Letters are generally limited to the main investors in a fund. In return for investing a large amount of money or making an investment available quickly, an investor may attempt to agree on advantageous terms through a subsidiary letter, ranging from reduced fees to greater investment capacity. The terms of a subsidiary letter can vary considerably depending on the agreement between the fund and the investor. In May 2006, the SEC`s Investment Management Division provided an overview of the SEC`s position in the letters. [1] In the area of private investment, the main contractual provisions are supply documents. The letter amends or completes parts of the offer documents that generally prefer the investor who enters the letter. The registration agreement is not part of the underlying primary contract (i.e. the offer of documents). This is a “page” agreement between this investor and the fund sponsor, which completes the offer documents.

U.S. Securities and Exchange Commission (SEC) rules require reporting companies to submit essential agreements as exposures to regular reports, registration statements and certain other publication documents. Often, these agreements contain economically sensitive concepts that could cause damage to competition if made public. Some rules allow companies to publish economically sensitive terms that are not essential to investors based on agreements to be submitted to the SEC. In the past, the SEC has requested that, in order to report on the terms of a publicly filed agreement, a formal letter be sent at the same time as the exposure request, outlining the legal and actual basis on which the company had based itself to edit parts of the agreement. If the Staff does not have any comments or comments at trial after reviewing a company`s response, it will send a “Close of Review” letter to the company. However, if the company`s response does not resolve staff questions, staff may request additional information or require the company to submit a revised exposure with fewer changes and a change to the initial registration statement or report. Compliance control correspondence should not be combined with other written communications with the stick, and this correspondence will not be made public.

To invoke Rules 406 or 24b-2 to issue parts of an agreement that must be presented as exhibits in an SEC submission, an SEC company must submit a request for confidential paper treatment to the SEC at the same time as the edited version of the agreement. As explained in more detail in CF Disclosure Guidance: Topic No. 7 (CF Topic 7)7, the application should, among other things, identify the FOIA exemption relied on to provide the information, provide an analysis of the applicability of the exemption, justify the confidential processing period and explain why the information is not relevant to investors.