Capital commitment means the amount committed by a

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Unformatted text preview: aggregate amount of Capital Commitments made to the Partnership by all the Limited Partners. “Carried Interest” means the entitlement of the General Partner to a portion of the distribution of the proceeds in relation to a Portfolio Investment as set forth below under “Summary of Partnership Agreement – Distributions”. “Capital Commitment” means the amount committed by a Limited Partner for investment in the Partnership pursuant to the Subscription Agreement of such Limited Partner. “Commitment Period” means the period following the Initial Closing up until the date that is five years from the Initial Closing. “Environmental Sectors” means environmentally driven industrial sectors such as renewable energy, water, sustainable agriculture, clean technologies, and similar sectors. “Fund I” means Investeco Private Equity Fund, L.P. “Fund II” means Investeco Private Equity Fund II, L.P. “Fund Term” means the term of the Partnership as described under “Summary of the Partnership Agreement – Term and Early Wind-Up”. “General Partner” means Investeco General Partner III Corp. “Initial Closing” means the first closing of the issuance of units of any of the Partnership or a Parallel Partnership. “Limited Partners” means the subscribers for Units of the Partnership, who are accepted by the General Partner as limited partners of the Partnership. “Management Agreement” means the agreement between the Manager, as manager, and the Partnership pursuant to which the Manager will provide management services to the Partnership. “Management Fee” means the management fee payable to the Manager pursuant to the Management Agreement. “Manager” means Investeco Capital Corp., the manager of the Partnership. “Offering” means the offering of Units pursuant to this Offering Memorandum. “Parallel Partnerships” means limited partnerships or other entities formed for investment by investors not resident in Canada and/or other parties, which are intended to co-invest with the Partnership. -4- “Partnership” means Investeco Private Equity Fund III, L.P. “Partnerships” means the Partnership together with any and all Parallel Partnerships. “Partnership Agreement” means the limited partnership agreement of the Partnership between the General Partner, as general partner, and the Limited Partners, as limited partners, as may be amended and restated from time to time. “Portfolio Investments” means the investments in portfolio companies made by the Partnership from time to time as described below under “Investment Objective” and “Investment Strategy”. “Subsequent Closing” means a closing of the issuance of units of any of the Partnership or a Parallel Partnership following the Initial Closing. “Subscription Agreement” means the agreement to be entered into by each Limited Partner with the Partnership relating to the investment by the Limited Partner in Units, subject to acceptance of such subscription by the General Partner, in the form required by the General Partner. “Units” means limited partnership units in the Partnership. “Unit Commitments” means the Units purchased by a Limited Partner pursuant to such Limited Partner’s Subscription Agreement. -5- THE PARTNERSHIP The Partnership is an Ontario limited partnership formed as of July 8, 2008, and has its head office at Suite 400, 70 The Esplanade, Toronto, Ontario. Investeco General Partner III Corp., an Ontario corporation with its head office at Suite 400, 70 The Esplanade, Toronto, Ontario, is the general partner of the Partnership (the “General Partner”). One or more separate partnerships or other entities may also be established for nonresidents of Canada and/or other parties (each a “Parallel Partnership”, and together with the Partnership, the “Partnerships”). Such Parallel Partnerships are intended generally to invest on a pro-rata basis with the Partnership based on their respective final unit commitments, subject to legal, tax and regulatory considerations. THE PRINCIPALS The principals of Investeco are the following individuals: Andrew Heintzman Stephen Griggs Alex Chamberlain Michael Curry John Cook Michael de Pencier INVESTMENT OBJECTIVE The Partnership has been established for the purpose of acquiring interests in primarily Canadian-based companies operating within the environmentally driven industrial sectors of renewable energy, water, sustainable agriculture and clean technologies, and similar sectors. INVESTMENT STRATEGY The Partnership aims to acquire Portfolio Investments in what the General Partner believes to be exceptional, primarily Canadian, private companies within the Environmental Sectors. These investments will generally be equity stakes in such companies, although the General Partner may also use other structures such as convertible debt in an effort to mitigate or minimize risks where it feels they are appropriate. The primary focus of the Partnership is expected to be on private companies whic...
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