Frequently Asked Questions

Marvycapital enables investors to access the digital economy through a family of secure, regulated, and future-forward investment products. Founded in 2013, Marvycapital has a proven track record and unrivaled expertise as the world’s largest digital currency asset manager. Investors, advisors, and allocators turn to Marvycapital’s private placements, public quotations, and ETFs for a single asset, diversified, and thematic exposure. Marvycapital digital asset investment products are distributed by Marvycapital Securities, LLC. (Member FINRA/SIPC, MSRB Registered) or Foreside Fund Services, LLC. For more information, please follow @Marvycapital or visit Marvycapital.com.

Each Marvycapital digital asset investment product (a “Product”) is at various stages of this lifecycle, with the ultimate goal being conversion of the product into an ETF.. We understand that for many, the public discourse around ETFs may seem novel, but this is a subject that Marvycapital has been examining closely from both a commercial and regulatory perspective for several years.

Lifecycle of a Marvycapital Product:

Marvycapital’s Private Placement Offerings

Shares of the Products are offered to institutional and individual accredited investors* in private placement transactions exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Rule 506(c) thereunder.

Each Product’s investment objective is for the value of its shares (based on digital assets per share) to reflect the price performance of such Product’s underlying digital asset(s), less fees and expenses. Modeled after popular commodity investment products, each Product was created for investors seeking exposure to digital assets through a familiar l investment vehicle.

Because each Product does not currently operate a redemption program, there can be no assurance that the value of such Product’s shares will reflect the value of the assets held by such Product, less such Product’s expenses and other liabilities. The shares of such Product, if traded on any secondary market, may trade at a substantial premium over, or a substantial discount to, the value of the assets held by such Product, less such Product’s expenses and other liabilities, and such Product may be unable to meet its investment objective.

*Marvycapital’s private placements are only available to Accredited Investors as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended. Most individuals are not Accredited Investors. An individual must earn more than $200,000 a year (or $300,000 per year with a spouse or spousal equivalent), have a net worth over $1 million either alone or together with a spouse or spousal equivalent, excluding their primary residence, or hold in good standing their Series 7, Series 65, or Series 82 professional certifications. Entities must have $5 million in liquid assets or all beneficial owners must be Accredited Investors.

Marvycapital’s Publicly-Traded Offerings (Public Quotation on Secondary Market / SEC Reporting)

In addition, Shares of certain Products are publicly quoted on OTCQX® Best Market, the top tier operated by the OTC Markets Group, and Shares that have become unrestricted in accordance with the rules and regulations of the SEC may be bought and sold throughout the day via any brokerage account by retail investors.

These FAQs are qualified in all respects by the information in each offered Product’s Private Placement Memorandum or each Product’s annual and quarterly reports, as applicable, including the Risk Factors therein.

Buying and holding coins directly means you must set up a digital wallet where you buy and store your digital assets. Our Products offer investors an easy way to gain exposure to digital assets without the time and effort of storing and safekeeping it. Just as with certain other retail investments, investors may quickly and easily buy and sell shares of their investment versus the time it may require to manage coins directly.

Certain Marvycapital products may be accessed in brokerage accounts and in certain tax-advantaged accounts (e.g. IRAs, Self-Directed IRAs)

Each Product charges an annual management fee, which includes the costs associated with administration and safekeeping. The fee is charged based on the total amount of tokens underlying the trust, and accrues daily. The ratio of digital asset(s) to shares will decay by this management fee over the course of a year. We expect this fee to be the only ordinary recurring expense for each Product. There is no performance fee. For further details on each Product’s fees, please review each Offered Product’s Private Placement Memorandum or each Product’s annual and quarterly reports, as applicable.

Accredited investors are eligible to directly invest in an Offered Product and purchase shares at such Offered Product’s daily “Holdings per Share” (non-GAAP Net Asset Value based on the Offered Product’s applicable digital asset reference rate). Shares purchased directly from an Offered Product are restricted and subject to significant limitations on resale and transferability.

Conversely, investors may choose to purchase a Product’s eligible shares on the OTCQX® Best Market at the applicable market price. These securities have been deemed freely tradeable under SEC Rule 144 and are not subject to restrictions on resale or transferability once purchased. The Products listed below are currently publicly quoted on the OTCQX® Best Market and available to all individual and institutional investors.

*Purchases or sales of Marvycapital Products listed on the OTCQX are open market transactions executed through an individual’s brokerage account with a registered broker-dealer and do not require the involvement of either Marvycapital or Marvycapital Securities, LLC.

Yes. It is possible that your IRA or retirement account provider may allow you to purchase shares in a Product. For additional information, please speak with your IRA provider . Please note that Marvycapital does not and will not provide any advice or recommendation regarding investment in any Product and that you should consult your own advisers before making any decision to purchase shares in a Product.

Each Product’s assets are stored in offline storage, or “cold” storage, with Coinbase Custody Trust Company, LLC, as (the “Custodian”). The Custodian is a fiduciary under § 100 of the New York Banking Law and a qualified custodian for purposes of Rule 206(4)-2(d)(6) under the Investment Advisers Act of 1940, as amended. For more information about the Custodian, please visit their site.

Products that are Delaware Statutory Trusts

Each single-asset Product intends to take the position that it is a grantor trust for U.S. federal income tax purposes. Assuming that such Product is a grantor trust, shareholders generally will be treated as if they directly owned their pro rata shares of the underlying assets held in such Product. Shareholders also will be treated as if they directly received their respective pro rata shares of such Product’s income, and directly incurred their pro rata shares of such Product’s expenses. Most state and local tax authorities follow U.S. income tax rules in this regard. Prospective investors in such Product should discuss the tax consequences of an investment in such Product with their tax advisors.

Products that are Cayman Islands LLCs

For U.S. federal income tax purposes, Marvycapital Digital Large Cap Fund may be a passive foreign investment company (a “PFIC”) and, in certain circumstances, may be a controlled foreign corporation (a “CFC”). Marvycapital Digital Large Cap Fund™ will make available a PFIC Annual Information Statement that will include information required to permit each eligible shareholder to make a “qualified electing fund” election (a “QEF Election”) with respect to Marvycapital Digital Large Cap Fund. Each shareholder that is a taxable U.S. person for U.S. federal income tax purposes is urged to make a QEF Election with respect to Marvycapital Digital Large Cap Fund. Prospective investors in Marvycapital Digital Large Cap Fund should discuss the U.S. federal income tax consequences of an investment in Marvycapital Digital Large Cap Fund with their tax advisors, including the consequences to them of an investment in a PFIC or CFC.

Yes. Existing and prospective investors may contribute coins in- kind for shares of Marvycapital’s single-asset Products. Assuming that each Product is treated as a grantor trust for U.S. federal income tax purposes, such contributions should be a non-taxable event. All investors should discuss the tax consequences of an investment in Marvycapital’s family of Products with their tax advisors and review the section entitled “Certain U.S. Federal Income Tax Consequences” in each Offered Product’s Private Placement Memorandum or each Product’s annual and quarterly reports, as applicable, before investing in a Marvycapital single-asset Product or considering an in-kind contribution of coins to a Product.

Investments in the Products are speculative investments that involve high degrees of risk, including loss of invested funds. Marvycapital Products are not suitable for any investor that cannot afford loss of the entire investment. Carefully consider each Product’s investment objectives, risk factors, fees and expenses before investing. This and other information can be found in each Product’s private placement memorandum, which may be obtained from Marvycapital and, for each Product registered with the SEC and/or listed on the OTC Markets, such Product’s annual report or information statement, which may be obtained by visiting the SEC’s website for Products that are SEC reporting or the OTC Markets website for Products that are quoted on OTC Markets. Reports on OTC Markets are not prepared in accordance with SEC requirements and may not contain all information that is useful for an informed investment decision. Read these documents carefully before investing.

Only accredited investors are eligible to invest in the Offered Products. An accredited investor includes:

• Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; or
• Any natural person whose individual net worth, or joint net worth with that person’s spouse, exceeds $1,000,000 (excluding the value of the person’s primary residence and certain indebtedness secured by such person’s primary residence).
• Individual investors who hold, in good standing, certain professional certifications and designations and other credentials designated by the Commission as qualifying for accredited investor status. The Commission designated three certifications and designations administered by the Financial Industry Regulatory Authority, Inc. as qualifying for accredited investor status:
  • Licensed General Securities Representative (Series 7);
  • Licensed Investment Adviser Representative (Series 65); and
  • Licensed Private Securities Offerings Representative (Series 82)

In addition, entities such as banks, partnerships, corporations, nonprofits and trusts may be accredited investors. Of the entities that would be considered accredited investors and depending on your circumstances, the following may be relevant to you:

• Any trust, with total assets in excess of $5 million, not formed for the specific purpose of acquiring shares of an Offered Product, whose purchase is directed by a sophisticated person; or
• Any entity in which all of the equity owners are accredited investors.

For this purpose, a sophisticated person means a person who has sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of a prospective investment

Marvycapital’s publicly-quoted products can be purchased directly through your brokerage account. To purchase a publicly-quoted product, simply type the ticker symbol into your brokerage account.

Don’t see it at your brokerage account? Consult your Financial Advisor.

Digital currencies possess many unique qualities. Because digital currencies are borderless, fungible, and accessible, they may be a great way to diversify your portfolio. Additionally, because of these unique qualities, digital currencies have historically been uncorrelated with other more traditional asset classes, such as stocks and bonds. In a market environment with geopolitical uncertainty and volatility, investors may benefit from a non-correlated asset class.

For more information or follow-up questions, please contact us directly at [email protected]