Consensus One Venture Capital Limited Partnership Deed


ATTACHMENT D

EXAMPLES OF DISTRIBUTION PROVISIONS

Examples 1 to 10 are some examples of possible distribution provisions that may be adopted in clause 1 of schedule C.
This attachment D should be deleted on adoption of a distribution provision in clause 1 of schedule C.

This example 1 assumes that the Carried Interest is based on:
a preferred rate of return on Participating Capital Contributions; and
a full second ranking priority on 20% of the total of the preferred rate of return and the second ranking priority.

The order of priority is:
(a) first, to each Limited Partner (other than an Excluded Limited Partner) in the proportion of:
(i) the total amount that has been allocated under clause 3.4(d) or 4.3(b)(ii) which is comprised in the balance of the Capital Account of the Limited Partner and not previously distributed under this paragraph (a),
to:
(ii) the total amount that has been allocated under clause 3.4(d) or 4.3(b)(ii) which is comprised in the balance of the Capital Accounts of the Limited Partners (other than an Excluded Limited Partner) and not previously distributed under this paragraph (a),
until no amount that has been allocated under clauses 3.4(d) and 4.3(b)(ii) is comprised in the balance of the Capital Accounts of the Limited Partners (other than an Excluded Limited Partner) and undistributed under this paragraph (a);
(b) second, to each Limited Partner (other than an Excluded Limited Partner) in the proportion of the Capital Commitment of the Limited Partner as at the time of the distribution to the total of the Capital Commitments of the Limited Partners (other than an Excluded Limited Partner), as at the time of the distribution until the total amounts distributed under paragraph (a) and this paragraph (b) equal the total of the Participating Capital Contributions by the Limited Partners (other than an Excluded Limited Partner) as at the time of the distribution less each amount of tax credits that have been made available to the Partnership;
(c) third, to each Limited Partner (other than an Excluded Limited Partner) in the proportion of the Capital Commitment of the Limited Partner as at the time of the distribution to the total of the Capital Commitments of the Limited Partners (other than an Excluded Limited Partner) as at the time of the distribution, until the total amounts distributed under this paragraph (c) equal the greater of:
(i) zero; and
(ii) the following amount:
A. [insert percentage]% per annum of each Participating Capital Contribution by a Limited Partner (other than an Excluded Limited Partner), accruing daily and compounding annually from the date it is deemed under clause 3.7 (Timing of Capital Contributions) to have been paid until the time of the distribution; less
B. [insert percentage]% per annum of each amount of cash distributed by the Partnership to a Limited Partner, the latest valuation in accordance with clause 7.5 (Valuation of Investments) of each other Investment distributed by the Partnership to a Limited Partner and each amount of tax credits that have been made available to the Partnership, accruing daily and compounding annually from the date of its distribution or availability (as relevant) until the time of the distribution referred to in sub-paragraph (A);
(d) fourth, to the General Partner until the total amounts distributed under this paragraph (d) equal [20]% (or any lesser percentage determined under clause 2 of this schedule C) of the total [amounts distributed under paragraph (c) and this paragraph (d)][of the amount under paragraph (c)(ii)(A) and the amounts distributed under this paragraph (d)]; and
(e) fifth:
(i) to the General Partner, [20]% (or any lesser percentage determined under clause 2 of this schedule C) of the balance; and
(ii) to each Limited Partner (other than an Excluded Limited Partner), a proportion of the remaining balance which is equal to the proportion of the Capital Commitment of the Limited Partner as at the time of the distribution to the total of the Capital Commitments of the Limited Partners (other than an Excluded Limited Partner) as at the time of the distribution.
This example 2 assumes that the Carried Interest is based on:
a preferred rate of return on Participating Capital Contributions; and
a second ranking priority apportioned (in the percentages to be inserted) between the Carried Interest and the Limited Partners until 20% of the total of the preferred rate of return and the second ranking priority is apportioned to the Carried Interest.

The order of priority is:
(a) first, to each Limited Partner (other than an Excluded Limited Partner) in the proportion of:
(i) the total amount that has been allocated under clause 3.4(d) or 4.3(b)(ii) which is comprised in the balance of the Capital Account of the Limited Partner and not previously distributed under this paragraph (a),
to:
(ii) the total amount that has been allocated under clause 3.4(d) or 4.3(b)(ii) which is comprised in the balance of the Capital Accounts of the Limited Partners (other than an Excluded Limited Partner) and not previously distributed under this paragraph (a),
until no amount that has been allocated under clauses 3.4(d) and 4.3(b)(ii) is comprised in the balance of the Capital Accounts of the Limited Partners (other than an Excluded Limited Partner) and undistributed under this paragraph (a);
(b) second, to each Limited Partner (other than an Excluded Limited Partner) in the proportion of the Capital Commitment of the Limited Partner as at the time of the distribution to the total of the Capital Commitments of the Limited Partners (other than an Excluded Limited Partner) as at the time of the distribution, until the total amounts distributed under paragraph (a) and this paragraph (b) equal the total of the Participating Capital Contributions by the Limited Partners (other than an Excluded Limited Partner) as at the time of the distribution less each amount of tax credits that have been made available to the Partnership;
(c) third, to each Limited Partner (other than an Excluded Limited Partner) in the proportion of the Capital Commitment of the Limited Partner as at the time of the distribution to the total of the Capital Commitments of the Limited Partners (other than an Excluded Limited Partner) as at the time of the distribution, until the total amounts distributed under this paragraph (c) equal the greater of:
(i) zero; and
(ii) the following amount:
A. [insert percentage]% per annum of each Participating Capital Contribution by a Limited Partner (other than an Excluded Limited Partner), accruing daily and compounding annually from the date it is deemed under clause 3.7 (Timing of Capital Contributions) to have been paid until the time of the distribution; less
B. [insert percentage]% per annum of each amount of cash distributed by the Partnership to a Limited Partner, the latest valuation in accordance with clause 7.5 (Valuation of Investments) of each other Investment distributed by the Partnership to a Limited Partner and each amount of tax credits that have been made available to the Partnership, accruing daily and compounding annually from the date of its distribution or availability (as relevant) until the time of the distribution referred to in sub-paragraph (A);
(d) fourth:
(i) to the General Partner, [insert percentage]% of the amount being distributed under this paragraph (d) until the total amounts distributed under this sub-paragraph (i) equal [20]% (or any lesser percentage determined under clause 2 of this schedule C) of the total [amounts distributed under paragraph (c)][of the amount under paragraph (c)(ii)(A) and the amounts distributed under this paragraph (d)]; and
(ii) to a Limited Partner (other than an Excluded Limited Partner) a proportion of [insert percentage which, when aggregated with the percentage inserted in sub-paragraph (i), equals 100]% of the amount being distributed under this paragraph (d) which is equal to the proportion of the Capital Commitment of the Limited Partner as at the time of the distribution to the total of the Capital Commitments of the Limited Partners (other than an Excluded Limited Partner) as at the time of the distribution, until the total amounts distributed under sub-paragraph (i) equal [20]% (or any lesser percentage determined under clause 2 of this schedule C) of the total [amounts distributed under paragraph (c) and this paragraph (d)][of the amount under paragraph (c)(ii)(A) and the amounts distributed under this paragraph (d)]; and
(e) fifth:
(i) to the General Partner, [20]% (or any lesser percentage determined under clause 2 of this schedule C) of the balance; and
(ii) to each Limited Partner (other than an Excluded Limited Partner), a proportion of the remaining balance which is equal to the proportion of the Capital Commitment of the Limited Partner as at the time of the distribution to the total of the Capital Commitments of the Limited Partners (other than an Excluded Limited Partner) as at the time of the distribution.
This example 3 assumes that the Carried Interest is based on:
a preferred rate of return on Participating Capital Contributions;
a full second ranking priority of the Carried Interest on 20% of the total of the preferred rate of return and the second ranking priority; and
a precondition that an amount equal to the total of the Capital Commitments of the Limited Partners is returned before the Carried Interest can be distributed.

The order of priority is:
(a) first, to each Limited Partner (other than an Excluded Limited Partner) in the proportion of:
(i) the total amount that has been allocated under clause 3.4(d) or 4.3(b)(ii) which is comprised in the balance of the Capital Account of the Limited Partner and not previously distributed under this paragraph (a),
to:
(ii) the total amount that has been allocated under clause 3.4(d) or 4.3(b)(ii) which is comprised in the balance of the Capital Accounts of the Limited Partners (other than an Excluded Limited Partner) and not previously distributed under this paragraph (a),
until no amount that has been allocated under clauses 3.4(d) is comprised in the balance of the Capital Accounts of the Limited Partners (other than an Excluded Limited Partner) and undistributed under this paragraph (a);
(b) second, to each Limited Partner (other than an Excluded Limited Partner) in the proportion of the Capital Commitment of the Limited Partner as at the time of the distribution to the total of the Capital Commitments of the Limited Partners (other than an Excluded Limited Partner) as at the time of the distribution, until the total amounts distributed under paragraph (a) and this paragraph (b) equal the total of the Capital Commitments of the Limited Partners (other than an Excluded Limited Partner) as at the time of the distribution less each amount of tax credits that have been made available to the Partnership;
(c) third, to each Limited Partner (other than an Excluded Limited Partner) in the proportion of the Capital Commitment of the Limited Partner as at the time of the distribution to the total of the Capital Commitments of the Limited Partners (other than an Excluded Limited Partner) as at the time of the distribution, until the total amounts distributed under paragraphs (a) and (b) and this paragraph (c) equal:
(i) the total of the Participating Capital Contributions by the Limited Partners (other than an Excluded Limited Partner) as at the time of the distribution; plus
(ii) the greater of:
A. zero; and
B. the following amount:
I. [insert percentage]% per annum of each Participating Capital Contribution by a Limited Partner (other than an Excluded Limited Partner), accruing daily and compounding annually from the date it is deemed under clause 3.7 (Timing of Capital Contributions) to have been paid until the time of the distribution; less
II. [insert percentage]% per annum of each amount of cash distributed by the Partnership to a Limited Partner, the latest valuation in accordance with clause 7.5 (Valuation of Investments) of each other Investment distributed by the Partnership to a Limited Partner and each amount of tax credits that have been made available to the Partnership, accruing daily and compounding annually from the date of its distribution or availability (as relevant) until the time of the distribution referred to in sub-paragraph (I);
(d) fourth, to the General Partner until the total amounts distributed under this paragraph (d) equal [20]% (or any lesser percentage determined under clause 2 of this schedule C) of the total [amounts distributed under paragraphs (a), (b) and (c) and this paragraph (d) less the total of the Participating Capital Contributions by the Limited Partners (other than an Excluded Limited Partner) as at the time of the distribution][of the amount under paragraph (c)(ii)(B)(I) and the amounts distributed under this paragraph (d)]; and
(e) fifth:
(i) to the General Partner, [20]% (or any lesser percentage determined under clause 2 of this schedule C) of the balance; and
(ii) to each Limited Partner (other than an Excluded Limited Partner), a proportion of the remaining balance which is equal to the proportion of the Capital Commitment of the Limited Partner as at the time of the distribution to the total of the Capital Commitments of the Limited Partners (other than an Excluded Limited Partner) as at the time of the distribution.
This example 4 assumes that the Carried Interest is based on:
a preferred rate of return on Participating Capital Contributions;
a second ranking priority apportioned (in the percentages to be inserted) between the Carried Interest and the Limited Partners until 20% of the total of the preferred rate of return and the second ranking priority is apportioned to the Carried Interest; and
a precondition that an amount equal to the total of the Capital Commitments of the Limited Partners is returned before the Carried Interest can be distributed.

The order of priority is:
(a) first, to each Limited Partner (other than an Excluded Limited Partner) in the proportion of:
(i) the total amount that has been allocated under clause 3.4(d) or 4.3(b)(ii) which is comprised in the balance of the Capital Account of the Limited Partner and not previously distributed under this paragraph (a),
to:
(ii) the total amount that has been allocated under clause 3.4(d) or 4.3(b)(ii) which is comprised in the balance of the Capital Accounts of the Limited Partners (other than an Excluded Limited Partner) and not previously distributed under this paragraph (a),
until no amount that has been allocated under clauses 3.4(d) and 4.3(b)(ii) is comprised in the balance of the Capital Accounts of the Limited Partners (other than an Excluded Limited Partner) and undistributed under this paragraph (a);
(b) second, to each Limited Partner (other than an Excluded Limited Partner) in the proportion of the Capital Commitment of the Limited Partner as at the time of the distribution to the total of the Capital Commitments of the Limited Partners (other than an Excluded Limited Partner) as at the time of the distribution, until the total amounts distributed under paragraph (a) and this paragraph (b) equal the total of the Capital Commitments of the Limited Partners (other than an Excluded Limited Partner) as at the time of the distribution less each amount of tax credits that have been made available to the Partnership;
(c) third, to each Limited Partner (other than an Excluded Limited Partner) in the proportion of the Capital Commitment of the Limited Partner as at the time of the distribution to the total of the Capital Commitments of the Limited Partners (other than an Excluded Limited Partner) as at the time of the distribution, until the total amounts distributed under paragraphs (a) and (b) and this paragraph (c) equal:
(i) the total of the Participating Capital Contributions by the Limited Partners (other than an Excluded Limited Partner) as at the time of the distribution; plus
(ii) the greater of:
A. zero; and
B. the following amount:
I. [insert percentage]% per annum of each Participating Capital Contribution by a Limited Partner (other than an Excluded Limited Partner), accruing daily and compounding annually from the date it is deemed under clause 3.7 (Timing of Capital Contributions) to have been paid until the time of the distribution ; less
II. [insert percentage]% per annum of each amount of cash distributed by the Partnership to a Limited Partner, the latest valuation in accordance with clause 7.5 (Valuation of Investments) of each other Investment distributed by the Partnership to a Limited Partner and each amount of tax credits that have been made available to the Partnership, accruing daily and compounding annually from the date of its distribution (as relevant) until the time of the distribution referred to in sub-paragraph (I);
(d) fourth:
(i) to the General Partner, [insert percentage]% of the amount being distributed under this paragraph (d) until the total amounts distributed under this sub-paragraph (i) equal [20]% (or any lesser percentage determined under clause 2 of this schedule C) of the total amounts distributed under paragraphs (a), (b) and (c) and this paragraph (d) less the total of the Participating Capital Contributions by the Limited Partners (other than an Excluded Limited Partner) as at the time of the distribution; and
(ii) to a Limited Partner (other than an Excluded Limited Partner) a proportion of [insert percentage which, when aggregated with the percentage inserted in sub-paragraph (i), equals 100]% of the amount being distributed under this paragraph (d) which is equal to the proportion of the Capital Commitment of the Limited Partner as at the time of the distribution to the total of the Capital Commitments of the Limited Partners (other than an Excluded Limited Partner) as at the time of the distribution, until the total amounts distributed under sub-paragraph (i) equal [20]% (or any lesser percentage determined under clause 2 of this schedule C) of the total amounts distributed under paragraphs (a), (b) and (c) and this paragraph (d) less the total of the Participating Capital Contributions by the Limited Partners (other than an Excluded Limited Partner) as at the time of the distribution; and
(e) fifth:
(i) to the General Partner, [20]% (or any lesser percentage determined under clause 2 of this schedule C) of the balance; and
(ii) to each Limited Partner (other than an Excluded Limited Partner), a proportion of the remaining balance which is equal to the proportion of the Capital Commitment of the Limited Partner as at the time of the distribution to the total of the Capital Commitments of the Limited Partners (other than an Excluded Limited Partner) as at the time of the distribution.
This example 5 assumes that the Carried Interest is based on a hurdle rate of return on Participating Capital Contributions.

The order of priority is:
(a) first, to each Limited Partner (other than an Excluded Limited Partner) in the proportion of:
(i) the total amount that has been allocated under clause 3.4(d) or 4.3(b)(ii) which is comprised in the balance of the Capital Account of the Limited Partner and not previously distributed under this paragraph (a),
to:
(ii) the total amount that has been allocated under clause 3.4(d) or 4.3(b)(ii) which is comprised in the balance of the Capital Accounts of the Limited Partners (other than an Excluded Limited Partner) and not previously distributed under this paragraph (a),
until no amount that has been allocated under clauses 3.4(d) and 4.3(b)(ii) is comprised in the balance of the Capital Accounts of the Limited Partners (other than an Excluded Limited Partner) and undistributed under this paragraph (a);
(b) second, to each Limited Partner (other than an Excluded Limited Partner) in the proportion of the Capital Commitment of the Limited Partner as at the time of the distribution to the total of the Capital Commitments of the Limited Partners (other than an Excluded Limited Partner) as at the time of the distribution, until the total amounts distributed under paragraph (a) and this paragraph (b) equal the total of the Participating Capital Contributions by the Limited Partners (other than an Excluded Limited Partner) as at the time of the distribution less each amount of tax credits that have been made available to the Partnership;
(c) third, to each Limited Partner (other than an Excluded Limited Partner) in the proportion of the Capital Commitment of the Limited Partner as at the time of the distribution to the total of the Capital Commitments of the Limited Partners (other than an Excluded Limited Partner) as at the time of the distribution, until the total amounts distributed under this paragraph (c) equal the greater of:
(i) zero; and
(ii) the following amount:
A. [insert percentage]% per annum of each Participating Capital Contribution by a Limited Partner (other than an Excluded Limited Partner), accruing daily and compounding annually from the date it is deemed under clause 3.7 (Timing of Capital Contributions) to have been paid until the time of the distribution; less
B. [insert percentage]% per annum of each amount of cash distributed by the Partnership to a Limited Partner, the latest valuation in accordance with clause 7.5 (Valuation of Investments) of each other Investment distributed by the Partnership to a Limited Partner and each amount of tax credits that have been made available to the Partnership, accruing daily and compounding annually from the date of its distribution or availability (as relevant) until the time of the distribution referred to in sub-paragraph (A); and
(d) fourth:
(i) to the General Partner, [20]% (or any lesser percentage determined under clause 2 of this schedule C) of the balance; and
(ii) to each Limited Partner (other than an Excluded Limited Partner), a proportion of the remaining balance which is equal to the proportion of the Capital Commitment of the Limited Partner as at the time of the distribution to the total of the Capital Commitments of the Limited Partners (other than an Excluded Limited Partner) as at the time of the distribution.
This example 6 assumes that the Carried Interest is based on:
a hurdle rate of return on Participating Capital Contributions;
a precondition that an amount equal to the total of the Capital Commitments of the Limited Partners is returned before the Carried Interest can be distributed; and
a priority ranking of the Carried Interest to the extent that the precondition has precluded participation of the Carried Interest in prior distributions in excess of the hurdle rate of return.

The order of priority is:
(a) first, to each Limited Partner (other than an Excluded Limited Partner) in the proportion of:
(i) the total amount that has been allocated under clause 3.4(d) or 4.3(b)(ii) which is comprised in the balance of the Capital Account of the Limited Partner and not previously distributed under this paragraph (a),
to:
(ii) the total amount that has been allocated under clause 3.4(d) or 4.3(b)(ii) which is comprised in the balance of the Capital Accounts of the Limited Partners (other than an Excluded Limited Partner) and not previously distributed under this paragraph (a),
until no amount that has been allocated under clauses 3.4(d) and 4.3(b)(ii) is comprised in the balance of the Capital Accounts of the Limited Partners (other than an Excluded Limited Partner) and undistributed under this paragraph (a);
(b) second, to each Limited Partner (other than an Excluded Limited Partner) in the proportion of the Capital Commitment of the Limited Partner as at the time of the distribution to the total of the Capital Commitments of the Limited Partners (other than an Excluded Limited Partner) as at the time of the distribution, until the total amounts distributed under paragraph (a) and this paragraph (b) equal the total of the Capital Commitments of the Limited Partners (other than an Excluded Limited Partner) as at the time of the distribution less each amount of tax credits that have been made available to the Partnership;
(c) third, to each Limited Partner (other than an Excluded Limited Partner) in the proportion of the Capital Commitment of the Limited Partner as at the time of the distribution to the total of the Capital Commitments of the Limited Partners (other than an Excluded Limited Partner) as at the time of the distribution, until the total amounts distributed under paragraphs (a) and (b) and this paragraph (c) equal:
(i) the total of the Participating Capital Contributions by the Limited Partners (other than an Excluded Limited Partner) as at the time of the distribution; plus
(ii) the greater of:
A. zero; and
B. the following amount:
I. [insert percentage]% per annum of each Participating Capital Contribution by a Limited Partner (other than an Excluded Limited Partner), accruing daily and compounding annually from the date it is deemed under clause 3.7 (Timing of Capital Contributions) to have been paid until the time of the distribution; less
II. [insert percentage]% per annum of each amount of cash distributed by the Partnership to a Limited Partner, the latest valuation in accordance with clause 7.5 (Valuation of Investments) of each other Investment distributed by the Partnership to a Limited Partner and each amount of tax credits that have been made available to the Partnership, accruing daily and compounding annually from the date of its distribution or availability (as relevant) until the time of the distribution referred to in sub-paragraph (I); and
(d) fourth:
(i) to the General Partner, the lesser of:
A. the balance of the amount being distributed; and
B. [20]% (or any lesser percentage determined under clause 2 of this schedule C) of the amount by which the total amounts distributed under paragraphs (a), (b), (c) and(d)(ii) exceed the total of the amounts under paragraphs (c)(i) and (ii); and
(ii) to each Limited Partner (other than an Excluded Limited Partner), a proportion of the remaining balance (if any) which is equal to the proportion of the Capital Commitment of the Limited Partner as at the time of the distribution to the total of the Capital Commitments of the Limited Partners (other than an Excluded Limited Partner) as at the time of the distribution.
This example 7 assumes that the Carried Interest is based on:
a hurdle rate of return on Participating Capital Contributions;
a precondition that an amount equal to the total of the Capital Commitments of the Limited Partners is returned before the Carried Interest can be distributed; and
no priority ranking of the Carried Interest to the extent that the precondition has precluded participation of the Carried Interest in prior distributions in excess of the hurdle rate of return.

The order of priority is:
(a) first, to each Limited Partner (other than an Excluded Limited Partner) in the proportion of:
(i) the total amount that has been allocated under clause 3.4(d) or 4.3(b)(ii) which is comprised in the balance of the Capital Account of the Limited Partner and not previously distributed under this paragraph (a),
to:
(ii) the total amount that has been allocated under clause 3.4(d) or 4.3(b)(ii) which is comprised in the balance of the Capital Accounts of the Limited Partners (other than an Excluded Limited Partner) and not previously distributed under this paragraph (a),
until no amount that has been allocated under clauses 3.4(d) and 4.3(b)(ii) is comprised in the balance of the Capital Accounts of the Limited Partners (other than an Excluded Limited Partner) and undistributed under this paragraph (a);
(b) second, to each Limited Partner (other than an Excluded Limited Partner) in the proportion of the Capital Commitment of the Limited Partner as at the time of the distribution to the total of the Capital Commitments of the Limited Partners (other than an Excluded Limited Partner) as at the time of the distribution, until the total amounts distributed under paragraph (a) and this paragraph (b) equal the total of the Capital Commitments of the Limited Partners (other than an Excluded Limited Partner) as at the time of the distribution less each amount of tax credits that have been made available to the Partnership;
(c) third, to each Limited Partner (other than an Excluded Limited Partner) in the proportion of the Capital Commitment of the Limited Partner as at the time of the distribution to the total of the Capital Commitments of the Limited Partners (other than an Excluded Limited Partner) as at the time of the distribution, until the total amounts distributed under paragraphs (a) and (b) and this paragraph (c) equal:
(i) the total of the Participating Capital Contributions by the Limited Partners (other than an Excluded Limited Partner) as at the time of the distribution; plus
(ii) the greater of:
A. zero; and
B. the following amount:
I. [insert percentage]% per annum of each Participating Capital Contribution by a Limited Partner (other than an Excluded Limited Partner), accruing daily and compounding annually from the date it is deemed under clause 3.7 (Timing of Capital Contributions) to have been paid until the time of the distribution; less
II. [insert percentage]% per annum of each amount of cash distributed by the Partnership to a Limited Partner, the latest valuation in accordance with clause 7.5 (Valuation of Investments) of each other Investment distributed by the Partnership to a Limited Partner and each amount of tax credits that have been made available to the Partnership, accruing daily and compounding annually from the date of its distribution or availability (as relevant) until the time of the distribution; and
(d) fourth:
(i) to the General Partner, [20]% (or any lesser percentage determined under clause 2 of this schedule C) of the balance; and
(ii) to each Limited Partner (other than an Excluded Limited Partner), a proportion of the remaining balance which is equal to the proportion of the Capital Commitment of the Limited Partner as at the time of the distribution to the total of the Capital Commitments of the Limited Partners (other than an Excluded Limited Partner) as at the time of the distribution.
This example 8 assumes that the Carried Interest is based on a percentage (to be inserted) of distributions in excess of Participating Capital Contributions.

The order of priority is:
(a) first, to each Limited Partner (other than an Excluded Limited Partner) in the proportion of:
(i) the total amount that has been allocated under clause 3.4(d) or 4.3(b)(ii) which is comprised in the balance of the Capital Account of the Limited Partner and not previously distributed under this paragraph (a),
to:
(ii) the total amount that has been allocated under clause 3.4(d) or 4.3(b)(ii) which is comprised in the balance of the Capital Accounts of the Limited Partners (other than an Excluded Limited Partner) and not previously distributed under this paragraph (a),
until no amount that has been allocated under clauses 3.4(d) and 4.3(b)(ii) is comprised in the balance of the Capital Accounts of the Limited Partners (other than an Excluded Limited Partner) and undistributed under this paragraph (a);
(b) second, to each Limited Partner (other than an Excluded Limited Partner) in the proportion of the Capital Commitment of the Limited Partner as at the time of the distribution to the total of the Capital Commitments of the Limited Partners (other than an Excluded Limited Partner) as at the time of the distribution, until the total amounts distributed under paragraph (a) and this paragraph (b) equal the total of the Participating Capital Contributions by the Limited Partners (other than an Excluded Limited Partner) as at the time of the distribution less each amount of tax credits that have been made available to the Partnership; and
(c) third:
(i) to the General Partner, [insert percentage]% (or any lesser percentage determined under clause 2 of this schedule C) of the balance; and
(ii) to each Limited Partner (other than an Excluded Limited Partner), a proportion of the remaining balance which is equal to the proportion of the Capital Commitment of the Limited Partner as at the time of the distribution to the total of the Capital Commitments of the Limited Partners (other than an Excluded Limited Partner) as at the time of the distribution.
This example 9 assumes that the Carried Interest is based on:
a preferred rate of return on realised investments by the partnership; and
a full second ranking priority on 20% of the total of the preferred rate of return and the second ranking priority.

The order of priority is:
(a) first, to each Limited Partner (other than an Excluded Limited Partner) in the proportion of:
(i) the total amount that has been allocated under clause 3.4(d) or 4.3(b)(ii) which is comprised in the balance of the Capital Account of the Limited Partner and not previously distributed under this paragraph (a),
to:
(ii) the total amount that has been allocated under clause 3.4(d) or 4.3(b)(ii) which is comprised in the balance of the Capital Accounts of the Limited Partners (other than an Excluded Limited Partner) and not previously distributed under this paragraph (a),
until no amount that has been allocated under clauses 3.4(d) and 4.3(b)(ii) is comprised in the balance of the Capital Accounts of the Limited Partners (other than an Excluded Limited Partner) and undistributed under this paragraph (a);
(b) second, to each Limited Partner (other than an Excluded Limited Partner) in the proportion of the Capital Commitment of the Limited Partner as at the time of the distribution to the total of the Capital Commitments of the Limited Partners (other than an Excluded Limited Partner) as at the time of the distribution, until the total amounts distributed under paragraph (a) and this paragraph (b) equal the total of the Acquisition Costs of Investments (other than Liquidity Investments) that have been realised in cash or other immediately available funds by the Partnership as at the time of the distribution less each amount of tax credits that have been made available to the Partnership;
(c) third, to each Limited Partner (other than an Excluded Limited Partner) in the proportion of the Capital Commitment of the Limited Partner as at the time of the distribution to the total of the Capital Commitments of the Limited Partners (other than an Excluded Limited Partner) as at the time of the distribution, until the total amounts distributed under this paragraph (c) equal the greater of:
(i) zero; and
(ii) the following amount:
A. [insert percentage]% per annum of each amount of losses realised in cash or other immediately available funds by the Partnership on investments by the Partnership, accruing daily and compounding annually from the date of the realisation until the time of the distribution; less
B. [insert percentage]% per annum of each amount of gains or income realised in cash or other immediately available funds by the Partnership on investments by the Partnership and each amount of tax credits that have been made available to the Partnership, accruing daily and compounding annually from the date of the realisation or availability (as relevant) until the time of the distribution;
(d) fourth, to the General Partner until the total amounts distributed under this paragraph (d) equal [20]% (or any lesser percentage determined under clause 2 of this schedule C) of the total amounts distributed under paragraph (c) and this paragraph (d); and
(e) fifth:
(i) to the General Partner, [20]% (or any lesser percentage determined under clause 2 of this schedule C) of the balance; and
(ii) to each Limited Partner (other than an Excluded Limited Partner), a proportion of the remaining balance which is equal to the proportion of the Capital Commitment of the Limited Partner as at the time of the distribution to the total of the Capital Commitments of the Limited Partners (other than an Excluded Limited Partner) as at the time of the distribution.
This example 10 assumes that the Carried Interest is based on:
a preferred rate of return on realised investments by the partnership ; and
a second ranking priority apportioned (in the percentages to be inserted) between the Carried Interest and the Limited Partners until 20% of the total of the preferred rate of return and the second ranking priority is apportioned to the Carried Interest.

The order of priority is:
(a) first, to each Limited Partner (other than an Excluded Limited Partner) in the proportion of:
(i) the total amount that has been allocated under clause 3.4(d) or 4.3(b)(ii) which is comprised in the balance of the Capital Account of the Limited Partner and not previously distributed under this paragraph (a),
to:
(ii) the total amount that has been allocated under clause 3.4(d) or 4.3(b)(ii) which is comprised in the balance of the Capital Accounts of the Limited Partners (other than an Excluded Limited Partner) and not previously distributed under this paragraph (a),
until no amount that has been allocated under clauses 3.4(d) and 4.3(b)(ii) is comprised in the balance of the Capital Accounts of the Limited Partners (other than an Excluded Limited Partner) and undistributed under this paragraph (a);
(b) second, to each Limited Partner (other than an Excluded Limited Partner) in the proportion of the Capital Commitment of the Limited Partner as at the time of the distribution to the total of the Capital Commitments of the Limited Partners (other than an Excluded Limited Partner) as at the time of the distribution, until the total amounts distributed under paragraph (a) and this paragraph (b) equal the total of the Acquisition Costs of Investments (other than Liquidity Investments) that have been realised in cash or other immediately available funds by the Partnership as at the time of the distribution less each amount of tax credits that have been made available to the Partnership;
(c) third, to each Limited Partner (other than an Excluded Limited Partner) in the proportion of the Capital Commitment of the Limited Partner as at the time of the distribution to the total of the Capital Commitments of the Limited Partners (other than an Excluded Limited Partner) as at the time of the distribution, until the total amounts distributed under this paragraph (c) equal the greater of:
(i) zero; and
(ii) the following amount:
A. [insert percentage]% per annum of each amount of losses realised in cash or other immediately available funds by the Partnership on investments by the Partnership, accruing daily and compounding annually from the date of the realisation until the time of the distribution; less
B. [insert percentage]% per annum of each amount of gains or income realised in cash or other immediately available funds by the Partnership on investments by the Partnership and each amount of tax credits that have been made available to the Partnership, accruing daily and compounding annually from the date of the realisation or availability (as relevant) until the time of the distribution;
(d) fourth:
(i) to the General Partner, [insert percentage]% of the amount being distributed under this paragraph (d) until the total amounts distributed under this sub-paragraph (i) equal [20]% (or any lesser percentage determined under clause 2 of this schedule C) of the total amounts distributed under paragraph (c) and this paragraph (d); and
(ii) to a Limited Partner (other than an Excluded Limited Partner) a proportion of [insert percentage which, when aggregated with the percentage inserted in sub-paragraph (i), equals 100]% of the amount being distributed under this paragraph (d) which is equal to the proportion of the Capital Commitment of the Limited Partner as at the time of the distribution to the total of the Capital Commitments of the Limited Partners (other than an Excluded Limited Partner) as at the time of the distribution, until the total amounts distributed under sub-paragraph (i) equal [20]% (or any lesser percentage determined under clause 2 of this schedule C) of the total amounts distributed under paragraph (c) and this paragraph (d); and
(e) fifth:
(i) to the General Partner, [20]% (or any lesser percentage determined under clause 2 of this schedule C) of the balance; and
(ii) to each Limited Partner (other than an Excluded Limited Partner), a proportion of the remaining balance which is equal to the proportion of the Capital Commitment of the Limited Partner as at the time of the distribution to the total of the Capital Commitments of the Limited Partners (other than an Excluded Limited Partner) as at the time of the distribution.

 

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