As with most investment decisions there are risks involved. This section outlines some of these risks. Please read these risks carefully as it is important that you understand the types of risks associated with investment activity.
Your capital is at risk
The value of your investment may go down as well as up and, therefore, your capital is at risk. You may lose all your invested capital and you will need to ensure that you are able to afford this loss.
Absence of Financial Services Compensation Scheme (FSCS) cover
Your investment is not covered by the UK's FSCS arrangements, nor any other statutory or voluntary compensation scheme.
Asset & investment values may decline
Asset and investment values may go up or down and there are various reasons why the value of an asset or investment may decrease. Past performance of an asset or investment is not a reliable indicator of future valuations or income streams. Any future downturn in the market generally or changes to the fundamental condition or impairment of an asset or investment specifically such as relative value, performance, the acts or omissions of management, geo-political impacts, etc. could have an adverse effect on the value of any investment you make, meaning that you may receive lower returns than you expected or potentially no returns at all. You should make sure you have considered this risk from the outset.
Investments made in Eterna Capital Fund are either (i) assets that are generally sufficiently liquid, but which may under certain circumstances become less liquid and (ii) assets that are illiquid. Please note that this could impact the tradability of the product.
This means that once you have committed your money it could be difficult for you to exit your investment and get your money back at a time that suits you.
By making an investment in Eterna Capital Fund, you acknowledge that you are making a long-term investment. You will not have control over the day-to-day decisions made in relation to a particular investment or the timing of your exit.
We reserve the right in certain circumstances to sell the underlying investment in which you have made an investment and return net proceeds to all investors.
We will give you notice in the event that such circumstances arise. However, this may happen at a time which you do not consider ideal and you may receive back much less than you initially invested. Any taxable income may also crystallise sooner than expected.
You must ensure that you are aware of your tax obligations or any related risks that might apply to you as a result of any investment made by you in Eterna Capital Fund. We encourage you to consult with an appropriately qualified tax professional regarding your tax circumstances.
Adverse changes to exchange rates
The functional currency of your investment will be EUR. You should consider the risk of losses that may arise from currency fluctuations between this and your own functional currency throughout the duration of your investment.
Dependence on key individuals
The success of a business is often dependent upon a small number of key individuals. If these key individuals fail to build and maintain the business strategy, the performance of your investment may suffer. Similarly, key individuals may leave the business meaning that the ability of the remaining staff to build and/or maintain the business strategy may be prejudiced.
The success of a business is dependent upon executing its business plan, which may not happen for a variety of unforeseen reasons. Business plans are necessarily based on a series of assumptions, which may not materialise as thought. Such factors include unforeseen challenges in research and development, unforeseen delays in securing key partnerships as well as delays in securing sales.
Businesses are subject to competitive forces which may cause a business plan to become obsolete or less valuable than originally predicted. Such competitive forces may include new entrants, technological breakthroughs or changes to consumer appetite.
Very specific provisions are required where an investment is purported to be guaranteed. This includes clear details of the giver of the guarantee, what conditions are attached, such as duration, amount, etc. and under what circumstances the guarantor may not be able to honour the guarantee.
Risk Factors specific to Digital/Crypto Assets
Investment in Digital Assets
The investment characteristics of Digital Assets differ from those of traditional currencies, commodities or securities. Investing and/or trading Digital Assets involves many risks and may not be suitable for all investors. When trading Digital Assets, investors are generally not protected by any exchange rights and generally do not possess any shareholder or similar rights with respect to that issuing entity or organisation. Anyone looking to invest in Digital Assets whether directly or indirectly, through a fund, should consult a fully qualified independent professional financial adviser.
Loss, Theft or Malicious Attacks
Digital Assets are controllable only by the possessor of public and private keys, both of which are unique to the Digital Asset in question and relate to the local or online digital wallet in which the Digital Assets are held. To the extent private keys relating to Digital Assets are lost, destroyed or otherwise compromised, you will be unable to access the related Digital Assets. Any loss of a private key or other Digital Assets could adversely affect an investment in the Fund. Any loss of private keys relating to digital wallets used to store the Fund's Digital Assets could also adversely affect an investment in the Fund.
Third Party Wallets
Eterna Capital Fund may use third party wallet providers to hold Digital Assets. Eterna Capital Fund may have a high concentration of its Digital Assets in one location or with one third party wallet provider, which may be prone to losses arising out of hacking, loss of passwords, compromised access credentials, malware, or cyber-attacks. Eterna Capital Fund is not required to maintain a minimum number of wallet providers to hold Digital Assets.
Eterna Capital Fund may not do detailed information technology diligence on such third party wallet providers and, as a result, may not be aware of all security vulnerabilities and risks. Certain third party wallet providers may not indemnify against any losses of Digital Assets. Digital Assets held by third parties could be transferred into "cold storage" or "deep storage", in which case there could be a delay in retrieving such Digital Assets. Eterna Capital Fund may also incur costs related to third party storage. Any security breach, incurred cost or loss of Digital Assets associated with the use of a third party wallet provider may adversely affect your investment.
Theft and Malicious Attacks
Hackers or malicious actors may launch attacks to steal, compromise, or secure Digital Assets, such as by attacking the applicable Blockchain network source code, exchange servers, third party platforms, cold and hot storage locations or software, or Digital Assets transaction history, or by other means. As the size of Digital Assets increases, it may become a more appealing target of hackers, malware, cyber-attacks or other security threats. At this time, there is no governmental, regulatory, investigative, or prosecutorial authority or mechanism through which to bring an action or complaint regarding missing or stolen Digital Assets. Consequently, Eterna Capital Fund may be unable to replace missing Digital Assets or seek reimbursement for any theft, adversely affecting your investment.
Unlike bank accounts or accounts at some other financial institutions, Digital Assets are uninsured. Thus, in the event of loss or loss of utility value, there is no public or private insurer to offer recourse.
Volatility in Price
The price of Digital Assets and their derivatives is affected by many factors including global supply and demand, the expected future price, inflation expectations, interest rates, currency exchange rates, fiat currency withdrawal and deposit policies at Digital Asset exchanges, interruptions in service or failures of major Digital Asset exchanges, investment and trading activities of large investors, government monetary policies, regulatory measures that restrict the use, issue, transfer and holding of Digital Assets and global political, economic or financial events. Any change in the value of Digital Assets within the Fund's portfolio may materially impact your investment.
Speculators and investors who seek to profit from trading and holding Digital Assets will generate a significant portion of demand for Digital Assets. Speculation in relation to Digital Assets regarding future appreciation in the value of such assets may inflate and make more volatile the price of Digital Assets. As a result, such Digital Assets may be more likely to fluctuate in value due to changing investor confidence in future appreciation in the price of such Digital Assets rather than true capital appreciation. In the event the price of particular Digital Assets declines, the value of your investment would most likely also decline.
Currently, there is relatively modest use of Digital Assets in the retail and commercial marketplace compared to its use by speculators, thus contributing to price volatility that could adversely affect your investment. If future regulatory actions or policies limit the ability to own or exchange Digital Assets in the retail and commercial marketplace, or use them for payments, or own them generally, the price and demand for Digital Assets may decrease. Such decrease in demand may result in the termination and liquidation of the Fund at a time that may be disadvantageous to investors or may adversely affect the Net Asset Value.
Risks of Deregulation
At present, most Digital Assets, their exchanges, brokers and other counterparties are usually unregulated by domestic or foreign governments and/or have less stringent requirements. Therefore, such exchanges, brokers and counterparties may be more exposed to fraud, theft, financial failure and/or hacker attacks relative to regulated exchanges, which would materially affect your investment. In addition to being unregulated, most Digital Assets are decentralised. As such, the developers and programmers behind the Digital Assets could propose amendments that, if accepted by the network, would adversely affect the valuation of your investment in such Digital Assets. Eterna Capital Fund would have no ability to challenge such amendments. Similarly, many Digital Assets rely on developers and programmers to monitor the safety and efficacy of the protocols behind such Digital Assets. A failure to properly monitor and upgrade the protocol could damage the value of the Digital Assets, as applicable, and Eterna Capital Fund would have no recourse.
The regulatory regime of Digital Assets, Blockchain technologies, ICOs and Digital Asset exchanges is undeveloped, varies significantly among jurisdictions and is subject to significant uncertainty. Some enterprises that Eterna Capital Fund may invest in may operate in industries in which there are significant regulatory concerns. We believe that various legislative and executive bodies are currently considering, or may in the future consider, laws, regulations, guidance, or other actions, which may severely impact your/our ability to invest, or the ability to gain market share. Failure to comply with any laws, rules and regulations, some of which may not exist yet or are subject to interpretation and may be subject to change, could result in adverse consequences, including civil penalties and fines. It is possible that any authority may, in the near or distant future, adopt laws, regulations, policies or rules directly or indirectly affecting crypto currency or ICO networks, generally, or restricting the right to acquire, own, hold, sell, convert, trade, or use Digital Assets, or to exchange Digital Assets for either fiat currency or other Digital Assets.
Developments in regulation may alter the nature or restrict the use of Blockchain assets or the operation of a Blockchain network upon which the crypto investment relies in a manner that adversely affects you. Any additional regulatory obligations may cause Eterna Capital Fund to incur extraordinary, non-recurring expenses, and/or ongoing compliance expense, possibly affecting your investment in an adverse manner. If Eterna Capital Fund determines not to comply with such regulatory requirements, your investment may be liquidated at a time that is disadvantageous to you. To the extent Eterna Capital Fund limits or reduces the scope of certain activities, investors' rights or investment initiatives, in order to limit the applicability of government regulation and supervision, investment opportunities may be adversely affected.
When trading Digital Assets, "delivery versus payment" is not possible. Since several parties and their correspondent banks are involved in the trading and settlement process, (partial) outages or delayed instructions/transactions by parties or their correspondent banks during the settlement of transactions may lead to a partial or complete loss of the sum invested. Due to the lack of clearing houses, pay as paid business is not possible, which leads to the risk that even though the payment has been made, the delivery of the corresponding Digital Assets may be delayed, may be partial only or may not occur at all.
Digital Asset Exchanges
Lack of Regulation
The exchanges on which Digital Assets trade are relatively new and largely unregulated and may therefore be more exposed to theft, fraud and failure than established, regulated exchanges for other products. Exchanges generally require cash to be deposited in advance in order to purchase Digital Assets, and no assurance can be given that those deposit funds can be recovered. Additionally, upon the sale of Digital Assets, cash proceeds may not be received from the exchange for several business days. The participation in exchanges requires users to take on credit risk by transferring Digital Assets from a personal account to a third party's account. Eterna Capital Fund will take credit risk of an exchange every time it transacts.
Any financial, security or operational difficulties experienced by Digital Asset exchanges may result in an inability to recover money, Digital Assets being held by the exchange, or to pay investors upon redemption. Further, Eterna Capital Fund may be unable to recover Digital Assets awaiting transmission into or out, all of which could adversely affect your investment. Additionally, to the extent that a Digital Asset exchange represents a substantial portion of the volume in particular Digital Assets trading are involved in fraud or experience security failures or other operational issues, such exchanges' failures may result in loss or less favourable prices of a particular Digital Asset or may adversely affect your investment.
Digital Assets are traded on networks that have been subject to cybercrime, computer malware and hacking attempts. If a security breach occurred to a Digital Asset exchange, that breach could adversely affect your investment.
Digital Asset exchanges may even shut down or go offline voluntarily, without any recourse to users. Currently, no specific regulatory protections exist that would protect investors from financial losses if an exchange platform that exchanges or holds Digital Assets is hacked, fails or goes out of business. In many of these instances, the customers of such exchanges have not been compensated or made whole for the partial or complete loss of their account balances. Consequently, an exchange may be unable to replace missing Digital Assets or seek reimbursement for any theft of Digital Assets, adversely affecting investors and an investment in the Fund. At this time, there is no U.S. or foreign governmental, regulatory, investigative, or prosecutorial authority or mechanism through which to bring an action or complaint regarding missing or stolen Digital Assets from an exchange.
Digital Asset exchanges typically do not guarantee or warrant their websites or electronic platforms will be uninterrupted, without delay, error-free, omission-free, or free of viruses. Therefore, information and services provided by Digital Asset exchanges are typically provided "as is" without warranties of any kind, express or implied, including accuracy, timeliness and completeness.
Changing Security Needs
Safeguarding Digital Assets are of primary concern, but Eterna Capital Fund may be unable to foresee or address technological changes required to protect certain Digital Assets from theft, loss or destruction. Any theft, loss or destruction of Digital Assets could materially harm the Fund.
Certain Digital Asset exchanges may place limits on transactions and Eterna Capital Fund may be unable to find a willing buyer or seller of a Digital Asset. To the extent Eterna Capital Fund experiences difficulty in buying or selling Digital Assets, investors may experience delays in subscriptions or payment of redemption proceeds, or there may be delays in liquidation of Digital Assets — adversely affecting you.
Central Bank Guarantee
Digital Assets that operate as a medium of exchange are not issued or guaranteed by any central bank or a national, supra-national or quasi-national organisation, and there is no guarantee that such Digital Assets may operate as a legal medium of exchange in any jurisdiction. In fact, certain jurisdictions have completely prohibited the usage of certain Digital Assets in such jurisdiction.
Third Party Usage
Digital Assets are a new product and are not yet widely adopted as a means of payment for goods and services. Banks and other established financial institutions may refuse to process funds for Digital Asset transactions, process wire transfers to or from Digital Asset exchanges, Blockchain-related companies or service providers, or maintain accounts for persons or entities transacting in Digital Assets.
Risks in respect of Miners
Certain Digital Assets rely on "miners" to create the Digital Assets and to record transactions. If the miners are not appropriately incentivised to perform these actions, they may stop and the recording of transactions could slow or stop. Miners ceasing operations could adversely impact the price of the Digital Assets and also reduce the collective processing power on the Blockchain network, adversely affect the validation process for transactions, and, generally, make the network more vulnerable. Further, if a single miner or a mining pool gains a majority share in a given Blockchain network's computing power, the integrity of the Blockchain may be affected. A miner or mining pool could reverse transactions of such Digital Asset, make double-spend transactions, prevent confirmations or prevent other miners from mining valid blocks. Each of these scenarios could reduce confidence in the validation process or processing power of the network, and adversely affect an investment in the Fund.
Miners, functioning in their transaction confirmation capacity, usually collect fees for each transaction they confirm. Miners validate unconfirmed transactions by adding the previously unconfirmed transactions to new blocks in the Blockchain. Miners are not forced to confirm any specific transaction, but they are economically incentivised to confirm valid transactions as a means of collecting fees. Miners have historically mined for relatively low transaction confirmation fees, because miners have a very low marginal cost of validating unconfirmed transactions. If miners collude in an anticompetitive manner to reject low transaction fees, then Digital Asset owners and users could be forced to pay higher fees, thus reducing the attractiveness of the Digital Asset network. Mining occurs globally and it may be difficult for authorities to apply antitrust regulations across multiple jurisdictions. Any collusion among miners may adversely impact the attractiveness of the network and may adversely impact your investment.
Risk of Blockchain "Forks" and Obsolescence of Technology
Most Digital Assets, where applicable, software and protocol are open source. Any user can download the software, modify it and then propose that Digital Asset users and miners adopt the modification. When a modification is introduced and a substantial majority of users and miners consent to the modification, the change is implemented and the Digital Asset network remains uninterrupted. However, if less than a substantial majority of users and miners consent to the proposed modification, and the modification is not compatible with the software prior to its modification, the consequence would be what is known as a "fork" (i.e., "split") of the Digital Asset network (and the Blockchain), with one prong running the pre-modified software and the other running the modified software. The effect of such a fork would be the existence of two versions of the Digital Asset network running in parallel, but with each version's Digital Asset (the assets) lacking interchangeability. Additionally, a fork could be introduced by an unintentional, unanticipated software flaw in the multiple versions of otherwise compatible software users run. Although chain forks would likely be addressed by community-led efforts to merge the two chains (and in fact, several prior historical forks have been so merged), such a fork could adversely affect the Digital Asset's viability. A Digital Asset fork could adversely affect your investment.
Many Digital Assets and the technology underlying them are relatively new and development of such technology is proceeding on a continuous basis. As a result, Digital Assets bear the risk of obsolescence. This may arise where the underlying technology, such as the Blockchain, is significantly altered or a new superior technology is created, resulting in existing technology and Digital Assets becoming obsolete and ceasing to bear value. Such obsolescence could have a material adverse effect on your investment.
Risk of Intellectual Property Rights Claims
Third parties may assert intellectual property claims relating to the holding and transfer of Digital Assets and related source code. Any threatened action could adversely affect the value of your investment.
Risk of Illegality
Although Digital Assets are currently only lightly regulated in many jurisdictions, not all countries take the same approach. Other countries may take regulatory actions that restrict the right to acquire, own, hold, sell or use Digital Assets or to exchange Digital Assets for fiat currency or other assets. Such an action may result in the restriction of ownership of Shares or may adversely impact your investment by restricting the liquidity or reducing the value of its Digital Assets. Additionally, any increased regulatory burden may increase expenses and reduce profits allocated to investors.
There exists the possibility that while acquiring or disposing of Digital Assets, Eterna Capital Fund may unknowingly engage in transactions with bad actors who are under the scrutiny of government investigative agencies. As such, systems or a portion thereof may be taken off-line pursuant to legal process such as the service of a search and/or seizure warrant. Such action could result in the loss of Digital Assets previously under our or your control.
Moreover, the source code used to form the Bitcoin is attributed to "Satoshi Nakamoto" a pseudonym to a presently unidentified individual or group of individuals who may be acting alone or in concert with a government, government organisation or group with malevolent tendencies. As such, only the portions of the source code that have been made public have been analysed with regards to operation, ability to generate Bitcoin, and to conduct transactions in the previously described manner. There may exist an unseen portion of the original code wherein a pre-existing sub-routine and/or virus has been placed which will activate at a future time (determined by the original code writer(s)) causing disruptions to the blockchain and/or resulting in substantial losses, theft of Bitcoin, unauthorised transactions and the issuance of duplicate Bitcoin. Further, since the identity of the original code writer(s) is not known, one cannot discount the possibility of the same unknown individual(s) inserting and/or activating a sub-routine or artefact allowing said person(s) to manipulate a portion of the Bitcoin programming and/or block chain itself to the benefit of this individual(s) (i.e. by programming a portion of each Bitcoin to transfer to such individual's Bitcoin wallet).
Transactions in Digital Assets may be misused for criminal activities, including money laundering. Transactions in Digital Assets are public, but the owners and recipients of these transactions generally are not. Transactions are largely untraceable and provide Digital Asset consumers with a high degree of anonymity. It is therefore possible that the Digital Asset network will be used for transactions associated with criminal activities, including money laundering. This misuse could affect investors, as law enforcement agencies may decide to close exchange platforms and prevent investors from accessing or using any funds that the platforms may be holding for them. Transacting with a counterparty making illicit use of a crypto currency could have a material adverse effect on the value of your investment.