Heated competition to get into top private-equity funds is leaving some investors out in the cold. Pension funds, endowments and wealthy individuals that invest with private equity are finding it increasingly hard to get into the most sought-after funds, according to data and industry participants. Private-equity firms, which raise money from such investors and then put it to work in various investment strategies, are generally filling their coffers faster this year from clients. The proportion of private-equity funds that reached or exceeded the maximum amount the firms set out to raise this year is at its highest level since at least 2009, according to a snapshot of funds for which private-equity tracker Preqin has data. Typically, firms put a limit on the size of the fund they are raising, known as a hard cap, at the beginning of the fundraising process. That hard cap generally can’t be exceeded without approval from fund investors. As of Nov. 13, 55% of roughly 280 funds for which Preqin had hard-cap data reached or surpassed that maximum size. Last year, 43% of funds hit or exceeded those limits.

1. US TECH STARTUP FUND
The Future is Now
INVESTMENT MEMORANDUM

2. IM US TECH STARTUP FUND - The Future is Now2 ww.incrowdequity.com l tel +1 646 604 0926
CONTENTS
03 Key Parties
Key Features
04 Background to the Fund’s
Objective:
1. Why US Tech Startups?
2. Technology – The Third
Industrial Revolution
3. Startups – Theory and
Practice
06 The Fund’s Business Model:
1. How the Fund works for
Startups
2. How the Fund works for
Investors
07 Structure of the Fund
Managers and Consultants
09 Investment Structure and
Financial Targets
10 Summary of the
Investment
11 Risk Factors

3. The Fund – ................................................................................... U.S.Tech Startup Fund LP
1521 Concord Pike,Wilmington,
Newcastle,Delaware,USA
Operating Office - .........................................156 2nd Street,San Francisco,CA,94105,USA
General Partner & Advisor – ................. In Crowd Equity Inc., Delaware Registered: 38-3944679
Attorney to the Fund -........................................ Thompson Butler LLP,369 Lexington Avenue,New York,USA
Bankers – ......................................................................................Bank of America,Columbus Circle,New York,USA
Auditor to the Fund –...........................................ProTax Centre Inc.,1312 Kings Highway,New York,USA
KEY FEATURES
The US Tech Startup Fund
G Seeking out the innovative and unique businesses springing up across America – at the rate
of over 500,000 new companies being formed each month
G Focus on Investee companies with potential for achieving profitability within 3 years
G Offices in New York and Silicon Valley
G Focus on new technology applications,services and products
G All investee companies US registered and regulated
G Close advice and professional consultancy support to all investee companies by the Fund
G Maximum of US$250,000 of the Fund’s monies invested in or loaned to any one venture
G Minimum investment in units of US$5,000/£5,000
G Target returns for the Fund to be achieved via dividends,trade sale or IPO
G Total minimum target return of 75% over 5-year anticipated life of the Fund; 15% minimum
annual return
G Investment selections to be made by broad-based and widely experienced Investment Panel
G The general partner is investing $100,000 on the same terms as new investors
KEY PARTIES
IM US TECH STARTUP FUND - The Future is Nowwww.incrowdequity.com l tel +1 646 604 0926 3

4. The Fund’s intention to invest only in American
registered and originated new ventures is based
on several factors.
Firstly,the Fund will rely on the experience,
expertise and contacts of its Sponsor & Advisor,
Fund Manager and additional Consultants,who
are all US-based executives and largely US
nationals – with a coast-to-coast network
between them.
The most important reason,however,is that
America is coming up with most of the
innovation and new technology that the Fund
wishes to invest in.Take,for example,the
advances being made in battery production to
enable electric cars to travel faster and further.
Tesla,the US maker of electric cars and the
leading innovator in this field,has recently
announced a new product line – battery packs
capable of powering individual homes and
rechargeable from solar power.
And the UK’s home appliance entrepreneur,
James Dyson,recently announced a US$15
million investment in a joint-venture with Sakti-
3’s solid state battery technology that will
produce lighter but more powerful batteries.
Sakti-3’s technology could mean electric cars
travel up to 600 miles on one charge and yet be
lighter and more compact than current liquid-
based batteries,and thus also able to provide
more efficient power for small appliances such as
hand-held vacuum cleaners.
Sakti-3 is a US firm,and a spin-off from the
University of Michigan.
On top of examples such as these,the sheer pace
of change in America makes the States the place
to be.In 2013 the US government statistics
showed that more than 540,000 new businesses
were being created each month.That compares
to around 400,000 a year in the United Kingdom.
And the new business creation rate has not
declined since then.This means that despite the
higher failure rate of new ventures in the States,
America provides around 1.3 million successful
new businesses each year compared to around
200,000 in the UK.The scale and scope for
investment in the United States is therefore
considerably higher than in any other western
country.
Technology – The Third Industrial
Revolution
Just read a daily newspaper and you will see how
the Third Industrial Revolution (so named and
identified by economist Jeremy Rifkin in his book
in 2011) is well and truly underway and
accelerating fast.
Barely a day goes by without the announcement
of yet another progressive and positive new use
for drones,further developments in 3-D printing
to revolutionise manufacturing or leaps forward
in battery technology to make electric cars – and
even electric planes – a reality for more of us.
The list of innovations and developments is so
long that we can all be forgiven for taking this
rapid pace of change for granted,or even not
noticing.New technology applications are
coming into our lives at such a rapid pace that it
is hard to take note,and much easier to not think
about.
However,if you want to ensure that your
investment portfolio keeps pace with this new
century of change,you need to stop and think
how all this new technology will impact
companies and ventures in the future – and what
companies and ventures of the‘future’you need
to be invested in right now.
That is the premise on which the US Tech
Startup Fund has been constructed – to look for
and participate in new ventures that will be the
companies and investments of the future,
because as technology changes so will the
sources of wealth creation.And the new
businesses will soon make older ones obsolete.
For example,if 3-D printing techniques allow
people to produce standard manufactured items
in their own homes,where does that leave the
current makers of kitchenware,cutlery,coat
hooks,paper clips et al? And if battery power and
capacity really can be improved to the point that
our homes will be powered by rechargeable
battery packs utilising solar energy (as Tesla’s
Elon Musk asserts),where does that leave the
world’s big power companies? Where does that
leave the value of oil and other fossil fuels?
Answering those questions should tell you what
to sell out of any long-term investment portfolio,
and the US Tech Startup Fund and its managers
and advisers will undertake the task of
identifying some of what to buy for the future.
The Fund does not and will not claim to be
harnessing the whole power of the Third
Industrial Revolution,but rather that the Fund
will be there to participate in it on behalf of
sophisticated private investors.
WHYUSTECHSTARTUPS
Background to the Fund’s Objective:
www.incrowdequity.com l tel +1 646 604 0926IM US TECH STARTUP FUND - The Future is Now4
In making an
investment
decision, investors
must rely on their
own examination
of the Fund and
the terms of the
offering, including
the merits and
risks involved
“
”

5. Anyone who has read Peter Thiel’s book‘Zero to
One - Notes on Startups’,will have been struck by a
very pertinent comment on‘perfect competition’:
“In perfect competition a business is so focused
on today’s margins that it can’t possibly plan for a
long-term future.Only one thing can allow a
business to transcend the daily brute struggle for
survival:monopoly profits.”
Thiel makes many more insightful comments
about competition,all of which point to the same
conclusion:that competition destroys value.Thus,
from a business and investment perspective,the
need is to identify businesses that have little or
no competition,and this is true for established as
well as new businesses.
The US Tech Startup Fund will look for ventures
that are innovative or unique – attempting to
identify companies and ventures that are
breaking the mould,or perhaps just reshaping it
sufficient to set them above the daily fray of
competition.
Another factor about Startups is that many of
them fail within the first two to three years.In the
UK,for example,government figures reveal that
of the 400,000 new businesses set up in 2012,
20% failed within the first year and only half were
expected to survive beyond 2015.
In the US,the failure rate is even higher and
quicker – 80%“crash and burn”within 18
months,according to Forbes Magazine in
2013.
That year,however,well over half a million
new businesses were being created each
month in the United States – a huge number,
and one that is still growing,such is the
vibrancy of both new technology and
entrepreneurship in America.
Thus,even if 4 out 5 of those new ventures fail,
there are still around 1.3 million successful
new companies being formed each year in the
States.(Based on published US Census Bureau
statistics)
This is why the US Tech Startup Fund is‘US’!
Other entrepreneurs (Peter Thiel is the founder of
PayPal) have useful insights and guidance on why
so many Startup companies fall by the wayside.
Theo Paphitis – owner of Ryman,Robert Dyas and
other UK retailers,and one of the original
Dragon’s Den team – believes so many Startups
fail within two years because their founders
simply failed to do their homework before setting
up the business.
The need to research the market (and
possible/probable competition) is paramount
before beginning any new venture,and certainly
before investing in one.
Yet there is much more to turning good ideas
into successful companies,and the Dragon’s Den
approach offers other insights into essential
factors in entrepreneurial success:active,
participating investors and good communication.
In his article for Forbes Magazine,Eric T Wagner
elaborates on these key themes and set out five
reasons why so many new ventures fail.
1. Not really in touch with customers through
deep dialogue. An amazing thing happens
when an entrepreneur sees a potential
opportunity in the market,or dreams up a
new idea for a product/service:they retreat to
a cave.In my experience,this is the worst
move an entrepreneur can make because
complete understanding of your customer is
imperative to your success.
2. No real differentiation in the market (read:
lack of unique value propositions). Plenty
of noise and chaos for those without
uniqueness fighting for the bottom scraps.
Most times this is a slow killer of businesses.
Barely hanging on,entrepreneurs with some
customers and some revenue skimp along for
months or even years.
3. Failure to communicate value propositions
in clear,concise and compelling fashion.
Many entrepreneurs work hard to discover a
point of differentiation then blow it because
they do not communicate their message in a
clear,concise and compelling manner.
4. Leadership breakdown at the top (yes —
founder dysfunction). Self-sabotage
through extremely poor decision making and
weak leadership skills.I have never once met
an angel or venture capital investor who
doesn’t investigate the character of a founder
and his/her team before whipping out their
checkbook.
5. Inability to nail a profitable business
model with proven revenue streams.
Startups need to move swiftly without
spending tons of cash to figure out their
secret sauce.Using tools and methodologies
such as Minimum Viable Products,Lean
Marketing and Experimentation is critical.
For the US Tech Startup Fund,ensuring that
these pitfalls are avoided will be a priority,and
consultants and advisors to the Fund will be
active in keeping founders and managers of
investee companies safe from these dangers.
STARTUPS–THEORYANDPRACTICE
www.incrowdequity.com l tel +1 646 604 0926 IM US TECH STARTUP FUND - The Future is Now 5
Investors are
offered, through
this IM, the
opportunity to
invest in the US
Tech Startup Fund
by subscribing for
Units/Shares
("Units")
“
”

6. How the Fund works for Startups
The Fund expects to provide selected Startup
companies with up to US$250,000 of seed
capital,with total investment in any one such
Startup not less than US$100,000.Capital will be
provided via equity and/or loan funds,or a mix of
both,according to the needs and targets of
individual investee companies.
Provision of capital will be fully contracted in line
with best practice in the venture capital arena,in
terms of safeguarding the interests of both sides.
Where possible,monies from the Fund will be
secured against assets,including intellectual
property and marketing/branding rights.
In addition,the Fund will provide sustained
consultancy support to investee companies,and
has hired specialist consultants to fulfil such roles
– Martha Xiang and Ruchita Mehta as of the date
of this Memorandum:details of their experience
and credentials are given later in this document.
Other such specialist support for investee
companies may be hired as the Fund and its
operations grow.
The primary aim of the Fund is to ensure that
businesses selected for investment have every
possible help in achieving their goals,and the
Fund’s investment targets.
Notably,the Fund will focus on investing only in
ventures which have both the prospect and
target of reaching profitability within a maximum
of three years.Business plans and projections will
be examined and vetted thoroughly by the Fund.
How the Fund works for Investors
The US Tech Startup Fund aims to attract up to
US$2.5 million for onward investment into
carefully selected new ventures that have the
prospects of medium to long-term profitability
and value return.
All investee companies will be registered in the
United States,and subject therefore to US
regulation on the operation of private companies
and their equity,solvency and conduct.
In Crowd Equity Inc.(ICEI),as General Partner &
Advisor to the Fund,expects to initiate a series of
funds after each is fully invested,thereby ring
fencing risk within each fund and allowing
steady growth of the management team to
handle the whole investment portfolio.
Minimum investment into the Fund is
US$5,000/£5,000.There is no maximum for
accredited or sophisticated investors.
Charges will be 1.5% annual management fee
plus 10% of annual performance fee based on
the increase in the net asset value of the fund.
ICEI believes value for investors will be
crystallized within five years via investee
companies moving to IPO,trade sale and/or
strong revenue stream to allow dividend
payments.Whilst not all selected ventures will
succeed,ICEI remains confident that its selection
and support processes will ensure sufficient
investee companies will prosper and thereby
provide significant value gains for the Fund’s
investors.
Founders of the Fund are targeting a 40%
success rate – i.e.,that 4 out of 10 new ventures
selected will provide profits on investment.This is
higher than the general level of US new business
successes,but lower than the success rate in the
UK.However,investors should bear in mind that
the general‘new business fail’rates referred to
earlier in this document cover all new Startups,
rather than specifically new technology Startups
on which the Fund will focus.
Furthermore,the Management of ICEI is strongly
focused on realistic and sound initial valuation of
investee companies and their
prospects/potential,and has been critical
publicly of inflated valuations of various Startup
ventures in the technology and other
commercial sectors.
HOWTHEFUNDWORKSFORSTARTUPS
The Fund’s Business Model
The list of
innovations and
developments is so
long that we can
all be forgiven for
taking this rapid
pace of change for
granted, or even
not noticing
“
”

7. Careful selection of investee companies is the
central focus of the US Tech Startup Fund.As a
result,all selected investments will be scrutinised
by an Investment Panel comprising the
independent Fund Advisor,a Panel of
experienced entrepreneurs and advisors.The
Panel will have the ability to co-opt any further
members with specialist knowledge and
experience pertinent to their discussions and
research.
The Investment Panel is expected to meet at least
once a month,and include a minimum quarterly
review of the Fund’s progress as well as regular
(monthly-quarterly) reviews of investee
companies.
All investments will be held directly by and
contracted to the Fund.All employees,
consultants and associates of the Fund will be
required to disclose any and all interests or
connections to prospective investee companies,
so that any possible conflict of interest can be
properly assessed and handled by the
Investment Panel as a whole.
The Investment Panel will authorise regular
updates for investors to be issued,to include
progress reports on individual investee
companies and monies invested.
General Partner and Advisor - In
Crowd Equity Inc.
In Crowd Equity Inc.was formed earlier this year,
after considerable thought and planning by its
founders.The Company has three key objectives:
1. better quality opportunities that have a
greater chance of success
2. exposure to opportunities from exciting
markets such as the US and
3. excellent customer service for members
The ICEI service includes the following -
1. Online personal account for each member
2. Account manager allocated to every member
3. Membership card which allows for,among
other things,entry to our Dragon’s Den/Shark
Tank style events up and down the country
4. Opportunity to meet companies through
regular networking events
5. Management team of entrepreneurs and
angels
6. Ongoing support and monitoring of
investments
7. Investment committee requiring extensive
due diligence
8. A focused selection of opportunities – no
more than 4 at any one time
9. Lowest fees in the market place
10. Management invests in all the companies
featured
The Investment Panel
Founders/Sponsors
Robert Haslem – Co-founder CEO of ICEI
Robert has worked in corporate finance and fund
management for a number of small boutique US
broking firms after an extensive career with JP
Morgan,Barclays Capital and Bank of America
Merrill Lynch.He saw the potential of the crowd
funding model and helped co-found In Crowd
Equity with the objective of combining some of
the best elements of crowd funding with
traditional stock broking.His contacts in the
small cap market including Startups will allow In
Crowd Equity access to some of the best deals on
the market.
Mark Wilcox – Co-founder Investment
Executive ICEI
Mark started his career in business as an
accountant in the UK.He went on to co-found his
own stock broking business specializing in pre-
IPO opportunities,structured products,
international property and a chain of financial
advisors with over US$500m under management.
After selling his stake in the company he went on
to fund seven Startup companies which went on
to float on the UK LSE.Mark is based in New York
but regularly travels back to London where he
has an extensive network of contacts in the SME
market.
Additional Members of the Investment Panel
Miles Rose
Board Member World Wide Web Artists
Consortium (WWWAC) 1998-1999.Founder
WWWAC Business Special Interest Group,
"BIZSIG".Member NYNMA 1997-1999.Founding
member of Federation of International
Multimedia Associations (FIMA).Industry speaker
at Internet World.and numerous other industry
events.Guest lecturer at NYU.Named to Silicon
Alley Top 100 list of 100 most influential Silicon
Alley professionals by Silicon Alley Reporter
Magazine,received Mayor of New York's citation
for hosting WWWAC BizSig meeting during
Internet World which featured Nathan Myhrvold,
former CTO of Microsoft and previewed the
video,"Why New York Works for New Media"...
Sandeep Malviya
An experienced Tech entrepreneur who has
founded and funded a number of tech Startups
including www.gameloft.com;VonageMobile,
www.opendrive.com; www.movielala;www.spreeify;
www.muthootfinance.com.He has a degree in
computer science,a post graduate diploma in
Computer Application and an MBA.
Deborah Bussiere
Has enjoyed a successful 15-year career on Wall
Structure of the Fund – Managers and Consultants
IM US TECH STARTUP FUND - The Future is Nowwww.incrowdequity.com l tel +1 646 604 0926 7
In perfect
competition a
business is so
focused on today’s
margins that it
can’t possibly plan
for a long-term
future. Only one
thing can allow a
business to
transcend the daily
brute struggle for
survival: monopoly
profits
“
”
THEINVESTMENTPANEL

8. Street,including working at UBS (as a founding
member and director of marketing and sales of
the Alternative Investment Group),and Morgan
Stanley.More recently she spent eight years in
high level consultancy roles at EY (formerly Ernst
& Young),including as Chief Marketing Officer.
Aditya Narayan
Technology entrepreneur.Co--founder of
TurnToTech,an online education company in NYC
focused on technology education -- specifically
mobile,cloud and data science.Within 12
months,TurnToTech has become the country’s
leading destination for aspiring mobile
developers.
Advisors to Investee companies
Martha Xiang
For the past three years,she has been employed
in the technology investment banking division of
BofA Merrill Lynch.
Ruchita Mehta
She is a market research and consumer insights
specialist and a dynamic entrepreneur with her
own Startup businesses.She already has
extensive experience in providing consultancy
support to a number of US Startup companies.
ADVISORSTOINVESTEECOMPANIES
8
The Fund will
focus on investing
only in ventures
which have both
the prospect and
target of reaching
profitability within
a maximum of
three years
“
”

9. By nature,the US Tech Startup Fund is high risk
and speculative,and failure rates amongst new
businesses are notoriously high in the US.
However,the Founders and Advisors of the Fund
believe the application of rigorous research on
the marketability and potential profitability of
individual ventures,plus ongoing consultancy
support and assistance to investee companies
can:
1. Reduce failure rates to a maximum of 6 out of
10 ventures;
2. Maximise potential returns to the Fund.
Furthermore,with the Fund’s constant focus on
value and limited exposure (not above 10% of
the Fund’s assets) in any one investment,the
Founders and Managers of the Fund are
confident of achieving high annual double-digit
gains for the Fund and its investors over the
envisaged 5-year time frame for the Fund.
Focus also on the new technology arena gives
the Fund the opportunity to spread its
investments across a broad range of activities –
from service and retail applications to new
products and industries.
In the view of the Sponsors & Advisors,the broad
experience and contacts of the Investment Panel
itself also affords the Fund access to a wide range
of potential investments.
Whilst no exact financial projections can be
made on behalf of the US Tech Startup Fund,
the Sponsors & Advisors have a minimum target
of increasing the value of the Fund (to include all
capital and income payments) by not less than
75% by 30th June 2021,giving a target annual
rate of return of not less than 15%.
In the view of the Geberal Partner and Advisors,
such a target is both reasonable and highly
conservative against a background in which even
as yet unprofitable tech companies are being
valued at many billions of dollars – viz.Spotify,
the music streaming service which,at the date of
this document,is expected to raise another
US$400 million in working capital giving the
whole business a price tag of over US$8 billion.
Über recently completed a fund raising,which
valued the business at $40bn.
Investment Structure and Financial Targets
IM US TECH STARTUP FUND - The Future is Nowwww.incrowdequity.com l tel +1 646 604 0926 9
The broad
experience and
contacts of the
Investment Panel
itself also affords
the Fund access to
a wide range of
potential
investments
“
”

10. The US Tech Startup Fund will issue 2.5 million
units at US$1 each to raise up to US$2.5 million
for equity and/or loan investments in new
ventures engaged in new technology
applications,services and products.
All investee companies will be US registered and
subject to US regulation on the operation of
private companies and their equity,solvency and
conduct.
• Investee companies must target
profitability within 3 years
• Close advice and professional consultancy
support to all investee companies
• Maximum of 10% of the par value of the
Fund invested in any one venture
• Minimum investment in units of
US$5,000/£5,000
• Target returns for the Fund via dividends,
trade sale or IPO
• Total minimum target return of 75% over
5-year anticipated life of the Fund; 15%
minimum annual return
• Investment selections to be made by
broad-based and widely experienced
Investment Panel
The Fund is open only to accredited,
sophisticated investors and High Net Worth
Individuals.
Summary of the Investment
The broad
experience and
contacts of the
Investment Panel
itself also affords
the Fund access to
a wide range of
potential
investments
“
”

11. IM US TECH STARTUP FUND - The Future is Nowwww.incrowdequity.com l tel +1 646 604 0926 11
In addition to the other relevant information set out in this document, the following specific factors should be considered carefully when evaluating whether to make
an investment in the Fund. If you are in any doubt about the contents of this document or the action you should take, it is strongly recommended that you consult a
professional advisor authorised under the UK FSMA who specialises in advising on investment in funds, shares and other securities.
The Directors believe the following risks to be the most significant for potential investors. The risks listed, however, do not necessarily comprise all those associated
with an investment in the Fund and are not intended to be presented in any assumed order of priority. In particular, the Fund’s performance may be affected by
changes in legal, regulatory and tax requirements in the UK and/or United States, as well as overall global financial conditions, technology failures and unforeseen
and competing developments in technology. Investors from other jurisdictions are responsible for their own tax situation.
NOT SUITABLE FOR ALL READERS OF THIS DOCUMENT
This Fund may not be a suitable investment for all reviewers of this Invitation.
NON-TRANSFERABLE STATUS
The Fund’s Units are not transferable or negotiable on the capital markets and no application is to be made for the Fund to be admitted to listing or trading on any
market. However, it is the intention of the Fund’s directors to seek a listing on a recognised exchange in due course. Options are available, and the directors will
consider each alternative, observing listing costs involved and ongoing costs, and make the decision accordingly. There is no guarantee the Fund will list on a recog-
nised investment exchange.
ILLIQUID INVESTMENT
Investment in an unquoted security of this nature is speculative, involving a degree of risk. It will not be possible to sell or realise the Fund’s Units until they are repaid
by the Fund at redemption date, or to obtain reliable information about the risks to which they are exposed.
NO CERTAINTY OF REPAYMENT
The Fund’s Units are an unsecured form of shareholding. Whilst considered highly unlikely, there is no certainty or guarantee that the Fund will be able to repay the
initial investment in full. If the Fund were to become insolvent, there is a risk that (a) some or all of the nominal value of the Units will not be redeemed, and (b) some
or all of returns due on the Units will not be paid.
MACRO-ECONOMIC DETERIORATION
Any downturn in the macro-economic environment might negatively affect the demand for any kind of commercial project, thereby limiting the Fund’s ability to perform.
NO FINANCIAL SERVICES COMPENSATION SCHEME
Fund Units are not covered by the UK Financial Services Compensation Scheme.
BUSINESS MODEL
The Fund is only recently incorporated and has not commenced investment or trading.
GEARING
The projects in which the Fund invests or against which the Fund may borrow may fail. The use of gearing creates special risks and may significantly increase the
project’s investment risk. Gearing creates an opportunity for greater yield and total return but, at the same time, will increase the project’s exposure to capital risk.
Any investment income and gains earned on investments made through the use of gearing that are in excess of the costs associated therewith may create gains.
Conversely, where the associated costs are greater than such income and gains, it may create losses.
The foregoing factors are not exhaustive and do not purport to be a complete explanation of all the risks and significant considerations involved in investing in the
Fund’s Units. Accordingly and as noted above, additional risks and uncertainties not presently known to the Directors, or that the Directors currently deem immate-
rial, may also have an adverse effect on the Fund’s business, investments and prospects.
INVESTORS SHOULD SEEK THEIR OWN TAX ADVICE
Investors should also take their own tax advice as to the consequences of owning Fund Units as well as receiving yield returns from them. No representation or war-
ranty, express or implied, is given to investors as to the tax consequences of their acquiring, owning or disposing of any Fund Units and neither the Fund directors nor
administrators will be responsible for any tax consequences for any such investors.
POTENTIAL CONFLICTS OF INTEREST
The Fund Manager will use their best efforts in connection with the purposes and objectives of the Fund to avoid any and all potential conflicts of interest in regard to
directors, advisers, partners and contractors.
INVESTMENT RISK
Valuation of any individual project or investee company is inherently subjective and uncertain and relies on the expertise and experience of the Investment Commit-
tee collectively. As a result, valuations are subject to uncertainty. Moreover, all valuations are made on the basis of assumptions on market potential, technical effi-
cacy and development costs, any or all of which may not prove correct. Investments in new technology in general are subject to various broad risks, including but not
limited to adverse changes in economic conditions, adverse local market conditions, the financial conditions of partners, suppliers and advisers, changes in compet-
ing technology, changes in availability of debt financing, changes in interest rates, property tax rates and other operating expenses, environmental laws and regula-
tions, zoning laws and other governmental rules and fiscal policies, environmental claims arising in respect of property acquired with undisclosed or unknown
environmental problems or as to which inadequate reserves had been established, energy prices, changes in the relative popularity of property types and locations,
risks due to dependence on cash flow, risks and operating problems arising out of the presence of certain construction materials, as well as acts of God, acts of ter-
rorism, result of war, uninsurable losses and other factors which are beyond the control of the Fund and its directors. These risks, either individually or in combination
may cause either a reduction in the income or an increase in operating and other costs which may materially affect the financial position and returns of specific in-
vestments and the Fund generally.
Risk Factors

12. OPERATIONAL RISK
Provides another major category of risk for investors, in that the Fund and its directors and management may prove unable to meet their commercial targets or fulfil
the outlined business plan and model, or that events/performance/liability of any one investee company may have a detrimental effect on the overall performance of
the Fund.
COUNTERING RISK
The Fund’s Board and Advisers have an abundance of experience in new ventures, Startups and new technologies, and a network of specialist and experienced peo-
ple. The age range of the directors and Advisers also indicates that the Fund will be able to tap into all levels of new and developing technology across a broad spec-
trum of commercial and business activities.
INVESTMENT
Investments will be made only where management believe that investee companies have the potential and intention to achieve profitability within the set target time-
frame, and also have the ability to manage and develop their cash flows and development budgets in a professional and prudent manner.
Individual investments will be properly investigated before being concluded, with full due diligence on all commercial and technical aspects of each project and in-
vestee company, and that all directors, managers and senior staff of investee companies are fit and proper persons within the terms of any applicable legal, regula-
tory and professional standards.