BlackRock Fund Advisors (“BlackRock”) is not the investment adviser, sub-adviser, portfolio manager, manager, sponsor, promoter, underwriter, marketer or distributor of the Onchain Portfolios or the Tokens, and does not manage, and exercises no discretion over, the Onchain Portfolios. BlackRock’s role is limited solely to providing one or more nondiscretionary model portfolio strategies (“Portfolio Strategies”) to Ondo Global Markets (BVI) Limited (“Ondo”) based on specifications provided by Ondo to BlackRock. BlackRock does not select, endorse, recommend, or make any investment decision with respect to any Onchain Portfolio or any assets held by any Onchain Portfolio, and any Onchain Portfolio may differ from the corresponding Portfolio Strategy for a variety of reasons. BlackRock shall have no obligation to provide updates to each Portfolio Strategy after the initial delivery of the Portfolio Strategy to Ondo except in certain limited circumstances. It is at Ondo’s arrangement whether any related Onchain Portfolio is similarly updated. Therefore, the Onchain Portfolios may not incorporate changes in the market or other events nor update in line with the Portfolio Strategies. BlackRock has no investment advisory, investment management, fiduciary, client or other relationship with, and owes no responsibilities or duties to, any investor or prospective investor in the Tokens or the Onchain Portfolios. The Portfolio Strategies are not designed to be suitable for any specific investor and do not take into account the individual needs, objectives or risk tolerance of any investor or prospective investor. BlackRock has not prepared or approved this document or any other offering or marketing material, and is not responsible for the tokenization, issuance, distribution, custody, or operation of the Tokens or the Onchain Portfolios. BlackRock is not making any offer to sell nor soliciting any offer to buy any securities. An investment in the Tokens involves risk, including the possible loss of principal, and past performance is not indicative of future results.
Investors have no right, title, interest, or claim in or to any of the funds or securities underlying any Onchain Portfolio (the “Underlying Funds”) or any recourse to any manager of the Underlying Funds, and such Underlying Funds are not being offered, marketed, or distributed to Investors by BlackRock or Ondo, whether directly or indirectly through the Tokens or the Onchain Portfolios. The Tokens constitute separate and distinct securities issued by Ondo and do not represent any interest in the Underlying Funds.
The Portfolio Strategies will include funds sponsored and managed by BlackRock and its affiliates, which will pay fees to BlackRock and its affiliates for providing management, administrative, or other services. Accordingly, BlackRock has a potential conflict of interest in connection with providing the Portfolio Strategies, as an investment in such funds by the Onchain Portfolio will increase compensation to BlackRock and its affiliates. BlackRock has an incentive to provide a Portfolio Strategy that contains funds that would result in increased levels of compensation being paid to BlackRock and its affiliates by such funds.
Additional information about BlackRock, including its Form ADV, is available from the U.S. Securities and Exchange Commission’s Investment Adviser Public Disclosure website at https://adviserinfo.sec.gov.
[*] The tokenized assets referenced herein (i.e. (i) the tokenized stocks, tokenized ETFs and tokenized ADRs now known as Ondo Stocks, and formerly known as Ondo tokenized stocks and ETFs, or as Ondo Global Markets tokens, (collectively, the “Ondo Stocks”) and (ii) USDY tokens (collectively, the "Tokens") have not been registered under the US Securities Act of 1933, as amended (the "Act") or the securities or financial instrument laws of any other jurisdiction. The Tokens may not be offered or sold in the United States or to US persons unless registered under the Act or an exemption from the registration requirements thereof is available. In certain jurisdictions, including the United Kingdom, Switzerland and Singapore, the Ondo Stocks and USDY tokens are offered and sold only to qualified investors or professional clients, as the case may be (or that jurisdiction's analogue thereof). Other jurisdiction-based prohibitions and restrictions apply. The issuer of the Tokens is not registered as an investment company under the US Investment Company Act of 1940, as amended, or as an Alternative Investment Fund or Undertaking for Collective Investment in Transferable Securities in the EEA, or under the securities or financial instrument laws of any other jurisdiction.
Ondo Stocks provide their holders with economic exposure to the value of their underlying assets, including the value of dividends (less applicable tax withholdings). However, Ondo Stocks are not themselves stocks, ETFs or ADRs and the Ondo Stocks do not provide their holders with rights to hold or receive their respective underlying assets. Similarly, USDY tokens provide their holders with economic exposure to short-term US treasuries, but USDY tokens are not themselves US treasuries and do not provide their holders with rights to hold or receive any US treasuries.
In the EEA/EU, a base prospectus relating to the Tokens has been approved by the Financial Market Authority Liechtenstein (FMA) and notified, at the issuer’s request, to certain EEA Member States (the “Relevant EEA States”), making many Ondo Stocks available to both professional and retail investors, though certain Ondo Stocks are only available to professional investors in the EEA/EU. The prospectus is published at app.ondo.finance at each applicable Token’s webpage. The approval of the prospectus should not be understood as an endorsement of the Tokens. Investors residing in the EU/EEA should read the prospectus, and the relevant final terms and KID for each applicable Token, before investing in order to fully understand the potential risks and rewards associated with the decision to invest. This notice is a marketing communication and does not constitute a prospectus.
Certain Ondo Stocks (referred to in the UAE as “Digital Securities”) have been admitted to trading on Nest Exchange Limited, a Multilateral Trading Facility for Digital Assets operated by Binance in the Abu Dhabi Global Market (“ADGM”), authorised by the Financial Services Regulatory Authority (the “FSRA”). Such Digital Securities are available for trading by those investors eligible for a Binance account. The ADGM FSRA has no responsibility for reviewing or verifying any documents in connection with the admission to trading of such Digital Securities in the ADGM. The FSRA has not approved the documents in connection with the admission to trading nor taken steps to verify the information set out in it and has no responsibility for it. No offer of securities is being made in ADGM. Prospective purchasers of such Digital Securities admitted to trading should conduct their own due diligence on such Digital Securities.
In the United Kingdom, the communications herein may be deemed a financial promotion pursuant to Section 21 of the Financial Services and Markets Act 2000. To the extent that any such finding is made, the communications herein are only intended for, and directed at, investment professionals as defined in article 19 of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 (the “FPO”) who have experience of interacting with the Ondo Stocks and USDY tokens; high net worth companies as defined in article 49 of the FPO, and/or any other persons to whom lawful communication is permitted. Any person not falling within these categories is not permitted to act upon anything within the communications herein, and shall not be entitled to rely upon their contents. Ondo Global Markets (BVI) Limited will not enter into arrangements with such persons concerning Ondo Stocks and USDY tokens as a result of this or any other communication.
The Tokens are issued by Ondo Global Markets (BVI) Limited, a British Virgin Islands business company. OUSG tokens are issued by Ondo I LP, a Delaware (USA) limited partnership (the “Fund”). Ondo Finance Inc., a Delaware (USA) corporation, provides tokenization services to, and is an equity holder of, Ondo Global Markets (BVI) Limited.
The communications herein are only intended for eligible purchasers of, or for actual or potential business relationships or technical integrations with respect to the Tokens. Nothing herein constitutes any offer to sell, or any solicitation of an offer to buy, any Tokens. Nothing herein constitutes investment, legal, tax or financial advice. Acquiring the Tokens involves risks. A holder of the Tokens may incur losses, including total loss of their purchase price. Past performance is not an indication of future results. Investors are responsible for conducting their own research, investigation, verification, checks or consultation for professional or investment advice.
The communications herein may contain forward-looking statements, including, but not limited to, statements regarding future financial performance, business strategies, or expectations for the growth or development of Ondo Finance, Ondo Global Markets (BVI) Limited, or any of their respective affiliates (each, an “Applicable Entity”). These statements are based on management's current expectations, estimates, projections, and beliefs, and are subject to a number of risks, uncertainties, and assumptions that could cause actual results to differ materially from those anticipated. Forward-looking statements can be identified by the use of terminology such as "may," "will," "should," "expect," "intend," "plan," "anticipate," "believe," "estimate," "predict," "potential," "continue," or the negative of these terms or other similar expressions. Factors that could cause actual results to differ materially from those contemplated by the forward-looking statements include, but are not limited to, the following: economic, competitive, legal, governmental, and technological factors affecting the operations, markets, products, services, or prices of any Applicable Entity. No Applicable Entity undertakes any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.
The Token issuers, their affiliates, their respective shareholders and members, and their respective directors, officers, employees, consultants, agents and representatives (the “Ondo Persons”) do not endorse, the Ondo Persons do not make any representation or warranty whatsoever (express or implied, including but not limited to any warranty of merchantability, fitness for a particular purpose, or non-infringement) regarding, and THE ONDO PERSONS SHALL NOT HAVE ANY LIABILITY WHATSOEVER WITH RESPECT TO ANYONE'S USE OF, any third-party products, services or technologies referenced herein.
Additional terms and restrictions apply. See docs.ondo.finance/legal/terms-of-service, docs.ondo.finance/ondo-stocks, ondo.finance/stocks, app.ondo.finance and (as applicable) the Token offering documents for details.
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