HOUSE_OVERSIGHT_024058.jpg
1.83 MB
Extraction Summary
3
People
3
Organizations
2
Locations
2
Events
1
Relationships
4
Quotes
Document Information
Type:
Legal document / fund term sheet (likely private placement memorandum or partnership agreement)
File Size:
1.83 MB
Summary
This document appears to be page 47 of a confidential legal agreement (likely a Private Placement Memorandum or Limited Partnership Agreement) produced for the House Oversight Committee. It outlines specific terms for an investment fund, including the General Partner's required financial commitment (1.5%), the 10-year term duration, drawdown notice periods, and strict investment limitations regarding diversification and foreign investments (US/Canada focus). It references an 'Advisory Board' that holds approval power over term extensions and exceptions to investment restrictions.
People (3)
| Name | Role | Context |
|---|---|---|
| General Partner | Fund Manager |
Entity managing the fund; required to commit at least 1.5% of aggregate commitments; has right to extend term.
|
| Limited Partners | Investors |
Investors in the fund; obligations regarding capital contributions and drawdowns.
|
| Advisory Board | Oversight Body |
Body required to approve term extensions and exceptions to investment limitations.
|
Organizations (3)
| Name | Type | Context |
|---|---|---|
| The Fund |
The investment vehicle described in the document (specific name not visible on this page).
|
|
| Portfolio Companies |
Entities in which the Fund invests.
|
|
| House Oversight Committee |
Implied recipient of the document via Bates stamp 'HOUSE_OVERSIGHT'.
|
Locations (2)
| Location | Context |
|---|---|
|
Jurisdiction reference for investment limitations.
|
|
|
Jurisdiction reference for investment limitations.
|
Relationships (1)
General Partner needs Advisory Board approval to extend the term or exceed investment limitations.
Key Quotes (4)
"The General Partner will commit to the Fund at least 1.5% of the aggregate Commitments of the Partners."Source
HOUSE_OVERSIGHT_024058.jpg
Quote #1
"Term: 10 years, subject to the General Partner’s right to extend the term for up to three one-year periods"Source
HOUSE_OVERSIGHT_024058.jpg
Quote #2
"the Fund’s total investment in any single Portfolio Company shall not exceed 10% of the aggregate Subscriptions of all Partners"Source
HOUSE_OVERSIGHT_024058.jpg
Quote #3
"the Fund’s total investment in Portfolio Companies organized in jurisdictions outside of the United States and Canada shall not exceed 15% of the aggregate Subscriptions of all Partners"Source
HOUSE_OVERSIGHT_024058.jpg
Quote #4
Full Extracted Text
Complete text extracted from the document (2,457 characters)
required to contribute the same percentage of its Commitment as each of the other Limited Partners had been required to contribute prior to such closing plus an additional amount, calculated like interest at the prime rate plus 2% per annum, compounded quarterly, on the amount of such contribution.
General Partner Commitment
The General Partner will commit to the Fund at least 1.5% of the aggregate Commitments of the Partners.
The General Partner will commit to the Fund at least 1.5% of the aggregate Commitments of the Partners.
Term:
10 years, subject to the General Partner’s right to extend the term for up to three one-year periods, with the approval of the Advisory Board (as defined below).
10 years, subject to the General Partner’s right to extend the term for up to three one-year periods, with the approval of the Advisory Board (as defined below).
Drawdowns:
Commitments are expected to be drawn down on an as needed basis, generally, with not less than 10 business days’ prior written notice. The initial capital contributions of the Partners will be due on not less than 7 business days’ prior written notice.
Commitments are expected to be drawn down on an as needed basis, generally, with not less than 10 business days’ prior written notice. The initial capital contributions of the Partners will be due on not less than 7 business days’ prior written notice.
Investment Period:
The Partners will have no obligation to make additional capital contributions to fund new investments during a Suspension Period (as defined below) or after the period commencing on the Fund’s initial closing date and ending on the earliest of (i) the fifth anniversary of the Final Closing Date and (ii) the date on which a Suspension Period becomes permanent (the “Investment Period”); provided, however, that the Partners will have a continuing obligation to make capital contributions to fund prospective investments in process, follow-on investments, and to pay Fund expenses and other Fund obligations (including, without limitation, the Management Fee (as defined below) and indemnification obligations).
The Partners will have no obligation to make additional capital contributions to fund new investments during a Suspension Period (as defined below) or after the period commencing on the Fund’s initial closing date and ending on the earliest of (i) the fifth anniversary of the Final Closing Date and (ii) the date on which a Suspension Period becomes permanent (the “Investment Period”); provided, however, that the Partners will have a continuing obligation to make capital contributions to fund prospective investments in process, follow-on investments, and to pay Fund expenses and other Fund obligations (including, without limitation, the Management Fee (as defined below) and indemnification obligations).
Diversification &
Investment Limitations:
Without the approval or ratification of the Advisory Board:
(a) the Fund’s total investment in any single Portfolio Company shall not exceed 10% of the aggregate Subscriptions of all Partners;
(b) the Fund’s total investment in Portfolio Companies organized in jurisdictions outside of the United States and Canada shall not exceed 15% of the aggregate Subscriptions of all Partners;
(c) the Fund may not as of any time invest more than 10% of the aggregate Subscriptions of all Partners in open market purchases of securities that, at the time of investment, are traded on a Public Securities Market and are being purchased as a stand-alone passive investment; provided, however, that for the avoidance of doubt, the foregoing restriction shall not apply
Investment Limitations:
Without the approval or ratification of the Advisory Board:
(a) the Fund’s total investment in any single Portfolio Company shall not exceed 10% of the aggregate Subscriptions of all Partners;
(b) the Fund’s total investment in Portfolio Companies organized in jurisdictions outside of the United States and Canada shall not exceed 15% of the aggregate Subscriptions of all Partners;
(c) the Fund may not as of any time invest more than 10% of the aggregate Subscriptions of all Partners in open market purchases of securities that, at the time of investment, are traded on a Public Securities Market and are being purchased as a stand-alone passive investment; provided, however, that for the avoidance of doubt, the foregoing restriction shall not apply
47
CONTROL NUMBER 257 - CONFIDENTIAL
HOUSE_OVERSIGHT_024058
CONTROL NUMBER 257 - CONFIDENTIAL
HOUSE_OVERSIGHT_024058
Discussion 0
No comments yet
Be the first to share your thoughts on this epstein document