Series Segregation & Bankruptcy Remote Structure Disclosure
This Schedule forms part of the Product Documentation. It describes the Issuer’s intended structural segregation framework for each Series. Capitalised terms have the meanings given in the General Terms and the Token Terms.
1. Purpose and scope
1.1 Purpose. This Schedule explains how the Issuer intends to operate each Series on a segregated, bankruptcy-remote basis, including the designation of Series Wallets / Series Accounts, attribution of Series Assets and Series Liabilities, the Series Waterfall, and the limits of Tokenholder recourse.
1.2 Scope. This Schedule is structural and operational in nature. Series-specific mechanics (including valuation, fees, redemption windows, and Underlying definitions) are set out in the applicable Token Terms.
2. Series ring-fencing model
2.1 Separate Series. Each Token issuance corresponds to a Series. Each Series is intended to operate as an independent, ring-fenced product sleeve, with its own: (a) Series Wallets / Series Accounts; (b) Series Assets and Series Liabilities attribution; (c) operational processes for minting, deployment, and redemption; and (d) Series Waterfall (unless varied by Token Terms).
2.2 No cross-collateralisation. The Issuer does not intentionally cross-collateralise Series. Series Assets of one Series are not intended to support obligations of another Series, except if expressly stated in Token Terms.
2.3 Segregation from Operational Assets. The Issuer segregates Series Assets from Operational Assets. Operational Assets are intended to fund only the Issuer’s corporate operations (e.g., payroll, overheads, vendor expenses not allocated to Series).
3. Series Wallets / Series Accounts architecture
3.1 Designated addresses/accounts per Series. For each Series, the Issuer designates one or more Series Wallets / Series Accounts. These typically include: (a) Deposit Address(es): addresses/accounts for receiving subscription funds for minting; (b) Collateral / Holding Wallet(s): addresses/accounts used to hold Series Assets and collateral; (c) Execution / Deployment Wallet(s) (if applicable): addresses/accounts used to interact with whitelisted DeFi protocols or to transfer to exchange / prime broker sub-accounts for execution, consistent with Token Terms; (d) Redemption / Payout Wallet(s): addresses/accounts used to process redemptions and distributions.
3.2 Address/account designation. The Token Terms and/or operational disclosures identify the Series Wallets / Series Accounts (or the method by which they are identified). Tokenholders must route funds only to the designated Series Wallets / Series Accounts.
3.3 Controls on movement. Movements from Series Wallets / Series Accounts are initiated and executed pursuant to the Issuer’s internal controls, vendor controls, and Series operating procedures, and may rely on third-party service providers (e.g., MPC wallet providers, exchanges, prime brokers, banks).
3.4 Technical execution exception. In limited circumstances, technical routing, batching, or settlement processes may require transient movements that do not reflect economic commingling. Where this occurs, the Issuer maintains traceable books-and-records intended to preserve correct Series attribution and promptly restores allocations.
4. Attribution of Series Assets and Series Liabilities
4.1 Series Assets. Series Assets include, as applicable: (a) subscriptions received for the Series; (b) assets acquired or deployed for the Series (including collateral, LP positions, yield-bearing instruments, hedges, and receivables); (c) proceeds from realisations, unwind activity, liquidations, or recoveries attributable to the Series; (d) any airdrops, rewards, rebates, or incentives attributable to the Series (if and to the extent specified in Token Terms); and (e) any rights, claims, or receivables arising from Series activity.
4.2 Series Liabilities. Series Liabilities include, as applicable: (a) redemption and settlement obligations payable to Tokenholders of that Series (if any), calculated under Token Terms; (b) Series costs and expenses properly attributable to the Series; (c) fees payable in respect of the Series as specified in Token Terms; and (d) any other liabilities expressly allocated to the Series under Product Documentation.
4.3 Allocation policy. The Issuer maintains an internal allocation approach intended to attribute assets, liabilities, income, fees, and costs to the relevant Series on a consistent basis. Where a cost or fee relates to multiple Series, the Issuer applies a reasonable allocation methodology (e.g., pro rata by AUM, usage, transactions, or other objective metric).
5. Use of third-party infrastructure and accounts
5.1 Service providers. The Issuer may use third parties to operate a Series, including MPC wallet providers, custodians, exchanges, prime brokers, banks, protocol operators, oracle providers, and infrastructure vendors.
5.2 Series sub-accounts (where applicable). Where the Series uses exchange or prime broker infrastructure, the Issuer intends to use segregated sub-accounts or equivalent arrangements to attribute positions and balances to the Series.
5.3 Whitelisting. Where a Series deploys Series Assets into DeFi protocols, the Issuer intends to maintain a whitelisting approach for contracts/endpoints used, consistent with the Series operating model.
5.4 Counterparty risk remains. Segregation reduces commingling but does not eliminate third-party, operational, or counterparty risk. Failures or insolvencies of third parties may affect Series Assets and Tokenholder outcomes.
6. Series Waterfall and funding of redemptions
6.1 Waterfall application. Unless the Token Terms specify otherwise, realised Series Assets (including during ordinary operations or wind-down) are applied in the Series Waterfall order: (a) Series costs and expenses; (b) fees specified in Token Terms; (c) Tokenholder redemptions/payments for that Series.
6.2 Redemption source. Redemptions (if any) are funded solely from Series Assets after application of the Series Waterfall and subject to Token Terms, compliance checks, operational constraints, Market Disruption Events, and Underlying Illiquidity.
6.3 No top-up. The Issuer has no obligation to contribute Operational Assets or assets from other Series to cover a Series shortfall, unless expressly committed in the Token Terms.
7. Limits of recourse; effect of shortfall
7.1 Limited recourse. Tokenholders’ rights are limited to Series Assets of the relevant Series after application of the Series Waterfall (subject to non-excludable Applicable Law).
7.2 No recourse to other Series. Tokenholders of one Series have no recourse to Series Assets of any other Series.
7.3 No recourse to Operational Assets. To the maximum extent permitted by Applicable Law, Tokenholders have no recourse to Operational Assets for satisfaction of Series obligations.
7.4 Shortfall mechanics. If Series Assets are insufficient, Tokenholders bear the shortfall pro rata within that Series (unless Token Terms provide otherwise), and may receive less than principal or nothing.
8. Series Wind-Down mechanics (high level)
8.1 Triggers. A Series Wind-Down Event may occur as described in Condition 17 (e.g., regulatory illegality, adverse tax, persistent disruption, counterparty failure, security incident, or expected Series shortfall).
8.2 Actions. In a wind-down, the Issuer may suspend minting/redemption/transfers (if enabled), unwind positions, realise Series Assets, determine a final realisation value using reasonable methods consistent with Token Terms, apply the Series Waterfall, and distribute realised Series Assets (if any).
8.3 Best-efforts; no guarantee. Wind-down involves execution risk, timing risk, and price impact. The Issuer does not guarantee any minimum outcome or timeline.
9. Records, transparency, and verification
9.1 Records. The Issuer maintains records intended to support Series attribution, including transaction logs, wallet/account mapping, and internal accounting schedules.
9.2 Transparency scope. The Issuer may provide transparency or reporting at the Series level (e.g., addresses, holdings, NAV methodology, exposures, and performance) as described in Token Terms or separate disclosures.
9.3 No assurance. On-chain visibility and internal records facilitate attribution but do not constitute an audit, guarantee, or assurance of solvency or outcomes.
10. Legal effectiveness and limitations
10.1 Structural intent; mandatory law. This segregation framework reflects the Issuer’s structural intent and operating model. Actual outcomes in insolvency or court-supervised proceedings may be affected by mandatory BVI law, court orders, insolvency practitioner actions, and factual determinations regarding asset attribution.
10.2 No creation of trust. Unless expressly stated in Token Terms, nothing in the Product Documentation creates a trust, fiduciary relationship, or custodial relationship in favour of Tokenholders.
10.3 Conflicts. If there is any conflict between this Schedule 2 and the Token Terms for a Series, the Token Terms prevail for that Series.
11. Acknowledgement
By dealing in Tokens, you acknowledge and agree that: (a) Tokens are blockchain-based contractual certificates evidencing Series-limited rights; (b) your recourse is limited to Series Assets after the Series Waterfall; (c) you have no recourse to other Series or Operational Assets (subject to non-excludable law); and (d) you bear risks described in Schedule 1, including third-party, market, execution, operational, smart contract, and regulatory risks.
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