Investor Disclosures

Nothing on this website constitutes an offer to sell, or the solicitation of an offer to buy, any security. No material published here is an offering document. Any offer of interests in a fund managed by KTR Capital will be made solely to qualified persons, by means of confidential offering documents, and only in jurisdictions where such an offer is permitted by law.

In the event of any conflict between information on this website and the definitive offering documents for a fund, the offering documents govern in all respects.

Interests in funds managed by KTR Capital are offered in reliance on the exemption from registration provided by Rule 506(b) of Regulation D under the Securities Act of 1933. Offers are extended only to persons with whom KTR Capital has a pre-existing substantive relationship, established before any offer is made.

Consistent with Rule 506(b), KTR Capital does not engage in general solicitation or general advertising in connection with any offering. This website is informational, describes the firm rather than any specific offering, and is not a means of solicitation. Creating an account begins a qualification and relationship-building process; it is not an offer, an investment, or a commitment by either party.

Securities offered in reliance on Rule 506(b) have not been registered under the Securities Act of 1933 or the securities laws of any state, and are offered in reliance on exemptions from those registration requirements.

Investment is generally limited to persons who qualify as accredited investors as that term is defined in Rule 501(a) of Regulation D. Prospective investors are asked to represent their status as part of the qualification process, and KTR Capital may request supporting documentation.

KTR Capital reserves the right to decline any prospective investor for any reason, and to require verification of accredited status at its discretion regardless of the exemption relied upon.

[TO CONFIRM: whether non-accredited sophisticated purchasers are accepted under 506(b), and state the policy]

KTR Capital is a Texas-based Exempt Reporting Adviser. An Exempt Reporting Adviser files certain portions of Form ADV with regulators but is not registered as an investment adviser with the U.S. Securities and Exchange Commission or with state securities regulators.

Exempt Reporting Advisers are subject to less comprehensive regulatory oversight, examination, and reporting than registered investment advisers. Neither the SEC nor any state regulator has passed upon the merits of any offering, the accuracy of any materials, or the adequacy of these disclosures.

[TO CONFIRM: CRD/SEC file number and the states where notice filings have been made]

An investment in a private fund is speculative and involves a high degree of risk, including the risk of loss of the entire amount invested. You should not invest unless you are able to bear the complete loss of your investment and have no need for liquidity with respect to it.

Risks include, without limitation: market and economic conditions; concentration in a limited number of positions and sectors; use of options and derivatives; leverage; counterparty and brokerage failure; valuation uncertainty in private holdings; regulatory change; reliance on key personnel; operational, technology and cybersecurity failures; and the illiquidity described below.

A complete statement of risk factors is set out in the confidential offering documents, which you should read in full before investing.

Past performance is not indicative of, and does not guarantee, future results. No representation is made that any account or fund will or is likely to achieve profits or losses similar to those shown in any material presented.

Any performance information presented on this platform is subject to the accompanying notes and to the definitions, time periods, and methodology stated with it. Where performance is hypothetical, simulated, or derived from backtesting, it is labeled as such. Such results have inherent limitations: they are prepared with the benefit of hindsight, do not reflect actual trading, and do not account for the financial risk borne in actual trading.

Interests in the fund are illiquid. There is no public or secondary market for them, and none is expected to develop. Interests are restricted securities and may not be resold or transferred except in compliance with the Securities Act of 1933, applicable state law, and the terms of the fund governing documents, which generally require the general partner consent.

[TO CONFIRM: redemption terms, lock-up period, and notice requirements]

The fund is not registered as an investment company under the Investment Company Act of 1940 in reliance on an available exclusion. As a result, investors do not receive the protections afforded to investors in registered investment companies.

Reporting to investors is limited to that specified in the fund governing documents. Investors should not expect the frequency, detail, or independent oversight associated with registered products.

[TO CONFIRM: whether Section 3(c)(1) or 3(c)(7) applies, and the corresponding eligibility standard]

KTR Capital and its affiliates engage in activities that may give rise to conflicts of interest with investors. These include, without limitation:

• Operating proprietary trading technology and systems that may trade the same or related instruments as the fund;
• Holding, or advising on, private positions in companies in which the fund also holds an interest;
• Managing more than one fund or account, with differing terms, fee arrangements, and objectives, requiring allocation of investment opportunities among them;
• Personal trading by principals and employees;
• Receiving compensation based on assets under management or performance, which may create an incentive to take greater risk.

Material conflicts, and the policies adopted to address them, are described in the fund offering documents and in Form ADV where applicable.

Management fees, performance-based compensation, organisational costs, and fund operating expenses reduce returns. Fees are charged whether or not the fund is profitable. The complete fee schedule is set out in the fund governing documents and controls over any summary presented on this platform.

[TO CONFIRM: management fee, performance allocation, hurdle or high-water mark, and expense treatment]

Materials on this platform may contain forward-looking statements, meaning statements about intentions, expectations, projections, targets, or beliefs regarding future events. Words such as expect, target, intend, believe, and similar expressions identify such statements.

Forward-looking statements are not guarantees. They rest on assumptions that may prove incorrect and are subject to risks and uncertainties, many outside the firm control. Actual results may differ materially. KTR Capital undertakes no obligation to update any forward-looking statement, whether as a result of new information, future events, or otherwise.

Certain strategies operated by the firm are systematic and rely on proprietary software, market data feeds, models, and automated execution. These carry risks in addition to ordinary market risk, including: model error and model decay as market conditions change; errors or interruptions in market data; software defects; connectivity, exchange, or broker outages; unintended order behaviour; and the possibility that historically observed relationships cease to hold.

Systematic strategies may trade options and other derivative instruments. Options carry the risk of rapid and total loss of premium, and strategies involving them may lose value quickly and without opportunity to react. Automated systems may operate with limited human intervention during market hours.

Investments in biotechnology and life sciences carry risks specific to the sector: dependence on clinical trial outcomes; regulatory approval risk; extended development timelines; intellectual property disputes; reimbursement and pricing risk; and the possibility that a company lead programme fails entirely, with substantial or total loss of value.

Private holdings are valued in the absence of a public market. Valuations are estimates made in good faith under the fund valuation policy, may not reflect the price obtainable in a sale, and may change materially. Nothing on this platform describing a portfolio company is an offer of that company securities, or a representation about its prospects.

Nothing on this platform is tax, legal, accounting, or personalised investment advice, and no communication should be construed as a recommendation to buy or sell any security. KTR Capital is not acting as your fiduciary or adviser by providing access to this platform.

The tax consequences of an investment depend on your individual circumstances and may be complex, including the receipt of a Schedule K-1 and the possibility of taxable income without corresponding cash distributions. Consult your own tax, legal, and financial advisers before investing.

Materials made available through the qualification process and the data room are confidential and proprietary. They are provided for your evaluation only, and may not be reproduced, distributed, or disclosed to any other person without the prior written consent of KTR Capital, except to your professional advisers bound by a duty of confidentiality.

Access to certain materials is conditional on acceptance of a separate non-disclosure agreement, the terms of which govern that access.

Qualification requires identity information and supporting documentation. This information is collected to meet anti-money-laundering, know-your-customer, and investor-eligibility obligations, and to evaluate suitability.

Documents you upload are stored on infrastructure controlled by KTR Capital and are accessible only to authorised personnel. Access to investor records is logged.

[TO CONFIRM: retention period for identity documents]

Certain information presented on this platform is obtained from third-party sources, including market data providers. While such sources are believed to be reliable, KTR Capital does not independently verify all third-party information and makes no representation as to its accuracy or completeness. Market data may be delayed and should not be relied upon for trading decisions.

Questions regarding these disclosures may be directed to KTR Capital, 14425 Falcon Head Blvd, Building C, Austin, TX 78738, or by email to admin@ktr.capital.

These disclosures may be amended from time to time. The version published on this page supersedes all prior versions.

[TO CONFIRM: version identifier and effective date, recorded against each investor acceptance at sign-up]