Investeco_OM - Investeco Private Equity Fund III L.P...

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(For use in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, Nova Scotia, New Brunswick, Newfoundland and Labrador and Prince Edward Island) CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM
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In making an investment decision, investors must rely on their own examination of the Partnership and the terms of this offering, the Partnership Agreement and Subscription Agreement (as each is defined below), including the merits and risks involved. Potential investors should pay particular attention to the information under the caption “Risk Factors” in this Memorandum. Investment in the Partnership is suitable only for qualified sophisticated investors and requires the financial ability and willingness to accept the high risks and lack of liquidity inherent in an investment in the Partnership. Limited Partners must be prepared to bear such risks for an extended period of time. No assurance can be given that the Partnership’s investment objectives will be achieved or that investors will receive a return of their capital. Prospective investors should not construe the contents of this Memorandum as legal, tax, regulatory, investment, financial or accounting advice, and each prospective investor is urged to consult with its own advisors with respect to the legal, tax, regulatory, investment, financial, accounting and other consequences of an investment in the Partnership. This Memorandum contains a summary of the limited partnership agreement of the Partnership (the Partnership Agreement ”) and of other documents referred to herein, which do not purport to be complete. Such summary is subject to and qualified in its entirety by reference to the Partnership Agreement and the subscription agreement to be signed by each investor (the “ Subscription Agreement ”). This Memorandum is to be used by the prospective investor to which it is furnished solely in connection with considering the purchase of the Units described herein. The information contained herein should be treated in a confidential manner and may not be reproduced or used in whole or in part for any other purpose, nor may it be disclosed, without the prior written consent of Investeco General Partner III Corp. (the “ General Partner ”). Each prospective investor accepting this Memorandum hereby agrees to return it, and any copies of it, promptly upon request. No person has been authorized in connection herewith to give any information or make any representations other than as contained in this Memorandum and any representation or information not contained herein must not be relied upon as having been authorized by the Partnership or any of its partners (including the General Partner), Investeco Capital Corp. (the “ Manager ”) or any of their affiliates or the directors, officers, members, partners, employees, agents, shareholders, associates or affiliates of any of them. The delivery of this Memorandum does not imply that any other
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Investeco_OM - Investeco Private Equity Fund III L.P...

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