In difficult circumstances, investment funds sometimes had to rely on limited powers relating to redemptions in specie in order to meet the redemptions or were forced take the decision to suspend redemption rights or payment of redemption proceeds, sometimes for a protracted period.
Sometimes funds had to go through a process of canvassing the approval of the investors in order to attempt to minimise dissatisfaction and come to an acceptable solution for all concerned. The impetus for the inclusion of specific soft wind down provisions created by such scenarios has also been borne out by case law in the Cayman Islands (and elsewhere) in the development of the “loss of substratum” doctrine in a series of cases since 2009.
The documentation relating to such funds often lacked provisions specifically contemplating this scenario and such funds were therefore placed in a precarious position when they received substantial redemption requests from investors.
Funds then had to carefully navigate a path which would be fair to both redeeming and remaining investors whilst staying within the confines of the existing constitutional documentation.
The Staff also cautioned VC Advisers to consider their fiduciary obligations under the antifraud provisions of the Advisers Act (including Section 206(3) and Rule 206(4)-8). As with the Staff's guidance with respect to warehoused transactions, the Staff cautioned VC Advisers to consider their fiduciary obligations under the antifraud provisions of the Advisers Act when engaging in transactions between a venture capital fund and any related side funds.
The incorporation of such soft wind down language should specify that any such soft wind down process shall be deemed to be integral to the business of the fund.
(The unitholders may then have special options for the reinvestment of this principal.) Bond trusts issue a set number of units, and when they are all sold to investors, the trust's primary offering period is closed.
Bond trusts pay monthly income, often in relatively consistent amounts, until the first bond in the trust is called or matures.
The District Court dismissed the complaint upon a finding that the express contractual indemnification claim pleaded therein failed to state a claim upon which relief could be granted and that the restitution, unjust enrichment, implied contract, and breach of fiduciary duty claims were time barred by New York's statute of limitations. Accordingly, we affirm the judgment of the District Court without reaching the merits of whether Am Base's various claims either fail to state a claim upon which relief can be granted or are time barred. The Parties City Investing Company (“City”) was a publicly-held Delaware holding company that was dissolved and liquidated in 1985. Defendant-appellee George Scharffenberger was a Trustee of the Trust since its creation and served as Chairman of the Board of Directors of Am Base from prior to 1985 until January 1993, and as Am Base's Chief Executive Officer from March 1990 until May 1991.
The District Court further denied Am Base leave to amend its complaint because the breach of contract and breach of third-party beneficiary contract claims Am Base sought to add in its amended complaint were also time barred. Before its dissolution and liquidation, City was the holding company for a multinational conglomerate with subsidiaries in the manufacturing, housing, and insurance industries. Defendant-appellee Eben Pyne has been a Trustee of the Trust since its creation and was a member of the Am Base Board from prior to 1985 until January 1993.