Consensus One Venture Capital Limited Partnership Deed


ATTACHMENT E

EXAMPLES OF CARRIED INTEREST PROVISIONS ON OBLIGATORY RETIREMENT OF THE GENERAL PARTNER

Examples 1 and 2 are some examples of possible provisions regarding entitlements to Carried Interest on or after obligatory retirement of the General Partner that may be adopted in clause 2 of schedule C.
This attachment E should be deleted on adoption of a provision regarding entitlements to Carried Interest on or after obligatory retirement of the General Partner in clause 2 of schedule C.

This example 1 provides for payment of accrued but unpaid Carried Interest after obligatory retirement of the General Partner and the cessation of any further entitlement of the General Partner to Carried Interest.

If the General Partner is required to retire under clause 9.8(a):
(a) the Partnership must, within [insert number] Business Days after the date of retirement of the General Partner, distribute in cash or other immediately available funds to the General Partner, all accrued but unpaid Carried Interest as at the end of the date of retirement, calculated:
(i) by the Auditor within [insert number] Business Days after retirement of the General Partner in consultation with the General Partner; and
(ii) as the amount calculated by the General Partner that would be distributed to the General Partner under clause 6 (Distributions other than in dissolution) if each Investment was disposed of at the end of the date of retirement of the General Partner for a cash price equal to the valuation[ by the Valuer] of the Investment as at that date[ in accordance with the Accounting Standards and a methodology which is not inconsistent to a material extent with the Valuation Guidelines]; and
(b) the proportion of all or part of a distribution to which the General Partner would otherwise be entitled as specified in clause 1 of schedule C will, as from when the General Partner ceases to be the General Partner, decrease to zero.
This example 2 provides for continuation of the Carried Interest at a diminishing rate after obligatory retirement of the General Partner.

If the General Partner is required to retire under clause 9.8(a), the proportion of all or part of a distribution to which the General Partner would otherwise be entitled as specified in clause 1 of schedule C will, as from when the General Partner ceases to be the General Partner, decrease to that proportion specified in clause 1 of schedule C multiplied by the proportion of the number of days from (and including) the Initial Closing Date to the date on which the General Partner ceases to be the General Partner to the number of days from (and including) the Initial Closing Date to the date of the distribution.

 

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