HOUSE_OVERSIGHT_024081.jpg
2.48 MB
Extraction Summary
2
People
4
Organizations
0
Locations
1
Events
2
Relationships
2
Quotes
Document Information
Type:
Legal/financial disclosure (likely private placement memorandum or offering memorandum)
File Size:
2.48 MB
Summary
This document appears to be page 70 of a confidential Private Placement Memorandum or Offering Memorandum for an investment fund. It outlines specific risk factors including tax implications, withholding taxes, the handling of confidential information, the authorization of side letters/written agreements, and market volatility following the 2008 financial crisis. The document bears a House Oversight Bates stamp, indicating it was part of a document production for a congressional investigation.
People (2)
| Name | Role | Context |
|---|---|---|
| General Partner | Fund Manager |
Entity authorized to structure investments and enter into side agreements.
|
| Limited Partners | Investors |
Investors purchasing interest in the fund, subject to tax risks and confidentiality agreements.
|
Organizations (4)
| Name | Type | Context |
|---|---|---|
| The Fund |
The primary entity being invested in, subject to market volatility and tax risks.
|
|
| Management Company |
Entity authorized to enter into written agreements alongside the General Partner.
|
|
| U.S. Congress |
Mentioned as a body that may adopt new financial regulations in response to market volatility.
|
|
| House Oversight Committee |
Implied by the Bates stamp 'HOUSE_OVERSIGHT_024081'.
|
Timeline (1 events)
Since 2008
Capital, credit and securities markets experiencing unprecedented levels of volatility and disruption.
Global Markets
Relationships (2)
General Partner structures investments for Limited Partners; can enter side letters affecting Limited Partners.
Management Company authorized to act on behalf of the Fund regarding agreements.
Key Quotes (2)
"The Fund, the General Partner and the Management Company will be authorized... to enter into side letters or similar written agreements with Limited Partners"Source
HOUSE_OVERSIGHT_024081.jpg
Quote #1
"Since 2008, the capital, credit and securities markets have been experiencing unprecedented levels of volatility and disruption."Source
HOUSE_OVERSIGHT_024081.jpg
Quote #2
Full Extracted Text
Complete text extracted from the document (3,405 characters)
Tax Risks
Certain tax risks relating to an investment in the Fund are discussed in Section XI “Certain Tax & ERISA Considerations”, which prospective investors should read carefully. No assurances can be given that current tax laws, rulings and regulation will not be changed during the life of the Fund. Prospective Limited Partners should consult their tax advisors for further information about the tax consequences of purchasing a Limited Partner Interest in the Fund.
Certain tax risks relating to an investment in the Fund are discussed in Section XI “Certain Tax & ERISA Considerations”, which prospective investors should read carefully. No assurances can be given that current tax laws, rulings and regulation will not be changed during the life of the Fund. Prospective Limited Partners should consult their tax advisors for further information about the tax consequences of purchasing a Limited Partner Interest in the Fund.
Withholding and Other Taxes
The General Partner intends to structure the Fund’s investments in a manner that is intended to achieve the Fund’s investment objectives and, notwithstanding anything contained herein to the contrary, there can be no assurance that the structure of any investment will be tax efficient for any particular investor or that any particular tax result will be achieved. In addition, tax reporting requirements may be imposed on investors under the laws of the jurisdictions in which investors are liable to taxation or in which the Fund makes portfolio investments. Prospective investors should consult their own professional advisors with respect to the tax consequences to them of an investment in the Fund under the laws of the jurisdiction in which they are liable to taxation. Furthermore, the Fund’s returns in respect of its investments may be reduced by withholding or other taxes imposed by jurisdictions in which the Fund’s portfolio companies are organized.
The General Partner intends to structure the Fund’s investments in a manner that is intended to achieve the Fund’s investment objectives and, notwithstanding anything contained herein to the contrary, there can be no assurance that the structure of any investment will be tax efficient for any particular investor or that any particular tax result will be achieved. In addition, tax reporting requirements may be imposed on investors under the laws of the jurisdictions in which investors are liable to taxation or in which the Fund makes portfolio investments. Prospective investors should consult their own professional advisors with respect to the tax consequences to them of an investment in the Fund under the laws of the jurisdiction in which they are liable to taxation. Furthermore, the Fund’s returns in respect of its investments may be reduced by withholding or other taxes imposed by jurisdictions in which the Fund’s portfolio companies are organized.
Confidential Information
The Partnership Agreement will contain confidentiality provisions intended to protect proprietary and other information relating to the Fund and the Fund’s portfolio companies. To the extent that such information is publicly disclosed, competitors of the Fund and/or competitors of its portfolio companies, and others, may benefit from such information, thereby adversely affecting the Fund, its portfolio companies and the General Partner and the economic interests of Limited Partners.
The Partnership Agreement will contain confidentiality provisions intended to protect proprietary and other information relating to the Fund and the Fund’s portfolio companies. To the extent that such information is publicly disclosed, competitors of the Fund and/or competitors of its portfolio companies, and others, may benefit from such information, thereby adversely affecting the Fund, its portfolio companies and the General Partner and the economic interests of Limited Partners.
Written Agreements
The Fund, the General Partner and the Management Company will be authorized, without the approval of any Limited Partner, to enter into side letters or similar written agreements with Limited Partners that have the effect of establishing rights under, or altering or supplementing the terms of this Memorandum, the Partnership Agreement, such Limited Partner’s Subscription Agreement or other related agreements. The ability of other Limited Partners to receive copies of and/or elect to receive the benefit of such side agreements will be limited.
The Fund, the General Partner and the Management Company will be authorized, without the approval of any Limited Partner, to enter into side letters or similar written agreements with Limited Partners that have the effect of establishing rights under, or altering or supplementing the terms of this Memorandum, the Partnership Agreement, such Limited Partner’s Subscription Agreement or other related agreements. The ability of other Limited Partners to receive copies of and/or elect to receive the benefit of such side agreements will be limited.
Market volatility
Since 2008, the capital, credit and securities markets have been experiencing unprecedented levels of volatility and disruption. Ongoing volatility could negatively impact the Fund in a number of ways. Many of the investments purchased, held and sold on behalf of the Fund may be complex, and their market values will be highly sensitive to market changes. Overall Fund returns may be reduced as relatively small changes in the capital, credit or securities markets may have significant impacts on the profitability of Fund investments. In addition, the U.S. Congress and regulatory agencies may adopt new financial regulations and tax policies in response to continued volatility, which could restrict the Fund’s investment options and be otherwise unfavorable to the Fund.
Since 2008, the capital, credit and securities markets have been experiencing unprecedented levels of volatility and disruption. Ongoing volatility could negatively impact the Fund in a number of ways. Many of the investments purchased, held and sold on behalf of the Fund may be complex, and their market values will be highly sensitive to market changes. Overall Fund returns may be reduced as relatively small changes in the capital, credit or securities markets may have significant impacts on the profitability of Fund investments. In addition, the U.S. Congress and regulatory agencies may adopt new financial regulations and tax policies in response to continued volatility, which could restrict the Fund’s investment options and be otherwise unfavorable to the Fund.
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CONTROL NUMBER 257 - CONFIDENTIAL
CONTROL NUMBER 257 - CONFIDENTIAL
HOUSE_OVERSIGHT_024081
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