Points to Consider Concerning Contributions to Funds

Fees

Investors of the investment partnerships (the “Partnerships”) managed by JAFCO Co., Ltd. (“JAFCO”) will bear the actual organizational expenses up to 0.2% of the commitment amount or the contribution amount as the expenses to be indirectly borne upon the establishment of the Partnerships.

Investors will bear the management fee (up to 2.75% of the commitment amount or the contribution amount) (which includes the custodian fee) as the expenses to be borne during the period in which the investors hold the interests of the Partnerships). Investors may bear the success fee (up to 20% of profit of each business year in accordance with investment performance) and the administrative management fee (up to 0.3% per annum of the aggregate amount of the partnership assets) (which includes the custodian fee). In addition, investors may indirectly bear expenses incurred in connection with operating the business of the Partnership (actual expenses) and indirect expenses related to other funds in which the Partnership invests (different for each fund and so the amount cannot be specified).

The amount of the fees, etc. to be borne by investors is the sum of the fees, etc. described above and their corresponding consumption tax.

Risks

The Partnerships managed by JAFCO mainly invest in shares or other securities issued by domestic or foreign unlisted companies. Unlisted companies have a higher level of management or financial risk than listed companies. As a result, the nature of these companies is such that they are easily affected by changes in the Japanese economy and economic trends, as well as by trends and competitors in the industries. In addition, there is no guarantee that the Partnerships will be able to exit investment positions in the invested business entities through IPO, M&A, etc. Even if the shares of the invested business entities are listed or the invested business entities are subject to M&A, there is no guarantee that the invested funds will be increased and recovered. In addition, because the Partnerships’ invest in securities which have fluctuating prices, such as shares issued by companies that are mainly domestic or foreign unlisted companies, the Partnerships’ investment profits may be affected by price movements of underlying shares or exchange rate fluctuations if the Partnerships invest in shares, etc, issued by foreign companies. Furthermore, the Partnerships’ investment profits may be affected by the change of management or financial conditions of the issuer of the shares, etc. held by the Partnerships and the change of external valuation thereof. Due to such factors, the Partnerships’ investment profits may be adversely affected and the principal contributions may be lost.

Under the terms of the partnership agreements, no partner may transfer their partnership interest to any person without our prior written approval, except in the case of a transfer to any other partners, and therefore the recovery of the contributions may be restricted. For that reason, the price of partnership interest that an Investor plans to transfer may be less than the most recent amount corresponding to the shares in the partnership assets and thus the Investor may suffer loss.

The contribution amounts are non-refundable, except through distributions of the partnership assets as set forth in the partnership agreements. If the partnership assets are to be distributed due to the withdrawal of a partner from any of the Partnerships under the partnership agreements, since the Partnerships invest in unlisted and illiquid shares or other securities, a withdrawing partner may not request a refund of a portion of investments made by the Partnerships that corresponds to such partners’ interest in the Partnerships. A partner that withdraws from any of the Partnerships is only entitled to receive a refund of an amount equal to one half of the amount of the cash and cash equivalent of partnership assets prorated in accordance with its partnership interests. In such cases, the principal contributions may be substantially lost.

Note

The fees and risks above are provided based on a typical Partnership managed by JAFCO. Fees and risks may vary among the Partnerships. When contributing to any of the Partnerships, please be sure to refer, in advance, to the solicitation material of the relevant Partnerships such as documents delivered before the execution of the agreement.

JAFCO Co., Ltd.
Financial Instrument Firm: Director-General of Kanto Local Finance Bureau (Kinsho) No. 1693
Member of Japan Investment Advisers Association, TypeⅡFinancial Instruments Firms Association