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Clean technologies may face an extended time to market due to consumer education barriers, technological
development timeframes and a lack of funding. Further, clean technologies may be feasible, but not cost
effective. Given that many clean technologies are substitution products, cost competitiveness is critical without
which low consumer adoption may result. It is possible that public interest in a clean environment may
Possible Claims Against Limited Partners
If the available assets of the Partnership are insufficient to discharge obligations incurred by the Partnership,
or, if the Partnership is dissolved, the creditors of the Partnership may have a claim against an Limited Partner
for the repayment of any distributions or returns of contributions received by such Limited Partner to the
extent that such obligations arose before the distributions or returns of contributions sought to be recovered by
the Partnership. A Limited Partner who transfers its Units, if permitted, pursuant to the terms of the
Partnership Agreement remains liable to make such repayments.
Economic and Political Conditions
The success of the Partnership’s investments may be affected by many factors, including: (a) changes in
general economic and market conditions involving interest rates, availability of credit, inflation rates, currency
movements and economic uncertainty; and (b) changes in laws and national and international political
circumstances including wars, terrorist acts or security operations.
The Partnership may invest in early stage companies that do not have a clear valuation. In some cases,
conventional valuation methods may be inappropriate or impossible to employ. There is no assurance that the
valuation obtained by the Partnership for any investment will be able to provide returns for Limited Partners.
Conflicts of Interest
The General Partner, the Manager and their affiliates may engage in a broad spectrum of investment and
consulting activities. In the ordinary course of its business, the General Partner and the Manager engage in
activities where its interests or the interests of its clients may conflict with the interests of the Partnership.
Further, the Manager and its affiliates may be engaged to provide services to the Partnership or Portfolio
Investments (including in connection with the consummation or disposition of a Portfolio Investment), and
may, in connection with the provision of such services, be paid fees. Such fees will be subject to the paragraph
“Summary of Partnership Agreement – Other Fees” above. The services provided by the Manager or its
affiliates shall be provided on terms no less favourable to the Partnership or the portfolio company than those
obtainable by the Partnership on an arms’ length basis from an unrelated party.
- 27 - There is no certainty that the Partnership's targeted companies and the Environmental Sectors in which they
are located will continue to grow.
The General Partner and the Manager are not registered as an advisor or dealer under applicable Canadian
securities legislation and, accordingly, the protections available to clients of a registered advisor or dealer
under securities legislation are not available to the Partnership or to the Limited Partners.
Potential Loss of Limited Liability
The legislation of a number of jurisdictions provides for the registration of the Partnership as an extrajurisdictional limited partnership, thereby affording Limited Partners the limited liability provided by such
legislation. There is a risk, in certain jurisdictions, that Limited Partners may not be afforded limited liability
to the extent that principles of conflicts of law recognizing the limitation of liability of limited partners have
not been authoritatively established with respect to limited partnerships formed under the laws of one
jurisdiction but which carry on business in another jurisdiction. The General Partner intends to register the
Partnership as an extra-jurisdictional limited partnership in those jurisdictions where the Partnership is advised
that it will be carrying on business by virtue of this offering or otherwise, and where there is provision for
registration as an extra-jurisdictional limited partnership in order to preserve the limited liability of the Limited
Although the Partnership Agreement provides that Limited Partners will have no right to participate in the
management or control of the Partnership or to make any decisions with respect to the investments made by
the Partnership, Limited Partners may lose the protection of limited liability in certain circumstances,
including as a result of taking or being deemed to have taken part in the management or control of the business
of the Partnership or as a result of false statements in the record of the Limited Partners required under the
Limited Partnerships Act (Ontario) or documents filed under, or other non-compliance with, legislation
governing limited partnerships in other j...
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This document was uploaded on 02/19/2014.
- Spring '14