Important warning
1. This Fund invests in private equity units which is suitable for a long-term investment horizon (approximately 10-12 years)
2. The Fund has a policy to focus investment in private equity without investment limit through investing in a PE Trust named Finnoventure Private Equity Trust I to invest in the form of venture capital (VC) in startup businesses of domestic and overseas non-listed private companies which is different and exposed to greater investment risks as compared to general mutual funds as well as having low liquidity.  Investors could lose their principals or earn lower-than-expected returns.  This Fund is therefore suitable only for investors who have proper understanding about this type of securities and are able to accept high level of investment loss.
3. This Fund has limited liquidity since it is not available for daily trading like other general open-ended funds.  The fund can only be automatically redeemed periodically throughout the life of the project at the Fund Manager’s discretion and upon reaching the maturity of approximately 12 years.
4. This Fund has a project life of 12 years but may be dissolved earlier if the Trust Manager makes a discretionary decision to terminate the PE Trust.  Investors cannot redeem the investment units of the Fund within such period.
5. This Fund has high sector/ country concentration risk. So, it may have risk and price volatility higher than general mutual funds with diversification in several industries.  Investors should consider their won risks and risk diversification of portfolio and understand the information in the Fund Prospectus before making investment decision.
6. There may be any of the investors in the PE Trust that is a defaulting investor who fail to pay the committed capital, resulting in the investment of the PE Trust not in accordance with expectation or loss of investment opportunity as well as the incurrence of expenses pertaining to litigation, claims against damages caused by such investor, etc., which consequently affect the returns of the PE Trust.
7. In the case where the PE Trust is unable to dispose of assets or withdraw from investments at the desired time or pricing to repay the principals and/or returns to the Funds within an appropriate timeframe or within the life of the Fund, it may cause investors to lose their principals and the expected returns.
8. Upon maturity of the project, if the PE Trust is unable to dispose of or withdraw from the investments in all invested businesses, the Trust Manager or the appointed Liquidator may repay the investment capital to the investors in other assets than cash based on the prevailing fair prices or market prices, which may result in the investors encountering a loss or losing the investment principals.  Meanwhile, the Trust Manager or the appointed Liquidator may at their discretion dispose of the remaining assets to a special-purpose vehicle established and controlled by the Trust Manager or related business at fair prices or market prices or dispose of the securities to any other persons, which may result in the investors encountering a loss or losing the investment principals.
9. The PE Trust may increase the subsequent closings and accept additional subsequent closing investors in the future as well as allowing investors of the previous closings or the prior investors to increase their investment capital in accordance with the provisions of the Trust Deed and at the discretion of the Trust Manager.  Such subsequent closing investors shall participate in the investment portfolio of the PE Trust and share the expenses incurred before the admission of subsequent closing investors proportionally to their investment capital.  The calculation of investment allocation in the PE Trust and additional expenses (if any) shall be made by the Trust Manager. Such increase of subsequent closing investors and investment capital may cause the investment proportion in the PE Trust of the prior investors change accordingly and lead to a decrease in the preferred returns.
10. There may be any of the investors in the PE Trust that is a defaulting investor who fail to pay the committed capital, resulting in the investment of the PE Trust not in accordance with expectation or loss of investment opportunity as well as the incurrence of expenses pertaining to litigation, claims against damages caused by such investor, etc., which consequently affect the returns of the PE Trust.
11. Some of the investors in the PE Trust may be an excused investor who is excused from making the capital contribution that would otherwise be required or excused from reinvesting the portion of money distributed for repayment as agreed if there is any reasonable grounds to believe that:
The investment of that investor may result in significant negative impact on himself and such investor has declares his intention in writing and completely act in compliance with the provisions of the Trust Deed;
The Trust Manager has any reasonable grounds to believe that the investment of any investor, be it the whole or partial investment or such investor, may result in significant negative impact or cause the following circumstances: 1)   The PE Trust is unable to make investment or accomplish any operations; or 2) it leads to increasing risks and hindrances to the investment or any operation of the PE Trust; or 3) it generates liabilities regarding taxation and any related rules and regulations for the PE Trust, the target business to be invested, any other investors, or subsidiaries; or 4) it incurs additional expenses significantly.
The existence of an excused investor may result in change to the process of making a capital call and the investment ratio of other investors in the PE Trust.  However, the capital call shall not exceeding the committed capital.
12. During the early period of establishment of the PE Trust, the realization value may be lower than the initial investment value due to the impacts of fees and expenses relating to the establishment and operations.  In addition, the PE Trust is at the early period of the investment cycle, the valuation of the invested project is in accordance with the existing industrial standards.  While such industrial standards aim to provide the information about the real and fair value of the invested project at any point in time, the actual market value of a private equity investment will be obtained when there is a disposal of or withdrawal from such investment.
13. The PE Trust may repay the capital contributions to the investors if such capital contributions have not been used for investment or the capital contributions is higher than needed due to whatever reasons.  The repayment shall include the capital plus the interests calculated based on the savings deposit rate of Krungsri Bank at the time of repayment or any other interests incurred, deducted by the expenses of the PE Trust during the commitment period.  Such repayment of capital contributions may result in investors receiving lower-than-expected returns.
14. The PE Trust shall set aside a reserve fund for management, making additional investment, making payment for any expenses or obligations, or for any other lawful purposes whereas KFFVPE-UI shall also set aside a reserve fund for payment of fees and expenses or other obligations.  Such reserve funds will have an impact on the investment capital and the cashflows that the investors will receive gradually throughout the life of the Fund, and may result in the investors gaining lower returns than in the case where no reserve fund is set aside.
15. The PE Trust may use the money to be distributed to the Fund to make reinvestment or pay the expenses of the PE Trust or to fulfil any other lawful purposes.  Therefore, the Fund may not receive the repayment of principals and interests within the timeframe and at the rate of return as expected.
16. The PE Trust may distribute the capital contributions and the interests thereon to the Fund in other securities than cash, unless the Fund has declared its intention to the Trust Manager to receive the repayment of principals and interests in cash only.  The Trust Manager shall exert the maximum effort to sell the securities at reasonable prices in order to repay the money to the investors and such sale of securities shall be made at fair market prices.  In the case where the securities are sold to a third party, the trust Manager shall exert the maximum effort to sell the securities at the best available prices.  However, it is not guaranteed that the securities have been sold at the best prices.  In addition, the investors shall pay any expenses incurred from such sale of securities.
17. Possibility of Conflicts of Interest

• This Fund has a policy to invest in the private equity units of Finnoventure Private Equity Trust I which has Krungsri Finnovate Company Limited as the Trust Manager and Krungsri Asset Management Company Limited as the Fund Manager.  Both Krungsri Finnovate Company Limited and Krungsri Asset Management Company Limited are subsidiaries of Bank of Ayudhya Public Company Limited.
• Krungsri Finnovate Company Limited as the Trust Manager of Finnoventure Private Equity Trust I may invest in startups or other securities or assets for Krungsri Finnovate Company Limited, similar to the case that Krungsri Finnovate Company Limited as the Trust Manager will invest in startups or other securities or assets for Finnoventure Private Equity Trust I.
• Krungsri Finnovate Company Limited as the Trust Manager of Finnoventure Private Equity Trust I may invest in startups or other securities or assets for Krungsri Finnovate Company Limited, similar to the case that Krungsri Finnovate Company Limited as the Trust Manager will invest in startups or other securities or assets for Finnoventure Private Equity Trust I.
• Krungsri Finnovate Company Limited as the Trust Manager may invest in or enter into derivatives agreements for Finnoventure Private Equity Trust I in the target businesses or startups that are related directly or indirectly to the Trust Manager or subsidiaries under Bank of Ayudhya Public Company Limited Group .
• Krungsri Finnovate Company Limited (the Trust Manager) may have warehoused investments in the target businesses or startups which may conform to the investment objective and strategy of the PE Trust before the closing of investment, and the Trust Manager may transfer such investments to the PE Trust before or after the closing of investment by deeming that such warehoused investments are the capital contribution of the Trust Manager.  The value of the warehoused investments which are transferred to the PE Trust shall be equivalent to the fair value of the warehoused investments plus a premium specified by the Trust Manager which includes the fees and charges incurred from the purchase, holding, and transfer of such warehoused investments according to the good industry practice.
• The Trust Manager may arrange for a co-investment in the same target businesses as the PE Trust to be participated by other investors or the third party.  Such co-investment may enter into or withdraw from investment at the same time or through the same manner or method as the PE Trust.  The investment value, expenses, and obligations shall be allocated to the co-investors in proportion to the investment capital of each co-investor.
• Upon occurrence of any of the following events, whichever is earlier, 1) the investment period ends; 2) 80% of the mobilized funds have been used for investment, or called for payment, or reserved for investment, including consequential investment, or for covering the expenses of the Trust; or 30 60% of the total investment capital have been used for investment; or 4) the Trust terminates and the Trust Manager may receive the management fee or consultant fee  in any other investment pattern or any account other than the management fee for acting as the Trust Manager of the PE Trust which may have significant conflicts of interest in the investment objective.
• The PE Trust has assigned a relevant subsidiary company within the group to carry out asset valuation of the target businesses or assets invested by the PE Trust.
• The service providers, agents, securities brokers, or any persons appointed to provide any services including their related persons (each of whom referred to as a “Stakeholder”) may enter to establish a connection with the investment or activities of the PE Trust or the Fund.

Such actions may cause conflicts of interest which the investors of the Fund has acknowledged and given consent to such actions.  Besides, the Fund is unable to guarantee that the return on investment of Finnoventure Private Equity Trust 1 is similar or the same as the return of any other investments that the Trust Manger is an unlimited partner or perform the duty of a trust manager or provides advice, or act as a consultant, or provide any other services.

• Krungsri Finnovate Company Limited (KFIN) and Bank of Ayudhya Public Company Limited (BAY) are separate entities.  KFIN is independent in undertaking operations and making business decisions.  In the case where KFIN invests in a target company that is a debtor of BAY or has direct or indirect connection with BAY, KFIN as the Trust Manager shall make investment decision by putting priority on the benefits of the investors and shall consider the investment in accordance with the investment policy and objective of the PE Trust and at the reasonable price in line with the market price, and ensure that such transaction shall generate the best benefits for the PE Trust under the prevailing circumstance.
• The directors, management, and employees of the Management Company may invest in KFFVPE-UI.  In this regard, the Management Company shall control and supervise the investment of its directors, management, and employees to ensure compliance with the staff dealing rule.  In addition, the directors, management, and employees of the Trust Manager may invest in KFFVPE-UI, which the Trust Manager shall oversee such investment by putting investors first)
• In the case where a transaction in which conflicts of interest exist will be carried out, the Trust Manager and/or the Management Company shall take into consideration the best benefits of the investors or the necessity and benefits of the clients under the prevailing circumstances, and provided that such transaction is a customary commercial practice similar to an arm’s length transaction.  In this regard such transaction shall be carried out in compliance with good industry practice or the fiduciary duty obligations of professionals.
• The Management Company has established policies, work systems, and measures for the prevention and management of the conflicts of interest in business operations and supervise the overall operations to ensure that its directors, management, and personnel perform their duties in strict compliance with such policies/work systems/measures.

18. Due to the constraints, conditions, or any other reasons concerning taxation, laws, relevant rules and regulations, the Trust Manger or the related businesses may have set up any form of parallel vehicle for any investor or to set up the procedures, structure, and investment approach of an alternative vehicle other than the FE Trust in order to invest in the same target business as the PE Trust. The investment through a parallel or alternative vehicle shall be controlled and managed by the PE Trust or the related business and in accordance with the statements of establishment which have the main contents in line with the Trust and the Trust Deed.  The Trust Manager shall distribute the returns, income, including expenses arising from investment of the PE Trust and that of the parallel vehicle and the investment made through an alternative vehicle in proportion to the investment amount and at the discretion of the Trust Manager.  In this regard, the Fund cannot give an assurance that the returns on investment of Finnoventure Private Equity Trust I will resemble or be identical to the returns derived from parallel or alternative investment or the allocation of investment and the expenses incurred will be equitable.
19. The Trust Deed may be altered, modified, or amended which is in accordance with the provisions stipulated in the Trust Deed which may have an adverse impact on the Fund and the Unitholders.
20. Krungsri Asset Management Company Limited as the Fund Manager of KFFVPE-UI does not involve in the management of the PE Trust, the decisions to enter into or withdraw from investments, carry out any property management, and terminate the PR Trust are made in accordance with the discretion of the Trust Manager who has knowledge, competence, and experience in private equity investment.  However, the investors acknowledge that the PE Trust shall not guarantee that the exercise of discretion by the Trust Manager will enable the PE Trust to generate favorable returns on investment.
 
 Disclaimers

• The Fund may invest in non-investment grade and/or unrated debt instruments and/or unlisted securities.  The investors may have higher risks of not receiving the repayment of principals and interests.
• The Fund and/or PE trust may enter into currency hedging agreement at the discretion of the Management Company and/or the Trust Manager which may involve transaction costs, causing the overall returns of the Fund to decrease as a result of such transaction costs.  And in the case where no currency hedging agreement is made, the investors may encounter foreign exchange gains or losses or receive a lower return than the initial investment amount.
• PE trust may invest in or hold derivatives agreements for the purpose of efficient portfolio management and the Fund may invest in structured notes.  Since investment in derivatives requires less money than direct investment in underlying securities and hence involves higher profits/losses from investment, the Fund is therefore exposed to higher investment risks than general mutual funds that invest directly in the underlying securities.
• Krungsri Asset Management Co., Ltd. (“The Management Company”) believes the information contained in this document is accurate at the time of publication but does not provide any warranty of its accuracy. 
• Please study fund features, performance, and risk before investing. Past performance is not an indicative of future performance. This Fund is High Risk or Complex fund, investors should seek advice before making an investment decision.

For more information or Fund Propectus, please contact:
Krungsri Asset Management Co., Ltd. Tel. 02-657-5757 or any branch of Bank of Ayudhya