Explanation of the Management Company, iSelect Fund Management

The iSelect Fund is a product of years of working with early- and venture-stage companies seeking capital. Its founders, Scott Levine, Michael Kime and Nicholas Schopp, operate a corporate law firm and consulting practice, AEGIS Professional Services, headquartered in St. Louis, Missouri. Founded in 2003, AEGIS has been working to support the needs of early- and venture-capital stage companies for more than a decade. For more information, visit www.aegisps.com.

After years of supporting these companies, it became apparent to AEGIS that the demand for capital among its clients grossly outweighed the available supply. Typically, every major metropolitan area has a subset of investors, investment clubs and early stage funds that are the known universe of early stage investors in that area. This limited collection of investors does not have the capacity to fund all of the viable business ideas that entrepreneurs are developing. As a result, many early stage companies fail because they cannot bridge the capital gap to the point where their businesses are profitable or able to attract private equity or venture capital investors.

Recognizing this financing gap, AEGIS began working with outside sources of capital, wealth managers and broker-dealers to identify ways to more efficiently connect high quality investment opportunities with accredited investors not currently investing in start-ups and emerging growth companies. After years of working to identify a process that works for both investors and companies seeking capital, several facts became apparent. Investors desire to have access to early stage and start-up deals because they understand that it is one of the only asset classes that offers asymmetric returns. However, most investors don't have access to enough deals to build a risk-managed portfolio of these assets. Typically, start-up and early stage investment opportunities are referred through family members and friends who know a founder. Investors frequently have the experience of investing in these deals only to lose their entire investment.

Very few accredited investors have the ability to create a diversified portfolio of early-stage investments. Moreover, wealth managers, broker dealers, and accredited investors frequently do not have the resources and/or experience to efficiently perform due diligence and monitor the performance of early stage investments. As a result, this highly lucrative asset class is not accessible to the vast majority of accredited investors.

The Fund was created to remedy these issues. Its principal objectives are:

1. to provide a platform for accredited investors to have access to a larger volume of opportunities to invest in companies raising capital under Regulation D.
2. to implement a diligence and review process for companies utilizing the Fund's platform to ensure to the greatest extent possible, compliance with federal and state securities laws.
3. to provide potential investors with consistently organized and complete diligence materials necessary to make a full and complete investigation of companies utilizing the fund's platform.

To accomplish these goals, the fund has established a review and approval process that incorporates three separate stages to ensure checks and balances, as well as require participating companies to provide complete access to all material information relating to their businesses. The steps include selection committee approval, compliance with pre-established disclosure and diligence requirements that follow the requirements of Regulation D, and a final review and approval from registered Broker-Dealers who will be responsible for independently reviewing the fund's diligence processes and confirming that each participating company has met all such requirements.

Management Team:

• Scott Levine – To review Scott's biography, click here.
• Michael Kime – To review Michael's biography, click here.
• Nicholas Schopp – To review Nicholas' biography, click here.
• Jeff Joseph

Advisory Board

The fund's management committee has organized a group of accomplished venture investors, financial services leaders, entrepreneurs and business leaders to help advise and lead the management committee.

To be disclosed shortly.

Selection Committee

The fund establishes regional selection committees comprised of industry experts with experience founding, operating, and advising start-up and emerging growth businesses. Any company that desires to participate in the fund must submit an application that sets out the proposed business plan, management team, known competitors, and principal assets (including intellectual property). Based on this information, the selection committee scores each applicant based on a 20-factor Grading Matrix. The selection committee's inquiry is limited to whether the proposed business has a readily accessible market for its product or services, has sufficient expertise and size management team to initially pursue the business, there is no known dominant competitor in the proposed line of business that has significant competitive advantages, and the company possesses the core assets needed to operate its business or has a plan to acquire those assets.

St. Louis:

To be disclosed shortly.

At Large:

To be disclosed shortly.