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Unformatted text preview: by the Partnership in respect of transactions contractually committed to by
the Partnership prior to the end of the Commitment Period; and (c) make follow-on investments in Portfolio
Investments. Except as required by law, in no event will a Limited Partner be required to make a capital
contribution in an amount in excess of its unfunded Capital Commitment at such time.
Excuse and Exclusion
A Limited Partner may provide to the General Partner written notice of an objection of such Limited Partner to
any Portfolio Investment by the Partnership, including the reasons for such objection, together with a written
opinion of counsel to such Limited Partner (which opinion and counsel shall be reasonably satisfactory to the
General Partner) that such Limited Partner’s participation in such Portfolio Investment is reasonably likely to
cause a violation of any law, regulation, rule or governmental administrative practice to which such Limited
- 18 - Partner is subject. Upon receipt of such notice and opinion, such Limited Partner shall be excused from its
obligation to contribute funds to such Portfolio Investment.
The General Partner may also exclude a Limited Partner from a particular Portfolio Investment if the General
Partner determines in good faith that a conflict of interest, material delay, extraordinary expense or materially
adverse effect on the Partnership or any of its affiliates, any Portfolio Investment or future Portfolio
Investment, including the ability of the Partnership to consummate a prospective Portfolio Investment, may
result from such Limited Partner’s participation in such Portfolio Investment, or for any other reason provided
for in the Partnership Agreement.
An excused or excluded Limited Partner’s unfunded Capital Commitment obligations will not be reduced as a
result of any excuse or exclusion. The General Partner may issue new capital calls to those Limited Partners
who are not excused or excluded to replace the capital contributions not made by excused or excluded Limited
Partners, but no Limited Partner will be required to contribute to the Partnership amounts in excess of its
unfunded Capital Commitment.
Short Term Investments
To the extent not immediately required in respect of Partnership expenses or Portfolio Investments, all
amounts in cash received by the Partnership from Limited Partners will be invested by the General Partner on
behalf of the Partnership in the liabilities of a chartered bank, government bond, or government guaranteed
bond (“Short Term Investments”). Short Term Investments will be liquidated when funds are required in
respect of Partnership expenses or Portfolio Investments, at the discretion of the General Partner. Interest
and/or gains on Short Term Investments will not be distributed to Limited Partners, except upon the winding
up of the Partnership, and will be available to the Partnership to fund Portfolio Investments and Partnership
The net proceeds of each liquidated Portfolio Investments and any dividends, interest or other income
generated from or in respect of such Portfolio Investment, will generally be distributed as soon as practicable
following receipt to all participating Limited Partners in proportion to their respective Unit Commitments, and
the General Partner, in the following order of priority:
a. First, to each participating Limited Partner until the aggregate proceeds distributed in respect of
such Portfolio Investment and all previous liquidated Portfolio Investments in which each such
participating Limited Partner has participated equal the sum of the following:
i. the participating Limited Partner’s pro rata share (based on Unit Commitments) of the
purchase price of each such Portfolio Investment (to the extent, if any, not previously
distributed); ii. the participating Limited Partner’s pro rata share (based on Unit Commitments) of the
purchase price of Portfolio Investments that have been written down (to the extent of the
write down amount, as adjusted from time to time) and not accounted for in a previous
distribution; and iii. a rate of return equal to 8% per annum, compounded annually, on the participating
Limited Partner’s pro rata share (based on Unit Commitments) of the purchase price of
each such Portfolio Investment calculated from the date that each such Portfolio
Investment was originally entered into to the date of its liquidation (the “Priority Rate of
- 19 - b. Second, to the General Partner until such time as the General Partner has received 20% of the
sum of the distributions made on the Priority Rate of Return relating to such Portfolio Investment
and this paragraph (b); and c. Thereafter, 80% to each such participating Limited Partner and 20% to the General Partner (such
20% amount, together with the amount payable to the General Partner pursuant to (2) above, being
referred to as the “Carried Interest”).
Notwithstanding the distribution priorities provided above, if any amounts are owing and payable to the
General Partner, the Manager, or any third party at th...
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This document was uploaded on 02/19/2014.
- Spring '14