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Unformatted text preview: nal Instrument 45-106
Prospectus and Registration Exemptions (“NI 45-106”) promulgated under Canadian securities laws.
No Advisory Registration
The General Partner will be responsible for making all investment decisions on behalf of the Partnership, in
accordance with the Partnership Agreement. The Manager will enter into a management agreement with the
Partnership pursuant to which the Manager will provide certain management services to the Partnership,
including, without limitation, research, due diligence and similar services.
The Partnership is not a mutual fund as the Units are not redeemable on demand. In addition, the Partnership is
not a non-redeemable investment fund (as that term is defined under the Securities Act (Ontario)) as the
Partnership is actively involved in the management of the portfolio companies in which it invests. As a result,
purchasers should note that the rules designed to protect Limited Partners who purchase securities of a mutual
fund or a non-redeemable investment fund will not apply to the Units.
Neither the General Partner nor the Manager is registered as an advisor or dealer under applicable Canadian
securities legislation and, accordingly, the protections available to clients of a registered advisor or dealer will not
be available to the Partnership or to holders of Units. - 32 - Language of Documents (Quebec residents only)
If a purchaser is a resident of or subject to the laws of the province of Québec, the purchaser and the Partnership
agree that: (a) the subscription agreement and any other contract entered into in connection with it shall be
effective only upon its execution by or on behalf of the Partnership outside of Québec and that, accordingly, all
such agreements shall be deemed to be entered into outside of Québec; and (b) it is their express wish that the
subscription agreement and, as well as all other documents related to it, including notices, shall be drawn up in
the English language only.
Les parties aux présentes confirment leur volonté expresse de voir la convention de souscription, même que tous
les documents, y compris tous avis, s’y rattachant, rédigés en langue anglaise seulement.
Purchaser’s Rights of Action
Securities legislation in certain of the provinces of Canada provides, or requires purchasers to be provided with, a
right of action for rescission or damages, or both, in addition to any other right they may have at law, where an
offering memorandum and any amendment or supplement to it contains an untrue statement of a material fact or
an omission to state a material fact that is required to be stated or that is necessary to make a statement not
misleading in light of the circumstances in which it was made (a “misrepresentation”). Such rights must be
exercised within prescribed time limits. Purchasers should refer to the express provisions of the applicable
securities laws, regulations and rules for particulars of those rights or consult with a lawyer. Such provisions may
contain limitations and/or statutory defences on which the Partnership and other applicable parties may rely.
The rights of action described below are in addition to and without derogation from any right or remedy available
at law to the purchaser and are intended to correspond to the provisions of the relevant securities legislation and
are subject to the defences contained therein. The rights of action for damages or rescission described below are
available against the Partnership and/or the General Partner and not against the Manager or any limited partner,
dealer, director, officer or other person.
The applicable contractual and statutory rights are summarized below. The contractual rights of action discussed
below will be provided to purchasers in the subscription agreements executed in connection with the purchase of
the Units offered under this Memorandum.
National Instrument 45-106
Units are being distributed to purchasers resident in Canada in reliance on the “accredited investor” exemption
contained in NI 45-106.
Units are being distributed to purchasers resident in Ontario in reliance on the “accredited investor” exemption
contained in NI 45-106. Pursuant to Ontario Securities Commission Rule 45-501 promulgated under the
Securities Act (Ontario), such purchasers receive statutory rights of action for damages or rescission under
Ontario securities laws in the event that this Memorandum contains a misrepresentation. An Ontario purchaser
who purchases Units offered hereby during the period of distribution will be deemed to have relied upon the
misrepresentation only if it was a misrepresentation at the time of the purchase. If the purchaser exercises its
rights of rescission, it will not have a right of action for damages as against the Partnership. The Partnership
will not be liable if it proves the purchaser purchased Units with a knowledge of the misrepresentation. The
Partnership will not be liable for all or any portion of damages that it proves do not represent the depreciation
in value of the Units as a result of the misrepresentation relied upon. In no case will the amount recoverable
exceed the price at which the Units were offered.
No action will be commenced to enforce these rights more than:
- 33 - (a) In the case of an action for rescission, 180 days from the day of the transaction that gave rise to the
cause of action; or (b) In the case of an action for damages, the earlier of:
(ii) 180 days f...
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This document was uploaded on 02/19/2014.
- Spring '14