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Unformatted text preview: e time of such a distribution, including but not limited to
Management Fees, such amounts shall be paid before the distributions provided for above. The General
Partner shall withhold from any distributions to Limited Partners such amounts in respect of taxes as it may
determine are required or advisable in its sole discretion.
In order to avoid de minimus distributions, the General Partner may, in its sole discretion, delay a distribution
referred to above for up to a period of up to six months, provided that it reinvests any amounts not
immediately distributed in Short Term Investments.
In the event that upon wind-up of the Partnership, a Portfolio Investment cannot be liquidated on terms, or in
such a timeframe, as the General Partner believes to be in the best interests of the Partnership, the General
Partner may, in its discretion, create a ‘liquidating trust’, the trustee of which shall be appointed by the General
Partner in its sole discretion and may be the General Partner itself. If a liquidating trust is created, each
Limited Partner’s pro-rata share of such Portfolio Investment would, at the option of such Limited Partner, be
distributed in kind to the Limited Partner or placed in such trust and liquidated and distributed on such terms
and in such timeframe as is believed by the trustee of such trust to be in the best interests of the beneficiaries.
While net cash proceeds from the disposition of Portfolio Investments will generally be distributed to Limited
Partners, any net cash proceeds from the disposition of Portfolio Investments (up to the total cost of the
Portfolio Investment) realized within 18 months from the date of such Portfolio Investment may, in the sole
discretion of the General Partner, be retained by the Partnership to be available to fund future Portfolio
Investments and operational expenses.
With respect to any proceeds distributed to Limited Partners, Limited Partners may be required to return such
distributions to fund indemnity obligations or as otherwise required by law or by the Partnership Agreement.
Prior to or at the winding up of the Partnership and each distribution relating to the disposition of, or income in
respect of, a Portfolio Investment (each an “Adjustment Determination Date”), the General Partner shall
conduct a review of its aggregate Carried Interest on all liquidated Portfolio Investments. In the event the
General Partner has received Carried Interest distributions in excess of the amount to which it is entitled, the
General Partner shall pay to each Limited Partner its pro rata share of such excess amount, provided that the
aggregate liability of the General Partner to pay amounts to Limited Partners in respect of such excess amount
shall not exceed the aggregate after-tax amount received by the General Partner up to the Adjustment
Determination Date in respect of its Carried Interest.
Allocation of Profits and Losses
Subject to the terms of the Partnership Agreement, all income, gains, losses and deductions will be allocated to
each Limited Partner and the General Partner in a manner generally consistent with the distribution priorities
outlined under “Distributions” above.
- 20 - General Partner and Manager Expenses
The General Partner and Manager will each be responsible for rent and other overhead expenses of the General
Partner and Manager, respectively, and for the salaries and benefits paid to employees of the General Partner
and Manager, respectively, excluding that portion of such expenses that are directly related to the organization
and start-up of the Partnership. The reasonable out-of-pocket expenses of the Manager incurred in connection
with its duties under the Management Agreement will be payable by the Partnership.
Offering and Organizational Expenses
The Partnerships will be responsible for the Partnerships’ offering and organizational expenses in respect of
the Initial Closing and all Subsequent Closings to a maximum of the lesser of $750,000 and an amount equal
to 0.75% of the Aggregate Capital Commitments, including, without limitation, offering expenses, placement
agent’s fees, legal fees, audit and accounting fees, and printing, filing, travel, capital-raising and other out-ofpocket costs, and that portion of the General Partner’s and Manager’s overhead and salary expenses that are
directly related to the Offering and the organization of the Partnerships. Each partnership will reimburse its
pro-rata share of such offering and organizational expenses based on each such partnership’s respective final
The Partnership will pay all costs related to the Partnership’s operations, including, without limitation:
expenses for consultants, outside counsel, accountants and other professional advisors; honorariums and outof-pocket expenses of members of any Advisory Committee; any insurance, litigation or indemnification
expenses; any taxes, fees or other governmental charges levied against the Partnership; costs of reporting to
the Limited Partners; reasonable third party expenses incurred by the Partnership, the General Partner or the
Manager in connection with locating, identifying, pursuing, developing and disposing of investments, whether
or not consummated, including travel expenses, and including fees and expenses of third party advisors and
consultants in connection therewith, provided that the General Partner shall make reason...
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- Spring '14