Subsequent closings each a subsequent closing may be

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Unformatted text preview: he applicable Subsequent Closing. The Manager may temporarily forego the actual payment of the Management Fee at its discretion, and in such case the Management Fee foregone shall remain a payable on the financial statements of the Partnership owing to the Manager. Such foregone Management Fee shall be payable in full or in part from time to time at the request(s) of the Manager. Fund Size The Partnerships are together targeting total Aggregate Capital Commitments of CAD$100 million. Aggregate Capital Commitments of less than or in excess of this amount may be accepted in the sole discretion of the General Partner. Closings The initial closing of the Partnership (the “Initial Closing”) will be held on a date to be determined by the General Partner in its sole discretion. The General Partner may make the timing of the Initial Closing contingent on the Partnership having obtained a minimum threshold in terms of Aggregate Capital Commitments. Subsequent closings (each a “Subsequent Closing”) may be held at the sole discretion of the General Partner, provided that the final Subsequent Closing occurs no later than twelve months after the date of the Initial Closing. Minimum Commitment and Subscription The minimum Unit Commitment for a Limited Partner who is an individual is for Units with a purchase price of $250,000 at the time of issue. For a Limited Partner that is an institution, such minimum is for Units with a purchase price of $2,000,000 at the time of issue. However, the General Partner reserves the right to accept subscriptions of less than such amounts in its sole discretion. Issuance of Units Units will be issued at the Initial Closing at a purchase price per unit of $1,000. Units will be issued at any Subsequent Closing for a purchase price of (a) $1,000, plus (b) an amount equal to the prime rate of interest established by the Bank of Nova Scotia applied to the amount obtained by multiplying $1,000 by the percentage of the capital commitments of the limited partners admitted at previous closings of the Partnership and/or Parallel Partnership(s), that have been called by the Partnership and/or a Parallel Partnership (such - 17 - amount in (b) together with any adjustments pursuant to 1. and 2. immediately below being the “Subsequent Closing Adjustments”). The General Partner may make additional adjustments to the purchase price of Units issued at any Subsequent Closing based upon the following principles: 1. Where any of the Partnership and/or Parallel Partnership(s) have made a Portfolio Investment in a private company prior to such closing, and the General Partner determines that there has been a substantial arm’s length transaction during the period from the date on which such Portfolio Investment was entered into by the Partnership and/or Parallel Partnership(s) to the date of the Subsequent Closing that establishes a new value for the Portfolio Investment that is higher than its cost base, the price per Unit acquired at such Subsequent Closing may be increased by an amount equal to such Limited Partner’s pro rata share per Unit of the amount by which such new value exceeds the cost base of such Portfolio Investment; and 2. Where any of the Partnership and/or Parallel Partnership(s) have made a Portfolio Investment in a company that is listed on a stock exchange at the time of a Subsequent Closing, the price per Unit acquired at such Subsequent Closing may be increased by an amount equal to such Limited Partner’s pro rata share per Unit of any increase in the value of such Portfolio Investment from the date on which the Portfolio Investment was entered into by the Partnership and/or Parallel Partnership(s) to the day prior to the Subsequent Closing, as determined with reference to the published closing price of the relevant securities of such company on the last trading day prior to the date of the Subsequent Closing. Transfers between the Partnership and Parallel Partnerships At the final Subsequent Closing the General Partner intends to transfer funds and interests in Portfolio Investments between the Partnership and any Parallel Partnerships to the extent (if at all) determined by the General Partner, acting reasonably, to be appropriate to ensure that Portfolio Investments, distributions, Subsequent Closing Adjustments, and certain expenses are allocated on a pro-rata basis between such partnerships based on their respective unit commitments (either as held immediately after such Subsequent Closing, or otherwise as appropriate to obtain a equitable result as determined by the General Partner acting reasonably). Commitments, Capital Calls and Commitment Period Capital calls of Limited Partners will be made from time to time to fund Portfolio Investments, expenses and fees, on not less than 10 business days notice in writing at any time during the 5 year period following the Initial Closing up until the end of the Commitment Period. Thereafter, Limited Partners will be released from any further obligation with respect to their unfunded Capital Commitments except to the extent necessary to: (a) fund the operating expenses of the Partnership (including Management Fees and indemnity obligations); (b) complete Portfolio Investments...
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This document was uploaded on 02/19/2014.

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