If a liquidating trust is created each limited

Info iconThis preview shows page 1. Sign up to view the full content.

View Full Document Right Arrow Icon
This is the end of the preview. Sign up to access the rest of the document.

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. Reinvestment 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. “Clawback” 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 unit commitments Operational Expenses 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...
View Full Document

Ask a homework question - tutors are online