Consensus One Venture Capital Limited Partnership Deed


5. PARTNERSHIP PROFITS AND LOSSES

5.1 Financial Year 
5.2 Interim period 
5.3 Distributions 

Clauses 5 and 6 may need to be adapted to meet the particular objectives and preferences of the Partnership in respect of the allocation of Partnership Profit, Partnership Loss, distributions and tax liabilities among Partners.

In particular, clauses 5 and 6 should be adapted to reflect:

the preferred arrangements for Carried Interest; and

the preferred outcomes for allocation of tax liabilities in circumstances where the Partners have changed during a Financial Year in which allocations of Partnership Profit or Partnership Loss or distributions have been made.

5.1 Financial Year

The General Partner must allocate the Partnership Profit or Partnership Loss (as relevant) for each Financial Year and make any other adjustments to Capital Accounts of Partners so that the balance of each Capital Account of a Partner as at the end of the Financial Year equals the amount that would be required to be distributed to the Partner under clause 6 (Distributions other than in dissolution) if the total of the balances of the Capital Accounts of the Partners as at the end of the Financial Year were available for distribution under clause 6 (Distributions other than in dissolution).

5.2 Interim period

The General Partner may allocate all or any part of the Partnership Profit or Partnership Loss (as relevant) for any interim period of a Financial Year selected by the General Partner and make any other adjustments to Capital Accounts of Partners so that the balance of each Capital Account of a Partner as at the end of the interim period equals the amount that would be required to be distributed to the Partner under clause 6 (Distributions other than in dissolution) if the total of the balances of the Capital Accounts of the Partners as at the end of the interim period were available for distribution under clause 6 (Distributions other than in dissolution).

5.3 Distributions

The General Partner must allocate the Partnership Profit or Partnership Loss (as relevant) attributable to a distribution under clause 6 (Distributions other than in dissolution) and make any other adjustments to Capital Accounts of Partners so that the balance of each Capital Account of a Partner as at immediately before the distribution equals the amount that would be required to be distributed to the Partner under clause 6 (Distributions other than in dissolution) if the total of the balances of the Capital Accounts of the Partners as at immediately before the distribution were available for distribution under clause 6 (Distributions other than in dissolution).

 

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