32 language of documents quebec residents only if a

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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. Ontario 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: (i) (ii) 180 days f...
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This document was uploaded on 02/19/2014.

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