients in certain opportunities. To the extent that any other clients make an initial investment in or increase their investment in such an investment vehicle, such investment will dilute the existing interest holders (and the underlying investments therein) unless the Adviser determines to increase the other interest holders’ commitment to the platform on a proportionate basis. Accordingly, clients may be disadvantaged if the Adviser allocates profitable opportunities away from them or if the Adviser allocates unprofitable opportunities to them.

As described generally in Item 11.C, there may be situations in which one client (or affiliate of a client) makes or otherwise acquires an investment that is later sold to another client. Such transactions are referred to as “Internal Cross Transactions.” The client making the initial investment will bear the investment risk related to the investment if and until such time as an Internal Cross Transaction is effected with another client. The client making the initial investment may be paid interest or other compensation from the client purchasing the investment in such circumstances if believed to be necessary and appropriate by the Adviser.

The portfolio strategies we and our affiliates use for certain clients could conflict with the transactions and strategies we employ in managing other clients and may affect the prices and availability of the securities and other financial instruments in which clients invest. For example, the use of currency or Digital Asset hedging, securities hedging or other hedging, trading, asset allocation and derivative strategies designed to increase, decrease or otherwise modify the exposure of a client’s holdings to particular strategies, may result in investments for certain clients that are contrary (economically or otherwise) to the investment positions taken by the Adviser on behalf of another client and may result in higher or lower returns and greater or less downside or other risk for a client. Client investments may include investments in vehicles that are directly or indirectly affiliated with the Adviser, such as the Funds. The client bears management fees and performance fees that are paid to, or performance allocations that are made to, the managers, general partners or members of such affiliates. The Adviser will endeavor to make investment decisions for the benefit of the client in good faith and to treat each of the Funds and all of its clients in a fair and equitable manner over time. There can be no assurance, however, that certain investment decisions made for a client or for any other Fund will not adversely affect other Funds or clients, even if such investment decisions are made in good faith. please register to get more info

As discussed in response to Item 4.B., our clients are privately offered pooled investment vehicles, which are intended for investment by investors that are accredited investors under Rule 501 of Regulation D of the Securities Act, and are qualified purchasers under Section 2(a)(51) of the Investment Company Act so as to comply with the exemption under Section 3(c)(7) of the Investment Company Act. The minimum investment for a client or an investor generally will be determined by the Adviser, or the applicable Fund General Partner of the client and will generally be set out in the relevant client’s offering documents and/or investment management or other agreements. Such minimum investment amounts may be waived by the Adviser or the applicable Fund General Partner, if permissible under relevant law. Minimum investment amounts generally are negotiated on a case-by-case basis with a client or an investor. please register to get more info

A. Methods of Analysis and Investment Strategies
The descriptions set forth in this Brochure of specific advisory services that we offer to clients, as well as investment strategies pursued and investments made by us on behalf of our clients, should not be understood to limit in any way our investment activities. We may offer any advisory services, engage in any investment strategy and make any investment, including any not described in this Brochure, that we consider appropriate, subject to each client’s investment objectives and guidelines.
The investment strategies we pursue are speculative and entail substantial risks. Clients should be
prepared to bear a substantial loss of capital. There can be no assurance that the investment objectives
of any client will be achieved. Investment products we manage are designed only for sophisticated
persons who can bear the economic risk of the loss of their investments and who have a limited need for
liquidity in their investment. There can be no assurance that an investment strategy will achieve their
investment objective or that substantial losses will not be incurred. Each prospective client or investor
should carefully review the applicable offering documents and/or investment management or other
agreements prior to deciding to invest in the strategy, product or Fund managed by the Adviser.
1. Methods of Analysis Investment ideas are usually generated internally, through research and analysis, and are based primarily upon the research and analytical experience and expertise of each of the investment and other professionals that supervise and review the applicable accounts. The Adviser may obtain information regarding investment opportunities through industry participants, broker-dealers and business and other relationships. The Adviser may, from time to time, engage the services of affiliates as well as consultants and third parties to provide investment ideas, source potential investments, or gather further research or information.

The Adviser’s investment analysis methods may include, depending upon the investment strategy and circumstances, charting, fundamental, technical and cyclical methods. In addition, the Adviser’s methods of analysis may include quantitative and computer-aided analysis of investments and market attributes, and computer application of models applying proprietary evaluation criteria to investments, among others. The Adviser also may use risk-generated analysis and reports or other such information as it believes is advisable in connection with its investment strategies. 2. Investment Strategies (a) Index Strategy The principal investment objective of one investment strategy offered by the Adviser (the “Index Strategy”) is to provide investment results that, before expenses, correspond generally to the performance of the Bloomberg Galaxy Crypto Index (the “Index”), an index developed by Bloomberg and the Adviser and maintained on an ongoing basis by Bloomberg, which is designed to track the performance of the largest, most liquid portion of the cryptocurrency market. The Galaxy Benchmark Crypto Index Offshore Fund, Ltd. (collectively with Galaxy Benchmark Crypto Index Master Fund, L.P. and Galaxy Benchmark Crypto Index Fund, L.P., the “Index Fund”) pursues its investment objective through investments in a portfolio of cryptocurrencies and blockchain based assets that are tracked by the Index. As discussed in response to Items 5.E and 10.C, the Adviser is entitled to receive a certain portion of license fees collected by Bloomberg for use of the Index by persons other than the Adviser or the Index Fund. (b) EOS Strategy

The Adviser offers another strategy which seeks to identify and invest in a diversified portfolio of established, early and growth stage technology entities, ventures or projects and/or establishing or investing in one or more entities intended to facilitate such entities, ventures and projects (e.g., “incubators”), however constituted, which are substantially related to the blockchain(s) based on the EOSIO blockchain software.

(c) Cash Management Strategy

A final investment strategy offered by the Adviser seeks to achieve capital preservation through investments in U.S. or non-U.S. money market instruments, including but not limited to, government obligations, custodial receipts, certificates of deposit, time deposits and bankers’ acceptances, commercial paper, master demand notes, short-term corporate debt securities, and repurchase agreements.
B. Material, Significant or Unusual Risks Relating to Investment Strategies

The following risk factors do not purport to be a complete list or explanation of the risks involved in an investment in clients advised by us. These risk factors include only those risks we believe to be material, significant or unusual and relate to particular significant investment strategies or methods of analysis employed by us or particular investment instruments in which we invest on behalf of clients. In addition, not all risk factors set forth below apply to each client. Some risk factors apply to certain clients and not to others. The risk factors applicable to a specific client are further detailed in that client’s offering documents and/or investment management or other agreements. References in this section to actions taken or investments made by a “client” should be understood to mean, as context requires, that such actions may be taken or investments made by the Adviser (and references to the Adviser should include, for purposes of this section, a Fund General Partner, as context requires). General Risks Investment-Related Risks. The investment business, and in particular investing in Digital Assets and/or the debt or equity of companies operating in and around the distributed ledger, digital asset and broader emerging digital FinTech sectors (“Digital Asset Companies”) is speculative, underlying asset prices are volatile and market movements are difficult to predict. Supply and demand for investment opportunities change rapidly and are affected by a variety of factors, including interest rates, housing prices, merger activities, regulation, unemployment, wage growth and general economic trends. In addition to these general investment risks, the Adviser may use investment techniques that may subject its clients to certain risks; some, but not all, of these risks are summarized below. Investment and Trading Risks Generally. Investing involves a high degree of risk, including the risk that the entire amount invested may be lost. Depending upon the specific strategy, a client generally will make direct or indirect investments in Digital Assets or in Digital Asset Companies, using strategies and investment techniques with significant risk characteristics, including risks arising from the volatility of Digital Assets, global equity, currency and fixed income markets, leverage, the potential illiquidity of derivative instruments and other portfolio investments and loss from counterparty defaults. No guarantee is made that a client’s investment program or overall portfolio, or various investment strategies used or investments made, will have low correlation with each other or that a client’s returns will exhibit low long-term correlation with an investor’s traditional securities portfolio. A client’s investment program may use such investment techniques as margin transactions, option transactions, swap and other derivative transactions, short sales and forward and futures contracts, which practices involve substantial volatility and can, in certain circumstances, substantially increase the adverse impact to which a client may be subject. All investments made by a client risk the loss of capital. No guarantee or representation is made that a client’s investment program will be successful, that a client will achieve its investment objective or that there will be any return of capital invested to investors in a client, and investment results may vary substantially over time.

No Guarantee of Return or Performance. The obligations or performance of a client or the returns on investments in a client portfolio will not be guaranteed in any way.

Broad Discretionary Power to Choose Investments and Strategies. The Adviser has broad discretionary power to decide what investments a client will make and what strategies it will use. The Adviser may choose any other investments and strategies that it believes are advisable, consistent with a particular client’s investment objectives and subject to the ultimate authority of the Adviser.

Limited Operating Histories. The Adviser has limited operating history upon which prospective investors can evaluate its performance. A client’s investment program should be evaluated on the basis that there can be no assurance that the Adviser’s assessment of the prospects of investments will prove accurate or that a client will achieve its investment objective.

Dependence on Key Individuals. The authority for all client decisions will be delegated to the Adviser. Investors will have no authority to make decisions or to exercise discretion on behalf of a client. The success of a client will be significantly dependent upon the expertise of the relevant key person and the other members of the investment team. Although the Adviser anticipates that it and its principals will devote a significant portion of their time to the conduct of the business of its clients, the Adviser or its principals also serve as general partner, managing member, investment adviser or investment manager to multiple funds or investment vehicles. Furthermore, the principals of the Adviser are not required to devote all of their time to the Adviser or a client, and there can be no assurance that any principal of the Adviser will continue to remain associated with the Adviser. Legal, Tax and Regulatory Risks. In the wake of the global financial crisis, widespread legislative and regulatory actions were taken by numerous governments and their agencies, including in the United States the enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). The Dodd-Frank Act significantly revised and expanded the rulemaking, supervisory and enforcement authority of federal bank, securities and commodities regulators and imposed enhanced recordkeeping and reporting obligations on investment advisers in respect of private funds. The Dodd-Frank Act also established a general framework for systemic regulation. Although U.S. regulators have largely implemented key provisions of the Dodd-Frank Act, certain final regulations have only been in place a short period of time and others have not been finalized. Future regulatory actions authorized by the Dodd-Frank Act could adversely affect a client. Legal, tax and regulatory developments are likely to continue to occur, and such developments may adversely affect a client. In addition, the securities and futures markets are subject to comprehensive statutes, regulations and margin requirements and regulators, and self-regulatory organizations and exchanges have been 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 change by government and judicial actions. The regulatory environment for private funds is evolving, and currently there are numerous legislative and regulatory proposals in the United States, Europe and other countries that could affect a client and its trading and investing activities. Changes in the regulation of private funds and their trading and investing activities may adversely affect the ability of a client to pursue its investment strategy or obtain leverage and financing and the value of investments held by a client. There has been an increase in governmental, as well as self-regulatory, scrutiny of the alternative investment industry in general. Such scrutiny may increase a client’s exposure to potential liabilities and to legal, compliance and other related costs. Increased regulatory oversight may also impose additional administrative burdens on the Adviser, including responding to examinations and investigations, implementing new policies and procedures and complying with recordkeeping and reporting obligations. Such burdens may divert the Adviser’s time, attention, and resources from portfolio management activities. It is impossible to predict what, if any, changes in laws and regulations may occur, but any laws and regulations that restrict or limit a client’s ability to trade in securities or to employ (or obtain from brokers and other counterparties) credit in its trading could have a material adverse impact on a client’s portfolio.

A client and the Adviser may also be subject to regulation in jurisdictions in which they engage in business. Investors should understand that a client’s business is dynamic and is expected to change over time. Therefore, a client may be subject to new or additional regulatory constraints in the future. The offering materials and other agreements prepared in connection with the clients cannot address or anticipate every possible current or future regulation that may affect a client, the Adviser or their businesses. Such regulations may have a significant impact on investors or the operations of a client, including, without limitation, by restricting the types of investments a client may make, preventing a client from exercising its voting rights with regard to certain financial instruments and requiring a client to disclose the identity of its investors. The Adviser may cause a client to be subject to such regulations if it believes that an investment or business activity that may trigger such regulation is in a client’s interest, even if such regulations may have a detrimental effect on one or more investors. Prospective investors are encouraged to consult their own advisors regarding an investment in a client.

Employee Misconduct. The Adviser’s reputation is critical to maintaining and developing relationships with existing and prospective investors, as well as with the numerous third parties with which the Adviser or a client does business. In recent years, there have been a number of highly publicized cases involving fraud, conflicts of interest or other misconduct by individuals in the financial services industry, and there is a risk that an employee of or contractor to the Adviser or any of its affiliates could engage in misconduct that adversely affects the investment strategies implemented by the Adviser. It is not always possible to deter such misconduct, and the precautions the Adviser takes to detect and prevent such misconduct may not be effective in all cases. Misconduct by an employee of or contractor to the Adviser or any of its affiliates, or even unsubstantiated allegations of such misconduct, could result in both direct financial harm to the Adviser and a client, as well as harm to the reputations of the Adviser and the client, which would have a materially adverse effect on a client. Projections. A client expects, at times, to rely upon projections developed by the Adviser or a portfolio company concerning such portfolio company’s future performance and cash flow. Projections are inherently subject to uncertainty and factors beyond the control of the Adviser and such portfolio company. The inaccuracy of certain assumptions, the failure to satisfy certain financial requirements, and the occurrence of other unforeseen events could impair the ability of a company to realize projected values and cash flow.

Future Investment Techniques and Instruments. A client may employ other investment techniques and invest in other instruments that the Adviser believes will help achieve a client’s investment objective, whether or not such investment techniques or instruments are specifically described herein. Such investment techniques and investments may entail risks not described herein.

Interest Rate Risk. The market value of fixed-income loans and debt securities generally varies in response to changes in interest rates and the financial condition of the borrower of such loan or the issuer of such securities. During periods of declining interest rates, the value of debt generally increases. Conversely, during periods of rising interest rates, the value generally declines. These changes in market value will be reflected in the net asset value of a client’s portfolio. No assurance can be given that the debt and fixed income obligations in which a client invests will continue to earn yields comparable to those earned historically or with the expectations of the Adviser, nor can any assurance be given that the issuers of such securities will make payment on such obligations as they become due.

Counterparty Risk. Some of the markets in which a client may effect transactions are “over-the-counter” or “interdealer” markets. The participants in such markets are typically not subject to the credit evaluation and regulatory oversight to which members of “exchange-based” markets are subject. To the extent a client invests in over-the-counter transactions on these markets, a client may take a credit risk with regard to parties with whom it trades and may also bear the risk of settlement default. These risks may differ materially from those entailed in exchange-traded transactions, which generally are backed by clearing organization guarantees, daily marking-to-market and settlement, and segregation and minimum capital requirements applicable to intermediaries. Transactions entered into directly between two counterparties generally do not benefit from such protections. Such transactions expose a client to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem. In such events, a client may bear a loss in connection with the relevant transaction. Such “counterparty risk” is accentuated for contracts with longer maturities where events may intervene to prevent settlement, or where a client has concentrated its transactions with a single or small group of counterparties. A client is not restricted from dealing with any particular counterparty or from concentrating any or all of its transactions with one counterparty. The ability of a client to transact business with any one or a number of counterparties, the lack of any independent evaluation of such counterparties’ financial capabilities and the absence of a regulated market to facilitate settlement may increase the potential for losses by a client. Custodial Risk. There are risks involved in dealing with the custodians who hold a client’s assets, particularly with respect to non-U.S. investments. It is expected that all cash and other non-loan assets deposited with custodians will be clearly identified as being assets of a client and hence a client should not be exposed to a credit risk with respect to such parties. However, it may not always be possible to achieve this segregation and there may be practical or timing problems associated with enforcing a client’s rights to its assets in the event of the insolvency of any such custodian. See “Risks Relating to Custody of Digital Assets” discussion below for the particular risks related to custody of Digital Assets. Risk Control Framework. The Adviser will implement a risk control framework to help each client manage its risk exposure. No risk control system is fail-safe, and no assurance can be given that the Adviser’s risk control framework will achieve its objectives. Any target exposures developed by the Adviser may be based upon historical patterns for the instruments in which a client trades and may rely upon models for the behavior of the instruments in response to various changes in market conditions. No assurance can be given that the historical patterns will accurately predict trading patterns or that the models will necessarily accurately predict the manner in which the instruments are priced.

Dependence on Service Providers. The Adviser relies on service providers for certain aspects of their business, including certain financial operations, trade related activity, IT infrastructure and systems, trade reconciliation, and margin and collateral movement. The Adviser does not control these service providers and has limited transparency into such businesses’ day-to-day operations. Any interruption or deterioration in the performance of such service providers could impair the quality of the Adviser’s operations, negatively affect its and the reputation of a client and the investment strategies of the Adviser, limit a client’s potential to grow, and ultimately expose clients to losses.

Lack of Fiduciary Duty by Service Providers. Service providers to a client, including custodians and security vendors, owe no fiduciary duties to clients or investors, are not required to act in their best interest and could resign or be removed by the Adviser. The service providers, including custodians and security vendors, that a client employs or may employ in the future are not trustees for, and owe no fiduciary duties to, a client or investors. Current or future service providers, including custodians and security vendors, can terminate their role as custodian or security vendor for any reason whatsoever upon the notice period provided under the relevant custody agreement. A service provider may also be terminated.

Operational Risk. A client will depend upon the Adviser to develop the appropriate systems and procedures to control operational risks. Operational risks arising from transactions not being properly booked, evaluated or accounted for or other similar disruption in the Adviser’s operations may cause a clients to suffer financial loss, other liability to clients or third parties and regulatory intervention or reputational damage.

Systems Risks. A client will depend upon the Adviser to develop and implement appropriate systems for a client’s activities. In particular, the Adviser will rely extensively on computer programs and systems to evaluate certain securities based on real-time trading information, to monitor their portfolios and net capital and to generate risk management and other reports that are critical to the oversight of a client’s activities. In addition, certain of the Adviser’s operations will interface with or depend on systems operated by third parties, including market counterparties and their sub-custodians and other service providers, and the Adviser may not be in a position to verify the risks or reliability of such third-party systems. These programs or systems may be subject to certain defects, failures or interruptions, including, but not limited to, those caused by computer “worms,” viruses and power failures. Any such defect or failure could have a material adverse effect on a client. For example, such failures could cause inaccurate reports, which may affect the Adviser’s ability to monitor a client’s investment portfolio and its risks. In addition, despite the security measures established by the Adviser and third parties to safeguard its and their respective systems, including the information therein, such systems may be vulnerable to attacks by hackers or breached due to employee error, malfeasance or other disruptions. Any such breach could compromise these systems and result in the theft, loss or public dissemination of the information stored therein and could have a material adverse effect on a client. Reliance on Technology. Certain strategies and critical aspects of the Adviser’s operations are reliant on technology, including hardware, software and telecommunications systems. Significant parts of the technology used in the management of each client may be provided by third parties and are therefore beyond the Adviser’s direct control. Forecasting, trade execution, data gathering, risk management, portfolio management, IT infrastructure and support, compliance and accounting systems all are designed to depend upon a high degree of automation and computerization. Although the Adviser seeks, on an ongoing basis, to ensure adequate backups of software and hardware where possible and the Adviser will attempt to conduct adequate due diligence and monitoring of providers, if such efforts are unsuccessful or inadequate, software or hardware errors or failures may result in errors, data loss and/or failures in trade execution, risk management, portfolio management, compliance or accounting. Errors or failures may also result in the inaccuracy of data and reporting or the unavailability of data or vulnerability of data to the risk of loss or theft. Errors may occur gradually and once in the code may be very hard to detect and can potentially affect results over a long period of time. If an unforeseeable software or hardware malfunction or problem is caused by a defect, virus or other outside force, a client may be materially adversely affected.

In particular, the Adviser may rely on cloud (including private and public cloud-based) technology for certain operations, including data storage. Cloud-based technology, like any electronic data storage or processing technology, is not fail-safe. It may be subject to certain defects, failures or interruptions of service beyond the Adviser’s direct control. It is also possible that such technology could be compromised by a third party, including through the use of malicious software or programs, such as viruses, which may expose the Adviser and a client to theft (of data or other assets) and/or significant business interruption. In addition, a software provider may cease operations or be relatively thinly capitalized and the Adviser’s and a client’s ability to be made whole after any loss may be compromised as a result.

Trade Execution Risk. To the extent a client trades Digital Assets, a client’s investment and trading strategies will depend upon its ability to establish and maintain an overall market position in a combination of financial instruments selected by the Adviser. A client’s trading orders may not be executed in a timely and efficient manner due to various circumstances, including, without limitation, trading volume surges or systems failures attributable to a client, the Adviser, a client’s counterparties, brokers, dealers, agents or other market participants. In such event, a client may only be able to acquire or dispose of some, but not all, of the components of such position, and, if the overall position were to need adjustment, a client may not be able to make such adjustment. As a result, a client may not be able to achieve the market position selected by the Adviser, which could result in a loss. Trade Errors. On occasion, errors may occur with respect to transactions executed on behalf of a client. Trade errors can result from a variety of situations, including, for example, when the wrong asset is purchased or sold, when the correct asset is purchased or sold but for the wrong account and when the wrong quantity is purchased or sold. Trade errors frequently result in losses but may, occasionally, result in gains. The Adviser determines whether to have the costs arising from trade errors borne by a client or the Adviser by applying the same standard of liability that would apply to any other action or omission by the Adviser in the course of such management under the applicable client agreement. Trade errors are evaluated on a case- by-case basis. For the Adviser’s clients, the applicable standard of liability is generally gross negligence, willful misconduct or fraud. The Adviser may execute all or a portion of its transactions via a proprietary algorithm. Transactions resulting from errors made with respect to the coding or development of such algorithm will not be considered trade errors in most circumstances under the Adviser’s policies. Clients will also generally not be reimbursed by the Adviser for such errors, unless they resulted from the Adviser’s gross negligence, willful misconduct or fraud.

Cyber Security, Other Breaches and Identity Theft. Cyber security incidents and cyberattacks have been occurring globally at a more frequent and severe level and will likely continue to increase in frequency in the future. The Adviser’s and its service providers’ information and technology systems may be vulnerable to damage or interruption from computer viruses and other malicious code, network failures, computer and telecommunication failures, infiltration by unauthorized persons and security breaches (by physical or electronic means), usage errors by their respective users or service providers, power, communications or other service outages and catastrophic events such as fires, tornadoes, floods, hurricanes and earthquakes. If unauthorized parties gain access to such information and technology systems, they may be able to steal, publish, delete or modify private and sensitive information. Although the Adviser has implemented, and service providers may implement, various measures to manage risks relating to these types of events, such systems could be inadequate and, if compromised, could become inoperable for extended periods of time, or cease to function properly or fail to adequately secure private information. Breaches such as those involving covertly introduced malware, impersonation of authorized users and industrial or other espionage may not be identified even with sophisticated prevention and detection systems, potentially resulting in further harm and preventing it from being addressed appropriately. The Adviser may have to make a significant investment to fix or replace any inoperable or compromised systems. The failure of these systems and/or of disaster recovery plans for any reason could cause significant interruptions in the Adviser’s operations and result in a failure to maintain the security, confidentiality or privacy of sensitive data, including personal information relating to investors (and the beneficial owners of investors) and the intellectual property and trade secrets of the Adviser. Such a failure could harm the Adviser’s reputation, subject the Adviser and its affiliates (including a client) to legal claims and otherwise affect their business and financial performance.

Risks Applicable to Various Strategies Venture Capital Investments. Certain clients may make venture capital investments. Such investments involve a high degree of business and financial risk that can result in substantial losses. The most significant risks are the risks associated with investments in: (i) companies in an early stage of development or with little or no operating history, (ii) companies operating at a loss or with substantial fluctuations in operating results from period to period and (iii) companies with the need for substantial additional capital to support or to achieve a competitive position. Private Equity Investments. The private equity investment vehicles or strategies in which certain clients may invest will be subject to significant legal or contractual restrictions on transferability or other special considerations (such as the lack of a liquid market) that restrict or limit the ability of the client to dispose of such investments without impairing their value. A client’s participation in such investments may significantly restrict the ability of an investor to make withdrawals. An investor may be required to continue to participate in such investments irrespective of whether such investor has withdrawn the balance of its capital accounts available for withdrawal, and the client may be required to hold such investments indefinitely, even if such investments become completely illiquid or unprofitable. Valuation of Illiquid Assets. Valuations of a client’s portfolio are expected, from time to time, to involve uncertainties and discretionary determinations. From time to time, third-party pricing information may not be generally available regarding a portion of a client’s securities, derivatives or other assets. The Adviser, on behalf of a client, may delegate to an administrator the computation of a client’s net asset value. The relevant administrator will assume that the assets and liabilities reported by the Adviser represent a complete record of a client’s investments as of the date of a client’s reports as prepared by the administrator. Additionally, the relevant administrator, in computing the net asset value of a client, will use prices that are determined by the Adviser or a client, as described in the relevant administration agreement. A client may specify the pricing methodologies that the administrator should rely upon (such as the prices of listed, liquid securities reported on exchanges and quoted by third-party vendors) or, alternatively, a client may require the administrator to accept valuations provided by the Adviser. If the administrator’s valuations should prove to be incorrect, the net asset value of a client could be materially adversely affected.

Trading Limitations. For all securities listed on a securities exchange, including options listed on a public exchange, the exchange generally has the right to suspend or limit trading under certain circumstances. Such suspensions or limits could render certain strategies difficult to complete or continue and subject a client to potential losses. Also, such suspensions or limits could render it impossible for the Adviser to liquidate positions and thereby expose a client to potential losses.

Availability of Investment Strategies. The success of a client’s investment and trading activities will depend on the ability of the Adviser to identify overvalued and undervalued investment opportunities that fit a client’s investment objectives as described in the relevant offering materials. Identification and exploitation of these opportunities involve a high degree of uncertainty. No assurance can be given that the Adviser will be able to identify suitable investment opportunities in which to deploy all of a client’s capital. Various market factors over which the Adviser has no control may reduce the pool of profitable investment opportunities for a client.

General Economic and Market Conditions. The success of a client’s activities will be affected by general economic and market conditions, such as interest rates, availability of credit, inflation rates, economic uncertainty, changes in laws (including laws relating to taxation of a client’s investments), trade barriers, currency exchange controls and national and international political circumstances (including wars, terrorist acts or security operations). These factors may affect the level and volatility of securities prices and the liquidity of a client’s investments, including, without limitation, common equity and related equity derivative instruments, high-yield securities, convertible securities and derivatives, including futures and option prices, which can be highly volatile. During periods of limited liquidity and higher price volatility, a client’s ability to acquire or dispose of its investments at a price and time that the Adviser deems advantageous may be impaired. There is no guarantee that a client will be able to achieve its investment objectives or provide any return on invested capital. During the global financial crisis of 2007 to 2008, various sectors of the global financial markets experienced an extended period of adverse conditions featuring market uncertainty, reduced liquidity, greater volatility, general widening of credit spreads and a lack of price transparency. To the extent that similar marketplace events were to occur in the future, these events may have an adverse impact on a client’s investments. In addition, governments from time to time intervene, directly and by regulation. Such intervention is often intended to directly influence prices and may, together with other factors, cause all of such markets to move rapidly in the same direction. It is also possible that a default by one of several large institutions that are dependent on one another to meet their liquidity or operational needs may cause a series of defaults by other institutions. This is sometimes referred to as a “systemic risk.” These factors and general market conditions could have a material adverse effect on markets in general and on a client’s portfolio. Operating and Financial Risks of Portfolio Companies. Portfolio companies in which a client invests could deteriorate as a result of, among other factors, an adverse development in their business, a change in their competitive environment, or an economic downturn. As a result, portfolio companies that the Adviser expected to be stable could operate at a loss or have significant variations in operating results, could require substantial additional capital to support their operations or to maintain their competitive positions, or could otherwise have a weak financial condition or be experiencing financial distress. In some cases, the success of a client’s investment strategy and approach will depend, in part, on the ability of a client to effect improvements in the operations of an investment and/or recapitalize its balance sheet. The activity of identifying and implementing operating improvements and/or recapitalization programs at portfolio companies entails a high degree of uncertainty. There can be no assurance that a client will be able to successfully identify and implement such operating improvements and/or recapitalization programs.

Additional Capital; Follow-On Investments. Certain of the portfolio companies in which a client invests, especially those in a development phase, may require additional financing to satisfy their working capital requirement (such additional financing, a “Follow-On Investment”). The amount of the additional financing needed will depend upon the maturity and objectives of the particular investment. Each such round of financing (whether from a client or other investors) is typically intended to provide a company with enough capital to reach its next major corporate milestone. If the funds provided are not sufficient, a company may have to raise additional capital at a price unfavorable to its existing investors, including a client. In addition, a client may make additional debt and equity investments or exercise preemptive rights under warrants or options or for the purpose of converting convertible securities that were acquired in the initial investment in such investment in order to, among other things, preserve a client’s proportionate ownership when a subsequent equity or debt financing is planned, to protect a client’s investments when, for example, such investment’s performance does not meet expectations, to enhance the value of an existing investment or in anticipation of disposition, refinancing, recapitalization or other transactions.

A client may extend capital commitments to a portfolio company that becomes due and payable when such company reaches certain milestones related to product development, capital deployment or otherwise. If one or more portfolio companies fail to meet such milestones, and a client has reserved significant capital for such purpose, a client will have incurred opportunity costs associated with the milestone financing commitment. There can be no assurance that a client will be able to redeploy such committed funding quickly.

The availability of capital is generally a function of capital market conditions that are beyond the control of a client or any portfolio company. There can be no assurance that a portfolio company will be able to predict accurately future capital requirements necessary for success or that additional funds will be available from any source. A client may be called upon to provide follow-on funding for a portfolio company or have the opportunity to increase its investment in such portfolio company. There can be no assurance that a client will make Follow-On Investments or that it will have sufficient funds or the ability to do so. Any decision not to make a Follow-On Investment, including due to a client’s inability to make such an investment, may have a substantial negative impact on a portfolio company in need of such an investment or may diminish a client’s ability to influence the portfolio company’s future development. Competition for Investment Opportunities. The Adviser operates in a highly competitive market for investment opportunities. The Adviser, on behalf of clients, will compete for investments with various other investors, such as public and private funds, commercial and investment banks and commercial finance companies. The lending, investment and securities industries and the various financial markets in which the Adviser participates are extremely competitive and each involves a degree of risk. The Adviser will compete with firms, including many of the larger lending, securities and investment banking firms, which have substantially greater financial resources and research staffs. Such other firms may have investment objectives that overlap with those of a client, which may create competition for investment opportunities. Some competitors may have a lower cost of funds and access to funding sources that are not available to a client, and may have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of investments and to establish more relationships. These competitive pressures could impair a client’s business, financial condition and results of operations. As a result of this competition, a client may not be able to take advantage of attractive investment opportunities.

Event-driven Investments. Certain investment opportunities are expected to arise due to the pendency or occurrence of specific events affecting a company. Event-driven investing requires the investor to make predictions about (i) the likelihood that an event will occur and (ii) the impact such event will have on the value of a company’s securities. If the event fails to occur or it does not have the effect foreseen, losses can result. Because of the inherently speculative nature of event-driven investing, a client’s results with respect to any such investments may be expected to fluctuate from period to period and will not necessarily be indicative of results that may be expected in future periods.

Investment in Reorganizations and Restructurings. A client may make investments in restructurings that involve companies that are experiencing or are expected to experience severe financial difficulties. These severe financial difficulties may never be overcome, and may cause such companies to become subject to bankruptcy proceedings. In such situations, a client’s investment is subject to the risk that a bankruptcy filing and/or high administrative costs may adversely and permanently impact the value of such companies. In addition, such investments could subject a client to certain additional potential liabilities that may exceed the value of a client’s original investment therein. For instance, under certain circumstances, payments to a client and distributions by a client to investors may be reclaimed if any such payment or distribution is later determined to have been a fraudulent conveyance, preferential payment or similar transaction under applicable bankruptcy and insolvency laws. Furthermore, investments in distressed companies and restructurings may be adversely affected by statutes relating to, among other things, fraudulent conveyances, voidable preferences, lender liability and the court’s discretionary power to disallow, subordinate or disenfranchise particular claims.

Some of the investments a client makes may require active monitoring and representation on official and unofficial creditors’ committees for a company involved in a reorganization proceeding or restructuring. Accordingly, a client may seek representation on such committees from time to time if the Adviser, in its sole discretion, determines that such representation is necessary or advisable to protect or further a client’s interests. If a client joins a creditors’ committee, the participants of the committee would be interested in obtaining an outcome that is in their respective individual best interests and there can be no assurance of obtaining results most favorable to a client in such proceedings. Serving on an official or unofficial committee increases the possibility that a client will be deemed an “insider” or a “fiduciary” of the company it has so assisted and may restrict a client’s trading of its investments in such company. Should such assistance be provided before a company enters bankruptcy proceedings, the bankruptcy court, under certain conditions such as a finding of fraud or inequitable conduct, may invoke the doctrine of “equitable subordination” with respect to any claim or equity interest held by a client in such company and subordinate any such claim or equity interest in whole or in part to other claims or equity interests in such company. Claims of equitable subordination may also arise outside of the context of a client’s committee activities. In addition, if representation of a creditors’ committee of a company causes a client to be deemed an affiliate of the company, the securities of such company held by a client may become restricted securities, which are not freely tradable. As a client will indemnify any person serving on a committee on its behalf for claims arising from breaches of those obligations, indemnification payments could adversely affect the return on a client’s investment in a portfolio company.

Fraudulent Conveyance Considerations. Various federal and state laws enacted for the protection of creditors may apply to a client’s investments by virtue of a client’s role as a creditor with respect to the issuers of such investments. If a court in a lawsuit brought by an unpaid creditor or representative of creditors of a borrower (i.e., a portfolio company), such as a trustee in bankruptcy or the borrower as debtor-in-possession, were to find that (a) the borrower did not receive fair consideration or reasonably equivalent value for incurring indebtedness evidenced by an investment and granting any security interest or other lien securing such investment and (b) after giving effect to such indebtedness, the borrower either (i) was insolvent, (ii) was engaged in a business for which the assets remaining in such borrower constituted unreasonably small capital or (iii) intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature, then such court could invalidate, in whole or in part, such indebtedness and any security interests or other lien securing such investment as fraudulent conveyances, could subordinate such indebtedness to existing or future creditors of the borrower or could recover amounts previously paid by the borrower (including to a client) in satisfaction of such indebtedness or amounts representing proceeds of such security interest or other liens previously applied in satisfaction of such indebtedness. In addition, upon any insolvency of a portfolio company, payments made on the investment could be subject to avoidance as a “preference” if made within a certain period of time (which may be as long as one (1) year) before insolvency. The measure of insolvency for purposes of the foregoing will vary depending on the law of the jurisdiction that is being applied. Generally, however, a borrower would be considered insolvent at a particular time if the sum of its debts was greater than all of its property at a fair valuation or if the present fair saleable value of its assets was then less than the amount that would be required to pay its probable liabilities on its existing debts as they became absolute and matured. There can be no assurance as to what standard a court would apply in order to determine whether a borrower was insolvent after giving effect to the particular indebtedness or that, regardless of the method of evaluation, a court would not determine that the borrower was “insolvent” upon giving effect to such indebtedness.

In general, if payments on an investment are voidable, whether as fraudulent conveyances or preferences, such payments can be recaptured either from the initial recipient (such as a client) or from subsequent transferees of such payments, including investors. Accordingly, there can be no assurance as to the timing or amount of return of capital, if any, to investors in a client. Illiquid Investments. The Adviser expects to invest in securities of private companies and/or privately issued securities of public companies, securities that lack a readily ascertainable market value or otherwise lack sufficient liquidity or securities that should be held until the resolution of a special event or circumstance. A client may not be able to readily dispose of such non publicly traded securities and, in some cases, may be contractually prohibited from disposing of such investments for a specified period of time. Other assets and liabilities for which no market prices are available generally will be carried on the books of a client at fair value (which may be cost) as reasonably determined by the Adviser in good faith. There is no guarantee that fair value will represent the value that will be realized by a client on the eventual disposition of the investment or that would, in fact, be realized upon an immediate disposition of the investment. Investment in Undervalued Securities. Investments in undervalued securities involve a high degree of financial risk and can result in substantial losses. Returns generated from such investments may not adequately compensate for the business and financial risks assumed. In addition, a client may be required to hold such securities for a substantial period of time before realizing their anticipated value. During this period, a portion of a client’s capital would be committed to the securities purchased, thus possibly preventing a client from investing in other opportunities. In addition, a client may finance such purchases with borrowed funds and thus will have to pay interest on such funds during such waiting period. Short Sales. A client may engage in short selling for the purpose of hedging, depending upon the Adviser’s investment strategy and opportunities. Short selling involves selling securities that are not owned and borrowing them for delivery to the purchaser, with an obligation to replace the borrowed securities at a later date. Short selling allows the investor to profit from declines in market prices to the extent such decline exceeds the transaction costs and the costs of borrowing the securities. A short sale creates the risk of a theoretically unlimited loss, in that the price of the underlying security could theoretically increase without limit, thus increasing the cost to a client of buying those securities to cover the short position. There can be no assurance that a client will be able to maintain the ability to borrow securities sold short. In such cases, a client can be “bought in” (i.e., forced to repurchase securities in the open market to return to the lender). There also can be no assurance that the securities necessary to cover a short position will be available for purchase at or near prices quoted in the market. Purchasing securities to close out the short position can itself cause the price of the securities to rise further, thereby exacerbating the loss.

In response to dislocations in the financial services industry and other market events, the SEC and securities regulators of many other jurisdictions have implemented certain prohibitions and disclosure requirements on short selling of securities and may impose additional restrictions in the future. In 2010, the SEC’s new short sale price test, which took effect through amendment to Rule 201 of Regulation SHO (the “Short Sale Rule”), became effective. The Short Sale Rule goes into effect upon a 10% decline in the price of a National Market System stock (any National Market System security other than an option, i.e., stocks listed on the New York Stock Exchange, NYSE Euronext and NASDAQ) from its previous day’s closing price and effectively restricts the display or execution by exchanges and other trading centers of a short sale order in such stock to a price above the national best bid for the remainder of the trading day and the next trading day. Also, the European Parliament passed a broad regulation which came into effect on November 1, 2012 that restricts and regulates short selling and certain over-the-counter (“OTC”) derivatives in Europe. In addition, following volatility in European markets, some European countries, including France, Italy and Spain, have imposed temporary bans on short selling securities for certain companies listed in their markets, and certain European countries have imposed further restrictions and/or reporting obligations on short selling. Restrictions on the short selling of securities such as the above could interfere with the ability of a client to execute certain aspects of its investment strategies, including its ability to hedge certain exposures and execute transactions to implement its risk management guidelines, and any such limitations may adversely affect the performance of a client. In addition, the Dodd-Frank Act requires the SEC to adopt rules providing for monthly public disclosure of the aggregate amount of the number of short sales of a particular security by institutional investment managers. The Dodd-Frank Act also expands the SEC’s authority over short selling in most securities, and requires the SEC to study the state of short selling, which could lead to further short sale regulation and additional disclosure requirements. Hedging Transactions. The Adviser may, at times, utilize financial instruments, both for investment purposes and for risk management purposes, in order to: (i) protect against possible changes in the market value of a client’s investment portfolio resulting from fluctuations in the securities markets and changes in interest rates; (ii) protect a client’s unrealized gains in the value of its investment portfolio; (iii) facilitate the sale of any such investments; (iv) enhance or preserve returns, spreads or gains on any investment in a client’s portfolio; (v) hedge the interest rate or currency exchange rate on any of a client’s liabilities or assets; (vi) protect against any increase in the price of any securities the Adviser anticipates purchasing at a later date; or (vii) for any other reason that the Adviser deems appropriate. Notwithstanding the foregoing, the Adviser will not be required to hedge any particular risk in connection with a particular transaction or the portfolio generally.

Hedging techniques involve risks different than those of underlying investments. In particular, the variable degree of correlation between price movements of hedging instruments and price movements in the position being hedged creates the possibility that losses on the hedge may be greater than gains in the value of a client’s positions (or that there may be losses on both legs of a transaction). In addition, certain hedging instruments and markets may not be liquid in all circumstances. As a result, in volatile markets, a client may not be able to close out a transaction in certain of these instruments without incurring losses substantially greater than the initial deposit. Although the contemplated use of hedging instruments should tend to minimize the risk of loss due to a decline in the value of the hedged position, at the same time the use of these instruments tends to limit any potential gain that might result from an increase in the value of such position.

The ability of a client to hedge successfully will depend on the Adviser’s ability to predict pertinent market movements, which cannot be assured, and to continually recalculate, readjust and execute hedges in an efficient and timely manner. However, it may not be possible to hedge fully or perfectly against currency fluctuations affecting the value of securities denominated in non-U.S. currencies because the value of those securities is likely to fluctuate as a result of independent factors not related to currency fluctuations. For a variety of reasons, the Adviser and its affiliates may not seek to establish a perfect correlation between the hedging instruments utilized and the portfolio holdings being hedged. Such an imperfect correlation may prevent a client from achieving the intended hedge or expose a client to risk of loss. The Adviser may not hedge against a particular risk because it does not regard the probability of the risk occurring to be sufficiently high or the magnitude of the risk to be sufficiently large as to justify the cost of the hedge, or because it does not foresee the occurrence of the risk. Finally, the daily variation margin requirements in futures contracts that may be sold by a client would create an ongoing greater potential financial risk than would options transactions, where the exposure is limited to the cost of the initial premium and transaction costs paid by a client. Non-U.S. Investments. The Adviser expects, regularly or from time to time, to invest in non-U.S. securities or U.S. securities denominated in non-U.S. currencies and/or traded outside of the United States. Such investments require consideration of certain risks typically not associated with investing in U.S. securities or property, including, among other things, trade balances and imbalances and related economic policies, unfavorable currency exchange rate fluctuations, imposition of exchange control regulation by the United States or non-U.S. governments, United States and non-U.S. withholding taxes, limitations on the removal of funds or other assets, policies of governments with respect to possible nationalization of their industries and political difficulties, including expropriation of assets, confiscatory taxation and economic or political instability in foreign nations. There may be less publicly available information about certain foreign companies than would be the case for comparable companies in the U.S. and certain foreign companies may not be subject to accounting, auditing and financial reporting standards and requirements comparable to or as uniform as those of U.S. companies. Securities markets outside the U.S. have for the most part substantially less volume than U.S. markets, and many securities traded on these foreign markets are less liquid and their prices more volatile than securities of comparable U.S. companies. In addition, settlement of trades in some non-U.S. markets is slower and more susceptible to failure than in U.S. markets. There also may be less extensive regulation of the securities markets in particular countries than in the U.S. These risks may be greater for companies in emerging markets.

Additional costs could be incurred in connection with a client’s international investment activities. Foreign brokerage commissions generally are higher than in the U.S. Expenses also may be incurred on currency exchanges when the Adviser changes investments from one country to another. Increased custodian costs as well as administrative difficulties (such as the applicability of foreign laws to foreign custodians in various circumstances, including bankruptcy, ability to recover lost assets, expropriation, nationalization and record access) may be associated with the maintenance of assets in foreign jurisdictions.

Foreign Exchange Risk. A portion of a client’s assets may be invested in equity instruments denominated in currencies other than the U.S. dollar and in other financial instruments, the price of which is determined with reference to currencies other than the U.S. dollar. A client, however, will value its securities and other assets in U.S. dollars. To the extent unhedged, the value of a client’s assets will fluctuate with U.S. dollar exchange rates as well as with price changes of a client’s investments in the various local markets and currencies. A client may utilize options to hedge against currency fluctuations but there can be no assurance that such hedging transactions will be effective.

Risks Relating to the Expected Exit of the United Kingdom from the European Union. On June 23, 2016, the United Kingdom held a remain-or-leave referendum on the United Kingdom’s membership of the European Union, the result of which favored the exit of the United Kingdom from the European Union (“Brexit”). A process of negotiation will determine the future terms of the United Kingdom’s relationship with the European Union, as well as whether the United Kingdom will be able to continue to benefit from the European Union’s free trade and similar agreements. Depending on the terms of Brexit, economic conditions in the United Kingdom, the European Union and global markets may be adversely affected by reduced growth and volatility. The uncertainty before, during and after the period of negotiation – the timing of which is unclear – is also expected to have a negative economic impact and increase volatility in the markets, particularly in the United Kingdom and the Eurozone. Such negative economic please register to get more info

There are no legal or disciplinary events that are material to a client’s or prospective client’s evaluation of our advisory business or the integrity of our management. please register to get more info

A. Broker-Dealer Registration Status
The Adviser is not registered as a broker-dealer. As discussed in Items 5.E and 10.C, the Adviser’s affiliate, Galaxy Digital Advisors LLC (“GDA”), is a broker-dealer registered with the SEC and a member of Financial Industry Regulatory Authority (“FINRA”) and the Securities Investor Protection Corporation (“SIPC”).

Several of employees of the Adviser, are also employees of GDA, and may spend a substantial amount of time on GDA’s business or the business of other affiliates of the Adviser. Please see Item 10.C.
B. Futures Commission Merchant, Commodity Pool Operator or Commodity Trading
Adviser Registration Status

The Adviser and its management persons are not registered as, and do not have any application to register as, futures commission merchants, commodity pool operators, commodity trading advisors or associated persons of the foregoing entities.
C. Material Relationships or Arrangements with Industry Participants

As discussed in response to Item 4.A, the Adviser’s affiliates (collectively, the “Galaxy Related Parties”), provide broker-dealer, investment banking and other corporate advisory services as well as engage in trading and principal investing activities. Together with the Advisor, the Galaxy Related Parties constitute a diversified financial services company (“Galaxy Digital”) dedicated to the Digital Assets industry.

Certain senior officers of the Adviser also are senior officers of Galaxy Digital. Th e Adviser’s and the Fund General Partners’ facilities and personnel are provided by an affiliate of the Adviser, Galaxy Digital Services LLC, a New York limited liability company, 100% owned by GD LP.

Galaxy Digital operates primarily through the following business lines: asset management, corporate advisory, trading, lending activities and principal investments, as follows:


• Asset Management: The Adviser, manages capital on behalf of third-party limited partners in exchange for management fees and performance-based compensation as described in this Brochure.
• Corporate Advisory: GDA, as noted elsewhere in this Brochure, is engaged in providing corporate advisory services through private placements, M&A advisory, restructuring and referral activities. GDA offers broad-based corporate and capital raising advice, including business planning, strategy, budgeting and competitive analysis on a consulting basis regarding securities transactions. GDA has filed a continuing membership application (“CMA”) with FINRA to add underwriting of public debt and equity securities. GDA will, from time to time, provide corporate advisory services to portfolio companies of the Adviser’s clients as well as to investee companies of other affiliates of the Adviser, including GD Ventures (as defined below). See “M&A Activities;” “Restructuring Activities;” “Initial Public Offering Advisory Services;” and “Underwriting and Private Placement Activities” below.
• Trading: Galaxy Digital Trading LLC, Galaxy Digital LLC, Galaxy Digital II LLC and their respective subsidiaries (collectively “GD Trading”), manage a proprietary trading desk that engages in transactions primarily in spot market cryptocurrency and other liquid Digital Asset commodities using diverse trading strategies. In addition, GD Trading’s in-house, quantitative development team is building and intends to expand its proprietary infrastructure and trading strategies, initially focusing on cross-exchange arbitrage opportunities in Digital Asset commodities. In addition, GD Trading and other Galaxy Related Parties provide research and analysis relating to Digital Assets.

The Adviser’s clients do not currently trade with GD Trading. However, GD Trading provides personnel to the Adviser to trade on behalf of the Index Fund with third parties from time to time. Further, it is expected that, in the future, transactions in Digital Assets will be executed by GD Trading on behalf the Adviser’s clients. See “Affiliated Trading Activities” and “Research Activities” below.


• Lending Activities: Galaxy Digital Lending LLC, Galaxy Digital Lending Services LLC and their respective subsidiaries (collectively, “GD Lending”) will engage in the loan origination and servicing businesses. The Adviser will, from time to time, cause clients, to the extent permitted by law, to invest in loans originated and/or serviced by GD Lending. See “Loan Origination and Servicing Activities” below.


• Principal Investments: Galaxy Digital Ventures LLC, and its subsidiary (collectively, “GD Ventures”), currently holds, and will continue to originate through a team of in-house investment professionals, some of whom also work for the Adviser, a diverse portfolio of private equity and venture capital investments across the distributed ledger, Digital Asset, and emerging FinTech sectors. The Adviser will, from time to time, cause clients to invest in investee companies of GD Ventures either directly or side-by-side with GD Ventures. See “Related Party Transactions” and “Co-Investments” below.

Galaxy Digital may launch additional business lines from time to time as discussed in “Possible Future Activities” below.

Conflicts of Interest

Potential or actual conflicts of interest may arise from time to time between the Adviser and its affiliates, on the one hand, and its clients, on the other hand. In addition, as a consequence of Galaxy Digital’s status as a public company, the officers, directors, members, managers and employees of Galaxy Digital may take into account certain considerations and other factors, including publicity concerns and short-term share value, in connection with the management of clients that would not necessarily be taken into account if Galaxy Digital was not affiliated a public company. As noted above, the Galaxy Related Parties engage in a broad spectrum of activities, including, without limitation, corporate advisory, trading, lending, and principal investing. The Adviser’s clients may benefit from the broad activities of Galaxy Digital and the relationships that arise incidental to such activities, which could generate investment and other opportunities and wider industry expertise. However, situations could arise in which the activities of the Galaxy Related Parties conflict with the interests of the Adviser’s clients and investors. Due to the broad scope of Galaxy Related Parties’ businesses, potential conflicts of interest include situations where its services to a particular client or Galaxy Related Parties’ own investments or other interests conflict, or are perceived to conflict, with the interests of another client, as well as situations where one or more of Galaxy Related Parties’ businesses have access to material non-public information that may not be shared with its other businesses and situations where Galaxy Related Parties may be an investor or creditor of an entity with which it also has an advisory or other relationship. For example, Galaxy Related Parties subsidiaries may provide corporate advisory services to companies that are also investee companies of GD Ventures or the Adviser’s clients. Furthermore, to the extent that the Galaxy Related Parties are not providing such services at the time of an investment by a client, the Adviser will have an incentive to recommend the Galaxy Related Parties to such client to provide the applicable services, even if another service provider may be more qualified or can provide such services at a lesser cost. Galaxy Related Parties may also have ongoing relationships with issuers that are being considered for a potential client investment, which may give the Adviser incentive to make such investment. Additionally, the allocation of investment opportunities among clients and Galaxy Related Parties could also present a conflict of interest. Employees and executives may also have conflicts of interest in allocating their time and activity between the businesses.

It is possible that any of these conflicts could materially and adversely affect the Adviser’s ability to manage a client and thus a client’s or an investor’s return. The following discussion enumerates certain conflicts of interest that could arise by virtue of the activities of Galaxy Digital but is not, and is not intended to be, exhaustive:

M&A Activities. In connection with M&A transactions, situations may arise where an issuer, or a related party (collectively referred to as an “issuer”), in which the Adviser’s client has invested engages the Adviser’s broker-dealer affiliate, GDA, to provide advisory services. Further, GDA may provide advice with respect to competitors of issuers in which an Adviser’s client has invested and with respect to issuers that may be suitable for potential investment by an Adviser’s client. In addition, GDA may act as an adviser to clients of the Adviser and other persons (including investment funds that may compete with the Adviser’s clients) with respect to, among other things, investments in, dispositions of, governmental or regulatory actions relating to, or business combinations involving, issuers in which the Adviser’s clients may invest. GDA (in connection with their M&A activities, restructuring activities or private placement activities) also may “pass on” or introduce certain issuers and investment ideas to the Adviser for investment by clients in exchange for which GDA may seek or receive compensation from such issuers or otherwise. Such activities may result in restrictions on the Adviser’s and its clients’ trading and investment activities. In some of these circumstances, GDA will receive fees or other compensation in connection with its advisory services and the Adviser’s client or investors in the Adviser’s client will not receive any benefit from such fees or other compensation and activities. GDA may give advice to its clients and other persons or recommend courses of action that may differ from (or be contrary to) the advice given by the Adviser with respect to the Adviser’s client. GDA may give advice to persons competing with a client, or an issuer in which the Adviser’s client has invested, that is contrary or materially adverse to the interests of such client or such issuer or its investment. In summary, GDA, when acting on behalf of its corporate advisory clients or other persons, may recommend actions that are not in the best interests of, or are materially adverse to, the Adviser’s client or investors in a client. Restructuring Activities. In connection with restructuring transactions, situations may arise where an issuer in which the Adviser’s client has invested engages GDA to provide advisory services on corporate restructurings and recapitalizations. GDA also may represent creditors, equity holders or debtors in connection with debt restructurings or workouts and with bankruptcy proceedings under the U.S. Bankruptcy Code and similar domestic and foreign laws. GDA may serve as adviser to creditor or equity committees (including ad hoc and other committees) established prior to or pursuant to such proceedings, and may give advice to such persons or committees that may be contrary or materially adverse to the interests of the Adviser’s client. GDA will receive fees or other compensation in connection with such advisory services and a client generally will not receive any benefit from such fees or other compensation or activities. The involvement of GDA in restructuring transactions may limit or preclude the flexibility that the Adviser’s client may otherwise have to make, retain or dispose of such investments, securities or interests or cause the Adviser’s client to make investment decisions it otherwise would not make. GDA is under no obligation to decline any engagement, and the Adviser’s client may have to divest itself of an investment or take other action if and to the extent that such investment may prevent GDA from accepting a restructuring or other engagement. In certain circumstances, the Adviser may modify or restructure an investment in an issuer (including, for example, by transferring all or a portion of such an investment to an independent voting trust) in order to permit GDA to issue advice to such persons or entity. Any such restructuring will be at the sole discretion of the Adviser and the fees and expenses of such may be allocated to clients.

Initial Public Offering Advisory Services. GDA provides initial public offering advisory services (also called capital markets advisory services), which services consist of providing financial advice and assistance to clients in preparation for an initial public offering. Such services include assisting such clients with identifying appropriate underwriters for the IPO syndicate and negotiating the economic terms with such underwriters and/or pre-IPO investors, assisting in coordinating diligence sessions for underwriters, and assisting in crafting an appropriate aftermarket trading, investor relations and monetization strategy.

Underwriting and Private Placement Activities. In connection with providing IPO advisory services, GDA filed a CMA with FINRA to add underwriting of public debt and equity securities. If approved, GDA may receive compensation for such services in the form of an underwriting fee attributable to the amount of its commitment in an offering. In order to receive an underwriting fee, GDA may be invited to participate as an underwriter in connection with public debt or equity securities offerings (collectively, “public offerings”). GDA’s role as underwriter in public offerings is expected to be limited to committing capital and marketing efforts. GDA expects the lead underwriter to be responsible for selling securities that are the subject of an offering (including those securities for which affiliates have received an allocation) to its investor customers and clearing and settling those transactions.

GDA may also act as placement agent in connection with the offer and sale of securities of, or other interests in, issuers, including the Funds or portfolio companies of clients. GDA does not currently earn fees from placing securities of any Fund. However, it is expected that GDA may in some cases act as placement agent or underwriter or provide IPO advisory services for issuers in which the Adviser’s client has invested or is considering investing, or for competitors of issuers in which the Adviser’s clients have invested or are considering investing. Clients also may seek to acquire securities or other interests from an issuer in an offering for which GDA are acting as placement agent or underwriter or providing IPO advisory services, or may seek to acquire securities or other interests from an issuer for which GDA is seeking to or has previously acted as placement agent or underwriter or provided IPO advisory services. In certain cases, the opportunity to invest in securities or other interests of an issuer for which GDA is acting as placement agent or underwriter or providing IPO advisory services may not be offered to a client, or the Adviser may cause a client to decline such an opportunity, even if the securities or other interests being offered would be a suitable investment for the client. In private placement services, GDA generally will receive fees and other compensation from the issuer based upon the amount of securities or other interests purchased by investors, including clients. In providing IPO advisory services, GDA will be compensated for their services in the form of a cash payment from the issuer and/or an underwriting fee attributable to the amount of their commitment in a public offering. Clients will not receive the benefit of any such fees or other compensation.

In connection with providing private placement services and IPO advisory services or participating in an underwriting, GDA also may conduct due diligence or research regarding an issuer, competitors of an issuer, or an issuer’s industry, business and markets, among other things, and may assist in the preparation of offering, marketing and other materials for an issuer. Such information may not be expected to be made available to the Adviser or its clients. Although GDA may, in connection with such activities, assist an issuer in the offering process, purchasers of the issuer’s securities generally are not expected to have any recourse to GDA or the Adviser. In certain cases, GDA may be entitled to indemnification from the issuer.

Affiliated Trading Activities. The Adviser does not currently enter into soft dollar arrangements or engage in any securities trading with its affiliated broker-dealer, GDA, nor engage in Digital Asset trading with its affiliate GD Trading. However, GD Trading provides personnel to the Adviser to trade on behalf of the Index Fund with third parties from time to time. Further, it is expected that, in the future, transactions in Digital Assets will be executed by GD Trading on behalf the Adviser’s clients.

For each such trade, GD Trading would seek to execute the transaction at the best price reasonably available for the Digital Assets being traded (although GD Trading would not be required to select the trading venue or counterparty with the lowest available price if GD Trading believed a client could achieve better execution for the trade elsewhere, such as in terms of transaction certainty or the venue’s or counterparty’s ability reliably to effect the trade). GD Trading could potentially earn commission for each trade that it executes on behalf of a client, and such costs could reduce a client’s return. In addition, when representing another customer in a transaction with a client, GD Trading would have a conflicting division of loyalties and responsibilities between a client, on the one hand, and GD Trading and any such customer, on the other hand, which could result in a client obtaining a less favorable price for a transaction than it would have in an arm’s- length transaction with a third party. In addition, it is expected that the Adviser and GD Trading will have significant overlap in personnel, which may increase any such conflict, because, among other things, the personnel making decisions on behalf of a client for the Adviser could in certain circumstances also be making decisions for GD Trading and thus they could effectively be negotiating with themselves in a transaction with or between a client and GD Trading.

As discussed in response to Item 11.B, a transaction between the Adviser’s client and a client of GD Trading may be deemed an “Agency Cross Transaction” and a transaction between a client and GD Trading in any instrument that GD Trading is holding for its own account may be deemed a “Principal Transaction.” The Adviser will only consider engaging in a principal or a cross transaction with an affiliate of the Adviser if such transaction is in accordance with the Adviser’s policies and procedures to mitigate the conflicts described above, and permitted by applicable law, including, if required or appropriate, the making of appropriate disclosure to and receipt of consent from a client. GD Trading may also enter into positions in Digital Assets or engage in other activity in Digital Asset markets that may be adverse to a client. Among other issues, GD Trading’s activities in the Digital Asset markets could have a material impact on the prices received by a client upon liquidation of collateral. In addition, by way of example, GD Trading (or its customers) may take short positions in Digital Assets in which a client has a long position, which could reduce the value of the positions held by a client. Research Activities. GD Trading and other Galaxy Related Parties provides research and analysis relating to Digital Assets. The Adviser may use such research and analysis in making investment decisions on behalf of its clients. While the Adviser receives research from multiple sources, the Adviser does not currently pay for research from affiliates, but may do so in the future, including at below market rates, which may cause the Adviser to rely more heavily on such affiliated research. In addition, the Galaxy Related Parties may hold views, make statements or investment recommendations, or publish reports that may differ from the views of the Adviser. Further, such affiliates may recommend courses of action that may differ from, or be contrary to, the advice given by the Adviser to its clients. In summary, the Galaxy Related Parties, when providing research to other parties or investors, may recommend actions that are not in the best interests of the Adviser’s clients.

Loan Origination and Servicing Activities. GD Lending will engage in loan origination and loan servicing. In its capacity as a loan originator, GD Lending will connect borrowers and lenders and sell the loans on a best efforts basis. GD Lending will also syndicate loans when presented with an opportunity to lend where the entire loan would either be too large either in amount or risk profile for GD Lending to act as sole lender. In its capacity as a loan servicer, GD Lending would provide loan servicing and collateral agent services to syndicates of customers that purchase loans and/or bonds arranged by GD Lending on behalf of issuer clients. GD Lending may administer the loans directly or through a subservicer. It is expected that GDA will charge fees and enter into contractual arrangements with its customers that will contain indemnification provisions and provisions limiting potential liability of GD Lending.

It is expected that the Adviser will, from time to time, cause clients to invest in loans originated and/or serviced by GD Lending. Compensation received by GD Lending in connection with providing these services or otherwise in connection with such transactions will likely be material if such services are provided. Clients will not receive the benefit of any such compensation unless otherwise provided in the relevant client offering documents and/or investment management or other agreement.

Other Fees. The Adviser and its affiliates may receive certain other fees in connection with client investments, including upfront fees paid by a borrower that are directly related to the execution of any client investment in a loan and fees paid by a party in connection with the termination, cancellation or abandonment of any proposed investment and directors fees from a portfolio company. Such amounts will generally be applied to offset the Management Fee as provided in the relevant client offering documents and/or investment management or other agreements (“Offseting Fees”). Other fees, such as those described elsewhere in this Item 10.C (“Non-Offsetting Fees”), received by the Galaxy Related Parties will not reduce the Management Fee. The determination as to whether such compensation is designated as an Offsetting Fee or Non-Offsetting Fee will be made by the Adviser in its sole discretion, unless otherwise provided in the relevant client offering documents and/or investment management or other agreements. Such discretion poses a conflict of interest, as classifying any remuneration as a Non-Offsetting Fee will result in greater compensation to the Adviser. While the Adviser will act in good faith while making such determination, there can be no assurances that the Adviser’s exercise of such discretion will not have a material adverse effect on a client. Material Non-Public Information. Galaxy Related Parties will frequently come into possession of material non-public information or other confidential information as a result of their respective business activities, including its advisory activities, restructuring activities, private placement activities, and asset management activities. Disclosure of such information among the Galaxy Related Parties (including the Adviser) generally will only be on a need-to-know basis. Therefore, the Adviser may not have access to material non-public information or other confidential information in the possession of affiliates of Galaxy Digital that might be relevant to an investment decision to be made by the Adviser, and the Adviser’s client (subject to the next paragraph) may purchase, retain or sell an investment that, had such information been known to the Adviser, may not have been purchased, retained or sold. In addition, if the Adviser or any of its personnel come into, or are deemed to come into, possession of material non-public information, the Adviser may be restricted from consulting with, or otherwise benefiting from, personnel of other Galaxy Digital affiliates.

The disclosure or imputed disclosure of material non-public or other confidential information acquired by affiliates of Galaxy Digital to any personnel of the Adviser, whether in connection with a client’s activities or other activities of the Adviser or of affiliates of Galaxy Digital (or otherwise), could result in restrictions on transactions in investments or securities on behalf of the Adviser’s client, affect the prices of its investments or the ability of the Adviser to make, retain or dispose of such investments on behalf of a client, or otherwise create conflicts of interest for a client, any of which could adversely affect the Adviser’s ability to conduct a client’s business and thus the return to the client or its investors. In order to avoid potential conflicts of interest and protect the integrity of confidential information, the Adviser has adopted policies and procedures designed to ensure that its personnel properly safeguard any confidential information provided by clients, investors and other persons (including the aforementioned affiliates of Galaxy Digital).

There may be certain cases where the Adviser may be restricted from effecting purchases and/or sales of financial instruments or investments on behalf of clients. For example, if the Adviser invests in the debt securities of an issuer on behalf of a client, the Adviser may have access to material non-public or other confidential information and may be restricted. (Additionally, there may be other instances where the Adviser does not receive material non-public or other confidential information but may be contractually or otherwise restricted by the issuer or its agent, from investing in other investments of the same issuer or other parties.) At times, the Adviser, in an effort to avoid restrictions for a client may elect not to receive material non-public or other confidential information, which may be relevant to a client’s portfolio, that other market participants are eligible to receive or have received, or may seek to retain a party, at the client’s expense, that could review material non-public or other confidential information in seeking to ensure that the Adviser and its clients obtain certain benefits without becoming subject to restrictions resulting from the receipt of material non- public or other confidential information. Management of Multiple Clients and Investments in Affiliated Funds. It is expected that the Adviser and its affiliates will sponsor or manage multiple Funds and Managed Accounts, some of which have objectives that are similar to, or which overlap with, those of other clients. In general, a client that is sponsored or managed by the Adviser or its affiliates may invest in the same issuers in which other clients may invest. The Adviser may also sponsor Funds or advise clients that provide financing to portfolio companies in or through which certain clients invest. Further, a client’s investments may include investments in vehicles that are directly or indirectly affiliated with the Adviser, such as the Funds. Such activities raise potential conflicts of interest, including the determination of whether and to what extent investment opportunities should be allocated among clients. Please see Item 6 for a further discussion of the management of multiple clients and investments in affiliated Funds; and Items 6 and 11.D for a discussion of allocation of investment opportunities among clients. Side Letters and other Agreements with Certain Investors. Certain Fund investors may invest pursuant to agreements, including through Managed Accounts, that have the effect of altering or supplementing the material terms of a Fund. Such arrangements also may afford certain clients or investors different terms from the terms of a Fund with respect to liquidity, fees and expenses, subscription rights and the content and frequency of reports. Clients or investors that have been granted additional access to portfolio information or enhanced transparency may be able to make investment decisions, including, without limitation, making additional capital contributions, making withdrawals and entering into hedging transactions designed to offset exposure to investment positions taken by the client or Managed Account (which may be the same investment positions taken by a Fund), based on information not generally available to other investors, including Fund investors. In addition, certain Fund investors have and may in the future negotiate side letter arrangements that provide similar benefits to such persons. Any such investment decisions made by these clients or investors on the basis of such information, including any substantial withdrawals, could adversely affect the market value of a Fund’s portfolio and therefore the value of investors’ interests in the Fund. Neither the Fund nor the Adviser will be required to disclose any such agreements to other investors, unless otherwise required to do so pursuant to applicable law or regulation. Investors that are granted such rights, including the right to bear or pay a reduced Management Fee or the right to receive a share of the Management Fees earned by the Adviser, may include, without limitation, individuals affiliated with the Adviser.

Investments, Directorships or Similar Roles with Issuers. Officers, members, partners, affiliates and employees of the Adviser, Galaxy Digital and their respective affiliates may make personal investments in certain issuers or serve as directors or officers of certain issuers in which a client invests and, in those capacities, may be required to make decisions that they consider to be in the best interests of their investments or such companies. In certain circumstances, for example, in situations involving the bankruptcy or near- insolvency of a company, actions that may be in the best interest of the issuer or in connection with a personal investment may not be in the best interest of a client, or actions that may be ultimately found to be in the best interest of a client may not be in the best interest of the issuer or in connection with a personal investment. In these situations, there may be conflicts between an individual’s duties as an officer, affiliate or employee of the Adviser or Galaxy Digital, or their respective affiliates and such individual’s personal investments or duties as a director or officer of the issuer.

Restrictions Arising under the Securities or Other Laws or Agreements. The activities of affiliates of Galaxy Digital (including, without limitation, the holding of investment positions or having one of its personnel on the board of directors of a company or as its officer or otherwise) could result in securities law or other restrictions on transactions in investments held by the Adviser’s client, affect the prices of the Adviser’s client’s investments or the ability of the Adviser’s client to purchase, retain or dispose of such investments, or otherwise create conflicts of interest for the Adviser’s client, any of which could have a material adverse impact on the performance of the Adviser’s client and thus the return to the Adviser’s clients or investors. Related Party Transactions. As discussed in response to Item 11.B, the Adviser may, if it deems appropriate, select one or more persons who are not affiliated with the Adviser to serve on a committee, the purpose of which is to consider and, on behalf of investors in certain clients, approve or disapprove, to the extent and in the manner required by applicable law, principal transactions or certain other related party transactions, including approvals required under the Advisers Act (including Section 206(3)). Any approval of such committee of a decision, transaction or other matter will generally be binding upon a client and upon each of the client’s investors, as well as upon any intermediate investment vehicles, and master funds and each investor in any such vehicles. The Adviser will generally cause a client to reimburse members of the committee for their out-of-pocket expenses and to indemnify them to the maximum extent permitted by law.

Further, as discussed in response to Item 11.C, the Adviser, other Galaxy Related Parties (including GD Ventures), and the Adviser’s access persons (as defined in Item 11.A), hold, and are expected to continue to, buy, sell, or hold securities or other investments (including investments in Digital Assets and Digital Asset Companies) for their own accounts while, where applicable, recommending such investments to clients or making different investment decisions for a client. Such investments have been and may continue to be made without regard to the interest of a client. It is expected that, when such investments are made, the size and nature of these investments will vary over time. Certain investments made by the Adviser and its affiliates may be suitable or appropriate for a client but may not necessarily be shown, made available or allocated to such client. The Adviser may be more willing to cause a client to make such investments, and the terms on which such investments are made for a client may differ from those offered to, or made by, the Adviser.

Affiliates of the Adviser that are invested in clients (“Affiliated Investors”), as well as other partners and investors, may invest, directly and indirectly, in certain, but not all, of the Funds or other clients advised by the Adviser on terms that likely will be more advantageous to those offered to other investors or clients. It is expected that, if such investments are made, the size and nature of these investments will vary over time. Such Affiliated Investors and/or other partners and investors and other accounts may not be required to keep any minimum investment in any of the Funds or other clients managed by the Adviser or may not be subject to lock-up or notice periods. The investment of such affiliates and other accounts may constitute a significant portion of the interests of a Fund or other client, which may create a further conflict and may pose a risk to the Funds or other client in the event of a significant withdrawal or redemption.

Co-Investments. As discussed in response to Items 4.B, 6 and 11.D, the Adviser and its affiliates (including GD Ventures) may, from time to time, offer co-investments to one or more co-investors when the Adviser deems it appropriate and consistent with the interests of its clients. Such co-investments are likely to reduce the amount clients can invest in any given opportunity, and the Adviser may be unable to make as large of an investment on behalf of a client as otherwise might be desirable. In addition, the allocation of investments between co-investors and clients will be at the Adviser’s discretion, and if the co-investors receive more favorable economic terms for the same investment than clients, the Adviser may have a conflict of interest with respect to allocating investments between the co-investors and clients. The Adviser is not obligated to arrange co-investment opportunities or to offer any investor the opportunity to co-invest, and no such investors or beneficial owners will be obligated to participate in such an opportunity if offered. Any investment by co-investors alongside clients will be subject to approval by the Adviser in its sole discretion, on a case-by-case basis and by determining whether such co-investment is appropriate. If approved, the Adviser will allocate an investment among its clients, on the one hand, and the co-investors, on the other hand, in its sole discretion, taking into account the following, non-exhaustive list of factors: (i) the ability of a co-investor to commit to invest in a short period of time, in light of the timing constraints applicable to the co-investment; (ii) the ability of a co-investor to commit to a significant portion of such opportunity; (iii) whether a co-investor is a strategic investor; (iv) the size of a co-investor commitment to or investment in a client, (v) a co-investor’s tenure as an investor with the Adviser or its affiliates and (vi) tax and regulatory considerations relevant to a co-investor and the particular co-investment opportunity etc.). Valuation. The assets and liabilities of the Adviser’s clients will be valued in accordance with the Adviser’s valuation policy, which seeks to fairly and accurately value investments based on approved methodologies in accordance with n accordance with either International Financial Reporting Standard or United States Generally Accepted Accounting Principles, as applicable, except as otherwise described in any offering or other document. The Adviser’s clients and investors should be aware that there is a conflict of interest to the extent that the Adviser or an affiliated entity is performing valuations for the Adviser’s clients, including, among others, when the Adviser is expected to receive management fees and performance-based compensation based on such valuations.

Diverse Investors. The direct and indirect investors in clients are expected to include persons or entities organized in various jurisdictions, which may have conflicting investment, tax and other interests. As a result, conflicts of interest may arise in connection with decisions made by the Adviser that may be more beneficial for one type of investor over other types of investors, especially with respect to investors’ liquidity rights, individual tax situations (including with respect to the nature or structuring of investments) and other preferential terms. In making decisions, the Adviser intends to consider the investment objectives of each client as a whole, and not necessarily of the investment objectives of any investor individually.

Allocation of Time and Attention. The Adviser will cause its personnel to devote as much of its time and effort to the affairs of a client as it deems necessary and appropriate. Our Principal Owner, Mr. Novogratz, is not expected to be involved in the daily operations of the Adviser or a client. While Mr. Novogratz will conduct any discretionary Digital Asset investing activities through Galaxy Digital, he has other business and investing activities outside of Galaxy Digital. As a result of such activities and the other activities of Galaxy Digital mentioned above, Mr. Novogratz and the other employees and executives of Galaxy Digital, including employees of the Adviser, may have conflicts of interest in allocating their time and activity between the Adviser’s clients, on the one hand, and other Galaxy Related Parties, on the other hand. Furthermore, when acting on behalf of such Galaxy Related Parties other than the Adviser, neither Mr. Novogratz, nor any other such representative of Galaxy Digital will have any obligation or duty to act or make decisions in the best interests of a client. Instead, such persons will be entitled to take into account the interests solely of such Galaxy Related Parties. Such actions taken may have a material and adverse effect on a client.

Profile of Mr. Novogratz and Galaxy Digital. Mr. Novogratz has been a vocal and visible proponent of investing in Digital Asset Companies and Digital Assets. Galaxy Digital may be the first, largest and most prominent company of its kind, whose business revolves around controversial asset classes the legality and regulation of which are unclear in many parts of the world. Together, these considerations make it foreseeable that Galaxy Digital could attract material regulatory scrutiny driven in part by the visibility of Mr. Novogratz. Regulatory scrutiny may take the form of requests for information or responses, examinations, meetings or other types of interactions that do not proceed to any formal enforcement action, suit, fine or other formal negative sanction but that can nonetheless consume a material amount of management’s time, attention and efforts, lead to material spending on legal and other advisors and cause other negative consequences. Software and other Licensing Arrangements. It is anticipated that the Adviser’s investment teams will develop quantitative models and software for use by one or more investment teams for the benefit of one or more clients. Similarly, models and other systems (e.g., order management) developed by employees of the Adviser and other Galaxy Related Parties may be used by any of the Adviser’s investment teams, including investment teams that do not manage the same client’s assets. Additionally, investment teams that do not manage a specific client’s assets and/or third parties with license to utilize the Adviser or other Galaxy Related Parties’ proprietary models and software, may develop implementation methods for such models and software that provide a competitive advantage over one or more clients, thereby reducing and/or eliminating the effectiveness of such model or software with respect to one or more clients. From time to time, the Adviser may license intellectual property developed by the Adviser or other Galaxy Related Parties to third parties or use such intellectual property for proprietary trading or investing purposes. For example, as discussed in response to Items 5.E and 8.A, the Adviser has developed, together with Bloomberg, an Index to track the performance of the largest, most liquid portion of the cryptocurrency market as can be ascertained by certain public data sources as measured by Bloomberg. The Index Fund pursues its investment objective through investments in a portfolio of cryptocurrencies and blockchain based assets that are tracked by the Index. The Adviser is entitled to receive a certain portion of license fees collected by Bloomberg for use of the Index by persons other than the Adviser or the Index Funds. The ability of the Adviser to license (or participate in revenues from licensing) of intellectual property to third parties may limit the investment opportunities available to clients. Possible Future Activities. As the operations of the affiliates of Galaxy Digital are relatively new, it is expected that such affiliates will expand the range of services that they provide over time. The affiliates of Galaxy Digital will not be, and are not, restricted in the scope of their respective businesses or in the performance of any such services (whether now offered or undertaken in the future) even if such activities could give rise to conflicts of interest, and whether or not such conflicts are described herein, in a Fund’s relevant offering memoranda or any other documents. The affiliates of Galaxy Digital have, and will continue to develop, relationships with a significant number of companies, financial sponsors and their senior managers, including relationships with clients who may hold or may have held investments similar to those intended to be made by a client of the Adviser. These other clients may themselves represent appropriate investment opportunities for a client of the Adviser or may compete with a client of the Adviser for investment opportunities.

Selection of Service Providers including Affiliated Providers. Galaxy Related Parties currently hold, and in the future may continue to hold and acquire, equity or debt interests in companies with which a client will transact or retain as a compensated service provider, including Digital Asset exchanges, software providers, cyber- or other security service providers, custodial or other storage service providers, securities lending and other transactions and the provision of back office services (each, a “Service Provider”). For example, as noted above in “Affiliated Trading Activities,” GD Trading’s over-the-counter desk may be utilized by a client to liquidate collateral claimed by a client upon a default. A Service Provider or an affiliate of a Service Provider may be a client or investor, a source of investment opportunities or a co-investor or commercial counterparty or entity in which the Adviser, its clients and/or other Galaxy Related Parties have an investment or other business, financial, personal or other relationship. The Adviser may be more willing to engage in business transactions with related Service Providers that are beneficial to the Adviser and other Galaxy Related Parties, but necessarily beneficial to the Adviser’s clients. Compensation received by a Service Provider may be substantial, and as such will benefit the Adviser, clients and/or other Galaxy Related Parties via any relationship described above. Such fees will be on commercially reasonable and arms-length terms, as determined by Galaxy in its reasonable discretion; however, there can be no assurance that such fees will be less than or equal to the fees charged by all third party providers of such services. A Service Provider may also enter into an arrangement with the Adviser or other Galaxy Related Parties that provides for more favorable rates or terms than an arrangement with a client. Client portfolio transactions will be allocated to Service Providers on the basis of numerous factors and not necessarily lowest pricing. Clients will not receive the benefit of any such fees or other compensation unless otherwise provided in the relevant client offering documents and/or investment management or other agreement.

To avoid potential conflicts, including those described above, personal investment transactions by partners, members, officers and employees of the Adviser and its controlled affiliates are subject to the policies and procedures, which are reasonable designed to mitigate conflicts of interest and to detect and prevent misuse of material non-public or inside information. In addition to various trading restrictions, the Adviser’s personnel’s personal investment transactions are monitored and, in some cases, pre-cleared by the Adviser’s Legal and Compliance Department.

In addition, the Adviser determines whether and to what extent investment opportunities should be allocated among clients on a basis it believes to be fair and equitable over time and has adopted allocation policies designed to address potential conflicts of interest. The Adviser’s general policy is to allocate investment opportunities promptly and on a fair and equitable basis after consideration of the relevant circumstances. The Adviser follows a number of broad allocation models which are subject to change from time to time. Generally speaking, the allocation models follow formulas that are aimed at balancing client portfolios or complying with specific portfolio management instructions. Although the Adviser generally seeks to allocate investment opportunities on a pro rata basis based on the size of each client account, the selection of an allocation model may alter such an allocation based upon relevant circumstances including, without limitation: the investment objectives, strategies and restrictions; portfolio and risk management strategies; tax, legal, regulatory and other considerations; asset levels and cash flow considerations; portfolio liquidity; duration and/or time horizon profile; timing and size of capital contributions and redemptions; market conditions; whether certain accounts would receive nominal or de minimis allocation amounts; and other criteria believed to be relevant by the Adviser. Additionally, the Adviser may consider if a client is in its investment period or ramp-up phase or it has received a capital infusion or withdrawal request (including Funds with substantial investments by affiliates of the Adviser), preference may be given to that client so that it reaches its desired position quickly.

The foregoing list of conflicts of interest does not purport to be a complete enumeration or explanation of the conflicts involved in an investment with, or managed by, the Adviser. To the extent that prospective investors would benefit from an independent review, such benefit is not available through the Adviser or any of its affiliates. In addition, as the Adviser’s investment programs and clients develop and change over time, a client may be subject to additional and different conflicts.
D. Material Conflicts of Interest Relating to Other Advisers
As noted in Item 4, the Adviser is an affiliate of, and under common control with, affiliated entities that serve as Fund General Partners. Other than the Fund General Partners, we do not recommend or select investment advisers for our clients. Galaxy Related Parties has ownership interests in other investment advisers (“External Managers”) and the clients of External Managers, including External Managers that invest all or substantially all of client assets in Digital Assets. In addition, our Principal Owner, Michael Novogratz, has ownership interests in External Managers and clients of External Managers. As discussed in Item 6.C, Mr. Novogratz will conduct any discretionary Digital Asset investing activities through Galaxy Digital. However, because Mr. Novogratz does not control such External Managers, there is nothing to prevent them from engaging in Digital Asset investing activities in the future. The investment activities of Galaxy Related Parties and our Principal Owner may result in potential conflicts of interest as the Adviser may compete for investment opportunities with such External Managers. The Adviser believes it has adopted standards in its policies and procedures to address such potential conflicts of interest. please register to get more info

TRANSACTIONS AND PERSONAL TRADING
A. Code of Ethics

The Adviser has adopted a Global Code of Business Ethics and Conduct and a Personal Trading Accounts Policy (together, the “Code of Ethics”).

The Code of Ethics is applicable to all of the Adviser’s directors, partners, officers and employees (collectively referred to as “access persons”). The Code of Ethics, which is designed to comply with Rule 204A-1 of the Advisers Act, establishes guidelines for professional conduct, to ensure that Adviser’s high ethical standards are maintained and to preclude circumstances that may lead to, or give the appearance of, conflicts of interest, insider trading or unethical business conduct.

The Code of Ethics addresses, among other things, the following issues:


• Fiduciary Duties of Adviser’s Personnel;
• Conflicts of Interest;
• Treatment of Confidential Information;
• Compliance with Federal Securities Laws;
• Prohibitions on Insider Trading;
• Personal Trading Accounts Policy;
• Prohibition on the acceptance or provision of certain gifts and entertainment that exceed Adviser’s policy standards; and
• Political Contributions.

Clients may request a copy of the Code of Ethics by making a request to the Chief Compliance Officer at the address, email or telephone number listed on the cover page of this Brochure.
B. Securities that the Adviser or a Related Person Has a Material Financial Interest

The Adviser may participate or have an interest in client transactions in several ways: (1) the Adviser may recommend to a client that the client buy or sell securities and investment products in which the Adviser or a related person has some financial interest (such as, but not limited to, the Funds) and (2) as principal, the Adviser may buy securities and investments for itself from or sell securities and investments it owns to a client.

The Adviser may engage in transactions in which it is not “acting as a broker” for purposes of Section 206(3) of the Advisers Act because the Adviser receives no compensation or other transaction-based fee, either directly or indirectly, from a cross trade between two of its clients (an “Internal Cross Transaction”). For these Internal Cross Transactions, the Adviser may seek to use an independent pricing mechanism to value the investments involved in the Internal Cross Transaction. Internal Cross Transactions may involve situations in which, among others, one client (or affiliate of a client) makes or otherwise acquires an investment that is later sold to another client. In such situations, the client making the initial investment will bear the investment risk related to the investment if and until such time as an Internal Cross Transaction is effected with another client. The client making the initial investment may be paid interest or other compensation from the client purchasing the investment in such circumstances if believed to be necessary and appropriate by the Adviser. There also may be instances in which one client, due to administrative or other reasons, agrees to make an investment on behalf of another client. In such instances, the client making the initial investment may be paid interest or other compensation, as applicable or deemed appropriate, from the Client purchasing the investment in such circumstances.

The Adviser may also effect “Agency Cross Transactions” in which an affiliate acts as agent for either the buyer or seller in the transaction. For example, a transaction between the Adviser’s client and a client of GD Trading may be deemed an Agency Cross transaction. We will only trade with an affiliate on behalf of a client on an agency cross basis when the client has consented to our effecting such transactions or when no commission is charged on either side of the transaction. Any agency cross transaction will be effected in compliance with applicable law, as well as policies and procedures we have designed to prevent and disclose potential conflicts of interest. As discussed in response to Item 10.C, GD Trading may receive commissions from, and have potentially conflicting division of loyalties and responsibilities regarding, the Adviser’s client and the other parties to such transactions.

The Adviser and other Galaxy Related Parties may execute trades for its own account in securities or other investments that it also recommends to clients (“Principal Transactions”). For example, any transaction between a client and GD Trading in any instrument that GD Trading is holding for its own account may be deemed a Principal Transaction.

The Adviser will only consider engaging in a principal or a cross transaction with an affiliate of the Adviser if such transaction is in accordance with the Adviser’s policies and procedures and permitted by applicable law, including, if required or appropriate, the making of appropriate disclosure to and receipt of consent from a client.
C. Investing in Securities that the Adviser or a Related Person Recommends to Clients

The Adviser, other Galaxy Related Parties (including GD Ventures), and the Adviser’s access persons (including in personal trading accounts), hold, and are expected to continue to, buy, sell, or hold securities or other investments (including investments in Digital Assets and Digital Asset Companies) for their own accounts while, where applicable, recommending such investments to clients or making different investment decisions for a client. Such investments have been and may continue to be made without regard to the interest of a client. It is expected that, when such investments are made, the size and nature of these investments will vary over time. Certain investments made by the Adviser and its affiliates may be suitable or appropriate for a client but may not necessarily be shown, made available or allocated to such client. The Adviser may be more willing to cause a client to make such investments, and the terms on which such investments are made for a client may differ from those offered to, or made by, the Adviser. Further, the Adviser and its affiliates may buy and sell such investments at different times than clients, or when a client is doing the opposite. These activities may adversely affect the prices and availability of other securities or instruments held by or potentially considered for one or more clients. In addition, Affiliated Investors, as well as other partners and investors, may invest, directly and indirectly, in certain, but not all, of the Funds or other clients advised by the Adviser on terms that likely will be more advantageous to those offered to other investors or clients. It is expected that, if such investments are made, the size and nature of these investments will vary over time. Such Affiliated Investors and/or other partners and investors and other accounts may not be required to keep any minimum investment in any of the Funds or other clients managed by the Adviser or may not be subject to lock-up or notice periods. The investment of such affiliates and other accounts may constitute a significant portion of the interests of a Fund or other client, which may create a further conflict and may pose a risk to the Funds or other client in the event of a significant withdrawal or redemption.

The Adviser believes it has adopted standards in its policies and procedures to address the potential conflicts described above. In addition, the Code of Ethics places restrictions on personal investments by access persons, including that they disclose their personal holdings and transactions in securities and other instruments, including Digital Assets, on a periodic basis. In addition to various trading restrictions, the access persons’ personal investment transactions are monitored and, in some cases, pre-cleared by the Adviser’s Legal and Compliance Department.
D. Conflicts of Interest Created by Contemporaneous Trading

The Adviser provides investment advisory services on behalf of a number of clients and other pooled investment vehicles. It is expected that certain clients will have investment programs that are similar to, or overlap with, other clients and may, therefore, participate with each other in investments. As discussed in Item 10.C, the Adviser determines whether and to what extent investment opportunities should be allocated among clients on a basis it believes to be fair and equitable over time and has adopted allocation policies designed to address potential conflicts of interest.

In addition, as discussed in response to Items 4.B, 6 and 10.C, the Adviser and its affiliates may, from time to time, offer co-investments to one or more co-investors. Such co-investments are likely to reduce the amount clients can invest in any given opportunity, and the Adviser may be unable to make as large of an investment on behalf of a client as otherwise might be desirable. If approved, the Adviser will allocate an investment among the Funds and the co-investors in accordance with the procedures set forth in Adviser’s allocation policy.

As discussed in response to Item 10.C, Galaxy Digital is a diversified financial services company dedicated to the Digital Assets industry. Various potential or actual conflicts of interest arise from the overall activities of Galaxy Digital. Galaxy Digital engages in asset management and broker-dealer, investment banking and other corporate advisory services as well as in trading and principal investing activities. The Adviser’s clients may benefit from these activities and the relationships that arise incidental to such activities, which could generate investment and other opportunities and wider industry expertise. However, situations could arise in which the activities of Galaxy Digital conflict with the interests of the Adviser’s clients and investors. It is possible that any of these conflicts could materially and adversely affect the Adviser’s ability to manage a client and thus a client’s or an investor’s return. Item 10.C enumerates certain conflicts of interest that could arise by virtue of the activities of Galaxy Digital. please register to get more info

A. Factors Considered in Selecting or Recommending Broker-Dealers for Client Transactions
The Adviser intends to make portfolio investments on behalf of clients that will be privately placed, on digital exchanges or over the counter (“OTC”) without the use of a broker-dealer. In making investments on behalf of clients, including in the event the Adviser requires the services of a broker-dealer, the Adviser will seek to obtain best execution for such transactions.

Consistent with customary “best execution” principles, the Adviser is not required to select the trading venue or counterparty with the lowest available price if the Adviser believed the Fund or other client could achieve better execution for the transaction elsewhere, including, without limitation, through consideration of the following factors: speed, ability to handle various trades and orders, liquidity, reliability, transaction fees, pricing, customer services, security and geography.

As described in Item 10.C, the Adviser’s clients do not currently trade with the Adviser’s trading affiliate, GD Trading. However, GD Trading provides personnel to the Adviser to trade on behalf of the Index Fund with third parties from time to time. Further, it is expected that, in the future, transactions in Digital Assets will be executed by GD Trading on behalf the Adviser’s clients.

1. Research and Other Soft Dollar Benefits We do not currently intend to receive research and other “soft dollar” benefits from broker-dealers.

If the Adviser decides to utilize soft dollars in the future, the Adviser will implement and administer policies and procedures designed to ensure that such use of soft dollars falls within Section 28(e) of the Exchange Act, which provides a safe harbor that allows investment managers with discretionary authority over client accounts to pay more than the lowest possible commission in order to obtain “brokerage and research services” without breaching their fiduciary duties to clients.

Research services within the Section 28(e) safe harbor generally include, among other things, advice, analyses, reports, publications and writings that furnish advice as to the value of investments, the advisability of investing in, purchasing or selling investments, and the availability of investments, as well as analyses and reports concerning issuers, industries, securities, economic factors and trends, portfolio strategy and the performance of accounts which the Adviser determines constitute advice, analysis or reports. Research services also may include, among other things, market data such as stock quotes, last sale prices, trading volumes and financial and economic data, pre-trade and post-trade analytics, software and other products that depend on market information to generate market research (including research on optimal execution venues and trading strategies), raw data which an investment advier can use to prepare its own research analytics, conferences and seminars related to research discussions, meetings with corporate executives to obtain reports on, among other things, the performance of a company, publications targeted at a narrow audience, including, without limitation, publications which are directed to readers with specialized interests in particular products, industries or issuers, and software that provides analyses of investment portfolios. Research services and information may be in written, oral or electronic formats. Research services may be provided by third parties or may be proprietary to a broker or dealer. Brokerage services that meet a “temporal standard” are eligible under the Section 28(e) safe harbor. Under the “temporal standard,” brokerage begins when an investment manager communicates with a broker or dealer for the purpose of transmitting an order for execution and ends when funds or investments are delivered or credited to the advised client. Using this standard, the following items are, without limitation, examples of eligible brokerage services: clearance, settlement and custody services in connection with trades effected by the broker or dealer, post-trade services incidental to executing a transaction, comparison services that are required by SEC or self-regulatory organization rules, such as the use of electronic confirmation and affirmation of institutional trades, communications services related to execution, clearing and settlement of investment transactions, trading software to route orders to market centers, software that provides algorithmic trading strategies and software used to transmit orders to direct market access systems.

If an expense relates to “mixed-use” services or products that include functions that would generally qualify for soft dollar payment has functions that the Adviser intends to use that do not so qualify, the Adviser will implement and administer policies and procedures designed to ensure that the Adviser makes a good faith allocation of the cost or discount between qualifying and non-qualifying functions to determine the portion that may be paid or discounted with soft dollars credits.

2. Brokerage for Client Referrals Neither the Adviser nor any related person receives client referrals from any broker-dealer or third party. However, as discussed in response to Item 14.B, subject to best execution, the Adviser may, when selecting or recommending broker-dealers to clients, consider, among other things, capital introduction and marketing assistance with respect to investors in the Funds.

3. Directed Brokerage The Adviser does not recommend, request or require that a client direct the Adviser to execute transactions through a specified broker-dealer.
B. Order Aggregation

If the Adviser determines that the purchase or sale of Digital Assets is appropriate with regard to multiple clients, the Adviser may, but is not obligated to, purchase or sell Digital Assets on behalf of such clients with an aggregated order, for the purpose of reducing transaction costs, to the extent permitted by applicable law. When an aggregated order is filled through multiple trades at different prices on the same day, each participating client will receive the average price, with transaction costs generally allocated pro rata based on the size of each client’s participation in the order (or allocation in the event of a partial fill) as determined by the Adviser. In the event of a partial fill, allocations may be modified on a basis that the Adviser deems to be appropriate, including, for example, in order to avoid odd lots or de minimis allocations. When orders are not aggregated, trades generally will be processed in the order that they are placed with the Digital Asset counterparty selected by the Adviser. As a result, certain Digital Asset trades for one client (including a client in which the Adviser and its personnel may have a direct or indirect interest) may receive more or less favorable prices or terms than another client, and orders placed later may not be filled entirely or at all, based upon the prevailing market prices at the time of the order or trade. In addition, some opportunities for reduced transaction costs and economies of scale may not be achieved. please register to get more info

A. Frequency and Nature of Review of Client Accounts or Financial Plans

Each client portfolio is maintained, supervised and reviewed on a regular basis by the client’s respective portfolio manager and investment team and also benefits from the resources of the Adviser, including compliance, finance, operations, technology, legal and marketing resources.
B. Factors Prompting Review of Client Accounts Other than a Periodic Review
A review of a client account may be triggered by any unusual activity or special circumstances.
C. Content and Frequency of Account Reports to Clients
With respect to the Funds, the Adviser generally provides annual audited financial statements to investors within 120 days of the applicable Fund’s fiscal year end. In addition, clients generally will receive monthly or quarterly account summaries (as applicable).
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A. Economic Benefits for Providing Services to Clients
We do not receive economic benefits from non-clients for providing investment advice with respect to securities. As noted above in response to Item 4.A, we manage the assets of the Funds, respectively, and we receive compensation for those services.
B. Compensation to Non-Supervised Persons for Client Referrals
Neither we nor, any of our related persons, directly or indirectly compensates any person who is not a supervised person, including placement agents, for client referrals. As noted in response to Item 12.A, subject to best execution, the Adviser may, when selecting or recommending broker-dealers to clients, consider, among other things, capital introduction and marketing assistance with respect to investors in the Funds. To the extent that, in the future, the Adviser decides to compensate third parties, including brokers, dealers, placement agents and others, in connection with the solicitation of prospective clients and investors, such arrangements will seek to conform to Rule 206(4)-3 under the Advisers Act. please register to get more info

The Adviser is subject to Rule 206(4)-2 under the Advisers Act (the “Custody Rule”) with respect to certain Funds and other clients. Under the Custody Rule, if the Adviser is deemed to have custody of client “funds or securities,” it is generally required to maintain such assets with qualified custodians, such as certain broker-dealers, banks and trust companies. Details of the custody arrangements for Funds and other clients are contained in the applicable offering documents and related agreements.

As to Digital Assets, depending on the asset in question, custody and security services will be provided by third party wallet providers and other service providers, exchanges, trust companies and other custodial or security service providers or, if a third party is not available, by the Adviser or its affiliates. In determining the appropriate custody and security arrangements for a particular Digital Asset, the Adviser will consider the relative ability of such persons to securely safeguard such Digital Assets. Custodial service providers for Digital Assets may not be able or willing to hold all of the Digital Assets in which a client may invest, including Digital Assets received through a fork in a blockchain or an air drop. The Adviser conducts due diligence on all such third-party wallet, custody or security service providers, prior to utilizing their services, including due diligence on the various measures such service providers utilize to safeguard Digital Assets. See the “Risks Relating to Custody of Digital Assets” discussion in Item 8 for the particular risks related to custody of Digital Assets.

Generally, the Funds will be subject to an annual audit by an independent public accountant registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board (“PCAOB”) and audited financial statements of each Fund will be prepared in accordance with generally accepted accounting principles in the United States and distributed to investors within 120 days of the end of each Fund’s fiscal year. Investors should carefully review the audited financial statements of the Funds upon receipt, and should compare these statements to any account information provided by the Adviser. With respect to clients other than Funds, if the Adviser is subject to the Custody Rule in respect of such clients, such clients will receive account statements from qualified custodians (e.g., broker-dealers) with respect to the clients’ assets held by such custodians. Clients should review such statements carefully and clients are urged to compare such statements to any statements they receive from the Adviser. Certain assets of Funds and other clients may be exempt from the requirement to be held by a qualified custodian where the Adviser is deemed not to be acting as an investment adviser with respect to the management of such vehicle, the assets are not considered “funds or securities” for purposes of the Custody Rule or: (1) the assets are acquired from the issuer in a transaction or chain of transactions not involving any public offering; (2) the assets are uncertificated, and ownership thereof is recorded only on the books of the issuer in the name of the client; and (3) the assets are transferable only with prior consent of the issuer or holders of the outstanding securities of the issuer. please register to get more info

The Adviser receives discretionary authority from clients at the outset of an advisory relationship to select the identity and amount of investments to be bought or sold. Such authority is provided in the Adviser’s advisory contract with each client, which in the case of each Fund, will be contained in an investment management agreement or similar agreement between the Fund and the Adviser or an affiliate of the Adviser. Such discretion generally is exercised in a manner consistent with the stated investment objectives for the particular client account. When selecting investments and determining amounts, the Adviser seeks to observe the investment policies, limitations and restrictions of the clients for which it provides advice.
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A. Policies and Procedures If Adviser Has Authority to Vote Client Securities
The Adviser generally has proxy voting authority with respect to securities held by clients due to the fact that it has discretionary authority over the securities held in client accounts, including those held by the Funds. Accordingly, the Adviser has adopted proxy voting policies and procedures in accordance with Rule 206(4)-6 under the Advisers Act. The policies are believed to be consistent with Adviser’s fiduciary obligations in seeking to maximize long-term investment returns for clients.

The Adviser may engage a third party proxy voting service to vote proxies on behalf of clients and in such case, the Adviser may, when it is believed to be in the best interest of clients, adopt such third party’s proxy voting policies and guidelines; any cost of such third party proxy voting service may be borne by such clients, as applicable. If engaged, unless the relevant portfolio manager’s standing instructions are to vote with the relevant issuer’s management, directors, general partners, managing members or trustees, the Adviser will generally vote with the advice of third party proxy voting service whose recommendations are intended to be in the best economic interest of investors. If a third party proxy voting service is not engaged or the relevant portfolio manager’s standing instructions are to vote with the relevant issuer’s management, directors, general partners, managing members or trustees, the Adviser will generally vote with the recommendation of the relevant issuer’s management, directors, general partners, managing members or trustees.

Under certain circumstances, when it is believed to be in the best interest of clients, the Adviser may vote in a manner that is contrary to the above general proxy voting principles and guidelines or may abstain from voting, subject to the conflicts procedures described below.

Unless the Adviser has voted a proxy in accordance with the general proxy voting principles and guidelines above, the Chief Compliance Officer will review the proxy for any material conflicts of interest the proxy vote may present. This process includes a review of the relationship of the Adviser and its affiliates with the issuer of the relevant security to determine if the issuer is a client of the Adviser or one of its affiliates or if the Adviser (including its officers and/or directors) has some other relationship with the issuer. In the event the Chief Compliance Officer cannot be certain the vote was taken in the investor’s best interests, he or she shall direct that the specific ballot item(s) not be cast. A client may obtain a copy of the Adviser’s proxy policies and procedures, as well as the manner in which proxy votes have been cast on behalf of such client during the prior annual period with respect to portfolio securities held by such client, by making a request to the Chief Compliance Officer at the address, email or telephone number listed on the cover page of this Brochure.
B. Policies and Procedures If Adviser Does Not Have Authority to Vote Client Securities
Not Applicable. See response to Item 17.A. The Adviser has authority to vote client securities. please register to get more info

The Adviser is not required to include a balance sheet for its most recent fiscal year, is not aware of any financial condition reasonably likely to impair its ability to meet contractual commitments to clients, and has not been the subject of a bankruptcy petition at any time during the past ten years. please register to get more info