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.
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
”) and of other documents referred to herein, which do not purport to be
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 “
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 “
”). 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 “
”) 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