Private Placement Memorandum

This memorandum is confidential and is furnished solely to a prospective investor considering an investment in [Legal name of the Delaware limited partnership], the Fund. It may not be reproduced or distributed without the consent of [Legal name of the general partner], the General Partner. This memorandum is not legal, tax, accounting, or investment advice. Each prospective investor should consult its own advisers and should review the Limited Partnership Agreement and subscription documents before investing.

Interests means the limited partnership interests in the Fund offered by this memorandum. Capitalized terms not defined in this memorandum have the meanings given in the Limited Partnership Agreement, which governs in the event of any inconsistency with this summary.

The Interests are being offered and sold in privately placed transactions in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this memorandum is truthful or complete. Any representation to the contrary is a criminal offense.

The Interests have not been registered under the Securities Act or state securities laws. They may not be offered, sold, assigned, pledged, or otherwise transferred unless the General Partner consents and the transfer is registered or exempt from registration. No public market exists or is expected to develop for the Interests.

The Fund will not register as an investment company under the Investment Company Act and intends to rely on Section 3(c)(1). The General Partner will limit beneficial ownership as necessary to preserve that exclusion, including the statutory limit of not more than one hundred beneficial owners.

Each investor must be a person whom the General Partner reasonably believes is an accredited investor as defined in Regulation D under the Securities Act, or must otherwise be eligible to purchase Interests under the exemption on which the offering relies; an equity owner's accredited-investor status is required only where the investor's own status depends on it under Rule 501(a). Each investor must be a qualified client under paragraph (d)(1) of Rule 205-3 under the Investment Advisers Act of 1940, and, where that rule treats the equity owners of an investor that is a private investment company as defined in Rule 205-3(d)(3), a registered investment company, or a business development company as clients, each such equity owner must be a qualified client under that paragraph. That criterion is a condition of admission for every investor, whether or not the Performance Allocation is charged to it, and may not be waived.

The Interests are speculative, illiquid, and involve a high degree of risk. An investor must be able to bear the loss of its entire investment for an indefinite period.

Investment Manager Status: [Registration or exempt-reporting status of the investment manager]

This summary highlights the principal terms of the offering. It is qualified in full by the Limited Partnership Agreement and subscription documents. If this summary conflicts with the Limited Partnership Agreement, the Limited Partnership Agreement controls.

The Fund. [Legal name of the Delaware limited partnership] is a Delaware limited partnership. [Legal name of the general partner] is its General Partner, and the Manager is its investment manager. Interests are limited partnership interests in the Fund. A Capital Account records an investor's contributions, allocations, charges, and distributions, including any designated-investment sub-accounts. An investor may hold more than one Capital Account, and each is tested separately for the Performance Allocation.

Offering. The Fund expects to accept subscriptions monthly, or on other dates selected by the General Partner. The Fund reserves the right to suspend or terminate offerings of Interests at any time.

Minimum Investment. The minimum initial investment is $1,000,000, which the General Partner may waive in its discretion.

Management Fee. The Fund pays the Manager a management fee at an annual rate of 2.0% of each investor's opening Capital Account, after effective capital activity and Performance Allocations and before the period's fee, including designated investments unless waived. The fee is charged quarterly in advance for calendar periods, and the General Partner makes equitable adjustments to reflect admissions of, and withdrawals or distributions paid to, investors during a period.

Filed-agreement examples (4 filed agreements examined — too few to state market practice)HideShow

Term	Frequency
1.5%	1 of 41 example →
1.25%	1 of 41 example →
1%	1 of 41 example →

Show 1 more termHide 1 term

Additional observed terms

2%	1 of 41 example →

Full analysis (4 data points) →

Why this selected default?

Why is this the selected default?

The Apex memorandum states 2.0% and Smithson states 1.0%/0.9%. The two-document comparison is not a market sample.

Performance Allocation. At the end of each fiscal year, on the admission of a substitute limited partner to whom an investor's entire Interest has been transferred, and on the final distribution following dissolution, 20% of each investor's eligible Performance Change above its opening Loss Carryforward is reallocated from that investor's Capital Account to the General Partner's Capital Account. Performance Change includes realized and unrealized gains and losses after Management Fees and expenses; contributions are excluded and taxes charged to the account during the period are added back. An interim withdrawal or distribution crystallizes only the proportion represented by the gross capital leaving the account divided by the whole account immediately before the transaction; that proportion of the opening balance, contributions, tax add-backs, and Loss Carryforward is tested with the departing capital, and the Performance Allocation is computed on the gross amount and deducted from withdrawal proceeds. The continuing account retains its untested calculation balances. Any other transfer is not tested: the transferee succeeds to the transferred capital together with the same proportion of the opening balance, contributions, tax add-backs, and Loss Carryforward. The Performance Allocation provisions remain in effect during winding up, and the General Partner will not be obligated to return any portion of the Performance Allocation due to the subsequent performance of the Fund. The Loss Carryforward starts at zero, increases dollar for dollar with negative Performance Change, and is reduced by positive Performance Change before another Performance Allocation is made. Contributions do not reset it. The departing portion's carryforward is retired on withdrawal or distribution; the continuing portion is retained without expiration. On a transfer, the carryforward attributable to the transferred capital moves with it into a separate Capital Account of the transferee, which is tested on its own even if the transferee is already an investor, so one account's carryforward does not shelter another account's gains. There is no hurdle rate.

Designated Investments. The General Partner may segregate an illiquid or difficult-to-value investment into memorandum sub-accounts for its existing participants. Designation does not defer annual performance accounting: designated values, gains, losses, and expenses remain in the investor's Capital Account for performance accounting. Unrealized appreciation can therefore generate a Performance Allocation before the investment is sold. The General Partner may satisfy a withdrawal first from the investor's ordinary Capital Account and then from its sub-account; a withdrawal from either remains subject to the gate, suspension, and in-kind payment terms that apply to all withdrawals.

Capital Account Deficits. If a debit to an investor's Capital Account, other than a withdrawal or distribution, would reduce that Capital Account below zero, the amount below zero is allocated to the General Partner's Capital Account instead. Later allocations of profit that would otherwise be credited to that investor's Capital Account, but not new capital contributions or the tax special allocations described below, are allocated to the General Partner until the General Partner has recovered those amounts. No investor is required to pay any deficit in its Capital Account to the Fund or to another investor, and no withdrawal or distribution may leave a Capital Account with a negative balance. The Limited Partnership Agreement also contains a qualified income offset and a gross income allocation, tax provisions that specially allocate income and gain to a partner whose Capital Account has a deficit.

Lock-Up. Each contribution has a separate initial lock-up ending 12 months after acceptance.

Withdrawals. After the applicable lock-up, an investor may withdraw on the last business day of each quarterly period. The Fund must receive irrevocable written notice at least 60 calendar days before the withdrawal date.

Filed-agreement examples (4 filed agreements examined — too few to state market practice)HideShow

Term	Frequency
Selected defaultQuarterly	2 of 42 examples →
Monthly	1 of 41 example →
Periodic tender/repurchase offer	1 of 41 example →

Full analysis (4 data points) →

Why this selected default?

Why is this the selected default?

Apex permits quarterly withdrawals and Smithson permits monthly withdrawals. The two-document comparison is not a market sample.

Filed-agreement examples (2 filed agreements examined — too few to state market practice)HideShow

Term	Frequency
60 days	2 of 22 examples →

Full analysis (2 data points) →

Why this selected default?

Why is this the selected default?

Both memoranda in the cited comparison state sixty days. The comparison is not a market sample.

Gate, Suspension, and Holdback. The General Partner may limit aggregate payments on a withdrawal date to 25% of Fund net asset value, reduce requests pro rata, suspend withdrawals and valuation in extraordinary circumstances, and retain up to fifteen percent of the amount due until completion of the Fund's audit.

Reports. The Limited Partnership Agreement requires the General Partner to furnish quarterly unaudited Capital Account statements, annual financial statements prepared in accordance with U.S. generally accepted accounting principles and audited by an independent certified public accountant within 120 days after each fiscal year end, audited financial statements promptly after completion of an audit upon liquidation, and annual tax information.

Transfers. Interests may be transferred only with the General Partner's prior written consent and satisfaction of legal, tax, and regulatory conditions, and only to a transferee that meets the Fund's investor eligibility requirements, including qualified-client status, whether or not it is admitted as a substitute limited partner. A transferee succeeds to the transferor's Capital Account to the extent of the transferred Interest, together with its share of the performance calculation balances, and holds it as a separate Capital Account; a Performance Allocation is determined on a transfer only when a substitute limited partner is admitted for the transferor's entire Interest.

Amendments and Winding Up. Amendments generally require the General Partner and holders of more than fifty percent of Limited Partner Capital Accounts, subject to affected-investor consent protections. The General Partner may make specified administrative or compliance amendments without consent only if no Limited Partner is materially and adversely affected and the protected consent rights are respected. The General Partner winds up the Fund or appoints a liquidator; if it cannot do either, holders of more than fifty percent of Limited Partner Capital Accounts select the liquidator. Creditors and appropriate liability reserves are paid or provided for first, debts owing to investors as partners next, and remaining positive Capital Accounts last.

Side Letters. The General Partner may enter side letters with particular investors that modify fees, liquidity, information rights, or other terms, subject to the Limited Partnership Agreement's required consents. Terms in a side letter with another investor govern with respect to that investor, and other investors will have no rights in respect of those terms. A side letter does not waive or modify the investor eligibility requirements described in this memorandum.

Investment Objective. [The Fund seeks long-term capital appreciation by investing primarily in publicly traded U.S. equity securities.]

Strategy. [The Manager takes long and short positions in U.S.-listed companies with market capitalizations above $1 billion, selected through fundamental research. Positions are typically held for six to eighteen months.]

The Manager may change the manner in which it implements the strategy as markets, available opportunities, portfolio size, and regulatory conditions change. No assurance can be given that the Fund will achieve its objective.

Leverage. [The Fund may borrow from its prime broker and may use short sales and exchange-traded options. Gross exposure will not exceed 200% of the Fund's net asset value, measured when each position is added.]

Concentration. [No single issuer will represent more than 15% of the Fund's net asset value, measured when the position is added.]

The Fund may hold cash or defensive positions when the Manager considers it appropriate.

The General Partner controls the Fund and has delegated portfolio management to the Manager. The Manager selects investments, executes transactions, allocates opportunities among accounts, and supervises the Fund's service providers, subject to the Limited Partnership Agreement and its internal policies. The General Partner determines net asset value and may consult the Manager regarding assets without readily available market prices.

Principals. [Jane Doe is the Manager's founder and chief investment officer. She previously spent ten years as a portfolio manager at a registered investment adviser.]

No investor may participate in management or bind the Fund.

The Limited Partnership Agreement limits the liability of the General Partner, Manager, their affiliates, and their respective owners, directors, officers, employees, and agents except for losses resulting from fraud, bad faith, willful misconduct, gross negligence, or a willful and material breach of that agreement, and it does not waive any right or remedy under federal or state law that cannot be waived. It also requires the Fund to indemnify those persons against Fund-related claims, settlement amounts, and expenses, except to the extent the amount for which indemnification is sought is finally determined, in a merits decision in the action, suit, arbitration, or other proceeding (including a judicial, administrative, or legislative proceeding) in which the claim is asserted, to have resulted from that conduct. A claim, including one brought by the Fund or an investor alleging such conduct, that settles without a merits decision may therefore leave the Fund paying defense costs and settlement amounts. The General Partner decides whether the Fund advances defense costs, including costs of defending the General Partner itself, against an undertaking to repay amounts ultimately found not indemnifiable. Indemnification is payable only from Fund assets and remains subject to non-waivable federal and state law.

The Management Fee and Performance Allocation are described in the Summary of Principal Terms. They reduce investor returns and may be reduced or waived for selected investors.

The Fund bears its actual organization and offering expenses, including legal, accounting, filing, printing, and subscription-processing costs.

The Fund also bears brokerage and trading costs; borrowing and financing charges; administration, audit, tax, custody, prime-brokerage, legal, regulatory, insurance, research, technology dedicated to the Fund, valuation, reporting, investigation, litigation, and winding-up costs; taxes; and other expenses directly attributable to its business. The Manager bears its ordinary office rent, employee compensation, and general overhead except for costs specifically attributable to the Fund.

Placement Agents. [None, or identify recipient, compensation, payer, offsets or caps, and who pays any excess]

Fund expenses are allocated among Capital Accounts in the manner the General Partner determines is fair, including special allocation of an expense attributable to a particular investor, investment, class, or transaction.

The Fund may also pay or advance defense expenses for the General Partner, Manager, and other protected persons under the Limited Partnership Agreement, including for a claim against the General Partner itself. Advances require an undertaking to repay amounts ultimately found not indemnifiable; a settlement without a merits decision may leave the Fund bearing defense and settlement costs.

Withdrawal rights are limited to those stated in the Limited Partnership Agreement and summarized above. The General Partner reserves the right to waive or modify terms related to withdrawals for any investor pursuant to a written agreement with that investor. A request remains subject to investment gain and loss until the effective withdrawal date.

If aggregate requests exceed the Fund gate, requests may be reduced pro rata and deferred. The deferred portion remains invested and subject to gains, losses, Management Fees, and the Performance Allocation until its effective withdrawal date. An unsatisfied request is satisfied on the next and, if necessary, successive withdrawal dates, each time subject to the gate, and is not prioritized over later requests; unsatisfied and later requests are satisfied together pro rata. The General Partner may suspend withdrawals, payment, or valuation when markets are closed or disrupted, reliable prices are unavailable, assets cannot be disposed of lawfully or fairly, a material service provider or counterparty is impaired, or an emergency affects Fund operations.

The Fund pays at least eighty-five percent of the amount due within thirty days after the withdrawal date, with the remainder paid without interest upon completion of the Fund's audit, subject to reserves and charges. Withdrawn capital, including any Performance Allocation charged on it, is debited as of the withdrawal date and does not share in the Fund's income, gains, or losses after that date, subject to adjustments the General Partner treats as applicable to prior periods, which a former investor must pay or receive in cash, except that a former investor need not pay more than its Capital Account at the time to which the charge relates and no demand will be made where applicable law prohibits it; capital remaining in the account, including any portion deferred by the gate, continues to participate. Payment of the unpaid balance or audit holdback settles a payment obligation and does not debit or test that capital again.

The Fund may pay proceeds in cash, securities or other property, an interest in a liquidating vehicle, or a combination. A partial withdrawal of capital eligible under the lock-up applies in first-in-first-out order to dated contribution portions across the investor's Capital Accounts, subject to the General Partner's option to use eligible ordinary capital before eligible Designated Investment capital; each account's withdrawn amount is then tested under the Limited Partnership Agreement's proportional method. Every Capital Account credit and debit is reflected in its dated contribution portions, which together total that account. Each portion tracks ordinary capital separately from each Designated Investment in which it participated at designation. Items traceable to an ordinary asset or Designated Investment follow the remaining balances in that layer. An unattributable account-wide item, including an account-wide fee or Performance Allocation, is shared among dated portions in proportion to their total balances and recorded in their ordinary balances; a negative ordinary balance is offset against a positive Designated Investment balance when testing the portion's net amount available for withdrawal. Ordinary-capital-first withdrawals use eligible ordinary balances before eligible Designated Investment balances, and FIFO applies within each layer; a voluntary withdrawal may draw on still-locked capital only with the General Partner's consent, and compulsory withdrawals are separately permitted; a withdrawal removes its gross amount from the selected portions, and its Performance Allocation reduces proceeds without being charged again. If a dated portion has a negative net total, its deficit is reallocated among other positive dated portions of the same Capital Account in proportion to their positive net totals; this can reduce capital otherwise eligible for withdrawal while preserving the Capital Account total and the investment-layer totals. Sharing an account-wide charge among dated portions can increase or reduce the amount eligible for withdrawal on a given date without changing the Capital Account total. Transferred capital keeps its original contribution dates through any later transfer; a transfer is not a new contribution, does not restart a lock-up, and does not satisfy the withdrawal notice requirement. The General Partner may compel a withdrawal when continued ownership could impair an exemption, violate law, create adverse tax or regulatory consequences, or otherwise harm the Fund.

Although the Fund generally does not expect to declare distributions, the Fund may declare distributions from time to time as authorized by the General Partner.

An investment in the Fund is speculative and suitable only for an investor that can bear a complete loss. The following risks are not exhaustive, and the selected strategy may involve additional risks.

Investment and Market Risk. The value of Fund investments may decline rapidly because of issuer, market, interest-rate, currency, political, economic, or other events. The Fund may lose all of its investment in a position, and past performance is not necessarily indicative of future results.

Strategy-Specific Risk. [Short Selling. A short sale can lose more than the amount invested, because the price of a borrowed security has no upper limit.]

Leverage and Short-Sale Risk. Borrowing, derivatives, short sales, and other forms of leverage can magnify losses and force liquidation at unfavorable prices, and derivatives present the risk of losses in excess of the amounts invested. A short position has theoretically unlimited loss potential.

Concentration Risk. A concentrated portfolio may be affected more severely by events involving one issuer, sector, region, instrument, or counterparty than a diversified portfolio.

Illiquidity Risk. No public market exists for the Interests, transfers require consent, and withdrawals are subject to a separate initial lock-up for each contribution, notice, a gate, suspension, holdback, and possible in-kind payment. Portfolio assets may be less liquid than the Fund's withdrawal terms, and forced sales may occur at substantial discounts.

Valuation Risk. Some investments lack reliable market prices. Fair values are estimates that may differ from sale proceeds. A later adjustment can change net asset value, fees, the Performance Allocation, and withdrawal proceeds.

Unrealized Performance Allocation and Deficit Risk. The Fund may allocate a Performance Allocation on an unrealized gain and pay cash to the General Partner before that gain is realized. Management Fees charged on unrealized Designated Investment values can also contribute to a deficit. A later loss can exceed an investor's remaining Capital Account. Under the Capital Account Deficits provision, the General Partner's Capital Account bears the amount below zero, and later gains that would otherwise be allocated to that investor go to the General Partner until that amount is recovered, so the investor's Capital Account generally does not grow from gains until then; only the qualified income offset and gross income allocation can credit it in the meantime. The General Partner may withdraw any positive balance in its Capital Account, including Performance Allocations, at any time without notice to investors, subject to the Fund's liabilities and reasonable reserves. If a deficit allocated to the General Partner exceeds its capital, its Capital Account becomes negative, the General Partner is not required to restore it, and the shortfall reduces the value available to the other investors. The General Partner controls valuation.

Counterparty and Custody Risk. The Fund may lose money if a prime broker, custodian, clearing firm, bank, financing provider, or derivatives counterparty defaults, becomes insolvent, misuses assets, or fails to settle a transaction.

Operational and Cybersecurity Risk. Trading errors, model failures, inaccurate data, fraud, cyberattack, loss of systems or records, business interruption, and failures of the Manager or a service provider may cause loss, missed opportunities, disclosure of confidential information, or delayed subscriptions and withdrawals. Controls cannot eliminate these risks.

Dependence on Personnel. The Fund depends on the Manager's principals and personnel. Their death, disability, departure, or reduced involvement could materially harm the Fund, and the Fund may not be able to retain suitable replacements.

Regulatory and Tax Risk. Laws, regulations, tax rules, market practices, and governmental interpretations may change, sometimes without transition relief. A change may restrict the strategy, increase costs, require disclosure, reduce returns, or cause a compulsory withdrawal.

No Independent Management. Investors have no right or power to participate in the management or control of the Fund.

The General Partner, Manager, their affiliates, and their personnel may manage other funds and accounts, invest for themselves, and conduct businesses that compete or transact with the Fund. Other accounts may have different fees, liquidity, mandates, or priority. The Manager intends to allocate investment opportunities and partial fills among eligible accounts under policies it considers fair and reasonable over time, but no allocation method eliminates all conflicts.

The General Partner or Manager may determine the fair value of assets lacking reliable market quotations while the Management Fee and Performance Allocation are calculated using those values. This creates an incentive to assign higher values.

The Fund may buy from, sell to, or otherwise transact with affiliates or other managed accounts when permitted by law and the Manager's policies. Affiliated service providers may receive fees, other compensation or reimbursement for costs or expenses in connection with providing services to the Fund.

The General Partner may decide whether the Fund advances defense costs for a claim against the General Partner itself and has authority to settle claims. A settlement without a merits decision may leave Fund assets paying defense and settlement costs even when the claim alleges fraud or other conduct that would defeat indemnification after a final merits determination.

The General Partner will address conflicts under the governing documents and applicable law, but a conflict may be resolved in a manner less favorable to the Fund than if the parties were independent.

The Manager selects brokers and counterparties with the objective of seeking best execution under the circumstances. It will take into account factors such as price, size of order, difficulty of execution and operational facilities of a brokerage firm and the firm's risk in positioning a block of securities.

The Fund may pay a broker more than the lowest available commission in return for lawful brokerage or research services. Those services may benefit the Manager or other accounts as well as the Fund, and the Manager may receive a benefit without paying for the service from its own resources.

Subject to applicable law and policy, the Manager may arrange cross trades between the Fund and another managed account or transactions involving an affiliate. It will seek terms it reasonably believes are fair to the Fund and will obtain any consent required by law.

The prime broker or custodian may provide financing, clearance, custody, securities lending, and related services and will receive fees, spreads, commissions, interest, or other compensation from the Fund.

The Limited Partnership Agreement requires the General Partner to furnish unaudited Capital Account statements quarterly; the administrator or General Partner may furnish them more often.

The Limited Partnership Agreement requires the Fund's financial statements to be prepared in accordance with U.S. generally accepted accounting principles and audited by an independent certified public accountant as of the end of each fiscal year and upon liquidation. Audited annual financial statements are furnished within 120 days after each fiscal year end, and audited financial statements prepared upon liquidation are furnished promptly after completion of that audit. If the General Partner or the Manager relies on the audit provision of Rule 206(4)-2(b)(4) under the Investment Advisers Act of 1940 for the Fund, the accountant must be registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board.

Exchange-traded assets are ordinarily valued using available market prices. Assets without reliable quotations are valued at fair value in good faith using methods and information selected by the General Partner, which may include dealer quotes, pricing services, models, transaction data, appraisals, and issuer information. Liabilities include accrued fees, expenses, and reserves. The General Partner may depart from a quoted price when it believes the price does not represent fair value.

Valuation decisions affect the allocation of profit and loss, the fees and Performance Allocation, subscriptions, and withdrawals. In the absence of manifest error, determinations under the Limited Partnership Agreement are binding.

The Fund intends to be treated as a partnership for United States federal income-tax purposes and not as an association taxable as a corporation. The Fund generally does not pay federal income tax. Instead, each investor reports its allocable share of Fund income, gain, loss, deduction, and credit, whether or not the Fund distributes cash. Tax allocations may differ from book allocations and from economic gain or loss.

The Fund expects to provide each investor a Schedule K-1 and related tax information after each year end. Information may not be available before an investor's tax-return due date, and an investor may need to request an extension.

The General Partner will act as the partnership representative of the Fund, with the authority, subject to certain restrictions, to act on behalf of the Fund in connection with any administrative or judicial review of items of the Fund's income, gain, loss, deduction, or credit, and will designate the designated individual. The partnership representative may make elections under the partnership audit rules, including the push out election under Section 6226 of the Internal Revenue Code. Current and former investors must cooperate and provide requested tax information. Taxes paid on an investor's behalf and its attributable share of tax adjustments, interest, and penalties are charged against its Capital Account. Any amount exceeding that Capital Account balance must be paid within five business days after notification and demand by the General Partner, including after withdrawal, transfer, or dissolution. These tax obligations are exceptions to the absence of mandatory additional capital contributions.

A tax-exempt investor may recognize unrelated business taxable income from Fund borrowing, debt-financed property, or certain operating income.

A non-United States investor may be subject to withholding, information reporting, and United States tax on effectively connected or other United States-source income.

Tax rules are complex and depend on each investor's circumstances. This summary is general, incomplete, and not tax advice. Each prospective investor should consult its own tax advisers before investing and throughout its ownership of an Interest.

The General Partner intends to operate the Fund so that its assets are not treated as plan assets of benefit-plan investors. It may limit benefit-plan ownership to less than twenty-five percent of each class of Interests, disregarding holdings excluded under the applicable plan-asset rules, and may reject a subscription, restrict a transfer, or compel a withdrawal to preserve that status.

A fiduciary considering an investment must determine independently that the investment is prudent, diversified as required, permitted by the plan documents, and free of a prohibited transaction. The Manager and its affiliates will not have or exercise any discretion to cause a plan to invest in the Fund or provide investment advice to any plan fiduciary concerning an investment in the Fund.

The Fund and its service providers may require identity, beneficial-ownership, source-of-funds, tax, sanctions, and other compliance information before or after accepting a subscription. They may verify information through third parties and monitor transactions. The General Partner may reject or delay a subscription, refuse a transfer or payment, report information to authorities, or compel a withdrawal when it considers those actions necessary to comply with anti-money-laundering, sanctions, or other law.

Subscription money and withdrawal proceeds ordinarily must move through an account in the investor's name.

A prospective investor must obtain and review this memorandum, the Limited Partnership Agreement, the subscription agreement, and the investor questionnaire; complete and sign the subscription materials; provide all requested tax and compliance documents; and send cleared funds by the deadline stated in the subscription instructions.

The subscription documents require the investor to represent, among other matters, that it is an accredited investor (relying on its equity owners' status only where its own status depends on them) or is otherwise eligible under the exemption on which the offering relies; that it is a qualified client under paragraph (d)(1) of Rule 205-3 and that, if it is a private investment company as defined in Rule 205-3(d)(3), a registered investment company, or a business development company, each equity owner that rule treats as a client is also a qualified client under that paragraph; is acquiring the Interest for its own account and not for distribution; must bear the economic risk of its investment for an indefinite period of time; has reviewed the offering documents and had an opportunity to ask questions; if it is a benefit plan investor, that the investment was independently selected by the plan fiduciary; and has provided accurate tax and sanctions information and the information reasonably requested to identify any equity owners to whom either test applies.

The General Partner may accept or reject a subscription in whole or in part for any reason and may accept less than the stated minimum. A subscription is not accepted until the General Partner signs or otherwise records its acceptance and the investor is admitted as a Limited Partner.