Viva Capital ManagementDigital Asset Dividend Account

Information MemorandumVersion: March 2021

Table of Contents

Executive Summary 3

Key Information / Overview 4

Viva Capital Management 5Investment Manager 5Viva Investment Strategies 5

Digital Asset Dividend Account 6Structure 6Investment Objective 6Managed Account 6How It Works 7

Growth 7Yield 7Typical Credit Flow 8

Direct to Institutional Borrower 8Direct To Platform 9

Historical Performance 11

Risks 12Credit Markets (Lending) 12Futures Basis Trade 13Hacking 13Technology 13Leverage 13Liquidity 14Short Selling 14Limited Diversification 14Derivatives Risk 14Counterparty Risk 15Market Risk 15Exchange Fluctuations 15Foreign Taxation 16Economic And Political Risks 16

Risk Mitigation 16Hedging 16Diversified Book 16

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Bilateral Trading 16Volatility 17No Key Man Risk 17Regulation 17

Opening A Digital Asset Dividend Account 18Who Can Open An Account? 18Applications 18Application Process and Cut-Off Times 18Withdrawals 19Investor Communication 19

Monthly Report 19Annual Statements 19

Fees 20Account Set Up Fee 20Management Fee 20Operational Costs 20

Returns & Distributions 20Valuation Process 20Taxation 20

Additional Information 21Privacy Policy 21Skin In The Game 21

How To Invest 21Banking Information 21

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Executive SummaryThe Digital Asset Dividend Account (DADA) is an investment account that holdsBitcoin and Ethereum and generates a dividend, reinvested monthly, to maximizeyour compound growth, provided by Viva’s managed account service.

It allows investors to get exposure to digital currency growth in safe institutionalcustody with assets held in your account.

The DADA creates yield from lending your portfolio of Bitcoin and Ethereum tomature credit providers and capturing returns from futures carry trading. All tradesare market neutral and executed with very large counterparties to ensure the lowestcounterparty risk possible.

The yield creation process has been thoroughly stress-tested, including a 50% pricedrop in 2020, where it still produced consistent returns.

The DADA reinvests dividends in the account which isn’t possible with water regularwallets which will maximise your compound growth.

It is ideal for investors who don’t want to time the markets, learn to trade, and do notwish to become technically proficient to manage hot and cold wallet security.

This account allows you to reinvest dividends as a proven strategy to create consistentlong term gains alongside the growth of digital assets.

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Key Information / OverviewApplications: Invitation OnlyMinimum Investment: $50,000 USD or equivalentAccepted Currencies: USD, AUD, SGD, EURInvestment Manager: Viva Capital Management Pte. Ltd.Custodian: Zerozap Pty LtdRedemptions: Quarterly with at least 30 days noticeFees: 1.00% Management feeAssets Traded: Bitcoin, Ethereum

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Viva Capital Management

Investment Manager

Viva Capital Management Pte. Ltd. (referred to throughout this document as ‘we’ and‘Viva’), is the investment advisor for the Digital Asset Dividend Account. Viva wasfounded in January 2020 and has a presence in Singapore, Australia and the USA.

Viva is a specialist alternative investment manager. We provide private wealthsolutions and structure unique investments to give investors access to liquidalternatives for diversification and returns in their portfolios.

Viva Investment Strategies

Viva uses a data-driven approach combined with our human relationships tostructure strategies to take advantage of sectors positioned for growth andinefficiencies in liquid trading markets.

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Digital Asset Dividend Account

Structure

The DADA is managed by Viva Capital Management Pte. Ltd., UEN 202030776Z, aSingapore incorporated company. The custodian is Zerocap Pty Ltd, ACN 164 874 597,an Australian incorporated company. Client monies are held in individual accountswith Zerocap.

Investment Objective

The DADA targets yield generation of 5% or more per year. Returns are variable andsubject to change based on interest rates and price fluctuations of Bitcoin andEthereum. The suggested hold time is 5-10 years to capture the momentum ofgrowth of the underlying digital assets and receive the full benefit of compoundingdividends.

The DADA aims first to protect underlying assets and then create additional returnsthrough futures carry and loan interest. The volatility of this product is very similar toBitcoin.

Managed Account

A Managed Account is a portfolio of digital currencies managed by an investmentprofessional that is entirely owned by you. You will allow Viva access to your account togain access to these strategies.

Yield is achieved by lending to mature credit markets combined with futures carrytrading. Both of these strategies are market neutral.

Market neutral doesn’t mean there are zero risks, but rather, the risk is shifted fromdirectional risk to non-directional risk. The DADA risk management frameworkensures risk is measured at all times.

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How It Works

Growth

Growth is achieved by holding all assets in a balance of 70% Bitcoin and 30%Ethereum.

Yield

The digital asset space has short/medium and long-term funding requirements byinstitutions.

The primary borrowing purpose is to hold core bitcoin/ethereum positions whilstdeploying additional capital for immediate opportunities. There are two primary usecases from institutional borrowers:

1. Operating Capital2. Speculating / Hedging (futures basis trading and associated strategies)

The advantages of borrowing against their underlying collateral include:

1. Maintaining exposure in core holdings.2. The ability to hedge downside risk without deploying additional capital.3. Tax efficiency through triggering liquidation events.

Loan rates are high as a function of the underlying asset’s volatility and the directapplication of these loans. Unlike a bank that takes a very large intermediary spreadbetween depositors and borrowers, the digital asset credit market connects borrowersand lenders with significantly lower spreads between the parties.

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Typical Credit Flow

The creditworthiness of the borrower determines Master-Borrow agreements, LTV andmargin-call levels. The account operates two credit flow models:

1) Direct to Institutional Borrower

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2) Direct To Platform

Futures Basis Trade (Carry Trade)The basis trade is a market-neutral strategy that is typically deployed acrosscommodity markets.

For example, if the current price of cotton is $50.00 per unit, and the 1-month future is$60.00, I can buy the underlying cotton now whilst selling the futures contract. In onemonth, I would deliver the cotton, and earn a net $10.00 spread (minus any storagecosts I’ve incurred).

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Market, or delta-neutral, strategies generate interest independent of pricemovements. Whether bitcoin rises or falls does not affect the interest earned.

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Historical PerformancePast performance doesn’t guarantee future results. These results are based on achievea 5% dividend each year.

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RisksYour investment has risk. Digital Currencies are volatile instruments and can fluctuaterapidly. There are no guarantees you will receive the targeted yield returns.

The DADA investments’ liquidity is not guaranteed or that you will be able to redeemyour investment from the Placement within the timeframes specified in thisinformation memorandum.

Therefore, each investor should carefully consider the risks of investing and, wherenecessary, seek professional advice as to the suitability of investing in the Placement.We work to mitigate risks as much as possible. However, there are risks you should beaware of.

Credit Markets (Lending)

The majority of loans are over collateralised through an asset-based lending model,and liquidity in the crypto space is 24/7, reducing weekend and overnight risk.Most counterparties have some form of regulation, and are based in, or face UScounterparties. The balance sheet rules for accredited/institutional counterparties areconservative. Legal agreements between counterparties are industry-standardInternational Swaps and Derivatives Agreement (ISDA) Master Agreements usedextensively in the traditional Over The Counter (OTC) credit industry.

There are, however, some manageable risks involved:1. Counterparty risk exists when lending to any firm, both collateralised and

uncollateralised.2. Volatility is higher than other asset classes, leading to an increased chance of

margin calls.3. When using institutional lending platforms, we don’t have oversight of each

borrowing counterparty.

This risk is mitigated by diversifying our book across a range of crediblecounterparties, deeply understanding their balance sheet, licensing status, andunderstanding how they deploy borrowed assets.

The 50% decline in Bitcoin March 2020 showed very few loan liquidations, with noeffect on lenders, which was a great testament to these credit markets’ robust nature.

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Futures Basis Trade

The strategy is delta-neutral, but does hold some manageable risks:1. Counterparty risk: there is a range of futures venues in the space, from

crypto-focused unregulated ventures all the way to the CME (ChicagoMercantile Exchange) in Chicago.

2. Margin risk: the risk here is that a leveraged futures position moves very quicklyin one direction and requires a margin call that needs to be funded quickly.Note that leverage use is not required, although it can help improve returnswhen managed well.

Risk is mitigated by diversifying trading across multiple venues and bilateralcounterparties, and deploying the least amount of trading capital required at liquidityvenues.

Hacking

Digital assets are vulnerable to hacking and no single layered security solution isunbeatable. For this reason your account is stored with multi layered securitytechnology built on the Fireblocks platform. The Multi Party Computation (MPC)technology used makes hacking highly expensive, nearly impossible and creates atruly secure environment for storing, transferring, and issuing digital assets.

MPC is a cryptographic technology that allows multiple parties to each hold secretinformation and then solve a problem that requires the input of all these secrets in adecentralized way, without ever sharing the secret information with one another.

Technology

The DADA uses the wealth management portal infrastructure of Zerocap. Access toyour account can be affected by server outages, power outages, or other digitalattacks to resources. Redundancies and backups are in place to ensure uptime isavailable for all investors to access their account.

Leverage

The use of leverage allows the yield to be generated while holding the underlyingassets. The DADA pledges its assets to borrow additional funds for investmentpurposes.

Leverage can magnify both the gains and losses and unitholders may experienceincreased volatility in the value of their investments. At the same time, this is unlikely

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given the market neutral and credit nature of our strategies, this important tounderstand.

Liquidity

Liquidity refers to the ease with which an asset can be bought or sold, without anegative impact on its value. The DADA will hold Bitcoin and Ethereum, which arehighly liquid. Transactions may incur slippage depending on the order size.

Under certain conditions, the liquidity of a particular market or security may berestricted, affecting performance. An asset subject to liquidity risk may be morechallenging to buy or sell, and it may take longer for the full value to be realised.

The DADA may be forced to sell investments in stressed scenarios including to meetclaims related to redemptions or to meet loan commitments on leveraged capital.Lack of liquidity or market depth can affect the DADA assets’ valuation as it looks torealise securities at quoted prices.

Short Selling

The DADA engages in short selling of futures contracts. Selling securities short createsthe risk of losing an amount greater than the initial investment. It can also involveborrowing and other costs which may reduce profits or create losses in particularpositions.

Limited Diversification

The DADA is concentrated in by holding Bitcoin and Ethereum. This small number ofinvestments will be subject to a greater level of volatility.

Derivatives Risk

The DADA uses derivatives, such as futures for yield generation, which are alsotypically hedged positions. These futures positions may be also be used:

● To manage particular risks;● To implement an investment strategy in a cost-efficient manner;● As a substitute for direct investment in securities; or● To reduce risk or gain exposure to other types of investments when

appropriate.

The risks of using derivatives might include:

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● The value of the derivative failing to move in line with the underlying asset,● Potential illiquidity of the derivative,● The possibility that the derivative position is difficult or costly to reverse,● The derivative not performing as expected, and● Counterparty risk.

Counterparty Risk

Counterparty risk is the risk of loss caused by another party defaulting on its financialobligations. This could be either because they become insolvent or cannot otherwisemeet their obligations to the DADA.

For example, the DADA’s derivative investments are subject to the derivativecounterparty’s risk defaulting on its financial obligations. In addition, the DADAinvestments may be borrowed, lent or otherwise used by the Prime Brokers for theirown purposes.

These assets become the property of the Prime Broker, and the DADA has a rightagainst the Prime Broker for the return of equivalent assets.

The DADA uses secure custody technology to mitigate counterparty risk, but a partydefaulting on its obligations could subject the DADA to substantial losses. This isbecause the DADA will still be required to fulfil its obligations on any transactions thatsubstantially offset other contracts.

Market Risk

Any investment made in a specific group of currencies is exposed to the universalrisks of the digital currency market. There can be no guarantee that losses equivalentto or greater than the overall market, will not be incurred due to investing in suchsecurities.

Exchange Fluctuations

The DADA trades digital currencies and positions are subject to regular exchange ratefluctuations. Initial deposits change in value relative to the currency you may bemeasuring performance in. This could lead to a favourable or unfavourable impact onyour capital.

In addition, prospective investors whose assets and liabilities are primarilydenominated in currencies other than the currency of investment should consider

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the potential risk of loss arising from fluctuations in the rate of exchange between thecurrency of the investment and such other currency.

Foreign Taxation

The DADA trades in digital asset exchanges located in many jurisdictions around theworld with different tax regimes. Some of these may subject to withholding tax tocomplete trades. This may impact the returns.

Economic And Political Risks

The international markets in which the DADA is invested in may differ favourably orunfavourably from other economies in such respect as the growth of the grossdomestic product, rate of inflation, currency depreciation, and capital reinvestment,resource self-sufficiency and balance of payments position.

Risk Mitigation

Hedging

A futures contract is used to hedge the underlying market’s direction to generatereturns from a carry trade. This allows the inefficient pricing to return to equilibriumby the expiration of the futures contract. The hedge’s position sizing is equal to theunderlying market exposure and is critical to the hedge’s effectiveness.

Diversified Book

Credit risk mitigated diversifying our lender book across a range of crediblecounterparties, deeply understanding their balance sheet, licensing status, andunderstanding how they deploy borrowed assets.

The 50% decline in Bitcoin March 2020 showed very few loan liquidations, with noeffect on lenders, which was a great testament to these credit markets’ robust nature.

Bilateral Trading

The DADA mitigates counterparty risk by diversifying trading across multiple venuesand bilateral counterparties, and deploying the least amount of trading capitalrequired at liquidity venues.

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Volatility

Overall, the DADA has very similar volatility to Bitcoin; however, the process ofreinvesting dividends reduces the volatility of the overall portfolio. When prices fall,dividends have a more considerable relative impact on reinvesting earnings.

No Key Man Risk

The DADA investment process is executed by a professional team and monitoreddaily. There is no impact from one person trading the portfolio, also known as ‘keyman’ risk. If one of our staff is sick, another staff member can check your risk andensure the portfolio operates as it should.

Regulation

The DADA is a non-regulated product. Digital currencies are an unregulated product.Your investment is made at your own risk.

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Opening A Digital Asset Dividend Account

Who Can Open An Account?

The DADA is available to accredited investors.

Applications

The minimum investment is USD 50,000 or equivalent. Applications can be made bycompleting the application form and providing the relevant documentation.

Additional accounts may be opened upon such terms and conditions permitted byViva. Without the consent of any other account holders, whose terms and conditionsmay differ from those applicable to other account holders on matters relating to,without limitation, notice periods, fee waivers, rebates or reductions and informationrights.

Application Process and Cut-Off Times

Applications can be made by completing the provided Subscription Agreement forinitial investments or the additional subscription form for subsequent investmentsand forwarding it to management.

Applications will generally be processed on each month’s first Business Day (the‘Subscription Day’). The application price will be the unit price as at the immediatelypreceding valuation day.

Funds must be transferred into the Zerocap custodian account. Funds will beautomatically issued to your Digital Asset Dividend Account.

AUD Deposits

TBA - DETAILS

USD Deposits

The completed Subscription Agreement may be emailed tosupport@Vivacapitalpartners.com for processing.

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Withdrawals

You can withdraw your funds at any time and funds will be sent to your nominatedbank account. The minimum withdrawal is USD 10,000.

Investor Communication

As a DADA investor, you will receive the following reports:

Monthly Report

A monthly report showing the unit price and performance of the DADA will generallybe sent to all investors.

Annual Statements

The annual statement can be used for financial tax returns and will be sent to allinvestors.

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Fees

Account Set Up Fee

There is a once off fee of $199.00 to open an account. This is used to coveradministration charges.

Management Fee

Viva charges a 1.00% management fee to manage the portfolio.

Operational Costs

There are costs involved with running the operation such as brokerage, interest ratesand bank transfer fees. These are all charged to your account as a cost of business.There is no markup on these fees.

Returns & Distributions

Valuation Process

The DADA works within a managed account structure, allowing you to log in at anytime to check your portfolio holdings and their returns. For simplicity, a DADA modelportfolio report will be sent each month for your reference.

Taxation

There are tax implications when investing, withdrawing, and receiving income fromthe DADA. Viva cannot give tax advice and recommends that you consult your taxadviser before investing.

Under normal circumstances, the DADA will not pay income tax because the nettaxable income is distributed to investors. Whether distributed or reinvested, incomeearned forms part of the assessable income for investors in the year of entitlement.

At the end of the DADA tax year, we will send the details of assessable gains to includeyour tax return.

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Additional Information

Privacy Policy

Viva collects your private information as it relates to the products you subscribe to. Forfull details on our privacy policy, please visit vivacapital.io

Skin In The Game

Viva has our funds invested alongside yours. We only advise products we’re willing toinvest our capital into.

How To Invest1. Schedule a phone call to discuss suitability2. Provide documentation to complete account3. Deposit funds

Banking Information

AUDBeneficiary: Zerocap Pty LtdBSB Number: 802-985Account Number: 516213838Beneficiary address: Level 8, 287 Collins Street Melbourne, Australia VIC 3000Description: (Please Use Your Name)

USDBeneficiary: Zerocap Pty LtdRouting/ABA: 026013576Account Number: 1503981471Swift: SIGNUS33XXXBank Address: 565 Fifth Avenue New York NY 10017Beneficiary address: Level 8, 287 Collins Street Melbourne, Australia VIC 3000

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