Illiquidity
The Fund is closed-ended for a five-year term with no redemption rights. The Fund's underlying private company investments are themselves highly illiquid and realisation depends on liquidity events that may not occur within the Fund term. Investors should be prepared to hold for the full term and may be unable to access their capital prior to a realisation event.
Valuation / mark-to-model
Private company investments are inherently difficult to value. The NAV and Unit price reflect estimated fair values derived from the most recent primary round, comparable transactions, or other methodologies involving significant judgment. Valuations may be stale between funding rounds, may rely on third parties without independent verification, and may differ materially from amounts ultimately realised on exit. Reported NAV may overstate value in periods of market stress.
Secondary market discount / premium
Prices paid in secondary transactions reflect the negotiated agreement of the parties at a point in time and may represent a discount or premium to the most recent primary round valuation. Either reference point may prove to be an inaccurate measure of underlying value, and the Fund may realise positions at prices materially below entry price or carrying value. Secondary pricing dynamics may also reverse in stressed markets.
Foreign exchange
The Fund's investments are predominantly denominated in US dollars and currency exposure will not be hedged. Movements in the AUD/USD exchange rate will directly affect the AUD value of the Fund's assets and the returns received by AUD Class investors, independently of the underlying performance of portfolio companies. A depreciation of the USD relative to the AUD will reduce AUD returns.
Sector concentration
The Fund is constructed as a concentrated portfolio of approximately 10–15 positions with exposure focused on the AI and information technology sectors. Sector-specific events – including technology disruption, regulatory change, shifts in investor sentiment, or competitive dynamics – may disproportionately affect Fund performance. Investors should be prepared for higher volatility than diversified strategies and should not rely on diversification to mitigate sector risk.
ROFR and access
The Fund's strategy depends on continued access to high-quality secondary opportunities, including via Direct, Agents, GP Funds and/or Right of First Refusal (ROFR) allocations sourced through the Investment Manager's US partner network. Portfolio companies and existing shareholders commonly hold ROFR rights over share transfers; the exercise of those rights, the loss of access relationships, or transfer restrictions and required approvals may prevent the Fund from completing intended investments on agreed terms, or at all.
Capital loss
The Fund invests in private companies whose value may rise or fall significantly, and a portfolio company may fail entirely. There is no guarantee that the Fund's target returns will be achieved. Target Net IRR and target Net MOIC are not forecasts or guarantees, past performance referenced in this IM is not indicative of future Fund performance, and investors may lose all or part of their invested capital.
Key person
The performance of the Fund is materially dependent on the continued involvement of the Investment Manager's key investment principals, who lead deal sourcing, US origination and ROFR access relationships, due diligence, and investment decision-making. The departure, death, incapacity, or prolonged unavailability of any one of these individuals could materially and adversely affect the Fund's ability to execute its strategy and generate returns.