One Pager Disclosures
Important Information
Confidentiality. This presentation has been prepared solely for use by you in connection with an existing or prospective investment vehicle (each a "Fund") managed or sponsored by Transpose Platform Management, LLC or its affiliates (collectively, “Transpose”) and shall be maintained in strict confidence. Any reproduction or distribution of this presentation, in whole or in part, or the disclosure of its contents, without the prior written consent of the Fund’s general partner or management company (together with their affiliates, the “Sponsor”) is prohibited. This presentation will be returned to the Sponsor upon request. The existence and nature of all conversations regarding the Fund must be kept confidential.
Governing Documents. This presentation does not constitute a private offering. Each such offering of limited partner interests in the Fund ("Interest"), if any, is restricted to accredited investors and will be prepared in connection with definitive transaction documents (collectively, "Governing Documents"). If any of the terms, conditions or other provisions of the Governing Documents are inconsistent with or contrary to the descriptions or terms in this presentation, the Governing Documents shall control.
Applicable Law. This presentation does not constitute an offer to sell, or a solicitation of an offer to buy, any security in any jurisdiction in which it is unlawful to make such an offer or solicitation. Neither the U.S. Securities and Exchange Commission nor any other federal, state or foreign agency has approved an investment in the Fund. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this presentation. The Interests have not been registered under the U.S. Securities Act of 1933 or any state securities laws or the laws of any foreign jurisdiction. The Fund will not be registered as an investment company under the U.S. Investment Company Act of 1940. Consequently, investors will not be afforded the protections of the foregoing statutes.
Limitations on Information. The information set forth in this presentation does not purport to be complete and unless expressly indicated otherwise, is current as of the date on the cover of this presentation. The Sponsor assumes no obligation to update or otherwise revise the information contained in this presentation, irrespective of any new information that becomes available to the Sponsor or comes to its attention. No undertaking, representation, warranty, or other assurance, express or implied, is made or given by the Fund or the Sponsor as to the accuracy or completeness of the information or opinions contained in this presentation, and no responsibility or liability is accepted by either of them for any such information or opinions. Certain information contained herein has been obtained from other parties. While such sources are believed to be reliable, neither the Fund nor the Sponsor assumes any responsibility for the accuracy or completeness of such information. A prospective investor must rely solely on the terms of, and disclosure of information in, the Governing Documents, the only basis on which subscriptions may be made.
The graphs, charts and other visual aids are provided for informational purposes only and cannot, of themselves, be used to make investment decisions. No representation is made that these will assist any person in making investment decisions and no graph, chart or other visual aid can capture all factors and variables required in making such decisions.
Performance Information and Forward-Looking Statements. In considering the prior performance information contained herein, prospective investors should bear in mind that past performance is not necessarily indicative of future results, and there can be no assurance that the Fund will achieve comparable results. Certain statements in this presentation constitute forward-looking statements. Such forward-looking statements, including the intended actions and performance objectives of the Fund or the Sponsor referenced herein, involve known and unknown risks, uncertainties, and other important factors that could cause the actual results, performance, or achievements of the Fund or the Sponsor to differ materially.
This material may include projected performance summaries of the Fund’s investments. Projections are hypothetical in nature and are shown for illustrative, informational purposes only. They represent potential results based on subjective assessments by the Sponsor of key underlying factors. In calculating any projected returns, the Sponsor has made a variety of estimates and assumptions including, among others, estimates of future operating results, the value of assets and market conditions at the time of disposition, related transaction costs, and the timing and manner of disposition or other realization events. These estimates and assumptions are inherently uncertain and are subject to numerous business, industry, market, regulatory, competitive and financial risks that are outside the control of the Sponsor. Actual operating results, asset values, timing and manner of dispositions or other realization events and resolution of other factors taken into consideration may differ materially from assumptions made by the Sponsor. No representation or warranty is made as to the reasonableness of the assumptions made or that all assumptions used in achieving the returns have been stated or fully considered. Changes in the assumptions may have a material impact on any projected returns presented. Projected returns do not reflect the actual returns of any portfolio and do not guarantee future results.
Subjective Statements. This document includes statements based on the Sponsor’s subjective judgements, beliefs and opinions that are subject to change. Other market participants or third parties may have different views or may reach different determinations relating to the investment thesis as described by the Sponsor.
General Usage. Each reference to “we,” “our,” or other similar plural possessive pronoun used in this presentation shall be deemed to refer solely to the Sponsor as a whole.
Company Names; Logos. The inclusion of any third-party firm and/or company names, brands and/or logos does not imply any affiliation with these firms or companies. Logos are the property of the respective companies and their inclusion does not indicate an endorsement of, or by, the Sponsor.
Significant Risk. An investment in the Fund involves significant risk, volatility, and illiquidity. There is no guarantee that the Fund’s investment objective will be achieved. There is the possibility of loss, and all investment involves risk, including the loss of entire principal.
Performance Metrics and Calculations. Gross IRR of an underlying manager represents the cumulative investment-related cash flows (i) for a given investment for the fund or funds which made such investment, and (ii) for a given fund, in the relevant fund itself (and not any one investor in the fund), in each case, on the basis of the actual timing of investment inflows and outflows (for unrealized investments assuming disposition at the end of the relevant fiscal quarter or other date specified) aggregated on a gross basis quarterly, and the return is annualized and compounded before management fees, carried interest and certain other fund expenses (including interest incurred by the fund itself) and measures the returns on the fund’s investments as a whole without regard to whether all of the returns would, if distributed, be payable to the fund’s investors. In addition, gross IRRs at the fund level differ from those at the individual investor level as a result of, among other factors, timing of investor-level inflows and outflows. Gross IRR does not represent the return to any fund investor.
Net IRR of an underlying manager means the gross IRR applicable to a fund, including returns for related parties which may not pay fees or carried interest, net of management fees, certain fund expenses (including interest incurred or earned by the fund itself) and realized carried interest all offset to the extent of interest income, and measures returns at the fund level on amounts that, if distributed, would be paid to investors of the fund. To the extent that a fund exceeds all requirements detailed within the applicable fund agreement, the estimated unrealized value is adjusted such that a certain percentage of the unrealized gain is allocated to the general partner of such fund, thereby reducing the balance attributable to fund investors. In addition, net IRR at the fund level will differ from that at the individual investor level as a result of, among other factors, timing of investor-level inflows and outflows. Net IRR does not represent the return to any fund investor. Net IRRs are unannualized for funds with an initial cash flow date of less than one year from the reporting date.
Transpose has calculated the since-inception internal rate of return (SI-IRR) and fund metrics using a methodology that is consistent with the calculation requirements of the Global Investment Performance Standards (GIPS®). Transpose does not claim compliance with the GIPS standards. GIPS® is a registered trademark of CFA Institute.
Total Value to Paid-In (TVPI) is a measure used in the evaluation of investment performance, particularly in private equity and venture capital. It represents the ratio of the total value of investments to the total amount of capital contributed by investors. However, it's important to note that TVPI is just one metric among many used in investment analysis and should be considered alongside other factors.
Distributed to Paid-In (DPI) measures the amount of capital distributed back to investors (LPs) relative to the total money contributed. DPI = (Total Distributions to LPs) / (Total Capital Called). DPI doesn't account for the value of unrealized investments.
NAV of Investments is based on assumptions and is calculated primarily on undistributed returns only. NAV does not include carried interest, which is fully described in offering documents and the Firm's Form ADV. Please see prior slide for presentation of net and gross returns. There can be no assurance that Transpose will be successful in obtaining the NAV when liquidating the portfolio.
Date. Disclosures updated as of July 28, 2025.