Profits Not Shared in Proportion to Contributed Capital
The capital contribution of the General Partner will represent only a small portion of the Fund’s capital. Limited Partners may invest greater amounts and may receive a proportionately smaller amount of the profits of the Fund than the General Partner. The General Partner may have an incentive to make investments that are riskier or more speculative than if the General Partner received allocations on a basis identical to that of the Limited Partners in the Fund or was compensated on a basis not tied to the performance of the Fund.
Investment Opportunities
The General Partner may in certain circumstances allocate investment opportunities to prior funds or potential successor funds. Allocation of investment opportunities will be made in good faith by the General Partner. There can be no assurance that the allocation of investment opportunities by the General Partner will not give rise to conflicts of interest between the investors of the respective funds.
Long-Term Investment An investment in the Fund is a long-term commitment, and there is no assurance of any distribution to the Limited Partners prior to or upon liquidation of the Fund.
Illiquidity of Limited Partner Interests
The Limited Partner Interests are highly illiquid. There is no public market for the Limited Partner Interests and none is expected to develop. Limited Partner Interests in the Fund may not be assigned, transferred or encumbered without the prior written consent of the General Partner. Voluntary withdrawals of Limited Partner Interests are not permitted, except in limited circumstances where necessary to comply with laws or regulations applicable to a Limited Partner. Consequently, a Limited Partner may not be able to liquidate their investment in the event of a change in circumstances or for other reasons and, therefore, must be prepared to bear the risks of owning its interest in the Fund for an extended period of time. The Limited Partner Interests will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or under the various “Blue Sky” or securities laws of the state or jurisdiction of residence of any Limited Partner of the Fund. The Limited Partner Interests are being offered only to “accredited investors” under an exemption in Section 4(2) of the Securities Act and the rules of the Securities and Exchange Commission thereunder and exemptions under the various applicable “Blue Sky” and other state securities laws.
Bridge Financings and Guarantees
From time to time, the Fund may lend to portfolio companies on a short-term, unsecured basis or guaranty portfolio company obligations in anticipation of a future issuance of equity or long- term debt securities. Such bridge loans would typically be convertible into a more permanent, long-term security; however, for reasons not always in the Fund’s control, such long-term securities may not issue and such bridge loans or guarantees may remain outstanding. In such event, the interest rate on such loans or compensation for such guaranty (if any) may not adequately reflect the risk associated with the unsecured position taken or guaranty given by the Fund.
64 CONTROL NUMBER 257 - CONFIDENTIAL
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