Symfonie Angel Ventures LP OM Dated 20130715

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Symfonie Angel Ventures, LP 15 July 2013

Name of Investor: _____________________ Copy No.: _____________________

SYMFONIE ANGEL VENTURES,LP

a Delaware Limited Partnership

____________________________________________

PRIVATE PLACEMENT INFORMATION MEMORANDUM

Prague Class 2013 Interests

____________________________________________

15 July 2013

General PartnerSymfonie P2P Investments, LLC

National Corporate Research615 South DuPont Hwy

Dover, DE 19901United States of America

This Private Placement Information Memorandum (hereafter Memorandum) relates to theSymfonie Angel Ventures (the Partnership) and to the Prague Partners 2013 ClassPartnership Interests in the Partnership (the Class 2013 Interests). Prospective Partners areurged to carefully review this Information Memorandum and the related materials and to consulttheir own advisors as appropriate prior to subscribing for Partnership Interests.

THIS INFORMATION MEMORANDUM CONFIDENTIAL. IT IS NOT INTENDED

FOR PUBLIC DISTRIBUTION AND IS NOT AN OFFER TO SELL OR SOLICIT AN

OFFER TO BUY THE PARTNERSHIP INTERESTS DESCRIBED HEREIN.


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Confidential Private Placement Memorandum


PRIVATE PLACEMENT INFORMATION MEMORANDUM


Symfonie Angel Ventures, LP (the "Partnership") is a Delaware limited partnership organized on15 July, 2013 to operate as a private investment partnership. This Private PlacementMemorandum relates to limited partner interests (the "Interests") in the Partnership.

THIS CONFIDENTIAL MEMORANDUM HAS BEEN PREPARED SOLELY FORINFORMATIONAL PURPOSES AND DOES NOT CONSTITUTE AN OFFER TO SELL ORSOLICITATION OF AN OFFER TO BUY INTERESTS IN THE PARTNERSHIP.

THERE WILL BE NO PUBLIC OFFERING OF THE INTERESTS. NO OFFER TO SELL(OR SOLICITATION OF AN OFFER TO BUY) IS BEING MADE IN ANY JURISDICTIONIN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.

THIS CONFIDENTIAL MEMORANDUM IS ACCURATE AS OF ITS DATE, AND NOREPRESENTATION OR WARRANTY IS MADE AS TO ITS CONTINUED ACCURACYAFTER SUCH DATE.

THE PARTNERSHIPS INVESTMENT PRACTICES, BY THEIR NATURE, MAY BECONSIDERED TO INVOLVE A SUBSTANTIAL DEGREE OF RISK.

THE INTERESTS ARE SUITABLE ONLY FOR SOPHISTICATED INVESTORS FORWHOM AN INVESTMENT IN THE PARTNERSHIP DOES NOT CONSTITUTE ACOMPLETE INVESTMENT PROGRAM AND WHO FULLY UNDERSTAND AND AREWILLING TO ASSUME THE RISKS INVOLVED IN THE PARTNERSHIP'S SPECIALISED

INVESTMENT PROGRAM.

THIS CONFIDENTIAL MEMORANDUM HAS BEEN PREPARED SOLELY FOR THEINFORMATION OF THE PERSON TO WHICH IT HAS BEEN DELIVERED BY OR ONBEHALF OF THE PARTNERSHIP, AND SHOULD NOT BE REPRODUCED OR USEDFOR ANY OTHER PURPOSE. NOTWITHSTANDING THE FOREGOING, PERSONS (ANDEACH EMPLOYEE, REPRESENTATIVE OR OTHER AGENT OF SUCH PERSONS) TOWHOM THIS CONFIDENTIAL MEMORNADUM IS PROVIDED MAY DISCLOSE TOANY AND ALL OF THEIR PROFESIONAL ADVISORS, WITHOUT LIMITATION OFANY KIND, THE TAX TREATMENT AND TAX STRUCTURE OF (A) THEPARTNERSHIP AND (B) ANY TRANSACTIONS DESCRIBED HEREIN, AND ALLMATERIALS OF ANY KIND (INCLUDING OPINIONS OR OTHER ANALYSES).

INVESTORS CONSIDERING AN INVESTMENT IN THIS PARTNERSHIP SHOULDCAREFULLY READ THIS CONFIDENTIAL MEMORANDUM PRIOR TO INVESTING.HOWEVER, THE CONTENTS OF THIS CONFIDENTIAL MEMORANDUM SHOULD NOTBE CONSIDERED TO BE LEGAL OR TAX ADVICE, AND EACH PROSPECTIVEINVESTOR SHOULD CONSULT WITH ITS OWN COUNSEL AND ADVISERS AS TOALL MATTERS CONCERNING AN INVESTMENT IN THE INTERESTS.


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Symfonie Angel Ventures, LP - ii -

EACH INVESTOR IS INVITED TO CONSULT WITH THE GENERAL PARTNER TODISCUSS WITH IT, AND TO ASK QUESTIONS AND RECEIVE ANSWERS,CONCERNING THE TERMS AND CONDITIONS OF THIS OFFERING OF THEINTERESTS, AND TO OBTAIN ANY ADDITIONAL INFORMATION, TO THE EXTENTTHE GENERAL PARTNER POSSESSES SUCH INFORMATION OR CAN ACQUIRE IT

WITHOUT UNREASONABLE EFFORT OR EXPENSE, NECESSARY TO VERIFY THEINFORMATION CONTAINED HEREIN.

EACH INVESTOR ADMITTED INTO THE PARTNERSHIP IS REQUIRED TOREPRESENT THAT IS A QUALIFIED INVESTOR WITHIN THE MEANING OF THECRITERIA SET FORH IN THIS MEMORANDUM, AND THAT IT IS INVESTING FOR ONITS OWN BEHALF AS PRINCIPAL WITH NO INTENTION OF SELLING ORTRANSFERING ITS INTEREST IN THE INVESTMENT TO ANY OTHER PERSON.

NO OFFERING LITERATURE OR ADVERTISING IN WHATEVER FORM SHALL BEEMPLOYED IN THE OFFERING OF THE INTERESTS EXCEPT FOR THISCONFIDENTIAL MEMORANDUM AND STATEMENTS CONTAINED HEREIN. NOPERSON HAS BEEN AUTHORIZED TO MAKE ANY REPRESENTATION, OR GIVE ANYINFORMATION, WITH RESPECT TO THE INTERESTS, EXCEPT THE INFORMATIONCONTAINED HEREIN.

THE INTERESTS HAVE NOT BEEN REGISTERED OR APPROVED BY THE UNITEDSTATED SECURITIES AND EXCHANGE COMMISSION (SEC) OR ANY OTHERREGULATORY BODY IN ANY OTHER JURISIDICATION. THERE IS NO INTENTIONOF SEEKING REGISTRATION OR APPROVAL OF THESE PARTNERSHIP INTERESTS.NO REGULATORY AUTHORITY AFFIRMED THE ACCURACY OR ADEQUACY OFTHE INFORMATION CONTAINED IN THIS CONFIDENTIAL INFORMATIONMEMORANDUM.

THE INTERESTS ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY ANDRESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTEDUNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE APPLICABLESTATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTIONTHEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TOBEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIODOF TIME.

* * * *


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SYMFONIE ANGEL VENTURES, LP

DIRECTORY

INVESTMENT ADVISOR

Symfonie Capital, LLCc/o National Corporate Research

615 South DuPont HwyDover, DE 19901

United States of America

GENERAL PARTNERSymfonie P2P Investments, LLCc/o National Corporate Research

615 South DuPont HwyDover, DE 19901


INFORMATION AGENTS

Symfonie Capital, Ltd16 High Holborn

London, WC1V 6BXUnited Kingdom

+44 20 8616 7311e-mail: [email protected]

Symfonie Capital Advisors,s.r.o

Klimentska 1216 / 46110 00 Praha 1Czech Republic

+420 222 191 008e-mail:

[email protected]

CQK HoldingsNa Pankraci 1062 / 58

140 00 Praha 4Czech Republic

+420 246 033 801e-mail:

[email protected]

INVESTMENT COMMITTEE MEMBERS AT THE INVESTMENT ADVISOR

Pavel [email protected]

Michal [email protected]

Jitka [email protected]

Michael A. Sonenshine, [email protected]


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Symfonie Angel Ventures, LP - ii -

PARTNERSHIP ACCOUNTANT

AND TAX PREPARER

Michael J. Liccar & CoCertified Public Accountants

231 South LaSalle StreetSuite 650Chicago, IL 60604


LEGAL ADVISER TO THE

GENERAL PARNTER

Cross & Simon, LLC913 N. Market Street

Wilmington, DE 19899United States of America


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Symfonie Angel Ventures, LP -iv- 15 July 2013

TABLE OF CONTENTS

Page

SUMMARY OF TERMS ................................................................................................................1

THE PARTNERSHIP....................................................................................................................17

INVESTMENT PROGRAM .........................................................................................................17

PORTFOLIO MANAGEMENT POLICIES .................................................................................20

MANAGEMENT OF THE PARTNERSHIP................................................................................21

THE INVESTMENT ADVISOR ..................................................................................................21

USE OF PROCEEDS ....................................................................................................................23

MANAGEMENT FEES ...............................................................................................................23

ALLOCATION OF GAINS AND LOSSES .................................................................................23

INCENTIVE FEE AND ALLOCATION......................................................................................24

CERTAIN RISK FACTORS .........................................................................................................25

OTHER ACTIVITIES OF MANAGEMENT; POTENTIAL CONFLICTS OFINTEREST...............................................................................................................................35

BROKERAGE COMMISSIONS; TURNOVER ..........................................................................36

ACCOUNTANT............................................................................................................................37

FISCAL YEAR..............................................................................................................................38

OUTLINE OF PARTNERSHIP AGREEMENT...........................................................................38

EXPENSES....................................................................................................................................48

TAX ASPECTS .............................................................................................................................49

LIMITATIONS ON TRANSFERABILITY; SUITABILITY REQUIREMENTS.......................61

ANTI-MONEY LAUNDERING REGULATIONS......................................................................62

COUNSEL .....................................................................................................................................63

FINANCIAL AUDITOR; REPORTS ...........................................................................................64

ADDITIONAL INFORMATION..................................................................................................64

SUBSCRIPTION FOR INTERESTS ............................................................................................64


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Symfonie Angel Ventures, LP -1- 15 July 2013


SUMMARY OF TERMS

The following is a summary of the principal terms of Symfonie Angel Ventures, LP (the"Partnership"). The summary is qualified in its entirety by reference to the more detailedinformation appearing elsewhere in this Confidential Memorandum and by the Terms andConditions of the Limited Partnership Agreement (the "Partnership Agreement") of thePartnership, which should be read carefully by any prospective investor.

The Partnership The Partnership is a Delaware limited partnership organized on 15July 2013 to operate as a private investment partnership.

Investment Program: The objective of the Partnership is to achieve capital gains andincome by making equity investments and loans to startup and earlystage companies.

Money subscribed to the Partnership in respect of the PraguePartners 2013 Class Interests will be invested in companies thateither are based in Central Europe or derive a substantial portion oftheir earnings from Central Europe. The Partnerships income isexpected to consist almost entirely of capital gains arising from theeventual sale of its equity investments. The Partnership neitherprovides nor receives services from the companies in which itinvests.

Investments in startup and early stage companies are inherently

risky. There can be no assurance the Partnership will achieve its

investment objectives in part or in whole. Investors in the

Partnership may suffer loss of part or all of their investment in

the Partnership. Certain investment practices to be employed by

the Partnership can, in some circumstances, substantially

increase any adverse impact on the Partnership investment

portfolio. (See "Investment Program" and "Certain Risk

Factors.")

Management: Symfonie Capital P2P Investments, LLC (the "General Partner"), alimited liability company established under the laws of the State ofDelaware, serves as the General Partner of the Partnership. At least

4 times per year the General Partner will review and assess theinvestment policies and performance of the Partnership andgenerally supervise the conduct of its affairs.

Symfonie Capital, LLC (the Investment Advisor), a limitedliability company formed under the laws of the State of Delaware,has been appointed to provide Investment Advisory services to thePartnership. The Investment Advisor will be responsible for


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selecting the Partnerships investments.

Michael Sonenshine (the "Principal") is primarily responsible, onbehalf of the Investment Advisor, for the arranging the investmentand re-investment of the assets of the Partnership. Mr. Sonenshinehas more than 20 years of professional experience in the investmentmanagement and banking industry and has specialized in creditanalysis and credit selection for the past 15 years. Mr. Sonenshinealso acts for and on behalf of the General Partner.

The General Partner has engaged the services of Mr. Pavel Kohout(hereafter, the Sub-Partner to provide research, advice andinformation in connection with the evaluation of potentialinvestment opportunities for the Partnership. Mr. Kohout has morethan twenty years of professional experience as an economist andfinancial analyst. Mr. Kohout is the Head of Strategy and EconomicAnalysis for Partners Financial Services, a.s., a leading financial

advisory firm in the Czech Republic serving more than two hundredthousand clients.

The Investment Advisor has engaged the services of CQK Holding,a.s. (hereafter, the Sub-Advisor) a company formed under thelaws of the Czech Republic to provide research, advice andinformation in connection with evaluation of potential investmentopportunities for the Partnership. CQK Holding has been providingconsulting services and investing in start-up and early stagecompanies since 2008, with a specialisation in informationtechnology. CQK Holding also is engaged in the business of

provides consulting services, software and technology. Its clientsinclude the European Space Agency, Louisiana State University, theCzech Ministry of Labour and Social Affairs and the Czech SocialSecurity Administration.

Mr. Pavel Kohout, Ms. Jitka Rombova and Mr. Michal Pajr willserve on the Investment Committee of the Investment Advisor andwill, together with Mr. Sonenshine, be responsible for evaluatinginvestment opportunities, making investment decisions andexecuting transactions for the Partnership that are made in respect ofthe 2013 Class. Neither of Mr. Kohout, Ms. Rombova, nor Mr. Pajrare employees of the Partnership, nor of the General Partner, nor ofthe Investment Advisor (see Certain Risk Factors).

Mr. Kohout has more than twenty years of professional experienceas an economist, and business analyst. He is the author of severalbooks on economics and personal investing and is Head of Strategyand Economics at Partners Advisors, one of the Czech Republicslargest consumer finance advisory firms. Mr. Pajr has more than tenyears of professional experience as an entrepreneur and investor,


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specialising in internet technology and data security systems. Mr.Pajr is one of the owners of the Sub-Advisor, a.s. Ms. Rombova hasmore than twenty years of professional experience in managerialfinance and consulting. Ms. Rombova is an owner of CQK Invest,an affiliate of the Sub-Advisor.

Symfonie Capital Advisors, s.r.o, Symfonie Capital Ltd and theCQK Holdings, a.s. have been contractually engaged to act asInformation Agents for the Partnership. As Information Agentstheir role is limited specifically to providing information about thePartnership to investors. Partners and prospective Partners seekinginformation about the Partnership and its activities may contact theInformation Agents. The Information Agents have no authority toconclude contracts in the name of either the Partnership, the GeneralPartner or the Investment Advisor. None of the Information Agentsare owned or controlled by the Partnership.

Initial and AdditionalCapital Contributions;

Admission of New

Partners:

The minimum initial capital contribution by an investor (each, a"Limited Partner") is $100,000 (one hundred thousand U.S. dollars)subject to the sole and absolute discretion of the General Partner toaccept lesser amounts. The Limited Partners are individuallycollectively referred to herein as Partner or "Partners" as the casemay be. New Partners may be admitted to the Partnership on thefirst Business Day of each month, or at such other times as theGeneral Partner will determine in its sole and absolute discretion. A"Business Day" shall be any day on which banks are open for normalbanking business in the United States. A day during which thePartnership accepts incoming subscriptions is called a Subscription

Day.

Admission to the Partnership is made by application. Investorswishing to purchase Interests in the Partnership are required tocomplete the Partnerships Subscription Agreement and the Anti-Money Laundering (AML) Agreement, sign the PartnershipAgreement and return their completed documents to SymfonieCapital Advisors, s.r.o. Investments into the Partnership must befully funded with readily available funds on deposit representing100% (one hundred percent) of the Partners investment placed ondeposit at the Partnerships specified bank account prior

Subscription Day. The Partnership will under no circumstancesaccept cash deposits. All investments into the Partnership must bemade by bank wire, from a bank account in the name of thesubscribing Partner.

The General Partner reserves the right to reject any subscription fora Limited Partner interest ("Interest") for any reason or no reason inits sole and absolute discretion.


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The General Partner may, in its sole and absolute discretion, admitany Partner as of the most recent Subscription Day or delay theadmittance of any Partner until the next available Subscription Day.

With the consent of the General Partner, Limited Partners may makeadditional capital contributions of at least $50,000 (fifty thousandU.S. dollars), subject to the sole and absolute discretion of theGeneral Partner to accept lesser amounts.

Subscription Period for

Class 2013 Interests

Subject to the sole and absolute discretion of the General Partner todetermine otherwise, the Partnership will accept subscriptions inrespect of Class 2013 Interests through 31 December 2013. In nocase will the General Partner accept subscriptions for Class 2013Interests after 31 March 2014. The General Partner may, in its soleand absolute discretion, determine to close the Subscription Period

and cease accepting subscriptions for Class 2013 Interests at anytime and for any reason. Once the General Partner closes theSubscription Period the General Partner will not re-open theSubscription Period.

Partners subscribing to the Class 2013 Interests will be allocatedtheir pro-rata share of gains and losses on all investments thePartnership makes in respect of Class 2013 Interests.

Investment Period for

Class 2013 Interests

The Partnership will make investments in respect of Class 2013Interests for a period of two years commencing 1 July 2013 and

ending 30 June 2015. Subject to the sole and absolute discretion ofthe General Partner to determine an appropriate amount of capital tobe held for the purpose of paying the Partnerships expenses, thePartnership will distribute to Partners any uninvested capital no laterthan 31 December 2016.

Sales Charges: The Partnership will not charge investors a subscription fee. TheGeneral Partner will charge an application processing fee, payableto the General Partner, to any incoming investor of up to 1% (onepercent) of the amount of money subscribed, subject to an overallmaximum of USD 1,000 (one thousand U.S. dollars) or foreign

exchange equivalent thereof.

Fiscal Year: The fiscal year of the Partnership will be December 31 of eachyear. The first fiscal year of the Partnership will end onDecember 31, 2013.


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Management Fees: The Partnership will pay to the Investment Advisor a monthlymanagement fee, payable in arrears (the "Management Fee"), equal to1/12 (one twelfth) of 2% (two percent) of each Limited Partner's capitalaccount as of the last Business Day of each month. The capital account

of the General Partner will not be debited for Management Fee. TheGeneral Partner may, in its sole and absolute discretion, elect to reduce,waive or calculate differently the Management Fee with respect to anyLimited Partner, including, without limitation, Limited Partners that areaffiliates or employees of the General Partner or the InvestmentAdvisor, members of the immediate families of such persons, and trustsor other entities for their benefit or pay a portion of the ManagementFee to a third party. The Investment Advisor and General Partner theInformation Agents are each responsible for their own operatingexpenses.

Organisation and

Operating expenses:

The Partnership will bear its own organisational and operating costs and

expenses. Operating expenses include, but are not limited to,transactional expenses, costs associated with research and due diligenceon prospective investments, custodial fees, accountancy, tax preparationand audit fees and legal expenses. (See also "Partnership Expenses.").The General Partner, the Sub-Partners, the Investment Advisor, theSub-Advisor and affiliates with any of the foregoing may charge thePartnership for services performed associated with conducting researchand due diligence in relation to investments the Partnership plans tomake or actually makes. Such services will be invoiced on a fullydisclosed basis, based on standard commercial terms.


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Allocation of Gains

And Losses;

Incentive Fee;

Hurdle Rate:

At the end of each accounting period of the Partnership, any netincome, net capital appreciation or net capital depreciation will beallocated to all Partners (including the General Partner) in proportion totheir respective opening capital account balance for such period.

An Incentive Fee will be calculated and accrued in respect of eachPartners capital account at the end of each accounting period of thePartnership. The Incentive Fee is equal to 15% (fifteen percent) of netprofits over and above a specified rate of return defined as the HurdleRate. The Hurdle Rate is equal to an annualised rate of return of 8%(eight percent) of each Partners capital contributions to the Partnership.

Generally, at the end of each fiscal year the Incentive Fee will bereallocated from each Partners capital account to the account of theGeneral Partner. The General Partner will not withdraw its IncentiveAllocation from the Partnership unless it has distributed to the Partnerscapital at least equal to their original investment, plus the profits on

which Incentive Allocation to be withdrawn is based. For sake ofclarity, if the General Partner wishes to withdraw 100% (one hundredpercent) of its Incentive Allocation it must at the same time distribute100% (one hundred percent) of the profits that form the basis for theamount Incentive Fee withdrawn and it must have already distributed toPartners the full value of their initial capital investment into thePartnership.

Accrual and Allocation of the Incentive Fee is subject to what issometimes called a high water mark. The Partnership will maintain amemorandum loss recovery account (a "Loss Recovery Account") for

each of the Limited Partners. Generally, at the end of each fiscal yeareach Limited Partner's Loss Recovery Account will be debited with theaggregate net capital depreciation, if any, allocated to such LimitedPartner's capital account for such fiscal year (taking into account suchLimited Partner's share of the Management Fee) and credited, but notbeyond zero, with the aggregate net capital appreciation, if any,allocated to such Limited Partner's capital account for such fiscal year(taking into account such Limited Partner's share of the ManagementFee).

The General Partner will not be allocated any Incentive Allocation withrespect to a Limited Partner's capital account until such Limited Partnerhas recovered any negative balance in its Loss Recovery Account. Anegative balance in a Loss Recovery Account will be adjusted forwithdrawals of capital. Additional capital contributions will not affecta Limited Partner's Loss Recovery Account.

The General Partner may, in its sole and absolute discretion, elect toreduce, waive or calculate differently the Incentive Fee with respect toany Limited Partner, including, without limitation, Limited Partners


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that are affiliates or employees of the General Partner, the InvestmentAdvisor, the Information Agents, members of the immediate families ofsuch persons and trusts or other entities for their benefit.

In the event that a Limited Partner withdraws all or a portion of itscapital account other than at the end of a fiscal period, net capitalappreciation or net capital depreciation, as the case may be, allocable tosuch Limited Partner will be determined through the date of withdrawaland the Incentive Allocation with respect to such Limited Partner'scapital account, if any, will be reallocated to the General Partner as setforth above. The General Partner will be entitled to withdraw itsIncentive Fee with respect to the capital of any Partner that withdrawsfrom the Partnership.

Partnership Interests

Currency Hedging

The Partnerships functional base currency for accounting purposes isthe US Dollar.

The General Partner has established several classes of PartnershipInterests denominated in currencies other than the USD (hereafter,Currency Hedged Interests). In particular, the General Partner hasestablished Currency Hedged Interests in Euro (EUR), Czech Koruna(CZK), Polish Zloty (PLN), Hungarian Forint (HUF) and GreatBritish Pound (GBP).

Investors must remit funds in the Currency in which their capitalaccount is to be hedged. For example, Investors subscribing to CZKdenominated classes of Partnership Interests must remit funds in CZK.Investors subscribing to EUR denominated classes of PartnershipInterests must remit EUR.

The General Partner will enter into hedging transaction so as to reducethe impact of currency fluctuations on the value of Partnershipinvestments versus the relevant currencies in which Partnership CapitalAccounts are denominated. Accordingly, Partners Capital Accountswill be credited/debited with gains and losses of the hedgingtransactions. All costs and expenses of hedging transactions will beallocated to the Partners holding the relevant class of PartnershipInterests.

The General Partner will, from time to time, review each Partners

currency hedge and adjust accordingly to reflect increases anddecreases in the value of the Partners pro-rata share of the Partnership.

There can be no assurance that the hedging procedures, tools and

techniques used by the General Partner will be successful.

Partners invested in Currency Hedged Accounts may suffer foreign

exchange losses in respect of the Partnerships investments versus

the currency of their Capital Account.


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Other Classes of

Partnership Interests

In the sole and absolute discretion of the General Partner the ThePartnership may, at any time and for any reason, establish other classesof Interests and with differing Terms and Conditions.

Principal & InterestDistributions

The Partnership expects to invest a significant amount of its capital inthe form of equity. The Partnership does not expect to receive eitherdividends, capital gains or return of principal for at least three yearsfrom the time those investments are made.

The Partnership does not plan to reinvest proceeds from sales of equityinvestments. The Partnership plans to make distributions annually of atleast 90% of the proceeds from sales of equity investments.Additionally, the Partnership plans to distribute annually at least 90%of the proceeds of income received in the form of dividends from equityinvestments made.


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kind, or in a combination thereof, as determined by the General Partnerin its sole and absolute discretion.

The General Partner may establish reserves and holdbacks for estimatedaccrued expenses, liabilities and contingencies (even if such reserves orholdbacks are not otherwise required by U.S. generally acceptedaccounting principles) which could reduce the amount of a distributionupon withdrawal.

The General Partner may suspend withdrawal rights, in whole or inpart, among other things, during any period in which, in the sole andabsolute opinion of the General Partner, disposal of a substantialportion of investments by the Partnership would not be reasonable orpractical. In addition, the General Partner, by written notice to anyLimited Partner, may suspend the payment of withdrawal proceeds ifthe General Partner, in its sole and absolute discretion, deems itnecessary to do so to comply with anti-money laundering laws and

regulations applicable to the Partnership, the Partnership, the GeneralPartner, the Investment Advisor, the Investment Advisor or any of thePartnership's service providers. The General Partner may, in its soleand absolute discretion, by written notice to any Limited Partner,require the withdrawal of such Limited Partner at any time, for anyreason or no reason. (See "Outline of Partnership Agreement Withdrawals of Limitations on Withdrawals" and "Anti-MoneyLaundering Regulations.")


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Other Activities of

Management;

Conflicts of Interest:

Certain inherent conflicts of interest arise from the fact that the GeneralPartner, the Investment Advisor the Sub-Advisor and their respectiveaffiliates will provide management and investment management andancillary services to the Partnership, and may in the future carry oninvestment activities for other clients, including other investment funds,

client accounts and proprietary accounts in which the Partnership willhave no interest and where respective investment programs may or maynot be substantially similar. (See "Other Activities of Management;Potential Conflicts of Interest.")

Regulatory Matters: The Investment Advisor registered with the U.S. SEC as an InvestmentAdvisor under the Investment Advisors Act of 1940. The GeneralPartner is not registered.

The Partnership will not be registered as an investment company inreliance on Sections 3(c)(1) and 3(c)(7) of the Investment Company Actof 1940, as amended (the "Company Act") and, therefore, will not be

required to adhere to certain investment policies under the CompanyAct. (See "Certain Risk Factors.")

The General Partner and the Investment Advisor have each claimed anexemption under Commodity Futures Trading Commission ("CFTC")Rule 4.13(a)(3) from registration with the CFTC as a commodity pooloperator and, accordingly, is not subject to certain regulatoryrequirements with respect to the Partnership that would otherwise beapplicable absent such an exemption. Therefore, unlike a registeredCPO, the General Partner is not required to deliver a CFTC disclosuredocument to prospective Limited Partners, nor is it required to provide

Limited Partners with certified annual reports that satisfy therequirements of CFTC rules applicable to registered CPOS.

In accordance with such exemption, at all times either (a) thePartnership's interest in the aggregate initial margin and premiumsrequired to establish commodity interest positions will not exceed 5%of the liquidation value of the Partnership's portfolio; or (b) theaggregate net notional value of the Partnership's interests in commodityinterest positions will not exceed 100% of the liquidation value of thePartnership's portfolio. The Investment Advisor is exempt fromregistration with the CFTC as a commodity trading Investment Advisor.

The Investment Manager has registered the Partnership with the USSecurities and Exchange Commission and in doing so as informed theUS Securities and Exchange Commission that the Investment Managerprovides Investment Advisory Services to the Partnership. ThePartnership was assigned Private Fund Number 805-1675126653.


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Suitability: Each Limited Partner must be an "accredited investor" as defined underRegulation D of the Securities Act of 1933, as amended and meet othersuitability requirements. (See "Limitations on Transferability;Suitability Requirements.")

The General Partner, in its sole and absolute discretion, may decline toadmit to the Partnership any investor.

Taxation: The Partnership intends to operate as a partnership according to U.S.law. Accordingly, the Partnership should not be subject to U.S. federalincome tax. In general, the Partnership will receive U.S. source incomegross of taxation by reason of its status as a Partnership that passesgains and losses on to the Partners.

The Partnership may be required to withhold taxes on U.S. sourceincome to the extent such taxes would be payable by non-U.S. partners.The Partnership will report to Partners the amount of any US tax

withheld.

When the Partnership invests outside of the U.S. it may be subject towithholding taxes in the countries where it invests. The GeneralPartner will use its best efforts to arrange the Partnerships affairs so asto ensure the Partnership benefits from any and all exemptions andthere may be in respect of withholding taxes on income earned outsidethe U.S.

The U.S. has signed tax treaties with several countries, including theCzech Republic, Hungary, Poland and Slovakia. A complete listing ofall tax treaties and their specific provisions can be found on

www.irs.gov andwww.treasury.gov.

In general, tax treaties enable the Partnership to be exempt from incometax on income earned outside of the United States, providing that thePartnership is not deemed to have created a permanent establishment.The General Partner intends to conduct its affairs and those of thePartnership so that the Partnership is not legally considered to be apermanent establishment. There can be no assurance, however, thatany tax authorities will not determine to treat the Partnership on thebasis that it operates a permanent establishment.

In the case the Partnership is treated as permanent establishment mosttax treaties enable non-US countries to tax the Partnerships businessincome, net of business expenses, at applicable standard corporate taxrates. Tax treaties typically enable residents of each country to reclaimforeign tax paid. The Partnership will report to each Partner thePartners pro-rata share of any taxes paid by the Partnership. There canbe no assurance, however, that either the U.S. or any foreign countrywill determine to disallow tax credits declared.


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Providing that the Partnership is not deemed to have created apermanent establishment in most instances capital gains earned by thePartnership from the sale of investments other than real estate are nottaxed at source. Therefore, the Partnership expects that when it realizes

profits from the sale of its investments, the Partnership will not have topay tax in any country.

Most tax treaties require withholding of tax on dividends in the sourcecountry. Generally, dividends received from companies in which thePartnership holds more than 10% of the equity are taxed at 5% in thesource country. In the case where Partnership receives dividends fromcompanies of which it own less than 10% (i.e. portfolio income), theapplicable withholding tax is 15%.

Most tax treaties exempt interest income paid to foreign domiciled

entities, such as the Partnership, from taxation in the source country,providing that certain threshold conditions are met. However, Partnersmay be individually liable to taxation in respect of theirpro rata shareof Partnership income according to the laws of the country in whichthey are domiciled for purposes of taxation.

The Partnership will report to each Partner all its pro rata share ofincome, capital gains and any taxes withheld at source that areattributable to that Partner on a pass-through basis.

Partners may be required to report their taxable income to the relevanttax authorities according to applicable law relevant to each particular

Partner. Accordingly investors may have tax liabilities in respect oftheir net income in their home country. To the extent investors may nothave made prior arrangements to receive distributions from thePartnership, investors will have to satisfy their tax liabilities otherresources.

The U.S. Internal Revenue Service (IRS) Publication 515 sets out rulesconcerning payments of U.S. source income to U.S. persons and Non-U.S. persons. The rules pertaining to Non-U.S. persons are referred toas NRA withholding rules.

The General Partner expects that most U.S. source income as well asforeign source income the Partnership receives will NOT be subject toNRA tax withholding in the U.S. Certain U.S. Partners might be subjectto backup withholding as per IRS regulations.

The General Partner will determine whether or not Partners are subjectto withholding tax and inform each Partner accordingly. ThePartnership is required to complete form 1042-S that informs the IRS


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and the Partners as to the amount of tax withheld.

There can be no assurance that the U.S. tax laws will not be changedadversely with respect to the Partnership or that the Partnershipsincome tax status will not be successfully challenged by suchauthorities.

The standard withholding rate on U.S. source income is 30% (thirtypercent) unless otherwise reduced in a Tax Treaty between the U.S. andthe country in which the foreign Partner is resident.

In general, portfolio interest, capital gains on sales of securities similartypes of interest are not subject to U.S. tax withholding. Also, foreignsource income the Partnership expects to receive not subject to U.S. taxwithholding. The General Partner, in its sole and absolute discretion,will determine whether or not to withhold and at what rate to withhold.

Partners should rely only upon advice received from their own taxadvisers as to the treatment of income and gains received from thePartnership and the extent to which they may be able to claim credit forforeign tax withheld. Each Partner is responsible for its own tax affairs.

The can be no assurance that Partnership will not be adversely

impacted by prevailing regulation or by changes in the current

regulations. Investors should rely on their own tax advisors to

determine the tax treatment of income derived from their

investment in the Partnership. (See "Tax Aspects.")

ERISA and Other

Tax-Exempt Entities:

The Partnership is not a suitable investment vehicle for tax exempt

entities subject to the Employee Retirement Income Security Act of1974, as amended, or for other tax-exempt entities.

Distributions: Distributions other than those in respect of a Liquidity Event are madein the sole and absolute discretion of the General Partner. Investors mayelect to have distributions of 90% of interest and realised capital gainsto them on an annual basis, provided, however that the Investorsnotifies the General Partner in writing in advance. The General Partnerreserves the right to hold-back proceeds from interest and realizedcapital gains as it determines appropriate until such time as the affairsof the Partnership or Class of Partnership Interests are concluded.

Restrictions onTransfer:

A Limited Partner may not pledge, assign, hypothecate, sell, exchangeor transfer its Interest, in whole or in part, except by operation of law,and no pledgee, assignee, purchaser or transferee may be admitted as asubstitute Limited Partner, except with the consent of the GeneralPartner, which consent may be given or withheld in its sole andabsolute discretion. (See "Limitations on Transferability; SuitabilityRequirements.")


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Term: The Partnership may be terminated by the General Partner at any timefor any reason. The bankruptcy or dissolution of the General Partnerwill cause the Partnership to terminate.

Auditor: Providing the General Partner, in its sole and absolute discretion, deemsit appropriate, the General Partner will appoint a qualified externalauditor to perform an annual audit. The annual report and auditedfinancial statements will be mailed to each Limited Partner as soon aspracticable or, at the latest, within six months after the end of the fiscalyear. The cost of the audit will be borne by the Partnership.

Legal Counsel: The General Partner and the Investment Advisor have appointed legalcounsel in connection with relevant law according to State of Delaware.No counsel has been appointed to represent the Limited Partners. Noattorney-client relationship shall be deemed to exist between legalcounsel and any Limited Partners or prospective Limited Partner byreason of the appointment of legal counsel by either the General Partner

or the Investment Advisor.


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Symfonie Angel Ventures, LP -17- 15 July 2013

THE PARTNERSHIP

Symfonie Angel Ventures, LP (the "Partnership") is a Delaware limited partnership organized on15 July 2013 (Delaware File 5367391). The Partnership began operations on 15 July, 2013.

INVESTMENT PROGRAM

The Partnerships Objective is Capital Appreciation

The investment objective of the Partnership is to generate capital appreciation by making equityinvestments in companies. Although the Partnership may be a minority equity investor, thePartnership will seek to have significant control over the affairs of the companies in which itinvestments.

Investments in Startup Companies

The Investment Advisor expects to invest a significant portion of the Partnerships assets intoequity of Startup Companies. A startup company is one that is at nearly the earliest stage of itslife cycle. A startup company is generally newly created, in a phase of development andresearch for markets or preparing to commence sales and distribution activities. Startupcompanies often seek to exploit opportunities generated when changes in technology orregulations enable new products to be developed and sold. A critical task in setting up a businessis to conduct research in order to validate, assess and develop its ideas or business concepts.Additionally, startup companies may have to incur unusual or extraordinary expenses or makeinvestments in research to establish further and deeper understanding on the ideas or businessconcepts and their commercial potential. A company may cease to be a startup as it passesvarious milestones, such as becoming publicly traded in an IPO, or ceasing to exist as anindependent entity via a merger or acquisition. Companies may also fail and cease to operatealtogether. The Investment Advisors objective is to invest in startup companies that it believes

will successfully commercialise technological developments or find markets for their productsand services.

Investments in Early Stage Companies

The Investment Advisor also expects to invest a significant portion of the Partnerships assets inthe equity of Early Stage Companies. These are companies that have already begun theiroperations but require investment to further develop their products and services and broadentheir scale and scope of activities. The advantage of investing in an early stage company is thatcompany may have already incurred costs and risks of starting up and may have alreadyachieved some initial success in development, testing and marketing its products and servicesEarly stage companies may have eliminated some of the risks associated with startup and maytherefore offer higher chances of success as investment opportunities. The Investment Advisorbelieves by investing capital and know-how into early stage companies the Investment Advisorcan help the companies achieve scalability and sustainability of their products and services, thusquickly growing earnings and enterprise value.


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Loans to Companies

The Partnership may also make loans or invest in preferred shares of early stage companies.Investments with debt or debt-like instruments can enable the Partnership to earn relatively high

returns. In contrast to equity investments, where there may be considerable uncertainties as to thewhen and if the Partnership can liquidate its holdings, debt investments have built-in maturitydates and may offer faster return on capital than equity investments can offer.

Liquidity Investments

The Partnership may invest its liquid assets in debt securities issued by corporations,governments, government agencies or instrumentalities or supranational authorities in anycurrency. Accordingly the Partnership may have gains and losses attributable to currencyfluctuations. The Partnership may also invest in derivative instruments of debt securities issuedin any currency. Generally when the Partnership makes investments in currencies outside of itsbase currency, the USD, the Investment Advisor will arrange to hedge away gains and losses

arising from changes in the value of the currencies in which investments are denominated versusthe USD. There can be no assurance the Investment Advisor will be able to effectively hedgeany or all of the Partnerships investments. The Investment Advisor will make liquidityinvestments in order to earn a return on funds that are waiting to be invested in potentially higheryielding equity and debt investments, which are the core investment objective of the Partnership.

Investment Strategy

The following describes the strategy and investment principles the Investment Advisor willfollow in order to achieve the Partnerships investment objective.

The Partnership Will Diversify Its Investments

The Investment Advisor believes in the benefits of diversification and will seek to invest in 8 to15 companies, taking care to judge the not only the individual merits of each investment, but alsothe extent to similar factors and conditions impact the various investments in the portfolio.Diversification can be achieved by selecting companies operating in a variety of industries andmarkets. Diversification can also be achieved by investing in companies at various stages oftheir life cycle. Finally, diversification can be achieved by varying the potential holding periodassociated with each investment so that investments mature at different times over a period ofyears. There can be no assurance the Investment Advisor will be able to accomplish the goal ofdiversifying the portfolio. There is no specified minimum or maximum amount of portfolioassets that can be invested in any one particular company.

The Partnership Follows a Research-based Investment Process

The investment strategy is implemented via a process that incorporates analysis of major trendsand fundamental research on the individual companies in which the Partnership will invest. . Theprocess is augmented with the application of risk/reward modelling covering expected returnsand target holding periods and the impact of each investment on overall portfolio risk anddiversification.


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The Investment Advisor will employ both a top-down (macro-oriented) and a bottom-up(fundamental and technical) approach to investment selection.

Macro Driven Strategies

Macro Driven strategies are investments that are based on the Investment Committees views of

the major trends driving the global economy. These ideas are generated through a top-downassessment of global and regional economic conditions and the overall trends influencingdemand for various products and services.

Directional

Directional, opportunistic investments are implemented where the Investment Manager believesa particular investment is highly attractive based on company specific fundamentals oranticipated events and is therefore likely to succeed irrespective of macro economic events..

The Investment Manager employs an investment process that is highly research intensive. TheInvestment Managers research comes from a number of sources, including, but not limited to:

Market research on global, regional and country fundamentals;

Specific company research, including evaluation of each companys business plan;

Evaluation of each companys management team, its experience, prior track record and itspreparedness to execute its plans;

Macro-economic research;

Discussions with senior industrial, economic and political figures;

Evaluation of past market activity; and

Evaluation of current market trends.

Active Investing

The Partnership may be a minority investor in the businesses in which it invests. However theInvestment Advisor will seek to exercise influence in the governance of the companies in whichthe Partnership invests. The Investment Advisor will seek to co-operate with managers andshareholders by helping them make strategic decisions, by providing analysis and consulting infinance, marketing, product design, business planning and execution and by assisting them tobring well qualified professionals into their organisations.


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PORTFOLIO MANAGEMENT POLICIES

The Partnerships main objective is achieving capital appreciation arising from its equityinvestments. Substantially all the Partnerships capital will be invested in equity securitiesstartup and early stage companies. The Partnership may also make loans where the InvestmentAdvisor deems it appropriate.

The Investment Advisor believes in the benefits of diversification and will seek to develop aportfolio diverse terms of its exposure to industries and products. The Investment Advisor seeksto invest in either to fifteen different companies.

The Investment Advisor will seek to diversify across various times to maturity of the investmentsand across potential exit strategies.

While the investment program of the partnership may facilitate the Investment Managers abilityto achieve Partnerships objective of generating return on investment, investors are advised toconsider the risks associated with an investment in the Partnership. The investment program of

the Partnership is speculative and may entail substantial risks. Since market risks are inherent inall securities investments to varying degrees, there can be no assurance that the investmentobjective of the Partnership will be achieved. In fact, certain investment practices describedabove can, in some circumstances, potentially increase the risks of adverse impact on thePartnerships investment portfolio. (See "Certain Risk Factors.")


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Mr. Sonenshine earned his CFA designation in 1999. He holds an MBA from the William E.Simon Graduate School of Business Administration at the University of Rochester and a B.A. inHistory from Tufts University.

The Investment Advisor has engaged the services of CQK Holdings a.s. a company formedunder Czech law and the services of Mr. Pavel Kohout (collectively, the Sub-Advisors toprovide consulting and advisory serves with respect to the selection of investments thePartnership will make. Mr. Michal Pajr and Ms. Jitka Rombova, of CQK will serve on theInvestment Committee.

Mr. Pajr has more than ten years experience managing internet technology companies. He is apartner in CQK Holding, a.s which invests in and advise startup and early stage technologycompanies. Mr. Pajr is also a partner in GEM System, a.s. software development companyspecialising in data storage and system integrations. Mr. Pajr began his career as the ChiefInformation Officer, IZIP where he was responsible for designing database systems. Mr. Pajrholds Masters Degree in Computer Science from the Czech High School of Technology(CVUT).

Ms. Rombova has more has more than 20 years professional experience in managerial financeand business development. She is a Partner in CQK Invest which providing financial andbusiness support to innovative startup companies. He professional experience also includes 10years in senior management positions in HBO Europe, where she was ultimately promoted toChief Financial Officer. Ms. Rombova holds Masters Degree in Business Administration from ,University of Pittsburgh, and a Diploma from the University of Chemical Technology, Prague

Mr. Pavel Kohout has more than twenty years experience in economic analysis and investmentmanagement. He is Director of Strategy at Partners Financial Services, a.s., a leading Czechfinancial advisory firm. Prior to joining Partners Financial Services Mr. Kohout was an

economic analyst at PPF, a leading Czech finance and investment company. At PPF Mr. Kohoutwas responsible for evaluating new business projects and new business ventures. Prior to joiningPPF Mr. Kohout was an investment manager at ING Investment Management, Czech Republic,where he was responsible for equity selection and investment analysis. Mr. Kohout is the authorof several books on economics and frequent columnist for leading Czech business newspapersand magazine. He is a Member of Czech National Economics Advisory Board, and serves on aPanel of Advisors to Czech Ministry of Finance.

Investment Advisory Agreement

The Partnership appointed Symfonie Capital, LLC as Investment Advisor pursuant to an

agreement dated July 15, 2013 (the "Investment Advisory Agreement"). Under the InvestmentAdvisory Agreement, the Investment Advisor and the General Partner are entitled to receive aManagement Fee (defined below). The Investment Advisory Agreement will continue in forceuntil terminated. The General Partner has engaged the services of Mr. Kohout who will beresponsible for evaluating investments for the Partnership. The Investment Advisor has engagedthe services of CQK Holdings for the evaluation and selection of investments. The GeneralPartner and the Investment Manager will remunerate Mr. Kohout and CQK Holdings based onthe management and incentive fees earned in respect of the Partnership.


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The Investment Advisory Agreement provides that neither the Investment Advisor nor itsdirectors, shareholders, officers, employees and affiliates, nor any Sub-Advisor appointed by theInvestment Advisor (each an "Indemnified Party") shall be liable to the Partnership, nor to theInvestors in the Partnership for any loss suffered by them in connection with the performance bythe Investment Advisor of its obligations except those resulting from the willful default, fraud or

gross negligence of the Investment Advisor. The Partnership has agreed to indemnify eachIndemnified Party from and against any and all losses, liabilities, damages, expenses or costssuffered, incurred or sustained by such Indemnified Party, except those resulting from suchIndemnified Party's willful default, fraud or gross negligence.

USE OF PROCEEDS

The proceeds from the sale of Interests in the Partnership will be available for the investmentprogram of the Partnership, after the payment of the Partnership's expenses, includingorganizational and offering expenses.

MANAGEMENT FEES

The Partnership will pay to the Investment Advisor a monthly management fee, payable inarrears (the "Management Fee"), equal to approximately 1/12 of 2% (one twelfth or two percent)of each Limited Partner's capital account as of the last Business Day of each month. The capitalaccount of the General Partner will not be debited for Management Fee. The Investment Advisoris responsible for its own expenses. The General Partner may, in its sole and absolute discretion,elect to reduce, waive or calculate differently the Management Fee with respect to any LimitedPartner, including, without limitation, Limited Partners that are affiliates or employees of theGeneral Partner or the Investment Advisor, members of the immediate families of such persons,and trusts or other entities for their benefit.

ALLOCATION OF GAINS AND LOSSES

At the end of each accounting period1 of the Partnership, any net income, net capitalappreciation2 or net capital depreciation3 will be allocated to all Partners (including the GeneralPartner) in proportion to each such Partner's opening capital account balance for such period.

1 An "accounting period" refers to the following periods: the initial accounting period will begin upon the initialopening of the Partnership. Each subsequent accounting period will begin immediately after the close of thepreceding accounting period. Each accounting period will close at the close of business on the first to occur of(i) the last Business Day of each calendar quarter (and the next Accounting Period shall begin only after givingeffect to withdrawals and to contributions made on the immediately following Business Day), (ii) the date

immediately prior to the effective date of the admission of a new Partner, (iii) the date immediately prior to theeffective date of an increase in a Partner's capital account as a result of an additional capital contribution, (iv) aWithdrawal Date, (v) the date when the Partnership dissolves or (vi) any date the General Partner determines, inits sole and absolute discretion.

A "Business Day" shall be any day on which banks are open for normal banking business in London, and NewYork.

2 "Net capital appreciation" means the increase in the value of the Partnership's net assets, including unrealizedgains, from the beginning of each accounting period to the end of such accounting period (before payment of the

(continued next page. . .)


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INCENTIVE FEE AND ALLOCATION

An Incentive Fee payable to the General Partner will be accrued at the end of each accountingperiod.

The Incentive Fee is equal to 15% (fifteen percent) of net profit over and above a specified rateof return defined as the Hurdle Rate. The Hurdle Rate is equal to an annualised rate of returnof 8% (twelve percent) of each Partners capital contributions to the Partnership.

Generally, at the end of each fiscal year the Incentive Fee will be reallocated from each Partnerscapital account to the account of the General Partner. The General Partner will not withdraw itsIncentive Allocation from the Partnership unless it has distributed to the Partners capital at leastequal to the amount of the amount the Partners investment, plus the profits on which IncentiveAllocation to be withdrawn is based. For sake of clarity, if the General Partner wishes towithdraw 100% (one hundred percent) of its Incentive Allocation it must at the same timedistribute to Partners 100% (one hundred percent) of the profits that form the basis for theamount Incentive Fee withdrawn, plus it must have distributed capital at least equal to the

amount of the capital the Partners originally invested.

Allocation of the Incentive Fee is subject to what is sometimes called a high water mark. ThePartnership will maintain a memorandum loss recovery account (a "Loss Recovery Account")for each of the Limited Partners. Generally, at the end of each fiscal year the Limited Partner'sLoss Recovery Account will be debited with the aggregate net capital depreciation, if any,allocated to such Limited Partner's capital account for such fiscal year (taking into account suchLimited Partner's share of the Management Fee) and credited, but not beyond zero, with theaggregate net capital appreciation, if any, allocated to such Limited Partner's capital account forsuch fiscal year (taking into account such Limited Partner's share of the Management Fee).

The General Partner will not be allocated any Incentive Allocation with respect to a LimitedPartner's capital account until such Limited Partner has recovered any negative balance in itsLoss Recovery Account. A negative balance in a Loss Recovery Account will be adjusted forwithdrawals of capital. Additional capital contributions will not affect a Limited Partner's LossRecovery Account.

The General Partner may, in its sole and absolute discretion, elect to reduce, waive or calculatedifferently the Incentive Fee with respect to any Limited Partner, including, without limitation,Limited Partners that are affiliates or employees of the General Partner, the Investment Advisor,the Information Agents, members of the immediate families of such persons and trusts or otherentities for their benefit.

Management Fee and giving effect to withdrawals), and, with respect to any fiscal year of the Partnership or otherperiod used to determine the Incentive Allocation, the aggregate net capital appreciation for the period lessaggregate net capital depreciation for such period.

3 "Net capital depreciation" means the decrease in the value of the Partnership's net assets, including unrealizedlosses, from the beginning of each accounting period to the end of such accounting period (before payment ofthe Management Fee and giving effect to withdrawals).


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Investments in Fixed Income Securities

The Partnership may invest a portion of its portfolio in bonds or other fixed income securities,including, without limitation, commercial paper and "higher yielding" (including non-investmentgrade) (and, therefore, higher risk) debt securities. The Partnership will therefore be subject tocredit, liquidity and interest rate risks. Higher-yielding debt securities are generally unsecuredand may be subordinated to certain other outstanding securities and obligations of the issuer,which may be secured on substantially all of the issuer's assets. The lower rating of debtobligations in the higher-yielding sector reflects a greater probability that adverse changes in thefinancial condition of the issuer or in general economic conditions or both may impair the abilityof the issuer to make payments of principal and interest. Non-investment grade debt securitiesmay not be protected by financial covenants or limitations on additional indebtedness. Inaddition, evaluating credit risk for debt securities involves uncertainty because credit ratingagencies throughout the world have different standards, making comparison across countriesdifficult. Also, the market for credit spreads is often inefficient and illiquid, making it difficultto accurately calculate discounting spreads for valuing financial instruments. It is likely that amajor economic recession could disrupt severely the market for such securities and may have anadverse impact on the value of such securities. In addition, it is likely that any such economicdownturn could adversely affect the ability of the issuers of such securities to repay principal andpay interest thereon and increase the incidence of default for such securities.

Investments in Illiquid Instruments

The equities, bonds and loans that the Partnership invests in may not be fully liquid in that it maybe difficult for the Partnership to realise the full value or any part thereof by selling theinvestments. There can be no assurance that a liquid market for these investments will exist andthere can be no assurance that the Partnership will be able to exit its investments and realize thevalue thereof. At certain times during periods of general market volatility and illiquidity the

realisable value of the Partnerships investments could be negatively impacted should thePartnership sell assets.


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Concentration of Investments

Although it is the policy of the Partnership to diversify the investment portfolio, there may betimes when the Partnership holds relatively few investments. There is no quantified restrictionon the amount of the portfolio that may be invested in any single security or any single class ofsecurities. There is no restriction on the amount of the portfolio that may be invested or held ondeposit at any single bank or broker. If the Partnership holds relatively large positions in aparticular security or group of securities that Partnership may suffer large losses or reportrelatively large declines in the value of its investments if the value of any particular security orany particular group of securities is adversely impacted for any reason.

Vulnerability of Private Equity Markets to Economic Downturn

It is likely that a major economic recession could disrupt severely the market for private equitysecurities and may have an adverse impact on the value of such securities. In addition, it is likely

that any such economic downturn could adversely affect the ability of the issuers of suchsecurities to repay principal and pay interest thereon and increase the incidence of default forsuch securities. During periods of high market volatility and economic downturn the Partnershipmight not be able to liquidate its investments.

Highly Volatile Markets

The prices of financial instruments in which the Partnership may invest can be highly volatile. Ifthe Partnership holds any derivative instruments, volatile markets may adversely impact thatvalue of those derivatives and the Partnerships ability to realize the value of those instruments.Price movements of forward and other derivative contracts in which the Partnership's assets may

be invested are influenced by, among other things, interest rates, changing supply and demandrelationships, trade, fiscal, monetary and exchange control programs and policies ofgovernments, and national and international political and economic events and policies. ThePartnership is subject to the risk of failure of any of the exchanges on which its positions trade orof its clearinghouses.

General Risk of New Markets and New Types of Securities

Investment in new types of market securities, such as private equities, involves a greater degreeof risk than investment in securities that have already become common practice in financialmarkets. Among other things, investments in new types of market securities may carry the risksof less publicly available information, more volatile markets, less strict securities marketregulation, less favorable tax provisions, and a greater likelihood of severe inflation, unstablecurrency, war and expropriation of personal property than investments in securities of issuersbased in developed countries. In addition, the Partnership's investment opportunities in certainmarkets may be restricted by legal limits.

Markets in new types of securities are generally are not as efficient as those in cases where thesecurities have become common practice in financial markets. In some cases, a market for thesecurity may not exist locally. Volume and liquidity levels are typically lower with respect to


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new types of securities than with respect to widely used securities. When seeking to sell newtype of market securities, little or no market may exist for the securities. In addition, there risksof fraud or other deceptive practices may be higher for new types of securities than forcommonly traded securities. Furthermore, the quality and reliability of data published about newtypes of securities may not accurately reflect the actual circumstances being reported.

The issuers of some of non-U.S. securities, such as banks and other financial institutions, may besubject to less stringent regulations than would be the case for issuers in developed countries andtherefore potentially carry greater risk.

Exchange Rate Fluctuations and Currency Considerations

The Partnership's assets will often be invested in non-U.S. securities and any income or capitalreceived by the Partnership will be denominated in the local currency of investment.Accordingly, changes in currency exchange rates (to the extent unhedged) will affect the value ofthe Partnership's portfolio and the unrealized appreciation or depreciation of investments, despitethe fact that the Partnership will seek to hedge the risk of exchange fluctuations as a general

practice.

Furthermore, the Partnership may incur costs in connection with conversions between variouscurrencies. Currency exchange dealers realize a profit based on the difference between theprices at which they are buying and selling various currencies. Thus, a dealer normally will offerto sell currency to the Partnership at one rate, while offering a lesser rate of exchange should thePartnership desire immediately to resell that currency to the dealer. The Partnership will conductits currency exchange transactions either on a spot (i.e., cash) basis at the spot rate prevailing inthe currency exchange market, or through entering into forward or options contracts to purchaseor sell non-U.S. currencies. It is anticipated that most of the Partnership's currency exchangetransactions will occur at the time securities are purchased.

Hedging Transactions

The Partnership may utilize financial instruments, both for investment purposes and for riskmanagement purposes in order to (i) protect against possible changes in the market value of thePartnerships investment portfolio resulting from fluctuations in the securities markets andchanges in interest rates; (ii) protect the Partnership's unrealized gains in the value of thePartnership's investment portfolio; (iii) facilitate the sale of any such investments; (iv) enhanceor preserve returns, spreads or gains on any investment in the Partnerships portfolio; (v) hedgethe interest rate or currency exchange rate on any of the Partnerships liabilities or assets; (vi)protect against any increase in the price of any securities the Partnership anticipates purchasing

at a later date; or (vii) for any other reason that the Investment Advisor deems appropriate.

The success of the Partnership's hedging strategy will depend, in part, upon the InvestmentAdvisor's ability correctly to assess the degree of correlation between the performance of theinstruments used in the hedging strategy and the performance of the portfolio investments beinghedged. Since the characteristics of many securities change as markets change or time passes,the success of the Partnership's hedging strategy will also be subject to the Investment Advisor'sability to continually recalculate, readjust and execute hedges in an efficient and timely manner.While the Partnership may enter into hedging transactions to seek to reduce risk, such


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transactions may result in a poorer overall performance for the Partnership than if it had notengaged in such hedging transactions. For a variety of reasons, the Investment Advisor may notseek to establish a perfect correlation between the hedging instruments utilized and the portfolioholdings being hedged. Such an imperfect correlation may prevent the Partnership fromachieving the intended hedge or expose the Partnership to risk of loss. The Investment Advisor

may not hedge against a particular risk because it does not regard the probability of the riskoccurring to be sufficiently high as to justify the cost of the hedge, or because it does not foreseethe occurrence of the risk. The successful utilization of hedging and risk managementtransactions requires skills complementary to those needed in the selection of the Partnership'sportfolio holdings.

There can be no assurance that the full value of each Partners investment plus the income andgains from the investment will be protected from the adverse effect of currency fluctuations.

Legal Risk

Many of the laws that govern private and foreign investment, equity securities transactions and

other contractual relationships in certain countries, particularly in developing countries, are newand largely untested. As a result, the Partnership may be subject to a number of unusual risks,including inadequate investor protection, contradictory legislation, incomplete, unclear andchanging laws, ignorance or breaches of regulations on the part of other market participants, lackof established or effective avenues for legal redress, lack of standard practices and confidentialitycustoms characteristic of developed markets and lack of enforcement of existing regulations.Furthermore, it may be difficult to obtain and enforce a judgment in certain countries in whichassets of the Partnership are invested. There can be no assurance that this difficulty in protectingand enforcing rights will not have a material adverse effect on the Partnership and its operations.In addition, the income and gains of the Partnership may be subject to withholding taxes imposedby foreign governments for which investors may not receive a full foreign tax credit.

Furthermore, it may be difficult to obtain and enforce a judgment in a court outside of the UnitedStates.

Investing Globally

Borrowers are generally subject to different accounting, auditing and financial reportingstandards in different countries throughout the world. The volume of trading, the volatility ofprices and the liquidity of issuers may vary in the markets of different countries. Hours ofbusiness, customs and access to these markets by outside investors may also vary. In addition,the level of government supervision and regulation of securities exchanges, securities dealers andlisted and unlisted companies is different throughout the world. The law of some countries may

limit the Partnership's ability to invest in securities of certain issuers located in those countries.In addition, there may be a lack of adequate legal recourse for the redress of disputes and insome countries the pursuit of such disputes may be subject to a highly prejudiced legal system.Different markets also have different clearance and settlement procedures. Delays in settlementcould result in temporary periods when a portion of the assets of the Partnership is uninvestedand no return is earned thereon. The inability of Partnership to make intended security purchasesdue to settlement problems could cause the Partnership to miss attractive investmentopportunities. Inability to dispose of portfolio securities due to settlement problems could result


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either in losses to the Partnership, and therefore, the Partnership, due to subsequent declines invalue of the portfolio security or, if such Partnership has entered into a contract to sell thesecurity, could result in possible liability to the purchaser. With respect to certain countries,there is a possibility of expropriation or confiscatory taxation, imposition of withholding taxes ondividend or interest payments, limitations on the removal of funds or other assets of the

Partnership, managed or manipulated exchange rates and other issues affecting currencyconversion, political or social instability or diplomatic developments that could affectinvestments in those countries. An issuer of securities may be domiciled in a country other thanthe country in whose currency the instrument is denominated. The values and relative yields ofinvestments in the securities markets of different countries, and their associated risks, areexpected to change independently of each other. These risks may be greater in emergingmarkets, where liquidity and settlement risks may be greater and accounting standards may notprovide the same degree of investor protection as would generally apply internationally.

Limited Operating History

The Partnership, the General Partner and the Investment Advisor have a limited operating historypursuing the current strategy upon which prospective investors may base an evaluation of thelikely performance of the Partnership. While the Investment Principal responsible forimplementing the strategy has a long history and experience investing in credit instruments suchas corporate bonds, the private equity investment opportunity is only a recent innovation infinancial markets and accordingly there may be risks that the Investment Advisor is not aware ofor might not have considered. The past performance of the Symfonie Capital and its Principalsmay not be indicative of the future performance of the Partnership.

Business Dependent Upon Key Individuals

The success of the Partnership depends upon the ability of the Investment Principal and the Sub-

Advisors to develop and implement investment strategies that achieve the Partnership'sobjective. If the Principal or the Sub-Advisors were to become unable to participate in themanagement of the Partnership, the consequence to the Partnership would be material andadverse and could lead to the premature termination of the Partnership.

Incentive Fee and Allocation to the General Partner

The Incentive Allocation to the General Partner may create an incentive for the General Partnerand its affiliate, the Investment Advisor, make investments that are riskier or more speculativethan would be the case if such arrangement were not in effect.

Absence of Regulatory Oversight

While the Partnership may be considered similar to and investment company, the Partnership isnot required and has no intention to register as such under the Investment Company Act of 1940,as amended (the "1940 Act"). Accordingly, the provisions of the 1940 Act (which require,among other things, investment companies to have a majority of disinterested directors, thatsecurities be held in custody and be individually segregated from the securities of any otherperson and marked to clearly identify such securities as the property of such investmentcompany) are not applicable to investors in the Partnership. Additionally, pursuant to


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exemptions available under rules of the CFTC neither of the General Partner, nor the InvestmentAdvisor is registered with the CFTC as a commodity pool operator or commodity tradingInvestment Advisor.

The General Partner relies on an exemption from registration with the Commodity FuturesTrading Commission ("CFTC") as a Commodity Pool Operator ("CPO") pursuant to CFTC rule4.13(A)(3). Therefore, unlike a registered CPO, the General Partner is not required to deliver aCFTC disclosure document to prospective Limited Partners, nor is it required to provide limitedpartners with certified annual reports that satisfy the requirements of CFTC rules applicable toregistered CPOS.

The Partnership qualifies for the exemption under CFTC rule 4.13(A)(3) on the basis that, amongother things (i) each Limited Partner is an "Accredited Investor" as defined under Securities andExchange Commission rules; (ii) interests in the Partnership are exempt from registration underthe Securities Act of 1933 and are offered and sold without marketing to the public in the UnitedStates and (iii) at all times either (a) the Partnership's interest in the aggregate initial margin andpremiums required to establish commodity interest positions will not exceed five percent of theliquidation value of the Partnership's portfolio; or (b) the aggregate net notional value of thePartnership's interest in the commodity interest positions will not exceed one hundred percent ofthe liquidation value of the Partnership's portfolio.

While the Partnership is not required to register as an Investment Company under the 1940 Act,the US Securities and Exchange Commission (SEC) nonetheless has the power and the authorityto enforce provisions of the 1940 Act and the 1934 Act as they relate to the conduct ofInvestment Advisors.

The Investment Advisor has registered the Partnership with the SEC as a private equity fund.The Investment Advisor accordingly may be subject to enquiry by the SEC in regards to its

affairs and activities and to the affairs of the Partnership.

Risks Relating to Taxation

An investment in the Partnership involves complex tax risks and considerations. For example,certain conflicts of interest may exist due to different tax considerations applicable to thePartnership and the various jurisdiction in which the Partnership invests. Prospective investorsare urged to consult their own tax investment advisors regarding the possible U.S. federal, state,local and non-U.S. tax risks and consequences of an investment in the Partnership. See TaxAspects.

Where the Partnership invests in securities that are not subject to withholding tax at the time ofthe acquisition, there can be no assurance that tax may not be withheld in the future as a result ofany change in applicable laws, treaties, rules or regulations or the interpretation thereof.

An investment in the Partnership may generate phantom income (i.e., items of taxable incomeas determined for U.S. federal income tax purposes, in the advance of the receipt of cashpayments associated with such income). Thus, the tax liability of investors in the Partnership forany profits of the Partnership may exceed any distributions received from the Partnership.


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principal or agent, with the Partnership or the Partnership, provided that such dealings are onnormal commercial terms negotiated on an arm's length basis.

It should also be noted that some of the managers and employees of the General Partner may alsobe managers or employees of the Investment Advisor.

From time to time, brokers may assist the Partnership in raising additional funds from investors.In addition, from time to time, an investor may request that the Investment Advisor directbrokerage to a broker affiliated with an adviser to the investor who had recommended that theinvestor invest in the Partnership. Subject to its obligation to seek best execution, the InvestmentAdvisor may consider referrals of investors to the Partnership, and requests by investors to directbrokerage, in determining its selection of brokers. However, the Investment Advisor will notcommit to an investor or broker to allocate a particular amount of brokerage in any suchsituation.

The above is not necessarily a comprehensive list of all potential conflicts of interest.

BROKERAGE COMMISSIONS; TURNOVER

The Investment Advisor will utilize various brokers and dealers to execute securitiestransactions. Portfolio transactions for the Partnership will be allocated to brokers and dealers onthe basis of best execution based on a number of factors, including commissions/price, the abilityof the brokers and dealers to effect the transactions, the brokers' and dealers' facilities, reliabilityand financial responsibility and the brokers' and dealers' provision of or payment for the costs ofbrokerage and broker in house research services and research products that are of benefit to thePartnership, the Investment Advisor, the Investment Advisor and other clients of the InvestmentAdvisor. The Investment Advisor need not solicit competitive bids and does not have anobligation to seek the lowest available commission cost. All such transactions, to the extent

applicable, will be undertaken in compliance with the rules of the U.S. SEC and within the safeharbor created by section 28(e) of the Securities Exchange Act of 1934, as amended. Softdollars/commissions generated in respect of futures, currency and derivatives transactions andprincipal transactions (that are not riskless principal transactions) that do not generally fall withinthe safe harbor created by section 28(e),

Symfonie Angel Ventures LP OM Dated 20130715

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