Laser Digital Middle East (“LDME” or the “Investment Manager”) VA Management and Investment Services Disclosure June 2025
Version 2 – Last updated in June 2025. Previous version available on demand to existing clients.
Definitions
Unless otherwise defined in the table below, capitalized terms shall have the meaning assigned to them in the offering documentation applicable to each Fund. Digital copy of such offering documentation shall be provided free of charge upon reasonable demand under non-disclosure agreement.
AIFMD: Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers, any implementing legislation or regulations thereunder
AIFM Rules: the provisions of the Commission Delegated Regulation (EU) No 231/2013 as it may be altered, amended, added to or cancelled from time to time
Asset Management (Services): The provision of collective and/or individual portfolio management services, falling under the scope of the relevant license (i.e. managing assets, managing a collective investment scheme and/or VA Management and Investment Services), as applicable.
Business Day: It means any day except any Saturday, any Sunday, or any day which is a legal holiday or any day on which banking institutions are closed in the country where the relevant entity of LDG operates.
Company: Laser Digital Funds SPC
Digital Assets or Virtual Assets: It means a digital representation of value or rights which may be transferred and stored electronically, using distributed ledger technology or similar technology.
Director:A director of Laser Digital Funds SPC
Fund:One or more collective investment scheme under management by LDME
LDG: All the subsidiaries directly or indirectly subject to the control of LDGH.
LDH: Laser Digital Holding AG
LDGH: Laser Digital Group Holdings AG.
LDME:Laser Digital Middle East.
Shares: Investor shares in a Fund
General Disclosures: At the date of this document, LDME is the sole entity forming part of LDG managing Funds open to third party investors and in scope of this disclosure.
At the date of this document, Laser is not involved in the provision of receipt and transmission of orders of clients.
LDME Clients and Investors: When performing Asset Management Services, Laser’s clients of record shall be deemed the Fund in respect of which Laser is appointed as investment manager according to an investment management agreement (IMA) and/or, as applicable, the individual with whom Laser has entered into a discretionary portfolio management agreement or equivalent (DPMA).
As at the date of this document, Laser has been appointed as investment manager in respect of the several Funds forming part of the Company.
Laser has not been appointed as portfolio manager vis-à-vis individual investors through managed account or similar structures.
For the purpose of this document, the term “Client” shall refer to:
– A Fund when acting as investment manager in respect of the Fund;
– The relevant individual/entity when providing individual or discretionary portfolio management services.
Subscribers in the Fund shall not be treated as clients and shall be hereinafter referred to as “Investors”.
Conflict of Interests – general approach:
There are actual and potential conflicts of interest involved in the structure and operation of a Fund, which may materially and adversely affect one or more investors. Furthermore, in providing its services to one or more Funds, there may be conflict
As the business of the LDME and the Funds and the Investment Manager may evolve over time, each of them may be exposed to new conflicts of interest in the future. Accordingly, this section does not purport to be a complete list of all potential conflicts of interest that may affect an investment in a Fund.
Moreover, LDME has in place a conflict of interest policy detailing, amongst others, how it intends to handle potential or actual conflict of interests. Further information on the conflict of interest management approach adopted by LDME are available upon written demand.
At the date of this disclosure, LDME acts and intends to act as investment manager in respect of one or more funds having as founder shareholder entities within LDG which may also invest into such funds as investors – specific rights and conditions may be applied to such investments. Furthermore, individuals covering management roles in LDME and/or LDG may also hold executive roles within the aforementioned funds and/or be involved in its operations and distribution.
Funds managed/to be managed by LDME may appoint as service providers one or more entity forming part LDG (including Nomura Group) and avail of such services performed by these counterparties (including for the purposes of trade execution) – the terms of such arrangements will be either negotiated at arm’s length or otherwise entered into at conditions which are deemed to be more favorable for clients then those otherwise available in the open market.
A detailed disclosure of such potential conflict of interests is detailed within the offering documentation of the aforementioned funds as well as in the contractual documentation entered into with the aforementioned funds.
Specifically, when acting as investment manager, Laser may face one or more conflict of interest.
Conflicts of interests may arise:
– Among LDME and/or its group members and the Fund(s);
– Among LDME and/or its group members and investors in the Fund(s);
– Among one or more investors in the Fund(s);
– Among individuals forming part of LDME and/or its group members and LDME and/or its group members;
– Among individuals forming part of LDME and/or its group members and the Fund(s);
– Among the Fund and one or more of its service providers other than LDME;
– Among LDME and one or more of its service providers;
– Among individuals forming part of LDME and/or its group members and one or more investors in the Fund(s).
Control functions within the funds and within Laser are independent from the business units involved in the provision of regulated activities.
Side letters
LDME may enter into side letters concerning one or more of the Funds. As of the date of this document, LDME and Laser Digital Ethereum Adoption Fund SP entered into a side letter with one anchor investor setting out, amongst others, the following key terms:
– More frequent and detailed information and periodic reporting
– Reduced hold-back amount
– Limitation of liability capped at invested amount
– Dedicated representations and warranties
– Most Favourite Nation
Other Clients
The directors, LDME, the appointed fund administrator, the external valuer, a prime broker, the auditor and a custody services provider may from time to time act as director, procurement agent, investment manager, custodian, registrar, broker, administrator, depositary services provider, prime broker, custodian, clearing broker, registrar, broker, investment advisor, distributor or dealer in relation to, or invest directly or indirectly in, or be otherwise involved in, other investment funds, vehicles and accounts that have similar or different objectives to those of, or invest in similar or different assets to those held by, the Company (“Other Clients”). It is therefore possible that any of them or their respective principals, shareholders, members, directors, officers, agents or employees may, in the course of business, have potential conflicts of interest in respect of their duties to the Company.
In particular, the level of fees and/or expenses that LDME and its affiliates are entitled to receive from each Fund and such Other Clients may vary (in certain instances a Fund’s fees and expenses may be lower than the fees charged to the Other Clients), and the LDME and its affiliates may have significant investments in certain Other Clients. As a result, the Investment Manager and its affiliates and investment personnel may have an incentive to favour accounts that pay LDME and its affiliates higher fees and/or expenses or in which they have a more significant proprietary interest, including in the allocation of investments, time and attention.
Time and Activity
The Investment Manager may have conflicts of interest in allocating its time and activity between each Fund and Other Clients, including Other Clients in which the Investment Manager may have a greater financial interest.
Allocation of Investment Opportunities
Neither the Investment Manager nor any of its affiliates nor any person connected with them is under any obligation to offer investment opportunities of which any of them becomes aware to each Fund or to account to each Fund in respect of (or share with each Fund or inform each Fund of) any such transaction or any benefit received by any of them from any such transaction. The Investment Manager and its affiliates will allocate such opportunities on an equitable basis between each Fund and Other Clients. A summary of the Investment Manager’s order execution policy will be made available to investors on request from the Investment Manager. To the extent required under the AIFM Rules, Investors will be notified of any material changes to that policy.
Order Aggregation
When appropriate, the Investment Manager may, but is not required to, aggregate orders (including those of each Fund and Other Clients) to achieve more efficient execution or to provide for equitable treatment among each Fund and Other Clients. The Funds and Other Clients participating in aggregated trades will be allocated securities or Digital Assets (as the case may be) based on the average price achieved for such trades.
Cross Trades
Accounts managed by the Investment Manager or its affiliates may from time to time engage in cross trades where the same asset is simultaneously bought and sold or covered and shorted by a Fund and by Other Clients managed by the Investment Manager (or its affiliates) or other inter-fund or inter-account transactions (including rebalancing fund or account assets as a result of subscriptions or redemptions from funds). Cross trades will be effected either by trading the asset in the open market or by a direct transfer between the accounts of the Investment Manager’s clients. In either case, cross trades will be effected at market value. Because such transactions could be viewed as transactions between the Investment Manager (and/or its directors, officers, employees or affiliates) and the relevant client’s account, to the extent required by law, the Investment Manager will adopt certain additional procedures to be followed to address any conflict of interest with respect to these transactions.
The Investment Manager may rebalance the portfolios of its clients through a cross trade, by selling a position in one portfolio to another portfolio. In doing so, one portfolio will have increased its exposure to a particular security at the same time another portfolio has decreased its exposure to such security and, as a result, subsequent movements in the price of the security may cause one portfolio to have gains or losses that would have been realised by the other portfolio. The Investment Manager will perform such transactions in accordance with its policies and procedures governing cross trades. The Investment Manager believes that rebalancing through a cross trade provides a benefit to both portfolios as the transaction occurs at a lower cost and a better or equal price than would otherwise be available in the public market.
Valuation
Under the Investment Management Agreement, the Investment Manager has certain responsibilities in relation to the proper valuation of the assets of each Fund, the calculation of the Net Asset Value of each Fund and the publication of the same, all in accordance with the AIFM Rules (to the extent required and/or applicable). There is a potential conflict of interest between any involvement of the Investment Manager in this valuation and calculation process and the Investment Manager’s potential entitlement to receive the Management Fee and the Performance Fee from a Fund, each of which is linked to the Net Asset Value of the Shares. The Administrator, which has been appointed to calculate the Net Asset Value, faces a similar conflict of interest because its fee is also based on the Net Asset Value.
Allocation of Expenses
Each Fund bears its own expenses as described herein and as set out in the relevant Supplement. The Investment Manager may have Other Clients in the future. Each Other Client will bear the expenses as set forth in its respective investment management or similar agreement and/or offering document. Expenses borne by the Other Clients may differ from the expenses borne by each Fund. In certain instances, each Fund may bear its pro rata portion of expenses that the Investment Manager has agreed to bear for it and one or more Other Clients.
Common expenses may be incurred on behalf of each Fund and one or more Other Clients. The Investment Manager will seek to allocate those common expenses among each Fund and the Other Clients in a manner that is fair and reasonable over time. However, expense allocation decisions will involve potential conflicts of interest (for example, an incentive to favour accounts that pay higher performance fees or conflicts relating to different expense arrangements with certain clients). Under its expense allocation policy, the Investment Manager generally expects to allocate common expenses among each Fund and the Other Clients pro rata based on relative assets under management. The Investment Manager may, however, use other methods to allocate certain common expenses among each Fund and the Other Clients if it deems another method more appropriate based on relative use of the product or service, the nature or source of the product or service, the relative benefits derived by each Fund and the Other Clients from the product or service, or other relevant factors. Nonetheless, Investors and prospective investors should note that the portion of a common expense that the Investment Manager allocates to a Fund for a particular product or service, may not reflect the relative benefit derived by that Fund from that product or service in any particular instance. The Investment Manager’s expense allocations often depend on inherently subjective determinations and, accordingly, expense allocations made by the Investment Manager in good faith will be final and binding on each Fund.
Co-Investments
The Investment Manager may, but is not required to, provide co-investment opportunities to third parties, including shareholders, strategic investors and/or other third parties not affiliated with the Investment Manager (or its directors, officers and employees). Co-investment opportunities are determined in the sole discretion of the Investment Manager, and a Investor that desires to participate in a potential co-investment may not receive the full amount, or any amount, of its desired co-investment. When offering co-investment opportunities to a particular third party, the Investment Manager considers a variety of factors, including whether the co-investor may provide strategic value to the Investment Manager, its clients, the Investment Manager’s prior experience with the co-investor (if any), legal, tax and regulatory matters and whether such third party has previously expressed an interest in participating in co-investment opportunities. The Investment Manager (or its directors, officers and employees) may also participate, directly or indirectly, in co-investments and accordingly, this may reduce the availability of co-investment opportunities for third parties. The terms applicable to any co-investment opportunity will be established in the sole discretion of the Investment Manager, and co-investors may not be subject to any fee in relation to the co-investment opportunity.
Directors of the Company
The Company has appointed a Board of Directors, where two individuals are employed by the Investment Manager and by an affiliate of the Investment Manager, a subsidiary of LDH which is the holder of the Founder Shares in the Company. Such instances may give rise to a potential conflict of interest given that the Investment Manager will receive a Management Fee and may receive a Performance Fee for its services. Each of the Directors is or may be a director of (i) other investment funds and vehicles (or the general partner or managing member thereof) whose assets are managed by the Investment Manager or its affiliates, (ii) other funds or vehicles managed by other managers and (iii) companies or vehicles in which the Company may invest or be exposed to. No agreement or transaction between the Company and a Director or any person related to a Director is void or voidable only because of the Director’s interest in it, or because the Director is present at the meeting of the committee of Directors that approves the agreement or transaction or votes on that business, provided that the interests of the Director in the matter are disclosed in good faith to or known by the other Directors. A Director who has an interest in any particular business to be considered at a meeting of the Directors or Investors may be counted for the purposes of determining whether the meeting is duly constituted.
Brokerage and Execution
The Investment Manager may enter into agreements (in its own right or on behalf of the Company) with the Company’s brokers, including a Prime Broker. From time to time, the Investment Manager’s personnel may use services provided by such brokers, and in particular may speak at conferences and programmes for potential investors interested in investing in hedge funds which are sponsored by those brokers. These conferences and programmes may be a means by which the Investment Manager can be introduced to potential investors in the Funds.
The Investment Manager may engage with affiliates in respect of execution services. The Investment Manager will be subject to a conflict of interest in engaging affiliated service providers on behalf of a Fund.
Main Custody Services Provider
Komainu is a joint venture between Coinshares, Nomura Holdings, Inc. (and now transferred to Laser Digital) and Ledger SAS, and is partially owned by an entity within LDG (of which the Investment Manager forms part). There is a potential conflict of interest between the Investment Manager’s role in investing the assets of each relevant Fund and Komainu’s entitlement to fees which are generally based on the aggregate amount of Digital Assets held in the relevant wallets.
External Valuer
The External Valuer is an affiliate of the Investment Manager and forms part of the LDG, having as its direct parent entity, LDH, which also holds the Founder Shares. There is a potential conflict of interest between any involvement of the External Valuer, being an affiliate of the Investment Manager, in the valuation of assets and calculation process of the Net Asset Value of each Fund and the Investment Manager’s entitlement to receive the Management Fee and the Performance Fee from a Fund, each of which is linked to the Net Asset Value of the Shares. For the avoidance of doubt, the valuation function is kept separate from the risk management and portfolio management function in respect of the Company and its Fund(s).
Investment in the Fund
The Directors, the Investment Manager and the directors, members, partners, officers, shareholders and agents of the Investment Manager and its affiliates may, directly or indirectly, subscribe for, hold and redeem Shares. Such investors may be in possession of information relating to the personnel of the Investment Manager and its affiliates, the Company, the Funds and the portfolio not available to other Investors and prospective investors. Investments by the personnel of the Investment Manager and its affiliates in a Fund could incentivise such personnel to increase or decrease the risk profile of a Fund.
Personal Account Trading
The Investment Manager and its affiliates have an internal compliance policy which places restrictions on personal trades by employees, including that they disclose their personal securities and Digital Assets holdings and transactions to the Investment Manager or its affiliates on a periodic basis, and requires that employees pre-clear certain types of personal securities or Digital Assets transactions. Subject to internal compliance policies and approval procedures, members, partners, directors, shareholders, officers and employees of the Investment Manager and its affiliates may engage, from time to time, in personal trading of securities or Digital Assets, including securities and Digital Assets in which a Fund may invest. The Investment Manager, its affiliates and their respective members, partners, directors, shareholders, officers and employees may give advice or take action for their own accounts that may differ from, conflict with or be adverse to advice given or action taken for a Fund. These activities may adversely affect the prices and availability of other securities and Digital Assets held by or potentially considered for purchase by the Fund.
General
The Investment Manager will, at all times, have regard to its obligations to the Funds and will endeavour to ensure that any conflicts of interest to which it is subject will be resolved fairly.
The Directors seek to ensure that all appropriate steps are taken to avoid conflicts of interest of which they are aware and, where the arrangements to prevent conflicts of interest are not sufficient to ensure, with reasonable confidence, that risks of damage to the Investors’ interests will be prevented, each Fund will clearly disclose those conflicts to the Investors.
Such potential conflict of interests as describe above are handled in accordance with the conflict of interest policy of the Investment Manager, a summary of which may be made available to Investor upon request.
By subscribing for and acquiring Shares, each Investor will be deemed to have acknowledged the existence of such actual and potential conflicts of interest and to have waived, to the fullest extent permitted by applicable law, any claim with respect to the existence of any such conflicts
Control Functions
Control functions within the funds and within LDME are independent from the business units involved in the provision of regulated activities.
While asset valuation is performed by a separate entity from LDME and from individuals other than those involved in the performance of portfolio management activities, the external valuer is an entity forming part of LDG. Such risks are mitigated by the establishment of a valuation framework, disclosed in the offering documentation of the fund, the appointment of an independent auditor as well as the appointment of an independent fund administrator entrusted with the calculation of the fund(s) NAV.
• Policies:
o Privacy policy: Our data privacy policy can be found on our website: Laser Digital – Privacy Policy.
o Complaints: Our complaints handling policy can be found on our website: Complaints Handling Policy
o Internal whistleblowing policy: you can write to ldme.inquiries@laserdigital.com for a copy of our whistleblowing policy.
• Withdrawal of assets: LDME intends to face as clients, when performing VA management services, Funds and similar collective investment vehicles. VA invested into by LDME on behalf of such Funds are held in custody by 3rd party Regulated custodian (Komainu or similar) for the handling of digital assets in a fully segregated fashion and, for fiat, regulated credit institutions. No co-mingling of LDME own assets and fund’s assets will take place. In this respect, underlying investors in each Fund may place redemptions in accordance with the redemption policies of the aforementioned Funds which are duly disclosed in the offering documentation of such funds. Redemption gates, redemption notices, delayed and deferred redemptions, lock-ups and similar arrangements are put in place according to market standards in order to avoid prejudice to the Funds and/or disorderly liquidation of assets which may be ultimately prejudicial to investors in instances of extreme volatility and these may vary from Fund to Fund depending on the type of the strategy. Redemptions may range ranging daily, weekly to monthly redemptions.
• Use of virtual assets: LDME intends to manage virtual assets in accordance with the provisions set out in the offering documentation of each Fund under management in view of each specific investment strategies and objective featuring such Funds. Activities may include the purchase, sale, borrowing, lending or otherwise disposal, including by means of pledging/rehypothecating such assets. Disclosure to this end are included in the relevant agreement with the fund(s) as well as in the offering documentation made available to investors. Virtual assets forming part of the Fund’s portfolio (unless otherwise pledged to and/or subject to title transfer arrangements and/or similar disposal arrangements) will not be used for LDME own purposes nor co-mingled with LDME own assets.
• Protection of counterparty risks and protection of clients assets: LDME shall adopt its best efforts to manage counterparty risks in adherence to industry standards. Among the key arrangements envisaged to this end, LDME shall select, in agreement with the Fund, providers only after having performed a solid due diligence entailing analysis on the regulatory status of the parties involved, well-defined and structured internal approvals processes as well as adopting strong risk management practices, including when trading on crypto exchanges/ routing to regulated execution desks. LDME intends to appoint, for long-term custody purposes, only entities ensuring asset segregation or equivalent safeguards – however, for trading or short-term custody purposes, LDME may identify other suitable arrangements when reasonably deemed beneficial for a Fund.. LDME itself does not and shall not keep custody of virtual assets. However, counterparty risks may be faced and these risks are extensively described in the offering documentation of each fund.
• Risks: Virtual Assets purchased by LDME on behalf of its Fund(s) under management may be at risk. These risks range from market, operational (including legal, regulatory and reputational), financial, liquidity, (cyber)security, ICT, and currency risks. The likelihood of such risks may be higher for Funds investing in virtual assets than for traditional assets due to the current development of the market as well as due to the inner features of such asset class. Investors in a Fund may lose part or all of the capital invested. An extensive description of the key risks which a Fund and/or its end investors may be exposed to is provided in full transparency within the offering documentation of each product.
• Order Execution: LDME adopts an order execution policy which may be made available to clients on demand. As a general disclosure, orders may be executed with one or more counterparties, including, where applicable, through DeFI arrangements. Such counterparties may also involve other entities forming part of LDG, to the extent that such transactions are entered into at arm’s length or otherwise entered into at conditions which are deemed to be more favorable for clients then those otherwise available in the open market. To the extent permissible under the relevant regulatory approvals and segregation requirements, execution may occur involving LDME trading/execution desks and/or automated algorithms developed for such purposes and operated by LDME and/or group entities. Specific provision concerning the discretion of executing orders and related risks are provided in the offering documentation of each Fund.
• Liquidity Risks: LDME and/or the Funds managed may be subject to different liquidity risks depending on the strategy pursued and the relevant features of such funds (e.g. redemption policies and dealing frequency). Liquidity risk exists when particular investments are difficult to purchase or sell, possibly preventing a fund from selling out of these illiquid investments at an advantageous price, or at all. Thin markets can also amplify volatility. Any markets for these investments can be expected to involve wider price spreads and more sensitivity to buying and selling pressures than is found in more active markets. Virtual Assets may be illiquid investments that are not easily and readily convertible into fiat currencies, and some Virtual Asset markets may be thinner than others. Accordingly, any purchase of Virtual Assets by a fund is likely to increase the proportion of the fund’s portfolio that is comprised of illiquid investments. Though a Fund will manage liquidity risks across all investments on an ongoing basis, greater exposure to Digital Assets increases the possibility that, as at any redemption day, a Fund might lack sufficient liquid assets to fund the payment of redemption proceeds to any redeeming shareholders. Additionally, a Fund may be forced to dispose of other more liquid assets in order to fund redemptions, meaning that remaining Investors have increased exposure to the digital asset investments and the risks associated therewith.
The implementation of staking strategies increases the liquidity restrictions faced by a Fund. You are invited to review the dedicated risk disclosure concerning staking strategies in the relevant fund offering documentation.
Furthermore, audit hold-back, as set out in the relevant offering documentation, may reduce the amount available for redemption in a Fund.
• Other disclosure: No senior management has been involved in any conviction/prosecution to be disclosed in accordance with VARA rules. LDME has in place, at group level, multiple arrangements to deal with potential risks of market offences, ranging from personal account dealing framework, trade surveillance arrangements, communication monitoring and recording, as well as similar measures entailing internal and external audit.