Partnership if any and ii organizational expenses of

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Unformatted text preview: able efforts to have such third party expenses paid by Portfolio Investments to the extent possible and appropriate; and any other expenses attributable to the operation of the Partnership and the management of its Portfolio Investments, but excluding General Partner and Manager expenses. Other Fees All break-up fees and commitment fees received by the General Partner, or the Manager in connection with consummated or unconsummated investments of the Partnership, and all amounts that any director, officer or employee of the General Partner or Manager may receive in his or her capacity as a director of any portfolio company or any of its subsidiaries in excess of his or her actual expenses incurred in connection with so acting will be applied in the following order of priority: a) the General Partner and/or the Manager in such proportions as may be determined by the General Partner acting reasonably to reimburse such parties for (i) out-of-pocket expenses in connection with consummated or unconsummated transactions on behalf of the Partnership, if any, and (ii) organizational expenses of the Partnership that have not been previously recovered; b) to the General Partner and/or Manager to the extent only that the General Partner determines, acting reasonably, that such fees are for services provided by the Manager and/or General Partner in respect of a Portfolio Investment that are beyond those which would be reasonably expected of the Manager and/or General Partner in the circumstances; and c) to the Partnership. - 21 - All such amounts applied to the Partnership will be available to acquire Portfolio Investments and pay the Partnership’s operational expenses and Management Fees. Co-Investment Policy The General Partner may in its sole discretion provide co-investment opportunities to Limited Partners or third parties (which may include Fund I, Fund II, and/or other entities related to the Manager) in accordance with the terms of the Partnership Agreement. Wherever possible, the General Partner intends to offer such opportunities to all Limited Partners who wish to receive co-investment rights in proportion to their respective Unit Commitments. The terms of any such co-investment shall not, in the opinion of the General Partner acting reasonably, be materially any more favourable taken as a whole than the terms of the Portfolio Investment, other than differences related to the size of the investment or the strategic importance to the Portfolio Investment of the relationship with the co-investor. Advisory Committee The General Partner may create an Advisory Committee to consider any matter that the General Partner reasonably believes may put the General Partner and/or the Manager in a conflict of interest in relation to the Partnership. The Advisory Committee is expected to consist of at least 3 individuals who may be representatives of Limited Partners but shall otherwise be unrelated to the General Partner. The members of the Advisory Committee shall consider any matter referred to it by the General Partner and recommend to the General Partner what action the General Partner should take to achieve a fair and reasonable result for the Partnership. No such recommendation will be binding on the General Partner or the Partnership. Participation on the Advisory Committee will be voluntary. The Advisory Committee will not take part in the management of the business or affairs of the Partnership. Transfer and Withdrawal A Limited Partner may not sell, assign or transfer any interest in the Partnership without the prior written consent of the General Partner, which the General Partner may grant or withhold in its sole discretion. Further, a Limited Partner may not withdraw from the Partnership any portion of its Capital Commitment without the consent of the General Partner, which the General Partner may grant or withhold in its sole discretion. Reports to Limited Partners Limited Partners will receive audited annual financial statements of the Partnership, unaudited quarterly financial reports and updates on investment activity, and annual tax information necessary for completion of tax returns. The annual and quarterly financial statements will be special purpose financial statements created only for Limited Partners. The financial statements will be in accordance with Canadian GAAP or any successor standard adopted by the Canadian Institute of Chartered Accountants except that they will be presented on a non-consolidated basis and all Portfolio Investments will be carried at cost, except where there has been an other than temporary impairment in the value of a Portfolio Investment as determined by the General Partner in accordance with Canadian GAAP or such successor standard. Indemnification The Partnership will indemnify the General Partner and the Manager and their respective affiliates, and each of their respective directors, officers, partners, employees, and agents, and any other person who serves at the request of the General Partner or the Manager on behalf of the Partnership as an officer, director, partner, employee or agent of any other entity, and any member of the Advisory Committee (in each case, an “Indemnitee”), for any liability, cost or expense incurred by s...
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This document was uploaded on 02/19/2014.

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