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purchaser is entitled to rely upon this letter.” In the
discussion of the tax savings and consequences relating to an
investment in Madison, the offering memorandum further provides:
Prospective purchasers are expected to consult with
their own professional tax advisers regarding such tax
risks and the contents of the proposed form of opinion
of counsel included as Appendix E hereto (the “Opinion
of Counsel”). Since the Opinion of Counsel will be
provided to the General Partner for his individual
guidance, prospective purchasers are not permitted to
rely upon the advice contained therein.
PROSPECTIVE PURCHASERS MUST RELY UPON THEIR OWN
PROFESSIONAL ADVISERS WITH RESPECT TO THE TAX BENEFITS
AND TAX RISKS RELATING TO AN INVESTMENT IN THE
PARTNERSHIP. [Capitalized in the original.]
The offering memorandum also provides:
The [partnership] Units are being offered through * * *
[HGSC] as Placement Agent on a best efforts basis. * * *
[HGSC] will be paid a selling commission equal to 10% of
the per Unit offering price for each Unit sold. This
selling commission may also be paid to other qualified
broker-dealers as selling agents for each Unit sold by
them.
The Madison partnership agreement designated Mr. Roberts, the
general partner, as the tax matters partner for the partnership
and granted Mr. Roberts a power of attorney authorizing him to
conduct all activities necessary to carry out the provisions of
the partnership agreement.
In addition to reading the offering memorandum, Mr. Greer
discussed the Madison partnership with some of his coworkers at
AOI who also participated in Madison.
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Last modified: November 10, 2007