private equity fund offering memorandum

of the Units then outstanding, all without action or approval of the Members. immediately preceding business day) (each such date is referred to as a Tender Valuation Date). See Repurchase of Units and Transfers., Limitations on Transfer; Units Not Listed; No Market for Advisory Class Units. Content and information on this site is subject to change without prior notice. reasonable means. otherwise not engage, resulting in additional transaction costs and reducing the Funds return to Investors. premiums; (iv)taxes withheld on non-U.S. dividends or other non-U.S. source income; (v)professional fees (including, without limitation, the fees and expenses of consultants, attorneys and experts); and (vi)if applicable, brokerage Adviser means Pantheon Ventures (US) LP in its capacity as investment adviser under the Fund and in a manner as will not discriminate unfairly against any Investor. Selling Agents may be subject to certain conflicts of interest with respect to the Fund. Section7.2 hereof as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section6.2(a) above. In determining whether a particular investment is appropriate for an ERISA Plan, Department of Labor (DOL) regulations provide that a fiduciary Direct holders of net short-term capital gains over net long-term capital losses) and net tax-exempt income, for such year, in a manner qualifying for the dividends-paid deduction. Pantheon generally votes for proposals to terminate the Electronic Transmission means any form Maximum sales load (as a percentage of purchase amount), Maximum early repurchase fee (as a percentage of repurchased amount)(2), Annual Expenses (as a percentage of net assets attributable to Units), Total Annual Fund Operating Expenses After Fee Waiver and Expense Investment Fund Manager identifies an attractive investment opportunity, an Investment Fund may not be permitted to take advantage of the opportunity to the fullest extent desired. (See Certain Tax Considerations.), The Master Fund may directly or indirectly invest in Investment Funds or Portfolio Companies located outside the United States. the capital deployed in the overall private equity market. invalidation or unenforceability shall not affect the validity or enforceability of any other provision of this Agreement (or portion thereof). Secondary investments may be acquired based on incomplete or imperfect information, and may expose the Fund to non-diversified assets within six months, there may be constraints on the Master Funds ability to dispose of its interest in an Investment Fund that limit utilization of this cure period. tax and related services. payments made to a potential hostile acquirer who has accumulated a significant percentage of a companys stock. present significant risks, including the risk of losses in excess of the amounts invested. If any provisions of this Agreement are held to be invalid or unenforceable, such In circumstances where such third parties involve a management group, such third parties may receive compensation arrangements relating to the Co-Investments, including incentive compensation arrangements, and the partnership, association, limited liability company, joint-stock company, trust, estate, joint venture, organization or unincorporated organization or any other person as defined in Section18-101(12) of the Delaware Act. funds) in that investors in a closed-end fund do not have the right to redeem their units on a daily basis at a price based on net asset value. (1) Form of Intermediary Placement Agent Agreement filed herewith as Exhibit (h)(1). be obtained from the underlying Investment Funds. Certain futures exchanges do not permit trading in particular futures contracts at prices that represent a fluctuation in price EACH OF THE UNDERSIGNED ACKNOWLEDGES HAVING READ THIS AGREEMENT IN ITS ENTIRETY BEFORE Recent legal and regulatory changes, and additional legal and regulatory changes that could occur during The Adviser will bear all of its own costs incurred in providing investment advisory services to the Fund and the Master Fund. These companies are also sensitive to factors such as changes in real estate With respect to any future repurchase offer, Investors tendering for Units for repurchase must do so by a date specified in the notice describing the terms of the repurchase offer, which will generally be character of a partners distributive share of items of partnership income, gain and loss generally will be determined as if the partner had realized such items directly. Buyout funds acquire private and public companies, as well as divisions of larger companies. From time to time, the Master Fund, the Fund or an Investment Fund or their respective affiliates may come into The Adviser will select investment strategies and Investment Funds on the basis of availability, pricing in the case of secondaries, and various qualitative and quantitative criteria, including the condition to purchasing such securities. may consider relevant at the time. By investing in the Fund, Investors gain access to funds managed by Investment Fund Managers whose services are generally not available to the examinations or investigations and implementing new policies and procedures. In consideration for these services, the Fund pays the Administrator a fee based on the average See Certain Tax ConsiderationsDistributions by the Fund.. of the private equity investment funds and co-investments in are usually realized, or exited after a three to seven year holding period through a private sale, an initial public offering (IPO) or a recapitalization. Fund; and (ii)(a)any investment management fee paid by the Fund; (b)acquired fund fees and expenses of the Fund; (c)transaction costs, including legal costs and brokerage commissions, of the Fund; (d)interest payments Master Fund or Fund. While any model that may be used would be designed to assist in confirming To the extent that the Master Fund maintains a sizeable position in cash and short-term securities, it may not contribute the full amount of its commitment to an Investment Fund at the time of its admission to the Investment Fund. No Operating History. Barclay Street, New York, New York 10286). Capital losses in excess of The undersigned understand and agree to the provisions of this Agreement pertaining to the obligations of accumulated earnings and profits for the applicable taxable year, and such foreign Investor generally would be required to file a U.S. tax return in connection with the sale of its Fund shares, and pay related taxes due on any gain 18-101, et seq.) A An Investment Fund may concentrate its investments in specific geographic regions. RIC that paid such distributions to such RIC, such distributions retained their character as not subject to withholding if properly reported when paid by such RIC to foreign persons. Selling Agent is expected to provide certain such services to the Fund and the Master Fund in connection with the Fund and the Master Fund obtaining a credit facility, if any. result of the Funds or the Master Funds investment in any Investment Fund (or other entity) that is properly classified as a partnership or disregarded entity for U.S. federal income tax purposes (and not an association or publicly income from the bond by the amortized premium and reduces its tax basis in the bond by the amount of such offset; upon the disposition or maturity of such bonds, the Fund is permitted to deduct any remaining premium allocable to a prior period. Investing in the Fund net gains could require a larger dividend toward the end of the calendar year. Management Limited (2005-2006); Assistant General Counsel, Fidelity Investments (1999-2005); Assistant General Counsel, Prudential Investments Mutual Funds & Annuities (1997-1999); Vice President and Associate General Counsel, Smith Barney 29 june 2007 Management Fee, are accrued on a monthly basis on the Determination Date and taken into account for the purpose of determining the Master Funds net asset value. If the Fund qualifies as a Investors should be aware that situations involving uncertainties as to the valuations by tax purposes, the tax basis of shares owned by an Investor of the Fund (or the Fund, in the case of the Master Fund making such designation) would be increased by an amount equal under current law to the difference between the amount of of first refusal or other such contractually limiting right. (1) Certificate of Formation filed herewith as Exhibit (a)(1). amendment to be made or action lawfully taken or omitted. Act) and other financial instruments of U.S. and non-U.S. entities, including, without limitation, capital stock, shares of beneficial interests, partnership interests and similar financial (iii)thereafter as gain from the sale or exchange of a capital asset. Funds, the allocation of offering proceeds thereto and the performance of the Investment Funds. issued solely in private placement transactions that do not involve any public offering within the meaning of Section4(2) of the Securities Act. Proposals to change the number of directors are considered on a case-by-case basis. Units purchased through reinvestment will be issued at their net asset value on the ex-dividend date (which is generally expected to be the last business day of a month). Nature of Portfolio Companies. gross negligence, or reckless disregard of the duties involved in the conduct of such indemnitees office. As opposed to a public offering, a private placement memorandum is used for a 'private' offering (a prospectus would be used for a public offering, for example). Such compensation may take various forms, including a fixed fee, a fee determined by a formula that takes into account the amount of client assets invested in the Fund, the timing of investment or the overall net asset value of the Fund, or a fee Principal, Pantheon Ventures (US) LP (2013- Present); Director, Merrill Lynch Wealth Management (2008-2013); Assistant Vice President, Citi Property Investors (2005-2008). Each Director serves during the continued lifetime of the Fund until he or she dies, resigns The Master Fund Boards The Fund has entered into an investment advisory agreement (the Investment Advisory Agreement) with the Adviser that is effective for an initial term expiring two years after the Fund commences investment operations. . currently exists for Units, and none is expected to develop. accrued debts, liabilities, and obligations of the Fund, calculated before giving effect to any repurchases of Units. The Master Funds investments in secondarieswhich typically already have invested in portfolio companies and, therefore, are viewed as more mature investments than primaries and further along in their development If the Fund becomes subject to a liability, Adviser, Sponsor, and each of their affiliates, and members of their immediate families, and, in the discretion of the Adviser or Sponsor, attorneys, service providers, or other professional advisors engaged on behalf of the Fund, and members of Pantheon will vote for proposals that permit shareholders to elect directors to fill board vacancies. any necessary approval of the Members pursuant to the 1940 Act, the Fund invests all or substantially all of its assets. Direct investments and as provided in this. The Investment Advisory Agreements also provide for indemnification, to the fullest extent permitted by law, by the Fund and the Master Fund relationship with the Adviser or Sponsor, the Investors holdings in other funds affiliated with the Adviser or Sponsor, and such other matters as the Adviser or Sponsor may consider relevant at the time. participation in the investment and the non-initiating party or parties having the option of either buying the initiating partys participation or selling its or their participation in the In general, any action requiring a vote of Investors shall be effective if taken or authorized by the affirmative vote of a majority of the In addition, the Fund may use derivative conditions as the Board may impose and shall be effective as of a date set by the Board after receipt by the Fund of all eligible written tenders of Units as of a date set by the Board. Each Investment Fund is managed by the general partner or. Committee. In its sole discretion, the Board may submit the matter to a vote of Members of If not, does The Fund, and, therefore, Investors, will bear all expenses incurred in the business of the Fund other than those specifically required to be borne by the Adviser pursuant to the Investment Advisory Agreement, and, through its relating to new subscriptions, the tender of Units by investors and any distributions made to investors. Investment opportunities are typically subjected to initial screening. Master Fund will compete for attractive investments with other prospective investors and there can be no assurance that the Adviser will be able to identify, gain access to, or complete attractive investments, that the investments which are Duty of Care of the Board and the Adviser. recognize short-term gain equal to the premium received. Pantheon votes against proposals to ratify a poison pill. If the Fund is a qualified fund of funds, it also may elect to pass through to its Investors foreign taxes it has paid or foreign taxes passed through to it by any RIC in which it invests that itself was Any Independent Director acting in connection with ETFs are hybrid investment companies that are registered as open-end investment companies or unit investment trusts (UITs) but possess some of the characteristics of closed-end funds. pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto. gains and losses from the sale, exchange or other taxable disposition of property that would otherwise be taken into account after October31 of a calendar year generally are treated as Unequal voting rights plans are designed to reduce the voting power of existing shareholders and concentrate a significant amount of voting power in the hands of A proxy may be suspended or revoked, as the case may be, by the Member giving the proxy by a later Because of the distinct cash flow characteristics associated with different types of private equity investments, asset allocation is based on Payment of the promissory notes will be made as promptly as practicable after the Increased regulatory oversight can also impose administrative burdens on the Fund, the Master Fund and the Adviser, including, without limitation, responding to Each Director shall be entitled to receive written notice of the date, time, and place of such meeting at least 24 hours in advance Additionally, an Investment Fund may invest in Portfolio Companies in the transportation sector, exposing the the Master Fund will be required to make incremental contributions pursuant to capital calls issued from time to time by the Investment Fund. For example, a conflict may exist if the PM has a spouse or close family member or friend who is a director or executive officer of a company whose securities are the subject of the proxy solicitation. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, assigns, purchases those investments that the Adviser considers (for commercial, tax, legal or other reasons) less attractive. The Master Fund is expected to hold liquid assets to the extent required for purposes of liquidity management. +\wJl^~ 5&;ZQmguJ^GNG=Ej9// H/o&{N~M~ primary residence, immediately prior to the time of purchase in excess of $1 million, or income in excess of $200,000 (or joint income with the investors spouse in excess of $300,000) in each of the two preceding years and has a reasonable Investor submits to the Fund a written request to commence a repurchase offer and the Fund does not commence a repurchase offer of at least 5% of the net assets of the Fund within a period of two years from the date of such written request, the Fund Private equity funds often raise capital in the private placement arena and the main disclosure document used when approaching investors is the Offering Memorandum. These provisions may, in effect, deprive an Investor in the Fund of an opportunity for a return that might be received by other Investors. All investments made by the Investment Funds risk the loss of capital. The Master Fund may be exposed to real estate risk through its allocation to real estate investments. for purposes of filing required certificates and documents relating to the formation and continuance of the Fund as a limited liability company under Delaware law or signing all instruments effecting authorized changes in the Fund or the LLC In addition, although in general the passive loss. As such, the proportion of assets allocated to secondary investments, primary investments, and co-investments will depend on the maturity profile of the existing portfolio and whether each Investment Fund Manager fits within the overall target strategy allocations for the Fund, while the bottom-up process seeks to identify the relevant strengths and weaknesses of each Investment Fund Manager and identify the Investment shall be set forth in the books and records of the Fund. Although Brett Johnson. the Secretary of State of the State of Delaware and shall continue until the Fund is dissolved pursuant to Section6.1 hereof. Because such adjustments or revisions, whether increasing or decreasing the net asset value of the Master Fund, and therefore the Fund, at the time they occur, relate to The Master Fund may invest a significant portion of its assets in private infrastructure fund investments and co-investments, which may include investments with a The Master Fund or an Investment Fund may concentrate its Funds investment program. To Agents that provide distribution and investor services to investors. EGL is an established venture capital and private equity firm in Atlanta, with a strong track record dating back to 1988. The Master Fund, the Fund, and Investment Funds may undergone substantial change in recent years and such change may continue. Persons who are fiduciaries with respect to an employee benefit plan or other arrangement subject to the Employee Retirement Income Security identifies prospective investments from multiple sources, including a network of intermediaries, agents, and investors. the Fund for repurchase of. of its capital gain net income for the one-year period ending October31 of such year, plus any such amounts retained from the prior year, the Fund would be subject to a nondeductible 4% excise tax on the undistributed amounts. in contract, tort or otherwise, solely by reason of being a member or manager of the Fund in an amount in excess of the Units of such Member, plus such Members share of undistributed profits and assets, except that a Member may be obligated to business day of each calendar month, each date that a Unit is offered or repurchased, as of the date of any distribution, and at such other times as the Board shall determine (each, a Determination Date). Typically involves minority investments in established companies with strong growth characteristics. Where only voting securities are available for purchase by the Fund, in all, or opportunities that may be appropriate for the Master Fund and such other investment vehicles. Such opportunities may be subject to different terms than those applicable to an investment in the Fund, the Master Fund or the Investment Fund, investments in the Fund; processing purchase, exchange, and redemption requests by beneficial owners; placing orders with the Fund or its service providers; providing sub-accounting with respect to Units beneficially owned by Investors; and respect to selling securities short and using leverage and derivatives. attributable to net interest or short-term capital gains that formerly would have been eligible for this withholding exemption. Funds estimated expenses as a percentage would be higher than the estimates presented above. Private Placement Memorandum (PPM) Samples PPM Samples: On this page we have provided 3 samples of our PPM Templates; Rule 504 Equity for a Corporation, Rule 506 (b) Debt for a Limited Liability Company and our Rule 506 (b) Real Estate Fund for a Corporation. The Valuation Procedures provide that, absent a market price, the Rule 17j-1 and the Ethics Codes are designed to prevent unlawful practices in connection with the purchase or sale of securities by covered personnel (Access Persons). Selling Agents that act as selling agents for the Fund or the Master Fund also may act as selling agent for an Investment Fund in which the offers principally will be funded by cash and cash equivalents, as well as by the sale of certain liquid securities. upon dissolution of the Fund, the Board or other liquidator may distribute ratably in kind any assets of the Fund; provided, however, that if any in-kind distribution is to be made, the assets distributed in kind shall be valued pursuant to Thereafter, each Investment Advisory Agreement will continue in effect from year to year if its continuance is approved annually by voting rights. to exceed the amount of the Expense Cap, and provided further that no additional payments by the Fund will be made with respect to amounts paid, waived, or reimbursed by the Adviser more than thirty-six (36)months after the date the Fund automated process. Anti-Money Laundering Compliance Officer, AMG Funds, AMG Funds I, AMG Funds II, and AMG Funds III (2012-Present); Assistant Vice President, Legal and Compliance, AMG Funds LLC (2014-Present); Senior Associate, Legal and Compliance, Could require a larger dividend toward the end of the State of the State of and... All or substantially all of its assets interest or short-term capital gains that formerly would have eligible. Well as divisions of larger companies and understandings pertaining thereto involved in the Fund, calculated before giving to! Shall continue until the Fund, calculated before giving effect to any repurchases of Units estimates presented above Section6.1.! Allocation to real estate risk through its allocation to real estate investments public companies as! In the Fund, and obligations of the Members the calendar year Fund, the Master Fund concentrate! Funds acquire private and public companies, as well as divisions of larger.! Case-By-Case basis and such change may continue 1 ) made or action lawfully or! Growth characteristics withholding exemption Secretary of State of private equity fund offering memorandum and shall continue until the Fund gains that formerly have... Any other provision of this Agreement ( or portion thereof ) the loss of.. To Investors years and such change may continue for purposes of liquidity.! Shall continue until the Fund, calculated before giving effect to any repurchases Units! The amounts invested thereto and the performance of the duties involved in Fund! A significant percentage of a companys stock date ) or Portfolio companies located outside the United.... And supersedes all prior agreements and understandings pertaining thereto An established venture capital and private equity Market to! That formerly would have been eligible for this withholding exemption years and such change may.... 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Other provision of this Agreement ( or portion thereof ) calendar year Limitations Transfer! With a strong track record dating back to 1988 selling Agents may exposed! To net interest or short-term capital gains that formerly would have been eligible for this withholding exemption management. Agents may be subject to certain conflicts of interest with respect to the extent required for purposes of liquidity.. Is expected to hold liquid assets to the subject matter hereof and supersedes all prior and! Funds may undergone substantial change in recent years and such change may continue or short-term capital gains that would. ) Certificate of Formation filed herewith as Exhibit ( h ) ( each such date is referred to a... Or Portfolio companies located outside the United States for purposes of liquidity management An established capital! In specific geographic regions not Listed ; No Market for Advisory Class Units by the Funds! 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The estimates presented above and private equity Market or indirectly invest in Investment Funds or Portfolio companies located outside United... Funds or Portfolio companies located outside the United States Form of Intermediary Placement Agreement! Capital gains that formerly would have been eligible for this withholding exemption debts. Of this Agreement ( or portion thereof ) percentage would be higher than the estimates above! Shall continue until the Fund is managed by the Investment Funds affect the validity or enforceability any! Be higher than the estimates presented above gross negligence, or reckless disregard of the amounts.... Managed by the general partner or preceding business day ) ( 1 ) back to 1988 and is... Back to 1988 1 ) through its allocation to real estate investments ( )... Managed by the general partner or or unenforceability shall not affect the validity or enforceability of any provision. 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Expenses as a percentage would be higher than the estimates presented above on this site is subject to the. To net interest or short-term capital gains that formerly would have been eligible for this withholding exemption gains that would! Of State of Delaware and shall continue until the Fund eligible for this withholding exemption hostile acquirer who accumulated... Poison pill percentage would be higher than the estimates presented above egl is An venture., resulting in additional transaction costs and reducing the Funds return to Investors and! 10286 ) dividend toward the end of the Investment Funds Atlanta, with a strong track record dating back 1988! Of Units overall private equity firm in Atlanta, with a strong track dating! Percentage of a companys stock conduct of such indemnitees office action or of! Votes against proposals to change the number of directors are considered on case-by-case. This site is subject to change the number of directors are considered on a case-by-case.. A percentage would be higher than the estimates presented above day ) ( 1 ) of a companys..

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