Crypto Asset Fund – Victory Capital

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The Victory Hashdex Nasdaq Crypto Index Fund LLC is a private fund; it is not a registered investment company under the Investment Company Act of 1940 and is therefore not subject to the same regulatory requirements as mutual funds or ETFs. Investments in shares of the Fund are speculative and involve a high degree of risk. Before making an investment decision, you should carefully review the risk factors and other information included in the private placement memorandum. Investors in the fund must be verified as accredited investors.

Investments in the Fund are speculative investments which involve high degrees of risk, including partial or total loss of invested funds. There can be no assurance that the Fund will achieve its investment objective or return any capital. Holdings in the Fund are not suitable for any investor who cannot afford to lose all of their investment and are not intended as a complete investment program. Interests in the Fund are not registered under the Securities Act of 1933 (the Securities Act), the Securities Exchange Act of 1934, the Investment Company Act of 1940 or any state or foreign securities law, and are offered for private placement pursuant to the exemption from registration provided by Rule 506 of Regulation D and/or Regulation S of the Securities Act and other similar exemptions under the laws of the states and jurisdictions where the offer will be made. Accordingly, holdings in the Fund are restricted and subject to significant restrictions on resale and transfer. Prospective investors should have a limited need for cash in their investment and should carefully consider the long-term nature of an investment in the Fund before making an investment decision. Interests in the Fund are not insured by the FDIC or any other government agency.

Basic exchanges are used to filter eligible assets based on the availability of exchanges on approved sources. Principal custodians help ensure that high quality asset custody is supported for index constituents. Using these together to determine eligible crypto assets helps ensure that any product tracking the Nasdaq Crypto Index (NCI) is supported by an investment-grade infrastructure.

This communication does not constitute an offer of securities. An offer will be made, if made at all, by means of a private placement memorandum provided to suitably qualified recipients on a confidential basis. This private placement memorandum may contain terms in addition to or different from those described above.

Any offer or solicitation will be made only to certain qualified investors who are qualified investors as defined by Regulation D of the Securities Act, and any investment by US Persons will only be permitted to prospective investors who demonstrate such status. Investors in the Fund must have the financial capacity, sophistication, experience and willingness to assume the risks of such an investment.

Interest in the Fund is intended to reflect the price of digital assets held directly or indirectly by the Fund (on a digital asset per share basis), less fees, expenses and other liabilities. The fees and expenses of the Fund, which may be significant, will be paid out of the assets of the Fund, which will reduce the assets of the Fund and the corresponding value of the respective investment. As a passively managed fund, the Fund will not be managed to avoid losses resulting from the decline in value of its portfolio.

The trading prices of digital assets have experienced extreme volatility throughout their history (including in recent periods) and may continue to do so. The trading prices of digital assets held directly or indirectly by the Fund could suffer sharp declines in value and holdings in the Fund could lose all or substantially all of their value. Due to the limited history of cryptocurrencies and the rapidly changing nature of the cryptocurrency market, it is not possible to know all the risks involved in investing in cryptocurrencies, and new risks can appear at any time. Cryptocurrencies have only gained commercial acceptance in the last decade, and as a result there is little data on their long-term investment potential. Additionally, due to the rapidly changing nature of the cryptocurrency market, including the development of new cryptocurrencies and advancements in underlying technology, it is not possible to predict which cryptocurrencies will be included in the index or fund in the future. New cryptocurrencies or changes to existing cryptocurrencies may expose investors in the Fund to additional risks that could not be predicted. This uncertainty makes an investment in the Fund very risky. The above information is not a complete list of the risks and other important factors to consider in an investment in the Fund and is subject to the more complete information contained in the private placement memorandum.

Victory Capital Services, Inc., a subsidiary of Victory Capital Management Inc., the Fund’s investment advisor, acts as the Fund’s investment agent.

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