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3 MB

Extraction Summary

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People
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Organizations
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Locations
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Events
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Relationships
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Quotes

Document Information

Type: Legal document (offering memorandum / private placement memorandum)
File Size: 3 MB
Summary

This document is page 101 of a confidential offering memorandum detailing legal disclaimers and regulatory compliance for an investment fund across multiple jurisdictions (Brazil, Columbia, Denmark, Finland). It specifically notes that the entity 'New Leaf' is involved in the transaction, stating that recipients contacted New Leaf on their own initiative. The footer indicates this document is part of a House Oversight Committee investigation (CONTROL NUMBER 257).

Locations (5)

Relationships (1)

New Leaf Promoter/Placement Agent The Fund
Text states recipients contacted New Leaf regarding interests in the Fund.

Key Quotes (2)

"By receiving this Memorandum, the recipient acknowledges that it contacted New Leaf at its own initiative and not as a result of any promotion or publicity by New Leaf."
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Quote #1
"This Memorandum is strictly private and confidential and may not be reproduced, used for any other purpose or provided to any person or other than the intended recipient."
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Quote #2

Full Extracted Text

Complete text extracted from the document (5,373 characters)

BRAZIL
The Fund is not listed with any stock exchange, organized over the counter market or electronic system of securities trading. Interests in the Fund have not been and will not be registered with any securities exchange commission or other similar authority, including the Brazilian Securities and Exchange Commission (Comissão de valores Mobiliários - or the "CVM"). Interest in the Fund will not be directly or indirectly offered or sold within Brazil through any public offering, as determined by Brazilian law and by the rules issued by the CVM, including Law No. 6,385 (Dec. 7, 1976) and CVM Rule No. 400 (Dec. 29, 2003), as amended from time to time, or any other law or rules that may replace them in the future.
Acts involving a public offering in Brazil, as defined under Brazilian laws and regulations and by the rules issued by the CVM, including Law No. 6,385 (Dec. 7, 1976) and CVM Rule No. 400 (Dec. 29, 2003), as amended from time to time, or any other law or rules that may replace them in the future, must not be performed without such prior registration. Persons in Brazil wishing to acquire interests in the Fund should consult with their own counsel as to the applicability of these registration requirements or any exemption therefrom. Without prejudice to the above, the sale and solicitation of interests in the Fund is limited to qualified investors as defined by CVM Rule No. 409 (Aug. 18, 2004), as amended from time to time or as defined by any other rule that may replace it in the future.
This Memorandum is confidential and intended solely for the use of the addressee and cannot be delivered or disclosed in any manner whatsoever to any person or entity other than the addressee.
COLUMBIA
Neither this Memorandum nor the interests in the Fund have been reviewed or approved by the Financial Superintendency of Colombia (the "FSC") or any other governmental authority in Colombia, nor has the Fund or any related person or entity received authorization or licensing from the FSC or any other governmental authority in the Colombia to market or sell interests in the Fund within Colombia. No public offering of interests in the Fund is being made in Colombia or to Colombian residents. By receiving this Memorandum, the recipient acknowledges that it contacted New Leaf at its own initiative and not as a result of any promotion or publicity by New Leaf. This Memorandum is strictly private and confidential and may not be reproduced, used for any other purpose or provided to any person or other than the intended recipient.
DENMARK
This Memorandum has not been and will not be filed with or approved by the Danish Financial Supervisory Authority or any other regulatory authority in Denmark and Limited Partner Interests in the Fund have not been and are not intended to be listed on a Danish regulated market. Limited Partner Interests in the Fund have not been and will not be offered in Denmark under the E.U. Alternative Investment Fund Managers Directive (as implemented into Danish law). Consequently, this Memorandum may not be made available and interests in the Fund may not be marketed or offered for sale directly or indirectly to any natural or legal person in Denmark except as permitted under applicable rules.
FINLAND
As the Fund is a closed end fund, the marketing of interests in the Fund is not interpreted to be subject to the provisions of the Finnish Act on Mutual Funds (sijoitusrahastolaki, 29.1.1999, as amended, the "MFA"). Accordingly prospective investors should acknowledge that this Memorandum is not a fund prospectus as meant in the MFA and the marketing of interests in the Fund is not subject to a marketing permission from the Financial Supervisory Authority (Finanssivalvonta; "FIN-FSA"). Furthermore, even if interests in the Fund were to be construed as "securities" as defined in the Finnish Securities Markets Act (arvopaperimarkkinalaki, 14.12.2012/746, as amended the "SMA"), based on the exemptions set forth in the SMA, the offering of interests in the Fund would be exempted from the prospectus requirements of the SMA (based on the limited number of Finnish offerees and the minimum investment and transfer restrictions specified herein). Accordingly prospective investors must acknowledge that this Memorandum is not a prospectus within the meaning set forth in the SMA. Prospective investors should also note that neither the General Partner or the Management Company is an investment firm (sijoituspalveluyritys) within the meaning of the Finnish Investment Services Act ( sijoituspalvelulaki 747/2012) and they are not subject to the supervision of the FFSA. Any prospective investors should acknowledge that they will not be treated as clients of placement agents (if any) engaged by the Management Company in connection with the placement of interests in the Fund and such placement agents may not be under any duty to safeguard the interests of prospective investors. Furthermore, the Fund is not a property fund as meant in the Finnish Act on Property Funds (kiinteistörahastolaki, 1173/1997). The FIN-FSA has not authorized any offering for the subscription of interests in the Fund; accordingly, interests in the Fund may not be offered or sold in Finland or to residents thereof except as permitted by Finnish law.
101
CONTROL NUMBER 257 - CONFIDENTIAL
HOUSE_OVERSIGHT_024112

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