Risks

General Risks

Interest Rate Risk: The Fund's investments are subject to changes in interest rates. Specifically, when interest rates rise, the face value of existing U.S. Treasury Bills may fall, which could lead to a decrease in the Fund's overall value. Prospective investors should be aware that interest rates can be volatile and unpredictable.
Credit/Default Risk: While U.S. Treasury Bills are backed by the full faith and credit of the U.S. government and are typically viewed as carrying minimal risk of default, there is always a non- zero risk of default inherent in any investment. Investors should be aware that the U.S. government's ability to repay its obligations is subject to economic, political, and other factors.
Legislative Risk: Changes in legislation or regulation could negatively impact the value or liquidity of U.S. Treasury Bills. This could include changes in tax laws or other regulations affecting the value of fixed-income securities, which could negatively impact the Fund's performance.
Liquidity Risk: While U.S. Treasury Bills are generally considered highly liquid investments, there may be times when the market for these securities becomes less liquid. This could potentially affect the Fund's ability to sell these securities and may impact the value of your investment.
U.S. Government Securities Risk: U.S. government securities, such as Treasury bills are supported by the full faith and credit of the United States. Although U.S. government-sponsored enterprises such as the Government National Mortgage Association (“Ginnie Mae”), the Federal Home Loan Mortgage Corporation (“Freddie Mac”), and the Federal National Mortgage Association (“Fannie Mae”) may be chartered or sponsored by Congress, they are not funded by Congressional appropriations, and their securities are not issued by the U.S. Treasury nor supported by the full faith and credit of the U.S. government. There is no assurance that the U.S. government would provide financial support to its agencies and instrumentalities if not required to do so. In addition, certain governmental entities have been subject to regulatory scrutiny regarding their accounting policies and practices and other concerns that may result in legislation, changes in regulatory oversight and/or other consequences that could adversely affect the credit quality, availability, or investment character of securities issued by these entities. The value and liquidity of U.S. government securities may be affected adversely by changes in the ratings of those securities. Securities issued by the U.S. Treasury historically have been considered to present minimal credit risk. The downgrade in the long-term U.S. credit rating by at least one major rating agency has introduced greater uncertainty about the ability of the U.S. to repay its obligations. A further credit rating downgrade or a U.S. credit default could decrease the value and increase the volatility of a Fund's investments.
Operational Risk: The Fund is subject to operational risks associated with its activities. These include, but are not limited to, human error, processing and communication errors, errors of the Fund's service providers, counterparties or other third parties, failed or inadequate processes and technology or systems failures. The Fund seeks to reduce these operational risks through controls and procedures. However, these measures do not address every possible risk and may be inadequate for those risks that they are intended to address.
Asset Valuation: The value of the U.S. Treasury Bills will be based on broker quotes. Such values will be deemed accurate and will be used in determining the value of the Fund’s assets and liabilities. The Investment Manager may face a conflict of interest in making any valuation decisions or recommendations. As a general matter, the governing documents of the Fund provide that any securities or other financial instruments or investments that are illiquid, not traded on an exchange or in an established market or for which no value can be readily determined, are assigned such estimated fair value as the Investment Manager may determine in its judgment based on various factors. Such factors include, but are not limited to, dealer quotes or independent appraisals, and may include estimates. There may be circumstances in which actual or estimated net asset values of portfolio investments would be adjusted by the Investment Manager if the Investment Manager determines that a significant and unusual or other circumstance with a portfolio investment warrants a downward net asset value adjustment. The Investment Manager may not be able to effectively manage the Fund’s investment portfolio, diversification and other internal guidelines and risks if the Fund’s portfolio is inaccurately valued. Any such inaccuracy could affect the Limited Partners adversely and may lead to significant conflicts of interests.
Market Risk: The Fund's investments are subject to changes in general economic conditions, general market fluctuations and the risks inherent in investment in U.S. Treasury Bills. Investment markets can be volatile and prices of investments can change substantially due to various factors including, but not limited to, economic growth or recession, changes in interest rates, inflation, changes in the actual or perceived creditworthiness of issuers, and general market liquidity. The Fund is subject to the risk that geopolitical events will disrupt securities markets and adversely affect global economies and markets. Local, regional or global events such as war, military conflicts, acts of terrorism, natural disasters, the spread of infectious illness or other public health issues, or other events could have a significant impact on the Fund and its investments.

Instruments Traded

Liquidity/Overcall Risk: Limited Partners may redeem their Interests at any time, this means that the Fund may receive requests to redeem more funds than the Fund has access to at the specific time. The Investment Manager will do its best to liquidate the assets of the Fund necessary to satisfy all redemption requests. If the Fund has to liquidate any assets the Fund may need to sell the assets at a loss.
Debt Securities Risk: The values of debt securities may increase or decrease as a result of the following: market fluctuations, changes in interest rates, actual or perceived inability or unwillingness of issuers, guarantors or liquidity providers to make scheduled principal or interest payments or illiquidity in debt securities markets. To the extent that interest rates rise, certain underlying obligations may be paid off substantially slower than originally anticipated and the value of those securities may fall sharply. A rising interest rate environment may cause the value of the Fund's fixed income securities to decrease, an adverse impact on the liquidity of the Fund's fixed income securities, and increased volatility of the fixed income markets. During periods when interest rates are at low levels, the Fund's yield can be low, and the Fund may have a negative yield (i.e., it may lose money on an operating basis). To the extent that interest rates fall, certain underlying obligations may be paid off substantially faster than originally anticipated. If the principal on a debt obligation is prepaid before expected, the prepayments of principal may have to be reinvested in obligations paying interest at lower rates. During periods of falling interest rates, the income received by the Fund may decline. Changes in interest rates will likely have a greater effect on the values of debt securities of longer durations. Returns on investments in debt securities could trail the returns on other investment options, including investments in equity securities. The U.S. Federal Reserve has been engaged in an aggressive campaign to raise interest rates in an effort to combat historically high levels of inflation. Interest rate increases may continue. High levels of inflation and/or a significantly changing interest rate environment can lead to heightened levels of volatility and reduced liquidity.
Debt and Other Income Securities: The Fund may invest in fixed-income and adjustable rate securities or other financial instruments. Income securities are subject to interest rate, market and credit risk. Interest rate risk relates to changes in a security’s value as a result of changes in interest rates generally. Even though such instruments are investments that may promise a stable stream of income, the prices of such securities or other financial instruments are inversely affected by changes in interest rates and, therefore, are subject to the risk of market price fluctuations. In general, the values of fixed income securities increase when prevailing interest rates fall and decrease when interest rates rise. Because of the resetting of interest rates, adjustable rate securities are less likely than non-adjustable rate securities of comparable quality and maturity to increase or decrease significantly in value when market interest rates fall or rise, respectively. Market risk relates to the changes in the risk or perceived risk of an issuer, industry, country or region. Credit risk relates to the ability of the issuer to make payments of principal and interest. The values of income securities may be affected by changes in the credit rating or financial condition of the issuing entities. Income securities denominated in non-U.S. currencies are also subject to the risk of a decline in the value of the denominating currency relative to the U.S. dollar.

Strategy Risks

Lack of Diversification: Although the Fund will structure its portfolio so that investments (both individually and in the aggregate) have desirable risk/reward characteristics and so that the Fund may be able to satisfy Limited Partners’ requests for withdrawals, the Fund is not subject to any restrictions with respect to investments in any particular issuer, industry, geography or type of investment. The Fund may have a non-diversified portfolio and may have large amounts of Fund assets invested in a small number of investments. Such lack of diversification substantially increases market risks and the risk of loss associated with an investment in the Fund.
The Fund may change its investment focus at any time without notice and without the consent of Limited Partners. A specific investment focus is inherently riskier and could cause the Fund’s investments to be more susceptible to particular economic, political, regulatory, technological or industry conditions or occurrences compared with a fund, or a portfolio of funds, that is more diversified or has a broader industry focus.
Liquidation During Down Cycle: Because of the ability of Limited Partners to redeem their Interests at any time and the potential need for the Fund to liquidate certain assets to cover redemption requests, liquidation of the Fund may commence at a time when the markets in which the Fund invests generally, or the value of given portfolio investments, have entered a down cycle. Accordingly, the Fund may not be able to minimize losses or to realize gains to the same extent it might have been able to if the Fund were to wait indefinitely until the markets in which the Fund invests or the value of the given portfolio investments had rebounded from the down cycle. Even though the Investment Manager may take this factor into consideration when determining how quickly to liquidate a particular portfolio investment holding following commencement of the winding up process, there can be no assurance that the markets generally or the value of any given portfolio investment will improve prior to disposition.
Cyber Security Risks: The Fund’s business involves the storage and transmission of users' proprietary information, and security breaches could cause a risk of loss or misuse of this information, and to resulting claims, fines, and litigation. The Fund (as well as the General Partner and the Investment Manager) and its investments may be subjected to a variety of cyber-attacks, which may continue to occur from time to time. Cyber-attacks may target the Fund, its suppliers, custodians, banks, credit card processors, delivery services, e-commerce in general or the communication infrastructure on which they depend. An attack or a breach of security could result in a loss of private data, unauthorized trades, an interruption of trading for an extended period of time, violation of applicable privacy and other laws, significant legal and financial exposure, damage to reputation, and a loss of confidence in security measures, any of which could have a material adverse effect on the Fund’s financial results and business. Any such attack or breach could adversely affect the ability of the Fund to operate, which could adversely affect the value of the Fund.
USDC Risk: Investments in the Fund will typically be made with USDC. There is no guarantee of USDC retaining price stability. The Fund intends to value each USDC at $1.00, however, other platforms may value USDC differently and such difference is outside of the Fund’s control. Legislative and regulatory changes or actions at the U.S. state, U.S. federal, or international level may adversely affect the tokenization of U.S. Dollars into USDC, and the use, transfer, redemption and/or value of USDC. USDC may also be censored at any time by third-parties including the U.S. government, if the platform used by the Fund or the Limited Partner is no longer able to custody or exchange USDC due to censorship the Fund may lose access to its USDC or be unable to convert it to fiat for use in purchasing assets of the Fund, Limited Partners may also lose access to their USDC or be unable to receive USDC sent by the Fund in response to a redemption request.
Custody of Fund Assets: The Investment Manager maintains custody of the Fund’s digital currencies on or within the currency exchanges and cold-storage wallets utilized by the Fund. Several of the Fund’s exchanges may be unable to provide for “cold wallet” storage. Such exchanges and wallets have developed security systems to maintain confidential access to the private keys that have been generated and which control movement of the currencies. The Investment Manager may not be able to obtain control of the private keys generated by the exchanges utilized by the Fund, because each exchange may use different methodologies and security systems. However, the Investment Manager may utilize offline “cold wallet” storage when, in its sole discretion, such storage is possible and practicable. The Investment Manager seeks to employ a comprehensive due diligence process to select exchanges and wallets that it determines have developed sophisticated security systems and will continue to reevaluate the due diligence process and the security systems of the various exchanges and wallets. However, the systems and methodologies of the exchanges and wallets utilized by the Fund may be subject to exposure from hacking, malware and general security threats. The Investment Manager is not liable to the Fund or to Limited Partners for the failure or penetration of the security system.
Trading on the Digital Currency and Digital Assets Networks: The Fund may convert USDC contributions made by Limited Partners to fiat. The USDC network is online, end-user-to-end-user networks that host a public transaction ledger, known as the blockchain, and the source code that comprises the basis for the cryptographic and algorithmic protocols governing such networks. In many digital currency transactions, the recipient of the digital currency must provide its public key, which serves as an address for the digital wallet, to the party initiating the transfer. In the data packets distributed from digital currency software programs to confirm transaction activity, each digital currency user must “sign” transactions with a data code derived from entering the private key, which signature serves as validation that the transaction has been authorized by the owner of such digital currency. This process is vulnerable to hacking and malware and could lead to theft of the Fund’s digital wallets and the loss of the Fund’s digital currencies. Many digital currency exchanges have been closed due to fraud, failure or security breaches. In many of these instances, the customers of such digital currency exchanges were not compensated or made whole for the partial or complete losses of their account balances in such digital currency exchanges.

Management Risks

Reliance on the Investment Manager and no Authority by Limited Partners: All decisions regarding the management of the Fund’s investment portfolio will be made exclusively by the Investment Manager. Accordingly, no person should purchase Interests unless such person is willing to entrust all aspects of management of the Fund to the Investment Manager. Limited Partners will have no right or power to take part in the management of the Fund. As a result, the success of the Fund for the foreseeable future depends solely on the abilities of the Investment Manager.
Dependence on Key Personnel: The Investment Manager is dependent on the services of the Principals and its professional staff and there can be no assurance that it will be able to continue to retain the current portfolio management team, whose credentials are described under the heading “Management.” The departure or incapacity of one or more of those individuals could have a material adverse effect on the Investment Manager’s management of the investment operations of the Fund.
Related Parties: Archblock, Inc. is currently providing services to the Fund as the AML Service Provider. Archblock, Inc. has previously made investments in the General Partner and may own units or membership interests of the General Partner in the future. At this time Archblock, Inc. has no voting power in the General Partner and its interest are aligned with the Fund’s. It is possible that Archblock, Inc. does gain voting power in the General Partner and there may be conflict arising between the General Partner’s interest in its role managing the Fund and Archblock, Inc.’s interest as AML Service Provider to the Fund. The General Partner understands that this risk is minimal and that such risk is mitigated by the contract entered into between Archblock, Inc. as AML Service Provider and the Fund.
Discretionary Decision-Making May Result in Missed Opportunities: The Fund’s trading strategies do involve some discretionary aspects. Discretionary decision-making may result in failure to capitalize on certain price trends or unprofitable trades in a situation where a strictly systematic approach might not have done so.
Proprietary Nature of Investment Strategy: All documents and other information concerning the Fund’s portfolio of investments will be made available to the Fund’s auditors, accountants, attorneys and other agents in connection with the duties and services performed by them on behalf of the Fund. However, because the Investment Manager’s investment techniques are proprietary, neither the Fund nor any of its auditors, accountants, attorneys or other agents will disclose to any person, including investors in the Fund, any of the investment techniques employed by the Investment Manager in managing the Fund’s investments or the identity of specific investments held by the Fund at any particular time.
Limitations on Liability and Indemnification: Subject to certain limitations, the Fund may indemnify against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with a legal, administrative or investigative proceeding, any person who is or was a party or is threatened to be made a party to any threatened, pending or completed proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the person was acting in any capacity on behalf of the Fund and/or is or was acting for, another company or a partnership, joint venture, trust or other enterprise in which the Fund invests. This indemnification applies only to a person who did not act with gross negligence or was not involved in willful misconduct.
Limited Reporting: The Fund will only provide quarterly unaudited reports of Fund activity. As a result, Limited Partners will not be able to evaluate the Fund’s activity at shorter intervals. Additionally, as a result of side letter arrangements, questions, due diligence requests, meetings or other communications, certain Limited Partners may receive information that is not generally available or otherwise provided to other Limited Partners, which may affect such Limited Partners’ decision to redeem Interests or take other actions on the basis of such information.
Protocol Fees and Management Fees: The Fund will pay the Investment Manager a Management Fee that accrues “block-by-block” and which is paid on each interaction with the blockchain ledger on which the Tokens are recorded based on a percentage of all assets under management.
As a result of the Protocol Fees and Management Fees, the returns realized by the Limited Partners from the Fund’s activities may be substantially less than the returns the Limited Partners would realize from engaging in the same activities directly, if they were able to make such investments directly without investing in the Fund.
Suspension of Withdrawals and Deferment of Withdrawal Proceeds: In certain circumstances, the General Partner, in its sole and absolute discretion, may suspend the valuation of the Fund’s property, the right or obligation to honor withdrawal requests (including the right to receive withdrawal proceeds), and/or extend the period for payment on withdrawal. In addition, the General Partner may suspend the right of withdrawal or postpone the date of payment for any period during which there is an extraordinary circumstance as determined in good faith by the General Partner.
Absence of Regulatory Oversight: The Fund does not intend to register as an investment company under the U.S. Investment Company Act of 1940, as amended (in reliance upon Section (3)(c)(1) exemption available to privately offered investment companies), and, accordingly, the provisions of that Act (which, among other matters, require investment companies to have a majority of disinterested directors, require financial instruments held in custody to at all times be individually segregated from the financial instruments of any other person and marked to clearly identify such financial instruments as the property of such investment company and regulate the relationship between the adviser and the investment company) will not be applicable, nor will any equivalent or similar such securities laws in any other jurisdiction apply. The Investment Manager is not currently registered as an investment adviser under the Investment Advisers Act of 1940, as amended or with any State regulatory authorities.

Other Risks

No Operating History: The Fund is a recently formed entity and has no operating history upon which prospective investors can evaluate its likely performance. There can be no assurance that the Fund will achieve its investment objective. The past investment performance of the Investment Manager and/or the principals or entities with which it has been associated should not be construed as an indication of the future results of an investment in the Fund.
Start-Up Periods: The Fund may encounter start-up periods during which it will incur certain risks relating to the initial investment of newly contributed assets. Moreover, the start-up periods also represent a special risk in that the level of diversification of the Fund’s portfolio may be lower than in a fully invested portfolio.
Risk of Loss: A Limited Partner could incur substantial, or even total, losses on an investment in the Fund. The Fund Interests are only suitable for persons willing to accept this high level of risk.
Effect of Protocol Fees: The blockchain infrastructure provider will receive Protocol Fees from the Fund on each interaction with the blockchain ledger on which the Tokens are recorded based on a percentage of assets under management.
Lack of Liquidity: The Partnership Agreement places significant restrictions on the right of Limited Partners to transfer its Interests and pledge or otherwise encumber its Interests. The Partnership Agreement does not permit a Limited Partner to transfer all or any of its Interests to any person without the prior written consent of the General Partner or to pledge all or any part of its Interests to any person without the prior written consent of the General Partner, the granting of which is in either case within the sole and absolute discretion of the General Partner.
Suspension of Valuations and Deferment of Withdrawal Proceeds: In certain circumstances, the Investment Manager, in its sole and absolute discretion, may suspend the valuation of the Fund’s property, the right or obligation to honor to receive withdrawal proceeds, and/or extend the period for payment on withdrawal. In addition, the Investment Manager may postpone any date of payment previously communicated for any period during which there is an extraordinary circumstance as determined in good faith by the Investment Manager.
No Current Income: The Fund's investment policies should be considered speculative, as there can be no assurance that the Investment Manager's assessments of the short-term or long-term prospects of investments will generate a profit. In view of the fact that the Fund will likely not pay dividends, an investment in the Fund is not suitable for investors seeking current income for financial or tax planning purposes.
Restrictions on Transfer: The Interests are subject to certain restrictions on transfer, including a requirement that the General Partner consent to any such transfer. There is no present market for the Interests, and no market is likely to develop in the future. Accordingly, Limited Partners may not be able to liquidate their investment in the event of an emergency or for any other reason, and Interests may not be readily acceptable as collateral for loans. Interests should be purchased only by prospective Limited Partners who can bear the economic risk of their investment, who can afford to have their funds committed to an illiquid investment according to the redemption provisions in the Partnership Agreement and who, if necessary, can afford a complete loss of their investment.
Lack of Insurance: The assets of the Fund are not insured by any government or private insurer except to the extent portions may be deposited in bank accounts insured by the Federal Deposit Insurance Corporation or with brokers insured by the Securities Investor Protection Corporation and such deposits and securities or other financial instruments are subject to such insurance coverage. Therefore, in the event of the insolvency of a depository or custodian, the Fund may be unable to recover all of its funds or the value of its securities or other financial instruments so deposited.
Side Letters: The Fund or the Investment Manager may enter into agreements with certain Limited Partners that will result in different terms of an investment in the Fund than the terms applicable to other Limited Partners. As a result of such agreements, certain Limited Partners may receive additional benefits which other Limited Partners will not receive (e.g., additional information regarding the Fund’s investment portfolio, different redemption terms, lower Management Fee rates or Protocol Fees). The Fund and the Investment Manager will not be required to notify the other Limited Partners of any such agreement or any of the rights and/or terms or provisions thereof, nor will the Fund or the Investment Manager be required to offer such additional and/or different terms or rights to any other Limited Partner. The Fund or the Investment Manager may enter into any such agreement with any Limited Partner at any time in the sole discretion of the General Partner.
Risks for Certain Benefit Plan Investors Subject to ERISA. Prospective investors that are benefit plan investors subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and Department of Labor Regulations issued thereunder should read the section hereof entitled “Employee Benefit Plan Considerations” in its entirety for a discussion of certain risks related to an investment by benefit plan investors in the Fund.
Revised Regulatory Interpretations Could Make Certain Strategies Obsolete: In addition to proposed and actual accounting changes, there have recently been certain well-publicized incidents of regulators unexpectedly taking positions which prohibited trading strategies which had been implemented in a variety of formats for many years. In the current unsettled regulatory environment, it is impossible to predict if future regulatory developments might adversely affect the Fund.
Importance of General Economic Conditions: Overall market, industry or economic conditions, which the Investment Manager cannot predict or control, will have a material effect on performance.
BVI Data Protection Act: Under the British Virgin Islands Data Protection Act, 2021 ("DPA"), data controllers are subject to additional obligations including, amongst others, processing personal data in accordance with lawful purposes, bearing responsibility for data processors who process personal data on their behalf, and providing data subjects with more detailed information regarding the processing of their personal data. Other obligations imposed on data controllers include personal data retention limitations. Under the DPA, data subjects are afforded additional rights, including the right to access personal data, the right to have inaccurate personal information rectified, the right to have personal data held by a data controller erased in certain circumstances, and the right to restrict or object to processing in a number of circumstances. The implementation of the DPA may result in increased operational and compliance costs being borne directly or indirectly by the Fund. Further, there is a risk that the measures will not be implemented correctly by the Fund or its service providers. If there are breaches of these measures by the Fund or any of its service providers, the Fund or its respective service providers could face significant administrative fines, imprisonment, and/or be required to compensate any data subject who has suffered damage as a result as well as the Fund suffering reputational damage which may have a material adverse effect on its operations and financial conditions.

Tax Risks

General: Tax liabilities could be incurred by investors as a result of changes thereto. Therefore, investors should consult their own tax advisers to determine the tax consequences of an investment in the Fund, especially in light of their particular financial situations.
Withholding Tax: Unless the Fund engages in a trade or business within the United States, none of the income it earns (except as noted below) or gains it realizes will be subject to U.S. federal income tax. However, payments to the Fund from U.S. sources of any U.S.-source dividends, and of U.S.-source interest, including interest on cash held in trading accounts, that is not either paid with an obligation with an original maturity of 183 days or less or “portfolio interest” will be subject to a 30% U.S. federal withholding tax. That tax will reduce the total return to the Fund and its Limited Partners. The Fund expects that substantially all its income from U.S. sources will be portfolio interest or gains from the sale of stock and other financial instruments, or from the purchase or sale of options or futures contracts.
Unrelated Business Taxable Income: A tax-exempt U.S. Limited Partner will not be subject to U.S. federal income tax on dividends, if any, the Fund pays on its interests or gains such Limited Partner recognizes on the sale, exchange or withdrawal of its Interests, unless those dividends or gains constitute unrelated business taxable income (“UBTI”). Because the Fund is classified for federal tax purposes as an association (taxable as a corporation) rather than as a partnership, those dividends and gain should not constitute UBTI to a tax-exempt U.S. Limited Partner unless it incurs debt to acquire its Interests, thus making the Interests “debt-financed property.”
Taxation of Non-U.S. Limited Partners: A non-U.S. Limited Partner will be subject to U.S. federal income tax on such Limited Partner’s allocable share of the dividend distributions from the Fund (if any). However, a non-U.S. Limited Partner will not be subject to U.S. federal income tax on gains the Limited Partner recognizes on the sale, exchange or withdrawal of its Interests. Special rules may apply to a non-U.S. Limited Partner that (1) has an office or other fixed place of business in the United States to which such a dividend or gain is attributable, (2) is a former citizen or resident of the United States, a controlled foreign corporation, a foreign insurance company that holds Interests in connection with its U.S. business, a passive foreign investment company, or a corporation that accumulates earnings to avoid U.S. federal income tax or (3) in the case of an individual, is present in the United States for 183 days or more in the year of such sale, exchange or withdrawal and certain other requirements are met. These persons in particular are urged to consult their U.S. tax advisors before investing in the Fund.